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1. Parties: Identifies and provides details of the seller and purchaser of the loan(s)
2. Background: Sets out the context of the transaction, including the existence of the loan(s) to be sold and the parties' intention to enter into the sale
3. Definitions: Defines key terms used throughout the agreement
4. Sale and Purchase: Details the core transaction, including the loans being sold and purchase price
5. Consideration: Specifies the purchase price, payment terms, and any adjustments
6. Conditions Precedent: Lists conditions that must be satisfied before completion of the sale
7. Completion: Details the completion process, timing, and deliverables
8. Representations and Warranties: Sets out the seller's and purchaser's representations regarding their capacity and the loan assets
9. Seller's Undertakings: Details ongoing obligations of the seller post-completion
10. Purchaser's Undertakings: Specifies obligations of the purchaser
11. Confidentiality: Governs the treatment of confidential information and compliance with privacy laws
12. Tax: Addresses tax implications and responsibilities
13. Notices: Specifies how formal communications between parties should be made
14. Governing Law and Jurisdiction: Establishes Philippine law as governing law and jurisdiction for disputes
15. Boilerplate Provisions: Standard contract provisions including severability, entire agreement, amendments, etc.
1. Security Assignment: Required when the loans being sold are secured by collateral that needs to be transferred
2. Third Party Consents: Needed when the transfer requires consent from other parties (e.g., borrowers, guarantors)
3. Servicing Arrangements: Include when the seller will continue to service the loans post-sale
4. Buy-Back Provisions: Optional provisions allowing the seller to repurchase loans under specific circumstances
5. Regulatory Compliance: Detailed section needed for regulated entities or when specific regulatory requirements apply
6. Data Protection: Extended provisions needed when significant personal data is involved in the transfer
7. Foreign Exchange Provisions: Required when the loan sale involves foreign currency considerations
8. Transition Services: Needed when the seller will provide temporary support services to the purchaser
1. Schedule of Loans: Detailed list of all loans being sold, including key information about each loan
2. Purchase Price Calculation: Methodology and calculations for determining the final purchase price
3. Form of Transfer Documents: Templates for documents required to effect the transfer
4. Completion Checklist: List of all documents and actions required for completion
5. Seller's Power of Attorney: Form of power of attorney for post-completion actions
6. Data Fields: Specification of loan data to be transferred
7. Required Consents: List of required third-party consents and their status
8. Excluded Assets: List of any assets or rights explicitly excluded from the sale
Banking
Financial Services
Investment Management
Asset Management
Debt Collection
Private Equity
Credit Management
Commercial Lending
Real Estate Finance
Corporate Finance
Legal
Finance
Risk Management
Compliance
Credit Administration
Treasury
Operations
Portfolio Management
Corporate Development
Due Diligence
Transaction Management
Asset Management
Chief Financial Officer
Head of Legal
Credit Risk Manager
Portfolio Manager
Investment Director
Legal Counsel
Compliance Officer
Transaction Manager
Asset Manager
Treasury Manager
Due Diligence Officer
Financial Controller
Banking Operations Manager
Loan Administration Manager
Risk Assessment Officer
Corporate Finance Director
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