Common use of Limitation of Liability; Indemnity Clause in Contracts

Limitation of Liability; Indemnity. The Security Interests are granted as security only and shall not subject the Collateral Agent to, or transfer or in any way affect or modify, any obligation or liability of the Grantor with respect to any of the Collateral or any transaction in connection therewith. The Collateral Agent, each of the other Secured Parties and any successor or assign thereof are hereby absolved from all liability for failure to collect against the Grantor and from all other responsibility in connection therewith, except the responsibility of each to account (by application upon the Secured Obligations or otherwise) to the Grantor for payments actually received. The Grantor agrees to indemnify and hold harmless the Collateral Agent and the Trustee against any and all liabilities, actions, claims, judgments, costs, charges and attorneys’ fees by reason of any third party claim to the Collateral, and the Collateral Agent shall have the right to defend against any such third party claims or actions, employing attorneys of the Collateral Agent’s own selection and if not furnished with indemnity satisfactory to them, the Collateral Agent shall have the right to compromise and adjust any such claims, actions and judgments, and in addition to the rights to be indemnified as herein provided, all amounts paid by the Collateral Agent in compromise, satisfaction or discharge of any such claims, actions or judgments, and all court costs, attorneys’ fees and other expenses of every character expended by the Collateral Agent pursuant to the provisions of this Section 2.3 shall be a demand obligation (which obligation the Grantor hereby expressly promises to pay) owing by the Grantor and shall be a part of the Secured Obligations. The Grantor agrees to pay, indemnify, and hold the Collateral Agent and the Trustee harmless from and against any and all other liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever with respect to the execution, delivery, enforcement, performance and administration of this Agreement and the other Note Documents. WITHOUT LIMITATION, IT IS THE INTENTION OF GRANTOR AND GRANTOR AGREES THAT THE FOREGOING RELEASES AND INDEMNITIES SHALL APPLY TO EACH INDEMNIFIED PARTY WITH RESPECT TO ALL CLAIMS, DEMANDS, LIABILITIES, LOSSES, DAMAGES (INCLUDING WITHOUT LIMITATION CONSEQUENTIAL DAMAGES, CAUSES OF ACTION, JUDGMENTS, PENALTIES, COSTS AND EXPENSES AND FURTHER INCLUDING WITHOUT LIMITATION REASONABLE ATTORNEYS’ FEES AND EXPENSES, WHICH IN WHOLE OR IN PART ARE CAUSED BY OR ARISE OUT OF STRICT LIABILITY OR OUT OF THE NEGLIGENCE OF SUCH (AND/OR ANY OTHER) INDEMNIFIED PARTY. However, such indemnities and releases shall not apply to any particular indemnified party (but shall apply to the other indemnified parties) to the extent the subject of the indemnification is caused by or arises out of the gross negligence or willful misconduct of such particular indemnified party.

Limitation of Liability; Indemnity. The Security Interests are granted as security only and Mandals liability on any claim for loss or damage arising out of any transactions under this Agreement or from the performance or breach thereof or connected with any goods or services supplied hereunder, or the sale, resale, operation or use of goods, whether based on agreement, warranty, tort (including negligence) or other grounds, shall not subject exceed the Collateral Agent toprice allocable to such goods or services or part thereof involved in the claim, regardless of cause or transfer or in any way affect or modify, any obligation or liability fault. Purchaser’s remedies are limited to the return of non-conforming goods and repayment of the Grantor with respect to any of the Collateral price or any transaction in connection therewith. The Collateral Agent, each of the other Secured Parties and any successor or assign thereof are hereby absolved from all liability for failure to collect against the Grantor and from all other responsibility in connection therewith, except the responsibility of each to account (by application upon the Secured Obligations or otherwise) to the Grantor for payments actually received. The Grantor agrees to indemnify repair and hold harmless the Collateral Agent and the Trustee against any and all liabilitiesreplacement of non-conforming goods, actions, claims, judgments, costs, charges and attorneys’ fees by reason of any third party claim to the Collateral, and the Collateral Agent shall have the right to defend against any such third party claims or actions, employing attorneys of the Collateral Agent’s own selection and if not furnished with indemnity satisfactory to them, the Collateral Agent shall have the right to compromise and adjust any such claims, actions and judgments, and in addition to the rights to be indemnified as herein provided, all amounts paid by the Collateral Agent in compromise, satisfaction or discharge of any such claims, actions or judgments, and all court costs, attorneys’ fees and other expenses of every character expended by the Collateral Agent pursuant subject to the provisions of this Section 2.3 shall be paragraph 6. This limitation of liability and remedies reflects a demand obligation (which obligation deliberate and bargained-for allocation of risks between MANDALS and Purchaser and constitutes the Grantor hereby expressly promises to pay) owing by the Grantor and shall be a part basis of the Secured Obligationsparties’ bargain, without which MANDALS would not have agreed to the price or terms of this transaction. The Grantor MANDALS SHALL NOT IN ANY EVENT BE LIABLE WHETHER AS A RESULT OF BREACH OF AGREEMENT, WARRANTY, TORT (INCLUDING NEGLIGENCE) OR OTHER GROUNDS FOR INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES INCLUDING, BUT NOT LIMITED TO, LOSS OF PROFITS OR REVENUE, LOSS OF USE OF GOODS OR ASSOCIATED PRODUCTS, BUSINESS INTERRUPTION, COST OF CAPITAL, COST OF SUBSTITUTE GOODS, FACILITIES OR SERVICES, DOWNTIME COSTS, OR CLAIMS OF CUSTOMERS OF PURCHASER FOR SUCH DAMAGE. In addition, if MANDALS furnishes Purchaser with advice or other assistance regarding any goods or services supplied hereunder, or any system or equipment in which any such goods may be installed, and which is not required pursuant to this transaction, the furnishing of the advice or assistance will not subject MANDALS to any liability, whether based on agreement, warranty, tort (including negligence) or other grounds. In the event Purchaser modifies MANDALS goods or incorporates MANDALS goods into another product or component part, Purchaser agrees to pay, indemnify, hold harmless and hold the Collateral Agent and the Trustee harmless indemnify MANDALS from and against any and all other claims, liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, costs and expenses (including reasonable attorneys’ fees) involving personal injury or disbursements property damage. Purchaser also agrees to hold harmless and indemnify MANDALS from any patent or other intellectual property claims related to (i) any MANDALS goods made in accordance with Purchaser’s designs or specifications; or (ii) the use of any kind drawings provided to MANDALS by Purchaser for use in the manufacture, production or nature whatsoever with respect to the execution, delivery, enforcement, performance and administration of this Agreement and the other Note Documents. WITHOUT LIMITATION, IT IS THE INTENTION OF GRANTOR AND GRANTOR AGREES THAT THE FOREGOING RELEASES AND INDEMNITIES SHALL APPLY TO EACH INDEMNIFIED PARTY WITH RESPECT TO ALL CLAIMS, DEMANDS, LIABILITIES, LOSSES, DAMAGES (INCLUDING WITHOUT LIMITATION CONSEQUENTIAL DAMAGES, CAUSES OF ACTION, JUDGMENTS, PENALTIES, COSTS AND EXPENSES AND FURTHER INCLUDING WITHOUT LIMITATION REASONABLE ATTORNEYS’ FEES AND EXPENSES, WHICH IN WHOLE OR IN PART ARE CAUSED BY OR ARISE OUT OF STRICT LIABILITY OR OUT OF THE NEGLIGENCE OF SUCH (AND/OR ANY OTHER) INDEMNIFIED PARTY. However, such indemnities and releases shall not apply to any particular indemnified party (but shall apply to the other indemnified parties) to the extent the subject of the indemnification is caused by or arises out of the gross negligence or willful misconduct assembly of such particular indemnified partygoods.

Limitation of Liability; Indemnity. The Security Interests are granted as security only and Xxxxxx’x liability on any claim for loss or damage arising out of any transactions under this Agreement or from the performance or breach thereof or connected with any goods or services supplied hereunder, or the sale, resale, operation or use of goods, whether based on agreement, warranty, tort (including negligence) or other grounds or theory of liability, shall not exceed the price allocable to such goods or services or part thereof involved in the claim, regardless of cause or fault. Purchaser’s remedies are limited to the return of non- conforming goods and repayment of the price or to the repair and replacement of non-conforming goods, subject to the Collateral Agent toprovisions of Section 7. This limitation of liability and remedies reflects a deliberate and bargained-for allocation of risks between Xxxxxx and Purchaser and constitutes the basis of the parties’ bargain, without which Xxxxxx would not have agreed to the price or terms of this transaction. XXXXXX SHALL NOT IN ANY EVENT BE LIABLE WHETHER AS A RESULT OF BREACH OF AGREEMENT, WARRANTY, TORT (INCLUDING NEGLIGENCE) OR OTHER GROUNDS FOR INCIDENTAL, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES INCLUDING, BUT NOT LIMITED TO, LOSS OF PROFITS OR REVENUE, LOSS OF USE OF GOODS OR ASSOCIATED PRODUCTS, LOSS OF GOODWILL, BUSINESS INTERRUPTION, COST OF CAPITAL, COST OF SUBSTITUTE GOODS, FACILITIES OR SERVICES, DOWNTIME COSTS, OR CLAIMS OF CUSTOMERS OF PURCHASER FOR SUCH DAMAGE. In addition, if Xxxxxx furnishes Purchaser with advice or other assistance regarding any goods or services supplied hereunder, or transfer any system or equipment in which any way affect or modifysuch goods may be installed, any obligation or liability and which is not required pursuant to this transaction, the furnishing of the Grantor with respect advice or assistance will not subject Xxxxxx to any of liability, whether based on agreement, warranty, tort (including negligence) or other grounds. In the Collateral event Purchaser modifies Xxxxxx goods or any transaction in connection therewith. The Collateral Agentincorporates Xxxxxx goods into another product or component part, each of the other Secured Parties and any successor or assign thereof are hereby absolved from all liability for failure to collect against the Grantor and from all other responsibility in connection therewith, except the responsibility of each to account (by application upon the Secured Obligations or otherwise) to the Grantor for payments actually received. The Grantor Purchaser agrees to hold harmless, fully defend and indemnify Xxxxxx, including its directors, officers, employees, agents and hold harmless the Collateral Agent and the Trustee against representatives (collectively “Xxxxxx Indemnitees”) from any and all claims, liabilities, actionslosses, claimspenalties, judgmentsinterest, costs, charges damages and attorneys’ fees by reason of any third party claim to the Collateral, and the Collateral Agent shall have the right to defend against any such third party claims or actions, employing attorneys of the Collateral Agent’s own selection and if not furnished with indemnity satisfactory to them, the Collateral Agent shall have the right to compromise and adjust any such claims, actions and judgments, and in addition to the rights to be indemnified as herein provided, all amounts paid by the Collateral Agent in compromise, satisfaction or discharge of any such claims, actions or judgments, and all court costs, expenses (including attorneys’ fees and other expenses of every character expended by the Collateral Agent pursuant to the provisions of this Section 2.3 shall be a demand obligation (which obligation the Grantor hereby expressly promises to paylitigation costs) owing by the Grantor and shall be a part of the Secured Obligationsinvolving personal injury or property damage. The Grantor Purchaser also agrees to payhold harmless, indemnify, fully defend and hold indemnify the Collateral Agent and the Trustee harmless Xxxxxx Indemnitees from and against any and all patent or other liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses intellectual property claims related to (i) any Xxxxxx goods made in accordance with Purchaser’s designs or disbursements specifications; (ii) the use of any kind drawings provided to Xxxxxx by Purchaser for use in the manufacture, production or nature whatsoever with respect to the execution, delivery, enforcement, performance and administration of this Agreement and the other Note Documents. WITHOUT LIMITATION, IT IS THE INTENTION OF GRANTOR AND GRANTOR AGREES THAT THE FOREGOING RELEASES AND INDEMNITIES SHALL APPLY TO EACH INDEMNIFIED PARTY WITH RESPECT TO ALL CLAIMS, DEMANDS, LIABILITIES, LOSSES, DAMAGES (INCLUDING WITHOUT LIMITATION CONSEQUENTIAL DAMAGES, CAUSES OF ACTION, JUDGMENTS, PENALTIES, COSTS AND EXPENSES AND FURTHER INCLUDING WITHOUT LIMITATION REASONABLE ATTORNEYS’ FEES AND EXPENSES, WHICH IN WHOLE OR IN PART ARE CAUSED BY OR ARISE OUT OF STRICT LIABILITY OR OUT OF THE NEGLIGENCE OF SUCH (AND/OR ANY OTHER) INDEMNIFIED PARTY. However, such indemnities and releases shall not apply to any particular indemnified party (but shall apply to the other indemnified parties) to the extent the subject of the indemnification is caused by or arises out of the gross negligence or willful misconduct assembly of such particular indemnified partygoods; or (iii) Purchaser’s modification of Xxxxxx goods or Purchaser’s combination of Xxxxxx goods with another product, which in either case was not previously authorized by Xxxxxx.

Limitation of Liability; Indemnity. The Security Interests are granted as security only and shall not subject the Collateral Agent to, or transfer or in any way affect or modify, any obligation or liability of the Grantor Issuer with respect to any of the Collateral or any transaction in connection therewith. The Collateral Agent, each of the other Secured Parties and any successor or assign thereof are hereby absolved from all liability for failure to collect against the Grantor Issuer and from all other responsibility in connection therewith, except the responsibility of each to account (by application upon the Secured Obligations or otherwise) to the Grantor Issuer for payments actually received. The Grantor Issuer agrees to indemnify and hold harmless the Collateral Agent and the Trustee against any and all liabilities, actions, claims, judgments, costs, charges and attorneys’ fees by reason of any third party claim to the Collateral, and the Collateral Agent shall have the right to defend against any such third party claims or actions, employing attorneys of the Collateral Agent’s own selection and if not furnished with indemnity satisfactory to them, the Collateral Agent shall have the right to compromise and adjust any such claims, actions and judgments, and in addition to the rights to be indemnified as herein provided, all amounts paid by the Collateral Agent in compromise, satisfaction or discharge of any such claims, actions or judgments, and all court costs, attorneys’ fees and other expenses of every character expended by the Collateral Agent pursuant to the provisions of this Section 2.3 2.2 shall be a demand obligation (which obligation the Grantor Issuer hereby expressly promises to pay) owing by the Grantor Issuer and shall be a part of the Secured Obligations. The Grantor Issuer agrees to pay, indemnify, and hold the Collateral Agent and the Trustee harmless from and against any and all other liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever with respect to the execution, delivery, enforcement, performance and administration of this Agreement and the other Note Documents. WITHOUT LIMITATION, IT IS THE INTENTION OF GRANTOR ISSUER AND GRANTOR ISSUER AGREES THAT THE FOREGOING RELEASES AND INDEMNITIES SHALL APPLY TO EACH INDEMNIFIED PARTY WITH RESPECT TO ALL CLAIMS, DEMANDS, LIABILITIES, LOSSES, DAMAGES (INCLUDING WITHOUT LIMITATION CONSEQUENTIAL DAMAGES, CAUSES OF ACTION, JUDGMENTS, PENALTIES, COSTS AND EXPENSES AND FURTHER INCLUDING WITHOUT LIMITATION REASONABLE ATTORNEYS’ FEES AND EXPENSES, WHICH IN WHOLE OR IN PART ARE CAUSED BY OR ARISE OUT OF STRICT LIABILITY OR OUT OF THE NEGLIGENCE OF SUCH (AND/OR ANY OTHER) INDEMNIFIED PARTY. However, such indemnities and releases shall not apply to any particular indemnified party (but shall apply to the other indemnified parties) to the extent the subject of the indemnification is caused by or arises out of the gross negligence or willful misconduct of such particular indemnified party.

Limitation of Liability; Indemnity. The Security Interests are granted as security only and shall not subject the Collateral Agent toTO THE FULL EXTENT OF THE LAWS OF THE PROVINCE OR STATE AND COUNTRY BY WHICH THE RECIPIENT IS GOVERNED, or transfer or in any way affect or modifyTHE RECIPIENT ASSUMES ALL LIABILITY FOR DAMAGES, any obligation or liability of the Grantor with respect to any of the Collateral or any transaction in connection therewithWHICH MAY ARISE FROM RECIPIENT’S ACCEPTANCE, USE, HANDLING, STORAGE AND/OR DISPOSAL OF THE MATERIAL AND IN RESPECT OF ALL MATTERS ASSOCIATED WITH THE RESEARCH RESULTS ARISING FROM THE USE OF THE MATERIAL OR IN RESPECT OF ANY MODIFICATIONS. The Collateral AgentTHE PROVIDER WILL NOT BE LIABLE TO THE RECIPIENT FOR ANY LOSS, each of the other Secured Parties and any successor or assign thereof are hereby absolved from all liability for failure to collect against the Grantor and from all other responsibility in connection therewithCLAIM OR DEMAND MADE BY THE RECIPIENT, except the responsibility of each to account OR MADE AGAINST THE RECIPIENT BY ANY OTHER PARTY, DUE TO OR ARISING FROM THE USE OF THE MATERIAL BY THE RECIPIENT, EXCEPT WHEN CAUSED BY THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF THE PROVIDER. THE RECIPIENT AGREES TO INDEMNIFY, DEFEND AND HOLD HARMLESS THE PROVIDER AND THEIR DIRECTORS, OFFICERS, EMPLOYEES, STUDENTS, AND REPRESENTATIVES AGAINST ALL LIABILITY, DAMAGES, EXPENSES (by application upon the Secured Obligations or otherwise) to the Grantor for payments actually received. The Grantor agrees to indemnify and hold harmless the Collateral Agent and the Trustee against any and all liabilitiesINCLUDING WITHOUT LIMITATION LEGAL EXPENSES), actions, claims, judgments, costs, charges and attorneys’ fees by reason of any third party claim to the Collateral, and the Collateral Agent shall have the right to defend against any such third party claims or actions, employing attorneys of the Collateral Agent’s own selection and if not furnished with indemnity satisfactory to them, the Collateral Agent shall have the right to compromise and adjust any such claims, actions and judgments, and in addition to the rights to be indemnified as herein provided, all amounts paid by the Collateral Agent in compromise, satisfaction or discharge of any such claims, actions or judgments, and all court costs, attorneys’ fees and other expenses of every character expended by the Collateral Agent pursuant to the provisions of this Section 2.3 shall be a demand obligation (which obligation the Grantor hereby expressly promises to pay) owing by the Grantor and shall be a part of the Secured Obligations. The Grantor agrees to pay, indemnify, and hold the Collateral Agent and the Trustee harmless from and against any and all other liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever with respect to the execution, delivery, enforcement, performance and administration of this Agreement and the other Note Documents. WITHOUT LIMITATION, IT IS THE INTENTION OF GRANTOR AND GRANTOR AGREES THAT THE FOREGOING RELEASES AND INDEMNITIES SHALL APPLY TO EACH INDEMNIFIED PARTY WITH RESPECT TO ALL CLAIMS, DEMANDS, LIABILITIESJUDGEMENTS, LOSSESAWARDS OR OTHER LOSSES BASED UPON OR ARISING FROM THE RECIPIENT’S ACCEPTANCE, DAMAGES (INCLUDING WITHOUT LIMITATION CONSEQUENTIAL DAMAGESUSE, CAUSES OF ACTIONHANDLING, JUDGMENTS, PENALTIES, COSTS AND EXPENSES AND FURTHER INCLUDING WITHOUT LIMITATION REASONABLE ATTORNEYS’ FEES AND EXPENSES, WHICH IN WHOLE OR IN PART ARE CAUSED BY OR ARISE OUT OF STRICT LIABILITY OR OUT OF THE NEGLIGENCE OF SUCH (STORAGE AND/OR DISPOSAL OF THE MATERIAL AND IN RESPECT OF ALL MATTERS ASSOCIATED WITH THE RESEARCH RESULTS ARISING FROM THE USE OF THE MATERIAL OR IN RESPECT OF ANY OTHERMODIFICATIONS. TERM & TERMINATION This Agreement will terminate on the earliest of the following dates: when the Material becomes generally and unconditionally available from third parties, for example, though reagent catalogues or public depositories; on completion of RECIPIENT's Research Project; on thirty (30) INDEMNIFIED PARTY. However, such indemnities and releases shall not apply to any particular indemnified days written notice by either party (but shall apply to the other indemnified parties) other; if RECIPIENT materially breaches the Agreement, immediately upon written notice from PROVIDER to RECIPIENT of RECIPIENT’s breach of this Agreement; or the extent date indicated as the subject maximum term at the beginning of this Agreement. Other than termination for causes such as an imminent health risk, alleged patent infringement or breach of this agreement by RECIPIENT, upon request from RECIPIENT, PROVIDER may defer the effective date of termination for a period of up to one year, to permit completion of research in progress. Upon the effective date of termination, or if requested, the deferred effective date of termination, RECIPIENT will discontinue its use of the indemnification is caused by Material and will, upon direction of PROVIDER, return or arises out of the gross negligence or willful misconduct of such particular indemnified partydestroy any remaining Material.

