HEREIN AT LENGTH (EACH, A "RELEASED CLAIM" AND
COLLECTIVELY, THE "RELEASED CLAIMS"), THAT GUARANTOR NOW HAS OR MAY ACQUIRE AS
OF THE LATER OF:
(I) THE DATE THIS AGREEMENT BECOMES EFFECTIVE THROUGH THE
SATISFACTION (OR WAIVER BY ALL OF ADMINISTRATIVE AGENT AND THE LENDERS) OF ALL
CONDITIONS HERETO; OR (II) THE DATE THAT BORROWER AND EACH GUARANTOR HEREUNDER
HAVE EXECUTED AND DELIVERED THIS AGREEMENT TO ADMINISTRATIVE AGENT (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 ADMINISTRATIVE AGENT OR THE LENDERS, OR ANY
OF ADMINISTRATIVE AGENT'S OR THE LENDERS' PREDECESSORS IN INTEREST, TO BORROWER
OR GUARANTOR, 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.
(B)
GUARANTOR HEREBY ACKNOWLEDGES, REPRESENTS AND WARRANTS TO EACH OF
ADMINISTRATIVE AGENT AND THE LENDERS AS FOLLOWS:
(I)
GUARANTOR UNDERSTANDS THE MEANING AND EFFECT OF SECTION 1542 OF THE
CALIFORNIA CIVIL CODE WHICH PROVIDES:
Page 13 of 25
Loan No. 105706
"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
AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE
MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR."
(II)
WITH REGARD TO SECTION 1542 OF THE CALIFORNIA CIVIL CODE, GUARANTOR
AGREES TO ASSUME THE RISK OF ANY AND ALL UNKNOWN, UNANTICIPATED OR MISUNDERSTOOD
DEFENSES AND RELEASED CLAIMS WHICH ARE RELEASED BY THE PROVISIONS OF THIS
GENERAL RELEASE IN FAVOR OF EACH OF ADMINISTRATIVE AGENT AND THE LENDERS, AND
GUARANTOR HEREBY WAIVES AND RELEASES ALL RIGHTS AND BENEFITS WHICH IT MIGHT
OTHERWISE HAVE UNDER SECTION 1542 OF THE CALIFORNIA CIVIL CODE WITH REGARD TO
THE RELEASE OF SUCH UNKNOWN, UNANTICIPATED OR MISUNDERSTOOD DEFENSES AND
RELEASED CLAIMS.
(C)
EACH PERSON SIGNING BELOW ON BEHALF OF GUARANTOR ACKNOWLEDGES THAT HE
OR SHE HAS READ EACH OF THE PROVISIONS OF THIS GENERAL RELEASE.
EACH SUCH
PERSON FULLY UNDERSTANDS THAT THIS GENERAL RELEASE HAS IMPORTANT LEGAL
CONSEQUENCES, AND EACH SUCH PERSON REALIZES THAT THEY ARE RELEASING ANY AND ALL
RELEASED CLAIMS THAT GUARANTOR MAY HAVE AS OF THE RELEASE DATE.
GUARANTOR
HEREBY ACKNOWLEDGES THAT IT HAS HAD AN OPPORTUNITY TO OBTAIN A LAWYER'S ADVICE
CONCERNING THE LEGAL CONSEQUENCES OF EACH OF THE PROVISIONS OF THIS GENERAL
RELEASE.
(D)
GUARANTOR HEREBY SPECIFICALLY ACKNOWLEDGES AND AGREES THAT:
(I) NONE
OF THE PROVISIONS OF THIS GENERAL RELEASE SHALL BE CONSTRUED AS OR CONSTITUTE AN
ADMISSION OF ANY LIABILITY ON THE PART OF ANY OF ADMINISTRATIVE AGENT AND THE
LENDERS; (II) THE PROVISIONS OF THIS GENERAL RELEASE SHALL CONSTITUTE AN
ABSOLUTE BAR TO ANY RELEASED CLAIM OF ANY KIND, WHETHER ANY SUCH RELEASED CLAIM
IS BASED ON CONTRACT, TORT, WARRANTY, MISTAKE OR ANY OTHER THEORY, WHETHER
LEGAL, STATUTORY OR EQUITABLE; AND (III) ANY ATTEMPT TO