lsta assignment and assumption form

LSTA Form of Assignment Agreement

In most syndicated loan transactions, lenders are permitted to sell their loans on the secondary market by assigning their rights and obligations under the loan documentation to new lenders. These transfers are commonly completed by the assignor and assignee executing an assignment agreement, the form of which is often pre-negotiated and attached as an exhibit to the underlying credit agreement.

Assignment and Assumption: Single Assignment of Loans | Practical Law

Assignment and Assumption: Single Assignment of Loans

Practical law standard document 2-382-1269  (approx. 12 pages).

Lending & Secured Finance Laws and Regulations No Soup for You! Disqualified Lender Lists in Leveraged Loan Facilities 2024

ICLG - Lending & Secured Finance Laws and Regulations - covers common issues in lending and secured finance laws and regulations – including guarantees, collateral security, financial assistance, syndicated lending and LIBOR replacement.

Chapter Content Free Access

1. introduction, 2. what are disqualified institution lists, 3. secondary transfers, 4. practical application of dq lists and illustrative examples, 5. conclusion.

While economic uncertainty and rising interest rates exerted pressure on primary market activity in 2023, the leveraged loan market in the United States had an exceptional year with strong annual returns. [i]   In 2023, there was a total of $233.5 billion in new leveraged loan issuances, powered by refinancings which accounted for 58% of the total 2023 new issuance volume. [ii]   The year 2023 also saw record levels of amend-and-extends and repricings in the leveraged loan market, while M&A related volume saw its lowest level since 2010. [iii]

Looking forward to 2024, many market participants believe this year will be marked with sustained refinancing, extension activity (a popular tool for managing fast approaching maturities) and higher default rates, all as a result of near-term financial headwinds. [iv]   With greater participation and volume in both the primary and secondary leveraged loan market expected in 2024, market participants will have plenty of opportunity to diversify investments, arbitrage their positions and potentially take strategic control of financially distressed companies.

With potentially uncertain times ahead, market participants need to pay extra attention to disqualified institution lists (a “ DQ List ”) and the related assignment and participation provisions in credit agreements and be mindful of how any such list and provisions may restrict secondary market transfers thereby impacting the liquidity of the loan.  Also, as participation and default rates in the leveraged loan market each increase, companies need to pay close attention to how the implementation of a DQ List can be used as a tool to exercise control over which institutions may become lenders in a given facility in order to streamline company decision-making and control a potential restructuring of the company’s capital structure.

This chapter discusses disqualified institution lists generally, how a disqualified institution list affects participations and assignments of loans, the Loan Syndication and Trading Association’s (the “ LSTA ”) guidance with respect to disqualified institution lists and illustrative examples of how borrowers and sponsors are using disqualified institution lists to shift negotiating power in their favor.

A DQ List allows borrowers to designate entities that are prohibited from owning the borrower’s debt, at origination or by assignment, without the borrower’s consent.  A borrower’s DQ List can include competitors, affiliates of competitors, banks, financial institutions, and even legal persons identified by the borrower.  Historically, DQ Lists were used by borrowers to stop competing companies from obtaining certain confidential or proprietary information regarding the borrower’s business and financial condition.  More recently, however, DQ Lists are being used by borrowers to exclude certain lenders, funds or entities from holding the borrower’s debt for other reasons.  For example, a borrower may deem certain distressed funds as overly aggressive and potentially abrasive in the event that the borrower’s capital structure needs to be restructured.  Also, a borrower may not want certain funds that follow a “loan to own” strategy to be involved with the borrower.

The DQ List is established by the borrower (and where applicable, the sponsor) at the closing of the loan facility and may be updated during the course of the loan in accordance with the terms of the credit agreement.  The borrower is then responsible for providing the DQ List to the administrative agent at or prior to closing of the facility.  The dissemination of the DQ List depends on the terms of the particular credit agreement as well as the preferences and operational capabilities of the administrative agent.  While the DQ List contains sensitive information, and often the borrower would prefer to provide it solely to the administrative agent, lenders also need to have access to the DQ List in order to comply with any restrictions on transfer set forth in the credit agreement in connection with an assignment of the loans to a prospective lender.  Unlike assignments, participations are typically entered into by a lender and participant without the knowledge of the borrower or the administrative agent, though the credit agreement may also impose restrictions on participations, which may or may not include prohibiting participations to parties on the DQ List.

The DQ List should not be read in a vacuum.  It is important to understand the distinction between participations and assignments of a loan and the related provisions in the credit agreement with respect to secondary transfers.  Provisions related to disqualified institutions, participations and assignments in credit agreements frequently follow the guidance provided by the LSTA and incorporate terms published by the LSTA in its form documentation or model provisions.

Assignments

An assignment of a loan is a sale of all or a portion of the rights and obligations of an existing lender (the assignor) under a credit agreement to a third party (the assignee) who may or may not already be a lender in the facility.  An assignment is effectuated through an assignment and acceptance agreement, which is typically a form that is appended to the credit agreement. Many market participants use a form based on, or at least consistent with, the LSTA’s published form of assignment and assumption agreement. [v]   The assignment and assumption agreement typically requires that each incoming lender make standard representations and warranties, which include that the assignee meets the qualifications to be an assignee and is not a disqualified institution.  Once the assignment and assumption agreement is executed by the assignor and assignee and any required consents are obtained, the administrative agent will accept the assignment for recordation in the register and accordingly update the register to reflect the commitments and amounts owed to such lender. [vi]

Pursuant to the assignment and acceptance agreement, an assignee becomes a lender under the credit agreement and therefore has a direct relationship, and contractual privity, with the borrower.  Once an assignment becomes effective, the assignee has the right to enforce any breaches under the credit agreement against the borrower and related loan parties.  In connection with an assignment, a credit agreement will typically provide certain parties, such as the administrative agent, the borrower, issuing banks, swingline lenders and in some cases, sponsors, with consent rights over assignments by lenders.  While consent rights granted to agents, issuing banks and swingline lenders rarely pose an impediment to effectuating an assignment, consent rights in favor of borrowers and sponsors can serve as a gating issue for prospective lenders.

The formulation of consent provisions with respect to borrowers and sponsors is heavily negotiated and depends on the strength of the borrower or sponsor as compared to the lending syndicate, the economic landscape, and the relationship between the parties.  The credit agreement may specify that the borrower’s consent to the assignment shall not be unreasonably withheld or delayed, and in many circumstances, may even provide for deemed consent to the assignment if the borrower does not object to the assignment within a set period of time.

While consent rights can be broadly drafted, they often contain various express exceptions. For example, an assignment to an institution (or its affiliates) that is an existing lender in the facility is typically carved out of any consent requirement.  Also, some credit agreements contain a schedule of pre-approved institutions or entities that may acquire loans without borrower consent.  In addition, a borrower will typically lose its right to consent to an assignment if a default or event of default under the credit agreement has occurred and is continuing.  Given that these provisions are heavily negotiated, not every default under the credit agreement will necessarily result in the borrower forfeiting its consent rights, so lenders should be mindful of the terms under which consent rights exist or fall away.

Participations

A participation is a sale by a lender of an interest in the loan to another institution (the participant).  Under the terms of the LSTA forms of participation agreement, the sale and transfer of the loans by participation is a true sale and the participant acquires a beneficial interest in the loans which are the subject of the participation. [vii]   The lender granting the participation retains record title to the loan or portion of the loan participated to the participant, and therefore, remains liable for the obligations related to such loans under the credit agreement, and retains the right to enforce remedies against the borrower.  There are several critical distinctions between a participation and an assignment.

The most important distinction is that, unlike an assignment, the participant does not become a lender under the facility, and accordingly does not become a party to the credit agreement, does not have contractual privity with the borrower and has no standing to enforce credit agreement breaches against the borrower and related loan parties.  Instead, the participant has a contractual relationship solely with its lender counterparty who retains such direct rights against the borrower.  Since a participant does not become a lender under the credit agreement, any disqualified institution list will not apply to such participant.

Relatedly, participants need not satisfy the elements of an eligible assignee in the credit agreement because such eligibility criteria only applies to a prospective lender, which a participant is not.  Because a participation, unlike an assignment, is not a novation of the credit agreement, it does not require the consent of the borrower or the administrative agent and accordingly the participant’s identity is rarely disclosed to the borrower or the administrative agent.  Notably, unlike assignments, credit agreements typically do not restrict the ability of lenders to enter into participation agreements with the borrower’s affiliates or subsidiaries or with institutions placed on the DQ List by the borrower.  However, some credit agreements do include such a restriction, so market participants should carefully read the transfer provisions in the credit agreement to determine if any restrictions on participations exist.

Also, any obligation to maintain a participant register is typically the sole obligation of the lender granting the participation, and the borrower and the administrative agent have no knowledge of, or obligation to track or record, any participation of a loan interest.

