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Project Financing Agreement
"I need a Project Financing Agreement under German law for a €50 million renewable energy project in Bavaria, with three commercial banks as lenders and specific provisions for wind farm construction milestones to be completed by June 2025."
1. Parties: Identification of all contracting parties including lenders, borrowers, sponsors, and security agents
2. Background: Context of the project financing, project description, and purpose of the agreement
3. Definitions and Interpretation: Comprehensive definitions of terms used throughout the agreement and interpretation rules
4. Facility and Purpose: Details of the financing facility, amounts, tranches, and permitted use of proceeds
5. Conditions Precedent: Conditions that must be satisfied before drawdown, including technical, legal, and financial requirements
6. Drawdown Mechanics: Procedures and requirements for requesting and making drawdowns
7. Repayment and Prepayment: Terms for scheduled repayments, mandatory and voluntary prepayments
8. Interest and Fees: Interest calculation, payment periods, default interest, and all applicable fees
9. Security Structure: Overview of security package and ranking of security interests
10. Representations and Warranties: Standard and project-specific representations and warranties
11. Covenants: Positive, negative, and financial covenants applicable to the project and borrower
12. Project Undertakings: Specific obligations regarding project construction, operation, and maintenance
13. Monitoring and Reporting: Requirements for technical, financial, and progress reporting
14. Events of Default: Circumstances constituting default and consequences
15. Taxes and Increased Costs: Tax provisions and allocation of increased costs
16. Miscellaneous: Standard boilerplate provisions including notices, amendments, assignments
17. Governing Law and Jurisdiction: Choice of German law and jurisdiction provisions
1. Intercreditor Provisions: Required when multiple lenders or creditor classes are involved, establishing ranking and decision-making processes
2. Export Credit Agency Provisions: Needed when export credit agencies are involved in the financing
3. Political Risk Insurance: Required for projects with significant political risk exposure
4. Environmental and Social Requirements: Detailed section needed for projects with significant environmental impact
5. Islamic Finance Provisions: Required when Islamic finance tranches are included in the financing structure
6. Completion Support: Needed when sponsor completion support or guarantees are part of the structure
7. Reserve Accounts: Detailed provisions required when specific reserve accounts are established
8. Step-in Rights: Required when direct agreements with major project parties are involved
1. Project Description: Detailed technical description of the project
2. Forms of Drawdown Requests: Standard forms for utilization requests
3. Form of Transfer Certificate: Standard form for transfers of participation
4. Repayment Schedule: Detailed amortization schedule
5. Security Documents: List and copies of all security documents
6. Project Documents: List and copies of material project documents
7. Financial Model: Agreed base case financial model
8. Technical Specifications: Detailed technical requirements and specifications
9. Insurance Requirements: Required insurance coverage details
10. Form of Progress Reports: Templates for construction and operation phase reporting
11. Permits and Authorizations: List of required permits and their status
12. Financial Covenants Calculations: Methodology for financial covenant calculations
13. Security Creation and Perfection Timeline: Schedule for security implementation
Authors
Account Bank
Additional Cost
Administrative Agent
Affiliate
Applicable Law
Applicable Margin
Approved Budget
Assignment Agreement
Authorized Representative
Available Commitment
Available Facility
Banking Day
Base Case Financial Model
Borrower
Break Costs
Business Day
Cash Flow Available for Debt Service
Change of Control
Commercial Operation Date
Commitment
Completion Date
Compliance Certificate
Construction Budget
Construction Contract
Construction Period
Cost Overrun
Debt Service Coverage Ratio
Debt Service Reserve Account
Default
Default Interest
Disruption Event
Distribution
Environmental Laws
Environmental Permits
Event of Default
Facility
Facility Agent
Facility Agreement
Fee Letter
Final Maturity Date
Finance Documents
Finance Parties
Financial Close
Financial Indebtedness
Financial Model
Financial Quarter
Financial Year
Force Majeure Event
Grundschuld
Hedging Agreement
Holdings
IFRS
Independent Engineer
Initial Security Documents
Insurance Advisor
Insurance Proceeds
Interest Payment Date
Interest Period
Lenders
Loan
Loan to Value Ratio
Majority Lenders
Major Project Documents
Material Adverse Effect
O&M Agreement
Operating Budget
Operating Costs
Original Financial Statements
Permitted Disposal
Permitted Distribution
Permitted Financial Indebtedness
Permitted Security
Project
Project Accounts
Project Assets
Project Costs
Project Documents
Project Revenues
Project Site
Quotation Day
Reference Banks
Repayment Date
Repayment Schedule
Repeating Representations
Required Insurance
Reserve Accounts
Screen Rate
Security
Security Agent
Security Documents
Security Interest
Security Period
Sponsors
Subordinated Debt
Subsidiary
Technical Advisor
Technical Description
Total Commitments
Transfer Certificate
Utilization
Utilization Date
Utilization Request
Drawdown
Repayment
Prepayment
Interest
Fees
Security
Conditions Precedent
Representations and Warranties
Information Undertakings
Financial Covenants
General Undertakings
Project Undertakings
Technical Requirements
Environmental and Social Requirements
Insurance
Project Accounts
Events of Default
Acceleration
Changes to Parties
Payment Mechanics
Set-off
Calculations and Administration
Amendments and Waivers
Confidentiality
Assignment and Transfer
Force Majeure
Notices
Costs and Expenses
Indemnities
Tax Gross-up
Increased Costs
Severability
Counterparts
Third Party Rights
Dispute Resolution
Governing Law
Jurisdiction
Construction and Completion
Operation and Maintenance
Reserve Requirements
Intercreditor Provisions
Sanctions and Anti-corruption
Data Protection
Energy and Utilities
Infrastructure
Real Estate Development
Renewable Energy
Transportation
Industrial Manufacturing
Telecommunications
Mining and Natural Resources
Healthcare Infrastructure
Waste Management
Public-Private Partnerships
Commercial Real Estate
Legal
Finance
Treasury
Risk Management
Compliance
Project Management
Corporate Development
Investment Banking
Credit Risk
Operations
Technical Advisory
Environmental and Social
Chief Financial Officer
Project Finance Manager
Legal Counsel
Finance Director
Project Manager
Risk Manager
Treasury Manager
Investment Officer
Corporate Finance Manager
Compliance Officer
Due Diligence Officer
Contract Administrator
Financial Controller
Business Development Manager
Senior Banker
Structured Finance Associate
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