Common use of Expenses and Indemnities Clause in Contracts

Expenses and Indemnities. 18.1 The Borrower undertakes to indemnify the Bank on demand in respect of all costs, charges and expenses including, without limitation, legal fees and survey fees (together with value added tax or any similar tax thereon) incurred by the Bank in connection with the negotiation, preparation, printing, execution and registration of each of the Security Documents and any other document referred to therein and the completion of the transaction therein contemplated. 18.2 The Borrower undertakes to indemnify the Bank on demand in respect of the charges and expenses including, without limitation, legal fees (together with value added tax or any similar tax thereon) incurred by the Bank in connection with the consideration and/or implementation of any subsequently agreed variation to any of the Security Documents and the exercise or enforcement or attempted or contemplated exercise or enforcement against any Obligor of, or the reservation or preservation or attempted or contemplated reservation or preservation of any rights, powers, privileges, remedies or securities under, any one or more of the Security Documents. 18.3 The Borrower undertakes to indemnify the Bank on demand against any and all stamp, registration and similar Taxes which may be payable in any jurisdiction in connection with the entry into, performance and enforcement of this Agreement and the other Security Documents. 18.4 Without prejudice to the entitlement of the Bank pursuant to the terms of Clauses 6 and 15 the Borrower shall indemnify the Bank against any loss and/or expense (including legal expenses) which it may sustain or incur as a consequence of:- (A) any default in repayment of the Loan (or any part thereof) or in payment of interest accrued thereon or any other amount payable pursuant to the terms of one or more of the Security Documents; or (B) the occurrence of any other Event of Default or of any prepayment of the Loan or any part thereof otherwise than in accordance with the terms of this Agreement; or (C) the Advance not being drawn in accordance with a Utilisation Request relating thereto as a result of the occurrence of an Event of Default or Possible Event of Default; or (D) the Advance not being disbursed as a result of any Condition Precedent not having been complied with to the satisfaction of the Bank, including (but without limitation) all relevant Break Costs. 18.5 The Borrower shall indemnify the Bank against all losses, premiums, penalties, costs and expenses whatsoever incurred by the Bank in connection howsoever with any interest rate "swap", "cap" or other transaction entered into or to be entered into by the Bank at the Borrower's request at any time and from time to time with any counterparty during the Loan Period the ultimate commercial purpose of which is to limit or offset the exposure of the Borrower to future increases of floating interest rates in connection howsoever with this Agreement. 18.6 If any sum due from the Borrower under any of the Security Documents or any order or judgment given or made in relation thereto has to be converted from the currency ("the first currency") in which the same is payable hereunder or under such order or judgment into another currency ("the second currency") for the purpose of (i) making or filing a claim or proof against the Borrower, (ii) obtaining an order of judgment in any court or tribunal or (iii) enforcing any order or judgment given or made in relation to any of the Security Documents, the Borrower shall indemnify and hold harmless the Bank from and against any damages or losses suffered as a result of any discrepancy between (a) the rate of exchange used for such purpose to convert the sum in question from the first currency into the second currency and (b) the rate or rates of exchange at which the Bank may in the ordinary course of business purchase the first currency with the second currency upon receipt of a sum paid to it in satisfaction, in whole or in part, of any such order, judgment, claim or proof. 18.7 The indemnities contained in this Clause 18 shall apply irrespective of any indulgence granted to the Borrower from time to time and shall continue in full force and effect notwithstanding any payment in favour of the Bank and any amount due from the Borrower under this Clause 18 will be due as a separate debt and shall not be affected by judgment being obtained for any other sums due or in respect of one or more of the Security Documents.

Expenses and Indemnities. 18.1 The Borrower undertakes (a) Parent and the Existing Guarantor agree, jointly and severally, upon consummation of the transactions hereby contemplated, to indemnify pay the Bank on demand in respect of all costs, charges and expenses including, without limitation, reasonable legal fees and survey fees (together with value added tax or any similar tax thereon) of the Purchasers’ special counsel incurred by the Bank in connection with the negotiation, preparationpreparation and execution of this Agreement, printingthe other Financing Documents, execution and registration the respective Offered Securities being acquired by Purchaser, but in no event more than $125,000 for counsel to the A-2 Purchasers and $75,000 for counsel to the A-1 Purchaser. (b) Following the Closing, Parent and each Guarantor, jointly and severally, agree to pay, and defend and save Purchasers harmless against liability for the payment of, all reasonable actual out-of-pocket expenses (including reasonable attorneys fees), in each case upon the presentation of each reasonably detailed statements, incurred with respect to the enforcement, attempted enforcement, or workout of any provision of this Agreement, the Offered Securities, or any of the Security Documents and other Financing Documents, or any other document referred to therein and amendments or waivers requested by Parent or any Guarantor (whether the completion of the transaction therein contemplated. 18.2 The Borrower undertakes to indemnify the Bank on demand same become effective) under or in respect of the charges any such agreement or instrument, and all expenses including, without limitation, legal fees (together with value added tax or any similar tax thereon) incurred by the Bank in connection with the consideration and/or implementation preparation of any subsequently agreed variation to any of the Security Documents such agreements and the exercise or enforcement or attempted or contemplated exercise or enforcement against any Obligor of, or the reservation or preservation or attempted or contemplated reservation or preservation of any rights, powers, privileges, remedies or securities under, any one or more of the Security Documents. 18.3 The Borrower undertakes to indemnify the Bank on demand against any instruments and all stamp, registration and similar Taxes transfer taxes which may be payable in respect of the execution and delivery of such agreements or instruments, or the issuance, delivery, or purchase by Purchaser of any jurisdiction Offered Securities, and the reasonable fees and expenses of special counsel to Purchasers retained in connection with such agreements and instruments, and the entry intotransactions hereby and thereby contemplated, performance and including the enforcement of any provision hereof or thereof, and any such amendments or waivers and the costs and expenses of Purchasers incurred in connection with any aspect of any bankruptcy case of Parent, a Guarantor or any of their respective Subsidiaries, whether voluntary or involuntary, and whether seeking reorganization or liquidation. (c) Unless otherwise specifically provided herein, any and all payments by Parent under this Agreement and or under the other Security Documents. 18.4 Without prejudice to the entitlement of the Bank pursuant to the terms of Clauses 6 and 15 the Borrower Notes shall indemnify the Bank against any loss and/or expense (including legal expenses) which it may sustain or incur as a consequence of:- (A) any default in repayment of the Loan (or any part thereof) or in payment of interest accrued thereon or any other amount payable pursuant to the terms of one or more of the Security Documents; or (B) the occurrence be made net of any and all present or future taxes, levies, deductions, or withholdings, additions to tax, interest, penalties and all other Event of Default liabilities with respect thereto, excluding net income, franchise or of any prepayment of similar taxes imposed or levied on the Loan or any part thereof otherwise than in accordance with the terms of this Agreement; or (C) the Advance not being drawn in accordance with a Utilisation Request relating thereto Holder as a result of a present or former connection between the occurrence Holder and the jurisdiction of an Event the governmental authority imposing such tax or any political subdivision or taxing authority thereof or therein (other than any such connection arising solely from such Holder having executed, delivered or performed its obligations or received a payment under, or enforced, this Agreement) (all such taxes, levies, deductions or withholding, etc. other than excluded taxes referred to as “Taxes”). If any Taxes are required to be withheld or deducted upon conversion of Default or Possible Event of Default; the Notes or (D) the Advance not being disbursed , as a result of a change in Law occurring after the date of this Agreement, upon the issuance of any Condition Precedent not having been complied with PIK Notes, the immediately preceding sentence shall be construed to mean that Parent shall issue and transfer the same number of shares of Conversion Preferred Stock or Common Stock or PIK Notes to each Holder as if no such withholding or deduction were required, but subject to the prior receipt from each Holder of an amount in cash sufficient to allow Parent to satisfy its tax withholding or other obligations with respect thereto, which amount Parent shall pay over to the relevant tax authority or other authority on a timely basis in accordance with applicable laws. Each Holder shall, severally and not jointly, indemnify Parent for the full amount of any withholding taxes imposed on any payments to such Holder made hereunder or under the Notes (including issuance of Conversion Preferred Stock or Common Stock upon conversion of the Notes) to the extent paid by Parent and not reimbursed by such Holder and any penalties and interest and reasonable expenses arising therefrom or with respect thereto (but only to the extent such penalties, interest and expenses were incurred due to such Holder’s failure to provide the relevant tax amount in a timely manner). (d) Parent and each Guarantor further agree, jointly and severally, to indemnify, defend, and save harmless each Purchaser and each Holder and each of their respective officers, directors, employees, and agents from and against any and all actions, causes of action, suits, losses, liabilities, and damages, and expenses (including reasonable attorneys fees and disbursements) in connection therewith (the “Indemnified Liabilities”) incurred by any Purchaser, Holder or any of their respective officers, directors, employees, or agents as a result of, or arising out of, or relating to any of the transactions contemplated hereby, other than with respect to the Combination Agreement, except for any Indemnified Liabilities arising directly and exclusively on account of the gross negligence or willful misconduct of any Purchaser, Holder or any of their respective officers, directors, employees, or agents; provided, however, that, if and to the extent such agreement to indemnify may be unenforceable for any reason, Parent and each Guarantor shall make the maximum contribution to the payment and satisfaction of each of the BankIndemnified Liabilities that shall be permissible under applicable law. In connection with any matter as to which the Purchaser, including (but without limitationany Holder or the other above-specified indemnified parties are entitled to be indemnified hereunder, the Purchaser or the Holder shall endeavor to give written notice thereof in reasonable detail to Parent as soon as practicable, provided that any failure to give such notice shall not vitiate or void the indemnities provided for herein except to the extent such failure has prejudiced Parent’s ability to defend against any claim causing Purchaser or Holder to seek indemnity under this Section 11. The obligations of Parent and each Guarantor under this Section 11.2(d) all relevant Break Costsshall survive the transfer of any Offered Securities and payment of any Note. 18.5 The Borrower shall (e) Section 11.2(d) notwithstanding, with respect to Environmental Claims, Parent and each Guarantor, jointly and severally, agree to defend and indemnify the Bank against all lossesPurchaser and each of its directors, premiumsofficers, employees, agents, and affiliates (each such Person being called an “Indemnitee”) against, and agrees to hold each Indemnitee harmless from, any claims, demands, penalties, fines, liabilities, settlements, damages, costs and expenses whatsoever incurred by (including reasonable attorneys fees, charges, disbursements, consultant’s fees, investigation and laboratory fees, response costs, court costs and litigation expenses) of whatever kind or nature which are asserted against them in their capacities as secured or unsecured creditors of Parent or any of its Subsidiaries arising out of, or in any way relating to, the Bank in connection howsoever violation of, noncompliance with or liability under any interest rate "swap"Environmental Laws applicable to the operations of Parent, "cap" or other transaction entered into any Guarantor, any of their Subsidiaries or to be entered into the their past or presently owned or operated properties, or any orders, requirements, or demands of Governmental Authorities related thereto which are asserted against them in their capacities as secured or unsecured creditors of Parent or any of its Subsidiaries, except to the extent that any of the foregoing are found by a final and nonappealable decision of a court of competent jurisdiction to have resulted from (i) the Bank at gross negligence or willful misconduct of the Borrower's request Indemnitee seeking indemnification therefor, or (ii) the actions or omissions of any Indemnitee at any time and from time to time with any counterparty during the Loan Period the ultimate commercial purpose after such Indemnitee has assumed operation of which is to limit or offset the exposure of the Borrower to future increases of floating interest rates in connection howsoever with this Agreement. 18.6 If any sum due from the Borrower under any of the Security Documents or any order or judgment given or made in relation thereto has to be converted from the currency ("the first currency") in which the same is payable hereunder or under such order or judgment into another currency ("the second currency") for the purpose of (i) making or filing a claim or proof against the Borrower, (ii) obtaining an order of judgment in any court or tribunal or (iii) enforcing any order or judgment given or made in relation taken title to any of the Security Documents, the Borrower shall indemnify and hold harmless the Bank from and against Parent’s or any damages Guarantor’s formerly or losses suffered as a result of any discrepancy between (a) the rate of exchange used for such purpose to convert the sum in question from the first currency into the second currency and (b) the rate then currently owned or rates of exchange at which the Bank may in the ordinary course of business purchase the first currency with the second currency upon receipt of a sum paid to it in satisfaction, in whole or in part, of any such order, judgment, claim or proof. 18.7 The indemnities contained in this Clause 18 shall apply irrespective of any indulgence granted to the Borrower from time to time and operated properties. This indemnity shall continue in full force and effect notwithstanding any payment in favour regardless of the Bank termination of this Agreement and any amount due from the Borrower other Financing Documents. The obligations of Parent and each Guarantor under this Clause 18 will be due as a separate debt Section 11.2(e) shall survive the transfer of any Offered Securities and shall not be affected by judgment being obtained for payment of any other sums due or in respect of one or more of the Security DocumentsNote.

