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The Common Terms Agreement is a fundamental document in complex financing transactions under Austrian law, typically used when multiple lenders provide various types of debt facilities to a borrower or group of borrowers. It consolidates the common terms that apply across all facilities, thereby avoiding duplication and potential inconsistencies between separate facility agreements. This document type is particularly relevant in project finance, syndicated lending, and other structured finance transactions where multiple credit facilities are provided simultaneously or contemplated for the future. The agreement must comply with Austrian civil and commercial law requirements, including the ABGB (Austrian Civil Code) and UGB (Austrian Commercial Code), while also addressing specific banking and financial services regulations. The Common Terms Agreement typically works in conjunction with individual facility agreements, security documents, and intercreditor arrangements to create a comprehensive financing structure.

1. Parties: Identification of all parties to the agreement, including borrowers, lenders, agents, and security trustees

2. Background: Context of the transaction and purpose of the agreement

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

4. The Facilities: Overview of all facilities covered by the common terms

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

6. Utilization: Procedures and requirements for drawing down the facilities

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

8. Interest: Interest calculation, periods, and payment provisions

9. Fees: All fees payable under the facilities

10. Tax Gross Up and Indemnities: Tax-related provisions and protections

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

12. Representations and Warranties: Standard representations and warranties given by the borrower

13. Information Undertakings: Obligations to provide financial and other information

14. Financial Covenants: Financial maintenance covenants and related definitions

15. General Undertakings: Positive and negative covenants applicable to the borrower

16. Events of Default: Circumstances constituting default and consequences

17. Changes to Parties: Transfer and assignment provisions

18. Administration: Role and duties of administrative parties

19. Payment Mechanics: Procedures for making payments under the agreement

20. Set-off: Rights of set-off and their application

21. Notices: Communication procedures and contact details

22. Calculations and Certificates: Basis for calculations and form of certificates

23. Governing Law and Jurisdiction: Choice of Austrian law and jurisdiction provisions

24. Enforcement: Enforcement provisions and waiver of immunities