The Assignment Of Security Agreement is a crucial document in Canadian secured lending transactions, used when a secured party wishes to transfer its security interests to another party. This document is commonly employed in scenarios such as loan portfolio sales, business restructuring, securitization transactions, or when lenders wish to dispose of their security positions. The agreement must comply with provincial Personal Property Security Acts (PPSA) in all provinces except Quebec, where the Civil Code governs such transfers. It includes essential details about the original security agreement, the rights being assigned, the secured obligations, and the underlying collateral. The document must address registration requirements, perfect the assignment under applicable law, and maintain the priority position of the security interest. Key considerations include obtaining necessary consents, providing proper notices, and ensuring compliance with both federal and provincial regulatory requirements.
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1. Parties: Identifies the Assignor (current holder of security interest), Assignee (party receiving the security interest), and Original Debtor (from original security agreement)
2. Background: Recitals explaining the original security agreement, reason for assignment, and any relevant context
3. Definitions: Defines key terms including Original Security Agreement, Assigned Rights, Secured Obligations, and Collateral
4. Assignment: Core provision transferring all rights, title, and interest in the security agreement from Assignor to Assignee
5. Consideration: States the consideration being paid for the assignment
6. Assignor's Representations and Warranties: Assignor's confirmations regarding ownership, right to assign, and status of security interest
7. Further Assurances: Obligations to execute additional documents and take necessary steps to perfect the assignment
8. Notice and Acknowledgment: Provisions regarding notification to the Original Debtor and any requirements for acknowledgment
9. Governing Law: Specifies applicable Canadian province and laws governing the assignment
10. Execution: Signature blocks and execution requirements
1. Partial Assignment: Include when only certain rights or portions of the security interest are being assigned
2. Consent Requirements: Include when Original Security Agreement requires consent for assignment
3. Registration and Filing: Include when specific PPSA or other registry filings are required
4. Priority Arrangements: Include when there are other security interest holders requiring priority provisions
5. Costs and Expenses: Include when there's a need to specify responsibility for assignment-related costs
6. Indemnification: Include when specific indemnities are required beyond standard representations
7. Successors and Assigns: Include when further assignment rights need to be addressed
8. Currency Provisions: Include for cross-border assignments or when multiple currencies are involved
1. Original Security Agreement: Copy of the complete security agreement being assigned
2. Collateral Description: Detailed description of the secured assets covered by the assignment
3. Existing Registrations: List of PPSA and other registrations relating to the security interest
4. Required Consents: Copies of any required consents from Original Debtor or other parties
5. Assignment Consideration: Details of payment or other consideration if too complex for main agreement
6. Related Security Documents: List and/or copies of related security documents included in assignment
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