Deed in Lieu Agreement

Deed in Lieu of Foreclosure Agreement

Agreement made on the (date), by and between

of , hereinafter jointly and severally referred to herein as Borrower,

and , a organized and existing under the laws of the state of , with its principal office located at , referred to herein as Lender.

Whereas, Borrower owns certain real and personal property located at , as more fully described on Exhibit A attached hereto and made a part hereof, hereinafter referred to as the Premises; and

Whereas, to evidence and secure a certain loan (the Loan) made by the Lender to the Borrower, the Borrower executed and delivered to the Lender a Promissory Note (the Note) and a Deed of Trust dated the day of , , and recorded as Instrument No. in Book Page of the Official Records of the County Clerk and Recorder, in , State of Colorado, said Note and Deed of Trust being hereinafter referred to as the Loan Documents; and

Whereas, Borrower defaulted in performing his/her obligations under the Loan Documents by failing to pay installments of principal and interest and the real estate taxes on the Premises; and

Whereas, all notice provisions contained in the Loan Documents have been complied with, all grace periods have either expired or been waived by the Borrower, and the Lender has declared the principal, interest, and all other indebtedness owing by the Borrower to the Lender pursuant to the Loan Documents (hereinafter called the Indebtedness) to be due and payable; and

Whereas, Borrower has determined that the fair market value of the Premises is less than the amount of the Indebtedness; and

Whereas, Borrower has requested that the Lender resolve the default of the Borrower under the Loan Documents by agreeing to accept a conveyance of the Premises to the Lender in return for the satisfaction of the Indebtedness and other obligations under the Loan Documents on the terms and conditions set forth in this Agreement.

Now, therefore, for and in consideration of the mutual covenants contained in this agreement, and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties agree as follows:

Section 1. Conveyances to the Lender. On the Closing Date (as hereafter defined), the Borrower shall convey or cause to be conveyed to the Lender absolutely and free of any right of redemption or other right or interest of the Borrower, or anyone claiming by or through the Borrower, the following real and personal property: (a) all of the land situated at , described in Exhibit A attached, together with all buildings, fixtures, and other improvements now or hereafter located thereon and all appurtenances thereunto belonging; and (b) all tangible and intangible personal property which is owned by the Borrower, or any person claiming by or through the Borrower located or in or used in connection with the ownership, financing, operation, and maintenance of the Premises.

Section 2. Consideration.

A. Subject to the satisfaction by the Borrower of the conditions herein contained, the Lender shall accept the conveyance of the Premises to the Lender in full, final, and complete settlement, accord, and satisfaction of the Indebtedness and the other obligations of the Borrower owing under the Loan Documents.

B. Provided that the Borrower perform their respective obligations under this Agreement, the Lender agrees to pay the sum of Dollars ($) to the Borrower in two (2) installments. The first installment in the amount of Dollars ($) to be paid on the Closing Date and the balance of Dollars ($) to be paid on the later of: (i) the satisfaction of all obligations owing by the Borrower to the Lender under the terms of this Agreement; or (ii) that date which is ninety-one (91) calendar days after the Closing Date.

C. The Borrower represents that the Indebtedness is no less than Dollars ($) in principal and accrued but unpaid interest and attorneys' fees owing by the Borrower to the Lender.

D. The Borrower represents that it has made an independent determination of the fair market value of the Premises and as a result thereof, it has concluded that: (i) the amount of the Indebtedness substantially exceeds the fair market value of the Premises; (ii) the Premises is unable to generate sufficient income to repay the Indebtedness in accordance with the terms of the Loan Documents; and (iii) the consideration to be received by the Borrower pursuant to the terms of this Agreement represents the payment by the Lender of full, fair, and adequate consideration for the Premises.

Section 3. Closing Date.

