AND
FROM ANY AND ALL CLAIMS, ACTIONS, CAUSES OF ACTION, DEMANDS, RIGHTS, DAMAGES,
COSTS, LOSS OF SERVICE, EXPENSES AND COMPENSATION WHATSOEVER THAT BORROWER OR
ANY OF THE RELEASORS, HAS OR MIGHT HAVE BECAUSE OF ANYTHING DONE, OMITTED TO BE
DONE, OR ALLOWED TO BE DONE BY ANY OF RELEASED PARTIES OR IN ANY WAY CONNECTED
WITH THE LIABILITIES, THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT AS OF THE DATE
OF EXECUTION OF THIS AGREEMENT, WHETHER KNOWN OR UNKNOWN, FORESEEN OR
UNFORESEEN, OR ANY SETTLEMENT NEGOTIATIONS, OR ANY OTHER FACTS EXISTING AS OF
THE DATE OF THIS AGREEMENT, AND ALSO INCLUDING WITHOUT LIMITATION, ANY DAMAGES
AND THE CONSEQUENCES THEREOF RESULTING OR TO RESULT FROM ANY OF THE EVENTS,
MATTERS OR DOCUMENTS DESCRIBED, REFERRED TO OR INFERRED HEREINABOVE ("RELEASED
MATTERS"). BORROWER FURTHER AGREES NEVER TO COMMENCE, AID OR PARTICIPATE IN
(EXCEPT TO THE EXTENT REQUIRED BY ORDER OR LEGAL PROCESS ISSUED BY A COURT OR
GOVERNMENTAL AGENCY OF COMPETENT JURISDICTION) ANY LEGAL ACTION OR OTHER
PROCEEDING BASED IN WHOLE OR IN PART UPON THE FOREGOING. BORROWER AGREES THAT
THIS WAIVER AND RELEASE IS AN ESSENTIAL AND MATERIAL TERM OF THIS AGREEMENT AND
THAT THE AGREEMENTS IN THIS PARAGRAPH ARE INTENDED TO BE IN FULL SATISFACTION OF
ANY ALLEGED INJURIES OR DAMAGES IN CONNECTION WITH THE RELEASED MATTERS.
BORROWER REPRESENTS AND WARRANTS THAT IT HAS NOT PURPORTED TO CONVEY, TRANSFER
OR ASSIGN ANY RIGHT, TITLE OR INTEREST IN ANY RELEASED MATTER TO ANY OTHER
PERSON OR ENTITY AND THAT THE FOREGOING CONSTITUTES A FULL AND COMPLETE RELEASE
OF THE RELEASED MATTERS. BORROWER ALSO UNDERSTANDS THAT THIS RELEASE SHALL APPLY
TO ALL UNKNOWN OR UNANTICIPATED RESULTS OF THE TRANSACTIONS AND OCCURRENCES
DESCRIBED ABOVE, AS WELL AS THOSE KNOWN AND ANTICIPATED. BORROWER REPRESENTS
THAT IT HAS AUTHORITY TO MAKE THIS RELEASE BINDING TO ITS FULL LITERAL SCOPE,
AND AGREES TO INDEMNIFY AND DEFEND STANDARD FEDERAL AGAINST ANY CLAIMS ASSERTED
HEREAFTER WHICH ARE WITHIN THE LITERAL SCOPE OF THIS RELEASE. BORROWER HAS
CONSULTED WITH LEGAL COUNSEL PRIOR TO SIGNING THIS RELEASE, AND EXECUTES THIS
RELEASE VOLUNTARILY, WITH THE INTENTION OF FULLY AND FINALLY EXTINGUISHING ALL
RELEASED MATTERS.
14. Miscellaneous.
14.1 Agreement to Cooperate. Borrower agrees to and will cooperate fully with
Standard Federal in the performance of this Loan Modification Agreement and the
Loan Documents, including without limitation executing any additional documents
reasonably necessary to the full performance of this Loan Modification
Agreement.
14.2 Further Assurance. Borrower agrees to execute such other and further
documents and instruments as Standard Federal may reasonably request to
implement the provisions of this Loan Modification Agreement and to perfect and
protect the liens and security interests of Standard Federal created by any Loan
Document.
14.3 Benefit of Agreement. This Loan Modification Agreement shall be binding
upon and inure to the benefit of and be enforceable by the parties hereto, their
respective successors and assigns. No other person or entity shall be entitled
to claim any right or benefit hereunder, including without limitation, the
status of a third party beneficiary hereunder.