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Mezzanine Loan Agreement
1. Parties: Identification of the lender, borrower, and any guarantors or security providers
2. Background: Context of the mezzanine financing, relationship to senior debt, and purpose of the loan
3. Definitions and Interpretation: Detailed definitions of terms used in the agreement, including financial metrics and calculation methodologies
4. The Facility: Details of the loan amount, purpose, and availability
5. Conditions Precedent: Conditions that must be satisfied before drawdown
6. Drawdown: Procedures and requirements for utilizing the loan facility
7. Interest and Fees: Interest calculation, payment dates, default interest, and applicable fees
8. Payment Mechanics: Payment procedures, currency, and business day conventions
9. Subordination and Priority: Ranking of the mezzanine debt and relationship with senior debt
10. Representations and Warranties: Borrower's confirmations regarding its status and capacity
11. Information Undertakings: Borrower's obligations to provide financial and other information
12. General Undertakings: Borrower's operational and financial covenants
13. Financial Covenants: Specific financial metrics the borrower must maintain
14. Events of Default: Circumstances constituting default and consequences
15. Acceleration and Enforcement: Lender's rights upon default
16. Changes to Parties: Transfer and assignment provisions
17. Administration: Notice requirements and administrative procedures
18. Governing Law and Jurisdiction: Application of Danish law and jurisdiction
1. Security: Required if the mezzanine loan is secured; details security package and enforcement rights
2. Conversion Rights: Include if the mezzanine loan includes equity conversion features
3. PIK Interest: Required if the agreement includes payment-in-kind interest provisions
4. Intercreditor Provisions: Detailed provisions required if not covered in a separate intercreditor agreement
5. Guarantees: Include if there are third-party guarantors
6. Exit Provisions: Include if there are specific provisions for early repayment or exit
7. Warrants: Required if the mezzanine financing includes warrant instruments
1. Conditions Precedent: Detailed list of required documents and conditions
2. Form of Drawdown Request: Template for borrower to request loan disbursement
3. Calculation of Financial Covenants: Detailed methodology for calculating financial metrics
4. Form of Compliance Certificate: Template for periodic compliance reporting
5. Security Documents: Forms of security documents if applicable
6. Warrant Instruments: Details of warrant terms if applicable
7. Conversion Mechanics: Detailed procedures for equity conversion if applicable
8. Repayment Schedule: Amortization schedule if applicable
9. Form of Transfer Certificate: Template for transferring loan participations
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