Common use of Amounts Payable Clause in Contracts

Amounts Payable. (a) The Company hereby covenants and agrees to repay the loan, as follows: on or before any Interest Payment Date for the Bonds or any other date that any payment of interest, premium, if any, or principal or Purchase Price is required to be made in respect of the Bonds pursuant to the Indenture, until the principal of, premium, if any, and interest on the Bonds shall have been fully paid or provision for the payment thereof shall have been made in accordance with the Indenture, in immediately available funds, a sum which, together with any other moneys available for such payment in any account of the Bond Fund, will enable the Trustee to pay the amount payable on such date as Purchase Price or principal of (whether at maturity or upon redemption or acceleration or otherwise), premium, if any, and interest on the Bonds as provided in the Indenture; provided, however, that the obligation of the Company to make any payment hereunder shall be deemed satisfied and discharged to the extent of the corresponding payment made by a Credit Provider (if any) to the Trustee under a Credit Facility (if any) or by the Confirming Bank (if any) under the Confirming Letter of Credit (if any). While the Bonds bear interest at a Bank Rate, each of the Company and ITT Holdings LLC agrees to pay (or cause to pay) the Purchase Price on the Bonds when due pursuant to Sections 4.01 and 4.02 of the Indenture. It is understood and agreed that all payments payable by or on behalf of the Company under subsection (a) of this Section 4.02 are assigned by the Issuer to the Trustee for the benefit of the Owners of the Bonds. Each of the Company and ITT Holdings LLC assents to such assignment. The Issuer hereby directs the Company and ITT Holdings LLC and the Company and ITT Holdings LLC hereby agree, to pay to the Trustee at the Principal Office of the Trustee all payments payable by or on behalf of the Company and/or ITT Holdings LLC pursuant to this subsection. (b) Each of the Company and ITT Holdings LLC agrees that it will also pay: (i) All of the Issuer’s reasonable actual out-of-pocket expenses and costs of issuance in connection with the Bonds and an annual administrative payment payable directly to the Issuer on June 1 of each year in an annual amount equal to 1/10th of 1% of the principal amount of all Bonds Outstanding on January 2 of each year. The administrative payments shall be used for purposes of paying administrative and related costs of the Issuer, but shall not include Trustee fees incurred by the Issuer, and the Issuer agrees that it will notify the Company in writing prior to March 20th of each calendar year hereafter if it shall not waive such administrative payments for such year and, if these fees are not waived, such written notice shall advise the Company of the amount that is to be paid (not to exceed 1/10 of 1% per annum) the date on which the payment is due, and where such payment is to be remitted. In the event the Company should fail to pay such administrative expenses then due, the payment shall continue as an obligation of the Company until the amount shall have been fully paid, and the company agrees to pay the same with interest thereon (to the extent legally enforceable) at a rate per annum equal to the interest rate in effect from time to time on the Bonds, until paid; and (ii) the reasonable fees and expenses of such accountants, consultants, attorneys and other experts as may be engaged by the Issuer, the Administrative Agent or the Trustee to prepare such audits, financial statements or opinions or provide such other services as are reasonably required under this Agreement, the Indenture or the Tax Regulatory Agreement; and (iii) all taxes and assessments of any type or character charged to the Issuer, the Administrative Agent or to the Trustee affecting the amount available to the Issuer, the Administrative Agent or the Trustee from payments to be received hereunder or in any way arising due to the transactions contemplated hereby (including taxes and assessments assessed or levied by any public agency or governmental authority of whatever character having power to levy taxes or assessments) but excluding any taxes based upon the capital and/or income of the Trustee, the Administrative Agent or any other person other than the Company; provided, however, that the Company shall have the right to protest any such taxes or assessments assessed or levied upon them and that the Company shall have the right to withhold payment of any such taxes or assessments pending disposition of any such protest or contest unless such withholding, protest or contest would materially adversely affect the rights or interests of the Issuer, the Administrative Agent or the Trustee. The forgoing payments shall be billed to the Company and/or ITT Holdings LLC by the Issuer, the Administrative Agent or the Trustee from time to time, together with (x) a statement executed by a duly authorized officer or agent of the Issuer, the Administrative Agent or the Trustee, as the case may be, certifying that the amount billed has been incurred or paid by the Issuer, the Administrative Agent or the Trustee for one or more of the above items, and (y) a copy of the invoice or statement for the amount so incurred or paid. Amounts so billed shall be paid by the Company and ITT Holdings LLC within thirty (30) days after receipt of the b▇▇▇ by the Company or ITT Holdings LLC unless, in the case of expenditures described under clause (iii) above, the Company or ITT Holdings LLC is contesting such amounts in good faith. (c) The Company and ITT Holdings LLC will also pay the reasonable fees and expenses of the Trustee under the Indenture and all other amounts which may be payable to the Trustee under Section 10.02 of the Indenture, such amounts to be paid directly to the Trustee for the Trustee’s own account as and when such amounts become due and payable. (d) Each of the Company and ITT Holdings LLC covenants, for the benefit of the Owners of the Bonds, to pay or cause to be paid, to the Trustee, such amounts as shall be necessary to enable the Trustee to pay the Purchase Price of Bonds delivered to it for purchase, all as more particularly described in Sections 4.01 and 4.02 of the Indenture; provided, however, that the obligation of the Company and ITT Holdings LLC to make any such payment under this Section 4.02(d) shall be reduced by the amount of moneys available for such payment described in Section 4.03(a) of the Indenture; and provided, further, that the obligation of the Company and ITT Holdings LLC to make any payment under this subsection (d) shall be deemed to be satisfied and discharged to the extent of the corresponding payment made by a Credit Provider (if any) under a Credit Facility (if any) or by the Confirming Bank (if any) under the Confirming Letter of Credit (if any). (e) The Company shall promptly notify the Owners and any Prior Owners of any Determination of Taxability. Each of the Company and ITT Holdings LLC covenants, for the benefit of the Owners of the Bonds, to pay or cause to be paid to the Trustee when due any other amounts payable under the Bonds, including, but not limited to the following while the Bonds bear interest at a Bank Rate: (i) In the event of a Determination of Taxability (as defined in the Indenture), and upon demand of the Owner or any prior Owner, the Company and ITT Holdings LLC shall pay or cause to be paid to the Trustee such additional amount as shall be necessary to provide that interest on the Bonds shall have been payable at the Taxable Adjusted LIBOR Rate (as defined in the Indenture) from the Date of Taxability (as defined in the Indenture). The Company shall promptly notify the Owners and any Prior Owners of any Determination of Taxability. (ii) Upon a Determination of Non De Minimis Exception Status (as defined in the Indenture), and upon demand of the Owner or any prior Owner, the Company shall pay or cause to be paid to the Trustee such additional amounts as shall be necessary to provide that interest on the Bonds shall have been payable at the Adjusted Non De Minimis Exception Status (as defined in the Indenture). (iii) Upon a Determination of Taxability or a Determination of Non de Minimis Exception Status, the Company and ITT Holdings LLC shall also pay or cause to be paid to the Trustee upon demand of such Owner or prior Owner any taxes, interest, penalties or other charges assessed against or payable by such Owner or prior Owner and attributable to such Determination of Taxability or a determination of Non De Minimis Exception Status and all reasonable administrative, out of pocket and other expenses incurred by such Owner or prior Owner which are attributable to such event, including, without limitation, the costs incurred by such Owner or prior Owner to amend any of its tax returns, notwithstanding the repayment of the entire principal amount of the Bonds or any transfer or assignment of the Bonds. (iv) If there is any Change in Law (as defined in the Revolving Credit Agreement) that increases the cost to the Bank holding the Bonds, then the Company and ITT Holdings LLC shall pay or cause to be paid to the Trustee such additional costs incurred or reduction suffered in accordance with Section 4.11 of the Revolving Credit Agreement, which section is incorporated herein by reference.

Amounts Payable. (a) The Company hereby covenants and agrees to repay the loan, as follows: on or before any Interest Payment Date for the Bonds or any other date that any payment of interest, premium, if any, or principal or Purchase Price is required to be made in respect of the Bonds pursuant to the Indenture, until the principal of, premium, if any, and interest on the Bonds shall have been fully paid or provision for the payment thereof shall have been made in accordance with the Indenture, in immediately available funds, a sum which, together with any other moneys available for such payment in any account of the Bond Fund, will enable the Trustee to pay the amount payable on such date as Purchase Price or principal of (whether at maturity or upon redemption or acceleration or otherwise), premium, if any, and interest on the Bonds as provided in the Indenture, including, without limitation, upon a Determination of Taxability; provided, however, that the obligation of the Company to make any payment hereunder shall be deemed satisfied and discharged to the extent of the corresponding payment made by a the Credit Provider (if any) to the Trustee under a the Credit Facility (if any) Facility, or by the Confirming Bank (if any) under the Confirming Letter of Credit (if any). While as provided in Section 6.09 while the Bonds bear interest at a Bank Rate, each of Rate other than during the Company and ITT Holdings LLC agrees to pay Initial Bank Rate Period. (or cause to payb) the Purchase Price on the Bonds when due pursuant to Sections 4.01 and 4.02 of the Indenture. It is understood and agreed that all payments payable by or on behalf of the Company under subsection (a) of this Section 4.02 are assigned by the Issuer Authority to the Trustee for the benefit of the Owners of the Bonds. Each of the The Company and ITT Holdings LLC assents to such assignment. The Issuer Other than as provided in Section 6.09 hereof, the Authority hereby directs the Company and ITT Holdings LLC and the Company and ITT Holdings LLC hereby agree, agrees to pay to the Trustee at the Principal Office of the Trustee all payments payable by or on behalf of the Company and/or ITT Holdings LLC pursuant to this subsection. (b) Each of the Company and ITT Holdings LLC agrees that it will also pay: (i) All of the Issuer’s reasonable actual out-of-pocket expenses and costs of issuance in connection with the Bonds and an annual administrative payment payable directly to the Issuer on June 1 of each year in an annual amount equal to 1/10th of 1% of the principal amount of all Bonds Outstanding on January 2 of each year. The administrative payments shall be used for purposes of paying administrative and related costs of the Issuer, but shall not include Trustee fees incurred by the Issuer, and the Issuer agrees that it will notify the Company in writing prior to March 20th of each calendar year hereafter if it shall not waive such administrative payments for such year and, if these fees are not waived, such written notice shall advise the Company of the amount that is to be paid (not to exceed 1/10 of 1% per annum) the date on which the payment is due, and where such payment is to be remitted. In the event the Company should fail to pay such administrative expenses then due, the payment shall continue as an obligation of the Company until the amount shall have been fully paid, and the company agrees to pay the same with interest thereon (to the extent legally enforceable) at a rate per annum equal to the interest rate in effect from time to time on the Bonds, until paid; and (ii) the reasonable fees and expenses of such accountants, consultants, attorneys and other experts as may be engaged by the Issuer, the Administrative Agent or the Trustee to prepare such audits, financial statements or opinions or provide such other services as are reasonably required under this Agreement, the Indenture or the Tax Regulatory Agreement; and (iii) all taxes and assessments of any type or character charged to the Issuer, the Administrative Agent or to the Trustee affecting the amount available to the Issuer, the Administrative Agent or the Trustee from payments to be received hereunder or in any way arising due to the transactions contemplated hereby (including taxes and assessments assessed or levied by any public agency or governmental authority of whatever character having power to levy taxes or assessments) but excluding any taxes based upon the capital and/or income of the Trustee, the Administrative Agent or any other person other than the Company; provided, however, that the Company shall have the right to protest any such taxes or assessments assessed or levied upon them and that the Company shall have the right to withhold payment of any such taxes or assessments pending disposition of any such protest or contest unless such withholding, protest or contest would materially adversely affect the rights or interests of the Issuer, the Administrative Agent or the Trustee. The forgoing payments shall be billed to the Company and/or ITT Holdings LLC by the Issuer, the Administrative Agent or the Trustee from time to time, together with (x) a statement executed by a duly authorized officer or agent of the Issuer, the Administrative Agent or the Trustee, as the case may be, certifying that the amount billed has been incurred or paid by the Issuer, the Administrative Agent or the Trustee for one or more of the above items, and (y) a copy of the invoice or statement for the amount so incurred or paid. Amounts so billed shall be paid by the Company and ITT Holdings LLC within thirty (30) days after receipt of the b▇▇▇ by the Company or ITT Holdings LLC unless, in the case of expenditures described under clause (iii) above, the Company or ITT Holdings LLC is contesting such amounts in good faith. (c) The Company will also pay the reasonable costs and ITT Holdings LLC expenses of the Authority related to the issuance of the Bonds and the transactions contemplated by this Agreement and any advances incurred and any advances made by the Authority pursuant to Section 6.21 hereof. The Company further agrees to pay all reasonable Administration Expenses. (d) The Company will also pay the reasonable fees and expenses of the Trustee under the Indenture and all other amounts which may be payable to the Trustee under Section 10.02 of the Indenture, such amounts to be paid directly to the Trustee for the Trustee’s own account as and when such amounts become due and payable. (de) Each of the The Company and ITT Holdings LLC covenants, for the benefit of the Owners of the Bonds, to pay or cause to be paid, to the Trustee, such amounts as shall be necessary to enable the Trustee to pay the Purchase Price of Bonds delivered to it for purchase, all as more particularly described in Sections 4.01 and 4.02 of the Indenture; provided, however, that the obligation of the Company and ITT Holdings LLC to make any such payment under this Section 4.02(d) shall be reduced by the amount of moneys available for such payment described in Section 4.03(a) of the Indenture; and provided, further, that the obligation of the Company and ITT Holdings LLC to make any payment under this subsection (d) shall be deemed to be satisfied and discharged to the extent of the corresponding payment made by a Credit Provider (if any) under a Credit Facility (if any) or by the Confirming Bank (if any) under the Confirming Letter of Credit (if any). (e) The Company shall promptly notify the Owners and any Prior Owners of any Determination of Taxability. Each of the Company and ITT Holdings LLC covenants, for the benefit of the Owners of the Bonds, to pay or cause to be paid to the Trustee when due any other amounts payable under the Bonds, including, but not limited to the following while the Bonds bear interest at a Bank Rate: (i) In the event of a Determination of Taxability (as defined in the Indenture), and upon demand of the Owner or any prior Owner, the Company and ITT Holdings LLC shall pay or cause to be paid to the Trustee such additional amount as shall be necessary to provide that interest on the Bonds shall have been payable at the Taxable Adjusted LIBOR Rate (as defined in the Indenture) from the Date of Taxability (as defined in the Indenture). The Company shall promptly notify the Owners and any Prior Owners of any Determination of Taxability. (ii) Upon a Determination of Non De Minimis Exception Status (as defined in the Indenture), and upon demand of the Owner or any prior Owner, the Company shall pay or cause to be paid to the Trustee such additional amounts as shall be necessary to provide that interest on the Bonds shall have been payable at the Adjusted Non De Minimis Exception Status (as defined in the Indenture). (iii) Upon a Determination of Taxability or a Determination of Non de Minimis Exception Status, the Company and ITT Holdings LLC shall also pay or cause to be paid to the Trustee upon demand of such Owner or prior Owner any taxes, interest, penalties or other charges assessed against or payable by such Owner or prior Owner and attributable to such Determination of Taxability or a determination of Non De Minimis Exception Status and all reasonable administrative, out of pocket and other expenses incurred by such Owner or prior Owner which are attributable to such event, including, without limitation, the costs incurred by such Owner or prior Owner to amend any of its tax returns, notwithstanding the repayment of the entire principal amount of the Bonds or any transfer or assignment of the Bonds. (iv) If there is any Change in Law (as defined in the Revolving Credit Agreement) that increases the cost to the Bank holding the Bonds, then the Company and ITT Holdings LLC shall pay or cause to be paid to the Trustee such additional costs incurred or reduction suffered in accordance with Section 4.11 of the Revolving Credit Agreement, which section is incorporated herein by reference.4.01

Amounts Payable. (a) The Company hereby covenants and agrees to repay the loan, as follows: on or before any Interest Payment Date for the Bonds or any other date that any payment of interest, premium, if any, or principal or Purchase Price is required to be made in respect of the Bonds pursuant to the Indenture, until the principal of, premium, if any, and interest on the Bonds shall have been fully paid or provision for the payment thereof shall have been made in accordance with the Indenture, in immediately available funds, a sum which, together with any other moneys available for such payment in any account of the Bond Fund, will enable the Trustee to pay the amount payable on such date as Purchase Price or principal of (whether at maturity or upon redemption or acceleration or otherwise), premium, if any, and interest on the Bonds as provided in the Indenture; provided, however, that the obligation of the Company to make any payment hereunder shall be deemed satisfied and discharged to the extent of the corresponding payment made by a the Credit Provider (if any) to the Trustee under a the Credit Facility (if any) or by the Confirming Bank (if any) under the Confirming Letter of Credit (if any)Facility. While the Bonds bear interest at a Bank Rate, each of the The Company and ITT Holdings LLC agrees covenants to pay (or cause to pay) the Purchase Price make all payments on the Bonds Note, as and when due pursuant to Sections 4.01 and 4.02 of the Indenturesame become due. It is understood and agreed that all payments payable by or on behalf of the Company under subsection (a) of this Section 4.02 and under the Note are assigned by the Issuer to the Trustee for the benefit of the Owners of the Bonds. Each of the The Company and ITT Holdings LLC assents to such assignment. The Issuer hereby directs the Company and ITT Holdings LLC and the Company and ITT Holdings LLC hereby agree, agrees to pay to the Trustee at the Principal Office of the Trustee all payments payable by or on behalf of the Company and/or ITT Holdings LLC pursuant to this subsection. (b) Each The Company will also pay the reasonable expenses of the Company and ITT Holdings LLC agrees that it will also pay: (i) All Issuer related to the issuance of the Issuer’s reasonable actual out-of-pocket expenses and costs of issuance in connection with the Bonds and an annual administrative payment payable directly to the Issuer on June 1 of each year in an annual amount equal to 1/10th of 1% of the principal amount of all Bonds Outstanding on January 2 of each year. The administrative payments shall be used for purposes of paying administrative and related costs of the Issuer, but shall not include Trustee fees incurred by the Issuer, and the Issuer agrees that it will notify the Company in writing prior to March 20th of each calendar year hereafter if it shall not waive such administrative payments for such year and, if these fees are not waived, such written notice shall advise the Company of the amount that is to be paid (not to exceed 1/10 of 1% per annum) the date on which the payment is due, and where such payment is to be remitted. In the event the Company should fail to pay such administrative expenses then due, the payment shall continue as an obligation of the Company until the amount shall have been fully paid, and the company agrees to pay the same with interest thereon (to the extent legally enforceable) at a rate per annum equal to the interest rate in effect from time to time on the Bonds, until paid; and (ii) the reasonable fees and expenses of such accountants, consultants, attorneys and other experts as may be engaged by the Issuer, the Administrative Agent or the Trustee to prepare such audits, financial statements or opinions or provide such other services as are reasonably required under this Agreement, the Indenture or the Tax Regulatory Agreement; and (iii) all taxes and assessments of any type or character charged to the Issuer, the Administrative Agent or to the Trustee affecting the amount available to the Issuer, the Administrative Agent or the Trustee from payments to be received hereunder or in any way arising due to the transactions contemplated hereby (including taxes and assessments assessed or levied by any public agency or governmental authority of whatever character having power to levy taxes or assessments) but excluding any taxes based upon the capital and/or income of the Trustee, the Administrative Agent or any other person other than the Company; provided, however, that the Company shall have the right to protest any such taxes or assessments assessed or levied upon them and that the Company shall have the right to withhold payment of any such taxes or assessments pending disposition of any such protest or contest unless such withholding, protest or contest would materially adversely affect the rights or interests of the Issuer, the Administrative Agent or the Trustee. The forgoing payments shall be billed to the Company and/or ITT Holdings LLC by the Issuer, the Administrative Agent or the Trustee from time to time, together with (x) a statement executed by a duly authorized officer or agent of the Issuer, the Administrative Agent or the Trustee, as the case may be, certifying that the amount billed has been incurred or paid by the Issuer, the Administrative Agent or the Trustee for one or more of the above items, and (y) a copy of the invoice or statement for the amount so incurred or paid. Amounts so billed shall be paid by the Company and ITT Holdings LLC within thirty (30) days after receipt of the b▇▇▇ by the Company or ITT Holdings LLC unless, in the case of expenditures described under clause (iii) above, the Company or ITT Holdings LLC is contesting such amounts in good faith. (c) The Company and ITT Holdings LLC will also pay the reasonable fees and expenses of the Trustee under the Indenture and all other amounts which may be payable to the Trustee under Section 10.02 of the Indenture, such amounts to be paid directly to the Trustee for the Trustee’s 's own account as and when such amounts become due and payable. (d) Each of the The Company and ITT Holdings LLC covenants, for the benefit of the Owners of the Bonds, to pay or cause to be paid, to the Trustee, such amounts as shall be necessary to enable the Trustee to pay the Purchase Price of Bonds delivered to it for purchase, all as more particularly described in Sections 4.01 and 4.02 of the Indenture; provided, however, that the obligation of the Company and ITT Holdings LLC to make any such payment under this Section 4.02(dsubsection (d) shall be reduced by the amount of moneys available for such payment described in subsection (a) of Section 4.03(a) 4.03 of the Indenture; and provided, further, that the obligation of the Company and ITT Holdings LLC to make any payment under this subsection (d) shall be deemed to be satisfied and discharged to the extent of the corresponding payment made by a the Credit Provider (if any) under a Credit Facility (if any) or by the Confirming Bank (if any) under the Confirming Letter of Credit (if any)Facility. (e) The In the event the Company should fail to make any of the payments required in this Section, the item or installment so in default shall promptly notify the Owners and any Prior Owners of any Determination of Taxability. Each continue as an obligation of the Company and ITT Holdings LLC covenants, for until the benefit of the Owners of the Bonds, to pay or cause to be paid to the Trustee when due any other amounts payable under the Bonds, including, but not limited to the following while the Bonds bear interest at a Bank Rate: (i) In the event of a Determination of Taxability (as defined amount in the Indenture), and upon demand of the Owner or any prior Owner, the Company and ITT Holdings LLC shall pay or cause to be paid to the Trustee such additional amount as shall be necessary to provide that interest on the Bonds default shall have been payable fully paid, and the Company agrees to pay the same with interest thereon, to the extent permitted by law, from the date when such payment was due, at the Taxable Adjusted LIBOR Rate (as defined in the Indenture) from the Date rate of Taxability (as defined in the Indenture). The Company shall promptly notify the Owners and any Prior Owners of any Determination of Taxability. (ii) Upon a Determination of Non De Minimis Exception Status (as defined in the Indenture), and upon demand of the Owner or any prior Owner, the Company shall pay or cause to be paid to the Trustee such additional amounts as shall be necessary to provide that interest on the Bonds shall have been payable at the Adjusted Non De Minimis Exception Status (as defined in the Indenture). (iii) Upon a Determination of Taxability or a Determination of Non de Minimis Exception Status, the Company and ITT Holdings LLC shall also pay or cause to be paid to the Trustee upon demand of such Owner or prior Owner any taxes, interest, penalties or other charges assessed against or payable borne by such Owner or prior Owner and attributable to such Determination of Taxability or a determination of Non De Minimis Exception Status and all reasonable administrative, out of pocket and other expenses incurred by such Owner or prior Owner which are attributable to such event, including, without limitation, the costs incurred by such Owner or prior Owner to amend any of its tax returns, notwithstanding the repayment of the entire principal amount of the Bonds or any transfer or assignment of the Bonds. (iv) If there is any Change in Law (as defined in the Revolving Credit Agreement) that increases the cost to the Bank holding the Bonds, then the Company and ITT Holdings LLC shall pay or cause to be paid to the Trustee such additional costs incurred or reduction suffered in accordance with Section 4.11 of the Revolving Credit Agreement, which section is incorporated herein by reference.

Amounts Payable. (a) The Company hereby covenants and agrees to Borrower shall repay the loan, Loan in installments payable to the Trustee as follows: on or before any Interest Payment Date for : (i) the Bonds or any other date that any payment of interest, premium, if any, or principal or Purchase Price is required to be made in respect of the Bonds pursuant to the Indenture, until the principal of, premium, if any, and interest Loan shall be repaid annually on the Bonds shall have been fully paid or provision for the payment thereof shall have been made Principal Payment Dates, in accordance with the Indentureschedule set forth in Exhibit A-2 attached hereto and made a part hereof, as the same may be amended or modified by any credits applicable to the Borrower as set forth in the Bond Resolution; (ii) the Interest Portion described in clause (i) of the definition thereof shall be paid semiannually on the Interest Payment Dates, in immediately available fundsaccordance with the schedule set forth in Exhibit A-2 attached hereto and made a part hereof, a sum which, together with as the same may be amended or modified by any other moneys available for such payment credits applicable to the Borrower as set forth in any account the Bond Resolution; and (iii) the Interest Portion described in clause (ii) of the definition thereof shall be paid upon the date of optional redemption or acceleration, as the case may be, of the Trust Bonds allocable to any prepaid or accelerated Trust Bond FundLoan Repayment. The obligations of the Borrower under the Borrower Bond shall be deemed to be amounts payable under this Section 3.03. Each Loan Repayment, will enable whether satisfied through a direct payment by the Borrower to the Trustee or (with respect to the Interest Portion) through the use of Trust Bond proceeds and income thereon on deposit in the Interest Account (as defined in the Bond Resolution) to pay the amount payable on such date as Purchase Price or principal of (whether at maturity or upon redemption or acceleration or otherwise), premium, if any, and interest on the Bonds as provided Trust Bonds, shall be deemed to be a credit against the corresponding obligation of the Borrower under this Section 3.03 and shall fulfill the Borrower's obligation to pay such amount hereunder and under the Borrower Bond. Each payment made to the Trustee pursuant to this Section 3.03 shall be applied first to the Interest Portion then due and payable, second to the principal of the Loan then due and payable, third to the payment of the Administrative Fee, and finally to the payment of any late charges hereunder. (b) The Interest on the Loan described in clause (iii) of the Indenturedefinition thereof shall (i) consist of a late charge for any Trust Bond Loan Repayment that is received by the Trustee later than the tenth (10th) day following its due date and (ii) be payable immediately thereafter in an amount equal to the greater of twelve percent (12%) per annum or the Prime Rate plus one half of one percent per annum on such late payment from its due date to the date it is actually paid; provided, however, that the obligation rate of the Company to make any payment hereunder shall be deemed satisfied and discharged to the extent of the corresponding payment made by a Credit Provider (if any) to the Trustee under a Credit Facility (if any) or by the Confirming Bank (if any) under the Confirming Letter of Credit (if any). While the Bonds bear interest at a Bank Rate, each of the Company and ITT Holdings LLC agrees to pay (or cause to pay) the Purchase Price Interest on the Bonds when due pursuant to Sections 4.01 and 4.02 of the Indenture. It is understood and agreed that all payments payable by or on behalf of the Company under subsection (a) of this Section 4.02 are assigned by the Issuer to the Trustee for the benefit of the Owners of the Bonds. Each of the Company and ITT Holdings LLC assents to such assignment. The Issuer hereby directs the Company and ITT Holdings LLC and the Company and ITT Holdings LLC hereby agreeLoan, to pay to the Trustee at the Principal Office of the Trustee all payments payable by or on behalf of the Company and/or ITT Holdings LLC pursuant to this subsection. (b) Each of the Company and ITT Holdings LLC agrees that it will also pay: (i) All of the Issuer’s reasonable actual out-of-pocket expenses and costs of issuance in connection with the Bonds and an annual administrative including, without limitation, any late payment payable directly to the Issuer on June 1 of each year in an annual amount equal to 1/10th of 1% of the principal amount of all Bonds Outstanding on January 2 of each year. The administrative payments shall be used for purposes of paying administrative and related costs of the Issuercharges incurred hereunder, but shall not include Trustee fees incurred by exceed the Issuer, and the Issuer agrees that it will notify the Company in writing prior to March 20th of each calendar year hereafter if it shall not waive such administrative payments for such year and, if these fees are not waived, such written notice shall advise the Company of the amount that is to be paid (not to exceed 1/10 of 1% per annum) the date on which the payment is due, and where such payment is to be remitted. In the event the Company should fail to pay such administrative expenses then due, the payment shall continue as an obligation of the Company until the amount shall have been fully paid, and the company agrees to pay the same with interest thereon (to the extent legally enforceable) at a rate per annum equal to the maximum interest rate in effect from time to time on the Bonds, until paid; and (ii) the reasonable fees and expenses of such accountants, consultants, attorneys and other experts as may be engaged permitted by the Issuer, the Administrative Agent or the Trustee to prepare such audits, financial statements or opinions or provide such other services as are reasonably required under this Agreement, the Indenture or the Tax Regulatory Agreement; and (iii) all taxes and assessments of any type or character charged to the Issuer, the Administrative Agent or to the Trustee affecting the amount available to the Issuer, the Administrative Agent or the Trustee from payments to be received hereunder or in any way arising due to the transactions contemplated hereby (including taxes and assessments assessed or levied by any public agency or governmental authority of whatever character having power to levy taxes or assessments) but excluding any taxes based upon the capital and/or income of the Trustee, the Administrative Agent or any other person other than the Company; provided, however, that the Company shall have the right to protest any such taxes or assessments assessed or levied upon them and that the Company shall have the right to withhold payment of any such taxes or assessments pending disposition of any such protest or contest unless such withholding, protest or contest would materially adversely affect the rights or interests of the Issuer, the Administrative Agent or the Trustee. The forgoing payments shall be billed to the Company and/or ITT Holdings LLC by the Issuer, the Administrative Agent or the Trustee from time to time, together with (x) a statement executed by a duly authorized officer or agent of the Issuer, the Administrative Agent or the Trustee, as the case may be, certifying that the amount billed has been incurred or paid by the Issuer, the Administrative Agent or the Trustee for one or more of the above items, and (y) a copy of the invoice or statement for the amount so incurred or paid. Amounts so billed shall be paid by the Company and ITT Holdings LLC within thirty (30) days after receipt of the b▇▇▇ by the Company or ITT Holdings LLC unless, in the case of expenditures described under clause (iii) above, the Company or ITT Holdings LLC is contesting such amounts in good faithlaw. (c) The Company and ITT Holdings LLC will also pay the reasonable fees and expenses Borrower shall receive, as a credit against its semiannual payment obligations of the Trustee Interest Portion, the amounts certified by the Trust pursuant to Section 5.10 of the Bond Resolution. Such amounts shall represent the Borrower's allocable share of the interest earnings on certain funds and accounts established under the Indenture and all other amounts which may be payable to the Trustee under Bond Resolution, calculated in accordance with Section 10.02 5.10 of the Indenture, such amounts to be paid directly to the Trustee for the Trustee’s own account as and when such amounts become due and payableBond Resolution. (d) Each In accordance with the provisions of the Company and ITT Holdings LLC covenantsBond Resolution, for the benefit Borrower shall receive, as a credit against its Trust Bond Loan Repayments, the amounts set forth in the certificate of the Owners of the Bonds, to pay or cause to be paid, to the Trustee, such amounts as shall be necessary to enable Trust filed with the Trustee pursuant to pay the Purchase Price of Bonds delivered to it for purchase, all as more particularly described in Sections 4.01 and 4.02 of the Indenture; provided, however, that the obligation of the Company and ITT Holdings LLC to make any such payment under this Section 4.02(d) shall be reduced by the amount of moneys available for such payment described in Section 4.03(a5.02(4) of the Indenture; and provided, further, that the obligation of the Company and ITT Holdings LLC to make any payment under this subsection (d) shall be deemed to be satisfied and discharged to the extent of the corresponding payment made by a Credit Provider (if any) under a Credit Facility (if any) or by the Confirming Bank (if any) under the Confirming Letter of Credit (if any)Bond Resolution. (e) The Company shall promptly notify Interest on the Owners and any Prior Owners of any Determination of Taxability. Each Loan described in clause (ii) of the Company and ITT Holdings LLC covenants, for definition thereof shall be paid by the benefit Borrower in the amount of one-half of the Owners of the BondsAdministrative Fee, to pay or cause to be paid if any, to the Trustee when due any other amounts payable under on each Interest Payment Date, commencing with the Bonds, including, but not limited first Interest Payment Date subsequent to the following while the Bonds bear interest at a Bank Rate: (i) In the event of a Determination of Taxability (as defined in the Indenture), and upon demand of the Owner or any prior Owner, the Company and ITT Holdings LLC shall pay or cause to be paid to the Trustee such additional amount as shall be necessary to provide that interest on the Bonds shall have been payable at the Taxable Adjusted LIBOR Rate (as defined in the Indenture) from the Date of Taxability (as defined in the Indenture). The Company shall promptly notify the Owners and any Prior Owners of any Determination of TaxabilityLoan Closing. (iif) Upon The Borrower hereby agrees to pay to the Trust at the Loan Closing a Determination of Non De Minimis Exception Status (as defined “Security Review Fee” in the Indenture), and upon demand of the Owner or any prior Owner, the Company shall pay or cause to be paid to the Trustee such additional amounts as shall be amount necessary to provide that interest on reimburse the Bonds shall have been payable at the Adjusted Non De Minimis Exception Status (as defined in the Indenture). (iii) Upon a Determination Trust for all of Taxability or a Determination of Non de Minimis Exception Status, the Company its costs and ITT Holdings LLC shall also pay or cause to be paid to the Trustee upon demand of such Owner or prior Owner any taxes, interest, penalties or other charges assessed against or payable by such Owner or prior Owner and attributable to such Determination of Taxability or a determination of Non De Minimis Exception Status and all reasonable administrative, out of pocket and other expenses incurred in connection with reviewing the additional security securing the Trust Loan as set forth in Exhibit F hereto, if any, including without limitation the fees and expenses of any professional advisers hired by such Owner or prior Owner which are attributable to such event, including, without limitation, the costs incurred by such Owner or prior Owner to amend any of its tax returns, notwithstanding the repayment of the entire principal amount of the Bonds or any transfer or assignment of the BondsTrust in connection therewith. (iv) If there is any Change in Law (as defined in the Revolving Credit Agreement) that increases the cost to the Bank holding the Bonds, then the Company and ITT Holdings LLC shall pay or cause to be paid to the Trustee such additional costs incurred or reduction suffered in accordance with Section 4.11 of the Revolving Credit Agreement, which section is incorporated herein by reference.

Amounts Payable. (a) The Company hereby covenants and agrees to repay the loanLoan, as follows: on or before the Business Day preceding any Interest Payment Date interest payment date for the Series J Bonds or any other date that any payment of interest, premium, if any, or principal or Purchase Price is required to be made in respect of the Series J Bonds pursuant to the Indenture, until the principal of, premium, if any, and interest on the Series J Bonds shall have been fully paid or provision for the payment thereof shall have been made in accordance with the Indenture, in immediately available funds, a sum which, together with any other moneys available for such payment in any account of the Bond Fund, will enable the Trustee to pay the amount payable on such date as Purchase Price or principal of (whether at maturity or upon redemption or acceleration or otherwise), premium, if any, and interest on the Series J Bonds as provided in the Indenture; provided, however, that the obligation of the Company to make any payment hereunder shall be deemed satisfied and discharged to the extent of the corresponding payment made by a Credit Provider (if any) to the Trustee under a Credit Facility (if any) or by the Confirming Bank (if any) under the Confirming Letter of Credit (if any). While the Bonds bear interest at a Bank Rate, each of the Company and ITT Holdings LLC agrees to pay (or cause to pay) the Purchase Price on the Bonds when due pursuant to Sections 4.01 and 4.02 of the Indenture. It is understood and agreed that all payments payable by or on behalf of the Company under subsection (a) of this Section 4.02 4.2 are assigned by the Issuer to the Trustee for the benefit of the Owners of the Bonds. Each of the The Company and ITT Holdings LLC assents to such assignment. The Issuer hereby directs the Company and ITT Holdings LLC and the Company and ITT Holdings LLC hereby agree, agrees to pay to the Trustee at the Principal Office of the Trustee all payments payable by or on behalf of the Company and/or ITT Holdings LLC pursuant to this subsection. Payments by the Company to the Trustee as aforesaid or as otherwise required pursuant to this Agreement or the other Loan Documents shall be sufficient to discharge the obligation of the Company with respect to the amounts so paid, and the Company shall not be liable to the Issuer, the Owners or to any other party by reason of the failure of the Trustee to remit such amounts to the Owners, or otherwise to apply such amounts, as provided in the Indenture. (b) Each The Company will also pay the reasonable expenses of the Company and ITT Holdings LLC agrees that it will also pay: (i) All Issuer related to the issuance of the Issuer’s reasonable actual out-of-pocket expenses and costs Series J Bonds, including the payment on the Closing Date of issuance in connection with the Bonds and an annual administrative payment payable directly to the Issuer on June 1 of each year in an annual amount a fee equal to 1/10th of 1% of the principal amount of all Bonds Outstanding on January 2 of each year$12,500. The administrative payments Company shall be used for purposes of paying administrative and related costs of the Issuer, but shall not include Trustee fees incurred by the Issuer, and the Issuer agrees that it will notify the Company in writing prior to March 20th of each calendar year hereafter if it shall not waive such administrative payments for such year and, if these fees are not waived, such written notice shall advise the Company of the amount that is to be paid (not to exceed 1/10 of 1% per annum) the date on which the payment is due, and where such payment is to be remitted. In the event the Company should fail to also pay such administrative expenses then due, the payment shall continue as an obligation of the Company until the amount shall have been fully paid, and the company agrees to pay the same with interest thereon (to the extent legally enforceable) at a rate per annum equal to the interest rate in effect from time to time on the Bonds, until paid; and (ii) Closing Date the reasonable fees and expenses of such accountantsBond Counsel, consultants, attorneys and other experts as may be engaged by the Issuer, the Administrative Agent or the Trustee to prepare such audits, financial statements or opinions or provide such other services as are reasonably required under this Agreement, the Indenture or the Tax Regulatory Agreement; and (iii) all taxes and assessments of any type or character charged counsel to the Issuer, the Administrative Agent or Purchaser and of counsel to the Trustee affecting the amount available to the Issuer, the Administrative Agent or the Trustee from payments to be received hereunder or in any way arising due to the transactions contemplated hereby (including taxes and assessments assessed or levied by any public agency or governmental authority of whatever character having power to levy taxes or assessments) but excluding any taxes based upon the capital and/or income of the Trustee, the Administrative Agent or any other person other than the Company; provided, however, that the Company shall have the right to protest any such taxes or assessments assessed or levied upon them and that the Company shall have the right to withhold payment of any such taxes or assessments pending disposition of any such protest or contest unless such withholding, protest or contest would materially adversely affect the rights or interests of the Issuer, the Administrative Agent or the Trustee. The forgoing payments shall be billed to the Company and/or ITT Holdings LLC by the Issuer, the Administrative Agent or the Trustee from time to time, together with (x) a statement executed by a duly authorized officer or agent of the Issuer, the Administrative Agent or the Trustee, as the case may be, certifying that the amount billed has been incurred or paid by the Issuer, the Administrative Agent or the Trustee for one or more of the above items, and (y) a copy of the invoice or statement for the amount so incurred or paid. Amounts so billed shall be paid by the Company and ITT Holdings LLC within thirty (30) days after receipt of the b▇▇▇ by the Company or ITT Holdings LLC unless, in the case of expenditures described under clause (iii) above, the Company or ITT Holdings LLC is contesting such amounts in good faith. (c) The Company and ITT Holdings LLC will also pay the reasonable fees and expenses of the Trustee under the Indenture and all other amounts which may be payable to the Trustee under Section 10.02 9.02 of the Indenture, such amounts to be paid directly to the Trustee for the Trustee’s 's own account as and when such amounts become due and payable. (d) Each In the event the Company should fail to make any of the Company and ITT Holdings LLC covenantspayments required in this Section 4.2, for the benefit of the Owners of the Bonds, to pay item or cause to be paid, to the Trustee, such amounts installment so in default shall continue as shall be necessary to enable the Trustee to pay the Purchase Price of Bonds delivered to it for purchase, all as more particularly described in Sections 4.01 and 4.02 of the Indenture; provided, however, that the an obligation of the Company and ITT Holdings LLC to make any such payment under this Section 4.02(d) shall be reduced by until the amount of moneys available for such payment described in Section 4.03(a) of the Indenture; default shall have been fully paid, and provided, further, that the obligation of the Company and ITT Holdings LLC agrees to make any payment under this subsection (d) shall be deemed to be satisfied and discharged pay the same with interest thereon, to the extent of permitted by law, from the corresponding date when such payment made by a Credit Provider (if any) under a Credit Facility (if any) or by was due, at the Confirming Bank (if any) under the Confirming Letter of Credit (if any). (e) The Company shall promptly notify the Owners and any Prior Owners of any Determination of Taxability. Each of the Company and ITT Holdings LLC covenants, for the benefit of the Owners of the Bonds, to pay or cause to be paid to the Trustee when due any other amounts payable under the Bonds, including, but not limited to the following while the Bonds bear interest at a Bank Rate: (i) In the event of a Determination of Taxability (as defined rate set forth in the Indenture), and upon demand of the Owner or any prior Owner, the Company and ITT Holdings LLC shall pay or cause to be paid to the Trustee such additional amount as shall be necessary to provide that interest on the Bonds shall have been payable at the Taxable Adjusted LIBOR Rate (as defined in the Indenture) from the Date of Taxability (as defined in the Indenture). The Company shall promptly notify the Owners and any Prior Owners of any Determination of Taxability. (ii) Upon a Determination of Non De Minimis Exception Status (as defined in the Indenture), and upon demand of the Owner or any prior Owner, the Company shall pay or cause to be paid to the Trustee such additional amounts as shall be necessary to provide that interest on the Bonds shall have been payable at the Adjusted Non De Minimis Exception Status (as defined in the Indenture). (iii) Upon a Determination of Taxability or a Determination of Non de Minimis Exception Status, the Company and ITT Holdings LLC shall also pay or cause to be paid to the Trustee upon demand of such Owner or prior Owner any taxes, interest, penalties or other charges assessed against or payable by such Owner or prior Owner and attributable to such Determination of Taxability or a determination of Non De Minimis Exception Status and all reasonable administrative, out of pocket and other expenses incurred by such Owner or prior Owner which are attributable to such event, including, without limitation, the costs incurred by such Owner or prior Owner to amend any of its tax returns, notwithstanding the repayment of the entire principal amount of the Bonds or any transfer or assignment of the Series J Bonds. (iv) If there is any Change in Law (as defined in the Revolving Credit Agreement) that increases the cost to the Bank holding the Bonds, then the Company and ITT Holdings LLC shall pay or cause to be paid to the Trustee such additional costs incurred or reduction suffered in accordance with Section 4.11 of the Revolving Credit Agreement, which section is incorporated herein by reference.

Amounts Payable. (a) The Company hereby covenants and agrees shall pay to repay the loanTrustee, as follows: on or before any Interest Payment Date for the Bonds or any other date that any payment account of interestthe Issuer, premium, if any, or an amount equal to the aggregate principal or Purchase Price is required to be made in respect amount of the Bonds pursuant Outstanding and, as interest on its obligation to pay such amount, an amount equal to interest on the IndentureBonds, until such amounts to be paid in installments due on the dates, in the amounts and in the manner provided in the Indenture for the Issuer to cause amounts to be deposited in the Bond Fund, for the payment of the principal of, premium, if any, of and interest on the Bonds shall have been fully paid or provision for the payment thereof shall have been made in accordance with the IndentureBonds, in immediately available funds, a sum which, together with any other moneys available for such payment in any account of the Bond Fund, will enable the Trustee to pay the amount payable on such date as Purchase Price or principal of (whether at maturity or maturity, upon redemption or acceleration or otherwise), premium, if any, and interest on the Bonds as provided in the Indentureacceleration; provided, however, that the obligation of the Company to make any such payment hereunder shall be deemed satisfied and discharged to reduced by the extent amount of any reduction under the Indenture of the amount of the corresponding payment required to be made by a Credit Provider (if any) to the Trustee under a Credit Facility (if any) or by the Confirming Bank (if any) under the Confirming Letter of Credit (if any)Issuer thereunder. While the Bonds Any overdue payment will bear interest at a Bank Raterate equal to the rate or rates borne by the Bonds from the date payment is due until payment is made in full. During any Short Term Period or Commercial Paper Period, each the Company may provide for the payment of the principal of the Bonds, upon maturity, redemption or acceleration, and provide for payment of the interest on the Bonds, by the delivery of the Credit Facility to the Trustee. The Company hereby authorizes and ITT Holdings LLC agrees directs the Trustee to draw moneys under the Credit Facility in accordance with the provisions of the Indenture to the extent necessary to pay (or cause to pay) the Purchase Price principal of and interest on the Bonds when due pursuant due. All moneys drawn under the Credit Facility to Sections 4.01 pay the principal of and 4.02 interest on the Bonds shall be credited against the obligation of the IndentureCompany to make payments under this Section 4.1(a) and under the Note. It is understood and agreed that all payments payable by or on behalf The obligations of the Company under subsection (a) of this Section 4.02 4.1(a) are assigned evidenced by the Issuer to the Trustee for the benefit of the Owners of the Bonds. Each of the Company and ITT Holdings LLC assents to such assignment. The Issuer hereby directs the Company and ITT Holdings LLC and the Company and ITT Holdings LLC hereby agree, to pay to the Trustee at the Principal Office of the Trustee all payments payable by or on behalf of the Company and/or ITT Holdings LLC pursuant to this subsectionNote. (b) Each of the The Company and ITT Holdings LLC agrees that it will shall also pay: (i) All of the Issuer’s reasonable actual out-of-pocket expenses and costs of issuance in connection with the Bonds and an annual administrative payment payable directly pay to the Issuer on June 1 of each year in an annual amount equal to 1/10th of 1% of the principal amount of all Bonds Outstanding on January 2 of each year. The administrative payments shall be used for purposes of paying administrative and related costs of the Issuer, but shall not include Trustee fees incurred by the Issuer, and the Issuer agrees that it will notify the Company in writing prior to March 20th of each calendar year hereafter if it shall not waive such administrative payments for such year and, if these fees are not waived, such written notice shall advise the Company of the amount that is to be paid (not to exceed 1/10 of 1% per annum) the date on which the payment is due, and where such payment is to be remitted. In the event the Company should fail to pay such administrative expenses then due, the payment shall continue as an obligation of the Company until the amount shall have been fully paid, and the company agrees to pay the same with interest thereon (to the extent legally enforceable) at a rate per annum amounts equal to the interest rate in effect from time amounts to time on the Bonds, until paid; and (ii) the reasonable fees and expenses of such accountants, consultants, attorneys and other experts as may be engaged by the Issuer, the Administrative Agent or the Trustee to prepare such audits, financial statements or opinions or provide such other services as are reasonably required under this Agreement, the Indenture or the Tax Regulatory Agreement; and (iii) all taxes and assessments of any type or character charged to the Issuer, the Administrative Agent or to the Trustee affecting the amount available to the Issuer, the Administrative Agent or the Trustee from payments to be received hereunder or in any way arising due to the transactions contemplated hereby (including taxes and assessments assessed or levied by any public agency or governmental authority of whatever character having power to levy taxes or assessments) but excluding any taxes based upon the capital and/or income of the Trustee, the Administrative Agent or any other person other than the Company; provided, however, that the Company shall have the right to protest any such taxes or assessments assessed or levied upon them and that the Company shall have the right to withhold payment of any such taxes or assessments pending disposition of any such protest or contest unless such withholding, protest or contest would materially adversely affect the rights or interests of the Issuer, the Administrative Agent or the Trustee. The forgoing payments shall be billed to the Company and/or ITT Holdings LLC by the Issuer, the Administrative Agent or the Trustee from time to time, together with (x) a statement executed by a duly authorized officer or agent of the Issuer, the Administrative Agent or the Trustee, as the case may be, certifying that the amount billed has been incurred or paid by the Issuer, the Administrative Agent or the Trustee for one or more of the above items, and (y) a copy of the invoice or statement for the amount so incurred or paid. Amounts so billed shall be paid by the Company and ITT Holdings LLC within thirty (30) days after receipt of Trustee as the b▇▇▇ by the Company or ITT Holdings LLC unless, in the case of expenditures described under clause (iii) above, the Company or ITT Holdings LLC is contesting such amounts in good faith. (c) The Company and ITT Holdings LLC will also pay the reasonable fees and expenses of the Trustee under the Indenture and all other amounts which may be payable to the Trustee under Section 10.02 of the IndenturePurchase Price, such amounts to be paid directly by the Company to the Trustee for on the Trustee’s own account as and when dates such amounts become due and payable. (d) Each of the Company and ITT Holdings LLC covenants, for the benefit of the Owners of the Bonds, to pay or cause payments are to be paid, made pursuant to the Trustee, such amounts as shall be necessary to enable the Trustee to pay the Purchase Price of Bonds delivered to it for purchase, all as more particularly described in Sections Section 4.01 and 4.02 of the Indenture; provided, however, that the obligation obligations of the Company and ITT Holdings LLC to make any such payment under this Section 4.02(d) hereunder shall be reduced by the amount of moneys available for such payment described in under Section 4.03(a) and (b) of the Indenture; . During any Short Term Period or Commercial Paper Period, the Company may provide for the payment of the Purchase Price by the delivery of the Credit Facility to the Trustee. The Company hereby authorizes and provided, further, that directs the Trustee to draw moneys under the Credit Facility in accordance with the provisions of the Indenture to the extent necessary to provide moneys to pay the Purchase Price. All moneys drawn under the Credit Facility to pay the Purchase Price shall be credited against the obligation of the Company and ITT Holdings LLC to make any payment the payments required by this Section 4.1(b). The obligations of the Company under this subsection Section 4.1(b) are evidenced by the Note. (c) The Company also shall pay, as and when the same become due, (1) to the Trustee, its reasonable fees for services rendered and for expenses reasonably incurred by it as Trustee and Bond Registrar under the Indenture, including the reasonable fees of its Counsel, the reasonable fees and expenses of any paying agent and all other such amounts which the Company herein assumes or agrees to pay, including any cost or expense necessary to cancel and discharge the Indenture and (2) to the Issuer, its reasonable costs, fees and expenses directly related to the Bonds, including the reasonable fees of its Counsel, and a reasonable share of such other fees and expenses of the Issuer charged or incurred because the Bonds were issued or outstanding. (d) shall be deemed The Company also agrees to be satisfied indemnify the Trustee (in its capacity as Trustee and discharged Bond Registrar) and the Tender Agent and their officers, directors, employees and agents for, and to hold them harmless against, any loss, liability or reasonable expense (including reasonable fees and expenses of counsel which include reasonable costs to enforce this Section) incurred without gross negligence or willful misconduct on their part, arising out of or in connection with the extent acceptance or administration of their trusts and duties under the corresponding payment made Indenture and the Tender Agent Agreement, as the case may be, including the reasonable costs and expenses of defending themselves against any claim (whether asserted by a Credit Provider (if any) under a Credit Facility (if anythe Issuer, the Company or any other Person) or by liability in connection with the Confirming Bank (if any) under the Confirming Letter exercise or performance of Credit (if any)any of their powers or duties thereunder. (e) The In the event the Company should fail to make any of the payments to the Trustee (in its capacity as Trustee or Bond Registrar) or the Tender Agent required by this Section, the installment so in default shall promptly notify the Owners and any Prior Owners of any Determination of Taxability. Each continue as an obligation of the Company until the amount in default shall have been fully paid, and ITT Holdings LLC covenants, for the benefit Company agrees to pay the same with interest thereon at the Trustee’s prime rate until paid. (f) The obligations of the Owners of the BondsCompany under subsections (c), to pay or cause to be paid to the Trustee when due any other amounts payable under the Bonds, including, but not limited to the following while the Bonds bear interest at a Bank Rate: (i) In the event of a Determination of Taxability (as defined in the Indentured), and upon demand (e) of this Section shall survive the termination of this Agreement and the resignation or removal of the Owner Trustee or any prior Owner, the Company and ITT Holdings LLC shall pay or cause to be paid to the Trustee such additional amount as shall be necessary to provide that interest on the Bonds shall have been payable at the Taxable Adjusted LIBOR Rate (as defined in the Indenture) from the Date of Taxability (as defined in the Indenture). The Company shall promptly notify the Owners and any Prior Owners of any Determination of TaxabilityTender Agent. (ii) Upon a Determination of Non De Minimis Exception Status (as defined in the Indenture), and upon demand of the Owner or any prior Owner, the Company shall pay or cause to be paid to the Trustee such additional amounts as shall be necessary to provide that interest on the Bonds shall have been payable at the Adjusted Non De Minimis Exception Status (as defined in the Indenture). (iii) Upon a Determination of Taxability or a Determination of Non de Minimis Exception Status, the Company and ITT Holdings LLC shall also pay or cause to be paid to the Trustee upon demand of such Owner or prior Owner any taxes, interest, penalties or other charges assessed against or payable by such Owner or prior Owner and attributable to such Determination of Taxability or a determination of Non De Minimis Exception Status and all reasonable administrative, out of pocket and other expenses incurred by such Owner or prior Owner which are attributable to such event, including, without limitation, the costs incurred by such Owner or prior Owner to amend any of its tax returns, notwithstanding the repayment of the entire principal amount of the Bonds or any transfer or assignment of the Bonds. (iv) If there is any Change in Law (as defined in the Revolving Credit Agreement) that increases the cost to the Bank holding the Bonds, then the Company and ITT Holdings LLC shall pay or cause to be paid to the Trustee such additional costs incurred or reduction suffered in accordance with Section 4.11 of the Revolving Credit Agreement, which section is incorporated herein by reference.

Amounts Payable. (a) The Company hereby covenants and agrees to repay the loan, as follows: on or before any Interest Payment Date for the Bonds or any other date that any payment of interest, premium, if any, or principal or Purchase Price is required to be made in respect of the Bonds pursuant to the Indenture, until the principal of, premium, if any, and interest on the Bonds shall have been fully paid or provision for the payment thereof shall have been made in accordance with the Indenture, in immediately available funds, a sum which, together with any other moneys available for such payment in any account of the Bond Fund, will enable the Trustee to pay the amount payable on such date as Purchase Price or principal of (whether at maturity or upon redemption or acceleration or otherwise), premium, if any, and interest on the Bonds as provided in the Indenture; provided, however, that the obligation of the Company to make any payment hereunder shall be deemed satisfied and discharged to the extent of the corresponding payment made by a Credit Provider (if any) the Bank to the Trustee under a Credit Facility (if any) or by the Confirming Bank (if any) under the Confirming Letter of Credit (if any). While the Bonds bear interest at a Bank Rate, each of the Company and ITT Holdings LLC agrees to pay (or cause to pay) the Purchase Price on the Bonds when due pursuant to Sections 4.01 and 4.02 of the IndentureCredit. It is understood and agreed that all payments payable by or on behalf of the Company under subsection (a) of this Section 4.02 4.2 are assigned by the Issuer to the Trustee for the benefit of the Owners of the Bonds. Each of the The Company and ITT Holdings LLC assents to such assignment. The Issuer hereby directs the Company and ITT Holdings LLC and the Company and ITT Holdings LLC hereby agree, agrees to pay to the Trustee at the Principal Office of the Trustee all payments payable by or on behalf of the Company and/or ITT Holdings LLC pursuant to this subsection. (b) Each The Company will also pay the reasonable expenses of the Company and ITT Holdings LLC agrees that it will also pay: (i) All Issuer related to the issuance of the Issuer’s reasonable actual out-of-pocket expenses and costs of issuance in connection with the Bonds and an annual administrative payment payable directly to any and all ongoing costs and expenses for any continuing duties or obligations of the Issuer on June 1 of each year related in an annual amount equal any respect to 1/10th of 1% of the principal amount of all Bonds Outstanding on January 2 of each year. The administrative payments shall be used for purposes of paying administrative and related costs of the Issuer, but shall not include Trustee fees incurred by the Issuer, and the Issuer agrees that it will notify the Company in writing prior to March 20th of each calendar year hereafter if it shall not waive such administrative payments for such year and, if these fees are not waived, such written notice shall advise the Company of the amount that is to be paid (not to exceed 1/10 of 1% per annum) the date on which the payment is due, and where such payment is to be remitted. In the event the Company should fail to pay such administrative expenses then due, the payment shall continue as an obligation of the Company until the amount shall have been fully paid, and the company agrees to pay the same with interest thereon (to the extent legally enforceable) at a rate per annum equal to the interest rate in effect from time to time on the Bonds, until paid; and (ii) the reasonable fees and expenses of such accountants, consultants, attorneys and other experts as may be engaged by the Issuer, the Administrative Agent or the Trustee to prepare such audits, financial statements or opinions or provide such other services as are reasonably required under this Agreement, the Indenture or any other documents executed in connection therewith after the Tax Regulatory Agreement; and (iii) all taxes and assessments of any type or character charged to the Issuer, the Administrative Agent or to the Trustee affecting the amount available to the Issuer, the Administrative Agent or the Trustee from payments to be received hereunder or in any way arising due to the transactions contemplated hereby (including taxes and assessments assessed or levied by any public agency or governmental authority of whatever character having power to levy taxes or assessments) but excluding any taxes based upon the capital and/or income issuance of the Trustee, the Administrative Agent or any other person other than the Company; provided, however, that the Company shall have the right to protest any such taxes or assessments assessed or levied upon them and that the Company shall have the right to withhold payment of any such taxes or assessments pending disposition of any such protest or contest unless such withholding, protest or contest would materially adversely affect the rights or interests of the Issuer, the Administrative Agent or the Trustee. The forgoing payments shall be billed to the Company and/or ITT Holdings LLC by the Issuer, the Administrative Agent or the Trustee from time to time, together with (x) a statement executed by a duly authorized officer or agent of the Issuer, the Administrative Agent or the Trustee, as the case may be, certifying that the amount billed has been incurred or paid by the Issuer, the Administrative Agent or the Trustee for one or more of the above items, and (y) a copy of the invoice or statement for the amount so incurred or paid. Amounts so billed shall be paid by the Company and ITT Holdings LLC within thirty (30) days after receipt of the b▇▇▇ by the Company or ITT Holdings LLC unless, in the case of expenditures described under clause (iii) above, the Company or ITT Holdings LLC is contesting such amounts in good faithBonds. (c) The Company and ITT Holdings LLC will also pay the reasonable fees and expenses of the Trustee under the Indenture and all other amounts which may be payable to the Trustee under Section 10.02 of the Indenture, such amounts to be paid directly to the Trustee for the Trustee’s 's own account as and when such amounts become due and payable. (d) Each of the The Company and ITT Holdings LLC covenants, for the benefit of the Owners of the Bonds, to pay or cause to be paid, to the TrusteeTender Agent, such amounts as shall be necessary to enable the Trustee Tender Agent to pay the Purchase Price of Bonds delivered to it for purchase, all as more particularly described in Sections 4.01 4.01, 4.02 and 4.02 4.04 of the Indenture; providedPROVIDED, however, that the obligation of the Company and ITT Holdings LLC to make any such payment under this Section 4.02(dsubsection (d) shall be reduced by the amount of moneys available for such payment described in subsection (i) of Section 4.03(a) 4.05 of the Indenture; and providedPROVIDED, furtherFURTHER, that the obligation of the Company and ITT Holdings LLC to make any payment under this subsection (d) shall be deemed to be satisfied and discharged to the extent of the corresponding payment made by a Credit Provider (if any) under a Credit Facility (if any) or by the Confirming Bank (if any) under the Confirming Letter of Credit (if any)Credit. (e) The In the event the Company should fail to make any of the payments required in this Section 4.2, the item or installment so in default shall promptly notify the Owners and any Prior Owners of any Determination of Taxability. Each continue as an obligation of the Company and ITT Holdings LLC covenants, for until the benefit of the Owners of the Bonds, to pay or cause to be paid to the Trustee when due any other amounts payable under the Bonds, including, but not limited to the following while the Bonds bear interest at a Bank Rate: (i) In the event of a Determination of Taxability (as defined amount in the Indenture), and upon demand of the Owner or any prior Owner, the Company and ITT Holdings LLC shall pay or cause to be paid to the Trustee such additional amount as shall be necessary to provide that interest on the Bonds default shall have been payable fully paid, and the Company agrees to pay the same with interest thereon, to the extent permitted by law, from the date when such payment was due, at the Taxable Adjusted LIBOR Rate (as defined in the Indenture) from the Date rate of Taxability (as defined in the Indenture). The Company shall promptly notify the Owners and any Prior Owners of any Determination of Taxability. (ii) Upon a Determination of Non De Minimis Exception Status (as defined in the Indenture), and upon demand of the Owner or any prior Owner, the Company shall pay or cause to be paid to the Trustee such additional amounts as shall be necessary to provide that interest on the Bonds shall have been payable at the Adjusted Non De Minimis Exception Status (as defined in the Indenture). (iii) Upon a Determination of Taxability or a Determination of Non de Minimis Exception Status, the Company and ITT Holdings LLC shall also pay or cause to be paid to the Trustee upon demand of such Owner or prior Owner any taxes, interest, penalties or other charges assessed against or payable borne by such Owner or prior Owner and attributable to such Determination of Taxability or a determination of Non De Minimis Exception Status and all reasonable administrative, out of pocket and other expenses incurred by such Owner or prior Owner which are attributable to such event, including, without limitation, the costs incurred by such Owner or prior Owner to amend any of its tax returns, notwithstanding the repayment of the entire principal amount of the Bonds or any transfer or assignment of the Bonds. (iv) If there is any Change in Law (as defined in the Revolving Credit Agreement) that increases the cost to the Bank holding the Bonds, then the Company and ITT Holdings LLC shall pay or cause to be paid to the Trustee such additional costs incurred or reduction suffered in accordance with Section 4.11 of the Revolving Credit Agreement, which section is incorporated herein by reference.

Amounts Payable. (a) The Company hereby covenants and agrees to repay the loanLoan, as follows: on or before the Business Day preceding any Interest Payment Date interest payment date for the Bonds or any other date that any payment of interest, premium, if any, or principal or Purchase Price is required to be made in respect of the Bonds pursuant to the Indenture, until the principal of, premium, if any, and interest on the Bonds shall have been fully paid or provision for the payment thereof shall have been made in accordance with the Indenture, in immediately available funds, a sum which, together with any other moneys available for such payment in any account of the Bond Fund, will enable the Trustee to pay the amount payable on such date as Purchase Price or principal of (whether at maturity or upon redemption or acceleration or otherwise), premium, if any, and interest on the Bonds as provided in the Indenture; provided, however, that the obligation of the Company to make any payment hereunder shall be deemed satisfied and discharged to the extent of the corresponding payment made by a Credit Provider (if any) to the Trustee under a Credit Facility (if any) or by the Confirming Bank (if any) under the Confirming Letter of Credit (if any). While the Bonds bear interest at a Bank Rate, each of the Company and ITT Holdings LLC agrees to pay (or cause to pay) the Purchase Price on the Bonds when due pursuant to Sections 4.01 and 4.02 of the Indenture. It is understood and agreed that all payments payable by or on behalf of the Company under subsection (a) of this Section 4.02 4.2 are assigned by the Issuer Authority to the Trustee for the benefit of the Owners of the Bonds. Each of the The Company and ITT Holdings LLC assents to such assignment. The Issuer Authority hereby directs the Company and ITT Holdings LLC and the Company and ITT Holdings LLC hereby agree, agrees to pay to the Trustee at the Principal Office of the Trustee all payments payable by or on behalf of the Company and/or ITT Holdings LLC pursuant to this subsection. (b) Each of the The Company and ITT Holdings LLC agrees that it will also pay: (i) pay on the Closing Date the Authority's fee equal to $61,875. All of the Issuer’s reasonable actual out-of-pocket expenses and costs of issuance in connection with the Bonds preparation, execution, delivery, recording and an annual administrative payment payable directly filing of this Loan Agreement, the Note, the Mortgage and other Collateral Documents and in connection with the preparation, issuance and delivery of the Bonds, the Authority's fees, the fees and expenses of ▇▇▇▇▇ & ▇▇▇▇▇▇, P.A., the fees and expenses of the Trustee, the fees and expenses of Trustee's counsel and the fees and expenses of counsel to the Issuer on June 1 of each year in an annual amount equal to 1/10th of 1% initial beneficial owners of the principal amount of all Bonds Outstanding on January 2 of each yearshall be paid directly by the Company. The administrative payments Company shall be used for purposes also pay throughout the term of paying administrative the Bonds the Authority's annual fees and related expenses and the Trustee's annual and special fees and expenses under the Indenture, the Loan Agreement, the Note and the Mortgage, including, but not limited to, reasonable attorney's fees and all costs of issuing, marketing, collecting payment on and redeeming the Issuer, but shall not include Trustee fees incurred by the IssuerBonds thereunder, and the Issuer agrees that it will notify the Company any costs and expenses of any Owner (or beneficial owner) in writing prior to March 20th of each calendar year hereafter if it shall not waive connection with any approval, consent or waiver under, or modification of, any such administrative payments for such year and, if these fees are not waived, such written notice shall advise the Company of the amount that is to be paid document. (not to exceed 1/10 of 1% per annumc) the date on which the payment is due, and where such payment is to be remitted. [INTENTIONALLY OMITTED] (d) In the event the Company should fail to pay such administrative expenses then duemake any of the payments required in this Section 4.2, the payment item or installment so in default shall continue as an obligation of the Company until the amount in default shall have been fully paid, and the company Company agrees to pay the same with interest thereon (thereon, to the extent legally enforceable) at a rate per annum equal to permitted by law, from the interest rate in effect from time to time on the Bonds, until paid; and (ii) the reasonable fees and expenses of such accountants, consultants, attorneys and other experts as may be engaged by the Issuer, the Administrative Agent or the Trustee to prepare such audits, financial statements or opinions or provide such other services as are reasonably required under this Agreement, the Indenture or the Tax Regulatory Agreement; and (iii) all taxes and assessments of any type or character charged to the Issuer, the Administrative Agent or to the Trustee affecting the amount available to the Issuer, the Administrative Agent or the Trustee from payments to be received hereunder or in any way arising due to the transactions contemplated hereby (including taxes and assessments assessed or levied by any public agency or governmental authority of whatever character having power to levy taxes or assessments) but excluding any taxes based upon the capital and/or income of the Trustee, the Administrative Agent or any other person other than the Company; provided, however, that the Company shall have the right to protest any such taxes or assessments assessed or levied upon them and that the Company shall have the right to withhold payment of any such taxes or assessments pending disposition of any such protest or contest unless such withholding, protest or contest would materially adversely affect the rights or interests of the Issuer, the Administrative Agent or the Trustee. The forgoing payments shall be billed to the Company and/or ITT Holdings LLC by the Issuer, the Administrative Agent or the Trustee from time to time, together with (x) a statement executed by a duly authorized officer or agent of the Issuer, the Administrative Agent or the Trustee, as the case may be, certifying that the amount billed has been incurred or paid by the Issuer, the Administrative Agent or the Trustee for one or more of the above items, and (y) a copy of the invoice or statement for the amount so incurred or paid. Amounts so billed shall be paid by the Company and ITT Holdings LLC within thirty (30) days after receipt of the b▇▇▇ by the Company or ITT Holdings LLC unless, in the case of expenditures described under clause (iii) above, the Company or ITT Holdings LLC is contesting such amounts in good faith. (c) The Company and ITT Holdings LLC will also pay the reasonable fees and expenses of the Trustee under the Indenture and all other amounts which may be payable to the Trustee under Section 10.02 of the Indenture, such amounts to be paid directly to the Trustee for the Trustee’s own account as and date when such amounts become due and payable. (d) Each of the Company and ITT Holdings LLC covenantspayment was due, for the benefit of the Owners of the Bonds, to pay or cause to be paid, to the Trustee, such amounts as shall be necessary to enable the Trustee to pay the Purchase Price of Bonds delivered to it for purchase, all as more particularly described in Sections 4.01 and 4.02 of the Indenture; provided, however, that the obligation of the Company and ITT Holdings LLC to make any such payment under this Section 4.02(d) shall be reduced by the amount of moneys available for such payment described in Section 4.03(a) of the Indenture; and provided, further, that the obligation of the Company and ITT Holdings LLC to make any payment under this subsection (d) shall be deemed to be satisfied and discharged to the extent of the corresponding payment made by a Credit Provider (if any) under a Credit Facility (if any) or by the Confirming Bank (if any) under the Confirming Letter of Credit (if any). (e) The Company shall promptly notify the Owners and any Prior Owners of any Determination of Taxability. Each of the Company and ITT Holdings LLC covenants, for the benefit of the Owners of the Bonds, to pay or cause to be paid to the Trustee when due any other amounts payable under the Bonds, including, but not limited to the following while the Bonds bear interest at a Bank Rate: (i) In the event of a Determination of Taxability (as defined in the Indenture), and upon demand of the Owner or any prior Owner, the Company and ITT Holdings LLC shall pay or cause to be paid to the Trustee such additional amount as shall be necessary to provide that interest on the Bonds shall have been payable at the Taxable Adjusted LIBOR Rate (as defined rate set forth in the Indenture) from the Date of Taxability (as defined in the Indenture). The Company shall promptly notify the Owners and any Prior Owners of any Determination of Taxability. (ii) Upon a Determination of Non De Minimis Exception Status (as defined in the Indenture), and upon demand of the Owner or any prior Owner, the Company shall pay or cause to be paid to the Trustee such additional amounts as shall be necessary to provide that interest on the Bonds shall have been payable at the Adjusted Non De Minimis Exception Status (as defined in the Indenture). (iii) Upon a Determination of Taxability or a Determination of Non de Minimis Exception Status, the Company and ITT Holdings LLC shall also pay or cause to be paid to the Trustee upon demand of such Owner or prior Owner any taxes, interest, penalties or other charges assessed against or payable by such Owner or prior Owner and attributable to such Determination of Taxability or a determination of Non De Minimis Exception Status and all reasonable administrative, out of pocket and other expenses incurred by such Owner or prior Owner which are attributable to such event, including, without limitation, the costs incurred by such Owner or prior Owner to amend any of its tax returns, notwithstanding the repayment of the entire principal amount of the Bonds or any transfer or assignment of the Bonds. (iv) If there is any Change in Law (as defined in the Revolving Credit Agreement) that increases the cost to the Bank holding the Bonds, then the Company and ITT Holdings LLC shall pay or cause to be paid to the Trustee such additional costs incurred or reduction suffered in accordance with Section 4.11 of the Revolving Credit Agreement, which section is incorporated herein by reference.

