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Loan Assumption Agreement for Germany

Loan Assumption Agreement Template for Germany

A Loan Assumption Agreement governed by German law is a trilateral agreement where a new party (the Assuming Party) takes over the obligations of an existing loan from the Original Borrower. The agreement must comply with the German Civil Code (BGB), particularly sections regarding debt assumption (§§ 414-419) and loan agreements (§§ 488-490). The document establishes the terms under which the assumption occurs, including any modifications to the original loan terms, security arrangements, and the status of the Original Borrower post-assumption. It typically includes provisions for representations and warranties, conditions precedent, and ongoing obligations of all parties involved.

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What is a Loan Assumption Agreement?

The Loan Assumption Agreement is a critical document used when an existing borrower needs to transfer their loan obligations to another party, often in the context of property sales, corporate restructuring, or refinancing transactions. Under German law, this agreement must carefully address the requirements of the Bürgerliches Gesetzbuch (BGB) regarding both debt assumption and loan agreements. The document establishes the framework for the assumption, including identification of the original loan, terms of assumption, security arrangements, and any modifications to the original loan terms. It requires careful consideration of banking regulations, particularly if the lender is a financial institution, and may need notarization depending on the nature of the underlying loan and security. The agreement typically includes detailed provisions about the release or continued liability of the original borrower, transfer of existing security interests, and conditions precedent to the assumption becoming effective.

What sections should be included in a Loan Assumption Agreement?

1. Parties: Identification of the Lender, Original Borrower, and Assuming Party

2. Background: Details of the original loan agreement, current outstanding amount, and reason for the assumption

3. Definitions: Defined terms including Original Loan Agreement, Assumption Date, Outstanding Amount, and Security Documents

4. Original Loan Details: Specification of the loan being assumed, including date, principal amount, current balance, and payment terms

5. Assumption: Core provisions regarding the assumption of the loan obligations by the Assuming Party

6. Effective Date: Specification of when the assumption becomes effective and any conditions precedent

7. Representations and Warranties: Statements from the Assuming Party regarding their ability to take on the loan obligations

8. Continuing Obligations: Specification of ongoing obligations under the original loan agreement

9. Lender's Rights: Confirmation of the Lender's continuing rights and any modifications

10. Notices: Communication requirements and contact details for all parties

11. Governing Law and Jurisdiction: Specification of German law as governing law and jurisdiction for disputes

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

1. Release of Original Borrower: Used when the original borrower is to be fully released from all obligations under the loan

2. Security Arrangements: Required when existing security needs to be transferred or new security is being provided

3. Guarantees: Include when new guarantees are being provided as part of the assumption

4. Modified Loan Terms: Used when the assumption involves modifications to the original loan terms

5. Tax Provisions: Include when there are specific tax implications that need to be addressed

6. Costs and Expenses: Include when there's a need to specify who bears the costs of the assumption process

7. Joint and Several Liability: Used when the original borrower will remain partially liable alongside the assuming party

What schedules should be included in a Loan Assumption Agreement?

1. Original Loan Agreement: Copy or summary of the original loan agreement being assumed

2. Outstanding Amount Calculation: Detailed calculation of the current loan balance including any interest and fees

3. Payment Schedule: Updated payment schedule reflecting any modifications

4. Security Documents: List and copies of all security documents that will continue or be newly created

5. Conditions Precedent: List of all conditions that must be satisfied before the assumption becomes effective

6. Form of Notice: Template for any required notices to be given under the agreement

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

Agreement Contract

Cost

Free to use
Relevant legal definitions

































Clauses

























Relevant Industries

Banking

Financial Services

Real Estate

Construction

Manufacturing

Infrastructure

Healthcare

Retail

Hospitality

Energy

Transportation

Relevant Teams

Legal

Finance

Treasury

Risk Management

Compliance

Credit

Real Estate

Corporate Finance

Banking

Loan Administration

Relevant Roles

Chief Financial Officer

Finance Director

Treasury Manager

Legal Counsel

Corporate Lawyer

Banking Lawyer

Risk Manager

Credit Manager

Loan Officer

Compliance Officer

Real Estate Manager

Property Manager

Corporate Finance Manager

Restructuring Officer

Financial Controller

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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