Common use of Release Indemnification Clause in Contracts

Release Indemnification. (a) In further consideration of the execution of this Amendment by the Administrative Agent and the Lenders, each Loan Party, individually and on behalf of its successors (including any trustees acting on behalf of such Loan Party and any debtor in possession with respect to such Loan Party), assigns, Subsidiaries and Affiliates (collectively, the “Releasors”), hereby forever releases each Agent and Xxxxxx and their respective successors, assigns, parents, Subsidiaries, Affiliates, officers, employees, directors, agents and attorneys (collectively, the “Releasees”) from any and all debts, claims, demands, liabilities, responsibilities, disputes, causes, damages, actions and causes of actions (whether at law or in equity) and obligations of every nature whatsoever, whether liquidated or unliquidated, whether known or unknown, whether matured or unmatured, whether fixed or contingent that such Releasor has, had or may have against the Releasees, or any of them, which arise from or relate to any actions which the Releasees, or any of them, have or may have taken or omitted to take in connection with the Credit Agreement or the other Loan Documents prior to the date hereof, including with respect to the Obligations, any Collateral, the Credit Agreement, any other Loan Document and any third party liable in whole or in part for the Obligations. This provision shall survive and continue in full force and effect whether or not each Loan Party shall satisfy all other provisions of this Amendment or the other Loan Documents, including payment in full of all Obligations. Each Releasor understands, acknowledges and agrees that the foregoing release set forth above may be pleaded as a full and complete defense and may be used as a basis for an injunction against any action, suit or other proceeding which may be instituted, prosecuted or attempted in breach of the provisions of such release. (b) Each Loan Party hereby acknowledges and agrees that such Loan Party’s obligations under this Amendment shall include an obligation to indemnify and hold the Releasees harmless with respect to any indemnified liabilities in any manner relating to or arising out of the negotiation, preparation, execution, delivery, performance, administration and enforcement of this Amendment to the extent required by Section 11.04(b) of the Credit Agreement.

Release Indemnification. (a) In further consideration of the Agent’s and Lenders’ execution of this Amendment by the Administrative Agent and the LendersAmendment, each Loan Credit Party, individually and on behalf of its successors (including including, without limitation, any trustees acting on behalf of such Loan Credit Party and any debtor in debtor-in-possession with respect to such Loan Credit Party), assigns, Subsidiaries subsidiaries and Affiliates (collectively, the “Releasors”)affiliates, hereby forever releases each Agent and Xxxxxx each Lender and their respective successors, assigns, parents, Subsidiariessubsidiaries, Affiliatesaffiliates, officers, employees, directors, agents and attorneys (collectively, the “Releasees”) from any and all debts, claims, demands, liabilities, responsibilities, disputes, causes, damages, actions and causes of actions (whether at law or in equity) and obligations of every nature whatsoever, whether liquidated or unliquidated, whether known or unknown, whether matured or unmatured, whether fixed or contingent (collectively, “Claims”) that such Releasor has, had or Credit Party may have against the Releasees, or any of them, Releasees which arise from or relate to any actions which the Releasees, or any of them, have or Releasees may have taken or omitted to take in connection with the Obligations, the Credit Agreement or the other Loan Documents prior to the date hereofthis Amendment was executed, including including, without limitation, with respect to the Obligations, any Collateral, the Credit Agreement, any other Loan Document and any third party parties liable in whole or in part for the Obligations, other than debts, claims, demands, liabilities, responsibilities, disputes, causes of action and obligations to the extent they result from any Releasee’s gross negligence or willful misconduct, as finally determined by a court of competent jurisdiction. This provision shall survive and continue in full force and effect whether or not each Loan Party the Credit Parties shall satisfy all other provisions of this Amendment Amendment, the Loan Documents or the other Loan DocumentsCredit Agreement, including payment in full of all Obligations. Each Releasor understands, acknowledges and agrees that the foregoing release set forth above may be pleaded as a full and complete defense and may be used as a basis for an injunction against any action, suit or other proceeding which may be instituted, prosecuted or attempted in breach of the provisions of such release. (b) Each Loan Credit Party hereby acknowledges and agrees that such Loan Party’s obligations under this Amendment its release of the Releasees as set forth in Section 5(a) shall include an obligation to indemnify and hold the Releasees harmless with respect to any indemnified liabilities in and all liabilities, obligations, losses, penalties, actions, judgments, suits, costs, expenses or disbursements of any manner kind or nature whatsoever incurred by the Releasees, or any of them, whether direct, indirect or consequential, as a result of or arising from or relating to any proceeding by, or on behalf of any person, including, without limitation, officers, directors, agents, trustees, creditors, partners or shareholders of such Credit Party or any parent, subsidiary or affiliate of such Credit Party, whether threatened or initiated, asserting any claim for legal or equitable remedy under any statutes, regulation or common law principle arising out of from or in connection with the negotiation, preparation, execution, delivery, performance, administration and enforcement of this Amendment or any other document executed in connection herewith, other than disputes solely among Releasees; provided, that no such Credit Party shall be liable for any indemnification to a Releasee to the extent required that any such liability, obligation, loss, penalty, action, judgment, suit, cost, expense or disbursement results from any Releasee’s gross negligence or willful misconduct, as finally determined by Section 11.04(b) a court of competent jurisdiction. The foregoing indemnity shall survive the payment in full of the Obligations and the termination of this Amendment, the Credit AgreementAgreement and the other Loan Documents.

Release Indemnification. (a) In further consideration of the execution of this Amendment Agreement by the Administrative Agent and the Lenders, each Loan Party, individually and on behalf of its successors (including any trustees acting on behalf of such Loan Party and any debtor in possession with respect to such Loan Party), assigns, Subsidiaries and Affiliates (collectively, the “Releasors”), hereby forever releases each Agent and Xxxxxx Lender and their respective successors, assigns, parents, Subsidiaries, Affiliates, officers, employees, directors, agents and attorneys (collectively, the “Releasees”) from any and all debts, claims, demands, liabilities, responsibilities, disputes, causes, damages, actions and causes of actions (whether at law or in equity) and obligations of every nature whatsoever, whether liquidated or unliquidated, whether known or unknown, whether matured or unmatured, whether fixed or contingent that such Releasor has, had or may have against the Releasees, or any of them, which arise from or relate to any actions which the Releasees, or any of them, have or may have taken or omitted to take in connection with the Credit Financing Agreement or the other Loan Documents prior to the date hereof, including with respect to the Obligations, any Collateral, the Credit Financing Agreement, any other Loan Document and any third party liable in whole or in part for the Obligations. This provision shall survive and continue in full force and effect whether or not each Loan Party shall satisfy all other provisions of this Amendment Agreement or the other Loan Documents, including payment in full of all Obligations. Each Releasor understands, acknowledges and agrees that the foregoing release set forth above may be pleaded as a full and complete defense and may be used as a basis for an injunction against any action, suit or other proceeding which may be instituted, prosecuted or attempted in breach of the provisions of such release. (b) Each Loan Party hereby acknowledges and agrees that such Loan Party’s obligations under this Amendment the Financing Agreement shall include an obligation to indemnify and hold the Releasees harmless with respect to any indemnified liabilities Indemnified Matters in any manner relating to or arising out of the negotiation, preparation, execution, delivery, performance, administration and enforcement of this Amendment Agreement to the extent required by Section 11.04(b) 12.15 of the Credit Financing Agreement.

