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 ADMINISTRATIVE AGENT
AND THE LENDERS, ALL OF ADMINISTRATIVE AGENT'S AND THE LENDERS' PREDECESSORS IN
INTEREST, AND ALL OF ADMINISTRATIVE AGENT'S AND THE LENDERS' 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
Page 10 of 25
Loan No. 105706
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 ALL OF
ADMINISTRATIVE AGENT AND THE LENDERS) OF ALL CONDITIONS HERETO; OR (II) THE DATE
THAT BORROWER HAS 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, 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 EACH OF
ADMINISTRATIVE AGENT AND THE LENDERS 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
AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR