The Master Lending Agreement serves as a foundational document for establishing and governing ongoing lending relationships under German law. This document is typically used when parties anticipate multiple loans or credit facilities over time, eliminating the need to negotiate basic terms for each transaction. The agreement incorporates all essential elements required by German banking regulations and civil law, including specific provisions mandated by the German Banking Act (KWG) and Civil Code (BGB). It standardizes the lending process while providing flexibility for individual loan transactions, covering aspects such as facility mechanics, security arrangements, regulatory compliance, and risk management. The document is particularly crucial for institutional lenders and corporate borrowers engaging in regular financing activities within the German jurisdiction.

1. Parties: Identification of the lender(s) and borrower(s), including their legal status and registration details as required under German law

2. Background: Context of the lending relationship and purpose of the agreement

3. Definitions and Interpretation: Comprehensive definitions of terms used throughout the agreement, including German legal and banking terminology

4. Facility Details: Core terms of the lending facility including amount, purpose, and general conditions

5. Drawdown Mechanics: Procedures and conditions for requesting and making loans under the facility

6. Interest and Fees: Interest calculation methodology, payment dates, default interest, and applicable fees

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

8. Representations and Warranties: Standard declarations by the borrower regarding their legal status, authority, and financial condition

9. Covenants: Ongoing obligations of the borrower, including financial covenants and information requirements

10. Events of Default: Circumstances constituting default and consequences thereof

11. Regulatory Compliance: Provisions ensuring compliance with German banking regulations and AML requirements

12. Notices: Communication procedures between parties

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

14. Miscellaneous: Standard boilerplate provisions including severability, amendments, and entire agreement clauses