Expenses and Indemnities. 18.1 (a) The Borrower undertakes Issuer agrees to indemnify and hold harmless the Bank on demand in respect of all costsCollateral Agent and its directors, charges officers, employees, agents and expenses including, without limitation, legal fees advisors from and survey fees (together with value added tax or any similar tax thereon) incurred by the Bank in connection with the negotiation, preparation, printing, execution and registration of each of the Security Documents and any other document referred to therein and the completion of the transaction therein contemplated. 18.2 The Borrower undertakes to indemnify the Bank on demand in respect of the charges and expenses including, without limitation, legal fees (together with value added tax or any similar tax thereon) incurred by the Bank in connection with the consideration and/or implementation of any subsequently agreed variation to any of the Security Documents and the exercise or enforcement or attempted or contemplated exercise or enforcement against any Obligor of, or the reservation or preservation or attempted or contemplated reservation or preservation of any rights, powers, privileges, remedies or securities under, any one or more of the Security Documents. 18.3 The Borrower undertakes to indemnify the Bank on demand against any and all stampclaims, registration losses, liabilities, obligations, damages and similar Taxes expenses (including reasonable fees and expenses of counsel) that may be incurred by or asserted or awarded against the Collateral Agent or any such Person (hereinafter the "INDEMNIFICATION AMOUNT") arising out of, related to or in connection with (i) this Agreement or any Subsidiary Guaranty or Collateral Document (including the enforcement of any Subsidiary Guaranty or Collateral Document) or (ii) any refund or adjustment of any amount paid or payable to the Collateral Agent under or in respect of any Subsidiary Guaranty or Collateral Document or any Collateral, or any interest thereon, which may be payable ordered or otherwise required by any Person, except to the extent such claims, losses, liabilities, damages and expenses are found by a court of competent jurisdiction to have resulted from such Person's gross negligence or wilful misconduct. If the Issuer fails to pay on demand the Indemnification Amount, interest will accrue thereon at a rate per annum equal to that specified in Section 1 of the Terms and Conditions of Notes from the scheduled date for payment thereof until the actual date of payment and such interest shall be added to the Indemnification Amount. (b) The Issuer agrees to pay upon demand to the Collateral Agent the amount of any jurisdiction and all reasonable out-of-pocket expenses, including the reasonable fees and expenses of its counsel (and any local counsel) and of any experts and agents, which the Collateral Agent may incur in connection with (i) the entry into, performance and enforcement administration of this Agreement and the other Security Documents. 18.4 Without prejudice Subsidiary Guaranties and Collateral Documents including all filings, fees and other matters relating to the entitlement of the Bank pursuant to the terms of Clauses 6 and 15 the Borrower shall indemnify the Bank against any loss and/or expense (including legal expenses) which it may sustain or incur as a consequence of:- (A) any default in repayment of the Loan (or any part thereof) or in payment of interest accrued thereon or any other amount payable pursuant to the terms of one or more of the Security Documents; or (B) the occurrence of any other Event of Default or of any prepayment of the Loan or any part thereof otherwise than in accordance connection with the terms perfection of this Agreement; or (C) Liens in the Advance not being drawn in accordance with a Utilisation Request relating thereto as a result of the occurrence of an Event of Default or Possible Event of Default; or (D) the Advance not being disbursed as a result of any Condition Precedent not having been complied with to the satisfaction of the Bank, including (but without limitation) all relevant Break Costs. 18.5 The Borrower shall indemnify the Bank against all losses, premiums, penalties, costs and expenses whatsoever incurred by the Bank in connection howsoever with any interest rate "swap", "cap" or other transaction entered into or to be entered into by the Bank at the Borrower's request at any time and from time to time with any counterparty during the Loan Period the ultimate commercial purpose of which is to limit or offset the exposure of the Borrower to future increases of floating interest rates in connection howsoever with this Agreement. 18.6 If any sum due from the Borrower under any of the Security Documents or any order or judgment given or made in relation thereto has to be converted from the currency ("the first currency") in which the same is payable hereunder or under such order or judgment into another currency ("the second currency") for the purpose of (i) making or filing a claim or proof against the BorrowerCollateral, (ii) obtaining an order the custody or preservation of, or the sale of, collection from, or other realisation upon, any of judgment in any court or tribunal or the Collateral, (iii) enforcing any order the exercise or judgment given enforcement (whether through negotiations, legal proceedings or made in relation to otherwise) of any of the Security Documents, rights or remedies of the Borrower shall indemnify and hold harmless Collateral Agent under the Bank from and against any damages Subsidiary Guaranties or losses suffered as a result of any discrepancy between the Collateral Documents or (aiv) the rate failure by any Credit Party or any other Person (other than the Collateral Agent) to perform or observe any of exchange used for such purpose the provisions of the Subsidiary Guaranties, Collateral Documents or any other Credit Document. The Issuer hereby agrees to convert the sum in question from the first currency into the second currency and (b) the rate or rates of exchange at which the Bank may in the ordinary course of business purchase the first currency with the second currency upon receipt of a sum paid to it in satisfaction, in whole or in part, of any such order, judgment, claim or proof. 18.7 The indemnities contained in this Clause 18 shall apply irrespective of any indulgence granted pay to the Borrower Collateral Agent, for its own account, an annual fee in an amount agreed upon by the Issuer and the Collateral Agent from time to time time, which shall be payable by the Issuer annually in advance on the date hereof and shall continue in full force and effect notwithstanding any payment in favour on each anniversary hereof. (c) The obligations of the Bank and any amount due from the Borrower Issuer under this Clause 18 will be due as a separate debt Section 6 shall survive the payment and shall not be affected by judgment being obtained for any other sums due or in respect of one or more performance of the Security Obligations and the termination of this Agreement and all other Credit Documents.

Expenses and Indemnities. 18.1 The (a) Whether or not the transactions contemplated hereby shall be consummated, the Borrower undertakes agrees to indemnify pay: (a) the Bank on demand cost of producing and reproducing this Agreement and other instruments mentioned herein; (b) the reasonable fees, expenses and disbursements of the Agent and its counsel (as well as any outside counsel for the Lenders) incurred in respect connection with the preparation, negotiation and closing of this Agreement and other instruments mentioned herein, each funding hereunder, and all costsamendments, charges modifications, approvals, consents or waivers hereto, thereto, hereunder or thereunder, and (c) all reasonable out-of-pocket expenses including, without limitation, legal (including attorneys’ fees and survey fees (together with value added tax or any similar tax thereoncosts) incurred by the Bank Agent and by each Lender in connection with (i) the negotiationenforcement of this Agreement, preparation, printing, execution and registration of each of the Security Loan Documents and the Notes against the Borrower and/or the Parent Guarantor or the administration thereof after the occurrence and during the continuance of a Default or Event of Default, and (ii) in connection with any workout, amendment, modification, approval, consent or waiver requested by the Borrower or Parent Guarantor, litigation, proceeding or dispute (other document referred to therein than one between two or more Lenders and other than one in which the completion of Borrower commences proceedings against the transaction therein contemplated. 18.2 The Borrower undertakes to indemnify the Bank on demand in respect of the charges and expenses including, without limitation, legal fees (together with value added tax Lenders or any similar tax thereonLender and prevails therein), whether arising hereunder or otherwise, in any way related to the Agent’s or any Lender’s relationship with the Borrower hereunder. The amount of all such expenses shall, if not paid within 30 days of receipt of invoice, until paid, bear interest at the rate applicable to principal hereunder (including any Default Rate) and be an obligation secured by any collateral. After the occurrence and during the continuance of an Event of Default, the Borrower shall pay the costs of any field audit examinations that the Agent or any Lender may conduct in its discretion; provided, however, that the Agent, each Lender and their duly authorized representatives, attorneys and accountants shall use reasonable commercial efforts to share information with one another and otherwise cooperate with on another to limit the number of audits per annum and minimize the expenses incurred by the Bank Servicer in connection with the consideration and/or implementation of any subsequently agreed variation to any of the Security Documents and the exercise audits or enforcement or attempted or contemplated exercise or enforcement against any Obligor of, or the reservation or preservation or attempted or contemplated reservation or preservation of any rights, powers, privileges, remedies or securities under, any one or more of the Security Documentsinspections hereunder. 18.3 (b) The Borrower undertakes further agrees to indemnify and hold harmless the Bank on demand Indemnified Parties from and against any and all stampdamages, registration losses, settlement payments, obligations, liabilities, claims, actions or causes of action, and similar Taxes which may reasonable costs and expenses incurred, suffered, sustained or required to be payable paid by an Indemnified Party by reason of, or resulting from the use of the proceeds of any Credit Loan or any litigation, proceeding, claim or dispute commenced or threatened against the Agent, or any Lender arising out of the transactions contemplated by this Agreement or any other Loan Document unless such damages, losses, settlement payments, obligations or liabilities were caused by the gross negligence or willful misconduct of such Indemnified Party. In any investigation, proceeding or litigation, or the preparation therefor, the Agent and each Lender shall be entitled to select its own counsel and, in addition to the foregoing indemnity, the Borrower agrees to pay promptly the reasonable fees and expenses of such counsel. The covenants of this Section 14 shall survive payment or satisfaction of payment of amounts owing with respect to the Notes. (c) Each of the Parent Guarantor and the Borrower hereby expressly acknowledges that it has been, and will continue to be, solely responsible (and without reliance in any jurisdiction way on the Agent or any Lender) for all tax planning and all consequences associated with, or that in connection with any way result from, the entry into, performance and enforcement of transactions described in this Agreement and the other Security Loan Documents. 18.4 , and that it has been advised by independent professional advisors of its choosing as to such structure and consequences. Without prejudice to limiting the entitlement of the Bank pursuant to the terms of Clauses 6 and 15 the Borrower shall indemnify the Bank against any loss and/or expense (including legal expenses) which it may sustain or incur as a consequence of:- (A) any default in repayment of the Loan (or any part thereof) or in payment of interest accrued thereon or any other amount payable pursuant to the terms of one or more of the Security Documents; or (B) the occurrence of any other Event of Default or of any prepayment of the Loan or any part thereof otherwise than in accordance with the terms of this Agreement; or (C) the Advance not being drawn in accordance with a Utilisation Request relating thereto as a result of the occurrence of an Event of Default or Possible Event of Default; or (D) the Advance not being disbursed as a result of any Condition Precedent not having been complied with to the satisfaction of the Bankforegoing, including (but without limitation) all relevant Break Costs. 18.5 The Borrower shall indemnify the Bank against all losses, premiums, penalties, costs and expenses whatsoever incurred by the Bank in connection howsoever with any interest rate "swap", "cap" or other transaction entered into or to be entered into by the Bank at the Borrower's request at any time and from time to time with any counterparty during the Loan Period the ultimate commercial purpose of which is to limit or offset the exposure each of the Borrower and the Parent Guarantor, on a joint and several basis, agree to future increases of floating interest rates in connection howsoever with this Agreement. 18.6 If any sum due from the Borrower under any of the Security Documents or any order or judgment given or made in relation thereto has to be converted from the currency ("the first currency") in which the same is payable hereunder or under such order or judgment into another currency ("the second currency") for the purpose of (i) making or filing a claim or proof against the Borrower, (ii) obtaining an order of judgment in any court or tribunal or (iii) enforcing any order or judgment given or made in relation to any of the Security Documents, the Borrower shall indemnify and hold harmless each of the Bank Indemnified Parties from and against any damages and all damages, losses, settlement payments, obligations, liabilities, claims, actions or losses suffered as a result causes of action, and reasonable costs and expenses incurred, suffered, sustained or required to be paid by an Indemnified Party by reason of or resulting from any discrepancy between (a) the rate of exchange used for such purpose to convert the sum in question from the first currency into the second currency and (b) the rate or rates of exchange at which the Bank may in the ordinary course of business purchase the first currency with the second currency upon receipt of a sum paid to it in satisfactionlitigation, in whole or in part, of any such order, judgmentproceeding, claim or proof. 18.7 The indemnities contained dispute commenced or threatened against such Indemnified Party arising out of the transactions contemplated by this Agreement and the other Loan Documents; provided, however, that nothing in this Clause 18 Section 14(c) shall apply irrespective of be interpreted to provide any indulgence granted recourse to the Borrower from time to time and shall continue in full force and effect notwithstanding any payment in favour Parent Guarantor for the credit risk of the Bank and any amount due from lessees under the Borrower under this Clause 18 will be due as a separate debt and shall not be affected by judgment being obtained for any other sums due or Leases beyond that level of recourse set forth in respect of one or more of the Security DocumentsParent Guaranty.

