Common use of Indemnification of Agent Clause in Contracts

Indemnification of Agent. The Lenders hereby agree to indemnify the Agent (to the extent not reimbursed by the Borrower), on a pro rata basis in accordance with their respective Commitments as a proportion of the aggregate of all outstanding 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 which may be imposed on, incurred by, or asserted against the Agent in any way relating to or arising out of this Agreement or any action taken or omitted by the Agent under or in respect of this Agreement in its capacity as Agent; 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 Agent’s gross negligence or wilful misconduct. If the Borrower subsequently repays all or a portion of such amounts to the Agent, the Agent shall reimburse the Lenders their pro rata shares (according to the amounts paid by them in respect thereof) of the amounts received from the Borrower. Without limiting the generality of the foregoing, each Lender agrees to reimburse the Agent promptly upon demand for its portion (determined as above) of any out-of-pocket expenses (including counsel fees) incurred by the Agent in connection with the preservation of any rights of the Agent or the Lenders under, or the enforcement of, or legal advice in respect of rights or responsibilities under, this Agreement, to the extent that the Agent is not reimbursed for such expenses by the Borrower.

Indemnification of Agent. The Lenders hereby agree to indemnify the Agent (to the extent not reimbursed by Borrower and without limiting the Borrower), on a pro rata basis obligation of Borrower to do so) in accordance with their Lenders' respective Commitments as a proportion of the aggregate of all outstanding CommitmentsPro Rata Shares, 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 at any time be imposed on, incurred by, or asserted against the Agent in any way relating to or arising out of this Agreement the Loan Documents or any action taken or omitted by the Agent under or in respect of this Agreement in its capacity as Agentthe Loan Documents; provided provided, however, that no Lender shall be liable for any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs costs, expenses or disbursements resulting (i) to the extent arising from the Agent’s 's gross negligence or wilful misconduct. If willful misconduct or (ii) if Agent fails to follow the Borrower subsequently repays all or a portion of such amounts to the Agent, the Agent shall reimburse the Lenders their pro rata shares (according to the amounts paid by them in respect thereof) written direction of the amounts Majority Lenders unless such failure is pursuant to Agent's good faith reliance on the advice of counsel of which Lenders have received from the Borrowernotice. Without limiting the generality of the foregoing, each Lender agrees to reimburse the Agent promptly upon demand for its portion (determined as above) ratable share of any out-of-pocket expenses (including counsel fees) incurred by the Agent in connection with the preservation of any rights of the Agent or the Lenders underpreparation, execution, administration, or the enforcement of, or legal advice in with respect of to the rights or responsibilities of the parties under, this Agreementthe Loan Documents, to the extent that the Agent is not reimbursed for such expenses by Borrower. The agreements in this Section shall survive the Borrowerpayment of the Loans and all other amounts payable hereunder or under the other Loan Documents and the termination of this Agreement.

Indemnification of Agent. The Lenders hereby agree to indemnify the Agent (to the extent not reimbursed by the Borrower)Borrowers) ratably, on a pro rata basis in accordance with according to their respective Commitments as a proportion of the aggregate of all outstanding CommitmentsCommitment Percentages, from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses (including attorneys’ fees and expenses) or disbursements of any kind or nature whatsoever which that may be imposed on, incurred by, by or asserted against the Agent in its capacity as agent in any way relating to or arising out of this Agreement or any Loan Document or any action taken or omitted by the Agent under or in with respect of to this Agreement in its capacity as Agentor any Loan Document; provided that no Lender shall be liable for any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs costs, expenses (including attorneys’ fees and expenses) or disbursements resulting from the Agent’s gross negligence or wilful misconductwillful misconduct as determined by a court of competent jurisdiction, or from any action taken or omitted by Agent in any capacity other than as agent under this Agreement or any other Loan Document. If No action taken in accordance with the Borrower subsequently repays all or a portion of such amounts to the Agent, the Agent shall reimburse the Lenders their pro rata shares (according to the amounts paid by them in respect thereof) directions of the amounts received from the BorrowerRequired Lenders shall be deemed to constitute gross negligence or willful misconduct for purposes of this Section 9.10. Without limiting the generality The undertaking in this Section 9.10 shall survive repayment of the foregoingLoans, each Lender agrees to reimburse the Agent promptly upon demand for its portion (determined as above) of any out-of-pocket expenses (including counsel fees) incurred by the Agent in connection with the preservation of any rights cancellation of the Agent Notes, if any, expiration or termination of the Lenders Letters of Credit, termination of the Commitment, any foreclosure under, or the enforcement modification, release or discharge of, any or legal advice in respect all of rights the Loan Documents, termination of this Agreement and the resignation or responsibilities under, this Agreement, to the extent that the Agent is not reimbursed for such expenses by the Borrowerreplacement of Agent.

Indemnification of Agent. The Lenders hereby agree to indemnify the Agent (to the extent not reimbursed by the Borrower), on a pro rata basis in accordance with their respective Commitments Commitment as a proportion of the aggregate of all outstanding 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 which may be imposed on, incurred by, or asserted against the Agent in any way relating to or arising out of this Agreement or any action taken or omitted by the Agent under or in respect of this Agreement in its capacity as Agent; 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 Agent’s gross negligence or wilful willful misconduct. If the Borrower subsequently repays all or a portion of such amounts to the Agent, the Agent shall reimburse the Lenders their pro rata shares (according to the amounts paid by them in respect thereof) of the amounts received from the Borrower. Without limiting the generality of the foregoing, each Lender agrees to reimburse the Agent promptly upon demand for its portion (determined as above) of any out-of-pocket expenses (including counsel fees) incurred by the Agent in connection with the preservation of any rights of the Agent or the Lenders under, or the enforcement of, or legal advice in respect of rights or responsibilities under, this Agreement, to the extent that the Agent is not reimbursed for such expenses by the Borrower.

Indemnification of Agent. The Lenders hereby agree Each Lender agrees to indemnify the Agent and its directors, officers, employees and agents (to the extent that the Agent is not reimbursed by the Borrower), on a pro rata basis in accordance with their respective Commitments as a proportion of the aggregate of all outstanding Commitmentsratably according to each Lender's 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 the Agent or its directors, officers, employees or agents in any way relating to or arising out of this Agreement or any other Lender Agreement or any action taken or omitted by the Agent in such capacity under or in respect of this Agreement in its capacity as AgentAgreement; provided that no Lender shall be liable for any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs costs, expenses or disbursements resulting from the Agent’s 's gross negligence or wilful willful misconduct. If the Borrower subsequently repays all or a portion of such amounts to the Agent, the Agent shall reimburse the Lenders their pro rata shares (according to the amounts paid by them in respect thereof) of the amounts received from the Borrower. Without limiting the generality limitation of the foregoing, each Lender agrees to reimburse the Agent promptly upon demand for its portion (determined as above) ratable share of any out-of-pocket expenses (including counsel fees) incurred by the Agent in connection with the preservation of any rights of the Agent preparation, execution, delivery, administration, modification, amendment or the Lenders underenforcement (whether through negotiations, legal proceedings or the enforcement otherwise) of, or legal advice in respect of rights or responsibilities under, this Agreement and each other Lender Agreement, to the extent that the Agent is not reimbursed for such expenses by the Borrower.

Indemnification of Agent. The Lenders hereby agree to indemnify the Agent (to To the extent Agent is not reimbursed and indemnified by the Borrower), on a pro rata basis each Lender will reimburse and indemnify Agent, in accordance with their respective Commitments as a proportion of the aggregate of all outstanding Commitmentsto its Commitment Percentage, from for and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses (including reasonable counsel fees and disbursements) or disbursements of any kind or nature whatsoever which may be imposed on, incurred by, by or asserted against the Agent in performing its duties hereunder, or in any way relating to or arising out of this Agreement or any action taken or omitted by the Agent under or in respect of this Agreement in its capacity as Agentother Loan Document; provided provided, that no Lender shall be liable for any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs costs, expenses or disbursements resulting from the Agent’s gross negligence or wilful misconductwillful misconduct (as determined by a court of competent jurisdiction in a final non-appealable judgment). If any indemnity furnished to Agent for any purpose shall, in the Borrower subsequently repays all or a portion opinion of such amounts to the Agent, be insufficient or become impaired, Agent may call for additional indemnities and cease to do, or not commence, the Agent acts to be indemnified against, even if so directed by Required Lenders until such additional indemnification is provided. The obligations of Lenders under this Section 10.6 shall reimburse survive the Lenders their pro rata shares (according to the amounts paid by them payment in respect thereof) full of the amounts received from Obligations and the Borrower. Without limiting the generality termination of the foregoing, each Lender agrees to reimburse the Agent promptly upon demand for its portion (determined as above) of any out-of-pocket expenses (including counsel fees) incurred by the Agent in connection with the preservation of any rights of the Agent or the Lenders under, or the enforcement of, or legal advice in respect of rights or responsibilities under, this Agreement, to the extent that the Agent is not reimbursed for such expenses by the Borrower.

Indemnification of Agent. The Whether or not the transactions contemplated hereby are consummated, the Lenders hereby agree to shall indemnify the Agent upon demand each Agent-Related Person (to the extent not reimbursed by or on behalf of the BorrowerCompany and without limiting the obligation of the Company to do so), on a pro rata basis in accordance with their respective Commitments as a proportion of the aggregate of all outstanding Commitmentsrata, and hold harmless each Agent-Related Person 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, Indemnified Liabilities incurred by, or asserted against the Agent in any way relating to or arising out of this Agreement or any action taken or omitted by the Agent under or in respect of this Agreement in its capacity as Agentit; provided that no Lender shall be liable for the payment to any Agent-Related Person of any portion of such liabilitiesIndemnified Liabilities to the extent determined in a final, obligations, losses, damages, penalties, actions, judgments, suits, costs expenses or disbursements resulting nonappealable judgment by a court of competent jurisdiction to have resulted from the such Agent’s -Related Person's own gross negligence or wilful willful misconduct. If ; and provided further that no action taken in accordance with the Borrower subsequently repays all or a portion of such amounts to the Agent, the Agent shall reimburse the Lenders their pro rata shares (according to the amounts paid by them in respect thereof) directions of the amounts received from the BorrowerRequired Lenders shall be deemed to constitute gross negligence or willful misconduct for purposes of this Section. Without limiting the generality limitation of the foregoing, each Lender agrees to shall reimburse the Agent promptly upon demand for its portion (determined as above) ratable share of any costs or out-of-pocket expenses (including counsel feesAttorney Costs) incurred by the Agent in connection with the preservation of any rights of the Agent preparation, execution, delivery, administration, modification, amendment or the Lenders underenforcement (whether through negotiations, legal proceedings or the enforcement otherwise) of, or legal advice in respect of rights or responsibilities under, this Agreement, any other Loan Document or any document contemplated by or referred to herein, to the extent that the Agent is not reimbursed for such expenses by or on behalf of the BorrowerCompany. The undertaking in this Section shall survive the payment of all other Obligations and the resignation of the Agent.

Indemnification of Agent. The Lenders hereby agree to indemnify the Agent (to the extent not reimbursed by the Borrower), on a pro rata basis in accordance with their respective Commitments as a proportion of the aggregate of all outstanding 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 which may be imposed on, incurred by, or asserted against the Agent in any way relating to or arising out of this Agreement or any action taken or omitted by the Agent under or in respect of this Agreement in its capacity as Agent; 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 Agent’s gross negligence or wilful misconduct, as determined in a final, non-appealable judgment by a court of competent jurisdiction. If the Borrower subsequently repays all or a portion of such amounts to the Agent, then the Agent shall reimburse the Lenders their pro rata shares (according to the amounts paid by them in respect thereof) of the amounts received from the Borrower. Without limiting the generality of the foregoing, each Lender Xxxxxx agrees to reimburse the Agent promptly upon demand for its portion (determined as above) of any out-of-pocket expenses (including counsel fees) incurred by the Agent in connection with the preservation of any rights of the Agent or the Lenders under, or the enforcement of, or legal advice in respect of rights or responsibilities under, this Agreement, to the extent that the Agent is not reimbursed for such expenses by the Borrower.