Amounts Payable. (a) The Company hereby covenants Borrower shall make all payments required by the Notes as and agrees when they become due and shall promptly pay all other amounts necessary to repay the loan, as follows: on or before any Interest Payment Date for the Bonds or any other date that any payment of interest, premium, if any, or principal or Purchase Price is required to be made in respect of the Bonds pursuant to the Indenture, until the principal of, premium, if any, and interest on the Bonds shall have been fully paid or provision for the payment thereof shall have been made in accordance with the Indenture, in immediately available funds, a sum which, together with any other moneys available for such payment in any account of the Bond Fund, will enable the Trustee to pay make the amount payable on such date as Purchase Price or principal of (whether at maturity or upon redemption or acceleration or otherwise), premium, if any, and interest on the Bonds as provided in the Indenture; provided, however, that the obligation of the Company to make any payment hereunder shall be deemed satisfied and discharged deposits to the extent of Bond Fund and the corresponding payment made Reserve Fund required by a Credit Provider (if any) to the Trustee under a Credit Facility (if any) or by the Confirming Bank (if any) under the Confirming Letter of Credit (if any). While the Bonds bear interest at a Bank Rate, each of the Company and ITT Holdings LLC agrees to pay (or cause to pay) the Purchase Price on the Bonds when due pursuant to Sections 4.01 and 4.02 Article VI of the Indenture. It is understood and agreed that all payments payable by or on behalf of the Company under subsection (a) of this Section 4.02 are assigned by the Issuer to the Trustee for the benefit of the Owners of the Bonds. Each of the Company and ITT Holdings LLC assents to such assignment. The Issuer hereby directs the Company and ITT Holdings LLC and the Company and ITT Holdings LLC hereby agree, to pay to the Trustee at the Principal Office of the Trustee all payments payable by or on behalf of the Company and/or ITT Holdings LLC pursuant to this subsection. (b) Each of the Company and ITT Holdings LLC agrees that it will The Borrower shall also pay, as and when the same become due: (i1) All of To the Issuer’s Trustee, its reasonable actual out-of-pocket fees for services rendered and for expenses reasonably incurred by it as Trustee under the Indenture, as bond registrar and costs of issuance in connection with paying agent on the Bonds and an annual administrative payment payable directly to as the Issuer on June 1 Dissemination Agent under the Continuing Disclosure Agreement, including the reasonable fees and disbursements of each year in an annual amount equal to 1/10th of 1% of the principal amount of all Bonds Outstanding on January 2 of each year. The administrative payments shall be used for purposes of paying administrative its counsel and related costs of the Issuer, but shall not include Trustee fees incurred by the Issuer, and the Issuer agrees that it will notify the Company in writing prior to March 20th of each calendar year hereafter if it shall not waive such administrative payments for such year and, if these fees are not waived, such written notice shall advise the Company of the amount that is to be paid (not to exceed 1/10 of 1% per annum) the date on which the payment is due, and where such payment is to be remitted. In the event the Company should fail to pay such administrative expenses then due, the payment shall continue as an obligation of the Company until the amount shall have been fully paid, and the company agrees to pay the same with interest thereon (to the extent legally enforceable) at a rate per annum equal to the interest rate in effect from time to time on the Bonds, until paid; and (ii) the reasonable fees and expenses of such accountantsany other paying agents, consultantsall as provided in the Indenture, attorneys and all other experts as may be engaged by amounts that the IssuerBorrower herein assumes or agrees to pay, including any cost or expense necessary to cancel and discharge the Administrative Agent Indenture upon Payment of the Bonds. (2) To or on behalf of the Authority, (i) all reasonable and necessary costs and expenses of the Authority related to the Project or the Trustee Bonds, (ii) an annual fee equal to prepare such audits, financial statements or opinions or provide such other services as are reasonably required under this Agreement, one eighth of one percent (1/8%) of the Indenture or outstanding principal amount of the Tax Regulatory Agreement; and Bonds and (iii) all taxes and assessments other amounts which the Borrower agrees to pay under the terms of any type or character charged this Agreement; provided, that the aggregate of all such amounts paid to the IssuerAuthority shall not equal or exceed an amount which would cause the "Yield" on the Notes, the Administrative Agent or to the Trustee affecting the amount available to the Issuer, the Administrative Agent or the Trustee from payments to be received hereunder or in any way arising due to the transactions contemplated hereby (including taxes and assessments assessed or levied by any public agency or governmental authority of whatever character having power to levy taxes or assessments) but excluding any taxes based upon the capital and/or income of the Trustee, the Administrative Agent this Loan Agreement or any other person other "acquired purpose obligation" to be "materially higher" than the Company; provided, however, that "yield" on the Company shall have the right to protest any such taxes or assessments assessed or levied upon them and that the Company shall have the right to withhold payment of any such taxes or assessments pending disposition of any such protest or contest unless such withholding, protest or contest would materially adversely affect the rights or interests of the Issuer, the Administrative Agent or the Trustee. The forgoing payments shall be billed to the Company and/or ITT Holdings LLC by the Issuer, the Administrative Agent or the Trustee from time to time, together with (x) a statement executed by a duly authorized officer or agent of the Issuer, the Administrative Agent or the TrusteeBonds, as the case may be, certifying that the amount billed has been incurred or paid by the Issuer, the Administrative Agent or the Trustee for one or more of the above items, and (y) a copy of the invoice or statement for the amount so incurred or paid. Amounts so billed shall be paid by the Company and ITT Holdings LLC within thirty (30) days after receipt of the b▇▇▇ by the Company or ITT Holdings LLC unless, such terms are used in the case of expenditures described under clause (iii) above, the Company or ITT Holdings LLC is contesting such amounts in good faith. (c) The Company and ITT Holdings LLC will also pay the reasonable Code. Such fees and expenses of the Trustee under the Indenture and all other amounts which may be payable to the Trustee under Section 10.02 of the Indenture, such amounts to shall be paid directly to the Trustee Authority for the Trustee’s its own account as and when such amounts fees and expenses become due and payable. When the Authority incurs expenses or renders services after the occurrence of an Event of Default specified in Sections 6.1(d) or 6.1(e), the expenses and the compensation for the services are intended to constitute expenses of administration under any federal or state bankruptcy, insolvency, arrangement, moratorium, reorganization or other debtor relief law. (d3) Each of the Company and ITT Holdings LLC covenants, for the benefit of the Owners of the Bonds, to pay or cause to be paid, to the Trustee, such amounts as shall be necessary to enable the Trustee to pay the Purchase Price of Bonds delivered to it for purchase, all as more particularly described in Sections 4.01 and 4.02 of the Indenture; provided, however, that the obligation of the Company and ITT Holdings LLC to make any such payment under this Section 4.02(d) shall be reduced by the amount of moneys available for such payment Amounts described in Section 4.03(a) of the Indenture; and provided, further, that the obligation of the Company and ITT Holdings LLC to make any payment under this subsection (d) shall be deemed to be satisfied and discharged to the extent of the corresponding payment made by a Credit Provider (if any) under a Credit Facility (if any) or by the Confirming Bank (if any) under the Confirming Letter of Credit (if any)4.6. (e4) The Company shall promptly notify All other amounts that the Owners and any Prior Owners of any Determination of Taxability. Each of the Company and ITT Holdings LLC covenants, for the benefit of the Owners of the Bonds, Borrower agrees to pay or cause to be paid to the Trustee when due any other amounts payable under the Bonds, including, but not limited to the following while the Bonds bear interest at a Bank Rate: (i) In the event terms of a Determination of Taxability (as defined in the Indenture), and upon demand of the Owner or any prior Owner, the Company and ITT Holdings LLC shall pay or cause to be paid to the Trustee such additional amount as shall be necessary to provide that interest on the Bonds shall have been payable at the Taxable Adjusted LIBOR Rate (as defined in the Indenture) from the Date of Taxability (as defined in the Indenture). The Company shall promptly notify the Owners and any Prior Owners of any Determination of Taxabilitythis Loan Agreement. (ii) Upon a Determination of Non De Minimis Exception Status (as defined in the Indenture), and upon demand of the Owner or any prior Owner, the Company shall pay or cause to be paid to the Trustee such additional amounts as shall be necessary to provide that interest on the Bonds shall have been payable at the Adjusted Non De Minimis Exception Status (as defined in the Indenture). (iii) Upon a Determination of Taxability or a Determination of Non de Minimis Exception Status, the Company and ITT Holdings LLC shall also pay or cause to be paid to the Trustee upon demand of such Owner or prior Owner any taxes, interest, penalties or other charges assessed against or payable by such Owner or prior Owner and attributable to such Determination of Taxability or a determination of Non De Minimis Exception Status and all reasonable administrative, out of pocket and other expenses incurred by such Owner or prior Owner which are attributable to such event, including, without limitation, the costs incurred by such Owner or prior Owner to amend any of its tax returns, notwithstanding the repayment of the entire principal amount of the Bonds or any transfer or assignment of the Bonds. (iv) If there is any Change in Law (as defined in the Revolving Credit Agreement) that increases the cost to the Bank holding the Bonds, then the Company and ITT Holdings LLC shall pay or cause to be paid to the Trustee such additional costs incurred or reduction suffered in accordance with Section 4.11 of the Revolving Credit Agreement, which section is incorporated herein by reference.

Amounts Payable. (a) The Company hereby covenants and agrees to repay the loan, as follows: on or before any Interest Payment Date for the Bonds or any other date that any payment of interest, premium, if any, or principal or Purchase Price is required to be made in respect of the Bonds pursuant to the Indenture, until the principal of, premium, if any, and interest on the Bonds or the Purchase Price of Bonds shall have been fully paid or provision for the payment thereof shall have been made in accordance with the Indenture, in immediately available funds, a sum which, together with any other moneys available for such payment in any account of the Bond Fund, will enable the Trustee to pay the amount payable on such date as Purchase Price or principal of (whether at maturity or upon redemption or acceleration or otherwise), premium, if any, and interest on the Bonds as provided in the Indenture; provided, however, that the obligation of the Company to make any payment hereunder shall be deemed satisfied and discharged to the extent of the corresponding payment made by a Credit Provider (if any) the Bank to the Trustee under a Credit Facility (if any) or by the Confirming Bank (if any) under the Confirming Letter of Credit (if any). While the Bonds bear interest at a Bank Rate, each of the Company and ITT Holdings LLC agrees to pay (or cause to pay) the Purchase Price on the Bonds when due pursuant to Sections 4.01 and 4.02 of the IndentureCredit. It is understood and agreed that all payments payable by or on behalf of the Company under subsection (a) of this Section 4.02 4.2 are assigned by the Issuer to the Trustee for the benefit of the Owners of the Bonds. Each of the The Company and ITT Holdings LLC assents to such assignment. The Issuer hereby directs the Company and ITT Holdings LLC Company, and the Company and ITT Holdings LLC hereby agree, agrees to pay to the Trustee at the Principal Office of the Trustee all payments payable by or on behalf of the Company and/or ITT Holdings LLC pursuant to this subsection. (b) Each The Company will also pay the reasonable expenses of the Company and ITT Holdings LLC agrees that it will also pay: (i) All Issuer related to the issuance of the Issuer’s reasonable actual out-of-pocket expenses and costs of issuance in connection with the Bonds and an annual administrative payment payable directly to any and all ongoing costs and expenses for any continuing duties or obligations of the Issuer on June 1 of each year related in an annual amount equal any respect to 1/10th of 1% of the principal amount of all Bonds Outstanding on January 2 of each year. The administrative payments shall be used for purposes of paying administrative and related costs of the Issuer, but shall not include Trustee fees incurred by the Issuer, and the Issuer agrees that it will notify the Company in writing prior to March 20th of each calendar year hereafter if it shall not waive such administrative payments for such year and, if these fees are not waived, such written notice shall advise the Company of the amount that is to be paid (not to exceed 1/10 of 1% per annum) the date on which the payment is due, and where such payment is to be remitted. In the event the Company should fail to pay such administrative expenses then due, the payment shall continue as an obligation of the Company until the amount shall have been fully paid, and the company agrees to pay the same with interest thereon (to the extent legally enforceable) at a rate per annum equal to the interest rate in effect from time to time on the Bonds, until paid; and (ii) the reasonable fees and expenses of such accountants, consultants, attorneys and other experts as may be engaged by the Issuer, the Administrative Agent or the Trustee to prepare such audits, financial statements or opinions or provide such other services as are reasonably required under this Agreement, the Indenture or any other documents executed in connection therewith after the Tax Regulatory Agreement; and (iii) all taxes and assessments of any type or character charged to the Issuer, the Administrative Agent or to the Trustee affecting the amount available to the Issuer, the Administrative Agent or the Trustee from payments to be received hereunder or in any way arising due to the transactions contemplated hereby (including taxes and assessments assessed or levied by any public agency or governmental authority of whatever character having power to levy taxes or assessments) but excluding any taxes based upon the capital and/or income issuance of the Trustee, the Administrative Agent or any other person other than the Company; provided, however, that the Company shall have the right to protest any such taxes or assessments assessed or levied upon them and that the Company shall have the right to withhold payment of any such taxes or assessments pending disposition of any such protest or contest unless such withholding, protest or contest would materially adversely affect the rights or interests of the Issuer, the Administrative Agent or the Trustee. The forgoing payments shall be billed to the Company and/or ITT Holdings LLC by the Issuer, the Administrative Agent or the Trustee from time to time, together with (x) a statement executed by a duly authorized officer or agent of the Issuer, the Administrative Agent or the Trustee, as the case may be, certifying that the amount billed has been incurred or paid by the Issuer, the Administrative Agent or the Trustee for one or more of the above items, and (y) a copy of the invoice or statement for the amount so incurred or paid. Amounts so billed shall be paid by the Company and ITT Holdings LLC within thirty (30) days after receipt of the b▇▇▇ by the Company or ITT Holdings LLC unless, in the case of expenditures described under clause (iii) above, the Company or ITT Holdings LLC is contesting such amounts in good faithBonds. (c) The Company and ITT Holdings LLC will also pay the reasonable fees and expenses of the Trustee under the Indenture and all other amounts which may be payable to the Trustee under Section 10.02 of the Indenture, such amounts to be paid directly to the Trustee for the Trustee’s 's own account as and when such amounts become due and payable. (d) Each of the The Company and ITT Holdings LLC covenants, for the benefit of the Owners of the Bonds, to pay or cause to be paid, to the TrusteeTender Agent, such amounts as shall be necessary to enable the Trustee Tender Agent to pay the Purchase Price of Bonds delivered to it for purchase, all as more 18 23 particularly described in Sections 4.01 4.01, 4.02 and 4.02 4.04 of the Indenture; providedPROVIDED, however, that the obligation of the Company and ITT Holdings LLC to make any such payment under this Section 4.02(dsubsection (d) shall be reduced by the amount of moneys available for such payment described in subsection (i) of Section 4.03(a) 4.05 of the Indenture; and providedPROVIDED, furtherFURTHER, that the obligation of the Company and ITT Holdings LLC to make any payment under this subsection (d) shall be deemed to be satisfied and discharged to the extent of the corresponding payment made by a Credit Provider (if any) under a Credit Facility (if any) or by the Confirming Bank (if any) under the Confirming Letter of Credit (if any)Credit. (e) The In the event the Company should fail to make any of the payments required in this Section 4.2, the item or installment so in default shall promptly notify the Owners and any Prior Owners of any Determination of Taxability. Each continue as an obligation of the Company and ITT Holdings LLC covenants, for until the benefit of the Owners of the Bonds, to pay or cause to be paid to the Trustee when due any other amounts payable under the Bonds, including, but not limited to the following while the Bonds bear interest at a Bank Rate: (i) In the event of a Determination of Taxability (as defined amount in the Indenture), and upon demand of the Owner or any prior Owner, the Company and ITT Holdings LLC shall pay or cause to be paid to the Trustee such additional amount as shall be necessary to provide that interest on the Bonds default shall have been payable fully paid, and the Company agrees to pay the same with interest thereon, to the extent permitted by law, from the date when such payment was due, at the Taxable Adjusted LIBOR Rate (as defined in the Indenture) from the Date rate of Taxability (as defined in the Indenture). The Company shall promptly notify the Owners and any Prior Owners of any Determination of Taxability. (ii) Upon a Determination of Non De Minimis Exception Status (as defined in the Indenture), and upon demand of the Owner or any prior Owner, the Company shall pay or cause to be paid to the Trustee such additional amounts as shall be necessary to provide that interest on the Bonds shall have been payable at the Adjusted Non De Minimis Exception Status (as defined in the Indenture). (iii) Upon a Determination of Taxability or a Determination of Non de Minimis Exception Status, the Company and ITT Holdings LLC shall also pay or cause to be paid to the Trustee upon demand of such Owner or prior Owner any taxes, interest, penalties or other charges assessed against or payable borne by such Owner or prior Owner and attributable to such Determination of Taxability or a determination of Non De Minimis Exception Status and all reasonable administrative, out of pocket and other expenses incurred by such Owner or prior Owner which are attributable to such event, including, without limitation, the costs incurred by such Owner or prior Owner to amend any of its tax returns, notwithstanding the repayment of the entire principal amount of the Bonds or any transfer or assignment of the Bonds. (iv) If there is any Change in Law (as defined in the Revolving Credit Agreement) that increases the cost to the Bank holding the Bonds, then the Company and ITT Holdings LLC shall pay or cause to be paid to the Trustee such additional costs incurred or reduction suffered in accordance with Section 4.11 of the Revolving Credit Agreement, which section is incorporated herein by reference.

Amounts Payable. (a) The Company hereby covenants and agrees to repay the loan, as follows: on or before any Interest Payment Date for the Bonds or any other date that any payment of interest, premium, if any, or principal or Purchase Price is required to be made in respect of the Bonds pursuant to the Indenture, until the principal of, premium, if any, and interest on the Bonds shall have been fully paid or provision for the payment thereof shall have been made in accordance with the Indenture, in immediately available funds, a sum which, together with any other moneys available for such payment in any account of the Bond Fund, will enable the Trustee to pay the amount payable on such date as Purchase Price or principal of (whether at maturity or upon redemption or acceleration or otherwise), premium, if any, and interest on the Bonds as provided in the Indenture; provided, however, that the obligation of the Company to make any payment hereunder shall be deemed satisfied and discharged to the extent of the corresponding payment made by a the Credit Provider (if any) to the Trustee under a the Credit Facility (if any) or by the Confirming Bank (if any) under the Confirming Letter of Credit (if any). While the Bonds bear interest at a Bank Rate, each of the Company and ITT Holdings LLC agrees to pay (or cause to pay) the Purchase Price on the Bonds when due pursuant to Sections 4.01 and 4.02 of the Indenture. It is understood and agreed that all payments payable by or on behalf of the Company under subsection (a) of this Section 4.02 are assigned by the Issuer to the Trustee for the benefit of the Owners of the Bonds. Each of the The Company and ITT Holdings LLC assents to such assignment. The Issuer hereby directs the Company and ITT Holdings LLC and the Company and ITT Holdings LLC hereby agree, agrees to pay to the Trustee at the Principal Office of the Trustee all payments payable by or on behalf of the Company and/or ITT Holdings LLC pursuant to this subsection. (b) Each of the The Company and ITT Holdings LLC agrees that it will also pay: (i) All the reasonable fees and expenses of the Issuer’s reasonable actual out-of-pocket expenses and costs Issuer related to the issuance of the Bonds, including, without limitation, the acceptance fee of the Issuer in the amount of $43,099.25 payable on the date of issuance in connection with of the Bonds (provided, such amount may be paid out of bond proceeds) and an annual administrative payment payable directly to the Issuer on June 1 of each year in an annual amount equal to 1/10th of 1% of the principal amount of all Bonds Outstanding on January 2 of each year. The administrative payments shall be used for purposes of paying administrative and related costs of the Issuer, but shall not include Trustee fees incurred by the Issuer, and the Issuer agrees that it will notify the Company in writing prior to March 20th of each calendar year hereafter if it shall not waive such administrative payments for such year and, if these fees are not waived, such written notice shall advise the Company of the amount that is to be paid (not to exceed 1/10 of 1% per annum) the date on which the payment is due, and where such payment is to be remitted. In the event the Company should fail to pay such administrative expenses then due, the payment shall continue as an obligation of the Company until the amount shall have been fully paid, and the company agrees to pay the same with interest thereon (to the extent legally enforceable) at a rate per annum equal to the interest rate in effect from time to time on the Bonds, until paidyear; and (ii) the reasonable fees and expenses of such accountants, consultants, attorneys and other experts as may be engaged by the Issuer, the Administrative Agent Issuer or the Trustee to prepare such audits, financial statements or opinions or provide such other services as are reasonably required under this Agreement, the Indenture or the Tax Regulatory Agreement; and (iii) all taxes and assessments of any type or character charged to the Issuer, the Administrative Agent Issuer or to the Trustee affecting the amount available to the Issuer, the Administrative Agent Issuer or the Trustee from payments to be received hereunder or in any way arising due to the transactions contemplated hereby (including taxes and assessments assessed or levied by any public agency or governmental authority of whatever character having power to levy taxes or assessments) but excluding any taxes based upon the capital and/or income of the Trustee, the Administrative Agent Trustee or any other person other than the Company; provided, however, that the Company shall have the right to protest any such taxes or assessments assessed or levied upon them and that the Company shall have the right to withhold payment of any such taxes or assessments pending disposition of any such protest or contest unless such withholding, protest or contest would materially adversely affect the rights or interests of the Issuer, the Administrative Agent Issuer or the Trustee. The forgoing payments shall be billed to the Company and/or ITT Holdings LLC by the Issuer, the Administrative Agent Issuer or the Trustee from time to time, together with (x) a statement executed by a duly authorized officer or agent of the Issuer, the Administrative Agent Issuer or the Trustee, as the case may be, certifying that the amount billed has been incurred or paid by the Issuer, the Administrative Agent Issuer or the Trustee for one or more of the above items, and (y) a copy of the invoice or statement for the amount so incurred or paid. Amounts so billed shall be paid by the Company and ITT Holdings LLC within thirty (30) days after receipt of the b▇▇▇▇ by the Company or ITT Holdings LLC unless, in the case of expenditures described under clause (iii) above, the Company or ITT Holdings LLC is contesting such amounts in good faith. (c) The Company and ITT Holdings LLC will also pay the reasonable fees and expenses of the Trustee under the Indenture and all other amounts which may be payable to the Trustee under Section 10.02 of the Indenture, such amounts to be paid directly to the Trustee for the Trustee’s own account as and when such amounts become due and payable. (d) Each of the The Company and ITT Holdings LLC covenants, for the benefit of the Owners of the Bonds, to pay or cause to be paid, to the Trustee, such amounts as shall be necessary to enable the Trustee to pay the Purchase Price of Bonds delivered to it for purchase, all as more particularly described in Sections 4.01 and 4.02 of the Indenture; provided, however, that the obligation of the Company and ITT Holdings LLC to make any such payment under this Section 4.02(d) shall be reduced by the amount of moneys available for such payment described in Section 4.03(a4.03 (a) of the Indenture; and provided, further, that the obligation of the Company and ITT Holdings LLC to make any payment under this subsection (d) shall be deemed to be satisfied and discharged to the extent of the corresponding payment made by a the Credit Provider (if any) under a the Credit Facility (if any) or by the Confirming Bank (if any) under the Confirming Letter of Credit (if any). (e) The In the event the Company should fail to make any of the payments required in this Section 4.02, the item or installment so in default shall promptly notify the Owners and any Prior Owners of any Determination of Taxability. Each continue as an obligation of the Company and ITT Holdings LLC covenants, for until the benefit of the Owners of the Bonds, to pay or cause to be paid to the Trustee when due any other amounts payable under the Bonds, including, but not limited to the following while the Bonds bear interest at a Bank Rate: (i) In the event of a Determination of Taxability (as defined amount in the Indenture), and upon demand of the Owner or any prior Owner, the Company and ITT Holdings LLC shall pay or cause to be paid to the Trustee such additional amount as shall be necessary to provide that interest on the Bonds default shall have been payable fully paid, and the Company agrees to pay the same with interest thereon, to the extent permitted by law, from the date when such payment was due, at the Taxable Adjusted LIBOR Rate (as defined in the Indenture) from the Date rate of Taxability (as defined in the Indenture). The Company shall promptly notify the Owners and any Prior Owners of any Determination of Taxability. (ii) Upon a Determination of Non De Minimis Exception Status (as defined in the Indenture), and upon demand of the Owner or any prior Owner, the Company shall pay or cause to be paid to the Trustee such additional amounts as shall be necessary to provide that interest on the Bonds shall have been payable at the Adjusted Non De Minimis Exception Status (as defined in the Indenture). (iii) Upon a Determination of Taxability or a Determination of Non de Minimis Exception Status, the Company and ITT Holdings LLC shall also pay or cause to be paid to the Trustee upon demand of such Owner or prior Owner any taxes, interest, penalties or other charges assessed against or payable borne by such Owner or prior Owner and attributable to such Determination of Taxability or a determination of Non De Minimis Exception Status and all reasonable administrative, out of pocket and other expenses incurred by such Owner or prior Owner which are attributable to such event, including, without limitation, the costs incurred by such Owner or prior Owner to amend any of its tax returns, notwithstanding the repayment of the entire principal amount of the Bonds or any transfer or assignment of the Bonds. (iv) If there is any Change in Law (as defined in the Revolving Credit Agreement) that increases the cost to the Bank holding the Bonds, then the Company and ITT Holdings LLC shall pay or cause to be paid to the Trustee such additional costs incurred or reduction suffered in accordance with Section 4.11 of the Revolving Credit Agreement, which section is incorporated herein by reference.

Amounts Payable. (a) The Company hereby covenants and agrees to repay the loan, as follows: on or before any Interest Payment Date for the Bonds or any other date that any payment of interest, premium, if any, or principal or Purchase Price is required to be made in respect of the Bonds pursuant to the Indenture, until the principal of, premium, if any, and interest on the Bonds shall have been fully paid or provision for the payment thereof shall have been made in accordance with the Indenture, in immediately available funds, a sum which, together with any other moneys available for such payment in any account of the Bond Fund, will enable the Trustee to pay the amount payable on such date as Purchase Price or principal of (whether at maturity or upon redemption or acceleration or otherwise), premium, if any, and interest on the Bonds as provided in the Indenture, including, without limitation, upon a Determination of Taxability; provided, however, that the obligation of the Company to make any payment hereunder shall be deemed satisfied and discharged to the extent of the corresponding payment made by a the Credit Provider (if any) to the Trustee under a the Credit Facility (if any) Facility, or by the Confirming Bank (if any) under the Confirming Letter of Credit (if any). While as provided in Section 6.09 while the Bonds bear interest at a Bank Rate, each of Rate other than during the Company and ITT Holdings LLC agrees to pay Initial Bank Rate Period. (or cause to payb) the Purchase Price on the Bonds when due pursuant to Sections 4.01 and 4.02 of the Indenture. It is understood and agreed that all payments payable by or on behalf of the Company under subsection (a) of this Section 4.02 are assigned by the Issuer Authority to the Trustee for the benefit of the Owners of the Bonds. Each of the The Company and ITT Holdings LLC assents to such assignment. The Issuer Other than as provided in Section 6.09 hereof, the Authority hereby directs the Company and ITT Holdings LLC and the Company and ITT Holdings LLC hereby agree, agrees to pay to the Trustee at the Principal Office of the Trustee all payments payable by or on behalf of the Company and/or ITT Holdings LLC pursuant to this subsection. (b) Each of the Company and ITT Holdings LLC agrees that it will also pay: (i) All of the Issuer’s reasonable actual out-of-pocket expenses and costs of issuance in connection with the Bonds and an annual administrative payment payable directly to the Issuer on June 1 of each year in an annual amount equal to 1/10th of 1% of the principal amount of all Bonds Outstanding on January 2 of each year. The administrative payments shall be used for purposes of paying administrative and related costs of the Issuer, but shall not include Trustee fees incurred by the Issuer, and the Issuer agrees that it will notify the Company in writing prior to March 20th of each calendar year hereafter if it shall not waive such administrative payments for such year and, if these fees are not waived, such written notice shall advise the Company of the amount that is to be paid (not to exceed 1/10 of 1% per annum) the date on which the payment is due, and where such payment is to be remitted. In the event the Company should fail to pay such administrative expenses then due, the payment shall continue as an obligation of the Company until the amount shall have been fully paid, and the company agrees to pay the same with interest thereon (to the extent legally enforceable) at a rate per annum equal to the interest rate in effect from time to time on the Bonds, until paid; and (ii) the reasonable fees and expenses of such accountants, consultants, attorneys and other experts as may be engaged by the Issuer, the Administrative Agent or the Trustee to prepare such audits, financial statements or opinions or provide such other services as are reasonably required under this Agreement, the Indenture or the Tax Regulatory Agreement; and (iii) all taxes and assessments of any type or character charged to the Issuer, the Administrative Agent or to the Trustee affecting the amount available to the Issuer, the Administrative Agent or the Trustee from payments to be received hereunder or in any way arising due to the transactions contemplated hereby (including taxes and assessments assessed or levied by any public agency or governmental authority of whatever character having power to levy taxes or assessments) but excluding any taxes based upon the capital and/or income of the Trustee, the Administrative Agent or any other person other than the Company; provided, however, that the Company shall have the right to protest any such taxes or assessments assessed or levied upon them and that the Company shall have the right to withhold payment of any such taxes or assessments pending disposition of any such protest or contest unless such withholding, protest or contest would materially adversely affect the rights or interests of the Issuer, the Administrative Agent or the Trustee. The forgoing payments shall be billed to the Company and/or ITT Holdings LLC by the Issuer, the Administrative Agent or the Trustee from time to time, together with (x) a statement executed by a duly authorized officer or agent of the Issuer, the Administrative Agent or the Trustee, as the case may be, certifying that the amount billed has been incurred or paid by the Issuer, the Administrative Agent or the Trustee for one or more of the above items, and (y) a copy of the invoice or statement for the amount so incurred or paid. Amounts so billed shall be paid by the Company and ITT Holdings LLC within thirty (30) days after receipt of the b▇▇▇ by the Company or ITT Holdings LLC unless, in the case of expenditures described under clause (iii) above, the Company or ITT Holdings LLC is contesting such amounts in good faith. (c) The Company will also pay the reasonable costs and ITT Holdings LLC expenses of the Authority related to the issuance of the Bonds and the transactions contemplated by this Agreement and any advances incurred and any advances made by the Authority pursuant to Section 6.21 hereof. The Company further agrees to pay all reasonable Administration Expenses. (d) The Company will also pay the reasonable fees and expenses of the Trustee under the Indenture and all other amounts which may be payable to the Trustee under Section 10.02 of the Indenture, such amounts to be paid directly to the Trustee for the Trustee’s own account as and when such amounts become due and payable. (de) Each of the The Company and ITT Holdings LLC covenants, for the benefit of the Owners of the Bonds, to pay or cause to be paid, to the Trustee, such amounts as shall be necessary to enable the Trustee to pay the Purchase Price of Bonds delivered to it for purchase, all as more particularly described in Sections 4.01 and 4.02 of the Indenture; provided, however, that the obligation of the Company and ITT Holdings LLC to make any such payment under this Section 4.02(d) shall be reduced by the amount of moneys available for such payment described in Section 4.03(a) of the Indenture; and provided, further, that the obligation of the Company and ITT Holdings LLC to make any payment under this subsection (d) shall be deemed to be satisfied and discharged to the extent of the corresponding payment made by a Credit Provider (if any) under a Credit Facility (if any) or by the Confirming Bank (if any) under the Confirming Letter of Credit (if any)4. (e) The Company shall promptly notify the Owners and any Prior Owners of any Determination of Taxability. Each of the Company and ITT Holdings LLC covenants, for the benefit of the Owners of the Bonds, to pay or cause to be paid to the Trustee when due any other amounts payable under the Bonds, including, but not limited to the following while the Bonds bear interest at a Bank Rate: (i) In the event of a Determination of Taxability (as defined in the Indenture), and upon demand of the Owner or any prior Owner, the Company and ITT Holdings LLC shall pay or cause to be paid to the Trustee such additional amount as shall be necessary to provide that interest on the Bonds shall have been payable at the Taxable Adjusted LIBOR Rate (as defined in the Indenture) from the Date of Taxability (as defined in the Indenture). The Company shall promptly notify the Owners and any Prior Owners of any Determination of Taxability. (ii) Upon a Determination of Non De Minimis Exception Status (as defined in the Indenture), and upon demand of the Owner or any prior Owner, the Company shall pay or cause to be paid to the Trustee such additional amounts as shall be necessary to provide that interest on the Bonds shall have been payable at the Adjusted Non De Minimis Exception Status (as defined in the Indenture). (iii) Upon a Determination of Taxability or a Determination of Non de Minimis Exception Status, the Company and ITT Holdings LLC shall also pay or cause to be paid to the Trustee upon demand of such Owner or prior Owner any taxes, interest, penalties or other charges assessed against or payable by such Owner or prior Owner and attributable to such Determination of Taxability or a determination of Non De Minimis Exception Status and all reasonable administrative, out of pocket and other expenses incurred by such Owner or prior Owner which are attributable to such event, including, without limitation, the costs incurred by such Owner or prior Owner to amend any of its tax returns, notwithstanding the repayment of the entire principal amount of the Bonds or any transfer or assignment of the Bonds. (iv) If there is any Change in Law (as defined in the Revolving Credit Agreement) that increases the cost to the Bank holding the Bonds, then the Company and ITT Holdings LLC shall pay or cause to be paid to the Trustee such additional costs incurred or reduction suffered in accordance with Section 4.11 of the Revolving Credit Agreement, which section is incorporated herein by reference.

Amounts Payable. (a) The Company hereby covenants and agrees to repay the loanloan in installments, as follows: on or before any Interest Payment Date interest payment date for the Bonds Notes or any other date that any payment of interest, premium, if any, or principal or Purchase Price is payments are required to be made in respect to the Trustee pursuant to Section 308 of the Bonds Indenture in order to effect redemption on the date fixed for redemption of any or all of the Notes pursuant to the Indenture, until the principal of, premium, if any, and interest on the Bonds Notes shall have been fully paid or provision for the payment thereof shall have been made in accordance with the Indenture, in immediately available funds, a sum which, together with any other moneys Available Moneys available for such payment in any account of the Bond Note Fund, will enable the Trustee to pay the amount payable on such date as Purchase Price or principal of (whether at maturity or upon redemption or acceleration or otherwise), premium, if any, and interest on the Bonds Notes as provided in the Indenture; provided, however, that the obligation of the Company to make any payment hereunder shall be deemed satisfied and discharged to the extent of the corresponding payment made by a Credit Provider (if any) the Bank to the Trustee under a Credit Facility (if any) or by the Confirming Bank (if any) under the Confirming Letter of Credit (if any). While upon reimbursement by the Bonds bear interest at a Company to the Bank Rate, each in full for such payment pursuant to the terms of the Company and ITT Holdings LLC agrees to pay (or cause to pay) the Purchase Price on the Bonds when due pursuant to Sections 4.01 and 4.02 of the IndentureCredit Agreement. It is understood and agreed that all payments payable by or on behalf of the Company under subsection (a) of this Section 4.02 are assigned by the Issuer to the Trustee for the benefit of the Owners of the BondsNotes. Each of the The Company and ITT Holdings LLC assents to such assignment. The Issuer hereby directs the Company and ITT Holdings LLC and the Company and ITT Holdings LLC hereby agree, agrees to pay to the Trustee at the Principal Office of the Trustee all payments payable by or on behalf of the Company and/or ITT Holdings LLC pursuant to this subsectionSection. (b) Each The Company will also pay the reasonable expenses of the Issuer related to the issuance of the Notes and incurred upon the written request of the Company and ITT Holdings LLC agrees that it will also pay: (i) All of the Issuer’s reasonable actual out-of-pocket expenses and costs of issuance in connection with the Bonds and an annual administrative payment payable directly to the Issuer on June 1 of each year in an annual amount equal to 1/10th of 1% of the principal amount of all Bonds Outstanding on January 2 of each year. The administrative payments shall be used for purposes of paying administrative and related costs of the Issuer, but shall not include Trustee fees incurred by the Issuer, and the Issuer agrees that it will notify the Company in writing prior to March 20th of each calendar year hereafter if it shall not waive such administrative payments for such year and, if these fees are not waived, such written notice shall advise the Company of the amount that is to be paid (not to exceed 1/10 of 1% per annum) the date on which the payment is due, and where such payment is to be remitted. In the event the Company should fail to pay such administrative expenses then due, the payment shall continue as an obligation of the Company until the amount shall have been fully paid, and the company agrees to pay the same with interest thereon (to the extent legally enforceable) at a rate per annum equal to the interest rate in effect from time to time on the Bonds, until paid; and (ii) the reasonable fees and expenses of such accountants, consultants, attorneys and other experts as may be engaged the Issuer caused by the Issuer, the Administrative Agent or the Trustee to prepare such audits, financial statements or opinions or provide such other services as are reasonably required a Default under this Agreement, the Indenture or the Tax Regulatory Agreement; and (iii) all taxes and assessments of any type or character charged to the Issuer, the Administrative Agent or to the Trustee affecting the amount available to the Issuer, the Administrative Agent or the Trustee from payments to be received hereunder or in any way arising due to the transactions contemplated hereby (including taxes and assessments assessed or levied by any public agency or governmental authority of whatever character having power to levy taxes or assessments) but excluding any taxes based upon the capital and/or income of the Trustee, the Administrative Agent or any other person other than the Company; provided, however, that the Company shall have the right to protest any such taxes or assessments assessed or levied upon them and that the Company shall have the right to withhold payment of any such taxes or assessments pending disposition of any such protest or contest unless such withholding, protest or contest would materially adversely affect the rights or interests of the Issuer, the Administrative Agent or the Trustee. The forgoing payments shall be billed to the Company and/or ITT Holdings LLC by the Issuer, the Administrative Agent or the Trustee from time to time, together with (x) a statement executed by a duly authorized officer or agent of the Issuer, the Administrative Agent or the Trustee, as the case may be, certifying that the amount billed has been incurred or paid by the Issuer, the Administrative Agent or the Trustee for one or more of the above items, and (y) a copy of the invoice or statement for the amount so incurred or paid. Amounts so billed shall be paid by the Company and ITT Holdings LLC within thirty (30) days after receipt of the b▇▇▇ by the Company or ITT Holdings LLC unless, in the case of expenditures described under clause (iii) above, the Company or ITT Holdings LLC is contesting such amounts in good faith. (c) The Company and ITT Holdings LLC will also pay the reasonable fees and expenses of the Trustee under the Indenture Indenture, including those incurred in connection with the Trustee's indemnification of its agent appointed pursuant to Section 314 of the Indenture, and all other amounts which may be payable to the Trustee under Section 10.02 902 of the Indenture, such amounts to be paid directly to the Trustee for the Trustee’s 's own account as and when such amounts become due and payable, and any reasonable expenses in connection with any redemption of the Notes. The Company will also pay the reasonable fees and expenses of the Paying Agent, any Co-Paying Agent, the Note Registrar, any Co-Note Registrar, any Authenticating Agent, and the agent of the Trustee appointed pursuant to Section 314 of the Indenture, for their services rendered under the Indenture and all advances, counsel fees and other expenses reasonably made or incurred by such Persons in connection with such services. (d) Each of the The Company and ITT Holdings LLC covenants, for the benefit of the Owners of the BondsNotes, to pay or cause to be paid, paid to the Trustee, Trustee such amounts as shall be necessary to enable the Trustee to pay the Purchase Price of Bonds Notes delivered to it for purchase, all as more particularly described in Sections 4.01 303, 304 and 4.02 306 of the Indentureindenture; provided, however, that the obligation of the Company and ITT Holdings LLC to make any such payment under this Section 4.02(d) hereunder shall be reduced by the amount of moneys available for such payment described in subsections (i) or (ii) of Section 4.03(a) 311 of the Indenture; and provided, further, that the obligation of the Company and ITT Holdings LLC to make make. any payment under this subsection (d) hereunder shall be deemed to be satisfied and discharged to the extent of the corresponding payment made by a Credit Provider (if any) under a Credit Facility (if any) or by the Confirming Bank (if any) to the Trustee under the Confirming Letter of Credit (if any). (e) The Credit. In the event the Company should fail to make any of the payments required in this Section, the item or installment so in Default shall promptly notify the Owners and any Prior Owners of any Determination of Taxability. Each continue as an obligation of the Company and ITT Holdings LLC covenants, for until the benefit of the Owners of the Bonds, to pay or cause to be paid to the Trustee when due any other amounts payable under the Bonds, including, but not limited to the following while the Bonds bear interest at a Bank Rate: (i) In the event of a Determination of Taxability (as defined amount in the Indenture), and upon demand of the Owner or any prior Owner, the Company and ITT Holdings LLC shall pay or cause to be paid to the Trustee such additional amount as shall be necessary to provide that interest on the Bonds Default shall have been payable fully paid, and the Company agrees to pay the same with interest thereon, to the extent permitted by law, from the date when such payment was due at the Taxable Adjusted LIBOR Rate (as defined in the Indenture) from the Date of Taxability (as defined in the Indenture). The Company shall promptly notify the Owners and any Prior Owners of any Determination of TaxabilityLate Payment Rate. (ii) Upon a Determination of Non De Minimis Exception Status (as defined in the Indenture), and upon demand of the Owner or any prior Owner, the Company shall pay or cause to be paid to the Trustee such additional amounts as shall be necessary to provide that interest on the Bonds shall have been payable at the Adjusted Non De Minimis Exception Status (as defined in the Indenture). (iii) Upon a Determination of Taxability or a Determination of Non de Minimis Exception Status, the Company and ITT Holdings LLC shall also pay or cause to be paid to the Trustee upon demand of such Owner or prior Owner any taxes, interest, penalties or other charges assessed against or payable by such Owner or prior Owner and attributable to such Determination of Taxability or a determination of Non De Minimis Exception Status and all reasonable administrative, out of pocket and other expenses incurred by such Owner or prior Owner which are attributable to such event, including, without limitation, the costs incurred by such Owner or prior Owner to amend any of its tax returns, notwithstanding the repayment of the entire principal amount of the Bonds or any transfer or assignment of the Bonds. (iv) If there is any Change in Law (as defined in the Revolving Credit Agreement) that increases the cost to the Bank holding the Bonds, then the Company and ITT Holdings LLC shall pay or cause to be paid to the Trustee such additional costs incurred or reduction suffered in accordance with Section 4.11 of the Revolving Credit Agreement, which section is incorporated herein by reference.

Amounts Payable. (a) The Company hereby covenants and agrees to repay the loanprincipal of the loan in installments, as follows: on or before each Interest Payment Date, commencing October 1, 2013, and on or before any other date fixed for redemption or maturity of any or all of the Bonds pursuant to the Indenture, and to pay interest on the loan on or before each Interest Payment Date for the Bonds Date, commencing April 1, 2013, and on or before any other date that fixed for redemption or maturity of any payment of interest, premium, if any, or principal or Purchase Price is required to be made in respect all of the Bonds pursuant to the Indenture, until the principal of, premium, if any, of and interest on the Bonds shall have been fully paid or provision for the payment thereof shall have been made in accordance with the Indenture, in immediately available funds, a sum an amount which, together with any other moneys available for such payment therefor in any account of the Bond Fund, will enable the Trustee to pay the amount payable on such date as Purchase Price or principal of (whether at maturity or upon redemption or acceleration or otherwise), premium, if any, and interest on the Bonds as provided in the Indenture; provided, however, that the obligation . Such payments shall be made in immediately available funds at least one (1) Business Day in advance of the Company to make any payment hereunder shall be deemed satisfied and discharged to the extent of the corresponding payment made by a Credit Provider (if any) to the Trustee under a Credit Facility (if any) or by the Confirming Bank (if any) under the Confirming Letter of Credit (if any). While the Bonds bear interest at a Bank Rate, each of the Company and ITT Holdings LLC agrees to pay (or cause to pay) the Purchase Price on the Bonds when due pursuant to Sections 4.01 and 4.02 of the Indenturedate. It is understood and agreed that all payments payable under this Section 4.02(a) by or on behalf of the Company under subsection (a) of this Section 4.02 are assigned by the Issuer Authority to the Trustee for the benefit of the Owners holders of the Bonds. Each of the The Company and ITT Holdings LLC assents hereby consents to such assignment. The Issuer Authority hereby directs the Company and ITT Holdings LLC Company, and the Company and ITT Holdings LLC hereby agreeagrees, to pay to the Trustee at the Principal Office of the Trustee Trustee’s corporate trust office all payments payable by or on behalf of the Company and/or ITT Holdings LLC pursuant to this subsectionSection 4.02(a). (b) Each The Company will also pay the expenses of the Authority as set forth in Section 2.07, including attorneys’ fees, of the Authority related to the issuance of the Bonds and incurred at or before the issuance and delivery thereof and any fees and expenses, including attorneys’ fees, of the Authority incurred hereafter. (c) The Company and ITT Holdings LLC agrees that it will also pay: (i) All pay the reasonable fees and expenses of the IssuerTrustee and any Paying Agents under the Indenture, such reasonable fees and expenses to be paid directly to the Trustee or any Paying Agents for the Trustee’s or any such Paying Agents’ own account as and when such reasonable actual out-of-pocket fees and expenses become due and costs of issuance payable, and any reasonable expenses in connection with the Bonds and an annual administrative payment payable directly to the Issuer on June 1 of each year in an annual amount equal to 1/10th of 1% any redemption of the principal amount of all Bonds Outstanding on January 2 of each year. Bonds. (d) The administrative Company shall also make any payments shall be used for purposes of paying administrative and related costs of required under the Issuer, but shall not include Trustee fees incurred by the Issuer, and the Issuer agrees that it will notify the Company in writing prior to March 20th of each calendar year hereafter if it shall not waive such administrative payments for such year and, if these fees are not waived, such written notice shall advise the Company of the amount that is to be paid Tax Certificate. (not to exceed 1/10 of 1% per annume) the date on which the payment is due, and where such payment is to be remitted. In the event If the Company should fail to pay such administrative expenses then duemake any of the payments required in this Section 4.02, the payment item or installment so in Default shall continue as an obligation of the Company until the amount in Default shall have been fully paid, and the company Company agrees to pay the same with interest thereon (thereon, to the extent legally enforceable) at a rate per annum equal to permitted by law, from the interest rate in effect from time to time on the Bonds, until paid; and (ii) the reasonable fees and expenses of such accountants, consultants, attorneys and other experts as may be engaged by the Issuer, the Administrative Agent or the Trustee to prepare such audits, financial statements or opinions or provide such other services as are reasonably required under this Agreement, the Indenture or the Tax Regulatory Agreement; and (iii) all taxes and assessments of any type or character charged to the Issuer, the Administrative Agent or to the Trustee affecting the amount available to the Issuer, the Administrative Agent or the Trustee from payments to be received hereunder or in any way arising due to the transactions contemplated hereby (including taxes and assessments assessed or levied by any public agency or governmental authority of whatever character having power to levy taxes or assessments) but excluding any taxes based upon the capital and/or income of the Trustee, the Administrative Agent or any other person other than the Company; provided, however, that the Company shall have the right to protest any such taxes or assessments assessed or levied upon them and that the Company shall have the right to withhold payment of any such taxes or assessments pending disposition of any such protest or contest unless such withholding, protest or contest would materially adversely affect the rights or interests of the Issuer, the Administrative Agent or the Trustee. The forgoing payments shall be billed to the Company and/or ITT Holdings LLC by the Issuer, the Administrative Agent or the Trustee from time to time, together with (x) a statement executed by a duly authorized officer or agent of the Issuer, the Administrative Agent or the Trustee, as the case may be, certifying that the amount billed has been incurred or paid by the Issuer, the Administrative Agent or the Trustee for one or more of the above items, and (y) a copy of the invoice or statement for the amount so incurred or paid. Amounts so billed shall be paid by the Company and ITT Holdings LLC within thirty (30) days after receipt of the b▇▇▇ by the Company or ITT Holdings LLC unless, in the case of expenditures described under clause (iii) above, the Company or ITT Holdings LLC is contesting such amounts in good faith. (c) The Company and ITT Holdings LLC will also pay the reasonable fees and expenses of the Trustee under the Indenture and all other amounts which may be payable to the Trustee under Section 10.02 of the Indenture, such amounts to be paid directly to the Trustee for the Trustee’s own account as and when such amounts become due and payable. (d) Each of the Company and ITT Holdings LLC covenants, for the benefit of the Owners of the Bonds, to pay or cause to be paid, to the Trustee, such amounts as shall be necessary to enable the Trustee to pay the Purchase Price of Bonds delivered to it for purchase, all as more particularly described in Sections 4.01 and 4.02 of the Indenture; provided, however, that the obligation of the Company and ITT Holdings LLC to make any such payment under this Section 4.02(d) shall be reduced by the amount of moneys available for such payment described in Section 4.03(a) of the Indenture; and provided, further, that the obligation of the Company and ITT Holdings LLC to make any payment under this subsection (d) shall be deemed to be satisfied and discharged to the extent of the corresponding payment made by a Credit Provider (if any) under a Credit Facility (if any) or by the Confirming Bank (if any) under the Confirming Letter of Credit (if any). (e) The Company shall promptly notify the Owners and any Prior Owners of any Determination of Taxability. Each of the Company and ITT Holdings LLC covenants, for the benefit of the Owners of the Bonds, to pay or cause to be paid to the Trustee when due any other amounts payable under the Bonds, including, but not limited to the following while the Bonds bear interest at a Bank Rate: (i) In the event of a Determination of Taxability (as defined in the Indenture), and upon demand of the Owner or any prior Owner, the Company and ITT Holdings LLC shall pay or cause to be paid to the Trustee such additional amount as shall be necessary to provide that interest on the Bonds shall have been payable date thereof at the Taxable Adjusted LIBOR Late Payment Rate (as defined in the Indenture) from the Date of Taxability (as defined in the Indenture). The Company shall promptly notify the Owners and any Prior Owners of any Determination of Taxabilityper annum. (ii) Upon a Determination of Non De Minimis Exception Status (as defined in the Indenture), and upon demand of the Owner or any prior Owner, the Company shall pay or cause to be paid to the Trustee such additional amounts as shall be necessary to provide that interest on the Bonds shall have been payable at the Adjusted Non De Minimis Exception Status (as defined in the Indenture). (iii) Upon a Determination of Taxability or a Determination of Non de Minimis Exception Status, the Company and ITT Holdings LLC shall also pay or cause to be paid to the Trustee upon demand of such Owner or prior Owner any taxes, interest, penalties or other charges assessed against or payable by such Owner or prior Owner and attributable to such Determination of Taxability or a determination of Non De Minimis Exception Status and all reasonable administrative, out of pocket and other expenses incurred by such Owner or prior Owner which are attributable to such event, including, without limitation, the costs incurred by such Owner or prior Owner to amend any of its tax returns, notwithstanding the repayment of the entire principal amount of the Bonds or any transfer or assignment of the Bonds. (iv) If there is any Change in Law (as defined in the Revolving Credit Agreement) that increases the cost to the Bank holding the Bonds, then the Company and ITT Holdings LLC shall pay or cause to be paid to the Trustee such additional costs incurred or reduction suffered in accordance with Section 4.11 of the Revolving Credit Agreement, which section is incorporated herein by reference.

Amounts Payable. (a1) The Company Borrower hereby covenants and agrees to repay the loanTaxable Series 2020B Loan, as follows: on or before any Interest Payment Date for the Taxable Series 2020B Bonds or any other date that any payment of interest, premium, if anyprincipal, or principal or Purchase Redemption Price on the Taxable Series 2020B Bonds is required to be made in respect of the Series 2020 Bonds pursuant to the Indenture, until the principal ofpayment of interest, premiumprincipal, if any, and interest or Redemption Price on the Series 2020 Bonds shall have been fully paid or provision for the payment thereof shall have been made in accordance with the Indenture, in immediately available funds, a sum which, together with any other moneys available for such payment in any account the applicable Account of the Bond Fund, Debt Service Fund will enable the Trustee to pay to the Owners of the Series 2020 Bonds the amount due and payable on such date as Purchase interest, principal, or Redemption Price or principal of (whether at maturity or upon redemption or acceleration or otherwise), premium, if any, and interest on the Taxable Series 2020B Bonds as provided in the Indenture; provided, however, that the obligation of the Company to make any payment hereunder shall be deemed satisfied and discharged to the extent of the corresponding payment made by a Credit Provider . (if any2) to the Trustee under a Credit Facility (if any) or by the Confirming Bank (if any) under the Confirming Letter of Credit (if any). While the Bonds bear interest at a Bank Rate, each of the Company and ITT Holdings LLC agrees to pay (or cause to pay) the Purchase Price on the Bonds when due pursuant to Sections 4.01 and 4.02 of the Indenture. It is understood and agreed that all payments payable by or on behalf of the Company under subsection (a) of this Section 4.02 are assigned by the Issuer to the Trustee for the benefit of the Owners of the Bonds. Each of the Company and ITT Holdings LLC assents to such assignment. The Issuer hereby directs the Company and ITT Holdings LLC and Borrower and, subject to the Company and ITT Holdings LLC Indenture or the Collateral Agency Agreement, as applicable, the Borrower hereby agree, agrees to pay to the Trustee at the Principal Designated Payment Office of the Trustee all payments payable by or on behalf the Borrower in respect of the Company and/or ITT Holdings LLC Taxable Series 2020B Loan pursuant to this subsection. (b) Each of The Borrower also shall pay to the Company and ITT Holdings LLC agrees that it will also pay: (i) All of Issuer the Issuer’s reasonable actual out-of-pocket administrative expenses and costs of issuance in connection with the Bonds Taxable Series 2020B Bonds, and an annual administrative payment payable directly to the Issuer on June 1 of each year in an annual amount equal to 1/10th of 1% of the principal amount of all Bonds Outstanding on January 2 of each year. The administrative payments shall be used for purposes of paying administrative any other reasonable fees, costs and related costs of the Issuer, but shall not include Trustee fees expenses incurred by the Issuer, its counsel or its financial advisor under the Indenture, this Senior Loan Agreement or any other Financing Document, as and when the same become due upon submission by the Issuer agrees that it will notify to the Company in writing prior to March 20th Borrower of each calendar year hereafter if it shall not waive such administrative payments for such year and, if these fees are not waived, such written notice shall advise a statement therefor. Without limiting the Company generality of the amount foregoing, the Borrower acknowledges that is to be paid (not to exceed 1/10 of 1% per annum) the date on which the payment is due, and where such payment is to be remitted. In in the event of an examination, inquiry or related action by the Company should fail Internal Revenue Service, SEC or any other Governmental Authority (having jurisdiction with respect to pay such administrative expenses then duethe Series 2020 Bonds or the Project) with respect to the Series 2020 Bonds or the exclusion of interest thereon from the gross income of the holders thereof for federal income tax purposes, the payment shall continue Issuer may be treated as an obligation of the Company until the amount shall have been fully paidresponsible party, and the company Borrower agrees to pay the same with interest thereon (respond promptly and thoroughly to the extent legally enforceable) at a rate per annum equal reasonable satisfaction of the Issuer, its counsel and its financial advisor to such examination, inquiry or related action on behalf of the interest rate in effect from time to time on Issuer, and shall pay all costs and expenses of the BondsIssuer, until paid; and (ii) the reasonable its counsel and its financial advisor associated with such examination, inquiry or action, including without limitation, any and all costs, fees and expenses of such accountants, consultants, attorneys the Issuer and other experts as may be engaged by its counsel. The Borrower shall indemnify and hold harmless the Issuer, the Administrative Agent its counsel and its financial advisor against any and all costs, losses, claims, penalties, damages or the Trustee to prepare liability of or resulting from such auditsexamination, financial statements inquiry or opinions or provide such other services as are reasonably required under this Agreement, the Indenture or the Tax Regulatory Agreement; and (iii) all taxes and assessments of any type or character charged to the Issuer, the Administrative Agent or to the Trustee affecting the amount available to the Issuer, the Administrative Agent or the Trustee from payments to be received hereunder or in any way arising due to the transactions contemplated hereby (including taxes and assessments assessed or levied by any public agency or governmental authority of whatever character having power to levy taxes or assessments) but excluding any taxes based upon the capital and/or income of the Trustee, the Administrative Agent or any other person other than the Company; provided, however, that the Company shall have the right to protest any such taxes or assessments assessed or levied upon them and that the Company shall have the right to withhold payment of any such taxes or assessments pending disposition of any such protest or contest unless such withholding, protest or contest would materially adversely affect the rights or interests of the Issuer, the Administrative Agent or the Trustee. The forgoing payments shall be billed to the Company and/or ITT Holdings LLC related action by the Issuer, the Administrative Agent or the Trustee from time to time, together with (x) a statement executed by a duly authorized officer or agent of the Issuer, the Administrative Agent or the Trustee, as the case may be, certifying that the amount billed has been incurred or paid by the Issuer, the Administrative Agent or the Trustee for one or more of the above items, and (y) a copy of the invoice or statement for the amount so incurred or paid. Amounts so billed shall be paid by the Company and ITT Holdings LLC within thirty (30) days after receipt of the b▇▇▇ by the Company or ITT Holdings LLC unless, in the case of expenditures described under clause (iii) above, the Company or ITT Holdings LLC is contesting such amounts in good faithInternal Revenue Service. (c) The Company and ITT Holdings LLC Borrower also will also pay pro rata the reasonable fees and expenses of the Trustee under Trustee, including without limitation any fees or expenses incurred pursuant to Section 8.2(b) of the Indenture Indenture, and all other amounts which may be payable to the Trustee under Section 10.02 the terms of the Indenture, such amounts to be paid directly to Indenture or in accordance with any contractual arrangement between the Borrower and the Trustee for the Trustee’s own account as and when such amounts become due and payablewith respect thereto. (d) Each In the event that the Borrower should fail to make any of the Company and ITT Holdings LLC covenantspayments required in this Section, for the benefit amount so in default shall continue as an obligation of the Owners of Borrower until the Bondsamount in default shall have been fully paid, and the Borrower agrees to pay or cause to be paidthe same with interest thereon, to the Trustee, such amounts as shall be necessary to enable extent provided under the Indenture or under the fee agreement between the Borrower and the Trustee to pay or as permitted by law, from the Purchase Price of Bonds delivered to it for purchase, all as more particularly described in Sections 4.01 and 4.02 of the Indenture; provided, however, that the obligation of the Company and ITT Holdings LLC to make any date when such payment under this Section 4.02(d) shall be reduced by the amount of moneys available for such payment described in Section 4.03(a) of the Indenture; and providedwas due, further, that the obligation of the Company and ITT Holdings LLC to make any payment under this subsection (d) shall be deemed to be satisfied and discharged at a rate per year equal to the extent of the corresponding payment made by a Credit Provider (if any) under a Credit Facility (if any) or by the Confirming Bank (if any) under the Confirming Letter of Credit (if any)highest yield on any Outstanding Series 2020 Bonds. (e) The Company shall promptly notify To the Owners and extent any Prior Owners of moneys have been deposited by the Borrower, or on the Borrower’s behalf, into any Determination of Taxability. Each Account or subaccount of the Company and ITT Holdings LLC covenants, Debt Service Fund for the benefit purpose of paying interest on and principal of the Owners of Taxable Series 2020B Bonds when due, the Bonds, to pay or cause to be paid Borrower’s payment obligations pursuant this Section 4.01 with respect to the Trustee when due any other amounts payable under the Bondsapplicable Interest Payment, includingPrincipal Payment, but not limited to the following while the Bonds bear interest at a Bank Rate: (i) In the event of a Determination of Taxability (as defined in the Indenture), and upon demand of the Owner mandatory tender or any prior Owner, the Company and ITT Holdings LLC shall pay or cause to be paid to the Trustee such additional amount as shall be necessary to provide that interest on the Bonds shall have been payable at the Taxable Adjusted LIBOR Rate (as defined in the Indenture) from the Date of Taxability (as defined in the Indenture). The Company shall promptly notify the Owners and any Prior Owners of any Determination of Taxability. (ii) Upon a Determination of Non De Minimis Exception Status (as defined in the Indenture), and upon demand of the Owner or any prior Owner, the Company shall pay or cause to be paid to the Trustee such additional amounts as shall be necessary to provide that interest on the Bonds shall have been payable at the Adjusted Non De Minimis Exception Status (as defined in the Indenture). (iii) Upon a Determination of Taxability or a Determination of Non de Minimis Exception Status, the Company and ITT Holdings LLC shall also pay or cause to be paid to the Trustee upon demand redemption of such Owner or prior Owner any taxes, interest, penalties or other charges assessed against or payable by such Owner or prior Owner and attributable to such Determination of Taxability or a determination of Non De Minimis Exception Status and all reasonable administrative, out of pocket and other expenses incurred by such Owner or prior Owner which are attributable to such event, including, without limitation, the costs incurred by such Owner or prior Owner to amend any of its tax returns, notwithstanding the repayment of the entire principal amount of the Bonds or any transfer or assignment of the Bondswill be deemed satisfied. (iv) If there is any Change in Law (as defined in the Revolving Credit Agreement) that increases the cost to the Bank holding the Bonds, then the Company and ITT Holdings LLC shall pay or cause to be paid to the Trustee such additional costs incurred or reduction suffered in accordance with Section 4.11 of the Revolving Credit Agreement, which section is incorporated herein by reference.

