Mortgage Loan Purchase And Sale Agreement Template for Philippines

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Key Requirements PROMPT example:

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."

Document background
The Mortgage Loan Purchase And Sale Agreement is a crucial document used in the Philippine financial sector when one financial institution wishes to sell part or all of its mortgage loan portfolio to another institution. This transaction type is common in portfolio management, capital optimization, or business restructuring scenarios. The agreement must comply with Philippine banking regulations, particularly BSP requirements, and real estate laws. It typically includes detailed provisions about the loans being transferred, purchase price calculations, representations about loan quality, servicing arrangements, and regulatory compliance requirements. The document is particularly important in the context of the Philippine banking sector's active secondary mortgage market and must address specific local requirements for property rights transfer and registration.
Suggested Sections

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

Optional Sections

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

Suggested Schedules

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

Alex Denne

Head of Growth (Open Source Law) @ Genie AI | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

Relevant legal definitions
Clauses
Relevant Industries

Banking

Financial Services

Real Estate

Mortgage Lending

Investment Management

Legal Services

Financial Technology

Asset Management

Relevant Teams

Legal

Finance

Risk Management

Compliance

Treasury

Credit Risk

Portfolio Management

Operations

Real Estate Finance

Corporate Finance

Loan Operations

Due Diligence

Regulatory Affairs

Transaction Management

Relevant Roles

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

Industries
Teams

Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks,  Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination,  Severance Pay, Governing Law, Entire Agreemen

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