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1. Parties: Identifies all parties to the agreement including original lender, original borrower, and assuming borrower
2. Background: Recitals explaining the original loan agreement and the intention to assume the loan
3. Definitions and Interpretation: Defines key terms and establishes interpretation rules for the agreement
4. Assumption of Loan: Core provision detailing the assumption of rights and obligations under the original loan
5. Conditions Precedent: Conditions that must be satisfied before the assumption becomes effective
6. Representations and Warranties: Statements of fact and assurances from the assuming borrower
7. Covenants: Ongoing obligations and commitments of the assuming borrower
8. Original Borrower Release: Terms of release of the original borrower from loan obligations
9. Fees and Expenses: Allocation of costs and fees related to the assumption
10. Notices: Communication procedures between parties
11. Governing Law and Jurisdiction: Specifies Hong Kong law as governing law and jurisdiction for disputes
12. Execution: Signature blocks and execution requirements
1. Security Arrangements: Include when the loan is secured by collateral that needs to be transferred or renewed
2. Guarantor Provisions: Required when there are guarantors for the assuming borrower
3. Insurance Requirements: Include when specific insurance must be maintained on collateral
4. Tax Provisions: Include when there are specific tax implications or requirements for the assumption
5. Regulatory Compliance: Include when the assumption requires specific regulatory approvals or compliance
6. Interest Rate Adjustment: Include when the assumption involves changes to interest rate terms
7. Payment Restructuring: Include when payment terms are being modified as part of the assumption
1. Schedule 1 - Original Loan Agreement Details: Copy or summary of the original loan agreement terms
2. Schedule 2 - Outstanding Loan Amount and Payment Schedule: Current loan balance and payment requirements
3. Schedule 3 - Security Details: Description of any security or collateral for the loan
4. Schedule 4 - Conditions Precedent Documents: List of required documents and conditions to be satisfied
5. Schedule 5 - Form of Notices: Template notices required for the assumption process
6. Appendix A - Relevant Consents and Approvals: Copies of required third-party consents and regulatory approvals
7. Appendix B - Due Diligence Documents: List and copies of due diligence documents provided by assuming borrower
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