Lien Agreement Template

LIEN AGREEMENT

This Lien Agreement (the "Agreement") is made as of Date: by and between Lienholder Name: with principal address: and Debtor Name: with principal address: .

RECITALS

WHEREAS, Debtor is indebted to Lienholder pursuant to that certain obligation described as Obligations: ; and

WHEREAS, Debtor desires to grant, and Lienholder desires to accept, a continuing security interest and lien in the Collateral (as defined below) to secure payment and performance of the Obligations.

WHEREAS, the parties intend that the lien and security interest created by this Agreement shall be effective as of the date first written above.

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

1. DEFINITIONS

1.1 "Collateral" means all property and interests described in Section 4 and any proceeds, products, accessions, substitutions, replacements and collections of same.

1.2 "Obligations" means all principal, interest, fees, costs, indemnities and other amounts (whether liquidated or unliquidated) now or hereafter owing by Debtor to Lienholder under any agreement, instrument, or understanding between them.

2. GRANT OF SECURITY INTEREST

2.1 As security for payment and performance of the Obligations, Debtor hereby grants to Lienholder a continuing, first priority security interest in, lien on, and right of set-off against, all of Debtor's right, title and interest in and to the Collateral, whether now existing or hereafter acquired.

2.2 The security interest granted hereunder attaches upon the execution of this Agreement and, to the extent applicable, upon perfection pursuant to the filing or recording of financing statements or other documents in the appropriate public offices.

3. SECURED OBLIGATIONS

3.1 The Obligations secured by this Agreement include, without limitation, the principal amount of: together with all accrued and unpaid interest, late charges, collection costs and reasonable attorneys' fees.

4. DESCRIPTION OF COLLATERAL

Debtor grants Lienholder a security interest in the following Collateral (provide a precise and legally sufficient description; include VIN, serial numbers, account numbers, or other identifying information where applicable):

The Collateral includes all accessions to the foregoing, all proceeds of the foregoing (including insurance proceeds), and all replacements and substitutions for any of the foregoing.

5. FILING; PERFECTION

5.1 To perfect the security interest granted hereby, Lienholder may file financing statements, fixture filings, or other documents in any jurisdiction Lienholder deems appropriate. Debtor irrevocably authorizes Lienholder to prepare and file any such filings and to take such other actions as Lienholder deems necessary to protect and perfect its security interest.

5.2 Jurisdiction(s) in which filing may be made:

6. REPRESENTATIONS AND WARRANTIES

Debtor represents and warrants to Lienholder that: (a) Debtor has full power and authority to enter into this Agreement and to grant the security interest described herein; (b) the Collateral is and will be free and clear of any lien, security interest, or encumbrance except for the lien granted hereby and for any Permitted Encumbrances identified as: ; and (c) the execution, delivery and performance of this Agreement will not violate any material agreement to which Debtor is a party.

7. COVENANTS

Debtor covenants that, until the Obligations are indefeasibly paid and performed in full, Debtor shall: (a) preserve and maintain the Collateral in good repair and condition; (b) not grant any other security interest in the Collateral without Lienholder's prior written consent; (c) maintain insurance in amounts and with insurers acceptable to Lienholder and furnish certificates evidencing such insurance upon request; and (d) promptly notify Lienholder of any change in Debtor's name, organizational structure, or location of the Collateral.

8. EVENTS OF DEFAULT

The following shall constitute an Event of Default: (a) Debtor fails to pay any amount when due under the Obligations; (b) Debtor breaches any representation, warranty or covenant contained in this Agreement; (c) Debtor becomes insolvent, makes an assignment for the benefit of creditors, or is the subject of bankruptcy or similar proceedings; or (d) any material adverse change in the Collateral or Debtor's ability to perform occurs.

9. REMEDIES; ENFORCEMENT

Upon the occurrence and during the continuation of an Event of Default, Lienholder may declare the Obligations immediately due and payable and, to the fullest extent permitted by law, exercise all rights and remedies of a secured party under applicable law, including without limitation taking possession of and disposing of the Collateral, collecting accounts, entering Debtor's premises to remove the Collateral, and applying proceeds to the Obligations after deducting all reasonable expenses of retaking, holding, preparing for sale and selling the Collateral. All disposals shall be conducted in a commercially reasonable manner.

10. COSTS; ATTORNEYS' FEES

Debtor agrees to reimburse Lienholder for all costs and expenses incurred in connection with the preservation, protection, collection, enforcement or realization of the Collateral and the Obligations, including reasonable attorneys' fees and court costs, whether or not litigation is instituted.

11. NOTICES

Notices shall be deemed given when delivered in person, three business days after deposit in the United States mail by certified mail, return receipt requested, or the next business day after deposit with a nationally recognized overnight courier, each addressed to the address set forth above (or such other address as a party may designate by notice to the other).

12. MISCELLANEOUS

12.1 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the state of: without regard to principles of conflicts of law.

12.2 Entire Agreement. This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements and understandings, whether written or oral.

12.3 Amendments; Waiver. No amendment or waiver of any provision of this Agreement shall be effective unless in writing and signed by both parties. No failure or delay on the part of any party in exercising any right shall operate as a waiver thereof.

12.4 Severability. If any provision of this Agreement is held invalid or unenforceable, the remainder of this Agreement shall remain in full force and effect and shall be construed so as to give effect to the parties' intent as nearly as possible.

12.5 Counterparts. This Agreement 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.

AUTHORIZATION

Debtor authorizes Lienholder to take any actions and execute any instruments reasonably necessary to effectuate and perfect the security interest granted herein, including the filing of financing statements and amendments thereto, and authorizes Lienholder to enter Debtor's premises for the purpose of inspecting or taking possession of the Collateral following an Event of Default.

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