To the extent any Agent or any of their officers, directors, Affiliates, attorneys, employees and agents (collectively, the “ Agent Indemnified Parties ”) is not reimbursed and indemnified by the Loan Parties, each Lender will reimburse and indemnify such Agent Indemnified Party in proportion to its respective portion of the outstanding Loans (or if indemnification is sought after the date on which all Loans shall have been paid in full, ratably in accordance with each Lenders’ respective portion of the outstanding amount of the Loans immediately prior to such date), from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses (including, without limitation, the reasonable fees and expenses of counsel to any such Agent Indemnified Party) or disbursements of any kind or nature whatsoever which may be imposed on, incurred by or asserted against such Agent Indemnified Party in performing its duties hereunder, or in any way relating to or arising out of this Agreement or any other Loan Document; provided , that Lenders shall not be liable for any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements resulting from such Agent Indemnified Party’s gross (not mere) negligence or willful misconduct (as determined by a court of competent jurisdiction in a final non-appealable judgment).