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The Term Facility Agreement is a fundamental document in Swiss banking and finance, used when a lender provides a fixed-term loan to a borrower. This agreement is particularly suited for situations requiring structured financing with clear repayment terms and conditions. It must comply with Swiss regulatory requirements, including the Swiss Banking Act, Financial Market Supervision Act, and Code of Obligations. The document typically includes detailed provisions on facility terms, drawdown mechanics, representations and warranties, covenants, and events of default. It's commonly used for corporate financing, project finance, real estate financing, and other commercial lending purposes. The Term Facility Agreement's structure ensures proper documentation of the lending arrangement while providing adequate protection for all parties involved, incorporating specific Swiss law requirements regarding contract formation, security interests, and enforcement procedures.

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

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

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

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

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

6. Drawdown: Procedures and requirements for utilizing the facility

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

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

9. Prepayment: Voluntary and mandatory prepayment provisions

10. Representations and Warranties: Statements of fact and assurances given by the borrower

11. Information Undertakings: Obligations to provide financial and other information

12. General Undertakings: Positive and negative covenants of the borrower

13. Events of Default: Circumstances that trigger default and enforcement rights

14. Changes to Parties: Transfer and assignment provisions

15. Payment Mechanics: Administrative provisions for payments

16. Set-off: Rights of set-off and counterclaim

17. Notices: Communication procedures between parties

18. Calculations and Certificates: Basis for calculations and evidential value of certificates

19. Partial Invalidity: Severability provisions

20. Remedies and Waivers: Rights and waivers provisions

21. Amendments and Waivers: Procedures for modifying the agreement

22. Governing Law and Jurisdiction: Choice of Swiss law and jurisdiction provisions