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Loan Purchase And Sale Agreement for Australia

Loan Purchase And Sale Agreement Template for Australia

This document is a comprehensive agreement governed by Australian law that facilitates the sale and transfer of loan portfolios between financial institutions or other eligible entities. It sets out the terms and conditions for the purchase and sale of loans, including representations and warranties, purchase price mechanisms, transfer procedures, and ongoing obligations of both parties. The agreement incorporates Australian regulatory requirements, including those under the National Consumer Credit Protection Act 2009 and the Personal Property Securities Act 2009, while addressing specific requirements for loan transfers in the Australian market context.

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What is a Loan Purchase And Sale Agreement?

The Loan Purchase And Sale Agreement is a crucial document used in the Australian financial services sector when one entity wishes to sell all or part of its loan portfolio to another entity. This type of agreement is commonly used in various scenarios, including bank portfolio optimizations, non-performing loan sales, securitization transactions, or strategic divestitures. The document must comply with Australian regulatory requirements, including the National Consumer Credit Protection Act 2009, the Personal Property Securities Act 2009, and relevant banking regulations. It typically includes detailed provisions regarding the identification of loans being sold, purchase price determination, representations and warranties, conditions precedent, transfer mechanics, and post-completion obligations. The agreement is designed to ensure a smooth transfer of loans while protecting both parties' interests and maintaining compliance with Australian legal and regulatory requirements.

What sections should be included in a Loan Purchase And Sale Agreement?

1. Parties: Identification of the seller and purchaser of the loans, including their legal names, registration details, and addresses

2. Background: Context of the transaction, including brief description of the loan portfolio and purpose of the agreement

3. Definitions and Interpretation: Comprehensive definitions of terms used throughout the agreement and rules of interpretation

4. Sale and Purchase: Core transaction terms including agreement to sell and purchase the loans

5. Purchase Price and Payment: Details of the purchase price, calculation methodology, and payment terms

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

7. Completion: Process and requirements for closing the transaction

8. Seller's Representations and Warranties: Warranties regarding the loans, seller's authority, and compliance with laws

9. Purchaser's Representations and Warranties: Warranties regarding purchaser's authority and capacity to complete the transaction

10. Transfer Mechanics: Procedures for transferring the loans and associated rights

11. Post-Completion Obligations: Ongoing obligations of parties after completion

12. Indemnities: Indemnification provisions for breaches and claims

13. Confidentiality: Provisions regarding confidential information and its treatment

14. Notices: Process for giving notices under the agreement

15. General Provisions: Standard boilerplate provisions including governing law, amendments, and severability

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

1. Interim Servicing: Required when the seller continues to service the loans for a transition period

2. Security Transfer: Needed when loans are secured and security interests need to be transferred

3. Due Diligence: Included when specific due diligence provisions need to be documented

4. Data Protection: Required when significant personal data is involved in the transaction

5. Regulatory Compliance: Included when specific regulatory requirements need detailed coverage

6. Third Party Consents: Required when third party approvals are needed for the transfer

7. Buy-Back Provisions: Included when the seller may be required to repurchase certain loans

8. Post-Sale Servicing: Needed when ongoing servicing arrangements are part of the transaction

What schedules should be included in a Loan Purchase And Sale Agreement?

1. Schedule 1 - Loan Schedule: Detailed list of loans being sold including key information for each loan

2. Schedule 2 - Eligibility Criteria: Criteria that each loan must meet to be included in the sale

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

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

5. Schedule 5 - Seller's Power of Attorney: Power of attorney provisions for post-completion actions

6. Schedule 6 - Purchase Price Calculation: Detailed methodology for calculating the purchase price

7. Appendix A - Due Diligence Findings: Summary of due diligence results and identified issues

8. Appendix B - Required Consents: List of required third-party consents and their status

Authors

Alex Denne

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

Jurisdiction

Australia

Publisher

tiktok˰

Sector

Cost

Free to use
Relevant legal definitions


























































Clauses
















































Relevant Industries

Banking

Financial Services

Investment Management

Asset Management

Consumer Finance

Commercial Lending

Mortgage Industry

Debt Trading

Fund Management

Private Equity

Relevant Teams

Legal

Finance

Treasury

Credit Risk

Compliance

Portfolio Management

Corporate Development

Loan Operations

Due Diligence

Transaction Management

Investment

Asset Management

Relevant Roles

Chief Financial Officer

Head of Legal

Treasury Manager

Portfolio Manager

Credit Risk Manager

Compliance Officer

Legal Counsel

Transaction Manager

Due Diligence Manager

Corporate Finance Director

Investment Manager

Loan Operations Manager

Senior Credit Analyst

Finance Director

Portfolio Strategist

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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