AND DELEGATE BY
THE FINANCE DOCUMENTS OR BY LAW; AND
(III)
ANY DEFAULT BY ANY OBLIGOR IN THE PERFORMANCE OF ANY OF
THE OBLIGATIONS EXPRESSED TO BE ASSUMED BY IT IN THE FINANCE DOCUMENTS.
(B)
THE SECURITY TRUSTEE MAY, IN PRIORITY TO
ANY PAYMENT TO THE SECURED PARTIES, INDEMNIFY ITSELF OUT OF THE CHARGED PROPERTY
IN RESPECT OF, AND PAY AND RETAIN, ALL SUMS NECESSARY TO GIVE EFFECT TO THE
INDEMNITY IN THIS CLAUSE 18.4 AND SHALL HAVE A LIEN ON THE TRANSACTION SECURITY
AND THE PROCEEDS OF THE ENFORCEMENT OF THE TRANSACTION SECURITY FOR ALL MONIES
PAYABLE TO IT.
19.
MITIGATION BY THE LENDERS
19.1
MITIGATION
(A)
EACH FINANCE PARTY SHALL, IN
CONSULTATION WITH THE PARENT, TAKE ALL REASONABLE STEPS TO MITIGATE ANY
CIRCUMSTANCES WHICH ARISE AND WHICH WOULD RESULT IN ANY AMOUNT BECOMING PAYABLE
UNDER OR PURSUANT TO, OR CANCELLED PURSUANT TO, ANY OF CLAUSE 11.1 (ILLEGALITY
OF A LENDER) (OR, IN RESPECT OF THE ISSUING BANK, CLAUSE 11.2 (ILLEGALITY IN
RELATION TO ISSUING BANK)), CLAUSE 16 (TAX GROSS-UP AND INDEMNITIES) OR
CLAUSE 17 (INCREASED COSTS) OR PARAGRAPH 3 OF SCHEDULE 4
53
(MANDATORY COST FORMULAE) INCLUDING (BUT NOT LIMITED TO) TRANSFERRING ITS RIGHTS
AND OBLIGATIONS UNDER THE FINANCE DOCUMENTS TO ANOTHER AFFILIATE OR FACILITY
OFFICE.
(B)
PARAGRAPH (A) ABOVE DOES NOT IN ANY WAY
LIMIT THE OBLIGATIONS OF ANY OBLIGOR UNDER THE FINANCE DOCUMENTS.
19.2
LIMITATION OF LIABILITY
(A)
THE PARENT SHALL (OR SHALL PROCURE THAT
AN OBLIGOR WILL) INDEMNIFY EACH FINANCE PARTY FOR ALL COSTS AND EXPENSES
REASONABLY INCURRED BY THAT FINANCE PARTY AS A RESULT OF STEPS TAKEN BY IT UNDER
CLAUSE 19.1 (MITIGATION).
(B)
A FINANCE PARTY IS NOT OBLIGED TO TAKE
ANY STEPS UNDER CLAUSE 19.1 (MITIGATION) IF, IN THE OPINION OF THAT FINANCE
PARTY (ACTING REASONABLY), TO DO SO MIGHT BE PREJUDICIAL TO IT.
20.
COSTS AND EXPENSES
20.1
TRANSACTION EXPENSES
The Parent shall promptly on demand pay (or shall procure that an Obligor will
pay) the Facility Agent, the Arranger and the Security Trustee the amount of all
costs and expenses (including legal fees) reasonably incurred by any of them in
connection with the negotiation, preparation, printing, execution, syndication
and perfection of:
(A)
THIS AGREEMENT AND ANY OTHER DOCUMENTS
REFERRED TO IN THIS AGREEMENT AND THE TRANSACTION SECURITY; AND
(B)
ANY OTHER FINANCE DOCUMENTS EXECUTED
AFTER THE DATE OF THIS AGREEMENT.
20.2
AMENDMENT COSTS
If (a) an Obligor requests an amendment, waiver or consent or (b) an amendment
is required pursuant to Clause 33.9 (Change of currency), the Parent shall,
within three Business Days of demand, reimburse (or procure reimbursement of)
each of the Facility Agent and the Security Trustee for the amount of all costs
and expenses (including legal fees) reasonably incurred by the Facility Agent
and the Security Trustee in responding to, evaluating, negotiating or complying
with that request or requirement.
20.3
ENFORCEMENT AND PRESERVATION COSTS
The Parent shall, within three Business Days of demand, pay (or procure payment)
to each Secured Party and the Arranger the amount