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1. Parties: Identifies and provides full details of the lender and borrower, including registration numbers and addresses

2. Background: Describes the context of the financing arrangement and the purpose of the loan

3. Definitions and Interpretation: Defines key terms used throughout the agreement and sets out interpretation rules

4. The Facility: Details the amount, purpose, and basic terms of the financing facility

5. Conditions Precedent: Lists conditions that must be satisfied before the facility becomes available

6. Drawdown: Specifies the process and requirements for drawing down the loan

7. Interest and Fees: Details interest rates, calculation methods, and all applicable fees

8. Repayment and Prepayment: Sets out repayment schedule, prepayment terms, and related conditions

9. Representations and Warranties: Lists the representations and warranties given by the borrower

10. Covenants: Details positive and negative covenants the borrower must observe

11. Events of Default: Specifies circumstances constituting default and consequences

12. Security: Describes the security arrangement for the facility

13. Assignments and Transfers: Sets out rules for transferring or assigning rights under the agreement

14. Payments and Calculations: Details payment mechanics and calculation conventions

15. Notices: Specifies how formal communications between parties should be made

16. Governing Law and Jurisdiction: Specifies Philippine law as governing law and jurisdiction for disputes

17. Execution: Formal execution blocks for signing by authorized representatives

1. Schedule 1 - Conditions Precedent Documents: Detailed list of required documents and conditions to be satisfied

2. Schedule 2 - Form of Drawdown Notice: Template for borrower to request loan disbursement

3. Schedule 3 - Repayment Schedule: Detailed amortization schedule if applicable

4. Schedule 4 - Form of Transfer Certificate: Template for transferring loan participations

5. Schedule 5 - Security Documents: List and copies of all security documents

6. Schedule 6 - Financial Covenants: Detailed financial ratios and calculations

7. Schedule 7 - Permitted Security Interests: List of pre-approved security interests

8. Appendix A - Facility Terms Summary: Summary of key commercial terms

9. Appendix B - Fee Schedule: Detailed breakdown of all applicable fees

10. Appendix C - Closing Checklist: List of requirements for closing the facility