To the extent Agent is not reimbursed and indemnified by the Note Parties, each Purchaser will reimburse and indemnify Agent in proportion to its respective portion of the outstanding principal amount of the Notes, from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever which may be imposed on, incurred by or asserted against Agent in performing its duties hereunder, or in any way relating to or arising out of this Agreement or any other Note Document; provided that, Purchasers shall not be liable for any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements resulting from Agent’s gross (not mere) negligence or willful misconduct (as determined by a court of competent jurisdiction in a final non-appealable judgment). The indemnities contained in this Section 14.6 shall survive the resignation or removal of the Agent and the termination of this Agreement and the other Note Documents.