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The Facility Loan Agreement is a fundamental document in commercial lending transactions under Swiss law, used when a lender or consortium of lenders provides credit facilities to a borrower. This agreement type is essential for both bilateral and syndicated lending arrangements, establishing the comprehensive framework for the lending relationship. The document encompasses all crucial aspects of the facility, including drawdown mechanics, interest calculations, repayment terms, and security arrangements. A Facility Loan Agreement must comply with Swiss regulatory requirements, particularly the Swiss Banking Act and Code of Obligations, while incorporating international banking practices. It's typically used for corporate financing, acquisition financing, project finance, or general corporate purposes, and can be adapted for various facility types including term loans, revolving credits, and multiple currency facilities.

1. Parties: Identification of the lender(s), borrower(s), and any guarantors or other parties to the agreement

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

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

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

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

6. Drawdown: Procedures and requirements for utilizing the facility

7. Interest: Interest rate, calculation methods, and payment provisions

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

9. Prepayment: Provisions for voluntary and mandatory prepayment

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

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

12. Representations: Borrower's representations and warranties

13. Information Undertakings: Requirements for financial and other information to be provided to the lender

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

15. Events of Default: Circumstances constituting default and consequences

16. Changes to Parties: Provisions regarding assignment and transfer

17. Payment Mechanics: Procedures and requirements for making payments

18. Set-off: Rights of set-off and their exercise

19. Notices: Communication requirements and methods

20. Calculations and Certificates: Provisions regarding calculations and evidential value of certificates

21. Partial Invalidity: Severability provisions

22. Remedies and Waivers: Rights and remedies of the parties

23. Amendments and Waivers: Procedures for modifying the agreement

24. Governing Law and Enforcement: Choice of Swiss law and jurisdiction provisions