Common use of Indemnification of the Agent Clause in Contracts

Indemnification of the Agent. Each Lender agrees to indemnify the Agent (to the extent not reimbursed by the Borrower or the Servicer), ratably in accordance its Pro Rata Share, from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever which may be imposed on, incurred by, or asserted against the Agent in any way relating to or arising out of this Agreement or any of the other Transaction Documents, or any action taken or omitted by the Agent hereunder or thereunder; provided that the Lenders shall not be liable for any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements resulting from the Agent’s fraud, gross negligence or willful misconduct. Without limitation of the foregoing, each Lender agrees to reimburse the Agent, ratably in accordance with its Pro Rata Share, promptly upon demand, for any out-of-pocket expenses (including counsel fees) incurred by the Agent in connection with the administration, modification, amendment or enforcement (whether through negotiations, legal proceedings or otherwise) of, or legal advice in respect of rights or responsibilities under, this Agreement and the other Transaction Documents, to the extent that such expenses are incurred in the interests of or otherwise in respect of the Lenders, or the Lenders hereunder and/or thereunder and to the extent that the Agent is not reimbursed for such expenses by the Borrower or the Servicer.

Indemnification of the Agent. Each Lender agrees The Bank Investors agree to indemnify the Agent (to the extent not reimbursed by the Borrower or the ServicerTransferor), ratably in accordance its Pro Rata Sharewith their respective Commitments, from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever which may be imposed on, incurred by, or asserted against the Agent in any way relating to or arising out of this Agreement Agreement, any Letter of Credit or any of the other Transaction Documents, Document or any action taken or omitted by the Agent hereunder or thereunder; , provided that the Lenders Bank Investors shall not be liable for any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements resulting from the Agent’s fraud, gross negligence or willful misconduct. Without limitation of the foregoing, each Lender agrees the Bank Investors agree to reimburse the Agent, ratably in accordance with its Pro Rata Sharetheir respective Commitments, promptly upon demand, demand for any out-of-pocket expenses (including counsel fees) incurred by the Agent in connection with the administration, modification, amendment or enforcement (whether through negotiations, legal proceedings or otherwise) of, or legal advice in respect of rights or responsibilities under, this Agreement and the other Transaction Documents, to the extent that such expenses are incurred incurred, in the determination of the Agent, in the interests of or otherwise in respect of the Lenders, or the Lenders Bank Investors hereunder and/or thereunder and to the extent that the Agent is not reimbursed for such expenses by the Borrower or Transferor. Solely for purposes of this Section 9.4 (i) the Servicer.Administrative Agent for Reliant Trust shall be deemed to be the sole Bank Investor for its Related Group having a Commitment equal to the aggregate Commitment of TD Bank and Reliant Trust and (ii) Reliant Trust shall be deemed not to be a Bank Investor. ​

Indemnification of the Agent. Each Lender agrees The Bank Investors agree to indemnify the Agent (to the extent not reimbursed by the Borrower or the ServicerTransferor), ratably in accordance its with their Pro Rata ShareShares, from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever which may be imposed on, incurred by, or asserted against the Agent in any way relating to or arising out of this Agreement or any of the other Transaction Documents, or any action taken or omitted by the Agent Agent, any of the other Transaction Documents hereunder or thereunder; , provided that the Lenders Bank Investors shall not be liable for any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements resulting from the Agent’s fraud, 's gross negligence or willful misconduct. Without limitation of the foregoing, each Lender agrees the Bank Investors agree to reimburse the Agent, ratably in accordance with its their Pro Rata ShareShares, promptly upon demand, demand for any out-of-pocket expenses (including counsel fees) incurred by the Agent in connection with the administration, modification, amendment or enforcement (whether through negotiations, legal proceedings or otherwise) of, or legal advice in respect of rights or responsibilities under, this Agreement and the other Transaction Documents, to the extent that such expenses are incurred in the interests of or otherwise in respect of the Lenders, or the Lenders Bank Investors hereunder and/or thereunder and to the extent that the Agent is not reimbursed for such expenses by the Borrower or the ServicerTransferor.

Indemnification of the Agent. Each Lender agrees The Owners agree to indemnify the Agent (to the extent not reimbursed by the Borrower or the ServicerTransferor), ratably in accordance its with their Pro Rata ShareShares, from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses (including attorneys' fees), or disbursements of any kind or nature whatsoever which may be imposed on, incurred by, or asserted against the Agent (including by the Buyer or any other Owner) in any way relating to or arising out of this Agreement or any of the other Transaction Documents, Document or the transactions contemplated thereby or any action taken or omitted by the Agent hereunder under this Agreement or thereunder; any other Transaction Document, provided that the Lenders no other Owners shall not be liable for any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements resulting the foregoing to the extent they arise from the Agent’s fraud, gross negligence or willful misconductmisconduct of the Person indemnified. Without limitation of the foregoing, each Lender agrees the other Owners agree to reimburse the Agent, ratably in accordance with its their Pro Rata ShareShares, promptly upon demand, demand for any out-of-pocket expenses (including counsel attorneys' fees) incurred by the Agent in connection with the administration, modification, amendment or enforcement (whether through negotiations, legal proceedings or otherwise) of, or legal advice in respect of rights or responsibilities under, this Agreement and the other Transaction Documents, to the extent that such expenses are incurred in the interests of or otherwise in respect of the Lenders, or the Lenders other Owners hereunder and/or thereunder and to the extent that the Agent is not reimbursed for such expenses by the Borrower or Transferor. The agreements contained in this Section shall survive payment in full of the ServicerBuyer's Net Investment and all other amounts payable under this Agreement.

Indemnification of the Agent. Each Lender agrees The Bank Investors agree to indemnify the Agent (to the extent not reimbursed by the Borrower or the ServicerTransferor), ratably in accordance its with their Pro Rata ShareShares, from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses (including attorneys' fees), or disbursements of any kind or nature whatsoever which may be imposed on, incurred by, or asserted against the Agent (including by the Company or any Bank Investor) in any way relating to or arising out of this Agreement or any of the other Transaction Documents, Document or the transactions contemplated thereby or any action taken or omitted by the Agent hereunder under this Agreement or thereunder; provided any other Transaction Document, PROVIDED that the Lenders no Bank Investor shall not be liable for any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements resulting the foregoing to the extent they arise from the Agent’s fraud, gross negligence or willful misconductmisconduct of the Person indemnified. Without limitation of the foregoing, each Lender agrees the Bank Investors agree to reimburse the Agent, ratably in accordance with its their Pro Rata ShareShares, promptly upon demand, demand for any out-of-pocket expenses (including counsel attorneys' fees) incurred by the Agent in connection with the administration, modification, amendment or enforcement (whether through negotiations, legal proceedings or otherwise) of, or legal advice in respect of rights or responsibilities under, this Agreement and the other Transaction Documents, to the extent that such expenses are incurred in the interests of or otherwise in respect of the Lenders, or the Lenders Bank Investors hereunder and/or thereunder and to the extent that the Agent is not reimbursed for such expenses by the Borrower or Transferor. The agreements contained in this Section shall survive payment in full of the ServicerNet Investment and all other amounts payable under this Agreement.

Indemnification of the Agent. Each Lender agrees The Bank Investors agree to indemnify the Agent (to the extent not reimbursed by the Borrower or the ServicerTransferor), ratably in accordance its Pro Rata Sharewith their respective Commitments, from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever which may be imposed on, incurred by, or asserted against the Agent in any way relating to or arising out of this Agreement Agreement, any Letter of Credit or any of the other Transaction Documents, Document or any action taken or omitted by the Agent hereunder or thereunder; , provided that the Lenders Bank Investors shall not be liable for any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements resulting from the Agent’s fraud, gross negligence or willful misconduct. Without limitation of the foregoing, each Lender agrees the Bank Investors agree to reimburse the Agent, ratably in accordance with its Pro Rata Sharetheir respective Commitments, promptly upon demand, demand for any out-of-pocket expenses (including counsel fees) incurred by the Agent in connection with the administration, modification, amendment or enforcement (whether through negotiations, legal proceedings or otherwise) of, or legal advice in respect of rights or responsibilities under, this Agreement and the other Transaction Documents, to the extent that such expenses are incurred incurred, in the determination of the Agent, in the interests of or otherwise in respect of the Lenders, or the Lenders Bank Investors hereunder and/or thereunder and to the extent that the Agent is not reimbursed for such expenses by the Borrower or Transferor. Solely for purposes of this Section 9.4, (i) the ServicerAdministrative Agent for Salisbury shall be deemed to be a Bank Investor having a Commitment equal to the Commitment of Salisbury and (ii) Salisbury shall not be deemed to be a Bank Investor.

Indemnification of the Agent. Each Lender agrees Without limiting the obligations of TIMET under this Agreement or under any other Loan Document, the Lenders agree to indemnify the Agent (to the extent not reimbursed by the Borrower or the Servicer)Agent, ratably in accordance its Pro Rata Sharewith their respective Percentage Interests, from and against for any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses expenses, or disbursements of any kind or nature whatsoever which that may at any time be imposed on, incurred by, or asserted against the Agent in any way relating to or arising out of this Agreement or any other Loan Document, any documents contemplated by or referred to herein or therein, the transactions contemplated hereby or thereby, or the enforcement of any of the terms hereof or thereof or of any such other Transaction Documentsdocuments; provided, or any action taken or omitted by the Agent hereunder or thereunder; provided that the Lenders no Lender shall not be liable for any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements resulting the foregoing to the extent they result from the Agent’s fraud, gross negligence or willful misconductmisconduct of the Agent. Without limitation of limiting the foregoing, each Lender agrees to reimburse the Agent, ratably Agent promptly on demand in accordance with its Pro Rata Share, promptly upon demand, proportion to such Lender’s Percentage Interests for any out-of-pocket expenses (expenses, including counsel attorney fees) , including, without limitation, fees incurred at trial, on appeal or review, or in a bankruptcy case or proceeding, or by the Agent in connection with the administrationnegotiation, preparation, execution, delivery, modification, amendment or enforcement (whether through negotiationsadministration, legal proceedings or otherwise) ofenforcement, or legal advice in respect preservation of rights or responsibilities under, this Agreement and the other Transaction Documents, to the extent that such expenses are incurred in the interests of or otherwise in respect of the Lenders, or the Lenders hereunder and/or thereunder and to the extent that the Agent is not reimbursed for such expenses by the Borrower or the Servicerany Loan Document.

Indemnification of the Agent. Each Lender agrees The Bank Investors agree to indemnify the Agent (to the extent not reimbursed by the Borrower or the ServicerPledgors), ratably in accordance its with their Pro Rata ShareShares, from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses (including attorneys' fees), or disbursements of any kind or nature whatsoever which may be imposed on, incurred by, or asserted against the Agent (including by the Company or any Bank Investor) in any way relating to or 106 112 arising out of this Agreement or any of the other Transaction Documents, Document or the transactions contemplated thereby or any action taken or omitted by the Agent hereunder under this Agreement or thereunder; any other Transaction Document, provided that the Lenders no Bank Investors shall not be liable for any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements resulting the foregoing to the extent they arise from the Agent’s fraud, gross negligence or willful misconductmisconduct of the Person indemnified. Without limitation of the foregoing, each Lender agrees the Bank Investors agree to reimburse the Agent, ratably in accordance with its their Pro Rata ShareShares, promptly upon demand, demand for any out-of-pocket expenses (including counsel attorneys' fees) incurred by the Agent in connection with the administration, modification, amendment or enforcement (whether through negotiations, legal proceedings or otherwise) of, or legal advice in respect of rights or responsibilities under, this Agreement and the other Transaction Documents, to the extent that such expenses are incurred in the interests of or otherwise in respect of the Lenders, or the Lenders Bank Investors hereunder and/or thereunder and to the extent that the Agent is not reimbursed for such expenses by the Borrower or Pledgors. The agreements contained in this Section shall survive payment in full of the ServicerNet Investment and all other amounts payable under this Agreement.

Indemnification of the Agent. Each Lender Bank Investor agrees to indemnify the Agent (to the extent not reimbursed by the Borrower or the ServicerTransferor), ratably in accordance with its respective Pro Rata Share, from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses (including attorneys' fees), or disbursements of any kind or nature whatsoever which may be imposed on, incurred by, or asserted against the Agent (including by a Conduit or a Bank Investor) in any way relating to or arising out of this Agreement or any of the other Transaction Documents, Document or the transactions contemplated thereby or any action taken or omitted by the Agent hereunder under this Agreement or thereunder; any other Transaction Document provided that the Lenders no Bank Investor shall not be liable for any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements resulting the foregoing to the extent they arise from the Agent’s fraud, gross negligence or willful misconductmisconduct of the Person indemnified. Without limitation of the foregoing, each Lender Bank Investor agrees to reimburse the Agent, ratably in accordance with its respective Pro Rata Share, promptly upon demand, demand for any out-of-pocket expenses (including counsel attorneys' fees) incurred by the Agent in connection with the administration, modification, amendment or enforcement (whether through negotiations, legal proceedings or otherwise) of, or legal advice in respect of rights or responsibilities under, this Agreement and the other Transaction Documents, to the extent that such expenses are incurred in the interests of or otherwise in respect of the Lenders, or the Lenders Bank Investors hereunder and/or thereunder and to the extent that the Agent is not reimbursed for such expenses by the Borrower or Transferor. The agreements contained in this Section shall survive payment in full of the Serviceraggregate of the Net Investment for all Classes and all other amounts payable under this Agreement.

