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AGREEMENT OF ABSOLUTE TRANSFER AND ASSIGNMENT OF ACCOUNTS RECEIVABLE 



This Agreement of Absolute Transfer and Assignment of Accounts Receivable (the Agreement) is effective [DATE],


BETWEEN:  [YOUR COMPANY NAME] (the "Transferor"), 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:  [TRANSFEREE NAME] (the "Transferee"), a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at:

      [COMPLETE ADDRESS]


RECITALS

By an asset purchase agreement made [DATE], (the Purchase Agreement) the Transferor agreed to sell to the Transferee at the price and on the terms and conditions contained in the Purchase Agreement, the Transferors right, title and interest in and to substantially all of the assets used by the Transferor in carrying on a vehicle and equipment leasing and financing business, including all of the vehicle leases granted by the Transferor (the Leases), all payments thereunder, all vehicles leased thereby and all rights and remedies thereunder, or under any agreement or arrangement facilitating or securing the performance by lessees thereunder.

Notice of the assignment shall be mailed by the Transferee to each lessee with a vehicle lease forming part of the Leases purchased by the Transferee under the Purchase Agreement and to each guarantor or indemnifier of such lessee.

Pursuant to the Purchase Agreement, the Transferor agreed, inter alia, to sell, assign and transfer to the Transferee all Accounts Receivable (as such term is defined in the Purchase Agreement) (the Accounts Receivable).

THEREFORE THIS AGREEMENT WITNESSETH:

For good and valuable consideration, the receipt whereof is hereby acknowledged by the Transferor, the Transferor does hereby absolutely transfer, assign and make over unto the Transferee, hereto present and accepting the same, all of the Transferors right, title and interest in the Accounts Receivable accruing or growing due to the Transferor, with respect to the purchased Leases and the Transferor further assigns and transfers unto the Transferee all deeds, documents, writings, papers, books of account and other books relating to or being records of the Accounts Receivable or by which the Accounts Receivable are or may hereafter be secured, evidenced, acknowledges or made payable (the whole hereinafter referred to as the Documents).

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 Transferee and in particular any and all assignments made or contemplated by the Purchase Agreement.


COLLECTION OF THE ACCOUNTS RECEIVABLE

The Transferee shall, as the absolute assignee thereof, be absolutely entitled to collect, demand, sue for, enforce, recover and receive the Accounts Receivable and give valid and binding receipts and discharges therefore and in respect thereof, the whole without regard to the state of accounts between the Transferor and the Transferee.


DOCUMENTS

The Transferor has delivered to the Transferee for the purposes hereof the deeds, documents, writings, papers, books of account and other books referred to in the first paragraph hereof.


UNIVERSALITY OF CLAIMS

The parties acknowledge and agree that the present absolute transfer and assignment represents an assignment of a universality of claims, present and future under the Laws of [STATE/PROVINCE] in respect of the Purchased Assets and that the Transferee shall register same in the Register of Personal and Movable Real Rights.


FURTHER ASSURANCES

Notwithstanding that the Transferor may have executed and delivered to the Transferee this and certain other documents and instruments of conveyance, the Transferor shall, with respect to all or any of the Accounts Receivable, do such acts and shall, from time to time, at the Transferees request and without further consideration, execute and deliver such further documents, conveyances, deeds, assignments, transfers, other instruments of transfer and the like and shall take such further action as the Transferee may require to more effectively complete any matter provided for herein. Without limiting the generality of the foregoing, the Transferor hereby agrees to take all such action as may be reasonably necessary to enable the Transferee to (i) demand and receive any of the Purchased Assets, (ii) give receipts and releases for and in respect of the Purchased Assets and any part thereof, and (iii) institute and prosecute from time to time in the Transferors name or otherwise, at the expense of the Transferee, and for the benefit of the Transferee, any and all proceedings in accordance with [YOUR COUNTRY LAW], in equity or otherwise, which the Transferee may deem proper for the receipt, collection, enjoyment, enforcement or possession of any of the Purchased Assets.


CONFLICT WITH PURCHASE AGREEMENT

The present Agreement of Absolute Transfer and Assignment is entered into pursuant to the terms and subject to the Purchase Agreement and it shall not add to or derogate from any of the rights, which the parties have under the Purchase Agreement. In the event of any conflict or inconsistency between the provisions hereof and the provisions of the Purchase Agreement, the provisions of the Purchase Agreement shall prevail.


BINDING EFFECT

The present agreement, and the right and obligations of the parties hereunder, shall ensure to and be binding upon the parties hereto and their respective heirs, assigns and representatives.


NO THIRD PARTIES RIGHTS

Nothing expressed or implied in this Agreement is intended to confer any person, other than the Transferor and the Transferee and their respective successors and assigns, any rights, remedies, obligations or liabilities under or by reason of this Agreement.


IN WITNESS WHEREOF, each party to this agreement has caused it to be executed at [PLACE OF EXECUTION] on the date indicated above.


TRANSFEROR             TRANSFEREE




                          
Authorized Signature          Authorized Signature


                          
Print Name and Title          Print Name and Title


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