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Loan Assignment And Assumption Agreement Template for Malaysia

A legal document governed by Malaysian law that facilitates the transfer of rights and obligations under an existing loan agreement from one party (the assignor) to another party (the assignee), while the borrower assumes continued obligations under the loan. The agreement complies with Malaysian contract law, particularly the Contracts Act 1950 and Civil Law Act 1956, and requires proper stamping under the Stamp Act 1949. It details the terms of assignment, purchase price, representations and warranties, and includes provisions for borrower's acknowledgment and any security transfers associated with the loan.

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What is a Loan Assignment And Assumption Agreement?

The Loan Assignment And Assumption Agreement is a crucial document used in Malaysian financial transactions when an existing lender wishes to transfer its rights and obligations under a loan agreement to a new lender. This document is commonly used in debt restructuring, portfolio sales, or when financial institutions need to rebalance their loan books. It must comply with Malaysian legal requirements, including the Contracts Act 1950, Civil Law Act 1956, and where applicable, the Financial Services Act 2013. The agreement comprehensively documents the assignment price, payment terms, representations and warranties, and any security interest transfers. It requires careful consideration of existing loan terms, regulatory requirements, and often needs borrower consent. The document is particularly important in ensuring smooth transition of loan obligations while maintaining legal enforceability under Malaysian law.

What sections should be included in a Loan Assignment And Assumption Agreement?

1. Parties: Identifies all parties to the agreement: Assignor (original lender), Assignee (new lender), Borrower, and any guarantors

2. Background: Recitals explaining the original loan agreement, reason for assignment, and context of the transaction

3. Definitions: Defines key terms used throughout the agreement, including Loan Agreement, Assigned Rights, Effective Date, etc.

4. Assignment and Assumption: Core provisions detailing the assignment of rights and assumption of obligations

5. Purchase Price and Payment: Details of the consideration paid for the assignment and payment terms

6. Effective Date and Completion: Specifies when the assignment takes effect and conditions for completion

7. Representations and Warranties: Statements of fact and assurances from each party regarding their capacity and authority

8. Borrower's Acknowledgment and Consent: Borrower's formal acknowledgment of the assignment and consent to the transfer

9. Further Assurance: Obligations to execute additional documents or take actions to perfect the assignment

10. Notices: Procedures for giving formal notices under the agreement

11. Governing Law and Jurisdiction: Specifies Malaysian law as governing law and jurisdiction for disputes

12. Execution: Signature blocks and execution formalities

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

1. Security Assignment: Required if there are any security interests being transferred along with the loan

2. Regulatory Compliance: Include when the assignment involves regulated financial institutions or requires specific regulatory approvals

3. Tax Provisions: Include specific tax-related provisions if the assignment has significant tax implications

4. Guarantor's Consent: Required if the original loan has guarantors who need to consent to the assignment

5. Partial Assignment Provisions: Include if only a portion of the loan is being assigned

6. Confidentiality: Add detailed confidentiality provisions if sensitive commercial information is involved

7. Force Majeure: Include if parties want specific provisions for unforeseen circumstances affecting the assignment

What schedules should be included in a Loan Assignment And Assumption Agreement?

1. Original Loan Agreement: Copy or details of the original loan agreement being assigned

2. Assigned Rights and Obligations: Detailed list of all rights and obligations being transferred

3. Payment Details: Specific details of the assignment consideration and payment mechanisms

4. Security Documents: List and copies of any security documents related to the loan

5. Required Consents: Copies of all third-party consents obtained for the assignment

6. Outstanding Loan Balance: Statement of the current loan balance and payment history

7. Form of Notice: Template for notices to be sent to relevant parties regarding the assignment

Authors

Alex Denne

Head of Growth (Open Source Law) @ Genie AI | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents

Jurisdiction

Malaysia

Publisher

Genie AI

Cost

Free to use

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