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Loan Purchase Agreement
"I need a Loan Purchase Agreement governed by Irish law for the transfer of a €50M commercial real estate loan portfolio, with the seller continuing to act as servicer post-completion and completion scheduled for March 2025."
1. Parties: Identification of the Seller and Purchaser, including company details and registration numbers
2. Background: Context of the transaction, brief description of the loan portfolio, and purpose of the agreement
3. Definitions and Interpretation: Definitions of key terms and interpretation rules for the agreement
4. Sale and Purchase: Core transaction terms including what is being sold and purchased, effective date, and completion mechanics
5. Purchase Price and Payment: Details of the purchase price, calculation methodology, adjustments, and payment terms
6. Conditions Precedent: Conditions that must be satisfied before completion of the purchase
7. Completion: Mechanics and requirements for completing the transfer, including timing and delivery requirements
8. Representations and Warranties: Seller's representations about the loan portfolio and both parties' general representations
9. Undertakings: Ongoing obligations of both parties pre and post completion
10. Further Assurance: Obligations to take additional actions needed to effect the transfer
11. Confidentiality: Provisions regarding confidential information and its protection
12. Data Protection: Compliance with GDPR and data protection requirements
13. Notices: Process and requirements for formal communications between parties
14. Assignment and Transfer: Rights and restrictions regarding assignment of the agreement
15. Governing Law and Jurisdiction: Irish law as governing law and jurisdiction provisions
16. General Provisions: Standard boilerplate provisions including severability, entire agreement, etc.
1. Security Transfer: Required when loans are secured - provisions for transfer of security interests and perfection requirements
2. Servicing Arrangements: Include when the seller will continue to service the loans or when transitional servicing is needed
3. Multiple Drawdown Dates: Required for portfolio purchases occurring in phases or with deferred completions
4. True Sale Provisions: Enhanced provisions required when true sale opinion is needed for accounting or regulatory purposes
5. Consumer Protection: Additional provisions required when portfolio includes consumer loans
6. Break Fees: Include when there are break costs or prepayment penalties that need to be addressed
7. Tax Provisions: Enhanced tax provisions when specific tax structuring is required
8. Regulatory Compliance: Specific provisions when regulated loans or entities are involved
1. Schedule 1 - The Loans: Detailed list and information about each loan being purchased
2. Schedule 2 - Seller's Power of Attorney: Form of power of attorney for post-completion actions
3. Schedule 3 - Transfer Documents: Forms of transfer documents required for the loan transfer
4. Schedule 4 - Warranties: Detailed warranties regarding the loan portfolio
5. Schedule 5 - Completion Requirements: Detailed list of completion deliverables and requirements
6. Schedule 6 - Notice to Borrowers: Form of notice to be sent to borrowers regarding the transfer
7. Schedule 7 - Security Documents: List and copies of security documents being transferred
8. Appendix 1 - Calculation of Purchase Price: Detailed methodology for calculating the purchase price
9. Appendix 2 - Cut-off Date Account Statement: Form of statement showing loan balances at cut-off date
Authors
Assigned Rights
Borrower
Business Day
Completion
Completion Date
Conditions Precedent
Cut-off Date
Data Protection Laws
Default Interest
Encumbrance
Enforcement Action
Facility Agreement
Finance Documents
Financial Indebtedness
GDPR
Guaranteed Obligations
Guarantor
Insolvency Event
Interest Period
Law
Loan
Loan Agreement
Loan Documents
Loan Portfolio
Material Adverse Effect
Notice of Assignment
Outstanding Principal
Payment Date
Permitted Encumbrance
Portfolio Cut-off Date
Purchase Price
Purchased Assets
Purchaser
Regulatory Authority
Related Rights
Relevant Jurisdiction
Security
Security Documents
Security Interest
Seller
Servicer
Servicing Agreement
Transaction Documents
Transfer
Transfer Date
Transfer Documents
Warranties
Working Day
Definitions
Sale and Purchase
Purchase Price
Payment Terms
Conditions Precedent
Completion
Transfer Mechanics
Representations and Warranties
Seller Warranties
Purchaser Warranties
Title Warranties
Indemnification
Further Assurance
Security Transfer
Assignment
Data Protection
Confidentiality
Regulatory Compliance
Consumer Protection
Anti-Money Laundering
Servicing Arrangements
Notice Requirements
Set-off Rights
Tax
Costs and Expenses
Interest
Force Majeure
Severability
Amendment
Waiver
Entire Agreement
Counterparts
Third Party Rights
Governing Law
Jurisdiction
Dispute Resolution
Notices
Survival
Termination
Financial Services
Banking
Investment Management
Private Equity
Asset Management
Real Estate
Insurance
Corporate Finance
Debt Collection
Credit Services
Legal
Finance
Risk Management
Compliance
Treasury
Credit Risk
Portfolio Management
Operations
Due Diligence
Commercial
Debt Collection
Investment
Asset Management
Regulatory Affairs
Legal Counsel
Finance Director
Chief Financial Officer
Risk Manager
Compliance Officer
Portfolio Manager
Treasury Manager
Credit Risk Officer
Transaction Manager
Due Diligence Manager
Debt Collection Manager
Commercial Director
Investment Manager
Asset Manager
Operations Director
Head of Lending
Chief Risk Officer
Head of Portfolio Management
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