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1. Parties: Identification of the lender, borrower, and SBLC issuing bank
2. Background: Context of the transaction, purpose of the credit facility, and relationship between parties
3. Definitions: Definitions of key terms used throughout the agreement, including banking, SBLC, and financial terms
4. Credit Facility: Details of the credit facility including amount, purpose, availability period, and drawdown conditions
5. SBLC Security Arrangement: Terms and conditions of the SBLC, including form, content, and maintenance requirements
6. Interest and Fees: Interest rate, calculation method, payment dates, and all applicable fees
7. Repayment Terms: Repayment schedule, prepayment provisions, and payment mechanics
8. Conditions Precedent: Conditions that must be satisfied before the facility becomes available
9. Representations and Warranties: Standard and transaction-specific representations by the borrower
10. Covenants: Positive and negative undertakings of the borrower
11. Events of Default: Circumstances constituting default and consequences thereof
12. SBLC Drawing Conditions: Circumstances and procedures for drawing under the SBLC
13. Governing Law and Jurisdiction: Confirmation of German law governance and jurisdiction provisions
1. Security Documents: Required when additional security beyond the SBLC is provided
2. Tax Provisions: Detailed tax clauses needed when cross-border elements create significant tax implications
3. Currency Provisions: Required when facility is provided in multiple currencies or involves currency conversion
4. Agency Provisions: Needed when multiple lenders are involved requiring an agent bank structure
5. Market Disruption: Provisions dealing with market disruption events, required in volatile market conditions
6. Increased Costs: Provisions addressing regulatory changes affecting lender's costs, important in long-term facilities
7. Assignment and Transfer: Detailed provisions needed when parties want flexibility to transfer rights/obligations
1. Form of SBLC: Template or required format of the Standby Letter of Credit
2. Form of Drawdown Request: Template for borrower to request drawdown under the facility
3. Repayment Schedule: Detailed schedule of repayment dates and amounts
4. Conditions Precedent Documents: List of required documents and evidence for conditions precedent
5. Fee Schedule: Detailed breakdown of all fees and charges
6. Form of Compliance Certificate: Template for periodic compliance certification by borrower
7. Notice Details: Contact details and notice requirements for all parties
8. Form of SBLC Drawing Notice: Template for notice of drawing under the SBLC
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