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Forward Flow Agreement
"I need a Forward Flow Agreement under South African law for a bank selling consumer credit card debt portfolios to a debt purchaser, with monthly transfers starting from March 2025 and including specific provisions for POPIA compliance and continued servicing arrangements."
1. Parties: Identifies the seller and purchaser with their full legal details and registration information
2. Background: Sets out the context of the agreement, including the seller's business, the nature of the receivables, and the parties' intentions
3. Definitions and Interpretation: Defines key terms used throughout the agreement and establishes interpretation principles
4. Sale and Purchase Structure: Establishes the framework for recurring sales, including frequency, commitment levels, and basic criteria
5. Eligibility Criteria: Defines the specific requirements that receivables must meet to be eligible for sale
6. Purchase Price and Payment: Details the pricing mechanism, calculation methods, and payment terms
7. Transfer Process: Outlines the procedures for each transfer, including notice requirements and documentation
8. Representations and Warranties: States the ongoing representations and warranties given by each party
9. Seller's Undertakings: Sets out the ongoing obligations of the seller regarding the receivables and operations
10. Purchaser's Undertakings: Establishes the purchaser's obligations, including compliance with collection practices
11. Data Protection and Confidentiality: Addresses POPIA compliance and confidentiality obligations
12. Term and Termination: Specifies the duration of the agreement and termination rights
13. Consequences of Termination: Details what happens upon termination, including treatment of in-process transfers
14. Indemnities: Sets out the indemnification obligations of each party
15. Governing Law and Jurisdiction: Specifies South African law as governing law and jurisdiction for disputes
16. General Provisions: Contains standard boilerplate clauses including notices, amendments, and assignment
1. Servicing Arrangements: Required if the seller continues to service the sold receivables or if special servicing arrangements are needed
2. Security Arrangements: Included if any form of security is required to support the seller's obligations
3. Put-Back Rights: Optional section defining circumstances where the purchaser can require the seller to repurchase receivables
4. Third Party Rights: Required if any third parties have rights under the agreement or if third party rights should be explicitly excluded
5. Competition Law Compliance: Needed if the transaction size or nature requires competition law considerations
6. True Sale Provisions: Enhanced provisions needed if true sale characterization is particularly important for the transaction
7. Credit Enhancement: Required if any form of credit enhancement or reserve account is part of the structure
8. Sub-Participation: Included if sub-participation rights are granted to the purchaser as an alternative to true sale
1. Eligibility Criteria Details: Detailed specifications of all eligibility requirements and exceptions
2. Form of Transfer Notice: Template for the formal notice initiating each transfer under the agreement
3. Purchase Price Calculation: Detailed methodology and formulae for calculating the purchase price
4. Operational Procedures: Detailed procedures for execution of transfers and related operations
5. Data Fields and Format: Specifications for data tape format and required data fields
6. Form of Power of Attorney: Standard form of power of attorney for post-transfer actions
7. Reporting Requirements: Templates and specifications for required reporting
8. Service Levels: Detailed service levels and performance metrics if applicable
9. System Specifications: Technical requirements for any systems integration or data transfer
10. Compliance Requirements: Detailed regulatory compliance requirements and procedures
Authors
Account
Accrued Interest
Additional Purchase Price
Affiliate
Applicable Law
Assignment
Available Portfolio
Business Day
Closing Date
Collection Period
Collections
Commencement Date
Confidential Information
Cut-off Date
Data Protection Laws
Data Subject
Default Interest Rate
Defaulted Receivable
Deferred Purchase Price
Eligibility Criteria
Eligible Receivable
Encumbrance
Event of Default
Excluded Receivable
Final Purchase Date
Financial Indebtedness
Forward Flow Period
Initial Purchase Price
Insolvency Event
Material Adverse Effect
Maximum Portfolio Size
Minimum Portfolio Size
National Credit Act
Notification
Obligor
Offer
Outstanding Balance
Payment Date
Personal Information
Portfolio
POPIA
Purchase Date
Purchase Price
Purchased Receivable
Put-Back Notice
Put-Back Receivable
Receivable
Receivables Documentation
Related Rights
Relevant Data
Repurchase Price
Reserve Account
Security Interest
Selection Criteria
Selection Date
Servicer
Servicing Agreement
Settlement Date
Transfer Notice
Transfer Requirements
True Sale
VAT
Purchase Price
Eligibility Criteria
Transfer Mechanics
Representations and Warranties
Covenants
Servicing
Data Protection
Confidentiality
Regulatory Compliance
Anti-Money Laundering
Put-Back Rights
Repurchase Obligations
Credit Enhancement
Security
Indemnification
Force Majeure
Term and Termination
Events of Default
Remedies
Assignment and Transfer
Notices
Amendments
Waivers
Severability
Entire Agreement
Counterparts
Costs and Expenses
Tax
VAT
Governing Law
Jurisdiction
Dispute Resolution
Banking
Financial Services
Debt Collection
Credit Management
Asset Management
Consumer Finance
Commercial Finance
Insurance
Telecommunications
Utilities
Legal
Finance
Risk Management
Compliance
Operations
Credit Management
Portfolio Management
Treasury
Data Protection
Collections
Commercial
Mergers & Acquisitions
Chief Financial Officer
Head of Debt Sales
Portfolio Manager
Legal Counsel
Compliance Officer
Credit Risk Manager
Operations Director
Collections Manager
Finance Director
Commercial Director
Head of Acquisitions
Risk Manager
Data Protection Officer
Treasury Manager
Account Manager
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