Without limiting the obligations of Borrower hereunder, each Lender agrees to indemnify each Agent and each Letter of Credit Issuing Bank, ratably in accordance with its aggregate Proportionate Share (Obligations) of the Obligations under this Credit Agreement for any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, or expenses of any kind or nature whatsoever which may at any time be imposed on, incurred by or asserted against any Agent or the Letter of Credit Issuing Bank (in such capacity) in any way relating to or arising out of this Credit Agreement, the other Credit Documents or any 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 , however , that no Lender shall be liable for any of the foregoing to the extent they arise solely from such Agent’s or the Letter of Credit Issuing Bank’s gross negligence or willful misconduct as determined by a final non-appealable judgment of a court of competent jurisdiction. Each Agent and the Letter of Credit Issuing Bank shall be fully justified in refusing to take or to continue to take any action hereunder unless it shall first be indemnified to its satisfaction by the Lenders against any and all liability and expense which may be incurred by it by reason of taking or continuing to take any such action. Without limitation of the foregoing, each Lender agrees to reimburse each Agent and the Letter of Credit Issuing Bank promptly upon demand for its ratable share of any out-of-pocket expenses (including counsel fees) incurred by each Agent or the Letter of Credit Issuing Bank (in such capacity) in connection with the preparation, execution, administration or enforcement of, or legal advice in respect of rights or responsibilities under, the Operative Documents, to the extent that such Agent or the Letter of Credit Issuing Bank is not reimbursed promptly for such expenses by Borrower.