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1. Parties: Identification of the seller and purchaser, including registered addresses and company details
2. Background: Context of the agreement, nature of the debt portfolios, and general commercial intent
3. Definitions and Interpretation: Detailed definitions of terms used throughout the agreement and interpretation rules
4. Sale and Purchase Structure: Framework for the forward flow arrangement, including frequency of sales and minimum portfolio requirements
5. Eligibility Criteria: Specific criteria that receivables must meet to be included in each portfolio
6. Price and Payment Terms: Pricing mechanism, payment procedures, and timing of payments
7. Transfer Process: Detailed procedures for the transfer of receivables, including documentation requirements
8. Representations and Warranties: Standard and specific warranties regarding the receivables and parties' capacity
9. Regulatory Compliance: Obligations regarding regulatory requirements, including consumer protection and data protection
10. Servicing Arrangements: Provisions regarding the servicing of the receivables post-transfer
11. Information and Reporting: Requirements for ongoing information sharing and reporting between parties
12. Termination: Circumstances and procedures for termination of the agreement
13. Confidentiality: Provisions regarding confidential information and its protection
14. General Provisions: Standard boilerplate clauses including notices, amendments, governing law
1. Put-Back Rights: Optional section for circumstances where receivables can be returned to the seller, used when specific quality guarantees are required
2. Interim Servicing: Used when the seller continues to service the receivables for a transition period
3. Performance Guarantees: Optional section for specific performance guarantees on the receivables, used in more complex arrangements
4. Security Arrangements: Used when additional security or collateral is required for the transaction
5. Third Party Rights: Required when third parties have specific rights under the agreement, such as servicing agents
6. Data Migration: Detailed procedures for data transfer, used when complex IT systems are involved
7. Competition Compliance: Required when the transaction size triggers competition law considerations
1. Schedule 1 - Eligibility Criteria: Detailed list of criteria for receivables to be included in each portfolio
2. Schedule 2 - Purchase Price Calculation: Detailed methodology for calculating the purchase price of each portfolio
3. Schedule 3 - Form of Transfer Notice: Template for the formal notice of transfer for each portfolio
4. Schedule 4 - Due Diligence Requirements: Specific requirements for due diligence process on each portfolio
5. Schedule 5 - Data Fields: Required data fields and format for portfolio information
6. Schedule 6 - Service Levels: Detailed service level requirements for ongoing operations
7. Schedule 7 - Required Documents: List of documents required for each portfolio transfer
8. Appendix A - Form of Portfolio Report: Template for regular portfolio performance reporting
9. Appendix B - Compliance Requirements: Detailed regulatory and compliance requirements
10. Appendix C - Data Protection Requirements: Specific GDPR and data protection compliance requirements
Agreed Form
Assigned Rights
Business Day
Central Bank
Completion Date
Cut-Off Date
Data Protection Laws
Data Subject
Debtor
Default Rate
Eligibility Criteria
Eligible Receivable
Encumbrance
Final Collection Period
Forward Flow Period
GDPR
Initial Purchase Date
Insolvency Event
Irish Consumer Law
Material Adverse Effect
Maximum Portfolio Size
Minimum Portfolio Size
Monthly Payment Date
Offer Date
Offer Notice
Outstanding Balance
Personal Data
Portfolio
Portfolio Acceptance Notice
Portfolio Documents
Portfolio Report
Purchase Price
Purchase Price Percentage
Put-Back Receivable
Receivable
Receivables Records
Regulatory Requirements
Related Security
Relevant Documents
Repurchase Price
Required Information
Sale Notice
Security Interest
Servicer
Servicing Standards
Settlement Date
Transfer Documents
Transfer Notice
Transfer Requirements
Transferring Receivable
Transition Period
Unsuitable Receivable
Valuation Date
Sale and Purchase
Purchase Price
Completion
Transfer Requirements
Eligibility Criteria
Representations and Warranties
Regulatory Compliance
Data Protection
Confidentiality
Non-Competition
Assignment
Force Majeure
Indemnification
Put-Back Rights
Servicing
Information Sharing
Audit Rights
Payment Terms
Security Interest
Default
Termination
Remedies
Notices
Amendment
Severability
Entire Agreement
Governing Law
Jurisdiction
Third Party Rights
Further Assurance
Counterparts
Costs and Expenses
Set-Off
Consumer Protection
Records Maintenance
Portfolio Review
Reporting Requirements
Anti-Money Laundering
Dispute Resolution
Banking
Financial Services
Debt Collection
Credit Management
Consumer Finance
Commercial Lending
Asset Management
Mortgage Services
Credit Card Services
Alternative Lending
Legal
Finance
Risk Management
Compliance
Operations
Credit Risk
Portfolio Management
Treasury
Data Protection
Internal Audit
Commercial
Collections
Chief Financial Officer
Head of Collections
Legal Counsel
Compliance Manager
Risk Manager
Portfolio Manager
Credit Risk Officer
Debt Purchase Manager
Operations Director
Data Protection Officer
Commercial Director
Treasury Manager
Financial Controller
Head of Credit
Portfolio Analyst
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