Common use of Indemnification of the Administrative Agent Clause in Contracts

Indemnification of the Administrative Agent. Whether or not the transactions contemplated hereby are consummated, the Lenders shall indemnify upon demand each Agent-Related Person (to the extent not reimbursed by or on behalf of the Borrower and without limiting the obligation of the Borrower to do so), on a pro rata basis, and hold harmless each Agent-Related Person from and against any and all Indemnified Liabilities incurred by it; provided, however, that no Lender shall be liable for the payment to any Agent-Related Person of any portion of such Indemnified Liabilities to the extent determined in a final, nonappealable judgment by a court of competent jurisdiction to have resulted from such Agent-Related Person’s own gross negligence or willful misconduct; provided further, however, that no action taken in accordance with the directions of the Required Lenders shall be deemed to constitute gross negligence or willful misconduct for purposes of this Section. Without limitation of the foregoing, each Lender shall reimburse the Administrative Agent upon demand for its ratable share of any costs or out-of-pocket expenses (including, without limitation, the reasonable fees and expenses of legal counsel) incurred by the Administrative 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 rights or responsibilities under, this Credit Agreement, any other Credit Document, or any document contemplated by or referred to herein, to the extent that the Administrative Agent is not reimbursed for such expenses by or on behalf of the Borrower. The undertaking in this Section shall survive termination of the Commitments, the payment of all Borrower Obligations and the resignation of the Administrative Agent.

Indemnification of the Administrative Agent. Whether or not the transactions contemplated hereby are consummated, the Lenders each Lender shall indemnify upon demand each Agent-Related Person Agent Party (to the extent not reimbursed by or on behalf of the Borrower and without limiting the obligation obligations of the Borrower any Loan Party to do so), ) on a pro rata basis, basis (determined as of the time that the applicable payment is sought based on each Lender’s ratable share at such time) and hold harmless each Agent-Related Person from and Agent Party against any and all Indemnified Liabilities liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses (including counsel fees and disbursements) or disbursements of any kind or nature whatsoever which may be imposed on, incurred by itor asserted against such Agent Party in exercising its powers, rights and remedies or performing its duties hereunder or under the other Loan Documents or otherwise in its capacity as such Agent Party in any way relating to or arising out of this Agreement, the other Loan Documents, or any Letter of Credit or the use of proceeds thereof (“Indemnified Liabilities”); provided, however, provided that (a) no Lender shall be liable for the payment to any Agent-Related Person Agent Party of any portion of such Indemnified Liabilities to the extent determined in a final, nonappealable judgment by of a court of competent jurisdiction to have resulted from such Agent-Related PersonAgent Party’s own gross negligence or willful misconduct; provided further, however, that misconduct (and no action taken in accordance with the directions of the Required Lenders shall be deemed to constitute gross negligence or willful misconduct for purposes of this Section) and (b) to the extent any Issuing Bank or Swingline Lender is entitled to indemnification under this Section solely in its capacity and role as an Issuing Bank or as a Swingline Lender, as applicable, only the Revolving Lenders shall be required to indemnify such Issuing Bank or such Swingline Lender, as the case may be, in accordance with this Section (determined as of the time that the applicable payment is sought based on each Revolving Lender’s Revolving Exposure thereof at such time). In the case of any investigation, litigation or proceeding giving rise to any Indemnified Liabilities, this Section applies whether any such investigation, litigation or proceeding is brought by any Lender or any other Person. Without limitation of the foregoing, each Lender shall reimburse the Administrative Agent upon demand for its ratable share of any costs or out-of-pocket expenses (includingincluding the fees, without limitation, the reasonable fees disbursements and expenses other charges of legal counsel) incurred by the Administrative 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 rights or and responsibilities under, this Credit Agreement, any other Credit Loan Document, or any document contemplated by or referred to herein, to the extent that the Administrative Agent is not reimbursed for such costs or expenses by or on behalf of the Borrower. The undertaking in this Section shall survive termination Borrower (but without limitation of the Commitments, the payment of all Borrower Obligations and the resignation of the Administrative AgentBorrower’s obligations to provide such reimbursement).

Indemnification of the Administrative Agent. Whether or not the transactions contemplated hereby are consummated, the Lenders Banks shall indemnify upon demand each Agent-Related Person (to the extent not reimbursed by or on behalf of the Borrower and without limiting the obligation of the Borrower to do so), on a pro rata basisrata, and hold harmless each Agent-Related Person from and against any and all Indemnified Liabilities incurred by it, other than with respect to arrangement or other fees payable solely to the Arrangers for procuring the credit facility; provided, however, that no Lender Bank shall be liable for the payment to any Agent-Related Person of any portion of such Indemnified Liabilities to the extent determined in they are found by a final, nonappealable final non-appealable judgment by of a court of competent jurisdiction to (i) have resulted from such Agent-Related Person’s own the gross negligence or willful misconductmisconduct of such Indemnitee or (ii) have arisen in connection with a material breach of its obligations under this Agreement; provided furtherprovided, however, that no action taken in accordance with the directions of the Required Lenders Majority Banks shall be deemed to constitute gross negligence or willful misconduct for purposes of this Section. Without limitation of the foregoing, each Lender Bank shall reimburse the Administrative Agent upon demand for its ratable share of any costs or out-of-pocket expenses (including, without limitation, the reasonable fees and expenses of legal counselincluding Attorney Costs) incurred by the Administrative 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 rights or responsibilities under, this Credit Agreement, any other Credit Loan Document, or any document contemplated by or referred to herein, to the extent that the Administrative Agent is not reimbursed for such expenses by or on behalf of the Borrower. The undertaking in this Section shall survive termination of the Commitments, the payment of all Borrower Obligations Advances and all other sums payable hereunder or under any other Loan Document, and the resignation of the Administrative Agent. Additionally, each Bank agrees that it will not assert any claim against an Agent-Related Person based on an alleged breach of fiduciary duty by such Agent-Related Person in connection with this Agreement and/or the transactions contemplated hereby.

Indemnification of the Administrative Agent. Whether or not the transactions contemplated hereby are consummated, the Lenders shall indemnify upon demand each Agent-Related Person (to To the extent not reimbursed by or on behalf of the Borrower Loan Parties and without limiting the obligation of the Borrower Loan Parties to do so), on a pro rata basis, the Lenders shall indemnify and hold harmless the Administrative Agent and each Agent-other Related Person (solely to the extent any such Related Person was performing services on behalf of the Administrative Agent) from and against any and all Indemnified Liabilities incurred by it; provided, however, that no Lender . The indemnification obligations of the Lenders under this Section shall be liable for several and based on the payment amount of the Term Loan held by each such Lender. In the case of any investigation, litigation or proceeding giving rise to any Agent-Related Person of Indemnified Liabilities, this Section 9.06 applies whether any portion of such Indemnified Liabilities to the extent determined in a finalinvestigation, nonappealable judgment litigation or proceeding is brought by a court of competent jurisdiction to have resulted from such Agent-Related any Lender or any other Person’s own gross negligence or willful misconduct; provided further, however, that no action taken in accordance with the directions of the Required Lenders shall be deemed to constitute gross negligence or willful misconduct for purposes of this Section. Without limitation of the foregoing, each Lender shall severally agrees to reimburse the Administrative Agent upon demand for its ratable share (based on the amount of the Term Loan held by each such Lender) of any costs or out-of-pocket expenses (including, without limitation, the reasonable fees and expenses of legal counselincluding Attorney Costs) incurred by the Administrative 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 rights or responsibilities under, this Credit Agreement, any other Credit Loan Document, or any document contemplated by or referred to herein, to the extent that the Administrative Agent is not reimbursed for such expenses by or on behalf of the BorrowerLoan Parties, provided that such reimbursement by the Lenders shall not affect the Loan Parties’ continuing reimbursement obligations with respect thereto. Notwithstanding the foregoing provisions of this Section, the indemnity provided by the Lenders in this Section shall not be available to the extent that such losses, claims, damages, liabilities or related expenses are determined by a court of competent jurisdiction to have resulted from the gross negligence or willful misconduct of the Administrative Agent or a Related Person. The undertaking in this Section 9.06 shall survive termination of the CommitmentsTerm Loan, the payment of all Borrower other Obligations and the resignation of the Administrative Agent.

Indemnification of the Administrative Agent. Whether or not the transactions contemplated hereby are consummated, the Lenders shall indemnify upon demand each Agent-Related Person (to the extent not reimbursed by or on behalf of the Borrower any Loan Party and without limiting the obligation of the Borrower any Loan Party to do so), on a pro rata basisrata, and hold harmless each Agent-Related Person from and against any and all Indemnified Liabilities incurred by it; provided, however, that no Lender shall be liable for the payment to any Agent-Related Person of any portion of such Indemnified Liabilities to the extent determined in a final, nonappealable judgment by a court of competent jurisdiction to have resulted from been caused primarily by such Agent-Related Person’s 's own gross negligence or willful misconduct; provided furtherprovided, however, that no action taken in accordance with the directions of the Required Lenders shall be deemed to constitute gross negligence or willful misconduct for purposes of this Section. Without limitation of the foregoing, each Lender shall reimburse the Administrative Agent upon demand for its ratable share of any costs or out-of-pocket expenses (including, without limitation, the reasonable fees including Attorney Costs and costs and expenses in connection with the use of legal counselIntraLinks, Inc. or other similar information transmission systems in connection with this Agreement) incurred by the Administrative 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 rights or responsibilities under, this Credit Agreement, any other Credit Loan Document, or any document contemplated by or referred to herein, to the extent that the Administrative Agent is not reimbursed for such expenses by or on behalf of the BorrowerBorrowers. The undertaking in this Section shall survive termination of the Aggregate Commitments, the payment of all Borrower Obligations hereunder and the resignation or replacement of the Administrative Agent or the Collateral Agent, as applicable.

Indemnification of the Administrative Agent. Whether or not the transactions contemplated hereby are consummated, the Lenders shall indemnify upon demand each Agent-Related Person (to the extent not reimbursed by or on behalf of the Borrower any Loan Party and without limiting the obligation of the Borrower any Loan Party to do so), on a pro rata basisrata, and hold harmless each Agent-Related Person from and against any and all Indemnified Liabilities incurred by it; provided, however, -------- ------- that no Lender shall be liable for the payment to any Agent-Related Person of any portion of such Indemnified Liabilities to the extent determined in a final, nonappealable judgment by a court of competent jurisdiction to have resulted from such Agent-Related Person’s 's own gross negligence or willful misconduct; provided furtherprovided, however, that no action taken in accordance with the directions of the -------- ------- Required Lenders shall be deemed to constitute gross negligence or willful misconduct for purposes of this Section. Without limitation of the foregoing, each Lender shall reimburse the Administrative Agent upon demand for its ratable share of any costs or out-of-pocket expenses (including, without limitation, the reasonable fees and expenses of legal counselincluding Attorney Costs) incurred by the Administrative 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 rights or responsibilities under, this Credit Agreement, any other Credit Loan Document, or any document contemplated by or referred to herein, to the extent that the Administrative Agent is not reimbursed for such expenses by or on behalf of the Borrower. The undertaking in this Section shall survive termination of the Aggregate Commitments, the payment of all Borrower other Obligations and the resignation of the Administrative Agent.

Indemnification of the Administrative Agent. Whether or not the transactions contemplated hereby are consummated, the Lenders shall indemnify upon demand each Agent-Related Person (to the extent not reimbursed by or on behalf of the Borrower any Loan Party and without limiting the obligation of the Borrower any Loan Party to do so), on a pro rata basisrata, and hold harmless each Agent-Related Person from and against any and all Indemnified Liabilities incurred by it; providedPROVIDED, howeverHOWEVER, that no Lender shall be liable for the payment to any Agent-Related Person of any portion of such Indemnified Liabilities to the extent determined in a final, nonappealable judgment by a court of competent jurisdiction to have resulted from such Agent-Related Person’s 's own gross negligence or willful misconduct; provided furtherPROVIDED, howeverHOWEVER, that no action taken in accordance with the directions of the Required Lenders shall be deemed to constitute gross negligence or willful misconduct for purposes of this Section. Without limitation of the foregoing, each Lender shall reimburse the Administrative Agent upon demand for its ratable share of any costs or out-of-pocket expenses (including, without limitation, the reasonable fees and expenses of legal counselincluding Attorney Costs) incurred by the Administrative 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 rights or responsibilities under, this Credit Agreement, any other Credit Loan Document, or any document contemplated by or referred to herein, to the extent that the Administrative Agent is not reimbursed for such expenses by or on behalf of the Borrower. The undertaking in this Section shall survive termination of the Aggregate Commitments, the payment of all Borrower other Obligations and the resignation of the Administrative Agent.

Indemnification of the Administrative Agent. Whether or not the transactions contemplated hereby are consummated, the Lenders The Bank Purchasers shall indemnify upon demand each the Administrative Agent, together with its Affiliates and officers, directors, employees, agents and attorneys-in-fact of such Persons and their respective Affiliates (each, an "Agent-Related Person Person") (to the extent not reimbursed by or on behalf of the Borrower Seller and without limiting the obligation of the Borrower Seller to do so), on a pro rata basisrata, and hold harmless each Agent-Related Person from and against any and all Indemnified Liabilities Amounts incurred by it; provided, however, that no Lender Bank Purchaser shall be liable for the payment to any Agent-Related Person of any portion of such Indemnified Liabilities to the extent Amounts resulting from such Person's gross negligence or willful misconduct, as finally determined in a final, nonappealable judgment by a court of competent jurisdiction to have resulted from such Agent-Related Person’s own gross negligence or willful misconductjurisdiction; provided furtherprovided, however, that no action taken in accordance with the directions of the Required Lenders Purchasers shall be deemed to constitute gross negligence or willful misconduct for purposes of this Section. Without limitation of the foregoing, each Lender Bank Purchaser shall reimburse the Administrative Agent upon demand for its ratable share of any costs or out-of-pocket expenses (including, without limitation, the reasonable fees and expenses of legal counselincluding attorney's fees) incurred by the Administrative 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 rights or responsibilities under, this Credit Agreement, any other Credit Agreement Document, or any document contemplated by or referred to herein, to the extent that the Administrative Agent is not reimbursed for such expenses by or on behalf of the BorrowerSeller. The undertaking in this Section shall survive the termination of the Commitments, the payment of all Borrower Obligations this Agreement and the resignation or replacement of the Administrative Agent.

Indemnification of the Administrative Agent. Whether or not the transactions contemplated hereby are consummated, the Lenders shall indemnify upon demand each Agent-Related Person (to the extent not reimbursed by or on behalf of the Borrower any Loan Party and without limiting the obligation of the Borrower any Loan Party to do so), on a pro rata basisrata, and hold harmless each Agent-Related Person from and against any and all Indemnified Liabilities incurred by it; providedPROVIDED, howeverHOWEVER, that no Lender shall be liable for the payment to any Agent-Related Person of any portion of such Indemnified Liabilities to the extent determined in a final, nonappealable judgment by a court of competent jurisdiction to have resulted from been caused primarily by such Agent-Related Person’s 's own gross negligence or willful misconduct; provided furtherPROVIDED, howeverHOWEVER, that no action taken in accordance with the directions of the Required Lenders shall be deemed to constitute gross negligence or willful misconduct for purposes of this Section. Without limitation of the foregoing, each Lender shall reimburse the Administrative Agent upon demand for its ratable share of any costs or out-of-pocket expenses (including, without limitation, the reasonable fees including Attorney Costs and costs and expenses in connection with the use of legal counselIntraLinks, Inc. or other similar information transmission systems in connection with this Agreement) incurred by the Administrative 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 rights or responsibilities under, this Credit Agreement, any other Credit Loan Document, or any document contemplated by or referred to herein, to the extent that the Administrative Agent is not reimbursed for such expenses by or on behalf of the Borrower. The undertaking in this Section shall survive termination of the Aggregate Commitments, the payment of all Borrower Obligations hereunder and the resignation or replacement of the Administrative Agent or the Collateral Agent, as applicable.

Indemnification of the Administrative Agent. Whether or ------------------------------------------- not the transactions contemplated hereby are consummated, each of the Lenders Alternate Investors shall indemnify upon demand each Administrative Agent-Related Person (to the extent not reimbursed by or on behalf of the Borrower SPV (including by the Seller under the First Tier Agreement or the Master Servicer hereunder) and without limiting the obligation of the Borrower SPV to do so), on a pro rata basisbased upon such Alternate Investor's Commitment --- ---- relative to the Aggregate Commitment, and hold harmless each Administrative Agent-Related Person from and against any and all Indemnified Liabilities Amounts incurred by it; provided, however, that no Lender Alternate -------- ------- Investor shall be liable for the payment to any Agent-Administrative Agent- Related Person of any portion of such Indemnified Liabilities to the extent determined in a final, nonappealable judgment by a court of competent jurisdiction to have resulted Amounts resulting from such Agent-Related Person’s own 's gross negligence or willful misconduct; provided furtherprovided, however, -------- ------- that no action taken in accordance with the directions of the Required Lenders Majority Investors shall be deemed to constitute gross negligence or willful misconduct for purposes of this Section. Without limitation of the foregoing, each Lender Funding Agent and Alternate Investor shall reimburse the Administrative Agent upon demand for its ratable share of any costs or out-of-pocket expenses (including, without limitation, the reasonable fees and expenses of legal counselincluding attorney's fees) incurred by the Administrative Agent in connection with the preparation, execution, delivery, administration, modification, amendment or enforcement (whether through negotiations, legal proceedings or otherwise) of, or legal advice (excluding any legal advice sought in connection with any matters relating solely to the EFC Conduit Investor and/or the EFC Alternate Investors) in respect of rights or responsibilities under, this Credit Agreement, any other Credit Transaction Document, or any document contemplated by or referred to herein, to the extent that the Administrative Agent is not reimbursed for such expenses by or on behalf of the BorrowerSPV (including by the Seller under the First Tier Agreement or the Master Servicer hereunder). The undertaking in this Section shall survive termination of payment on the Commitments, the payment of all Borrower Obligations Final Payout Date and the resignation or replacement of the Administrative Agent.

Indemnification of the Administrative Agent. Whether or not the transactions contemplated hereby are consummated, the Lenders shall indemnify upon demand each Administrative Agent-Related Person (to the extent not reimbursed by or on behalf of the Borrower a Diamond Resorts Party and without limiting the obligation of the Borrower a Diamond Resorts Party, if applicable, to do so), on a pro rata basisratably according to their respective Commitments (or, if the Commitments have terminated, their Commitment Percentage), and hold harmless each Administrative Agent-Related Person from and against any and all Indemnified Liabilities Amounts incurred by itit but solely to the extent such Indemnified Amounts were incurred by or arose in connection with the Administrative Agent acting as Administrative Agent and not in its capacity as a Lender; provided, however, that no Lender shall be liable for the payment to any Administrative Agent-Related Person of any portion of such Indemnified Liabilities to the extent determined in a final, nonappealable judgment by a court of competent jurisdiction to have resulted Amounts resulting from such Administrative Agent-Related Person’s own gross negligence or willful misconduct; provided furtherprovided, however, that no action taken in accordance with at the directions direction of the Required Lenders (or at such higher level as may be explicitly required under the terms of this Agreement) shall be deemed to constitute gross negligence or willful misconduct for purposes of this SectionSection 7.6. Without limitation of the foregoing, each Lender shall reimburse the Administrative Agent upon demand for its ratable share of any costs or out-of-pocket expenses (including, without limitation, the reasonable fees and expenses of legal counselincluding attorney’s fees) incurred by the Administrative Agent (solely incurred in its rule as Administrative 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 rights or responsibilities under, this Credit Agreement, any other Credit Transaction Document, or any document contemplated by or referred to herein, to the extent that the Administrative Agent is not reimbursed for such expenses by or on behalf of the Borrowerany Diamond Resorts Party. The undertaking in this Section 7.6 shall survive termination of the Commitments, the payment in full of all Borrower Obligations amounts due hereunder or under the Transaction Documents and the resignation or replacement of the Administrative Agent.

