Common use of GUARANTEE AND INDEMNITY Clause in Contracts

GUARANTEE AND INDEMNITY. Each Guarantor irrevocably and unconditionally jointly and severally: (a) guarantees to the Lender punctual payment by each other Obligor of all of that other Obligor’s payment obligations under the Finance Documents; (b) undertakes with the Lender that whenever another Obligor does not pay any amount when due under or in connection with any Finance Document, that Guarantor shall immediately on demand pay that amount as if it was the principal obligor; and (c) agrees with the Lender that if any obligation guaranteed or expressed to be guaranteed by it is or becomes unenforceable, invalid or illegal, it will, as an independent and primary obligation, indemnify the Lender immediately on demand against any cost, loss or liability which the Lender incurs as a result of any Obligor not paying any amount which would, but for such unenforceability, invalidity or illegality, have been payable by such Obligor under any Finance Document on the date when it would have been due. The amount payable by a Guarantor under this indemnity will not exceed the amount it would have had to pay under this Clause 18 if the amount claimed had been recoverable on the basis of a guarantee.

GUARANTEE AND INDEMNITY. Each Guarantor irrevocably and unconditionally jointly and severally: (a) guarantees to the Lender each Pari Passu Creditor punctual payment performance by each other Obligor Debtor of all of that other ObligorDebtor’s payment obligations under the Finance Pari Passu Debt Documents; (b) undertakes with the Lender each Pari Passu Creditor that whenever another Obligor Debtor does not pay any amount when due under or in connection with any Finance Pari Passu Debt Document, that Guarantor shall immediately on demand pay that amount as if it was the principal obligor; and (c) agrees with the Lender each Pari Passu Creditor that if any obligation guaranteed or expressed to be guaranteed by it is or becomes unenforceable, invalid or illegal, it will, as an independent and primary obligation, indemnify the Lender that Pari Passu Creditor immediately on demand against any cost, loss or liability which the Lender it incurs as a result of any Obligor an Debtor not paying any amount which would, but for such unenforceability, invalidity or illegality, have been payable by such Obligor it under any Finance Pari Passu Debt Document on the date when it would have been due. The amount payable by a Guarantor under this indemnity will not exceed the amount it would have had to pay under this Clause 18 22 if the amount claimed had been recoverable on the basis of a guarantee.

GUARANTEE AND INDEMNITY. Each The Guarantor irrevocably unconditionally and unconditionally jointly and severallyirrevocably: (a) guarantees to the Lender Security Trustee punctual payment performance by each other Obligor the Borrower of all of that other Obligorthe Borrower’s payment obligations under or in connection with the Loan Agreement and every other Finance DocumentsDocument; (b) undertakes with to the Lender Security Trustee that whenever another Obligor the Borrower does not pay any amount when due under or in connection with any the Loan Agreement and the other Finance DocumentDocuments, that the Guarantor shall immediately on demand pay that amount as if it was the principal obligor; and; (c) agrees with the Lender that if any obligation guaranteed or expressed to be guaranteed by it is or becomes unenforceable, invalid or illegal, it will, as an independent and primary obligation, indemnify the Lender Security Trustee and each other Secured Party immediately on demand by the Security Trustee against any cost, loss or liability which the Lender it incurs as a result of any Obligor the Borrower not paying any amount which would, but for such unenforceability, invalidity or illegality, have been payable by such Obligor it under the Loan Agreement or any other Finance Document on the date when it would have been due. Any such demand for indemnification shall be made through the Security Trustee, for itself or on behalf of the Security Parties. The amount payable by a Guarantor under this indemnity will not exceed the amount it would have had to pay under this Clause 18 2.1 if the amount claimed had been recoverable on the basis of a guarantee.

GUARANTEE AND INDEMNITY. Each Hedge Guarantor irrevocably and unconditionally jointly and severally: (a) guarantees to the Lender each Finance Party punctual payment performance by each other Obligor Borrower of all of that other Obligor’s payment Borrower's obligations under the Finance DocumentsHedging Agreements; (b) undertakes with the Lender each Finance Party that whenever another Obligor a Borrower does not pay any amount when due under or in connection with any Finance DocumentHedging Agreement, that Hedge Guarantor shall immediately on demand pay that amount as if it was were the principal obligor; and (c) agrees with the Lender each Finance Party that if any obligation guaranteed or expressed to be guaranteed by it is or becomes unenforceable, invalid or illegal, it will, as an independent and primary obligation, indemnify the Lender that Finance Party immediately on demand against any cost, loss or liability which the Lender it incurs as a result of any Obligor a Borrower not paying any amount which would, but for such unenforceability, invalidity or illegality, have been payable by such Obligor it under any Finance Document Hedging Agreement on the date when it would have been due. The amount payable by a Hedge Guarantor under this indemnity will not exceed the amount it would have had to pay under this Clause 18 19 (Guarantee and Indemnity – Hedge Guarantors) if the amount claimed had been recoverable on the basis of a guarantee.

