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The Refinance Agreement serves as a crucial financial instrument in the Indian banking and finance sector, enabling borrowers to restructure their existing debt obligations under more favorable terms. This document becomes necessary when a borrower seeks to replace existing loan facilities, whether to benefit from better interest rates, extend repayment periods, or consolidate multiple loans. The agreement must comply with Indian banking regulations, including RBI guidelines and the Banking Regulation Act 1949, while also addressing security interests under the SARFAESI Act. It typically includes detailed provisions for the new financing terms, security arrangements, conditions precedent, and the mechanism for transitioning from the existing facility to the new refinanced facility.

1. Parties: Identifies the refinancing lender, borrower, and any guarantors

2. Background: Describes the existing loan arrangement and the parties' intention to refinance

3. Definitions and Interpretation: Defines key terms and establishes interpretation rules for the agreement

4. The Refinancing: Details of the refinancing arrangement, including amount, purpose, and replacement of existing facilities

5. Conditions Precedent: Prerequisites that must be satisfied before the refinancing becomes effective

6. Representations and Warranties: Statements of fact and assurances given by the borrower

7. Covenants: Positive and negative obligations of the borrower during the term of the refinancing

8. Interest and Fees: Details of interest rates, calculation methods, and any applicable fees

9. Repayment Terms: Schedule and method of repayment, including prepayment provisions

10. Security: Description of security interests maintained or created for the refinanced facility

11. Events of Default: Circumstances constituting default and their consequences

12. Indemnities: Borrower's obligations to indemnify the lender against specified losses

13. Notices: Process and requirements for formal communications between parties

14. Governing Law and Jurisdiction: Specifies Indian law as governing law and jurisdiction for disputes

15. Boilerplate Provisions: Standard contractual provisions including amendments, assignments, and severability