Indemnification of the Agent. Each Lender agrees The Enterprise Bank Investors, the Atlantic Bank Investors and the Liberty Bank Investors each agree to indemnify the Agent (to the extent not reimbursed by the Borrower or the ServicerTransferor), ratably in accordance its with their Pro Rata ShareShares, from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever which may be imposed on, incurred by, or asserted against the Agent in any way relating to or arising out of this Agreement or any of the other Transaction Documents, or any action taken or omitted by the Agent Agent, any of the other Transaction Documents hereunder or thereunder; provided , PROVIDED that the Lenders Enterprise Bank Investors, the Atlantic Bank Investors and the Liberty Bank Investors shall not be liable for any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements resulting from the Agent’s fraud, 's gross negligence or willful misconduct. Without limitation of the foregoing, the Enterprise Bank Investors, the Atlantic Bank Investors and the Liberty Bank Investors each Lender agrees agree to reimburse the Agent, ratably in accordance with its their Pro Rata ShareShares, promptly upon demand, demand for any out-of-pocket expenses (including counsel fees) incurred by the Agent in connection with the administration, modification, amendment or enforcement (whether through negotiations, legal proceedings or otherwise) of, or legal advice in respect of rights or responsibilities under, this Agreement and the other Transaction Documents, to the extent that such expenses are incurred in the interests of or otherwise in respect of the LendersEnterprise Bank Investors, the Atlantic Bank Investors or the Lenders Liberty Bank Investors hereunder and/or thereunder and to the extent that the Agent is not reimbursed for such expenses by the Borrower or the ServicerTransferor.

Indemnification of the Agent. Each Lender agrees The Bank Investors agree to indemnify the Agent (to the extent not reimbursed by the Borrower or the ServicerTransferor), ratably in accordance its Pro Rata Sharewith their respective Commitments, from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever which may be imposed on, incurred by, or asserted against the Agent in any way relating to or arising out of this Agreement or any of the other Transaction Documents, or any action taken or omitted by the Agent Agent, any of the other Transaction Documents hereunder or thereunder; , provided that the Lenders Bank Investors shall not be liable for any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements resulting from the Agent’s fraud, gross negligence or willful misconduct. Without limitation of the foregoing, each Lender agrees the Bank Investors agree to reimburse the Agent, ratably in accordance with its Pro Rata Sharetheir respective Commitments, promptly upon demand, demand for any out-of-pocket expenses (including counsel fees) incurred by the Agent in connection with the administration, modification, amendment or enforcement (whether through negotiations, legal proceedings or otherwise) of, or legal advice in respect of rights or responsibilities under, this Agreement and the other Transaction Documents, to the extent that such expenses are incurred in the interests of or otherwise in respect of the Lenders, or the Lenders Bank Investors hereunder and/or thereunder and to the extent that the Agent is not reimbursed for such expenses by the Borrower or Transferor. Solely for purposes of this Section 9.4, (i) the ServicerAdministrative Agent for Salisbury shall be deemed to be a Bank Investor having a Commitment equal to the Commitment of Salisbury and (ii) Salisbury shall not be deemed to be a Bank Investor.

Indemnification of the Agent. Each Lender agrees The Bank Investors agree to indemnify the Agent (to the extent not reimbursed by the Borrower or the ServicerTransferor), ratably in accordance its with their Pro Rata ShareShares, from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses (including attorneys' fees), or disbursements of any kind or nature whatsoever which may be imposed on, incurred by, or asserted against the Agent (including by the Buyers or any Bank Investor) in any way relating to or arising out of this Agreement or any of the other Transaction Documents, Document or the transactions contemplated thereby or any action taken or omitted by the Agent hereunder under this Agreement or thereunder; any other Transaction Document, provided that the Lenders no Bank Investors shall not be liable for any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements resulting the foregoing to the extent they arise from the Agent’s fraud, gross negligence or willful misconductmisconduct of the Person indemnified. Without limitation of the foregoing, each Lender agrees the Bank Investors agree to reimburse the Agent, ratably in accordance with its their Pro Rata ShareShares, promptly upon demand, demand for any out-of-pocket expenses (including counsel attorneys' fees) incurred by the Agent in connection with the administration, modification, amendment or enforcement (whether through negotiations, legal proceedings or otherwise) of, or legal advice in respect of rights or responsibilities under, this Agreement and the other Transaction Documents, to the extent that such expenses are incurred in the interests of or otherwise in respect of the Lenders, or the Lenders Bank Investors hereunder and/or thereunder and to the extent that the Agent is not reimbursed for such expenses by the Borrower or Transferor. The agreements contained in this Section shall survive payment in full of the ServicerBuyers' Net Investment and all other amounts payable under this Agreement.

Indemnification of the Agent. Each Lender agrees The Bank Investors agree to indemnify the Agent (to the extent not reimbursed by the Borrower or the ServicerTransferor), ratably in accordance its with their Pro Rata ShareShares, from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever which may be imposed on, incurred by, or asserted against the Agent in any way relating to or arising out of this Agreement or any of the other Transaction Documents, or any action taken or omitted by the Agent Agent, any of the other Transaction Documents hereunder or thereunder; , provided that the Lenders Bank Investors shall not be liable for any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements resulting from the Agent’s fraud, 's gross negligence or willful misconduct. Without limitation of the foregoing, each Lender agrees the Bank Investors agree to reimburse the Agent, ratably in accordance with its their Pro Rata ShareShares, promptly upon demand, demand for any out-of-pocket expenses (including counsel fees) incurred by the Agent in connection with the administration, modification, amendment or enforcement (whether through negotiations, legal proceedings or otherwise) of, or legal advice in respect of rights or responsibilities under, this Agreement and the other Transaction Documents, to the extent that such expenses are incurred in the interests of or otherwise in respect of the Lenders, or the Lenders Bank Investors hereunder and/or thereunder and to the extent that the Agent is not reimbursed for such expenses by the Borrower or the Servicer.Transferor. Section 5.5

