Pass Holder agrees to defend, indemnify and hold harmless Electric City Parking Company LLC, JBAS Realty LLC, its members, employees, agents, officers and officials from and against liabilities, losses, penalties, damages and expenses, including costs and attorney fees, arising out of all claims, liens, damages, obligations, actions, suits, judgments or settlements, or causes of action, of every kind, nature and character arising or alleged to arise out of the negligent or willful acts or omissions of Pass Holder. Pass Holder shall, at its sole cost and expense, appear, defend and pay all attorney fees and, other costs and expenses arising hereunder. In addition, if any judgment shall be rendered against Electric City Parking Company LLC or JBAS Realty LLC in any such action, Pass Holder shall, at its sole cost and expense, satisfy and discharge such obligation of Electric City Parking Company LLC or JBAS Realty LLC. Pass Holder shall have the right, at its own expense, to participate in the defense of any suit, without relieving itself of any of its obligations hereunder. Electric City Parking Company and JBAS Realty LLC retains final approval of any and all settlements or legal strategies which involve the interest of Electric City Parking Company and JBAS Realty LLC. The indemnities set forth herein shall survive the expiration or termination of this Agreement.
Pass Holder acknowledges and agrees that by use of the Parking Lot, Pass Holder assumes all risk of loss or damage to property, including, without limitation, property damage, and all risk of personal injury, including but not limited to death, attributable to any cause other than the gross negligence or unlawful conduct of Electric City Parking Company LLC and JBAS Realty LLC. Pass Holder further agrees that it is familiar with the condition of the Parking Lot and the suitability of the Parking Lot for its intended use and accepts the Parking Lot on an “AS-IS” “WHERE-IS” basis. Pass Holder forever releases Electric City Parking Company LLC and JBAS Realty LLC, its agents, manager, affiliates and employees from and against any and all of Pass Holder’s claims, causes of action, liabilities and expenses arising out of or relating to any such loss, damage, or injury. Electric City Parking Company LLC and JBAS Realty LLC, its agents, manager, affiliates and employees shall not be responsible or liable for loss or damages by reason of fire, theft, collision or any other cause to parked vehicles or their contents, provided no unlawful act of Electric City Parking Company LLC or JBAS Realty LLC resulted in the loss or damages.