Common use of Release and Covenant Not to Sue Clause in Contracts

Release and Covenant Not to Sue. In consideration of the Sexxxance Payment payable to (and the benefits provided to) Employee as set forth above, Employee hereby RELEASES and FOREVER DISCHARGES the Company and any parent, subsidiary, affiliated or related company or trust, including, but not limited to, its or their respective predecessors, past and present officers, directors, shareholders, agents, employees, legal representatives, successors, trustees, fiduciaries and assigns (individually and collectively the "Sunbeam Group"), of and from (and does hereby WAIVE), any and all rights, contracts, claims (including claims sounding in tort), damages, actions, causes of action, attorney fees, future employment or reinstatement and suits, whether or not presently known, suspected or claimed, which Employee ever had, now has or claims, or might hereafter have or claim against the Sunbeam Group (and any of them), relating to, directly or indirectly, any matter or thing occurring, in whole or in part, at any time, including, without limitation, any and all rights, claims, grievances, arbitrations, or causes of action which Employee has asserted, could assert, or which could be asserted on his behalf relating to his hiring, employment with the Company prior to the date of execution and delivery of this Agreement, his separation from such employment or post-employment benefits, and under any federal, state or local law, ordinance, regulation or rule, all of the foregoing as heretofore or hereafter amended, or under any court decree, heretofore or hereafter promulgated. Employee also WAIVES ANY AND ALL RIGHTS under the laws of any jurisdictions in the United States that would limit the foregoing release and waiver. Employee recognizes that, among other things, he is releasing the Sunbeam Group, of and from any and all claims he might have against it, or any of them, for pain and suffering, emotional distress, compensatory and punitive damages and for employment discrimination based on age (including claims under the federal Age Discrimination in Employment Act of 1967, as amended ("ADEA") or comparable state laws), sex, national origin, race or color, mental or physical handicap or disability, or religious belief under both federal and any similar state or local laws. Employee hereby expressly waives and releases any right to reinstatement by the Sunbeam Group and any right to the recovery of attorney's fees in any proceeding between Employee and any member of the Sunbeam Group relating to the subject matter hereof. Employee also COVENANTS NOT TO SUE the Sunbeam Group, or any ox xhem, for any of the matters covered by this Section 5. There is expressly excluded from the scope of the above release Employee's right to receive the benefits of this Agreement. There also is excepted from the scope of this Release and Covenant not to Sue, any and all claims which Exxxoyee may have for indemnification from the Company by reason of his service as a director or officer of the Company or any of its subsidiaries, pursuant to the Delaware General Corporation Law, the Certificate of Incorporation and Bylaws of the Company; provided that Employee shall cooperate fully with the Company in the defense of any and all such claims for which indemnification is provided to Employee by the Company. EMPLOYEE ACKNOWLEDGES THAT THE COMPANY HAS GIVEN HIM ADEQUATE TIME (UP TO 21 DAYS IF EMPLOYEE DESIRES) WITHIN WHICH TO CONSIDER THIS AGREEMENT AND HAS ADVISED HIM IN WRITING TO CONSULT WITH COUNSEL BEFORE SIGNING THIS AGREEMENT. EMPLOYEE ACKNOWLEDGES THAT HE UNDERSTANDS AND THAT HE HAS ENTERED INTO THIS AGREEMENT FREELY AND VOLUNTARILY. THE PARTIES FURTHER ACKNOWLEDGE THAT FOR A PERIOD OF SEVEN (7) DAYS FOLLOWING THE EXECUTION OF THIS AGREEMENT, EMPLOYEE MAY REVOKE THIS AGREEMENT. SUCH REVOCATION SHALL BE MADE IN WRITING AND DELIVERED TO THE GENERAL COUNSEL OF THE COMPANY BY THE CLOSE OF BUSINESS ON THE SEVENTH DAY FOLLOWING THE EXECUTION HEREOF BY EMPLOYEE. IF NOT REVOKED WITHIN SUCH SEVEN DAY PERIOD, THIS AGREEMENT SHALL THEREAFTER BE IRREVOCABLE.

