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1. Parties: Identifies the existing lender (Transferor), the new lender (Transferee), and the borrower
2. Background: Recitals explaining the existing loan agreement, reason for novation, and intention of the parties
3. Definitions and Interpretation: Defines key terms used in the agreement and sets out interpretation rules
4. Novation: Core clause effecting the novation, transfer of rights and obligations
5. Effective Date: Specifies when the novation takes effect and any conditions precedent
6. Release and Discharge: Releases the original lender from obligations and confirms borrower's consent
7. Representations and Warranties: Standard representations from all parties regarding their capacity and authority
8. Costs and Expenses: Allocation of costs related to the novation
9. Notices: Communication procedures between parties
10. Governing Law and Jurisdiction: Confirms Indian law as governing law and specifies jurisdiction for disputes
1. Security Confirmation: Required when the original loan is secured - confirms continuation of security arrangements
2. Tax Provisions: Include when there are specific tax implications of the novation that need to be addressed
3. Regulatory Compliance: Required when any party is a regulated entity (e.g., bank or NBFC)
4. Consideration: Include if there is any payment between the original and new lender for the transfer
5. Partial Novation: Required when only part of the loan is being transferred to the new lender
6. Confidentiality: Include when parties want specific confidentiality obligations beyond standard terms
1. Schedule 1 - Original Loan Agreement Details: Copy or summary of the key terms of the original loan agreement
2. Schedule 2 - Outstanding Amount and Payment Details: Details of the current loan balance, payment schedule, and interest rates
3. Schedule 3 - Conditions Precedent: List of documents and conditions required before novation becomes effective
4. Schedule 4 - Form of Notice to Borrower: Template for formal notice of novation to the borrower
5. Schedule 5 - Security Details: If applicable, details of any security arrangements being transferred
6. Appendix A - Execution Formalities: Required execution formalities for each party based on their entity type
Borrower
Business Day
Completion Date
Conditions Precedent
Cut-off Date
Effective Date
Encumbrance
Event of Default
Existing Facility Agreement
Existing Lender
Existing Security
Finance Documents
Financial Indebtedness
Governmental Authority
Interest Period
Loan
New Lender
Novated Rights and Obligations
Novation
Original Loan Agreement
Outstanding Amount
Parties
Receiving Party
Regulatory Approvals
Security Documents
Security Interest
Stamp Duty
Transaction Documents
Transfer
Transfer Date
Transferee
Transferor
Recitals
Definitions
Interpretation
Novation
Transfer of Rights and Obligations
Release and Discharge
Consideration
Conditions Precedent
Representations and Warranties
Security Continuation
Covenants
Payment Provisions
Interest
Tax
Costs and Expenses
Further Assurance
Assignment
Notices
Amendments
Severability
Entire Agreement
Counterparts
Force Majeure
Confidentiality
Data Protection
Anti-Money Laundering
Regulatory Compliance
Stamp Duty
Governing Law
Jurisdiction
Dispute Resolution
Banking
Financial Services
Insurance
Private Equity
Real Estate
Infrastructure
Manufacturing
Healthcare
Retail
Technology
Telecommunications
Energy
Legal
Finance
Risk Management
Compliance
Credit
Treasury
Corporate Finance
Debt Restructuring
Portfolio Management
Transaction Management
Legal Counsel
Finance Manager
Chief Financial Officer
Risk Manager
Compliance Officer
Credit Manager
Portfolio Manager
Treasury Manager
Banking Relationship Manager
Corporate Finance Director
Debt Restructuring Specialist
Financial Controller
General Counsel
Transaction Manager
Senior Loan Officer
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