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Under Indiana law,
[a]n assignment is a transfer which confers a complete
and present right in a subject matter to the assignee.
* * * In determining whether an assignment has been
made, the question is one of intent. * * * A written
agreement assigning a subject matter must manifest the
assignor's intent to transfer the subject matter clearly
and unconditionally to the assignee. * * * [Brown v.
Ind. Natl. Bank, 476 N.E.2d 888, 894 (Ind. Ct. App.
1985); citations omitted.]
By contrast, "an agreement which conditionally transfers ownership
rights to a creditor and permits the creditor to exercise its
right only upon a default is a security agreement--not an outright
assignment." Smoker v. Hill & Associates, 204 Bankr. 966, 973
(N.D. Ind. 1997) (emphasis added) (citing Brown v. Ind. Natl.
Bank, supra at 892).
The terms of Huntington's interest in the MMS/Miller
promissory note are delineated in the security agreement executed
by petitioner under the Miller/Huntington Loan, which states:
Timothy J. Miller ("Debtor") * * * hereby grants,
pledges and assigns to The Huntington National Bank of
Indiana ("Bank"), a security interest in the following
property * * * :
* * * * * * *
(b) All of Debtor's rights in, to, and
under a certain Commercial Loan Note
executed by Miller Medical Systems,
Inc. on or about December 30, 1992
[i.e., the MMS/Miller promissory
note];
* * * * * * *
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