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1. Parties: Identifies the seller and purchaser of the loans
2. Background/Recitals: Sets out the context and purpose of the loan sale
3. Definitions: Defines key terms used throughout the agreement
4. Sale and Purchase: Core terms of the transaction including purchase price and payment mechanics
5. Conditions Precedent: Prerequisites that must be satisfied before closing
6. Representations and Warranties: Statements of fact and assurances from both parties
7. Covenants: Ongoing obligations of the parties
8. Closing Mechanics: Process and requirements for completing the transaction
1. Servicing Provisions: Terms regarding ongoing loan servicing arrangements - used when servicing is being transferred or retained by seller
2. Post-Closing Adjustments: Mechanisms for price adjustments after closing - used when final purchase price depends on post-closing calculations
3. Regulatory Compliance: Specific regulatory obligations and compliance requirements - used when dealing with regulated entities or consumer loans
1. Loan Schedule: Detailed list of loans being sold including key characteristics
2. Form of Transfer Documents: Templates for assignment and transfer documentation
3. Purchase Price Calculation: Methodology for calculating the purchase price
4. Required Consents: List of third-party consents needed for the transfer
5. Due Diligence Results: Summary of due diligence findings
6. Form of Notices: Templates for required notices to borrowers or other parties
Aggregate Principal Balance
Assigned Rights
Business Day
Closing Date
Cut-off Date
Default Interest
Encumbrance
Event of Default
Governmental Authority
Law
Loan
Loan Agreement
Loan Documents
Loan Files
Loan Portfolio
Material Adverse Effect
Outstanding Balance
Purchase Price
Purchase Price Adjustment
Related Security
Relevant Consents
Security Interest
Servicing Agreement
Servicing Rights
Settlement Date
Transaction Documents
Transfer Documents
Warranties
Working Day
Purchase Price
Conditions Precedent
Closing Mechanics
Representations and Warranties
Covenants
Servicing
Transfer Mechanics
Assignment
Security Interests
Further Assurance
Indemnification
Confidentiality
Data Protection
Notice Requirements
Regulatory Compliance
Tax
Set-off Rights
Post-Closing Adjustments
Default
Remedies
Force Majeure
Governing Law
Dispute Resolution
Severability
Entire Agreement
Amendment and Waiver
Costs and Expenses
Notices
Counterparts
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