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The Senior Loan Agreement is a fundamental financing document used when a company seeks to obtain senior debt financing under German law. It is particularly suited for corporate borrowers seeking substantial financing where the debt will rank senior to other obligations. The agreement comprehensively details the lending relationship, incorporating specific requirements of German banking and security laws, including provisions required under the German Civil Code (BGB) and Banking Act (KWG). This document type is essential for both bilateral and syndicated lending arrangements, providing a robust framework for complex financing transactions while ensuring compliance with German regulatory requirements and market practices.

1. Parties: Identification of the lender(s), borrower(s), and any other parties to the agreement

2. Background: Context of the loan agreement and brief description of the transaction

3. Definitions and Interpretation: Comprehensive list of defined terms and interpretation rules

4. The Facility: Details of the loan facility, including amount, purpose, and availability

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

6. Drawdown: Procedures and requirements for utilizing the loan

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

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

9. Fees and Expenses: All fees payable and cost reimbursement provisions

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

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

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

13. Financial Covenants: Financial ratios and tests the borrower must maintain

14. General Undertakings: Positive and negative covenants of the borrower

15. Events of Default: Circumstances that trigger default and enforcement rights

16. Changes to Parties: Transfer and assignment provisions

17. Payment Mechanics: Administrative provisions for payments

18. Set-off: Rights of set-off and counterclaim

19. Notices: Communication procedures between parties

20. Calculations and Certificates: Basis for calculations and evidential value of certificates

21. Partial Invalidity: Severability provisions

22. Remedies and Waivers: Enforcement of rights and waiver provisions

23. Amendments and Waivers: Procedures for modifying the agreement

24. Governing Law: Confirmation of German law as governing law

25. Enforcement: Jurisdiction and enforcement provisions