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  • Law, Transactions, & Risk Management
  • Commercial Law: Contract, Payments, Security Interests, & Bankruptcy

Security Interest in Assignment of Accounts Receivable or Contract Rights - Explained

How Does a Security Interest Attach?

assignment of receivables as security

Written by Jason Gordon

Updated at September 26th, 2021

Table of Contents

How is a security interest created through the assignment of accounts receivable and contract rights.

Generally, the sale or assignment of rights in accounts, payment intangibles, or promissory notes (account) creates a security interest for the individual to whom the account is assigned. This attaches the security interest to the account. Article 9 requires that an individual file a financing statement to perfect a security interest in an account. There are, however, two exceptions that allow the assignee of the account to perfect a security interest without publicly filing a financing statement.

Next Article: Perfection of a Security Interest by Possession Back to: SECURED TRANSACTIONS

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The assignment of a single account in satisfaction of a preexisting debt;

Example : ABC Inc., transfers and account payable to 123 Inc., in satisfaction of a debt that ABC owed to 123. While ABC maintains control over the account payment, 123 has a security interest in the account that is perfected without filing a financing statement.

Automatic Perfection?  

The assignor transfers a limited number of accounts to the assignee that does not constitute a significant number of the assignors accounts.

Related Topics

Discussion Question

How do you feel about the ability of an assignee to perfect a security interest in an intangible account? Why do you think it is important to grant the assignee of an account receivable or contract benefits a security interest? Hint: Think about who is in control of the accounts receivable and contract rights before and after the assignment. Do you agree with the above-referenced exceptions to the requirement to file a financing statement? Why or why not?

Practice Question

ABC Corp sells product at wholesale. It regularly takes payment on accounts for 90 days. These accounts sit in accounts receivable until paid. ABC Corp transfers several of these accounts to 123 Corp but maintains control over the account in order to effectuate collections. What do we need to know about this transfer to determine whether 123 Corp has a perfected security interest in the accounts?

Academic Research

Related articles.

Corporate Debt

Assignment of Accounts Receivable: Meaning, Considerations

Adam Hayes, Ph.D., CFA, is a financial writer with 15+ years Wall Street experience as a derivatives trader. Besides his extensive derivative trading expertise, Adam is an expert in economics and behavioral finance. Adam received his master's in economics from The New School for Social Research and his Ph.D. from the University of Wisconsin-Madison in sociology. He is a CFA charterholder as well as holding FINRA Series 7, 55 & 63 licenses. He currently researches and teaches economic sociology and the social studies of finance at the Hebrew University in Jerusalem.

assignment of receivables as security

Charlene Rhinehart is a CPA , CFE, chair of an Illinois CPA Society committee, and has a degree in accounting and finance from DePaul University.

assignment of receivables as security

Investopedia / Jiaqi Zhou

What Is Assignment of Accounts Receivable?

Assignment of accounts receivable is a lending agreement whereby the borrower assigns accounts receivable to the lending institution. In exchange for this assignment of accounts receivable, the borrower receives a loan for a percentage, which could be as high as 100%, of the accounts receivable.

The borrower pays interest, a service charge on the loan, and the assigned receivables serve as collateral. If the borrower fails to repay the loan, the agreement allows the lender to collect the assigned receivables.

Key Takeaways

Understanding Assignment of Accounts Receivable

With an assignment of accounts receivable, the borrower retains ownership of the assigned receivables and therefore retains the risk that some accounts receivable will not be repaid. In this case, the lending institution may demand payment directly from the borrower. This arrangement is called an "assignment of accounts receivable with recourse." Assignment of accounts receivable should not be confused with pledging or with accounts receivable financing .

An assignment of accounts receivable has been typically more expensive than other forms of borrowing. Often, companies that use it are unable to obtain less costly options. Sometimes it is used by companies that are growing rapidly or otherwise have too little cash on hand to fund their operations.

New startups in Fintech, like C2FO, are addressing this segment of the supply chain finance by creating marketplaces for account receivables. Liduidx is another Fintech company providing solutions through digitization of this process and connecting funding providers.

Financiers may be willing to structure accounts receivable financing agreements in different ways with various potential provisions.​

Special Considerations

Accounts receivable (AR, or simply "receivables") refer to a firm's outstanding balances of invoices billed to customers that haven't been paid yet. Accounts receivables are reported on a company’s balance sheet as an asset, usually a current asset with invoice payments due within one year.

Accounts receivable are considered to be a relatively liquid asset . As such, these funds due are of potential value for lenders and financiers. Some companies may see their accounts receivable as a burden since they are expected to be paid but require collections and cannot be converted to cash immediately. As such, accounts receivable assignment may be attractive to certain firms.

The process of assignment of accounts receivable, along with other forms of financing, is often known as factoring, and the companies that focus on it may be called factoring companies. Factoring companies will usually focus substantially on the business of accounts receivable financing, but factoring, in general, a product of any financier.

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ASSIGNMENT OF RECEIVABLES AS SECURITY Sample Clauses

Related clauses.

Related to ASSIGNMENT OF RECEIVABLES AS SECURITY

Reassignment of Purchased Receivables Upon deposit in the Collection Account of the Purchase Amount of any Receivable repurchased by Seller under Section 5.1 hereof, Purchaser and the Issuer shall take such steps as may be reasonably requested by Seller in order to assign to Seller all of Purchaser’s and the Issuer’s right, title and interest in and to such Receivable and all security and documents and all Other Conveyed Property conveyed to Purchaser and the Issuer directly relating thereto, without recourse, representation or warranty, except as to the absence of Liens created by or arising as a result of actions of Purchaser or the Issuer. Such assignment shall be a sale and assignment outright, and not for security. If, following the reassignment of a Purchased Receivable, in any enforcement suit or legal proceeding, it is held that Seller may not enforce any such Receivable on the ground that it shall not be a real party in interest or a holder entitled to enforce the Receivable, Purchaser and the Issuer shall, at the expense of Seller, take such steps as Seller deems reasonably necessary to enforce the Receivable, including bringing suit in Purchaser’s or in the Issuer’s name.

Transfer of Receivables Pursuant to the Sale and Servicing Agreement, the Purchaser will assign all of its right, title and interest in, to and under the Receivables and other assets described in Section 2.1

Payment of Receivables Purchase Price In consideration of the sale of the Receivables from the Seller to the Purchaser as provided in Section 2.1, on the Closing Date the Purchaser shall have paid to the Seller the Receivables Purchase Price.

Assignment of Interest in the Mortgage Loan Purchase Agreement (a) The Depositor hereby assigns to the Trustee, on behalf of the Certificateholders, all of its right, title and interest in the Mortgage Loan Purchase Agreement, including but not limited to the Depositor's rights and obligations pursuant to the Servicing Agreements (noting that the Seller has retained the right in the event of breach of the representations, warranties and covenants, if any, with respect to the related Mortgage Loans of the related Servicer under the related Servicing Agreement to enforce the provisions thereof and to seek all or any available remedies). The obligations of the Seller to substitute or repurchase, as applicable, a Mortgage Loan shall be the Trustee's and the Certificateholders' sole remedy for any breach thereof. At the request of the Trustee, the Depositor shall take such actions as may be necessary to enforce the above right, title and interest on behalf of the Trustee and the Certificateholders or shall execute such further documents as the Trustee may reasonably require in order to enable the Trustee to carry out such enforcement.

Notification of Assignment of Receivables At any time following the occurrence of an Event of Default or a Default, Agent shall have the right to send notice of the assignment of, and Agent's security interest in, the Receivables to any and all Customers or any third party holding or otherwise concerned with any of the Collateral. Thereafter, Agent shall have the sole right to collect the Receivables, take possession of the Collateral, or both. Agent's actual collection expenses, including, but not limited to, stationery and postage, telephone and telegraph, secretarial and clerical expenses and the salaries of any collection personnel used for collection, may be charged to Borrowers' Account and added to the Obligations.

Collection of Receivables Until any Borrower’s authority to do so is terminated by Agent (which notice Agent may give at any time following the occurrence of an Event of Default or a Default or when Agent in its sole discretion deems it to be in Lenders’ best interest to do so), each Borrower will, at such Borrower’s sole cost and expense, but on Agent’s behalf and for Agent’s account, collect as Agent’s property and in trust for Agent all amounts received on Receivables, and shall not commingle such collections with any Borrower’s funds or use the same except to pay Obligations. Each Borrower shall deposit in the Blocked Account or, upon request by Agent, deliver to Agent, in original form and on the date of receipt thereof, all checks, drafts, notes, money orders, acceptances, cash and other evidences of Indebtedness.

