ANY BORROWER HOLDS ANY CLAIMS AGAINST
ONE OR MORE OF THE LENDER PARTIES, INCLUDING BUT NOT LIMITED TO CLAIMS RELATING
TO ANY EXTENSION OR NON-EXTENSION OF A LETTER OF CREDIT OR ANY ISSUANCE OR
NON-ISSUANCE OF A LETTER OF CREDIT OR OTHERWISE ARISING FROM THE LOAN DOCUMENTS
AND ADMINISTRATION THEREOF OR COLLECTION OF
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AMOUNTS DUE THEREUNDER, OR ANY APPLICATIONS, DISCUSSIONS, AND/OR COMMITMENTS TO
ENTER INTO ANY FINANCE TRANSACTIONS, WAIVER OR FORBEARANCE AGREEMENTS AND/OR
AGREEMENTS PRIOR TO THE DATE OF EXECUTION OF THIS AGREEMENT, AS CONSIDERATION
FOR AGENT'S AND LENDERS' UNDERTAKINGS UNDER THIS AGREEMENT, BORROWERS HEREBY
UNCONDITIONALLY FOREVER RELEASE, DISCHARGE, AND ACQUIT THE LENDER PARTIES OF ANY
AND ALL CLAIMS, BREACHES OF CONTRACT, DEBTS, SUITS, DEMANDS, CAUSES OF ACTIONS
AND ACTIONS OF ANY TYPE OR NOTICE WHICH AROSE OR ARE BASED ON OCCURRENCES OR
TRANSACTIONS WHICH TOOK PLACE PRIOR TO THE EFFECTIVE DATE OF THIS AGREEMENT,
WHETHER KNOWN OR UNKNOWN, CONTINGENT OR LIQUIDATED, SUSPECTED OR UNSUSPECTED, AT
LAW OR IN EQUITY, OR BASED IN CONTRACT OR TORT.
EACH BORROWER ACKNOWLEDGES AND
REPRESENTS THAT IT HAS HAD THE OPPORTUNITY TO RECEIVE THE ADVICE OF COUNSEL IN
CONNECTION WITH THIS ACKNOWLEDGMENT AND RELEASE AND HAS VOLUNTARILY ENTERED INTO
THIS ACKNOWLEDGEMENT AND RELEASE.
EACH PARTY HERETO HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE
LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY
OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS
CONTEMPLATED HEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY).
EACH
PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY
OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD
NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B)
ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER
INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND
CERTIFICATIONS IN THIS SECTION 11.
BORROWERS ACKNOWLEDGE THAT BORROWERS HAVE NO RIGHT TO CURE EVENTS OF DEFAULT.
12.
Future Negotiations.
The parties hereto acknowledge and agree
that (A) the Lenders and Agent have not agreed to and have no future obligation
whatsoever to discuss, negotiate or agree to any restructuring of the Borrowers'
obligations with respect to (i) the MELF Loans, (ii) the PIDC Loans, (iii) the
Bakery Lease , the Improvement Agreement or the Office Lease, (iv) the New
Loans, or (v) the Loans and the Loan Documents, or any of them, or any
modification, amendment, restructuring or reinstatement of the Loan Documents
(including any future postponement of any Commitment reduction) or forbearing
from exercising their rights and remedies under the Loan Documents, (B) if there
are any future discussions among any of the Lenders, Agent, MELF, PIDC, Liberty,
Liberty II, one or more New Lenders, and the Borrowers concerning any such
restructuring, modification, amendment or reinstatement, then no restructuring,
modification, amendment, reinstatement, compromise, settlement, agreement or
understanding with respect to the Borrowers' obligations with respect to the
Loan Documents, or any of