LSTA guidance on DQ structure

The LSTA has provided guidance to the loan market on DQ Lists.  The LSTA recently updated its guidance on “DQ Structure” which seeks to “balance the competing interests of borrowers and sponsors, on the one hand, and lenders/market participants that may be seeking to acquire a borrower’s loans in the secondary market and agents responsible for administering the relevant credit facilities, on the other hand.” [viii]   The LSTA’s DQ Structure contemplates that a borrower must designate disqualified institutions before the closing of the loan and appointment of the administrative agent.  Following the loan’s closing date, the LSTA’s DQ Structure provides that the borrower may add other entities to the DQ list so long as they are competitors or affiliates of competitors.  However, following the closing date of a facility, a borrower may not amend the DQ List to add institutions that are current lenders of record.

In some instances, the borrower may seek to include a general reference such as “and their affiliates” to specific entities on the DQ List.  This broad language is included because oftentimes borrowers will not be aware of all of the affiliates of a competitor at the time of closing of the loan, nor those affiliates of a competitor that may be created after the closing date.  The DQ List may go further and include affiliates of entities on the DQ List that are “readily identifiable by name”.  This broad construct can prove problematic for lenders seeking to assign their loans, as determining what is “readily identifiable” can be subject to differing interpretation and may create potential liability exposure for the administrative agent whose consent is required for such assignment.  Lenders and administrative agents may push back against any such requirements given the difficulties in monitoring or determining whether an entity is an affiliate or, more challengingly, an affiliate that is readily identifiable by name.  Administrative agents also typically include exculpatory language in the credit agreement making clear that the administrative agent has no duty to monitor compliance with any DQ List or have any liability for transfers made to parties on any DQ List.

According to the LSTA DQ Structure and standard market practice, the administrative agent is expressly authorized by the borrower to post the DQ List to the public side of the designated lender platform. [ix]   In posting the DQ List to the lender platform, the lenders are responsible for monitoring the DQ List and complying with any applicable transfer provisions in the credit agreement pertaining to any assignment or participation of their interests.  The administrative agent is not obligated to monitor or inquire as to whether a prospective lender or participant is a disqualified institution.  In addition, the administrative agent bears no responsibility or liability arising out of future assignments or participations made in contravention of the DQ List.

The LSTA Model Credit Agreement Provisions (the “ LSTA MCAP ”) provide for the treatment of transfers in the event that an assignment or participation is made in violation of the DQ List. [x]   The LSTA MCAPS provide that the borrower has the right to terminate the disqualified lender’s loan commitments and repay all outstanding amounts owed to that lender.  Further, the borrower may repurchase or repay loans held by a disqualified lender at the lowest of (i) par, (ii) the market price (assuming there is a mechanism to ascertain the market price), and/or (iii) use the “yank-a-bank” provision and require the disqualified lender to assign its loans to a third-party lender that is an eligible assignee. [xi]   The LSTA MCAPS provide further that a disqualified lender is not permitted to receive reports, information, and other disseminated materials to lenders, nor shall such disqualified lender be permitted to access the lender site, attend lender meetings, or receive confidential information from the administrative agent.  Most notably, under the LSTA MCAPS, a disqualified lender effectively loses its ability to direct the agent or consent to any amendment, waiver or modification or any action under any loan document, and the LSTA MCAPS provide that in those circumstances, a disqualified lender will be deemed to have consented in the same proportion as the other lenders or issuing banks with respect to such matter.  Furthermore, the LSTA MCAPS similarly provide that a disqualified lender agrees not to vote on debtor relief plans, and if it does “such vote will be deemed not to be in good faith and shall be “designated” pursuant to Section 1126(e) of the Bankruptcy Code (or any similar provision in any other [debtor relief laws]), and such vote shall not be counted in determining whether the applicable class has accepted or rejected such [debtor relief plan].” [xii]

Practical application

Although a DQ List provides borrowers with a mechanism to exclude competitors and certain borrower perceived problematic institutions from the lender group, it may pose certain practical and operational issues for a syndicate and transaction parties.  An extensive DQ List can impact liquidity by limiting potential assignees of loans, and more so if the DQ List does not expire with a default.  In fact, post-default is when many borrowers would want a DQ List in place to prevent competitors or entities with diverging interests from becoming lenders and interfering with or working against the borrower during a workout scenario.  This logic is reflected in the LSTA DQ Structure, which provides that a DQ List does not automatically expire with a default. [xiii]

