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Loan Sale Agreement for Philippines

Loan Sale Agreement Template for Philippines

A comprehensive legal agreement governed by Philippine law that facilitates the transfer of loan assets from one party (the seller) to another (the purchaser). The document details the terms and conditions of the sale, including the purchase price, representations and warranties, conditions precedent, and completion mechanics. It ensures compliance with Philippine banking regulations, financial laws, and data privacy requirements while protecting both parties' interests in the transaction. The agreement typically includes provisions for the transfer of associated security interests, servicing arrangements, and ongoing obligations of both parties.

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What is a Loan Sale Agreement?

The Loan Sale Agreement is a crucial document used in the Philippine financial sector when one entity wishes to transfer loan assets to another. This type of agreement is commonly utilized in scenarios such as bank portfolio optimization, non-performing loan disposal, strategic asset sales, or business restructuring. The document must comply with Philippine banking regulations, the Civil Code, and relevant financial laws while addressing key aspects such as asset transfer mechanics, pricing, representations, and warranties. It's particularly important in the current financial landscape where institutions actively manage their loan portfolios and risk exposure. The agreement needs to account for local regulatory requirements, including those from the Bangko Sentral ng Pilipinas (BSP) and other relevant authorities.

What sections should be included in a Loan Sale Agreement?

1. Parties: Identifies and provides details of the seller and purchaser of the loan(s)

2. Background: Sets out the context of the transaction, including the existence of the loan(s) to be sold and the parties' intention to enter into the sale

3. Definitions: Defines key terms used throughout the agreement

4. Sale and Purchase: Details the core transaction, including the loans being sold and purchase price

5. Consideration: Specifies the purchase price, payment terms, and any adjustments

6. Conditions Precedent: Lists conditions that must be satisfied before completion of the sale

7. Completion: Details the completion process, timing, and deliverables

8. Representations and Warranties: Sets out the seller's and purchaser's representations regarding their capacity and the loan assets

9. Seller's Undertakings: Details ongoing obligations of the seller post-completion

10. Purchaser's Undertakings: Specifies obligations of the purchaser

11. Confidentiality: Governs the treatment of confidential information and compliance with privacy laws

12. Tax: Addresses tax implications and responsibilities

13. Notices: Specifies how formal communications between parties should be made

14. Governing Law and Jurisdiction: Establishes Philippine law as governing law and jurisdiction for disputes

15. Boilerplate Provisions: Standard contract provisions including severability, entire agreement, amendments, etc.

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

1. Security Assignment: Required when the loans being sold are secured by collateral that needs to be transferred

2. Third Party Consents: Needed when the transfer requires consent from other parties (e.g., borrowers, guarantors)

3. Servicing Arrangements: Include when the seller will continue to service the loans post-sale

4. Buy-Back Provisions: Optional provisions allowing the seller to repurchase loans under specific circumstances

5. Regulatory Compliance: Detailed section needed for regulated entities or when specific regulatory requirements apply

6. Data Protection: Extended provisions needed when significant personal data is involved in the transfer

7. Foreign Exchange Provisions: Required when the loan sale involves foreign currency considerations

8. Transition Services: Needed when the seller will provide temporary support services to the purchaser

What schedules should be included in a Loan Sale Agreement?

1. Schedule of Loans: Detailed list of all loans being sold, including key information about each loan

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

3. Form of Transfer Documents: Templates for documents required to effect the transfer

4. Completion Checklist: List of all documents and actions required for completion

5. Seller's Power of Attorney: Form of power of attorney for post-completion actions

6. Data Fields: Specification of loan data to be transferred

7. Required Consents: List of required third-party consents and their status

8. Excluded Assets: List of any assets or rights explicitly excluded from the sale

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

Asset Management

Debt Collection

Private Equity

Credit Management

Commercial Lending

Real Estate Finance

Corporate Finance

Relevant Teams

Legal

Finance

Risk Management

Compliance

Credit Administration

Treasury

Operations

Portfolio Management

Corporate Development

Due Diligence

Transaction Management

Asset Management

Relevant Roles

Chief Financial Officer

Head of Legal

Credit Risk Manager

Portfolio Manager

Investment Director

Legal Counsel

Compliance Officer

Transaction Manager

Asset Manager

Treasury Manager

Due Diligence Officer

Financial Controller

Banking Operations Manager

Loan Administration Manager

Risk Assessment Officer

Corporate Finance Director

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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