Common use of Expenses and Indemnification Clause in Contracts

Expenses and Indemnification. The Borrower shall pay all costs and expenses incurred by the Lender in connection with the preparation of this Note and the Loan Documents, including, without limitation, reasonable attorneys’ fees and time charges of attorneys who may be employees of the Lender or any affiliate or parent of the Lender. The Borrower shall pay any and all stamp and other taxes, UCC search fees, filing fees and other costs and expenses in connection with the execution and delivery of this Note and the other instruments and documents to be delivered hereunder, and agrees to save the Lender harmless from and against any and all liabilities with respect to or resulting from any delay in paying or omission to pay such costs and expenses. The Borrower hereby authorizes the Lender to charge any account of the Borrower with the Lender for all sums due under this Section. The Borrower also agrees to defend (with counsel satisfactory to the Lender), protect, indemnify and hold harmless the Lender, any parent corporation, affiliated corporation or subsidiary of the Lender, and each of their respective officers, directors, employees, attorneys and agents (each an “Indemnified Party”) from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, claims, costs, expenses and distributions of any kind or nature (including, without limitation, the disbursements and the reasonable fees of counsel for each Indemnified Party thereto, which shall also include, without limitation, attorneys’ fees and time charges of attorneys who may be employees of the Lender, any parent corporation or affiliated corporation of the Lender), which may be imposed on, incurred by, or asserted against, any Indemnified Party (whether direct, indirect or consequential and whether based on any federal, state or local laws or regulations, including, without limitation, securities, environmental laws and commercial laws and regulations, under common law or in equity, or based on contract or otherwise) in any manner relating to or arising out of this Note or any of the Loan Documents, or any act, event or transaction related or attendant thereto, the preparation, execution and delivery of this Note and the Loan Documents, the making or issuance and management of the Loan, the use or intended use of the proceeds of this Note and the enforcement of the Lender’s rights and remedies under this Note, the Loan Documents any other instruments and documents delivered hereunder, or under any other agreement between the Borrower and the Lender; provided, however, that the Borrower shall not have any obligations hereunder to any Indemnified Party with respect to matters caused by or resulting from the willful misconduct or gross negligence of such Indemnified Party. To the extent that the undertaking to indemnify set forth in the preceding sentence may be unenforceable because it violates any law or public policy, the Borrower shall satisfy such undertaking to the maximum extent permitted by applicable law. Any liability, obligation, loss, damage, penalty, cost or expense covered by this indemnity shall be paid to each Indemnified Party on demand, and failing prompt payment, together with interest thereon at the Default Rate from the date incurred by each Indemnified Party until paid by the Borrower, shall be added to the obligations of the Borrower evidenced by this Note and secured by the collateral securing this Note. The provisions of this Section shall survive the satisfaction and payment of this Note.

Expenses and Indemnification. The Borrower shall pay agrees to pay, ---------------------------- or reimburse each of the Agent and the Arranger for paying, all reasonable costs and out-of-pocket expenses incurred or paid by each of the Lender Agent and the Arranger in connection with the preparation preparation, negotiation, execution, delivery and syndication of this Note Agreement and the Loan DocumentsNotes and the making of the Borrowings hereunder (including the reasonable fees, including, without limitation, reasonable attorneys’ fees and time charges and expenses of attorneys who may be employees of in-house or outside counsel to the Lender or any affiliate or parent of Agent and the LenderArranger). The Borrower shall pay any agrees to pay, or reimburse the Agent and the Banks for paying, all stamp and other taxes, UCC search reasonable fees, filing fees and other costs time charges and expenses of in-house counsel to the Agent and such outside counsel, if any, as shall have been retained by the Agent or the Required Banks on behalf of the Banks, in connection with the execution and delivery amendment, modification, consent or waiver of any of the terms of this Agreement or any of the Notes. The Borrower agrees to pay, or reimburse the Agent and the Banks for paying, all reasonable costs, internal charges and out-of-pocket expenses (including the reasonable fees, time charges and expenses of in-house or outside counsel to the Agent or any Bank) paid or incurred by the Agent or any Bank in connection with the enforcement of this Agreement or any Note and the any collection, bankruptcy, insolvency and other instruments and documents to be delivered hereunder, and enforcement proceedings resulting therefrom. The Borrower hereby agrees to save indemnify the Lender harmless Agent, the Arranger and each Bank (and their respective directors, officers and employees) from and hold each of them harmless against any and all liabilities with respect to or resulting from any delay in paying or omission to pay such costs and expenses. The Borrower hereby authorizes the Lender to charge any account of the Borrower with the Lender for all sums due under this Section. The Borrower also agrees to defend (with counsel satisfactory to the Lender)losses, protect, indemnify and hold harmless the Lender, any parent corporation, affiliated corporation or subsidiary of the Lender, and each of their respective officers, directors, employees, attorneys and agents (each an “Indemnified Party”) from and against any and all liabilities, obligations, lossesclaims, damages, penalties, actions, judgments, suits, claims, costs, liabilities and expenses and distributions of any kind or nature (including, without limitation, all expenses of litigation or preparation therefor whether or not the disbursements and Agent, the reasonable fees Arranger or any Bank is a party thereto) which any of counsel for each Indemnified Party thereto, which shall also include, without limitation, attorneys’ fees and time charges of attorneys who them may be employees of the Lender, any parent corporation pay or affiliated corporation of the Lender), which may be imposed on, incurred by, or asserted against, any Indemnified Party (whether direct, indirect or consequential and whether based on any federal, state or local laws or regulations, including, without limitation, securities, environmental laws and commercial laws and regulations, under common law or in equity, or based on contract or otherwise) in any manner relating to or incur arising out of or relating to this Note or any of the Loan Documents, or any act, event or transaction related or attendant theretoAgreement, the preparation, execution and delivery of this Note and the Loan DocumentsNotes, the making transactions contemplated hereby or issuance and management of the Loan, the use direct or intended use indirect application or proposed application of the proceeds of this Note and any Borrowing, except to the enforcement extent any of the Lender’s rights and remedies under this Note, the Loan Documents any other instruments and documents delivered hereunder, or under any other agreement between the Borrower and the Lender; provided, however, that the Borrower shall not have any obligations hereunder to any Indemnified Party with respect to matters caused by or resulting foregoing arises from the gross negligence or willful misconduct or gross negligence of such Indemnified Partythe Person seeking indemnification. To If and to the extent that the undertaking to indemnify set forth in the preceding sentence may be foregoing indemnification is unenforceable because it violates for any law or public policyreason, the Borrower shall satisfy such undertaking agrees to make the maximum contribution to the maximum extent permitted by payment and satisfaction of each of such losses, liabilities, claims, damages or expenses which is permissible under applicable law. Any liability, obligation, loss, damage, penalty, cost or expense covered by this indemnity shall be paid to each Indemnified Party on demand, and failing prompt payment, together with interest thereon at the Default Rate from the date incurred by each Indemnified Party until paid by the Borrower, shall be added to the The obligations of the Borrower evidenced by this Note and secured by the collateral securing this Note. The provisions of under this Section 9.04 shall survive the satisfaction and payment termination of this NoteAgreement.

Expenses and Indemnification. The (a) Borrower shall pay agrees to pay, on demand, all costs of the Agent's reasonable expenses in preparing, executing, delivering and administering this Agreement, the Lender Agreements, all related instruments and documents and any requested amendment, waiver or consent relating hereto or thereto, including, without limitation, the reasonable fees and out-of-pocket expenses of the Agent's third-party consultants, special counsel, Paul, Hastings, Xxxxxxxx & Xxxxxx LLP, and local counsel in each jurisdiction in which Borrower and or any Subsidiary has assets and the Agent's and Lenders' reasonable expenses in connection with periodic audits of Borrower and its Subsidiaries. Borrower also agrees to pay, on demand, all reasonable out-of-pocket expenses incurred by the Lender in connection with the preparation of this Note Agent and the Loan DocumentsLenders, including, without limitation, reasonable attorneys’ fees legal, accounting and time charges third-party consultant fees, in connection with the collection of attorneys who may be employees amounts due hereunder and under all other Lender Agreements upon the occurrence of a Default hereunder, the revision, protection or enforcement of any of the Agent's or the Lenders' rights against Borrower under this Agreement, the Notes, the Guaranty Agreements, the Security Agreements, and all other Lender Agreements and the administration of special problems that may arise under this Agreement or any affiliate or parent of the Lenderother Lender Agreement. The Borrower shall also agrees to pay any and all stamp and other taxes, UCC search fees, filing fees and other costs and expenses taxes in connection with the execution and delivery of this Note Agreement and the other related instruments and documents to be delivered hereunderdocuments. (b) Without limitation of any other obligation or liability of Borrower or right or remedy of the Agent or the Lenders contained herein, Borrower hereby covenants and agrees to save indemnify and hold the Lender Agent, the Lenders, and the directors, officers, subsidiaries, shareholders, agents, affiliates and Persons controlling the Agent and the Lenders, harmless from and against any and all liabilities with respect to or resulting from any delay in paying or omission to pay such costs and expenses. The Borrower hereby authorizes the Lender to charge any account of the Borrower with the Lender for all sums due under this Section. The Borrower also agrees to defend (with counsel satisfactory to the Lender)damages, protectlosses, indemnify and hold harmless the Lender, any parent corporation, affiliated corporation or subsidiary of the Lender, and each of their respective officers, directors, employees, attorneys and agents (each an “Indemnified Party”) from and against any and all liabilitiessettlement payments, obligations, losses, damages, penalties, actions, judgments, suitsliabilities, claims, costs, expenses and distributions of any kind or nature (including, without limitation, the disbursements and the reasonable fees of counsel for each Indemnified Party thereto, which shall also include, without limitation, attorneys’ fees and time charges of attorneys who may be employees of the Lender, any parent corporation or affiliated corporation of the Lender), which may be imposed on, incurred by, or asserted against, any Indemnified Party (whether direct, indirect or consequential and whether based on any federal, state or local laws or regulations, including, without limitation, securitiesclaims for finder's or broker's fees, environmental laws actions or causes of action, and commercial laws reasonable costs and regulationsexpenses incurred, under common law suffered, sustained or required to be paid by any such indemnified party in equityeach case by reason of or resulting from any claim, investigation, litigation or based on contract or otherwise) in any manner relating other proceeding related to or arising out the entering into of this Note Agreement or any of the Loan Documents, or any act, event or transaction related or attendant theretoother Lender Agreement, the preparation, execution and delivery of this Note and the Loan Documents, the making or issuance and management of the Loan, the use or intended use of the proceeds of this Note any Loans, the consummation of the transactions contemplated herein, the exercise by the Agent and the enforcement Lenders of their rights and remedies, or otherwise relating to the transactions contemplated hereby, other than any such claims which are determined by a final, non-appealable judgment or order of a court of competent jurisdiction to be the result of the Lender’s rights and remedies under this Note, gross negligence or willful misconduct of such indemnified party. Promptly upon receipt by any indemnified party hereunder of notice of the Loan Documents commencement of any other instruments and documents delivered action against such indemnified party for which a claim is to be made against Borrower hereunder, such indemnified party shall notify Borrower in writing of the commencement thereof, although the failure to provide such notice shall not affect the indemnification rights of any such indemnified party hereunder unless and only to the extent Borrower demonstrates to the reasonable satisfaction of such party that such failure to provide notice prejudiced Borrower in its defense of such claim. Borrower shall have the right, at its option upon notice to the indemnified parties, to defend any such matter at its own expense and with their own counsel, except as provided below, which counsel must be reasonably acceptable to the indemnified parties. The indemnified party shall cooperate with Borrower in the defense of such matter. The indemnified party shall have the right to employ separate counsel and to participate in the defense of such matter at its own expense. In the event that (a) the employment of separate counsel by an indemnified party has been authorized in writing by Borrower, (b) Borrower has failed to assume the defense of such matter within fifteen (15) days of notice thereof from the indemnified party, or under (c) the named parties to any other agreement between the Borrower and the Lender; providedsuch action (including impleaded parties) include any indemnified party who has been advised by counsel that there may be one or more legal defenses available to it or prospective bases for liability against it, howeverwhich are different from those available to or against Borrower, that the then Borrower shall not have any obligations hereunder the right to any Indemnified Party assume the defense of such matter with respect to matters caused by or resulting from the willful misconduct or gross negligence of such Indemnified Partyindemnified party. To the extent that the undertaking to indemnify set forth in the preceding sentence may be unenforceable because it violates any law or public policy, the Borrower shall satisfy not compromise or settle any such undertaking to matter against an indemnified party without the maximum extent permitted by applicable law. Any liability, obligation, loss, damage, penalty, cost or expense covered by this indemnity shall be paid to each Indemnified Party on demand, and failing prompt payment, together with interest thereon at the Default Rate from the date incurred by each Indemnified Party until paid by the Borrower, shall be added to the obligations written consent of the Borrower evidenced by this Note and secured by the collateral securing this Note. The provisions of this Section shall survive the satisfaction and payment of this Noteindemnified party, which consent may not be unreasonably withheld or delayed.

Expenses and Indemnification. The Borrower shall pay all costs and expenses reasonably incurred by the Lender in connection with the preparation of this Note and the Loan Documents, including, without limitation, reasonable attorneys’ fees and time charges of attorneys who may be employees of the Lender or any affiliate or parent corporation of the Lender. The Borrower shall pay any and all stamp and other taxes, UCC search fees, filing fees and other costs and expenses reasonably incurred in connection with the execution and delivery of this Note and the other instruments and documents to be delivered hereunder, and agrees to save the Lender harmless from and against any and all liabilities with respect to or resulting from any delay in paying or omission to pay such costs and expenses. The Borrower hereby authorizes the Lender Bank to charge any account of the Borrower with the Lender Bank for all sums due under this Sectionsection. The Borrower also agrees to defend (with counsel satisfactory to the Lender), protect, indemnify and hold harmless the Lender, any parent corporation, affiliated corporation or subsidiary of the Lender, and each of their respective officers, directors, employees, attorneys and agents (each each, an “Indemnified Party”) from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, claims, costs, expenses and distributions of any kind or nature (including, without limitation, the disbursements and the reasonable fees of counsel for each Indemnified Party thereto, which shall also include, without limitation, reasonable attorneys’ fees and time charges of attorneys who may be employees of the Lender, Lender or any parent corporation or affiliated corporation of the Lender, but excluding punitive damages or other exemplary damages, diminution in value, lost profits or lost opportunity costs), which may be imposed on, incurred by, or asserted against, any Indemnified Party (whether direct, indirect or consequential and whether based on any federal, state or local laws or regulations, including, without limitation, securities, environmental laws and commercial laws and regulations, under common law or in equity, or based on contract or otherwise) in any manner relating to or arising out of this Note or any of the Loan Documents, or any act, event or transaction related or attendant thereto, the preparation, execution and delivery of this Note and the Loan Documents, the making or issuance and management of the Loan, the use or intended use of the proceeds of this Note the Loan and the enforcement of the Lender’s rights and remedies under this Note, the Loan Documents Documents, any other instruments and documents delivered hereunderhereunder or thereunder, or under any other agreement between the Borrower and the Lender; provided, however, that the Borrower shall not have any obligations obligation hereunder to any Indemnified Party with respect to matters caused by or resulting from the willful misconduct misconduct, gross negligence, bad faith or gross negligence illegal acts of such Indemnified Party. To the extent that the undertaking to indemnify set forth in the preceding sentence may be unenforceable because it violates any law or public policy, the Borrower shall satisfy such undertaking to the maximum extent permitted by applicable law. Any liability, obligation, loss, damage, penalty, cost or expense covered by this indemnity shall be paid to each such Indemnified Party on demand, and failing prompt payment, together with interest thereon at the Default Rate from the date incurred by each such Indemnified Party until paid by the Borrower, shall be added to the obligations of the Borrower evidenced by this Note and secured by the collateral securing this Note. This indemnity is not intended to excuse the Lender from performing hereunder. The provisions of this Section section shall survive the closing of the Loan, the satisfaction and payment of this NoteNote and any cancellation of the Loan Documents. The Borrower shall also pay, and hold the Lender harmless from, any and all claims of any brokers, finders or agents claiming a right to any fees in connection with arranging the Loan. The Lender hereby represents that it has not employed a broker or other finder in connection with the Loan. The Borrower represents and warrants that no brokerage commissions or finder’s fees are to be paid in connection with the Loan.

