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Loan Sale Agreement for the Netherlands

Loan Sale Agreement Template for Netherlands

A comprehensive legal agreement governed by Dutch law that documents the sale and transfer of a loan portfolio from one entity to another. The agreement sets out the terms and conditions of the sale, including the purchase price mechanism, representations and warranties, conditions precedent, and completion mechanics. It incorporates Dutch legal requirements for the valid transfer of receivables and complies with relevant financial regulations, including the Financial Supervision Act (Wft) and, where applicable, consumer protection laws. The document addresses data protection requirements under GDPR and includes provisions for the transfer of associated security interests and ancillary rights.

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Loan Sale Agreement

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What is a Loan Sale Agreement?

The Loan Sale Agreement is a crucial document used in the Dutch financial markets for transferring loan portfolios between entities. It is commonly used in various scenarios including bank deleveraging, non-performing loan sales, portfolio optimization, and structured finance transactions. The agreement must comply with Dutch civil law requirements, particularly the provisions of the Dutch Civil Code (Burgerlijk Wetboek) regarding the assignment of receivables. The document typically includes detailed provisions on the transfer mechanics, purchase price calculations, representations about the loan portfolio, and various regulatory compliance matters. It is essential for transactions involving Dutch loans and must address specific local law requirements, including formalities for valid assignment, security transfer, and data protection compliance.

What sections should be included in a Loan Sale Agreement?

1. Parties: Identification of the Seller and Purchaser, including their legal details and registration information

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

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

4. Sale and Purchase: Core provisions regarding the sale and transfer of the loans, including the commitment to sell and purchase

5. Purchase Price and Payment: Details of the purchase price calculation, payment mechanics, and any adjustments

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

7. Completion: Mechanics and requirements for closing the transaction, including timing and delivery requirements

8. Representations and Warranties: Seller's and Purchaser's representations and warranties regarding the loans and their capacity

9. Undertakings: Ongoing obligations of the parties before and after completion

10. Tax and Expenses: Allocation of tax liabilities and transaction expenses

11. Data Protection: Provisions regarding handling of borrower personal data and compliance with GDPR

12. Notices: Process and requirements for formal communications between parties

13. Assignment and Transfer: Restrictions and conditions for assigning rights under the agreement

14. Governing Law and Jurisdiction: Specification of Dutch law as governing law and jurisdiction for disputes

15. Miscellaneous: Standard boilerplate provisions including severability, entire agreement, and amendments

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

1. Security Transfer: Required when the loans are secured and security interests need to be transferred

2. Servicing Arrangements: Needed when there are interim or ongoing servicing arrangements for the loan portfolio

3. True Sale Provisions: Important for transactions where true sale opinions are required or bankruptcy remoteness is crucial

4. Consumer Protection: Required when the loan portfolio includes consumer loans

5. Regulatory Compliance: Specific section needed when the transaction falls under particular regulatory frameworks

6. Third Party Rights: Required when there are material third party rights affecting the loans

7. Back-up Servicing: Needed when contingency servicing arrangements are required

8. Interim Period: Required when there is a significant gap between signing and completion

What schedules should be included in a Loan Sale Agreement?

1. Schedule 1 - Loan Portfolio: Detailed list and characteristics of the loans being sold

2. Schedule 2 - Completion Requirements: Detailed list of documents and actions required for completion

3. Schedule 3 - Seller's Power of Attorney: Form of power of attorney for post-completion actions

4. Schedule 4 - Form of Transfer Deed: Template deed for the legal transfer of the loans

5. Schedule 5 - Warranties: Detailed loan-level and portfolio-level warranties

6. Schedule 6 - Notice to Borrowers: Form of notification to borrowers regarding the transfer

7. Schedule 7 - Data Tape: Agreed form of the loan data tape and specifications

8. Schedule 8 - Purchase Price Calculation: Detailed methodology for calculating the purchase price

9. Appendix A - Eligibility Criteria: Criteria determining which loans are eligible for inclusion in the sale

10. Appendix B - Security Documents: List and copies of relevant security documents

11. Appendix C - Servicing Requirements: Detailed servicing standards and requirements if applicable

Authors

Alex Denne

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

Jurisdiction

Netherlands

Document Type

Sales Agreement

Sector

Sales

Cost

Free to use
Relevant legal definitions



































































Clauses












































Relevant Industries

Banking

Financial Services

Investment Management

Asset Management

Private Equity

Debt Collection

Real Estate Finance

Consumer Finance

Commercial Lending

Structured Finance

Relevant Teams

Legal

Finance

Risk Management

Compliance

Treasury

Credit Risk

Operations

Portfolio Management

Investment

Due Diligence

Data Protection

Regulatory

Commercial

Structured Finance

Business Development

Relevant Roles

General Counsel

Legal Director

Senior Legal Counsel

Transaction Manager

Portfolio Manager

Chief Financial Officer

Finance Director

Risk Manager

Compliance Officer

Credit Risk Officer

Investment Manager

Asset Manager

Due Diligence Manager

Operations Director

Treasury Manager

Commercial Director

Business Development Manager

Structured Finance Manager

Data Protection Officer

Regulatory Compliance Manager

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, 聽Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination, 聽Severance Pay, Governing Law, Entire Agreemen

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