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The Term Loan Agreement is a fundamental financing document used when a lender provides a fixed-term loan facility to a borrower under Irish law. It is typically used for corporate financing, asset acquisition, working capital, or specific project funding. The agreement comprehensively addresses all aspects of the lending relationship, including drawdown mechanics, interest calculations, repayment terms, security arrangements (if applicable), and the parties' ongoing obligations. It must comply with Irish financial services regulations, consumer protection laws where relevant, and applicable European Union directives. The document is structured to provide clear enforcement mechanisms under Irish law and includes provisions for both typical scenarios and contingencies such as default or early repayment. This type of agreement is particularly important in institutional lending and can be adapted for various lending scenarios, from simple bilateral loans to complex secured financing arrangements.

1. Parties: Identifies and defines the Lender(s) and Borrower(s) with full legal names and addresses

2. Background: Recitals explaining the context and purpose of the loan

3. Definitions and Interpretation: Defines key terms and sets out interpretation rules for the agreement

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

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

6. Drawdown: Mechanics and process for drawing down the loan

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

8. Repayment and Prepayment: Terms for scheduled repayments and voluntary/mandatory prepayments

9. Representations and Warranties: Statements of fact made by the Borrower

10. Covenants: Positive and negative obligations of the Borrower during the loan term

11. Events of Default: Circumstances that allow the Lender to accelerate the loan

12. Changes to Parties: Provisions regarding assignment and transfer rights

13. Payments: Payment mechanics, currency, and tax provisions

14. Notices: How formal communications between parties should be made

15. Calculations and Certificates: Basis for calculations and determinations under the agreement

16. Partial Invalidity: Severability provisions if parts of the agreement become invalid

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

18. Amendments and Waivers: Process for making changes to the agreement

19. Counterparts: Ability to execute in multiple copies

20. Governing Law and Enforcement: Irish law as governing law and jurisdiction provisions