Release and Covenant Not to Sue. In consideration NEW BORROWER AND TENANT. New --------------------------------------------------------- Borrower and Tenant, jointly and severally, on behalf of themselves and all of their respective heirs, successors and assigns, remise, release, acquit, satisfy and forever discharge Lender Parties from any and all manner of debts, accountings, bonds, warranties, representations, covenants, promises, contracts, controversies, agreements, liabilities, obligations, expenses, damages, judgments, executions, actions, inactions, claims, demands and causes of action of any nature whatsoever, at law or in equity, either now accrued or subsequently maturing (but only as to matters arising prior to or on the date of this Agreement), which New Borrower or Tenant now has or hereafter can, shall or may have by reason of any matter, cause or thing, from the beginning of the Sexxxance Payment payable world to and including the date of this Agreement, including, without limitation, matters arising out of or relating to (and a) the benefits provided to) Employee as set forth above, Employee hereby RELEASES and FOREVER DISCHARGES the Company and any parent, subsidiary, affiliated or related company or trustLoan, including, but not limited to, its administration or their respective predecessorsfunding, past and present officers(b) the Loan Documents, directors(c) the assumption of the Loan by New Borrower, shareholders(d) the consent by Lender to the Requested Actions, agents(e) the secured indebtedness described in the Loan Documents, employees(f) the Indebtedness described in Section 1.3 hereof, legal representatives, successors, trustees, fiduciaries and assigns (individually and collectively the "Sunbeam Group"), g) any other agreement or transaction between any of and from (and does hereby WAIVE), any and all rights, contracts, claims (including claims sounding in tort), damages, actions, causes of action, attorney fees, future employment Borrower Parties or reinstatement and suits, whether or not presently known, suspected or claimed, which Employee ever had, now has or claims, or might hereafter have or claim against the Sunbeam Group (Tenant and any of them)Lender Parties, relating toand (h) the Project or its development, directly financing and operation. New Borrower and Tenant for themselves and all of their respective successors and assigns, covenant and agree never to institute or indirectly, cause to be instituted or continue prosecution of any matter suit or thing occurring, in whole other form of action or proceeding of any kind or nature whatsoever against any of Lender Parties by reason of or in partconnection with any of the foregoing matters, at any time, including, without limitation, any and all rights, claims, grievances, arbitrations, claims or causes of action which Employee has asserted, could assert, or which could be asserted on his behalf relating to his hiring, employment with the Company prior to arising through and including the date of execution and delivery of this Agreement, his separation from such employment or post-employment benefits, and under any federal, state or local law, ordinance, regulation or rule, all of the foregoing as heretofore or hereafter amended, or under any court decree, heretofore or hereafter promulgated. Employee also WAIVES ANY AND ALL RIGHTS under the laws of any jurisdictions in the United States that would limit the foregoing release and waiver. Employee recognizes that, among other things, he is releasing the Sunbeam Group, of and from any and all claims he might have against it, or any of them, for pain and suffering, emotional distress, compensatory and punitive damages and for employment discrimination based on age (including claims under the federal Age Discrimination in Employment Act of 1967, as amended ("ADEA") or comparable state laws), sex, national origin, race or color, mental or physical handicap or disability, or religious belief under both federal and any similar state or local laws. Employee hereby expressly waives and releases any right to reinstatement by the Sunbeam Group and any right to the recovery of attorney's fees in any proceeding between Employee and any member of the Sunbeam Group relating to the subject matter hereof. Employee also COVENANTS NOT TO SUE the Sunbeam Group, or any ox xhem, for any of the matters covered by this Section 5. There is expressly excluded from the scope of the above release Employee's right to receive the benefits of this Agreement. There also is excepted from the scope of this Release and Covenant not to Sue, any and all claims which Exxxoyee may have for indemnification from the Company by reason of his service as a director or officer of the Company or any of its subsidiaries, pursuant to the Delaware General Corporation Law, the Certificate of Incorporation and Bylaws of the Company; provided that Employee shall cooperate fully with the Company in the defense of any and all such claims for which indemnification is provided to Employee by the Company. EMPLOYEE ACKNOWLEDGES THAT THE COMPANY HAS GIVEN HIM ADEQUATE TIME (UP TO 21 DAYS IF EMPLOYEE DESIRES) WITHIN WHICH TO CONSIDER THIS AGREEMENT AND HAS ADVISED HIM IN WRITING TO CONSULT WITH COUNSEL BEFORE SIGNING THIS AGREEMENT. EMPLOYEE ACKNOWLEDGES THAT HE UNDERSTANDS AND THAT HE HAS ENTERED INTO THIS AGREEMENT FREELY AND VOLUNTARILY. THE PARTIES FURTHER ACKNOWLEDGE THAT FOR A PERIOD OF SEVEN (7) DAYS FOLLOWING THE EXECUTION OF THIS AGREEMENT, EMPLOYEE MAY REVOKE THIS AGREEMENT. SUCH REVOCATION SHALL BE MADE IN WRITING AND DELIVERED TO THE GENERAL COUNSEL OF THE COMPANY BY THE CLOSE OF BUSINESS ON THE SEVENTH DAY FOLLOWING THE EXECUTION HEREOF BY EMPLOYEE. IF NOT REVOKED WITHIN SUCH SEVEN DAY PERIOD, THIS AGREEMENT SHALL THEREAFTER BE IRREVOCABLE.

Release and Covenant Not to Sue. In consideration Each of the Sexxxance Payment payable Borrower Parties, on behalf of itself and all of its xxspective heirs, successors and assigns, hereby remises, releases, acquits, satisfies and forever discharges Lender Parties from any and all manner of debts, accountings, bonds, warranties, representations, covenants, promises, contracts, controversies, agreements, liabilities, obligations, expenses, damages, judgments, executions, actions, inactions, claims, demands and causes of action of any nature whatsoever, at law or in equity, known or unknown, either now accrued or subsequently maturing, which any of Borrower Parties now has or hereafter can, shall or may have by reason of any matter, cause or thing, from the beginning of the world to and including the Effective Date, including, without limitation, matters arising out of or relating to (and a) the benefits provided to) Employee as set forth above, Employee hereby RELEASES and FOREVER DISCHARGES the Company and any parent, subsidiary, affiliated or related company or trustLoan, including, but not limited to, its administration or their funding, (b) the Loan Documents, (c) the Debt and the Obligations and as otherwise described in the Loan Documents, (d) the Indebtedness described in Section 1.3 hereof, and (e) the Project or its development, financing and operation. Each of the Borrower Parties, for itself and all of its respective predecessorsheirs, past successors and present officersassigns, directorscovenants and agrees never to institute or cause to be instituted or continue prosecution of any suit or other form of action or proceeding of any kind or nature whatsoever against any of Lender Parties by reason of or in connection with any of the foregoing matters, shareholdersclaims or causes of action arising during the period from the beginning of the world to the Effective Date. As further consideration for the agreements herein contained, agentsBorrower Parties hereby agree, employeesrepresent and warrant that the matters released in this Agreement are not limited to matters which are known or disclosed, legal representatives, successors, trustees, fiduciaries and assigns (individually and collectively the "Sunbeam Group"), of and from (and does Borrower Parties hereby WAIVE), waive any and all rightsrights and benefits with respect to any matters arising out of or relating to any matter, contractscause or thing, claims from the beginning of the world to and including the Effective Date, including without limitation matters arising out of or relating to (including claims sounding i) the Loan, including, but not limited to, its administration or funding, (ii) the Loan Documents, (iii) the "Indebtedness" and the "Obligations" described in tort)the Loan Documents, damagesand (d) the Project or its development, actionsfinancing and operation which Borrower Parties now have, or in the future may have, conferred upon Borrower Parties by virtue of the provisions of Section 1542 of the Civil Code of the State of California which provides as follows: A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR. In this connection, Borrower Parties hereby agree, represent, and warrant that they realize and acknowledge that factual matters now unknown to one or more of the Borrower Parties may have given or may hereafter give rise to causes of action, attorney fees, future employment or reinstatement and suits, whether or not presently known, suspected or claimed, which Employee ever had, now has or claims, or might hereafter have or claim against the Sunbeam Group (demands, debts, controversies, damages, costs, losses and any of them)expenses which are presently unknown, relating to, directly or indirectly, any matter or thing occurring, in whole or in part, at any time, including, without limitation, any unanticipated and all rights, claims, grievances, arbitrations, or causes of action which Employee has asserted, could assert, or which could be asserted on his behalf relating to his hiring, employment with the Company prior to the date of execution and delivery of this Agreement, his separation from such employment or post-employment benefitsunsuspected, and under any federalBorrower Parties further agree, state or local lawrepresent and warrant that the release herein contained has been negotiated and agreed upon in light of that realization and that Borrower Parties nevertheless hereby intend to release, ordinance, regulation or rule, discharge and acquit all of the foregoing as heretofore or hereafter amended, or under any court decree, heretofore or hereafter promulgated. Employee also WAIVES ANY AND ALL RIGHTS under the laws of any jurisdictions in the United States that would limit the foregoing release and waiver. Employee recognizes that, among other things, he is releasing the Sunbeam Group, of and parties so released from any and all claims he might have against it, or any of them, for pain and suffering, emotional distress, compensatory and punitive damages and for employment discrimination based on age (including claims under the federal Age Discrimination in Employment Act of 1967, as amended ("ADEA") or comparable state laws), sex, national origin, race or color, mental or physical handicap or disability, or religious belief under both federal and any similar state or local laws. Employee hereby expressly waives and releases any right to reinstatement by the Sunbeam Group and any right to the recovery of attorney's fees in any proceeding between Employee and any member of the Sunbeam Group relating to the subject matter hereof. Employee also COVENANTS NOT TO SUE the Sunbeam Group, or any ox xhem, for any of the matters covered by this Section 5. There is expressly excluded from the scope of the above release Employee's right to receive the benefits of this Agreement. There also is excepted from the scope of this Release and Covenant not to Sue, any and all claims which Exxxoyee may have for indemnification from the Company by reason of his service as a director or officer of the Company or any of its subsidiaries, pursuant to the Delaware General Corporation Law, the Certificate of Incorporation and Bylaws of the Company; provided that Employee shall cooperate fully with the Company in the defense of any and all such claims for which indemnification is provided to Employee by the Company. EMPLOYEE ACKNOWLEDGES THAT THE COMPANY HAS GIVEN HIM ADEQUATE TIME (UP TO 21 DAYS IF EMPLOYEE DESIRES) WITHIN WHICH TO CONSIDER THIS AGREEMENT AND HAS ADVISED HIM IN WRITING TO CONSULT WITH COUNSEL BEFORE SIGNING THIS AGREEMENT. EMPLOYEE ACKNOWLEDGES THAT HE UNDERSTANDS AND THAT HE HAS ENTERED INTO THIS AGREEMENT FREELY AND VOLUNTARILY. THE PARTIES FURTHER ACKNOWLEDGE THAT FOR A PERIOD OF SEVEN (7) DAYS FOLLOWING THE EXECUTION OF THIS AGREEMENT, EMPLOYEE MAY REVOKE THIS AGREEMENT. SUCH REVOCATION SHALL BE MADE IN WRITING AND DELIVERED TO THE GENERAL COUNSEL OF THE COMPANY BY THE CLOSE OF BUSINESS ON THE SEVENTH DAY FOLLOWING THE EXECUTION HEREOF BY EMPLOYEE. IF NOT REVOKED WITHIN SUCH SEVEN DAY PERIOD, THIS AGREEMENT SHALL THEREAFTER BE IRREVOCABLEunknown claims.

Release and Covenant Not to Sue. In consideration of the Sexxxance Payment payable to (and the benefits provided to) Employee as set forth above, Employee hereby RELEASES and FOREVER DISCHARGES the Company and any parent, subsidiary, affiliated or related company or trust, including, but not limited to, its or their respective predecessors, past and present officers, directors, shareholders, agents, employees, legal representatives, successors, trustees, fiduciaries and assigns (individually and collectively the "Sunbeam Group"), of and from (and does hereby WAIVE), any and all rights, contracts, claims (including claims sounding in tort), damages, actions, causes of action, attorney fees, future employment or reinstatement and suits, whether or not presently known, suspected or claimed, which Employee ever had, now has or claims, or might hereafter have or claim against the Sunbeam Group (and any of them), relating to, directly or indirectly, any matter or thing occurring, in whole or in part, at any time, including, without limitation, any and all rights, claims, grievances, arbitrations, or causes of action which Employee has asserted, could assert, or which could be asserted on his behalf relating to his hiring, employment with the Company prior to the date of execution and delivery of this Agreement, his separation from such employment or post-employment benefits, and under any federal, state or local law, ordinance, regulation or rule, all of the foregoing as heretofore or hereafter amended, or under any court decree, heretofore or hereafter promulgated. Employee also WAIVES ANY AND ALL RIGHTS under the laws of any jurisdictions in the United States that would limit the foregoing release and waiver. Employee recognizes that, among other things, he is releasing the Sunbeam Group, of and from any and all claims he might have against it, or any of them, for pain and suffering, emotional distress, compensatory and punitive damages and for employment discrimination based on age (including claims under the federal Age Discrimination in Employment Act of 1967, as amended ("ADEA") or comparable state laws), sex, national origin, race or color, mental or physical handicap or disability, or religious belief under both federal and any similar state or local laws. Employee hereby expressly waives and releases any right to reinstatement by the Sunbeam Group and any right to the recovery of attorney's fees in any proceeding between Employee and any member of the Sunbeam Group relating to the subject matter hereof. Employee also COVENANTS NOT TO SUE the Sunbeam Group, or any ox xhem, for any of the matters covered by this Section 5. There is expressly excluded from the scope of the above release Employee's right to receive the benefits of this Agreement. There also is excepted from the scope of this Release and Covenant not to Sue, any and all claims which Exxxoyee may have for indemnification from the Company by reason of his service as a director or officer of the Company or any of its subsidiaries, pursuant to the Delaware General Corporation Law, the Certificate of Incorporation and Bylaws of the Company; provided that Employee shall cooperate fully with the Company in the defense of any and all such claims for which indemnification is provided to Employee by the Company. EMPLOYEE ACKNOWLEDGES THAT THE COMPANY HAS GIVEN HIM ADEQUATE TIME (UP TO 21 45 DAYS FROM THE DATE HEREOF AND FROM THE DATE OF HIS EXECUTION OF THE REAFFIRMATION AGREEMENT SET FORTH BELOW, IF EMPLOYEE DESIRES) WITHIN WHICH TO CONSIDER THIS AGREEMENT AND HAS ADVISED HIM IN WRITING TO CONSULT WITH COUNSEL BEFORE SIGNING THIS AGREEMENT. EMPLOYEE ACKNOWLEDGES THAT HE UNDERSTANDS AND THAT HE HAS ENTERED INTO THIS AGREEMENT FREELY AND VOLUNTARILY. THE PARTIES FURTHER ACKNOWLEDGE THAT FOR A PERIOD OF SEVEN (7) DAYS FOLLOWING THE EXECUTION OF THIS AGREEMENTAGREEMENT AND FOR A PERIOD OF SEVEN (7) DAYS FOLLOWING THE EXECUTION OF THE REAFFIRMATION AGREEMENT SET FORTH BELOW, EMPLOYEE MAY REVOKE THIS AGREEMENT. SUCH REVOCATION SHALL BE MADE IN WRITING AND DELIVERED TO THE GENERAL COUNSEL OF THE COMPANY BY THE CLOSE OF BUSINESS ON THE SEVENTH DAY FOLLOWING THE EXECUTION HEREOF BY EMPLOYEE. IF NOT REVOKED WITHIN SUCH SEVEN DAY PERIOD, THIS AGREEMENT SHALL THEREAFTER BE IRREVOCABLE.

