Common use of Waiver and Indemnity Clause in Contracts

Waiver and Indemnity. (a) No omission or delay by LENDER in exercising any right or power under this Agreement or any related agreements and documents will impair such right or power or be construed to be a waiver of any default, or Event of Default or an acquiescence therein, and any single or partial exercise of any such right or power will not preclude other or further exercise thereof or the exercise of any other right, and as to any BORROWER no waiver will be valid unless in writing and signed by LENDER and then only to the extent specified. (b) Each BORROWER releases and shall indemnify, defend and hold harmless LENDER, and its respective officers, employees and agents, of and from any claims, demands, liabilities, obligations, judgments, injuries, losses, damages and costs and expenses (including, without limitation, reasonable legal fees) resulting from (i) acts or conduct of a BORROWER under, pursuant or related to this Agreement and the other Loan Documents, (ii) any BORROWER'S breach, or alleged breach, or violation of any representation, warranty, covenant or undertaking contained in this Agreement or the other Loan Documents, and (iii) any BORROWER'S failure, or alleged failure, to comply with any or all laws, statutes, ordinances, governmental rules, regulations or standards, whether federal, state or local, or court or administrative orders or decrees (including without limitation environmental laws, etc.), and all costs, expenses, fines, penalties or other damages resulting therefrom, unless, in each case resulting from acts or conduct of LENDER constituting willful misconduct or gross negligence. (c) LENDER shall not be liable for, and BORROWERS hereby agree that LENDER's liability in the event of a breach by LENDER of this Agreement shall be limited to BORROWERS' direct damages suffered and shall not extend to, any consequential or incidental damages. In the event BORROWERS bring suit against LENDER in connection with the transactions contemplated hereunder, and LENDER is found not to be liable, BORROWERS shall indemnify and hold LENDER harmless from all costs and expenses, including attorneys' fees, incurred by LENDER in connection with such suit.

Waiver and Indemnity. (a) No omission or delay by LENDER Lender in exercising any right or power under this Agreement or any related agreements and documents will impair such right or power or be construed to be a waiver of any default, or Event of Default or an acquiescence therein, and any single or partial exercise of any such right or power will not preclude other or further exercise thereof or the exercise of any other right, and as to any BORROWER Borrowers no waiver will be valid unless in writing and signed by LENDER Lender and then only to the extent specified. (b) Each BORROWER releases Borrowers release and shall indemnify, defend and hold harmless LENDERLender, and its respective officers, directors, employees and agents, of and from any claims, demands, liabilities, obligations, judgments, injuries, losses, damages and costs and expenses (including, without limitation, reasonable legal fees) resulting from (i) acts or conduct of a BORROWER Borrowers under, pursuant or related to this Agreement and the other Loan Documents, (ii) any BORROWER'S Borrowers’ breach, or alleged breach, or violation of any representation, warranty, covenant or undertaking contained in this Agreement or the other Loan Documents, and (iii) any BORROWER'S Borrowers’ failure, or alleged failure, to comply with any or all laws, statutes, ordinances, governmental rules, regulations or standards, whether federal, state or local, or court or administrative orders or decrees (including without limitation environmental laws, etc.), and all costs, expenses, fines, penalties or other damages resulting therefrom, unless, in each case unless resulting from acts or conduct of LENDER Lender constituting willful misconduct or gross negligence. (c) LENDER Lender shall not be liable for, and BORROWERS Borrowers hereby agree that LENDER's Lender’s liability in the event of a breach by LENDER Lender of this Agreement shall be limited to BORROWERS' Borrowers’ direct damages suffered and shall not extend to, any consequential or incidental damages. In the event BORROWERS Borrowers bring suit against LENDER Lender in connection with the transactions contemplated hereunder, and LENDER Lender is found not to be liable, BORROWERS Borrowers shall indemnify and hold LENDER Lender harmless from all costs and expenses, including attorneys' ’ fees, incurred by LENDER Lender in connection with such suit.

Waiver and Indemnity. (a) No omission or delay by LENDER Lender in exercising any right or power under this Agreement or any related agreements and documents will impair such right or power or be construed to be a waiver of any default, or Event of Default or an acquiescence therein, and any single or partial exercise of any such right or power will not preclude other or further exercise thereof or the exercise of any other right, and as to any BORROWER Borrower no waiver will be valid unless in writing and signed by LENDER Lender and then only to the extent specified. (b) Each BORROWER Borrower releases and shall indemnify, defend and hold harmless LENDERLender, and its respective officers, employees directors, employees, attorneys and agentsagents (each, an “Indemnified Party”), of and from any claims, demands, liabilities, obligations, judgments, injuries, losses, damages and costs and expenses (including, without limitation, Expenses and reasonable legal fees) of any kind or nature, which at any time may be imposed on, incurred by, or asserted against any Indemnified Party, resulting from (i) acts or conduct of a BORROWER Borrower under, pursuant or related to this Agreement and the other Loan Documents, (ii) as a result of Lender’s exercise of (or failure to exercise) any BORROWER'S of Lender’s rights and remedies hereunder or under the other Loan Documents, including (A) any sale or transfer of the Collateral, (B) the preservation, repair, maintenance, preparation for sale or securing of any Collateral, (C) the defense of Lender’s interests in the Collateral (including the defense of claims brought by the Borrowers (or any of them) as a debtor-in-possession or otherwise, any secured or unsecured creditors of the Borrowers (or any of them), or any trustee or receiver in bankruptcy), and (D) rights, remedies or obligations under the Business Associate Agreement; (iii) as a result of any environmental pollution, hazardous material or environmental clean-up and the Borrowers’ off-site disposal practices; (iv) in connection with any regulatory investigation or proceeding by any regulatory authority or agency having jurisdiction over the Borrowers (or any of them); (v) otherwise relating to or arising out of the transactions contemplated by this Agreement and the other Loan Documents, or any action taken (or failure to act) by any Indemnified Party with respect thereto; (vi) any Borrower’s breach, or alleged breach, or violation of any representation, warranty, covenant or undertaking contained in this Agreement or the other Loan Documents, and (iiivii) any BORROWER'S Borrower’s failure, or alleged failure, to comply with any or all laws, statutes, ordinances, governmental rules, regulations or standards, whether federal, state or local, or court or administrative orders or decrees (including including, without limitation limitation, environmental laws, etc.), and all costs, expenses, fines, penalties or other damages resulting therefrom, unless, unless in each case resulting from acts or conduct of LENDER Lender constituting willful misconduct or gross negligence, as finally determined by a court of competent jurisdiction. This indemnification shall survive the termination of this Agreement and the payment in full and satisfaction of the Obligations. (c) LENDER Lender shall not be liable for, and BORROWERS Borrowers hereby agree that LENDER's Lender’s liability in the event of a breach by LENDER Lender of this Agreement or any other Loan Document shall be limited to BORROWERS' Borrowers’ direct damages suffered and shall not extend to, any consequential or incidental damages. In the event BORROWERS Borrowers bring suit against LENDER Lender in connection with the transactions contemplated hereunder, and LENDER Lender is found not to be liable, BORROWERS Borrowers shall indemnify and hold LENDER Lender harmless from all costs and expenses, including attorneys' ’ fees, incurred by LENDER Lender in connection with such suit.

Waiver and Indemnity. (a) No omission or delay by LENDER Lender in exercising any right or power under this Agreement or any related agreements and documents will impair such right or power or be construed to be a waiver of any default, or Event of Default or an acquiescence therein, and any single or partial exercise of any such right or power will not preclude other or further exercise thereof or the exercise of any other right, and as to any BORROWER Borrowers no waiver will be valid unless in writing and signed by LENDER Lender and then only to the extent specified. (b) Each BORROWER Borrower releases and shall indemnify, defend and hold harmless LENDERLender, and its respective officers, employees and agents, of and from any claims, demands, liabilities, obligations, judgments, injuries, losses, damages and costs and expenses (including, without limitation, reasonable legal fees) resulting from (i) acts or conduct of a BORROWER any Borrower or under, pursuant or related to this Agreement and the other Loan Documents, (ii) any BORROWER'S Borrower's breach, or alleged breach, or violation of any representation, warranty, covenant or undertaking contained in this Agreement or the other Loan Documents, and (iii) any BORROWER'S Borrower's failure, or alleged failure, to comply with any or all laws, statutes, ordinances, governmental rules, regulations or standards, whether federal, state or local, or court or administrative orders or decrees decrees, (including without limitation environmental laws, etc.), ) and all costs, expenses, fines, penalties or other damages resulting therefrom, unless, in each case unless resulting from acts or conduct of LENDER Lender constituting willful misconduct or gross negligence. (c) LENDER shall not be liable for, and BORROWERS hereby agree that LENDER's liability in the event of a breach by LENDER of this Agreement shall be limited to BORROWERS' direct damages suffered and shall not extend to, any consequential or incidental damages. In the event BORROWERS bring suit against LENDER in connection with the transactions contemplated hereunderlockbox agreements in respect of the Lockbox among Lender, Borrowers and LENDER is found not the Lockbox Bank referred to be liablein Section 2.7(a) hereof, BORROWERS shall indemnify Lender and Borrower have agreed to indemnify, hold LENDER harmless from all costs and reimburse the Lockbox Bank for returned items, uncollected funds, fees and expenses, including attorneys' feesdamages, incurred and other costs and liabilities all as set forth therein. Borrowers jointly and severally agree to reimburse Lender promptly upon demand for any and all payments made in good faith by LENDER or on behalf of Lender to or for the benefit of the Lockbox Bank pursuant to or in connection with such suitlockbox agreement or any lockbox agreement hereafter entered into. (d) Borrowers' obligations under this Section 9.3 shall constitute Obligations hereunder and shall be secured by the Collateral. Borrowers' obligations under this Section 9.3 shall survive the termination of this Agreement and the repayment of all other Obligations.

Waiver and Indemnity. (a) No omission or delay by LENDER in exercising any right or power under this Agreement or any related agreements and documents will impair such right or power or be construed to be a waiver of any default, or Event of Default or an acquiescence therein, and any single or partial exercise of any such right or power will not preclude other or further exercise thereof or the exercise of any other right, and as to any BORROWER no waiver will be valid unless in writing and signed by LENDER and then only to the extent specified. (b) Each BORROWER Purchaser hereby releases and shall indemnify, defend and hold keep harmless LENDERSeller and any assignee thereof, and its their respective directors, officers, agents and employees (each, an “Indemnitee”), from and agentsagainst any and all Claims (as defined below) (other than such as may directly result from the actual, but not imputed, gross negligence or willful misconduct of such Indemnitee), by paying, on a net after-tax basis, or otherwise discharging same, when and as such Claims shall become due. Purchaser agrees that the indemnity provided pursuant to this Section includes the agreement by Purchaser to indemnify each Indemnitee from the consequences of its own simple negligence, whether that negligence is the sole or concurring cause of the Claims, and to further indemnify each such Indemnitee with respect to Claims for which such Indemnitee is strictly liable. Seller shall give Purchaser prompt notice of any Claim hereby indemnified and Purchaser shall be entitled to control the defense of and/or to settle any Claim, in each case, so long as (a) no Event of Default (as defined in Section 9) has occurred and is then continuing, (b) Purchaser confirms, in writing, its unconditional and irrevocable commitment to indemnify each Indemnitee with respect to such Claim, (c) Purchaser is financially capable of satisfying its obligations under this Section, and (d) Seller approves the defense counsel selected by Purchaser. “Claims” shall mean all claims, demandsallegations, liabilitiesxxxxx, judgments, settlements, suits, actions, debts, obligations, judgmentsdamages (whether incidental, injuriesconsequential or direct), demands (for compensation, indemnification, reimbursement or otherwise), losses, damages penalties, fines, liabilities (including strict liability), and charges that Seller has incurred or for which it is responsible, in the nature of interest, liens, and costs (including attorneys’ fees and disbursements and any other legal or non-legal expenses (includingof investigation or defense of any Claim, without limitationwhether or not such Claim is ultimately defeated or enforcing the rights, reasonable legal fees) resulting from remedies or indemnities provided for hereunder, or otherwise available at law or equity to Seller), of whatever kind or nature, contingent or otherwise, matured or unmatured, foreseeable or unforeseeable, by or against any person, arising on account of (i) acts this Contract, including the performance, breach (including any Event of Default) or conduct enforcement of a BORROWER underany of the terms thereof, pursuant or related to this Agreement and the other Loan Documents, (ii) any BORROWER'S breachUnit, or alleged breachany part or other contents thereof, any substance at any time contained therein or emitted therefrom, including any hazardous substances, or violation of the premises at which any representationUnit may be located from time to time, warranty, covenant or undertaking contained in this Agreement or the other Loan Documents, and (iii) the ordering, acquisition, delivery, installation or rejection of any BORROWER'S failureUnit, the possession or any property to which it may be attached from time to time, maintenance, use, condition, ownership or operation of any Unit, and by whomsoever owned, used, possessed or operated, during the term hereof, the existence of latent and other defects (whether or not discoverable by Seller or Purchaser) any Claim in tort for negligence or strict liability, and any Claim for patent, trademark or copyright infringement, or alleged failurethe loss, to comply with damage, destruction, theft, removal, return, surrender, sale or other disposition of any or all laws, statutes, ordinances, governmental rules, regulations or standards, whether federal, state or localUnit, or court any item thereof, including, Claims involving or administrative orders alleging environmental damage, or decrees (including without limitation environmental lawsany criminal or terrorist act, etc.)or for any other reason whatsoever. If any Claim is made against Purchaser or an Indemnitee, and all coststhe party receiving notice of such Claim shall promptly notify the other, expenses, fines, penalties or but the failure of the party receiving notice to so notify the other damages resulting therefrom, unless, in each case resulting from acts or conduct of LENDER constituting willful misconduct or gross negligence. (c) LENDER shall not be liable forrelieve Purchaser of any obligation hereunder. Further, and BORROWERS hereby agree that LENDER's liability in the event of a breach by LENDER of this Agreement shall be limited to BORROWERS' direct damages suffered and shall not extend to, any consequential or incidental damages. In the event BORROWERS bring suit against LENDER in connection with the transactions contemplated hereunder, and LENDER is found not Purchaser agrees to be liable, BORROWERS shall indemnify and hold LENDER harmless from responsible for all costs and expenses, including reasonable attorneys' ’ fees, incurred by LENDER Seller or its directors, officers, employees, agents and assigns in connection with defending such suitclaims or in enforcing this provision. Under no condition or cause of action shall Seller be liable for any loss of actual or anticipated business or profits or any special, indirect or consequential damages.

