Security Assignment Agreement for the United States

Security Assignment Agreement Template for United States

A Security Assignment Agreement is a legal document used in the United States to transfer security interests in assets from one party to another. Governed by Article 9 of the Uniform Commercial Code and state-specific security interest laws, this agreement enables the transfer of rights in collateral while maintaining the security's effectiveness. It includes detailed provisions for the assignment of rights, obligations, and enforcement mechanisms, along with necessary representations and warranties to ensure the validity of the transfer.

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What is a Security Assignment Agreement?

The Security Assignment Agreement is a crucial document in secured financing transactions within the United States. It becomes necessary when a secured party wishes to transfer its security interests to another party, such as in loan portfolio sales, securitizations, or corporate restructurings. The agreement must comply with UCC Article 9 requirements and applicable state laws to ensure the assigned security interest remains properly perfected and enforceable. It typically includes detailed descriptions of the assigned security interests, representations about their validity, and mechanisms for their transfer and enforcement.

What sections should be included in a Security Assignment Agreement?

1. Parties: Identification of assignor and assignee with full legal details

2. Background: Context of the security assignment and underlying obligations

3. Definitions: Key terms used throughout the agreement

4. Assignment: Core provisions detailing the security interest being assigned

5. Representations and Warranties: Standard assurances from assignor regarding ownership and right to assign

6. Covenants: Ongoing obligations of the parties

7. Enforcement: Rights and remedies upon default

8. Governing Law: Applicable jurisdiction and choice of law

What sections are optional to include in a Security Assignment Agreement?

1. Further Assurance: Additional actions parties may need to take - used in complex transactions requiring ongoing cooperation

2. Security Trustee Provisions: Provisions relating to security trustee arrangements - used when security is held on trust for multiple beneficiaries

3. Intercreditor Provisions: Provisions governing relationship between different creditors - used when multiple secured parties are involved

What schedules should be included in a Security Assignment Agreement?

1. Description of Assigned Rights: Detailed description of security being assigned

2. Form of Notice: Template notices to third parties regarding the assignment

3. Existing Security Interests: List of any pre-existing security interests

4. Required Consents: List of third-party consents required for 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 | Serial Founder & Legal AI Author

Jurisdiction

United States

Publisher

Genie AI

Cost

Free to use
Industries

Uniform Commercial Code (UCC): Primary framework governing secured transactions, particularly Article 9, which covers filing requirements, perfection of security interests, and priority rules for secured transactions

Federal Securities Laws: Key federal legislation including Securities Act of 1933, Securities Exchange Act of 1934, and Investment Company Act of 1940, along with relevant SEC regulations

State-Specific Security Interest Laws: State variations of UCC implementation, including specific filing requirements and state registration procedures for security interests

Bankruptcy Code: Federal bankruptcy laws affecting security interests, including automatic stay provisions, perfection requirements, and priority rules in bankruptcy proceedings

Federal and State Tax Laws: Tax implications and considerations for security assignments, including transfer tax requirements at both federal and state levels

Anti-Assignment Laws: Federal and state restrictions on assignment of certain rights, interests, and obligations, including regulatory limitations

Consumer Protection Laws: Regulations protecting consumer interests in security transactions, including Fair Credit Reporting Act and Truth in Lending Act

Property Laws: State and federal laws governing property rights and assignments, particularly for transactions involving real property and recording requirements

Contract Law: Fundamental principles governing contract formation, consideration requirements, and enforceability of security assignment agreements

Financial Industry Regulations: Industry-specific regulations including Dodd-Frank Act provisions, banking regulations, and FINRA rules affecting security assignments

Teams

Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks,  Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination,  Severance Pay, Governing Law, Entire Agreemen

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