[{"data":1,"prerenderedAt":522},["ShallowReactive",2],{"document-absolute-assignment-and-transfer-of-loans-D413":3},{"document":4,"label":24,"preview":11,"thumb":25,"description":5,"descriptionCustom":6,"apiDescription":5,"pages":8,"extension":10,"parents":26,"breadcrumb":30,"related":38,"customDescModule":179,"customdescription":6,"mdFm":180,"mdProseHtml":521},{"description":5,"descriptionCustom":6,"label":7,"pages":8,"size":9,"extension":10,"preview":11,"thumb":12,"svgFrame":13,"seoMetadata":14,"parents":15,"keywords":23},"ABSOLUTE ASSIGNMENT AND TRANSFER OF LOANS This Absolute Assignment and Transfer of Loans Agreement (the \"Agreement\") is effective [DATE], BETWEEN: [OPTIONEE OR INITIAL SPECIAL PARTNER NAME] (the \"Assignor\"), a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] AND: [COMPANY NAME] (the \"Limited Partnership\"), a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] AND: [COMPANY NAME] (the \"Managing General Partner\"), a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] WHEREAS pursuant to the Credit Agreement, the Optionee has made certain Loans to the Limited Partnership; WHEREAS the Optionee has ceded, transferred and assigned its right, title and interest in and to the Loans and the right to recover same to the Initial Special Partner, who has accepted and assumed same; WHEREAS for the sum of [AMOUNT] and other good and valid consideration paid by the Limited Partnership to the Assignor, of which the Assignor hereby acknowledges receipt whereof quit, the Assignor now wishes to cede, transfer and assign its right, title and interest in and to the Loans and the right to recover same to the Limited Partnership, who wishes to accept and assume same; WHEREAS the General Partner has hereto intervened to bind itself and to undertake to cause the Limited Partnership to perform its obligations as hereinafter set forth; NOW, THEREFORE, FOR GOOD AND VALUABLE CONSIDERATION, the sufficiency and receipt of which are hereby acknowledged, the parties hereto have agreed as follows: INTERPRETATION Definitions The capitalized words and expressions used in this Agreement, in its Schedules or in any document supplemental or ancillary hereto, unless there be something in the subject or the context inconsistent therewith, shall have the meanings ascribed to them in Schedule [SPECIFY], or if not defined therein shall have the meanings ascribed to them in the Credit Agreement or the Option Agreement (as the case may be). \"Agreement\" means this Absolute Assignment and Transfer of Loans including all schedules attached hereto, all of which are incorporated herein by reference and form part hereof and all amendments and supplements hereto and the terms \"herein\", \"hereof\", \"hereto\", \"hereunder\", and like terms refer to this Agreement. \"Credit Agreement\" means that certain credit agreement for the principal amount of [COUNTRY] [AMOUNT] dated as of [DATE] between the Limited Partnership as borrower and the Optionee as lender, as same may be amended, restated or supplemented from time to time. \"Option Agreement\" means that certain Option to Acquire Partnership Interests dated as of [DATE] between the Limited Partnership, the Managing General Partner and the Optionee, as same may be amended, restated or supplemented from time to time. \"Optionee\" Means [SPECIFY] or its permitted assignee pursuant to the Option or the [SPECIFY] Shareholders Agreement. General Interpretation Unless there be something in the subject or the context inconsistent therewith, words importing the singular only shall include the plural and vice versa, words importing the masculine gender shall include the feminine gender and vice versa, and all references to currency shall mean [COUNTRY] currency. Division into Articles The division of this Agreement into Articles, Sections, subsections, paragraphs and subparagraphs and the insertion of titles are for convenience of reference only and do not affect the meaning or the interpretation of this Agreement. Governing Law This Agreement and the interpretation and enforcement thereof shall be governed by and in accordance with the [YOUR COUNTRY LAW] of the Province of [STATE/PROVINCE] and the federal [YOUR COUNTRY LAW] of [COUNTRY] applicable therein. ASSIGNMENT OF LOANS Assignment In consideration of the acquisition by the Assignor of the Optioned Interests under the terms of the Option Agreement, the Assignor does effective as of and from [the Effective Exercise Date] OR [the Default Exercise Date] OR [the Effective Call Date] OR [the Default Call Date] absolutely transfer, assign and make over unto the Limited Partnership, hereto present and accepting the same, all of the Assignor's right, title and interest in the Loans accruing or growing due and outstanding as at [the Effective Exercise Date] OR [the Default Exercise Date] OR [the Effective Call Date] OR [the Default Call Date] to the Assignor, pursuant to the Credit Agreement, and the Assignor effective as of and from [the Effective Exercise Date] OR [the Default Exercise Date] OR [the Effective Call Date] OR [the Default Call Date] further assigns and transfers unto the Limited Partnership all deeds, documents, writings, papers, books of account and other books relating to or being records of the Loans or by which the Loans are or may hereafter be secured, evidenced, acknowledged or made payable (the whole hereinafter referred to as the \"Documents\"). CONDITIONS OF ASSIGNMENT The present absolute transfer and assignment is made subject to the following terms, clauses and conditions, all of which are essential hereto: Additional Assignment The present assignment is given in addition to and not in substitution for any similar assignment heretofore given to and still held by the Limited Partnership and in particular any and all assignments made or contemplated by the Option Agreement. Collection of the Loans The Limited Partnership shall, as the absolute assignee thereof, be absolutely entitled to collect, demand, sue for, enforce, recover and receive the Loans and give valid and binding receipts and discharges therefore and in respect thereof, the whole without regard to the state of accounts between the Assignor and the Limited Partnership. Documents The Assignor has delivered to the Limited Partnership for the purposes hereof the Documents referred to hereinabove. No Warranty The sales, assignments, cessions and transfers made under the terms hereof are without any other warranty whatsoever, whether legal or contractual, the Limited Partnership accepting the Loans and Documents at its own risk. No Further Representations",null,"Absolute Assignment and Transfer of Loans","6",70,"doc","https://templates.business-in-a-box.com/imgs/1000px/absolute-assignment-and-transfer-of-loans-D413.png","https://templates.business-in-a-box.com/imgs/250px/413.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#413.xml",{"title":6,"description":6},[16,19,22],{"label":17,"url":18},"Finance & Accounting","/templates/finance-accounting/",{"label":20,"url":21},"Business Loans","/templates/business-loan/",{"label":20,"url":21},"absolute assignment transfer loans","Absolute Assignment and Transfer of Loans Template","https://templates.business-in-a-box.com/imgs/400px/413.png",[27,16,19,22],{"label":28,"url":29},"Templates","/templates/",[31,32,35],{"label":28,"url":29},{"label":33,"url":34},"Legal Agreements","/templates/business-legal-agreements/",{"label":36,"url":37},"Loans & Promissory Notes","/templates/loans-and-promissory-notes/",[39,43,47,51,55,59,63,67,71,75,79,83,87,104,123,137,151,165],{"label":40,"url":41,"thumb":42,"extension":10},"Agreement of Absolute Transfer and Assignment","/template/agreement-of-absolute-transfer-and-assignment-D933","https://templates.business-in-a-box.com/imgs/250px/933.png",{"label":44,"url":45,"thumb":46,"extension":10},"Agreement of Absolute Transfer and Assignment of Accounts Receivable","/template/agreement-of-absolute-transfer-and-assignment-of-accounts-receivable-D177","https://templates.business-in-a-box.com/imgs/250px/177.png",{"label":48,"url":49,"thumb":50,"extension":10},"Assignment and Transfer of Stock Certificate","/template/assignment-and-transfer-of-stock-certificate-D323","https://templates.business-in-a-box.com/imgs/250px/323.png",{"label":52,"url":53,"thumb":54,"extension":10},"Transfer Policy","/template/transfer-policy-D13435","https://templates.business-in-a-box.com/imgs/250px/13435.png",{"label":56,"url":57,"thumb":58,"extension":10},"Agreement of Sale, Transfer & Assignment of Accounts Receivable","/template/agreement-of-sale-transfer-assignment-of-accounts-receivable-D934","https://templates.business-in-a-box.com/imgs/250px/934.png",{"label":60,"url":61,"thumb":62,"extension":10},"Understanding Small Business Loans","/template/understanding-small-business-loans-D12933","https://templates.business-in-a-box.com/imgs/250px/12933.png",{"label":64,"url":65,"thumb":66,"extension":10},"Assignment","/template/assignment-D942","https://templates.business-in-a-box.com/imgs/250px/942.png",{"label":68,"url":69,"thumb":70,"extension":10},"Agreement of Transfer","/template/agreement-of-transfer-D935","https://templates.business-in-a-box.com/imgs/250px/935.png",{"label":72,"url":73,"thumb":74,"extension":10},"Assignment of Money Due","/template/assignment-of-money-due-D387","https://templates.business-in-a-box.com/imgs/250px/387.png",{"label":76,"url":77,"thumb":78,"extension":10},"Assignment Agreement","/template/assignment-agreement-D12542","https://templates.business-in-a-box.com/imgs/250px/12542.png",{"label":80,"url":81,"thumb":82,"extension":10},"Assignment for Deed","/template/assignment-for-deed-D974","https://templates.business-in-a-box.com/imgs/250px/974.png",{"label":84,"url":85,"thumb":86,"extension":10},"Assignment