Common use of Indemnification; Exculpation Clause in Contracts

Indemnification; Exculpation. Borrower and each Guarantor shall pay and protect, defend and indemnify Lender and Lender’s employees, officers, directors, shareholders, affiliates, correspondents, agents and representatives (other than Lender, collectively “Agents”) against, and hold Lender and each such Agent harmless from, all claims, actions, proceedings, liabilities, damages, losses, expenses (including, without limitation, attorneys’ fees and costs) and other amounts incurred by Lender and each such Agent, arising from (i) the matters contemplated by this Agreement or any other Loan Documents, (ii) any dispute between Borrower and a third party, or (iii) any contention that Borrower has failed to comply with any law, rule, regulation, order or directive applicable to Borrower’s business; provided, however, that this indemnification shall not apply to any of the foregoing to the extent incurred as the result of Lender’s or any Agent’s gross negligence or willful misconduct. For the avoidance of doubt, neither Lender, nor any of its directors, officers, employees, agents, attorneys or any other person affiliated with or representing Lender shall be liable for any claims, demands, losses or damages, of any kind whatsoever, made, claimed, incurred or suffered by Borrower or any other party through the ordinary negligence of Lender, or any of its directors, officers, employees, agents, attorneys or any other person affiliated with or representing Lender. This indemnification shall survive the payment and satisfaction of all of Borrower’s Obligations to Lender.

Indemnification; Exculpation. Borrower and each Guarantor shall shall, upon Lender’s first written demand, pay and protect, defend and indemnify Lender and Lender’s employees, officers, directors, shareholders, affiliates, correspondents, agents and representatives (other than Lender, collectively “Agents”) against, and hold the Lender and each such Agent harmless from, all claims, actions, proceedings, liabilities, damages, losses, expenses (including, without limitation, attorneys’ fees and costs) and other amounts incurred by Lender and each such Agent, arising from (i) any breach by the matters contemplated Borrower of an undertaking by the Borrower under this Agreement or any other Loan DocumentsAgreement, (ii) any dispute between breach by the Borrower of any representations and a third partywarranties in Section 4 above, or (iii) any contention that Borrower has failed action to comply with any lawenforce the Lender’s rights hereunder, ruleincluding by realization of the Charges, regulation, order or directive applicable to Borrower’s business; provided, however, that this indemnification shall not apply to any of the foregoing to the extent incurred solely as the result of Lender’s or any Agent’s gross negligence or willful misconduct. For the avoidance of doubtmisconduct and, neither Lenderfurther provided, nor any of its directors, officers, employees, agents, attorneys or any other person affiliated with or representing Lender that indemnification pursuant to subsection 6.6.(iii) above shall be liable for any claimscontingent upon the enforcement action referred to therein not being contested by the Borrower or, demandsif contested, losses or damages, such enforcement action has been confirmed by a ruling of any kind whatsoever, made, claimed, incurred or suffered by Borrower or any other party through the ordinary negligence of Lender, or any of its directors, officers, employees, agents, attorneys or any other person affiliated with or representing Lendera competent court. This indemnification shall survive for period of two (2) years from the payment and satisfaction of all of Borrower’s Obligations obligations to Lender.

Indemnification; Exculpation. Provided Borrower is given reasonable notice and each Guarantor an opportunity to control any action or proceeding, Borrower shall pay and protect, defend and indemnify Lender and Lender’s 's employees, officers, directors, shareholders, affiliates, correspondents, agents and representatives (other than Lender, collectively “"Agents”") against, and hold Lender and each such Agent harmless from, all claims, actions, proceedings, liabilities, damages, losses, expenses (including, without limitation, attorneys’ ' fees and costs) and other amounts incurred by Lender and each such Agent, arising from (i) the matters contemplated by this Agreement or any other Loan Documents, Documents or (ii) any dispute between Borrower and a third party, or (iii) any contention that Borrower has failed to comply with any law, rule, regulation, order or directive applicable to Borrower’s 's business; provided, however, that this indemnification shall not apply to any of the foregoing to the extent incurred solely as the result of Lender’s 's or any Agent’s 's gross negligence or willful misconduct. For the avoidance of doubt, neither Lender, nor any of its directors, officers, employees, agents, attorneys or any other person affiliated with or representing Lender shall be liable for any claims, demands, losses or damages, of any kind whatsoever, made, claimed, incurred or suffered by Borrower or any other party through the ordinary negligence of Lender, or any of its directors, officers, employees, agents, attorneys or any other person affiliated with or representing Lender. This indemnification shall survive the payment and satisfaction of all of Borrower’s Obligations 's obligations to Lender. Notwithstanding the forgoing, Borrower shall not be liable under this Section 8.7 or otherwise for any form of special, incidental, indirect, consequential or punitive damages, whether or not foreseen, whether based on breach of contract or otherwise. Borrower 5 minimum liability, arising from or related to this Agreement shall not exceed the aggregate of all monies borrowed hereunder from Lender, including accrued but unpaid interest.

Indemnification; Exculpation. Borrower and each Guarantor shall shall, upon a Lender’s first written demand, pay and protect, defend and indemnify such Lender and Lender’s employees, officers, directors, shareholders, affiliates, correspondents, agents and representatives (other than Lender, collectively “Agents”) against, and hold the Lender and each such Agent harmless from, all claims, actions, proceedings, liabilities, damages, losses, expenses (including, without limitation, attorneys’ fees and costs) and other amounts incurred by Lender and each such Agent, arising from (i) any breach by the matters contemplated Borrower of an undertaking by the Borrower under this Agreement or any other Loan DocumentsAgreement, (ii) any dispute between breach by the Borrower of any representations and a third partywarranties in Section 4 above, or (iii) any contention that Borrower has failed action to comply with any lawenforce the Lender’s rights hereunder, ruleincluding by realization of the Charges, regulation, order or directive applicable to Borrower’s business; provided, however, that this indemnification shall not apply to any of the foregoing to the extent incurred solely as the result of Lender’s or any Agent’s gross negligence or willful misconduct. For the avoidance of doubtmisconduct and, neither Lenderfurther provided, nor any of its directors, officers, employees, agents, attorneys or any other person affiliated with or representing Lender that indemnification pursuant to subsection 7.6.(iii) above shall be liable for any claimscontingent upon the enforcement action referred to therein not being contested by the Borrower or, demandsif contested, losses or damages, such enforcement action has been confirmed by a ruling of any kind whatsoever, made, claimed, incurred or suffered by Borrower or any other party through the ordinary negligence of Lender, or any of its directors, officers, employees, agents, attorneys or any other person affiliated with or representing Lendera competent court. This indemnification shall survive for period of two (2) years from the payment and satisfaction of all of Borrower’s Obligations obligations to the Lender.