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8
<br />1951267.v8
<br />acceptable to the recipient Party) evidencing the delivering Party’s compliance with the
<br />requirements of this Section 7.
<br />(b)Notwithstanding anything to the contrary set forth in this Agreement, each Party
<br />hereby waives any and all claims against the others for any claims, damages, causes of action,
<br />costs, expenses and losses (collectively, “Losses”) to the extent such Losses are insured against,
<br />or are required (under the terms of this Agreement) to be insured against, which waiver includes,
<br />but is not limited to, Losses, deductibles or self-insured retentions covered by each Party’s
<br />respective commercial property, business income/extra expense/rental value insurance,
<br />commercial general liability, business auto liability, workers’ compensation or employers’
<br />liability policies. The risk to be borne by each of the Parties to this Agreement shall also include
<br />the satisfaction of any deductible (or self-insured retention) amounts required to be paid under the
<br />applicable insurance carried by the Party incurring the Losses, and each of the Parties hereto
<br />agrees that the others shall not be responsible for satisfaction of such deductible (or self-insured
<br />retention amount). The waivers set forth above in this Section 7(c) shall apply if the Losses in
<br />question would have been covered by a normal and customary "all risks” or “special form”
<br />property insurance policy, even if the Party suffering the Losses fails to maintain such coverage.
<br />The respective insurance policies of each of the Parties hereto shall include a waiver of all rights
<br />of subrogation by the insurance carrier against the other Parties and their respective agents and
<br />employees.
<br />(c)EACH OF THE PARTIES HERETO, FOR ITSELF AND ITS RESPECTIVE
<br />MEMBERS, PARTNERS, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, AFFILIATES,
<br />SUCCESSORS AND ASSIGNS (“RELEASING PARTIES”), HEREBY RELEASES AND
<br />FOREVER DISCHARGES, WAIVES AND EXONERATES THE OTHER PARTIES TO THIS
<br />AGREEMENT AND THEIR RESPECTIVE MEMBERS, PARTNERS, OFFICERS,
<br />DIRECTORS, EMPLOYEES, AGENTS, SUCCESSORS AND ASSIGNS (“RELEASEES”)
<br />FROM ANY AND ALL LIABILITIES, OBLIGATIONS, CLAIMS, CAUSES OF ACTION
<br />AND DEMANDS AT LAW OR IN EQUITY, CONTROVERSIES, DAMAGES, COSTS,
<br />LOSSES AND EXPENSES (WHETHER KNOWN OR UNKNOWN AS OF THE DATE OF
<br />THIS AGREEMENT) THAT ANY OR ALL OF THE RELEASING PARTIES NOW HAS, OR
<br />MAY HAVE IN THE FUTURE, DIRECTLY ARISING OUT OF ANY MATTERS, OF ANY
<br />NATURE WHATSOEVER, UNDER THIS AGREEMENT, INCLUDING, WITHOUT
<br />LIMITATION, ALL CLAIMS IN TORT OR CONTRACT, ALL CLAIMS UNDER A
<br />WARRANTY OF ANY KIND (WHETHER EXPRESS, IMPLIED, OR, TO THE MAXIMUM
<br />EXTENT PERMITTED BY APPLICABLE LAW, STATUTORY) AND INCLUDING ANY
<br />WARRANTY OF MERCHANTABILITY, HABITABILITY OR GOOD AND
<br />WORKMANLIKE CONSTRUCTION AND WARRANTIES OF FITNESS FOR USE OR
<br />ACCEPTABILITY FOR THE PURPOSE INTENDED, AND ANY OTHER BASIS FOR
<br />RECOVERY OR REIMBURSEMENT, INCLUDING, BUT NOT LIMITED TO,
<br />NEGLIGENCE OR STRICT LIABILITY (COLLECTIVELY, THE “RELEASED CLAIMS”).
<br />NOTWITHSTANDING ANY OF THE FOREGOING RELEASE LANGUAGE, HOWEVER,
<br />THE FOREGOING RELEASE SHALL NOT APPLY, IN ANY CIRCUMSTANCE OR UNDER
<br />ANY CONDITION TO ANY MATTERS, OF ANY NATURE WHATSOEVER, THAT ARISE
<br />OR ACCRUE, AND ARE SUFFERED OR INCURRED BY ANY OR ALL OF THE
<br />RELEASING PARTIES AS A RESULT OF, OR DUE TO, OR BECAUSE OF THE BREACH
<br />OR DEFAULT UNDER THE TERMS OF THIS AGREEMENT, ANY MALFEASANCE OR
<br />ANY NEGLIGENT OR WILLFUL ACTS OR OMISSIONS OF ANY OR ALL OF THE
<br />RELEASEES.
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