Expenses and Indemnification. (a) The Borrower shall pay agrees to pay, on demand, all costs of the Agent's reasonable expenses in preparing, executing, delivering and administering this Agreement, the Lender Agreements and all related instruments and documents, including, without limitation, the reasonable fees and out-of-pocket expenses of the Agent's special counsel, Xxxxxxx, Procter & Xxxx LLP, and, absent the existence of a default, up to an amount of $1,500 annually, the Agent's and Lenders' expenses in connection with periodic audits of the Borrower. The Borrower also agrees to pay, on demand, all reasonable out-of-pocket expenses incurred by the Lender in connection with the preparation of this Note Agent and the Loan DocumentsLenders, including, without limitation, reasonable attorneys’ fees legal and time charges accounting fees, in connection with the collection of attorneys who may be employees amounts due hereunder and under all other Lender Agreements upon the occurrence of an Event of Default hereunder, the revision, protection or enforcement of any of the Agent's or the Lenders' rights against the Borrower under this Agreement, the Notes and all other Lender Agreements and the administration of special problems that may arise under this Agreement or any affiliate or parent of the Lenderother Lender Agreement. The Borrower shall also agrees to pay any and all stamp and other taxes, UCC search fees, filing fees and other costs and expenses taxes in connection with the execution and delivery of this Note Agreement and the other related instruments and documents to be delivered hereunderdocuments. (b) Without limitation of any other obligation or liability of the Borrower or right or remedy of the Agent or the Lenders contained herein, the Borrower hereby covenants and agrees to save indemnify and hold the Lender Agent, the Lenders, and the directors, officers, subsidiaries, shareholders, agents, affiliates and Persons controlling the Agent and the Lenders, harmless from and against any and all liabilities with respect to or resulting from any delay in paying or omission to pay such costs and expenses. The Borrower hereby authorizes the Lender to charge any account of the Borrower with the Lender for all sums due under this Section. The Borrower also agrees to defend (with counsel satisfactory to the Lender)damages, protectlosses, indemnify and hold harmless the Lender, any parent corporation, affiliated corporation or subsidiary of the Lender, and each of their respective officers, directors, employees, attorneys and agents (each an “Indemnified Party”) from and against any and all liabilitiessettlement payments, obligations, losses, damages, penalties, actions, judgments, suitsliabilities, claims, costs, expenses and distributions of any kind or nature (including, without limitation, the disbursements and the reasonable fees of counsel for each Indemnified Party thereto, which shall also include, without limitation, attorneys’ fees and time charges of attorneys who may be employees of the Lender, any parent corporation or affiliated corporation of the Lender), which may be imposed on, incurred by, or asserted against, any Indemnified Party (whether direct, indirect or consequential and whether based on any federal, state or local laws or regulations, including, without limitation, securitiesclaims for finder's or broker's fees, environmental laws actions or causes of action, and commercial laws reasonable costs and regulationsexpenses incurred, under common law suffered, sustained or required to be paid by any such indemnified party in equityeach case by reason of or resulting from any claim relating to the transactions contemplated hereby, other than any such claims which are determined by a final, non-appealable judgment or order of a court of competent jurisdiction to be the result of the gross negligence or willful misconduct of such indemnified party. Promptly upon receipt by any indemnified party hereunder of notice of the commencement of any action against such indemnified party for which a claim is to be made against the Borrower hereunder, such indemnified party shall notify the Borrower in writing of the commencement thereof, although the failure to provide such notice shall not affect the indemnification rights of any such indemnified party hereunder. The Borrower shall have the right, at its option upon notice to the indemnified parties, to defend any such matter at its own expense and with its own counsel, except as provided below, which counsel must be reasonably acceptable to the indemnified parties. The indemnified party shall cooperate with the Borrower in the defense of such matter. The indemnified party shall have the right to employ separate counsel and to participate in the defense of such matter at its own expense. In the event that (a) the employment of separate counsel by an indemnified party has been authorized in writing by the Borrower, (b) the Borrower has failed to assume the defense of such matter within fifteen (15) days of notice thereof from the indemnified party, or based on contract (c) the named parties to any such action (including impleaded parties) include any indemnified party who has been advised by counsel that there may be one or otherwise) in any manner relating more legal defenses available to it or prospective bases for liability against it, which are different from those available to or arising out of this Note or any of against the Loan DocumentsBorrower, or any act, event or transaction related or attendant thereto, the preparation, execution and delivery of this Note and the Loan Documents, the making or issuance and management of the Loan, the use or intended use of the proceeds of this Note and the enforcement of the Lender’s rights and remedies under this Note, the Loan Documents any other instruments and documents delivered hereunder, or under any other agreement between the Borrower and the Lender; provided, however, that then the Borrower shall not have any obligations hereunder the right to any Indemnified Party assume the defense of such matter with respect to matters caused by or resulting from the willful misconduct or gross negligence of such Indemnified Partyindemnified party. To the extent that the undertaking to indemnify set forth in the preceding sentence may be unenforceable because it violates any law or public policy, the The Borrower shall satisfy not compromise or settle any such undertaking to matter against an indemnified party without the maximum extent permitted by applicable law. Any liability, obligation, loss, damage, penalty, cost or expense covered by this indemnity shall be paid to each Indemnified Party on demand, and failing prompt payment, together with interest thereon at the Default Rate from the date incurred by each Indemnified Party until paid by the Borrower, shall be added to the obligations written consent of the Borrower evidenced by this Note and secured by the collateral securing this Note. The provisions of this Section shall survive the satisfaction and payment of this Noteindemnified party, which consent may not be unreasonably withheld or delayed.

Expenses and Indemnification. (a) The Borrower shall pay Borrowers agree to pay, jointly and severally, on demand, all of the Agent's and the Lenders' reasonable expenses in connection with the preparation, administration, waiver or amendment of this Agreement, the Lender Agreements and all related instruments and documents, including, without limitation, the reasonable fees and out-of-pocket expenses of the Agent's special counsel, Goodwin Procter LLP and solely with respect to the preparation of thxx Xxxxement First Union National Bank's special counsel, Pepper Hamilton LLP, allocated costs of in-house legal counsel, accoxxxxxx, xxxxxxxing, brokerage and other similar professional fees or expenses, any fees or expenses associated with travel and other costs relating to any appraisals, audits or examinations conducted in connection with the credits extended hereunder or any collateral therefor. The Borrowers also agree to pay, jointly and severally, on demand, all reasonable out-of-pocket expenses incurred by the Lender in connection with the preparation of this Note Agent and the Loan DocumentsLenders, including, without limitation, reasonable attorneys’ fees legal and time charges accounting fees, in connection with the collection of attorneys who may be employees amounts due hereunder and under all other Lender Agreements upon the occurrence of an Event of Default hereunder, the exercise, revision, preservation, protection or enforcement of any of the Agent's or the Lenders' rights against the Loan Parties or other options under this Agreement, the Revolving Credit Notes and all other Lender Agreements and the administration of special problems that may arise under this Agreement or any affiliate or parent of the Lenderother Lender Agreement. The Borrower shall Borrowers also agree, jointly and severally, to pay any and all stamp and other taxes, UCC search fees, filing fees and other costs and expenses similar taxes in connection with the execution and delivery of this Note Agreement and related instruments and documents. The Loan Parties also agree to pay all stamp and other taxes in connection with the execution and delivery of this Agreement and related instruments and documents. (b) Without limitation of any other obligation or liability of the Loan Parties or right or remedy of the Agent or the Lenders contained herein, the Loan Parties hereby covenant and agree, jointly and severally, to indemnify and hold the Agent, the Lenders, and the other instruments directors, officers, subsidiaries, shareholders, agents, affiliates and documents to be delivered hereunderPersons controlling the Agent and the Lenders, and agrees to save the Lender harmless from and against any and all liabilities with respect to or resulting from any delay in paying or omission to pay such costs and expenses. The Borrower hereby authorizes the Lender to charge any account of the Borrower with the Lender for all sums due under this Section. The Borrower also agrees to defend (with counsel satisfactory to the Lender)damages, protectlosses, indemnify and hold harmless the Lender, any parent corporation, affiliated corporation or subsidiary of the Lender, and each of their respective officers, directors, employees, attorneys and agents (each an “Indemnified Party”) from and against any and all liabilitiessettlement payments, obligations, losses, damages, penalties, actions, judgments, suitsliabilities, claims, costs, expenses and distributions of any kind or nature (including, without limitation, the disbursements and the reasonable fees of counsel for each Indemnified Party thereto, which shall also include, without limitation, attorneys’ fees and time charges of attorneys who may be employees of the Lender, any parent corporation or affiliated corporation of the Lender), which may be imposed on, incurred by, or asserted against, any Indemnified Party (whether direct, indirect or consequential and whether based on any federal, state or local laws or regulations, including, without limitation, securitiesclaims for finder's or broker's fees, environmental laws actions or causes of action, and commercial laws reasonable costs and regulationsexpenses incurred, under common law suffered, sustained or required to be paid by any such indemnified party in equityeach case by reason of or resulting from any claim relating to the transactions contemplated hereby, other than any such claims which are determined by a final, non-appealable judgment or order of a court of competent jurisdiction to be the result of the gross negligence or willful misconduct of such indemnified party. Promptly upon receipt by any indemnified party hereunder of notice of the commencement of any action against such indemnified party for which a claim is to be made against the Loan Parties hereunder, such indemnified party shall notify the Loan Parties in writing of the commencement thereof, although the failure to provide such notice shall not affect the indemnification rights of any such indemnified party hereunder unless and only to the extent the Loan Parties demonstrate to the reasonable satisfaction of such party that such failure to provide notice prejudiced the Loan Parties in their defense of such claim. The Loan Parties shall have the right, at their option upon notice to the indemnified parties, to defend any such matter at their own expense and with their own counsel, except as provided below, which counsel must be reasonably acceptable to the indemnified parties. The indemnified party shall cooperate with the Loan Parties in the defense of such matter. The indemnified party shall have the right to employ separate counsel and to participate in the defense of such matter at its own expense. In the event that (a) the employment of separate counsel by an indemnified party has been authorized in writing by the Loan Parties, (b) the Loan Parties have failed to assume the defense of such matter within fifteen (15) days of notice thereof from the indemnified party, or based on contract (c) the named parties to any such action (including impleaded parties) include any indemnified party who has been advised by counsel that there may be one or otherwise) in any manner relating more legal defenses available to it or prospective bases for liability against it, which are different from those available to or arising out of this Note or any of against the Loan DocumentsParties, or any act, event or transaction related or attendant thereto, the preparation, execution and delivery of this Note and then the Loan Documents, the making or issuance and management of the Loan, the use or intended use of the proceeds of this Note and the enforcement of the Lender’s rights and remedies under this Note, the Loan Documents any other instruments and documents delivered hereunder, or under any other agreement between the Borrower and the Lender; provided, however, that the Borrower Parties shall not have any obligations hereunder the right to any Indemnified Party assume the defense of such matter with respect to matters caused by such indemnified party. The Loan Parties shall not compromise or resulting from settle any such matter against an indemnified party without the willful misconduct or gross negligence of such Indemnified Party. To the extent that the undertaking to indemnify set forth in the preceding sentence may be unenforceable because it violates any law or public policy, the Borrower shall satisfy such undertaking to the maximum extent permitted by applicable law. Any liability, obligation, loss, damage, penalty, cost or expense covered by this indemnity shall be paid to each Indemnified Party on demand, and failing prompt payment, together with interest thereon at the Default Rate from the date incurred by each Indemnified Party until paid by the Borrower, shall be added to the obligations written consent of the Borrower evidenced by this Note and secured by the collateral securing this Note. The provisions of this Section shall survive the satisfaction and payment of this Noteindemnified party, which consent may not be unreasonably withheld or delayed.