Limitation of Liability; Indemnity. The Security Interests are granted as security only and Mandals liability on any claim for loss or damage arising out of any transactions under this Agreement or from the performance or breach thereof or connected with any goods or services supplied hereunder, or the sale, resale, operation or use of goods, whether based on agreement, warranty, tort (including negligence) or other grounds, shall not subject exceed the Collateral Agent toprice allocable to such goods or services or part thereof involved in the claim, regardless of cause or transfer or in any way affect or modify, any obligation or liability fault. Purchaser’s remedies are limited to the return of non-conforming goods and repayment of the Grantor with respect to any of the Collateral price or any transaction in connection therewith. The Collateral Agent, each of the other Secured Parties and any successor or assign thereof are hereby absolved from all liability for failure to collect against the Grantor and from all other responsibility in connection therewith, except the responsibility of each to account (by application upon the Secured Obligations or otherwise) to the Grantor for payments actually received. The Grantor agrees to indemnify repair and hold harmless the Collateral Agent and the Trustee against any and all liabilitiesreplacement of non-conforming goods, actions, claims, judgments, costs, charges and attorneys’ fees by reason of any third party claim to the Collateral, and the Collateral Agent shall have the right to defend against any such third party claims or actions, employing attorneys of the Collateral Agent’s own selection and if not furnished with indemnity satisfactory to them, the Collateral Agent shall have the right to compromise and adjust any such claims, actions and judgments, and in addition to the rights to be indemnified as herein provided, all amounts paid by the Collateral Agent in compromise, satisfaction or discharge of any such claims, actions or judgments, and all court costs, attorneys’ fees and other expenses of every character expended by the Collateral Agent pursuant subject to the provisions of this Section 2.3 shall be paragraph 6. This limitation of liability and remedies reflects a demand obligation (which obligation deliberate and bargained-for allocation of risks between MANDALS and Purchaser and constitutes the Grantor hereby expressly promises to pay) owing by the Grantor and shall be a part basis of the Secured Obligationsparties’ bargain, without which MANDALS would not have agreed to the price or terms of this transaction. The Grantor MANDALS SHALL NOT IN ANY EVENT BE LIABLE WHETHER AS A RESULT OF BREACH OF AGREEMENT, WARRANTY, TORT (INCLUDING NEGLIGENCE) OR OTHER GROUNDS FOR INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES INCLUDING, BUT NOT LIMITED TO, LOSS OF PROFITS OR REVENUE, LOSS OF USE OF GOODS OR ASSOCIATED PRODUCTS, BUSINESS INTERRUPTION, COST OF CAPITAL, COST OF SUBSTITUTE GOODS, FACILITIES OR SERVICES, DOWNTIME COSTS, OR CLAIMS OF CUSTOMERS OF PURCHASER FOR SUCH DAMAGE. In addition, if MANDALS furnishes Purchaser with advice or other assistance regarding any goods or services supplied hereunder, or any system or equipment in which any such goods may be installed, and which is not required pursuant to this transaction, the furnishing of the advice or assistance will not subject MANDALS to any liability, whether based on agreement, warranty, tort (including negligence) or other grounds. In the event Purchaser modifies MANDALS goods or incorporates MANDALS goods into another product or component part, Purchaser agrees to pay, indemnify, hold harmless and hold the Collateral Agent and the Trustee harmless indemnify MANDALS from and against any and all other claims, liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, costs and expenses (including reasonable attorneys’ fees) involving personal injury or disbursements property damage. Xxxxxxxxx also agrees to hold harmless and indemnify MANDALS from any patent or other intellectual property claims related to (i) any MANDALS goods made in accordance with Purchaser’s designs or specifications; or (ii) the use of any kind drawings provided to MANDALS by Purchaser for use in the manufacture, production or nature whatsoever assembly of such goods. Mandals supplied goods must be used with respect to the execution, delivery, enforcement, performance secondary safety equipment on all applications and administration of this Agreement and the other Note Documents. WITHOUT LIMITATION, IT IS THE INTENTION OF GRANTOR AND GRANTOR AGREES THAT THE FOREGOING RELEASES AND INDEMNITIES SHALL APPLY TO EACH INDEMNIFIED PARTY WITH RESPECT TO ALL CLAIMS, DEMANDS, LIABILITIES, LOSSES, DAMAGES (INCLUDING WITHOUT LIMITATION CONSEQUENTIAL DAMAGES, CAUSES OF ACTION, JUDGMENTS, PENALTIES, COSTS AND EXPENSES AND FURTHER INCLUDING WITHOUT LIMITATION REASONABLE ATTORNEYS’ FEES AND EXPENSES, WHICH IN WHOLE OR IN PART ARE CAUSED BY OR ARISE OUT OF STRICT LIABILITY OR OUT OF THE NEGLIGENCE OF SUCH (AND/OR ANY OTHER) INDEMNIFIED PARTY. Howeverduring operation, such indemnities as whip checks, safety socks, verification of coupling mounting and releases shall torque. On all medium compressed hoses, a proof test to 1.5xWP, and use of whip checks or similar methods of restraining movement in the event of coupling error, is mandatory. Mandals is not apply in any way responsible for press fit coupling assembly performed by others. Any procedures distributed by Mandals is made for internal use by Mandals to any particular indemnified party (but shall apply to the other indemnified parties) to the extent the subject assemble press-fit couplings and are only valid for machines used by Mandals. These procedures must be regarded as guidelines only, and all customers and entities performing press-fit assembly of the indemnification is caused by or arises out of the gross negligence or willful misconduct of such particular indemnified partycouplings must validate their own procedures and press-fit measurements.

Limitation of Liability; Indemnity. The Security Interests are granted as security only and Xxxxxx'x liability on any claim for loss or damage arising out of any transactions under this Contract or from the performance or breach thereof or connected with any goods or services supplied hereunder, or the sale, resale, operation or use of goods, whether based on contract, warranty, tort (including negligence) or other grounds, shall not exceed the price allocable to such goods or services or part thereof involved in the claim, regardless of cause or fault. Purchaser’s remedies are limited to the replacement or repair of any defective good, subject to the Collateral Agent toterms of Section 6. This limitation of liability and remedies reflects a deliberate and bargained-for allocation of risks between Xxxxxx and Purchaser and constitutes the basis of the parties' bargain, without which Xxxxxx would not have agreed to the price or terms of this transaction. Xxxxxx shall not, under any circumstances, be liable for any labor charges without its prior written consent. XXXXXX SHALL NOT IN ANY EVENT BE LIABLE WHETHER AS A RESULT OF BREACH OF CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE) OR OTHER GROUNDS FOR INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES INCLUDING, BUT NOT LIMITED TO, LOSS OF PROFITS OR REVENUE, LOSS OF USE OF GOODS OR ASSOCIATED PRODUCTS, BUSINESS INTERRUPTION, COST OF CAPITAL, COST OF SUBSTITUTE GOODS, FACILITIES OR SERVICES, DOWNTIME COSTS, OR CLAIMS OF CUSTOMERS OF PURCHASER FOR SUCH DAMAGE. In addition, if Xxxxxx furnishes Purchaser with advice or other assistance regarding any goods or services supplied hereunder, or transfer any system or equipment in which any way affect or modifysuch goods may be installed, any obligation or liability and which is not required pursuant to this transaction, the furnishing of the Grantor with respect advice or assistance will not subject Xxxxxx to any of liability, whether based on contract, warranty, tort (including negligence) or other grounds. In the Collateral event Purchaser modifies Xxxxxx goods or any transaction in connection therewith. The Collateral Agentincorporates Xxxxxx goods into another product or component part, each of the other Secured Parties and any successor or assign thereof are hereby absolved from all liability for failure to collect against the Grantor and from all other responsibility in connection therewith, except the responsibility of each to account (by application upon the Secured Obligations or otherwise) to the Grantor for payments actually received. The Grantor Purchaser agrees to indemnify and hold harmless the Collateral Agent and the Trustee against indemnify Xxxxxx from any and all liabilities, actions, claims, judgments, costs, charges and attorneys’ fees by reason of any third party claim to the Collateral, and the Collateral Agent shall have the right to defend against any such third party claims or actions, employing attorneys of the Collateral Agent’s own selection and if not furnished with indemnity satisfactory to them, the Collateral Agent shall have the right to compromise and adjust any such claims, actions and judgments, and in addition to the rights to be indemnified as herein provided, all amounts paid by the Collateral Agent in compromise, satisfaction or discharge of any such claims, actions or judgments, and all court costs, attorneys’ fees and other expenses of every character expended by the Collateral Agent pursuant to the provisions of this Section 2.3 shall be a demand obligation (which obligation the Grantor hereby expressly promises to pay) owing by the Grantor and shall be a part of the Secured Obligations. The Grantor agrees to pay, indemnify, and hold the Collateral Agent and the Trustee harmless from and against any and all other liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, costs and expenses (including reasonable attorneys' fees) involving personal injury or disbursements property damage. Purchaser also agrees to hold harmless and indemnify Xxxxxx from any patent or other intellectual property claims related to (a) any goods made in accordance with Purchaser's designs or specifications; or (b) the use of any kind drawings provided to Xxxxxx by Purchaser for use in the manufacture, production or nature whatsoever with respect to the execution, delivery, enforcement, performance and administration of this Agreement and the other Note Documents. WITHOUT LIMITATION, IT IS THE INTENTION OF GRANTOR AND GRANTOR AGREES THAT THE FOREGOING RELEASES AND INDEMNITIES SHALL APPLY TO EACH INDEMNIFIED PARTY WITH RESPECT TO ALL CLAIMS, DEMANDS, LIABILITIES, LOSSES, DAMAGES (INCLUDING WITHOUT LIMITATION CONSEQUENTIAL DAMAGES, CAUSES OF ACTION, JUDGMENTS, PENALTIES, COSTS AND EXPENSES AND FURTHER INCLUDING WITHOUT LIMITATION REASONABLE ATTORNEYS’ FEES AND EXPENSES, WHICH IN WHOLE OR IN PART ARE CAUSED BY OR ARISE OUT OF STRICT LIABILITY OR OUT OF THE NEGLIGENCE OF SUCH (AND/OR ANY OTHER) INDEMNIFIED PARTY. However, such indemnities and releases shall not apply to any particular indemnified party (but shall apply to the other indemnified parties) to the extent the subject of the indemnification is caused by or arises out of the gross negligence or willful misconduct assembly of such particular indemnified partygoods.

Limitation of Liability; Indemnity. The Security Interests a) NGPL ACKNOWLEDGES, UNDERSTANDS AND ACCEPTS THAT (i) ENRON MAKES NO WARRANTY WHATSOEVER TO NGPL AS TO ENRONONLINE, OR THE RESULTS OF NGPL’S USE OF ENRONONLINE , EXPRESS OR IMPLIED, AND (ii) ENRONONLINE IS PROVIDED BY ENRON ON AN <"AS IS">“AS IS” BASIS AT NGPL’S SOLE RISK AND ENRON EXPRESSLY DISCLAIMS ANY IMPLIED WARRANTIES OF SATISFACTORY QUALITY OR FITNESS FOR A PARTICULAR PURPOSE. <i)> b) WITHOUT LIMITATION OF THE FOREGOING, NGPL ACKNOWLEDGES, UNDERSTANDS AND ACCEPTS THAT, EXCEPT AS EXPRESSLY SET FORTH HEREIN, THE SOFTWARE AND THE <LICENCE> LICENSE FOR USE GRANTED HEREUNDER IS DELIVERED AND CONVEYED “AS-IS” AND WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR FUNCTIONABILITY, AND ENRON HEREBY DISCLAIMS ANY AND ALL WARRANTIES NOT EXPRESSLY SET FORTH HEREIN. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, NGPL ACCEPTS SOLE RESPONSIBILITY FOR ANY COMPATIBILITY PROBLEMS BETWEEN ANY LICENSED SOFTWARE AND ANY OTHER SOFTWARE, HARDWARE OR OTHER DEVICE. <11. LIMITATION OF LIABILITY; INDEMNITY.> c) Enron may provide links through EnronOnline to certain internet sites sponsored and maintained by third parties. Such sites are granted publicly available and Enron is providing access to such links through EnronOnline solely as security only and shall not subject a convenience to NGPL. Enron makes no representations or warranties concerning the Collateral Agent to, or transfer or in any way affect or modify, any obligation or liability content of the Grantor with respect to any of the Collateral or any transaction in connection therewith. The Collateral Agent, each of the other Secured Parties and any successor or assign thereof are hereby absolved from all liability for failure to collect against the Grantor and from all other responsibility in connection therewith, except the responsibility of each to account (by application upon the Secured Obligations or otherwise) to the Grantor for payments actually received. The Grantor agrees to indemnify and hold harmless the Collateral Agent such sites and the Trustee against fact that access to such sites is provided does not constitute any endorsement, authorization or sponsorship of such sites or their sponsors by Enron nor is there any affiliation between Enron and all liabilitiessuch sponsors and such sponsors do not endorse, actionsauthorize or sponsor EnronOnline. NGPL understands and agrees that it will use or rely on such sites solely at its own risk and that Enron does not grant NGPL any rights in respect of such sites. <a)> d) ENRON AND ITS DIRECTORS, claimsOFFICERS, judgmentsEMPLOYEES AND AGENTS, costsSHALL HAVE NO LIABILITY, charges and attorneys’ fees by reason of any third party claim to the CollateralCONTINGENT OR OTHERWISE, and the Collateral Agent shall have the right to defend against any such third party claims or actionsTO NGPL OR TO THIRD PARTIES, employing attorneys of the Collateral Agent’s own selection and if not furnished with indemnity satisfactory to themFOR THE ACCURACY, the Collateral Agent shall have the right to compromise and adjust any such claimsTIMELINESS, actions and judgmentsCOMPLETENESS, and in addition to the rights to be indemnified as herein providedRELIABILITY, all amounts paid by the Collateral Agent in compromisePERFORMANCE OR CONTINUED AVAILABILITY OF ENRONONLINE OR FOR DELAYS OR OMISSIONS THEREIN. IN NO EVENT WILL ENRON BE LIABLE FOR ANY SPECIAL, satisfaction or discharge of any such claimsINDIRECT, actions or judgmentsINCIDENTAL, and all court costsPUNITIVE OR CONSEQUENTIAL DAMAGES (INCLUDING, attorneys’ fees and other expenses of every character expended by the Collateral Agent pursuant to the provisions of this Section 2.3 shall be a demand obligation (which obligation the Grantor hereby expressly promises to pay) owing by the Grantor and shall be a part of the Secured Obligations. The Grantor agrees to pay, indemnify, and hold the Collateral Agent and the Trustee harmless from and against any and all other liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever with respect to the execution, delivery, enforcement, performance and administration of this Agreement and the other Note Documents. WITHOUT LIMITATION, IT IS LOSS OF BUSINESS, LOSS OF PROFIT, LOSS OR CORRUPTION OF DATA, LOSS OF GOODWILL OR REPUTATION OR WASTED MANAGEMENT TIME) WHICH MAY BE INCURRED OR EXPERIENCED ON ACCOUNT OF NGPL’S ENTERING INTO THIS AGREEMENT OR USING OR RELYING ON ENRONONLINE OR ANY INFORMATION ON IT, OR AS A RESULT OF <SERVIES> SERVICES PROVIDED BY ENRON TO NGPL, EVEN IF ENRON HAS BEEN ADVISED OF THE INTENTION POSSIBILITY OF GRANTOR SUCH DAMAGES. ANY LIMITATIONS OR RESTRICTIONS ON THE LIABILITY OF EITHER PARTY IN THIS AGREEMENT SHALL ONLY APPLY TO THE EXTENT PERMITTED BY APPLICABLE LAW. <b)> e) NGPL ACKNOWLEDGES, UNDERSTANDS AND GRANTOR AGREES THAT IF ANY OF THE FOREGOING RELEASES AND INDEMNITIES LIMITATIONS OF LIABILITY SET FORTH IN <SECTION 11(a)> SECTIONS 12(a) - (d) OR ELSEWHERE IN THIS AGREEMENT OR ANY LIMITED REMEDY IS HELD TO BE UNENFORCEABLE, OR IN THE ABSENCE OF A LIMITED REMEDY OR LIMITATION OF LIABILITY, THE LIABILITY OF ENRON TO NGPL FOR DAMAGES OR ALLEGED DAMAGES, WHETHER IN CONTRACT (INCLUDING BREACH OF WARRANTY), TORT (INCLUDING STRICT LIABILITY), INTELLECTUAL PROPERTY INFRINGEMENT, INDEMNITY OR OTHERWISE, RELATED TO THIS AGREEMENT SHALL NOT EXCEED THE AMOUNTS RECEIVED BY ENRON FROM NGPL HEREUNDER DURING THE TWELVE MONTHS PRECEDING THE ACTS GIVING RISE TO THE DAMAGES; PROVIDED, THAT SUCH DOLLAR LIMITATION SHALL NOT APPLY TO EACH INDEMNIFIED PARTY WITH RESPECT TO ALL CLAIMS, DEMANDS, LIABILITIES, LOSSES, DAMAGES (INCLUDING WITHOUT LIMITATION CONSEQUENTIAL DAMAGES, CAUSES ANY LIABILITY OF ACTION, JUDGMENTS, PENALTIES, COSTS AND EXPENSES AND FURTHER INCLUDING WITHOUT LIMITATION REASONABLE ATTORNEYS’ FEES AND EXPENSES, WHICH IN WHOLE ENRON ARISING OR IN PART ARE CAUSED BY RESULTING FROM THE WILLFUL MISCOUNDUCT OR ARISE OUT OF STRICT LIABILITY OR OUT OF THE GROSS NEGLIGENCE OF SUCH (AND/OR ANY OTHER) INDEMNIFIED PARTY. However, such indemnities and releases shall not apply to any particular indemnified party (but shall apply to the other indemnified parties) to the extent the subject of the indemnification is caused by or arises out of the gross negligence or willful misconduct of such particular indemnified partyENRON.

