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Memorandum Of Deposit
I need a Danish law Memorandum of Deposit to secure a portfolio of marketable securities held in a custody account with Danske Bank, where the security is being granted in favor of a syndicate of lenders represented by a security agent in connection with a €500M facility agreement closing in March 2025.
1. Parties: Identification of the Depositor (security provider) and the Depositee (security taker), including full legal names, registration numbers, and addresses
2. Background: Context of the security arrangement, reference to any underlying obligations or facility agreements
3. Definitions: Definitions of key terms used in the document, including 'Secured Assets', 'Secured Obligations', and other relevant terms
4. Creation of Security: Express provisions creating the security interest over the Secured Assets
5. Secured Assets: Detailed description of the assets being provided as security
6. Secured Obligations: Definition and scope of the obligations being secured by the deposit
7. Perfection Requirements: Steps required to perfect the security interest under Danish law
8. Depositor's Representations and Warranties: Confirmations regarding ownership, authority, and absence of encumbrances
9. Depositor's Obligations: Ongoing obligations regarding maintenance and preservation of the Secured Assets
10. Rights and Remedies: The Depositee's rights in case of default or enforcement
11. Governing Law and Jurisdiction: Confirmation of Danish law as governing law and jurisdiction of Danish courts
1. Further Assurance: Additional actions the Depositor must take to protect or enhance the security - useful for complex security arrangements
2. Power of Attorney: Grant of power of attorney to the Depositee - include when required for specific types of assets or enforcement scenarios
3. Insurance: Requirements for insurance of physical assets - include when tangible assets are part of the security
4. Voting Rights: Provisions regarding exercise of voting rights - include when securities or shares are being deposited
5. Release Provisions: Conditions and process for releasing the security - include when partial release might be contemplated
6. Tax Provisions: Allocation of tax obligations - include when tax implications are significant
7. Notice Requirements: Specific notice requirements for particular types of assets - include when required by Danish law for certain asset types
1. Schedule 1 - Secured Assets: Detailed list and description of all assets subject to the security interest
2. Schedule 2 - Perfection Requirements: Specific actions required to perfect the security interest for different types of assets
3. Schedule 3 - Form of Notice: Template notices required for perfection (if applicable)
4. Schedule 4 - Existing Security Interests: List of any permitted existing security interests over the Secured Assets
5. Appendix 1 - Copy of Underlying Agreement: Copy of the agreement creating the secured obligations
6. Appendix 2 - Corporate Authorizations: Copies of relevant corporate authorizations and powers of attorney
Authors
Secured Obligations
Security Period
Security Interest
Event of Default
Enforcement Event
Business Day
Danish Business Day
Depositor
Depositee
Facility Agreement
Finance Documents
Security Documents
Permitted Security
Related Rights
Secured Party
Security Agent
Security Provider
Underlying Agreement
Perfection Requirements
Registration Requirements
Relevant Jurisdiction
Danish Law
Encumbrance
Enforcement Notice
Disposal
Insolvency Event
Material Adverse Effect
Voting Rights
Distribution Rights
Notice of Deposit
Confirmation of Deposit
Release Notice
Security Assets Register
Deposit Account
Securities Account
Custody Account
Authorization Documents
Relevant Authority
Security Period
Default Interest Rate
Enforcement Proceeds
Definitions
Creation of Security
Security Grant
Perfection Requirements
Representations and Warranties
Covenants
Secured Assets
Secured Obligations
Further Assurance
Power of Attorney
Enforcement
Remedies
Notice Requirements
Default Provisions
Rights and Obligations
Asset Maintenance
Insurance
Voting Rights
Release of Security
Assignment and Transfer
Amendments
Severability
Notices
Costs and Expenses
Indemnification
Confidentiality
Governing Law
Jurisdiction
Execution
Banking
Financial Services
Insurance
Investment Management
Real Estate
Manufacturing
Energy
Infrastructure
Technology
Telecommunications
Private Equity
Asset Management
Legal
Finance
Treasury
Compliance
Risk Management
Corporate Finance
Transaction Management
Security Administration
Credit
Portfolio Management
Chief Financial Officer
Finance Director
Treasury Manager
Legal Counsel
Corporate Lawyer
Security Trustee
Compliance Officer
Risk Manager
Transaction Manager
Portfolio Manager
Security Agent
Banking Relationship Manager
Corporate Finance Manager
Investment Manager
Asset Manager
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