Fillable Assignment of LeAses And Rents (Foundation Title)

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Assignment of LeAses And Rents (Foundation Title)

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Assignment of LeAses And Rents
This ASSIGNMENT OF LEASES AND RENTS (this “Assignment”) is given as of the _____ day of
___________, 20_____ by _______________________ (“Assignor”) to ____________________ (“Assignee”).
RECITALS
A. Assignor is the owner of the real property described in Exhibit A attached hereto. Such real property,
together with all improvements now or hereafter located thereon and all appurtenances thereto, is referred
to as the “Property.”
B. Assignor has executed a Promissory Note, as the same may be modified, extended, renewed, rearranged
or replaced from time to time, (the “Note”) dated _______________ in the principal face amount of
$________________. The Note is secured by, among other things, a Mortgage dated _____________
and recorded ______________ in the ____________ County Clerk’s/Register’s Office in Book
_________ Page _________ or Instrument No. ____________, as the same may be amended,
supplemented, restated or replaced from time to time, (the “Mortgage”), encumbering the Property, from
Assignor to Assignee.
C. The Note, the Mortgage, this Assignment, and all other documents now or hereafter executed or delivered
by Assignor in connection with the loan evidenced by the Note (the “Loan”), as any or all such
documents may be amended, substituted for, or replaced from time to time, are referred to collectively as
the “Loan Documents.”
ASSIGNMENT
NOW, THEREFORE, to induce Assignee to make the Loan, as a partial source of repayment of the Loan,
and as additional security for the payment and performance of all obligations of Assignor to Assignee evidenced
by or referred to in the Loan Documents, whether now existing or subsequently incurred, Assignor hereby
undertakes and agrees as follows:
1. Definitions. Any initially capitalized terms not otherwise defined herein shall have the same meaning
in this Assignment as ascribed to such term in the Mortgage.
2. Assignment of Leases and Rents. Assignor hereby unconditionally, presently, absolutely and
irrevocably grants, transfers and assigns unto Assignee all rents, royalties, issues, profits and income
(“Rents”) now or hereafter due or payable to Assignor for the occupancy or use of the Property, and all
leases, subleases and other use and occupancy agreements affecting the Property or any part thereof now
existing or hereafter entered into between Assignor (or Assignor’s predecessor in interest in title to the
Property or any part thereof) and tenants of Assignor or such predecessor in interest (“Leases”), whether
written or oral, with all security therefor, including all guaranties thereof, now or hereafter affecting the
Property. The aforesaid assignment shall be effective immediately upon Assignor’s execution of this
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Assignment and is not conditioned upon the occurrence of an Event of Default or any other contingency
or event; provided, however, that Assignee hereby grants to Assignor a license to collect, retain and enjoy
such Rents provided that no Event of Default has occurred and is continuing. Such license shall be
revocable by Assignee with notice to Assignor at any time after the occurrence of an Event of Default.
Assignor represents that the Rents payable to Assignor and the Leases have not been heretofore sold,
assigned, transferred or set over by any instrument now in force and will not at any time during the life of
this Assignment be sold, assigned, transferred or set over by Assignor; and Assignor has good right to
sell, assign, transfer and set over the same and to grant to and confer upon Assignee the rights, interest,
powers, and authorities herein granted and conferred. Failure of Assignee at any time or from time to
time to enforce the assignment of Rents and Leases under this section shall not in any manner prevent its
subsequent enforcement, and Assignee is not obligated to collect anything hereunder, but is accountable
only for sums actually collected.
3. Further Assignment. Assignor shall give Assignee at any time upon demand any further or additional
customary forms of assignment or transfer of such Rents, Leases and Security as may be reasonably
requested by Assignee, and shall deliver to Assignee executed copies of all such Leases and security.
4. Application of Rents. Assignee shall be entitled to deduct and retain a just and reasonable
compensation from monies received hereunder for its services or that of its agents in collecting such
monies. Subject to the provisions of said Mortgage, any monies received by Assignee hereunder may be
applied when received from time to time in payment of any taxes, assessments or other liens affecting the
property regardless of the delinquency, such application to be in such order as Assignee may determine.
The acceptance of this Assignment by Assignee or the exercise of any rights by it hereunder shall not be,
or be construed to be, an affirmation by ir of any Lease nor an assumption of any liability under any
Lease.
5. Collection of Rents. Upon or at any time after an Event of Default shall have occurred and be continuing,
Assignee may declare all sums secured hereby immediately due and payable, and may, at its option, with
notice, and whether or not the Secured Obligations shall have been declared due and payable, either in
person or by agemt, with or without bringing any action or proceeding, or by a receiver to be appointed
by a court (a) enter upon, take possession of, manage and operate the Property, or any part thereof
(including without limitation making necessary repairs, alterations and improvements to the Property); (b)
make, cancel, enforce or modify Leases; (c) obtain and evict tenants; (d) fix or modify Rents; (e) do any
acts which Assignee deems reasonably proper to protect the security thereof; and (f) either with or
without taking possession of the Property, in its own name sue for or otherwise collect and receive such
Rents, including those past due and unpaid. In connection with the foregoing, Assignee shall be entitled
and empowered to employ attorneys, and management, rental and other agents in and about the Property
and to effect the matters which Assignee is empowered to do, and in the event Assignee shall itself effect
such matters, Assignee shall be entitled to charge and receive reasonable management, rental and other
fees, charges, costs and expenses of Assignee or such persons shall be additional Secured Obligations.
