Loan Purchase Agreement Template for Ireland

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Key Requirements PROMPT example:

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."

Document background
The Loan Purchase Agreement is a crucial document used in the Irish financial services sector for transferring loan portfolios between entities. It is commonly used in situations involving portfolio sales, debt trading, securitization transactions, or strategic divestments of loan assets. The agreement must comply with Irish financial services regulations, consumer protection laws, and data protection requirements. It typically includes detailed provisions regarding the loans being transferred, purchase price mechanisms, representations about the loan portfolio, transfer mechanics, and ongoing obligations of both parties. The document is particularly important in the Irish market where loan portfolio trades are common and require careful consideration of local regulatory requirements and market practices.
Suggested Sections

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.

Optional Sections

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

Suggested Schedules

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

Alex Denne

Head of Growth (Open Source Law) @ Genie AI | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

Relevant legal definitions
Clauses
Relevant Industries

Financial Services

Banking

Investment Management

Private Equity

Asset Management

Real Estate

Insurance

Corporate Finance

Debt Collection

Credit Services

Relevant Teams

Legal

Finance

Risk Management

Compliance

Treasury

Credit Risk

Portfolio Management

Operations

Due Diligence

Commercial

Debt Collection

Investment

Asset Management

Regulatory Affairs

Relevant Roles

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

Industries
Teams

Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks,  Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination,  Severance Pay, Governing Law, Entire Agreemen

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