In this Agreement, unless the context otherwise requires, the following terms shall have the meanings assigned to them below:

“Agreement” means this Loan Agreement, as amended, supplemented, or otherwise modified from time to time.

“Business Day” means any day other than a Saturday, Sunday, or public holiday in [Designated Jurisdiction] on which commercial banks are open for business.

“Commitment” means the aggregate principal amount of up to [Commitment Amount] to be made available by the Lender to the Borrower pursuant to this Agreement.

“Disbursement Date” means each date on which the Loan or any part thereof is disbursed to the Borrower.

“Event of Default” has the meaning set forth in Section [Events of Default].

“Interest Rate” means the rate of interest applicable to the Loan as specified in Section [Interest and Fees].

“Loan” means the aggregate principal amount made available to the Borrower by the Lender under this Agreement.

“Material Adverse Effect” means any event or circumstance that has or could be expected to have a material adverse effect on the business, operations, assets, financial condition, or prospects of the Borrower.

“Person” includes any individual, corporation, company, partnership, firm, joint venture, trust, organization, association, or any governmental authority.

In this Agreement, references to the singular include the plural and vice versa, and references to one gender include all genders. The headings in this Agreement are for convenience only and shall not affect the interpretation of this Agreement.

The Lender agrees to make available to the Borrower, and the Borrower agrees to borrow from the Lender, a revolving/term loan facility in an aggregate principal amount not to exceed [Facility Amount] (“Loan Facility”) on the terms and subject to the conditions contained herein.

The Loan Facility shall be available for drawdown during the period commencing on the Effective Date and ending on [Expiry Date], unless otherwise extended or terminated in accordance with this Agreement.

Each drawing under the Loan Facility shall be in a minimum amount of [Minimum Drawdown Amount] and in integral multiples of [Drawdown Multiple], unless otherwise agreed in writing by the Lender.

The Borrower may not re-borrow any amount repaid or prepaid under the Loan Facility, unless expressly permitted by the terms of this Agreement.

The Loan Facility shall bear interest at the Interest Rate set forth in Section [Interest and Fees], and such interest shall accrue and be paid in accordance with the terms herein.

The Lender’s obligation to make the Loan or any part thereof available is subject to the satisfaction of the Conditions Precedent as set forth in Section [Conditions Precedent].

The Borrower shall not be entitled to request any disbursement under the Loan Facility if any Event of Default has occurred and is continuing or would result from such disbursement.

The Borrower hereby undertakes to use the proceeds of the Loan exclusively for the purpose of [Describe Purpose, e.g., working capital, capital expenditures, acquisition, project financing], and for no other purpose whatsoever without the prior written consent of the Lender.

The Borrower shall not use, directly or indirectly, any portion of the Loan for any unlawful purpose or in contravention of any applicable law, regulation, or order of any governmental authority.

The Borrower warrants that the use of the Loan proceeds will comply with all internal policies of the Borrower and with all covenants and restrictions applicable to the Borrower.

The Borrower shall provide the Lender with periodic reports, at intervals reasonably specified by the Lender, detailing the use and application of the Loan proceeds.

The Borrower shall maintain proper books and records regarding the use of the Loan proceeds and permit the Lender or its representatives to inspect such books and records at any reasonable time upon prior notice.

No part of the Loan proceeds shall be used to finance any payment or activity that would result in a violation of anti-bribery, anti-corruption, or anti-money laundering laws or regulations.

The Borrower shall promptly notify the Lender in writing of any material deviation from the intended use of the Loan proceeds.

The obligation of the Lender to advance any portion of the Loan is subject to the prior satisfaction or waiver by the Lender of each of the following conditions precedent:

The Borrower shall have delivered to the Lender all necessary corporate approvals, resolutions, and authorizations permitting the execution, delivery, and performance of this Agreement and the transactions contemplated herein.

The Borrower shall have provided the Lender with duly executed copies of this Agreement and all related documents, in form and substance satisfactory to the Lender.

The Borrower shall have delivered to the Lender evidence of the perfection and registration of any security or collateral required under Section [Security and Collateral].

All representations and warranties made by the Borrower in this Agreement shall be true, accurate, and complete in all material respects as of the date of each disbursement.

No Event of Default or event that, with notice or lapse of time or both, would constitute an Event of Default, shall have occurred and be continuing as of the date of disbursement.

The Borrower shall have delivered to the Lender evidence of insurance coverage satisfactory to the Lender, where applicable.

Such other documents, certificates, legal opinions, or other evidence as the Lender may reasonably require, in its sole discretion, in connection with the Loan and the security or collateral for the Loan.

Subject to the satisfaction of all Conditions Precedent, the Lender shall disburse the Loan proceeds to the Borrower in one or more instalments as requested by the Borrower in accordance with this Agreement.

Each request for a disbursement shall be made by the Borrower in writing, specifying the requested amount, proposed Disbursement Date, and the account to which the funds are to be credited, at least [Notice Period] prior to the proposed Disbursement Date.

The Lender shall, upon receipt of a duly completed and satisfactory disbursement request, transfer the requested Loan amount to the Borrower’s designated account by wire transfer or such other method as the Lender may determine.

No disbursement shall be required to be made if the aggregate principal amount of all outstanding borrowings under the Loan Facility would exceed the Commitment after giving effect to such disbursement.

The Lender may, in its sole discretion, withhold or delay any disbursement if any of the representations, warranties, or covenants of the Borrower shall not be true, accurate, and complete or if any Event of Default has occurred or would result from such disbursement.

Disbursement of the Loan proceeds by the Lender shall be deemed to constitute a certification by the Borrower that all Conditions Precedent have been satisfied as of the Disbursement Date.

The Lender shall not be liable for any delay in the disbursement of any Loan proceeds caused by circumstances beyond its reasonable control, including technical or operational failures.

The Loan shall bear interest on the outstanding principal amount at a rate of [Interest Rate]% per annum, calculated on the basis of a [Day Count Convention, e.g., 360/365-day year], and payable in arrears on each [Interest Payment Date].

In addition to interest, the Borrower shall pay to the Lender a commitment fee of [Commitment Fee]% per annum on the undrawn portion of the Commitment, calculated from the Effective Date until the last date on which the Loan Facility is available.

The Borrower shall pay a one-time arrangement fee of [Arrangement Fee] to the Lender on the Effective Date or such other date as the Lender may specify.

All fees and interest payable under this Agreement shall accrue from day to day and be computed on the basis of the actual number of days elapsed.

If the Borrower fails to pay any amount due under this Agreement on its due date, such overdue amount shall bear interest at the default rate of [Default Rate]% per annum, from the due date until the date of actual payment.

The Borrower may, with the prior written consent of the Lender, prepay all or any part of the Loan, subject to the payment of any applicable prepayment fee specified in this Agreement.

All interest and fees shall be paid free and clear of any deductions or withholdings for or on account of taxes, except as required by applicable law.