Common use of Fees and Expenses; Indemnity Clause in Contracts

Fees and Expenses; Indemnity. 19.1 If Tenant shall default in the performance of its obligations under this Lease beyond applicable notice and cure periods, if any, Landlord at any time thereafter and without notice may remedy such default for Tenant’s account and at Tenant’s expense without thereby waiving such default or any rights or remedies of Landlord on account of such default. Except as otherwise specifically provided in this Lease, Tenant shall pay to Landlord within five (5) days after delivery by Landlord to Tenant of bills or statements therefor: (a) sums equal to all expenditures made and monetary obligations incurred by Landlord, including without limitation expenditures made and obligations incurred for reasonable counsel fees, in connection with the remedying by Landlord for Tenant’s account pursuant to the immediately preceding sentence; (b) sums equal to all losses, costs, liabilities, damages and expenses referred to in Section 19.2; (c) sums equal to all expenditures made and monetary obligations incurred by Landlord, including without limitation expenditures made and obligations incurred for reasonable counsel fees and disbursements and court costs, in collecting or attempting to collect the Base Rent, any Additional Charges or any other sum of money accruing under this Lease or in enforcing or attempting to enforce any rights of Landlord under this Lease or pursuant to law, provided that Landlord shall not be entitled to such fees if a court of law determines (after expiration of appeals therefrom) that Landlord’s attempted enforcement was without merit; and (d) all other sums of money accruing from Tenant to Landlord under the provisions of this Lease. Tenant’s obligations under this Section 19.1 shall survive the termination of this Lease. 19.2 Except to the extent of claims or liabilities resulting from the gross negligence or willful misconduct of Landlord or Landlord’s Representatives, Tenant agrees to indemnify Landlord and Landlord’s Representatives, defend against and save Landlord and Landlord’s Representatives harmless from any and all losses, claims, judgments, costs, liabilities, damages and expenses, including without limitation penalties, fines and reasonable counsel fees and disbursements and court costs, incurred in connection with or arising from any cause whatsoever in, on or about the Premises, including without limiting the generality of the foregoing: (a) any default by Tenant in the observance or performance of any of the terms, covenants or conditions of this Lease on Tenant’s part to be observed or performed, or (b) the use or occupancy or manner of use or occupancy of the Premises by Tenant or any person or entity claiming through or under Tenant, or (c) the condition of the Premises or any occurrence or happening on the Premises from any cause whatsoever, and/or (e) any acts, omissions or negligence of Tenant or any person or entity claiming through or under Tenant, or of the contractors, agents, servants, employees, visitors or licensees of Tenant or any such person or entity, in, on or about the Premises or the Building, either prior to the commencement of, during, or after the expiration of the Term, including without limitation any acts, omissions or negligence in the making or performing of any Alterations. In the event any action or proceeding is brought against Landlord for any claim against which Tenant is obligated to indemnify Landlord hereunder, Tenant upon notice from Landlord shall defend such action or proceeding at Tenant’s sole expense by counsel selected by Landlord. The provisions of this Section 19.2 shall survive the expiration of this Lease with respect to any claim or liability occurring prior to such expiration or termination.

Fees and Expenses; Indemnity. 19.1 If Tenant shall default in the performance of its obligations under this Lease beyond applicable notice and cure periods, if any, Landlord at any time thereafter and without notice may remedy such default for Tenant’s account and at Tenant’s expense without thereby waiving such default or any rights or remedies of Landlord on account of such default. Except as otherwise specifically provided in this Lease, Tenant shall pay to Landlord within five (5) days after delivery by Landlord to Tenant of bills or statements therefor: (a) sums equal to Seller will pay its own legal and accounting fees and other costs incurred in respect of this Agreement, the other Transaction Documents and this facility. Seller will promptly pay all expenditures made out-of-pocket costs and monetary obligations expenses reasonably incurred by LandlordAdministrative Agent, including without limitation expenditures made and obligations incurred for reasonable counsel attorneys’ fees, in connection with (i) preparation, negotiation, and documentation of this Agreement and the remedying other Transaction Documents, (ii) administration of this Agreement and the other Transaction Documents and any amendment or waiver thereto and purchase and resale of Mortgage Loans by Landlord Buyer hereunder, (iii) protection of the Purchased Mortgage Loans (including all costs of filing or recording any assignments, financing statements, amendments and other documents) and (iv) up to Fifteen Thousand Dollars ($15,000) per year of Administrative Agent’s expenses for Tenantperformance of due diligence and audits in respect of Mortgage Loans purchased or proposed for purchase hereunder and Seller’s account pursuant business and finances, by Administrative Agent or any agent of Administrative Agent, conducted after the date hereof. Seller will promptly pay all out-of-pocket costs and expenses reasonably incurred by Administrative Agent and Buyers, including reasonable attorneys’ fees, in connection with enforcement of Administrative Agent’s and Buyer’s rights hereunder and under any other Transaction Document (including costs and expenses suffered or incurred by Buyer in connection with any Act of Insolvency related to the immediately preceding sentence; Seller, appeals and any anticipated post-judgment collection services). (b) sums equal In addition to all its other rights hereunder, Seller shall indemnify Buyers, Administrative Agent, their Affiliates and Subsidiaries and their respective directors, officers, attorneys, agents, advisors and employees (each, an “Indemnified Party” and collectively, the “Indemnified Parties”) against, and hold each of them harmless from, any losses, costs, third-party liabilities, damages damages, claims and actual and documented out-of-pocket costs and expenses referred to in Section 19.2; (cincluding reasonable attorneys’ fees and disbursements) sums equal to all expenditures made and monetary obligations suffered or incurred by Landlord, including without limitation expenditures made and obligations incurred for reasonable counsel fees and disbursements and court costs, in collecting any Indemnified Party (“Losses”) relating to or attempting to collect the Base Rentarising out of this Agreement, any Additional Charges other Transaction Document or any other sum related document, or any transaction contemplated hereby or thereby, any use or proposed use of money accruing under this Lease proceeds thereof, any amendment or waiver thereof or any breach of any covenant, representation or warranty contained in any of such documents, or arising out of, resulting from, or in enforcing any manner connected with, the purchase by Buyers and Administrative Agent of any Mortgage Loan or attempting to enforce the servicing of any rights of Landlord under this Lease Purchased Mortgage Loans by Seller or pursuant to law, any Subservicer; provided that Landlord Seller shall not be entitled required to such fees if a court of law determines (after expiration of appeals therefrom) that Landlord’s attempted enforcement was without merit; and (d) all other sums of money accruing from Tenant to Landlord under the provisions of this Lease. Tenant’s obligations under this Section 19.1 shall survive the termination of this Lease. 19.2 Except indemnify any Indemnified Party to the extent of claims or liabilities resulting such Losses result from the gross negligence or willful misconduct of Landlord or Landlord’s Representatives, Tenant agrees to indemnify Landlord and Landlord’s Representatives, defend against and save Landlord and Landlord’s Representatives harmless from any and all losses, claims, judgments, costs, liabilities, damages and expenses, including without limitation penalties, fines and reasonable counsel fees and disbursements and court costs, incurred in connection with or arising from any cause whatsoever in, on or about the Premises, including without limiting the generality of the foregoing: (a) any default by Tenant in the observance or performance of any of the terms, covenants or conditions of this Lease on Tenant’s part to be observed or performed, or (b) the use or occupancy or manner of use or occupancy of the Premises by Tenant or any person or entity claiming through or under Tenant, or (c) the condition of the Premises or any occurrence or happening on the Premises from any cause whatsoever, and/or (e) any acts, omissions or negligence of Tenant or any person or entity claiming through or under Tenant, or of the contractors, agents, servants, employees, visitors or licensees of Tenant or any such person or entity, in, on or about the Premises or the Building, either prior to the commencement of, during, or after the expiration of the Term, including without limitation any acts, omissions or negligence in the making or performing of any Alterations. In the event any action or proceeding is brought against Landlord for any claim against which Tenant is obligated to indemnify Landlord hereunder, Tenant upon notice from Landlord shall defend such action or proceeding at Tenant’s sole expense by counsel selected by LandlordIndemnified Party. The provisions of this Section 19.2 16 shall survive the expiration termination of this Lease with respect to any claim or liability occurring prior to such expiration or terminationAgreement.

Fees and Expenses; Indemnity. 19.1 If Tenant shall default in the performance of its obligations under this Lease beyond applicable notice and cure periods, if any, Landlord at any time thereafter and without notice may remedy such default for Tenant’s account and at Tenant’s expense without thereby waiving such default or any rights or remedies of Landlord on account of such default. Except as otherwise specifically provided in this Lease, Tenant shall pay to Landlord within five (5) days after delivery by Landlord to Tenant of bills or statements therefor: (a) sums equal The Issuer agrees to pay promptly (i) each Subscriber’s actual and reasonable costs and expenses of negotiation, review, analysis, preparation and execution of the Note Documents (including the reasonable fees, charges and disbursements of counsel for such Subscriber) and any consents, amendments, waivers or other modifications thereto, the transactions contemplated thereby and any other documents or matters requested by the Issuer; (ii) all expenditures made the actual costs and monetary obligations incurred by Landlordreasonable expenses of creating and perfecting Liens in favor of the Trustee, for the benefit of the Secured Parties, including without limitation expenditures made filing and obligations incurred for reasonable counsel recording fees, expenses and taxes, stamp or documentary taxes, search fees, title insurance premiums and reasonable fees, expenses and disbursements of the counsel for the Initial Holders (as defined in the Indenture) and of counsel providing any opinions that counsel for the Initial Holders may request in respect of the Collateral or the Liens created pursuant to the Note Security Documents; (iii) all the actual costs and reasonable expenses (including the reasonable fees, expenses and disbursements of any appraisers, consultants, advisors and agents employed or retained by the Secured Parties and their counsel) in connection with the remedying custody or preservation of any of the Collateral; and (iv) after the occurrence of a Default or an Event of Default (in each case, as defined in the Indenture), all costs and expenses, including reasonable attorneys’ fees and costs of settlement, incurred, whether directly or indirectly, by Landlord for Tenant’s account pursuant to the immediately preceding sentence; Subscriber in enforcing any Obligations (as defined in the Indenture) of or in collecting any payments due from any Note Party hereunder or under the other Note Documents by reason of such Default or Event of Default (including in connection with the sale of, collection from, or other realization upon any of the Collateral or the enforcement of the Guarantees) or in connection with any refinancing or restructuring of the credit arrangements provided hereunder in the nature of a “work out.” (b) sums equal In addition to the payment of expenses pursuant to clause (a) above, whether or not the transactions contemplated hereby shall be consummated, each Note Party agrees to defend (subject to Indemnitees’ selection of counsel), indemnify, pay and hold harmless, the Subscriber, its affiliates and their respective officers, partners, directors, trustees, employees and agents of the Subscriber (each, an “Indemnitee”), from and against any and all losses, costs, liabilities, damages and expenses referred to in Section 19.2; Indemnified Liabilities (c) sums equal to all expenditures made and monetary obligations incurred by Landlord, including without limitation expenditures made and obligations incurred for reasonable counsel fees and disbursements and court costsas defined below), in collecting all cases, whether or attempting to collect the Base Rentnot caused by or arising, any Additional Charges or any other sum of money accruing under this Lease in whole or in enforcing part, out of the comparative, contributory, or attempting sole negligence of such Indemnitee; provided, no Note Party shall have any obligation to enforce any rights of Landlord under this Lease or pursuant Indemnitee hereunder with respect to law, provided that Landlord shall not be entitled to such fees if a court of law determines (after expiration of appeals therefrom) that Landlord’s attempted enforcement was without merit; and (d) all other sums of money accruing from Tenant to Landlord under the provisions of this Lease. Tenant’s obligations under this Section 19.1 shall survive the termination of this Lease. 19.2 Except any Indemnified Liabilities to the extent of claims or liabilities resulting such Indemnified Liabilities arise from the gross negligence or willful misconduct misconduct, as determined by a court of Landlord competent jurisdiction in a final, non-appealable order, of that Indemnitee. To the extent that the undertakings to defend, indemnify, pay and hold harmless set forth in this clause (b) may be unenforceable in whole or Landlord’s Representativesin part because they are violative of any Law (as defined in the Indenture) or public policy, Tenant agrees the applicable Note Party shall contribute the maximum portion that it is permitted to indemnify Landlord pay and Landlord’s Representativessatisfy under applicable Law to the payment and satisfaction of all Indemnified Liabilities incurred by Indemnitees or any of them. “Indemnified Liabilities” means, defend against and save Landlord and Landlord’s Representatives harmless from collectively, any and all liabilities, obligations, losses, claimsdamages (including natural resource damages), judgments, costs, liabilities, damages and expenses, including without limitation penalties, fines claims (including environmental claims or environmental liabilities), costs (including the costs of any investigation, study, sampling, testing, abatement, cleanup, removal, remediation or other response action necessary to remove, remediate, clean up or xxxxx any Hazardous Material (as defined in the Indenture)), expenses and disbursements of any kind or nature whatsoever (including the reasonable counsel fees and disbursements and court costs, incurred of counsel for Indemnitees in connection with any investigative, administrative or judicial proceeding commenced or threatened by any Person, whether or not any such Indemnitee shall be designated as a party or a potential party thereto, and any fees or expenses incurred by Indemnitees in enforcing this indemnity), whether direct, indirect or consequential and whether based on any federal, state or foreign Laws, statutes, rules or regulations (including securities and commercial Laws, statutes, rules or regulations and Environmental Laws), on common Law or equitable cause or on contract or otherwise, that may be imposed on, incurred by, or asserted against any such Indemnitee, in any manner relating to or arising from any cause whatsoever in, on or about the Premises, including without limiting the generality out of the foregoing: (a) this Agreement or the other Note Documents or the transactions contemplated hereby or thereby (including the Subscriber’s agreement to purchase the Convertible Notes and Warrants or the use or intended use of the proceeds thereof, or any default by Tenant in the observance or performance enforcement of any of the termsNote Documents (including any sale of, covenants or conditions of this Lease on Tenant’s part to be observed or performedcollection from, or other realization upon any of the Collateral or the enforcement of the Guarantees)); (b) the use or occupancy or manner of use or occupancy of the Premises by Tenant any environmental claim or any person Hazardous Material activity relating to or entity claiming through arising from, directly or under Tenantindirectly, any past or present activity, operation, land ownership, or practice of any Note Party or any of its Subsidiaries; or (c) the condition any actual or prospective claim, litigation, investigation or proceeding relating to any of the Premises foregoing, whether based on contract, tort or any occurrence other theory, whether brought by a third party or happening on by the Premises from any cause whatsoever, and/or (e) any acts, omissions or negligence of Tenant Issuer or any person or entity claiming through or under Tenantother Note Party, or and regardless of the contractors, agents, servants, employees, visitors or licensees of Tenant or whether any such person or entity, in, on or about the Premises or the Building, either prior to the commencement of, during, or after the expiration of the Term, including without limitation any acts, omissions or negligence in the making or performing of any Alterations. In the event any action or proceeding Indemnitee is brought against Landlord for any claim against which Tenant is obligated to indemnify Landlord hereunder, Tenant upon notice from Landlord shall defend such action or proceeding at Tenant’s sole expense by counsel selected by Landlord. The provisions of this Section 19.2 shall survive the expiration of this Lease with respect to any claim or liability occurring prior to such expiration or terminationa party thereto.

Fees and Expenses; Indemnity. 19.1 If Tenant shall default Mortgagor will reimburse Trustee and Mortgagee for all expenditures, including reasonable attorneys' fees and expenses, incurred or expended in connection with (i) the performance breach by Mortgagor of its obligations under this Lease beyond applicable notice and cure periodsany covenant, if anyagreement or condition contained herein or in any other Loan Document, Landlord at any time thereafter and without notice may remedy such default for Tenant’s account and at Tenant’s expense without thereby waiving such default or (ii) the exercise of any rights and remedies hereunder or remedies under any other Loan Document, and (iii) the protection of Landlord on account of the Property and/or liens and security interests therein. Mortgagor will indemnify and hold harmless Trustee and Mortgagee from and against (and will reimburse such default. Except as otherwise specifically provided in this Leaseindemnified parties for) all claims, Tenant shall pay to Landlord within five demands, liabilities, losses, damages (5) days after delivery by Landlord to Tenant of bills or statements therefor: (a) sums equal to all expenditures made and monetary obligations incurred by Landlord, including without limitation expenditures made consequential damages), causes of action, judgments, penalties, costs and obligations expenses (including without limitation reasonable attorneys' fees and expenses) which may be imposed upon, asserted against or incurred for reasonable counsel feesor paid by the Trustee or Mortgagee on account of, in connection with with, or arising out of the remedying actions taken by Landlord for Tenant’s account pursuant the Trustee or Mortgagee necessary or advisable to make make the loan evidenced by the Note, grant this Mortgage, or exercise any rights under the Loan Documents. Mortgagee shall have the right to compromise and adjust any such claims, actions and judgments, and in addition to the immediately preceding sentence; (b) sums equal rights to be indemnified as herein provided, all lossesamounts paid in compromise, costssatisfaction or discharge of any such claim, liabilitiesaction or judgment, damages and expenses referred to in Section 19.2; (c) sums equal to all expenditures made and monetary obligations incurred by Landlord, including without limitation expenditures made and obligations incurred for reasonable counsel fees and disbursements and court costs, in collecting attorneys' fees and other expenses of every character expended by Mortgagee or attempting to collect the Base Rent, any Additional Charges or any other sum of money accruing under this Lease or in enforcing or attempting to enforce any rights of Landlord under this Lease or Trustee pursuant to law, provided that Landlord shall not be entitled to such fees if a court of law determines (after expiration of appeals therefrom) that Landlord’s attempted enforcement was without merit; and (d) all other sums of money accruing from Tenant to Landlord under the provisions of this Lease. Tenant’s obligations under this Section 19.1 section shall survive the termination of this Lease. 19.2 Except be a demand obligation (which obligation Mortgagor hereby expressly promises to pay) owing by Mortgagor to the extent of claims applicable party or liabilities resulting from the gross negligence or willful misconduct of Landlord or Landlord’s Representatives, Tenant agrees to indemnify Landlord and Landlord’s Representatives, defend against and save Landlord and Landlord’s Representatives harmless from any and all losses, claims, judgments, costs, liabilities, damages and expenses, including without limitation penalties, fines and reasonable counsel fees and disbursements and court costs, incurred in connection with or arising from any cause whatsoever in, on or about the Premises, including without limiting the generality of the foregoing: (a) any default by Tenant in the observance or performance of any of the terms, covenants or conditions of this Lease on Tenant’s part to be observed or performed, or (b) the use or occupancy or manner of use or occupancy of the Premises by Tenant or any person or entity claiming through or under Tenant, or (c) the condition of the Premises or any occurrence or happening on the Premises from any cause whatsoever, and/or (e) any acts, omissions or negligence of Tenant or any person or entity claiming through or under Tenant, or of the contractors, agents, servants, employees, visitors or licensees of Tenant or any such person or entity, in, on or about the Premises or the Building, either prior to the commencement of, during, or after the expiration of the Term, including without limitation any acts, omissions or negligence in the making or performing of any Alterations. In the event any action or proceeding is brought against Landlord for any claim against which Tenant is obligated to indemnify Landlord hereunder, Tenant upon notice from Landlord shall defend such action or proceeding at Tenant’s sole expense by counsel selected by Landlord. The provisions of this Section 19.2 shall survive the expiration of this Lease with respect to any claim or liability occurring prior to such expiration or terminationparties.

Fees and Expenses; Indemnity. 19.1 If Tenant shall default in the performance of its obligations under this Lease beyond applicable notice and cure periods, if any, Landlord at any time thereafter and without notice may remedy such default for Tenant’s account and at Tenant’s expense without thereby waiving such default or any rights or remedies of Landlord on account of such default. Except as otherwise specifically provided in this Lease, Tenant shall pay to Landlord within five (5) days after delivery by Landlord to Tenant of bills or statements therefor: (a) sums equal to all expenditures made The fees of the Escrow Agent as described on Annex E and monetary obligations the reasonable costs and expenses actually incurred by Landlordthe Escrow Agent for its services in respect of the Escrow Funds hereunder (collectively, the “Escrow Agent Fees and Expenses”) shall be paid fifty percent (50%) out of the Escrow Funds and fifty percent (50%) by Acquiror. The Escrow Agent Fees and Expenses shall be deducted fifty percent (50%) from the Escrow Funds and fifty percent (50%) paid by Acquiror fifteen (15) Business Days following delivery of an invoice therefore to the Acquiror and the Stockholders’ Representative unless the Acquiror or the Stockholders’ Representative objects in writing to the Escrow Agent Fees and Expenses within such fifteen (15) Business Day period. (b) The Stockholders’ Representative (solely on behalf of the Former Stakeholders and in its capacity as the Stockholders’ Representative, not in its individual capacity) and the Acquiror, jointly and severally, hereby agree to indemnify Escrow Agent for, and to hold it harmless against, any loss, liability or reasonable expense (including without limitation expenditures made reasonable attorneys’ fees and obligations expenses) actually incurred for reasonable counsel feesby the Escrow Agent, arising out of or in connection with its entering into this Escrow Agreement and carrying out its duties hereunder, including the remedying by Landlord for Tenant’s account pursuant to the immediately preceding sentence; (b) sums equal to all losses, costs, liabilities, damages reasonable costs and expenses referred to in Section 19.2of defending itself from any claim or liability; (c) sums equal to all expenditures made and monetary obligations incurred by Landlordprovided, including without limitation expenditures made and obligations incurred for reasonable counsel fees and disbursements and court costshowever, in collecting or attempting to collect that the Base Rent, any Additional Charges or any other sum of money accruing under this Lease or in enforcing or attempting to enforce any rights of Landlord under this Lease or pursuant to law, provided that Landlord Escrow Agent shall not be entitled to such fees if a court indemnification hereunder for losses, liabilities and expenses which arise out of law determines (after expiration the willful misconduct, gross negligence or material breach of appeals therefrom) this Escrow Agreement by the Escrow Agent. The Stockholders’ Representative and the Acquiror agree that Landlord’s attempted enforcement was without merit; and (d) all other sums of money accruing from Tenant any payments made to Landlord the Escrow Agent under the provisions indemnification obligation in the immediately preceding sentence, whether made by the Stockholders’ Representative (solely on behalf of the Former Stakeholders and in its capacity as the Stockholders’ Representative, not in its individual capacity), on the one hand, or the Acquiror, on the other hand, or both, are to be borne in equal amounts by the Stockholders’ Representative (solely on behalf of the Former Stakeholders and in its capacity as the Stockholders’ Representative, not in its individual capacity), on the one hand, or the Acquiror, on the other hand, and hereby grant to each other a right of contribution to effect the same. Notwithstanding the foregoing, nothing in this LeaseEscrow Agreement shall derogate from the indemnification rights or obligations of any party to the Merger Agreement. Tenant’s obligations under this Section 19.1 The agreements contained in the three immediately preceding sentences shall survive the despite any termination of this Lease. 19.2 Except to Escrow Agreement or the extent of claims resignation or liabilities resulting from the gross negligence or willful misconduct of Landlord or Landlord’s Representatives, Tenant agrees to indemnify Landlord and Landlord’s Representatives, defend against and save Landlord and Landlord’s Representatives harmless from any and all losses, claims, judgments, costs, liabilities, damages and expenses, including without limitation penalties, fines and reasonable counsel fees and disbursements and court costs, incurred in connection with or arising from any cause whatsoever in, on or about the Premises, including without limiting the generality removal of the foregoing: (a) any default by Tenant in the observance or performance of any of the terms, covenants or conditions of this Lease on Tenant’s part to be observed or performed, or (b) the use or occupancy or manner of use or occupancy of the Premises by Tenant or any person or entity claiming through or under Tenant, or (c) the condition of the Premises or any occurrence or happening on the Premises from any cause whatsoever, and/or (e) any acts, omissions or negligence of Tenant or any person or entity claiming through or under Tenant, or of the contractors, agents, servants, employees, visitors or licensees of Tenant or any such person or entity, in, on or about the Premises or the Building, either prior to the commencement of, during, or after the expiration of the Term, including without limitation any acts, omissions or negligence in the making or performing of any Alterations. In the event any action or proceeding is brought against Landlord for any claim against which Tenant is obligated to indemnify Landlord hereunder, Tenant upon notice from Landlord shall defend such action or proceeding at Tenant’s sole expense by counsel selected by Landlord. The provisions of this Section 19.2 shall survive the expiration of this Lease with respect to any claim or liability occurring prior to such expiration or terminationEscrow Agent.

Fees and Expenses; Indemnity. 19.1 If Tenant (a) Notwithstanding anything in this Section 13 to the contrary, the Trustee is authorized to deduct from earnings on the Trust Amount an acceptance fee of $10,000, and an annual fee of $15,000, both payable upon execution of this Trust Agreement. The annual fee will be payable thereafter on each anniversary of the execution of this Trust Agreement. The Trustee will charge a fee of $4 per check for payments to the Beneficiaries (as set forth in Section 3 hereof) and Settlor upon liquidation of the Trust. The Trustee also shall default be entitled to receive reasonable and customary out-of-pocket expenses incurred in connection with the performance of its obligations under this Lease beyond applicable notice duties hereunder. The fees, costs and cure periods, if any, Landlord at any time thereafter and without notice may remedy such default for Tenant’s account and at Tenant’s expense without thereby waiving such default or any rights or remedies of Landlord on account of such default. Except as otherwise specifically provided expenses described in this LeaseSection 13(a) shall be referred to herein as "FEES". (b) The Trustee is authorized to, Tenant and may disburse to itself from the earnings on the Trust Amount, from time to time, the amount of any Fees due and payable to it hereunder. If for any reason such earnings are insufficient to cover such Fees, CAB shall pay to Landlord within five the following thirty (530) days after delivery by Landlord such amounts to Tenant make up such shortfall to Trustee upon the presentation of bills an itemized invoice. The Trustee shall notify CAB and Representative of any disbursement from the Trust Assets to itself in respect of any Fees under any provision of this Trust Agreement and shall furnish to CAB and Representative copies of all related invoices and other statements. (c) Prior to the consummation or statements therefor: termination of the OPA, CAB shall be liable for and shall reimburse and indemnify Trustee (aand any predecessor Trustee) sums equal to and hold Trustee harmless from and against one-half (1/2) of any and all expenditures made claims, losses, actions, liabilities, costs, damages or expenses (including reasonable attorneys' fees and monetary obligations incurred by Landlord, including without limitation expenditures made and obligations incurred for reasonable counsel fees, expenses) arising from or in connection with Trustee's administration of, or performance of duties and obligations pursuant to, this Trust Agreement; provided, however, that notwithstanding the remedying by Landlord foregoing, CAB shall not be required to indemnify the Trustee for Tenant’s account pursuant to the immediately preceding sentence; (b) sums equal to all any such claims, losses, actions, liabilities, costs, liabilitiesdamages or expenses caused by its own gross negligence or own willful misconduct. In addition, damages and expenses referred to in Section 19.2; when the Trustee acts on any information, instructions or communications (c) sums equal to all expenditures made and monetary obligations incurred by Landlordincluding, including without limitation expenditures made and obligations incurred for reasonable counsel fees and disbursements and court costsbut not limited to, in collecting or attempting to collect the Base Rent, any Additional Charges or any other sum of money accruing under this Lease or in enforcing or attempting to enforce any rights of Landlord under this Lease or pursuant to law, provided that Landlord shall not be entitled to such fees if a court of law determines (after expiration of appeals therefrom) that Landlord’s attempted enforcement was without merit; and (d) all other sums of money accruing from Tenant to Landlord under the provisions of this Lease. Tenant’s obligations under this Section 19.1 shall survive the termination of this Lease. 19.2 Except communications with respect to the extent delivery of claims securities or liabilities resulting from the wire transfer of funds) sent by telephone, telex or facsimile, the Trustee, absent gross negligence or willful misconduct misconduct, shall not be responsible or liable in the event such communication is not an authorized or authentic communication or is not in the form CAB sent or intended to send (whether due to fraud, distortion or otherwise). The Trustee shall have the right to offset an amount equal to one-half (1/2) of Landlord or Landlord’s Representativesany indemnifiable claims, Tenant agrees to indemnify Landlord and Landlord’s Representatives, defend against and save Landlord and Landlord’s Representatives harmless from any and all losses, claimsactions, judgmentsliabilities, costs, damages or expenses described above against the Trust Assets. (d) Settlor shall be liable for one hundred percent (100%) of all indemnifiable claims, losses, actions, liabilities, damages and expenses, including without limitation penalties, fines and reasonable counsel fees and disbursements and court costs, incurred damages or expenses described in connection with or arising from any cause whatsoever in, on or about the Premises, including without limiting the generality Section 13(c) above after consummation of the foregoing: OPA (a) any default by Tenant in the observance or performance of any including payment of the terms, covenants Certified Amount to the Paying Agent) or conditions of this Lease on Tenant’s part to be observed or performed, or (b) the use or occupancy or manner of use or occupancy termination of the Premises by Tenant or OPA, and the Trustee will have no right to offset any person or entity claiming through or under Tenant, or (c) amount thereof against the condition of the Premises or any occurrence or happening on the Premises from any cause whatsoever, and/or Trust Assets. (e) any actsNotwithstanding anything in this Section 13 to the contrary, omissions or negligence all of Tenant or any person or entity claiming through or under TenantCAB's compensation, or reimbursement and indemnification obligations set forth in this Section 13 shall be payable by CAB upon demand by the Trustee, and the failure of CAB to fund such obligations shall give rise to the right of the contractors, agents, servants, employees, visitors or licensees of Tenant or Trustee to offset any such person or entity, in, on or about the Premises or the Building, either prior unpaid amounts against payments otherwise due to the commencement of, during, or after the expiration of the Term, including without limitation any acts, omissions or negligence in the making or performing of any Alterations. In the event any action or proceeding is brought against Landlord for any claim against which Tenant is obligated CAB pursuant to indemnify Landlord hereunder, Tenant upon notice from Landlord shall defend such action or proceeding at Tenant’s sole expense by counsel selected by Landlordthis Trust Agreement. The provisions obligations of CAB under this Section 13 shall survive any termination of this Section 19.2 shall survive Trust Agreement and the expiration resignation or removal of this Lease with respect to any claim or liability occurring prior to such expiration or terminationTrustee.

Fees and Expenses; Indemnity. 19.1 If Tenant (a) Whether or not the transactions contemplated hereby shall default be consummated, Borrower agrees to pay promptly all reasonable out-of-pocket (unless otherwise specifically permitted below) fees, costs and expenses incurred by the Administrative Agent, the Documentation Agent and the Lenders in connection with any matters contemplated by or arising out of this Agreement, the Notes or the Other Documents, and all such fees, costs and expenses shall be part of the Obligations, payable on demand and secured by the Collateral: (a) reasonable out-of-pocket fees, costs and expenses (including reasonable attorneys' fees) incurred by the Administrative Agent in connection with the examination, review, due diligence investigation, documentation and closing of the transactions contemplated by this Agreement, the Notes and the Other Documents; (b) reasonable fees, costs and expenses of the Administrative Agent (including reasonable attorneys' fees, allocated costs of internal counsel and fees and expenses of accountants retained by the Administrative Agent) incurred in connection with the administration of this Agreement and the Other Documents and any amendments, modifications and waivers relating thereto; (c) reasonable out-of-pocket fees, costs and expenses (including reasonable attorneys' fees and allocated costs of internal counsel) incurred by the Administrative Agent within six (6) months after the Closing Date in connection with the syndication of the Loans; (d) reasonable out-of-pocket fees, costs and expenses incurred in creating, perfecting and maintaining perfection of Encumbrances in favor of the Administrative Agent on behalf of the Lenders, including lien search fees, filing and recording fees, taxes and expenses, title insurance policy fees, fees and expenses of attorneys for providing such opinions as the Administrative Agent may reasonably request and fees and expenses of attorneys to the Administrative Agent; (e) reasonable fees, costs and expenses (including attorneys' fees and allocated costs of internal counsel) incurred in connection with the review, documentation, negotiation, closing and administration of any subordination or intercreditor agreements; (f) reasonable out-of-pocket fees, costs and expenses incurred in connection with forwarding to Borrower the proceeds of Loans including the Administrative Agent's standard wire transfer fee; (g) reasonable out-of-pocket fees, costs, expense and bank charges, including bank charges for returned checks, incurred by the Administrative Agent in establishing, maintaining and handling lock box accounts, blocked accounts or other accounts for collection of the Collateral; and (h) reasonable out-of-pocket fees, costs and expenses of the Administrative Agent, the Documentation Agent and the Lenders (including attorneys' fees, allocated costs of internal counsel and fees of environmental consultants, industry consultants, accountants and other professionals retained by the Administrative Agent, the Documentation Agent or any Lender) incurred in collecting upon or enforcing rights against the Collateral after the occurrence and during the continuance of a Default or an Event of Default or incurred in any action to enforce this Agreement or the Other Documents or to collect any payments due from any Credit Party under this Agreement, the Notes or the Other Documents or incurred in connection with any refinancing or restructuring of the credit arrangements provided under this Agreement, whether in the nature of a "workout" or in connection with any insolvency or bankruptcy proceedings or otherwise. (b) Each Credit Party shall, jointly and severally, indemnify and hold the Administrative Agent, the Documentation Agent, the Lenders, any Lender Affiliate and any Lender Agents harmless from and against any and all losses, liabilities, claims, damages or expenses incurred by any of them as a result of, or arising out of, or in any way related to, or by reason of, any suit, action, investigation, litigation or other proceeding (whether or not any such Person is a party thereto and whether or not any such suit, action, investigation, litigation or other proceeding is between or among any such Person, or any third Person or otherwise) related to the entering into and/or the performance of its obligations under (a) this Lease beyond applicable notice Agreement, the Notes or the Other Documents, the use of the proceeds of any Extension of Credit, the consummation of any other transaction contemplated hereby and cure periods, if any, Landlord at any time thereafter and without notice may remedy such default for Tenant’s account and at Tenant’s expense without thereby waiving such default or the exercise of any rights or remedies of Landlord on account of such default. Except as otherwise specifically provided in under this LeaseAgreement, Tenant shall pay to Landlord within five (5) days after delivery by Landlord to Tenant of bills the Notes or statements therefor: (a) sums equal to all expenditures made and monetary obligations incurred by Landlordthe Other Documents, including without limitation expenditures made and obligations incurred for reasonable counsel fees, in connection with the remedying by Landlord for Tenant’s account pursuant to the immediately preceding sentence; (b) sums equal to all the Transaction Documents or any other transaction contemplated thereby or (c) any Acquisition (but excluding any such losses, costs, liabilities, claims, damages and or expenses referred to in Section 19.2; (c) sums equal to all expenditures made and monetary obligations incurred by Landlord, including without limitation expenditures made and obligations incurred for reasonable counsel fees and disbursements and court costs, in collecting or attempting to collect the Base Rent, any Additional Charges or any other sum of money accruing under this Lease or in enforcing or attempting to enforce any rights of Landlord under this Lease or pursuant to law, provided that Landlord shall not be entitled to such fees if a court of law determines (after expiration of appeals therefrom) that Landlord’s attempted enforcement was without merit; and (d) all other sums of money accruing from Tenant to Landlord under the provisions of this Lease. Tenant’s obligations under this Section 19.1 shall survive the termination of this Lease. 19.2 Except to the extent solely incurred by reason of claims or liabilities resulting from the gross negligence or willful misconduct of Landlord or Landlord’s Representativesthe Person to be indemnified as finally determined by a court of competent jurisdiction) and including, Tenant agrees to indemnify Landlord in any case, and Landlord’s Representativeswithout limitation, defend against and save Landlord and Landlord’s Representatives harmless from any and all losses, claims, judgments, costs, liabilities, damages and expenses, including without limitation penalties, fines and the reasonable counsel fees and disbursements expenses of legal counsel and court costs, other professional advisors incurred in connection with or arising from any cause whatsoever in, on or about the Premises, including without limiting the generality of the foregoing: (a) any default by Tenant in the observance or performance of any of the terms, covenants or conditions of this Lease on Tenant’s part to be observed or performed, or (b) the use or occupancy or manner of use or occupancy of the Premises by Tenant or any person or entity claiming through or under Tenant, or (c) the condition of the Premises or any occurrence or happening on the Premises from any cause whatsoever, and/or (e) any acts, omissions or negligence of Tenant or any person or entity claiming through or under Tenant, or of the contractors, agents, servants, employees, visitors or licensees of Tenant or any such person action, suit, investigation, litigation or entityother proceeding. NO LENDER AGENT SHALL BE RESPONSIBLE OR LIABLE TO ANY OTHER PARTY TO THIS AGREEMENT, inTHE NOTES OR THE OTHER DOCUMENTS, on or about the Premises or the BuildingANY SUCCESSOR, either prior to the commencement ofASSIGNEE OR THIRD PARTY BENEFICIARY OF SUCH PERSON OR ANY OTHER PERSON ASSERTING CLAIMS DERIVATIVELY THROUGH SUCH PARTY, duringFOR INDIRECT, or after the expiration of the TermPUNITIVE, including without limitation any actsEXEMPLARY OR CONSEQUENTIAL DAMAGES WHICH MAY BE ALLEGED AS A RESULT OF CREDIT HAVING BEEN EXTENDED, omissions or negligence in the making or performing of any Alterations. In the event any action or proceeding is brought against Landlord for any claim against which Tenant is obligated to indemnify Landlord hereunderSUSPENDED OR TERMINATED UNDER THIS AGREEMENT, Tenant upon notice from Landlord shall defend such action or proceeding at Tenant’s sole expense by counsel selected by Landlord. The provisions of this Section 19.2 shall survive the expiration of this Lease with respect to any claim or liability occurring prior to such expiration or terminationTHE NOTES OR THE OTHER DOCUMENTS OR AS A RESULT OF ANY OTHER TRANSACTION CONTEMPLATED HEREUNDER OR THEREUNDER.

Fees and Expenses; Indemnity. 19.1 If Tenant shall default in the performance of its obligations under this Lease beyond applicable notice and cure periods, if any, Landlord at any time thereafter and without notice may remedy such default for Tenant’s account and at Tenant’s expense without thereby waiving such default or any rights or remedies of Landlord on account of such default. Except as otherwise specifically provided in this Lease, Tenant shall pay to Landlord within five (5) days after delivery by Landlord to Tenant of bills or statements therefor: (a) sums equal TALF LLC agrees to all expenditures made and monetary obligations incurred by Landlord, including without limitation expenditures made and obligations incurred for reasonable counsel fees, pay to the Administrator in connection accordance with the remedying by Landlord Waterfall, such fees for Tenant’s account its services as are required to be paid pursuant to the immediately preceding sentence; Fee Letter. (b) sums equal to all losses, costs, liabilities, damages and expenses referred to in Section 19.2; (c) sums equal to all expenditures made and monetary obligations incurred by Landlord, including without limitation expenditures made and obligations incurred for reasonable counsel fees and disbursements and court costs, in collecting or attempting to collect the Base Rent, any Additional Charges or any other sum of money accruing under this Lease or in enforcing or attempting to enforce any rights of Landlord under this Lease or pursuant to law, provided that Landlord shall not be entitled to such fees if a court of law determines (after expiration of appeals therefrom) that Landlord’s attempted enforcement was without merit; and (d) all other sums of money accruing from Tenant to Landlord under the provisions of this Lease. Tenant’s obligations under this Section 19.1 shall survive the termination of this Lease. 19.2 Except to the extent of claims or liabilities resulting from the gross negligence or willful misconduct of Landlord or Landlord’s Representatives, Tenant TALF LLC agrees to indemnify Landlord the Administrator and Landlord’s Representativeseach of its Related Parties (each such Person being called an “Indemnitee”) against, defend against and save Landlord and Landlord’s Representatives to hold each Indemnitee harmless from from, any and all losses, claims, judgmentsdamages, costs, liabilities, damages liabilities and related expenses, including without limitation penalties, fines and reasonable counsel fees fees, charges and disbursements and court costsdisbursements, incurred by or asserted against any Indemnitee arising out of, in any way connected with or as a result of (A) the execution or delivery of this Agreement or any agreement or instrument contemplated hereby, the performance by the parties thereto of their respective obligations hereunder or the consummation of the transactions contemplated hereby or (B) any claim, litigation, investigation or proceeding relating to the foregoing, whether or not any Indemnitee is a party thereto (and regardless of whether such matter is initiated by a third party or by TALF LLC or any of its Affiliates); provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted primarily from the bad faith, negligence or willful misconduct of such Indemnitee; provided further that TALF LLC shall not be obligated to pay, indemnify or hold harmless any Indemnitee if such Indemnitee (i) does not provide reasonably prompt notice to TALF LLC (with a copy to the Managing Member) of any claim for which indemnification is sought or (ii) admits any liability or incurs any significant expenses after receiving actual written notice of the claim (which is sufficiently specific to give reasonable notice of the existence of the claims and the expenses of such legal proceedings), or agrees to any settlement without the prior written consent of TALF LLC. TALF LLC may, in its sole discretion and at its expense, control the defense of the claim including, without limitation, designating counsel for the Indemnitees and controlling all negotiations, litigation, arbitration, settlements, compromises and appeals of any claim; provided, that if in the reasonable determination of an Indemnitee there exists a conflict of interest by reason of common representation such Indemnitee shall have the right to appoint separate counsel. (c) All amounts payable under this Section shall be payable in accordance with the Waterfall. Any request for payment under this Article 5 must be (i) for expenses incurred no later than two Business Days prior to the Payment Determination Date and (ii) received by TALF LLC and the Managing Member no later than the Payment Determination Date, so as to be paid in connection with or arising from payments to be made on the next succeeding Payment Date. (d) To the extent permitted by applicable law, no party shall assert, and each hereby waives, and no party shall have any cause whatsoever inobligation with respect to, any claim against any other party, on any theory of liability, for special, indirect, exemplary, punitive or about consequential damages of any kind whatsoever (including for lost profits) (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, or the Premisestransactions contemplated hereby. (e) Notwithstanding anything to the contrary herein, including without limiting the generality provisions of this Section 5.05 shall remain operative and in full force and effect regardless of the foregoing: (a) any default expiration of the term of this Agreement, the consummation of the transactions contemplated hereby or by Tenant in the observance or performance Credit Agreement, the repayment of any of the termsSecured Obligations, covenants the invalidity or conditions unenforceability of any term or provision of this Lease Agreement or the Credit Agreement or any other Transaction Document or any investigation made by or on Tenant’s part to be observed or performed, or (b) the use or occupancy or manner of use or occupancy behalf of the Premises by Tenant or any person or entity claiming through or under TenantLenders, or (c) TALF LLC, the condition of the Premises or any occurrence or happening on the Premises from any cause whatsoever, and/or (e) any acts, omissions or negligence of Tenant or any person or entity claiming through or under Tenant, or of the contractors, agents, servants, employees, visitors or licensees of Tenant or any such person or entity, in, on or about the Premises Managing Member or the Building, either prior to the commencement of, during, or after the expiration of the Term, including without limitation any acts, omissions or negligence in the making or performing of any Alterations. In the event any action or proceeding is brought against Landlord for any claim against which Tenant is obligated to indemnify Landlord hereunder, Tenant upon notice from Landlord shall defend such action or proceeding at Tenant’s sole expense by counsel selected by Landlord. The provisions of this Section 19.2 shall survive the expiration of this Lease with respect to any claim or liability occurring prior to such expiration or terminationControlling Party.

Fees and Expenses; Indemnity. 19.1 If Tenant shall default in the performance of its obligations under this Lease beyond applicable notice and cure periods, if any, Landlord at any time thereafter and without notice may remedy such default for Tenant’s account and at Tenant’s expense without thereby waiving such default or any rights or remedies of Landlord on account of such default. Except as otherwise specifically provided in this Lease, Tenant shall pay to Landlord within five (5) days after delivery by Landlord to Tenant of bills or statements therefor: (a) sums equal EACH OBLIGOR SHALL INDEMNIFY AND HOLD HARMLESS THE INDEMNITEES AGAINST ANY CLAIMS THAT MAY BE INCURRED BY OR ASSERTED AGAINST ANY INDEMNITEE, INCLUDING CLAIMS ASSERTED BY ANY OBLIGOR OR OTHER PERSON OR ARISING FROM THE NEGLIGENCE OF AN INDEMNITEE. In no event shall any party to all expenditures made and monetary obligations incurred a Financing Document have any obligation thereunder to indemnify or hold harmless an Indemnitee with respect to a Claim that is determined in a final, non-appealable judgment by Landlord, including without limitation expenditures made and obligations incurred for reasonable counsel fees, in connection with the remedying by Landlord for Tenant’s account pursuant to the immediately preceding sentence; (b) sums equal to all losses, costs, liabilities, damages and expenses referred to in Section 19.2; (c) sums equal to all expenditures made and monetary obligations incurred by Landlord, including without limitation expenditures made and obligations incurred for reasonable counsel fees and disbursements and court costs, in collecting or attempting to collect the Base Rent, any Additional Charges or any other sum of money accruing under this Lease or in enforcing or attempting to enforce any rights of Landlord under this Lease or pursuant to law, provided that Landlord shall not be entitled to such fees if a court of law determines (after expiration of appeals therefrom) that Landlord’s attempted enforcement was without merit; and (d) all other sums of money accruing from Tenant competent jurisdiction to Landlord under the provisions of this Lease. Tenant’s obligations under this Section 19.1 shall survive the termination of this Lease. 19.2 Except to the extent of claims or liabilities resulting result from the gross negligence or willful misconduct of Landlord or Landlord’s Representativessuch Indemnitee. (b) Obligors shall pay all Extraordinary Expenses promptly upon request. Obligors shall also reimburse the Secured Parties for all reasonable and documented out-of-pocket legal, Tenant agrees to indemnify Landlord accounting, appraisal, consulting, and Landlord’s Representatives, defend against and save Landlord and Landlord’s Representatives harmless from any and all losses, claims, judgments, costs, liabilities, damages and expenses, including without limitation penalties, fines and reasonable counsel other fees and disbursements and court costs, expenses incurred by it in connection with or arising from (i) negotiation and preparation of any cause whatsoever in, on or about the PremisesFinancing Document, including without limiting the generality any modification thereof; (ii) administration of and actions relating to any Collateral, Financing Documents and transactions contemplated thereby, including any actions taken to perfect or maintain priority of the foregoing: Collateral Agent’s Liens on any Collateral, to maintain any insurance required hereunder or to verify Collateral; and (aiii) any default by Tenant in the observance examination or performance of any of the terms, covenants or conditions of this Lease on Tenant’s part to be observed or performed, or (b) the use or occupancy or manner of use or occupancy of the Premises by Tenant or any person or entity claiming through or under Tenant, or (c) the condition of the Premises or any occurrence or happening on the Premises from any cause whatsoever, and/or (e) any acts, omissions or negligence of Tenant or any person or entity claiming through or under Tenant, or of the contractors, agents, servants, employees, visitors or licensees of Tenant or any such person or entity, in, on or about the Premises or the Building, either prior to the commencement of, during, or after the expiration of the Term, including without limitation any acts, omissions or negligence in the making or performing of any Alterations. In the event any action or proceeding is brought against Landlord for any claim against which Tenant is obligated to indemnify Landlord hereunder, Tenant upon notice from Landlord shall defend such action or proceeding at Tenant’s sole expense by counsel selected by Landlord. The provisions of this Section 19.2 shall survive the expiration of this Lease appraisal with respect to any claim Obligor or liability occurring Collateral by the Collateral Agent’s personnel or a third party. All reasonable and documented out-of-pocket legal, accounting and consulting fees shall be charged to the Obligors by the Secured Parties’ professionals at their full hourly rates, regardless of any alternative fee arrangements that any Secured Party or any of its Affiliates may have with such professionals that otherwise might apply to this or any other transaction. The Obligors acknowledge that counsel may provide the Secured Parties with a benefit (such as a discount, credit or accommodation for other matters) based on counsel’s overall relationship with the Secured Parties, including fees paid hereunder. All amounts payable by the Obligors under this Section 10.16 shall be due on demand. (c) Notwithstanding paragraphs (a) and (b) above, with respect to any expenses and legal fees incurred by the Cowen Parties in connection with the preparation execution and delivery of this Agreement, the other Financing Documents and the issuance of the securities issuable hereunder, in each case on or prior to such expiration Initial Closing, the Obligors’ indemnification and reimbursement obligations under paragraphs (a) and (b) above shall be capped at the amounts and subject to the terms agreed by the Company and the Cowen Parties, it being understood, for the avoidance of doubt, that this paragraph (c) does in no way limit or terminationotherwise restrict the Cowen Parties’ ability to claim indemnification and/or reimbursement with respect to liabilities incurred or otherwise accrued after Initial Closing.

Fees and Expenses; Indemnity. 19.1 If Tenant shall default in the performance Grantor will pay all appraisal fees, recording fees, taxes, brokerage fees and commissions, abstract and other records search fees, attorneys' fees and expenses and all other costs and expenses of its obligations under this Lease beyond applicable notice and cure periods, if any, Landlord at any time thereafter and without notice may remedy such default for Tenant’s account and at Tenant’s expense without thereby waiving such default or any rights or remedies of Landlord on account of such default. Except as otherwise specifically provided in this Lease, Tenant shall pay to Landlord within five (5) days after delivery by Landlord to Tenant of bills or statements therefor: (a) sums equal to all expenditures made and monetary obligations every character incurred by Landlord, including without limitation expenditures made and obligations incurred for reasonable counsel fees, Grantor or Noteholder in connection with the remedying closing of the loan or loans evidenced by Landlord for Tenant’s account pursuant to the immediately preceding sentence; (b) sums equal to all losses, costs, liabilities, damages Loan Documents and expenses referred to in Section 19.2; (c) sums equal to all expenditures made and monetary obligations incurred by Landlord, including without limitation expenditures made and obligations incurred for reasonable counsel fees and disbursements and court costs, in collecting or attempting to collect the Base Rent, any Additional Charges or any other sum of money accruing under this Lease or in enforcing or attempting to enforce any rights of Landlord under this Lease or pursuant to law, provided that Landlord shall not be entitled to such fees if a court of law determines (after expiration of appeals therefrom) that Landlord’s attempted enforcement was without merit; and (d) all other sums of money accruing from Tenant to Landlord under the provisions of this Lease. Tenant’s obligations under this Section 19.1 shall survive the termination of this Lease. 19.2 Except to the extent of claims or liabilities resulting from the gross negligence or willful misconduct of Landlord or Landlord’s Representatives, Tenant agrees to indemnify Landlord and Landlord’s Representatives, defend against and save Landlord and Landlord’s Representatives harmless from any and all lossesamendments, claimssupplements or modifications to such loan transaction or transactions. Grantor will reimburse Trustee and Noteholder for all expenditures, judgments, costs, liabilities, damages including reasonable attorneys' fees and expenses, including without limitation penalties, fines and reasonable counsel fees and disbursements and court costs, incurred or expended in connection with (i) the breach by Grantor of any covenant, agreement or arising from condition contained herein or in any cause whatsoever inother Loan Document, on or about the Premises, including without limiting the generality of the foregoing: (aii) any default by Tenant in the observance or performance Noteholder's exercise of any of the termsits rights and remedies hereunder or under any other Loan Document, covenants or conditions of this Lease on Tenant’s part to be observed or performed, or and (biii) the use or occupancy or manner of use or occupancy protection of the Premises by Tenant or any person or entity claiming through or under TenantProperty and/or Noteholder's liens and security interests therein. GRANTOR WILL INDEMNIFY AND HOLD HARMLESS TRUSTEE AND NOTEHOLDER (FOR PURPOSES OF THIS PARAGRAPH, or THE TERMS "TRUSTEE" AND "NOTEHOLDER" SHALL INCLUDE THE DIRECTORS, OFFICERS, PARTNERS, EMPLOYEES AND AGENTS OF TRUSTEE AND NOTEHOLDER, RESPECTIVELY,(AND ANY PERSONS OR ENTITIES OWNED OR CONTROLLED BY OR AFFILIATED WITH TRUSTEE AND NOTEHOLDER, RESPECTIVELY) FROM AND AGAINST ALL CLAIMS, DEMANDS, LIABILITIES, LOSSES, DAMAGES (cINCLUDING WITHOUT LIMITATION CONSEQUENTIAL DAMAGES), CAUSES OF ACTION, JUDGMENTS, PENALTIES, COSTS AND EXPENSES (INCLUDING WITHOUT LIMITATION REASONABLE ATTORNEYS' FEES AND EXPENSES) the condition of the Premises or any occurrence or happening on the Premises from any cause whatsoeverWHICH MAY BE IMPOSED UPON, and/or ASSERTED AGAINST OR INCURRED OR PAID BY EITHER OF THEM ON ACCOUNT OF, IN CONNECTION WITH, OR ARISING OUT OF (eA) any actsANY BODILY INJURY OR DEATH OR PROPERTY DAMAGE OCCURRING IN OR UPON OR IN THE VICINITY OF THE PROPERTY THROUGH ANY CAUSE WHATSOEVER, omissions or negligence of Tenant or any person or entity claiming through or under Tenant(B) ANY ACT PERFORMED OR OMITTED TO BE PERFORMED HEREUNDER OR THE BREACH OF ANY REPRESENTATION OR WARRANTY HEREIN, or of the contractors(C) THE EXERCISE OF NOTEHOLDER'S RIGHTS AND REMEDIES HEREUNDER OR UNDER ANY OTHER LOAN DOCUMENT, agents(D) ANY TRANSACTION, servantsACT, employeesOMISSION, visitors or licensees of Tenant or any such person or entityEVENT OR CIRCUMSTANCE ARISING OUT OF OR IN ANY WAY CONNECTED WITH THE PROPERTY OR WITH THIS MORTGAGE OR ANY OTHER LOAN DOCUMENT, in(E) ANY VIOLATION ON OR BEFORE THE RELEASE DATE (AS HEREINAFTER DEFINED) OF ANY APPLICABLE ENVIRONMENTAL LAW IN EFFECT ON OR BEFORE THE RELEASE DATE, on or about the Premises or the Building(F) ANY ACT, either prior to the commencement ofOMISSION, duringEVENT OR CIRCUMSTANCE EXISTING OR OCCURRING ON OR PRIOR TO THE RELEASE DATE (INCLUDING WITHOUT LIMITATION THE PRESENCE ON THE PROPERTY OR THE ASSOCIATED PROPERTY OR RELEASE FROM THE PROPERTY OR THE ASSOCIATED PROPERTY OF HAZARDOUS SUBSTANCES OR SOLID WASTES DISPOSED OF OR OTHERWISE RELEASED ON OR PRIOR TO THE RELEASE DATE), or after the expiration of the TermRESULTING FROM OR IN CONNECTION WITH THE OWNERSHIP, including without limitation any actsCONSTRUCTION, omissions or negligence in the making or performing of any AlterationsOCCUPANCY, OPERATION, USE AND/OR MAINTENANCE OF THE PROPERTY OR THE ASSOCIATED PROPERTY, REGARDLESS OF WHETHER THE ACT, OMISSION, EVENT OR CIRCUMSTANCE CONSTITUTED A VIOLATION OF ANY APPLICABLE ENVIRONMENTAL LAW AT THE TIME OF ITS EXISTENCE OR OCCURRENCE, AND (G) ANY AND ALL CLAIMS OR PROCEEDINGS (WHETHER BROUGHT BY PRIVATE PARTY OR GOVERNMENTAL AGENCIES) FOR BODILY INJURY, PROPERTY DAMAGE, ABATEMENT OR REMEDIATION, ENVIRONMENTAL DAMAGE OR IMPAIRMENT OR ANY OTHER INJURY OR DAMAGE RESULTING FROM OR RELATING TO ANY HAZARDOUS OR TOXIC SUBSTANCE, SOLID WASTE OR CONTAMINATED MATERIAL LOCATED UPON OR MIGRATING INTO, FROM OR THROUGH THE PROPERTY OR THE ASSOCIATED PROPERTY (WHETHER OR NOT THE RELEASE OF SUCH MATERIALS WAS CAUSED BY GRANTOR, A TENANT OR SUBTENANT OR A PRIOR OWNER OR TENANT OR SUBTENANT ON THE PROPERTY OR THE ASSOCIATED PROPERTY AND WHETHER OR NOT THE ALLEGED LIABILITY IS ATTRIBUTABLE TO THE HANDLING, STORAGE, GENERATION, TRANSPORTATION, REMOVAL OR DISPOSAL OF SUCH SUBSTANCE, WASTE OR MATERIAL OR THE MERE PRESENCE OF SUCH SUBSTANCE, WASTE OR MATERIAL ON THE PROPERTY OR THE ASSOCIATED PROPERTY), WHICH THE NOTEHOLDER AND/OR THE TRUSTEE MAY INCUR DUE TO THE MAKING OF THE LOAN EVIDENCED BY THE NOTE, THE EXERCISE OF ANY OF THEIR RIGHTS UNDER THE LOAN DOCUMENTS OR OTHERWISE. In the event any action or proceeding is brought against Landlord for any claim against which Tenant is obligated to indemnify Landlord hereunderTHE "RELEASE DATE" AS USED HEREIN SHALL MEAN THE EARLIER OF THE FOLLOWING TWO DATES: (i) THE DATE ON WHICH THE INDEBTEDNESS SECURED HEREBY HAVE BEEN PAID AND PERFORMED IN FULL AND THIS MORTGAGE HAS BEEN RELEASED, Tenant upon notice from Landlord shall defend such action or proceeding at Tenant’s sole expense by counsel selected by LandlordOR (ii) THE DATE ON WHICH THE LIEN OF THIS MORTGAGE IS FORECLOSED OR A DEED IN LIEU OF SUCH FORECLOSURE IS FULLY EFFECTIVE. The provisions of this Section 19.2 shall survive the expiration of this Lease with respect to any claim or liability occurring prior to such expiration or termination.WITHOUT LIMITATION, IT IS THE INTENTION OF GRANTOR AND GRANTOR AGREES THAT THE FOREGOING INDEMNITIES SHALL APPLY TO EACH INDEMNIFIED PARTY WITH RESPECT TO CLAIMS, DEMANDS, LIABILITIES, LOSSES, DAMAGES, CAUSES OF ACTION, JUDGMENTS, PENALTIES, COSTS AND EXPENSES (INCLUDING WITHOUT LIMITATION REASONABLE ATTORNEYS' FEES) WHICH IN WHOLE OR IN PART ARE CAUSED BY OR ARISE OUT OF THE NEGLIGENCE OF SUCH (AND/OR ANY OTHER) INDEMNIFIED PARTY. HOWEVER, SUCH INDEMNITIES SHALL NOT APPLY TO ANY PARTICULAR INDEMNIFIED PARTY (BUT SHALL APPLY TO THE OTHER INDEMNIFIED PARTIES) TO THE EXTENT THE SUBJECT OF THE INDEMNIFICATION IS CAUSED BY OR ARISES OUT OF THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF SUCH PARTICULAR INDEMNIFIED PARTY. THE FOREGOING INDEMNITIES SHALL NOT TERMINATE UPON THE RELEASE DATE OR UPON THE RELEASE, FORECLOSURE OR OTHER TERMINATION OF THIS MORTGAGE BUT WILL SURVIVE THE RELEASE DATE, FORECLOSURE OF THIS MORTGAGE OR CONVEYANCE IN LIEU OF FORECLOSURE, AND THE REPAYMENT OF THE SECURED INDEBTEDNESS AND THE DISCHARGE AND RELEASE OF THIS MORTGAGE AND THE OTHER LOAN DOCUMENTS. ANY AMOUNT TO BE PAID HEREUNDER BY GRANTOR TO NOTEHOLDER AND/OR TRUSTEE SHALL BE A DEMAND OBLIGATION OWING BY GRANTOR TO NOTEHOLDER AND/OR TRUSTEE AND SHALL BE SUBJECT TO AND COVERED BY THE PROVISIONS OF PARAGRAPH 2.3

Fees and Expenses; Indemnity. 19.1 (a) The Company agrees to pay to the Escrow Agent an annual fee in the amount of $5,000 for the Escrow Agent's services under this Agreement, which fee shall be payable in advance for two years, and if any Escrow Shares are held in escrow on August 1, 2000, on such date the Company agrees to pay such annual fee in advance for the third year of this Agreement. If Tenant all remaining Escrow Shares are released prior to the end of such three-year period, 30 days following such final release the Escrow Agent will refund a pro rata portion of such pre-paid fees, less any amounts due to the Escrow Agent for its expenses pursuant to this Section 14(a) or for any amounts due pursuant to Section 14(b). In the event the Escrow Agent resigns, the Escrow Agent shall default refund a pro rata portion of such fee to the Company, less any amounts due to the Escrow Agent pursuant to the following sentence of this Section 14(a) or Section 14(b). In addition, the Company agrees to reimburse the Escrow Agent for all of its reasonable out-of-pocket expenses incurred in connection with the performance of its obligations services under this Lease beyond applicable notice and cure periods, if any, Landlord at any time thereafter and without notice may remedy such default for Tenant’s account and at Tenant’s expense without thereby waiving such default or any rights or remedies of Landlord on account of such defaultAgreement. Except as otherwise specifically provided in this Lease, Tenant shall The Buyer agrees to pay to Landlord within five (5) days after delivery the Escrow Agent any fees and expenses of the Escrow Agent which are not paid when due by Landlord to Tenant of bills or statements therefor: (a) sums equal to all expenditures made and monetary obligations incurred by Landlord, including without limitation expenditures made and obligations incurred for reasonable counsel fees, in connection with the remedying by Landlord for Tenant’s account pursuant to the immediately preceding sentence; Company. (b) sums equal In addition to the amounts payable pursuant to Section 14(a), the Company and the Buyer jointly and severally agree to pay or reimburse the Escrow Agent for, and to indemnify and hold harmless the Escrow Agent from, any and all losses, costsclaims, liabilities, damages and costs or expenses referred in any way arising from or relating to in Section 19.2; (c) sums equal the duties or performance of the Escrow Agent hereunder other than any such claim, liability, cost or expense to all expenditures made and monetary obligations incurred the extent the same shall have been determined by Landlordfinal, including without limitation expenditures made and obligations incurred for reasonable counsel fees and disbursements and court costs, in collecting or attempting to collect the Base Rent, any Additional Charges or any other sum unappealable judgment of money accruing under this Lease or in enforcing or attempting to enforce any rights of Landlord under this Lease or pursuant to law, provided that Landlord shall not be entitled to such fees if a court of law determines (after expiration of appeals therefrom) that Landlord’s attempted enforcement was without merit; and (d) all other sums of money accruing from Tenant competent jurisdiction to Landlord under the provisions of this Lease. Tenant’s obligations under this Section 19.1 shall survive the termination of this Lease. 19.2 Except to the extent of claims or liabilities resulting have resulted from the gross negligence or willful misconduct of Landlord or Landlord’s Representatives, Tenant agrees to indemnify Landlord and Landlord’s Representatives, defend against and save Landlord and Landlord’s Representatives harmless from any and all losses, claims, judgments, costs, liabilities, damages and expenses, including without limitation penalties, fines and reasonable counsel fees and disbursements and court costs, incurred in connection with or arising from any cause whatsoever in, on or about the Premises, including without limiting the generality of the foregoing: (a) any default by Tenant in the observance or performance of any of the terms, covenants or conditions of this Lease on Tenant’s part to be observed or performed, or (b) the use or occupancy or manner of use or occupancy of the Premises by Tenant or any person or entity claiming through or under Tenant, or (c) the condition of the Premises or any occurrence or happening on the Premises from any cause whatsoever, and/or (e) any acts, omissions or negligence of Tenant or any person or entity claiming through or under Tenant, or of the contractors, agents, servants, employees, visitors or licensees of Tenant or any such person or entity, in, on or about the Premises or the Building, either prior to the commencement of, during, or after the expiration of the Term, including without limitation any acts, omissions or negligence in the making or performing of any Alterations. In the event any action or proceeding is brought against Landlord for any claim against which Tenant is obligated to indemnify Landlord hereunder, Tenant upon notice from Landlord shall defend such action or proceeding at Tenant’s sole expense by counsel selected by Landlord. The provisions of this Section 19.2 shall survive the expiration of this Lease with respect to any claim or liability occurring prior to such expiration or terminationEscrow Agent.

Fees and Expenses; Indemnity. 19.1 If Tenant shall default in the performance of its obligations under this Lease beyond applicable notice and cure periods, if any, Landlord at any time thereafter and without notice may remedy such default for Tenant’s account and at Tenant’s expense without thereby waiving such default or any rights or remedies of Landlord on account of such default. Except as otherwise specifically provided in this Lease, Tenant shall pay to Landlord within five (5) days after delivery by Landlord to Tenant of bills or statements therefor: (a) sums equal to Seller will pay its own legal and accounting fees and other costs incurred in respect of this Agreement, the other Transaction Documents and this facility. Seller will promptly pay all expenditures made out-of-pocket costs and monetary obligations expenses reasonably incurred by LandlordAdministrative Agent, including without limitation expenditures made and obligations incurred for reasonable counsel attorneys’ fees, in connection with (i) preparation, negotiation, and documentation of this Agreement and the remedying other Transaction Documents, (ii) administration of this Agreement and the other Transaction Documents and any amendment or waiver thereto and purchase and resale of Mortgage Loans by Landlord Administrative Agent and/or Buyers hereunder, (iii) protection of the Purchased Mortgage Loans (including all costs of filing or recording any assignments, financing statements, amendments and other documents) and (iv) up to Fifteen Thousand Dollars ($15,000) per year of Administrative Agent’s expenses for Tenantperformance of due diligence and audits in respect of Mortgage Loans purchased or proposed for purchase hereunder and Xxxxxx’s account pursuant business and finances, by Administrative Agent or any agent of Administrative Agent, conducted after the date hereof. Seller will promptly pay all out-of-pocket costs and expenses reasonably incurred by Administrative Agent and Xxxxxx, including reasonable attorneys’ fees, in connection with enforcement of Administrative Agent’s and Xxxxx’s rights hereunder and under any other Transaction Document (including costs and expenses suffered or incurred by Buyer in connection with any Act of Insolvency related to the immediately preceding sentence; Seller, appeals and any anticipated post-judgment collection services). (b) sums equal In addition to all its other rights hereunder, Seller shall indemnify Buyers, Administrative Agent, their Affiliates and Subsidiaries and their respective directors, officers, attorneys, agents, advisors and employees (each, an “Indemnified Party” and collectively, the “Indemnified Parties”) against, and hold each of them harmless from, any losses, costs, third-party liabilities, damages damages, claims and actual and documented out-of-pocket costs and expenses referred to in Section 19.2; (cincluding reasonable attorneys’ fees and disbursements) sums equal to all expenditures made and monetary obligations suffered or incurred by Landlord, including without limitation expenditures made and obligations incurred for reasonable counsel fees and disbursements and court costs, in collecting any Indemnified Party (“Losses”) relating to or attempting to collect the Base Rentarising out of this Agreement, any Additional Charges other Transaction Document or any other sum related document, or any transaction contemplated hereby or thereby, any use or proposed use of money accruing under this Lease proceeds thereof, any amendment or waiver thereof or any breach of any covenant, representation or warranty contained in any of such documents, or arising out of, resulting from, or in enforcing any manner connected with, the purchase by Buyers and Administrative Agent of any Mortgage Loan or attempting to enforce the servicing of any rights of Landlord under this Lease Purchased Mortgage Loans by Seller or pursuant to law, any Subservicer; provided that Landlord Seller shall not be entitled required to such fees if a court of law determines (after expiration of appeals therefrom) that Landlord’s attempted enforcement was without merit; and (d) all other sums of money accruing from Tenant to Landlord under the provisions of this Lease. Tenant’s obligations under this Section 19.1 shall survive the termination of this Lease. 19.2 Except indemnify any Indemnified Party to the extent of claims or liabilities resulting such Losses result from the gross negligence or willful misconduct of Landlord or Landlord’s Representatives, Tenant agrees to indemnify Landlord and Landlord’s Representatives, defend against and save Landlord and Landlord’s Representatives harmless from any and all losses, claims, judgments, costs, liabilities, damages and expenses, including without limitation penalties, fines and reasonable counsel fees and disbursements and court costs, incurred in connection with or arising from any cause whatsoever in, on or about the Premises, including without limiting the generality of the foregoing: (a) any default by Tenant in the observance or performance of any of the terms, covenants or conditions of this Lease on Tenant’s part to be observed or performed, or (b) the use or occupancy or manner of use or occupancy of the Premises by Tenant or any person or entity claiming through or under Tenant, or (c) the condition of the Premises or any occurrence or happening on the Premises from any cause whatsoever, and/or (e) any acts, omissions or negligence of Tenant or any person or entity claiming through or under Tenant, or of the contractors, agents, servants, employees, visitors or licensees of Tenant or any such person or entity, in, on or about the Premises or the Building, either prior to the commencement of, during, or after the expiration of the Term, including without limitation any acts, omissions or negligence in the making or performing of any Alterations. In the event any action or proceeding is brought against Landlord for any claim against which Tenant is obligated to indemnify Landlord hereunder, Tenant upon notice from Landlord shall defend such action or proceeding at Tenant’s sole expense by counsel selected by LandlordIndemnified Party. The provisions of this Section 19.2 16 shall survive the expiration termination of this Lease with respect to any claim or liability occurring prior to such expiration or terminationAgreement.

Fees and Expenses; Indemnity. 19.1 If Tenant shall default in the performance of its obligations under this Lease beyond applicable notice and cure periods, if any, Landlord at any time thereafter and without notice may remedy such default for Tenant’s account and at Tenant’s expense without thereby waiving such default or any rights or remedies of Landlord on account of such default. Except as otherwise specifically provided in this Lease, Tenant shall pay to Landlord within five (5) days after delivery by Landlord to Tenant of bills or statements therefor: (a) sums equal to all expenditures made The fees of the Escrow Agent as described on Annex D and monetary obligations the reasonable costs and expenses actually incurred by Landlordthe Escrow Agent for its services in respect of the Escrow Funds hereunder (collectively, the “Escrow Agent Fees and Expenses”) shall be paid fifty percent (50%) out of the General Escrow Fund and fifty percent (50%) by Acquiror. The Escrow Agent Fees and Expenses shall be deducted fifty percent (50%) from the General Escrow Fund and fifty percent (50%) paid by Acquiror fifteen (15) Business Days following delivery of an invoice therefore to the Acquiror and the Company unless the Acquiror or the Company objects in writing to the Escrow Agent Fees and Expenses within such fifteen (15) Business Day period. (b) The Company and the Acquiror, jointly and severally, hereby agree to indemnify Escrow Agent for, and to hold it harmless against, any loss, liability or reasonable expense (including without limitation expenditures made reasonable attorneys’ fees and obligations expenses) actually incurred for reasonable counsel feesby the Escrow Agent, arising out of or in connection with its entering into this Escrow Agreement and carrying out its duties hereunder, including the remedying by Landlord for Tenant’s account pursuant to the immediately preceding sentence; (b) sums equal to all losses, costs, liabilities, damages reasonable costs and expenses referred to in Section 19.2of defending itself from any claim or liability; (c) sums equal to all expenditures made and monetary obligations incurred by Landlordprovided, including without limitation expenditures made and obligations incurred for reasonable counsel fees and disbursements and court costshowever, in collecting or attempting to collect that the Base Rent, any Additional Charges or any other sum of money accruing under this Lease or in enforcing or attempting to enforce any rights of Landlord under this Lease or pursuant to law, provided that Landlord Escrow Agent shall not be entitled to such fees if a court indemnification hereunder for losses, liabilities and expenses which arise out of law determines (after expiration the willful misconduct, gross negligence or material breach of appeals therefrom) this Escrow Agreement by the Escrow Agent. The Company and the Acquiror agree that Landlord’s attempted enforcement was without merit; and (d) all other sums of money accruing from Tenant any payments made to Landlord the Escrow Agent under the provisions indemnification obligation in the immediately preceding sentence, whether made by the Company on the one hand, or the Acquiror, on the other hand, or both, are to be borne in equal amounts by the Company on the one hand, or the Acquiror, on the other hand, and hereby grant to each other a right of contribution to effect the same. Notwithstanding the foregoing, nothing in this LeaseEscrow Agreement shall derogate from the indemnification rights or obligations of any party to the Asset Purchase Agreement. Tenant’s obligations under this Section 19.1 The agreements contained in the three immediately preceding sentences shall survive the despite any termination of this Lease. 19.2 Except to Escrow Agreement or the extent of claims resignation or liabilities resulting from the gross negligence or willful misconduct of Landlord or Landlord’s Representatives, Tenant agrees to indemnify Landlord and Landlord’s Representatives, defend against and save Landlord and Landlord’s Representatives harmless from any and all losses, claims, judgments, costs, liabilities, damages and expenses, including without limitation penalties, fines and reasonable counsel fees and disbursements and court costs, incurred in connection with or arising from any cause whatsoever in, on or about the Premises, including without limiting the generality removal of the foregoing: (a) any default by Tenant in the observance or performance of any of the terms, covenants or conditions of this Lease on Tenant’s part to be observed or performed, or (b) the use or occupancy or manner of use or occupancy of the Premises by Tenant or any person or entity claiming through or under Tenant, or (c) the condition of the Premises or any occurrence or happening on the Premises from any cause whatsoever, and/or (e) any acts, omissions or negligence of Tenant or any person or entity claiming through or under Tenant, or of the contractors, agents, servants, employees, visitors or licensees of Tenant or any such person or entity, in, on or about the Premises or the Building, either prior to the commencement of, during, or after the expiration of the Term, including without limitation any acts, omissions or negligence in the making or performing of any Alterations. In the event any action or proceeding is brought against Landlord for any claim against which Tenant is obligated to indemnify Landlord hereunder, Tenant upon notice from Landlord shall defend such action or proceeding at Tenant’s sole expense by counsel selected by Landlord. The provisions of this Section 19.2 shall survive the expiration of this Lease with respect to any claim or liability occurring prior to such expiration or terminationEscrow Agent.

Fees and Expenses; Indemnity. 19.1 If Tenant (a) Notwithstanding anything in this Section 13 to the contrary, the Trustee is authorized to deduct from earnings on the Trust Amount an acceptance fee of $10,000, and an annual fee of $25,000, both payable upon execution of this Trust Agreement. The annual fee will be payable thereafter on each anniversary of the execution of this Trust Agreement. The Trustee also shall default be entitled to receive reasonable and customary out-of-pocket expenses incurred in connection with the performance of its obligations under this Lease beyond applicable notice duties hereunder. The fees, costs and cure periods, if any, Landlord at any time thereafter and without notice may remedy such default for Tenant’s account and at Tenant’s expense without thereby waiving such default or any rights or remedies of Landlord on account of such default. Except as otherwise specifically provided expenses described in this LeaseSection 13(a) shall be referred to herein as "FEES". (b) The Trustee is authorized to, Tenant and may disburse to itself from the earnings on the Trust Amount, from time to time, the amount of any Fees due and payable to it hereunder. If for any reason such earnings are insufficient to cover such Fees, Settlor shall pay to Landlord within five the following thirty (530) days after delivery by Landlord such amounts to Tenant make up such shortfall to Trustee upon the presentation of bills an itemized invoice. The Trustee shall notify Settlor and Representative of any disbursement from the Trust Assets to itself in respect of any Fees under any provision of this Trust Agreement and shall furnish to Settlor and Representative copies of all related invoices and other statements. (c) Prior to the consummation or statements therefor: termination of the OPA, Settlor shall be liable for and shall reimburse and indemnify Trustee (aand any predecessor Trustee) sums equal to and hold Trustee harmless from and against one-half (1/2) of any and all expenditures made claims, losses, actions, liabilities, costs, damages or expenses (including reasonable attorneys' fees and monetary obligations incurred by Landlord, including without limitation expenditures made and obligations incurred for reasonable counsel fees, expenses) arising from or in connection with Trustee's administration of, or performance of duties and obligations pursuant to, this Trust Agreement; provided, however, that notwithstanding the remedying by Landlord foregoing, Settlor shall not be required to indemnify the Trustee for Tenant’s account pursuant to the immediately preceding sentence; (b) sums equal to all any such claims, losses, actions, liabilities, costs, liabilitiesdamages or expenses caused by its own gross negligence or own willful misconduct. In addition, damages and expenses referred to in Section 19.2; when the Trustee acts on any information, instructions or communications (c) sums equal to all expenditures made and monetary obligations incurred by Landlordincluding, including without limitation expenditures made and obligations incurred for reasonable counsel fees and disbursements and court costsbut not limited to, in collecting or attempting to collect the Base Rent, any Additional Charges or any other sum of money accruing under this Lease or in enforcing or attempting to enforce any rights of Landlord under this Lease or pursuant to law, provided that Landlord shall not be entitled to such fees if a court of law determines (after expiration of appeals therefrom) that Landlord’s attempted enforcement was without merit; and (d) all other sums of money accruing from Tenant to Landlord under the provisions of this Lease. Tenant’s obligations under this Section 19.1 shall survive the termination of this Lease. 19.2 Except communications with respect to the extent delivery of claims securities or liabilities resulting from the wire transfer of funds) sent by telephone, telex or facsimile, the Trustee, absent gross negligence or willful misconduct misconduct, shall not be responsible or liable in the event such communication is not an authorized or authentic communication or is not in the form Settlor sent or intended to send (whether due to fraud, distortion or otherwise). The Trustee shall have the right to offset an amount equal to one- half (1/2) of Landlord or Landlord’s Representativesany indemnifiable claims, Tenant agrees to indemnify Landlord and Landlord’s Representatives, defend against and save Landlord and Landlord’s Representatives harmless from any and all losses, claimsactions, judgmentsliabilities, costs, damages or expenses described above against the Trust Assets. (d) Settlor shall be liable for one hundred percent (100%) of all indemnifiable claims, losses, actions, liabilities, damages and expenses, including without limitation penalties, fines and reasonable counsel fees and disbursements and court costs, incurred damages or expenses described in connection with or arising from any cause whatsoever in, on or about the Premises, including without limiting the generality Section 13(c) above that arise after consummation of the foregoing: OPA (a) any default by Tenant in the observance or performance of any including payment of the terms, covenants Certified Amount to the Paying Agent) or conditions of this Lease on Tenant’s part to be observed or performed, or (b) the use or occupancy or manner of use or occupancy termination of the Premises by Tenant or any person or entity claiming through or under Tenant, or (c) the condition of the Premises or any occurrence or happening on the Premises from any cause whatsoever, and/or OPA. (e) any acts, omissions or negligence of Tenant or any person or entity claiming through or under Tenant, or of the contractors, agents, servants, employees, visitors or licensees of Tenant or any such person or entity, in, on or about the Premises or the Building, either prior Notwithstanding anything in this Section 13 to the commencement ofcontrary, duringall of Settlor's compensation, or after the expiration of the Term, including without limitation any acts, omissions or negligence reimbursement and indemnification obligations set forth in the making or performing of any Alterations. In the event any action or proceeding is brought against Landlord for any claim against which Tenant is obligated to indemnify Landlord hereunder, Tenant upon notice from Landlord shall defend such action or proceeding at Tenant’s sole expense by counsel selected by Landlord. The provisions of this Section 19.2 13 shall survive be payable by Settlor upon demand by the expiration Trustee, and the failure of this Lease Settlor to fund such obligations shall give rise to an additional claim by the Trustee with respect to the earnings on the Trust Amount. The obligations of Settlor under this Section 13 shall survive any claim termination of this Trust Agreement and the resignation or liability occurring prior to such expiration or terminationremoval of Trustee.

