The Assignment Of Security Agreement is a crucial document in German financial and commercial transactions where existing security interests need to be transferred between parties. It is commonly used in situations such as loan portfolio transfers, refinancing transactions, or corporate restructurings where security interests need to be assigned to new creditors or security holders. The document must comply with German law requirements, particularly the provisions of the German Civil Code (BGB) regarding assignments (脗搂 398 et seq.) and security interests. It includes detailed provisions about the security being transferred, the mechanics of assignment, necessary notifications to relevant parties, and steps required to perfect the assignment. The agreement is particularly important in ensuring that security interests remain valid and enforceable following their transfer, and that all necessary formalities under German law are observed.
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1. Parties: Identification of the Assignor (current holder of the security interest), the Assignee (recipient of the security interest), and other relevant parties such as the Original Debtor
2. Background: Context of the original security agreement, reason for assignment, and reference to the underlying secured obligations
3. Definitions: Definitions of key terms including 'Security Agreement', 'Secured Obligations', 'Collateral', and other relevant terms
4. Assignment: Core provision effecting the transfer of rights under the security agreement from Assignor to Assignee
5. Consideration: Details of any payment or other consideration for the assignment
6. Representations and Warranties: Assignor's confirmations regarding ownership, authority, validity of security interest, and absence of encumbrances
7. Perfection Requirements: Steps required to perfect the assignment including notifications, registrations, or filings
8. Costs and Expenses: Allocation of costs related to the assignment and perfection requirements
9. Governing Law and Jurisdiction: Confirmation of German law as governing law and jurisdiction for disputes
1. Further Assurance: Obligation to take additional steps to perfect or protect the assignment, include when complex security interests are involved
2. Tax Provisions: Specific provisions dealing with tax implications of the assignment, include when significant tax considerations exist
3. Notices: Communication procedures between parties, include in more complex assignments
4. Partial Invalidity: Severability provisions, include when agreement is particularly complex
5. Multiple Assignees: Provisions governing relationship between multiple assignees, include when security interest is being assigned to multiple parties
6. Existing Proceedings: Provisions dealing with ongoing enforcement or legal proceedings, include when relevant proceedings exist
1. Original Security Agreement: Copy of the security agreement being assigned
2. Collateral Description: Detailed description of the collateral covered by the security interest
3. Form of Notice: Template for notices to be sent to relevant parties regarding the assignment
4. Required Consents: Copies of any required third-party consents to the assignment
5. Registration Details: Details of any existing registrations of the security interest
6. Powers of Attorney: Any required powers of attorney for perfecting or enforcing the assigned security interest
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