Common use of Indemnity; Release Clause in Contracts

Indemnity; Release. Borrower and the Borrower-Related Parties jointly and severally agree to indemnify Lender, upon demand, from and against any and all liabilities, obligations, claims, losses, damages, penalties, fines, actions, judgments, suits, settlements, costs, expenses or disbursements (including reasonable, documented fees of attorneys, accountants, experts and advisors) of any kind or nature whatsoever, now existing (in this section, collectively called “Liabilities and Costs”) to the extent actually imposed on, incurred by, or asserted against Lender in its capacity as lender hereunder growing out of, resulting from or in any other way associated with (a) this Agreement and the other Loan Documents or any of the transactions and events (including the enforcement or defense thereof) at any time associated therewith or contemplated therein, (b) any claim that the Loans evidenced hereby are contractually usurious, and (c) any use, handling, storage, transportation, or disposal of hazardous or toxic materials on or about the Property or any part thereof or any real properties owned, managed or operated by Borrower or any Borrower-Related Party. Notwithstanding anything herein or in any other Loan Document to the contrary, nothing in this Section 12.2 shall be deemed to provide for or require any Borrower-Related Party not otherwise the Borrower or Guarantor hereunder to be liable for the repayment of the Debt or performance of any of the obligations of Borrower or a Guarantor under the Loan Documents unless expressly set forth herein or therein. THE FOREGOING INDEMNIFICATION SHALL APPLY WHETHER OR NOT SUCH LIABILITIES AND COSTS ARE IN ANY WAY OR TO ANY EXTENT OWED IN WHOLE OR IN PART UNDER ANY CLAIM OR THEORY OF STRICT LIABILITY, OR ARE CAUSED IN WHOLE OR IN PART, BY ANY NEGLIGENT ACT OR OMISSION OF ANY KIND BY LENDER; provided only that Lender shall not be entitled under this Section to receive indemnification for that portion, if any, of any Liabilities and Costs which is proximately caused by its own individual gross negligence or willful misconduct, as determined in a final judgment. If any Person (including Borrower and the Borrower-Related Parties) ever alleges such gross negligence or willful misconduct by Lender, the indemnification provided for in this Section shall nonetheless be paid upon demand, subject to later adjustment or reimbursement, until such time as a court of competent jurisdiction enters a final judgment as to the extent and effect of the alleged gross negligence or willful misconduct. As used in this section, the term “Lender” shall refer not only to the Person designated as such in this Agreement and it successors and assigns but also to each partner, director, officer, attorney, employee, representative and affiliate of such Person. FOR GOOD AND VALUABLE CONSIDERATION SET FORTH HEREIN, INCLUDING THE PROMISES, AGREEMENTS, COVENANTS, REPRESENTATIONS AND OBLIGATIONS SET FORTH IN THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS, EACH BORROWER AND EACH BORROWER-RELATED PARTY HEREBY RELEASES AND FOREVER DISCHARGES, AND COVENANTS NOT TO XXX OR FILE ANY CHARGES OR CLAIMS AGAINST, LENDER FOR ANY AND ALL EXISTING OR FUTURE CLAIMS, DEMANDS AND CAUSES OF ACTION, IN CONTRACT OR IN TORT, AT LAW OR IN EQUITY, KNOWN OR UNKNOWN, PENDING OR THREATENED (COLLECTIVELY, “CLAIMS”), FOR ALL EXISTING AND FUTURE DAMAGES AND REMEDIES ARISING OUT OF OR IN ANY WAY ASSOCIATED WITH THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS AND THE LOANS MADE PURSUANT HERETO AND THERETO (NOTWITHSTANDING ANYTHING CONTAINED HEREIN TO THE CONTRARY, IN NO EVENT SHALL THIS WAIVER BE DEEMED TO BE INCLUDE A WAIVER OF ANY CLAIM AGAINST LENDER ARISING DIRECTLY OUT OF LENDER’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, WHETHER ARISING OUT OF TORT OR CONTRACT).

Indemnity; Release. Borrower and the each Borrower-Related Parties Party jointly and severally agree agrees to indemnify Lender, upon demand, from and against any and all liabilities, obligations, claims, losses, damages, penalties, fines, actions, judgments, suits, settlements, costs, expenses or disbursements (including reasonable, documented fees of attorneys, accountants, experts and advisors) of any kind or nature whatsoever, now existing (in this section, collectively called “Liabilities and Costs”) to the extent actually imposed on, incurred by, or asserted against Lender in its capacity as lender hereunder growing out of, resulting from or in any other way associated with (a) this Agreement and the other Loan Documents or any of the transactions and events (including the enforcement or defense thereof) at any time associated therewith or contemplated therein, (b) any claim that the Loans Loan evidenced hereby are is contractually usurious, and (c) any use, handling, storage, transportation, or disposal of hazardous or toxic materials on or about the Property Property. The foregoing indemnifications shall apply whether or not such Liabilities and Costs are in any part thereof way or to any real properties owned, managed or operated by Borrower or any Borrower-Related Party. Notwithstanding anything herein extent owned in whole or in part under any other Loan Document to the contraryclaim or theory of strict liability, nothing or are caused in this Section 12.2 shall be deemed to provide for whole or require in part by any Borrower-Related Party not otherwise the Borrower negligent act or Guarantor hereunder to be liable for the repayment of the Debt or performance omission of any of the obligations of Borrower or a Guarantor under the Loan Documents unless expressly set forth herein or therein. THE FOREGOING INDEMNIFICATION SHALL APPLY WHETHER OR NOT SUCH LIABILITIES AND COSTS ARE IN ANY WAY OR TO ANY EXTENT OWED IN WHOLE OR IN PART UNDER ANY CLAIM OR THEORY OF STRICT LIABILITY, OR ARE CAUSED IN WHOLE OR IN PART, BY ANY NEGLIGENT ACT OR OMISSION OF ANY KIND BY LENDERkind by Lender; provided only that Lender shall not be entitled under this Section section to receive indemnification for that portion, if any, of any Liabilities and Costs which is proximately caused by its own individual gross negligence or willful misconduct, as determined in a final judgment. If any Person (including Borrower and the each Borrower-Related PartiesParty) ever alleges such gross negligence or willful misconduct by Lender, the indemnification provided for in this Section section shall nonetheless be paid upon demand, subject to later adjustment or reimbursement, until such time as a court of competent jurisdiction enters a final judgment as to the extent and effect of the alleged gross negligence or willful misconduct. As used in this section, the term “Lender” shall refer not only to the Person designated as such in this Agreement and it successors and assigns but also to each partner, director, officer, attorney, employee, representative and affiliate Affiliate of such Person. FOR GOOD AND VALUABLE CONSIDERATION SET FORTH HEREINFor good and valuable consideration set forth herein, INCLUDING THE PROMISESincluding the promises, AGREEMENTSagreements, COVENANTScovenants, REPRESENTATIONS AND OBLIGATIONS SET FORTH IN THIS AGREEMENT AND THE OTHER LOAN DOCUMENTSrepresentations and obligations set forth in this Agreement and the other Loan Documents, EACH BORROWER AND EACH BORROWERBorrower and each Borrower-RELATED PARTY HEREBY RELEASES AND FOREVER DISCHARGESRelated Party hereby releases and forever discharges, AND COVENANTS NOT TO XXX OR FILE ANY CHARGES OR CLAIMS AGAINSTand covenants not to sxx or file any charges or claims against Lender for any and all existing or future claims, LENDER FOR ANY AND ALL EXISTING OR FUTURE CLAIMSdemands and causes of action, DEMANDS AND CAUSES OF ACTIONin contract or in tort, IN CONTRACT OR IN TORTat law or in equity, AT LAW OR IN EQUITYknown or unknown, KNOWN OR UNKNOWNpending or threatened, PENDING OR THREATENED (COLLECTIVELY, “CLAIMS”), FOR ALL EXISTING AND FUTURE DAMAGES AND REMEDIES ARISING OUT OF OR IN ANY WAY ASSOCIATED WITH THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS AND THE LOANS MADE PURSUANT HERETO AND THERETO (NOTWITHSTANDING ANYTHING CONTAINED HEREIN TO THE CONTRARY, IN NO EVENT SHALL THIS WAIVER BE DEEMED TO BE INCLUDE A WAIVER OF ANY CLAIM AGAINST LENDER ARISING DIRECTLY OUT OF LENDER’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, WHETHER ARISING OUT OF TORT OR CONTRACT)for all existing and future damages arising out of or in any way associated with this Agreement and the other Loan Documents and the Loan made pursuant hereto and thereto.

