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The Common Terms Agreement (CTA) is a fundamental document used in complex financing arrangements under German law where multiple lenders and various types of debt facilities are involved. It establishes a single set of terms that apply across all facility agreements, including representations, warranties, covenants, events of default, and administrative provisions. This document is particularly crucial in syndicated lending scenarios where consistency across different facilities and lenders is essential. The CTA must comply with German legal requirements, particularly the Bürgerliches Gesetzbuch (BGB) and German banking regulations, while also accommodating international banking practices. It typically works in conjunction with specific facility agreements, security documents, and intercreditor arrangements to create a comprehensive financing structure. The document is designed to streamline documentation and ensure uniform application of key terms across all aspects of the financing.

1. Parties: Identification of all parties to the agreement, including borrowers, guarantors, and finance parties

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

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

4. The Facilities: Core terms of the facilities, including amounts, purpose, and conditions

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

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

7. Repayment: Terms and schedule for repayment of the facilities

8. Prepayment and Cancellation: Voluntary and mandatory prepayment provisions

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

10. Fees: All fees payable under the agreement

11. Tax Gross Up and Indemnities: Tax-related provisions and indemnities

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

13. Representations and Warranties: Standard representations and warranties given by obligors

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

15. Financial Covenants: Financial maintenance covenants and related definitions

16. General Undertakings: General positive and negative covenants

17. Events of Default: Circumstances constituting default and consequences

18. Changes to Parties: Transfer and assignment provisions

19. Administration: Administrative provisions including payment mechanics

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