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1. Parties: Identification of the Seller and Purchaser, including their full legal names, licenses, and registration details as per UAE requirements
2. Background: Context of the transaction, including the Seller's ownership of the mortgage loans and the parties' intention to enter into the purchase and sale transaction
3. Definitions and Interpretation: Comprehensive definitions of terms used throughout the agreement and rules of interpretation
4. Sale and Purchase: Core transaction terms including the agreement to sell and purchase the mortgage loans
5. Purchase Price and Payment: Details of the purchase price, calculation methodology, and payment terms
6. Conditions Precedent: Prerequisites that must be satisfied before completion of the transaction
7. Completion: Process and requirements for completing the transfer of the mortgage loans
8. Representations and Warranties: Statements of fact and assurances from both parties, particularly regarding loan quality and compliance with UAE law
9. Seller's Covenants: Ongoing obligations of the Seller, including document delivery and cooperation requirements
10. Regulatory Compliance: Specific provisions ensuring compliance with UAE Central Bank regulations and other applicable laws
11. Confidentiality: Provisions regarding the confidential treatment of transaction information
12. Notices: Process and requirements for formal communications between parties
13. Governing Law and Jurisdiction: Specification of UAE law as governing law and jurisdiction for disputes
1. Servicing Arrangements: Required if the Seller will continue to service the mortgage loans post-sale
2. Multiple Closings: Needed for transactions involving multiple tranches or staged purchases
3. Security Interest: Required if additional security arrangements are needed beyond the mortgage transfer
4. Post-Closing Adjustments: Used when the final purchase price may be subject to post-closing adjustments
5. Data Protection: Required when detailed personal data handling procedures need to be specified
6. Islamic Finance Compliance: Necessary for Sharia-compliant transactions
7. Foreign Exchange Provisions: Required when the transaction involves multiple currencies
8. Special Purpose Vehicle Provisions: Needed when the purchase involves an SPV structure
1. Schedule 1 - Mortgage Loan Schedule: Detailed list of all mortgage loans being sold, including key characteristics and values
2. Schedule 2 - Loan Documents: List of all required documentation for each mortgage loan
3. Schedule 3 - Eligibility Criteria: Specific criteria that each mortgage loan must meet
4. Schedule 4 - Form of Transfer Documents: Templates for transfer documentation required under UAE law
5. Schedule 5 - Due Diligence Findings: Summary of due diligence results and any identified issues
6. Schedule 6 - Property Details: Details of the underlying properties securing the mortgage loans
7. Appendix A - Completion Checklist: Detailed checklist of all requirements for completion
8. Appendix B - Required Regulatory Approvals: List of required regulatory approvals and their status
Banking
Financial Services
Real Estate
Mortgage Finance
Investment Banking
Islamic Banking
Asset Management
Property Development
Legal
Compliance
Risk Management
Finance
Treasury
Real Estate Finance
Islamic Banking
Credit Risk
Operations
Due Diligence
Portfolio Management
Regulatory Affairs
Chief Financial Officer
Head of Mortgage Finance
Legal Counsel
Compliance Officer
Risk Manager
Portfolio Manager
Treasury Manager
Real Estate Finance Manager
Islamic Banking Officer
Credit Risk Officer
Transaction Manager
Due Diligence Manager
Mortgage Operations Manager
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