Legal Deed of Forbearance

LEGAL DEED OF FORBEARANCE

This Deed of Forbearance (the "Deed") is made on between Lender Name: whose principal place of business is and Borrower Name: , whose principal place of business or residence is .

RECITALS

WHEREAS, Lender and Borrower are parties to that certain agreement identified as: Agreement Reference/Loan No.: dated (the "Underlying Agreement");

WHEREAS, an Event of Default under the Underlying Agreement has occurred, described as: ; and

WHEREAS, Lender is willing, subject to the terms of this Deed, to forbear from exercising certain remedies available under the Underlying Agreement and applicable law for the limited Forbearance Period, provided Borrower complies with the conditions set forth herein.

NOW, THEREFORE, in consideration of the mutual covenants contained herein and other good and valuable consideration, the parties agree as follows:

1. DEFINITIONS

In this Deed, unless the context otherwise requires, the following terms shall have the following meanings: "Forbearance Period" means the period commencing on and ending on ; "Obligations" means all sums, liabilities, and duties owed by Borrower to Lender under the Underlying Agreement, including principal, interest, fees, costs and expenses.

2. GRANT OF FORBEARANCE

Subject to the terms and conditions of this Deed, Lender hereby agrees to forbear from exercising any right of acceleration, foreclosure, repossession, or other remedies available under the Underlying Agreement or at law with respect to the Obligations during the Forbearance Period solely to the extent necessary to permit Borrower to attempt performance of the Forbearance Conditions described in Section 3. This forbearance is conditional and not a waiver except as expressly set forth in writing.

3. FORBEARANCE CONDITIONS

Borrower's obligations during the Forbearance Period include, without limitation:

a) Payment: Borrower shall pay to Lender the sum of representing interim payments as follows: due on or before and thereafter in accordance with the schedule attached or described in the Underlying Agreement.

b) Fees and Interest: Borrower shall pay all accrued interest and a forbearance administrative fee in the amount of on or before .

c) Covenants: Borrower shall maintain insurance, preserve collateral, provide monthly financial statements and any other documentation reasonably requested by Lender, delivered to Lender's notice address within days of each reporting period.

4. EVENTS OF DEFAULT

The following shall constitute an Event of Default under this Deed: (i) Borrower's failure to perform any material obligation under Section 3; (ii) any representation or warranty made by Borrower proves to be materially untrue or misleading; (iii) Borrower becomes insolvent, admits inability to pay debts, seeks relief under bankruptcy laws, or a receiver or similar officer is appointed for substantial assets of Borrower; or (iv) breach of any material provision of the Underlying Agreement not cured within any applicable grace period.

5. REMEDIES ON DEFAULT

Upon the occurrence of an Event of Default, Lender shall have the right, at its election and without further notice or demand to the extent permitted by law, to terminate this Deed and immediately exercise any and all rights and remedies available under the Underlying Agreement or at law or in equity, including acceleration of the Obligations, enforcement of security interests, pursuit of deficiency judgments, and recovery of costs and attorneys' fees incurred in enforcing Lender's rights.

6. REPRESENTATIONS AND WARRANTIES

Borrower represents and warrants that it has full power and authority to enter into this Deed, that this Deed constitutes a valid and binding obligation enforceable against Borrower, and that entry into this Deed will not violate any law, contractual restriction or order of any court or governmental authority.

7. PRESERVATION OF RIGHTS; NO WAIVER

Except as expressly provided in this Deed, Lender does not hereby waive, release or impair any right, power or remedy available under the Underlying Agreement or applicable law. Any waiver by Lender of a breach or default shall be effective only if in writing and signed by Lender, and no such waiver shall be deemed a waiver of any other or subsequent breach or default.

8. COSTS AND ATTORNEYS' FEES

Borrower shall pay all reasonable costs and expenses, including attorneys' fees and court costs, incurred by Lender in negotiating, documenting, administering, enforcing or collecting under this Deed and the Underlying Agreement following any Event of Default.

9. NOTICES

All notices required or permitted under this Deed shall be in writing and delivered by hand, nationally recognized overnight courier, or certified mail, return receipt requested, to the address specified above or such other address as either party may designate by notice to the other in accordance with this Section. Notices are effective upon receipt.

10. GOVERNING LAW

This Deed shall be governed by and construed in accordance with the laws of the State of without regard to its conflicts of law principles.

11. ENTIRE AGREEMENT; SEVERABILITY; AMENDMENT

This Deed, together with the Underlying Agreement and any documents expressly referenced herein, constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior agreements and understandings. If any provision of this Deed is held invalid or unenforceable, the remaining provisions shall continue in full force and effect. This Deed may be amended only by a written instrument signed by both parties.

12. COUNTERPARTS

This Deed may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument. Signatures transmitted by facsimile or electronic transmission shall be effective as original signatures.

13. ADDITIONAL PROVISIONS

a) No Oral Modification: No course of conduct or failure to enforce any provision shall modify this Deed. Any modification must be executed in writing by both parties.

b) Survival: All representations, warranties, covenants and indemnities made in this Deed shall survive termination of the Forbearance Period or this Deed as provided by applicable law.

BORROWER ENTITY TYPE

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Individual     Corporation     Limited Liability Company

ADDITIONAL INFORMATION

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