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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: 抖阴视频 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
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Chief Financial Officer
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Mortgage Portfolio Manager
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