REPRESENTATION OR WARRANTY EXPRESSLY RELATES TO A PRIOR SPECIFIC DATE OR
PERIOD, IN WHICH CASE IT IS TRUE AND CORRECT AS OF SUCH PRIOR DATE OR PERIOD);
(B) NO DEFAULT HAS OCCURRED AND IS CONTINUING AS OF THIS DATE UNDER THE GE LOAN
DOCUMENTS OR THE OXFORD LOAN DOCUMENTS; (C) BORROWER HAS THE POWER AND IS DULY
AUTHORIZED TO ENTER INTO, DELIVER AND PERFORM ITS OBLIGATIONS UNDER THIS
AGREEMENT AND TO PERFORM ITS OBLIGATIONS UNDER THE GE LOAN DOCUMENTS AND THE
OXFORD LOAN DOCUMENTS; AND (D) THIS AGREEMENT AND EACH OF THE GE LOAN DOCUMENTS
AND THE OXFORD LOAN DOCUMENTS IS THE LEGAL, VALID AND BINDING OBLIGATION OF
BORROWER ENFORCEABLE AGAINST IT IN ACCORDANCE WITH ITS TERMS.
.9
CONDITIONS PRECEDENT TO EFFECTIVENESS OF THIS AGREEMENT.
THIS
AGREEMENT SHALL BECOME EFFECTIVE UPON THE SATISFACTION (OR WAIVER BY BOTH
LENDERS IN THE SOLE DISCRETION OF EACH) OF EACH OF THE FOLLOWING CONDITIONS
PRECEDENT (THE "AGREEMENT EFFECTIVE DATE"):
.A
EACH LENDER SHALL HAVE RECEIVED ONE OR MORE
COUNTERPARTS OF THIS AGREEMENT DULY EXECUTED AND DELIVERED BY BORROWER AND EACH
OTHER PERSON PARTY HERETO, TOGETHER WITH SUCH OTHER DOCUMENTS, IF ANY, AS EITHER
LENDER SHALL SPECIFY.
.10
RELEASE.
BORROWER HEREBY RELEASES, REMISES, ACQUITS AND FOREVER
DISCHARGES EACH LENDER AND EACH OF THEIR EMPLOYEES, AGENTS, REPRESENTATIVES,
CONSULTANTS, ATTORNEYS, FIDUCIARIES, OFFICERS, DIRECTORS, PARTNERS,
PREDECESSORS, SUCCESSORS AND ASSIGNS, SUBSIDIARY CORPORATIONS, PARENT
CORPORATIONS, AND RELATED CORPORATE DIVISIONS (COLLECTIVELY, THE "RELEASED
PARTIES"), FROM ANY AND ALL ACTIONS AND CAUSES OF ACTION, JUDGMENTS, EXECUTIONS,
SUITS, DEBTS, CLAIMS, DEMANDS, LIABILITIES, OBLIGATIONS, DAMAGES AND EXPENSES OF
ANY AND EVERY CHARACTER, KNOWN OR UNKNOWN, DIRECT AND/OR INDIRECT, AT LAW OR IN
EQUITY, OF WHATSOEVER KIND OR NATURE, FOR OR BECAUSE OF ANY MATTER OR THINGS
DONE, OMITTED OR SUFFERED TO BE DONE BY ANY OF THE RELEASED PARTIES PRIOR TO AND
INCLUDING THE AGREEMENT EFFECTIVE DATE, WHICH ARISES OUT OF OR IS CONNECTED TO
THE GE LOAN DOCUMENTS AND THE OXFORD LOAN DOCUMENTS (COLLECTIVELY, THE "RELEASED
MATTERS").
BORROWER ACKNOWLEDGES THAT THE AGREEMENTS IN THIS SECTION ARE
INTENDED TO BE IN FULL SATISFACTION OF ALL OR ANY ALLEGED INJURIES OR DAMAGES
ARISING IN CONNECTION WITH THE RELEASED MATTERS.
Without limiting the generality of the foregoing, Borrower hereby waives the
provisions of any statute that prevents a general release from extending to
claims unknown by the releasing party.
By entering into this release, Borrower
recognizes that no facts or representations are ever absolutely certain and it
may hereafter discover facts in addition to or different from those which it
presently knows or believes to be true, but that it is the intention of Borrower
to hereby to fully, finally and forever settle and release all matters, disputes
and differences, known or unknown, suspected or unsuspected.
Accordingly, if
Borrower should subsequently discover that any fact that it relied upon in
delivering this release was untrue, or that any understanding of the facts was
incorrect, Borrower shall not be entitled to set aside this release by reason
thereof, regardless of any claim of mistake of fact or