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1. Parties: Identification of the lender (typically parent company) and borrower (subsidiary), including their complete legal names, registration details, and addresses
2. Background: Context of the loan agreement, relationship between the parties, and purpose of the loan
3. Definitions and Interpretation: Definitions of key terms used in the agreement and rules for interpreting the agreement
4. Loan Amount and Purpose: Specification of the loan amount, currency, and permitted uses of the loan proceeds
5. Interest and Fees: Interest rate, calculation method, payment periods, and any additional fees or charges
6. Drawdown and Disbursement: Conditions and procedures for drawing down the loan, including notice requirements and drawdown periods
7. Repayment Terms: Repayment schedule, prepayment provisions, and payment mechanics
8. Representations and Warranties: Standard and specific representations and warranties from the borrower
9. Covenants: Positive and negative covenants binding the borrower, including financial covenants and reporting requirements
10. Events of Default: Circumstances constituting default and consequences thereof
11. Tax Provisions: Treatment of taxes, including withholding tax and documentary stamp tax obligations
12. Compliance Requirements: Regulatory compliance obligations under Philippine law, including BSP regulations
13. Governing Law and Jurisdiction: Specification of Philippine law as governing law and jurisdiction for disputes
14. Miscellaneous: Standard boilerplate provisions including notices, amendments, and severability
1. Security: Required if the loan is secured - details of collateral, security interests, and enforcement rights
2. Guarantee: Required if there are third-party guarantors for the loan
3. Subordination: Required if the loan needs to be subordinated to other debts of the subsidiary
4. Currency Provisions: Required for loans denominated in foreign currency, addressing exchange rate risks and conversion
5. Insurance: Required if specific insurance coverage is mandatory for the borrower
6. Change of Control: Required if changes in subsidiary ownership would affect the loan terms
7. Assignment and Transfer: Required if either party may need to transfer their rights or obligations
8. Increased Costs: Required for addressing regulatory changes that might increase the cost of maintaining the loan
1. Schedule 1 - Loan Terms: Detailed financial terms including loan amount, interest rate, fees, and payment dates
2. Schedule 2 - Conditions Precedent: List of documents and conditions required before loan drawdown
3. Schedule 3 - Form of Drawdown Notice: Template for drawdown requests
4. Schedule 4 - Repayment Schedule: Detailed amortization or repayment schedule
5. Schedule 5 - Financial Covenants: Detailed financial ratios and reporting requirements
6. Schedule 6 - Security Details: Description of any security or collateral (if applicable)
7. Schedule 7 - Permitted Investments: List of investments the subsidiary is allowed to make
8. Schedule 8 - Forms of Compliance Certificates: Templates for periodic compliance reporting
9. Appendix A - Corporate Authorizations: Required corporate approvals and resolutions
10. Appendix B - Specimen Signatures: Authorized signatories for various notices and certificates
Agreement
Applicable Law
Authorized Representative
Available Commitment
Banking Day
Bangko Sentral ng Pilipinas
Board Resolution
Business Day
Change of Control
Commitment
Compliance Certificate
Conditions Precedent
Default
Default Interest
Default Rate
Drawdown
Drawdown Date
Drawdown Notice
Effective Date
Event of Default
Facility
Financial Indebtedness
Financial Statements
Financial Year
Group
Guarantee
Interest Payment Date
Interest Period
Interest Rate
Lender
Loan
Material Adverse Effect
Maturity Date
Parent Company
Permitted Security Interest
Philippine Peso
Potential Event of Default
Prepayment
Principal
Prohibited Person
Repayment Date
Repayment Schedule
Representative
Security
Security Documents
Subsidiary
Taxes
Tax Deduction
Term
Transaction Documents
Unpaid Sum
Utilization
Utilization Date
Utilization Request
Interest and Fees
Repayment
Prepayment
Security
Conditions Precedent
Representations and Warranties
Financial Covenants
Information Covenants
General Covenants
Events of Default
Tax Gross-up
Increased Costs
Set-off
Assignment and Transfer
Amendments and Waivers
Confidentiality
Notices
Currency
Subordination
Anti-Money Laundering
Compliance with Laws
Force Majeure
Dispute Resolution
Governing Law
Jurisdiction
Severability
Entire Agreement
Counterparts
Further Assurance
Change of Control
Cross-Default
Insurance
Indemnification
Acceleration
Banking and Financial Services
Manufacturing
Real Estate and Property Development
Energy and Utilities
Telecommunications
Mining and Natural Resources
Retail and Consumer Goods
Technology and Software
Healthcare and Pharmaceuticals
Infrastructure and Construction
Agriculture and Food Processing
Transportation and Logistics
Legal
Finance
Treasury
Compliance
Risk Management
Corporate Secretariat
Board Secretariat
Credit
Corporate Finance
Regulatory Affairs
Corporate Governance
Banking Operations
Chief Financial Officer
Corporate Treasurer
Legal Counsel
Corporate Secretary
Finance Director
Compliance Officer
Risk Manager
Financial Controller
Treasury Manager
Corporate Lawyer
Managing Director
Board Director
Chief Executive Officer
Finance Manager
Regulatory Compliance Manager
Credit Risk Officer
Company Secretary
General Counsel
Banking Relationship Manager
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