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or related funds that RIS may have received or earned arising from the Railcars, or any inventoryor other property of RIS, and shall, at Chartwell’s own expense, promptly take such actions, andexecute such instruments and documents as may be necessary to effectuate such releases, including,but not limited to, the filing of any necessary UCC Termination Statements. In addition, Chartwellhereby irrevocably authorizes RIS to execute on behalf of Chartwell any UCC Termination Statement,STB filings or similar documents that RIS determines to be necessary to effectuate such release.Chartwell represents and warrants to RIS that no security interest, lien or encumbrance existsexcept as and to the extent Chartwell has previously disclosed in writing to RIS.4. Drawings and Specifications. RIS shall deliver to Chartwell the drawings andspecifications respecting the Delivered Railcars as more specifically described in Exhibit “C”hereto.5. Release of the Parties. For and in consideration of the mutual covenants set forthherein, RIS, for itself and for any person, association or entity claiming by, through or under itincluding, without limitation, any assigns, predecessors-in-interest, successors-in-interest,divisions, all affiliated parent or subsidiary corporations or entities, agents, officers,directors, employees, managers, supervisors, shareholders, representatives, attorneys, partners,and any and all other persons or entities who have at any time acted, or purported to act on itsbehalf, on the one hand, and Chartwell, for itself and for any person, association or entityclaiming by, through or under it including, without limitation, any assigns,predecessors-in-interest, successors-in-interest, divisions, all affiliated parent or subsidiarycorporations or entities, agents, officers, directors, employees, managers, supervisors,shareholders, representatives, attorneys, partners, and any and all other persons or entities whohave at any time acted, or purported to act on its behalf, on the other, to the fullest extentallowed by law, expressly intend to release, and by execution of this Agreement do hereby releaseand fully and forever discharge each other, of and from any and all judgments, liability, accounts,agreements, debts, obligations, warranties, claims, demands, actions or causes of action, suits atlaw, in equity or otherwise, of whatsoever kind or nature, including but not limited to, grossnegligence and wanton and willful conduct, and fraud, which either party may now have, hereafterhave or claim to have, known or unknown, contingent or fixed, foreseen and unforeseen damages ofany kind or nature, arising out of or in any way related to or resulting from the Contracts andDispute. However, the foregoing release does not extend to the parties’ obligations arising out ofthis Agreement.6. Choice of Law. It is the intention of the parties that the laws of the State ofIllinois should govern the validity of this Agreement, the construction of its terms, and theinterpretation of the rights and duties of the parties.7. Disputes. Any controversy, dispute or claim arising out of or relating to thisAgreement or its breach shall be settled by binding arbitration in accordance with the rules of theAmerican Arbitration Association in hearings conducted in Chicago, Illinois before a panel of one(1) arbitrator, and judgment upon the award rendered by the arbitrator may be entered in a federaldistrict court in Illinois, or in the Circuit Court of Will County, Illinois located in Joliet,Illinois or in the Circuit Court of Cook County, Illinois located in Chicago, Illinois. Theparties agree that, for purposes of the preceding sentence, they are subject to and hereby submitto the jurisdiction of such federal and state of Illinois courts and waive any right they may haveto contest such jurisdiction over it in any court proceedings brought pursuant to this Agreement.
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8. Attorneys’ Fees. If any litigation, arbitration or mediation is commenced between theparties to this Agreement concerning the rights and duties of either party in relation to thisAgreement, the prevailing party in the litigation shall be entitled to (in addition to any otherrelief that may be granted) a reasonable sum as and for attorneys’ fees, which sum shall bedetermined by the court or other person presiding in the litigation, arbitration or mediation or ina separate action brought for that purpose.9. Waiver of Jury Trial. RIS AND CHARTWELL WAIVE THE RIGHT TO A TRIAL BY JURY IN ANYACTION OR PROCEEDING BASED UPON, OR RELATED TO, THE SUBJECT MATTER OF THIS AGREEMENT. THIS WAIVERIS KNOWINGLY AND INTENTIONALLY AND VOLUNTARILY MADE BY EACH OF THE PARTIES, AND EACH PARTYACKNOWLEDGES THAT NEITHER THE OTHER PARTY NOR ANY PERSON ACTING ON BEHALF OF SUCH OTHER PARTY HASMADE ANY REPRESENTATIONS OF FACT TO INDUCE THIS WAIVER OF TRIAL BY JURY OR IN ANY WAY TO MODIFY ORNULLIFY ITS EFFECT. EACH PARTY FURTHER ACKNOWLEDGES THAT IT HAS BEEN REPRESENTED (OR HAS HAD THEOPPORTUNITY TO BE REPRESENTED) IN THE SIGNING OF THIS AGREEMENT AND IN THE MAKING OF THIS WAIVER BYINDEPENDENT LEGAL COUNSEL, SELECTED OF ITS OWN FREE WILL, AND THAT IT HAS HAD THE OPPORTUNITY TODISCUSS THIS WAIVER WITH COUNSEL. EACH PARTY FURTHER ACKNOWLEDGES THAT IT HAS READ AND UNDERSTANDSTHE MEANING AND RAMIFICATIONS OF THIS WAIVER PROVISION.10. Severability. If any provision contained in this Agreement is held to be invalid orunenforceable by a court of competent jurisdiction, such provision will be severed here from andsuch invalidity or unenforceability will not affect any other provision of this Agreement, thebalance of which will remain in and have its intended full force and effect.11. Successors and Assigns. Each and all of the covenants, terms, provisions andagreements herein contained shall be binding upon and inure to the benefit of the parties heretoand their respective heirs, legal representatives, successors and assigns. However, each partyexpressly represents and warrants that it has not assigned or transferred to any person, firm,corporation, partnership, association, or other entity whatsoever any or all of its rights, dutiesor obligations embodied in this Agreement.12. No Admission of Liability. The parties enter into this Agreement solely for thepurpose of compromising and settling the Dispute. Nothing contained in this Agreement constitutes,and nothing in this Agreement shall be construed to constitute, an admission of any liability orresponsibility by any of the parties respecting the Dispute. This Agreement is made to avoidcontinued and future disputes and controversies that the parties may have with each other, toprovide peace of mind for the parties, and to eliminate and forego the burdens and costs oflitigation.13. Miscellaneous. This Agreement may not be amended without a written agreement by bothparties. This Agreement supersedes all prior agreements and contains the entire agreement amongall of the parties hereto with respect to the subject matter hereof, and the terms of thisAgreement are contractual, material and not a mere recital. Subject to the provisions of Section 8above, each party shall bear its costs, expenses, and attorney’s fees, whether taxable or otherwiseincurred in, or arising out of, or in any way related to the matters released, including
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without limitation, costs, expenses, attorneys fees and taxes incurred in, or arising out of, orrelated to the subject matter of this Agreement and the Dispute. This Agreement may be executed intwo or more counterparts.**[The rest of this page is intentionally blank. The parties’ signatures appear on the following page.]**
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**[Signature Page for Termination and Release Agreement.]****IN WITNESS WHEREOF,**the parties hereto have caused this Agreement to be executed the day and yearfirst above written.           RAILWAY & INDUSTRIAL SERVICES, INC.   CHARTWELL INTERNATIONAL, INC.             By:     By:       Dan Schwarz      Imre Eszenyi    Executive Vice President     Acting President  
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