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1. Parties: Identification of the Lender, Original Borrower, and New Borrower (Assuming Party)
2. Background: Details of the original loan agreement, reason for assumption, and current status of the loan
3. Definitions: Definitions of key terms used throughout the agreement
4. Original Loan Details: Summary of the original loan terms, including principal amount, interest rate, and payment terms
5. Assumption of Obligations: Express assumption of loan obligations by the new borrower and scope of assumed responsibilities
6. Consent of Lender: Lender's formal consent to the assumption and any conditions attached
7. Release of Original Borrower: Terms of release of the original borrower from loan obligations, if applicable
8. Representations and Warranties: Statements by the new borrower regarding their ability to assume and perform the loan obligations
9. Effective Date and Conditions Precedent: When the assumption takes effect and any conditions that must be met
10. Continuing Security: Confirmation of existing security arrangements and their application to the new borrower
11. Payments and Interest: Confirmation of payment terms, interest rates, and any adjustments
12. Governing Law and Jurisdiction: Specification of Dutch law as governing law and jurisdiction for disputes
13. Notices: Contact details and methods for formal communications between parties
14. Execution: Signature blocks and execution requirements
1. Transfer of Collateral: Required when specific collateral needs to be transferred or re-registered to secure the assumed loan
2. Guarantors: Include when there are third-party guarantors whose guarantees need to be addressed
3. Financial Covenants: Include when specific financial requirements apply to the new borrower
4. Tax Provisions: Required when there are specific tax implications of the assumption that need to be addressed
5. Insurance Requirements: Include when specific insurance must be maintained by the new borrower
6. Regulatory Compliance: Required when the assumption involves regulated entities or activities
7. Fees and Expenses: Include when there are specific costs associated with the assumption to be allocated
8. Due Diligence Findings: Include when specific findings from due diligence need to be acknowledged or addressed
1. Original Loan Agreement: Copy or summary of the original loan agreement being assumed
2. Payment Schedule: Updated amortization or payment schedule reflecting the assumption
3. Security Documents: List and copies of security documents that continue under the assumption
4. Conditions Precedent Checklist: List of conditions that must be satisfied before the assumption becomes effective
5. Required Consents: Copies of third-party consents required for the assumption
6. Due Diligence Documents: Key due diligence documents and findings regarding the new borrower
7. Transfer Documents: Any additional documents required to effect the transfer of obligations or security
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