A. The Closing shall occur on or before 5:00 p.m. on (the Closing Date) at the offices of .

B. If, for any reason except the Lender's breach of this Agreement, the conditions precedent to closing required to be performed by the Borrower under this Agreement have not been performed and the transactions consummated on or before the Closing Date, the Lender, at the Lender's sole option, may by written notice to the Borrower extend the Closing Date or terminate all obligations.

Section 4. Closing Documents. On the Closing Date, the Borrower will deliver or cause to be delivered to the Lender the following items which will be duly executed and acknowledged:

A. A Quitclaim Deed in the form of Exhibit B attached hereto and made a part hereof conveying to the Lender good and marketable fee simple title to the Premises subject only to title exceptions described on Exhibit C attached hereto and made a part hereof;

B. A Bill of Sale in substantially the form of Exhibit D attached hereto and made a part hereof conveying to the Lender marketable title to the personal property therein described, free and clear of all liens and encumbrances;

C. A Consent Judgment duly executed and acknowledged by the Borrower and such further documents as the Lender might reasonably request to facilitate the foreclosure of the liens and security interests created by the Loan Documents; and

D. Such other conveyance documents as might be reasonably requested by the Lender to transfer absolute ownership of all of the property interests comprising the Project to the Lender.

Section 5. Exchange of Releases.

A. Effective on the Closing Date and only if the transactions contemplated by this Agreement are consummated, the Borrower shall release, acquit, and forever discharge the Lender and the Lender's subsidiaries, affiliates, officers, directors, agents, and employees from any and all claims, demands, debts, actions, causes of action, suits, contracts, agreements, obligations, accounts, defenses, offsets against the Indebtedness, and liabilities of any kind or character whatsoever.

B. The Borrower shall not commence, join in, prosecute, or participate in any suit or other proceeding in a position which is adverse to any of the Lender and its Affiliates arising directly or indirectly from any of the foregoing matters.

C. Effective on the Closing Date and only if the transactions contemplated by this Agreement are consummated, the Lender shall release, acquit, and forever discharge the Borrower from any and all claims, demands, debts, actions, causes of action, suits, contracts, agreements, obligations, accounts, defenses, and liabilities of any kind or character whatsoever, known or unknown, suspected or unsuspected.

Section 6. Termination of Lender's Releases. The release provided to the Borrower in Section 5.C of this Agreement will be voided ab initio in the event any one or more of the following occurs:

(a) The Borrower or any person claiming by or through the Borrower commence, joins in, assists, cooperates in, or participates as an adverse party or as an adverse witness in any suit or other proceeding against Lender and its Affiliates relating to the Loan, the Loan Documents, the Indebtedness, or the Premises;

(b) The deed or any other document evidencing a conveyance of the Premises to the Lender is ever rendered void or is rescinded by operation of law or by order of any state or federal court of competent jurisdiction;

(c) The Borrower or any person claiming by or through the Borrower denies the Lender the right to inspect the Premises or related books, records, contracts, and insurance policies maintained by the Borrower;

(d) The release of the Lender and its Affiliates is ever rendered void, is rescinded, or is adjudicated unenforceable by operation of law or by court order.

Section 7. Corporate Authority. Each party to this Agreement represents and warrants that necessary corporate action has been taken and that execution of this Agreement does not constitute a violation or breach of governing documents or law.

Section 8. Deliveries by the Borrower. The Borrower shall deliver or cause the following items relating to the Premises to be delivered to the Lender within five (5) business days after each written request therefore:

(a) any personal property comprising the Premises that is owned or leased by the Borrower or by a person claiming by or through the Borrower;

(b) any insurance policies;

(c) any warranties, guarantees, and assurances given by third parties with respect to any part of the Premises;

(d) any certificates of occupancy, licenses, and other governmental permits;

(e) any drawings, engineering reports, maps, plans, and specifications and other similar matters;

(f) any agreements, employment agreements, purchase orders, maintenance agreements, franchise agreements, union contracts, or other similar agreements;

(g) any tax assessments, notices, and statements;

(h) income and expense statements covering the operation of the Premises for the calendar year 20____;

(i) all books and records pertaining to the Premises;

(j) any keys necessary to obtain full access to the Premises;

(k) all cash located on the Premises;

(l) evidence satisfactory to the Lender that the coverage afforded by continues in effect; and

(m) all instruments required by the Title Insurer as a condition precedent to the issuance of a policy of owner's title insurance to the Lender, including an Estoppel Affidavit.