Expenses and Indemnities. 18.1 The Whether or not the transactions contemplated hereby shall be consummated, the Borrower undertakes agrees to indemnify pay: (a) the Bank on demand in respect cost of all costsproducing and reproducing this Agreement and other instruments mentioned herein; (b) the reasonable fees, charges expenses and expenses including, without limitation, legal fees disbursements of the Agent and survey fees its counsel (together with value added tax or as well as any similar tax thereonoutside counsel for the Lenders) incurred by the Bank in connection with the negotiation, preparation, printing, execution and registration of each of the Security Documents and any other document referred to therein and the completion of the transaction therein contemplated. 18.2 The Borrower undertakes to indemnify the Bank on demand in respect of the charges and expenses including, without limitation, legal fees (together with value added tax or any similar tax thereon) incurred by the Bank in connection with the consideration and/or implementation of any subsequently agreed variation to any of the Security Documents and the exercise or enforcement or attempted or contemplated exercise or enforcement against any Obligor of, or the reservation or preservation or attempted or contemplated reservation or preservation of any rights, powers, privileges, remedies or securities under, any one or more of the Security Documents. 18.3 The Borrower undertakes to indemnify the Bank on demand against any and all stamp, registration and similar Taxes which may be payable in any jurisdiction in connection with the entry into, performance and enforcement preparation of this Agreement and other instruments mentioned herein, each funding hereunder, the other Security Documents. 18.4 Without prejudice to the entitlement addition or removal of the Bank Collateral pursuant to the terms of Clauses 6 Section 5 and 15 the Borrower shall indemnify the Bank against any loss and/or expense all amendments, modifications, approvals, consents or waivers hereto or hereunder, and (c) all reasonable out-of-pocket expenses (including legal expenses) which it may sustain or incur as a consequence of:- attorneys' fees and costs incurred by the Agent and by each Lender in connection with (A) any default in repayment of the Loan (or any part thereof) or in payment of interest accrued thereon or any other amount payable pursuant to the terms of one or more of the Security Documents; or (Bi) the occurrence of any other Event of Default or of any prepayment of the Loan or any part thereof otherwise than in accordance with the terms enforcement of this Agreement; or (C) , the Advance not being drawn in accordance with a Utilisation Request relating thereto as a result of Loan Documents and the Notes against the Borrower and/or the Parent Guarantor or the administration thereof after the occurrence and during the continuance of a Default or Event of Default, and (ii) in connection with any workout, amendment or waiver requested by the Borrower, the Parent Guarantor or Interpool Limited, litigation, proceeding or dispute (other than one between two or more Lenders and other than one in which the Borrower commences proceedings against the Lenders or any Lender and prevails therein), whether arising hereunder or otherwise, in any way related to the Agent's or any Lender's relationship with the Borrower hereunder. The amount of all such expenses shall, until paid, bear interest at the rate applicable to principal hereunder (including any Default Rate) and be an obligation secured by any collateral. After the occurrence and during the continuance of an Event of Default or Possible Event of Default; or (D) the Advance not being disbursed as a result of any Condition Precedent not having been complied with to the satisfaction of the Bank, including (but without limitation) all relevant Break Costs. 18.5 The Borrower shall indemnify the Bank against all losses, premiums, penalties, costs and expenses whatsoever incurred by the Bank in connection howsoever with any interest rate "swap", "cap" or other transaction entered into or to be entered into by the Bank at the Borrower's request at any time and from time to time with any counterparty during the Loan Period the ultimate commercial purpose of which is to limit or offset the exposure of the Borrower to future increases of floating interest rates in connection howsoever with this Agreement. 18.6 If any sum due from the Borrower under any of the Security Documents or any order or judgment given or made in relation thereto has to be converted from the currency ("the first currency") in which the same is payable hereunder or under such order or judgment into another currency ("the second currency") for the purpose of (i) making or filing a claim or proof against the Borrower, (ii) obtaining an order of judgment in any court or tribunal or (iii) enforcing any order or judgment given or made in relation to any of the Security Documents, the Borrower shall pay the costs of any field audit examinations that the Agent in its discretion may conduct. The Borrower further agrees to indemnify and hold harmless the Bank Indemnified Parties from and against any damages and all damages, losses, settlement payments, obligations, liabilities, claims, actions or losses suffered causes of action, and reasonable costs and expenses incurred, suffered, sustained or required to be paid by an Indemnified Party by reason of or resulting from any litigation, proceeding or dispute commenced or threatened against the Agent, or any Lender arising out of the transactions contemplated hereby unless such damages, losses, settlement payments, obligations or liabilities were caused by the gross negligence or willful misconduct of the Indemnified Party. In any investigation, proceeding or litigation, or the preparation therefor, the Agent shall be entitled to select its own counsel and, to the extent no conflict of interest arises, counsel for the Lenders (being the same counsel as a result of any discrepancy between (acounsel to the Agent) the rate of exchange used for such purpose to convert the sum in question from the first currency into the second currency and (b) the rate or rates of exchange at which the Bank may in the ordinary course of business purchase the first currency with the second currency upon receipt of a sum paid to it in satisfactionand, in whole or in part, of any such order, judgment, claim or proof. 18.7 The indemnities contained in this Clause 18 shall apply irrespective of any indulgence granted addition to the Borrower from time to time and shall continue in full force and effect notwithstanding any payment in favour of the Bank and any amount due from foregoing indemnity, the Borrower under agrees to pay promptly the reasonable fees and expenses of such counsel. The covenants of this Clause 18 will be due as a separate debt and Section 15 shall not be affected by judgment being obtained for any other sums due survive payment or in satisfaction of payment of amounts owing with respect of one or more of to the Security DocumentsNotes.

Expenses and Indemnities. 18.1 (a) The Borrower undertakes to indemnify Borrowers shall reimburse the Bank Lender on demand in respect of for all reasonable costs, expenses, and charges and expenses (including, without limitation, legal fees and survey fees (together with value added tax or any similar tax thereoncharges of external consultants to and legal counsel for the Lender and specifically attributable internal legal and consultant expenses) incurred by the Bank Lender in connection with (i) the negotiation, preparation, printingperformance or enforcement of this Agreement, execution any term sheet or commitment letter related thereto, the Notes and registration the other Facility Documents, and (ii) the Due Diligence of each Lender; provided, however, that such reimbursable sum shall not exceed $250,000 in the aggregate. The Lender shall provide the Bankruptcy Court, the Borrowers, the United States Trustee and any official committee appointed in the Chapter 11 Cases with periodic statements (as frequently as monthly) showing the nature, amount and any balance due in respect of any such fees and expenses incurred by the Lender in accordance herewith. The balance of any such fees and expenses shall be paid by the Borrowers within thirty days after receipt unless a party in interest shall have filed a formal objection thereto with the Bankruptcy Court within such thirty day period. Thereafter, if the parties are unable to reach agreement in respect thereof, a hearing before the Bankruptcy Court solely on the issue of the Security Documents reasonableness of such fees and any other document referred to therein and the completion of the transaction therein contemplatedexpenses will be held. 18.2 (b) The Borrower undertakes Borrowers agree to indemnify the Bank on demand in respect Lender and its directors, officers, partners, employees, representatives, attorneys and agents from, and hold each of them harmless against, any and all losses, liabilities, claims, damages or expenses incurred by any of them arising out of or by reason of any investigation or litigation or other proceedings (including any threatened investigation or litigation or other proceedings) relating to any actual or proposed use by the Borrowers or any Subsidiary of the charges and expenses proceeds of the Loans, or its role with respect to the Chapter 11 Plan, including, without limitation, legal the reasonable fees (together with value added tax or any similar tax thereon) and disbursements of counsel incurred by the Bank in connection with the consideration and/or implementation of any subsequently agreed variation to such investigation or litigation or other proceedings (but excluding any such losses, liabilities, claims, damages or expenses incurred by reason of the Security Documents and the exercise gross negligence or enforcement or attempted or contemplated exercise or enforcement against any Obligor of, or the reservation or preservation or attempted or contemplated reservation or preservation of any rights, powers, privileges, remedies or securities under, any one or more willful misconduct of the Security DocumentsPerson to be indemnified). 18.3 (c) The Borrower undertakes to indemnify the Bank on demand against any and all stamp, registration and similar Taxes which may be payable in any jurisdiction in connection with the entry into, performance and enforcement of this Agreement and the other Security Documents. 18.4 Without prejudice to the entitlement obligations of the Bank pursuant to Borrowers under this Section 11.4 shall survive the terms of Clauses 6 and 15 the Borrower shall indemnify the Bank against any loss and/or expense (including legal expenses) which it may sustain or incur as a consequence of:- (A) any default in repayment of the Loan (or any part thereof) or in payment of interest accrued thereon or any other amount payable pursuant to Obligations and the terms of one or more termination of the Security Documents; or (B) the occurrence of any other Event of Default or of any prepayment of the Loan or any part thereof otherwise than in accordance with the terms of this Agreement; or (C) the Advance not being drawn in accordance with a Utilisation Request relating thereto as a result of the occurrence of an Event of Default or Possible Event of Default; or (D) the Advance not being disbursed as a result of any Condition Precedent not having been complied with to the satisfaction of the Bank, including (but without limitation) all relevant Break CostsCommitments. 18.5 The Borrower shall indemnify the Bank against all losses, premiums, penalties, costs and expenses whatsoever incurred by the Bank in connection howsoever with any interest rate "swap", "cap" or other transaction entered into or to be entered into by the Bank at the Borrower's request at any time and from time to time with any counterparty during the Loan Period the ultimate commercial purpose of which is to limit or offset the exposure of the Borrower to future increases of floating interest rates in connection howsoever with this Agreement. 18.6 If any sum due from the Borrower under any of the Security Documents or any order or judgment given or made in relation thereto has to be converted from the currency ("the first currency") in which the same is payable hereunder or under such order or judgment into another currency ("the second currency") for the purpose of (i) making or filing a claim or proof against the Borrower, (ii) obtaining an order of judgment in any court or tribunal or (iii) enforcing any order or judgment given or made in relation to any of the Security Documents, the Borrower shall indemnify and hold harmless the Bank from and against any damages or losses suffered as a result of any discrepancy between (a) the rate of exchange used for such purpose to convert the sum in question from the first currency into the second currency and (b) the rate or rates of exchange at which the Bank may in the ordinary course of business purchase the first currency with the second currency upon receipt of a sum paid to it in satisfaction, in whole or in part, of any such order, judgment, claim or proof. 18.7 The indemnities contained in this Clause 18 shall apply irrespective of any indulgence granted to the Borrower from time to time and shall continue in full force and effect notwithstanding any payment in favour of the Bank and any amount due from the Borrower under this Clause 18 will be due as a separate debt and shall not be affected by judgment being obtained for any other sums due or in respect of one or more of the Security Documents.

