The Tranche Loan Agreement is essential for transactions requiring staged financing, where funds are released in multiple phases based on predetermined conditions or milestones. This document type is commonly used in Hong Kong for project financing, real estate development, corporate expansion, and other large-scale investments requiring structured disbursement of funds. The agreement must comply with Hong Kong's sophisticated financial regulatory framework, including the Banking Ordinance and Money Lenders Ordinance. It typically includes detailed provisions for each tranche's conditions precedent, drawdown mechanics, specific interest calculations, repayment schedules, and security arrangements. The document is particularly relevant for complex financing transactions where risk management and staged funding releases are crucial for both lenders and borrowers.
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1. Parties: Identifies the lender(s), borrower(s), and any guarantors or security providers
2. Background: Sets out the context of the loan facility and intention to provide funding in tranches
3. Definitions and Interpretation: Defines key terms and establishes interpretation principles for the agreement
4. The Facility: Details the total facility amount, tranche structure, and purpose of the loan
5. Conditions Precedent: Specifies conditions that must be met before initial drawdown and each subsequent tranche
6. Drawdown: Procedures and requirements for requesting and making drawdowns of each tranche
7. Interest: Interest calculation, payment dates, and default interest provisions
8. Repayment: Terms for repayment of each tranche, including scheduled payments and final maturity
9. Prepayment: Voluntary and mandatory prepayment provisions
10. Representations and Warranties: Standard and transaction-specific representations by the borrower
11. Covenants: Positive and negative undertakings by the borrower
12. Events of Default: Circumstances constituting default and consequences
13. Changes to Parties: Assignment and transfer provisions
14. Administration: Payment mechanics, calculations, and notices
15. Governing Law and Enforcement: Choice of law and jurisdiction provisions
1. Security: Required if the loan is secured, detailing security arrangements and enforcement rights
2. Guarantee: Include when there are guarantors providing credit support
3. Market Disruption: Provisions dealing with market disruption events affecting interest rates
4. Increased Costs and Tax Gross-Up: Include for cross-border transactions or when tax implications are significant
5. Syndication Provisions: Required for syndicated facilities with multiple lenders
6. Agency Provisions: Include when there is a facility agent managing the loan
7. Set-off Rights: Optional provisions for lender's set-off rights
8. Break Costs: Include when early repayment may result in lender losses
1. Conditions Precedent: Detailed list of required documents and conditions for initial and subsequent drawdowns
2. Form of Drawdown Request: Template for borrower to request drawdown of tranches
3. Repayment Schedule: Detailed schedule of repayment dates and amounts for each tranche
4. Form of Transfer Certificate: Template for transferring loan participations
5. Form of Compliance Certificate: Template for periodic compliance certification by borrower
6. Tranche Details: Specific terms, conditions, and pricing for each tranche
7. Security Details: Description of security assets and perfection requirements
8. Contact Details: Administrative and notice details for all parties
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