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1. Parties: Identification of the Vendor, Finance Provider, and Purchaser/Borrower with their complete details
2. Background: Context of the agreement, relationship between parties, and purpose of the financing arrangement
3. Definitions and Interpretation: Definitions of key terms used in the agreement and rules of interpretation
4. Facility Amount and Purpose: Details of the financing amount, purpose, and any tranches or limits
5. Conditions Precedent: Conditions that must be satisfied before the facility becomes available
6. Drawdown Mechanics: Procedures and requirements for utilizing the facility
7. Interest and Fees: Interest rate provisions, calculation methods, and applicable fees
8. Repayment Terms: Schedule and mechanisms for repayment of the facility
9. Security and Collateral: Details of security arrangements and collateral requirements
10. Representations and Warranties: Statements of fact and assurances given by each party
11. Covenants: Ongoing obligations and restrictions on the parties
12. Events of Default: Circumstances constituting default and consequences
13. Remedies: Rights and remedies available to parties in case of default or breach
14. Indemnification: Mutual indemnification obligations and procedures
15. Governing Law and Jurisdiction: Applicable law and courts having jurisdiction
16. Notices: Method and addresses for serving notices
17. Miscellaneous: Standard boilerplate provisions including assignment, amendments, and severability
1. Tripartite Arrangements: Required when involving third-party payment arrangements or escrow mechanisms
2. Insurance: Detailed insurance requirements when specific insurance coverage is necessary for the financed assets
3. Step-in Rights: Required when the finance provider needs rights to take over certain aspects of the business in default scenarios
4. Cross-Default: Include when there are multiple facilities or related agreements that should trigger cross-defaults
5. Assignment and Participation: Detailed provisions for syndication or transfer of rights, needed for complex financing arrangements
6. Tax Provisions: Detailed tax clauses when specific tax implications need to be addressed
7. Force Majeure: Required when specific events beyond parties' control need special treatment
8. Subordination: Needed when there are multiple lenders or financing arrangements requiring priority structure
1. Facility Terms: Detailed terms of the facility including amounts, interest rates, and fees
2. Drawdown Request Form: Standard form for requesting drawdowns under the facility
3. Repayment Schedule: Detailed schedule of repayment dates and amounts
4. Security Details: Comprehensive list and description of security/collateral provided
5. Conditions Precedent Documents: List of documents required before facility availability
6. Form of Compliance Certificate: Standard form for periodic compliance certification
7. Authorized Signatories: List of authorized signatories and specimen signatures
8. Product/Service Details: Details of products/services being financed under the agreement
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