Amounts Payable. (a) The Company hereby covenants and agrees to Borrower shall repay the loan, Loan in installments payable to the Trustee as follows: on or before any Interest Payment Date for : (i) the Bonds or any other date that any payment of interest, premium, if any, or principal or Purchase Price is required to be made in respect of the Bonds pursuant to the Indenture, until the principal of, premium, if any, and interest Loan shall be repaid annually on the Bonds shall have been fully paid or provision for the payment thereof shall have been made Principal Payment Dates, in accordance with the Indentureschedule set forth in Exhibit A-2 attached hereto and made a part hereof, as the same may be amended or modified by any credits applicable to the Borrower as set forth in the Bond Resolution; (ii) the Interest Portion described in clause (i) of the definition thereof shall be paid semiannually on the Interest Payment Dates, in immediately available fundsaccordance with the schedule set forth in Exhibit A-2 attached hereto and made a part hereof, a sum which, together with as the same may be amended or modified by any other moneys available for such payment credits applicable to the Borrower as set forth in any account the Bond Resolution; and (iii) the Interest Portion described in clause (ii) of the definition thereof shall be paid upon the date of optional redemption or acceleration, as the case may be, of the Trust Bonds allocable to any prepaid or accelerated Trust Bond FundLoan Repayment. The obligations of the Borrower under the Borrower Bond shall be deemed to be amounts payable under this Section 3.03. Each Loan Repayment, will enable whether satisfied through a direct payment by the Borrower to the Trustee or (with respect to the Interest Portion) through the use of Trust Bond proceeds and income thereon on deposit in the Interest Account (as defined in the Bond Resolution) to pay the amount payable on such date as Purchase Price or principal of (whether at maturity or upon redemption or acceleration or otherwise), premium, if any, and interest on the Bonds as provided Trust Bonds, shall be deemed to be a credit against the corresponding obligation of the Borrower under this Section 3.03 and shall fulfill the Borrower’s obligation to pay such amount hereunder and under the Borrower Bond. Each payment made to the Trustee pursuant to this Section 3.03 shall be applied first to the Interest Portion then due and payable, second to the principal of the Loan then due and payable, third to the payment of the Administrative Fee, and finally to the payment of any late charges hereunder. (b) The Interest on the Loan described in clause (iii) of the Indenturedefinition thereof shall (i) consist of a late charge for any Trust Bond Loan Repayment that is received by the Trustee later than the tenth (10th) day following its due date and (ii) be payable immediately thereafter in an amount equal to the greater of twelve percent (12%) per annum or the Prime Rate plus one half of one percent per annum on such late payment from its due date to the date it is actually paid; provided, however, that the obligation rate of the Company to make any payment hereunder shall be deemed satisfied and discharged to the extent of the corresponding payment made by a Credit Provider (if any) to the Trustee under a Credit Facility (if any) or by the Confirming Bank (if any) under the Confirming Letter of Credit (if any). While the Bonds bear interest at a Bank Rate, each of the Company and ITT Holdings LLC agrees to pay (or cause to pay) the Purchase Price Interest on the Bonds when due pursuant to Sections 4.01 and 4.02 of the Indenture. It is understood and agreed that all payments payable by or on behalf of the Company under subsection (a) of this Section 4.02 are assigned by the Issuer to the Trustee for the benefit of the Owners of the Bonds. Each of the Company and ITT Holdings LLC assents to such assignment. The Issuer hereby directs the Company and ITT Holdings LLC and the Company and ITT Holdings LLC hereby agreeLoan, to pay to the Trustee at the Principal Office of the Trustee all payments payable by or on behalf of the Company and/or ITT Holdings LLC pursuant to this subsection. (b) Each of the Company and ITT Holdings LLC agrees that it will also pay: (i) All of the Issuer’s reasonable actual out-of-pocket expenses and costs of issuance in connection with the Bonds and an annual administrative including, without limitation, any late payment payable directly to the Issuer on June 1 of each year in an annual amount equal to 1/10th of 1% of the principal amount of all Bonds Outstanding on January 2 of each year. The administrative payments shall be used for purposes of paying administrative and related costs of the Issuercharges incurred hereunder, but shall not include Trustee fees incurred by exceed the Issuer, and the Issuer agrees that it will notify the Company in writing prior to March 20th of each calendar year hereafter if it shall not waive such administrative payments for such year and, if these fees are not waived, such written notice shall advise the Company of the amount that is to be paid (not to exceed 1/10 of 1% per annum) the date on which the payment is due, and where such payment is to be remitted. In the event the Company should fail to pay such administrative expenses then due, the payment shall continue as an obligation of the Company until the amount shall have been fully paid, and the company agrees to pay the same with interest thereon (to the extent legally enforceable) at a rate per annum equal to the maximum interest rate in effect from time to time on the Bonds, until paid; and (ii) the reasonable fees and expenses of such accountants, consultants, attorneys and other experts as may be engaged permitted by the Issuer, the Administrative Agent or the Trustee to prepare such audits, financial statements or opinions or provide such other services as are reasonably required under this Agreement, the Indenture or the Tax Regulatory Agreement; and (iii) all taxes and assessments of any type or character charged to the Issuer, the Administrative Agent or to the Trustee affecting the amount available to the Issuer, the Administrative Agent or the Trustee from payments to be received hereunder or in any way arising due to the transactions contemplated hereby (including taxes and assessments assessed or levied by any public agency or governmental authority of whatever character having power to levy taxes or assessments) but excluding any taxes based upon the capital and/or income of the Trustee, the Administrative Agent or any other person other than the Company; provided, however, that the Company shall have the right to protest any such taxes or assessments assessed or levied upon them and that the Company shall have the right to withhold payment of any such taxes or assessments pending disposition of any such protest or contest unless such withholding, protest or contest would materially adversely affect the rights or interests of the Issuer, the Administrative Agent or the Trustee. The forgoing payments shall be billed to the Company and/or ITT Holdings LLC by the Issuer, the Administrative Agent or the Trustee from time to time, together with (x) a statement executed by a duly authorized officer or agent of the Issuer, the Administrative Agent or the Trustee, as the case may be, certifying that the amount billed has been incurred or paid by the Issuer, the Administrative Agent or the Trustee for one or more of the above items, and (y) a copy of the invoice or statement for the amount so incurred or paid. Amounts so billed shall be paid by the Company and ITT Holdings LLC within thirty (30) days after receipt of the b▇▇▇ by the Company or ITT Holdings LLC unless, in the case of expenditures described under clause (iii) above, the Company or ITT Holdings LLC is contesting such amounts in good faithlaw. (c) The Company and ITT Holdings LLC will also pay the reasonable fees and expenses Borrower shall receive, as a credit against its semiannual payment obligations of the Trustee Interest Portion, the amounts certified by the Trust pursuant to Section 5.10 of the Bond Resolution. Such amounts shall represent the Borrower’s allocable share of the interest earnings on certain funds and accounts established under the Indenture and all other amounts which may be payable to the Trustee under Bond Resolution, calculated in accordance with Section 10.02 5.10 of the Indenture, such amounts to be paid directly to the Trustee for the Trustee’s own account as and when such amounts become due and payableBond Resolution. (d) Each In accordance with the provisions of the Company and ITT Holdings LLC covenantsBond Resolution, for the benefit Borrower shall receive, as a credit against its Trust Bond Loan Repayments, the amounts set forth in the certificate of the Owners of the Bonds, to pay or cause to be paid, to the Trustee, such amounts as shall be necessary to enable Trust filed with the Trustee pursuant to pay the Purchase Price of Bonds delivered to it for purchase, all as more particularly described in Sections 4.01 and 4.02 of the Indenture; provided, however, that the obligation of the Company and ITT Holdings LLC to make any such payment under this Section 4.02(d) shall be reduced by the amount of moneys available for such payment described in Section 4.03(a5.02(4) of the Indenture; and provided, further, that the obligation of the Company and ITT Holdings LLC to make any payment under this subsection (d) shall be deemed to be satisfied and discharged to the extent of the corresponding payment made by a Credit Provider (if any) under a Credit Facility (if any) or by the Confirming Bank (if any) under the Confirming Letter of Credit (if any)Bond Resolution. (e) The Company shall promptly notify Interest on the Owners and any Prior Owners of any Determination of Taxability. Each Loan described in clause (ii) of the Company and ITT Holdings LLC covenants, for definition thereof shall be paid by the benefit Borrower in the amount of one-half of the Owners of the BondsAdministrative Fee, to pay or cause to be paid if any, to the Trustee when due any other amounts payable under the Bondssemiannually on each February 1 and August 1, includingcommencing August 1, but not limited to the following while the Bonds bear interest at a Bank Rate: (i) In the event of a Determination of Taxability (as defined in the Indenture), and upon demand of the Owner or any prior Owner, the Company and ITT Holdings LLC shall pay or cause to be paid to the Trustee such additional amount as shall be necessary to provide that interest on the Bonds shall have been payable at the Taxable Adjusted LIBOR Rate (as defined in the Indenture) from the Date of Taxability (as defined in the Indenture). The Company shall promptly notify the Owners and any Prior Owners of any Determination of Taxability2012. (iif) Upon The Borrower hereby agrees to pay to the Trust at the Loan Closing a Determination of Non De Minimis Exception Status (as defined “Security Review Fee” in the Indenture), and upon demand of the Owner or any prior Owner, the Company shall pay or cause to be paid to the Trustee such additional amounts as shall be amount necessary to provide that interest on reimburse the Bonds shall have been payable at the Adjusted Non De Minimis Exception Status (as defined in the Indenture). (iii) Upon a Determination Trust for all of Taxability or a Determination of Non de Minimis Exception Status, the Company its costs and ITT Holdings LLC shall also pay or cause to be paid to the Trustee upon demand of such Owner or prior Owner any taxes, interest, penalties or other charges assessed against or payable by such Owner or prior Owner and attributable to such Determination of Taxability or a determination of Non De Minimis Exception Status and all reasonable administrative, out of pocket and other expenses incurred in connection with reviewing the additional security securing the Trust Loan as set forth in Exhibit F hereto, if any, including without limitation the fees and expenses of any professional advisers hired by such Owner or prior Owner which are attributable to such event, including, without limitation, the costs incurred by such Owner or prior Owner to amend any of its tax returns, notwithstanding the repayment of the entire principal amount of the Bonds or any transfer or assignment of the BondsTrust in connection therewith. (iv) If there is any Change in Law (as defined in the Revolving Credit Agreement) that increases the cost to the Bank holding the Bonds, then the Company and ITT Holdings LLC shall pay or cause to be paid to the Trustee such additional costs incurred or reduction suffered in accordance with Section 4.11 of the Revolving Credit Agreement, which section is incorporated herein by reference.

Amounts Payable. (a) The Company hereby covenants and City agrees to repay pay to Issuer the loan, purchase price of the Project in installments as follows: on that day which is three (3) business days prior to each date on which principal of or before any Interest Payment Date for interest on the Bonds or any other date that any payment is payable, an amount sufficient when added to funds on hand at such time in the Bond Fund to pay the amount of interest, premium, if any, or principal or Purchase Price is required to be made in respect of the Bonds pursuant to the Indenture, until the principal ofprincipal, premium, if any, and interest required to be paid with respect to the Bonds on such date. (b) The City agrees to pay to the Trustee until the principal of and the interest on the Bonds shall have been fully paid or provision for the payment thereof shall have been made in accordance with the Indenture, in immediately available funds, a sum which, together with any other moneys available for such payment in any account of the Bond Fund, will enable the Trustee to pay the full (i) an amount payable on such date as Purchase Price or principal of (whether at maturity or upon redemption or acceleration or otherwise), premium, if any, and interest on the Bonds as provided in the Indenture; provided, however, that the obligation of the Company to make any payment hereunder shall be deemed satisfied and discharged equal to the extent annual fee of the corresponding payment made by a Credit Provider (if any) to the Trustee under a Credit Facility (if any) or by the Confirming Bank (if any) under the Confirming Letter of Credit (if any). While the Bonds bear interest at a Bank Rate, each of the Company and ITT Holdings LLC agrees to pay (or cause to pay) the Purchase Price on the Bonds when due pursuant to Sections 4.01 and 4.02 of the Indenture. It is understood and agreed that all payments payable by or on behalf of the Company under subsection (a) of this Section 4.02 are assigned by the Issuer to the Trustee for the benefit of the Owners of the Bonds. Each of the Company and ITT Holdings LLC assents to such assignment. The Issuer hereby directs the Company and ITT Holdings LLC and the Company and ITT Holdings LLC hereby agree, to pay to the Trustee at the Principal Office Ordinary Services of the Trustee all payments payable by or on behalf of rendered and its Ordinary Expenses incurred under the Company and/or ITT Holdings LLC pursuant to this subsection. (b) Each of the Company and ITT Holdings LLC agrees that it will also pay: (i) All of the Issuer’s reasonable actual out-of-pocket expenses and costs of issuance in connection with the Bonds and an annual administrative payment payable directly to the Issuer on June 1 of each year in an annual amount equal to 1/10th of 1% of the principal amount of all Bonds Outstanding on January 2 of each year. The administrative payments shall be used for purposes of paying administrative and related costs of the IssuerIndenture, but shall not include Trustee fees incurred by the Issuer, and the Issuer agrees that it will notify the Company in writing prior to March 20th of each calendar year hereafter if it shall not waive such administrative payments for such year and, if these fees are not waived, such written notice shall advise the Company of the amount that is to be paid (not to exceed 1/10 of 1% per annum) the date on which the payment is due, and where such payment is to be remitted. In the event the Company should fail to pay such administrative expenses then due, the payment shall continue as an obligation of the Company until the amount shall have been fully paid, and the company agrees to pay the same with interest thereon (to the extent legally enforceable) at a rate per annum equal to the interest rate in effect from time to time on the Bonds, until paid; and (ii) the reasonable fees and expenses charges of such accountants, consultants, attorneys and other experts as may be engaged by the Issuer, the Administrative Agent or the Trustee to prepare such auditsand any other paying agent for acting as paying agent and as Bond Registrar and the reasonable fees of Trustee’s Counsel as provided in the Indenture, financial statements or opinions or provide such other services as are reasonably required under this Agreementand when the same become due, the Indenture or the Tax Regulatory Agreement; and and (iii) all taxes the reasonable fees and assessments charges of any type or character charged to the Issuer, the Administrative Agent or to the Trustee affecting the amount available to the Issuer, the Administrative Agent or the Trustee from payments to be received hereunder or in any way arising due to the transactions contemplated hereby (including taxes and assessments assessed or levied by any public agency or governmental authority of whatever character having power to levy taxes or assessments) but excluding any taxes based upon the capital and/or income of the Trustee, the Administrative Agent or any other person other than the Company; provided, however, that the Company shall have the right to protest any such taxes or assessments assessed or levied upon them and that the Company shall have the right to withhold payment of any such taxes or assessments pending disposition of any such protest or contest unless such withholding, protest or contest would materially adversely affect the rights or interests of the Issuer, the Administrative Agent or the Trustee. The forgoing payments shall be billed to the Company and/or ITT Holdings LLC by the Issuer, the Administrative Agent or the Trustee from time to time, together with (x) a statement executed by a duly authorized officer or agent of the Issuer, the Administrative Agent or the Trustee, as the case may be, certifying that the amount billed has been incurred or paid by the Issuer, the Administrative Agent or the Trustee for one or more of Extraordinary Services rendered by it and Extraordinary Expenses incurred by it, as and when the above items, and (y) a copy of the invoice or statement for the amount so incurred or paid. Amounts so billed shall be paid by the Company and ITT Holdings LLC within thirty (30) days after receipt of the b▇▇▇ by the Company or ITT Holdings LLC unless, in the case of expenditures described under clause (iii) above, the Company or ITT Holdings LLC is contesting such amounts in good faithsame become due. (c) The Company and ITT Holdings LLC will also pay In the reasonable fees and expenses event City should fail to make any of the Trustee under payments required in this Section 5.2, the Indenture and all other amounts which may item or installment so in default shall continue as an obligation of City until the amount in default shall have been fully paid. The provisions of this Section 5.2 shall be payable subject to the Trustee under provisions of Section 10.02 of the Indenture, such amounts to be paid directly to the Trustee for the Trustee’s own account as and when such amounts become due and payable8.9. (d) Each It is agreed by the parties hereto that any amounts remaining in the Bond Fund upon expiration or earlier termination of the Company and ITT Holdings LLC covenantsAgreement Term, for the benefit as provided in this Agreement, after payment in full of the Owners Bonds (or provision for payment thereof having been made in accordance with the provisions of the BondsIndenture), payment of the fees and expenses of Trustee and any paying agents in accordance with the Indenture shall belong to pay and be paid to Issuer or cause to be paidCity, as agreed by Issuer and City and certified in writing to the Trustee, by Trustee as the return of an overpayment of payments. If agreement is not reached, such amounts as moneys shall be necessary to enable the Trustee to pay the Purchase Price of Bonds delivered to it for purchase, all as more particularly described in Sections 4.01 and 4.02 of the Indenture; provided, however, that the obligation of the Company and ITT Holdings LLC to make any such payment under this Section 4.02(d) shall be reduced by the amount of moneys available for such payment described in Section 4.03(a) of the Indenture; and provided, further, that the obligation of the Company and ITT Holdings LLC to make any payment under this subsection (d) shall be deemed to be satisfied and discharged to the extent of the corresponding payment made by a Credit Provider (if any) under a Credit Facility (if any) or by the Confirming Bank (if any) under the Confirming Letter of Credit (if any). (e) The Company shall promptly notify the Owners and any Prior Owners of any Determination of Taxability. Each of the Company and ITT Holdings LLC covenants, for the benefit of the Owners of the Bonds, to pay or cause to be paid to the Trustee when due any other amounts payable under the Bonds, including, but not limited to the following while the Bonds bear interest at a Bank Rate: (i) In the event of a Determination of Taxability (as defined in the Indenture), and upon demand of the Owner or any prior Owner, the Company and ITT Holdings LLC shall pay or cause to be paid to the Trustee such additional amount as shall be necessary to provide that interest on the Bonds shall have been payable at the Taxable Adjusted LIBOR Rate (as defined in the Indenture) from the Date of Taxability (as defined in the Indenture). The Company shall promptly notify the Owners and any Prior Owners of any Determination of TaxabilityIssuer. (ii) Upon a Determination of Non De Minimis Exception Status (as defined in the Indenture), and upon demand of the Owner or any prior Owner, the Company shall pay or cause to be paid to the Trustee such additional amounts as shall be necessary to provide that interest on the Bonds shall have been payable at the Adjusted Non De Minimis Exception Status (as defined in the Indenture). (iii) Upon a Determination of Taxability or a Determination of Non de Minimis Exception Status, the Company and ITT Holdings LLC shall also pay or cause to be paid to the Trustee upon demand of such Owner or prior Owner any taxes, interest, penalties or other charges assessed against or payable by such Owner or prior Owner and attributable to such Determination of Taxability or a determination of Non De Minimis Exception Status and all reasonable administrative, out of pocket and other expenses incurred by such Owner or prior Owner which are attributable to such event, including, without limitation, the costs incurred by such Owner or prior Owner to amend any of its tax returns, notwithstanding the repayment of the entire principal amount of the Bonds or any transfer or assignment of the Bonds. (iv) If there is any Change in Law (as defined in the Revolving Credit Agreement) that increases the cost to the Bank holding the Bonds, then the Company and ITT Holdings LLC shall pay or cause to be paid to the Trustee such additional costs incurred or reduction suffered in accordance with Section 4.11 of the Revolving Credit Agreement, which section is incorporated herein by reference.

Amounts Payable. (a) The Company hereby covenants and agrees to Borrower shall repay the loan, Loan in installments payable to the Trustee as follows: on or before any Interest Payment Date for : (i) the Bonds or any other date that any payment of interest, premium, if any, or principal or Purchase Price is required to be made in respect of the Bonds pursuant to the Indenture, until the principal of, premium, if any, and interest Loan shall be repaid annually on the Bonds shall have been fully paid or provision for the payment thereof shall have been made Principal Payment Dates, in accordance with the Indentureschedule set forth in Exhibit A-2 attached hereto and made a part hereof, as the same may be amended or modified by any credits applicable to the Borrower as set forth in the Bond Resolution; (ii) the Interest Portion described in clause (i) of the definition thereof shall be paid semiannually on the Interest Payment Dates, in immediately available fundsaccordance with the schedule set forth in Exhibit A-2 attached hereto and made a part hereof, a sum which, together with as the same may be amended or modified by any other moneys available for such payment credits applicable to the Borrower as set forth in any account the Bond Resolution; and (iii) the Interest Portion described in clause (ii) of the definition thereof shall be paid upon the date of optional redemption or acceleration, as the case may be, of the I-Bank Bonds allocable to any prepaid or accelerated I-Bank Bond FundLoan Repayment. The obligations of the Borrower under the Borrower Bond shall be deemed to be amounts payable under this Section 3.03. Each Loan Repayment, will enable whether satisfied through a direct payment by the Borrower to the Trustee or (with respect to the Interest Portion) through the use of I-Bank Bond proceeds and income thereon on deposit in the Interest Account (as defined in the Bond Resolution) to pay the amount payable on such date as Purchase Price or principal of (whether at maturity or upon redemption or acceleration or otherwise), premium, if any, and interest on the Bonds as provided I-Bank Bonds, shall be deemed to be a credit against the corresponding obligation of the Borrower under this Section 3.03 and shall fulfill the Borrower’s obligation to pay such amount hereunder and under the Borrower Bond. Each payment made to the Trustee pursuant to this Section 3.03 shall be applied first to the Interest Portion then due and payable, second to the principal of the Loan then due and payable, third to the payment of the Administrative Fee, and finally to the payment of any late charges hereunder. (b) The Interest on the Loan described in clause (iii) of the Indenturedefinition thereof shall (i) consist of a late charge for any I-Bank Bond Loan Repayment that is received by the Trustee later than its due date and (ii) be payable immediately thereafter in an amount equal to the greater of twelve percent (12%) per annum or the Prime Rate plus one half of one percent per annum on such late payment from its due date to the date it is actually paid; provided, however, that the obligation rate of the Company to make any payment hereunder shall be deemed satisfied and discharged to the extent of the corresponding payment made by a Credit Provider (if any) to the Trustee under a Credit Facility (if any) or by the Confirming Bank (if any) under the Confirming Letter of Credit (if any). While the Bonds bear interest at a Bank Rate, each of the Company and ITT Holdings LLC agrees to pay (or cause to pay) the Purchase Price Interest on the Bonds when due pursuant to Sections 4.01 and 4.02 of the Indenture. It is understood and agreed that all payments payable by or on behalf of the Company under subsection (a) of this Section 4.02 are assigned by the Issuer to the Trustee for the benefit of the Owners of the Bonds. Each of the Company and ITT Holdings LLC assents to such assignment. The Issuer hereby directs the Company and ITT Holdings LLC and the Company and ITT Holdings LLC hereby agreeLoan, to pay to the Trustee at the Principal Office of the Trustee all payments payable by or on behalf of the Company and/or ITT Holdings LLC pursuant to this subsection. (b) Each of the Company and ITT Holdings LLC agrees that it will also pay: (i) All of the Issuer’s reasonable actual out-of-pocket expenses and costs of issuance in connection with the Bonds and an annual administrative including, without limitation, any late payment payable directly to the Issuer on June 1 of each year in an annual amount equal to 1/10th of 1% of the principal amount of all Bonds Outstanding on January 2 of each year. The administrative payments shall be used for purposes of paying administrative and related costs of the Issuercharges incurred hereunder, but shall not include Trustee fees incurred by exceed the Issuer, and the Issuer agrees that it will notify the Company in writing prior to March 20th of each calendar year hereafter if it shall not waive such administrative payments for such year and, if these fees are not waived, such written notice shall advise the Company of the amount that is to be paid (not to exceed 1/10 of 1% per annum) the date on which the payment is due, and where such payment is to be remitted. In the event the Company should fail to pay such administrative expenses then due, the payment shall continue as an obligation of the Company until the amount shall have been fully paid, and the company agrees to pay the same with interest thereon (to the extent legally enforceable) at a rate per annum equal to the maximum interest rate in effect from time to time on the Bonds, until paid; and (ii) the reasonable fees and expenses of such accountants, consultants, attorneys and other experts as may be engaged permitted by the Issuer, the Administrative Agent or the Trustee to prepare such audits, financial statements or opinions or provide such other services as are reasonably required under this Agreement, the Indenture or the Tax Regulatory Agreement; and (iii) all taxes and assessments of any type or character charged to the Issuer, the Administrative Agent or to the Trustee affecting the amount available to the Issuer, the Administrative Agent or the Trustee from payments to be received hereunder or in any way arising due to the transactions contemplated hereby (including taxes and assessments assessed or levied by any public agency or governmental authority of whatever character having power to levy taxes or assessments) but excluding any taxes based upon the capital and/or income of the Trustee, the Administrative Agent or any other person other than the Company; provided, however, that the Company shall have the right to protest any such taxes or assessments assessed or levied upon them and that the Company shall have the right to withhold payment of any such taxes or assessments pending disposition of any such protest or contest unless such withholding, protest or contest would materially adversely affect the rights or interests of the Issuer, the Administrative Agent or the Trustee. The forgoing payments shall be billed to the Company and/or ITT Holdings LLC by the Issuer, the Administrative Agent or the Trustee from time to time, together with (x) a statement executed by a duly authorized officer or agent of the Issuer, the Administrative Agent or the Trustee, as the case may be, certifying that the amount billed has been incurred or paid by the Issuer, the Administrative Agent or the Trustee for one or more of the above items, and (y) a copy of the invoice or statement for the amount so incurred or paid. Amounts so billed shall be paid by the Company and ITT Holdings LLC within thirty (30) days after receipt of the b▇▇▇ by the Company or ITT Holdings LLC unless, in the case of expenditures described under clause (iii) above, the Company or ITT Holdings LLC is contesting such amounts in good faithlaw. (c) The Company and ITT Holdings LLC will also pay the reasonable fees and expenses Borrower shall receive, as a credit against its semiannual payment obligations of the Trustee Interest Portion, the amounts, if any, certified by the I-Bank pursuant to Section 5.10 of the Bond Resolution. Such amounts shall represent the Borrower’s allocable share of the interest earnings on certain funds and accounts established under the Indenture Bond Resolution, as calculated and all other amounts which may be payable to the Trustee under determined in accordance with Section 10.02 5.10 of the Indenture, such amounts to be paid directly to the Trustee for the Trustee’s own account as and when such amounts become due and payableBond Resolution. (d) Each In accordance with the provisions of the Company and ITT Holdings LLC covenantsBond Resolution, for the benefit Borrower shall receive, as a credit against its I-Bank Bond Loan Repayments, the amounts, if any, set forth in the certificate of the Owners of the Bonds, to pay or cause to be paid, to the Trustee, such amounts as shall be necessary to enable I-Bank filed with the Trustee pursuant to pay the Purchase Price of Bonds delivered to it for purchase, all as more particularly described in Sections 4.01 and 4.02 of the Indenture; provided, however, that the obligation of the Company and ITT Holdings LLC to make any such payment under this Section 4.02(d) shall be reduced by the amount of moneys available for such payment described in Section 4.03(a5.02(4) of the Indenture; and provided, further, that the obligation of the Company and ITT Holdings LLC to make any payment under this subsection (d) shall be deemed to be satisfied and discharged to the extent of the corresponding payment made by a Credit Provider (if any) under a Credit Facility (if any) or by the Confirming Bank (if any) under the Confirming Letter of Credit (if any)Bond Resolution. (e) The Company shall promptly notify Interest on the Owners and any Prior Owners of any Determination of Taxability. Each Loan described in clause (ii) of the Company and ITT Holdings LLC covenants, for definition thereof shall be paid by the benefit Borrower in the amount of one-half of the Owners of the BondsAdministrative Fee, to pay or cause to be paid if any, to the Trustee when due any other amounts payable under the Bondssemiannually on each February 1 and August 1, includingcommencing August 1, but not limited to the following while the Bonds bear interest at a Bank Rate:2018. (if) In the event of a Determination of Taxability (The “DEP Loan Surcharge or Loan Origination Fee” as defined in Section 8 of Exhibit B attached hereto and made a part hereof, as additionally identified in Exhibit A-2 attached hereto and made a part hereof, (the Indenture), and upon demand of the Owner or any prior Owner, the Company and ITT Holdings LLC “DEP Fee”) shall pay or cause to be paid by the Borrower to the Trustee on the date indicated therein in satisfaction of the payment obligation of the Borrower to the Department, and the obligation of the Borrower with respect to the payment of such additional amount as DEP Fee shall be necessary to provide that interest on the Bonds shall have been payable at the Taxable Adjusted LIBOR Rate (as defined in the Indenture) from the Date of Taxability (as defined in the Indenture). The Company shall promptly notify the Owners and any Prior Owners of any Determination of Taxability. (ii) Upon a Determination of Non De Minimis Exception Status (as defined in the Indenture), and upon demand an obligation of the Owner or any prior Owner, Borrower under the Company shall pay or cause Borrower Bond and an amount payable pursuant to be paid to the Trustee such additional amounts as shall be necessary to provide that interest on the Bonds shall have been payable at the Adjusted Non De Minimis Exception Status (as defined in the Indenture)this Section 3. (iii) Upon a Determination of Taxability or a Determination of Non de Minimis Exception Status, the Company and ITT Holdings LLC shall also pay or cause to be paid to the Trustee upon demand of such Owner or prior Owner any taxes, interest, penalties or other charges assessed against or payable by such Owner or prior Owner and attributable to such Determination of Taxability or a determination of Non De Minimis Exception Status and all reasonable administrative, out of pocket and other expenses incurred by such Owner or prior Owner which are attributable to such event, including, without limitation, the costs incurred by such Owner or prior Owner to amend any of its tax returns, notwithstanding the repayment of the entire principal amount of the Bonds or any transfer or assignment of the Bonds. (iv) If there is any Change in Law (as defined in the Revolving Credit Agreement) that increases the cost to the Bank holding the Bonds, then the Company and ITT Holdings LLC shall pay or cause to be paid to the Trustee such additional costs incurred or reduction suffered in accordance with Section 4.11 of the Revolving Credit Agreement, which section is incorporated herein by reference.

Amounts Payable. (a) The Company hereby covenants and agrees to repay the loan, as follows: on or before any Interest Payment Date for the Bonds or any other date that any payment of interest, premium, if any, or principal or Purchase Price is required to be made in respect of the Bonds pursuant to the Indenture, until the principal of, premium, if any, and interest on the Bonds shall have been fully paid or provision for the payment thereof shall have been made in accordance with the Indenture, in immediately available funds, a sum which, together with any other moneys available for such payment in any account of the Bond Fund, will enable the Trustee to pay the amount payable on such date as Purchase Price or principal of (whether at maturity or upon redemption or acceleration or otherwise), premium, if any, and interest on the Bonds as provided in the Indenture; provided, however, that the obligation of the Company to make any payment hereunder shall be deemed satisfied and discharged to the extent of the corresponding payment made by a Credit Provider (if any) to the Trustee under a Credit Facility (if any) or by the Confirming Bank (if any) under the Confirming Letter of Credit (if any). While the Bonds bear interest at a Bank Rate, each of the Company and ITT Holdings LLC agrees to pay (or cause to pay) the Purchase Price on the Bonds when due pursuant to Sections 4.01 and 4.02 of the Indenture. It is understood and agreed that all payments payable by or on behalf of the Company under subsection (a) of this Section 4.02 are assigned by the Issuer Authority to the Trustee for the benefit of the Owners of the Bonds. Each of the Company and ITT Holdings LLC assents to such assignment. The Issuer Authority hereby directs the Company and ITT Holdings LLC and the Company and ITT Holdings LLC hereby agree, agree to pay to the Trustee at the Principal Office of the Trustee all payments payable by or on behalf of the Company and/or ITT Holdings LLC pursuant to this subsection. (b) Each of the Company and ITT Holdings LLC agrees that it will also pay: (i) All of the IssuerAuthority’s reasonable actual out-of-pocket expenses and costs of issuance in connection with the issuance of the Bonds and an annual administrative payment payable directly to the Issuer on June 1 of each year in an annual amount equal to 1/10th of 1% of the principal amount of all Bonds Outstanding on January 2 of each year. The administrative payments shall be used for purposes of paying administrative transactions contemplated by this Agreement and related costs of the Issuer, but shall not include Trustee fees any advances incurred and any advances made by the IssuerAuthority pursuant to Section 6.21 hereof, and the Issuer agrees that it will notify the Company in writing prior to March 20th of each calendar year hereafter if it shall not waive such administrative payments for such year and, if these fees are not waived, such written notice shall advise the Company of the amount that is to be paid (not to exceed 1/10 of 1% per annum) the date on which the payment is due, and where such payment is to be remitted. In the event the Company should fail to pay such administrative expenses then due, the payment shall continue as an obligation of the Company until the amount shall have been fully paid, and the company agrees to pay the same with interest thereon (to the extent legally enforceable) at a rate per annum equal to the interest rate in effect from time to time on the Bonds, until paidall reasonable Administration Expenses.; and (ii) the reasonable fees and expenses of such accountants, consultants, attorneys and other experts as may be engaged by the IssuerAuthority, the Administrative Agent or the Trustee to prepare such audits, financial statements or opinions or provide such other services as are reasonably required under this Agreement, the Indenture or the Tax Regulatory Agreement; and (iii) all taxes and assessments of any type or character charged to the IssuerAuthority, the Administrative Agent or to the Trustee affecting the amount available to the IssuerAuthority, the Administrative Agent or the Trustee from payments to be received hereunder or in any way arising due to the transactions contemplated hereby (including taxes and assessments assessed or levied by any public agency or governmental authority of whatever character having power to levy taxes or assessments) but excluding any taxes based upon the capital and/or income of the Trustee, the Administrative Agent or any other person other than the Company; provided, however, that the Company shall have the right to protest any such taxes or assessments assessed or levied upon them and that the Company shall have the right to withhold payment of any such taxes or assessments pending disposition of any such protest or contest unless such withholding, protest or contest would materially adversely affect the rights or interests of the IssuerAuthority, the Administrative Agent or the Trustee. The forgoing payments shall be billed to the Company and/or ITT Holdings LLC by the IssuerAuthority, the Administrative Agent or the Trustee from time to time, together with (x) a statement executed by a duly authorized officer or agent of the IssuerAuthority, the Administrative Agent or the Trustee, as the case may be, certifying that the amount billed has been incurred or paid by the IssuerAuthority, the Administrative Agent or the Trustee for one or more of the above items, and (y) a copy of the invoice or statement for the amount so incurred or paid. Amounts so billed shall be paid by the Company and ITT Holdings LLC within thirty (30) days after receipt of the b▇▇▇ by the Company or ITT Holdings LLC unless, in the case of expenditures described under clause (iii) above, the Company or ITT Holdings LLC is contesting such amounts in good faith. (c) The Company and ITT Holdings LLC will also pay the reasonable fees and expenses of the Trustee under the Indenture and all other amounts which may be payable to the Trustee under Section 10.02 of the Indenture, such amounts to be paid directly to the Trustee for the Trustee’s own account as and when such amounts become due and payable. (d) Each of the Company and ITT Holdings LLC covenants, for the benefit of the Owners of the Bonds, to pay or cause to be paid, to the Trustee, such amounts as shall be necessary to enable the Trustee to pay the Purchase Price of Bonds delivered to it for purchase, all as more particularly described in Sections 4.01 and 4.02 of the Indenture; provided, however, that the obligation of the Company and ITT Holdings LLC to make any such payment under this Section 4.02(d) shall be reduced by the amount of moneys available for such payment described in Section 4.03(a) of the Indenture; and provided, further, that the obligation of the Company and ITT Holdings LLC to make any payment under this subsection (d) shall be deemed to be satisfied and discharged to the extent of the corresponding payment made by a Credit Provider (if any) under a Credit Facility (if any) or by the Confirming Bank (if any) under the Confirming Letter of Credit (if any). (e) The Company shall promptly notify the Owners and any Prior Owners of any Determination of Taxability. Each of the Company and ITT Holdings LLC covenants, for the benefit of the Owners of the Bonds, to pay or cause to be paid to the Trustee when due any other amounts payable under the Bonds, including, but not limited to the following while the Bonds bear interest at a Bank Rate: (i) In the event of a Determination of Taxability (as defined in the Indenture), and upon demand of the Owner or any prior Owner, the Company and ITT Holdings LLC shall pay or cause to be paid to the Trustee such additional amount as shall be necessary to provide that interest on the Bonds shall have been payable at the Taxable Adjusted LIBOR Rate (as defined in the Indenture) from the Date of Taxability (as defined in the Indenture). The Company shall promptly notify the Owners and any Prior Owners of any Determination of Taxability. (ii) Upon a Determination of Non De Minimis Exception Status (as defined in the Indenture), and upon demand of the Owner or any prior Owner, the Company shall pay or cause to be paid to the Trustee such additional amounts as shall be necessary to provide that interest on the Bonds shall have been payable at the Adjusted Non De Minimis Exception Status (as defined in the Indenture). (iii) Upon a Determination of Taxability or a Determination of Non de Minimis Exception Status, the Company and ITT Holdings LLC shall also pay or cause to be paid to the Trustee upon demand of such Owner or prior Owner any taxes, interest, penalties or other charges assessed against or payable by such Owner or prior Owner and attributable to such Determination of Taxability or a determination of Non De Minimis Exception Status and all reasonable administrative, out of pocket and other expenses incurred by such Owner or prior Owner which are attributable to such event, including, without limitation, the costs incurred by such Owner or prior Owner to amend any of its tax returns, notwithstanding the repayment of the entire principal amount of the Bonds or any transfer or assignment of the Bonds. (iv) If there is any Change in Law (as defined in the Revolving Credit Agreement) that increases the cost to the Bank holding the Bonds, then the Company and ITT Holdings LLC shall pay or cause to be paid to the Trustee such additional costs incurred or reduction suffered in accordance with Section 4.11 of the Revolving Credit Agreement, which section is incorporated herein by reference.

Amounts Payable. (a) The Company hereby covenants and agrees to Borrower shall repay the loan, Loan in installments payable to the Trustee as follows: on or before any Interest Payment Date for : (i) the Bonds or any other date that any payment of interest, premium, if any, or principal or Purchase Price is required to be made in respect of the Bonds pursuant to the Indenture, until the principal of, premium, if any, and interest Loan shall be repaid annually on the Bonds shall have been fully paid or provision for the payment thereof shall have been made Principal Payment Dates, in accordance with the schedule set forth in Exhibit A-2 attached hereto and made a part hereof, as the same may be amended or modified by any credits applicable to the Borrower as set forth in the Bond Indenture; (ii) the Interest Portion described in clause (i) of the definition thereof shall be paid semiannually on the Interest Payment Dates, in immediately available fundsaccordance with the schedule set forth in Exhibit A-2 attached hereto and made a part hereof, a sum which, together with as the same may be amended or modified by any other moneys available for such payment credits applicable to the Borrower as set forth in any account the Bond Indenture; and (iii) the Interest Portion described in clause (ii) of the definition thereof shall be paid upon the date of optional redemption or acceleration, as the case may be, of the I-Bank Bonds allocable to any prepaid or accelerated I-Bank Bond FundLoan Repayment. The obligations of the Borrower under the Borrower Bond shall be deemed to be amounts payable under this Section 3.03. Each Loan Repayment, will enable whether satisfied through a direct payment by the Borrower to the Trustee or (with respect to the Interest Portion) through the use of I-Bank Bond proceeds and income thereon on deposit in the Interest Account (as defined in the Bond Indenture) to pay the amount payable on such date as Purchase Price or principal of (whether at maturity or upon redemption or acceleration or otherwise), premium, if any, and interest on the Bonds I-Bank Bonds, shall be deemed to be a credit against the corresponding obligation of the Borrower under this Section 3.03 and shall fulfill the Borrower’s obligation to pay such amount hereunder and under the Borrower Bond. Each payment made to the Trustee pursuant to this Section 3.03 shall be applied first to the Interest Portion then due and payable, second to the principal of the Loan then due and payable, third to the payment of the Administrative Fee, and finally to the payment of any late charges hereunder. (b) The Interest on the Loan described in clause (iii) of the definition thereof (i) shall consist of a late charge that is applicable to any I-Bank Bond Loan Repayment that is received by the Trustee on any date subsequent to its due date and (ii) shall be payable concurrently with the payment of such I-Bank Bond Loan Repayment in an amount calculated as provided in follows: Such late charge shall equal the Indenturegreater of twelve percent (12%) per annum or the Prime Rate plus one-half of one percent (0.50%) per annum with respect to the remaining outstanding principal amount of the Loan, from the applicable due date with respect to such I-Bank Bond Loan Repayment to the date it is actually paid; provided, however, that the obligation rate of Interest on the Loan, including, without limitation, any late payment charges incurred hereunder and as calculated pursuant to the terms hereof, shall not exceed the maximum interest rate permitted by law. Notwithstanding anything contained herein to the contrary, an Authorized Officer of the Company to make any payment hereunder shall be deemed satisfied and discharged to I-Bank may, in the extent sole discretion of the corresponding payment made by a Credit Provider (if any) to the Trustee under a Credit Facility (if any) or by the Confirming Bank (if any) under the Confirming Letter of Credit (if any). While the Bonds bear interest at a Bank Ratesuch Authorized Officer, each of the Company and ITT Holdings LLC agrees to pay (or cause to pay) the Purchase Price on the Bonds when due pursuant to Sections 4.01 and 4.02 of the Indenture. It is understood and agreed that all payments payable by or on behalf of the Company under subsection (a) of this Section 4.02 are assigned by the Issuer to the Trustee for the benefit of the Owners of the Bonds. Each of the Company and ITT Holdings LLC assents to such assignment. The Issuer hereby directs the Company and ITT Holdings LLC and the Company and ITT Holdings LLC hereby agree, to pay to the Trustee at the Principal Office of the Trustee all payments payable by or on behalf of the Company and/or ITT Holdings LLC pursuant to this subsection. (b) Each of the Company and ITT Holdings LLC agrees that it will also pay: either (i) All delay in charging such late charge for a period of up to 24 hours after the Issuer’s reasonable actual outdue date of such I-of-pocket expenses and costs of issuance in connection with the Bonds and an annual administrative payment payable directly to the Issuer on June 1 of each year in an annual amount equal to 1/10th of 1% of the principal amount of all Bonds Outstanding on January 2 of each year. The administrative payments shall be used for purposes of paying administrative and related costs of the Issuer, but shall not include Trustee fees incurred by the Issuer, and the Issuer agrees that it will notify the Company in writing prior to March 20th of each calendar year hereafter if it shall not waive such administrative payments for such year and, if these fees are not waived, such written notice shall advise the Company of the amount that is to be paid (not to exceed 1/10 of 1% per annum) the date on which the payment is due, and where such payment is to be remitted. In the event the Company should fail to pay such administrative expenses then due, the payment shall continue as an obligation of the Company until the amount shall have been fully paid, and the company agrees to pay the same with interest thereon (to the extent legally enforceable) at a rate per annum equal to the interest rate in effect from time to time on the Bonds, until paid; and Bank Bond Loan Repayment or (ii) waive such late fee if such I-Bank Bond Loan Repayment is paid in full within 24 hours after the reasonable fees and expenses of such accountants, consultants, attorneys and other experts as may be engaged by the Issuer, the Administrative Agent or the Trustee to prepare such audits, financial statements or opinions or provide such other services as are reasonably required under this Agreement, the Indenture or the Tax Regulatory Agreement; and (iii) all taxes and assessments of any type or character charged to the Issuer, the Administrative Agent or to the Trustee affecting the amount available to the Issuer, the Administrative Agent or the Trustee from payments to be received hereunder or in any way arising due to the transactions contemplated hereby (including taxes and assessments assessed or levied by any public agency or governmental authority of whatever character having power to levy taxes or assessments) but excluding any taxes based upon the capital and/or income of the Trustee, the Administrative Agent or any other person other than the Company; provided, however, that the Company shall have the right to protest any such taxes or assessments assessed or levied upon them and that the Company shall have the right to withhold payment of any such taxes or assessments pending disposition of any such protest or contest unless such withholding, protest or contest would materially adversely affect the rights or interests of the Issuer, the Administrative Agent or the Trustee. The forgoing payments shall be billed to the Company and/or ITT Holdings LLC by the Issuer, the Administrative Agent or the Trustee from time to time, together with (x) a statement executed by a duly authorized officer or agent of the Issuer, the Administrative Agent or the Trustee, as the case may be, certifying that the amount billed has been incurred or paid by the Issuer, the Administrative Agent or the Trustee for one or more of the above items, and (y) a copy of the invoice or statement for the amount so incurred or paid. Amounts so billed shall be paid by the Company and ITT Holdings LLC within thirty (30) days after receipt of the b▇▇▇ by the Company or ITT Holdings LLC unless, in the case of expenditures described under clause (iii) above, the Company or ITT Holdings LLC is contesting such amounts in good faithdate thereof. (c) The Company and ITT Holdings LLC will also pay the reasonable fees and expenses Borrower shall receive, as a credit against its semiannual payment obligations of the Trustee Interest Portion, the amounts, if any, certified by the I-Bank pursuant to Section 5.10 of the Bond Indenture. Such amounts shall represent the Borrower’s allocable share of the interest earnings on certain funds and accounts established under the Indenture Bond Indenture, as calculated and all other amounts which may be payable to the Trustee under determined in accordance with Section 10.02 5.10 of the Bond Indenture, such amounts to be paid directly to the Trustee for the Trustee’s own account as and when such amounts become due and payable. (d) Each In accordance with the provisions of the Company and ITT Holdings LLC covenantsBond Indenture, for the benefit Borrower shall receive, as a credit against its I-Bank Bond Loan Repayments, the amounts, if any, set forth in the certificate of the Owners of the Bonds, to pay or cause to be paid, to the Trustee, such amounts as shall be necessary to enable I-Bank filed with the Trustee pursuant to pay the Purchase Price of Bonds delivered to it for purchase, all as more particularly described in Sections 4.01 and 4.02 of the Indenture; provided, however, that the obligation of the Company and ITT Holdings LLC to make any such payment under this Section 4.02(d) shall be reduced by the amount of moneys available for such payment described in Section 4.03(a5.02(4) of the Bond Indenture; and provided, further, that the obligation of the Company and ITT Holdings LLC to make any payment under this subsection (d) shall be deemed to be satisfied and discharged to the extent of the corresponding payment made by a Credit Provider (if any) under a Credit Facility (if any) or by the Confirming Bank (if any) under the Confirming Letter of Credit (if any). (e) The Company shall promptly notify Interest on the Owners and any Prior Owners of any Determination of Taxability. Each Loan described in clause (ii) of the Company and ITT Holdings LLC covenants, for definition thereof shall be paid by the benefit Borrower in the amount of one-half of the Owners of the BondsAdministrative Fee, to pay or cause to be paid if any, to the Trustee when due any other amounts payable under the Bondssemiannually on each February 1 and August 1, includingcommencing August 1, but not limited to the following while the Bonds bear interest at a Bank Rate:2023. (if) In the event of a Determination of Taxability (The “DEP Loan Surcharge or Loan Origination Fee” as defined in Section 8 of Exhibit B attached hereto and made a part hereof, as additionally identified in Exhibit A-2 attached hereto and made a part hereof, (the Indenture), and upon demand of the Owner or any prior Owner, the Company and ITT Holdings LLC “DEP Fee”) shall pay or cause to be paid by the Borrower to the Trustee such additional amount as shall be necessary to provide that interest on the Bonds shall have been payable at the Taxable Adjusted LIBOR Rate (as defined in the Indenture) from the Date of Taxability (as defined in the Indenture). The Company shall promptly notify the Owners and any Prior Owners of any Determination of Taxability. (ii) Upon a Determination of Non De Minimis Exception Status (as defined in the Indenture), and upon demand of the Owner or any prior Owner, the Company shall pay or cause to be paid to the Trustee such additional amounts as shall be necessary to provide that interest on the Bonds shall have been payable at the Adjusted Non De Minimis Exception Status (as defined in the Indenture). (iii) Upon a Determination of Taxability or a Determination of Non de Minimis Exception Status, the Company and ITT Holdings LLC shall also pay or cause to be paid to the Trustee upon demand of such Owner or prior Owner any taxes, interest, penalties or other charges assessed against or payable by such Owner or prior Owner and attributable to such Determination of Taxability or a determination of Non De Minimis Exception Status and all reasonable administrative, out of pocket and other expenses incurred by such Owner or prior Owner which are attributable to such event, including, without limitation, the costs incurred by such Owner or prior Owner to amend any of its tax returns, notwithstanding the repayment of the entire principal amount of the Bonds or any transfer or assignment of the Bonds. (iv) If there is any Change in Law (as defined in the Revolving Credit Agreement) that increases the cost to the Bank holding the Bonds, then the Company and ITT Holdings LLC shall pay or cause to be paid to the Trustee such additional costs incurred or reduction suffered in accordance with Section 4.11 of the Revolving Credit Agreement, which section is incorporated herein by reference.date

Amounts Payable. (a) The Company hereby covenants and agrees to repay the loanprincipal of the loan on August 1, as follows: 2059 and on or before any other date fixed for redemption or maturity of any or all of the Bonds pursuant to the Indenture, and to pay interest on the loan on or before each Interest Payment Date for the Bonds Date, commencing January 1, 2020, and on or before any other date that fixed for redemption or maturity of any payment of interest, premium, if any, or principal or Purchase Price is required to be made in respect all of the Bonds pursuant to the Indenture, until the principal of, premium, if any, of and interest on the Bonds shall have been fully paid or provision for the payment thereof shall have been made in accordance with the Indenture, in immediately available funds, a sum an amount which, together with any other moneys available for such payment therefor in any account of the Bond Fund, will enable the Trustee to pay the amount payable on such date as Purchase Price or principal of (whether at maturity or upon redemption or acceleration or otherwise), premium, if any, and interest on the Bonds as provided in the Indenture; provided, however, that the obligation . Such payments shall be made in immediately available funds at least one (1) Business Day in advance of the Company to make any payment hereunder shall be deemed satisfied and discharged to the extent of the corresponding payment made by a Credit Provider (if any) to the Trustee under a Credit Facility (if any) or by the Confirming Bank (if any) under the Confirming Letter of Credit (if any). While the Bonds bear interest at a Bank Rate, each of the Company and ITT Holdings LLC agrees to pay (or cause to pay) the Purchase Price on the Bonds when due pursuant to Sections 4.01 and 4.02 of the Indenturedate. It is understood and agreed that all payments payable under this Section 4.02(a) by or on behalf of the Company under subsection (a) of this Section 4.02 are assigned by the Issuer Authority to the Trustee for the benefit of the Owners holders of the Bonds. Each of the The Company and ITT Holdings LLC assents hereby consents to such assignment. The Issuer Authority hereby directs the Company and ITT Holdings LLC Company, and the Company and ITT Holdings LLC hereby agreeagrees, to pay to the Trustee at the Principal Office of the Trustee Trustee’s corporate trust office all payments payable by or on behalf of the Company and/or ITT Holdings LLC pursuant to this subsectionSection 4.02(a). (b) Each The Company will also pay the expenses of the Authority as set forth in Section 2.07, including attorneys’ fees, of the Authority related to the issuance of the Bonds and incurred at or before the issuance and delivery thereof and any fees and expenses, including attorneys’ fees, of the Authority incurred hereafter. (c) The Company and ITT Holdings LLC agrees that it will also pay: (i) All pay the reasonable fees and expenses of the IssuerTrustee and any Paying Agents under the Indenture, such reasonable fees and expenses to be paid directly to the Trustee or any Paying Agents for the Trustee’s or any such Paying Agents’ own account as and when such reasonable actual out-of-pocket fees and expenses become due and costs of issuance payable, and any reasonable expenses in connection with the Bonds and an annual administrative payment payable directly to the Issuer on June 1 of each year in an annual amount equal to 1/10th of 1% any redemption of the principal amount of all Bonds Outstanding on January 2 of each year. Bonds. (d) The administrative Company shall also make any payments shall be used for purposes of paying administrative and related costs of required under the Issuer, but shall not include Trustee fees incurred by the Issuer, and the Issuer agrees that it will notify the Company in writing prior to March 20th of each calendar year hereafter if it shall not waive such administrative payments for such year and, if these fees are not waived, such written notice shall advise the Company of the amount that is to be paid Tax Certificate. (not to exceed 1/10 of 1% per annume) the date on which the payment is due, and where such payment is to be remitted. In the event If the Company should fail to pay such administrative expenses then duemake any of the payments required in this Section 4.02, the payment item or installment so in Default shall continue as an obligation of the Company until the amount in Default shall have been fully paid, and the company Company agrees to pay the same with interest thereon (thereon, to the extent legally enforceable) at a rate per annum equal to permitted by law, from the interest rate in effect from time to time on the Bonds, until paid; and (ii) the reasonable fees and expenses of such accountants, consultants, attorneys and other experts as may be engaged by the Issuer, the Administrative Agent or the Trustee to prepare such audits, financial statements or opinions or provide such other services as are reasonably required under this Agreement, the Indenture or the Tax Regulatory Agreement; and (iii) all taxes and assessments of any type or character charged to the Issuer, the Administrative Agent or to the Trustee affecting the amount available to the Issuer, the Administrative Agent or the Trustee from payments to be received hereunder or in any way arising due to the transactions contemplated hereby (including taxes and assessments assessed or levied by any public agency or governmental authority of whatever character having power to levy taxes or assessments) but excluding any taxes based upon the capital and/or income of the Trustee, the Administrative Agent or any other person other than the Company; provided, however, that the Company shall have the right to protest any such taxes or assessments assessed or levied upon them and that the Company shall have the right to withhold payment of any such taxes or assessments pending disposition of any such protest or contest unless such withholding, protest or contest would materially adversely affect the rights or interests of the Issuer, the Administrative Agent or the Trustee. The forgoing payments shall be billed to the Company and/or ITT Holdings LLC by the Issuer, the Administrative Agent or the Trustee from time to time, together with (x) a statement executed by a duly authorized officer or agent of the Issuer, the Administrative Agent or the Trustee, as the case may be, certifying that the amount billed has been incurred or paid by the Issuer, the Administrative Agent or the Trustee for one or more of the above items, and (y) a copy of the invoice or statement for the amount so incurred or paid. Amounts so billed shall be paid by the Company and ITT Holdings LLC within thirty (30) days after receipt of the b▇▇▇ by the Company or ITT Holdings LLC unless, in the case of expenditures described under clause (iii) above, the Company or ITT Holdings LLC is contesting such amounts in good faith. (c) The Company and ITT Holdings LLC will also pay the reasonable fees and expenses of the Trustee under the Indenture and all other amounts which may be payable to the Trustee under Section 10.02 of the Indenture, such amounts to be paid directly to the Trustee for the Trustee’s own account as and when such amounts become due and payable. (d) Each of the Company and ITT Holdings LLC covenants, for the benefit of the Owners of the Bonds, to pay or cause to be paid, to the Trustee, such amounts as shall be necessary to enable the Trustee to pay the Purchase Price of Bonds delivered to it for purchase, all as more particularly described in Sections 4.01 and 4.02 of the Indenture; provided, however, that the obligation of the Company and ITT Holdings LLC to make any such payment under this Section 4.02(d) shall be reduced by the amount of moneys available for such payment described in Section 4.03(a) of the Indenture; and provided, further, that the obligation of the Company and ITT Holdings LLC to make any payment under this subsection (d) shall be deemed to be satisfied and discharged to the extent of the corresponding payment made by a Credit Provider (if any) under a Credit Facility (if any) or by the Confirming Bank (if any) under the Confirming Letter of Credit (if any). (e) The Company shall promptly notify the Owners and any Prior Owners of any Determination of Taxability. Each of the Company and ITT Holdings LLC covenants, for the benefit of the Owners of the Bonds, to pay or cause to be paid to the Trustee when due any other amounts payable under the Bonds, including, but not limited to the following while the Bonds bear interest at a Bank Rate: (i) In the event of a Determination of Taxability (as defined in the Indenture), and upon demand of the Owner or any prior Owner, the Company and ITT Holdings LLC shall pay or cause to be paid to the Trustee such additional amount as shall be necessary to provide that interest on the Bonds shall have been payable date thereof at the Taxable Adjusted LIBOR Late Payment Rate (as defined in the Indenture) from the Date of Taxability (as defined in the Indenture). The Company shall promptly notify the Owners and any Prior Owners of any Determination of Taxabilityper annum. (ii) Upon a Determination of Non De Minimis Exception Status (as defined in the Indenture), and upon demand of the Owner or any prior Owner, the Company shall pay or cause to be paid to the Trustee such additional amounts as shall be necessary to provide that interest on the Bonds shall have been payable at the Adjusted Non De Minimis Exception Status (as defined in the Indenture). (iii) Upon a Determination of Taxability or a Determination of Non de Minimis Exception Status, the Company and ITT Holdings LLC shall also pay or cause to be paid to the Trustee upon demand of such Owner or prior Owner any taxes, interest, penalties or other charges assessed against or payable by such Owner or prior Owner and attributable to such Determination of Taxability or a determination of Non De Minimis Exception Status and all reasonable administrative, out of pocket and other expenses incurred by such Owner or prior Owner which are attributable to such event, including, without limitation, the costs incurred by such Owner or prior Owner to amend any of its tax returns, notwithstanding the repayment of the entire principal amount of the Bonds or any transfer or assignment of the Bonds. (iv) If there is any Change in Law (as defined in the Revolving Credit Agreement) that increases the cost to the Bank holding the Bonds, then the Company and ITT Holdings LLC shall pay or cause to be paid to the Trustee such additional costs incurred or reduction suffered in accordance with Section 4.11 of the Revolving Credit Agreement, which section is incorporated herein by reference.

Amounts Payable. (aThe Borrower, for and in consideration --------------- of the issuance of the Bonds under and pursuant to Sections 2.19(A) The Company and 2.19(B) of the Indenture by the Issuer and the lending of the proceeds thereof by the Issuer to the Borrower through the application of such proceeds as provided in the Indenture and Article V hereof for the benefit of the Borrower, hereby covenants and agrees to repay make the loanfollowing payments (collectively called the "Payments"): (a) Payments, in advance, in the aggregate an amount sufficient for: (A) Prior to the Conversion Date (as follows: defined in the Indenture), the payment in full of the Bonds Outstanding, including (i) on or before any the fifth (5th) Business Day preceding each Interest Payment Date, payment of an amount equal to the estimated interest to become due on the Bonds on such Interest Payment Date for the Bonds or any other date that any payment of interest, premiumand on each Interest Payment Date such additional amount, if any, or principal or Purchase Price is required to be made in respect of as together with the Bonds pursuant to the Indenture, until the principal of, premium, if any, and aforesaid payment shall equal all interest becoming due on the Bonds shall have been fully paid or provision for the payment thereof shall have been made in accordance with the Indenture, in immediately available funds, a sum which, together with any other moneys available for such payment in any account of the Bond Fund, will enable the Trustee to pay the amount payable on such Interest Payment Date, (ii) on each date as Purchase Price such amounts become due (or principal of (whether at maturity or upon redemption or acceleration or otherwise), premium, if any, and interest on the Bonds earlier as provided in the Indenture; provided, however, that the obligation of the Company to make any payment hereunder shall be deemed satisfied and discharged to the extent of the corresponding payment made by a Credit Provider (if any) to the Trustee under a Credit Facility (if any) or by the Confirming Bank (if any) under the Confirming Letter of Credit (if any). While the Bonds bear interest at a Bank Rate, each of the Company and ITT Holdings LLC agrees to pay (or cause to pay) the Purchase Price on the Bonds when due pursuant to Sections 4.01 and 4.02 Section 3.02 of the Indenture. It is understood ), principal and agreed that all redemption payments payable by or on behalf of the Company under subsection (a) of this Section 4.02 are assigned by the Issuer with respect to the Trustee for the benefit of the Owners of the Bonds. Each of the Company and ITT Holdings LLC assents to such assignment. The Issuer hereby directs the Company and ITT Holdings LLC and the Company and ITT Holdings LLC hereby agree, to pay to the Trustee at the Principal Office of the Trustee all payments payable by or on behalf of the Company and/or ITT Holdings LLC pursuant to this subsection. (b) Each of the Company and ITT Holdings LLC agrees that it will also pay: (i) All of the Issuer’s reasonable actual out-of-pocket expenses and costs of issuance in connection with the Bonds and an annual administrative payment payable directly to the Issuer on June 1 of each year in an annual amount equal to 1/10th of 1% of the principal amount of all Bonds Outstanding on January 2 of each year. The administrative payments shall be used for purposes of paying administrative and related costs of the Issuer, but shall not include Trustee fees incurred by the Issuer, and the Issuer agrees that it will notify the Company in writing prior to March 20th of each calendar year hereafter if it shall not waive such administrative payments for such year and, if these fees are not waived, such written notice shall advise the Company of the amount that is to be paid (not to exceed 1/10 of 1% per annum) the date on which the payment is due, and where such payment is to be remitted. In the event the Company should fail to pay such administrative expenses then due, the payment shall continue as an obligation of the Company until the amount shall have been fully paid, and the company agrees to pay the same with interest thereon (to the extent legally enforceable) at a rate per annum equal to the interest rate in effect from time to time on the Bonds, until paid; and (ii) the reasonable fees and expenses of such accountants, consultants, attorneys and other experts as may be engaged by the Issuer, the Administrative Agent or the Trustee to prepare such audits, financial statements or opinions or provide such other services as are reasonably required under this Agreement, the Indenture or the Tax Regulatory Agreement; and (iii) all taxes and assessments of any type or character charged when due, such amounts as are required to the Issuer, the Administrative Agent or to the Trustee affecting the amount available to the Issuer, the Administrative Agent or the Trustee from payments to be received hereunder or in any way arising due to the transactions contemplated hereby (including taxes and assessments assessed or levied by any public agency or governmental authority of whatever character having power to levy taxes or assessments) but excluding any taxes based upon the capital and/or income of the Trustee, the Administrative Agent or any other person other than the Company; provided, however, that the Company shall have the right to protest any such taxes or assessments assessed or levied upon them and that the Company shall have the right to withhold payment of any such taxes or assessments pending disposition of any such protest or contest unless such withholding, protest or contest would materially adversely affect the rights or interests of the Issuer, the Administrative Agent or the Trustee. The forgoing payments shall be billed to the Company and/or ITT Holdings LLC by the Issuer, the Administrative Agent or the Trustee from time to time, together with (x) a statement executed by a duly authorized officer or agent of the Issuer, the Administrative Agent or the Trustee, as the case may be, certifying that the amount billed has been incurred or paid by the Issuer, the Administrative Agent or the Trustee for one or more of the above items, and (y) a copy of the invoice or statement for the amount so incurred or paid. Amounts so billed shall be paid by the Company and ITT Holdings LLC within thirty (30) days after receipt of the b▇▇▇ by the Company or ITT Holdings LLC unless, in the case of expenditures described under clause (iii) above, the Company or ITT Holdings LLC is contesting such amounts in good faith. (c) The Company and ITT Holdings LLC will also pay the reasonable fees and expenses of the Trustee under the Indenture and all other amounts which may be payable to the Trustee under Section 10.02 of the Indenture, such amounts to be paid directly to the Trustee for the Trustee’s own account as and when such amounts become due and payable. (d) Each of the Company and ITT Holdings LLC covenants, for the benefit of the Owners of the Bonds, Borrower to pay or cause to be paid, paid to the Trustee, Trustee such amounts as shall be necessary to enable the Trustee to pay the Purchase Price of the Bonds delivered to it the Tender Agent for purchasepurchase pursuant to the provisions of Section 2.12, all as more particularly described in Sections 4.01 and 4.02 3.05, 3.06 or 3.07 of the Indenture; , provided, however, that the obligation of the Company and ITT Holdings LLC Borrower to make any such payment required under this Section 4.02(dclause (iii) shall be reduced by the amount of moneys available for such payment described in Section 4.03(a2.13(A) and (C) of the Indenture; and providedand, provided further, that the obligation of the Company and ITT Holdings LLC Borrower to make any payment the payments required under this subsection clauses (di), (ii) and (iii) hereof shall be deemed to be satisfied and discharged to the extent of the any corresponding payment made by a Credit Provider the Bank to the Trustee under the Letter of Credit; and (B) From and after the Conversion Date, the payment in full of the Bonds then outstanding, including (i) the total interest becoming due and payable on such Bonds to the respective dates of payment thereof, (ii) the total principal amount of such Bonds, and (iii) the redemption premium, if any, that shall be payable on the redemption of such Bonds prior to their stated maturity date, and (iv) under a Credit Facility (such amounts, if any) or by the Confirming Bank (if any) under the Confirming Letter of Credit (if any). (e) The Company , as shall promptly notify the Owners and any Prior Owners of any Determination of Taxability. Each of the Company and ITT Holdings LLC covenants, for the benefit of the Owners of the Bonds, to pay or cause be required to be paid by the Borrower for deposit to the Trustee when due any other amounts payable under credit of the Bonds, including, but not limited to the following while the Bonds bear interest at a Bank Rate: (i) In the event of a Determination of Taxability (Bond Reserve Fund Account as defined provided in the Indenture), and upon demand . The obligation of the Owner or any prior Owner, the Company and ITT Holdings LLC shall pay or cause Borrower to be paid make payments equal to the Trustee such additional amount as shall be necessary to provide that interest on the Bonds shall have been payable at the Taxable Adjusted LIBOR Rate (as defined in the Indenture) from the Date of Taxability (as defined in the Indenture). The Company shall promptly notify the Owners and any Prior Owners of any Determination of Taxability. (ii) Upon a Determination of Non De Minimis Exception Status (as defined in the Indenture), and upon demand of the Owner or any prior Owner, the Company shall pay or cause to be paid to the Trustee such additional amounts as shall be necessary to provide that interest on the Bonds shall have been payable at the Adjusted Non De Minimis Exception Status (as defined in the Indenture). (iii) Upon a Determination of Taxability or a Determination of Non de Minimis Exception Status, the Company and ITT Holdings LLC shall also pay or cause to be paid to the Trustee upon demand of such Owner or prior Owner any taxes, interest, penalties or other charges assessed against or payable by such Owner or prior Owner and attributable to such Determination of Taxability or a determination of Non De Minimis Exception Status and all reasonable administrative, out of pocket and other expenses incurred by such Owner or prior Owner which are attributable to such event, including, without limitation, the costs incurred by such Owner or prior Owner to amend any of its tax returns, notwithstanding the repayment of the entire principal aggregate amount of the Bonds or any transfer or assignment principal and interest requirements of the Bonds. (iv) If there Bonds is any Change in Law (evidenced by the Borrower's Note, the form of which is attached hereto as defined in the Revolving Credit Agreement) that increases the cost to the Bank holding the Bonds, then the Company Exhibit B and ITT Holdings LLC shall pay or cause to be paid to the Trustee such additional costs incurred or reduction suffered in accordance with Section 4.11 of the Revolving Credit Agreementmade a --------- part hereof, which section is incorporated herein by reference.shall be executed and delivered by

Amounts Payable. (a1) The Company Borrower hereby covenants and agrees to repay the loanSeries 2017 Loan, as follows: on or before any Interest Payment Date for the Series 2017 Bonds or any other date that any payment of interest, premiumprincipal, if any, or principal or Purchase Price or Redemption Price on the Series 2017 Bonds is required to be made in respect of the Series 2017 Bonds pursuant to the Indenture, until the principal ofpayment of interest, premiumprincipal, if any, and interest Purchase Price or Redemption Price on the Series 2017 Bonds shall have been fully paid or provision for the payment thereof shall have been made in accordance with the Indenture, in immediately available funds, a sum which, together with any other moneys available for such payment in any account the applicable Account of the Bond Fund, Series 2017 Debt Service Fund will enable the Trustee to pay to the Owners of the Series 2017 Bonds the amount due and payable on such date as interest, principal, Purchase Price or principal of (whether at maturity or upon redemption or acceleration or otherwise), premium, if any, and interest Redemption Price on the Series 2017 Bonds as provided in the Indenture; provided, however, that the obligation of the Company to make any payment hereunder shall be deemed satisfied and discharged to the extent of the corresponding payment made by a Credit Provider . (if any2) to the Trustee under a Credit Facility (if any) or by the Confirming Bank (if any) under the Confirming Letter of Credit (if any). While the Bonds bear interest at a Bank Rate, each of the Company and ITT Holdings LLC agrees to pay (or cause to pay) the Purchase Price on the Bonds when due pursuant to Sections 4.01 and 4.02 of the Indenture. It is understood and agreed that all payments payable by or on behalf of the Company under subsection (a) of this Section 4.02 are assigned by the Issuer to the Trustee for the benefit of the Owners of the Bonds. Each of the Company and ITT Holdings LLC assents to such assignment. The Issuer hereby directs the Company and ITT Holdings LLC and Borrower and, subject to the Company and ITT Holdings LLC Indenture or the Collateral Agency Agreement, as applicable, the Borrower hereby agree, agrees to pay to the Trustee at the Principal Designated Payment Office of the Trustee all payments payable by or on behalf the Borrower in respect of the Company and/or ITT Holdings LLC Series 2017 Loan pursuant to this subsection. (b) Each of The Borrower also shall pay to the Company and ITT Holdings LLC agrees that it will also pay: (i) All of Issuer the Issuer’s reasonable actual out-of-pocket administrative expenses and costs of issuance in connection with the Bonds Series 2017 Bonds, and an annual administrative payment payable directly to the Issuer on June 1 of each year in an annual amount equal to 1/10th of 1% of the principal amount of all Bonds Outstanding on January 2 of each year. The administrative payments shall be used for purposes of paying administrative any other reasonable fees, costs and related costs of the Issuer, but shall not include Trustee fees expenses incurred by the Issuer, its counsel or its financial advisor under the Indenture, this Senior Loan Agreement or any other Financing Document, as and when the same become due upon submission by the Issuer agrees that it will notify to the Company in writing prior to March 20th Borrower of each calendar year hereafter if it shall not waive such administrative payments for such year and, if these fees are not waived, such written notice shall advise a statement therefor. Without limiting the Company generality of the amount foregoing, the Borrower acknowledges that is to be paid (not to exceed 1/10 of 1% per annum) the date on which the payment is due, and where such payment is to be remitted. In in the event of an examination, inquiry or related action by the Company should fail Internal Revenue Service, SEC or any other Governmental Authority (having jurisdiction with respect to pay such administrative expenses then duethe Series 2017 Bonds or the Series 2017 Project) with respect to the Series 2017 Bonds or the exclusion of interest thereon from the gross income of the holders thereof for federal income tax purposes, the payment shall continue Issuer may be treated as an obligation of the Company until the amount shall have been fully paidresponsible party, and the company Borrower agrees to pay the same with interest thereon (respond promptly and thoroughly to the extent legally enforceable) at a rate per annum equal reasonable satisfaction of the Issuer, its counsel and its financial advisor to such examination, inquiry or related action on behalf of the interest rate in effect from time to time on Issuer, and shall pay all costs and expenses of the BondsIssuer, until paid; and (ii) the reasonable its counsel and its financial advisor associated with such examination, inquiry or action, including without limitation, any and all costs, fees and expenses of such accountants, consultants, attorneys the Issuer and other experts as may be engaged by its counsel. The Borrower shall indemnify and hold harmless the Issuer, the Administrative Agent its counsel and its financial advisor against any and all costs, losses, claims, penalties, damages or the Trustee to prepare liability of or resulting from such auditsexamination, financial statements inquiry or opinions or provide such other services as are reasonably required under this Agreement, the Indenture or the Tax Regulatory Agreement; and (iii) all taxes and assessments of any type or character charged to the Issuer, the Administrative Agent or to the Trustee affecting the amount available to the Issuer, the Administrative Agent or the Trustee from payments to be received hereunder or in any way arising due to the transactions contemplated hereby (including taxes and assessments assessed or levied by any public agency or governmental authority of whatever character having power to levy taxes or assessments) but excluding any taxes based upon the capital and/or income of the Trustee, the Administrative Agent or any other person other than the Company; provided, however, that the Company shall have the right to protest any such taxes or assessments assessed or levied upon them and that the Company shall have the right to withhold payment of any such taxes or assessments pending disposition of any such protest or contest unless such withholding, protest or contest would materially adversely affect the rights or interests of the Issuer, the Administrative Agent or the Trustee. The forgoing payments shall be billed to the Company and/or ITT Holdings LLC related action by the Issuer, the Administrative Agent or the Trustee from time to time, together with (x) a statement executed by a duly authorized officer or agent of the Issuer, the Administrative Agent or the Trustee, as the case may be, certifying that the amount billed has been incurred or paid by the Issuer, the Administrative Agent or the Trustee for one or more of the above items, and (y) a copy of the invoice or statement for the amount so incurred or paid. Amounts so billed shall be paid by the Company and ITT Holdings LLC within thirty (30) days after receipt of the b▇▇▇ by the Company or ITT Holdings LLC unless, in the case of expenditures described under clause (iii) above, the Company or ITT Holdings LLC is contesting such amounts in good faithInternal Revenue Service. (c) The Company and ITT Holdings LLC Borrower also will also pay the reasonable fees and expenses of the Trustee under Trustee, including without limitation any fees or expenses incurred pursuant to Section 8.2(b) of the Indenture Indenture, and all other amounts which may be payable to the Trustee under Section 10.02 the terms of the Indenture, such amounts to be paid directly to Indenture or in accordance with any contractual arrangement between the Borrower and the Trustee for the Trustee’s own account as and when such amounts become due and payablewith respect thereto. (d) Each The Borrower also shall pay to the Trustee for deposit to the Series 2017 Rebate Fund any amounts necessary to comply with Section 148 of the Company Code and ITT Holdings LLC covenants, for the benefit Treasury Regulations as provided in the Federal Tax Certificate. The Borrower agrees that this obligation of the Owners Borrower shall survive the payment in full of the Bonds, to pay Series 2017 Bonds or cause to be paid, the refunding and defeasance of the Series 2017 Bonds pursuant to the Trustee, such amounts as shall be necessary to enable the Trustee to pay the Purchase Price provisions of Bonds delivered to it for purchase, all as more particularly described in Sections 4.01 and 4.02 Article 11 of the Indenture; provided, however, that the obligation of the Company and ITT Holdings LLC to make any such payment under this Section 4.02(d) shall be reduced by the amount of moneys available for such payment described in Section 4.03(a) of the Indenture; and provided, further, that the obligation of the Company and ITT Holdings LLC to make any payment under this subsection (d) shall be deemed to be satisfied and discharged to the extent of the corresponding payment made by a Credit Provider (if any) under a Credit Facility (if any) or by the Confirming Bank (if any) under the Confirming Letter of Credit (if any). (e) The Company shall promptly notify the Owners and any Prior Owners of any Determination of Taxability. Each of the Company and ITT Holdings LLC covenants, for the benefit of the Owners of the Bonds, to pay or cause to be paid to the Trustee when due any other amounts payable under the Bonds, including, but not limited to the following while the Bonds bear interest at a Bank Rate: (i) In the event of a Determination of Taxability (as defined in that the Indenture), and upon demand Borrower should fail to make any of the Owner or any prior Ownerpayments required in this Section, the Company and ITT Holdings LLC amount so in default shall pay or cause to be paid to continue as an obligation of the Trustee such additional Borrower until the amount as shall be necessary to provide that interest on the Bonds in default shall have been payable at fully paid, and the Taxable Adjusted LIBOR Rate (Borrower agrees to pay the same with interest thereon, to the extent provided under the Indenture or under the fee agreement between the Borrower and the Trustee or as defined in the Indenture) permitted by law, from the Date of Taxability (as defined in the Indenture). The Company shall promptly notify the Owners and any Prior Owners of any Determination of Taxability. (ii) Upon date when such payment was due, at a Determination of Non De Minimis Exception Status (as defined in the Indenture), and upon demand of the Owner or any prior Owner, the Company shall pay or cause to be paid rate per year equal to the Trustee such additional amounts as shall be necessary to provide that interest highest yield on the Bonds shall have been payable at the Adjusted Non De Minimis Exception Status (as defined in the Indenture). (iii) Upon a Determination of Taxability or a Determination of Non de Minimis Exception Status, the Company and ITT Holdings LLC shall also pay or cause to be paid to the Trustee upon demand of such Owner or prior Owner any taxes, interest, penalties or other charges assessed against or payable by such Owner or prior Owner and attributable to such Determination of Taxability or a determination of Non De Minimis Exception Status and all reasonable administrative, out of pocket and other expenses incurred by such Owner or prior Owner which are attributable to such event, including, without limitation, the costs incurred by such Owner or prior Owner to amend any of its tax returns, notwithstanding the repayment of the entire principal amount of the Bonds or any transfer or assignment of the Outstanding Series 2017 Bonds. (ivf) If there is To the extent any Change in Law (as defined in moneys have been deposited by the Revolving Credit Agreement) that increases Borrower, or on the cost Borrower’s behalf, into any Account or subaccount of the Series 2017 Debt Service Fund for the purpose of paying interest on and principal of the Series 2017 Bonds when due, the Borrower’s payment obligations pursuant this Section 4.01 with respect to the Bank holding the Bondsapplicable Interest Payment, then the Company and ITT Holdings LLC shall pay Principal Payment, mandatory tender or cause to redemption of such Bonds will be paid to the Trustee such additional costs incurred or reduction suffered in accordance with Section 4.11 of the Revolving Credit Agreement, which section is incorporated herein by referencedeemed satisfied.

Amounts Payable. (a) The Company hereby covenants and agrees to Borrower shall repay the loan, Loan in installments payable to the Trustee as follows: on or before any Interest Payment Date for : (i) the Bonds or any other date that any payment of interest, premium, if any, or principal or Purchase Price is required to be made in respect of the Bonds pursuant to the Indenture, until the principal of, premium, if any, and interest Loan shall be repaid annually on the Bonds shall have been fully paid or provision for the payment thereof shall have been made Principal Payment Dates, in accordance with the Indentureschedule set forth in Exhibit A-2 attached hereto and made a part hereof, as the same may be amended or modified by any credits applicable to the Borrower as set forth in the Bond Resolution; (ii) the Interest Portion described in clause (i) of the definition thereof shall be paid semiannually on the Interest Payment Dates, in immediately available fundsaccordance with the schedule set forth in Exhibit A-2 attached hereto and made a part hereof, a sum which, together with as the same may be amended or modified by any other moneys available for such payment credits applicable to the Borrower as set forth in any account the Bond Resolution; and (iii) the Interest Portion described in clause (ii) of the definition thereof shall be paid upon the date of optional redemption or acceleration, as the case may be, of the Trust Bonds allocable to any prepaid or accelerated Trust Bond FundLoan Repayment. The obligations of the Borrower under the Borrower Bond shall be deemed to be amounts payable under this Section 3.03. Each Loan Repayment, will enable whether satisfied through a direct payment by the Borrower to the Trustee or (with respect to the Interest Portion) through the use of Trust Bond proceeds and income thereon on deposit in the Interest Account (as defined in the Bond Resolution) to pay the amount payable on such date as Purchase Price or principal of (whether at maturity or upon redemption or acceleration or otherwise), premium, if any, and interest on the Bonds as provided Trust Bonds, shall be deemed to be a credit against the corresponding obligation of the Borrower under this Section 3.03 and shall fulfill the Borrower’s obligation to pay such amount hereunder and under the Borrower Bond. Each payment made to the Trustee pursuant to this Section 3.03 shall be applied first to the Interest Portion then due and payable, second to the principal of the Loan then due and payable, third to the payment of the Administrative Fee, and finally to the payment of any late charges hereunder. (b) The Interest on the Loan described in clause (iii) of the Indenturedefinition thereof shall (i) consist of a late charge for any Trust Bond Loan Repayment that is received by the Trustee later than the tenth (10th) day following its due date and (ii) be payable immediately thereafter in an amount equal to the greater of twelve percent (12%) per annum or the Prime Rate plus one half of one percent per annum on such late payment from its due date to the date it is actually paid; provided, however, that the obligation rate of the Company to make any payment hereunder shall be deemed satisfied and discharged to the extent of the corresponding payment made by a Credit Provider (if any) to the Trustee under a Credit Facility (if any) or by the Confirming Bank (if any) under the Confirming Letter of Credit (if any). While the Bonds bear interest at a Bank Rate, each of the Company and ITT Holdings LLC agrees to pay (or cause to pay) the Purchase Price Interest on the Bonds when due pursuant to Sections 4.01 and 4.02 of the Indenture. It is understood and agreed that all payments payable by or on behalf of the Company under subsection (a) of this Section 4.02 are assigned by the Issuer to the Trustee for the benefit of the Owners of the Bonds. Each of the Company and ITT Holdings LLC assents to such assignment. The Issuer hereby directs the Company and ITT Holdings LLC and the Company and ITT Holdings LLC hereby agreeLoan, to pay to the Trustee at the Principal Office of the Trustee all payments payable by or on behalf of the Company and/or ITT Holdings LLC pursuant to this subsection. (b) Each of the Company and ITT Holdings LLC agrees that it will also pay: (i) All of the Issuer’s reasonable actual out-of-pocket expenses and costs of issuance in connection with the Bonds and an annual administrative including, without limitation, any late payment payable directly to the Issuer on June 1 of each year in an annual amount equal to 1/10th of 1% of the principal amount of all Bonds Outstanding on January 2 of each year. The administrative payments shall be used for purposes of paying administrative and related costs of the Issuercharges incurred hereunder, but shall not include Trustee fees incurred by exceed the Issuer, and the Issuer agrees that it will notify the Company in writing prior to March 20th of each calendar year hereafter if it shall not waive such administrative payments for such year and, if these fees are not waived, such written notice shall advise the Company of the amount that is to be paid (not to exceed 1/10 of 1% per annum) the date on which the payment is due, and where such payment is to be remitted. In the event the Company should fail to pay such administrative expenses then due, the payment shall continue as an obligation of the Company until the amount shall have been fully paid, and the company agrees to pay the same with interest thereon (to the extent legally enforceable) at a rate per annum equal to the maximum interest rate in effect from time to time on the Bonds, until paid; and (ii) the reasonable fees and expenses of such accountants, consultants, attorneys and other experts as may be engaged permitted by the Issuer, the Administrative Agent or the Trustee to prepare such audits, financial statements or opinions or provide such other services as are reasonably required under this Agreement, the Indenture or the Tax Regulatory Agreement; and (iii) all taxes and assessments of any type or character charged to the Issuer, the Administrative Agent or to the Trustee affecting the amount available to the Issuer, the Administrative Agent or the Trustee from payments to be received hereunder or in any way arising due to the transactions contemplated hereby (including taxes and assessments assessed or levied by any public agency or governmental authority of whatever character having power to levy taxes or assessments) but excluding any taxes based upon the capital and/or income of the Trustee, the Administrative Agent or any other person other than the Company; provided, however, that the Company shall have the right to protest any such taxes or assessments assessed or levied upon them and that the Company shall have the right to withhold payment of any such taxes or assessments pending disposition of any such protest or contest unless such withholding, protest or contest would materially adversely affect the rights or interests of the Issuer, the Administrative Agent or the Trustee. The forgoing payments shall be billed to the Company and/or ITT Holdings LLC by the Issuer, the Administrative Agent or the Trustee from time to time, together with (x) a statement executed by a duly authorized officer or agent of the Issuer, the Administrative Agent or the Trustee, as the case may be, certifying that the amount billed has been incurred or paid by the Issuer, the Administrative Agent or the Trustee for one or more of the above items, and (y) a copy of the invoice or statement for the amount so incurred or paid. Amounts so billed shall be paid by the Company and ITT Holdings LLC within thirty (30) days after receipt of the b▇▇▇ by the Company or ITT Holdings LLC unless, in the case of expenditures described under clause (iii) above, the Company or ITT Holdings LLC is contesting such amounts in good faithlaw. (c) The Company and ITT Holdings LLC will also pay the reasonable fees and expenses Borrower shall receive, as a credit against its semiannual payment obligations of the Trustee Interest Portion, the amounts certified by the Trust pursuant to Section 5.10 of the Bond Resolution. Such amounts shall represent the Borrower’s allocable share of the interest earnings on certain funds and accounts established under the Indenture and all other amounts which may be payable to the Trustee under Bond Resolution, calculated in accordance with Section 10.02 5.10 of the Indenture, such amounts to be paid directly to the Trustee for the Trustee’s own account as and when such amounts become due and payableBond Resolution. (d) Each In accordance with the provisions of the Company and ITT Holdings LLC covenantsBond Resolution, for the benefit Borrower shall receive, as a credit against its Trust Bond Loan Repayments, the amounts set forth in the certificate of the Owners of the Bonds, to pay or cause to be paid, to the Trustee, such amounts as shall be necessary to enable Trust filed with the Trustee pursuant to pay the Purchase Price of Bonds delivered to it for purchase, all as more particularly described in Sections 4.01 and 4.02 of the Indenture; provided, however, that the obligation of the Company and ITT Holdings LLC to make any such payment under this Section 4.02(d) shall be reduced by the amount of moneys available for such payment described in Section 4.03(a5.02(4) of the Indenture; and provided, further, that the obligation of the Company and ITT Holdings LLC to make any payment under this subsection (d) shall be deemed to be satisfied and discharged to the extent of the corresponding payment made by a Credit Provider (if any) under a Credit Facility (if any) or by the Confirming Bank (if any) under the Confirming Letter of Credit (if any)Bond Resolution. (e) The Company shall promptly notify Interest on the Owners and any Prior Owners of any Determination of Taxability. Each Loan described in clause (ii) of the Company and ITT Holdings LLC covenants, for definition thereof shall be paid by the benefit Borrower in the amount of one-half of the Owners of the BondsAdministrative Fee, to pay or cause to be paid if any, to the Trustee when due any other amounts payable under the Bondssemiannually on each February 1 and August 1, includingcommencing August 1, but not limited to the following while the Bonds bear interest at a Bank Rate: (i) In the event of a Determination of Taxability (as defined in the Indenture), and upon demand of the Owner or any prior Owner, the Company and ITT Holdings LLC shall pay or cause to be paid to the Trustee such additional amount as shall be necessary to provide that interest on the Bonds shall have been payable at the Taxable Adjusted LIBOR Rate (as defined in the Indenture) from the Date of Taxability (as defined in the Indenture). The Company shall promptly notify the Owners and any Prior Owners of any Determination of Taxability2013. (iif) Upon The Borrower hereby agrees to pay to the Trust at the Loan Closing a Determination of Non De Minimis Exception Status (as defined “Security Review Fee” in the Indenture), and upon demand of the Owner or any prior Owner, the Company shall pay or cause to be paid to the Trustee such additional amounts as shall be amount necessary to provide that interest on reimburse the Bonds shall have been payable at Trust for all of its costs and expenses incurred in connection with reviewing the Adjusted Non De Minimis Exception Status (additional security securing the Trust Loan as defined set forth in Exhibit F hereto, if any, including without limitation the Indenture)fees and expenses of any professional advisers hired by the Trust in connection therewith. (iiig) Upon a Determination of Taxability or a Determination of Non de Minimis Exception Status, the Company and ITT Holdings LLC shall also pay or cause to be paid thirty (30) days prior written notice to the Trustee upon demand Borrower, an Authorized Officer of the Trust may, in the sole discretion of such Owner or prior Owner any taxesAuthorized Officer, interestprescribe the particular method by which payments pursuant to, penalties or other charges assessed against or payable and in satisfaction of, this Section 3.03 shall be made by such Owner or prior Owner and attributable to such Determination the Borrower. Such method as prescribed by an Authorized Officer of Taxability or a determination of Non De Minimis Exception Status and all reasonable administrative, out of pocket and other expenses incurred by such Owner or prior Owner which are attributable to such event, includingthe Trust may include, without limitation, the costs incurred automatic debit by such Owner the Trust or prior Owner to amend any of its tax returns, notwithstanding the repayment Trustee of the entire principal amount respective amounts of such payments, as required by this Section 3.03, from an account that shall be identified by the Borrower in writing and recorded on file with the Trust and the Trustee. In the absence of any such written notice to the Borrower by an Authorized Officer of the Bonds Trust pursuant to this subsection (g), the Borrower shall implement the payments required pursuant to, and in satisfaction of, this Section 3.03 either via electronic transfer of immediately available funds or any transfer or assignment of the Bondsvia check. (iv) If there is any Change in Law (as defined in the Revolving Credit Agreement) that increases the cost to the Bank holding the Bonds, then the Company and ITT Holdings LLC shall pay or cause to be paid to the Trustee such additional costs incurred or reduction suffered in accordance with Section 4.11 of the Revolving Credit Agreement, which section is incorporated herein by reference.

Amounts Payable. (a) The Company hereby covenants and agrees to repay the loan, as follows: on or before any Interest Payment Date for the Bonds or any other date that any payment of interest, premium, if any, or principal or Purchase Price is required to be made in respect of the Bonds pursuant to the Indenture, until the principal of, premium, if any, and interest on the Bonds shall have been fully paid or provision for the payment thereof shall have been made in accordance with the Indenture, in immediately available funds, a sum which, together with any other moneys available for such payment in any account of the Bond Fund, will enable the Trustee to pay the amount payable on such date as Purchase Price or principal of (whether at maturity or upon redemption or acceleration or otherwise), premium, if any, and interest on the Bonds as provided in the Indenture; provided, however, that the obligation of the Company to make any payment hereunder shall be deemed satisfied and discharged to the extent of the corresponding payment made by a Credit Provider (if any) to the Trustee under a Credit Facility (if any) or by the Confirming Bank (if any) under the Confirming Letter of Credit (if any). While the Bonds bear interest at a Bank Rate, each of the Company and ITT Holdings LLC agrees to pay (or cause to pay) the Purchase Price on the Bonds when due pursuant to Sections Section 4.01 and 4.02 of the Indenture. It is understood and agreed that all payments payable by or on behalf of the Company under subsection (a) of this Section 4.02 are assigned by the Issuer to the Trustee for the benefit of the Owners of the Bonds. Each of the The Company and ITT Holdings LLC assents to such assignment. The Issuer hereby directs the Company and ITT Holdings LLC and the Company and ITT Holdings LLC hereby agree, agrees to pay to the Trustee at the Principal Office of the Trustee all payments payable by or on behalf of the Company and/or ITT Holdings LLC pursuant to this subsection. (b) Each of the The Company and ITT Holdings LLC agrees that it will also pay: (i) All the reasonable fees and expenses of the Issuer’s reasonable actual out-of-pocket expenses and costs Issuer related to the issuance of the Bonds, including, without limitation, the acceptance fee of the Issuer in the amount of $45,708.04 payable on the date of issuance in connection with of the Bonds (provided, such amount may be paid out of bond proceeds) and an annual administrative payment payable directly to the Issuer on June 1 of each year in an annual amount equal to 1/10th of 1% of the principal amount of all Bonds Outstanding on January 2 of each year. The administrative payments shall be used for purposes of paying administrative and related costs of the Issuer, but shall not include Trustee fees incurred by the Issuer, and the Issuer agrees that it will notify the Company in writing prior to March 20th of each calendar year hereafter if it shall not waive such administrative payments for such year and, if these fees are not waived, such written notice shall advise the Company of the amount that is to be paid (not to exceed 1/10 of 1% per annum) the date on which the payment is due, and where such payment is to be remitted. In the event the Company should fail to pay such administrative expenses then due, the payment shall continue as an obligation of the Company until the amount shall have been fully paid, and the company agrees to pay the same with interest thereon (to the extent legally enforceable) at a rate per annum equal to the interest rate in effect from time to time on the Bonds, until paidyear; and (ii) the reasonable fees and expenses of such accountants, consultants, attorneys and other experts as may be engaged by the Issuer, the Administrative Agent or the Trustee to prepare such audits, financial statements or opinions or provide such other services as are reasonably required under this Agreement, the Indenture or the Tax Regulatory Agreement; and (iii) all taxes and assessments of any type or character charged to the Issuer, the Administrative Agent or to the Trustee affecting the amount available to the Issuer, the Administrative Agent or the Trustee from payments to be received hereunder or in any way arising due to the transactions contemplated hereby (including taxes and assessments assessed or levied by any public agency or governmental authority of whatever character having power to levy taxes or assessments) but excluding any taxes based upon the capital and/or income of the Trustee, the Administrative Agent or any other person other than the Company; provided, however, that the Company shall have the right to protest any such taxes or assessments assessed or levied upon them and that the Company shall have the right to withhold payment of any such taxes or assessments pending disposition of any such protest or contest unless such withholding, protest or contest would materially adversely affect the rights or interests of the Issuer, the Administrative Agent or the Trustee. The forgoing payments shall be billed to the Company and/or ITT Holdings LLC by the Issuer, the Administrative Agent or the Trustee from time to time, together with (x) a statement executed by a duly authorized officer or agent of the Issuer, the Administrative Agent or the Trustee, as the case may be, certifying that the amount billed has been incurred or paid by the Issuer, the Administrative Agent or the Trustee for one or more of the above items, and (y) a copy of the invoice or statement for the amount so incurred or paid. Amounts so billed shall be paid by the Company and ITT Holdings LLC within thirty (30) days after receipt of the b▇▇▇ bill by the Company or ITT Holdings LLC unless, in the case of expenditures described under clause (iii) above, the Company or ITT Holdings LLC is contesting such amounts in good faith. (c) The Company and ITT Holdings LLC will also pay the reasonable fees and expenses of the Trustee under the Indenture and all other amounts which may be payable to the Trustee under Section 10.02 of the Indenture, such amounts to be paid directly to the Trustee for the Trustee’s own account as and when such amounts become due and payable. (d) Each of the The Company and ITT Holdings LLC covenants, for the benefit of the Owners of the Bonds, to pay or cause to be paid, to the Trustee, such amounts as shall be necessary to enable the Trustee to pay the Purchase Price of Bonds delivered to it for purchase, all as more particularly described in Sections 4.01 and 4.02 of the Indenture; provided, however, that the obligation of the Company and ITT Holdings LLC to make any such payment under this Section 4.02(d) shall be reduced by the amount of moneys available for such payment described in Section 4.03(a4.03 (a) of the Indenture; and provided, further, that the obligation of the Company and ITT Holdings LLC to make any payment under this subsection (d) shall be deemed to be satisfied and discharged to the extent of the corresponding payment made by a Credit Provider (if any) under a Credit Facility (if any) or by the Confirming Bank (if any) under the Confirming Letter of Credit (if any). (e) The Company shall promptly notify the Owners and any Prior Owners of any Determination of Taxability. Each of the Company and ITT Holdings LLC covenants, for the benefit of the Owners of the Bonds, to pay or cause to be paid to the Trustee when due any other amounts payable under the Bonds, including, but not limited to the following while the Bonds bear interest at a Bank Rate: (i) In the event of a Determination of Taxability (as defined in the IndentureBonds), and upon demand of the Owner or any prior Owner, the Company and ITT Holdings LLC shall pay or cause to be paid to the Trustee such additional amount as shall be necessary to provide that interest on the Bonds shall have been payable at the Taxable Adjusted LIBOR Rate (as defined in the IndentureBonds) from the Date of Taxability (as defined in the IndentureBonds). The Company shall promptly notify the Owners and any Prior Owners of any Determination of Taxability. (ii) Upon a Determination of Non Non-De Minimis Exception Status (as defined in the IndentureBonds), and upon demand of the Owner or any prior Owner, the Company shall pay or cause to be paid to the Trustee such additional amounts amount as shall be necessary to provide that interest on the Bonds shall have been payable at the Adjusted Non Non-De Minimis LIBOR Rate (as defined in the Bonds) from the Date of Non-De Minimis Exception Status (as defined in the IndentureBonds). (iii) Upon a Determination of Taxability or a Determination of Non de Non-De Minimis Exception Status, the Company and ITT Holdings LLC shall also pay or cause to be paid to the Trustee upon demand of such Owner or prior Owner any taxes, interest, penalties or other charges assessed against or payable by such Owner or prior Owner and attributable to such Determination of Taxability or a determination Determination of Non Non-De Minimis Exception Status and all reasonable administrative, out of pocket and other expenses incurred by such Owner or prior Owner which are attributable to such event, including, without limitation, the costs incurred by such Owner or prior Owner to amend any of its tax returns, notwithstanding the repayment of the entire principal amount of the Bonds or any transfer or assignment of the Bonds. (iv) If there So long as any portion of the principal amount of the Bonds or interest thereon remains unpaid, if (i) any law, rule, regulation or executive order is or has been enacted or promulgated by any Change in Law (as defined in public body or governmental agency which changes the Revolving Credit Agreement) that increases the cost basis of taxation of payments to the Bank holding any Owner or prior Owner of principal or interest payable pursuant to the Bonds, then but excluding changes in the rates of tax applicable to the overall net income of any Owner or prior Owner, or (ii) as a result of action by any public body or governmental agency or the occurrence of a Determination of Non-De Minimis Exception Status, any payment is required to be made by, or any federal, state or local income tax deduction is denied to, any Owner or prior Owner of the Bonds by reason of the ownership of, borrowing money to invest in, or receiving principal of or interest on the Bonds, the Company and ITT Holdings LLC shall agrees to pay or cause to be paid to the Trustee such additional costs incurred amounts as are necessary to reimburse and indemnify on demand therefor, each such Owner and prior Owner against, any loss, cost, charge or reduction suffered expense with respect to any such change, payment or loss of deduction. (v) The Company agrees to pay the Owners a late fee on any payments past due for fifteen (15) or more days in accordance with Section 4.11 an amount equal to four percent (4%) of the Revolving Credit Agreementamount of payment past due. When any payment is past due for fifteen (15) or more days, which section subsequent payments shall first be applied to past due balances. This provision for late charges shall not be deemed to extend the time for payment or be a “grace period” or “cure period” that gives the Company a right to cure such default. Imposition of late charges is incorporated herein not contingent upon the giving of any notice or lapse of any cure period. (vi) The Company will pay or cause to be paid to the Trustee on demand all amounts required under the Bonds to be paid during any contest of a Determination of Taxability. (vii) The obligations of the Company contained in this subparagraph (e) shall survive the termination of this Agreement and the payment in full of the Bonds. (f) In the event the Company should fail to make any of the payments required in this Section 4.02, the item or installment so in default shall continue as an obligation of the Company until the amount in default shall have been fully paid, and the Company agrees to pay the same with interest thereon, to the extent permitted by referencelaw, from the date when such payment was due, at the rate of interest equal to the Default Rate.

Amounts Payable. (a) The Company hereby covenants and agrees to repay the loan, as follows: on or before any Interest Payment Date for the Bonds or any other date that any payment of interest, premium, if any, or principal or Purchase Price is required to be made in respect of the Bonds pursuant to the Indenture, until the principal of, premium, if any, and interest on the Bonds shall have been fully paid or provision for the payment thereof shall have been made in accordance with the Indenture, in immediately available funds, a sum which, together with any other moneys available for such payment in any account of the Bond Fund, will enable the Trustee to pay the amount payable on such date as Purchase Price or principal of (whether at maturity or upon redemption or acceleration or otherwise), premium, if any, and interest on the Bonds as provided in the Indenture, including, without limitation, upon a Determination of Taxability; provided, however, that the obligation of the Company to make any payment hereunder shall be deemed satisfied and discharged to the extent of the corresponding payment made by a the Credit Provider (if any) to the Trustee under a the Credit Facility (if any) Facility, or by the Confirming Bank (if any) under the Confirming Letter of Credit (if any). While as provided in Section 6.09 while the Bonds bear interest at a Bank Rate, each of Rate other than during the Company and ITT Holdings LLC agrees to pay Initial Bank Rate Period. (or cause to payb) the Purchase Price on the Bonds when due pursuant to Sections 4.01 and 4.02 of the Indenture. It is understood and agreed that all payments payable by or on behalf of the Company under subsection (a) of this Section 4.02 are assigned by the Issuer to the Trustee for the benefit of the Owners of the Bonds. Each of the The Company and ITT Holdings LLC assents to such assignment. The Other than as provided in Section 6.09 hereof, the Issuer hereby directs the Company and ITT Holdings LLC and the Company and ITT Holdings LLC hereby agree, agrees to pay to the Trustee at the Principal Office of the Trustee all payments payable by or on behalf of the Company and/or ITT Holdings LLC pursuant to this subsection. (b) Each of the Company and ITT Holdings LLC agrees that it will also pay: (i) All of the Issuer’s reasonable actual out-of-pocket expenses and costs of issuance in connection with the Bonds and an annual administrative payment payable directly to the Issuer on June 1 of each year in an annual amount equal to 1/10th of 1% of the principal amount of all Bonds Outstanding on January 2 of each year. The administrative payments shall be used for purposes of paying administrative and related costs of the Issuer, but shall not include Trustee fees incurred by the Issuer, and the Issuer agrees that it will notify the Company in writing prior to March 20th of each calendar year hereafter if it shall not waive such administrative payments for such year and, if these fees are not waived, such written notice shall advise the Company of the amount that is to be paid (not to exceed 1/10 of 1% per annum) the date on which the payment is due, and where such payment is to be remitted. In the event the Company should fail to pay such administrative expenses then due, the payment shall continue as an obligation of the Company until the amount shall have been fully paid, and the company agrees to pay the same with interest thereon (to the extent legally enforceable) at a rate per annum equal to the interest rate in effect from time to time on the Bonds, until paid; and (ii) the reasonable fees and expenses of such accountants, consultants, attorneys and other experts as may be engaged by the Issuer, the Administrative Agent or the Trustee to prepare such audits, financial statements or opinions or provide such other services as are reasonably required under this Agreement, the Indenture or the Tax Regulatory Agreement; and (iii) all taxes and assessments of any type or character charged to the Issuer, the Administrative Agent or to the Trustee affecting the amount available to the Issuer, the Administrative Agent or the Trustee from payments to be received hereunder or in any way arising due to the transactions contemplated hereby (including taxes and assessments assessed or levied by any public agency or governmental authority of whatever character having power to levy taxes or assessments) but excluding any taxes based upon the capital and/or income of the Trustee, the Administrative Agent or any other person other than the Company; provided, however, that the Company shall have the right to protest any such taxes or assessments assessed or levied upon them and that the Company shall have the right to withhold payment of any such taxes or assessments pending disposition of any such protest or contest unless such withholding, protest or contest would materially adversely affect the rights or interests of the Issuer, the Administrative Agent or the Trustee. The forgoing payments shall be billed to the Company and/or ITT Holdings LLC by the Issuer, the Administrative Agent or the Trustee from time to time, together with (x) a statement executed by a duly authorized officer or agent of the Issuer, the Administrative Agent or the Trustee, as the case may be, certifying that the amount billed has been incurred or paid by the Issuer, the Administrative Agent or the Trustee for one or more of the above items, and (y) a copy of the invoice or statement for the amount so incurred or paid. Amounts so billed shall be paid by the Company and ITT Holdings LLC within thirty (30) days after receipt of the b▇▇▇ by the Company or ITT Holdings LLC unless, in the case of expenditures described under clause (iii) above, the Company or ITT Holdings LLC is contesting such amounts in good faith. (c) The Company will also pay the reasonable expenses of the Issuer related to the issuance of the Bonds and ITT Holdings LLC the transactions contemplated by this Agreement and any advances incurred and any advances made by the Issuer pursuant to Section 6.21 hereof. The Company further agrees to pay all reasonable Administration Expenses. (d) The Company will also pay the reasonable fees and expenses of the Trustee under the Indenture and all other amounts which may be payable to the Trustee under Section 10.02 of the Indenture, such amounts to be paid directly to the Trustee for the Trustee’s own account as and when such amounts become due and payable. (de) Each of the The Company and ITT Holdings LLC covenants, for the benefit of the Owners of the Bonds, to pay or cause to be paid, to the Trustee, such amounts as shall be necessary to enable the Trustee to pay the Purchase Price of Bonds delivered to it for purchase, all as more particularly described in Sections 4.01 and 4.02 of the Indenture; provided, however, that the obligation of the Company and ITT Holdings LLC to make any such payment under this Section 4.02(d) shall be reduced by the amount of moneys available for such payment described in Section 4.03(a) of the Indenture; and provided, further, that the obligation of the Company and ITT Holdings LLC to make any payment under this subsection (d) shall be deemed to be satisfied and discharged to the extent of the corresponding payment made by a Credit Provider (if any) under a Credit Facility (if any) or by the Confirming Bank (if any) under the Confirming Letter of Credit (if any)4. (e) The Company shall promptly notify the Owners and any Prior Owners of any Determination of Taxability. Each of the Company and ITT Holdings LLC covenants, for the benefit of the Owners of the Bonds, to pay or cause to be paid to the Trustee when due any other amounts payable under the Bonds, including, but not limited to the following while the Bonds bear interest at a Bank Rate: (i) In the event of a Determination of Taxability (as defined in the Indenture), and upon demand of the Owner or any prior Owner, the Company and ITT Holdings LLC shall pay or cause to be paid to the Trustee such additional amount as shall be necessary to provide that interest on the Bonds shall have been payable at the Taxable Adjusted LIBOR Rate (as defined in the Indenture) from the Date of Taxability (as defined in the Indenture). The Company shall promptly notify the Owners and any Prior Owners of any Determination of Taxability. (ii) Upon a Determination of Non De Minimis Exception Status (as defined in the Indenture), and upon demand of the Owner or any prior Owner, the Company shall pay or cause to be paid to the Trustee such additional amounts as shall be necessary to provide that interest on the Bonds shall have been payable at the Adjusted Non De Minimis Exception Status (as defined in the Indenture). (iii) Upon a Determination of Taxability or a Determination of Non de Minimis Exception Status, the Company and ITT Holdings LLC shall also pay or cause to be paid to the Trustee upon demand of such Owner or prior Owner any taxes, interest, penalties or other charges assessed against or payable by such Owner or prior Owner and attributable to such Determination of Taxability or a determination of Non De Minimis Exception Status and all reasonable administrative, out of pocket and other expenses incurred by such Owner or prior Owner which are attributable to such event, including, without limitation, the costs incurred by such Owner or prior Owner to amend any of its tax returns, notwithstanding the repayment of the entire principal amount of the Bonds or any transfer or assignment of the Bonds. (iv) If there is any Change in Law (as defined in the Revolving Credit Agreement) that increases the cost to the Bank holding the Bonds, then the Company and ITT Holdings LLC shall pay or cause to be paid to the Trustee such additional costs incurred or reduction suffered in accordance with Section 4.11 of the Revolving Credit Agreement, which section is incorporated herein by reference.

Amounts Payable. (a) The Company hereby covenants and agrees to Borrower shall repay the loan, Loan in installments payable to the Trustee as follows: on or before any Interest Payment Date for : (i) the Bonds or any other date that any payment of interest, premium, if any, or principal or Purchase Price is required to be made in respect of the Bonds pursuant to the Indenture, until the principal of, premium, if any, and interest Loan shall be repaid annually on the Bonds shall have been fully paid or provision for the payment thereof shall have been made Principal Payment Dates, in accordance with the Indentureschedule set forth in Exhibit A-2 attached hereto and made a part hereof, as the same may be amended or modified by any credits applicable to the Borrower as set forth in the Bond Resolution; (ii) the Interest Portion described in clause (i) of the definition thereof shall be paid semiannually on the Interest Payment Dates, in immediately available fundsaccordance with the schedule set forth in Exhibit A-2 attached hereto and made a part hereof, a sum which, together with as the same may be amended or modified by any other moneys available for such payment credits applicable to the Borrower as set forth in any account the Bond Resolution; and (iii) the Interest Portion described in clause (ii) of the definition thereof shall be paid upon the date of optional redemption or acceleration, as the case may be, of the Trust Bonds allocable to any prepaid or accelerated Trust Bond FundLoan Repayment. The obligations of the Borrower under the Borrower Bond shall be deemed to be amounts payable under this Section 3.03. Each Loan Repayment, will enable whether satisfied through a direct payment by the Borrower to the Trustee or (with respect to the Interest Portion) through the use of Trust Bond proceeds and income thereon on deposit in the Interest Account (as defined in the Bond Resolution) to pay the amount payable on such date as Purchase Price or principal of (whether at maturity or upon redemption or acceleration or otherwise), premium, if any, and interest on the Bonds as provided Trust Bonds, shall be deemed to be a credit against the corresponding obligation of the Borrower under this Section 3.03 and shall fulfill the Borrower’s obligation to pay such amount hereunder and under the Borrower Bond. Each payment made to the Trustee pursuant to this Section 3.03 shall be applied first to the Interest Portion then due and payable, second to the principal of the Loan then due and payable, third to the payment of the Administrative Fee, and finally to the payment of any late charges hereunder. (b) The Interest on the Loan described in clause (iii) of the Indenturedefinition thereof shall (i) consist of a late charge for any Trust Bond Loan Repayment that is received by the Trustee later than the tenth (10th) day following its due date and (ii) be payable immediately thereafter in an amount equal to the greater of twelve percent (12%) per annum or the Prime Rate plus one half of one percent per annum on such late payment from its due date to the date it is actually paid; provided, however, that the obligation rate of the Company to make any payment hereunder shall be deemed satisfied and discharged to the extent of the corresponding payment made by a Credit Provider (if any) to the Trustee under a Credit Facility (if any) or by the Confirming Bank (if any) under the Confirming Letter of Credit (if any). While the Bonds bear interest at a Bank Rate, each of the Company and ITT Holdings LLC agrees to pay (or cause to pay) the Purchase Price Interest on the Bonds when due pursuant to Sections 4.01 and 4.02 of the Indenture. It is understood and agreed that all payments payable by or on behalf of the Company under subsection (a) of this Section 4.02 are assigned by the Issuer to the Trustee for the benefit of the Owners of the Bonds. Each of the Company and ITT Holdings LLC assents to such assignment. The Issuer hereby directs the Company and ITT Holdings LLC and the Company and ITT Holdings LLC hereby agreeLoan, to pay to the Trustee at the Principal Office of the Trustee all payments payable by or on behalf of the Company and/or ITT Holdings LLC pursuant to this subsection. (b) Each of the Company and ITT Holdings LLC agrees that it will also pay: (i) All of the Issuer’s reasonable actual out-of-pocket expenses and costs of issuance in connection with the Bonds and an annual administrative including, without limitation, any late payment payable directly to the Issuer on June 1 of each year in an annual amount equal to 1/10th of 1% of the principal amount of all Bonds Outstanding on January 2 of each year. The administrative payments shall be used for purposes of paying administrative and related costs of the Issuercharges incurred hereunder, but shall not include Trustee fees incurred by exceed the Issuer, and the Issuer agrees that it will notify the Company in writing prior to March 20th of each calendar year hereafter if it shall not waive such administrative payments for such year and, if these fees are not waived, such written notice shall advise the Company of the amount that is to be paid (not to exceed 1/10 of 1% per annum) the date on which the payment is due, and where such payment is to be remitted. In the event the Company should fail to pay such administrative expenses then due, the payment shall continue as an obligation of the Company until the amount shall have been fully paid, and the company agrees to pay the same with interest thereon (to the extent legally enforceable) at a rate per annum equal to the maximum interest rate in effect from time to time on the Bonds, until paid; and (ii) the reasonable fees and expenses of such accountants, consultants, attorneys and other experts as may be engaged permitted by the Issuer, the Administrative Agent or the Trustee to prepare such audits, financial statements or opinions or provide such other services as are reasonably required under this Agreement, the Indenture or the Tax Regulatory Agreement; and (iii) all taxes and assessments of any type or character charged to the Issuer, the Administrative Agent or to the Trustee affecting the amount available to the Issuer, the Administrative Agent or the Trustee from payments to be received hereunder or in any way arising due to the transactions contemplated hereby (including taxes and assessments assessed or levied by any public agency or governmental authority of whatever character having power to levy taxes or assessments) but excluding any taxes based upon the capital and/or income of the Trustee, the Administrative Agent or any other person other than the Company; provided, however, that the Company shall have the right to protest any such taxes or assessments assessed or levied upon them and that the Company shall have the right to withhold payment of any such taxes or assessments pending disposition of any such protest or contest unless such withholding, protest or contest would materially adversely affect the rights or interests of the Issuer, the Administrative Agent or the Trustee. The forgoing payments shall be billed to the Company and/or ITT Holdings LLC by the Issuer, the Administrative Agent or the Trustee from time to time, together with (x) a statement executed by a duly authorized officer or agent of the Issuer, the Administrative Agent or the Trustee, as the case may be, certifying that the amount billed has been incurred or paid by the Issuer, the Administrative Agent or the Trustee for one or more of the above items, and (y) a copy of the invoice or statement for the amount so incurred or paid. Amounts so billed shall be paid by the Company and ITT Holdings LLC within thirty (30) days after receipt of the b▇▇▇ by the Company or ITT Holdings LLC unless, in the case of expenditures described under clause (iii) above, the Company or ITT Holdings LLC is contesting such amounts in good faithlaw. (c) The Company and ITT Holdings LLC will also pay the reasonable fees and expenses Borrower shall receive, as a credit against its semiannual payment obligations of the Trustee Interest Portion, the amounts, if any, certified by the Trust pursuant to Section 5.10 of the Bond Resolution. Such amounts shall represent the Borrower’s allocable share of the interest earnings on certain funds and accounts established under the Indenture Bond Resolution, as calculated and all other amounts which may be payable to the Trustee under determined in accordance with Section 10.02 5.10 of the Indenture, such amounts to be paid directly to the Trustee for the Trustee’s own account as and when such amounts become due and payableBond Resolution. (d) Each In accordance with the provisions of the Company and ITT Holdings LLC covenantsBond Resolution, for the benefit Borrower shall receive, as a credit against its Trust Bond Loan Repayments, the amounts, if any, set forth in the certificate of the Owners of the Bonds, to pay or cause to be paid, to the Trustee, such amounts as shall be necessary to enable Trust filed with the Trustee pursuant to pay the Purchase Price of Bonds delivered to it for purchase, all as more particularly described in Sections 4.01 and 4.02 of the Indenture; provided, however, that the obligation of the Company and ITT Holdings LLC to make any such payment under this Section 4.02(d) shall be reduced by the amount of moneys available for such payment described in Section 4.03(a5.02(4) of the Indenture; and provided, further, that the obligation of the Company and ITT Holdings LLC to make any payment under this subsection (d) shall be deemed to be satisfied and discharged to the extent of the corresponding payment made by a Credit Provider (if any) under a Credit Facility (if any) or by the Confirming Bank (if any) under the Confirming Letter of Credit (if any)Bond Resolution. (e) The Company shall promptly notify Interest on the Owners and any Prior Owners of any Determination of Taxability. Each Loan described in clause (ii) of the Company and ITT Holdings LLC covenants, for definition thereof shall be paid by the benefit Borrower in the amount of one-half of the Owners of the BondsAdministrative Fee, to pay or cause to be paid if any, to the Trustee when due any other amounts payable under the Bondssemiannually on each February 1 and August 1, includingcommencing August 1, but not limited to the following while the Bonds bear interest at a Bank Rate: (i) In the event of a Determination of Taxability (as defined in the Indenture), and upon demand of the Owner or any prior Owner, the Company and ITT Holdings LLC shall pay or cause to be paid to the Trustee such additional amount as shall be necessary to provide that interest on the Bonds shall have been payable at the Taxable Adjusted LIBOR Rate (as defined in the Indenture) from the Date of Taxability (as defined in the Indenture). The Company shall promptly notify the Owners and any Prior Owners of any Determination of Taxability2015. (iif) Upon See Section 3.03(f) as set forth in Schedule A attached hereto, made a Determination of Non De Minimis Exception Status (part hereof and incorporated herein by reference as defined if set forth in the Indenture), and upon demand of the Owner or any prior Owner, the Company shall pay or cause to be paid to the Trustee such additional amounts as shall be necessary to provide that interest on the Bonds shall have been payable at the Adjusted Non De Minimis Exception Status (as defined in the Indenture)full herein. (iiig) Upon a Determination of Taxability or a Determination of Non de Minimis Exception Status, the Company and ITT Holdings LLC shall also pay or cause to be paid thirty (30) days prior written notice to the Trustee upon demand Borrower, an Authorized Officer of the Trust may, in the sole discretion of such Owner or prior Owner any taxesAuthorized Officer, interestprescribe the particular method by which payments pursuant to, penalties or other charges assessed against or payable and in satisfaction of, this Section 3.03 shall be made by such Owner or prior Owner and attributable to such Determination the Borrower. Such method as prescribed by an Authorized Officer of Taxability or a determination of Non De Minimis Exception Status and all reasonable administrative, out of pocket and other expenses incurred by such Owner or prior Owner which are attributable to such event, includingthe Trust may include, without limitation, the costs incurred automatic debit by such Owner the Trust or prior Owner to amend any of its tax returns, notwithstanding the repayment Trustee of the entire principal amount respective amounts of such payments, as required by this Section 3.03, from an account that shall be identified by the Borrower in writing and recorded on file with the Trust and the Trustee. In the absence of any such written notice to the Borrower by an Authorized Officer of the Bonds Trust pursuant to this subsection (g), the Borrower shall implement the payments required pursuant to, and in satisfaction of, this Section 3.03 either via electronic transfer of immediately available funds or any transfer or assignment of the Bondsvia check. (iv) If there is any Change in Law (as defined in the Revolving Credit Agreement) that increases the cost to the Bank holding the Bonds, then the Company and ITT Holdings LLC shall pay or cause to be paid to the Trustee such additional costs incurred or reduction suffered in accordance with Section 4.11 of the Revolving Credit Agreement, which section is incorporated herein by reference.

Amounts Payable. (a) The Company hereby covenants and agrees to repay pay to the loanTrustee, as follows: assignee of the Issuer, in funds which will be immediately available on or before any Interest Payment Date for the Bonds or any other date that any day payment of interestis due, from time to time as the amount owed hereunder, including interest thereon (which interest obligation shall equal the interest and premium, if any, on the Bonds), amounts which, and at or principal or Purchase Price is required before times which, shall correspond (i) to be made the payments in respect of the Bonds pursuant to the Indenture, until the principal of, of and premium, if any, and interest on the Bonds whenever and in whatever manner the same shall have been fully paid or provision for the payment thereof shall have been made in accordance with the Indenture, in immediately available funds, a sum which, together with any other moneys available for such payment in any account of the Bond Fund, will enable the Trustee to pay the amount payable on such date as Purchase Price or principal of (become due whether at maturity or stated maturity, upon redemption or acceleration or otherwise), premium, if any, and interest on the Bonds as provided in the Indenture; provided, however, that the obligation of the Company to make any payment hereunder shall be deemed satisfied and discharged to the extent of the corresponding payment made by a Credit Provider (if any) to the Trustee under a Credit Facility (if any) or by the Confirming Bank (if any) under the Confirming Letter of Credit (if any). While the Bonds bear interest at a Bank Rate, each of the Company and ITT Holdings LLC agrees to pay (or cause to pay) the Purchase Price on the Bonds when due pursuant to Sections 4.01 and 4.02 of the Indenture. It is understood and agreed that all payments payable by or on behalf of the Company under subsection (a) of this Section 4.02 are assigned by the Issuer to the Trustee for the benefit of the Owners of the Bonds. Each of the Company and ITT Holdings LLC assents to such assignment. The Issuer hereby directs the Company and ITT Holdings LLC and the Company and ITT Holdings LLC hereby agree, to pay to the Trustee at the Principal Office of the Trustee all payments payable by or on behalf of the Company and/or ITT Holdings LLC pursuant to this subsection. (b) Each of the Company and ITT Holdings LLC agrees that it will also pay: (i) All of the Issuer’s reasonable actual out-of-pocket expenses and costs of issuance in connection with the Bonds and an annual administrative payment payable directly to the Issuer on June 1 of each year in an annual amount equal to 1/10th of 1% of the principal amount of all Bonds Outstanding on January 2 of each year. The administrative payments shall be used for purposes of paying administrative and related costs of the Issuer, but shall not include Trustee fees incurred by the Issuer, and the Issuer agrees that it will notify the Company in writing prior to March 20th of each calendar year hereafter if it shall not waive such administrative payments for such year and, if these fees are not waived, such written notice shall advise the Company of the amount that is to be paid (not to exceed 1/10 of 1% per annum) the date on which the payment is due, and where such payment is to be remitted. In the event the Company should fail to pay such administrative expenses then due, the payment shall continue as an obligation of the Company until the amount shall have been fully paid, and the company agrees to pay the same with interest thereon (to the extent legally enforceable) at a rate per annum equal to the interest rate in effect from time to time on the Bonds, until paid; and (ii) the reasonable fees and expenses purchase price of such accountants, consultants, attorneys and other experts as may be engaged by the Issuer, the Administrative Agent Bonds required or the Trustee to prepare such audits, financial statements or opinions or provide such other services as are reasonably required under this Agreement, the Indenture or the Tax Regulatory Agreement; and (iii) all taxes and assessments of any type or character charged to the Issuer, the Administrative Agent or to the Trustee affecting the amount available to the Issuer, the Administrative Agent or the Trustee from payments permitted to be received hereunder or in purchased under the Indenture. If (i) at the date any way arising due to payment on the transactions contemplated hereby (including taxes and assessments assessed or levied Bonds is due, available moneys are held by any public agency or governmental authority of whatever character having power to levy taxes or assessments) but excluding any taxes based upon the capital and/or income of the Trustee, the Administrative Agent or any other person other than the Company; provided, however, that the Company shall have the right to protest any such taxes or assessments assessed or levied upon them and that the Company shall have the right to withhold payment of any such taxes or assessments pending disposition of any such protest or contest unless such withholding, protest or contest would materially adversely affect the rights or interests of the Issuer, the Administrative Agent or the Trustee. The forgoing payments shall be billed to the Company and/or ITT Holdings LLC by the Issuer, the Administrative Agent or the Trustee from time to time, together with (x) a statement executed by a duly authorized officer or agent of the Issuer, the Administrative Agent or the Trustee, as the case may be, certifying that the amount billed has been incurred or paid by the Issuer, the Administrative Agent or the Trustee for one or more of the above items, and (y) a copy of the invoice or statement for the amount so incurred or paid. Amounts so billed shall be paid by the Company and ITT Holdings LLC within thirty (30) days after receipt of the b▇▇▇ by the Company or ITT Holdings LLC unless, in the case of expenditures described under clause (iii) above, the Company or ITT Holdings LLC is contesting such amounts in good faith. (c) The Company and ITT Holdings LLC will also pay the reasonable fees and expenses of the Trustee under the Indenture which are not being held for the payment of Bonds due and all other amounts payable but which may have not been presented for payment, or (ii) on any date on which Bonds are to be payable purchased pursuant to the Trustee under Section 10.02 4.02 of the Indenture, there are any available moneys held for the payment of the purchase price which are not being held for the purchase of Bonds which have not been presented for purchase pursuant to Section 6 of the form of Bonds, then, in each case, such amounts moneys shall be credited against the payment then due hereunder, first in respect of interest on the amount then due and owing ▇▇▇▇▇▇▇▇▇ and then, to the extent of remaining moneys, in respect of principal on the amount then due and owing hereunder. The Company will also pay: (i) the fees, charges and reasonable expenses of the Trustee, any paying agents and the Remarketing Agent under the Indenture, such fees, charges, and reasonable expenses to be paid directly to the Trustee Trustee, paying agents and Remarketing Agent for the Trustee’s own account their respective accounts as and when such amounts fees, charges and reasonable expenses become due and payable. , (dii) Each any expenses and costs incurred or to be incurred by virtue of the Company and ITT Holdings LLC covenants, for the benefit of the Owners issuance of the Bonds, to pay or cause to be paid, to the Trustee, such amounts as shall be necessary to enable the Trustee to pay the Purchase Price of Bonds delivered to it for purchase, all as more particularly described (iii) any expenses in Sections 4.01 and 4.02 of the Indenture; provided, however, that the obligation of the Company and ITT Holdings LLC to make connection with any such payment under this Section 4.02(d) shall be reduced by the amount of moneys available for such payment described in Section 4.03(a) of the Indenture; and provided, further, that the obligation of the Company and ITT Holdings LLC to make any payment under this subsection (d) shall be deemed to be satisfied and discharged to the extent of the corresponding payment made by a Credit Provider (if any) under a Credit Facility (if any) or by the Confirming Bank (if any) under the Confirming Letter of Credit (if any). (e) The Company shall promptly notify the Owners and any Prior Owners of any Determination of Taxability. Each of the Company and ITT Holdings LLC covenants, for the benefit of the Owners redemption of the Bonds, to pay or cause to be paid to and (iv) any expenses in connection with the Trustee when due any other amounts payable under the Bonds, including, but not limited to the following while the Bonds bear interest at a Bank Rate: (i) In the event of a Determination of Taxability (as defined in the Indenture), and upon demand redemption of the Owner or any prior Owner, the Company and ITT Holdings LLC shall pay or cause to be paid to the Trustee such additional amount as shall be necessary to provide that interest on the Bonds shall have been payable at the Taxable Adjusted LIBOR Rate (as defined in the Indenture) from the Date of Taxability (as defined in the Indenture)Series E Bonds. The Company shall promptly notify also agrees that, on or before the Owners and any Prior Owners date of any Determination of Taxability. (ii) Upon a Determination of Non De Minimis Exception Status (as defined in the Indenture), and upon demand redemption of the Owner or any prior OwnerSeries E Bonds, the Company shall it will pay or cause to be paid to the Series E Trustee such additional amounts as shall be necessary to provide that interest on for deposit into the Bonds shall have been payable at Bond Fund held by the Adjusted Non De Minimis Exception Status (as defined Series E Trustee in connection with the Indenture). (iii) Upon a Determination Series E Bonds, an amount of Taxability or a Determination of Non de Minimis Exception Statusfunds which, the Company and ITT Holdings LLC shall also pay or cause to be paid when added to the Trustee upon demand of such Owner or prior Owner any taxes, interest, penalties or other charges assessed against or payable by such Owner or prior Owner and attributable to such Determination of Taxability or a determination of Non De Minimis Exception Status and all reasonable administrative, out of pocket and other expenses incurred by such Owner or prior Owner which are attributable to such event, including, without limitation, the costs incurred by such Owner or prior Owner to amend any of its tax returns, notwithstanding the repayment of the entire principal amount proceeds of the Bonds or any transfer or assignment (other than proceeds, if any, representing accrued interest), the proceeds of the Bonds. (iv) If there is any Change in Law (as defined in the Revolving Credit Agreement) that increases the cost to the Bank holding the Bonds, then the Company and ITT Holdings LLC shall pay or cause to be paid to the Trustee such additional costs incurred or reduction suffered in accordance with Section 4.11 of the Revolving Credit Agreement, which section is incorporated herein by reference.1995

Amounts Payable. (a) The Company hereby covenants and agrees to repay the loan, as follows: on or before any Interest Payment Date for the Bonds or any other date that any payment of interest, premium, if any, or principal or Purchase Price is required to be made in respect of the Bonds pursuant to the Indenture, until the principal of, premium, if any, and interest on the Bonds shall have been fully paid or provision for the payment thereof shall have been made in accordance with the Indenture, in immediately available funds, a sum which, together with any other moneys available for such payment in any account of the Bond Fund, will enable the Trustee to pay the amount payable on such date as Purchase Price or principal of (whether at maturity or upon redemption or acceleration or otherwise), premium, if any, and interest on the Bonds as provided in the Indenture; provided, however, that the obligation of the Company to make any payment hereunder shall be deemed satisfied and discharged to the extent of the corresponding payment made by a Credit Provider (if any) the Bank to the Trustee under a Credit Facility (if any) or by the Confirming Bank (if any) under the Confirming Letter of Credit (if any). While the Bonds bear interest at a Bank Rate, each of the Company and ITT Holdings LLC agrees to pay (or cause to pay) the Purchase Price on the Bonds when due pursuant to Sections 4.01 and 4.02 of the IndentureCredit. It is understood and agreed that all payments payable by or on behalf of the Company under subsection (a) of this Section 4.02 4.2 are assigned by the Issuer to the Trustee for the benefit of the Owners of the Bonds. Each of the The Company and ITT Holdings LLC assents to such assignment. The Issuer hereby directs the Company and ITT Holdings LLC and the Company and ITT Holdings LLC hereby agree, agrees to pay to the Trustee at the Principal Office of the Trustee all payments payable by or on behalf of the Company and/or ITT Holdings LLC pursuant to this subsection. (b) Each The Company will also pay the Issuance Fee and reasonable expenses of the Issuer related to the issuance of the Bonds and incurred upon the written request of the Company and ITT Holdings LLC agrees that it will also pay: (i) All all reasonable ongoing costs and expenses for any continuing duties or obligations of the Issuer’s reasonable actual out-of-pocket expenses and costs of issuance Issuer related in connection with the Bonds and an annual administrative payment payable directly any respect to the Issuer on June 1 of each year in an annual amount equal to 1/10th of 1% of the principal amount of all Bonds Outstanding on January 2 of each year. The administrative payments shall be used for purposes of paying administrative and related costs of the Issuer, but shall not include Trustee fees incurred by the Issuer, and the Issuer agrees that it will notify the Company in writing prior to March 20th of each calendar year hereafter if it shall not waive such administrative payments for such year and, if these fees are not waived, such written notice shall advise the Company of the amount that is to be paid (not to exceed 1/10 of 1% per annum) the date on which the payment is due, and where such payment is to be remitted. In the event the Company should fail to pay such administrative expenses then due, the payment shall continue as an obligation of the Company until the amount shall have been fully paid, and the company agrees to pay the same with interest thereon (to the extent legally enforceable) at a rate per annum equal to the interest rate in effect from time to time on the Bonds, until paid; and (ii) the reasonable fees and expenses of such accountants, consultants, attorneys and other experts as may be engaged by the Issuer, the Administrative Agent or the Trustee to prepare such audits, financial statements or opinions or provide such other services as are reasonably required under this Agreement, the Indenture or any other documents executed in connection therewith after the Tax Regulatory Agreement; and (iii) all taxes and assessments of any type or character charged to the Issuer, the Administrative Agent or to the Trustee affecting the amount available to the Issuer, the Administrative Agent or the Trustee from payments to be received hereunder or in any way arising due to the transactions contemplated hereby (including taxes and assessments assessed or levied by any public agency or governmental authority of whatever character having power to levy taxes or assessments) but excluding any taxes based upon the capital and/or income issuance of the Trustee, the Administrative Agent or any other person other than the Company; provided, however, that the Company shall have the right to protest any such taxes or assessments assessed or levied upon them and that the Company shall have the right to withhold payment of any such taxes or assessments pending disposition of any such protest or contest unless such withholding, protest or contest would materially adversely affect the rights or interests of the Issuer, the Administrative Agent or the Trustee. The forgoing payments shall be billed to the Company and/or ITT Holdings LLC by the Issuer, the Administrative Agent or the Trustee from time to time, together with (x) a statement executed by a duly authorized officer or agent of the Issuer, the Administrative Agent or the Trustee, as the case may be, certifying that the amount billed has been incurred or paid by the Issuer, the Administrative Agent or the Trustee for one or more of the above items, and (y) a copy of the invoice or statement for the amount so incurred or paid. Amounts so billed shall be paid by the Company and ITT Holdings LLC within thirty (30) days after receipt of the b▇▇▇ by the Company or ITT Holdings LLC unless, in the case of expenditures described under clause (iii) above, the Company or ITT Holdings LLC is contesting such amounts in good faithBonds. (c) The Company and ITT Holdings LLC will also pay the reasonable fees and expenses of the Trustee under the Indenture and all other amounts which may be payable to the Trustee under Section 10.02 of the Indenture, such amounts to be paid directly to the Trustee for the Trustee’s 's own account as and when such amounts become due and payable. (d) Each of the The Company and ITT Holdings LLC covenants, for the benefit of the Owners of the Bonds, to pay or cause to be paid, to the TrusteeTender Agent, such amounts as shall be necessary to enable the Trustee Tender Agent to pay the Purchase Price of Bonds delivered to it for purchase, all as more particularly described in Sections 4.01 3.08, 4.01, 4.02 and 4.02 4.04 of the Indenture; providedPROVIDED, howeverHOWEVER, that the obligation of the Company and ITT Holdings LLC to make any such payment under this Section 4.02(dsubsection (d) shall be reduced by the amount of moneys available for such payment described in subsection (I) of Section 4.03(a) 4.05 of the Indenture; and providedPROVIDED, furtherFURTHER, that the obligation of the Company and ITT Holdings LLC to make any payment under this subsection (d) shall be deemed to be satisfied and discharged to the extent of the corresponding payment made by a Credit Provider (if any) under a Credit Facility (if any) or by the Confirming Bank (if any) under the Confirming Letter of Credit (if any)Credit. (e) The Company shall promptly notify the Owners and any Prior Owners of any Determination of Taxability. Each of the Company and ITT Holdings LLC covenants, for the benefit of the Owners of the Bonds, to pay or cause to be paid to the Trustee when due any other amounts payable under the Bonds, including, but not limited to the following while the Bonds bear interest at a Bank Rate: (i) In the event of a Determination of Taxability (as defined in the Indenture), and upon demand Company should fail to make any of the Owner or any prior Ownerpayments required in this Section 4.2, which are not otherwise paid by the Bank, the item or installment so in default shall continue as an obligation of the Company and ITT Holdings LLC shall pay or cause to be paid to until the Trustee such additional amount as shall be necessary to provide that interest on the Bonds in default shall have been payable fully paid, and the Company agrees to pay the same with interest thereon, to the extent permitted by law, from the date when such payment was due, at the Taxable Adjusted LIBOR Rate (as defined in rate of interest borne by the Indenture) from the Date of Taxability (as defined in the Indenture). The Company shall promptly notify the Owners and any Prior Owners of any Determination of TaxabilityBonds. (ii) Upon a Determination In the event the Company should fail or refuse to comply with the provisions of Non De Minimis Exception Status this Agreement or the Mortgage or the Indenture after the Letter of Credit Termination Date, and such default continues for thirty (as defined in 30) days after written notice has been given by the Trustee, the Trustee may proceed, subject to Section 9.03 of the Indenture), to protect and upon demand enforce the rights of the Owner Owners by mandamus or any prior Owner, the Company shall pay by action or cause to be paid to the Trustee such additional amounts as shall be necessary to provide that interest on the Bonds shall have been payable at the Adjusted Non De Minimis Exception Status (as defined suit in the Indenture)equity. (iii) Upon a Determination of Taxability or a Determination of Non de Minimis Exception Status, the Company and ITT Holdings LLC shall also pay or cause to be paid to the Trustee upon demand of such Owner or prior Owner any taxes, interest, penalties or other charges assessed against or payable by such Owner or prior Owner and attributable to such Determination of Taxability or a determination of Non De Minimis Exception Status and all reasonable administrative, out of pocket and other expenses incurred by such Owner or prior Owner which are attributable to such event, including, without limitation, the costs incurred by such Owner or prior Owner to amend any of its tax returns, notwithstanding the repayment of the entire principal amount of the Bonds or any transfer or assignment of the Bonds. (iv) If there is any Change in Law (as defined in the Revolving Credit Agreement) that increases the cost to the Bank holding the Bonds, then the Company and ITT Holdings LLC shall pay or cause to be paid to the Trustee such additional costs incurred or reduction suffered in accordance with Section 4.11 of the Revolving Credit Agreement, which section is incorporated herein by reference.

