The undersigned CITY OF TORONTO (hereinafter called the "Releasor"), which term includes its agents, employees, administrators, successors and assigns, in consideration of the sum of $3,220,000.00 and other good and valuable consideration, the receipt of which is hereby acknowledged, hereby remises, releases and forever discharges MFP FINANCIAL SERVICES LTD., and AZTEC LIMITED PARTNERSHIP, and their respective officers, directors, agents, employees, partners, administrators, successors and assigns and any of them (collectively the "Releasees") from all actions, suits, debts, dues, accounts, bonds, covenants, contracts, damages, claims and demands whatsoever, and whether at the date hereof they are known or unknown, which the Releasor ever had, now has or which its heirs, executors, administrators or assigns, or any one of them, can, shall or may hereafter have for or by any cause, matter or thing whatsoever existing up to the present time and, without limiting the generality of the foregoing, the Releasor hereby specifically releases:
(a) any claims existing up to the present time arising out of any business transaction heretofore conducted between the Releasor and the Releasees or any of them including Master Equipment Lease Agreement No. 838 dated as of July 30, 1999 and all Equipment Schedules executed as of this date pursuant thereto (the "Leases");
(b) the claims set out in the Releasor's draft statement of claim appended to this release.
PROVIDED THAT the continuing obligations of the parties to the Leases, as set forth in the Leases, and as modified by the Minutes of Settlement, are not hereby released.
IT IS FURTHER AGREED AND UNDERSTOOD that the Releasees specifically include the assignees of the interest of MFP Financial Services Ltd. in the Leases, including The Canada Life Assurance Company and Clarica Life Insurance Company.
IT IS FURTHER AGREED AND UNDERSTOOD that the Releasees do not by the payment aforesaid or otherwise admit any liabilities or obligations whatsoever to the Releasor and such liabilities and obligations are, in fact, denied.
AND IT IS FURTHER AGREED AND UNDERSTOOD that for the consideration aforesaid the Releasor undertakes and agrees not to take any steps or initiate any proceedings against any person, partnership, corporation or other such entity which might be entitled to claim contribution, indemnity or other relief over against the Releasees. Except nothing in this Release shall preclude the City from taking any steps or initiating any proceedings against any former or current City employee or councillors, provided that the City shall indemnify the Releasees to the extent of any claims by such parties with respect to the Leases.