DEALERS' UNDERTAKINGS. 8.1 Each Dealer severally agrees to comply with the restrictions and agreements set out in Appendix 2 unless otherwise agreed with the Issuer. 8.2 Without prejudice to the other rights and remedies of the Issuer, each Dealer severally undertakes with the Issuer that it will hold the Issuer indemnified against any Loss which the Issuer may incur as a result of any breach by that Dealer of any of its undertakings contained in subclause 8.1) provided that, without prejudice to any other claim the Issuer may have against that Dealer, no Dealer shall be liable to hold the Issuer indemnified against any losses, liabilities, costs, claims, charges, expenses, actions or demands arising from the sale of Notes to any person believed in good faith by that Dealer, on reasonable grounds after making all reasonable investigations, to be a person to whom Notes could legally be sold in compliance with the provisions of Appendix 2. The provisions of subclauses 6.2 to 6.4 with respect to the conduct and settlement of actions shall apply, mutatis mutandis, to this indemnity.
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Samples: Programme Agreement, Programme Agreement, Programme Agreement