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Term Facility Agreement
"I need a Term Facility Agreement under Philippine law for a PHP 500 million secured loan from ABC Bank to my manufacturing company, with quarterly repayments over 5 years starting March 2025, including security over our factory equipment and land."
1. Parties: Identification of the lender(s), borrower(s), and any guarantors or security providers
2. Background: Context of the facility agreement, purpose of the loan, and basic commercial terms
3. Definitions and Interpretation: Definitions of key terms and interpretation rules for the agreement
4. The Facility: Details of the loan facility, including amount, purpose, and availability period
5. Conditions Precedent: Conditions that must be satisfied before drawdown
6. Drawdown: Procedures and requirements for utilizing the facility
7. Interest: Interest rate, calculation methods, and payment provisions
8. Repayment: Terms and schedule for repayment of the facility
9. Prepayment: Provisions for voluntary and mandatory prepayment
10. Representations and Warranties: Statements of fact and assurances given by the borrower
11. Covenants: Positive and negative undertakings of the borrower
12. Events of Default: Circumstances constituting default and consequences
13. Changes to Parties: Provisions regarding assignment and transfer
14. Administration: Administrative provisions including notices and calculations
15. Governing Law and Enforcement: Choice of law and jurisdiction provisions
1. Security: Required if the facility is secured - details of security arrangements
2. Guarantees: Required if there are guarantors - terms of guarantee
3. Increased Costs and Tax Gross-Up: Include for cross-border transactions or where tax implications are significant
4. Agent and Security Agent Provisions: Required for syndicated facilities with multiple lenders
5. Market Disruption: Include for facilities with floating interest rates
6. Majority Lenders Decisions: Required for syndicated facilities
7. Currency Provisions: Include for multi-currency facilities or cross-border transactions
8. Anti-Money Laundering Provisions: Enhanced provisions required for high-risk transactions or parties
1. Conditions Precedent: Detailed list of required documents and conditions
2. Form of Drawdown Request: Template for borrower to request utilization of the facility
3. Repayment Schedule: Detailed amortization schedule if term loan
4. Form of Transfer Certificate: Template for transferring participation in the facility
5. Form of Compliance Certificate: Template for periodic compliance certification
6. Existing Security: List of existing security interests if relevant
7. Form of Accession Deed: Template for additional parties joining the agreement
8. Financial Covenants Calculations: Detailed methodology for financial covenant calculations
Authors
Account Bank
Additional Lender
Affiliate
Agent
Agreement
Availability Period
Available Commitment
Available Facility
Banking Day
Borrower
BSP
Business Day
Change of Control
Commitment
Compliance Certificate
Conditions Precedent
Confidential Information
Default
Default Rate
Disruption Event
Drawdown Date
Drawdown Request
Event of Default
Facility
Facility Office
Final Maturity Date
Finance Documents
Finance Parties
Financial Indebtedness
Financial Statements
Group
Guarantor
Holding Company
Increased Costs
Interest Payment Date
Interest Period
Interest Rate
Legal Reservation
Lender
Loan
Majority Lenders
Material Adverse Effect
Obligor
Original Financial Statements
Party
Permitted Security Interest
Potential Event of Default
Quotation Day
Reference Banks
Repayment Date
Repayment Installment
Repeating Representations
Security
Security Documents
Security Provider
Subsidiary
Tax
Tax Deduction
Term
Total Commitments
Transfer Certificate
Transfer Date
Unpaid Sum
Facility Terms
Purpose
Conditions Precedent
Drawdown
Repayment
Prepayment
Interest
Interest Periods
Market Disruption
Tax Gross-Up and Indemnities
Increased Costs
Representations and Warranties
Information Undertakings
Financial Covenants
General Undertakings
Events of Default
Changes to Parties
Role of Agent
Payment Mechanics
Set-Off
Notices
Calculations and Certificates
Partial Invalidity
Remedies and Waivers
Amendments and Waivers
Confidentiality
Counterparts
Governing Law
Enforcement
Security Provisions
Guarantee
Anti-Money Laundering
Currency Provisions
Regulatory Compliance
Banking
Financial Services
Real Estate
Manufacturing
Infrastructure
Energy
Telecommunications
Mining
Agriculture
Transportation
Healthcare
Retail
Construction
Technology
Education
Legal
Finance
Treasury
Risk Management
Compliance
Corporate Secretariat
Credit
Banking Operations
Corporate Finance
Loan Administration
Chief Financial Officer
Finance Director
Treasury Manager
Legal Counsel
Corporate Secretary
Risk Manager
Compliance Officer
Banking Relationship Manager
Credit Risk Officer
Finance Manager
Corporate Finance Manager
Senior Loan Officer
Banking Operations Manager
Chief Legal Officer
Financial Controller
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