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The Syndicated Loan Agreement is a critical financing document used when the size or complexity of a financing necessitates participation from multiple lenders. This agreement, governed by Austrian law, establishes the framework for a syndicated lending facility, detailing the rights and obligations of all parties, including borrowers, lenders, and various agents. It incorporates specific Austrian legal requirements while maintaining consistency with international lending practices. The document is typically used for large-scale corporate financing, project finance, acquisition finance, or other significant capital needs where a single lender cannot or chooses not to provide the entire facility amount. It includes detailed provisions for facility administration, decision-making processes among the syndicate members, transfer mechanisms, and enforcement rights, all structured to ensure compliance with Austrian legal requirements and market standards.

1. Parties: Identification of the borrower(s), arrangers, facility agent, security agent (if applicable), and original lenders

2. Background: Brief description of the transaction and purpose of the facility

3. Definitions and Interpretation: Comprehensive definitions section and rules of interpretation, including Austrian law-specific terms

4. The Facilities: Details of the loan facilities, including type, purpose, and commitment amounts

5. Purpose: Permitted uses of the loan proceeds

6. Conditions of Utilisation: Conditions precedent to initial and subsequent drawdowns

7. Utilisation: Mechanics and procedures for requesting and making loans

8. Repayment: Repayment terms, including scheduled amortization if applicable

9. Prepayment and Cancellation: Voluntary and mandatory prepayment events and procedures

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

11. Fees: All applicable fees including arrangement, commitment, and agency fees

12. Tax Gross Up and Indemnities: Tax provisions and related indemnification obligations

13. Increased Costs: Provisions for dealing with changes in law or regulations affecting lenders' costs

14. Representations and Warranties: Borrower representations and warranties, adapted to Austrian law requirements

15. Information Undertakings: Financial and other information delivery obligations

16. Financial Covenants: Financial maintenance covenants and related definitions

17. General Undertakings: Positive and negative covenants

18. Events of Default: Default triggers and consequences

19. Changes to the Parties: Transfer and assignment provisions, including Austrian law requirements

20. Role of the Agent and the Arrangers: Rights, duties, and obligations of the administrative parties

21. Conduct of Business by the Finance Parties: Provisions governing lender conduct and decision-making

22. Payment Mechanics: Payment procedures, currencies, and set-off rights

23. Set-Off: Rights of set-off under Austrian law

24. Notices: Communication methods and requirements

25. Calculations and Certificates: Basis for calculations and form of certificates

26. Partial Invalidity: Severability provisions

27. Remedies and Waivers: Rights and waivers provisions

28. Amendments and Waivers: Procedures for modifications to the agreement

29. Governing Law and Enforcement: Austrian law as governing law and enforcement provisions

30. Jurisdiction: Jurisdiction and dispute resolution provisions