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1. Parties: Identifies and provides full details of the lender and borrower
2. Background: Explains the context and purpose of the credit facility
3. Definitions: Defines key terms used throughout the agreement
4. The Facility: Details the credit limit, purpose, and nature of the line of credit
5. Conditions Precedent: Lists conditions that must be satisfied before the facility becomes available
6. Drawdown: Specifies the process and requirements for drawing funds from the facility
7. Interest and Fees: Details interest rates, calculation methods, and all applicable fees
8. Repayment Terms: Outlines repayment obligations, minimum payments, and payment schedules
9. Representations and Warranties: States the assertions and guarantees made by the borrower
10. Covenants: Lists ongoing obligations and restrictions on the borrower
11. Events of Default: Defines circumstances constituting default and their consequences
12. Security: Describes any collateral or security arrangements for the facility
13. Notices: Specifies how formal communications between parties should be made
14. Governing Law and Jurisdiction: Establishes Philippine law as governing law and specifies jurisdiction for disputes
15. Miscellaneous: Contains standard boilerplate provisions including severability, entire agreement, and amendments
1. Guarantees: Include when there are third-party guarantors for the facility
2. Insurance: Include when specific insurance requirements are imposed on the borrower
3. Assignment and Transfer: Include when either party may need to transfer rights under the agreement
4. Increased Costs: Include for facilities where regulatory changes might affect the lender's costs
5. Multiple Borrowers: Include when the facility is extended to multiple borrowers
6. Electronic Banking Provisions: Include when online banking facilities are part of the agreement
7. Foreign Currency Provisions: Include when drawings can be made in multiple currencies
1. Schedule 1 - Facility Terms: Detailed terms including credit limit, interest rates, fees, and charges
2. Schedule 2 - Conditions Precedent Documents: List of required documents and conditions to be satisfied
3. Schedule 3 - Drawdown Notice Form: Template for borrower to request drawings under the facility
4. Schedule 4 - Calculation of Interest and Fees: Detailed methodology for calculating interest and fees
5. Schedule 5 - Security Details: Detailed description of any security or collateral arrangements
6. Appendix A - Compliance Certificate: Template for periodic compliance certification by borrower
7. Appendix B - Financial Covenants: Detailed financial ratios and requirements to be maintained
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