To the extent [[Organization B:Organization]] is not reimbursed and indemnified by Loan Parties, each [[Organization C:Organization]] will reimburse and indemnify [[Organization B:Organization]] in proportion to its respective portion of the Advances (or, if no Advances are outstanding, according to its Revolver Commitment Percentage), 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 [[Organization B:Organization]] in performing its duties hereunder, or in any way relating to or arising out of this Agreement or any Other 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 [[Organization B:Organization]]'s gross negligence or willful misconduct (as determined by a court of competent jurisdiction in a final non-appealable judgment).

SECTION # Indemnification. The [[Organization C:Organization]] agree to indemnify the [[Organization B:Organization]] (to the extent not reimbursed by the [[Organization A:Organization]]), ratably according to the respective principal amounts of the Advances then owed to each of such [[Organization C:Organization]] (or if no Advances are at the time outstanding or if any Notes are held by Persons that are not [[Organization C:Organization]], ratably according to the respective amounts of their Commitments), from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever that may be imposed on, incurred by, or asserted against the [[Organization B:Organization]] (in its capacity as such) in any way relating to or arising out of this Agreement or any action taken or omitted by the [[Organization B:Organization]] under this Agreement, provided that no Lender shall be liable for any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements resulting from the [[Organization B:Organization]]’s gross negligence or willful misconduct. Without limitation of the foregoing, each Lender agrees to reimburse the [[Organization B:Organization]] promptly upon demand for its ratable share of any out-of-pocket expenses (including counsel fees) incurred by the [[Organization B:Organization]] in connection with the preparation, execution, delivery, administration, modification, amendment or enforcement (whether through negotiations, legal proceedings or otherwise) of, or legal advice in respect of rights or responsibilities under, this Agreement, to the extent that the [[Organization B:Organization]] is not reimbursed for such expenses by the [[Organization A:Organization]].