Common use of Indemnity of Lender Clause in Contracts

Indemnity of Lender. Borrower shall indemnify and hold harmless Lender (for purposes of this subsection, the term “Lender” shall include the directors, officers, employees and agents of Lender and any persons or entities owned or controlled by, owning or controlling, or under common control or affiliated with Lender) from and against, and reimburse them for, all claims, demands, liabilities, losses, damages, causes of action, judgments, penalties, costs and expenses (including, without limitation, reasonable attorney's fees) which may be imposed upon, asserted against or incurred or paid by them by reason of, on account of or in connection with any bodily injury or death or property damage occurring in or upon or in the vicinity of the Property through any cause whatsoever or asserted against them on account of any act performed or omitted to be performed hereunder or on account of any transaction arising out of or in any way connected with the Property or with this Agreement or any other Loan Document. WITHOUT LIMITATION, IT IS THE INTENTION OF BORROWER AND BORROWER AGREES THAT THE FOREGOING INDEMNITIES SHALL APPLY TO EACH INDEMNIFIED PARTY WITH RESPECT TO CLAIMS, DEMANDS, LIABILITIES, LOSSES, DAMAGES, CAUSES OF ACTION, JUDGMENTS, PENALTIES, COSTS AND EXPENSES (INCLUDING, WITHOUT LIMITATION, REASONABLE ATTORNEY'S FEES) WHICH IN WHOLE OR IN PART ARE CAUSED BY OR ARISE OUT OF THE NEGLIGENCE OF SUCH (AND/OR ANY OTHER) INDEMNIFIED PARTY OR ANY STRICT LIABILITY. HOWEVER, SUCH INDEMNITIES SHALL NOT APPLY TO ANY INDEMNIFIED PARTY TO THE EXTENT THE SUBJECT OF THE INDEMNIFICATION IS CAUSED BY OR ARISES OUT OF THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF SUCH INDEMNIFIED PARTY. The foregoing indemnities shall survive the termination of this Agreement, the foreclosure of the Security Instrument or conveyance in lieu of foreclosure and the repayment of the Loan and the discharge and release of the Loan Documents. Any amount to be paid hereunder shall be subject to and governed by the provisions of Section 4.2 hereof.

Indemnity of Lender. Borrower shall indemnify and hold harmless Lender BORROWER SHALL DEFEND, INDEMNIFY AND HOLD HARMLESS LENDER AND ITS DIRECTORS, OFFICERS, AGENTS, EMPLOYEES AND ATTORNEYS (for purposes of this subsectionCOLLECTIVELY, the term THE “Lender” shall include the directorsINDEMNITEE”) FROM AND AGAINST: (A) ALL CLAIMS, officersDEMANDS AND CAUSES OF ACTION ASSERTED AGAINST ANY INDEMNITEE BY ANY PERSON OR ENTITY IF THE CLAIM, employees and agents of Lender and any persons or entities owned or controlled byDEMAND OR CAUSE OF ACTION DIRECTLY OR INDIRECTLY RELATES TO ANY CLAIM, owning or controlling, or under common control or affiliated with Lender) from and against, and reimburse them for, all claims, demands, liabilities, losses, damages, causes of action, judgments, penalties, costs and expenses (including, without limitation, reasonable attorney's fees) which may be imposed upon, asserted against or incurred or paid by them by reason of, on account of or in connection with any bodily injury or death or property damage occurring in or upon or in the vicinity of the Property through any cause whatsoever or asserted against them on account of any act performed or omitted to be performed hereunder or on account of