Common use of Release; Indemnification Clause in Contracts

Release; Indemnification. Borrower hereby releases Lender and its Affiliates, directors, officers, employees, agents and advisors from any and all causes of action, claims or rights which Borrower may now or hereafter have for, or which may arise from, any loss or damage in connection with (a) any failure of Lender to protect, enforce or collect in whole or in part any of the Facility and (b) any other act or omission to act on the part of Lender, its Affiliates, officers, agents, directors, advisors or employees, except in each instance for willful misconduct and gross negligence. Borrower shall indemnify, defend and hold Lender and its Affiliates harmless from and against any and all losses, liabilities, obligations, penalties, claims, fines, demands, litigation, defenses, costs, judgments, suits, proceedings, actual damages, disbursements or expenses of any kind or nature whatsoever (including, without limitation, reasonable attorneys’ fees and expenses) which may at any time be either directly or indirectly imposed upon, incurred by or awarded against Lender or any of Lender’s Affiliates in connection with, arising from or relating to Lender’s entering into or carrying out the terms of this Agreement or being the holder of the Subordinated Note, unless Borrower establishes that the loss, liability, obligations, penalty, claim, fine, demand, litigation, defense, cost, judgment, suit, proceeding, damage, disbursement or expense arose primarily by reason of Lender’s or any of Lender’s Affiliates’ willful misconduct or gross negligence.

Release; Indemnification. To the extent permitted under applicable laws and regulations, Borrower hereby releases Lender and its Affiliates, directors, officers, employees, agents and advisors from any and all causes of action, claims or rights which Borrower may now or hereafter have for, or which may arise from, any loss or damage in connection with caused by or resulting from (a) any failure of Lender to protect, enforce or collect in whole or in part any of the Facility and Loans, (b) any other act or omission to act on the part of Lender, its Affiliates, officers, agents, directors, advisors agents or employees, except in each instance for those caused by Lender's willful misconduct and or gross negligence. Borrower shall indemnify, defend and hold Lender and its Affiliates (including their respective officers, directors, agents and employees) harmless from and against any and all losses, liabilities, obligations, penalties, claims, fines, demands, litigation, defenses, costs, judgments, suits, proceedings, actual damages, disbursements or expenses of any kind or nature whatsoever (including, without limitation, reasonable including attorneys’ ' fees and expenses) which that may at any time be either directly or indirectly imposed upon, incurred by or asserted or awarded against Lender or any of Lender’s 's Affiliates in connection with, arising from or relating to Lender’s entering into Borrower's breach of any covenant, obligation, agreement, representation or carrying out the terms of warranty set forth in this Agreement or being any other Transaction Document, or arising from or relating to any willful misconduct by Borrower, except to the holder of the Subordinated Note, unless extent Borrower establishes that the loss, liability, obligations, penalty, claim, fine, demand, litigation, defense, cost, judgment, suit, proceeding, damage, disbursement or expense arose primarily solely by reason of Lender’s 's or any of Lender’s 's Affiliates’ ' willful misconduct or gross negligence.

Release; Indemnification. Borrower hereby releases Lender and its Affiliates, directors, officers, employees, agents and advisors from any and all causes of action, claims or rights which Borrower may now or hereafter have for, or which may arise from, any loss or damage in connection with caused by or resulting from (a) any failure of Lender to protect, enforce or collect in whole or in part any of the Facility and (b) any other act or omission to act on the part of Lender, its Affiliates, officers, agents, directors, advisors agents or employees, except in each instance for those caused by Lender’s willful misconduct and gross negligencemisconduct. Borrower shall indemnify, defend and hold harmless Lender and its Affiliates harmless Affiliates, and their respective directors, officers, employees, agents, successors and assigns (including any participants in the Facility), from and against any and all losses, liabilities, obligations, penalties, claims, fines, demands, litigation, defenses, costs, judgments, suits, proceedings, actual damages, disbursements or expenses of any kind or nature whatsoever (including, without limitation, reasonable including attorneys’ fees and expenses) ), which may at any time be either directly or indirectly imposed upon, incurred by or asserted or awarded against Lender or any of Lender’s Affiliates Lender and its Affiliates, and their respective directors, officers, employees, agents, successors and assigns (including any participants in the Facility) in connection with, arising from or relating to (i) Borrower’s breach of any covenant, obligation, agreement, representation or warranty set forth in this Agreement or any other Transaction Document or any willful misconduct or gross negligence by Borrower, or (ii) Lender’s entering into or carrying out the terms of this Agreement or the other Transaction Documents or being the holder of the Subordinated NoteDebenture, unless except to the extent Borrower establishes that the loss, liability, obligations, penalty, claim, fine, demand, litigation, defense, cost, judgment, suit, proceeding, damage, disbursement or expense arose primarily solely by reason of Lender’s or any of Lender’s Affiliates’ willful misconduct or gross negligencemisconduct.

Release; Indemnification. Borrower (i) hereby waives any claim in tort, contract or otherwise which Borrower may have against Lender, its officers, partners, members, directors, employees, agents, representatives and designees (collectively, the “Lender Agents”) which may arise out of the relationship between Borrower and any such Person prior to the Closing Date; and (ii) absolutely and unconditionally releases and discharges Lender, its respective Affiliates and the Lender Agents from any and all claims, causes of action, losses, damages or expenses or any other liability arising which may arise out of any relationship between Borrower, Lender, such Affiliate or the Lender Agents or which otherwise relates to this Agreement or acts taken in furtherance thereof, whether as attorney-in-fact or otherwise, whether of omission or commission, and whether based upon any error of judgment or mistake of law or fact, except for gross negligence or willful misconduct as determined by a final and non-appealable order from a court of competent jurisdiction. Borrower acknowledges that it makes this waiver and release knowingly, voluntarily and only after considering the ramifications of this waiver and release with its Affiliateslegal counsel. Borrower shall defend, indemnify and hold harmless Lender, each Lender Affiliate, each of their respective directors, officers, partners, members, shareholders, participants, employees, agents professionals and advisors from any and all causes of action, claims or rights which Borrower may now or hereafter have for, or which may arise from, any loss or damage in connection with (a) any failure of Lender to protect, enforce or collect in whole or in part any of the Facility and (b) any other act or omission to act on the part of Lender, its Affiliates, officers, agents, directorsand each of their respective successors and assigns (each, advisors or employeesan “Indemnified Party”), except in each instance for willful misconduct and gross negligence. Borrower shall indemnify, defend and hold Lender and its Affiliates harmless from and against any and all losses, liabilities, obligations, losses, damages, penalties, claims, fines, demands, litigation, defenses, costsactions, judgments, suits, proceedingsclaims, actual damagescosts, expenses and disbursements or expenses of any kind or nature whatsoever (including, without limitation, reasonable attorneys’ including the fees and disbursements of counsel for an Indemnified Party in connection with any investigative, administrative or judicial proceeding commenced or threatened, court costs and costs of appeal at all appellate levels, investigation and laboratory fees, consultant fees and litigation expenses) which ), that may at any time be either directly or indirectly imposed uponon, incurred by, or asserted against any Indemnified Party (collectively, the “Indemnified Liabilities”) arising out of or related to (i) the execution, enforcement, performance, or administration of this Agreement, any of the other Loan Documents, the transactions contemplated hereby; (ii) any breach by or awarded against Lender Borrower or any Affiliate thereof of Lender’s Affiliates in connection withtheir obligations under, arising or any misrepresentation by any of the foregoing contained in, any Loan Document; (iii) the presence, disposal, escape, seepage, leakage, spillage, discharge, emission, release, or threatened release of any hazardous materials on, from or relating affecting Borrower’s Premises or any Environmental Liabilities and Costs; (iv) any violation of any federal, state, or local law by Borrower or any Affiliate thereof and (iv) any other matter arising out of or related to Lenderthe Loan, Borrower, Borrower’s entering into Premises or carrying out any Collateral; provided, however, that Borrower shall not have any obligation to any Indemnified Party hereunder to the terms extent that it is judicially determined by a court of this Agreement or being competent jurisdiction in a final, non-appealable judgment that such Indemnified Liabilities are the holder result of the Subordinated Note, unless Borrower establishes that the loss, liability, obligations, penalty, claim, fine, demand, litigation, defense, cost, judgment, suit, proceeding, damage, disbursement gross negligence or expense arose primarily willful misconduct of such Indemnified Party. Any amounts payable to any Indemnified Party by reason of Lender’s the application of this Section 13.4 shall be payable on demand and shall bear interest at the Default Interest Rate from the date loss or damage is sustained by any of Lender’s Affiliates’ willful misconduct or gross negligenceIndemnified Party until paid. IT IS THE INTENT OF THE PARTIES HERETO THAT THE INDEMNIFIED PARTIES BE INDEMNIFIED FOR THEIR OWN SOLE OR CONTRIBUTORY NEGLIGENCE.

Release; Indemnification. Borrower (i) hereby waives any claim in tort, contract or otherwise which Borrower may have against Lender, its officers, partners, members, directors, employees, agents, representatives and designees (collectively, the “Lender Agents”) which may arise out of the relationship between Borrower and any such Person prior to the Closing Date; and (ii) absolutely and unconditionally releases and discharges Lender, its respective Affiliates and the Lender Agents from any and all claims, causes of action, losses, damages or expenses or any other liability arising which may arise out of any relationship between Borrower, Lender, such Affiliate or the Lender Agents or which otherwise relates to this Agreement or acts taken in furtherance thereof, whether as attorney-in-fact or otherwise, whether of omission or commission, and whether based upon any error of judgment or mistake of law or fact, except for gross negligence or willful misconduct as determined by a final and non-appealable order from a court of competent jurisdiction. Xxxxxxxx acknowledges that it makes this waiver and release knowingly, voluntarily and only after considering the ramifications of this waiver and release with its Affiliateslegal counsel. Borrower shall defend, indemnify and hold harmless Lender, each Lender Affiliate, each of their respective directors, officers, partners, members, shareholders, participants, employees, agents professionals and advisors from any and all causes of action, claims or rights which Borrower may now or hereafter have for, or which may arise from, any loss or damage in connection with (a) any failure of Lender to protect, enforce or collect in whole or in part any of the Facility and (b) any other act or omission to act on the part of Lender, its Affiliates, officers, agents, directorsand each of their respective successors and assigns (each, advisors or employeesan “Indemnified Party”), except in each instance for willful misconduct and gross negligence. Borrower shall indemnify, defend and hold Lender and its Affiliates harmless from and against any and all losses, liabilities, obligations, losses, damages, penalties, claims, fines, demands, litigation, defenses, costsactions, judgments, suits, proceedingsclaims, actual damagescosts, expenses and disbursements or expenses of any kind or nature whatsoever (including, without limitation, reasonable attorneys’ including the fees and disbursements of counsel for an Indemnified Party in connection with any investigative, administrative or judicial proceeding commenced or threatened, court costs and costs of appeal at all appellate levels, investigation and laboratory fees, consultant fees and litigation expenses) which ), that may at any time be either directly or indirectly imposed uponon, incurred by, or asserted against any Indemnified Party (collectively, the “Indemnified Liabilities”) arising out of or related to (i) the execution, enforcement, performance, or administration of this Agreement, any of the other Loan Documents, the transactions contemplated hereby; (ii) any breach by or awarded against Lender Borrower or any Affiliate thereof of Lender’s Affiliates in connection withtheir obligations under, arising or any misrepresentation by any of the foregoing contained in, any Loan Document; (iii) the presence, disposal, escape, seepage, leakage, spillage, discharge, emission, release, or threatened release of any hazardous materials on, from or relating affecting Borrower’s Premises or any Environmental Liabilities and Costs; (iv) any violation of any federal, state, or local law by Borrower or any Affiliate thereof and (iv) any other matter arising out of or related to Lenderthe Loan, Borrower, Borrower’s entering into Premises or carrying out any Collateral; provided, however, that Borrower shall not have any obligation to any Indemnified Party hereunder to the terms extent that it is judicially determined by a court of this Agreement or being competent jurisdiction in a final, non-appealable judgment that such Indemnified Liabilities are the holder result of the Subordinated Note, unless Borrower establishes that the loss, liability, obligations, penalty, claim, fine, demand, litigation, defense, cost, judgment, suit, proceeding, damage, disbursement gross negligence or expense arose primarily willful misconduct of such Indemnified Party. Any amounts payable to any Indemnified Party by reason of Lender’s the application of this Section 13.4 shall be payable on demand and shall bear interest at the Default Interest Rate from the date loss or damage is sustained by any of Lender’s Affiliates’ willful misconduct or gross negligenceIndemnified Party until paid. IT IS THE INTENT OF THE PARTIES HERETO THAT THE INDEMNIFIED PARTIES BE INDEMNIFIED FOR THEIR OWN SOLE OR CONTRIBUTORY NEGLIGENCE.

Release; Indemnification. Borrower hereby releases Lender and its Affiliates, directors, officers, employees, agents and advisors from any and all causes of action, claims or rights which Borrower may now or hereafter have for, or which may arise from, any loss or damage in connection with caused by or resulting from (a) any failure of Lender to protect, enforce or collect in whole or in part any of the Facility and (b) any other act or omission to act on the part of Lender, its Affiliates, officers, agents, directors, advisors agents or employees, except in each instance for willful misconduct and gross negligence. Borrower shall indemnify, defend and hold Lender and its Affiliates harmless from and against any and all losses, liabilities, obligations, penalties, claims, fines, demands, litigation, defenses, costs, judgments, suits, proceedings, actual damages, disbursements or expenses of any kind or nature whatsoever (including, without limitation, reasonable attorneys’ fees and expenses) which may at any time be either directly or indirectly imposed upon, incurred by or asserted or awarded against Lender or any of Lender’s Affiliates in connection with, arising from or relating to Lender’s entering into or carrying out the terms of this Agreement or being the holder of the Subordinated Note, unless Borrower establishes that the loss, liability, obligations, penalty, claim, fine, demand, litigation, defense, cost, judgment, suit, proceeding, damage, disbursement or expense arose primarily by reason of Lender’s or any of Lender’s Affiliates’ willful misconduct or gross negligence.

Release; Indemnification. Borrower hereby releases Lender and its Affiliates, directors, officers, employees, agents and advisors from any and all causes of action, claims or rights which Borrower may now or hereafter have for, or which may arise from, any loss or damage in connection with caused by or resulting from: (a) any failure of Lender to protect, enforce or collect in whole or in part any of the Facility Subordinated Debt and (b) any other act or omission to act on the part of Lender, its Affiliates, officers, agents, directors, advisors agents or employees, except in each instance for willful misconduct and or gross negligence, and except for any breach by Lender of this Agreement or any other Transaction Document. Borrower shall indemnify, defend and hold Lender and its Affiliates harmless from and against any and all losses, liabilities, obligations, penalties, claims, fines, demands, litigation, defenses, costs, judgments, suits, proceedings, actual damages, disbursements or expenses of any kind or nature whatsoever (including, without limitation, reasonable including attorneys’ fees and expenses) which may at any time be either directly or indirectly imposed upon, incurred by or asserted or awarded against Lender or any of Lender’s Affiliates in connection with, arising from or relating to Lender’s entering into or carrying out the terms of this Agreement or being the holder of the any Subordinated NoteDebenture, unless Borrower establishes that the other than any loss, liability, obligationsdamage, penaltysuit, claim, fineexpense, demand, litigation, defense, cost, judgment, suit, proceeding, damage, disbursement fees or expense arose primarily costs arising solely by reason of Lender’s or any of Lender’s Affiliates’ willful misconduct or gross negligence.

Release; Indemnification. Borrower hereby releases Lender and its Affiliates, directors, officers, employees, agents and advisors Affiliates from any and all causes of action, claims or rights which Borrower may now or hereafter have for, or which may arise from, any loss or damage in connection with (a) any failure of Lender to protect, enforce or collect in whole or in part any of the Facility and (b) any other act or omission to act on the part of Lender, its Affiliates, officers, agents, directors, advisors or employeesAffiliates in connection with the Facility and any other transactions contemplated by the other Transaction Documents, except in each instance for willful misconduct and misconduct, gross negligencenegligence or a breach of the Transaction Documents by Lender. Borrower shall indemnify, defend and hold Lender and its Affiliates harmless from and against any and all losses, liabilities, obligations, penalties, claims, fines, demands, litigation, defenses, costs, judgments, suits, proceedings, actual damages, disbursements or expenses of any kind or nature whatsoever (including, without limitation, reasonable attorneys’ fees and expenses) which may at any time be either directly or indirectly imposed upon, incurred by or awarded against Lender or any of Lender’s Affiliates in connection with, arising from or relating to Lender’s entering into or carrying out the terms of this Agreement or being the holder of the Subordinated Note, unless Borrower establishes that the loss, liability, obligations, penalty, claim, fine, demand, litigation, defense, cost, judgment, suit, proceeding, damage, disbursement or expense arose primarily by reason of Lender’s or any of Lender’s Affiliates’ willful misconduct or gross negligence.

Release; Indemnification. Borrower hereby releases Lender and its Affiliates, directors, officers, employees, agents and advisors from any and all causes of action, claims or rights which Borrower may now or hereafter have for, or which may arise from, any loss or damage in connection with caused by or resulting from (a) any failure of Lender to protect, enforce or collect in whole or in part any of the Facility and Loan, (b) any other act or omission to act on the part of Lender, its Affiliates, officers, agents, directors, advisors agents or employees, except in each instance for those caused by Lender’s willful misconduct and or gross negligence. Borrower shall indemnify, defend and hold Lender and its Affiliates (including their respective officers, directors, agents and employees) harmless from and against any and all losses, liabilities, obligations, penalties, claims, fines, demands, litigation, defenses, costs, judgments, suits, proceedings, actual damages, disbursements or expenses of any kind or nature whatsoever (including, without limitation, reasonable including attorneys’ fees and expenses) which that may at any time be either directly or indirectly imposed upon, incurred by or asserted or awarded against Lender or any of Lender’s Affiliates in connection with, arising from or relating to LenderBorrower’s entering into breach of any covenant, obligation, agreement, representation or carrying out the terms of warranty set forth in this Agreement or being any other Transaction Document, or arising from or relating to any willful misconduct by Borrower, except to the holder of the Subordinated Note, unless extent Borrower establishes that the loss, liability, obligations, penalty, claim, fine, demand, litigation, defense, cost, judgment, suit, proceeding, damage, disbursement or expense arose primarily solely by reason of Lender’s or any of Lender’s Affiliates’ willful misconduct or gross negligence.

Release; Indemnification. Borrower hereby releases Lender (a) Covanta shall provide CPIH the benefit of the same standard of judgment and effort in rendering the Services hereunder as Covanta applies to its Affiliatesown corporate functions and operations. However, the Covanta Entities and their affiliates and their respective officers, directors, officersmembers, employeesaffiliates, agents and advisors from any and all causes of actionemployees (collectively, claims the "Covanta Indemnified Parties") shall not be liable to the CPIH Entities or rights which Borrower may now or hereafter have for, or which may arise from, any loss or damage in connection with (a) any failure of Lender to protect, enforce or collect in whole or in part any of the Facility and (b) any other person for any act or omission in the course of performance of their duties hereunder except for their gross negligence or willful misconduct. In addition to act on all such rights of indemnity as the part of LenderCovanta Indemnified Parties may have under applicable law, its Affiliates, officers, agents, directors, advisors or employees, except in each instance for willful misconduct and gross negligence. Borrower CPIH shall indemnify, defend and hold Lender and its Affiliates harmless indemnify the Covanta Indemnified Parties from and against any and all losses, liabilities, obligations, penalties, claims, fines, demands, litigation, defenses, costs, judgments, suits, proceedings, actual damages, disbursements or costs and expenses of any kind or nature whatsoever (including, without limitation, including reasonable attorneys’ attorney's fees and expensesamounts reasonably paid in settlement) which may at any time be either directly or indirectly imposed upon(collectively, "Covanta Losses") incurred by reason of or awarded arising out of the performance or nonperformance of its duties under or by reason of this Agreement; provided, however, there shall be no such indemnification for Covanta Losses incurred by any such person or entity by reason of their gross negligence or willful misconduct in the conduct of their duties under or by reason of this Agreement. (b) The CPIH Entities and their affiliates and their respective officers, directors, members, affiliates, agents and employees (collectively, the "CPIH Indemnified Parties") shall not be liable to the Covanta Entities or to any other person for any act or omission in the course of performance of their duties hereunder except for their gross negligence or willful misconduct. In addition to all such rights of indemnity as the CPIH Indemnified Parties may have under applicable law, Covanta shall defend, indemnify and save harmless the CPIH Indemnified Parties from and against Lender any and all liabilities, claims, damages, costs and expenses (including reasonable attorney's fees and amounts reasonably paid in settlement) (collectively, "CPIH Losses") incurred by reason of or arising out of the performance or nonperformance of its duties under or by reason of this Agreement; provided, however, there shall be no such indemnification for CPIH Losses incurred by any such person or entity by reason of Lender’s Affiliates their gross negligence or willful misconduct in the conduct of their duties under or by reason of this Agreement. (c) In addition to all such rights of indemnity and subrogation as the Covanta Entities may have under applicable law, the CPIH Entities shall defend, indemnify and save harmless the Covanta Indemnified Parties from and against any and all Covanta Losses incurred by a Covanta Indemnified Party in connection with: (1) such Covanta Indemnified Party's role as account party under any of the Letters of Credit, arising to the extent CPIH controls any litigation; (2) such Covanta Indemnified Party's role as guarantor under any Parent Guarantee, to the extent CPIH controls any litigation; and (3) the material breach by CPIH of a covenant contained in Section 8 herein. (d) In addition to all such rights of indemnity and subrogation as the CPIH Entities may have under applicable law, the Covanta Entities shall defend, indemnify and save harmless the CPIH Indemnified Parties from or relating to Lender’s entering into or carrying out and against any and all CPIH Losses incurred by a CPIH Indemnified Party in connection with the terms material breach by Covanta of a covenant contained in Section 8. (e) The Covanta Entities' and the CPIH Entities' indemnification and advancement of expenses obligations hereunder shall survive any termination of this Agreement or being the holder of the Subordinated NoteAgreement, unless Borrower establishes that the loss, liability, obligations, penalty, claim, fine, demand, litigation, defense, cost, judgment, suit, proceeding, damage, disbursement or expense arose primarily by reason of Lender’s or any of Lender’s Affiliates’ willful misconduct or gross negligenceSection 10 notwithstanding.

Release; Indemnification. Borrower hereby releases Lender and its Affiliates, directors, officers, employees, agents and advisors from any and all causes of action, claims or rights which that Borrower may now or hereafter have for, or which that may arise from, any loss or damage in connection with caused by or resulting from (a) any failure of Lender to protect, enforce or collect in whole or in part any of the Facility and Loan, (b) any other act or omission to act on the part of Lender, its Affiliates, officers, agents, directors, advisors agents or employees, except in each instance for those caused by Lender's willful misconduct and or gross negligence. Borrower shall indemnify, defend and hold Lender and its Affiliates (including their respective officers, directors, agents and employees) harmless from and against any and all losses, liabilities, obligations, penalties, claims, fines, demands, litigation, defenses, costs, judgments, suits, proceedings, actual damages, disbursements or expenses of any kind or nature whatsoever (including, without limitation, reasonable including attorneys’ ' fees and expenses) which that may at any time be either directly or indirectly imposed upon, incurred by or asserted or awarded against Lender or any of Lender’s 's Affiliates in connection with, arising from or relating to Lender’s entering into Borrower's breach of any covenant, obligation, agreement, representation or carrying out the terms of warranty set forth in this Agreement or being any other Transaction Document, or arising from or relating to any willful misconduct by Borrower, except to the holder of the Subordinated Note, unless extent Borrower establishes that the loss, liability, obligations, penalty, claim, fine, demand, litigation, defense, cost, judgment, suit, proceeding, damage, disbursement or expense arose primarily solely by reason of Lender’s 's or any of Lender’s 's Affiliates’ ' willful misconduct or gross negligence.

Release; Indemnification. To the maximum extent permitted under applicable laws and regulations, Borrower hereby releases Lender and its Affiliates, directors, officers, employees, agents and advisors from any and all causes of action, claims or rights which Borrower may now or hereafter have for, or which may arise from, any loss or damage in connection with caused by or resulting from (a) any failure of Lender to protect, enforce or collect in whole or in part any of the Facility and Loans, (b) any other act or omission to act on the part of Lender, its Affiliates, officers, agents, directors, advisors agents or employees, except in each instance for those caused by Lender’s willful misconduct and or gross negligence. Borrower shall indemnify, defend and hold Lender and its Affiliates (including their respective officers, directors, agents and employees) harmless from and against any and all losses, liabilities, obligations, penalties, claims, fines, demands, litigation, defenses, costs, judgments, suits, proceedings, actual damages, disbursements or expenses of any kind or nature whatsoever (including, without limitation, reasonable including attorneys’ fees and expenses) which that may at any time be either directly or indirectly imposed upon, incurred by or asserted or awarded against Lender or any of Lender’s Affiliates in connection with, arising from or relating to LenderBorrower’s entering into breach of any covenant, obligation, agreement, representation or carrying out the terms of warranty set forth in this Agreement or being any other Transaction Document, or arising from or relating to any willful misconduct by Borrower, except to the holder of the Subordinated Note, unless extent Borrower establishes that the loss, liability, obligations, penalty, claim, fine, demand, litigation, defense, cost, judgment, suit, proceeding, damage, disbursement or expense arose primarily solely by reason of Lender’s or any of Lender’s Affiliates’ willful misconduct or gross negligence.

Release; Indemnification. Borrower hereby releases Lender and its Affiliates, directors, officers, employees, agents and advisors from any and all causes of action, claims or rights which Borrower may now or hereafter have for, or which may arise from, any loss or damage in connection with caused by or resulting from (a) any failure of Lender to protect, enforce or collect in whole or in part any of the Facility and (b) any other act or omission to act on the part of Lender, its Affiliates, officers, agents, directors, advisors agents or employees, except in each instance for those caused by Lxxxxx’s willful misconduct and gross negligence. Borrower shall indemnify, defend and hold Lender and its Affiliates harmless from and against any and all losses, liabilities, obligations, penalties, claims, fines, demands, litigation, defenses, costs, judgments, suits, proceedings, actual damages, disbursements or expenses of any kind or nature whatsoever (including, without limitation, reasonable attorneys’ fees and expenses) which may at any time be either directly or indirectly imposed upon, incurred by or asserted or awarded against Lender or any of Lender’s Affiliates in connection with, arising from or relating to LenderLxxxxx’s entering into or carrying out the terms of this Agreement or being the holder of the Subordinated NoteDebenture, unless Borrower establishes that the loss, liability, obligations, penalty, claim, fine, demand, litigation, defense, cost, judgment, suit, proceeding, damage, disbursement or expense arose primarily solely by reason of LenderLxxxxx’s or any of LenderLxxxxx’s Affiliates’ willful misconduct or gross negligence.

Release; Indemnification. Borrower hereby releases Lender and its Affiliates, directors, officers, employees, agents and advisors from any and all causes of action, claims or rights which the Borrower may now or hereafter have for, or which may arise from, any loss or damage in connection with caused by or resulting from (a) any failure of Lender to protect, enforce or collect in whole or in part any of the Facility Debt and (b) any other act or omission to act on the part of Lender, its Affiliates, officers, agents, directors, advisors agents or employees, except in each instance for willful misconduct and gross negligence. Borrower shall indemnify, defend and hold Lender and its Affiliates harmless from and against any and all losses, liabilities, obligations, penalties, claims, fines, demands, litigation, defenses, costs, judgments, suits, proceedings, actual damages, disbursements or expenses of any kind or nature whatsoever (including, without limitation, reasonable attorneys’ ' fees and expenses) which may at any time be either directly or indirectly imposed upon, incurred by or asserted or awarded against Lender or any of Lender’s 's Affiliates in connection with, arising from or relating to Lender’s 's entering into or carrying out the terms of this Agreement or being the holder of the Subordinated NoteDebenture, unless Borrower establishes that the other than any loss, liability, obligationsdamage, penaltysuit, claim, fineexpense, demand, litigation, defense, cost, judgment, suit, proceeding, damage, disbursement fees or expense arose primarily costs arising solely by reason of Lender’s 's or any of Lender’s 's Affiliates’ ' willful misconduct or gross negligence.

Release; Indemnification. Borrower hereby releases Lender and its Affiliates, directors, officers, employees, agents and advisors from any and all causes of action, claims or rights which that Borrower may now or hereafter have for, or which that may arise from, any loss or damage in connection with caused by or resulting from (a) any failure of Lender to protect, enforce or collect in whole or in part any of the Facility and Loan, (b) any other act or omission to act on the part of Lender, its Affiliates, officers, agents, directors, advisors agents or employees, except in each instance for those caused by Lender’s willful misconduct and or gross negligence. Borrower shall indemnify, defend and hold Lender and its Affiliates (including their respective officers, directors, agents and employees) harmless from and against any and all losses, liabilities, obligations, penalties, claims, fines, demands, litigation, defenses, costs, judgments, suits, proceedings, actual damages, disbursements or expenses of any kind or nature whatsoever (including, without limitation, reasonable including attorneys’ fees and expenses) which that may at any time be either directly or indirectly imposed upon, incurred by or asserted or awarded against Lender or any of Lender’s Affiliates in connection with, arising from or relating to LenderBorrower’s entering into breach of any covenant, obligation, agreement, representation or carrying out the terms of warranty set forth in this Agreement or being any other Transaction Document, or arising from or relating to any willful misconduct by Borrower, except to the holder of the Subordinated Note, unless extent Borrower establishes that the loss, liability, obligations, penalty, claim, fine, demand, litigation, defense, cost, judgment, suit, proceeding, damage, disbursement or expense arose primarily solely by reason of Lender’s or any of Lender’s Affiliates’ willful misconduct or gross negligence.

Release; Indemnification. Borrower hereby releases Lender and its Affiliates, directors, officers, employees, agents and advisors from any and all causes of action, claims or rights which Borrower may now or hereafter have for, or which may arise from, any loss or damage in connection with caused by or resulting from (a) any failure of Lender to protect, enforce or collect in whole or in part any of the Facility and (b) any other act or omission to act on the part of Lender, its Affiliates, officers, agents, directors, advisors agents or employees, except in each instance for willful misconduct and gross negligence. Borrower shall indemnify, defend and hold Lender and its Affiliates harmless from and against any and all losses, liabilities, obligations, penalties, claims, fines, demands, litigation, defenses, costs, judgments, suits, proceedings, actual damages, disbursements or expenses of any kind or nature whatsoever (including, without limitation, reasonable attorneys’ ' fees and expenses) which may at any time be either directly or indirectly imposed upon, incurred by or asserted or awarded against Lender or any of Lender’s 's Affiliates in connection with, arising from or relating to Lender’s 's entering into or carrying out the terms of this Agreement or being the holder of the Subordinated Note, unless Borrower establishes that the loss, liability, obligations, penalty, claim, fine, demand, litigation, defense, cost, judgment, suit, proceeding, damage, disbursement or expense arose primarily solely by reason of Lender’s 's or any of Lender’s 's Affiliates’ ' willful misconduct or gross negligence.

Release; Indemnification. Borrower hereby releases Lender and its Affiliates, directors, officers, employees, agents and advisors from any and all causes of action, claims or rights which Borrower may now or hereafter have for, or which may arise from, any loss or damage in connection with caused by or resulting from (a) any failure of Lender to protect, enforce or collect in whole or in part any of the Facility and Loan, (b) any other act or omission to act on the part of Lender, its Affiliates, officers, agents, directors, advisors agents or employees, except in each instance for those caused by Lender’s willful misconduct and or gross negligence. Borrower shall indemnify, defend and hold Lender and its Affiliates harmless from and against any and all losses, liabilities, obligations, penalties, claims, fines, demands, litigation, defenses, costs, judgments, suits, proceedings, actual damages, disbursements or expenses of any kind or nature whatsoever (including, without limitation, reasonable attorneys’ fees and expenses) which may at any time be either directly or indirectly imposed upon, incurred by or asserted or awarded against Lender or any of Lender’s Affiliates in connection with, arising from or relating to LenderBorrower’s entering into breach of any covenant, obligation, agreement, representation or carrying out the terms of warranty set forth in this Agreement or being any other Transaction Document, or arising from or relating to any willful misconduct by Borrower, except to the holder of the Subordinated Note, unless extent Borrower establishes that the loss, liability, obligations, penalty, claim, fine, demand, litigation, defense, cost, judgment, suit, proceeding, damage, disbursement or expense arose primarily solely by reason of Lender’s or any of Lender’s Affiliates’ willful misconduct or gross negligence.

Release; Indemnification. Borrower hereby releases Lender and its Affiliates, directors, officers, employees, agents and advisors from any and all causes of action, claims or rights which Borrower may now or hereafter have for, or which may arise from, any loss or damage in connection with caused by or resulting from: (a) any failure of Lender to protect, enforce or collect in whole or in part any of the Facility Subordinated Debt and (b) any other act or omission to act on the part of Lender, its Affiliates, officers, agents, directors, advisors agents or employees, except in each instance for willful misconduct and or gross negligence, and except for any breach by Lender of this Agreement or any other Transaction Document. Borrower shall indemnify, defend and hold Lender and its Affiliates harmless from and against any and all losses, liabilities, obligations, penalties, claims, fines, demands, litigation, defenses, costs, judgments, suits, proceedings, actual damages, disbursements or expenses of any kind or nature whatsoever (including, without limitation, reasonable including attorneys’ fees and expenses) which may at any time be either directly or indirectly imposed upon, incurred by or asserted or awarded against Lender or any of Lender’s Affiliates in connection with, arising from or relating to Lender’s entering into or carrying out the terms of this Agreement or being the holder of the any Subordinated NoteDebenture, unless Borrower establishes that the but not including any portion of such loss, liability, obligationsdamage, penaltysuit, claim, fineexpense, demand, litigation, defense, cost, judgment, suit, proceeding, damage, disbursement fees or expense arose costs that is primarily by reason of attributable to Lender’s or any of Lender’s Affiliates’ willful misconduct or gross negligence.

Release; Indemnification. Borrower hereby releases Lender and its Affiliates, directors, officers, employees, agents and advisors from any and all causes of action, claims or rights which Borrower may now or hereafter have for, or which may arise from, any loss or damage in connection with caused by or resulting from (a) any failure of Lender to protect, enforce or collect in whole or in part any of the Facility and (b) any other act or omission to act on the part of Lender, its Affiliates, officers, agents, directors, advisors agents or employees, except in each instance for those caused by Lender’s willful misconduct and or gross negligence. Borrower shall indemnify, defend and hold Lender and its Affiliates harmless from and against any and all losses, liabilities, obligations, penalties, claims, fines, demands, litigation, defenses, costs, judgments, suits, proceedings, actual damages, disbursements or expenses of any kind or nature whatsoever (including, without limitation, reasonable attorneys’ fees and expenses) which may at any time be either directly or indirectly imposed upon, incurred by or asserted or awarded against Lender or any of Lender’s Affiliates in connection with, arising from or relating to LenderBorrower’s entering into breach of any covenant, obligation, agreement, representation or carrying out the terms of warranty set forth in this Agreement or being any other Transaction Document, or arising from or relating to any willful misconduct by Borrower, except to the holder of the Subordinated Note, unless extent Borrower establishes that the loss, liability, obligations, penalty, claim, fine, demand, litigation, defense, cost, judgment, suit, proceeding, damage, disbursement or expense arose primarily by reason of Lender’s or any of Lender’s Affiliates’ willful misconduct or gross negligence.