Release and Covenant Not to Sue. In consideration Each of the Sexxxance Payment payable Borrower Parties, on behalf of itself and all of its xxspective heirs, successors and assigns, hereby remises, releases, acquits, satisfies and forever discharges Lender Parties from any and all manner of debts, accountings, bonds, warranties, representations, covenants, promises, contracts, controversies, agreements, liabilities, obligations, expenses, damages, judgments, executions, actions, inactions, claims, demands and causes of action of any nature whatsoever, at law or in equity, known or unknown, either now accrued or subsequently maturing, which any of Borrower Parties now has or hereafter can, shall or may have by reason of any matter, cause or thing, from the beginning of the world to and including the Effective Date, including, without limitation, matters arising out of or relating to (and a) the benefits provided to) Employee as set forth above, Employee hereby RELEASES and FOREVER DISCHARGES the Company and any parent, subsidiary, affiliated or related company or trustLoan, including, but not limited to, its administration or their funding, (b) the Loan Documents, (c) the Debt and the Obligations and as otherwise described in the Loan Documents, (d) the Indebtedness described in Section 1.3 hereof, and (e) the Project or its development, financing and operation, and (f) the Collateral. Each of the Borrower Parties, for itself and all of its respective predecessorsheirs, past successors and present officersassigns, directorscovenants and agrees never to institute or cause to be instituted or continue prosecution of any suit or other form of action or proceeding of any kind or nature whatsoever against any of Lender Parties by reason of or in connection with any of the foregoing matters, shareholdersclaims or causes of action arising during the period from the beginning of the world to the Effective Date. As further consideration for the agreements herein contained, agentsBorrower Parties hereby agree, employeesrepresent and warrant that the matters released in this Agreement are not limited to matters which are known or disclosed, legal representatives, successors, trustees, fiduciaries and assigns (individually and collectively the "Sunbeam Group"), of and from (and does Borrower Parties hereby WAIVE), waive any and all rightsrights and benefits with respect to any matters arising out of or relating to any matter, contractscause or thing, claims from the beginning of the world to and including the Effective Date, including without limitation matters arising out of or relating to (including claims sounding i) the Loan, including, but not limited to, its administration or funding, (ii) the Loan Documents, (iii) the "Indebtedness" and the "Obligations" described in tort)the Loan Documents, damagesand (d) the Project or its development, actionsfinancing and operation which Borrower Parties now have, or in the future may have, and (v) the Collateral, conferred upon Borrower Parties by virtue of the provisions of Section 1542 of the Civil Code of the State of California which provides as follows: A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR. In this connection, Borrower Parties hereby agree, represent, and warrant that they realize and acknowledge that factual matters now unknown to one or more of the Borrower Parties may have given or may hereafter give rise to causes of action, attorney fees, future employment or reinstatement and suits, whether or not presently known, suspected or claimed, which Employee ever had, now has or claims, or might hereafter have or claim against the Sunbeam Group (demands, debts, controversies, damages, costs, losses and any of them)expenses which are presently unknown, relating to, directly or indirectly, any matter or thing occurring, in whole or in part, at any time, including, without limitation, any unanticipated and all rights, claims, grievances, arbitrations, or causes of action which Employee has asserted, could assert, or which could be asserted on his behalf relating to his hiring, employment with the Company prior to the date of execution and delivery of this Agreement, his separation from such employment or post-employment benefitsunsuspected, and under any federalBorrower Parties further agree, state or local lawrepresent and warrant that the release herein contained has been negotiated and agreed upon in light of that realization and that Borrower Parties nevertheless hereby intend to release, ordinance, regulation or rule, discharge and acquit all of the foregoing as heretofore or hereafter amended, or under any court decree, heretofore or hereafter promulgated. Employee also WAIVES ANY AND ALL RIGHTS under the laws of any jurisdictions in the United States that