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Loss Share Agreement
"I need a Loss Share Agreement under Irish law for a bank acquisition where my institution (ABC Bank) will be acquiring a distressed loan portfolio from XYZ Bank, with the transaction scheduled to complete by March 2025. The agreement should include specific provisions for commercial real estate loans and detail a 80:20 loss sharing ratio."
1. Parties: Identifies and defines the parties entering into the loss share agreement
2. Background: Sets out the context and purpose of the agreement, including relevant business relationship between the parties
3. Definitions: Defines key terms used throughout the agreement, including financial and technical terms specific to loss sharing
4. Scope of Loss Share: Defines the specific assets, portfolios, or transactions covered by the loss sharing arrangement
5. Loss Share Mechanism: Details the specific methodology for calculating and allocating losses between parties
6. Payment and Settlement: Procedures and timelines for making loss share payments between parties
7. Reporting Requirements: Specifies the reporting obligations of each party, including frequency and content of reports
8. Risk Management: Outlines required risk management practices and controls
9. Representations and Warranties: Standard and specific representations made by each party
10. Term and Termination: Duration of the agreement and circumstances under which it can be terminated
11. Confidentiality: Provisions regarding the treatment of confidential information
12. Governing Law and Jurisdiction: Specifies Irish law as governing law and jurisdiction for disputes
13. Miscellaneous: Standard boilerplate provisions including notices, amendments, and assignment
1. Regulatory Compliance: Required when either party is subject to specific regulatory requirements or when the agreement needs regulatory approval
2. Third Party Rights: Needed when third parties have rights or obligations under the agreement
3. Step-In Rights: Include when one party needs the right to take over certain functions in specified circumstances
4. Data Protection: Required when personal data processing is involved in loss sharing calculations or reporting
5. Service Level Requirements: Include when specific performance standards need to be maintained in managing covered assets
6. Dispute Resolution: Optional detailed dispute resolution procedures beyond court jurisdiction
7. Force Majeure: Include when parties want specific provisions for handling unforeseen events
8. Anti-Money Laundering: Required when the agreement involves financial institutions or regulated entities
1. Schedule 1 - Covered Assets: Detailed list and description of assets covered by the loss share arrangement
2. Schedule 2 - Loss Calculation Methodology: Detailed mathematical formulae and examples for loss calculations
3. Schedule 3 - Reporting Templates: Standard forms and templates for required reports
4. Schedule 4 - Service Levels: Detailed performance metrics and standards if applicable
5. Schedule 5 - Initial Asset Valuation: Beginning valuations for covered assets
6. Schedule 6 - Fee Structure: Details of any fees or charges associated with the loss share arrangement
7. Appendix A - Contact Details: List of key contacts and their roles for both parties
8. Appendix B - Regulatory Approvals: Copies or details of relevant regulatory approvals
9. Appendix C - Operating Procedures: Detailed day-to-day operational procedures and workflows
Authors
Applicable Law
Applicable Percentage
Asset Pool
Asset Value
Authorised Representative
Business Day
Calculation Date
Calculation Period
Central Bank
Claim
Commencement Date
Covered Assets
Covered Loss
Cumulative Loss
Default Event
Effective Date
Eligible Asset
Excluded Loss
First Loss
Government Authority
Indemnified Party
Initial Value
Insolvency Event
Loss Calculation
Loss Notice
Loss Payment
Loss Share Certificate
Loss Share Payment
Loss Share Percentage
Loss Threshold
Material Adverse Effect
Net Loss
Notice of Claim
Payment Date
Portfolio
Quarter
Quarterly Report
Realized Loss
Recovery
Reference Date
Regulatory Approval
Relevant Period
Risk Period
Settlement Date
Shared Loss
Termination Date
Threshold Amount
Total Loss
Transaction Documents
Trigger Event
Valuation Date
Valuation Method
Working Day
Definitions
Loss Share Mechanism
Payment Obligations
Loss Calculation
Asset Coverage
Reporting Requirements
Risk Management
Regulatory Compliance
Representations and Warranties
Covenants
Information Rights
Record Keeping
Monitoring and Supervision
Payment Mechanics
Settlement Procedures
Default
Indemnification
Confidentiality
Data Protection
Force Majeure
Term and Termination
Assignment and Transfer
Notices
Amendments
Governing Law
Dispute Resolution
Third Party Rights
Severability
Entire Agreement
Step-In Rights
Asset Valuation
Recovery Procedures
Audit Rights
Service Levels
Compliance with Laws
Anti-Money Laundering
Costs and Expenses
Waiver
Counterparts
Banking & Financial Services
Insurance
Asset Management
Investment Banking
Government & Public Sector
Financial Technology
Private Equity
Corporate Finance
Regulatory & Compliance
Legal
Risk Management
Finance
Compliance
Treasury
Operations
Credit
Regulatory Affairs
Portfolio Management
Asset Management
Due Diligence
Corporate Finance
Investment
Restructuring
Chief Risk Officer
Chief Financial Officer
Legal Counsel
Risk Manager
Portfolio Manager
Compliance Officer
Financial Controller
Treasury Manager
Asset Manager
Operations Director
Regulatory Affairs Manager
Investment Manager
Senior Credit Officer
Restructuring Manager
Due Diligence Manager
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