Key documents required for a residential mortgage backed securities transaction
Produced in partnership with Victoria Morton of Paul Hastings

The following Banking & Finance practice note produced in partnership with Victoria Morton of Paul Hastings provides comprehensive and up to date legal information covering:

  • Key documents required for a residential mortgage backed securities transaction
  • Signing date
  • Offering document
  • Subscription agreement/note purchase agreement
  • Agreed upon procedures letter
  • Closing date
  • Trust deed
  • Deed of Charge
  • Paying agency agreement
  • Mortgage sale agreement
  • More...

Key documents required for a residential mortgage backed securities transaction

This Practice Note examines the documents which are required for a residential mortgage backed securities (RMBS) transaction from pricing to closing, including the key parties of each document and the main points to consider in each document.

The key documents are:

  1. offering document

  2. subscription agreement/note purchase agreement

  3. agreed upon procedures letter

  4. trust deed

  5. deed of charge

  6. paying agency agreement

  7. mortgage sale agreement

  8. mortgage administration agreement

  9. standby mortgage administration agreement

  10. cash management agreement

  11. liquidity facility agreement

  12. master definitions schedule

  13. corporate services agreement

  14. bank account agreement

  15. swap documents

  16. legal opinions

  17. risk retention memorandum

  18. Volcker memorandum

  19. risk retention letter, and

  20. reporting designation letter

Each of these will be considered in turn below.

Signing date

The following documents will be agreed and signed prior to the announcement and pricing of the RMBS transaction.

Offering document

Parties involved in the preparation:

  1. issuer

  2. arranger, and

  3. managers

Key points to consider

The offering document is the key regulatory disclosure and marketing document in connection with the issuance of the RMBS. Adequate disclosure needs to be given in this document as the issuer will give a representation in the subscription agreement (see below) that the offering document contains all material information with respect to the issuer and the notes and that all statements are true and accurate and are not misleading. The noteholders will rely on the disclosure contained in the

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