of Copyright","/template/assignment-of-copyright-D755","https://templates.business-in-a-box.com/imgs/250px/755.png",{"description":88,"descriptionCustom":6,"label":89,"pages":8,"size":90,"extension":10,"preview":91,"thumb":92,"svgFrame":93,"seoMetadata":94,"parents":96,"keywords":95,"url":103},"ASSUMPTION AGREEMENT This Assumption Agreement (the \"Agreement\") is effective [DATE], BETWEEN: [NAME OF THE ORIGINAL BORROWER], (the \"Original Borrower\"), an individual with his main address located at OR a Company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] AND: [NAME OF THE NEW BORROWER], (the \"New Borrower\"), an individual with his main address located at OR a Company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] AND: [NAME OF THE LENDER], (the \"New Lender\"), an individual with his main address located at OR a Company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] WHEREAS, the Original Borrower obtained a mortgage loan (\"Loan\") from [SPECIFY LENDER] (the \"Lender\"), which Loan is secured by the Property [DETAILS OF PROPERTY] (\"Mortgaged Property\"); WHEREAS, the Original Borrower executed a promissory note evidencing the Loan, dated [DATE], in the original principal amount of [PRINCIPAL AMOUNT], payable to the Lender (\"Note\"), and [SPECIFY AGREEMENT] (\"Loan Agreement\") further setting forth the terms of the Loan; WHEREAS, the Original Borrower has transferred or has agreed to transfer all of its right, title, and interest in and to the Mortgaged Property to the New Borrower, and the New Borrower has agreed to assume all of the Original Borrower's rights, obligations, and liabilities created or arising under certain of the Original Loan Agreements; NOW THEREFORE in consideration and as a condition of the Original Borrower, the New Borrower and Lender entering into this Agreement and other valuable considerations, the receipt and sufficiency of which consideration is acknowledged, the Parties agree as follows: ASSUMPTION OF OBLIGATION The New Borrower covenants, promises, and agrees that they will unconditionally assume and be bound by all terms, provisions, and covenants of the [SPECIFY LOAN AGREEMENTS] as if the New Borrower had been the original maker of the Note and Security Instrument. The New Borrower will pay all sums to be paid and perform each and every obligation to be paid or performed by the Original Borrower under and in accordance with the terms and conditions of the Note, Security Instrument, the Loan Agreement and all other Original Loan Agreements assumed by the New Borrower. Notwithstanding the foregoing, however, the New Borrower and the Lender will enter into an Amendment to the Loan Agreement to modify certain terms of the Loan Agreement. ASSUMPTION The New Borrower hereby assumes and agrees to pay all sums due or to become due or owing under the Note, the Security Deed and the other Loan Documents and shall hereafter faithfully perform all of the Original Borrower's obligations under and be bound by all of the provisions of the Loan Documents and assumes all liabilities of the Original Borrower under the Loan Documents as if the New Borrower were an original signatory thereto. The execution of this Assumption Agreement by the New Borrower shall be deemed its execution of the Note, the Security Deed and the other Loan Documents. RELEASE OF ORIGINAL BORROWER The Lender hereby releases on the Effective Date, the Original Borrower from liability under the Loan Documents, other than this Assumption Agreement. MODIFICATION OF [LOAN DOCUMENTS] The Parties in this Agreement agree that the provisions of the [SPECIFY THE LOAN DOCUMENTS AND AGREEMENTS] are modified as set forth in EXHIBIT A to this Assumption Agreement. The New Borrower will execute, acknowledge, and deliver such other documents as the Lender may require documenting the Assumption and to implement the provisions of this Agreement more fully. The failure of the New Borrower to comply with the additional obligations contained in this section will constitute an Event of Default under the Security Instrument, and the Lender will be entitled to exercise all remedies available to it under the terms of the Loan Documents. NEW GUARANTOR On the date of execution of this Agreement, the New Borrower will cause the New Guarantor to execute and deliver to the New Lender the current form of Guaranty (\"Guaranty\") under which the New Guarantor guarantees the full and punctual payment and performance, when due, of certain obligations of the New Borrower in connection with the Loan, as more fully set forth in the Guaranty. The Lender releases the Original Guarantor from all liability under the terms and provisions of the Original Guaranty. If the Lender's release of the Original Borrower is canceled in whole, the release of the Original Guarantor will be correspondingly canceled. EXPENSES","Assumption Agreement",513,"https://templates.business-in-a-box.com/imgs/1000px/assumption-agreement-D13247.png","https://templates.business-in-a-box.com/imgs/250px/13247.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#13247.xml",{"title":95,"description":6},"assumption agreement",[97,100],{"label":98,"url":99},"Business Plan Kit","business-plan-kit",{"label":101,"url":102},"Starting a Business","starting-a-business","/template/assumption-agreement-D13247",{"description":105,"descriptionCustom":6,"label":106,"pages":107,"size":108,"extension":10,"preview":109,"thumb":110,"svgFrame":111,"seoMetadata":112,"parents":113,"keywords":121,"url":122},"PROMISSORY NOTE This Promissory Note (the \"Note\") is made and effective the [DATE], BETWEEN: [LENDER NAME] (the \"Lender\"), an individual with his main address located at OR a corporation organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] AND: [YOUR COMPANY NAME] (the \"Borrower\"), a corporation organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [YOUR COMPLETE ADDRESS] TERMS FOR VALUE RECEIVED, the Borrower promises to pay to the order of Lender, at its principal office located at [ADDRESS], or at such other place that is designated in writing by the holder hereof, the principal sum of [AMOUNT], together with all charges and interest herein provided, payable at the rate and in the manner hereinafter set forth: Borrower shall make monthly payments of principal and interest at the rate of [%] per annum based upon an amortization of [NUMBER] months. Monthly payments shall be due on or before the first day of each month with the first payment being due on or before [DATE]. If not sooner paid, all amounts due under this Note, including principal, interest and other charges shall be due and payable in full on or before the first day of [MONTH], [YEAR] (the \"Maturity Date\"). Time is of the essence of the payment obligations hereunder and each monthly payment shall be due and payable on or before the first day of each month. This Note is and will be secured by a certain first priority security interest in all of the tangible and intangible property of the Borrower, to be recorded in all applicable governmental offices. The parties shall execute a separate security agreement, in form and substance acceptable to the Lender in all respects. Borrower agrees to execute any such security agreements presented by the Lender or other documents required by the Lender in order to perfect its security interest in the above described property. Said Security Agreement and any other instruments and documents executed in connection with or given as security for this Note shall hereinafter be referred to collectively as the \"Loan Documents.\" All of the terms, covenants, Conditions, representations and warranties contained in the Loan Documents are hereby made part of this Note to the same extent and with the same force and effect as if fully set forth herein. If all or any portion of any payment due hereunder is not received by the Lender within [NUMBER] calendar days after the date when such payment is due, Borrower shall pay a late charge equal to [%] of such payment, such late charge to be immediately due and payable without demand by Lender. Borrower shall have the right to prepay all (but not a portion) of the indebtedness evidenced by this Note at any time, by paying the Lender an amount equal to the sum of (I) the principal balance then outstanding, (ii) all interest accrued to the date of such prepayment, (iii) all interest calculated through the Maturity Date, and (iv) any late charge or charges then due and owing. If any payment under this Note is not paid in full by the [DAY] of any month during the term hereof or if the entire amount due as represented by this Note is not paid in full on or before the Maturity Date, or should default be made in the performance or observation of any of the terms, covenants, or conditions contained in the Loan Documents, or if any representation or warranty contained in the Loan Documents is breached or is or becomes untrue, this Note shall be in default, and the entire principal amount outstanding hereunder, accrued interest thereon, all late charges, if any, and any and all other charges due hereunder, shall, at Lender's option, immediately become due and payable, without further notice, the giving of such notice being expressly waived by the Borrower","Promissory Note","3",39,"https://templates.business-in-a-box.com/imgs/1000px/promissory-note-D434.png","https://templates.business-in-a-box.com/imgs/250px/434.