Waiver and Indemnity. (a) No omission or delay by LENDER Lender in exercising any right or power under this Agreement or any related agreements and documents will impair such right or power or be construed to be a waiver of any default, Default or Event of Default or an acquiescence therein, and any single or partial exercise of any such right or power will not preclude other or further exercise thereof or the exercise of any other right, and as to any BORROWER Borrower no waiver will be valid unless in writing and signed by LENDER Lender and then only to the extent specified. (b) Each BORROWER Borrower releases and shall indemnify, defend and hold harmless LENDERLender, and its respective officers, employees directors, employees, attorneys and agentsagents (each, an “Indemnified Party”), of and from any claims, demands, liabilities, obligations, judgments, injuries, losses, damages and costs and expenses (including, without limitation, including Expenses and reasonable legal fees) of any kind or nature, which at any time may be imposed on, incurred by, or asserted against any Indemnified Party (including any such assertion by or on behalf of Borrower), resulting from (i) acts or conduct of a BORROWER Borrower under, pursuant or related to this Agreement and the other Loan Documents, (ii) as a result of Lender’s exercise of (or failure to exercise) any BORROWER'S of Lender’s rights and remedies hereunder, including (A) any sale or transfer of the Collateral, (B) the preservation, repair, maintenance, preparation for sale or securing of any Collateral, and (C) the defense of Lender’s interests in the Collateral (including the defense of claims brought by Borrower as a debtor-in-possession or otherwise, any secured or unsecured creditors of Borrower, or any trustee or receiver in bankruptcy); (iii) as a result of any environmental pollution, hazardous material or environmental clean-up and Borrower’s off-site disposal practices; (iv) in connection with any regulatory investigation or proceeding by any regulatory authority or agency having jurisdiction over Borrower; (v) otherwise relating to or arising out of the transactions contemplated by this Agreement and the other Loan Documents, or any action taken (or failure to act) by any Indemnified Party with respect thereto; (vi) Borrower’s breach, or alleged breach, or violation of any representation, warranty, covenant or undertaking contained in this Agreement or the other Loan Documents, and (iiivii) any BORROWER'S Borrower’s failure, or alleged failure, to comply with any or all laws, statutes, ordinances, governmental rules, regulations or standards, whether federal, state or local, or court or administrative orders or decrees (including without limitation environmental laws, etc.), and all costs, expenses, fines, penalties or other damages resulting therefrom, unless, in each case unless resulting from acts or conduct of LENDER Lender constituting willful misconduct or gross negligence, as finally determined by a court of competent jurisdiction. The provisions of this Section 9.03(b) shall survive the termination of this Agreement and the payment in full and satisfaction of the Obligations. (c) LENDER Lender shall not be liable for, and BORROWERS Borrower hereby agree agrees that LENDER's Lender’s liability in the event of a breach by LENDER Lender of this Agreement shall be limited to BORROWERS' Borrower’s direct damages suffered and shall not extend to, any consequential or incidental damages. In the event BORROWERS bring Borrower brings suit against LENDER Lender in connection with the transactions contemplated hereunder, and LENDER Lender is found not to be liable, BORROWERS Borrower shall indemnify and hold LENDER Lender harmless from all costs and expenses, including attorneys' ’ fees, incurred by LENDER Lender in connection with such suit.

Waiver and Indemnity. (a) No omission or delay by LENDER Lender in exercising any right or power under this Agreement or any related agreements and documents will impair such right or power or be construed to be a waiver of any default, or Event of Default or an acquiescence therein, and any single or partial exercise of any such right or power will not preclude other or further exercise thereof or the exercise of any other right, and as to any BORROWER Borrowers no waiver will be valid unless in writing and signed by LENDER Lender and then only to the extent specified. (b) Each BORROWER releases Borrowers release and shall indemnify, defend and hold harmless LENDERLender, and its respective officers, employees and agents, of and from any claims, demands, liabilities, obligations, judgments, injuries, losses, damages and costs and expenses (including, without limitation, reasonable legal fees) resulting from (i) acts or conduct of a BORROWER Borrowers under, pursuant or related to this Agreement and the other Loan Documents, (ii) any BORROWER'S Borrowers’ breach, or alleged breach, or violation of any representation, warranty, covenant or undertaking contained in this Agreement or the other Loan Documents, Documents and (iii) any BORROWER'S Borrowers’ failure, or alleged failure, to comply with any or all laws, statutes, ordinances, governmental rules, regulations or standards, whether federal, state or local, or court or administrative orders or decrees (including without limitation environmental laws, etc.), and all costs, expenses, fines, penalties or other damages resulting therefrom, unless, in each case resulting from acts or conduct of LENDER Lender constituting willful misconduct or gross negligence. (c) LENDER Lender shall not be liable for, and BORROWERS Borrowers hereby agree that LENDER's Lender’s liability in the event of a breach by LENDER Lender of this Agreement shall be limited to BORROWERS' Borrowers’ direct damages suffered and shall not extend to, any consequential or incidental damages. In the event BORROWERS Borrower bring suit against LENDER Lender in connection with the transactions contemplated hereunder, and LENDER Lender is found not to be liable, BORROWERS Borrowers shall indemnify and hold LENDER Lender harmless from all costs and expenses, including attorneys' ’ fees, incurred by LENDER Lender in connection with such suit.

Waiver and Indemnity. (a) No omission or delay by LENDER Lender in exercising any right or power under this Agreement or any related agreements and documents will impair such right or power or be construed to be a waiver of any default, or Event of Default or an acquiescence therein, and any single or partial exercise of any such right or power will not preclude other or further exercise thereof or the exercise of any other right, and as to any BORROWER Borrower no waiver will be valid unless in writing and signed by LENDER Lender and then only to the extent specified. (b) Each BORROWER Borrower releases and shall indemnify, defend and hold harmless LENDERLender, and its respective officers, employees directors, employees, attorneys and agentsagents (each, an “Indemnified Party”), of and from any claims, demands, liabilities, obligations, judgments, injuries, losses, damages and costs and expenses (including, without limitation, Expenses and reasonable legal fees) of any kind or nature, which at any time may be imposed on, incurred by, or asserted against any Indemnified Party, resulting from (i) acts or conduct of a BORROWER Borrower under, pursuant or related to this Agreement and the other Loan Documents, (ii) as a result of Lender’s exercise of (or failure to exercise) any BORROWER'S of Lender’s rights and remedies hereunder, including (A) any sale or transfer of the Collateral, (B) the preservation, repair, maintenance, preparation for sale or securing of any Collateral, and (C) the defense of Lender’s interests in the Collateral (including the defense of claims brought by the Borrowers (or any of them) as a debtor-in-possession or otherwise, any secured or unsecured creditors of the Borrowers (or any of them), or any trustee or receiver in bankruptcy); (ii) as a result of any environmental pollution, hazardous material or environmental clean-up and the Borrowers’ off-site disposal practices; (iii) in connection with any regulatory investigation or proceeding by any regulatory authority or agency having jurisdiction over the Borrowers (or any of them); (iv) otherwise relating to or arising out of the transactions contemplated by this Agreement and the other Loan Documents, or any action taken (or failure to act) by any Indemnified Party with respect thereto; (v) any Borrower’s breach, or alleged breach, or violation of any representation, warranty, covenant or undertaking contained in this Agreement or the other Loan Documents, and (iiivi) any BORROWER'S Borrower’s failure, or alleged failure, to comply with any or all laws, statutes, ordinances, governmental rules, regulations or standards, whether federal, state or local, or court or administrative orders or decrees (including including, without limitation limitation, environmental laws, etc.), and all costs, expenses, fines, penalties or other damages resulting therefrom, unless, in each case unless resulting from acts or conduct of LENDER Lender constituting willful misconduct or gross negligence, as finally determined by a court of competent jurisdiction. This indemnification shall survive the termination of this Agreement and the payment in full and satisfaction of the Obligations. (c) LENDER Lender shall not be liable for, and BORROWERS Borrowers hereby agree that LENDER's Lender’s liability in the event of a breach by LENDER Lender of this Agreement shall be limited to BORROWERS' Borrowers’ direct damages suffered and shall not extend to, any consequential or incidental damages. In the event BORROWERS Borrowers bring suit against LENDER Lender in connection with the transactions contemplated hereunder, and LENDER Lender is found not to be liable, BORROWERS Borrowers shall indemnify and hold LENDER Lender harmless from all costs and expenses, including attorneys' ’ fees, incurred by LENDER Lender in connection with such suit.

Waiver and Indemnity. (a) No omission or delay by LENDER Lender in exercising any right tight or power under this Agreement or any related agreements and documents will impair such right or power or be construed to be a waiver of any default, or Event of Default or an acquiescence therein, and any single or partial exercise of any such right or power will not preclude other or further exercise thereof or the exercise of any other righttight, and as to any BORROWER Borrower no waiver will be valid unless in writing and signed by LENDER Lender and then only to the extent specified. (b) Each BORROWER Borrower releases and shall indemnify, defend and hold harmless LENDERLender, and its respective officers, employees and agents, of and from any claims, demands, liabilities, obligations, judgments, injuries, losses, damages and costs and expenses (including, without limitation, reasonable legal fees) resulting from (i) acts or conduct of a BORROWER Borrower under, pursuant or related to this Agreement and the other Loan Documents, (ii) any BORROWER'S Borrower’s breach, or alleged breach, or violation of any representation, warranty, covenant or undertaking contained in this Agreement or the other Loan Documents, and (iii) any BORROWER'S Borrower’s failure, or alleged failure, to comply with any or all laws, statutes, ordinances, governmental rules, regulations or standards, whether federal, state or local, or court or administrative orders or decrees (including without limitation environmental laws, etc.), and all all, costs, expenses, fines, penalties or other damages resulting therefrom, unless, in each case unless resulting from acts or conduct of LENDER Lender constituting willful misconduct or gross negligence. (c) LENDER Lender shall not be liable for, and BORROWERS Borrowers hereby agree that LENDER's Lender’s liability in the event of a breach by LENDER Lender of this Agreement shall be limited to BORROWERS' Borrowers’ direct damages suffered and shall not extend to, any consequential or incidental damages. In the event BORROWERS Borrowers bring suit against LENDER Lender in connection with the transactions contemplated hereunder, and LENDER Lender is found not to be liable, BORROWERS Borrowers shall indemnify and hold LENDER Lender harmless from all costs and expenses, including attorneys' ’ fees, incurred by LENDER Lender in connection with such suit.

Waiver and Indemnity. (a) No omission or delay by LENDER Lender in exercising any right or power under this Agreement or any related agreements and documents will impair such right or power or be construed to be a waiver of any default, or Event of Default or an acquiescence therein, and any single or partial exercise of any such right or power will not preclude other or further exercise thereof or the exercise of any other right, and as to any BORROWER Borrower no waiver will be valid unless in writing and signed by LENDER Lender and then only to the extent specified. (b) Each BORROWER Borrower releases and shall indemnify, defend and hold harmless LENDERLender, and its respective officers, employees and agents, of and from any claims, demands, liabilities, obligations, judgments, injuries, losses, damages and costs and expenses (including, without limitation, reasonable legal fees) resulting from (i) acts or conduct of a BORROWER Borrower under, pursuant or related to this Agreement and the other Loan Documents, (ii) any BORROWER'S Borrower’s breach, or alleged breach, or violation of any representation, warranty, covenant or undertaking contained in this Agreement or the other Loan Documents, and (iii) any BORROWER'S Borrower’s failure, or alleged failure, to comply with any or all laws, statutes, ordinances, governmental rules, regulations or standards, whether federal, state or local, or court or administrative orders or decrees (including without limitation environmental laws, etc.), and all costs, expenses, fines, penalties or other damages resulting therefrom, unless, in each case unless resulting from acts or conduct of LENDER Lender constituting willful misconduct or gross negligence. (c) LENDER Lender shall not be liable for, and BORROWERS Borrowers hereby agree that LENDER's Lender’s liability in the event of a breach by LENDER Lender of this Agreement shall be limited to BORROWERS' Borrowers’ direct damages suffered and shall not extend to, any consequential or incidental damages. In the event BORROWERS Borrowers bring suit against LENDER Lender in connection with the transactions contemplated hereunder, and LENDER Lender is found not to be liable, BORROWERS Borrowers shall indemnify and hold LENDER Lender harmless from all costs and expenses, including reasonable attorneys' ’ fees, incurred by LENDER Lender in connection with such suit.

