to the extent
that such consent or approval is not material to the transactions contemplated
by this Amendment.
SECTION 7. Bank Makes No Representations or Warranties. By execution of this
Amendment, Bank does not (a) make any representation or warranty or assume any
responsibility with respect to any statements, warranties, or representations
made in or in connection with this Amendment, the Loan Agreement or the other
documents executed in connection therewith or the execution, legality, validity,
enforceability, genuineness, sufficiency, or value of this Amendment, the Loan
Agreement, the other documents executed in connection therewith, or (b) make any
representation or warranty or assume any responsibility with respect to the
financial condition of any Borrower or any other person or entity or the
performance or observance by such person or entity of any of their obligations
under the Loan Agreement or the other documents executed in connection
therewith.
SECTION 8. Effect of Amendment. This Amendment, except as expressly provided
herein, (a) shall not be deemed to be a consent to the modification or a waiver
of any other term or condition of the Loan Agreement or any other document
executed in connection therewith, (b) shall not prejudice any right or rights
which Bank may now or hereafter have under or in connection with the Loan
Agreement or any other document executed in connection therewith, and (c) shall
not be deemed to be a waiver of any existing or future default or event of
default under the Loan Agreement or any other document executed in connection
therewith.
SECTION 9. Release. As a material part of the consideration for Bank entering
into this Amendment, each Borrower (collectively "Releasor") agrees as follows
(the "Release Provision"):
(a) RELEASOR HEREBY RELEASES AND FOREVER DISCHARGES BANK AND ITS PREDECESSORS,
SUCCESSORS, ASSIGNS, OFFICERS, MANAGERS, DIRECTORS, SHAREHOLDERS, EMPLOYEES,
AGENTS, ATTORNEYS, REPRESENTATIVES, PARENT CORPORATIONS, SUBSIDIARIES, AND
AFFILIATES (HEREINAFTER ALL OF THE ABOVE COLLECTIVELY REFERRED TO AS "RELEASED
PARTIES") JOINTLY AND SEVERALLY FROM ANY AND ALL CLAIMS, COUNTERCLAIMS, DEMANDS,
DAMAGES, DEBTS, AGREEMENTS, COVENANTS, SUITS, CONTRACTS, OBLIGATIONS,
LIABILITIES, ACCOUNTS, OFFSETS, RIGHTS, ACTIONS, AND CAUSES OF ACTION OF ANY
NATURE WHATSOEVER OCCURRING PRIOR TO THE DATE HEREOF, INCLUDING, WITHOUT
LIMITATION, ALL CLAIMS, DEMANDS, AND CAUSES OF ACTION FOR CONTRIBUTION AND
INDEMNITY, WHETHER ARISING AT LAW OR IN EQUITY, PRESENTLY POSSESSED, WHETHER
KNOWN OR UNKNOWN, WHETHER LIABILITY BE DIRECT OR INDIRECT, LIQUIDATED OR
UNLIQUIDATED, PRESENTLY ACCRUED, WHETHER ABSOLUTE OR CONTINGENT, FORESEEN OR
UNFORESEEN, AND WHETHER OR NOT HERETOFORE ASSERTED ("CLAIMS"), WHICH RELEASOR
MAY HAVE OR CLAIM TO HAVE AGAINST ANY RELEASED PARTIES.
(b) Releasor agrees not to sue any Released Parties or in any way assist any
other person or entity in suing any Released Parties with respect to any Claim
released herein. The Release Provision may be pleaded as a full and complete
defense to, and may be used as the basis for an injunction against, any action,
suit, or other proceeding which may be instituted, prosecuted, or attempted in
breach of the release contained herein.
(c) Releasor acknowledges, warrants, and represents to