ALL SETOFFS, COUNTERCLAIMS, ADJUSTMENTS,
RECOUPMENTS, CLAIMS, CAUSES OF ACTION, ACTIONS, GROUNDS, CAUSES, DAMAGES, COSTS
AND EXPENSES OF EVERY NATURE AND CHARACTER, WHETHER CONTINGENT, NONCONTINGENT,
LIQUIDATED, UNLIQUIDATED, FIXED, MATURED, UNMATURED, DISPUTED, UNDISPUTED,
LEGAL, EQUITABLE, SECURED OR UNSECURED, KNOWN OR UNKNOWN, ACTUAL OR PUNITIVE,
FORESEEN OR UNFORESEEN, DIRECT OR INDIRECT WHICH BORROWER OR ANY OF THE
GUARANTORS NOW OWNS AND HOLDS, OR HAS AT ANY TIME HERETOFORE OWNED OR HELD
(COLLECTIVELY, THE "RELEASED CLAIMS"), SUCH WAIVER, RELEASE AND DISCHARGE BEING
MADE WITH FULL KNOWLEDGE AND UNDERSTANDING OF THE CIRCUMSTANCES AND EFFECTS OF
SUCH WAIVER, RELEASE AND DISCHARGE AND AFTER HAVING CONSULTED LEGAL COUNSEL OF
ITS OWN CHOOSING WITH RESPECT THERETO. BORROWER AND EACH OF THE GUARANTORS
FURTHER COVENANT AND AGREE NEVER TO COMMENCE, VOLUNTARILY AID IN ANY WAY,
FOMENT, PROSECUTE, OR CAUSE TO BE COMMENCED OR PROSECUTED AGAINST ANY OF THE
BANK-RELATED PARTIES ANY ACTION OR OTHER PROCEEDING BASED UPON ANY OF THE
RELEASED CLAIMS. THIS PARAGRAPH IS IN ADDITION TO ANY OTHER RELEASE OF ANY OF
THE BANK-RELATED PARTIES BY BORROWER OR ANY OF THE GUARANTORS AND SHALL NOT IN
ANY WAY LIMIT ANY OTHER RELEASE, COVENANT NOT TO SUE, OR WAIVER BY BORROWER OR
ANY OF THE GUARANTORS IN FAVOR OF ANY OF THE BANK-RELATED PARTIES.
(B)
IN ADDITION TO, AND WITHOUT LIMITATION OF, ANY AND ALL INDEMNITIES
PROVIDED IN THE LOAN DOCUMENTS, BORROWER AND EACH OF THE GUARANTORS SHALL AND DO
HEREBY, JOINTLY AND SEVERALLY, INDEMNIFY AND HOLD EACH OF THE BANK-RELATED
PARTIES HARMLESS FROM AND AGAINST ANY AND ALL CLAIMS, LIABILITY, LOSSES,
DAMAGES, CAUSES OF ACTION, SUITS, JUDGMENTS, COSTS, AND EXPENSES, INCLUDING,
WITHOUT LIMITATION, ATTORNEYS' FEES, ARISING OUT OF OR FROM OR RELATED TO ANY OF
THE LOAN DOCUMENTS. IF ANY ACTION, SUIT, OR PROCEEDING IS BROUGHT AGAINST ANY OF
THE BANK-RELATED PARTIES, BORROWER AND EACH OF THE GUARANTORS SHALL, AT BANK'S
REQUEST, DEFEND THE SAME AT THEIR SOLE COST AND EXPENSE, SUCH COST AND EXPENSE
TO BE A JOINT AND SEVERAL LIABILITY OF BORROWER AND EACH OF THE GUARANTORS, BY
COUNSEL SELECTED BY BORROWER SUBJECT TO THE REASONABLE APPROVAL OF BANK.
NOTWITHSTANDING ANY PROVISION OF THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT, THIS
SECTION SHALL REMAIN IN FULL FORCE AND EFFECT AND SHALL SURVIVE ANY DELIVERY AND
PAYMENT ON THE OBLIGATIONS OWED PURSUANT THE CREDIT AGREEMENT, THIS AGREEMENT
AND THE OTHER LOAN DOCUMENTS.
(C)
The agreements of Borrower and Guarantors set forth in this Section 5.7
shall survive termination of this Agreement.
5.8
Acknowledgment of the Borrower. The Borrower and each Guarantor
acknowledge and agree that Bank has executed this Agreement in its sole
discretion and without any obligation. Borrower and each Guarantor further
acknowledge and agree that any action taken or not taken by Bank prior to, on or
after the date hereof shall not constitute a waiver or modification of any
terms, covenant or provision of any Loan Document other than as specified herein
or prejudice any rights or remedies other than as specified herein which Bank
now has or may have in the future