Indemnification of the Agent. Each Lender agrees The Lenders agree to indemnify the Agent (to the extent not reimbursed by the Borrower or and without limiting the Servicer), ratably obligation of the Borrower to do so) in accordance its with the Lenders' respective Pro Rata ShareShares, from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever which may at any time be imposed on, incurred by, or asserted against the Agent in any way relating to or arising out of this Agreement or any of the other Transaction Documents, Loan Documents or any action taken or omitted by the Agent hereunder or thereunderunder the Loan Documents; provided provided, however, that the Lenders no Lender shall not be liable for any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements resulting (i) to the extent arising from the Agent’s fraud, 's gross negligence or willful misconductmisconduct or (ii) if the Agent fails to follow the written direction of the Requisite Lenders unless such failure is pursuant to the Agent's good faith reliance on the advice of counsel of which the Lenders have received notice. Without limitation limiting the generality of the foregoing, each Lender agrees to reimburse the Agent, ratably in accordance with its Pro Rata Share, Agent promptly upon demand, demand for its ratable share of any out-of-pocket expenses (including counsel fees) reasonably incurred by the Agent in connection with the administrationpreparation, modificationexecution, amendment or enforcement (whether through negotiations, legal proceedings or otherwise) of, or legal advice in with respect of to the rights or responsibilities of the parties under, this Agreement and the other Transaction Loan Documents, to the extent that such expenses are incurred in the interests of or otherwise in respect of the Lenders, or the Lenders hereunder and/or thereunder and to the extent that the Agent is not reimbursed for such expenses by the Borrower Borrower. The agreements in this Section shall survive the payment of the Loans and all other amounts payable hereunder or under the Servicerother Loan Documents and the termination of this Agreement.

Indemnification of the Agent. Each Lender Bank Investor agrees to indemnify the Agent (to the extent not reimbursed by the Borrower or the ServicerTransferor), ratably (and not jointly) in accordance its Pro Rata Sharewith their respective Commitments, from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever which may be imposed on, incurred by, or asserted against the Agent (in its capacity as such) in any way relating to or arising out of this Agreement or any of and the other Transaction Documents, Documents or any action taken or omitted by the Agent hereunder or thereunder; , provided that the Lenders a Bank Investor shall not be liable for any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements resulting from the Agent’s fraud, 's gross negligence or willful misconduct. Without limitation of the foregoing, each Lender agrees the Bank Investors agree to reimburse the Agent, ratably (and not jointly) in accordance with its Pro Rata Sharetheir respective Commitments, promptly upon demand, demand for any out-of-pocket expenses (including counsel fees) incurred by the Agent (in its capacity as such) in connection with the administration, modification, amendment or enforcement (whether through negotiations, legal proceedings or otherwise) of, or legal advice in respect of rights or responsibilities under, this Agreement and the other Transaction Documents, to the extent that such expenses are incurred in the interests of or otherwise in respect of the Lenders, Senior Class Conduits or the Lenders Bank Investors hereunder and/or thereunder and to the extent that the Agent is not reimbursed for such expenses by the Borrower or the ServicerTransferor.

Indemnification of the Agent. Each Lender agrees The Bank Investors agree to indemnify the Agent (to the extent not reimbursed by the Borrower or the ServicerTransferor), ratably in accordance its Pro Rata Sharewith their respective Commitments, from and against any and all liabilities, obligations, losses, ​ ​ 123 ​ damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever which may be imposed on, incurred by, or asserted against the Agent in any way relating to or arising out of this Agreement Agreement, any Letter of Credit or any of the other Transaction Documents, Document or any action taken or omitted by the Agent hereunder or thereunder; , provided that the Lenders Bank Investors shall not be liable for any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements resulting from the Agent’s fraud, gross negligence or willful misconduct. Without limitation of the foregoing, each Lender agrees the Bank Investors agree to reimburse the Agent, ratably in accordance with its Pro Rata Sharetheir respective Commitments, promptly upon demand, demand for any out-of-pocket expenses (including counsel fees) incurred by the Agent in connection with the administration, modification, amendment or enforcement (whether through negotiations, legal proceedings or otherwise) of, or legal advice in respect of rights or responsibilities under, this Agreement and the other Transaction Documents, to the extent that such expenses are incurred incurred, in the determination of the Agent, in the interests of or otherwise in respect of the Lenders, or the Lenders Bank Investors hereunder and/or thereunder and to the extent that the Agent is not reimbursed for such expenses by the Borrower or Transferor. Solely for purposes of this Section 9.4 (i) the Servicer.Administrative Agent for Reliant Trust shall be deemed to be the sole Bank Investor for its Related Group having a Commitment equal to the aggregate Commitment of TD Bank and Reliant Trust and (ii) Reliant Trust shall be deemed not to be a Bank Investor. ​

Indemnification of the Agent. Each Lender agrees The Bank Investors agree to indemnify the Agent (to the extent not reimbursed by the Borrower or the ServicerIssuer), ratably in accordance its with their Pro Rata ShareShares, from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses (including attorneys' fees), or disbursements of any kind or nature whatsoever which may be imposed on, incurred by, or asserted against the Agent (including by the Company or any Bank Investor) in any way relating to or arising out of this Agreement or any of the other Transaction Documents, Document or the transactions contemplated thereby or any action taken or omitted by the Agent hereunder under this Agreement or thereunderany other Transaction Document; provided that the Lenders no Bank Investors shall not be liable for any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements resulting the foregoing to the extent they arise from the Agent’s fraud, gross negligence or willful misconductmisconduct of the Person indemnified. Without limitation of the foregoing, each Lender agrees the Bank Investors agree to reimburse the Agent, ratably in accordance with its their Pro Rata ShareShares, promptly upon demand, demand for any out-of-pocket expenses (including counsel attorneys' fees) incurred by the Agent in connection with the administration, modification, amendment or enforcement (whether through negotiations, legal proceedings or otherwise) of, or legal advice in respect of rights or responsibilities under, this Agreement and the other Transaction Documents, to the extent that such expenses are incurred in the interests of or otherwise in respect of the Lenders, or the Lenders Bank Investors hereunder and/or thereunder and to the extent that the Agent is not reimbursed for such expenses by the Borrower or Issuer. The agreements contained in this Section shall survive payment in full of the ServicerNet Investment and all other amounts payable under this Agreement.

