Borrower Release Agreement

BORROWER RELEASE AGREEMENT

This Borrower Release Agreement (the "Agreement") is made as of by and between Borrower Name: whose address is , and Lender Name: whose address is . Borrower and Lender are sometimes referred to herein individually as a "Party" and collectively as the "Parties."

RECITALS

WHEREAS, Lender extended a loan or credit facility identified as Loan Reference No.: originally dated in the original principal amount of $ (the "Loan");

WHEREAS, certain disputes, claims, obligations, or potential claims have arisen or may arise between Borrower and Lender in connection with the Loan and related loan documents (collectively, the "Loan Documents"); and

WHEREAS, the Parties wish to settle and resolve all matters between them on the terms and subject to the conditions set forth in this Agreement.

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

1. DEFINITIONS

For purposes of this Agreement, the following terms shall have the following meanings: "Released Claims" means any and all claims, demands, actions, causes of action, liabilities, obligations, damages, losses, costs and expenses of any kind whether at law or in equity, known or unknown, suspected or unsuspected, arising from or relating to the Loan, the Loan Documents, or events occurring prior to the Effective Date of this Agreement, subject to the specific exclusions set forth herein. "Loan Documents" means the promissory note, security agreement, guaranties, financing statements and all other agreements, instruments and documents executed in connection with the Loan.

2. RELEASE BY BORROWER

Subject to the terms and conditions of this Agreement, Borrower hereby irrevocably and unconditionally releases, waives and forever discharges Lender and its past and present affiliates, officers, directors, employees, agents, successors and assigns (collectively, the "Released Parties") from and against any and all Released Claims that Borrower has ever had, now has or may hereafter have against any of the Released Parties arising out of or related to the Loan or the Loan Documents, whether known or unknown, contingent or fixed, asserted or unasserted.

The foregoing release does not apply to (a) claims arising from a Party's gross negligence, willful misconduct or fraud, (b) claims that by law cannot be waived, or (c) obligations expressly reserved in this Agreement.

3. CONSIDERATION

As full and final consideration for the releases and other agreements set forth herein, Lender shall pay or cause to be paid to Borrower the sum of $ (the "Consideration") on or before by wire transfer to account details provided to Lender or by check to Borrower's notice address. Receipt of such Consideration is an essential condition to the effectiveness of the release set forth in Section 2.

4. REPRESENTATIONS AND WARRANTIES

Each Party represents and warrants to the other that: (a) it has full power and authority to enter into and perform this Agreement; (b) this Agreement constitutes a valid and binding obligation enforceable in accordance with its terms; and (c) execution and delivery of this Agreement and the performance of the obligations hereunder do not and will not violate any applicable law or any agreement to which it is a party.

Borrower specifically represents that, as of the Effective Date, Borrower has not assigned, transferred, pledged or otherwise conveyed any Released Claims except as fully disclosed to Lender in writing prior to the Effective Date.

5. INDEMNIFICATION

Each Party agrees to indemnify, defend and hold harmless the other Party from and against any and all third-party claims, losses, liabilities, damages, costs and expenses (including reasonable attorneys' fees) arising out of any breach by the indemnifying Party of any representation, warranty or covenant contained in this Agreement.

6. NO ADMISSION

This Agreement constitutes a compromise of disputed claims and shall not be construed as an admission of liability or wrongdoing by any Party for any purpose.

7. EFFECT OF RELEASE; FURTHER ASSURANCES

Upon satisfaction of any conditions precedent set forth herein, the release set forth in Section 2 shall be effective and binding on Borrower and its successors and assigns. Each Party agrees to execute and deliver such additional instruments and perform such acts as may be reasonably necessary to effectuate the purposes of this Agreement.

8. NOTICES

All notices required or permitted hereunder shall be in writing and shall be delivered by personal delivery, nationally recognized overnight courier, or certified mail, return receipt requested, in each case to the addresses set forth above or to such other address as a Party may designate by written notice in accordance with this Section. Notices shall be effective upon receipt.

9. GOVERNING LAW

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

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, of the Parties relating thereto.

11. SEVERABILITY

If any provision of this Agreement is held to be 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 thereby, and the Parties shall negotiate in good faith to replace the invalid provision with a valid provision that most nearly effects the Parties' original intent.

12. AMENDMENTS; WAIVER

No amendment, modification or waiver of any provision of this Agreement shall be effective unless in writing and signed by both Parties. No failure or delay by either Party in exercising any right, power or privilege under this Agreement shall operate as a waiver thereof.

13. COUNTERPARTS; EXECUTION

This Agreement may be executed in multiple counterparts, each of which shall be deemed an original, and all of which together shall constitute one and the same instrument. Signatures delivered by facsimile or electronic transmission shall be deemed effective for all purposes.

IN WITNESS WHEREOF, the Parties have executed this Agreement as of the date first written above.

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