Contract Sample-8
ASSIGNMENT OF RECEIVABLES AGREEMENT FOR SECURITY PURPOSES
ARTICLE 1 - PARTIES
1.1. Name and Surname / Trade Name of Assignor
: ………………………………….
Turkish Republic Identity Number / Tax Number: ………………………………….
Address: ………………………………….
Telephone: ………………………………….
Email: ………………………………….
In this agreement, "ASSIGNOR" .
1.2. Assignee's
Name and Surname / Trade Name: ………………………………….
Turkish Republic Identity Number / Tax Number: ………………………………….
Address: ………………………………….
Phone: ………………………………….
Email: ………………………………….
In this agreement, it will be referred to hereinafter the "ASSIGNEE" .
The Assignor and the Assignee will be referred to collectively "Parties," and individually "Party .
ARTICLE 2 - DEFINITIONS
In this agreement;
Bank: …………………………………. Inc. …………………………………. Branch,
Articles of Association: The agreement titled …………………………………. signed between the parties on ../../……
Subject of Assignment: The receivable arising from the account balance of the assignor in account number …………………………………. opened in his/her name at the Bank, or in the amount specified separately in the contract.
Secured Liabilities: Existing and future rent, payments, ancillary expenses, interest, late payment penalties, fines, taxes, duties, fees, expenses, and other ancillary receivables arising from the Main Contract.
It expresses.
ARTICLE 3 - SUBJECT AND PURPOSE OF THE AGREEMENT
3.1. The subject of this agreement is the transfer of the Assignor's receivable arising from its account at the Bank to the Assignee to constitute security for the Assignee's existing and future debts to the Assignee under the Main Agreement.
3.2. This agreement is not a payment substitute agreement; it is essentially an assignment of receivables for security purposes .
3.3. The parties agree that the intended outcome of this agreement is to create legal security in favor of the assignee on the assigned claim until the assigned obligations are fully and properly fulfilled.
ARTICLE 4 - DEFINITION OF THE RECEIVABLE SUBJECT TO ASSIGNMENT
4.1. The Assignor hereby transfers to the Assignee, within the framework of the terms of this agreement, its receivable amounting to …………………… USD / EUR / TL as of the contract date, arising from account number …………………………………. held at the …………………………………. Branch of the Bank.
4.2. The assignment is limited to the principal amount stated above; unless the parties expressly agree otherwise, any portion of the account balance exceeding this amount is outside the scope of this agreement.
4.3. If the parties expressly agree, the assignment includes accrued interest, future interest, profit, proceeds, ancillary rights, and the right to collect on the said receivable.
Unless otherwise specified in this agreement, interest and proceeds related to the assigned amount are also included in the assignment.
ARTICLE 5 - NATURE AND EFFECTIVENESS OF THE TRANSFER
5.1. The Assignor hereby transfers the claim described above to the Assignee; and the Assignee accepts this assignment.
5.2. This transfer shall take effect between the Parties on the date of signature.
5.3. The Assignor acknowledges and undertakes that it has not previously transferred the same claim to third parties, pledged it, or restricted its right of disposal due to attachment or precautionary measures, and that it will not make any disposition of this claim in favor of third parties without the written consent of the Assignee.
5.4. As a rule, the assignment of a receivable does not require the debtor's consent; however, since the Bank is the debtor, notification to the Bank is important to ensure that the payment is made to the correct person and to guarantee the security of performance.
ARTICLE 6 - NOTIFICATION TO THE BANK
6.1. This agreement shall be submitted to the Bank by the Assignee or by a separate notification signed jointly by the Parties.
6.2. If required by the Bank's internal regulations or operational practices, the Parties agree to promptly complete any additional forms, instructions, confirmation letters, signature circulars, identity documents, and other documents requested by the Bank.
6.3. The Assignor shall demonstrate all necessary cooperation to ensure the assignment is registered with the Bank, the account is properly marked, any blocking/transfer/payment instructions are issued, and the rights of the Assignee are protected.
6.4. The Bank's payment to the Assignor, despite notification having been given to the Bank, does not relieve the Assignor of its liability arising from this agreement.
ARTICLE 7 - SCOPE OF SECURED DEBTS
7.1. The assigned receivable secures the following receivables of the Assignee under the Articles of Association:
a. Principal obligations,
b. Rent or usage fees,
c. Dues, operating expenses, service fees and ancillary obligations,
d. Contractual interest and default interest,
e. Penalties, late payment penalties and similar contractual ancillary obligations,
f. Taxes, duties, fees, funds and similar financial obligations,
g. Notice, notary, enforcement, litigation, collection and attorney expenses.
7.2. The parties agree that the assignment is established solely for the purpose of securing the aforementioned debts; and that the assigned amount cannot be used for independent and unrelated debts outside the scope of the Articles of Association.
ARTICLE 8 - AUTHORITY OF THE ASSOCIATE PARTNER TO COLLECT AND OFFSET
8.1. In the event that the assigned liabilities are not performed in full and proper upon maturity, the Assignee shall have the right, without the need for further legal action, to demand, collect, offset, and, if necessary, credit the assigned amount to the liabilities under the Articles of Association.
8.2. The Assignee's collection of the assigned amount shall result in the Assignor's fulfillment of its related obligations to the extent of that collection.
8.3. The Assignee shall, if reasonable, provide written notice to the Assignor before collecting the assigned amount; however, prior notice is not required in cases of manifest default, avoidance, insolvency, dispute, or circumstances jeopardizing the security.
8.4. Unless otherwise agreed in writing, the order of offsetting by the assignee shall be as follows: first to expenses, then to interest and ancillary charges, and last to the principal debt.
ARTICLE 9 - OBLIGATION TO RETURN/RETURN
9.1. When all secured obligations are fulfilled completely, on time, and properly by the Assignor, the Assignee agrees to return the assigned principal amount to the Assignor or to reassign the receivable to the Assignor.
9.2. Unless the parties expressly agree otherwise, the Assignee's obligation to return the asset solely to the amount of the assigned principal .
9.3. This is implemented by explicitly selecting one of the following options:
Option A: The Assignee shall return only …………………… USD / EUR / TL ; the Assignor shall have no claim on accrued interest, profit, or yield.
Option B: The Assignee shall return to the Assignor any net interest/profit balance attached to the assigned amount, whether collected or uncollected.
9.4. Repayment or payment shall be made within ….. business days at the latest from the date of written confirmation that the Assigned Obligations have been completely extinguished
9.5. The Assignee shall promptly complete all necessary notifications, written notices, bank instructions, and other procedures for the return of the rights.
ARTICLE 10 - DECLARATIONS AND GUARANTEES OF THE ASSIGNOR
10.1. The assignor declares that the assigned claim is existing, valid, and belongs to him/her.
10.2. The Assignor acknowledges that there are no pledges, attachments, provisional attachments, precautionary measures, assignments, encumbrances, or other restrictions belonging to third parties on the receivable subject to assignment; and that it has fully informed the Assignee of any such restrictions.
10.3. The Assignor acknowledges that the assigned receivable is available and usable at the Bank; and agrees to compensate the Assignee for any loss incurred as a result of the account being closed, blocked, frozen, disputed, or becoming inaccessible, in proportion to the Assignor's fault.
10.4. The Assignor acknowledges that the obligations under the Articles of Association also exist and that this assignment constitutes additional security for these obligations.
10.5. The Assignor shall not, without the written consent of the Assignee, take any action that would reduce, withdraw, transfer to another account, pledge, or dispose of the assigned amount held at the Bank in favor of third parties.
ARTICLE 11 - OBLIGATIONS OF THE TRANSFEREE
11.1. The Assignee shall use the assigned receivable only within the scope of the security purpose defined in this agreement.