The availability and disclosure of the DQ List as a general matter is also an important consideration.  Although borrowers and lenders alike may prefer the DQ List to remain confidential, in the case of lenders, namely, to protect those entities on the list who may be clients of lender banks (and the sensitive relationships they have), disclosure is important in order to ensure compliance.  This is recognized by the LSTA MCAPS, which provide for the posting of the DQ List by the administrative agent on the public side of the lender platform. [xiv]   Deal parties should consider other mechanisms for making the DQ List available to lenders when a platform is not employed to ensure lender compliance and to avoid issues such as unwinding a trade after effectuating an improper assignment to a party on the DQ List.  Given that an administrative agent typically does not have an obligation to monitor or enforce a lender’s compliance with the DQ List, in the absence of disclosure to lenders, inadvertent assignments to parties on the DQ List is a very real possibility.

Parties to a credit agreement should ensure that, if a DQ List is utilized, the credit agreement thoroughly contemplates and provides for how disqualified institutions are treated under the credit agreement.  DQ List related provisions should address the scope of the DQ List, how it is maintained and disseminated, how disqualified institutions are treated for purposes of assignments, voting, consents, amendments and modifications, directing the agent, voting on bankruptcy plans and, importantly, what happens when a loan is assigned to a disqualified institution.  The LSTA DQ Structure and LSTA MCAPS provide a model for addressing these matters, and deal parties would be wise to utilize their suggested approaches when drafting their own provisions.

Lessons from Serta – DQ Lists as a defensive strategy

Negotiating an expansive DQ List can maximize leverage throughout the life of a transaction.  The controversy in Serta dates back to 2020.  Facing liquidity constraints in light of the COVID-19 pandemic, Serta entered into an “uptier” liability management transaction (the “ Transaction ”) with certain lenders (the “ Favored Lenders ”) resulting in certain other lenders (the “ Excluded Lenders ”) having their first-lien debt subordinated to over $1 billion in new superiority loans.  The Excluded Lenders challenged the Transaction, which resulted in protracted litigation in New York federal and state court. [xv]   

On January 23, 2023, Serta filed for bankruptcy in the Southern District of Texas and filed an adversary proceeding against the Excluded Lenders seeking a declaratory judgment from the Court that the Transaction was permitted under the Credit Agreement and did not breach the implied covenant of good faith and fair dealing.  On March 28, 2023, the Court upheld the Transaction but allowed the Excluded Lenders to continue their claim that Serta had violated a convent of “good faith and fair dealing”. [xvi]

On May 15, 2023, Serta asserted that the Excluded Lenders did not have standing to litigate their “good faith and fair dealing” claim because they were on the DQ List.  Serta contended that the Excluded Lenders circumvented the DQ List to buy its debt, while the Excluded Lenders denied this allegation.  In connection with this assertion, Serta’s private equity owner testified that one of the Excluded Lenders was aware that it was contractually barred from buying Serta’s debt but did so anyway.  This testimony contradicted the Excluded Lender’s historical position, and the Court took notice.  In response to such testimony, the Court stated that “I’ve now got a situation where I’ve either got perjury or a problem” and the Judge sought to bring in the Excluded Lender to testify. [xvii]   However, before the Court could make a decision on the merits, the Excluded Lenders and Serta settled outside of Court.

While the Court did not have an opportunity to rule on the merits, it is clear that borrowers and sponsors can use an expansive DQ List defensively.  Even if a lender slips through the cracks and enters a borrower’s capital structure while being on the DQ List, their voting rights may be rescinded or impaired, their standing to enforce claims against the borrower may not be recognized and they may be forced to sell back their loans at par.  Thus, it is important for investors to carefully review credit agreements before entering into trades to avoid DQ List related problems down the road.

Packers – the role of DQ lists in distressed scenarios

Distressed investors are often focused on quick returns, strategically buying up debt of distressed companies on the secondary market for pennies on the dollar with a view towards a quick recovery and hopefully profits on its investment.  A distressed investor’s focus on short term returns, as opposed to the long-term viability of a company, can make them a difficult counterparty in the negotiation of a restructuring of a company’s capital structure.

