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The Contingent Loan Agreement is a sophisticated financing instrument used when parties wish to link loan obligations to specific conditions or milestone achievements. Common in project finance, business expansion, and infrastructure development, this agreement type is particularly useful in the Philippine context where staged financing is often required for large-scale projects. The document must conform to Philippine banking regulations, including the Truth in Lending Act and Central Bank circulars, while providing clear mechanisms for verifying contingency conditions and managing disbursements. It's especially relevant for projects where funding needs are tied to construction milestones, performance targets, or specific business achievements. The agreement typically includes comprehensive provisions for condition verification, dispute resolution under Philippine law, and protection mechanisms for both lender and borrower.

1. Parties: Identifies and defines the Lender and Borrower with complete legal names and addresses

2. Background: Provides context for the loan agreement and explains the purpose of the loan and the general nature of the contingency

3. Definitions: Defines key terms used throughout the agreement, including specific terms related to the contingent events

4. Loan Amount and Purpose: Specifies the principal amount of the loan and its intended use

5. Contingency Terms: Details the specific conditions or events that trigger loan disbursement, repayment, or other obligations

6. Interest Rate and Calculations: Specifies the interest rate, calculation method, and payment terms in compliance with Philippine usury laws

7. Disbursement Terms: Outlines the conditions and process for loan disbursement

8. Repayment Terms: Details the repayment schedule, methods, and conditions

9. Representations and Warranties: Standard and specific representations and warranties from both parties

10. Covenants: Positive and negative covenants applicable to the borrower

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

12. Remedies: Outlines available remedies in case of default or breach

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

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

15. Execution: Signature blocks and execution formalities