SAMPLE INDEMNIFICATION PROVISIONS Sample …

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[NYCORP; :4245B:06/12/00 4:35p] SAMPLE INDEMNIFICATION PROVISIONSSample INDEMNIFICATION provision from credit agreementcommitment letter (1999):You agree (a) to indemnify and hold harmless BigBank, BBSI, their affiliates and their respectiveofficers, directors, employees, advisors, and agents(each, an "indemnified person") from and against anyand all losses, claims, damages and liabilities towhich any such indemnified person may become subjectarising out of or in connection with this CommitmentLetter, the Facilities, the use of the proceedsthereof, the Transactions or any related transactionor any claim, litigation, investigation orproceeding relating to any of the foregoing,regardless of whether any indemnified person is aparty thereto, and to reimburse each indemnifiedperson upon demand for any reasonable legal or otherexpenses incurred in connection with investigatingor defending any of the foregoing, provided that theforegoing indemnity will not, as to any indemnifiedperson, apply to losses, claims, damages,liabilities or related expenses to the extent theyare found by a final, non-appealable judgment of acourt to arise from the willful misconduct or grossnegligence of such indemnified person, and (b)

[NYCORP;1086083.1:4245B:06/12/00–4:35p] SAMPLE INDEMNIFICATION PROVISIONS Sample Indemnification provision from credit agreement commitment letter (1999): You agree (a) to indemnify and hold harmless Big

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