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Loan Purchase Agreement
1. Parties: Identification of the seller and purchaser of the loans
2. Background: Context of the transaction and brief description of the loan portfolio being transferred
3. Definitions and Interpretation: Definitions of key terms used throughout the agreement and interpretation rules
4. Sale and Purchase: Core transaction terms including purchase price, payment mechanisms, and completion requirements
5. Conditions Precedent: Conditions that must be satisfied before the transfer becomes effective
6. Completion: Mechanics and timing of the transfer, including actions required at completion
7. Purchase Price and Payment: Detailed provisions regarding the calculation and payment of the purchase price
8. Representations and Warranties: Statements of fact and assurances from both parties, particularly regarding the loan portfolio
9. Seller's Undertakings: Ongoing obligations of the seller regarding the loans and transfer process
10. Purchaser's Undertakings: Ongoing obligations of the purchaser regarding the loans and transfer process
11. Further Assurance: Obligations to take additional actions necessary to effect the transfer
12. Data Protection: Compliance with GDPR and Danish data protection requirements
13. Confidentiality: Provisions regarding confidential information and its protection
14. Notices: Process for formal communications between parties
15. Assignment: Restrictions on transfer of rights under the agreement
16. Governing Law and Jurisdiction: Confirmation of Danish law as governing law and jurisdiction for disputes
1. Security Interest Transfer: Required when the loans being purchased are secured loans, detailing the transfer of associated security interests
2. Servicing Arrangements: Needed when the seller will continue to service the loans post-transfer
3. True Sale Provisions: Required for transactions where ensuring true sale treatment is critical
4. Consumer Protection: Required when the loan portfolio includes consumer loans
5. Anti-Money Laundering: Detailed AML provisions required for high-risk transactions or when specifically required by regulators
6. Tax Provisions: Detailed tax provisions required when there are specific tax implications to be addressed
7. Regulatory Compliance: Additional regulatory provisions required for regulated entities or specific loan types
1. Schedule 1 - The Loan Portfolio: Detailed list and characteristics of loans being purchased
2. Schedule 2 - Loan Documents: List of all documentation relating to each loan being transferred
3. Schedule 3 - Form of Transfer Notice: Template for formal notice of transfer to be used for each loan
4. Schedule 4 - Completion Requirements: Detailed checklist of all documents and actions required at completion
5. Schedule 5 - Seller's Power of Attorney: Form of power of attorney for seller to execute necessary transfer documents
6. Schedule 6 - Purchase Price Calculation: Detailed methodology for calculating the purchase price
7. Schedule 7 - Warranties: Detailed warranties regarding the loan portfolio and related security
8. Appendix A - Data Processing Agreement: Required GDPR compliant data processing agreement
9. Appendix B - Security Transfer Forms: Templates for transfer of security interests
Authors
Agreed Form
Applicable Law
Business Day
Completion
Completion Date
Conditions Precedent
Confidential Information
Cut-off Date
Data Protection Laws
Defaulted Loan
Encumbrance
GDPR
Gross Purchase Price
Loan
Loan Agreement
Loan Documents
Loan Portfolio
Material Adverse Effect
Net Purchase Price
Notice of Transfer
Outstanding Principal Balance
Personal Data
Purchase Price
Purchase Price Adjustment
Purchaser's Account
Relevant Authority
Security Interest
Security Documents
Seller's Account
Seller's Records
Servicing Agreement
Transaction Documents
Transfer Date
True Sale
Warranties
Working Day
Definitions
Sale and Purchase
Purchase Price
Payment Terms
Conditions Precedent
Completion
Transfer Mechanics
Representations and Warranties
Seller Undertakings
Purchaser Undertakings
Security Interest Transfer
Further Assurance
True Sale
Regulatory Compliance
Data Protection
Confidentiality
Anti-Money Laundering
Consumer Protection
Tax
Indemnification
Force Majeure
Assignment
Notices
Amendment
Severability
Entire Agreement
Governing Law
Jurisdiction
Counterparts
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