11.2. The assignee shall, without delay, fulfill its obligation to return or reassign the assigned receivable when the secured liabilities have been fully paid.
11.3. The Assignee shall, upon collection of the assigned receivable, act in accordance with the principle of good faith and the order of priority specified in the Articles of Association when offsetting it against the obligations under the Articles of Association.
11.4. The Assignee may not offset the assigned receivable against other receivables outside of the Articles of Association without the explicit written consent of the Assignor.
ARTICLE 12 - CONSEQUENCES IN CASE OF VIOLATION
12.1. If the Assignor, in violation of this agreement, assigns the same receivable to a third party, empties the account, makes misleading statements to the Bank, or performs any actions that render the assignment null and void, the Assignee may claim compensation for all direct damages incurred.
12.2. If the Assignee fails to fulfill its obligation to return or repay the assigned obligations without justifiable cause, even though the assigned obligations have been fully performed, the Assignor may demand specific performance and compensation in accordance with general provisions.
ARTICLE 13 - SET-OFF, DEFENSES AND THE DEBTOR'S SITUATION
13.1. The parties acknowledge that, in accordance with the Turkish Code of Obligations, the Bank or the relevant debtor may raise against the Assignee the same defenses that it had against the Assignor at the time it learned of the assignment.
13.2. The Assignor is obligated to immediately notify the Assignee of any dispute, clearing, blocking, offsetting, suspicious transaction investigation, or regulatory restriction related to the account at the Bank.
13.3. The Assignee reserves the right to seek recourse against the Assignor, within the framework of this agreement and general provisions, for any portion that the Bank is unable to collect due to legally asserted defenses.
ARTICLE 14 - CONFIDENTIALITY
14.1. The parties shall keep this agreement and the bank information, account numbers, transaction amounts, commercial relationship, and terms of the Articles of Association shared within the scope of this agreement confidential.
14.2. Requests from legally authorized authorities, court orders, enforcement proceedings, or regulatory obligations are reserved.
ARTICLE 15 - NOTIFICATION
15.1. The addresses of the parties written in this agreement are their official notification addresses; notifications sent to the old address will be considered valid unless an address change is notified via a notary, KEP (Registered Electronic Mail), or a written, confirmed corporate e-mail.
15.2. The parties agree that notifications made via notary public, KEP (Registered Electronic Mail), registered mail with return receipt, and written delivery receipt are valid.
ARTICLE 16 - EVIDENCE AGREEMENT
16.1. The parties' commercial books and records, bank records, account statements, SWIFT records, receipts, e-mails, KEP records, notices, reconciliations, and accounting records may be used as evidence.
16.2. The parties accept the evidentiary value of written and electronic records, provided that they fall within the limits of Article 193 of the Code of Civil Procedure.
16.3. Provisions stating that the books, records, and documents of only one party conclusive evidence shall not be interpreted in a way that makes it impossible or excessively difficult for the other party to prove its right to do so.
ARTICLE 17 - PROHIBITION OF TRANSFER AND STATUS
17.1. The Assignee may not transfer its rights arising from this Agreement to third parties without the written consent of the Assignor, except in the case of assigning its claim under the Main Agreement.
17.2. This agreement shall also bind the successors of the Parties, both in full and in part.
ARTICLE 18 - APPLICABLE LAW AND JURISDICTION
18.1. Turkish law shall apply to the interpretation and application of this agreement.
18.2. In case of disputes arising from this agreement, the Courts and Enforcement Offices of ………………………….. shall have jurisdiction.
ARTICLE 19 - ENTRY INTO FORCE
19.1. This agreement has been drawn up in ….. copies on ../../…… and has entered into force upon signature by the Parties.
19.2. The parties acknowledge that they have read and understood the agreement and have signed it of their own free will.
ASSIGNOR
Name Surname / Title:
Signature:
ASSIGNEE
Name Surname / Title:
Signature:
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