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200214388
<br />(a) As of the Effective Date, there is no Event of Default (as defined in the
<br />Deed of Trust) or event which with the passage of time or the giving of notice, or both, would
<br />constitute an Event of Default under the Loan Documents; and
<br />(b) Borrower has thoroughly read and reviewed the terms and provisions of
<br />this Agreement and the Loan Documents and is familiar with same, and Borrower has entered
<br />into this Agreement voluntarily, without duress or undue influence of any kind, and with the
<br />advice and representation of legal counsel, if any, selected by Borrower.
<br />Borrower acknowledges that Lender is relying upon the foregoing representations and warranties
<br />as a material inducement to Lender's execution of this Agreement.
<br />6. Release of Claims. Prior Owner and Borrower (collectively and individually,
<br />`Borrower Parties "), hereby jointly and severally, unconditionally and irrevocably, finally and
<br />completely RELEASE AND FOREVER DISCHARGE Former Lender and Lender, and their
<br />respective successors, assigns, affiliates, subsidiaries, parents, officers, shareholders, directors,
<br />employees, attorneys and agents, past, present and future (collectively and individually, "Lender
<br />Parties "), of and from any and all claims, controversies, disputes, liabilities, obligations,
<br />demands, damages, debts, liens, actions and causes of action of any and every nature whatsoever,
<br />known or unknown, whether at law, by statute or in equity, in contract or in tort, under state or
<br />federal jurisdiction, and whether or not the economic effects of such alleged matters arise or are
<br />discovered in the future, which Borrower Parties have as of the Effective Date or may claim to
<br />have against Lender Parties arising out of or with respect to any and all transactions relating the
<br />Loan, the Prior Owner's Loan Documents or the Loan Documents occurring on or before the
<br />Effective Date, including any loss, cost or damage of any kind or character arising out of or in
<br />any way connected with or in any way resulting from the acts, actions or omissions of Lender
<br />Parties occurring on or before the Effective Date. The foregoing release is intended to be, and is,
<br />a full, complete and general release in favor of Lender Parties with respect to all claims,
<br />demands, actions, causes of action and other matters described therein, including specifically,
<br />without limitation, any claims, demands or causes of action based upon allegations of breach of
<br />fiduciary duty, breach of any alleged duty of fair dealing in good faith, economic coercion,
<br />usury, or any other theory, cause of action, occurrence, matter or thing which might result in
<br />liability upon Lender Parties arising or occurring on or before the Effective Date. Borrower
<br />Parties understand and agree that the foregoing general release is in consideration for the
<br />agreements of Lender contained herein and that they will receive no further consideration for
<br />such release. Borrower Parties represent and warrant to Lender that Borrower Parties have not
<br />previously assigned or transferred to any person or entity any matter released hereunder and
<br />Borrower Parties agree to indemnify, protect and hold the Lender Parties harmless from and
<br />against any and all claims based on or arising out of any such assignment or transfer.
<br />7. Default. Any default by Borrower in the performance of its obligations herein
<br />contained, or any material inaccuracy in the representations and warranties made by Borrower
<br />herein, shall constitute a default under the Loan Documents and shall entitle Lender to exercise
<br />all of its rights and remedies set forth in the Loan Documents.
<br />AO %299041
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