This assignment may be used by a lender, or any individual who has loaned money (the
“Assignor”) where the loan was secured by a promissory note, to assign all interests the
assignor has in the promissory note, including all rights, title, and benefits of payment to
a third party (the “Assignee”). The original promissory note can be attached to this
document under Exhibit A. This assignment is ideal for a lender or individual who wants
to purchase or sell their interest in a promissory note.
ASSIGNMENT OF PROMISSORY NOTE
THIS ASSIGNMENT OF PROMISSORY NOTE (the “Assignment”) made this
_____ day of ______________, 20___, between _________________________ (the
“Assignor”), whose address is ____________________________, and
__________________________ (the “Assignee”), whose address is
___________________________, collectively referred to herein as (the “Parties”).
RECITALS:
WHEREAS the Assignor is the lender referred to in the Promissory Note executed on
__________________ between Assignor and [Insert Name of Borrower] which is more
particularly described in Exhibit “A” attached hereto (the “Note”); and
WHEREAS the Assignor wishes to assign all rights, title and interest to the Note to
Assignee, and Assignee wishes to acquire all rights, title, and interest in the Note.
NOW THEREFORE THIS ASSIGNMENT WITNESSES THAT, the Parties hereto
agree as follows:
1. The Assignor does hereby irrevocably assign to the Assignee, all of (its/his/her) rights,
title, and interest in the Note. .
2. The Assignee hereby acknowledges and agrees that in consideration for the assignment to
and in the Note, the Assignee shall pay to the Assignor the sum of
_________________________ ($__________) Dollars on the _____ day of ________________,
20____ (or within _________ (____) days of the execution of this Assignment, or concurrently
herewith the execution of this Assignment). The payment shall be made by [Insert method of
payment, for example, cash, cashier’s check, or wire transfer].
(or alternatively)
2. The Assignee hereby acknowledges and agrees that in consideration for the assignment to
and in the Note, [Insert the consideration if not an amount of money, for example, a waiver of a
previously owed debt by Assignor to Assignee].
3. The Assignor hereby represents and warrants to Assignee the following:
(i) the Assignor has the right, power and authority to enter into this Assignment with
the Assignee;
(ii) the Assignor is the exclusive owner of all right, title, interest to the Note and all
benefits flowing therefrom;
(iii) the Note is free and clear of any all liens, or encumbrances of any kind;
(iv) there are no claims against the Note by any third party; and
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(v) the Assignor is not subject to any agreement, whether written or otherwise, which
would prevent the Assignor from have all right, power and authority to assign
the Note.
4. The Parties hereby acknowledge and agree that should either party or their respective
heirs, successors or assigns have to enforce the terms, conditions and provisions of this
Assignment, the party prevailing in enforcing this Assignment, shall be entitled, in addition to
such other relief as a court of applicable jurisdiction may grant, to recover (its/his/her)
reasonable attorneys' fees in such enforcement of this Assignment, from the party against whom
enforcement was sought.
5. The Parties hereby acknowledge and agree that this Assignment, contains the entire
understanding and agreement between the Parties hereto with respect to its subject matter and
supersedes any and all prior or written or oral assignments, representations or warranties between
the Parties respecting the subject matter hereof.
6. The Parties hereby acknowledge and agree that this Assignment may be amended by
either of the Parties hereto, upon written notice by the other party and upon the mutual
agreement of both of the Parties.
7. The Parties hereby acknowledge and agree that should any term, condition, provision or
covenant of this Assignment, or the application thereof to any person, shall be held by a court of
competent jurisdiction to be invalid, unenforceable or void, the remainder of this Assignment
and such term, condition, provision or covenant as applied to other persons, places and
circumstances shall remain in full force and effect.
8. The Assignee hereby acknowledges and agrees to perform any and all further acts and
execute and deliver any and all further documents that may be reasonably necessary to carry out
the provisions of this Assignment.
9. This Assignment shall be constru