Common use of Securitization Clause in Contracts

Securitization. The Borrower hereby acknowledges that the Lenders and their Affiliates may sell or securitize the Loans (a “Securitization”) through the pledge of the Loans as collateral security for loans to the Lenders or their Affiliates or through the sale of the Loans or the issuance of direct or indirect interests in the Loans, which loans to the Lenders or their Affiliates or direct or indirect interests will be rated by Mxxxx’x, S&P or one or more other rating agencies (the “Rating Agencies”). The Borrower shall cooperate with the Lenders and their Affiliates to effect the Securitization including, without limitation, by (a) amending this Agreement and the other Loan Documents, and executing such additional documents, as reasonably requested by the Lenders in connection with the Securitization, provided that (i) any such amendment or additional documentation does not impose material additional costs on the Borrower and (ii) any such amendment or additional documentation does not materially adversely affect the rights, or materially increase the obligations, of the Borrower under the Loan Documents or change or affect in a manner adverse to the Borrower the financial terms of the Loans, (b) providing such information as may be reasonably requested by the Lenders in connection with the rating of the Loans or the Securitization, and (c) providing in connection with any rating of the Loans a certificate (i) agreeing to indemnify the Lenders and their Affiliates, any of the Rating Agencies, or any party providing credit support or otherwise participating in the Securitization (collectively, the “Securitization Parties”) for any losses, claims, damages or liabilities (the “Liabilities”) to which the Lenders, their Affiliates or such Securitization Parties may become subject insofar as the Liabilities arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in any Loan Document or in any writing delivered by or on behalf of the Borrower or any Affiliate of the Borrower to the Lenders in connection with any Loan Document or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein, or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, and such indemnity shall survive any transfer by the Lenders or their successors or assigns of the Loans and (ii) agreeing to reimburse the Lenders and their Affiliates for any legal or other expenses incurred by such Persons in connection with defending the Liabilities.

Securitization. The Borrower hereby acknowledges that the Lenders and their Affiliates may sell or securitize the Revolving Loans (a “Securitization”) through the pledge of the Revolving Loans as collateral security for loans to the Lenders or their Affiliates or through the sale of the Revolving Loans or the issuance of direct or indirect interests in the Revolving Loans, which loans to the Lenders or their Affiliates or direct or indirect interests will be rated by Mxxxx’xXxxxx’x, S&P Standard & Poor’s or one or more other rating agencies (the “Rating Agencies”). The Borrower shall cooperate with the Lenders and their Affiliates to effect the Securitization including, without limitation, including by (a) amending this Agreement and the other Loan Documents, and executing such additional documents, as reasonably requested by the Lenders in connection with the Securitization, provided that (i) any such amendment or additional documentation does not impose material additional costs on the Borrower and (ii) any such amendment or additional documentation does not materially adversely affect the rights, or materially increase the obligations, of the Borrower under the Loan Documents or change or affect in a manner adverse to the Borrower the financial terms of the Revolving Loans, (b) providing such information as may be reasonably requested by the Lenders in connection with the rating of the Revolving Loans or the Securitization, and (c) providing in connection with any rating of the Revolving Loans a certificate (i) agreeing to indemnify the Lenders and their Affiliates, any of the Rating Agencies, or any party providing credit support or otherwise participating in the Securitization (collectively, the “Securitization Parties”) for any losses, claims, damages or liabilities (the “Liabilities”) to which the Lenders, their Affiliates or such Securitization Parties may become subject insofar as the Liabilities arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in any Loan Document or in any writing delivered by or on behalf of the Borrower any Loan Party to any Agent or any Affiliate of the Borrower to the Lenders Lender in connection with any Loan Document or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein, or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, and such indemnity shall survive any transfer by the Lenders or their successors or assigns of the Revolving Loans and (ii) agreeing to reimburse the Agents, the Lenders and their Affiliates for any legal or other expenses reasonably incurred by such Persons in connection with defending the Liabilities.

Securitization. The Borrower Loan Parties hereby acknowledges acknowledge that the Senior Lenders and their Affiliates may sell or securitize the Senior Loans (a “"Securitization”") through the pledge of the Senior Loans as collateral security for loans to the Senior Lenders or their Affiliates or through the sale of the Senior Loans or the issuance of direct or indirect interests in the Senior Loans, which loans to the Senior Lenders or their Affiliates or direct or indirect interests will be rated by Mxxxx’xMoody's, S&P Standard & Poor's or one or more other rating agencies (the “Rating "Xxxxxx Agencies”"). The Borrower Loan Parties shall cooperate with the Senior Lenders and their Affiliates to effect the Securitization including, without limitation, by (a) amending this Agreement and the other Loan Documents, and executing such additional documents, as reasonably requested by the Senior Lenders in connection with the Securitization, provided that (i) any such amendment or additional documentation does not impose material additional costs on the Borrower Loan Parties and (ii) any such amendment or additional documentation does not materially adversely affect the rights, or materially increase the obligations, of the Borrower Loan Parties under the Loan Documents or change or affect in a manner adverse to the Borrower Loan Parties the financial terms of the Senior Loans, (b) providing such information as may be reasonably requested by the Senior Lenders in connection with the rating of the Senior Loans or the Securitization, and (c) providing in connection with any rating of the Senior Loans a certificate (i) agreeing to indemnify the Senior Lenders and their Affiliates, any of the Rating Agencies, or any party providing credit support or otherwise participating in the Securitization (collectively, the “"Securitization Parties”") for any losses, claims, damages or liabilities (the “"Liabilities”") to which the Senior Lenders, their Affiliates or such Securitization Parties may become subject insofar as the Liabilities arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in any Loan Document or in any writing delivered by or on behalf of the Borrower or any Affiliate of the Borrower Loan Party to the Senior Lenders in connection with any Loan Document or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein, or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, and such indemnity shall survive any transfer by the Senior Lenders or their successors or assigns of the Senior Loans and (ii) agreeing to reimburse the Senior Lenders and their Affiliates for any legal or other expenses reasonably incurred by such Persons in connection with defending the Liabilities.

Securitization. The Borrower Borrowers hereby acknowledges acknowledge that the Lenders each Lender and their each of its Affiliates and Related Funds may sell or securitize the Loans Loan (a “"Securitization”") through the pledge of the Loans Loan as collateral security for loans to the Lenders such Lender or their its Affiliates or Related Funds or through the sale of the Loans Loan or the issuance of direct or indirect interests in the LoansLoan, which loans to the Lenders such Lender or their its Affiliates or Related Funds or direct or indirect interests will be rated by Mxxxx’xMoody's, S&P S&P's or one or more other rating agencies (the “"Rating Agencies”Agenxxxx"). The Borrower shall Borrowers agree to cooperate with the such Lenders and their Affiliates and Related Funds to effect the Securitization including, without limitation, by (a) amending this Agreement and the other Loan Documents, and executing such additional documents, as reasonably requested by the such Lenders in connection with the Securitization, provided that (i) any such amendment or additional documentation does not not, in the aggregate, impose material more than immaterial additional costs or liabilities on Borrowers (it being understood that Borrowers shall not be responsible for any additional costs incurred in connection with obtaining a rating from any of the Borrower Ratings Agencies), and (ii) any such amendment or additional documentation does not materially not, in the aggregate, adversely affect the rights, or materially increase the obligations, of the Borrower Borrowers under the Loan Documents or change or affect in a manner adverse to the Borrower Borrowers the financial terms of the LoansLoan, (b) providing such written information as may be reasonably requested by the such Lenders in connection with the rating of the Loans Loan or the Securitization, provided that (i) any material, non-public information regarding Parent, Borrowers and their Subsidiaries shall be provided on a confidential basis subject to the terms of Section 13.5, and (ii) no member of management (or any representative thereof) of Parent, Borrowers or any Subsidiary thereof shall be required to appear before, or make a presentation to, any Rating Agency in connection with any such securitization, and (c) providing in connection with any rating of the Loans Loan a certificate (i) agreeing to indemnify the such Lenders and their Affiliates, any of the Rating Agencies, or any party providing credit support or otherwise participating in the Securitization (collectively, the “Securitization Parties”) their Affiliates and Related Funds for any losses, claims, damages or liabilities (the “"Securitization Liabilities”") to which the Lenders, such Lenders or any of their Affiliates or such Securitization Parties Related Funds may become subject insofar as the Securitization Liabilities arise out of or are based upon any untrue statement or alleged untrue statement a breach of any material fact the representation and warranty contained in any Loan Document or in any writing delivered by or on behalf of the Borrower or any Affiliate of the Borrower to the Lenders in connection with any Loan Document or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated thereinSection 8.17, or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, and such indemnity shall survive any transfer by the Lenders or their successors or assigns of the Loans and (ii) agreeing to reimburse such Lenders and their Affiliates and Related Funds for any reasonable legal (limited to fees and expenses of one (1) counsel to Agent and the Lenders and their Affiliates for any legal and Related Funds) or other expenses reasonably incurred by such Persons in connection with defending the Securitization Liabilities. Notwithstanding the foregoing, this Section 2.3 is subject to Agent's and the Required Lenders' rights and obligations under Sections 11.3 and 13.7 hereof in all respects and, in the event of a direct conflict between this Section 2.3 and any provision of Section 11.3 and 13.7 with respect to Agent's and the Required Lenders' rights and obligations, it is the intent of the parties that the applicable provision of Sections 11.3 and 13.7 shall control and govern.

Securitization. The Borrower hereby acknowledges that the Lenders and their Affiliates may sell or securitize the Loans (a “Securitization”) through the pledge of the Loans as collateral security for loans to the Lenders or their Affiliates or through the sale of the Loans or the issuance of direct or indirect interests in the Loans, which loans to the Lenders or their Affiliates or direct or indirect interests will be rated by Mxxxx’x, S&P Standard & Poor’s or one or more other rating agencies (the “Rating Agencies”). The Borrower shall cooperate with the Lenders and their Affiliates to effect the Securitization including, without limitation, including by (a) amending this Agreement and the other Loan Documents, and executing such additional documents, as reasonably requested by the Lenders in connection with the Securitization, ; provided that (i) any such amendment or additional documentation does not impose material additional costs on the Borrower and (ii) any such amendment or additional documentation does not materially adversely affect the rights, or materially increase the obligations, of the Borrower under the Loan Documents or change or affect in a manner adverse to the Borrower the financial terms of the Loans, (b) providing such information as may be reasonably requested by the Lenders in connection with the rating of the Loans or the Securitization, and (c) providing in connection with any rating of the Loans a certificate (i) agreeing to indemnify the Lenders and their Affiliates, any of the Rating Agencies, or any party providing credit support or otherwise participating in the Securitization (collectively, the “Securitization Parties”) for any losses, claims, damages or liabilities (the “Liabilities”) to which the Lenders, their Affiliates or such Securitization Parties may become subject insofar as the Liabilities arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in any Loan Document or in any writing delivered by or on behalf of the Borrower any Loan Party to any Agent or any Affiliate of the Borrower to the Lenders Lender in connection with any Loan Document or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein, or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, and such indemnity shall survive any transfer by the Lenders or their successors or assigns of the Loans and (ii) agreeing to reimburse the Agents, the Lenders and their Affiliates for any legal or other expenses reasonably incurred by such Persons in connection with defending the Liabilities.

Securitization. The Each Borrower Party hereby acknowledges that the Lenders each Lender with a Commitment and their each of its Affiliates and Related Funds may sell or securitize the Loans (a “"Securitization”") through the pledge of the Loans as collateral security for loans to the Lenders such Lender or their its Affiliates or Related Funds or through the sale of the Loans or the issuance of direct or indirect interests in the Loans, which loans to the Lenders such Lender or their its Affiliates or Related Funds or direct or indirect interests will be rated by Mxxxx’xXxxxx'x Investors Service, S&P Inc., Standard & Poor's Rating Group or one or more other rating agencies (the “"Rating Agencies”"). The Each Borrower shall Party agrees to cooperate with the such Lenders and their Affiliates and Related Funds to effect the Securitization Securitization, including, without limitation, by (a) amending this Agreement and the other Loan Documents, and executing such additional documents, as reasonably requested by the such Lenders in connection with the Securitization, provided that (i) any such amendment or additional documentation does not impose material additional costs (other than de minimus costs) on the any Borrower Party, and (ii) any such amendment or additional documentation does not materially adversely affect the rights, or materially increase the obligations, of the any Borrower Party under the Loan Documents or change or affect in a manner adverse to the Borrower Parties the financial terms of the Loans, (b) providing such information as may be reasonably requested by the such Lenders in connection with the rating of the Loans or the Securitization, and (c) if requested by such Lenders, providing in connection with any rating of the Loans a certificate (i) agreeing to indemnify the such Lenders and any of their AffiliatesAffiliates and Related Funds, any of the Rating Agencies, or any party providing credit support or otherwise participating in the Securitization (collectively, the “"Securitization Parties”") for any losses, claims, damages or liabilities (collectively, the “"Securitization Liabilities”") to which the Lenders, such Lenders or any of their Affiliates or Related Funds, or such Securitization Parties Parties, may become subject insofar as the Securitization Liabilities arise out of or are based upon any untrue statement or alleged untrue statement a breach of any material fact the representation and warranty contained in any Loan Document or in any writing delivered by or on behalf of the Borrower or any Affiliate of the Borrower to the Lenders in connection with any Loan Document or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated thereinSection 6.25, or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, and such indemnity shall survive any transfer by the Lenders or their successors or assigns of the Loans and (ii) agreeing to reimburse the such Lenders and their Affiliates and Related Funds, and such Securitization Parties, for any legal or other expenses reasonably incurred by such Persons in connection with defending the Securitization Liabilities. Notwithstanding the foregoing, this Section 1.7 is subject to Agent's, Co- Agent's and the Required Lenders' rights and obligations under Article 11 hereof in all respects and, in the event of a direct conflict between this Section 1.7 and any provision of Article 11 with respect to Agent's, Co- Agent's and the Required Lenders' rights and obligations, it is the intent of the parties that the applicable provision of Article 11 shall control and govern.

Securitization. The Borrower In addition to any other assignment permitted pursuant to this Section, Loan Parties hereby acknowledges acknowledge that (x) the Lenders and Lenders, their Affiliates and Approved Funds (“Lender Parties”) may sell or securitize the Loans (a “Securitization”) through the pledge of the Loans as collateral security for loans to the Lenders or their Affiliates or through the sale of the Loans a Lender Party or the assignment or issuance of direct or indirect interests in the LoansLoans (such as, which loans to the Lenders or their Affiliates or direct or indirect interests will for instance, collateralized loan obligations), and (y) such Securitization may be rated by Mxxxx’x, S&P or one or more other a rating agencies (the “Rating Agencies”)agency. The Borrower Loan Parties shall reasonably cooperate with the Lenders and their Affiliates Lender Parties to effect the Securitization including, without limitation, by (a) amending this Agreement and the other Loan Documents, and executing such additional documents, as reasonably requested by the Lenders in connection with the Securitization, ; provided that (i) any such amendment or additional documentation does not impose material additional costs on the Borrower and (ii) any such amendment or additional documentation does not materially adversely affect the rights, or materially increase the obligations, of the Borrower under the Loan Exhibit A to FirstFourth Amendment #37466145 Documents or change or affect in a manner adverse to the Borrower the financial terms of the Loans, (b) providing such information as may be reasonably requested by the Lenders or rating agencies in connection with the rating of the Loans or the Securitization, and (c) providing in connection with any rating of the Loans a certificate (i) agreeing to indemnify the Lenders and their Affiliates, any of the Rating AgenciesLender Parties, or any party providing credit support or otherwise participating in the Securitization Securitization, including any investors in a securitization entity (collectively, the “Securitization Parties”) for any losses, claims, damages or liabilities (the “Securitization Liabilities”) to which the Lenders, their Affiliates Lender Parties or such Securitization Parties may become subject insofar as the Securitization Liabilities arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in any Loan Document or in any writing delivered by or on behalf of the Borrower or any Affiliate of the Borrower Loan Party to the Lenders Lender Partiers in connection with any Loan Document or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein, or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, and such indemnity shall survive any transfer by the Lenders or their successors or assigns of the Loans Loans, and (ii) agreeing to reimburse the Lenders Lender Parties and their Affiliates the other Securitization Parties for any legal or other expenses reasonably incurred by such Persons in connection with defending the Securitization Liabilities.

Securitization. The Each Borrower hereby acknowledges that the Lenders each Lender with a Term Loan and their each of its Affiliates and Related Funds may sell or securitize the Loans Term Loan (a “Securitization”) through the pledge of the Loans Term Loan as collateral security for loans to the Lenders such Lender or their its Affiliates or Related Funds or through the sale of the Loans Term Loan or the issuance of direct or indirect interests in the LoansTerm Loan, which loans to the Lenders such Lender or their its Affiliates or Related Funds or direct or indirect interests will be rated by Mxxxx’xXxxxx’x, S&P S&P’s or one or more other rating agencies (the “Rating Agencies”). The Each Borrower shall agrees to cooperate with the such Lenders and their Affiliates and Related Funds to effect the Securitization including, without limitation, by (a) amending this Agreement and the other Loan Documents, and executing such additional documents, as reasonably requested by the such Lenders in connection with the Securitization, provided that (i) any such amendment or additional documentation does not impose material additional costs on the Borrower Borrowers, and (ii) any such amendment or additional documentation does not materially adversely affect the rights, or materially increase the obligations, of the such Borrower under the Loan Documents or change or affect in a manner adverse to the such Borrower the financial terms of the LoansTerm Loan, (b) providing such information as may be reasonably requested by the such Lenders in connection with the rating of the Loans Term Loan or the Securitization, and (c) providing in connection with any rating of the Loans Term Loan a certificate (i) agreeing to indemnify the such Lenders and any of their AffiliatesAffiliates and Related Funds, any of the Rating Agencies, or any party providing credit support or otherwise participating in the Securitization (collectively, the “Securitization Parties”) for any losses, claims, damages or liabilities (the “Securitization Liabilities”) to which the Lenders, such Lenders or any of their Affiliates or Related Funds, or such Securitization Parties Parties, may become subject insofar as the Securitization Liabilities arise out of or are based upon any untrue statement or alleged untrue statement a breach of any material fact the representation and warranty contained in any Loan Document or in any writing delivered by or on behalf of the Borrower or any Affiliate of the Borrower to the Lenders in connection with any Loan Document or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated thereinSection 4.18, or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, and such indemnity shall survive any transfer by the Lenders or their successors or assigns of the Loans and (ii) agreeing to reimburse the such Lenders and their Affiliates and Related Funds, and such Securitization Parties, for any legal or other expenses reasonably incurred by such Persons in connection with defending the Securitization Liabilities. Notwithstanding the foregoing, this Section 2.17 is subject to Agent’s and the Required Lenders’ rights and obligations under Sections 13 and 14 hereof in all respects and, in the event of a direct conflict between this Section 2.17 and any provision of Section 13 or 14 with respect to Agent’s and the Required Lenders’ rights and obligations, it is the intent of the parties that the applicable provision of Section 13 or 14 shall control and govern.

Securitization. The Each Borrower hereby acknowledges that the Lenders and their Affiliates each Lender with a Term Loan B (a “Securitizing Lender”) may sell or securitize the Loans Term Loan B (a “Securitization”) through the pledge of the Loans Term Loan B as collateral security for loans to the Lenders such Securitizing Lender or their its Affiliates or Related Funds or through the sale of the Loans Term Loan B or the issuance of direct or indirect interests in the LoansTerm Loan B, which loans to the Lenders such Securitizing Lender or their its Affiliates or Related Funds or direct or indirect interests will be rated by Mxxxx’xXxxxx’x, S&P or one or more other rating agencies (the “Rating Agencies”). The Each Borrower shall agrees to cooperate with the Lenders such Securitizing Lender and their its Affiliates and Related Funds to effect the Securitization including, without limitation, by (a) amending this Agreement and the other Loan Documents, and executing such additional documents, as reasonably requested by the Lenders such Securitizing Lender in connection with the Securitization, provided that (i) any such amendment or additional documentation does not impose material additional costs on the Borrower such Borrower, and (ii) any such amendment or additional documentation does not materially adversely affect the rights, or materially increase the obligations, of the such Borrower under the Loan Documents or change or affect in a manner adverse to the such Borrower the financial terms of the LoansTerm Loan B, (b) providing such information as may be reasonably requested by the Lenders such Securitizing Lender in connection with the rating of the Loans Term Loan B or the Securitization, and (c) providing in connection with any rating of the Loans Term Loan B a certificate (i) agreeing to indemnify the Lenders such Securitizing Lender and their Affiliatesany of its Affiliates and Related Funds, any of the Rating Agencies, or any party providing credit support or otherwise participating in the Securitization (collectively, the “Securitization Parties”) for any losses, claims, damages or liabilities (the “Securitization Liabilities”) to which the Lenderssuch Securitizing Lender or any of its Affiliates or Related Funds, their Affiliates or such Securitization Parties Parties, may become subject insofar as the Securitization Liabilities arise out of or are based upon any untrue statement or alleged untrue statement a breach of any material fact the representation and warranty contained in any Loan Document or in any writing delivered by or on behalf of the Borrower or any Affiliate of the Borrower to the Lenders in connection with any Loan Document or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein, or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, and such indemnity shall survive any transfer by the Lenders or their successors or assigns of the Loans Section 4.18 and (ii) agreeing to reimburse the Lenders such Securitizing Lender and their its Affiliates and Related Funds, and such Securitization Parties, for any legal or other out-of-pocket expenses reasonably incurred by such Persons in connection with defending the Securitization Liabilities. Notwithstanding the foregoing, (x) this Section 2.16 is subject to Borrowers’, Agent’s and the Required Lenders’ rights and obligations under Sections 13, 14, and 15.11 hereof in all respects and, in the event of a direct conflict between this Section 2.16 and any provision of Section 13, 14 or 15.11 with respect to Borrowers’, Agent’s or the Required Lenders’ rights and obligations, it is the intent of the parties that the applicable provision of Section 13, 14 or 15.11 shall control and govern, and (y) no such Securitization by a Securitizing Lender shall release such Securitizing Lender from any of its obligations hereunder or substitute any pledgee, secured party or any other party to such Securitization for such Securitizing Lender as a party hereto.

Securitization. The Borrower Loan Parties hereby acknowledges acknowledge that the Lenders and their Affiliates may sell or securitize the Loans Term Loan (a “Securitization”"SECURITIZATION") through the pledge of the Loans Term Loan as collateral security for loans to the Lenders or their Affiliates or through the sale of the Loans Term Loan or the issuance of direct or indirect interests in the LoansTerm Loan, which loans to the Lenders or their Affiliates or direct or indirect interests will be rated by Mxxxx’xMoody's, S&P Standard & Poor's or one or xxx xx more other rating agencies (the “Rating Agencies”"RATING AGENCIES"). The Borrower Loan Parties shall cooperate with the Lenders and their Affiliates to effect the Securitization including, without limitation, by (a) amending this Agreement and the other Loan Documents, and executing such additional documents, as reasonably requested by the Lenders in connection with the Securitization, provided that PROVIDED THAT (i) any such amendment or additional documentation does not impose material additional costs on the Borrower Loan Parties and (ii) any such amendment or additional documentation does not materially adversely affect the rights, or materially increase the obligations, of the Borrower Loan Parties under the Loan Documents or change or affect in a manner adverse to the Borrower Loan Parties the financial terms of the LoansTerm Loan, (b) providing such information as may be reasonably requested by the Lenders in connection with the rating of the Loans Term Loan or the Securitization, and (c) providing in connection with any rating of the Loans Term Loan a certificate (i) agreeing to indemnify the Lenders and their Affiliates, any of the Rating Agencies, or any party providing credit support or otherwise participating in the Securitization (collectively, the “Securitization Parties”"SECURITIZATION PARTIES") for any losses, claims, damages or liabilities (the “Liabilities”"LIABILITIES") to which the Lenders, their Affiliates or such Securitization Parties may become subject insofar as the Liabilities arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in any Loan Document or in any writing delivered by or on behalf of the Borrower or any Affiliate of the Borrower Loan Party to the Lenders in connection with any Loan Document or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein, or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, and such indemnity shall survive any transfer by the Lenders or their successors or assigns of the Loans Term Loan and (ii) agreeing to reimburse the Lenders and their Affiliates for any legal or other expenses reasonably incurred by such Persons in connection with defending the Liabilities.

Securitization. The Borrower hereby acknowledges that the Lenders and their Affiliates may sell or securitize the Loans (a “Securitization”) through the pledge of the Loans as collateral security for loans to the Lenders or their Affiliates or through the sale of the Loans or the issuance of direct or indirect interests in the Loans, which loans to the Lenders or their Affiliates or direct or indirect interests will be rated by Mxxxx’x, S&P Standard & Poor’s or one or more other rating agencies (the “Rating Agencies”). The Borrower shall cooperate with the Lenders and their Affiliates to effect the Securitization including, without limitation, including by (a) amending this Agreement and the other Loan Documents, and executing such additional documents, as reasonably requested by the Lenders in connection with the Securitization, provided that (i) any such amendment or additional documentation does not impose material additional costs on the Borrower and (ii) any such amendment or additional documentation does not materially adversely affect the rights, or materially increase the obligations, of the Borrower under the Loan Documents or change or affect in a manner adverse to the Borrower the financial terms of the Loans, (b) providing such information as may be reasonably requested by the Lenders in connection with the rating of the Loans or the Securitization, and (c) providing in connection with any rating of the Loans a certificate (i) agreeing to indemnify the Lenders and their Affiliates, any of the Rating Agencies, or any party providing credit support or otherwise participating in the Securitization (collectively, the “Securitization Parties”) for any losses, claims, damages or liabilities (the “Liabilities”) to which the Lenders, their Affiliates or such Securitization Parties may become subject insofar as the Liabilities arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in any Loan Document or in any writing delivered by or on behalf of the Borrower any Loan Party to any Agent or any Affiliate of the Borrower to the Lenders Lender in connection with any Loan Document or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein, or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, and such indemnity shall survive any transfer by the Lenders or their successors or assigns of the Loans and (ii) agreeing to reimburse the Agents, the Lenders and their Affiliates for any legal or other expenses reasonably incurred by such Persons in connection with defending the Liabilities.

Securitization. The Borrower hereby acknowledges acknowledge that the Lenders and their Affiliates may sell or securitize the Loans Term Loan (a “"Securitization”") through the pledge of the Loans Term Loan as collateral security for loans to the Lenders Lender or their Affiliates or through the sale of the Loans Term Loan or the issuance of direct or indirect interests in the LoansTerm Loan, which loans to the Lenders or their Affiliates or direct or indirect interests will be rated by Mxxxx’xMoody's, S&P Standard & Poor's or one or more other rating agencies (the “Rating "Xxxxxg Agencies”"). The Borrower shall cooperate with the Lenders and their Affiliates to effect the Securitization including, without limitation, by (a) amending this Agreement and the other Loan Documents, and executing such additional documents, as reasonably requested by the Lenders in connection with the Securitization, provided that (i) any such amendment or additional documentation does not impose material additional costs on the Borrower and (ii) any such amendment or additional documentation does not materially adversely affect the rights, or materially increase the obligations, of the Borrower under the Loan Documents or change or affect in a manner adverse to the Borrower the financial terms of the LoansTerm Loan, (b) providing such information as may be reasonably requested by the Lenders in connection with the rating of the Loans Term Loan or the Securitization, and (c) providing in connection with any rating of the Loans Term Loan a certificate (i) agreeing to indemnify the Lenders and their Affiliates, any of the Rating Agencies, or any party providing credit support or otherwise participating in the Securitization (collectively, the “"Securitization Parties”") for any losses, claims, damages or liabilities (the “"Liabilities”") to which the Lenders, their Affiliates or such Securitization Parties may become subject insofar as the Liabilities arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in any Loan Document or in any writing delivered by or on behalf of the Borrower or any Affiliate of the Borrower to the Lenders in connection with any Loan Document or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein, or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, and such indemnity shall survive any transfer by the Lenders or their successors or assigns of the Loans Term Loan and (ii) agreeing to reimburse the Lenders and their Affiliates for any legal or other expenses reasonably incurred by such Persons in connection with defending the Liabilities.

Securitization. The Borrower hereby acknowledges that the Lenders and any of their Affiliates may sell or securitize the Loans Obligations (a “"Securitization”") through the pledge of the Loans Obligations as collateral security for loans to the such Lenders or their Affiliates or through the sale of the Loans Obligations or the issuance of direct or indirect interests in the LoansObligations, which loans to the such Lenders or their Affiliates or direct or indirect interests will be rated by Mxxxx’xMoody's, S&P Standard & Poor's or one or more other rating agencies (the “Rating "Xxxxxx Agencies”"). The Borrower shall cooperate reasonably with the such Lenders and their Affiliates to effect the Securitization including, without limitation, by (a) amending this Agreement and the other Loan Documents, and executing such additional documents, as reasonably requested by the Lenders such Lenders, in connection with the Securitization, provided that (i) any such amendment or additional documentation does not impose material additional costs on the Borrower and Borrower, (ii) any such amendment or additional documentation does not materially adversely affect the rights, or materially increase the obligations (including administrative duties or reporting obligations), of the Borrower under the Loan Credit Documents or change or affect in a manner adverse to the Borrower the financial terms of the LoansObligations, and (b) providing such information as may be reasonably requested by the Lenders such Lenders, in connection with the rating of the Loans Obligations or the Securitization, and (c) providing in connection with any rating of the Loans Obligations, a certificate (i) agreeing to indemnify the such Lenders and any of their Affiliates, any of the Rating Agencies, or any party providing credit support or otherwise participating in the Securitization (collectively, the “"Securitization Parties”") for any losses, claims, damages or liabilities (the “"Liabilities”") to which the such Lenders, their Affiliates or such Securitization Parties may become subject insofar as the Liabilities arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in any Loan Credit Document or in any writing delivered by or on behalf of the Borrower or any Affiliate of the Borrower and its respective Affiliates to the Agent or one or more Lenders in connection with any Loan Credit Document or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein, therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, misleading and such indemnity shall survive any transfer by the such Lenders or their successors or assigns of the Loans Obligations, and (ii) agreeing to reimburse the such Lenders and any of their Affiliates and other Securitization Parties for any legal or other expenses reasonably incurred by such Persons in connection with defending the Liabilities; and (d) providing such information regarding the Borrower, the Guarantors, the Collateral and other property, assets and business of the Borrower and the Guarantors (including appraisals and valuations) as may be reasonably requested by such Lenders or their successors or assignees.

Securitization. The Borrower hereby acknowledges that the Lenders and their Affiliates may sell or securitize the Loans (a “"Securitization”") through the pledge of the Loans as collateral security for loans to the Lenders or their Affiliates or through the sale of the Loans or the issuance of direct or indirect interests in the Loans, which loans to the Lenders or their Affiliates or direct or indirect interests will be rated by Mxxxx’xMxxxx'x, S&P or one or more other rating agencies (the “"Rating Agencies”"). The Borrower shall cooperate with the Lenders and their Affiliates to effect the Securitization including, without limitation, by (a) amending this Agreement and the other Loan Documents, and executing such additional documents, as reasonably requested by the Lenders in connection with the Securitization, provided that (i) any such amendment or additional documentation does not impose material additional costs on the Borrower and (ii) any such amendment or additional documentation does not materially adversely affect the rights, or materially increase the obligations, of the Borrower under the Loan Documents or change or affect in a manner adverse to the Borrower the financial terms of the Loans, (b) providing such information as may be reasonably requested by the Lenders in connection with the rating of the Loans or the Securitization, and (c) providing in connection with any rating of the Loans a certificate (i) agreeing to indemnify the Lenders and their Affiliates, any of the Rating Agencies, or any party providing credit support or otherwise participating in the Securitization (collectively, the “"Securitization Parties”") for any losses, claims, damages or liabilities (the “"Liabilities”") to which the Lenders, their Affiliates or such Securitization Parties may become subject insofar as the Liabilities arise out of or are based upon any untrue statement or alleged untrue statement of any material fact by Borrower or any Affiliate of Borrower contained in any Loan Document or in any writing delivered by or on behalf of the Borrower or any Affiliate of the Borrower to the Lenders in connection with any Loan Document or arise out of or are based upon the omission or alleged omission by Borrower or any Affiliate of Borrower to state therein a material fact required to be stated therein, or necessary in order to make the statements therein, in light of the circumstances under which they were made, made and as of the time made not misleading, and such indemnity shall survive any transfer by the Lenders or their successors or assigns of the Loans and (ii) agreeing to reimburse the Lenders and their Affiliates for any legal or other expenses reasonably incurred by such Persons in connection with defending the Liabilities.

Securitization. The Borrower hereby acknowledges that the Lenders each Lender with a Term Loan B Commitment and their each of its Affiliates and Related Funds may sell or securitize the Loans Term Loan B (a “"Securitization”") through the pledge of the Loans Term Loan B as collateral security for loans to the Lenders such Lender or their its Affiliates or Related Funds or through the sale of the Loans Term Loan B or the issuance of direct or indirect interests in the LoansTerm Loan B, which loans to the Lenders such Lender or their its Affiliates or Related Funds or direct or indirect interests will be rated by Mxxxx’xXxxxx'x, S&P Standard & Poor's or one or more other rating agencies (the “"Rating Agencies”"). The Borrower shall agrees to cooperate with the such Lenders and their Affiliates and Related Funds to effect the Securitization including, without limitation, by (a) amending this Agreement and the other Loan Documents, and executing such additional documents, as reasonably requested by the such Lenders in connection with the Securitization, provided that (i) any such amendment or additional documentation does not impose material additional costs (other than de minimus costs) on the Borrower Borrower, and (ii) any such amendment or additional documentation does not materially adversely affect the rights, or materially increase the obligations, of the Borrower under the Loan Documents or change or affect in a manner adverse to the Borrower the financial terms of the LoansTerm Loan B, (b) providing such information as may be reasonably requested by the such Lenders in connection with the rating of the Loans Term Loan B or the Securitization, and (c) if requested by such Lenders, providing in connection with any rating of the Loans Term Loan B a certificate (i) agreeing to indemnify the such Lenders and any of their AffiliatesAffiliates and Related Funds, any of the Rating Agencies, or any party providing credit support or otherwise participating in the Securitization (collectively, the “"Securitization Parties”") for any losses, claims, damages or liabilities (the “"Securitization Liabilities”") to which the Lenders, such Lenders or any of their Affiliates or Related Funds, or such Securitization Parties Parties, may become subject insofar as the Liabilities arise out of or are based upon any untrue statement or alleged untrue statement a breach of any material fact the representation and warranty contained in any Loan Document or in any writing delivered by or on behalf of the Borrower or any Affiliate of the Borrower to the Lenders in connection with any Loan Document or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated thereinSection 5.19, or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, and such indemnity shall survive any transfer by the Lenders or their successors or assigns of the Loans and (ii) agreeing to reimburse the such Lenders and their Affiliates and Related Funds, and such Securitization Parties, for any legal or other expenses reasonably incurred by such Persons in connection with defending the Liabilities. Notwithstanding the foregoing, this Section 2.16 is subject to Agent's and the Required Lenders' rights and obligations under Sections 14 and 15 hereof in all respects and, in the event of a direct conflict between this Section 2.16 and any provision of Section 14 or 15 with respect to Agent's and the Required Lenders' rights and obligations, it is the intent of the parties that the applicable provision of Section 14 or 15 shall control and govern.

Securitization. The Borrower Loan Parties hereby acknowledges acknowledge that the Lenders and their Affiliates may sell or securitize the Loans (a “Securitization”"SECURITIZATION") through the pledge of the Loans as collateral security for loans to the Lenders or their Affiliates or through the sale of the Loans or the issuance of direct or indirect interests in the Loans, which loans to the Lenders or their Affiliates or direct or indirect interests will be rated by Mxxxx’xMoody's, S&P Standard & Poor's or one or more other rating agencies (the “Rating Agencies”"XXXXXX AGENCIES"). The Borrower Loan Parties shall cooperate with the Lenders and their Affiliates to effect the Securitization including, without limitation, by (a) subject to Section 2.15 of the Intercreditor Agreement, amending this Agreement and the other Loan Documents, and executing such additional documents, as reasonably requested by the Lenders in connection with the Securitization, provided PROVIDED that (i) any such amendment or additional documentation does not impose material additional costs on the Borrower Loan Parties and (ii) any such amendment or additional documentation does not materially adversely affect the rights, or materially increase the obligations, of the Borrower Loan Parties under the Loan Documents or change or affect in a manner adverse to the Borrower Loan Parties the financial terms of the Loans, (b) providing such information as may be reasonably requested by the Lenders in connection with the rating of the Loans or the Securitization, and (c) providing in connection with any rating of the Loans a certificate (i) agreeing to indemnify the Lenders and their Affiliates, any of the Rating Agencies, or any party providing credit support or otherwise participating in the Securitization (collectively, the “Securitization Parties”"SECURITIZATION PARTIES") for any losses, claims, damages or liabilities (the “Liabilities”"LIABILITIES") to which the Lenders, their Affiliates or such Securitization Parties may become subject insofar as the Liabilities arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in any Loan Document or in any writing delivered by or on behalf of the Borrower or any Affiliate of the Borrower Loan Party to the Lenders in connection with any Loan Document or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein, or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, and such indemnity shall survive any transfer by the Lenders or their successors or assigns of the Loans and (ii) agreeing to reimburse the Lenders and their Affiliates for any legal or other expenses reasonably incurred by such Persons in connection with defending the Liabilities.

Securitization. The Borrower Loan Parties hereby acknowledges acknowledge that the Lenders and their Affiliates may sell or securitize the Loans (a “"Securitization”") through the pledge of the Loans as collateral security for loans to the Lenders or their Affiliates or through the sale of the Loans or the issuance of direct or indirect interests in the Loans, which loans to the Lenders or their Affiliates or direct or indirect interests will be rated by Mxxxx’xMoody's, S&P Standard & Poor's or one or more other rating agencies (the “Rating "Xxxxxx Agencies”"). The Borrower Loan Parties shall cooperate with the Lenders and their Affiliates to effect the Securitization including, without limitation, by (a) amending this Agreement and the other Loan Documents, and executing such additional documents, as reasonably requested by the Lenders in connection with the Securitization, provided that (i) any such amendment or additional documentation does not impose material additional costs on the Borrower Loan Parties and (ii) any such amendment or additional documentation does not materially adversely affect the rights, or materially increase the obligations, of the Borrower Loan Parties under the Loan Documents or change or affect in a manner adverse to the Borrower Loan Parties the financial terms of the Loans, (b) providing such information as may be reasonably requested by the Lenders in connection with the rating of the Loans or the Securitization, and (c) providing in connection with any rating of the Loans a certificate (i) agreeing to indemnify the Lenders and their Affiliates, any of the Rating Agencies, or any party providing credit support or otherwise participating in the Securitization (collectively, the “"Securitization Parties”) "), in a manner that is customary for such transactions, for any losses, claims, damages or liabilities (the “"Liabilities”") to which the Lenders, their Affiliates or such Securitization Parties may become subject insofar as the Liabilities arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in any Loan Document or in any writing delivered by or on behalf of the Borrower or any Affiliate of the Borrower Loan Party to the Lenders in connection with any Loan Document or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein, or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, and such indemnity shall survive any transfer by the Lenders or their successors or assigns of the Loans and (ii) agreeing to reimburse the Lenders and their Affiliates for any legal or other expenses reasonably incurred by such Persons in connection with defending the Liabilities.

Securitization. The Borrower hereby acknowledges that the Lenders and their Affiliates may sell or securitize the Loans (a “"Securitization”") through the pledge of the Loans as collateral security for loans to the Lenders or their Affiliates or through the sale of the Loans or the issuance of direct or indirect interests in the Loans, which loans to the Lenders or their Affiliates or direct or indirect interests will be rated by Mxxxx’xXxxxx'x, S&P Standard & Poor's or one or more other rating agencies (the “"Rating Agencies”)") at the Administrative Agent's request. The Borrower shall cooperate with the Lenders and their Affiliates to effect the Securitization including, without limitation, by (a) amending this Agreement and the other Loan Documents, and executing such additional documents, as reasonably requested by the Lenders in connection with the Securitization, provided that (i) any such amendment or additional documentation does not impose material any additional costs on the Borrower other than immaterial transaction costs and (ii) any such amendment or additional documentation does not materially adversely affect the rights, or materially increase the obligations, of the Borrower under the Loan Documents or change or affect in a manner adverse to the Borrower the financial terms of the Loans, or materially adversely affect the other rights, or materially increase the other obligations, of the Loan Parties under the Loan Documents, (b) providing such information as may be reasonably requested by the Lenders in connection with the any rating of the Loans or the Securitization, subject to the right to withhold proprietary information and provided that no projections be included in any offering material or otherwise disclosed, and (c) providing in connection with any rating of the Loans a certificate (i) agreeing to indemnify the Lenders and their Affiliates, any of the Rating Agencies, or any party providing credit support or otherwise participating in the Securitization (collectively, the “"Securitization Parties”") for any losses, claims, damages or liabilities (the “"Liabilities”") to which the Lenders, their Affiliates or such Securitization Parties may become subject insofar as the Liabilities arise out of or are based upon any untrue statement or alleged untrue statement violation of any material fact contained in any Loan Document or in any writing delivered by or on behalf of the Borrower or any Affiliate of the Borrower to the Lenders in connection with any Loan Document or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein, or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleadingSection 6.01(p)herein, and such indemnity shall survive any transfer by the Lenders or their successors or assigns of the Loans and (ii) agreeing to reimburse the Lenders and their Affiliates for any legal or other expenses reasonably incurred by such Persons in connection with defending the Liabilities.

Securitization. The Each of Borrower and each Guarantor hereby acknowledges that the Lenders and each of their Affiliates and Related Funds may sell or securitize the Loans (a “Securitization”) the amounts borrowed hereunder (the “Borrowings”) through the pledge of the Loans Borrowings as collateral security for loans to the such Lenders or their Affiliates or Related Funds or through the sale of the Loans Borrowings or the issuance of direct or indirect interests in the LoansBorrowings, which loans to the such Lenders or their Affiliates or Related Funds or direct or indirect interests will be rated by Mxxxx’xXxxxx’x, S&P Standard & Poor’s or one or more other rating agencies (the “Rating Agencies”). The Each of Borrower and each Guarantor shall use commercially reasonable efforts to cooperate with the such Lenders and their Affiliates and Related Funds to effect the Securitization includingSecuritization, without limitation, including by (a) amending this Agreement and the other Loan Documents, and (b) executing such additional documents, as reasonably requested by the such Lenders in connection with order to effect the Securitization, provided that (i) any such amendment cooperation, amendment, or additional documentation does not impose material any additional costs (other than de minimis costs) on the Borrower and or any Guarantor, (ii) any such amendment or additional documentation does not materially adversely affect the rights, or materially increase the obligations, of the Borrower or any Guarantor under the Loan Documents or change or affect in a manner adverse to the Borrower or any Guarantor the financial terms of the LoansBorrowings or add more restrictive covenants or defaults, and (iii) such amendment or additional documentation does not require Borrower or any Guarantor to (x) take any action which would be illegal or would breach any contractual obligation of Borrower or any Guarantor existing prior to the First Amendment Effective Date or (y) indemnify any Person other than the Agent and the Lenders, (bc) providing such information as may be reasonably requested by the such Lenders in connection with the rating of the Loans Borrowings or the Securitization, and (cd) providing in connection with any rating of the Loans Borrowings a certificate (i) agreeing to indemnify the such Lenders and any of their AffiliatesAffiliates and Related Funds, any of the Rating Agencies, or any party providing credit support or otherwise participating in the Securitization (collectively, the “Securitization Parties”) for any losses, claims, damages or liabilities (the “Securitization Liabilities”) to which the Lenders, such Lenders or any of their Affiliates or Related Funds, or such Securitization Parties Parties, may become subject insofar as the Securitization Liabilities arise out of or are based upon any untrue statement or alleged untrue statement a breach of any material fact the representation and warranty contained in any Loan Document Section 4.18 (as if such representation or in any writing delivered by or on behalf of the Borrower or any Affiliate of the Borrower warranty were made to the Lenders in connection with any Loan Document or arise out best of or are based upon the omission or alleged omission to state therein a material fact required to be stated thereinBorrower’s and each Guarantor’s knowledge), or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, and such indemnity shall survive any transfer by the Lenders or their successors or assigns of the Loans and (ii) agreeing to reimburse the such Lenders and their Affiliates and Related Funds, and such Securitization Parties, for any legal or other expenses reasonably incurred by such Persons in connection with defending the Securitization Liabilities.

Securitization. The Borrower Borrowers hereby acknowledges acknowledge that the Lenders and any of their Affiliates may sell or securitize the Loans (a “Securitization”) through the pledge of the Loans as collateral security for loans to the Lenders or their Affiliates or through the sale of the Loans or the issuance of direct or indirect interests in the Loans, which loans to the Lenders or their Affiliates or direct or indirect interests will be rated by Mxxxx’xXxxxx’x, S&P Standard & Poor’s or one or more other rating agencies (the “Rating Agencies”). The Borrower Borrowers shall cooperate with the Lenders and their Affiliates to effect the Securitization including, without limitation, by (a) amending this Agreement and the other Loan Documents, and executing such additional documents, as reasonably requested by the Lenders in connection with the Securitization, provided that (i) any such amendment or additional documentation does not impose material additional costs on the Borrower Borrowers and (ii) any such amendment or additional documentation does not materially adversely affect the rights, or materially increase the obligations, of the Borrower Borrowers under the Loan Documents or change or affect in a manner adverse to the Borrower Borrowers the financial terms of the Loans, (b) providing such information as may be reasonably requested by the Lenders in connection with the rating of the Loans or the Securitization, and (c) providing in connection with any rating of the Loans a certificate (i) agreeing to indemnify the Lenders and any of their Affiliates, any of the Rating Agencies, or any party providing credit support or otherwise participating in the Securitization (collectively, the “Securitization Parties”) for any losses, claims, damages or liabilities (the “Liabilities”) to which the Lenders, their Affiliates or such Securitization Parties may become subject insofar as the Liabilities arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in any Loan Document made by or on behalf of, or in any writing delivered by or on behalf of of, the Borrower or any Affiliate of the Borrower Borrowers and their Affiliates to the Lenders in connection with any Loan Document or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein, or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, misleading and such indemnity shall survive any transfer by the Lenders or their successors or assigns of the Loans and (ii) agreeing to reimburse the Lenders and any of their Affiliates for any legal or other expenses reasonably incurred by such Persons in connection with defending the Liabilities.

Securitization. The Borrower hereby acknowledges that the Lenders Lender and their any of its Affiliates may sell or securitize the Loans (a “"Securitization”") through the pledge of the such Loans as collateral security for loans to the Lenders Lender or their its Affiliates or through the sale of the Loans or the issuance of direct or indirect interests in the Loans, which loans to the Lenders Lender or their Affiliates its Affiliate or direct or indirect interests will be rated by Mxxxx’xXxxxx'x, S&P Standard & Poor's or one or more other rating agencies (the “"Rating Agencies”"). The Borrower shall cooperate with the Lenders Lender and their its Affiliates to effect the Securitization including, without limitation, by (a) amending this Agreement and the other Loan Documents, and executing such additional documents, as reasonably requested by the Lenders Lender, any of the Rating Agencies, or any party providing credit support or otherwise participating in connection with the SecuritizationSecuritization (collectively, "Securitization Parties"), provided that (i) any such amendment or additional documentation does not impose material additional costs on the Borrower and (ii) any such amendment or additional documentation does not materially adversely affect the rights, or materially increase the obligations, of the Borrower under the Loan Documents or change or affect in a manner adverse to the Borrower the financial terms of the Loans, (b) providing such information as may be reasonably requested by the Lenders Lender, any Rating Agency or other Securitization Party in connection with the rating of the Loans or the Securitization, and (c) providing in connection with any rating of the Loans a certificate (i) agreeing to indemnify the Lenders Lender and their Affiliates, any of the Rating Agencies, or any party providing credit support or otherwise participating in the its Affiliates and other Securitization (collectively, the “Securitization Parties”) Parties for any losses, claims, damages or liabilities (the “"Liabilities”") to which the LendersLender, their its Affiliates or such Securitization Parties may become subject insofar as the Liabilities arise out of or are based upon (solely as relates to the Borrower, the other Loan Parties, their Affiliates, their assets, property or business or their obligations to the Lender), any untrue statement or alleged untrue statement of any material fact contained in any Loan Document or in any writing delivered by or on behalf of the Borrower or any Affiliate of the Borrower and its Affiliates to the Lenders Lender in connection with any Loan Document Document, or arise out of or are based upon (solely as relates to the Borrower, the other Loan Parties, their Affiliates, their assets, property or business or their obligations to the Lender), the omission or alleged omission to state therein a material fact required to be stated therein, in such sections or necessary in order to make the statements thereinin such sections, in light of the circumstances under which they were made, not misleading, misleading and such indemnity shall survive any transfer by the Lenders Lender or their its successors or assigns of the Loans and (ii) agreeing to reimburse the Lenders Lender and their any of its Affiliates and other Securitization Parties for any legal or other expenses reasonably incurred by such Persons in connection with defending the Liabilities., (d) making such representations, warranties and covenants with respect to the Borrower, the other Loan Parties and their Affiliates, and their property, as may be reasonably requested by the Rating Agencies or other Securitization Parties, but which do not materially adversely affect the rights, increase the monetary obligations or materially increase the other obligations, of the Borrower under the Loan Documents, and (e) providing such information regarding the Borrower and its Subsidiaries and Affiliates, the Collateral and other property, assets and business of the Loan Parties (including appraisals and valuations) as may be reasonably requested by the Rating Agencies and other Securitization Parties. ARTICLE III

Securitization. The Borrower Borrowers hereby acknowledges acknowledge that the Lenders and any of their Affiliates may sell or securitize the Loans (a “"Securitization”") through the pledge of the Loans as collateral security for loans to the Lenders or their Affiliates or through the sale of the Loans or the issuance of direct or indirect interests in the Loans, which loans to the Lenders or their Affiliates or direct or indirect interests will be rated by Mxxxx’xMoodx'x, S&P Xxandard & Poor's or one or more other rating agencies (the “"Rating Agencies”"). The Borrower Borrowers shall cooperate with the Lenders and their Affiliates to effect the Securitization including, without limitation, by (a) amending this Agreement and the other Loan Documents, and executing such additional documents, as reasonably requested by the Lenders in connection with the Securitization, provided that (i) any such amendment or additional documentation does not impose material additional costs on the Borrower Borrowers and (ii) any such amendment or additional documentation does not materially adversely affect the rights, or materially increase the obligations, of the Borrower Borrowers under the Loan Documents or change or affect in a manner adverse to the Borrower Borrowers the financial terms of the Loans, (b) providing such information as may be reasonably requested by the Lenders in connection with the rating of the Loans or the Securitization, and (c) providing in connection with any rating of the Loans a certificate (i) agreeing to indemnify the Lenders and any of their Affiliates, any of the Rating Agencies, or any party providing credit support or otherwise participating in the Securitization (collectively, the “"Securitization Parties”") for any losses, claims, damages or liabilities (the “"Liabilities”") to which the Lenders, their Affiliates or such Securitization Parties may become subject insofar as the Liabilities arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in any Loan Document or in any writing delivered by or on behalf of the any Borrower or any Affiliate of the Borrower and its Affiliates to the Lenders in connection with any Loan Document or arise out of or are based upon the omission by Borrowers or any of their Affiliates or alleged omission to state therein a material fact required to be stated therein, or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, misleading and such indemnity shall survive any transfer by the Lenders or their successors or assigns of the Loans (collectively, "Indemnified Liabilities") and (ii) agreeing to reimburse the Lenders and any of their Affiliates for any legal or other expenses reasonably incurred by such Persons in connection with defending the Indemnified Liabilities.

Securitization. The Each Borrower hereby acknowledges that the Lenders and their Affiliates may sell or securitize the Loans (a “Securitization”) through the pledge of the Loans as collateral security for loans to the Lenders or their Affiliates or through the sale of the Loans or the issuance of direct or indirect interests in the Loans, which loans to the Lenders or their Affiliates or direct or indirect interests will be rated by Mxxxx’xXxxxx’x, S&P Standard & Poor’s or one or more other rating agencies (the “Rating Agencies”). The Borrower Borrowers shall cooperate with the Lenders and their Affiliates to effect the Securitization including, without limitation, including by (a) amending this Agreement and the other Loan Other Documents, and executing such additional documents, as reasonably requested by the Lenders in connection with the Securitization, ; provided that (i) any such amendment or additional documentation does not impose material additional costs on the Borrower Borrowers and (ii) any such amendment or additional documentation does not materially adversely affect the rights, or materially increase the obligations, of the Borrower Borrowers hereunder or under the Loan Other Documents or change or affect in a manner adverse to the Borrower Borrowers the financial terms of the Loans, (b) providing such information as may be reasonably requested by the Lenders in connection with the rating of the Loans or the Securitization, and (c) providing in connection with any rating of the Loans Loan a certificate (i) agreeing to indemnify the Lenders and their Affiliates, any of the Rating Agencies, or any party providing credit support or otherwise participating in the Securitization (collectively, the “Securitization Parties”) for any losses, claims, damages or liabilities (the “Liabilities”) to which the Lenders, their Affiliates or such Securitization Parties may become subject insofar as the Liabilities arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in this Agreement or any Loan Other Document or in any writing delivered by or on behalf of the Borrower or any Affiliate of the Borrower to the Lenders Agent or Lender in connection with this Agreement or any Loan Other Document or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein, or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, and such indemnity shall survive any transfer by the Lenders or their successors or assigns of the Loans and (ii) agreeing to reimburse Agent, the Lenders and their Affiliates for any legal or other expenses reasonably incurred by such Persons in connection with defending the Liabilities.

Securitization. The Borrower hereby acknowledges that the Lenders and their Affiliates may sell or securitize the Loans (a “"Securitization”") through the pledge of the Loans as collateral security for loans to the Lenders or their Affiliates or through the sale of the Loans or the issuance of direct or indirect interests in the Loans, which loans to the Lenders or their Affiliates or direct or indirect interests will be rated by Mxxxx’xMoody's, S&P or one or more other rating othex xxxxxg agencies (the “"Rating Agencies”"). The Borrower shall cooperate with the Lenders and their Affiliates to effect the Securitization including, without limitation, by (a) amending this Agreement and the other Loan Documents, and executing such additional documents, as reasonably requested by the Lenders in connection with the Securitization, provided that (i) any such amendment or additional documentation does not impose material additional costs on the Borrower and (ii) any such amendment or additional documentation does not materially adversely affect the rights, or materially increase the obligations, of the Borrower under the Loan Documents or change or affect in a manner adverse to the Borrower the financial terms of the Loans, (b) providing such information as may be reasonably requested by the Lenders in connection with the rating of the Loans or the Securitization, and (c) providing in connection with any rating of the Loans a certificate (i) agreeing to indemnify the Lenders and their Affiliates, any of the Rating Agencies, or any party providing credit support or otherwise participating in the Securitization (collectively, the “"Securitization Parties”") for any losses, claims, damages or liabilities (the “"Liabilities”") to which the Lenders, their Affiliates or such Securitization Parties may become subject insofar as the Liabilities arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in any Loan Document or in any writing delivered by or on behalf of the Borrower or any Affiliate of the Borrower to the Lenders in connection with any Loan Document or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein, or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, and such indemnity shall survive any transfer by the Lenders or their successors or assigns of the Loans and (ii) agreeing to reimburse the Lenders and their Affiliates for any legal or other expenses reasonably incurred by such Persons in connection with defending the Liabilities.

Securitization. The Borrower hereby acknowledges that the Lenders Lender and their its Affiliates may sell or securitize the Loans (a “Securitization”) through the pledge of the Loans as collateral security for loans to the Lenders Lender or their its Affiliates or through the sale of the Loans or the issuance of direct or indirect interests in the Loans, which loans to the Lenders or their its Affiliates or direct or indirect interests will be rated by Mxxxx’xXxxxx’x, S&P Standard & Poor’s or one or more other rating agencies (the “Rating Agencies”). The Borrower shall cooperate with the Lenders Lender and their its Affiliates to effect the Securitization including, without limitation, by (a) amending this Agreement and the other Loan Documents, and executing such additional documents, as reasonably requested by the such Lenders in connection with the Securitization, provided that (i) any such amendment or additional documentation does not impose material additional costs on the Borrower Borrower, and (ii) any such amendment or additional documentation does not materially adversely affect the rights, or materially increase the obligations, of the Borrower under the Loan Documents or change or affect in a manner adverse to the Borrower the financial terms of the Loans, (b) providing such information as may be reasonably requested by the Lenders Lender in connection with the rating of the Loans or the Securitization, and (c) providing in connection with any rating of the Loans a certificate (i) agreeing to indemnify the Lenders Lender and their any of its Affiliates, any of the Rating Agencies, or any party providing credit support or otherwise participating in the Securitization (collectively, the “Securitization Parties”) for any losses, claims, damages or liabilities (the “Securitization Liabilities”) to which the LendersLender, their its Affiliates or such Securitization Parties may become subject insofar as the Securitization Liabilities arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in any Loan Document or in any writing delivered by or on behalf of the Borrower or any Affiliate of the Borrower Affiliates to the Lenders Lender in connection with any Loan Document or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein, or necessary in order to make the statements therein, in light of the circumstances under which they were made, made not misleading, and such indemnity shall survive any transfer by the Lenders Lender or their its successors or assigns of the Loans Loans, and (ii) agreeing to reimburse the Lenders and their any of its Affiliates for any legal or other expenses reasonably incurred by such Persons in connection with defending the Securitization Liabilities.

Securitization. The Borrower Loan Parties hereby acknowledges acknowledge that the Lenders and their Affiliates may sell or securitize the Loans (a “Securitization”) through the pledge of the Loans as collateral security for loans to the Lenders or their Affiliates or through the sale of the Loans or the issuance of direct or indirect interests in the Loans, which loans to the Lenders or their Affiliates or direct or indirect interests will be rated by Mxxxx’xXxxxx’x, S&P Standard & Poor’s or one or more other rating agencies (the “Rating Agencies”). The Borrower Loan Parties shall cooperate with the Lenders and their Affiliates to effect the Securitization including, without limitation, by (a) amending this Agreement and the other Loan Documents, and executing such additional documents, as reasonably requested by the Lenders in connection with the Securitization, provided that (i) any such amendment or additional documentation does not impose material additional costs or expenses on the Borrower Loan Parties and (ii) any such amendment or additional documentation does not materially adversely affect the rights, or materially increase the obligations, of the Borrower Loan Parties under the Loan Documents or change or affect in a manner adverse to the Borrower Loan Parties the financial terms of the Loans, (b) providing such information as may be reasonably requested by the Lenders in connection with the rating of the Loans or the Securitization, and (c) providing in connection with any rating of the Loans a certificate (i) agreeing to indemnify the Lenders and their Affiliates, any of the Rating Agencies, or any party providing credit support or otherwise participating in the Securitization (collectively, the “Securitization Parties”) for any losses, claims, damages or liabilities (the “Liabilities”) to which the Lenders, their Affiliates or such Securitization Parties may become subject insofar as the Liabilities arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in any Loan Document or in any writing delivered by or on behalf of the Borrower or any Affiliate of the Borrower Loan Party to the Lenders in connection with any Loan Document or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein, or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, and such indemnity shall survive any transfer by the Lenders or their successors or assigns of the Loans and (ii) agreeing to reimburse the Lenders and their Affiliates for any legal or other expenses reasonably incurred by such Persons in connection with defending the Liabilities.

Securitization. The Parent and Borrower hereby acknowledges acknowledge that the Lenders each Lender and their each of its Affiliates and Related Funds may sell or securitize the Loans Obligations (a “Securitization”) through the pledge of the Loans Obligations as collateral security for loans to the Lenders such Lender or their its Affiliates or Related Funds or through the sale of the Loans Obligations or the issuance of direct or indirect interests in the LoansObligations, which loans to the Lenders such Lender or their its Affiliates or Related Funds or direct or indirect interests will be rated by Mxxxx’xMoody’s, S&P or one or more other rating agencies (the “Rating Agencies”). The Parent and Borrower shall agree to cooperate with the such Lenders and their Affiliates and Related Funds to effect the Securitization including, without limitation, by (a) amending this Agreement and the other Loan Documents, and executing such additional documents, as reasonably requested by the such Lenders in connection with the Securitization, provided that (i) any such amendment or additional documentation does not impose material additional costs on the Borrower (other than costs of a de minimis nature), and (ii) any such amendment or additional documentation does not materially adversely affect the rights, or materially increase the obligationsobligations (other than increases of a de minimis nature), of the Borrower under the Loan Documents or change or affect in a manner adverse to the Borrower the financial terms of the LoansTerm Loan or any Advance, (b) providing such information as may be reasonably requested by the such Lenders in connection with the rating of the Loans Obligations or the Securitization, and (c) providing in connection with any rating of the Loans Obligations or the Securitization a certificate (i) agreeing to indemnify the such Lenders and any of their AffiliatesAffiliates and Related Funds, any of the Rating Agencies, or any party providing credit support or otherwise participating in the Securitization (collectively, the “Securitization Parties”) for any losses, claims, damages or liabilities (the “Securitization Liabilities”) to which the Lenders, such Lenders or any of their Affiliates or Related Funds, or such Securitization Parties Parties, may become subject insofar as the Securitization Liabilities arise out of or are based upon any untrue statement or alleged untrue statement a breach of any material fact the representation and warranty contained in any Loan Document or in any writing delivered by or on behalf of the Borrower or any Affiliate of the Borrower to the Lenders in connection with any Loan Document or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated thereinSection 5.19, or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, and such indemnity shall survive any transfer by the Lenders or their successors or assigns of the Loans and (ii) agreeing to reimburse the such Lenders and their Affiliates and Related Funds for any reasonable legal or other expenses reasonably incurred by such Persons in connection with defending the Securitization Liabilities.” (q) Section 3.4 of the Loan Agreement is hereby amended by deleting the date “April 14, 2009” appearing therein and inserting in lieu thereof the date “April 14, 2010”. (r) Section 3.6 of the Loan Agreement is hereby amended by deleting the last sentence thereof in its entirety and substituting the following therefore: “The foregoing to the contrary notwithstanding, in the event that Borrower repays the Obligations in full and terminates this Agreement pursuant to the first sentence of this Section 3.6 and if (a) such repayment occurs with the proceeds of a refinancing provided by Xxxxx Fargo or WFF or (b) such repayment occurs after the third anniversary of the Closing Date and occurs with the proceeds of (i) Parent’s or Borrower’s consummation of an underwritten public equity offering, or (ii) the sale (by merger or otherwise) of all or substantially all of the Stock of Borrower or all or substantially all of Borrower’s and its Subsidiaries’ assets (other than in connection with a bankruptcy proceeding), in one or a series of related transactions, then the Applicable Prepayment Premium shall be zero ($0).” (s) Article 5 of the Loan Agreement is hereby amended by adding at the end thereof the following as new Section 5.26 as follows:

Securitization. The Borrower Loan Parties hereby acknowledges acknowledge that the Lenders and their Affiliates may sell or securitize the Loans (a “Securitization”) through the pledge of the Loans as collateral security for loans to the Lenders or their Affiliates or through the sale of the Loans or the issuance of direct or indirect interests in the Loans, which loans to the Lenders or their Affiliates or direct or indirect interests will be rated by Mxxxx’x, S&P Standard & Poor’s or one or more other rating agencies (the “Rating Agencies”). The Borrower Loan Parties shall cooperate with the Lenders and their Affiliates to effect the Securitization including, without limitation, by (a) amending this Agreement and the other Loan Documents, and executing such additional documents, as reasonably requested by the Lenders in connection with the Securitization, provided that (i) any such amendment or additional documentation does not impose material additional costs on the Borrower Loan Parties and (ii) any such amendment or additional documentation does not materially adversely affect the rights, or materially increase the obligations, of the Borrower Loan Parties under the Loan Documents or change or affect in a manner adverse to the Borrower Loan Parties the financial terms of the Loans, (b) providing such information as may be reasonably requested by the Lenders in connection with the rating of the Loans or the Securitization, and (c) providing in connection with any rating of the Loans a certificate (i) agreeing to indemnify the Lenders and their Affiliates, any of the Rating Agencies, or any party providing credit support or otherwise participating in the Securitization (collectively, the “Securitization Parties”) for any losses, claims, damages or liabilities (the “Liabilities”) to which the Lenders, their Affiliates or such Securitization Parties may become subject insofar as the Liabilities arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in any Loan Document or in any writing delivered by or on behalf of the Borrower or any Affiliate of the Borrower Loan Party to the Lenders in connection with any Loan Document or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein, or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, and such indemnity shall survive any transfer by the Lenders or their successors or assigns of the Loans and (ii) agreeing to reimburse the Lenders and their Affiliates for any legal or other expenses reasonably incurred by such Persons in connection with defending the Liabilities.

Securitization. The Borrower hereby acknowledges that the Lenders and any of their Affiliates may sell or securitize the Loans (a “"Securitization”") through the pledge of the Loans as collateral security for loans to the such Lenders or their Affiliates or through the sale of the Loans or the issuance of direct or indirect interests in the Loans, which loans to the such Lenders or their Affiliates or direct or indirect interests will be rated by Mxxxx’xMoodx'x, S&P Xxandard & Poor's or one or more other rating agencies (the “"Rating Agencies”"). The Borrower (and QSRD, if applicable) shall cooperate reasonably with the such Lenders and their Affiliates to effect the Securitization including, without limitation, by (a) amending this Agreement and the other Loan Documents, and executing such additional documents, as reasonably requested by the Lenders such Lenders, in connection with the Securitization, ; provided that (i) any such amendment or additional documentation does not impose material additional costs on the Borrower Obligors, and (ii) any such amendment or additional documentation does not materially adversely affect the rights, or materially increase the obligations (including administrative duties or reporting obligations), of the Borrower Obligors under the Loan Documents or change or affect in a manner adverse to the Borrower the financial terms of the Loans, (b) providing such information as may be reasonably requested by the such Lenders in connection with the rating of the Loans or the Securitization, and (c) providing in connection with any rating of the Loans Loans, a certificate (i) agreeing to indemnify the such Lenders and any of their Affiliates, any of the Rating Agencies, or any party providing credit support or otherwise participating in the Securitization (collectively, the “"Securitization Parties”") for any losses, claims, damages or liabilities (the “"Liabilities”") to which the such Lenders, their Affiliates or such Securitization Parties may become subject insofar as the Liabilities arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in any Loan Document or in any writing delivered by or on behalf of the Borrower or any Affiliate of the Borrower Obligors and their respective Affiliates to the Lenders Lender Group in connection with any Loan Document or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein, therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, misleading and such indemnity shall survive any transfer by the such Lenders or their successors or assigns of the Loans and (ii) agreeing to reimburse the such Lenders and any of their Affiliates and other Securitization Parties for any legal or other expenses reasonably incurred by such Persons in connection with defending the Liabilities; and (d) providing such information regarding the Obligors, the Collateral and other property, assets and business of the Obligors (including appraisals and valuations) as may be reasonably requested by such Lenders or their successors or assignees.

Securitization. The Borrower hereby acknowledges that the Lenders and their Affiliates may sell or securitize the Loans (a “"Securitization”") through the pledge of the Loans as collateral security for loans to the Lenders or their Affiliates or through the sale of the Loans or the issuance of direct or indirect interests in the Loans, which loans to the Lenders or their Affiliates or direct or indirect interests will be rated by Mxxxx’xMoody's, S&P Standard & Poor's or one or more other rating agencies (the “Rating xxx "Xating Agencies”"). The Borrower shall cooperate with the Lenders and their Affiliates to effect the Securitization including, without limitation, including by (a) amending this Agreement and the other Loan Documents, and executing such additional documents, as reasonably requested by the Lenders in connection with the Securitization, provided that (i) any such amendment or additional documentation does not impose material additional costs on the Borrower and (ii) any such amendment or additional documentation does not materially adversely affect the rights, or materially increase the obligations, of the Borrower under the Loan Documents or change or affect in a manner adverse to the Borrower the financial terms of the Loans, (b) providing such information as may be reasonably requested by the Lenders in connection with the rating of the Loans or the Securitization, and (c) providing in connection with any rating of the Loans a certificate (i) agreeing to indemnify the Lenders and their Affiliates, any of the Rating Agencies, or any party providing credit support or otherwise participating in the Securitization (collectively, the “"Securitization Parties”") for any losses, claims, damages or liabilities (the “"Liabilities”") to which the Lenders, their Affiliates or such Securitization Parties may become subject insofar as the Liabilities arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in any Loan Document or in any writing delivered by or on behalf of the Borrower any Loan Party to any Agent or any Affiliate of the Borrower to the Lenders Lender in connection with any Loan Document or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein, or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, and such indemnity shall survive any transfer by the Lenders or their successors or assigns of the Loans and (ii) agreeing to reimburse the Agents, the Lenders and their Affiliates for any legal or other expenses reasonably incurred by such Persons in connection with defending the Liabilities.

Securitization. The Borrower hereby acknowledges that the Lenders and their Affiliates may sell or securitize the Loans (a “Securitization”) through the pledge of the Loans as collateral security for loans to the Lenders or their Affiliates or through the sale of the Loans or the issuance of direct or indirect interests in the Loans, which loans to the Lenders or their Affiliates or direct or indirect interests will be rated by Mxxxx’xXxxxx’x, S&P Standard & Poor’s or one or more other rating agencies (the “Rating Agencies”). The Borrower shall cooperate with the Lenders and their Affiliates to effect the Securitization including, without limitation, by (a) amending this Agreement and the other Loan Documents, and executing such additional documents, as reasonably requested by the Lenders in connection with the Securitization, provided that (i) any such amendment or additional documentation does not impose material additional costs on the Borrower and (ii) any such amendment or additional documentation does not materially adversely affect the rights, or materially increase the obligations, of the Borrower under the Loan Documents or change or affect in a manner adverse to the Borrower the financial terms of the Loans, (b) providing such information as may be reasonably requested by the Lenders in connection with the rating of the Loans or the Securitization, and (c) providing in connection with any rating of the Loans a certificate (i) agreeing to indemnify the Lenders and their Affiliates, any of the Rating Agencies, or any party providing credit support or otherwise participating in the Securitization (collectively, the “Securitization Parties”) for any losses, claims, damages or liabilities (the “Liabilities”) to which the Lenders, their Affiliates or such Securitization Parties may become subject insofar as the Liabilities arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in any Loan Document or in any writing delivered by or on behalf of the Borrower or any Affiliate of the Borrower Loan Party to the Lenders in connection with any Loan Document or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein, or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, and such indemnity shall survive any transfer by the Lenders or their successors or assigns of the Loans and (ii) agreeing to reimburse the Lenders and their Affiliates for any legal or other expenses reasonably incurred by such Persons in connection with defending the Liabilities.

Securitization. The Borrower hereby acknowledges that the Lenders and any of their Affiliates may sell or securitize the Loans (a “"Securitization”") through the pledge of the Loans as collateral security for loans to the Lenders or their Affiliates or through the sale of the Loans or the issuance of direct or indirect interests in the Loans, which loans to the Lenders or their Affiliates or direct or indirect interests will be rated by Mxxxx’xMoodx'x, S&P Xxandard & Poor's or one or more other rating agencies (the “"Rating Agencies”"). The Borrower shall cooperate with the Lenders and their Affiliates to effect the Securitization including, without limitation, by (a) amending this Agreement and the other Loan Documents, and executing such additional documents, as reasonably requested by the Lenders in connection with the Securitization, provided that (i) any such amendment or additional documentation does not impose material additional costs on the Borrower and (ii) any such amendment or additional documentation does not materially adversely affect the rights, or materially increase the obligations, of the Borrower under the Loan Documents or change or affect in a manner adverse to the Borrower the financial terms of the Loans, (b) providing such information as may be reasonably requested by the Lenders in connection with the rating of the Loans or the Securitization, and (c) providing in connection with any rating of the Loans a certificate (i) agreeing to indemnify the Lenders and any of their Affiliates, any of the Rating Agencies, or any party providing credit support or otherwise participating in the Securitization (collectively, the “"Securitization Parties”") for any losses, claims, damages or liabilities (the “"Liabilities”") to which the Lenders, their Affiliates or such Securitization Parties may become subject insofar as the Liabilities arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in any Loan Document or in any writing delivered by or on behalf of the Borrower or any Affiliate of the Borrower and its Affiliates to the Lenders in connection with any Loan Document or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein, or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, misleading and such indemnity shall survive any transfer by the Lenders or their successors or assigns of the Loans and (ii) agreeing to reimburse the Lenders and any of their Affiliates for any legal or other expenses reasonably incurred by such Persons in connection with defending the Liabilities.

Securitization. The Borrower hereby acknowledges that the Lenders and their Affiliates may sell or securitize the Loans (a “”Securitization”) through the pledge of the Loans as collateral security for loans to the Lenders or their Affiliates or through the sale of the Loans or the issuance of direct or indirect interests in the Loans, which loans to the Lenders or their Affiliates or direct or indirect interests will be rated by Mxxxx’xXxxxx’x, S&P Standard & Poor’s or one or more other rating agencies (the “Rating Agencies”). The Borrower shall cooperate with the Lenders and their Affiliates to effect the Securitization including, without limitation, including by (a) amending this Agreement and the other Loan Documents, and executing such additional documents, as reasonably requested by the Lenders in connection with the Securitization, provided that (i) any such amendment or additional documentation does not impose material additional costs on the Borrower and (ii) any such amendment or additional documentation does not materially adversely affect the rights, or materially increase the obligations, of the Borrower under the Loan Documents or change or affect in a manner adverse to the Borrower the financial terms of the Loans, (b) providing such information as may be reasonably requested by the Lenders in connection with the rating of the Loans or the Securitization, and (c) providing in connection with any rating of the Loans a certificate (i) agreeing to indemnify the Lenders and their Affiliates, any of the Rating Agencies, or any party providing credit support or otherwise participating in the Securitization (collectively, the “Securitization Parties”) for any losses, claims, damages or liabilities (the “”Liabilities”) to which the Lenders, their Affiliates or such Securitization Parties may become subject insofar as the Liabilities arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in any Loan Document or in any writing delivered by or on behalf of the Borrower any Loan Party to any Agent or any Affiliate of the Borrower to the Lenders Lender in connection with any Loan Document or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein, or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, and such indemnity shall survive any transfer by the Lenders or their successors or assigns of the Loans and (ii) agreeing to reimburse the Agents, the Lenders and their Affiliates for any legal or other expenses reasonably incurred by such Persons in connection with defending the Liabilities.

Securitization. The Each Borrower hereby acknowledges that the Lenders and their Affiliates may sell or securitize the Loans (a “Securitization”) through the pledge of the Loans as collateral security for loans to the Lenders or their Affiliates or through the sale of the Loans or the issuance of direct or indirect interests in the Loans, which loans to the Lenders or their Affiliates or direct or indirect interests will be rated by Mxxxx’x, S&P Standard & Poor’s or one or more other rating agencies (the “Rating Agencies”). The Each Borrower shall cooperate with the Lenders and their Affiliates to effect the Securitization including, without limitation, including by (a) amending this Agreement and the other Loan Documents, and executing such additional documents, as reasonably requested by the Lenders in connection with the Securitization, ; provided that (i) any such amendment or additional documentation does not impose material additional costs on the Borrower Borrowers and (ii) any such amendment or additional documentation does not materially adversely affect the rights, or materially increase the obligations, of the Borrower Borrowers under the Loan Documents or change or affect in a manner adverse to the Borrower Borrowers the financial terms of the Loans, (b) providing such information as may be reasonably requested by the Lenders in connection with the rating of the Loans or the Securitization, and (c) providing in connection with any rating of the Loans a certificate (i) agreeing to indemnify the Lenders and their Affiliates, any of the Rating Agencies, or any party providing credit support or otherwise participating in the Securitization (collectively, the “Securitization Parties”) for any losses, claims, damages or liabilities (the “Liabilities”) to which the Lenders, their Affiliates or such Securitization Parties may become subject insofar as the Liabilities arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in any Loan Document or in any writing delivered by or on behalf of the Borrower any Loan Party to any Agent or any Affiliate of the Borrower to the Lenders Lender in connection with any Loan Document or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein, or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, and such indemnity shall survive any transfer by the Lenders or their successors or assigns of the Loans and (ii) agreeing to reimburse the Agents, the Lenders and their Affiliates for any legal or other expenses reasonably incurred by such Persons in connection with defending the Liabilities.

Securitization. The Borrower hereby acknowledges that the Lenders and their Affiliates may sell or securitize the Loans (a “Securitization”) through the pledge of the Loans as collateral security for loans to the Lenders or their Affiliates or through the sale of the Loans or the issuance of direct or indirect interests in the Loans, which loans to the Lenders or their Affiliates or direct or indirect interests will be rated by Mxxxx’xXxxxx’x, S&P or one or more other rating agencies (the “Rating Agencies”). The Borrower shall cooperate with the Lenders and their Affiliates to effect the Securitization including, without limitation, by (a) i. amending this Agreement and the other Loan Documents, and executing such additional documents, as reasonably requested by the Lenders in connection with the Securitization, provided that (i) 1. any such amendment or additional documentation does not impose material additional costs on the Borrower and (ii) 2. any such amendment or additional documentation does not materially adversely affect the rights, or materially increase the obligations, of the Borrower under the Loan Documents or change or affect in a manner adverse to the Borrower the financial terms of the Loans, (b) ii. providing such information as may be reasonably requested by the Lenders in connection with the rating of the Loans or the Securitization, and (c) iii. providing in connection with any rating of the Loans a certificate (i) 1. agreeing to indemnify the Lenders and their Affiliates, any of the Rating Agencies, or any party providing credit support or otherwise participating in the Securitization (collectively, the “Securitization Parties”) for any losses, claims, damages or liabilities (the “Liabilities”) to which the Lenders, their Affiliates or such Securitization Parties may become subject insofar as the Liabilities arise out of or are based upon any untrue statement or alleged untrue statement of any material fact by Borrower or any Affiliate of Borrower contained in any Loan Document or in any writing delivered by or on behalf of the Borrower or any Affiliate of the Borrower to the Lenders in connection with any Loan Document or arise out of or are based upon the omission or alleged omission by Borrower or any Affiliate of Borrower to state therein a material fact required to be stated therein, or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, and such indemnity shall survive any transfer by the Lenders or their successors or assigns of the Loans and (ii) 2. agreeing to reimburse the Lenders and their Affiliates for any legal or other expenses reasonably incurred by such Persons in connection with defending the Liabilities.

Securitization. The Each of Borrower and each Guarantor hereby acknowledges that the Lenders and each of their Affiliates and Related Funds may sell or securitize the Loans Borrowings (a “Securitization”) through the pledge of the Loans Borrowings as collateral security for loans to the such Lenders or their Affiliates or Related Funds or through the sale of the Loans Borrowings or the issuance of direct or indirect interests in the LoansBorrowings, which loans to the such Lenders or their Affiliates or Related Funds or direct or indirect interests will be rated by Mxxxx’xXxxxx’x, S&P Standard & Poor’s or one or more other rating agencies (the “Rating Agencies”). The Each of Borrower and each Guarantor shall use commercially reasonable efforts to cooperate with the such Lenders and their Affiliates and Related Funds to effect the Securitization includingSecuritization, without limitation, including by (a) amending this Agreement and the other Loan Documents, and (b) executing such additional documents, as reasonably requested by the such Lenders in connection with order to effect the Securitization, provided that (i) any such amendment cooperation, amendment, or additional documentation does not impose material any additional costs (other than de minimis costs) on the Borrower and or any Guarantor, (ii) any such amendment or additional documentation does not materially adversely affect the rights, or materially increase the obligations, of the Borrower or any Guarantor under the Loan Documents or change or affect in a manner adverse to the Borrower or any Guarantor the financial terms of the LoansBorrowings or add more restrictive covenants or defaults, and (iii) such amendment or additional documentation does not require Borrower or any Guarantor to (x) take any action which would be illegal or would breach any contractual obligation of Borrower or any Guarantor existing prior to the Closing Date or (y) indemnify any Person other than the Agent and the Lenders, (bc) providing such information as may be reasonably requested by the such Lenders in connection with the rating of the Loans Borrowings or the Securitization, and (cd) providing in connection with any rating of the Loans Borrowings a certificate (i) agreeing to indemnify the such Lenders and any of their AffiliatesAffiliates and Related Funds, any of the Rating Agencies, or any party providing credit support or otherwise participating in the Securitization (collectively, the “Securitization Parties”) for any losses, claims, damages or liabilities (the “Securitization Liabilities”) to which the Lenders, such Lenders or any of their Affiliates or Related Funds, or such Securitization Parties Parties, may become subject insofar as the Securitization Liabilities arise out of or are based upon any untrue statement or alleged untrue statement a breach of any material fact the representation and warranty contained in any Loan Document Section 4.18 (as if such representation or in any writing delivered by or on behalf of the Borrower or any Affiliate of the Borrower warranty were made to the Lenders in connection with any Loan Document or arise out best of or are based upon the omission or alleged omission to state therein a material fact required to be stated thereinBorrower’s and each Guarantor’s knowledge), or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, and such indemnity shall survive any transfer by the Lenders or their successors or assigns of the Loans and (ii) agreeing to reimburse the such Lenders and their Affiliates and Related Funds, and such Securitization Parties, for any legal or other expenses reasonably incurred by such Persons in connection with defending the Securitization Liabilities.

