Common use of Indemnification; Exoneration Clause in Contracts

Indemnification; Exoneration. (i) In addition to all other amounts payable to the Lender and SLT, the Borrower hereby agrees to defend, indemnify, and save each of the Lender and SLT harmless from and against any and all claims, demands, liabilities, penalties, damages, losses (other than loss of profits), costs, charges and expenses (including reasonable attorneys' fees) which the Lender or SLT may incur or be subject to as a consequence, direct or indirect, of (A) the issuance of any guaranty other than as a result of the gross negligence or willful misconduct of the Lender or SLT, as determined by a court of competent jurisdiction, or (B) the failure of the Lender or SLT to honor a payment request under any guaranty as a result of any act or omission, whether rightful or wrongful, of any present or future de jure or de facto government or Governmental Authority.