Expenses and Indemnities. 18.1 The Borrower undertakes (a) Dermavant agrees to indemnify reimburse the Bank on Collateral Agent promptly upon demand in respect of all costsfor any costs and expenses (including fees, charges and expenses including, without limitationdisbursements of financial, legal fees and survey fees (together with value added tax other advisors and Other Taxes paid in the name of, or on behalf of, any similar tax thereonParty) that may be incurred by the Bank Collateral Agent in connection with the negotiation, preparation, printingexecution, execution and registration of each of the Security Documents and any other document referred to therein and the completion of the transaction therein contemplated. 18.2 The Borrower undertakes to indemnify the Bank on demand in respect of the charges and expenses includingdelivery, without limitationadministration, legal fees (together with value added tax or any similar tax thereon) incurred by the Bank in connection with the consideration and/or implementation of any subsequently agreed variation to any of the Security Documents and the exercise modification, consent, waiver or enforcement or attempted or contemplated exercise or enforcement against any Obligor of, or the reservation or preservation or attempted or contemplated reservation or preservation taking of any rightsother action (whether through negotiations, powersthrough any work-out, privilegesbankruptcy, remedies restructuring or securities underother legal or other proceeding (including preparation for or response to any subpoena or request for document production relating thereto) or otherwise) in respect of, or legal advice with respect to, its rights or responsibilities under any one or more Transaction Document. This Section 9.8(a) shall survive termination of the Security Documentsthis Agreement. 18.3 The Borrower undertakes (b) Dermavant further agrees to indemnify the Bank on demand Collateral Agent from and against any and all stamp, registration and similar Taxes which Liabilities that may be payable imposed on, incurred by or asserted against the Collateral Agent in any jurisdiction matter relating to or arising out of, in connection with the entry into, performance and enforcement of this Agreement and the other Security Documents. 18.4 Without prejudice to the entitlement of the Bank pursuant to the terms of Clauses 6 and 15 the Borrower shall indemnify the Bank against any loss and/or expense (including legal expenses) which it may sustain or incur as a consequence of:- (A) any default in repayment of the Loan (or any part thereof) or in payment of interest accrued thereon or any other amount payable pursuant to the terms of one or more of the Security Documents; or (B) the occurrence of any other Event of Default or of any prepayment of the Loan or any part thereof otherwise than in accordance with the terms of this Agreement; or (C) the Advance not being drawn in accordance with a Utilisation Request relating thereto as a result of the occurrence of an Event of Default or Possible Event of Default; or (D) the Advance not being disbursed as a result of any Condition Precedent Transaction Document or any other act, event or transaction related, contemplated in or attendant to any such document, or, in each case, any action taken or omitted to be taken by the Collateral Agent under or with respect to any of the foregoing; provided, however, that Dermavant shall not having been complied with be liable to the satisfaction Collateral Agent to the extent such liability has resulted primarily from the gross negligence or willful misconduct of the BankCollateral Agent, including (but without limitationas determined by a court of competent jurisdiction in a final non-appealable judgment or order. This Section 9.8(b) all relevant Break Costs. 18.5 The Borrower shall indemnify the Bank against all losses, premiums, penalties, costs and expenses whatsoever incurred by the Bank in connection howsoever with any interest rate "swap", "cap" or other transaction entered into or to be entered into by the Bank at the Borrower's request at any time and from time to time with any counterparty during the Loan Period the ultimate commercial purpose survive termination of which is to limit or offset the exposure of the Borrower to future increases of floating interest rates in connection howsoever with this Agreement. 18.6 If any sum due from (c) To the Borrower under any of extent that Dermavant does not timely indemnify the Security Documents or any order or judgment given or made in relation thereto has Collateral Agent pursuant to be converted from Section 9.8(b), each Purchaser agrees, severally but not jointly, to indemnify the currency ("the first currency") in which the same is payable hereunder or under such order or judgment into another currency ("the second currency") for the purpose of (i) making or filing a claim or proof against the Borrower, (ii) obtaining an order of judgment in any court or tribunal or (iii) enforcing any order or judgment given or made in relation to any of the Security Documents, the Borrower shall indemnify and hold harmless the Bank Collateral Agent from and against Liabilities that may be imposed on, incurred by or asserted against the Collateral Agent in any damages matter relating to or losses suffered arising out of, in connection with or as a result of any discrepancy between (a) the rate of exchange used for Transaction Document or any other act, event or transaction related, contemplated in or attendant to any such purpose to convert the sum in question from the first currency into the second currency and (b) the rate or rates of exchange at which the Bank may in the ordinary course of business purchase the first currency with the second currency upon receipt of a sum paid to it in satisfactiondocument, or, in whole each case, any action taken or in part, of omitted to be taken by the Collateral Agent under or with respect to any such order, judgment, claim or proof. 18.7 The indemnities contained in this Clause 18 shall apply irrespective of any indulgence granted to the Borrower from time to time and shall continue in full force and effect notwithstanding any payment in favour of the Bank and any amount due from foregoing; provided, however, that the Borrower under this Clause 18 will be due as a separate debt and Purchasers shall not be affected by judgment being obtained for any other sums due liable to the Collateral Agent to the extent such liability has resulted primarily from the gross negligence or in respect of one or more willful misconduct of the Security DocumentsCollateral Agent, as determined by a court of competent jurisdiction in a final non-appealable judgment or order. This Section 9.8(c) shall survive the termination of this Agreement.

Expenses and Indemnities. 18.1 The Whether or not any Loan is made hereunder, the Borrower undertakes agrees to indemnify reimburse the Bank on Agent upon demand in respect of for all costs, charges and reasonable expenses including, without limitation, legal fees and survey fees (together with value added tax paid or any similar tax thereon) incurred by the Agent (including filing and recording costs and reasonable fees and expenses of legal counsel, who may be employees of the Agent) in connection with the preparation, negotiation, execution, delivery, amendment, modification and interpretation of the Loan Documents. The Borrower agrees to pay, and save the Agent and the Banks harmless from all liability for, any stamp or other taxes which may be payable with respect to the execution or delivery of the Loan Documents. The Borrower shall also reimburse the Agent and each Bank upon demand for all reasonable out-of-pocket expenses (including expenses of legal counsel) paid or incurred by the Agent or any Bank in connection with the negotiation, preparation, printing, execution and registration of each of the Security Documents and any other document referred to therein and the completion of the transaction therein contemplated. 18.2 The Borrower undertakes to indemnify the Bank on demand in respect of the charges and expenses including, without limitation, legal fees (together with value added tax or any similar tax thereon) incurred by the Bank in connection with the consideration and/or implementation of any subsequently agreed variation to any of the Security Documents and the exercise or enforcement or attempted or contemplated exercise or enforcement against any Obligor of, or the reservation or preservation or attempted or contemplated reservation or preservation of any rights, powers, privileges, remedies or securities under, any one or more of the Security Documents. 18.3 The Borrower undertakes to indemnify the Bank on demand against any and all stamp, registration and similar Taxes which may be payable in any jurisdiction in connection with the entry into, performance collection and enforcement of this Agreement and any other Loan Document. The Borrower agrees to indemnify and hold the other Security Documents. 18.4 Without prejudice to Banks and the entitlement of the Bank pursuant to the terms of Clauses 6 and 15 the Borrower shall indemnify the Bank against Agent harmless from any loss and/or or expense (including legal expenses) which it may sustain arise or incur as a consequence of:- (A) any default in repayment be created by the acceptance of telephonic or other instructions for making Loans or disbursing the Loan (or any part proceeds thereof) or in payment of interest accrued thereon or any other amount payable pursuant to the terms of one or more of the Security Documents; or (B) the occurrence of any other Event of Default or of any prepayment of the Loan or any part thereof otherwise than in accordance with the terms of this Agreement; or (C) the Advance not being drawn in accordance with a Utilisation Request relating thereto as a result of the occurrence of an Event of Default or Possible Event of Default; or (D) the Advance not being disbursed as a result of any Condition Precedent not having been complied with to the satisfaction of the Bank, including (but without limitation) all relevant Break Costs. 18.5 . The Borrower shall indemnify the Bank against all lossesfurther agrees to defend, premiumsprotect, penalties, costs and expenses whatsoever incurred by the Bank in connection howsoever with any interest rate "swap", "cap" or other transaction entered into or to be entered into by the Bank at the Borrower's request at any time and from time to time with any counterparty during the Loan Period the ultimate commercial purpose of which is to limit or offset the exposure of the Borrower to future increases of floating interest rates in connection howsoever with this Agreement. 18.6 If any sum due from the Borrower under any of the Security Documents or any order or judgment given or made in relation thereto has to be converted from the currency ("the first currency") in which the same is payable hereunder or under such order or judgment into another currency ("the second currency") for the purpose of (i) making or filing a claim or proof against the Borrower, (ii) obtaining an order of judgment in any court or tribunal or (iii) enforcing any order or judgment given or made in relation to any of the Security Documents, the Borrower shall indemnify and hold harmless the Bank Agent and the Banks and their respective Affiliates and the directors, officers, employees, attorneys and agents of the Agent and the Banks and their respective Affiliates (each of the foregoing being an "Indemnitee" and all of the foregoing being collectively the "Indemnitees") from and against any damages and all claims, actions, damages, liabilities, judgments, costs and expenses (including all reasonable fees and disbursements of counsel which may be incurred in the investigation or losses suffered as a result defense of any discrepancy between matter) imposed upon, incurred by or asserted against any Indemnitee, whether direct, indirect or consequential and whether based on any federal, state, local or foreign laws or regulations (including securities laws, environmental laws, commercial laws and regulations), under common law or on equitable cause, or on contract or otherwise: (a) by reason of, relating to or in connection with the rate execution, delivery, performance or enforcement of exchange used for such purpose to convert any Loan Document, any commitments relating thereto, the sum creation of a Lien in question from favor of the first currency into Agent or the second currency and Banks under any Loan Document, or any transaction contemplated by any Loan Document; or (b) the rate or rates of exchange at which the Bank may in the ordinary course of business purchase the first currency with the second currency upon receipt of a sum paid by reason of, relating to it in satisfaction, in whole or in partconnection with any credit extended or used under the Loan Documents or any act done or omitted by any Person thereunder or with respect thereto, or the exercise of any such orderrights or remedies thereunder, judgment, claim or proof. 18.7 The indemnities contained in this Clause 18 shall apply irrespective including the acquisition of any indulgence granted collateral by the Banks by way of foreclosure of the Lien thereon, deed or xxxx of sale in lieu of such foreclosure or otherwise; provided, however, that the Borrower shall not be liable to any Indemnitee for any portion of such claims, damages, liabilities and expenses resulting from such Indemnitee's gross negligence or willful misconduct. In the event this indemnity is unenforceable as a matter of law as to a particular matter or consequence referred to herein, it shall be enforceable to the Borrower from time full extent permitted by law. The foregoing indemnifications apply, without limitation, to time and shall continue any act, omission, event or circumstance existing or occurring on or prior to the later of the Termination Date or the date of payment in full force and effect notwithstanding any payment in favour of the Bank Loans and other obligations under this Agreement, including specifically obligations arising under clause (b) of this Section. The indemnification provisions set forth above shall be in addition to any amount due from liability the Borrower may otherwise have. The obligations of the Borrower under this Clause 18 will be due as a separate debt and Section 11.2 shall not be affected by judgment being obtained for survive any other sums due or in respect termination of one or more of the Security Documentsthis Agreement.

