Lien Deed Agreement

LIEN DEED AGREEMENT

This Lien Deed Agreement ("Agreement") is made as of between Grantor Name: of Grantor Address: (the "Grantor") and Lienholder Name: of Lienholder Address: (the "Lienholder").

RECITALS

WHEREAS, Grantor is the owner in fee simple or holder of legal title to the real property and improvements described in Section 2 below (the "Property"); and

WHEREAS, Grantor is indebted to Lienholder under certain obligations evidenced by one or more instruments, notes, contracts or other agreements (collectively, the "Obligations"); and

WHEREAS, to secure performance of the Obligations, Grantor desires to grant and Lienholder desires to accept a lien upon the Property pursuant to the terms of this Agreement.

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

1. PROPERTY DESCRIPTION

The real property and all improvements, fixtures and appurtenances located at the address set forth below, and more particularly described as follows:

2. GRANT OF LIEN

Grantor hereby grants, conveys and assigns to Lienholder, and Lienholder accepts, a continuing lien and security interest in and to the Property to secure the prompt payment and performance of all Obligations, including principal, interest, fees, costs and expenses, whether now existing or hereafter arising. The lien granted hereby is a lien deed, intended to create a valid and enforceable security interest and, to the extent permitted by applicable law, a power of sale in favor of Lienholder.

3. OBLIGATIONS SECURED

The Obligations secured by this Agreement include, without limitation, the indebtedness described below and any renewals, extensions, modifications or replacements thereof:

4. REPRESENTATIONS AND WARRANTIES

Grantor represents and warrants to Lienholder that: (a) Grantor is the lawful owner of the Property and has full right, title and authority to grant the lien and security interest set forth herein; (b) the Property is free and clear of all liens, encumbrances and adverse claims except those disclosed in writing to Lienholder prior to the Effective Date; and (c) there are no pending or threatened actions, liens, or claims that would materially impair the value, title or use of the Property except as disclosed in writing to Lienholder.

5. COVENANTS OF GRANTOR

Grantor covenants to keep the Property in good repair, to comply with all laws and ordinances affecting the Property, to pay when due all taxes, assessments and insurance premiums, and to maintain such insurance coverage on the Property as Lienholder may reasonably require. Grantor shall not transfer, mortgage, encumber or otherwise dispose of the Property or any interest therein without the prior written consent of Lienholder, except as permitted by this Agreement.

6. DEFAULT; REMEDIES

Upon the occurrence of an Event of Default (including, without limitation, failure to pay any Obligations when due or failure to perform any covenant contained herein), Lienholder shall have all rights and remedies provided by law and equity, including, without limitation, foreclosure, appointment of a receiver, sale under any power of sale, acceleration of the Obligations, and recovery of costs and expenses (including reasonable attorneys' fees) incurred in enforcing this Agreement. Lienholder's exercise of any remedy shall not be deemed an election to the exclusion of any other remedy.

7. ENFORCEMENT COSTS

Grantor agrees to reimburse Lienholder for all costs and expenses reasonably incurred in protecting, preserving or enforcing Lienholder's rights under this Agreement, including reasonable attorneys' fees, court costs and costs of sale.

8. RECORDING AND RELEASE

This Agreement may be recorded in the appropriate real property records. Upon payment and performance in full of the Obligations, Lienholder shall execute and deliver to Grantor a release and reconveyance of the lien created hereby, and shall promptly take such actions as are reasonably necessary to evidence the release of the lien in the applicable public records.

9. TAXES; INSURANCE

Grantor shall pay all taxes, assessments and other governmental charges levied or assessed against the Property when due. Grantor shall maintain casualty and liability insurance with coverage and insurers reasonably satisfactory to Lienholder and shall name Lienholder as loss payee or additional insured as appropriate.

10. ASSIGNMENT

Lienholder may assign this Agreement or any interest herein, in whole or in part, without Grantor's consent. Grantor may not assign its obligations under this Agreement without the prior written consent of Lienholder, which consent shall not be unreasonably withheld where assignment does not impair Lienholder's security or rights.

11. NOTICES

All notices, demands and communications required or permitted hereunder shall be in writing and shall be delivered personally or sent by certified mail, return receipt requested, or by overnight courier, to the addresses set forth below or to such other addresses as a party may designate by written notice to the other.

12. GOVERNING LAW; VENUE

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to principles of conflicts of laws. Venue for any action arising out of this Agreement shall lie exclusively in the state or federal courts located in the county in which the Property is located.

13. ENTIRE AGREEMENT; AMENDMENT; WAIVER; SEVERABILITY

This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior agreements and understandings. This Agreement may be amended only by a written instrument executed by both parties. No waiver of any provision shall be effective unless in writing signed by the waiving party. If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect.

14. COUNTERPARTS

This Agreement may be executed in counterparts, each of which shall be deemed an original but all of which together shall constitute one and the same instrument. Signatures transmitted by facsimile, electronic image or other electronic means shall be binding as original signatures.

15. MISCELLANEOUS PROVISIONS

Any amounts received by Lienholder in excess of the Obligations following enforcement shall be paid to Grantor or as otherwise required by law. The parties agree to execute such further instruments and take such further actions as may be necessary to carry out the intent of this Agreement.

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