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Loan Sale Agreement
"I need a Loan Sale Agreement to transfer a portfolio of performing commercial real estate loans valued at £50M from our bank to a private equity purchaser, with completion targeted for March 2025 and including ongoing servicing arrangements."
1. Parties: Identification and details of the seller and purchaser of the loans
2. Background: Context of the transaction and brief description of the loan portfolio
3. Definitions: Key terms used throughout the agreement
4. Sale and Purchase: Core terms of the sale including price and payment mechanisms
5. Completion: Timing and mechanics of the transfer
6. Representations and Warranties: Seller's warranties regarding the loans and both parties' general warranties
7. Seller Undertakings: Ongoing obligations of the seller
8. Confidentiality: Protection of confidential information
9. Governing Law and Jurisdiction: Choice of law and dispute resolution provisions
1. Transfer of Security: Required for secured loans to transfer associated security interests - use when the loan portfolio includes secured loans
2. Data Protection: Specific provisions for handling personal data - use when personal data is being transferred
3. Servicing Arrangements: Provisions for ongoing servicing of the loans - use when servicing is being transferred or retained
4. Employee Transfer: TUPE-related provisions - use when staff transfers are involved
1. Schedule 1 - Loan Portfolio: Detailed list of loans being sold including key information
2. Schedule 2 - Loan Documents: List of documentation relating to each loan
3. Schedule 3 - Warranties: Detailed warranties relating to the loans
4. Schedule 4 - Completion Requirements: Detailed completion checklist and requirements
5. Schedule 5 - Form of Transfer Documents: Pro forma transfer documentation
6. Schedule 6 - Notice to Borrowers: Form of notice to inform borrowers of the transfer
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