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The Loan Purchase and Sale Agreement is a crucial document used in the Philippine financial market when transferring loan portfolios between institutions. It is commonly employed in scenarios such as bank portfolio optimization, non-performing loan sales, or strategic debt trading. The agreement must comply with Philippine banking regulations, including the New Central Bank Act and relevant BSP circulars, while addressing data privacy concerns under the Data Privacy Act of 2012. This document is essential for financial institutions looking to manage their loan portfolios, improve capital efficiency, or implement risk management strategies. The agreement covers all aspects of the loan transfer, including purchase price determination, representations about the loan quality, servicing arrangements, and regulatory compliance requirements. It's particularly important in the context of the Philippine banking sector's efforts to manage non-performing loans and maintain healthy balance sheets.

1. Parties: Identifies the seller and purchaser of the loans, including their complete legal names, addresses, and registration details

2. Background: Describes the context of the transaction, including the seller's ownership of the loans and the purchaser's desire to acquire them

3. Definitions: Defines key terms used throughout the agreement, including 'Loans', 'Loan Documents', 'Cut-off Date', and 'Closing Date'

4. Sale and Purchase: Details the agreement to sell and purchase the loans, including the scope of what is being transferred

5. Purchase Price and Payment: Specifies the purchase price, payment terms, and any adjustments to the purchase price

6. Conditions Precedent: Lists the conditions that must be satisfied before the closing of the transaction

7. Closing: Details the closing process, timing, and deliverables

8. Representations and Warranties of Seller: Sets forth the seller's representations regarding the loans, authority to sell, and compliance with laws

9. Representations and Warranties of Purchaser: Sets forth the purchaser's representations regarding authority to purchase and compliance with laws

10. Covenants: Specifies ongoing obligations of both parties before and after closing

11. Transfer and Delivery of Loan Documents: Details the process for transferring loan documentation and notices to borrowers

12. Indemnification: Establishes indemnification obligations between the parties

13. Confidentiality: Addresses the treatment of confidential information and data privacy requirements

14. Governing Law and Jurisdiction: Specifies Philippine law as governing law and determines jurisdiction for disputes

15. Miscellaneous: Contains standard boilerplate provisions including notices, amendments, and severability