Section 9. Representations and Warranties. The Borrower hereby represents and warrants to the Lender that to the best knowledge of the Borrower after due inquiry and investigation:

(a) Attached hereto as Exhibit F is a true, complete, and correct listing of all employment agreements, commitments, rental agreements, equipment leases, guarantees, leases, contracts, undertakings, and arrangements entered into by the Borrower or anyone on the Borrower's behalf, whether written and oral, relating to the Premises;

(b) The Borrower has delivered to the Lender copies of all documents relating to such matters;

(c) Attached hereto as Exhibit G is a true and correct listing of all claims against the Premises and all other payables owing in connection with the Premises;

(d) The Borrower is represented by legal counsel of his/her choice and has voluntarily entered into this Agreement;

(e) The Borrower is now and on the Closing Date will have a net worth no less than $;

(f) The transfer of the Premises to the Lender will not render the Borrower insolvent;

(g) The Borrower has made adequate provision for the payment of all creditors of the Borrower other than the Lender; and

(h) Borrower has not entered into this transaction to provide preferential treatment to the Lender or any other creditor in anticipation of seeking relief under the Bankruptcy Code.

The continued validity in all respects of all representations and warranties made in this Agreement will be a condition precedent to the Lender's obligations created by this Agreement.

Section 10. No Third Party Beneficiaries. The Borrower acknowledges and agrees that the acceptance by the Lender of ownership of the Premises will not create any obligation on the part of the Lender to third parties. No person not a party to this Agreement will be a third-party beneficiary or acquire any rights hereunder.

Section 11. Absolute Conveyance. The Borrower acknowledges and agrees that the conveyance of the Premises to the Lender is an absolute conveyance of all of the Borrower's right, title, and interest in and to the Premises.

Section 12. No Merger. The parties acknowledge and agree that the Loan Documents will remain in full force and effect after the transactions contemplated by this Agreement have been consummated.

Section 13. Indemnification. The Borrower agrees to hold the Lender harmless from and against any and all liabilities, claims, demands, losses, damages, costs and expenses, actions, or causes of action arising out of or relating to any breach of any covenant or agreement.

Section 14. Time. Time is of the essence of this Agreement and each provision of this Agreement.

Section 15. Notices. Any notice, payment, demand, or communication required or permitted to be given by any provision of this Agreement will be deemed to have been given when delivered personally or sent by certified mail to the following addresses:

To the Lender:

With a copy to:

To the Borrower:

With a copy to:

Section 16. Brokerage. The parties represent and warrant that the transactions contemplated are made without liability for any commission.

Section 17. Entire Agreement. This Agreement constitutes the entire and final agreement among the parties.

Section 18. Binding Effect. This Agreement will inure to the benefit of and bind the respective heirs, personal representatives, successors, and permitted assigns of the parties hereto.

Section 19. Relationship. The relationship between the Borrower and the Lender is that of debtor and creditor.

Section 20. Severability. If any clause or provision is determined to be illegal, invalid, or unenforceable, the remainder of this Agreement will not be affected.

Section 21. Headings. Paragraph or other headings are for reference purposes only.

Section 22. Counterpart Execution. This Agreement may be executed in counterparts.

Section 23. Governing Law. This Agreement will be interpreted and construed under the laws of the State of Colorado.

Section 24. Cooperation. The Borrower and the Lender agree to execute and deliver such documents and to do such other acts as may be reasonably requested.

Section 25. Amendment. This Agreement may be changed only by a written instrument signed by the party against whom enforcement is sought.

EXECUTED on the dates hereafter specified, effective as of the date first above written.