Expenses and Indemnities. 18.1 16.01 The Borrower undertakes to indemnify the Bank on demand in respect of all costs, charges and expenses including, without limitation, legal fees and survey fees (together with value added tax or any similar tax thereon) incurred by the Bank in connection with the negotiation, preparation, printing, execution and registration of each of the Security Documents and any other document referred to therein and the completion of the transaction therein contemplated. 18.2 16.02 The Borrower undertakes to indemnify indemnity the Bank on demand in respect of the charges and expenses including, without limitation, legal fees (together with value added tax or any similar tax thereon) incurred by the Bank in connection with the consideration and/or implementation of any subsequently agreed variation to any of the Security Documents and the exercise or enforcement or attempted or contemplated exercise or enforcement against any Obligor the Borrower of, or the reservation or preservation or attempted or contemplated reservation or preservation of any rights, powers, privileges, remedies or securities under, any one or more of the Security Documents. 18.3 16.03 The Borrower undertakes to indemnify the Bank on demand against any and all stamp, registration and similar Taxes which may be payable in any jurisdiction in connection with the entry into, performance and enforcement of this Agreement and the other Security Documents. 18.4 16.04 Without prejudice to the entitlement of the Bank pursuant to the terms of Clauses 6 Clause 7.04 and 15 the Borrower shall indemnify the Bank against any loss and/or expense (including legal expenses) which it may sustain or incur as a consequence of:-of: (Aa) any default in repayment of the Loan (or any part thereof) or in payment of interest accrued thereon or any other amount payable pursuant to the terms of one or more of the Security Documents; or (Bb) the occurrence of any other Event of Default or of any prepayment of the Loan or any part thereof otherwise than in accordance with the terms of this Agreement; or (Cc) the Advance Loan not being drawn made available on the date specified in accordance with a Utilisation Request relating thereto as a result the Notice of Drawdown pursuant to Clause 5.02 (c) by reason of any of the occurrence applicable conditions precedent not being satisfied including but without limitation all losses (including loss of an Event of Default Margin) premiums and penalties incurred or Possible Event of Default; or to be incurred in liquidating or re-employing deposits made by third parties or funds acquired to effect or maintain the Loan or any part thereof until the next applicable Interest Payment Date (Das the case may be) the Advance not being disbursed as a result date of any Condition Precedent not having been complied with to the satisfaction of the Bank, including (but without limitation) all relevant Break Costsactual payment or prepayment. 18.5 16.05 The Borrower shall indemnify the Bank against all losses, premiums, penalties, costs and expenses whatsoever incurred by the Bank in connection howsoever with any interest rate "“swap"”, "“cap" ”, or other transaction entered into or to be entered into by the Bank at the Borrower's ’s request at any time and from time to time with any counterparty during the Loan Period the ultimate commercial purpose of which is to limit or offset the exposure of the Borrower to future increases of floating interest rates in connection howsoever with this Agreement. 18.6 16.06 If any sum due from the Borrower under this Agreement or any of the Security Documents or under any order or judgment judgement given or made in relation thereto to this Agreement or any of the Security Documents has to be converted from the currency ("“the first currency") in which the same is payable hereunder or under such order or judgment into another currency ("the second currency"”) for the purpose of (i) making or filing a claim or proof against the Borrower, Borrower (ii) obtaining an order of judgment or judgement in any court or other tribunal or (iii) enforcing any order or judgment judgement given or made in relation to this Agreement or any of the Security Documents, the Borrower shall indemnify and hold harmless the Bank from and against any damages or losses loss suffered as a result of any discrepancy between (a) the rate of exchange used for such purpose to convert the sum in question from the first currency into the second currency and (b) the rate or rates of exchange at which the Bank may in the ordinary course of business purchase the first currency with the second currency at the then spot rate of exchange upon receipt of a sum paid to it in satisfaction, in whole or in part, towards satisfaction of any such order, judgmentjudgement, claim or proof. 18.7 The indemnities contained in this Clause 18 shall apply irrespective of any indulgence granted to the Borrower from time to time and shall continue in full force and effect notwithstanding any payment in favour of the Bank and any . Any amount due from payable by the Borrower under this Clause 18 will the indemnity herein contained shall be due as a separate debt and liability of the Borrower thereunder and shall not be affected by judgment judgement being obtained for any other sums due or in respect of one or more of the Security Documents. 16.07 The Bank shall certify to the Borrower any amount due to it under the foregoing provisions of this Clause 16 which certificate shall (save in the case of manifest error) be conclusive and any such amount shall become payable upon receipt of such certificate.

Expenses and Indemnities. 18.1 The Borrower undertakes Whether or not the transactions contemplated hereby shall be consummated, the Borrowers agrees to indemnify pay: (a) the Bank on demand in respect cost of all costsproducing and reproducing this Agreement and other instruments mentioned herein; (b) the reasonable fees, charges expenses and expenses including, without limitation, legal fees disbursements of the Agent and survey fees its counsel (together with value added tax or as well as any similar tax thereonoutside counsel for the Lenders) incurred by the Bank in connection with the negotiation, preparation, printing, execution and registration of each of the Security Documents and any other document referred to therein and the completion of the transaction therein contemplated. 18.2 The Borrower undertakes to indemnify the Bank on demand in respect of the charges and expenses including, without limitation, legal fees (together with value added tax or any similar tax thereon) incurred by the Bank in connection with the consideration and/or implementation of any subsequently agreed variation to any of the Security Documents and the exercise or enforcement or attempted or contemplated exercise or enforcement against any Obligor of, or the reservation or preservation or attempted or contemplated reservation or preservation of any rights, powers, privileges, remedies or securities under, any one or more of the Security Documents. 18.3 The Borrower undertakes to indemnify the Bank on demand against any and all stamp, registration and similar Taxes which may be payable in any jurisdiction in connection with the entry into, performance and enforcement preparation of this Agreement and other instruments mentioned herein, each funding hereunder, the other Security Documents. 18.4 Without prejudice to the entitlement addition or removal of the Bank Collateral pursuant to the terms of Clauses 6 Section 5 and 15 the Borrower shall indemnify the Bank against any loss and/or expense all amendments, modifications, approvals, consents or waivers hereto or hereunder, and (c) all reasonable out-of-pocket expenses (including legal expenses) which it may sustain or incur as a consequence of:- attorneys' fees and costs incurred by the Agent and by each Lender in connection with (A) any default in repayment of the Loan (or any part thereof) or in payment of interest accrued thereon or any other amount payable pursuant to the terms of one or more of the Security Documents; or (Bi) the occurrence of any other Event of Default or of any prepayment of the Loan or any part thereof otherwise than in accordance with the terms enforcement of this Agreement; or (C) , the Advance not being drawn in accordance with a Utilisation Request relating thereto as a result of Loan Documents and the Notes against any Borrower and/or the Parent Guarantor or the administration thereof after the occurrence and during the continuance of a Default or Event of Default, and (ii) in connection with any workout, amendment or waiver requested by any Borrower or the Parent Guarantor, litigation, proceeding or dispute (other than one between two or more Lenders and other than one in which any Borrower commences proceedings against the Lenders or any Lender and prevails therein), whether arising hereunder or otherwise, in any way related to the Agent's or any Lender's relationship with any Borrower hereunder. The amount of all such expenses shall, until paid, bear interest at the rate applicable to principal hereunder (including any Default Rate) and be an obligation secured by any collateral. After the occurrence and during the continuance of an Event of Default or Possible Event of Default; or (D) , the Advance not being disbursed as a result Borrowers shall pay the costs of any Condition Precedent not having been complied with field audit examinations that the Agent in its discretion may conduct. Each Borrower further agrees to the satisfaction of the Bank, including (but without limitation) all relevant Break Costs. 18.5 The Borrower shall indemnify the Bank against all losses, premiums, penalties, costs and expenses whatsoever incurred by the Bank in connection howsoever with any interest rate "swap", "cap" or other transaction entered into or to be entered into by the Bank at the Borrower's request at any time and from time to time with any counterparty during the Loan Period the ultimate commercial purpose of which is to limit or offset the exposure of the Borrower to future increases of floating interest rates in connection howsoever with this Agreement. 18.6 If any sum due from the Borrower under any of the Security Documents or any order or judgment given or made in relation thereto has to be converted from the currency ("the first currency") in which the same is payable hereunder or under such order or judgment into another currency ("the second currency") for the purpose of (i) making or filing a claim or proof against the Borrower, (ii) obtaining an order of judgment in any court or tribunal or (iii) enforcing any order or judgment given or made in relation to any of the Security Documents, the Borrower shall indemnify and hold harmless the Bank Indemnified Parties from and against any damages and all damages, losses, settlement payments, obligations, liabilities, claims, actions or losses suffered causes of action, and reasonable costs and expenses incurred, suffered, sustained or required to be paid by an Indemnified Party by reason of or resulting from any litigation, proceeding or dispute commenced or threatened against the Agent, or any Lender arising out of the transactions contemplated hereby unless such damages, losses, settlement payments, obligations or liabilities were caused by the gross negligence or willful misconduct of the Indemnified Party. In any investigation, proceeding or litigation, or the preparation therefor, the Agent shall be entitled to select its own counsel and, to the extent no conflict of interest arises, counsel for the Lenders (being the same counsel as a result of any discrepancy between (acounsel to the Agent) the rate of exchange used for such purpose to convert the sum in question from the first currency into the second currency and (b) the rate or rates of exchange at which the Bank may in the ordinary course of business purchase the first currency with the second currency upon receipt of a sum paid to it in satisfactionand, in whole or in part, of any such order, judgment, claim or proof. 18.7 The indemnities contained in this Clause 18 shall apply irrespective of any indulgence granted addition to the foregoing indemnity, each Borrower from time agrees to time pay promptly the reasonable fees and expenses of such counsel. The covenants of this Section 15 shall continue in full force and effect notwithstanding any survive payment in favour or satisfaction of payment of amounts owing with respect to the Bank and any amount due from the Borrower under this Clause 18 will be due as a separate debt and shall not be affected by judgment being obtained for any other sums due or in respect of one or more of the Security DocumentsNotes.