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#434.xml",{"title":6,"description":6},[114,116,118],{"label":17,"url":115},"finance-accounting",{"label":20,"url":117},"business-loan",{"label":119,"url":120},"Promissory Notes","promisory-note","promissory note","/template/promissory-note-D434",{"description":124,"descriptionCustom":6,"label":125,"pages":8,"size":90,"extension":10,"preview":126,"thumb":127,"svgFrame":128,"seoMetadata":129,"parents":131,"keywords":135,"url":136},"SERVICE AGREEMENT This SERVICE AGREEMENT (\"Agreement\") is effective [DATE], BETWEEN: [COMPANY NAME] (the \"Contractor\"), a company organized and existing under the laws of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] AND: [COMPANY NAME] (the \"Customer\"), a company organized and existing under the laws of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] (The Contractor and the Customer shall be individually referred to as a \"Party\" and collectively referred to as the \"Parties\", as the context may require). WHEREAS A. Contractor has experience and expertise in [DESCRIBE EXPERIENCE AND SERVICE]. B. Customer desires to have Contractor provide services for them. C. Contractor desires to provide services to Customer on the terms and conditions set forth herein (the \"Services\"). NOW THEREFORE, in consideration of the above recitals, the representations, warranties, and agreements contained in this Agreement and for other good and valuable consideration, the receipt and adequacy of which are now acknowledged, the Parties agree as follows: SERVICES PROVIDED Beginning on upon agreement to this contract, [CONTRACTOR] will provide to [CUSTOMER] the following service (collectively, the /Services\"): Description of the project: [DESCRIBE THE SERVICE REQUIRED]. SCOPE OF WORK Contractor agrees to provide Services pursuant to the Scope of Work set forth in Exhibit A attached hereto (the \"Scope of Work\"). TERM Unless both parties mutually agree on an extension, this contract will automatically terminate on [SPECIFY]. PERFORMANCE The parties agree to do everything possible to ensure that the terms of this Agreement take effect. PAYMENT FOR SERVICES In exchange for the Services rendered, a payment of [SPECIFY] will be made to the Contractor upon completion of the scheduled Services described in this Contract. If an invoice is not paid on the due date, interest will be added to the current balance. These amounts shall be payable, and the Customer shall pay all overdue amounts at the lesser of [SPECIFY] per cent per annum or the maximum percentage permitted by applicable law. Or Customer will pay Contractor as follows: [SPECIFY]. DELIVERY OF SERVICES The Contractor will exercise due diligence in the provision of services. However, the Customer acknowledges that the indicated delivery times and other payment milestones listed in Scope of Work are estimates and do not constitute final delivery dates. SECURITY The Contractor must make reasonable security arrangement to protect Material from unauthorized access, collection, use, alteration or disposal. OWNERSHIP RIGHT The Customer shall hold the copyright for the agreed version of the Services as delivered, and the Customer's copyright notice may be displayed in the final version. All works, ideas, discoveries, inventions, patents, products or other information that may be protected by copyright (collectively, the \"Work Product\" developed in whole or in part by the Contractor in connection with the Services, shall be the exclusive property of the Customer. Upon request, the Contractor shall execute all documents necessary to confirm or perfect the exclusive ownership of the Customer's \"Work Product\". The Contractor retains exclusive rights to pre-existing materials used in the Customer's projects. The Customer shall not have the right to reuse, resell or otherwise transfer material belonging to the contractor or third parties. The Contractor reserves the right to use the finished public product as an example of a product. RETURN OF PROPERTY Upon the expiry or termination of this Agreement, the Contractor will return to the Customer any property, documentation, records or Confidential Information which is the property of the Customer. COMPENSATION For all services rendered by the Contractor under this Agreement, the Customer shall indemnify the Contractor. In the event that the Customer fails to make any of the payments mentioned, the Contractor shall have the right, but shall not be obliged, to exercise any of the following remedies: ","Service Agreement","https://templates.business-in-a-box.com/imgs/1000px/service-agreement-D12711.png","https://templates.business-in-a-box.com/imgs/250px/12711.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#12711.xml",{"title":130,"description":6},"service agreement",[132,134],{"label":33,"url":133},"business-legal-agreements",{"label":33,"url":133},"loan agreement","/template/loan-agreement-D12711",{"description":138,"descriptionCustom":6,"label":139,"pages":140,"size":141,"extension":10,"preview":142,"thumb":143,"svgFrame":144,"seoMetadata":145,"parents":146,"keywords":149,"url":150},"SECURITY AGREEMENT This Security Agreement (the \"Agreement\") is made and effective [DATE], BETWEEN: [SECURED PARTY NAME] (the \" Secured Party\"), a corporation organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] AND: [YOUR COMPANY NAME] (the \"Debtor\"), a corporation organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [YOUR COMPLETE ADDRESS] For value received, the undersigned Debtor, promises to pay to the order of [name], together with any other holder of this note (\"Secured Party\"), [amount], with interest at the rate of [%] per annum. Payment shall be made in successive equal monthly installments of [amount]. Each such Installment is payable on the [day] of each month, commencing on [date]. Recitals WHEREAS, the Secured Party has extended to the Debtor a certain loan as evidenced by a certain promissory note, in the original principal amount equal to [amount] dated on even date herewith (the \"Note\"); and WHEREAS, the Debtor wishes to grant a first priority security interest in and to all of the Debtor's tangible and intangible personal property pursuant to the terms hereof; NOW, THEREFORE, for and in consideration of the foregoing and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, and intending to be legally bound hereby, the parties hereto covenant and agree as follows: DEFINITIONS The following terms shall have the meanings herein specified unless the context otherwise requires. Such definitions shall be equally applicable to the singular and plural forms of the terms defined: \"Contracts\" shall mean all contracts between the Debtor and one or more additional parties. \"Contract Rights\" shall mean all rights of the Debtor (including, without limitation, all rights to payment) under each Contract. \"Copyrights\" shall mean any [country] copyright to which the Debtor now or hereafter has title, as well as any application for a [country] copyright hereafter made by the Debtor. \"Equipment\" shall mean any \"equipment,\" as such term is defined in the [law or code] as in effect on the date hereof in the State of [state/province], now or hereafter owned by Debtor and, in any event, shall include, but shall not be limited to, all machinery, equipment, furnishings, fixtures and vehicles now or hereafter owned by the Debtor and any and all additions, substitutions and replacements of, any of the foregoing, wherever located, together with all attachments, components, parts, equipment and accessories installed thereon or affixed thereto. \"General Intangibles\" shall have the meaning assigned that term under the [LAW OR CODE] as in effect on the date hereof in the State of [state/province]. \"Goods\" shall have the meaning assigned that term under the [LAW OR CODE] as in effect on the date hereof in the State of [state/province]. \"Inventory\" shall mean all raw materials, workinprocess, and finished inventory of the Debtor of every type or description and all documents of title covering such inventory, and shall specifically include all \"inventory\" as such term is defined in the [law or code] as in effect on the date hereof in the State of [state/province], now or hereafter owned by the Debtor. \"Marks\" shall mean any trademarks and service marks now held or hereafter acquired by the Debtor, which are registered in the [country] Patent and Trademark Office, as well as any unregistered marks used by the Debtor in the [COUNTRY] and trade dress, including logos and/or designs, in connection with which any of these registered or unregistered marks are used. \"Obligations\" shall mean: (i) all indebtedness, obligations and liabilities (including, without limitation, guarantees and other contingent liabilities) of the Debtor to the Secured Party, including but not limited to the Note; (ii) any and all sums advanced by the Secured Party in order to preserve the Collateral or preserve its security interest in the Collateral; and (iii) in the event of any proceeding for the collection or enforcement of any indebtedness, obligations or liabilities of the Debtor referred to in clause (i), after an Event of Default shall have occurred and be continuing, the reasonable expenses of retaking, holding, preparing for sale or lease, selling or otherwise disposing or realizing on the Collateral, or of any exercise by the Collateral Agent of its rights hereunder, together with reasonable attorneys' fees and court costs. \"Patents\" shall mean any [country] patent to which the Debtor now or hereafter has title, as well as any application for a [country] patent now or hereafter made by Debtor. \"Proceeds\" shall have the meaning assigned that term under the [law or code] as in effect in the State of [state/province] on the date hereof or under other relevant law and, in any event, shall include, but not be limited to, (i) any and all proceeds of any insurance, indemnity, warranty or guaranty payable to the Secured Party or the Debtor from time to time with respect to any of the Collateral, (ii) any and all payments (in any form whatsoever) made or due and payable to the Debtor from time to time in connection with any requisition, confiscation, condemnation, seizure or forfeiture of all or any part of the Collateral by any governmental authority and (iii) any and all other amounts from time to time paid or payable under or in connection with any of the Collateral. \"Receivables\" shall mean any \"account\" as such term is defined in the [law or code] as in effect on the date hereof in the State of [STATE/PROVINCE], now or hereafter owned by Debtor and, in any event, shall include, but shall not be limited to, all of the Debtor's rights to payment for goods sold or leased or services performed by the Debtor, whether now in existence or arising from time to time hereafter, including, without limitation, rights evidenced by an account, note, contract, security agreement, or other evidence of indebtedness or security, together with (i) all security pledged, assigned, hypothecated or granted to or held by the Debtor to secure the foregoing; (ii) all of the Debtor's right, title and interest in and to any goods, the sale of which gave rise thereto; (iii) all guarantees, endorsements and indemnifications on, or of, any of the foregoing; (iv) all powers of attorney for the execution of any evidence of indebtedness or security or other writing in connection therewith; (v) all books, records, ledger cards and invoices relating thereto; (vi) all evidences of the filing of financing statements and other statements and the registration of other instruments in connection therewith and amendments thereto, notices to other creditors or secured parties, and certificates from filing or other registration officers; (vii) all credit information, reports and memoranda relating thereto and (viii) all other writings related in any way to the foregoing. GRANT OF SECURITY INTEREST The Debtor does hereby grant to the Secured Party a continuing security interest of first priority in all of the right, title and interest of the Debtor in, to and under all of the following property whether now existing or hereafter created or arising: ","Security Agreement","10",96,"https://templates.business-in-a-box.com/imgs/1000px/security-agreement-D915.png","https://templates.business-in-a-box.com/imgs/250px/915.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#915.xml",{"title":6,"description":6},[147,148],{"label":33,"url":133},{"label":33,"url":133},"security agreement","/template/security-agreement-D915",{"description":152,"descriptionCustom":6,"label":153,"pages":154,"size":155,"extension":10,"preview":156,"thumb":157,"svgFrame":158,"seoMetadata":159,"parents":160,"keywords":163,"url":164},"GUARANTEE AGREEMENT This Guarantee Agreement (the \"Agreement\") is effective [DATE], BETWEEN : [YOUR COMPANY NAME] (the \"Guarantors\"), a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [YOUR COMPLETE ADDRESS] AND : [BORROWER NAME] (the \"Borrower\"), a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] AND : [LENDER NAME] (the \"Lender\"), a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] AND : [DEBENTURE NAME] (the \"Debenture\"), a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] WHEREAS [LENDER] made available, as a loan, the amount of [AMOUNT] to [BORROWER] pursuant to the terms and conditions of a Subscription Agreement entered into between the Lender and the Borrower and to which intervened the Guarantors on [DATE]; any amount will be disburse by [SPECIFY] by the issuance of Debentures, a specimen of which is annexed hereto as [SPECIFY] (the said loans and the issuance of the said debentures, in an aggregate maximum amount of [AMOUNT] plus interests, as same may be amended, supplemented or restated at any time and from time to time, are hereinafter collectively referred to as the \"Debentures\" and individually as a \"Debenture\"); WHEREAS the Guarantors agree to guarantee the obligations of the Corporation under the Debentures for a maximum amount equal to [NUMBER] percent of the amounts owned by the Corporation to [SPECIFY] under the Debentures. NOW THEREFORE, FOR GOOD AND VALUABLE CONSIDERATION, the sufficiency and receipt of which are hereby acknowledged, the parties hereto have agreed as follows: 1. INTERPRETATION General Interpretation Unless there be something in the subject or the context inconsistent therewith, words importing the singular only shall include the plural and vice versa, and words importing the masculine gender shall include the feminine gender, and vice versa. Division into Articles The division of this Guarantee Agreement into Articles, Sections, subsections, paragraphs and subparagraphs and the insertion of titles are for convenience of reference only and do not affect the meaning or the interpretation of the present Guarantee Agreement. Preamble The preamble to this Guarantee Agreement shall form an integral part hereof, as if at length recited herein. 2. GUARANTEE Object of Guarantee The Guarantors bind and oblige themselves solidarily, absolutely and unconditionally with the Borrower for the due and punctual performance of [NUMBER] percent of all of the Borrower's obligations, undertakings and covenants under each one of the Debenture, expressly renouncing to the benefits of division and discussion. The Guarantors undertake to perform such obligations, undertakings and covenants upon the occurrence of an Event of Default (as this expression is defined in each one of the Debenture) under either one of the Debenture, without notice or demand. Nature of Guarantors' Obligations The Guarantors' obligations hereunder are absolute and unconditional, present and continuing, unlimited, constitute a guarantee of payment and performance and not a guarantee of collection and shall remain in full force and effect until the earlier of (i) the performance in full of all of the Borrower's obligations, undertakings and covenants under each one of the Debenture and (ii) [NUMBER] years following the execution hereof. Each one of the Guarantors hereby acknowledges that this guarantee is not attached to the performance of duties. No Release of the Guarantors","Guarantee Agreement","4",64,"https://templates.business-in-a-box.com/imgs/1000px/guarantee-agreement-D5194.png","https://templates.business-in-a-box.com/imgs/250px/5194.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#5194.xml",{"title":6,"description":6},[161,162],{"label":33,"url":133},{"label":33,"url":133},"guarantee agreement","/template/guarantee-agreement-D5194",{"description":166,"descriptionCustom":6,"label":167,"pages":107,"size":90,"extension":10,"preview":168,"thumb":169,"svgFrame":170,"seoMetadata":171,"parents":173,"keywords":172,"url":178},"NON-DISCLOSURE AGREEMENT (NDA) This Non-Disclosure Agreement (the \"Agreement\") is made and effective [DATE], BETWEEN: [YOUR COMPANY NAME] (the \"Disclosing Party\"), a corporation organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [YOUR COMPLETE ADDRESS] AND: [RECEIVING PARTY NAME] (the \"Receiving Party\"), an individual with his main address located at OR a corporation organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] WHEREAS, Receiving Party has been or will be engaged in the performance of work on [DESCRIBE]; and in connection therewith will be given access to certain confidential and proprietary information; and WHEREAS, Receiving Party and Disclosing Party wish to evidence by this Agreement the manner in which said confidential and proprietary material will be treated. NOW, THEREFORE, it is agreed as follows: NON-DISCLOSURE OF CONFIDENTIAL INFORMATION Both Parties understand and agree that each Party may have access to the confidential information of the other party. For the purposes of this Agreement, \"Confidential Information\" means proprietary and confidential information about the Disclosing Party's (or it's suppliers') business or activities. Such information includes all business, financial, technical, and other information marked or designated by such Party as \"confidential\" or \"proprietary.\" Confidential Information also includes information which, by the nature of the circumstances surrounding the disclosure, ought in good faith to be treated as confidential. For the purposes of this Agreement, Confidential Information does not include: Information that is currently in the public domain or that enters the public domain after the signing of this Agreement. Information a Party lawfully receives from a third Party without restriction on disclosure and without breach of a non-disclosure obligation. Information that the Receiving Party knew prior to receiving any Confidential Information from the Disclosing Party. Information that the Receiving Party independently develops without reliance on any Confidential Information from the Disclosing Party. Each Party agrees that it will not disclose to any third Party or use any Confidential Information disclosed to it by the other Party except when expressly permitted in writing by the other Party. Each Party also agrees that it will take all reasonable measures to maintain the confidentiality of all Confidential Information of the other Party in its possession or control. TERM The term of this Agreement is [number] of [years/months] from the date of execution by both Parties. TITLE The Receiving Party agrees that all Confidential Information furnished by the Disclosing Party shall remain the sole property of the Disclosing Party. DISCLAIMER","Non Disclosure Agreement Nda","https://templates.business-in-a-box.com/imgs/1000px/non-disclosure-agreement-nda-D12692.png","https://templates.business-in-a-box.com/imgs/250px/12692.