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The Tripartite Loan Agreement is a sophisticated financial instrument used in Australian financing transactions where a three-way relationship is required to facilitate a loan arrangement. This document is commonly used in situations where additional security or coordination is needed beyond a standard bilateral loan agreement, such as when a parent company guarantees a subsidiary's loan, when security is provided by a third party, or when a facility agent coordinates a complex lending arrangement. The agreement must comply with Australian banking and finance regulations, including the National Consumer Credit Protection Act 2009 (Cth), Banking Act 1959 (Cth), and relevant state laws. It contains detailed provisions regarding the loan facility, drawdown conditions, repayment terms, security arrangements, and the specific rights and obligations of each party, while also incorporating necessary safeguards and regulatory requirements specific to the Australian jurisdiction.

1. Parties: Identifies and defines the three parties to the agreement - typically the Lender, Borrower, and Third Party (e.g., Guarantor, Security Provider, or Facility Agent)

2. Background: Sets out the context and purpose of the loan agreement and the role of each party

3. Definitions and Interpretation: Defines key terms used throughout the agreement and establishes interpretation principles

4. The Facility: Details the loan amount, purpose, and basic terms of the facility

5. Conditions Precedent: Specifies conditions that must be satisfied before the facility becomes available

6. Drawdown: Sets out the mechanics and conditions for drawing down the loan

7. Interest and Fees: Specifies interest rates, calculation methods, and applicable fees

8. Repayment and Prepayment: Details repayment schedule, prepayment terms, and related conditions

9. Representations and Warranties: Contains statements of fact and assurances from each party

10. Undertakings: Sets out ongoing obligations of each party during the loan term

11. Events of Default: Lists circumstances that constitute default and consequences

12. Third Party Obligations: Specifies the specific roles, rights, and obligations of the third party

13. Changes to Parties: Addresses assignment and transfer rights

14. Administration and Notices: Contains administrative provisions including notice requirements

15. Governing Law and Jurisdiction: Specifies Australian law as governing law and jurisdiction for disputes

16. Boilerplate Provisions: Standard legal provisions including severability, entire agreement, and amendments