6.11
Release by Borrower.
FOR AND IN CONSIDERATION OF AGENT AND LENDERS'
AGREEMENTS CONTAINED HEREIN, BORROWER ("RELEASOR") HEREBY VOLUNTARILY AND
KNOWINGLY RELEASES AND FOREVER WAIVES AND DISCHARGES
AGENT
AND LENDERS WHO ARE
PARTIES TO THE LOAN AGREEMENT AS OF THE DATE HEREOF (INDIVIDUALLY AND
COLLECTIVELY, THE "RELEASED PARTIES") 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
UNSUSPECTED, FIXED, CONTINGENT OR CONDITIONAL OR AT LAW OR IN EQUITY, IN WHOLE
OR IN PART, ARISING ON OR BEFORE THE DATE OF THIS AMENDMENT THAT RELEASOR MAY
NOW OR HEREAFTER HAVE AGAINST THE RELEASED PARTIES, 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 ANY OF THE LOAN DOCUMENTS, THE INVENTORY LOAN DOCUMENTATION, THE
EXERCISE OF ANY RIGHTS AND REMEDIES UNDER ANY OF THE LOAN DOCUMENTS OR INVENTORY
LOAN DOCUMENTATION AND/OR NEGOTIATION FOR AND EXECUTION OF THIS
AMENDMENT,
INCLUDING, WITHOUT LIMITATION, ANY CONTRACTING FOR, CHARGING, TAKING, RESERVING,
COLLECTING OR RECEIVING INTEREST IN EXCESS OF THE HIGHEST LAWFUL RATE
APPLICABLE.
RELEASOR
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." RELEASOR 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.
RELEASOR ACCEPTS THIS POSSIBILITY AND ASSUMES THE RISK OF THE FACTS
TURNING OUT TO BE
15
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.
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]
16
IN WITNESS WHEREOF, this Amendment has been executed as of the date first
written above.
BORROWER:
BLUEGREEN VACATIONS CORPORATION,
a
Florida corporation
By:
/s/ Paul Humphrey
Name:
Paul Humphrey
Title:
Senior Vice President, Finance, Capital Markets and Mortgage Operations
[Signature Page to Fifth Amendment to Amended and Restated Loan and Security
Agreement]
AGENT AND LENDER:
PACIFIC WESTERN BANK,
a California state-chartered bank, as successor-by-merger to CapitalSource Bank
By:
/s/ Robert Dailey
Name:
Robert Dailey
Title:
SVP, Managing Director
[Signature Page to Fifth Amendment to Amended and Restated Loan and Security
Agreement]
Exhibit A
Schedule 1.2
Resorts
Primary Resorts
1.
BG Fountains Condominium
Orlando
Florida
2.
BG Club 36
Las Vegas
Nevada
3.
Bluegreen Odyssey Dells
Lake Delton
Wisconsin
4.
The Manhattan Club 2
New York
New York
5.
Éilan