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1. Parties: Identifies original lender (assignor), new lender (assignee), and borrower
2. Background/Recitals: Details of original loan agreement and reason for assignment
3. Definitions: Key terms used throughout the agreement
4. Assignment and Assumption: Core provisions detailing the transfer of rights and obligations
5. Purchase Price: Consideration for the assignment
6. Representations and Warranties: Statements of fact by parties about their authority and loan status
7. Closing Conditions: Requirements to be met before assignment becomes effective
8. Governing Law: Jurisdiction governing the agreement
9. Signature Block: Execution provisions for all parties
1. Security Interest Provisions: Required when the original loan includes collateral or security interests that need to be assigned
2. Servicer Provisions: Terms relating to loan servicing arrangements when a third-party servicer is involved
3. Regulatory Compliance: Specific regulatory requirements when involving regulated financial institutions
1. Schedule A - Original Loan Agreement: Copy of the loan agreement being assigned
2. Schedule B - Loan Schedule: Details of outstanding loan amount, payment schedule, and interest rate
3. Schedule C - Security Documents: List and copies of any security documents related to the loan
4. Schedule D - Required Consents: Copies of third-party consents required for assignment
Assignor
Assignee
Borrower
Assigned Rights
Assumed Obligations
Assignment Date
Closing Date
Effective Date
Loan Agreement
Loan Documents
Outstanding Principal Balance
Purchase Price
Security Documents
Security Interest
Collateral
Default
Event of Default
Interest Rate
Payment Date
Business Day
Governmental Authority
Law
Lien
Material Adverse Effect
Notice
Person
Related Documents
Representatives
Transfer Documents
Purchase Price and Payment
Representations and Warranties
Conditions Precedent
Transfer and Delivery
Covenants
Further Assurances
Indemnification
Notices
Amendments and Waivers
Successors and Assigns
Severability
Governing Law
Dispute Resolution
Entire Agreement
Counterparts
Survival
Confidentiality
Costs and Expenses
Tax Matters
Security Interest
Default Provisions
Force Majeure
Authority and Capacity
Compliance with Laws
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