Indemnification of the Agent. Each Lender agrees The Bank Investors agree to indemnify the Agent (to the extent not reimbursed by the Borrower or the ServicerDebtor), ratably in accordance its with their Pro Rata ShareShares, from and against any and all liabilities, obligations, losses, damages, penaltiespenal ties, actions, judgments, suits, costs, expenses (including attorneys' fees), or disbursements of any kind or nature whatsoever which may be imposed on, incurred by, or asserted against the Agent (including by the Company or any Bank Investor) in any way relating to or arising out of this Agreement or any of the other Transaction Documents, Document or the transactions contemplated thereby or any action taken or omitted by the Agent hereunder under this Agreement or thereunder; any other Transaction Document, provided that the Lenders no Bank Investors shall not be liable for any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements resulting the foregoing to the extent they arise from the Agent’s fraud, gross negligence or willful misconductmisconduct of the Person indemnified. Without limitation of the foregoing, each Lender agrees the Bank Investors agree to reimburse the Agent, ratably in accordance with its their Pro Rata ShareShares, promptly upon demand, demand for any out-of-pocket expenses (including counsel attorneys' fees) incurred by the Agent in connection with the administration, modification, amendment or enforcement (whether through negotiations, legal proceedings or otherwise) of, or legal advice in respect of rights or responsibilities under, this Agreement and the other Transaction Documents, to the extent that such expenses are incurred in the interests of or otherwise in respect of the Lenders, or the Lenders Bank Investors hereunder and/or thereunder and to the extent that the Agent is not reimbursed for such expenses by the Borrower or Debtor. The agreements contained in this Section shall survive payment in full of the ServicerNet Investment and all other amounts payable under this Agreement.

Indemnification of the Agent. Each Lender Owner (other than the ---------------------------- Company) agrees to indemnify the Agent (to the extent not reimbursed by the Borrower or the ServicerIssuer), ratably in accordance with its Pro Rata Shareshare of the outstanding principal balance of the Note, from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses (including attorneys' fees), or disbursements of any kind or nature whatsoever which may be imposed on, incurred by, or asserted against the Agent (including by the Company or any other Owner) in any way relating to or arising out of this Agreement or any of the other Transaction Documents, Document or the transactions contemplated thereby or any action taken or omitted by the Agent hereunder under this Agreement or thereunder; any other Transaction Document, provided that the Lenders no Owner shall not be liable for any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements resulting -------- the foregoing to the extent they arise from the Agent’s fraud, gross negligence or willful misconductmisconduct of the Agent. Without limitation of the foregoing, each Lender Owner (including the Company but only to the extent that the Company is reimbursed by the Issuer for such expenses) agrees to reimburse the Agent, ratably in accordance with its Pro Rata Shareshare of the outstanding principal balance of the Note, promptly upon demand, demand for any out-of-pocket expenses (including counsel attorneys' fees) incurred by the Agent in connection with the administration, modification, amendment or enforcement (whether through negotiations, legal proceedings or otherwise) of, or legal advice in respect of rights or responsibilities under, this Agreement and the other Transaction Documents, to the extent that such expenses are incurred in the interests of or otherwise in respect of the Lenders, or the Lenders Owners hereunder and/or thereunder and to the extent that the Agent is not reimbursed for such expenses by the Borrower or Issuer. The agreements contained in this Section shall survive payment in full of the ServicerNet Investment and all other amounts payable under this Agreement.

Indemnification of the Agent. Each Lender agrees The Bank Investors agree to indemnify the Agent (to the extent not reimbursed by the Borrower or the ServicerTransferor), ratably in accordance its with their Pro Rata Shareportions of the Undivided Interests, from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses (including attorneys' fees), or disbursements of any kind or nature whatsoever which may be imposed on, incurred by, or asserted against the Agent (including by the Purchaser or any Bank Investor) in any way relating to or arising out of this Agreement or any other Agreement Document or any of the other Transaction Documents, transactions contemplated hereby or thereby or any action taken or omitted by the Agent hereunder under this Agreement or thereunder; any other Agreement Document, provided that the Lenders no Bank Investors shall not be liable for any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements resulting the foregoing to the extent they arise from the Agent’s fraud, gross negligence or willful misconductmisconduct of the Person indemnified. Without limitation of the foregoing, each Lender agrees the Bank Investors agree to reimburse the Agent, ratably in accordance with its their Pro Rata Share, portions of the Undivided Interests promptly upon demand, demand for any out-of-pocket expenses (including counsel attorneys' fees) incurred by the Agent in connection with the administration, modification, amendment or enforcement (whether through negotiations, legal proceedings or otherwise) of, or legal advice in respect of rights or responsibilities under, this Agreement and the other Transaction Agreement Documents, to the extent that such expenses are incurred in the interests of or otherwise in respect of the Lenders, or the Lenders Bank Investors hereunder and/or thereunder and to the extent that the Agent is not reimbursed for such expenses by the Borrower or Transferor. The agreements contained in this Section 13.2 shall survive payment in full of the ServicerUndivided Interests and all other amounts payable under this Agreement.

Indemnification of the Agent. Each Lender agrees The Lenders agree to indemnify the Agent (to the extent not reimbursed by the Borrower or Borrowers and without limiting the Servicer), ratably obligation of the Borrowers to do so) in accordance its with the Lenders' respective Pro Rata ShareShares, from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever which may at any time be imposed on, incurred by, or asserted against the Agent in any way relating to or arising out of this Agreement or any of the other Transaction Documents, Loan Documents or any action taken or omitted by the Agent hereunder or thereunderunder the Loan Documents; provided provided, however, that the Lenders no Lender shall not be liable for any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements resulting (i) to the extent arising from the Agent’s fraud, 's gross negligence or willful misconductmisconduct or (ii) if the Agent fails to follow the written direction of the Majority Lenders unless such failure is pursuant to the Agent's good faith reliance on the advice of counsel of which the Lenders have received notice. Without limitation limiting the generality of the foregoing, each Lender agrees to reimburse the Agent, ratably in accordance with its Pro Rata Share, Agent promptly upon demand, demand for its ratable share of any out-of-pocket expenses (including counsel fees) reasonably incurred by the Agent in connection with the preparation, execution, administration, modification, amendment or enforcement (whether through negotiations, legal proceedings or otherwise) of, or legal advice in with respect of to the rights or responsibilities of the parties under, this Agreement and the other Transaction Loan Documents, to the extent that such expenses are incurred in the interests of or otherwise in respect of the Lenders, or the Lenders hereunder and/or thereunder and to the extent that the Agent is not reimbursed for such expenses by the Borrower Borrowers. The agreements in this Section shall survive the payment of the Loans and all other amounts payable hereunder or under the Servicerother Loan Documents and the termination of this Agreement.

