Lien Release Agreement

LIEN RELEASE AGREEMENT

This Lien Release Agreement (the Agreement) is made as of by and between Lienholder Name: (the Lienholder), having an address at , and Owner/Obligor Name: (the Owner), having an address at .

RECITALS

WHEREAS, on or about , a lien or notice of lien (the Lien) was recorded by the Lienholder against the property described below in the recording office of as Instrument/Document No.: ; and

WHEREAS, the Lien relates to the following property or interest (the Property):

WHEREAS, the parties desire to document the release and satisfaction of the Lien subject to the terms and conditions set forth herein.

NOW, THEREFORE

In consideration of the mutual covenants and other good and valuable consideration, the receipt and sufficiency of which are acknowledged, the parties agree as follows:

1. DEFINITIONS

For purposes of this Agreement, the following terms shall have the meanings set forth below. "Lien" means the lien, claim, charge, security interest or encumbrance described in the Recitals and recorded as set forth above. "Released Parties" means the Owner and any successors in interest to the Property.

2. RELEASE

Upon receipt of the consideration set forth in Section 3, the Lienholder hereby fully and unconditionally releases, cancels, and forever discharges the Lien and any and all claims, demands, causes of action, liens, encumbrances and liabilities arising out of or relating to the Lien with respect to the Property, and the Lienholder consents to the full reconveyance, satisfaction and/or termination of record of the Lien in the public records of the jurisdiction where recorded.

3. CONSIDERATION

As consideration for the release set forth in Section 2, Owner shall pay to Lienholder the sum of $ (the Consideration). Payment shall be made in lawful funds in the manner agreed by the parties and shall be deemed received on the date of actual payment.

4. REPRESENTATIONS AND WARRANTIES

Lienholder represents and warrants that: (a) it is the lawful holder of the Lien and is authorized to execute this Agreement; (b) it has the full right, power and authority to release the Lien; and (c) upon receipt of the Consideration, the Lienholder shall have no further claims under the Lien against the Owner or the Property.

Owner represents and warrants that it has authority to accept this release and that any representations made to Lienholder regarding payment or satisfaction of the obligation secured by the Lien are true and complete.

5. COVENANTS AND FURTHER ASSURANCES

Each party shall execute and deliver such further instruments and take such further actions as may reasonably be required to effectuate the release of the Lien in the public records, including but not limited to executing a satisfaction, release or termination document for recordation.

6. INDEMNITY

Owner shall indemnify, defend and hold harmless Lienholder from and against any and all losses, claims, liabilities, costs and expenses (including reasonable attorneys' fees) arising from any breach of Owner's representations or warranties herein, or arising from any claim by a third party that the Lien was not properly released due to the Owner's acts or omissions.

7. EXPENSES

Except as otherwise provided in writing, each party shall bear its own costs and expenses in connection with the negotiation, preparation, execution and performance of this Agreement. If any action is necessary to enforce this Agreement, the prevailing party shall be entitled to recover reasonable attorneys' fees and costs from the non-prevailing party.

8. NOTICES

All notices and communications required or permitted under this Agreement shall be in writing and shall be deemed given when delivered personally, by nationally recognized overnight courier, or three business days after deposit in the United States mail, postage prepaid, addressed as follows (or to such other address as a party may designate by notice):

9. 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.

10. 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, understandings, negotiations and discussions, whether oral or written, relating thereto.

11. SEVERABILITY

If any provision of this Agreement is held invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired.

12. AMENDMENTS; WAIVER; COUNTERPARTS

This Agreement may be amended or modified only by a written instrument executed by both parties. No waiver of any breach shall constitute a waiver of any other or subsequent breach. 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.

13. ACKNOWLEDGMENT

Each party acknowledges that it has read this Agreement, understands its contents, and has had an opportunity to obtain independent legal advice. Each person executing this Agreement warrants that they are authorized to do so on behalf of the party for whom they sign.

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