any transaction arising out of or in any way connected with the Property or with this Agreement or any other Loan Document. WITHOUT LIMITATION, IT IS THE INTENTION DEMAND OR CAUSE OF BORROWER AND BORROWER AGREES ACTION THAT THE FOREGOING INDEMNITIES SHALL APPLY TO EACH INDEMNIFIED PARTY WITH RESPECT TO PERSON OR ENTITY HAS OR ASSERTS AGAINST BORROWER, ANY GUARANTOR OR PRINCIPAL, INCLUDING WITHOUT LIMITATION CLAIMS, DEMANDSDEMANDS AND CAUSES OF ACTION ARISING OUT OF ANY COMMISSION, CHARGE OR BROKERAGE FEE INCURRED IN CONNECTION WITH THE LOAN; AND (B) ALL LIABILITIES, LOSSES, DAMAGES, CAUSES OF ACTION, JUDGMENTS, PENALTIES, DAMAGES AND COSTS AND EXPENSES (INCLUDING, WITHOUT LIMITATION, REASONABLE ATTORNEY'S INCLUDING COURT COSTS AND ATTORNEYS’ FEES) WHICH INCURRED BY ANY INDEMNITEE AS A RESULT OF ANY CLAIM, DEMAND OR CAUSE OF ACTION DESCRIBED IN WHOLE SUBPARAGRAPH (A). LENDER’S INDEMNITY RIGHTS SHALL NOT BE LIMITED, PREJUDICED OR IMPAIRED IN PART ARE CAUSED ANY WAY BY ANY FINDING OR ARISE OUT OF THE NEGLIGENCE OF SUCH (AND/ALLEGATION THAT LENDER’S CONDUCT IS ACTIVE, PASSIVE OR SUBJECT TO ANY OTHER CLASSIFICATION OR THAT LENDER IS DIRECTLY OR INDIRECTLY RESPONSIBLE UNDER ANY THEORY FOR ANY ACT OR OMISSION BY BORROWER OR ANY OTHER) INDEMNIFIED PARTY OTHER PERSON OR ANY STRICT LIABILITYENTITY. HOWEVERNOTWITHSTANDING THE FOREGOING, SUCH INDEMNITIES BORROWER SHALL NOT APPLY BE OBLIGATED TO ANY INDEMNIFIED PARTY INDEMNIFY LENDER WITH RESPECT TO THE EXTENT THE SUBJECT CONSEQUENCES OF THE INDEMNIFICATION IS CAUSED BY OR ARISES OUT ANY ACT OF THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT WHICH LENDER IS DETERMINED BY A COURT OF SUCH INDEMNIFIED PARTYCOMPETENT JURISDICTION (SUSTAINED ON APPEAL, IF ANY) TO HAVE COMMITTED BUT BORROWER DOES HEREBY EXPRESSLY CONFIRM AND AGREE THAT THIS INDEMNITY IS INTENDED TO COVER LENDER’S ORDINARY NEGLIGENCE. The foregoing indemnities shall survive the termination of this Agreement, the foreclosure of the Security Instrument or conveyance in lieu of foreclosure and the repayment of the Loan and the discharge and release of the Loan DocumentsBORROWER’S OBLIGATIONS UNDER THIS SECTION SHALL SURVIVE THE CANCELLATION OF THIS NOTE. Any amount to be paid hereunder shall be subject to and governed by the provisions of Section 4.2 hereof.PROMISSORY NOTE – Page 5

Indemnity of Lender. Borrower shall indemnify and hold harmless Lender BORROWER SHALL INDEMNIFY AND HOLD HARMLESS LENDER (for purposes of this subsectionFOR PURPOSES OF THIS SUBSECTION, the term “Lender” shall include the directorsTHE TERM "LENDER" SHALL INCLUDE THE DlRECTORS, officersOFFICERS, employees and agents of Lender and any persons or entities owned or controlled byEMPLOYEES AND AGENTS OF LENDER, owning or controllingANY PARTICIPANTS IN THE LOAN, or under common control or affiliated with LenderAND ANY PERSONS OR ENTITIES OWNED OR CONTROLLED BY, OWNING OR CONTROLLING, OR UNDER COMMON CONTROL OR AFFILIATED WITH LENDER) from and againstFROM AND AGAINST, and reimburse them forAND REIMBURSE THEM FOR, all claimsALL CLAIMS, demandsDEMANDS, liabilitiesLIABILITIES, lossesLOSSES, damagesDAMAGES, causes of actionCAUSES OF ACTION, judgmentsJUDGMENTS, penaltiesPENALTIES, costs and expenses COSTS AND EXPENSES (includingINCLUDING, without limitationWITHOUT LIMITATION, reasonable attorney's feesREASONABLE ATTORNEY'S