Securitization. The Borrower hereby acknowledges that the Lenders and their Affiliates may sell or securitize the Loans (a “"Securitization”") through the pledge of the Loans as collateral security for loans to the Lenders or their Affiliates or through the sale of the Loans or the issuance of direct or indirect interests in the Loans, which loans to the Lenders or their Affiliates or direct or indirect interests will be rated by Mxxxx’xMoody's, S&P Standard & Poor's or one or more other rating agencies (the “Rating "Xxxxxx Agencies”"). The Borrower shall cooperate with the Lenders and their Affiliates to effect the Securitization including, without limitation, by (a) amending this Agreement and the other Loan Documents, and executing such additional documents, as reasonably requested by the Lenders in connection with the Securitization, provided that (i) any such amendment or additional documentation does not impose material additional costs on the Borrower and (ii) any such amendment or additional documentation does not materially adversely affect the rights, or materially increase the obligations, of the Borrower under the Loan Documents or change or affect in a manner adverse to the Borrower the financial terms of the Loans, (b) providing such information as may be reasonably requested by the Lenders in connection with the rating of the Loans or the Securitization, and (c) providing in connection with any rating of the Loans a certificate (i) agreeing to indemnify the Lenders and their Affiliates, any of the Rating Agencies, or any party providing credit support or otherwise participating in the Securitization (collectively, the “"Securitization Parties”") for any losses, claims, damages or liabilities (the “"Liabilities”") to which the Lenders, their Affiliates or such Securitization Parties may become subject insofar as the Liabilities arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in any Loan Document or in any writing delivered by or on behalf of the Borrower or any Affiliate of the Borrower Loan Party to the Lenders in connection with any Loan Document or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein, or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, and such indemnity shall survive any transfer by the Lenders or their successors or assigns of the Loans Loans, provided that such indemnity shall not apply to any such Liabilities that are finally determined by a court of competent jurisdiction to have been caused by the gross negligence or willful misconduct of the Lenders, their Affiliates or such Securitization Party, and (ii) agreeing to reimburse the Lenders and their Affiliates for any legal or other expenses reasonably incurred by such Persons in connection with defending the Liabilities.

Securitization. The Borrower Loan Parties hereby acknowledges acknowledge that the Lenders and their Affiliates may seek to sell or securitize the Loans (a “Securitization”) through the pledge of the Loans as collateral security for loans to the Lenders or their Affiliates or through the sale of the Loans or the issuance of direct or indirect interests in the Loans, which loans to the Lenders or their Affiliates or direct or indirect interests will be rated by Mxxxx’xXxxxx’x, S&P Standard & Poor’s or one or more other rating agencies (the “Rating Agencies”). The Borrower Loan Parties shall cooperate with the such Lenders and their Affiliates to effect the Securitization including, without limitation, by (a) amending this Agreement and the other Loan Documents, and executing such additional documents, as reasonably requested by any of the Lenders in connection with the Securitization, provided that (i) any such amendment or additional documentation does not impose material additional costs on the Borrower Loan Parties and (ii) any such amendment or additional documentation does not materially adversely affect the rights, or materially increase the obligations, of the Borrower Loan Parties under the Loan Documents or change or affect in a manner adverse to the Borrower Loan Parties the financial terms of the Loans, (b) providing such information as may be reasonably requested by the Lenders in connection with the rating of the Loans or the Securitization, and (c) providing in connection with any rating of the Loans a certificate (i) agreeing to indemnify the Lenders and their Affiliates, any of the Rating Agencies, or any party providing credit support or otherwise participating in the Securitization (collectively, the “Securitization Parties”) for any losses, claims, damages or liabilities (the “Liabilities”) to which the Lenders, their Affiliates or such Securitization Parties may become subject insofar as the Liabilities arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in any Loan Document or in any writing delivered by or on behalf of the Borrower or any Affiliate of the Borrower Loan Party to the Lenders in connection with any Loan Document or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein, or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, and such indemnity shall survive any transfer by the Lenders or their successors or assigns of the Loans and (ii) agreeing to reimburse the Lenders and their Affiliates for any legal or other expenses reasonably incurred by such Persons in connection with defending the Liabilities.

Securitization. The Borrower hereby acknowledges that the Lenders and any of their Affiliates may sell or securitize the Loans Obligations (a “"Securitization”") through the pledge of the Loans Obligations as collateral security for loans to the such Lenders or their Affiliates or through the sale of the Loans Obligations or the issuance of direct or indirect interests in the LoansObligations, which loans to the such Lenders or their Affiliates or direct or indirect interests will be rated by Mxxxx’xMoody's, S&P Standard & Poor's or one or more other rating agencies axxxxxxx (the “"Rating Agencies”"). The Borrower shall cooperate reasonably with the such Lenders and their Affiliates to effect the Securitization including, without limitation, by (a) amending this Agreement and the other Loan Documents, and executing such additional documents, as reasonably requested by the Lenders such Lenders, in connection with the Securitization, provided that (i) any such amendment or additional documentation does not impose material additional costs on the Borrower and Borrower, (ii) any such amendment or additional documentation does not materially adversely affect the rights, or materially increase the obligations (including administrative duties or reporting obligations), of the Borrower under the Loan Credit Documents or change or affect in a manner adverse to the Borrower the financial terms of the LoansObligations, and (b) providing such information as may be reasonably requested by the Lenders such Lenders, in connection with the rating of the Loans Obligations or the Securitization, and (c) providing in connection with any rating of the Loans Obligations, a certificate (i) agreeing to indemnify the such Lenders and any of their Affiliates, any of the Rating Agencies, or any party providing credit support or otherwise participating in the Securitization (collectively, the “"Securitization Parties”") for any losses, claims, damages or liabilities (the “"Liabilities”") to which the such Lenders, their Affiliates or such Securitization Parties may become subject insofar as the Liabilities arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in any Loan Credit Document or in any writing delivered by or on behalf of the Borrower or any Affiliate of the Borrower and its respective Affiliates to the Agent or one or more Lenders in connection with any Loan Credit Document or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein, therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, misleading and such indemnity shall survive any transfer by the such Lenders or their successors or assigns of the Loans Obligations, and (ii) agreeing to reimburse the such Lenders and any of their Affiliates and other Securitization Parties for any legal or other expenses reasonably incurred by such Persons in connection with defending the Liabilities; and (d) providing such information regarding the Borrower, the Guarantors, the Collateral and other property, assets and business of the Borrower and the Guarantors (including appraisals and valuations) as may be reasonably requested by such Lenders or their successors or assignees.

Securitization. The Borrower hereby acknowledges that the Lenders and their Affiliates may sell or securitize the Loans (a “"Securitization”") through the pledge of the Loans as collateral security for loans to the Lenders or their Affiliates or through the sale of the Loans or the issuance of direct or indirect interests in the Loans, which loans to the Lenders or their Affiliates or direct or indirect interests will be rated by Mxxxx’xMoody's, S&P or Standard Poxx'x xx one or more other rating agencies (the “"Rating Agencies”"). The Borrower shall cooperate with the Lenders and their Affiliates to effect the Securitization including, without limitation, by (a) amending this Agreement and the other Loan Documents, and executing such additional documents, as reasonably requested by the Lenders in connection with the Securitization, provided that (i) any such amendment or additional documentation does not impose material additional costs on the Borrower and (ii) any such amendment or additional documentation does not materially adversely affect the rights, or materially increase the obligations, of the Borrower under the Loan Documents or change or affect in a manner adverse to the Borrower the financial terms of the Loans, (b) providing such information as may be reasonably requested by the Lenders in connection with the rating of the Loans or the Securitization, and (c) providing in connection with any rating of the Loans a certificate (i) agreeing to indemnify the Lenders and their Affiliates, any of the Rating Agencies, or any party providing credit support or otherwise participating in the Securitization (collectively, the “"Securitization Parties”") for any losses, claims, damages or liabilities (the “"Liabilities”") to which the Lenders, their Affiliates or such Securitization Parties may become subject insofar as the Liabilities arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in any Loan Document or in any writing delivered by or on behalf of the Borrower or any Affiliate of the Borrower Loan Party to the Lenders in connection with any Loan Document or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein, or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, and such indemnity shall survive any transfer by the Lenders or their successors or assigns of the Loans and (ii) agreeing to reimburse the Lenders and their Affiliates for any legal or other expenses reasonably incurred by such Persons in connection with defending the Liabilities. [SIGNATURES BEGIN NEXT PAGE] BORROWER: GULFWEST OIL GAS COMPANY By:__\s\ Thomas R. Kaetzer Thomas R. Kaetzer President ADMINISTRATIVE AGENT: HIGHBRIDGE/ZWIRN SPECIAL OPPORTUNITIES FUND, L.P., as Administrative Agent By: \s\ D. B. Zwirn Co., L.P. XXXXXX: HIGHBRIDGE/ZWIRN SPECIAL OPPORTUNITIES FUND, L.P. By: D.B. Zwirn Co., L.P. Address: 745 5th Avenue, 18th Fxxxx Xxx Xxxx, Xxx Xxxx 00000 Attention: Morris W. Macleod Telecopy: (212) 287-4263 LENDER: DRAWBRIDGE SPECIAL OPPORTUNITIES FUND LP By: \s\ Drawbridge Special Opportunities GP LLC Address: 1251 Avenue of the Americas Suite 1600 Xxx Xxxx, Xxx Xxxx 00000 Attention: Telecopy: JOINDER BY Setex Oil Gas Company Setex Oil Gas Company, a Texas corporation, hereby joins in the execution of this Credit Agreement to evidence its acknowledgment and agreement (i) to undertake to perform all obligations which under the terms of the Agreement or any other Loan Document Borrower is required to cause Operator to perform, (ii) not to do any action which the Borrower under the terms of the Agreement or any other Loan Document is obligated not to permit Operator to do, (iii) to Agent's right to terminate the Contract Operating Agreement between the Borrower and Operator as provided in Sections 8.06(i) and 10.02(d), and (iv) to not amend, modify, restate or change in any fashion the Contract Operating Agreement. Note Setex Oil Gas Company, is not a party to the Agreement and is no way liable for or responsible for the payment of any Loans that are or maybe in the future outstanding under the Agreement; its joinder hereby is solely for the purposes set forth above in this paragraph and no other. Setex Oil Gas Company By: \s\ Thomas R. Kaetzer Thomas R. Kaetzer President Address for Notices: Setex Oil Gas Company 4801 N. Sam Houston Pkxx. X. Xxxxx 300 Houston, Texas 77060 Attention of Thomas R. Kaetzer Telecopy No. 281-260-8488 Annex I ANNEX I LIST OF MAXIMUM CREDIT AMOUNTS Aggregate Maximum Credit Amounts Name of Lender Applicable Maximum Percentage Credit Amount Drawbridge Special Opportunities Fund LP 50% $9,000,000 Highbridge/Zwirn Special Opportunxxxxx Fund, L.P. 50% $9,000,000 TOTAL 100.00% 18,000,000 Exhibit B EXHIBIT A FORM OF AMEDED AND RESTATED NOTE $18,000,000 April 27, 2004 FOR VALUE RECEIVED, GulfWest Oil Gas Company, a Texas corporation (the "Borrower"), hereby promises to pay to the order of [ ] (the "Lender"), at the principal office of Highbridge/Zwirn Special Opportxxxxxes Fund, L.P. (the "Administrative Agent"), at 745 Fifth Avenue, 18tx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000, xxx xxxxxxxxx xxx xf EIGHTEEN MILLION Dollars ($18,000,000), in lawful money of the United States of America and in immediately available funds, on the dates and in the principal amounts provided in the Credit Agreement, and to pay interest on the unpaid principal amount of each such Loan, at such office, in like money and funds, for the period commencing on the date of such Loan until such Loan shall be paid in full, at the rates per annum and on the dates provided in the Credit Agreement. The date and amount of the Loan made by the Lender to the Borrower, and each payment made on account of the principal thereof, shall be recorded by the Lender on its books and, prior to any transfer of this Amended and Restated Note, may be endorsed by the Lender on the schedules attached hereto or any continuation thereof or on any separate record maintained by the Lender. Failure to make any such notation or to attach a schedule shall not affect any Lender's or the Borrower's rights or obligations in respect of such Loans or affect the validity of such transfer by any Lender of this Amended and Restated Note. This Amended and Restated Note is one of the Notes referred to in the Credit Agreement dated as of April 27, 2004 among the Borrower, the Administrative Agent, and the other agents and lenders signatory thereto (including the Lender), and evidences Loans made by the Lender thereunder (such Credit Agreement as the same may be amended, supplemented or restated from time to time, the "Credit Agreement"). Capitalized terms used in this Amended and Restated Note have the respective meanings assigned to them in the Credit Agreement. This Amended and Restated Note is issued pursuant to the Credit Agreement and is entitled to the benefits provided for in the Credit Agreement and the other Loan Documents. The Credit Agreement provides for the acceleration of the maturity of this Amended and Restated Note upon the occurrence of certain events, for prepayments of Loans upon the terms and conditions specified therein and other provisions relevant to this Amended and Restated Note. This Amended and Restated Note represents a renewal, rearrangement and modification to that certain Amended and Restated Advancing Note dated effective as of April 5, 2000, made by Borrower in the stated original amount of $36,102,000 ("Prior Note"). All collateral given to secure the Prior Note shall also secure this Amended and Restated Note. THIS AMENDED AND RESTATED NOTE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK. GULFWEST OIL GAS COMPANY By: \s\ Thomas R. Kaetzer Name: Thomas R. Kaetzer Title: President EXHIBIT B FORM OF BORROWING REQUEST _________, 200__ GulfWest Oil Gas Company, a Texas corporation (the "Borrower"), pursuant to Section 2.03 of the Credit Agreement dated as -------- of April 27, 2004 (together with all amendments, restatements, supplements or other modifications thereto, the "Credit Agreement") among the Borrower, Highbridge/Zwirn Special Opportuxxxxxs Fund, L.P., as Administrative Agent and the other agents and lenders (the "Lenders") that are or become parties thereto (unless otherwise defined herein, each capitalized term used herein is defined in the Credit Agreement), hereby requests a Borrowing as follows: (i) ______Aggregate amount of the requested Borrowing is $18,000,000; (ii) _____Date of such Borrowing is [ ], 2004; and (iii) ___Location and number of the Borrower's account to which funds are to be disbursed, which shall comply with the requirements of Section 2.04 of the Credit Agreement, is as follows: [-----------------] [-----------------] [-----------------] [-----------------] [-----------------] The undersigned certifies that he/she is the [ ] of the Borrower, and that as such he/she is authorized to execute this certificate on behalf of the Borrower. The undersigned further certifies, represents and warrants on behalf of the Borrower that the Borrower is entitled to receive the requested Borrowing under the terms and conditions of the Credit Agreement. GULFWEST OIL GAS COMPANY By: Name: Title: Exhibit D EXHIBIT D FORM OF COMPLIANCE CERTIFICATE The undersigned hereby certifies that he/she is the [ ] of GulfWest Oil Gas Company, a Texas corporation (the "Borrower"), and that as such he/she is authorized to execute this certificate on behalf of the Borrower. With reference to the Credit Agreement dated as of April 27, 2004 (together with all amendments, restatements, supplements or other modifications thereto being the "Agreement") among the Borrower, Highbridge/Zwirn Special Opportxxxxxes Fund, L.P. as Administrative Agent, and the other agents and lenders (the "Lenders") that are or become a party thereto, and such Lenders, the undersigned represents and warrants as follows (each capitalized term used herein having the same meaning given to it in the Agreement unless otherwise specified): (a) ______The representations and warranties of the Borrower contained in ARTICLE VII of the Agreement and in the Loan Documents and otherwise made in writing by or on behalf of the Borrower pursuant to the Agreement and the Loan Documents were true and correct when made, and are repeated at and as of the time of delivery hereof and are true and correct in all material respects at and as of the time of delivery hereof, except to the extent such representations and warranties are expressly limited to an earlier date or the Lenders have expressly consented in writing to the contrary. (b) ______The Borrower has performed and complied with all agreements and conditions contained in the Agreement and in the Loan Documents required to be performed or complied with by it prior to or at the time of delivery hereof [or specify default and describe]. (c) ______Since [same date as audited financials in Section 7.04(a)], no change has occurred, either in any case or in the aggregate, in the condition, financial or otherwise, of the Borrower or any Subsidiary which could reasonably be expected to have a Material Adverse Effect [or specify event]. (d) ______There exists no Default or Event of Default [or specify Default and describe]. (e) ______Attached hereto are the detailed computations necessary to determine whether the Borrower is in compliance with Section 9.01 and Section 8.14 as of the end of the [fiscal quarter][fiscal year] ending [ ]. EXECUTED AND DELIVERED this [ ] day of [ ]. GULFWEST OIL GAS COMPANY By: Name: Title: EXHIBIT E-1 FORM OF LEGAL OPINION OF [ ] EXHIBIT E-2 FORM OF LEGAL OPINION OF LOCAL COUNSEL [ ] [ ], 2004 as Administration Agent Re: Credit Agreement dated as of April ___, 2004 among GulfWest Oil Gas Company, a ______________ corporation (the "Borrower"), the banks now or hereafter signatory thereto (the "Lenders"), and [ ], as administrative agent for the Lenders (in such capacity the "Administrative Agent"), and other agents for the Lenders (the "Credit Agreement").

Securitization. The Borrower Borrowers hereby acknowledges acknowledge that the Lenders and any of their Affiliates may sell or securitize the Loans (a “Securitization”"SECURITIZATION") through the pledge of the Loans as collateral security for loans to the Lenders or their Affiliates or through the sale of the Loans or the issuance of direct or indirect interests in the Loans, which loans to the Lenders or their Affiliates or direct or indirect interests will be rated by Mxxxx’xXxxxx'x, S&P Standard & Poor's or one or more other rating agencies (the “Rating Agencies”"RATING AGENCIES"). The Borrower Borrowers shall cooperate with the Lenders and their Affiliates to effect the Securitization including, without limitation, by (a) amending this Agreement and the other Loan Documents, and executing such additional documents, as reasonably requested by the Lenders in connection with the Securitization, provided that PROVIDED THAT (i) any such amendment or additional documentation does not impose material additional costs on the Borrower Borrowers and (ii) any such amendment or additional documentation does not materially adversely affect the rights, or materially increase the obligations, of the Borrower Borrowers under the Loan Documents or change or affect in a manner adverse to the Borrower Borrowers the financial terms of the Loans, (b) providing such information as may be reasonably requested by the Lenders in connection with the rating of the Loans or the Securitization, and (c) providing in connection with any rating of the Loans a certificate (i) agreeing to indemnify the Lenders and any of their Affiliates, any of the Rating Agencies, or any party providing credit support or otherwise participating in the Securitization (collectively, the “Securitization Parties”"SECURITIZATION PARTIES") for any losses, claims, damages or liabilities (the “Liabilities”"LIABILITIES") to which the Lenders, their Affiliates or such Securitization Parties may become subject insofar as the Liabilities arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in any Loan Document made by or on behalf of, or in any writing delivered by or on behalf of of, the Borrower or any Affiliate of the Borrower Borrowers and their Affiliates to the Lenders in connection with any Loan Document or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein, or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, misleading and such indemnity shall survive any transfer by the Lenders or their successors or assigns of the Loans and (ii) agreeing to reimburse the Lenders and any of their Affiliates for any legal or other expenses reasonably incurred by such Persons in connection with defending the Liabilities.

Securitization. The Borrower Borrowers hereby acknowledges acknowledge that the Lenders and any of their Affiliates may sell or securitize the Loans (a “Securitization”"SECURITIZATION") through the pledge of the Loans as collateral security for loans to the Lenders or their Affiliates or through the sale of the Loans or the issuance of direct or indirect interests in the Loans, which loans to the Lenders or their Affiliates or direct or indirect interests will be rated by Mxxxx’xMoodx'x, S&P Xxandard & Poor's or one or more other rating agencies (the “Rating Agencies”"RATING AGENCIES"). The Borrower Borrowers shall cooperate with the Lenders and their Affiliates to effect the Securitization including, without limitation, by (a) amending this Agreement and the other Loan Documents, and executing such additional documents, as reasonably requested by the Lenders in connection with the Securitization, provided that PROVIDED THAT (i) any such amendment or additional documentation does not impose material additional costs on the Borrower Borrowers and (ii) any such amendment or additional documentation does not materially adversely affect the rights, or materially increase the obligations, of the Borrower Borrowers under the Loan Documents or change or affect in a manner adverse to the Borrower Borrowers the financial terms of the Loans, (b) providing such information as may be reasonably requested by the Lenders in connection with the rating of the Loans or the Securitization, and (c) providing in connection with any rating of the Loans a certificate (i) agreeing to indemnify the Lenders and any of their Affiliates, any of the Rating Agencies, or any party providing credit support or otherwise participating in the Securitization (collectively, the “Securitization Parties”"SECURITIZATION PARTIES") for any losses, claims, damages or liabilities (the “Liabilities”"LIABILITIES") to which the Lenders, their Affiliates or such Securitization Parties may become subject insofar as the Liabilities arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in any Loan Document or in any writing delivered by or on behalf of the Borrower or any Affiliate of the Borrower Borrowers and their Affiliates to the Lenders in connection with any Loan Document or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein, or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, misleading and such indemnity shall survive any transfer by the Lenders or their successors or assigns of the Loans and (ii) agreeing to reimburse the Lenders and any of their Affiliates for any legal or other expenses reasonably incurred by such Persons in connection with defending the Liabilities.

Securitization. The Borrower Loan Parties hereby acknowledges acknowledge that the Lenders and their Affiliates may sell or securitize the Loans (a “"Securitization”") through the pledge of the Loans as collateral security for loans to the Lenders or their Affiliates or through the sale of the Loans or the issuance of direct or indirect interests in the Loans, which loans to the Lenders or their Affiliates or direct or indirect interests will be rated by Mxxxx’xMoody's, S&P Standard & Poor's or one or more other rating agencies (the “Rating "Xxxxxx Agencies”"). The Borrower Loan Parties shall cooperate with the Lenders and their Affiliates to effect the Securitization Securitization, including, without limitation, by (a) amending this Agreement and the other Loan Documents, and executing such additional documents, as reasonably requested by the Lenders in connection with the Securitization, provided that (i) any such amendment or additional documentation does not impose material additional costs on the Borrower Loan Parties and (ii) any such amendment or additional documentation does not materially adversely affect the rights, or materially increase the obligations, of the Borrower Loan Parties under the Loan Documents or change or affect in a manner adverse to the Borrower Loan Parties the financial terms of the Loans, (b) providing such information as may be reasonably requested by the Lenders in connection with the rating of the Loans or the Securitization, and (c) providing in connection with any rating of the Loans a certificate (i) agreeing to indemnify the Lenders and their Affiliates, any of the Rating Agencies, or any party providing credit support or otherwise participating in the Securitization (collectively, the “"Securitization Parties”") for any losses, claims, damages or liabilities (the “"Liabilities”") to which the Lenders, their Affiliates or such Securitization Parties may become subject insofar as the Liabilities arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in any Loan Document or in any writing delivered by or on behalf of the Borrower or any Affiliate of the Borrower Loan Party to the Lenders in connection with any Loan Document or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein, or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, and such indemnity shall survive any transfer by the Lenders or their successors or assigns of the Loans and (ii) agreeing to reimburse the Lenders and their Affiliates for any legal or other expenses reasonably incurred by such Persons in connection with defending the Liabilities.

Securitization. The Borrower Loan Parties hereby acknowledges acknowledge that the Lenders and their Affiliates may sell or securitize the Loans (a “"Securitization”") through the pledge of the Loans as collateral security for loans to the Lenders or their Affiliates or through the sale of the Loans or the issuance of direct or indirect interests in the Loans, which loans to the Lenders or their Affiliates or direct or indirect interests will be rated by Mxxxx’xXxxxx'x, S&P Standard & Poor's or one or more other rating agencies (the “"Rating Agencies”"). The Borrower Loan Parties shall cooperate with the Lenders and their Affiliates to effect the Securitization including, without limitation, by (a) amending this Agreement and the other Loan Documents, and executing such additional documents, as reasonably requested by the Lenders in connection with the Securitization, provided that (i) any such amendment or additional documentation does not impose material additional costs on the Borrower Loan Parties and (ii) any such amendment or additional documentation does not materially adversely affect the rights, or materially increase the obligations, of the Borrower Loan Parties under the Loan Documents or change or affect in a manner adverse to the Borrower Loan Parties the financial terms of the Loans, (b) providing such information as may be reasonably requested by the Lenders in connection with the rating of the Loans or the Securitization, and (c) providing in connection with any rating of the Loans a certificate (i) agreeing to indemnify the Lenders and their Affiliates, any of the Rating Agencies, or any party providing credit support or otherwise participating in the Securitization (collectively, the “"Securitization Parties”") for any losses, claims, damages or liabilities (the “"Liabilities”") to which the Lenders, their Affiliates or such Securitization Parties may become subject insofar as the Liabilities arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in any Loan Document or in any writing delivered by or on behalf of the Borrower or any Affiliate of the Borrower Loan Party to the Lenders in connection with any Loan Document or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein, or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, and such indemnity shall survive any transfer by the Lenders or their successors or assigns of the Loans and (ii) agreeing to reimburse the Lenders and their Affiliates for any legal or other expenses reasonably incurred by such Persons in connection with defending the Liabilities.