Indemnification of the Agent. Each Lender agrees The Bank Investors agree to indemnify the Agent (to the extent not reimbursed by the Borrower or the ServicerTransferor), ratably in accordance its Pro Rata Sharewith their respective Commitments, from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever which may be imposed on, incurred by, or asserted against the Agent in any way relating to or arising out of this Agreement Agreement, any Letter of Credit or any of the other Transaction Documents, Document or any action taken or omitted by the Agent hereunder or thereunder; , provided that the Lenders Bank Investors shall not be liable for any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements resulting from the Agent’s fraud, gross negligence or willful misconduct. Without limitation of the foregoing, each Lender agrees the Bank Investors agree to reimburse the Agent, ratably in accordance with its Pro Rata Sharetheir respective Commitments, promptly upon demand, demand for any out-of-pocket expenses (including counsel fees) incurred by the Agent in connection with the administration, modification, amendment or enforcement (whether through negotiations, legal proceedings or otherwise) of, or legal advice in respect of rights or responsibilities under, this Agreement and the other Transaction Documents, to the extent that such expenses are incurred incurred, in the determination of the Agent, in the interests of or otherwise in respect of the Lenders, or the Lenders Bank Investors hereunder and/or thereunder and to the extent that the Agent is not reimbursed for such expenses by the Borrower or Transferor. Solely for purposes of this Section 9.4 (i) the Servicer.Administrative Agent for Reliant Trust shall be deemed to be the sole Bank Investor for its ​ 121 ​ Related Group having a Commitment equal to the aggregate Commitment of TD Bank and Reliant Trust and (ii) Reliant Trust shall be deemed not to be a Bank Investor. ​

Indemnification of the Agent. Each Lender agrees The Bank Investors agree to indemnify the Agent (to the extent not reimbursed by the Borrower or the ServicerIssuer), ratably in accordance its with their Pro Rata ShareShares, from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses (including attorneys' fees), or disbursements of any kind or nature whatsoever which may be imposed on, incurred by, or asserted against the Agent (including by the Company or any Bank Investor) in any way relating to or arising out of this Agreement or any of the other Transaction Documents, Document or the transactions contemplated thereby or any action taken or omitted by the Agent hereunder under this Agreement or thereunder; provided any other Transaction Document, PROVIDED that the Lenders no Bank Investor shall not be liable for any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements resulting the foregoing to the extent they arise from the Agent’s fraud, gross negligence or willful misconductmisconduct of the Person indemnified. Without limitation of the foregoing, each Lender agrees the Bank Investors agree to reimburse the Agent, ratably in accordance with its their Pro Rata ShareShares, promptly upon demand, demand for any out-of-pocket expenses (including counsel attorneys' fees) incurred by the Agent in connection with the administration, modification, amendment or enforcement (whether through negotiations, legal proceedings or otherwise) of, or legal advice in respect of rights or responsibilities under, this Agreement and the other Transaction Documents, to the extent that such expenses are incurred in the interests of or otherwise in respect of the Lenders, or the Lenders Bank Investors hereunder and/or thereunder and to the extent that the Agent is not reimbursed for such expenses by the Borrower or Issuer. The agreements contained in this Section shall survive payment in full of the ServicerNet Investment and all other amounts payable under this Agreement.

Indemnification of the Agent. Each Lender agrees The Bank Investors agree to indemnify the Agent (to the extent not reimbursed by the Borrower or the ServicerTransferor), ratably in accordance its with their Pro Rata ShareShares, from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses (including attorneys' fees), or disbursements of any kind or nature whatsoever which may be imposed on, incurred by, or asserted against the Agent (including by the Company or any Bank Investor) in any way relating to or arising out of this Agreement or any of the other Transaction Documents, Document or the transactions contemplated thereby or any action taken or omitted by the Agent hereunder under this Agreement or thereunder; any other Transaction Document, provided that the Lenders no Bank Investors shall not be liable for any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements resulting the foregoing to the extent they arise from the Agent’s fraud, gross negligence or willful misconductmisconduct of the Person indemnified. Without limitation of the foregoing, each Lender agrees the Bank Investors agree to reimburse the Agent, ratably in accordance with its their Pro Rata ShareShares, promptly upon demand, demand for any out-of-pocket expenses (including counsel attorneys' fees) incurred by the Agent in connection with the administration, modification, amendment or enforcement (whether through negotiations, legal proceedings or otherwise) of, or legal advice in respect of rights or responsibilities under, this Agreement and the other Transaction Documents, to the extent that such expenses are incurred in the interests of or otherwise in respect of the Lenders, or the Lenders Bank Investors hereunder and/or thereunder and to the extent that the Agent is not reimbursed for such expenses by the Borrower or Transferor. The agreements contained in this Section shall survive payment in full of the ServicerNet Investment and all other amounts payable under this Agreement.

Indemnification of the Agent. Each Lender agrees The Bank Inves- tors agree to indemnify the Agent (to the extent not reimbursed by the Borrower or the ServicerTransferor), ratably in accordance its with their Pro Rata ShareShares, from and against any and all liabilities, obligations, losses, damages, penaltiespenal- ties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever which may be imposed on, incurred by, or asserted against the Agent in any way relating to or arising out of this Agreement or any of the other Transaction Documents, or any action taken or omitted by the Agent Agent, any of the other Transaction Documents hereunder or thereunder; , provided that the Lenders Bank Investors shall not be liable for any portion of such liabilities, obligationsobli- gations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements resulting from the Agent’s fraud, 's gross negligence or willful misconduct. Without limitation of the foregoing, each Lender agrees the Bank Investors agree to reimburse the Agent, ratably in accordance with its their Pro Rata ShareShares, promptly upon demand, demand for any out-of-pocket expenses (including counsel fees) incurred by the Agent in connection with the administration, modification, amendment or enforcement (whether through negotiations, legal proceedings or otherwise) of, or legal advice in respect of rights or responsibilities under, this Agreement and the other Transaction Documents, to the extent that such expenses are incurred in- curred in the interests of or otherwise in respect of the Lenders, or the Lenders Bank Investors hereunder and/or thereunder and to the extent that the Agent is not reimbursed for such expenses by the Borrower or the ServicerTransferor.

Indemnification of the Agent. Each Lender agrees to indemnify the Agent (to the extent not reimbursed by the Borrower or the Servicer), Borrower) ratably in accordance with its Pro Rata Share, from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever which may be imposed on, incurred by, or asserted against the Agent (in its capacity as such) in any way relating to or arising out of this Agreement or any of the other Transaction Documents, Facility Document or any such action taken or omitted by the Agent hereunder or thereunder; provided provided, that the Lenders no Lender shall not be liable for any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements resulting from the Agent’s fraud, gross negligence or willful misconduct. Without limitation of the foregoing, each Lender agrees to reimburse the Agent, Agent ratably in accordance with its respective Pro Rata Share, promptly upon demand, demand for any out-of-pocket expenses (including counsel fees) incurred by the Agent in connection with the administration, modification, amendment or enforcement (whether through negotiations, legal proceedings or otherwise) of, or legal advice in respect of rights or responsibilities under, this Agreement and the or any other Transaction DocumentsFacility Document, to the extent that such expenses are incurred in the interests of or otherwise in respect of the Lenders, or the Lenders hereunder and/or thereunder and to the extent that the Agent is not reimbursed for such expenses by the Borrower or the Servicerpursuant to Section 2.08(b)(ix).

