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The Note Agreement serves as a fundamental instrument for debt financing under Swiss law, typically used when an entity (the Issuer) wishes to raise capital by issuing debt securities to investors (Noteholders). This document type is essential for both private and public note issuances, establishing the legal framework for the debt obligation while ensuring compliance with Swiss financial regulations and the Code of Obligations. The agreement details critical aspects such as financial terms, security arrangements (if any), payment mechanics, and noteholder rights. Note Agreements are particularly important in the Swiss market given Switzerland's role as a major financial center, and they can be structured to accommodate various financing needs, from simple bilateral arrangements to complex multi-investor scenarios.

1. Parties: Identification of the Issuer and the initial Noteholder(s)

2. Background: Context of the note issuance and purpose of the financing

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

4. Issue of Notes: Terms of issuance, principal amount, and denomination of notes

5. Status and Form of Notes: Legal status of the notes and their form (bearer/registered)

6. Interest: Interest rate, calculation method, and payment dates

7. Repayment and Redemption: Terms for repayment of principal, early redemption rights, and procedures

8. Payments: Payment mechanics, currency, and business day conventions

9. Taxation: Tax treatment of payments and gross-up provisions if applicable

10. Events of Default: Circumstances constituting default and consequences

11. Representations and Warranties: Standard representations by the Issuer

12. Information Undertakings: Issuer's obligations to provide financial and other information

13. Notices: Methods and requirements for formal communications

14. Governing Law and Jurisdiction: Swiss law as governing law and jurisdiction provisions