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Loan Purchase Agreement for Germany

Loan Purchase Agreement Template for Germany

A German law-governed agreement that documents the sale and transfer of loan receivables from one party (seller) to another (purchaser). The agreement complies with German civil law requirements for the assignment of rights (§§ 398-413 BGB) and addresses specific German regulatory requirements, including banking regulations (KWG) and data protection laws (GDPR/BDSG). It covers the transfer mechanics, purchase price determination, representations and warranties, and post-closing obligations, while incorporating specific German law concepts and requirements for loan transfers.

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Loan Purchase Agreement

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What is a Loan Purchase Agreement?

The Loan Purchase Agreement is a specialized contract used when transferring loan receivables in the German market. It is particularly relevant for portfolio sales, NPL transactions, and strategic loan disposals. The document must comply with specific requirements under German law, including the German Civil Code (BGB) provisions on assignments, the Banking Act (KWG), and data protection regulations (GDPR/BDSG). The agreement typically includes detailed provisions on the loan portfolio, purchase price mechanics, transfer requirements, and regulatory compliance. It is commonly used by financial institutions, investment funds, and specialized debt purchasers operating in Germany, and must address specific German law requirements for loan transfers, including borrower notification requirements and banking secrecy obligations.

What sections should be included in a Loan Purchase Agreement?

1. Parties: Identification of the seller(s) and purchaser(s), including registration details as required under German law

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

3. Definitions and Interpretation: Definitions of key terms and interpretation rules, including German law-specific concepts

4. Sale and Purchase: Core terms of the purchase, including purchase price, payment mechanisms, and closing conditions

5. Assignment and Transfer: Provisions for the legal transfer of the loans under German law, including requirements under §§ 398-413 BGB

6. Purchase Price and Payment: Detailed provisions on purchase price calculation, adjustments, and payment terms

7. Closing: Conditions precedent, closing mechanics, and delivery requirements

8. Representations and Warranties: Seller and purchaser representations, including specific German law compliance warranties

9. Covenants: Pre- and post-closing obligations of the parties

10. Data Protection: GDPR and BDSG compliance requirements for handling borrower data

11. Regulatory Compliance: Compliance with German banking and financial services regulations

12. Confidentiality: Confidentiality obligations and permitted disclosures

13. Indemnification: Indemnification provisions and liability limitations

14. Governing Law and Jurisdiction: German law as governing law and jurisdiction provisions

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

1. Servicing Arrangements: Required if the servicing of the loans is being transferred or if new servicing arrangements are being established

2. Security Transfer: Required for secured loans, addressing the transfer of related security interests

3. Consumer Protection Provisions: Required if the portfolio includes consumer loans, addressing German Consumer Credit Act requirements

4. Third Party Consents: Required if any third-party consents are needed for the transfer

5. Tax Provisions: Detailed tax provisions if specific tax structures or considerations apply

6. Multiple Seller Provisions: Required if there are multiple sellers, addressing several liability and coordination

7. Borrower Notification: Specific provisions for notifying borrowers of the transfer, if not covered in main sections

What schedules should be included in a Loan Purchase Agreement?

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

2. Eligibility Criteria: Criteria that the loans must meet for inclusion in the purchase

3. Form of Transfer Documents: Ƶ for assignment and transfer documentation required under German law

4. Purchase Price Calculation: Detailed methodology for calculating the purchase price

5. Required Consents: List of required third-party consents and status

6. Form of Notices: Ƶ for borrower notifications and other required notices

7. Seller's Power of Attorney: Form of power of attorney for post-closing actions

8. Data Protection Requirements: Specific data protection and processing requirements under GDPR and BDSG

9. Closing Checklist: List of required closing deliverables and actions

Authors

Alex Denne

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

Jurisdiction

Germany

Publisher

Ƶ

Document Type

Financing Agreement

Cost

Free to use
Relevant legal definitions

























































Clauses




































Relevant Industries

Banking

Financial Services

Investment Management

Private Equity

Asset Management

Debt Collection

Credit Services

Special Situations

Distressed Debt

Real Estate Finance

Consumer Finance

Commercial Lending

Relevant Teams

Legal

Finance

Risk Management

Compliance

Investment

Portfolio Management

Credit Risk

Operations

Data Protection

Treasury

Debt Collection

Special Situations

Workout

Transaction Management

Relevant Roles

Legal Counsel

Transaction Manager

Portfolio Manager

Credit Risk Manager

Debt Purchase Manager

Investment Director

Chief Investment Officer

Senior Loan Officer

Compliance Officer

Data Protection Officer

Chief Financial Officer

Portfolio Analyst

Workout Manager

Debt Collection Manager

Banking Lawyer

Finance Director

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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