Common use of Indemnification of Lender Clause in Contracts

Indemnification of Lender. Borrower shall indemnify Lender and its respective affiliates, subsidiaries, directors, officers and employees against all losses, claims, damages, penalties, judgments, liabilities and reasonable expenses (including, without limitation, all expenses of litigation or preparation therefor whether or not Lender is a party thereto) which any of them may pay or incur arising out of or relating to this Agreement, the other Loan Documents, the transactions contemplated hereby or the direct or indirect application or proposed application of the proceeds of any Loan hereunder; provided, however, that nothing herein shall obligate Borrower to indemnify Lender from and against any losses, claims, damages, penalties, judgments, liabilities and expenses, imposed on or incurred by Lender by reason of Lender's willful misconduct or gross negligence. The obligations of Borrower under this paragraph shall survive the termination of this Agreement.