RELEASE AND DISCHARGE OF LOAN AGREEMENT

(Satisfaction of Debt and Mutual Release)

§ 1. PARTIES AND EFFECTIVE DATE. This Release and Discharge of Loan Agreement (this “Release”) is made and entered into as of ________ (the “Effective Date”), by and between ________, an individual or entity having an address at ________ (the “Lender”), and ________, an individual or entity having an address at ________ (the “Borrower”). The Lender and the Borrower are referred to herein individually as a “Party” and collectively as the “Parties.”

§ 2. RECITALS.

1. The Parties entered into that certain Loan Agreement and/or Promissory Note dated ________ (the “Agreement”), pursuant to which the Lender advanced to the Borrower the principal sum of $________ (________ Dollars), together with interest accruing thereon as provided therein (collectively, the “Indebtedness”).
2. The Borrower has tendered, and the Lender hereby acknowledges receipt of, payment in full of all principal, accrued interest, and any other amounts due and owing under the Agreement, in the total amount of $________, received on ________ (the “Final Payment”).
3. In consideration of the Final Payment and the mutual covenants set forth herein, the receipt and sufficiency of which are hereby acknowledged, the Lender desires to acknowledge satisfaction of the Indebtedness and to release the Borrower as set forth below.

§ 3. ACKNOWLEDGMENT OF SATISFACTION. The Lender hereby acknowledges and agrees that the Indebtedness and all obligations of the Borrower arising under or in connection with the Agreement have been fully paid, performed, satisfied, and discharged in full. The Agreement is hereby deemed terminated, cancelled, and of no further force or effect as of the Effective Date.

§ 4. RELEASE AND DISCHARGE. In consideration of the Final Payment, the Lender, for itself and its heirs, personal representatives, executors, administrators, successors, and assigns, does hereby fully and forever remise, release, acquit, satisfy, and discharge the Borrower, together with the Borrower’s heirs, personal representatives, executors, administrators, successors, assigns, agents, and guarantors, of and from any and all manner of actions, causes of action, suits, debts, dues, sums of money, accounts, reckonings, bonds, bills, covenants, contracts, controversies, agreements, promises, damages, judgments, executions, claims, and demands whatsoever, in law, in equity, or otherwise, whether known or unknown, liquidated or unliquidated, fixed or contingent, that the Lender ever had, now has, or hereafter may have, arising out of, relating to, or in connection with the Agreement, the Indebtedness, or the execution, delivery, and performance thereof.

§ 5. RELEASE OF SECURITY INTERESTS. The Lender agrees that any security interest, lien, mortgage, pledge, or other encumbrance granted to or held by the Lender to secure the Indebtedness is hereby released and discharged. The Lender shall, promptly upon the Borrower’s request and at the Borrower’s reasonable expense, execute and deliver any termination statements (including UCC-3 termination statements where applicable), satisfactions, reconveyances, or other instruments, and take such further actions, as may be reasonably necessary to evidence and effect the release contemplated herein.

§ 6. RETURN OR CANCELLATION OF NOTE. Upon execution of this Release, the Lender shall mark the original Agreement and/or any related promissory note “PAID IN FULL” and, as applicable, return the original instrument to the Borrower or, if the original cannot be located, deliver a lost-instrument affidavit reasonably acceptable to the Borrower.

§ 7. REPRESENTATIONS AND WARRANTIES OF THE LENDER. The Lender represents and warrants that: (a) it is the sole and lawful owner and holder of the Indebtedness and the Agreement; (b) it has not assigned, transferred, pledged, or otherwise conveyed any claim, right, or interest released hereunder to any other person or entity; (c) it has full power and authority to execute and deliver this Release; and (d) no other consent or approval is required for this Release to be valid and binding.

§ 8. NO ADMISSION. This Release is given to confirm satisfaction of the Indebtedness and shall not be construed as an admission of liability by any Party with respect to any matter other than the satisfaction and discharge expressly set forth herein.

§ 9. BINDING EFFECT. This Release shall be binding upon and inure to the benefit of the Parties and their respective heirs, personal representatives, executors, administrators, successors, and assigns.

§ 10. ENTIRE AGREEMENT. This Release constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior or contemporaneous understandings, representations, and agreements, whether written or oral, relating thereto. No amendment or modification of this Release shall be effective unless in writing and signed by both Parties.

§ 11. SEVERABILITY. If any provision of this Release is held to be invalid, illegal, or unenforceable, the remaining provisions shall continue in full force and effect, and the invalid provision shall be deemed modified to the minimum extent necessary to render it enforceable.

§ 12. GOVERNING LAW AND VENUE. This Release shall be governed by, and construed and enforced in accordance with, the laws of the State of ________, without regard to its conflict-of-laws principles. The Parties consent to the exclusive jurisdiction and venue of the state and federal courts located in ________, ________, for the resolution of any dispute arising hereunder.

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LENDER:

______________________________________________

Signature of ________

Printed Name: ________

Title (if applicable): ________

Date: ________

BORROWER (Acknowledgment of Receipt):

______________________________________________

Signature of ________

Printed Name: ________

Date: ________

ACKNOWLEDGMENT (NOTARY)

State of ________ )

County of ________ )

On this ________, before me, the undersigned notary public, personally appeared ________, who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument, and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity, and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument.

Witness my hand and official seal.

______________________________________________

Notary Public Signature

My commission expires: ________