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1. Parties: Identifies and provides full details of all parties to the agreement, including the seller and purchaser of the mortgage
2. Background: Sets out the context of the transaction, including brief description of the existing mortgage and the intention to transfer it
3. Definitions: Defines all key terms used throughout the agreement
4. Sale and Purchase: Details the core transaction terms, including the mortgage being sold and purchase price
5. Purchase Price and Payment: Specifies the purchase price, payment terms, and method of payment
6. Conditions Precedent: Lists all conditions that must be satisfied before the agreement becomes effective
7. Completion: Details the completion process, including timing, location, and actions required by each party
8. Seller's Representations and Warranties: Sets out the seller's representations regarding the mortgage, underlying property, and their authority to sell
9. Purchaser's Representations and Warranties: Contains purchaser's representations regarding their authority and capacity to purchase
10. Covenants: Details ongoing obligations of both parties before and after completion
11. Default and Remedies: Specifies events of default and available remedies to the non-defaulting party
12. Notices: Specifies how formal notices under the agreement should be given
13. Governing Law and Jurisdiction: Confirms Philippine law as governing law and specifies jurisdiction for disputes
14. General Provisions: Contains standard boilerplate provisions including amendments, waivers, and severability
1. Transfer of Related Security: Used when additional security instruments need to be transferred along with the mortgage
2. Third Party Consents: Required when the transfer needs approval from third parties such as regulatory authorities
3. Tax Provisions: Detailed tax arrangements when complex tax implications are involved
4. Anti-Money Laundering Provisions: Enhanced AML provisions for high-value transactions or when required by specific circumstances
5. Servicing Arrangements: Used when specific arrangements for ongoing servicing of the mortgage are needed
6. Insurance: Specific insurance requirements beyond standard provisions
7. Foreign Exchange Provisions: Required when the transaction involves foreign currency elements
1. Schedule 1 - Details of the Mortgage: Complete details of the mortgage being purchased, including property description, outstanding amount, and payment terms
2. Schedule 2 - Property Information: Detailed information about the underlying property, including title details and registration information
3. Schedule 3 - Form of Transfer Documents: Templates of all documents required to effect the transfer
4. Schedule 4 - Completion Requirements: Detailed list of all documents and actions required for completion
5. Schedule 5 - Seller's Deliverables: List of all documents and items to be delivered by the seller
6. Appendix A - Power of Attorney: Form of power of attorney if required for the transaction
7. Appendix B - Regulatory Approvals: Copies of required regulatory approvals and related correspondence
8. Appendix C - Payment Details: Detailed payment instructions and bank account information
Applicable Law
Business Day
Closing Date
Completion
Completion Date
Conditions Precedent
Cut-off Date
Deed of Absolute Sale
Default Interest
Encumbrance
Event of Default
Existing Security
Financial Indebtedness
Government Authority
Interest Rate
Land Registration Authority
Loan Documents
Material Adverse Effect
Mortgage
Mortgage Documents
Mortgaged Property
Mortgagor
Outstanding Balance
Payment Date
Philippine Peso
Property
Purchase Price
Purchaser
Register of Deeds
Related Rights
Relevant Jurisdiction
Security
Seller
Title
Transfer Date
Transfer Documents
Underlying Documents
Valuation Report
Warranties
Registry of Property
Bangko Sentral ng Pilipinas
Real Estate Mortgage
Transfer Certificate of Title
Tax Clearance Certificate
Due Diligence Report
Regulatory Approval
Assignment of Rights
Collection Account
Servicing Agreement
Property Insurance
Deed of Assignment
Notice of Transfer
Recitals
Definitions
Sale and Purchase
Purchase Price
Payment Terms
Conditions Precedent
Completion
Transfer of Rights
Representations and Warranties
Covenants
Security
Title Transfer
Property Registration
Regulatory Compliance
Due Diligence
Confidentiality
Assignment
Default
Remedies
Indemnification
Force Majeure
Notices
Amendment
Severability
Entire Agreement
Waiver
Governing Law
Dispute Resolution
Anti-Money Laundering
Tax Provisions
Insurance
Further Assurance
Costs and Expenses
Termination
Survival
Banking
Real Estate
Financial Services
Investment Management
Mortgage Lending
Property Development
Legal Services
Financial Technology
Legal
Finance
Risk Management
Compliance
Real Estate
Credit Operations
Portfolio Management
Investment
Asset Management
Due Diligence
Banking Operations
Property Finance
Chief Financial Officer
Legal Counsel
Mortgage Operations Manager
Risk Management Officer
Compliance Officer
Real Estate Finance Manager
Portfolio Manager
Banking Operations Director
Credit Risk Analyst
Transaction Manager
Asset Management Director
Investment Officer
Property Finance Manager
Due Diligence Specialist
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