Securitization. The Borrower hereby acknowledges that the Lenders and their Affiliates may sell or securitize the Loans (a “"Securitization”") through the pledge of the Loans as collateral security for loans to the Lenders or their Affiliates or through the sale of the Loans or the issuance of direct or indirect interests in the Loans, which loans to the Lenders or their Affiliates or direct or indirect interests will be rated by Mxxxx’xMxxxx'x, S&P or one or more other rating agencies (the “"Rating Agencies”"). The Borrower shall cooperate with the Lenders and their Affiliates to effect the Securitization including, without limitation, by (a) amending this Agreement and the other Loan Documents, and executing such additional documents, as reasonably requested by the Lenders in connection with the Securitization, provided that (i) any such amendment or additional documentation does not impose material additional costs on the Borrower and (ii) any such amendment or additional documentation does not materially adversely affect the rights, or materially increase the obligations, of the Borrower under the Loan Documents or change or affect in a manner adverse to the Borrower the financial terms of the Loans, (b) providing such information as may be reasonably requested by the Lenders in connection with the rating of the Loans or the Securitization, and (c) providing in connection with any rating of the Loans a certificate (i) agreeing to indemnify the Lenders and their Affiliates, any of the Rating Agencies, or any party providing credit support or otherwise participating in the Securitization (collectively, the “"Securitization Parties”") for any losses, claims, damages or liabilities (the “"Liabilities”") to which the Lenders, their Affiliates or such Securitization Parties may become subject insofar as the Liabilities arise out of or are based upon any untrue statement or alleged untrue statement of any material fact by Borrower or any Affiliate of Borrower contained in any Loan Document or in any writing delivered by or on behalf of the Borrower or any Affiliate of the Borrower to the Lenders in connection with any Loan Document or arise out of or are based upon the omission or alleged omission by Borrower or any Affiliate of Borrower to state therein a material fact required to be stated therein, or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, and such indemnity shall survive any transfer by the Lenders or their successors or assigns of the Loans and (ii) agreeing to reimburse the Lenders and their Affiliates for any legal or other expenses reasonably incurred by such Persons in connection with defending the Liabilities.

Securitization. The Borrower Loan Parties hereby acknowledges acknowledge that the Lenders and their Affiliates may sell or securitize the Loans (a “"Securitization”") through the pledge of the Loans as collateral security for loans to the Lenders or their Affiliates or through the sale of the Loans or the issuance of direct or indirect interests in the Loans, which loans to the Lenders or their Affiliates or direct or indirect interests will be rated by Mxxxx’xXxxxx'x, S&P Standard & Poor's or one or more other rating agencies (the “"Rating Agencies”"). The Borrower Loan Parties shall cooperate with the Lenders and their Affiliates to effect the Securitization Securitization, including, without limitation, by (a) amending this Agreement and the other Loan Documents, and executing such additional documents, as reasonably requested by the Lenders in connection with the Securitization, provided that (i) any such amendment or additional documentation does not impose material additional costs on the Borrower Loan Parties and (ii) any such amendment or additional documentation does not materially adversely affect the rights, or materially increase the obligations, of the Borrower Loan Parties under the Loan Documents or change or affect in a manner adverse to the Borrower Loan Parties the financial terms of the Loans, (b) providing such information as may be reasonably requested by the Lenders in connection with the rating of the Loans or the Securitization, and (c) providing in connection with any rating of the Loans a certificate (i) agreeing to indemnify the Lenders and their Affiliates, any of the Rating Agencies, or any party providing credit support or otherwise participating in the Securitization (collectively, the “"Securitization Parties”") for any losses, claims, damages or liabilities (the “"Liabilities”") to which the Lenders, their Affiliates or such Securitization Parties may become subject insofar as the Liabilities arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in any Loan Document or in any writing delivered by or on behalf of the Borrower or any Affiliate of the Borrower Loan Party to the Lenders in connection with any Loan Document or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein, or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, and such indemnity shall survive any transfer by the Lenders or their successors or assigns of the Loans and (ii) agreeing to reimburse the Lenders and their Affiliates for any legal or other expenses reasonably incurred by such Persons in connection with defending the Liabilities.

Securitization. The Borrower Loan Parties hereby acknowledges -------------- acknowledge that the Lenders and their Affiliates may sell or securitize the Loans (a “"Securitization”") through the pledge of the Loans as collateral -------------- security for loans to the Lenders or their Affiliates or through the sale of the Loans or the issuance of direct or indirect interests in the Loans, which loans to the Lenders or their Affiliates or direct or indirect interests will be rated by Mxxxx’xXxxxx'x, S&P Standard & Poor's or one or more other rating agencies (the “"Rating Agencies”"). The Borrower Loan Parties shall cooperate --------------- with the Lenders and their Affiliates to effect the Securitization including, without limitation, by (a) amending this Agreement and the other Loan Documents, and executing such additional documents, as reasonably requested by the Lenders in connection with the Securitization, provided -------- that (i) any such amendment or additional documentation does not impose ---- material additional costs on the Borrower Loan Parties and (ii) any such amendment or additional documentation does not materially adversely affect the rights, or materially increase the obligations, of the Borrower Loan Parties under the Loan Documents or change or affect in a manner adverse to the Borrower Loan Parties the financial terms of the Loans, (b) providing such information as may be reasonably requested by the Lenders in connection with the rating of the Loans or the Securitization, and (c) providing in connection with any rating of the Loans a certificate (i) agreeing to indemnify the Lenders and their Affiliates, any of the Rating Agencies, or any party providing credit support or otherwise participating in the Securitization (collectively, the “"Securitization Parties”") for any losses, claims, damages or liabilities ---------------------- (the “"Liabilities”") to which the Lenders, their Affiliates or such ----------- Securitization Parties may become subject insofar as the Liabilities arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in any Loan Document or in any writing delivered by or on behalf of the Borrower or any Affiliate of the Borrower Loan Party to the Lenders in connection with any Loan Document or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein, or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, and such indemnity shall survive any transfer by the Lenders or their successors or assigns of the Loans and (ii) agreeing to reimburse the Lenders and their Affiliates for any legal or other expenses reasonably incurred by such Persons in connection with defending the Liabilities.

Securitization. The Borrower Loan Parties hereby acknowledges acknowledge that the Lenders and their Affiliates may sell or securitize the Loans Term Loan (a “Securitization”A "SECURITIZATION") through the pledge of the Loans Term Loan as collateral security for loans to the Lenders or their Affiliates or through the sale of the Loans Term Loan or the issuance of direct or indirect interests in the LoansTerm Loan, which loans to the Lenders or their Affiliates or direct or indirect interests will be rated by Mxxxx’xXxxxx'x, S&P Standard & Poor's or one or more other rating agencies (the “Rating Agencies”"RATING AGENCIES"). The Borrower Loan Parties shall cooperate with the Lenders and their Affiliates to effect the Securitization including, without limitation, by (a) amending this Agreement and the other Loan Documents, and executing such additional documents, as reasonably requested by the Lenders in connection with the Securitization, provided that PROVIDED THAT (i) any such amendment or additional documentation does not impose material additional costs on the Borrower Loan Parties and (ii) any such amendment or additional documentation does not materially adversely affect the rights, or materially increase the obligations, of the Borrower Loan Parties under the Loan Documents or change or affect in a manner adverse to the Borrower Loan Parties the financial terms of the LoansTerm Loan, (b) providing such information as may be reasonably requested by the Lenders in connection with the rating of the Loans Term Loan or the Securitization, and (c) providing in connection with any rating of the Loans Term Loan a certificate (i) agreeing to indemnify the Lenders and their Affiliates, any of the Rating Agencies, or any party providing credit support or otherwise participating in the Securitization (collectively, the “Securitization Parties”"SECURITIZATION PARTIES") for any losses, claims, damages or liabilities (the “Liabilities”"LIABILITIES") to which the Lenders, their Affiliates or such Securitization Parties may become subject insofar as the Liabilities arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in any Loan Document or in any writing delivered by or on behalf of the Borrower or any Affiliate of the Borrower Loan Party to the Lenders in connection with any Loan Document or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein, or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, and such indemnity shall survive any transfer by the Lenders or their successors or assigns of the Loans Term Loan and (ii) agreeing to reimburse the Lenders and their Affiliates for any legal or other expenses reasonably incurred by such Persons in connection with defending the Liabilities.

Securitization. The Each Borrower hereby acknowledges that the Lenders each Lender with a Term Loan and their each of its Affiliates and Related Funds may sell or securitize the Loans Term Loan (a “Securitization”) through the pledge of the Loans Term Loan as collateral security for loans to the Lenders such Lender or their its Affiliates or Related Funds or through the sale of the Loans Term Loan or the issuance of direct or indirect interests in the LoansTerm Loan, which loans to the Lenders such Lender or their its Affiliates or Related Funds or direct or indirect interests will be rated by Mxxxx’xXxxxx’x, S&P S&P’s or one or more other rating agencies (the “Rating Agencies”). The Each Borrower shall agrees to cooperate with the such Lenders and their Affiliates and Related Funds to effect the Securitization including, without limitation, by (a) amending this Agreement and the other Loan Documents, and executing such additional documents, as reasonably requested by the such Lenders in connection with the Securitization, provided that (i) any such amendment or additional documentation does not impose material additional costs on the Borrower Borrowers, and (ii) any such amendment or additional documentation does not materially adversely affect the rights, or materially increase the obligations, of the such Borrower under the Loan Documents or change or affect in a manner adverse to the such Borrower the financial terms of the LoansTerm Loan, (b) providing such information as may be reasonably requested by the such Lenders in connection with the rating of the Loans Term Loan or the Securitization, and (c) providing in connection with any rating of the Loans Term Loan, a certificate (i) agreeing to indemnify the such Lenders and any of their AffiliatesAffiliates and Related Funds, any of the Rating Agencies, or any party providing credit support or otherwise participating in the Securitization (collectively, the “Securitization Parties”) for any losses, claims, damages or liabilities (the “Securitization Liabilities”) to which the Lenders, such Lenders or any of their Affiliates or Related Funds, or such Securitization Parties Parties, may become subject insofar as the Securitization Liabilities arise out of or are based upon any untrue statement or alleged untrue statement a breach of any material fact the representation and warranty contained in any Loan Document or in any writing delivered by or on behalf of the Borrower or any Affiliate of the Borrower to the Lenders in connection with any Loan Document or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated thereinSection 4.15, or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, and such indemnity shall survive any transfer by the Lenders or their successors or assigns of the Loans and (ii) agreeing to reimburse the such Lenders and their Affiliates and Related Funds, and such Securitization Parties, for any legal or other expenses reasonably incurred by such Persons in connection with defending the Securitization Liabilities. Notwithstanding the foregoing, this Section 2.17 is subject to Agent’s and the Required Lenders’ rights and obligations under Sections 13 and 14 hereof in all respects and, in the event of a direct conflict between this Section 2.17 and any provision of Section 13 or 14 with respect to Agent’s and the Required Lenders’ rights and obligations, it is the intent of the parties that the applicable provision of Section 13 or 14 shall control and govern.

Securitization. The Borrower hereby acknowledges that the Lenders each Lender with a Term Loan B or Term Loan C and their each of its Affiliates and Related Funds may sell or securitize the Loans Term Loan B or Term Loan C, as applicable, (a “Securitization”) through the pledge of the Loans Term Loan B or Term Loan C, as applicable, as collateral security for loans to the Lenders such Lender or their its Affiliates or Related Funds or through the sale of the Loans Term Loan B or Term Loan C, as applicable, or the issuance of direct or indirect interests in the LoansTerm Loan B or Term Loan C, as applicable, which loans to the Lenders such Lender or their its Affiliates or Related Funds or direct or indirect interests will be rated by Mxxxx’x, S&P or one or more other rating agencies (the “Rating Agencies”). The Borrower shall agrees to cooperate with the such Lenders and their Affiliates and Related Funds to effect the Securitization including, without limitation, by (a) amending this Agreement and the other Loan Documents, and executing such additional documents, as reasonably requested by the such Lenders in connection with the Securitization, provided that (i) any such amendment or additional documentation does not impose material additional costs on the Borrower Borrower, and (ii) any such amendment or additional documentation does not materially adversely affect the rights, or materially increase the obligations, of the Borrower under the Loan Documents or change or affect in a manner adverse to the Borrower the financial terms of the LoansTerm Loan B or Term Loan C, (b) providing such information as may be reasonably requested by the such Lenders in connection with the rating of the Loans Term Loan B, Term Loan C or the SecuritizationSecuritization provided that the provision of such information does not impose material additional costs on Borrower, and (c) providing in connection with any rating of the Loans Term Loan B or Term Loan C a certificate (i) agreeing to indemnify the such Lenders and any of their AffiliatesAffiliates and Related Funds, any of the Rating Agencies, or any party providing credit support or otherwise participating in the Securitization (collectively, the “Securitization Parties”) for any losses, claims, damages or liabilities (the “Securitization Liabilities”) to which the Lenders, such Lenders or any of their Affiliates or Related Funds, or such Securitization Parties Parties, may become subject insofar as the Securitization Liabilities arise out of or are based upon any untrue statement or alleged untrue statement a breach of any material fact the representation and warranty contained in any Loan Document or in any writing delivered by or on behalf of the Borrower or any Affiliate of the Borrower to the Lenders in connection with any Loan Document or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated thereinSection 4.18, or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, and such indemnity shall survive any transfer by the Lenders or their successors or assigns of the Loans and (ii) agreeing to reimburse the such Lenders and their Affiliates and Related Funds, and such Securitization Parties, for any legal or other expenses reasonably incurred by such Persons in connection with defending the Securitization Liabilities. Notwithstanding the foregoing, this Section 2.16 is subject to Administrative Agent’s and the Required Lenders’ rights and obligations under Sections 13 and 14 hereof in all respects and, in the event of a direct conflict between this Section 2.16 and any provision of Section 13 or 14 with respect to Administrative Agent’s and the Required Lenders’ rights and obligations, it is the intent of the parties that the applicable provision of Section 13 or 14 shall control and govern.

Securitization. The Borrower Loan Parties hereby acknowledges acknowledge that any or all of the Lenders and their Affiliates may sell may, from time to time, sell, pledge or otherwise securitize all or any part of the Loans (each, a “Securitization”) ), through the pledge of the Loans as collateral security for loans to the Lenders any such Lender or their Affiliates its Affiliates, or through the direct sale of the Loans or the issuance of direct or indirect interests in the Loans, which loans to the Lenders any Lender or their its Affiliates or direct or indirect interests will be rated by Mxxxx’x, S&P Standard & Poor’s or one or more other rating agencies (the “Rating Agencies”). The Borrower shall Loan Parties agree to cooperate with each of the Lenders and their Affiliates to effect the Securitization each such Securitization, including, without limitation, by by: (a) amending this Agreement and the other Loan Documents, and executing such additional documents, as shall be reasonably requested by the Lenders any Lender in connection with the any such Securitization; provided, provided that that, (i) any such amendment or additional documentation does shall not impose material additional costs on the Borrower Loan Parties, and (ii) any such amendment or additional documentation does shall not materially and adversely affect the rights, or materially increase the obligations, of the Borrower Loan Parties under the Loan Documents Documents, or change or affect in a manner adverse to the Borrower Loan Parties the financial terms of the Loans, ; (b) providing such financial and other information as may be reasonably requested by the Lenders in connection with the rating of the Loans or the any such Securitization, ; and (c) providing in connection with any rating of the Loans a certificate (i) agreeing to indemnify the Lenders and their Affiliates, any of the Rating Agencies, or any Agencies and each party providing credit support or otherwise participating in the such Securitization (collectivelyeach, the a “Securitization PartiesParty”) for any and all losses, claims, damages or and/or liabilities (collectively, the “Liabilities”) to which the Lenders, their Affiliates or any such Securitization Parties Party may become subject insofar as the Liabilities arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in any Loan Document or in any writing delivered by or on behalf of the Borrower any Loan Party to Agent or any Affiliate of the Borrower to the Lenders Lender in connection with any Loan Document Document, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein, or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, and such indemnity shall survive any transfer by the Lenders any Lender or their successors or assigns of the Loans any Loans, and (ii) agreeing to reimburse the Lenders each Lender and their its Affiliates for any legal or other expenses reasonably incurred by such Persons in connection with defending the Liabilities.

Securitization. The Each Borrower hereby acknowledges that the Lenders and each of their Affiliates may sell or securitize the Loans Advances (a “"Securitization”") through the pledge of the Loans Advances as collateral security for loans to the such Lenders or their Affiliates or through the sale of the Loans Advances or the issuance of direct or indirect interests in the LoansAdvances, which loans to the such Lenders or their Affiliates Affiliate or direct or indirect interests will be rated by Mxxxx’xMoodx'x, S&P Xxandard & Poor's or one or more other rating agencies (the “"Rating Agencies”"). The Each Borrower shall cooperate with the such Lenders and their Affiliates to effect the Securitization including, without limitation, by (a) amending this Agreement and the other Loan Documents, and executing such additional documents, as reasonably requested by the such Lenders in connection with the Securitization, provided that (i) any such amendment or additional documentation does not impose material additional costs on the Borrower Borrowers and (ii) any such amendment or additional documentation does not materially adversely affect the rights, or materially increase the obligations, of the Borrower Borrowers under the Loan Documents or change or affect in a manner adverse to the Borrower Borrowers the financial terms of the LoansAdvances, (b) providing such information as may be reasonably requested by the such Lenders in connection with the rating of the Loans Advances or the Securitization, and (c) providing in connection with any rating of the Advances or Term Loans a certificate (i) agreeing to indemnify the such Lenders and any of their Affiliates, any of the Rating Agencies, or any party providing credit support or otherwise participating in the Securitization (collectively, the “"Securitization Parties”") for any losses, claims, damages or liabilities (the “"Liabilities”") to which the such Lenders, their Affiliates or such Securitization Parties may become subject insofar as the Liabilities arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in any Loan Document or in any writing delivered by or on behalf of the Borrower any Borrowers or any Affiliate of the Borrower its Affiliates to the Lenders in connection with any Loan Document or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein, or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, misleading and such indemnity shall survive any transfer by the Lenders any Lender or their its successors or assigns of the Loans Advances and (ii) agreeing to reimburse the such Lenders and any of their Affiliates for any legal or other expenses reasonably incurred by such Persons in connection with defending the Liabilities. Lenders shall use reasonable efforts to minimize any costs, liabilities, or administrative burden on any Borrower in connection with such Borrower's compliance with this section.

Securitization. The Borrower Credit Parties hereby acknowledges acknowledge that the Lenders and their Affiliates may sell or securitize the Loans (a “Securitization”) through the pledge of the Loans as collateral security for loans to the Lenders or their Affiliates or through the sale of the Loans or the issuance of direct or indirect interests in the Loans, which loans to the Lenders or their Affiliates or direct or indirect interests will be rated by Mxxxx’x, S&P Standard & Poor’s or one or more other rating agencies (the “Rating Agencies”). The Borrower Credit Parties shall cooperate with the Lenders and their Affiliates to effect the Securitization including, without limitation, by (a) amending this Agreement and the other Loan Credit Documents, and executing such additional documents, as reasonably requested by the Lenders in connection with the Securitization, provided that (i) any such amendment or additional documentation does not impose material additional costs on the Borrower Credit Parties (other than costs of a de minimis nature) and (ii) any such amendment or additional documentation does not materially adversely affect the rights, or materially increase the obligationsobligations (other than increases of a de minimis nature), of the Borrower Credit Parties under the Loan Credit Documents or change or affect in a manner adverse to the Borrower Credit Parties the financial terms of the Loans, (b) providing such information as may be reasonably requested by the Lenders in connection with the rating of the Loans or the Securitization, and (c) providing in connection with any rating of the Loans a certificate (i) agreeing to indemnify the Lenders and their AffiliatesLenders, any of the Rating Agencies, or any party providing credit support or otherwise participating in the Securitization (collectively, the “Securitization Parties”) for any losses, claims, damages or liabilities (the “Liabilities”) to which the Lenders, their Affiliates or such Securitization Parties may become subject insofar as the Liabilities arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in any Loan Credit Document or in any writing delivered by or on behalf of the Borrower or any Affiliate of the Borrower Credit Party to the Lenders in connection with any Loan Credit Document or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein, or necessary in order to make the statements therein, in light of the circumstances under which they were made, not materially misleading, and such indemnity shall survive any transfer by the Lenders or their permitted successors or assigns of the Loans and (ii) agreeing to reimburse the Lenders and their Affiliates for any legal or other expenses reasonably incurred by such Persons in connection with defending the Liabilities.

Securitization. The Borrower hereby acknowledges that the Lenders and each of their Affiliates may sell or securitize the Loans Borrowings (a “Securitization”) through the pledge of the Loans Borrowings as collateral security for loans to the such Lenders or their Affiliates or through the sale of the Loans Borrowings or the issuance of direct or indirect interests in the LoansBorrowings, which loans to the such Lenders or their Affiliates Affiliate or direct or indirect interests will be rated by Mxxxx’xXxxxx’x, S&P Standard & Poor’s or one or more other rating agencies (the “Rating Agencies”). The Borrower shall cooperate undertake commercially reasonable efforts with the such Lenders and their Affiliates to effect the Securitization including, without limitation, by (a) amending this Agreement and the other Loan Documents, and executing such additional documents, as reasonably requested by the such Lenders in connection with the Securitization, provided that (i) any such amendment or additional documentation does not impose material additional costs on Borrower and the Borrower Lender that elects to securitize its Borrowings shall pay for costs and expenses associated therewith, and (ii) any such amendment or additional documentation does not materially adversely affect the rights, or materially increase the obligations, of the Borrower under the Loan Documents or change or affect in a manner adverse to the Borrower the financial terms of the LoansBorrowings, (b) providing such information as may be reasonably requested by the such Lenders in connection with the rating of the Loans Borrowings or the Securitization, and (c) providing in connection with any rating of the Loans Borrowings a certificate (i) agreeing to indemnify the such Lenders and any of their Affiliates, any of the Rating Agencies, or any party providing credit support or otherwise participating in the Securitization (collectively, the “Securitization Parties”) for any losses, claims, damages or liabilities (the “Liabilities”) to which the such Lenders, their Affiliates or such Securitization Parties may become subject insofar as the Liabilities arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in any Loan Document or in any writing delivered by or on behalf of the Borrower Borrowers or any Affiliate of the Borrower its Affiliates to the Lenders Lender Group in connection with any Loan Document or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein, or necessary in order to make the statements therein, in light of the circumstances under which they were made, made not misleading, and such indemnity shall survive any transfer by the Lenders any Lender or their its successors or assigns of the Loans Borrowings, and (ii) agreeing to reimburse the such Lenders and any of their Affiliates for any legal or other expenses reasonably incurred by such Persons in connection with defending the Liabilities. Notwithstanding the foregoing, it is understood that Borrower and its Affiliates shall not be obligated to incur any increased cost or administrative burden in connection with any Securitization and that the Lender or its Affiliates or Related Funds that consummates a Securitization will retain all rights to approve any amendment to, or any consent or waiver with respect to, this Agreement or any other Loan Document to the same extent as would be required under Section 14.1(e) hereof as if such Lender was an Originating Lender and the transferee was a Participant.

Securitization. The Borrower Loan Parties hereby acknowledges acknowledge that the Lenders and their Affiliates may sell or securitize the Loans (a “"Securitization”") through the pledge of the Loans as collateral security for loans to the Lenders or their Affiliates or through the sale of the Loans or the issuance of direct or indirect interests in the Loans, which loans to the Lenders or their Affiliates or direct or indirect interests will be rated by Mxxxx’xMoody's, S&P Standard & Poor's or one or more other rating agencies (the “Rating txx "Xxxing Agencies”"). The Borrower Loan Parties shall cooperate with the Lenders and their Affiliates to effect the Securitization including, without limitation, by (a) amending this Agreement and the other Loan Documents, and executing such additional documents, as reasonably requested by the Lenders in connection with the Securitization, provided that (i) any such amendment or additional documentation does not impose material additional costs on the Borrower Loan Parties and (ii) any such amendment or additional documentation does not materially adversely affect the rights, or materially increase the obligations, of the Borrower Loan Parties under the Loan Documents or change or affect in a manner adverse to the Borrower Loan Parties the financial terms of the Loans, (b) providing such information as may be reasonably requested by the Lenders in connection with the rating of the Loans or the Securitization, and (c) providing in connection with any rating of the Loans a certificate (i) agreeing to indemnify the Lenders and their Affiliates, any of the Rating Agencies, or any party providing credit support or otherwise participating in the Securitization (collectively, the “"Securitization Parties”") for any losses, claims, damages or liabilities (the “"Liabilities”") to which the Lenders, their Affiliates or such Securitization Parties may become subject insofar as the Liabilities arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in any Loan Document or in any writing delivered by or on behalf of the Borrower or any Affiliate of the Borrower Loan Party to the Lenders in connection with any Loan Document or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein, or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, and such indemnity shall survive any transfer by the Lenders or their successors or assigns of the Loans and (ii) agreeing to reimburse the Lenders and their Affiliates for any legal or other expenses reasonably incurred by such Persons in connection with defending the Liabilities.

Securitization. The Borrower hereby acknowledges that the Lenders and any of their Affiliates may sell or securitize the Loans Term Loan (a “"Securitization”") through the pledge of the Loans Term Loan as collateral security for loans to the Lenders or their Affiliates or through the sale of the Loans Term Loan or the issuance of direct or indirect interests in the LoansTerm Loan, which loans to the Lenders or their Affiliates or direct or indirect interests will may be rated by Mxxxx’xMooxx'x, S&P X & P or one or more other rating agencies (the “"Rating Agencies”"). The Borrower shall cooperate with the Lenders and their Affiliates to effect the Securitization including, without limitation, by (a) amending this Financing Agreement and the other Loan Documents, and executing such additional documents, as reasonably requested by the Lenders in connection with the Securitization, provided that (i) any such amendment or additional documentation does not impose material additional costs on the Borrower and (ii) any such amendment or additional documentation does not materially adversely affect the rights, or materially increase the obligations, of the Borrower under the Loan Documents or change or affect in a manner adverse to the Borrower the financial terms of the LoansTerm Loan, (b) providing such information as may be reasonably requested by the Lenders in connection with the rating of the Loans Term Loan or the Securitization, and (c) providing in connection with any rating of the Loans Term Loan a certificate (i) agreeing to indemnify the Lenders and any of their Affiliates, any of the Rating Agencies, or any party providing credit support or otherwise participating in the Securitization (collectively, the “"Securitization Parties”") for any losses, claims, damages or liabilities (the “"Liabilities”") to which the Lenders, their Affiliates or such Securitization Parties may become subject insofar as the Liabilities arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in any Loan Document or in any writing delivered by or on behalf of the Borrower or any Affiliate of the Borrower and its Affiliates to the Lenders in connection with any Loan Document or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein, or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, and such indemnity shall survive any transfer by the Lenders or their successors or assigns of the Loans Term Loan and (ii) agreeing to reimburse the Lenders and any of their Affiliates for any legal or other expenses reasonably incurred by such Persons in connection with defending the Liabilities.

Securitization. The Borrower Loan Parties hereby acknowledges acknowledge that the Lenders and their Affiliates may sell or securitize the Loans (a “"Securitization”") through the pledge of the Loans as collateral security for loans to the Lenders or their Affiliates or through the sale of the Loans or the issuance of direct or indirect interests in the Loans, which loans to the Lenders or their Affiliates or direct or indirect interests will be rated by Mxxxx’xXxxxx'x, S&P Standard & Poor's or one or more other rating agencies (the “"Rating Agencies”"). The Borrower Loan Parties shall cooperate with the Lenders and their Affiliates to effect the Securitization including, without limitation, by (a) amending this Agreement and the other Loan Documents, and executing such additional documents, as reasonably requested by the Lenders in connection with the Securitization, provided that (i) any such amendment or additional documentation does not impose material additional costs on the Borrower Loan Parties and (ii) any such amendment or additional documentation does not materially adversely affect the rights, or materially increase the obligations, of the Borrower Loan Parties under the Loan Documents or change or affect in a manner adverse to the Borrower Loan Parties the financial terms of the Loans, (b) providing such information as may be reasonably requested by the Lenders in connection with the rating of the Loans or the Securitization, and (c) providing in connection with any rating of the Loans a certificate (i) agreeing to indemnify the Lenders and their Affiliates, any of the Rating Agencies, or any party providing credit support or otherwise participating in the Securitization (collectively, the “"Securitization Parties”") for any losses, claims, damages or liabilities (the “"Liabilities”") to which the Lenders, their Affiliates or such Securitization Parties may become subject insofar as the Liabilities arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in any Loan Document or in any writing delivered by or on behalf of the Borrower or any Affiliate of the Borrower Loan Party to the Lenders in connection with any Loan Document or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein, or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, and such indemnity shall survive any transfer by the Lenders or their successors or assigns of the Loans and (ii) agreeing to reimburse the Lenders and their Affiliates for any legal or other expenses reasonably incurred by such Persons in connection with defending the Liabilities.

