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Purchase Order Financing Agreement
"I need a basic Purchase Order Financing Agreement for my manufacturing company in Manila, with a facility limit of PHP 5 million to finance purchase orders from a single major retail buyer, including standard security requirements and a 12-month term starting January 2025."
1. Parties: Identifies the financing party (Financier), the borrower (Client), and any other relevant parties
2. Background: Sets out the context of the agreement, including the Client's business, financing needs, and purpose of the facility
3. Definitions and Interpretation: Defines key terms used throughout the agreement and establishes interpretation rules
4. The Facility: Details the nature, amount, and purpose of the financing facility
5. Conditions Precedent: Lists conditions that must be satisfied before the facility becomes available
6. Disbursement Mechanism: Describes the process for requesting and receiving funds against purchase orders
7. Repayment Terms: Specifies repayment obligations, timing, and mechanisms
8. Interest and Fees: Details all charges, including interest rates, processing fees, and late payment charges
9. Security and Collateral: Describes the security arrangements and collateral requirements
10. Representations and Warranties: Contains standard and specific representations made by the Client
11. Covenants: Lists positive and negative obligations of the Client during the facility period
12. Events of Default: Defines circumstances constituting default and consequences
13. Termination: Describes circumstances and procedures for termination of the agreement
14. Governing Law and Jurisdiction: Specifies applicable law and dispute resolution mechanisms
15. General Provisions: Contains standard boilerplate clauses including notices, amendments, and assignment
1. Guarantees: Required when there are third-party guarantors providing additional security
2. Multiple Purchase Order Provisions: Needed when the facility covers multiple purchase orders simultaneously
3. Insurance Requirements: Detailed insurance obligations when specific insurance coverage is required
4. Special Payment Arrangements: Used when there are specific payment routing or escrow arrangements
5. Currency Provisions: Required for cross-border transactions involving foreign currency
6. Electronic Trading Platform Integration: Needed when the facility is linked to specific e-commerce or trading platforms
7. Subordination Provisions: Required when there are multiple creditors and priority arrangements
8. Assignment and Participation: Detailed provisions for when the Financier may want to syndicate or assign the facility
1. Schedule 1 - Facility Terms: Detailed terms including facility limit, interest rates, fees, and tenure
2. Schedule 2 - Form of Disbursement Request: Standard format for requesting disbursements under the facility
3. Schedule 3 - Conditions Precedent Documents: List of required documents and conditions to be satisfied
4. Schedule 4 - Security Documents: List and copies of all security documents
5. Schedule 5 - Approved Buyers: List of approved buyers whose purchase orders can be financed
6. Schedule 6 - Calculation of Charges: Detailed methodology for calculating interest and other charges
7. Appendix A - Purchase Order Requirements: Criteria and format for acceptable purchase orders
8. Appendix B - KYC Requirements: Required know-your-customer documentation
9. Appendix C - Operating Procedures: Detailed procedures for disbursement and repayment processes
10. Appendix D - Reporting Requirements: Forms and frequency of required reports from the Client
Authors
Advance
Advance Rate
Affiliate
Applicable Law
Approved Buyer
Assignment
Authorized Representative
Available Facility
Banking Day
BSP
Borrowing Base
Business Day
Buyer
Collateral
Conditions Precedent
Confidential Information
Default Interest
Default Rate
Disbursement
Disbursement Date
Disbursement Request
Eligible Purchase Order
Event of Default
Facility
Facility Documents
Facility Limit
Fees
Finance Documents
Financial Indebtedness
Financial Statements
Financing Period
Force Majeure Event
GAAP
Governing Law
Group
Guarantee
Indebtedness
Interest Period
Interest Rate
Material Adverse Effect
Material Contract
Maturity Date
Maximum Facility Amount
Notice
Obligations
Payment Date
Permitted Security Interest
Purchase Order
Purchase Order Documents
Purchase Price
Regulatory Approval
Relevant Rate
Repayment Date
Repayment Schedule
Security
Security Documents
Security Interest
Supplier
Tax
Transaction Documents
Utilization
Validity Period
Conditions Precedent
Disbursement
Repayment
Interest and Fees
Security
Assignment
Collateral
Representations and Warranties
Covenants
Events of Default
Remedies
Payment Mechanics
Purchase Order Requirements
Due Diligence
Information Undertakings
Financial Covenants
Operational Covenants
Security Enforcement
Set-off
Indemnification
Confidentiality
Force Majeure
Notices
Amendments
Governing Law
Dispute Resolution
Anti-Money Laundering
Regulatory Compliance
Electronic Communications
Severability
Entire Agreement
Counterparts
Third Party Rights
Waiver
Assignment and Transfer
Costs and Expenses
Manufacturing
Wholesale Trade
Retail
Import/Export
Technology Hardware
Textiles
Electronics
Food and Beverage
Construction Materials
Industrial Equipment
Consumer Goods
Automotive Parts
Finance
Treasury
Legal
Risk Management
Operations
Supply Chain
Procurement
Commercial
Credit
Trade Finance
Compliance
Chief Financial Officer
Finance Director
Treasury Manager
Supply Chain Manager
Procurement Director
Commercial Director
Credit Manager
Financial Controller
Trade Finance Manager
Legal Counsel
Risk Manager
Operations Director
Account Manager (Banking)
Working Capital Manager
Business Development Manager
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