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Loan Novation Agreement
"I need a Loan Novation Agreement under German law for transferring a €5 million commercial real estate loan from Deutsche Bank to Commerzbank, with the original security package to remain in place and the transfer to be effective from March 1, 2025."
1. Parties: Identification of the Original Lender, New Lender, and Borrower with full legal names and addresses
2. Background: Recitals describing the existing loan agreement, reason for novation, and intention of the parties
3. Definitions: Definitions of key terms used in the agreement, including 'Existing Loan Agreement', 'Novation Date', and 'Outstanding Amount'
4. Novation: Core provision effecting the novation, including the discharge of original obligations and creation of new obligations
5. Conditions Precedent: Conditions that must be satisfied before the novation becomes effective
6. Outstanding Amounts: Statement of the loan amount being novated, including principal, accrued interest, and any other amounts
7. Representations and Warranties: Statements of fact and assurances from all parties regarding their capacity and authority
8. Transfer of Security: Provisions dealing with the transfer of any existing security arrangements to the new lender
9. Costs and Expenses: Allocation of costs related to the novation process
10. Notices: Communication procedures and contact details for all parties
11. Governing Law and Jurisdiction: Confirmation of German law as governing law and jurisdiction for disputes
1. Tax Provisions: Include when there are specific tax implications of the novation that need to be addressed
2. Regulatory Compliance: Include when specific banking or financial regulations apply to the transaction
3. Security Trustee Provisions: Include when there is a security trustee arrangement in place
4. Interest Rate Adjustments: Include when the novation involves changes to the interest rate structure
5. Consent of Third Parties: Include when third party consents are required for the novation
6. Registration Requirements: Include when the novation requires registration with any authorities or registries
1. Schedule 1 - Existing Loan Agreement: Copy or details of the original loan agreement being novated
2. Schedule 2 - Outstanding Amounts Calculation: Detailed calculation of all amounts outstanding under the loan as of the novation date
3. Schedule 3 - Security Documents: List and copies of all security documents being transferred
4. Schedule 4 - Form of Notice to Third Parties: Template notices to be sent to any relevant third parties regarding the novation
5. Schedule 5 - Conditions Precedent Documents: List of all documents required as conditions precedent
6. Appendix A - Payment Instructions: New payment and account details for loan servicing after novation
Authors
Original Lender
New Lender
Borrower
Novation Date
Effective Date
Outstanding Amount
Outstanding Principal
Accrued Interest
Security Documents
Security Interest
Existing Security
Transfer Documents
Conditions Precedent
Business Day
Banking Day
Facility
Event of Default
Interest Period
Interest Payment Date
EURIBOR
Material Adverse Effect
Permitted Transfer
Related Rights
Security Agent
Security Assets
Secured Obligations
Transaction Documents
Transfer Certificate
Transferred Rights
Governing Law
Relevant Jurisdiction
Financial Indebtedness
Guarantee
Guarantor
Loan Documentation
Notices
Parties
Payment Date
Repayment Date
Representations
Warranties
Default Interest
Facility Office
Finance Documents
Financial Statements
Legal Reservations
Margin
Original Jurisdiction
Permitted Security
Reference Banks
Relevant Market
Tax
Working Day
Definitions
Novation
Conditions Precedent
Transfer of Rights and Obligations
Outstanding Amounts
Interest
Security Transfer
Representations and Warranties
Payment Terms
Tax Gross-up
Costs and Expenses
Indemnities
Set-off
Notices
Amendments and Waivers
Assignment and Transfer
Confidentiality
Data Protection
Severability
Force Majeure
Anti-Money Laundering
Regulatory Compliance
Further Assurance
Counterparts
Governing Law
Jurisdiction
Process Agent
Entire Agreement
Third Party Rights
Banking
Financial Services
Investment Management
Corporate Finance
Real Estate
Infrastructure
Private Equity
Asset Management
Commercial Lending
Project Finance
Legal
Finance
Treasury
Credit Risk
Compliance
Portfolio Management
Transaction Management
Corporate Banking
Loan Administration
Risk Management
Chief Financial Officer
Treasury Manager
Finance Director
Legal Counsel
Banking Lawyer
Loan Officer
Credit Manager
Portfolio Manager
Relationship Manager
Risk Manager
Compliance Officer
Transaction Manager
Financial Controller
Debt Management Officer
Corporate Finance Manager
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