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Loan Purchase And Sale Agreement
"I need a Loan Purchase and Sale Agreement for a South African bank selling a portfolio of performing consumer loans to another local bank, with completion planned for March 2025 and including provisions for comprehensive data protection compliance."
1. Parties: Identification of the Seller and Purchaser, including registration details and addresses
2. Background: Context of the transaction, including description of the loan portfolio and purpose of the agreement
3. Definitions and Interpretation: Defined terms, interpretation rules, and construction principles
4. Sale and Purchase: Core transaction terms, including identification of loans being sold and purchased
5. Purchase Price: Amount, calculation method, and adjustments to the purchase price
6. Payment Terms: Timing and mechanics of payment, including any escrow arrangements
7. Conditions Precedent: Prerequisites that must be satisfied before completion
8. Completion: Process and requirements for closing the transaction
9. Transfer Mechanics: Procedures for transferring the loans and associated rights
10. Representations and Warranties: Statements of fact and assurances from both parties
11. Seller's Warranties: Specific warranties regarding the loan portfolio and seller's capacity
12. Purchaser's Warranties: Warranties regarding purchaser's capacity and regulatory status
13. Covenants: Ongoing obligations of the parties
14. Data Protection: POPIA compliance and data handling requirements
15. Indemnities: Protection against specific risks and losses
16. Confidentiality: Protection of confidential information and trade secrets
17. Notices: Communication procedures between parties
18. General Provisions: Standard boilerplate clauses including governing law, jurisdiction, etc.
1. Security Transfer: Required when loans are secured - procedures for transferring associated security interests
2. Servicing Arrangements: Include when the purchaser requires the seller to continue servicing the loans
3. Multiple Tranches: Required for phased purchases with multiple completion dates
4. True Sale Provisions: Enhanced provisions required for securitization transactions
5. Foreign Currency Provisions: Required when loans or purchase price involve foreign currency
6. Change of Control: Include when relevant to regulated entities or listed companies
7. Tax Provisions: Detailed tax provisions when specific tax structures are contemplated
8. Regulatory Compliance: Enhanced provisions for regulated entities or specific regulatory requirements
1. Schedule 1 - Loan Schedule: Detailed list of loans being purchased, including key terms and borrower details
2. Schedule 2 - Form of Transfer Documents: Templates for loan transfer documentation
3. Schedule 3 - Completion Requirements: Detailed checklist of completion deliverables
4. Schedule 4 - Seller's Warranties: Detailed warranties regarding the loan portfolio
5. Schedule 5 - Purchase Price Calculation: Detailed methodology for calculating the purchase price
6. Appendix A - Power of Attorney: Form of power of attorney for executing transfer documents
7. Appendix B - Notice to Borrowers: Template of notices to be sent to borrowers regarding the transfer
8. Appendix C - Data Fields: Specification of data fields to be transferred with the loan portfolio
Authors
Banking
Financial Services
Investment Management
Asset Management
Private Equity
Credit Services
Debt Collection
Financial Technology
Consumer Finance
Corporate Finance
Legal
Finance
Risk Management
Compliance
Credit
Treasury
Portfolio Management
Investment
Operations
Deal Advisory
Due Diligence
Transaction Services
Chief Financial Officer
Head of Legal
Portfolio Manager
Credit Risk Manager
Investment Director
Compliance Officer
Treasury Manager
Legal Counsel
Risk Officer
Transaction Manager
Portfolio Analyst
Chief Risk Officer
Head of Credit
Investment Banker
Debt Collection Manager
Financial Controller
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