A DQ List can be a powerful tool for borrowers and sponsors to disqualify distressed investors from owning their portfolio company’s loans.  A good example of this was the 2018 loan to Packers Sanitation Services Inc. (“ PSSI ”).  PSSI is a food-safety company that provides contract sanitation services to slaughterhouses across the country.  In 2022, the Department of Labor began investing PSSI over claims that it employed underage workers to clean meat processing plants.  Following the investigation, in 2023, PSSI paid $1.5 million in penalties to the Department of Labor. [xviii]

After the Department of Labor’s investigation and the resulting fine, PSSI’s debt hit levels that implied distress.  As a result, a distressed investor attempted to amass a position in the PSSI loan facility.  PSSI’s sponsor, however, utilized the DQ List to stop the distressed investor from purchasing PSSI’s debt.  While the distressed investor argued that it qualified for an exemption that made it eligible to purchase the debt, the loan trades were never settled by the administrative agent under the credit agreement as a result of the sponsor’s contention. [xix]  

The sponsor’s use of the DQ List to stop the distressed investor from amassing a position in PSSI exemplifies how a sponsor can use a DQ List to control a potential restructuring of its debt.  After PSSI became embroiled in its child labor scandal, PSSI’s $1.2 billion loan was in distress.  The company’s sponsor utilized the DQ List to stop a distressed investor from having a seat at the table, presumably because it would increase the difficulty of negotiating an efficient restructuring.

While the historical use of a DQ List was to stop competitors from obtaining certain confidential or proprietary information regarding a company’s business and financial condition, use of DQ Lists has since evolved and sponsors and borrowers are more frequently utilizing the DQ List as a tool to stop aggressive or demanding lenders from steering company decision-making and obstructing potential restructurings.  A DQ List holds alternative importance for existing lenders and market participants since such a list may restrict secondary market transfers thereby impacting the liquidity of the loan and restrict or prohibit a lender that is on the DQ List from having the normal rights of a lender under a credit facility, such as enforcement and voting.

Primary loan market participants should be mindful of DQ Lists and related mechanisms when negotiating a credit agreement.  Primarily, parties should note whether a DQ List is extensive, if it is readily available to lenders, if it does not expire with a default and what happens if a loan is assigned to an entity on the DQ List, and ensure that the credit agreement provisions are clear and unambiguous on these points.  Furthermore, secondary loan market participants, both sellers and buyers alike, should be aware of whether a credit facility includes a DQ List, who is on that list and what the consequences are in the event of an assignment to a DQ List entity.  Given the impact a DQ List can have both on the liquidity of a loan and the rights of borrowers and lenders alike, especially in bankruptcy and work-out scenarios, they and their related provisions should not be taken lightly or overlooked when negotiating a credit agreement.  Given the continued importance of DQ Lists to both companies and market participants and an anticipated uptick in default rates, the utilization and implications of such lists will likely become more prominent during the 2024 calendar year.

[i]             .               Jonathan Hemingway, US Leveraged Loan Outlook: Strong Returns, Improved Issuance Likely, PitchBook (Dec. 17, 2023), [Hyperlink]

[ii]            .               Id.

[iii]           .               Id.

[iv]           .               Fitch Wire, Leveraged Loan, High Yield Default Rates to Rise in 2024, Fall in 2025, Fitch Ratings (Dec. 4, 2023),  [Hyperlink]

[v]            .               Form of Assignment Agreement, LSTA (May 4, 2022), [Hyperlink]

[vi]           .               Id.

[vii]           .               Participation Agreement Standard Terms and Conditions, LSTA (July 21, 2023), [Hyperlink]

[viii]          .               DQ Structure, LSTA (June 1, 2022), [Hyperlink]

[ix]           .               Id.

[x]            .               Model Credit Agreement Provisions (MCAPS), LSTA (May 1, 2023), [Hyperlink]

[xi]           .               Id. at 52–53.

[xii]           .               Id.

[xiii]          .               DQ Structure, LSTA (June 1, 2022), [Hyperlink]

[xiv]          .               Model Credit Agreement Provisions (MCAPS), LSTA (May 1, 2023), [Hyperlink]

[xv]           .               CM XXII Ltd. v. Serta Simmons Bedding, LLC, No. 21-CV-3987, 2022 WL 953109 (S.D.N.Y. Mar. 29, 2022).

[xvi]          .               In re Serta Simmons Bedding, LLC, 2023 WL 3855820 (Bankr. S.D. Tex. June 6, 2023).

