Loan Agreement Definitions

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Representations and guarantees are similar in all facility agreements. They focus on the borrower`s legal capacity to enter into financing agreements and the nature of the borrower`s activity. They will often be broad and the borrower may try to limit them to issues that, if not correct, would have a significant negative effect. This qualification may apply to a large number of insurance and guarantees relating to the borrower`s activities (for example. B litigation, environmental and accounting matters), but will probably not be acceptable to the lender in order to limit the borrower`s ability to enter into financing agreements or with respect to important financial information. In these two categories, however, there are different subdivisions, such as interest rate loans and balloon payment credits. It is also possible to underclass whether the loan is a secured loan or an unsecured loan and if the interest rate is fixed or variable. Loan contracts are generally written, but there is no legal reason why a loan contract should not be a purely oral contract (although oral agreements are more difficult to enforce). Interest is due at the end of each interest period, interest periods may be fixed periods (usually one, three or six months) or the borrower can choose the interest period for each loan (the options are usually one, three or six months). Representations and guarantees: these should be carefully considered in all transactions. It should be noted, however, that the purpose of insurance and guarantees in a facility agreement differs from its purpose in purchase and sale contracts. The lender will not attempt to sue the borrower for breach of representation and guarantee – instead, it will use an infringement as a mechanism to call a default event and/or ask for repayment of the loan. A disclosure letter is therefore not required with respect to insurance and guarantees in the facility agreements.

The types of loan contracts vary considerably from industry to industry, from country to country, but characteristically a professional commercial loan contract contains the following terms: there are many definitions in each facility agreement, but most of them are either standard – and generally unchallenged – or especially for individual transactions. They should be carefully considered and, if necessary, carefully considered using the lender`s offer letter/offer sheet. Loan contracts reflect, like any contract, an “offer,” “acceptance of offer,” “consideration” and can only relate to “legal” situations (a term loan contract involving the sale of heroin drugs is not “legal”). Loan contracts are recorded in their letters of commitment, agreements that reflect agreements between the parties involved, a certificate of commitment and a guarantee contract (for example. B a mortgage or personal guarantee). The credit contracts offered by regulated banks are different from those offered by financial firms, with banks benefiting from a “bank charter”, which is granted as a privilege and which includes “public confidence”. Particular attention should be paid to all “default cross” clauses that affect the fact that a failure in one agreement triggers a standard between another. These should not apply to on-demand facilities provided by the lender and should include thresholds defined accordingly. Borrowers: The definition of the borrower includes all group companies that require access to the loan, including revolving credits (flexible credits as opposed to a fixed amount repaid in increments) or the working capital component.