Amounts Payable. (a) The Company hereby covenants and agrees to Borrower shall repay the loan, Loan in installments payable to the Trustee as follows: on or before any Interest Payment Date for : (i) the Bonds or any other date that any payment of interest, premium, if any, or principal or Purchase Price is required to be made in respect of the Bonds pursuant to the Indenture, until the principal of, premium, if any, and interest Loan shall be repaid annually on the Bonds shall have been fully paid or provision for the payment thereof shall have been made Principal Payment Dates, in accordance with the Indentureschedule set forth in Exhibit A-2 attached hereto and made a part hereof, as the same may be amended or modified by any credits applicable to the Borrower as set forth in the Bond Resolution; (ii) the Interest Portion described in clause (i) of the definition thereof shall be paid semiannually on the Interest Payment Dates, in immediately available fundsaccordance with the schedule set forth in Exhibit A-2 attached hereto and made a part hereof, a sum which, together with as the same may be amended or modified by any other moneys available for such payment credits applicable to the Borrower as set forth in any account the Bond Resolution; and (iii) the Interest Portion described in clause (ii) of the definition thereof shall be paid upon the date of optional redemption or acceleration, as the case may be, of the Trust Bonds allocable to any prepaid or accelerated Trust Bond FundLoan Repayment. The obligations of the Borrower under the Borrower Bond shall be deemed to be amounts payable under this Section 3.03. Each Loan Repayment, will enable whether satisfied through a direct payment by the Borrower to the Trustee or (with respect to the Interest Portion) through the use of Trust Bond proceeds and income thereon on deposit in the Interest Account (as defined in the Bond Resolution) to pay the amount payable on such date as Purchase Price or principal of (whether at maturity or upon redemption or acceleration or otherwise), premium, if any, and interest on the Bonds as provided Trust Bonds, shall be deemed to be a credit against the corresponding obligation of the Borrower under this Section 3.03 and shall fulfill the Borrower’s obligation to pay such amount hereunder and under the Borrower Bond. Each payment made to the Trustee pursuant to this Section 3.03 shall be applied first to the Interest Portion then due and payable, second to the principal of the Loan then due and payable, third to the payment of the Administrative Fee, and finally to the payment of any late charges hereunder. (b) The Interest on the Loan described in clause (iii) of the Indenturedefinition thereof shall (i) consist of a late charge for any Trust Bond Loan Repayment that is received by the Trustee later than the tenth (10th) day following its due date and (ii) be payable immediately thereafter in an amount equal to the greater of twelve percent (12%) per annum or the Prime Rate plus one half of one percent per annum on such late payment from its due date to the date it is actually paid; provided, however, that the obligation rate of the Company to make any payment hereunder shall be deemed satisfied and discharged to the extent of the corresponding payment made by a Credit Provider (if any) to the Trustee under a Credit Facility (if any) or by the Confirming Bank (if any) under the Confirming Letter of Credit (if any). While the Bonds bear interest at a Bank Rate, each of the Company and ITT Holdings LLC agrees to pay (or cause to pay) the Purchase Price Interest on the Bonds when due pursuant to Sections 4.01 and 4.02 of the Indenture. It is understood and agreed that all payments payable by or on behalf of the Company under subsection (a) of this Section 4.02 are assigned by the Issuer to the Trustee for the benefit of the Owners of the Bonds. Each of the Company and ITT Holdings LLC assents to such assignment. The Issuer hereby directs the Company and ITT Holdings LLC and the Company and ITT Holdings LLC hereby agreeLoan, to pay to the Trustee at the Principal Office of the Trustee all payments payable by or on behalf of the Company and/or ITT Holdings LLC pursuant to this subsection. (b) Each of the Company and ITT Holdings LLC agrees that it will also pay: (i) All of the Issuer’s reasonable actual out-of-pocket expenses and costs of issuance in connection with the Bonds and an annual administrative including, without limitation, any late payment payable directly to the Issuer on June 1 of each year in an annual amount equal to 1/10th of 1% of the principal amount of all Bonds Outstanding on January 2 of each year. The administrative payments shall be used for purposes of paying administrative and related costs of the Issuercharges incurred hereunder, but shall not include Trustee fees incurred by exceed the Issuer, and the Issuer agrees that it will notify the Company in writing prior to March 20th of each calendar year hereafter if it shall not waive such administrative payments for such year and, if these fees are not waived, such written notice shall advise the Company of the amount that is to be paid (not to exceed 1/10 of 1% per annum) the date on which the payment is due, and where such payment is to be remitted. In the event the Company should fail to pay such administrative expenses then due, the payment shall continue as an obligation of the Company until the amount shall have been fully paid, and the company agrees to pay the same with interest thereon (to the extent legally enforceable) at a rate per annum equal to the maximum interest rate in effect from time to time on the Bonds, until paid; and (ii) the reasonable fees and expenses of such accountants, consultants, attorneys and other experts as may be engaged permitted by the Issuer, the Administrative Agent or the Trustee to prepare such audits, financial statements or opinions or provide such other services as are reasonably required under this Agreement, the Indenture or the Tax Regulatory Agreement; and (iii) all taxes and assessments of any type or character charged to the Issuer, the Administrative Agent or to the Trustee affecting the amount available to the Issuer, the Administrative Agent or the Trustee from payments to be received hereunder or in any way arising due to the transactions contemplated hereby (including taxes and assessments assessed or levied by any public agency or governmental authority of whatever character having power to levy taxes or assessments) but excluding any taxes based upon the capital and/or income of the Trustee, the Administrative Agent or any other person other than the Company; provided, however, that the Company shall have the right to protest any such taxes or assessments assessed or levied upon them and that the Company shall have the right to withhold payment of any such taxes or assessments pending disposition of any such protest or contest unless such withholding, protest or contest would materially adversely affect the rights or interests of the Issuer, the Administrative Agent or the Trustee. The forgoing payments shall be billed to the Company and/or ITT Holdings LLC by the Issuer, the Administrative Agent or the Trustee from time to time, together with (x) a statement executed by a duly authorized officer or agent of the Issuer, the Administrative Agent or the Trustee, as the case may be, certifying that the amount billed has been incurred or paid by the Issuer, the Administrative Agent or the Trustee for one or more of the above items, and (y) a copy of the invoice or statement for the amount so incurred or paid. Amounts so billed shall be paid by the Company and ITT Holdings LLC within thirty (30) days after receipt of the b▇▇▇ by the Company or ITT Holdings LLC unless, in the case of expenditures described under clause (iii) above, the Company or ITT Holdings LLC is contesting such amounts in good faithlaw. (c) The Company and ITT Holdings LLC will also pay the reasonable fees and expenses Borrower shall receive, as a credit against its semiannual payment obligations of the Trustee Interest Portion, the amounts certified by the Trust pursuant to Section 5.10 of the Bond Resolution. Such amounts shall represent the Borrower’s allocable share of the interest earnings on certain funds and accounts established under the Indenture and all other amounts which may be payable to the Trustee under Bond Resolution, calculated in accordance with Section 10.02 5.10 of the Indenture, such amounts to be paid directly to the Trustee for the Trustee’s own account as and when such amounts become due and payableBond Resolution. (d) Each In accordance with the provisions of the Company and ITT Holdings LLC covenantsBond Resolution, for the benefit Borrower shall receive, as a credit against its Trust Bond Loan Repayments, the amounts set forth in the certificate of the Owners of the Bonds, to pay or cause to be paid, to the Trustee, such amounts as shall be necessary to enable Trust filed with the Trustee pursuant to pay the Purchase Price of Bonds delivered to it for purchase, all as more particularly described in Sections 4.01 and 4.02 of the Indenture; provided, however, that the obligation of the Company and ITT Holdings LLC to make any such payment under this Section 4.02(d) shall be reduced by the amount of moneys available for such payment described in Section 4.03(a5.02(4) of the Indenture; and provided, further, that the obligation of the Company and ITT Holdings LLC to make any payment under this subsection (d) shall be deemed to be satisfied and discharged to the extent of the corresponding payment made by a Credit Provider (if any) under a Credit Facility (if any) or by the Confirming Bank (if any) under the Confirming Letter of Credit (if any)Bond Resolution. (e) The Company shall promptly notify Interest on the Owners and any Prior Owners of any Determination of Taxability. Each Loan described in clause (ii) of the Company and ITT Holdings LLC covenants, for definition thereof shall be paid by the benefit Borrower in the amount of one-half of the Owners of the BondsAdministrative Fee, to pay or cause to be paid if any, to the Trustee when due any other amounts payable under the Bondssemiannually on each February 1 and August 1, includingcommencing August 1, but not limited to the following while the Bonds bear interest at a Bank Rate: (i) In the event of a Determination of Taxability (as defined in the Indenture), and upon demand of the Owner or any prior Owner, the Company and ITT Holdings LLC shall pay or cause to be paid to the Trustee such additional amount as shall be necessary to provide that interest on the Bonds shall have been payable at the Taxable Adjusted LIBOR Rate (as defined in the Indenture) from the Date of Taxability (as defined in the Indenture). The Company shall promptly notify the Owners and any Prior Owners of any Determination of Taxability2011. (iif) Upon The Borrower hereby agrees to pay to the Trust at the Loan Closing a Determination of Non De Minimis Exception Status (as defined “Security Review Fee” in the Indenture), and upon demand of the Owner or any prior Owner, the Company shall pay or cause to be paid to the Trustee such additional amounts as shall be amount necessary to provide that interest on reimburse the Bonds shall have been payable at the Adjusted Non De Minimis Exception Status (as defined in the Indenture). (iii) Upon a Determination Trust for all of Taxability or a Determination of Non de Minimis Exception Status, the Company its costs and ITT Holdings LLC shall also pay or cause to be paid to the Trustee upon demand of such Owner or prior Owner any taxes, interest, penalties or other charges assessed against or payable by such Owner or prior Owner and attributable to such Determination of Taxability or a determination of Non De Minimis Exception Status and all reasonable administrative, out of pocket and other expenses incurred in connection with reviewing the additional security securing the Trust Loan as set forth in Exhibit F hereto, if any, including without limitation the fees and expenses of any professional advisers hired by such Owner or prior Owner which are attributable to such event, including, without limitation, the costs incurred by such Owner or prior Owner to amend any of its tax returns, notwithstanding the repayment of the entire principal amount of the Bonds or any transfer or assignment of the BondsTrust in connection therewith. (iv) If there is any Change in Law (as defined in the Revolving Credit Agreement) that increases the cost to the Bank holding the Bonds, then the Company and ITT Holdings LLC shall pay or cause to be paid to the Trustee such additional costs incurred or reduction suffered in accordance with Section 4.11 of the Revolving Credit Agreement, which section is incorporated herein by reference.

Amounts Payable. (a) The Company hereby covenants and agrees to repay pay to the loanTrustee, as follows: assignee of the Issuer, in funds which will be immediately available on or before any Interest Payment Date for the Bonds or any other date that any day payment of interestis due, from time to time as the amount owed hereunder, including interest thereon (which interest obligation shall equal the interest and premium, if any, on the Bonds), amounts which, and at or principal or Purchase Price is required before times which, shall correspond (i) to be made the payments in respect of the Bonds pursuant to the Indenture, until the principal of, of and premium, if any, and interest on the Bonds whenever and in whatever manner the same shall have been fully paid or provision for the payment thereof shall have been made in accordance with the Indenture, in immediately available funds, a sum which, together with any other moneys available for such payment in any account of the Bond Fund, will enable the Trustee to pay the amount payable on such date as Purchase Price or principal of (become due whether at maturity or stated maturity, upon redemption or acceleration or otherwise), premium, if any, and interest on the Bonds as provided in the Indenture; provided, however, that the obligation of the Company to make any payment hereunder shall be deemed satisfied and discharged to the extent of the corresponding payment made by a Credit Provider (if any) to the Trustee under a Credit Facility (if any) or by the Confirming Bank (if any) under the Confirming Letter of Credit (if any). While the Bonds bear interest at a Bank Rate, each of the Company and ITT Holdings LLC agrees to pay (or cause to pay) the Purchase Price on the Bonds when due pursuant to Sections 4.01 and 4.02 of the Indenture. It is understood and agreed that all payments payable by or on behalf of the Company under subsection (a) of this Section 4.02 are assigned by the Issuer to the Trustee for the benefit of the Owners of the Bonds. Each of the Company and ITT Holdings LLC assents to such assignment. The Issuer hereby directs the Company and ITT Holdings LLC and the Company and ITT Holdings LLC hereby agree, to pay to the Trustee at the Principal Office of the Trustee all payments payable by or on behalf of the Company and/or ITT Holdings LLC pursuant to this subsection. (b) Each of the Company and ITT Holdings LLC agrees that it will also pay: (i) All of the Issuer’s reasonable actual out-of-pocket expenses and costs of issuance in connection with the Bonds and an annual administrative payment payable directly to the Issuer on June 1 of each year in an annual amount equal to 1/10th of 1% of the principal amount of all Bonds Outstanding on January 2 of each year. The administrative payments shall be used for purposes of paying administrative and related costs of the Issuer, but shall not include Trustee fees incurred by the Issuer, and the Issuer agrees that it will notify the Company in writing prior to March 20th of each calendar year hereafter if it shall not waive such administrative payments for such year and, if these fees are not waived, such written notice shall advise the Company of the amount that is to be paid (not to exceed 1/10 of 1% per annum) the date on which the payment is due, and where such payment is to be remitted. In the event the Company should fail to pay such administrative expenses then due, the payment shall continue as an obligation of the Company until the amount shall have been fully paid, and the company agrees to pay the same with interest thereon (to the extent legally enforceable) at a rate per annum equal to the interest rate in effect from time to time on the Bonds, until paid; and (ii) the reasonable fees and expenses purchase price of such accountants, consultants, attorneys and other experts as may be engaged by the Issuer, the Administrative Agent Bonds required or the Trustee to prepare such audits, financial statements or opinions or provide such other services as are reasonably required under this Agreement, the Indenture or the Tax Regulatory Agreement; and (iii) all taxes and assessments of any type or character charged to the Issuer, the Administrative Agent or to the Trustee affecting the amount available to the Issuer, the Administrative Agent or the Trustee from payments permitted to be received hereunder or in purchased under the Indenture. If (i) at the date any way arising due to payment on the transactions contemplated hereby (including taxes and assessments assessed or levied Bonds is due, available moneys are held by any public agency or governmental authority of whatever character having power to levy taxes or assessments) but excluding any taxes based upon the capital and/or income of the Trustee, the Administrative Agent or any other person other than the Company; provided, however, that the Company shall have the right to protest any such taxes or assessments assessed or levied upon them and that the Company shall have the right to withhold payment of any such taxes or assessments pending disposition of any such protest or contest unless such withholding, protest or contest would materially adversely affect the rights or interests of the Issuer, the Administrative Agent or the Trustee. The forgoing payments shall be billed to the Company and/or ITT Holdings LLC by the Issuer, the Administrative Agent or the Trustee from time to time, together with (x) a statement executed by a duly authorized officer or agent of the Issuer, the Administrative Agent or the Trustee, as the case may be, certifying that the amount billed has been incurred or paid by the Issuer, the Administrative Agent or the Trustee for one or more of the above items, and (y) a copy of the invoice or statement for the amount so incurred or paid. Amounts so billed shall be paid by the Company and ITT Holdings LLC within thirty (30) days after receipt of the b▇▇▇ by the Company or ITT Holdings LLC unless, in the case of expenditures described under clause (iii) above, the Company or ITT Holdings LLC is contesting such amounts in good faith. (c) The Company and ITT Holdings LLC will also pay the reasonable fees and expenses of the Trustee under the Indenture which are not being held for the payment of Bonds due and all other amounts payable but which may have not been presented for payment, or (ii) on any date on which Bonds are to be payable purchased pursuant to the Trustee under Section 10.02 4.02 of the Indenture, there are any available moneys held for the payment of the purchase price which are not being held for the purchase of Bonds which have not been presented for purchase pursuant to Section 6 of the form of Bonds, then, in each case, such amounts moneys shall be credited against the payment then due hereunder, first in respect of interest on the amount then due and owing hereunder and then, to the extent of remaining mone▇▇, ▇▇ ▇▇spect of principal on the amount then due and owing hereunder. The Company will also pay: (i) the fees, charges and reasonable expenses of the Trustee, any paying agents and the Remarketing Agent under the Indenture, such fees, charges, and reasonable expenses to be paid directly to the Trustee Trustee, paying agents and Remarketing Agent for the Trustee’s own account their respective accounts as and when such amounts fees, charges and reasonable expenses become due and payable. , (dii) Each any expenses and costs incurred or to be incurred by virtue of the Company and ITT Holdings LLC covenants, for the benefit of the Owners issuance of the Bonds, to pay or cause to be paid, to the Trustee, such amounts as shall be necessary to enable the Trustee to pay the Purchase Price of Bonds delivered to it for purchase, all as more particularly described (iii) any expenses in Sections 4.01 and 4.02 of the Indenture; provided, however, that the obligation of the Company and ITT Holdings LLC to make connection with any such payment under this Section 4.02(d) shall be reduced by the amount of moneys available for such payment described in Section 4.03(a) of the Indenture; and provided, further, that the obligation of the Company and ITT Holdings LLC to make any payment under this subsection (d) shall be deemed to be satisfied and discharged to the extent of the corresponding payment made by a Credit Provider (if any) under a Credit Facility (if any) or by the Confirming Bank (if any) under the Confirming Letter of Credit (if any). (e) The Company shall promptly notify the Owners and any Prior Owners of any Determination of Taxability. Each of the Company and ITT Holdings LLC covenants, for the benefit of the Owners redemption of the Bonds, to pay or cause to be paid to and (iv) any expenses in connection with the Trustee when due any other amounts payable under the Bonds, including, but not limited to the following while the Bonds bear interest at a Bank Rate: (i) In the event of a Determination of Taxability (as defined in the Indenture), and upon demand redemption of the Owner or any prior Owner, the Company and ITT Holdings LLC shall pay or cause to be paid to the Trustee such additional amount as shall be necessary to provide that interest on the Bonds shall have been payable at the Taxable Adjusted LIBOR Rate (as defined in the Indenture) from the Date of Taxability (as defined in the Indenture)Series E Bonds. The Company shall promptly notify also agrees that, on or before the Owners and any Prior Owners date of any Determination of Taxability. (ii) Upon a Determination of Non De Minimis Exception Status (as defined in the Indenture), and upon demand redemption of the Owner or any prior OwnerSeries E Bonds, the Company shall it will pay or cause to be paid to the Series E Trustee such additional amounts as shall be necessary to provide that interest on for deposit into the Bonds shall have been payable at Bond Fund held by the Adjusted Non De Minimis Exception Status (as defined Series E Trustee in connection with the Indenture). (iii) Upon a Determination Series E Bonds, an amount of Taxability or a Determination of Non de Minimis Exception Statusfunds which, the Company and ITT Holdings LLC shall also pay or cause to be paid when added to the Trustee upon demand of such Owner or prior Owner any taxes, interest, penalties or other charges assessed against or payable by such Owner or prior Owner and attributable to such Determination of Taxability or a determination of Non De Minimis Exception Status and all reasonable administrative, out of pocket and other expenses incurred by such Owner or prior Owner which are attributable to such event, including, without limitation, the costs incurred by such Owner or prior Owner to amend any of its tax returns, notwithstanding the repayment of the entire principal amount proceeds of the Bonds or any transfer or assignment (other than proceeds, if any, representing accrued interest), the proceeds of the Bonds. (iv) If there is any Change in Law (as defined in the Revolving Credit Agreement) that increases the cost to the Bank holding the Bonds, then the Company and ITT Holdings LLC shall pay or cause to be paid to the Trustee such additional costs incurred or reduction suffered in accordance with Section 4.11 of the Revolving Credit Agreement, which section is incorporated herein by reference.1995

Amounts Payable. (a) The Company hereby covenants and agrees to repay pay to the loanTrustee, as follows: assignee of the Issuer, in funds which will be immediately available on or before any Interest Payment Date for the Bonds or any other date that any day payment of interestis due, from time to time as the amount owed hereunder, including interest thereon (which interest obligation shall equal the interest and premium, if any, on the Bonds), amounts which, and at or principal or Purchase Price is required before times which, shall correspond (i) to be made the payments in respect of the Bonds pursuant to the Indenture, until the principal of, of and premium, if any, and interest on the Bonds whenever and in whatever manner the same shall have been fully paid or provision for the payment thereof shall have been made in accordance with the Indenture, in immediately available funds, a sum which, together with any other moneys available for such payment in any account of the Bond Fund, will enable the Trustee to pay the amount payable on such date as Purchase Price or principal of (become due whether at maturity or stated maturity, upon redemption or acceleration or otherwise), premium, if any, and (ii) the purchase price of the Bonds required or permitted to be purchased under the Indenture. If (i) at the date any payment on the Bonds is due, available moneys are held by the Trustee under the Indenture which are not being held for the payment of Bonds due and payable but which have not been presented for payment, or (ii) on any date on which Bonds are to be purchased pursuant to Section 4.02 of the Indenture, there are any available moneys held for the payment of the purchase price which are not being held for the purchase of Bonds which have not been presented for purchase pursuant to Section 6 of the form of Bonds, then, in each case, such moneys shall be credited against the payment then due hereunder, first in respect of interest on the Bonds as provided in the Indenture; providedamount then due and owing hereunder and then, however, that the obligation of the Company to make any payment hereunder shall be deemed satisfied and discharged to the extent of the corresponding payment made by a Credit Provider (if any) to the Trustee under a Credit Facility (if any) or by the Confirming Bank (if any) under the Confirming Letter remaining moneys, in respect of Credit (if any). While the Bonds bear interest at a Bank Rate, each of the Company and ITT Holdings LLC agrees to pay (or cause to pay) the Purchase Price p▇▇▇▇▇▇▇▇ on the Bonds when amount then due pursuant to Sections 4.01 and 4.02 of the Indenture. It is understood and agreed that all payments payable by or on behalf of the Company under subsection (a) of this Section 4.02 are assigned by the Issuer to the Trustee for the benefit of the Owners of the Bonds. Each of the Company and ITT Holdings LLC assents to such assignmentowing hereunder. The Issuer hereby directs the Company and ITT Holdings LLC and the Company and ITT Holdings LLC hereby agree, to pay to the Trustee at the Principal Office of the Trustee all payments payable by or on behalf of the Company and/or ITT Holdings LLC pursuant to this subsection. (b) Each of the Company and ITT Holdings LLC agrees that it will also pay: : (i) All of the Issuer’s fees, charges and reasonable actual out-of-pocket expenses and costs of issuance in connection with the Bonds and an annual administrative payment payable directly to the Issuer on June 1 of each year in an annual amount equal to 1/10th of 1% of the principal amount of all Bonds Outstanding on January 2 of each year. The administrative payments shall be used for purposes of paying administrative and related costs of the Issuer, but shall not include Trustee fees incurred by the Issuer, and the Issuer agrees that it will notify the Company in writing prior to March 20th of each calendar year hereafter if it shall not waive such administrative payments for such year and, if these fees are not waived, such written notice shall advise the Company of the amount that is to be paid (not to exceed 1/10 of 1% per annum) the date on which the payment is due, and where such payment is to be remitted. In the event the Company should fail to pay such administrative expenses then due, the payment shall continue as an obligation of the Company until the amount shall have been fully paid, and the company agrees to pay the same with interest thereon (to the extent legally enforceable) at a rate per annum equal to the interest rate in effect from time to time on the Bonds, until paid; and (ii) the reasonable fees and expenses of such accountants, consultants, attorneys and other experts as may be engaged by the Issuer, the Administrative Agent or the Trustee to prepare such audits, financial statements or opinions or provide such other services as are reasonably required under this Agreement, the Indenture or the Tax Regulatory Agreement; and (iii) all taxes and assessments of any type or character charged to the Issuer, the Administrative Agent or to the Trustee affecting the amount available to the Issuer, the Administrative Agent or the Trustee from payments to be received hereunder or in any way arising due to the transactions contemplated hereby (including taxes and assessments assessed or levied by any public agency or governmental authority of whatever character having power to levy taxes or assessments) but excluding any taxes based upon the capital and/or income of the Trustee, the Administrative paying agent and the Remarketing Agent or any other person other than the Company; provided, however, that the Company shall have the right to protest any such taxes or assessments assessed or levied upon them and that the Company shall have the right to withhold payment of any such taxes or assessments pending disposition of any such protest or contest unless such withholding, protest or contest would materially adversely affect the rights or interests of the Issuer, the Administrative Agent or the Trustee. The forgoing payments shall be billed to the Company and/or ITT Holdings LLC by the Issuer, the Administrative Agent or the Trustee from time to time, together with (x) a statement executed by a duly authorized officer or agent of the Issuer, the Administrative Agent or the Trustee, as the case may be, certifying that the amount billed has been incurred or paid by the Issuer, the Administrative Agent or the Trustee for one or more of the above items, and (y) a copy of the invoice or statement for the amount so incurred or paid. Amounts so billed shall be paid by the Company and ITT Holdings LLC within thirty (30) days after receipt of the b▇▇▇ by the Company or ITT Holdings LLC unless, in the case of expenditures described under clause (iii) above, the Company or ITT Holdings LLC is contesting such amounts in good faith. (c) The Company and ITT Holdings LLC will also pay the reasonable fees and expenses of the Trustee under the Indenture and all other amounts which may be payable to the Trustee under Section 10.02 of the Indenture, such amounts fees, charges, and reasonable expenses to be paid directly to the Trustee Trustee, the paying agent and the Remarketing Agent for the Trustee’s own account their respective accounts as and when such amounts fees, charges and reasonable expenses become due and payable. , (dii) Each any expenses and costs incurred or to be incurred by virtue of the Company and ITT Holdings LLC covenants, for the benefit of the Owners issuance of the Bonds, to (iii) any expenses in connection with any redemption of the Bonds, and (iv) any expenses in connection with the redemption of the Series 1994 Bonds. The Company also agrees that, on or before the date of redemption of the Series 1994 Bonds, it will pay or cause to be paid, to the TrusteeSeries 1994 Trustee for deposit into the Bond Fund held by the Series 1994 Trustee in connection with the Series 1994 Bonds, an amount of funds which, when added to the proceeds of the Bonds, the Series 1999-A Bonds and the Series 1999-B Bonds (other than proceeds, if any, representing accrued interest), plus any investment earnings thereon, and any other funds available for such amounts as shall purpose, will be necessary sufficient to enable permit the Series 1994 Trustee to pay the Purchase Price of Bonds delivered to it for purchaseprincipal of, all as more particularly described in Sections 4.01 premium and 4.02 of the Indenture; provided, however, that the obligation of the Company and ITT Holdings LLC to make any such payment under this Section 4.02(d) shall be reduced by the amount of moneys available for such payment described in Section 4.03(a) of the Indenture; and provided, further, that the obligation of the Company and ITT Holdings LLC to make any payment under this subsection (d) shall be deemed to be satisfied and discharged to the extent of the corresponding payment made by a Credit Provider (if any) under a Credit Facility (if any) or by the Confirming Bank (if any) under the Confirming Letter of Credit (if any). (e) The Company shall promptly notify the Owners and any Prior Owners of any Determination of Taxability. Each of the Company and ITT Holdings LLC covenants, for the benefit of the Owners of the Bonds, to pay or cause to be paid to the Trustee when due any other amounts payable under the Bonds, including, but not limited to the following while the Bonds bear interest at a Bank Rate: (i) In the event of a Determination of Taxability (as defined in the Indenture), and upon demand of the Owner or any prior Owner, the Company and ITT Holdings LLC shall pay or cause to be paid to the Trustee such additional amount as shall be necessary to provide that accrued interest on the Series 1994 Bonds upon their redemption, which shall have been payable at occur no later than 90 days after the Taxable Adjusted LIBOR Rate (as defined in the Indenture) from the Date date of Taxability (as defined in the Indenture). The Company shall promptly notify the Owners and any Prior Owners of any Determination of Taxability. (ii) Upon a Determination of Non De Minimis Exception Status (as defined in the Indenture), and upon demand of the Owner or any prior Owner, the Company shall pay or cause to be paid to the Trustee such additional amounts as shall be necessary to provide that interest on the Bonds shall have been payable at the Adjusted Non De Minimis Exception Status (as defined in the Indenture). (iii) Upon a Determination of Taxability or a Determination of Non de Minimis Exception Status, the Company and ITT Holdings LLC shall also pay or cause to be paid to the Trustee upon demand of such Owner or prior Owner any taxes, interest, penalties or other charges assessed against or payable by such Owner or prior Owner and attributable to such Determination of Taxability or a determination of Non De Minimis Exception Status and all reasonable administrative, out of pocket and other expenses incurred by such Owner or prior Owner which are attributable to such event, including, without limitation, the costs incurred by such Owner or prior Owner to amend any of its tax returns, notwithstanding the repayment of the entire principal amount of the Bonds or any transfer or assignment issuance of the Bonds. (iv) If there is any Change in Law (as defined in the Revolving Credit Agreement) that increases the cost to the Bank holding the Bonds, then the Company and ITT Holdings LLC shall pay or cause to be paid to the Trustee such additional costs incurred or reduction suffered in accordance with Section 4.11 of the Revolving Credit Agreement, which section is incorporated herein by reference.

Amounts Payable. (a) The Company hereby covenants and agrees to repay pay to the loanTrustee, as follows: assignee of the Board, in funds which will be immediately available on or before any Interest Payment Date for the Bonds or any other date that any day payment of interestis due, from time to time as the amount owed hereunder, including interest thereon (which interest obligation shall equal the interest and premium, if any, on the Bonds), amounts which, and at or principal or Purchase Price is required before times which, shall correspond (i) to be made the payments in respect of the Bonds pursuant to the Indenture, until the principal of, of and premium, if any, and interest on the Bonds whenever and in whatever manner the same shall have been fully paid or provision for the payment thereof shall have been made in accordance with the Indenture, in immediately available funds, a sum which, together with any other moneys available for such payment in any account of the Bond Fund, will enable the Trustee to pay the amount payable on such date as Purchase Price or principal of (become due whether at maturity or stated maturity, upon redemption or acceleration or otherwise), premium, if any, and (ii) the purchase price of the Bonds required or permitted to be purchased under the Indenture. If (i) at the date any payment on the Bonds is due, available moneys are held by the Trustee under the Indenture which are not being held for the payment of Bonds due and payable but which have not been presented for payment, or (ii) on any date on which Bonds are to be purchased pursuant to Section 4.02 of the Indenture, there are any available moneys held for the payment of the purchase price which are not being held for the purchase of Bonds which have not been presented for purchase pursuant to Section 6 of the form of Bonds, then, in each case, such moneys shall be credited against the payment then due hereunder, first in respect of interest on the Bonds as provided in the Indenture; providedamount then due and owing hereunder and then, however, that the obligation of the Company to make any payment hereunder shall be deemed satisfied and discharged to the extent of the corresponding payment made by a Credit Provider (if any) to the Trustee under a Credit Facility (if any) or by the Confirming Bank (if any) under the Confirming Letter remaining moneys, in respect of Credit (if any). While the Bonds bear interest at a Bank Rate, each of the Company and ITT Holdings LLC agrees to pay (or cause to pay) the Purchase Price principal on the Bonds when amount then due pursuant to Sections 4.01 and 4.02 of the Indenture. It is understood and agreed that all payments payable by or on behalf of the Company under subsection (a) of this Section 4.02 are assigned by the Issuer to the Trustee for the benefit of the Owners of the Bonds. Each of the Company and ITT Holdings LLC assents to such assignmentowing hereunder. The Issuer hereby directs the Company and ITT Holdings LLC and the Company and ITT Holdings LLC hereby agree, to pay to the Trustee at the Principal Office of the Trustee all payments payable by or on behalf of the Company and/or ITT Holdings LLC pursuant to this subsection. (b) Each of the Company and ITT Holdings LLC agrees that it will also pay: : (i) All of the Issuer’s fees, charges and reasonable actual out-of-pocket expenses and costs of issuance in connection with the Bonds and an annual administrative payment payable directly to the Issuer on June 1 of each year in an annual amount equal to 1/10th of 1% of the principal amount of all Bonds Outstanding on January 2 of each year. The administrative payments shall be used for purposes of paying administrative and related costs of the Issuer, but shall not include Trustee fees incurred by the Issuer, and the Issuer agrees that it will notify the Company in writing prior to March 20th of each calendar year hereafter if it shall not waive such administrative payments for such year and, if these fees are not waived, such written notice shall advise the Company of the amount that is to be paid (not to exceed 1/10 of 1% per annum) the date on which the payment is due, and where such payment is to be remitted. In the event the Company should fail to pay such administrative expenses then due, the payment shall continue as an obligation of the Company until the amount shall have been fully paid, and the company agrees to pay the same with interest thereon (to the extent legally enforceable) at a rate per annum equal to the interest rate in effect from time to time on the Bonds, until paid; and (ii) the reasonable fees and expenses of such accountants, consultants, attorneys and other experts as may be engaged by the Issuer, the Administrative Agent or the Trustee to prepare such audits, financial statements or opinions or provide such other services as are reasonably required under this Agreement, the Indenture or the Tax Regulatory Agreement; and (iii) all taxes and assessments of any type or character charged to the Issuer, the Administrative Agent or to the Trustee affecting the amount available to the Issuer, the Administrative Agent or the Trustee from payments to be received hereunder or in any way arising due to the transactions contemplated hereby (including taxes and assessments assessed or levied by any public agency or governmental authority of whatever character having power to levy taxes or assessments) but excluding any taxes based upon the capital and/or income of the Trustee, the Administrative paying agent and the Remarketing Agent or any other person other than the Company; provided, however, that the Company shall have the right to protest any such taxes or assessments assessed or levied upon them and that the Company shall have the right to withhold payment of any such taxes or assessments pending disposition of any such protest or contest unless such withholding, protest or contest would materially adversely affect the rights or interests of the Issuer, the Administrative Agent or the Trustee. The forgoing payments shall be billed to the Company and/or ITT Holdings LLC by the Issuer, the Administrative Agent or the Trustee from time to time, together with (x) a statement executed by a duly authorized officer or agent of the Issuer, the Administrative Agent or the Trustee, as the case may be, certifying that the amount billed has been incurred or paid by the Issuer, the Administrative Agent or the Trustee for one or more of the above items, and (y) a copy of the invoice or statement for the amount so incurred or paid. Amounts so billed shall be paid by the Company and ITT Holdings LLC within thirty (30) days after receipt of the b▇▇▇ by the Company or ITT Holdings LLC unless, in the case of expenditures described under clause (iii) above, the Company or ITT Holdings LLC is contesting such amounts in good faith. (c) The Company and ITT Holdings LLC will also pay the reasonable fees and expenses of the Trustee under the Indenture and all other amounts which may be payable to the Trustee under Section 10.02 of the Indenture, such amounts fees, charges, and reasonable expenses to be paid directly to the Trustee Trustee, the paying agent and the Remarketing Agent for the Trustee’s own account their respective accounts as and when such amounts fees, charges and reasonable expenses become due and payable. , (dii) Each any expenses and costs incurred or to be incurred by virtue of the Company and ITT Holdings LLC covenants, for the benefit of the Owners issuance of the Bonds, to pay or cause to be paid, to and (iii) any expenses in connection with any redemption of the Trustee, such amounts as shall be necessary to enable Bonds. The Company may direct the Trustee to pay use moneys in the Purchase Price Bond Fund to redeem Bonds prior to maturity pursuant to Section 3.01 of the Indenture or to purchase Bonds delivered to it at any time for purchase, all as more particularly described cancellation in Sections 4.01 and 4.02 the manner provided in Section 4.05 of the Indenture; provided, however, that the obligation of the Company and ITT Holdings LLC to make any such payment under this Section 4.02(d) shall be reduced by the amount of moneys available for such payment described in Section 4.03(a) of the Indenture; and provided, further, that the obligation of the Company and ITT Holdings LLC to make any payment under this subsection (d) shall be deemed to be satisfied and discharged to the extent of the corresponding payment made by a Credit Provider (if any) under a Credit Facility (if any) or by the Confirming Bank (if any) under the Confirming Letter of Credit (if any). (e) The Company shall promptly notify the Owners and any Prior Owners of any Determination of Taxability. Each of the Company and ITT Holdings LLC covenants, for the benefit of the Owners of the Bonds, to pay or cause to be paid to the Trustee when due Notwithstanding any other amounts payable under the Bonds, including, but not limited to the following while the Bonds bear interest at a Bank Rate: (i) In the event of a Determination of Taxability (as defined in the Indenture), and upon demand of the Owner or any prior Owner, the Company and ITT Holdings LLC shall pay or cause to be paid to the Trustee such additional amount as shall be necessary to provide that interest on the Bonds shall have been payable at the Taxable Adjusted LIBOR Rate (as defined in the Indenture) from the Date of Taxability (as defined in the Indenture). The Company shall promptly notify the Owners and any Prior Owners of any Determination of Taxability. (ii) Upon a Determination of Non De Minimis Exception Status (as defined in the Indenture), and upon demand of the Owner or any prior Ownerprovision hereof, the Company shall pay or cause have, and is hereby granted the option, exercisable at its sole discretion, to be paid to prepay all amounts due and owing by it hereunder and under the Indenture by depositing sufficient moneys with the Trustee such additional amounts as shall be necessary to provide that interest on the Bonds shall have been payable at the Adjusted Non De Minimis Exception Status (as defined in the Indenture). (iii) Upon a Determination of Taxability or a Determination of Non de Minimis Exception Status, the Company and ITT Holdings LLC shall also pay or cause to be paid to the Trustee upon demand of such Owner or prior Owner any taxes, interest, penalties or other charges assessed against or payable by such Owner or prior Owner and attributable to such Determination of Taxability or a determination of Non De Minimis Exception Status and all reasonable administrative, out of pocket and other expenses incurred by such Owner or prior Owner which are attributable to such event, including, without limitation, the costs incurred by such Owner or prior Owner to amend any of its tax returns, notwithstanding the repayment of the entire principal amount of the Bonds or any transfer or assignment of the Bonds. (iv) If there is any Change in Law (as defined in the Revolving Credit Agreement) that increases the cost to the Bank holding the Bonds, then the Company and ITT Holdings LLC shall pay or cause to be paid to the Trustee such additional costs incurred or reduction suffered in accordance with Section 4.11 the terms of the Revolving Credit Agreement, which section is incorporated herein by referenceIndenture.

Amounts Payable. (a1) The Company Borrower hereby covenants and agrees to repay the loanTaxable Series 2024B Loan, as follows: on or before any Interest Payment Date for the Bonds Taxable Series 2024B Bonds, or any other date that any payment of interest, premium, if anyprincipal, or principal or Purchase Redemption Price on the Taxable Series 2024B Bonds, is required to be made in respect of the Taxable Series 2024B Bonds pursuant to the Port Indenture, until the principal ofpayment of interest, premiumprincipal, if any, and interest or Redemption Price on the Bonds Taxable Series 2024B Bonds, shall have been fully paid or provision for the payment thereof shall have been made in accordance with the Port Indenture, in immediately available funds, a sum which, together with any other moneys available for such payment in any account the applicable Account of the Bond Fund, Debt Service Fund will enable the Port Trustee to pay to the Owners of the Taxable Series 2024B Bonds, as applicable, the amount due and payable on such date as Purchase interest, principal, or Redemption Price or principal of (whether at maturity or upon redemption or acceleration or otherwise), premium, if any, and interest on the Bonds Taxable Series 2024B Bonds, as provided in the Port Indenture; provided, however, that the obligation of the Company to make any payment hereunder shall be deemed satisfied and discharged to the extent of the corresponding payment made by a Credit Provider . (if any2) to the Trustee under a Credit Facility (if any) or by the Confirming Bank (if any) under the Confirming Letter of Credit (if any). While the Bonds bear interest at a Bank Rate, each of the Company and ITT Holdings LLC agrees to pay (or cause to pay) the Purchase Price on the Bonds when due pursuant to Sections 4.01 and 4.02 of the Indenture. It is understood and agreed that all payments payable by or on behalf of the Company under subsection (a) of this Section 4.02 are assigned by the Issuer to the Trustee for the benefit of the Owners of the Bonds. Each of the Company and ITT Holdings LLC assents to such assignment. The Port Issuer hereby directs the Company and ITT Holdings LLC and Borrower and, subject to the Company and ITT Holdings LLC Port Indenture or the Collateral Agency Agreement, as applicable, the Borrower hereby agree, agrees to pay to the Port Trustee at the Principal Designated Payment Office of the Port Trustee all payments payable by or on behalf the Borrower in respect of the Company and/or ITT Holdings LLC Taxable Series 2024B Loan pursuant to this subsection. (b) Each of The Borrower also shall pay to the Company and ITT Holdings LLC agrees that it will also pay: (i) All of Port Issuer the Port Issuer’s reasonable actual out-of-pocket administrative expenses and costs of issuance in connection with the Bonds Taxable Series 2024B Bonds,, and an annual administrative payment payable directly to the Issuer on June 1 of each year in an annual amount equal to 1/10th of 1% of the principal amount of all Bonds Outstanding on January 2 of each year. The administrative payments shall be used for purposes of paying administrative any other reasonable fees, costs and related costs of the Issuer, but shall not include Trustee fees expenses incurred by the Port Issuer, its counsel or its financial advisor under the Port Indenture, this Senior Loan Agreement or any other Financing Document, as and when the same become due upon submission by the Port Issuer to the Borrower of a statement therefor. Without limiting the generality of the foregoing, the Borrower acknowledges that in the event of an examination, inquiry or related action by the Internal Revenue Service, SEC or any other Governmental Authority (having jurisdiction with respect to the Series 2024 Bonds or the Project) with respect to the Series 2024 Bonds, or the exclusion of interest thereon from the gross income of the holders thereof for federal income tax purposes, the Port Issuer may be treated as the responsible party, and the Borrower agrees to respond promptly and thoroughly to the reasonable satisfaction of the Port Issuer, its counsel and its financial advisor to such examination, inquiry or related action on behalf of the Port Issuer, and the Issuer agrees that it will notify the Company in writing prior to March 20th of each calendar year hereafter if it shall not waive such administrative payments for such year and, if these fees are not waived, such written notice shall advise the Company pay all costs and expenses of the amount that is to be paid (not to exceed 1/10 of 1% per annum) the date on which the payment is duePort Issuer, its counsel and where its financial advisor associated with such payment is to be remitted. In the event the Company should fail to pay such administrative expenses then dueexamination, the payment shall continue as an obligation of the Company until the amount shall have been fully paidinquiry or action, including without limitation, any and the company agrees to pay the same with interest thereon (to the extent legally enforceable) at a rate per annum equal to the interest rate in effect from time to time on the Bondsall costs, until paid; and (ii) the reasonable fees and expenses of the Port Issuer and its counsel. The Borrower shall indemnify and hold harmless the Port Issuer, its counsel and its financial advisor against any and all costs, losses, claims, penalties, damages or liability of or resulting from such accountantsexamination, consultants, attorneys and other experts as may be engaged inquiry or related action by the Issuer, the Administrative Agent or the Trustee to prepare such audits, financial statements or opinions or provide such other services as are reasonably required under this Agreement, the Indenture or the Tax Regulatory Agreement; and (iii) all taxes and assessments of any type or character charged to the Issuer, the Administrative Agent or to the Trustee affecting the amount available to the Issuer, the Administrative Agent or the Trustee from payments to be received hereunder or in any way arising due to the transactions contemplated hereby (including taxes and assessments assessed or levied by any public agency or governmental authority of whatever character having power to levy taxes or assessments) but excluding any taxes based upon the capital and/or income of the Trustee, the Administrative Agent or any other person other than the Company; provided, however, that the Company shall have the right to protest any such taxes or assessments assessed or levied upon them and that the Company shall have the right to withhold payment of any such taxes or assessments pending disposition of any such protest or contest unless such withholding, protest or contest would materially adversely affect the rights or interests of the Issuer, the Administrative Agent or the Trustee. The forgoing payments shall be billed to the Company and/or ITT Holdings LLC by the Issuer, the Administrative Agent or the Trustee from time to time, together with (x) a statement executed by a duly authorized officer or agent of the Issuer, the Administrative Agent or the Trustee, as the case may be, certifying that the amount billed has been incurred or paid by the Issuer, the Administrative Agent or the Trustee for one or more of the above items, and (y) a copy of the invoice or statement for the amount so incurred or paid. Amounts so billed shall be paid by the Company and ITT Holdings LLC within thirty (30) days after receipt of the b▇▇▇ by the Company or ITT Holdings LLC unless, in the case of expenditures described under clause (iii) above, the Company or ITT Holdings LLC is contesting such amounts in good faithInternal Revenue Service. (c) The Company and ITT Holdings LLC Borrower also will also pay pro rata the reasonable fees and expenses of the Trustee under Port Trustee, including without limitation any fees or expenses incurred pursuant to Section 8.2(b) of the Indenture Port Indenture, and all other amounts which may be payable to the Port Trustee under Section 10.02 the terms of the Indenture, such amounts to be paid directly to Port Indenture or in accordance with any contractual arrangement between the Borrower and the Port Trustee for the Trustee’s own account as and when such amounts become due and payablewith respect thereto. (d) Each In the event that the Borrower should fail to make any of the Company and ITT Holdings LLC covenantspayments required in this Section, for the benefit amount so in default shall continue as an obligation of the Owners of Borrower until the Bondsamount in default shall have been fully paid, and the Borrower agrees to pay or cause to be paidthe same with interest thereon, to the Trusteeextent provided under the Port Indenture or under the fee agreement between the Borrower and the Port Trustee or as permitted by law, such amounts as shall be necessary to enable from the Trustee to pay the Purchase Price of Bonds delivered to it for purchase, all as more particularly described in Sections 4.01 and 4.02 of the Indenture; provided, however, that the obligation of the Company and ITT Holdings LLC to make any date when such payment under this Section 4.02(d) shall be reduced by the amount of moneys available for such payment described in Section 4.03(a) of the Indenture; and providedwas due, further, that the obligation of the Company and ITT Holdings LLC to make any payment under this subsection (d) shall be deemed to be satisfied and discharged at a rate per year equal to the extent of the corresponding payment made by a Credit Provider (if any) under a Credit Facility (if any) or by the Confirming Bank (if any) under the Confirming Letter of Credit (if any)highest yield on any Outstanding Series 2024 Bonds. (e) The Company shall promptly notify To the Owners and extent any Prior Owners of moneys have been deposited by the Borrower, or on the Borrower’s behalf, into any Determination of Taxability. Each Account or subaccount of the Company and ITT Holdings LLC covenants, Debt Service Fund for the benefit purpose of paying interest on and principal of the Owners of the Taxable Series 2024B Bonds, to pay or cause to be paid when due, the Borrower’s payment obligations pursuant this Section 4.01 with respect to the Trustee when due any other amounts payable under the Bondsapplicable Interest Payment, includingPrincipal Payment, but not limited to the following while the Bonds bear interest at a Bank Rate: (i) In the event of a Determination of Taxability (as defined in the Indenture), and upon demand of the Owner mandatory tender or any prior Owner, the Company and ITT Holdings LLC shall pay or cause to be paid to the Trustee such additional amount as shall be necessary to provide that interest on the Bonds shall have been payable at the Taxable Adjusted LIBOR Rate (as defined in the Indenture) from the Date of Taxability (as defined in the Indenture). The Company shall promptly notify the Owners and any Prior Owners of any Determination of Taxability. (ii) Upon a Determination of Non De Minimis Exception Status (as defined in the Indenture), and upon demand of the Owner or any prior Owner, the Company shall pay or cause to be paid to the Trustee such additional amounts as shall be necessary to provide that interest on the Bonds shall have been payable at the Adjusted Non De Minimis Exception Status (as defined in the Indenture). (iii) Upon a Determination of Taxability or a Determination of Non de Minimis Exception Status, the Company and ITT Holdings LLC shall also pay or cause to be paid to the Trustee upon demand redemption of such Owner or prior Owner any taxes, interest, penalties or other charges assessed against or payable by such Owner or prior Owner and attributable to such Determination of Taxability or a determination of Non De Minimis Exception Status and all reasonable administrative, out of pocket and other expenses incurred by such Owner or prior Owner which are attributable to such event, including, without limitation, the costs incurred by such Owner or prior Owner to amend any of its tax returns, notwithstanding the repayment of the entire principal amount of the Bonds or any transfer or assignment of the Bondswill be deemed satisfied. (iv) If there is any Change in Law (as defined in the Revolving Credit Agreement) that increases the cost to the Bank holding the Bonds, then the Company and ITT Holdings LLC shall pay or cause to be paid to the Trustee such additional costs incurred or reduction suffered in accordance with Section 4.11 of the Revolving Credit Agreement, which section is incorporated herein by reference.

Amounts Payable. The Company hereby agrees to pay the Note and repay the loan made pursuant to this Agreement by making the following payments: (a) The Company hereby covenants and agrees shall pay or cause to repay be paid to the loan, as follows: Trustee in immediately available funds for the account of the Issuer for deposit into the Bond Fund on or before any Interest Payment Date for the Bonds or any other date that any payment of interest, premium, if any, or principal or Purchase Price is required to be made in respect of the Bonds pursuant to the Indenture, until the principal of, premium, if any, and interest on the Bonds shall have been fully paid or provision for the payment thereof shall have been made in accordance with the Indenture, in immediately available funds, a sum which, together with any other moneys Eligible Funds available for such payment in any account of the Bond Fund, will enable the Trustee to pay the amount payable on such date as Purchase Price or principal of (whether at maturity or upon redemption or acceleration or otherwise), premium, if any, and interest on the Bonds as provided in the Indenture; provided, however, that the obligation of the Company to make any payment hereunder shall be deemed satisfied and discharged to the extent of the corresponding payment made by a the Credit Provider (if any) to the Trustee under a Credit Facility (if any) or by the Confirming Bank (if any) Issuer under the Confirming Letter of Credit (if any). While the Bonds bear interest at a Bank Rate, each of the Company and ITT Holdings LLC agrees to pay (or cause to pay) the Purchase Price on the Bonds when due pursuant to Sections 4.01 and 4.02 of the IndentureFacility. It is understood and agreed that the Note and all payments payable by or on behalf of the Company under this subsection (a) of this Section 4.02 are assigned by the Issuer to the Trustee for the benefit of the Owners of the BondsHolders. Each of the The Company and ITT Holdings LLC assents to such assignment. The Issuer hereby directs the Company and ITT Holdings LLC and the Company and ITT Holdings LLC hereby agree, agrees to pay to the Trustee at the Principal Office corporate trust office of the Trustee all payments payable by or on behalf of the Company and/or ITT Holdings LLC pursuant to the Note and this subsection. (b) Each of the The Company and ITT Holdings LLC agrees that it will also pay: (i) All of the Issuer’s reasonable actual out-of-pocket expenses and costs of issuance in connection with the Bonds and an annual administrative payment payable directly to the Issuer on June 1 of each year in an annual amount equal to 1/10th of 1% of the principal amount of all Bonds Outstanding on January 2 of each year. The administrative payments shall be used for purposes of paying administrative and related costs of the Issuer, but shall not include Trustee fees incurred by the Issuer, and the Issuer agrees that it will notify the Company in writing prior to March 20th of each calendar year hereafter if it shall not waive such administrative payments for such year and, if these fees are not waived, such written notice shall advise the Company of the amount that is to be paid (not to exceed 1/10 of 1% per annum) the date on which the payment is due, and where such payment is to be remitted. In the event the Company should fail to pay such administrative expenses then due, the payment shall continue as an obligation of the Company until the amount shall have been fully paid, and the company agrees to pay the same with interest thereon (to the extent legally enforceable) at a rate per annum equal to the interest rate in effect from time to time on the Bondsreasonable fees, until paid; and (ii) the reasonable fees costs and expenses of such accountants, consultants, attorneys and other experts as may be engaged by the Issuer, the Administrative Agent or the Trustee to prepare such audits, financial statements or opinions or provide such other services as are reasonably required under this Agreement, the Indenture or the Tax Regulatory Agreement; and (iii) all taxes and assessments of any type or character charged to the Issuer, the Administrative Agent or to the Trustee affecting the amount available to the Issuer, the Administrative Agent or the Trustee from payments to be received hereunder or in any way arising due to the transactions contemplated hereby (including taxes and assessments assessed or levied by any public agency or governmental authority of whatever character having power to levy taxes or assessments) but excluding any taxes based upon the capital and/or income of the Trustee, the Administrative Agent or any other person other than the Company; provided, however, that the Company shall have the right to protest any such taxes or assessments assessed or levied upon them and that the Company shall have the right to withhold payment of any such taxes or assessments pending disposition of any such protest or contest unless such withholding, protest or contest would materially adversely affect the rights or interests of the Issuer, the Administrative Agent or the Trustee. The forgoing payments shall be billed to the Company and/or ITT Holdings LLC by the Issuer, the Administrative Paying Agent or and the Trustee from time to time, together with (x) a statement executed by a duly authorized officer or agent of the Issuer, the Administrative Agent or the Trustee, as the case may be, certifying that the amount billed has been incurred or paid by the Issuer, the Administrative Agent or the Trustee for one or more of the above items, and (y) a copy of the invoice or statement for the amount so incurred or paid. Amounts so billed shall be paid by the Company and ITT Holdings LLC within thirty (30) days after receipt of the b▇▇▇ by the Company or ITT Holdings LLC unless, in the case of expenditures described under clause (iii) above, the Company or ITT Holdings LLC is contesting such amounts in good faith. (c) The Company and ITT Holdings LLC will also pay the reasonable fees and expenses of the Trustee Registrar under the Indenture and all other amounts which may be payable to the Trustee Trustee, Paying Agent or Registrar under Section 10.02 7.2 of the Indenture, and the reasonable fees, costs and expenses of the Remarketing Agent and all other amounts which may be payable to the Remarketing Agent under the Remarketing Agreement, such amounts fees and expenses to be paid when due and payable by the Company directly to the Trustee Issuer, Trustee, Paying Agent, Registrar and Remarketing Agent, respectively, for their own account. (c) The Company will also pay when due and payable the reasonable fees, costs and expenses of the Issuer related to the issuance of the Bonds, including without limitation, attorneys' fees, costs and expenses. The Company further agrees to pay all reasonable fees, costs and expenses incurred in connection with any (i) preparation, execution, delivery, modification, waiver or amendment of this Loan Agreement, the other Bond Documents and related documents, and (ii) any audit or other such governmental inquiry concerning the Bonds, including the fees and expenses of Bond Counsel to the Issuer and Counsel for the Trustee’s own account as and when such amounts become due and payableIssuer. (d) Each of the The Company and ITT Holdings LLC covenants, for the benefit of the Owners of the BondsHolders, to pay or cause to be paid, to the TrusteeRemarketing Agent, such amounts as shall be necessary to enable the Trustee Remarketing Agent to pay the Purchase Price of Bonds delivered to it for purchase, all as more particularly described in Sections 4.01 and 4.02 Section 2.6 of the Indenture; provided, however, that the obligation of the Company and ITT Holdings LLC to make any such payment under this Section 4.02(d5.2(d) shall be reduced by the amount of moneys available for such payment described in Section 4.03(a2.6(g)(i) of the Indenture; and provided, further, that the obligation of the Company and ITT Holdings LLC to make any payment under this subsection (dSection 5.2(d) shall be deemed to be satisfied and discharged to the extent of the corresponding payment made by a the Credit Provider (if any) under a Credit Facility (if any) or by the Confirming Bank (if any) Issuer under the Confirming Letter of Credit (if any)Facility. (e) The In the event the Company shall promptly notify fail to make any of the Owners and any Prior Owners of any Determination of Taxability. Each payments required in this Section 5.2, the item or installment so in default shall continue as an obligation of the Company and ITT Holdings LLC covenants, for until the benefit of the Owners of the Bonds, to pay or cause to be paid to the Trustee when due any other amounts payable under the Bonds, including, but not limited to the following while the Bonds bear interest at a Bank Rate: (i) In the event of a Determination of Taxability (as defined amount in the Indenture), and upon demand of the Owner or any prior Owner, the Company and ITT Holdings LLC shall pay or cause to be paid to the Trustee such additional amount as shall be necessary to provide that interest on the Bonds default shall have been payable at the Taxable Adjusted LIBOR Rate (as defined in the Indenture) from the Date of Taxability (as defined in the Indenture). The Company shall promptly notify the Owners and any Prior Owners of any Determination of Taxabilityfully paid. (ii) Upon a Determination of Non De Minimis Exception Status (as defined in the Indenture), and upon demand of the Owner or any prior Owner, the Company shall pay or cause to be paid to the Trustee such additional amounts as shall be necessary to provide that interest on the Bonds shall have been payable at the Adjusted Non De Minimis Exception Status (as defined in the Indenture). (iii) Upon a Determination of Taxability or a Determination of Non de Minimis Exception Status, the Company and ITT Holdings LLC shall also pay or cause to be paid to the Trustee upon demand of such Owner or prior Owner any taxes, interest, penalties or other charges assessed against or payable by such Owner or prior Owner and attributable to such Determination of Taxability or a determination of Non De Minimis Exception Status and all reasonable administrative, out of pocket and other expenses incurred by such Owner or prior Owner which are attributable to such event, including, without limitation, the costs incurred by such Owner or prior Owner to amend any of its tax returns, notwithstanding the repayment of the entire principal amount of the Bonds or any transfer or assignment of the Bonds. (iv) If there is any Change in Law (as defined in the Revolving Credit Agreement) that increases the cost to the Bank holding the Bonds, then the Company and ITT Holdings LLC shall pay or cause to be paid to the Trustee such additional costs incurred or reduction suffered in accordance with Section 4.11 of the Revolving Credit Agreement, which section is incorporated herein by reference.

Amounts Payable. (a) The Company hereby covenants and agrees to repay the loanLoan, as follows: on or before any Interest Payment Date interest payment date for the Bonds or any other date that any payment of interest, premium, if any, or principal or Purchase Price is required to be made in respect of the Bonds pursuant to the Indenture, until the principal of, premium, if any, and interest on the Bonds shall have been fully paid or provision for the payment thereof shall have been made in accordance with the Indenture, in immediately available funds, a sum which, together with any other moneys available for such payment in any account of the Bond Fund, will enable the Trustee to pay the amount payable on such date as Purchase Price or principal of (whether at maturity or upon redemption or acceleration or otherwise), premium, if any, and interest on the Bonds as provided in the Indenture; provided, however, that the obligation of the Company to make any payment hereunder shall be deemed satisfied and discharged to the extent of the corresponding payment made by a Credit Provider (if any) to the Trustee under a Credit Facility (if any) or by the Confirming Bank (if any) under the Confirming Letter of Credit (if any). While the Bonds bear interest at a Bank Rate, each of the Company and ITT Holdings LLC agrees to pay (or cause to pay) the Purchase Price on the Bonds when due pursuant to Sections 4.01 and 4.02 of the Indenture. It is understood and agreed that all payments payable by or on behalf of the Company under subsection (a) of this Section 4.02 are assigned by the Issuer to the Trustee for the benefit of the Owners of the Bonds. Each of the Company and ITT Holdings LLC assents to such assignment. The Issuer hereby directs the Company and ITT Holdings LLC and the Company and ITT Holdings LLC hereby agree, to pay to the Trustee at the Principal Office of the Trustee all payments payable by or on behalf of the Company and/or ITT Holdings LLC pursuant to this subsection. (b) Each The Company will also pay the reasonable expenses of the Company and ITT Holdings LLC agrees that it will also pay: (i) All Issuer related to the issuance of the Issuer’s reasonable actual out-of-pocket expenses and costs of issuance in connection with the Bonds and an annual administrative payment payable directly to incurred upon the Issuer on June 1 of each year in an annual amount equal to 1/10th of 1% written request of the principal amount of all Bonds Outstanding on January 2 of each year. The administrative payments shall be used for purposes of paying administrative and related costs of the Issuer, but shall not include Trustee fees incurred by the Issuer, and the Issuer agrees that it will notify the Company in writing prior to March 20th of each calendar year hereafter if it shall not waive such administrative payments for such year and, if these fees are not waived, such written notice shall advise the Company of the amount that is to be paid (not to exceed 1/10 of 1% per annum) the date on which the payment is due, and where such payment is to be remitted. In the event the Company should fail to pay such administrative expenses then due, the payment shall continue as an obligation of the Company until the amount shall have been fully paid, and the company agrees to pay the same with interest thereon (to the extent legally enforceable) at a rate per annum equal to the interest rate in effect from time to time on the Bonds, until paid; and (ii) the reasonable fees and expenses of such accountants, consultants, attorneys and other experts as may be engaged by the Issuer, the Administrative Agent or the Trustee to prepare such audits, financial statements or opinions or provide such other services as are reasonably required under this Agreement, the Indenture or the Tax Regulatory Agreement; and (iii) all taxes and assessments of any type or character charged to the Issuer, the Administrative Agent or to the Trustee affecting the amount available to the Issuer, the Administrative Agent or the Trustee from payments to be received hereunder or in any way arising due to the transactions contemplated hereby (including taxes and assessments assessed or levied by any public agency or governmental authority of whatever character having power to levy taxes or assessments) but excluding any taxes based upon the capital and/or income of the Trustee, the Administrative Agent or any other person other than the Company; provided, however, that the Company shall have the right to protest any such taxes or assessments assessed or levied upon them and that the Company shall have the right to withhold payment of any such taxes or assessments pending disposition of any such protest or contest unless such withholding, protest or contest would materially adversely affect the rights or interests of the Issuer, the Administrative Agent or the Trustee. The forgoing payments shall be billed to the Company and/or ITT Holdings LLC by the Issuer, the Administrative Agent or the Trustee from time to time, together with (x) a statement executed by a duly authorized officer or agent of the Issuer, the Administrative Agent or the Trustee, as the case may be, certifying that the amount billed has been incurred or paid by the Issuer, the Administrative Agent or the Trustee for one or more of the above items, and (y) a copy of the invoice or statement for the amount so incurred or paid. Amounts so billed shall be paid by the Company and ITT Holdings LLC within thirty (30) days after receipt of the b▇▇▇ by the Company or ITT Holdings LLC unless, in the case of expenditures described under clause (iii) above, the Company or ITT Holdings LLC is contesting such amounts in good faith. (c) The Company and ITT Holdings LLC will also pay the reasonable fees and expenses of the Trustee under the Indenture and all other amounts which may be payable to the Trustee under Section 10.02 of the Indenture, such amounts to be paid directly to the Trustee for the Trustee’s 's own account as and when such amounts become due and payable. (d) Each of the The Company and ITT Holdings LLC covenants, for the benefit of the Owners of the Bonds, to pay or cause to be paid, to the Trustee, such amounts as shall be necessary to enable the Trustee to pay the Purchase Price of Bonds delivered to it for purchase, all as more particularly described in Sections 4.01 and 4.02 of the Indenture; provided, however, that the obligation of the Company and ITT Holdings LLC to make any such payment under this Section 4.02(d) shall be reduced by the amount of moneys available for such payment described in Section 4.03(a) of the Indenture; and provided, further, that the obligation of the Company and ITT Holdings LLC to make any payment under this subsection (d) shall be deemed to be satisfied and discharged to the extent of the corresponding payment made by a Credit Provider (if any) under a Credit Facility (if any) or by the Confirming Bank (if any) under the Confirming Letter of Credit (if any). (e) The Company shall promptly notify agrees to pay amounts sufficient to reestablish the Owners and any Prior Owners Reserve Fund at the Reserve Fund Requirement within twelve (12) months of any Determination of Taxability. Each deficit in the Reserve Fund below the Reserve Fund Requirement. (f) Recognizing that Issuer has certain audit, administrative and clerical expenses, the Company agrees to pay to the Issuer an administrative payment in a sum equal to its proportionate share of the audit expense plus one-eighth of one percent (1/8th of 1%) per annum of the principal amount of the Bonds Outstanding as of the payment date during the term thereof, one-half of the first year's administrative payment to be calculated by the Issuer six months after delivery of the Bonds and payable within thirty (30) days thereafter, with like calculations and payments semiannually thereafter with the final payment due when the Bonds are retired. In addition, the Company and ITT Holdings LLC covenantsagrees to pay to the Issuer, together with interest at the Late Payment Rate, all sums paid by the Issuer to the Trustee for the benefit of the Owners of the Bonds, to pay or cause such sums to be paid due and payable immediately upon payment by the Issuer. Payments under this subsection (f) shall be made directly to the Trustee when due any Issuer at its office in Oklahoma City, Oklahoma, or at such other amounts payable under location as my be set forth in writing by the Bonds, including, but not limited to the following while the Bonds bear interest at a Bank Rate:Issuer. (ig) In the event the Company should fail to make any of a Determination the payments required in this Section 4.2, the item or installment so in default shall continue as an obligation of Taxability the Company until the amount in default shall have been fully paid, and the Company agrees to pay the same with interest thereon, to the extent permitted by law, from the date when such payment was due, at the Late Payment Rate. It is understood and agreed that all payments payable by the Company under subsections (as defined in the Indenturea), (d) and upon demand (e) of this Section 4.2 are assigned by the Issuer to the Trustee for the benefit of the Owner or any prior Owner, Owners of the Bonds. The Company assents to such assignment. The Issuer hereby directs the Company and ITT Holdings LLC shall the Company hereby agrees to pay or cause to be paid to the Trustee such additional amount as shall be necessary to provide that interest on the Bonds shall have been payable at the Taxable Adjusted LIBOR Rate (as defined in the Indenture) from the Date of Taxability (as defined in the Indenture). The Company shall promptly notify the Owners and any Prior Owners of any Determination of Taxability. (ii) Upon a Determination of Non De Minimis Exception Status (as defined in the Indenture), and upon demand Principal Office of the Owner or any prior Owner, Trustee all payments payable by the Company shall pay or cause pursuant to be paid to this subsection. For the Trustee such additional amounts as shall be necessary to provide that interest on the Bonds shall have been payable at the Adjusted Non De Minimis Exception Status (as defined in the Indenture). (iii) Upon a Determination of Taxability or a Determination of Non de Minimis Exception Status, the Company and ITT Holdings LLC shall also pay or cause to be paid to the Trustee upon demand of such Owner or prior Owner any taxes, interest, penalties or other charges assessed against or payable by such Owner or prior Owner and attributable to such Determination of Taxability or a determination of Non De Minimis Exception Status and all reasonable administrative, out of pocket and other expenses incurred by such Owner or prior Owner which are attributable to such event, including, without limitation, the costs incurred by such Owner or prior Owner to amend any of its tax returns, notwithstanding the repayment convenience of the entire principal amount of parties the Bonds or any transfer or assignment of the Bondsfixed payments hereunder are attached hereto as Exhibit "E". (iv) If there is any Change in Law (as defined in the Revolving Credit Agreement) that increases the cost to the Bank holding the Bonds, then the Company and ITT Holdings LLC shall pay or cause to be paid to the Trustee such additional costs incurred or reduction suffered in accordance with Section 4.11 of the Revolving Credit Agreement, which section is incorporated herein by reference.