Indemnity; Release. Borrower It is agreed that neither NJEA nor the Convention Center, nor any of their respective officers, agents, employees or representatives, shall be liable or responsible to the exhibitor for any damage, loss, or other harm incurred or suffered at the NJEA Convention, regardless of its cause or of fault, and that NJEA, the Convention Center, and all of their respective officers, agents, employees and representatives are hereby released by the exhibitor and by each exhibitors' respective officers, agents, employees, representatives and assigns from any such claims, and that any such claims are hereby expressly waived by the exhibitor and by the exhibitor's officers, agents, employees, representatives and assigns from any such claims, and that any such claims are hereby expressly waived by the exhibitor and by provision shall apply regardless of fault or negligence on the part of or by NJEA or the Convention Center, and on the part of or by their respective officers, agents employees, and representatives. This provision shall apply to all claims for damages, loss, or harm including, but not limited to, claims asserted in legal actions or equitable actions, whether based on statute, common law, copyright infringement, patent infringement, unauthorized trademark use or any other cause or basis whatsoever. The Exhibitor agrees to indemnify, hold harmless, defend and protect both NJEA and the Borrower-Related Parties jointly Convention Center, and severally agree to indemnify Lendertheir respective officers, upon demandagents, employees and other repre- sentatives, for and from and against any and all liabilities, obligations, claims, lossessuits, liability, damages, penalties, fines, actions, judgments, suits, settlementsloss, costs, attorney fees, and expenses or disbursements (including reasonable, documented fees of attorneys, accountants, experts and advisors) of any kind or nature whatsoever, now existing (in this section, collectively called “Liabilities and Costs”) to the extent actually imposed on, incurred by, or asserted against Lender in its capacity as lender hereunder growing out of, resulting from or arising out of the participation of the exhibitor and any of the exhibitor's officers, agents, employees, representatives or assigns at the NJEA Convention, including but not limited to all claims for damages, loss, or harm asserted in legal actions or equitable actions, whether based on statute, common law, copyright infringement, patent infringement, unauthorized trademark use or any other way associated with (a) this Agreement and the other Loan Documents cause or basis whatsoever. This provision shall apply even if NJEA or any of the transactions and events (including the enforcement its officers, employees, agents, representatives, affiliates or defense thereof) members are negligent or at any time associated therewith or contemplated therein, (b) any claim that the Loans evidenced hereby are contractually usurious, and (c) any use, handling, storage, transportation, or disposal of hazardous or toxic materials on or about the Property or any part thereof or any real properties owned, managed or operated by Borrower or any Borrower-Related Party. Notwithstanding anything herein or in any other Loan Document to the contrary, nothing in this Section 12.2 shall be deemed to provide for or require any Borrower-Related Party not otherwise the Borrower or Guarantor hereunder to be liable for the repayment of the Debt or performance of any of the obligations of Borrower or a Guarantor under the Loan Documents unless expressly set forth herein or therein. THE FOREGOING INDEMNIFICATION SHALL APPLY WHETHER OR NOT SUCH LIABILITIES AND COSTS ARE IN ANY WAY OR TO ANY EXTENT OWED IN WHOLE OR IN PART UNDER ANY CLAIM OR THEORY OF STRICT LIABILITY, OR ARE CAUSED IN WHOLE OR IN PART, BY ANY NEGLIGENT ACT OR OMISSION OF ANY KIND BY LENDER; provided only that Lender shall not be entitled under this Section to receive indemnification for that portion, if any, of any Liabilities and Costs which is proximately caused by its own individual gross negligence or willful misconduct, as determined in a final judgment. If any Person (including Borrower and the Borrower-Related Parties) ever alleges such gross negligence or willful misconduct by Lender, the indemnification provided for in this Section shall nonetheless be paid upon demand, subject to later adjustment or reimbursement, until such time as a court of competent jurisdiction enters a final judgment as to the extent and effect of the alleged gross negligence or willful misconduct. As used in this section, the term “Lender” shall refer not only to the Person designated as such in this Agreement and it successors and assigns but also to each partner, director, officer, attorney, employee, representative and affiliate of such Person. FOR GOOD AND VALUABLE CONSIDERATION SET FORTH HEREIN, INCLUDING THE PROMISES, AGREEMENTS, COVENANTS, REPRESENTATIONS AND OBLIGATIONS SET FORTH IN THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS, EACH BORROWER AND EACH BORROWER-RELATED PARTY HEREBY RELEASES AND FOREVER DISCHARGES, AND COVENANTS NOT TO XXX OR FILE ANY CHARGES OR CLAIMS AGAINST, LENDER FOR ANY AND ALL EXISTING OR FUTURE CLAIMS, DEMANDS AND CAUSES OF ACTION, IN CONTRACT OR IN TORT, AT LAW OR IN EQUITY, KNOWN OR UNKNOWN, PENDING OR THREATENED (COLLECTIVELY, “CLAIMS”), FOR ALL EXISTING AND FUTURE DAMAGES AND REMEDIES ARISING OUT OF OR IN ANY WAY ASSOCIATED WITH THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS AND THE LOANS MADE PURSUANT HERETO AND THERETO (NOTWITHSTANDING ANYTHING CONTAINED HEREIN TO THE CONTRARY, IN NO EVENT SHALL THIS WAIVER BE DEEMED TO BE INCLUDE A WAIVER OF ANY CLAIM AGAINST LENDER ARISING DIRECTLY OUT OF LENDER’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, WHETHER ARISING OUT OF TORT OR CONTRACT)fault.

Indemnity; Release. Borrowers, the Borrower Principals and the Borrower-Related Parties Pxxxxxxx, jointly and severally severally, agree to indemnify Lender, upon demand, from and against any and all liabilities, obligations, claims, losses, damages, penalties, fines, actions, judgments, suits, settlements, costs, expenses or disbursements (including reasonable, documented fees of attorneys, accountants, experts and advisors) of any kind or nature whatsoever, now existing (in this section, collectively called “Liabilities and Costs”) to the extent actually imposed on, incurred by, or asserted against Lender in its capacity as lender hereunder growing out of, resulting from or in any other way associated with (a) this Agreement Note and the other Loan Documents or any of the transactions and events (including the enforcement or defense thereof) at any time associated therewith or contemplated therein, (b) any claim that the Loans Loan evidenced hereby are is contractually usurious, and (c) any use, handling, storage, transportation, or disposal of hazardous or toxic materials on or about the any Property or any part thereof or any real properties owned, managed or operated by Borrower or any Borrower-Related Party. Notwithstanding anything herein , Pledgor or in any other Loan Document to the contrary, nothing in this Section 12.2 shall be deemed to provide for or require any Borrower-Related Party not otherwise the Borrower or Guarantor hereunder to be liable for the repayment of the Debt or performance of any of the obligations of Borrower or a Guarantor under the Loan Documents unless expressly set forth herein or thereinPrincipal. THE FOREGOING INDEMNIFICATION SHALL APPLY WHETHER OR NOT SUCH LIABILITIES AND COSTS ARE IN ANY WAY OR TO ANY EXTENT OWED IN WHOLE OR IN PART UNDER ANY CLAIM OR THEORY OF STRICT LIABILITY, OR ARE CAUSED IN WHOLE OR IN PART, BY ANY NEGLIGENT ACT OR OMISSION OF ANY KIND BY LENDERLXXXXX; provided only that Lender shall not be entitled under this Section section to receive indemnification for that portion, if any, of any Liabilities and Costs which is proximately caused by its own individual gross negligence or willful misconduct, as determined in a final judgment. If any Person person (including Borrower Borrowers, Pledgors and the Borrower-Related PartiesBorrower Principals) ever alleges such gross negligence or willful misconduct by LenderLxxxxx, the indemnification provided for in this Section section shall nonetheless be paid upon demand, subject to later adjustment or reimbursement, until such time as a court of competent jurisdiction enters a final judgment as to the extent and effect of the alleged gross negligence or willful misconduct. As used in this section, the term “Lender” shall refer not only to the Person person designated as such in this Agreement and it successors and assigns Note but also to each partner, director, officer, attorney, employee, representative and affiliate of such Person. FOR GOOD AND VALUABLE CONSIDERATION SET FORTH HEREIN, INCLUDING THE PROMISES, AGREEMENTS, COVENANTS, REPRESENTATIONS AND OBLIGATIONS SET FORTH IN THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS, EACH BORROWER AND EACH BORROWER-RELATED PARTY HEREBY RELEASES AND FOREVER DISCHARGES, AND COVENANTS NOT TO XXX OR FILE ANY CHARGES OR CLAIMS AGAINST, LENDER FOR ANY AND ALL EXISTING OR FUTURE CLAIMS, DEMANDS AND CAUSES OF ACTION, IN CONTRACT OR IN TORT, AT LAW OR IN EQUITY, KNOWN OR UNKNOWN, PENDING OR THREATENED (COLLECTIVELY, “CLAIMS”), FOR ALL EXISTING AND FUTURE DAMAGES AND REMEDIES ARISING OUT OF OR IN ANY WAY ASSOCIATED WITH THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS AND THE LOANS MADE PURSUANT HERETO AND THERETO (NOTWITHSTANDING ANYTHING CONTAINED HEREIN TO THE CONTRARY, IN NO EVENT SHALL THIS WAIVER BE DEEMED TO BE INCLUDE A WAIVER OF ANY CLAIM AGAINST LENDER ARISING DIRECTLY OUT OF LENDER’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, WHETHER ARISING OUT OF TORT OR CONTRACT)person.

Indemnity; Release. Borrower Each of Borrower, the General Partner and the Borrower-Related Parties Millennium, jointly and severally agree severally, agrees to indemnify Lender, upon demand, from and against any and all liabilities, obligations, claims, losses, damages, penalties, fines, actions, judgments, suits, settlements, costs, expenses or disbursements (including reasonable, documented fees of attorneys, accountants, experts and advisors) of any kind or nature whatsoever, now existing (in this section, collectively called “Liabilities and Costs”) to the extent actually imposed on, incurred by, or asserted against Lender in its capacity as lender hereunder growing out of, resulting from or in any other way associated with (a) this Agreement Note and the other Loan Documents or any of the transactions and events (including the enforcement or defense thereof) at any time associated therewith or contemplated therein, (b) any claim that the Loans loan evidenced hereby are is contractually usurious, and (c) any use, handling, storage, transportation, or disposal of hazardous or toxic materials on or about the any Property or any part thereof or any real properties owned, managed or operated by Borrower Borrower, Millennium or any Borrower-Related Party. Notwithstanding anything herein or in any other Loan Document to the contrary, nothing in this Section 12.2 shall be deemed to provide for or require any Borrower-Related Party not otherwise the Borrower or Guarantor hereunder to be liable for the repayment of the Debt or performance of any of the obligations of Borrower or a Guarantor under the Loan Documents unless expressly set forth herein or thereinGeneral Partner. THE FOREGOING INDEMNIFICATION SHALL APPLY WHETHER OR NOT SUCH LIABILITIES AND COSTS ARE IN ANY WAY OR TO ANY EXTENT OWED IN WHOLE OR IN PART UNDER ANY CLAIM OR THEORY OF STRICT LIABILITY, OR ARE CAUSED IN WHOLE OR IN PART, BY ANY NEGLIGENT ACT OR OMISSION OF ANY KIND BY LENDER; provided only that Lender shall not be entitled under this Section section to receive indemnification for that portion, if any, of any Liabilities and Costs which is proximately caused by its own individual gross negligence or willful misconduct, as determined in a final judgment. If any Person person (including Borrower Xxxxxxxx, the General Partner and the Borrower-Related PartiesMillennium) ever alleges such gross negligence or willful misconduct by Lender, the indemnification provided for in this Section section shall nonetheless be paid upon demand, subject to later adjustment or reimbursement, until such time as a court of competent jurisdiction enters a final judgment as to the extent and effect of the alleged gross negligence or willful misconduct. As used in this section, the term “Lender” shall refer not only to the Person person designated as such in this Agreement and it successors and assigns Note but also to each partner, director, officer, attorney, employee, representative and affiliate of such Personperson. FOR GOOD AND VALUABLE CONSIDERATION SET FORTH HEREIN, INCLUDING THE PROMISES, AGREEMENTS, COVENANTS, REPRESENTATIONS AND OBLIGATIONS SET FORTH IN THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS, EACH BORROWER AND EACH BORROWER-RELATED PARTY HEREBY RELEASES AND FOREVER DISCHARGES, AND COVENANTS NOT TO XXX OR FILE ANY CHARGES OR CLAIMS AGAINST, LENDER FOR ANY AND ALL EXISTING OR FUTURE CLAIMS, DEMANDS AND CAUSES OF ACTION, IN CONTRACT OR IN TORT, AT LAW OR IN EQUITY, KNOWN OR UNKNOWN, PENDING OR THREATENED (COLLECTIVELY, “CLAIMS”), FOR ALL EXISTING AND FUTURE DAMAGES AND REMEDIES ARISING OUT OF OR IN ANY WAY ASSOCIATED WITH THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS AND THE LOANS MADE PURSUANT HERETO AND THERETO (NOTWITHSTANDING ANYTHING CONTAINED HEREIN TO THE CONTRARY, IN NO EVENT SHALL THIS WAIVER BE DEEMED TO BE INCLUDE A WAIVER OF ANY CLAIM AGAINST LENDER ARISING DIRECTLY OUT OF LENDER’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, WHETHER ARISING OUT OF TORT OR CONTRACT)13.

Indemnity; Release. Borrower and the each Borrower-Related Parties Party jointly and severally agree agrees to indemnify Lender, upon demand, from and against any and all liabilities, obligations, claims, losses, damages, penalties, fines, actions, judgments, suits, settlements, costs, expenses or disbursements (including reasonable, documented fees of attorneys, accountants, experts and advisors) of any kind or nature whatsoever, now existing (in this sectionSection, collectively called “Liabilities and Costs”) to the extent actually imposed on, incurred by, or asserted against Lender in its capacity as lender hereunder growing out of, resulting from or in any other way associated with (a) this Agreement and the other Loan Documents or any of the transactions and events (including the enforcement or defense thereof) at any time associated therewith or contemplated therein, (b) any claim that the Loans Loan evidenced hereby are is contractually usurious, and (c) any use, handling, storage, transportation, or disposal of hazardous or toxic materials on or about the Property Property. The foregoing indemnifications shall apply whether or not such Liabilities and Costs are in any part thereof way or to any real properties owned, managed or operated by Borrower or any Borrower-Related Party. Notwithstanding anything herein extent owned in whole or in part under any other Loan Document to the contraryclaim or theory of strict liability, nothing or are caused in this Section 12.2 shall be deemed to provide for whole or require in part by any Borrower-Related Party not otherwise the Borrower negligent act or Guarantor hereunder to be liable for the repayment of the Debt or performance omission of any of the obligations of Borrower or a Guarantor under the Loan Documents unless expressly set forth herein or therein. THE FOREGOING INDEMNIFICATION SHALL APPLY WHETHER OR NOT SUCH LIABILITIES AND COSTS ARE IN ANY WAY OR TO ANY EXTENT OWED IN WHOLE OR IN PART UNDER ANY CLAIM OR THEORY OF STRICT LIABILITY, OR ARE CAUSED IN WHOLE OR IN PART, BY ANY NEGLIGENT ACT OR OMISSION OF ANY KIND BY LENDERkind by Lender; provided only that Lender shall not be entitled under this Section to receive indemnification for that portion, if any, of any Liabilities and Costs which is proximately caused by its own individual gross negligence or willful misconduct, as determined in a final judgment. If any Person (including Borrower and the each Borrower-Related PartiesParty) ever alleges such gross negligence or willful misconduct by Lender, the indemnification provided for in this Section shall nonetheless be paid upon demand, subject to later adjustment or reimbursement, until such time as a court of competent jurisdiction enters a final judgment as to the extent and effect of the alleged gross negligence or willful misconduct. As used in this sectionSection, the term “Lender” shall refer not only to the Person designated as such in this Agreement and it successors and assigns but also to each partner, director, officer, attorney, employee, representative and affiliate Affiliate of such Person. FOR GOOD AND VALUABLE CONSIDERATION SET FORTH HEREINFor good and valuable consideration set forth herein, INCLUDING THE PROMISESincluding the promises, AGREEMENTSagreements, COVENANTScovenants, REPRESENTATIONS AND OBLIGATIONS SET FORTH IN THIS AGREEMENT AND THE OTHER LOAN DOCUMENTSrepresentations and obligations set forth in this Agreement and the other Loan Documents, EACH BORROWER AND EACH BORROWERBorrower and each Borrower-RELATED PARTY HEREBY RELEASES AND FOREVER DISCHARGESRelated Party hereby releases and forever discharges, AND COVENANTS NOT TO XXX OR FILE ANY CHARGES OR CLAIMS AGAINSTand covenants not to sxx or file any charges or claims against Lender for any and all existing or future claims, LENDER FOR ANY AND ALL EXISTING OR FUTURE CLAIMSdemands and causes of action, DEMANDS AND CAUSES OF ACTIONin contract or in tort, IN CONTRACT OR IN TORTat law or in equity, AT LAW OR IN EQUITYknown or unknown, KNOWN OR UNKNOWNpending or threatened, PENDING OR THREATENED (COLLECTIVELY, “CLAIMS”), FOR ALL EXISTING AND FUTURE DAMAGES AND REMEDIES ARISING OUT OF OR IN ANY WAY ASSOCIATED WITH THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS AND THE LOANS MADE PURSUANT HERETO AND THERETO (NOTWITHSTANDING ANYTHING CONTAINED HEREIN TO THE CONTRARY, IN NO EVENT SHALL THIS WAIVER BE DEEMED TO BE INCLUDE A WAIVER OF ANY CLAIM AGAINST LENDER ARISING DIRECTLY OUT OF LENDER’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, WHETHER ARISING OUT OF TORT OR CONTRACT)for all existing and future damages arising out of or in any way associated with this Agreement and the other Loan Documents and the Loan made pursuant hereto and thereto.

Indemnity; Release. 9.3(a) In addition to the payment of expenses pursuant to subsection 9.2, whether or not the transactions contemplated hereby shall be consummated, Borrower agrees to defend, indemnify, pay and hold harmless Lender, and the Borrower-Related Parties jointly officers, directors, employees, agents and severally agree to indemnify Lender, upon demand, affiliates of Lender (collectively called the "INDEMNITEES") from and against any and all other liabilities, obligations, claims, losses, damages, penalties, fines, actions, judgments, suits, settlementsclaims, costs, expenses or and disbursements (including reasonable, documented fees of attorneys, accountants, experts and advisors) of any kind or nature whatsoeverwhatsoever (including without limitation the reasonable fees and disbursements of counsel for such Indemnitees in connection with any investigative, now existing administrative or judicial action or proceeding commenced or threatened by any Person (in including but not limited to any Loan Party, any Indemnitee and any third party), whether or not any such Indemnitee shall be designated as a party or a potential party thereto, it being understood that such fees and disbursements include those incurred to enforce the provisions of this sectionAgreement), collectively called “Liabilities whether direct, indirect or consequential and Costs”) to the extent actually whether based on any federal, state or foreign laws, statutes, rules or regulations (including without limitation securities and commercial laws, statutes, rules or regulations and Environmental Laws), on any Environmental Claim, on common law or equitable cause or on contract or otherwise, that may be imposed on, incurred by, or asserted against Lender in its capacity as lender hereunder growing out ofany such Indemnitee at any time (including, resulting from or without limitation, at any time following the payment of the Obligations), in any other way associated with (a) manner relating to or arising out of this Agreement and or the other Loan Documents or any 105 the transactions contemplated hereby or thereby (including without limitation Lender's agreement to make the Loans hereunder or the use or intended use of the transactions and events (including the enforcement or defense thereof) at any time associated therewith or contemplated therein, (b) any claim that the Loans evidenced hereby are contractually usurious, and (c) any use, handling, storage, transportation, or disposal of hazardous or toxic materials on or about the Property or any part thereof or any real properties owned, managed or operated by Borrower or any Borrower-Related Party. Notwithstanding anything herein or in any other Loan Document to the contrary, nothing in this Section 12.2 shall be deemed to provide for or require any Borrower-Related Party not otherwise the Borrower or Guarantor hereunder to be liable for the repayment of the Debt or performance proceeds of any of the obligations of Loans) or the statements contained in the commitment letter delivered by Lender to Borrower or a Guarantor under with respect thereto (collectively called the Loan Documents unless expressly set forth herein or therein. THE FOREGOING INDEMNIFICATION SHALL APPLY WHETHER OR NOT SUCH LIABILITIES AND COSTS ARE IN ANY WAY OR TO ANY EXTENT OWED IN WHOLE OR IN PART UNDER ANY CLAIM OR THEORY OF STRICT LIABILITY, OR ARE CAUSED IN WHOLE OR IN PART, BY ANY NEGLIGENT ACT OR OMISSION OF ANY KIND BY LENDER"INDEMNIFIED LIABILITIES"); provided only PROVIDED that Lender Borrower shall not be entitled under this Section have any obligation to receive indemnification for that portion, if any, of any Indemnitee hereunder with respect to any Indemnified Liabilities and Costs which is proximately caused by its own individual gross negligence or willful misconduct, as determined in a final judgment. If any Person (including Borrower and to the Borrower-Related Parties) ever alleges extent such Indemnified Liabilities arise solely from the gross negligence or willful misconduct of that Indemnitee as determined by Lender, the indemnification provided for in this Section shall nonetheless be paid upon demand, subject to later adjustment or reimbursement, until such time as a final judgment of a court of competent jurisdiction enters a final judgment jurisdiction. To the extent that the undertaking to defend, indemnify, pay and hold harmless set forth in the preceding sentence or as set forth in subsection 9.3(c) below may be unenforceable because it is violative of any law or public policy, Borrower shall contribute the maximum portion that it is permitted to pay and satisfy under applicable law to the extent payment and effect satisfaction of all Indemnified Liabilities incurred by the Indemnitees or any of them. All amounts due under this Section 9.3 shall be payable promptly after written demand therefor. The agreements in this Section 9.3 shall survive repayment of the alleged gross negligence or willful misconduct. As used in this section, the term “Lender” shall refer not only to the Person designated as such in this Agreement Revolving Loans and it successors and assigns but also to each partner, director, officer, attorney, employee, representative and affiliate of such Person. FOR GOOD AND VALUABLE CONSIDERATION SET FORTH HEREIN, INCLUDING THE PROMISES, AGREEMENTS, COVENANTS, REPRESENTATIONS AND OBLIGATIONS SET FORTH IN THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS, EACH BORROWER AND EACH BORROWER-RELATED PARTY HEREBY RELEASES AND FOREVER DISCHARGES, AND COVENANTS NOT TO XXX OR FILE ANY CHARGES OR CLAIMS AGAINST, LENDER FOR ANY AND ALL EXISTING OR FUTURE CLAIMS, DEMANDS AND CAUSES OF ACTION, IN CONTRACT OR IN TORT, AT LAW OR IN EQUITY, KNOWN OR UNKNOWN, PENDING OR THREATENED (COLLECTIVELY, “CLAIMS”), FOR ALL EXISTING AND FUTURE DAMAGES AND REMEDIES ARISING OUT OF OR IN ANY WAY ASSOCIATED WITH THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS AND THE LOANS MADE PURSUANT HERETO AND THERETO (NOTWITHSTANDING ANYTHING CONTAINED HEREIN TO THE CONTRARY, IN NO EVENT SHALL THIS WAIVER BE DEEMED TO BE INCLUDE A WAIVER OF ANY CLAIM AGAINST LENDER ARISING DIRECTLY OUT OF LENDER’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, WHETHER ARISING OUT OF TORT OR CONTRACT)all other amounts payable hereunder.

Indemnity; Release. Borrower and the each Borrower-Related Parties Party jointly and severally agree to indemnify Lender, upon demand, from and against any and all liabilities, obligations, claims, losses, damages, penalties, fines, actions, judgments, suits, settlements, costs, expenses or disbursements (including reasonable, documented fees of attorneys, accountants, experts and advisors) of any kind or nature whatsoever, now existing (in this section, collectively called “Liabilities and Costs”) to the extent actually imposed on, incurred by, or asserted against Lender in its capacity as lender hereunder growing out of, resulting from or in any other way associated with (a) this Agreement and the other Loan Documents or any of the transactions and events (including the enforcement or defense thereof) at any time associated therewith or contemplated therein, (b) any claim that the Loans Loan evidenced hereby are is contractually usurious, and (c) any use, handling, storage, transportation, or disposal of hazardous or toxic materials on or about the Property Property. The foregoing indemnifications shall apply whether or not such Liabilities and Costs are in any part thereof way or to any real properties owned, managed or operated by Borrower or any Borrower-Related Party. Notwithstanding anything herein extent owned in whole or in part under any other Loan Document to the contraryclaim or theory of strict liability, nothing or are caused in this Section 12.2 shall be deemed to provide for whole or require in part by any Borrower-Related Party not otherwise the Borrower negligent act or Guarantor hereunder to be liable for the repayment of the Debt or performance omission of any of the obligations of Borrower or a Guarantor under the kind by Lender; Loan Documents unless expressly set forth herein or therein. THE FOREGOING INDEMNIFICATION SHALL APPLY WHETHER OR NOT SUCH LIABILITIES AND COSTS ARE IN ANY WAY OR TO ANY EXTENT OWED IN WHOLE OR IN PART UNDER ANY CLAIM OR THEORY OF STRICT LIABILITYAgreement – Rosehill Reserve Xxxxxx County, OR ARE CAUSED IN WHOLE OR IN PART, BY ANY NEGLIGENT ACT OR OMISSION OF ANY KIND BY LENDER; Texas 35 provided only that Lender shall not be entitled under this Section section to receive indemnification for that portion, if any, of any Liabilities and Costs which is proximately caused by its own individual gross negligence or willful misconduct, as determined in a final judgment. If any Person (including Borrower and the each Borrower-Related PartiesParty) ever alleges such gross negligence or willful misconduct by Lender, the indemnification provided for in this Section section shall nonetheless be paid upon demand, subject to later adjustment or reimbursement, until such time as a court of competent jurisdiction enters a final judgment as to the extent and effect of the alleged gross negligence or willful misconduct. As used in this section, the term “Lender” shall refer not only to the Person designated as such in this Agreement and it successors and assigns but also to each partner, director, officer, attorney, employee, representative and affiliate Affiliate of such Person. FOR GOOD AND VALUABLE CONSIDERATION SET FORTH HEREINFor good and valuable consideration set forth herein, INCLUDING THE PROMISESincluding the promises, AGREEMENTSagreements, COVENANTScovenants, REPRESENTATIONS AND OBLIGATIONS SET FORTH IN THIS AGREEMENT AND THE OTHER LOAN DOCUMENTSrepresentations and obligations set forth in this Agreement and the other Loan Documents, EACH BORROWER AND EACH BORROWERBorrower and each Borrower-RELATED PARTY HEREBY RELEASES AND FOREVER DISCHARGESRelated Party hereby release and forever discharge, AND COVENANTS NOT TO XXX OR FILE ANY CHARGES OR CLAIMS AGAINSTand covenant not to xxx or file any charges or claims against Lender for any and all existing or future claims, LENDER FOR ANY AND ALL EXISTING OR FUTURE CLAIMSdemands and causes of action, DEMANDS AND CAUSES OF ACTIONin contract or in tort, IN CONTRACT OR IN TORTat law or in equity, AT LAW OR IN EQUITYknown or unknown, KNOWN OR UNKNOWNpending or threatened, PENDING OR THREATENED (COLLECTIVELY, “CLAIMS”), FOR ALL EXISTING AND FUTURE DAMAGES AND REMEDIES ARISING OUT OF OR IN ANY WAY ASSOCIATED WITH THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS AND THE LOANS MADE PURSUANT HERETO AND THERETO (NOTWITHSTANDING ANYTHING CONTAINED HEREIN TO THE CONTRARY, IN NO EVENT SHALL THIS WAIVER BE DEEMED TO BE INCLUDE A WAIVER OF ANY CLAIM AGAINST LENDER ARISING DIRECTLY OUT OF LENDER’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, WHETHER ARISING OUT OF TORT OR CONTRACT)for all existing and future damages arising out of or in any way associated with this Agreement and the other Loan Documents and the Loan made pursuant hereto and thereto.

Indemnity; Release. Borrower and the each Borrower-Related Parties Party jointly and severally agree to indemnify Lender, upon demand, from and against any and all liabilities, obligations, claims, losses, damages, penalties, fines, actions, judgments, suits, settlements, costs, expenses or disbursements (including reasonable, documented fees of attorneys, accountants, experts and advisors) of any kind or nature whatsoever, now existing (in this section, collectively called “Liabilities and Costs”) to the extent actually imposed on, incurred by, or asserted against Lender in its capacity as lender hereunder growing out of, resulting from or in any other way associated with (a) this Agreement and the other Loan Documents or any of the transactions and events (including the enforcement or defense thereof) at any time associated therewith or contemplated therein, (b) any claim that the Loans Loan evidenced hereby are is contractually usurious, and (c) any use, handling, storage, transportation, or disposal of hazardous or toxic materials on or about the Property Property. The foregoing indemnifications shall apply whether or not such Liabilities and Costs are in any part thereof way or to any real properties owned, managed or operated by Borrower or any Borrower-Related Party. Notwithstanding anything herein extent owned in whole or in part under any other Loan Document to the contraryclaim or theory of strict liability, nothing or are caused in this Section 12.2 shall be deemed to provide for whole or require in part by any Borrower-Related Party not otherwise the Borrower negligent act or Guarantor hereunder to be liable for the repayment of the Debt or performance omission of any of the obligations of Borrower or a Guarantor under the kind by Lender; Loan Documents unless expressly set forth herein or therein. THE FOREGOING INDEMNIFICATION SHALL APPLY WHETHER OR NOT SUCH LIABILITIES AND COSTS ARE IN ANY WAY OR TO ANY EXTENT OWED IN WHOLE OR IN PART UNDER ANY CLAIM OR THEORY OF STRICT LIABILITYAgreement – Rosehill ReserveHarris County, OR ARE CAUSED IN WHOLE OR IN PART, BY ANY NEGLIGENT ACT OR OMISSION OF ANY KIND BY LENDER; Texas 35 provided only that Lender shall not be entitled under this Section section to receive indemnification for that portion, if any, of any Liabilities and Costs which is proximately caused by its own individual gross negligence or willful misconduct, as determined in a final judgment. If any Person (including Borrower and the each Borrower-Related PartiesParty) ever alleges such gross negligence or willful misconduct by Lender, the indemnification provided for in this Section section shall nonetheless be paid upon demand, subject to later adjustment or reimbursement, until such time as a court of competent jurisdiction enters a final judgment as to the extent and effect of the alleged gross negligence or willful misconduct. As used in this section, the term “Lender” shall refer not only to the Person designated as such in this Agreement and it successors and assigns but also to each partner, director, officer, attorney, employee, representative and affiliate Affiliate of such Person. FOR GOOD AND VALUABLE CONSIDERATION SET FORTH HEREINFor good and valuable consideration set forth herein, INCLUDING THE PROMISESincluding the promises, AGREEMENTSagreements, COVENANTScovenants, REPRESENTATIONS AND OBLIGATIONS SET FORTH IN THIS AGREEMENT AND THE OTHER LOAN DOCUMENTSrepresentations and obligations set forth in this Agreement and the other Loan Documents, EACH BORROWER AND EACH BORROWERBorrower and each Borrower-RELATED PARTY HEREBY RELEASES AND FOREVER DISCHARGESRelated Party hereby release and forever discharge, AND COVENANTS NOT TO XXX OR FILE ANY CHARGES OR CLAIMS AGAINSTand covenant not to xxx or file any charges or claims against Lender for any and all existing or future claims, LENDER FOR ANY AND ALL EXISTING OR FUTURE CLAIMSdemands and causes of action, DEMANDS AND CAUSES OF ACTIONin contract or in tort, IN CONTRACT OR IN TORTat law or in equity, AT LAW OR IN EQUITYknown or unknown, KNOWN OR UNKNOWNpending or threatened, PENDING OR THREATENED (COLLECTIVELY, “CLAIMS”), FOR ALL EXISTING AND FUTURE DAMAGES AND REMEDIES ARISING OUT OF OR IN ANY WAY ASSOCIATED WITH THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS AND THE LOANS MADE PURSUANT HERETO AND THERETO (NOTWITHSTANDING ANYTHING CONTAINED HEREIN TO THE CONTRARY, IN NO EVENT SHALL THIS WAIVER BE DEEMED TO BE INCLUDE A WAIVER OF ANY CLAIM AGAINST LENDER ARISING DIRECTLY OUT OF LENDER’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, WHETHER ARISING OUT OF TORT OR CONTRACT)for all existing and future damages arising out of or in any way associated with this Agreement and the other Loan Documents and the Loan made pursuant hereto and thereto.

Indemnity; Release. Borrower Debtor shall, at its sole cost and expense, protect, defend, indemnify, release and hold harmless each of the Borrower-Related Indemnified Parties jointly and severally agree to indemnify Lender, upon demandfor, from and against any and all claims, suits, liabilities (including, without limitation, strict liabilities), actions, proceedings, obligations, claimsdebts, damages, losses, damagescosts, expenses, diminutions in value, fines, penalties, finescharges, actionsfees, expenses, judgments, suitsawards, settlements, costs, expenses or disbursements (including reasonable, documented fees amounts paid in settlement and damages of attorneys, accountants, experts and advisors) of any whatever kind or nature whatsoever(including, now existing without limitation, attorneys' fees, court costs and other costs of defense) (in this sectioncollectively, collectively called “Liabilities and Costs"Losses”) to the extent actually imposed on, incurred by, or asserted against Lender in its capacity as lender hereunder growing (excluding Losses suffered by an Indemnified Party directly arising out of, resulting from or in any other way associated with (a) this Agreement and the other Loan Documents or any of the transactions and events (including the enforcement or defense thereof) at any time associated therewith or contemplated therein, (b) any claim that the Loans evidenced hereby are contractually usurious, and (c) any use, handling, storage, transportation, or disposal of hazardous or toxic materials on or about the Property or any part thereof or any real properties owned, managed or operated by Borrower or any Borrower-Related such Indemnified Party. Notwithstanding anything herein or in any other Loan Document to the contrary, nothing in this Section 12.2 shall be deemed to provide for or require any Borrower-Related Party not otherwise the Borrower or Guarantor hereunder to be liable for the repayment of the Debt or performance of any of the obligations of Borrower or a Guarantor under the Loan Documents unless expressly set forth herein or therein. THE FOREGOING INDEMNIFICATION SHALL APPLY WHETHER OR NOT SUCH LIABILITIES AND COSTS ARE IN ANY WAY OR TO ANY EXTENT OWED IN WHOLE OR IN PART UNDER ANY CLAIM OR THEORY OF STRICT LIABILITY, OR ARE CAUSED IN WHOLE OR IN PART, BY ANY NEGLIGENT ACT OR OMISSION OF ANY KIND BY LENDER; provided only that Lender shall not be entitled under this Section to receive indemnification for that portion, if any, of any Liabilities and Costs which is proximately caused by its own individual 's gross negligence or willful misconduct; provided, however, that the term "gross negligence" shall not include gross negligence imputed as determined a matter of law to any of the Indemnified Parties solely by reason of Lender's interest in the Property or Lender's failure to act in respect of matters which are or were the obligation of Debtor under the Loan Documents), imposed upon or incurred by or asserted against any Indemnified Parties, and directly or indirectly arising out of or in any way relating to any one or more of the following: (a) any personal injury, wrongful death, or property damage arising under any statutory or common law or tort law theory, including but not limited to damages assessed for the maintenance of a final judgment. If private or public nuisance or for the conducting of an abnormally dangerous activity on or near the Property; (b) any Person disclosures of information, financial or otherwise, (i) made by Lender or Lender's employees, officers, members, managers, agents or any third party as contemplated by Section 13 of this Agreement, or (ii) obtained from any credit reporting agency with respect to Debtor, any guarantor of the Loan (including Borrower each Guarantor), any Affiliate of Debtor, any of the other Debtor Parties or any operator or lessee of the Property; or (c) any misrepresentation or inaccuracy in any representation or warranty or material breach or failure to perform any covenants or other obligations pursuant to this Agreement. Debtor fully and the Borrower-Related Parties) ever alleges such gross negligence completely releases, waives and covenants not to assert any claims, liabilities, actions, defenses, challenges, contests or willful misconduct by other opposition against Lender, however characterized, known or unknown, foreseen or unforeseen, now existing or arising in the indemnification provided for in this Section shall nonetheless be paid upon demandfuture, subject relating to later adjustment or reimbursement, until such time as a court of competent jurisdiction enters a final judgment as to the extent and effect of the alleged gross negligence or willful misconduct. As used in this section, the term “Lender” shall refer not only to the Person designated as such in this Agreement and it successors affecting the Property. In addition to the foregoing, Debtor hereby fully incorporates each and assigns but also every indemnity and release made by Debtor to each partner, director, officer, attorney, employee, representative and affiliate of such Person. FOR GOOD AND VALUABLE CONSIDERATION SET FORTH HEREIN, INCLUDING THE PROMISES, AGREEMENTS, COVENANTS, REPRESENTATIONS AND OBLIGATIONS SET FORTH IN THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS, EACH BORROWER AND EACH BORROWER-RELATED PARTY HEREBY RELEASES AND FOREVER DISCHARGES, AND COVENANTS NOT TO XXX OR FILE ANY CHARGES OR CLAIMS AGAINST, LENDER FOR ANY AND ALL EXISTING OR FUTURE CLAIMS, DEMANDS AND CAUSES OF ACTION, IN CONTRACT OR IN TORT, AT LAW OR IN EQUITY, KNOWN OR UNKNOWN, PENDING OR THREATENED (COLLECTIVELY, “CLAIMS”), FOR ALL EXISTING AND FUTURE DAMAGES AND REMEDIES ARISING OUT OF OR IN ANY WAY ASSOCIATED WITH THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS AND THE LOANS MADE PURSUANT HERETO AND THERETO (NOTWITHSTANDING ANYTHING CONTAINED HEREIN TO THE CONTRARY, IN NO EVENT SHALL THIS WAIVER BE DEEMED TO BE INCLUDE A WAIVER OF ANY CLAIM AGAINST LENDER ARISING DIRECTLY OUT OF LENDER’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, WHETHER ARISING OUT OF TORT OR CONTRACT)Lender in the Environmental Indemnification Agreement as if fully set forth herein.

Indemnity; Release. Each of Borrower and the Borrower-Related Parties General Partner, jointly and severally agree severally, agrees to indemnify Lender, upon demand, from and against any and all liabilities, obligations, claims, losses, damages, penalties, fines, actions, judgments, suits, settlements, costs, expenses or disbursements (including reasonable, documented fees of attorneys, accountants, experts and advisors) of any kind or nature whatsoever, now existing (in this section, collectively called “Liabilities and Costs”) to the extent actually imposed on, incurred by, or asserted against Lender in its capacity as lender hereunder growing out of, resulting from or in any other way associated with (a) this Agreement Note and the other Loan Documents or any of the transactions and events (including the enforcement or defense thereof) at any time associated therewith or contemplated therein, (b) any claim that the Loans loan evidenced hereby are is contractually usurious, and (c) any use, handling, storage, transportation, or disposal of hazardous or toxic materials on or about the any Property or any part thereof or any real properties owned, managed or operated by Borrower or any Borrower-Related Party. Notwithstanding anything herein or in any other Loan Document to and the contrary, nothing in this Section 12.2 shall be deemed to provide for or require any Borrower-Related Party not otherwise the Borrower or Guarantor hereunder to be liable for the repayment of the Debt or performance of any of the obligations of Borrower or a Guarantor under the Loan Documents unless expressly set forth herein or thereinGeneral Partner. THE FOREGOING INDEMNIFICATION SHALL APPLY WHETHER OR NOT SUCH LIABILITIES AND COSTS ARE IN ANY WAY OR TO ANY EXTENT OWED IN WHOLE OR IN PART UNDER ANY CLAIM OR THEORY OF STRICT LIABILITY, OR ARE CAUSED IN WHOLE OR IN PART, BY ANY NEGLIGENT ACT OR OMISSION OF ANY KIND BY LENDERXXXXXX; provided only that Lender shall not be entitled under this Section section to receive indemnification for that portion, if any, of any Liabilities and Costs which is proximately caused by its own individual gross negligence or willful misconduct, as determined in a final judgment. If any Person person (including Borrower and the Borrower-Related PartiesGeneral Partner) ever alleges such gross negligence or willful misconduct by LenderXxxxxx, the indemnification provided for in this Section section shall nonetheless be paid upon demand, subject to later adjustment or reimbursement, until such time as a court of competent jurisdiction enters a final judgment as to the extent and effect of the alleged gross negligence or willful misconduct. As used in this section, the term “Lender” shall refer not only to the Person person designated as such in this Agreement and it successors and assigns Note but also to each partner, director, officer, attorney, employee, representative and affiliate of such Person. FOR GOOD AND VALUABLE CONSIDERATION SET FORTH HEREIN, INCLUDING THE PROMISES, AGREEMENTS, COVENANTS, REPRESENTATIONS AND OBLIGATIONS SET FORTH IN THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS, EACH BORROWER AND EACH BORROWER-RELATED PARTY HEREBY RELEASES AND FOREVER DISCHARGES, AND COVENANTS NOT TO XXX OR FILE ANY CHARGES OR CLAIMS AGAINST, LENDER FOR ANY AND ALL EXISTING OR FUTURE CLAIMS, DEMANDS AND CAUSES OF ACTION, IN CONTRACT OR IN TORT, AT LAW OR IN EQUITY, KNOWN OR UNKNOWN, PENDING OR THREATENED (COLLECTIVELY, “CLAIMS”), FOR ALL EXISTING AND FUTURE DAMAGES AND REMEDIES ARISING OUT OF OR IN ANY WAY ASSOCIATED WITH THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS AND THE LOANS MADE PURSUANT HERETO AND THERETO (NOTWITHSTANDING ANYTHING CONTAINED HEREIN TO THE CONTRARY, IN NO EVENT SHALL THIS WAIVER BE DEEMED TO BE INCLUDE A WAIVER OF ANY CLAIM AGAINST LENDER ARISING DIRECTLY OUT OF LENDER’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, WHETHER ARISING OUT OF TORT OR CONTRACT)person.

Indemnity; Release. Borrower It is agreed that neither NJEA nor the Convention Center, nor any of their respective officers, agents, employees or representatives, shall be liable or responsible to the exhibitor for any damage, loss, or other harm incurred or sufferedat the NJEA Convention, regardless of its cause or of fault, and that NJEA, the Convention Center, and all of their respective officers, agents, employees and representatives are hereby released by the exhibitor and by each exhibitors' respective officers, agents, employees, representatives and assigns from any such claims, and that any such claims are hereby expressly waived by the exhibitor and by the exhibitor's officers, agents, employees, representatives and assigns from any such claims, and that any such claims areherebyexpresslywaived by theexhibitorand by provisionshallapplyregardlessof fault or negligence on the part of or by NJEA or the Convention Center,and on the part of or by their respective officers, agents employees, and representatives. This provision shallapply to allclaimsfordamages,loss, or harmincluding, but not limitedto,claims asserted in legal actions or equitable actions, whether based on statute, common law, copyright infringement, patent infringement, unauthorized trademark use or any other cause or basis whatsoever. The Exhibitor agrees to indemnify, hold harmless, defend and protect both NJEA and the Borrower-Related Parties jointly Convention Center, and severally agree to indemnify Lendertheir respective officers, upon demandagents, employees and other repre- sentatives, for and from and against any and all liabilities, obligations, claims, lossessuits, liability, damages, penalties, fines, actions, judgments, suits, settlementsloss, costs, attorney fees, and expenses or disbursements (including reasonable, documented fees of attorneys, accountants, experts and advisors) of any kind or nature whatsoever, now existing (in this section, collectively called “Liabilities and Costs”) to the extent actually imposed on, incurred by, or asserted against Lender in its capacity as lender hereunder growing out of, resulting from or arising out of the participation of the exhibitor and any of the exhibitor's officers, agents, employees, representatives or assigns at the NJEA Convention, including but not limited to all claims for damages, loss, or harm asserted in legal actions or equitable actions, whether based on statute, common law, copyright infringement, patent infringement, unauthorized trademark use or any other way associated with (a) this Agreement and the other Loan Documents cause or basis whatsoever. This provision shall apply even if NJEA or any of the transactions and events (including the enforcement or defense thereof) at any time associated therewith or contemplated therein, (b) any claim that the Loans evidenced hereby are contractually usurious, and (c) any use, handling, storage, transportation, or disposal of hazardous or toxic materials on or about the Property or any part thereof or any real properties owned, managed or operated by Borrower or any Borrower-Related Party. Notwithstanding anything herein or in any other Loan Document to the contrary, nothing in this Section 12.2 shall be deemed to provide for or require any Borrower-Related Party not otherwise the Borrower or Guarantor hereunder to be liable for the repayment of the Debt or performance of any of the obligations of Borrower or a Guarantor under the Loan Documents unless expressly set forth herein or therein. THE FOREGOING INDEMNIFICATION SHALL APPLY WHETHER OR NOT SUCH LIABILITIES AND COSTS ARE IN ANY WAY OR TO ANY EXTENT OWED IN WHOLE OR IN PART UNDER ANY CLAIM OR THEORY OF STRICT LIABILITY, OR ARE CAUSED IN WHOLE OR IN PART, BY ANY NEGLIGENT ACT OR OMISSION OF ANY KIND BY LENDER; provided only that Lender shall not be entitled under this Section to receive indemnification for that portion, if any, of any Liabilities and Costs which is proximately caused by its own individual gross negligence or willful misconduct, as determined in a final judgment. If any Person (including Borrower and the Borrower-Related Parties) ever alleges such gross negligence or willful misconduct by Lender, the indemnification provided for in this Section shall nonetheless be paid upon demand, subject to later adjustment or reimbursement, until such time as a court of competent jurisdiction enters a final judgment as to the extent and effect of the alleged gross negligence or willful misconduct. As used in this section, the term “Lender” shall refer not only to the Person designated as such in this Agreement and it successors and assigns but also to each partner, director, officer, attorney, employee, representative and affiliate of such Person. FOR GOOD AND VALUABLE CONSIDERATION SET FORTH HEREIN, INCLUDING THE PROMISES, AGREEMENTS, COVENANTS, REPRESENTATIONS AND OBLIGATIONS SET FORTH IN THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS, EACH BORROWER AND EACH BORROWER-RELATED PARTY HEREBY RELEASES AND FOREVER DISCHARGES, AND COVENANTS NOT TO XXX OR FILE ANY CHARGES OR CLAIMS AGAINST, LENDER FOR ANY AND ALL EXISTING OR FUTURE CLAIMS, DEMANDS AND CAUSES OF ACTION, IN CONTRACT OR IN TORT, AT LAW OR IN EQUITY, KNOWN OR UNKNOWN, PENDING OR THREATENED (COLLECTIVELY, “CLAIMS”), FOR ALL EXISTING AND FUTURE DAMAGES AND REMEDIES ARISING OUT OF OR IN ANY WAY ASSOCIATED WITH THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS AND THE LOANS MADE PURSUANT HERETO AND THERETO (NOTWITHSTANDING ANYTHING CONTAINED HEREIN TO THE CONTRARY, IN NO EVENT SHALL THIS WAIVER BE DEEMED TO BE INCLUDE A WAIVER OF ANY CLAIM AGAINST LENDER ARISING DIRECTLY OUT OF LENDER’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, WHETHER ARISING OUT OF TORT OR CONTRACT)officers,employees,agents,representatives,affiliatesormembersarenegligentoratfault.

Indemnity; Release. Borrower and the each Borrower-Related Parties Party jointly and severally agree agrees to indemnify Lender, upon demand, from and against any and all liabilities, obligations, claims, losses, damages, penalties, fines, actions, judgments, suits, settlements, costs, expenses or disbursements (including reasonable, documented fees of attorneys, accountants, experts and advisors) of any kind or nature whatsoever, now existing (in this section, collectively called “Liabilities and Costs”) to the extent actually imposed on, incurred by, or asserted against Lender in its capacity as lender hereunder growing out of, resulting from or in any other way associated with (a) this Agreement and the other Loan Documents or any of the transactions and events (including the enforcement or defense thereof) at any time associated therewith or contemplated therein, (b) any claim that the Loans Loan evidenced hereby are is contractually usurious, and (c) any use, handling, storage, transportation, or disposal of hazardous or toxic materials on or about the Property Property. The foregoing indemnifications shall apply whether or not such Liabilities and Costs are in any part thereof way or to any real properties owned, managed or operated by Borrower or any Borrower-Related Party. Notwithstanding anything herein extent owned in whole or in part under any other Loan Document to the contraryclaim or theory of strict liability, nothing or are caused in this Section 12.2 shall be deemed to provide for whole or require in part by any Borrower-Related Party not otherwise the Borrower negligent act or Guarantor hereunder to be liable for the repayment of the Debt or performance omission of any of the obligations of Borrower or a Guarantor under the Loan Documents unless expressly set forth herein or therein. THE FOREGOING INDEMNIFICATION SHALL APPLY WHETHER OR NOT SUCH LIABILITIES AND COSTS ARE IN ANY WAY OR TO ANY EXTENT OWED IN WHOLE OR IN PART UNDER ANY CLAIM OR THEORY OF STRICT LIABILITY, OR ARE CAUSED IN WHOLE OR IN PART, BY ANY NEGLIGENT ACT OR OMISSION OF ANY KIND BY LENDERkind by Lender; provided only that Lender shall not be entitled under this Section section to receive indemnification for that portion, if any, of any Liabilities and Costs which is proximately caused by its own individual gross negligence or willful misconduct, as determined in a final judgment. If any Person (including Borrower and the each Borrower-Related PartiesParty) ever alleges such gross negligence or willful misconduct by Lender, the indemnification provided for in this Section section shall nonetheless be paid upon demand, subject to later adjustment or reimbursement, until such time as a court of competent jurisdiction enters a final judgment as to the extent and effect of the alleged gross negligence or willful misconduct. As used in this section, the term “Lender” shall refer not only to the Person designated as such in this Agreement and it successors and assigns but also to each partner, director, officer, attorney, employee, representative and affiliate Affiliate of such Person. FOR GOOD AND VALUABLE CONSIDERATION SET FORTH HEREINFor good and valuable consideration set forth herein, INCLUDING THE PROMISESincluding the promises, AGREEMENTSagreements, COVENANTScovenants, REPRESENTATIONS AND OBLIGATIONS SET FORTH IN THIS AGREEMENT AND THE OTHER LOAN DOCUMENTSrepresentations and obligations set forth in this Agreement and the other Loan Documents, EACH BORROWER AND EACH BORROWERBorrower and each Borrower-RELATED PARTY HEREBY RELEASES AND FOREVER DISCHARGESRelated Party hereby releases and forever discharges, AND COVENANTS NOT TO XXX OR FILE ANY CHARGES OR CLAIMS AGAINSTand covenants not to sxx or file any charges or claims against Lender for any and all existing or future claims, LENDER FOR ANY AND ALL EXISTING OR FUTURE CLAIMSdemands and causes of action, DEMANDS AND CAUSES OF ACTIONin contract or in tort, IN CONTRACT OR IN TORTat law or in equity, AT LAW OR IN EQUITYknown or unknown, KNOWN OR UNKNOWNpending or threatened, PENDING OR THREATENED (COLLECTIVELYfor all existing and future damages arising out of or in any way associated with this Agreement and the other Loan Documents and the Loan made pursuant hereto and thereto. Loan Agreement – Sxxxxxxx Xxxxxx 0X, “CLAIMS”)Xxxx Xxxx Xxxxxx, FOR ALL EXISTING AND FUTURE DAMAGES AND REMEDIES ARISING OUT OF OR IN ANY WAY ASSOCIATED WITH THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS AND THE LOANS MADE PURSUANT HERETO AND THERETO (NOTWITHSTANDING ANYTHING CONTAINED HEREIN TO THE CONTRARY, IN NO EVENT SHALL THIS WAIVER BE DEEMED TO BE INCLUDE A WAIVER OF ANY CLAIM AGAINST LENDER ARISING DIRECTLY OUT OF LENDER’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, WHETHER ARISING OUT OF TORT OR CONTRACT).Xxxxx 33

Indemnity; Release. Borrower and the each Borrower-Related Parties Party jointly and severally agree agrees to indemnify Lender, upon demand, from and against any and all liabilities, obligations, claims, losses, damages, penalties, fines, actions, judgments, suits, settlements, costs, expenses or disbursements (including reasonable, documented fees of attorneys, accountants, experts and advisors) of any kind or nature whatsoever, now existing (in this section, collectively called “Liabilities and Costs”) to the extent actually imposed on, incurred by, or asserted against Lender in its capacity as lender hereunder growing out of, resulting from or in any other way associated with (a) this Agreement and the other Loan Documents or any of the transactions and events (including the enforcement or defense thereof) at any time associated therewith or contemplated therein, (b) any claim that the Loans Loan evidenced hereby are is contractually usurious, and (c) any use, handling, storage, transportation, or disposal of hazardous or toxic materials on or about the Property Property. The foregoing indemnifications shall apply whether or not such Liabilities and Costs are in any part thereof way or to any real properties owned, managed or operated by Borrower or any Borrower-Related Party. Notwithstanding anything herein extent owned in whole or in part under any other Loan Document to the contraryclaim or theory of strict liability, nothing or are caused in this Section 12.2 shall be deemed to provide for whole or require in part by any Borrower-Related Party not otherwise the Borrower negligent act or Guarantor hereunder to be liable for the repayment of the Debt or performance omission of any of the obligations of Borrower or a Guarantor under the Loan Documents unless expressly set forth herein or therein. THE FOREGOING INDEMNIFICATION SHALL APPLY WHETHER OR NOT SUCH LIABILITIES AND COSTS ARE IN ANY WAY OR TO ANY EXTENT OWED IN WHOLE OR IN PART UNDER ANY CLAIM OR THEORY OF STRICT LIABILITY, OR ARE CAUSED IN WHOLE OR IN PART, BY ANY NEGLIGENT ACT OR OMISSION OF ANY KIND BY LENDERkind by Lender; provided only that Lender shall not be entitled under this Section section to receive indemnification for that portion, if any, of any Liabilities and Costs which is proximately caused by its own individual gross negligence or willful misconduct, as determined in a final judgment. If any Person (including Borrower and the each Borrower-Related PartiesParty) ever alleges such gross negligence or willful misconduct by Lender, the indemnification provided for in this Section section shall nonetheless be paid upon demand, subject to later adjustment or reimbursement, until such time as a court of competent jurisdiction enters a final judgment as to the extent and effect of the alleged gross negligence or willful misconduct. As used in this section, the term “Lender” shall refer not only to the Person designated as such in this Agreement and it successors and assigns but also to each partner, director, officer, attorney, employee, representative and affiliate Affiliate of such Person. FOR GOOD AND VALUABLE CONSIDERATION SET FORTH HEREINFor good and valuable consideration set forth herein, INCLUDING THE PROMISESincluding the promises, AGREEMENTSagreements, COVENANTScovenants, REPRESENTATIONS AND OBLIGATIONS SET FORTH IN THIS AGREEMENT AND THE OTHER LOAN DOCUMENTSrepresentations and obligations set forth in this Agreement and the other Loan Documents, EACH BORROWER AND EACH BORROWERBorrower and each Borrower-RELATED PARTY HEREBY RELEASES AND FOREVER DISCHARGESRelated Party hereby releases and forever discharges, AND COVENANTS NOT TO XXX OR FILE ANY CHARGES OR CLAIMS AGAINSTand covenants not to xxx or file any charges or claims against Lender for any and all existing or future claims, LENDER FOR ANY AND ALL EXISTING OR FUTURE CLAIMSdemands and causes of action, DEMANDS AND CAUSES OF ACTIONin contract or in tort, IN CONTRACT OR IN TORTat law or in equity, AT LAW OR IN EQUITYknown or unknown, KNOWN OR UNKNOWNpending or threatened, PENDING OR THREATENED (COLLECTIVELY, “CLAIMS”), FOR ALL EXISTING AND FUTURE DAMAGES AND REMEDIES ARISING OUT OF OR IN ANY WAY ASSOCIATED WITH THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS AND THE LOANS MADE PURSUANT HERETO AND THERETO (NOTWITHSTANDING ANYTHING CONTAINED HEREIN TO THE CONTRARY, IN NO EVENT SHALL THIS WAIVER BE DEEMED TO BE INCLUDE A WAIVER OF ANY CLAIM AGAINST LENDER ARISING DIRECTLY OUT OF LENDER’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, WHETHER ARISING OUT OF TORT OR CONTRACT)for all existing and future damages arising out of or in any way associated with this Agreement and the other Loan Documents and the Loan made pursuant hereto and thereto.