EACH HAS PARTICIPATED IN
THE NEGOTIATION AND DRAFTING OF THIS DOCUMENT, AND THAT THIS AGREEMENT AND ALL
THE LOAN DOCUMENTS SHALL NOT BE INTERPRETED OR CONSTRUED AGAINST OR IN FAVOR OF
ANY PARTY BY VIRTUE OF THE IDENTITY, INTEREST OR AFFILIATION OF ITS PREPARER.
11.
EXECUTION IN COUNTERPARTS. TO FACILITATE EXECUTION, THIS DOCUMENT MAY
BE EXECUTED IN AS MANY COUNTERPARTS AS MAY BE CONVENIENT OR REQUIRED. IT SHALL
NOT BE NECESSARY THAT THE SIGNATURE OF, OR ON BEHALF OF, EACH PARTY, OR THAT THE
SIGNATURE OF ALL PERSONS REQUIRED TO BIND ANY PARTY, APPEAR ON EACH
COUNTERPART.
ALL COUNTERPARTS SHALL COLLECTIVELY CONSTITUTE A SINGLE DOCUMENT.
IT SHALL NOT BE NECESSARY IN MAKING PROOF OF THIS DOCUMENT TO PRODUCE OR ACCOUNT
FOR MORE THAN A SINGLE COUNTERPART CONTAINING THE RESPECTIVE SIGNATURES OF, OR
ON BEHALF OF, EACH OF THE PARTIES HERETO. ANY SIGNATURE PAGE TO ANY COUNTERPART
MAY BE DETACHED FROM SUCH COUNTERPART WITHOUT IMPAIRING THE LEGAL EFFECT OF THE
SIGNATURES THEREON AND THEREAFTER ATTACHED TO ANOTHER COUNTERPART IDENTICAL
THERETO EXCEPT HAVING ATTACHED TO IT ADDITIONAL SIGNATURE PAGES.
12.
GENERAL RELEASE.
IN CONSIDERATION OF THE BENEFITS PROVIDED TO
BORROWER UNDER THE TERMS AND PROVISIONS HEREOF, BORROWER HEREBY AGREES AS
FOLLOWS ("GENERAL RELEASE"):
12.1
BORROWER, FOR ITSELF AND ON BEHALF OF ITS RESPECTIVE SUCCESSORS AND
ASSIGNS, DOES HEREBY RELEASE, ACQUIT AND FOREVER DISCHARGE LENDER, ALL OF
LENDER'S PREDECESSORS IN INTEREST, AND ALL OF LENDER'S PAST AND PRESENT
OFFICERS, DIRECTORS, ATTORNEYS, AFFILIATES, EMPLOYEES AND AGENTS, OF AND FROM
ANY AND ALL CLAIMS, DEMANDS, OBLIGATIONS, LIABILITIES, INDEBTEDNESS, BREACHES OF
CONTRACT, BREACHES OF DUTY OR OF ANY RELATIONSHIP, ACTS, OMISSIONS, MISFEASANCE,
MALFEASANCE, CAUSES OF ACTION, DEFENSES, OFFSETS, DEBTS, SUMS OF MONEY,
ACCOUNTS, COMPENSATION, CONTRACTS, CONTROVERSIES, PROMISES, DAMAGES, COSTS,
LOSSES AND EXPENSES, OF EVERY TYPE, KIND, NATURE, DESCRIPTION OR CHARACTER,
WHETHER KNOWN OR UNKNOWN, SUSPECTED OR UNSUSPECTED, LIQUIDATED OR UNLIQUIDATED,
EACH AS THOUGH FULLY SET FORTH HEREIN AT LENGTH (EACH, A "RELEASED CLAIM" AND
COLLECTIVELY, THE "RELEASED CLAIMS"), THAT BORROWER NOW HAS OR MAY ACQUIRE AS OF
THE LATER OF:
(I) THE DATE THIS AGREEMENT BECOMES EFFECTIVE THROUGH THE
SATISFACTION (OR WAIVER BY LENDER) OF ALL CONDITIONS HERETO; OR (II) THE DATE
THAT BORROWER HAS EXECUTED AND DELIVERED THIS AGREEMENT TO LENDER (HEREAFTER,
THE "RELEASE DATE"), INCLUDING WITHOUT LIMITATION, THOSE RELEASED CLAIMS IN ANY
WAY ARISING OUT OF, CONNECTED WITH OR RELATED TO ANY AND ALL PRIOR CREDIT
ACCOMMODATIONS, IF ANY, PROVIDED BY LENDER, OR ANY OF LENDER'S
Page 9 of 27
Loan No. 105093
predecessors in interest, to Borrower, and any agreements, notes or
documents of any kind related thereto or the transactions contemplated thereby
or hereby, or any other agreement or document referred to herein or therein.
12.2
BORROWER HEREBY ACKNOWLEDGES, REPRESENTS AND WARRANTS TO LENDER AS
FOLLOWS:
(I)
BORROWER UNDERSTANDS THE MEANING AND EFFECT OF SECTION 1542 OF THE
CALIFORNIA CIVIL CODE WHICH PROVIDES:
"SECTION 1542.
GENERAL RELEASE; EXTENT.
A GENERAL RELEASE DOES NOT EXTEND TO
CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR