RELEASE AND FOREVER DISCHARGE THE LENDER, THE ADMINISTRATIVE AGENT AND THEIR
RESPECTIVE OWNERS, SUCCESSORS, ASSIGNS, AFFILIATES, SUBSIDIARIES, PARENTS,
OFFICERS, SHAREHOLDERS, DIRECTORS, EMPLOYEES, ATTORNEYS AND AGENTS, PAST,
PRESENT AND FUTURE, AND THEIR RESPECTIVE HEIRS, PREDECESSORS, SUCCESSORS AND
ASSIGNS (COLLECTIVELY AND INDIVIDUALLY, "LENDER, ET AL.") OF AND FROM ANY AND
ALL CLAIMS, CONTROVERSIES, DISPUTES, LIABILITIES, OBLIGATIONS, DEMANDS, DAMAGES,
EXPENSES (INCLUDING, WITHOUT LIMITATION, REASONABLE ATTORNEYS' FEES), DEBTS,
LIENS, ACTIONS AND CAUSES OF ACTION OF ANY AND EVERY NATURE WHATSOEVER,
INCLUDING, WITHOUT LIMITATION, ANY THEREOF RELATING TO THE ADVANCES, AND WAIVE
AND RELEASE ANY DEFENSE, RIGHT OF COUNTERCLAIM, RIGHT OF SET-OFF OR DEDUCTION TO
THE PAYMENT OF THE INDEBTEDNESS EVIDENCED BY THE LENDER NOTE AND/OR ANY OTHER
TRANSACTION DOCUMENT WHICH OBLIGORS, ET AL. NOW HAVE OR MAY CLAIM TO HAVE
AGAINST LENDER, ET AL., OR ANY THEREOF, ARISING OUT OF, CONNECTED WITH OR
RELATING TO ANY AND ALL ACTS, OMISSIONS OR EVENTS OCCURRING PRIOR TO THE
EXECUTION OF THIS AGREEMENT.
THE BORROWER, THE GUARANTOR AND THE PORTFOLIO ADMINISTRATOR HEREBY ACKNOWLEDGE,
REPRESENT AND WARRANT TO THE LENDER AND THE ADMINISTRATIVE AGENT THAT THEY AGREE
TO ASSUME THE RISK OF ANY AND ALL UNKNOWN, UNANTICIPATED OR MISUNDERSTOOD
DEFENSES AND CLAIMS WHICH ARE RELEASED BY THE PROVISIONS HEREOF IN FAVOR OF
LENDER, ET AL., AND WAIVE AND RELEASE ALL RIGHTS AND BENEFITS WHICH THEY MIGHT
OTHERWISE HAVE UNDER ANY FEDERAL, STATE OR LOCAL LAW OR STATUTE WITH REGARD TO
THE RELEASE OF SUCH
DOC ID - 24388782.9
2
UNKNOWN, UNANTICIPATED OR MISUNDERSTOOD DEFENSES OR CLAIMS.
THE BORROWER, THE GUARANTOR AND THE PORTFOLIO ADMINISTRATOR ACKNOWLEDGE THAT
THEY HAVE READ AND UNDERSTAND EACH OF THE PROVISIONS OF THIS RELEASE. THE
BORROWER, THE GUARANTOR AND THE PORTFOLIO ADMINISTRATOR FULLY UNDERSTAND THAT
THIS RELEASE CONSTITUTES A GENERAL RELEASE, AND THAT IT HAS IMPORTANT LEGAL
CONSEQUENCES. THE BORROWER, THE GUARANTOR AND THE PORTFOLIO ADMINISTRATOR
UNDERSTAND AND CONFIRM THAT THEY ARE HEREBY RELEASING ANY AND ALL RELEASED
CLAIMS THAT ANY MAY INDIVIDUALLY HAVE AS OF THE DATE HEREOF. THE BORROWER, THE
GUARANTOR AND THE PORTFOLIO ADMINISTRATOR HEREBY ACKNOWLEDGE THAT THEY HAVE HAD
A FULL AND FAIR OPPORTUNITY TO OBTAIN A LAWYER'S ADVICE CONCERNING THE LEGAL
CONSEQUENCES OF THIS RELEASE AND WAIVER.
7.
As an additional material inducement to the Lender and the Administrative Agent
to enter into this Agreement and to amend certain provisions of the Loan
Agreement as provided herein, the Borrower, the Guarantor and the Portfolio
Administrator hereby represent and warrant to, and agree with, the Lender and
the Administrative Agent that, as of the date hereof:
(a)
the Transaction Documents, as amended hereby, are in full force and effect and
none of Borrower, the Guarantor or the Portfolio Administrator has any defense,
counterclaim or offset to the payment or performance of any of such party's
obligations in regard to the Advances or any of the Transaction Documents, as
amended hereby, and the Liens created and granted by the Transaction Documents
continue unimpaired and of first priority and secure all existing and future
obligations owed to the Lender and/or the