Waiver and Indemnity. (a) No omission Lessor will have no responsibility or delay by LENDER in exercising liability to Lessee, and Lessee hereby waives any right or power under this Agreement or and all claims against Lessor, with respect to any related agreements and documents will impair such right or power or be construed to be a waiver of the following, regardless of any defaultnegligence of Lessor, or Event of Default or an acquiescence therein, and any single or partial exercise of any such right or power will not preclude other or further exercise thereof or the exercise of any other right, and as to any BORROWER no waiver will be valid unless in writing and signed by LENDER and then only to the extent specified. (b) Each BORROWER releases and shall indemnify, defend and hold harmless LENDER, and its respective officers, employees and agents, of and from any claims, demands, liabilities, obligations, judgments, injuries, losses, damages and costs and expenses (including, without limitation, reasonable legal fees) resulting from (i) acts any liability, loss or conduct of a BORROWER underdamage caused directly or indirectly by any Equipment, pursuant any inadequacy thereof, any deficiency or related to this Agreement and the defect (latent or otherwise) therein, or any other Loan Documentscircumstance in connection therewith, (ii) any BORROWER'S breachthe use, operation or alleged breach, or violation performance of any representationEquipment or any risks relating thereto, warranty, covenant or undertaking contained in this Agreement or the other Loan Documents, and (iii) any BORROWER'S failureinterruption of service, loss of business or anticipated profits or consequential damages or (iv) the delivery, operation, servicing, maintenance, repair, improvement or replacement of any Equipment. b) Lessee will indemnify and defend Lessor against, and hold Lessor harmless from, any and all claims, losses, actions, damages, expenses (including reasonable attorney's fees), obligations, liabilities and Liens (collectively, "Claims"), whether foreseeable or unforeseeable, (i) arising out of the purchase, acceptance, rejection, ownership, lease, possession, operation, condition, return or use of any Equipment, regardless of the reason therefor and including without limitation any Claims arising under the doctrine of "strict liability" or by operation of law or as the result of the violation or alleged violation or application of any Environmental Laws, or alleged failureother Legal Requirements and (ii) arising out of or in connection with this Lease and all Schedules hereto and all Vendor Agreements (excluding only Lessor's obligation to pay the Vendor/Manufacturer the purchase price for Equipment (up to the amount specified in the applicable Schedule) upon acceptance of such Equipment by Lessee as provided for in this Lease). Lessee agrees that upon written notice by Lessor of the assertion, filing or incurrence of any Claims, Lessee will assume full responsibility for the defense thereof with counsel satisfactory to comply with Lessor. Lessee agrees to inform Lessor within five (5) business days of receipt of notice or Lessee's otherwise becoming aware of any Claim. c) Lessee will also indemnify and defend Lessor against and hold Lessor harmless from, any and all Claims, including without limitation, any lost income tax deductions, credits or all lawsother benefits, statutesarising out of any act or omission (even if otherwise allowed under the provisions of this Lease) or breach of any representation or warranty hereunder by Lessee or any of its successors, ordinancesassigns, governmental rulessublessees or licensees, regulations which act or standards, whether omission or breach could result in either (i) the lease hereof of any item of Equipment being characterized as something other than a lease for federal, state or locallocal income tax purposes or (ii) Lessor (or its successors or assigns) not being treated as the owner of any item of Equipment for federal, state or court or administrative orders or decrees (including without limitation environmental laws, etclocal income tax purposes.), and all costs, expenses, fines, penalties or other damages resulting therefrom, unless, in each case resulting from acts or conduct of LENDER constituting willful misconduct or gross negligence. (c) LENDER shall not be liable for, and BORROWERS hereby agree that LENDER's liability in the event of a breach by LENDER of this Agreement shall be limited to BORROWERS' direct damages suffered and shall not extend to, any consequential or incidental damages. In the event BORROWERS bring suit against LENDER in connection with the transactions contemplated hereunder, and LENDER is found not to be liable, BORROWERS shall indemnify and hold LENDER harmless from all costs and expenses, including attorneys' fees, incurred by LENDER in connection with such suit.

Waiver and Indemnity. (a) No omission or delay by LENDER Lender in exercising any right or power under this Agreement or any related agreements and documents will impair such right or power or be construed to be a waiver of any default, or Event of Default or an acquiescence therein, and any single or partial exercise of any such right or power will not preclude other or further exercise thereof or the exercise of any other right, and as to any BORROWER Borrowers no waiver will be valid unless in writing and signed by LENDER Lender and then only to the extent specified. (b) Each BORROWER releases Borrowers release and shall indemnify, defend and hold harmless LENDERLender, and its respective officers, directors, employees and agents, of and from any claims, demands, liabilities, obligations, judgments, injuries, losses, damages and costs and expenses (including, without limitation, reasonable legal fees) resulting from (i) acts or conduct of a BORROWER Borrowers under, pursuant or related to this Agreement and the other Loan Documents, (ii) any BORROWER'S Borrowers' breach, or alleged breach, or violation of any representation, warranty, covenant or undertaking contained in this Agreement or the other Loan Documents, and (iii) any BORROWER'S Borrowers' failure, or alleged failure, to comply with any or all laws, statutes, ordinances, governmental rules, regulations or standards, whether federal, state or local, or court or administrative orders or decrees (including without limitation environmental laws, etc.), and all costs, expenses, fines, penalties or other damages resulting therefrom, unless, in each case unless resulting from acts or conduct of LENDER Lender constituting willful misconduct or gross negligence. (c) LENDER Lender shall not be liable for, and BORROWERS Borrowers hereby agree that LENDERLender's liability in the event of a breach by LENDER Lender of this Agreement shall be limited to BORROWERSBorrowers' direct damages suffered and shall not extend to, any consequential or incidental damages. In the event BORROWERS Borrowers bring suit against LENDER Lender in connection with the transactions contemplated hereunder, and LENDER Lender is found not to be liable, BORROWERS Borrowers shall indemnify and hold LENDER Lender harmless from all costs and expenses, including attorneys' fees, incurred by LENDER Lender in connection with such suit.

Waiver and Indemnity. Landlord and Landlord's divisions, subsidiaries, partners and affiliated companies (aincluding but not limited to Xxxxxx Xxxxxxxx Growers), and its and their respective employees, officers, directors and shareholders, and its and their respective successors and assigns (collectively, the "INDEMNITEES") No omission shall not be liable for any loss, damage or delay by LENDER in exercising injury of any right kind or power under this Agreement character to any person or property arising from any use of the leased premises, or any related agreements and documents will impair such right part thereof under the Original Lease or power or be construed to be a waiver of any defaultthis Lease, or Event of Default caused by any defect in any building, structure or an acquiescence other improvement thereon or in any equipment or other facility therein, or caused by or arising from any act or omission of Xxxxx or any of Xxxxx' Representatives, or by or from any accident on said land or any fire or other casualty thereon, or occasioned by the failure Xxxxx or any of Xxxxx' Representatives to maintain the leased premises and all improvements thereon and facilities and appurtenances thereto in safe condition, or arising from any single or partial exercise other cause whatsoever (collectively, the "DAMAGES"); and Tenant, as a material part of the consideration of this Lease, hereby waives on its behalf all claims and demands against Landlord and the other Indemnitees for any such right or power will not preclude other or further exercise thereof or the exercise loss Damages of any other rightTenant, and as hereby agrees to any BORROWER no waiver will be valid unless in writing and signed by LENDER and then only to the extent specified. (b) Each BORROWER releases and shall indemnify, defend and hold harmless LENDER, and its respective officers, employees and agents, of and from any claims, demands, liabilities, obligations, judgments, injuries, losses, damages and costs and expenses (including, without limitation, reasonable legal fees) resulting from (i) acts or conduct of a BORROWER under, pursuant or related to this Agreement Landlord and the other Loan Documents, (ii) any BORROWER'S breach, or alleged breach, or violation of any representation, warranty, covenant or undertaking contained in this Agreement or the other Loan Documents, Indemnitees entirely free and (iii) any BORROWER'S failure, or alleged failure, to comply with any or all laws, statutes, ordinances, governmental rules, regulations or standards, whether federal, state or local, or court or administrative orders or decrees (including without limitation environmental laws, etc.), and all costs, expenses, fines, penalties or other damages resulting therefrom, unless, in each case resulting from acts or conduct of LENDER constituting willful misconduct or gross negligence. (c) LENDER shall not be liable for, and BORROWERS hereby agree that LENDER's liability in the event of a breach by LENDER of this Agreement shall be limited to BORROWERS' direct damages suffered and shall not extend to, any consequential or incidental damages. In the event BORROWERS bring suit against LENDER in connection with the transactions contemplated hereunder, and LENDER is found not to be liable, BORROWERS shall indemnify and hold LENDER harmless from all costs and expensesagainst any loss, liability, damage, cost or expense (including attorneys' fees) or claim arising from any such Damages, whether incurred by LENDER Tenant, Landlord, the other Indemnitees or any other person. With respect to design, construction methods, materials, locations and other matters for which Landlord has given or will give its approval, recommendation or other direction, the foregoing waiver, indemnity and agreement to defend and hold harmless shall apply irrespective of Landlord's approval, recommendation or other direction. Notwithstanding anything to the contrary above, nothing contained in connection with this Section shall operate to relieve any Indemnitee from any Damages ultimately established by a court of competent jurisdiction to have been caused solely by the active negligence or willful misconduct of such suitIndemnitee. It shall not be considered negligence or willful misconduct by any Indemnitee to have failed to install or provide flood control or similar type improvements to protect the leased premises (Tenant agrees that the foregoing is solely Tenant's responsibility). Tenant's covenants in this Section arising from or related to acts or occurrences during the term of this Lease or the Original Lease shall be binding on Tenant until the last to occur of such date as action against the Indemnitees is absolutely barred by an applicable statute of limitations or such date as all claims and actions for which indemnification may be claimed are fully and finally resolved and, if applicable, all compromises thereof and judgments and awards thereon are paid in full and the Indemnitees, and each of them, are reimbursed for all amounts paid by them in the compromises thereof and upon the judgments and awards thereon and in defense of such actions and claims, including actual attorneys' fees. If any action or proceeding shall be brought against an Indemnitee alleging any facts or circumstances for which Tenant is to provide indemnification and/or defense, Tenant, upon notice from the Indemnitee, shall defend the same at Tenant's expense by counsel approved in writing by such Indemnitee. Payment shall not be a condition precedent to recovery under any indemnification in this Lease, and a finding of liability or an obligation to indemnify shall not be a condition precedent to the duty to defend. TENANT ACKNOWLEDGES THAT IT HAS BEEN ADVISED BY ITS LEGAL COUNSEL AND IS FAMILIAR WITH THE PROVISIONS OF CALIFORNIA CIVIL CODE SECTION 1542, WHICH PROVIDES AS FOLLOWS: "A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR." TENANT BEING AWARE OF SAID CODE SECTION, HEREBY EXPRESSLY WAIVES ANY RIGHT IT MAY HAVE THEREUNDER, AS WELL AS UNDER ANY OTHER STATUTE OR COMMON LAW PRINCIPLE OF SIMILAR EFFECT.

Waiver and Indemnity. (a) No omission or delay by LENDER Lender in exercising any right or power under this Agreement or any related agreements and documents will impair such right or power or be construed to be a waiver of any default, or Event of Default or an acquiescence therein, and any single or partial exercise of any such right or power will not preclude other or further exercise thereof or the exercise of any other right, and as to any BORROWER Borrower no waiver will be valid unless in writing and signed by LENDER Lender and then only to the extent specified. (b) Each BORROWER Borrower releases and shall indemnify, defend and hold harmless LENDERLender, and its respective officers, employees directors, employees, attorneys and agentsagents (each, an “Indemnified Party”), of and from any claims, demands, liabilities, obligations, judgments, injuries, losses, damages and costs and expenses (including, without limitation, including Expenses and reasonable legal fees) of any kind or nature, which at any time may be imposed on, incurred by, or asserted against any Indemnified Party, resulting from (i) acts or conduct of a BORROWER Borrower under, pursuant or related to this Agreement and the other Loan Documents, ; (ii) as a result of Lender’s exercise of (or failure to exercise) any BORROWER'S of Lender’s rights and remedies hereunder or under the other Loan Documents, including (A) any sale or transfer of the Collateral, (B) the preservation, repair, maintenance, preparation for sale or securing of any Collateral, and (C) the defense of Lender’s interests in the Collateral (including the defense of claims brought by the Borrowers (or any of them) as a debtor-in-possession or otherwise, any secured or unsecured creditors of the Borrowers (or any of them), or any trustee or receiver in bankruptcy), and (D) rights, remedies or obligations under the Business Associate Agreement; (iii) as a result of any environmental pollution, hazardous material or environmental clean-up and the Borrowers’ off-site disposal practices; (iv) in connection with any regulatory investigation or proceeding by any regulatory authority or agency having jurisdiction over the Borrowers (or any of them); (v) otherwise relating to or arising out of the transactions contemplated by this Agreement and the other Loan Documents, or any action taken (or failure to act) by any Indemnified Party with respect thereto; (vi) any Borrower’s breach, or alleged breach, or violation of any representation, warranty, covenant or undertaking contained in this Agreement or the other Loan Documents, and (iiivii) any BORROWER'S Borrower’s failure, or alleged failure, to comply with any or all laws, statutes, ordinances, governmental rules, regulations or standards, whether federal, state or local, or court or administrative orders or decrees (including without limitation environmental laws, etc.), and all costs, expenses, fines, penalties or other damages resulting therefrom, unless, in each case unless resulting from acts or conduct of LENDER Lender constituting willful misconduct or gross negligence, as finally determined by a court of competent jurisdiction. This indemnification shall survive the termination of this Agreement and the payment in full and satisfaction of the Obligations. (c) LENDER Lender shall not be liable for, and BORROWERS Borrowers hereby agree that LENDER's Lender’s liability in the event of a breach by LENDER Lender of this Agreement or any other Loan Document shall be limited to BORROWERS' Borrowers’ direct damages suffered and shall not extend to, any consequential or incidental damages. In the event BORROWERS Borrowers bring suit against LENDER Lender in connection with the transactions contemplated hereunder, and LENDER Lender is found not to be liable, BORROWERS Borrowers shall indemnify and hold LENDER Lender harmless from all costs and expenses, including attorneys' ’ fees, incurred by LENDER Lender in connection with such suit.

Waiver and Indemnity. (a) No omission or delay by LENDER Lender in exercising any right or power under this Agreement or any related agreements and documents will impair such right or power or be construed to be a waiver of any default, or Event of Default or an acquiescence therein, and any single or partial exercise of any such right or power will not preclude other or further exercise thereof or the exercise of any other right, and as to any BORROWER Borrower no waiver will be valid unless in writing and signed by LENDER Lender and then only to the extent specified. (b) Each BORROWER Borrower releases and shall indemnify, defend and hold harmless LENDERLender, and its respective officers, employees and agents, of and from any claims, demands, liabilities, obligations, judgments, injuries, losses, damages and costs and expenses (including, without limitation, reasonable legal fees) resulting from (i) acts or conduct of a BORROWER Borrower under, pursuant or related to this Agreement and the other Loan Documents, (ii) any BORROWER'S Borrower's breach, or alleged breach, or violation of any representation, warranty, covenant or undertaking contained in this Agreement or the other Loan Documents, and (iii) any BORROWER'S Borrower's failure, or alleged failure, to comply with any or all laws, statutes, ordinances, governmental rules, regulations or standards, whether federal, state or local, or court or administrative orders or decrees (including without limitation environmental laws, etc.), and all costs, expenses, fines, penalties or other damages resulting therefrom, unless, in each case unless resulting from acts or conduct of LENDER Lender constituting willful misconduct or gross negligence. (c) LENDER Lender shall not be liable for, and BORROWERS Borrowers hereby agree that LENDERLender's liability in the event of a breach by LENDER Lender of this Agreement shall be limited to BORROWERSBorrowers' direct damages suffered and shall not extend to, any consequential or incidental damages. In the event BORROWERS Borrowers bring suit against LENDER Lender in connection with the transactions contemplated hereunder, and LENDER Lender is found not to be liable, BORROWERS Borrowers shall indemnify and hold LENDER Lender harmless from all costs and expenses, including attorneys' fees, incurred by LENDER Lender in connection with such suit.

Waiver and Indemnity. (a) No omission or delay by LENDER Lender in exercising any right or power under this Agreement or any related agreements and documents will impair such right or power or be construed to be a waiver of any default, Default or Event of Default or an acquiescence therein, and any single or partial exercise of any such right or power will not preclude other or further exercise thereof or the exercise of any other right, and as to any BORROWER Borrower no waiver will be valid unless in writing and signed by LENDER Xxxxxx and then only to the extent specified. (b) Each BORROWER Borrower releases and shall indemnify, defend and hold harmless LENDERLender, and its respective officers, employees directors, employees, attorneys and agentsagents (each, an “Indemnified Party”), of and from any claims, demands, liabilities, obligations, judgments, injuries, losses, damages and costs and expenses (including, without limitation, including Expenses and reasonable legal fees) of any kind or nature, which at any time may be imposed on, incurred by, or asserted against any Indemnified Party (including any such assertion by or on behalf of Borrower), resulting from (i) acts or conduct of a BORROWER Borrower under, pursuant or related to this Agreement and the other Loan Documents, (ii) as a result of Lender’s exercise of (or failure to exercise) any BORROWER'S of Lender’s rights and remedies hereunder, including (A) any sale or transfer of the Collateral, (B) the preservation, repair, maintenance, preparation for sale or securing of any Collateral, and (C) the defense of Lender’s interests in the Collateral (including the defense of claims brought by Borrower as a debtor-in-possession or otherwise, any secured or unsecured creditors of Borrower, or any trustee or receiver in bankruptcy); (iii) as a result of any environmental pollution, hazardous material or environmental clean-up and Borrower’s off-site disposal practices; (iv) in connection with any regulatory investigation or proceeding by any regulatory authority or agency having jurisdiction over Borrower; (v) otherwise relating to or arising out of the transactions contemplated by this Agreement and the other Loan Documents, or any action taken (or failure to act) by any Indemnified Party with respect thereto (including any amounts paid or payable by Lender (x) to any prior lender of Borrower pursuant to any indemnity or reimbursement obligation in any payoff letter or otherwise, (y) to any depository institution of Borrower pursuant to any indemnity or reimbursement obligation in any Deposit Account Control Agreement, Depository Agreement, or other agreement with such depository institution and (z) to any other third party in connection with any indemnity or reimbursement obligation in any Collateral Access Agreement or other agreement between Lender and such third party); (vi) Borrower’s breach, or alleged breach, or violation of any representation, warranty, covenant or undertaking contained in this Agreement or the other Loan Documents, and (iiivii) any BORROWER'S Borrower’s failure, or alleged failure, to comply with any or all laws, statutes, ordinances, governmental rules, regulations or standards, whether federal, state or local, or court or administrative orders or decrees (including without limitation environmental laws, etc.), and all costs, expenses, fines, penalties or other damages resulting therefrom, unless, in each case unless resulting from acts or conduct of LENDER Lender constituting willful misconduct or gross negligence, as finally determined by a court of competent jurisdiction. The provisions of this Section 9.03(b) shall survive the termination of this Agreement and the payment in full and satisfaction of the Obligations. (c) LENDER Lender shall not be liable for, and BORROWERS Xxxxxxxx hereby agree agrees that LENDER's Xxxxxx’s liability in the event of a breach by LENDER Lender of this Agreement shall be limited to BORROWERS' Borrower’s direct damages suffered and shall not extend to, any consequential or incidental damages. In the event BORROWERS bring Xxxxxxxx brings suit against LENDER Xxxxxx in connection with the transactions contemplated hereunder, and LENDER Xxxxxx is found not to be liable, BORROWERS Borrower shall indemnify and hold LENDER Lender harmless from all costs and expenses, including attorneys' ’ fees, incurred by LENDER Lender in connection with such suit.

