[Date]

[Distribute according to notice provisions in Loan Documents]

[Borrower]

[Guarantor]

Re:______(the "Borrower")

______(the "Property")

Ladies and Gentlemen:

This letter agreement (this "agreement") is in response to your request to ______in connection with the Borrower’s indebtedness to ______("Lender"), under that certain loan (the "Loan") evidenced, secured and governed by various loan documents, including but not limited to the ______(the “Mortgage”), the Promissory Note, and other documents (collectively, the "Loan Documents") dated ______, with respect to the Property.

Borrower has requested that Lender consider ______. To insure that we approach any subsequent meeting or discussions with the same assumptions, Lender has prepared this agreement clarifying the nature and terms of such discussions and meetings as may occur among the parties. Before any discussions take place, please sign one copy of this agreement indicating your agreement to the following terms and return to Lender.

Accordingly, Lender and Borrower hereby agree that:

  1. Negotiations: The parties acknowledge they have commenced or are about to commence negotiations in connection with the Loan and to discuss various courses of action which the parties believe may be in their mutual interests. Any discussions which have occurred are very preliminary; no agreements have been reached in connection with a modification or amendment to the Loan Documents. These discussions will not be considered as a waiver, limitation, or an estoppel of any of the Lender's rights and remedies permitted by the Loan Documents and/or by law.
  1. Loan Documents Still in Force/Agreements Only: Notwithstanding any other provision of this agreement, the Loan Documents remain in full force and effect unless and until a written document is signed expressly modifying the Loan Documents as provided herein by authorized representatives of Lender and Borrower identified as follows:

Lender’s authorized representatives: ______

Borrower’s authorized representatives: ______

Guarantor’s authorized representatives: ______

Borrower acknowledges that any agreement subsequent to this agreement must be approved by Lender’s ______before it will be effective. Borrower further acknowledges that by executing this agreement, it is precluded from claiming that any interim agreement or modification of the Loan Documents, subsequent to this agreement has been effected except in accordance with the terms hereof.

  1. Acknowledgment: Borrower reaffirms the validity and enforceability of the Loan Documents and all other documents evidencing or securing the Loan.

Borrower acknowledges (i) that Lender reserves all rights and remedies as provided for in the Loan Documents, and (ii) that the amount past due and owed to Lender (excluding attorneys’ fees and costs) is as follows as of ______(unless otherwise noted below): ______ (the "Lender Payment")*.

* Plus attorneys fees and costs and all other amounts due and payable under the terms of the Loan Documents, whether or not specifically set forth herein or in other communications between Borrower and Lender.

  1. No Amendments or Waivers: No failure or delay by Lender in its exercise of any of its rights or remedies under the Loan Documents shall amend, modify, extend, delay, terminate, waive, release or otherwise limit or prejudice Lender's rights and remedies or Borrower's obligations under the Loan Documents. This agreement shall not constitute and amendment of any of the Loan Documents. No negotiations, continued acceptance of monthly payments, acceptance of a partial payment or other action undertaken pursuant to this agreement or the execution of this agreement shall constitute a waiver of any party's rights involving the other parties hereto or otherwise under the Loan Documents, including Lender's rights to receive full payment of all delinquent installments, late charges and legal fees, except to the extent specifically stated in a subsequent written agreement complying with the provisions of this agreement.
  1. True and Complete Statements: Borrower represents and warrants that all of its statements herein and in any documents concurrently or hereafter delivered by Borrower to Lender are and shall be true, complete and correct, and Borrower has not intentionally omitted any facts which Borrower knows, or should have known, which facts are necessary to disclose in order to keep the statements made or documents delivered by Borrower from being misleading. Borrower understands Lender is relying on Borrower's representation and warranty in entering into the contemplated negotiations. Borrower also understands that Lender would not enter into negotiations with Borrower without this agreement clarifying the nature and terms of such negotiations.
  1. No Assurances: The parties acknowledge they are not obligated to enter into or continue the contemplated negotiations and that there is no assurance that any modifications or other agreement will be consummated.
  1. Advice from Independent Counsel: Borrower represents and warrants to Lender that Borrower is represented by legal counsel of its choice, that it has consulted with such counsel regarding this Agreement, and it is fully aware of the terms and provisions contained in this Agreement and their effect and that it has voluntarily and without coercion or duress of any kind entered into this Agreement. Each party signing below represents to Lender that such party has obtained such independent counsel and received such legal advice.
  1. Miscellaneous: This agreement shall inure to the benefit of and be binding upon the parties hereto and their respective heirs, successors and assigns, and shall be governed by ______law. Paragraph headings used herein are for convenience only and shall not be used to interpret any terms hereof. This agreement constitutes the entire agreement between Lender and Borrower concerning the subject matter hereof and supersedes any prior or contemporaneous representations or agreements, oral or written, concerning the subject matter hereof not contained herein. This agreement may be executed in one or more counterparts, each of which shall constitute an original and all of which taken together shall constitute one agreement. Each party executing this agreement represents that he or she has the full authority to do so.

Please acknowledge your acceptance of the terms and conditions set forth above by signing this agreement in the spaces provided below and returning the same to Lender prior to any further discussions on this matter.

Sincerely,

[Lender]

By:______

Its:______

Agreed and Acknowledged by Borrower

[Borrower]

BY: ______DATE: ______

Authorized Representative

BY: ______DATE: ______

Guarantor

The undersigned has advised Borrower and explained the significance of the above agreement

______Date: ______

Attorney for Borrower