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The Subordinate Loan Agreement is essential in Indonesian financing transactions where certain debt needs to be contractually subordinated to senior obligations. This document is typically used in scenarios involving regulatory capital requirements for banks, structured financing arrangements, or corporate group lending where payment hierarchies need to be established. The agreement must comply with Indonesian banking regulations, particularly OJK Regulation No. 32/POJK.03/2018 for bank capital instruments, and addresses crucial elements such as payment restrictions, subordination mechanics, and regulatory approval requirements. It's commonly utilized in corporate restructurings, bank capital raising, and project financing where multiple tiers of debt exist.

1. Parties: Identification of the Lender, Borrower, and any other relevant parties including the Senior Creditors

2. Background: Context of the subordinated loan, relationship to senior debt, and purpose of the facility

3. Definitions and Interpretation: Key terms including Senior Debt, Subordinated Debt, Enforcement Action, Payment in Full, etc.

4. The Facility: Amount, purpose, and nature of the subordinated loan facility

5. Subordination and Ranking: Core provisions establishing the subordinated nature of the debt and its ranking in relation to other creditors

6. Conditions Precedent: Documentation and conditions required before drawdown

7. Drawdown: Process and requirements for utilization of the loan

8. Interest: Interest rate, calculation periods, and payment provisions

9. Repayment and Prepayment: Terms for repayment and any voluntary or mandatory prepayment provisions

10. Payments and Application of Payments: Payment mechanics and application of funds

11. Representations and Warranties: Standard and subordination-specific representations

12. Covenants: General and financial covenants, including restrictions on payments

13. Events of Default: Circumstances constituting default and consequences

14. Turnover of Non-Permitted Payments: Obligation to turn over any payments received in breach of subordination

15. Changes to Parties: Transfer and assignment provisions

16. Administration: Administrative provisions including notices and calculations

17. Governing Law and Enforcement: Choice of Indonesian law and enforcement provisions