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Loan Offset Agreement
"I need a Loan Offset Agreement under Hong Kong law for a multinational corporate group with three subsidiary borrowers, involving loans in HKD and USD, with an implementation date of March 1, 2025, and provisions for automated monthly offset calculations."
1. Parties: Identification of all parties to the agreement, including lender(s), borrower(s), and any guarantors
2. Background: Recitals explaining the context of existing loans and the purpose of the offset arrangement
3. Definitions and Interpretation: Definitions of key terms used in the agreement and rules of interpretation
4. Offset Arrangement: Core provisions detailing how the offset mechanism works, including calculation methods and timing
5. Representations and Warranties: Standard representations and warranties from all parties regarding their capacity and authority
6. Conditions Precedent: Conditions that must be satisfied before the offset arrangement becomes effective
7. Covenants: Ongoing obligations of the parties during the term of the agreement
8. Events of Default: Circumstances that constitute default and consequences thereof
9. Termination: Provisions for termination of the offset arrangement and consequences
10. Notices: Communication requirements and contact details for all parties
11. General Provisions: Standard boilerplate clauses including governing law, jurisdiction, and amendments
1. Currency Provisions: Required when loans being offset are in different currencies, specifying exchange rate mechanisms
2. Multiple Lender Provisions: Required when there are multiple lenders, addressing ranking and priority
3. Security Provisions: Required when specific collateral or security interests are involved in the offset arrangement
4. Tax Provisions: Required when there are specific tax implications that need to be addressed
5. Assignment and Transfer: Required when parties want to allow for potential transfer of offset rights
6. Agent Provisions: Required when an agent is appointed to manage the offset arrangement
1. Schedule 1 - Existing Loans: Details of all loans subject to the offset arrangement, including amounts, interest rates, and maturity dates
2. Schedule 2 - Offset Calculation Methodology: Detailed explanation and examples of how offsets will be calculated
3. Schedule 3 - Forms of Notice: Standard forms for various notices required under the agreement
4. Schedule 4 - Contact Details: Detailed contact information for all parties and authorized representatives
5. Appendix A - Conditions Precedent Documents: List of all documents required as conditions precedent
6. Appendix B - Offset Statement Template: Template for periodic statements showing offset calculations and balances
Authors
Aggregate Offset Amount
Available Offset Amount
Base Currency
Business Day
Calculation Date
Calculation Period
Default Rate
Designated Account
Effective Date
Eligible Loans
Event of Default
Excluded Amounts
Existing Facilities
Facility Documents
Finance Documents
Financial Indebtedness
Interest Period
Lender
Loan Accounts
Material Adverse Effect
Offset Amount
Offset Calculation
Offset Date
Offset Notice
Offset Period
Offset Rights
Offset Statement
Outstanding Amount
Participating Entities
Payment Date
Permitted Security Interest
Principal Borrower
Reference Banks
Reference Rate
Related Companies
Relevant Jurisdiction
Security
Security Documents
Settlement Date
Termination Date
Trigger Event
Definitions
Offset Mechanism
Calculation Method
Payment Obligations
Currency Conversion
Conditions Precedent
Representations and Warranties
Covenants
Security
Events of Default
Remedies
Set-Off Rights
Interest Provisions
Currency Provisions
Tax Provisions
Costs and Expenses
Indemnification
Assignment and Transfer
Notices
Amendments and Waivers
Severability
Counterparts
Confidentiality
Data Protection
Governing Law
Jurisdiction
Dispute Resolution
Force Majeure
Termination
Entire Agreement
Banking
Financial Services
Real Estate
Insurance
Investment Management
Corporate Finance
Private Equity
Asset Management
Commercial Lending
Retail Banking
Legal
Finance
Credit Risk
Compliance
Treasury
Banking Operations
Corporate Banking
Transaction Management
Portfolio Management
Debt Management
Risk Management
Legal Counsel
Finance Director
Credit Risk Manager
Relationship Manager
Loan Officer
Treasury Manager
Compliance Officer
Banking Operations Manager
Chief Financial Officer
Risk Management Officer
Transaction Manager
Portfolio Manager
Debt Management Officer
Corporate Banking Manager
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