Repurchase of Receivables In the event of a breach of any representation or warranty set forth on Exhibit A which materially and adversely affects the interests of the Issuer or the Securityholders and unless the breach shall have been cured by the last day of the second Collection Period following the Collection Period in which the discovery of the breach is made or notice is received, as the case may be (or, at the option of the RPA Seller, the last day in the first Collection Period following the Collection Period in which such discovery is made), the RPA Seller shall repurchase such Receivable. In consideration of the purchase of any such Receivable, on the related Payment Date, the RPA Seller shall remit an amount equal to the Warranty Purchase Payment in respect of such Receivable to the Purchaser and shall be entitled to receive the Released Warranty Amount. Upon any such repurchase, each of the Purchaser and the Issuer shall, without further action, be deemed to transfer, assign and otherwise convey to the RPA Seller, without recourse, representation or warranty, all the right, title and interest of either the Purchaser or the Issuer in, to and under such repurchased Receivable, all monies due or to become due with respect thereto and all proceeds thereof. The Purchaser, the Issuer, the Owner Trustee, the Delaware Trustee or the Indenture Trustee, as applicable, shall execute such documents and instruments of transfer or assignment and take such other actions as shall reasonably be requested by the RPA Seller to effect the conveyance of such Receivable pursuant to this Section. The sole remedy of the Purchaser, the Issuer, the Trustees or the Securityholders with respect to a breach of the RPA Seller’s representations and warranties pursuant to Section 2.03(a) shall be to require the RPA Seller to repurchase the related Receivables pursuant to this Section.

Collection of Receivable Payments; Modifications of Receivables (a) Consistent with the standards, policies and procedures required by this Agreement, the Servicer shall make reasonable efforts to collect all payments called for under the terms and provisions of the Receivables as and when the same shall become due, and shall follow such collection procedures as it follows with respect to all comparable automobile receivables that it services for itself or others and otherwise act with respect to the Receivables, the Dealer Agreements, the Dealer Assignments, the Insurance Policies and the Other Conveyed Property in such manner as will, in the reasonable judgment of the Servicer, maximize the amount to be received by the Trust with respect thereto, including directing the Issuer to sell the Receivables pursuant to Section 4.3(c). The Servicer is authorized in its discretion to waive any prepayment charge, late payment charge or any other similar fees that may be collected in the ordinary course of servicing any Receivable.

Servicing of Receivables So long as no Event of Servicer Termination shall have occurred and be continuing and no Successor Servicer has assumed the responsibilities and obligations of the Servicer pursuant to Section 9.02, the Servicer shall (i) conduct the servicing, administration and collection of the Transferred Receivables and shall take, or cause to be taken, all such actions as may be necessary or advisable to service, administer and collect the Transferred Receivables, all in accordance with (A) the terms of this Agreement, (B) customary and prudent servicing procedures for trade receivables of a similar type and (C) all applicable laws, rules and regulations, and (ii) hold all Contracts and other documents and incidents relating to the Transferred Receivables in trust for the benefit of Buyer, as the owner thereof, and for the sole purpose of facilitating the servicing of the Transferred Receivables in accordance with the terms of this Agreement. Buyer hereby instructs the Servicer, and the Servicer hereby acknowledges, that the Servicer shall hold all Contracts and other documents relating to such Transferred Receivables in trust for the benefit of the Buyer and the Servicer’s retention and possession of such Contracts and documents shall at all times be solely in a custodial capacity for the benefit of the Buyer and its assigns and pledgees.

Receivables Purchase Agreement The Receivables Purchase Agreement is supplemented by the addition of the following terms as Section 2.3(d):

Receivables security assignment

Practical law uk legal update 6-106-9076  (approx. 2 pages).

Introduction of Fiducie : Impact on Assignment of Receivables as Security

Jeantet | banking & financial services - france.

