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  STACK METHOD — DRAFT TEMPLATE — NOT LEGAL ADVICE — ATTORNEY REVIEW REQUIRED
  Provided "as is," for education only. No liability accepted. [BRACKETS] = fill in.
  Wholesaling/assignment is regulated in some states (licensing, disclosure).
  Confirm your state's rules with counsel.
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            ASSIGNMENT OF PURCHASE AND SALE AGREEMENT

This Assignment is made [DATE] between [BUYER ENTITY] ("Assignor") and
[END BUYER ENTITY] ("Assignee").

1.  ASSIGNMENT. Assignor assigns to Assignee all of Assignor's rights and
    obligations under the Purchase and Sale Agreement dated [DATE] for
    [PROPERTY ADDRESS] (the "PSA"), and the related Stack Method documents.

2.  ASSUMPTION. Assignee assumes and agrees to perform all of Assignor's
    obligations under the PSA AND all obligations to the Seller under the
    Security Agreement (Doc 04) and Operating Agreement (Doc 05), which SURVIVE
    the assignment for the Seller's benefit.

3.  ASSIGNMENT FEE. Assignee pays Assignor an assignment fee of $[FEE] at Closing.
    [Disclosed to Seller: yes/no per state rules.]

4.  SELLER PROTECTIONS SURVIVE. Nothing in this Assignment reduces the Seller's
    cash at closing, carried amount, balloon, 60-day cure, balloon-extension, or
    other protections. Assignee acknowledges and is bound by them.

5.  ASSIGNEE REPRESENTATIONS (vetting). Assignee represents it has the funds/
    financing to close, will keep the Property reasonably maintained and
    cash-flowing, will service the Senior Loan, and will not strip equity or place
    impermissible liens in violation of Docs 04/05.

6.  GUARANTY / HOLDBACK (recommended). [ ] Assignee principal personally guarantees
    performance of Seller obligations. [ ] $[__] held in escrow as security for [__].

7.  INDEMNITY. Assignee indemnifies Assignor and Seller for Assignee's post-closing
    acts/omissions.

8.  ASSIGNOR RELEASE & PROTECTIONS (Doc 14 incorporated). On the Assignee's
    assumption, the Assignor is FULLY RELEASED from further liability under the PSA
    and Stack Method documents. Assignor keeps the assignment fee regardless of the
    deal's later outcome. Assignee indemnifies Assignor for all post-assignment acts.
    Disputes: mediation then arbitration in [VENUE]; prevailing-party attorney fees.

9.  GOVERNING LAW. [STATE]. Binds successors and assigns.

Assignor: ____________________  Date: ______
Assignee: ____________________  Date: ______
Acknowledged by Seller (optional/if required): ____________________ Date: ______