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 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
21
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]
22
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: