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1. Parties: Identifies all parties to the agreement: Original Lender, Original Borrower, and Assuming Borrower
2. Background: Recitals explaining the original loan agreement, reason for assumption, and current status of the loan
3. Definitions: Defines key terms used throughout the agreement, including Original Loan Agreement, Assumption Date, Assumed Obligations, etc.
4. Assumption of Obligations: Core section detailing the assumption of loan obligations by the new borrower
5. Consideration: Details any consideration paid for the assumption of the loan
6. Effective Date: Specifies when the assumption becomes effective and any conditions precedent
7. Representations and Warranties: Statements by all parties regarding their capacity, authority, and other material facts
8. Original Borrower's Release: Terms of release for the original borrower, if applicable
9. Lender's Rights and Remedies: Preservation of lender's rights under the original loan agreement
10. Governing Law and Jurisdiction: Confirms Irish law as governing law and jurisdiction for disputes
11. Execution: Signature blocks and execution requirements for all parties
1. Security Arrangements: Required when existing security needs to be transferred or new security is being created
2. Guarantees: Include when there are new or continuing guarantees as part of the assumption
3. Conditions Subsequent: Include when there are post-closing obligations or requirements
4. Tax Provisions: Required when there are specific tax implications or allocations to be addressed
5. Property Details: Include for property-backed loans, detailing the secured property
6. Regulatory Compliance: Required when specific regulatory requirements need to be addressed
7. Insurance Requirements: Include when specific insurance obligations are being transferred or modified
8. Notice Requirements: Include when specific notice procedures need to be detailed
1. Schedule 1 - Original Loan Agreement: Copy or details of the original loan agreement being assumed
2. Schedule 2 - Current Loan Balance: Statement of the current loan balance and payment status
3. Schedule 3 - Payment Terms: Details of payment schedule, interest rates, and other financial terms
4. Schedule 4 - Security Details: List and description of any security interests or collateral
5. Schedule 5 - Conditions Precedent: List of all conditions that must be satisfied before the assumption becomes effective
6. Appendix A - Form of Notice: Template for any required notices related to the assumption
7. Appendix B - Consent Forms: Standard forms for any required third-party consents
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