The Loan and Security Agreement is a fundamental document used in secured lending transactions under Irish law, combining the provisions of a loan facility with security arrangements. It is typically employed when a lender requires security over specific assets as collateral for a loan, whether for corporate financing, asset acquisition, or business expansion. The agreement must comply with Irish regulatory requirements, including the Central Bank Act, Companies Act 2014, and relevant financial services regulations. It contains detailed provisions covering loan terms, security creation and perfection, representations and warranties, covenants, and enforcement mechanisms. This document is particularly crucial for transactions where streamlining the documentation process is desired by incorporating both the loan and security provisions in a single agreement rather than separate documents.
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1. Parties: Identifies the lender(s) and borrower(s) with their full legal details
2. Background: Recites the context of the loan and security arrangement
3. Definitions and Interpretation: Defines key terms and establishes interpretation principles
4. The Facility: Details the loan amount, purpose, and drawdown conditions
5. Interest and Fees: Specifies interest rate(s), calculation methods, and applicable fees
6. Repayment Terms: Sets out repayment schedule, prepayment provisions, and payment mechanics
7. Security: Describes the security being granted and perfection requirements
8. Representations and Warranties: Lists borrower's confirmations about its status and capacity
9. Covenants: Details positive and negative obligations of the borrower
10. Conditions Precedent: Lists requirements to be satisfied before drawdown
11. Events of Default: Specifies circumstances constituting default and consequences
12. Enforcement: Details lender's rights and remedies upon default
13. Payments and Calculations: Specifies payment mechanics and calculation conventions
14. Changes to Parties: Addresses assignment and transfer provisions
15. Notices: Sets out communication requirements and contact details
16. General Provisions: Contains boilerplate clauses including governing law and jurisdiction
1. Guarantees: Required when third parties are guaranteeing the borrower's obligations
2. Syndication Provisions: Needed for multi-lender facilities
3. Intercreditor Provisions: Required when multiple creditors have different priorities
4. Insurance Requirements: Detailed insurance obligations when specific insurance coverage is required
5. Special Drawing Conditions: For facilities with multiple tranches or special drawing requirements
6. Tax Gross-Up and Indemnities: Detailed tax provisions for cross-border or complex lending structures
7. Increased Costs: Protection for lenders against regulatory changes affecting lending costs
8. Set-off Rights: Detailed set-off provisions where multiple accounts or relationships exist
9. Currency Provisions: Required for multi-currency facilities or cross-border transactions
1. Conditions Precedent Documents: Detailed list of required documentation
2. Form of Drawdown Request: Template for borrower to request loan disbursement
3. Repayment Schedule: Detailed amortization or repayment schedule
4. Security Documents: Forms of security documents or detailed security terms
5. Secured Assets Schedule: Detailed description of all assets subject to security
6. Form of Transfer Certificate: Template for transferring loan participations
7. Financial Covenants Calculations: Formulas and methods for financial covenant calculations
8. Form of Compliance Certificate: Template for periodic compliance certification
9. Notice Details: Contact information for all parties
10. Existing Security: Details of any permitted existing security over assets
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Relevant Teams
Legal
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Risk Management
Compliance
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Relevant Roles
Chief Financial Officer
Finance Director
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Risk Manager
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Treasury Manager
Commercial Director
Financial Controller
Compliance Officer
Security Trustee
Facility Agent
Corporate Secretary
Banking Relationship Manager
Loan Officer
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