Common use of Indemnification; Exculpation Clause in Contracts

Indemnification; Exculpation. Borrower 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 Borrower of an undertaking by the Borrower under this Agreement, (ii) any breach by the Borrower of any representations and warranties in Section 4 above, or (iii) any action to enforce the Lender’s rights hereunder, including by realization of the Charges, provided, however, that this indemnification shall not apply to any of the foregoing incurred solely as the result of Lender’s or any Agent’s gross negligence or willful misconduct and, further provided, that indemnification pursuant to subsection 7.6.(iii) above shall be contingent upon the enforcement action referred to therein not being contested by the Borrower or, if contested, such enforcement action has been confirmed by a ruling of a competent court. This indemnification shall survive for period of two (2) years from the payment and satisfaction of all of Borrower’s obligations to the Lender.

Indemnification; Exculpation. Provided Borrower shallis given reasonable notice and an opportunity to control any action or proceeding, upon a Lender’s first written demand, Borrower shall pay and protect, defend and indemnify such Lender and Lender’s '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) the matters contemplated by this Agreement or any breach by the Borrower of an undertaking by the Borrower under this Agreement, other Loan Documents or (ii) any breach by the contention that Borrower of has failed to comply with any representations and warranties in Section 4 abovelaw, rule, regulation, order or (iii) any action directive applicable to enforce the Lender’s rights hereunder, including by realization of the Charges, Borrower's business; provided, however, that this indemnification shall not apply to any of the foregoing incurred solely as the result of Lender’s 's or any Agent’s 's gross negligence or willful misconduct and, further provided, that indemnification pursuant to subsection 7.6.(iii) above shall be contingent upon the enforcement action referred to therein not being contested by the Borrower or, if contested, such enforcement action has been confirmed by a ruling of a competent courtmisconduct. This indemnification shall survive for period of two (2) years from the payment and satisfaction of all of Borrower’s '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 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 Borrower of an undertaking by the Borrower under this Agreement, (ii) any breach by the Borrower of any representations and warranties in Section 4 above, or (iii) any action to enforce the Lender’s rights hereunder, including by realization of the Charges, provided, however, that this indemnification shall not apply to any of the foregoing incurred solely as the result of Lender’s or any Agent’s gross negligence or willful misconduct and, further provided, that indemnification pursuant to subsection 7.6.(iii6.6.(iii) above shall be contingent upon the enforcement action referred to therein not being contested by the Borrower or, if contested, such enforcement action has been confirmed by a ruling of a competent court. This indemnification shall survive for period of two (2) years from the payment and satisfaction of all of Borrower’s obligations to the Lender.