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1. Parties: Identification of the seller and purchaser of the loans, including their legal names, registration details, and addresses
2. Background: Context of the transaction, including brief description of the loan portfolio and purpose of the agreement
3. Definitions and Interpretation: Comprehensive definitions of terms used throughout the agreement and rules of interpretation
4. Sale and Purchase: Core transaction terms including agreement to sell and purchase the loans
5. Purchase Price and Payment: Details of the purchase price, calculation methodology, and payment terms
6. Conditions Precedent: Conditions that must be satisfied before completion of the sale
7. Completion: Process and requirements for closing the transaction
8. Seller's Representations and Warranties: Warranties regarding the loans, seller's authority, and compliance with laws
9. Purchaser's Representations and Warranties: Warranties regarding purchaser's authority and capacity to complete the transaction
10. Transfer Mechanics: Procedures for transferring the loans and associated rights
11. Post-Completion Obligations: Ongoing obligations of parties after completion
12. Indemnities: Indemnification provisions for breaches and claims
13. Confidentiality: Provisions regarding confidential information and its treatment
14. Notices: Process for giving notices under the agreement
15. General Provisions: Standard boilerplate provisions including governing law, amendments, and severability
1. Interim Servicing: Required when the seller continues to service the loans for a transition period
2. Security Transfer: Needed when loans are secured and security interests need to be transferred
3. Due Diligence: Included when specific due diligence provisions need to be documented
4. Data Protection: Required when significant personal data is involved in the transaction
5. Regulatory Compliance: Included when specific regulatory requirements need detailed coverage
6. Third Party Consents: Required when third party approvals are needed for the transfer
7. Buy-Back Provisions: Included when the seller may be required to repurchase certain loans
8. Post-Sale Servicing: Needed when ongoing servicing arrangements are part of the transaction
1. Schedule 1 - Loan Schedule: Detailed list of loans being sold including key information for each loan
2. Schedule 2 - Eligibility Criteria: Criteria that each loan must meet to be included in the sale
3. Schedule 3 - Form of Transfer Documents: Templates for documents required to effect the transfer
4. Schedule 4 - Completion Checklist: List of documents and actions required for completion
5. Schedule 5 - Seller's Power of Attorney: Power of attorney provisions for post-completion actions
6. Schedule 6 - Purchase Price Calculation: Detailed methodology for calculating the purchase price
7. Appendix A - Due Diligence Findings: Summary of due diligence results and identified issues
8. Appendix B - Required Consents: List of required third-party consents and their status
Applicable Law
Asset Documents
Borrower
Business Day
Closing
Closing Date
Completion
Conditions Precedent
Confidential Information
Cut-off Date
Default Interest
Disbursement Account
Effective Date
Eligible Loan
Encumbrance
Event of Default
Excluded Assets
Financial Indebtedness
GST
Guarantee
Insolvency Event
Interest Period
Loan
Loan Agreement
Loan Documents
Loan Files
Loan Portfolio
Loan Schedule
Material Adverse Effect
Outstanding Principal Balance
Payment Date
Permitted Encumbrance
Portfolio Cut-off Date
PPSA
Purchase Price
Purchased Assets
Purchaser
Regulatory Authority
Related Rights
Related Security
Relevant Agreement
Repurchase Event
Repurchase Price
Sale Assets
Security Interest
Security Trust
Seller
Servicer
Servicing Agreement
Settlement Date
Transfer Date
Transfer Documents
Transition Period
Trust
Trustee
Underlying Security
Warranties
Purchase Price
Payment Terms
Conditions Precedent
Completion
Representations and Warranties
Due Diligence
Transfer Mechanics
Security Transfer
Loan Assignment
Title and Risk
Regulatory Compliance
Data Protection
Privacy
Confidentiality
Anti-Money Laundering
Servicing Arrangements
Collections
Repurchase Obligations
Put-Back Rights
Indemnification
Liability
Force Majeure
Notices
Further Assurance
Assignment
Amendment
Severability
Governing Law
Dispute Resolution
Costs and Expenses
GST
Entire Agreement
Counterparts
Third Party Rights
Time of Essence
Waiver
Set-off
Termination
Survival
Remedies
Default
File Retention
Information Rights
Reporting
Interest Provisions
Security Trust
Power of Attorney
Banking
Financial Services
Investment Management
Asset Management
Consumer Finance
Commercial Lending
Mortgage Industry
Debt Trading
Fund Management
Private Equity
Legal
Finance
Treasury
Credit Risk
Compliance
Portfolio Management
Corporate Development
Loan Operations
Due Diligence
Transaction Management
Investment
Asset Management
Chief Financial Officer
Head of Legal
Treasury Manager
Portfolio Manager
Credit Risk Manager
Compliance Officer
Legal Counsel
Transaction Manager
Due Diligence Manager
Corporate Finance Director
Investment Manager
Loan Operations Manager
Senior Credit Analyst
Finance Director
Portfolio Strategist
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