FEES ACTUALLY INCURRED) which may be imposed uponWHICH MAY BE IMPOSED UPON, asserted against or incurred or paid by them by reason ofASSERTED AGAINST OR INCURRED OR PAID BY THEM BY REASON OF, on account of or in connection with any bodily injury or death or property damage occurring in or upon or in the vicinity of the Property through any cause whatsoever or asserted against them on account of any act performed or omitted to be performed hereunder or on account of any transaction arising out of or in any way connected with the Property or with this Agreement or any other Loan DocumentON ACCOUNT OF OR IN CONNECTION WITH ANY BODILY INJURY OR DEATH OR PROPERTY DAMAGE OCCURRING IN OR UPON OR IN THE VICINITY OF THE PREMISES THROUGH ANY CAUSE WHATSOEVER OR ASSERTED AGAINST THEM ON ACCOUNT OF ANY ACT PERFORMED OR OMITTED TO BE PERFORMED HEREUNDER BY BORROWER OR ITS AGENTS OR ON ACCOUNT OF ANY TRANSACTION ARISING OUT OF OR IN ANY WAY CONNECTED WITH THE PREMISES OR WITH THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT. WITHOUT LIMITATION, IT IS THE INTENTION OF BORROWER AND BORROWER AGREES THAT THE FOREGOING INDEMNITIES SHALL APPLY TO EACH INDEMNIFIED PARTY WITH PARTYWITH RESPECT TO CLAIMS, DEMANDS, LIABILITIES, LOSSES, DAMAGES, CAUSES OF ACTION, JUDGMENTS, PENALTIES, COSTS AND EXPENSES (INCLUDING, WITHOUT LIMITATION, REASONABLE ATTORNEY'S FEES) WHICH IN WHOLE OR IN PART ARE CAUSED BY OR ARISE OUT OF THE NEGLIGENCE OF SUCH (AND/OR ANY OTHER) INDEMNIFIED PARTY OR ANY STRICT LIABILITYPARTY. HOWEVER, SUCH INDEMNITIES SHALL NOT APPLY TO ANY INDEMNIFIED PARTY TO THE EXTENT THE SUBJECT OF THE INDEMNIFICATION IS CAUSED BY OR ARISES OUT OF THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF SUCH INDEMNIFIED PARTY. The foregoing indemnities shall survive the termination of this AgreementTHE FOREGOING INDEMNITIES SHALL SURVIVE THE TERMINATION OF THIS AGREEMENT, the foreclosure of the Security Instrument or conveyance in lieu of foreclosure and the repayment of the Loan and the discharge and release of the Loan Documents. Any amount to be paid hereunder shall be subject to and governed by the provisions of Section 4.2 hereof.THE FORECLOSURE OF THE MORTGAGE OR

Indemnity of Lender. Borrower shall indemnify and hold harmless Lender BORROWER SHALL DEFEND, INDEMNIFY AND HOLD HARMLESS LENDER AND ITS DIRECTORS, OFFICERS, AGENTS, EMPLOYEES AND ATTORNEYS (for purposes of this subsectionCOLLECTIVELY, the term THE “Lender” shall include the directorsINDEMNITEE”) FROM AND AGAINST: (A) ALL CLAIMS, officersDEMANDS AND CAUSES OF ACTION ASSERTED AGAINST ANY INDEMNITEE BY ANY PERSON OR ENTITY IF THE CLAIM, employees and agents of Lender and any persons or entities owned or controlled byDEMAND OR CAUSE OF ACTION DIRECTLY OR INDIRECTLY RELATES TO ANY CLAIM, owning or controlling, or under common control or affiliated with Lender) from and against, and reimburse them for, all claims, demands, liabilities, losses, damages, causes of action, judgments, penalties, costs and expenses (including, without limitation, reasonable attorney's fees) which may be imposed upon, asserted against or incurred or paid by them by reason of, on account of or in connection with any bodily injury or death or property damage occurring in or upon or in the vicinity of the Property through any cause whatsoever or asserted against them on