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Loan Purchase Agreement
"I need a German law Loan Purchase Agreement for the acquisition of a portfolio of performing commercial real estate loans by our investment fund from Deutsche Bank, with completion expected by March 2025. The agreement should include provisions for servicing transfer and detailed data protection compliance requirements."
1. Parties: Identification of the seller(s) and purchaser(s), including registration details as required under German law
2. Background: Context of the transaction, description of the loan portfolio, and purpose of the agreement
3. Definitions and Interpretation: Definitions of key terms and interpretation rules, including German law-specific concepts
4. Sale and Purchase: Core terms of the purchase, including purchase price, payment mechanisms, and closing conditions
5. Assignment and Transfer: Provisions for the legal transfer of the loans under German law, including requirements under §§ 398-413 BGB
6. Purchase Price and Payment: Detailed provisions on purchase price calculation, adjustments, and payment terms
7. Closing: Conditions precedent, closing mechanics, and delivery requirements
8. Representations and Warranties: Seller and purchaser representations, including specific German law compliance warranties
9. Covenants: Pre- and post-closing obligations of the parties
10. Data Protection: GDPR and BDSG compliance requirements for handling borrower data
11. Regulatory Compliance: Compliance with German banking and financial services regulations
12. Confidentiality: Confidentiality obligations and permitted disclosures
13. Indemnification: Indemnification provisions and liability limitations
14. Governing Law and Jurisdiction: German law as governing law and jurisdiction provisions
1. Servicing Arrangements: Required if the servicing of the loans is being transferred or if new servicing arrangements are being established
2. Security Transfer: Required for secured loans, addressing the transfer of related security interests
3. Consumer Protection Provisions: Required if the portfolio includes consumer loans, addressing German Consumer Credit Act requirements
4. Third Party Consents: Required if any third-party consents are needed for the transfer
5. Tax Provisions: Detailed tax provisions if specific tax structures or considerations apply
6. Multiple Seller Provisions: Required if there are multiple sellers, addressing several liability and coordination
7. Borrower Notification: Specific provisions for notifying borrowers of the transfer, if not covered in main sections
1. Loan Portfolio Schedule: Detailed list and characteristics of the loans being purchased
2. Eligibility Criteria: Criteria that the loans must meet for inclusion in the purchase
3. Form of Transfer Documents: Templates for assignment and transfer documentation required under German law
4. Purchase Price Calculation: Detailed methodology for calculating the purchase price
5. Required Consents: List of required third-party consents and status
6. Form of Notices: Templates for borrower notifications and other required notices
7. Seller's Power of Attorney: Form of power of attorney for post-closing actions
8. Data Protection Requirements: Specific data protection and processing requirements under GDPR and BDSG
9. Closing Checklist: List of required closing deliverables and actions
Authors
Agreed Form
Ancillary Rights
Assigned Rights
Banking Day
Borrower
Business Day
Closing
Closing Date
Completion
Cut-off Date
Data Protection Laws
Data Room
Default Interest
Defaulted Loan
Delegate
Disclosed
Disclosure Letter
Effective Date
Eligible Loan
Encumbrance
Enforcement Action
Excluded Assets
Facility Agreement
Finance Documents
Financial Records
Guarantor
Included Liabilities
Interest Period
KWG
Loan Documentation
Loan Files
Loan Portfolio
Loss
Material Adverse Effect
Non-Performing Loan
Notice of Assignment
Outstanding Principal Balance
Performing Loan
Permitted Encumbrance
Personal Data
Portfolio Cut-off Date
Purchase Price
Purchase Price Adjustment
Related Rights
Related Security
Relevant Period
Required Consents
Security
Security Agent
Security Interest
Servicing Agreement
Transaction Documents
Transfer Date
Transfer Documents
Underlying Documentation
Warranties
Assignment
Purchase Price
Payment Terms
Conditions Precedent
Conditions Subsequent
Completion
Transfer of Rights
Representations and Warranties
Covenants
Regulatory Compliance
Data Protection
Banking Secrecy
Confidentiality
Security Transfer
Servicing
Further Assurance
Tax
Costs and Expenses
Interest
Notices
Anti-Money Laundering
Information Rights
Due Diligence
Borrower Notification
Indemnification
Liability
Force Majeure
Assignment and Transfer
Amendment
Severability
Entire Agreement
Counterparts
Governing Law
Jurisdiction
Dispute Resolution
Banking
Financial Services
Investment Management
Private Equity
Asset Management
Debt Collection
Credit Services
Special Situations
Distressed Debt
Real Estate Finance
Consumer Finance
Commercial Lending
Legal
Finance
Risk Management
Compliance
Investment
Portfolio Management
Credit Risk
Operations
Data Protection
Treasury
Debt Collection
Special Situations
Workout
Transaction Management
Legal Counsel
Transaction Manager
Portfolio Manager
Credit Risk Manager
Debt Purchase Manager
Investment Director
Chief Investment Officer
Senior Loan Officer
Compliance Officer
Data Protection Officer
Chief Financial Officer
Portfolio Analyst
Workout Manager
Debt Collection Manager
Banking Lawyer
Finance Director
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