Expenses and Indemnification. The Borrower Borrowers shall pay all costs and expenses incurred by the Lender in connection with the preparation of this Note and the Loan Documents, including, without limitation, reasonable attorneys’ fees and time charges of attorneys who may be employees of the Lender or any affiliate or parent of the Lender. The Borrower Borrowers shall pay any and all stamp and other taxes, UCC search fees, filing fees and other costs and expenses in connection with the execution and delivery of this Note and the other instruments and documents to be delivered hereunder, and agrees to save the Lender harmless from and against any and all liabilities with respect to or resulting from any delay in paying or omission to pay such costs and expenses. The Borrower Each Borrowers hereby authorizes authorize the Lender to charge any account of the such Borrower with the Lender for all sums due under this Section. The Borrower Borrowers also agrees agree to defend (with counsel satisfactory to the Lender), protect, indemnify and hold harmless the Lender, any parent corporation, affiliated corporation or subsidiary of the Lender, and each of their respective officers, directors, employees, attorneys and agents (each an “Indemnified Party”) from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, claims, costs, expenses and distributions of any kind or nature (including, without limitation, the disbursements and the reasonable fees of counsel for each Indemnified Party thereto, which shall also include, without limitation, attorneys’ fees and time charges of attorneys who may be employees of the Lender, any parent corporation or affiliated corporation of the Lender), which may be imposed on, incurred by, or asserted against, any Indemnified Party (whether direct, indirect or consequential and whether based on any federal, state or local laws or regulations, including, without limitation, securities, environmental laws and commercial laws and regulations, under common law or in equity, or based on contract or otherwise) in any manner relating to or arising out of this Note or any of the Loan Documents, or any act, event or transaction related or attendant thereto, the preparation, execution and delivery of this Note and the Loan Documents, the making or issuance and management of the Loan, the use or intended use of the proceeds of this Note and the enforcement of the Lender’s rights and remedies under this Note, the Loan Documents any other instruments and documents delivered hereunder, or under any other agreement between the Borrower Borrowers and the Lender; provided, however, that the Borrower Borrowers shall not have any obligations hereunder to any Indemnified Party with respect to matters caused by or resulting from the willful misconduct or gross negligence of such Indemnified Party. To the extent that the undertaking to indemnify set forth in the preceding sentence may be unenforceable because it violates any law or public policy, the Borrower Borrowers shall satisfy such undertaking to the maximum extent permitted by applicable law. Any liability, obligation, loss, damage, penalty, cost or expense covered by this indemnity shall be paid to each Indemnified Party on demand, and failing prompt payment, together with interest thereon at the Default Rate from the date incurred by each Indemnified Party until paid by the BorrowerBorrowers, shall be added to the obligations of the Borrower Borrowers evidenced by this Note and secured by the collateral securing this Note. The provisions of this Section shall survive the satisfaction and payment of this Note.. IF ANY, FOLLOW THIS PAGE]

Expenses and Indemnification. (a) The Borrower shall pay agrees to pay, on demand, all costs of the Agent's reasonable expenses in preparing, executing, delivering and administering (excluding overhead) this Agreement, the Lender Agreements and all related instruments and documents, including, without limitation, the reasonable fees and out-of-pocket expenses of the Agent's special counsel, Xxxxxxx Procter LLP, and, the Agent's and Lenders' expenses in connection with periodic audits of the Borrower. The Borrower also agrees to pay, on demand, all reasonable out-of-pocket expenses incurred by the Lender in connection with the preparation of this Note Agent and the Loan DocumentsLenders, including, without limitation, reasonable attorneys’ fees legal and time charges accounting fees, in connection with the collection of attorneys who may be employees amounts due hereunder and under all other Lender Agreements upon the occurrence of an Event of Default hereunder, the revision, protection or enforcement of any of the Agent's or the Lenders' rights against the Borrower under this Agreement, the Notes and all other Lender Agreements and the administration of special problems that may arise under this Agreement or any affiliate or parent of the Lenderother Lender Agreement. The Borrower shall also agrees to pay any and all stamp and other taxes, UCC search fees, filing fees and other costs and expenses taxes in connection with the execution and delivery of this Note Agreement and the other related instruments and documents to be delivered hereunderdocuments. (b) Without limitation of any other obligation or liability of the Borrower or right or remedy of the Agent or the Lenders contained herein, the Borrower hereby covenants and agrees to save indemnify and hold the Lender Agent, the Lenders, and the directors, officers, subsidiaries, shareholders, agents, affiliates and Persons controlling the Agent and the Lenders, harmless from and against any and all liabilities with respect to or resulting from any delay in paying or omission to pay such costs and expenses. The Borrower hereby authorizes the Lender to charge any account of the Borrower with the Lender for all sums due under this Section. The Borrower also agrees to defend (with counsel satisfactory to the Lender)damages, protectlosses, indemnify and hold harmless the Lender, any parent corporation, affiliated corporation or subsidiary of the Lender, and each of their respective officers, directors, employees, attorneys and agents (each an “Indemnified Party”) from and against any and all liabilitiessettlement payments, obligations, losses, damages, penalties, actions, judgments, suitsliabilities, claims, costs, expenses and distributions of any kind or nature (including, without limitation, the disbursements and the reasonable fees of counsel for each Indemnified Party thereto, which shall also include, without limitation, attorneys’ fees and time charges of attorneys who may be employees of the Lender, any parent corporation or affiliated corporation of the Lender), which may be imposed on, incurred by, or asserted against, any Indemnified Party (whether direct, indirect or consequential and whether based on any federal, state or local laws or regulations, including, without limitation, securitiesclaims for finder's or broker's fees, environmental laws actions or causes of action, and commercial laws reasonable costs and regulationsexpenses incurred, under common law suffered, sustained or required to be paid by any such indemnified party in equityeach case by reason of or resulting from any claim relating to the transactions contemplated hereby, other than any such claims which are determined by a final, non-appealable judgment or order of a court of competent jurisdiction to be the result of the gross negligence or willful misconduct of such indemnified party. Promptly upon receipt by any indemnified party hereunder of notice of the commencement of any action against such indemnified party for which a claim is to be made against the Borrower hereunder, such indemnified party shall notify the Borrower in writing of the commencement thereof, although the failure to provide such notice shall not affect the indemnification rights of any such indemnified party hereunder. The Borrower shall have the right, at its option upon notice to the indemnified parties, to defend any such matter at its own expense and with its own counsel, except as provided below, which counsel must be reasonably acceptable to the indemnified parties. The indemnified party shall cooperate with the Borrower in the defense of such matter. The indemnified party shall have the right to employ separate counsel and to participate in the defense of such matter at its own expense. In the event that (a) the employment of separate counsel by an indemnified party has been authorized in writing by the Borrower, (b) the Borrower has failed to assume the defense of such matter within thirty (30) days of notice thereof from the indemnified party, or based on contract (c) the named parties to any such action (including impleaded parties) include any indemnified party who has been advised by counsel that there may be one or otherwise) in any manner relating more legal defenses available to it or prospective bases for liability against it, which are different from those available to or arising out of this Note or any of against the Loan DocumentsBorrower, or any act, event or transaction related or attendant thereto, the preparation, execution and delivery of this Note and the Loan Documents, the making or issuance and management of the Loan, the use or intended use of the proceeds of this Note and the enforcement of the Lender’s rights and remedies under this Note, the Loan Documents any other instruments and documents delivered hereunder, or under any other agreement between the Borrower and the Lender; provided, however, that then the Borrower shall not have any obligations hereunder the right to any Indemnified Party assume the defense of such matter with respect to matters caused by or resulting from the willful misconduct or gross negligence of such Indemnified Partyindemnified party. To the extent that the undertaking to indemnify set forth in the preceding sentence may be unenforceable because it violates any law or public policy, the The Borrower shall satisfy not compromise or settle any such undertaking to matter against an indemnified party without the maximum extent permitted by applicable law. Any liability, obligation, loss, damage, penalty, cost or expense covered by this indemnity shall be paid to each Indemnified Party on demand, and failing prompt payment, together with interest thereon at the Default Rate from the date incurred by each Indemnified Party until paid by the Borrower, shall be added to the obligations written consent of the Borrower evidenced by this Note and secured by the collateral securing this Note. The provisions of this Section shall survive the satisfaction and payment of this Noteindemnified party, which consent may not be unreasonably withheld or delayed.

Expenses and Indemnification. (a) The Borrower shall pay agrees to pay, on demand, all costs of the Agent's reasonable expenses in preparing, executing, delivering and administering this Agreement, the Lender Agreements and all related instruments and documents, including the reasonable fees and out-of-pocket expenses of the Agent's special counsel, Chapxxxx Xxxte LLP, and, the Agent's and Lenders' reasonable expenses in connection with periodic audits of the Borrower. The Borrower also agrees to pay, on demand, all reasonable out-of-pocket expenses incurred by the Lender Agent and the Lenders, including reasonable legal fees for a single counsel for the Agent and the Lenders and reasonable accounting fees, in connection with the preparation collection of amounts due hereunder and under all other Lender Agreements upon the occurrence of an Event of Default hereunder, the revision, protection or enforcement of any of the Agent's or the Lenders' rights against the Borrower under this Note Agreement, the Notes and all other Lender Agreements and the Loan Documents, including, without limitation, reasonable attorneys’ fees and time charges administration of attorneys who special problems that may be employees of the Lender arise under this Agreement or any affiliate or parent of the Lenderother Lender Agreement. The Borrower shall also agrees to pay any and all stamp and other taxes, UCC search fees, filing fees and other costs and expenses taxes in connection with the execution and delivery of this Note Agreement and the other related instruments and documents to be delivered hereunderdocuments. (b) Without limitation of any other obligation or liability of the Borrower or right or remedy of the Agent or the Lenders contained herein, the Borrower hereby covenants and agrees to save indemnify and hold the Lender Agent, the Lenders, and the directors, officers, subsidiaries, shareholders, agents, affiliates and Persons controlling the Agent and the Lenders, harmless from and against any and all liabilities with respect damages, losses, settlement payments, obligations, liabilities, claims, including claims for finder's or broker's fees, actions or causes of action, and reasonable costs and expenses incurred, suffered, sustained or required to be paid by any such indemnified party in each case by reason of or resulting from any delay claim relating to the transactions contemplated hereby, other than any such claims which are determined by a final, non-appealable judgment or order of a court of competent jurisdiction to be the result of the gross negligence or willful misconduct of such indemnified party. In litigation, or the preparation therefor, the Lenders and the Agent shall be entitled to select a single counsel of their own and, in paying or omission addition to the foregoing indemnity, the Borrower agrees to pay such costs and expenses. The Borrower hereby authorizes the Lender to charge any account of the Borrower with the Lender for all sums due under this Section. The Borrower also agrees to defend (with counsel satisfactory to the Lender), protect, indemnify and hold harmless the Lender, any parent corporation, affiliated corporation or subsidiary of the Lender, and each of their respective officers, directors, employees, attorneys and agents (each an “Indemnified Party”) from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, claims, costs, expenses and distributions of any kind or nature (including, without limitation, the disbursements and promptly the reasonable fees of counsel for each Indemnified Party thereto, which shall also include, without limitation, attorneys’ fees and time charges of attorneys who may be employees of the Lender, any parent corporation or affiliated corporation of the Lender), which may be imposed on, incurred by, or asserted against, any Indemnified Party (whether direct, indirect or consequential and whether based on any federal, state or local laws or regulations, including, without limitation, securities, environmental laws and commercial laws and regulations, under common law or in equity, or based on contract or otherwise) in any manner relating to or arising out of this Note or any of the Loan Documents, or any act, event or transaction related or attendant thereto, the preparation, execution and delivery of this Note and the Loan Documents, the making or issuance and management of the Loan, the use or intended use of the proceeds of this Note and the enforcement of the Lender’s rights and remedies under this Note, the Loan Documents any other instruments and documents delivered hereunder, or under any other agreement between the Borrower and the Lender; provided, however, that the Borrower shall not have any obligations hereunder to any Indemnified Party with respect to matters caused by or resulting from the willful misconduct or gross negligence expenses of such Indemnified Partycounsel. To If, and to the extent that the undertaking to indemnify set forth in the preceding sentence may be unenforceable because it violates any law or public policy, the Borrower shall satisfy such undertaking to the maximum extent permitted by applicable law. Any liability, obligation, loss, damage, penalty, cost or expense covered by this indemnity shall be paid to each Indemnified Party on demand, and failing prompt payment, together with interest thereon at the Default Rate from the date incurred by each Indemnified Party until paid by the Borrower, shall be added to the obligations of the Borrower evidenced by under this Note and secured by the collateral securing this Note. The provisions of this Section shall survive the satisfaction and payment of this Notess.

Expenses and Indemnification. (a) The Borrower shall pay Borrowers agree, jointly and severally, to pay, on demand, all costs of the Agent's reasonable expenses in preparing, executing, delivering and administering this Agreement, the Lender Agreements, all related instruments and documents and any requested amendment, waiver or consent relating hereto or thereto, including, without limitation, the reasonable fees and out-of-pocket expenses of the Agent's third-party consultants, special counsel, Goodwin, Procter & Xxxx LLP, and loxxx counsel in each jurisdiction in which American Ski or any Restricted Subsidiary has assets and the Agent's and Lenders' reasonable expenses in connection with periodic audits of American Ski and its Restricted Subsidiaries. The Borrowers also agree, jointly and severally, to pay, on demand, all reasonable out-of-pocket expenses incurred by the Lender in connection with the preparation of this Note Agent and the Loan DocumentsLenders, including, without limitation, reasonable attorneys’ fees legal, accounting and time charges third-party consultant fees, in connection with the collection of attorneys who may be employees amounts due hereunder and under all other Lender Agreements upon the occurrence of a Default hereunder, the revision, protection or enforcement of any of the Agent's or the Lenders' rights against the Borrowers under this Agreement, the Notes, the Guaranty Agreements, the Security Agreements, and all other Lender Agreements and the administration of special problems that may arise under this Agreement or any affiliate or parent of the Lenderother Lender Agreement. The Borrower shall Borrowers also agree, jointly and severally, to pay any and all stamp and other taxes, UCC search fees, filing fees and other costs and expenses taxes in connection with the execution and delivery of this Note Agreement and related instruments and documents. (b) Without limitation of any other obligation or liability of the Borrowers or right or remedy of the Agent or the Lenders contained herein, the Borrowers hereby covenant and agree, jointly and severally, to indemnify and hold the Agent, the Lenders, and the other instruments directors, officers, subsidiaries, shareholders, agents, affiliates and documents to be delivered hereunderPersons controlling the Agent and the Lenders, and agrees to save the Lender harmless from and against any and all liabilities with respect to or resulting from any delay in paying or omission to pay such costs and expenses. The Borrower hereby authorizes the Lender to charge any account of the Borrower with the Lender for all sums due under this Section. The Borrower also agrees to defend (with counsel satisfactory to the Lender)damages, protectlosses, indemnify and hold harmless the Lender, any parent corporation, affiliated corporation or subsidiary of the Lender, and each of their respective officers, directors, employees, attorneys and agents (each an “Indemnified Party”) from and against any and all liabilitiessettlement payments, obligations, losses, damages, penalties, actions, judgments, suitsliabilities, claims, costs, expenses and distributions of any kind or nature (including, without limitation, the disbursements and the reasonable fees of counsel for each Indemnified Party thereto, which shall also include, without limitation, attorneys’ fees and time charges of attorneys who may be employees of the Lender, any parent corporation or affiliated corporation of the Lender), which may be imposed on, incurred by, or asserted against, any Indemnified Party (whether direct, indirect or consequential and whether based on any federal, state or local laws or regulations, including, without limitation, securitiesclaims for finder's or broker's fees, environmental laws actions or causes of action, and commercial laws reasonable costs and regulationsexpenses incurred, under common law suffered, sustained or required to be paid by any such indemnified party in equityeach case by reason of or resulting from any claim, investigation, litigation or based on contract or otherwise) in any manner relating other proceeding related to or arising out the entering into of this Note Agreement or any of the Loan Documents, or any act, event or transaction related or attendant thereto, the preparation, execution and delivery of this Note and the Loan Documents, the making or issuance and management of the Loanother Lender Agreement, the use of any Letter of Credit or intended use of the proceeds of this Note any Loans, the consummation of the transactions contemplated herein, the exercise by the Agent and the enforcement Lenders of their rights and remedies, or otherwise relating to the transactions contemplated hereby, other than any such claims which are determined by a final, non-appealable judgment or order of a court of competent jurisdiction to be the result of the Lender’s rights and remedies under this Note, gross negligence or willful misconduct of such indemnified party. Promptly upon receipt by any indemnified party hereunder of notice of the Loan Documents commencement of any other instruments and documents delivered action against such indemnified party for which a claim is to be made against the Borrowers hereunder, such indemnified party shall notify American Ski in writing of the commencement thereof, although the failure to provide such notice shall not affect the indemnification rights of any such indemnified party hereunder unless and only to the extent American Ski demonstrates to the reasonable satisfaction of such party that such failure to provide notice prejudiced the Borrowers in their defense of such claim. The Borrowers shall have the right, at their option upon notice to the indemnified parties, to defend any such matter at their own expense and with their own counsel, except as provided below, which counsel must be reasonably acceptable to the indemnified parties. The indemnified party shall cooperate with the Borrowers in the defense of such matter. The indemnified party shall have the right to employ separate counsel and to participate in the defense of such matter at its own expense. In the event that (a) the employment of separate counsel by an indemnified party has been authorized in writing by American Ski, (b) the Borrowers have failed to assume the defense of such matter within fifteen (15) days of notice thereof from the indemnified party, or under (c) the named parties to any other agreement between such action (including impleaded parties) include any indemnified party who has been advised by counsel that there may be one or more legal defenses available to it or prospective bases for liability against it, which are different from those available to or against the Borrower and Borrowers, then the Lender; provided, however, that the Borrower Borrowers shall not have any obligations hereunder the right to any Indemnified Party assume the defense of such matter with respect to matters caused by such indemnified party. The Borrowers shall not compromise or resulting from settle any such matter against an indemnified party without the willful misconduct or gross negligence of such Indemnified Party. To the extent that the undertaking to indemnify set forth in the preceding sentence may be unenforceable because it violates any law or public policy, the Borrower shall satisfy such undertaking to the maximum extent permitted by applicable law. Any liability, obligation, loss, damage, penalty, cost or expense covered by this indemnity shall be paid to each Indemnified Party on demand, and failing prompt payment, together with interest thereon at the Default Rate from the date incurred by each Indemnified Party until paid by the Borrower, shall be added to the obligations written consent of the Borrower evidenced by this Note and secured by the collateral securing this Note. The provisions of this Section shall survive the satisfaction and payment of this Noteindemnified party, which consent may not be unreasonably withheld or delayed.

Expenses and Indemnification. (a) The Borrower Company shall not be responsible for any out-of-pocket costs or expenses incurred by such Initial Purchasers in connection with the preparation, execution and delivery of this Agreement and the other Note Documents. The Company shall pay all reasonable and documented out-of-pocket costs and expenses of the Agents (including reasonable and documented fees, expenses and disbursements of its outside counsel) relating to the negotiation, preparation and execution of the Note Documents, review of other documents (including for purposes of due diligence review) in connection with the transactions contemplated hereby and any amendments and waivers hereto or thereto. In addition, the Company agrees to promptly pay in full after the occurrence of an Event of Default, all costs and expenses incurred by the Lender in connection with the preparation of this Note and the Loan Documents, (including, without limitation, reasonable attorneys’ and documented fees and time charges disbursements of attorneys who may be employees counsel, agents and professional advisers) incurred by the Holders or the Agents in enforcing any obligations of or in collecting any payments due hereunder or under the Lender Notes by reason of such Event of Default or any affiliate or parent of the Lender. The Borrower shall pay any and all stamp and other taxes, UCC search fees, filing fees and other costs and expenses in connection with any refinancing or restructuring of the execution credit arrangements provided under this Agreement in the nature of a workout, or any insolvency or bankruptcy proceedings. (b) In addition to the payment of expenses pursuant to Section 10.10(a), the Company (as “Indemnitor”) agrees to indemnify, pay and delivery of this Note hold the Purchasers, the Holders and the other instruments and documents to be delivered hereunderAgents, and agrees to save the Lender officers, directors, employees, agents, and affiliates of the Purchasers, the Holders and the Agents (collectively called the “Indemnitees”) harmless from and against any and all liabilities with respect to or resulting from any delay in paying or omission to pay such costs and other liabilities, costs, expenses. The Borrower hereby authorizes the Lender to charge any account of the Borrower with the Lender for all sums due under this Section. The Borrower also agrees to defend (with counsel satisfactory to the Lender), protect, indemnify and hold harmless the Lender, any parent corporation, affiliated corporation or subsidiary of the Lender, and each of their respective officers, directors, employees, attorneys and agents (each an “Indemnified Party”) from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, claims, costs, expenses claims and distributions disbursements of any kind or nature whatsoever (including, without limitation, the disbursements and the reasonable fees and disbursements of counsel for each Indemnified Party such Indemnitees) in connection with any investigative, administrative or judicial proceeding commenced or threatened (excluding claims among Indemnitees (other than claims against an Agent acting in its capacity as such) and, with the exception of claims arising out of otherwise indemnifiable matters (e.g., actions to enforce the indemnification rights provided hereunder), and excluding claims between the Company and an Indemnitee), whether or not such Indemnitee shall be designated a party thereto, which shall also include, without limitation, attorneys’ fees and time charges of attorneys who may be employees of the Lender, any parent corporation or affiliated corporation of the Lender), which may be imposed on, incurred by, or asserted againstagainst that Indemnitee, any Indemnified Party (whether direct, indirect or consequential and whether based on any federal, state or local laws or regulations, including, without limitation, securities, environmental laws and commercial laws and regulations, under common law or in equity, or based on contract or otherwise) in any manner relating to or arising out of this Note or any of the Loan Documents, or any act, event or transaction related or attendant theretoAgreement, the preparation, execution and delivery of this Note and the Loan DocumentsNotes, the making Note Documents or issuance and management the other documents related to the transactions contemplated hereby (including, without limitation, the existence or exercise of any security rights with respect to the LoanCollateral in accordance with the Security Agreement), the Purchasers’ agreement to purchase the Notes or the use or intended use of the proceeds of this Note and the enforcement any of the Lender’s rights and remedies under this Note, proceeds thereof to the Loan Documents any other instruments and documents delivered hereunder, or under any other agreement between Company (the Borrower and the Lender“Indemnified Liabilities”); provided, however, that the Borrower Indemnitor shall not have any obligations obligation to an Indemnitee hereunder to any Indemnified Party with respect to matters caused by or resulting an Indemnified Liability to the extent that such Indemnified Liability arises from the gross negligence or willful misconduct or gross negligence of that Indemnitee as determined by a final nonappealable order of a court of competent jurisdiction. Each Indemnitee shall give the Indemnitor prompt written notice of any claim that might give rise to Indemnified Liabilities setting forth a description of those elements of such Indemnified Partyclaim of which such Indemnitee has knowledge; provided, that any failure to give such notice shall not affect the obligations of the Indemnitor unless (and then solely to the extent) such Indemnitor is not aware of such claim and is materially prejudiced. The Indemnitor shall have the right at any time during which such claim is pending to select counsel to defend and control the defense thereof and settle any claims for which it is responsible for indemnification hereunder (provided that the Indemnitor will not settle any such claim without (i) the appropriate Indemnitee’s prior written consent, which consent shall not be unreasonably withheld or (ii) obtaining an unconditional release of the appropriate Indemnitee from all claims arising out of or in any way relating to the circumstances involving such claim) so long as in any such event the Indemnitor shall have stated in a writing delivered to the Indemnitee that, as between the Indemnitor and the Indemnitee, the Indemnitor is responsible to the Indemnitee with respect to such claim to the extent and subject to the limitations set forth herein; provided, that the Indemnitor shall not be entitled to control the defense of any claim in the event that in the reasonable opinion of counsel for the Indemnitee, there are one or more material defenses available to the Indemnitee which are not available to the Indemnitor, in which case the Indemnitee may retain separate counsel and the Company will pay the reasonable fees and expenses of such counsel (including the reasonable fees and expenses of counsel to such Indemnitee incurred in evaluating whether such a conflict exists); provided further, that with respect to any claim as to which the Indemnitee is controlling the defense, the Indemnitor will not be liable to any Indemnitee for any settlement of any claim pursuant to this Section 10.10(b) that is effected without its prior written consent, which consent shall not be unreasonably withheld. To the extent that the undertaking to indemnify indemnify, pay and hold harmless set forth in the preceding sentence this Section 10.10(b) may be unenforceable because it violates is violative of any law or public policy, the Borrower Company shall contribute the maximum portion which it is permitted to pay and satisfy such undertaking under applicable law, to the maximum payment and satisfaction of all Indemnified Liabilities incurred by the Indemnitees or any of them. The obligations of each of the parties under this Section 10.10 will survive the payment or transfer of any Note, the enforcement, amendment or waiver of any provision of this Agreement, the resignation or removal of any Agent and the termination of this Agreement. (c) To the extent permitted by applicable law. Any liability, obligation, loss, damage, penalty, cost or expense covered by this indemnity none of the parties hereto shall be paid to each Indemnified Party on demandassert, and failing prompt paymenteach of the parties hereto hereby waives, together with interest thereon at any claim against the Default Rate from other parties (including their respective affiliates, partners, stockholders, members, directors, officers, agents, employees and controlling persons), on any theory of liability for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement or any agreement or instrument contemplated hereby, the date incurred by each Indemnified Party until paid by transactions contemplated hereunder, any Note Document, the Borrower, Notes or the use of the proceeds thereof; provided that nothing contained in this Section 10.10(c) shall be added limit the Notes Parties’ indemnification and reimbursement obligations to the obligations of the Borrower evidenced by extent set forth in this Note and secured by the collateral securing this Note. The provisions of this Section shall survive the satisfaction and payment of this NoteAgreement.

Expenses and Indemnification. 13.15.1 The Borrower shall pay (i) all costs and reasonable out of pocket expenses incurred by the Lender in connection with Agent and its Affiliates (including the preparation reasonable fees, charges and disbursements of this Note counsel for the Agent), and the Loan Documents, including, without limitation, reasonable attorneys’ shall pay all fees and time charges of and disbursements for attorneys who may be employees of the Lender or any affiliate or parent of the Lender. The Borrower shall pay any and all stamp and other taxesAgent, UCC search fees, filing fees and other costs and expenses in connection with the execution syndication of the credit facilities provided for herein, the preparation, negotiation, execution, delivery and delivery administration of this Note Agreement and the other instruments Loan Documents or any amendments, modifications or waivers of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated), (ii) all reasonable out of pocket expenses incurred by the Issuer in connection with the issuance, amendment, renewal or extension of any Letter of Credit or Tri-Party Agreement or any demand for payment thereunder and documents to be delivered hereunder(iii) all out of pocket expenses incurred by the Agent, any Lender or the Issuer (including the fees, charges and disbursements of any counsel for the Agent, any Lender or the Issuer), and agrees to save the Lender harmless from shall pay all fees and against any and all liabilities with respect to or resulting from any delay in paying or omission to pay such costs and expenses. The Borrower hereby authorizes the Lender to charge any account time charges for attorneys who may be employees of the Borrower Agent, any Lender or the Issuer, in connection with the Lender for all sums due enforcement or protection of its rights (A) in connection with this Agreement and the other Loan Documents, including its rights under this Section. The Borrower also agrees , or (B) in connection with the Loans made or Letters of Credit or Tri-Party Agreements issued hereunder, including all such out of pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of Credit. 13.15.2 Borrowers and, by its execution of the Guaranty, Guarantor agree to defend (with counsel satisfactory to the Lender), protect, indemnify and hold harmless the Lender, any parent corporation, affiliated corporation or subsidiary Agent and Lenders and each of the Lender, their respective affiliates and each of their respective officers, directors, employees, attorneys agents, advisors and agents representatives (each each, an “Indemnified Party”) from and against any and all liabilitiesclaims, obligationsdamages, losses, damages, penalties, actions, judgments, suits, claims, costs, liabilities and reasonable expenses and distributions of any kind or nature (including, without limitation, the disbursements and the reasonable fees of counsel for each Indemnified Party thereto, which shall also include, without limitation, attorneys’ fees and time charges disbursements of attorneys who counsel), joint or several, that may be employees of the Lender, any parent corporation or affiliated corporation of the Lender), which may be imposed on, incurred by, by or asserted against, or awarded against any Indemnified Party (whether directParty, indirect or consequential and whether based on any federal, state or local laws or regulations, including, without limitation, securities, environmental laws and commercial laws and regulations, under common law or in equity, or based on contract or otherwise) in any manner relating to or each case arising out of this Note or in connection with or relating to any investigation, litigation or proceeding or the preparation of any defense with respect thereto, arising out of or in connection with the Facility, any of the Loan Documents or any of the Loan Documentstransactions contemplated hereby or thereby, or any act, event use made or transaction related or attendant thereto, the preparation, execution and delivery of this Note and the Loan Documents, the making or issuance and management of the Loan, the use or intended use of proposed to be made with the proceeds of this Note and the enforcement Facility, whether or not such investigation, litigation or proceeding is brought by a Borrower, Guarantor, any of the Lender’s rights and remedies under this Noteits or their shareholders or creditors, the Loan Documents an Indemnified Party or any other instruments and documents delivered hereunderPerson, or under any other agreement between an Indemnified Party is otherwise a party thereto, except to the Borrower and the Lender; providedextent such claim, howeverdamage, that the Borrower loss, liability or expense is found in a final, non-appealable judgment by a court of competent jurisdiction to have resulted from such Indemnified Party’s gross negligence or willful misconduct. No Indemnified Party shall not have any obligations hereunder liability (whether direct or indirect, in contract, tort or otherwise) to any Borrower, Guarantor or any of its or their shareholders or directors for or in connection with the transactions contemplated hereby, except to the extent such liability is found in a final, non-appealable judgment by a court of competent jurisdiction to have resulted from such Indemnified Party Party’s gross negligence or willful misconduct. 13.15.3 Agent shall promptly give Borrowers written notice of all suits or actions instituted against Lenders with respect to matters caused by which Borrowers have indemnified Lenders, and Borrowers shall timely proceed to defend any such suit or resulting from action through counsel reasonably acceptable to Lenders. In the willful misconduct event that Lenders determine in good faith that the subject action, if decided adversely to Lenders’ interest, would have a material adverse effect upon any Lender, Lenders shall also have the right, at the expense of Borrowers, to participate in or, at Lenders’ election, assume the defense or gross negligence prosecution of such Indemnified Partysuit, action, or proceeding, and in the latter event Borrowers may employ counsel and participate therein. To Agent shall have the right to adjust, settle, or compromise any claim, suit, or judgment after notice to Borrowers, unless Borrowers desire to litigate such claim, defend such suit, or appeal such judgment and simultaneously therewith deposit with Agent collateral security sufficient to pay any judgment rendered, with interest, costs, legal fees and expenses; and the right of Lenders to indemnification under this Agreement shall extend to any money paid by Lenders in settlement or compromise of any such claims, suits, and judgments in good faith, after notice to Borrowers. 13.15.4 If any suit, action, or other proceeding is brought by Lenders against Borrowers for breach of Borrowers’ covenant of indemnity herein contained, separate suits may be brought as causes of action accrue, without prejudice or bar to the bringing of subsequent suits on any other cause or causes of action, whether theretofore or thereafter accruing. 13.15.5 The obligations of Borrowers and Guarantor under this Section 13.15 shall survive the repayment of the Debt and termination of this Agreement, and shall continue in full force and effect so long as the possibility of such claim, action or suit exists. If, and to the extent that the undertaking obligations of Borrowers or Guarantor under this Section 13.15 are unenforceable for any reason, Borrowers and Guarantor hereby agree to indemnify set forth in make the preceding sentence may be unenforceable because it violates any law or public policy, the Borrower shall satisfy such undertaking maximum contribution to the maximum extent permitted by payment in satisfaction of such obligations which is permissible under applicable law. Any liability, obligation, loss, damage, penalty, cost or expense covered by this indemnity shall be paid to each Indemnified Party on demand, and failing prompt payment, together with interest thereon at the Default Rate from the date incurred by each Indemnified Party until paid by the Borrower, shall be added to the obligations of the Borrower evidenced by this Note and secured by the collateral securing this Note. The provisions of this Section shall survive the satisfaction and payment of this Note.