account of any act performed or omitted to be performed hereunder or on account of any transaction arising out of or in any way connected with the Property or with this Agreement or any other Loan Document. WITHOUT LIMITATION, IT IS THE INTENTION DEMAND OR CAUSE OF BORROWER AND BORROWER AGREES ACTION THAT THE FOREGOING INDEMNITIES SHALL APPLY TO EACH INDEMNIFIED PARTY WITH RESPECT TO PERSON OR ENTITY HAS OR ASSERTS AGAINST BORROWER, ANY GUARANTOR OR PRINCIPAL, INCLUDING WITHOUT LIMITATION CLAIMS, DEMANDSDEMANDS AND CAUSES OF ACTION ARISING OUT OF ANY COMMISSION, CHARGE OR BROKERAGE FEE INCURRED IN CONNECTION WITH THE LOAN; AND (B) ALL LIABILITIES, LOSSES, DAMAGES, CAUSES OF ACTION, JUDGMENTS, PENALTIES, DAMAGES AND COSTS AND EXPENSES (INCLUDING, WITHOUT LIMITATION, REASONABLE ATTORNEY'S INCLUDING COURT COSTS AND ATTORNEYS’ FEES) WHICH INCURRED BY ANY INDEMNITEE AS A RESULT OF ANY CLAIM, DEMAND OR CAUSE OF ACTION DESCRIBED IN WHOLE SUBPARAGRAPH (A). LENDER’S INDEMNITY RIGHTS SHALL NOT BE LIMITED, PREJUDICED OR IMPAIRED IN PART ARE CAUSED ANY WAY BY ANY FINDING OR ARISE OUT OF THE NEGLIGENCE OF SUCH (AND/ALLEGATION THAT LENDER’S CONDUCT IS ACTIVE, PASSIVE OR SUBJECT TO ANY OTHER CLASSIFICATION OR THAT LENDER IS DIRECTLY OR INDIRECTLY RESPONSIBLE UNDER ANY THEORY FOR ANY ACT OR OMISSION BY BORROWER OR ANY OTHER) INDEMNIFIED PARTY OTHER PERSON OR ANY STRICT LIABILITYENTITY. HOWEVERNOTWITHSTANDING THE FOREGOING, SUCH INDEMNITIES BORROWER SHALL NOT APPLY BE OBLIGATED TO ANY INDEMNIFIED PARTY INDEMNIFY LENDER WITH RESPECT TO THE EXTENT THE SUBJECT CONSEQUENCES OF THE INDEMNIFICATION IS CAUSED BY OR ARISES OUT ANY ACT OF THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT WHICH LENDER IS DETERMINED BY A COURT OF SUCH INDEMNIFIED PARTYCOMPETENT JURISDICTION (SUSTAINED ON APPEAL, IF ANY) TO HAVE COMMITTED BUT BORROWER DOES HEREBY EXPRESSLY CONFIRM AND AGREE THAT THIS INDEMNITY IS INTENDED TO COVER LENDER’S ORDINARY NEGLIGENCE. The foregoing indemnities shall survive the termination of this Agreement, the foreclosure of the Security Instrument or conveyance in lieu of foreclosure and the repayment of the Loan and the discharge and release of the Loan Documents. Any amount to be paid hereunder shall be subject to and governed by the provisions of Section 4.2 hereofBORROWER’S OBLIGATIONS UNDER THIS SECTION SHALL SURVIVE THE CANCELLATION OF THIS NOTE.

Indemnity of Lender. Borrower shall indemnify and hold harmless Lender (for purposes of this subsectionBORROWER COVENANTS AND AGREES TO FULLY INDEMNIFY AND HOLD HARMLESS, the term “Lender” shall include the directorsLENDER FROM AND AGAINST ANY AND ALL COSTS, officers, employees and agents of Lender and any persons or entities owned or controlled by, owning or controlling, or under common control or affiliated with Lender) from and against, and reimburse them for, all claims, demands, liabilities, losses, damages, causes of action, judgments, penalties, costs and expenses (including, without limitation, reasonable attorney's fees) which may be imposed upon, asserted against or incurred or paid by them by reason of, on account of or in connection with any bodily injury or death or property damage occurring in or upon or in the vicinity of the Property through any cause whatsoever or asserted against them on account of any act performed or omitted to be