Securitization. The Each Borrower hereby acknowledges that the Lenders each Lender and their each of its Affiliates and Related Funds may sell or securitize the Loans Term Loan (a “Securitization”) through the pledge of the Loans Term Loan as collateral security for loans to the Lenders such Lender or their its Affiliates or Related Funds or through the sale of the Loans Term Loan or the issuance of direct or indirect interests in the LoansTerm Loan, which loans to the Lenders such Lender or their its Affiliates or Related Funds or direct or indirect interests will be rated by Mxxxx’xXxxxx’x, S&P or one or more other rating agencies (the “Rating Agencies”). The Each Borrower shall agrees to cooperate with the such Lenders and their Affiliates and Related Funds to effect the Securitization including, without limitation, by (a) amending this Agreement and the other Loan Documents, and executing such additional documents, as reasonably requested by the such Lenders in connection with the Securitization, provided that (i) any such amendment or additional documentation does not impose material additional costs on the Borrower Borrowers, and (ii) any such amendment or additional documentation does not materially adversely affect the rights, or materially increase the obligations, of the such Borrower under the Loan Documents or change or affect in a manner adverse to the such Borrower the financial terms of the LoansTerm Loan, (b) providing such information as may be reasonably requested by the such Lenders in connection with the rating of the Loans Term Loan or the Securitization, and (c) providing in connection with any rating of the Loans Term Loan a certificate (i) agreeing to indemnify the such Lenders and any of their AffiliatesAffiliates and Related Funds, any of the Rating Agencies, or any party providing credit support or otherwise participating in the Securitization (collectively, the “Securitization Parties”) for any losses, claims, damages or liabilities (the “Securitization Liabilities”) to which the Lenders, such Lenders or any of their Affiliates or Related Funds, or such Securitization Parties Parties, may become subject insofar as the Securitization Liabilities arise out of or are based upon any untrue statement or alleged untrue statement a breach of any material fact the representation and warranty contained in any Loan Document or in any writing delivered by or on behalf of the Borrower or any Affiliate of the Borrower to the Lenders in connection with any Loan Document or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated thereinSection 4.18, or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, and such indemnity shall survive any transfer by the Lenders or their successors or assigns of the Loans and (ii) agreeing to reimburse the such Lenders and their Affiliates and Related Funds, and such Securitization Parties, for any legal or other expenses reasonably incurred by such Persons in connection with defending the Securitization Liabilities. Notwithstanding the foregoing, this Section 2.17 is subject to Agent’s and the Required Lenders’ rights and obligations under Sections 13 and 14 hereof in all respects and, in the event of a direct conflict between this Section 2.17 and any provision of Section 13 or 14 with respect to Agent’s and the Required Lenders’ rights and obligations, it is the intent of the parties that the applicable provision of Section 13 or 14 shall control and govern.

Securitization. The Borrower Loan Parties hereby acknowledges acknowledge that the Lenders and their Affiliates may sell or securitize the Loans (a “"Securitization”") through the pledge of the Loans as collateral security for loans to the Lenders or their Affiliates or through the sale of the Loans or the issuance of direct or indirect interests in the Loans, which loans to the Lenders or their Affiliates or direct or indirect interests will be rated by Mxxxx’xMoody's, S&P Standard & Poor's or one or more onx xx xxre other rating agencies (the “"Rating Agencies”"). The Borrower Loan Parties shall cooperate with the Lenders and their Affiliates to effect the Securitization including, without limitation, by (a) amending this Agreement and the other Loan Documents, and executing such additional documents, as reasonably requested by the Lenders in connection with the Securitization, provided that (i) any such amendment or additional documentation does not impose material additional costs in excess of $25,000 on the Borrower Loan Parties and (ii) any such amendment or additional documentation does not materially adversely affect the rights, or materially increase the obligations (other than ministerial obligations), of the Borrower Loan Parties under the Loan Documents or change or affect in a manner adverse to the Borrower Loan Parties the financial terms of the Loans, (b) providing such information as may be reasonably requested by the Lenders in connection with the rating of the Loans or the Securitization, and (c) providing in connection with any rating of the Loans a certificate (i) agreeing to indemnify the Agents, the Lenders and their Affiliates, any of the Rating Agencies, or any party providing credit support or otherwise participating in the Securitization (collectively, the “"Securitization Parties”") for any losses, claims, damages or liabilities (the “"Liabilities”") to which the Agents, the Lenders, their Affiliates or such Securitization Parties may become subject insofar as the Liabilities arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in any Loan Document or in any writing delivered by or on behalf a violation of the Borrower or any Affiliate of the Borrower to the Lenders representation set forth in connection with any Loan Document or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein, or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleadingSection 7.01(p)hereof, and such indemnity shall survive any transfer by the Lenders or their successors or assigns of the Loans and (ii) agreeing to reimburse the Agents, the Lenders and their Affiliates for any legal or other expenses reasonably incurred by such Persons in connection with defending the Liabilities.

Securitization. The Borrower Loan Parties hereby acknowledges acknowledge that the Lenders and their Affiliates may seek to sell or securitize the Loans (a “"Securitization”") through the pledge of the Loans as collateral security for loans to the Lenders or their Affiliates or through the sale of the Loans or the issuance of direct or indirect interests in the Loans, which loans to the Lenders or their Affiliates or direct or indirect interests will be rated by Mxxxx’xXxxxx'x, S&P Standard & Poor's or one or more other rating agencies (the “"Rating Agencies”"). The Borrower Loan Parties shall cooperate with provide reasonable cooperation to the Lenders and their Affiliates to effect the Securitization including, without limitation, by (a) amending this Agreement and the other Loan Documents, and executing such additional documents, as reasonably requested by the Lenders in connection with the Securitization, provided that (i) any such amendment or additional documentation does not impose material additional costs (other than de minimus out-of-pocket expenses) on the Borrower Loan Parties and (ii) any such amendment or additional documentation does not materially adversely affect the rights, or materially increase the obligations, of the Borrower Loan Parties under the Loan Documents or change or affect in a manner adverse to the Borrower Loan Parties the financial terms of the Loans, (b) providing such information as may be reasonably requested by the Lenders in connection with the rating of the Loans or the Securitization, and (c) providing in connection with any rating of the Loans a certificate hereby agreeing (i) agreeing to indemnify the Lenders and their Affiliates, any of the Rating Agencies, or any party providing credit support or otherwise participating in the Securitization (collectively, the “"Securitization Parties”") for any losses, claims, damages or liabilities (the “"Liabilities”") to which the Lenders, their Affiliates or such Securitization Parties may become subject insofar as the Liabilities arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in any Loan Document or in any writing delivered by or on behalf of the Borrower or any Affiliate of the Borrower Loan Party to the Lenders in connection with any Loan Document or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein, or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, and such indemnity shall survive any transfer by the Lenders or their successors or assigns of the Loans and (ii) agreeing to reimburse the Lenders and their Affiliates for any legal or other expenses reasonably incurred by such Persons in connection with defending the Liabilities.

Securitization. The Borrower hereby acknowledges and agrees that Lender shall have the Lenders absolute and their Affiliates may sell or securitize unconditional right at any time after the Loans (a “Securitization”) through date hereof and at any time during the pledge term of the Loans as collateral security for loans to Loan without requiring any consent or approval from Borrower, any Loan Party or any other person guaranteeing the Lenders or their Affiliates or through the sale payment of the Loans Debt or any other person, party or entity associated with or connected with the Loan or the issuance of direct Collateral to sell, assign, pledge, hypothecate or indirect interests otherwise transfer Lender's interest in the LoansLoan in whole or in part, which loans or to the Lenders or their Affiliates or direct or indirect interests will be rated by Mxxxx’x, S&P or place one or more other rating agencies (the “Rating Agencies”). The Borrower shall cooperate with the Lenders and their Affiliates participation interests therein in one or more separate transactions, or to effect a syndication or securitization of the Securitization Loan in one or more transactions (a "Securitization"), in each case to or with such persons, parties, entities or investors (including, without limitation, domestic or foreign banks, insurance companies, pension funds, trusts, other institutional lenders or investors, natural persons, grantor trusts, owner trusts, special purpose corporations, REMICs, FASITs, real estate investment trusts or other similar or comparable investment vehicles) (collectively or individually, "Investor") and on such terms and conditions as Lender shall deem to be appropriate in the exercise of its sole and absolute discretion; provided that Lender shall not participate or sell the Loan to any Persons listed on Schedule 15.19 hereto. Neither Lender nor any Investor shall acquire the stock of Holdings in any manner prohibited by Applicable Law. In connection with any such sale, assignment, participation, syndication or securitization, Lender shall have the absolute and unconditional right without obtaining the prior consent or approval of any Loan Party or any other Person guaranteeing the payment of the Debt or any other Person associated or connected with the Loan or the Collateral (including the Borrower Group Members) to disclose, deliver and to share with any prospective purchaser of the Loan or of any securities or of any participation or other interest therein (including any such interest to be acquired in connection with a syndication or securitization of the Loan), or with any prospective Rating Agency, or their respective counsel or representatives, such information (financial or otherwise), documents and instruments pertaining to the Loan or any other person, party or entity associated or connected with the Loan or the Collateral (including the Expanded Property Owners) (collectively, the "Disclosure Material and Information") as Lender shall deem to be appropriate in the exercise of its sole and absolute discretion. Borrower shall cooperate, and shall cause each Loan Party and each other Person, associated or connected with the Loan or the Collateral (including the Expanded Property Owners) to cooperate, in all reasonable respects with Lender in connection with any sale, assignment, participation, syndication or securitization of the Loan or any interest therein by Lender pursuant to the provisions of this paragraph. Without in any manner implying the necessity therefor, Borrower grants to Lender, and shall cause each Loan Party and each other Person associated or connected with the Loan or the Collateral to specifically grant to Lender, the right to distribute any and all of the Disclosure Material and Information in connection with any sale, assignment, participation, syndication or securitization of the Loan or of any interest therein by Lender pursuant to the provisions of this paragraph. Borrower shall execute and deliver, and shall cause each Loan Party and each other Person associated or connected with the Loan or the Collateral to execute and deliver, such documents and instruments as may be reasonably necessary to (a) amending this Agreement split the Loan into two or more loans evidenced by and pursuant to separate sets of notes and other related loan documents, or (b) to modify the other terms and provisions of the Loan Documents, and executing such additional documentsin each case to the full extent required by Lender to facilitate any sale, as reasonably requested assignment, pledging, hypothecation, participation, syndication or securitization of the Loan or any interest therein by Lender pursuant to the Lenders in connection with the Securitizationprovisions of this paragraph, provided it being agreed that (i) any such amendment splitting or additional documentation does modification of the Loan will not impose material additional costs on adversely affect or diminish the Borrower rights of any Loan Party as presently set forth in the Loan Documents and will not increase the obligations and liabilities of any Loan Party under the Loan Documents, and (ii) any such amendment or additional documentation does not materially adversely affect the rights, or materially increase the obligations, of the Borrower under if the Loan Documents is split, the retained interest of Lender, if any, in the Loan shall be allocated to or change among one or affect more of such separate loans in a manner adverse specified by Lender in its sole and absolute discretion. If Borrower shall default in the performance of its obligation as set forth in this paragraph, and if such default shall not be remedied by Borrower within fifteen (15) days after notice by Lender, Lender shall have the absolute and unconditional right in its sole and absolute discretion to the declare such default an Event of Default under this Agreement. Lender shall endeavor to provide notice to Borrower the financial terms of any such assignment, sale, participation, syndication or securitization of the LoansLoan in a reasonably timely manner, (b) providing such information as may be reasonably requested but any failure by Lender to provide notice to Borrower shall not give rise to any claim or defense on the Lenders in connection with the rating part of the Loans or the Securitization, and (c) providing in connection with any rating of the Loans a certificate (i) agreeing to indemnify the Lenders and their Affiliates, any of the Rating AgenciesLoan Parties, or any party providing credit support limit the rights of Lender under this Section 15.19 or the Loan Documents. Until otherwise participating directed in writing by Lender following the Securitization (collectively, the “Securitization Parties”) for any losses, claims, damages or liabilities (the “Liabilities”) to which the Lenders, their Affiliates or such Securitization Parties may become subject insofar as the Liabilities arise out of or are based upon any untrue statement or alleged untrue statement occurrence of any material fact contained in any Loan Document such assignment, sale, participation, syndication or in any writing delivered by or on behalf of the securitization, Borrower or any Affiliate of the Borrower shall continue to the Lenders in connection with any Loan Document or arise out of or are based upon the omission or alleged omission deliver all payments and deposits as required prior to state therein a material fact required to be stated therein, or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, and such indemnity shall survive any transfer by the Lenders or their successors or assigns of the Loans and (ii) agreeing to reimburse the Lenders and their Affiliates for any legal or other expenses incurred by such Persons in connection with defending the Liabilitiesoccurrence.

Securitization. The Borrower hereby acknowledges that the Lenders Lender and their any of its Affiliates may sell or securitize the Loans (a “"Securitization”") through the pledge of the Loans as collateral security for loans to the Lenders Lender or their its Affiliates or through the sale of the Loans or the issuance of direct or indirect interests in the Loans, which loans to the Lenders Lender or their Affiliates its Affiliate or direct or indirect interests will be rated by Mxxxx’xMoodx'x, S&P Xxandard & Poor's or one or more other rating agencies (the “"Rating Agencies”"). The Borrower shall cooperate with the Lenders Lender and their its Affiliates to effect the Securitization Securitization, including, without limitation, by (a) amending this Agreement and the other Loan Documents, and executing such additional documents, as reasonably requested by the Lenders Lender, any of the Rating Agencies, or any party providing credit support or otherwise participating in connection with the SecuritizationSecuritization (collectively, "Securitization Parties"), provided that (i) any such amendment or additional documentation does not impose material additional costs on the Borrower and (ii) any such amendment or additional documentation does not materially adversely affect the rights, or materially increase the obligations, of the Borrower under the Loan Documents or change or affect in a manner adverse to the Borrower the financial terms of the Loans, (b) providing such information as may be reasonably requested by the Lenders Lender, any Rating Agency or other Securitization Party in connection with the rating of the Loans or the Securitization, and (c) providing in connection with any rating of the Loans Loans, as applicable, a certificate (i) certifying that the Borrower has examined specified sections of the Credit Review Memorandum prepared by the Lender with respect to the Loans, and that such sections of the Credit Review Memorandum do not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made, in the light of the circumstances under which they were made, not misleading, (ii) agreeing to indemnify the Lenders Lender and their Affiliates, any of the Rating Agencies, or any party providing credit support or otherwise participating in the its Affiliates and other Securitization (collectively, the “Securitization Parties”) Parties for any losses, claims, damages or liabilities (the “"Liabilities”") to which the LendersLender, their its Affiliates or such Securitization Parties may become subject insofar as the Liabilities arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in any Loan Document or in any writing delivered by or on behalf of the Borrower or any Affiliate of the Borrower to the Lenders in connection with any Loan Document such sections or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein, in such sections or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, misleading and such indemnity shall survive any transfer by the Lenders Lender or their its successors or assigns of the Loans and (iiiii) agreeing to reimburse the Lenders Lender and their any of its Affiliates and other Securitization Parties for any legal or other expenses reasonably incurred by such Persons in connection with defending the Liabilities; (d) causing to be rendered such customary opinion letters as shall be requested by the Lender, the Rating Agencies or other Securitization Parties; (e) making such representations, warranties and covenants with respect to the Loan Parties, and their property, as may be requested by the Rating Agencies or other Securitization Parties, but which do not materially adversely affect the rights, or materially increase the obligations, of the Borrower or other Loan Parties under the Loan Documents; and (f) providing such information regarding the Borrower and its Subsidiaries and Affiliates or other Loan Parties, the Collateral and other property, assets and business of the Borrower (including appraisals and valuations) as may be requested by the Rating Agencies and other Securitization Parties.

Securitization. The Borrower hereby acknowledges that the Lenders and their Affiliates may sell or securitize the Loans (a “"Securitization”") through the pledge of the Loans as collateral security for loans to the Lenders or their Affiliates or through the sale of the Loans or the issuance of direct or indirect interests in the Loans, which loans to the Lenders or their Affiliates or direct or indirect interests will be rated by Mxxxx’xMoodx'x, S&P Xxandard & Poor's or one or more other rating agencies (the “"Rating Agencies”"). The Borrower shall cooperate with the Lenders and their Affiliates to effect the Securitization including, without limitation, including by (a) amending this Agreement and the other Loan Documents, and executing such additional documents, as reasonably requested by the Lenders in connection with the Securitization, provided that (i) any such amendment or additional documentation does not impose material additional costs on the Borrower and (ii) any such amendment or additional documentation does not materially adversely affect the rights, or materially increase the obligations, of the Borrower under the Loan Documents or change or affect in a manner adverse to the Borrower the financial terms of the Loans, (b) providing such information as may be reasonably requested by the Lenders in connection with the rating of the Loans or the Securitization, and (c) providing in connection with any rating of the Loans a certificate (i) agreeing to indemnify the Lenders and their Affiliates, any of the Rating Agencies, or any party providing credit support or otherwise participating in the Securitization (collectively, the “"Securitization Parties”") for any losses, claims, damages or liabilities (the “"Liabilities”") to which the Lenders, their Affiliates or such Securitization Parties may become subject insofar as the Liabilities arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in any Loan Document or in any writing delivered by or on behalf of the Borrower or any Affiliate of the Borrower to the Lenders in connection with any Loan Document or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein, or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, and such indemnity shall survive any transfer by the Lenders or their successors or assigns of the Loans and (ii) agreeing to reimburse the Lenders and their Affiliates for any reasonable legal or other expenses incurred by such Persons in connection with defending the Liabilities.

Securitization. The Borrower Loan Parties hereby acknowledges -------------- acknowledge that the Lenders and their Affiliates may sell or securitize the Loans (a “"Securitization”") through the pledge of the Loans as collateral -------------- security for loans to the Lenders or their Affiliates or through the sale of the Loans or the issuance of direct or indirect interests in the Loans, which loans to the Lenders or their Affiliates or direct or indirect interests will be rated by Mxxxx’xXxxxx'x, S&P Standard & Poor's or one or more other rating agencies (the “"Rating Agencies”"). The Borrower Loan Parties shall cooperate with the Lenders --------------- and their Affiliates to effect the Securitization including, without limitation, by (a) amending this Agreement and the other Loan Documents, and executing such additional documents, as reasonably requested by the Lenders in connection with the Securitization, provided that (i) any such amendment -------- ---- or additional documentation does not impose material additional costs on the Borrower Loan Parties and (ii) any such amendment or additional documentation does not materially adversely affect the rights, or materially increase the obligations, of the Borrower Loan Parties under the Loan Documents or change or affect in a manner adverse to the Borrower Loan Parties the financial terms of the Loans, (b) providing such information as may be reasonably requested by the Lenders in connection with the rating of the Loans or the Securitization, and (c) providing in connection with any rating of the Loans a certificate (i) agreeing to indemnify the Lenders and their Affiliates, any of the Rating Agencies, or any party providing credit support or otherwise participating in the Securitization (collectively, the “"Securitization -------------- Parties”") for any losses, claims, damages or liabilities (the “"Liabilities”") ------- ----------- to which the Lenders, their Affiliates or such Securitization Parties may become subject insofar as the Liabilities arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in any Loan Document or in any writing delivered by or on behalf of the Borrower or any Affiliate of the Borrower Loan Party to the Lenders in connection with any Loan Document or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein, or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, and such indemnity shall survive any transfer by the Lenders or their successors or assigns of the Loans and (ii) agreeing to reimburse the Lenders and their Affiliates for any legal or other expenses reasonably incurred by such Persons in connection with defending the Liabilities.

Securitization. The Borrower hereby acknowledges that the Lenders and each of their Affiliates may sell or securitize the Loans Borrowings (a “Securitization”) through the pledge of the Loans Borrowings as collateral security for loans to the such Lenders or their Affiliates or through the sale of the Loans Borrowings or the issuance of direct or indirect interests in the LoansBorrowings, which loans to the such Lenders or their Affiliates Affiliate or direct or indirect interests will be rated by Mxxxx’x, S&P Standard & Poor’s or one or more other rating agencies (the “Rating Agencies”). The Borrower shall cooperate undertake commercially reasonable efforts with the such Lenders and their Affiliates to effect the Securitization including, without limitation, by (a) amending this Agreement and the other Loan Documents, and executing such additional documents, as reasonably requested by the such Lenders in connection with the Securitization, provided that (i) any such amendment or additional documentation does not impose material additional costs on Borrower and the Borrower Lender that elects to securitize its Borrowings shall pay for costs and expenses associated therewith, and (ii) any such amendment or additional documentation does not materially adversely affect the rights, or materially increase the obligations, of the Borrower under the Loan Documents or change or affect in a manner adverse to the Borrower the financial terms of the LoansBorrowings, (b) providing such information as may be reasonably requested by the such Lenders in connection with the rating of the Loans Borrowings or the Securitization, and (c) providing in connection with any rating of the Loans Borrowings a certificate (i) agreeing to indemnify the such Lenders and any of their Affiliates, any of the Rating Agencies, or any party providing credit support or otherwise participating in the Securitization (collectively, the “Securitization Parties”) for any losses, claims, damages or liabilities (the “Liabilities”) to which the such Lenders, their Affiliates or such Securitization Parties may become subject insofar as the Liabilities arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in any Loan Document or in any writing delivered by or on behalf of the Borrower or any Affiliate of the Borrower its Affiliates to the Lenders Lender Group in connection with any Loan Document or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein, or necessary in order to make the statements therein, in light of the circumstances under which they were made, made not misleading, and such indemnity shall survive any transfer by the Lenders any Lender or their its successors or assigns of the Loans Borrowings, and (ii) agreeing to reimburse the such Lenders and any of their Affiliates for any legal or other expenses reasonably incurred by such Persons in connection with defending the Liabilities.

Securitization. The Borrower hereby acknowledges that the Lenders and their Affiliates may sell or securitize the Loans (a “Securitization”) through the pledge of the Loans as collateral security for loans to the Lenders or their Affiliates or through the sale of the Loans or the issuance of direct or indirect interests in the Loans, which loans to the Lenders or their Affiliates or direct or indirect interests will be rated by Mxxxx’x, S&P Standard & Poor’s or one or more other rating agencies (the “Rating Agencies”). The Borrower shall cooperate with the Lenders and their Affiliates to effect the Securitization including, without limitation, including by (a) amending this Agreement and the other Loan Documents, and executing such additional documents, as reasonably requested by the Lenders in connection with the Securitization, provided that (i) any such amendment or additional documentation does not impose material additional costs on the Borrower and (ii) any such amendment or additional documentation does not materially adversely affect the rights, or materially increase the obligations, of the Borrower under the Loan Documents or change or affect in a manner adverse to the Borrower the financial terms of the Loans, (b) providing such information as may be reasonably requested by the Lenders in connection with the rating of the Loans or the Securitization, and (c) providing in connection with any rating of the Loans a certificate (i) agreeing to indemnify the Lenders and their Affiliates, any of the Rating Agencies, or any party providing credit support or otherwise participating in the Securitization (collectively, the “Securitization Parties”) for any losses, claims, damages or liabilities (the “Liabilities”) to which the Lenders, their Affiliates or such Securitization Parties may become subject insofar as the Liabilities arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in any Loan Document or in any writing delivered by or on behalf of the Borrower to any Agent or any Affiliate of the Borrower to the Lenders Lender in connection with any Loan Document or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein, or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, and such indemnity shall survive any transfer by the Lenders or their successors or assigns of the Loans and (ii) agreeing to reimburse the Agents, the Lenders and their Affiliates for any legal or other expenses reasonably incurred by such Persons in connection with defending the Liabilities.

Securitization. The Borrower Loan Parties hereby acknowledges acknowledge that the Lenders and their Affiliates may sell or securitize the Loans (a “Securitization”) through the pledge of the Loans as collateral security for loans to the Lenders or their Affiliates or through the sale of the Loans or the issuance of direct or indirect interests in the Loans, which loans to the Lenders or their Affiliates or direct or indirect interests will may be rated by Mxxxx’x, S&P Standard & Poor’s or one or more other rating agencies (the “Rating Agencies”). The Borrower Loan Parties shall cooperate with the Lenders and their Affiliates to effect the Securitization including, without limitation, by (a) amending this Agreement and the other Loan Documents, and executing such additional documents, as reasonably requested by the Lenders in connection with the Securitization, provided that (i) any such amendment or additional documentation does not impose material additional costs on the Borrower Loan Parties and (ii) any such amendment or additional documentation does not materially adversely affect the rights, or materially increase the obligations, of the Borrower Loan Parties under the Loan Documents or change or affect in a manner adverse to the Borrower Loan Parties the financial terms of the Loans, (b) providing such information as may be reasonably requested by the Lenders in connection with the rating of the Loans or the Securitization, and (c) providing in connection with any rating of the Loans a certificate (i) agreeing to indemnify the Lenders and their Affiliates, any of the Rating Agencies, or any party providing credit support or otherwise participating in the Securitization (collectively, the “Securitization Parties”) for any losses, claims, damages or liabilities (the “Liabilities”) to which the Lenders, their Affiliates or such Securitization Parties may become subject insofar as the Liabilities arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in any Loan Document or in any writing delivered by or on behalf of the Borrower or any Affiliate of the Borrower Loan Party to the Lenders in connection with any Loan Document or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein, or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, and such indemnity shall survive any transfer by the Lenders or their successors or assigns of the Loans and (ii) agreeing to reimburse the Lenders and their Affiliates for any legal or other expenses reasonably incurred by such Persons in connection with defending the Liabilities.

