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Loan Purchase Agreement for Philippines

Loan Purchase Agreement Template for Philippines

A comprehensive legal agreement governed by Philippine law that facilitates the transfer of loan assets from one entity to another. This document outlines the terms and conditions of the loan purchase, including purchase price, representations and warranties, conditions precedent, and completion mechanics. It incorporates specific requirements under Philippine banking regulations, civil law, and financial sector compliance requirements, ensuring the valid transfer of loan rights and obligations while maintaining compliance with local regulatory frameworks.

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Loan Purchase Agreement

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What is a Loan Purchase Agreement?

The Loan Purchase Agreement is a critical document used in the Philippine financial sector when one entity wishes to acquire loan assets from another. This agreement is commonly used in various scenarios including portfolio sales, debt trading, bank restructuring, or strategic asset disposals. It must comply with Philippine banking regulations, the Civil Code, and other relevant financial laws. The document typically includes detailed provisions on loan transfer mechanics, representations about the loan quality, compliance with banking regulations, and data privacy requirements. It's particularly important in the Philippine context due to specific local requirements for loan assignments and the need to comply with Central Bank (Bangko Sentral ng Pilipinas) regulations.

What sections should be included in a Loan Purchase Agreement?

1. Parties: Identification of the seller and purchaser of the loan(s)

2. Background: Context of the transaction and description of the loan(s) being purchased

3. Definitions: Definitions of key terms used throughout the agreement

4. Sale and Purchase: Core transaction terms including purchase price and payment mechanics

5. Conditions Precedent: Conditions that must be satisfied before closing

6. Completion: Process and requirements for closing the transaction

7. Seller's Representations and Warranties: Warranties regarding the loan(s), seller's authority, and compliance with laws

8. Purchaser's Representations and Warranties: Warranties regarding purchaser's authority and ability to complete the transaction

9. Covenants: Ongoing obligations of both parties

10. Transfer Mechanics: Detailed process for transferring the loan(s) and related security

11. Indemnification: Indemnity provisions and liability allocation

12. Confidentiality: Provisions regarding confidential information and data privacy

13. Notices: Communication requirements and contact details

14. Governing Law and Jurisdiction: Choice of Philippine law and jurisdiction provisions

15. General Provisions: Standard boilerplate clauses including amendments, severability, etc.

What sections are optional to include in a Loan Purchase Agreement?

1. Security Assignment: Required when the loan(s) being purchased are secured by collateral

2. Regulatory Compliance: Specific section needed when the transaction requires regulatory approvals

3. Tax Provisions: Detailed tax provisions when complex tax implications exist

4. Service Transition: Required when loan servicing responsibilities are being transferred

5. Multiple Closings: Needed when the purchase will occur in multiple tranches

6. Currency Provisions: Required for cross-border transactions or multiple currency loans

7. Third Party Consents: When specific third-party approvals are required for the transfer

What schedules should be included in a Loan Purchase Agreement?

1. Schedule of Loans: Detailed list of loans being purchased with key information

2. Purchase Price Calculation: Methodology and calculations for determining the purchase price

3. Form of Transfer Documents: Templates for assignment notices and transfer documentation

4. Required Consents: List of required third-party and regulatory consents

5. Excluded Assets: List of assets or rights explicitly excluded from the purchase

6. Due Diligence Findings: Summary of key due diligence findings and any identified issues

7. Completion Checklist: List of documents and actions required for closing

8. Service Transfer Plan: Details of how loan servicing will be transferred (if applicable)

Authors

Alex Denne

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

Jurisdiction

Philippines

Publisher

Ƶ

Document Type

Loan Agreement

Sector

Banking

Cost

Free to use
Relevant legal definitions























































Clauses










































Relevant Industries

Banking

Financial Services

Investment Management

Insurance

Asset Management

Real Estate

Private Equity

Debt Collection

Corporate Finance

Financial Technology

Relevant Teams

Legal

Finance

Treasury

Risk Management

Compliance

Credit

Operations

Portfolio Management

Investment

Due Diligence

Corporate Development

Loan Operations

Transaction Management

regulatory Affairs

Relevant Roles

Chief Financial Officer

Treasury Manager

Portfolio Manager

Legal Counsel

Compliance Officer

Risk Manager

Credit Manager

Investment Director

Transaction Manager

Due Diligence Officer

Finance Director

Banking Operations Manager

Asset Manager

Loan Operations Manager

Corporate Lawyer

Financial Controller

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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