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Mortgage Sales Agreement
"Need a Mortgage Sales Agreement for the sale of a £50M residential mortgage portfolio from ABC Bank to XYZ Investment Fund, with the seller continuing to act as servicer and including buy-back provisions for any mortgages that breach warranties."
1. Parties: Identification of all parties to the agreement including the seller and purchaser of the mortgages
2. Background: Context of the agreement including the seller's ownership of the mortgages and intention to sell
3. Definitions: Key terms used throughout the agreement including specific mortgage-related terminology
4. Sale and Purchase: Core terms of the mortgage sale including transfer mechanics and conditions precedent
5. Purchase Price: Consideration, calculation methodology, and payment terms for the mortgage portfolio
6. Completion: Process and requirements for completion including documentation and timing
7. Representations and Warranties: Standard and specific warranties regarding the mortgages and compliance with regulations
8. Regulatory Compliance: Obligations regarding FCA regulations, money laundering requirements, and data protection
1. Post-Completion Obligations: Ongoing obligations after completion, used when parties have continuing responsibilities
2. Buy-Back Provisions: Terms for repurchase of mortgages, included when seller provides repurchase rights for breaches
3. Servicing Arrangements: Terms for ongoing mortgage servicing, used when seller continues to service the mortgages post-sale
1. Schedule of Mortgages: Detailed list and characteristics of mortgages being sold including borrower details and loan terms
2. Form of Transfer: Standard form for transferring individual mortgages including required regulatory notices
3. Warranties Schedule: Detailed warranties relating to the mortgages, regulatory compliance, and enforceability
4. Eligibility Criteria: Specific criteria that mortgages must meet to be included in the sale
5. Powers of Attorney: Forms of power of attorney enabling the purchaser to act in relation to the transferred mortgages
Authors
Applicable Law
Business Day
Completion
Completion Date
Confidential Information
Cut-off Date
Data Protection Laws
Eligibility Criteria
Encumbrance
Event of Default
FCA
FSMA
Financial Records
Legal Title
Loan
Loan Agreement
Material Adverse Effect
Mortgage
Mortgage Conditions
Mortgage Documents
Mortgage Portfolio
Mortgaged Property
Outstanding Principal Balance
Portfolio Schedule
Purchase Price
Purchaser
Regulatory Authority
Relevant Mortgage
Representations and Warranties
Security Interest
Seller
Servicer
Servicing Agreement
Title Documents
Transfer
Transfer Date
Valuation Report
VAT
Working Day
Purchase Price
Completion
Conditions Precedent
Representations and Warranties
Title and Security
Transfer of Rights
Portfolio Assignment
Payment Provisions
Remedies and Repurchase
Servicing Arrangements
Data Protection
Regulatory Compliance
Confidentiality
Record Keeping
Notices
Further Assurance
Anti-Money Laundering
Force Majeure
Assignment and Transfer
Amendments
Severability
Entire Agreement
Governing Law
Jurisdiction
Counterparts
Third Party Rights
Costs and Expenses
Indemnification
Termination
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