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#12692.xml",{"title":172,"description":6},"non disclosure agreement nda",[174,175],{"label":33,"url":133},{"label":176,"url":177},"Confidentiality Agreements","confidentiality-agreement","/template/non-disclosure-agreement-nda-D12692",false,{"seo":181,"reviewer":192,"legal_disclaimer":196,"quick_facts":197,"at_a_glance":199,"personas":203,"variants":228,"glossary":257,"clauses":291,"how_to_fill":340,"common_mistakes":381,"faqs":406,"industries":434,"comparisons":451,"diy_vs_lawyer":465,"jurisdictions":478,"related_template_ids_curated":499,"schema":509,"classification":510},{"meta_title":182,"meta_description":183,"primary_keyword":184,"secondary_keywords":185},"Absolute Assignment and Transfer of Loans Template | BIB","Free absolute assignment and transfer of loans template in Word. Covers assignor, assignee, loan details, representations, and governing law.","absolute assignment and transfer of loans template",[186,187,188,189,190,191],"loan assignment agreement template","assignment of loan template word","transfer of loan agreement","absolute assignment of debt template","loan transfer agreement free download","debt assignment agreement template",{"name":193,"credential":194,"reviewed_date":195},"Bruno Goulet","CEO, Business in a Box","2026-05-02",true,{"difficulty":198,"legal_review_recommended":196,"signature_required":196,"notarization_required":179},"advanced",{"what_it_is":200,"when_you_need_it":201,"whats_inside":202},"An Absolute Assignment and Transfer of Loans is a legally binding agreement by which a lender (the assignor) unconditionally transfers all rights, title, and interest in one or more loans to a new party (the assignee), permanently and without reservation. This free Word download gives you a structured, attorney-vetted starting point you can edit online and export as PDF to execute with counterparties, notaries, or financial institutions.\n","Use it when a lender sells or transfers a loan portfolio, when a business is acquired and its receivables must move to the buyer, or when a financial institution restructures its balance sheet by offloading loan assets to a third party. It is also required when collateral tied to a loan must follow the loan to its new owner.\n","Identification of the assignor, assignee, and the specific loans being transferred; representations and warranties about the validity of the loans; the consideration paid for the assignment; indemnification obligations; notice requirements to the borrower; and governing law and dispute resolution clauses.\n",[204,208,212,216,220,224],{"title":205,"use_case":206,"icon_asset_id":207},"Banks and credit unions","Selling loan portfolios to secondary-market buyers to free up capital","persona-financial-institution",{"title":209,"use_case":210,"icon_asset_id":211},"Private lenders and debt funds","Acquiring distressed or performing loan assets from originating lenders","persona-private-lender",{"title":213,"use_case":214,"icon_asset_id":215},"Business acquisition attorneys","Transferring receivables and intercompany loans as part of an M&A transaction","persona-attorney",{"title":217,"use_case":218,"icon_asset_id":219},"Commercial real estate investors","Assigning mortgage notes when selling or refinancing a property portfolio","persona-real-estate-investor",{"title":221,"use_case":222,"icon_asset_id":223},"CFOs and finance directors","Restructuring intercompany loan positions across subsidiaries or entities","persona-cfo",{"title":225,"use_case":226,"icon_asset_id":227},"Factoring and asset-based lenders","Formalizing the transfer of receivables-backed loans to a new funding source","persona-factoring-company",[229,233,237,241,245,249,253],{"situation":230,"recommended_template":231,"slug":232},"Transferring a single commercial mortgage note to a new lender","Assignment of Mortgage","assignment-of-mortgage-D1156",{"situation":234,"recommended_template":235,"slug":236},"Selling a portfolio of consumer loans to a debt buyer","Loan Sale and Purchase Agreement","purchase-and-sale-agreement-D13884",{"situation":238,"recommended_template":239,"slug":240},"Transferring intercompany receivables between subsidiaries","Intercompany Loan Assignment Agreement","loan-agreement-D417",{"situation":242,"recommended_template":243,"slug":244},"Partial transfer where assignor retains a participation interest","Loan Participation Agreement","secured-lumpsum-promissory-note-agreement-D13041",{"situation":246,"recommended_template":247,"slug":248},"Pledging a loan as collateral rather than transferring ownership","Collateral Assignment of Loan","collateral-decision_request-for-loan-documents-D414",{"situation":250,"recommended_template":251,"slug":252},"Assigning rights under a promissory note only, not the full loan file","Assignment of Promissory Note","promissory-note-D434",{"situation":254,"recommended_template":255,"slug":256},"Transferring all business contracts and debts as part of a company sale","Assignment and Assumption Agreement","assumption-agreement-D13247",[258,261,264,267,270,273,276,279,282,285,288],{"term":259,"definition":260},"Assignor","The original lender or creditor who transfers their rights and interests in a loan to a new party.",{"term":262,"definition":263},"Assignee","The party receiving the transferred loan rights, who steps into the shoes of the original lender after the assignment.",{"term":265,"definition":266},"Absolute Assignment","An unconditional and permanent transfer of all rights, title, and interest in a loan — the assignor retains no reversionary right or ongoing economic interest.",{"term":268,"definition":269},"Loan Portfolio","A collection of loan agreements held by a single lender, often transferred together under one assignment agreement to a single buyer.",{"term":271,"definition":272},"Representations and Warranties","Statements of fact made by the assignor about the validity, enforceability, and current status of the loans being transferred, on which the assignee relies.",{"term":274,"definition":275},"Notice of Assignment","A formal written notification sent to the borrower informing them that their loan has been transferred to a new creditor and directing future payments accordingly.",{"term":277,"definition":278},"Consideration","The purchase price or other value exchanged by the assignee in return for receiving the loan assets — required for the assignment to be a binding contract.",{"term":280,"definition":281},"Indemnification","A contractual obligation by which one party agrees to compensate the other for losses arising from breaches of representations, undisclosed defects, or third-party claims.",{"term":283,"definition":284},"Perfection of Assignment","The legal steps required to make the assignment enforceable against third parties — typically filing a UCC-1 financing statement in the US or registering the transfer in applicable land or charge registries.",{"term":286,"definition":287},"Non-Recourse Assignment","An assignment in which the assignor makes no guarantee about the borrower's ability to repay — the assignee accepts the credit risk as-is.",{"term":289,"definition":290},"Obligor","The borrower or debtor whose repayment obligations under the original loan are being transferred to the new creditor via the assignment.",[292,297,302,307,311,316,321,326,330,335],{"name":293,"plain_english":294,"sample_language":295,"common_mistake":296},"Parties and Recitals","Identifies the assignor and assignee by their full legal names and entity types, and sets out the background — the existing loan relationship and the parties' intention to transfer it absolutely.","This Absolute Assignment and Transfer of Loans (the 'Agreement') is entered into as of [DATE] by and between [ASSIGNOR LEGAL NAME], a [STATE/PROVINCE] [ENTITY TYPE] ('Assignor'), and [ASSIGNEE LEGAL NAME], a [STATE/PROVINCE] [ENTITY TYPE] ('Assignee'). WHEREAS, Assignor is the holder of those certain loans described in Schedule A attached hereto, and desires to assign and transfer all of its right, title, and interest therein to Assignee on the terms set forth below.","Using a trade name instead of the registered legal entity for either party. A mismatch between the named party and the actual loan-file holder can void the assignment or create a gap in chain-of-title that surfaces during later litigation or sale.",{"name":298,"plain_english":299,"sample_language":300,"common_mistake":301},"Description and Schedule of Loans","Identifies each loan being transferred with enough specificity — loan number, borrower name, outstanding principal, interest rate, maturity date, and collateral — to eliminate ambiguity about what is and is not included.","Assignor hereby assigns to Assignee all loans set forth in Schedule A, including without limitation Loan No. [LOAN NUMBER] in the original principal amount of $[AMOUNT] dated [DATE], made to [BORROWER NAME], bearing interest at [RATE]% per annum, maturing on [MATURITY DATE], and secured by [COLLATERAL DESCRIPTION].","Attaching an incomplete or informal Schedule A — for example, a spreadsheet export that omits collateral descriptions or uses internal codes instead of legal property descriptions. Ambiguous schedules are the single most litigated element of loan transfer disputes.",{"name":303,"plain_english":304,"sample_language":305,"common_mistake":306},"Absolute Transfer and Conveyance","States unequivocally that the transfer is absolute and irrevocable — the assignor conveys all rights, title, and interest in the loans with no retained economic interest or right of reversion.","For