92341-ORCF Termination and Release of Cross-Default Guaranty of Sub

Termination and Release of Cross-Default Guaranty Of Subtenants Section 232

U.S. Department of Housing and Urban Development Office of Residential Care Facilities

OMB Approval No. 2502-0605 (exp. 03/31/2018)

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This Termination and Release of Cross-Default Guaranty of Subtenants (this "Release") is made as of , 20     , (the "Effective Date") by and between      , each a Guarantor (collectively, the "      Guarantors") and       (each of the       Guarantors and       individually a "Subtenant" or "Guarantor," and collectively the "Subtenants" or "Guarantors") and       ("Sublandlord").

RECITALS:

0. A. Sublandlord and Guarantors entered into that certain Cross-Default Guaranty of Subtenants dated as of       (the "Guaranty") whereby each Guarantor guaranteed the payment and performance of each other Guarantors' obligations under that certain HUD Master Lease dated as of       (the "Original Lease"), as amended by       to HUD Master Lease, dated as of       (the "      Amendment"), and collectively with the Original Lease, the       Amendment, (the "Master Lease") by and among each      , collectively as landlords ("Landlords"), and Sublandlord, as tenant.

1. Pursuant to the       Amendment, the Facilities subleased by the       Guarantors are being released from the Master Lease by Sublandlord's respective Facility Landlord for each such Facility.

2. As a result of the release of the Facilities subleased by the       Guarantors from the Master Lease, Sublandlord is willing to terminate and release the Guarantors from the Guaranty, subject to the approval of Mortgagee and HUD.

3. Mortgagee and HUD have agreed to consent to the termination and release of each Guarantor's obligations under the Guaranty, contingent upon Sublandlord receiving an executed subordinate guaranty of the Master Lease, in form and substance satisfactory to Mortgagee and HUD, from the       Guarantors.

4. Capitalized words and terms used, but not defined, in this Amendment shall have the meanings ascribed thereto in the Guaranty.

NOW, THEREFORE, in consideration of these promises and other good and valuable consideration, the receipt of which is hereby acknowledged, the parties agree as follows:

1. RECITALS. The foregoing recitals are true, accurate and are incorporated herein by reference.

2. TERMINATION AND RELEASE. As of the Effective Date, Sublandlord and Guarantors terminate the Guaranty and the Guaranty shall be of no further force or effect. Sublandlord releases and forever discharges Guarantors and Guarantors' successors and assigns from any and all obligations, duties or liabilities under the Guaranty, except for: (a) such obligations, duties or liabilities that by the terms of the Guaranty survive the expiration or termination of the Guaranty, and (b) such obligations, duties or liabilities incurred by any Guarantor under the terms of the Guaranty prior to the Effective Date. Guarantors releases and forever discharges Sublandlord and the Sublandlord's successors and assigns from any and all obligations, duties or liabilities under the Guaranty, except for: (a) such obligations, duties or liabilities that by the terms of the Guaranty survive the expiration or termination of the Guaranty, and (b) such obligations, duties or liabilities incurred by Sublandlord under the terms of the Guaranty prior to the Effective Date.

(Signature page follows)

IN WITNESS WHEREOF, Guarantors and Sublandlord have caused this Release to be duly executed, as of the day and year first set forth above.

GUARANTORS:

By: By:

By: By:

SUBLANDLORD:

By: By:

By: By:

CONSENT OF LANDLORDS

      hereby consent to this Termination and Release of Guaranty of Subtenants and agree to be bound thereby.

LANDLORD:

By: By:

By: By:

CONSENT OF MORTGAGEE

      successor in interest to       hereby consents to this Termination and Release of Cross-Default Guaranty of Subtenants.

By:

Name:

Title:

Date:

CONSENT OF HUD

The Secretary of Housing and Urban Development, acting by and through the Federal Housing Commissioner, hereby consents to this Termination and Release of Cross-Default Guaranty of Subtenants.

THE SECRETARY OF HOUSING AND URBAN DEVELOPMENT, acting by and through the Federal Housing Commissioner

By:

Name: Authorized Agent

Date:

Previous versions obsolete Page 5 of 5 form HUD-92341-ORCF (03/2018)