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Facilities Agreement
1. Parties: Identification of the lender(s), borrower(s), and any guarantors
2. Background: Context of the facility and purpose of the agreement
3. Definitions and Interpretation: Definitions of terms used throughout the agreement and interpretation rules
4. The Facilities: Description of the type, amount, and purpose of each facility
5. Purpose: Permitted uses of the facility amounts
6. Conditions of Utilisation: Conditions precedent and requirements for drawdown
7. Utilisation: Process and mechanics for requesting and making utilisations
8. Repayment: Terms and schedule for repayment of the facilities
9. Prepayment and Cancellation: Voluntary and mandatory prepayment provisions
10. Interest: Interest calculation, periods, and payment provisions
11. Fees: All fees payable under the facility
12. Tax Gross Up and Indemnities: Tax-related provisions and protections
13. Increased Costs: Provisions for dealing with changes in costs due to regulatory changes
14. Representations: Borrower's representations and warranties
15. Information Undertakings: Obligations to provide financial and other information
16. Financial Covenants: Financial maintenance and testing requirements
17. General Undertakings: Positive and negative covenants
18. Events of Default: Circumstances constituting default and consequences
19. Changes to the Parties: Transfer and assignment provisions
20. Payment Mechanics: Administration of payments under the facility
21. Set-off: Rights of set-off and counterclaim
22. Notices: Communication methods and requirements
23. Calculations and Certificates: Basis for calculations and evidential value of certificates
24. Governing Law and Enforcement: Danish law as governing law and enforcement provisions
1. Security: Required if the facility is secured - provisions relating to security documents and their maintenance
2. Guarantee: Required if there are guarantors - terms of guarantee and indemnity
3. Agent and Security Agent: Required for syndicated facilities - roles and responsibilities of facility and security agents
4. Majority Lenders: Required for syndicated facilities - decision-making mechanisms among multiple lenders
5. Hedging: Required if hedging obligations are included - terms of associated hedging arrangements
6. Currency Provisions: Required for multi-currency facilities - currency conversion and exchange rate provisions
7. Bank Accounts: Required if specific account structure is needed - provisions regarding maintenance and operation of accounts
8. Subordination: Required if there is internal ranking of debt - provisions regarding priority of payments
1. Conditions Precedent: List of required documents and conditions for initial utilisation and subsequent drawings
2. Utilisation Request: Form of utilisation request
3. Form of Transfer Certificate: Template for transfers between lenders
4. Form of Compliance Certificate: Template for periodic compliance certification
5. Repayment Schedule: Detailed schedule of repayment dates and amounts
6. Form of Accession Deed: Template for additional parties joining the agreement
7. Committed Facilities: Details of facilities and commitments of each lender
8. Security Documents: List and copies of all security documents
9. Existing Security: Details of permitted existing security
10. Form of Assignment Agreement: Template for assignments between lenders
11. Contact Details: List of administrative details for all parties
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