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The Loan Master Agreement serves as the cornerstone document for establishing and maintaining lending relationships under German law. It is designed for situations where parties anticipate multiple loan transactions over time and wish to avoid negotiating separate agreements for each transaction. The document provides a standardized framework compliant with German banking regulations and civil law requirements, incorporating provisions from the German Civil Code (BGB) and Banking Act (KWG). It includes comprehensive terms covering facility mechanics, conditions precedent, representations, warranties, covenants, and events of default. The agreement is particularly suitable for corporate lending relationships and can accommodate both bilateral and syndicated lending structures. It typically includes schedules for operational matters such as utilization requests and compliance certificates.

1. Parties: Identification of the lender(s) and borrower(s), including their legal status and registered addresses

2. Background: Context of the agreement and the parties' intention to establish a framework for future loan transactions

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

4. The Facility: Description of the loan facility, including type, purpose, and overall limit

5. Utilization: Procedures and conditions for requesting and providing loans under the facility

6. Interest: Interest calculation methods, periods, and payment provisions in compliance with German law requirements

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

8. Representations and Warranties: Standard declarations made by the borrower about their legal and financial status

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

10. General Undertakings: Borrower's general obligations throughout the life of the facility

11. Events of Default: Circumstances constituting default and their consequences

12. Changes to Parties: Provisions for transfers, assignments, and substitution of parties

13. Administration: Administrative aspects including calculations, notices, and payment mechanics

14. Governing Law and Jurisdiction: Confirmation of German law application and jurisdiction provisions