Umowa kredytowa 3

Obligations to provide regular financial and operational updates.

The duration during which the loan agreement remains in effect.

Financial reports reviewed and verified by an independent auditor.

The top-level parent company in a corporate structure.

The entity that owns shares in the Borrower.

The main party responsible for construction works.

The party leasing the property from the Borrower.

A commitment to try, but without a strict guarantee.

Approved by the party representing the lenders.

A person legally empowered to sign documents on behalf of a company.

A standard indicating that financial statements accurately reflect the company’s financial position.

Representing financial data without distortion or bias.

A financial statement showing assets, liabilities, and equity at a specific point in time.

A statement showing revenues, expenses, and profit over a period.

Additional explanations and disclosures accompanying the main financial statements.

Standardized accounting rules used to prepare financial statements.

Applied in the same manner across reporting periods for comparability.

A formal statement confirming compliance with financial covenants.

The section of the agreement setting financial performance requirements.

The date on which financial covenant compliance is assessed.

Rental income after deducting operating costs and taxes.

Tax refund received or receivable by the Borrower.

A person legally empowered to act on behalf of the Borrower.

A digital form of signature legally recognized for document authentication.

Legal rules defining who can sign documents on behalf of a company.

Official approval to use a completed building.

A financial plan for the property’s operating expenses and revenues.

A schedule listing tenants, rental terms, and payments.

Amounts overdue and unpaid by tenants.

Summary of income and expenses related to property operations.

Official confirmation of tax compliance.

Polish institution managing social security contributions.

Legal processes involving disputes or regulatory issues.

Immediately after learning of a relevant fact or event.

A request that is justified and not excessive.

Approved in advance through formal written agreement.

A breach of the loan agreement, such as missed payments or covenant violations.

To take corrective action to fix a breach or issue.

A formal document confirming a specific status or condition.

A significant deterioration in financial, legal, or operational condition.

A day on which banks are open for business, excluding weekends and holidays.

Regulatory process of verifying the identity and background of clients.

Concealing the origins of illegally obtained money.

Providing financial support to terrorist activities.

Legal documents defining the company’s structure and representation rules.

Legal and corporate capacity to enter into and perform agreements. E.g., The Borrower has the power and authority to sign the loan agreement.

The transaction does not breach internal or legal limits. E.g., The borrowing does not exceed corporate powers.

Required approvals or permits. E.g., Board resolutions, licenses, or regulatory consents.

Legally acceptable in court. E.g., The agreement is admissible in evidence in Poland.

Standard legal limitations on enforceability. E.g., Subject to insolvency or enforcement laws.

Withholding tax applied to payments. E.g., No tax deduction is required under Polish law.

Tax on legal documents. E.g., Stamp duty applies to powers of attorney.

Legal formalities for enforceability. E.g., Mortgages must be registered in the land register.

Official registers for security interests. E.g., Pledges must be registered.

A breach of contract triggering lender rights. E.g., Non-payment or breach of covenants.

A realistic and foreseeable possibility. E.g., No default is reasonably likely to occur.

Drawing funds under the loan facility. E.g., No default will result from any Utilisation.

A time window to remedy a breach before it becomes a default. E.g., A missed payment may become a default after the grace period.

A situation allowing a party to terminate a contract. E.g., Cross-default clauses often define termination events.

Information that could mislead a lender in making a decision. E.g., Omitting a major tenant default.

Independent expert who assesses property value. E.g., The Valuer relied on Borrower’s data.

Legal analysis of the Borrower or project. E.g., Lawyers prepare this report for the Lenders.

Failure to disclose relevant information. E.g., The Borrower must not withhold material facts.

Forecasts of future financial performance. E.g., Based on reasonable assumptions.

Standardy stosowane przy sporządzaniu sprawozdań finansowych. E.g., Polish GAAP or IFRS.

Accurately reflect the financial condition. E.g., The statements fairly represent the Borrower’s operations.

A significant deterioration in financial or business condition. E.g., No MAC has occurred since the last financials.

Accounting policies used uniformly over time. E.g., No change in depreciation method.

A legal term meaning that obligations rank equally in priority of payment.

A creditor who does not have collateral backing their claim.

A creditor whose claims are not ranked below others in case of insolvency.

Obligations that are given priority by law, such as tax debts.

A significant negative change in the borrower's financial or legal condition.

