approval of the Lender, as provided
in the Loan Agreement, and (ii) will be considered Venue
Documents.
Accordingly, neither an agreement with Live Nation nor any other
agreements for the management of the Venue will be a requirement for Full Loan
Opening under the Loan Agreement; however, the delivery to the Lender of a fully
executed and effective Master Agreement, in form and on terms acceptable to the
Lender as required by the Loan Agreement is still a condition to Full Loan
Opening.
3.
AS A MATERIAL INDUCEMENT TO THE LENDER TO ENTER INTO THIS
AGREEMENT, THE BORROWER AND THE GUARANTORS, ON BEHALF OF THEMSELVES AND THEIR
RESPECTIVE SUCCESSORS, ASSIGNS, HEIRS, LEGAL REPRESENTATIVES AND CONSTITUENTS
(WHETHER OR NOT A PARTY HERETO) (THE BORROWER, THE GUARANTORS AND SUCH
SUCCESSORS, ASSIGNS, HEIRS, LEGAL REPRESENTATIVES AND CONSTITUENTS BEING
REFERRED TO HEREIN COLLECTIVELY AND INDIVIDUALLY, AS "OBLIGORS, ET AL."), HEREBY
FULLY, FINALLY AND COMPLETELY RELEASE AND FOREVER DISCHARGE THE LENDER, AND ITS
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 LOAN, AND WAIVE AND RELEASE ANY DEFENSE,
RIGHT OF COUNTERCLAIM, RIGHT OF SET-OFF OR DEDUCTION TO THE PAYMENT OF THE
INDEBTEDNESS EVIDENCED BY THE NOTE AND/OR ANY OTHER LOAN 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 AND THE GUARANTORS HEREBY ACKNOWLEDGE, REPRESENT AND WARRANT TO THE
LENDER 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 UNKNOWN, UNANTICIPATED OR MISUNDERSTOOD DEFENSES
OR CLAIMS, INCLUDING THE PROVISIONS OF SECTION 1542 OF THE CALIFORNIA CIVIL CODE
OR ANY SIMILAR LAW, WHICH PROVIDES: "A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS
WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF
EXECUTING THE RELEASE, WHICH IF
2
KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR."
THE BORROWER AND THE GUARANTORS ACKNOWLEDGE THAT THEY HAVE READ AND UNDERSTOOD
EACH OF THE PROVISIONS OF THIS RELEASE. THE BORROWER AND THE GUARANTORS FULLY
UNDERSTAND THAT THIS RELEASE CONSTITUTES A GENERAL RELEASE, AND THAT THEY HAVE
IMPORTANT LEGAL CONSEQUENCES. THE BORROWER AND THE GUARANTORS UNDERSTAND AND
CONFIRM THAT THEY ARE HEREBY RELEASING ANY AND ALL RELEASED CLAIMS THAT