good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, Assignor does hereby absolutely, unconditionally, and irrevocably assign, transfer, convey, and set over to Assignee all of Assignor's right, title, and interest in and to the Loans, including all principal, accrued interest, fees, and collateral securing the same, to have and to hold the same unto Assignee, its successors and assigns, forever.","Including language that could be read as a pledge or collateral assignment rather than an absolute transfer. Courts distinguish between absolute assignments and security interests — ambiguous language can cause the transaction to be recharacterized as a secured loan rather than a true sale, with significant tax and regulatory consequences.",{"name":277,"plain_english":308,"sample_language":309,"common_mistake":310},"States the purchase price paid by the assignee for the loan assets and confirms receipt of that consideration by the assignor.","In consideration of the sum of $[PURCHASE PRICE] (the 'Purchase Price'), paid by Assignee to Assignor concurrently with the execution of this Agreement, the receipt and sufficiency of which is hereby acknowledged by Assignor, Assignor agrees to the assignment set forth herein.","Leaving consideration as 'one dollar and other good and valuable consideration' in commercial transactions where a real price is being paid. While nominal consideration can satisfy the legal minimum, it creates tax valuation issues and weakens the 'true sale' analysis for accounting and regulatory purposes.",{"name":312,"plain_english":313,"sample_language":314,"common_mistake":315},"Representations and Warranties of Assignor","Warranties by the assignor that the loans are valid and enforceable, that the assignor has legal authority to transfer them, that no defaults are undisclosed, and that no prior assignments or encumbrances exist.","Assignor represents and warrants to Assignee as of the date hereof that: (a) Assignor is the sole legal and beneficial owner of each Loan, free and clear of all liens and encumbrances; (b) each Loan is a valid and binding obligation of the applicable Obligor, enforceable in accordance with its terms; (c) no event of default has occurred or is continuing under any Loan except as disclosed in Schedule B; and (d) Assignor has full legal authority to execute this Agreement and consummate the transactions contemplated herein.","Omitting a representation that no prior assignments, participations, or security interests encumber the loans being transferred. If an undisclosed prior pledge exists, the assignee may acquire a defective title — with no contractual remedy against the assignor.",{"name":317,"plain_english":318,"sample_language":319,"common_mistake":320},"Notice to Obligors","Obligates the assignor (or the assignee) to send written notice to each borrower informing them of the transfer and directing future payments to the assignee.","Promptly following the execution of this Agreement, Assignor shall deliver to each Obligor a written Notice of Assignment in the form attached hereto as Exhibit 1, directing such Obligor to remit all future payments of principal, interest, and fees to Assignee at [PAYMENT ADDRESS / ACCOUNT DETAILS], effective as of [EFFECTIVE DATE].","Failing to specify who is responsible for sending notice and by what deadline. If neither party sends timely notice, the borrower may continue paying the assignor — creating a commingling-of-funds dispute and potential double-payment liability.",{"name":322,"plain_english":323,"sample_language":324,"common_mistake":325},"Transfer of Collateral and Security Interests","Confirms that all collateral securing the loans — mortgages, pledges, guarantees, UCC filings — is transferred to the assignee as part of the assignment, and sets out the steps to perfect that transfer.","The assignment effected hereby includes, without limitation, all mortgages, deeds of trust, pledges, guarantees, security agreements, UCC financing statements, and other collateral documents securing the Loans. Assignor shall, at Assignee's request and expense, execute and deliver all such further instruments as may be necessary to perfect Assignee's interest in the Collateral, including but not limited to UCC-3 amendment statements and assignments of mortgage to be recorded in [COUNTY / JURISDICTION].","Transferring the loan note but not separately assigning the mortgage or deed of trust. In many jurisdictions, a mortgage does not automatically follow the note unless formally assigned and recorded — leaving the assignee with an unsecured obligation.",{"name":280,"plain_english":327,"sample_language":328,"common_mistake":329},"Sets out each party's obligation to compensate the other for losses arising from their respective breaches of representations, undisclosed liabilities, or third-party claims related to the loans.","Assignor shall indemnify, defend, and hold harmless Assignee and its affiliates, officers, directors, and agents from and against any and all losses, claims, damages, liabilities, and expenses arising out of or relating to (a) any breach of Assignor's representations and warranties herein, (b) any claim by an Obligor or third party arising from acts or omissions of Assignor prior to the Effective Date, or (c) any undisclosed lien or encumbrance on any Loan.","Limiting indemnification to direct damages only and excluding consequential losses. If a borrower successfully defends a collection action based on a pre-assignment defect, the assignee's consequential losses — lost interest, legal fees, collection costs — can far exceed the direct loss.",{"name":331,"plain_english":332,"sample_language":333,"common_mistake":334},"Governing Law and Dispute Resolution","Specifies the jurisdiction whose law governs the agreement and the mechanism — arbitration, mediation, or litigation — for resolving disputes.","This Agreement shall be governed by and construed in accordance with the laws of the State of [STATE], without regard to its conflict-of-laws principles. Any dispute arising out of or relating to this Agreement shall be resolved by binding arbitration administered by [AAA / JAMS] in [CITY, STATE], except that either party may seek injunctive or equitable relief in any court of competent jurisdiction.","Choosing a governing law that conflicts with mandatory consumer-protection or lending regulations in the state where the loans were originated. Several states require that consumer loan assignments comply with local law regardless of the contractual choice-of-law.",{"name":336,"plain_english":337,"sample_language":338,"common_mistake":339},"Entire Agreement and Amendment","Confirms that the written agreement, including all schedules and exhibits, is the complete and exclusive statement of the parties' agreement, superseding all prior negotiations and representations.","This Agreement, together with all Schedules and Exhibits hereto, constitutes the entire agreement of the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, representations, and understandings. This Agreement may not be amended except by a written instrument signed by both parties.","Omitting an integration clause entirely when the transaction was negotiated over email or term sheet. Prior email exchanges containing different representations about loan quality or price can be introduced as contract terms if the written agreement does not explicitly supersede them.",[341,346,351,356,361,366,371,376],{"step":342,"title":343,"description":344,"tip":345},1,"Identify and verify the legal entities","Enter the full registered legal names of both the assignor and assignee — confirm against corporate registry filings or articles of incorporation. Include entity type (LLC, corporation, LP) and state or province of formation.","Pull a current certificate of good standing for both parties before execution — a lapsed entity cannot validly assign or accept loan assets in most jurisdictions.",{"step":347,"title":348,"description":349,"tip":350},2,"Build the loan schedule (Schedule A)","List every loan being transferred with its loan number, original and outstanding principal balance, interest rate, maturity date, borrower legal name, and a full legal description of any collateral. Attach loan agreements and promissory notes as sub-exhibits.","Have a title search or UCC search run on each loan before completing Schedule A — undisclosed prior liens should be disclosed in Schedule B, not buried in the main schedule.",{"step":352,"title":353,"description":354,"tip":355},3,"State the purchase price and payment mechanism","Enter the agreed purchase price in the consideration clause, specify the payment method (wire transfer, escrow, installment), and confirm the account details. If the price is a percentage of outstanding principal, show the calculation.","For tax and accounting purposes, state the actual economic consideration — not a nominal amount. True-sale accounting treatment under ASC 860 requires that the transfer price reflect fair value.",{"step":357,"title":358,"description":359,"tip":360},4,"Complete the representations and warranties","Review each rep and warranty against the actual condition of the loans. Disclose all known defaults, partial payments, bankruptcy filings by borrowers, or prior participations in Schedule B. Do not make a representation you cannot verify.","Request an updated loan-level data tape from the assignor's servicing system the day before closing to catch any changes in loan status between signing the term sheet and execution.",{"step":362,"title":363,"description":364,"tip":365},5,"Prepare and schedule borrower notices","Draft a Notice of Assignment for each borrower — specifying the effective date, the new payment recipient, and updated