SYNDICATED LOAN AND SECURITY DOCUMENTATION

Mr. Z

Address….

Dear Sir,

RE:     SYNDICATED LOAN AND SECURITY DOCUMENTATION

A/C. COMPANY 1.

With reference to the above, please be informed that we have perused the comments of the legal counsel of The City Bank Limited on the draft loan and security documents. Our observations on the said comments are as follows:

FACILITY AGREEMENT

Sl. Clause Remarks

1.Clause 7.1Repayment of principal amount is described in Section 7 and payment of interest under the term loan has been described in Section 6. Section 6 & 7, if read together adequately protect the interest of the lenders. Therefore the amendment suggested is not necessary.

2.Clause 16.2.1Unless and until the Agent has actual knowledge or receipt of actual notice of any event of default, it is not possible for the Agent to assume occurrence of any event of default or to investigate if an Event of Default has occurred.

The deletion is not agreed to 3.Clause 16.2.6 & 16.2.7Since there are numerous lenders, the Agent shall have to exercise its power in accordance with the instructions of the Majority Lenders. The Agent cannot exercise any power or take any action suo moto.

If the Agent incurs any costs, expenses, claims, damages

during the course of exercising any action in accordance with the instruction of the Majority Lenders for their benefit, the Agent should reasonably be indemnified by the Lenders.

The deletion is not agreed to. 4.Clause 16.4.5The Agent is under fiduciary duty towards the Lenders or the Borrower for all deeds and acts so stipulated in the Agreement to be undertaken by the Lenders. The Agent cannot be legal responsibilities for any duties outside the Agreement.5. Clause 21.2Please specify clearly for doing our needful.

PARI PASSU SECURITY SHARING AGREEMENT

Sl. Clause Remarks

1.Clause 4.2(a)We could not understand where the correction has been suggested. Please specify clearly.2.Section 5Agreed.

Should you have any further query please do not hesitate to revert back to us.

Thanking you.

Yours faithfully,

………………….

For: “The Lawyers & Jurists”

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