Limitation of Liability; Indemnity. The Security Interests are granted as security only and a) PARTICIPANT ACKNOWLEDGES, UNDERSTANDS AND ACCEPTS THAT ICE TRADE VAULT MAKES NO WARRANTY WHATSOEVER TO PARTICIPANT AS TO THE SYSTEM, OR THE ICE TRADE VAULT SERVICE, EXPRESS OR IMPLIED, AND THAT THE SYSTEM, AND ICE TRADE VAULT SERVICE ARE PROVIDED ON AN "AS IS" BASIS AT PARTICIPANT'S SOLE RISK. ICE TRADE VAULT EXPRESSLY DISCLAIMS ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. NEITHER ICE TRADE VAULT NOR ITS MANAGERS, OFFICERS, AFFILIATES, SUBSIDIARIES, SHAREHOLDERS, EMPLOYEES OR AGENTS MAKE ANY WARRANTY WITH RESPECT TO, AND NO SUCH PARTY SHALL HAVE ANY LIABILITY TO PARTICIPANT (i) FOR THE ACCURACY, TIMELINESS, COMPLETENESS, RELIABILITY, PERFORMANCE OR CONTINUED AVAILABILITY OF THE SYSTEM OR THE ICE TRADE VAULT SERVICE OR (ii) FOR DELAYS, OMISSIONS OR INTERRUPTIONS THEREIN. PARTICIPANT ACKNOWLEDGES AND AGREES THAT THE ICE TRADE VAULT SERVICE DOES NOT AND SHALL NOT SERVE AS THE PRIMARY BASIS FOR ANY DECISIONS MADE BY PARTICIPANT AND THAT ICE TRADE VAULT IS NOT AN ADVISOR OR FIDUCIARY OF PARTICIPANT. b) Subject to Section 6(c) of this ICE Trade Vault Agreement, Participant shall not subject the Collateral Agent toindemnify, or transfer or in any way affect or modify, any obligation or liability of the Grantor with respect to any of the Collateral or any transaction in connection therewith. The Collateral Agent, each of the other Secured Parties and any successor or assign thereof are hereby absolved from all liability for failure to collect against the Grantor and from all other responsibility in connection therewith, except the responsibility of each to account (by application upon the Secured Obligations or otherwise) to the Grantor for payments actually received. The Grantor agrees to indemnify protect and hold harmless the Collateral Agent ICE Trade Vault, its directors, officers, affiliates, employees and the Trustee against any and all liabilities, actions, claims, judgments, costs, charges and attorneys’ fees by reason of any third party claim to the Collateral, and the Collateral Agent shall have the right to defend against any such third party claims or actions, employing attorneys of the Collateral Agent’s own selection and if not furnished with indemnity satisfactory to them, the Collateral Agent shall have the right to compromise and adjust any such claims, actions and judgments, and in addition to the rights to be indemnified as herein provided, all amounts paid by the Collateral Agent in compromise, satisfaction or discharge of any such claims, actions or judgments, and all court costs, attorneys’ fees and other expenses of every character expended by the Collateral Agent pursuant to the provisions of this Section 2.3 shall be a demand obligation (which obligation the Grantor hereby expressly promises to pay) owing by the Grantor and shall be a part of the Secured Obligations. The Grantor agrees to pay, indemnify, and hold the Collateral Agent and the Trustee harmless agents from and against any and all other liabilities, obligations, losses, damages, penalties, actionsliabilities, judgments, suits, costsactions, expenses proceedings, claims, damages, and costs (including attorney's fees) resulting from or disbursements arising out of (i) any act or omission by any person obtaining access to the ICE Trade Vault Platform through the Passwords (other than through the fault or negligence of ICE Trade Vault), whether or not Participant has authorized such access; and (ii) any act or omission of any kind or nature whatsoever agent acting under authorization of Participant in connection with respect to the executionuse of the ICE Trade Vault Service. c) IN NO EVENT WILL EITHER PARTY BE LIABLE FOR ANY SPECIAL, deliveryINDIRECT, enforcementINCIDENTAL, performance and administration of this Agreement and the other Note Documents. WITHOUT LIMITATION, IT IS THE INTENTION OF GRANTOR AND GRANTOR AGREES THAT THE FOREGOING RELEASES AND INDEMNITIES SHALL APPLY TO EACH INDEMNIFIED PARTY WITH RESPECT TO ALL CLAIMS, DEMANDS, LIABILITIES, LOSSES, DAMAGES (INCLUDING WITHOUT LIMITATION PUNITIVE OR CONSEQUENTIAL DAMAGES, CAUSES OF ACTION, JUDGMENTS, PENALTIES, COSTS AND EXPENSES AND FURTHER INCLUDING WITHOUT LIMITATION REASONABLE ATTORNEYS’ FEES AND EXPENSES, WHICH IN WHOLE OR IN PART ARE CAUSED BY OR ARISE OUT OF STRICT LIABILITY OR OUT EVEN IF IT HAS BEEN ADVISED OF THE NEGLIGENCE POSSIBILITY OF SUCH DAMAGES. d) Notwithstanding the terms of Section 6(a), in the event that ICE Trade Vault is determined to be liable to Participant for any cause, Participant expressly agrees that in entering into this ICE Trade Vault Agreement, ICE Trade Vault's aggregate liability, for all causes of action, will not exceed the total fees and other amounts (AND/OR ANY OTHERexcluding any applicable taxes or duties) INDEMNIFIED PARTY. However, such indemnities and releases shall not apply paid to any particular indemnified party (but shall apply to ICE Trade Vault by Participant in the other indemnified parties) to previous six months from the extent the subject date of the indemnification is caused by or arises out occurrence of the gross negligence or willful misconduct of such particular indemnified party.liability. 7)

Limitation of Liability; Indemnity. The Security Interests are granted as security only (a) Unless expressly and shall not subject unambiguously hired and employed by the Collateral Agent toPurchasers or their Affiliates, or transfer as provided in Section 3(c)(i) above, all persons providing the Transition Services pursuant to this Agreement shall be deemed solely employees or in any way affect or modify, any obligation or liability agents of the Grantor with respect Sellers or the Affiliated Trucking Companies, and applicable Seller or Affiliated Trucking Company shall be solely responsible for the payment to any all such employees or contractors and payment of the Collateral all contactor or any transaction in connection therewith. The Collateral Agentemployment-related taxes, each of the other Secured Parties payroll deductions and any successor other similar taxes, fees, contributions, and insurance (including FICA-OASDI, FICA-HI, federal and state income taxes, workers compensation insurance, unemployment insurance or assign thereof are other government-mandated insurance or benefits) relating to or concerning the persons providing the Transition Services hereunder and mandated under applicable foreign, federal, state and local laws. (b) Each Purchaser hereby absolved from all liability for failure to collect against indemnifies the Grantor Sellers and from all other responsibility in connection therewiththeir respective successors and assigns, except the responsibility of each to account (by application upon the Secured Obligations or otherwise) to the Grantor for payments actually received. The Grantor and agrees to indemnify reimburse, defend and hold harmless the Collateral Agent and the Trustee against any and all liabilities, actions, claims, judgments, costs, charges and attorneys’ fees by reason of any third party claim to the Collateral, and the Collateral Agent shall have the right to defend against any such third party claims or actions, employing attorneys of the Collateral Agent’s own selection and if not furnished with indemnity satisfactory to them, the Collateral Agent shall have the right to compromise and adjust any such claims, actions and judgments, and in addition to the rights to be indemnified as herein provided, all amounts paid by the Collateral Agent in compromise, satisfaction or discharge of any such claims, actions or judgments, and all court costs, attorneys’ fees and other expenses of every character expended by the Collateral Agent pursuant to the provisions of this Section 2.3 shall be a demand obligation (which obligation the Grantor hereby expressly promises to pay) owing by the Grantor and shall be a part of the Secured Obligations. The Grantor agrees to pay, indemnify, and hold the Collateral Agent and the Trustee them harmless from and against any and all other claims, liabilities, damages, payments, obligations, losses, damagesinterest, penalties, actionscosts and expenses (including reasonable attorneys’ fees), judgments, suits, costs, expenses and judgments or disbursements orders incurred or suffered by any of them that arise out of (i) any kind or nature whatsoever with respect to the execution, delivery, enforcement, performance and administration of breach by either Purchaser under this Agreement and or (ii) employment of the other Note Documents. WITHOUT LIMITATIONLeased Workers during the Transition Period, IT IS THE INTENTION OF GRANTOR AND GRANTOR AGREES THAT THE FOREGOING RELEASES AND INDEMNITIES SHALL APPLY TO EACH INDEMNIFIED PARTY WITH RESPECT TO ALL CLAIMSincluding, DEMANDSwithout limitation, LIABILITIESthose related to claims for bodily injury or wrongful death, LOSSESworkers compensation, DAMAGES harassment, wrongful discharge, discrimination, retaliation, unfair labor practices, federal, state or local labor law violations, ERISA violations, or any similar matter (INCLUDING WITHOUT LIMITATION CONSEQUENTIAL DAMAGES, CAUSES OF ACTION, JUDGMENTS, PENALTIES, COSTS AND EXPENSES AND FURTHER INCLUDING WITHOUT LIMITATION REASONABLE ATTORNEYS’ FEES AND EXPENSES, WHICH IN WHOLE OR IN PART ARE CAUSED BY OR ARISE OUT OF STRICT LIABILITY OR OUT OF THE NEGLIGENCE OF SUCH (AND/OR ANY OTHER) INDEMNIFIED PARTY. However, such indemnities and releases shall not apply to any particular indemnified party (but shall apply to the other indemnified parties) except to the extent the subject of the indemnification is caused by or arises out of resulting directly from the gross negligence or willful misconduct of such particular indemnified partythe Sellers). Subject to Sellers’ compliance with its obligations hereunder, the Sellers shall not have any liability due to the refusal or inability of a Leased Worker to provide services as Leased Worker to Purchasers. (c) The Sellers and Bo Xxxxx Xxxx, the majority shareholder of each Seller, each hereby, jointly and severally, indemnify each Purchaser and its Affiliates, successors and assigns, and agree to reimburse, defend and hold them harmless from and against any and all claims, liabilities, damages, payments, obligations, losses, interest, penalties, costs and expenses (including reasonable attorneys’ fees), and judgments or orders incurred or suffered by any of them arising (i) out of any breach by Sellers under this Agreement or (ii) failure by an Affiliated Trucking Company to provide the Transition Services as set forth in this Agreement (except to the extent resulting directly from the gross negligence or willful misconduct of the Purchasers). (d) The Sellers and the Purchasers acknowledge and agree that nothing contained in this Agreement is intended, shall be interpreted or construed or in any way be deemed to change, modify, alter or otherwise affect any right to indemnification that either the Sellers or the Purchasers has or may have under the terms of the Asset Purchase Agreement. Further, all claims for indemnification pursuant to this Section 8 will be made in accordance with the procedures set forth in Article 6 of the Asset Purchase Agreement. 9.

Limitation of Liability; Indemnity. The Security Interests are granted as security only and Xxxxxx’x liability on any claim for loss or damage arising out of any transactions under this Agreement or from the performance or breach thereof or connected with any goods or services supplied hereunder, or the sale, resale, operation or use of goods, whether based on agreement, warranty, tort (including negligence) or other grounds or theory of liability, shall not exceed the price allocable to such goods or services or part thereof involved in the claim, regardless of cause or fault. Purchaser’s remedies are limited to the return of non-conforming goods and repayment of the price or to the repair and replacement of non-conforming goods, subject to the Collateral Agent toprovisions of Section 7. This limitation of liability and remedies reflects a deliberate and bargained-for allocation of risks between Xxxxxx and Purchaser and constitutes the basis of the parties’ bargain, without which Xxxxxx would not have agreed to the price or terms of this transaction. XXXXXX SHALL NOT IN ANY EVENT BE LIABLE WHETHER AS A RESULT OF BREACH OF AGREEMENT, WARRANTY, TORT (INCLUDING NEGLIGENCE) OR OTHER GROUNDS FOR INCIDENTAL, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES INCLUDING, BUT NOT LIMITED TO, LOSS OF PROFITS OR REVENUE, LOSS OF USE OF GOODS OR ASSOCIATED PRODUCTS, LOSS OF GOODWILL, BUSINESS INTERRUPTION, COST OF CAPITAL, COST OF SUBSTITUTE GOODS, FACILITIES OR SERVICES, DOWNTIME COSTS, OR CLAIMS OF CUSTOMERS OF PURCHASER FOR SUCH DAMAGE. In addition, if Xxxxxx furnishes Purchaser with advice or other assistance regarding any goods or services supplied hereunder, or transfer any system or equipment in which any way affect or modifysuch goods may be installed, any obligation or liability and which is not required pursuant to this transaction, the furnishing of the Grantor with respect advice or assistance will not subject Xxxxxx to any of liability, whether based on agreement, warranty, tort (including negligence) or other grounds. In the Collateral event Purchaser modifies Xxxxxx goods or any transaction in connection therewith. The Collateral Agentincorporates Xxxxxx goods into another product or component part, each of the other Secured Parties and any successor or assign thereof are hereby absolved from all liability for failure to collect against the Grantor and from all other responsibility in connection therewith, except the responsibility of each to account (by application upon the Secured Obligations or otherwise) to the Grantor for payments actually received. The Grantor Purchaser agrees to hold harmless, fully defend and indemnify Xxxxxx, including its directors, officers, employees, agents and hold harmless the Collateral Agent and the Trustee against representatives (collectively “Xxxxxx Indemnitees”) from any and all claims, liabilities, actionslosses, claimspenalties, judgmentsinterest, costs, charges damages and attorneys’ fees by reason of any third party claim to the Collateral, and the Collateral Agent shall have the right to defend against any such third party claims or actions, employing attorneys of the Collateral Agent’s own selection and if not furnished with indemnity satisfactory to them, the Collateral Agent shall have the right to compromise and adjust any such claims, actions and judgments, and in addition to the rights to be indemnified as herein provided, all amounts paid by the Collateral Agent in compromise, satisfaction or discharge of any such claims, actions or judgments, and all court costs, expenses (including attorneys’ fees and other expenses of every character expended by the Collateral Agent pursuant to the provisions of this Section 2.3 shall be a demand obligation (which obligation the Grantor hereby expressly promises to paylitigation costs) owing by the Grantor and shall be a part of the Secured Obligationsinvolving personal injury or property damage. The Grantor Purchaser also agrees to payhold harmless, indemnify, fully defend and hold indemnify the Collateral Agent and the Trustee harmless Xxxxxx Indemnitees from and against any and all patent or other liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses intellectual property claims related to (i) any Xxxxxx goods made in accordance with Purchaser’s designs or disbursements specifications; (ii) the use of any kind drawings provided to Xxxxxx by Purchaser for use in the manufacture, production or nature whatsoever with respect to the execution, delivery, enforcement, performance and administration of this Agreement and the other Note Documents. WITHOUT LIMITATION, IT IS THE INTENTION OF GRANTOR AND GRANTOR AGREES THAT THE FOREGOING RELEASES AND INDEMNITIES SHALL APPLY TO EACH INDEMNIFIED PARTY WITH RESPECT TO ALL CLAIMS, DEMANDS, LIABILITIES, LOSSES, DAMAGES (INCLUDING WITHOUT LIMITATION CONSEQUENTIAL DAMAGES, CAUSES OF ACTION, JUDGMENTS, PENALTIES, COSTS AND EXPENSES AND FURTHER INCLUDING WITHOUT LIMITATION REASONABLE ATTORNEYS’ FEES AND EXPENSES, WHICH IN WHOLE OR IN PART ARE CAUSED BY OR ARISE OUT OF STRICT LIABILITY OR OUT OF THE NEGLIGENCE OF SUCH (AND/OR ANY OTHER) INDEMNIFIED PARTY. However, such indemnities and releases shall not apply to any particular indemnified party (but shall apply to the other indemnified parties) to the extent the subject of the indemnification is caused by or arises out of the gross negligence or willful misconduct assembly of such particular indemnified partygoods; or (iii) Purchaser’s modification of Xxxxxx goods or Purchaser’s combination of Xxxxxx goods with another product, which in either case was not previously authorized by Xxxxxx.

Limitation of Liability; Indemnity. The Security Interests are granted as security only If Licensee believes that Verisys has breached any provision of this Agreement, and shall Verisys cannot subject the Collateral Agent toresolve Licensee’s concerns within twenty-one (21) days of Verisys’ receipt of written notice, or transfer or in LICENSEE’S SOLE AND EXCLUSIVE REMEDY IS TERMINATION OF THIS AGREEMENT BY WRITTEN NOTICE TO VERISYS, AND REFUND OF A PRO-RATED PORTION OF THE FEES LICENSEE HAS PAID. NOT IN LIMITATION OF THE FOREGOING AND EXCEPT FOR BREACHES OF SECTIONS 1, 2, AND 3 AND LICENSEE’S FAILURE TO MAKE PAYMENTS DUE HEREUNDER BY LICENSEE, IN NO EVENT WILL EITHER PARTY, ITS SUBSIDIARIES AND AFFILIATES, AND ITS DATA PROVIDERS, AND THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, SHAREHOLDERS, AGENTS, PARTNERS SUCCESSORS OR ASSIGNS ( “VERISYS PARTIES”) BE LIABLE FOR ANY INCIDENTAL, CONSEQUENTIAL, INDIRECT, EXEMPLARY, PUNITIVE OR SPECIAL DAMAGES THAT ARE DIRECTLY OR INDIRECTLY RELATED TO THE VERISYS SERVICES OR VERISYS CONTENT, OR THE INTERRUPTION OF SAME, INCLUDING WITHOUT LIMITATION, LOSS OF REVENUE OR ANTICIPATED PROFITS OR BUSINESS OR SALES INTERRUPTION, EVEN IF VERISYS, OR A REPRESENTATIVE THEREOF, HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. VERISYS PARTIES SHALL NOT BE LIABLE TO LICENSEE (OR TO ANY PERSON CLAIMING THROUGH LICENSEE TO WHOM LICENSEE MAY HAVE PROVIDED DATA FROM THE VERISYS SERVICES OR VERISYS CONTENT) FOR ANY LOSS OR INJURY ARISING OUT OF OR CAUSED IN WHOLE OR IN PART BY ACTS OR OMISSIONS BY VERISYS IN PROCURING, COMPILING, COLLECTING, INTERPRETING, REPORTING, COMMUNICATING, OR DELIVERING THE VERISYS SERVICES OR VERISYS CONTENT. LICENSEE AGREES THAT VERISYS PARTIES’ MAXIMUM LIABILITY, IN AGGREGATE, UNDER ANY THEORY OF LIABILITY, INCLUDING CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE, SHALL BE THE LESSER OF (a) THE TOTAL AMOUNT OF FEES THAT LICENSEE HAS PAID TO VERISYS IN THE SIX (6) MONTHS PRECEDING THE ACT GIVING RISE TO A CLAIM OR (b) FIVE HUNDRED DOLLARS ($500.00). Licensee is solely responsible for any way affect or modify, any obligation or liability of the Grantor with respect to any of the Collateral or any transaction in connection therewith. The Collateral Agent, each of the other Secured Parties information obtained by Licensee and any successor or assign thereof are hereby absolved from all liability for failure to collect against the Grantor and from all other responsibility in connection therewith, except the responsibility of each to account (by application upon the Secured Obligations or otherwise) individuals gaining access to the Grantor for payments actually receivedVerisys Services or Verisys Content via Licensee’s password(s). The Grantor Licensee acknowledges that Verisys has no control over Licensee’s use of such information and Licensee agrees to indemnify and hold harmless the Collateral Agent and the Trustee against any and all liabilities, actions, claims, judgments, costs, charges and attorneys’ fees by reason of any third party claim to the Collateral, and the Collateral Agent shall have the right to defend against any such third party claims or actions, employing attorneys of the Collateral Agent’s own selection and if not furnished with indemnity satisfactory to them, the Collateral Agent shall have the right to compromise and adjust any such claims, actions and judgments, and in addition to the rights to be indemnified as herein provided, all amounts paid by the Collateral Agent in compromise, satisfaction or discharge of any such claims, actions or judgments, and all court costs, attorneys’ fees and other expenses of every character expended by the Collateral Agent pursuant to the provisions of this Section 2.3 shall be a demand obligation (which obligation the Grantor hereby expressly promises to pay) owing by the Grantor and shall be a part of the Secured Obligations. The Grantor agrees to pay, indemnify, defend and hold the Collateral Agent and the Trustee Verisys Parties harmless from and against any and all other actual or threatened claims, liabilities, obligationsdemands, lossescauses of action, damages, penaltieslosses and expenses, actionsincluding, judgmentswithout limitation, suitsreasonable attorneys' fees and costs of suit, costs, expenses arising out of or disbursements in connection with Licensee’s use (including any user for which Licensee granted access to the Verisys Content) of any kind Verisys Content, including without limitation unlawful, improper or nature whatsoever with respect to the execution, delivery, enforcement, performance and administration unauthorized use of this Agreement and the other Note Documents. WITHOUT LIMITATION, IT IS THE INTENTION OF GRANTOR AND GRANTOR AGREES THAT THE FOREGOING RELEASES AND INDEMNITIES SHALL APPLY TO EACH INDEMNIFIED PARTY WITH RESPECT TO ALL CLAIMS, DEMANDS, LIABILITIES, LOSSES, DAMAGES (INCLUDING WITHOUT LIMITATION CONSEQUENTIAL DAMAGES, CAUSES OF ACTION, JUDGMENTS, PENALTIES, COSTS AND EXPENSES AND FURTHER INCLUDING WITHOUT LIMITATION REASONABLE ATTORNEYS’ FEES AND EXPENSES, WHICH IN WHOLE OR IN PART ARE CAUSED BY OR ARISE OUT OF STRICT LIABILITY OR OUT OF THE NEGLIGENCE OF SUCH (AND/OR ANY OTHER) INDEMNIFIED PARTY. However, such indemnities and releases shall not apply to any particular indemnified party (but shall apply to the other indemnified parties) to the extent the subject of the indemnification is caused by or arises out of the gross negligence or willful misconduct of such particular indemnified partyVerisys Content.

Limitation of Liability; Indemnity. The Security Interests are granted as security FSS will exercise due care and skill in the performance of its services and accepts responsibility only and in cases of proven negligence FSS shall not subject have no liability to the Collateral Agent to, or transfer Client arising out of or in any way affect or modify, any obligation or liability of connection with the Grantor with respect to any of the Collateral or any transaction in connection therewith. The Collateral Agent, each of the other Secured Parties Contract and any successor or assign thereof are hereby absolved from all liability for failure to collect against the Grantor and from all other responsibility in connection therewith, except the responsibility of each to account (by application upon the Secured Obligations or otherwise) to the Grantor for payments actually received. The Grantor agrees to indemnify and hold harmless the Collateral Agent and the Trustee against any and all liabilities, actions, claims, judgments, costs, charges and attorneys’ fees its performance by reason of any third party claim to representation or the Collateralbreach of any express or implied condition, warranty or other term of any duty at common law or under any statute for any indirect, special or consequential loss of the Client (including loss of profits), and the Collateral Agent total liability of the Company to the Client in respect of any other loss shall have be limited in respect of any one event or series of connected events, to an amount equal to the fees paid to the Company under the Contract (excluding General Sales Tax thereon) The Client shall guarantee, hold harmless and indemnify FSS and its officers, employees, agents or subcontractors against all claims made by any third party for loss, damage or expense of whatsoever nature including reasonable legal expenses and howsoever arising relating to the performance, purported performance or non-performance of any services to the extent that the aggregate of any such claims relating to any one service exceed the limit mentioned. FSS reserves the right to defend against any such third party claims add to, delete or actionschange these conditions to maintain conformance with Accreditation Board requirements, employing attorneys of the Collateral Agent’s own selection without prior notification Responsibility & Authority – FSS is responsible for and if not furnished with indemnity satisfactory to them, the Collateral Agent shall have the right to compromise and adjust any such claims, actions and judgments, and in addition retains absolute authority for decisions relating to the rights to be indemnified as herein providedgranting, all amounts paid by Refusing, maintaining of certification, expanding or reducing the Collateral Agent in compromisescope of certification, satisfaction renewing, suspending or discharge restoring following suspension, or withdrawing of certification Neither FSS SERVICES nor any such claims, actions of its employees or judgments, and all court costs, attorneys’ fees and other expenses of every character expended by the Collateral Agent pursuant to the provisions of this Section 2.3 auditors shall be a demand obligation (which obligation the Grantor hereby expressly promises to pay) owing liable for any loss, expense or damage however so sustained by the Grantor and shall be a part of the Secured Obligations. The Grantor agrees to payany company, indemnify, and hold the Collateral Agent and the Trustee harmless from and against any and all other liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses client or disbursements of any kind or nature whatsoever with respect to the execution, delivery, enforcement, performance and administration of this Agreement and the other Note Documents. WITHOUT LIMITATION, IT IS THE INTENTION OF GRANTOR AND GRANTOR AGREES THAT THE FOREGOING RELEASES AND INDEMNITIES SHALL APPLY TO EACH INDEMNIFIED PARTY WITH RESPECT TO ALL CLAIMS, DEMANDS, LIABILITIES, LOSSES, DAMAGES (INCLUDING WITHOUT LIMITATION CONSEQUENTIAL DAMAGES, CAUSES OF ACTION, JUDGMENTS, PENALTIES, COSTS AND EXPENSES AND FURTHER INCLUDING WITHOUT LIMITATION REASONABLE ATTORNEYS’ FEES AND EXPENSES, WHICH IN WHOLE OR IN PART ARE CAUSED BY OR ARISE OUT OF STRICT LIABILITY OR OUT OF THE NEGLIGENCE OF SUCH (AND/OR ANY OTHER) INDEMNIFIED PARTY. However, such indemnities and releases shall not apply person due to any particular indemnified party (but shall apply to the other indemnified parties) act whatsoever taken by FSS SERVICES or its employees or auditors, save to the extent that any attempted exclusion or liability would be contrary to law. The client will indemnify FSS SERVICES against any claims or losses suffered by FSS SERVICES as a result of misuse or misrepresentation by the subject client of any logo, approval or registration given to the indemnification client by FSS SERVICES under these Certification Agreement & Rules. The client shall inform FSS SERVICES of changes related to legal status, organizational/management, address & sites, scope, major change in management system and processes. Acceptance of this document means the Organization is caused by or arises out of ready to follow all the gross negligence or willful misconduct of such particular indemnified partyterms and conditions as defined in this document and Accredited Management System Process (FSS SERVICES-F002), hence this document will be considered as a legally enforceable document to deal with any misconduct.

Limitation of Liability; Indemnity. The Security Interests are granted as security only and Xxxxxx'x liability on any claim for loss or damage arising out of this transaction or from the performance or breach thereof or connected with any goods or services supplied hereunder, or the sale, resale, operation or use of goods, whether based on Contract, warranty, tort (including negligence) or other grounds, shall not subject exceed the Collateral Agent toprice allocable to such goods or services or part thereof involved in the claim, regardless of cause or transfer or in any way affect or modify, any obligation or liability fault. Purchaser's remedies are limited to the return of non-conforming goods and repayment of the Grantor with respect to any of the Collateral price or any transaction in connection therewith. The Collateral Agent, each of the other Secured Parties and any successor or assign thereof are hereby absolved from all liability for failure to collect against the Grantor and from all other responsibility in connection therewith, except the responsibility of each to account (by application upon the Secured Obligations or otherwise) to the Grantor for payments actually received. The Grantor agrees to indemnify repair and hold harmless the Collateral Agent replacement of non-conforming goods, as determined by Xxxxxx and the Trustee against any and all liabilities, actions, claims, judgments, costs, charges and attorneys’ fees by reason of any third party claim to the Collateral, and the Collateral Agent shall have the right to defend against any such third party claims or actions, employing attorneys of the Collateral Agent’s own selection and if not furnished with indemnity satisfactory to them, the Collateral Agent shall have the right to compromise and adjust any such claims, actions and judgments, and in addition to the rights to be indemnified as herein provided, all amounts paid by the Collateral Agent in compromise, satisfaction or discharge of any such claims, actions or judgments, and all court costs, attorneys’ fees and other expenses of every character expended by the Collateral Agent pursuant subject to the provisions of this Section 2.3 shall be section 7. This limitation of liability and remedies reflects a demand obligation (which obligation deliberate and bargained-for allocation of risks between Xxxxxx and Purchaser and constitutes the Grantor hereby expressly promises to pay) owing by the Grantor and shall be a part basis of the Secured Obligationsparties' bargain, without which Xxxxxx would not have agreed to the price or terms of this transaction. The Grantor Xxxxxx shall not, under any circumstances, be liable for any charges without its prior written consent. Xxxxxx SHALL NOT IN ANY EVENT BE LIABLE WHETHER AS A RESULT OF BREACH OF CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE) OR OTHER GROUNDS FOR INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES INCLUDING, BUT NOT LIMITED TO, LOSS OF PROFITS OR REVENUE, LOSS OF USE OF GOODS OR ASSOCIATED PRODUCTS, BUSINESS INTERRUPTION, COST OF CAPITAL, COST OF SUBSTITUTE GOODS, FACILITIES OR SERVICES, DOWNTIME COSTS, OR CLAIMS OF CUSTOMERS OF PURCHASER FOR SUCH DAMAGE. In addition, if Xxxxxx furnishes Purchaser with advice or other assistance regarding any goods or services supplied hereunder, or any system or equipment in which any such goods may be installed, and which is not required pursuant to this transaction, the furnishing of the advice or assistance will not subject Xxxxxx to any liability, whether based on Contract, warranty, tort (including negligence) or other grounds. In the event Purchaser modifies Xxxxxx goods or incorporates Xxxxxx goods into another product or component part, Purchaser agrees to pay, indemnify, hold harmless and hold the Collateral Agent and the Trustee harmless indemnify Xxxxxx from and against any and all other claims, liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, costs and expenses (including reasonable attorneys' fees) involving personal injury or disbursements property damage. Purchaser also agrees to hold harmless and indemnify Xxxxxx from any patent or other intellectual property claims related to (a)any Xxxxxx goods made in accordance with Purchaser's designs or specifications; or (b)the use of any kind drawings provided to Xxxxxx by Purchaser for use in the manufacture, production or nature whatsoever with respect to the execution, delivery, enforcement, performance and administration of this Agreement and the other Note Documents. WITHOUT LIMITATION, IT IS THE INTENTION OF GRANTOR AND GRANTOR AGREES THAT THE FOREGOING RELEASES AND INDEMNITIES SHALL APPLY TO EACH INDEMNIFIED PARTY WITH RESPECT TO ALL CLAIMS, DEMANDS, LIABILITIES, LOSSES, DAMAGES (INCLUDING WITHOUT LIMITATION CONSEQUENTIAL DAMAGES, CAUSES OF ACTION, JUDGMENTS, PENALTIES, COSTS AND EXPENSES AND FURTHER INCLUDING WITHOUT LIMITATION REASONABLE ATTORNEYS’ FEES AND EXPENSES, WHICH IN WHOLE OR IN PART ARE CAUSED BY OR ARISE OUT OF STRICT LIABILITY OR OUT OF THE NEGLIGENCE OF SUCH (AND/OR ANY OTHER) INDEMNIFIED PARTY. However, such indemnities and releases shall not apply to any particular indemnified party (but shall apply to the other indemnified parties) to the extent the subject of the indemnification is caused by or arises out of the gross negligence or willful misconduct assembly of such particular indemnified partygoods.

Limitation of Liability; Indemnity. The Security Interests are granted as security only and shall not subject (a) Except for the Collateral Agent to, or transfer or information on the Website in any way affect or modifyTalisman Offer , any obligation or liability of the Grantor ENRON AND ITS DIRECTORS, OFFICERS, EMPLOYEES AND AGENTS, SHALL HAVE NO LIABILITY, CONTINGENT OR OTHERWISE, TO TALISMAN OR TO THIRD PARTIES, FOR THE ACCURACY, TIMELINESS, COMPLETENESS, RELIABILITY, PERFORMANCE OR CONTINUED AVAILABILITY OF THE WEBSITE OR FOR DELAYS OR OMISSIONS THEREIN. IN NO EVENT WILL ENRON BE LIABLE FOR ANY SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES (INCLUDING, WITHOUT LIMITATION, LOSS OF BUSINESS, LOSS OF PROFIT, LOSS OR CORRUPTION OF DATA, LOSS OF GOODWILL OR REPUTATION OR WASTED MANAGEMENT TIME) WHICH MAY BE INCURRED OR EXPERIENCED ON ACCOUNT OF TALISMAN ENTERING INTO THIS AGREEMENT OR USING OR RELYING ON THE WEBSITE OR ANY INFORMATION ON IT, EVEN IF ENRON HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. ANY LIMITATIONS OR RESTRICTIONS ON THE LIABILITY OF EITHER PARTY IN THIS AGREEMENT SHALL ONLY APPLY TO THE EXTENT PERMITTED BY APPLICABLE LAW. This LAW NotwithstandingSection 4(a) is not intended to apply to a Transaction accepted by Enron in accordance with respect to any of the Collateral or any transaction in connection therewithSection 3(c). The Collateral AgentInstead, each of the other Secured Parties and any successor or assign thereof are hereby absolved from all liability for failure to collect against the Grantor and from all other responsibility in connection therewith, except the responsibility of each to account (by application upon the Secured Obligations or otherwise) to the Grantor for payments actually received. The Grantor agrees to indemnify and hold harmless the Collateral Agent and the Trustee against any and all liabilities, actions, claims, judgments, costs, charges and attorneys’ fees by reason of any third party claim to the Collateral, and the Collateral Agent shall have the right to defend against any such third party claims or actions, employing attorneys of the Collateral Agent’s own selection and if not furnished with indemnity satisfactory to them, the Collateral Agent shall have the right to compromise and adjust any such claims, actions and judgments, and in addition to the rights to be indemnified as herein provided, all amounts paid by the Collateral Agent in compromise, satisfaction or discharge of any such claims, actions or judgments, and all court costs, attorneys’ fees and other expenses of every character expended by the Collateral Agent pursuant to notwithstanding the provisions of this Section 2.3 Section, the Parties shall rely on the process set forth in this Agreement for the execution of Transactions on the Website, and all of the remedies provided for in the governing Master Agreements shall be a demand obligation (which obligation available to each Party for the Grantor hereby expressly promises to pay) owing by the Grantor and shall be a part failure of the Secured Obligations. The Grantor agrees other to pay, indemnify, and hold carry out its obligations under any Transaction executed in the Collateral Agent and manner set forth herein on the Trustee harmless from and against any and all other liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever with respect to the execution, delivery, enforcement, performance and administration of this Agreement and the other Note Documents. WITHOUT LIMITATION, IT IS THE INTENTION OF GRANTOR AND GRANTOR AGREES THAT THE FOREGOING RELEASES AND INDEMNITIES SHALL APPLY TO EACH INDEMNIFIED PARTY WITH RESPECT TO ALL CLAIMS, DEMANDS, LIABILITIES, LOSSES, DAMAGES (INCLUDING WITHOUT LIMITATION CONSEQUENTIAL DAMAGES, CAUSES OF ACTION, JUDGMENTS, PENALTIES, COSTS AND EXPENSES AND FURTHER INCLUDING WITHOUT LIMITATION REASONABLE ATTORNEYS’ FEES AND EXPENSES, WHICH IN WHOLE OR IN PART ARE CAUSED BY OR ARISE OUT OF STRICT LIABILITY OR OUT OF THE NEGLIGENCE OF SUCH (AND/OR ANY OTHER) INDEMNIFIED PARTY. However, such indemnities and releases shall not apply to any particular indemnified party (but shall apply to the other indemnified parties) to the extent the subject of the indemnification is caused by or arises out of the gross negligence or willful misconduct of such particular indemnified partyWebsite.

Limitation of Liability; Indemnity. The Security Interests are granted as security only and AIP’s liability on any claim for loss or damage arising out of any transactions under this Agreement or from the performance or breach thereof or connected with any goods or services supplied hereunder, or the sale, resale, operation or use of goods, whether based on agreement, warranty, tort (including negligence) or other grounds, shall not subject exceed the Collateral Agent toprice allocable to such goods or services or part thereof involved in the claim, regardless of cause or transfer or in any way affect or modify, any obligation or liability fault. Purchaser’s remedies are limited to the return of non-conforming goods and repayment of the Grantor with respect to any of the Collateral price or any transaction in connection therewith. The Collateral Agent, each of the other Secured Parties and any successor or assign thereof are hereby absolved from all liability for failure to collect against the Grantor and from all other responsibility in connection therewith, except the responsibility of each to account (by application upon the Secured Obligations or otherwise) to the Grantor for payments actually received. The Grantor agrees to indemnify repair and hold harmless the Collateral Agent and the Trustee against any and all liabilitiesreplacement of nonconforming goods, actions, claims, judgments, costs, charges and attorneys’ fees by reason of any third party claim to the Collateral, and the Collateral Agent shall have the right to defend against any such third party claims or actions, employing attorneys of the Collateral Agent’s own selection and if not furnished with indemnity satisfactory to them, the Collateral Agent shall have the right to compromise and adjust any such claims, actions and judgments, and in addition to the rights to be indemnified as herein provided, all amounts paid by the Collateral Agent in compromise, satisfaction or discharge of any such claims, actions or judgments, and all court costs, attorneys’ fees and other expenses of every character expended by the Collateral Agent pursuant subject to the provisions of this Section 2.3 shall be paragraph 7. This limitation of liability and remedies reflects a demand obligation (which obligation deliberate and bargained-for allocation of risks between AIP and Purchaser and constitutes the Grantor hereby expressly promises to pay) owing by the Grantor and shall be a part basis of the Secured Obligationsparties’ bargain, without which AIP would not have agreed to the price or terms of this transaction. The Grantor AIP SHALL NOT IN ANY EVENT BE LIABLE WHETHER AS A RESULT OF BREACH OF AGREEMENT, WARRANTY, TORT (INCLUDING NEGLIGENCE) OR OTHER GROUNDS FOR INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES INCLUDING, BUT NOT LIMITED TO, LOSS OF PROFITS OR REVENUE, LOSS OF USE OF GOODS OR ASSOCIATED PRODUCTS, BUSINESS INTERRUPTION, COST OF CAPITAL, COST OF SUBSTITUTE GOODS, FACILITIES OR SERVICES, DOWNTIME COSTS, OR CLAIMS OF CUSTOMERS OF PURCHASER FOR SUCH DAMAGE. In addition, if AIP furnishes Purchaser with advice or other assistance regarding any goods or services supplied hereunder, or any system or equipment in which any such goods may be installed, and which is not required pursuant to this transaction, the furnishing of the advice or assistance will not subject AIP to any liability, whether based on agreement, warranty, tort (including negligence) or other grounds. In the event Purchaser modifies AIP goods or incorporates AIP goods into another product or component part, Purchaser agrees to pay, indemnify, hold harmless and hold the Collateral Agent and the Trustee harmless indemnify AIP from and against any and all other claims, liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, costs and expenses (including SLK_TOL: #1981483v1 4 reasonable attorneys’ fees) involving personal injury or disbursements property damage. Purchaser also agrees to hold harmless and indemnify AIP from any patent or other intellectual property claims related to (i) any AIP goods made in accordance with Purchaser’s designs or specifications; or (ii) the use of any kind drawings provided to AIP by Purchaser for use in the manufacture, production or nature whatsoever with respect to the execution, delivery, enforcement, performance and administration of this Agreement and the other Note Documents. WITHOUT LIMITATION, IT IS THE INTENTION OF GRANTOR AND GRANTOR AGREES THAT THE FOREGOING RELEASES AND INDEMNITIES SHALL APPLY TO EACH INDEMNIFIED PARTY WITH RESPECT TO ALL CLAIMS, DEMANDS, LIABILITIES, LOSSES, DAMAGES (INCLUDING WITHOUT LIMITATION CONSEQUENTIAL DAMAGES, CAUSES OF ACTION, JUDGMENTS, PENALTIES, COSTS AND EXPENSES AND FURTHER INCLUDING WITHOUT LIMITATION REASONABLE ATTORNEYS’ FEES AND EXPENSES, WHICH IN WHOLE OR IN PART ARE CAUSED BY OR ARISE OUT OF STRICT LIABILITY OR OUT OF THE NEGLIGENCE OF SUCH (AND/OR ANY OTHER) INDEMNIFIED PARTY. However, such indemnities and releases shall not apply to any particular indemnified party (but shall apply to the other indemnified parties) to the extent the subject of the indemnification is caused by or arises out of the gross negligence or willful misconduct assembly of such particular indemnified partygoods.

Limitation of Liability; Indemnity. The Security Interests are granted as security only and shall not subject the Collateral Agent toTO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, or transfer or in any way affect or modifyYOU AGREE THAT PANCAKESWAP CAKE DEFI SHALL NOT BE LIABLE FOR ANY LOSS OF INFORMATION, any obligation or liability of the Grantor with respect DATA, LOSS OF INCOME, LOSS OF OPPORTUNITY OR PROFITS, COST OF RECOVERY, PERSONAL INJURY, OR OTHER LOSS, HOWEVER CAUSED AND UNDER ANY THEORY OF LIABILITY, ARISING FROM THE USE OF THE SERVICE, OR ANY SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR INDIRECT DAMAGES ARISING OUT OF OR IN CONNECTION WITH THE USE OF THE SERVICE. THIS LIMITATION WILL APPLY EVEN IF PANCAKESWAP CAKE DEFI HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND THESE LIMITATIONS WILL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY PROVIDED HEREIN. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL PANCAKESWAP CAKE DEFI’S TOTAL LIABILITY TO ANY USER ARISING OUT OF OR RELATED TO THIS AGREEMENT OR YOUR USE OF THE SERVICE EXCEED THE PROTOCOL FEES PAID IN THE APPLICABLE TOKEN OR ITS EQUIVALENT. You agree to any of the Collateral or any transaction in connection therewith. The Collateral Agentdefend, each of the other Secured Parties and any successor or assign thereof are hereby absolved from all liability for failure to collect against the Grantor and from all other responsibility in connection therewithindemnify, except the responsibility of each to account (by application upon the Secured Obligations or otherwise) to the Grantor for payments actually received. The Grantor agrees to indemnify and hold harmless the Collateral Agent PANCAKESWAP CAKE DEFI, and the Trustee against its officers, directors, managers, and employees (“Indemnified Parties”) from any and all liabilities, actions, claims, judgmentsdamages, costs, charges and expenses (including reasonable attorneys’ fees fees) incurred by reason such indemnified parties in connection with any third-party action, claim, or proceeding arising from or related to (i) your access to or use of the Services, (ii) your violation of these Terms of Use, or (iii) any third party claim to the Collateraltaxes, and the Collateral Agent shall have the right to defend against any such third party claims or actions, employing attorneys of the Collateral Agent’s own selection and if not furnished with indemnity satisfactory to them, the Collateral Agent shall have the right to compromise and adjust any such claims, actions and judgments, and in addition to the rights to be indemnified as herein provided, all amounts paid by the Collateral Agent in compromise, satisfaction or discharge of any such claims, actions or judgments, and all court related costs, attorneys’ fees interest and other expenses of every character expended by the Collateral Agent pursuant penalties, applicable to the provisions of any Rewards you receive. You may not settle or otherwise compromise any claim subject to this Section 2.3 shall be a demand obligation (which obligation the Grantor hereby expressly promises to pay) owing by the Grantor and shall be a part of the Secured Obligations. The Grantor agrees to pay, indemnify, and hold the Collateral Agent and the Trustee harmless from and against any and all other liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever with respect to the execution, delivery, enforcement, performance and administration of this Agreement and the other Note Documents. WITHOUT LIMITATION, IT IS THE INTENTION OF GRANTOR AND GRANTOR AGREES THAT THE FOREGOING RELEASES AND INDEMNITIES SHALL APPLY TO EACH INDEMNIFIED PARTY WITH RESPECT TO ALL CLAIMS, DEMANDS, LIABILITIES, LOSSES, DAMAGES (INCLUDING WITHOUT LIMITATION CONSEQUENTIAL DAMAGES, CAUSES OF ACTION, JUDGMENTS, PENALTIES, COSTS AND EXPENSES AND FURTHER INCLUDING WITHOUT LIMITATION REASONABLE ATTORNEYS’ FEES AND EXPENSES, WHICH IN WHOLE OR IN PART ARE CAUSED BY OR ARISE OUT OF STRICT LIABILITY OR OUT OF THE NEGLIGENCE OF SUCH (AND/OR ANY OTHER) INDEMNIFIED PARTY. However, such indemnities and releases shall not apply to any particular indemnified party (but shall apply to the other indemnified parties) to the extent the subject of the indemnification is caused by or arises out of the gross negligence or willful misconduct of such particular indemnified partywithout PancakeSwap Cake DeFi’s prior written approval.

Limitation of Liability; Indemnity. The Security Interests are granted as security only You hereby release Marquette Bank from any liability and shall agree not subject to make any claim or bring any action against us for honoring or allowing any actions or transactions where you have authorized the Collateral Agent toperson performing the action or transaction to use your account(s) and/or you have given your password to such person, or transfer or in any way affect or modifythe case of a jointly held account, any obligation or liability such person is one of the Grantor with respect to any owners of the Collateral or any transaction in connection therewithaccount. The Collateral Agent, each of the other Secured Parties and any successor or assign thereof are hereby absolved from all liability for failure to collect against the Grantor and from all other responsibility in connection therewith, except the responsibility of each to account (by application upon the Secured Obligations or otherwise) to the Grantor for payments actually received. The Grantor agrees You agree to indemnify Marquette Bank and hold harmless the Collateral Agent and the Trustee against any and all liabilities, actions, claims, judgments, costs, charges and attorneys’ fees by reason of any third party claim to the Collateral, and the Collateral Agent shall have the right to defend against any such third party claims or actions, employing attorneys of the Collateral Agent’s own selection and if not furnished with indemnity satisfactory to them, the Collateral Agent shall have the right to compromise and adjust any such claims, actions and judgments, and in addition to the rights to be indemnified as herein provided, all amounts paid by the Collateral Agent in compromise, satisfaction or discharge of any such claims, actions or judgments, and all court costs, attorneys’ fees and other expenses of every character expended by the Collateral Agent pursuant to the provisions of this Section 2.3 shall be a demand obligation (which obligation the Grantor hereby expressly promises to pay) owing by the Grantor and shall be a part of the Secured Obligations. The Grantor agrees to pay, indemnify, and hold the Collateral Agent and the Trustee it harmless from and against any and all other liabilitiesliability (including but not limited to reasonable attorney fees) arising from any such claims or actions. Our liability to you is explained in any Agreements, obligationsNotices, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever with respect Disclosures that we separately provide to you from time to time regarding your accounts and Online Banking for Business. This section explains our liability to you only to the executionextent that our liability has not been separately disclosed to you by any of these Agreements, deliveryNotices, enforcementor Disclosures. Under no circumstances will we have any liability to you for failing to provide you access to your accounts or Online banking for Business. Furthermore, performance unless otherwise required by applicable law, we will only be responsible for performing the Online Banking for Business service as expressly stated in this Agreement, and administration will only be liable for material losses incurred by you to the extent such losses directly result from our gross negligence or intentional misconduct in performing Online Banking for Business Services. YOU AGREE THAT BANK SHALL NOT BE RESPONSIBLE OR LIABLE TO YOU OR TO ANY OTHER PARTY FOR CONSEQUENTIAL, INDIRECT, SPECIAL EXEMPLARY, PUNITIVE OR INCIDENTAL DAMAGES ARISING OUT OF THE USE BY YOU OF ANY SERVICE EVEN IF YOU, BANK OR BANK’S SERVICE PROVIDER HAVE BEEN SPECIFICALLY ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. TO THE FULLEST EXTENT ALLOWED BY LAW, BANK’S LIABILITY TO YOU UNDER THIS AGREEMENT OR ANY APPLICABLE SERVICE AGREEMENT SHALL BE LIMITED TO CORRECTING ERRORS RESULTING FROM BANK’S FAILURE TO EXERCISE ORDINARY CARE OR TO ACT IN GOOD FAITH. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, IN NO EVENT WILL BANK BE LIABLE TO YOU FOR AN AMOUNT GREATER THAN THE FEES ACTUALLY PAID BY YOU AND RECEIVED BY BANK DURING THE SIX (6) MONTH PERIOD IMMEDIATELY PRECEDING THE DATE ON WHICH THE CLAIM FIRST ACCRUED, WHICH SHALL BE DETERMINED BY THE EARLIER OF THE DATE WHEN YOU FIRST BECAME AWARE OF THE CLAIM OR THE DATE WHEN, THROUGH THE EXERCISE OF REASONABLE CARE, YOU REASONABLY SHOULD HAVE BECOME AWARE OF THE CLAIM. YOU ACKNOWLEDGE AND AGREE THAT YOUR USE OF THE SERVICES SHALL BE AT YOUR SOLE RISK AND THAT THE SERVICES ARE PROVIDED BY BANK ON AN “AS IS” BASIS. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, BANK MAKES NO, AND HEREBY DISCLAIMS ANY AND ALL, REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, IN LAW OR IN FACT, WHATSOEVER TO YOU OR TO ANY OTHER PERSON AS TO THE SERVICES OR ANY ASPECT THEREOF, INCLUDING (WITHOUT LIMITATION) ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUALITY, ACCURACY, OR SUITABILITY. YOU AGREE THAT NO ORAL OR WRITTEN ADVICE OR REPRESENTATION OBTAINED FROM ANY BANK EMPLOYEE OR REPRESENTATIVE SHALL CREATE A WARRANTY OR REPRESENTATION FOR PURPOSES OF THIS AGREEMENT OR ANY SERVICES TO BE PERFORMED PURSUANT HERETO. BANK MAKES NO REPRESENTATION OR WARRANTY, EITHER EXPRESS OR IMPLIED, TO YOU AS TO ANY COMPUTER HARDWARE, SOFTWARE, OR EQUIPMENT USED IN CONNECTION WITH THE SERVICES (INCLUDING, WITHOUT LIMITATION, YOUR COMPUTER SYSTEMS OR RELATED EQUIPMENT, YOUR SOFTWARE, OR YOUR INTERNET SERVICE PROVIDER OR ITS EQUIPMENT), OR AS TO THE SUITABILITY OR COMPATIBILITY OF BANK’S SOFTWARE, INTERNET DELIVERED SERVICE, EQUIPMENT OR COMMUNICATION INTERFACES WITH THOSE THAT YOU USE, OR AS TO WHETHER ANY SOFTWARE OR INTERNET DELIVERED SERVICE WILL PERFORM IN AN UNINTERRUPTED MANNER, INCLUDING (BUT NOT LIMITED TO) ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. BANK SHALL NOT BE RESPONSIBLE OR LIABLE FOR ANY ERRORS OR FAILURES RESULTING FROM DEFECTS IN OR MALFUNCTIONS OF YOUR COMPUTER HARDWARE OR SOFTWARE, FOR THE QUALITY OF PERFORMANCE OR LACK OF PERFORMANCE OF ANY COMPUTER SOFTWARE OR HARDWARE OR INTERNET DELIVERED SERVICES SUPPLIED BY BANK TO YOU IN CONNECTION WITH THIS AGREEMENT, OR FOR THE TRANSMISSION OR FAILURE OF TRANSMISSION OF ANY INFORMATION FROM YOU TO BANK OR FROM BANK TO YOU. BANK SHALL NOT BE RESPONSIBLE FOR NOTIFYING YOU OF ANY UPGRADES OR ENHANCEMENTS TO ANY OF YOUR COMPUTER HARDWARE OR SOFTWARE. Except to the extent that we are liable under the terms of this Agreement or an agreement that otherwise governs your accounts, you agree to indemnify and hold us, our directors, officers, shareholders, employees, agents harmless from all loss, liability, claims, demands, judgements and expenses arising out of or in any way connected with an account for the other Note Documentsperformance of Online Banking for Business Services. WITHOUT LIMITATIONThis indemnification is provided without regard to whether our claim for indemnification is due to the use of the Online Banking for Business services by you or your authorized representative. Marquette Bank reserves the right to modify or terminate this agreement at any time. We will comply with any notice requirements under applicable law for such changes or termination. If we terminate this Agreement, IT IS THE INTENTION OF GRANTOR AND GRANTOR AGREES THAT THE FOREGOING RELEASES AND INDEMNITIES SHALL APPLY TO EACH INDEMNIFIED PARTY WITH RESPECT TO ALL CLAIMSno further Internet Banking transfers or xxxx payments will be made, DEMANDS, LIABILITIES, LOSSES, DAMAGES (INCLUDING WITHOUT LIMITATION CONSEQUENTIAL DAMAGES, CAUSES OF ACTION, JUDGMENTS, PENALTIES, COSTS AND EXPENSES AND FURTHER INCLUDING WITHOUT LIMITATION REASONABLE ATTORNEYS’ FEES AND EXPENSES, WHICH IN WHOLE OR IN PART ARE CAUSED BY OR ARISE OUT OF STRICT LIABILITY OR OUT OF THE NEGLIGENCE OF SUCH (AND/OR ANY OTHER) INDEMNIFIED PARTY. However, such indemnities and releases shall including but not apply limited to any particular indemnified party payments or transfers scheduled in advance or any pre-authorized recurring payments or transfers. If we modify this Agreement, your continued use of Online Banking for Business will constitute your acceptance of such changes in each instance. You hereby authorize Marquette Bank to conduct any investigation deemed necessary to establishing this account. In case of questions regarding Online Banking for Business, Call Marquette Bank at 1-888-254-9500 or write to: Marquette Bank c/o Xxxxx Xxxxxxxxx 00000 X. 000xx Xxxxxx Xxxxxx Xxxx, XX 00000 Business Days: Monday through Friday Saturday, Sunday, and Marquette Bank Holidays Excluded Fax completed document to 000-000-0000 or scan/email to xx@xxxxxxxxxxxxxx.xxx Company Name: Phone Number: Taxpayer ID #: Accepted: Date: (but shall apply to the other indemnified partiesMust be authorized signer on account) Printed signer’s Name: Email: I authorize (print name of authorized user) to act as the extent the subject of the indemnification is caused by or arises out of the gross negligence or willful misconduct of such particular indemnified party.company’s Online Banking for Business Account Administrator.  Mobile Remote Deposit Services $1.00 per deposit  Yes  No Bank Use Only

Limitation of Liability; Indemnity. The Security Interests are granted as security only and Mandals liability on any claim for loss or damage arising out of any transactions under this Agreement or from the performance or breach thereof or connected with any goods or services supplied hereunder, or the sale, resale, operation or use of goods, whether based on agreement, warranty, tort (including negligence) or other grounds, shall not subject exceed the Collateral Agent toprice allocable to such goods or services or part thereof involved in the claim, regardless of cause or transfer or in any way affect or modify, any obligation or liability fault. Purchaser’s remedies are limited to the return of non-conforming goods and repayment of the Grantor with respect to any of the Collateral price or any transaction in connection therewith. The Collateral Agent, each of the other Secured Parties and any successor or assign thereof are hereby absolved from all liability for failure to collect against the Grantor and from all other responsibility in connection therewith, except the responsibility of each to account (by application upon the Secured Obligations or otherwise) to the Grantor for payments actually received. The Grantor agrees to indemnify repair and hold harmless the Collateral Agent and the Trustee against any and all liabilitiesreplacement of non-conforming goods, actions, claims, judgments, costs, charges and attorneys’ fees by reason of any third party claim to the Collateral, and the Collateral Agent shall have the right to defend against any such third party claims or actions, employing attorneys of the Collateral Agent’s own selection and if not furnished with indemnity satisfactory to them, the Collateral Agent shall have the right to compromise and adjust any such claims, actions and judgments, and in addition to the rights to be indemnified as herein provided, all amounts paid by the Collateral Agent in compromise, satisfaction or discharge of any such claims, actions or judgments, and all court costs, attorneys’ fees and other expenses of every character expended by the Collateral Agent pursuant subject to the provisions of this Section 2.3 shall be paragraph 6. This limitation of liability and remedies reflects a demand obligation (which obligation deliberate and bargained-for allocation of risks between MANDALS and Purchaser and constitutes the Grantor hereby expressly promises to pay) owing by the Grantor and shall be a part basis of the Secured Obligationsparties’ bargain, without which MANDALS would not have agreed to the price or terms of this transaction. The Grantor MANDALS SHALL NOT IN ANY EVENT BE LIABLE WHETHER AS A RESULT OF BREACH OF AGREEMENT, WARRANTY, TORT (INCLUDING NEGLIGENCE) OR OTHER GROUNDS FOR INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES INCLUDING, BUT NOT LIMITED TO, LOSS OF PROFITS OR REVENUE, LOSS OF USE OF GOODS OR ASSOCIATED PRODUCTS, BUSINESS INTERRUPTION, COST OF CAPITAL, COST OF SUBSTITUTE GOODS, FACILITIES OR SERVICES, DOWNTIME COSTS, OR CLAIMS OF CUSTOMERS OF PURCHASER FOR SUCH DAMAGE. In addition, if MANDALS furnishes Purchaser with advice or other assistance regarding any goods or services supplied hereunder, or any system or equipment in which any such goods may be installed, and which is not required pursuant to this transaction, the furnishing of the advice or assistance will not subject MANDALS to any liability, whether based on agreement, warranty, tort (including negligence) or other grounds. In the event Purchaser modifies MANDALS goods or incorporates MANDALS goods into another product or component part, Purchaser agrees to pay, indemnify, hold harmless and hold the Collateral Agent and the Trustee harmless indemnify MANDALS from and against any and all other claims, liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, costs and expenses (including reasonable attorneys’ fees) involving personal injury or disbursements property damage. Xxxxxxxxx also agrees to hold harmless and indemnify MANDALS from any patent or other intellectual property claims related to (i) any MANDALS goods made in accordance with Purchaser’s designs or specifications; or (ii) the use of any kind drawings provided to MANDALS by Purchaser for use in the manufacture, production or nature whatsoever assembly of such goods. Mandals supplied goods must be used with respect to the execution, delivery, enforcement, performance secondary safety equipment on all applications and administration of this Agreement and the other Note Documents. WITHOUT LIMITATION, IT IS THE INTENTION OF GRANTOR AND GRANTOR AGREES THAT THE FOREGOING RELEASES AND INDEMNITIES SHALL APPLY TO EACH INDEMNIFIED PARTY WITH RESPECT TO ALL CLAIMS, DEMANDS, LIABILITIES, LOSSES, DAMAGES (INCLUDING WITHOUT LIMITATION CONSEQUENTIAL DAMAGES, CAUSES OF ACTION, JUDGMENTS, PENALTIES, COSTS AND EXPENSES AND FURTHER INCLUDING WITHOUT LIMITATION REASONABLE ATTORNEYS’ FEES AND EXPENSES, WHICH IN WHOLE OR IN PART ARE CAUSED BY OR ARISE OUT OF STRICT LIABILITY OR OUT OF THE NEGLIGENCE OF SUCH (AND/OR ANY OTHER) INDEMNIFIED PARTY. Howeverduring operation, such indemnities as whip checks, safety socks, verification of coupling mounting and releases shall not apply torque. On all medium compressed hoses, a proof test to any particular indemnified party (but shall apply to 1.5xWP, and use of whip checks or similar methods of restraining movement in the other indemnified parties) to the extent the subject event of the indemnification coupling error, is caused by or arises out of the gross negligence or willful misconduct of such particular indemnified partymandatory.

Limitation of Liability; Indemnity. The Security Interests are granted as security only and Secant’s liability on any claim for loss or damage arising out of this transaction or from the performance or breach thereof or connected with any goods or services supplied hereunder, or the sale, resale, operation or use of goods, whether based on contract, warranty, tort (including negligence) or other grounds, shall not subject exceed the Collateral Agent toprice allocable to such goods or services or part thereof involved in the claim, regardless of cause or transfer or in any way affect or modify, any obligation or liability fault. Purchaser's remedies are limited to the return of non-conforming goods and repayment of the Grantor with respect to any of the Collateral price or any transaction in connection therewith. The Collateral Agent, each of the other Secured Parties and any successor or assign thereof are hereby absolved from all liability for failure to collect against the Grantor and from all other responsibility in connection therewith, except the responsibility of each to account (by application upon the Secured Obligations or otherwise) to the Grantor for payments actually received. The Grantor agrees to indemnify repair and hold harmless the Collateral Agent and the Trustee against any and all liabilitiesreplacement of non-conforming goods, actions, claims, judgments, costs, charges and attorneys’ fees by reason of any third party claim to the Collateral, and the Collateral Agent shall have the right to defend against any such third party claims or actions, employing attorneys of the Collateral Agent’s own selection and if not furnished with indemnity satisfactory to them, the Collateral Agent shall have the right to compromise and adjust any such claims, actions and judgments, and in addition to the rights to be indemnified as herein provided, all amounts paid by the Collateral Agent in compromise, satisfaction or discharge of any such claims, actions or judgments, and all court costs, attorneys’ fees and other expenses of every character expended by the Collateral Agent pursuant subject to the provisions of this Section 2.3 shall be paragraph 6. This limitation of liability and remedies reflects a demand obligation (which obligation deliberate and bargained-for allocation of risks between Secant and Purchaser and constitutes the Grantor hereby expressly promises to pay) owing by the Grantor and shall be a part basis of the Secured Obligationsparties' bargain, without which Secant would not have agreed to the price or terms of this transaction. The Grantor Secant shall not, under any circumstances, be liable for any charges without its prior written consent. SECANT SHALL NOT IN ANY EVENT BE LIABLE WHETHER AS A RESULT OF BREACH OF CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE) OR OTHER GROUNDS FOR INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES INCLUDING, BUT NOT LIMITED TO, LOSS OF PROFITS OR REVENUE, LOSS OF USE OF GOODS OR ASSOCIATED PRODUCTS, BUSINESS INTERRUPTION, COST OF CAPITAL, COST OF SUBSTITUTE GOODS, FACILITIES OR SERVICES, DOWNTIME COSTS, OR CLAIMS OF CUSTOMERS OF PURCHASER FOR SUCH DAMAGE. In addition, if Secant furnishes Purchaser with advice or other assistance regarding any goods or services supplied hereunder, or any system or equipment in which any such goods may be installed, and which is not required pursuant to this transaction, the furnishing of the advice or assistance will not subject Secant to any liability, whether based on contract, warranty, tort (including negligence) or other grounds. In the event Purchaser modifies Secant goods or incorporates Secant goods into another product or component part, Purchaser agrees to pay, indemnify, hold harmless and hold the Collateral Agent and the Trustee harmless indemnify Secant from and against any and all other claims, liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, costs and expenses (including reasonable attorneys' fees) involving personal injury or disbursements of property damage. Purchaser also agrees to hold harmless and indemnify Secant from any kind patent or nature whatsoever with respect to the execution, delivery, enforcement, performance and administration of this Agreement and the other Note Documents. WITHOUT LIMITATION, IT IS THE INTENTION OF GRANTOR AND GRANTOR AGREES THAT THE FOREGOING RELEASES AND INDEMNITIES SHALL APPLY TO EACH INDEMNIFIED PARTY WITH RESPECT TO ALL CLAIMS, DEMANDS, LIABILITIES, LOSSES, DAMAGES (INCLUDING WITHOUT LIMITATION CONSEQUENTIAL DAMAGES, CAUSES OF ACTION, JUDGMENTS, PENALTIES, COSTS AND EXPENSES AND FURTHER INCLUDING WITHOUT LIMITATION REASONABLE ATTORNEYS’ FEES AND EXPENSES, WHICH IN WHOLE OR IN PART ARE CAUSED BY OR ARISE OUT OF STRICT LIABILITY OR OUT OF THE NEGLIGENCE OF SUCH (AND/OR ANY OTHER) INDEMNIFIED PARTY. However, such indemnities and releases shall not apply intellectual property claims related to any particular indemnified party (but shall apply to the other indemnified parties) to the extent the subject of the indemnification is caused by Secant goods made in accordance with Purchaser's designs or arises out of the gross negligence or willful misconduct of such particular indemnified partyspecifications.

Limitation of Liability; Indemnity. The Security Interests are granted as security only You hereby release Marquette Bank from any liability and shall agree not subject to make any claim or bring any action against us for honoring or allowing any actions or transactions where you have authorized the Collateral Agent toperson performing the action or transaction to use your account(s) and/or you have given your password to such person, or transfer or in any way affect or modifythe case of a jointly held account, any obligation or liability such person is one of the Grantor with respect to any owners of the Collateral or any transaction in connection therewithaccount. The Collateral Agent, each of the other Secured Parties and any successor or assign thereof are hereby absolved from all liability for failure to collect against the Grantor and from all other responsibility in connection therewith, except the responsibility of each to account (by application upon the Secured Obligations or otherwise) to the Grantor for payments actually received. The Grantor agrees You agree to indemnify Marquette Bank and hold harmless the Collateral Agent and the Trustee against any and all liabilities, actions, claims, judgments, costs, charges and attorneys’ fees by reason of any third party claim to the Collateral, and the Collateral Agent shall have the right to defend against any such third party claims or actions, employing attorneys of the Collateral Agent’s own selection and if not furnished with indemnity satisfactory to them, the Collateral Agent shall have the right to compromise and adjust any such claims, actions and judgments, and in addition to the rights to be indemnified as herein provided, all amounts paid by the Collateral Agent in compromise, satisfaction or discharge of any such claims, actions or judgments, and all court costs, attorneys’ fees and other expenses of every character expended by the Collateral Agent pursuant to the provisions of this Section 2.3 shall be a demand obligation (which obligation the Grantor hereby expressly promises to pay) owing by the Grantor and shall be a part of the Secured Obligations. The Grantor agrees to pay, indemnify, and hold the Collateral Agent and the Trustee it harmless from and against any and all other liabilitiesliability (including but not limited to reasonable attorney fees) arising from any such claims or actions. Our liability to you is explained in any Agreements, obligationsNotices, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever with respect Disclosures that we separately provide to you from time to time regarding your accounts and Online Banking for Business. This section explains our liability to you only to the executionextent that our liability has not been separately disclosed to you by any of these Agreements, deliveryNotices, enforcementor Disclosures. Under no circumstances will we have any liability to you for failing to provide you access to your accounts or Online banking for Business. Furthermore, performance unless otherwise required by applicable law, we will only be responsible for performing the Online Banking for Business service as expressly stated in this Agreement, and administration will only be liable for material losses incurred by you to the extent such losses directly result from our gross negligence or intentional misconduct in performing Online Banking for Business Services. YOU AGREE THAT BANK SHALL NOT BE RESPONSIBLE OR LIABLE TO YOU OR TO ANY OTHER PARTY FOR CONSEQUENTIAL, INDIRECT, SPECIAL EXEMPLARY, PUNITIVE OR INCIDENTAL DAMAGES ARISING OUT OF THE USE BY YOU OF ANY SERVICE EVEN IF YOU, BANK OR BANK’S SERVICE PROVIDER HAVE BEEN SPECIFICALLY ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. TO THE FULLEST EXTENT ALLOWED BY LAW, BANK’S LIABILITY TO YOU UNDER THIS AGREEMENT OR ANY APPLICABLE SERVICE AGREEMENT SHALL BE LIMITED TO CORRECTING ERRORS RESULTING FROM BANK’S FAILURE TO EXERCISE ORDINARY CARE OR TO ACT IN GOOD FAITH. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, IN NO EVENT WILL BANK BE LIABLE TO YOU FOR AN AMOUNT GREATER THAN THE FEES ACTUALLY PAID BY YOU AND RECEIVED BY BANK DURING THE SIX (6) MONTH PERIOD IMMEDIATELY PRECEDING THE DATE ON WHICH THE CLAIM FIRST ACCRUED, WHICH SHALL BE DETERMINED BY THE EARLIER OF THE DATE WHEN YOU FIRST BECAME AWARE OF THE CLAIM OR THE DATE WHEN, THROUGH THE EXERCISE OF REASONABLE CARE, YOU REASONABLY SHOULD HAVE BECOME AWARE OF THE CLAIM. YOU ACKNOWLEDGE AND AGREE THAT YOUR USE OF THE SERVICES SHALL BE AT YOUR SOLE RISK AND THAT THE SERVICES ARE PROVIDED BY BANK ON AN “AS IS” BASIS. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, BANK MAKES NO, AND HEREBY DISCLAIMS ANY AND ALL, REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, IN LAW OR IN FACT, WHATSOEVER TO YOU OR TO ANY OTHER PERSON AS TO THE SERVICES OR ANY ASPECT THEREOF, INCLUDING (WITHOUT LIMITATION) ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUALITY, ACCURACY, OR SUITABILITY. YOU AGREE THAT NO ORAL OR WRITTEN ADVICE OR REPRESENTATION OBTAINED FROM ANY BANK EMPLOYEE OR REPRESENTATIVE SHALL CREATE A WARRANTY OR REPRESENTATION FOR PURPOSES OF THIS AGREEMENT OR ANY SERVICES TO BE PERFORMED PURSUANT HERETO. BANK MAKES NO REPRESENTATION OR WARRANTY, EITHER EXPRESS OR IMPLIED, TO YOU AS TO ANY COMPUTER HARDWARE, SOFTWARE, OR EQUIPMENT USED IN CONNECTION WITH THE SERVICES (INCLUDING, WITHOUT LIMITATION, YOUR COMPUTER SYSTEMS OR RELATED EQUIPMENT, YOUR SOFTWARE, OR YOUR INTERNET SERVICE PROVIDER OR ITS EQUIPMENT), OR AS TO THE SUITABILITY OR COMPATIBILITY OF BANK’S SOFTWARE, INTERNET DELIVERED SERVICE, EQUIPMENT OR COMMUNICATION INTERFACES WITH THOSE THAT YOU USE, OR AS TO WHETHER ANY SOFTWARE OR INTERNET DELIVERED SERVICE WILL PERFORM IN AN UNINTERRUPTED MANNER, INCLUDING (BUT NOT LIMITED TO) ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. BANK SHALL NOT BE RESPONSIBLE OR LIABLE FOR ANY ERRORS OR FAILURES RESULTING FROM DEFECTS IN OR MALFUNCTIONS OF YOUR COMPUTER HARDWARE OR SOFTWARE, FOR THE QUALITY OF PERFORMANCE OR LACK OF PERFORMANCE OF ANY COMPUTER SOFTWARE OR HARDWARE OR INTERNET DELIVERED SERVICES SUPPLIED BY BANK TO YOU IN CONNECTION WITH THIS AGREEMENT, OR FOR THE TRANSMISSION OR FAILURE OF TRANSMISSION OF ANY INFORMATION FROM YOU TO BANK OR FROM BANK TO YOU. BANK SHALL NOT BE RESPONSIBLE FOR NOTIFYING YOU OF ANY UPGRADES OR ENHANCEMENTS TO ANY OF YOUR COMPUTER HARDWARE OR SOFTWARE. Except to the extent that we are liable under the terms of this Agreement or an agreement that otherwise governs your accounts, you agree to indemnify and hold us, our directors, officers, shareholders, employees, agents harmless from all loss, liability, claims, demands, judgements and expenses arising out of or in any way connected with an account for the other Note Documentsperformance of Online Banking for Business Services. WITHOUT LIMITATIONThis indemnification is provided without regard to whether our claim for indemnification is due to the use of the Online Banking for Business services by you or your authorized representative. Marquette Bank reserves the right to modify or terminate this agreement at any time. We will comply with any notice requirements under applicable law for such changes or termination. If we terminate this Agreement, IT IS THE INTENTION OF GRANTOR AND GRANTOR AGREES THAT THE FOREGOING RELEASES AND INDEMNITIES SHALL APPLY TO EACH INDEMNIFIED PARTY WITH RESPECT TO ALL CLAIMSno further Internet Banking transfers or xxxx payments will be made, DEMANDS, LIABILITIES, LOSSES, DAMAGES (INCLUDING WITHOUT LIMITATION CONSEQUENTIAL DAMAGES, CAUSES OF ACTION, JUDGMENTS, PENALTIES, COSTS AND EXPENSES AND FURTHER INCLUDING WITHOUT LIMITATION REASONABLE ATTORNEYS’ FEES AND EXPENSES, WHICH IN WHOLE OR IN PART ARE CAUSED BY OR ARISE OUT OF STRICT LIABILITY OR OUT OF THE NEGLIGENCE OF SUCH (AND/OR ANY OTHER) INDEMNIFIED PARTY. However, such indemnities and releases shall including but not apply limited to any particular indemnified party payments or transfers scheduled in advance or any pre-authorized recurring payments or transfers. If we modify this Agreement, your continued use of Online Banking for Business will constitute your acceptance of such changes in each instance. You hereby authorize Marquette Bank to conduct any investigation deemed necessary to establishing this account. In case of questions regarding Online Banking for Business, Call Marquette Bank at 0-000-000-0000 or write to: Marquette Bank % Treasury Solutions 0000 Xxxx 000xx Xxxxxx Xxx Xxxxxx, Xxxxxxxx 00000 Business Days: Monday through Friday Saturday, Sunday, and Marquette Bank Holidays Excluded Fax completed document to 000-000-0000 or scan/email to xx@xxxxxxxxxxxxxx.xxx Company Name: Taxpayer ID #: Accepted: Date: (but shall apply to the other indemnified partiesMust be authorized signer on account) Printed signer’s Name: Signer’s phone # Signer’s Email: I authorize (print name of authorized user) to act as the extent the subject of the indemnification is caused by or arises out of the gross negligence or willful misconduct of such particular indemnified party.company’s Online Banking for Business Account Administrator. Authorized User’s phone # Authorized User’s Email: Customer requests Mobile Banking/Mobile Deposit Service ($1.00 per deposit)  Yes  No Bank Use Only

Limitation of Liability; Indemnity. The Security Interests are granted as security only and CDI’s liability on any claim for loss or damage arising out of any transactions under this Agreement or from the performance or breach thereof or connected with any goods or services supplied hereunder, or the sale, resale, operation or use of goods, whether based on agreement, warranty, tort (including negligence) or other grounds or theory of liability, shall not exceed the price allocable to such goods or services or part thereof involved in the claim, regardless of cause or fault. Purchaser’s remedies are limited to the return of non-conforming goods and repayment of the price or to the repair and replacement of non-conforming goods, subject to the Collateral Agent toprovisions of Section 7. This limitation of liability and remedies reflects a deliberate and bargained-for allocation of risks between CDI and Purchaser and constitutes the basis of the parties’ bargain, without which CDI would not have agreed to the price or terms of this transaction. CDI SHALL NOT IN ANY EVENT BE LIABLE WHETHER AS A RESULT OF BREACH OF AGREEMENT, WARRANTY, TORT (INCLUDING NEGLIGENCE) OR OTHER GROUNDS FOR INCIDENTAL, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES INCLUDING, BUT NOT LIMITED TO, LOSS OF PROFITS OR REVENUE, LOSS OF USE OF GOODS OR ASSOCIATED PRODUCTS, LOSS OF GOODWILL, BUSINESS INTERRUPTION, COST OF CAPITAL, COST OF SUBSTITUTE GOODS, FACILITIES OR SERVICES, DOWNTIME COSTS, OR CLAIMS OF CUSTOMERS OF PURCHASER FOR SUCH DAMAGE. In addition, if CDI furnishes Purchaser with advice or other assistance regarding any goods or services supplied hereunder, or transfer any system or equipment in which any way affect or modifysuch goods may be installed, any obligation or liability and which is not required pursuant to this transaction, the furnishing of the Grantor with respect advice or assistance will not subject CDI to any of liability, whether based on agreement, warranty, tort (including negligence) or other grounds. In the Collateral event Purchaser modifies CDI goods or any transaction in connection therewith. The Collateral Agentincorporates CDI goods into another product or component part, each of the other Secured Parties and any successor or assign thereof are hereby absolved from all liability for failure to collect against the Grantor and from all other responsibility in connection therewith, except the responsibility of each to account (by application upon the Secured Obligations or otherwise) to the Grantor for payments actually received. The Grantor Purchaser agrees to hold harmless, fully defend and indemnify CDI, including its directors, officers, employees, agents and hold harmless the Collateral Agent and the Trustee against representatives (collectively, “CDI Indemnitees”) from any and all claims, liabilities, actionslosses, claimspenalties, judgmentsinterest, costs, charges damages and attorneys’ fees by reason of any third party claim to the Collateral, and the Collateral Agent shall have the right to defend against any such third party claims or actions, employing attorneys of the Collateral Agent’s own selection and if not furnished with indemnity satisfactory to them, the Collateral Agent shall have the right to compromise and adjust any such claims, actions and judgments, and in addition to the rights to be indemnified as herein provided, all amounts paid by the Collateral Agent in compromise, satisfaction or discharge of any such claims, actions or judgments, and all court costs, expenses (including attorneys’ fees and other expenses of every character expended by the Collateral Agent pursuant to the provisions of this Section 2.3 shall be a demand obligation (which obligation the Grantor hereby expressly promises to paylitigation costs) owing by the Grantor and shall be a part of the Secured Obligationsinvolving personal injury or property damage. The Grantor Xxxxxxxxx also agrees to payhold harmless, indemnify, fully defend and hold the Collateral Agent indemnify CDI and the Trustee harmless CDI Indemnitees from and against any and all patent or other liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses intellectual property claims related to (i) any CDI goods made in accordance with Purchaser’s designs or disbursements specifications; (ii) the use of any kind drawings provided to CDI by Purchaser for use in the manufacture, production or nature whatsoever with respect to the execution, delivery, enforcement, performance and administration of this Agreement and the other Note Documents. WITHOUT LIMITATION, IT IS THE INTENTION OF GRANTOR AND GRANTOR AGREES THAT THE FOREGOING RELEASES AND INDEMNITIES SHALL APPLY TO EACH INDEMNIFIED PARTY WITH RESPECT TO ALL CLAIMS, DEMANDS, LIABILITIES, LOSSES, DAMAGES (INCLUDING WITHOUT LIMITATION CONSEQUENTIAL DAMAGES, CAUSES OF ACTION, JUDGMENTS, PENALTIES, COSTS AND EXPENSES AND FURTHER INCLUDING WITHOUT LIMITATION REASONABLE ATTORNEYS’ FEES AND EXPENSES, WHICH IN WHOLE OR IN PART ARE CAUSED BY OR ARISE OUT OF STRICT LIABILITY OR OUT OF THE NEGLIGENCE OF SUCH (AND/OR ANY OTHER) INDEMNIFIED PARTY. However, such indemnities and releases shall not apply to any particular indemnified party (but shall apply to the other indemnified parties) to the extent the subject of the indemnification is caused by or arises out of the gross negligence or willful misconduct assembly of such particular indemnified partygoods, or (iii) Purchaser’s modification of CDI goods or Purchaser’s combination of CDI’s goods with another product, which in either case was not previously authorized by CDI.

Limitation of Liability; Indemnity. The Security Interests are granted as security only and Secant’s liability on any claim for loss or damage arising out of this transaction or from the performance or breach thereof or connected with any goods or services supplied hereunder, or the sale, resale, operation or use of goods, whether based on contract, warranty, tort (including negligence) or other grounds, shall not subject exceed the Collateral Agent toprice allocable to such goods or services or part thereof involved in the claim, regardless of cause or transfer or in any way affect or modify, any obligation or liability fault. Purchaser's remedies are limited to the return of non-conforming goods and repayment of the Grantor with respect to any of the Collateral price or any transaction in connection therewith. The Collateral Agent, each of the other Secured Parties and any successor or assign thereof are hereby absolved from all liability for failure to collect against the Grantor and from all other responsibility in connection therewith, except the responsibility of each to account (by application upon the Secured Obligations or otherwise) to the Grantor for payments actually received. The Grantor agrees to indemnify repair and hold harmless the Collateral Agent and the Trustee against any and all liabilitiesreplacement of non-conforming goods, actions, claims, judgments, costs, charges and attorneys’ fees by reason of any third party claim to the Collateral, and the Collateral Agent shall have the right to defend against any such third party claims or actions, employing attorneys of the Collateral Agent’s own selection and if not furnished with indemnity satisfactory to them, the Collateral Agent shall have the right to compromise and adjust any such claims, actions and judgments, and in addition to the rights to be indemnified as herein provided, all amounts paid by the Collateral Agent in compromise, satisfaction or discharge of any such claims, actions or judgments, and all court costs, attorneys’ fees and other expenses of every character expended by the Collateral Agent pursuant subject to the provisions of this Section 2.3 shall be paragraph 6. This limitation of liability and remedies reflects a demand obligation (which obligation deliberate and bargained-for allocation of risks between Secant and Purchaser and constitutes the Grantor hereby expressly promises to pay) owing by the Grantor and shall be a part basis of the Secured Obligationsparties' bargain, without which Secant would not have agreed to the price or terms of this transaction. The Grantor Secant shall not, under any circumstances, be liable for any charges without its prior written consent. Secant SHALL NOT IN ANY EVENT BE LIABLE WHETHER AS A RESULT OF BREACH OF CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE) OR OTHER GROUNDS FOR INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES INCLUDING, BUT NOT LIMITED TO, LOSS OF PROFITS OR REVENUE, LOSS OF USE OF GOODS OR ASSOCIATED PRODUCTS, BUSINESS INTERRUPTION, COST OF CAPITAL, COST OF SUBSTITUTE GOODS, FACILITIES OR SERVICES, DOWNTIME COSTS, OR CLAIMS OF CUSTOMERS OF PURCHASER FOR SUCH DAMAGE. In addition, if Secant furnishes Purchaser with advice or other assistance regarding any goods or services supplied hereunder, or any system or equipment in which any such goods may be installed, and which is not required pursuant to this transaction, the furnishing of the advice or assistance will not subject Secant’s to any liability, whether based on contract, warranty, tort (including negligence) or other grounds. In the event Purchaser modifies Secant’s goods or incorporates Secant’s goods into another product or component part, Purchaser agrees to pay, indemnify, hold harmless and hold the Collateral Agent and the Trustee harmless indemnify Secant from and against any and all other claims, liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, costs and expenses (including reasonable attorneys' fees) involving personal injury or disbursements of property damage. Xxxxxxxxx also agrees to hold harmless and indemnify Secant from any kind patent or nature whatsoever with respect to the execution, delivery, enforcement, performance and administration of this Agreement and the other Note Documents. WITHOUT LIMITATION, IT IS THE INTENTION OF GRANTOR AND GRANTOR AGREES THAT THE FOREGOING RELEASES AND INDEMNITIES SHALL APPLY TO EACH INDEMNIFIED PARTY WITH RESPECT TO ALL CLAIMS, DEMANDS, LIABILITIES, LOSSES, DAMAGES (INCLUDING WITHOUT LIMITATION CONSEQUENTIAL DAMAGES, CAUSES OF ACTION, JUDGMENTS, PENALTIES, COSTS AND EXPENSES AND FURTHER INCLUDING WITHOUT LIMITATION REASONABLE ATTORNEYS’ FEES AND EXPENSES, WHICH IN WHOLE OR IN PART ARE CAUSED BY OR ARISE OUT OF STRICT LIABILITY OR OUT OF THE NEGLIGENCE OF SUCH (AND/OR ANY OTHER) INDEMNIFIED PARTY. However, such indemnities and releases shall not apply intellectual property claims related to any particular indemnified party (but shall apply to the other indemnified parties) to the extent the subject of the indemnification is caused by Secant goods made in accordance with Purchaser's designs or arises out of the gross negligence or willful misconduct of such particular indemnified partyspecifications.

Limitation of Liability; Indemnity. The Security Interests are granted as security only and Xxxxxx’x liability on any claim for loss or damage arising out of this transaction or from the performance or breach thereof or connected with any goods or services supplied hereunder, or the sale, resale, operation or use of goods, whether based on Contract, warranty, tort (including negligence) or other grounds, shall not subject exceed the Collateral Agent toprice allocable to such goods or services or part thereof involved in the claim, regardless of cause or transfer or in any way affect or modify, any obligation or liability fault. Purchaser’s remedies are limited to the return of non-conforming goods and repayment of the Grantor with respect to any of the Collateral price or any transaction in connection therewith. The Collateral Agent, each of the other Secured Parties and any successor or assign thereof are hereby absolved from all liability for failure to collect against the Grantor and from all other responsibility in connection therewith, except the responsibility of each to account (by application upon the Secured Obligations or otherwise) to the Grantor for payments actually received. The Grantor agrees to indemnify repair and hold harmless the Collateral Agent replacement of non-conforming goods, as determined by Xxxxxx and the Trustee against any and all liabilities, actions, claims, judgments, costs, charges and attorneys’ fees by reason of any third party claim to the Collateral, and the Collateral Agent shall have the right to defend against any such third party claims or actions, employing attorneys of the Collateral Agent’s own selection and if not furnished with indemnity satisfactory to them, the Collateral Agent shall have the right to compromise and adjust any such claims, actions and judgments, and in addition to the rights to be indemnified as herein provided, all amounts paid by the Collateral Agent in compromise, satisfaction or discharge of any such claims, actions or judgments, and all court costs, attorneys’ fees and other expenses of every character expended by the Collateral Agent pursuant subject to the provisions of this Section 2.3 shall be section 7. This limitation of liability and remedies reflects a demand obligation (which obligation deliberate and bargained-for allocation of risks between Xxxxxx and Purchaser and constitutes the Grantor hereby expressly promises to pay) owing by the Grantor and shall be a part basis of the Secured Obligationsparties’ bargain, without which Xxxxxx would not have agreed to the price or terms of this transaction. The Grantor Xxxxxx shall not, under any circumstances, be liable for any charges without its prior written consent. Xxxxxx SHALL NOT IN ANY EVENT BE LIABLE WHETHER AS A RESULT OF BREACH OF CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE) OR OTHER GROUNDS FOR INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES INCLUDING, BUT NOT LIMITED TO, LOSS OF PROFITS OR REVENUE, LOSS OF USE OF GOODS OR ASSOCIATED PRODUCTS, BUSINESS INTERRUPTION, COST OF CAPITAL, COST OF SUBSTITUTE GOODS, FACILITIES OR SERVICES, DOWNTIME COSTS, OR CLAIMS OF CUSTOMERS OF PURCHASER FOR SUCH DAMAGE. In addition, if Xxxxxx furnishes Purchaser with advice or other assistance regarding any goods or services supplied hereunder, or any system or equipment in which any such goods may be installed, and which is not required pursuant to this transaction, the furnishing of the advice or assistance will not subject Xxxxxx to any liability, whether based on Contract, warranty, tort (including negligence) or other grounds. In the event Purchaser modifies Xxxxxx goods or incorporates Xxxxxx goods into another product or component part, Purchaser agrees to pay, indemnify, hold harmless and hold the Collateral Agent and the Trustee harmless indemnify Xxxxxx from and against any and all other claims, liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, costs and expenses (including reasonable attorneys’ fees) involving personal injury or disbursements property damage. Purchaser also agrees to hold harmless and indemnify Xxxxxx from any patent or other intellectual property claims related to (a)any Xxxxxx goods made in accordance with Purchaser’s designs or specifications; or (b)the use of any kind drawings provided to Xxxxxx by Purchaser for use in the manufacture, production or nature whatsoever with respect to the execution, delivery, enforcement, performance and administration of this Agreement and the other Note Documents. WITHOUT LIMITATION, IT IS THE INTENTION OF GRANTOR AND GRANTOR AGREES THAT THE FOREGOING RELEASES AND INDEMNITIES SHALL APPLY TO EACH INDEMNIFIED PARTY WITH RESPECT TO ALL CLAIMS, DEMANDS, LIABILITIES, LOSSES, DAMAGES (INCLUDING WITHOUT LIMITATION CONSEQUENTIAL DAMAGES, CAUSES OF ACTION, JUDGMENTS, PENALTIES, COSTS AND EXPENSES AND FURTHER INCLUDING WITHOUT LIMITATION REASONABLE ATTORNEYS’ FEES AND EXPENSES, WHICH IN WHOLE OR IN PART ARE CAUSED BY OR ARISE OUT OF STRICT LIABILITY OR OUT OF THE NEGLIGENCE OF SUCH (AND/OR ANY OTHER) INDEMNIFIED PARTY. However, such indemnities and releases shall not apply to any particular indemnified party (but shall apply to the other indemnified parties) to the extent the subject of the indemnification is caused by or arises out of the gross negligence or willful misconduct assembly of such particular indemnified partygoods.

Limitation of Liability; Indemnity. The Security Interests are granted as security only and shall not subject (a) Except for the Collateral Agent to, or transfer or contents of a confirmation for a Transaction entered into using the Website,information on the Website in any way affect or modifyTalisman Offer , ENRON AND ITS DIRECTORS, OFFICERS, EMPLOYEES AND AGENTS, SHALL HAVE NO LIABILITY, CONTINGENT OR OTHERWISE, TO TALISMAN OR TO THIRD PARTIES, FOR THE ACCURACY, TIMELINESS, COMPLETENESS, RELIABILITY, PERFORMANCE OR CONTINUED AVAILABILITY OF THE WEBSITE OR FOR DELAYS OR OMISSIONS THEREIN. IN NO EVENT WILL ENRON BE LIABLE FOR ANY SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES (INCLUDING, WITHOUT LIMITATION, LOSS OF BUSINESS, LOSS OF PROFIT, LOSS OR CORRUPTION OF DATA, LOSS OF GOODWILL OR REPUTATION OR WASTED MANAGEMENT TIME) WHICH MAY BE INCURRED OR EXPERIENCED ON ACCOUNT OF TALISMAN ENTERING INTO THIS AGREEMENT OR USING OR RELYING ON THE WEBSITE OR ANY INFORMATIONON IT, ,INFORMATION ON IT, excludingany information on the Website in any obligation or liability Talisman offer, included in a confirmation of a Transaction displayed on the Grantor with respect to any of the Collateral or any transaction in connection therewithwebsite, EVEN IF ENRON HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. The Collateral Agent, each of the other Secured Parties and any successor or assign thereof are hereby absolved from all liability for failure to collect against the Grantor and from all other responsibility in connection therewith, except the responsibility of each to account (by application upon the Secured Obligations or otherwise) to the Grantor for payments actually received. The Grantor agrees to indemnify and hold harmless the Collateral Agent and the Trustee against any and all liabilities, actions, claims, judgments, costs, charges and attorneys’ fees by reason of any third party claim to the Collateral, and the Collateral Agent shall have the right to defend against any such third party claims or actions, employing attorneys of the Collateral Agent’s own selection and if not furnished with indemnity satisfactory to them, the Collateral Agent shall have the right to compromise and adjust any such claims, actions and judgments, and in addition to the rights to be indemnified as herein provided, all amounts paid by the Collateral Agent in compromise, satisfaction or discharge of any such claims, actions or judgments, and all court costs, attorneys’ fees and other expenses of every character expended by the Collateral Agent pursuant to ANY LIMITATIONS OR RESTRICTIONS ON THE LIABILITY OF EITHER PARTY IN THIS AGREEMENT SHALL ONLY APPLY TO THE EXTENT PERMITTED BY APPLICABLE LAW Notwithstanding the provisions of this Section 2.3 Section, the Parties shall rely on confirmation displayed on the Website that a Transaction has occurred, unless objected to as provided for in this Electronic Trading Agreement, and all of the remedies provided for in the governing Master Agreements shall be a demand obligation (which obligation available to each Party for the Grantor hereby expressly promises to pay) owing by the Grantor and shall be a part failure of the Secured Obligations. The Grantor agrees other to pay, indemnify, and hold carry out its obligations under any Transaction confirmedexecuted in the Collateral Agent and manner set forth herein on the Trustee harmless from and against any and all other liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever with respect to the execution, delivery, enforcement, performance and administration of this Agreement and the other Note Documents. WITHOUT LIMITATION, IT IS THE INTENTION OF GRANTOR AND GRANTOR AGREES THAT THE FOREGOING RELEASES AND INDEMNITIES SHALL APPLY TO EACH INDEMNIFIED PARTY WITH RESPECT TO ALL CLAIMS, DEMANDS, LIABILITIES, LOSSES, DAMAGES (INCLUDING WITHOUT LIMITATION CONSEQUENTIAL DAMAGES, CAUSES OF ACTION, JUDGMENTS, PENALTIES, COSTS AND EXPENSES AND FURTHER INCLUDING WITHOUT LIMITATION REASONABLE ATTORNEYS’ FEES AND EXPENSES, WHICH IN WHOLE OR IN PART ARE CAUSED BY OR ARISE OUT OF STRICT LIABILITY OR OUT OF THE NEGLIGENCE OF SUCH (AND/OR ANY OTHER) INDEMNIFIED PARTY. However, such indemnities and releases shall not apply to any particular indemnified party (but shall apply to the other indemnified parties) to the extent the subject of the indemnification is caused by or arises out of the gross negligence or willful misconduct of such particular indemnified partyWebsite.

Limitation of Liability; Indemnity. The Security Interests are granted as security only You hereby release Marquette Bank from any liability and shall agree not subject to make any claim or bring any action against us for honoring or allowing any actions or transactions where you have authorized the Collateral Agent toperson performing the action or transaction to use your account(s) and/or you have given your password to such person, or transfer or in any way affect or modifythe case of a jointly held account, any obligation or liability such person is one of the Grantor with respect to any owners of the Collateral or any transaction in connection therewithaccount. The Collateral Agent, each of the other Secured Parties and any successor or assign thereof are hereby absolved from all liability for failure to collect against the Grantor and from all other responsibility in connection therewith, except the responsibility of each to account (by application upon the Secured Obligations or otherwise) to the Grantor for payments actually received. The Grantor agrees You agree to indemnify Marquette Bank and hold harmless the Collateral Agent and the Trustee against any and all liabilities, actions, claims, judgments, costs, charges and attorneys’ fees by reason of any third party claim to the Collateral, and the Collateral Agent shall have the right to defend against any such third party claims or actions, employing attorneys of the Collateral Agent’s own selection and if not furnished with indemnity satisfactory to them, the Collateral Agent shall have the right to compromise and adjust any such claims, actions and judgments, and in addition to the rights to be indemnified as herein provided, all amounts paid by the Collateral Agent in compromise, satisfaction or discharge of any such claims, actions or judgments, and all court costs, attorneys’ fees and other expenses of every character expended by the Collateral Agent pursuant to the provisions of this Section 2.3 shall be a demand obligation (which obligation the Grantor hereby expressly promises to pay) owing by the Grantor and shall be a part of the Secured Obligations. The Grantor agrees to pay, indemnify, and hold the Collateral Agent and the Trustee it harmless from and against any and all other liabilitiesliability (including but not limited to reasonable attorney fees) arising from any such claims or actions. Our liability to you is explained in any Agreements, obligationsNotices, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever with respect Disclosures that we separately provide to you from time to time regarding your accounts and Online Banking for Business. This section explains our liability to you only to the executionextent that our liability has not been separately disclosed to you by any of these Agreements, deliveryNotices, enforcementor Disclosures. Under no circumstances will we have any liability to you for failing to provide you access to your accounts or Online banking for Business. Furthermore, performance unless otherwise required by applicable law, we will only be responsible for performing the Online Banking for Business service as expressly stated in this Agreement, and administration will only be liable for material losses incurred by you to the extent such losses directly result from our gross negligence or intentional misconduct in performing Online Banking for Business Services. YOU AGREE THAT BANK SHALL NOT BE RESPONSIBLE OR LIABLE TO YOU OR TO ANY OTHER PARTY FOR CONSEQUENTIAL, INDIRECT, SPECIAL EXEMPLARY, PUNITIVE OR INCIDENTAL DAMAGES ARISING OUT OF THE USE BY YOU OF ANY SERVICE EVEN IF YOU, BANK OR BANK’S SERVICE PROVIDER HAVE BEEN SPECIFICALLY ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. TO THE FULLEST EXTENT ALLOWED BY LAW, BANK’S LIABILITY TO YOU UNDER THIS AGREEMENT OR ANY APPLICABLE SERVICE AGREEMENT SHALL BE LIMITED TO CORRECTING ERRORS RESULTING FROM BANK’S FAILURE TO EXERCISE ORDINARY CARE OR TO ACT IN GOOD FAITH. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, IN NO EVENT WILL BANK BE LIABLE TO YOU FOR AN AMOUNT GREATER THAN THE FEES ACTUALLY PAID BY YOU AND RECEIVED BY BANK DURING THE SIX (6) MONTH PERIOD IMMEDIATELY PRECEDING THE DATE ON WHICH THE CLAIM FIRST ACCRUED, WHICH SHALL BE DETERMINED BY THE EARLIER OF THE DATE WHEN YOU FIRST BECAME AWARE OF THE CLAIM OR THE DATE WHEN, THROUGH THE EXERCISE OF REASONABLE CARE, YOU REASONABLY SHOULD HAVE BECOME AWARE OF THE CLAIM. YOU ACKNOWLEDGE AND AGREE THAT YOUR USE OF THE SERVICES SHALL BE AT YOUR SOLE RISK AND THAT THE SERVICES ARE PROVIDED BY BANK ON AN “AS IS” BASIS. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, BANK MAKES NO, AND HEREBY DISCLAIMS ANY AND ALL, REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, IN LAW OR IN FACT, WHATSOEVER TO YOU OR TO ANY OTHER PERSON AS TO THE SERVICES OR ANY ASPECT THEREOF, INCLUDING (WITHOUT LIMITATION) ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUALITY, ACCURACY, OR SUITABILITY. YOU AGREE THAT NO ORAL OR WRITTEN ADVICE OR REPRESENTATION OBTAINED FROM ANY BANK EMPLOYEE OR REPRESENTATIVE SHALL CREATE A WARRANTY OR REPRESENTATION FOR PURPOSES OF THIS AGREEMENT OR ANY SERVICES TO BE PERFORMED PURSUANT HERETO. BANK MAKES NO REPRESENTATION OR WARRANTY, EITHER EXPRESS OR IMPLIED, TO YOU AS TO ANY COMPUTER HARDWARE, SOFTWARE, OR EQUIPMENT USED IN CONNECTION WITH THE SERVICES (INCLUDING, WITHOUT LIMITATION, YOUR COMPUTER SYSTEMS OR RELATED EQUIPMENT, YOUR SOFTWARE, OR YOUR INTERNET SERVICE PROVIDER OR ITS EQUIPMENT), OR AS TO THE SUITABILITY OR COMPATIBILITY OF BANK’S SOFTWARE, INTERNET DELIVERED SERVICE, EQUIPMENT OR COMMUNICATION INTERFACES WITH THOSE THAT YOU USE, OR AS TO WHETHER ANY SOFTWARE OR INTERNET DELIVERED SERVICE WILL PERFORM IN AN UNINTERRUPTED MANNER, INCLUDING (BUT NOT LIMITED TO) ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. BANK SHALL NOT BE RESPONSIBLE OR LIABLE FOR ANY ERRORS OR FAILURES RESULTING FROM DEFECTS IN OR MALFUNCTIONS OF YOUR COMPUTER HARDWARE OR SOFTWARE, FOR THE QUALITY OF PERFORMANCE OR LACK OF PERFORMANCE OF ANY COMPUTER SOFTWARE OR HARDWARE OR INTERNET DELIVERED SERVICES SUPPLIED BY BANK TO YOU IN CONNECTION WITH THIS AGREEMENT, OR FOR THE TRANSMISSION OR FAILURE OF TRANSMISSION OF ANY INFORMATION FROM YOU TO BANK OR FROM BANK TO YOU. BANK SHALL NOT BE RESPONSIBLE FOR NOTIFYING YOU OF ANY UPGRADES OR ENHANCEMENTS TO ANY OF YOUR COMPUTER HARDWARE OR SOFTWARE. Except to the extent that we are liable under the terms of this Agreement or an agreement that otherwise governs your accounts, you agree to indemnify and hold us, our directors, officers, shareholders, employees, agents harmless from all loss, liability, claims, demands, judgements and expenses arising out of or in any way connected with an account for the other Note Documentsperformance of Online Banking for Business Services. WITHOUT LIMITATIONThis indemnification is provided without regard to whether our claim for indemnification is due to the use of the Online Banking for Business services by you or your authorized representative. Marquette Bank reserves the right to modify or terminate this agreement at any time. We will comply with any notice requirements under applicable law for such changes or termination. If we terminate this Agreement, IT IS THE INTENTION OF GRANTOR AND GRANTOR AGREES THAT THE FOREGOING RELEASES AND INDEMNITIES SHALL APPLY TO EACH INDEMNIFIED PARTY WITH RESPECT TO ALL CLAIMSno further Internet Banking transfers or bill payments will be made, DEMANDS, LIABILITIES, LOSSES, DAMAGES (INCLUDING WITHOUT LIMITATION CONSEQUENTIAL DAMAGES, CAUSES OF ACTION, JUDGMENTS, PENALTIES, COSTS AND EXPENSES AND FURTHER INCLUDING WITHOUT LIMITATION REASONABLE ATTORNEYS’ FEES AND EXPENSES, WHICH IN WHOLE OR IN PART ARE CAUSED BY OR ARISE OUT OF STRICT LIABILITY OR OUT OF THE NEGLIGENCE OF SUCH (AND/OR ANY OTHER) INDEMNIFIED PARTY. However, such indemnities and releases shall including but not apply limited to any particular indemnified party payments or transfers scheduled in advance or any pre-authorized recurring payments or transfers. If we modify this Agreement, your continued use of Online Banking for Business will constitute your acceptance of such changes in each instance. You hereby authorize Marquette Bank to conduct any investigation deemed necessary to establishing this account. In case of questions regarding Online Banking for Business, Call Marquette Bank at 0-000-000-0000 or write to: Marquette Bank % Treasury Solutions 0000 Xxxx 000xx Xxxxxx Xxx Xxxxxx, Xxxxxxxx 00000 Business Days: Monday through Friday Saturday, Sunday, and Marquette Bank Holidays Excluded Fax completed document to 000-000-0000 or scan/email to xx@xxxxxxxxxxxxxx.xxx Company Name: Taxpayer ID #: Accepted: Date: (but shall apply to the other indemnified partiesMust be authorized signer on account) Printed signer’s Name: Xxxxxx’s phone # Signer’s Email: I authorize (print name of authorized user) to act as the extent the subject of the indemnification is caused by or arises out of the gross negligence or willful misconduct of such particular indemnified party.company’s Online Banking for Business Account Administrator. Authorized User’s phone # Authorized User’s Email: Customer requests Mobile Banking/Mobile Deposit Service ($1.00 per deposit) 🞏 Yes 🞏 No Bank Use Only