Expenses and Indemnification. (a) The Borrower shall pay agrees to pay, on demand, all costs of the Agent's and the Lenders' reasonable expenses in preparing, executing, delivering and administering this Agreement, the Lender Agreements and all related instruments and documents, including, without limitation, upon presentation of invoices in reasonable detail, the reasonable fees and out of-pocket expenses of the Agent's special counsel, Goodwin Procter LLP, and the Agent's and Lenders' expenses in connexxxxx xith periodic audits of the Borrower. The Borrower also agrees to pay, on demand, all reasonable out-of-pocket expenses incurred by the Lender in connection with the preparation of this Note Agent and the Loan DocumentsLenders, including, without limitation, reasonable attorneys’ fees legal and time charges accounting fees, in connection with the collection of attorneys who may be employees amounts due hereunder and under all other Lender Agreements upon the occurrence of an Event of Default hereunder, the revision, protection or enforcement of any of the Agent's or the Lenders' rights against the Borrower under this Agreement, the Notes and all other Lender Agreements and the administration of special problems that may arise under this Agreement or any affiliate or parent of the Lenderother Lender Agreement. The Borrower shall also agrees to pay any and all stamp and other taxes, UCC search fees, filing fees and other costs and expenses taxes in connection with the execution and delivery of this Note Agreement and the other related instruments and documents to be delivered hereunderdocuments. (b) Without limitation of any other obligation or liability of the Borrower or right or remedy of the Agent or the Lenders contained herein, the Borrower hereby covenants and agrees to save indemnify and hold the Lender Agent, the Lenders, and the directors, officers, members, subsidiaries, shareholders, agents, affiliates and Persons controlling the Agent and the Lenders, harmless from and against any and all liabilities with respect to or resulting from any delay in paying or omission to pay such costs and expenses. The Borrower hereby authorizes the Lender to charge any account of the Borrower with the Lender for all sums due under this Section. The Borrower also agrees to defend (with counsel satisfactory to the Lender)damages, protectlosses, indemnify and hold harmless the Lender, any parent corporation, affiliated corporation or subsidiary of the Lender, and each of their respective officers, directors, employees, attorneys and agents (each an “Indemnified Party”) from and against any and all liabilitiessettlement payments, obligations, losses, damages, penalties, actions, judgments, suitsliabilities, claims, costs, expenses and distributions of any kind or nature (including, without limitation, the disbursements and the reasonable fees of counsel for each Indemnified Party thereto, which shall also include, without limitation, attorneys’ fees and time charges of attorneys who may be employees of the Lender, any parent corporation or affiliated corporation of the Lender), which may be imposed on, incurred by, or asserted against, any Indemnified Party (whether direct, indirect or consequential and whether based on any federal, state or local laws or regulations, including, without limitation, securitiesclaims for finder's or broker's fees, environmental laws actions or causes of action, and commercial laws reasonable costs and regulationsexpenses incurred, under common law suffered, sustained or required to be paid by any such indemnified party in equityeach case by reason of or resulting from any claim relating to the transactions contemplated hereby, other than any such claims which are determined by a final, non-appealable judgment or order of a court of competent jurisdiction to be the result of the gross negligence or willful misconduct of such indemnified party. Promptly upon receipt by any indemnified party hereunder of notice of the commencement of any action against such indemnified party for which a claim is to be made against the Borrower hereunder, such indemnified party shall notify the Borrower in writing of the commencement thereof, although the failure to provide such notice shall not affect the indemnification rights of any such indemnified party hereunder. The Borrower shall have the right, at its option upon notice to the indemnified parties, to defend except as provided below, any such matter at its own expense and with its own counsel, which counsel must be reasonably acceptable to the indemnified parties. The indemnified party shall cooperate with the Borrower in the defense of such matter. The indemnified party shall have the right to employ separate counsel and to participate in the defense of such matter at its own expense. In the event that (a) the employment of separate counsel by an indemnified party has been authorized in writing by the Borrower, (b) the Borrower has failed to assume the defense of such matter within fifteen (15) days of notice thereof from the indemnified party, or based on contract (c) the named parties to any such action (including impleaded parties) include any indemnified party who has been advised by counsel that there may be one or otherwise) in any manner relating more legal defenses available to it or prospective bases for liability against it, which are different from those available to or arising out of this Note or any of against the Loan DocumentsBorrower, or any act, event or transaction related or attendant thereto, the preparation, execution and delivery of this Note and the Loan Documents, the making or issuance and management of the Loan, the use or intended use of the proceeds of this Note and the enforcement of the Lender’s rights and remedies under this Note, the Loan Documents any other instruments and documents delivered hereunder, or under any other agreement between the Borrower and the Lender; provided, however, that then the Borrower shall not have any obligations hereunder the right to any Indemnified Party assume the defense of such matter with respect to matters caused by or resulting from the willful misconduct or gross negligence of such Indemnified Partyindemnified party. To the extent that the undertaking to indemnify set forth in the preceding sentence may be unenforceable because it violates any law or public policy, the The Borrower shall satisfy not compromise or settle any such undertaking to matter against an indemnified party without the maximum extent permitted by applicable law. Any liability, obligation, loss, damage, penalty, cost or expense covered by this indemnity shall be paid to each Indemnified Party on demand, and failing prompt payment, together with interest thereon at the Default Rate from the date incurred by each Indemnified Party until paid by the Borrower, shall be added to the obligations written consent of the Borrower evidenced by this Note and secured by the collateral securing this Note. The provisions of this Section shall survive the satisfaction and payment of this Noteindemnified party, which consent may not be unreasonably withheld or delayed.

Expenses and Indemnification. (a) The Borrower Borrowers shall pay pay, on demand, all costs reasonable expenses of the Agent and expenses incurred by the Lender Lenders in connection with the preparation preparation, default, collection, waiver or amendment of this Note Agreement, any other Loan Document or any other loan terms, or in connection with the Agent's and the Lenders' exercise, preservation or enforcement of any of its rights, remedies or options hereunder or under any other Loan DocumentsDocument or in connection with the Agent's administration hereof to the extent such expenses are customarily charged to borrowers by the Agent for similar credit facilities, includingincluding in each case, without limitation, reasonable attorneys’ fees and time charges of attorneys who may be employees of the Lender Agent's outside legal counsel, Xxxxxxx Procter LLP, accounting, consulting, brokerage and other similar professional fees or expenses, expenses for Intralinks or similar services, and any fees or expenses associated with travel and other costs relating to any appraisals or examinations conducted in connection with the credits extended hereunder or any affiliate or parent of the Lendercollateral therefor. The Borrower shall Borrowers also agree to pay any and all stamp and other taxes, UCC search fees, filing fees and other costs and expenses taxes in connection with the execution and delivery of this Note Agreement and related instruments and documents. Upon request, the Agent and the Lenders shall provide documentation relating to any expenses claimed hereunder. (b) Without limitation of any other instruments obligation or liability of the Borrowers or right or remedy of the Agent or the Lenders contained herein, the Borrowers hereby covenant and documents agree to be delivered hereunderindemnify and hold the Agent, the Lenders, and agrees to save the Lender directors, officers, subsidiaries, shareholders, agents, affiliates and Persons controlling the Agent and the Lenders, harmless from and against any and all liabilities with respect to or resulting from any delay in paying or omission to pay such costs and expenses. The Borrower hereby authorizes the Lender to charge any account of the Borrower with the Lender for all sums due under this Section. The Borrower also agrees to defend (with counsel satisfactory to the Lender)damages, protectlosses, indemnify and hold harmless the Lendersetoff, any parent corporation, affiliated corporation or subsidiary of the Lender, and each of their respective officers, directors, employees, attorneys and agents (each an “Indemnified Party”) from and against any and all liabilitiessettlement payments, obligations, losses, damages, penalties, actions, judgments, suitsliabilities, claims, costs, expenses and distributions of any kind or nature (including, without limitation, the disbursements and the reasonable fees of counsel for each Indemnified Party thereto, which shall also include, without limitation, attorneys’ fees and time charges of attorneys who may be employees of the Lender, any parent corporation or affiliated corporation of the Lender), which may be imposed on, incurred by, or asserted against, any Indemnified Party (whether direct, indirect or consequential and whether based on any federal, state or local laws or regulations, including, without limitation, securitiesclaims for finder's or broker's fees, environmental laws actions or causes of action, and commercial laws reasonable costs and regulationsexpenses incurred, under common law suffered, sustained or required to be paid by any such indemnified party in each case by reason of or resulting from any claim relating to the transactions contemplated hereby, including, without limitation, any account control agreement entered into by and among Gerber Scientific International Ltd., the Agent and the Royal Bank of Canada, other than any such claims which are determined by a final, non‑appealable judgment or order of a court of competent jurisdiction to be the result of the gross negligence or willful misconduct of such indemnified party. In no event will any Borrower be responsible to indemnify any Lender for any matter that arises out of or in equityconnection with any claim, litigation, investigation or based on contract proceeding that does not involve an act or otherwise) in omission by any manner relating to or arising out of this Note Loan Party or any of its Affiliates and that is brought by an indemnified party hereunder against any other indemnified party. Promptly upon receipt by any indemnified party hereunder of notice of the Loan Documentscommencement of any action against such indemnified party for which a claim is to be made against the Borrowers hereunder, such indemnified party shall notify the Borrowers in writing of the commencement thereof, although the failure to provide such notice shall not affect the indemnification rights of any such indemnified party hereunder. The Borrowers shall have the right, at their option upon notice to the indemnified parties, to defend any such matter at its own expense and with their own counsel, except as provided below, which counsel must be reasonably acceptable to the indemnified parties. The indemnified party shall cooperate with the Borrowers in the defense of such matter. The indemnified party shall have the right to employ separate counsel and to participate in the defense of such matter at its own expense. In the event that (a) the employment of separate counsel by an indemnified party has been authorized in writing by the Borrowers, (b) the Borrowers have failed to assume the defense of such matter within fifteen (15) days of notice thereof from the indemnified party, or (c) the named parties to any actsuch action (including impleaded parties) include any indemnified party who has been advised by counsel that there may be one or more legal defenses available to it or prospective bases for liability against it, event which are different from those available to or transaction related or attendant theretoagainst the Borrowers, then the preparation, execution and delivery of this Note and the Loan Documents, the making or issuance and management of the Loan, the use or intended use of the proceeds of this Note and the enforcement of the Lender’s rights and remedies under this Note, the Loan Documents any other instruments and documents delivered hereunder, or under any other agreement between the Borrower and the Lender; provided, however, that the Borrower Borrowers shall not have any obligations hereunder the right to any Indemnified Party assume the defense of such matter with respect to matters caused such indemnified party. The Borrowers shall not compromise or settle any such matter against an indemnified party without the written consent of the indemnified party, which consent may not be unreasonably withheld or delayed. (c) All amounts payable by or resulting from the willful misconduct or gross negligence of such Indemnified Party. To the extent that the undertaking to indemnify set forth in the preceding sentence may be unenforceable because it violates any law or public policyBorrowers under this Section 14.5 shall, the Borrower shall satisfy such undertaking to the maximum extent permitted by applicable law. Any liabilityuntil paid, obligation, loss, damage, penalty, cost or expense covered by this indemnity shall be paid to each Indemnified Party on demand, and failing prompt payment, together with bear interest thereon at the Default rate applicable to Base Rate from the date incurred by each Indemnified Party until paid by the Borrower, shall Loans hereunder (including any default rate) and be added to the obligations of the Borrower evidenced by this Note and an obligation secured by the collateral securing this Note. The provisions Collateral. (d) Notwithstanding anything to the contrary contained herein, unless an Event of this Section Default exists, the aggregate maximum amount the Loan Parties shall survive the satisfaction be charged for inspections, appraisals, field audits and payment of this Notesimilar investigations and audits shall be $10,000 per calendar year.

Expenses and Indemnification. The (a) Borrower shall pay agrees to pay, on demand, all costs of the Agent's reasonable expenses in preparing, executing, delivering and administering this Agreement, the Lender Agreements, all related instruments and documents and any requested amendment, waiver or consent relating hereto or thereto, including, without limitation, the reasonable fees and out-of-pocket expenses of the Agent's third-party consultants, special counsel, Paul, Hastings, Janofsky & Walker LLP, and local xxxxxxx in xxxx jurisdiction in which Borrower and or any Subsidiary has assets and the Agent's and Lenders' reasonable expenses in connection with periodic audits of Borrower and its Subsidiaries. Borrower also agrees to pay, on demand, all reasonable out-of-pocket expenses incurred by the Lender in connection with the preparation of this Note Agent and the Loan DocumentsLenders, including, without limitation, reasonable attorneys’ fees legal, accounting and time charges third-party consultant fees, in connection with the collection of attorneys who may be employees amounts due hereunder and under all other Lender Agreements upon the occurrence of a Default hereunder, the revision, protection or enforcement of any of the Agent's or the Lenders' rights against Borrower under this Agreement, the Notes, the Guaranty Agreements, the Security Agreements, and all other Lender Agreements and the administration of special problems that may arise under this Agreement or any affiliate or parent of the Lenderother Lender Agreement. The Borrower shall also agrees to pay any and all stamp and other taxes, UCC search fees, filing fees and other costs and expenses taxes in connection with the execution and delivery of this Note Agreement and the other related instruments and documents to be delivered hereunderdocuments. (b) Without limitation of any other obligation or liability of Borrower or right or remedy of the Agent or the Lenders contained herein, Borrower hereby covenants and agrees to save indemnify and hold the Lender Agent, the Lenders, and the directors, officers, subsidiaries, shareholders, agents, affiliates and Persons controlling the Agent and the Lenders, harmless from and against any and all liabilities with respect to or resulting from any delay in paying or omission to pay such costs and expenses. The Borrower hereby authorizes the Lender to charge any account of the Borrower with the Lender for all sums due under this Section. The Borrower also agrees to defend (with counsel satisfactory to the Lender)damages, protectlosses, indemnify and hold harmless the Lender, any parent corporation, affiliated corporation or subsidiary of the Lender, and each of their respective officers, directors, employees, attorneys and agents (each an “Indemnified Party”) from and against any and all liabilitiessettlement payments, obligations, losses, damages, penalties, actions, judgments, suitsliabilities, claims, costs, expenses and distributions of any kind or nature (including, without limitation, the disbursements and the reasonable fees of counsel for each Indemnified Party thereto, which shall also include, without limitation, attorneys’ fees and time charges of attorneys who may be employees of the Lender, any parent corporation or affiliated corporation of the Lender), which may be imposed on, incurred by, or asserted against, any Indemnified Party (whether direct, indirect or consequential and whether based on any federal, state or local laws or regulations, including, without limitation, securitiesclaims for finder's or broker's fees, environmental laws actions or causes of action, and commercial laws reasonable costs and regulationsexpenses incurred, under common law suffered, sustained or required to be paid by any such indemnified party in equityeach case by reason of or resulting from any claim, investigation, litigation or based on contract or otherwise) in any manner relating other proceeding related to or arising out the entering into of this Note Agreement or any of the Loan Documents, or any act, event or transaction related or attendant theretoother Lender Agreement, the preparation, execution and delivery of this Note and the Loan Documents, the making or issuance and management of the Loan, the use or intended use of the proceeds of this Note any Loans, the consummation of the transactions contemplated herein, the exercise by the Agent and the enforcement Lenders of their rights and remedies, or otherwise relating to the transactions contemplated hereby, other than any such claims which are determined by a final, non-appealable judgment or order of a court of competent jurisdiction to be the result of the Lender’s rights and remedies under this Note, gross negligence or willful misconduct of such indemnified party. Promptly upon receipt by any indemnified party hereunder of notice of the Loan Documents commencement of any other instruments and documents delivered action against such indemnified party for which a claim is to be made against Borrower hereunder, such indemnified party shall notify Borrower in writing of the commencement thereof, although the failure to provide such notice shall not affect the indemnification rights of any such indemnified party hereunder unless and only to the extent Borrower demonstrates to the reasonable satisfaction of such party that such failure to provide notice prejudiced Borrower in its defense of such claim. Borrower shall have the right, at its option upon notice to the indemnified parties, to defend any such matter at its own expense and with their own counsel, except as provided below, which counsel must be reasonably acceptable to the indemnified parties. The indemnified party shall cooperate with Borrower in the defense of such matter. The indemnified party shall have the right to employ separate counsel and to participate in the defense of such. matter at its own expense. In the event that (a) the employment of separate counsel by an indemnified party has been authorized in writing by Borrower, (b) Borrower has failed to assume the defense of such matter within fifteen (I 5) days of notice thereof from the indemnified party, or under (c) the named parties to any other agreement between the Borrower and the Lender; providedsuch action (including impleaded parties) include any indemnified party who has been advised by counsel that there may be one or more legal defenses available to it or prospective bases for liability against it, howeverwhich are different from those available to or against Borrower, that the then Borrower shall not have any obligations hereunder the right to any Indemnified Party assume the defense of such matter with respect to matters caused by or resulting from the willful misconduct or gross negligence of such Indemnified Partyindemnified party. To the extent that the undertaking to indemnify set forth in the preceding sentence may be unenforceable because it violates any law or public policy, the Borrower shall satisfy not compromise or settle any such undertaking to matter against an indemnified party without the maximum extent permitted by applicable law. Any liability, obligation, loss, damage, penalty, cost or expense covered by this indemnity shall be paid to each Indemnified Party on demand, and failing prompt payment, together with interest thereon at the Default Rate from the date incurred by each Indemnified Party until paid by the Borrower, shall be added to the obligations written consent of the Borrower evidenced by this Note and secured by the collateral securing this Note. The provisions of this Section shall survive the satisfaction and payment of this Noteindemnified party, which consent may not be unreasonably withheld or delayed.

