Lenders agree to indemnify Agent (to the extent not reimbursed by the Borrower hereunder and without limiting any obligations of the Borrower hereunder), and its officers, directors, agents, employees, advisors and counsel and their respective Affiliates (each such Person being an “ Agent Indemnitee ”) ratably, in accordance with their Loan Percentages, for any and all losses, claims, damages, liabilities, costs and expenses (including attorneys’ fees and expenses) of any kind and nature whatsoever that may be imposed on, incurred by or asserted against any Agent Indemnitee (including by any Lender) arising out of, or by reason of any investigation in, or in any way relating to or arising out of this Loan Agreement or any other Transaction Document or any other documents contemplated by or referred to herein or therein or the transactions contemplated hereby or thereby (including the costs and expenses that Agent is obligated to pay hereunder) or the enforcement of any of the terms hereof or thereof or of any such other documents; provided , that, no Lender shall be liable for any of the foregoing to the extent it arises from the gross negligence or willful misconduct of the party to be indemnified as determined by a final non-appealable judgment of a court of competent jurisdiction. All amounts due under this Section 10.10 shall be payable on demand. The foregoing indemnity shall survive the resignation or replacement of Agent or any assignment of rights by, or the replacement of, a Lender, or the repayment, satisfaction or discharge of the Obligations and the termination of this Loan Agreement.