The Non-Recourse Loan Agreement is a specialized financing instrument used in Indonesia when lenders agree to look solely to specific assets for loan recovery, without recourse to the borrower's other assets. This document is particularly relevant for project financing, asset-based lending, and structured finance transactions in Indonesia. It must comply with Indonesian Civil Code (KUH Perdata), banking regulations, and OJK requirements. The agreement typically includes comprehensive asset descriptions, security arrangements, specific enforcement provisions, and detailed asset maintenance requirements. It's commonly used in large-scale projects where the asset value and cash flows are sufficient to justify the lending risk. The document must be prepared in both Indonesian and English languages, with one version prevailing as specified in the agreement.
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1. Parties: Identification of the lender and borrower, including their complete legal names, addresses, and company registration details
2. Background: Context of the loan agreement, purpose of the loan, and acknowledgment of the non-recourse nature
3. Definitions and Interpretation: Comprehensive definitions of terms used in the agreement, including Indonesian legal terms
4. Facility Amount and Purpose: Details of the loan amount, currency, and specified purpose of the funds
5. Non-Recourse Nature: Clear statement of the non-recourse nature and limitation of recovery to specific assets
6. Secured Assets: Detailed description of the assets securing the loan and their valuation
7. Conditions Precedent: Prerequisites that must be satisfied before loan disbursement
8. Disbursement Mechanics: Procedures and requirements for drawing down the loan
9. Interest and Fees: Interest rate, calculation method, fees, and payment schedules
10. Repayment Terms: Repayment schedule, prepayment provisions, and payment mechanics
11. Security Provisions: Details of security creation, perfection requirements, and maintenance obligations
12. Representations and Warranties: Standard and specific representations regarding the borrower and secured assets
13. Covenants: Positive and negative obligations of the borrower, particularly regarding secured assets
14. Events of Default: Circumstances constituting default and consequences
15. Enforcement and Remedies: Rights and remedies of the lender, limited to the secured assets
16. Language: Specification of dual language requirements and prevailing language
17. Governing Law and Jurisdiction: Indonesian law as governing law and jurisdiction provisions
18. Miscellaneous: Standard boilerplate provisions including notices, amendments, and severability
1. Currency Provisions: Required if loan is in foreign currency, addressing exchange rate risks and Indonesian currency law compliance
2. Tax Provisions: Detailed tax provisions required if cross-border elements or specific tax arrangements apply
3. Insurance: Required if specific insurance is needed for the secured assets
4. Security Trustee: Required in case of multiple lenders requiring appointment of security trustee
5. Hedging Obligations: Required if any hedging arrangements are part of the transaction
6. Asset Management: Required if specific asset management or maintenance requirements exist
7. Environmental Compliance: Required if secured assets have environmental compliance requirements
8. Regulatory Compliance: Required if specific Indonesian regulatory approvals or compliance is needed
1. Schedule 1 - Secured Assets: Detailed description and documentation of all assets securing the loan
2. Schedule 2 - Form of Drawdown Notice: Template for borrower to request loan disbursement
3. Schedule 3 - Conditions Precedent Documents: List of required documents and conditions for loan effectiveness
4. Schedule 4 - Repayment Schedule: Detailed amortization schedule if applicable
5. Schedule 5 - Security Documents: Forms of security documents required under Indonesian law
6. Schedule 6 - Asset Valuation Report: Initial valuation of secured assets by approved valuers
7. Schedule 7 - Required Insurances: Details of required insurance coverage for secured assets
8. Appendix A - Power of Attorney: Form of power of attorney for security registration (in Indonesian format)
9. Appendix B - Asset Registration Documents: Copies of asset registration and ownership documents
10. Appendix C - Regulatory Approvals: Copies of required regulatory approvals and licenses
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