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1. Parties: Identification of the Seller and Purchaser with complete legal names and addresses
2. Background: Recitals explaining the context of the transaction, including the Seller's authority to sell the mortgage loans and the Purchaser's desire to purchase them
3. Definitions and Interpretation: Comprehensive definitions of terms used in the agreement and rules of interpretation
4. Purchase and Sale: Core transaction terms including the agreement to sell and purchase the mortgage loans, purchase price, and payment terms
5. Conditions Precedent: Conditions that must be satisfied before the transaction can complete
6. Closing: Mechanics and procedures for the closing of the transaction, including delivery requirements
7. Representations and Warranties: Statements of fact and assurances from both parties, particularly regarding the mortgage loans and authority to transact
8. Covenants: Ongoing obligations of the parties before and after closing
9. Servicing Transfer: Provisions regarding the transfer of loan servicing responsibilities
10. Regulatory Compliance: Compliance with applicable laws, regulations, and regulatory requirements
11. Indemnification: Mutual indemnification provisions and procedures for claims
12. Confidentiality: Provisions protecting confidential information exchanged during the transaction
13. Events of Default: Circumstances constituting default and consequences thereof
14. Termination: Grounds for termination and the process thereof
15. Governing Law and Jurisdiction: Choice of law and jurisdiction for dispute resolution
16. Miscellaneous: Standard boilerplate provisions including notices, amendments, and severability
1. Security Creation: Required if new security interests need to be created as part of the transaction
2. Third Party Rights: Needed if there are any third party beneficiaries or rights to be addressed
3. Electronic Records: Required if the parties agree to maintain records electronically or use digital signatures
4. Post-Closing Adjustments: Include if the purchase price may be adjusted after closing based on reconciliation
5. Interim Servicing: Required if the seller will continue servicing the loans for a transition period
6. Custodian Provisions: Needed if a third-party custodian will hold documents
7. Force Majeure: Optional provisions for unforeseen circumstances preventing performance
1. Schedule 1 - Mortgage Loan Schedule: Detailed list of all mortgage loans being sold, including key characteristics and outstanding amounts
2. Schedule 2 - Eligibility Criteria: Criteria that each mortgage loan must meet to be included in the sale
3. Schedule 3 - Purchase Price Calculation: Methodology for calculating the purchase price, including any adjustments
4. Schedule 4 - Required Documentation: List of all documents to be delivered for each mortgage loan
5. Schedule 5 - Form of Transfer Documents: Ƶ of assignment deeds and transfer instruments
6. Schedule 6 - Seller's Power of Attorney: Form of power of attorney if required for post-closing actions
7. Schedule 7 - Representations and Warranties regarding Individual Loans: Detailed representations about each individual mortgage loan
8. Schedule 8 - Servicing Transfer Procedures: Detailed procedures for transferring loan servicing
9. Appendix A - Compliance Checklist: Regulatory compliance requirements and confirmations
10. Appendix B - Forms of Notices: Standard forms for borrower notifications and regulatory notices
Banking
Financial Services
Real Estate
Mortgage Lending
Asset Management
Investment Banking
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Financial Technology
Housing Finance
Legal
Finance
Risk Management
Compliance
Treasury
Credit
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Operations
Due Diligence
Asset Management
Loan Administration
Deal Advisory
Documentation
Chief Financial Officer
Legal Counsel
Mortgage Portfolio Manager
Risk Manager
Compliance Officer
Treasury Manager
Portfolio Analyst
Credit Manager
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Investment Director
Banking Operations Manager
Due Diligence Officer
Transaction Manager
Loan Servicing Manager
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