The Finance Agreement serves as the primary documentation for financial facilities provided under German law, typically used for corporate lending, project financing, or asset-based lending. It is essential for transactions where either the lender or borrower is based in Germany, or where parties specifically choose German law as the governing law. The document must comply with the German Civil Code (BGB), Banking Act (KWG), and relevant EU regulations incorporated into German law. The agreement includes comprehensive provisions for facility terms, security arrangements, representations and warranties, covenants, and events of default. It is particularly important in structured finance transactions and requires careful consideration of German-specific requirements regarding form, content, and execution. The Finance Agreement also addresses specific German law requirements regarding interest calculations, security arrangements, and banking regulations.

1. Parties: Identification of the contracting parties including their full legal names, registration details, and addresses

2. Background: Context of the financing arrangement and brief description of the transaction

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

4. Facility Amount and Purpose: Details of the financing amount, type of facility, and permitted use of funds

5. Interest and Fees: Specification of interest rates, calculation methods, fee structures, and payment schedules

6. Repayment Terms: Repayment schedule, prepayment provisions, and mandatory prepayment events

7. Conditions Precedent: Prerequisites that must be satisfied before the facility becomes available

8. Representations and Warranties: Statements of fact and assurances given by the borrower

9. Covenants: Positive and negative obligations of the borrower during the term of the facility

10. Events of Default: Circumstances that would trigger default and lender's remedies

11. Security: Details of any collateral or guarantees securing the facility

12. Payments and Calculations: Mechanics for payments, calculation periods, and currency provisions

13. Changes to Parties: Provisions for transfer, assignment, and substitution of parties

14. Notices: Communication requirements and contact details

15. Governing Law and Jurisdiction: Confirmation of German law governance and jurisdiction arrangements