Real Estate Lien Assignment Agreement

REAL ESTATE LIEN ASSIGNMENT AGREEMENT

This Real Estate Lien Assignment Agreement (the "Agreement") is made as of Effective Date: by and between Assignor Name: , Assignor Address: , and Assignee Name: , Assignee Address: .

RECITALS

WHEREAS, Assignor is the present holder of a lien, claim and security interest arising under that certain instrument described below securing payment and performance by a debtor with respect to certain real property located at Property Address: (the "Property"); and

WHEREAS, the lien to be assigned is evidenced by Instrument Type: , Recorded In: , Instrument/Document No.: , Recorded On: .

WHEREAS, Assignor desires to transfer and assign to Assignee, and Assignee desires to accept, all of Assignor's right, title and interest in and to the lien and any proceeds, remedies and rights associated therewith, on the terms and conditions set forth herein.

NOW, THEREFORE, in consideration of the mutual covenants, representations and agreements set forth herein and other good and valuable consideration, receipt of which is hereby acknowledged, the parties agree as follows:

1. ASSIGNMENT

1.1 Assignment. Assignor hereby irrevocably sells, assigns, transfers and conveys to Assignee all of Assignor's right, title and interest in and to the lien described in the Recitals (the "Assigned Lien"), together with all rights to enforce the Assigned Lien and to receive and collect any amounts payable thereunder, including any proceeds, interest, penalties, costs and attorneys' fees.

1.2 Scope of Assignment. The assignment includes the assigned instrument, all endorsements and assignments, claims, causes of action, and any right to demand, sue for, collect, compromise or settle debts, claims and obligations secured thereby, whether arising before or after the Effective Date.

2. CONSIDERATION

2.1 Consideration. In consideration for the assignment set forth in Section 1, Assignee shall pay to Assignor the sum of $ (the "Consideration"), payable as follows: .

2.2 No Further Obligations. Except as expressly set forth in this Agreement, Assignor shall have no continuing duties to enforce, collect or otherwise act with respect to the Assigned Lien after assignment, except as required to deliver instruments or execute documents necessary to effectuate the assignment.

3. REPRESENTATIONS AND WARRANTIES

Assignor represents and warrants to Assignee as of the Effective Date as follows:

(a) Assignor is the lawful owner of the Assigned Lien and has full right, power and authority to assign the Assigned Lien free and clear of any assignment, lien, encumbrance or adverse claim except as disclosed in writing to Assignee.

(b) To Assignor's knowledge, the Assigned Lien is validly perfected to the extent required by applicable law, and there are no pending or threatened proceedings by a creditor, trustee in bankruptcy, receiver or governmental authority that would impair Assignor's ability to assign the Assigned Lien, except as disclosed in:

(c) Assignor has provided true and complete copies of the instrument(s) evidencing the Assigned Lien, and no material alteration has been made to such instrument(s) subsequent to their execution by the parties thereto.

4. ASSIGNEE'S ACKNOWLEDGMENTS AND COVENANTS

4.1 Acceptance. Assignee accepts the assignment subject to the terms of this Agreement and acknowledges that Assignee takes the Assigned Lien in its present condition and subject to any defenses, offsets or claims existing as of the Effective Date, except as otherwise warranted herein.

4.2 Enforcement. Assignee shall have the sole right, at its option and expense, to enforce, compromise or settle claims and remedies arising from the Assigned Lien, provided that Assignor shall cooperate fully in connection with any such enforcement, compromise or settlement as reasonably requested by Assignee.

5. RECORDING AND FURTHER ASSURANCES

5.1 Documentation and Recording. Assignor shall execute and deliver to Assignee such assignments, endorsements, releases, acknowledgements and other instruments as may be reasonably necessary or desirable to enable Assignee to record and enforce the Assigned Lien in the jurisdiction(s) where the Property is located. The parties shall cooperate in the execution, acknowledgement and recording of documents.

5.2 Recording Costs. Except as otherwise provided, costs of recordation, filing fees and reasonable attorneys' fees incurred in connection with recording or perfecting the Assigned Lien shall be paid by: .

6. INDEMNIFICATION

6.1 Assignor Indemnity. Assignor shall indemnify, defend and hold harmless Assignee from and against any and all losses, liabilities, damages, claims and expenses (including reasonable attorneys' fees) resulting from any breach of Assignor's representations, warranties or covenants contained in this Agreement, or from any claim that Assignor lacked authority to assign the Assigned Lien.

6.2 Assignee Indemnity. Assignee shall indemnify, defend and hold harmless Assignor from and against any liabilities resulting from Assignee's actions in the enforcement or collection of the Assigned Lien after the Effective Date, including any settlement or compromise entered into without Assignor's written consent where such consent was required by this Agreement.

7. COSTS, ATTORNEYS' FEES AND COLLECTIONS

7.1 Collection Costs. The party prevailing in any action or proceeding to enforce rights under this Agreement shall be entitled to recover from the other party its costs and expenses, including reasonable attorneys' fees and court costs, in addition to any other relief awarded.

8. TAXES AND WITHHOLDING

Any transfer, recording or documentary taxes, levies or fees imposed by any governmental authority in connection with the assignment shall be the responsibility of: . Each party shall comply with applicable tax reporting and withholding obligations.

9. NO THIRD-PARTY BENEFICIARIES; WAIVER; AMENDMENT

9.1 No Third-Party Beneficiaries. This Agreement is for the sole benefit of the parties and their respective successors and permitted assigns and does not create any rights in favor of any other person or entity.

9.2 Waiver and Amendment. No waiver of any provision of this Agreement shall be effective unless in writing and signed by the party against whom enforcement is sought. This Agreement may be amended only by a written instrument executed by both parties.

10. GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of , without regard to conflicts of law principles.

11. ENTIRE AGREEMENT

This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, negotiations and discussions, whether oral or written.

12. SEVERABILITY

If any provision of this Agreement is held to be invalid, illegal or unenforceable by a court of competent jurisdiction, the remaining provisions shall remain in full force and effect and shall be construed to effectuate the parties' intent as nearly as possible.

13. NOTICES

All notices, demands or other communications required or permitted hereunder shall be in writing and shall be deemed given when delivered personally, sent by nationally recognized overnight courier, or three (3) business days after being mailed by certified mail, return receipt requested, to the addresses below or to such other address as a party may designate by notice in accordance with this Section.

14. COUNTERPARTS; ELECTRONIC SIGNATURES

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. Execution and delivery of an executed counterpart of a signature page to this Agreement by electronic transmission (including by facsimile or in portable document format) shall be as effective as delivery of a manually executed counterpart.

ADDITIONAL INFORMATION

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