Release Agreement Ucc Termination by kds21334


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									                         Termination Agreement
                            (Credit Facility)

Document 1435A                                                         

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                                  TERMINATION AGREEMENT
       This TERMINATION AGREEMENT dated as of the ___ day of _______, 20__,
is among [NAME OF COMPANY], a _________ [corporation/limited
partnership/limited liability company] (the “Borrower[s]”) and [NAME OF LENDER’S
AGENT] (the “Agent”) and certain other financial institutions (together with Agent, the
“Lenders”) pursuant to a certain Credit Agreement dated as of [DATE]. The parties
agree as follows:

1.     Reference to Agreements; Definitions. Reference is made to the agreements
and instruments listed on Exhibit A hereto (collectively, the “Terminated Credit
Documents”). Terms defined in the Credit Agreement and not otherwise defined herein
are used herein with the meanings so defined.

2.      Payment in Full. The Borrower[s] have paid in full to the Lenders all principal
of and interest on the advances accrued and unpaid to the date hereof, together with all
fees and expenses of the nature described in Exhibit B hereto, under the Credit
Agreement or the other Terminated Credit Documents accrued and unpaid to the date
hereof and known to the Agent as of the date hereof. Each party hereto confirms that (a)
the items set forth in Exhibit B are the only accrued obligations known to it owing by the
Borrower[s] as of the date hereof and (b) the payment by the Borrower[s] to the Lenders
of such items on the date hereof has discharged the Borrowers from all obligations under
the Terminated Credit Documents other than obligations under the surviving provisions
referred to in Section 3 (Termination of Agreement) and any obligation which may arise
in the event any payment received by any Lender is set aside, rescinded, recovered or
required for any reason (including, without limitation, the Bankruptcy, insolvency or
reorganization or [any] [the] Borrower[s] or obligor[s]). The Borrower[s] may not
terminate the obligations of the Lenders to make any further extensions of credit of any
kind to [any] [the] Borrower[s], including without limitation to make any loans pursuant
to the revolving credit facility, the revolving acquisition credit facility or otherwise, and
to issue any letters of credit, under the Credit Agreement or otherwise.

3.     Termination of Agreements. The Terminated Credit Documents are hereby
terminated and shall be of no further force or effect, except to the extent that any
provisions contained in the Terminated Credit Documents are stated to survive the
termination thereof or the payment in full of the Borrower[’s][s’] obligations thereunder,
and the Borrower[s] hereby agree[s] that such provisions shall and do survive the
termination thereof.

4.      Release of Collateral. The Borrower[s] represent that [it is] [they are] solvent as
of the date hereof. Upon payment in full and all of the Borrower[’s][s’] obligations to the
Lenders as set forth in Section 2 (Payment in Full), each of the Lenders shall release its
security interest in all collateral described in Section [___] of the Credit Agreement (the
“Collateral”) pledged by the Borrower[s] to secure the payment of the Borrower[‘s][s’]
obligations as described in Section 2 (Payment in Full). Upon receipt of such payment,
the Agent, on behalf of the Lenders, hereby agrees to deliver to the Borrower[s] UCC-3
termination statements and mortgage satisfactions to effectuate releasing its interest in the

Termination Agreement (Credit Facility)                           
Collateral. The Agent or the Lenders, upon request at the expense of the Borrower[s],
shall take any action and execute any other documents reasonably necessary to effectuate
the release of the Collateral.

5.     Transfer of Collateral. Each of the Lenders represents and warrants that there is
no outstanding lien on its interests in the Collateral created or to be created by such
Lender and such Lender has not transferred or assigned any interest in its interests in the
Collateral, other than the release of Collateral pursuant to Section 4 (Release of
Collateral) and any other release of Collateral, any transfer or assignment to any Lender
and the granting of any participation interests therein.

6.     Further Assurance. The parties to this Agreement shall, upon the request and at
the expense of the Borrower[s], take any actions and execute any documents reasonably
necessary to effectuate this Agreement.

7.     Miscellaneous Provisions. This Agreement may be executed in any number of
counterparts, which together shall constitute one instrument, shall be governed by and
construed in accordance with the laws (other than the conflict of laws rules) of [STATE]
and shall bind and inure to the benefit of the parties hereto and their representatives,
successors and assigns.

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Termination Agreement (Credit Facility)                         
        Each of the undersigned has caused this Agreement to be executed and delivered
by its duly authorized officer as an agreement under seal as of the date hereof.

                                          [COMPANY NAME]

                                          By: __________________________

                                          [LENDER], as Agent

                                          By: __________________________

                                          [LENDER], as Lender

                                          By: __________________________

Termination Agreement (Credit Facility)                     
                                                              EXHIBIT A

                            TERMINATED CREDIT DOCUMENTS

Termination Agreement (Credit Facility)         
                                                                      EXHIBIT B

                                     PAY OFF AMOUNT

           Principal:                             $

           Accrued Interest:                      $

           Accrued Commitment Fees:               $

           Prepayment Fees:                       $

           Legal Fees, including estimate:        $

           “Breakage” fees (Section __):          $

           TOTAL:                                 $ _______________

Termination Agreement (Credit Facility)                 

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