RELEASE OF LIABILITY

RECITALS

WHEREAS, _____________________ and

____________________ hold combined interest in two entities: a limited
liability company and a limited Partnership. Individually referred to as ‘Party’ and
collectively referred to as ‘Parties’. The Parties intend to be legally bound as follows:

  1. LOAN. ___________________ would like to get a mortgage
    against his share of equity. He will be responsible for the repayment of the loan
    or the consequences of failure to pay the loan thereof.
    __________________declares his sole ability to claim loan interest cost for tax
    purposes.
  2. RELEASE FROM LIABILITY. ____________ releases and holds
    harmless _____________ for any liability that may arise as a
    result of the second mortgage and any costs thereof.
  3. DISPUTES. Any disputes that may arise with regard to the subject matter of the
    Release will be solved in good faith through mediation.
  4. GOVERNING LAW. This Release will be construed and interpreted according to
    the laws of ____________
  5. ENTIRE AGREEMENT. This Release contains the parties’ entire agreement, and
    there are no promises or conditions in any other agreement or release, whether
    oral or written.

IN WITNESS WHEREOF, the Parties affix their signatures as follows:
Name: ____________________
Signature: _________________
Date: ______________________

Name: ____________________
Signature: _________________
Date: ______________________

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