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Debt Purchase Agreement
"I need a Debt Purchase Agreement for acquiring a portfolio of commercial real estate loans valued at $50M from a Canadian bank, with completion planned for March 2025 and including specific provisions for existing security interests and PPSA compliance."
1. Parties: Identification of the Seller (current debt holder) and Purchaser of the debt
2. Background: Context of the debt sale, including origin of the debt and current status
3. Definitions: Key terms used throughout the agreement including 'Purchased Debts', 'Cut-off Date', 'Completion Date', etc.
4. Sale and Purchase: Core transaction terms including the agreement to sell and purchase the debt
5. Purchase Price: Details of the purchase price and payment mechanisms
6. Completion: Process and requirements for completing the transfer of the debt
7. Seller's Representations and Warranties: Warranties regarding the debt, authority to sell, and accuracy of information
8. Purchaser's Representations and Warranties: Warranties regarding authority to purchase and regulatory compliance
9. Pre-Completion Obligations: Obligations of both parties before the completion date
10. Post-Completion Obligations: Ongoing obligations after the debt transfer
11. Confidentiality: Provisions regarding confidential information and data protection
12. Notices: Process for formal communications between parties
13. General Provisions: Standard boilerplate clauses including governing law, assignment, and amendments
1. Security Interest Transfer: Required when the debt is secured by collateral or other security interests
2. Regulatory Compliance: Additional section needed when dealing with regulated financial institutions
3. Consumer Protection Provisions: Required when the debt portfolio includes consumer debts
4. Servicing Arrangements: Needed when the purchaser requires the seller to continue servicing the debt
5. True Sale Provisions: Required in cases where bankruptcy remoteness is important
6. Foreign Currency Provisions: Needed when the debt is denominated in multiple currencies
7. Data Protection: Extended provisions required when dealing with significant personal data
8. Interim Servicing: Required when there's a transition period for servicing arrangements
1. Schedule of Purchased Debts: Detailed list of all debts being purchased including relevant details
2. Form of Transfer Notice: Template for notifying debtors of the transfer
3. Excluded Debts: List of specifically excluded debts from the purchase
4. Due Diligence Results: Summary of due diligence findings and any identified issues
5. Required Consents: List of third-party consents required for the transfer
6. Security Interest Details: Details of any security interests associated with the debt
7. Pricing Schedule: Detailed breakdown of the purchase price calculation
8. Form of Assignment: Template documents for formal assignment of the debt
Authors
Associated Rights
Business Day
Completion
Completion Date
Cut-off Date
Data Protection Laws
Default Interest
Encumbrance
Excluded Debts
Financial Records
Loan Documentation
Material Adverse Effect
Outstanding Balance
Purchase Price
Purchased Debts
Relevant Documents
Security
Security Interest
Servicing Rights
Transaction Documents
Transfer Date
Transfer Notice
Transferred Rights
Warranties
Purchase Price
Payment Terms
Completion
Conditions Precedent
Representations and Warranties
Pre-Completion Obligations
Post-Completion Obligations
Security Transfer
Assignment
Data Protection
Confidentiality
Regulatory Compliance
Consumer Protection
Interest
Servicing Arrangements
Due Diligence
Further Assurance
Set-Off Rights
Notices
Costs and Expenses
Amendments
Severability
Force Majeure
Entire Agreement
Governing Law
Dispute Resolution
Indemnification
Termination
Banking
Financial Services
Debt Collection
Asset Management
Private Equity
Investment Banking
Credit Services
Loan Servicing
Distressed Debt
Commercial Lending
Legal
Finance
Treasury
Risk Management
Compliance
Credit
Operations
Portfolio Management
Due Diligence
Business Development
Investment
Debt Collection
Chief Financial Officer
Treasury Manager
Legal Counsel
Compliance Officer
Risk Manager
Portfolio Manager
Debt Collection Manager
Credit Risk Officer
Investment Manager
Transaction Manager
Finance Director
Corporate Lawyer
Business Development Manager
Operations Manager
Due Diligence Officer
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