Release of Guaranty Agreement

Release of Guaranty Agreement

This Release of Guaranty Agreement (the "Agreement") is made and entered into as of the , by and between Lender Name: with a principal place of business at ("Lender"), and Guarantor Name: with an address at ("Guarantor").

RECITALS

WHEREAS, on or about the day of , , Guarantor executed that certain guaranty instrument entitled (the "Original Guaranty") in favor of Lender to secure certain obligations of .

WHEREAS, the Original Guaranty secures the obligations more fully described as: (the "Secured Obligations");

WHEREAS, Lender and Guarantor now desire to release Guarantor from further liability under the Original Guaranty as set forth in this Agreement.

NOW, THEREFORE, in consideration of the mutual covenants and agreements 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, capitalized terms not otherwise defined herein shall have the meanings ascribed in the Original Guaranty. In addition, "Effective Date" shall mean the date first written above.

2. Release

Subject to the terms and conditions of this Agreement, and effective as of the Effective Date, Lender hereby releases and forever discharges Guarantor from any and all liabilities, claims, demands, obligations, and causes of action of every kind and nature which Lender has or may have had under or in connection with the Original Guaranty with respect to the Secured Obligations arising on or after the Effective Date. This release is a full and final release as to any obligations of Guarantor under the Original Guaranty, except as expressly reserved in this Agreement.

3. Exceptions and Reservations

Notwithstanding the foregoing, this Release shall not (a) release Guarantor from liabilities incurred as a result of fraudulent acts or willful misconduct by Guarantor; (b) affect liabilities of Guarantor that arose prior to the Effective Date and are expressly preserved by written agreement; or (c) constitute a waiver of any rights Lender may have against other parties unrelated to Guarantor's obligations under the Original Guaranty.

4. Consideration

The parties acknowledge and agree that this Release is made in consideration of the mutual covenants contained herein and the sum of $ (the "Consideration"), receipt and sufficiency of which Guarantor hereby acknowledges.

5. Representations and Warranties

Each party represents and warrants to the other party that: (a) it is duly organized and validly existing under the laws of the jurisdiction of its organization and has full power and authority to enter into and perform this Agreement; (b) the execution, delivery and performance of this Agreement have been duly authorized by all necessary corporate or other action; and (c) this Agreement constitutes a legal, valid and binding obligation enforceable in accordance with its terms, except as enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors' rights generally.

6. Indemnification

Each party shall defend, indemnify and hold harmless the other party from and against any and all losses, liabilities, claims, damages and expenses (including reasonable attorneys' fees) arising out of any breach by the indemnifying party of its representations, warranties or covenants contained in this Agreement. The indemnity obligations in this Section shall survive the termination of this Agreement.

7. No Admission

This Agreement is not and shall not be construed as an admission of liability by any party with respect to any matter, and no party shall be bound by any statement or admission made herein for any purpose other than the performance of this Agreement.

8. Notices

All notices shall be in writing and shall be deemed given when delivered personally, when sent by confirmed facsimile (provided confirmation of transmission is obtained), or three (3) business days after deposit with a nationally recognized overnight courier service, or five (5) business days after deposit in the United States mail, postage prepaid, certified or registered mail, return receipt requested, addressed to the parties at their respective notice addresses set forth above or to such other address as either party may designate in writing.

9. Amendments; Waiver

This Agreement may be amended, modified or supplemented only by written instrument executed by both parties. No failure or delay by either party in exercising any right, power or privilege shall operate as a waiver thereof, nor shall a single or partial exercise preclude any other or further exercise.

10. Assignment

Neither party may assign or transfer its rights or obligations under this Agreement without the prior written consent of the other party, except that Lender may assign its rights hereunder to any successor or affiliate that assumes the Secured Obligations in writing.

11. 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 that would require the application of any other law.

12. 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, between the parties with respect thereto.

13. 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 be affected or impaired thereby, and the parties shall endeavor in good faith to replace the invalid, illegal or unenforceable provision with a valid, legal and enforceable provision that achieves, to the extent possible, the economic and other purposes of the invalid, illegal or unenforceable provision.

14. Counterparts; Electronic Execution

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 electronic means (including scanned or PDF copies) shall be deemed original signatures for all purposes.

15. Further Assurances

Each party agrees to execute and deliver such further instruments and to take such further actions as may reasonably be requested to effectuate the purposes and intent of this Agreement.

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