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Loan Sale Agreement Template for England and Wales

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Key Requirements PROMPT example:

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."

Document background
A Loan Sale Agreement is utilized when financial institutions wish to transfer loan portfolios, whether for regulatory compliance, balance sheet management, or strategic purposes. This document, governed by English and Welsh law, establishes the terms and conditions for transferring loans and related security interests from the seller to the purchaser. It includes detailed provisions on asset identification, pricing mechanisms, representations and warranties, and post-completion obligations. The agreement must address regulatory requirements, including FCA regulations, data protection laws, and consumer protection provisions where relevant.
Suggested Sections

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

Optional Sections

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

Suggested Schedules

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

Authors

Alex Denne

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

Relevant legal definitions






































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Relevant Industries
Relevant Teams
Relevant Roles
Industries

Financial Services and Markets Act 2000 (FSMA): Primary legislation establishing regulatory framework for financial services, including requirements for authorized persons and consumer protection provisions

Consumer Credit Act 1974 (CCA): Governs consumer credit agreements, including statutory requirements and consumer protection provisions. Essential if the loan portfolio includes consumer credit agreements

Data Protection Act 2018 and UK GDPR: Regulates the transfer of personal data, data protection obligations, and privacy requirements in loan sale transactions

Law of Property Act 1925: Critical legislation for secured loans involving real property and the transfer of security interests

Financial Services (Banking Reform) Act 2013: Contains relevant banking regulations and provisions regarding the transfer of banking business

FCA Handbook: Regulatory guidelines including MCOB (Mortgages and Home Finance), CONC (Consumer Credit), and regulations on transfer of regulated activities

PRA Requirements: Prudential Regulation Authority requirements covering capital adequacy and risk management in loan sales

Contract Law Principles: Fundamental principles governing formation, assignment, and novation of contracts under English law

Unfair Contract Terms Act 1977: Legislation governing fairness of contract terms and consumer protection provisions

Consumer Rights Act 2015: Relevant for consumer loans, containing provisions on unfair terms and consumer protection

Financial Collateral Arrangements (No 2) Regulations 2003: Regulations specifically applicable to secured loans and financial collateral arrangements

Transfer of Undertakings (Protection of Employment) Regulations 2006: Relevant if the loan sale involves transfer of employees or staff-related matters

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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