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1. Parties: Identification of the Seller and Purchaser of the mortgage notes, including full legal names and registration details
2. Background: Context of the transaction, including reference to the underlying mortgage notes and their origination
3. Definitions: Key terms used throughout the agreement, including technical banking and Islamic finance terminology
4. Sale and Purchase: Core transaction terms, including identification of mortgage notes being sold and purchase price
5. Sharia Compliance: Declarations and structures ensuring compliance with Islamic finance principles
6. Conditions Precedent: Prerequisites for closing, including regulatory approvals and documentation requirements
7. Completion: Mechanics and timing of the transfer, including delivery of notes and payment procedures
8. Representations and Warranties: Seller's confirmations regarding the validity and status of the mortgage notes
9. Seller's Covenants: Ongoing obligations of the Seller regarding the mortgage notes and supporting documentation
10. Transfer Mechanics: Detailed procedures for legally transferring the mortgage notes under Saudi law
11. Payment Terms: Structure and timing of payments, ensuring Sharia-compliant consideration
12. Notices: Communication procedures between parties
13. Governing Law and Jurisdiction: Confirmation of Saudi law application and dispute resolution procedures
1. Security Agent Provisions: Required when a security agent is involved in holding or managing the mortgage notes
2. Multiple Closings: Include when the purchase will occur in multiple tranches
3. Servicing Arrangements: Required when ongoing servicing of the mortgage notes is part of the transaction
4. Buy-Back Provisions: Optional provisions for repurchase of non-performing notes
5. Third Party Rights: Required when rights are created for third parties such as regulators or beneficiaries
6. Tax Provisions: Detailed tax treatment section required for cross-border transactions
7. Registration Requirements: Additional section needed when special registration with SAMA or other authorities is required
1. Schedule 1 - List of Mortgage Notes: Detailed inventory of all mortgage notes being purchased, including key details
2. Schedule 2 - Form of Transfer Instruments: Templates for documentation required to effect the transfer
3. Schedule 3 - Conditions Precedent Documents: List of required documentation for closing
4. Schedule 4 - Seller's Power of Attorney: Form of power of attorney for executing transfer documents
5. Schedule 5 - Completion Checklist: Step-by-step checklist for closing procedures
6. Appendix A - Sharia Approvals: Copies of relevant Sharia board approvals and certifications
7. Appendix B - Regulatory Approvals: Copies of required SAMA and other regulatory approvals
8. Appendix C - Form of Notices: Templates for required notices to mortgagors and other parties
Banking
Islamic Finance
Real Estate
Financial Services
Investment Management
Mortgage Finance
Asset Management
Capital Markets
Legal
Islamic Banking
Treasury
Risk Management
Real Estate Finance
Compliance
Investment
Portfolio Management
Transaction Management
Corporate Finance
Asset Management
Regulatory Affairs
Chief Financial Officer
Head of Islamic Banking
Legal Counsel
Sharia Compliance Officer
Treasury Manager
Mortgage Portfolio Manager
Risk Manager
Investment Director
Real Estate Finance Manager
Regulatory Compliance Officer
Transaction Manager
Portfolio Analyst
Senior Banking Executive
Chief Investment Officer
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