remittance instructions. Decide whether the assignor or assignee will send notices and set a deadline (typically within 5 business days of closing).","Send borrower notices by certified mail with return receipt, and retain proof of delivery. In regulated lending contexts, a missed or late notice can expose the assignee to a consumer complaint or regulatory action.",{"step":367,"title":368,"description":369,"tip":370},6,"Arrange collateral transfer filings","Identify all UCC financing statements, mortgage assignments, pledge agreements, and guarantee assignments that must be filed or recorded to perfect the assignee's interest. Prepare UCC-3 amendments and mortgage assignment instruments for filing in every relevant jurisdiction.","Record mortgage assignments before the closing wire if possible — recording gaps as short as one day have been used by bankruptcy trustees to challenge the perfection of transfers.",{"step":372,"title":373,"description":374,"tip":375},7,"Execute and date the agreement","Both parties sign on or before the effective date. Ensure authorized signatories have the corporate authority to bind their respective entities — attach board resolutions or officer certificates if the transaction is material.","For large portfolio transfers, use a closing checklist to confirm every Schedule, Exhibit, and ancillary document is executed before funds are released.",{"step":377,"title":378,"description":379,"tip":380},8,"File, record, and deliver executed copies","File UCC-3 amendments in the applicable Secretary of State office, record mortgage assignments with the county recorder, and deliver fully executed originals to both parties. Retain the loan file and original promissory notes with the assignee.","Original wet-ink promissory notes must physically accompany the loan file to the assignee — a copy is not sufficient to enforce negotiable instruments in most jurisdictions.",[382,386,390,394,398,402],{"mistake":383,"why_it_matters":384,"fix":385},"Incomplete or ambiguous loan schedule","If Schedule A does not identify each loan with sufficient specificity — including outstanding balance, collateral, and borrower identity — courts may refuse to enforce the transfer as to the disputed loans.","Attach a full data tape with loan-level detail and confirm each entry against the original loan documents before execution.",{"mistake":387,"why_it_matters":388,"fix":389},"Failing to record the mortgage assignment separately","In most US states, a mortgage does not automatically transfer with the promissory note unless separately assigned and recorded in the county land records. An unrecorded mortgage assignment leaves the assignee holding an unsecured obligation.","Prepare and record a standalone Assignment of Mortgage for each real-property-secured loan concurrent with or immediately after the loan assignment closes.",{"mistake":391,"why_it_matters":392,"fix":393},"No notice sent to borrowers","Without a formal Notice of Assignment, borrowers may continue paying the original lender — creating a commingling dispute and potentially requiring the assignee to pursue double-payment recovery.","Send certified written notices to each borrower within the deadline specified in the agreement, and retain proof of delivery for every notice.",{"mistake":395,"why_it_matters":396,"fix":397},"Using nominal consideration in a commercial portfolio sale","Stating 'one dollar and other good and valuable consideration' on a multi-million-dollar loan sale invites IRS scrutiny, undermines true-sale accounting, and weakens regulatory capital treatment.","State the actual purchase price in the consideration clause and, if price is calculated by formula, include the formula and resulting amount in the executed agreement.",{"mistake":399,"why_it_matters":400,"fix":401},"Omitting representations about undisclosed defaults or prior assignments","If the assignor has already pledged, participated, or partially transferred a loan and does not disclose it, the assignee acquires a defective or encumbered asset with no contractual recourse against the assignor.","Require the assignor to represent explicitly that no prior assignments, participations, or encumbrances exist, and back the representation with a UCC and title search prior to closing.",{"mistake":403,"why_it_matters":404,"fix":405},"No corporate authorization attached at signing","An officer who lacks board authority to approve the transaction can render the assignment voidable — a risk that materializes most often in M&A disputes or insolvency proceedings.","Attach a board resolution or officer's certificate from each party confirming that the signatory is authorized to execute and deliver the agreement on behalf of the entity.",[407,410,413,416,419,422,425,428,431],{"question":408,"answer":409},"What is an absolute assignment and transfer of loans?","An absolute assignment and transfer of loans is a legal agreement by which a lender permanently transfers all of its rights, title, and interest in one or more loans to a new creditor. Unlike a collateral assignment or participation, an absolute assignment is unconditional — the original lender retains no economic interest, right of reversion, or ongoing claim to the loan once the transfer is complete. The assignee steps entirely into the shoes of the original lender from the effective date.\n",{"question":411,"answer":412},"What is the difference between an absolute assignment and a collateral assignment of loans?","An absolute assignment transfers full ownership of the loan to the assignee permanently. A collateral assignment pledges the loan as security for a separate obligation — the lender retains beneficial ownership and the pledge is released if the underlying debt is repaid. The distinction matters significantly for accounting treatment, regulatory capital, and bankruptcy analysis. Courts look at the substance of the transaction, not just its label, to determine which characterization applies.\n",{"question":414,"answer":415},"Does the borrower need to consent to a loan assignment?","In most commercial lending contexts, borrower consent is not required unless the original loan agreement contains an explicit anti-assignment clause. However, the borrower must be notified of the transfer so they can redirect payments. Some consumer lending regulations and certain real-property loan statutes impose additional notice or consent requirements — review the original loan documents and applicable jurisdiction-specific rules before closing.\n",{"question":417,"answer":418},"What collateral filings are needed after a loan assignment?","For loans secured by personal property under a UCC-governed security agreement, the assignee must file a UCC-3 amendment statement naming itself as the new secured party of record. For real-property-secured loans, an Assignment of Mortgage or Assignment of Deed of Trust must be recorded in the county land records where the property is located. Failure to make these filings can leave the assignee's interest unperfected and vulnerable to a subsequent lien or bankruptcy trustee challenge.\n",{"question":420,"answer":421},"What representations should an assignor make about the loans?","At minimum: that the assignor holds legal and beneficial title to each loan free of undisclosed encumbrances; that each loan is valid and enforceable against the borrower; that no undisclosed defaults are occurring; that the assignor has authority to enter the transaction; and that no prior assignments, participations, or pledges encumber the loans. These representations give the assignee a contractual remedy if a loan turns out to be defective post-transfer.\n",{"question":423,"answer":424},"Is an absolute assignment of loans a 'true sale' for accounting purposes?","Whether the transfer qualifies as a true sale under ASC 860 (US GAAP) or IFRS 9 depends on several factors: whether the assignor has surrendered control of the loans, whether recourse to the assignor is limited, and whether the consideration reflects fair value. A transaction structured as an absolute assignment but with full recourse, a retained economic interest, or a repurchase obligation may be recharacterized as a secured borrowing on the assignor's balance sheet. Consult your auditor before relying on sale accounting treatment.\n",{"question":426,"answer":427},"Do I need a lawyer to complete a loan assignment agreement?","For any commercial loan portfolio transfer, legal review is strongly recommended. The interplay between UCC Article 9 perfection requirements, real-property recording rules, regulatory capital treatment, and borrower-notice obligations creates significant legal complexity. A one-size-fits-all template is a useful starting point, but a lawyer familiar with the governing jurisdiction and loan type should review the final document — particularly the representations and collateral transfer provisions — before execution.\n",{"question":429,"answer":430},"What happens if the assignment is not properly perfected?","An unperfected assignment may be voidable by a bankruptcy trustee under the strong-arm clause (11 U.S.C. §544), subordinated to a subsequent perfected lien, or unenforceable against third parties. In practical terms, this means the assignee could lose priority in the collateral to a later creditor or trustee who files first — even if the economic transfer occurred earlier. Timely UCC filing and mortgage recording are the primary defenses against this risk.