A Facility Transfer Agreement is essential when transferring credit facilities, loans, or similar financial arrangements between financial institutions in Australia. This document type is commonly used in scenarios such as bank portfolio sales, strategic realignments, or regulatory-driven transfers. The agreement must comply with Australian banking regulations, financial services laws, and state-specific requirements. It typically includes detailed provisions about the transfer mechanics, security arrangements, regulatory approvals, and completion requirements. The document becomes particularly important in complex transactions involving multiple facilities or syndicated arrangements, where careful attention must be paid to existing facility documents, security interests, and third-party rights.
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1. Parties: Identifies and defines the transferor, transferee, and any other relevant parties to the agreement
2. Background: Outlines the context of the transfer, including details of the original facility and reason for transfer
3. Definitions and Interpretation: Defines key terms and establishes interpretation principles for the agreement
4. Transfer and Assignment: Core provisions detailing the transfer of rights, obligations, and interests in the facility
5. Consideration: Specifies the purchase price or other consideration for the transfer
6. Completion: Details the completion process, timing, and requirements for the transfer
7. Representations and Warranties: Standard representations and warranties from both transferor and transferee
8. Regulatory Compliance: Addresses compliance with relevant banking and financial services regulations
9. Confidentiality: Provisions regarding the confidentiality of information and data protection requirements
10. Notices: Specifies how formal notices under the agreement should be given
11. General Provisions: Standard boilerplate clauses including governing law, jurisdiction, and entire agreement
12. Execution: Formal execution blocks for all parties
1. Security Transfer: Required when security interests are being transferred along with the facility
2. Third Party Consents: Include when specific third-party approvals are needed for the transfer
3. Tax Provisions: Detailed tax implications and allocations when significant tax considerations exist
4. Transitional Services: Include when ongoing support or services are required post-transfer
5. Foreign Exchange Provisions: Required for facilities involving multiple currencies
6. Step-In Rights: Include when specific intervention rights need to be preserved or transferred
7. PPSA Provisions: Detailed Personal Property Securities Act provisions when relevant to the facility
8. Break Fees: Include when early termination or break fee provisions are part of the transfer
1. Facility Details: Detailed description of the facility being transferred, including all relevant terms and conditions
2. Transfer Price Calculation: Detailed breakdown of the transfer price and any adjustments
3. Security Details: List and details of all security interests being transferred
4. Required Consents: List of required third-party consents and their status
5. Completion Checklist: Detailed list of actions required for completion
6. Form of Transfer Notices: Template notices required to effect the transfer
7. Outstanding Claims and Proceedings: Details of any ongoing claims or proceedings related to the facility
8. Required Regulatory Approvals: List of regulatory approvals required and their status
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