Release Indemnification. (a) In further consideration of the Agent’s and Lenders’ execution of this Amendment by the Administrative Agent and the LendersAmendment, each Loan Credit Party, individually and on behalf of its successors (including including, without limitation, any trustees acting on behalf of such Loan Credit Party and any debtor in debtor-in-possession with respect to such Loan Credit Party), assigns, Subsidiaries subsidiaries and Affiliates (collectively, the “Releasors”)affiliates, hereby forever releases each Agent and Xxxxxx each Lender and their respective successors, assigns, parents, Subsidiariessubsidiaries, Affiliatesaffiliates, officers, employees, directors, agents and attorneys (collectively, the “Releasees”) from any and all debts, claims, demands, liabilities, responsibilities, disputes, causes, damages, actions and causes of actions (whether at law or in equity) and obligations of every nature whatsoever, whether liquidated or unliquidated, whether known or unknown, whether matured or unmatured, whether fixed or contingent (collectively, “Claims”) that such Releasor has, had or Credit Party may have against the Releasees, or any of them, Releasees which arise from or relate to any actions which the Releasees, or any of them, have or Releasees may have taken or omitted to take in connection with the Obligations, the Credit Agreement or the other Loan Documents prior to the date hereofthis Amendment was executed, including including, without limitation, with respect to the Obligations, any Collateral, the Credit Agreement, any other Loan Document and any third party parties liable in whole or in part for the Obligations, other than debts, claims, demands, liabilities, responsibilities, disputes, causes of action and obligations to the extent they result from any Releasee’s gross negligence or willful misconduct, as finally determined by a court of competent jurisdiction. This provision shall survive and continue in full force and effect whether or not each Loan Party the Credit Parties shall satisfy all other provisions of this Amendment Amendment, the Loan Documents or the other Loan DocumentsCredit Agreement, including payment in full of all Obligations. Each Releasor understands, acknowledges and agrees that the foregoing release set forth above may be pleaded as a full and complete defense and may be used as a basis for an injunction against any action, suit or other proceeding which may be instituted, prosecuted or attempted in breach of the provisions of such release. (b) Each Loan Credit Party hereby acknowledges and agrees that such Loan Party’s obligations under this Amendment its release of the Releasees as set forth in Section 3(a) shall include an obligation to indemnify and hold the Releasees harmless with respect to any indemnified liabilities in and all liabilities, obligations, losses, penalties, actions, judgments, suits, costs, expenses or disbursements of any manner kind or nature whatsoever incurred by the Releasees, or any of them, whether direct, indirect or consequential, as a result of or arising from or relating to any proceeding by, or on behalf of any person, including, without limitation, officers, directors, agents, trustees, creditors, partners or shareholders of such Credit Party or any parent, subsidiary or affiliate of such Credit Party, whether threatened or initiated, asserting any claim for legal or equitable remedy under any statutes, regulation or common law principle arising out of from or in connection with the negotiation, preparation, execution, delivery, performance, administration and enforcement of this Amendment or any other document executed in connection herewith, other than disputes solely among Releasees; provided, that no such Credit Party shall be liable for any indemnification to a Releasee to the extent required that any such liability, obligation, loss, penalty, action, judgment, suit, cost, expense or disbursement results from any Releasee’s gross negligence or willful misconduct, as finally determined by Section 11.04(b) a court of competent jurisdiction. The foregoing indemnity shall survive the payment in full of the Obligations and the termination of this Amendment, the Credit AgreementAgreement and the other Loan Documents.

Release Indemnification. (a) In further consideration of Administrative Agent’s and the Lenders’ execution of this Amendment by the Administrative Agent and the LendersAmendment, each Loan Credit Party, individually and on behalf of its respective successors (including including, without limitation, any trustees acting on behalf of such Loan Party Credit Party, and any debtor in debtor-in-possession with respect to such Loan Credit Party), assigns, Subsidiaries participants, subsidiaries and Affiliates (collectively, the “Releasors”)affiliates, hereby forever releases each Agent and Xxxxxx each Lender and their respective successors, assigns, parents, Subsidiariessubsidiaries, Affiliatesaffiliates, officers, employees, directors, agents and attorneys (collectively, the “Releasees”) from any and all debts, claims, demands, liabilities, responsibilities, disputes, causes, damages, actions and causes of actions (whether at law or in equity) ), and obligations of every nature whatsoever, whether liquidated or unliquidated, whether known or unknown, whether matured or unmatured, whether fixed or contingent that such Releasor has, had Credit Party has or may have against the Releasees, or any of them, which arise from or relate to any actions which the Releasees, or any of them, have or may have taken or omitted to take in connection with the Credit Agreement or the other Loan Credit Documents prior to the date hereofEffective Date (including, including without First Amendment to Credit Agreement limitation, with respect to the Obligations, any Collateral, the Credit Agreement, any other Loan Credit Document and any third party parties liable in whole or in part for the Obligations). This provision shall survive and continue in full force and effect whether or not each Loan Party the Credit Parties shall satisfy all other provisions of this Amendment Amendment, the Credit Agreement or the other Loan Credit Documents, including payment in full of all Obligations. Each Releasor understands, acknowledges and agrees that the foregoing release set forth above may be pleaded as a full and complete defense and may be used as a basis for an injunction against any action, suit or other proceeding which may be instituted, prosecuted or attempted in breach of the provisions of such release. (b) Each Loan Credit Party hereby acknowledges and agrees that such Loan Party’s obligations under this Amendment its release of the Releasees set forth in Section 4(a) above shall include an obligation to, and each Credit Party, jointly and severally, hereby agrees to indemnify and hold the Releasees Releasees, or any of them, harmless with respect to any indemnified liabilities in and all liabilities, obligations, losses, penalties, actions, judgments, suits, costs, expenses or disbursements of any manner kind or nature whatsoever incurred by the Releasees, or any of them, whether direct, indirect or consequential, as a result of or arising from or relating to any proceeding by, or on behalf of any Person, including, without limitation, officers, directors, agents, trustees, creditors, partners or shareholders of such Credit Party or any parent, subsidiary or affiliate of such Credit Party, whether threatened or initiated, asserting any claim for legal or equitable remedy under any statutes, regulation, common law principle or otherwise arising out of from or in connection with the negotiation, preparation, execution, delivery, performance, administration and enforcement of this Amendment or any other document executed in connection herewith; provided, that no Credit Party shall be liable for any indemnification to a Releasee to the extent required that any such liability, obligation, loss, penalty, action, judgment, suit, cost, expense or disbursement results from such Releasee’s gross negligence or willful misconduct, as finally determined by Section 11.04(b) a court of competent jurisdiction. The foregoing indemnity shall survive the payment in full of the Obligations and the termination of this Amendment, the Credit AgreementAgreement and the other Credit Documents.

Release Indemnification. (a) In further consideration of the execution of this Amendment Agreement by the Administrative Agent and the Lenders, each Loan Party, individually and on behalf of its successors (including any trustees acting on behalf of such Loan Party and any debtor in possession with respect to such Loan Party), assigns, Subsidiaries and Affiliates (collectively, the “Releasors”), hereby forever releases each Agent and Xxxxxx and their respective successors, assigns, parents, Subsidiaries, Affiliates, officers, employees, directors, agents and attorneys (collectively, the “Releasees”) from any and all debts, claims, demands, liabilities, responsibilities, disputes, causes, damages, actions and causes of actions (whether at law or in equity) and obligations of every nature whatsoever, whether liquidated or unliquidated, whether known or unknown, whether matured or unmatured, whether fixed or contingent that such Releasor has, had or may have against the Releasees, or any of them, which arise from or relate to any actions which the Releasees, or any of them, have or may have taken or omitted to take in connection with the Credit Financing Agreement or the other Loan Documents prior to the date hereof, including with respect to the Obligations, any Collateral, the Credit Financing Agreement, any other Loan Document and any third party liable in whole or in part for the Obligations. This provision shall survive and continue in full force and effect whether or not each Loan Party shall satisfy all other provisions of this Amendment Agreement or the other Loan Documents, including payment in full of all Obligations. Each Releasor understands, acknowledges and agrees that the foregoing release set forth above may be pleaded as a full and complete defense and may be used as a basis for an injunction against any action, suit or other proceeding which may be instituted, prosecuted or attempted in breach of the provisions of such release. (b) Each Loan Party hereby acknowledges and agrees that such Loan Party’s obligations under this Amendment the Financing Agreement shall include an obligation to indemnify and hold the Releasees harmless with respect to any indemnified liabilities Indemnified Matters in any manner relating to or arising out of the negotiation, preparation, execution, delivery, performance, administration and enforcement of this Amendment Agreement to the extent required by Section 11.04(b) 12.15 of the Credit Financing Agreement.

Release Indemnification. (a) a. In further consideration of the execution of this Amendment Agreement by the Administrative Agent and the Lenders, each Loan Credit Party, individually and on behalf of its successors (including any trustees acting on behalf of such Loan Credit Party and any debtor in possession with respect to such Loan Credit Party), assigns, Subsidiaries and Affiliates (collectively, the “Releasors”), hereby forever releases each Agent and Xxxxxx of the Agent, the Lenders and their respective successors, assigns, parents, Subsidiaries, Affiliates, officers, employees, directors, agents and attorneys (collectively, the “Releasees”) from any and all debts, claims, demands, liabilities, responsibilities, disputes, causes, damages, actions and causes of actions (whether at law or in equity) and obligations of every nature whatsoever, whether liquidated or unliquidated, whether known or unknown, whether matured or unmatured, whether fixed or contingent that such Releasor has, had or may have against the Releasees, or any of them, which arise from or relate to any actions which the Releasees, or any of them, have or may have taken or omitted to take in connection with the Credit Loan Agreement or the other Loan Transaction Documents prior to the date hereof, including with respect to the Obligations, any Collateral, the Credit Loan Agreement, any other Loan Transaction Document and any third party liable in whole or in part for the Obligations. This provision shall survive and continue in full force and effect whether or not each Loan Credit Party shall satisfy all other provisions of this Amendment Agreement or the other Loan Transaction Documents, including payment in full of all Obligations. Each Releasor understands, acknowledges and agrees that the foregoing release set forth above may be pleaded as a full and complete defense and may be used as a basis for an injunction against any action, suit or other proceeding which may be instituted, prosecuted or attempted in breach of the provisions of such release. (b) b. Each Loan Credit Party hereby acknowledges and agrees that such Loan Credit Party’s obligations under this Amendment the Loan Agreement shall include an obligation to indemnify and hold the Releasees harmless with respect to any indemnified liabilities the Indemnified Amounts in any manner relating to or arising out of the negotiation, preparation, execution, delivery, performance, administration and enforcement of this Amendment Agreement to the extent required by Section 11.04(b10.01(a) of the Credit Loan Agreement.

Release Indemnification. (a) In further consideration of the execution of this Amendment and Waiver by the Administrative Agent and the Lenders, each Loan Party, individually and on behalf of its successors (including any trustees acting on behalf of such Loan Party and any debtor in possession with respect to such Loan Party), assigns, Subsidiaries and Affiliates (collectively, the “Releasors”), hereby forever releases each Agent and Xxxxxx and their respective successors, assigns, parents, Subsidiaries, Affiliates, officers, employees, directors, agents and attorneys (collectively, the “Releasees”) from any and all debts, claims, demands, liabilities, responsibilities, disputes, causes, damages, actions and causes of actions (whether at law or in equity) and obligations of every nature whatsoever, whether liquidated or unliquidated, whether known or unknown, whether matured or unmatured, whether fixed or contingent that such Releasor has, had or may have against the Releasees, or any of them, which arise from or relate to any actions which the Releasees, or any of them, have or may have taken or omitted to take in connection with the Credit Agreement or the other Loan Documents prior to the date hereof, including with respect to the Obligations, any Collateral, the Credit Agreement, any other Loan Document and any third party liable in whole or in part for the Obligations. This provision shall survive and continue in full force and effect whether or not each Loan Party shall satisfy all other provisions of this Amendment and Waiver or the other Loan Documents, including payment in full of all Obligations. Each Releasor understands, acknowledges and agrees that the foregoing release set forth above may be pleaded as a full and complete defense and may be used as a basis for an injunction against any action, suit or other proceeding which may be instituted, prosecuted or attempted in breach of the provisions of such release. (b) Each Loan Party hereby acknowledges and agrees that such Loan Party’s obligations under this Amendment and Waiver shall include an obligation to indemnify and hold the Releasees harmless with respect to any indemnified liabilities in any manner relating to or arising out of the negotiation, preparation, execution, delivery, performance, administration and enforcement of this Amendment and Waiver to the extent required by Section 11.04(b) of the Credit Agreement.

Release Indemnification. (a) In further consideration of the execution by the Required Lenders and Administrative Agent of this Amendment by the Administrative Agent and the LendersAmendment, each Loan PartyBorrower, individually and on behalf of its successors (including including, without limitation, any trustees acting on behalf of such Loan Party Borrower and any debtor in debtor-in-possession with respect to such Loan PartyBorrower), assigns, Subsidiaries and Affiliates (collectively, the “"Releasors”"), hereby forever releases each Agent and Xxxxxx the Lenders, the Administrative Agent, the Issuing Bank and their respective successors, assigns, parents, Subsidiaries, Affiliates, officers, employees, employees directors, agents and attorneys (collectively, the “"Releasees”") from any and all debts, claims, demands, liabilities, responsibilities, disputes, causes, damages, actions and causes of actions (whether at law or in equity) and obligations of every nature whatsoever, whether liquidated or unliquidated, whether known or unknown, whether matured or unmatured, whether fixed or contingent (collectively, "Claims") that such Releasor has, had or any of the Releasors may have against the Releasees, or any of them, the Releasees which arise from or relate to any actions which the Releasees, or any of them, have or the Releasees may have taken or omitted to take in connection with the Credit Agreement or the other Loan Documents prior to the date hereof, this Amendment was executed including without limitation with respect to the Obligations, any Collateral, the Credit Agreement, any other Loan Document and any third party parties liable in whole or in part for the Obligations; provided that no Releasee shall be released from any claim to the extent that such claim arises from its gross negligence or wilful misconduct. This provision shall survive and continue in full force and effect whether or not each Loan Party not (i) Borrower shall satisfy all other provisions of this Amendment Amendment, the Loan Documents or the other Loan DocumentsCredit Agreement including, including without limitation, payment in full of all Obligations. Each Releasor understands, acknowledges and agrees that the foregoing release set forth above may be pleaded as a full and complete defense and may be used as a basis for an injunction against any action(ii) this Amendment otherwise is terminated, suit or other proceeding which may be instituted, prosecuted or attempted in breach of the provisions of such release(iii) Lenders' waiver pursuant to this Amendment ceases pursuant to this Amendment. (b) Each Loan Party Borrower hereby acknowledges and agrees that such Loan Party’s obligations under this Amendment shall include an obligation to indemnify and hold the Releasees harmless from and with respect to any indemnified liabilities in and all liabilities, obligations, losses, penalties, actions, judgments, suits, costs, expenses or disbursements of any manner relating to kind or nature (collectively "Expenses") whatsoever incurred by any of the Releasees, whether direct, indirect, consequential, exemplary or otherwise, arising out of, or related to, any of the Claims hereby released or any claim or proceeding by any Person against any of the Releasees arising out of, or related to, the negotiation, preparation, execution, delivery, performance, administration and or enforcement of this Amendment or any other document executed in connection herewith. The foregoing indemnity shall survive the payment in full of the Obligations and the termination of this Amendment, the Credit Agreement and the other agreements provided that no Releasee shall be indemnified for any Expense to the extent required caused by Section 11.04(b) of the Credit Agreementits gross negligence or wilful misconduct.

Release Indemnification. (a) In further consideration of the execution by the Required Lenders and Administrative Agent of this Amendment by the Administrative Agent and the LendersAmendment, each Loan PartyBorrower, individually and on behalf of its successors (including including, without limitation, any trustees acting on behalf of such Loan Party Borrower and any debtor in debtor-in-possession with respect to such Loan PartyBorrower), assigns, Subsidiaries and Affiliates (collectively, the “"Releasors”"), hereby forever releases each Agent and Xxxxxx the Lenders, the Administrative Agent, the Issuing Bank and their respective successors, assigns, parents, Subsidiaries, Affiliates, officers, employees, employees directors, agents and attorneys (collectively, the “"Releasees”") from any and all debts, claims, demands, liabilities, responsibilities, disputes, causes, damages, actions and causes of actions (whether at law or in equity) and obligations of every nature whatsoever, whether liquidated or unliquidated, whether known or unknown, whether matured or unmatured, whether fixed or contingent (collectively, "Claims") that such Releasor has, had or any of the Releasors may have against the Releasees, or any of them, the Releasees which arise from or relate to any actions which the Releasees, or any of them, have or the Releasees may have taken or omitted to take in connection with the Credit Agreement or the other Loan Documents prior to the date hereof, this Amendment was executed including without limitation with respect to the Obligations, any Collateral, the Credit Agreement, any other Loan Document and any third party parties liable in whole or in part for the Obligations; PROVIDED that no Releasee shall be released from any claim to the extent that such claim arises from its gross negligence or wilful misconduct. This provision shall survive and continue in full force and effect whether or not each Loan Party (i) Borrower shall satisfy all other provisions of this Amendment Amendment, the Loan Documents or the other Loan DocumentsCredit Agreement including, including without limitation, payment in full of all Obligations. Each Releasor understands, acknowledges and agrees that the foregoing release set forth above may be pleaded as a full and complete defense and may be used as a basis for an injunction against any action(ii) this Amendment otherwise is terminated, suit or other proceeding which may be instituted, prosecuted or attempted in breach of the provisions of such release(iii) Lenders' waiver pursuant to this Amendment ceases pursuant to this Amendment. (b) Each Loan Party Borrower hereby acknowledges and agrees that such Loan Party’s obligations under this Amendment shall include an obligation to indemnify and hold the Releasees harmless from and with respect to any indemnified liabilities in and all liabilities, obligations, losses, penalties, actions, judgments, suits, costs, expenses or disbursements of any manner relating to kind or nature (collectively "Expenses") whatsoever incurred by any of the Releasees, whether direct, indirect, consequential, exemplary or otherwise, arising out of, or related to, any of the Claims hereby released or any claim or proceeding by any Person against any of the Releasees arising out of, or related to, the negotiation, preparation, execution, delivery, performance, administration and or enforcement of this Amendment or any other document executed in connection herewith. The foregoing indemnity shall survive the payment in full of the Obligations and the termination of this Amendment, the Credit Agreement and the other agreements provided that no Releasee shall be indemnified for any Expense to the extent required caused by Section 11.04(b) of the Credit Agreementits gross negligence or wilful misconduct.

Release Indemnification. (a) In further consideration of the execution of this Amendment by the Administrative Agent and the Lenders, each Loan Party, individually and on behalf of its successors (including any trustees acting on behalf of such Loan Party and any debtor in possession with respect to such Loan Party), assigns, Subsidiaries and Affiliates (collectively, the “Releasors”), hereby forever releases each Agent and Xxxxxx and their respective successors, assigns, parents, Subsidiaries, Affiliates, officers, employees, directors, agents and attorneys (collectively, the “Releasees”) from any and all debts, claims, demands, liabilities, responsibilities, disputes, causes, damages, actions and causes of actions (whether at law or in equity) and obligations of every nature whatsoever, whether liquidated or unliquidated, whether known or unknown, whether matured or unmatured, whether fixed or contingent that such Releasor has, had or may have against the Releasees, or any of them, which arise from or relate to any actions which the Releasees, or any of them, have or may have taken or omitted to take in connection with the Credit Agreement or the other Loan Documents prior to the date hereof, including with respect to the Obligations, any Collateral, the Credit Agreement, any other Loan Document and any third party liable in whole or in part for the Obligations. This provision shall survive and continue in full force and effect whether or not each Loan Party shall satisfy all other provisions of this Amendment or the other Loan Documents, including payment in full of all Obligations. Each Releasor understands, acknowledges and agrees that the foregoing release set forth above may be pleaded as a full and complete defense and may be used as a basis for an injunction against any action, suit or other proceeding which may be instituted, prosecuted or attempted in breach of the provisions of such release.Loan (b) Each Loan Party hereby acknowledges and agrees that such Loan Party’s obligations under this Amendment shall include an obligation to indemnify and hold the Releasees harmless with respect to any indemnified liabilities in any manner relating to or arising out of the negotiation, preparation, execution, delivery, performance, administration and enforcement of this Amendment to the extent required by Section 11.04(b) of the Credit Agreement.

Release Indemnification. (a) In further consideration of the execution of this Amendment by the Administrative Agent and the Lenders, each Loan PartyBorrower, individually and on behalf of its successors (including including, without limitation, any trustees acting on behalf of such Loan Party Borrower and any debtor in debtor-in-possession with respect to such Loan PartyBorrower), assigns, Subsidiaries and Affiliates (collectively, the “Releasors”)Affiliates, hereby forever releases and agrees to indemnify, pay and hold harmless, each Agent and Xxxxxx Agent, Lender and their respective successors, permitted assigns, parents, Subsidiaries, Affiliates, officers, employees, directors, agents and attorneys (collectively, the “Releasees”) from any and all debts, claims, demands, liabilities, responsibilities, disputes, causes, damages, actions and causes of actions (whether at law or in equity) and obligations of every nature whatsoever, whether liquidated or unliquidatedun-liquidated, whether known or unknown, whether matured or unmaturedun-matured, whether fixed or contingent (collectively, “Claims”) that such Releasor Borrower has, had or may have against the Releasees, or any of them, Releasees which arise from or relate to any actions which the Releasees, or any of them, have or Releasees may have taken or omitted to take in connection with the Credit Agreement or the other Loan Documents prior to the date hereofof this Amendment, including including, without limitation, with respect to the Obligations, any Collateral, the Credit Agreement, any other Loan Document and any third party parties liable in whole or in part for the ObligationsObligations IN ALL CASES, WHETHER OR NOT CAUSED BY OR ARISING, IN WHOLE OR IN PART, OUT OF THE COMPARATIVE, CONTRIBUTORY, OR SOLE NEGLIGENCE OF SUCH RELEASEE. This provision shall survive and continue in full force and effect whether or not each Loan Party Borrowers shall satisfy all other provisions of this Amendment Amendment, the Credit Agreement or the other Loan Documents, including payment in full of all Obligations. Each Releasor understands, acknowledges and agrees that the foregoing release set forth above may be pleaded as a full and complete defense and may be used as a basis for an injunction against any action, suit or other proceeding which may be instituted, prosecuted or attempted in breach of the provisions of such release. (b) Each Loan Party each Borrower hereby acknowledges and agrees that such Loan Party’s its obligations under set forth in Section 3(a) of this Amendment shall include an obligation to indemnify and hold the Releasees harmless with respect to any indemnified liabilities Indemnified Matters arising from or in any manner relating to or arising out of connection with the negotiation, preparation, execution, delivery, performance, administration and enforcement of this Amendment to the extent required by Section 11.04(b) 9.6 of the Credit Agreement.

Release Indemnification. (a) In further consideration of the execution of this Amendment by the Administrative Agent and the Lenders, each Loan Party, individually and on behalf of its successors (including any trustees acting on behalf of such Loan Party and any debtor in possession with respect to such Loan Party), assigns, Subsidiaries and Affiliates (collectively, the “Releasors”), hereby forever releases each Agent and Xxxxxx and their respective successors, assigns, parents, Subsidiaries, Affiliates, officers, employees, directors, agents and attorneys (collectively, the “Releasees”) from any and all debts, claims, demands, liabilities, responsibilities, disputes, causes, damages, actions and causes of actions (whether at law or in equity) and obligations of every nature whatsoever, whether liquidated or unliquidated, whether known or unknown, whether matured or unmatured, whether fixed or contingent that such Releasor has, had or may have against the Releasees, or any of them, which arise from or relate to any actions which the Releasees, or any of them, have or may have taken or omitted to take in connection with the Credit Agreement or the other Loan Documents prior to the date hereof, including with respect to the Obligations, any Collateral, the Credit Agreement, any other Loan Document and any third party liable in whole or in part for the Obligations. This provision shall survive and continue in full force and effect whether or not each Loan Party shall satisfy all other provisions of this Amendment or the other Loan Documents, including payment in full of all Obligations. Each Releasor understands, acknowledges and agrees that the foregoing release set forth above may be pleaded as a full and complete defense and may be used as a basis for an injunction against any action, suit or other proceeding which may be instituted, prosecuted or attempted in breach of the provisions of such release. (b) Each Loan Party hereby acknowledges and agrees that such Loan Party’s obligations under this Amendment shall include an obligation to indemnify and hold the Releasees harmless with respect to any indemnified liabilities in any manner relating to or arising out of the negotiation, preparation, execution, delivery, performance, administration and enforcement of this Amendment to the extent required by Section 11.04(b) of the Credit Agreement.,

Release Indemnification. (a) In further consideration of the execution of this Amendment by the Administrative Agent 10.1 Landlord and the LendersTenant, each Loan Party, individually on their own behalf and on behalf of its successors (including any trustees acting on behalf anyone claiming under or through either one by way of such Loan Party subrogation, hereby release and any debtor in possession with respect to such Loan Party)waive all rights of recovery and causes of action against each other and their respective subsidiaries, assignsparents, Subsidiaries affiliates, officers, directors, shareholders, partners, beneficial owners, trustees, and Affiliates members (collectively, the “Releasors”)for purposes of this Section 10, hereby forever releases each Agent and Xxxxxx and their respective successors, assigns, parents, Subsidiaries, "Affiliates, officers, employees, directors, agents and attorneys (collectively, the “Releasees”") from any and all debtsliability for any loss or damage to property or resulting from damage to such property (and, in either case, any resulting loss of business or rental income), whether caused by the negligence or fault of the other party, which is insured under (i) the "All-Risk" property insurance required to be maintained hereunder, (ii) any other insurance required to be maintained hereunder, and (iii) any other insurance policy now or hereafter issued to Landlord or Tenant. 10.1.1 Landlord and Tenant shall cause each insurance policy carried by either of them insuring the Leased Premises or the contents thereof to provide that the insurer waives all rights of recovery by way of subrogation or otherwise against the other party hereto (and all of such other party's Affiliates) in connection with any loss or damage which is covered by such policy or that such policy shall otherwise permit, and shall not be voided by the releases provided for in this Section 10.1. 10.1.2 In the event either Landlord or Tenant maintains a deductible (as either may be permitted hereunder), then the self-insuring party or the party maintaining the deductible hereby releases the other party from any liability arising from any event which would have been covered had (i) the required insurance been obtained and/or (ii) the deductible not been maintained. 10.2 Except as otherwise provided in Section 10.1, Tenant covenants to defend and indemnify Landlord and its Affiliates and hold Landlord and its Affiliates harmless (except for loss or damage (i) resulting from the acts or omissions of Landlord, its agents, contractors, licensees, tenants (other than Tenant), occupants or employees, or (ii) for which any of the respective parties listed in the foregoing clause (i) may be statutorily liable) from and against any and all claims, demands, liabilities, responsibilities, disputes, causesactions, damages, actions liability and causes expense, including reasonable attorneys' fees, (a) in connection with loss of actions (whether at law life, personal injury and/or damage to property arising from or out of any occurrence in equity) and obligations of every nature whatsoever, whether liquidated or unliquidated, whether known or unknown, whether matured or unmatured, whether fixed or contingent that such Releasor has, had or may have against upon the ReleaseesLeased Premises, or any part thereof during the Term, or (b) occasioned by any act or omission of themTenant, which arise its agents, contractors, employees and licensees during the Term. 10.3 Except as otherwise provided in Section 10.1, Landlord covenants to defend and indemnify Tenant and its Affiliates and hold Tenant and its Affiliates harmless (except for loss or damage resulting from the acts or omissions of Tenant, its agents, contractors, licensees or employees) from and against any and all claims, actions, damages, liability and expense, including reasonable attorneys' fees, (a) in connection with loss of life, personal injury and/or damage to property arising from or relate to out of any actions which occurrence during the ReleaseesTerm in or upon (i) those portions of the Leased Premises maintained by Landlord (if any), and (ii) the adjacent properties of Landlord (if any), or any part thereof, or (b) occasioned by any act or omission of themLandlord, have or may have taken or omitted to take in connection with its agents, contractors and employees during the Credit Agreement or the other Loan Documents prior to the date hereof, including Term. 10.4 The following procedures shall be applicable with respect to the Obligations, any Collateral, the Credit Agreement, any other Loan Document and any third party liable in whole or in part for the Obligations. This provision shall survive and continue in full force and effect whether or not each Loan Party shall satisfy all other indemnity provisions of this Amendment Lease: 10.4.1 Any party entitled to indemnification under this Lease (an "Indemnitee") agrees that upon its obtaining knowledge of any facts which the Indemnitee recognizes to be the basis for a claim for indemnity (a "Claim") under the provisions of this Lease (including, without limitation, the receipt of any demand, assertion, claim, action or proceeding, judicial or otherwise), it will give reasonably prompt notice thereof in writing to the other Loan Documents, including payment in full party to this Lease (the "Indemnitor") together with a statement of all Obligationsinformation respecting such Claim as it shall then have. Each Releasor understands, acknowledges and agrees The Indemnitor shall not be obligated to indemnify the Indemnitee for the increased amount of any Claim which would otherwise have been payable under this Lease to the extent that the foregoing release set forth above increase resulted from the lack of notice required by this provision. 10.4.2 The Indemnitor is entitled at its cost and expense to contest, defend by all appropriate legal proceedings, handle and settle any Claim with respect to which it is called upon to indemnify the Indemnitee under the provisions of this Lease; provided, however, that notice of the intention to do so shall be delivered by the Indemnitor to the Indemnitee within a reasonable time in light of the circumstances then existing. Any contest may be pleaded conducted in the name and on behalf of the Indemnitor or conducted in the name and on behalf of the Indemnitee, if necessary, as a full and complete defense and may be used determined by the Indemnitor. Any contest shall be conducted by attorneys engaged by the Indemnitor (which shall be reasonably acceptable to the Indemnitee), but the Indemnitee shall have the right to participate in the proceedings and to be represented by attorneys of its own choosing at its own cost and expense. If the Indemnitee joins in any contest, however, the Indemnitor shall have full authority to determine all action to be taken; provided however that the Indemnitor shall have no authority to reject a settlement offer that is fully covered by insurance unless Indemnitee agrees to reject such offer. If the Indemnitor does not elect to contest a Claim, handle the Claim or negotiate a settlement thereof, the Indemnitor shall be bound by the result obtained by the Indemnitee. The Indemnitee shall take such commercially reasonable actions as a basis for an injunction may be requested by Indemnitor to resolve, settle or compromise the asserted Claim at the cost and expense of the Indemnitor. 10.4.3 If requested by the Indemnitor, the Indemnitee agrees to cooperate with the Indemnitor and its counsel in contesting any Claim which the Indemnitor elects to contest or, if appropriate, in making any counterclaim against the person asserting the Claim, or any cross-complaint against any actionperson, suit or and further agrees to take any other proceeding which action as reasonably may be institutedrequested by the Indemnitor to reduce or eliminate any loss for which the Indemnitor would have responsibility, prosecuted but the Indemnitor will reimburse the Indemnitee for any reasonable expenses incurred by it in so cooperating or attempted acting at the request of the Indemnitor. 10.4.4 The Indemnitee shall provide reasonable advance written notice to the Indemnitor of any meeting with all persons (including governmental authorities) asserting any Claim and any meetings with representatives (including counsel) of such persons. Indemnitor and its counsel shall have the opportunity to be present at and participate in breach such meetings, and Indemnitor shall have the right to determine the action to be taken in or with respect to any such meeting. 10.4.5 The Indemnitor shall pay to the Indemnitee the amount to which the Indemnitee may become entitled by reason of the provisions of such releasethis Lease within 30 business days after the amount owed is finally determined either by mutual agreement of Landlord and Tenant, pursuant to any settlement of any Claim reached by the Indemnitor, or pursuant to the final unappealable judgment of a court of competent jurisdiction. (b) Each Loan Party hereby acknowledges 10.5 The respective rights and agrees that such Loan Party’s obligations of Landlord and Tenant under this Amendment Section 10 shall include an obligation to indemnify and hold the Releasees harmless with respect to survive any indemnified liabilities in any manner relating to or arising out of the negotiation, preparation, execution, delivery, performance, administration and enforcement termination of this Amendment to the extent required by Section 11.04(b) of the Credit AgreementLease.

Release Indemnification. (a) In further consideration of the execution of this Amendment and Waiver by the Administrative Agent and the Lenders, each Loan Credit Party, individually and on behalf of its successors (including any trustees acting on behalf of such Loan Credit Party and any debtor in possession with respect to such Loan Credit Party), assigns, Subsidiaries and Affiliates (collectively, the “Releasors”), hereby forever releases each the Administrative Agent and Xxxxxx each Lender and their respective successors, assigns, parents, Subsidiaries, Affiliates, officers, employees, directors, agents and attorneys (collectively, the “Releasees”) from any and all debts, claims, demands, liabilities, responsibilities, disputes, causes, damages, actions and causes of actions (whether at law or in equity) and obligations of every nature whatsoever, whether liquidated or unliquidated, whether known or unknown, whether matured or unmatured, whether fixed or contingent that such Releasor has, had or may have against the Releasees, or any of them, which arise from or relate to any actions which the Releasees, or any of them, have or may have taken or omitted to take in connection with the Credit Agreement or the other Loan Credit Documents prior to the date hereof, including with respect to the Obligations, any Collateral, the Credit Agreement, any other Loan Credit Document and any third party liable in whole or in part for the Obligations. This provision shall survive and continue in full force and effect whether or not each Loan Credit Party shall satisfy all other provisions of this Amendment and Waiver or the other Loan Credit Documents, including payment in full of all Obligations. Each Releasor understands, acknowledges and agrees that the foregoing release set forth above may be pleaded as a full and complete defense and may be used as a basis for an injunction against any action, suit or other proceeding which may be instituted, prosecuted or attempted in breach of the provisions of such release. (b) Each Loan Credit Party hereby acknowledges and agrees that such Loan Credit Party’s obligations under this Amendment and Waiver shall include an obligation to indemnify and hold the Releasees harmless with respect to any indemnified liabilities in any manner relating to or arising out of the negotiation, preparation, execution, delivery, performance, administration and enforcement of this Amendment and Waiver to the extent required by Section 11.04(b) 10.3 of the Credit Agreement.

Release Indemnification. (a) In further consideration of the execution of this Amendment by the Administrative Agent and the Lenders, each Loan Credit Party, individually and on behalf of its successors (including any trustees acting on behalf of such Loan Credit Party and any debtor in possession with respect to such Loan Credit Party), assigns, Subsidiaries and Affiliates (collectively, the “Releasors”), hereby forever releases each Agent and Xxxxxx and their respective successors, assigns, parents, Subsidiaries, Affiliates, officers, employees, directors, agents and attorneys (collectively, the “Releasees”) from any and all debts, claims, demands, liabilities, responsibilities, disputes, causes, damages, actions and causes of actions (whether at law or in equity) and obligations of every nature whatsoever, whether liquidated or unliquidated, whether known or unknown, whether matured or unmatured, whether fixed or contingent that such Releasor has, had or may have against the Releasees, or any of them, which arise from or relate to any actions which the Releasees, or any of them, have or may have taken or omitted to take in connection with the Credit Agreement or the other Loan Credit Documents prior to the date hereof, including with respect to the Obligations, any Collateral, the Credit Agreement, any other Loan Credit Document and any third party liable in whole or in part for the Obligations. This provision shall survive and continue in full force and effect whether or not each Loan Credit Party shall satisfy all other provisions of this Amendment or the other Loan Credit Documents, including payment in full of all Obligations. Each Releasor understands, acknowledges and agrees that the foregoing release set forth above may be pleaded as a full and complete defense and may be used as a basis for an injunction against any action, suit or other proceeding which may be instituted, prosecuted or attempted in breach of the provisions of such release. (b) Each Loan Credit Party hereby acknowledges and agrees that such Loan Credit Party’s obligations under this Amendment shall include an obligation to indemnify and hold the Releasees harmless with respect to any indemnified liabilities Indemnified Liabilities in any manner relating to or arising out of the negotiation, preparation, execution, delivery, performance, administration and enforcement of this Amendment to the extent required by Section 11.04(b) of the Credit Agreement.or

Release Indemnification. The parties agree that the Executive has twenty-one (a21) days to consider the meaning and effect of this Agreement and has been advised to consult with an attorney prior to executing this Agreement. The parties agree that the Executive has seven days after signing this Release to notify the Company of his intention to revoke this Agreement. In further consideration of the execution of foregoing agreements, and except for those obligations created by, or expressly assumed or retained in, this Amendment by the Administrative Agent and the Lenders, each Loan Party, individually and on behalf of its successors (including any trustees acting on behalf of such Loan Party and any debtor in possession with respect to such Loan Party), assigns, Subsidiaries and Affiliates (collectivelyAgreement, the “Releasors”)Company and Executive hereby agree to and do fully and completely release, hereby forever releases each Agent discharge and Xxxxxx and their respective successors, assigns, parents, Subsidiaries, Affiliates, officers, employees, directors, agents and attorneys (collectively, the “Releasees”) from waive any and all claims, complaints, causes of action; actions, suits, debts, claimssums of money, demandscontracts, liabilitiescontroversies, responsibilitiesagreements, disputespromises, causesor demands of whatever kind, damages, actions and causes of actions (whether at in law or in equity) and obligations of every nature whatsoever, whether liquidated which either such party ever had, now has or unliquidatedwhich such party, whether known such party’s heirs, executors or unknown, whether matured or unmatured, whether fixed or contingent that such Releasor has, had or administrators may have against each other and their respective successors and assigns, and (in the Releaseescase of the Company and its subsidiaries, affiliates, predecessors, successors and assigns) each and all of their officers, directors, partners, associates, agents, shareholders and employees by reason of any event, matter, cause or any of them, thing which arise from or relate to any actions which the Releasees, or any of them, have or may have taken or omitted to take in connection with the Credit Agreement or the other Loan Documents prior has occurred to the date hereofof execution of this Agreement (hereinafter “Claims”). Executive understands and accepts that this Agreement specifically covers, including with respect to the Obligationsbut is not limited to, any Collateraland all Claims which Executive has or may otherwise have against the Company relating in any way to compensation, or to any other terms, conditions or circumstances of Executive’s employment with the Credit Company and to his termination of such employment as contemplated hereby, whether for severance or based on statutory or common law claims for employment discrimination (including any claims under the Age Discrimination in Employment Act), wrongful discharge, breach of contract or any other theory, whether legal or equitable. Similarly, Company is acknowledging that it understands and accepts that pursuant to this Agreement, any other Loan Document and any third party liable in whole or in part for the Obligations. This provision shall survive and continue in full force and effect whether or not each Loan Party shall satisfy all other provisions of this Amendment or the other Loan Documents, including payment in full of all Obligations. Each Releasor understands, acknowledges and agrees that the foregoing release set forth above may be pleaded as it is giving Executive a full and complete defense and release from any claims Company may be used as a basis have against him, except for an injunction against any action, suit or other proceeding which may be instituted, prosecuted or attempted in breach of the provisions of such release. (b) Each Loan Party hereby acknowledges and agrees that such Loan PartyExecutive’s obligations under this Amendment Agreement. Notwithstanding the foregoing, in no event shall include an obligation Executive be deemed by this Section to indemnify and hold the Releasees harmless with respect have released any rights or claims Executive may have for payments or benefits under this Agreement, including pursuant to any indemnified liabilities in any manner relating benefit program or policy under which rights are created or prescribed by this Agreement. Executive shall continue to or arising out of be entitled to indemnification from the negotiation, preparation, execution, delivery, performance, administration and enforcement of this Amendment Company to the fullest extent required by Section 11.04(b) of permitted under the Credit AgreementCompany’s bylaws and charter and in accordance with Delaware law.

Release Indemnification. (a) In further consideration of the execution of this Amendment by the Administrative Agent A. The Member hereby releases Ethanol Products and the Lendersagrees to Ethanol Products and its officers, each Loan Party, individually and on behalf of its successors (including any trustees acting on behalf of such Loan Party and any debtor in possession with respect to such Loan Party), assigns, Subsidiaries and Affiliates (collectively, the “Releasors”), hereby forever releases each Agent and Xxxxxx and their respective successors, assigns, parents, Subsidiaries, Affiliates, officersdirectors, employees, directors, and agents and attorneys (collectively, the “Releasees”) harmless from any and all debtsclaims, claimsright to contribution or indemnity, suits, damages, injuries, demands, liabilities, responsibilities, disputes, causes, damages, actions and causes of actions (whether action, obligations, agreements, debts, and liabilities whatsoever, both at law or and in equity) and obligations of every nature whatsoever, whether liquidated or unliquidated, whether known or unknown, whether matured or unmatured, whether fixed or contingent that such Releasor has, had or the Member may have against the ReleaseesEthanol Products, or except for any of them, which arise from or relate to any actions which the Releasees, or any of them, have or may have taken or omitted to take in connection with the Credit Agreement or the other Loan Documents prior to the date hereof, including with respect to the Obligations, any Collateral, the Credit Agreement, any other Loan Document and any third party liable in whole or in part claims for the Obligations. This provision shall survive and continue in full force and effect whether or not each Loan Party shall satisfy all other provisions breach of this Amendment or Agreement. B. Ethanol Products hereby releases the other Loan Documents, including payment in full of all Obligations. Each Releasor understands, acknowledges Member and agrees that the foregoing release set forth above may be pleaded as a full and complete defense and may be used as a basis for an injunction against any action, suit or other proceeding which may be instituted, prosecuted or attempted in breach of the provisions of such release. (b) Each Loan Party hereby acknowledges and agrees that such Loan Party’s obligations under this Amendment shall include an obligation to indemnify and hold the Releasees Member and its officers, directors, employees, and agents harmless with from any and all claims, right to contribution or indemnity, suits, damages, injuries, demands, causes of action, obligations, agreements, debts, and liabilities whatsoever, both at law and in equity, that Ethanol Products may have against the Member, except for any claims for breach of this Agreement. C. With respect to any indemnified liabilities third party claim or demand which might be subject to a claim for indemnification under this Agreement, the party(ies) potentially entitled to indemnification (“Indemnitee”) will promptly notify the party(ies) potentially required to indemnify under this Agreement (“Indemnitor”), and the Indemnitor may defend, in good faith and at its expense, any such claim or demand, and the Indemnitee, at its expense, will have the right to participate in the defense in any manner relating to such third party claim. So long as the Indemnitor is defending in good faith any such third party claim, the Indemnitee will not settle or arising out of the negotiation, preparation, execution, delivery, performance, administration and enforcement of this Amendment compromise such third party claim. The Indemnitee will make available to the extent Indemnitor or its representatives, all records and other materials reasonably required by Section 11.04(b) them for its use in contesting any third party claim and will cooperate fully with the Indemnitor in the defense of all such claims. If the Credit AgreementIndemnitor does not so elect to defend any such third party claim, the Indemnitee will have no obligation to do so.

Release Indemnification. (a) In further consideration of the execution of this Amendment by the Administrative Agent and the Lenders, each Loan Party, individually and on behalf of its successors (including any trustees acting on behalf of such Loan Party and any debtor in possession with respect to such Loan Party), assigns, Subsidiaries and Affiliates (collectively, the “Releasors”), hereby forever releases each Agent and Xxxxxx and their respective successors, assigns, parents, Subsidiaries, Affiliates, officers, employees, directors, agents and attorneys (collectively, the “Releasees”) from any and all debts, claims, demands, liabilities, responsibilities, disputes, causes, damages, actions and causes of actions (whether at law or in equity) and obligations of every nature whatsoever, whether liquidated or unliquidated, whether known or unknown, whether matured or unmatured, whether fixed or contingent that such Releasor has, had or may have against the Releasees, or any of them, which arise from or relate to any actions which the Releasees, or any of them, have or may have taken or omitted to take in connection with the Credit Agreement or the other Loan Documents prior to the date hereof, including with respect to the Obligations, any Collateral, the Credit Agreement, any other Loan Document and any third party liable in whole or in part for the Obligations. This provision shall survive and continue in full force and effect whether or not each Loan Party shall satisfy all other provisions of this Amendment or the other Loan Documents, including payment in full of all Obligations. Each Releasor understands, acknowledges and agrees that the foregoing release set forth above may be pleaded as a full and complete defense and may be used as a basis for an injunction against any action, suit or other proceeding which may be instituted, prosecuted or attempted in breach of the provisions of such release. (b) Each Loan Party hereby acknowledges and agrees that such Loan Party’s obligations under this Amendment shall include an obligation to indemnify and hold the Releasees harmless with respect to any indemnified liabilities in any manner relating to or arising out of the negotiation, preparation, execution, delivery, performance, administration and enforcement of this Amendment to the extent required by Section 11.04(b) of the Credit Agreement.

Release Indemnification. (a) In further consideration of the execution of this Amendment by the Administrative Agent A. The Member hereby releases WPE and the Lendersagrees to hold WPE and its officers, each Loan Party, individually and on behalf of its successors (including any trustees acting on behalf of such Loan Party and any debtor in possession with respect to such Loan Party), assigns, Subsidiaries and Affiliates (collectively, the “Releasors”), hereby forever releases each Agent and Xxxxxx and their respective successors, assigns, parents, Subsidiaries, Affiliates, officersdirectors, employees, directors, and agents and attorneys (collectively, the “Releasees”) harmless from any and all debtsclaims, claimsrights to contribution or indemnity, suits, damages, injuries, demands, liabilities, responsibilities, disputes, causes, damages, actions and causes of actions (whether action, obligations, agreements, debts, and liabilities whatsoever, both at law or and in equity) and obligations of every nature whatsoever, whether liquidated or unliquidated, whether known or unknown, whether matured or unmatured, whether fixed or contingent that such Releasor has, had or the Member may have against the ReleaseesWPE and arising from its status as a member of WPE, or except for any of them, which arise from or relate to any actions which the Releasees, or any of them, have or may have taken or omitted to take in connection with the Credit Agreement or the other Loan Documents prior to the date hereof, including with respect to the Obligations, any Collateral, the Credit Agreement, any other Loan Document and any third party liable in whole or in part claims for the Obligations. This provision shall survive and continue in full force and effect whether or not each Loan Party shall satisfy all other provisions breach of this Amendment or Agreement. B. WPE hereby releases the other Loan Documents, including payment in full of all Obligations. Each Releasor understands, acknowledges Member and agrees that the foregoing release set forth above may be pleaded as a full and complete defense and may be used as a basis for an injunction against any action, suit or other proceeding which may be instituted, prosecuted or attempted in breach of the provisions of such release. (b) Each Loan Party hereby acknowledges and agrees that such Loan Party’s obligations under this Amendment shall include an obligation to indemnify and hold the Releasees Member and its officers, directors, employees, and agents harmless with from any and all claims, rights to contribution or indemnity, suits, damages, injuries, demands, causes of action, obligations, agreements, debts, and liabilities whatsoever, both at law and in equity, that WPE may have against the Member and arising from the status of Member as a member of WPE, except for any claims for breach of this Agreement. C. With respect to any indemnified liabilities third party claim or demand which might be subject to a claim for indemnification under this Agreement, the party potentially entitled to indemnification (“Indemnitee”) will promptly notify the party potentially required to indemnify under this Agreement (“Indemnitor”), and the Indemnitor may defend, in good faith and at its expense, any such claim or demand, and the Indemnitee, at its expense, will have the right to participate in the defense in any manner relating to such third party claim. So long as the Indemnitor is defending in good faith any such third party claim, the Indemnitee will not settle or arising out of the negotiation, preparation, execution, delivery, performance, administration and enforcement of this Amendment compromise such third party claim. The Indemnitee will make available to the extent Indemnitor or its representatives, all records and other materials reasonably required by Section 11.04(b) them for its use in contesting any third party claim and will cooperate fully with the Indemnitor in the defense of all such claims. If the Credit AgreementIndemnitor does not so elect to defend any such third party claim, the Indemnitee will have no obligation to do so.

Release Indemnification. (a) In further consideration of the Agent and each Lender’s execution of this Amendment by the Administrative Agent and the LendersAmendment, each Loan PartyBorrower, individually and on behalf of its respective successors (including including, without limitation, any trustees acting on behalf of such Loan Party a Borrower and any debtor in debtor-in-possession with respect to such Loan Partyany Borrower), assigns, Subsidiaries subsidiaries and Affiliates (collectively, the “Releasors”)affiliates, hereby forever releases each Agent and Xxxxxx each Lender and their respective successors, assigns, parents, Subsidiariessubsidiaries, Affiliatesaffiliates, officers, employees, directors, agents and attorneys (collectively, the “Releasees”) from any and all debts, claims, demands, liabilities, responsibilities, disputes, causes, damages, actions and causes of actions (whether at law or in equity) and obligations of every nature whatsoever, whether liquidated or unliquidated, whether known or unknown, whether matured or unmatured, whether fixed or contingent (collectively, “Claims”) that such Releasor has, had or Borrower may have against the Releasees, or any of them, Releasees which arise from or relate to any actions which the Releasees, or any of them, have or Releasees may have taken or omitted to take in connection with the Credit Agreement or the other Loan Documents prior to the date hereofthis Amendment was executed including, including without limitation, with respect to the Obligations, any Collateral, the Credit Agreement, any other Loan Document and any third party parties liable in whole or in part for the Obligations. This provision shall survive and continue in full force and effect whether or not each Loan Party Borrowers shall satisfy all other provisions of this Amendment Amendment, the Loan Documents or the other Loan DocumentsCredit Agreement, including payment in full of all Obligations. Each Releasor understands, acknowledges and agrees that the foregoing release set forth above may be pleaded as a full and complete defense and may be used as a basis for an injunction against any action, suit or other proceeding which may be instituted, prosecuted or attempted in breach of the provisions of such release. (b) Each Loan Party Borrower hereby acknowledges and agrees that such Loan Party’s obligations under this Amendment its release of the Releasees as set forth in Section 6(a) shall include an obligation to indemnify and hold the Releasees harmless with respect to any indemnified liabilities in and all liabilities, obligations, losses, penalties, actions, judgments, suits, costs, expenses or disbursements of any manner kind or nature whatsoever incurred by the Releasees, or any of them, whether direct, indirect or consequential, as a result of or arising from or relating to any proceeding by, or on behalf of any person, including, without limitation, officers, directors, agents, trustees, creditors, partners or shareholders of any Borrower or any parent, subsidiary or affiliate of such Borrower, whether threatened or initiated, asserting any claim for legal or equitable remedy under any statutes, regulation or common law principle arising out of from or in connection with the negotiation, preparation, execution, delivery, performance, administration and enforcement of this Amendment or any other document executed in connection herewith; provided, that no Borrower shall be liable for any indemnification to a Releasee to the extent required by Section 11.04(b) that any such liability, obligation, loss, penalty, action, judgment, suit, cost, expense or disbursement results from the applicable Releasee’s gross negligence or willful misconduct. The foregoing indemnity shall survive the payment in full of the Obligations and the termination of this Amendment, the Credit Agreement.Agreement and the other Loan Documents. Consent, Limited Wavier and First Amendment