��������Ƶ

The Loan and Security Agreement is a fundamental document in Indonesian secured financing transactions, combining both lending and security provisions in a single instrument. It is typically used when a lender requires comprehensive security over a borrower's assets while extending credit facilities. The document must comply with Indonesian civil law principles, banking regulations (including OJK requirements), and specific security laws such as the Fiduciary Security Law (Law No. 42 of 1999) and Land Mortgage Law (Law No. 4 of 1996). This agreement is particularly important in the Indonesian context where security interests must be specifically created and registered to be enforceable, and where different types of assets are subject to different security regimes. The document serves to establish clear rights and obligations while ensuring the security package is properly constituted under Indonesian law.

1. Parties: Identification of the lender and borrower, including their complete legal names, addresses, and company registration details

2. Background: Context of the loan arrangement, purpose of the facility, and brief description of the security being provided

3. Definitions: Comprehensive list of defined terms used throughout the agreement, including financial terms, security-related concepts, and Indonesian law-specific terminology

4. Facility Details: Loan amount, interest rate, tenor, purpose, and drawdown conditions

5. Security Arrangements: Description of all assets provided as security, method of creation, and perfection requirements

6. Conditions Precedent: List of documents and conditions that must be satisfied before the loan can be drawn

7. Representations and Warranties: Statements of fact and assurances given by the borrower about their legal and financial status

8. Covenants: Positive and negative obligations of the borrower during the loan period

9. Events of Default: Circumstances that would allow the lender to demand immediate repayment or enforce security

10. Security Enforcement: Process and rights for enforcing security in case of default, compliant with Indonesian law

11. Payment Provisions: Details of repayment schedule, payment mechanics, and calculation of interest

12. Tax Provisions: Treatment of taxes, including withholding tax requirements under Indonesian law

13. Governing Law and Jurisdiction: Confirmation of Indonesian law as governing law and jurisdiction for disputes

14. Miscellaneous: Standard boilerplate provisions including notices, amendments, and severability