Expenses and Indemnification. The Borrower DIP Credit Agreement shall pay all costs and expenses incurred by the Lender in connection with the preparation of this Note and the Loan Documents, including, without limitation, reasonable attorneys’ fees and time charges of attorneys who may be employees of the Lender or any affiliate or parent of the Lender. The Borrower shall pay any and all stamp and other taxes, UCC search fees, filing fees and other costs and expenses in connection with the execution and delivery of this Note and the other instruments and documents to be delivered hereunder, and agrees to save the Lender harmless from and against any and all liabilities contain provisions with respect to or resulting from any delay in paying or omission the Borrowers’ obligations to pay such costs certain expenses and expensesto indemnify certain parties against losses, claims, damages, liabilities and related expenses based upon those contained in the Existing Credit Agreement, subject to modifications to be agreed to by the DIP Secured Parties and the Parent Borrower. The Borrower hereby authorizes the Lender to charge any account of the Borrower with the Lender for all sums due under this Section. The Borrower also agrees to defend (with counsel satisfactory Releases Pursuant to the Lender)DIP Orders, protect, indemnify the Borrowers and hold harmless Guarantors shall release all claims against the Lender, any parent corporation, affiliated corporation or subsidiary of the Lender, following parties and each of their respective officersrepresentatives: the DIP Agent (in its capacity as such), directorsand the DIP Lenders (in their capacity as such). Credit Bid The DIP Credit Facility shall include a provision that, employees, attorneys and agents (each an “Indemnified Party”) from and against in connection with any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, claims, costs, expenses and distributions sale of any kind or nature (includingall of the Debtors’ assets under section 363 of the Bankruptcy Code, a Chapter 11 plan of reorganization, or any equivalent thereof under any other law, the DIP Agent, at the direction of the Required Lenders, shall have the absolute right to credit bid any portion, up to the full amount, of all obligations under the DIP Credit Facility. Governing Law The DIP Documents shall be governed by, and construed in accordance with, the laws of the State of New York, without limitationregard to the conflict of law principles thereof. Each party to the DIP Documents will waive the rights to trial by jury and will consent to jurisdiction of the Bankruptcy Court for so long as the Chapter 11 Cases remain open and, thereafter, the disbursements state and federal courts located in the reasonable fees County of counsel for each Indemnified Party theretoNew York in the State of New York. Required Lenders If there are two unaffiliated DIP Lenders, which shall also includeboth DIP Lenders and otherwise, without limitation, attorneys’ fees and time charges of attorneys who may be employees DIP Lenders holding greater than 50.0% of the outstanding commitments and/or exposure under the DIP Loans (the “Required Lenders”). Xxxxxx Drilling—DIP Term Sheet Amendments All amendments, modifications and waivers of the DIP Documents shall require the consent of the Required Lenders, except in the case of amendments, modifications, or waivers customarily requiring consent from all DIP Lenders, all affected DIP Lenders, an Issuing Bank or the DIP Agent. Assignments and Participations Each DIP Lender may assign all or any part of the DIP Loans to one or more banks, financial institutions, or other entities; provided that, other than an assignment to a DIP Lender or an affiliate of a DIP Lender, any parent corporation or affiliated corporation assignments shall be subject to the prior written consent of the Lender)Parent Borrower (which consent shall not be unreasonably withheld or delayed) so long as no Event of Default has occurred or is continuing. Upon such assignment, which may be imposed onsuch affiliate, incurred bybank, financial institution, or asserted against, any Indemnified Party (whether direct, indirect or consequential and whether based on any federal, state or local laws or regulations, including, without limitation, securities, environmental laws and commercial laws and regulations, entity will become a DIP Lender for all purposes under common law or in equity, or based on contract or otherwise) in any manner relating to or arising out of this Note or any of the Loan Documents. The DIP Lenders will also have the right to sell participations, or any actsubject to customary limitations on voting rights, event or transaction related or attendant thereto, the preparation, execution and delivery of this Note and the Loan Documents, the making or issuance and management of the Loan, the use or intended use of the proceeds of this Note and the enforcement of the Lender’s rights and remedies under this Note, the Loan Documents any other instruments and documents delivered hereunder, or under any other agreement between the Borrower and the Lender; provided, however, that the Borrower shall not have any obligations hereunder to any Indemnified Party with respect to matters caused by or resulting from the willful misconduct or gross negligence of such Indemnified Party. To the extent that the undertaking to indemnify set forth in the preceding sentence may be unenforceable because it violates any law or public policy, DIP Loans. Carve-Out The DIP Orders shall include a professional fee carve out in substantially the Borrower shall satisfy such undertaking form attached hereto as Annex I. Counsel to the maximum extent permitted by applicable law. Any liability, obligation, loss, damage, penalty, cost or expense covered by this indemnity shall be paid to each Indemnified Party on demand, and failing prompt payment, together with interest thereon at the Default Rate from the date incurred by each Indemnified Party until paid by the Borrower, shall be added to the obligations of the Borrower evidenced by this Note and secured by the collateral securing this Note. The provisions of this Section shall survive the satisfaction and payment of this Note.DIP Agent Xxxxxx & Xxxxxx LLP Xxxxxx Drilling—DIP Term Sheet

Expenses and Indemnification. (a) The Borrower Borrowers shall pay pay, on demand, all costs reasonable expenses of the Agent and the Lenders in connection with the preparation, default, collection, waiver or amendment of this Agreement, any other Loan Document or any other loan terms, or in connection with the Agent’s and the Lenders’ exercise, preservation or enforcement of any of its rights, remedies or options hereunder or under any other Loan Document or in connection with the Agent’s administration hereof to the extent such expenses incurred are customarily charged to borrowers by the Agent for similar credit facilities, including in each case, without limitation, fees of the Agent’s outside legal counsel, Xxxxxxx Procter LLP, accounting, consulting, brokerage and other similar professional fees or expenses, expenses for Intralinks or similar services, and any fees or expenses associated with travel and other costs relating to any appraisals or examinations conducted in connection with the credits extended hereunder or any collateral therefore, it being agreed that Gerber and its Subsidiaries shall not be responsible for the fees or expenses of any outside or in-house legal counsel of the Agent or any Lender in connection with the preparation and negotiation of this Note and the Loan Documents, including, without limitation, reasonable attorneys’ fees and time charges of attorneys who may be employees of the Lender Agreement or any affiliate or parent of the Lenderother Loan Document, other than Xxxxxxx Procter LLP and, if necessary, one local counsel in any applicable jurisdiction. The Borrower shall Borrowers also agree to pay any and all stamp and other taxes, UCC search fees, filing fees and other costs and expenses taxes in connection with the execution and delivery of this Note Agreement and related instruments and documents. Upon request, the Agent and the Lenders shall provide documentation relating to any expenses claimed hereunder. (b) Without limitation of any other instruments obligation or liability of the Borrowers or right or remedy of the Agent or the Lenders contained herein, the Borrowers hereby covenant and documents agree to be delivered hereunderindemnify and hold the Agent, the Lenders, and agrees to save the Lender directors, officers, employees, subsidiaries, shareholders, agents, affiliates and Persons controlling the Agent and the Lenders, harmless from and against any and all liabilities with respect to or resulting from any delay in paying or omission to pay such costs and expenses. The Borrower hereby authorizes the Lender to charge any account of the Borrower with the Lender for all sums due under this Section. The Borrower also agrees to defend (with counsel satisfactory to the Lender)damages, protectlosses, indemnify and hold harmless the Lendersetoff, any parent corporation, affiliated corporation or subsidiary of the Lender, and each of their respective officers, directors, employees, attorneys and agents (each an “Indemnified Party”) from and against any and all liabilitiessettlement payments, obligations, losses, damages, penalties, actions, judgments, suitsliabilities, claims, costs, expenses and distributions of any kind or nature (including, without limitation, the disbursements and the reasonable fees of counsel for each Indemnified Party thereto, which shall also include, without limitation, attorneys’ fees and time charges of attorneys who may be employees of the Lender, any parent corporation or affiliated corporation of the Lender), which may be imposed on, incurred by, or asserted against, any Indemnified Party (whether direct, indirect or consequential and whether based on any federal, state or local laws or regulations, including, without limitation, securitiesclaims for finder’s or broker’s fees, environmental laws actions or causes of action, and commercial laws reasonable and regulationsdocumented costs and expenses incurred, under common law suffered, sustained or required to be paid by any such indemnified party in each case by reason of or resulting from any claim relating to the transactions contemplated hereby, other than any such claims which are determined by a final, non appealable judgment or order of a court of competent jurisdiction to be the result of the gross negligence or willful misconduct of such indemnified party; provided that this Section 15.5 shall not apply to any damages, losses, setoff, settlement payments, obligations, liabilities or claims with respect to Excluded Taxes. In no event will any Borrower be responsible to indemnify any Lender for any matter that arises out of or in equityconnection with any claim, litigation, investigation or based on contract proceeding that does not involve an act or otherwise) in omission by any manner relating to or arising out of this Note Loan Party or any of its Affiliates and that is brought by an indemnified party hereunder against any other indemnified party. Promptly upon receipt by any indemnified party hereunder of notice of the Loan Documentscommencement of any action against such indemnified party for which a claim is to be made against the Borrowers hereunder, such indemnified party shall notify the Borrowers in writing of the commencement thereof, although the failure to provide such notice shall not affect the indemnification rights of any such indemnified party hereunder. The Borrowers shall have the right, at their option upon notice to the indemnified parties, to defend any such matter at its own expense and with their own counsel, except as provided below, which counsel must be reasonably acceptable to the indemnified parties. The indemnified party shall cooperate with the Borrowers in the defense of such matter. The indemnified party shall have the right to employ separate counsel and to participate in the defense of such matter at its own expense. In the event that (a) the employment of separate counsel by an indemnified party has been authorized in writing by the Borrowers, (b) the Borrowers have failed to assume the defense of such matter within fifteen (15) days of notice thereof from the indemnified party, or (c) the named parties to any actsuch action (including impleaded parties) include any indemnified party who has been advised by counsel that there may be one or more legal defenses available to it or prospective bases for liability against it, event which are different from those available to or transaction related or attendant theretoagainst the Borrowers, then the preparation, execution and delivery of this Note and the Loan Documents, the making or issuance and management of the Loan, the use or intended use of the proceeds of this Note and the enforcement of the Lender’s rights and remedies under this Note, the Loan Documents any other instruments and documents delivered hereunder, or under any other agreement between the Borrower and the Lender; provided, however, that the Borrower Borrowers shall not have any obligations hereunder the right to any Indemnified Party assume the defense of such matter with respect to matters caused such indemnified party. The Borrowers shall not compromise or settle any such matter against an indemnified party without the written consent of the indemnified party, which consent may not be unreasonably withheld or delayed. (c) All amounts payable by or resulting from the willful misconduct or gross negligence of such Indemnified Party. To the extent that the undertaking to indemnify set forth in the preceding sentence may be unenforceable because it violates any law or public policyBorrowers under this Section 14.5 shall, the Borrower shall satisfy such undertaking to the maximum extent permitted by applicable law. Any liabilityuntil paid, obligation, loss, damage, penalty, cost or expense covered by this indemnity shall be paid to each Indemnified Party on demand, and failing prompt payment, together with bear interest thereon at the Default rate applicable to Base Rate from the date incurred by each Indemnified Party until paid by the Borrower, shall Loans hereunder (including any default rate) and be added to the obligations of the Borrower evidenced by this Note and an obligation secured by the collateral securing this Note. The provisions Collateral. (d) Notwithstanding anything to the contrary contained herein, unless an Event of this Section Default exists, the aggregate maximum amount the Loan Parties shall survive the satisfaction be charged for inspections, appraisals, field audits and payment of this Notesimilar investigations and audits shall be $10,000 per calendar year.

