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The Tripartite Loan Agreement is a sophisticated financial instrument commonly used in Hong Kong's business environment where a third party's involvement is integral to the loan arrangement. This document is typically employed when additional security or guarantees are required for a loan, or when a facility agent is needed to manage complex loan arrangements. The agreement comprehensively addresses the rights, obligations, and relationships between all three parties, ensuring compliance with Hong Kong's regulatory framework, including the Money Lenders Ordinance and banking regulations. It's particularly valuable in scenarios involving corporate group structures, syndicated lending, or where additional security arrangements are necessary to support the loan facility. The document includes detailed provisions for drawdown mechanisms, security enforcement, event of default procedures, and incorporates Hong Kong-specific legal requirements and market practices.

1. Parties: Identification of all three parties to the agreement and their respective roles (typically Lender, Borrower, and Guarantor/Security Provider/Facility Agent)

2. Background: Context of the loan arrangement and the relationship between the three parties

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

4. The Facility: Details of the loan facility including amount, purpose, and availability

5. Conditions Precedent: Conditions that must be satisfied before the loan can be drawn

6. Drawdown: Procedures and requirements for drawing down the loan

7. Interest: Interest rate, calculation method, and payment terms

8. Repayment: Terms and schedule for repayment of the loan

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

10. Covenants: Ongoing obligations of each party throughout the loan term

11. Events of Default: Circumstances that constitute default and consequences

12. Third Party Rights and Obligations: Specific rights and obligations of the third party to the agreement

13. Payments and Calculations: Payment mechanics, calculations, and currency provisions

14. Changes to Parties: Rules regarding assignment, transfer, and succession

15. Notices: Communication requirements and contact details

16. General Provisions: Standard boilerplate clauses including governing law, jurisdiction, etc.