Syndicated Loan Agreement
This Agreement is executed on ____________ at ____________ by:
- ____________, ____________, of ____________ ("LENDER");
- ____________, ____________, of ____________ ("BORROWER").
Each signatory is a "Party" and together they are the "Parties".
1. Background
1.1 A. ____________.
1.2 B. The Parties wish to record the terms governing ____________.
2. Definitions and Interpretation
2.1 "Applicable Law" means all statutes, rules, regulations, binding orders, permits and governmental requirements applicable to a Party, the subject matter or performance in India.
2.2 "Business Day" means a day other than Saturday, Sunday or public holiday at Place ____________.
2.3 "Confidential Information" means information protected under Clause ____________.
2.4 "Effective Date" means Date ____________.
2.5 "Force Majeure Event" means an event beyond reasonable control that could not reasonably be prevented and materially delays performance.
2.6 "Intellectual Property Rights" means copyright, patents, designs, trade marks, domain names, database rights, know-how and analogous rights worldwide.
2.7 "Losses" means documented losses, damages, liabilities, penalties, interest and reasonable external professional costs.
2.8 "Representatives" means directors, officers, employees, professional advisers and approved contractors who need to know.
2.9 "Schedule" means a schedule forming part of this document.
2.10 "Term" means the period specified in Clause ____________.
2.11 "Secured Obligations" means all amounts and obligations expressly secured under Schedule 1.
2.12 "Security Assets" means the assets particularly described in Schedule 3.
2.13 Headings do not affect interpretation. The singular includes the plural; a person includes an entity; writing includes legally valid electronic communication; "including" is without limitation; and references to law include amendments and subordinate legislation. If a due date is not a Business Day, it moves to the next Business Day.
3. Facility Secured Obligations and Enforcement
3.1 Facility Amount/Guaranteed or Secured Obligations are INR ____________ together with agreed interest, fees, costs and indemnified amounts. Purpose, availability, conditions precedent, repayment, interest rate, default interest and payment account are in Schedules 1 and 2.
3.2 The obligor represents good title and authority, shall preserve secured assets, maintain insurance, pay taxes, provide information, comply with financial covenants and create no additional security except Permitted Security ____________. Security creation, registration, perfection and priority are conditions of utilization where applicable.
3.3 Events of Default include non-payment, uncured material breach, material misrepresentation, insolvency, unlawful performance and specified cross-default. After applicable cure periods, the finance party may accelerate and enforce only through procedures permitted by applicable law, account for proceeds and release security after irrevocable discharge.
4. Scope and Order of Precedence
4.1 The Parties shall perform the transaction and obligations described in Schedule 1. The order of precedence is: signed amendments; this document; Schedule 4; other Schedules; accepted orders or statements of work. A purchase order or standard form does not amend this document unless expressly signed as an amendment.
4.2 Each Party shall provide the approvals, personnel, information, access and cooperation allocated to it and shall promptly notify any matter likely to cause material delay, cost or non-compliance.
5. Governance Changes and Records
5.1 Contract managers ____________ shall meet every ____________. A change to scope, price, risk, timetable, data processing or acceptance requires a written Change Order describing impact and signed by authorized representatives. Operational correspondence alone does not amend this document.
5.2 Each Party shall keep complete records supporting performance and