A legal action related to environmental damage or non-compliance.

Regulations governing pollution, waste, and environmental protection.

An official authorization to carry out activities affecting the environment.

A material that poses risks to health or the environment.

Routine business activities carried out in normal operations.

A phrase limiting liability based on known information at the time.

To engage in commercial or operational activities.

In line with or not contradicting the terms of another document.

A legal or beneficial right to own or use a property.

Ownership that provides the benefits of property even if not in name.

A situation where an entity is fully liable for its debts.

Significant financial obligations that may affect solvency.

A potential obligation depending on a future event.

Regular, routine operations of a company.

The total sum of all items combined.

A party appointed to manage financial transactions on behalf of lenders.

Bank accounts already approved and in use by the Borrower.

Properly and on time, in accordance with legal or contractual obligations.

To pay off or settle a financial obligation.

Taxes legally levied on a person or entity.

Becoming liable for additional charges due to late payment.

Disputed honestly and with legitimate reasons.

Legal or procedural methods suitable for the situation.

A formally submitted and legally acceptable application.

Official documents filed with tax authorities reporting income and taxes owed.

Legal demands or accusations made against a party.

A realistic possibility based on known facts or circumstances.

A legally recognized ownership right to an asset.

Assets pledged to secure the obligations under the finance documents.

A legal claim or restriction on a property, such as a lien or easement.

A right to use part of a property for a specific purpose (e.g., utility access).

Official public records of property ownership and encumbrances.

The gradual sinking of land, which can damage buildings.

Significant physical harm that affects the value or usability of an asset.

A flaw in the building’s structure that may compromise safety or value.

Acting honestly and without intent to deceive.

To obstruct or hinder progress or use.

A legal charge over property to secure a loan.

A legal right over assets to secure repayment of a loan.

A clause preventing the borrower from creating additional security interests.

The highest level of priority in case of enforcement or liquidation.

Equal ranking with other creditors or security holders.

The total value of shares issued by a company.

Shares for which the full purchase price has been paid.

A contractual right to buy shares at a future date.

Legal documents that define the structure and rules of a company (e.g., articles of association).

To prevent or make difficult the execution of certain actions.

The process of realizing the value of security in case of default.

Has legal ownership and decision-making authority.

Unable to pay debts as they become due.

At risk of becoming insolvent based on financial condition.

Any agreement related to the financing transaction.

The process of closing a company and distributing its assets.

Legal termination of a company’s existence.

Changing the structure or operations of a company to improve viability.

Selling assets to pay off debts, often in insolvency.

A person appointed to manage a company’s assets during insolvency.

Insolvency processes initiated in another jurisdiction.

Adjusting payment terms or replacing debt with new financing.

A party that has obligations under the finance documents.

Legal protection preventing a party from being sued.

Legal processes to enforce a judgment or secure assets.

Any formal legal action or proceeding.

Official permission required by law or regulation.

Legal approval to begin construction.

Authorization to carry out activities affecting the environment.

Legally assigned or moved to another party.

Contracts and materials defining the scope and terms of a development project.

Significant modifications that affect the substance of a document.

A party representing the lenders and overseeing compliance.

Creations of the mind, such as designs, inventions, and trademarks.

A person who holds legal title and enjoys the benefits of ownership.

Permission to use intellectual property under agreed terms.

The date by which the project must be fully completed.

To violate someone’s legal rights, especially intellectual property.

A legal dispute questioning whether a right or document is legally enforceable.

The amount of equity the borrower must invest in the project.

A loan that ranks below other debts in case of liquidation.

A significant negative change in financial or legal condition.

The initial financial reports used as a reference point in the agreement.

Representations that are deemed to be repeated at regular intervals (e.g., interest payment dates).

Considered as restated without needing a new formal declaration.

The scheduled date on which interest is due under the loan agreement.

As soon as reasonably possible, without unnecessary postponement.

A statement that has become incorrect or inapplicable due to changed circumstances.

Compensation for losses due to currency conversion. E.g., The Borrower must cover FX losses if payment is made in the wrong currency.

Amount due to be received. E.g., The receivable is denominated in EUR.

Exchange rate used to convert currencies. E.g., Based on the Lender’s internal rate.

Legal process to recover debt. E.g., Payment obtained through court enforcement.

