The Loan Assignment And Assumption Agreement is a crucial document in Canadian financial transactions where loan interests need to be transferred between parties. It's commonly used in scenarios such as bank portfolio restructuring, syndication arrangements, or when lenders wish to exit their loan positions. The agreement must comply with both federal legislation (such as the Bank Act and Interest Act) and provincial laws governing contract assignments and security interests. This document typically includes detailed information about the original loan, outstanding amounts, security arrangements, and specific terms of the assignment. It's particularly important in commercial lending contexts where complex loan arrangements need to be transferred while maintaining legal certainty and continuity of security interests.
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1. Parties: Identifies all parties to the agreement: Assignor (current lender), Assignee (new lender), and Borrower
2. Background: Recitals explaining the existing loan agreement, the parties' desire to assign the loan, and the purpose of this agreement
3. Definitions: Defines key terms used throughout the agreement, including Loan Agreement, Assigned Rights, Effective Date, and other relevant terms
4. Assignment and Assumption: Core provision detailing the assignment of rights from Assignor to Assignee and the assumption of obligations by Assignee
5. Purchase Price and Payment: Specifies the consideration for the assignment and payment terms
6. Representations and Warranties: Statements by each party regarding their authority, the loan status, and other material facts
7. Borrower's Consent and Acknowledgment: Borrower's formal consent to the assignment and confirmation of ongoing obligations
8. Effective Date and Conditions Precedent: Specifies when the assignment becomes effective and any conditions that must be met
9. Further Assurances: Commitment by parties to execute additional documents or take actions necessary to effect the assignment
10. Notices: Procedures for giving formal notices under the agreement
11. Governing Law and Jurisdiction: Specifies applicable law and courts having jurisdiction
12. General Provisions: Standard clauses including entire agreement, amendments, counterparts, and severability
1. Security Interests: Required when the loan involves collateral or security interests that need to be assigned
2. Regulatory Compliance: Needed when the assignment must comply with specific banking or financial regulations
3. Tax Provisions: Include when there are specific tax implications or requirements for the assignment
4. Guarantors' Consent: Required when the original loan has guarantors who must acknowledge the assignment
5. Partial Assignment Provisions: Include when only a portion of the loan is being assigned
6. Syndication Provisions: Needed for loans involving multiple lenders or syndicate members
7. Confidentiality: Include when sensitive financial or commercial information requires protection
8. Break Fees: Include when there are provisions for early termination or unwinding of the assignment
1. Schedule A - Original Loan Agreement: Copy or details of the loan agreement being assigned
2. Schedule B - Outstanding Loan Amount: Statement of the current loan balance, interest, and other amounts owing
3. Schedule C - Security Documents: List and copies of all security documents related to the loan
4. Schedule D - Assigned Rights and Obligations: Detailed list of all rights and obligations being transferred
5. Schedule E - Form of Notice to Borrower: Template for formal notice of assignment to be sent to the borrower
6. Schedule F - Closing Documents: List of all documents required to complete the assignment
7. Schedule G - Payment Instructions: Details of how and where payments should be made post-assignment
Relevant legal definitions
Clauses
Relevant Industries
Banking
Financial Services
Commercial Lending
Corporate Finance
Real Estate
Private Equity
Asset Management
Infrastructure
Project Finance
Equipment Financing
Commercial Real Estate
Investment Banking
Relevant Teams
Legal
Finance
Credit Risk
Commercial Banking
Corporate Banking
Compliance
Treasury
Loan Administration
Portfolio Management
Transaction Management
Documentation
Risk Management
Relevant Roles
Commercial Lending Officer
Credit Manager
Legal Counsel
Finance Director
Portfolio Manager
Loan Administrator
Risk Manager
Compliance Officer
Transaction Manager
Corporate Banking Officer
Investment Manager
Treasury Manager
Debt Capital Markets Manager
Syndications Manager
Credit Risk Officer
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