collect from
Guarantor even if Administrative Agent, by foreclosing on the real property
collateral, has destroyed any right Guarantor may have to collect from
Borrower.
The foregoing sentence is an unconditional and irrevocable waiver of
any rights and defenses Guarantor may have because Borrower's debt is secured by
real property.
These rights and defenses being waived by Guarantor include, but
are not limited to, any rights or defenses based upon Section 580a, 580b, 580d
or 726 of the California Code of Civil Procedure.
This understanding and waiver
is made in addition to and not in limitation of any of the existing terms and
conditions of the Guaranty.
GENERAL RELEASE.
IN CONSIDERATION OF THE BENEFITS PROVIDED TO BORROWER AND
GUARANTOR UNDER THE TERMS AND PROVISIONS HEREOF, GUARANTOR HEREBY AGREES AS
FOLLOWS ("GENERAL RELEASE"):
(A)
GUARANTOR, FOR ITSELF AND ON BEHALF OF ITS 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 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 GUARANTOR 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 AND EACH GUARANTOR HEREUNDER
HAVE 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
OR GUARANTOR, 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.
(B)
GUARANTOR HEREBY ACKNOWLEDGES, REPRESENTS AND WARRANTS TO EACH OF
ADMINISTRATIVE AGENT AND THE LENDERS AS FOLLOWS:
(I)
GUARANTOR UNDERSTANDS THE MEANING AND EFFECT OF SECTION 1542 OF THE
CALIFORNIA CIVIL CODE WHICH PROVIDES:
Page 16 of 25
Loan No. 105706
"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 HER MUST HAVE
MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR."
(II)
WITH REGARD TO SECTION 1542