Common use of Limitation of Liability; Indemnity Clause in Contracts

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

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

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

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

Limitation of Liability; Indemnity. The Security Interests are granted as security only and shall not subject the Collateral Agent toIntellectual Property is provided to Licensee "As Is." Licensor disclaims any express or implied warranty, or transfer or in any way affect or modifyincluding non-infringement, any obligation or liability of the Grantor with respect to the Intellectual Property. In no event shall Licensor be liable for any matter whatsoever relating to the use of the Collateral Intellectual Property by Licensee or any transaction in connection therewith. The Collateral Agentassignee or sublicensee of licenseE. Licensee shall indemnify, defend and hold harmless Licensor, its past and present affiliates, subsidiaries, other related companies, licensees and properties, and each of the other Secured Parties foregoing entities' respective past and any successor or assign thereof are hereby absolved from all liability for failure to collect against the Grantor present employees, representatives, directors, officers, partners and from all other responsibility in connection therewithagents (each, except the responsibility of each to account (by application upon the Secured Obligations or otherwise) to the Grantor for payments actually received. The Grantor agrees to indemnify and hold harmless the Collateral Agent and the Trustee against any and all liabilitiesa "Licensor Indemnitee"), actions, claims, judgments, costs, charges and attorneys’ fees by reason of any third party claim to the Collateral, and the Collateral Agent shall have the right to defend against any such third party claims or actions, employing attorneys of the Collateral Agent’s own selection and if not furnished with indemnity satisfactory to them, the Collateral Agent shall have the right to compromise and adjust any such claims, actions and judgments, and in addition to the rights to be indemnified as herein provided, all amounts paid by the Collateral Agent in compromise, satisfaction or discharge of any such claims, actions or judgments, and all court costs, attorneys’ fees and other expenses of every character expended by the Collateral Agent pursuant to the provisions of this Section 2.3 shall be a demand obligation (which obligation the Grantor hereby expressly promises to pay) owing by the Grantor and shall be a part of the Secured Obligations. The Grantor agrees to pay, indemnify, and hold the Collateral Agent and the Trustee harmless from and against any and all other liabilitiescosts, obligationsliabilities and expenses, lossesincluding, damageswithout limitation, interest, penalties, actionsattorney and third party fees, judgmentsand all amounts paid in the investigation, suits, costs, expenses or disbursements defense and/or settlement of any kind claim, action or nature whatsoever proceeding (collectively, "Expenses"), that relate to the provision or promotion of goods or services by any Licensee, or assignee or sublicensee of Licensee, under any Intellectual Property, notwithstanding any approval which may have been given by Licensor with respect to the executionprovision or promotion of such goods or services; provided, deliveryhowever, enforcementthat Licensee shall have no obligation to indemnify, performance defend and administration hold harmless any Licensor Indemnitee from any Expenses resulting from any claim of any third party that the use of such Intellectual Property is infringing upon such third party's proprietary rights, unless such claim of infringement arises from Licensee's failure to comply with the terms of this Agreement Agreement. If any claim or action is asserted against Licensor that would entitle Licensor to indemnification, the indemnification provisions in that certain Distribution Agreement, dated as of December 31, 1998, between Licensor and Licensee (the other Note Documents"Distribution Agreement") shall govern. WITHOUT LIMITATIONLicensee shall provide Licensor with prompt written notice of any unauthorized uses by third parties of any Intellectual Property, IT IS THE INTENTION OF GRANTOR AND GRANTOR AGREES THAT THE FOREGOING RELEASES AND INDEMNITIES SHALL APPLY TO EACH INDEMNIFIED PARTY WITH RESPECT TO ALL CLAIMSor of confusingly similar or diluting trademarks, DEMANDSservice marks, LIABILITIEStrade names, LOSSESterms or designs, DAMAGES (INCLUDING WITHOUT LIMITATION CONSEQUENTIAL DAMAGES, CAUSES OF ACTION, JUDGMENTS, PENALTIES, COSTS AND EXPENSES AND FURTHER INCLUDING WITHOUT LIMITATION REASONABLE ATTORNEYS’ FEES AND EXPENSES, WHICH IN WHOLE OR IN PART ARE CAUSED BY OR ARISE OUT OF STRICT LIABILITY OR OUT OF THE NEGLIGENCE OF SUCH (AND/OR ANY OTHER) INDEMNIFIED PARTY. However, such indemnities and releases shall not apply to any particular indemnified party (but shall apply which come to the other indemnified parties) attention of Licensee. Licensor shall have the right, in its sole discretion, to the extent the subject commence infringement or unfair competition actions regarding any unauthorized use by third parties of the indemnification is caused by Intellectual Property or arises out any confusingly similar or diluting devices. Licensee shall cooperate with and assist Licensor in its investigation and prosecution of any of the gross negligence or willful misconduct of such particular indemnified partyforegoing.

Limitation of Liability; Indemnity. (a) The Security Interests are granted as security only Company hereby agrees to indemnify the Advisor and shall not subject the Collateral Agent to, or transfer or in any way affect or modify, any obligation or liability of the Grantor with respect to any of the Collateral or any transaction in connection therewith. The Collateral Agent, each of the other Secured Parties Advisor's equity owners, officers, managers, employees, agents, associates and controlling persons and the equity owners, officers, managers, employees and agents thereof (including any successor individual who serves at the Advisor's request as director, officer, partner, member, manager, trustee or assign thereof are hereby absolved from all liability for failure to collect the like of another entity) (the Advisor and each such person being an "INDEMNITEE") against the Grantor any liabilities and from all other responsibility expenses, including amounts paid in satisfaction of judgments, in compromise or as fines and penalties, and counsel fees reasonably incurred by such indemnitee in connection therewithwith the defense or disposition of any action, except the responsibility of each to account (by application upon the Secured Obligations suit or otherwise) to the Grantor for payments actually received. The Grantor agrees to indemnify and hold harmless the Collateral Agent and the Trustee against other proceeding, whether civil or criminal, before any and all liabilitiescourt or administrative or investigative body in which such indemnitee may be or may have been involved as a party or otherwise or with which such indemnitee may be or may have been threatened, actions, claims, judgments, costs, charges and attorneys’ fees by reason of service in any third party claim to the Collateralcapacity set forth above in this Section 6, and the Collateral Agent Company further agrees that each such indemnitee shall not have the right to defend against any such third party claims or actions, employing attorneys of the Collateral Agent’s own selection and if not furnished with indemnity satisfactory to them, the Collateral Agent shall have the right to compromise and adjust any such claims, actions and judgments, and in addition liability to the rights to be indemnified as herein Company or its Stockholders for any error of judgment or mistake of law or for any loss arising out of any investment or for any act or omission in performing its obligations under this Agreement; provided, all amounts paid by the Collateral Agent in compromisehowever, satisfaction or discharge that no indemnitee shall be relieved of any such claims, actions or judgments, and all court costs, attorneys’ fees and other expenses of every character expended by the Collateral Agent liability pursuant to the provisions foregoing or be indemnified hereunder against any liability to the Company or its Stockholders or any expense of such indemnitee or held harmless for liabilities hereunder arising by reason of (i) willful misfeasance, (ii) bad faith, (iii) gross negligence, (iv) reckless disregard of the duties involved in the conduct of its position or (v) any material breach of the terms of this Section 2.3 shall Agreement, provided that such breach does not arise solely from the Advisor's good faith reliance upon the advice of outside professionals as to a matter which the Advisor reasonably believes to be a demand obligation (which obligation the Grantor hereby expressly promises to pay) owing by the Grantor and shall be a part of the Secured Obligations. The Grantor agrees to pay, indemnify, and hold the Collateral Agent and the Trustee harmless from and against any and all other liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses within that person's professional or disbursements of any kind or nature whatsoever with respect to the execution, delivery, enforcement, performance and administration of this Agreement and the other Note Documents. WITHOUT LIMITATION, IT IS THE INTENTION OF GRANTOR AND GRANTOR AGREES THAT THE FOREGOING RELEASES AND INDEMNITIES SHALL APPLY TO EACH INDEMNIFIED PARTY WITH RESPECT TO ALL CLAIMS, DEMANDS, LIABILITIES, LOSSES, DAMAGES (INCLUDING WITHOUT LIMITATION CONSEQUENTIAL DAMAGES, CAUSES OF ACTION, JUDGMENTS, PENALTIES, COSTS AND EXPENSES AND FURTHER INCLUDING WITHOUT LIMITATION REASONABLE ATTORNEYS’ FEES AND EXPENSES, WHICH IN WHOLE OR IN PART ARE CAUSED BY OR ARISE OUT OF STRICT LIABILITY OR OUT OF THE NEGLIGENCE OF SUCH (AND/OR ANY OTHER) INDEMNIFIED PARTY. However, such indemnities and releases shall not apply to any particular indemnified party (but shall apply to the other indemnified parties) to the extent the subject of the indemnification is caused by or arises out of the gross negligence or willful misconduct of such particular indemnified partyexpert competence.

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

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

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

Limitation of Liability; Indemnity. The Security Interests are granted as security only and Neither Bank, nor any of your employees, officers, directors, agents or vendors (individually an “Indemnified Party”), shall not subject in any event have any liability in connection with the Collateral Agent toServices provided to you hereunder due to interruption or failure of communications or data processing facilities or systems, emergency conditions, or transfer any other cause beyond the reasonable control of Bank or in any way affect or modify, any obligation or liability of the Grantor with respect to any of the Collateral its employees, officers, directors, agents, or any transaction in connection therewithvendors. The Collateral Agent, each of the other Secured Parties and any successor or assign thereof are hereby absolved from all liability for failure to collect against the Grantor and from all other responsibility in connection therewith, except the responsibility of each to account (by application upon the Secured Obligations or otherwise) to the Grantor for payments actually received. The Grantor agrees You agree to indemnify and hold harmless the Collateral Agent Bank and the Trustee against any and all liabilitiesits employees, actionsofficers, claimsdirectors, judgments, costs, charges and attorneys’ fees by reason of any third party claim to the Collateralagents, and the Collateral Agent shall have the right to defend against any such third party claims or actions, employing attorneys of the Collateral Agent’s own selection and if not furnished with indemnity satisfactory to them, the Collateral Agent shall have the right to compromise and adjust any such claims, actions and judgments, and in addition to the rights to be indemnified as herein provided, all amounts paid by the Collateral Agent in compromise, satisfaction or discharge of any such claims, actions or judgments, and all court costs, attorneys’ fees and other expenses of every character expended by the Collateral Agent pursuant to the provisions of this Section 2.3 shall be a demand obligation (which obligation the Grantor hereby expressly promises to pay) owing by the Grantor and shall be a part of the Secured Obligations. The Grantor agrees to pay, indemnify, and hold the Collateral Agent and the Trustee vendors harmless from and against any and all other liabilities, obligations, losses, damages, penalties, actionscharges, judgmentsassessments, suitsclaims, liabilities, costs, expenses or disbursements expense, including attorneys’ fees, incurred by or assessed against any Indemnified Party in connection with the Positive Pay and Account Reconciliation Services, except, only as it relates to any such Indemnified Party, such amounts as may result from such Indemnified Party’s gross negligence or willful misconduct. Synovus Treasury Management Services ACH Origination Addendum 1. Acceptance of any kind ACH Origination Services. By selecting the ACH Origination Services (the “ACH Service”) on the Enrollment Form, you agree to the terms of this ACH Origination Addendum in the Terms and Conditions Booklet (the “ACH Addendum”) and this ACH Addendum thereby becomes a part of the Master Services Agreement for Treasury Management Services (the “Master Services Agreement”). The Master Services Agreement, together with this ACH Addendum, shall constitute one “ACH Service Agreement” for the ACH Service, the terms and conditions of which shall be binding upon both parties and shall govern the establishment and continued use by Customer of the ACH Service. Customer acknowledges the receipt of a copy of this ACH Addendum and the current Master Services Agreement. This ACH Addendum is effective as of the date accepted by Bank. Capitalized terms used but not defined herein shall have the meanings provided in the Master Services Agreement. If a discrepancy or nature whatsoever inconsistency is determined to exist between the terms of the Master Services Agreement and the terms of this ACH Addendum, the terms of this ACH Addendum will control with respect to the executionACH Services, delivery, enforcement, performance and administration of this Agreement and the other Note Documents. WITHOUT LIMITATION, IT IS THE INTENTION OF GRANTOR AND GRANTOR AGREES THAT THE FOREGOING RELEASES AND INDEMNITIES SHALL APPLY TO EACH INDEMNIFIED PARTY WITH RESPECT TO ALL CLAIMS, DEMANDS, LIABILITIES, LOSSES, DAMAGES (INCLUDING WITHOUT LIMITATION CONSEQUENTIAL DAMAGES, CAUSES OF ACTION, JUDGMENTS, PENALTIES, COSTS AND EXPENSES AND FURTHER INCLUDING WITHOUT LIMITATION REASONABLE ATTORNEYS’ FEES AND EXPENSES, WHICH IN WHOLE OR IN PART ARE CAUSED BY OR ARISE OUT OF STRICT LIABILITY OR OUT OF THE NEGLIGENCE OF SUCH (AND/OR ANY OTHER) INDEMNIFIED PARTY. However, such indemnities and releases shall not apply to any particular indemnified party (but shall apply to the other indemnified parties) only to the extent necessary to resolve the subject of the indemnification is caused by discrepancy or arises out of the gross negligence or willful misconduct of such particular indemnified partyinconsistency.

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

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