Securitization. The Borrower hereby acknowledges Loan Parties acknowledge that the Lenders and their Affiliates may sell (i) pledge all or securitize the Loans (a “Securitization”) through the pledge portion of the Term Loans as collateral security for loans to the such Lenders or their Affiliates Affiliates, (ii) sell all or through the sale a portion of the Term Loans or the issuance of to a third party, (iii) issue direct or indirect interests in the LoansTerm Loans to their controlled Affiliates or (iv) otherwise securitize all or a portion of the Term Loans (any transaction described in clauses (i) through (iv), which a “Securitization”), and that the Lenders and their Affiliates may seek to have such loans to the such Lenders or their Affiliates or Affiliates, such sold Term Loans, such direct or indirect interests will be or such securitization rated by Mxxxx’x, S&P or one or more other rating agencies (the each, a “Rating AgenciesAgency”). The Borrower Loan Parties shall cooperate with the Lenders and their Affiliates to effect the Securitization any and all Securitizations and to obtain a public or unpublished loan rating or a corporate rating from any Rating Agency requested by any Lender, including, without limitation, by (a) amending this Loan Agreement and the other Loan Documents, and executing such additional documents, as reasonably requested by the Lenders such Lenders, in connection with any Securitization (provided that, if such request occurs at any time before the Securitization, provided that aggregate principal amount of the Term Loans is less than or equal to $250,000,000 (i) any such amendment or additional documentation does not impose material additional costs on the Borrower Loan Parties in excess of $10,000 throughout the term of this Loan Agreement (unless such costs are reimbursed by the Lenders requesting such Securitization on a pro rata basis) and (ii) any such amendment or additional documentation does not materially adversely affect the rights, or materially increase the obligations, of the Borrower Loan Parties under the Loan Documents or change or affect in a manner adverse to the Borrower Loan Parties the financial terms of the Loans, Obligations) and (b) providing such information as may be reasonably requested by the Lenders such Lenders, in connection with the rating of the Loans Obligations or the any Securitization, including, if so requested by a Lender, by meeting with representatives of such Rating Agency and discussing its business and affairs with such representatives to the extent required to obtain such rating. No Securitization shall (ci) providing release any Lender from any of its obligations hereunder, (ii) restrict or limit an Agent’s discretion in connection with any rating amendment, supplement, waiver or other modification of the Loans a certificate (i) agreeing to indemnify the Lenders and their Affiliates, any of the Rating Agencies, terms of this Loan Agreement or any party providing credit support or otherwise participating in the Securitization (collectively, the “Securitization Parties”) for any losses, claims, damages or liabilities (the “Liabilities”) to which the Lenders, their Affiliates or such Securitization Parties may become subject insofar as the Liabilities arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in any other Loan Document or (iii) substitute any pledgee, secured party or any other party to such Securitization for such Lender as a party hereto, and no change in any writing delivered by or on behalf ownership of the Borrower or any Affiliate of the Borrower to the Lenders in connection with any Loan Document or arise out of or are based upon the omission or alleged omission to state therein a material fact required to Term Loans may be stated therein, or necessary in order to make the statements thereineffected, in light of the circumstances under which they were made, not misleading, and such indemnity shall survive any transfer by the Lenders or their successors or assigns of the Loans and (ii) agreeing each case except pursuant to reimburse the Lenders and their Affiliates for any legal or other expenses incurred by such Persons in connection with defending the LiabilitiesSection 12.06.

Securitization. The Borrower hereby acknowledges that the Lenders and any of their Affiliates may sell or securitize the Loans (a “Securitization”"SECURITIZATION") through the pledge of the Loans as collateral security for loans to the Lenders or their Affiliates or through the sale of the Loans or the issuance of direct or indirect interests in the Loans, which loans to the Lenders or their Affiliates or direct or indirect interests will be rated by Mxxxx’xMoodx'x, S&P Xxandard & Poor's or one or more other rating agencies (the “Rating Agencies”"RATING AGENCIES"). The Borrower shall cooperate with the Lenders and their Affiliates to effect the Securitization including, without limitation, by (a) amending this Agreement and the other Loan Documents, and executing such additional documents, as reasonably requested by the Lenders in connection with the Securitization, provided that PROVIDED THAT (i) any such amendment or additional documentation does not impose material additional costs on the Borrower and (ii) any such amendment or additional documentation does not materially adversely affect the rights, or materially increase the obligations, of the Borrower under the Loan Documents or change or affect in a manner adverse to the Borrower the financial terms of the Loans, (b) providing such information as may be reasonably requested by the Lenders in connection with the rating of the Loans or the Securitization, and (c) providing in connection with any rating of the Loans a certificate (i) agreeing to indemnify the Lenders and any of their Affiliates, any of the Rating Agencies, or any party providing credit support or otherwise participating in the Securitization (collectively, the “Securitization Parties”"SECURITIZATION PARTIES") for any losses, claims, damages or liabilities (the “Liabilities”THE "LIABILITIES") to which the Lenders, their Affiliates or such Securitization Parties may become subject insofar as the Liabilities arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in any Loan Document or in any writing delivered by or on behalf of the Borrower or any Affiliate of the Borrower and its Affiliates to the Lenders in connection with any Loan Document or arise 30 37 out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein, or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, misleading and such indemnity shall survive any transfer by the Lenders or their successors or assigns of the Loans and (ii) agreeing to reimburse the Lenders and any of their Affiliates for any legal or other expenses reasonably incurred by such Persons in connection with defending the such Liabilities.

Securitization. The Borrower hereby acknowledges that the Lenders and their Affiliates may sell or securitize the Loans (a “Securitization”"SECURITIZATION") through the pledge of the Loans as collateral security for loans to the Lenders or their Affiliates or through the sale of the Loans or the issuance of direct or indirect interests in the Loans, which loans to the Lenders or their Affiliates or direct or indirect interests will be rated by Mxxxx’xMoody's, S&P or one or more other rating agencies (the “Rating Agencies”"RATING AGENXXXX"). The Borrower shall cooperate with the Lenders and their Affiliates to effect the Securitization including, without limitation, by (a) amending this Agreement and the other Loan Documents, and executing such additional documents, as reasonably requested by the Lenders in connection with the Securitization, provided that (i) any such amendment or additional documentation does not impose material additional costs on the Borrower and (ii) any such amendment or additional documentation does not materially adversely affect the rights, or materially increase the obligations, of the Borrower under the Loan Documents or change or affect in a manner adverse to the Borrower the financial terms of the Loans, (b) providing such information as may be reasonably requested by the Lenders in connection with the rating of the Loans or the Securitization, and (c) providing in connection with any rating of the Loans a certificate (i) agreeing to indemnify the Lenders and their Affiliates, any of the Rating Agencies, or any party providing credit support or otherwise participating in the Securitization (collectively, the “Securitization Parties”"SECURITIZATION PARTIES") for any losses, claims, damages or liabilities (the “Liabilities”"LIABILITIES") to which the Lenders, their Affiliates or such Securitization Parties may become subject insofar as the Liabilities arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in any Loan Document or in any writing delivered by or on behalf of the Borrower or any Affiliate of the Borrower to the Lenders in connection with any Loan Document or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein, or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, and such indemnity shall survive any transfer by the Lenders or their successors or assigns of the Loans and (ii) agreeing to reimburse the Lenders and their Affiliates for any legal or other expenses reasonably incurred by such Persons in connection with defending the Liabilities.

Securitization. The Borrower Loan Parties hereby acknowledges acknowledge that the Lenders and their Affiliates may sell or securitize the Loans (a “"Securitization”") through the pledge of the Loans as collateral security for loans to the Lenders or their Affiliates or through the sale of the Loans or the issuance of direct or indirect interests in the Loans, which loans to the Lenders or their Affiliates or direct or indirect interests will be rated by Mxxxx’xXxxxx'x, S&P Standard & Poor's or one or more other rating agencies (the “"Rating Agencies”"). The Borrower Loan Parties shall cooperate with the Lenders and their Affiliates to effect the Securitization including, without limitation, by (a) amending this Agreement and the other Loan Documents, and executing such additional documents, as reasonably requested by the Lenders in connection with the Securitization, provided that (i) any such amendment or additional documentation does not impose material additional costs in excess of $25,000 on the Borrower Loan Parties and (ii) any such amendment or additional documentation does not materially adversely affect the rights, or materially increase the obligations (other than ministerial obligations), of the Borrower Loan Parties under the Loan Documents or change or affect in a manner adverse to the Borrower Loan Parties the financial terms of the Loans, (b) providing such information as may be reasonably requested by the Lenders in connection with the rating of the Loans or the Securitization, and (c) providing in connection with any rating of the Loans a certificate (i) agreeing to indemnify the Agents, the Lenders and their Affiliates, any of the Rating Agencies, or any party providing credit support or otherwise participating in the Securitization (collectively, the “"Securitization Parties”") for any losses, claims, damages or liabilities (the “"Liabilities”") to which the Agents, the Lenders, their Affiliates or such Securitization Parties may become subject insofar as the Liabilities arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in any Loan Document or in any writing delivered by or on behalf a violation of the Borrower or any Affiliate of the Borrower to the Lenders representation set forth in connection with any Loan Document or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein, or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleadingSection 6.01(p) hereof, and such indemnity shall survive any transfer by the Lenders or their successors or assigns of the Loans and (ii) agreeing to reimburse the Agents, the Lenders and their Affiliates for any legal or other expenses reasonably incurred by such Persons in connection with defending the Liabilities.

Securitization. The Borrower hereby acknowledges that the Lenders and their Affiliates may sell or securitize the Loans Term Loan (a “Securitization”) through the pledge of the Loans Term Loan as collateral security for loans to the Lenders or their Affiliates or through the sale of the Loans Term Loan or the issuance of direct or indirect interests in the LoansTerm Loan, which loans to the Lenders or their Affiliates or direct or indirect interests will be rated by Mxxxx’xXxxxx’x, S&P Standard & Poor’s or one or more other rating agencies (the “Rating Agencies”). The Borrower shall cooperate with the Lenders and their Affiliates to effect the Securitization including, without limitation, by (a) amending this Agreement and the other Loan Documents, and executing such additional documents, as reasonably requested by the Lenders in connection with the Securitization, provided that (i) any such amendment or additional documentation does not impose material additional costs (other than those costs of a de minimis nature) on the Borrower and (ii) any such amendment or additional documentation does not materially adversely affect the rightsrights (other than those effects of a de minimis nature), or materially increase the obligationsobligations (other than those increases of a de minimis nature), of the Borrower under the Loan Documents or change or affect in a manner adverse to the Borrower the financial terms of the LoansTerm Loan, (b) providing such information as may be reasonably requested by the Lenders in connection with the rating of the Loans Term Loan or the Securitization, and (c) providing in connection with any rating of the Loans Term Loan a certificate (i) agreeing to indemnify the Lenders and their Affiliates, any of the Rating Agencies, or any party providing credit support or otherwise participating in the Securitization (collectively, the “Securitization Parties”) for any losses, claims, damages or liabilities (the “”Liabilities”) to which the Lenders, their Affiliates or such Securitization Parties may become subject insofar as the Liabilities arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in any Loan Document or in any writing delivered by or on behalf of the Borrower any Loan Party or any Affiliate of the Borrower its Subsidiaries to the Lenders any Agent or Lender in connection with any Loan Document or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein, or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, and such indemnity shall survive any transfer by the Lenders or their successors or assigns of the Loans Term Loan and (ii) agreeing to reimburse the Agents, the Lenders and their Affiliates for any legal or other expenses reasonably incurred by such Persons in connection with defending the Liabilities.

Securitization. The Borrower Loan Parties hereby acknowledges acknowledge that the Lenders and their Affiliates may sell or securitize the Loans (a “Securitization”) through the pledge of the Loans as collateral security for loans to the Lenders or their Affiliates or through the sale of the Loans or the issuance of direct or indirect interests in the Loans, which loans to the Lenders or their Affiliates or direct or indirect interests will be rated by Mxxxx’xXxxxx’x, S&P Standard & Poor’s or one or more other rating agencies (the “Rating Agencies”). The Borrower Loan Parties shall use their commercially reasonable efforts to cooperate with the Lenders and their Affiliates to effect the Securitization including, without limitation, by (a) amending this Agreement and the other Loan Documents, and executing such additional documents, as reasonably requested by the Lenders in connection with the Securitization, provided that (i) any such amendment or additional documentation does not impose material additional costs on the Borrower Loan Parties (other than costs of a de minimis nature) and (ii) any such amendment or additional documentation does not materially adversely affect the rights, or materially increase the obligationsobligations (other than increases of a de minimis nature), of the Borrower Loan Parties under the Loan Documents or change or affect in a manner adverse to the Borrower Loan Parties the financial terms of the Loans, (b) providing such information as may be reasonably requested by the Lenders in connection with the rating of the Loans or the Securitization, and (c) providing in connection with any rating of the Loans a certificate (i) agreeing to indemnify the Lenders and their Affiliates, any of the Rating Agencies, or any party providing credit support or otherwise participating in the Securitization (collectively, the “Securitization Parties”) for any losses, claims, damages or liabilities (the “Liabilities”) to which the Lenders, their Affiliates or such Securitization Parties may become subject insofar as to the extent and solely to the extent the Liabilities arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in any Loan Document or in any writing delivered by or on behalf of the Borrower or any Affiliate of the Borrower Loan Party to the Lenders in connection with any Loan Document or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein, or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleadingmisleading in any material respect, and such indemnity shall survive any transfer by the Lenders or their successors or assigns of the Loans and (ii) agreeing to reimburse the Lenders and their Affiliates for any legal or other expenses reasonably incurred by such Persons in connection with defending the Liabilities.

Securitization. The Borrower hereby acknowledges that the Lenders and their Affiliates may sell or securitize the Loans (a “"Securitization”") through the pledge of the Loans as collateral security for loans to the Lenders or their Affiliates or through the sale of the Loans or the issuance of direct or indirect interests in the Loans, which loans to the Lenders or their Affiliates or direct or indirect interests will be rated by Mxxxx’xMoody's, S&P or one or more other rating othxx xxxxng agencies (the “"Rating Agencies”"). The Borrower shall cooperate with the Lenders and their Affiliates to effect the Securitization including, without limitation, by (a) amending this Agreement and the other Loan Documents, and executing such additional documents, as reasonably requested by the Lenders in connection with the Securitization, provided that (i) any such amendment or additional documentation does not impose material additional costs on the Borrower and (ii) any such amendment or additional documentation does not materially adversely affect the rights, or materially increase the obligations, of the Borrower under the Loan Documents or change or affect in a manner adverse to the Borrower the financial terms of the Loans, (b) providing such information as may be reasonably requested by the Lenders in connection with the rating of the Loans or the Securitization, and (c) providing in connection with any rating of the Loans a certificate (i) agreeing to indemnify the Lenders and their Affiliates, any of the Rating Agencies, or any party providing credit support or otherwise participating in the Securitization (collectively, the “"Securitization Parties”") for any losses, claims, damages or liabilities (the “"Liabilities”") to which the Lenders, their Affiliates or such Securitization Parties may become subject insofar as the Liabilities arise out of or are based upon any untrue statement or alleged untrue statement of any material fact by Borrower or any Affiliate of Borrower contained in any Loan Document or in any writing delivered by or on behalf of the Borrower or any Affiliate of the Borrower to the Lenders in connection with any Loan Document or arise out of or are based upon the omission or alleged omission by Borrower or any Affiliate of Borrower to state therein a material fact required to be stated therein, or necessary in order to make the statements therein, in light of the circumstances under which they were made, made and as of the time made not misleading, and such indemnity shall survive any transfer by the Lenders or their successors or assigns of the Loans and (ii) agreeing to reimburse the Lenders and their Affiliates for any legal or other expenses reasonably incurred by such Persons in connection with defending the Liabilities.

Securitization. The Borrower Parent and the Loan Parties hereby acknowledges acknowledge, consent and agree that the Lenders and their Affiliates may sell or securitize the Loans (a “"Securitization”") through the pledge of the Loans as collateral security for loans to the Lenders or their Affiliates or through the sale of the Loans or the issuance of direct or indirect interests in the Loans, which loans to the Lenders or their Affiliates or direct or indirect interests will be rated by Mxxxx’xMoody's, S&P Standard & Poor's or one or more other rating agencies (the “Rating "Xxxxxx Agencies”"). The Borrower Parent and the Loan Parties shall cooperate with the Lenders and their Affiliates to effect the Securitization including, without limitation, by (a) amending this Agreement and the other Loan Documents, and executing such additional documents, as reasonably requested by the Lenders in connection with the Securitization, provided that (i) any such amendment or additional documentation does not impose material additional costs on the Borrower Parent and the Loan Parties and (ii) any such amendment or additional documentation does not materially adversely affect the rights, or materially increase the obligations, of the Borrower Parent and the Loan Parties under the Loan Documents or change or affect in a manner adverse to the Borrower Parent and the Loan Parties the financial terms of the Loans, (b) providing such information as may be reasonably requested by the Lenders in connection with the rating of the Loans or the Securitization, and (c) providing in connection with any rating of the Loans a certificate (i) agreeing to indemnify the Lenders and their Affiliates, any of the Rating Agencies, or any party providing credit support or otherwise participating in the Securitization (collectively, the “"Securitization Parties”") for any losses, claims, damages or liabilities (the “"Liabilities”") to which the Lenders, their Affiliates or such Securitization Parties may become subject insofar as the Liabilities arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in any Loan Document or in any writing delivered by or on behalf of the Borrower Parent or any Affiliate of the Borrower Loan Party to the Lenders in connection with any Loan Document or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein, or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, and such indemnity shall survive any transfer by the Lenders or their successors or assigns of the Loans and (ii) agreeing to reimburse the Lenders and their Affiliates for any legal or other expenses reasonably incurred by such Persons in connection with defending the Liabilities.

Securitization. The Borrower hereby acknowledges that the Lenders each Lender with a Term Loan B and their each of its Affiliates and Related Funds may sell or securitize the Loans Term Loan B (a “"Securitization”") through the pledge of the Loans Term Loan B, as collateral security for loans to the Lenders such Lender or their its Affiliates or Related Funds or through the sale of the Loans Term Loan B, or the issuance of direct or indirect interests in the LoansTerm Loan B, which loans to the Lenders such Lender or their its Affiliates or Related Funds or direct or indirect interests will be rated by Mxxxx’xXxxxx'x, S&P or one or more other rating agencies (the “"Rating Agencies”"). The Borrower shall agrees to cooperate with the such Lenders and their Affiliates and Related Funds to effect the Securitization including, without limitation, by (a) amending this Agreement and the other Loan Documents, and executing such additional documents, as reasonably requested by the such Lenders in connection with the Securitization; provided, provided however, that (i) any such amendment or additional documentation does not impose material additional costs on the Borrower Borrower, and (ii) any such amendment or additional documentation does not materially adversely affect the rights, or materially increase the obligations, of the Borrower under the Loan Documents or change or affect in a manner adverse to the Borrower the financial terms of the LoansTerm Loan B, (b) providing such information as may be reasonably requested by the such Lenders in connection with the rating of the Loans Term Loan B or the SecuritizationSecuritization provided that the provision of such information does not impose material additional costs on Borrower, and (c) providing in connection with any rating of the Loans Term Loan B a certificate (i) agreeing to indemnify the such Lenders and any of their AffiliatesAffiliates and Related Funds, any of the Rating Agencies, or any party providing credit support or otherwise participating in the Securitization (collectively, the “"Securitization Parties”") for any losses, claims, damages or liabilities (the “"Securitization Liabilities”") to which the Lenders, such Lenders or any of their Affiliates or Related Funds, or such Securitization Parties Parties, may become subject insofar as the Securitization Liabilities arise out of or are based upon any untrue statement or alleged untrue statement a breach of any material fact the representation and warranty contained in any Loan Document or in any writing delivered by or on behalf of the Borrower or any Affiliate of the Borrower to the Lenders in connection with any Loan Document or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated thereinSection 4.18, or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, and such indemnity shall survive any transfer by the Lenders or their successors or assigns of the Loans and (ii) agreeing to reimburse the such Lenders and their Affiliates and Related Funds, and such Securitization Parties, for any legal or other expenses reasonably incurred by such Persons in connection with defending the Securitization Liabilities. Notwithstanding the foregoing, this Section 2.16 is subject to Administrative Agent's and the Required Lenders' rights and obligations under Section 13 and Section 14 hereof in all respects and, in the event of a direct conflict between this Section 2.16 and any provision of Section 13 or Section 14 with respect to Administrative Agent's and the Required Lenders' rights and obligations, it is the intent of the parties that the applicable provision of Section 13 or Section 14 shall control and govern.

Securitization. The Borrower hereby acknowledges that the Lenders and any of their Affiliates may sell or securitize the Loans (a “"Securitization”") through the pledge of the Loans as collateral security for loans to the such Lenders or their Affiliates or through the sale of the Loans or the issuance of direct or indirect interests in the Loans, which loans to the such Lenders or their Affiliates or direct or indirect interests will be rated by Mxxxx’xXxxxx'x, S&P Standard & Poor's or one or more other rating agencies (the “"Rating Agencies”"). The Borrower shall cooperate undertake reasonable efforts with the such Lenders and their Affiliates (such Lenders and the Affiliates, together with any of the Rating Agencies and any party providing credit support or otherwise participating in the Securitization, collectively the "Securitization Parties") to help them as they effect the Securitization including, without limitation, by (a) negotiating in good faith to consider amending this Agreement and the other Loan Documents, and negotiating in good faith to consider executing such additional documents, as reasonably requested by the Lenders such Lenders, in connection with the Securitization, provided that (i) any such amendment or additional documentation does not impose material additional costs on the Borrower and (ii) any such amendment or additional documentation does not materially adversely affect the rights, or materially increase the obligations, of the Borrower under the Loan Documents or change or affect in a manner adverse to the Borrower the financial terms of the Loans, (b) providing such information as may be reasonably requested by the Lenders such Lenders, in connection with the rating of the Loans or the Securitization, and (c) providing in connection with any rating of the Loans a certificate (i) agreeing to indemnify the Lenders such information regarding Borrower and their its Subsidiaries and Affiliates, any the Collateral and other property, assets and business of the Rating Agencies, or any party providing credit support or otherwise participating in the Securitization Borrower (collectively, the “Securitization Parties”including appraisals and valuations) for any losses, claims, damages or liabilities (the “Liabilities”) to which the Lenders, their Affiliates or as may be reasonably requested by such Securitization Parties may become subject insofar as the Liabilities arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in any Loan Document or in any writing delivered by or on behalf of the Borrower or any Affiliate of the Borrower to the Lenders in connection with any Loan Document or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein, or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, and such indemnity shall survive any transfer by the Lenders or their successors or assigns assignees without the imposition of additional costs to Borrower. Notwithstanding the Loans foregoing, it is understood that Borrower and (ii) agreeing its Affiliates shall not be obligated to reimburse the Lenders and their Affiliates for incur any legal increased cost, administrative burden or other expenses incurred by such Persons increased obligation in connection with defending the Liabilitiesany Securitization.

Securitization. The Each Borrower hereby acknowledges that the Lenders each Lender and their each of its Affiliates and Related Funds may sell or securitize the Loans Term Loan B (a “Securitization”) through the pledge of the Loans Term Loan B as collateral security for loans to the Lenders such Lender or their its Affiliates or Related Funds or through the sale of the Loans Term Loan B or the issuance of direct or indirect interests in the LoansTerm Loan B, which loans to the Lenders such Lender or their its Affiliates or Related Funds or direct or indirect interests will be rated by Mxxxx’xXxxxx’x, S&P or one or more other rating agencies (the “Rating Agencies”). The Each Borrower shall agrees to cooperate with the such Lenders and their Affiliates and Related Funds to effect the Securitization including, without limitation, by (a) amending this Agreement and the other Loan Documents, and executing such additional documents, as reasonably requested by the such Lenders in connection with order to effect the Securitization, provided that (i) any such amendment or additional documentation does not impose material additional costs or liabilities on the Borrower Borrowers, and (ii) any such amendment or additional documentation does not materially adversely affect the rights, or materially increase the obligations, of the such Borrower under the Loan Documents or change or affect in a manner adverse to the such Borrower the financial terms of the LoansTerm Loan B or add more restrictive covenants or defaults, (b) providing such written information as may be reasonably requested by the such Lenders in connection with the rating of the Loans Term Loan B or the Securitization, and (c) providing in connection with any rating of the Loans Term Loan B a certificate (i) agreeing to indemnify the such Lenders and any of their AffiliatesAffiliates and Related Funds, any of the Rating Agencies, or any party providing credit support or otherwise participating in the Securitization (collectively, the “Securitization Parties”) for any losses, claims, damages or liabilities (the “Securitization Liabilities”) to which the Lenders, such Lenders or any of their Affiliates or Related Funds, or such Securitization Parties Parties, may become subject insofar as the Securitization Liabilities arise out of or are based upon any untrue statement or alleged untrue statement a breach of any material fact the representation and warranty contained in any Loan Document or in any writing delivered by or on behalf of the Borrower or any Affiliate of the Borrower to the Lenders in connection with any Loan Document or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated thereinSection 4.18, or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, and such indemnity shall survive any transfer by the Lenders or their successors or assigns of the Loans and (ii) agreeing to reimburse the such Lenders and their Affiliates and Related Funds, and such Securitization Parties, for any legal or other expenses reasonably incurred by such Persons in connection with defending the Securitization Liabilities.

Securitization. The Each Borrower hereby acknowledges that the Lenders each Lender (a “Securitizing Lender”) and their each of its Affiliates and Related Funds may sell or securitize the Loans Obligations (a “Securitization”) through the pledge of the Loans Obligations as collateral security for loans to the Lenders such Securitizing Lender or their its Affiliates or Related Funds or through the sale of the Loans Obligations or the issuance of direct or indirect interests in the LoansObligations, which loans to the Lenders such Securitizing Lender or their its Affiliates or Related Funds or direct or indirect interests will be rated by Mxxxx’xXxxxx’x, S&P or one or more other rating agencies (the “Rating Agencies”). The Each Borrower shall agrees to cooperate with the Lenders such Securitizing Lender and their its Affiliates and Related Funds to effect the Securitization including, without limitation, by (a) amending this Agreement and the other Loan Documents, and executing such additional documents, as reasonably requested by the Lenders such Securitizing Lender in connection with the Securitization, provided that (i) any such amendment or additional documentation does not impose material additional costs on the Borrower Borrowers, and (ii) any such amendment or additional documentation does not materially adversely affect the rights, or materially increase the obligations, of the Borrower Borrowers under the Loan Documents or change or affect in a manner adverse to the Borrower Borrowers the financial terms of any of the LoansObligations, (b) providing such information as may be reasonably requested by the Lenders such Securitizing Lender in connection with the rating of any of the Loans Obligations or the Securitization, and (c) providing in connection with any rating of any of the Loans Obligations a certificate (i) agreeing to indemnify the Lenders such Securitizing Lender and their Affiliatesits Affiliates and Related Funds, any of the Rating Agencies, or any party providing credit support or otherwise participating in the Securitization (collectively, the “Securitization Parties”) for any losses, claims, damages or liabilities (the “Securitization Liabilities”) to which the Lenderssuch Securitizing Lender or any of its Affiliates or Related Funds, their Affiliates or such Securitization Parties Parties, may become subject insofar as the Securitization Liabilities arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in any Loan Document or in any writing delivered by or on behalf of the Borrower or any Affiliate of the Borrower to the Lenders in connection with any Loan Document or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein, or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, and such indemnity shall survive any transfer by the Lenders such Securitizing Lender or their its successors or assigns of the Loans Obligations and (ii) agreeing to reimburse the Lenders such Securitizing Lender and their its Affiliates and Related Funds, and such Securitization Parties, for any legal or other expenses reasonably incurred by such Persons in connection with defending the Securitization Liabilities.

