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Mortgage Loan Purchase And Sale Agreement
"I need a Mortgage Loan Purchase and Sale Agreement for the sale of a $50M residential mortgage portfolio from ABC Bank to XYZ Investment Fund, with completion scheduled for March 2025, including provisions for ongoing loan servicing by the seller."
1. Parties: Identifies the seller and purchaser of the mortgage loans
2. Background: Explains the context of the transaction and the parties' intentions
3. Definitions and Interpretation: Defines key terms used throughout the agreement and sets out interpretation principles
4. Sale and Purchase: Details the agreement to sell and purchase the mortgage loans, including the purchase price mechanism
5. Conditions Precedent: Lists conditions that must be satisfied before completion of the purchase
6. Completion: Sets out the completion process, timing, and deliverables
7. Representations and Warranties: Seller's representations about the mortgage loans and both parties' general warranties
8. Repurchase Obligations: Circumstances where the seller must repurchase loans that breach warranties
9. Transfer Mechanics: Procedures for transferring the loans, including registration requirements
10. Payment Provisions: Details about purchase price calculation, adjustments, and payment terms
11. Notice to Borrowers: Requirements for notifying borrowers about the transfer
12. Confidentiality: Obligations regarding confidential information and privacy
13. Costs and Stamp Duty: Allocation of transaction costs and stamp duty obligations
14. General Provisions: Standard contractual provisions including governing law, notices, and amendments
1. Servicing Arrangements: Required if the servicing of the loans is being transferred or new servicing arrangements are being established
2. Post-Completion Obligations: Include when there are specific ongoing obligations after completion
3. Security Trust: Required if a security trustee structure is being used
4. Treatment of Non-Performing Loans: Include if there are special arrangements for non-performing loans
5. Data Protection: Detailed section required if significant personal data is being transferred
6. Break Fees and Prepayment: Include if there are specific arrangements for handling break fees or prepayment features
7. Securitisation Provisions: Required if the loans are being purchased for securitisation purposes
8. Pool Audit Rights: Include if the purchaser requires specific audit rights for the loan pool
1. Schedule 1 - Loan Schedule: Detailed list of all mortgage loans being sold, including key characteristics
2. Schedule 2 - Eligibility Criteria: Criteria that each loan must satisfy to be eligible for purchase
3. Schedule 3 - Loan Warranties: Specific warranties given in relation to each mortgage loan
4. Schedule 4 - Transfer Procedures: Detailed procedures for effecting the transfer of the loans
5. Schedule 5 - Form of Transfer Documents: Pro forma transfer documents required for the transaction
6. Schedule 6 - Purchase Price Calculation: Detailed methodology for calculating the purchase price
7. Schedule 7 - Completion Checklist: List of all documents and actions required at completion
8. Appendix A - Form of Notice to Borrowers: Template for the notice to be sent to borrowers
9. Appendix B - Power of Attorney: Form of power of attorney if required for the transfer
10. Appendix C - Security Documents: List and copies of relevant security documents
Authors
Applicable Law
Assignment Date
Authorised Officer
Business Day
Completion
Completion Date
Conditions Precedent
Consumer Credit Code
Cut-off Date
Default Interest
Defaulted Loan
Deferred Consideration
Disclosing Party
Disclosure Documents
Effective Date
Eligible Loan
Encumbrance
Event of Default
Excluded Amount
Financial Indebtedness
GST
Guarantee
Initial Purchase Price
Insolvency Event
Insurance Policy
Interest Period
Land
Lending Criteria
Loan Agreement
Loan Documents
Loan Files
Loan Pool
Loan Schedule
Loan Securities
Losses
Material Adverse Effect
Mortgage
Mortgaged Property
Mortgagor
Notice of Assignment
Outstanding Principal Balance
Payment Date
Permitted Encumbrance
Personal Information
Purchase Price
Purchase Price Adjustment
Purchased Assets
Purchaser's Solicitors
Receiving Party
Related Security
Relevant Documents
Repurchase Price
Security Interest
Security Trust
Security Trustee
Seller's Solicitors
Servicer
Servicing Agreement
Settlement Date
Title Documents
Transfer Documents
Transfer Requirements
Transferred Rights
Trust
Trustee
Underlying Securities
Undrawn Amount
Warranties
Purchase Price
Conditions Precedent
Completion
Representations and Warranties
Repurchase Obligations
Transfer Mechanics
Payment Terms
Security Interest
Loan Servicing
Collections and Payments
Notice Requirements
Document Delivery
Consumer Protection
Data Protection
Confidentiality
Privacy
Anti-Money Laundering
Regulatory Compliance
Due Diligence
Information Rights
Record Keeping
Default
Remedies
Indemnification
Force Majeure
Assignment
Amendments
Governing Law
Dispute Resolution
Costs and Expenses
GST
Stamp Duty
Severability
Entire Agreement
Notices
Further Assurance
Counterparts
Electronic Execution
Banking
Financial Services
Real Estate
Investment Management
Mortgage Lending
Asset Management
Financial Technology
Legal Services
Legal
Finance
Compliance
Risk Management
Mortgage Operations
Treasury
Credit
Portfolio Management
Due Diligence
Documentation
Asset Management
Loan Operations
Chief Financial Officer
Head of Mortgage Operations
Legal Counsel
Compliance Officer
Portfolio Manager
Credit Risk Manager
Treasury Manager
Mortgage Operations Manager
Due Diligence Manager
Transaction Manager
Asset Manager
Chief Risk Officer
Documentation Specialist
Loan Operations Officer
Legal Director
Head of Credit
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