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Loan Participation Agreement
"I need a Loan Participation Agreement governed by Philippine law for a 30% participation in a PHP 500M corporate loan facility, where our bank will be the participant and BDO Universal Bank will be the lead lender, with the agreement to take effect from March 1, 2025."
1. Parties: Identifies and defines the lead lender and participant(s) entering into the agreement
2. Background: Describes the underlying loan agreement and the context of the participation arrangement
3. Definitions: Defines key terms used throughout the agreement
4. Participation: Details the nature and extent of the participation being purchased, including participation percentage and purchase price
5. Payment and Distribution: Specifies mechanisms for sharing payments received from the borrower and the timing of distributions
6. Rights and Obligations of the Lead Lender: Outlines the lead lender's responsibilities in managing the loan and relationship with the borrower
7. Rights and Obligations of the Participant: Defines the participant's rights regarding the participation and limitations thereof
8. Representations and Warranties: Contains standard representations and warranties from both parties
9. Administration: Covers operational aspects including notices, reporting requirements, and record-keeping
10. Assignments and Transfers: Establishes rules for transferring or assigning participation interests
11. Events of Default: Defines circumstances constituting default and consequences thereof
12. Termination: Specifies conditions and procedures for terminating the participation arrangement
13. Governing Law and Jurisdiction: Specifies Philippine law as governing law and establishes jurisdiction for disputes
14. Miscellaneous: Contains standard boilerplate provisions including amendments, notices, and severability
1. Regulatory Compliance: Required when participants include regulated entities or when specific regulatory requirements apply
2. Foreign Exchange Provisions: Needed when the underlying loan and participation payments are in different currencies
3. Syndication Provisions: Required when the participation is part of a larger syndicated loan structure
4. Security Interest Provisions: Needed when the underlying loan is secured and participants have indirect interest in the security
5. Sub-Participation: Include when sub-participation rights are to be granted or addressed
6. Voting Rights: Required in cases where participants are granted voting rights in loan decisions
7. Risk Retention: Needed when addressing regulatory requirements for risk retention
8. Tax Provisions: Required when tax implications need specific attention, especially with international participants
1. Schedule 1 - Loan Agreement Details: Copy or summary of the underlying loan agreement's key terms
2. Schedule 2 - Participation Details: Detailed breakdown of participation percentages and amounts
3. Schedule 3 - Form of Transfer Certificate: Standard form for documenting transfers of participation interests
4. Schedule 4 - Payment Instructions: Banking and payment details for distributions
5. Schedule 5 - Reporting Requirements: Templates and timing for required reports
6. Schedule 6 - Communication Procedures: Contact details and protocols for notices and communications
7. Appendix A - Compliance Requirements: Detailed regulatory compliance requirements and procedures
8. Appendix B - Fee Schedule: Breakdown of all applicable fees and charges
Authors
Banking
Financial Services
Investment Management
Corporate Lending
Project Finance
Infrastructure
Real Estate
Manufacturing
Energy
Construction
Mining
Telecommunications
Legal
Compliance
Credit Risk
Corporate Finance
Treasury
Loan Operations
Investment Management
Portfolio Management
Documentation
Regulatory Affairs
Syndications
Risk Management
Chief Financial Officer
Legal Counsel
Compliance Officer
Credit Risk Manager
Syndication Manager
Relationship Manager
Treasury Manager
Banking Operations Manager
Senior Loan Officer
Corporate Finance Director
Investment Manager
Portfolio Manager
Risk Assessment Officer
Documentation Specialist
Regulatory Affairs Manager
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