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1. Parties: Identification of the seller and buyer entities, including registration details and addresses
2. Background: Context of the agreement, nature of the receivables, and purpose of the forward flow arrangement
3. Definitions and Interpretation: Detailed definitions of terms used throughout the agreement and interpretation rules
4. Sale and Purchase Structure: Framework for the recurring sale and purchase of receivables, including frequency and mechanism
5. Eligibility Criteria: Specific criteria that receivables must meet to be eligible for purchase
6. Purchase Price and Payment: Pricing mechanism, payment terms, and calculation methods
7. Transfer and Assignment: Legal mechanism for transferring receivables and associated rights
8. Representations and Warranties: Standard and specific warranties regarding the receivables and parties' capacity
9. Seller's Ongoing Obligations: Continuing obligations of the seller regarding the receivables and information provision
10. Buyer's Obligations: Ongoing obligations of the buyer, including regulatory compliance
11. Data Protection and Confidentiality: Compliance with NDPR and confidentiality obligations
12. Anti-Money Laundering Compliance: AML obligations and compliance requirements
13. Term and Termination: Duration of agreement and termination provisions
14. Governing Law and Jurisdiction: Nigerian law as governing law and jurisdiction provisions
15. General Provisions: Standard boilerplate clauses including notices, amendments, and entire agreement
1. Consumer Protection Provisions: Required when the receivables involve consumer debts, ensuring compliance with consumer protection laws
2. Regulatory Approvals: Required when specific regulatory approvals are needed for the transfer of certain types of receivables
3. Servicing Arrangements: Required when the seller or a third party will continue to service the receivables post-sale
4. Third Party Rights: Required when there are third party rights or obligations that need to be addressed
5. Security Arrangements: Required when additional security or collateral is involved in the receivables
6. Step-in Rights: Required when the buyer needs rights to step into direct relationships with debtors
7. Transitional Services: Required when the seller needs to provide temporary services to facilitate the transfer
1. Schedule 1 - Eligibility Criteria Details: Detailed list of criteria for acceptable receivables
2. Schedule 2 - Purchase Price Calculation: Detailed methodology for calculating purchase prices
3. Schedule 3 - Form of Transfer Notice: Template for the regular transfer notices
4. Schedule 4 - Due Diligence Requirements: Checklist of required due diligence items
5. Schedule 5 - Operational Procedures: Detailed procedures for the regular transfers and communications
6. Schedule 6 - Form of Data Protection Agreement: Template for data protection arrangements
7. Schedule 7 - Required Documents: List of documents required for each transfer
8. Schedule 8 - Reporting Requirements: Templates and requirements for ongoing reporting
9. Appendix A - Power of Attorney: Form of power of attorney if required for completing transfers
10. Appendix B - Compliance Certificates: Templates for regular compliance certification
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