Reluctance of Legislature Regarding Assignment of Receivables as Security Restrictive Interpretation Contradicts Former Supreme Court Case Law Potential Framework for Assignment of Receivables by Way of Security

In a decision dated December 19 2006 the Supreme Court, in contrast to previous decisions, prohibited the assignment of receivables as security except when authorized by law, thereby rejecting the mechanism expressly admitted by the legislature in the Dailly Act. The decision - which is questionable as to its reasoning as well as the penalty provided (ie, the disqualification of the assignment of receivables as security in a pledge of receivables) - has deprived French law of a general mechanism for the assignment of receivables as security. Arguably, the decision aims to force the legislature to face its responsibilities, as the legislature failed to implement a framework for assignments as security at the time of the reform of the securities legislation in 2006. The message was heard, as on October 7 2007 the legislature introduced the fiducie, which provides an innovative framework for security interests (for further details please see " First Steps Towards the Introduction of a Fiduciary Regime "). However, is there still a place for the ordinary assignment of receivables as security outside the framework of fiducie ?

Reluctance of Legislature Regarding Assignment of Receivables as Security

Until the introduction of the fiducie , there was no formal general mechanism for the assignment of receivables as security. Fiduciary transfers were admitted only in certain specific circumstances: commercial receivables could be assigned under the Dailly Act to the benefit of the credit institutions that granted a loan to the assignor, and Article L431(7)(3)(II) of the Monetary and Financial Code (which implemented the EU Collateral Directive (2002/47/EC)) allowed the assignment of property as security to the benefit of regulated institutions and public bodies in securities transactions.

Two reasons may explain the reluctance of the legislature with regard to the assignment of receivables as security. The first reason is (paradoxically) the efficiency of assignments by way of security in case of insolvency of the assignor, which is superior to that of a pledge. In contrast to the pledgee (whose actions are stayed), the owner of an asset granted by way of security may claim the asset if its receivable is payable. In addition, the rights of the pledgee on the proceeds do not take precedence over the rights of preferred creditors and are usually substantially reduced. Conversely, the owner of the security interest is subject to no reduction, except where the custodian of the asset has incurred expenses. The difference between a pledge and a security interest was not alleviated by the order of March 23 2006, which established the system of pacte commissoire - that is, the possibility for the pledgee to be allocated the pledged asset in case of pre-closure without the intervention of the judge. However, the pacte commissoire is paralyzed if the pledgor is insolvent. The generalization of security interests is likely to hinder the recovery of enterprises within the framework of the safeguard and reorganization procedures, as it gives precedence to the payment of creditors which have been assigned future receivables as security before the end of the observation period, thereby preventing companies from using the means necessary to their recovery.

Second, the debate on assignments as security has been linked to the debate on fiducie ; successive projects on fiducie have been postponed over a period of more than 20 years until Senator Marini presented a bill in February 2005. Fiducie represents a contractual mechanism of fiduciary transfer of property, which may be used as security. The government endorsed the bill subject to certain modifications. Although the Senate approved the bill on October 17 2006, the Supreme Court issued a controversial decision in the case at hand.

Restrictive Interpretation Contradicts Former Supreme Court Case Law

The decision dated December 19 2006 concerned the use of the mechanism provided for in Article 1690 of the Civil Code. This article provides that the transfer of receivables is opposable to third parties upon notification to the debtor by a bailiff or approval by the debtor in a notarized deed; it does not allow or prohibit the use of receivables as security.

The Supreme Court prohibited the assignment of receivables by way of security based on two provisions. First, Article 2078 of the code prohibits the system of pacte commissoire , as the assignment of receivables by way of security allows the assignee to be paid without the authorization of a judge. In the case at hand the collateral had been granted before the entry into force of the order of March 23 2006, which repealed the prohibition of the pacte commissoire . Therefore, the court's first argument did not survive the entry into force of the order.

Second, Article 2075 of the code provides for certain requirements for the perfection of pledges by way of registration and notification to the debtor. According to the court, the assignment of receivables by way of security, as it is not provided by law, constitutes a pledge and will be deemed to be null if the requirements are not satisfied. This reasoning is questionable, as the contracting parties had carried out the requirements for the assignment of receivables. This argument seems insufficient in order to forbid the assignment of receivables as security for securities granted under the order of March 23 2006.

Moreover, the court failed to consider the issue of the absence of price in the deed, which is necessary for the assignment of receivables. However, in case of assignment by way of security, the assignment is not definitive as the receivable is returned in case of payment. In the event of default, the amount of the secured receivable will be the price of the assigned receivable; if the guaranteed receivable is not repaid, the assigned receivable is used for the payment of the secured claims. This price may thus be determined, but payment is contingent. The assignment price represents the value of the assigned receivable subject to the amount of the guaranteed receivable.