Expenses and Indemnification. The Borrower shall pay (a) American Ski and the Borrowers agree, jointly and severally, to pay, on demand, all costs of the Agent's reasonable expenses in preparing, executing, delivering and administering this Agreement, the Lender Agreements, all related instruments and documents and any requested amendment, waiver or consent relating hereto or thereto, including, without limitation, the reasonable fees and out-of-pocket expenses of the Agent's third-party consultants, special counsel, Goodwin, Procter & Hoar LLP, and local counsel in each jxxxxxxxtion in whicx Xxerican Ski or any Restricted Subsidiary has assets and the Agent's and Lenders' reasonable expenses in connection with periodic audits of American Ski and its Restricted Subsidiaries. American Ski and the Borrowers also agree, jointly and severally, to pay, on demand, all reasonable out-of-pocket expenses incurred by the Lender in connection with the preparation of this Note Agent and the Loan DocumentsLenders, including, without limitation, reasonable attorneys’ fees legal, accounting and time charges third-party consultant fees, in connection with the collection of attorneys who may be employees amounts due hereunder and under all other Lender Agreements upon the occurrence of a Default hereunder, the revision, protection or enforcement of any of the Agent's or the Lenders' rights against American Ski and the Borrowers under this Agreement, the Notes, the Security Agreements, and all other Lender Agreements and the administration of special problems that may arise under this Agreement or any affiliate or parent of other Lender Agreement. American Ski and the Lender. The Borrower shall Borrowers also agree, jointly and severally, to pay any and all stamp and other taxes, UCC search fees, filing fees and other costs and expenses taxes in connection with the execution and delivery of this Note Agreement and related instruments and documents. (b) Without limitation of any other obligation or liability of American Ski and the other instruments Borrowers or right or remedy of the Agent or the Lenders contained herein, American Ski and documents the Borrowers hereby covenant and agree, jointly and severally, to be delivered hereunderindemnify and hold the Agent, the Lenders, and agrees to save the Lender directors, officers, subsidiaries, shareholders, agents, affiliates and Persons controlling the Agent and the Lenders, harmless from and against any and all liabilities with respect to or resulting from any delay in paying or omission to pay such costs and expenses. The Borrower hereby authorizes the Lender to charge any account of the Borrower with the Lender for all sums due under this Section. The Borrower also agrees to defend (with counsel satisfactory to the Lender)damages, protectlosses, indemnify and hold harmless the Lender, any parent corporation, affiliated corporation or subsidiary of the Lender, and each of their respective officers, directors, employees, attorneys and agents (each an “Indemnified Party”) from and against any and all liabilitiessettlement payments, obligations, losses, damages, penalties, actions, judgments, suitsliabilities, claims, costs, expenses and distributions of any kind or nature (including, without limitation, the disbursements and the reasonable fees of counsel for each Indemnified Party thereto, which shall also include, without limitation, attorneys’ fees and time charges of attorneys who may be employees of the Lender, any parent corporation or affiliated corporation of the Lender), which may be imposed on, incurred by, or asserted against, any Indemnified Party (whether direct, indirect or consequential and whether based on any federal, state or local laws or regulations, including, without limitation, securitiesclaims for finder's or broker's fees, environmental laws actions or causes of action, and commercial laws reasonable costs and regulationsexpenses incurred, under common law suffered, sustained or required to be paid by any such indemnified party in equityeach case by reason of or resulting from any claim, investigation, litigation or based on contract or otherwise) in any manner relating other proceeding related to or arising out the entering into of this Note Agreement or any of the Loan Documents, or any act, event or transaction related or attendant thereto, the preparation, execution and delivery of this Note and the Loan Documents, the making or issuance and management of the Loanother Lender Agreement, the use of any Letter of Credit or intended use of the proceeds of this Note any Loans, the consummation of the transactions contemplated herein, the exercise by the Agent and the enforcement Lenders of their rights and remedies, or otherwise relating to the transactions contemplated hereby, other than any such claims which are determined by a final, non-appealable judgment or order of a court of competent jurisdiction to be the result of the Lender’s rights gross negligence or willful misconduct of such indemnified party. Promptly upon receipt by any indemnified party hereunder of notice of the commencement of any action against such indemnified party for which a claim is to be made against American Ski and remedies under this Note, the Loan Documents any other instruments and documents delivered Borrowers hereunder, or under such indemnified party shall notify American Ski in writing of the commencement thereof, although the failure to provide such notice shall not affect the indemnification rights of any other agreement between such indemnified party hereunder unless and only to the Borrower extent American Ski demonstrates to the reasonable satisfaction of such party that such failure to provide notice prejudiced American Ski and the Lender; providedBorrowers in their defense of such claim. American Ski and the Borrowers shall have the right, howeverat their option upon notice to the indemnified parties, to defend any such matter at their own expense and with their own counsel, except as provided below, which counsel must be reasonably acceptable to the indemnified parties. The indemnified party shall cooperate with American Ski and the Borrowers in the defense of such matter. The indemnified party shall have the right to employ separate counsel and to participate in the defense of such matter at its own expense. In the event that (a) the Borrower employment of separate counsel by an indemnified party has been authorized in writing by American Ski, (b) American Ski and the Borrowers have failed to assume the defense of such matter within fifteen (15) days of notice thereof from the indemnified party, or (c) the named parties to any such action (including impleaded parties) include any indemnified party who has been advised by counsel that there may be one or more legal defenses available to it or prospective bases for liability against it, which are different from those available to or against American Ski and the Borrowers, then American Ski and the Borrowers shall not have any obligations hereunder the right to any Indemnified Party assume the defense of such matter with respect to matters caused by such indemnified party. American Ski and he Borrowers shall not compromise or resulting from settle any such matter against an indemnified party without the willful misconduct or gross negligence of such Indemnified Party. To the extent that the undertaking to indemnify set forth in the preceding sentence may be unenforceable because it violates any law or public policy, the Borrower shall satisfy such undertaking to the maximum extent permitted by applicable law. Any liability, obligation, loss, damage, penalty, cost or expense covered by this indemnity shall be paid to each Indemnified Party on demand, and failing prompt payment, together with interest thereon at the Default Rate from the date incurred by each Indemnified Party until paid by the Borrower, shall be added to the obligations written consent of the Borrower evidenced by this Note and secured by the collateral securing this Note. The provisions of this Section shall survive the satisfaction and payment of this Noteindemnified party, which consent may not be unreasonably withheld or delayed.

Expenses and Indemnification. The (a) Borrower shall pay agrees to pay, on demand, all costs of the Agent's reasonable expenses in preparing, executing, delivering and administering this Agreement, the Lender Agreements, all related instruments and documents and any requested amendment, waiver or consent relating hereto or thereto, including, without limitation, the reasonable fees and out-of-pocket expenses of the Agent's third-party consultants, the special counsel, Paul, Hastings, Xxxxxxxx & Xxxxxx LLP, and local counsel in each jurisdiction in which Borrower and or any Subsidiary has assets and the Agent's and Lenders' reasonable expenses in connection with periodic audits of Borrower and its Subsidiaries. Borrower also agrees to pay, on demand, all reasonable out-of-pocket expenses incurred by the Lender in connection with the preparation of this Note Agent and the Loan DocumentsLenders, including, without limitation, reasonable attorneys’ fees legal, accounting and time charges third-party consultant fees, in connection with the collection of attorneys who may be employees amounts due hereunder and under all other Lender Agreements upon the occurrence of a Default hereunder, the revision, protection or enforcement of any of the Agent's or the Lenders' rights against Borrower under this Agreement, and all Lender Agreements and the administration of special problems that may arise under this Agreement or any affiliate or parent of the Lenderother Lender Agreement. The Borrower shall also agrees to pay any and all stamp and other taxes, UCC search fees, filing fees and other costs and expenses taxes in connection with the execution and delivery of this Note Agreement and the other related instruments and documents to be delivered hereunderdocuments. (b) Without limitation of any other obligation or liability of Borrower or right or remedy of the Agent or the Lenders contained herein, Borrower hereby covenants and agrees to save indemnify and hold the Lender Agent, the Lenders, and the directors, officers, subsidiaries, shareholders, agents, affiliates and Persons controlling the Agent and the Lenders, harmless from and against any and all liabilities with respect to or resulting from any delay in paying or omission to pay such costs and expenses. The Borrower hereby authorizes the Lender to charge any account of the Borrower with the Lender for all sums due under this Section. The Borrower also agrees to defend (with counsel satisfactory to the Lender)damages, protectlosses, indemnify and hold harmless the Lender, any parent corporation, affiliated corporation or subsidiary of the Lender, and each of their respective officers, directors, employees, attorneys and agents (each an “Indemnified Party”) from and against any and all liabilitiessettlement payments, obligations, losses, damages, penalties, actions, judgments, suitsliabilities, claims, costs, expenses and distributions of any kind or nature (including, without limitation, the disbursements and the reasonable fees of counsel for each Indemnified Party thereto, which shall also include, without limitation, attorneys’ fees and time charges of attorneys who may be employees of the Lender, any parent corporation or affiliated corporation of the Lender), which may be imposed on, incurred by, or asserted against, any Indemnified Party (whether direct, indirect or consequential and whether based on any federal, state or local laws or regulations, including, without limitation, securitiesclaims for finder's or broker's fees, environmental laws actions or causes of action, and commercial laws reasonable costs and regulationsexpenses incurred, under common law suffered, sustained or required to be paid by any such indemnified party in equityeach case by reason of or resulting from any claim, investigation, litigation or based on contract or otherwise) in any manner relating other proceeding related to or arising out the entering into of this Note Agreement or any of the Loan Documents, or any act, event or transaction related or attendant theretoother Lender Agreement, the preparation, execution and delivery of this Note and the Loan Documents, the making or issuance and management of the Loan, the use or intended use of the proceeds of this Note any Loans, the consummation of the transactions contemplated herein, the exercise by the Agent and the enforcement Lenders of their rights and remedies, or otherwise relating to the transactions contemplated hereby, claims by any Permitted Construction Lender other than any such claims which are determined by a final, non-appealable judgment or order of a court of competent jurisdiction to be the result of the Lender’s rights and remedies under this Note, gross negligence or willful misconduct of such indemnified party. Promptly upon receipt by any indemnified party hereunder of notice of the Loan Documents commencement of any other instruments and documents delivered action against such indemnified party for which a claim is to be made against Borrower hereunder, such indemnified party shall notify Borrower in writing of the commencement thereof, although the failure to provide such notice shall not affect the indemnification rights of any such indemnified party hereunder unless and only to the extent Borrower demonstrates to the reasonable satisfaction of such party that such failure to provide notice prejudiced Borrower in its defense of such claim. Borrower shall have the right, at its option upon notice to the indemnified parties, to defend any such matter at its own expense and with its own counsel, which shall be subject to the reasonable approval of the indemnified parties, except as provided below. The indemnified party shall cooperate with Borrower in the defense of such matter. The indemnified party shall have the right to employ separate counsel and to participate in the defense of such matter at its own expense. In the event that (a) the employment of separate counsel by an indemnified party has been authorized in writing by Borrower, (b) Borrower has failed to assume the defense of such matter within fifteen (15) days of notice thereof from the indemnified party or under any other agreement between the Borrower and has not obtained the Lender; providedwritten approval of the proposed counsel, howeveror (c) the named parties to any such action (including impleaded parties) include any indemnified party who has been advised by counsel that there may be one (1) or more legal defenses available to it or prospective bases for liability against it, which are different from those available to or against Borrower, or that the a conflict of interest could exist, then Borrower shall not have any obligations hereunder the right to any Indemnified Party assume the defense of such matter with respect to matters caused by or resulting from the willful misconduct or gross negligence of such Indemnified Partyindemnified party. To the extent that the undertaking to indemnify set forth in the preceding sentence may be unenforceable because it violates In any law or public policysuch event, however, the Borrower shall satisfy such undertaking to remain liable for all indemnified amounts hereunder including the maximum extent permitted by applicable law. Any liability, obligation, loss, damage, penalty, cost or expense covered by this indemnity shall be paid to each Indemnified Party on demand, of defense and failing prompt payment, together with interest thereon at the Default Rate from the date counsel incurred by each Indemnified Party until paid by the Borrower, shall be added to the obligations of the Borrower evidenced by this Note and secured by the collateral securing this Note. The provisions of this Section shall survive the satisfaction and payment of this Note.indemnified

Expenses and Indemnification. The Borrower (a) BAFC shall pay all reasonable out-of-pocket costs and expenses of the Administrative Agent incurred by the Lender in connection with the preparation preparation, execution, delivery, syndication, amendment, modification and waiver of, and of the Administrative Agent and each Liquidity Bank in connection with the enforcement of and preservation of rights under, this Note Agreement, the other Transaction Documents and the Loan Documentsmaking and repayment of the Liquidity Loans, including the fees and out-of-pocket expenses of counsel to the Administrative Agent and, if applicable, the Liquidity Banks; and shall reimburse the Administrative Agent for the reasonable fees and out-of-pocket expenses of counsel and other third party providers of services to the Administrative Agent in connection with any amendments, supplements or waivers to this Agreement. (b) BAFC agrees to indemnify and hold harmless the Administrative Agent and each Liquidity Bank and each director, officer, employee, affiliate or agent thereof (each, an "INDEMNIFIED PARTY") from and against any and all claims, losses, liabilities (including liabilities for penalties), actions, suits, judgments, demands, damages, costs and expenses (including, without limitation, reasonable attorneys’ ' fees and time charges of attorneys who expenses) whatsoever which such Indemnified Party may incur (or which may be employees claimed against such Indemnified Party) by reason of the Lender or any affiliate or parent of the Lender. The Borrower shall pay any and all stamp and other taxes, UCC search fees, filing fees and other costs and expenses in connection with the execution and delivery of this Note and the other instruments and documents to be delivered hereunderTransaction Documents or any transactions contemplated thereby, and agrees to save the Lender harmless from and against any and all liabilities with respect to or resulting from any delay in paying or omission to pay such costs and expenses. The Borrower hereby authorizes the Lender to charge any account of the Borrower with the Lender for all sums due under this Section. The Borrower also agrees to defend (with counsel satisfactory except to the Lender), protect, indemnify and hold harmless the Lender, extent that any parent corporation, affiliated corporation or subsidiary of the Lender, and each of their respective officers, directors, employees, attorneys and agents (each an “Indemnified Party”) from and against any and all liabilities, obligationssuch claims, losses, damages, liabilities (including liabilities for penalties), actions, suits, judgments, suitsdemands, claimsdamages, costscosts or expenses are determined, expenses and distributions in a final judgment of any kind or nature (includinga court of competent jurisdiction, without limitation, the disbursements and the reasonable fees of counsel for each Indemnified Party thereto, which shall also include, without limitation, attorneys’ fees and time charges of attorneys who may be employees of the Lender, any parent corporation or affiliated corporation of the Lender), which may be imposed on, incurred by, or asserted against, any Indemnified Party (whether direct, indirect or consequential and whether based on any federal, state or local laws or regulations, including, without limitation, securities, environmental laws and commercial laws and regulations, under common law or in equity, or based on contract or otherwise) in any manner relating to or arising out of this Note or any of the Loan Documents, or any act, event or transaction related or attendant thereto, the preparation, execution and delivery of this Note and the Loan Documents, the making or issuance and management of the Loan, the use or intended use of the proceeds of this Note and the enforcement of the Lender’s rights and remedies under this Note, the Loan Documents any other instruments and documents delivered hereunder, or under any other agreement between the Borrower and the Lender; provided, however, that the Borrower shall not have any obligations hereunder to any Indemnified Party with respect to matters caused by or resulting result from the willful misconduct or gross negligence of such Indemnified Party. To The foregoing indemnity shall include any claims, losses, liabilities, (including liabilities for penalties) actions, suits, judgments, demands, damages, costs or expenses to which the Administrative Agent or the Liquidity Banks may become subject under the Securities Act, the Securities Exchange Act of 1934, as amended, or other federal or state law or regulation arising out of or based upon any untrue statement or alleged untrue statement of a material fact in any private placement memorandum, offering memorandum or other material provided to investors and prospective investors in connection with offers and sales of the Commercial Paper or any amendments thereof or supplements thereto or arising out of, or based upon, the omission or the alleged omission to state a material fact necessary to make the statements in such private placement memorandum, offering memorandum or other material, or any amendment thereof or supplement thereto, in light of the circumstances in which they were made, not misleading, PROVIDED, HOWEVER, that BAFC will not be liable in any such case to the extent that the undertaking any such losses, liabilities (including liabilities for penalties), actions, suits, judgments, demands, damages, costs or expenses arise out of or are based upon any untrue statement or alleged untrue statement of a material fact made therein in conformity with written information furnished to indemnify set forth in the preceding sentence may be unenforceable because it violates any law BAFC by or public policy, the Borrower shall satisfy on behalf of such undertaking to the maximum extent permitted by applicable law. Any liability, obligation, loss, damage, penalty, cost or expense covered by this indemnity shall be paid to each Indemnified Party on demand, specifically for use in connection with the preparation thereof. Payment of indemnification obligations by BAFC is to be made from available moneys in accordance with and failing prompt payment, together with interest thereon at the Default Rate from the date incurred by each Indemnified Party until paid by the Borrower, shall be added subject to the obligations Articles 5 and 6 of the Borrower evidenced by Security Agreement. (c) All obligations provided for in this Note and secured by the collateral securing this Note. The provisions SECTION 11.04 shall survive any termination of this Section shall survive the satisfaction and payment of this NoteAgreement.

