Common use of Indemnification of the Class Agents Clause in Contracts

Indemnification of the Class Agents. The Bank Investors each agree to indemnify their related Class Agent (to the extent not reimbursed by the Transferor), ratably in accordance with their Pro Rata Shares, 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 each Class Agent in any way relating to or arising out of this Agreement or any action taken or omitted by each Class Agent, any of the other Transaction Documents hereunder or thereunder, provided that the 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 such Class Agent’s gross negligence or willful misconduct. Without limitation of the foregoing, the Bank Investors each agree to reimburse their related Class Agent, ratably in accordance with their Pro Rata Shares, promptly upon demand for any out-of-pocket expenses (including counsel fees) incurred by each Class 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 any of the Bank Investors hereunder and/or thereunder and to the extent that each Class Agent is not reimbursed for such expenses by the Transferor.

Indemnification of the Class Agents. The Each Bank Investors each agree Investor agrees to indemnify their the related Class Agent (to the extent not reimbursed by the Transferor), ratably in accordance with their its respective Pro Rata SharesShare, 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 each such Class Agent (including by a Conduit or a Bank Investor) in any way relating to or arising out of this Agreement or any other Transaction Document or the transactions contemplated thereby or any action taken or omitted by each such Class Agent, Agent under this Agreement or any of the other Transaction Documents hereunder or thereunderDocument, provided that the no Bank Investors 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 such Class Agent’s the gross negligence or willful misconductmisconduct of the Person indemnified. Without limitation of the foregoing, the each Bank Investors each agree Investor agrees to reimburse their the related Class Agent, Agent ratably in accordance with their its respective Pro Rata SharesShare, promptly upon demand for any out-of-pocket expenses (including counsel attorneys' fees) incurred by each such Class 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 any of the Bank Investors hereunder and/or thereunder and to the extent that each Class such Agent is not reimbursed for such expenses by the Transferor. The agreements contained in this Section shall survive payment in full of the aggregate of the Net Investment for all Classes and all other amounts payable under this Agreement.