ASSIGNMENT OF NOTE AND LIEN
"EFFECTIVE DATE:" _____________ __, 1999
"INVESTOR:" __________________________,
a __________ _____________
"INVESTOR'S ADDRESS:" __________________________
__________________________
"BORROWER:" __________________________
"GUARANTORS:" __________________________
"PRINCIPAL AMOUNT:" $_________________________
"LOAN DATE:" ____________ __, 1999
Xxxxxxxxxx's Real Estate, Inc., a Texas corporation (the "Lender"), the
present legal and equitable owner and holder of that one certain Promissory
Note (the "Note") in the Principal Amount dated the Loan Date executed by the
Borrower payable to the order of the Lender, for a good and valuable
consideration paid to the undersigned, the receipt and sufficiency of which
is hereby acknowledged, has TRANSFERRED and ASSIGNED, GRANTED and CONVEYED
and by these presents TRANSFERS, ASSIGNS, GRANTS and CONVEYS unto the
Investor, at Investor's Address, all of Xxxxxx's right, title, and interest
in the following documents (collectively the "Transaction Documents"):
A. The Note;
B. That certain mortgage or deed of trust (the "Mortgage") of even date
with the Note, executed by the Borrower, covering the property described on
Exhibit A attached and being duly recorded;
X. Xxxxxxxx by Guarantors in favor of Xxxxxx of even date with the Note.
D. Loan Agreement between Xxxxxxxx and Lender of even date with the Note.
This Assignment of Note and Lien is made and accepted without recourse or
warranties, express or implied, by or upon the undersigned, except as
specifically set forth herein. Lender hereby represents and warrants to
Investor as follows:
1. Each of the Transaction Documents to which Lender is a party has been duly
and validly authorized, executed and delivered by Lender; is in full force
and effect; and constitutes the legal, valid and binding obligation of
Lender, enforceable in accordance with its respective terms, except as
limited by applicable bankruptcy, insolvency, reorganization, moratorium or
similar laws affecting the enforcement of creditors rights generally and
general principles of equity.
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2. No default or event which, with the giving of notice or lapse of time or
both, would become a default has occurred under the Transaction Documents.
3. The Transaction Documents delivered to Investor by Lender constitute the
entire agreement of the parties with respect to the subject matter thereof.
4. Lender has not heretofore assigned or pledged its interest in the Note or
Mortgage, and the Mortgage on subject premises is a first lien free and
clear of any and all encumbrances.
5. All required payments under the Note have been made in a timely manner.
6. There have been no prepayments under the Note.
7. Xxxxxx has delivered to Investor the sole original copy of the Note and
Mortgage.
8. The Note and Mortgage comply with all applicable laws and regulations.
9. Xxxxxx has made all disclosures to the Borrower required by law, and all
sales, use and personal property taxes related to the Note and Mortgage
have been paid in full as required by law.
10. All parties to the Note and Mortgage had full capacity to contract and all
signatures of such parties are genuine.
11. Lender has fully performed all terms, covenants and conditions required on
its part under the Note and Mortgage.
12. Upon request, Xxxxxx will execute such documents as Investor may reasonably
request in furtherance of the foregoing.
13. The execution by Lender of the Transaction Documents and its participation
in the subject transaction is in its ordinary course of business and within
the scope of its existing corporate authority.
14. There is no action, suit or proceeding pending against Lender before or by
any court, administrative agency or other governmental authority which
brings into question the validity of, or might in any way, impair the
execution, delivery or performance by Xxxxxx of this Assignment of Note
and Lien or the Transaction Documents.
15. No approval of, or consent from, any governmental authorities is required
for the execution, delivery or performance by Xxxxxx of any of Transaction
Documents.
16. The execution, delivery and performance by Lender of this Assignment of
Note and Lien and the Transaction Documents and the transactions
contemplated hereby and thereby do not contravene any provisions of law
applicable to Lender and do not conflict and are not inconsistent with,
and will not result (with or without the giving of notice or passage of
time, or both) in the breach of or constitute a default or require any
consent under, or result in the creation of any lien, charge or encumbrance
upon the
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Note or Mortgage under any credit agreement, indenture, mortgage,
purchase agreement, deed of trust, security agreement, lease, guaranty or
other instrument to which Lender is a party or by which Lender may be
bound, or to which Lender or its property may be subject, or under
Lender's by-laws.
Investor shall have full recourse to Lender for breach of any of the
foregoing representations, covenants, and warranties and such recourse shall
survive the execution of this Assignment of Note and Lien.
EXECUTED as of the Effective Date.
XXXXXXXXXX'S REAL ESTATE, INC.
By:
---------------------------------
Name:
-------------------------------
Title:
------------------------------
STATE OF TEXAS )
)
COUNTY OF XXXXXX )
This instrument was acknowledged before me on this the ___ day of _________,
____, by _______________ , __________________ of Schlotzsky's Real Estate,
Inc., a Texas corporation, on behalf of said corporation.
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Notary Public, State of Texas
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EXHIBIT A
LEGAL DESCRIPTION
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