Waiver and Indemnity. (a) No omission or delay by LENDER Lender in exercising any right or power under this Agreement or any related agreements and documents will impair such right or power or be construed to be a waiver of any default, or Event of Default or an acquiescence therein, and any single or partial exercise of any such right or power will not preclude other or further exercise thereof or the exercise of any other right, and as to any BORROWER Borrower no waiver will be valid unless in writing and signed by LENDER Lender and then only to the extent specified. (b) Each BORROWER Borrower releases and shall indemnify, defend and hold harmless LENDERLender, and its respective officers, employees directors, employees, attorneys and agentsagents (each, an “Indemnified Party”), of and from any claims, demands, liabilities, obligations, judgments, injuries, losses, damages and costs and expenses (including, without limitation, expenses and reasonable legal fees) of any kind or nature, which at any time may be imposed on, incurred by, or asserted against any Indemnified Party, resulting from (i) acts or conduct of a BORROWER Borrower under, pursuant or related to this Agreement and the other Loan Documents, (ii) any BORROWER'S environmental pollution, hazardous material or environmental clean-up and the Borrower’s off-site disposal practices; (iii) any regulatory investigation or proceeding by any regulatory authority or agency having jurisdiction over the Borrower; (iv) otherwise relating to or arising out of the transactions contemplated by this Agreement and the other Loan Documents, or any action taken (or failure to act) by any Indemnified Party with respect thereto; (v) Borrower’s breach, or alleged breach, or violation of any representation, warranty, covenant or undertaking contained in this Agreement or the other Loan Documents, and (iiivi) any BORROWER'S Borrower’s failure, or alleged failure, to comply with any or all laws, statutes, ordinances, governmental rules, regulations or standards, whether federal, state or local, or court or administrative orders or decrees (including including, without limitation limitation, environmental laws, etc.), and all costs, expenses, fines, penalties or other damages resulting therefrom, unless, in each case unless resulting from acts or conduct of LENDER Lender constituting willful misconduct or gross negligence, as finally determined by a court of competent jurisdiction. This indemnification shall survive the termination of this Agreement and the payment in full and satisfaction of the Obligations. (c) LENDER Lender shall not be liable for, and BORROWERS Borrower hereby agree agrees that LENDER's Lender’s liability in the event of a breach by LENDER Lender of this Agreement shall be limited to BORROWERS' Borrower’s direct damages suffered and shall not extend to, any consequential or incidental damages. In the event BORROWERS bring Borrower brings suit against LENDER Lender in connection with the transactions contemplated hereunder, and LENDER Lender is found not to be liable, BORROWERS Borrower shall indemnify and hold LENDER Lender harmless from all costs and expenses, including attorneys' ’ fees, incurred by LENDER Lender in connection with such suit.

Waiver and Indemnity. (a) No omission or delay by LENDER Lender in exercising any right or power under this Agreement or any related agreements and documents will impair such right or power or be construed to be a waiver of any default, or Event of Default or an acquiescence therein, and any single or partial exercise of any such right or power will not preclude other or further exercise thereof or the exercise of any other right, and as to any BORROWER Borrower no waiver will be valid unless in writing and signed by LENDER Xxxxxx and then only to the extent specified. (b) Each BORROWER releases Borrower shall indemnify Lender and shall indemnifyits directors, defend officers, employees, agents and Affiliates (each such Person being called an “Indemnitee”) against, and hold each Indemnitee harmless LENDERfrom, any and its respective officersall losses, employees and agents, of and from any claims, demandsdamages, liabilities, obligations, judgments, injuries, losses, damages liabilities and costs and related expenses (includingincluding the reasonable fees, without limitationcharges and disbursements of any counsel for any Indemnitee) incurred by any Indemnitee or asserted against any Indemnitee by any third party arising out of, reasonable legal fees) resulting from in connection with or as a result of (i) acts the execution or conduct delivery of a BORROWER underthis Agreement, pursuant or related to this Agreement and the any other Loan DocumentsDocument or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto of their respective obligations hereunder or thereunder or the consummation of the transactions contemplated hereby or thereby; (ii) the Loans or the use or proposed use of the proceeds therefrom; or (iii) any BORROWER'S breachactual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory, and regardless of whether any Indemnitee is a party thereto; provided, that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of such Indemnitee. (c) To the fullest extent permitted by applicable law, Borrower shall not assert, and hereby waives, any claim against any Indemnitee, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or alleged breachas a result of, this Agreement, any other Loan Document or violation any agreement or instrument contemplated hereby, the transactions contemplated hereby or thereby, the Loans or the use of the proceeds thereof. No Indemnitee referred to in paragraph (b) above shall be liable for any damages arising from the use by unintended recipients of any representationinformation or other materials distributed by it through telecommunications, warranty, covenant electronic or undertaking contained other information transmission systems in connection with this Agreement or the other Loan Documents, and (iii) any BORROWER'S failure, Documents or alleged failure, to comply with any the transactions contemplated hereby or all laws, statutes, ordinances, governmental rules, regulations or standards, whether federal, state or local, or court or administrative orders or decrees (including without limitation environmental laws, etc.), and all costs, expenses, fines, penalties or other damages resulting therefrom, unless, in each case resulting from acts or conduct of LENDER constituting willful misconduct or gross negligencethereby. (cd) LENDER The agreements in this Section 8.3 shall not be liable forsurvive the payment, and BORROWERS hereby agree that LENDER's liability satisfaction or discharge in full of all the event of a breach by LENDER of this Agreement shall be limited to BORROWERS' direct damages suffered and shall not extend to, any consequential or incidental damages. In the event BORROWERS bring suit against LENDER in connection with the transactions contemplated hereunder, and LENDER is found not to be liable, BORROWERS shall indemnify and hold LENDER harmless from all costs and expenses, including attorneys' fees, incurred by LENDER in connection with such suitObligations.

Waiver and Indemnity. (a) No omission or delay by LENDER Administrative Agent or Lenders in exercising any right or power under this Agreement or any related agreements and documents will impair such right or power or be construed to be a waiver of any default, or Event of Default or an acquiescence therein, and any single or partial exercise of any such right or power will not preclude other or further exercise thereof or the exercise of any other right, and as to any BORROWER Borrower no waiver will be valid unless in writing and signed by LENDER Administrative Agent and then only to the extent specified. (b) Each BORROWER Borrower releases and shall indemnify, defend and hold harmless LENDERAdministrative Agent, Syndication Agent, Co-Arrangers and Lenders, and its their respective officers, employees and agents, of and from any claims, demands, liabilities, obligations, judgments, injuries, losses, damages and costs and expenses (including, without limitation, reasonable legal fees) resulting from (i) acts or conduct of a BORROWER Borrower under, pursuant or related to this Agreement and the other Loan Documents, (ii) any BORROWER'S breach, or alleged breach, Borrower's breach or violation of any representation, warranty, covenant or undertaking contained in this Agreement or the other Loan Documents, and (iii) any BORROWER'S failure, or alleged failure, Borrower's failure to comply with any or all laws, statutes, ordinances, governmental rules, regulations or standards, whether federal, state or local, or court or administrative orders or decrees decrees, (including without limitation environmental laws, etc.)) and (iv) the Qualified IPO, whether resulting from acts or omissions of the Borrower or any other Person or otherwise, and all costs, expenses, fines, penalties or other damages resulting therefrom, unless, in each case unless resulting from acts or conduct of LENDER Lenders constituting willful misconduct or gross negligence. The obligations of Borrower under this Section 10.4(b) shall survive the occurrence of any and all events whatsoever, including without limitation, payment of the Obligations or investigation by or knowledge of Lenders. (c) LENDER shall not be liable for, and BORROWERS hereby agree that LENDER's liability Notwithstanding anything to the contrary contained in the event of a breach by LENDER of this Agreement no amendment to this Section 10.4 shall be limited to BORROWERS' direct damages suffered and shall not extend to, any consequential or incidental damages. In effective without the event BORROWERS bring suit against LENDER in connection with the transactions contemplated hereunder, and LENDER is found not to be liable, BORROWERS shall indemnify and hold LENDER harmless from all costs and expenses, including attorneys' fees, incurred by LENDER in connection with such suit.prior written consent of