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Loan Transfer Agreement
"I need a Loan Transfer Agreement under Belgian law for transferring a €5M commercial real estate loan from BankCo SA to InvestFund BV, with completion planned for March 2025. The loan is secured by property in Brussels and includes existing guarantees that need to be transferred."
1. Parties: Identification of the transferor, transferee, and any other relevant parties (such as the original borrower)
2. Background: Context of the original loan and the reason for the transfer
3. Definitions and Interpretation: Definitions of key terms used in the agreement and rules of interpretation
4. Transfer and Assignment: Core provisions detailing the transfer of the loan, including the effective date and scope of transfer
5. Purchase Price and Payment: Details of the consideration for the transfer and payment mechanisms
6. Completion Requirements: Actions required to complete the transfer, including delivery of documents and notifications
7. Representations and Warranties: Statements of fact and assurances from both parties regarding their capacity and the loan being transferred
8. Transferor's Obligations: Ongoing obligations of the transferor, including assistance with transition and document delivery
9. Transferee's Obligations: Obligations of the transferee, including assumption of lender responsibilities
10. Tax and Expenses: Allocation of tax liabilities and transaction costs
11. Notices: Process for formal communications between parties
12. Governing Law and Jurisdiction: Confirmation of Belgian law application and jurisdiction for disputes
13. General Provisions: Standard boilerplate clauses including severability, entire agreement, and amendments
1. Security Transfer: Required if the loan includes any security interests that need to be transferred
2. Regulatory Compliance: Required if either party is a regulated entity or if the loan transfer requires regulatory approvals
3. Data Protection: Required if personal data is involved in the transfer
4. Third Party Rights: Required if there are guarantors or other third parties with rights related to the loan
5. Confidentiality: Optional but recommended for sensitive commercial transactions
6. Further Assurance: Optional clause requiring parties to take additional steps if needed to perfect the transfer
7. Parent Company Guarantee: Required if there is a parent company guarantee supporting the obligations
1. Schedule 1 - Loan Details: Detailed description of the loan being transferred, including amount, interest rate, and payment terms
2. Schedule 2 - Loan Documentation: List of all relevant loan documents being transferred
3. Schedule 3 - Form of Transfer Notice: Template notice to be sent to the borrower and any other relevant parties
4. Schedule 4 - Completion Requirements: Detailed checklist of actions required for completion
5. Schedule 5 - Security Documents: List and copies of any security documents if applicable
6. Appendix A - Original Loan Agreement: Copy of the original loan agreement being transferred
7. Appendix B - Required Consents: Copies of any required third-party or regulatory consents
Authors
Applicable Law
Borrower
Business Day
Completion
Completion Date
Conditions Precedent
Confidential Information
Cut-off Date
Default Interest
Effective Date
Encumbrance
Existing Security
Facility Agreement
Finance Documents
Financial Indebtedness
Guarantor
Loan
Loan Documents
Material Adverse Effect
Original Lender
Outstanding Amount
Parties
Purchase Price
Regulatory Authority
Relevant Jurisdiction
Security
Security Agent
Security Documents
Signing Date
Tax
Transaction Documents
Transfer
Transfer Certificate
Transfer Date
Transfer Notice
Transferee
Transferor
Transferred Rights
Unpaid Sum
Working Day
Purchase Price
Payment Terms
Completion
Conditions Precedent
Representations and Warranties
Covenants
Security Transfer
Further Assurance
Tax
Costs and Expenses
Regulatory Compliance
Data Protection
Confidentiality
Notices
Amendments
Severability
Entire Agreement
Force Majeure
Assignment
Third Party Rights
Counterparts
Electronic Execution
Governing Law
Jurisdiction
Indemnification
Default
Remedies
Parent Company Guarantee
Set-off
Banking
Financial Services
Investment Management
Private Equity
Corporate Finance
Real Estate
Infrastructure
Asset Management
Commercial Lending
Investment Banking
Legal
Finance
Treasury
Compliance
Risk Management
Corporate Finance
Credit Administration
Investment
Portfolio Management
Transaction Management
Legal Counsel
Finance Director
Corporate Lawyer
Transaction Manager
Portfolio Manager
Credit Officer
Compliance Officer
Risk Manager
Treasury Manager
Investment Manager
Legal Director
Chief Financial Officer
Corporate Finance Manager
Debt Portfolio Manager
Senior Loan Officer
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