MORTGAGE ASSUMPTION AGREEMENT

THIS MORTGAGE ASSUMPTION AGREEMENT (hereinafter referred to as the

"Agreement") made and entered into as of this ____ day of _____________, 19____, by and

between ____________________, of _____________________________, (hereinafter referred to

as the "Lender") and ___________________________, of ___________________________

(hereinafter referred to as "Borrower").

W I T N E S S E T H:

WHEREAS, Lender is the holder and owner of the following documents (hereinafter

sometimes collectively referred to as the "Loan Documents"):

1. Mortgage Note dated _____________________, in the original principal face amount of

______________________ DOLLARS ($_________) executed and delivered by

______________________ (hereinafter referred to as the "Original Borrower") in favor of Lender

(hereinafter referred to as the "Note"); and,

2. Mortgage given by Original Borrower as "Mortgagor" to Lender as "Mortgagee" dated

_____________________, which Mortgage is recorded on the Public Records of _________

County, _________ at O.R. Book ____, Page ____ (hereinafter referred to as the "Mortgage"), and

which Mortgage encumbers the real property as described therein; and,

WHEREAS, the Original Borrower is desirous of conveying the property encumbered by

the Mortgage, (hereinafter referred to as the "Property") to Borrower; and,

WHEREAS, the Borrower desires to receive said Property and formally assume the

Mortgage and perform all of the covenants and conditions contained in the Mortgage Note, the

Mortgage and all other Loan Documents as partial consideration for its purchase of the Property

and as consideration for the Lender's willingness to consent to the sale of the Property which is

encumbered by the Loan Documents; and,

WHEREAS, the Mortgage expressly prohibits the conveyance of the Property without the

express written consent of the Lender; and,

WHEREAS, the Lender is unwilling to give its consent to the transfer of the Property to the

Borrower unless the Borrower shall assume all of the obligations heretofore imposed by the Loan

Documents upon the Original Borrower;

NOW, THEREFORE, for and in consideration of the sum of TEN DOLLARS ($10.00) and in

consideration of the Premises and of the mutual covenants contained herein, and for other good

and valuable considerations, the receipt and sufficiency of which are hereby acknowledged by the

parties, the parties hereto agree as follows:

1. Assumption. Borrower expressly assumes the Loan Documents and agrees to perform

all covenants, conditions, duties and obligations contained therein and agrees to pay the Note and

the obligations evidenced thereby in a prompt and timely manner in accordance with the terms

thereof.

2. Consent to Conveyance. Lender hereby consents to the transfer of the Property to the

Borrower, but the Lender expressly reserves the right to withhold its consent to any future sale or

transfer of the Property, as provided for in the Mortgage.

3. Warranties and Representations. Borrower affirms, warrants, represents and covenants

that Borrower has no defenses nor rights of set-off against Lender or against the payment,

collection or enforcement of the indebtedness evidenced by the Note and secured by the Mortgage

and owed to Lender. Borrower further warrants and represents as follows:

a. Borrower has done no acts nor omitted to do any act which might prevent Lender from,

or limit Lender in, acting upon or under any of the provisions herein, in the Mortgage, in the Note or

any other Loan Documents;

b. Borrower is not prohibited under any other agreement with any other person or any

judgment or decree, from the execution and delivery of this Agreement, the performance of each

and every covenant hereunder or under the Mortgage, Note or any other Loan Documents;

c. No action has been brought or threatened which would in any way interfere with the

right of Borrower to execute this Agreement and perform all of Borrower's obligations contained

herein, in the Note, in the Mortgage, or in any other Loan Document;

d. All financial statements of Borrower and Guarantors, if any, are true and correct in all

respects, fairly present the respective financial conditions of the subjects thereof, as of the

respective dates thereof and no material adverse change has occurred that would affect Borrower's

or Guarantors', if any, ability to repay the indebtedness evidenced by the Note and secured by the

Mortgage;

e. Borrower is duly formed, validly existing and in good standing under the laws of the

State of ______________ and has full power and authority to consummate the transactions

contemplated under this Agreement.

4. Acknowledgements. Borrower acknowledges that:

a. The Loan Documents are in full force and effect; and,

b. The principal balance of the loan as represented by the aforesaid Note as of the date of

this Agreement is _____________ DOLLARS ($___________) and principal and interest are

unconditionally due and owing to the Lender as provided in the Note.

5. Costs. Borrower shall pay all costs of the assumption made hereby, to include without

limitation, attorneys' fees and recording costs, as well as the cost of an endorsement to Lender's

title insurance policy insuring the lien of the Mortgage after the recording of this Agreement. Such

costs shall be due at closing hereunder and the payment thereof shall be a condition precedent to

Lender's consent to the transfer of the Property to Borrower. In the event that it is determined that

additional costs relating to this transaction are due, Borrower agrees to pay such costs immediately

upon demand.

6. Assumption Fee. In consideration of Lender's consenting to the conveyance of the

Property to the Borrower, Lender is entitled to, and has earned, an assumption fee in the amount of

____ percent (___%) of the original principal face amount of the indebtedness evidenced by the

Note. Said fee shall be due and payable upon the execution and delivery of this Agreement.

Borrower hereby agrees and acknowledges that said fee is being charged solely for costs relating

to the assumption of the Mortgage and not as interest for the forbearance or use of money.

7. Recordation. The recording of this Agreement on the Public Records shall evidence the

closing of the transaction described herein.

8. Paragraph Headings. The paragraph headings used herein are for convenience of

reference only and shall not be used in the interpretation or construction hereof.

9. Governing Law. This Agreement shall be governed, interpreted and construed by,

through and under the laws of the State of _______________.

10. Time of the Essence. Time is of the essence of this Agreement.

11. Attorneys' Fees. All costs incurred by Lender in enforcing this Agreement and in

collection of sums due Lender from Borrower, to include, without limitation, reasonable attorneys'

fees through all trials, appeals, and proceedings, to include, without limitation, any proceedings

pursuant to the bankruptcy laws of the United States and any arbitration proceedings, shall be paid

by Borrower.

12. Binding Effect. This Agreement shall inure to the benefit of and be binding upon the

parties hereto as well as their successors and assigns, heirs and personal representatives.

IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement as

follows:

As to Lender this ____ day of ___________________, 19____.

"LENDER"

WITNESSES:

_________________________ _____________________________

_________________________

As to Borrower this (20) day of _________________, 19____.

"BORROWER"

WITNESSES:

_________________________ _____________________________

_________________________

STATE OF __________________)

)

COUNTY OF _________________)

THE FOREGOING instrument was acknowledged before me this (28) day of

_______________, 19____, by __________________.

____________________________

Notary Public

My Commission Expires: _________________

STATE OF __________________)

)

COUNTY OF _________________)

THE FOREGOING instrument was acknowledged before me this ____ day of

______________, 19(30), by ______________.

______________________________

Notary Public

My Commission Expires: _________