Indemnification of Agent. The Lenders hereby agree to indemnify the Agent (to the extent not reimbursed by the BorrowerBorrowers), on a pro rata basis in accordance with their respective Commitments as a proportion of the aggregate of all outstanding 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 which may be imposed on, incurred by, or asserted against the Agent in any way relating to or arising out of this Agreement or any action taken or omitted by the Agent under or in respect of this Agreement in its capacity as Agent; 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 Agent’s 's fraud, gross negligence or wilful misconduct. If any of the Borrower Borrowers subsequently repays all or a portion of such amounts to the Agent, then the Agent shall reimburse the Lenders their pro rata shares (according to the amounts paid by them in respect thereof) of the amounts received from the BorrowerBorrowers. Without limiting the generality of the foregoing, each Lender agrees to reimburse the Agent promptly upon demand for its portion (determined as above) of any out-of-pocket expenses (including counsel fees) incurred by the Agent in connection with the preservation of any rights of the Agent or the Lenders under, or the enforcement of, or legal advice in respect of rights or responsibilities under, this Agreement, to the extent that the Agent is not reimbursed for such expenses by the BorrowerBorrowers.

Indemnification of Agent. The Lenders Whether or not the transactions contemplated hereby agree to are consummated, the Banks shall indemnify the Agent upon demand each Agent-Related Person (to the extent not reimbursed by or on behalf of the BorrowerCompany and without limiting the obligation of the Company to do so), on a pro rata basis in accordance with their respective Commitments as a proportion of the aggregate of all outstanding Commitmentsrata, and hold harmless each Agent-Related Person from and against any and all liabilitiesIndemnified Liabilities incurred by it; provided, obligationshowever, 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 the Agent in any way relating to or arising out of this Agreement or any action taken or omitted by the Agent under or in respect of this Agreement in its capacity as Agent; provided that no Lender Bank shall be liable for the payment to any Agent-Related Person of any portion of such liabilitiesIndemnified Liabilities to the extent determined in a final, obligations, losses, damages, penalties, actions, judgments, suits, costs expenses or disbursements resulting nonappealable judgment by a court of competent jurisdiction to have resulted from the Agent’s such Person's own gross negligence or wilful willful misconduct. If ; provided, however, that no action taken in accordance with the Borrower subsequently repays all or a portion of such amounts to the Agent, the Agent shall reimburse the Lenders their pro rata shares (according to the amounts paid by them in respect thereof) directions of the amounts received from the BorrowerMajority Banks shall be deemed to constitute gross negligence or willful misconduct for purposes of this Section. Without limiting the generality limitation of the foregoing, each Lender agrees to Bank shall reimburse the Agent promptly upon demand for its portion (determined as above) ratable share of any costs or out-of-pocket expenses (including counsel feesAttorney Costs) incurred by the Agent in connection with the preservation of any rights of the Agent preparation, execution, delivery, administration, modification, amendment or the Lenders underenforcement (whether through negotiations, legal proceedings or the enforcement otherwise) of, or legal advice in respect of rights or responsibilities under, this Agreement, any other Loan Document, or any document contemplated by or referred to herein, to the extent that the Agent is not reimbursed for such expenses by or on behalf of the BorrowerCompany. The undertaking in this Section shall survive termination of the Commitments, the payment of all Obligations hereunder and the resignation of the Agent.

Indemnification of Agent. The Lenders hereby agree Each Lender agrees to indemnify the Agent and its directors, officers, employees and agents (to the extent that the Agent is not reimbursed by the Borrower), on a pro rata basis in accordance with their respective Commitments as a proportion of the aggregate of all outstanding Commitmentsratably according to each Lender's 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 the Agent or its directors, officers, employees or agents in any way relating to or arising out of this Agreement or any other Lender Agreement or any action taken or omitted by the Agent in such capacity under or in respect of this Agreement in its capacity as AgentAgreement; provided PROVIDED that no Lender shall be liable for any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs costs, expenses or disbursements resulting from the Agent’s 's gross negligence or wilful misconduct. If the Borrower subsequently repays all or a portion of such amounts to the Agent, the Agent shall reimburse the Lenders their pro rata shares (according to the amounts paid by them in respect thereof) of the amounts received from the Borrower. Without limiting the generality limitation of the foregoing, each Lender agrees to reimburse the Agent promptly upon demand for its portion (determined as above) ratable share of any out-of-pocket expenses (including counsel fees) incurred by the Agent in connection with the preservation of any rights of the Agent preparation, execution, delivery, administration, modification, amendment or the Lenders underenforcement (whether through negotiations, legal proceedings or the enforcement otherwise) of, or legal advice in respect of rights or responsibilities under, this Agreement and each other Lender Agreement, to the extent that the Agent is not reimbursed for such expenses by the Borrower.

Indemnification of Agent. The Lenders hereby agree to indemnify the Agent (to the extent not reimbursed by the Borrower)) ratably, on a pro rata basis in accordance with according to their respective Commitments as a proportion of the aggregate of all outstanding CommitmentsCommitment Percentages, from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses (including attorneys’ fees) or disbursements of any kind or nature whatsoever which that may be imposed on, incurred by, by or asserted against the Agent in its capacity as agent in any way relating to or arising out of this Agreement or any other Loan Document or any action taken or omitted by the Agent under or in with respect of to this Agreement in its capacity as Agent; or any other Loan Document, provided that no Lender shall be liable for any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs costs, expenses (including attorneys’ fees) or disbursements resulting from the Agent’s gross negligence or wilful misconductwillful misconduct as determined by a court of competent jurisdiction, or from any action taken or omitted by Agent in any capacity other than as agent under this Agreement or any other Loan Document. If No action taken in accordance with the Borrower subsequently repays all or a portion of such amounts to the Agent, the Agent shall reimburse the Lenders their pro rata shares (according to the amounts paid by them in respect thereof) directions of the amounts received from the BorrowerRequired Lenders shall be deemed to constitute gross negligence or willful misconduct for purposes of this Section 9.9. Without limiting the generality The undertaking in this Section 9.9 shall survive repayment of the foregoingLoans, each Lender agrees to reimburse the Agent promptly upon demand for its portion (determined as above) of any out-of-pocket expenses (including counsel fees) incurred by the Agent in connection with the preservation of any rights cancellation of the Agent Notes, if any, expiration or termination of the Lenders Letters of Credit, termination of the Commitment, any foreclosure under, or the enforcement modification, release or discharge of, any or legal advice in respect all of rights the Loan Documents, termination of this Agreement and the resignation or responsibilities under, this Agreement, to replacement of the extent that the Agent is not reimbursed for such expenses by the Borroweragent.

Indemnification of Agent. The Lenders hereby agree to indemnify the Agent (to To the extent Agent is not reimbursed by or on behalf of Borrower, and without limiting the Borrower)obligation of Borrower to do so, on a pro rata basis in accordance with their respective Commitments as a proportion of the aggregate of all outstanding CommitmentsLenders will Pro Rata reimburse and indemnify Agent, from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses (including attorneys' fees and expenses) or disbursements of any kind or nature whatsoever which that may at any time (including at any time following the indefeasible repayment in full of the Revolving Credit Loan) be imposed on, incurred by, by or asserted against the Agent in any way relating to or arising out of this Agreement or any other Loan Document or the transactions contemplated thereby or any action taken or omitted by the Agent under or in respect connection with any of this Agreement the foregoing, and in its capacity as Agentparticular will reimburse Agent for out-of-pocket expenses promptly upon demand by Agent therefor, EVEN IF INCURRED DUE TO THE ORDINARY NEGLIGENCE OF AGENT; provided provided, however, that no Lender shall be liable for any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs costs, expenses or disbursements resulting finally determined by a court of competent jurisdiction and not subject to any appeal or pursuant to arbitration to have resulted from the Agent’s 's gross negligence or wilful reckless or willful misconduct. If the Borrower subsequently repays all or a portion Agent may offset any amounts due Agent by any Lender against obligations of such amounts Agent to the Agent, the Agent shall reimburse the Lenders their pro rata shares (according to the amounts paid by them in respect thereof) of the amounts received from the Borrower. Without limiting the generality of the foregoing, each Lender agrees to reimburse the Agent promptly upon demand for its portion (determined as above) of any out-of-pocket expenses (including counsel fees) incurred by the Agent in connection with the preservation of any rights of the Agent or the Lenders under, or the enforcement of, or legal advice in respect of rights or responsibilities under, this Agreement, to the extent that the Agent is not reimbursed for such expenses by the BorrowerLender.

Indemnification of Agent. The Lenders hereby agree Each Lender agrees to indemnify the Agent and its directors, officers, employees and agents (to the extent that the Agent is not reimbursed by American Ski or the BorrowerBorrowers), on a pro rata basis in accordance with their respective Commitments as a proportion of the aggregate of all outstanding Commitmentsratably according to each Lender's 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 the Agent or its directors, officers, employees or agents in any way relating to or arising out of this Agreement or any other Lender Agreement or any action taken or omitted by the Agent in such capacity under or in respect of this Agreement in its capacity as AgentAgreement; provided PROVIDED that no Lender shall be liable for any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs costs, expenses or disbursements resulting from the Agent’s 's gross negligence or wilful misconduct. If the Borrower subsequently repays all or a portion of such amounts to the Agent, the Agent shall reimburse the Lenders their pro rata shares (according to the amounts paid by them in respect thereof) of the amounts received from the Borrower. Without limiting the generality limitation of the foregoing, each Lender agrees to reimburse the Agent promptly upon demand for its portion (determined as above) ratable share of any out-of-pocket expenses (including counsel fees) incurred by the Agent in connection with the preservation of any rights of the Agent preparation, execution, delivery, administration, modification, amendment or the Lenders underenforcement (whether through negotiations, legal proceedings or the enforcement otherwise) of, or legal advice in respect of rights or responsibilities under, this Agreement and each other Lender Agreement, to the extent that the Agent is not reimbursed for such expenses by American Ski the BorrowerBorrowers.

Indemnification of Agent. The Lenders hereby agree Each Lender agrees to indemnify the Agent (to the extent not reimbursed by the Borrower), on a Borrower and without limiting the obligation of the Borrower to do so) pro rata basis in accordance with their such Lender's respective Commitments as a proportion of the aggregate of all outstanding CommitmentsCommitment 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 at any time be imposed on, incurred by, or asserted against the Agent (in its capacity as Agent but not as a Lender) in any way relating to or arising out of this Agreement the Loan Documents, any transaction contemplated hereby or thereby or any action taken or omitted by the Agent under or in respect of this Agreement in its capacity as Agentthe Loan Documents (collectively, “Indemnifiable Amounts”); provided provided, however, that no Lender shall be liable for any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs expenses or disbursements Indemnifiable Amounts to the extent resulting from the Agent’s 's gross negligence or wilful misconduct. If willful misconduct or if the Borrower subsequently repays all or a portion Agent fails to follow the written direction of the Requisite Lenders unless such amounts failure is pursuant to the Agent, the Agent shall reimburse reasonable advice of counsel of which the Lenders their pro rata shares (according to the amounts paid by them in respect thereof) of the amounts have received from the Borrowernotice. Without limiting the generality of the foregoingforegoing but subject to the preceding provision, each Lender agrees to reimburse the Agent (to the extent not reimbursed by the Borrower and without limiting the obligation of the Borrower to do so) promptly upon demand for its portion ratable share of any out-of-pocket expenses (determined as aboveincluding reasonable counsel fees of the counsel(s) of the Agent's own choosing) incurred by the Agent in connection with the preparation, negotiation, execution, administration or enforcement of, or legal advice with respect to the rights or responsibilities of the parties under, the Loan Documents, any suit or action brought by the Agent to enforce the terms of the Loan Documents and/or collect any Obligations, any “lender liability” suit or claim brought against the Agent and/or the Lenders, and any claim or suit brought against the Agent and/or the Lenders arising under any Environmental Laws. Such out-of-pocket expenses (including counsel fees) incurred shall be advanced by the Agent in connection with Lenders on the preservation of any rights request of the Agent notwithstanding any claim or the Lenders under, or the enforcement of, or legal advice in respect of rights or responsibilities under, this Agreement, to the extent assertion that the Agent is not reimbursed for such expenses entitled to indemnification hereunder upon receipt of an undertaking by the BorrowerAgent that the Agent will reimburse the Lenders if it is actually and finally determined by a court of competent jurisdiction that the Agent is not so entitled to indemnification. The agreements in this Section shall survive the payment of the Loans and all other amounts payable hereunder or under the other Loan Documents and the termination of this Agreement. If the Borrower shall reimburse the Agent for any Indemnifiable Amount following payment by any Lender to the Agent in respect of such Indemnifiable Amount pursuant to this Section, the Agent shall share such reimbursement on a ratable basis with each Lender making any such payment.

Indemnification of Agent. The Lenders hereby agree Each Lender agrees to indemnify the Agent (to the extent not reimbursed by the Borrower), on a Borrowers and without limiting the obligation of the Borrowers to do so) pro rata basis in accordance with their such Lender's respective Commitments as a proportion of the aggregate of all outstanding CommitmentsCommitment 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 at any time be imposed on, incurred by, or asserted against the Agent (in its capacity as Agent but not as a Lender) in any way relating to or arising out of this Agreement the Loan Documents, any transaction contemplated hereby or thereby or any action taken or omitted by the Agent under or in respect of this Agreement in its capacity as Agentthe Loan Documents (collectively, "Indemnifiable Amounts"); provided provided, however, that no Lender shall be liable for any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs expenses or disbursements Indemnifiable Amounts to the extent resulting from the Agent’s 's gross negligence or wilful misconduct. If willful misconduct or if the Borrower subsequently repays all or a portion Agent fails to follow the written direction of the Requisite Lenders unless such amounts failure is pursuant to the Agent, the Agent shall reimburse reasonable advice of counsel of which the Lenders their pro rata shares (according to the amounts paid by them in respect thereof) of the amounts have received from the Borrowernotice. Without limiting the generality of the foregoingforegoing but subject to the preceding proviso, each Lender agrees to reimburse the Agent (to the extent not reimbursed by the Borrowers and without limiting the obligation of the Borrowers to do so) promptly upon demand for its portion ratable share of any out-of-pocket expenses (determined as aboveincluding reasonable counsel fees of the counsel (s) of the Agent's own choosing) incurred by the Agent in connection with the preparation, negotiation, execution, administration or enforcement of, or legal advice with respect to the rights or responsibilities of the parties under, the Loan Documents, any suit or action brought by the Agent to enforce the terms of the Loan Documents and/or collect any Obligations, any "lender liability" suit or claim brought against the Agent and/or the Lenders, and any claim or suit brought against the Agent and/or the Lenders arising under any Environmental Laws. Such out-of-pocket expenses (including counsel fees) incurred shall be advanced by the Agent in connection with Lenders on the preservation of any rights request of the Agent notwithstanding any claim or the Lenders under, or the enforcement of, or legal advice in respect of rights or responsibilities under, this Agreement, to the extent assertion that the Agent is not reimbursed for such expenses entitled to indemnification hereunder upon receipt of an undertaking by the Borrower.Agent that the Agent will reimburse the Lenders if it is actually and finally determined by a court of competent jurisdiction that the Agent is not so entitled to indemnification. The agreements in this Section shall survive the payment of the Loans and all other amounts payable hereunder or under the other Loan Documents and the termination of this Agreement. If the Borrowers shall reimburse the Agent for any Indemnifiable Amount following payment by any Lender to the Agent in respect of such Indemnifiable Amount pursuant to this Section, the Agent shall share such reimbursement on a ratable basis with each Lender making any such payment. Section 11.8

Indemnification of Agent. The Lenders hereby agree to indemnify the Agent (to To the extent Agent is not reimbursed by or on behalf of Borrower, and without limiting the Borrower)obligation of Borrower to do so, on a pro rata basis in accordance with their respective Commitments as a proportion of the aggregate of all outstanding CommitmentsLenders will reimburse and indemnify Agent, from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses (including attorneys' fees and expenses) or disbursements of any kind or nature whatsoever which that may at any time (including at any time following the indefeasible repayment in full of the Loans) be imposed on, incurred by, by or asserted against the Agent in any way relating to or arising out of this Agreement or any other Loan Document or the transactions contemplated thereby or any action taken or omitted by the Agent under or in respect connection with any of this Agreement the foregoing, and in its capacity as Agentparticular will reimburse Agent for out-of-pocket expenses promptly upon demand by Agent therefor; provided provided, however, that no Lender shall be liable for any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs costs, expenses or disbursements resulting finally determined by a court of competent jurisdiction and not subject to any appeal or pursuant to arbitration to have resulted from the Agent’s 's gross negligence or wilful reckless or willful misconduct. If the Borrower subsequently repays all or a portion Agent may offset any amounts due Agent by any Lender against obligations of such amounts Agent to the Agent, the Agent shall reimburse the Lenders their pro rata shares (according to the amounts paid by them in respect thereof) of the amounts received from the Borrower. Without limiting the generality of the foregoing, each Lender agrees to reimburse the Agent promptly upon demand for its portion (determined as above) of any out-of-pocket expenses (including counsel fees) incurred by the Agent in connection with the preservation of any rights of the Agent or the Lenders under, or the enforcement of, or legal advice in respect of rights or responsibilities under, this Agreement, to the extent that the Agent is not reimbursed for such expenses by the BorrowerLender.

Indemnification of Agent. The Lenders hereby agree to indemnify the Agent (to the extent not reimbursed by the Borrower), on a pro rata basis in accordance with their respective Commitments as a proportion of the aggregate of all outstanding CommitmentsPro Rata Basis, 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 the Agent in any way relating to or arising out of this Agreement or any action taken or omitted by the Agent under or in respect of this Agreement in its capacity as Agent; provided that no Lender shall be liable for any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs costs, expenses or disbursements resulting from the Agent’s gross negligence or wilful misconduct. If the Borrower subsequently repays all or a portion of such amounts to the Agent, the Agent shall reimburse the Lenders their pro rata shares Pro Rata Shares (adjusted according to the amounts paid by them in respect thereof) of the amounts received from the Borrower. Without limiting the generality of the foregoing, each Lender agrees to reimburse the Agent promptly upon demand for its portion (determined as above) of any out-of-pocket expenses (including counsel fees) incurred by the Agent in connection with the preservation of any rights of the Agent or the Lenders under, or the enforcement of, or legal advice in respect of rights or responsibilities under, this Agreement, to the extent that the Agent is not reimbursed for such expenses by the Borrower.

Indemnification of Agent. The Lenders hereby agree to indemnify the Agent (to the extent not reimbursed by the Borrower)) ratably, on a pro rata basis in accordance with according to their respective Commitments as a proportion of the aggregate of all outstanding CommitmentsCommitment Percentages, from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses (including attorneys’ fees) or disbursements of any kind or nature whatsoever which that may be imposed on, incurred by, by or asserted against the Agent in its capacity as agent in any way relating to or arising out of this Agreement or any Loan Document or any action taken or omitted by the Agent under or in with respect of to this Agreement in its capacity as Agent; or any Loan Document, provided that no Lender shall be liable for any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs costs, expenses (including attorneys’ fees) or disbursements resulting from the Agent’s gross negligence or wilful misconductwillful misconduct as determined by a court of competent jurisdiction, or from any action taken or omitted by Agent in any capacity other than as agent under this Agreement or any other Loan Document. If No action taken in accordance with the Borrower subsequently repays all or a portion of such amounts to the Agent, the Agent shall reimburse the Lenders their pro rata shares (according to the amounts paid by them in respect thereof) directions of the amounts received from the BorrowerRequired Lenders shall be deemed to constitute gross negligence or willful misconduct for purposes of this Section 9.11. Without limiting the generality The undertaking in this Section 9.11 shall survive repayment of the foregoingLoans, each Lender agrees to reimburse the Agent promptly upon demand for its portion (determined as above) of any out-of-pocket expenses (including counsel fees) incurred by the Agent in connection with the preservation of any rights cancellation of the Agent Notes, if any, expiration or termination of the Lenders Letters of Credit, termination of the Commitment, any foreclosure under, or the enforcement modification, release or discharge of, any or legal advice in respect all of rights the Loan Documents, termination of this Agreement and the resignation or responsibilities under, this Agreement, to replacement of the extent that the Agent is not reimbursed for such expenses by the Borroweragent.

Indemnification of Agent. The Lenders hereby agree to indemnify the Agent (to the extent not reimbursed by the Borrower)Borrowers) ratably, on a pro rata basis in accordance with according to their respective Commitments as a proportion of the aggregate of all outstanding CommitmentsCommitment Percentages, from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses (including attorneys’ fees and expenses) or disbursements of any kind or nature whatsoever which that may be imposed on, incurred by, by or asserted against the Agent in its capacity as agent in any way relating to or arising out of this Agreement or any Loan Document or any action taken or omitted by the Agent under or in with respect of to this Agreement in its capacity as Agent; or any Loan Document, provided that no Lender shall be liable for any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs costs, expenses (including attorneys’ fees and expenses or disbursements resulting from the Agent’s gross negligence or wilful misconductwillful misconduct as determined by a court of competent jurisdiction, or from any action taken or omitted by Agent in any capacity other than as agent under this Agreement or any other Loan Document. If No action taken in accordance with the Borrower subsequently repays all or a portion of such amounts to the Agent, the Agent shall reimburse the Lenders their pro rata shares (according to the amounts paid by them in respect thereof) directions of the amounts received from the BorrowerRequired Lenders shall be deemed to constitute gross negligence or willful misconduct for purposes of this Section 10.10. Without limiting the generality The undertaking in this Section 10.10 shall survive repayment of the foregoingLoans, each Lender agrees to reimburse the Agent promptly upon demand for its portion (determined as above) of any out-of-pocket expenses (including counsel fees) incurred by the Agent in connection with the preservation of any rights cancellation of the Agent Notes, if any, expiration or termination of the Lenders Letters of Credit, termination of the Commitment, any foreclosure under, or the enforcement modification, release or discharge of, any or legal advice in respect all of rights the Loan Documents, termination of this Agreement and the resignation or responsibilities under, this Agreement, to replacement of the extent that the Agent is not reimbursed for such expenses by the Borroweragent.

Indemnification of Agent. The Lenders hereby agree to indemnify the Agent (to To the extent Agent is not reimbursed by or on behalf of Borrower, and without limiting the Borrower)obligation of Borrower to do so, on a pro rata basis in accordance with their respective Commitments as a proportion of the aggregate of all outstanding CommitmentsLenders will reimburse and indemnify Agent, from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses (including attorneys’ fees and expenses) or disbursements of any kind or nature whatsoever which that may at any time (including at any time following the indefeasible repayment in full of the Loans) be imposed on, incurred by, by or asserted against the Agent in any way relating to or arising out of this Agreement or any other Credit Document or the transactions contemplated thereby or any action taken or omitted by the Agent under or in respect connection with any of this Agreement the foregoing, and in its capacity as Agentparticular will reimburse Agent for out-of-pocket expenses promptly upon demand by Agent therefor; provided provided, however, that no Lender shall be liable for any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs costs, expenses or disbursements resulting finally determined by a court of competent jurisdiction and not subject to any appeal or pursuant to arbitration to have resulted from the Agent’s gross negligence or wilful reckless or willful misconduct. If the Borrower subsequently repays all or a portion Agent may offset any amounts due Agent by any Lender against obligations of such amounts Agent to the Agent, the Agent shall reimburse the Lenders their pro rata shares (according to the amounts paid by them in respect thereof) of the amounts received from the Borrower. Without limiting the generality of the foregoing, each Lender agrees to reimburse the Agent promptly upon demand for its portion (determined as above) of any out-of-pocket expenses (including counsel fees) incurred by the Agent in connection with the preservation of any rights of the Agent or the Lenders under, or the enforcement of, or legal advice in respect of rights or responsibilities under, this Agreement, to the extent that the Agent is not reimbursed for such expenses by the BorrowerLender.

Indemnification of Agent. The Lenders hereby agree Each Lender agrees to indemnify the Agent (to the extent not reimbursed by the Borrower), on a Borrower and without limiting the obligation of the Borrower to do so) pro rata basis in accordance with their such Lender’s respective Commitments as a proportion of the aggregate of all outstanding CommitmentsCommitment 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 at any time be imposed on, incurred by, or asserted against the Agent (in its capacity as Agent but not as a Lender) in any way relating to or arising out of this Agreement the Loan Documents, any transaction contemplated hereby or thereby or any action taken or omitted by the Agent under or in respect of this Agreement in its capacity as Agentthe Loan Documents (collectively, “Indemnifiable Amounts”); provided provided, however, that no Lender shall be liable for any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs expenses or disbursements Indemnifiable Amounts to the extent resulting from the Agent’s gross negligence or wilful misconduct. If willful misconduct or if the Borrower subsequently repays all or a portion Agent fails to follow the written direction of the Requisite Lenders, unless such amounts failure is pursuant to the Agent, the Agent shall reimburse reasonable advice of counsel of which the Lenders their pro rata shares (according to the amounts paid by them in respect thereof) of the amounts have received from the Borrowernotice. Without limiting the generality of the foregoingforegoing but subject to the preceding provision, each Lender agrees to reimburse the Agent (to the extent not reimbursed by the Borrower and without limiting the obligation of the Borrower to do so) promptly upon demand for its portion ratable share of any out-of-pocket expenses (determined as aboveincluding reasonable counsel fees of the counsel(s) of the Agent’s own choosing) incurred by the Agent in connection with the preparation, negotiation, execution, administration or enforcement of, or legal advice with respect to the rights or responsibilities of the parties under, the Loan Documents, any suit or action brought by the Agent to enforce the terms of the Loan Documents and/or collect any Obligations, any “lender liability” suit or claim brought against the Agent and/or the Lenders, and any claim or suit brought against the Agent and/or the Lenders arising under any Environmental Laws. Such out-of-pocket expenses (including counsel fees) incurred shall be advanced by the Agent in connection with Lenders on the preservation of any rights request of the Agent notwithstanding any claim or the Lenders under, or the enforcement of, or legal advice in respect of rights or responsibilities under, this Agreement, to the extent assertion that the Agent is not reimbursed for such expenses entitled to indemnification hereunder upon receipt of an undertaking by the BorrowerAgent that the Agent will reimburse the Lenders if it is actually and finally determined by a court of competent jurisdiction that the Agent is not so entitled to indemnification. The agreements in this Section shall survive the payment of the Loans and all other amounts payable hereunder or under the other Loan Documents and the termination of this Agreement. If the Borrower shall reimburse the Agent for any Indemnifiable Amount following payment by any Lender to the Agent in respect of such Indemnifiable Amount pursuant to this Section, the Agent shall share such reimbursement on a ratable basis with each Lender making any such payment.

Indemnification of Agent. The Lenders hereby agree to indemnify the Agent (to the extent not reimbursed by the Borrower)Borrowers) ratably, on a pro rata basis in accordance with according to their respective Commitments as a proportion of the aggregate of all outstanding CommitmentsCommitment Percentages, from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses (including reasonable attorneys’ fees and expenses) or disbursements of any kind or nature whatsoever which that may be imposed on, incurred by, by or asserted against the Agent in its capacity as agent in any way relating to or arising out of this Agreement or any Loan Document or any action taken or omitted by the Agent under or in with respect of to this Agreement in its capacity as Agent; or any Loan Document, provided that no Lender shall be liable for any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs costs, expenses (including reasonable attorneys’ fees and expenses) or disbursements resulting from the Agent’s gross negligence or wilful misconductwillful misconduct as determined by a court of competent jurisdiction, or from any action taken or omitted by Agent in any capacity other than as agent under this Agreement or any other Loan Document. If No action taken in accordance with the Borrower subsequently repays all or a portion of such amounts to the Agent, the Agent shall reimburse the Lenders their pro rata shares (according to the amounts paid by them in respect thereof) directions of the amounts received from the BorrowerRequired Lenders shall be deemed to constitute gross negligence or willful misconduct for purposes of this Section 9.10. Without limiting the generality The undertaking in this Section 9.10 shall survive repayment of the foregoingLoans, each Lender agrees to reimburse the Agent promptly upon demand for its portion (determined as above) of any out-of-pocket expenses (including counsel fees) incurred by the Agent in connection with the preservation of any rights cancellation of the Agent Notes, if any, expiration or termination of the Lenders Letters of Credit, termination of the Commitment, any foreclosure under, or the enforcement modification, release or discharge of, any or legal advice in respect all of rights the Loan Documents, termination of this Agreement and the resignation or responsibilities under, this Agreement, to replacement of the extent that the Agent is not reimbursed for such expenses by the Borroweragent.

Indemnification of Agent. The Lenders hereby agree to indemnify the Agent (to the extent not reimbursed by the Borrower)Borrowers) ratably, on a pro rata basis in accordance with according to their respective Commitments as a proportion of the aggregate of all outstanding CommitmentsOverall Commitment Percentages, from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses (including attorneys’ fees and expenses) or disbursements of any kind or nature whatsoever which that may be imposed on, incurred by, by or asserted against the Agent in its capacity as agent in any way relating to or arising out of this Agreement or any Loan Document or any action taken or omitted by the Agent under or in with respect of to this Agreement in its capacity as Agent; or any Loan Document, provided that no Lender shall be liable for any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs costs, expenses (including attorneys’ fees and expenses) or disbursements resulting from the Agent’s gross negligence or wilful misconductwillful misconduct as determined by a court of competent jurisdiction, or from any action taken or omitted by Agent in any capacity other than as agent under this Agreement or any other Loan Document. If No action taken in accordance with the Borrower subsequently repays all or a portion of such amounts to the Agent, the Agent shall reimburse the Lenders their pro rata shares (according to the amounts paid by them in respect thereof) directions of the amounts received from the BorrowerRequired Lenders shall be deemed to constitute gross negligence or willful misconduct for purposes of this Section 10.10. Without limiting the generality The undertaking in this Section 10.10 shall survive repayment of the foregoingLoans, each Lender agrees to reimburse the Agent promptly upon demand for its portion (determined as above) of any out-of-pocket expenses (including counsel fees) incurred by the Agent in connection with the preservation of any rights cancellation of the Agent Notes, if any, expiration or termination of the Lenders Letters of Credit, termination of the Commitment, 113 any foreclosure under, or the enforcement modification, release or discharge of, any or legal advice in respect all of rights the Loan Documents, termination of this Agreement and the resignation or responsibilities under, this Agreement, to replacement of the extent that the Agent is not reimbursed for such expenses by the Borroweragent.

Indemnification of Agent. The Lenders hereby agree to indemnify the Agent (to the extent not reimbursed by the Borrower), on a pro rata basis in accordance with their respective Commitments as a proportion of the aggregate of all outstanding CommitmentsPro Rata Basis, 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 the Agent in any way relating to or arising out of this Agreement or any action taken or omitted by the Agent under or in respect of this Agreement in its capacity as Agent; provided that no Lender shall be liable for any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs costs, expenses or disbursements resulting from the Agent’s 's gross negligence or wilful misconductmisconduct as determined by a court of competent jurisdiction in a final, non-appealable judgment. If the Borrower subsequently repays all or a portion of such amounts to the Agent, the Agent shall reimburse the Lenders their pro rata shares Pro Rata Shares (according to the amounts paid by them in respect thereof) of the amounts received from the Borrower. Without limiting the generality of the foregoing, each Lender agrees to reimburse the Agent promptly upon demand for its portion (determined as above) of any out-of-pocket expenses (including counsel fees) incurred by the Agent in connection with the preservation of any rights of the Agent or the Lenders under, or the enforcement of, or legal advice in respect of rights or responsibilities under, this Agreement, to the extent that the Agent is not reimbursed for such expenses by the Borrower.

Indemnification of Agent. The Lenders hereby agree Each Lender agrees to indemnify the Agent (to the extent not reimbursed by the Borrower), on a Borrower and without limiting the obligation of the Borrower to do so) pro rata basis in accordance with their such Lender's respective Commitments as a proportion of the aggregate of all outstanding CommitmentsCommitment 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 at any time be imposed on, incurred by, or asserted against the Agent (in its capacity as Agent but not as a Lender) in any way relating to or arising out of this Agreement the Loan Documents, any transaction contemplated hereby or thereby or any action taken or omitted by the Agent under or in respect of this Agreement in its capacity as Agentthe Loan Documents (collectively, "Indemnifiable Amounts"); provided provided, however, that no Lender shall be liable for any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs expenses or disbursements Indemnifiable Amounts to the extent resulting from the Agent’s 's gross negligence or wilful misconduct. If willful misconduct or if the Borrower subsequently repays all or a portion Agent fails to follow the written direction of the Requisite Lenders unless such amounts failure is pursuant to the Agent, the Agent shall reimburse reasonable advice of counsel of which the Lenders their pro rata shares (according to the amounts paid by them in respect thereof) of the amounts have received from the Borrowernotice. Without limiting the generality of the foregoingforegoing but subject to the preceding proviso, each Lender agrees to reimburse the Agent (to the extent not reimbursed by the Borrower and without limiting the obligation of the Borrower to do so) promptly upon demand for its portion (determined as above) ratable share of any out-of-pocket out‑of‑pocket expenses (including reasonable counsel feesfees of the counsel(s) of the Agent's own choosing) incurred by the Agent in connection with the preservation of any rights of the Agent preparation, negotiation, execution, administration or the Lenders under, or the enforcement of, or legal advice in with respect of to the rights or responsibilities of the parties under, this Agreementthe Loan Documents, any suit or action brought by the Agent to enforce the extent terms of the Loan Documents and/or collect any Obligations, any "lender liability" suit or claim brought against the Agent and/or the Lenders, and any claim or suit brought against the Agent and/or the Lenders arising under any Environmental Laws. Such out‑of‑pocket expenses (including counsel fees) shall be advanced by the Lenders on the request of the Agent notwithstanding any claim or assertion that the Agent is not reimbursed for such expenses entitled to indemnification hereunder upon receipt of an undertaking by the BorrowerAgent that the Agent will reimburse the Lenders if it is actually and finally determined by a court of competent jurisdiction that the Agent is not so entitled to indemnification. The agreements in this Section shall survive the payment of the Loans and all other amounts payable hereunder or under the other Loan Documents and the termination of this Agreement. If the Borrower shall reimburse the Agent for any Indemnifiable Amount following payment by any Lender to the Agent in respect of such Indemnifiable Amount pursuant to this Section, the Agent shall share such reimbursement on a ratable basis with each Lender making any such payment.

Indemnification of Agent. The Lenders hereby agree to indemnify the Agent (to the extent not reimbursed by the Borrower), on a pro rata basis basis, in accordance with their respective Commitments commitments as a proportion of the aggregate of all outstanding Commitmentscommitments, 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 the Agent in any way relating to or arising out of this Agreement or any action taken or omitted by the Agent under or in respect of this Agreement in its capacity as Agent; provided that no Lender shall be liable for any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs costs, expenses or disbursements resulting from the Agent’s 's gross negligence or wilful misconduct. If the Borrower subsequently repays all or a portion of such amounts to the Agent, then the Agent shall reimburse the Lenders their pro rata shares (according to the amounts paid by them in respect thereof) of the amounts received from the Borrower. Without limiting the generality of the foregoing, each Lender agrees to reimburse the Agent promptly upon demand for its portion (determined as above) of any out-of-pocket expenses (including counsel fees) incurred by the Agent in connection with the preservation of any rights of the Agent or the Lenders under, or the enforcement of, or legal advice in respect of rights or responsibilities under, this Agreement, to the extent that the Agent is not reimbursed for such expenses by the Borrower.

Indemnification of Agent. The Lenders hereby agree to indemnify the Agent (to To the extent Agent is not promptly reimbursed and indemnified by the Borrower)Loan Parties, on a pro rata basis each Lender will reimburse and indemnify Agent, in accordance with their respective Commitments as a proportion of the aggregate of all outstanding Commitmentsto its Pro Rata Share, from for and against any and all 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, by or asserted against the Agent in performing its duties hereunder, or in any way relating to or arising out of this Agreement, any Other Agreement or arising from any action taken or omitted agreement with any Subagent appointed by the Agent under or in respect of this Agreement in its capacity as Agent; provided provided, that no Lender shall be liable for any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs costs, expenses or disbursements resulting from the Agent’s 's gross negligence or wilful willful misconduct. If any indemnity furnished to Agent for any purpose shall, in the Borrower subsequently repays all or a portion opinion of such amounts to the Agent, be insufficient or become impaired, Agent may call for additional indemnities and cease to do, or not commence, the Agent acts to be indemnified against, even if so directed by Requisite Lenders or all Lenders, as applicable, until such additional indemnification is provided. The obligations of Lenders under this subsection 27(f) shall reimburse survive the Lenders their pro rata shares (according to the amounts paid by them payment in respect thereof) full of the amounts received from Liabilities and the Borrower. Without limiting the generality termination of the foregoing, each Lender agrees to reimburse the Agent promptly upon demand for its portion (determined as above) of any out-of-pocket expenses (including counsel fees) incurred by the Agent in connection with the preservation of any rights of the Agent or the Lenders under, or the enforcement of, or legal advice in respect of rights or responsibilities under, this Agreement, to the extent that the Agent is not reimbursed for such expenses by the Borrower.

Indemnification of Agent. The Lenders hereby agree to indemnify the Agent (to the extent not reimbursed by the BorrowerBorrowers), on a pro rata basis in accordance with their respective Commitments as a proportion of the aggregate of all outstanding 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 which may be imposed on, incurred by, or asserted against the Agent in any way relating to or arising out of this Agreement or any action taken or omitted by the Agent under or in respect of this Agreement in its capacity as Agent; 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 Agent’s fraud, gross negligence or wilful misconduct. If any of the Borrower Borrowers subsequently repays all or a portion of such amounts to the Agent, then the Agent shall reimburse the Lenders their pro rata shares (according to the amounts paid by them in respect thereof) of the amounts received from the BorrowerBorrowers. Without limiting the generality of the foregoing, each Lender agrees to reimburse the Agent promptly upon demand for its portion (determined as above) of any out-of-pocket expenses (including counsel fees) incurred by the Agent in connection with the preservation of any rights of the Agent or the Lenders under, or the enforcement of, or legal advice in respect of rights or responsibilities under, this Agreement, to the extent that the Agent is not reimbursed for such expenses by the BorrowerBorrowers.

Indemnification of Agent. The Lenders hereby agree to indemnify the Agent (to the extent not reimbursed by the Borrower), on a pro rata basis in accordance with their respective Commitments as a proportion of the aggregate of all outstanding 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 which may be imposed on, incurred by, or asserted against the Agent in any way relating to or arising out of this Agreement or any action taken or omitted by the Agent under or in respect of this Agreement in its capacity as Agent; 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 Agent’s gross negligence or wilful misconduct. If the Borrower subsequently repays all or a portion of such amounts to the Agent, the Agent shall reimburse the Lenders their pro rata shares (according to the amounts paid by them in respect thereof) of the amounts received from the Borrower. Without limiting the generality of the foregoing, each Lender Xxxxxx agrees to reimburse the Agent promptly upon demand for its portion (determined as above) of any out-of-pocket expenses (including counsel fees) incurred by the Agent in connection with the preservation of any rights of the Agent or the Lenders under, or the enforcement of, or legal advice in respect of rights or responsibilities under, this Agreement, to the extent that the Agent is not reimbursed for such expenses by the Borrower.

Indemnification of Agent. The Lenders hereby agree Each Lender agrees to indemnify the Agent (to the extent not reimbursed by the Borrower), on a Borrower and without limiting the obligation of the Borrower to do so) pro rata basis in accordance with their such Lender's respective Commitments as a proportion of the aggregate of all outstanding CommitmentsCommitment 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 at any time be imposed on, incurred by, or asserted against the Agent (in its capacity as Agent but not as a Lender) in any way relating to or arising out of this Agreement the Loan Documents, any transaction contemplated hereby or thereby or any action taken or omitted by the Agent under or in respect of this Agreement in its capacity as Agentthe Loan Documents (collectively, "Indemnifiable Amounts"); provided provided, however, that no Lender shall be liable for any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs expenses or disbursements Indemnifiable Amounts to the extent resulting from the Agent’s 's gross negligence or wilful misconduct. If willful misconduct or if the Borrower subsequently repays all or a portion Agent fails to follow the written direction of the Requisite Lenders unless such amounts failure is pursuant to the Agent, the Agent shall reimburse reasonable advice of counsel of which the Lenders their pro rata shares (according to the amounts paid by them in respect thereof) of the amounts have received from the Borrowernotice. Without limiting the generality of the foregoingforegoing but subject to the preceding provision, each Lender agrees to reimburse the Agent (to the extent not reimbursed by the Borrower and without limiting the obligation of the Borrower to do so) promptly upon demand for its portion ratable share of any out-of-pocket expenses (determined as aboveincluding reasonable counsel fees of the counsel(s) of the Agent's own choosing) incurred by the Agent in connection with the preparation, negotiation, execution, administration or enforcement of, or legal advice with respect to the rights or responsibilities of the parties under, the Loan Documents, any suit or action brought by the Agent to enforce the terms of the Loan Documents and/or collect any Obligations, any "lender liability" suit or claim brought against the Agent and/or the Lenders, and any claim or suit brought against the Agent and/or the Lenders arising under any Environmental Laws. Such out-of-pocket expenses (including counsel fees) incurred shall be advanced by the Agent in connection with Lenders on the preservation of any rights request of the Agent notwithstanding any claim or the Lenders under, or the enforcement of, or legal advice in respect of rights or responsibilities under, this Agreement, to the extent assertion that the Agent is not reimbursed for such expenses entitled to indemnification hereunder upon receipt of an undertaking by the BorrowerAgent that the Agent will reimburse the Lenders if it is actually and finally determined by a court of competent jurisdiction that the Agent is not so entitled to indemnification. The agreements in this Section shall survive the payment of the Loans and all other amounts payable hereunder or under the other Loan Documents and the termination of this Agreement. If the Borrower shall reimburse the Agent for any Indemnifiable Amount following payment by any Lender to the Agent in respect of such Indemnifiable Amount pursuant to this Section, the Agent shall share such reimbursement on a ratable basis with each Lender making any such payment.

Indemnification of Agent. The Lenders hereby agree to indemnify the Agent (to the extent not reimbursed by the Borrower)) ratably, on a pro rata basis in accordance with according to their respective Commitments as a proportion of the aggregate of all outstanding CommitmentsOverall Commitment Percentages, from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses (including attorneys’ fees and expenses) or disbursements of any kind or nature whatsoever which that may be imposed on, incurred by, by or asserted against the Agent in its capacity as agent in any way relating to or arising out of this Agreement or any Loan Document or any action taken or omitted by the Agent under or in with respect of to this Agreement in its capacity as Agent; or any Loan Document, provided that no Lender shall be liable for any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs costs, expenses (including attorneys’ fees and expenses) or disbursements resulting from the Agent’s gross negligence or wilful misconductwillful misconduct as determined by a court of competent jurisdiction, or from any action taken or omitted by Agent in any capacity other than as agent under this Agreement or any other Loan Document. If No action taken in accordance with the Borrower subsequently repays all or a portion of such amounts to the Agent, the Agent shall reimburse the Lenders their pro rata shares (according to the amounts paid by them in respect thereof) directions of the amounts received from the BorrowerRequired Lenders shall be deemed to constitute gross negligence or willful misconduct for purposes of this Section 10.10. Without limiting the generality The undertaking in this Section 10.10 shall survive repayment of the foregoingLoans, each Lender agrees to reimburse the Agent promptly upon demand for its portion (determined as above) of any out-of-pocket expenses (including counsel fees) incurred by the Agent in connection with the preservation of any rights cancellation of the Agent Notes, if any, expiration or termination of the Lenders Letters of Credit, termination of the Commitment, any foreclosure under, or the enforcement modification, release or discharge of, any or legal advice in respect all of rights the Loan Documents, termination of this Agreement and the resignation or responsibilities under, this Agreement, to replacement of the extent that the Agent is not reimbursed for such expenses by the Borroweragent.

Indemnification of Agent. (a) The Lenders hereby agree to indemnify the Collateral Agent in its capacity as such (without limiting the obligation (if any) of the Borrower or the Servicer to reimburse the extent not reimbursed by Collateral Agent for any such amounts and including the Borrowercosts of enforcing a Lender’s indemnity obligations hereunder), on a pro rata basis in accordance with ratably according to their respective Commitments Invested Percentages, and (b) the Lenders agree to indemnify the Administrative Agent in its capacity as a proportion such (without limiting the obligation (if any) of the aggregate of all outstanding CommitmentsBorrower and the Servicer to reimburse such Administrative Agent for any such amounts), ratably according to their respective Invested Percentages, in each case 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 at any time (including at any time following the payment of the obligations under this Agreement, including the Loans Outstanding) be imposed on, incurred by, by or asserted against the such Agent in any way relating to or arising out of this Agreement Agreement, or any documents contemplated by or referred to herein or the transactions contemplated hereby or any action taken or omitted by the Agent under or in respect connection with any of this Agreement in its capacity as Agentthe foregoing; provided that no Lender shall be liable for the payment of any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs costs, expenses or disbursements of an Agent resulting from the Agent’s its own gross negligence or wilful willful misconduct. If The provisions of this Section shall survive the Borrower subsequently repays all or a portion of such amounts to the Agent, the Agent shall reimburse the Lenders their pro rata shares (according to the amounts paid by them in respect thereof) payment of the amounts received from the Borrower. Without limiting the generality of the foregoing, each Lender agrees to reimburse the Agent promptly upon demand for its portion (determined as above) of any out-of-pocket expenses (including counsel fees) incurred by the Agent in connection with the preservation of any rights of the Agent or the Lenders under, or the enforcement of, or legal advice in respect of rights or responsibilities under, obligations under this Agreement, to including the extent that Loans Outstanding, the Agent is not reimbursed for such expenses by termination of this Agreement, and any resignation or removal of the Borrowerapplicable Agent.

Indemnification of Agent. The Lenders hereby agree to indemnify the Agent (to the extent not reimbursed by the Borrower), on a pro rata basis in accordance with their respective Commitments as a proportion of the aggregate of all outstanding 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 which may be imposed on, incurred by, or asserted against the Agent in any way relating to or arising out of this Agreement or any action taken or omitted by the Agent under or in respect of this Agreement in its capacity as Agent; 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 Agent’s 's gross negligence or wilful misconduct. If the Borrower subsequently repays all or a portion of such amounts to the Agent, the Agent shall reimburse the Lenders their pro rata shares (according to the amounts paid by them in respect thereof) of the amounts received from the Borrower. Without limiting the generality of the foregoing, each Lender Xxxxxx agrees to reimburse the Agent promptly upon demand for its portion (determined as above) of any out-of-pocket expenses (including counsel fees) incurred by the Agent in connection with the preservation of any rights of the Agent or the Lenders under, or the enforcement of, or legal advice in respect of rights or responsibilities under, this Agreement, to the extent that the Agent is not reimbursed for such expenses by the Borrower.

Indemnification of Agent. The Lenders hereby agree to indemnify the Agent (to the extent not reimbursed by the BorrowerBorrowers), on a pro rata basis in accordance with their respective Commitments as a proportion of the aggregate of all outstanding 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 which may be imposed on, incurred by, or asserted against the Agent in any way relating to or arising out of this Agreement or any action taken or omitted by the Agent under or in respect of this Agreement in its capacity as Agent; 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 Agent’s fraud, gross negligence or wilful misconductmisconduct (as determined by a final non-appealable judgment of a court of competent jurisdiction). If any of the Borrower Borrowers subsequently repays all or a portion of such amounts to the Agent, then the Agent shall reimburse the Lenders their pro rata shares (according to the amounts paid by them in respect thereof) of the amounts received from the BorrowerBorrowers. Without limiting the generality of the foregoing, each Lender Xxxxxx agrees to reimburse the Agent promptly upon demand for its portion (determined as above) of any out-of-pocket expenses (including counsel fees) incurred by the Agent in connection with the preservation of any rights of the Agent or the Lenders under, or the enforcement of, or legal advice in respect of rights or responsibilities under, this Agreement, to the extent that the Agent is not reimbursed for such expenses by the BorrowerBorrowers. The provisions of this Section shall survive the repayment of the Obligations and the termination of the Total Commitments.

Indemnification of Agent. The Lenders hereby agree Each Lender agrees to indemnify the Agent and its directors, officers, employees and agents (to the extent that the Agent is not reimbursed by the BorrowerLoan Parties), on a pro rata basis in accordance with their respective Commitments as a proportion of the aggregate of all outstanding Commitmentsratably according to each Lender's 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 the Agent or its directors, officers, employees or agents in any way relating to or arising out of this Agreement or any other Lender Agreement or any action taken or omitted by the Agent in such capacity under or in respect of this Agreement in its capacity as AgentAgreement; provided that no Lender shall be liable for any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs costs, expenses or disbursements resulting from the Agent’s 's gross negligence or wilful willful misconduct. If the Borrower subsequently repays all or a portion of such amounts to the Agent, the Agent shall reimburse the Lenders their pro rata shares (according to the amounts paid by them in respect thereof) of the amounts received from the Borrower. Without limiting the generality limitation of the foregoing, each Lender agrees to reimburse the Agent promptly upon demand for its portion (determined as above) ratable share of any out-of-pocket expenses (including counsel fees) incurred by the Agent in connection with the preservation of any rights of the Agent preparation, execution, delivery, administration, modification, amendment or the Lenders underenforcement (whether through negotiations, legal proceedings or the enforcement otherwise) of, or legal advice in respect of rights or responsibilities under, this Agreement and each other Lender Agreement, to the extent that the Agent is not reimbursed for such expenses by the BorrowerLoan Parties.