[xvii]         .               Amelia Pollard and Jeremy Hill, Apollo, Advent Execs Face Legal Peril in Debt-Blacklist Spat, Bloomberg (Mar. 16, 2023), [Hyperlink]

[xviii]         .               Michael Levenson, Food Safety Company Employed More than 100 Children, Labor Officials Say, New York Times (Feb. 17, 2023), [Hyperlink]

[xix]          .               Reshmi Basu and Erin Hudson, Blackstone’s Slaughterhouse Blacklist Puts SVP Trades in Limbo, Bloomberg (Oct. 4, 2023), [Hyperlink]

Editor's Note

This chapter has been written by a member of ICLG's international panel of experts, who has been exclusively appointed for this task as a leading professional in their field by Global Legal Group , ICLG's publisher. ICLG's in-house editorial team carefully reviews and edits each chapter, updated annually, and audits each one for originality, relevance and style, including anti-plagiarism and AI-detection tools.

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Assignment and Assumption: Multiple Assignments of Loans

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Understanding an assignment and assumption agreement

Need to assign your rights and duties under a contract? Learn more about the basics of an assignment and assumption agreement.

Get your assignment of agreement

by   Belle Wong, J.D.

Belle Wong, is a freelance writer specializing in small business, personal finance, banking, and tech/SAAS. She ...

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Updated on: November 24, 2023 · 3 min read

The assignment and assumption agreement

The basics of assignment and assumption, filling in the assignment and assumption agreement.

While every business should try its best to meet its contractual obligations, changes in circumstance can happen that could necessitate transferring your rights and duties under a contract to another party who would be better able to meet those obligations.

If you find yourself in such a situation, and your contract provides for the possibility of assignment, an assignment and assumption agreement can be a good option for preserving your relationship with the party you initially contracted with, while at the same time enabling you to pass on your contractual rights and duties to a third party.

An assignment and assumption agreement is used after a contract is signed, in order to transfer one of the contracting party's rights and obligations to a third party who was not originally a party to the contract. The party making the assignment is called the assignor, while the third party accepting the assignment is known as the assignee.

In order for an assignment and assumption agreement to be valid, the following criteria need to be met:

• The initial contract must provide for the possibility of assignment by one of the initial contracting parties.
• The assignor must agree to assign their rights and duties under the contract to the assignee.
• The assignee must agree to accept, or "assume," those contractual rights and duties.
• The other party to the initial contract must consent to the transfer of rights and obligations to the assignee.

A standard assignment and assumption contract is often a good starting point if you need to enter into an assignment and assumption agreement. However, for more complex situations, such as an assignment and amendment agreement in which several of the initial contract terms will be modified, or where only some, but not all, rights and duties will be assigned, it's a good idea to retain the services of an attorney who can help you draft an agreement that will meet all your needs.

When you're ready to enter into an assignment and assumption agreement, it's a good idea to have a firm grasp of the basics of assignment:

• First, carefully read and understand the assignment and assumption provision in the initial contract. Contracts vary widely in their language on this topic, and each contract will have specific criteria that must be met in order for a valid assignment of rights to take place.
• All parties to the agreement should carefully review the document to make sure they each know what they're agreeing to, and to help ensure that all important terms and conditions have been addressed in the agreement.
• Until the agreement is signed by all the parties involved, the assignor will still be obligated for all responsibilities stated in the initial contract. If you are the assignor, you need to ensure that you continue with business as usual until the assignment and assumption agreement has been properly executed.

Unless you're dealing with a complex assignment situation, working with a template often is a good way to begin drafting an assignment and assumption agreement that will meet your needs. Generally speaking, your agreement should include the following information:

• Identification of the existing agreement, including details such as the date it was signed and the parties involved, and the parties' rights to assign under this initial agreement
• The effective date of the assignment and assumption agreement
• Identification of the party making the assignment (the assignor), and a statement of their desire to assign their rights under the initial contract
• Identification of the third party accepting the assignment (the assignee), and a statement of their acceptance of the assignment
• Identification of the other initial party to the contract, and a statement of their consent to the assignment and assumption agreement
• A section stating that the initial contract is continued; meaning, that, other than the change to the parties involved, all terms and conditions in the original contract stay the same

In addition to these sections that are specific to an assignment and assumption agreement, your contract should also include standard contract language, such as clauses about indemnification, future amendments, and governing law.

Sometimes circumstances change, and as a business owner you may find yourself needing to assign your rights and duties under a contract to another party. A properly drafted assignment and assumption agreement can help you make the transfer smoothly while, at the same time, preserving the cordiality of your initial business relationship under the original contract.

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• < Previous

Appendix 4 LSTA Assignment and Assumption

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