Expenses and Indemnities. 18.1 The Whether or not the transactions contemplated hereby shall be consummated, the Borrower undertakes agrees to indemnify pay: (a) the Bank on demand cost of producing and reproducing this Agreement and other instruments mentioned herein; (b) the reasonable fees, expenses and disbursements of the Agent and its counsel (as well as any outside counsel for the Lenders) incurred in respect connection with the preparation, negotiation and closing of this Agreement and other instruments mentioned herein, each funding hereunder, and all costsamendments, charges modifications, approvals, consents or waivers hereto, thereto, hereunder or thereunder, and (c) all reasonable out-of-pocket expenses including, without limitation, legal (including attorneys' fees and survey fees (together with value added tax or any similar tax thereoncosts) incurred by the Bank Agent and by each Lender in connection with (i) the negotiationenforcement of this Agreement, preparation, printing, execution and registration of each of the Security Loan Documents and any other document referred to therein the Notes against the Borrower and/or the Parent Guarantor or the administration thereof after the occurrence and during the completion continuance of the transaction therein contemplated. 18.2 The Borrower undertakes to indemnify the Bank on demand in respect a Default or Event of the charges Default, and expenses including, without limitation, legal fees (together with value added tax or any similar tax thereonii) incurred by the Bank in connection with any workout, amendment, modification, approval, consent or waiver requested by the consideration and/or implementation of any subsequently agreed variation to any of the Security Documents and the exercise Borrower or enforcement Parent Guarantor, litigation, proceeding or attempted or contemplated exercise or enforcement against any Obligor of, or the reservation or preservation or attempted or contemplated reservation or preservation of any rights, powers, privileges, remedies or securities under, any dispute (other than one between two or more of Lenders and other than one in which the Security Documents. 18.3 The Borrower undertakes to indemnify commences proceedings against the Bank on demand against Lenders or any Lender and all stampprevails therein), registration and similar Taxes which may be payable whether arising hereunder or otherwise, in any jurisdiction in connection way related to the Agent's or any Lender's relationship with the entry intoBorrower hereunder. The amount of all such expenses shall, performance and enforcement if not paid within 30 days of this Agreement and receipt of invoice, until paid, bear interest at the other Security Documents. 18.4 Without prejudice rate applicable to the entitlement of the Bank pursuant to the terms of Clauses 6 and 15 the Borrower shall indemnify the Bank against any loss and/or expense principal hereunder (including legal expensesany Default Rate) which it may sustain or incur as a consequence of:- (A) and be an obligation secured by any default in repayment of the Loan (or any part thereof) or in payment of interest accrued thereon or any other amount payable pursuant to the terms of one or more of the Security Documents; or (B) collateral. After the occurrence of any other Event of Default or of any prepayment of and during the Loan or any part thereof otherwise than in accordance with the terms of this Agreement; or (C) the Advance not being drawn in accordance with a Utilisation Request relating thereto as a result of the occurrence continuance of an Event of Default or Possible Event of Default; or (D) the Advance not being disbursed as a result of any Condition Precedent not having been complied with to the satisfaction of the Bank, including (but without limitation) all relevant Break Costs. 18.5 The Borrower shall indemnify the Bank against all losses, premiums, penalties, costs and expenses whatsoever incurred by the Bank in connection howsoever with any interest rate "swap", "cap" or other transaction entered into or to be entered into by the Bank at the Borrower's request at any time and from time to time with any counterparty during the Loan Period the ultimate commercial purpose of which is to limit or offset the exposure of the Borrower to future increases of floating interest rates in connection howsoever with this Agreement. 18.6 If any sum due from the Borrower under any of the Security Documents or any order or judgment given or made in relation thereto has to be converted from the currency ("the first currency") in which the same is payable hereunder or under such order or judgment into another currency ("the second currency") for the purpose of (i) making or filing a claim or proof against the Borrower, (ii) obtaining an order of judgment in any court or tribunal or (iii) enforcing any order or judgment given or made in relation to any of the Security Documents, the Borrower shall pay the costs of any field audit examinations that the Agent or any Lender may conduct in its discretion; provided, however, that the Agent, each Lender and their duly authorized representatives, attorneys and accountants shall use reasonable commercial efforts to share information with one another and otherwise cooperate with on another to limit the number of audits per annum and minimize the expenses incurred by the Servicer in connection with any audits or inspections hereunder. The Borrower further agrees to indemnify and hold harmless the Bank Indemnified Parties from and against any damages and all damages, losses, settlement payments, obligations, liabilities, claims, actions or losses suffered as a result causes of action, and reasonable costs and expenses incurred, suffered, sustained or required to be paid by an Indemnified Party by reason of or resulting from any discrepancy between (a) litigation, proceeding or dispute commenced or threatened against the rate Agent, or any Lender arising out of exchange used for the transactions contemplated hereby unless such purpose damages, losses, settlement payments, obligations or liabilities were caused by the gross negligence or willful misconduct of such Indemnified Party. In any investigation, proceeding or litigation, or the preparation therefor, the Agent and each Lender shall be entitled to convert the sum in question from the first currency into the second currency and (b) the rate or rates of exchange at which the Bank may in the ordinary course of business purchase the first currency with the second currency upon receipt of a sum paid to it in satisfactionselect its own counsel and, in whole or in part, of any such order, judgment, claim or proof. 18.7 The indemnities contained in this Clause 18 shall apply irrespective of any indulgence granted addition to the Borrower from time to time and shall continue in full force and effect notwithstanding any payment in favour of the Bank and any amount due from foregoing indemnity, the Borrower under agrees to pay promptly the reasonable fees and expenses of such counsel. The covenants of this Clause 18 will be due as a separate debt and Section 14 shall not be affected by judgment being obtained for any other sums due survive payment or in satisfaction of payment of amounts owing with respect of one or more of to the Security DocumentsNotes.

Expenses and Indemnities. 18.1 17.1 The Borrower undertakes to indemnify the Bank Chargor will on demand pay all professionals’ fees (including VAT) and any other costs, charges or expenses (on a full indemnity basis) incurred by Collateral Agent and any Administrator or Receiver in connection with the actual or attempted perfection, preservation, defence or enforcement of this Debenture or the preservation or disposal of any Charged Assets or the exercise of any power under this Debenture or any amendment, waiver, consent or release of this Debenture. 17.2 The Chargor will on demand indemnify any Administrator and any Receiver and any of its and their officers and employees and any attorney, agent or other person appointed by Collateral Agent under this Debenture (each an “Indemnified Party”) in respect of all costs, charges losses, actions, claims, expenses, demands or liabilities whether in contract, tort, or otherwise and expenses includingwhether arising at common law, without limitationin equity or by statute which may be incurred by, legal fees and survey fees (together with value added tax or any similar tax thereon) incurred by the Bank in connection with the negotiation, preparation, printing, execution and registration of each of the Security Documents and any other document referred to therein and the completion of the transaction therein contemplated. 18.2 The Borrower undertakes to indemnify the Bank on demand in respect of the charges and expenses including, without limitation, legal fees (together with value added tax or any similar tax thereon) incurred by the Bank in connection with the consideration and/or implementation of any subsequently agreed variation to made against any of the Security Documents and them at any time relating to or arising directly or indirectly out of: 17.2.1 anything done or omitted to be done in the exercise or enforcement or attempted or contemplated purported exercise or enforcement against any Obligor of, or the reservation or preservation or attempted or contemplated reservation or preservation of any rights, powers, privileges, remedies or securities under, any one or more of the Security Documents. 18.3 The Borrower undertakes to indemnify the Bank on demand against any and all stamp, registration and similar Taxes which may be payable powers contained in any jurisdiction in connection with the entry into, performance and enforcement of this Agreement and the other Security Documents. 18.4 Without prejudice to the entitlement of the Bank pursuant to the terms of Clauses 6 and 15 the Borrower shall indemnify the Bank against any loss and/or expense (including legal expenses) which it may sustain or incur as a consequence of:- (A) any default in repayment of the Loan (or any part thereof) or in payment of interest accrued thereon or any other amount payable pursuant to the terms of one or more of the Security DocumentsDebenture; or (B) the occurrence 17.2.2 a claim of any other Event of Default kind (including one relating to the environment) made or asserted against any Indemnified Party which would not have arisen if this Debenture had not been executed; 17.2.3 any breach by the Chargor of any prepayment of its obligations under this Debenture; unless, in the case of 17.2.1 and J 7.2.2 it was caused by the gross negligence or wilful misconduct of the Loan Indemnified Party. 17.3 Neither Collateral Agent nor any Receiver nor any officer nor employee of either of them shall in any way be liable or responsible to the Chargor for any part thereof otherwise than in accordance with the terms of this Agreement; or (C) the Advance not being drawn in accordance with a Utilisation Request relating thereto as a result of the occurrence of an Event of Default loss or Possible Event of Default; or (D) the Advance not being disbursed as a result liability of any Condition Precedent not having been complied with to the satisfaction kind arising from any act or omission by him or it of the Bank, including any kind (but without limitationwhether as mortgagee in possession or otherwise) all relevant Break Costs. 18.5 The Borrower shall indemnify the Bank against all losses, premiums, penalties, costs and expenses whatsoever incurred by the Bank in connection howsoever with any interest rate "swap", "cap" or other transaction entered into or to be entered into by the Bank at the Borrower's request at any time and from time to time with any counterparty during the Loan Period the ultimate commercial purpose of which is to limit or offset the exposure of the Borrower to future increases of floating interest rates in connection howsoever with this Agreement. 18.6 If any sum due from the Borrower under any of the Security Documents or any order or judgment given or made in relation thereto has to be converted from the currency ("the first currency") in which the same is payable hereunder or under such order or judgment into another currency ("the second currency") for the purpose of (i) making or filing a claim or proof against the Borrower, (ii) obtaining an order of judgment in any court or tribunal or (iii) enforcing any order or judgment given or made in relation to any of the Security DocumentsCharged Assets, the Borrower shall indemnify and hold harmless the Bank from and against any damages or losses suffered as a result of any discrepancy between (a) the rate of exchange used for such purpose to convert the sum in question from the first currency into the second currency and (b) the rate or rates of exchange at which the Bank may in the ordinary course of business purchase the first currency with the second currency upon receipt of a sum paid to it in satisfaction, in whole or in part, of any such order, judgment, claim or proof. 18.7 The indemnities contained in this Clause 18 shall apply irrespective of any indulgence granted except to the Borrower from time to time and shall continue in full force and effect notwithstanding any payment in favour of the Bank and any amount due from the Borrower under this Clause 18 will be due as a separate debt and shall not be affected extent caused by judgment being obtained for any other sums due his or in respect of one its own gross negligence or more of the Security Documentswilful misconduct.

