Lenders agree to indemnify Administrative Agent (to the extent not reimbursed by Borrower), ratably according to the respective amounts of their portion of the Loans, 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 Administrative Agent in any way relating to or arising out of this Agreement or the other Loan Documents or any action taken or omitted by Administrative Agent under this Agreement or the other Loan Documents; provided that no Lender shall be liable for any portion of any of the foregoing resulting from Administrative Agent’s gross negligence or willful misconduct. Without limitation of the foregoing, each Lender agrees to reimburse Administrative Agent (to the extent not reimbursed by Borrower) promptly upon demand for its ratable share of any reasonable out-of-pocket expenses (including reasonable attorneys’ fees) incurred by Administrative Agent in connection with the preparation, administration, or enforcement of, or legal advice in respect of rights or responsibilities under, this Agreement or the other Loan Documents.