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1. Parties: Identification of the Lender and Borrower, including complete legal names and addresses
2. Background: Context of the agreement, including the Borrower's business and purpose of the loan
3. Definitions: Definitions of key terms used throughout the agreement
4. Loan Amount and Disbursement: Details of the loan amount, disbursement conditions and procedure
5. Interest: Interest rate, calculation method, and payment terms
6. Repayment Terms: Schedule and methods of repayment, prepayment provisions
7. Conversion Rights: Terms and conditions for converting the loan into equity, including conversion price and timing
8. Conversion Procedure: Detailed process for executing the conversion, including notices and documentation
9. Representations and Warranties: Standard declarations by both parties about their capacity and authority
10. Covenants: Ongoing obligations of the Borrower during the loan term
11. Events of Default: Circumstances constituting default and consequences
12. Security: Any security or guarantees provided for the loan
13. Termination: Circumstances and process for terminating the agreement
14. Governing Law and Jurisdiction: Specification of Philippine law as governing law and jurisdiction for disputes
15. General Provisions: Standard boilerplate clauses including notices, amendments, and assignment
1. Information Rights: Additional reporting requirements for the Lender, used when the Lender requires specific company information
2. Board Observer Rights: Rights of the Lender to appoint a board observer, used in larger financing arrangements
3. Anti-dilution Protection: Protection against dilution of conversion rights, used in cases with multiple financing rounds anticipated
4. Tag-Along Rights: Rights to participate in future sales of shares, used for larger investments
5. Foreign Investment Provisions: Special provisions for foreign lenders, used when the Lender is not a Philippine entity
6. Multiple Lender Provisions: Provisions for coordinating multiple lenders, used when there are several lenders party to the agreement
7. Intellectual Property Rights: Special provisions protecting IP rights, used when the Borrower has significant IP assets
8. Employee Matters: Provisions regarding key employees, used when retention of specific employees is crucial
1. Schedule 1 - Conversion Notice Form: Template form for exercising conversion rights
2. Schedule 2 - Capitalization Table: Current and post-conversion shareholding structure
3. Schedule 3 - Calculation of Conversion Price: Detailed methodology for calculating the conversion price
4. Schedule 4 - Conditions Precedent: List of conditions to be satisfied before loan disbursement
5. Schedule 5 - Financial Covenants: Specific financial metrics and ratios to be maintained
6. Schedule 6 - Disclosure Schedule: Disclosures against representations and warranties
7. Appendix A - Draw Down Notice: Form for requesting loan disbursement
8. Appendix B - Corporate Authorizations: Required corporate approvals and resolutions
9. Appendix C - Security Documentation: Forms and details of any security arrangements
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