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1. Parties: Identification of the parent company as lender and subsidiary as borrower, including registration details and authorized representatives
2. Background: Context of the subsidiary loan arrangement, relationship between parties, and purpose of the loan
3. Definitions and Interpretation: Definitions of key terms, interpretation rules, and currency conventions
4. Loan Amount and Purpose: Specification of the loan amount, currency, and permitted uses of the loan proceeds
5. Interest: Interest rate, calculation method, payment dates, and default interest provisions
6. Drawdown: Conditions and procedures for drawing down the loan, including notice requirements
7. Repayment: Repayment schedule, prepayment provisions, and mandatory prepayment events
8. Subordination: Terms of subordination to other creditors and related restrictions
9. Representations and Warranties: Standard and subsidiary-specific representations and warranties
10. Covenants: Financial and operational covenants specific to subsidiary operations
11. Events of Default: Default triggers and consequences, including cross-default provisions
12. Tax Provisions: Treatment of taxes, including withholding tax and VAT considerations
13. Notices: Communication procedures and contact details
14. Governing Law and Jurisdiction: German law as governing law and jurisdiction provisions
1. Security: Required if the loan is secured by assets or guarantees
2. Parent Company Oversight Rights: Additional control rights for parent company beyond standard covenants
3. Regulatory Compliance: Specific section needed if loan size triggers banking regulations
4. Currency Protection: Required for loans in non-EUR currency
5. Group Treasury Management: Include if part of broader group cash management system
6. Participation in Group Insurance: Required if subsidiary participates in group insurance schemes
7. Change of Control: Include if specific provisions needed for change in subsidiary ownership
8. Intellectual Property Rights: Required if IP rights are relevant to loan purpose or security
1. Schedule 1 - Drawdown Notice Form: Standard form for requesting loan disbursements
2. Schedule 2 - Repayment Schedule: Detailed amortization schedule if term loan
3. Schedule 3 - Calculation of Interest: Detailed interest calculation methodology
4. Schedule 4 - Corporate Authorizations: Required board and shareholder resolutions
5. Schedule 5 - Security Documents: If applicable, list and copies of security documents
6. Schedule 6 - Compliance Certificate: Form for periodic compliance certification
7. Appendix A - Group Structure Chart: Current corporate group structure
8. Appendix B - Financial Covenants Calculations: Methodology for calculating financial covenants
Agreement
Availability Period
Business Day
Change of Control
Commitment
Compliance Certificate
Default
Default Interest
Drawdown Date
Drawdown Notice
EURIBOR
Event of Default
Facility
Finance Documents
Financial Indebtedness
Financial Statements
Financial Year
Group
Interest Payment Date
Interest Period
Interest Rate
Lender
Loan
Material Adverse Effect
Maturity Date
Parent Company
Permitted Purpose
Prepayment Amount
Principal Amount
Relevant Jurisdiction
Repayment Date
Repayment Schedule
Security
Security Documents
Subsidiary
Subordination Terms
Tax
Tax Deduction
Transfer
Unpaid Sum
VAT
Interest
Drawdown
Repayment
Prepayment
Security
Subordination
Representations and Warranties
Conditions Precedent
Covenants
Financial Covenants
Information Undertakings
Events of Default
Acceleration
Tax Gross-up
Set-off
Assignment and Transfer
Amendments and Waivers
Notices
Confidentiality
Costs and Expenses
Indemnities
Currency
Severability
Force Majeure
Parent Company Rights
Regulatory Compliance
Anti-corruption
Data Protection
Governing Law
Jurisdiction
Dispute Resolution
Manufacturing
Technology
Financial Services
Retail
Energy
Healthcare
Real Estate
Telecommunications
Automotive
Chemical Industry
Construction
Agriculture
Transportation
Mining
Consumer Goods
Legal
Finance
Treasury
Tax
Compliance
Risk Management
Corporate Governance
Accounting
Credit Control
Corporate Development
Business Development
Investment
Chief Financial Officer
Finance Director
Treasury Manager
Legal Counsel
Corporate Lawyer
Financial Controller
Group Finance Manager
Tax Director
Company Secretary
Credit Manager
Risk Manager
Compliance Officer
Managing Director
Business Development Manager
Investment Manager
Account Manager
Corporate Finance Manager
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