evidenced by the Original Note, the Amended Note or any of the Loan
Documents (as defined in the Original Note) in effect as of the Original Note
Closing Date, the Amended Note Closing Date or created prior to the date hereof,
and such liens and security interests shall not be and are not in any manner
released or waived solely by execution of this Note.
Guarantor hereby ratifies
and reaffirms all of its obligations under that certain Payment Guaranty dated
November 19, 2012, by Guarantor in favor of Lender, and hereby acknowledges that
such Guaranty is in full force and effect.
4.5 RELEASE.
FOR AND IN CONSIDERATION OF LENDER'S AGREEMENT CONTAINED HEREIN,
BORROWER HEREBY VOLUNTARILY AND KNOWINGLY RELEASES AND FOREVER WAIVES AND
DISCHARGES
LENDER FROM ALL POSSIBLE CLAIMS, COUNTERCLAIMS, DEMANDS, ACTIONS,
CAUSES OF ACTION, DAMAGES, COSTS, EXPENSES AND LIABILITIES WHATSOEVER, WHETHER
KNOWN OR UNKNOWN, ANTICIPATED OR UNANTICIPATED, SUSPECTED OR
21
UNSUSPECTED, FIXED, CONTINGENT OR CONDITIONAL OR AT LAW OR IN EQUITY, IN WHOLE
OR IN PART, ARISING ON OR BEFORE THE DATE HEREOF THAT BORROWER MAY NOW OR
HEREAFTER HAVE AGAINST LENDER, IF ANY, IRRESPECTIVE OF WHETHER ANY SUCH CLAIMS
ARISE OUT OF CONTRACT, TORT, VIOLATION OF LAW OR REGULATIONS OR OTHERWISE,
INCLUDING WITHOUT LIMITATION ARISING
DIRECTLY OR INDIRECTLY FROM THE ORIGINAL
NOTE, ANY OF THE LOAN DOCUMENTS, THE RECEIVABLES LOAN DOCUMENTATION, THE
EXERCISE OF ANY RIGHTS AND REMEDIES UNDER ANY OF THE LOAN DOCUMENTS OR
RECEIVABLES LOAN DOCUMENTATION AND/OR NEGOTIATION FOR AND EXECUTION OF THIS
NOTE, THE OTHER LOAN DOCUMENTS OR ANY OF THE RECEIVABLES LOAN DOCUMENTATION,
INCLUDING, WITHOUT LIMITATION, ANY CONTRACTING FOR, CHARGING, TAKING, RESERVING,
COLLECTING OR RECEIVING INTEREST IN EXCESS OF THE HIGHEST LAWFUL RATE
APPLICABLE, EXCEPT AS ITS RELATES TO LENDER PERFORMING ITS OBLIGATIONS UNDER
THIS NOTE FROM AND AFTER THE DATE HEREOF.
BORROWER
WAIVES THE BENEFITS OF ANY
LAW, WHICH MAY PROVIDE IN SUBSTANCE: "A GENERAL RELEASE DOES NOT EXTEND TO
CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN ITS FAVOR AT THE
TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY IT MUST HAVE MATERIALLY
AFFECTED ITS SETTLEMENT WITH THE DEBTOR." BORROWER UNDERSTANDS THE FACTS IT
BELIEVES TO BE TRUE AT THE TIME OF MAKING THE RELEASE PROVIDED FOR HEREIN MAY
LATER TURN OUT TO BE DIFFERENT THAN IT NOW BELIEVES, AND INFORMATION NOT NOW
KNOWN OR SUSPECTED MAY LATER BE DISCOVERED.
BORROWER ACCEPTS THIS POSSIBILITY
AND ASSUMES THE RISK OF THE FACTS TURNING OUT TO BE DIFFERENT AND NEW
INFORMATION BEING DISCOVERED AND FURTHER AGREES THE RELEASE PROVIDED FOR HEREIN
SHALL IN ALL RESPECTS CONTINUE TO BE EFFECTIVE AND NOT SUBJECT TO TERMINATION OR
RESCISSION BECAUSE OF ANY DIFFERENCE IN SUCH FACTS OR ANY NEW INFORMATION.
[Signature pages follow]
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IN WITNESS WHEREOF, the signatories hereto have caused this Note to be executed
and delivered by their respective duly authorized officers.
BORROWER:
BLUEGREEN VACATIONS UNLIMITED, INC., a Florida corporation
By: /s/ Anthony M. Puleo
Name:
Anthony M. Puleo
Title:
Vice President and Treasurer
AGREED TO AND ACKNOWLEDGED: