Common use of Indemnity; Release Clause in Contracts

Indemnity; Release. Borrower and each Borrower-Related Party jointly and 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 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 Loan evidenced hereby is contractually usurious, and (c) any use, handling, storage, transportation, or disposal of hazardous or toxic materials on or about the Property. 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 each Borrower-Related Party) 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 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, Borrower and each Borrower-Related Party hereby releases and forever discharges, and covenants not to sxx 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, 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 each the Borrower-Related Party Parties jointly and severally agrees 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 Loan Loans evidenced hereby is are contractually usurious, and (c) any use, handling, storage, transportation, or disposal of hazardous or toxic materials on or about the Property. provided only that Lender shall not be entitled under this section to receive indemnification for that portionProperty or any part thereof or any real properties owned, if any, of managed or operated by Borrower or 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 each Borrower-Related Party) ever alleges such gross negligence . Notwithstanding anything herein or willful misconduct by Lenderin any other Loan Document to the contrary, the indemnification provided for nothing in this section Section 12.2 shall nonetheless be paid upon demand, subject deemed to later adjustment provide for 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 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, Borrower and each require any Borrower-Related Party hereby releases and forever discharges, and covenants not otherwise the Borrower or Guarantor hereunder to sxx be liable for the repayment of the Debt or file performance of any charges of the obligations of Borrower 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, for all existing and future damages arising out of or in any way associated with this Agreement and a Guarantor under the other Loan Documents and the Loan made pursuant hereto and theretounless 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; 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 each Borrower-Related Party jointly and severally agrees 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 Loan evidenced hereby is contractually usurious, and (c) any use, handling, storage, transportation, or disposal of hazardous or toxic materials on or about the Property. The foregoing indemnifications shall apply whether or not such Liabilities and Costs are in any way or to any extent owned 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; Loan Agreement – Rosehill Reserve Xxxxxx County, Texas 35 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 each Borrower-Related Party) 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 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, Borrower and each Borrower-Related Party hereby releases release and forever dischargesdischarge, and covenants covenant not to sxx 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, 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 each Borrower-Related Party jointly and severally agrees 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 Loan evidenced hereby is contractually usurious, and (c) any use, handling, storage, transportation, or disposal of hazardous or toxic materials on or about the Property. Loan Agreement – Rosehill ReserveHarris County, Texas 35 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 each Borrower-Related Party) 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 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, Borrower and each Borrower-Related Party hereby releases release and forever dischargesdischarge, and covenants covenant not to sxx 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, 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 Each of Borrower, the General Partner and each Borrower-Related Party Millennium, jointly and severally 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 Loan loan evidenced hereby is contractually usurious, and (c) any use, handling, storage, transportation, or disposal of hazardous or toxic materials on or about any Property or any part thereof or any real properties owned, managed or operated by Borrower, Millennium or the PropertyGeneral 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 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 each Borrower-Related PartyMillennium) 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 person designated as such in this Agreement Note but also to each partner, director, officer, attorney, employee, representative and Affiliate 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, Borrower and each Borrower-Related Party hereby releases and forever discharges, and covenants not to sxx 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, 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 thereto13.

Indemnity; Release. Borrower and each Borrower-Related Party jointly and 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 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 Loan evidenced hereby is contractually usurious, and (c) any use, handling, storage, transportation, or disposal of hazardous or toxic materials on or about the Property. The foregoing indemnifications shall apply whether or not such Liabilities and Costs are in any way or to any extent owned 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 each Borrower-Related Party) 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 but also to each partner, director, officer, attorney, employee, representative and Affiliate of such Person. Loan Agreement Xxxxxxxx Creek, Xxxxxx County, Texas 30 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, Borrower and each Borrower-Related Party hereby releases and forever discharges, and covenants not to sxx 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, 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 each Borrower-Related Party jointly and 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 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 Loan evidenced hereby is contractually usurious, and (c) any use, handling, storage, transportation, or disposal of hazardous or toxic materials on or about the Property. 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 each Borrower-Related Party) 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 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, Borrower and each Borrower-Related Party hereby releases and forever discharges, and covenants not to sxx 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, 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.. Loan Agreement Pxxxxxx 000, Xxxxxx Xxxxxx, Xxxxx 00

Indemnity; Release. Borrower and each Borrower-Related Party jointly and 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 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 Loan evidenced hereby is contractually usurious, and (c) any use, handling, storage, transportation, or disposal of hazardous or toxic materials on or about the Property. 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 each Borrower-Related Party) 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 but also to each partner, director, officer, attorney, employee, representative and Affiliate of such Person. Loan Agreement Pxxxxxxx Creek, Dxxxxx County, Texas 30 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, Borrower and each Borrower-Related Party hereby releases and forever discharges, and covenants not to sxx 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, 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 each Borrower-Related Party jointly and 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 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 Loan evidenced hereby is contractually usurious, and (c) any use, handling, storage, transportation, or disposal of hazardous or toxic materials on or about the Property. The foregoing indemnifications shall apply whether or not such Liabilities and Costs are in any way or to any extent owned 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 each Borrower-Related Party) 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 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, Borrower and each Borrower-Related Party hereby releases and forever discharges, and covenants not to sxx 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, 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.. Loan Agreement – Sxxxxxxx Xxxxxx 0X, Xxxx Xxxx Xxxxxx, Xxxxx 33

Indemnity; Release. Borrower and each the Borrower-Related Party Parties jointly and severally agrees 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 Loan Loans evidenced hereby is are contractually usurious, and (c) any use, handling, storage, transportation, or disposal of hazardous or toxic materials on or about the PropertyProperty 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 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 each the Borrower-Related PartyParties) 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, Borrower and each BorrowerEACH BORROWER AND EACH BORROWER-Related Party hereby releases and forever dischargesRELATED PARTY HEREBY RELEASES AND FOREVER DISCHARGES, and covenants not to sxx or file any charges or claims against Lender for any and all existing or future claimsAND COVENANTS NOT TO XXX OR FILE ANY CHARGES OR CLAIMS AGAINST, demands and causes of actionLENDER FOR ANY AND ALL EXISTING OR FUTURE CLAIMS, in contract or in tortDEMANDS AND CAUSES OF ACTION, at law or in equityIN CONTRACT OR IN TORT, known or unknownAT LAW OR IN EQUITY, pending or threatenedKNOWN OR UNKNOWN, 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 theretoPENDING 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 each Borrower-Related Party jointly and 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 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 Loan evidenced hereby is contractually usurious, and (c) any use, handling, storage, transportation, or disposal of hazardous or toxic materials on or about the Property. 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 each Borrower-Related Party) 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 sectionSection, the term “Lender” shall refer not only to the Person designated as such in this Agreement 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, Borrower and each Borrower-Related Party hereby releases and forever discharges, and covenants not to sxx 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, 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 each Borrower-Related Party jointly and 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 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 Loan evidenced hereby is contractually usurious, and (c) any use, handling, storage, transportation, or disposal of hazardous or toxic materials on or about the Property. The foregoing indemnifications shall apply whether or not such Liabilities and Costs are in any way or to any extent owned 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 each Borrower-Related Party) 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 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, Borrower and each Borrower-Related Party hereby releases and forever discharges, and covenants not to sxx 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, 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. Borrowers, the Borrower Principals and each Borrower-Related Party Pxxxxxxx, jointly and severally agrees 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 Loan evidenced hereby is contractually usurious, and (c) any use, handling, storage, transportation, or disposal of hazardous or toxic materials on or about the Propertyany Property or any part thereof or any real properties owned, managed or operated by any Borrower, Pledgor or Borrower Principal. 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 person (including Borrowers, Pledgors and the Borrower and each Borrower-Related PartyPrincipals) ever alleges such gross negligence or willful misconduct by LenderLxxxxx, 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 person designated as such in this Agreement Note but also to each partner, director, officer, attorney, employee, representative and Affiliate 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, Borrower and each Borrower-Related Party hereby releases and forever discharges, and covenants not to sxx 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, 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 theretoperson.

Indemnity; Release. Each of Borrower and each Borrower-Related Party the General Partner, jointly and severally 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 Loan loan evidenced hereby is contractually usurious, and (c) any use, handling, storage, transportation, or disposal of hazardous or toxic materials on or about any Property or any part thereof or any real properties owned, managed or operated by Borrower and the PropertyGeneral Partner. 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 person (including Borrower and each Borrower-Related Partythe General Partner) ever alleges such gross negligence or willful misconduct by LenderXxxxxx, 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 person designated as such in this Agreement Note but also to each partner, director, officer, attorney, employee, representative and Affiliate 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, Borrower and each Borrower-Related Party hereby releases and forever discharges, and covenants not to sxx 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, 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 theretoperson.