Indemnification of the Agent. Each Lender agrees The Lenders agree to indemnify the Agent (to the extent not reimbursed by the Borrower or and without limiting the Servicer), ratably obligation of the Borrower to do so) in accordance its with the Lenders' respective Pro Rata ShareShares, from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever which may at any time be imposed on, incurred by, or asserted against the Agent in any way relating to or arising out of this Agreement or any of the other Transaction Documents, Loan Documents or any action taken or omitted by the Agent hereunder or thereunderunder the Loan Documents; provided provided, however, that the Lenders no Lender shall not be liable for any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements resulting (i) to the extent arising from the Agent’s fraud, 's gross negligence or willful misconductmisconduct or (ii) if the Agent fails to follow the written direction of the Majority Lenders unless such failure is pursuant to the Agent's good faith reliance on the advice of counsel of which the Lenders have received notice. Without limitation limiting the generality of the foregoing, each Lender agrees to reimburse the Agent, ratably in accordance with its Pro Rata Share, Agent promptly upon demand, demand for its ratable share of any out-of-pocket expenses (including counsel fees) reasonably incurred by the Agent in connection with the preparation, execution, administration, modification, amendment or enforcement (whether through negotiations, legal proceedings or otherwise) of, or legal advice in with respect of to the rights or responsibilities of the parties under, this Agreement and the other Transaction Loan Documents, to the extent that such expenses are incurred in the interests of or otherwise in respect of the Lenders, or the Lenders hereunder and/or thereunder and to the extent that the Agent is not reimbursed for such expenses by the Borrower Borrower. The agreements in this Section shall survive the payment of the Loans and all other amounts payable hereunder or under the Servicerother Loan Documents and the termination of this Agreement.

Indemnification of the Agent. Each Lender Bank Investor agrees ---------------------------- to indemnify the Agent (to the extent not reimbursed by the Borrower or the ServicerTransferor), ratably (and not jointly) in accordance its Pro Rata Sharewith their respective Commitments, from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever which may be imposed on, incurred by, or asserted against the Agent (in its capacity as such) in any way relating to or arising out of this Agreement or any of and the other Transaction Documents, Documents or any action taken or omitted by the Agent hereunder or thereunder; , provided that the Lenders a Bank Investor shall not be -------- liable for any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements resulting from the Agent’s fraud, 's gross negligence or willful misconduct. Without limitation of the foregoing, each Lender agrees the Bank Investors agree to reimburse the Agent, ratably (and not jointly) in accordance with its Pro Rata Sharetheir respective Commitments, promptly upon demand, demand for any out-of-pocket expenses (including counsel fees) incurred by the Agent (in its capacity as such) in connection with the administration, modification, amendment or enforcement (whether through negotiations, legal proceedings or otherwise) of, or legal advice in respect of rights or responsibilities under, this Agreement and the other Transaction Documents, to the extent that such expenses are incurred in the interests of or otherwise in respect of the Lenders, Senior Class Conduits or the Lenders Bank Investors hereunder and/or thereunder and to the extent that the Agent is not reimbursed for such expenses by the Borrower or the ServicerTransferor.

Indemnification of the Agent. Each Lender agrees The Bank Investors agree to indemnify the Agent (to the extent not reimbursed by the Borrower or the ServicerDebtor), ratably in accordance its with their Pro Rata ShareShares, from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses (including attorneys' fees), or disbursements of any kind or nature whatsoever which may be imposed on, incurred by, or asserted against the Agent (including by the Company or any Bank Investor) in any way relating to or arising out of this Agreement or any of the other Transaction Documents, Document or the transactions contemplated thereby or any action taken or omitted by the Agent hereunder under this Agreement or thereunderany other Transaction Document; provided that the Lenders no Bank Investors shall not be liable for any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements resulting the foregoing to the extent they arise from the Agent’s fraud, gross negligence or willful misconductmisconduct of the Person indemnified. Without limitation of the foregoing, each Lender agrees the Bank Investors agree to reimburse the Agent, ratably in accordance with its their Pro Rata ShareShares, promptly upon demand, demand for any out-of-pocket expenses (including counsel attorneys' fees) incurred by the Agent in connection with the administration, modification, amendment or enforcement (whether through negotiations, legal proceedings or otherwise) of, or legal advice in respect of rights or responsibilities under, this Agreement and the other Transaction Documents, to the extent that such expenses are incurred in the interests of or otherwise in respect of the Lenders, or the Lenders Bank Investors hereunder and/or thereunder and to the extent that the Agent is not reimbursed for such expenses by the Borrower or Issuer. The agreements contained in this Section shall survive payment in full of the ServicerNet Investment and all other amounts payable under this Agreement.

Indemnification of the Agent. Each Lender agrees The Class A Bank Investors and the Class B Investors agree to indemnify the Agent (to the extent not reimbursed by the Borrower or the ServicerTransferor), ratably in accordance its Pro Rata Sharewith their respective Commitments, from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever which may be imposed on, incurred by, or asserted against the Agent in any way relating to or arising out of this Agreement or any of the other Transaction Documents, or any action taken or omitted by the Agent Agent, any of the other Transaction Documents hereunder or thereunder; , provided that the Lenders Class A Bank Investors and Class B Investors shall not be liable for any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements resulting from the Agent’s fraud, 's gross negligence or willful misconduct. Without limitation of the foregoing, each Lender agrees the Class A Bank Investors and Class B Investors agree to reimburse the Agent, ratably in accordance with its Pro Rata Sharetheir respective Commitments, promptly upon demand, demand for any out-of-pocket expenses (including counsel fees) incurred by the Agent in connection with the administration, modification, amendment or enforcement (whether through negotiations, legal proceedings or otherwise) of, or legal advice in respect of rights or responsibilities under, this Agreement and the other Transaction Documents, to the extent that such expenses are incurred in the interests of or otherwise in respect of the Lenders, or the Lenders Class A Bank Investors and Class B Investors hereunder and/or thereunder and to the extent that the Agent is not reimbursed for such expenses by the Borrower or the ServicerTransferor.