GUARANTEE AND INDEMNITY. Each Guarantor Facility Guarantor, in consideration of, amongst other things, the Lender agreeing to enter into the Finance Documents, irrevocably and unconditionally jointly and severallyunconditionally: (a) 8.1.1 guarantees to the Lender punctual payment performance by each other Obligor of all of that other Obligor’s payment 's obligations under the Finance Documents; (b) 8.1.2 undertakes with the Lender that whenever another Obligor does not pay any amount when due under or in connection with any Finance Document, that Facility Guarantor shall immediately on demand pay that amount as if it was were the principal obligor; and (c) 8.1.3 agrees with the Lender that if any obligation guaranteed or expressed to be guaranteed by it is or becomes unenforceable, invalid or illegal, illegal it will, as an independent and primary obligation, indemnify the Lender immediately on demand against any cost, loss or liability which the Lender it incurs as a result of any other Obligor not paying any amount which would, but for such unenforceability, invalidity or illegality, have been payable by such Obligor it under any Finance Document on the date when it would have been due. The amount payable by a Facility Guarantor under this indemnity will not exceed the amount it would have had to pay under this Clause 18 8 (Guarantee and Indemnity) if the amount claimed had been recoverable on the basis of a guarantee.

GUARANTEE AND INDEMNITY. Each Guarantor The Parent irrevocably and unconditionally jointly and severallyunconditionally: (a) guarantees to the Lender Security Agent (as trustee for the Finance Parties) and the other Finance Parties punctual payment performance by each other Obligor of all of that other such Obligor’s payment obligations under the Finance Documents; (b) undertakes with the Lender Security Agent (as trustee for the Finance Parties) and the other Finance Parties that whenever another Obligor does not pay any amount when due under or in connection with any Finance Document, that Guarantor it shall immediately on demand pay that amount as if it was the principal obligor; and (c) agrees with the Lender Agent (as trustee for the Finance Parties) and the other Finance Parties that if any obligation guaranteed or expressed to be guaranteed by it is or becomes unenforceable, invalid or illegal, it will, as an independent and primary obligation, obligation indemnify the Lender that Finance Party immediately on demand against any cost, loss or liability which the Lender it incurs as a result of any Obligor the Borrower not paying any amount which would, but for such unenforceability, invalidity or illegality, have been payable by such Obligor the Borrower under any Finance Document on the date when it would have been due. The amount payable by a Guarantor the Parent under this indemnity will not exceed the amount it would have had to pay under this Clause 18 clause 17.1 if the amount claimed had been recoverable on the basis of a guarantee.

GUARANTEE AND INDEMNITY. Each Guarantor irrevocably and unconditionally jointly and severally: (a) guarantees to the Lender Trustee and each Noteholder the punctual payment performance by each other Obligor of all of that other Obligor’s payment 's obligations under this Trust Deed and the Finance DocumentsNotes; (b) undertakes with the Lender Trustee and each Noteholder that whenever another Obligor does not pay any amount when due under or in connection with any Finance Documentthis Trust Deed and the Notes, that Guarantor shall immediately on demand pay that amount as if it was the principal obligor; and (c) agrees with the Lender Trustee and each Noteholder that if any obligation guaranteed or expressed to be guaranteed by it is or becomes unenforceable, invalid or illegal, it will, as an independent and primary obligation, indemnify the Lender Trustee or such Noteholder immediately on demand against any cost, loss or liability which the Lender Liabilities it incurs as a result of any an Obligor not paying any amount which would, but for such unenforceability, invalidity or illegality, have been payable by such Obligor it under any Finance Document this Trust Deed and the Notes on the date when it would have been due. The amount payable by a Guarantor under this indemnity will not exceed the amount it would have had to pay under this Clause 18 6 if the amount claimed had been recoverable on the basis of a guarantee.

