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1. Parties: Identifies and defines the Original Debtor, New Debtor, and Creditor
2. Background: Explains the context of the existing debt and the intention to transfer it
3. Definitions: Defines key terms used throughout the agreement
4. Transfer of Debt: Details the mechanism and effective date of the debt transfer
5. Consideration: Specifies any consideration paid for the debt transfer
6. Representations and Warranties: Standard warranties from all parties regarding their capacity and authority
7. Original Debtor's Obligations: Outlines the continuing obligations or release of the original debtor
8. New Debtor's Obligations: Details the new debtor's commitments and payment obligations
9. Creditor's Consent: Documents the creditor's agreement to the transfer
10. Governing Law and Jurisdiction: Specifies Malaysian law as governing law and jurisdiction for disputes
11. Notices: Sets out how formal notices should be given between parties
12. General Provisions: Standard boilerplate clauses including severability, entire agreement, and amendments
1. Security Arrangements: Required when the original debt is secured and details how existing security will be handled or new security provided
2. Conditions Precedent: Included when the transfer is subject to certain conditions being met first
3. Tax Provisions: Needed when there are specific tax implications or arrangements between the parties
4. Regulatory Compliance: Required when the transfer needs specific regulatory approvals or compliance measures
5. Interest Provisions: Included when there are specific arrangements regarding interest calculation and payment
6. Default and Remedies: Added when parties want to specify particular events of default and corresponding remedies
7. Assignment: Included when parties want to restrict or permit further transfers of the debt
1. Schedule 1 - Details of the Debt: Comprehensive details of the debt being transferred including amount, interest rate, payment terms
2. Schedule 2 - Original Debt Agreement: Copy or details of the original agreement creating the debt
3. Schedule 3 - Payment Schedule: Detailed schedule of payments to be made by the new debtor
4. Schedule 4 - Security Details: If applicable, details of any security arrangements
5. Schedule 5 - Form of Notice: Template for notifying relevant parties of the transfer
6. Appendix A - Required Authorizations: List of any required authorizations or consents
7. Appendix B - Supporting Documents: Any additional documentation evidencing the debt or supporting the transfer
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