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1. Parties: Identification of the original lender and participant(s)
2. Background: Context of the underlying loan and participation arrangement
3. Definitions and Interpretation: Key terms used throughout the agreement and rules of interpretation
4. Participation: Core terms of the participation, including size, price, and effective date
5. Payments and Distributions: Mechanics of how payments are calculated and distributed between parties
6. Rights and Obligations of the Parties: Detailed responsibilities of both original lender and participant
7. Representations and Warranties: Standard representations by both parties regarding capacity, authority, and compliance
8. Information Rights: Participant's rights to receive information about the underlying loan
9. Administration: Procedures for communications, notifications, and decision-making
10. Tax Provisions: Treatment of taxes, withholding, and related obligations
11. Costs and Expenses: Allocation of costs and expenses between parties
12. Confidentiality: Obligations regarding confidential information
13. Term and Termination: Duration of the agreement and termination events
14. Governing Law and Jurisdiction: Choice of Swiss law and jurisdiction provisions
15. Miscellaneous: Standard boilerplate provisions including severability, entire agreement, etc.
1. Multiple Participant Provisions: Required when there are multiple participants to address voting rights and decision-making procedures
2. Regulatory Compliance: Additional provisions required for regulated entities or specific regulatory requirements
3. Security Arrangements: Required when the participation involves secured loans and treatment of collateral
4. Risk Participation: Specific provisions for risk participation arrangements as opposed to funded participations
5. Sub-Participation: Provisions governing the ability to create sub-participations
6. Currency Provisions: Required when the participation involves multiple currencies
7. Elevation Rights: Provisions regarding the right to elevate the participation to a direct assignment
1. Schedule 1 - Underlying Loan Details: Details of the underlying loan agreement including key terms and conditions
2. Schedule 2 - Participation Details: Specific details of the participation including amount, price, and any specific terms
3. Schedule 3 - Form of Transfer Certificate: Standard form for documenting transfers of participation interests
4. Schedule 4 - Administrative Details: Contact details, account information, and payment instructions
5. Schedule 5 - Form of Confidentiality Undertaking: Standard form confidentiality agreement for potential transferees
6. Appendix A - Calculation Principles: Detailed methodology for calculating payments and distributions
7. Appendix B - Reporting Requirements: Ƶ and requirements for regular reporting between parties
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