OR THERETO OR IN CONNECTION HEREWITH OR
THEREWITH.
IN ADDITION, THE BORROWER SHALL PAY ANY AND ALL PRESENT AND FUTURE
STAMP, DOCUMENTARY TRANSFER, EXCISE, PROPERTY, AND OTHER SIMILAR TAXES PAYABLE
OR DETERMINED TO BE PAYABLE IN CONNECTION WITH THE EXECUTION, DELIVERY OR
ENFORCEMENT OF THIS AGREEMENT, ANY LOAN DOCUMENT, OR OTHERWISE WITH RESPECT TO
OR IN CONNECTION WITH ANY LOAN DOCUMENT, OR THE MAKING OF ANY LOAN (OTHER THAN
TAXES BASED ON THE NET INCOME OF THE LENDERS), AND AGREES TO SAVE AND HOLD THE
ADMINISTRATIVE AGENT, THE UK SECURITY TRUSTEE AND EACH LENDER HARMLESS FROM AND
AGAINST ANY AND ALL LIABILITIES WITH RESPECT TO OR RESULTING FROM ANY DELAY BY
THE BORROWER IN PAYING, OR OMISSION BY THE BORROWER TO PAY, SUCH TAXES.
ANY
PORTION OF THE FOREGOING FEES,
COSTS AND EXPENSES WHICH REMAINS UNPAID MORE
THAN THIRTY (30) DAYS FOLLOWING THE ADMINISTRATIVE AGENT'S, THE UK SECURITY
TRUSTEE'S, ANY AGENTS' OR ANY LENDER'S STATEMENT AND REQUEST FOR PAYMENT THEREOF
SHALL BEAR INTEREST FROM THE DATE THAT THE BORROWER RECEIVES SUCH STATEMENT AND
REQUEST TO THE DATE OF PAYMENT, FOR THE FIRST 10 DAYS AT THE BASE RATE, AND
THEREAFTER AT THE DEFAULT RATE.
SUBJECT TO SECTION 4.7, THE BORROWER WILL
INDEMNIFY AND HOLD HARMLESS THE ADMINISTRATIVE AGENT, THE UK SECURITY TRUSTEE,
EACH AGENT AND EACH LENDER AND EACH DIRECTOR, OFFICER, EMPLOYEE, PARTNER,
ADVISOR, AGENT, ATTORNEY, TRUSTEE AND AFFILIATE OF THE ADMINISTRATIVE AGENT, THE
UK SECURITY TRUSTEE, EACH AGENT AND EACH LENDER (EACH SUCH PERSON AN
"INDEMNIFIED PARTY") FROM AND AGAINST ALL LOSSES, CLAIMS, DAMAGES, PENALTIES,
OBLIGATIONS (INCLUDING REMOVAL OR REMEDIAL ACTIONS), EXPENSES OR LIABILITIES
WHICH ARISE OUT OF, IN ANY WAY RELATE TO, OR RESULT FROM THE TRANSACTIONS
CONTEMPLATED BY THIS AGREEMENT OR
142
ANY OF THE OTHER LOAN DOCUMENTS AND TO REIMBURSE EACH INDEMNIFIED PARTY UPON
THEIR DEMAND, FOR ANY ATTORNEY COSTS INCURRED IN CONNECTION WITH INVESTIGATING,
PREPARING TO DEFEND OR DEFENDING ANY SUCH LOSS, CLAIM, DAMAGE, LIABILITY, ACTION
OR CLAIM; PROVIDED, HOWEVER, (A) THAT NO INDEMNIFIED PARTY SHALL HAVE THE RIGHT
TO BE SO INDEMNIFIED HEREUNDER FOR ANY LOSS, CLAIM, DAMAGE, PENALTIES,
OBLIGATIONS, EXPENSE OR LIABILITY TO THE EXTENT IT ARISES OR RESULTS FROM THE
GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OR BAD FAITH OF SUCH INDEMNIFIED PARTY AS
FINALLY DETERMINED BY A COURT OF COMPETENT JURISDICTION AND (B) THAT NOTHING
CONTAINED HEREIN SHALL AFFECT THE OBLIGATIONS AND LIABILITIES OF THE LENDERS TO
THE BORROWER CONTAINED HEREIN.
IF ANY ACTION, SUIT OR PROCEEDING ARISING FROM
ANY OF THE FOREGOING IS BROUGHT AGAINST THE ADMINISTRATIVE AGENT, THE UK
SECURITY TRUSTEE, ANY AGENT, ANY LENDER OR ANY OTHER INDEMNIFIED PARTY, THE
BORROWER WILL, IF REQUESTED BY THE ADMINISTRATIVE AGENT, THE UK SECURITY
TRUSTEE, ANY AGENT, ANY LENDER OR ANY SUCH INDEMNIFIED PARTY, RESIST AND DEFEND
SUCH ACTION, SUIT OR PROCEEDING OR CAUSE THE SAME TO BE RESISTED AND DEFENDED BY
COUNSEL REASONABLY SATISFACTORY TO THE PERSON OR PERSONS INDEMNIFIED OR INTENDED
TO BE INDEMNIFIED.
EACH INDEMNIFIED PARTY SHALL, UNLESS THE ADMINISTRATIVE
AGENT, THE UK SECURITY TRUSTEE, AN AGENT, A