The Senior Loan Participants agree to indemnify the Senior Agent ratably in accordance with their respective Senior Loan Certificates (or, prior to the issuance of the Senior Loan Certificates, their respective Senior Commitments), and the Junior Loan Participants agree to indemnify the Junior Agent ratably in accordance with their respective Junior Loan Certificates (or, prior to the issuance of the Junior Loan Certificates, their respective Junior Commitments), in each case for any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind and nature whatsoever that may be imposed on, incurred by or asserted against such Agent (including by any Loan Participant) arising out of or by reason of any investigation in or in any way relating to or arising out of this Agreement or any other Operative Document or any other documents contemplated by or referred to herein or therein or the transactions contemplated hereby or thereby or the enforcement of any of the terms hereof or thereof or of any such other documents, provided that no Loan Participant shall be liable for any of the foregoing to the extent they arise from the gross negligence or willful misconduct of such Agent.