Expenses and Indemnification. The Borrower shall pay (a) American Ski and the Borrowers agree, jointly and severally, to pay, on demand, all costs of the Agent's reasonable expenses in preparing, executing, delivering and administering this Agreement, the Lender Agreements, all related instruments and documents and any requested amendment, waiver or consent relating hereto or thereto, including, without 100 limitation, the reasonable fees and out-of-pocket expenses of the Agent's third-party consultants, special counsel, Goodwin, Procter & Hoar LLP, and local counsel in each jxxxxxxxtion in whicx Xxerican Ski or any Restricted Subsidiary has assets and the Agent's and Lenders' reasonable expenses in connection with periodic audits of American Ski and its Restricted Subsidiaries. American Ski and the Borrowers also agree, jointly and severally, to pay, on demand, all reasonable out-of-pocket expenses incurred by the Lender in connection with the preparation of this Note Agent and the Loan DocumentsLenders, including, without limitation, reasonable attorneys’ fees legal, accounting and time charges third-party consultant fees, in connection with the collection of attorneys who may be employees amounts due hereunder and under all other Lender Agreements upon the occurrence of a Default hereunder, the revision, protection or enforcement of any of the Agent's or the Lenders' rights against American Ski and the Borrowers under this Agreement, the Notes, the Guaranty Agreements, the Security Agreements, and all other Lender Agreements and the administration of special problems that may arise under this Agreement or any affiliate or parent of other Lender Agreement. American Ski and the Lender. The Borrower shall Borrowers also agree, jointly and severally, to pay any and all stamp and other taxes, UCC search fees, filing fees and other costs and expenses taxes in connection with the execution and delivery of this Note Agreement and related instruments and documents. (b) Without limitation of any other obligation or liability of American Ski and the other instruments Borrowers or right or remedy of the Agent or the Lenders contained herein, American Ski and documents the Borrowers hereby covenant and agree, jointly and severally, to be delivered hereunderindemnify and hold the Agent, the Lenders, and agrees to save the Lender directors, officers, subsidiaries, shareholders, agents, affiliates and Persons controlling the Agent and the Lenders, harmless from and against any and all liabilities with respect to or resulting from any delay in paying or omission to pay such costs and expenses. The Borrower hereby authorizes the Lender to charge any account of the Borrower with the Lender for all sums due under this Section. The Borrower also agrees to defend (with counsel satisfactory to the Lender)damages, protectlosses, indemnify and hold harmless the Lender, any parent corporation, affiliated corporation or subsidiary of the Lender, and each of their respective officers, directors, employees, attorneys and agents (each an “Indemnified Party”) from and against any and all liabilitiessettlement payments, obligations, losses, damages, penalties, actions, judgments, suitsliabilities, claims, costs, expenses and distributions of any kind or nature (including, without limitation, the disbursements and the reasonable fees of counsel for each Indemnified Party thereto, which shall also include, without limitation, attorneys’ fees and time charges of attorneys who may be employees of the Lender, any parent corporation or affiliated corporation of the Lender), which may be imposed on, incurred by, or asserted against, any Indemnified Party (whether direct, indirect or consequential and whether based on any federal, state or local laws or regulations, including, without limitation, securitiesclaims for finder's or broker's fees, environmental laws actions or causes of action, and commercial laws reasonable costs and regulationsexpenses incurred, under common law suffered, sustained or required to be paid by any such indemnified party in equityeach case by reason of or resulting from any claim, investigation, litigation or based on contract or otherwise) in any manner relating other proceeding related to or arising out the entering into of this Note Agreement or any of the Loan Documents, or any act, event or transaction related or attendant thereto, the preparation, execution and delivery of this Note and the Loan Documents, the making or issuance and management of the Loanother Lender Agreement, the use of any Letter of Credit or intended use of the proceeds of this Note any Loans, the consummation of the transactions contemplated herein, the exercise by the Agent and the enforcement Lenders of their rights and remedies, or otherwise relating to the transactions contemplated hereby, other than any such claims which are determined by a final, non-appealable judgment or order of a court of competent jurisdiction to be the result of the Lender’s rights gross negligence or willful misconduct of such indemnified party. Promptly upon receipt by any indemnified party hereunder of notice of the commencement of any action against such indemnified party for which a claim is to be made against American Ski and remedies under this Note, the Loan Documents any other instruments and documents delivered Borrowers hereunder, or under such indemnified party shall notify American Ski in writing of the commencement thereof, although the failure to provide such notice shall not affect the indemnification rights of any other agreement between such indemnified party hereunder unless and only to the Borrower extent American Ski demonstrates to the reasonable satisfaction of such party that such failure to provide notice prejudiced American Ski and the Lender; providedBorrowers in their defense of such claim. American Ski and the Borrowers shall have the right, howeverat their option upon notice to the indemnified parties, to defend any such matter at their own expense and with their own counsel, except as provided below, which counsel must be reasonably acceptable to the indemnified parties. The indemnified party shall cooperate with American Ski and the Borrowers in the defense of such matter. The 101 indemnified party shall have the right to employ separate counsel and to participate in the defense of such matter at its own expense. In the event that (a) the Borrower employment of separate counsel by an indemnified party has been authorized in writing by American Ski, (b) American Ski and the Borrowers have failed to assume the defense of such matter within fifteen (15) days of notice thereof from the indemnified party, or (c) the named parties to any such action (including impleaded parties) include any indemnified party who has been advised by counsel that there may be one or more legal defenses available to it or prospective bases for liability against it, which are different from those available to or against American Ski and the Borrowers, then American Ski and the Borrowers shall not have any obligations hereunder the right to any Indemnified Party assume the defense of such matter with respect to matters caused by such indemnified party. American Ski and he Borrowers shall not compromise or resulting from settle any such matter against an indemnified party without the willful misconduct or gross negligence of such Indemnified Party. To the extent that the undertaking to indemnify set forth in the preceding sentence may be unenforceable because it violates any law or public policy, the Borrower shall satisfy such undertaking to the maximum extent permitted by applicable law. Any liability, obligation, loss, damage, penalty, cost or expense covered by this indemnity shall be paid to each Indemnified Party on demand, and failing prompt payment, together with interest thereon at the Default Rate from the date incurred by each Indemnified Party until paid by the Borrower, shall be added to the obligations written consent of the Borrower evidenced by this Note and secured by the collateral securing this Note. The provisions of this Section shall survive the satisfaction and payment of this Noteindemnified party, which consent may not be unreasonably withheld or delayed.

Expenses and Indemnification. The Borrower (a) BAFC shall pay all reasonable out-of-pocket costs and expenses of the Administrative Agent incurred by the Lender in connection with the preparation of this Note preparation, execution, delivery, syndication, amendment, modification and the Loan Documentswaiver of, including, without limitation, reasonable attorneys’ fees and time charges of attorneys who may be employees of the Lender or any affiliate or parent of the Lender. The Borrower shall pay any Administrative Agent and all stamp and other taxes, UCC search fees, filing fees and other costs and expenses each Liquidity Bank in connection with the execution enforcement of and delivery preservation of rights under, this Note Agreement, the other Transaction Documents and the making and repayment of the Liquidity Loans, including the fees and out-of-pocket expenses of counsel to the Administrative Agent and, if applicable, the Liquidity Banks; and shall reimburse the Administrative Agent for the reasonable fees and out-of-pocket expenses of counsel and other instruments and documents third party providers of services to be delivered hereunderthe Administrative Agent in connection with any amendments, and supplements or waivers to this Agreement. (b) BAFC agrees to save the Lender harmless from and against any and all liabilities with respect to or resulting from any delay in paying or omission to pay such costs and expenses. The Borrower hereby authorizes the Lender to charge any account of the Borrower with the Lender for all sums due under this Section. The Borrower also agrees to defend (with counsel satisfactory to the Lender), protect, indemnify and hold harmless the Lender, any parent corporation, affiliated corporation or subsidiary of the Lender, Administrative Agent and each of their respective officersLiquidity Bank and each director, directorsofficer, employeesemployee, attorneys and agents affiliate or agent thereof (each each, an “Indemnified Party”) from and against any and all liabilities, obligationsclaims, losses, damages, liabilities (including liabilities for penalties), actions, suits, judgments, suitsdemands, claimsdamages, costs, costs and expenses and distributions of any kind or nature (including, without limitation, the disbursements and the reasonable fees of counsel for each Indemnified Party thereto, which shall also include, without limitation, attorneys’ fees and time charges of attorneys who expenses) whatsoever which such Indemnified Party may be employees of the Lender, any parent corporation incur (or affiliated corporation of the Lender), which may be imposed on, incurred by, or asserted against, any claimed against such Indemnified Party (whether direct, indirect or consequential and whether based on any federal, state or local laws or regulations, including, without limitation, securities, environmental laws and commercial laws and regulations, under common law Party) by reason of or in equity, or based on contract or otherwise) in any manner relating to or arising out of this Note connection with the Transaction Documents or any transactions contemplated thereby, except to the extent that any such claims, losses, liabilities (including liabilities for penalties), actions, suits, judgments, demands, damages, costs or expenses are determined, in a final and non-appealable judgment of the Loan Documentsa court of competent jurisdiction, or any act, event or transaction related or attendant thereto, the preparation, execution and delivery of this Note and the Loan Documents, the making or issuance and management of the Loan, the use or intended use of the proceeds of this Note and the enforcement of the Lender’s rights and remedies under this Note, the Loan Documents any other instruments and documents delivered hereunder, or under any other agreement between the Borrower and the Lender; provided, however, that the Borrower shall not have any obligations hereunder to any Indemnified Party with respect to matters caused by or resulting result from the willful misconduct or gross negligence of such Indemnified Party. To The foregoing indemnity shall include any claims, losses, liabilities, (including liabilities for penalties) actions, suits, judgments, demands, damages, costs or expenses to which the Administrative Agent or the Liquidity Banks may become subject under the Securities Act, the Securities Exchange Act of 1934, as amended, or other federal or state law or regulation arising out of or based upon any untrue statement or alleged untrue statement of a material fact in any private placement memorandum, offering memorandum or other material provided to investors and prospective investors in connection with offers and sales of the Commercial Paper or any amendments thereof or supplements thereto or arising out of, or based upon, the omission or the alleged omission to state a material fact necessary to make the statements in such private placement memorandum, offering memorandum or other material, or any amendment thereof or supplement thereto, in light of the circumstances in which they were made, not misleading, provided, however, that BAFC will not be liable in any such case to the extent that any such losses, liabilities (including liabilities for penalties), actions, suits, judgments, demands, damages, costs or expenses arise out of or are based upon any untrue statement or alleged untrue statement of a material fact made therein in conformity with written information furnished to BAFC by or on behalf of such Indemnified Party specifically for use in connection with the undertaking preparation thereof. Payment of indemnification obligations by BAFC is to indemnify set forth be made from available moneys in accordance with and subject to Articles 5 and 6 of the preceding sentence may Security Agreement. For the avoidance of doubt, no Indemnified Party shall be unenforceable because liable for any damages arising from the use by unintended recipients of any information or other materials distributed by it violates any law through telecommunications, electronic or public policyother information transmission systems in connection with this Agreement or the other Loan Documents or the transactions contemplated hereby or thereby, the Borrower shall satisfy such undertaking except to the maximum extent that any such damages are determined in a final and non-appealable judgment of a court of competent jurisdiction, to result from the willful misconduct or gross negligence of such Indemnified Party. Notwithstanding the foregoing, and for the avoidance of doubt, this Section 11.04 shall not apply with respect to Taxes other than any Taxes that represent losses, claims, damages, etc. arising from a non-Tax claim. (c) To the extent permitted by applicable law. Any law (i) BAFC and any Designated Obligor party to a Transaction Document shall not assert, and BAFC and any Designated Obligor party to a Transaction Document hereby waives, any claim against the Administrative Agent, any Lead Arranger, any Syndication Agent, any Co-Documentation Agent and any Liquidity Bank, and any Affiliates of any of the foregoing Persons (each such Person being called a “Liquidity Bank-Related Person”) for any Liabilities arising from the use by others of information or other materials (including, without limitation, any personal data) obtained through telecommunications, electronic or other information transmission systems (including the Internet), and (ii) no party hereto shall assert, and each such party hereby waives, any Liabilities against any other party hereto, on any theory of liability, obligationfor special, lossindirect, damageconsequential or punitive damages (as opposed to direct or actual damages) arising out of, penaltyin connection with, cost or expense covered by as a result of, this indemnity shall be paid to each Indemnified Party on demandAgreement, and failing prompt paymentany other Transaction Document, together with interest thereon at or any agreement or instrument contemplated hereby or thereby, the Default Rate from transactions, any Liquidity Loan or the date incurred by each Indemnified Party until paid by the Borrower, shall be added to the obligations use of the Borrower evidenced proceeds thereof; provided that, nothing in this paragraph shall relieve BAFC and any Designated Obligor party to a Transaction Document of any obligation it may have to indemnify each Liquidity Bank and the Administrative Agent and their respective officers, directors, employees, Affiliates, agents and controlling persons, as provided in the preceding paragraph, against any special, indirect, consequential or punitive damages asserted against such Indemnitee by a third party. (d) All obligations provided for in this Note and secured by the collateral securing this Note. The provisions Section 11.04 shall survive any termination of this Section shall survive the satisfaction and payment of this NoteAgreement.