Contracts for financial hedging (e.g., swaps). E.g., Currency indemnity does not apply to Hedge Documents.

Compensation for specific costs not covered elsewhere. E.g., Costs due to Event of Default.

A breach of contract triggering lender rights. E.g., Non-payment or covenant breach.

A formal request to draw funds. E.g., The Borrower submitted a Utilisation Request.

Notice from the Borrower to repay early. E.g., Costs arise if the Borrower fails to prepay as notified.

Costs supported by evidence. E.g., Legal fees, funding costs, etc.

Compensation for losses or costs incurred by the Agent. E.g., The Borrower must indemnify the Agent for investigation costs.

Based on objective, rational judgment. E.g., The Agent reasonably believes a Default occurred.

Cost supported by evidence (e.g., invoices). E.g., Legal fees must be properly documented.

A directive or order given to the Agent. E.g., The Agent relied on an instruction from the Borrower.

Steps to reduce or avoid negative consequences. E.g., The Lender may transfer obligations to mitigate costs.

A company related by ownership or control. E.g., Rights may be transferred to an Affiliate.

Restriction on obligations or liability. E.g., The Lender is not obliged to mitigate if it would be prejudicial.

Likely to cause harm or disadvantage. E.g., The Lender may refuse mitigation if it is prejudicial.

Costs that are fair and justifiable. E.g., The Borrower must reimburse reasonably incurred expenses.

External costs related to preparing and executing the loan. E.g., Legal and notary fees.

Legal process of making a security interest enforceable. E.g., Registration of mortgage.

Legal review of the project or borrower. E.g., Required before first disbursement.

Agreed in advance between parties. E.g., Costs must be pre-agreed to be reimbursed.

A modification to the terms of the agreement. E.g., The Borrower requested an amendment to the repayment schedule.

A formal relinquishment of a contractual right. E.g., A waiver of a financial covenant.

Formal approval by the Lenders or Agent. E.g., Consent to release a security.

Supported by proper evidence (e.g., invoices). E.g., Only duly documented costs are reimbursed.

Agreed in advance between parties. E.g., Costs must be pre-agreed to be reimbursed.

A formal statement of fact made by the Borrower. E.g., The Borrower represents it is duly incorporated.

Legally formed under applicable law. E.g., A limited liability company under Polish law.

The main place of business for insolvency purposes. E.g., COMI is in Poland.

A place of operations in another jurisdiction. E.g., The Borrower has no establishment outside Poland.

EU regulation on cross-border insolvency proceedings. E.g., Defines COMI and establishment.

Increasing a payment to offset tax deductions. E.g., The Borrower must gross-up payments to ensure the Lender receives the full amount.

Withholding tax required by law. E.g., If a tax deduction applies, the Borrower must gross-up.

Amount received after deductions. E.g., The Lender must receive the net amount as if no tax was withheld.

As required by applicable legislation. E.g., Tax deductions may be required pursuant to law.

Obligations to compensate for losses or damages. E.g., The Borrower shall indemnify the Lender for any tax-related losses.

A lender that meets tax treaty or domestic law conditions to receive payments without withholding. E.g., No gross-up applies if the Lender is not a Qualifying Lender.

A lender entitled to tax benefits under a double tax treaty. E.g., A Treaty Lender must provide tax documents.

Official tax authority guidance or relief. E.g., Changes in published practice may affect gross-up obligations.

Administrative steps to obtain tax exemption. E.g., Filing forms to avoid withholding tax.

A tax on legal documents. E.g., The Borrower must reimburse stamp duties.

Fees for registering legal documents. E.g., Payable in connection with security documents.

Tax on goods and services. E.g., VAT may apply if tax law changes.

Not including VAT. E.g., All amounts are deemed exclusive of VAT.

Repayment of expenses. E.g., The Borrower shall reimburse the Lender for VAT on costs.

Cannot recover VAT. E.g., VAT is payable if the Lender is not entitled to deduction.

Additional costs due to legal or regulatory changes. E.g., The Borrower must reimburse Increased Costs.

International banking regulations on capital and liquidity. E.g., New Basel III rules may increase costs.

Allocated based on share or exposure. E.g., Costs are calculated proportionally if affecting a class of loans.

Adhering to laws or regulations. E.g., Costs incurred due to compliance with new rules.

Formal request for payment. E.g., The Borrower must pay within 10 days of the Agent’s demand.