Amounts Payable. (a) The As and for repayment of the loan to the Company hereby covenants and agrees by the Issuer pursuant to repay Section 4.1 hereof, the loanCompany shall pay to the Trustee for the account of the Issuer as a Debt Service Payment an amount equal to the aggregate principal amount of the Bonds from time to time Outstanding and, as follows: interest on or before any Interest Payment Date for its obligation to pay such amount, an amount equal to interest on the Bonds or and, in the event of any other date that any payment redemption of interestthe Bonds prior to the maturity thereof, the premium, if any, or principal or Purchase Price is required to be made due in respect of the Bonds pursuant to the Indenture, until the principal of, premium, if any, and interest thereof. The Debt Service Payments shall be paid in installments due no later than 10:00 a.m. on the Bonds shall have been fully paid or provision for the payment thereof shall have been made in accordance with the Indenturedates, in immediately available fundsfunds in the amounts, a sum whichand in the manner provided in the Indenture to enable the Trustee, together with any other moneys available for such payment in any account on behalf of the Bond FundIssuer, will enable to cause amounts to be deposited in the Trustee Debt Service Fund to pay equal the amount payable on such date as Purchase Price or required for the timely payment of the principal of (whether at maturity or upon redemption or acceleration or otherwise), and premium, if any, and interest on the Bonds as provided in the Indenturesame shall become due and payable, whether at maturity, upon redemption, by acceleration, or otherwise; provided, however, that the obligation of the Company to make any such payment hereunder shall be deemed satisfied and discharged to reduced by the extent amount of the corresponding payment made any available moneys held by a Credit Provider (if any) to the Trustee under a Credit Facility in the Debt Service Fund for such purpose. (if anyb) or by the Confirming Bank (if any) under the Confirming Letter of Credit (if any). While the Bonds bear interest at a Bank Rate, each of the The Company and ITT Holdings LLC agrees shall also pay to pay (or cause to pay) the Purchase Price on the Bonds when due pursuant to Sections 4.01 and 4.02 of the Indenture. It is understood and agreed that all payments payable by or on behalf of the Company under subsection (a) Issuer the fees and reasonable expenses of this Section 4.02 are assigned by the Issuer to the Trustee for the benefit of the Owners of the Bonds. Each of the Company and ITT Holdings LLC assents to such assignment. The Issuer hereby directs the Company and ITT Holdings LLC and the Company and ITT Holdings LLC hereby agree, to pay to the Trustee at the Principal Office of the Trustee all payments payable by or on behalf of the Company and/or ITT Holdings LLC pursuant to this subsection. (b) Each of the Company and ITT Holdings LLC agrees that it will also pay: (i) All of the Issuer’s reasonable actual out-of-pocket expenses and costs of issuance in connection with the Bonds and an annual administrative payment payable directly to the Issuer on June 1 of each year in an annual amount equal to 1/10th of 1% of the principal amount of all Bonds Outstanding on January 2 of each year. The administrative payments shall be used for purposes of paying administrative and related costs of the Issuer, but shall not include Trustee fees incurred by the Issuer, and the Issuer agrees that it will notify the Company in writing prior to March 20th of each calendar year hereafter if it shall not waive such administrative payments for such year and, if these fees are not waived, such written notice shall advise the Company of the amount that is to be paid (not to exceed 1/10 of 1% per annum) the date on which the payment is due, and where such payment is to be remitted. In the event the Company should fail to pay such administrative expenses then due, the payment shall continue as an obligation of the Company until the amount shall have been fully paid, and the company agrees to pay the same with interest thereon (to the extent legally enforceable) at a rate per annum equal to the interest rate in effect from time to time on the Bonds, until paid; and (ii) the including reasonable fees and expenses of counsel) which have been disclosed to it on the Issue Date related to the issuance and sale of the Bonds and such accountantsother costs, consultantsreimbursements, attorneys fees and other experts as expenses for which it may be engaged by liable under Section 10.8 hereof in connection with the Issuer, the Administrative Agent or the Trustee to prepare such audits, financial statements or opinions or provide such other services as are reasonably required 's performance of its duties and obligations under this Agreement, the Indenture or and the Tax Regulatory Agreement; and (iii) all taxes and assessments of any type or character charged to the Issuerother Bond Documents, the Administrative Agent or to the Trustee affecting the amount available to the Issuer, the Administrative Agent or the Trustee from payments to be received hereunder or in any way arising due to the transactions contemplated hereby (including taxes and assessments assessed or levied by any public agency or governmental authority of whatever character having power to levy taxes or assessments) but excluding any taxes based upon the capital and/or income of the Trustee, the Administrative Agent or any other person other than the Company; provided, however, that the Company shall have the right to protest any such taxes or assessments assessed or levied upon them and that the Company shall have the right to withhold payment of any such taxes or assessments pending disposition of any such protest or contest unless such withholding, protest or contest would materially adversely affect the rights or interests of the Issuer, the Administrative Agent or the Trustee. The forgoing payments shall be billed to the Company and/or ITT Holdings LLC by the Issuer, the Administrative Agent or the Trustee from time to time, together with (x) a statement executed by a duly authorized officer or agent of the Issuer, the Administrative Agent or the Trustee, as the case may be, certifying that the amount billed has been incurred or paid by the Issuer, the Administrative Agent or the Trustee for one or more of the above items, and (y) a copy of the invoice or statement for the amount so incurred or paid. Amounts so billed shall be paid by the Company and ITT Holdings LLC within thirty (30) 30 days after receipt of a written request from the b▇▇▇ by the Company or ITT Holdings LLC unless, in the case of expenditures described under clause (iii) above, the Company or ITT Holdings LLC is contesting Issuer for such amounts in good faithpayment. (c) The Company and ITT Holdings LLC will shall also pay the reasonable fees and expenses (including reasonable fees and expenses of counsel) of the Trustee under the Indenture and all other amounts which may be payable to the Trustee under Section 10.02 of the IndentureFinancing Documents (including this Agreement), such amounts reasonable fees and expenses to be paid directly to the Trustee for the Trustee’s own its account as and when such amounts reasonable fees and expenses become due and payable. (d) Each of the Company , and ITT Holdings LLC covenants, for the benefit of the Owners any reasonable expense in connection with any redemption of the Bonds, to pay or cause to be paid, to the Trustee, such amounts as shall be necessary to enable the Trustee to pay the Purchase Price of Bonds delivered to it for purchase, all as more particularly described in Sections 4.01 and 4.02 of the Indenture; provided, however, that so long as no Event of Default exists hereunder, the obligation Company shall not be responsible for payment of any fees or expenses, including fees and expenses of counsel (except for the Trustee's annual fee), unless the Company has been specifically informed of the nature and amount of such fees and expenses and has given written authorization therefor; provided, however, that no such authorization shall be required if the Trustee determines, owing to extraordinary circumstances, that such prior authorization is inconsistent with the performance of its fiduciary duties hereunder. The Company may, without creating a default hereunder or under the Indenture, contest in good faith the necessity for and ITT Holdings LLC to make the reasonableness of any such services and expenses before making payment under this Section 4.02(dtherefor. (d) In addition to all other costs and expenses due hereunder, the Company shall be reduced by pay all reasonable costs and expenses of enforcement of the amount terms and provisions hereof and of moneys available for such payment described the Indenture including, without limitation, those referred to in Section 4.03(a) 7.5 hereof and Sections 11.02, 11.03, and 12.11 of the Indenture; and provided, further, that the obligation of the Company and ITT Holdings LLC to make any payment under this subsection (d) shall be deemed to be satisfied and discharged to the extent of the corresponding payment made by a Credit Provider (if any) under a Credit Facility (if any) or by the Confirming Bank (if any) under the Confirming Letter of Credit (if any). (e) The Company shall promptly notify also compute the Owners amount of arbitrage rebate at the times and in the manner required by the Tax Agreement and shall pay amounts equal to any Prior Owners of any Determination of Taxability. Each of the Company and ITT Holdings LLC covenants, for the benefit of the Owners of the Bonds, to pay or cause to be paid rebatable arbitrage to the Trustee when due any other amounts payable under United States at the Bonds, including, but not limited to the following while the Bonds bear interest at a Bank Rate: (i) In the event of a Determination of Taxability (as defined times and in the Indenture), and upon demand of amounts required by the Owner or any prior Owner, the Company and ITT Holdings LLC shall pay or cause to be paid to the Trustee such additional amount as shall be necessary to provide that interest on the Bonds shall have been payable at the Taxable Adjusted LIBOR Rate (as defined in the Indenture) from the Date of Taxability (as defined in the Indenture). The Company shall promptly notify the Owners and any Prior Owners of any Determination of TaxabilityTax Agreement. (ii) Upon a Determination of Non De Minimis Exception Status (as defined in the Indenture), and upon demand of the Owner or any prior Owner, the Company shall pay or cause to be paid to the Trustee such additional amounts as shall be necessary to provide that interest on the Bonds shall have been payable at the Adjusted Non De Minimis Exception Status (as defined in the Indenture). (iii) Upon a Determination of Taxability or a Determination of Non de Minimis Exception Status, the Company and ITT Holdings LLC shall also pay or cause to be paid to the Trustee upon demand of such Owner or prior Owner any taxes, interest, penalties or other charges assessed against or payable by such Owner or prior Owner and attributable to such Determination of Taxability or a determination of Non De Minimis Exception Status and all reasonable administrative, out of pocket and other expenses incurred by such Owner or prior Owner which are attributable to such event, including, without limitation, the costs incurred by such Owner or prior Owner to amend any of its tax returns, notwithstanding the repayment of the entire principal amount of the Bonds or any transfer or assignment of the Bonds. (iv) If there is any Change in Law (as defined in the Revolving Credit Agreement) that increases the cost to the Bank holding the Bonds, then the Company and ITT Holdings LLC shall pay or cause to be paid to the Trustee such additional costs incurred or reduction suffered in accordance with Section 4.11 of the Revolving Credit Agreement, which section is incorporated herein by reference.

Amounts Payable. (a) The Company hereby covenants and agrees shall pay to repay the loanIssuer as Rent, as follows: in immediately available funds, on or before the fifth day preceding any Interest Payment Date interest payment date for the Bonds or preceding any other date that any payment of interest, premium, if any, or principal or Purchase Price is required to be made in respect of the Bonds pursuant to the Indenture, until the principal of, premium, if any, and interest on the Bonds shall have been fully paid or provision for the payment thereof shall have been made in accordance with the Indenture, in immediately available funds, a sum which, together with any other moneys the balance on deposit in the Bond Fund established under the Indenture (taking into account interest earnings on such Rent until the same is disbursed) and available for such payment in any account of the Bond Fundpurpose, will enable the Trustee shall be sufficient to pay the amount payable Aggregate Debt Service that is due on such date as Purchase Price or principal of (whether at maturity or upon redemption or acceleration or otherwise)date, premium, if any, and interest on the Bonds as provided in the Indenture; provided, however, that the obligation of . All Rent shall be paid directly by the Company to make any payment hereunder shall be deemed satisfied and discharged to in the extent of the corresponding payment made by a Credit Provider (if any) to the Trustee under a Credit Facility (if any) or by the Confirming Bank (if any) under the Confirming Letter of Credit (if any). While the Bonds bear interest at a Bank Rate, each of the Company and ITT Holdings LLC agrees to pay (or cause to pay) the Purchase Price on the Bonds when due pursuant to Sections 4.01 and 4.02 of the Indenturefull amounts stipulated herein. It is understood and agreed that all payments of Rent payable by or on behalf of the Company under subsection (a) of this Section 4.02 6.1 are assigned by the Issuer to the Trustee for the benefit of the Owners of the Bonds. Each of the The Company and ITT Holdings LLC assents to such assignment. The Issuer hereby directs the Company and ITT Holdings LLC and the Company and ITT Holdings LLC hereby agree, agrees to pay to the Trustee at the Principal Office of the Trustee all Rent payments payable by or on behalf of the Company and/or ITT Holdings LLC pursuant to this subsection. Payments by the Company to the Trustee as aforesaid or as otherwise required pursuant to this Agreement or the other Lease Documents, including, but not limited to, payments to redeem or defease the Bonds as provided in Section 10.3, shall be sufficient to discharge the obligation of the Company with respect to the amounts so paid, and the Company shall not be liable to the Issuer, the Owners or to any other party by reason of the failure of the Trustee to remit such amounts to the Owners, or otherwise to apply such amounts, as provided in the Indenture. The Company further acknowledges that it has received a copy of the Indenture as in effect on the date of execution and delivery of this Agreement and agrees to all of the terms and conditions set forth therein. (b) Each The Company will also pay the reasonable expenses of the Company and ITT Holdings LLC agrees that it will also pay: (i) All Issuer related to the issuance of the Issuer’s reasonable actual out-of-pocket Bonds, including the payment on or prior to the Closing Date of a fee equal to $245,000 and a construction monitoring fee of $5,000. In the event construction of the Project is not completed within three months after the Closing Date, the Company shall pay the Issuer on the first day of each month thereafter an additional construction monitoring fee of $2,000 for each month or part thereof until construction of the Project is completed. The Company shall also pay an annual administrative fee to the Issuer in the amount of $5,000 per year payable on each anniversary of the Closing Date and all costs and expenses and costs of issuance incurred by the Issuer in connection with the Bonds Project, including, but not limited to, auditing and an annual administrative payment payable directly to the Issuer on June 1 of each year in an annual amount equal to 1/10th of 1% of the principal amount of all Bonds Outstanding on January 2 of each yearlegal expenses. The administrative payments Company shall be used for purposes of paying administrative and related costs of the Issuer, but shall not include Trustee fees incurred by the Issuer, and the Issuer agrees that it will notify the Company in writing prior to March 20th of each calendar year hereafter if it shall not waive such administrative payments for such year and, if these fees are not waived, such written notice shall advise the Company of the amount that is to be paid (not to exceed 1/10 of 1% per annum) the date on which the payment is due, and where such payment is to be remitted. In the event the Company should fail to also pay such administrative expenses then due, the payment shall continue as an obligation of the Company until the amount shall have been fully paid, and the company agrees to pay the same with interest thereon (to the extent legally enforceable) at a rate per annum equal to the interest rate in effect from time to time on the Bonds, until paid; and (ii) Closing Date the reasonable fees and expenses of such accountantsBond Counsel, consultantscounsel to the Purchaser, attorneys counsel to the Issuer and other experts as may be engaged by the Issuer, the Administrative Agent or the Trustee to prepare such audits, 's accountants and financial statements or opinions or provide such other services as are reasonably required under this Agreement, the Indenture or the Tax Regulatory Agreement; and (iii) all taxes and assessments of any type or character charged to the Issuer, the Administrative Agent or to the Trustee affecting the amount available to the Issuer, the Administrative Agent or the Trustee from payments to be received hereunder or in any way arising due to the transactions contemplated hereby (including taxes and assessments assessed or levied by any public agency or governmental authority of whatever character having power to levy taxes or assessments) but excluding any taxes based upon the capital and/or income of the Trustee, the Administrative Agent or any other person other than the Company; provided, however, that the Company shall have the right to protest any such taxes or assessments assessed or levied upon them and that the Company shall have the right to withhold payment of any such taxes or assessments pending disposition of any such protest or contest unless such withholding, protest or contest would materially adversely affect the rights or interests of the Issuer, the Administrative Agent or the Trustee. The forgoing payments shall be billed to the Company and/or ITT Holdings LLC by the Issuer, the Administrative Agent or the Trustee from time to time, together with (x) a statement executed by a duly authorized officer or agent of the Issuer, the Administrative Agent or the Trustee, as the case may be, certifying that the amount billed has been incurred or paid by the Issuer, the Administrative Agent or the Trustee for one or more of the above items, and (y) a copy of the invoice or statement for the amount so incurred or paid. Amounts so billed shall be paid by the Company and ITT Holdings LLC within thirty (30) days after receipt of the b▇▇▇ by the Company or ITT Holdings LLC unless, in the case of expenditures described under clause (iii) above, the Company or ITT Holdings LLC is contesting such amounts in good faithadvisor. (c) The Company and ITT Holdings LLC will also pay the reasonable fees and expenses of the Trustee under the Indenture and all other amounts which may be payable to the Trustee under Section 10.02 9.02 of the Indenture, such amounts to be paid directly to the Trustee for the Trustee’s 's own account as and when such amounts become due and payable. (d) Each In the event the Company should fail to make any of the Company and ITT Holdings LLC covenantspayments required in this Section 6.1, for the benefit of the Owners of the Bonds, to pay item or cause to be paid, to the Trustee, such amounts installment so in default shall continue as shall be necessary to enable the Trustee to pay the Purchase Price of Bonds delivered to it for purchase, all as more particularly described in Sections 4.01 and 4.02 of the Indenture; provided, however, that the an obligation of the Company and ITT Holdings LLC to make any such payment under this Section 4.02(d) shall be reduced by until the amount of moneys available for such payment described in Section 4.03(a) of the Indenture; default shall have been fully paid, and provided, further, that the obligation of the Company and ITT Holdings LLC agrees to make any payment under this subsection (d) shall be deemed to be satisfied and discharged pay the same with interest thereon, to the extent of permitted by law, from the corresponding date when such payment made by a Credit Provider (if any) under a Credit Facility (if any) or by was due, at the Confirming Bank (if any) under rate set forth in the Confirming Letter of Credit (if any)Bonds. (e) The Company shall promptly notify the Owners and any Prior Owners of any Determination of Taxability. Each also pay all other amounts hereunder in respect of the Company Project, and ITT Holdings LLC covenantsthe operation, for the benefit of the Owners of the Bondsmaintenance and repair thereof, to pay insurance coverages thereon, any taxes or cause to be paid to the Trustee when due payments in lieu thereof all as herein provided, including without limitation, any other amounts payable under the Bonds, including, but not limited to the following while the Bonds bear interest at a Bank Rate: (i) In the event of a Determination of Taxability (as defined in the Indenture), and upon demand of the Owner or any prior Owner, the Company and ITT Holdings LLC shall pay or cause to be paid to the Trustee such additional amount as shall be necessary to provide that interest on the Bonds shall have been payable at the Taxable Adjusted LIBOR Rate (as defined in the Indenture) from the Date of Taxability (as defined in the Indenture). The Company shall promptly notify the Owners and any Prior Owners of any Determination of TaxabilityArticle VII hereof. (ii) Upon a Determination of Non De Minimis Exception Status (as defined in the Indenture), and upon demand of the Owner or any prior Owner, the Company shall pay or cause to be paid to the Trustee such additional amounts as shall be necessary to provide that interest on the Bonds shall have been payable at the Adjusted Non De Minimis Exception Status (as defined in the Indenture). (iii) Upon a Determination of Taxability or a Determination of Non de Minimis Exception Status, the Company and ITT Holdings LLC shall also pay or cause to be paid to the Trustee upon demand of such Owner or prior Owner any taxes, interest, penalties or other charges assessed against or payable by such Owner or prior Owner and attributable to such Determination of Taxability or a determination of Non De Minimis Exception Status and all reasonable administrative, out of pocket and other expenses incurred by such Owner or prior Owner which are attributable to such event, including, without limitation, the costs incurred by such Owner or prior Owner to amend any of its tax returns, notwithstanding the repayment of the entire principal amount of the Bonds or any transfer or assignment of the Bonds. (iv) If there is any Change in Law (as defined in the Revolving Credit Agreement) that increases the cost to the Bank holding the Bonds, then the Company and ITT Holdings LLC shall pay or cause to be paid to the Trustee such additional costs incurred or reduction suffered in accordance with Section 4.11 of the Revolving Credit Agreement, which section is incorporated herein by reference.

Amounts Payable. (a) The Company hereby covenants and agrees to repay the loanLoan, as follows: on or before the Business Day preceding any Interest Payment Date interest payment date for the Series G Bonds or any other date that any payment of interest, premium, if any, or principal or Purchase Price is required to be made in respect of the Series G Bonds pursuant to the Indenture, until the principal of, premium, if any, and interest on the Series G Bonds shall have been fully paid or provision for the payment thereof shall have been made in accordance with the Indenture, in immediately available funds, a sum which, together with any other moneys available for such payment in any account of the Bond Fund, will enable the Trustee to pay the amount payable on such date as Purchase Price or principal of (whether at maturity or upon redemption or acceleration or otherwise), premium, if any, and interest on the Series G Bonds as provided in the Indenture; provided, however, that the obligation of the Company to make any payment hereunder shall be deemed satisfied and discharged to the extent of the corresponding payment made by a Credit Provider (if any) to the Trustee under a Credit Facility (if any) or by the Confirming Bank (if any) under the Confirming Letter of Credit (if any). While the Bonds bear interest at a Bank Rate, each of the Company and ITT Holdings LLC agrees to pay (or cause to pay) the Purchase Price on the Bonds when due pursuant to Sections 4.01 and 4.02 of the Indenture. It is understood and agreed that all payments payable by or on behalf of the Company under subsection (a) of this Section 4.02 4.2 are assigned by the Issuer to the Trustee for the benefit of the Owners of the Bonds. Each of the The Company and ITT Holdings LLC assents to such assignment. The Issuer hereby directs the Company and ITT Holdings LLC and the Company and ITT Holdings LLC hereby agree, agrees to pay to the Trustee at the Principal Office of the Trustee all payments payable by or on behalf of the Company and/or ITT Holdings LLC pursuant to this subsection. Payments by the Company to the Trustee as aforesaid or as otherwise required pursuant to this Agreement or the other Loan Documents shall be sufficient to discharge the obligation of the Company with respect to the amounts so paid, and the Company shall not be liable to the Issuer, the Owners or to any other party by reason of the failure of the Trustee to remit such amounts to the Owners, or otherwise to apply such amounts, as provided in the Indenture. (b) Each The Company will also pay the reasonable expenses of the Company and ITT Holdings LLC agrees that it will also pay: (i) All Issuer related to the issuance of the Issuer’s reasonable actual out-of-pocket expenses and costs Series G Bonds, including the payment on the Closing Date of issuance in connection with the Bonds and an annual administrative payment payable directly to the Issuer on June 1 of each year in an annual amount a fee equal to 1/10th of 1% of the principal amount of all Bonds Outstanding on January 2 of each year$25,000. The administrative payments Company shall be used for purposes of paying administrative and related costs of the Issuer, but shall not include Trustee fees incurred by the Issuer, and the Issuer agrees that it will notify the Company in writing prior to March 20th of each calendar year hereafter if it shall not waive such administrative payments for such year and, if these fees are not waived, such written notice shall advise the Company of the amount that is to be paid (not to exceed 1/10 of 1% per annum) the date on which the payment is due, and where such payment is to be remitted. In the event the Company should fail to also pay such administrative expenses then due, the payment shall continue as an obligation of the Company until the amount shall have been fully paid, and the company agrees to pay the same with interest thereon (to the extent legally enforceable) at a rate per annum equal to the interest rate in effect from time to time on the Bonds, until paid; and (ii) Closing Date the reasonable fees and expenses of such accountantsBond Counsel, consultants, attorneys and other experts as may be engaged by the Issuer, the Administrative Agent or the Trustee to prepare such audits, financial statements or opinions or provide such other services as are reasonably required under this Agreement, the Indenture or the Tax Regulatory Agreement; and (iii) all taxes and assessments of any type or character charged counsel to the Issuer, the Administrative Agent or Purchaser and of counsel to the Trustee affecting the amount available with respect to the Issuer, the Administrative Agent or the Trustee from payments to be received hereunder or in any way arising due to the transactions contemplated hereby (including taxes and assessments assessed or levied by any public agency or governmental authority of whatever character having power to levy taxes or assessments) but excluding any taxes based upon the capital and/or income of the Trustee, the Administrative Agent or any other person other than the Company; provided, however, that the Company shall have the right to protest any such taxes or assessments assessed or levied upon them and that the Company shall have the right to withhold payment of any such taxes or assessments pending disposition of any such protest or contest unless such withholding, protest or contest would materially adversely affect the rights or interests of the Issuer, the Administrative Agent or the Trustee. The forgoing payments shall be billed to the Company and/or ITT Holdings LLC by the Issuer, the Administrative Agent or the Trustee from time to time, together with (x) a statement executed by a duly authorized officer or agent of the Issuer, the Administrative Agent or the Trustee, as the case may be, certifying that the amount billed has been incurred or paid by the Issuer, the Administrative Agent or the Trustee for one or more of the above items, and (y) a copy of the invoice or statement for the amount so incurred or paid. Amounts so billed shall be paid by the Company and ITT Holdings LLC within thirty (30) days after receipt of the b▇▇▇ by the Company or ITT Holdings LLC unless, in the case of expenditures described under clause (iii) above, the Company or ITT Holdings LLC is contesting such amounts in good faith1986 Series Bonds. (c) The Company and ITT Holdings LLC will also pay the reasonable fees and expenses of the Trustee under the Indenture and all other amounts which may be payable to the Trustee under Section 10.02 9.02 of the Indenture, such amounts to be paid directly to the Trustee for the Trustee’s 's own account as and when such amounts become due and payable. (d) Each In the event the Company should fail to make any of the Company and ITT Holdings LLC covenantspayments required in this Section 4.2, for the benefit of the Owners of the Bonds, to pay item or cause to be paid, to the Trustee, such amounts installment so in default shall continue as shall be necessary to enable the Trustee to pay the Purchase Price of Bonds delivered to it for purchase, all as more particularly described in Sections 4.01 and 4.02 of the Indenture; provided, however, that the an obligation of the Company and ITT Holdings LLC to make any such payment under this Section 4.02(d) shall be reduced by until the amount of moneys available for such payment described in Section 4.03(a) of the Indenture; default shall have been fully paid, and provided, further, that the obligation of the Company and ITT Holdings LLC agrees to make any payment under this subsection (d) shall be deemed to be satisfied and discharged pay the same with interest thereon, to the extent of permitted by law, from the corresponding date when such payment made by a Credit Provider (if any) under a Credit Facility (if any) or by was due, at the Confirming Bank (if any) under the Confirming Letter of Credit (if any). (e) The Company shall promptly notify the Owners and any Prior Owners of any Determination of Taxability. Each of the Company and ITT Holdings LLC covenants, for the benefit of the Owners of the Bonds, to pay or cause to be paid to the Trustee when due any other amounts payable under the Bonds, including, but not limited to the following while the Bonds bear interest at a Bank Rate: (i) In the event of a Determination of Taxability (as defined rate set forth in the Indenture), and upon demand of the Owner or any prior Owner, the Company and ITT Holdings LLC shall pay or cause to be paid to the Trustee such additional amount as shall be necessary to provide that interest on the Bonds shall have been payable at the Taxable Adjusted LIBOR Rate (as defined in the Indenture) from the Date of Taxability (as defined in the Indenture). The Company shall promptly notify the Owners and any Prior Owners of any Determination of Taxability. (ii) Upon a Determination of Non De Minimis Exception Status (as defined in the Indenture), and upon demand of the Owner or any prior Owner, the Company shall pay or cause to be paid to the Trustee such additional amounts as shall be necessary to provide that interest on the Bonds shall have been payable at the Adjusted Non De Minimis Exception Status (as defined in the Indenture). (iii) Upon a Determination of Taxability or a Determination of Non de Minimis Exception Status, the Company and ITT Holdings LLC shall also pay or cause to be paid to the Trustee upon demand of such Owner or prior Owner any taxes, interest, penalties or other charges assessed against or payable by such Owner or prior Owner and attributable to such Determination of Taxability or a determination of Non De Minimis Exception Status and all reasonable administrative, out of pocket and other expenses incurred by such Owner or prior Owner which are attributable to such event, including, without limitation, the costs incurred by such Owner or prior Owner to amend any of its tax returns, notwithstanding the repayment of the entire principal amount of the Bonds or any transfer or assignment of the Series G Bonds. (iv) If there is any Change in Law (as defined in the Revolving Credit Agreement) that increases the cost to the Bank holding the Bonds, then the Company and ITT Holdings LLC shall pay or cause to be paid to the Trustee such additional costs incurred or reduction suffered in accordance with Section 4.11 of the Revolving Credit Agreement, which section is incorporated herein by reference.

Amounts Payable. (a) The Company hereby covenants and agrees to repay pay to the loanTrustee, as follows: assignee of the Issuer, in funds which will be immediately available on or before any Interest Payment Date for the Bonds or any other date that any day payment of interestis due, from time to time as the amount owed hereunder, including interest thereon (which interest obligation shall equal the interest and premium, if any, on the Bonds), amounts which, and at or principal or Purchase Price is required before times which, shall correspond (i) to be made the payments in respect of the Bonds pursuant to the Indenture, until the principal of, of and premium, if any, and interest on the Bonds whenever and in whatever manner the same shall have been fully paid or provision for the payment thereof shall have been made in accordance with the Indenture, in immediately available funds, a sum which, together with any other moneys available for such payment in any account of the Bond Fund, will enable the Trustee to pay the amount payable on such date as Purchase Price or principal of (become due whether at maturity or stated maturity, upon redemption or acceleration or otherwise), premium, if any, and (ii) the purchase price of the Bonds required or permitted to be purchased under the Indenture. If (i) at the date any payment on the Bonds is due, available moneys are held by the Trustee under the Indenture which are not being held for the payment of Bonds due and payable but which have not been presented for payment, or (ii) on any date on which Bonds are to be purchased pursuant to Section 4.02 of the Indenture, there are any available moneys held for the payment of the purchase price which are not being held for the purchase of Bonds which have not been presented for purchase pursuant to Section 6 of the form of Bonds, then, in each case, such moneys shall be credited against the payment then due hereunder, first in respect of interest on the Bonds as provided in the Indenture; providedamount then due and owing hereunder and then, however, that the obligation of the Company to make any payment hereunder shall be deemed satisfied and discharged to the extent of remaining moneys, in respect of pr▇▇▇▇▇▇▇ ▇n the corresponding payment made by a Credit Provider (if any) to the Trustee under a Credit Facility (if any) or by the Confirming Bank (if any) under the Confirming Letter of Credit (if any). While the Bonds bear interest at a Bank Rate, each of the Company amount then due and ITT Holdings LLC agrees to pay (or cause to pay) the Purchase Price on the Bonds when due pursuant to Sections 4.01 and 4.02 of the Indenture. It is understood and agreed that all payments payable by or on behalf of the Company under subsection (a) of this Section 4.02 are assigned by the Issuer to the Trustee for the benefit of the Owners of the Bonds. Each of the Company and ITT Holdings LLC assents to such assignmentowing hereunder. The Issuer hereby directs the Company and ITT Holdings LLC and the Company and ITT Holdings LLC hereby agree, to pay to the Trustee at the Principal Office of the Trustee all payments payable by or on behalf of the Company and/or ITT Holdings LLC pursuant to this subsection. (b) Each of the Company and ITT Holdings LLC agrees that it will also pay: : (i) All of the Issuer’s fees, charges and reasonable actual out-of-pocket expenses and costs of issuance in connection with the Bonds and an annual administrative payment payable directly to the Issuer on June 1 of each year in an annual amount equal to 1/10th of 1% of the principal amount of all Bonds Outstanding on January 2 of each year. The administrative payments shall be used for purposes of paying administrative and related costs of the Issuer, but shall not include Trustee fees incurred by the Issuer, and the Issuer agrees that it will notify the Company in writing prior to March 20th of each calendar year hereafter if it shall not waive such administrative payments for such year and, if these fees are not waived, such written notice shall advise the Company of the amount that is to be paid (not to exceed 1/10 of 1% per annum) the date on which the payment is due, and where such payment is to be remitted. In the event the Company should fail to pay such administrative expenses then due, the payment shall continue as an obligation of the Company until the amount shall have been fully paid, and the company agrees to pay the same with interest thereon (to the extent legally enforceable) at a rate per annum equal to the interest rate in effect from time to time on the Bonds, until paid; and (ii) the reasonable fees and expenses of such accountants, consultants, attorneys and other experts as may be engaged by the Issuer, the Administrative Agent or the Trustee to prepare such audits, financial statements or opinions or provide such other services as are reasonably required under this Agreement, the Indenture or the Tax Regulatory Agreement; and (iii) all taxes and assessments of any type or character charged to the Issuer, the Administrative Agent or to the Trustee affecting the amount available to the Issuer, the Administrative Agent or the Trustee from payments to be received hereunder or in any way arising due to the transactions contemplated hereby (including taxes and assessments assessed or levied by any public agency or governmental authority of whatever character having power to levy taxes or assessments) but excluding any taxes based upon the capital and/or income of the Trustee, the Administrative paying agent and the Remarketing Agent or any other person other than the Company; provided, however, that the Company shall have the right to protest any such taxes or assessments assessed or levied upon them and that the Company shall have the right to withhold payment of any such taxes or assessments pending disposition of any such protest or contest unless such withholding, protest or contest would materially adversely affect the rights or interests of the Issuer, the Administrative Agent or the Trustee. The forgoing payments shall be billed to the Company and/or ITT Holdings LLC by the Issuer, the Administrative Agent or the Trustee from time to time, together with (x) a statement executed by a duly authorized officer or agent of the Issuer, the Administrative Agent or the Trustee, as the case may be, certifying that the amount billed has been incurred or paid by the Issuer, the Administrative Agent or the Trustee for one or more of the above items, and (y) a copy of the invoice or statement for the amount so incurred or paid. Amounts so billed shall be paid by the Company and ITT Holdings LLC within thirty (30) days after receipt of the b▇▇▇ by the Company or ITT Holdings LLC unless, in the case of expenditures described under clause (iii) above, the Company or ITT Holdings LLC is contesting such amounts in good faith. (c) The Company and ITT Holdings LLC will also pay the reasonable fees and expenses of the Trustee under the Indenture and all other amounts which may be payable to the Trustee under Section 10.02 of the Indenture, such amounts fees, charges, and reasonable expenses to be paid directly to the Trustee Trustee, the paying agent and the Remarketing Agent for the Trustee’s own account their respective accounts as and when such amounts fees, charges and reasonable expenses become due and payable. , (dii) Each any expenses and costs incurred or to be incurred by virtue of the Company and ITT Holdings LLC covenants, for the benefit of the Owners issuance of the Bonds, to (iii) any expenses in connection with any redemption of the Bonds, and (iv) any expenses in connection with the redemption of the Series 1994 Bonds. The Company also agrees that, on or before the date of redemption of the Series 1994 Bonds, it will pay or cause to be paid, to the TrusteeSeries 1994 Trustee for deposit into the Bond Fund held by the Series 1994 Trustee in connection with the Series 1994 Bonds, an amount of funds which, when added to the proceeds of the Bonds, the Series 1999-A Bonds and the Series 1999-C Bonds (other than proceeds, if any, representing accrued interest), plus any investment earnings thereon, and any other funds available for such amounts as shall purpose, will be necessary sufficient to enable permit the Series 1994 Trustee to pay the Purchase Price of Bonds delivered to it for purchaseprincipal of, all as more particularly described in Sections 4.01 premium and 4.02 of the Indenture; provided, however, that the obligation of the Company and ITT Holdings LLC to make any such payment under this Section 4.02(d) shall be reduced by the amount of moneys available for such payment described in Section 4.03(a) of the Indenture; and provided, further, that the obligation of the Company and ITT Holdings LLC to make any payment under this subsection (d) shall be deemed to be satisfied and discharged to the extent of the corresponding payment made by a Credit Provider (if any) under a Credit Facility (if any) or by the Confirming Bank (if any) under the Confirming Letter of Credit (if any). (e) The Company shall promptly notify the Owners and any Prior Owners of any Determination of Taxability. Each of the Company and ITT Holdings LLC covenants, for the benefit of the Owners of the Bonds, to pay or cause to be paid to the Trustee when due any other amounts payable under the Bonds, including, but not limited to the following while the Bonds bear interest at a Bank Rate: (i) In the event of a Determination of Taxability (as defined in the Indenture), and upon demand of the Owner or any prior Owner, the Company and ITT Holdings LLC shall pay or cause to be paid to the Trustee such additional amount as shall be necessary to provide that accrued interest on the Series 1994 Bonds upon their redemption, which shall have been payable at occur no later than 90 days after the Taxable Adjusted LIBOR Rate (as defined in the Indenture) from the Date date of Taxability (as defined in the Indenture). The Company shall promptly notify the Owners and any Prior Owners of any Determination of Taxability. (ii) Upon a Determination of Non De Minimis Exception Status (as defined in the Indenture), and upon demand of the Owner or any prior Owner, the Company shall pay or cause to be paid to the Trustee such additional amounts as shall be necessary to provide that interest on the Bonds shall have been payable at the Adjusted Non De Minimis Exception Status (as defined in the Indenture). (iii) Upon a Determination of Taxability or a Determination of Non de Minimis Exception Status, the Company and ITT Holdings LLC shall also pay or cause to be paid to the Trustee upon demand of such Owner or prior Owner any taxes, interest, penalties or other charges assessed against or payable by such Owner or prior Owner and attributable to such Determination of Taxability or a determination of Non De Minimis Exception Status and all reasonable administrative, out of pocket and other expenses incurred by such Owner or prior Owner which are attributable to such event, including, without limitation, the costs incurred by such Owner or prior Owner to amend any of its tax returns, notwithstanding the repayment of the entire principal amount of the Bonds or any transfer or assignment issuance of the Bonds. (iv) If there is any Change in Law (as defined in the Revolving Credit Agreement) that increases the cost to the Bank holding the Bonds, then the Company and ITT Holdings LLC shall pay or cause to be paid to the Trustee such additional costs incurred or reduction suffered in accordance with Section 4.11 of the Revolving Credit Agreement, which section is incorporated herein by reference.

Amounts Payable. (a) The Company hereby covenants Corporation shall make all payments required by the Note as and agrees when they become due and shall promptly pay all other amounts necessary to repay the loan, as follows: on or before any Interest Payment Date for the Bonds or any other date that any payment of interest, premium, if any, or principal or Purchase Price is required to be made in respect of the Bonds pursuant to the Indenture, until the principal of, premium, if any, and interest on the Bonds shall have been fully paid or provision for the payment thereof shall have been made in accordance with the Indenture, in immediately available funds, a sum which, together with any other moneys available for such payment in any account of the Bond Fund, will enable the Trustee to pay make the amount payable on such date as Purchase Price or principal of (whether at maturity or upon redemption or acceleration or otherwise), premium, if any, and interest on the Bonds as provided in the Indenture; provided, however, that the obligation of the Company to make any payment hereunder shall be deemed satisfied and discharged deposits to the extent of Bond Fund and the corresponding payment made Reserve Fund required by a Credit Provider (if any) to the Trustee under a Credit Facility (if any) or by the Confirming Bank (if any) under the Confirming Letter of Credit (if any). While the Bonds bear interest at a Bank Rate, each of the Company and ITT Holdings LLC agrees to pay (or cause to pay) the Purchase Price on the Bonds when due pursuant to Sections 4.01 and 4.02 Article VI of the Indenture. It is understood and agreed that all payments payable by or on behalf of the Company under subsection (a) of this Section 4.02 are assigned by the Issuer to the Trustee for the benefit of the Owners of the Bonds. Each of the Company and ITT Holdings LLC assents to such assignment. The Issuer hereby directs the Company and ITT Holdings LLC and the Company and ITT Holdings LLC hereby agree, to pay to the Trustee at the Principal Office of the Trustee all payments payable by or on behalf of the Company and/or ITT Holdings LLC pursuant to this subsection. (b) Each of the Company and ITT Holdings LLC agrees that it will The Corporation shall also pay, as and when the same become due: (i1) All of To the Issuer’s Trustee, its reasonable actual out-of-pocket fees for services rendered and for expenses and costs of issuance in connection with the Bonds and an annual administrative payment payable directly to the Issuer on June 1 of each year in an annual amount equal to 1/10th of 1% of the principal amount of all Bonds Outstanding on January 2 of each year. The administrative payments shall be used for purposes of paying administrative and related costs of the Issuer, but shall not include Trustee fees reasonably incurred by it as Trustee under the IssuerIndenture, as Bond Registrar and the Issuer agrees that it will notify the Company in writing prior to March 20th of each calendar year hereafter if it shall not waive such administrative payments for such year and, if these fees are not waived, such written notice shall advise the Company of the amount that is to be paid (not to exceed 1/10 of 1% per annum) the date on which the payment is due, and where such payment is to be remitted. In the event the Company should fail to pay such administrative expenses then due, the payment shall continue as an obligation of the Company until the amount shall have been fully paid, and the company agrees to pay the same with interest thereon (to the extent legally enforceable) at a rate per annum equal to the interest rate in effect from time to time paying agent on the Bonds, until paid; and (ii) and as the Dissemination Agent under the Continuing Disclosure Agreement, including the reasonable fees and disbursements of its counsel and the reasonable fees and expenses of such accountantsany other paying agents, consultantsall as provided in the Indenture, attorneys and all other experts as may be engaged by amounts that the IssuerCorporation herein assumes or agrees to pay, the Administrative Agent including any cost or the Trustee expense necessary to prepare such audits, financial statements or opinions or provide such other services as are reasonably required under this Agreement, cancel and discharge the Indenture or the Tax Regulatory Agreement; and (iii) all taxes and assessments of any type or character charged to the Issuer, the Administrative Agent or to the Trustee affecting the amount available to the Issuer, the Administrative Agent or the Trustee from payments to be received hereunder or in any way arising due to the transactions contemplated hereby (including taxes and assessments assessed or levied by any public agency or governmental authority of whatever character having power to levy taxes or assessments) but excluding any taxes based upon the capital and/or income Payment of the Trustee, the Administrative Agent or any other person other than the Company; provided, however, that the Company shall have the right to protest any such taxes or assessments assessed or levied upon them and that the Company shall have the right to withhold payment of any such taxes or assessments pending disposition of any such protest or contest unless such withholding, protest or contest would materially adversely affect the rights or interests of the Issuer, the Administrative Agent or the Trustee. The forgoing payments shall be billed to the Company and/or ITT Holdings LLC by the Issuer, the Administrative Agent or the Trustee from time to time, together with (x) a statement executed by a duly authorized officer or agent of the Issuer, the Administrative Agent or the Trustee, as the case may be, certifying that the amount billed has been incurred or paid by the Issuer, the Administrative Agent or the Trustee for one or more of the above items, and (y) a copy of the invoice or statement for the amount so incurred or paid. Amounts so billed shall be paid by the Company and ITT Holdings LLC within thirty (30) days after receipt of the b▇▇▇ by the Company or ITT Holdings LLC unless, in the case of expenditures described under clause (iii) above, the Company or ITT Holdings LLC is contesting such amounts in good faithBonds. (c2) The Company To or on behalf of the Authority, (i) all reasonable and ITT Holdings LLC will also pay the reasonable fees necessary costs and expenses of the Trustee under Authority related to the Indenture Lebanon Project or the Bonds and (ii) all other amounts which may be payable the Corporation agrees to pay under the terms of this Agreement; provided, that the aggregate of all such amounts paid to the Trustee under Section 10.02 of Authority shall not equal or exceed an amount which would cause the Indenture"yield" on the Note, this Loan Agreement or any other "acquired purpose obligation" to be "materially higher" than the "yield" on the Bonds, as such amounts to terms are used in the Code. Such fees and expenses shall be paid directly to the Trustee Authority for the Trustee’s its own account as and when such amounts fees and expenses become due and payable. When the Authority incurs expenses or renders services after the occurrence of an Event of Default specified in Sections 6.1(d) or 6.1(e), the expenses and the compensation for the services are intended to constitute expenses of administration under any federal or state bankruptcy, insolvency, arrangement, moratorium, reorganization or other debtor relief law. (d3) Each of Amounts described in Section 4.6. (4) All other amounts that the Company and ITT Holdings LLC covenants, for the benefit of the Owners of the Bonds, Corporation agrees to pay or cause to be paid, to under the Trustee, such amounts as shall be necessary to enable the Trustee to pay the Purchase Price of Bonds delivered to it for purchase, all as more particularly described in Sections 4.01 and 4.02 terms of the Indenture; provided, howeverthe Bond Purchase Agreement and this Loan Agreement, that including the obligation of the Company and ITT Holdings LLC to make any such payment under this Section 4.02(d) shall be reduced by the amount of moneys available for such payment amounts described in Section 4.03(a) the definition of the Indenture; and provided, further, that the obligation of the Company and ITT Holdings LLC to make any payment under this subsection (d) shall be deemed to be satisfied and discharged to the extent of the corresponding payment made by a Credit Provider (if any) under a Credit Facility (if any) or by the Confirming Bank (if any) under the Confirming Letter of Credit (if any). (e) The Company shall promptly notify the Owners and any Prior Owners of any "Determination of Taxability. Each of the Company and ITT Holdings LLC covenants, for the benefit of the Owners of the Bonds, to pay or cause to be paid to the Trustee when due any other amounts payable under the Bonds, including, but not limited to the following while the Bonds bear interest at a Bank Rate: (i) In the event of a Determination of Taxability (as defined " in the Indenture), and upon demand of the Owner or any prior Owner, the Company and ITT Holdings LLC shall pay or cause to be paid to the Trustee such additional amount as shall be necessary to provide that interest on the Bonds shall have been payable at the Taxable Adjusted LIBOR Rate (as defined in the Indenture) from the Date of Taxability (as defined in the Indenture). The Company shall promptly notify the Owners and any Prior Owners of any Determination of Taxability. (ii) Upon a Determination of Non De Minimis Exception Status (as defined in the Indenture), and upon demand of the Owner or any prior Owner, the Company shall pay or cause to be paid to the Trustee such additional amounts as shall be necessary to provide that interest on the Bonds shall have been payable at the Adjusted Non De Minimis Exception Status (as defined in the Indenture). (iii) Upon a Determination of Taxability or a Determination of Non de Minimis Exception Status, the Company and ITT Holdings LLC shall also pay or cause to be paid to the Trustee upon demand of such Owner or prior Owner any taxes, interest, penalties or other charges assessed against or payable by such Owner or prior Owner and attributable to such Determination of Taxability or a determination of Non De Minimis Exception Status and all reasonable administrative, out of pocket and other expenses incurred by such Owner or prior Owner which are attributable to such event, including, without limitation, the costs incurred by such Owner or prior Owner to amend any of its tax returns, notwithstanding the repayment of the entire principal amount of the Bonds or any transfer or assignment of the Bonds. (iv) If there is any Change in Law (as defined in the Revolving Credit Agreement) that increases the cost to the Bank holding the Bonds, then the Company and ITT Holdings LLC shall pay or cause to be paid to the Trustee such additional costs incurred or reduction suffered in accordance with Section 4.11 of the Revolving Credit Agreement, which section is incorporated herein by reference.

Amounts Payable. (a) The Company hereby covenants and agrees Subject to repay the loanlimitation of Section 4.4, the County shall pay to the Authority or its assignee the Basic Payments specified in Exhibit A, as follows: such Exhibit A may be amended from time to time to reflect the issuance of Additional Bonds under the Trust Indenture, on or before the due dates set forth in Exhibit A. The Basic Payments shall be payable without notice or demand at the designated corporate trust office of the Trustee in , Virginia. The County shall receive a credit against its obligation to make the next succeeding Basic Payment due under this Financing Agreement in an amount equal to any Interest Payment Date for amounts on deposit in the Bond Fund and any interest income derived from the investment thereof held by the Trustee in the Bonds or Fund, provided that such amounts have not been applied previously as a credit with respect to any other date that any payment of interest, premium, if any, or principal or Purchase Price is required Basic Payment and will be available to be made in respect of make the Bonds pursuant to the Indenture, until the principal of, premium, if any, and interest corresponding payments on the Bonds shall have been fully paid or provision for the payment thereof shall have been made in accordance with the Indenture, in immediately available funds, a sum which, together with any other moneys available for such payment in any account of the Bond Fund, will enable the Trustee to pay the amount payable on such date as Purchase Price or principal of (whether at maturity or upon redemption or acceleration or otherwise), premium, if any, and interest on the Bonds as provided in the Indenture; provided, however, that the obligation of the Company to make any payment hereunder shall be deemed satisfied and discharged to the extent of the corresponding payment made by a Credit Provider (if any) to the Trustee under a Credit Facility (if any) or by the Confirming Bank (if any) under the Confirming Letter of Credit (if any). While the Bonds bear interest at a Bank Rate, each of the Company and ITT Holdings LLC agrees to pay (or cause to pay) the Purchase Price on the Bonds when due pursuant to Sections 4.01 and 4.02 of the Indenture. It is understood and agreed that all payments payable by or on behalf of the Company under subsection (a) of this Section 4.02 are assigned by the Issuer to the Trustee for the benefit of the Owners of the Bonds. Each of the Company and ITT Holdings LLC assents to such assignment. The Issuer hereby directs the Company and ITT Holdings LLC and the Company and ITT Holdings LLC hereby agree, to pay to the Trustee at the Principal Office of the Trustee all payments payable by or on behalf of the Company and/or ITT Holdings LLC pursuant to this subsectionthen Outstanding. (b) Each of the Company and ITT Holdings LLC agrees that it will also pay: (i) All of the Issuer’s reasonable actual out-of-pocket expenses and costs of issuance in connection with the Bonds and an annual administrative payment payable directly Subject to the Issuer on June 1 limitation of each year Section 4.4, in an annual amount equal to 1/10th of 1% of the principal amount of all Bonds Outstanding on January 2 of each year. The administrative payments shall be used for purposes of paying administrative and related costs of the Issuer, but shall not include Trustee fees incurred by the Issuer, and the Issuer agrees that it will notify the Company in writing prior to March 20th of each calendar year hereafter if it shall not waive such administrative payments for such year and, if these fees are not waived, such written notice shall advise the Company of the amount that is to be paid (not to exceed 1/10 of 1% per annum) the date on which the payment is due, and where such payment is to be remitted. In the event the Company should fail to pay such administrative expenses then dueof a deficiency in any Series Debt Service Reserve Account, the payment shall continue as an obligation of the Company until the amount shall have been fully paid, and the company County agrees to pay the same with interest thereon (to the extent legally enforceable) at a rate per annum equal to the interest rate in effect from time to time on the Bonds, until paid; and (ii) the reasonable fees and expenses of such accountants, consultants, attorneys and other experts as may be engaged by the Issuer, the Administrative Agent or the Trustee to prepare such audits, financial statements or opinions or provide such other services as are reasonably required under this Agreement, the Indenture or the Tax Regulatory Agreement; and (iii) all taxes and assessments of any type or character charged to the Issuer, the Administrative Agent or make Additional Payments to the Trustee affecting not later than 45 days before the next succeeding interest payment date set forth in Exhibit A in the amount available to the Issuer, the Administrative Agent or the Trustee from payments to be received hereunder or in any way arising due to the transactions contemplated hereby (including taxes and assessments assessed or levied by any public agency or governmental authority of whatever character having power to levy taxes or assessments) but excluding any taxes based upon the capital and/or income of the Trustee, the Administrative Agent or any other person other than the Company; provided, however, that the Company shall have the right to protest any such taxes or assessments assessed or levied upon them and that the Company shall have the right to withhold payment of any such taxes or assessments pending disposition of any such protest or contest unless such withholding, protest or contest would materially adversely affect the rights or interests of the Issuer, the Administrative Agent or the Trustee. The forgoing payments shall be billed to the Company and/or ITT Holdings LLC by the Issuer, the Administrative Agent or the Trustee from time to time, together with (x) a statement executed by a duly authorized officer or agent of the Issuer, the Administrative Agent or the Trustee, as the case may be, certifying that the amount billed has been incurred or paid by the Issuer, the Administrative Agent or the Trustee for one or more of the above items, and (y) a copy of the invoice or statement for the amount so incurred or paid. Amounts so billed shall be paid by the Company and ITT Holdings LLC within thirty (30) days after receipt of the b▇▇▇ by the Company or ITT Holdings LLC unless, in the case of expenditures described under clause (iii) above, the Company or ITT Holdings LLC is contesting such amounts in good faithdeficiency. (c) The Company and ITT Holdings LLC will Subject to the limitation of Section 4.4, the County shall also pay the reasonable fees and expenses of the Trustee under the Indenture and all other amounts which may be payable to the Trustee under Section 10.02 of the Indenturewhen due any Additional Payment, such amounts to be paid directly to the Trustee for including without limitation, the Trustee’s own account fees, charges and expenses pursuant to Section 1102 of the Trust Indenture for its services as and when such amounts become due and payabletrustee thereunder. (d) Each Upon the issuance of Additional Bonds pursuant to Section 401 of the Company and ITT Holdings LLC covenantsTrust Indenture, Exhibit A will be amended to provide for the benefit of the Owners of the Bonds, additional Basic Payments sufficient to pay or cause to be paid, to the Trustee, such amounts as shall be necessary to enable the Trustee to pay the Purchase Price principal of Bonds delivered to it for purchase, all as more particularly described in Sections 4.01 and 4.02 of the Indenture; provided, however, that the obligation of the Company and ITT Holdings LLC to make any such payment under this Section 4.02(d) shall be reduced by the amount of moneys available for such payment described in Section 4.03(a) of the Indenture; and provided, further, that the obligation of the Company and ITT Holdings LLC to make any payment under this subsection (d) shall be deemed to be satisfied and discharged to the extent of the corresponding payment made by a Credit Provider (if any) under a Credit Facility (if any) or by the Confirming Bank (if any) under the Confirming Letter of Credit (if any). (e) The Company shall promptly notify the Owners and any Prior Owners of any Determination of Taxability. Each of the Company and ITT Holdings LLC covenants, for the benefit of the Owners of the Bonds, to pay or cause to be paid to the Trustee when due any other amounts payable under the Bonds, including, but not limited to the following while the Bonds bear interest at a Bank Rate: (i) In the event of a Determination of Taxability (as defined in the Indenture), and upon demand of the Owner or any prior Owner, the Company and ITT Holdings LLC shall pay or cause to be paid to the Trustee such additional amount as shall be necessary to provide that interest on the Bonds shall have been payable at the Taxable Adjusted LIBOR Rate (as defined in the Indenture) from the Date of Taxability (as defined in the Indenture). The Company shall promptly notify the Owners and any Prior Owners of any Determination of Taxability. (ii) Upon a Determination of Non De Minimis Exception Status (as defined in the Indenture), and upon demand of the Owner or any prior Owner, the Company shall pay or cause to be paid to the Trustee such additional amounts as shall be necessary to provide that interest on the Bonds shall have been payable at the Adjusted Non De Minimis Exception Status (as defined in the Indenture). (iii) Upon a Determination of Taxability or a Determination of Non de Minimis Exception Status, the Company and ITT Holdings LLC shall also pay or cause to be paid to the Trustee upon demand of such Owner or prior Owner any taxes, interest, penalties or other charges assessed against or payable by such Owner or prior Owner and attributable to such Determination of Taxability or a determination of Non De Minimis Exception Status and all reasonable administrative, out of pocket and other expenses incurred by such Owner or prior Owner which are attributable to such event, including, without limitation, the costs incurred by such Owner or prior Owner to amend any of its tax returns, notwithstanding the repayment of the entire principal amount of the Bonds or any transfer or assignment of the Additional Bonds. (iv) If there is any Change in Law (as defined in the Revolving Credit Agreement) that increases the cost to the Bank holding the Bonds, then the Company and ITT Holdings LLC shall pay or cause to be paid to the Trustee such additional costs incurred or reduction suffered in accordance with Section 4.11 of the Revolving Credit Agreement, which section is incorporated herein by reference.

Amounts Payable. (a) The Company hereby covenants and agrees to repay pay to the loanTrustee, as follows: assignee of the Issuer, in funds which will be immediately available on or before any Interest Payment Date for the Bonds or any other date that any day payment of interestis due, from time to time as the amount owed hereunder, including interest thereon (which interest obligation shall equal the interest and premium, if any, on the Bonds), amounts which, and at or principal or Purchase Price is required before times which, shall correspond (i) to be made the payments in respect of the Bonds pursuant to the Indenture, until the principal of, of and premium, if any, and interest on the Bonds whenever and in whatever manner the same shall have been fully paid or provision for the payment thereof shall have been made in accordance with the Indenture, in immediately available funds, a sum which, together with any other moneys available for such payment in any account of the Bond Fund, will enable the Trustee to pay the amount payable on such date as Purchase Price or principal of (become due whether at maturity or stated maturity, upon redemption or acceleration or otherwise), premium, if any, and interest on the Bonds as provided in the Indenture; provided, however, that the obligation of the Company to make any payment hereunder shall be deemed satisfied and discharged to the extent of the corresponding payment made by a Credit Provider (if any) to the Trustee under a Credit Facility (if any) or by the Confirming Bank (if any) under the Confirming Letter of Credit (if any). While the Bonds bear interest at a Bank Rate, each of the Company and ITT Holdings LLC agrees to pay (or cause to pay) the Purchase Price on the Bonds when due pursuant to Sections 4.01 and 4.02 of the Indenture. It is understood and agreed that all payments payable by or on behalf of the Company under subsection (a) of this Section 4.02 are assigned by the Issuer to the Trustee for the benefit of the Owners of the Bonds. Each of the Company and ITT Holdings LLC assents to such assignment. The Issuer hereby directs the Company and ITT Holdings LLC and the Company and ITT Holdings LLC hereby agree, to pay to the Trustee at the Principal Office of the Trustee all payments payable by or on behalf of the Company and/or ITT Holdings LLC pursuant to this subsection. (b) Each of the Company and ITT Holdings LLC agrees that it will also pay: (i) All of the Issuer’s reasonable actual out-of-pocket expenses and costs of issuance in connection with the Bonds and an annual administrative payment payable directly to the Issuer on June 1 of each year in an annual amount equal to 1/10th of 1% of the principal amount of all Bonds Outstanding on January 2 of each year. The administrative payments shall be used for purposes of paying administrative and related costs of the Issuer, but shall not include Trustee fees incurred by the Issuer, and the Issuer agrees that it will notify the Company in writing prior to March 20th of each calendar year hereafter if it shall not waive such administrative payments for such year and, if these fees are not waived, such written notice shall advise the Company of the amount that is to be paid (not to exceed 1/10 of 1% per annum) the date on which the payment is due, and where such payment is to be remitted. In the event the Company should fail to pay such administrative expenses then due, the payment shall continue as an obligation of the Company until the amount shall have been fully paid, and the company agrees to pay the same with interest thereon (to the extent legally enforceable) at a rate per annum equal to the interest rate in effect from time to time on the Bonds, until paid; and (ii) the reasonable fees and expenses purchase price of such accountants, consultants, attorneys and other experts as may be engaged by the Issuer, the Administrative Agent Bonds required or the Trustee to prepare such audits, financial statements or opinions or provide such other services as are reasonably required under this Agreement, the Indenture or the Tax Regulatory Agreement; and (iii) all taxes and assessments of any type or character charged to the Issuer, the Administrative Agent or to the Trustee affecting the amount available to the Issuer, the Administrative Agent or the Trustee from payments permitted to be received hereunder or in purchased under the Indenture. If (i) at the date any way arising due to payment on the transactions contemplated hereby (including taxes and assessments assessed or levied Bonds is due, available moneys are held by any public agency or governmental authority of whatever character having power to levy taxes or assessments) but excluding any taxes based upon the capital and/or income of the Trustee, the Administrative Agent or any other person other than the Company; provided, however, that the Company shall have the right to protest any such taxes or assessments assessed or levied upon them and that the Company shall have the right to withhold payment of any such taxes or assessments pending disposition of any such protest or contest unless such withholding, protest or contest would materially adversely affect the rights or interests of the Issuer, the Administrative Agent or the Trustee. The forgoing payments shall be billed to the Company and/or ITT Holdings LLC by the Issuer, the Administrative Agent or the Trustee from time to time, together with (x) a statement executed by a duly authorized officer or agent of the Issuer, the Administrative Agent or the Trustee, as the case may be, certifying that the amount billed has been incurred or paid by the Issuer, the Administrative Agent or the Trustee for one or more of the above items, and (y) a copy of the invoice or statement for the amount so incurred or paid. Amounts so billed shall be paid by the Company and ITT Holdings LLC within thirty (30) days after receipt of the b▇▇▇ by the Company or ITT Holdings LLC unless, in the case of expenditures described under clause (iii) above, the Company or ITT Holdings LLC is contesting such amounts in good faith. (c) The Company and ITT Holdings LLC will also pay the reasonable fees and expenses of the Trustee under the Indenture which are not being held for the payment of Bonds due and all other amounts payable but which may have not been presented for payment, or (ii) on any date on which Bonds are to be payable purchased pursuant to the Trustee under Section 10.02 4.02 of the Indenture, there are any available moneys held for the payment of the purchase price which are not being held for the purchase of Bonds which have not been presented for purchase pursuant to Section 6 of the form of Bonds, then, in each case, such amounts moneys shall be credited against the payment then due hereunder, first in respect of interest on the amount then due and owing hereunder and then, to the extent of remaining moneys, in respect of pri▇▇▇▇▇▇ ▇▇ the amount then due and owing hereunder. The Company will also pay: (i) the fees, charges and reasonable expenses of the Trustee, any paying agents and the Remarketing Agent under the Indenture, such fees, charges, and reasonable expenses to be paid directly to the Trustee Trustee, paying agents and Remarketing Agent for the Trustee’s own account their respective accounts as and when such amounts fees, charges and reasonable expenses become due and payable. , (dii) Each any expenses and costs incurred or to be incurred by virtue of the Company and ITT Holdings LLC covenants, for the benefit of the Owners issuance of the Bonds, to (iii) any expenses in connection with any redemption of the Bonds, and (iv) any expenses in connection with the redemption of the Series G Bonds. The Company also agrees that, on or before the date of redemption of the Series G Bonds, it will pay or cause to be paid, to the TrusteeSeries G Trustee for deposit into the Bond Fund held by the Series G Trustee in connection with the Series G Bonds, an amount of funds which, when added to the proceeds of the Bonds (other than proceeds, if any, representing accrued interest), plus any investment earnings thereon, and any other funds available for such amounts as shall purpose, will be necessary sufficient to enable permit the Series G Trustee to pay the Purchase Price of Bonds delivered to it for purchaseprincipal of, all as more particularly described in Sections 4.01 premium and 4.02 of the Indenture; provided, however, that the obligation of the Company and ITT Holdings LLC to make any such payment under this Section 4.02(d) shall be reduced by the amount of moneys available for such payment described in Section 4.03(a) of the Indenture; and provided, further, that the obligation of the Company and ITT Holdings LLC to make any payment under this subsection (d) shall be deemed to be satisfied and discharged to the extent of the corresponding payment made by a Credit Provider (if any) under a Credit Facility (if any) or by the Confirming Bank (if any) under the Confirming Letter of Credit (if any). (e) The Company shall promptly notify the Owners and any Prior Owners of any Determination of Taxability. Each of the Company and ITT Holdings LLC covenants, for the benefit of the Owners of the Bonds, to pay or cause to be paid to the Trustee when due any other amounts payable under the Bonds, including, but not limited to the following while the Bonds bear interest at a Bank Rate: (i) In the event of a Determination of Taxability (as defined in the Indenture), and upon demand of the Owner or any prior Owner, the Company and ITT Holdings LLC shall pay or cause to be paid to the Trustee such additional amount as shall be necessary to provide that accrued interest on the Series G Bonds shall have been payable at the Taxable Adjusted LIBOR Rate (as defined in the Indenture) from the Date of Taxability (as defined in the Indenture). The Company shall promptly notify the Owners and any Prior Owners of any Determination of Taxability. (ii) Upon a Determination of Non De Minimis Exception Status (as defined in the Indenture)upon their redemption, and upon demand of the Owner or any prior Owner, the Company shall pay or cause to be paid to the Trustee such additional amounts as which shall be necessary to provide that interest on the Bonds shall have been payable at the Adjusted Non De Minimis Exception Status (as defined in the Indenture)or before February 11, 1997. (iii) Upon a Determination of Taxability or a Determination of Non de Minimis Exception Status, the Company and ITT Holdings LLC shall also pay or cause to be paid to the Trustee upon demand of such Owner or prior Owner any taxes, interest, penalties or other charges assessed against or payable by such Owner or prior Owner and attributable to such Determination of Taxability or a determination of Non De Minimis Exception Status and all reasonable administrative, out of pocket and other expenses incurred by such Owner or prior Owner which are attributable to such event, including, without limitation, the costs incurred by such Owner or prior Owner to amend any of its tax returns, notwithstanding the repayment of the entire principal amount of the Bonds or any transfer or assignment of the Bonds. (iv) If there is any Change in Law (as defined in the Revolving Credit Agreement) that increases the cost to the Bank holding the Bonds, then the Company and ITT Holdings LLC shall pay or cause to be paid to the Trustee such additional costs incurred or reduction suffered in accordance with Section 4.11 of the Revolving Credit Agreement, which section is incorporated herein by reference.

Amounts Payable. (a) The Company hereby covenants and agrees to repay the loan, as follows: on or before any Interest Payment Date for the Bonds or any other date that any payment of interest, premium, if any, or principal or Purchase Price is required to be made in respect of the Bonds pursuant to the Indenture, until the principal of, premium, if any, and interest on the Bonds shall have been fully paid or provision for the payment thereof shall have been made in accordance with the Indenture, in immediately available funds, a sum which, together with any other moneys available for such payment in any account of the Bond Fund, will enable the Trustee to pay the amount payable on such date as Purchase Price or principal of (whether at maturity or upon redemption or acceleration or otherwise), premium, if any, and interest on the Bonds as provided in the Indenture; provided, however, that the obligation of the Company to make any payment hereunder shall be deemed satisfied and discharged to the extent of the corresponding payment made by a Credit Provider (if any) to the Trustee under a Credit Facility (if any) or by the Confirming Bank (if any) under the Confirming Letter of Credit (if any). While the Bonds bear interest at a Bank Rate, each of the Company and ITT Holdings LLC agrees to pay (or cause to pay) the Purchase Price on the Bonds when due pursuant to Sections Section 4.01 and 4.02 of the Indenture. It is understood and agreed that all payments payable by or on behalf of the Company under subsection (a) of this Section 4.02 are assigned by the Issuer to the Trustee for the benefit of the Owners of the Bonds. Each of the The Company and ITT Holdings LLC assents to such assignment. The Issuer hereby directs the Company and ITT Holdings LLC and the Company and ITT Holdings LLC hereby agree, agrees to pay to the Trustee at the Principal Office of the Trustee all payments payable by or on behalf of the Company and/or ITT Holdings LLC pursuant to this subsection. (b) Each of the The Company and ITT Holdings LLC agrees that it will also pay: (i) All the reasonable fees and expenses of the Issuer’s reasonable actual out-of-pocket expenses and costs Issuer related to the issuance of the Bonds, including, without limitation, the acceptance fee of the Issuer in the amount of $50,000 payable on the date of issuance in connection with of the Bonds (provided, such amount may be paid out of bond proceeds) and an annual administrative payment payable directly to the Issuer on June 1 of each year in an annual amount equal to 1/10th of 1% of the principal amount of all Bonds Outstanding on January 2 of each year. The administrative payments shall be used for purposes of paying administrative and related costs of the Issuer, but shall not include Trustee fees incurred by the Issuer, and the Issuer agrees that it will notify the Company in writing prior to March 20th of each calendar year hereafter if it shall not waive such administrative payments for such year and, if these fees are not waived, such written notice shall advise the Company of the amount that is to be paid (not to exceed 1/10 of 1% per annum) the date on which the payment is due, and where such payment is to be remitted. In the event the Company should fail to pay such administrative expenses then due, the payment shall continue as an obligation of the Company until the amount shall have been fully paid, and the company agrees to pay the same with interest thereon (to the extent legally enforceable) at a rate per annum equal to the interest rate in effect from time to time on the Bonds, until paidyear; and (ii) the reasonable fees and expenses of such accountants, consultants, attorneys and other experts as may be engaged by the Issuer, the Administrative Agent or the Trustee to prepare such audits, financial statements or opinions or provide such other services as are reasonably required under this Agreement, the Indenture or the Tax Regulatory Agreement; and (iii) all taxes and assessments of any type or character charged to the Issuer, the Administrative Agent or to the Trustee affecting the amount available to the Issuer, the Administrative Agent or the Trustee from payments to be received hereunder or in any way arising due to the transactions contemplated hereby (including taxes and assessments assessed or levied by any public agency or governmental authority of whatever character having power to levy taxes or assessments) but excluding any taxes based upon the capital and/or income of the Trustee, the Administrative Agent or any other person other than the Company; provided, however, that the Company shall have the right to protest any such taxes or assessments assessed or levied upon them and that the Company shall have the right to withhold payment of any such taxes or assessments pending disposition of any such protest or contest unless such withholding, protest or contest would materially adversely affect the rights or interests of the Issuer, the Administrative Agent or the Trustee. The forgoing payments shall be billed to the Company and/or ITT Holdings LLC by the Issuer, the Administrative Agent or the Trustee from time to time, together with (x) a statement executed by a duly authorized officer or agent of the Issuer, the Administrative Agent or the Trustee, as the case may be, certifying that the amount billed has been incurred or paid by the Issuer, the Administrative Agent or the Trustee for one or more of the above items, and (y) a copy of the invoice or statement for the amount so incurred or paid. Amounts so billed shall be paid by the Company and ITT Holdings LLC within thirty (30) days after receipt of the b▇▇▇ bill by the Company or ITT Holdings LLC unless, in the case of expenditures described under clause (iii) above, the Company or ITT Holdings LLC is contesting such amounts in good faith. (c) The Company and ITT Holdings LLC will also pay the reasonable fees and expenses of the Trustee under the Indenture and all other amounts which may be payable to the Trustee under Section 10.02 of the Indenture, such amounts to be paid directly to the Trustee for the Trustee’s own account as and when such amounts become due and payable. (d) Each of the The Company and ITT Holdings LLC covenants, for the benefit of the Owners of the Bonds, to pay or cause to be paid, to the Trustee, such amounts as shall be necessary to enable the Trustee to pay the Purchase Price of Bonds delivered to it for purchase, all as more particularly described in Sections 4.01 and 4.02 of the Indenture; provided, however, that the obligation of the Company and ITT Holdings LLC to make any such payment under this Section 4.02(d) shall be reduced by the amount of moneys available for such payment described in Section 4.03(a4.03 (a) of the Indenture; and provided, further, that the obligation of the Company and ITT Holdings LLC to make any payment under this subsection (d) shall be deemed to be satisfied and discharged to the extent of the corresponding payment made by a Credit Provider (if any) under a Credit Facility (if any) or by the Confirming Bank (if any) under the Confirming Letter of Credit (if any). (e) The Company shall promptly notify the Owners and any Prior Owners of any Determination of Taxability. Each of the Company and ITT Holdings LLC covenants, for the benefit of the Owners of the Bonds, to pay or cause to be paid to the Trustee when due any other amounts payable under the Bonds, including, but not limited to the following while the Bonds bear interest at a Bank Rate: (i) In the event of a Determination of Taxability (as defined in the IndentureBonds), and upon demand of the Owner or any prior Owner, the Company and ITT Holdings LLC shall pay or cause to be paid to the Trustee such additional amount as shall be necessary to provide that interest on the Bonds shall have been payable at the Taxable Adjusted LIBOR Rate (as defined in the IndentureBonds) from the Date of Taxability (as defined in the IndentureBonds). The Company shall promptly notify the Owners and any Prior Owners of any Determination of Taxability. (ii) Upon a Determination of Non Non-De Minimis Exception Status (as defined in the IndentureBonds), and upon demand of the Owner or any prior Owner, the Company shall pay or cause to be paid to the Trustee such additional amounts amount as shall be necessary to provide that interest on the Bonds shall have been payable at the Adjusted Non Non-De Minimis LIBOR Rate (as defined in the Bonds) from the Date of Non-De Minimis Exception Status (as defined in the IndentureBonds). (iii) Upon a Determination of Taxability or a Determination of Non de Non-De Minimis Exception Status, the Company and ITT Holdings LLC shall also pay or cause to be paid to the Trustee upon demand of such Owner or prior Owner any taxes, interest, penalties or other charges assessed against or payable by such Owner or prior Owner and attributable to such Determination of Taxability or a determination Determination of Non Non-De Minimis Exception Status and all reasonable administrative, out of pocket and other expenses incurred by such Owner or prior Owner which are attributable to such event, including, without limitation, the costs incurred by such Owner or prior Owner to amend any of its tax returns, notwithstanding the repayment of the entire principal amount of the Bonds or any transfer or assignment of the Bonds. (iv) If there So long as any portion of the principal amount of the Bonds or interest thereon remains unpaid, if (i) any law, rule, regulation or executive order is or has been enacted or promulgated by any Change in Law (as defined in public body or governmental agency which changes the Revolving Credit Agreement) that increases the cost basis of taxation of payments to the Bank holding any Owner or prior Owner of principal or interest payable pursuant to the Bonds, then but excluding changes in the rates of tax applicable to the overall net income of any Owner or prior Owner, or (ii) as a result of action by any public body or governmental agency or the occurrence of a Determination of Non-De Minimis Exception Status, any payment is required to be made by, or any federal, state or local income tax deduction is denied to, any Owner or prior Owner of the Bonds by reason of the ownership of, borrowing money to invest in, or receiving principal of or interest on the Bonds, the Company and ITT Holdings LLC shall agrees to pay or cause to be paid to the Trustee such additional costs incurred amounts as are necessary to reimburse and indemnify on demand therefor, each such Owner and prior Owner against, any loss, cost, charge or reduction suffered expense with respect to any such change, payment or loss of deduction. (v) The Company agrees to pay the Owners a late fee on any payments past due for fifteen (15) or more days in accordance with Section 4.11 an amount equal to four percent (4%) of the Revolving Credit Agreementamount of payment past due. When any payment is past due for fifteen (15) or more days, which section subsequent payments shall first be applied to past due balances. This provision for late charges shall not be deemed to extend the time for payment or be a “grace period” or “cure period” that gives the Company a right to cure such default. Imposition of late charges is incorporated herein not contingent upon the giving of any notice or lapse of any cure period. (vi) The Company will pay or cause to be paid to the Trustee on demand all amounts required under the Bonds to be paid during any contest of a Determination of Taxability. (vii) The obligations of the Company contained in this subparagraph (e) shall survive the termination of this Agreement and the payment in full of the Bonds. (f) In the event the Company should fail to make any of the payments required in this Section 4.02, the item or installment so in default shall continue as an obligation of the Company until the amount in default shall have been fully paid, and the Company agrees to pay the same with interest thereon, to the extent permitted by referencelaw, from the date when such payment was due, at the rate of interest equal to the Default Rate.

Amounts Payable. (a) The Company hereby covenants and agrees to repay the loan, as follows: on or before any Interest Payment Date for the Bonds or any other date that any payment of interest, premium, if any, or principal or Purchase Price is required to be made in respect of the Bonds pursuant to the Indenture, loan until the principal of, of and premium, if any, and interest on the Bonds shall have been fully paid or provision for the payment thereof shall have been made in accordance with the Indenture, in immediately available funds, a sum which, together with . On any other moneys available for such payment in any account of date on which the Bond Fund, will enable the Trustee to pay the amount payable on such date as Purchase Price or of, principal of (whether at maturity or upon redemption or acceleration or otherwise), or premium or interest on, the Bonds is due, the Company shall pay in immediately available funds an amount which, together with other moneys available therefor in the Bond Fund and Purchase Fund, will enable Trustee to pay the amount payable on such date as Purchase Price, principal, premium, if any, and interest on the Bonds as provided in the Indenture; provided, however, that the obligation of the Company to make any payment hereunder shall be deemed satisfied and discharged to the extent of the corresponding payment made by a Credit Provider (if any) to the Trustee under a Credit Facility (if any) or by the Confirming Bank (if any) under the Confirming Letter of Credit (if any). While the Bonds bear interest at a Bank Rate, each of the Company and ITT Holdings LLC agrees to pay (or cause to pay) the Purchase Price on the Bonds when due pursuant to Sections 4.01 and 4.02 of the Indenture. It is understood and agreed that all payments payable by or on behalf of the Company under subsection (a) of this Section 4.02 4.2(a) by Company are assigned by the Issuer to the Trustee for the benefit of the Owners of the Bonds. Each of the Company and ITT Holdings LLC assents to such assignment. The Issuer hereby directs the Company and ITT Holdings LLC and the Company and ITT Holdings LLC hereby agree, agrees to pay to the Trustee at the Principal Office of the Trustee Trustee's principal corporate trust office all payments payable by or on behalf of the Company and/or ITT Holdings LLC pursuant to this subsectionSection 4.2(a). (b) Each of So long as any Bonds remain Outstanding under the Indenture, Company and ITT Holdings LLC agrees that it will also pay: (i) All of the Issuer’s reasonable actual out-of-pocket pay all fees and expenses and costs of issuance in connection with the Bonds and an annual administrative payment payable directly to the Issuer on June 1 of each year in an annual amount equal to 1/10th of 1% of the principal amount of all Bonds Outstanding on January 2 of each year. The administrative payments shall be used for purposes of paying administrative and related costs of the Issuer, but shall not include Trustee fees incurred by the Issuerincluding reasonable attorneys' fees, and the Issuer agrees that it will notify the Company in writing prior related to March 20th of each calendar year hereafter if it shall not waive such administrative payments for such year and, if these fees are not waived, such written notice shall advise the Company of the amount that is to be paid (not to exceed 1/10 of 1% per annum) the date on which the payment is due, and where such payment is to be remitted. In the event the Company should fail to pay such administrative expenses then due, the payment shall continue as an obligation of the Company until the amount shall have been fully paid, and the company agrees to pay the same with interest thereon (to the extent legally enforceable) at a rate per annum equal to the interest rate in effect from time to time on the Bonds, until paid; and (ii) the reasonable fees and expenses of such accountantsProject, consultants, attorneys and other experts as may be engaged by the Issuer, the Administrative Agent this Agreement or the Trustee to prepare such audits, financial statements or opinions or provide such other services as are reasonably required under this Agreement, the Indenture or the Tax Regulatory Agreement; and (iii) all taxes and assessments of any type or character charged to the Issuer, the Administrative Agent or to the Trustee affecting the amount available to the Issuer, the Administrative Agent or the Trustee from payments to be received hereunder or in any way arising due to the transactions contemplated hereby (including taxes and assessments assessed or levied by any public agency or governmental authority of whatever character having power to levy taxes or assessments) but excluding any taxes based upon the capital and/or income of the Trustee, the Administrative Agent or any other person other than the Company; provided, however, that the Company shall have the right to protest any such taxes or assessments assessed or levied upon them and that the Company shall have the right to withhold payment of any such taxes or assessments pending disposition of any such protest or contest unless such withholding, protest or contest would materially adversely affect the rights or interests of the Issuer, the Administrative Agent or the TrusteeIndenture. The forgoing payments shall be billed to the Company and/or ITT Holdings LLC by the Issuer, the Administrative Agent or the Trustee from time to time, together with (x) a statement executed by a duly authorized officer or agent of the Issuer, the Administrative Agent or the Trustee, as the case may be, certifying that the amount billed has been incurred or paid by the Issuer, the Administrative Agent or the Trustee for one or more of the above items, and (y) a copy of the invoice or statement for the amount so incurred or paid. Amounts so billed Issuer shall be paid directly by the Company and ITT Holdings LLC within thirty (30) days after receipt of the b▇▇▇ by the Company or ITT Holdings LLC unless, in the case of expenditures described under clause (iii) above, the Company or ITT Holdings LLC is contesting such amounts in good faithCompany. (c) The Company and ITT Holdings LLC will also pay the reasonable fees and expenses of the Trustee under the Indenture and all other amounts which may be payable to the Trustee under Section 10.02 of the Indenture, such amounts reasonable fees and expenses to be paid directly to the Trustee for the Trustee’s 's own account as and when such amounts reasonable fees and expenses become due and payable. (d) Each of the Company and ITT Holdings LLC covenants, for the benefit of the Owners of the Bonds, to pay or cause to be paid, to the Trustee, such amounts as shall be necessary to enable the Trustee to pay the Purchase Price of Bonds delivered to it for purchase, all as more particularly described in Sections 4.01 and 4.02 of the Indenture; provided, however, that the obligation of the Company and ITT Holdings LLC to make any such payment under this Section 4.02(d) shall be reduced by the amount of moneys available for such payment described in Section 4.03(a) of the Indenture; and provided, further, that the obligation of the Company and ITT Holdings LLC to make any payment under this subsection (d) shall be deemed to be satisfied and discharged to the extent of the corresponding payment made by a Credit Provider (if any) under a Credit Facility (if any) or by the Confirming Bank (if any) under the Confirming Letter of Credit (if any). (e) The Company shall promptly notify the Owners and any Prior Owners of reasonable expenses in connection with any Determination of Taxability. Each of the Company and ITT Holdings LLC covenants, for the benefit of the Owners of the Bonds, to pay or cause to be paid to the Trustee when due any other amounts payable under the Bonds, including, but not limited to the following while the Bonds bear interest at a Bank Rate: (i) In the event of a Determination of Taxability (as defined in the Indenture), and upon demand of the Owner or any prior Owner, the Company and ITT Holdings LLC shall pay or cause to be paid to the Trustee such additional amount as shall be necessary to provide that interest on the Bonds shall have been payable at the Taxable Adjusted LIBOR Rate (as defined in the Indenture) from the Date of Taxability (as defined in the Indenture). The Company shall promptly notify the Owners and any Prior Owners of any Determination of Taxability. (ii) Upon a Determination of Non De Minimis Exception Status (as defined in the Indenture), and upon demand of the Owner or any prior Owner, the Company shall pay or cause to be paid to the Trustee such additional amounts as shall be necessary to provide that interest on the Bonds shall have been payable at the Adjusted Non De Minimis Exception Status (as defined in the Indenture). (iii) Upon a Determination of Taxability or a Determination of Non de Minimis Exception Status, the Company and ITT Holdings LLC shall also pay or cause to be paid to the Trustee upon demand of such Owner or prior Owner any taxes, interest, penalties or other charges assessed against or payable by such Owner or prior Owner and attributable to such Determination of Taxability or a determination of Non De Minimis Exception Status and all reasonable administrative, out of pocket and other expenses incurred by such Owner or prior Owner which are attributable to such event, including, without limitation, the costs incurred by such Owner or prior Owner to amend any of its tax returns, notwithstanding the repayment of the entire principal amount of the Bonds or any transfer or assignment redemption of the Bonds. (ivd) If there is In the event Company should fail to make any Change of the payments required in Law this Section 4.2, the item or installment so in Default shall continue as an obligation of Company until the amount in Default shall have been fully paid, and Company agrees to pay the same with interest thereon, to the extent permitted by law, from the date thereof at the highest rate per annum payable on the Bonds. (as defined e) Any drawings made under the Letter of Credit will be used to make the payments required by Section 4.2(a) above for principal of and interest on and the Purchase Price of the Bonds and the Company will receive credit against the payment obligations in Section 4.2(a) in the Revolving Credit Agreement) that increases the cost to the Bank holding the Bonds, then the Company and ITT Holdings LLC shall pay or cause to be paid to the Trustee such additional costs incurred or reduction suffered in accordance with Section 4.11 amount of the Revolving Credit Agreement, which section is incorporated herein by referencedrawings.

Amounts Payable. (a) The Company hereby covenants and agrees to Borrower shall repay the loan, Loan in installments payable to the Trustee as follows: on or before any Interest Payment Date for : (i) the Bonds or any other date that any payment of interest, premium, if any, or principal or Purchase Price is required to be made in respect of the Bonds pursuant to the Indenture, until the principal of, premium, if any, and interest Loan shall be repaid annually on the Bonds shall have been fully paid or provision for the payment thereof shall have been made Principal Payment Dates, in accordance with the Indentureschedule set forth in Exhibit A-2 attached hereto and made a part hereof, as the same may be amended or modified by any credits applicable to the Borrower as set forth in the Bond Resolution; (ii) the Interest Portion described in clause (i) of the definition thereof shall be paid semiannually on the Interest Payment Dates, in immediately available fundsaccordance with the schedule set forth in Exhibit A-2 attached hereto and made a part hereof, a sum which, together with as the same may be amended or modified by any other moneys available for such payment credits applicable to the Borrower as set forth in any account the Bond Resolution; and (iii) the Interest Portion described in clause (ii) of the definition thereof shall be paid upon the date of optional redemption or acceleration, as the case may be, of the Trust Bonds allocable to any prepaid or accelerated Trust Bond FundLoan Repayment. The obligations of the Borrower under the Borrower Bond shall be deemed to be amounts payable under this Section 3.03. Each Loan Repayment, will enable whether satisfied through a direct payment by the Borrower to the Trustee or (with respect to the Interest Portion) through the use of Trust Bond proceeds and income thereon on deposit in the Interest Account (as defined in the Bond Resolution) to pay the amount payable on such date as Purchase Price or principal of (whether at maturity or upon redemption or acceleration or otherwise), premium, if any, and interest on the Bonds as provided Trust Bonds, shall be deemed to be a credit against the corresponding obligation of the Borrower under this Section 3.03 and shall fulfill the Borrower's obligation to pay such amount hereunder and under the Borrower Bond. Each payment made to the Trustee pursuant to this Section 3.03 shall be applied first to the Interest Portion then due and payable, second to the principal of the Loan then due and payable, third to the payment of the Administrative Fee, and finally to the payment of any late charges hereunder. Table of Contents (b) The Interest on the Loan described in clause (iii) of the Indenturedefinition thereof shall (i) consist of a late charge for any Trust Bond Loan Repayment that is received by the Trustee later than the tenth (10th) day following its due date and (ii) be payable immediately thereafter in an amount equal to the greater of twelve percent (12%) per annum or the Prime Rate plus one half of one percent per annum on such late payment from its due date to the date it is actually paid; provided, however, that the obligation rate of the Company to make any payment hereunder shall be deemed satisfied and discharged to the extent of the corresponding payment made by a Credit Provider (if any) to the Trustee under a Credit Facility (if any) or by the Confirming Bank (if any) under the Confirming Letter of Credit (if any). While the Bonds bear interest at a Bank Rate, each of the Company and ITT Holdings LLC agrees to pay (or cause to pay) the Purchase Price Interest on the Bonds when due pursuant to Sections 4.01 and 4.02 of the Indenture. It is understood and agreed that all payments payable by or on behalf of the Company under subsection (a) of this Section 4.02 are assigned by the Issuer to the Trustee for the benefit of the Owners of the Bonds. Each of the Company and ITT Holdings LLC assents to such assignment. The Issuer hereby directs the Company and ITT Holdings LLC and the Company and ITT Holdings LLC hereby agreeLoan, to pay to the Trustee at the Principal Office of the Trustee all payments payable by or on behalf of the Company and/or ITT Holdings LLC pursuant to this subsection. (b) Each of the Company and ITT Holdings LLC agrees that it will also pay: (i) All of the Issuer’s reasonable actual out-of-pocket expenses and costs of issuance in connection with the Bonds and an annual administrative including, without limitation, any late payment payable directly to the Issuer on June 1 of each year in an annual amount equal to 1/10th of 1% of the principal amount of all Bonds Outstanding on January 2 of each year. The administrative payments shall be used for purposes of paying administrative and related costs of the Issuercharges incurred hereunder, but shall not include Trustee fees incurred by exceed the Issuer, and the Issuer agrees that it will notify the Company in writing prior to March 20th of each calendar year hereafter if it shall not waive such administrative payments for such year and, if these fees are not waived, such written notice shall advise the Company of the amount that is to be paid (not to exceed 1/10 of 1% per annum) the date on which the payment is due, and where such payment is to be remitted. In the event the Company should fail to pay such administrative expenses then due, the payment shall continue as an obligation of the Company until the amount shall have been fully paid, and the company agrees to pay the same with interest thereon (to the extent legally enforceable) at a rate per annum equal to the maximum interest rate in effect from time to time on the Bonds, until paid; and (ii) the reasonable fees and expenses of such accountants, consultants, attorneys and other experts as may be engaged permitted by the Issuer, the Administrative Agent or the Trustee to prepare such audits, financial statements or opinions or provide such other services as are reasonably required under this Agreement, the Indenture or the Tax Regulatory Agreement; and (iii) all taxes and assessments of any type or character charged to the Issuer, the Administrative Agent or to the Trustee affecting the amount available to the Issuer, the Administrative Agent or the Trustee from payments to be received hereunder or in any way arising due to the transactions contemplated hereby (including taxes and assessments assessed or levied by any public agency or governmental authority of whatever character having power to levy taxes or assessments) but excluding any taxes based upon the capital and/or income of the Trustee, the Administrative Agent or any other person other than the Company; provided, however, that the Company shall have the right to protest any such taxes or assessments assessed or levied upon them and that the Company shall have the right to withhold payment of any such taxes or assessments pending disposition of any such protest or contest unless such withholding, protest or contest would materially adversely affect the rights or interests of the Issuer, the Administrative Agent or the Trustee. The forgoing payments shall be billed to the Company and/or ITT Holdings LLC by the Issuer, the Administrative Agent or the Trustee from time to time, together with (x) a statement executed by a duly authorized officer or agent of the Issuer, the Administrative Agent or the Trustee, as the case may be, certifying that the amount billed has been incurred or paid by the Issuer, the Administrative Agent or the Trustee for one or more of the above items, and (y) a copy of the invoice or statement for the amount so incurred or paid. Amounts so billed shall be paid by the Company and ITT Holdings LLC within thirty (30) days after receipt of the b▇▇▇ by the Company or ITT Holdings LLC unless, in the case of expenditures described under clause (iii) above, the Company or ITT Holdings LLC is contesting such amounts in good faithlaw. (c) The Company and ITT Holdings LLC will also pay the reasonable fees and expenses Borrower shall receive, as a credit against its semiannual payment obligations of the Trustee Interest Portion, the amounts certified by the Trust pursuant to Section 5.10 of the Bond Resolution. Such amounts shall represent the Borrower's allocable share of the interest earnings on certain funds and accounts established under the Indenture and all other amounts which may be payable to the Trustee under Bond Resolution, calculated in accordance with Section 10.02 5.10 of the Indenture, such amounts to be paid directly to the Trustee for the Trustee’s own account as and when such amounts become due and payableBond Resolution. (d) Each In accordance with the provisions of the Company and ITT Holdings LLC covenantsBond Resolution, for the benefit Borrower shall receive, as a credit against its Trust Bond Loan Repayments, the amounts set forth in the certificate of the Owners of the Bonds, to pay or cause to be paid, to the Trustee, such amounts as shall be necessary to enable Trust filed with the Trustee pursuant to pay the Purchase Price of Bonds delivered to it for purchase, all as more particularly described in Sections 4.01 and 4.02 of the Indenture; provided, however, that the obligation of the Company and ITT Holdings LLC to make any such payment under this Section 4.02(d) shall be reduced by the amount of moneys available for such payment described in Section 4.03(a5.02(4) of the Indenture; and provided, further, that the obligation of the Company and ITT Holdings LLC to make any payment under this subsection (d) shall be deemed to be satisfied and discharged to the extent of the corresponding payment made by a Credit Provider (if any) under a Credit Facility (if any) or by the Confirming Bank (if any) under the Confirming Letter of Credit (if any)Bond Resolution. (e) The Company shall promptly notify Interest on the Owners and any Prior Owners of any Determination of Taxability. Each Loan described in clause (ii) of the Company and ITT Holdings LLC covenants, for definition thereof shall be paid by the benefit Borrower in the amount of one-half of the Owners of the BondsAdministrative Fee, to pay or cause to be paid if any, to the Trustee when due any other amounts payable under on each Interest Payment Date, commencing with the Bonds, including, but not limited first Interest Payment Date subsequent to the following while the Bonds bear interest at a Bank Rate: (i) In the event of a Determination of Taxability (as defined in the Indenture), and upon demand of the Owner or any prior Owner, the Company and ITT Holdings LLC shall pay or cause to be paid to the Trustee such additional amount as shall be necessary to provide that interest on the Bonds shall have been payable at the Taxable Adjusted LIBOR Rate (as defined in the Indenture) from the Date of Taxability (as defined in the Indenture). The Company shall promptly notify the Owners and any Prior Owners of any Determination of TaxabilityLoan Closing. (iif) Upon The Borrower hereby agrees to pay to the Trust at the Loan Closing a Determination of Non De Minimis Exception Status (as defined “Security Review Fee” in the Indenture), and upon demand of the Owner or any prior Owner, the Company shall pay or cause to be paid to the Trustee such additional amounts as shall be amount necessary to provide that interest on reimburse the Bonds shall have been payable at the Adjusted Non De Minimis Exception Status (as defined in the Indenture). (iii) Upon a Determination Trust for all of Taxability or a Determination of Non de Minimis Exception Status, the Company its costs and ITT Holdings LLC shall also pay or cause to be paid to the Trustee upon demand of such Owner or prior Owner any taxes, interest, penalties or other charges assessed against or payable by such Owner or prior Owner and attributable to such Determination of Taxability or a determination of Non De Minimis Exception Status and all reasonable administrative, out of pocket and other expenses incurred in connection with reviewing the additional security securing the Trust Loan as set forth in Exhibit F hereto, if any, including without limitation the fees and expenses of any professional advisers hired by such Owner or prior Owner which are attributable to such event, including, without limitation, the costs incurred by such Owner or prior Owner to amend any of its tax returns, notwithstanding the repayment of the entire principal amount of the Bonds or any transfer or assignment of the BondsTrust in connection therewith. (iv) If there is any Change in Law (as defined in the Revolving Credit Agreement) that increases the cost to the Bank holding the Bonds, then the Company and ITT Holdings LLC shall pay or cause to be paid to the Trustee such additional costs incurred or reduction suffered in accordance with Section 4.11 of the Revolving Credit Agreement, which section is incorporated herein by reference.

Amounts Payable. (a) The Company hereby covenants and agrees to repay pay to the loanTrustee, as follows: assignee of the Issuer, in funds which will be immediately available on or before any Interest Payment Date for the Bonds or any other date that any day payment of interestis due, from time to time as the amount owed hereunder, including interest thereon (which interest obligation shall equal the interest and premium, if any, on the Bonds), amounts which, and at or principal or Purchase Price is required before times which, shall correspond (i) to be made the payments in respect of the Bonds pursuant to the Indenture, until the principal of, of and premium, if any, and interest on the Bonds whenever and in whatever manner the same shall have been fully paid or provision for the payment thereof shall have been made in accordance with the Indenture, in immediately available funds, a sum which, together with any other moneys available for such payment in any account of the Bond Fund, will enable the Trustee to pay the amount payable on such date as Purchase Price or principal of (become due whether at maturity or stated maturity, upon redemption or acceleration or otherwise), premium, if any, and (ii) the purchase price of the Bonds required or permitted to be purchased under the Indenture. If (i) at the date any payment on the Bonds is due, available moneys are held by the Trustee under the Indenture which are not being held for the payment of Bonds due and payable but which have not been presented for payment, or (ii) on any date on which Bonds are to be purchased pursuant to Section 4.02 of the Indenture, there are any available moneys held for the payment of the purchase price which are not being held for the purchase of Bonds which have not been presented for purchase pursuant to Section 6 of the form of Bonds, then, in each case, such moneys shall be credited against the payment then due hereunder, first in respect of interest on the Bonds as provided in the Indenture; providedamount then due and owing hereunder and then, however, that the obligation of the Company to make any payment hereunder shall be deemed satisfied and discharged to the extent of remaining moneys, in respect of pr▇▇▇▇▇▇▇ ▇n the corresponding payment made by a Credit Provider (if any) to the Trustee under a Credit Facility (if any) or by the Confirming Bank (if any) under the Confirming Letter of Credit (if any). While the Bonds bear interest at a Bank Rate, each of the Company amount then due and ITT Holdings LLC agrees to pay (or cause to pay) the Purchase Price on the Bonds when due pursuant to Sections 4.01 and 4.02 of the Indenture. It is understood and agreed that all payments payable by or on behalf of the Company under subsection (a) of this Section 4.02 are assigned by the Issuer to the Trustee for the benefit of the Owners of the Bonds. Each of the Company and ITT Holdings LLC assents to such assignmentowing hereunder. The Issuer hereby directs the Company and ITT Holdings LLC and the Company and ITT Holdings LLC hereby agree, to pay to the Trustee at the Principal Office of the Trustee all payments payable by or on behalf of the Company and/or ITT Holdings LLC pursuant to this subsection. (b) Each of the Company and ITT Holdings LLC agrees that it will also pay: : (i) All of the Issuer’s fees, charges and reasonable actual out-of-pocket expenses and costs of issuance in connection with the Bonds and an annual administrative payment payable directly to the Issuer on June 1 of each year in an annual amount equal to 1/10th of 1% of the principal amount of all Bonds Outstanding on January 2 of each year. The administrative payments shall be used for purposes of paying administrative and related costs of the Issuer, but shall not include Trustee fees incurred by the Issuer, and the Issuer agrees that it will notify the Company in writing prior to March 20th of each calendar year hereafter if it shall not waive such administrative payments for such year and, if these fees are not waived, such written notice shall advise the Company of the amount that is to be paid (not to exceed 1/10 of 1% per annum) the date on which the payment is due, and where such payment is to be remitted. In the event the Company should fail to pay such administrative expenses then due, the payment shall continue as an obligation of the Company until the amount shall have been fully paid, and the company agrees to pay the same with interest thereon (to the extent legally enforceable) at a rate per annum equal to the interest rate in effect from time to time on the Bonds, until paid; and (ii) the reasonable fees and expenses of such accountants, consultants, attorneys and other experts as may be engaged by the Issuer, the Administrative Agent or the Trustee to prepare such audits, financial statements or opinions or provide such other services as are reasonably required under this Agreement, the Indenture or the Tax Regulatory Agreement; and (iii) all taxes and assessments of any type or character charged to the Issuer, the Administrative Agent or to the Trustee affecting the amount available to the Issuer, the Administrative Agent or the Trustee from payments to be received hereunder or in any way arising due to the transactions contemplated hereby (including taxes and assessments assessed or levied by any public agency or governmental authority of whatever character having power to levy taxes or assessments) but excluding any taxes based upon the capital and/or income of the Trustee, the Administrative paying agent and the Remarketing Agent or any other person other than the Company; provided, however, that the Company shall have the right to protest any such taxes or assessments assessed or levied upon them and that the Company shall have the right to withhold payment of any such taxes or assessments pending disposition of any such protest or contest unless such withholding, protest or contest would materially adversely affect the rights or interests of the Issuer, the Administrative Agent or the Trustee. The forgoing payments shall be billed to the Company and/or ITT Holdings LLC by the Issuer, the Administrative Agent or the Trustee from time to time, together with (x) a statement executed by a duly authorized officer or agent of the Issuer, the Administrative Agent or the Trustee, as the case may be, certifying that the amount billed has been incurred or paid by the Issuer, the Administrative Agent or the Trustee for one or more of the above items, and (y) a copy of the invoice or statement for the amount so incurred or paid. Amounts so billed shall be paid by the Company and ITT Holdings LLC within thirty (30) days after receipt of the b▇▇▇ by the Company or ITT Holdings LLC unless, in the case of expenditures described under clause (iii) above, the Company or ITT Holdings LLC is contesting such amounts in good faith. (c) The Company and ITT Holdings LLC will also pay the reasonable fees and expenses of the Trustee under the Indenture and all other amounts which may be payable to the Trustee under Section 10.02 of the Indenture, such amounts fees, charges, and reasonable expenses to be paid directly to the Trustee Trustee, the paying agent and the Remarketing Agent for the Trustee’s own account their respective accounts as and when such amounts fees, charges and reasonable expenses become due and payable. , (dii) Each any expenses and costs incurred or to be incurred by virtue of the Company and ITT Holdings LLC covenants, for the benefit of the Owners issuance of the Bonds, to (iii) any expenses in connection with any redemption of the Bonds, and (iv) any expenses in connection with the redemption of the Series 1994 Bonds. The Company also agrees that, on or before the date of redemption of the Series 1994 Bonds, it will pay or cause to be paid, to the TrusteeSeries 1994 Trustee for deposit into the Bond Fund held by the Series 1994 Trustee in connection with the Series 1994 Bonds, an amount of funds which, when added to the proceeds of the Bonds, the Series 1999-B Bonds and the Series 1999-C Bonds (other than proceeds, if any, representing accrued interest), plus any investment earnings thereon, and any other funds available for such amounts as shall purpose, will be necessary sufficient to enable permit the Series 1994 Trustee to pay the Purchase Price of Bonds delivered to it for purchaseprincipal of, all as more particularly described in Sections 4.01 premium and 4.02 of the Indenture; provided, however, that the obligation of the Company and ITT Holdings LLC to make any such payment under this Section 4.02(d) shall be reduced by the amount of moneys available for such payment described in Section 4.03(a) of the Indenture; and provided, further, that the obligation of the Company and ITT Holdings LLC to make any payment under this subsection (d) shall be deemed to be satisfied and discharged to the extent of the corresponding payment made by a Credit Provider (if any) under a Credit Facility (if any) or by the Confirming Bank (if any) under the Confirming Letter of Credit (if any). (e) The Company shall promptly notify the Owners and any Prior Owners of any Determination of Taxability. Each of the Company and ITT Holdings LLC covenants, for the benefit of the Owners of the Bonds, to pay or cause to be paid to the Trustee when due any other amounts payable under the Bonds, including, but not limited to the following while the Bonds bear interest at a Bank Rate: (i) In the event of a Determination of Taxability (as defined in the Indenture), and upon demand of the Owner or any prior Owner, the Company and ITT Holdings LLC shall pay or cause to be paid to the Trustee such additional amount as shall be necessary to provide that accrued interest on the Series 1994 Bonds upon their redemption, which shall have been payable at occur no later than 90 days after the Taxable Adjusted LIBOR Rate (as defined in the Indenture) from the Date date of Taxability (as defined in the Indenture). The Company shall promptly notify the Owners and any Prior Owners of any Determination of Taxability. (ii) Upon a Determination of Non De Minimis Exception Status (as defined in the Indenture), and upon demand of the Owner or any prior Owner, the Company shall pay or cause to be paid to the Trustee such additional amounts as shall be necessary to provide that interest on the Bonds shall have been payable at the Adjusted Non De Minimis Exception Status (as defined in the Indenture). (iii) Upon a Determination of Taxability or a Determination of Non de Minimis Exception Status, the Company and ITT Holdings LLC shall also pay or cause to be paid to the Trustee upon demand of such Owner or prior Owner any taxes, interest, penalties or other charges assessed against or payable by such Owner or prior Owner and attributable to such Determination of Taxability or a determination of Non De Minimis Exception Status and all reasonable administrative, out of pocket and other expenses incurred by such Owner or prior Owner which are attributable to such event, including, without limitation, the costs incurred by such Owner or prior Owner to amend any of its tax returns, notwithstanding the repayment of the entire principal amount of the Bonds or any transfer or assignment issuance of the Bonds. (iv) If there is any Change in Law (as defined in the Revolving Credit Agreement) that increases the cost to the Bank holding the Bonds, then the Company and ITT Holdings LLC shall pay or cause to be paid to the Trustee such additional costs incurred or reduction suffered in accordance with Section 4.11 of the Revolving Credit Agreement, which section is incorporated herein by reference.

Amounts Payable. (a) The Company hereby covenants and agrees to repay pay to the loanTrustee, as follows: assignee of the Issuer, in funds which will be immediately available on or before any Interest Payment Date for the Bonds or any other date that any day payment of interestis due, from time to time as the amount owed hereunder, including interest thereon (which interest obligation shall equal the interest and premium, if any, on the Bonds), amounts which, and at or principal or Purchase Price is required before times which, shall correspond (i) to be made the payments in respect of the Bonds pursuant to the Indenture, until the principal of, of and premium, if any, and interest on the Bonds whenever and in whatever manner the same shall have been fully paid or provision for the payment thereof shall have been made in accordance with the Indenture, in immediately available funds, a sum which, together with any other moneys available for such payment in any account of the Bond Fund, will enable the Trustee to pay the amount payable on such date as Purchase Price or principal of (become due whether at maturity or stated maturity, upon redemption or acceleration or otherwise), premium, if any, and interest on the Bonds as provided in the Indenture; provided, however, that the obligation of the Company to make any payment hereunder shall be deemed satisfied and discharged to the extent of the corresponding payment made by a Credit Provider (if any) to the Trustee under a Credit Facility (if any) or by the Confirming Bank (if any) under the Confirming Letter of Credit (if any). While the Bonds bear interest at a Bank Rate, each of the Company and ITT Holdings LLC agrees to pay (or cause to pay) the Purchase Price on the Bonds when due pursuant to Sections 4.01 and 4.02 of the Indenture. It is understood and agreed that all payments payable by or on behalf of the Company under subsection (a) of this Section 4.02 are assigned by the Issuer to the Trustee for the benefit of the Owners of the Bonds. Each of the Company and ITT Holdings LLC assents to such assignment. The Issuer hereby directs the Company and ITT Holdings LLC and the Company and ITT Holdings LLC hereby agree, to pay to the Trustee at the Principal Office of the Trustee all payments payable by or on behalf of the Company and/or ITT Holdings LLC pursuant to this subsection. (b) Each of the Company and ITT Holdings LLC agrees that it will also pay: (i) All of the Issuer’s reasonable actual out-of-pocket expenses and costs of issuance in connection with the Bonds and an annual administrative payment payable directly to the Issuer on June 1 of each year in an annual amount equal to 1/10th of 1% of the principal amount of all Bonds Outstanding on January 2 of each year. The administrative payments shall be used for purposes of paying administrative and related costs of the Issuer, but shall not include Trustee fees incurred by the Issuer, and the Issuer agrees that it will notify the Company in writing prior to March 20th of each calendar year hereafter if it shall not waive such administrative payments for such year and, if these fees are not waived, such written notice shall advise the Company of the amount that is to be paid (not to exceed 1/10 of 1% per annum) the date on which the payment is due, and where such payment is to be remitted. In the event the Company should fail to pay such administrative expenses then due, the payment shall continue as an obligation of the Company until the amount shall have been fully paid, and the company agrees to pay the same with interest thereon (to the extent legally enforceable) at a rate per annum equal to the interest rate in effect from time to time on the Bonds, until paid; and (ii) the reasonable fees and expenses purchase price of such accountants, consultants, attorneys and other experts as may be engaged by the Issuer, the Administrative Agent Bonds required or the Trustee to prepare such audits, financial statements or opinions or provide such other services as are reasonably required under this Agreement, the Indenture or the Tax Regulatory Agreement; and (iii) all taxes and assessments of any type or character charged to the Issuer, the Administrative Agent or to the Trustee affecting the amount available to the Issuer, the Administrative Agent or the Trustee from payments permitted to be received hereunder or in purchased under the Indenture. If (i) at the date any way arising due to payment on the transactions contemplated hereby (including taxes and assessments assessed or levied Bonds is due, available moneys are held by any public agency or governmental authority of whatever character having power to levy taxes or assessments) but excluding any taxes based upon the capital and/or income of the Trustee, the Administrative Agent or any other person other than the Company; provided, however, that the Company shall have the right to protest any such taxes or assessments assessed or levied upon them and that the Company shall have the right to withhold payment of any such taxes or assessments pending disposition of any such protest or contest unless such withholding, protest or contest would materially adversely affect the rights or interests of the Issuer, the Administrative Agent or the Trustee. The forgoing payments shall be billed to the Company and/or ITT Holdings LLC by the Issuer, the Administrative Agent or the Trustee from time to time, together with (x) a statement executed by a duly authorized officer or agent of the Issuer, the Administrative Agent or the Trustee, as the case may be, certifying that the amount billed has been incurred or paid by the Issuer, the Administrative Agent or the Trustee for one or more of the above items, and (y) a copy of the invoice or statement for the amount so incurred or paid. Amounts so billed shall be paid by the Company and ITT Holdings LLC within thirty (30) days after receipt of the b▇▇▇ by the Company or ITT Holdings LLC unless, in the case of expenditures described under clause (iii) above, the Company or ITT Holdings LLC is contesting such amounts in good faith. (c) The Company and ITT Holdings LLC will also pay the reasonable fees and expenses of the Trustee under the Indenture which are not being held for the payment of Bonds due and all other amounts payable but which may have not been presented for payment, or (ii) on any date on which Bonds are to be payable purchased pursuant to the Trustee under Section 10.02 4.02 of the Indenture, there are any available moneys held for the payment of the purchase price which are not being held for the purchase of Bonds which have not been presented for purchase pursuant to Section 6 of the form of Bonds, then, in each case, such amounts moneys shall be credited against the payment then due hereunder, first in respect of interest on the amount then due and owing hereunder and then, to the extent of remaining moneys, in respect of ▇▇▇▇▇▇▇▇▇ on the amount then due and owing hereunder. The Company will also pay: (i) the fees, charges and reasonable expenses of the Trustee, any paying agents and the Remarketing Agent under the Indenture, such fees, charges, and reasonable expenses to be paid directly to the Trustee Trustee, paying agents and Remarketing Agent for the Trustee’s own account their respective accounts as and when such amounts fees, charges and reasonable expenses become due and payable. , (dii) Each any expenses and costs incurred or to be incurred by virtue of the Company and ITT Holdings LLC covenants, for the benefit of the Owners issuance of the Bonds, to pay or cause to be paid, to the Trustee, such amounts as shall be necessary to enable the Trustee to pay the Purchase Price of Bonds delivered to it for purchase, all as more particularly described (iii) any expenses in Sections 4.01 and 4.02 of the Indenture; provided, however, that the obligation of the Company and ITT Holdings LLC to make connection with any such payment under this Section 4.02(d) shall be reduced by the amount of moneys available for such payment described in Section 4.03(a) of the Indenture; and provided, further, that the obligation of the Company and ITT Holdings LLC to make any payment under this subsection (d) shall be deemed to be satisfied and discharged to the extent of the corresponding payment made by a Credit Provider (if any) under a Credit Facility (if any) or by the Confirming Bank (if any) under the Confirming Letter of Credit (if any). (e) The Company shall promptly notify the Owners and any Prior Owners of any Determination of Taxability. Each of the Company and ITT Holdings LLC covenants, for the benefit of the Owners redemption of the Bonds, to pay or cause to be paid to and (iv) any expenses in connection with the Trustee when due any other amounts payable under the Bonds, including, but not limited to the following while the Bonds bear interest at a Bank Rate: (i) In the event of a Determination of Taxability (as defined in the Indenture), and upon demand redemption of the Owner or any prior Owner, the Company and ITT Holdings LLC shall pay or cause to be paid to the Trustee such additional amount as shall be necessary to provide that interest on the Bonds shall have been payable at the Taxable Adjusted LIBOR Rate (as defined in the Indenture) from the Date of Taxability (as defined in the Indenture)Series E Bonds. The Company shall promptly notify also agrees that, on or before the Owners and any Prior Owners date of any Determination of Taxability. (ii) Upon a Determination of Non De Minimis Exception Status (as defined in the Indenture), and upon demand redemption of the Owner or any prior OwnerSeries E Bonds, the Company shall it will pay or cause to be paid to the Series E Trustee such additional amounts as shall be necessary to provide that interest on for deposit into the Bonds shall have been payable at Bond Fund held by the Adjusted Non De Minimis Exception Status (as defined Series E Trustee in connection with the Indenture). (iii) Upon a Determination Series E Bonds, an amount of Taxability or a Determination of Non de Minimis Exception Statusfunds which, the Company and ITT Holdings LLC shall also pay or cause to be paid when added to the Trustee upon demand of such Owner or prior Owner any taxes, interest, penalties or other charges assessed against or payable by such Owner or prior Owner and attributable to such Determination of Taxability or a determination of Non De Minimis Exception Status and all reasonable administrative, out of pocket and other expenses incurred by such Owner or prior Owner which are attributable to such event, including, without limitation, the costs incurred by such Owner or prior Owner to amend any of its tax returns, notwithstanding the repayment of the entire principal amount proceeds of the Bonds or any transfer or assignment (other than proceeds, if any, representing accrued interest), the proceeds of the Bonds. (iv) If there is any Change in Law (as defined in the Revolving Credit Agreement) that increases the cost to the Bank holding the Bonds, then the Company and ITT Holdings LLC shall pay or cause to be paid to the Trustee such additional costs incurred or reduction suffered in accordance with Section 4.11 of the Revolving Credit Agreement, which section is incorporated herein by reference.1995

Amounts Payable. (a) The Company hereby covenants and agrees to Borrower shall repay the loan, Loan in installments payable to the Trustee as follows: on or before any Interest Payment Date for : (i) the Bonds or any other date that any payment of interest, premium, if any, or principal or Purchase Price is required to be made in respect of the Bonds pursuant to the Indenture, until the principal of, premium, if any, and interest Loan shall be repaid annually on the Bonds shall have been fully paid or provision for the payment thereof shall have been made Principal Payment Dates, in accordance with the Indentureschedule set forth in Exhibit A-2 attached hereto and made a part hereof, as the same may be amended or modified by any credits applicable to the Borrower as set forth in the Bond Resolution; (ii) the Interest Portion described in clause (i) of the definition thereof shall be paid semiannually on the Interest Payment Dates, in immediately available fundsaccordance with the schedule set forth in Exhibit A-2 attached hereto and made a part hereof, a sum which, together with as the same may be amended or modified by any other moneys available for such payment credits applicable to the Borrower as set forth in any account the Bond Resolution; and (iii) the Interest Portion described in clause (ii) of the definition thereof shall be paid upon the date of optional redemption or acceleration, as the case may be, of the Trust Bonds allocable to any prepaid or accelerated Trust Bond FundLoan Repayment. The obligations of the Borrower under the Borrower Bond shall be deemed to be amounts payable under this Section 3.03. Each Loan Repayment, will enable whether satisfied through a direct payment by the Borrower to the Trustee or (with respect to the Interest Portion) through the use of Trust Bond proceeds and income thereon on deposit in the Interest Account (as defined in the Bond Resolution) to pay the amount payable on such date as Purchase Price or principal of (whether at maturity or upon redemption or acceleration or otherwise), premium, if any, and interest on the Bonds as provided Trust Bonds, shall be deemed to be a credit against the corresponding obligation of the Borrower under this Section 3.03 and shall fulfill the Borrower’s obligation to pay such amount hereunder and under the Borrower Bond. Each payment made to the Trustee pursuant to this Section 3.03 shall be applied first to the Interest Portion then due and payable, second to the principal of the Loan then due and payable, third to the payment of the Administrative Fee, and finally to the payment of any late charges hereunder. (b) The Interest on the Loan described in clause (iii) of the Indenturedefinition thereof shall (i) consist of a late charge for any Trust Bond Loan Repayment that is received by the Trustee later than the tenth (10th) day following its due date and (ii) be payable immediately thereafter in an amount equal to the greater of twelve percent (12%) per annum or the Prime Rate plus one half of one percent per annum on such late payment from its due date to the date it is actually paid; provided, however, that the obligation rate of the Company to make any payment hereunder shall be deemed satisfied and discharged to the extent of the corresponding payment made by a Credit Provider (if any) to the Trustee under a Credit Facility (if any) or by the Confirming Bank (if any) under the Confirming Letter of Credit (if any). While the Bonds bear interest at a Bank Rate, each of the Company and ITT Holdings LLC agrees to pay (or cause to pay) the Purchase Price Interest on the Bonds when due pursuant to Sections 4.01 and 4.02 of the Indenture. It is understood and agreed that all payments payable by or on behalf of the Company under subsection (a) of this Section 4.02 are assigned by the Issuer to the Trustee for the benefit of the Owners of the Bonds. Each of the Company and ITT Holdings LLC assents to such assignment. The Issuer hereby directs the Company and ITT Holdings LLC and the Company and ITT Holdings LLC hereby agreeLoan, to pay to the Trustee at the Principal Office of the Trustee all payments payable by or on behalf of the Company and/or ITT Holdings LLC pursuant to this subsection. (b) Each of the Company and ITT Holdings LLC agrees that it will also pay: (i) All of the Issuer’s reasonable actual out-of-pocket expenses and costs of issuance in connection with the Bonds and an annual administrative including, without limitation, any late payment payable directly to the Issuer on June 1 of each year in an annual amount equal to 1/10th of 1% of the principal amount of all Bonds Outstanding on January 2 of each year. The administrative payments shall be used for purposes of paying administrative and related costs of the Issuercharges incurred hereunder, but shall not include Trustee fees incurred by exceed the Issuer, and the Issuer agrees that it will notify the Company in writing prior to March 20th of each calendar year hereafter if it shall not waive such administrative payments for such year and, if these fees are not waived, such written notice shall advise the Company of the amount that is to be paid (not to exceed 1/10 of 1% per annum) the date on which the payment is due, and where such payment is to be remitted. In the event the Company should fail to pay such administrative expenses then due, the payment shall continue as an obligation of the Company until the amount shall have been fully paid, and the company agrees to pay the same with interest thereon (to the extent legally enforceable) at a rate per annum equal to the maximum interest rate in effect from time to time on the Bonds, until paid; and (ii) the reasonable fees and expenses of such accountants, consultants, attorneys and other experts as may be engaged permitted by the Issuer, the Administrative Agent or the Trustee to prepare such audits, financial statements or opinions or provide such other services as are reasonably required under this Agreement, the Indenture or the Tax Regulatory Agreement; and (iii) all taxes and assessments of any type or character charged to the Issuer, the Administrative Agent or to the Trustee affecting the amount available to the Issuer, the Administrative Agent or the Trustee from payments to be received hereunder or in any way arising due to the transactions contemplated hereby (including taxes and assessments assessed or levied by any public agency or governmental authority of whatever character having power to levy taxes or assessments) but excluding any taxes based upon the capital and/or income of the Trustee, the Administrative Agent or any other person other than the Company; provided, however, that the Company shall have the right to protest any such taxes or assessments assessed or levied upon them and that the Company shall have the right to withhold payment of any such taxes or assessments pending disposition of any such protest or contest unless such withholding, protest or contest would materially adversely affect the rights or interests of the Issuer, the Administrative Agent or the Trustee. The forgoing payments shall be billed to the Company and/or ITT Holdings LLC by the Issuer, the Administrative Agent or the Trustee from time to time, together with (x) a statement executed by a duly authorized officer or agent of the Issuer, the Administrative Agent or the Trustee, as the case may be, certifying that the amount billed has been incurred or paid by the Issuer, the Administrative Agent or the Trustee for one or more of the above items, and (y) a copy of the invoice or statement for the amount so incurred or paid. Amounts so billed shall be paid by the Company and ITT Holdings LLC within thirty (30) days after receipt of the b▇▇▇ by the Company or ITT Holdings LLC unless, in the case of expenditures described under clause (iii) above, the Company or ITT Holdings LLC is contesting such amounts in good faithlaw. (c) The Company and ITT Holdings LLC will also pay the reasonable fees and expenses Borrower shall receive, as a credit against its semiannual payment obligations of the Trustee Interest Portion, the amounts certified by the Trust pursuant to Section 5.10 of the Bond Resolution. Such amounts shall represent the Borrower’s allocable share of the interest earnings on certain funds and accounts established under the Indenture and all other amounts which may be payable to the Trustee under Bond Resolution, calculated in accordance with Section 10.02 5.10 of the Indenture, such amounts to be paid directly to the Trustee for the Trustee’s own account as and when such amounts become due and payableBond Resolution. (d) Each In accordance with the provisions of the Company and ITT Holdings LLC covenantsBond Resolution, for the benefit Borrower shall receive, as a credit against its Trust Bond Loan Repayments, the amounts set forth in the certificate of the Owners of the Bonds, to pay or cause to be paid, to the Trustee, such amounts as shall be necessary to enable Trust filed with the Trustee pursuant to pay the Purchase Price of Bonds delivered to it for purchase, all as more particularly described in Sections 4.01 and 4.02 of the Indenture; provided, however, that the obligation of the Company and ITT Holdings LLC to make any such payment under this Section 4.02(d) shall be reduced by the amount of moneys available for such payment described in Section 4.03(a5.02(4) of the Indenture; and provided, further, that the obligation of the Company and ITT Holdings LLC to make any payment under this subsection (d) shall be deemed to be satisfied and discharged to the extent of the corresponding payment made by a Credit Provider (if any) under a Credit Facility (if any) or by the Confirming Bank (if any) under the Confirming Letter of Credit (if any)Bond Resolution. (e) The Company shall promptly notify Interest on the Owners and any Prior Owners of any Determination of Taxability. Each Loan described in clause (ii) of the Company and ITT Holdings LLC covenants, for definition thereof shall be paid by the benefit Borrower in the amount of one-half of the Owners of the BondsAdministrative Fee, to pay or cause to be paid if any, to the Trustee when due any other amounts payable under the Bondssemiannually on each February 1 and August 1, includingcommencing August 1, but not limited to the following while the Bonds bear interest at a Bank Rate: (i) In the event of a Determination of Taxability (as defined in the Indenture), and upon demand of the Owner or any prior Owner, the Company and ITT Holdings LLC shall pay or cause to be paid to the Trustee such additional amount as shall be necessary to provide that interest on the Bonds shall have been payable at the Taxable Adjusted LIBOR Rate (as defined in the Indenture) from the Date of Taxability (as defined in the Indenture). The Company shall promptly notify the Owners and any Prior Owners of any Determination of Taxability2014. (iif) Upon The Borrower hereby agrees to pay to the Trust at the Loan Closing a Determination of Non De Minimis Exception Status (as defined “Security Review Fee” in the Indenture), and upon demand of the Owner or any prior Owner, the Company shall pay or cause to be paid to the Trustee such additional amounts as shall be amount necessary to provide that interest on reimburse the Bonds shall have been payable at Trust for all of its costs and expenses incurred in connection with reviewing the Adjusted Non De Minimis Exception Status (additional security securing the Trust Loan as defined set forth in Exhibit F hereto, if any, including without limitation the Indenture)fees and expenses of any professional advisers hired by the Trust in connection therewith. (iiig) Upon a Determination of Taxability or a Determination of Non de Minimis Exception Status, the Company and ITT Holdings LLC shall also pay or cause to be paid thirty (30) days prior written notice to the Trustee upon demand Borrower, an Authorized Officer of the Trust may, in the sole discretion of such Owner or prior Owner any taxesAuthorized Officer, interestprescribe the particular method by which payments pursuant to, penalties or other charges assessed against or payable and in satisfaction of, this Section 3.03 shall be made by such Owner or prior Owner and attributable to such Determination the Borrower. Such method as prescribed by an Authorized Officer of Taxability or a determination of Non De Minimis Exception Status and all reasonable administrative, out of pocket and other expenses incurred by such Owner or prior Owner which are attributable to such event, includingthe Trust may include, without limitation, the costs incurred automatic debit by such Owner the Trust or prior Owner to amend any of its tax returns, notwithstanding the repayment Trustee of the entire principal amount respective amounts of such payments, as required by this Section 3.03, from an account that shall be identified by the Borrower in writing and recorded on file with the Trust and the Trustee. In the absence of any such written notice to the Borrower by an Authorized Officer of the Bonds Trust pursuant to this subsection (g), the Borrower shall implement the payments required pursuant to, and in satisfaction of, this Section 3.03 either via electronic transfer of immediately available funds or any transfer or assignment of the Bondsvia check. (iv) If there is any Change in Law (as defined in the Revolving Credit Agreement) that increases the cost to the Bank holding the Bonds, then the Company and ITT Holdings LLC shall pay or cause to be paid to the Trustee such additional costs incurred or reduction suffered in accordance with Section 4.11 of the Revolving Credit Agreement, which section is incorporated herein by reference.

Amounts Payable. (a) The Company hereby covenants and agrees to repay the loan, as follows: on or before any Interest Payment Date for the Bonds or any other date that any payment of interest, premium, if any, or principal or Purchase Price is required to be made in respect of the Bonds pursuant to the Indenture, until the principal of, premium, if any, and interest on the Bonds shall have been fully paid or provision for the payment thereof shall have been made in accordance with the Indenture, in immediately available funds, a sum which, together with any other moneys available for such payment in any account of the Bond Fund, will enable the Trustee to pay the amount payable on such date as Purchase Price or principal of (whether at maturity or upon redemption or acceleration or otherwise), premium, if any, and interest on the Bonds as provided in the Indenture; provided, however, that the obligation of the Company to make any payment hereunder shall be deemed satisfied and discharged to the extent of the corresponding payment made by a Credit Provider (if any) to the Trustee under a Credit Facility (if any) or by the Confirming Bank (if any) under the Confirming Letter of Credit (if any). While the Bonds bear interest at a Bank Rate, each of the Company and ITT Holdings LLC agrees to pay (or cause to pay) the Purchase Price on the Bonds when due pursuant to Sections 4.01 and 4.02 of the Indenture. It is understood and agreed that all payments payable by or on behalf of the Company under subsection (a) of this Section 4.02 are assigned by the Issuer to the Trustee for the benefit of the Owners of the Bonds. Each of the Company and ITT Holdings LLC assents to such assignment. The Issuer hereby directs the Company and ITT Holdings LLC and the Company and ITT Holdings LLC hereby agree, to pay to the Trustee at the Principal Office of the Trustee all payments payable by or on behalf of the Company and/or ITT Holdings LLC pursuant to this subsection. (b) Each of the Company and ITT Holdings LLC agrees that it will also pay: (i) All of the Issuer’s reasonable actual out-of-pocket expenses and costs of issuance in connection with the Bonds and an annual administrative payment payable directly to the Issuer on June 1 of each year in an annual amount equal to 1/10th of 1% of the principal amount of all Bonds Outstanding on January 2 of each year. The administrative payments shall be used for purposes of paying administrative and related costs of the Issuer, but shall not include Trustee fees incurred by the Issuer, and the Issuer agrees that it will notify the Company in writing prior to March 20th of each calendar year hereafter if it shall not waive such administrative payments for such year and, if these fees are not waived, such written notice shall advise the Company of the amount that is to be paid (not to exceed 1/10 of 1% per annum) the date on which the payment is due, and where such payment is to be remitted. In the event the Company should fail to pay such administrative expenses then due, the payment shall continue as an obligation of the Company until the amount shall have been fully paid, and the company agrees to pay the same with interest thereon (to the extent legally enforceable) at a rate per annum equal to the interest rate in effect from time to time on the Bonds, until paid; and (ii) the reasonable fees and expenses of such accountants, consultants, attorneys and other experts as may be engaged by the Issuer, the Administrative Agent or the Trustee to prepare such audits, financial statements or opinions or provide such other services as are reasonably required under this Agreement, the Indenture or the Tax Regulatory Agreement; and (iii) all taxes and assessments of any type or character charged to the Issuer, the Administrative Agent or to the Trustee affecting the amount available to the Issuer, the Administrative Agent or the Trustee from payments to be received hereunder or in any way arising due to the transactions contemplated hereby (including taxes and assessments assessed or levied by any public agency or governmental authority of whatever character having power to levy taxes or assessments) but excluding any taxes based upon the capital and/or income of the Trustee, the Administrative Agent or any other person other than the Company; provided, however, that the Company shall have the right to protest any such taxes or assessments assessed or levied upon them and that the Company shall have the right to withhold payment of any such taxes or assessments pending disposition of any such protest or contest unless such withholding, protest or contest would materially adversely affect the rights or interests of the Issuer, the Administrative Agent or the Trustee. The forgoing payments shall be billed to the Company and/or ITT Holdings LLC by the Issuer, the Administrative Agent or the Trustee from time to time, together with (x) a statement executed by a duly authorized officer or agent of the Issuer, the Administrative Agent or the Trustee, as the case may be, certifying that the amount billed has been incurred or paid by the Issuer, the Administrative Agent or the Trustee for one or more of the above items, and (y) a copy of the invoice or statement for the amount so incurred or paid. Amounts so billed shall be paid by the Company and ITT Holdings LLC within thirty (30) days after receipt of the b▇▇▇ by the Company or ITT Holdings LLC unless, in the case of expenditures described under clause (iii) above, the Company or ITT Holdings LLC is contesting such amounts in good faith. (c) The Company and ITT Holdings LLC will also pay the reasonable fees and expenses of the Trustee under the Indenture and all other amounts which may be payable to the Trustee under Section 10.02 of the Indenture, such amounts to be paid directly to the Trustee for the Trustee’s own account as and when such amounts become due and payable. (d) Each of the Company and ITT Holdings LLC covenants, for the benefit of the Owners of the Bonds, to pay or cause to be paid, to the Trustee, such amounts as shall be necessary to enable the Trustee to pay the Purchase Price of Bonds delivered to it for purchase, all as more particularly described in Sections 4.01 and 4.02 of the Indenture; provided, however, that the obligation of the Company and ITT Holdings LLC to make any such payment under this Section 4.02(d) shall be reduced by the amount of moneys available for such payment described in Section 4.03(a) of the Indenture; and provided, further, that the obligation of the Company and ITT Holdings LLC to make any payment under this subsection (d) shall be deemed to be satisfied and discharged to the extent of the corresponding payment made by a Credit Provider (if any) under a Credit Facility (if any) or by the Confirming Bank (if any) under the Confirming Letter of Credit (if any). (e) The Company shall promptly notify the Owners and any Prior Owners of any Determination of Taxability. Each of the Company and ITT Holdings LLC covenants, for the benefit of the Owners of the Bonds, to pay or cause to be paid to the Trustee when due any other amounts payable under the Bonds, including, but not limited to the following while the Bonds bear interest at a Bank Rate: (i) In the event of a Determination of Taxability (as defined in the Indenture), and upon demand of the Owner or any prior Owner, the Company and ITT Holdings LLC shall pay or cause to be paid to the Trustee such additional amount as shall be necessary to provide that interest on the Bonds shall have been payable at the Taxable Adjusted LIBOR Rate (as defined in the Indenture) from the Date of Taxability (as defined in the Indenture). The Company shall promptly notify the Owners and any Prior Owners of any Determination of Taxability. (ii) Upon a Determination of Non De Minimis Exception Status (as defined in the Indenture), and upon demand of the Owner or any prior Owner, the Company shall pay or cause to be paid to the Trustee such additional amounts as shall be necessary to provide that interest on the Bonds shall have been payable at the Adjusted Non De Minimis Exception Status (as defined in the Indenture). (iii) Upon a Determination of Taxability or a Determination of Non de Minimis Exception Status, the Company and ITT Holdings LLC shall also pay or cause to be paid to the Trustee upon demand of such Owner or prior Owner any taxes, interest, penalties or other charges assessed against or payable by such Owner or prior Owner and attributable to such Determination of Taxability or a determination of Non De Minimis Exception Status and all reasonable administrative, out of pocket and other expenses incurred by such Owner or prior Owner which are attributable to such event, including, without limitation, the costs incurred by such Owner or prior Owner to amend any of its tax returns, notwithstanding the repayment of the entire principal amount of the Bonds or any transfer or assignment of the Bonds. (iv) If there is any Change in Law (as defined in the Revolving Credit Agreement) that increases the cost to the Bank holding the Bonds, then the Company and ITT Holdings LLC shall pay or cause to be paid to the Trustee such additional costs incurred or reduction suffered in accordance with Section 4.11 of the Revolving Credit Agreement, which section is incorporated herein by reference.

Amounts Payable. (a) The Company hereby covenants and agrees to Borrower shall repay the loan, Loan in installments payable to the Trustee as follows: on or before any Interest Payment Date for : (i) the Bonds or any other date that any payment of interest, premium, if any, or principal or Purchase Price is required to be made in respect of the Bonds pursuant to the Indenture, until the principal of, premium, if any, and interest Loan shall be repaid annually on the Bonds shall have been fully paid or provision for the payment thereof shall have been made Principal Payment Dates, in accordance with the Indentureschedule set forth in Exhibit A-2 attached hereto and made a part hereof, as the same may be amended or modified by any credits applicable to the Borrower as set forth in the Bond Resolution; (ii) the Interest Portion described in clause (i) of the definition thereof shall be paid semiannually on the Interest Payment Dates, in immediately available fundsaccordance with the schedule set forth in Exhibit A-2 attached hereto and made a part hereof, a sum which, together with as the same may be amended or modified by any other moneys available for such payment credits applicable to the Borrower as set forth in any account the Bond Resolution; and (iii) the Interest Portion described in clause (ii) of the definition thereof shall be paid upon the date of optional redemption or acceleration, as the case may be, of the Trust Bonds allocable to any prepaid or accelerated Trust Bond FundLoan Repayment. The obligations of the Borrower under the Borrower Bond shall be deemed to be amounts payable under this Section 3.03. Each Loan Repayment, will enable whether satisfied through a direct payment by the Borrower to the Trustee or (with respect to the Interest Portion) through the use of Trust Bond proceeds and income thereon on deposit in the Interest Account (as defined in the Bond Resolution) to pay the amount payable on such date as Purchase Price or principal of (whether at maturity or upon redemption or acceleration or otherwise), premium, if any, and interest on the Bonds as provided Trust Bonds, shall be deemed to be a credit against the corresponding obligation of the Borrower under this Section 3.03 and shall fulfill the Borrower’s obligation to pay such amount hereunder and under the Borrower Bond. Each payment made to the Trustee pursuant to this Section 3.03 shall be applied first to the Interest Portion then due and payable, second to the principal of the Loan then due and payable, third to the payment of the Administrative Fee, and finally to the payment of any late charges hereunder. (b) The Interest on the Loan described in clause (iii) of the Indenturedefinition thereof shall (i) consist of a late charge for any Trust Bond Loan Repayment that is received by the Trustee later than its due date and (ii) be payable immediately thereafter in an amount equal to the greater of twelve percent (12%) per annum or the Prime Rate plus one half of one percent per annum on such late payment from its due date to the date it is actually paid; provided, however, that the obligation rate of the Company to make any payment hereunder shall be deemed satisfied and discharged to the extent of the corresponding payment made by a Credit Provider (if any) to the Trustee under a Credit Facility (if any) or by the Confirming Bank (if any) under the Confirming Letter of Credit (if any). While the Bonds bear interest at a Bank Rate, each of the Company and ITT Holdings LLC agrees to pay (or cause to pay) the Purchase Price Interest on the Bonds when due pursuant to Sections 4.01 and 4.02 of the Indenture. It is understood and agreed that all payments payable by or on behalf of the Company under subsection (a) of this Section 4.02 are assigned by the Issuer to the Trustee for the benefit of the Owners of the Bonds. Each of the Company and ITT Holdings LLC assents to such assignment. The Issuer hereby directs the Company and ITT Holdings LLC and the Company and ITT Holdings LLC hereby agreeLoan, to pay to the Trustee at the Principal Office of the Trustee all payments payable by or on behalf of the Company and/or ITT Holdings LLC pursuant to this subsection. (b) Each of the Company and ITT Holdings LLC agrees that it will also pay: (i) All of the Issuer’s reasonable actual out-of-pocket expenses and costs of issuance in connection with the Bonds and an annual administrative including, without limitation, any late payment payable directly to the Issuer on June 1 of each year in an annual amount equal to 1/10th of 1% of the principal amount of all Bonds Outstanding on January 2 of each year. The administrative payments shall be used for purposes of paying administrative and related costs of the Issuercharges incurred hereunder, but shall not include Trustee fees incurred by exceed the Issuer, and the Issuer agrees that it will notify the Company in writing prior to March 20th of each calendar year hereafter if it shall not waive such administrative payments for such year and, if these fees are not waived, such written notice shall advise the Company of the amount that is to be paid (not to exceed 1/10 of 1% per annum) the date on which the payment is due, and where such payment is to be remitted. In the event the Company should fail to pay such administrative expenses then due, the payment shall continue as an obligation of the Company until the amount shall have been fully paid, and the company agrees to pay the same with interest thereon (to the extent legally enforceable) at a rate per annum equal to the maximum interest rate in effect from time to time on the Bonds, until paid; and (ii) the reasonable fees and expenses of such accountants, consultants, attorneys and other experts as may be engaged permitted by the Issuer, the Administrative Agent or the Trustee to prepare such audits, financial statements or opinions or provide such other services as are reasonably required under this Agreement, the Indenture or the Tax Regulatory Agreement; and (iii) all taxes and assessments of any type or character charged to the Issuer, the Administrative Agent or to the Trustee affecting the amount available to the Issuer, the Administrative Agent or the Trustee from payments to be received hereunder or in any way arising due to the transactions contemplated hereby (including taxes and assessments assessed or levied by any public agency or governmental authority of whatever character having power to levy taxes or assessments) but excluding any taxes based upon the capital and/or income of the Trustee, the Administrative Agent or any other person other than the Company; provided, however, that the Company shall have the right to protest any such taxes or assessments assessed or levied upon them and that the Company shall have the right to withhold payment of any such taxes or assessments pending disposition of any such protest or contest unless such withholding, protest or contest would materially adversely affect the rights or interests of the Issuer, the Administrative Agent or the Trustee. The forgoing payments shall be billed to the Company and/or ITT Holdings LLC by the Issuer, the Administrative Agent or the Trustee from time to time, together with (x) a statement executed by a duly authorized officer or agent of the Issuer, the Administrative Agent or the Trustee, as the case may be, certifying that the amount billed has been incurred or paid by the Issuer, the Administrative Agent or the Trustee for one or more of the above items, and (y) a copy of the invoice or statement for the amount so incurred or paid. Amounts so billed shall be paid by the Company and ITT Holdings LLC within thirty (30) days after receipt of the b▇▇▇ by the Company or ITT Holdings LLC unless, in the case of expenditures described under clause (iii) above, the Company or ITT Holdings LLC is contesting such amounts in good faithlaw. (c) The Company and ITT Holdings LLC will also pay the reasonable fees and expenses Borrower shall receive, as a credit against its semiannual payment obligations of the Trustee Interest Portion, the amounts, if any, certified by the Trust pursuant to Section 5.10 of the Bond Resolution. Such amounts shall represent the Borrower’s allocable share of the interest earnings on certain funds and accounts established under the Indenture Bond Resolution, as calculated and all other amounts which may be payable to the Trustee under determined in accordance with Section 10.02 5.10 of the Indenture, such amounts to be paid directly to the Trustee for the Trustee’s own account as and when such amounts become due and payableBond Resolution. (d) Each In accordance with the provisions of the Company and ITT Holdings LLC covenantsBond Resolution, for the benefit Borrower shall receive, as a credit against its Trust Bond Loan Repayments, the amounts, if any, set forth in the certificate of the Owners of the Bonds, to pay or cause to be paid, to the Trustee, such amounts as shall be necessary to enable Trust filed with the Trustee pursuant to pay the Purchase Price of Bonds delivered to it for purchase, all as more particularly described in Sections 4.01 and 4.02 of the Indenture; provided, however, that the obligation of the Company and ITT Holdings LLC to make any such payment under this Section 4.02(d) shall be reduced by the amount of moneys available for such payment described in Section 4.03(a5.02(4) of the Indenture; and provided, further, that the obligation of the Company and ITT Holdings LLC to make any payment under this subsection (d) shall be deemed to be satisfied and discharged to the extent of the corresponding payment made by a Credit Provider (if any) under a Credit Facility (if any) or by the Confirming Bank (if any) under the Confirming Letter of Credit (if any)Bond Resolution. (e) The Company shall promptly notify Interest on the Owners and any Prior Owners of any Determination of Taxability. Each Loan described in clause (ii) of the Company and ITT Holdings LLC covenants, for definition thereof shall be paid by the benefit Borrower in the amount of one-half of the Owners of the BondsAdministrative Fee, to pay or cause to be paid if any, to the Trustee when due any other amounts payable under the Bondssemiannually on each February 1 and August 1, includingcommencing August 1, but not limited to the following while the Bonds bear interest at a Bank Rate:2018. (if) In the event of a Determination of Taxability (The “DEP Loan Surcharge or Loan Origination Fee” as defined in Section 8 of Exhibit B attached hereto and made a part hereof, as additionally identified in Exhibit A-2 attached hereto and made a part hereof, (the Indenture), and upon demand of the Owner or any prior Owner, the Company and ITT Holdings LLC “DEP Fee”) shall pay or cause to be paid by the Borrower to the Trustee on the date indicated therein in satisfaction of the payment obligation of the Borrower to the Department, and the obligation of the Borrower with respect to the payment of such additional amount as DEP Fee shall be necessary to provide that interest on the Bonds shall have been payable at the Taxable Adjusted LIBOR Rate (as defined in the Indenture) from the Date of Taxability (as defined in the Indenture). The Company shall promptly notify the Owners and any Prior Owners of any Determination of Taxability. (ii) Upon a Determination of Non De Minimis Exception Status (as defined in the Indenture), and upon demand an obligation of the Owner or any prior Owner, Borrower under the Company shall pay or cause Borrower Bond and an amount payable pursuant to be paid to the Trustee such additional amounts as shall be necessary to provide that interest on the Bonds shall have been payable at the Adjusted Non De Minimis Exception Status (as defined in the Indenture)this Section 3. (iii) Upon a Determination of Taxability or a Determination of Non de Minimis Exception Status, the Company and ITT Holdings LLC shall also pay or cause to be paid to the Trustee upon demand of such Owner or prior Owner any taxes, interest, penalties or other charges assessed against or payable by such Owner or prior Owner and attributable to such Determination of Taxability or a determination of Non De Minimis Exception Status and all reasonable administrative, out of pocket and other expenses incurred by such Owner or prior Owner which are attributable to such event, including, without limitation, the costs incurred by such Owner or prior Owner to amend any of its tax returns, notwithstanding the repayment of the entire principal amount of the Bonds or any transfer or assignment of the Bonds. (iv) If there is any Change in Law (as defined in the Revolving Credit Agreement) that increases the cost to the Bank holding the Bonds, then the Company and ITT Holdings LLC shall pay or cause to be paid to the Trustee such additional costs incurred or reduction suffered in accordance with Section 4.11 of the Revolving Credit Agreement, which section is incorporated herein by reference.

