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1. Parties: Identification of all parties to the agreement including the seller (current mortgage holder), purchaser, and any relevant financial institutions
2. Background: Context of the transaction, including brief description of the mortgage portfolio being sold
3. Definitions: Comprehensive definitions of terms used throughout the agreement
4. Sale and Purchase: Core terms of the sale including the mortgage assets being sold and purchase price
5. Purchase Price and Payment: Detailed terms of the purchase price, payment method, and timing
6. Conditions Precedent: Conditions that must be satisfied before completion of the sale
7. Completion: Process and requirements for completing the transaction
8. Representations and Warranties: Seller's representations regarding the mortgage portfolio and general warranties
9. Purchaser's Representations: Purchaser's representations and warranties
10. Transfer Process: Procedures for transferring the mortgage assets and associated rights
11. Compliance Requirements: Regulatory compliance obligations and requirements
12. Confidentiality: Confidentiality obligations of all parties
13. Notices: Process for giving notices under the agreement
14. General Provisions: Standard boilerplate provisions including governing law, jurisdiction, and amendments
15. Execution: Execution blocks for all parties
1. Transitional Services: Required when the seller will provide ongoing services to support the transfer of the mortgage portfolio
2. Security Interest: Needed when additional security interests are being created or transferred
3. Customer Communication: Include when specific requirements for communicating with mortgage customers need to be detailed
4. Data Protection: Required when significant personal data is being transferred as part of the mortgage portfolio
5. Break Fees: Include when there are specific provisions for early termination or break fees
6. Third Party Consents: Required when specific third-party consents are needed for the transfer
7. Indemnification: Include when specific indemnification provisions beyond standard warranties are required
1. Schedule 1 - Mortgage Portfolio Details: Detailed list and information about each mortgage being transferred
2. Schedule 2 - Purchase Price Calculation: Methodology and calculations for determining the purchase price
3. Schedule 3 - Form of Transfer Documents: Templates of all required transfer documentation
4. Schedule 4 - Completion Checklist: List of all documents and actions required for completion
5. Schedule 5 - Due Diligence Results: Summary of due diligence findings and any identified issues
6. Appendix A - Required Regulatory Notices: Templates of notices required by regulatory authorities
7. Appendix B - Customer Communication Templates: Standard forms for customer communications regarding the transfer
Applicable Law
ASIC
Assignment Date
Associated Rights
Authorised Representative
Business Day
Completion
Completion Date
Conditions Precedent
Confidential Information
Cut-off Date
Default Interest
Dispute
Due Diligence
Effective Date
Encumbrance
Event of Default
Existing Security
Financial Indebtedness
GST
Insolvency Event
Interest Period
Loan Agreement
Material Adverse Effect
Mortgage
Mortgage Assets
Mortgage Documents
Mortgage Loans
Mortgage Portfolio
Mortgage Rate
Mortgaged Property
Mortgagor
Notice
Outstanding Principal Balance
Parties
Payment Date
PPSA
Purchase Price
Purchaser
Qualifying Mortgage
Related Body Corporate
Relevant Documents
Representative
Security Interest
Security Trust
Security Trustee
Seller
Servicer
Servicing Agreement
Settlement
Transfer Date
Transfer Documents
Transitional Period
Trust
Valuation
Warranty Breach
Purchase Price
Payment Terms
Conditions Precedent
Completion
Representations and Warranties
Due Diligence
Transfer Mechanics
Security Interests
Regulatory Compliance
Consumer Protection
Data Protection
Confidentiality
Anti-Money Laundering
Servicing Arrangements
Portfolio Management
Default Provisions
Force Majeure
Assignment and Transfer
Notices
Governing Law
Dispute Resolution
Indemnification
Termination
Amendment
Severability
Entire Agreement
Further Assurance
Costs and Expenses
Interest Provisions
Insurance
Records and Access
Customer Communication
Third Party Rights
Transitional Services
Banking
Financial Services
Real Estate
Mortgage Lending
Investment Management
Legal Services
Financial Technology
Property Management
Legal
Finance
Compliance
Risk Management
Treasury
Mortgage Operations
Credit Risk
Portfolio Management
Due Diligence
Transaction Management
Chief Financial Officer
Head of Mortgage Operations
Legal Counsel
Compliance Officer
Portfolio Manager
Credit Risk Manager
Treasury Manager
Mortgage Operations Manager
Due Diligence Officer
Transaction Manager
Commercial Director
Finance Director
Property Finance Manager
Structured Finance Manager
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