Common use of Indemnification; Exculpation Clause in Contracts

Indemnification; Exculpation. Borrower shall pay and protect, defend and indemnify each Lender, Agent and each Lender’s and Agent’s employees, officers, directors, shareholders, affiliates, correspondents, agents and representatives (other than ▇▇▇▇▇▇, collectively “Representatives”) against, and hold each Lender, Agent and each of such Representatives harmless from, all claims, actions, proceedings, liabilities, damages, losses, reasonable documented out-of-pocket expenses (limited to, in the case of legal expenses, reasonable documented out-of- pocket attorneys’ charges and disbursements) and other amounts incurred by each Lender, Agent and each of such Representatives, 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 any Lender’s, Agent’s or any of such Representative’s gross negligence or willful misconduct. This indemnification shall survive the payment and satisfaction of all of Borrower’s Obligations to Lenders.

Indemnification; Exculpation. Borrower shall pay and protect, defend and indemnify each Lender, Agent and each Lender’s and Agent’s employees, officers, directors, shareholders, affiliates, correspondents, agents and representatives (other than ▇▇▇▇▇▇Lender, collectively “RepresentativesIndemnified Parties”) against, and hold each Lender, Agent and each of such Representatives Indemnified Parties harmless from, all claims, actions, proceedings, liabilities, damages, losses, expenses (including, without limitation, reasonable and documented attorneys’ fees and out-of-pocket expenses (limited to, in the case of legal expenses, reasonable documented out-of- pocket attorneys’ charges and disbursementscosts) and other amounts actually incurred by each Lender, Agent and each of such RepresentativesIndemnified Parties, 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 any Lender’s, Agent’s or any of such Representative’s Indemnified Parties’ gross negligence or willful misconduct. This indemnification shall survive the payment and satisfaction of all of Borrower’s Obligations to Lenders.

Indemnification; Exculpation. Borrower shall pay and protect, defend and indemnify each Lender, Agent and each Lender’s and Agent’s employees, officers, directors, shareholders, affiliates, correspondents, agents and representatives (other than ▇▇▇▇▇▇, collectively “Representatives”) against, and hold each Lender, Agent and each of such their Representatives harmless from, all claims, actions, proceedings, liabilities, damages, losses, reasonable documented out-of-pocket expenses (limited toincluding, in the case of legal expenseswithout limitation, reasonable documented out-of- pocket attorneys’ charges fees and disbursementscosts) and other amounts incurred by each Lender, Agent and each of such their Representatives, 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 any Lender’s, Agent’s or any of such their Representative’s gross negligence or willful misconduct. This indemnification shall survive the payment and satisfaction of all of Borrower’s Obligations to Lenders. Each Lender hereby acknowledges that it is a United States Person (as defined in Section 7701(a)(30) of the Internal Revenue Code) and that it will, upon request from Borrower, provide Borrower with a properly completed and executed Internal Revenue Service Form W-9.

Indemnification; Exculpation. Borrower Each Loan Party shall pay and protect, defend and indemnify each Lender, Agent and each Lender’s and Agent’s employees, officers, directors, shareholders, affiliates, correspondents, agents and representatives (other than ▇▇▇▇▇▇Lender, collectively “RepresentativesIndemnified Parties”) against, and hold each Lender, Agent and each of such Representatives Indemnified Parties harmless from, all claims, actions, proceedings, liabilities, damages, losses, reasonable documented out-of-pocket expenses (limited toincluding, in the case of legal expenseswithout limitation, reasonable documented out-of- pocket attorneys’ charges fees and disbursementscosts) and other amounts incurred by each Lender, Agent and each of such RepresentativesIndemnified Parties, arising from (i) the matters contemplated by this Agreement or any other Loan Documents, (ii) any dispute between Borrower a Loan Party and a third party, or (iii) any contention that Borrower a Loan Party 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 any Lender’s, Agent’s or any of such Representative’s Indemnified Parties’ gross negligence or willful misconduct. This indemnification shall survive the payment and satisfaction of all of Borrower’s Obligations to Lenders.

Indemnification; Exculpation. Borrower shall pay and protect, defend and indemnify each Lender, Agent and each LenderL▇▇▇▇▇’s and Agent’s employees, officers, directors, shareholders, affiliates, correspondents, agents and representatives (other than ▇▇▇▇▇▇Lender, collectively “RepresentativesIndemnified Parties”) against, and hold each Lender, Agent and each of such Representatives Indemnified Parties harmless from, all claims, actions, proceedings, liabilities, damages, losses, reasonable and documented out-of-pocket expenses (limited toincluding, in the case of legal expenseswithout limitation, reasonable documented out-of- pocket attorneys’ charges fees and disbursementscosts) and other amounts incurred by each LenderL▇▇▇▇▇, Agent and each of such RepresentativesIndemnified Parties, arising from (i) the matters contemplated by this Agreement or any other Loan Documents, (ii) any dispute between Borrower B▇▇▇▇▇▇▇ and a third party, or (iii) any contention that Borrower B▇▇▇▇▇▇▇ 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 any LenderL▇▇▇▇▇’s, Agent’s or any of such Representative’s Indemnified Parties’ gross negligence negligence, bad faith or willful misconduct. This indemnification shall survive the payment and satisfaction of all of Borrower’s Obligations to LendersLender.