First Right of Refusal for Reassignment


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									This is an agreement that limits one party’s right to reassign a debt under an existing
contract. This agreement provides that the lender has a contractual right to certify or
deny the debtor’s reassignment of the debt to a third party. If the debtor receives a
bona fide offer for the reassignment of the debt, the lender has a certain number of days
to accept or reject the reassignment. This document should be used by parties to an
existing contract to limit the right to reassign a debt to another party unless approved by
the lender.

       THIS AGREEMENT dated this ______ day of ___________, 201_________.


                                   (hereinafter, AParty 1@),
                                                                    OF THE FIRST PART;

                                   - and -


                                   (hereinafter, AParty 2@),

                                                                 OF THE SECOND PART.

      WHEREAS the Party 1 has authorized the issue to Party 2 of
_____________________________ [PROVIDE NAME OF RELEVANT DOCUMENT]
dated the _____ day of ________________, 201_______ in the principal amount of
___________________ ($___________) Dollars pursuant to and dated the ____ day of
__________, 201____ between Party 1 and Party 2, as such may be amended from timeto- time;

        AND WHEREAS it is a condition of the issue of ____________________ [PROVIDE
NAME OF RELEVANT DOCUMENT] that Party 1 execute an agreement giving Party 2 the
first opportunity to the reassignment of the debt owing to Party 2.

       NOW THEREFORE THIS AGREEMENT WITNESSETH that in consideration of the
premises, the parties covenant and agree as follows:


1.01 Party 1 shall not enter into nor conclude any agreement to reassign the debt except in
compliance with this Agreement.

1.02 If Party 1 receives a bona fide offer of reassignment of the debt from another arm=s
length lender on terms and conditions that Party 1 is prepared to accept (hereinafter, the
"Acceptable Offer@), Party 1 shall forthwith deliver to Party 2 a copy of such offer.

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1.03 Party 2 shall have, for a period of ____________ (___) banking days following receipt of
the Acceptable Offer, the first right and option to provide a reassignment of the debt on the same
terms and conditions as contained in the Acceptable Offer from the third party lender.

1.04 If Party 2 wishes to exercise its first right and option as herein granted it shall, prior to
expiry of the said ______________ (___) day period, submit to Party 1 an executed
__________________ [SPECIFY TYPE OF AGREEMENT] agreement on the same terms and
conditions as the Acceptable Offer, which offer of Party 2, Party 1 shall be obligated to accept.

1.05 If Party 2 does not exercise its first right and option as herein granted within the time
period so stipulated, Party 1 shall be obligated to accept the Acceptable Offer and complete the
financing on the terms and conditions therein contained.

1.06 If the financing pursuant to the Acceptable Offer is not completed within ninety (90) days
from the giving of notice to Party 2 as aforementioned, no financing shall be made without Party
1 again complying with the terms of this Agreement.

1.07 Any notice that may be given hereunder shall be given in accordance with the provisions
of the ___________________ [PROVIDE NAME OF DOCUMENT].

       IN WITNESS WHEREOF Party 1 and Party 2 have executed this Agreement as of the
day and year first written above.

Witness:                                            Party 1

Witness:                                            Party 2

© Copyright 2011 Docstoc Inc.                                                         3

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