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The Term Loan Agreement is a fundamental financing document used when a lender provides a fixed-term loan to a borrower, with specific terms for repayment and interest. Under German law, this agreement must comply with the German Civil Code (BGB), particularly §§ 488-507, which govern loan agreements, as well as the German Banking Act (KWG) for regulatory requirements. The document is essential for both commercial and consumer lending, though consumer loans require additional protective provisions. The agreement typically includes detailed terms on loan disbursement, repayment schedules, interest calculations, representations and warranties, covenants, and events of default. It also addresses security interests, guarantees, and regulatory compliance matters specific to German law, making it a comprehensive document that serves as the primary contract governing the lending relationship.

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

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

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

4. The Facility: Core terms of the loan including amount, purpose, and availability period

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

6. Drawdown: Mechanics and process for utilizing the loan

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

8. Repayment: Terms for repayment of the loan including scheduled payments

9. Prepayment and Cancellation: Provisions for voluntary and mandatory prepayment

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

11. Increased Costs: Provisions dealing with changes in law or regulations affecting the lender's costs

12. Representations and Warranties: Borrower's confirmations about its status and capacity

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

14. General Undertakings: Borrower's general operational and financial covenants

15. Events of Default: Circumstances allowing the lender to accelerate the loan

16. Changes to Parties: Rules for assignments and transfers

17. Payment Mechanics: Administrative provisions for making payments

18. Notices: Communication requirements and contact details

19. Calculations and Certificates: Rules for calculations and form of certificates

20. Governing Law and Jurisdiction: Choice of German law and jurisdiction provisions