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1. Parties: Identification of the Seller and Buyer, including their complete legal names, registration numbers, and addresses
2. Background: Context of the agreement, nature of the receivables, and the parties' intention to enter into a forward-flow arrangement
3. Definitions: Definitions of key terms used throughout the agreement, including specific Indonesian legal and regulatory terms
4. Sale and Purchase Structure: Framework for the recurring sales, including frequency, notification requirements, and acceptance procedures
5. Eligibility Criteria: Specific criteria that receivables must meet to be eligible for sale under the agreement
6. Purchase Price and Payment: Pricing mechanism, payment terms, and currency considerations
7. Transfer Process: Detailed procedures for the transfer of receivables, including documentation requirements and timing
8. Representations and Warranties: Standard and specific warranties regarding the receivables, compliance with Indonesian law, and authority to sell
9. Servicing Arrangements: Terms regarding the ongoing servicing of the receivables post-transfer
10. Regulatory Compliance: Specific provisions ensuring compliance with Indonesian banking, financial services, and consumer protection regulations
11. Confidentiality and Data Protection: Provisions regarding data protection and confidentiality in accordance with Indonesian law
12. Term and Termination: Duration of the agreement and circumstances under which it can be terminated
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
1. Security Arrangements: Optional section for any security or guarantees required, particularly relevant if dealing with high-value receivables
2. Foreign Investment Provisions: Required when one party is a foreign entity, addressing compliance with Indonesian foreign investment regulations
3. Customer Communication: Optional section detailing procedures for communicating with customers about the transfer, particularly relevant for consumer receivables
4. Buy-Back Provisions: Optional section detailing circumstances under which the seller must repurchase receivables
5. Third-Party Servicer Provisions: Required when a third-party servicer is involved in managing the receivables
6. Currency Exchange Provisions: Required when the purchase price is in a different currency from the receivables
1. Schedule 1 - Eligibility Criteria: Detailed list of criteria that receivables must meet to be eligible for sale
2. Schedule 2 - Form of Transfer Notice: Template for the notice of transfer for each batch of receivables
3. Schedule 3 - Pricing Schedule: Detailed pricing methodology and calculations
4. Schedule 4 - Operating Procedures: Detailed procedures for the operational aspects of the transfers
5. Schedule 5 - Required Documents: List of documents required for each transfer
6. Schedule 6 - Form of Data File: Template for the data file format for receivables information
7. Appendix A - Power of Attorney: Standard form of power of attorney for executing transfers under Indonesian law
8. Appendix B - Regulatory Compliance Checklist: Checklist ensuring compliance with relevant Indonesian regulations
9. Appendix C - Form of Transfer Certificate: Template for the legal document effecting each transfer under Indonesian law
Accrued Interest
Assigned Rights
Back-up Servicer
Business Day
Cessie
Collection Period
Cut-off Date
Data Protection Laws
Deed of Assignment
Default Rate
Defaulted Receivable
Eligibility Criteria
Eligible Receivable
Encumbrance
Event of Default
Forward Flow Period
IDR
Ineligible Receivable
Initial Purchase Date
Material Adverse Effect
Monthly Report
OJK
Offer Date
Original Credit Documentation
Outstanding Balance
Payment Date
Portfolio
Purchase Price
Purchase Rate
Receivable
Receivables Data
Reference Banks
Regulatory Requirements
Related Rights
Relevant Documents
Repurchase Event
Repurchase Price
Sale Notice
Servicer
Servicing Agreement
Settlement Date
Transfer Certificate
Transfer Date
Transfer Notice
Transfer Requirements
Underlying Documents
Valuation Date
Working Hours
Eligibility Criteria
Purchase Price
Payment Terms
Transfer Mechanics
Conditions Precedent
Representations and Warranties
Covenants
Servicing
Regulatory Compliance
Data Protection
Confidentiality
Information Rights
Records and Access
Buy-Back Obligations
Indemnification
Events of Default
Termination
Force Majeure
Assignment and Transfer
Notices
Amendments
Governing Law
Dispute Resolution
Power of Attorney
Anti-Money Laundering
Consumer Protection
Further Assurance
Costs and Expenses
Severability
Entire Agreement
Counterparts
Banking
Financial Services
Debt Collection
Consumer Finance
Credit Card Services
Asset Management
Investment Management
Telecommunications
Utilities
Healthcare
Legal
Finance
Risk Management
Compliance
Operations
Treasury
Collections
Data Management
Portfolio Management
Credit Risk
Regulatory Affairs
Chief Financial Officer
Head of Collections
Legal Counsel
Compliance Officer
Risk Manager
Portfolio Manager
Treasury Manager
Credit Risk Officer
Operations Director
Data Protection Officer
Investment Manager
Debt Purchase Manager
Financial Controller
Business Development Director
Regulatory Affairs Manager
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