\n",{"question":432,"answer":433},"Can an assignment of loans be reversed or cancelled?","An absolute assignment is irrevocable once executed — the assignor cannot unilaterally reclaim the loans. Reversal requires a new assignment back to the original lender, supported by fresh consideration, and all collateral filings must be updated accordingly. If the original assignment contained conditions or was procured by fraud or misrepresentation, a court could void it — but this is a litigation remedy, not a contractual one.\n",[435,439,443,447],{"industry":436,"icon_asset_id":437,"specifics":438},"Banking and Financial Services","industry-fintech","Banks use absolute loan assignments to sell non-performing or performing loan portfolios to debt buyers, freeing regulatory capital and cleaning balance sheets under Basel III requirements.",{"industry":440,"icon_asset_id":441,"specifics":442},"Commercial Real Estate","industry-real-estate","Mortgage notes are assigned absolutely when properties are sold, refinanced, or when a lender exits a market — triggering mandatory county recording of the Assignment of Mortgage.",{"industry":444,"icon_asset_id":445,"specifics":446},"Private Equity and Debt Funds","industry-private-equity","Distressed debt funds acquire non-performing loan portfolios via absolute assignment, often in bulk, and require robust Schedule A loan tapes and seller reps to price credit risk accurately.",{"industry":448,"icon_asset_id":449,"specifics":450},"Manufacturing and Corporate Finance","industry-manufacturing","Intercompany loans between parent companies and subsidiaries are absolutely assigned during divestitures, restructurings, or spin-offs to clean up the balance sheet of the entity being separated.",[452,455,458,461],{"vs":243,"vs_template_id":453,"summary":454},"D{LOAN_PARTICIPATION_ID}","A loan participation agreement allows a lender to share the economic risk of a loan with another party while retaining legal ownership and the borrower relationship. An absolute assignment transfers full legal and beneficial ownership — the assignor exits the loan entirely. Participations are used when the originating lender wants to reduce exposure without triggering borrower notification or collateral re-filing obligations.",{"vs":247,"vs_template_id":456,"summary":457},"D{COLLATERAL_ASSIGNMENT_ID}","A collateral assignment pledges the loan as security for a separate debt obligation. Ownership remains with the assignor unless the assignor defaults on the secured obligation. An absolute assignment transfers ownership unconditionally and permanently. Courts and regulators look at the economic substance — not the label — to determine which type of transfer actually occurred.",{"vs":255,"vs_template_id":459,"summary":460},"assignment-and-assumption-agreement-D12675","An assignment and assumption agreement transfers both rights and obligations — the assignee assumes the assignor's contractual duties, including future funding commitments, as well as acquiring the benefits. An absolute loan assignment typically transfers rights only (the right to receive repayment) without assuming ongoing lender obligations unless explicitly stated. Use an assumption agreement when the loan is a revolving facility with future advance obligations.",{"vs":462,"vs_template_id":463,"summary":464},"Promissory Note Endorsement","D{PROMISSORY_NOTE_ID}","Endorsing a promissory note transfers the negotiable instrument itself under UCC Article 3, without a formal assignment agreement. An absolute assignment agreement is a broader document covering the entire loan relationship — including collateral, guarantees, accrued interest, and representations — not just the note. For secured or complex commercial loans, an assignment agreement is more appropriate than a simple endorsement.",{"use_template":466,"template_plus_review":470,"custom_drafted":474},{"best_for":467,"cost":468,"time":469},"Simple single-loan transfers between sophisticated commercial parties with no real-property collateral and no regulatory filing complexity","Free","1–2 hours",{"best_for":471,"cost":472,"time":473},"Small portfolio transfers, intercompany restructurings, or single mortgage note assignments requiring county recording and UCC filing","$500–$1,500","2–5 business days",{"best_for":475,"cost":476,"time":477},"Large or regulated portfolio sales, cross-border loan transfers, transactions requiring true-sale accounting opinions, or consumer loan portfolios subject to CFPB or state licensing rules","$3,000–$15,000+","2–6 weeks",[479,484,489,494],{"code":480,"name":481,"flag_asset_id":482,"note":483},"us","United States","flag-us","Loan assignments involving personal-property collateral must be perfected by filing a UCC-3 amendment with the applicable Secretary of State under UCC Article 9. Real-property-secured loans require a separately recorded Assignment of Mortgage or Assignment of Deed of Trust in the county where the property is located. Consumer loan assignments may trigger CFPB notice requirements and state-specific licensing obligations for the assignee — particularly in California, New York, and Illinois. Bankruptcy remoteness analysis under 11 U.S.C. §544 makes proper perfection critical.",{"code":485,"name":486,"flag_asset_id":487,"note":488},"ca","Canada","flag-ca","Personal property security interests must be assigned and re-registered under the applicable provincial Personal Property Security Act (PPSA) — each province maintains its own registry. Real-property mortgage assignments must be registered in the provincial land title or registry office. In Quebec, the Civil Code governs; a hypothec assignment (rather than a mortgage assignment) must be published in the Register of Personal and Movable Real Rights (RDPRM) or land register as applicable. Borrower notice requirements vary by province and by whether the loan is consumer or commercial.",{"code":490,"name":491,"flag_asset_id":492,"note":493},"uk","United Kingdom","flag-uk","Under the Law of Property Act 1925, a legal assignment of a debt requires written notice to the debtor (borrower) to be effective at law. An equitable assignment is valid without notice but gives the assignee fewer enforcement rights. FCA-regulated mortgage portfolios require the assignee to hold the appropriate FCA permission before taking on the lender role. Secondary loan trading in the UK is also governed by LMA standard documentation and market practice for syndicated facilities.",{"code":495,"name":496,"flag_asset_id":497,"note":498},"eu","European Union","flag-eu","The EU Securitisation Regulation (2017/2402) imposes due diligence, transparency, and risk-retention requirements on certain bulk loan transfers. Member state law governs the formal validity and perfection requirements for individual loan assignments — France requires signification by bailiff or notarial deed for a legal-quality assignment; Germany requires Abtretungsanzeige (notice of assignment) to perfect against the debtor. GDPR applies to the transfer of borrower personal data embedded in loan files — a data processing agreement or legitimate-interest assessment is typically required alongside the loan assignment.",[256,252,500,501,502,503,504,505,244,506,507,508],"loan-agreement-D12711","security-agreement-D915","guarantee-agreement-D5194","non-disclosure-agreement-nda-D12692","bill-of-sale-D1229","purchase-agreement-D12670","demand-for-extension-of-payment-date-D444","certificate-of-corporate-resolution-D3","checklist-customer-due-diligence-D13916",{"emit_how_to":196,"emit_defined_term":196},{"primary_folder":133,"secondary_folder":511,"document_type":512,"industry":513,"business_stage":514,"tags":515,"confidence":520},"loans-and-promissory-notes","agreement","general","all-stages",[516,517,512,518,519],"finance","legal","loan-transfer","assignment",0.95,"\u003Ch2>What is an Absolute Assignment and Transfer of Loans?\u003C/h2>\n\u003Cp>An \u003Cstrong>Absolute Assignment and Transfer of Loans\u003C/strong> is a legally binding agreement by which a lender — the assignor — permanently and unconditionally transfers all of its rights, title, and interest in one or more loans to a new creditor, the assignee. Unlike a participation arrangement or a collateral pledge, an absolute assignment is final: the original lender exits the loan relationship entirely, the assignee steps into the lender's position, and the borrower's repayment obligations flow to the new creditor from the effective date forward. The agreement identifies the specific loans being transferred through a detailed schedule, states the consideration paid, sets out the assignor's representations about the validity of the loans, addresses the transfer of collateral and security interests, and governs how and when borrowers are notified of the change.\u003C/p>\n\u003Ch2>Why You Need This Document\u003C/h2>\n\u003Cp>Without a properly drafted absolute assignment agreement, a loan transfer is legally vulnerable on multiple fronts simultaneously. An undocumented or informally documented transfer can be challenged by a bankruptcy trustee, subordinated to a later-perfected lien, or defeated by a borrower who continued paying the original lender in the absence of proper notice. Representations and warranties from the assignor about loan quality are worthless unless captured in a signed, enforceable agreement — and without them, the assignee has no contractual remedy when a purchased loan turns out to carry an undisclosed default or prior encumbrance. Collateral that is not separately assigned and recorded — mortgages, UCC filings, guarantees — does not automatically follow the loan in most jurisdictions, leaving the assignee with an unsecured claim. This template gives you a structured, comprehensive starting point that addresses all of these risks in a single document, reducing execution time while ensuring the transfer is defensible in court, in bankruptcy, and under regulatory scrutiny.\u003C/p>\n",1778696350410]