GOVERNED AND CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.
(k) Release. MERIDIAN AND EACH GUARANTOR HEREBY ACKNOWLEDGES THAT IT HAS NO
DEFENSE, RECOUPMENT, COUNTERCLAIM, OFFSET, CROSS-COMPLAINT, CLAIM, OR DEMAND OF
ANY KIND OR NATURE WHATSOEVER THAT CAN BE ASSERTED TO REDUCE OR ELIMINATE ALL,
OR ANY PART OF ITS LIABILITY TO REPAY ITS OBLIGATIONS (IF ANY) ARISING UNDER THE
MASTER AGREEMENT OR TO SEEK AFFIRMATIVE RELIEF OR DAMAGES OF ANY KIND OR NATURE
FROM FEMT OR FCC WITH RESPECT THERETO. MERIDIAN AND EACH GUARANTOR HEREBY
VOLUNTARILY AND KNOWINGLY RELEASES AND FOREVER DISCHARGES FEMT, FCC, AND THEIR
RESPECTIVE PREDECESSORS, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, ATTORNEYS,
ACCOUNTANTS, CONSULTANTS, REPRESENTATIVES, OWNERS, AFFILIATES, SUCCESSORS,
TRANSFEREES AND ASSIGNS (COLLECTIVELY, THE "RELEASED PARTIES"), FROM ALL
POSSIBLE CLAIMS, DEMANDS, ACTIONS, CAUSES OF ACTION, DAMAGES, COSTS, EXPENSES,
AND LIABILITIES WHATSOEVER, KNOWN OR UNKNOWN, ANTICIPATED OR UNANTICIPATED,
SUSPECTED OR UNSUSPECTED, FIXED, CONTINGENT, OR CONDITIONAL, AT LAW OR IN
EQUITY, ORIGINATING IN WHOLE OR IN PART ON OR BEFORE THE DATE THIS AGREEMENT IS
EXECUTED, WHICH MERIDIAN OR SUCH GUARANTOR MAY NOW OR HEREAFTER HAVE AGAINST ANY
RELEASED PARTY, IF ANY, AND IRRESPECTIVE OF WHETHER ANY SUCH CLAIMS ARISE OUT OF
CONTRACT, TORT, VIOLATION OF LAW OR REGULATIONS, OR OTHERWISE, AND ARISING FROM
OR ARISING IN CONNECTION WITH ANY "LOANS", INCLUDING, WITHOUT LIMITATION, ANY
CONTRACTING FOR, CHARGING, TAKING, RESERVING, COLLECTING OR RECEIVING INTEREST
IN EXCESS OF THE HIGHEST LAWFUL RATE APPLICABLE, THE EXERCISE OF ANY RIGHTS AND
REMEDIES UNDER THE MASTER AGREEMENT, AND/OR NEGOTIATION OF, OR EXECUTION OF,
THIS AGREEMENT. IT IS AGREED THAT THE SCOPE OF THIS RELEASE UNDER THIS PARAGRAPH
4
SHALL INCLUDE ALL CLAIMS, DEMANDS, OR CAUSES OF ACTION ARISING IN WHOLE OR PART
FROM THE NEGLIGENCE OR STRICT LIABILITY OF FEMT, FCC, OR ANY OTHER RELEASED
PARTY. MERIDIAN AND EACH GUARANTOR HEREBY COVENANTS AND AGREES NEVER TO
INSTITUTE ANY ACTION OR SUIT AT LAW OR IN EQUITY, NOR INSTITUTE, PROSECUTE, OR
IN ANY WAY AID IN THE INSTITUTION OR PROSECUTION OF, ANY CLAIM, ACTION, OR CAUSE
OF ACTION TO RECOVER DEBTS OR DEMANDS OF ANY NATURE AGAINST ANY OF THE RELEASED
PARTIES ARISING OUT OF OR RELATED TO A RELEASED PARTY'S ACTIONS, OMISSIONS,
STATEMENTS, REQUESTS, OR DEMANDS IN ADMINISTERING, ENFORCING, MONITORING,
COLLECTING, OR ATTEMPTING TO COLLECT, THE OBLIGATIONS, INDEBTEDNESS, AND OTHER
OBLIGATIONS OF MERIDIAN OR ANY GUARANTOR TO A RELEASED PARTY. MERIDIAN AND EACH
GUARANTOR AGREES TO INDEMNIFY AND HOLD FEMT AND FCC HARMLESS FROM ANY AND ALL
MATTERS RELEASED PURSUANT TO THIS PARAGRAPH. MERIDIAN AND EACH GUARANTOR
ACKNOWLEDGES THAT THE AGREEMENTS IN THIS PARAGRAPH ARE INTENDED TO BE IN FULL
SATISFACTION OF ALL OR ANY ALLEGED INJURIES OR DAMAGES TO MERIDIAN AND SUCH
GUARANTOR, THEIR RESPECTIVE SUCCESSORS, AGENTS, ATTORNEYS, OFFICERS, DIRECTORS,
ASSIGNS AND PERSONAL AND LEGAL REPRESENTATIVES ARISING IN CONNECTION WITH SUCH
MATTERS RELEASED PURSUANT TO THE OTHER PROVISIONS OF THIS PARAGRAPH. MERIDIAN
AND EACH GUARANTOR REPRESENTS AND WARRANTS TO FEMT AND FCC THAT IT HAS NOT
PURPORTED TO TRANSFER, ASSIGN, OR OTHERWISE CONVEY ANY OF ITS RIGHT, TITLE, OR