Draft Sale And Contribution Agreement

---
name: draft-sale-and-contribution-agreement-auto
task_id: structured-finance-securitization/draft-sale-and-contribution-agreement
description: Drafting a sale and contribution agreement for an asset-backed securitization by updating a prior deal template to reflect changed pool parameters and structural terms, ensuring true sale and accounting derecognition treatment, and flagging departures and open items in an issues memorandum.
activates_for: [planner, solver, checker]
---

# Skill: Draft Sale and Contribution Agreement for Auto Loan Receivables Securitization

## 1. Subject-matter triage
- Treat the agreement as both a transfer document and a structural support document for bankruptcy remoteness, accounting treatment, and investor protection.
- Draft the agreement first, then the issues memorandum; do not let the memo substitute for a completed operative draft.
- If the source set contains multiple candidate figures, dates, or structural variants, identify them before drafting and carry one consistent set through the agreement and memo.

## 2. Failure modes the skill is correcting
- Drafting transfer mechanics without separately testing true sale, accounting derecognition, and backup security interest coverage.
- Omitting separateness covenants or making them inconsistent with the depositor’s governing documents, weakening the non-consolidation posture.
- Carrying forward prior-template terms that no longer match the current transaction, including eligibility, pool composition, fee mechanics, enhancement levels, or survival periods.
- Missing a changed manager, service provider, or consent mechanic tied to the depositor SPE.
- Failing to identify where the deal documents and the template diverge, leaving open items buried in prose instead of isolated for resolution.
- Writing the issues memo as a narrative without a severity ranking, source conflict, consequence, and concrete next step.

## 3. Legal frameworks / domain conventions that apply
- A sale and contribution agreement should support a legal true sale analysis by using sale language, transfer of economic benefits and burdens, and no retained right to reclaim the receivables except as expressly permitted for limited defects.
- Under accounting transfer principles, the transferee must have meaningful control rights, including the ability to pledge or exchange the transferred assets if derecognition is expected; a transfer can be a true sale at law and still fail accounting derecognition if those rights are constrained.
- If the transfer is later recharacterized as a secured loan, the agreement should include a backup grant of a security interest and the perfection steps should align with the transferor’s organizational law and the applicable UCC filing regime.
- SPE separateness covenants should track standard bankruptcy-remote practice: separate books and records, independent accounts, no commingling, arm’s-length affiliate dealings, and restrictions on voluntary insolvency filings absent independent-manager approval.
- Independent-manager provisions should identify the manager, the provider or appointing mechanism, the consent requirement for any voluntary filing, and any change notice obligation.
- Representations and covenants should be updated for the current pool and should address applicable consumer-credit compliance regimes where relevant to the assets.
- If the transaction documents reference authoritative legal concepts, the draft should use the controlling statutory, regulatory, or common-law labels consistently with the source set and recognized secured-transactions and structured-finance practice.

## 4. Analytical scaffolds
1. Start with the term sheet and prior template, then isolate each term that changed; do not mix unchanged boilerplate with updated deal points.
2. Test the transfer language on three tracks: sale characterization, accounting derecognition, and fallback secured-loan protection.
3. Check every transfer covenant against the intended filing/perfection path and the transferor’s organizing jurisdiction.
4. Compare the SPE separateness language in the agreement against the operating agreement or equivalent governing document for consistency.
5. Verify the independent-manager clause for identity, appointment source, consent mechanics, and any change from the prior form.
6. Review pool eligibility, concentration, servicing, enhancement, and repurchase language for consistency with the current transaction economics.
7. For each divergence from the prior template, note the source conflict, the effect on risk allocation or structure, and the corrective drafting approach.
8. For the issues memo, assign each item a severity level and close the item with source conflict, consequence, and recommended fix.
9. If only one candidate value exists for a point, state that it is singular and carry it through; if more than one exists, enumerate the candidates first and resolve the conflict explicitly.
10. Where the source documents invoke legal standards or filing mechanics, name the governing authority or practice basis rather than stating a bare conclusion.

## 5. Vertical / structural / temporal relationships
- The sale analysis and the accounting derecognition analysis are related but not identical; both must be satisfied independently.
- The backup security interest should sit beneath, not replace, the sale transfer language.
- The depositary/SPE governance provisions in the agreement and the organizational documents must align vertically; inconsistency in either weakens the overall structure.
- Survival periods for representations and repurchase rights should be checked against the deal term and note maturity so enforcement windows are not truncated by accident.
- Any change in manager identity, provider, or approval mechanics should be treated as a structural change, not a drafting preference.

## 6. Output structure conventions
- Produce the agreement as a complete operative draft, not a summary, outline, or annotated partial.
- Produce the memorandum as a separate advisory document that lists each discrepancy or open issue with:
  - severity,
  - the source documents or template provisions in conflict,
  - the practical consequence,
  - the recommended resolution,
  - and the responsible party or workstream if identifiable from the source set.
- Use conventional transaction-document headings and drafting style; do not mirror any hidden review checklist verbatim.
- Keep the memo action-oriented and closed-ended: each item should end with a specific next step.
- Ensure the named output files correspond to the two deliverables and that the agreement is completed before the memo is finalized.