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SECTION 13.4. Taxes . AESOP Leasing agrees to pay, and to save the Trustee and the Lender harmless from all liability for, any

document, stamp, filing, recording, mortgage or other taxes (other than net income taxes of the Lender) which may be payable in connection

with the borrowings hereunder or the execution, delivery, recording or filing of this Agreement or of any other instruments or documents

provided for herein or delivered or to be delivered hereunder or in connection herewith. All obligations provided for in this Section 13.4 shall

survive any termination of this Agreement.

SECTION 13.5. Indemnification . In consideration of the Lender’s execution and delivery of this Agreement and the Lender’s

extension of the Loan Commitment, AESOP Leasing hereby agrees to:

(a) indemnify, exonerate and hold the Lender and its officers, directors, stockholders, employees, and agents (herein collectively

called “ Lender Parties ” and individually called a “ Lender Party ”) free and harmless from and against any and all claims, demands, actions,

causes of action, suits, losses, costs, charges, liabilities, damages, and expenses in connection therewith (irrespective of whether such Lender

Party is a party to the action for which indemnification hereunder is sought), and including, without limitation, reasonable attorneys’ fees and

disbursements (called in this paragraph the “ Indemnified Liabilities ”), incurred by Lender Parties or any of them as a result of, or arising out

of, or relating to (i) any transaction financed or to be financed in whole or in part, directly or indirectly, with the proceeds of any Loan made

hereunder or involving any Loan made hereunder, or (ii) the execution, delivery, performance or enforcement of this Agreement and any

instrument, document or agreement executed pursuant hereto by any of the Lender Parties, or (iii) the ownership, operation,

6 Sylvan Way

Parsippany, NJ 07054

Telephone: (973) 496

5000

Fax: (973) 494

5852

BORROWER

AESOP Leasing L.P.

c/o Lord Securities Corporation

48 Wall Street

New York, New York 10005

Attention: Benjamin B. Abedine

Telephone: (212) 346

9019

Fax: (212) 346

9012

With a copy to: