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The Term Loan Agreement serves as the primary documentation for term loan facilities in Austria, typically used for medium to long-term financing needs such as capital expenditure, acquisitions, or general corporate purposes. The document must comply with Austrian banking regulations (Bankwesengesetz), civil code requirements (ABGB), and where applicable, consumer protection legislation (Konsumentenschutzgesetz). It includes detailed provisions regarding loan disbursement, interest calculation, repayment terms, security arrangements, and events of default, all structured to be enforceable under Austrian law. The agreement is essential for both corporate and individual borrowing, though the specific requirements and protections may vary depending on the borrower's status. The document needs to address specific Austrian law requirements regarding form, content, and execution, particularly concerning security interests and registration requirements.

1. Parties: Identification of the lender(s) and borrower(s) with full legal names and registration details as required under Austrian law

2. Background: Context of the loan facility and purpose of the agreement

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

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

5. Conditions Precedent: Conditions that must be satisfied before drawdown

6. Drawdown: Procedures and requirements for utilizing the loan

7. Interest: Interest rate, calculation periods, and payment provisions in compliance with Austrian interest rate regulations

8. Repayment: Terms of repayment including scheduled payments and final maturity

9. Prepayment: Voluntary and mandatory prepayment provisions

10. Tax Gross Up and Indemnities: Tax provisions and related indemnities

11. Increased Costs: Provisions for dealing with changes in costs due to regulatory or legal changes

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

13. Information Undertakings: Borrower's obligations to provide financial and other information

14. General Undertakings: Borrower's general covenants and obligations

15. Events of Default: Circumstances constituting default and consequences

16. Changes to Parties: Assignment and transfer provisions

17. Payment Mechanics: Payment procedures and calculations

18. Set-off: Rights of set-off under Austrian law

19. Notices: Communication requirements and methods

20. Calculations and Certificates: Basis for calculations and evidence

21. Partial Invalidity: Severability provisions

22. Remedies and Waivers: Rights and waivers provisions

23. Amendments and Waivers: Procedures for modifying the agreement

24. Governing Law and Enforcement: Austrian law as governing law and jurisdiction provisions