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Loan Sale Agreement for Germany

Loan Sale Agreement Template for Germany

A comprehensive legal agreement governed by German law that documents the sale and transfer of loans from one party (seller) to another (purchaser). The agreement is structured to comply with German civil law requirements, particularly the provisions of the BGB regarding assignments (Abtretung) and the German Banking Act (KWG). It details the terms and conditions of the loan sale, including purchase price, representations and warranties, transfer mechanics, and regulatory compliance requirements. The document incorporates specific German legal concepts and requirements for effective transfer of loan receivables while ensuring compliance with data protection regulations and banking supervision requirements.

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What is a Loan Sale Agreement?

The Loan Sale Agreement is a critical document used in the German financial market for transferring loan portfolios between financial institutions. This agreement type is essential when banks or financial institutions wish to dispose of loan assets, whether for regulatory capital management, portfolio optimization, or strategic reasons. The document must comply with German legal requirements, particularly the provisions of the German Civil Code (BGB) regarding assignments and the German Banking Act (KWG). The agreement typically includes detailed information about the loan portfolio, transfer mechanics, purchase price calculations, and regulatory compliance requirements. It's particularly important in the context of German banking regulations and must address specific requirements for loan transfers, including proper notification procedures and data protection compliance under GDPR and German data protection laws.

What sections should be included in a Loan Sale Agreement?

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

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

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

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

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

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

7. Completion: Process and requirements for completing the transfer of loans

8. Assignment and Transfer: Legal mechanism for transferring the loans under German law (Abtretung)

9. Representations and Warranties: Seller's and purchaser's representations regarding authority, loan status, and compliance

10. Undertakings: Ongoing obligations of both parties post-completion

11. Data Protection: Compliance with GDPR and German data protection requirements

12. Confidentiality: Provisions regarding confidential information and its treatment

13. Notices: Communication requirements and contact details

14. Governing Law and Jurisdiction: Confirmation of German law governance and jurisdiction for disputes

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

1. Servicing Arrangements: Required if the purchaser appoints the seller or third party as servicer of the loans

2. Consumer Protection Provisions: Required if the portfolio includes consumer loans

3. Security Transfer: Required if there are security interests associated with the loans

4. True Sale Provisions: Required for securitization transactions or where true sale opinions are needed

5. Bulk Transfer Provisions: Required for large portfolio transfers requiring special notification procedures

6. Regulatory Compliance: Required if either party needs specific regulatory approvals or licenses

7. Sub-Participation: Required if the transaction involves sub-participation rather than direct transfer

8. Post-Closing Price Adjustments: Required if the purchase price may be adjusted based on post-closing events

What schedules should be included in a Loan Sale Agreement?

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

2. Schedule 2 - Loan Documents: List of all relevant loan documentation being transferred

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

4. Schedule 4 - Seller's Power of Attorney: Form of power of attorney for post-completion actions

5. Schedule 5 - Completion Requirements: Detailed checklist of completion deliverables

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

7. Schedule 7 - Data Protection Requirements: Specific data protection and GDPR compliance procedures

8. Schedule 8 - Form of Notices: Template notices to borrowers and other relevant parties

Authors

Alex Denne

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

Jurisdiction

Germany

Publisher

Genie AI

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

Corporate Finance

Insurance

Financial Technology

Relevant Teams

Legal

Finance

Risk Management

Compliance

Credit Administration

Portfolio Management

Treasury

Operations

Due Diligence

Debt Collection

Investment

Regulatory Reporting

Documentation

Relevant Roles

Legal Counsel

Finance Director

Portfolio Manager

Risk Manager

Compliance Officer

Chief Financial Officer

Investment Manager

Credit Officer

Transaction Manager

Due Diligence Manager

Loan Operations Manager

Banking Director

Treasury Manager

Debt Collection Manager

Senior Loan Officer

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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