Assignee may apply all funds collected as aforesaid, less costs and expenses of operation and collection,
including reasonable attorneys’ and agents’ feet, charges, costs and expenses, as aforesaid, upon and
Secured Obligations, and in such order as Assignee may determine. The entering upon and taking
possession of the Property, the collection of such Rents and the application thereof as aforesaid shall not
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cure or waive any default or waive, modify or affect notice of default under the Note or this Assignment
or invalidate any act done pursuant to such notice.”
6. Authority of Assignee. Any tenants or occupants of any part of the Property are hereby authorized to
recognize the claims of Assignee hereunder without investigating the reason for any action taken by
Assignee, or the validity or the amount of secured obligations owing to Assignee, or the existence of any
default in the Note or this Assignment, or under or by reason of this Assignment or Rents and Leases, or
the application to be made by Assignee of any amounts to be paid to Assignee. The sole signature of
Assignee shall be sufficient for the exercise of any rights under this Assignment and the sole receipt of
Assignee for any sums received shall be a full discharge and release therefor to any such tenant or
occupant of the Property. Checks for all or any part of the rentals collected under this Assignment shall
be drawn to the exclusive order of Assignee.
7. Indemnification of Assignee. Nothing herein contained shall be deemed to obligate Assignee to
perform or discharge any obligation, duty or liability of any lessor under any Lease of the Property, and
Assignor shall and does hereby indemnify and hold Assignee harmless from any and all liability, loss or
damage which Assignee may or might incur under any Lease or by reason of the assignment, excluding,
however, any such matter resulting from Assignee’s gross negligence or willful misconduct; and any and
all such liability, loss or damage incurred by Assignee, together with the costs and expenses, including
reasonable attorney’s fees, incurred by Assignee in defense of any claims or demands therefor (whether
successful or not), shall be additional Secured Obligations, and Assignor shall reimburse Assignee
therefor on demand. Notwithstanding the provisions of this Section 7, if there occurs a Deed in Lieu of
Foreclosure Conveyance (as defined below), Assignor’s indemnification of Assignee pursuant to this
Section 7 will be limited to such liabilities, loss, damage, costs and expenses that accrued prior to the date
of the Deed in Lieu of Foreclosure Conveyance.
As used herein, the term “Deed in Lieu of Foreclosure Conveyance” shall mean the transfer of the
Property from Assignor to Assignee or Assignee’s designee in accordance with the following terms and
conditions: Assignor shall deliver to Assignee, in form and substance reasonably satisfactory to
Assignee, (i) a deed in lieu of foreclosure for the Property in proper form for recording subject to only the
Permitted Exceptions, (ii) all transfer tax returns and transfer tax forms required to be filed with such a
deed in lieu of foreclosure, (iii) a bank check covering all transfer taxes, title insurance premiums for an
owner’s title insurance policy reasonably satisfactory to Assignee, and recorded charges for the deed in
lieu of foreclosure and other necessary or required documents, and (iv) any other documentation and other
items reasonably required by Assignee, such as, without limitation, (a) title affidavits, (b) FIRPTA
certificates, (c) certified copies of Assignor’s organizational documents, (d) resolutions and consents of
appropriate parties authorizing the delivery of the deed in lieu of foreclosure, (e) evidence reasonably
satisfactory to Assignee that no Hazardous Materials (as defined in the Environmental Indemnity
Agreement) are then affecting the Property (which evidence shall include a Phase I Environmental Site
Assessment and, if applicable, a Phase II Environmental Site Assessment), (f) an update to the survey as
required by the title company for the issuance of such owner’s title insurance policy, (g) a bill of sale in
favor or Assignee or Assignee’s designee for any and all Chattels and Intangible Personalty, (h) an
assignment of all Leases, (i) an assignment of all permits, licenses, warranties and contracts at and/or
affecting the Property, (j) letters executed by Assignor to all tenants at the Property notifying such tenants
Page 4 of 7
of the transfer by Deed in Lieu of Foreclosure Conveyance and directing the tenants to pay all Rent and
other amounts due under the respective Leases to an address designated by Assignee, (k) a certified rent
roll for the Property as of the date of transfer by Deed in Lieu of Foreclosure Conveyance, (l) all leasing
files necessary for the administration of the Property, (m) certified statement of all accounts payable, and
(n) evidence or of a bank check for the payment of, any and all accrued taxes, assessments, and/or utility
charges affecting the Property, which accrued up to and including the date of transfer by Deed in Lieu of
Foreclosure Conveyance.
8. Cross-Default Clause. Any default by Assignor in the performance or observance of any
covenant or condition hereof, and the continuance thereof after any notice and cure period, shall be
deemed an Event of Default under each of the Loan Documents, entitling Assignee to exercise all or any
remedies available to Assignee under the terms of any or all Loan Documents and any Event of Default
under any other Loan Documents shall be deemed a default hereunder, entitling Assignee to exercise any
or all remedies provided for herein. Failure by Assignee to exercise any right which it may have
hereunder shall not be deemed a waiver thereof unless so agreed in writing by Assignee, and the waiver
by Assignee of any such default by Assignor hereunder shall not constitute a continuing waiver or a
waiver of any other default or the same default on any future occasion.
9. Reassignment by Assignee. Assignee may assign all or part of Assignor’s right, title, and interest in
any or all Leases (to the extent of the interests therein conferred upon Assignee by the terms hereof) to
any subsequent holder, owner, co-owner or participant, of or in the Note or other Loan Documents, or to
any person who acquires title to the Property through foreclosure or otherwise. From and after the
acquisition of title to the Property by any person, through foreclosure or conveyance in lieu of
foreclosure, no assignee, of Assignor’s interest in any Lease shall be liable to account to Assignor for the
rents, income, and profits thereafter accruing. The recording of any valid release of the Mortgage shall
operate as a release of this Assignment in favor of the then owner of the Property; provided, that the
recording of any valid partial release of the Mortgage shall operate as a release hereof only with respect to
that portion of the Property thereby released from the Mortgage, the term “Property” as used herein being
deemed thereafter to refer only to that portion of the Property remaining encumbered by the Mortgage and
the term “Assignor” as used herein being deemed thereafter to refer only to the owner or owners of such
remaining portion of the Property; and provided further, that the affidavit of any officer of Assignee
stating that any part of the indebtedness secured hereby remains unpaid shall constitute conclusive
evidence of the validity, effectiveness and continuing force of this Assignment, and any person may and
is hereby authorized to rely upon such affidavit.
10. Rights and Remedies. All rights and remedies set forth in this Assignment and
in the other Loan Documents arc cumulative, and the holder of the Note and of every other obligation
secured hereby may recover judgment thereon, issue execution therefor and resort to every other right or
remedy available at law or in equity, without first exhausting and without affecting or impairing the
security of any right or remedy afforded hereby. Unless expressly provided in this Assignment to the
contrary, no consent or waiver, whether express or implied, by any interested party ref erred to herein
regarding any breach or default by any other interested party referred to herein, in the performance by
such other party of any obligations contained herein shall be deemed a consent to or waiver of the party of
the performance by such other party of any other obligations hereunder or the perfom1ance by any other
interested party referred to herein of the same, or of any other obligations hereunder.
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11. Interpretation. If any provision of this Assignment or any paragraph, sentence, clause, phrase or
word, or the application thereof, is held invalid in any circumstance, the validity of the remainder of this
Assignment shall be construed as if such invalid part were never included herein.
12. Successors and Assigns. This Assignment and all provisions hereof shall be binding upon
Assignor, its successors and assigns, and all other persons or entities claiming under or through Assignor
and the “Assignor,” when used herein, shall include all such persons and entities and any others liable for
the payment of the indebtedness secured hereby or any part thereof, whether or not they have executed the
Note or this Assignment. The word “Assignee,” when used herein shall include Lender’s successors and
assigns, including all other holder, from time to time, of the Note. This Assignment shall run with the
land constituting the Property.
13. Binding Effect. The provisions of this Assignment shall bind and benefit the parties hereto and
their respective successors and permitted assigns.
14. Notices. Notices under this Assignment shall be given in the manner set forth in the Mortgage.
15. Governing Law. This Assignment shall be construed and enforced according to the laws of the
State of New Jersey, without giving effect to conflict of laws principles.
16. Conflict with Mortgage. In the event of any conflict between the terms hereof and the terms of the
Mortgage, the Mortgage shall control and be binding.
17. Non-Recourse. Assignor’s obligations hereunder are subject to and limited by the terms of the
Mortgage.
Signed and delivered as of the date first above written.
ASSIGNOR:
______________________________________
By:
Page 6 of 7
SCHEDULE A
LEGAL DESCRIPTION
Page 7 of 7
STATE OF NEW JERSEY )
) ss:
COUNTY OF ______________)
On the_________ day of __________, 20_____ before me, the undersigned, a Notary Public in and for the state
of New Jersey, personally appeared _______________________________________________, personally known
to me or proved to me on the bases of satisfactory evidence to be the individual(s) whose name(s) is (are)
subscribed to the within instrument and acknowledged to me that he/she/they executed same in his/her/their
capacity(ies), and that by his/her/their signature(s) on the instrument, the individual(s), or the person upon behalf
of which the individual(s) acted, executed the instrument.
__________________________________________________
Notary Public
My Commission Expires
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Assignment of LeAses And Rents (Foundation Title)

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Completed 23 September 2021

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