Each Creditor agrees to indemnify the Collateral Agent and each of its Affiliates, and each of their respective directors, officers, employees, agents and advisors (to the extent not reimbursed by the Borrower), from and against such Lender’s ratable share (calculated based on the outstanding principal amount of the Secured Obligations owing to, including commitments of, such Creditors) of any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses and disbursements (including fees, expenses and disbursements of financial and legal advisors) of any kind or nature whatsoever that may be imposed on, incurred by, or asserted against, the Collateral Agent or any of its Affiliates, directors, officers, employees, agents and advisors in any way relating to or arising out of this Agreement or the Transaction Documents or any action taken or omitted by the Collateral Agent under this Agreement or the other Transaction Documents; provided , that no such Lender shall be liable for any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements resulting from such Collateral Agent’s or such Affiliate’s gross negligence, bad faith or willful misconduct. Without limiting the foregoing, each such Lender further agrees to reimburse the Collateral Agent promptly upon demand for its ratable share (calculated based on the outstanding principal amount of the Secured Obligations owing to, and commitments of, such Creditors) of any out-of-pocket expenses (including fees, expenses and disbursements of financial and legal advisors) incurred by the Collateral Agent 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 its rights or responsibilities under, this Agreement or the Transaction Documents, to the extent that the Collateral Agent is not reimbursed therefor by the Borrower.