Expenses and Indemnities. 18.1 7.1 The Borrower undertakes Security Trustee and every agent or other person appointed by it or in connection with its appointment under this Deed shall be entitled to indemnify be indemnified out of the Bank on demand Trust Property in respect of all liabilities, damages, costs, claims, charges or expenses whatsoever properly incurred or suffered by it: (a) in the execution or exercise or bona fide purported execution or exercise of the trusts, rights, powers, authorities, discretions and duties created or conferred by or pursuant to this Deed; and/or (b) in respect of any matter or thing done or omitted or in any way relating to the Trust Property or the provisions of the Issuer Security. 7.2 The rights conferred by clause 7.1 are without prejudice to any right to indemnity by law given to trustees generally and to any provision of the Security Documents entitling the Security Trustee or any other person to indemnity in respect of, and/or reimbursement of, any liabilities, damages, costs, claims, charges or expenses incurred or suffered by it in connection with the Security Documents or the performance of any duties under clause 7.1 but so that nothing in this Deed shall entitle the Security Trustee or any other person to be indemnified in respect of any liabilities, damages, costs, claims, charges or expenses to t□K□H□□ □H□[□W□H□Q□W□□ □W□K□D□W□□ □W□K□H□□ □V□D□P□H□□ negligence or wilful misconduct. 7.3 Without prejudice to clause 7.1 each Loan Noteholder shall reimburse the Security Trustee (to the extent the Security Trustee is not reimbursed by the Issuer) for the costs, charges and expenses including, without limitation, legal fees and survey fees (together with value added tax or any similar tax thereon) incurred by the Bank Security Trustee in connection with the negotiation, preparation, printing, preparation and execution and registration of each of the Security Documents and any other document referred to therein this Deed and the completion of the transaction therein contemplated. 18.2 The Borrower undertakes to indemnify the Bank on demand Loan Note Documents and/or in respect of the charges and expenses includingcontemplation of, without limitation, legal fees (together with value added tax or any similar tax thereon) incurred by the Bank otherwise in connection with with, the consideration and/or implementation of any subsequently agreed variation to any of the Security Documents and the exercise or enforcement or attempted or contemplated exercise or enforcement against any Obligor of, or the reservation or preservation or attempted or contemplated reservation or preservation of any rights, powers, privileges, remedies or securities rights under, this Deed or the Loan Note Documents, any one proceedings instituted by or more against the Security Trustee as a consequence of taking or holding the Trust Property or enforcing these rights □R□U□□□I□H□H□V□□□L□Q□□□U□H□V□S□H□F□W□□□R□□WI□□□V□□W□□□□GH□□□□W□□6L□□HH□□FV this Deed and/or the Loan Note Documents (to the extent that such time is reasonably and proportionately incurred). The liability shall be divided between such Loan Noteholders pro rata to the respective amounts of the Security Documentsindebtedness under the Loan Note Documents outstanding under the relevant Loan Note Document from time to time. 18.3 The Borrower undertakes to indemnify the Bank on demand against any and all stamp, registration and similar Taxes which may be payable in any jurisdiction in connection with the entry into, performance and enforcement of this Agreement and the other Security Documents. 18.4 Without prejudice to the entitlement of the Bank pursuant to the terms of Clauses 6 and 15 the Borrower 7.4 Each Loan Noteholder shall indemnify the Bank against any loss and/or expense (including legal expenses) which it may sustain or incur as a consequence of:- (A) any default Security Trustee rateably on the same basis set out in repayment of the Loan (or any part thereof) or in payment of interest accrued thereon or any other amount payable pursuant to the terms of one or more of the Security Documents; or (B) the occurrence of any other Event of Default or of any prepayment of the Loan or any part thereof otherwise than in accordance with the terms of this Agreement; or (C) the Advance not being drawn in accordance with a Utilisation Request relating thereto as a result of the occurrence of an Event of Default or Possible Event of Default; or (D) the Advance not being disbursed as a result of any Condition Precedent not having been complied with to the satisfaction of the Bank, including (but without limitation) all relevant Break Costs. 18.5 The Borrower shall indemnify the Bank clause 7.3 against all lossesliabilities, premiumsdamages, penaltiescosts, costs claims, charges and expenses whatsoever incurred by the Bank Security Trustee in connection howsoever with this Deed or the Loan Note Documents or the performance of its duties under this Deed and/or the Loan Note Documents or any interest rate "swap", "cap" action taken or other transaction entered into or to be entered into omitted by the Bank at the Borrower's request at any time and from time to time with any counterparty during Security Trustee under the Loan Period Note Documents or this Deed, unless such liabilities, damages, costs, claims, charges or expenses □D□U□L□V□H□□□I□U□R□P□□□W□K□H□□□6□H□F□X□U□L□□WV□□□F□□□R7□□□UG□□□□X VF□□WW□□H 7.5 Any amounts under clauses 7.1 to 7.4 above shall include the ultimate commercial purpose cost of which utilising □W□K□H□□ □6□H□F□X□U□L□W□\□□ti□m7e□Uor□X□otVh□erWr□eHso□uHrc□e¶s □aVn□d□w□illP□beD□Q□D□J□H□P calculated on the basis of such reasonably daily or hourly rates as the Security Trustee may notify to the Issuer and the Loan Noteholders and is in addition to limit any other fee paid or offset payable to the exposure of the Borrower to future increases of floating interest rates in connection howsoever with this AgreementSecurity Trustee. 18.6 If 7.6 Without prejudice to any sum due from other provision in this clause 7, in the Borrower event of (i) any default under any of the Security Loan Note Documents or any order or judgment given or made in relation thereto has to be converted from the currency ("the first currency") in which the same is payable hereunder or under such order or judgment into another currency ("the second currency") for the purpose of (i) making or filing a claim or proof against the Borrowerthis Deed, (ii) obtaining the Security Trustee being instructed or directed by a Specified Majority or, where required, by Special Resolution to undertake duties which the Security Trustee in its reasonable opinion considers to be of an order exceptional nature or outside the scope of judgment in any court the normal duties of the Security Trustee under the Loan Note Documents or tribunal this Deed or (iii) enforcing as the Security Trustee and the Issuer agree is otherwise appropriate in the circumstances, and to the extent not recoverable by the Security Trustee under clause 7.1, the Issuer agrees to pay to the Security Trustee any order additional remuneration (together with any applicable VAT) that may be agreed between them, or judgment given in the absence of such agreement, as determined by an investment bank (acting as expert and not as arbitrator) selected by the Security Trustee and approved by the Issuer, or made in relation to any failing approval, as nominated (on the application of the Security DocumentsTrustee but at the cost of the Issuer) by the President for the time being of the Law Society of England and Wales. The determination of any investment bank pursuant to this clause shall be final and binding on the Parties. 7.7 The Issuer shall pay all stamp, documentary, registration or other like duties or taxes (including any taxes payable by the Borrower Security Trustee) imposed on or in connection with this Deed or the Loan Note Documents and shall indemnify the Security Trustee against any liability arising by reason of any delay or omission by the Chargors to pay such duties or taxes. 7.8 The Issuer as principal obligor, and hold harmless as a separate and independent primary obligation and liability from any obligation or liability of any or all of the Bank Loan Noteholders under this Deed, agrees to indemnify and keep indemnified the Security Trustee in full and on demand from and against all and any damages losses, costs, claims, liabilities, damages, demands and expenses suffered or losses suffered as a result incurred by the Security Trustee arising out of, or in connection with (i) any amounts becoming due and payable but not being recoverable for any reason from any Loan Noteholder under this Deed or (ii) any failure of any discrepancy between (a) the rate Loan Noteholder to perform or discharge any of exchange used for such purpose to convert the sum in question from the first currency into the second currency and (b) the rate its obligations or rates of exchange at which the Bank may in the ordinary course of business purchase the first currency with the second currency upon receipt of a sum paid to it in satisfaction, in whole or in part, of any such order, judgment, claim or proof. 18.7 The indemnities contained in this Clause 18 shall apply irrespective of any indulgence granted to the Borrower from time to time and shall continue in full force and effect notwithstanding any payment in favour of the Bank and any amount due from the Borrower liabilities under this Clause 18 will be due as a separate debt and shall not be affected by judgment being obtained for any other sums due or in respect of one or more of the Security DocumentsDeed.

Expenses and Indemnities. 18.1 The Whether or not the transactions contemplated hereby shall be consummated, the Borrower undertakes agrees to indemnify pay: (a) the Bank on demand cost of producing and reproducing this Agreement and other instruments mentioned herein; (b) the reasonable fees, expenses and disbursements of the Agent and its counsel (as well as any outside counsel for the Lenders) incurred in respect connection with the preparation of this Agreement and other instruments mentioned herein, each funding hereunder, and all costsamendments, charges modifications, approvals, consents or waivers hereto or hereunder, and (c) all reasonable out-of-pocket expenses including, without limitation, legal (including attorneys’ fees and survey fees (together with value added tax or any similar tax thereoncosts) incurred by the Bank Agent and by each Lender in connection with (i) the negotiationenforcement of this Agreement, preparation, printing, execution and registration of each of the Security Loan Documents and any other document referred to therein the Notes against the Borrower and/or the Parent Guarantor or the administration thereof after the occurrence and during the completion continuance of the transaction therein contemplated. 18.2 The Borrower undertakes to indemnify the Bank on demand in respect a Default or Event of the charges Default, and expenses including, without limitation, legal fees (together with value added tax or any similar tax thereonii) incurred by the Bank in connection with any workout, amendment or waiver requested by the consideration and/or implementation of any subsequently agreed variation to any of the Security Documents and the exercise Borrower or enforcement Parent Guarantor, litigation, proceeding or attempted or contemplated exercise or enforcement against any Obligor of, or the reservation or preservation or attempted or contemplated reservation or preservation of any rights, powers, privileges, remedies or securities under, any dispute (other than one between two or more of Lenders and other than one in which the Security Documents. 18.3 The Borrower undertakes to indemnify commences proceedings against the Bank on demand against Lenders or any Lender and all stampprevails therein), registration and similar Taxes which may be payable whether arising hereunder or otherwise, in any jurisdiction in connection way related to the Agent’s or any Lender’s relationship with the entry intoBorrower hereunder. The amount of all such expenses shall, performance and enforcement if not paid within 30 days of this Agreement and receipt of invoice, until paid, bear interest at the other Security Documents. 18.4 Without prejudice rate applicable to the entitlement of the Bank pursuant to the terms of Clauses 6 and 15 the Borrower shall indemnify the Bank against any loss and/or expense principal hereunder (including legal expensesany Default Rate) which it may sustain or incur as a consequence of:- (A) and be an obligation secured by any default in repayment of the Loan (or any part thereof) or in payment of interest accrued thereon or any other amount payable pursuant to the terms of one or more of the Security Documents; or (B) collateral. After the occurrence of any other Event of Default or of any prepayment of and during the Loan or any part thereof otherwise than in accordance with the terms of this Agreement; or (C) the Advance not being drawn in accordance with a Utilisation Request relating thereto as a result of the occurrence continuance of an Event of Default or Possible Event of Default; or (D) the Advance not being disbursed as a result of any Condition Precedent not having been complied with to the satisfaction of the Bank, including (but without limitation) all relevant Break Costs. 18.5 The Borrower shall indemnify the Bank against all losses, premiums, penalties, costs and expenses whatsoever incurred by the Bank in connection howsoever with any interest rate "swap", "cap" or other transaction entered into or to be entered into by the Bank at the Borrower's request at any time and from time to time with any counterparty during the Loan Period the ultimate commercial purpose of which is to limit or offset the exposure of the Borrower to future increases of floating interest rates in connection howsoever with this Agreement. 18.6 If any sum due from the Borrower under any of the Security Documents or any order or judgment given or made in relation thereto has to be converted from the currency ("the first currency") in which the same is payable hereunder or under such order or judgment into another currency ("the second currency") for the purpose of (i) making or filing a claim or proof against the Borrower, (ii) obtaining an order of judgment in any court or tribunal or (iii) enforcing any order or judgment given or made in relation to any of the Security Documents, the Borrower shall pay the costs of any field audit examinations that the Agent in its discretion may conduct. The Borrower further agrees to indemnify and hold harmless the Bank Indemnified Parties from and against any damages and all damages, losses, settlement payments, obligations, liabilities, claims, actions or losses suffered as a result causes of action, and reasonable costs and expenses incurred, suffered, sustained or required to be paid by an Indemnified Party by reason of or resulting from any discrepancy between (a) litigation, proceeding or dispute commenced or threatened against the rate Agent, or any Lender arising out of exchange used for the transactions contemplated hereby unless such purpose damages, losses, settlement payments, obligations or liabilities were caused by the gross negligence or willful misconduct of the indemnified party. In any investigation, proceeding or litigation, or the preparation therefor, the Agent and each Lender shall be entitled to convert the sum in question from the first currency into the second currency and (b) the rate or rates of exchange at which the Bank may in the ordinary course of business purchase the first currency with the second currency upon receipt of a sum paid to it in satisfactionselect its own counsel and, in whole or in part, of any such order, judgment, claim or proof. 18.7 The indemnities contained in this Clause 18 shall apply irrespective of any indulgence granted addition to the Borrower from time to time and shall continue in full force and effect notwithstanding any payment in favour of the Bank and any amount due from foregoing indemnity, the Borrower under agrees to pay promptly the reasonable fees and expenses of such counsel. The covenants of this Clause 18 will be due as a separate debt and Section 14 shall not be affected by judgment being obtained for any other sums due survive payment or in satisfaction of payment of amounts owing with respect of one or more of to the Security DocumentsNotes.

