Survival. This Settlement and the opposite Mortgage Documents and all covenants, agreements, representations and warranties herein and therein and within the certificates delivered pursuant hereto and thereto, shall continue to exist the making by way of Lender of the Mortgage and the execution and delivery to Lender of the Notice and shall continue in full force and effect provided that the Notice and any other Tasks are outstanding and unpaid.
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Indemnification. Borrower shall, and hereby consents to, indemnify, defend and hang innocuous Lender, any Affiliate of Lender and their respective administrators, officers, dealers, workers and information from and against any and all losses, claims, damages, liabilities, deficiencies, judgments or expenses incurred by means of any of them (with the exception of to the extent that it is eventually judicially decided to have resulted from their very own gross negligence or willful misconduct) due to, or arising out of or as a consequence of any litigation, investigations, claims or proceedings which come up out of or are in any respect associated to, (i) this Settlement or some other Mortgage File, or the transactions reflected hereby or thereby, (ii) any actual or proposed use by way of Borrower of the proceeds of the Mortgage, and (iii) any Default, Adventure of Default or every other breach via Borrower of any of the provisions of this Agreement or some other Loan Report, including, without problem, quantities paid in settlement, courtroom prices and affordable fees and disbursements of suggestions incurred in connection with this type of litigation, investigation, declare or continuing or any advice rendered in connection with any of the foregoing. If and to the extent that any Duties are unenforceable for any motive, Borrower hereby has the same opinion to make the maximum contribution to the fee and satisfaction of such Obligations which is permissible underneath applicable regulation. Borrower’s tasks set forth on this shall live to tell the tale any termination of this Agreement and each other Mortgage Document and the fee in stuffed with the Tasks, and are along with, and not in substitution of, every other of its tasks set forth on this Settlement or in any other case. In addition, Borrower shall, upon demand, pay to Lender all costs and Expenses (together with the reasonable fees and disbursements of tips) paid or incurred with the aid of Lender in (i) implementing or defending its rights underneath or in recognize of this Agreement or every other Loan Report, (ii) collecting the Loan, (iii) foreclosing or otherwise amassing upon any Collateral and (iv) acquiring any legal, accounting or other advice in connection with any of the foregoing. For the avoidance of doubt, the foregoing indemnity comprises, with out trouble, any claims bobbing up from or in terms of the Repledge Collateral and the Master Unfold Acquisition Agreement.
This new people hereto concur that, despite folks affiliation that may exists starting from Borrower and you may also Bank, the partnership ranging from Borrower and you will Lender will likely be best that of a borrower and you can also a lender
Nonliability of Bank. Borrower (i) has the same opinion that Lender shall not have any legal responsibility to Borrower (whether sounding in tort, contract or in any other case) for losses suffered by means of Borrower in reference to, bobbing up out of, or by any means related to, the transactions meditated and the relationship dependent by this agreement, the other loan paperwork or some other agreement entered into in connection herewith or any act, omission or experience happening in connection therewith, except it’s determined by using a judgment of a court docket that is binding on Lender (which judgment shall be final and now not subject to review on enchantment), that such losses have been the results of acts or omissions on the part of Lender constituting gross negligence or willful misconduct and (ii) waives, releases and agrees to not sue upon any declare towards Lender (whether sounding in tort, contract or otherwise), except for a claim based upon gross negligence or willful misconduct. Whether or not such damages are related to a declare that is subject to such waiver and whether or not or now not such waiver is effective, Lender shall no longer have any liability with respect to, and Borrower hereby waives, releases and is of the same opinion not to sue upon any declare for, any unique, oblique, consequential or punitive damages suffered via Borrower in reference to, arising out of, or by any means associated to the transactions reflected or the connection centered via this Settlement, the opposite mortgage documents or another settlement entered into in connection herewith or therewith or any act, omission or event taking place in connection herewith or therewith mortgage locations Pinckard AL, except it is determined by a judgment of a courtroom that is binding on Lender (which judgment will be last and no longer topic to review on attraction), that such damages had been the result of acts or omissions on the a part of Lender, as applicable, constituting willful misconduct or gross negligence.