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1. Parties: Identifies the original lender (grantor) and participant(s), including their complete legal names and addresses
2. Background: Describes the underlying loan agreement, the original lender's desire to sell a participation, and the participant's desire to purchase it
3. Definitions: Defines key terms used throughout the agreement, including Participation, Participated Interest, Underlying Loan, etc.
4. Sale and Purchase of Participation: Details the participation interest being sold, purchase price, and effective date
5. Payments and Distributions: Specifies how payments received from the borrower will be shared between grantor and participant
6. Rights and Obligations of the Parties: Outlines the respective rights and duties of the grantor and participant
7. Administration of the Underlying Loan: Describes how the underlying loan will be managed and what rights the participant has in decision-making
8. Representations and Warranties: Contains standard representations and warranties from both parties
9. Communication and Information Rights: Details what information the grantor must provide to the participant about the underlying loan
10. Confidentiality: Establishes confidentiality obligations regarding the agreement and underlying loan information
11. Tax Provisions: Addresses tax implications and responsibilities
12. Events of Default: Lists circumstances constituting default and consequences
13. Termination: Specifies how and when the agreement can be terminated
14. Governing Law and Jurisdiction: Specifies Indonesian law as governing law and jurisdiction for disputes
15. Miscellaneous: Standard boilerplate provisions including notices, amendments, assignments, etc.
1. Multi-Participant Provisions: Required when there are multiple participants, detailing voting rights and decision-making processes
2. Security Arrangements: Needed when the underlying loan is secured, describing how security interests are shared
3. Risk Participation Provisions: Used for unfunded risk participations where no upfront payment is made
4. Currency Exchange Provisions: Required when the participation involves multiple currencies
5. Regulatory Compliance: Specific provisions required for compliance with particular Indonesian banking regulations
6. Sub-Participation Rights: Optional section allowing/restricting the participant's right to grant sub-participations
7. Buy-Back Provisions: Optional provisions allowing the grantor to buy back the participation under certain circumstances
1. Schedule 1 - Details of the Underlying Loan: Contains key information about the underlying loan including borrower details, amount, interest rate, maturity
2. Schedule 2 - Participation Details: Specifies the exact percentage/amount of participation and purchase price
3. Schedule 3 - Form of Transfer Certificate: Standard form for documenting the transfer of the participation interest
4. Schedule 4 - Administrative Details: Contains contact details and bank account information for both parties
5. Schedule 5 - Form of Participation Certificate: Standard form evidencing the participant's interest
6. Appendix A - Underlying Loan Agreement: Copy of the original loan agreement (may be redacted)
7. Appendix B - Required Notices and Forms: Contains any regulatory notices or forms required under Indonesian law
8. Appendix C - Calculation Methods: Details the methods for calculating participation shares, interest, and other amounts
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