GUARANTEE AND INDEMNITY. Each In order to induce the Lenders to make the Loan to the Borrower, each Subsidiary Guarantor irrevocably and unconditionally jointly and severally: (a) guarantees to the Lender each Finance Party, as a primary obligor and not merely as a surety, punctual payment and performance by the Borrower and each other Obligor of all of that other Obligor’s payment their respective obligations under the Finance Loan Documents; (b) undertakes with the Lender each Finance Party that whenever another the Borrower or any other Obligor does not pay any amount (whether for principal, interest, fees, expenses or otherwise) when due (whether at stated maturity, by acceleration or otherwise) under or in connection with any Finance Loan Document, that such Subsidiary Guarantor shall immediately on demand pay that amount as if it was were the principal primary obligor; and (c) agrees with the Lender each Finance Party that if any obligation guaranteed or expressed to be guaranteed by it is or becomes unenforceable, invalid or illegal, it will, as an independent and primary obligation, indemnify the Lender that Finance Party immediately on demand against any cost, loss or liability which the Lender it incurs as a result of the Borrower or any other Obligor not paying any amount which would, but for such unenforceability, invalidity or illegality, have been payable by such Obligor it under any Finance Loan Document on the date when it would have been due. The amount payable by a such Subsidiary Guarantor under this indemnity will not exceed the amount it would have had to pay under this Clause 18 Section 20 (Guarantee and Indemnity) if the amount claimed had been recoverable on the basis of a guarantee.

GUARANTEE AND INDEMNITY. Each The Guarantor irrevocably and unconditionally jointly and severallyunconditionally: (a) guarantees to the Lender each Finance Party punctual payment performance by each Transaction Obligor other Obligor than the Guarantor of all of that such other Transaction Obligor’s payment 's obligations under the Finance Documents; (b) undertakes with the Lender each Finance Party that whenever another a Transaction Obligor other than the Guarantor does not pay any amount when due under or in connection with any Finance Document, that the Guarantor shall immediately on demand pay that amount as if it was were the principal obligor; and (c) agrees with the Lender each Finance Party that if any obligation guaranteed or expressed to be guaranteed by it is or becomes unenforceable, invalid or illegal, it will, as an independent and primary obligation, indemnify the Lender that Finance Party immediately on demand against any cost, loss or liability which the Lender it incurs as a result of any a Transaction Obligor other than the Guarantor not paying any amount which would, but for such unenforceability, invalidity or illegality, have been payable by such Obligor it under any Finance Document on the date when it would have been due. The amount payable by a the Guarantor under this indemnity will not exceed the amount it would have had to pay under this Clause 18 17 (Guarantee and Indemnity) if the amount claimed had been recoverable on the basis of a guarantee.

GUARANTEE AND INDEMNITY. Each When it accedes to this Agreement, the Guarantor irrevocably and unconditionally jointly and severallyunconditionally: (a) guarantees to the Lender punctual payment performance by each other Obligor the Company of all of that other Obligor’s payment the Company's obligations under the Finance Transaction Documents; (b) undertakes with the Lender that whenever another Obligor the Company does not pay any amount when due under or in connection with any Finance Transaction Document, that the Guarantor shall immediately on within two (2) Business Days of demand pay that amount as if it was the principal obligor; and (c) agrees with the Lender that if any obligation guaranteed or expressed to be guaranteed by it is or becomes unenforceable, invalid or illegal, it will, as an independent and primary obligation, indemnify the Lender immediately within two (2) Business Days on demand against any cost, loss or liability which the Lender it incurs as a result of any Obligor the Company not paying any amount which would, but for such unenforceability, invalidity or illegality, have been payable by such Obligor it under any Finance Transaction Document on the date when it would have been due. The amount payable by a Guarantor under this indemnity will not exceed the amount it would have had to pay under this Clause 18 17 if the amount claimed had been recoverable on the basis of a guarantee.

GUARANTEE AND INDEMNITY. Each Guarantor irrevocably and unconditionally jointly and severally: (a) guarantees to the Lender each Finance Party punctual payment performance by each other Obligor of all of that other Obligor’s payment obligations under the Finance Documents (including, without limitation, obligations which, but for the automatic stay under Section 362(a) of the U.S. Bankruptcy Code, would become due and any interest accruing after the commencement of any bankruptcy, insolvency, receivership or similar proceeding at the rate provided for in the Finance Documents, whether or not such interest is an allowed claim in any such proceeding); (b) undertakes with the Lender each Finance Party that whenever another Obligor does not pay any amount when due under or in connection with any Finance Document, that Guarantor shall immediately on demand pay that amount as if it was the principal obligor; and (c) agrees with the Lender each Finance Party that if any obligation guaranteed or expressed to be guaranteed by it is or becomes unenforceable, invalid or illegal, it will, as an independent and primary obligation, indemnify the Lender that Finance Party immediately on demand against any cost, loss or liability which the Lender it incurs as a result of any an Obligor not paying any amount which would, but for such unenforceability, invalidity or illegality, have been payable by such Obligor under any Finance Document on the date when it would have been due. The amount payable by a Guarantor under this indemnity will not exceed the amount it would have had to pay under this Clause 18 19 if the amount claimed demanded had been recoverable on the basis of a guarantee.

