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Loss Share Agreement
1. Parties: Identification of the participating entities, including their registration details and addresses
2. Background: Context of the agreement, including the purpose of the loss-sharing arrangement and relevant transaction details
3. Definitions: Detailed definitions of key terms, including 'Covered Assets', 'Loss', 'Loss Share', 'Recovery', and other technical terms
4. Scope of Loss Share: Detailed description of assets covered by the agreement and the specific losses that qualify for sharing
5. Loss Share Calculation: Methodology for calculating losses and determining each party's share
6. Payment Mechanics: Procedures and timing for loss share payments, including payment instructions and currency provisions
7. Reporting Requirements: Regular reporting obligations, including timing, format, and content of reports
8. Representations and Warranties: Standard and specific representations regarding authority, compliance, and asset quality
9. Covenants: Ongoing obligations of the parties, including asset management and notification requirements
10. Term and Termination: Duration of the agreement and circumstances allowing early termination
11. Dispute Resolution: Procedures for resolving disputes, including jurisdiction and governing law provisions
12. Miscellaneous: Standard provisions including notices, amendments, and assignment restrictions
1. Regulatory Compliance: Additional section required when parties are regulated entities, detailing compliance with specific regulatory requirements
2. Recovery Sharing: Optional section for arrangements where recoveries on losses are also shared between parties
3. Third Party Rights: Required when the agreement affects or involves rights of third parties
4. Security Arrangements: Needed when collateral or security is required to support loss share obligations
5. Tax Provisions: Detailed tax provisions when the arrangement has significant tax implications
6. Step-In Rights: Required when one party has the right to take control of asset management in certain circumstances
7. Data Protection: Required when sharing of personal data is involved, ensuring GDPR compliance
1. Schedule 1 - Covered Assets: Detailed list and description of assets covered by the loss share arrangement
2. Schedule 2 - Loss Calculation Methodology: Detailed procedures and formulas for calculating losses and shares
3. Schedule 3 - Reporting Templates: Standard forms and templates for required reports
4. Schedule 4 - Service Levels: Performance standards for asset management and reporting
5. Schedule 5 - Contact Details: Key contacts and notice details for all parties
6. Appendix A - Initial Asset Valuation: Baseline valuations of covered assets at agreement inception
7. Appendix B - Form of Loss Share Certificate: Template for claiming and certifying losses
8. Appendix C - Compliance Requirements: Detailed regulatory and compliance obligations
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