To the extent the Administrative Agent (or any affiliate thereof) or the Collateral Agent (or any affiliate thereof) is not reimbursed and indemnified by US Company or the Borrowers, the Lenders will reimburse and indemnify the Administrative Agent (and any affiliate thereof) or the Collateral Agent (and any affiliate thereof) in proportion to their respective “percentage” as used in determining the Required Lenders (determined as if there were no Defaulting Lenders) for and against any and all liabilities, obligations, losses, damages, Taxes, penalties, claims, actions, judgments, costs, expenses or disbursements of whatsoever kind or nature which may be imposed on, asserted against or incurred by the Administrative Agent (or any affiliate thereof) or the Collateral Agent (or any affiliate thereof) in performing its respective duties hereunder or under any other Credit Document or in any way relating to or arising out of this Agreement or any other Credit Document; provided that no Lender shall be liable for any portion of such liabilities, obligations, losses, damages, Taxes, penalties, claims, actions, judgments, suits, costs, expenses or disbursements resulting from the Administrative Agent’s (or such affiliates’ thereof) or the Collateral Agent’s (or such affiliates’ thereof) gross negligence or willful misconduct (as determined by a court of competent jurisdiction in a final and non-appealable decision); provided further, that nothing contained in this Section 12.06 shall be deemed to limit the obligations of the Borrowers pursuant to Section 13.01 .