Fees and Expenses; Indemnity. 19.1 If Tenant shall default in the performance of its obligations under this Lease beyond applicable notice and cure periods, if any, Landlord at any time thereafter and without notice may remedy such default for Tenant’s account and at Tenant’s expense without thereby waiving such default or any rights or remedies of Landlord on account of such default. Except as otherwise specifically provided in this Lease, Tenant shall pay to Landlord within five (5) days after delivery by Landlord to Tenant of bills or statements therefor: (a) sums equal EACH OBLIGOR SHALL INDEMNIFY AND HOLD HARMLESS THE INDEMNITEES AGAINST ANY CLAIMS THAT MAY BE INCURRED BY OR ASSERTED AGAINST ANY INDEMNITEE, INCLUDING CLAIMS ASSERTED BY ANY OBLIGOR OR OTHER PERSON OR ARISING FROM THE NEGLIGENCE OF AN INDEMNITEE. In no event shall any party to all expenditures made and monetary obligations incurred a Financing Document have any obligation thereunder to indemnify or hold harmless an Indemnitee with respect to a Claim that is determined in a final, non-appealable judgment by Landlord, including without limitation expenditures made and obligations incurred for reasonable counsel fees, in connection with the remedying by Landlord for Tenant’s account pursuant to the immediately preceding sentence; (b) sums equal to all losses, costs, liabilities, damages and expenses referred to in Section 19.2; (c) sums equal to all expenditures made and monetary obligations incurred by Landlord, including without limitation expenditures made and obligations incurred for reasonable counsel fees and disbursements and court costs, in collecting or attempting to collect the Base Rent, any Additional Charges or any other sum of money accruing under this Lease or in enforcing or attempting to enforce any rights of Landlord under this Lease or pursuant to law, provided that Landlord shall not be entitled to such fees if a court of law determines (after expiration of appeals therefrom) that Landlord’s attempted enforcement was without merit; and (d) all other sums of money accruing from Tenant competent jurisdiction to Landlord under the provisions of this Lease. Tenant’s obligations under this Section 19.1 shall survive the termination of this Lease. 19.2 Except to the extent of claims or liabilities resulting result from the gross negligence or willful misconduct of Landlord or Landlord’s Representativessuch Indemnitee. (b) Obligors shall pay all Extraordinary Expenses promptly upon request. Obligors shall also reimburse the Secured Parties for all reasonable and documented out-of-pocket legal, Tenant agrees to indemnify Landlord accounting, appraisal, consulting, and Landlord’s Representatives, defend against and save Landlord and Landlord’s Representatives harmless from any and all losses, claims, judgments, costs, liabilities, damages and expenses, including without limitation penalties, fines and reasonable counsel other fees and disbursements and court costs, expenses incurred by it in connection with or arising from (i) negotiation and preparation of any cause whatsoever in, on or about the PremisesFinancing Document, including without limiting the generality any modification thereof; (ii) administration of and actions relating to any Collateral, Financing Documents and transactions contemplated thereby, including any actions taken to perfect or maintain priority of the foregoing: Collateral Agent’s Liens on any Collateral, to maintain any insurance required hereunder or to verify Collateral; and (aiii) any default by Tenant in the observance examination or performance of any of the terms, covenants or conditions of this Lease on Tenant’s part to be observed or performed, or (b) the use or occupancy or manner of use or occupancy of the Premises by Tenant or any person or entity claiming through or under Tenant, or (c) the condition of the Premises or any occurrence or happening on the Premises from any cause whatsoever, and/or (e) any acts, omissions or negligence of Tenant or any person or entity claiming through or under Tenant, or of the contractors, agents, servants, employees, visitors or licensees of Tenant or any such person or entity, in, on or about the Premises or the Building, either prior to the commencement of, during, or after the expiration of the Term, including without limitation any acts, omissions or negligence in the making or performing of any Alterations. In the event any action or proceeding is brought against Landlord for any claim against which Tenant is obligated to indemnify Landlord hereunder, Tenant upon notice from Landlord shall defend such action or proceeding at Tenant’s sole expense by counsel selected by Landlord. The provisions of this Section 19.2 shall survive the expiration of this Lease appraisal with respect to any claim Obligor or liability occurring Collateral by the Collateral Agent’s personnel or a third party. All reasonable and documented out-of-pocket legal, accounting and consulting fees shall be charged to the Obligors by the Secured Parties’ professionals at their full hourly rates, regardless of any alternative fee arrangements that any Secured Party or any of its Affiliates may have with such professionals that otherwise might apply to this or any other transaction. The Obligors acknowledge that counsel may provide the Secured Parties with a benefit (such as a discount, credit or accommodation for other matters) based on counsel’s overall relationship with the Secured Parties, including fees paid hereunder. All amounts payable by the Obligors under this Section 10.16 shall be due on demand. (c) Notwithstanding paragraphs (a) and (b) above, with respect to any expenses and legal fees incurred by the Xxxxx Parties in connection with the preparation execution and delivery of this Agreement, the other Financing Documents and the issuance of the securities issuable hereunder, in each case on or prior to such expiration Initial Closing, the Obligors’ indemnification and reimbursement obligations under paragraphs (a) and (b) above shall be capped at the amounts and subject to the terms agreed by the Company and the Xxxxx Parties, it being understood, for the avoidance of doubt, that this paragraph (c) does in no way limit or terminationotherwise restrict the Xxxxx Parties’ ability to claim indemnification and/or reimbursement with respect to liabilities incurred or otherwise accrued after Initial Closing.

Fees and Expenses; Indemnity. 19.1 If Tenant (a) Whether or not the transactions contemplated hereby shall default be consummated, Borrower agrees to pay promptly all reasonable out-of-pocket (unless otherwise specifically permitted below) fees, costs and expenses incurred by the Administrative Agent, the Documentation Agent and the Lenders in connection with any matters contemplated by or arising out of this Agreement, the Notes or the Other Documents as set forth below the following, and all such fees, costs and expenses shall be part of the Obligations, payable on demand and secured by the Collateral: (a) reasonable out-of-pocket fees, costs and expenses (including reasonable attorneys' fees) incurred by the Administrative Agent in connection with the examination, review, due diligence investigation, documentation and closing of the transactions contemplated by this Agreement, the Notes and the Other Documents; (b) reasonable fees, costs and expenses of the Administrative Agent (including reasonable attorneys' fees, allocated costs of internal counsel and fees and expenses of accountants retained by the Administrative Agent) incurred in connection with the administration of this Agreement and the Other Documents and any amendments, modifications and waivers relating thereto; (c) reasonable out-of-pocket fees, costs and expenses (including reasonable attorneys' fees and allocated costs of internal counsel) incurred by the Administrative Agent within six (6) months after the Closing Date in connection with the syndication of the Loans; (d) reasonable out-of-pocket fees, costs and expenses incurred in creating, perfecting and maintaining perfection of Encumbrances in favor of the Administrative Agent on behalf of the Lenders, including lien search fees, filing and recording fees, taxes and expenses, title insurance policy fees, fees and expenses of attorneys for providing such opinions as the Administrative Agent may reasonably request and fees and expenses of attorneys to the Administrative Agent; (e) reasonable fees, costs and expenses (including attorneys' fees and allocated costs of internal counsel) incurred in connection with the review, documentation, negotiation, closing and administration of any subordination or intercreditor agreements; (f) reasonable out-of-pocket fees, costs and expenses incurred in connection with forwarding to Borrower the proceeds of Loans including the Administrative Agent's standard wire transfer fee; (g) reasonable out-of-pocket fees, costs, expense and bank charges, including bank charges for returned checks, incurred by the Administrative Agent in establishing, maintaining and handling lock box accounts, blocked accounts or other accounts for collection of the Collateral; and (h) reasonable out-of-pocket fees, costs and expenses of the Administrative Agent, the Documentation Agent and the Lenders (including attorneys' fees, allocated costs of internal counsel and fees of environmental consultants, industry consultants, accountants and other professionals retained by the Administrative Agent, the Documentation Agent or any Lender) incurred in collecting upon or enforcing rights against the Collateral after the occurrence and during the continuance of a Default or an Event of Default or incurred in any action to enforce this Agreement or the Other Documents or to collect any payments due from any Credit Party under this Agreement, the Notes or the Other Documents or incurred in connection with any refinancing or restructuring of the credit arrangements provided under this Agreement, whether in the nature of a "workout" or in connection with any insolvency or bankruptcy proceedings or otherwise. (b) Each Credit Party shall, jointly and severally, indemnify and hold the Administrative Agent, the Documentation Agent, the Lenders, any Lender Affiliate and any Lender Agents harmless from and against any and all losses, liabilities, claims, damages or expenses incurred by any of them as a result of, or arising out of, or in any way related to, or by reason of, any suit, action, investigation, litigation or other proceeding (whether or not any such Person is a party thereto and whether or not any such suit, action, investigation, litigation or other proceeding is between or among any such Person, or any third Person or otherwise) related to the entering into and/or the performance of its obligations under (a) this Lease beyond applicable notice Agreement, the Notes or the Other Documents, the use of the proceeds of any Extension of Credit, the consummation of any other transaction contemplated hereby and cure periods, if any, Landlord at any time thereafter and without notice may remedy such default for Tenant’s account and at Tenant’s expense without thereby waiving such default or the exercise of any rights or remedies of Landlord on account of such default. Except as otherwise specifically provided in under this LeaseAgreement, Tenant shall pay to Landlord within five (5) days after delivery by Landlord to Tenant of bills the Notes or statements therefor: (a) sums equal to all expenditures made and monetary obligations incurred by Landlordthe Other Documents, including without limitation expenditures made and obligations incurred for reasonable counsel fees, in connection with the remedying by Landlord for Tenant’s account pursuant to the immediately preceding sentence; (b) sums equal to all the Transaction Documents, the Triton Merger or any other transaction contemplated thereby or (c) any Acquisition (but excluding any such losses, costs, liabilities, claims, damages and or expenses referred to in Section 19.2; (c) sums equal to all expenditures made and monetary obligations incurred by Landlord, including without limitation expenditures made and obligations incurred for reasonable counsel fees and disbursements and court costs, in collecting or attempting to collect the Base Rent, any Additional Charges or any other sum of money accruing under this Lease or in enforcing or attempting to enforce any rights of Landlord under this Lease or pursuant to law, provided that Landlord shall not be entitled to such fees if a court of law determines (after expiration of appeals therefrom) that Landlord’s attempted enforcement was without merit; and (d) all other sums of money accruing from Tenant to Landlord under the provisions of this Lease. Tenant’s obligations under this Section 19.1 shall survive the termination of this Lease. 19.2 Except to the extent solely incurred by reason of claims or liabilities resulting from the gross negligence or willful misconduct of Landlord or Landlord’s Representativesthe Person to be indemnified as finally determined by a court of competent jurisdiction) and including, Tenant agrees to indemnify Landlord in any case, and Landlord’s Representativeswithout limitation, defend against and save Landlord and Landlord’s Representatives harmless from any and all losses, claims, judgments, costs, liabilities, damages and expenses, including without limitation penalties, fines and the reasonable counsel fees and disbursements expenses of legal counsel and court costs, other professional advisors incurred in connection with or arising from any cause whatsoever in, on or about the Premises, including without limiting the generality of the foregoing: (a) any default by Tenant in the observance or performance of any of the terms, covenants or conditions of this Lease on Tenant’s part to be observed or performed, or (b) the use or occupancy or manner of use or occupancy of the Premises by Tenant or any person or entity claiming through or under Tenant, or (c) the condition of the Premises or any occurrence or happening on the Premises from any cause whatsoever, and/or (e) any acts, omissions or negligence of Tenant or any person or entity claiming through or under Tenant, or of the contractors, agents, servants, employees, visitors or licensees of Tenant or any such person action, suit, investigation, litigation or entityother proceeding. NO LENDER AGENT SHALL BE RESPONSIBLE OR LIABLE TO ANY OTHER PARTY TO THIS AGREEMENT, inTHE NOTES OR THE OTHER DOCUMENTS, on or about the Premises or the BuildingANY SUCCESSOR, either prior to the commencement ofASSIGNEE OR THIRD PARTY BENEFICIARY OF SUCH PERSON OR ANY OTHER PERSON ASSERTING CLAIMS DERIVATIVELY THROUGH SUCH PARTY, duringFOR INDIRECT, or after the expiration of the TermPUNITIVE, including without limitation any actsEXEMPLARY OR CONSEQUENTIAL DAMAGES WHICH MAY BE ALLEGED AS A RESULT OF CREDIT HAVING BEEN EXTENDED, omissions or negligence in the making or performing of any Alterations. In the event any action or proceeding is brought against Landlord for any claim against which Tenant is obligated to indemnify Landlord hereunderSUSPENDED OR TERMINATED UNDER THIS AGREEMENT, Tenant upon notice from Landlord shall defend such action or proceeding at Tenant’s sole expense by counsel selected by Landlord. The provisions of this Section 19.2 shall survive the expiration of this Lease with respect to any claim or liability occurring prior to such expiration or terminationTHE NOTES OR THE OTHER DOCUMENTS OR AS A RESULT OF ANY OTHER TRANSACTION CONTEMPLATED HEREUNDER OR THEREUNDER.

