Loan Sale Agreement for the United States

Loan Sale Agreement Template for United States

A Loan Sale Agreement is a comprehensive legal document governed by U.S. federal and state laws that facilitates the transfer of loans from one party to another. It details the terms and conditions of the sale, including purchase price, representations and warranties, conditions precedent, and post-closing obligations. The agreement must comply with various U.S. regulatory requirements, including consumer protection laws, banking regulations, and state-specific transfer requirements.

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What is a Loan Sale Agreement?

The Loan Sale Agreement is utilized when financial institutions wish to transfer loan portfolios, whether performing or non-performing, to other entities. This document is essential in the U.S. financial markets for portfolio management, regulatory compliance, or strategic purposes. The agreement covers crucial aspects such as loan identification, pricing mechanisms, representations about loan quality, and compliance with federal and state regulations. It must address various U.S. legal requirements, including those under the Truth in Lending Act, Fair Credit Reporting Act, and state-specific transfer laws.

What sections should be included in a Loan Sale Agreement?

1. Parties: Identifies the seller and purchaser of the loans

2. Background/Recitals: Sets out the context and purpose of the loan sale

3. Definitions: Defines key terms used throughout the agreement

4. Sale and Purchase: Core terms of the transaction including purchase price and payment mechanics

5. Conditions Precedent: Prerequisites that must be satisfied before closing

6. Representations and Warranties: Statements of fact and assurances from both parties

7. Covenants: Ongoing obligations of the parties

8. Closing Mechanics: Process and requirements for completing the transaction

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

1. Servicing Provisions: Terms regarding ongoing loan servicing arrangements - used when servicing is being transferred or retained by seller

2. Post-Closing Adjustments: Mechanisms for price adjustments after closing - used when final purchase price depends on post-closing calculations

3. Regulatory Compliance: Specific regulatory obligations and compliance requirements - used when dealing with regulated entities or consumer loans

What schedules should be included in a Loan Sale Agreement?

1. Loan Schedule: Detailed list of loans being sold including key characteristics

2. Form of Transfer Documents: Templates for assignment and transfer documentation

3. Purchase Price Calculation: Methodology for calculating the purchase price

4. Required Consents: List of third-party consents needed for the transfer

5. Due Diligence Results: Summary of due diligence findings

6. Form of Notices: Templates for required notices to borrowers or other 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

United States

Publisher

Genie AI

Document Type

Sale Agreement

Cost

Free to use
Relevant legal definitions
Industries

Truth in Lending Act (TILA): Federal law that requires lenders to provide standardized disclosures about credit terms and costs. Critical for loan transfers and ensuring proper disclosure requirements are met.

Fair Credit Reporting Act (FCRA): Regulates the collection, dissemination, and use of consumer credit information. Important for due diligence and information sharing during loan sales.

Real Estate Settlement Procedures Act (RESPA): Federal law governing real estate settlement processes and disclosures for mortgage loans. Essential if the loan sale involves residential mortgage loans.

Equal Credit Opportunity Act (ECOA): Prohibits discrimination in credit transactions. Must ensure loan sale doesn't result in discriminatory practices or effects.

Fair Debt Collection Practices Act (FDCPA): Regulates debt collection practices. Relevant for ensuring compliance in the transfer of collection rights and responsibilities.

Gramm-Leach-Bliley Act: Requires financial institutions to explain their information-sharing practices and protect sensitive data. Critical for handling borrower information during loan transfers.

Dodd-Frank Act: Comprehensive financial reform legislation affecting various aspects of financial transactions, including loan sales and transfers.

Securities Act of 1933: Relevant if the loans are being securitized or if the loan sale could be deemed a securities transaction.

State Usury Laws: State-specific limitations on interest rates and loan charges. Must ensure compliance post-transfer.

UCC Article 3: Governs negotiable instruments and their transfer. Essential for documenting proper transfer of loan documentation.

UCC Article 9: Regulates secured transactions and the transfer of security interests. Critical for proper assignment of secured loans.

CFPB Regulations: Consumer Financial Protection Bureau rules governing consumer financial products, including their sale and transfer.

Bank Secrecy Act: Requires financial institutions to assist government agencies in detecting and preventing money laundering. Relevant for due diligence requirements.

State Licensing Requirements: State-specific requirements for entities purchasing or selling loans. May require specific licenses or registrations.

Data Privacy Requirements: Federal and state requirements for protecting consumer data during and after the loan sale process.

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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