would limit the foregoing release and waiver. Employee recognizes that, among other things, he is releasing the Sunbeam Group, of and parties so released from any and all claims he might have against it, or any of them, for pain and suffering, emotional distress, compensatory and punitive damages and for employment discrimination based on age (including claims under the federal Age Discrimination in Employment Act of 1967, as amended ("ADEA") or comparable state laws), sex, national origin, race or color, mental or physical handicap or disability, or religious belief under both federal and any similar state or local laws. Employee hereby expressly waives and releases any right to reinstatement by the Sunbeam Group and any right to the recovery of attorney's fees in any proceeding between Employee and any member of the Sunbeam Group relating to the subject matter hereof. Employee also COVENANTS NOT TO SUE the Sunbeam Group, or any ox xhem, for any of the matters covered by this Section 5. There is expressly excluded from the scope of the above release Employee's right to receive the benefits of this Agreement. There also is excepted from the scope of this Release and Covenant not to Sue, any and all claims which Exxxoyee may have for indemnification from the Company by reason of his service as a director or officer of the Company or any of its subsidiaries, pursuant to the Delaware General Corporation Law, the Certificate of Incorporation and Bylaws of the Company; provided that Employee shall cooperate fully with the Company in the defense of any and all such claims for which indemnification is provided to Employee by the Company. EMPLOYEE ACKNOWLEDGES THAT THE COMPANY HAS GIVEN HIM ADEQUATE TIME (UP TO 21 DAYS IF EMPLOYEE DESIRES) WITHIN WHICH TO CONSIDER THIS AGREEMENT AND HAS ADVISED HIM IN WRITING TO CONSULT WITH COUNSEL BEFORE SIGNING THIS AGREEMENT. EMPLOYEE ACKNOWLEDGES THAT HE UNDERSTANDS AND THAT HE HAS ENTERED INTO THIS AGREEMENT FREELY AND VOLUNTARILY. THE PARTIES FURTHER ACKNOWLEDGE THAT FOR A PERIOD OF SEVEN (7) DAYS FOLLOWING THE EXECUTION OF THIS AGREEMENT, EMPLOYEE MAY REVOKE THIS AGREEMENT. SUCH REVOCATION SHALL BE MADE IN WRITING AND DELIVERED TO THE GENERAL COUNSEL OF THE COMPANY BY THE CLOSE OF BUSINESS ON THE SEVENTH DAY FOLLOWING THE EXECUTION HEREOF BY EMPLOYEE. IF NOT REVOKED WITHIN SUCH SEVEN DAY PERIOD, THIS AGREEMENT SHALL THEREAFTER BE IRREVOCABLEunknown claims.

Release and Covenant Not to Sue. In consideration Each of the Sexxxance Payment payable Borrower Parties, on behalf of itself and all of itx xespective heirs, successors and assigns, hereby remises, releases, acquits, satisfies and forever discharges Lender Parties from any and all manner of debts, accountings, bonds, warranties, representations, covenants, promises, contracts, controversies, agreements, liabilities, obligations, expenses, damages, judgments, executions, actions, inactions, claims, demands and causes of action of any nature whatsoever, at law or in equity, known or unknown, either now accrued or subsequently maturing, which any of Borrower Parties now has or hereafter can, shall or may have by reason of any matter, cause or thing, from the beginning of the world to and including the Effective Date, including, without limitation, matters arising out of or relating to (and a) the benefits provided to) Employee as set forth above, Employee hereby RELEASES and FOREVER DISCHARGES the Company and any parent, subsidiary, affiliated or related company or trustLoan, including, but not limited to, its administration or their funding, (b) the Loan Documents, (c) the Debt and the Obligations and as otherwise described in the Loan Documents, (d) the Indebtedness described in Section 1.3 hereof, (e) the Project or its development, financing and operation and (f) the Collateral. Each of the Borrower Parties, for itself and all of its respective predecessorsheirs, past successors and present officersassigns, directorscovenants and agrees never to institute or cause to be instituted or continue prosecution of any suit or other form of action or proceeding of any kind or nature whatsoever against any of Lender Parties by reason of or in connection with any of the foregoing matters, shareholdersclaims or causes of action arising during the period from the beginning of the world to the Effective Date. As further consideration for the agreements herein contained, agentsBorrower Parties hereby agree, employeesrepresent and warrant that the matters released in this Agreement are not limited to matters which are known or disclosed, legal representatives, successors, trustees, fiduciaries and assigns (individually and collectively the "Sunbeam Group"), of and from (and does Borrower Parties hereby WAIVE), waive any and all rightsrights and benefits with respect to any matters arising out of or relating to any matter, contractscause or thing, claims from the beginning of the world to and including the Effective Date, including without limitation matters arising out of or relating to (including claims sounding i) the Loan, including, but not limited to, its administration or funding, (ii) the Loan Documents, (iii) the "Indebtedness" and the "Obligations" described in tort)the Loan Documents, damages(iv) the Project or its development, actionsfinancing and operation which Borrower Parties now have, or in the future may have, and (v) the Collateral, conferred upon Borrower Parties by virtue of the provisions of Section 1542 of the Civil Code of the State of California which provides as follows: In this connection, Borrower Parties hereby agree, represent, and warrant that they realize and acknowledge that factual matters now unknown to one or more of the Borrower Parties may have given or may hereafter give rise to causes of action, attorney fees, future employment or reinstatement and suits, whether or not presently known, suspected or claimed, which Employee ever had, now has or claims, or might hereafter have or claim against the Sunbeam Group (demands, debts, controversies, damages, costs, losses and any of them)expenses which are presently unknown, relating to, directly or indirectly, any matter or thing occurring, in whole or in part, at any time, including, without limitation, any unanticipated and all rights, claims, grievances, arbitrations, or causes of action which Employee has asserted, could assert, or which could be asserted on his behalf relating to his hiring, employment with the Company prior to the date of execution and delivery of this Agreement, his separation from such employment or post-employment benefitsunsuspected, and under any federalBorrower Parties further agree, state or local lawrepresent and warrant that the release herein contained has been negotiated and agreed upon in light of that realization and that Borrower Parties nevertheless hereby intend to release, ordinance, regulation or rule, discharge and acquit all of the foregoing as heretofore or hereafter amended, or under any court decree, heretofore or hereafter promulgated. Employee also WAIVES ANY AND ALL RIGHTS under the laws of any jurisdictions in the United States that would limit the foregoing release and waiver. Employee recognizes that, among other things, he is releasing the Sunbeam Group, of and parties so released from any and all claims he might have against it, or any of them, for pain and suffering, emotional distress, compensatory and punitive damages and for employment discrimination based on age (including claims under the federal Age Discrimination in Employment Act of 1967, as amended ("ADEA") or comparable state laws), sex, national origin, race or color, mental or physical handicap or disability, or religious belief under both federal and any similar state or local laws. Employee hereby expressly waives and releases any right to reinstatement by the Sunbeam Group and any right to the recovery of attorney's fees in any proceeding between Employee and any member of the Sunbeam Group relating to the subject matter hereof. Employee also COVENANTS NOT TO SUE the Sunbeam Group, or any ox xhem, for any of the matters covered by this Section 5. There is expressly excluded from the scope of the above release Employee's right to receive the benefits of this Agreement. There also is excepted from the scope of this Release and Covenant not to Sue, any and all claims which Exxxoyee may have for indemnification from the Company by reason of his service as a director or officer of the Company or any of its subsidiaries, pursuant to the Delaware General Corporation Law, the Certificate of Incorporation and Bylaws of the Company; provided that Employee shall cooperate fully with the Company in the defense of any and all such claims for which indemnification is provided to Employee by the Company. EMPLOYEE ACKNOWLEDGES THAT THE COMPANY HAS GIVEN HIM ADEQUATE TIME (UP TO 21 DAYS IF EMPLOYEE DESIRES) WITHIN WHICH TO CONSIDER THIS AGREEMENT AND HAS ADVISED HIM IN WRITING TO CONSULT WITH COUNSEL BEFORE SIGNING THIS AGREEMENT. EMPLOYEE ACKNOWLEDGES THAT HE UNDERSTANDS AND THAT HE HAS ENTERED INTO THIS AGREEMENT FREELY AND VOLUNTARILY. THE PARTIES FURTHER ACKNOWLEDGE THAT FOR A PERIOD OF SEVEN (7) DAYS FOLLOWING THE EXECUTION OF THIS AGREEMENT, EMPLOYEE MAY REVOKE THIS AGREEMENT. SUCH REVOCATION SHALL BE MADE IN WRITING AND DELIVERED TO THE GENERAL COUNSEL OF THE COMPANY BY THE CLOSE OF BUSINESS ON THE SEVENTH DAY FOLLOWING THE EXECUTION HEREOF BY EMPLOYEE. IF NOT REVOKED WITHIN SUCH SEVEN DAY PERIOD, THIS AGREEMENT SHALL THEREAFTER BE IRREVOCABLEunknown claims.

Release and Covenant Not to Sue. In consideration By Ski 2000. Ski 2000, ox xehalf of itself and all of its successors and assigns, does hereby remise, release, acquit, waive, satisfy, and forever discharge Fleet, individually and in its capacity as Agent, its predecessors-in-interest, subsidiaries and affiliates, and all of its past, present, and future officers, directors, employees, agents, representatives, servicers, attorneys, participants, heirs, successors, and assigns (collectively, the "Fleet Parties") from any and all manner of debts, accountings, bonds, warranties, representations, covenants, promises, contracts, controversies, agreements, liabilities, obligations, expenses, damages, judgments, executions, objections, defenses, setoffs, actions, claims, demands, and causes of action of any nature whatsoever, whether at law or in equity, whether known or unknown, either now accrued or hereafter maturing, which Ski 2000 now has or hereafter can, shall, or may have by reason of any matter, cause, or thing from the beginning of the Sexxxance Payment payable world to and including the date of this Agreement arising out of or relating to (and a) the benefits provided to) Employee as set forth above, Employee hereby RELEASES and FOREVER DISCHARGES the Company and any parent, subsidiary, affiliated or related company or trustLoan, including, but not limited to, the administration or funding thereof, (b) the Loan Documents or the indebtedness evidenced and secured thereby, (c) the Collateral or the development, financing, and operation thereof, (d) the settlement contemplated and effectuated hereby and the other Settlement Documents, and (e) any other agreement or transaction between Ski 2000, and Fleet, individually or in its or their respective predecessorscapacity as Agent, past relating to the Loan; and present officersSki 2000, directors, shareholders, agents, employees, legal representatives, successors, trustees, fiduciaries and assigns (individually and collectively the "Sunbeam Group"), of and from (and does hereby WAIVE), any for itself and all rightsof its successors and assigns, contracts, claims (including claims sounding in tort), damages, actions, causes hereby covenants and agrees never to institute or cause to be instituted or continue prosecution of action, attorney fees, future employment any suit or reinstatement and suits, whether other form of action or not presently known, suspected proceeding of any kind or claimed, which Employee ever had, now has or claims, or might hereafter have or claim nature whatsoever against the Sunbeam Group (and any of them), relating to, directly or indirectly, any matter or thing occurring, in whole the Fleet Parties by reason of or in part, at connection with any time, including, without limitation, any and all rightsof the foregoing matters, claims, grievances, arbitrations, or causes of action which Employee has assertedaction. Notwithstanding the foregoing, could assert, or which could be asserted on his behalf relating to his hiring, employment with the Company prior to the date of execution Fleet acknowledges and delivery of this Agreement, his separation from such employment or post-employment benefits, and under any federal, state or local law, ordinance, regulation or rule, all of the foregoing as heretofore or hereafter amended, or under any court decree, heretofore or hereafter promulgated. Employee also WAIVES ANY AND ALL RIGHTS under the laws of any jurisdictions in the United States agrees that would limit the foregoing release and waiver. Employee recognizes that, among other things, he is releasing the Sunbeam Group, covenant not to sue does not apply to any clxxxs or causes of and action arising out of or resulting from any and all claims he might have against it, breach by Fleet of any of its agreements under this Agreement or any of them, for pain and suffering, emotional distress, compensatory and punitive damages and for employment discrimination based on age (including claims under the federal Age Discrimination in Employment Act of 1967, as amended ("ADEA") or comparable state laws), sex, national origin, race or color, mental or physical handicap or disability, or religious belief under both federal and any similar state or local laws. Employee hereby expressly waives and releases any right to reinstatement by the Sunbeam Group and any right to the recovery of attorney's fees in any proceeding between Employee and any member of the Sunbeam Group relating to the subject matter hereof. Employee also COVENANTS NOT TO SUE the Sunbeam Group, or any ox xhem, for any of the matters covered by this Section 5. There is expressly excluded from the scope of the above release Employee's right to receive the benefits of this Agreement. There also is excepted from the scope of this Release and Covenant not to Sue, any and all claims which Exxxoyee may have for indemnification from the Company by reason of his service as a director or officer of the Company or any of its subsidiaries, pursuant to the Delaware General Corporation Law, the Certificate of Incorporation and Bylaws of the Company; provided that Employee shall cooperate fully with the Company in the defense of any and all such claims for which indemnification is provided to Employee by the Company. EMPLOYEE ACKNOWLEDGES THAT THE COMPANY HAS GIVEN HIM ADEQUATE TIME (UP TO 21 DAYS IF EMPLOYEE DESIRES) WITHIN WHICH TO CONSIDER THIS AGREEMENT AND HAS ADVISED HIM IN WRITING TO CONSULT WITH COUNSEL BEFORE SIGNING THIS AGREEMENT. EMPLOYEE ACKNOWLEDGES THAT HE UNDERSTANDS AND THAT HE HAS ENTERED INTO THIS AGREEMENT FREELY AND VOLUNTARILY. THE PARTIES FURTHER ACKNOWLEDGE THAT FOR A PERIOD OF SEVEN (7) DAYS FOLLOWING THE EXECUTION OF THIS AGREEMENT, EMPLOYEE MAY REVOKE THIS AGREEMENT. SUCH REVOCATION SHALL BE MADE IN WRITING AND DELIVERED TO THE GENERAL COUNSEL OF THE COMPANY BY THE CLOSE OF BUSINESS ON THE SEVENTH DAY FOLLOWING THE EXECUTION HEREOF BY EMPLOYEE. IF NOT REVOKED WITHIN SUCH SEVEN DAY PERIOD, THIS AGREEMENT SHALL THEREAFTER BE IRREVOCABLEother Settlement Documents.