Fees and Expenses; Indemnity. 19.1 If Tenant shall default in the performance of its obligations under this Lease beyond applicable notice and cure periods, if any, Landlord at any time thereafter and without notice may remedy such default for Tenant’s account and at Tenant’s expense without thereby waiving such default or any rights or remedies of Landlord on account of such default. Except as otherwise specifically provided in this Lease, Tenant shall pay to Landlord within five (5) days after delivery by Landlord to Tenant of bills or statements therefor: (a) sums equal The Issuer agrees to pay promptly (i) each Subscriber’s actual and reasonable costs and expenses of negotiation, review, analysis, preparation and execution of the Note Documents (including the reasonable fees, charges and disbursements of counsel for such Subscriber) and any consents, amendments, waivers or other modifications thereto, the transactions contemplated thereby and any other documents or matters requested by the Issuer; (ii) all expenditures made the actual costs and monetary obligations incurred by Landlordreasonable expenses of creating and perfecting Liens in favor of the Trustee, for the benefit of the Secured Parties, including without limitation expenditures made filing and obligations incurred for reasonable counsel recording fees, expenses and taxes, stamp or documentary taxes, search fees, title insurance premiums and reasonable fees, expenses and disbursements of the Counsel for the Initial Holders (as defined in the Third Supplemental Indenture) and of counsel providing any opinions that counsel for the Initial Holders may request in respect of the Collateral or the Liens created pursuant to the Note Security Documents; (iii) all the actual costs and reasonable expenses (including the reasonable fees, expenses and disbursements of any appraisers, consultants, advisors and agents employed or retained by the Secured Parties and their counsel) in connection with the remedying custody or preservation of any of the Collateral; and (iv) after the occurrence of a Default or an Event of Default (in each case, as defined in the Third Supplemental Indenture), all costs and expenses, including reasonable attorneys’ fees and costs of settlement, incurred, whether directly or indirectly, by Landlord for Tenant’s account pursuant to the immediately preceding sentence; Subscriber in enforcing any Obligations (as defined in the Third Supplemental Indenture) of or in collecting any payments due from any Note Party hereunder or under the other Note Documents by reason of such Default or Event of Default (including in connection with the sale of, collection from, or other realization upon any of the Collateral or the enforcement of the Guarantees) or in connection with any refinancing or restructuring of the credit arrangements provided hereunder in the nature of a “work out.” (b) sums equal In addition to the payment of expenses pursuant to clause (a) above, whether or not the transactions contemplated hereby shall be consummated, each Note Party agrees to defend (subject to Indemnitees’ selection of counsel), indemnify, pay and hold harmless, the Subscriber, its affiliates and their respective officers, partners, directors, trustees, employees and agents of the Subscriber (each, an “Indemnitee”), from and against any and all losses, costs, liabilities, damages and expenses referred to in Section 19.2; Indemnified Liabilities (c) sums equal to all expenditures made and monetary obligations incurred by Landlord, including without limitation expenditures made and obligations incurred for reasonable counsel fees and disbursements and court costsas defined below), in collecting all cases, whether or attempting to collect the Base Rentnot caused by or arising, any Additional Charges or any other sum of money accruing under this Lease in whole or in enforcing part, out of the comparative, contributory, or attempting sole negligence of such Indemnitee; provided, no Note Party shall have any obligation to enforce any rights of Landlord under this Lease or pursuant Indemnitee hereunder with respect to law, provided that Landlord shall not be entitled to such fees if a court of law determines (after expiration of appeals therefrom) that Landlord’s attempted enforcement was without merit; and (d) all other sums of money accruing from Tenant to Landlord under the provisions of this Lease. Tenant’s obligations under this Section 19.1 shall survive the termination of this Lease. 19.2 Except any Indemnified Liabilities to the extent of claims or liabilities resulting such Indemnified Liabilities arise from the gross negligence or willful misconduct misconduct, as determined by a court of Landlord competent jurisdiction in a final, non-appealable order, of that Indemnitee. To the extent that the undertakings to defend, indemnify, pay and hold harmless set forth in this clause (b) may be unenforceable in whole or Landlord’s Representativesin part because they are violative of any Law (as defined in the Third Supplemental Indenture) or public policy, Tenant agrees the applicable Note Party shall contribute the maximum portion that it is permitted to indemnify Landlord pay and Landlord’s Representativessatisfy under applicable Law to the payment and satisfaction of all Indemnified Liabilities incurred by Indemnitees or any of them. “Indemnified Liabilities” means, defend against and save Landlord and Landlord’s Representatives harmless from collectively, any and all liabilities, obligations, losses, claimsdamages (including natural resource damages), judgments, costs, liabilities, damages and expenses, including without limitation penalties, fines claims (including environmental claims or environmental liabilities), costs (including the costs of any investigation, study, sampling, testing, abatement, cleanup, removal, remediation or other response action necessary to remove, remediate, clean up or xxxxx any Hazardous Material (as defined in the Third Supplemental Indenture)), expenses and disbursements of any kind or nature whatsoever (including the reasonable counsel fees and disbursements and court costs, incurred of counsel for Indemnitees in connection with any investigative, administrative or judicial proceeding commenced or threatened by any Person, whether or not any such Indemnitee shall be designated as a party or a potential party thereto, and any fees or expenses incurred by Indemnitees in enforcing this indemnity), whether direct, indirect or consequential and whether based on any federal, state or foreign Laws, statutes, rules or regulations (including securities and commercial Laws, statutes, rules or regulations and Environmental Laws), on common Law or equitable cause or on contract or otherwise, that may be imposed on, incurred by, or asserted against any such Indemnitee, in any manner relating to or arising from any cause whatsoever in, on or about the Premises, including without limiting the generality out of the foregoing: (a) this Agreement or the other Note Documents or the transactions contemplated hereby or thereby (including the Subscriber’s agreement to purchase the Secured Notes or the use or intended use of the proceeds thereof, or any default by Tenant in the observance or performance enforcement of any of the termsNote Documents (including any sale of, covenants or conditions of this Lease on Tenant’s part to be observed or performedcollection from, or other realization upon any of the Collateral or the enforcement of the Guarantees)); (b) the use or occupancy or manner of use or occupancy of the Premises by Tenant any environmental claim or any person Hazardous Material activity relating to or entity claiming through arising from, directly or under Tenantindirectly, any past or present activity, operation, land ownership, or practice of any Note Party or any of its Subsidiaries; or (c) the condition any actual or prospective claim, litigation, investigation or proceeding relating to any of the Premises foregoing, whether based on contract, tort or any occurrence other theory, whether brought by a third party or happening on by the Premises from any cause whatsoever, and/or (e) any acts, omissions or negligence of Tenant Issuer or any person or entity claiming through or under Tenantother Note Party, or and regardless of the contractors, agents, servants, employees, visitors or licensees of Tenant or whether any such person or entity, in, on or about the Premises or the Building, either prior to the commencement of, during, or after the expiration of the Term, including without limitation any acts, omissions or negligence in the making or performing of any Alterations. In the event any action or proceeding Indemnitee is brought against Landlord for any claim against which Tenant is obligated to indemnify Landlord hereunder, Tenant upon notice from Landlord shall defend such action or proceeding at Tenant’s sole expense by counsel selected by Landlord. The provisions of this Section 19.2 shall survive the expiration of this Lease with respect to any claim or liability occurring prior to such expiration or terminationa party thereto.

Fees and Expenses; Indemnity. 19.1 If Tenant (a) Notwithstanding anything in this Section 13 to the contrary, the Trustee is authorized to deduct from earnings on the Trust Amount an acceptance fee of $10,000, and an annual fee of $15,000, both payable upon execution of this Trust Agreement. The annual fee will be payable thereafter on each anniversary of the execution of this Trust Agreement. The Trustee will charge a fee of $4 per check for payments to the Beneficiaries (as set forth in Section 3 hereof) and Settlor upon liquidation of the Trust. The Trustee also shall default be entitled to receive reasonable and customary out-of-pocket expenses incurred in connection with the performance of its obligations under this Lease beyond applicable notice duties hereunder. The fees, costs and cure periods, if any, Landlord at any time thereafter and without notice may remedy such default for Tenant’s account and at Tenant’s expense without thereby waiving such default or any rights or remedies of Landlord on account of such default. Except as otherwise specifically provided expenses described in this LeaseSection 13(a) shall be referred to herein as "FEES". (b) The Trustee is authorized to, Tenant and may disburse to itself from the earnings on the Trust Amount, from time to time, the amount of any Fees due and payable to it hereunder. If for any reason such earnings are insufficient to cover such Fees, Settlor shall pay to Landlord within five the following thirty (530) days after delivery by Landlord such amounts to Tenant make up such shortfall to Trustee upon the presentation of bills an itemized invoice. The Trustee shall notify Settlor and Representative of any disbursement from the Trust Assets to itself in respect of any Fees under any provision of this Trust Agreement and shall furnish to Settlor and Representative copies of all related invoices and other statements. (c) Prior to the consummation or statements therefor: termination of the OPA, Settlor shall be liable for and shall reimburse and indemnify Trustee (aand any predecessor Trustee) sums equal to and hold Trustee harmless from and against one-half (1/2) of any and all expenditures made claims, losses, actions, liabilities, costs, damages or expenses (including reasonable attorneys' fees and monetary obligations incurred by Landlord, including without limitation expenditures made and obligations incurred for reasonable counsel fees, expenses) arising from or in connection with Trustee's administration of, or performance of duties and obligations pursuant to, this Trust Agreement; provided, however, that notwithstanding the remedying by Landlord foregoing, Settlor shall not be required to indemnify the Trustee for Tenant’s account pursuant to the immediately preceding sentence; (b) sums equal to all any such claims, losses, actions, liabilities, costs, liabilitiesdamages or expenses caused by its own gross negligence or own willful misconduct. In addition, damages and expenses referred to in Section 19.2; when the Trustee acts on any information, instructions or communications (c) sums equal to all expenditures made and monetary obligations incurred by Landlordincluding, including without limitation expenditures made and obligations incurred for reasonable counsel fees and disbursements and court costsbut not limited to, in collecting or attempting to collect the Base Rent, any Additional Charges or any other sum of money accruing under this Lease or in enforcing or attempting to enforce any rights of Landlord under this Lease or pursuant to law, provided that Landlord shall not be entitled to such fees if a court of law determines (after expiration of appeals therefrom) that Landlord’s attempted enforcement was without merit; and (d) all other sums of money accruing from Tenant to Landlord under the provisions of this Lease. Tenant’s obligations under this Section 19.1 shall survive the termination of this Lease. 19.2 Except communications with respect to the extent delivery of claims securities or liabilities resulting from the wire transfer of funds) sent by telephone, telex or facsimile, the Trustee, absent gross negligence or willful misconduct misconduct, shall not be responsible or liable in the event such communication is not an authorized or authentic communication or is not in the form Settlor sent or intended to send (whether due to fraud, distortion or otherwise). The Trustee shall have the right to offset an amount equal to one-half (1/2) of Landlord or Landlord’s Representativesany indemnifiable claims, Tenant agrees to indemnify Landlord and Landlord’s Representatives, defend against and save Landlord and Landlord’s Representatives harmless from any and all losses, claimsactions, judgmentsliabilities, costs, damages or expenses described above against the Trust Assets. (d) After consummation or termination of the OPA, Settlor shall be liable for one hundred percent (100%) of all indemnifiable claims, losses, actions, liabilities, damages and expenses, including without limitation penalties, fines and reasonable counsel fees and disbursements and court costs, incurred damages or expenses described in connection with or arising from Section 13(c) above and the Trustee will have no right to offset any cause whatsoever in, on or about amount thereof against the Premises, including without limiting the generality of the foregoing: (a) any default by Tenant in the observance or performance of any of the terms, covenants or conditions of this Lease on Tenant’s part to be observed or performed, or (b) the use or occupancy or manner of use or occupancy of the Premises by Tenant or any person or entity claiming through or under Tenant, or (c) the condition of the Premises or any occurrence or happening on the Premises from any cause whatsoever, and/or Trust Assets. (e) any actsNotwithstanding anything in this Section 13 to the contrary, omissions or negligence all of Tenant or any person or entity claiming through or under TenantSettlor's compensation, or reimbursement and indemnification obligations set forth in this Section 13 shall be payable by Settlor upon demand by the Trustee, and the failure of Settlor to fund such obligations shall give rise to the right of the contractors, agents, servants, employees, visitors or licensees of Tenant or Trustee to offset any such person or entity, in, on or about the Premises or the Building, either prior unpaid amounts against payments otherwise due to the commencement of, during, or after the expiration of the Term, including without limitation any acts, omissions or negligence in the making or performing of any Alterations. In the event any action or proceeding is brought against Landlord for any claim against which Tenant is obligated Settlor pursuant to indemnify Landlord hereunder, Tenant upon notice from Landlord shall defend such action or proceeding at Tenant’s sole expense by counsel selected by Landlordthis Trust Agreement. The provisions obligations of Settlor under this Section 13 shall survive any termination of this Section 19.2 shall survive Trust Agreement and the expiration resignation or removal of this Lease with respect to any claim or liability occurring prior to such expiration or terminationTrustee.