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The Loan Syndication Agreement is a sophisticated financial instrument used when the size, complexity, or risk profile of a loan requires participation from multiple lenders. This agreement, governed by New Zealand law, is typically employed for large-scale financing transactions where a single lender may not have the capacity or appetite to provide the entire facility. The document establishes the framework for the entire lending relationship, including facility terms, security arrangements, lender rights and obligations, voting mechanisms, and the roles of the facility agent and security trustee. It ensures compliance with New Zealand's regulatory requirements, including the Financial Markets Conduct Act 2013, Companies Act 1993, and Personal Property Securities Act 1999. The agreement is particularly crucial for major corporate financings, project finance, infrastructure development, and large-scale commercial real estate transactions.

1. Parties: Identifies all parties to the agreement including borrower(s), original lenders, facility agent, and security trustee

2. Background: Sets out the context of the loan syndication and purpose of the facility

3. Definitions and Interpretation: Comprehensive definitions of terms used throughout the agreement and interpretation rules

4. The Facilities: Details of the loan facilities, commitments, and purpose

5. Conditions Precedent: Conditions that must be satisfied before initial utilization and subsequent drawings

6. Utilisation: Procedures and requirements for drawing down the facilities

7. Repayment and Prepayment: Terms for scheduled repayments and voluntary/mandatory prepayments

8. Interest, Interest Periods and Fees: Interest calculation, payment provisions, and fee structures

9. Tax Gross Up and Indemnities: Tax-related provisions and associated indemnities

10. Changes in Circumstances: Provisions dealing with market disruption, increased costs, and illegality

11. Representations and Warranties: Borrower's representations and warranties

12. Information Undertakings: Borrower's obligations regarding financial and other information

13. Financial Covenants: Financial ratios and other financial requirements

14. General Undertakings: Borrower's general positive and negative covenants

15. Events of Default: Circumstances constituting default and consequences

16. The Facility Agent and The Security Trustee: Roles, responsibilities, and rights of the agent and trustee

17. Administration: Payment mechanics, set-off, and other administrative provisions

18. Sharing Among the Finance Parties: Provisions for sharing payments among syndicate members

19. Transfer and Assignment: Procedures for transfers and assignments of participations

20. Governing Law and Jurisdiction: Choice of law and jurisdiction provisions