Amounts Payable. The Company hereby agrees to repay the loan made pursuant to this Agreement by making the following payments: (a) The Company hereby covenants and agrees shall pay or cause to repay be paid to the loan, as follows: Trustee in immediately available funds for the account of the Issuer for deposit into the Bond Fund on or before any Interest Payment Date for the Bonds or any other date that any payment of interest, premium, if any, or principal or Purchase Price is required to be made in respect of the Bonds pursuant to the Indenture, until the principal of, premium, if any, and interest on the Bonds shall have been fully paid or provision for the payment thereof shall have been made in accordance with the Indenture, in immediately available funds, a sum which, together with any other moneys Eligible Funds available for such payment in any account of the Bond Fund, will enable the Trustee to pay the amount payable on such date as Purchase Price or principal of (whether at maturity or upon redemption or acceleration or otherwise), premium, if any, and interest on the Bonds as provided in the Indenture; provided, however, that the obligation of the Company to make any payment hereunder shall be deemed satisfied and discharged to the extent of the corresponding payment made by a the Credit Provider (if any) to the Trustee under a Credit Facility (if any) or by the Confirming Bank (if any) Issuer under the Confirming Letter of Credit (if any). While the Bonds bear interest at a Bank Rate, each of the Company and ITT Holdings LLC agrees to pay (or cause to pay) the Purchase Price on the Bonds when due pursuant to Sections 4.01 and 4.02 of the IndentureFacility. It is understood and agreed that all payments payable by or on behalf of the Company under this subsection (a) of this Section 4.02 are assigned by the Issuer to the Trustee for the benefit of the Owners of the BondsHolders. Each of the The Company and ITT Holdings LLC assents to such assignment. The Issuer hereby directs the Company and ITT Holdings LLC and the Company and ITT Holdings LLC hereby agree, agrees to pay to the Trustee at the Principal Office principal corporate trust office of the Trustee all payments payable by or on behalf of the Company and/or ITT Holdings LLC pursuant to this subsection. (b) Each of the Company and ITT Holdings LLC agrees that it will also pay: (i) All of the Issuer’s reasonable actual out-of-pocket expenses and costs of issuance in connection with the Bonds and an annual administrative payment payable directly to the Issuer on June 1 of each year in an annual amount equal to 1/10th of 1% of the principal amount of all Bonds Outstanding on January 2 of each year. The administrative payments shall be used for purposes of paying administrative and related costs of the Issuer, but shall not include Trustee fees incurred by the Issuer, and the Issuer agrees that it will notify the Company in writing prior to March 20th of each calendar year hereafter if it shall not waive such administrative payments for such year and, if these fees are not waived, such written notice shall advise the Company of the amount that is to be paid (not to exceed 1/10 of 1% per annum) the date on which the payment is due, and where such payment is to be remitted. In the event the Company should fail to pay such administrative expenses then due, the payment shall continue as an obligation of the Company until the amount shall have been fully paid, and the company agrees to pay the same with interest thereon (to the extent legally enforceable) at a rate per annum equal to the interest rate in effect from time to time on the Bonds, until paid; and (ii) the reasonable fees and expenses of such accountants, consultants, attorneys and other experts as may be engaged by the Issuer, the Administrative Agent or the Trustee to prepare such audits, financial statements or opinions or provide such other services as are reasonably required under this Agreement, the Indenture or the Tax Regulatory Agreement; and (iii) all taxes and assessments of any type or character charged to the Issuer, the Administrative Agent or to the Trustee affecting the amount available to the Issuer, the Administrative Agent or the Trustee from payments to be received hereunder or in any way arising due to the transactions contemplated hereby (including taxes and assessments assessed or levied by any public agency or governmental authority of whatever character having power to levy taxes or assessments) but excluding any taxes based upon the capital and/or income of the Trustee, the Administrative Agent or any other person other than the Company; provided, however, that the Company shall have the right to protest any such taxes or assessments assessed or levied upon them and that the Company shall have the right to withhold payment of any such taxes or assessments pending disposition of any such protest or contest unless such withholding, protest or contest would materially adversely affect the rights or interests of the Issuer, the Administrative Agent or the Trustee. The forgoing payments shall be billed to the Company and/or ITT Holdings LLC by the Issuer, the Administrative Agent or the Trustee from time to time, together with (x) a statement executed by a duly authorized officer or agent of the Issuer, the Administrative Agent or the Trustee, as the case may be, certifying that the amount billed has been incurred or paid by the Issuer, the Administrative Agent or the Trustee for one or more of the above items, and (y) a copy of the invoice or statement for the amount so incurred or paid. Amounts so billed shall be paid by the Company and ITT Holdings LLC within thirty (30) days after receipt of the b▇▇▇ by the Company or ITT Holdings LLC unless, in the case of expenditures described under clause (iii) above, the Company or ITT Holdings LLC is contesting such amounts in good faith. (c) The Company and ITT Holdings LLC will also pay the reasonable fees and expenses of the Trustee Issuer, the Trustee, the Paying Agent, the Underwriter, the Remarketing Agent and the Registrar under the Indenture and all other amounts which may be payable to the Trustee Trustee, Paying Agent or Registrar under Section 10.02 7.2 of the Indenture, and the reasonable fees and expenses of the Remarketing Agent, such amounts fees and expenses to be paid when due and payable by the Company directly to the Trustee Issuer, Trustee, Paying Agent, Registrar and Remarketing Agent, respectively, for the Trustee’s their own account as and account. (c) The Company will also pay when such amounts become due and payablepayable the reasonable fees and expenses of the Issuer related to the issuance of the Bonds, including without limitation, attorneys' fees and expenses. (d) Each of the The Company and ITT Holdings LLC covenants, for the benefit of the Owners of the BondsHolders, to pay or cause to be paid, to the TrusteeRemarketing Agent, such amounts as shall be necessary to enable the Trustee Remarketing Agent to pay the Purchase Price of Bonds delivered to it for purchase, all as more particularly described in Sections 4.01 and 4.02 of the Indenture; provided, however, that the obligation of the Company and ITT Holdings LLC to make any such payment under this Section 4.02(d) shall be reduced by the amount of moneys available for such payment described in Section 4.03(a) of the Indenture; and provided, further, that the obligation of the Company and ITT Holdings LLC to make any payment under this subsection (d) shall be deemed to be satisfied and discharged to the extent of the corresponding payment made by a Credit Provider (if any) under a Credit Facility (if any) or by the Confirming Bank (if any) under the Confirming Letter of Credit (if any). (e) The Company shall promptly notify the Owners and any Prior Owners of any Determination of Taxability. Each of the Company and ITT Holdings LLC covenants, for the benefit of the Owners of the Bonds, to pay or cause to be paid to the Trustee when due any other amounts payable under the Bonds, including, but not limited to the following while the Bonds bear interest at a Bank Rate: (i) In the event of a Determination of Taxability (as defined in the Indenture), and upon demand of the Owner or any prior Owner, the Company and ITT Holdings LLC shall pay or cause to be paid to the Trustee such additional amount as shall be necessary to provide that interest on the Bonds shall have been payable at the Taxable Adjusted LIBOR Rate (as defined in the Indenture) from the Date of Taxability (as defined in the Indenture). The Company shall promptly notify the Owners and any Prior Owners of any Determination of Taxability. (ii) Upon a Determination of Non De Minimis Exception Status (as defined in the Indenture), and upon demand of the Owner or any prior Owner, the Company shall pay or cause to be paid to the Trustee such additional amounts as shall be necessary to provide that interest on the Bonds shall have been payable at the Adjusted Non De Minimis Exception Status (as defined in the Indenture). (iii) Upon a Determination of Taxability or a Determination of Non de Minimis Exception Status, the Company and ITT Holdings LLC shall also pay or cause to be paid to the Trustee upon demand of such Owner or prior Owner any taxes, interest, penalties or other charges assessed against or payable by such Owner or prior Owner and attributable to such Determination of Taxability or a determination of Non De Minimis Exception Status and all reasonable administrative, out of pocket and other expenses incurred by such Owner or prior Owner which are attributable to such event, including, without limitation, the costs incurred by such Owner or prior Owner to amend any of its tax returns, notwithstanding the repayment of the entire principal amount of the Bonds or any transfer or assignment of the Bonds. (iv) If there is any Change in Law (as defined in the Revolving Credit Agreement) that increases the cost to the Bank holding the Bonds, then the Company and ITT Holdings LLC shall pay or cause to be paid to the Trustee such additional costs incurred or reduction suffered in accordance with Section 4.11 of the Revolving Credit Agreement, which section is incorporated herein by reference.in

Amounts Payable. (a) The Company Borrower hereby covenants and agrees to repay the loanSeries 2020 Loan, as follows: on or before any Interest Payment Date for the Series 2020 Bonds or any other date that any payment of interest, premium, if any, or principal or Purchase Redemption Price on the Series 2020 Bonds is required to be made in respect of the Series 2020 Bonds pursuant to the Indenture (which payments for principal and interest will be in the respective amounts set forth on the debt service schedule attached hereto as Attachment B, as amended from time to time pursuant to the Indenture), until the principal ofpayment of interest, premiumprincipal, if any, and interest or Redemption Price on the Series 2020 Bonds shall have been fully paid or provision for the payment thereof shall have been made in accordance with the Indenture, in immediately available funds, a sum which, together with any other moneys available for such payment in any account the applicable Account of the Bond Debt Service Fund, will enable the Trustee to pay to the Owners of the Series 2020 Bonds the amount due and payable on such date as Purchase interest, principal or Redemption Price or principal of (whether at maturity or upon redemption or acceleration or otherwise), premium, if any, and interest on the Series 2020 Bonds as provided in the Indenture; provided, however, that the obligation of the Company to make any payment hereunder shall be deemed satisfied and discharged to the extent of the corresponding payment made by a Credit Provider (if any) to the Trustee under a Credit Facility (if any) or by the Confirming Bank (if any) under the Confirming Letter of Credit (if any). While the Bonds bear interest at a Bank Rate, each of the Company and ITT Holdings LLC agrees to pay (or cause to pay) the Purchase Price on the Bonds when due pursuant to Sections 4.01 and 4.02 of the Indenture. It is understood and agreed that all payments payable by or on behalf of the Company under subsection (a) of this Section 4.02 are assigned by the Issuer to the Trustee for the benefit of the Owners of the Bonds. Each of the Company and ITT Holdings LLC assents to such assignment. The Issuer hereby directs the Company and ITT Holdings LLC and Borrower and, subject to the Company and ITT Holdings LLC Indenture or the Lockbox Account Agreement, as applicable, the Borrower hereby agree, agrees to pay to the Trustee at the Principal Designated Payment Office of the Trustee all payments payable by or on behalf the Borrower in respect of the Company and/or ITT Holdings LLC Series 2020 Loan pursuant to this subsection. (b) Each of . The Borrower also shall pay to the Company and ITT Holdings LLC agrees that it will also pay: (i) All of Issuer the Issuer’s reasonable actual out-of-pocket costs, fees and expenses and costs of issuance in connection with the Bonds and an annual administrative payment payable directly related to the Issuer on June 1 of each year in an annual amount equal to 1/10th of 1% issuance of the principal amount of all Bonds Outstanding on January 2 of each year. The administrative payments shall be used for purposes of paying administrative and related costs of the Issuer, but shall not include Trustee fees incurred by the Issuer, and the Issuer agrees that it will notify the Company in writing prior to March 20th of each calendar year hereafter if it shall not waive such administrative payments for such year and, if these fees are not waived, such written notice shall advise the Company of the amount that is to be paid (not to exceed 1/10 of 1% per annum) the date on which the payment is due, and where such payment is to be remitted. In the event the Company should fail to pay such administrative expenses then due, the payment shall continue as an obligation of the Company until the amount shall have been fully paid, and the company agrees to pay the same with interest thereon (to the extent legally enforceable) at a rate per annum equal to the interest rate in effect from time to time on the Series 2020 Bonds, until paid; and (ii) including the reasonable fees and expenses of such accountants, consultants, attorneys and other experts as may be engaged by the Issuer, the Administrative Agent or the Trustee to prepare such audits, financial statements or opinions or provide such other services as are reasonably required under this Agreement, the Indenture or the Tax Regulatory Agreement; and (iii) all taxes and assessments of any type or character charged to the Issuer, the Administrative Agent or to the Trustee affecting the amount available to the Issuer, the Administrative Agent or the Trustee from payments to be received hereunder or in any way arising due to the transactions contemplated hereby (including taxes and assessments assessed or levied by any public agency or governmental authority of whatever character having power to levy taxes or assessments) but excluding any taxes based upon the capital and/or income of the Trustee, the Administrative Agent or any other person other than the Company; provided, however, that the Company shall have the right to protest any such taxes or assessments assessed or levied upon them and that the Company shall have the right to withhold payment of any such taxes or assessments pending disposition of any such protest or contest unless such withholding, protest or contest would materially adversely affect the rights or interests of the Issuer, the Administrative Agent or the Trusteeits counsel. The forgoing payments shall be billed to the Company and/or ITT Holdings LLC by the Issuer, the Administrative Agent or the Trustee from time to time, together with (x) a statement executed by a duly authorized officer or agent of the Issuer, the Administrative Agent or the Trustee, as the case may be, certifying that the amount billed has been incurred or paid by the Issuer, the Administrative Agent or the Trustee for one or more of the above items, and (y) a copy of the invoice or statement for the amount so incurred or paid. Amounts so billed shall be paid by the Company and ITT Holdings LLC within thirty (30) days after receipt of the b▇▇▇ by the Company or ITT Holdings LLC unless, in the case of expenditures described under clause (iii) above, the Company or ITT Holdings LLC is contesting such amounts in good faith. (c) The Company and ITT Holdings LLC Borrower also will also pay the reasonable fees and expenses of the Trustee under Trustee, including without limitation any fees or expenses incurred pursuant to Section 8.2(b) of the Indenture Indenture, and all other amounts which may be payable to the Trustee under Section 10.02 the terms of the Indenture, such amounts to be paid directly to Indenture or in accordance with any contractual arrangement between the Borrower and the Trustee for with respect thereto. In the Trustee’s own account as and when such amounts become due and payable. (d) Each event that the Borrower should fail to make any of the Company and ITT Holdings LLC covenantspayments required in this Section, for the benefit amount so in default shall continue as an obligation of the Owners of Borrower until the Bondsamount in default shall have been fully paid, and the Borrower agrees to pay or cause to be paidthe same with interest thereon, to the Trusteeextent provided under the Indenture or as permitted by Law, from the date when such amounts as payment was due, at the rate of interest borne by the Series 2020 Bonds. To the extent any moneys have been deposited by the Borrower, or on the Borrower’s behalf, into the Interest Accounts, Principal Accounts or Redemption Account of the Debt Service Fund for the purpose of paying interest on and principal of the Series 2020 Bonds when due, the Borrower’s payment obligations pursuant this Section 4.01 with respect to the applicable Interest Payment, Principal Payment or redemption of Bonds will be deemed satisfied. . The obligations of the Borrower to make the payments required in Section 4.01 hereof and to perform and observe the other agreements contained herein shall be necessary absolute and unconditional and shall not be subject to enable any defense or any right of setoff, counterclaim or recoupment arising out of (a) any breach by the Issuer, RTD, the Trustee or the Account Bank of any obligation to pay the Purchase Price of Bonds delivered Borrower, whether hereunder or otherwise, or (b) any indebtedness or liability at any time owing to it for purchase, all as more particularly described in Sections 4.01 and 4.02 of the Indenture; provided, however, that the obligation of the Company and ITT Holdings LLC to make any such payment under this Section 4.02(d) shall be reduced Borrower by the amount of moneys available for Issuer, RTD, the Trustee or the Account Bank, and, until such payment described in Section 4.03(a) of time as the Indenture; and providedprincipal of, furtherpremium, that the obligation of the Company and ITT Holdings LLC to make any payment under this subsection (d) shall be deemed to be satisfied and discharged to the extent of the corresponding payment made by a Credit Provider (if any) under a Credit Facility (if any) or by the Confirming Bank (if any) under the Confirming Letter of Credit (if any). (e) The Company shall promptly notify the Owners and any Prior Owners of any Determination of Taxability. Each of the Company and ITT Holdings LLC covenants, for the benefit of the Owners of the Bonds, to pay or cause to be paid to the Trustee when due any other amounts payable under the Bonds, including, but not limited to the following while the Bonds bear interest at a Bank Rate: (i) In the event of a Determination of Taxability (as defined in the Indenture), and upon demand of the Owner or any prior Owner, the Company and ITT Holdings LLC shall pay or cause to be paid to the Trustee such additional amount as shall be necessary to provide that interest on the Series 2020 Bonds shall have been payable at fully paid or provision for the Taxable Adjusted LIBOR Rate (as defined in the Indenture) from the Date of Taxability (as defined in the Indenture). The Company shall promptly notify the Owners and any Prior Owners of any Determination of Taxability. (ii) Upon a Determination of Non De Minimis Exception Status (as defined in the Indenture), and upon demand of the Owner or any prior Owner, the Company shall pay or cause to be paid to the Trustee such additional amounts as shall be necessary to provide that interest on the Bonds payment thereof shall have been payable at the Adjusted Non De Minimis Exception Status (as defined in the Indenture). (iii) Upon a Determination of Taxability or a Determination of Non de Minimis Exception Status, the Company and ITT Holdings LLC shall also pay or cause to be paid to the Trustee upon demand of such Owner or prior Owner any taxes, interest, penalties or other charges assessed against or payable by such Owner or prior Owner and attributable to such Determination of Taxability or a determination of Non De Minimis Exception Status and all reasonable administrative, out of pocket and other expenses incurred by such Owner or prior Owner which are attributable to such event, including, without limitation, the costs incurred by such Owner or prior Owner to amend any of its tax returns, notwithstanding the repayment of the entire principal amount of the Bonds or any transfer or assignment of the Bonds. (iv) If there is any Change in Law (as defined in the Revolving Credit Agreement) that increases the cost to the Bank holding the Bonds, then the Company and ITT Holdings LLC shall pay or cause to be paid to the Trustee such additional costs incurred or reduction suffered made in accordance with the Indenture, the Borrower (1) will not suspend or discontinue any payments provided for in Section 4.11 4.01 hereof, (2) will perform and observe all other agreements contained in this Issuer Loan Agreement and the Security Documents and (3) except as otherwise provided herein, will not terminate this Issuer Loan Agreement or any of the Revolving Credit Security Documents for any cause, or any failure of the Issuer, the Trustee or the Account Bank to perform and observe any agreement, whether express or implied, or any duty, liability or obligation arising out of or in connection with this Issuer Loan Agreement. Nothing contained in this Section shall be construed to release the Issuer from the performance of any of the agreements on its part herein contained, which section is incorporated herein by reference.and in the event the Issuer should fail to perform any such agreement on its part, the Borrower may institute such action against the Issuer as the Borrower may deem necessary to compel performance so long as such action does not abrogate the obligations of the Borrower contained in the first sentence of this Section. PREPAYMENT AND REDEMPTION

Amounts Payable. (a) The Company hereby covenants and agrees to repay the loanLoan, as follows: on or before the Business Day preceeding any Interest Payment Date interest payment date for the Series H Bonds or any other date that any payment of interest, premium, if any, or principal or Purchase Price is required to be made in respect of the Series H Bonds pursuant to the Indenture, until the principal of, premium, if any, and interest on the Series H Bonds shall have been fully paid or provision for the payment thereof shall have been made in accordance with the Indentureindenture, in immediately available funds, a sum which, together with any other moneys available for such payment in any account of the Bond Fund, will enable the Trustee to pay the amount payable on such date as Purchase Price or principal of (whether at maturity or upon redemption or acceleration or otherwise), premium, if any, and interest on the Series H Bonds as provided in the Indenture; provided, however, that the obligation of the Company to make any payment hereunder shall be deemed satisfied and discharged to the extent of the corresponding payment made by a Credit Provider (if any) to the Trustee under a Credit Facility (if any) or by the Confirming Bank (if any) under the Confirming Letter of Credit (if any). While the Bonds bear interest at a Bank Rate, each of the Company and ITT Holdings LLC agrees to pay (or cause to pay) the Purchase Price on the Bonds when due pursuant to Sections 4.01 and 4.02 of the Indenture. It is understood and agreed that all payments payable by or on behalf of the Company under subsection (a) of this Section 4.02 4.2 are assigned by the Issuer to the Trustee for the benefit of the Owners of the Bonds. Each of the The Company and ITT Holdings LLC assents to such assignment. The Issuer hereby directs the Company and ITT Holdings LLC and the Company and ITT Holdings LLC hereby agree, agrees to pay to the Trustee at the Principal Office of the Trustee all payments payable by or on behalf of the Company and/or ITT Holdings LLC pursuant to this subsection. Payments by the Company to the Trustee as aforesaid or as otherwise required pursuant to this Agreement or the other Loan Documents shall be sufficient to discharge the obligation of the Company with respect to the amounts so paid, and the Company shall not be liable to the Issuer, the Owners or to any other party by reason of the failure of the Trustee to remit such amounts to the Owners, or otherwise to apply such amounts, as provided in the Indenture. (b) Each The Company will also pay the reasonable expenses of the Company and ITT Holdings LLC agrees that it will also pay: (i) All Issuer related to the issuance of the Issuer’s reasonable actual out-of-pocket expenses and costs Series H Bonds, including the payment on the Closing Date of issuance in connection with the Bonds and an annual administrative payment payable directly to the Issuer on June 1 of each year in an annual amount a fee equal to 1/10th of 1% of the principal amount of all Bonds Outstanding on January 2 of each year$22,500. The administrative payments Company shall be used for purposes of paying administrative and related costs of the Issuer, but shall not include Trustee fees incurred by the Issuer, and the Issuer agrees that it will notify the Company in writing prior to March 20th of each calendar year hereafter if it shall not waive such administrative payments for such year and, if these fees are not waived, such written notice shall advise the Company of the amount that is to be paid (not to exceed 1/10 of 1% per annum) the date on which the payment is due, and where such payment is to be remitted. In the event the Company should fail to also pay such administrative expenses then due, the payment shall continue as an obligation of the Company until the amount shall have been fully paid, and the company agrees to pay the same with interest thereon (to the extent legally enforceable) at a rate per annum equal to the interest rate in effect from time to time on the Bonds, until paid; and (ii) Closing Date the reasonable fees and expenses of such accountantsBond Counsel, consultants, attorneys and other experts as may be engaged by the Issuer, the Administrative Agent or the Trustee to prepare such audits, financial statements or opinions or provide such other services as are reasonably required under this Agreement, the Indenture or the Tax Regulatory Agreement; and (iii) all taxes and assessments of any type or character charged counsel to the Issuer, the Administrative Agent or Purchaser and of counsel to the Trustee affecting the amount available trustee with respect to the Issuer, the Administrative Agent or the Trustee from payments to be received hereunder or in any way arising due to the transactions contemplated hereby (including taxes and assessments assessed or levied by any public agency or governmental authority of whatever character having power to levy taxes or assessments) but excluding any taxes based upon the capital and/or income of the Trustee, the Administrative Agent or any other person other than the Company; provided, however, that the Company shall have the right to protest any such taxes or assessments assessed or levied upon them and that the Company shall have the right to withhold payment of any such taxes or assessments pending disposition of any such protest or contest unless such withholding, protest or contest would materially adversely affect the rights or interests of the Issuer, the Administrative Agent or the Trustee. The forgoing payments shall be billed to the Company and/or ITT Holdings LLC by the Issuer, the Administrative Agent or the Trustee from time to time, together with (x) a statement executed by a duly authorized officer or agent of the Issuer, the Administrative Agent or the Trustee, as the case may be, certifying that the amount billed has been incurred or paid by the Issuer, the Administrative Agent or the Trustee for one or more of the above items, and (y) a copy of the invoice or statement for the amount so incurred or paid. Amounts so billed shall be paid by the Company and ITT Holdings LLC within thirty (30) days after receipt of the b▇▇▇ by the Company or ITT Holdings LLC unless, in the case of expenditures described under clause (iii) above, the Company or ITT Holdings LLC is contesting such amounts in good faithSeries F Bonds. (c) The Company and ITT Holdings LLC will also pay the reasonable fees and expenses of the Trustee under the Indenture and all other amounts which may be payable to the Trustee under Section 10.02 9.02 of the Indenture, such amounts to be paid directly to the Trustee for the Trustee’s 's own account as and when such amounts become due and payable. (d) Each In the event the Company should fail to make any of the Company and ITT Holdings LLC covenantspayments required in this Section 4.2, for the benefit of the Owners of the Bonds, to pay item or cause to be paid, to the Trustee, such amounts installment so in default shall continue as shall be necessary to enable the Trustee to pay the Purchase Price of Bonds delivered to it for purchase, all as more particularly described in Sections 4.01 and 4.02 of the Indenture; provided, however, that the an obligation of the Company and ITT Holdings LLC to make any such payment under this Section 4.02(d) shall be reduced by until the amount of moneys available for such payment described in Section 4.03(a) of the Indenture; default shall have been fully paid, and provided, further, that the obligation of the Company and ITT Holdings LLC agrees to make any payment under this subsection (d) shall be deemed to be satisfied and discharged pay the same with interest thereon, to the extent of permitted by law, from the corresponding date when such payment made by a Credit Provider (if any) under a Credit Facility (if any) or by was due, at the Confirming Bank (if any) under the Confirming Letter of Credit (if any). (e) The Company shall promptly notify the Owners and any Prior Owners of any Determination of Taxability. Each of the Company and ITT Holdings LLC covenants, for the benefit of the Owners of the Bonds, to pay or cause to be paid to the Trustee when due any other amounts payable under the Bonds, including, but not limited to the following while the Bonds bear interest at a Bank Rate: (i) In the event of a Determination of Taxability (as defined rate set forth in the Indenture), and upon demand of the Owner or any prior Owner, the Company and ITT Holdings LLC shall pay or cause to be paid to the Trustee such additional amount as shall be necessary to provide that interest on the Bonds shall have been payable at the Taxable Adjusted LIBOR Rate (as defined in the Indenture) from the Date of Taxability (as defined in the Indenture). The Company shall promptly notify the Owners and any Prior Owners of any Determination of Taxability. (ii) Upon a Determination of Non De Minimis Exception Status (as defined in the Indenture), and upon demand of the Owner or any prior Owner, the Company shall pay or cause to be paid to the Trustee such additional amounts as shall be necessary to provide that interest on the Bonds shall have been payable at the Adjusted Non De Minimis Exception Status (as defined in the Indenture). (iii) Upon a Determination of Taxability or a Determination of Non de Minimis Exception Status, the Company and ITT Holdings LLC shall also pay or cause to be paid to the Trustee upon demand of such Owner or prior Owner any taxes, interest, penalties or other charges assessed against or payable by such Owner or prior Owner and attributable to such Determination of Taxability or a determination of Non De Minimis Exception Status and all reasonable administrative, out of pocket and other expenses incurred by such Owner or prior Owner which are attributable to such event, including, without limitation, the costs incurred by such Owner or prior Owner to amend any of its tax returns, notwithstanding the repayment of the entire principal amount of the Bonds or any transfer or assignment of the Series G Bonds. (iv) If there is any Change in Law (as defined in the Revolving Credit Agreement) that increases the cost to the Bank holding the Bonds, then the Company and ITT Holdings LLC shall pay or cause to be paid to the Trustee such additional costs incurred or reduction suffered in accordance with Section 4.11 of the Revolving Credit Agreement, which section is incorporated herein by reference.

Amounts Payable. The Company hereby agrees to repay the loan made pursuant to this Agreement by making the following payments: (a) The Company hereby covenants and agrees shall pay to repay the loan, as follows: Trustee in immediately available funds for the account of the Issuer for deposit into the Bond Fund on or before any Interest Payment Date for the Bonds or any other date that any payment of interest, premium, if any, or principal or Purchase Price is required to be made in respect of the Bonds pursuant to the Indenture, until the principal of, premium, if any, and interest on the Bonds shall have been fully paid or provision for the payment thereof shall have been made in accordance with the Indenture, in immediately available funds, a sum which, together with any other moneys Eligible Funds available for such payment in any account of the Bond Fund, will enable the Trustee to pay the amount payable on such date as Purchase Price or principal of (whether at maturity or upon redemption or acceleration or otherwise), premium, if any, and interest on the Bonds as provided in the Indenture; provided, however, that the obligation of the Company to make any payment hereunder shall be deemed satisfied and discharged to the extent of the corresponding payment made by a the Credit Provider (if any) to the Trustee under a Credit Facility (if any) or by the Confirming Bank (if any) Issuer under the Confirming Letter of Credit (if any). While the Bonds bear interest at a Bank Rate, each of the Company and ITT Holdings LLC agrees to pay (or cause to pay) the Purchase Price on the Bonds when due pursuant to Sections 4.01 and 4.02 of the IndentureFacility. It is understood and agreed that all payments payable by or on behalf of the Company under this subsection (a) of this Section 4.02 are assigned by the Issuer to the Trustee for the benefit of the Owners of the BondsHolders. Each of the The Company and ITT Holdings LLC assents to such assignment. The Issuer hereby directs the Company and ITT Holdings LLC and the Company and ITT Holdings LLC hereby agree, agrees to pay to the Trustee at the Principal Office principal corporate trust office of the Trustee all payments payable by or on behalf of the Company and/or ITT Holdings LLC pursuant to this subsectionsubsection (a). (b) Each of the Company and ITT Holdings LLC agrees that it will also pay: (i) All of the Issuer’s reasonable actual out-of-pocket expenses and costs of issuance in connection with the Bonds and an annual administrative payment payable directly to the Issuer on June 1 of each year in an annual amount equal to 1/10th of 1% of the principal amount of all Bonds Outstanding on January 2 of each year. The administrative payments shall be used for purposes of paying administrative and related costs of the Issuer, but shall not include Trustee fees incurred by the Issuer, and the Issuer agrees that it will notify the Company in writing prior to March 20th of each calendar year hereafter if it shall not waive such administrative payments for such year and, if these fees are not waived, such written notice shall advise the Company of the amount that is to be paid (not to exceed 1/10 of 1% per annum) the date on which the payment is due, and where such payment is to be remitted. In the event the Company should fail to pay such administrative expenses then due, the payment shall continue as an obligation of the Company until the amount shall have been fully paid, and the company agrees to pay the same with interest thereon (to the extent legally enforceable) at a rate per annum equal to the interest rate in effect from time to time on the Bonds, until paid; and (ii) the reasonable fees and expenses of such accountants, consultants, attorneys and other experts as may be engaged by the Issuer, the Administrative Agent or the Trustee to prepare such audits, financial statements or opinions or provide such other services as are reasonably required under this Agreement, the Indenture or the Tax Regulatory Agreement; and (iii) all taxes and assessments of any type or character charged to the Issuer, the Administrative Agent or to the Trustee affecting the amount available to the Issuer, the Administrative Agent or the Trustee from payments to be received hereunder or in any way arising due to the transactions contemplated hereby (including taxes and assessments assessed or levied by any public agency or governmental authority of whatever character having power to levy taxes or assessments) but excluding any taxes based upon the capital and/or income of the Trustee, the Administrative Agent or any other person other than the Company; provided, however, that the Company shall have the right to protest any such taxes or assessments assessed or levied upon them and that the Company shall have the right to withhold payment of any such taxes or assessments pending disposition of any such protest or contest unless such withholding, protest or contest would materially adversely affect the rights or interests of the Issuer, the Administrative Agent or the Trustee. The forgoing payments shall be billed to the Company and/or ITT Holdings LLC by the Issuer, the Administrative Agent or the Trustee from time to time, together with (x) a statement executed by a duly authorized officer or agent of the Issuer, the Administrative Agent or the Trustee, as the case may be, certifying that the amount billed has been incurred or paid by the Issuer, the Administrative Agent or the Trustee for one or more of the above items, and (y) a copy of the invoice or statement for the amount so incurred or paid. Amounts so billed shall be paid by the Company and ITT Holdings LLC within thirty (30) days after receipt of the b▇▇▇ by the Company or ITT Holdings LLC unless, in the case of expenditures described under clause (iii) above, the Company or ITT Holdings LLC is contesting such amounts in good faith. (c) The Company and ITT Holdings LLC will also pay the reasonable fees and expenses of the Trustee Issuer, the Trustee, the Tender Agent, the Paying Agent, the Placement Agent, the Remarketing Agent and the Registrar under the Indenture and all other amounts which may be payable to the Trustee Trustee, Paying Agent, Registrar or the Tender Agent under Section 10.02 7.2 of the Indenture, and the reasonable fees and expenses of the Remarketing Agent, such amounts fees and expenses to be paid when due and payable by the Company directly to the Trustee Trustee, Tender Agent, Paying Agent, Registrar and Remarketing Agent, respectively, for the Trustee’s their own account as and account. (c) The Company will also pay when such amounts become due and payablepayable the reasonable fees and expenses of the Issuer related to the issuance of the Bonds, including without limitation, attorneys' fees and expenses. (d) Each of the The Company and ITT Holdings LLC covenants, for the benefit of the Owners of the BondsHolders, to pay or cause to be paid, to the TrusteePaying Agent, such amounts as shall be necessary to enable the Trustee Paying Agent to pay the Purchase Price of Bonds delivered to it the Tender Agent or the Remarketing Agent, as the case may be, for purchase, all as more particularly described in Sections 4.01 and 4.02 Section 2.6 of the Indenture; provided, however, that the obligation of the Company and ITT Holdings LLC to make any such payment under this Section 4.02(dsubsection (d) shall be reduced by the amount of moneys available for such payment described in clauses (1) or (2) of Section 4.03(a2.6(g) of the Indenture; and provided, further, that the obligation of the Company and ITT Holdings LLC to make any payment under this subsection (d) shall be deemed to be satisfied and discharged to the extent of the corresponding payment made by a the Credit Provider (if any) under a Credit Facility (if any) or by the Confirming Bank (if any) Issuer under the Confirming Letter of Credit (if any)Facility. (e) The In the event the Company shall promptly notify fail to make any of the Owners and any Prior Owners of any Determination of Taxability. Each payments required in this Section 5.2, the item or installment so in default shall continue as an obligation of the Company and ITT Holdings LLC covenants, for until the benefit of the Owners of the Bonds, to pay or cause to be paid to the Trustee when due any other amounts payable under the Bonds, including, but not limited to the following while the Bonds bear interest at a Bank Rate: (i) In the event of a Determination of Taxability (as defined amount in the Indenture), and upon demand of the Owner or any prior Owner, the Company and ITT Holdings LLC shall pay or cause to be paid to the Trustee such additional amount as shall be necessary to provide that interest on the Bonds default shall have been payable at the Taxable Adjusted LIBOR Rate (as defined in the Indenture) from the Date of Taxability (as defined in the Indenture). The Company shall promptly notify the Owners and any Prior Owners of any Determination of Taxabilityfully paid. (ii) Upon a Determination of Non De Minimis Exception Status (as defined in the Indenture), and upon demand of the Owner or any prior Owner, the Company shall pay or cause to be paid to the Trustee such additional amounts as shall be necessary to provide that interest on the Bonds shall have been payable at the Adjusted Non De Minimis Exception Status (as defined in the Indenture). (iii) Upon a Determination of Taxability or a Determination of Non de Minimis Exception Status, the Company and ITT Holdings LLC shall also pay or cause to be paid to the Trustee upon demand of such Owner or prior Owner any taxes, interest, penalties or other charges assessed against or payable by such Owner or prior Owner and attributable to such Determination of Taxability or a determination of Non De Minimis Exception Status and all reasonable administrative, out of pocket and other expenses incurred by such Owner or prior Owner which are attributable to such event, including, without limitation, the costs incurred by such Owner or prior Owner to amend any of its tax returns, notwithstanding the repayment of the entire principal amount of the Bonds or any transfer or assignment of the Bonds. (iv) If there is any Change in Law (as defined in the Revolving Credit Agreement) that increases the cost to the Bank holding the Bonds, then the Company and ITT Holdings LLC shall pay or cause to be paid to the Trustee such additional costs incurred or reduction suffered in accordance with Section 4.11 of the Revolving Credit Agreement, which section is incorporated herein by reference.

Amounts Payable. (a) The Company hereby covenants Corporation shall make all payments required by the Note as and agrees when they become due and shall promptly pay all other amounts necessary to repay the loan, as follows: on or before any Interest Payment Date for the Bonds or any other date that any payment of interest, premium, if any, or principal or Purchase Price is required to be made in respect of the Bonds pursuant to the Indenture, until the principal of, premium, if any, and interest on the Bonds shall have been fully paid or provision for the payment thereof shall have been made in accordance with the Indenture, in immediately available funds, a sum which, together with any other moneys available for such payment in any account of the Bond Fund, will enable the Trustee to pay make the amount payable on such date as Purchase Price or principal of (whether at maturity or upon redemption or acceleration or otherwise), premium, if any, and interest on the Bonds as provided in the Indenture; provided, however, that the obligation of the Company to make any payment hereunder shall be deemed satisfied and discharged deposits to the extent of Bond Fund and the corresponding payment made Reserve Fund required by a Credit Provider (if any) to the Trustee under a Credit Facility (if any) or by the Confirming Bank (if any) under the Confirming Letter of Credit (if any). While the Bonds bear interest at a Bank Rate, each of the Company and ITT Holdings LLC agrees to pay (or cause to pay) the Purchase Price on the Bonds when due pursuant to Sections 4.01 and 4.02 Article VI of the Indenture. It is understood and agreed that all payments payable by or on behalf of the Company under subsection (a) of this Section 4.02 are assigned by the Issuer to the Trustee for the benefit of the Owners of the Bonds. Each of the Company and ITT Holdings LLC assents to such assignment. The Issuer hereby directs the Company and ITT Holdings LLC and the Company and ITT Holdings LLC hereby agree, to pay to the Trustee at the Principal Office of the Trustee all payments payable by or on behalf of the Company and/or ITT Holdings LLC pursuant to this subsection. (b) Each of the Company and ITT Holdings LLC agrees that it will The Corporation shall also pay, as and when the same become due: (i1) All of To the Issuer’s Trustee, its reasonable actual out-of-pocket fees for services rendered and for expenses and costs of issuance in connection with the Bonds and an annual administrative payment payable directly to the Issuer on June 1 of each year in an annual amount equal to 1/10th of 1% of the principal amount of all Bonds Outstanding on January 2 of each year. The administrative payments shall be used for purposes of paying administrative and related costs of the Issuer, but shall not include Trustee fees reasonably incurred by it as Trustee under the Issuer, Indenture and the Issuer agrees that it will notify the Company in writing prior to March 20th of each calendar year hereafter if it shall not waive such administrative payments for such year and, if these fees are not waived, such written notice shall advise the Company of the amount that is to be paid (not to exceed 1/10 of 1% per annum) the date on which the payment is due, as Bond Registrar and where such payment is to be remitted. In the event the Company should fail to pay such administrative expenses then due, the payment shall continue as an obligation of the Company until the amount shall have been fully paid, and the company agrees to pay the same with interest thereon (to the extent legally enforceable) at a rate per annum equal to the interest rate in effect from time to time paying agent on the Bonds, until paid; and (ii) including the reasonable fees and disbursements of its counsel and the reasonable fees and expenses of such accountantsany other paying agents, consultantsall as provided in the Indenture, attorneys and all other experts as may be engaged by amounts that the IssuerCorporation herein assumes or agrees to pay, the Administrative Agent including any cost or the Trustee expense necessary to prepare such audits, financial statements or opinions or provide such other services as are reasonably required under this Agreement, cancel and discharge the Indenture or the Tax Regulatory Agreement; and (iii) all taxes and assessments of any type or character charged to the Issuer, the Administrative Agent or to the Trustee affecting the amount available to the Issuer, the Administrative Agent or the Trustee from payments to be received hereunder or in any way arising due to the transactions contemplated hereby (including taxes and assessments assessed or levied by any public agency or governmental authority of whatever character having power to levy taxes or assessments) but excluding any taxes based upon the capital and/or income Payment of the Trustee, the Administrative Agent or any other person other than the Company; provided, however, that the Company shall have the right to protest any such taxes or assessments assessed or levied upon them and that the Company shall have the right to withhold payment of any such taxes or assessments pending disposition of any such protest or contest unless such withholding, protest or contest would materially adversely affect the rights or interests of the Issuer, the Administrative Agent or the Trustee. The forgoing payments shall be billed to the Company and/or ITT Holdings LLC by the Issuer, the Administrative Agent or the Trustee from time to time, together with (x) a statement executed by a duly authorized officer or agent of the Issuer, the Administrative Agent or the Trustee, as the case may be, certifying that the amount billed has been incurred or paid by the Issuer, the Administrative Agent or the Trustee for one or more of the above items, and (y) a copy of the invoice or statement for the amount so incurred or paid. Amounts so billed shall be paid by the Company and ITT Holdings LLC within thirty (30) days after receipt of the b▇▇▇ by the Company or ITT Holdings LLC unless, in the case of expenditures described under clause (iii) above, the Company or ITT Holdings LLC is contesting such amounts in good faithBonds. (c2) The Company To or on behalf of the Authority, (i) all reasonable and ITT Holdings LLC will also pay the reasonable fees necessary costs and expenses of the Trustee under Authority related to the Indenture Project or the Bonds and (ii) all other amounts which may be payable the Corporation agrees to pay under the terms of this Agreement; provided, that the aggregate of all such amounts paid to the Trustee under Section 10.02 of Authority shall not equal or exceed an amount which would cause the Indenture"yield" on the Note, this Loan Agreement or any other "acquired purpose obligation" to be "materially higher" than the "yield" on the Bonds, as such amounts to terms are used in the Code. Such fees and expenses shall be paid directly to the Trustee Authority for the Trustee’s its own account as and when such amounts fees and expenses become due and payable. When the Authority incurs expenses or renders services after the occurrence of an Event of Default specified in Sections 6.1(d) or 6.1(e), the expenses and the compensation for the services are intended to constitute expenses of administration under any federal or state bankruptcy, insolvency, arrangement, moratorium, reorganization or other debtor relief law. (d3) Each of the Company and ITT Holdings LLC covenants, for the benefit of the Owners of the Bonds, to pay or cause to be paid, to the Trustee, such amounts as shall be necessary to enable the Trustee to pay the Purchase Price of Bonds delivered to it for purchase, all as more particularly described in Sections 4.01 and 4.02 of the Indenture; provided, however, that the obligation of the Company and ITT Holdings LLC to make any such payment under this Section 4.02(d) shall be reduced by the amount of moneys available for such payment Amounts described in Section 4.03(a) of the Indenture; and provided, further, that the obligation of the Company and ITT Holdings LLC to make any payment under this subsection (d) shall be deemed to be satisfied and discharged to the extent of the corresponding payment made by a Credit Provider (if any) under a Credit Facility (if any) or by the Confirming Bank (if any) under the Confirming Letter of Credit (if any)4.6. (e4) The Company shall promptly notify All other amounts that the Owners and any Prior Owners of any Determination of Taxability. Each of the Company and ITT Holdings LLC covenants, for the benefit of the Owners of the Bonds, Corporation agrees to pay or cause to be paid to the Trustee when due any other amounts payable under the Bonds, including, but not limited to the following while the Bonds bear interest at a Bank Rate: (i) In the event terms of a Determination of Taxability (as defined in the Indenture), and upon demand of the Owner or any prior Owner, the Company and ITT Holdings LLC shall pay or cause to be paid to the Trustee such additional amount as shall be necessary to provide that interest on the Bonds shall have been payable at the Taxable Adjusted LIBOR Rate (as defined in the Indenture) from the Date of Taxability (as defined in the Indenture). The Company shall promptly notify the Owners and any Prior Owners of any Determination of Taxabilitythis Loan Agreement. (ii) Upon a Determination of Non De Minimis Exception Status (as defined in the Indenture), and upon demand of the Owner or any prior Owner, the Company shall pay or cause to be paid to the Trustee such additional amounts as shall be necessary to provide that interest on the Bonds shall have been payable at the Adjusted Non De Minimis Exception Status (as defined in the Indenture). (iii) Upon a Determination of Taxability or a Determination of Non de Minimis Exception Status, the Company and ITT Holdings LLC shall also pay or cause to be paid to the Trustee upon demand of such Owner or prior Owner any taxes, interest, penalties or other charges assessed against or payable by such Owner or prior Owner and attributable to such Determination of Taxability or a determination of Non De Minimis Exception Status and all reasonable administrative, out of pocket and other expenses incurred by such Owner or prior Owner which are attributable to such event, including, without limitation, the costs incurred by such Owner or prior Owner to amend any of its tax returns, notwithstanding the repayment of the entire principal amount of the Bonds or any transfer or assignment of the Bonds. (iv) If there is any Change in Law (as defined in the Revolving Credit Agreement) that increases the cost to the Bank holding the Bonds, then the Company and ITT Holdings LLC shall pay or cause to be paid to the Trustee such additional costs incurred or reduction suffered in accordance with Section 4.11 of the Revolving Credit Agreement, which section is incorporated herein by reference.

Amounts Payable. (a) The Company hereby covenants and City agrees to repay pay to Issuer the loan, purchase price of the Project in installments as follows: on that day which is three (3) business days prior to each date on which principal of or before any Interest Payment Date for interest on the Bonds or any other date that any payment is payable, an amount sufficient when added to funds on hand at such time in the Bond Fund to pay the amount of interest, premium, if any, or principal or Purchase Price is required to be made in respect of the Bonds pursuant to the Indenture, until the principal ofprincipal, premium, if any, and interest required to be paid with respect to the Bonds on such date. (b) The City agrees to pay to the Trustee until the principal of and the interest on the Bonds shall have been fully paid or provision for the payment thereof shall have been made in accordance with the Indenture, in immediately available funds, a sum which, together with any other moneys available for such payment in any account of the Bond Fund, will enable the Trustee to pay the full (i) an amount payable on such date as Purchase Price or principal of (whether at maturity or upon redemption or acceleration or otherwise), premium, if any, and interest on the Bonds as provided in the Indenture; provided, however, that the obligation of the Company to make any payment hereunder shall be deemed satisfied and discharged equal to the extent annual fee of the corresponding payment made by a Credit Provider (if any) to the Trustee under a Credit Facility (if any) or by the Confirming Bank (if any) under the Confirming Letter of Credit (if any). While the Bonds bear interest at a Bank Rate, each of the Company and ITT Holdings LLC agrees to pay (or cause to pay) the Purchase Price on the Bonds when due pursuant to Sections 4.01 and 4.02 of the Indenture. It is understood and agreed that all payments payable by or on behalf of the Company under subsection (a) of this Section 4.02 are assigned by the Issuer to the Trustee for the benefit of the Owners of the Bonds. Each of the Company and ITT Holdings LLC assents to such assignment. The Issuer hereby directs the Company and ITT Holdings LLC and the Company and ITT Holdings LLC hereby agree, to pay to the Trustee at the Principal Office Ordinary Services of the Trustee all payments payable by or on behalf of rendered and its Ordinary Expenses incurred under the Company and/or ITT Holdings LLC pursuant to this subsection. (b) Each of the Company and ITT Holdings LLC agrees that it will also pay: (i) All of the Issuer’s reasonable actual out-of-pocket expenses and costs of issuance in connection with the Bonds and an annual administrative payment payable directly to the Issuer on June 1 of each year in an annual amount equal to 1/10th of 1% of the principal amount of all Bonds Outstanding on January 2 of each year. The administrative payments shall be used for purposes of paying administrative and related costs of the IssuerIndenture, but shall not include Trustee fees incurred by the Issuer, and the Issuer agrees that it will notify the Company in writing prior to March 20th of each calendar year hereafter if it shall not waive such administrative payments for such year and, if these fees are not waived, such written notice shall advise the Company of the amount that is to be paid (not to exceed 1/10 of 1% per annum) the date on which the payment is due, and where such payment is to be remitted. In the event the Company should fail to pay such administrative expenses then due, the payment shall continue as an obligation of the Company until the amount shall have been fully paid, and the company agrees to pay the same with interest thereon (to the extent legally enforceable) at a rate per annum equal to the interest rate in effect from time to time on the Bonds, until paid; and (ii) the reasonable fees and expenses charges of such accountants, consultants, attorneys and other experts as may be engaged by the Issuer, the Administrative Agent or the Trustee to prepare such auditsand any other paying agent for acting as paying agent and as Bond Registrar and the reasonable fees of Trustee’s Counsel as provided in the Indenture, financial statements or opinions or provide such other services as are reasonably required under this Agreementand when the same become due, the Indenture or the Tax Regulatory Agreement; and and (iii) all taxes the reasonable fees and assessments charges of any type or character charged to the Issuer, the Administrative Agent or to the Trustee affecting the amount available to the Issuer, the Administrative Agent or the Trustee from payments to be received hereunder or in any way arising due to the transactions contemplated hereby (including taxes and assessments assessed or levied by any public agency or governmental authority of whatever character having power to levy taxes or assessments) but excluding any taxes based upon the capital and/or income of the Trustee, the Administrative Agent or any other person other than the Company; provided, however, that the Company shall have the right to protest any such taxes or assessments assessed or levied upon them and that the Company shall have the right to withhold payment of any such taxes or assessments pending disposition of any such protest or contest unless such withholding, protest or contest would materially adversely affect the rights or interests of the Issuer, the Administrative Agent or the Trustee. The forgoing payments shall be billed to the Company and/or ITT Holdings LLC by the Issuer, the Administrative Agent or the Trustee from time to time, together with (x) a statement executed by a duly authorized officer or agent of the Issuer, the Administrative Agent or the Trustee, as the case may be, certifying that the amount billed has been incurred or paid by the Issuer, the Administrative Agent or the Trustee for one or more of Extraordinary Services rendered by it and Extraordinary Expenses incurred by it, as and when the above items, and (y) a copy of the invoice or statement for the amount so incurred or paid. Amounts so billed shall be paid by the Company and ITT Holdings LLC within thirty (30) days after receipt of the b▇▇▇ by the Company or ITT Holdings LLC unless, in the case of expenditures described under clause (iii) above, the Company or ITT Holdings LLC is contesting such amounts in good faithsame become due. (c) The Company and ITT Holdings LLC will also pay In the reasonable fees and expenses event City should fail to make any of the Trustee under payments required in this Section 5.2, the Indenture and all other amounts which may item or installment so in default shall continue as an obligation of City until the amount in default shall have been fully paid. The provisions of this Section 5.2 shall be payable subject to the Trustee under provisions of Section 10.02 of the Indenture, such amounts to be paid directly to the Trustee for the Trustee’s own account as and when such amounts become due and payable8.9. (d) Each It is agreed by the parties hereto that any amounts remaining in the Bond Fund upon expiration or earlier termination of the Company and ITT Holdings LLC covenantsAgreement Term, for the benefit as provided in this Agreement, after payment in full of the Owners Bonds (or provision for payment thereof having been made in accordance with the provisions of the Bonds, to pay or cause to be paid, to the Trustee, such amounts as shall be necessary to enable the Trustee to pay the Purchase Price of Bonds delivered to it for purchase, all as more particularly described in Sections 4.01 and 4.02 of the Indenture; provided, however, that the obligation of the Company and ITT Holdings LLC to make any such payment under this Section 4.02(d) shall be reduced by the amount of moneys available for such payment described in Section 4.03(a) of the Indenture; and provided, further, that the obligation of the Company and ITT Holdings LLC to make any payment under this subsection (d) shall be deemed to be satisfied and discharged to the extent of the corresponding payment made by a Credit Provider (if any) under a Credit Facility (if any) or by the Confirming Bank (if any) under the Confirming Letter of Credit (if any). (e) The Company shall promptly notify the Owners and any Prior Owners of any Determination of Taxability. Each of the Company and ITT Holdings LLC covenants, for the benefit of the Owners of the Bonds, to pay or cause to be paid to the Trustee when due any other amounts payable under the Bonds, including, but not limited to the following while the Bonds bear interest at a Bank Rate: (i) In the event of a Determination of Taxability (as defined in the Indenture), and upon demand payment of the Owner or fees and expenses of Trustee and any prior Owner, paying agents in accordance with the Company Indenture shall belong to and ITT Holdings LLC shall pay or cause to be paid to Issuer or City, as agreed by Issuer and City, by Trustee as the Trustee return of an overpayment of payments. If agreement is not reached, such additional amount as moneys shall be necessary to provide that interest on the Bonds shall have been payable at the Taxable Adjusted LIBOR Rate (as defined in the Indenture) from the Date of Taxability (as defined in the Indenture). The Company shall promptly notify the Owners and any Prior Owners of any Determination of Taxability. (ii) Upon a Determination of Non De Minimis Exception Status (as defined in the Indenture), and upon demand of the Owner or any prior Owner, the Company shall pay or cause to be paid to the Trustee such additional amounts as shall be necessary to provide that interest on the Bonds shall have been payable at the Adjusted Non De Minimis Exception Status (as defined in the Indenture)Issuer. (iii) Upon a Determination of Taxability or a Determination of Non de Minimis Exception Status, the Company and ITT Holdings LLC shall also pay or cause to be paid to the Trustee upon demand of such Owner or prior Owner any taxes, interest, penalties or other charges assessed against or payable by such Owner or prior Owner and attributable to such Determination of Taxability or a determination of Non De Minimis Exception Status and all reasonable administrative, out of pocket and other expenses incurred by such Owner or prior Owner which are attributable to such event, including, without limitation, the costs incurred by such Owner or prior Owner to amend any of its tax returns, notwithstanding the repayment of the entire principal amount of the Bonds or any transfer or assignment of the Bonds. (iv) If there is any Change in Law (as defined in the Revolving Credit Agreement) that increases the cost to the Bank holding the Bonds, then the Company and ITT Holdings LLC shall pay or cause to be paid to the Trustee such additional costs incurred or reduction suffered in accordance with Section 4.11 of the Revolving Credit Agreement, which section is incorporated herein by reference.

Amounts Payable. (a) The Company hereby covenants and agrees to Borrower shall repay the loan, Loan in installments payable to the Trustee as follows: on or before any Interest Payment Date for : (i) the Bonds or any other date that any payment of interest, premium, if any, or principal or Purchase Price is required to be made in respect of the Bonds pursuant to the Indenture, until the principal of, premium, if any, and interest Loan shall be repaid annually on the Bonds shall have been fully paid or provision for the payment thereof shall have been made Principal Payment Dates, in accordance with the schedule set forth in Exhibit A-2 attached hereto and made a part hereof, as the same may be amended or modified by any credits applicable to the Borrower as set forth in the Bond Indenture; (ii) the Interest Portion described in clause (i) of the definition thereof shall be paid semiannually on the Interest Payment Dates, in immediately available fundsaccordance with the schedule set forth in Exhibit A-2 attached hereto and made a part hereof, a sum which, together with as the same may be amended or modified by any other moneys available for such payment credits applicable to the Borrower as set forth in any account the Bond Indenture; and (iii) the Interest Portion described in clause (ii) of the definition thereof shall be paid upon the date of optional redemption or acceleration, as the case may be, of the I-Bank Bonds allocable to any prepaid or accelerated I-Bank Bond FundLoan Repayment. The obligations of the Borrower under the Borrower Bond shall be deemed to be amounts payable under this Section 3.03. Each Loan Repayment, will enable whether satisfied through a direct payment by the Borrower to the Trustee or (with respect to the Interest Portion) through the use of I-Bank Bond proceeds and income thereon on deposit in the Interest Account (as defined in the Bond Indenture) to pay the amount payable on such date as Purchase Price or principal of (whether at maturity or upon redemption or acceleration or otherwise), premium, if any, and interest on the Bonds I-Bank Bonds, shall be deemed to be a credit against the corresponding obligation of the Borrower under this Section 3.03 and shall fulfill the Borrower’s obligation to pay such amount hereunder and under the Borrower Bond. Each payment made to the Trustee pursuant to this Section 3.03 shall be applied first to the Interest Portion then due and payable, second to the principal of the Loan then due and payable, third to the payment of the Administrative Fee, and finally to the payment of any late charges hereunder. (b) The Interest on the Loan described in clause (iii) of the definition thereof (i) shall consist of a late charge that is applicable to any I-Bank Bond Loan Repayment that is received by the Trustee on any date subsequent to its due date and (ii) shall be payable concurrently with the payment of such I-Bank Bond Loan Repayment in an amount calculated as provided in follows: Such late charge shall equal the Indenturegreater of twelve percent (12%) per annum or the Prime Rate plus one-half of one percent (0.50%) per annum with respect to the remaining outstanding principal amount of the Loan, from the applicable due date with respect to such I-Bank Bond Loan Repayment to the date it is actually paid; provided, however, that the obligation rate of Interest on the Company to make Loan, including, without limitation, any late payment charges incurred hereunder shall be deemed satisfied and discharged as calculated pursuant to the extent of the corresponding payment made by a Credit Provider (if any) to the Trustee under a Credit Facility (if any) or by the Confirming Bank (if any) under the Confirming Letter of Credit (if any). While the Bonds bear interest at a Bank Rateterms hereof, each of the Company and ITT Holdings LLC agrees to pay (or cause to pay) the Purchase Price on the Bonds when due pursuant to Sections 4.01 and 4.02 of the Indenture. It is understood and agreed that all payments payable by or on behalf of the Company under subsection (a) of this Section 4.02 are assigned by the Issuer to the Trustee for the benefit of the Owners of the Bonds. Each of the Company and ITT Holdings LLC assents to such assignment. The Issuer hereby directs the Company and ITT Holdings LLC and the Company and ITT Holdings LLC hereby agree, to pay to the Trustee at the Principal Office of the Trustee all payments payable by or on behalf of the Company and/or ITT Holdings LLC pursuant to this subsection. (b) Each of the Company and ITT Holdings LLC agrees that it will also pay: (i) All of the Issuer’s reasonable actual out-of-pocket expenses and costs of issuance in connection with the Bonds and an annual administrative payment payable directly to the Issuer on June 1 of each year in an annual amount equal to 1/10th of 1% of the principal amount of all Bonds Outstanding on January 2 of each year. The administrative payments shall be used for purposes of paying administrative and related costs of the Issuer, but shall not include Trustee fees incurred by exceed the Issuer, and the Issuer agrees that it will notify the Company in writing prior to March 20th of each calendar year hereafter if it shall not waive such administrative payments for such year and, if these fees are not waived, such written notice shall advise the Company of the amount that is to be paid (not to exceed 1/10 of 1% per annum) the date on which the payment is due, and where such payment is to be remitted. In the event the Company should fail to pay such administrative expenses then due, the payment shall continue as an obligation of the Company until the amount shall have been fully paid, and the company agrees to pay the same with interest thereon (to the extent legally enforceable) at a rate per annum equal to the maximum interest rate in effect from time to time on the Bonds, until paid; and (ii) the reasonable fees and expenses of such accountants, consultants, attorneys and other experts as may be engaged permitted by the Issuer, the Administrative Agent or the Trustee to prepare such audits, financial statements or opinions or provide such other services as are reasonably required under this Agreement, the Indenture or the Tax Regulatory Agreement; and (iii) all taxes and assessments of any type or character charged to the Issuer, the Administrative Agent or to the Trustee affecting the amount available to the Issuer, the Administrative Agent or the Trustee from payments to be received hereunder or in any way arising due to the transactions contemplated hereby (including taxes and assessments assessed or levied by any public agency or governmental authority of whatever character having power to levy taxes or assessments) but excluding any taxes based upon the capital and/or income of the Trustee, the Administrative Agent or any other person other than the Company; provided, however, that the Company shall have the right to protest any such taxes or assessments assessed or levied upon them and that the Company shall have the right to withhold payment of any such taxes or assessments pending disposition of any such protest or contest unless such withholding, protest or contest would materially adversely affect the rights or interests of the Issuer, the Administrative Agent or the Trustee. The forgoing payments shall be billed to the Company and/or ITT Holdings LLC by the Issuer, the Administrative Agent or the Trustee from time to time, together with (x) a statement executed by a duly authorized officer or agent of the Issuer, the Administrative Agent or the Trustee, as the case may be, certifying that the amount billed has been incurred or paid by the Issuer, the Administrative Agent or the Trustee for one or more of the above items, and (y) a copy of the invoice or statement for the amount so incurred or paid. Amounts so billed shall be paid by the Company and ITT Holdings LLC within thirty (30) days after receipt of the b▇▇▇ by the Company or ITT Holdings LLC unless, in the case of expenditures described under clause (iii) above, the Company or ITT Holdings LLC is contesting such amounts in good faithlaw. (c) The Company and ITT Holdings LLC will also pay the reasonable fees and expenses Borrower shall receive, as a credit against its semiannual payment obligations of the Trustee Interest Portion, the amounts, if any, certified by the I-Bank pursuant to Section 5.10 of the Bond Indenture. Such amounts shall represent the Borrower’s allocable share of the interest earnings on certain funds and accounts established under the Indenture Bond Indenture, as calculated and all other amounts which may be payable to the Trustee under determined in accordance with Section 10.02 5.10 of the Bond Indenture, such amounts to be paid directly to the Trustee for the Trustee’s own account as and when such amounts become due and payable. (d) Each In accordance with the provisions of the Company and ITT Holdings LLC covenantsBond Indenture, for the benefit Borrower shall receive, as a credit against its I-Bank Bond Loan Repayments, the amounts, if any, set forth in the certificate of the Owners of the Bonds, to pay or cause to be paid, to the Trustee, such amounts as shall be necessary to enable I-Bank filed with the Trustee pursuant to pay the Purchase Price of Bonds delivered to it for purchase, all as more particularly described in Sections 4.01 and 4.02 of the Indenture; provided, however, that the obligation of the Company and ITT Holdings LLC to make any such payment under this Section 4.02(d) shall be reduced by the amount of moneys available for such payment described in Section 4.03(a5.02(4) of the Bond Indenture; and provided, further, that the obligation of the Company and ITT Holdings LLC to make any payment under this subsection (d) shall be deemed to be satisfied and discharged to the extent of the corresponding payment made by a Credit Provider (if any) under a Credit Facility (if any) or by the Confirming Bank (if any) under the Confirming Letter of Credit (if any). (e) The Company shall promptly notify Interest on the Owners and any Prior Owners of any Determination of Taxability. Each Loan described in clause (ii) of the Company and ITT Holdings LLC covenants, for definition thereof shall be paid by the benefit Borrower in the amount of one-half of the Owners of the BondsAdministrative Fee, to pay or cause to be paid if any, to the Trustee when due any other amounts payable under the Bondssemiannually on each February 1 and August 1, includingcommencing August 1, but not limited to the following while the Bonds bear interest at a Bank Rate:2022. (if) In the event of a Determination of Taxability (The “DEP Loan Surcharge or Loan Origination Fee” as defined in Section 8 of Exhibit B attached hereto and made a part hereof, as additionally identified in Exhibit A-2 attached hereto and made a part hereof, (the Indenture), and upon demand of the Owner or any prior Owner, the Company and ITT Holdings LLC “DEP Fee”) shall pay or cause to be paid by the Borrower to the Trustee on the date indicated therein in satisfaction of the payment obligation of the Borrower to the Department, and the obligation of the Borrower with respect to the payment of such additional amount as DEP Fee shall be necessary to provide that interest on the Bonds shall have been payable at the Taxable Adjusted LIBOR Rate (as defined in the Indenture) from the Date of Taxability (as defined in the Indenture). The Company shall promptly notify the Owners and any Prior Owners of any Determination of Taxability. (ii) Upon a Determination of Non De Minimis Exception Status (as defined in the Indenture), and upon demand an obligation of the Owner or any prior Owner, Borrower under the Company shall pay or cause to be paid to the Trustee such additional amounts as shall be necessary to provide that interest on the Bonds shall have been Borrower Bond and an amount payable at the Adjusted Non De Minimis Exception Status (as defined in the Indenture). (iii) Upon a Determination of Taxability or a Determination of Non de Minimis Exception Status, the Company and ITT Holdings LLC shall also pay or cause to be paid to the Trustee upon demand of such Owner or prior Owner any taxes, interest, penalties or other charges assessed against or payable by such Owner or prior Owner and attributable to such Determination of Taxability or a determination of Non De Minimis Exception Status and all reasonable administrative, out of pocket and other expenses incurred by such Owner or prior Owner which are attributable to such event, including, without limitation, the costs incurred by such Owner or prior Owner to amend any of its tax returns, notwithstanding the repayment of the entire principal amount of the Bonds or any transfer or assignment of the Bonds. (iv) If there is any Change in Law (as defined in the Revolving Credit Agreement) that increases the cost to the Bank holding the Bonds, then the Company and ITT Holdings LLC shall pay or cause to be paid to the Trustee such additional costs incurred or reduction suffered in accordance with Section 4.11 of the Revolving Credit Agreement, which section is incorporated herein by reference.pursuant