Common use of Release; Indemnification Clause in Contracts

Release; Indemnification. To the extent permitted under applicable laws and regulations, Borrower hereby releases Lender 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 caused by or resulting from (a) any failure of Lender to protect, enforce or collect in whole or in part any of the Loans, (b) any other act or omission to act on the part of Lender, its officers, agents or employees, except in each instance for those caused by Lender's willful misconduct 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 attorneys' fees and expenses) 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 Borrower's breach of any covenant, obligation, agreement, representation or warranty set forth in this Agreement or any other Transaction Document, or arising from or relating to any willful misconduct by Borrower, 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 solely 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 caused by or resulting from in connection with (a) any failure of Lender to protect, enforce or collect in whole or in part any of the Loans, Facility and (b) any other act or omission to act on the part of Lender, its Affiliates, officers, agents agents, directors, advisors or employees, except in each instance for those caused by Lender's willful misconduct or and 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 including, without limitation, reasonable attorneys' ’ fees and expenses) that 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 Borrower's breach Lender’s entering into or carrying out the terms of any covenant, obligation, agreement, representation or warranty set forth in this Agreement or any other Transaction Documentbeing the holder of the Subordinated Note, or arising from or relating to any willful misconduct by Borrower, except to the extent unless Borrower establishes that the loss, liability, obligations, penalty, claim, fine, demand, litigation, defense, cost, judgment, suit, proceeding, damage, disbursement or expense arose solely primarily by reason of Lender's ’s or any of Lender's ’s Affiliates' ’ willful misconduct or gross negligence.

Release; Indemnification. To the extent permitted under applicable laws and regulations, Borrower hereby releases Lender 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 caused by or resulting from from: (a) any failure of Lender to protect, enforce or collect in whole or in part any of the Loans, Subordinated Debt and (b) any other act or omission to act on the part of Lender, its officers, agents or employees, except in each instance for those caused by Lender's willful misconduct 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 (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 attorneys' ’ fees and expenses) that 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 Borrower's breach Lender’s entering into or carrying out the terms of any covenant, obligation, agreement, representation or warranty set forth in this Agreement or being the holder of any Subordinated Debenture, other Transaction Document, or arising from or relating to than any willful misconduct by Borrower, except to the extent Borrower establishes that the loss, liability, obligationsdamage, penaltysuit, claim, fineexpense, demand, litigation, defense, cost, judgment, suit, proceeding, damage, disbursement fees or expense arose costs arising solely by reason of Lender's ’s or any of Lender's ’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 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 caused by or resulting from in connection with (a) any failure of Lender to protect, enforce or collect in whole or in part any of the Loans, Facility and (b) any other act or omission to act on the part of Lender, its officers, agents or employeesAffiliates in connection with the Facility and any other transactions contemplated by the other Transaction Documents, except in each instance for those caused willful misconduct, gross negligence or a breach of the Transaction Documents by Lender's willful misconduct 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 including, without limitation, reasonable attorneys' ’ fees and expenses) that 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 Borrower's breach Lender’s entering into or carrying out the terms of any covenant, obligation, agreement, representation or warranty set forth in this Agreement or any other Transaction Documentbeing the holder of the Subordinated Note, or arising from or relating to any willful misconduct by Borrower, except to the extent unless Borrower establishes that the loss, liability, obligations, penalty, claim, fine, demand, litigation, defense, cost, judgment, suit, proceeding, damage, disbursement or expense arose solely primarily by reason of Lender's ’s or any of Lender's ’s Affiliates' ’ willful misconduct or gross negligence.

Release; Indemnification. To the extent permitted under applicable laws and regulations, Borrower hereby releases Lender 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 caused by or resulting from (a) any failure of Lender to protect, enforce or collect in whole or in part any of the LoansLoan, (b) any other act or omission to act on the part of Lender, its officers, agents or employees, except in each instance for those caused by Lender's ’s willful misconduct 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 attorneys' ’ fees and expenses) 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 Borrower's ’s breach of any covenant, obligation, agreement, representation or warranty set forth in this Agreement or any other Transaction Document, or arising from or relating to any willful misconduct by Borrower, 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 solely by reason of Lender's ’s or any of Lender's ’s Affiliates' ’ willful misconduct or gross negligence.

Release; Indemnification. To the extent permitted under applicable laws and regulations, Borrower hereby releases Lender 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 caused by or resulting from (a) any failure of Lender to protect, enforce or collect in whole or in part any of the LoansLoan, (b) any other act or omission to act on the part of Lender, its officers, agents or employees, except in each instance for those caused by Lender's willful misconduct 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 attorneys' fees and expenses) 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 Borrower's breach of any covenant, obligation, agreement, representation or warranty set forth in this Agreement or any other Transaction Document, or arising from or relating to any willful misconduct by Borrower, 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 solely by reason of Lender's or any of Lender's Affiliates' willful misconduct or gross negligence.

Release; Indemnification. To the maximum extent permitted under applicable laws and regulations, Borrower hereby releases Lender 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 caused by or resulting from (a) any failure of Lender to protect, enforce or collect in whole or in part any of the Loans, (b) any other act or omission to act on the part of Lender, its officers, agents or employees, except in each instance for those caused by Lender's ’s willful misconduct 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 attorneys' ’ fees and expenses) 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 Borrower's ’s breach of any covenant, obligation, agreement, representation or warranty set forth in this Agreement or any other Transaction Document, or arising from or relating to any willful misconduct by Borrower, 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 solely by reason of Lender's ’s or any of Lender's ’s Affiliates' ’ willful misconduct or gross negligence.

Release; Indemnification. To the extent permitted under applicable laws and regulations, Borrower hereby releases Lender 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 caused by or resulting from (a) any failure of Lender to protect, enforce or collect in whole or in part any Covanta shall provide CPIH the benefit of the Loanssame standard of judgment and effort in rendering the Services hereunder as Covanta applies to its own corporate functions and operations. However, (b) any other act or omission to act on the part of Lender, its officers, agents or employees, except in each instance for those caused by Lender's willful misconduct or gross negligence. Borrower shall indemnify, defend Covanta Entities and hold Lender their affiliates and its Affiliates (including their respective officers, directors, members, affiliates, agents and employeesemployees (collectively, the "Covanta Indemnified Parties") harmless shall not be liable to the CPIH 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 Covanta Indemnified Parties may have under applicable law, CPIH shall 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 attorneys' reasonable attorney's fees and expensesamounts reasonably paid in settlement) that may at any time be either directly or indirectly imposed upon(collectively, "Covanta Losses") incurred by reason of or asserted arising out of the performance or awarded 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 from or relating to Borrower's breach of any covenant, obligation, agreement, representation or warranty set forth in this Agreement or any other Transaction Document, or arising from or relating to any willful misconduct by Borrower, except to the extent Borrower establishes that CPIH controls any litigation; (2) such Covanta Indemnified Party's role as guarantor under any Parent Guarantee, to the lossextent 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, liabilitythe Covanta Entities shall defend, obligationsindemnify and save harmless the CPIH Indemnified Parties from and against any and all CPIH Losses incurred by a CPIH Indemnified Party in connection with the 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, penalty, claim, fine, demand, litigation, defense, cost, judgment, suit, proceeding, damage, disbursement or expense arose solely by reason of Lender's or any of Lender's Affiliates' willful misconduct or gross negligenceSection 10 notwithstanding.

Release; Indemnification. To the extent permitted under applicable laws and regulations, Borrower hereby releases Lender 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 caused by or resulting from (a) any failure of Lender to protect, enforce or collect in whole or in part any of the LoansLoan, (b) any other act or omission to act on the part of Lender, its officers, agents or employees, except in each instance for those caused by Lender's ’s willful misconduct 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 including, without limitation, attorneys' ’ fees and expenses) that 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 Borrower's ’s breach of any covenant, obligation, agreement, representation or warranty set forth in this Agreement or any other Transaction Document, or arising from or relating to any willful misconduct by Borrower, 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 solely by reason of Lender's ’s or any of Lender's ’s Affiliates' ’ willful misconduct or gross negligence.

Release; Indemnification. To the extent permitted under applicable laws and regulations, Borrower hereby releases Lender 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 caused by or resulting from (a) any failure of Lender to protect, enforce or collect in whole or in part any of the Loans, Facility and (b) any other act or omission to act on the part of Lender, its officers, agents or employees, except in each instance for those caused by Lender's willful misconduct or and 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 including, without limitation, attorneys' ’ fees and expenses) that 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 Borrower's breach Lender’s entering into or carrying out the terms of any covenant, obligation, agreement, representation or warranty set forth in this Agreement or any other Transaction Documentbeing the holder of the Subordinated Note, or arising from or relating to any willful misconduct by Borrower, except to the extent unless Borrower establishes that the loss, liability, obligations, penalty, claim, fine, demand, litigation, defense, cost, judgment, suit, proceeding, damage, disbursement or expense arose solely primarily by reason of Lender's ’s or any of Lender's ’s Affiliates' ’ willful misconduct or gross negligence.

Release; Indemnification. To the extent permitted under applicable laws and regulations, Borrower hereby releases Lender 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 caused by or resulting from (a) any failure of Lender to protect, enforce or collect in whole or in part any of the Loans, Facility and (b) any other act or omission to act on the part of Lender, its officers, agents or employees, except in each instance for those caused by Lender's ’s willful misconduct 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 including, without limitation, attorneys' ’ fees and expenses) that 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 Borrower's ’s breach of any covenant, obligation, agreement, representation or warranty set forth in this Agreement or any other Transaction Document, or arising from or relating to any willful misconduct by Borrower, 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 solely by reason of Lender's ’s or any of Lender's ’s Affiliates' ’ willful misconduct or gross negligence.

Release; Indemnification. To the extent permitted under applicable laws and regulations, Borrower hereby releases Lender 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 caused by or resulting from from: (a) any failure of Lender to protect, enforce or collect in whole or in part any of the Loans, Subordinated Debt and (b) any other act or omission to act on the part of Lender, its officers, agents or employees, except in each instance for those caused by Lender's willful misconduct 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 (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 attorneys' ’ fees and expenses) that 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 Borrower's breach Lender’s entering into or carrying out the terms of any covenant, obligation, agreement, representation or warranty set forth in this Agreement or being the holder of any other Transaction DocumentSubordinated Debenture, or arising from or relating to but not including any willful misconduct by Borrower, except to the extent Borrower establishes that the portion of such loss, liability, obligationsdamage, penaltysuit, claim, fineexpense, demand, litigation, defense, cost, judgment, suit, proceeding, damage, disbursement fees or expense arose solely by reason of costs that is primarily attributable to Lender's ’s or any of Lender's ’s Affiliates' ’ willful misconduct or gross negligence.

Release; Indemnification. To the extent permitted under applicable laws and regulations, Borrower hereby releases Lender 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 caused by or resulting from (a) any failure of Lender to protect, enforce or collect in whole or in part any of the Loans, Facility and (b) any other act or omission to act on the part of Lender, its officers, agents or employees, except in each instance for those caused by Lender's ’s willful misconduct or gross negligencemisconduct. Borrower shall indemnify, defend and hold harmless Lender and its Affiliates Affiliates, and their respective directors, officers, employees, agents, successors and assigns (including their respective officersany participants in the Facility), 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 attorneys' ’ fees and expenses) that ), 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 ’s breach of any covenant, obligation, agreement, representation or warranty set forth in this Agreement or any other Transaction Document, Document or arising from or relating to 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 Debenture, 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 solely by reason of Lender's ’s or any of Lender's ’s Affiliates' ’ willful misconduct or gross negligencemisconduct.

Release; Indemnification. To the extent permitted under applicable laws and regulationsBorrower (i) hereby waives any claim in tort, Borrower hereby releases Lender from any and all causes of action, claims contract or rights otherwise which Borrower may now or hereafter have for, or which may arise from, any loss or damage caused by or resulting from (a) any failure of Lender to protect, enforce or collect in whole or in part any of the Loans, (b) any other act or omission to act on the part of against Lender, its officers, agents or 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 in each instance for those caused by Lender's gross negligence or willful misconduct or gross negligenceas determined by a final and non-appealable order from a court of competent jurisdiction. ▇▇▇▇▇▇▇▇ acknowledges that it makes this waiver and release knowingly, voluntarily and only after considering the ramifications of this waiver and release with its legal counsel. Borrower shall indemnifydefend, defend indemnify and hold harmless Lender, each Lender and its Affiliates (including Affiliate, each of their respective directors, officers, directorspartners, agents members, shareholders, participants, employees, professionals and employees) harmless agents, and each of their respective successors and assigns (each, an “Indemnified Party”), 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 attorneys' 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) ), that may at any time be either directly or indirectly imposed uponon, incurred by by, or asserted against any Indemnified Party (collectively, the “Indemnified Liabilities”) arising out of or awarded against Lender 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 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 to affecting Borrower's breach ’s Premises or any Environmental Liabilities and Costs; (iv) any violation of any covenantfederal, obligationstate, agreement, representation or warranty set forth in this Agreement local law by Borrower or any Affiliate thereof and (iv) any other Transaction Documentmatter arising out of or related to the Loan, Borrower, Borrower’s Premises or arising from or relating any Collateral; provided, however, that Borrower shall not have any obligation to any willful misconduct by Borrower, except Indemnified Party hereunder to the extent Borrower establishes that it is judicially determined by a court of competent jurisdiction in a final, non-appealable judgment that such Indemnified Liabilities are the loss, liability, obligations, penalty, claim, fine, demand, litigation, defense, cost, judgment, suit, proceeding, damage, disbursement result of the gross negligence or expense arose solely 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. To the extent permitted under applicable laws and regulations, Borrower hereby releases Lender 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 caused by or resulting from (a) any failure of Lender to protect, enforce or collect in whole or in part any of the LoansLoan, (b) any other act or omission to act on the part of Lender, its officers, agents or employees, except in each instance for those caused by Lender's ’s willful misconduct 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 attorneys' ’ fees and expenses) 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 Borrower's ’s breach of any covenant, obligation, agreement, representation or warranty set forth in this Agreement or any other Transaction Document, or arising from or relating to any willful misconduct by Borrower, 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 solely by reason of Lender's ’s or any of Lender's ’s Affiliates' ’ willful misconduct or gross negligence.

Release; Indemnification. To the extent permitted under applicable laws and regulations, Borrower hereby releases Lender 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 caused by or resulting from (a) any failure of Lender to protect, enforce or collect in whole or in part any of the Loans, Facility and (b) any other act or omission to act on the part of Lender, its officers, agents or employees, except in each instance for those caused by Lender's willful misconduct or and 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 including, without limitation, attorneys' fees and expenses) that 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 BorrowerLender's breach entering into or carrying out the terms of any covenant, obligation, agreement, representation or warranty set forth in this Agreement or any other Transaction Documentbeing the holder of the Subordinated Note, or arising from or relating to any willful misconduct by Borrower, except to the extent unless Borrower establishes that the loss, liability, obligations, penalty, claim, fine, demand, litigation, defense, cost, judgment, suit, proceeding, damage, disbursement or expense arose solely 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 regulationsBorrower (i) hereby waives any claim in tort, Borrower hereby releases Lender from any and all causes of action, claims contract or rights otherwise which Borrower may now or hereafter have for, or which may arise from, any loss or damage caused by or resulting from (a) any failure of Lender to protect, enforce or collect in whole or in part any of the Loans, (b) any other act or omission to act on the part of against Lender, its officers, agents or 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 in each instance for those caused by Lender's gross negligence or willful misconduct or gross negligenceas 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 legal counsel. Borrower shall indemnifydefend, defend indemnify and hold harmless Lender, each Lender and its Affiliates (including Affiliate, each of their respective directors, officers, directorspartners, agents members, shareholders, participants, employees, professionals and employees) harmless agents, and each of their respective successors and assigns (each, an “Indemnified Party”), 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 attorneys' 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) ), that may at any time be either directly or indirectly imposed uponon, incurred by by, or asserted against any Indemnified Party (collectively, the “Indemnified Liabilities”) arising out of or awarded against Lender 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 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 to affecting Borrower's breach ’s Premises or any Environmental Liabilities and Costs; (iv) any violation of any covenantfederal, obligationstate, agreement, representation or warranty set forth in this Agreement local law by Borrower or any Affiliate thereof and (iv) any other Transaction Documentmatter arising out of or related to the Loan, Borrower, Borrower’s Premises or arising from or relating any Collateral; provided, however, that Borrower shall not have any obligation to any willful misconduct by Borrower, except Indemnified Party hereunder to the extent Borrower establishes that it is judicially determined by a court of competent jurisdiction in a final, non-appealable judgment that such Indemnified Liabilities are the loss, liability, obligations, penalty, claim, fine, demand, litigation, defense, cost, judgment, suit, proceeding, damage, disbursement result of the gross negligence or expense arose solely 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. To the extent permitted under applicable laws and regulations, Borrower hereby releases Lender 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 caused by or resulting from (a) any failure of Lender to protect, enforce or collect in whole or in part any of the Loans, Debt and (b) any other act or omission to act on the part of Lender, its officers, agents or employees, except in each instance for those caused by Lender's willful misconduct or and 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 including, without limitation, attorneys' fees and expenses) that 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 BorrowerLender's breach entering into or carrying out the terms of any covenant, obligation, agreement, representation or warranty set forth in this Agreement or being the holder of the Subordinated Debenture, other than any other Transaction Document, or arising from or relating to any willful misconduct by Borrower, except to the extent Borrower establishes that the loss, liability, obligationsdamage, penaltysuit, claim, fineexpense, demand, litigation, defense, cost, judgment, suit, proceeding, damage, disbursement fees or expense arose costs arising solely by reason of Lender's or any of Lender's Affiliates' willful misconduct or gross negligence.