CASE MAY
BE.
(B)
THAT THE BORROWER HAS NO DEFENSES, SETOFFS,
CLAIMS, COUNTERCLAIMS OR CAUSES OF ACTION OF ANY KIND OR NATURE WHATSOEVER WITH
RESPECT TO ANY OF THE OBLIGATIONS UNDER THE LOAN DOCUMENTS, OR WITH RESPECT TO
ANY OTHER DOCUMENTS OR INSTRUMENTS NOW OR HERETOFORE EVIDENCING, SECURING OR IN
ANY WAY RELATING TO ANY OF THE OBLIGATIONS UNDER THE LOAN DOCUMENTS; AND THE
BORROWER HEREBY EXPRESSLY WAIVES, RELEASES AND RELINQUISHES ANY AND ALL SUCH
DEFENSES, SETOFFS, CLAIMS, COUNTERCLAIMS AND CAUSES OF ACTION EXISTING AS OF THE
DATE OF THIS AGREEMENT.
18.
INTEGRATION.
IN THE EVENT THERE ARE ANY
INCONSISTENCIES BETWEEN ANY LOAN DOCUMENTS AND THIS AMENDMENT, THEN THE TERMS OF
THIS AMENDMENT SHALL PREVAIL.
THE TERMS AND PROVISIONS OF THIS AMENDMENT
(INCLUDING, WITHOUT LIMITATION, THE DEFINITIONS OF THE CAPITALIZED TERMS WHICH
ARE DEFINED HEREIN) SHALL BE INCORPORATED INTO EACH OF THE LOAN DOCUMENTS.
19.
CONFIDENTIALITY.
THE AMENDMENT PARTIES
AGREE THAT THE TERMS OF THE SETTLEMENT AND COMPROMISE DESCRIBED IN THIS
AMENDMENT ARE CONFIDENTIAL AND SHALL REMAIN CONFIDENTIAL AND EACH OF THE
AMENDMENT PARTIES AGREES THAT SUCH TERMS SHALL NOT BE DISCLOSED BY ANY OF THE
AMENDMENT PARTIES TO ANY OTHER PERSON UNLESS OTHERWISE AUTHORIZED BY AGENT OR
EXCEPT TO THE EXTENT THAT IT IS NECESSARY TO DO SO IN WORKING WITH LEGAL
COUNSEL, AUDITORS, TAXING AUTHORITIES OR OTHER GOVERNMENTAL AGENCIES OR
REGULATORY BODIES OR IN ORDER TO COMPLY WITH ANY APPLICABLE FEDERAL OR STATE
LAWS INCLUDING, WITHOUT LIMITATION, FEDERAL SECURITIES LAWS APPLICABLE TO THE
BORROWER OR ANY AFFILIATE THEREOF, OR PURSUANT TO ANY GOVERNMENTAL OR REGULATORY
REQUEST OR IN CONNECTION WITH THE EXERCISE OF ANY REMEDIES HEREUNDER OR UNDER
ANY OTHER LOAN DOCUMENT OR ANY ACTION OR PROCEEDING RELATING TO THIS AMENDMENT,
THE CREDIT AGREEMENT OR ANY OTHER LOAN DOCUMENT OR THE ENFORCEMENT OF RIGHTS
HEREUNDER OR THEREUNDER.
20.
AGENT INDEMNITIES FROM BANKS.
EACH BANK
AGREES TO SEVERALLY INDEMNIFY THE AGENT, ITS DIRECTORS, OFFICERS, EMPLOYEES,
AGENTS AND ATTORNEYS, AND EACH LEGAL ENTITY, WHO CONTROLS THE AGENT OR BANK
(COLLECTIVELY, THE "AGENT INDEMNIFIED PARTIES") AND TO HOLD EACH AGENT
INDEMNIFIED PARTY HARMLESS FROM AND AGAINST ANY AND ALL CLAIMS, DAMAGES, LOSSES,
LIABILITIES, AND EXPENSES (INCLUDING, WITHOUT LIMITATION, ALL FEES OF COUNSEL
WITH WHOM ANY AGENT INDEMNIFIED PARTY MAY CONSULT AND ALL EXPENSES OF LITIGATION
OR PREPARATION THEREFOR) WHICH ANY AGENT INDEMNIFIED PARTY MAY INCUR OR WHICH
MAY BE ASSERTED AGAINST ANY AGENT INDEMNIFIED PARTY IN CONNECTION WITH OR
ARISING OUT OF THE MATTERS REFERRED TO IN THIS AMENDMENT, THE OUTSTANDING LETTER
OF CREDIT OR IN THE OTHER LOAN DOCUMENTS BY ANY PERSON, ENTITY OR GOVERNMENTAL
AUTHORITY (INCLUDING ANY PERSON OR ENTITY CLAIMING DERIVATIVELY ON BEHALF OF ANY
OBLIGOR) IN AN AMOUNT EQUAL TO SUCH BANK'S RATABLE SHARE (AS DETERMINED BASED
UPON OUTSTANDING LOANS) OF SUCH CLAIMS, DAMAGES, LOSSES, LIABILITIES, AND
EXPENSES, WHETHER (A) ARISING FROM OR INCURRED IN CONNECTION WITH ANY BREACH OF
A REPRESENTATION, WARRANTY OR COVENANT BY THE OBLIGOR,
15
(B) ARISING OUT OF OR RESULTING FROM ANY SUIT, ACTION, CLAIM, PROCEEDING OR
GOVERNMENTAL INVESTIGATION, PENDING OR