ASSIGNMENT AND ASSUMPTION OF BUILDING LOAN
(sale of property during construction)

Agreement made this day of , 19 , between ______________________ (hereinafter called "Assignor") and ____________________________ (hereinafter called "Assignee"), and ___________________________ (hereinafter called "Lender").

WHEREAS, the Assignor and Lender entered into a certain Building Loan Agreement dated , which Agreement was filed in the Office of the Clerk of the County of New York prior to the recordation of the mortgage hereinafter mentioned, and which Building Loan Agreement is secured by a first mortgage in the principal sum of Dollars, or so much as may have been advanced thereunder, covering the premises described in Schedule A annexed hereto, and which mortgage was recorded in __________________________ .

WHEREAS, the Assignor has requested of Lender permission to assign said Building Loan Agreement to the Assignee and Lender, subject to the terms, conditions and covenants herein contained, has consented thereto.

NOW, THEREFORE, in consideration of the premises and the sum of $1.00 each to the other in hand paid, and other valuable consideration, it is agreed as follows:

FIRST: The Assignor hereby assigns to the Assignee all of the monies now due and payable or which may hereafter become due and payable to the Assignee from Lender together with any and all of its other rights under the aforementioned Building Loan Agreement wherein the Assignor is Borrower and Bank is Lender. Bank is hereby authorized and directed to make all future advances under said Building Loan Agreement to the Assignee and payment of such future advances to the Assignee shall have the same force and effect as if made to Assignor, and the aggregate amount of such advances shall be liens on the premises described in Schedule A.

SECOND: In consideration of this agreement, the Assignee agrees to construct, erect and equip the multiple dwelling required to be erected by the Assignor under the aforesaid Building Loan Agreement, and otherwise assumes all of the obligations of the borrower thereunder and to comply in al respects with the provisions of said Building Loan Agreement.

THIRD: Bank, in consideration of the foregoing, hereby consents to and accepts the within assignment and assumption of the Building Loan Contract hereinabove described with the specific understanding, however, that in no event shall the Assignee be under any personal liability for payment under the mortgage hereinabove referred to and the note secured thereby, and Bank agrees to look solely to the mortgaged premises for the payment of the indebtedness secured by the mortgage and shall not seek a deficiency judgment against the Assignee.

FOURTH: The Assignor, in compliance with Section 13 of the Lien Law, covenants that it will receive the consideration of this assignment and will hold the right to receive such consideration as a trust fund to be applied first for the purpose of paying the cost of the improvements before using any part of the total of the same for any other purpose.