Limitation of Liability; Indemnity. The Security Interests are granted as security only Agent and shall not subject the Collateral Agent to, or transfer or in any way affect or modify, any obligation or liability of the Grantor with respect to any of the Collateral or any transaction in connection therewith. The Collateral Agent, each of the other Secured Parties its successors and any successor or assign thereof assigns are hereby absolved from all liability for failure to collect against enforce collection of the Grantor Proceeds of Runs and from all other responsibility in connection therewith, except the responsibility of each to account (by application upon the Secured Obligations Liabilities or otherwise) to the Grantor Borrower for payments funds actually received. The Grantor Borrower agrees to indemnify and hold harmless the Collateral Agent and the Trustee other Secured Parties against any and all liabilities, actions, claims, judgments, costs, charges and attorneys’ ' fees by reason of any the assertion that such parties received, either before or after payment and performance in full of the Secured Liabilities, funds from the production of Hydrocarbons or the Proceeds of Runs claimed by third party claim persons (and/or funds attributable to sales of production which (i) were made at prices in excess of the Collateralmaximum price permitted by or (ii) were otherwise made in violation of contracts, agreements, laws, rules, regulations and/or orders governing such sales), and the Collateral Agent shall have the right to defend against any such third party claims or actions, employing attorneys of the Collateral Agent’s 's own selection and if not furnished with indemnity satisfactory to them, the Collateral Agent shall have the right to compromise and adjust any such claims, actions and judgments, and in addition to the rights to be indemnified as herein provided, all amounts paid by the Collateral Agent in compromise, satisfaction or discharge of any such claims, actions or judgments, and all court costs, attorneys’ ' fees and other expenses of every character expended by the Collateral Agent pursuant to the provisions of this Section 2.3 shall be a demand obligation (which obligation the Grantor Borrower hereby expressly promises to pay) owing by the Grantor Borrower to such parties and shall be a part of bear interest, from the Secured Obligations. The Grantor agrees to paydate expended until paid, indemnify, and hold at the Collateral Agent and the Trustee harmless from and against any and all other liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever with respect to the execution, delivery, enforcement, performance and administration of this Agreement and the other Note Documentsrate described in Section 4.8 ("Advances by Agent") hereof. WITHOUT LIMITATION, IT IS THE INTENTION OF GRANTOR BORROWER AND GRANTOR BORROWER AGREES THAT THE FOREGOING RELEASES AND INDEMNITIES SHALL APPLY TO EACH INDEMNIFIED PARTY WITH RESPECT TO ALL CLAIMS, DEMANDS, LIABILITIES, LOSSES, DAMAGES (INCLUDING WITHOUT LIMITATION CONSEQUENTIAL DAMAGES, CAUSES OF ACTION, JUDGMENTS, PENALTIES, COSTS AND EXPENSES AND FURTHER INCLUDING WITHOUT LIMITATION REASONABLE ATTORNEYS’ ' FEES AND EXPENSES, WHICH IN WHOLE OR IN PART ARE CAUSED BY OR ARISE OUT OF STRICT LIABILITY OR OUT OF THE NEGLIGENCE OF SUCH (AND/OR ANY OTHER) INDEMNIFIED PARTY. However, such indemnities and releases shall not apply to any particular indemnified party (but shall apply to the other indemnified parties) to the extent the subject of the indemnification is caused by or arises out of the gross negligence or willful misconduct of such particular indemnified party.

Limitation of Liability; Indemnity. The Security Interests are granted as security only and SanaVita Medical’s liability on any claim for loss or damage arising out of this transaction or from the performance or breach thereof or connected with any goods or services supplied hereunder, or the sale, resale, operation or use of goods, whether based on contract, warranty, tort (including negligence) or other grounds, shall not subject exceed the Collateral Agent toprice allocable to such goods or services or part thereof involved in the claim, regardless of cause or transfer or in any way affect or modify, any obligation or liability fault. Purchaser's remedies are limited to the return of non-conforming goods and repayment of the Grantor with respect to any of the Collateral price or any transaction in connection therewith. The Collateral Agent, each of the other Secured Parties and any successor or assign thereof are hereby absolved from all liability for failure to collect against the Grantor and from all other responsibility in connection therewith, except the responsibility of each to account (by application upon the Secured Obligations or otherwise) to the Grantor for payments actually received. The Grantor agrees to indemnify repair and hold harmless the Collateral Agent and the Trustee against any and all liabilitiesreplacement of non-conforming goods, actions, claims, judgments, costs, charges and attorneys’ fees by reason of any third party claim to the Collateral, and the Collateral Agent shall have the right to defend against any such third party claims or actions, employing attorneys of the Collateral Agent’s own selection and if not furnished with indemnity satisfactory to them, the Collateral Agent shall have the right to compromise and adjust any such claims, actions and judgments, and in addition to the rights to be indemnified as herein provided, all amounts paid by the Collateral Agent in compromise, satisfaction or discharge of any such claims, actions or judgments, and all court costs, attorneys’ fees and other expenses of every character expended by the Collateral Agent pursuant subject to the provisions of this Section 2.3 shall be paragraph 6. This limitation of liability and remedies reflects a demand obligation (which obligation deliberate and bargained-for allocation of risks between SanaVita Medical and Purchaser and constitutes the Grantor hereby expressly promises to pay) owing by the Grantor and shall be a part basis of the Secured Obligationsparties' bargain, without which SanaVita Medical would not have agreed to the price or terms of this transaction. The Grantor SanaVita Medical shall not, under any circumstances, be liable for any charges without its prior written consent. SanaVita Medical SHALL NOT IN ANY EVENT BE LIABLE WHETHER AS A RESULT OF BREACH OF CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE) OR OTHER GROUNDS FOR INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES INCLUDING, BUT NOT LIMITED TO, LOSS OF PROFITS OR REVENUE, LOSS OF USE OF GOODS OR ASSOCIATED PRODUCTS, BUSINESS INTERRUPTION, COST OF CAPITAL, COST OF SUBSTITUTE GOODS, FACILITIES OR SERVICES, DOWNTIME COSTS, OR CLAIMS OF CUSTOMERS OF PURCHASER FOR SUCH DAMAGE. In addition, if SanaVita Medical furnishes Purchaser with advice or other assistance regarding any goods or services supplied hereunder, or any system or equipment in which any such goods may be installed, and which is not required pursuant to this transaction, the furnishing of the advice or assistance will not subject SanaVita Medical to any liability, whether based on contract, warranty, tort (including negligence) or other grounds. In the event Purchaser modifies SanaVita Medical goods or incorporates SanaVita Medical goods into another product or component part, Purchaser agrees to pay, indemnify, hold harmless and hold the Collateral Agent and the Trustee harmless indemnify SanaVita Medical from and against any and all other claims, liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, costs and expenses (including reasonable attorneys' fees) involving personal injury or disbursements of property damage. Xxxxxxxxx also agrees to hold harmless and indemnify SanaVita Medical from any kind patent or nature whatsoever with respect to the execution, delivery, enforcement, performance and administration of this Agreement and the other Note Documents. WITHOUT LIMITATION, IT IS THE INTENTION OF GRANTOR AND GRANTOR AGREES THAT THE FOREGOING RELEASES AND INDEMNITIES SHALL APPLY TO EACH INDEMNIFIED PARTY WITH RESPECT TO ALL CLAIMS, DEMANDS, LIABILITIES, LOSSES, DAMAGES (INCLUDING WITHOUT LIMITATION CONSEQUENTIAL DAMAGES, CAUSES OF ACTION, JUDGMENTS, PENALTIES, COSTS AND EXPENSES AND FURTHER INCLUDING WITHOUT LIMITATION REASONABLE ATTORNEYS’ FEES AND EXPENSES, WHICH IN WHOLE OR IN PART ARE CAUSED BY OR ARISE OUT OF STRICT LIABILITY OR OUT OF THE NEGLIGENCE OF SUCH (AND/OR ANY OTHER) INDEMNIFIED PARTY. However, such indemnities and releases shall not apply intellectual property claims related to any particular indemnified party (but shall apply to the other indemnified parties) to the extent the subject of the indemnification is caused by SanaVita Medical goods made in accordance with Purchaser's designs or arises out of the gross negligence or willful misconduct of such particular indemnified partyspecifications.

Limitation of Liability; Indemnity. (a) The Security Interests are granted as security only liability, if any, of Bank and Cornerstone under this Agreement whether to Merchant or to any other party, whatever the basis of the liability, shall not subject exceed in the Collateral Agent toaggregate the difference between (i) the amount of fees paid by Merchant to Cornerstone and Bank during the month in which the transaction out of which the liability arose occurred, and (ii) assessments, Chargebacks, and any offsets authorized under this Agreement against such fees which arose during such month. In the event more than one month is involved, the aggregate amount of Cornerstone and Bank’s liability shall not exceed the lowest amount determined in accord with the foregoing calculation for any one month involved. In no event will Bank, Cornerstone, nor their officers, agents, directors, or transfer employees be liable for any indirect, special, or in any way affect or modify, any obligation or liability of the Grantor with respect to any of the Collateral or any transaction in connection therewith. The Collateral Agent, each of the other Secured Parties and any successor or assign thereof are consequential damages; (b) Merchant hereby absolved from all liability for failure to collect against the Grantor and from all other responsibility in connection therewith, except the responsibility of each to account (by application upon the Secured Obligations or otherwise) to the Grantor for payments actually received. The Grantor agrees to indemnify and hold Bank, Cornerstone and their employees and agents harmless from any claim relating to a dispute between Merchant and a Cardholder, any Sales Draft paid, and for any claim that may be made by anyone by way of defense, dispute, offset, counterclaim or affirmative action, or for any damages of, or losses that either Bank or Cornerstone may incur as a result of Merchant’s breach of this Agreement. Further, Merchant shall reimburse Bank or Cornerstone, as the Collateral Agent case may be, for all expenses and the Trustee against any and all liabilities, actions, claims, judgments, costs, charges including attorney’s fees, with regard thereto; (c) Cornerstone and attorneys’ fees by reason Bank will perform all services in accordance with this Agreement. Cornerstone makes no other warranty, express or implied, regarding the services, and nothing contained in the Agreement will constitute such a warranty. Cornerstone disclaims all implied warranties, including those of any third merchantability and fitness for a particular purpose. No party claim will be liable to the Collateral, and the Collateral Agent shall have the right to defend against other parties for any such third party claims failure or actions, employing attorneys of the Collateral Agent’s own selection and if not furnished with indemnity satisfactory to them, the Collateral Agent shall have the right to compromise and adjust any such claims, actions and judgments, and delay in addition to the rights to be indemnified as herein provided, all amounts paid by the Collateral Agent in compromise, satisfaction or discharge of any such claims, actions or judgments, and all court costs, attorneys’ fees and other expenses of every character expended by the Collateral Agent pursuant to the provisions of this Section 2.3 shall be a demand obligation (which obligation the Grantor hereby expressly promises to pay) owing by the Grantor and shall be a part of the Secured Obligations. The Grantor agrees to pay, indemnify, and hold the Collateral Agent and the Trustee harmless from and against any and all other liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever with respect to the execution, delivery, enforcement, its performance and administration of this Agreement and the other Note Documents. WITHOUT LIMITATION, IT IS THE INTENTION OF GRANTOR AND GRANTOR AGREES THAT THE FOREGOING RELEASES AND INDEMNITIES SHALL APPLY TO EACH INDEMNIFIED PARTY WITH RESPECT TO ALL CLAIMS, DEMANDS, LIABILITIES, LOSSES, DAMAGES (INCLUDING WITHOUT LIMITATION CONSEQUENTIAL DAMAGES, CAUSES OF ACTION, JUDGMENTS, PENALTIES, COSTS AND EXPENSES AND FURTHER INCLUDING WITHOUT LIMITATION REASONABLE ATTORNEYS’ FEES AND EXPENSES, WHICH IN WHOLE OR IN PART ARE CAUSED BY OR ARISE OUT OF STRICT LIABILITY OR OUT OF THE NEGLIGENCE OF SUCH (AND/OR ANY OTHER) INDEMNIFIED PARTY. However, if such indemnities and releases shall not apply to any particular indemnified party (but shall apply to the other indemnified parties) to the extent the subject of the indemnification is caused by failure or delay arises out of causes beyond the gross control and without the fault or negligence or willful misconduct of such particular indemnified party.. If any of the Entries that are on Cornerstone’s system belonging to Company are subpoenaed by legal process or otherwise, Cornerstone shall use reasonable efforts to notify Company. If Company does not respond in a timely manner, and/or thirty (30) days elapses from Cornerstone’s receipt of subpoena, Cornerstone may produce records in accordance with the subpoena. 6.10

Limitation of Liability; Indemnity. The Security Interests are granted as security only and Xxxxxx'x liability on any claim for loss or damage arising out of this transaction or from the performance or breach thereof or connected with any goods or services supplied hereunder, or the sale, resale, operation or use of goods, whether based on contract, warranty, tort (including negligence) or other grounds, shall not subject exceed the Collateral Agent toprice allocable to such goods or services or part thereof involved in the claim, regardless of cause or fault. This limitation of liability reflects a deliberate and bargained-for allocation of risks between Xxxxxx and Purchaser and constitutes the basis of the parties' bargain, without which Xxxxxx would not have agreed to the price or terms of this transaction. Xxxxxx shall not, under any circumstances, be liable for any labor charges without its prior written consent. XXXXXX SHALL NOT IN ANY EVENT BE LIABLE WHETHER AS A RESULT OF BREACH OF CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE) OR OTHER GROUNDS FOR INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES INCLUDING, BUT NOT LIMITED TO, LOSS OF PROFITS OR REVENUE, LOSS OF USE OF GOODS OR ASSOCIATED PRODUCTS, BUSINESS INTERRUPTION, COST OF CAPITAL, COST OF SUBSTITUTE GOODS, FACILITIES OR SERVICES, DOWNTIME COSTS, OR CLAIMS OF CUSTOMERS OF PURCHASER FOR SUCH DAMAGE. In addition, if Xxxxxx furnishes Purchaser with advice or other assistance regarding any goods or services supplied hereunder, or transfer any system or equipment in which any way affect or modifysuch goods may be installed, any obligation or liability and which is not required pursuant to this transaction, the furnishing of the Grantor with respect advice or assistance will not subject Xxxxxx to any of liability, whether based on contract, warranty, tort (including negligence) or other grounds. In the Collateral event Purchaser modifies Xxxxxx goods or any transaction in connection therewith. The Collateral Agentincorporates Xxxxxx goods into another product or component part, each of the other Secured Parties and any successor or assign thereof are hereby absolved from all liability for failure to collect against the Grantor and from all other responsibility in connection therewith, except the responsibility of each to account (by application upon the Secured Obligations or otherwise) to the Grantor for payments actually received. The Grantor Purchaser agrees to indemnify and hold harmless the Collateral Agent and the Trustee against indemnify Xxxxxx from any and all liabilities, actions, claims, judgments, costs, charges and attorneys’ fees by reason of any third party claim to the Collateral, and the Collateral Agent shall have the right to defend against any such third party claims or actions, employing attorneys of the Collateral Agent’s own selection and if not furnished with indemnity satisfactory to them, the Collateral Agent shall have the right to compromise and adjust any such claims, actions and judgments, and in addition to the rights to be indemnified as herein provided, all amounts paid by the Collateral Agent in compromise, satisfaction or discharge of any such claims, actions or judgments, and all court costs, attorneys’ fees and other expenses of every character expended by the Collateral Agent pursuant to the provisions of this Section 2.3 shall be a demand obligation (which obligation the Grantor hereby expressly promises to pay) owing by the Grantor and shall be a part of the Secured Obligations. The Grantor agrees to pay, indemnify, and hold the Collateral Agent and the Trustee harmless from and against any and all other liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, costs and expenses (including reasonable attorneys' fees) involving personal injury or disbursements of property damage. Xxxxxxxxx also agrees to hold harmless and indemnify Xxxxxx from any kind patent or nature whatsoever with respect to the execution, delivery, enforcement, performance and administration of this Agreement and the other Note Documents. WITHOUT LIMITATION, IT IS THE INTENTION OF GRANTOR AND GRANTOR AGREES THAT THE FOREGOING RELEASES AND INDEMNITIES SHALL APPLY TO EACH INDEMNIFIED PARTY WITH RESPECT TO ALL CLAIMS, DEMANDS, LIABILITIES, LOSSES, DAMAGES (INCLUDING WITHOUT LIMITATION CONSEQUENTIAL DAMAGES, CAUSES OF ACTION, JUDGMENTS, PENALTIES, COSTS AND EXPENSES AND FURTHER INCLUDING WITHOUT LIMITATION REASONABLE ATTORNEYS’ FEES AND EXPENSES, WHICH IN WHOLE OR IN PART ARE CAUSED BY OR ARISE OUT OF STRICT LIABILITY OR OUT OF THE NEGLIGENCE OF SUCH (AND/OR ANY OTHER) INDEMNIFIED PARTY. However, such indemnities and releases shall not apply intellectual property claims related to any particular indemnified party (but shall apply to the other indemnified parties) to the extent the subject of the indemnification is caused by Xxxxxx goods made in accordance with Purchaser's designs or arises out of the gross negligence or willful misconduct of such particular indemnified partyspecifications.