THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT AND THE
COMPREHENSIVE TRANSACTION DOCUMENTS TO WHICH IT IS A PARTY (COLLECTIVELY, THE
"RELEASED PARTIES") FROM ANY AND ALL COMMITMENTS, ACTIONS, DEBTS, CLAIMS,
COUNTERCLAIMS, SUITS, CAUSES OF ACTION, DAMAGES, DEMANDS, LIABILITIES,
OBLIGATIONS, COSTS, EXPENSES,
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AND COMPENSATION OF EVERY KIND AND NATURE WHATSOEVER, PAST, PRESENT, OR FUTURE,
AT LAW OR IN EQUITY, WHETHER KNOWN OR UNKNOWN, CONTINGENT OR OTHERWISE, WHICH
SUCH RELEASING PARTIES, OR ANY OF THEM, HAD, HAS, OR MAY HAVE HAD AT ANY TIME IN
THE PAST UNTIL AND INCLUDING THE DATE OF THIS AGREEMENT AGAINST THE RELEASED
PARTIES, OR ANY OF THEM, WHICH RELATE TO OR ARISE OUT OF SUCH RELEASING PARTY'S
PRIOR RELATIONSHIP WITH THE COMPANIES OR THE SUBSIDIARIES OR THEIR LENDERS OR
ITS RIGHTS OR STATUS AS A MEMBER, OFFICER, EMPLOYEE OR DIRECTOR OF THE COMPANIES
AND FURTHER INCLUDING ANY CLAIMS OF FRAUD OR FRAUDULENT INDUCEMENT IN CONNECTION
WITH THE NEGOTIATION, EXECUTION AND PERFORMANCE OF THIS AGREEMENT AND THE OTHER
COMPREHENSIVE TRANSACTION DOCUMENTS SET FORTH ON EXHIBIT C HERETO TO WHICH SUCH
SELLER IS A PARTY IN CONNECTION WITH THE TRANSACTIONS CONTEMPLATED BY THIS
AGREEMENT (COLLECTIVELY, FOR THE PURPOSES OF THIS SECTION 8.13 "CAUSES OF
ACTION").
(B)
EACH SELLER HEREBY REPRESENTS TO THE
RELEASED PARTIES THAT SUCH SELLER (I) HAS NOT ASSIGNED ANY CAUSES OF ACTION OR
POSSIBLE CAUSES OF ACTION AGAINST ANY RELEASED PARTY, (II) FULLY INTENDS TO
RELEASE ALL CAUSES OF ACTION AGAINST THE RELEASED PARTIES INCLUDING UNKNOWN AND
CONTINGENT CAUSES OF ACTION, AND (III) HAS CONSULTED WITH COUNSEL WITH RESPECT
TO THE EXECUTION AND DELIVERY OF THIS GENERAL RELEASE AND HAS BEEN FULLY
APPRISED OF THE CONSEQUENCES HEREOF.
FURTHERMORE, EACH SELLER FURTHER AGREES
NOT TO INSTITUTE ANY LITIGATION, LAWSUIT, CLAIM OR ACTION AGAINST ANY RELEASED
PARTY WITH RESPECT TO THE RELEASED CAUSES OF ACTION.
(C)
EACH SELLER HEREBY REPRESENTS AND WARRANTS
THAT IT HAS ACCESS TO ADEQUATE INFORMATION REGARDING THE TERMS OF THIS
AGREEMENT, THE SCOPE AND EFFECT OF THE RELEASES SET FORTH HEREIN, AND ALL OTHER
MATTERS ENCOMPASSED BY THIS AGREEMENT TO MAKE AN INFORMED AND KNOWLEDGEABLE
DECISION WITH REGARD TO ENTERING INTO THIS AGREEMENT.
EACH SELLER FURTHER
REPRESENTS AND WARRANTS THAT IT HAS NOT RELIED UPON ANY COMPANY, BUYER OR ANY OF
THE RELEASED PARTIES IN DECIDING TO ENTER INTO THIS AGREEMENT AND HAS INSTEAD
MADE ITS OWN INDEPENDENT ANALYSIS AND DECISION TO ENTER INTO THIS AGREEMENT.
(D)
EACH SELLER HEREBY IRREVOCABLY WAIVES ANY
RIGHTS OF FIRST REFUSAL, PREEMPTIVE RIGHTS, RIGHTS TO PURCHASE OR OTHER RIGHTS
THAT SUCH SELLER MAY HAVE WITH RESPECT TO ANY SECURITIES OF ANY OF THE COMPANIES
OR THE SUBSIDIARIES, WHETHER UNDER LAW, LLC OPERATING AGREEMENTS, CERTIFICATES
OF FORMATION OR OTHER ORGANIZATIONAL DOCUMENTS, BY CONTRACT OR OTHERWISE.
9.
DEFINITIONS
9.1
Definitions.
For purposes of this
Agreement, the following terms shall have the meanings set forth below:
"4(2) Notes":
the notes to be issued by SRL Master to Buyer in a private
placement pursuant to Section 4(2) of the Securities Act, the terms of which
notes shall