Indemnification of Agent. The Lenders hereby agree to indemnify the Agent (to the extent not reimbursed by the Borrower), on a pro rata basis in accordance with their respective Commitments as a proportion of the aggregate of all outstanding Commitments, Pro Rata Share 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 the Agent in any way relating to or arising out of this Agreement or any action taken or omitted by the Agent under or in respect of this Agreement in its capacity as Agent; 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 Agent’s gross negligence or wilful misconductwillful misconduct or the Agent’s breach of the Loan Documents. If the Borrower subsequently repays all or a portion of such amounts to the Agent, the Agent shall reimburse the Lenders their pro rata shares Pro Rata Shares (according to the amounts paid by them in respect thereof) of the amounts received from the Borrower. Without limiting the generality of the foregoing, each Lender agrees to reimburse the Agent promptly upon demand for its portion (determined as above) of any out-of-pocket expenses (including counsel fees) incurred by the Agent in connection with the preservation of any rights of the Agent or the Lenders under, or the enforcement of, or legal advice in respect of rights or responsibilities under, this Agreement, to the extent that the Agent is not reimbursed for such expenses by the Borrower.

Indemnification of Agent. The Lenders hereby agree to indemnify the Agent (to the extent not reimbursed by the Borrower)Borrowers) ratably, on a pro rata basis in accordance with according to their respective Commitments as a proportion of the aggregate of all outstanding CommitmentsCommitment Percentages, from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses (including attorneys’ fees and expenses) or disbursements of any kind or nature whatsoever which that may be imposed on, incurred by, by or asserted against the Agent in its capacity as agent in any way relating to or arising out of this Agreement or any Loan Document or any action taken or omitted by the Agent under or in with respect of to this Agreement in its capacity as Agent; or any Loan Document, provided that no Lender shall be liable for any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs costs, expenses (including attorneys’ fees and expenses) or disbursements resulting from the Agent’s gross negligence or wilful misconductwillful misconduct as determined by a court of competent jurisdiction, or from any action taken or omitted by Agent in any capacity other than as agent under this Agreement or any other Loan Document. If No action taken in accordance with the Borrower subsequently repays all or a portion of such amounts to the Agent, the Agent shall reimburse the Lenders their pro rata shares (according to the amounts paid by them in respect thereof) directions of the amounts received from the BorrowerRequired Lenders shall be deemed to constitute gross negligence or willful misconduct for purposes of this Section 9.10. Without limiting the generality The undertaking in this Section 9.10 shall survive repayment of the foregoingLoans, each Lender agrees to reimburse the Agent promptly upon demand for its portion (determined as above) of any out-of-pocket expenses (including counsel fees) incurred by the Agent in connection with the preservation of any rights cancellation of the Agent Notes, if any, expiration or termination of the Lenders Letters of Credit, termination of the Commitment, any foreclosure under, or the enforcement modification, release or discharge of, any or legal advice in respect all of rights the Loan Documents, termination of this Agreement and the resignation or responsibilities under, this Agreement, to replacement of the extent that the Agent is not reimbursed for such expenses by the Borroweragent.

Indemnification of Agent. The Lenders hereby agree Regardless of whether the transactions contemplated by this Agreement and the other Loan Documents are consummated, each Lender agrees to indemnify the Agent (to the extent not reimbursed by Borrowers and without limiting the Borrower), on a obligation of Borrowers to do so) pro rata basis in accordance with their such Lender’s respective Commitments as a proportion of the aggregate of all outstanding CommitmentsPro Rata Share, 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 at any time be imposed on, incurred by, or asserted against the Agent (in its capacity as Agent or in its capacity as the entity named as “Lender” under any Loan Document, but not in its capacity as an individual “Lender” under this Agreement) in any way relating to or arising out of this Agreement the Loan Documents, any transaction contemplated hereby or thereby or any action taken or omitted by the Agent under or in respect of this Agreement in its capacity as Agentthe Loan Documents (collectively, “Indemnifiable Amounts”); provided provided, however, that no Lender shall be liable to Agent for any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs expenses or disbursements Indemnifiable Amounts to the extent resulting from the Agent’s gross negligence or wilful misconduct. If willful misconduct as determined by a court of competent jurisdiction in a final, non-appealable judgment provided, however, that no action taken in accordance with the Borrower subsequently repays all or a portion of such amounts to the Agent, the Agent shall reimburse the Lenders their pro rata shares (according to the amounts paid by them in respect thereof) directions of the amounts received from the Borrowerapplicable Lenders pursuant to any agreement between Agent and Lenders shall be deemed to constitute gross negligence or willful misconduct for purposes of this Section 8.4. Without limiting the generality of the foregoing, each Lender agrees to reimburse the Agent promptly upon demand for its portion (determined as above) of any out-of-pocket expenses (including counsel fees) incurred by the Agent in connection with the preservation of any rights of the Agent or the Lenders under, or the enforcement of, or legal advice in respect of rights or responsibilities under, this Agreement, to the extent that the Agent is not reimbursed for such expenses by Borrowers and without limiting the Borrower.obligation of Borrowers to do so) within two

Indemnification of Agent. The Lenders Whether or not the transactions contemplated hereby agree to indemnify the Agent (are consummated, to the extent not reimbursed that the Borrower for any reason fail to indefeasibly pay any amount required under Section 11.5 to be paid by it to an Agent-Related Person, the BorrowerLenders shall indemnify upon demand each Agent-Related Person (without limiting the obligation of any Credit Party to do so), on a pro rata basis in accordance with their respective Commitments as a proportion of the aggregate of all outstanding Commitmentsrata, and hold harmless each Agent-Related Person from and against any and all liabilitiesIndemnified Liabilities incurred by it; provided, obligationshowever, 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 the Agent in any way relating to or arising out of this Agreement or any action taken or omitted by the Agent under or in respect of this Agreement in its capacity as Agent; provided that no Lender shall be liable for the payment to any Agent-Related Person of any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs expenses or disbursements Indemnified Liabilities resulting from the Agentsuch Person’s gross negligence or wilful willful misconduct. If ; provided, however, that no action taken in accordance with the Borrower subsequently repays all or a portion of such amounts to the Agent, the Agent shall reimburse the Lenders their pro rata shares (according to the amounts paid by them in respect thereof) directions of the amounts received from the BorrowerRequired Lenders shall be deemed to constitute gross negligence or willful misconduct for purposes of this Section. Without limiting the generality limitation of the foregoing, each Lender agrees to shall reimburse the Agent promptly upon demand for its portion (determined as above) ratable share of any costs or out-of-pocket expenses (including counsel feesattorney costs) incurred by the Agent in connection with the preservation of any rights of the Agent preparation, execution, delivery, administration, modification, amendment or the Lenders underenforcement (whether through negotiations, legal proceedings or the enforcement 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 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 Credit Party Obligations hereunder and the resignation or replacement of the Agent.

Indemnification of Agent. The Lenders hereby agree to indemnify the Agent (to the extent not reimbursed by Borrower and without limiting the Borrower), on a pro rata basis obligation of Borrower to do so) in accordance with their Lenders' respective Commitments as a proportion of the aggregate of all outstanding CommitmentsPro Rata Shares, 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 at any time be imposed on, incurred by, or asserted against the Agent in any way relating to or arising out of this Agreement the Loan Documents or any action taken or omitted by the Agent under or in respect of this Agreement in its capacity as Agentthe Loan Documents; provided provided, however, that no Lender shall be liable for any -------- ------- portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs costs, expenses or disbursements resulting (i) to the extent arising from the Agent’s 's gross negligence or wilful misconduct. If willful misconduct or (ii) if Agent fails to follow the Borrower subsequently repays all or a portion of such amounts to the Agent, the Agent shall reimburse the Lenders their pro rata shares (according to the amounts paid by them in respect thereof) written direction of the amounts Majority Lenders unless such failure is pursuant to Agent's good faith reliance on the advice of counsel of which Lenders have received from the Borrowernotice. Without limiting the generality of the foregoing, each Lender agrees to reimburse the Agent promptly upon demand for its portion (determined as above) ratable share of any out-of-pocket expenses (including counsel fees) incurred by the Agent in connection with the preservation of any rights of the Agent or the Lenders underpreparation, execution, administration, or the enforcement of, or legal advice in with respect of to the rights or responsibilities of the parties under, this Agreementthe Loan Documents, to the extent that the Agent is not reimbursed for such expenses by Borrower. The agreements in this Section shall survive the Borrowerpayment of the Loans and all other amounts payable hereunder or under the other Loan Documents and the termination of this Agreement.

Indemnification of Agent. The Lenders hereby agree to indemnify the Agent (to the extent not reimbursed by the BorrowerBorrowers), on a pro rata basis in accordance with their respective Commitments as a proportion of the aggregate of all outstanding 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 which may be imposed on, incurred by, or asserted against the Agent in any way relating to or arising out of this Agreement or any action taken or omitted by the Agent under or in respect of this Agreement in its capacity as Agent; 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 Agent’s gross negligence or wilful misconduct. If the a Borrower subsequently repays all or a portion of such amounts to the Agent, the Agent shall reimburse the Lenders their pro rata shares (according to the amounts paid by them in respect thereof) of the amounts received from the a Borrower. Without limiting the generality of the foregoing, each Lender agrees to reimburse the Agent promptly upon demand for its portion (determined as above) of any out-of-pocket expenses (including counsel fees) incurred by the Agent in connection with the preservation of any rights of the Agent or the Lenders under, or the enforcement of, or legal advice in respect of rights or responsibilities under, this Agreement, to the extent that the Agent is not reimbursed for such expenses by the BorrowerBorrowers.

Indemnification of Agent. The Without limiting the obligations of the Loan Parties hereunder, the Lenders hereby agree to indemnify the Agent (to the extent not reimbursed by Loan Parties and without limiting the Borrowerobligations of Loan Parties hereunder), on a pro rata basis in accordance with ratably according to their respective Commitments as a proportion of the aggregate of all outstanding CommitmentsApplicable Percentages, 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 the Agent in any way relating to or arising out of this Agreement or any other Loan Document or any action taken or omitted by the Agent under or in respect of this Agreement in its capacity as Agentconnection therewith; provided provided, however, that no Lender shall be liable for any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs costs, expenses or disbursements resulting solely from the Agent’s gross negligence or wilful misconduct. If the Borrower subsequently repays all or willful misconduct as finally determined by a portion court of such amounts to the Agent, the Agent shall reimburse the Lenders their pro rata shares (according to the amounts paid by them in respect thereof) of the amounts received from the Borrowercompetent jurisdiction. Without limiting the generality of the foregoing, each Lender agrees to reimburse the Agent promptly upon demand for its portion (determined as above) ratable share of any out-of-pocket expenses (including reasonable counsel fees) incurred by the Agent in connection with the preservation of any rights of the Agent preparation, execution, delivery, administration, modification, amendment or the Lenders underenforcement (whether through negotiations, legal proceedings or the enforcement otherwise) of, or legal advice in respect of rights or responsibilities under, this AgreementAgreement and each other Loan Document, to the extent that the Agent is not reimbursed for such expenses by the BorrowerLoan Parties.

Indemnification of Agent. The Lenders hereby agree Each Lender agrees to indemnify the Agent (to the extent not reimbursed by the Borrower), on a Borrower and without limiting the obligation of the Borrower to do so) pro rata basis in accordance with their such Lender's respective Commitments as a proportion of the aggregate of all outstanding CommitmentsCommitment 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 at any time be imposed on, incurred by, or asserted against the Agent (in its capacity as Agent but not as a Lender) in any way relating to or arising out of this Agreement the Loan Documents, any transaction contemplated hereby or thereby or any action taken or omitted by the Agent under or in respect of this Agreement in its capacity as Agentthe Loan Documents (collectively, "Indemnifiable Amounts"); provided provided, however, that no Lender shall be liable for any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs expenses or disbursements Indemnifiable Amounts to the extent resulting from the Agent’s 's gross negligence or wilful misconduct. If willful misconduct or if the Borrower subsequently repays all or a portion Agent fails to follow the written direction of the Requisite Lenders unless such amounts failure is pursuant to the Agent, the Agent shall reimburse reasonable advice of counsel of which the Lenders their pro rata shares (according to the amounts paid by them in respect thereof) of the amounts have received from the Borrowernotice. Without limiting the generality of the foregoingforegoing but subject to the preceding proviso, each Lender agrees to reimburse the Agent (to the extent not reimbursed by the Borrower and without limiting the obligation of the Borrower to do so) promptly upon demand for its portion ratable share of any out-of-pocket expenses (determined as aboveincluding reasonable counsel fees of the counsel(s) of the Agent's own choosing) incurred by the Agent in connection with the preparation, negotiation, execution, or enforcement of, or legal advice with respect to the rights or responsibilities of the parties under, the Loan Documents, any suit or action brought by the Agent to enforce the terms of the Loan Documents and/or collect any Obligations, any "lender liability" suit or claim brought against the Agent and/or the Lenders, and any claim or suit brought against the Agent and/or the Lenders arising under any Environmental Laws. Such out-of-pocket expenses (including counsel fees) incurred shall be advanced by the Agent in connection with Lenders on the preservation of any rights request of the Agent notwithstanding any claim or the Lenders under, or the enforcement of, or legal advice in respect of rights or responsibilities under, this Agreement, to the extent assertion that the Agent is not reimbursed for such expenses entitled to indemnification hereunder upon receipt of an undertaking by the BorrowerAgent that the Agent will reimburse the Lenders if it is actually and finally determined by a court of competent jurisdiction that the Agent is not so entitled to indemnification. The agreements in this Section shall survive the payment of the Loans and all other amounts payable hereunder or under the other Loan Documents and the termination of this Agreement. If the Borrower shall reimburse the Agent for any Indemnifiable Amount following payment by any Lender to the Agent in respect of such Indemnifiable Amount pursuant to this Section, the Agent shall share such reimbursement on a ratable basis with each Lender making any such payment.

Indemnification of Agent. The Lenders hereby agree to indemnify the Agent (to the extent not reimbursed by the Borrower), on a pro rata basis basis, in accordance with their respective Commitments commitments as a proportion of the aggregate of all outstanding Commitmentscommitments, 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 the Agent in any way relating to or arising out of this Agreement or any action taken or omitted by the Agent under or in respect of this Agreement in its capacity as Agent; provided that no Lender shall be liable for any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs costs, expenses or disbursements resulting from the Agent’s gross negligence or wilful misconduct. If the Borrower subsequently repays all or a portion of such amounts to the Agent, then the Agent shall reimburse the Lenders their pro rata shares (according to the amounts paid by them in respect thereof) of the amounts received from the Borrower. Without limiting the generality of the foregoing, each Lender agrees to reimburse the Agent promptly upon demand for its portion (determined as above) of any out-of-pocket expenses (including counsel fees) incurred by the Agent in connection with the preservation of any rights of the Agent or the Lenders under, or the enforcement of, or legal advice in respect of rights or responsibilities under, this Agreement, to the extent that the Agent is not reimbursed for such expenses by the Borrower.

Indemnification of Agent. The Lenders hereby agree Each Lender agrees to indemnify the Agent and its directors, officers, employees and agents (to the extent that the Agent is not reimbursed by the BorrowerBorrowers), on a pro rata basis in accordance with their respective Commitments as a proportion of the aggregate of all outstanding Commitmentsratably according to each Lender's 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 the Agent or its directors, officers, employees or agents in any way relating to or arising out of this Agreement or any other Lender Agreement or any action taken or omitted by the Agent in such capacity under or in respect of this Agreement in its capacity as AgentAgreement; provided that no Lender shall be liable for any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs costs, expenses or disbursements resulting from the Agent’s 's gross negligence or wilful willful misconduct. If the Borrower subsequently repays all or a portion of such amounts to the Agent, the Agent shall reimburse the Lenders their pro rata shares (according to the amounts paid by them in respect thereof) of the amounts received from the Borrower. Without limiting the generality limitation of the foregoing, each Lender agrees to reimburse the Agent promptly upon demand for its portion (determined as above) ratable share of any out-of-pocket expenses (including counsel fees) incurred by the Agent in connection with the preservation of any rights of the Agent preparation, execution, delivery, administration, modification, amendment or the Lenders underenforcement (whether through negotiations, legal proceedings or the enforcement otherwise) of, or legal advice in respect of rights or responsibilities under, this Agreement and each other Lender Agreement, to the extent that the Agent is not reimbursed for such expenses by the BorrowerBorrowers.

Indemnification of Agent. The Lenders hereby agree Each Lender agrees to indemnify the Agent (to the extent that the Agent is not reimbursed by the Borrower), on a pro rata basis in accordance with their respective Commitments as a proportion of the aggregate of all outstanding Commitmentsratably according to its Revolving Credit 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 the Agent in any way relating to or arising out of this Agreement or any other Lender Agreement or any action taken or omitted by the Agent in such capacity under or in respect of this Agreement in its capacity as Agent; provided Agreement, PROVIDED that no Lender shall be liable for any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs costs, expenses or disbursements resulting from the Agent’s 's gross negligence or wilful misconduct. If the Borrower subsequently repays all or a portion of such amounts to the Agent, the Agent shall reimburse the Lenders their pro rata shares (according to the amounts paid by them in respect thereof) of the amounts received from the Borrower. Without limiting the generality limitation of the foregoing, each Lender agrees to reimburse the Agent promptly upon demand for its portion (determined as above) ratable share of any out-of-pocket expenses (including counsel fees) incurred by the Agent in connection with the preservation of any rights of the Agent preparation, execution, delivery, administration, modification, amendment or the Lenders underenforcement (whether through negotiations, legal proceedings or the enforcement otherwise) of, or legal advice in respect of rights or responsibilities under, this Agreement and each other Lender Agreement, to the extent that the Agent is not reimbursed for such expenses by the Borrower.

Indemnification of Agent. The Lenders hereby agree Each Lender agrees to indemnify the Agent and its directors, officers, employees and agents (to the extent that the Agent is not reimbursed by the Borrower), on a pro rata basis in accordance with their respective Commitments as a proportion of the aggregate of all outstanding Commitmentsratably according to each Lender's 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 the Agent or its directors, officers, employees or agents in any way relating to or arising out of this Agreement or any other Lender Agreement or any action taken or omitted by the Agent in such capacity under or in respect of this Agreement in its capacity as AgentAgreement; provided PROVIDED that no Lender shall be liable for any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs costs, expenses or disbursements resulting from the Agent’s 's gross negligence or wilful willful misconduct. If the Borrower subsequently repays all or a portion of such amounts to the Agent, the Agent shall reimburse the Lenders their pro rata shares (according to the amounts paid by them in respect thereof) of the amounts received from the Borrower. Without limiting the generality limitation of the foregoing, each Lender agrees to reimburse the Agent promptly upon demand for its portion (determined as above) ratable share of any out-of-pocket expenses (including counsel fees) incurred by the Agent in connection with the preservation of any rights of the Agent preparation, execution, delivery, administration, modification, amendment or the Lenders underenforcement (whether through negotiations, legal proceedings or the enforcement otherwise) of, or legal advice in respect of rights or responsibilities under, this Agreement and each other Lender Agreement, to the extent that the Agent is not reimbursed for such expenses by the Borrower.

Indemnification of Agent. The Lenders Holders hereby agree to indemnify the Agent (to the extent not reimbursed by the BorrowerIssuer), on a pro rata basis basis, in accordance with their respective Commitments commitments as a proportion of the aggregate of all outstanding Commitmentscommitments, 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 the Agent in any way relating to or arising out of this Agreement or any action taken or omitted by the Agent under or in respect of this Agreement in its capacity as Agent; provided that no Lender Holder shall be liable for any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs costs, expenses or disbursements resulting from the Agent’s gross negligence or wilful misconductwillful misconduct as determined by a court of competent jurisdiction in a final, nonappealable order. If the Borrower Issuer subsequently repays all or a portion of such amounts to the Agent, then the Agent shall reimburse the Lenders Holders their pro rata shares (according to the amounts paid by them in respect thereof) of the amounts received from the BorrowerIssuer. Without limiting the generality of the foregoing, each Lender Holder agrees to reimburse the Agent promptly upon demand for its portion (determined as above) of any out-of-pocket expenses (including counsel fees) incurred by the Agent in connection with the preservation of any rights of the Agent or the Lenders Holders under, or the enforcement of, or legal advice in respect of rights or responsibilities under, this Agreement, to the extent that the Agent is not reimbursed for such expenses by the Borrower.Issuer. 115

Indemnification of Agent. The Lenders hereby agree Each Lender agrees to indemnify the ------------------------ Agent (to the extent that the Agent is not reimbursed by the BorrowerBorrowers), on a pro rata basis in accordance with their respective Commitments as a proportion of the aggregate of all outstanding Commitmentsratably according to each Lender's 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 the Agent in any way relating to or arising out of this Agreement or any other Lender Agreement or any action taken or omitted by the Agent in such capacity under or in respect of this Agreement in its capacity as AgentAgreement; provided that no -------- Lender shall be liable for any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs costs, expenses or disbursements resulting from the Agent’s 's gross negligence or wilful misconduct. If the Borrower subsequently repays all or a portion of such amounts to the Agent, the Agent shall reimburse the Lenders their pro rata shares (according to the amounts paid by them in respect thereof) of the amounts received from the Borrower. Without limiting the generality limitation of the foregoing, each Lender agrees to reimburse the Agent promptly upon demand for its portion (determined as above) ratable share of any out-of-pocket expenses (including counsel fees) incurred by the Agent in connection with the preservation of any rights of the Agent preparation, execution, delivery, administration, modification, amendment or the Lenders underenforcement (whether through negotiations, legal proceedings or the enforcement otherwise) of, or legal advice in respect of rights or responsibilities under, this Agreement and each other Lender Agreement, to the extent that the Agent is not reimbursed for such expenses by the BorrowerBorrowers.

Indemnification of Agent. The Lenders hereby agree to indemnify the Agent (to the extent not reimbursed by the Borrower), on a pro rata basis in accordance with their respective Commitments as a proportion of the aggregate of all outstanding 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 which may be imposed on, incurred by, or asserted against the Agent in any way relating to or arising out of this Agreement or any action taken or omitted by the Agent under or in respect of this Agreement in its capacity as Agent; 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 Agent’s 's fraud, gross negligence or wilful misconduct. If the Borrower subsequently repays all or a portion of such amounts to the Agent, the Agent shall reimburse the Lenders their pro rata shares (according to the amounts paid by them in respect thereof) of the amounts received from the Borrower. Without limiting the generality of the foregoing, each Lender Lxxxxx agrees to reimburse the Agent promptly upon demand for its portion (determined as above) of any out-of-pocket expenses (including counsel fees) incurred by the Agent in connection with the preservation of any rights of the Agent or the Lenders under, or the enforcement of, or legal advice in respect of rights or responsibilities under, this Agreement, to the extent that the Agent is not reimbursed for such expenses by the Borrower.

Indemnification of Agent. The Lenders With respect to each Loan Interest, Interest Holders hereby agree to indemnify Agent in accordance with the Underlying Instruments of such Loan Interest (provided that this sentence shall only be construed to entitle Agent to the same (and not increased or decreased) indemnifications provided to Agent under the Underlying Instruments notwithstanding the fact that the Interest Holders hereunder may not be parties to the Underlying Instruments). In addition, Interest Holders hereby agree to indemnify Agent, in their respective capacities as such (to the extent not reimbursed by an applicable Borrower and without limiting the Borrowerobligation, if any, of such Borrower to do so), on a pro rata basis in accordance with ratably according to the respective amounts of their respective Commitments as a proportion percentage share of the aggregate of all outstanding Commitmentseach Loan Asset, 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 at any time (including without limitation at any time following the payment of the applicable Obligations) be imposed on, incurred by, by or asserted against the Agent in any way relating to or arising out of this Agreement the Underlying Instruments or the transactions contemplated thereby or any action taken or omitted by the Agent under or in respect connection with any of this Agreement in its capacity as Agentthe foregoing; provided provided, however, that no Lender Interest Holders shall not be liable for the payment of any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs costs, expenses or disbursements resulting from the Agent’s gross negligence negligence, bad faith or wilful willful misconduct, respectively. If The provisions of this Section 6.11 shall survive the Borrower subsequently repays all or a portion of such amounts to the Agent, the Agent shall reimburse the Lenders their pro rata shares (according to the amounts paid by them in respect thereof) payment of the amounts received from Obligations and the Borrower. Without limiting the generality termination of the foregoing, each Lender agrees to reimburse the Agent promptly upon demand for its portion (determined as above) of any out-of-pocket expenses (including counsel fees) incurred by the Agent in connection with the preservation of any rights of the Agent or the Lenders under, or the enforcement of, or legal advice in respect of rights or responsibilities under, this Agreement, to the extent that the Agent is not reimbursed for such expenses by the Borrower.

