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Mortgage Loan Purchase And Sale Agreement
"I need a Mortgage Loan Purchase and Sale Agreement under Philippine law for the sale of a residential mortgage portfolio worth PHP 500 million from ABC Bank to XYZ Investment Corporation, with the seller continuing to service the loans for 6 months after closing in March 2025."
1. Parties: Identifies the Seller and Purchaser of the mortgage loans, including their complete legal names, addresses, and registration details
2. Background: Explains the context of the transaction, including the Seller's ownership of the mortgage loans and the parties' intention to transfer them
3. Definitions: Defines key terms used throughout the agreement, including 'Mortgage Loans', 'Cut-off Date', 'Closing Date', and other technical terms
4. Sale and Purchase: Details the agreement to sell and purchase the mortgage loans, including the basic terms of the transfer
5. Purchase Price and Payment: Specifies the purchase price, payment method, timing, and any adjustments
6. Conditions Precedent: Lists conditions that must be satisfied before the transfer becomes effective
7. Closing Mechanics: Details the process for completing the transfer, including documentation requirements and timing
8. Representations and Warranties: Sets out the Seller's representations about the mortgage loans and both parties' standard corporate warranties
9. Servicing Transition: Addresses the transfer of loan servicing responsibilities and related documentation
10. Regulatory Compliance: Addresses compliance with Filipino banking and property laws, including BSP requirements
11. Indemnification: Details each party's indemnification obligations for breaches and other specified events
12. Governing Law and Jurisdiction: Specifies Philippine law as governing law and sets jurisdiction for disputes
13. Miscellaneous: Standard boilerplate provisions including notices, amendments, and severability
1. Interim Servicing: Used when the Seller will continue servicing the loans for a transition period post-sale
2. Post-Closing Covenants: Used when parties need ongoing obligations after closing, such as document delivery or customer notifications
3. Security Interest: Used when additional security arrangements are required for any deferred payment portions
4. Tax Matters: Used when specific tax allocation or treatment needs to be addressed between parties
5. Data Protection: Used when transfer involves significant personal data requiring specific compliance measures under Philippine Data Privacy Act
6. Third Party Consents: Used when specific third-party approvals are required for the transfer
7. Foreign Exchange Provisions: Used when the transaction involves non-Philippine peso denominated loans or payments
1. Schedule 1 - Mortgage Loan Schedule: Detailed list of all mortgage loans being sold, including key characteristics and current balances
2. Schedule 2 - Loan Documents: List of required documentation for each mortgage loan being transferred
3. Schedule 3 - Form of Transfer Documents: Templates for assignment and transfer documents required under Philippine law
4. Schedule 4 - Seller's Power of Attorney: Form of power of attorney for post-closing actions by Seller
5. Schedule 5 - Required Consents: List of required regulatory and third-party consents
6. Appendix A - Eligibility Criteria: Detailed criteria that each mortgage loan must meet
7. Appendix B - Due Diligence Findings: Summary of due diligence results and any identified issues
8. Appendix C - Servicing Transfer Requirements: Detailed procedures for transferring loan servicing responsibilities
Authors
Affiliate
Aggregate Principal Balance
Applicable Law
Assignment Documents
Bangko Sentral ng Pilipinas
Business Day
Closing
Closing Date
Cut-off Date
Data Protection Laws
Default Interest
Defaulted Loan
Delinquent Loan
Due Diligence Period
Effective Date
Eligible Loan
Encumbrance
Environmental Laws
Event of Default
Excluded Assets
Government Authority
Indemnified Party
Indemnifying Party
Interest Rate
Loan Agreement
Loan Documents
Loan Files
Loan Schedule
Loss
Material Adverse Effect
Mortgage
Mortgage Loan
Mortgaged Property
Outstanding Principal Balance
Payment Date
Permitted Encumbrance
Purchase Price
Purchase Price Adjustment
Registry of Deeds
Related Security
Relevant Period
Required Consents
Security Interest
Seller's Power of Attorney
Servicing Agreement
Servicing Rights
Servicing Transfer Date
Title Documents
Transaction Documents
Transfer Requirements
Transferred Rights
Unpaid Balance
Purchase Price
Payment Terms
Conditions Precedent
Closing Requirements
Asset Transfer
Representations and Warranties
Regulatory Compliance
Loan Servicing
Due Diligence
Documentation Requirements
Property Registration
Title Transfer
Indemnification
Confidentiality
Data Protection
Anti-Money Laundering
Consumer Protection
Environmental Compliance
Force Majeure
Assignment and Transfer
Notices
Amendment
Waiver
Severability
Entire Agreement
Further Assurance
Costs and Expenses
Tax Matters
Governing Law
Dispute Resolution
Third Party Rights
Counterparts
Term and Termination
Post-Closing Obligations
Default and Remedies
Security Interest
Records and Access
Reporting Requirements
Insurance
Survival
Banking
Financial Services
Real Estate
Mortgage Lending
Investment Management
Legal Services
Financial Technology
Asset Management
Legal
Finance
Risk Management
Compliance
Treasury
Credit Risk
Portfolio Management
Operations
Real Estate Finance
Corporate Finance
Loan Operations
Due Diligence
Regulatory Affairs
Transaction Management
Chief Financial Officer
Legal Counsel
Mortgage Portfolio Manager
Risk Management Officer
Compliance Officer
Treasury Manager
Credit Risk Manager
Portfolio Analyst
Banking Operations Manager
Real Estate Finance Manager
Corporate Finance Director
Loan Operations Manager
Due Diligence Officer
Transaction Manager
Regulatory Compliance Manager
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