Expenses and Indemnities. 18.1 7.1 The Borrower undertakes Security Trustee and every agent or other person appointed by it or in connection with its appointment under this Deed shall be entitled to indemnify be indemnified out of the Bank on demand Trust Property in respect of all liabilities, damages, costs, claims, charges or expenses whatsoever properly incurred or suffered by it: (a) in the execution or exercise or bona fide purported execution or exercise of the trusts, rights, powers, authorities, discretions and duties created or conferred by or pursuant to this Deed; and/or (b) in respect of any matter or thing done or omitted or in any way relating to the Trust Property or the provisions of the Issuer Security. 7.2 The rights conferred by clause 7.1 are without prejudice to any right to indemnity by law given to trustees generally and to any provision of the Security Documents entitling the Security Trustee or any other person to indemnity in respect of, and/or reimbursement of, any liabilities, damages, costs, claims, charges or expenses incurred or suffered by it in connection with the Security Documents or the performance of any duties under clause 7.1 but so that nothing in this Deed shall entitle the Security Trustee or any other person to be indemnified in respect of any liabilities, damages, costs, claims, charges or expenses to the extent that the same arise from such person’s own gross negligence or wilful misconduct. 7.3 Without prejudice to clause 7.1 each Loan Noteholder shall reimburse the Security Trustee (to the extent the Security Trustee is not reimbursed by the Issuer) for the costs, charges and expenses including, without limitation, legal fees and survey fees (together with value added tax or any similar tax thereon) incurred by the Bank Security Trustee in connection with the negotiation, preparationpreparation and execution of this Deed and the Loan Note Documents and/or in contemplation of, printingor otherwise in connection with, execution and registration the enforcement or attempted enforcement of, or the preservation or attempted preservation of each of any rights under, this Deed or the Loan Note Documents, any proceedings instituted by or against the Security Documents and any other document referred to therein and Trustee as a consequence of taking or holding the completion of the transaction therein contemplated. 18.2 The Borrower undertakes to indemnify the Bank on demand Trust Property or enforcing these rights or fees in respect of the charges Security Trustee’s time in carrying out its duties under this Deed and/or the Loan Note Documents (to the extent that such time is reasonably and expenses including, without limitation, legal fees (together with value added tax or any similar tax thereon) incurred by proportionately incurred). The liability shall be divided between such Loan Noteholders pro rata to the Bank in connection with the consideration and/or implementation of any subsequently agreed variation to any respective amounts of the Security indebtedness under the Loan Note Documents and outstanding under the exercise or enforcement or attempted or contemplated exercise or enforcement against any Obligor of, or the reservation or preservation or attempted or contemplated reservation or preservation of any rights, powers, privileges, remedies or securities under, any one or more of the Security Documentsrelevant Loan Note Document from time to time. 18.3 The Borrower undertakes to indemnify the Bank on demand against any and all stamp, registration and similar Taxes which may be payable in any jurisdiction in connection with the entry into, performance and enforcement of this Agreement and the other Security Documents. 18.4 Without prejudice to the entitlement of the Bank pursuant to the terms of Clauses 6 and 15 the Borrower 7.4 Each Loan Noteholder shall indemnify the Bank against any loss and/or expense (including legal expenses) which it may sustain or incur as a consequence of:- (A) any default Security Trustee rateably on the same basis set out in repayment of the Loan (or any part thereof) or in payment of interest accrued thereon or any other amount payable pursuant to the terms of one or more of the Security Documents; or (B) the occurrence of any other Event of Default or of any prepayment of the Loan or any part thereof otherwise than in accordance with the terms of this Agreement; or (C) the Advance not being drawn in accordance with a Utilisation Request relating thereto as a result of the occurrence of an Event of Default or Possible Event of Default; or (D) the Advance not being disbursed as a result of any Condition Precedent not having been complied with to the satisfaction of the Bank, including (but without limitation) all relevant Break Costs. 18.5 The Borrower shall indemnify the Bank clause 7.3 against all lossesliabilities, premiumsdamages, penaltiescosts, costs claims, charges and expenses whatsoever incurred by the Bank Security Trustee in connection howsoever with this Deed or the Loan Note Documents or the performance of its duties under this Deed and/or the Loan Note Documents or any interest rate "swap"action taken or omitted by the Security Trustee under the Loan Note Documents or this Deed, "cap" unless such liabilities, damages, costs, claims, charges or expenses arise from the Security Trustee’s own gross negligence or wilful misconduct. 7.5 Any amounts under clauses 7.1 to 7.4 above shall include the cost of utilising the Security Trustee’s management time or other transaction entered into resources and will be calculated on the basis of such reasonably daily or hourly rates as the Security Trustee may notify to be entered into by the Bank at the Borrower's request at any time Issuer and from time to time with any counterparty during the Loan Period Noteholders and is in addition to any other fee paid or payable to the ultimate commercial purpose of which is to limit or offset the exposure of the Borrower to future increases of floating interest rates in connection howsoever with this AgreementSecurity Trustee. 18.6 If 7.6 Without prejudice to any sum due from other provision in this clause 7, in the Borrower event of (i) any default under any of the Security Loan Note Documents or any order or judgment given or made in relation thereto has to be converted from the currency ("the first currency") in which the same is payable hereunder or under such order or judgment into another currency ("the second currency") for the purpose of (i) making or filing a claim or proof against the Borrowerthis Deed, (ii) obtaining the Security Trustee being instructed or directed by a Specified Majority or, where required, by Special Resolution to undertake duties which the Security Trustee in its reasonable opinion considers to be of an order exceptional nature or outside the scope of judgment in any court the normal duties of the Security Trustee under the Loan Note Documents or tribunal this Deed or (iii) enforcing as the Security Trustee and the Issuer agree is otherwise appropriate in the circumstances, and to the extent not recoverable by the Security Trustee under clause 7.1, the Issuer agrees to pay to the Security Trustee any order additional remuneration (together with any applicable VAT) that may be agreed between them, or judgment given in the absence of such agreement, as determined by an investment bank (acting as expert and not as arbitrator) selected by the Security Trustee and approved by the Issuer, or made in relation to any failing approval, as nominated (on the application of the Security DocumentsTrustee but at the cost of the Issuer) by the President for the time being of the Law Society of England and Wales. The determination of any investment bank pursuant to this clause shall be final and binding on the Parties. 7.7 The Issuer shall pay all stamp, documentary, registration or other like duties or taxes (including any taxes payable by the Borrower Security Trustee) imposed on or in connection with this Deed or the Loan Note Documents and shall indemnify the Security Trustee against any liability arising by reason of any delay or omission by the Chargors to pay such duties or taxes. 7.8 The Issuer as principal obligor, and hold harmless as a separate and independent primary obligation and liability from any obligation or liability of any or all of the Bank Loan Noteholders under this Deed, agrees to indemnify and keep indemnified the Security Trustee in full and on demand from and against all and any damages losses, costs, claims, liabilities, damages, demands and expenses suffered or losses suffered as a result incurred by the Security Trustee arising out of, or in connection with (i) any amounts becoming due and payable but not being recoverable for any reason from any Loan Noteholder under this Deed or (ii) any failure of any discrepancy between (a) the rate Loan Noteholder to perform or discharge any of exchange used for such purpose to convert the sum in question from the first currency into the second currency and (b) the rate its obligations or rates of exchange at which the Bank may in the ordinary course of business purchase the first currency with the second currency upon receipt of a sum paid to it in satisfaction, in whole or in part, of any such order, judgment, claim or proof. 18.7 The indemnities contained in this Clause 18 shall apply irrespective of any indulgence granted to the Borrower from time to time and shall continue in full force and effect notwithstanding any payment in favour of the Bank and any amount due from the Borrower liabilities under this Clause 18 will be due as a separate debt and shall not be affected by judgment being obtained for any other sums due or in respect of one or more of the Security DocumentsDeed.

Expenses and Indemnities. 18.1 ( a) The Borrower undertakes to indemnify the Bank shall reimburse each Lender on demand in respect of for all reasonable costs, expenses, and charges and expenses (including, without limitation, legal fees and survey fees (together with value added tax or any similar tax thereoncharges of external legal counsel for such Lender) incurred by the Bank such Lender in connection with (i) the negotiation, preparation, printingperformance or enforcement of this Agreement, execution any term sheet or commitment letter related thereto, the Notes and registration the other Facility Documents, (ii) the Plan of each Reorganization, or any other plan of reorganization for the Security Documents Borrower, and any other document referred exit financing contemplated to therein and be provided by the completion Lenders thereunder or (iii) the Chapter 11 Case generally. On or before the Effective Date, the Borrower shall deliver to the Lenders a "stay-ahead" retainer in the amount of $100,000 to be applied toward the transaction therein contemplated. 18.2 The Borrower undertakes to indemnify the Bank on demand in respect of the charges fees and expenses including, without limitation, legal fees (together with value added tax or any similar tax thereon) incurred by the Bank in connection with the consideration and/or implementation of any subsequently agreed variation to any of the Security Documents and the exercise or enforcement or attempted or contemplated exercise or enforcement against any Obligor of, or the reservation or preservation or attempted or contemplated reservation or preservation of any rights, powers, privileges, remedies or securities under, any one or more of the Security Documents. 18.3 The Borrower undertakes to indemnify the Bank on demand against any and all stamp, registration and similar Taxes which may be payable in any jurisdiction in connection with the entry into, performance and enforcement of this Agreement and the other Security Documents. 18.4 Without prejudice to the entitlement of the Bank pursuant to the terms of Clauses 6 and 15 the Borrower shall indemnify the Bank against any loss and/or expense (including legal expenses) which it may sustain or incur as a consequence of:- (A) any default in repayment of the Loan (or any part thereof) or in payment of interest accrued thereon or any other amount payable pursuant to the terms of one or more of the Security Documents; or (B) the occurrence of any other Event of Default or of any prepayment of the Loan or any part thereof otherwise than Lenders in accordance with the terms preceding sentence. The Lenders shall provide the Bankruptcy Court, the Borrower, the United States Trustee and the Creditors' Committee with periodic statements (as frequently as monthly) showing the nature, amount and any balance due in respect of this Agreement; or (C) any such fees and expenses incurred by the Advance not being drawn Lenders in accordance herewith. The balance of any such fees and expenses shall be paid by the Borrower within thirty days after receipt unless a party in interest shall have filed a formal objection thereto with the Bankruptcy Court within such thirty day period. Thereafter, if the parties are unable to reach agreement in respect thereof, a Utilisation Request relating thereto as a result hearing before the Bankruptcy Court solely on the issue of the occurrence reasonableness of an Event of Default or Possible Event of Default; or (D) the Advance not being disbursed as a result of any Condition Precedent not having been complied with to the satisfaction of the Bank, including (but without limitation) all relevant Break Costssuch fees and expenses will be held. 18.5 ( b) The Borrower shall agrees to indemnify the Bank against each Lender and its directors, officers, employees, representatives, attorneys and agents from, and hold each of them harmless against, any and all losses, premiumsliabilities, penaltiesclaims, costs and damages or expenses whatsoever incurred by any of them arising out of or by reason of any investigation or litigation or other proceedings (including any threatened investigation or litigation or other proceedings) relating to any actual or proposed use by the Bank Borrower or any Subsidiary of the proceeds of the Loans, or its role in the Chapter 11 Case, including without limitation, the reasonable fees and disbursements of counsel incurred in connection howsoever with any interest rate "swap", "cap" such investigation or litigation or other transaction entered into proceedings (but excluding any such losses, liabilities, claims, damages or expenses incurred by reason of the gross negligence or willful misconduct of the Person to be entered into by the Bank at the Borrower's request at any time and from time to time with any counterparty during the Loan Period the ultimate commercial purpose of which is to limit or offset the exposure of the Borrower to future increases of floating interest rates in connection howsoever with this Agreementindemnified). 18.6 If any sum due from the Borrower under any ( c) The obligations of the Security Documents or any order or judgment given or made in relation thereto has to be converted from the currency ("the first currency") in which the same is payable hereunder or under such order or judgment into another currency ("the second currency") for the purpose of (i) making or filing a claim or proof against the Borrower, (ii) obtaining an order of judgment in any court or tribunal or (iii) enforcing any order or judgment given or made in relation to any of the Security Documents, the Borrower shall indemnify and hold harmless the Bank from and against any damages or losses suffered as a result of any discrepancy between (a) the rate of exchange used for such purpose to convert the sum in question from the first currency into the second currency and (b) the rate or rates of exchange at which the Bank may in the ordinary course of business purchase the first currency with the second currency upon receipt of a sum paid to it in satisfaction, in whole or in part, of any such order, judgment, claim or proof. 18.7 The indemnities contained in this Clause 18 shall apply irrespective of any indulgence granted to the Borrower from time to time and shall continue in full force and effect notwithstanding any payment in favour of the Bank and any amount due from the Borrower under this Clause 18 will be due as a separate debt and Section 11.4 shall not be affected by judgment being obtained for any other sums due or in respect of one or more survive the repayment of the Security DocumentsObligations and the termination of the Commitments.