Indemnification of Agent. The Lenders hereby agree Each Lender agrees to indemnify the Agent (to the extent not reimbursed by the Borrower), on a Borrower and without limiting the obligation of the Borrower to do so) pro rata basis in accordance with their such Lender's respective Commitments as a proportion of the aggregate of all outstanding CommitmentsCommitment 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 at any time be imposed on, incurred by, or asserted against the Agent (in its capacity as Agent but not as a Lender) in any way relating to or arising out of this Agreement the Loan Documents, any transaction contemplated hereby or thereby or any action taken or omitted by the Agent under or in respect of this Agreement in its capacity as Agentthe Loan Documents (collectively, "Indemnifiable Amounts"); provided provided, however, that no Lender shall be liable for any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs expenses or disbursements Indemnifiable Amounts to the extent resulting from the Agent’s 's gross negligence or wilful misconduct. If willful misconduct or if the Borrower subsequently repays all or a portion Agent fails to follow the written direction of the Requisite Lenders unless such amounts failure is pursuant to the Agent, the Agent shall reimburse reasonable advice of counsel of which the Lenders their pro rata shares (according to the amounts paid by them in respect thereof) of the amounts have received from the Borrowernotice. Without limiting the generality of the foregoingforegoing but subject to the preceding proviso, each Lender agrees to reimburse the Agent (to the extent not reimbursed by the Borrower and without limiting the obligation of the Borrower to do so) promptly upon demand for its portion ratable share of any out-of-pocket expenses (determined as aboveincluding reasonable counsel fees of the counsel(s) of the Agent's own choosing) incurred by the Agent in connection with the preparation, negotiation, execution, administration or enforcement of, or legal advice with respect to the rights or responsibilities of the parties under, the Loan Documents, any suit or action brought by the Agent to enforce the terms of the Loan Documents and/or collect any Obligations, any "lender liability" suit or claim brought against the Agent and/or the Lenders, and any claim or suit brought against the Agent and/or the Lenders arising under any Environmental Laws. Such out-of-pocket expenses (including counsel fees) incurred shall be advanced by the Agent in connection with Lenders on the preservation of any rights request of the Agent notwithstanding any claim or the Lenders under, or the enforcement of, or legal advice in respect of rights or responsibilities under, this Agreement, to the extent assertion that the Agent is not reimbursed for such expenses entitled to indemnification hereunder upon receipt of an undertaking by the BorrowerAgent that the Agent will reimburse the Lenders if it is actually and finally determined by a court of competent jurisdiction that the Agent is not so entitled to indemnification. The agreements in this Section shall survive the payment of the Loans and all other amounts payable hereunder or under the other Loan Documents and the termination of this Agreement. If the Borrower shall reimburse the Agent for any Indemnifiable Amount following payment by any Lender to the Agent in respect of such Indemnifiable Amount pursuant to this Section, the Agent shall share such reimbursement on a ratable basis with each Lender making any such payment.

Indemnification of Agent. The Lenders hereby agree to indemnify the Agent (to the extent not reimbursed by the Borrower), on a pro rata basis in accordance with their respective Commitments as a proportion of the aggregate of all outstanding 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 which may be imposed on, incurred by, or asserted against the Agent in any way relating to or arising out of this Agreement or any action taken or omitted by the Agent under or in respect of this Agreement in its capacity as Agent; 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 Agent’s gross negligence or wilful misconduct. If the Borrower subsequently repays all or a portion of such amounts to the Agent, the Agent shall reimburse the Lenders their pro rata shares (according to the amounts paid by them in respect thereof) of the amounts received from the Borrower. Without limiting the generality of the foregoing, each Lender agrees to reimburse the Agent promptly upon demand for its portion (determined as above) of any out-of-out of pocket expenses (including counsel fees) incurred by the Agent in connection with the preservation of any rights of the Agent or the Lenders under, or the Enbridge Inc. – 3 Year – Amended and Restated Credit Agreement enforcement of, or legal advice in respect of rights or responsibilities under, this Agreement, to the extent that the Agent is not reimbursed for such expenses by the Borrower.

Indemnification of Agent. The Lenders hereby agree Each Lender agrees to indemnify the Agent and its directors, officers, employees and agents (to the extent that the Agent is not reimbursed by the BorrowerBorrowers), on a pro rata basis in accordance with their respective Commitments as a proportion of the aggregate of all outstanding Commitmentsratably according to each Lender's 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 the Agent or its directors, officers, employees or agents in any way relating to or arising out of this Agreement or any other Lender Agreement or any action taken or omitted by the Agent in such capacity under or in respect of this Agreement in its capacity as AgentAgreement; provided that no Lender shall be liable for any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs costs, expenses or disbursements resulting from the Agent’s 's gross negligence or wilful misconduct. If the Borrower subsequently repays all or a portion of such amounts to the Agent, the Agent shall reimburse the Lenders their pro rata shares (according to the amounts paid by them in respect thereof) of the amounts received from the Borrower. Without limiting the generality limitation of the foregoing, each Lender agrees to reimburse the Agent promptly upon demand for its portion (determined as above) ratable share of any out-of-pocket expenses (including counsel fees) incurred by the Agent in connection with the preservation of any rights of the Agent preparation, execution, delivery, administration, modification, amendment or the Lenders underenforcement (whether through negotiations, legal proceedings or the enforcement otherwise) of, or legal advice in respect of rights or responsibilities under, this Agreement and each other Lender Agreement, to the extent that the Agent is not reimbursed for such expenses by American Ski the BorrowerBorrowers.

Indemnification of Agent. The Lenders hereby agree Each Lender agrees to indemnify the Agent and its directors, officers, employees and agents (to the extent that the Agent is not reimbursed by the Borrower), on a pro rata basis in accordance with their respective Commitments as a proportion of the aggregate of all outstanding Commitmentsratably according to each Lender's 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 the Agent or its directors, officers, employees or agents in any way relating to or arising out of this Agreement or any other Lender Agreement or any action taken or omitted by the Agent in such capacity under or in respect of this Agreement in its capacity as AgentAgreement; provided that no Lender shall be liable for any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs costs, expenses or disbursements resulting from the Agent’s 's gross negligence or wilful misconduct. If the Borrower subsequently repays all or a portion of such amounts to the Agent, the Agent shall reimburse the Lenders their pro rata shares (according to the amounts paid by them in respect thereof) of the amounts received from the Borrower. Without limiting the generality limitation of the foregoing, each Lender agrees to reimburse the Agent promptly upon demand for its portion (determined as above) ratable share of any out-of-pocket expenses (including counsel fees) incurred by the Agent in connection with the preservation of any rights of the Agent preparation, execution, delivery, administration, modification, amendment or the Lenders underenforcement (whether through negotiations, legal proceedings or the enforcement otherwise) of, or legal advice in respect of rights or responsibilities under, this Agreement and each other Lender Agreement, to the extent that the Agent is not reimbursed for such expenses by the Borrower.

Indemnification of Agent. The Lenders hereby agree to indemnify the Agent (to the extent not reimbursed by the Borrower), on a pro rata basis in accordance with their respective Commitments as a proportion of the aggregate of all outstanding CommitmentsPro Rata Basis, 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 the Agent in any way relating to or arising out of this Agreement or any action taken or omitted by the Agent under or in respect of this Agreement in its capacity as Agent; provided that no Lender shall be liable for any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs costs, expenses or disbursements resulting from the Agent’s 's gross negligence or wilful misconduct. If the Borrower subsequently repays all or a portion of such amounts to the Agent, the Agent shall reimburse the Lenders their pro rata shares Pro Rata Shares (adjusted according to the amounts paid by them in respect thereof) of the amounts received from the Borrower. Without limiting the generality of the foregoing, each Lender agrees to reimburse the Agent promptly upon demand for its portion (determined as above) of any out-of-pocket expenses (including counsel fees) incurred by the Agent in connection with the preservation of any rights of the Agent or the Lenders under, or the enforcement of, or legal advice in respect of rights or responsibilities under, this Agreement, to the extent that the Agent is not reimbursed for such expenses by the Borrower.

Indemnification of Agent. The Whether or not the transactions contemplated hereby are consummated, the Lenders hereby agree to shall indemnify the Agent upon demand each Agent-Related Person (to the extent not reimbursed by or on behalf of any Loan Party and without limiting the Borrowerobligation of any Loan Party to do so), on a pro rata basis in accordance with their respective Commitments as a proportion of the aggregate of all outstanding Commitmentsrata, and hold harmless each Agent-Related Person 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, Indemnified Liabilities incurred by, or asserted against the Agent in any way relating to or arising out of this Agreement or any action taken or omitted by the Agent under or in respect of this Agreement in its capacity as Agentit; provided that that, no Lender shall be liable for the payment to any Agent-Related Person of any portion of such liabilitiesIndemnified Liabilities to the extent determined in a final, obligations, losses, damages, penalties, actions, judgments, suits, costs expenses or disbursements resulting nonappealable judgment by a court of competent jurisdiction to have resulted from the such Agent-Related Person’s own gross negligence or wilful willful misconduct. If ; provided that, no action taken in accordance with the Borrower subsequently repays all or a portion of such amounts to the Agent, the Agent shall reimburse the Lenders their pro rata shares (according to the amounts paid by them in respect thereof) directions of the amounts received from the BorrowerRequired Lenders shall be deemed to constitute gross negligence or willful misconduct for purposes of this Section. Without limiting the generality limitation of the foregoing, each Lender agrees to shall reimburse the Agent promptly upon demand for its portion (determined as above) ratable share of any costs or out-of-pocket expenses (including counsel feesAttorney Costs) incurred by the Agent in connection with the preservation of any rights of the Agent preparation, execution, delivery, administration, modification, amendment or the Lenders underenforcement (whether through negotiations, legal proceedings or the enforcement otherwise) of, or legal advice in respect of rights or responsibilities under, this Agreement, any other Loan Document, or any document contemplated by or referred to in this Agreement, to the extent that the Agent is not reimbursed for such expenses by or on behalf of Borrower. The undertaking in this Section shall survive termination of the BorrowerAggregate Commitments, the payment of all other Obligations and the resignation of Agent.

Indemnification of Agent. The Lenders hereby agree (a) Each Purchaser agrees to indemnify the Agent and each of its Related Parties (to the extent not reimbursed by the BorrowerCompany), on a pro rata basis in accordance with their respective Commitments as a proportion of the aggregate of all outstanding Commitments, from and against such Purchaser’s aggregate ratable share (based on the principal amount of the Debentures held by the Purchasers) of any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever which Losses that may be imposed on, incurred by, or asserted against against, the Agent or any of its Related Parties in any way relating to or arising out of this Agreement the performance of the Agent’s obligations or any action taken or omitted by the Agent under or in respect of this Agreement or the other Transaction Documents, in its capacity as the Agent, pursuant to this Agreement or the other Transaction Document; provided provided, that no Lender Purchaser shall be liable for any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs expenses or disbursements Losses resulting from the Agent’s or such Related Party’s gross negligence or wilful misconduct. If the Borrower subsequently repays all or willful misconduct as finally determined by a portion court of such amounts to the Agent, the Agent shall reimburse the Lenders their pro rata shares (according to the amounts paid by them in respect thereof) of the amounts received from the Borrowercompetent jurisdiction. Without limiting the generality of the foregoing, each Lender Purchaser agrees to reimburse the Agent and its Related Parties promptly upon demand for its portion (determined as above) ratable share of any out-of-pocket expenses (including counsel fees, expenses and disbursements of financial and legal advisors) incurred by the Agent in connection with the preservation of any rights of the Agent preparation, execution, delivery, administration, modification, amendment or the Lenders underenforcement (whether through negotiations, legal proceedings or the enforcement otherwise) of, or legal advice in respect of its rights or responsibilities under, this AgreementAgreement or the other Transaction Documents, to the extent that the Agent is not reimbursed for such expenses by the BorrowerCompany or another Company party.

Indemnification of Agent. The Lenders hereby agree to indemnify the Agent (to the extent not reimbursed by the Borrower), on a pro rata basis basis, in accordance with their respective Commitments as a proportion of the aggregate of all outstanding 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 which may be imposed on, incurred by, or asserted against the Agent in any way relating to or arising out of this Agreement or any action taken or omitted by the Agent under or in respect of this Agreement in its capacity as Agent; provided that no Lender shall be liable for any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs costs, expenses or disbursements resulting from the Agent’s gross negligence or wilful misconduct. If the Borrower subsequently repays all or a portion of such amounts to the Agent, the Agent shall reimburse the Lenders their pro rata shares (according to the amounts paid by them in respect thereof) of the amounts received from the Borrower. Without limiting the generality of the foregoing, each Lender agrees to reimburse the Agent promptly upon demand for its portion (determined as above) of any out-of-pocket expenses (including counsel fees) incurred by the Agent in connection with the preservation of any rights of the Agent or the Lenders under, or the enforcement of, or legal advice in respect of rights or responsibilities under, this Agreement, to the extent that the Agent is not reimbursed for such expenses by the Borrower.