Termination Certificate Form

TERMINATION CERTIFICATE

This Termination Certificate (this "Certificate") is made as of by and between , a organized under the laws of , with principal address at (the "First Party"); and , a organized under the laws of , with principal address at (the "Second Party"). Collectively, the First Party and the Second Party are referred to herein as the "Parties."

RECITALS

WHEREAS, the Parties entered into that certain dated (the "Agreement"), pursuant to which certain obligations, security interests, and other rights arose in favor of the Second Party;

WHEREAS, pursuant to the Agreement, the Parties recorded or perfected certain liens, mortgages, security interests or other encumbrances against assets described therein (the "Security"), and the Parties now desire to evidence the termination and release in whole of the obligations and Security described in the Agreement;

WHEREAS, the Parties desire to confirm that, as of the Effective Date set forth above, all principal, interest, fees and other amounts owing under the Agreement have been paid and all obligations under the Agreement have been terminated to the extent set forth in this Certificate.

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

1. CERTIFICATION OF TERMINATION

The Second Party hereby certifies that, as of the Effective Date set forth above, the obligations under the Agreement described as follows have been terminated, satisfied and discharged in full:

Description of terminated obligations:

Outstanding principal balance (if any) as of Effective Date: ; All other fees, costs and accrued interest: .

2. RELEASE OF LIENS AND SECURITY

The Second Party hereby irrevocably releases, relinquishes and terminates any and all Liens, Security Interests, pledges, mortgages or other encumbrances that the Second Party holds or purports to hold with respect to the assets described in the Agreement, and agrees that such Liens and Security Interests are no longer of force or effect as of the Effective Date. The Second Party authorizes the First Party to file or record, at the First Party's expense, any termination, release, satisfaction, or similar instrument reasonably requested by the First Party to evidence the discharge of such Liens and Security Interests.

3. REPRESENTATIONS AND WARRANTIES

Each Party hereby represents and warrants to the other Party as of the Effective Date that: (a) such Party is duly organized, validly existing and in good standing under the laws of its jurisdiction of organization; (b) the execution, delivery and performance of this Certificate have been duly authorized by all necessary corporate or other action; (c) this Certificate constitutes a valid, binding and enforceable obligation of such Party; and (d) there are no actions, suits or proceedings pending or, to such Party's knowledge, threatened against such Party that would materially impair such Party's ability to perform its obligations under this Certificate.

4. NO DEFAULTS; NO FURTHER CLAIMS

The Second Party certifies that, except as expressly set forth in this Certificate, there are no outstanding defaults, events of default or claims by the Second Party against the First Party arising under the Agreement that would permit acceleration, foreclosure or other remedies. The Parties agree that, except as provided in this Certificate, neither Party shall have any further claim against the other Party with respect to the terminated obligations described herein.

5. FURTHER ASSURANCES

Each Party shall execute and deliver such further instruments and take such further actions as may be reasonably required to effectuate the termination, discharge and release described in this Certificate, including the execution and filing of termination or release instruments in jurisdictions where the Security was recorded or perfected.

6. NOTICES

All notices, requests, demands and other communications required or permitted hereunder shall be in writing and shall be delivered to the addresses set forth below (or to such other address as a Party may designate in writing in accordance with this Section).

7. AMENDMENT; WAIVER; COUNTERPARTS

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

8. GOVERNING LAW

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

9. ENTIRE AGREEMENT

This Certificate contains the entire agreement and understanding between the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, negotiations and discussions, oral or written, between the Parties relating thereto.

10. SEVERABILITY

If any provision of this Certificate is held to be illegal, invalid or unenforceable in whole or in part, such provision shall be enforced to the maximum extent permissible and the remaining provisions of this Certificate shall remain in full force and effect.

CERTIFICATION AND ACKNOWLEDGMENT

Each undersigned authorized officer or representative of the Parties certifies and acknowledges that such person has read this Certificate, understands its terms, and has the authority to execute and deliver this Certificate on behalf of the Party for which such person signs.

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