Securitization. The Borrower Borrowers hereby acknowledges acknowledge that -------------- the Lenders and any of their Affiliates may sell or securitize the Loans (a “"Securitization”") through the pledge of the Loans as collateral security for -------------- loans to the Lenders or their Affiliates or through the sale of the Loans or the issuance of direct or indirect interests in the Loans, which loans to the Lenders or their Affiliates or direct or indirect interests will be rated by Mxxxx’xXxxxx'x, S&P Standard & Poor's or one or more other rating agencies (the “"Rating ------ Agencies”"). The Borrower Borrowers shall cooperate with the Lenders and their Affiliates -------- to effect the Securitization Securitization, including, without limitation, by (a) amending this Agreement and the other Loan Documents, and executing such additional documents, as reasonably requested by the Lenders in connection with the Securitization, provided that (i) any such amendment or additional documentation -------- ---- does not impose material additional costs on the Borrower Borrowers and (ii) any such amendment or additional documentation does not materially adversely affect the rights, or materially increase the obligations, of the Borrower Borrowers under the Loan Documents or change or affect in a manner adverse to the Borrower Borrowers the financial terms of the Loans, (b) providing such information as may be reasonably requested by the Lenders in connection with the rating of the Loans or the Securitization, and (c) providing in connection with any rating of the Loans a certificate (i) agreeing to indemnify the Lenders and any of their Affiliates, any of the Rating Agencies, or any party providing credit support or otherwise participating in the Securitization (collectively, the “"Securitization Parties”") ---------------------- for any losses, claims, damages or liabilities (the “"Liabilities”") to which the ----------- Lenders, their Affiliates or such Securitization Parties may become subject insofar as the Liabilities arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in any Loan Document or in any writing delivered by or on behalf of the Borrower or any Affiliate of the Borrower Loan Party to the Lenders in connection with any Loan Document or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein, or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, misleading and such indemnity shall survive any transfer by the Lenders or their successors or assigns of the Loans and (ii) agreeing to reimburse the Lenders and any of their Affiliates for any legal or other expenses reasonably incurred by such Persons in connection with defending the Liabilities.

Securitization. The Borrower Borrowers hereby acknowledges acknowledge that the Lenders and any of their Affiliates affiliates may sell or securitize the Loans Obligations (a “Securitization”) through the pledge of the Loans Obligations as collateral security for loans to the such Lenders or their Affiliates affiliates or through the sale of the Loans Obligations or the issuance of direct or indirect interests in the LoansObligations, which loans to the such Lenders or their Affiliates affiliates or direct or indirect interests will be rated by Mxxxx’x, S&P Standard & Poor’s or one or more other rating agencies (the “Rating Agencies”). The Borrower Borrowers shall cooperate reasonably with the such Lenders and their Affiliates affiliates to effect the any such Securitization including, without limitation, by (a) amending this Agreement and the other Loan Documents, and executing such additional documents, as reasonably requested by the Lenders such Lenders, in connection with the Securitization, provided that (i) any such amendment or additional documentation does not impose material additional costs on the Borrower and Borrowers, (ii) any such amendment or additional documentation does not materially adversely affect the rights, or materially increase the obligations (including administrative duties or reporting obligations), of the Borrower Borrowers under the Loan Credit Documents or change or affect in a manner adverse to the Borrower Borrowers the financial terms of the LoansObligations, and (b) providing such information as may be reasonably requested by the Lenders such Lenders, in connection with the rating of the Loans Obligations or the Securitization, and (c) providing in connection with any rating of the Loans Obligations, a certificate (i) agreeing to indemnify the such Lenders and any of their Affiliatesaffiliates, any of the Rating Agencies, or any party providing credit support or otherwise participating in the Securitization (collectively, the “Securitization Parties”) for any losses, claims, damages or liabilities (the “Liabilities”) to which the such Lenders, their Affiliates affiliates or such Securitization Parties may become subject insofar as the Liabilities arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in any Loan Credit Document or in any writing delivered by or on behalf of the Borrower or any Affiliate of the Borrower Borrowers and their respective affiliates to the Agent or one or more Lenders in connection with any Loan Credit Document or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein, therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, misleading and such indemnity shall survive any transfer by the such Lenders or their successors or assigns of the Loans Obligations, and (ii) agreeing to reimburse the such Lenders and any of their Affiliates affiliates and other Securitization Parties for any legal or other expenses reasonably incurred by such Persons in connection with defending the Liabilities; and (d) providing such information regarding the Borrowers, the Guarantors, the Collateral and other property, assets and business of the Borrowers and the Guarantors (including appraisals and valuations) as may be reasonably requested by such Lenders or their successors or assignees.

Securitization. The Borrower Loan Parties hereby acknowledges acknowledge that the Lenders and their Affiliates may sell or securitize the Loans Term Loan (a “"Securitization”") through the pledge of the Loans Term Loan as collateral security for loans to the Lenders or their Affiliates or through the sale of the Loans Term Loan or the issuance of direct or indirect interests in the LoansTerm Loan, which loans to the Lenders or their Affiliates or direct or indirect interests will be rated by Mxxxx’xXxxxx'x, S&P Standard & Poor's or one or more other rating agencies (the “"Rating Agencies”"). The Borrower Loan Parties shall cooperate with the Lenders and their Affiliates to effect the Securitization including, without limitation, by (a) amending this Agreement and the other Loan Documents, and executing such additional documents, as reasonably requested by the Lenders in connection with the Securitization, provided that (i) any such amendment or additional documentation does not impose material additional costs on the Borrower Loan Parties and (ii) any such amendment or additional documentation does not materially adversely affect the rights, or materially increase the obligations, of the Borrower Loan Parties under the Loan Documents or change or affect in a manner adverse to the Borrower Loan Parties the financial terms of the LoansTerm Loan, (b) providing such information as may be reasonably requested by the Lenders in connection with the rating of the Loans Term Loan or the Securitization, and (c) providing in connection with any rating of the Loans Term Loan a certificate (i) agreeing to indemnify the Lenders and their Affiliates, any of the Rating Agencies, or any party providing credit support or otherwise participating in the Securitization (collectively, the “"Securitization Parties”") for any losses, claims, damages or liabilities (the “"Liabilities”") to which the Lenders, their Affiliates or such Securitization Parties may become subject insofar as the Liabilities arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in any Loan Document or in any writing delivered by or on behalf of the Borrower or any Affiliate of the Borrower Loan Party to the Lenders in connection with any Loan Document or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein, or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, and such indemnity shall survive any transfer by the Lenders or their successors or assigns of the Loans Term Loan and (ii) agreeing to reimburse the Lenders and their Affiliates for any legal or other expenses reasonably incurred by such Persons in connection with defending the Liabilities.

Securitization. The Borrower hereby acknowledges that the -------------- Lenders and any of their Affiliates may sell or securitize the Loans (a “"Securitization”") through the pledge of the Loans as collateral security for -------------- loans to the such Lenders or their Affiliates or through the sale of the Loans or the issuance of direct or indirect interests in the Loans, which loans to the such Lenders or their Affiliates or direct or indirect interests will be rated by Mxxxx’xXxxxx'x, S&P Standard & Poor's or one or more other rating agencies (the “"Rating ------ Agencies”"). The Borrower shall cooperate with the such Lenders and their Affiliates -------- to effect the Securitization including, without limitation, by (a) amending this Agreement and the other Loan Documents, and executing such additional documents, as reasonably requested by the Lenders such Lenders, in connection with the Securitization, provided that (i) any such amendment or additional documentation does not impose -------- ---- material additional costs on the Borrower and (ii) any such amendment or additional documentation does not materially adversely affect the rights, or materially increase the obligations, of the Borrower under the Loan Documents or change or affect in a manner adverse to the Borrower the financial terms of the Loans, (b) providing such information as may be reasonably requested by the Lenders such Lenders, in connection with the rating of the Loans or the Securitization, and (c) providing in connection with any rating of the Loans Loans, a certificate (i) agreeing to indemnify the such Lenders and any of their Affiliates, any of the Rating Agencies, or any party providing credit support or otherwise participating in the Securitization (collectively, the “"Securitization Parties”") for any losses, claims, damages or liabilities (the “"Liabilities”") to which the such Lenders, their ----------- Affiliates or such Securitization Parties may become subject insofar as the Liabilities arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in any Loan Document or in any writing delivered by or on behalf of the Borrower or any Affiliate of the Borrower and its Affiliates to the Lenders Lender Group in connection with any Loan Document or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein, therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, misleading and such indemnity shall survive any transfer by the such Lenders or their successors or assigns of the Loans and (ii) agreeing to reimburse the such Lenders and any of their Affiliates and other Securitization Parties for any legal or other expenses reasonably incurred by such Persons in connection with defending the Liabilities; and (d) providing such information regarding and its Subsidiaries and Affiliates, the Collateral and other property, assets and business of the Borrower (including appraisals and valuations) as may be reasonably requested by such Lenders or their successors or assignees.

Securitization. The Borrower Loan Parties hereby acknowledges that the Lenders Lender and their any of its Affiliates may sell or securitize the Loans (a “Securitization”"SECURITIZATION") through the pledge of the Loans as collateral security for loans to the Lenders Lender or their its Affiliates or through the sale of the Loans or the issuance of direct or indirect interests in the Loans, which loans to the Lenders Lender or their Affiliates its Affiliate or direct or indirect interests will be rated by Mxxxx’xXxxxx'x, S&P Standard & Poor's or one or more other rating agencies (the “Rating Agencies”"RATING AGENCIES"). The Borrower Loan Parties shall cooperate with the Lenders Lender and their its Affiliates to effect the Securitization including, without limitation, by (a) amending this Agreement and the other Loan Documents, and executing such additional documents, as reasonably requested by the Lenders Lender in connection with the Securitization, provided that PROVIDED THAT (i) any such amendment or additional documentation does not impose material additional costs on the Borrower Loan Parties and (ii) any such amendment or additional documentation does not materially adversely affect the rights, or materially increase the obligations, of the Borrower Loan Parties under the Loan Documents or change or affect in a manner adverse to the Borrower Loan Parties the financial terms of the Loans, (b) providing such information as may be reasonably requested by the Lenders Lender in connection with the rating of the Loans or the Securitization, and (c) providing in connection with any rating of the Loans a certificate (i) agreeing to indemnify the Lenders Lender and their any of its Affiliates, any of the Rating Agencies, or any party providing credit support or otherwise participating in the Securitization (collectively, the “Securitization Parties”"SECURITIZATION PARTIES") for any losses, claims, damages or liabilities (the “Liabilities”"LIABILITIES") to which the LendersLender, their its Affiliates or such Securitization Parties may become subject insofar as the Liabilities arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in any Loan Document or in any writing delivered by or on behalf of the Borrower or any Affiliate of the Borrower Loan Parties to the Lenders Lender in connection with any Loan Document or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein, or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, misleading and such indemnity shall survive any transfer by the Lenders Lender or their its successors or assigns of the Loans and (ii) agreeing to reimburse the Lenders Lender and their any of its Affiliates for any legal or other expenses reasonably incurred by such Persons in connection with defending the Liabilities.

Securitization. The Borrower Loan Parties hereby acknowledges acknowledge that the Lenders and their Affiliates and related funds may sell or securitize the Loans (a “Securitization”) through the pledge of the Loans as collateral security for loans to the Lenders or their Affiliates or related funds, through the sale of the Loans or the issuance of direct or indirect interests in the Loans, which loans to the Lenders or their Affiliates or related funds or direct or indirect interests will be rated by Mxxxx’xXxxxx’x, S&P or one or more other rating agencies (the “Rating Agencies”). The Borrower Loan Parties shall cooperate with the Lenders and their Affiliates and related funds to effect the Securitization including, without limitation, by (a) amending this Agreement and the other Loan Documents, and executing such additional documents, as reasonably requested by the Lenders in connection with the Securitization, ; provided that (i) any such amendment or additional documentation does not impose material additional costs on the Borrower Loan Parties; and (ii) any such amendment or additional documentation does not materially adversely affect the rights, or materially increase the obligations, of the Borrower Loan Parties under the Loan Documents or change or affect in a manner adverse to the Borrower Loan Parties the financial terms of the Loans, ; (b) providing such information as may be reasonably requested by the Lenders in connection with the rating of the Loans or the Securitization, ; and (c) providing in connection with any rating of the Loans a certificate (i1) agreeing to indemnify the Lenders and their AffiliatesAffiliates and related funds, any of the Rating Agencies, or any party providing credit support or otherwise participating in the Securitization (collectively, the “Securitization Parties”) for any losses, claims, damages or liabilities (the “Liabilities”) to which the Lenders, their Affiliates or related funds or such Securitization Parties may become subject insofar as the Liabilities such losses, claims, damages or liabilities arise out of or are based upon any untrue statement or alleged untrue statement of any a material fact contained in this Credit Agreement, any other Loan Document Document, any other Acquisition Agreement or any other Station Agreement or in any writing delivered by or on behalf of the Borrower or any Affiliate of the Borrower Loan Party to the Lenders in connection with any Loan Document pursuant to this Credit Agreement or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein, or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleadingmisleading (the “Securitization Liabilities”), and such indemnity shall survive any transfer by the Lenders or their successors or assigns of the Loans Loans; and (ii2) agreeing to reimburse the Lenders and their Affiliates and related funds and the other Securitization Parties for any legal or other expenses reasonably incurred by such Persons in connection with defending the Securitization Liabilities.

Securitization. The Borrower Borrowers and Guarantors hereby acknowledges acknowledge that the Lenders and their Affiliates may sell or securitize the Loans Loan (a “"Securitization”") through the pledge of the Loans Loan as collateral security for loans to the Lenders or their Affiliates or through the sale of the Loans Loan or the issuance of direct or indirect interests in the LoansLoan, which loans to the Lenders or their Affiliates or direct or indirect interests will be rated by Mxxxx’xXxxxx'x, S&P Standard & Poor's or one or more other rating agencies (the “"Rating Agencies”"). The Borrower Borrowers and Guarantors shall cooperate with the Lenders and their Affiliates to effect the Securitization including, without limitation, by (a) amending this Agreement and the other Loan DocumentsFinancing Agreements, and executing such additional documents, as reasonably requested by the Lenders in connection with the Securitization, provided that providedthat (i) any such amendment or additional documentation does not impose material additional costs on the Borrower Borrowers and Guarantors and (ii) any such amendment or additional documentation does not materially adversely affect the rights, or materially increase the obligations, of the Borrower Borrowers and Guarantors under the Loan Documents Financing Agreements or change or affect in a manner adverse to the Borrower Borrowers and Guarantors the financial terms of the LoansLoan, (b) providing such information as may be reasonably requested by the Lenders in connection with the rating of the Loans Loan or the Securitization, and (c) providing in connection with any rating of the Loans Loan a certificate (i) agreeing to indemnify the Lenders and their Affiliates, any of the Rating Agencies, or any party providing credit support or otherwise participating in the Securitization (collectively, the “"Securitization Parties”") for any losses, claims, damages or liabilities (the “"Liabilities”") to which the Lenders, their Affiliates or such Securitization Parties may become subject insofar as the Liabilities arise out of or are based upon any untrue statement or alleged untrue statement of any material fact by any Borrower or Guarantor contained in any Loan Document Financing Agreement or in any writing delivered by or on behalf of the any Borrower or any Affiliate of the Borrower Guarantor to the Lenders in connection with any Loan Document Financing Agreement or arise out of or are based upon the omission or alleged omission by any Borrower or Guarantor to state therein a material fact required to be stated therein, or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, and such indemnity shall survive any transfer by the Lenders or their successors or assigns of the Loans Loan and (ii) agreeing to reimburse the Lenders and their Affiliates for any legal or other expenses reasonably incurred by such Persons in connection with defending the Liabilities.

Securitization. The Borrower hereby acknowledges that the Lenders and their Affiliates may sell or securitize the Loans (a “”Securitization”) through the pledge of the Loans as collateral security for loans to the Lenders or their Affiliates or through the sale of the Loans or the issuance of direct or indirect interests in the Loans, which loans to the Lenders or their Affiliates or direct or indirect interests will be rated by Mxxxx’xXxxxx’x, S&P Standard & Poor’s or one or more other rating agencies (the “Rating Agencies”). The Borrower shall cooperate with the Lenders and their Affiliates to effect the Securitization including, without limitation, by (a) amending this Agreement and the other Loan Documents, and executing such additional documents, as reasonably requested by the Lenders in connection with the Securitization, provided that (i) any such amendment or additional documentation does not impose material additional costs on the Borrower Loan Parties and (ii) any such amendment or additional documentation does not materially adversely affect the rights, or materially increase the obligations, of the Borrower Loan Parties under the Loan Documents or change or affect in a manner adverse to the Borrower Loan Parties the financial terms of the Loans, (b) providing such information as may be reasonably requested by the Lenders in connection with the rating of the Loans or the Securitization, and (c) providing in connection with any rating of the Loans a certificate (i) agreeing to indemnify the Lenders and their Affiliates, any of the Rating Agencies, or any party providing credit support or otherwise participating in the Securitization (collectively, the “Securitization Parties”) for any losses, claims, damages or liabilities (insofar as arising out of any of the “matters described below, the ”Liabilities”) to which the Lenders, their Affiliates or such Securitization Parties may become subject insofar as the Liabilities arise out of or are based upon any untrue statement or alleged untrue statement of any material fact by any Loan Party contained in any Loan Document or in any writing delivered by or on behalf of the Borrower or any Affiliate of the Borrower Loan Party to the Lenders in connection with any Loan Document or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein, or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, and such indemnity shall survive any transfer by the Lenders or their successors or assigns of the Loans and (ii) agreeing to reimburse the Lenders and their Affiliates for any legal or other expenses reasonably incurred by such Persons in connection with defending the Liabilities.

Securitization. The Each Borrower hereby acknowledges that the Lenders and each of their Affiliates may sell or securitize the Loans Borrowings (a “"Securitization”") through the pledge of the Loans Borrowings as collateral security for loans to the such Lenders or their Affiliates or through the sale of the Loans Borrowings or the issuance of direct or indirect interests in the LoansBorrowings, which loans to the such Lenders or their Affiliates Affiliate or direct or indirect interests will be rated by Mxxxx’xMoody's, S&P Standard & Poor's or one or more other rating agencies (the “Rating "Xxxxxx Agencies”"). The Each Borrower shall cooperate with the such Lenders and their Affiliates to effect the Securitization including, without limitation, by (a) amending this Agreement and the other Loan Documents, and executing such additional documents, as reasonably requested by the such Lenders in connection with the Securitization, provided that (i) any such amendment or additional documentation does not impose material additional costs on Borrowers and the Borrower Lender that elects to securitize its Borrowings shall pay for costs and expenses associated therewith, and (ii) any such amendment or additional documentation does not materially adversely affect the rights, or materially increase the obligations, of the Borrower Borrowers under the Loan Documents or change or affect in a manner adverse to the Borrower Borrowers the financial terms of the LoansBorrowings, (b) providing such information as may be reasonably requested by the such Lenders in connection with the rating of the Loans Borrowings or the Securitization, and (c) providing in connection with any rating of the Loans Borrowings a certificate (i) agreeing to indemnify the such Lenders and any of their Affiliates, any of the Rating Agencies, or any party providing credit support or otherwise participating in the Securitization (collectively, the “"Securitization Parties”") for any losses, claims, damages or liabilities (the “"Liabilities”") to which the such Lenders, their Affiliates or such Securitization Parties may become subject insofar as the Liabilities arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in any Loan Document or in any writing delivered by or on behalf of the Borrower Borrowers or any Affiliate of the Borrower its Affiliates to the Lenders Lender Group in connection with any Loan Document or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein, or necessary in order to make the statements therein, in light of the circumstances under which they were made, made not misleading, and such indemnity shall survive any transfer by the Lenders any Lender or their its successors or assigns of the Loans Borrowings, and (ii) agreeing to reimburse the such Lenders and any of their Affiliates for any legal or other expenses reasonably incurred by such Persons in connection with defending the Liabilities.

Securitization. The Borrower Borrowers hereby acknowledges acknowledge that the Lenders each Lender (a “Securitizing Lender”) and their each of its Affiliates and Related Funds may sell or securitize the Loans Term Loan (a “Securitization”) through the pledge of the Loans Term Loan as collateral security for loans to the Lenders such Securitizing Lender or their its Affiliates or Related Funds or through the sale of the Loans Term Loan or the issuance of direct or indirect interests in the LoansTerm Loan, which loans to the Lenders such Securitizing Lender or their its Affiliates or Related Funds or direct or indirect interests will be rated by Mxxxx’xXxxxx’x Investors Service, S&P Inc., Standard & Poor’s Rating Group or one or more other rating agencies (the “Rating Agencies”). The Each Borrower shall agrees to reasonably cooperate with the Lenders such Securitizing Lender and their its Affiliates and Related Funds to effect the Securitization including, without limitation, by (a) amending this Agreement and the other Loan Documents, Other Documents and executing such additional documents, as reasonably requested by the Lenders such Securitizing Lender in connection with the Securitization; provided, provided that (i) any such amendment or additional documentation does not impose material additional costs on the Borrower such Borrower, and (ii) any such amendment or additional documentation does not materially and adversely affect the rights, rights or materially increase the obligations, obligations of the such Borrower under this Agreement or the Loan Other Documents or change or affect in a manner material and adverse to the such Borrower the financial terms of the LoansTerm Loan, (b) providing such information as may be reasonably requested by the Lenders such Securitizing Lender in connection with the rating of the Loans Term Loan or the Securitization, and (c) providing in connection with any rating of the Loans Term Loan a certificate (i) agreeing to indemnify the Lenders such Securitizing Lender and their Affiliatesany of its Affiliates and Related Funds, any of the Rating Agencies, or any party providing credit support or otherwise participating in the Securitization (collectively, the “Securitization Parties”) for any losses, claims, damages or liabilities (the “Securitization Liabilities”) to which the Lenderssuch Securitizing Lender or any of its Affiliates or Related Funds, their Affiliates or such Securitization Parties Parties, may become subject insofar as the Securitization Liabilities arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in this Agreement or any Loan Other Document or in any writing delivered by or on behalf of the Borrower or any Affiliate of the Borrower to the Lenders in connection with this Agreement or any Loan Document Other Document, taken as a whole, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein, or necessary in order to make the statements therein, in light of the circumstances under which they were mademade and taken as a whole, not misleading, and such indemnity shall survive any transfer by the Lenders such Securitizing Lender or their its successors or assigns of the Loans Term Loan, and (ii) agreeing to reimburse the Lenders such Securitizing Lender and their its Affiliates and Related Funds, and such Securitization Parties, for any legal or other expenses reasonably incurred by such Persons in connection with defending the Securitization Liabilities. Notwithstanding the foregoing, no such Securitization by a Securitizing Lender shall release such Securitizing Lender from any of its obligations hereunder or substitute any pledgee, secured party or any other party to such Securitization for such Securitizing Lender as a party hereto.

Securitization. The Borrower Loan Parties hereby acknowledges acknowledge that the Lenders and their Affiliates may sell or securitize the Loans (a “"Securitization”") through the pledge of the Loans as collateral security for loans to the Lenders or their Affiliates or through the sale of the Loans or the issuance of direct or indirect interests in the LoansAffiliates, which loans to the Lenders or their Affiliates or direct or indirect interests will be rated by Mxxxx’xMoody's, S&P Standard & Poor's or one or more other rating agencies (the “Rating "Xxxxxg Agencies”"). The Borrower Loan Parties shall cooperate cooperate, at the Lender's cost, with the Lenders and their Affiliates to effect the Securitization including, without limitation, by (a) amending this Agreement and the other Loan Documents, and executing such additional documents, as reasonably requested by the Lenders in connection with the Securitization, provided that (i) any such amendment or additional documentation does not impose material additional costs on the Borrower Loan Parties and (ii) any such amendment or additional documentation does not materially adversely affect the rights, or materially increase the obligations, of the Borrower Loan Parties under the Loan Documents or change or affect in a manner adverse to the Borrower Loan Parties the financial terms of the Loans, (b) providing such information as may be reasonably requested by the Lenders in connection with the rating of the Loans or the Securitization, and (c) providing in connection with any rating of the Loans a certificate (i) agreeing to indemnify the Lenders and their Affiliates, any of the Rating Agencies, or any party providing credit support or otherwise participating in the Securitization (collectively, the “"Securitization Parties”") for any losses, claims, damages or liabilities (the “Liabilities”) to which the Lenders, their Affiliates or such Securitization Parties may become subject insofar as the Liabilities arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in any Loan Document or in any writing delivered by or on behalf of the Borrower or any Affiliate of the Borrower to the Lenders in connection with any Loan Document or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein, or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, and such indemnity shall survive any transfer by the Lenders or their successors or assigns of the Loans and (ii) agreeing to reimburse the Lenders and their Affiliates for any legal or other expenses incurred by such Persons in connection with defending the Liabilities.the

Securitization. The Each Borrower hereby acknowledges that the Lenders Lender and their any of its Affiliates may sell or securitize the Loans (a “"Securitization”") through the pledge of the Loans as collateral security for loans to the Lenders Lender or their its Affiliates or through the sale of the Loans or the issuance of direct or indirect interests in the Loans, which loans to the Lenders Lender or their Affiliates its Affiliate or direct or indirect interests will be rated by Mxxxx’xXxxxx'x, S&P Standard & Poor's or one or more other rating agencies (the “"Rating Agencies”"). The Each Borrower shall cooperate with the Lenders Lender and their its Affiliates to effect the Securitization including, without limitation, by (a) amending this Agreement and the other Loan Documents, and executing such additional documents, as reasonably requested by the Lenders Lender in connection with the Securitization, provided that (i) any such amendment or additional documentation does not impose material additional costs on the any Borrower and (ii) any such amendment or additional documentation does not materially adversely affect the rights, or materially increase the obligations, of the any Borrower under the Loan Documents or change or affect in a manner adverse to the any Borrower the financial terms of the Loans, (b) providing such information as may be reasonably requested by the Lenders Lender in connection with the rating of the Loans or the Securitization, and (c) providing in connection with any rating of the Loans a certificate (i) agreeing to indemnify the Lenders Lender and their any of its Affiliates, any of the Rating Agencies, or any party providing credit support or otherwise participating in the Securitization (collectively, the “"Securitization Parties”") for any losses, claims, damages or liabilities (the “"Liabilities”") to which the LendersLender, their its Affiliates or such Securitization Parties may become subject insofar as the Liabilities arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in any Loan Document or in any writing delivered by or on behalf of the any Borrower or any Affiliate of the Borrower and its Affiliates to the Lenders Lender in connection with any Loan Document or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein, or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, misleading and such indemnity shall survive any transfer by the Lenders Lender or their its successors or assigns of the Loans and (ii) agreeing to reimburse the Lenders Lender and their any of its Affiliates for any legal or other expenses reasonably incurred by such Persons in connection with defending the Liabilities.