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The Term Loan Facility Agreement is a crucial document used in corporate lending transactions where a lender (or group of lenders) provides a fixed-term loan to a borrower. This agreement is specifically tailored to comply with Hong Kong's legal and regulatory framework, including the Banking Ordinance (Cap. 155) and other relevant financial regulations. It is commonly used for various corporate purposes such as acquisitions, refinancing, working capital, or capital expenditure. The document encompasses all essential elements of the lending relationship, including facility terms, drawdown mechanics, security arrangements (if applicable), representations and warranties, covenants, and events of default. It is particularly designed to reflect Hong Kong market practice and local security registration requirements, making it suitable for both domestic and cross-border transactions where Hong Kong law is the chosen governing law.

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

2. Background: Brief context of the transaction and purpose of the facility

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

4. The Facility: Key terms 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 periods, and payment provisions

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

9. Prepayment: Voluntary and mandatory prepayment provisions

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

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

12. Representations: Borrower's representations and warranties

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

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

15. Events of Default: Circumstances constituting default and consequences

16. Changes to Parties: Assignment and transfer provisions

17. Payment Mechanics: Administrative provisions regarding payments

18. Set-off: Rights of set-off and application of payments

19. Notices: Communication procedures between parties

20. Calculations and Certificates: Provisions regarding calculations and evidence

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. Counterparts: Execution in multiple counterparts

25. Governing Law: Hong Kong law as governing law

26. Enforcement: Jurisdiction and dispute resolution provisions