performed hereunder or on account of any transaction arising out of or in any way connected with the Property or with this Agreement or any other Loan Document. WITHOUT LIMITATION, IT IS THE INTENTION OF BORROWER AND BORROWER AGREES THAT THE FOREGOING INDEMNITIES SHALL APPLY TO EACH INDEMNIFIED PARTY WITH RESPECT TO CLAIMS, DEMANDSLIENS, LIABILITIESDAMAGES, LOSSES, DAMAGESEXPENSES, FEES, FINES, PENALTIES, PROCEEDINGS, ACTIONS, DEMANDS, CAUSES OF ACTION, JUDGMENTSLIABILITY AND SUITS OF ANY KIND AND NATURE, INCLUDING BUT NOT LIMITED TO, PERSONAL OR BODILY INJURY, DEATH AND PROPERTY DAMAGE, MADE UPON THE LENDER, DIRECTLY OR INDIRECTLY ARISING OUT OF, RESULTING FROM OR RELATED TO BORROWER'S ACTIVITIES UNDER THIS LOAN AGREEMENT, INCLUDING ANY ACTS OR OMISSIONS OF BORROWER , ANY AGENT, OFFICER, DIRECTOR, REPRESENTATIVE, EMPLOYEE, CONSULTANT, OF BORROWER, AND ITS RESPECTIVE OFFICERS, AGENTS, EMPLOYEES, DIRECTORS AND REPRESENTATIVES WHILE IN THE EXERCISE OR PERFORMANCE OF THE RIGHTS OR DUTIES UNDER THIS LOAN AGREEMENT. IT IS FURTHER COVENANTED AND AGREED THAT SUCH INDEMNITY SHALL APPLY EVEN WHERE SUCH COSTS, CLAIMS, LIENS, DAMAGES, LOSSES, EXPENSES, FEES, FINES, PENALTIES, COSTS AND EXPENSES (INCLUDINGACTIONS, WITHOUT LIMITATIONDEMANDS, REASONABLE ATTORNEY'S FEES) WHICH CAUSES OF ACTION, LIABILITY AND/OR SUITS ARISE IN WHOLE OR IN ANY PART ARE CAUSED BY OR ARISE OUT OF FROM THE NEGLIGENCE OF SUCH (AND/LENDER UNDER THIS LOAN AGREEMENT. THE PROVISIONS OF THIS INDEMNIFICATION AGREEMENT ARE SOLELY FOR THE BENEFIT OF THE PARTIES HERETO AND NOT INTENDED TO CREATE OR GRANT ANY OTHER) INDEMNIFIED PARTY RIGHTS, CONTRACTUAL OR ANY STRICT LIABILITY. HOWEVEROTHERWISE, SUCH INDEMNITIES SHALL NOT APPLY TO ANY INDEMNIFIED PARTY OTHER PERSON OR ENTITY. BORROWER SHALL PROMPTLY ADVISE LENDER IN WRITING OF ANY CLAIM OR DEMAND AGAINST THE LENDER OR BORROWER KNOWN TO BORROWER RELATED TO OR ARISING OUT OF BORROWER'S ACTIVITIES UNDER THIS LOAN AGREEMENT AND SHALL SEE TO THE EXTENT INVESTIGATION AND DEFENSE OF SUCH CLAIM OR DEMAND AT BORROWER'S COST. LENDER SHALL HAVE THE SUBJECT RIGHT, AT ITS OPTION AND AT ITS OWN EXPENSE, TO PARTICIPATE IN SUCH DEFENSE WITHOUT RELIEVING BORROWER OF ANY OF THEIR OBLIGATIONS UNDER THIS PARAGRAPH. PAGE 50 IT IS THE EXPRESS INTENT OF THE INDEMNIFICATION PARTIES TO THIS LOAN AGREEMENT THAT THE INDEMNITY PROVIDED FOR IN THIS SECTION IS CAUSED AN INDEMNITY EXTENDED BY OR ARISES OUT BORROWER TO INDEMNIFY, PROTECT AND HOLD HARMLESS THE LENDER FROM THE CONSEQUENCES OF THE GROSS NEGLIGENCE LENDER'S OWN NEGLIGENCE. BORROWER FURTHER AGREE TO DEFEND, AT THEIR OWN EXPENSE, AND ON BEHALF OF THE LENDER AND IN THE NAME OF THE LENDER, ANY CLAIM OR WILLFUL MISCONDUCT LITIGATION BROUGHT AGAINST THE LENDER IN CONNECTION WITH ANY SUCH INJURY, DEATH OR DAMAGE FOR WHICH THIS INDEMNITY SHALL APPLY, AS SET FORTH ABOVE. THE COVENANTS AND AGREEMENTS CONTAINED IN THIS SECTION SHALL SURVIVE THE CONSUMMATION OF SUCH INDEMNIFIED PARTY. The foregoing indemnities shall survive the termination of this Agreement, the foreclosure of the Security Instrument or conveyance in lieu of foreclosure and the repayment of the Loan and the discharge and release of the Loan Documents. Any amount to be paid hereunder shall be subject to and governed by the provisions of Section 4.2 hereofTHE TRANSACTIONS CONTEMPLATED BY THIS LOAN AGREEMENT.