Therefore, the court rejected the interpretation given in its decision of March 20 2001. In this decision the court implicitly allowed the assignment of receivables by way of security in a case involving the assignment of future receivables. However, the decision of December 19 2006 does not challenge the regime of cash collateral, under which the payment of a sum of money to the creditor (which has no obligation to conserve the money) constitutes a fiduciary transfer of ownership to the pledgee, which can then offset the assigned receivable without any authorization from a judge.

Potential Framework for Assignment of Receivables by Way of Security

The prohibition of the ordinary assignment of receivables by way of security (in particular, fiduciary assignments of receivables, such as assignments under the Dailly Act) has a limited scope and may benefit only credit institutions of the European Economic Area that grant a loan to the constituent (therefore excluding other lenders and guarantors).

The fiducie was therefore expected to keep the assignment of receivables by way of security under the code. As it is created by contract, a fiducie gives rise to a transfer of property of a specific nature. In contrast to the Anglo-Saxon trust (which confers a right in rem ), a fiducie confers a limited contractual ownership, as it can be exercised only for the purposes of the fiducie arrangement and is protected against the creditors of the fiduciary. A transfer of property gives rise to specific requirements, irrespective of the nature and number of assets that are the object of the arrangement, namely (i) registration with the tax authorities of the constitution, amendment and termination of the fiducie agreement, and (ii) publication of the agreement and its amendments at the National Registry of Fiducie , which will be created by decree of the Conseil d'Etat . Certain transfers (essentially immovable assets and going concerns) must be published.

A fiducie may include assets, rights and collateral. In the latter case the fiduciary receives and manages a security that is already perfected either for its own benefit or for the benefit of a third party (or both). The requirements that applied to the security before its transfer to the fiducie continue to apply (except in the case of a financial collateral security pursuant to Article L431(7) of the Financial and Monetary Code). In the case of a receivable, an assignment as security is impossible, except in the case of an assignment of commercial receivables or financial collateral security.

The most innovative character of the fiducie is that it constitutes a security mechanism. A fiducie may involve various pools of assets; the requirements in case of transfer of assets to the fiduciary will serve as perfection requirements for the collateral. Only then may the assignment of receivables as security be possible in the context of a fiducie . The fiducie agreement must determine the receivable and provide that, in the event of default, the receivable will be remitted to the creditor. It must also set forth the information that must be provided to the debtor of the assigned receivable. The law provides for no specific mechanism to ensure the enforceability of the transfer account of the assigned receivable and does not confer to the Conseil d'Etat the task of providing for such mechanism in its future decree. Accordingly, it may be assumed that an assignment of receivables by way of security in the context of a fiducie constitutes a fiduciary transfer of property that may be enforced against third parties where the registration and publication requirements have been complied with. However, if the debtor has not been notified of the assignment, it may pay the settlor instead of the fiduciary. It is thus advisable that the fiduciary proceed with notification only after the beneficiary has accepted the fiducie , as the agreement becomes irrevocable.

Although contractual in nature, the ownership right of the fiduciary is significant. Should the security be realized, the receivable will be granted to the creditor rather than to the creditors of the settlor or those of the fiduciary. If the creditor is the fiduciary, the enforcement of the security will turn the contractual property right on the receivable into a right in rem and the receivable will be transferred to the own patrimony of the fiduciary.

The contractual nature of fiducie creates uncertainty as to its efficiency in case of insolvency of the settlor, as the administrator or the liquidator may decide not to pursue the fiducie agreement. If the transferred assets return to the settlor at its own discretion, fiducie will be deceiving. However, this risk may be avoided: pursuant to recent case law, refusal to pursue a contract does not entail its automatic termination.

Like standard security instruments involving receivables, fiduciary arrangements must provide that if the assigned receivable is paid before the guaranteed receivable becomes payable, the fiduciary will keep the payments made in relation to the assigned receivable until the maturity of the guaranteed receivable, as these payments bear an interest to the benefit of the beneficiary.