Indemnification of the Agent. Each Lender agrees The Bank Investors agree to indemnify the Agent (to the extent not reimbursed by the Borrower or the ServicerTransferor), ratably in accordance its with their Pro Rata ShareShares, from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever which may be imposed on, incurred by, or asserted against the Agent in any way relating to or arising out of this Agreement or any of the other Transaction Documents, or any action taken or omitted by the Agent Agent, any of the other Transaction Documents hereunder or thereunder; provided provided, however, that the Lenders Bank Investors shall not be liable for any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements resulting from the Agent’s fraud, 's gross negligence or willful misconduct. Without limitation of the foregoing, each Lender agrees the Bank Investors agree to reimburse the Agent, ratably in accordance with its their Pro Rata ShareShares, promptly upon demand, demand for any out-of-pocket expenses (including counsel fees) incurred by the Agent in connection with the administration, modification, amendment or enforcement (whether through negotiations, legal proceedings or otherwise) of, or legal advice in respect of rights or responsibilities under, this Agreement and the other Transaction Documents, to the extent that such expenses are incurred in the interests of or otherwise in respect of the Lenders, or the Lenders Bank Investors hereunder and/or thereunder and to the extent that the Agent is not reimbursed for such expenses by the Borrower or the ServicerTransferor.

Indemnification of the Agent. Each Lender agrees The Bank Investors agree to indemnify the Agent (to the extent not reimbursed by the Borrower or the ServicerBorrower), ratably in accordance its with their Pro Rata ShareShares, from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses (including attorneys' fees), or disbursements of any kind or nature whatsoever which may be imposed on, incurred by, or asserted against the Agent (including by the Company or any Bank Investor) in any way relating to or arising out of this Agreement or any of the other Transaction Documents, Document or the transactions contemplated thereby or any action taken or omitted by the Agent hereunder under this Agreement or thereunderany other Transaction Document; provided that the Lenders no Bank Investors shall not be liable for any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements resulting the foregoing to the extent they arise from the Agent’s fraud, gross negligence or willful misconductmisconduct of the Person indemnified. Without limitation of the foregoing, each Lender agrees the Bank Investors agree to reimburse the Agent, ratably in accordance with its their Pro Rata ShareShares, promptly upon demand, demand for any out-of-pocket expenses (including counsel attorneys' fees) incurred by the Agent in connection with the administration, modification, amendment or enforcement (whether through negotiations, legal proceedings or otherwise) of, or legal advice in respect of rights or responsibilities under, this Agreement and the other Transaction Documents, to the extent that such expenses are incurred in the interests of or otherwise in respect of the Lenders, or the Lenders Bank Investors hereunder and/or thereunder and to the extent that the Agent is not reimbursed for such expenses by the Borrower or Borrower. The agreements contained in this Section shall survive payment in full of the ServicerNet Investment and all other amounts payable under this Agreement.

Indemnification of the Agent. Each Lender agrees The Bank Investors agree to indemnify the Agent (to the extent not reimbursed by the Borrower or the ServicerPledgors), ratably in accordance its with their Pro Rata ShareShares, from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses (including attorneys' fees), or disbursements of any kind or nature whatsoever which may be imposed on, incurred by, or asserted against the Agent (including by the Company or any Bank Investor) in any way relating to or arising out of this Agreement or any of the other Transaction Documents, Document or the transactions contemplated thereby or any action taken or omitted by the Agent hereunder under this Agreement or thereunder; any other Transaction Document, provided that the Lenders no Bank Investors shall not be liable for any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements resulting the foregoing to the extent they arise from the Agent’s fraud, gross negligence or willful misconductmisconduct of the Person indemnified. Without limitation of the foregoing, each Lender agrees the Bank Investors agree to reimburse the Agent, ratably in accordance with its their Pro Rata ShareShares, promptly upon demand, demand for any out-of-pocket expenses (including counsel attorneys' fees) incurred by the Agent in connection with the administration, modification, amendment or enforcement (whether through negotiations, legal proceedings or otherwise) of, or legal advice in respect of rights or responsibilities under, this Agreement and the other Transaction Documents, to the extent that such expenses are incurred in the interests of or otherwise in respect of the Lenders, or the Lenders Bank Investors hereunder and/or thereunder and to the extent that the Agent is not reimbursed for such expenses by the Borrower or Pledgors. The agreements contained in this Section shall survive payment in full of the ServicerNet Investment and all other amounts payable under this Agreement.

Indemnification of the Agent. Each Lender agrees to indemnify the Agent (to the extent not reimbursed by the Borrower or the ServicerManager), ratably in accordance its with the Pro Rata ShareShare of its related Lender, from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever which may be imposed on, incurred by, or asserted against the Agent in any way relating to or arising out of this Agreement or any of the other Transaction Documents, or any action taken or omitted by the Agent hereunder or thereunder; provided that the Lenders shall not be liable for any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements resulting from the Agent’s fraud, gross negligence or willful misconduct. Without limitation of the foregoing, each Lender agrees to reimburse the Agent, ratably in accordance with its the Pro Rata ShareShare of its related Lender, promptly upon demand, demand for any out-of-pocket expenses (including counsel fees) incurred by the Agent in connection with the administration, modification, amendment or enforcement (whether through negotiations, legal proceedings or otherwise) of, or legal advice in respect of rights or responsibilities under, this Agreement and the other Transaction Documents, to the extent that such expenses are incurred in the interests of or otherwise in respect of the Lenders, or the Lenders hereunder and/or thereunder and to the extent that the Agent is not reimbursed for such expenses by the Borrower or the ServicerManager.

Indemnification of the Agent. Each Lender Owner (other than the Company) agrees to indemnify the Agent (to the extent not reimbursed by the Borrower or the ServicerIssuer), ratably in accordance with its Pro Rata Shareshare of the outstanding principal balance of the Note, from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses (including attorneys’ fees), or disbursements of any kind or nature whatsoever which may be imposed on, incurred by, or asserted against the Agent (including by the Company or any other Owner) in any way relating to or arising out of this Agreement or any of the other Transaction Documents, Document or the transactions contemplated thereby or any action taken or omitted by the Agent hereunder under this Agreement or thereunder; any other Transaction Document, provided that the Lenders no Owner shall not be liable for any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements resulting the foregoing to the extent they arise from the Agent’s fraud, gross negligence or willful misconductmisconduct of the Agent. Without limitation of the foregoing, each Lender Owner (including the Company but only to the extent that the Company is reimbursed by the Issuer for such expenses) agrees to reimburse the Agent, ratably in accordance with its Pro Rata Shareshare of the outstanding principal balance of the Note, promptly upon demand, demand for any out-of-pocket expenses (including counsel attorneys’ fees) incurred by the Agent in connection with the administration, modification, amendment or enforcement (whether through negotiations, legal proceedings or otherwise) of, or legal advice in respect of rights or responsibilities under, this Agreement and the other Transaction Documents, to the extent that such expenses are incurred in the interests of or otherwise in respect of the Lenders, or the Lenders Owners hereunder and/or thereunder and to the extent that the Agent is not reimbursed for such expenses by the Borrower or Issuer. The agreements contained in this Section shall survive payment in full of the ServicerNet Investment and all other amounts payable under this Agreement.