THEREWITH, INCLUDING WITHOUT LIMITATION, THE REASONABLE FEES AND OUT-OF-POCKET
EXPENSES OF WINSTON & STRAWN LLP, SPECIAL COUNSEL TO THE ADMINISTRATIVE AGENT
AND THE UK SECURITY TRUSTEE, AND ANY LOCAL COUNSEL RETAINED BY THE
ADMINISTRATIVE AGENT RELATIVE THERETO OR THE REASONABLE ALLOCATED COSTS OF STAFF
COUNSEL AS WELL AS THE FEES AND OUT-OF-POCKET EXPENSES OF COUNSEL, INDEPENDENT
PUBLIC ACCOUNTANTS AND OTHER OUTSIDE EXPERTS RETAINED BY THE ADMINISTRATIVE
AGENT OR THE UK SECURITY TRUSTEE IN CONNECTION WITH THE ADMINISTRATION OF THIS
AGREEMENT AND THE OTHER LOAN DOCUMENTS, AND ALL SEARCH FEES, APPRAISAL FEES AND
EXPENSES, TITLE INSURANCE POLICY FEES, COSTS AND EXPENSES AND FILING AND
RECORDING FEES AND ALL COSTS AND EXPENSES (INCLUDING, WITHOUT LIMITATION,
ATTORNEY COSTS), IF ANY, OF THE ADMINISTRATIVE AGENT, THE UK SECURITY TRUSTEE
AND THE LENDERS IN CONNECTION WITH THE ENFORCEMENT OF THIS AGREEMENT, ANY OF THE
LOAN DOCUMENTS OR ANY OTHER AGREEMENT FURNISHED PURSUANT HERETO 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 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
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INDEMNIFIED PARTY SHALL HAVE THE RIGHT TO BE SO INDEMNIFIED HEREUNDER FOR ANY
LOSS, CLAIM, DAMAGE, PENALTIES, OBLIGATIONS, EXPENSE OR LIABILITY TO THE