The Limited Recourse Loan Agreement is a crucial document in project finance and structured finance transactions in India, typically used for large-scale infrastructure, energy, and industrial projects. This agreement is appropriate when lenders agree to look primarily to the project's assets and cash flows for repayment, rather than the sponsor's other assets. The document establishes the precise scope of limited recourse, details the security package, and outlines the specific circumstances under which lenders can enforce their rights. It must comply with Indian banking regulations, the SARFAESI Act, and other relevant legislation while incorporating international best practices in project finance. The agreement is particularly relevant for projects where the borrower is a special purpose vehicle (SPV) and the financing structure relies on project revenues for debt service.
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1. Parties: Identification of the lender(s), borrower(s), and any other relevant parties to the agreement
2. Background: Context of the transaction, purpose of the loan, and basic transaction structure
3. Definitions and Interpretation: Definitions of key terms and interpretation rules for the agreement
4. The Facility: Details of the loan facility, including amount, purpose, and availability
5. Conditions Precedent: Conditions that must be satisfied before drawdown
6. Drawdown: Procedures and requirements for utilizing the loan facility
7. Interest: Interest rate, calculation methods, and payment provisions
8. Repayment and Prepayment: Terms for scheduled repayment and voluntary/mandatory prepayment
9. Security: Description of security package and security creation requirements
10. Limited Recourse Provisions: Core provisions limiting lender's recourse to specified assets/cash flows
11. Representations and Warranties: Standard and transaction-specific representations and warranties
12. Covenants: Positive and negative undertakings of the borrower
13. Events of Default: Circumstances constituting default and consequences
14. Payments: Payment mechanics, currency, and tax provisions
15. Changes to Parties: Assignment and transfer provisions
16. Administration: Notice provisions and administrative matters
17. Governing Law and Jurisdiction: Choice of law and jurisdiction provisions
1. Facility Agent Provisions: Required for syndicated facilities to detail the agent's role and responsibilities
2. Security Agent Provisions: Required when security is held through a security trustee/agent
3. Account Bank Provisions: Required when project accounts are maintained with a designated account bank
4. Intercreditor Provisions: Required when multiple creditors are involved with different priorities
5. Cash Waterfall: Required when there is a specific order of priority for application of project revenues
6. Insurance Provisions: Detailed insurance requirements when specific insurance coverage is critical to the security package
7. Step-in Rights: Required when lenders need rights to take control of project contracts
8. Hedging Obligations: Required when hedging is part of the transaction structure
1. Form of Drawdown Request: Standard form for requesting loan disbursements
2. Conditions Precedent Documents: Detailed list of required conditions precedent documents
3. Security Documents: List and copies of all security documents
4. Repayment Schedule: Detailed schedule of repayment dates and amounts
5. Project Accounts: Details of required project accounts and operating procedures
6. Form of Transfer Certificate: Standard form for transferring loan participations
7. Financial Covenants: Detailed financial covenant calculations and requirements
8. Permitted Security: List of pre-approved security interests
9. Form of Compliance Certificate: Standard form for periodic compliance certification
Relevant legal definitions
Clauses
Relevant Industries
Infrastructure
Energy
Renewable Energy
Real Estate
Mining
Oil & Gas
Transportation
Power Generation
Telecommunications
Industrial Development
Waste Management
Water Treatment
Relevant Teams
Legal
Finance
Treasury
Risk Management
Compliance
Project Finance
Corporate Banking
Credit
Investment Banking
Operations
Relevant Roles
Chief Financial Officer
Finance Director
Project Finance Manager
Legal Counsel
Corporate Lawyer
Finance Manager
Project Manager
Risk Manager
Treasury Manager
Compliance Officer
Investment Banking Director
Project Finance Associate
Contract Manager
Banking Relationship Manager
Credit Risk Officer
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