If the financing is syndicated, Article 2328(1) of the Civil Code should apply to the fiducie and provide that the names of the beneficiaries need not appear in the National Registry of Fiducie . This specific provision was introduced following a marketplace consultation by the Senate's Law Commission upon the proposal of the Financial Law Committee of Paris EUROPLACE. It aims to introduce a legal framework for security agents in syndicated financings competing with trusts. In jurisdictions where trusts are commonly used, the security agent (as trustee) manages and enforces the security for the benefit of the members of the syndicate. No modification of the security is required in case of a change in the composition of the syndicate. The new provision constitutes an ad hoc mechanism which is distinct from fiducie .

Pursuant to the banking monopoly regulations, the fiduciary must be a credit institution where the assigned receivables are receivable on a debtor located in France or where the assignment deed is entered into in France. As the fiducie is tax transparent, a transfer of ownership imposes no fiscal obligations on the fiduciary. The same rule applies to international financial reporting standards and the asset remains on the balance sheet of the constituent until the realization of the security. Therefore, the fiducie is neutral, as are pledges or ordinary assignments of receivables as security. The maximum duration of a fiducie is 33 years, which exceeds the duration of the assignments of receivables usually carried out in financing transactions.

Finally, a fiducie is an independent security. Should the parties wish to confer an accessory character to the fiducie , this must be stated expressly in the fiducie agreement. Otherwise, an assignment as security will be treated as an assignment of the receivables which it guarantees. Fiducie thus constitutes a considerable innovation in securities law, as it mitigates the effects of the prohibition of assignments of receivables as security under civil law.

However, the existence of a specific assignment of receivables under civil law remains useful. The fiduciary mechanism creates uncertainty as to the enforceability of a fiduciary transfer of receivables against third parties. The prohibition of assignments of receivables as security under civil law subsists despite the existence of a fiducie where (i) the securities granted on the receivables are transferred to a fiducie , or (ii) the collateral is granted on the assets of a fiduciary patrimony transferred to a fiducie . A committee chaired by Professor Catala has proposed to introduce a new Article 1257(1) into the Civil Code; the article will expressly provide for an ordinary assignment of receivables by way of security and exempt such assignments from the obligation to stipulate a price.

For further information on this topic please contact Jean-François Adelle at JeantetAssociés by telephone (+33 1 45 05 81 96) or by fax (+33 1 47 04 87 98) or by email ( [email protected] ).

assignment of receivables as security

assignment of receivables as security

Published by a LexisNexis Banking & Finance expert

Taking security over receivables.

The following Banking & Finance practice note provides comprehensive and up to date legal information covering:

Nature of receivables

In commercial lending transactions receivables are typically offered as security:

as part of a package of security over the whole of a company's assets (see Practice Note: Key features of debentures), and

in transactions where a steady stream of receivables forms a major part of the borrower's assets and the lender wants to control that income stream (for example, where the borrower is a company which provides goods and services to third parties)

This Practice Note explains the key issues which arise when taking security over receivables.

For information on taking security over other types of intangible assets see Practice Notes:

Taking security over contractual rights

Taking security over insurance policies, and

Taking security over intellectual property rights

In broad terms, a receivable is the right to receive the payment of money which is enforceable by legal action. Receivables are a type of intangible assets known as a 'chose in action'. A chose in action is something which is recoverable by legal action rather than something which can be physically possessed. Types of receivables include:

right to receive a payment under a loan agreement, and

rights to payments under contracts

In a commercial context, the term receivables is often used to refer to book debts, although strictly speaking book debts is a narrower term because it refers to 'debts accruing in

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Key definition:

Receivables definition, what does receivables mean.

A monetary obligation owed by one person to another in payment for the supply of goods or services.

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assignment of receivables as security

Taking security over receivables and accounts

Practical law anz practice note w-012-6276  (approx. 23 pages).

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    Un- der traditional French law, to obtain the security interest the secured lender must receive an assignment of the account receivable. Furthermore, to be

  8. Introduction of Fiducie: Impact on Assignment of Receivables as

    According to the court, the assignment of receivables by way of security, as it is not provided by law, constitutes a pledge and will be deemed

  9. Receivables Loan and Security Agreement

    Subject to Section 2.01(f) hereof, such Advance shall be made by the applicable Lenders by wire transfer of same day funds to the account specified in the

  10. Taking security over receivables

    In practice, it is usual to use an equitable assignment by way of security to take security over receivables. This is particularly the case if

  11. Taking security over receivables and accounts

    a security interest that is deemed to arise as result of a transfer or assignment of receivables (so-called "deemed" security interests).