ANY OTHER OR
FURTHER EXERCISE THEREOF OR THE EXERCISE OF ANY OTHER RIGHT, POWER, OR
PRIVILEGE. THE RIGHTS AND REMEDIES PROVIDED FOR IN THIS AGREEMENT AND THE OTHER
LOAN DOCUMENTS ARE CUMULATIVE AND NOT EXCLUSIVE OF ANY RIGHTS AND REMEDIES
PROVIDED BY LAW.
(H)
EQUITABLE RELIEF.
DEBTOR RECOGNIZES THAT IN
THE EVENT DEBTOR FAILS TO PAY, PERFORM, OBSERVE, OR DISCHARGE ANY OR ALL OF THE
INDEBTEDNESS, ANY REMEDY AT LAW MAY PROVE TO BE INADEQUATE RELIEF TO LENDER.
DEBTOR THEREFORE AGREES THAT LENDER, IF LENDER SO REQUESTS, SHALL BE ENTITLED TO
TEMPORARY AND PERMANENT INJUNCTIVE RELIEF IN ANY SUCH CASE WITHOUT THE NECESSITY
OF PROVING ACTUAL DAMAGES.
13.
INDEMNITY.
DEBTOR HEREBY INDEMNIFIES AND
AGREES TO HOLD HARMLESS LENDER, AND ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS
AND REPRESENTATIVES (EACH AN "INDEMNIFIED PERSON") FROM AND AGAINST ANY AND ALL
LIABILITIES, OBLIGATIONS, CLAIMS, LOSSES, DAMAGES, PENALTIES, ACTIONS,
JUDGMENTS, SUITS, COSTS, EXPENSES OR DISBURSEMENTS OF ANY KIND OR NATURE
(COLLECTIVELY, THE "CLAIMS") WHICH MAY BE IMPOSED ON, INCURRED BY, OR ASSERTED
AGAINST, ANY INDEMNIFIED PERSON ARISING IN CONNECTION WITH THE LOAN DOCUMENTS,
THE INDEBTEDNESS OR THE COLLATERAL (INCLUDING WITHOUT LIMITATION, THE
ENFORCEMENT OF THE LOAN DOCUMENTS AND THE DEFENSE OF ANY INDEMNIFIED PERSON'S
ACTIONS AND/OR INACTIONS IN CONNECTION WITH THE LOAN DOCUMENTS).
WITHOUT
LIMITATION, THE FOREGOING INDEMNITIES SHALL APPLY TO EACH INDEMNIFIED PERSON
WITH RESPECT TO ANY CLAIMS WHICH IN WHOLE OR IN PART ARE CAUSED BY OR ARISE OUT
OF THE NEGLIGENCE OF SUCH AND/OR ANY OTHER INDEMNIFIED PERSON, EXCEPT TO THE
LIMITED EXTENT THE CLAIMS AGAINST AN INDEMNIFIED PERSON ARE PROXIMATELY CAUSED
BY SUCH INDEMNIFIED PERSON'S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT.
IF DEBTOR
OR ANY THIRD PARTY EVER ALLEGES SUCH GROSS NEGLIGENCE OR WILLFUL MISCONDUCT BY
ANY INDEMNIFIED PERSON, THE INDEMNIFICATION PROVIDED FOR IN THIS SECTION SHALL
NONETHELESS BE PAID UPON DEMAND, SUBJECT TO LATER ADJUSTMENT OR REIMBURSEMENT,
UNTIL SUCH TIME AS (A) A COURT OF COMPETENT JURISDICTION ENTERS A FINAL JUDGMENT
AS TO THE EXTENT AND EFFECT OF THE ALLEGED GROSS NEGLIGENCE OR WILLFUL
MISCONDUCT, OR (B) LENDER HAS EXPRESSLY AGREES IN WRITING WITH DEBTOR THAT SUCH
CLAIM IS PROXIMATELY CAUSED BY SUCH INDEMNIFIED PERSON'S GROSS NEGLIGENCE OR
WILLFUL MISCONDUCT.
THE INDEMNIFICATION PROVIDED FOR IN THIS SECTION SHALL
SURVIVE THE TERMINATION OF THIS AGREEMENT AND SHALL EXTEND AND CONTINUE TO
BENEFIT EACH INDIVIDUAL OR ENTITY THAT IS OR HAS AT ANY TIME BEEN AN INDEMNIFIED
PERSON HEREUNDER.
14.
LIMITATION OF LIABILITY.
NEITHER THE LENDER
NOR ANY OFFICER, DIRECTOR, EMPLOYEE, ATTORNEY, OR AGENT OF THE LENDER SHALL HAVE
ANY LIABILITY WITH RESPECT TO, AND DEBTOR HEREBY WAIVES, RELEASES, AND AGREES
NOT TO SUE ANY OF THEM UPON, ANY CLAIM FOR ANY SPECIAL, INDIRECT, INCIDENTAL, OR
CONSEQUENTIAL DAMAGES SUFFERED OR INCURRED BY
15
DEBTOR IN CONNECTION WITH, ARISING OUT OF, OR IN ANY WAY RELATED TO, THIS
AGREEMENT OR ANY OF THE OTHER LOAN DOCUMENTS, OR ANY OF THE TRANSACTIONS
CONTEMPLATED BY THIS AGREEMENT OR ANY OF THE OTHER LOAN DOCUMENTS.
DEBTOR
HEREBY WAIVES, RELEASES, AND AGREES NOT TO SUE THE LENDER OR