TO BE DONE BY ANY OF
THE RELEASED PARTIES PRIOR TO AND INCLUDING THE DATE OF EXECUTION HEREOF, AND IN
ANY WAY DIRECTLY OR INDIRECTLY ARISING OUT OF OR IN ANY WAY CONNECTED TO THIS
AGREEMENT, THE LOAN AGREEMENT OR ANY OF THE OTHER LOAN DOCUMENTS, IRRESPECTIVE
OF WHETHER ANY SUCH CLAIMS ARISE OUT OF CONTRACT, TORT, VIOLATION OF LAW OR
REGULATIONS OR OTHERWISE, INCLUDING BUT NOT LIMITED TO, 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 LOAN AGREEMENT OR ANY OF THE OTHER LOAN DOCUMENTS, THE NEGOTIATION FOR AND
EXECUTION OF THIS AGREEMENT, OR ANY SETTLEMENT NEGOTIATIONS (ALL OF THE
FOREGOING HEREINAFTER CALLED THE "RELEASED MATTERS"); AND BORROWER AND
GUARANTORs HEREBY COVENANT AND AGREE 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, RIGHTS TO RECOVER DEBTS
OR DEMANDS OF ANY NATURE AGAINST ANY OF THE RELEASED PARTIES ARISING OUT OF the
released matters.
BORROWER AND GUARANTORs AGREE TO INDEMNIFY AND HOLD
ADMINISTRATIVE AGENT AND EACH OTHER LENDER PARTY HARMLESS FROM ANY AND ALL
COUNTERCLAIMS THAT BORROWER AND GUARANTORs OR ANY OTHER PERSON OR ENTITY
CLAIMING BY, THROUGH, OR UNDER BORROWER OR ANY GUARANTOR MAY AT ANY TIME ASSERT
AGAINST ADMINISTRATIVE AGENT OR ANY OTHER LENDER PARTY arising out of the
released matters.
BORROWER AND GUARANTORs ACKNOWLEDGE
FORBEARANCE AGREEMENT AND AMENDMENT TO LOAN AND SECURITY AGREEMENT - Page 11
THAT THE AGREEMENTS IN THIS PARAGRAPH ARE INTENDED TO BE IN FULL SATISFACTION OF
ALL OR ANY ALLEGED INJURIES OR DAMAGES TO BORROWER OR GUARANTORs OR THEIR
SUCCESSORS, AGENTS, ATTORNEYS, OFFICERS, DIRECTORS, ASSIGNS AND PERSONAL AND
LEGAL REPRESENTATIVES ARISING IN CONNECTION WITH THE RELEASED MATTERS.
BORROWER
AND GUARANTORs REPRESENT AND WARRANT TO LENDER PARTIES THAT THEY HAVE NOT
PURPORTED TO TRANSFER, ASSIGN OR OTHERWISE CONVEY ANY RIGHT, TITLE OR INTEREST
OF BORROWER OR GUARANTORs IN ANY RELEASED MATTER TO ANY OTHER PERSON AND THAT
THE FOREGOING CONSTITUTES A FULL AND COMPLETE RELEASE OF BORROWER'S AND each
GUARANTOR'S CLAIMS, IF ANY, WITH RESPECT TO ALL RELEASED MATTERS.
THE
PROVISIONS OF THIS SECTION 7.15 AND THE REPRESENTATIONS, WARRANTIES, RELEASES,
WAIVERS, REMISES, ACQUITTANCES, DISCHARGES, COVENANTS, AGREEMENTS AND
INDEMNIFICATIONS CONTAINED HEREIN (A) CONSTITUTE A MATERIAL CONSIDERATION FOR
AND INDUCEMENT TO LENDER PARTIES ENTERING INTO THIS AGREEMENT, (B) DO NOT
CONSTITUTE AN ADMISSION OF OR BASIS FOR ESTABLISHING ANY DUTY, OBLIGATION OR
LIABILITY OF ANY LENDER PARTY TO BORROWER, ANY GUARANTOR OR ANY OTHER PERSON,
(C) DO NOT CONSTITUTE AN ADMISSION OF OR BASIS FOR ESTABLISHING ANY LIABILITY,
WRONGDOING, OR VIOLATION OF ANY OBLIGATION, DUTY OR AGREEMENT OF ANY LENDER
PARTY TO BORROWER, any GUARANTOR, OR ANY OTHER PERSON, AND (D) SHALL NOT BE USED
AS EVIDENCE AGAINST ANY LENDER PARTY BY BORROWER, any GUARANTOR OR ANY OTHER
PERSON FOR ANY PURPOSE.
VENUE; JURISDICTION; JURY TRIAL WAIVER
.
EACH PARTY HERETO