Promissory Note Assignment Agreement

Promissory Note Assignment Agreement

This Promissory Note Assignment Agreement (the Agreement) is made and entered into as of Effective Date: by and between Assignor Name: with address: (Assignor), and Assignee Name: with address: (Assignee).

Recitals

WHEREAS, on or about Date of Note: , a certain promissory note (the Note) was executed by Maker: in favor of Original Payee/Holder: in the original principal amount of $ (the Principal).

WHEREAS, Assignor is the current owner and holder of all right, title and interest in and to the Note and desires to assign and transfer to Assignee all of Assignor's rights, title and interest in and to the Note subject to the terms and conditions set forth herein.

WHEREAS, Assignee desires to accept such assignment and to acquire all of Assignor's rights, title and interest in and to the Note in consideration of the terms set forth below.

Now, Therefore

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

1. Definitions

In this Agreement, unless the context otherwise requires, the following defined terms shall have the following meanings:

(a) "Note" means the promissory note referenced above, including all unpaid principal, accrued interest, fees, costs, security interests, guaranties and all other rights and remedies related thereto. Note Identifier:

(b) "Maker" means the person or entity obligated to make payments under the Note, as identified above.

2. Assignment

Assignor hereby sells, assigns, transfers and conveys to Assignee all of Assignor's right, title, interest, claims and demands in, to and under the Note, whether now existing or hereafter arising, including without limitation the right to receive all payments of principal and interest and the right to enforce all covenants, remedies and rights of enforcement with respect to the Note.

3. Consideration

As consideration for the Assignment, Assignee shall pay to Assignor the sum of $ (Consideration), payable in accordance with the schedule set forth: . Receipt of such consideration is hereby acknowledged by Assignor.

4. Representations and Warranties of Assignor

Assignor represents and warrants to Assignee that, as of the Effective Date: (a) Assignor is the lawful owner and holder of the Note free and clear of any lien, charge or encumbrance except as disclosed in writing to Assignee; (b) Assignor has full right, power and authority to assign the Note to Assignee and to perform its obligations under this Agreement; (c) the Note is genuine, the signatures thereon are genuine, and the Note has not been materially altered; (d) there are no existing offsets, defenses, counterclaims or setoffs known to Assignor that would materially impair the value or collectability of the Note except as disclosed in writing to Assignee; and (e) to Assignor's knowledge, no proceeding is pending which would impair Assignor's ability to transfer the Note.

5. Representations and Covenants of Assignee

Assignee represents and warrants to Assignor that it has full power and authority to accept the assignment and to perform its obligations under this Agreement. Assignee covenants to act in good faith in the enforcement of the Note and to keep Assignor reasonably informed of material actions relating to collection, settlement or compromise of the Note.

6. Further Assurances; Cooperation

Assignor agrees, at Assignee's expense, to execute and deliver all further instruments and documents and take such actions as may be reasonably requested by Assignee to effectuate the assignment and to establish or perfect Assignee's rights in the Note, including providing originals or copies of the Note and endorsing instruments as necessary.

7. Indemnification

Assignor shall indemnify, defend and hold harmless Assignee and its officers, directors, employees and agents from and against any and all losses, liabilities, claims, damages and expenses (including reasonable attorneys' fees) arising out of or resulting from any breach of Assignor's representations, warranties or covenants contained in this Agreement. Assignee shall indemnify Assignor for claims arising from Assignee's post-assignment conduct in the collection or handling of the Note.

8. Application of Payments

All payments received with respect to the Note after the Effective Date shall be applied by Assignee first to costs of collection and enforcement, then to accrued interest and then to principal, unless the parties agree otherwise in writing.

9. Notices

All notices, demands or other communications required or permitted under this Agreement shall be in writing and shall be deemed given when personally delivered, when sent by nationally recognized overnight courier, or three days after deposit in the United States mail, postage prepaid, certified mail, return receipt requested, addressed to the parties at the addresses set forth herein or to such other address as either party may designate by notice in accordance with this Section. Assignor Notice Address:

10. Amendments

This Agreement may be amended, modified or supplemented only by a written instrument signed by both parties. No course of dealing or failure to insist upon strict performance shall be construed as a waiver of any right hereunder.

11. Waiver

No waiver of any provision of this Agreement shall be effective unless in writing and signed by the party against whom enforcement of the waiver is sought. The waiver of any breach shall not constitute a waiver of any subsequent breach.

12. Counterparts

This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument. Signatures transmitted by electronic means shall be treated as originals for all purposes.

13. Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to principles of conflicts of law. The parties submit to the exclusive jurisdiction and venue of the state and federal courts located in that State for resolution of disputes arising under this Agreement.

14. Entire Agreement

This Agreement, together with any schedules or exhibits expressly referenced herein, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous understandings, agreements, representations and warranties, both written and oral.

15. Severability

If any term or provision of this Agreement is held invalid, illegal or unenforceable in any respect by a court of competent jurisdiction, the validity, legality and enforceability of the remaining terms and provisions shall not be affected or impaired thereby, and the parties shall endeavor in good faith to replace the invalid, illegal or unenforceable provision with a valid provision that most closely approximates the intent and economic effect of the invalid provision.

16. Miscellaneous

All costs and expenses, including reasonable attorneys' fees, incurred by a party in enforcing its rights under this Agreement shall be recoverable by the prevailing party. This Agreement binds and benefits the parties and their respective successors and permitted assigns provided that Assignor may not assign its rights or obligations hereunder without Assignee's prior written consent.

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