Indemnification of the Administrative Agent. Whether or not the transactions contemplated hereby are consummated, the Lenders Banks shall indemnify upon demand each Administrative Agent-Related Person (to the extent not reimbursed by or on behalf of the Borrower Fund and without limiting the obligation of the Borrower Fund to do so), on a pro rata basisrata, and hold harmless each Administrative Agent-Related Person from and against any and all Indemnified Liabilities incurred by it; providedPROVIDED, howeverHOWEVER, that no Lender Bank shall be liable for the payment to any Administrative Agent-Related Person of any portion of such Indemnified Liabilities to the extent determined in a final, nonappealable judgment by a court of competent jurisdiction to have resulted resulting from such Agent-Related Person’s own 's gross negligence or willful misconduct; provided furtherPROVIDED, howeverHOWEVER, that no action taken in accordance with the directions of the Required Lenders Majority Banks shall be deemed to constitute gross negligence or willful misconduct for purposes of this Section. Without limitation of the foregoing, each Lender Bank shall reimburse the Administrative Agent upon demand for its ratable share of any costs or out-of-pocket expenses (including, without limitation, the reasonable fees and expenses of legal counselincluding Attorney Costs) incurred by the Administrative 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 rights or responsibilities under, this Credit Agreement, any other Credit Document, or any document contemplated by or referred to herein, to the extent that the Administrative Agent is not reimbursed for such expenses by or on behalf of the BorrowerFund. The undertaking in this Section shall survive termination of the Commitments, the payment of all Borrower Obligations hereunder and the resignation or replacement of the Administrative Agent.

Indemnification of the Administrative Agent. Whether or not the transactions contemplated hereby are consummated, the Lenders shall indemnify upon demand each Agent-Related Person (to the extent not reimbursed by or on behalf of the Borrower and without limiting the obligation of the Borrower to do so), on a pro rata basis, and hold harmless each Agent-Related Person from and against any and all Indemnified Liabilities incurred by it; provided, however, that no Lender shall be liable for the payment to any Agent-Related Person of any portion of such Indemnified Liabilities to the extent determined in a final, nonappealable judgment by a court of competent jurisdiction to have resulted from such Agent-Related Person’s 's own gross negligence or willful misconduct; provided further, however, that no action taken in accordance with the directions of the Required Lenders shall be deemed to constitute gross negligence or willful misconduct for purposes of this Section. Without limitation of the foregoing, each Lender shall reimburse the Administrative Agent upon demand for its ratable share of any costs or out-of-pocket expenses (including, without limitation, the reasonable fees and expenses of legal counsel) incurred by the Administrative 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 rights or responsibilities under, this Credit Agreement, any other Credit Document, or any document contemplated by or referred to herein, to the extent that the Administrative Agent is not reimbursed for such expenses by or on behalf of the Borrower. The undertaking in this Section shall survive termination of the Commitments, the payment of all Borrower Obligations and the resignation of the Administrative Agent.

Indemnification of the Administrative Agent. Whether or not the ------------------------------------------- transactions contemplated hereby are consummated, the Lenders shall indemnify upon demand each the Agent-Related Person Persons (to the extent not reimbursed by or on behalf of the Borrower Borrowers and without limiting the obligation of the Borrower Borrowers to do so), on a pro rata basisaccording to their respective Pro Rata Shares, and hold harmless each Agent-Related Person from and against any and all Indemnified Liabilities incurred by itLiabilities; provided, however, that no Lender shall be -------- ------- liable for the payment to any Agent-Related Person of any portion of such the Indemnified Liabilities to the extent determined in a final, nonappealable judgment by a court of competent jurisdiction to have resulted resulting solely from such Agent-Related Person’s own 's gross negligence or willful misconduct; provided further, however, that no action taken in accordance with the directions of the Required Lenders shall be deemed to constitute gross negligence or willful misconduct for purposes of this Section. Without limitation of the foregoing, each Lender shall reimburse the Administrative Agent upon demand for its ratable share (determined on the same basis used in determining Required Lenders) of any costs or out-of-of- pocket expenses (including, without limitation, the reasonable fees and expenses of legal counselincluding Attorney Costs) incurred by the Administrative 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 rights or responsibilities under, this Credit Agreement, any other Credit Loan Document, or any document contemplated by or referred to herein, to the extent that the Administrative Agent is not reimbursed for such expenses by or on behalf of the BorrowerBorrowers. The undertaking undertakings in this Section shall survive termination of the Commitments, the payment of all Borrower Obligations hereunder and the resignation or replacement of the Administrative Agent.