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The Loan Syndication Agreement is a sophisticated financing document used when the scale of funding requires participation from multiple lenders, typically for large-scale projects or corporate financing needs in India. This agreement is essential when a single lender cannot or does not wish to provide the entire loan amount, necessitating risk sharing among a syndicate of lenders. The document must comply with Indian banking regulations, particularly RBI guidelines on syndicated lending, exposure limits, and security creation. It includes detailed provisions for facility administration, including the appointment of a Facility Agent to manage the relationship between the borrower and the lending syndicate, as well as specific enforcement mechanisms available under Indian law. The agreement becomes particularly relevant for large infrastructure projects, corporate expansions, or acquisition financing where substantial capital is required.

1. Parties: Identifies all parties to the agreement including Borrower, Facility Agent, Security Agent, and original Lenders

2. Background: Sets out the context of the facility and purpose of the loan

3. Definitions and Interpretation: Comprehensive definitions of terms used throughout the agreement and interpretation rules

4. The Facility: Details of the loan facility, including amount, purpose, and availability period

5. Conditions Precedent: Conditions that must be satisfied before drawdown

6. Drawdown: Procedures and requirements for utilization of the facility

7. Repayment: Terms and schedule of repayment

8. Prepayment and Cancellation: Provisions for voluntary and mandatory prepayment and facility cancellation

9. Interest: Interest calculation, periods, and payment provisions

10. Fees: All fees payable under the facility including arrangement, commitment, and agency fees

11. Tax Gross Up and Indemnities: Provisions for tax treatment and related indemnities

12. Increased Costs: Provisions dealing with changes in costs due to regulatory changes

13. Representations and Warranties: Borrower's representations and warranties

14. Information Covenants: Borrower's obligations to provide financial and other information

15. Financial Covenants: Financial ratios and other financial requirements to be maintained

16. General Covenants: General positive and negative covenants

17. Events of Default: Circumstances constituting default and consequences

18. Changes to Parties: Provisions for transfers, assignments, and changes in lending syndicate

19. Role of the Facility Agent: Rights, obligations, and powers of the Facility Agent

20. Role of the Security Agent: Rights, obligations, and powers of the Security Agent

21. Sharing Among Lenders: Provisions for sharing payments and recoveries among lenders

22. Payment Mechanics: Procedures for making payments under the facility

23. Set-off: Rights of set-off and related provisions

24. Notices: Communication procedures and contact details

25. Governing Law and Jurisdiction: Choice of law and jurisdiction provisions