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The Co-Financing Agreement is utilized when multiple financial institutions collaborate to provide financing for large-scale projects or significant capital investments in South Africa. This document type is essential for projects where the financing requirements exceed the capacity or risk appetite of a single lender, or where different lenders bring specific expertise or strategic advantages. The agreement must comply with South African banking and financial services regulations, including the Banks Act, Financial Sector Regulation Act, and where applicable, the Public Finance Management Act. It typically includes detailed provisions for contribution ratios, disbursement mechanics, security sharing, voting rights, and decision-making processes. The document also addresses specific South African legal requirements such as exchange control regulations and, where relevant, B-BBEE compliance.

1. Parties: Identification of all financing parties, borrower(s), and any security trustees or agents

2. Background: Context of the financing arrangement, purpose of the facility, and brief description of the project or financing need

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

4. Co-Financing Structure: Details of each party's financial commitment, contribution ratios, and aggregate facility amount

5. Conditions Precedent: Conditions that must be satisfied before the agreement becomes effective and before disbursements

6. Disbursement Mechanics: Procedures and requirements for drawing down funds, including notice requirements and coordination between lenders

7. Payment Mechanics: Terms for repayment, prepayment, and allocation of payments between co-financiers

8. Security Structure: Arrangements for shared security, ranking, and security enforcement rights

9. Decision Making: Voting rights, majority requirements for different types of decisions, and consultation procedures

10. Events of Default: Circumstances constituting default and consequences thereof

11. Costs and Expenses: Allocation of costs, fees, and expenses among parties

12. Representations and Warranties: Standard and specific representations and warranties from each party

13. Assignments and Transfers: Rules and procedures for transferring rights and obligations under the agreement

14. Notices: Communication procedures and contact details

15. Governing Law and Jurisdiction: Choice of law and dispute resolution provisions

16. Miscellaneous: Standard boilerplate provisions including amendments, waivers, and severability