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The Term Loan Agreement is a fundamental document used in commercial lending transactions under Swiss law, typically employed when a lender provides a fixed-term loan to a borrower for a specific purpose or general corporate use. This agreement is essential for both domestic Swiss transactions and international lending arrangements where Swiss law is chosen as the governing law. The document comprehensively covers all aspects of the lending relationship, including loan amount, interest rates, repayment terms, conditions precedent, representations and warranties, and events of default. It must comply with Swiss banking regulations, including the Swiss Banking Act and financial market supervision requirements, while also addressing anti-money laundering obligations. The agreement can be adapted for various lending scenarios, from bilateral loans to syndicated facilities, and may include security arrangements when required.

1. Parties: Identification of the lender(s) and borrower(s) with full legal names and addresses

2. Background: Context of the loan agreement and brief description of the transaction

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

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

5. Conditions Precedent: Conditions that must be satisfied before the loan can be drawn

6. Drawdown: Procedures and requirements for requesting and making loan disbursements

7. Interest: Interest rate, calculation method, payment dates, and default interest provisions

8. Repayment: Terms and schedule for repayment of the loan principal

9. Prepayment: Provisions for voluntary and mandatory early repayment

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

11. Undertakings: Positive and negative obligations of the borrower during the loan term

12. Events of Default: Circumstances that allow the lender to demand immediate repayment

13. Changes to Parties: Rules regarding assignment and transfer of rights and obligations

14. Payment Mechanics: Details of payment procedures, currency, and business day conventions

15. Notices: Methods and addresses for formal communications between parties

16. Governing Law and Jurisdiction: Confirmation of Swiss law governance and jurisdiction for disputes

17. Counterparts: Provisions for execution in multiple copies