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The Syndicated Loan Agreement is utilized when a borrower requires substantial financing that exceeds the capacity or risk appetite of a single lender. This document, governed by German law, creates a comprehensive framework for multi-bank lending, detailing the facility terms, security arrangements, and intercreditor relationships. It is particularly relevant for large corporate financing, project finance, acquisition finance, and other significant capital requirements. The agreement must comply with German banking regulations, financial services laws, and civil code requirements while incorporating international lending market standards. It includes detailed provisions for facility administration, syndicate decision-making, transfer mechanisms, and the roles of various agents.

1. Parties: Identification of the borrower(s), arrangers, facility agent, security agent, and original lenders

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

3. Definitions and Interpretation: Comprehensive definitions section and rules of interpretation, including German law-specific terms

4. The Facilities: Details of the loan facilities, including amounts, purpose, and availability

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

6. Utilisation: Procedures and requirements for drawing down the loan

7. Repayment and Prepayment: Terms for scheduled repayment and voluntary/mandatory prepayment

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

9. Fees: All applicable fees including arrangement, commitment, and agency fees

10. Tax Gross Up and Indemnities: Tax provisions and related indemnification obligations

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

12. Representations and Warranties: Borrower's representations and warranties

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

14. Financial Covenants: Financial ratios and other financial requirements

15. General Undertakings: General positive and negative covenants

16. Events of Default: Circumstances constituting default and consequences

17. Changes to Parties: Transfer and assignment provisions

18. Role of the Facility Agent and Security Agent: Rights, duties, and responsibilities of the agents

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

20. Set-off: Rights of set-off and related provisions

21. Notices: Communication requirements and methods

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

23. Miscellaneous: Various standard provisions including partial invalidity, remedies, amendments

24. Governing Law and Jurisdiction: German law as governing law and jurisdiction provisions