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Loan And Guarantee Agreement
1. Parties: Identification of all parties: Lender, Borrower, and Guarantor(s), including full legal names, registration numbers, and addresses
2. Background: Context of the loan and guarantee arrangement, including the purpose of the loan and the basis for the guarantee
3. Definitions: Definitions of key terms used throughout the agreement, including financial terms, dates, and technical references
4. Loan Amount and Purpose: Specification of the loan amount, currency, and permitted use of the loan proceeds
5. Interest and Fees: Details of interest rate(s), calculation methods, payment periods, and any applicable fees
6. Repayment Terms: Repayment schedule, payment methods, prepayment provisions, and consequences of late payment
7. Guarantee Provisions: Scope of the guarantee, nature (whether demand or conditional), and extent of the guarantor's liability
8. Representations and Warranties: Statements of fact and assurances from both the borrower and guarantor
9. Covenants: Ongoing obligations of the borrower and guarantor during the life of the loan
10. Events of Default: Circumstances constituting default and their consequences
11. Enforcement: Rights and procedures for enforcing the loan and guarantee obligations
12. Notices: Communication requirements and contact details for all parties
13. Governing Law and Jurisdiction: Confirmation of Danish law as governing law and jurisdiction for disputes
14. Execution: Signature blocks and execution requirements for all parties
1. Security: Include when additional security beyond the guarantee is provided, detailing the nature and terms of the security
2. Multiple Guarantors: Include when there is more than one guarantor, specifying joint and several liability and relationships between guarantors
3. Currency Provisions: Include for loans in foreign currency, addressing exchange rate risks and conversion procedures
4. Tax Provisions: Include when specific tax implications need to be addressed, particularly for cross-border arrangements
5. Assignment and Transfer: Include when rights under the agreement may be transferred or assigned
6. Data Protection: Include when personal data processing is involved, ensuring GDPR compliance
7. Force Majeure: Include when specific circumstances beyond parties' control need to be addressed
8. Step-In Rights: Include when the lender may need rights to take control in specific circumstances
9. Subordination: Include when the loan needs to be subordinated to other debt
10. Financial Covenants: Include when specific financial metrics need to be maintained
1. Repayment Schedule: Detailed schedule of repayment dates and amounts
2. Interest Calculation Examples: Examples showing how interest will be calculated in various scenarios
3. Form of Drawdown Notice: Template for requesting disbursement of loan funds
4. Form of Compliance Certificate: Template for periodic confirmation of compliance with agreement terms
5. Security Documents: Copies or forms of any security documents referenced in the agreement
6. Financial Statements: Recent financial statements of borrower and/or guarantor
7. Corporate Authorizations: Copies of relevant corporate approvals and authorizations
8. Know Your Customer Documentation: Required identification and verification documents for all parties
9. Conditions Precedent Documents: List and copies of all required pre-disbursement documents
10. Guarantor's Asset Statement: Declaration of guarantor's assets and financial position
Authors
Account Bank
Affiliate
Agreement
Applicable Law
Authorized Representative
Available Commitment
Banking Day
Borrower
Business Day
Change of Control
Commitment
Conditions Precedent
Default
Default Interest
Default Notice
Drawdown
Drawdown Date
Drawdown Notice
Effective Date
Enforcement Event
Event of Default
Facility
Final Maturity Date
Finance Documents
Financial Indebtedness
Financial Statements
Guarantee
Guarantee Obligations
Guaranteed Obligations
Guarantor
Interest Payment Date
Interest Period
Interest Rate
Lender
Loan
Material Adverse Effect
Parties
Permitted Purpose
Principal Amount
Repayment Date
Repayment Schedule
Security
Security Documents
Subsidiary
Tax
Transaction Documents
Utilization
Utilization Date
Utilization Request
Recitals
Definitions
Loan Facility
Purpose
Availability
Interest
Fees
Repayment
Prepayment
Guarantee
Security
Representations and Warranties
Information Undertakings
General Undertakings
Financial Covenants
Events of Default
Acceleration
Set-off
Payment Mechanics
Tax Gross-up
Increased Costs
Indemnities
Costs and Expenses
Assignment and Transfer
Changes to Parties
Confidentiality
Data Protection
Notices
Calculations
Partial Invalidity
Remedies and Waivers
Amendments
Counterparts
Governing Law
Enforcement
Jurisdiction
Service of Process
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