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1. Parties: Identification of the Seller and Purchaser, including their legal details and registration information
2. Background: Context of the transaction, including brief description of the loan portfolio and purpose of the agreement
3. Definitions and Interpretation: Definitions of key terms used throughout the agreement and rules of interpretation
4. Sale and Purchase: Core provisions regarding the sale and transfer of the loans, including the commitment to sell and purchase
5. Purchase Price and Payment: Details of the purchase price calculation, payment mechanics, and any adjustments
6. Conditions Precedent: Conditions that must be satisfied before completion of the sale
7. Completion: Mechanics and requirements for closing the transaction, including timing and delivery requirements
8. Representations and Warranties: Seller's and Purchaser's representations and warranties regarding the loans and their capacity
9. Undertakings: Ongoing obligations of the parties before and after completion
10. Tax and Expenses: Allocation of tax liabilities and transaction expenses
11. Data Protection: Provisions regarding handling of borrower personal data and compliance with GDPR
12. Notices: Process and requirements for formal communications between parties
13. Assignment and Transfer: Restrictions and conditions for assigning rights under the agreement
14. Governing Law and Jurisdiction: Specification of Dutch law as governing law and jurisdiction for disputes
15. Miscellaneous: Standard boilerplate provisions including severability, entire agreement, and amendments
1. Security Transfer: Required when the loans are secured and security interests need to be transferred
2. Servicing Arrangements: Needed when there are interim or ongoing servicing arrangements for the loan portfolio
3. True Sale Provisions: Important for transactions where true sale opinions are required or bankruptcy remoteness is crucial
4. Consumer Protection: Required when the loan portfolio includes consumer loans
5. Regulatory Compliance: Specific section needed when the transaction falls under particular regulatory frameworks
6. Third Party Rights: Required when there are material third party rights affecting the loans
7. Back-up Servicing: Needed when contingency servicing arrangements are required
8. Interim Period: Required when there is a significant gap between signing and completion
1. Schedule 1 - Loan Portfolio: Detailed list and characteristics of the loans being sold
2. Schedule 2 - Completion Requirements: Detailed list of documents and actions required for completion
3. Schedule 3 - Seller's Power of Attorney: Form of power of attorney for post-completion actions
4. Schedule 4 - Form of Transfer Deed: Template deed for the legal transfer of the loans
5. Schedule 5 - Warranties: Detailed loan-level and portfolio-level warranties
6. Schedule 6 - Notice to Borrowers: Form of notification to borrowers regarding the transfer
7. Schedule 7 - Data Tape: Agreed form of the loan data tape and specifications
8. Schedule 8 - Purchase Price Calculation: Detailed methodology for calculating the purchase price
9. Appendix A - Eligibility Criteria: Criteria determining which loans are eligible for inclusion in the sale
10. Appendix B - Security Documents: List and copies of relevant security documents
11. Appendix C - Servicing Requirements: Detailed servicing standards and requirements if applicable
Banking
Financial Services
Investment Management
Asset Management
Private Equity
Debt Collection
Real Estate Finance
Consumer Finance
Commercial Lending
Structured Finance
Legal
Finance
Risk Management
Compliance
Treasury
Credit Risk
Operations
Portfolio Management
Investment
Due Diligence
Data Protection
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Structured Finance
Business Development
General Counsel
Legal Director
Senior Legal Counsel
Transaction Manager
Portfolio Manager
Chief Financial Officer
Finance Director
Risk Manager
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