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1. Parties: Identification of the seller and purchaser of the loans
2. Background: Context of the transaction and brief description of the loan portfolio being sold
3. Definitions: Defined terms used throughout the agreement
4. Purchase and Sale: Core transaction terms including purchase price, payment terms, and what is being sold
5. Transfer of Rights: Provisions regarding the assignment and transfer of loan rights and related security
6. Purchase Price and Payment: Detailed terms of consideration, including any adjustments and payment mechanics
7. Closing: Closing conditions, timing, and mechanics for completing the transaction
8. Seller's Representations and Warranties: Representations about the seller's authority, loan portfolio quality, and compliance with laws
9. Purchaser's Representations and Warranties: Representations about the purchaser's authority and ability to complete the transaction
10. Covenants: Ongoing obligations of both parties before and after closing
11. Indemnification: Terms for compensating parties for breaches or losses
12. Survival: Which provisions continue after closing and for how long
13. Notices: How formal communications between parties should be made
14. General Provisions: Standard boilerplate provisions including governing law, amendments, and assignment
1. Servicing Transition: Used when loan servicing responsibilities need to be transferred or maintained
2. Post-Closing Adjustments: Include when purchase price adjustments may be needed after closing
3. Security Interest: Required when additional security arrangements are needed for the transaction
4. Regulatory Compliance: Detailed section needed for heavily regulated loan portfolios
5. Third Party Consents: Include when transfers require approvals from other parties
6. Data Protection: Detailed provisions needed when significant personal data is involved
7. Foreign Exchange Provisions: Include for loans in multiple currencies
8. Interim Servicing: Used when seller continues servicing loans for a transition period
1. Schedule A - Loan Schedule: Detailed list of loans being sold including key terms, amounts, and borrower information
2. Schedule B - Loan Documents: List of all documentation being transferred for each loan
3. Schedule C - Form of Transfer Documents: Templates for assignment and transfer documentation
4. Schedule D - Closing Checklist: List of all deliverables required at closing
5. Schedule E - Purchase Price Calculation: Detailed breakdown of purchase price and any adjustments
6. Schedule F - Excluded Assets: List of any assets or rights explicitly excluded from the sale
7. Appendix 1 - Due Diligence Findings: Summary of due diligence results and any identified issues
8. Appendix 2 - Servicing Transfer Procedures: Detailed procedures for transferring loan servicing responsibilities
Adjusted Purchase Price
Administrative Agent
Applicable Law
Assignment and Assumption Agreement
Borrower
Business Day
Closing
Closing Date
Closing Statement
Cut-off Date
Default
Defaulted Loan
Delivery Date
Due Diligence Materials
Effective Date
Encumbrance
Event of Default
Excluded Assets
Excluded Obligations
Governmental Authority
Interest Period
Loan
Loan Agreement
Loan Documents
Loan Files
Loan Portfolio
Loan Schedule
Material Adverse Effect
Outstanding Principal Balance
Permitted Encumbrance
Purchase Price
Purchased Assets
Related Security
Required Consents
Security Interest
Servicing Agreement
Servicing Rights
Settlement Date
Third Party Consent
Transaction Documents
Transfer Date
Transfer Documents
Transferred Rights
Transition Period
Warranty Breach
Working Day
Transfer of Rights
Purchase Price
Payment Terms
Conditions Precedent
Closing Conditions
Representations and Warranties
Seller Covenants
Purchaser Covenants
Assignment
Loan Servicing
Due Diligence
Confidentiality
Data Protection
Privacy
Regulatory Compliance
Anti-Money Laundering
Security Interest
Risk Transfer
Indemnification
Remedies
Default
Force Majeure
Governing Law
Jurisdiction
Dispute Resolution
Notices
Amendment
Severability
Entire Agreement
Further Assurance
Counterparts
Electronic Execution
Third Party Rights
Costs and Expenses
Tax
Interest
Set-off
Survival
Assignment and Transfer
Transition Services
Banking
Financial Services
Investment Management
Private Equity
Asset Management
Debt Collection
Commercial Lending
Consumer Finance
Credit Services
Financial Technology
Legal
Finance
Treasury
Risk Management
Compliance
Credit Administration
Portfolio Management
Operations
Due Diligence
Corporate Development
Investment
Commercial Banking
Chief Financial Officer
Portfolio Manager
Credit Risk Manager
Legal Counsel
Compliance Officer
Treasury Manager
Investment Director
Loan Operations Manager
Due Diligence Officer
Asset Manager
Transaction Manager
Commercial Banking Officer
Corporate Finance Director
Finance Director
Risk Management Officer
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