1. Seller Financing: Terms of any financing provided by seller to purchaser - include if there is deferred consideration or seller financing

2. Multiple Closings: Mechanics for multiple transfer dates - include if the portfolio will be transferred in stages

3. Servicing Arrangements: Terms regarding ongoing servicing of the loans - include if seller will continue servicing the loans

4. Participation Structure: Terms for participation rather than transfer - include if structure is participation-based

5. Regulatory Compliance: Specific regulatory requirements - include if loans are consumer loans or specially regulated

6. Security Trust: Terms regarding holding of security - include if security is held on trust

7. Third Party Consents: Process for obtaining consents - include if third party consents are required

8. Tax Provisions: Detailed tax arrangements - include if specific tax structure is required

1. Schedule 1 - The Loans: Detailed list and description of loans being transferred

2. Schedule 2 - Completion Requirements: Detailed list of documents and actions required at completion

3. Schedule 3 - Form of Transfer Documents: Forms of assignment, transfer certificates and notices

4. Schedule 4 - Seller's Power of Attorney: Form of power of attorney from seller to purchaser

5. Schedule 5 - Loan Documents: List of all loan documents being transferred

6. Schedule 6 - Purchase Price Calculation: Methodology and calculations for purchase price

7. Schedule 7 - Warranties: Detailed warranties regarding the loans and security

8. Appendix 1 - Form of Notice to Borrowers: Template for notifying borrowers of the transfer

9. Appendix 2 - Form of Notice to Security Providers: Template for notifying security providers of the transfer