GUARANTEE AND INDEMNITY. Each The Guarantor irrevocably unconditionally and unconditionally jointly and severallyirrevocably: (a) guarantees to the Lender Security Trustee punctual payment performance by each other Obligor the Borrower of all of that other Obligor’s payment the Borrower's obligations under or in connection with the Loan Agreement and every other Finance DocumentsDocument; (b) undertakes with to the Lender Security Trustee that whenever another Obligor the Borrower does not pay any amount when due under or in connection with any the Loan Agreement and the other Finance DocumentDocuments, that the Guarantor shall immediately on demand pay that amount as if it was the principal obligor; and; (c) agrees with the Lender that if any obligation guaranteed or expressed to be guaranteed by it is or becomes unenforceable, invalid or illegal, it will, as an independent and primary obligation, indemnify the Lender Security Trustee and each other Secured Party immediately on demand by the Security Trustee against any cost, loss or liability which the Lender it incurs as a result of any Obligor the Borrower not paying any amount which would, but for such unenforceability, invalidity or illegality, have been payable by such Obligor it under the Loan Agreement or any other Finance Document on the date when it would have been due. Any such demand for indemnification shall be made through the Security Trustee, for itself or on behalf of the Secured Parties. The amount payable by a Guarantor under this indemnity will not exceed the amount it would have had to pay under this Clause 18 2.1 if the amount claimed had been recoverable on the basis of a guarantee.

GUARANTEE AND INDEMNITY. Each Guarantor irrevocably and unconditionally jointly and severally: (a) guarantees to the Lender each Finance Party punctual payment performance by each other Obligor of all of that other Obligor’s payment obligations under the Finance Documents; (b) undertakes with the Lender each Finance Party that whenever another an Obligor does not pay any amount when due under or in connection with any Finance Document, that Guarantor shall immediately on demand pay that amount as if it was the principal obligor; and (c) agrees with the Lender each Finance Party that if any obligation guaranteed or expressed to be guaranteed by it is or becomes unenforceable, invalid or illegalillegal (including, for the avoidance of doubt, the situation that under applicable law any such obligation is no longer payable, enforceable, valid or legal in the currency that the Parties expressly agreed was the denominated currency (the “Agreed Currency”)), it will, as an independent and primary obligation, indemnify the Lender that Finance Party immediately on demand against any cost, loss or liability which the Lender it incurs as a result of any Obligor not paying any amount (including, for the avoidance of doubt, not paying any amount in the Agreed Currency) which would, but for such unenforceability, invalidity or illegality, have been payable by such Obligor it under any Finance Document on the date when it would have been due. The amount payable by a Guarantor under this indemnity will not exceed the amount it would have had to pay under this Clause 18 17 if the amount claimed had been recoverable on the basis of a guarantee.

GUARANTEE AND INDEMNITY. Each Guarantor irrevocably and unconditionally unconditionally, jointly and severally, as a principal obligor and not merely as a surety and on the basis of discrete obligations enforceable against it: (a) 17.1.1 guarantees to the Lender punctual payment performance by each other Obligor of all of that other Obligor’s payment 's obligations under the Finance Documents; (b) 17.1.2 undertakes with the Lender that whenever another Obligor does not pay any amount when due under or in connection with any Finance Document, that Guarantor it shall immediately on demand pay that amount as if it was the principal obligor; and (c) 17.1.3 agrees with the Lender that if any obligation guaranteed or expressed to be guaranteed by it is or becomes unenforceable, invalid or illegal, it will, as an independent and primary obligation, indemnify the Lender immediately on demand against any cost, loss or liability which the Lender it incurs as a result of any an Obligor not paying any amount which would, but for such unenforceability, invalidity or illegality, have been payable by such Obligor it under any Finance Document on the date when it would have been due. The amount payable by a Guarantor an Obligor under this indemnity will not exceed the amount it would have had to pay under this Clause 18 17 if the amount claimed had been recoverable on the basis of a guarantee.

GUARANTEE AND INDEMNITY. Each Guarantor irrevocably and unconditionally jointly and severallyunconditionally: (a) guarantees to the Lender each Finance Party punctual payment performance by each Transaction Obligor other Obligor than the Guarantors of all of that such other Transaction Obligor’s payment obligations under the Finance Documents; (b) undertakes with the Lender each Finance Party that whenever another a Transaction Obligor other than the Guarantors does not pay any amount when due under or in connection with any Finance Document, that Guarantor shall immediately on demand pay that amount as if it was were the principal obligor; and (c) agrees with the Lender each Finance Party that if any obligation guaranteed or expressed to be guaranteed by it is or becomes unenforceable, invalid or illegal, it will, as an independent and primary obligation, indemnify the Lender that Finance Party immediately on demand against any cost, loss or liability which the Lender it incurs as a result of any a Transaction Obligor other than the Guarantors not paying any amount which would, but for such unenforceability, invalidity or illegality, have been payable by such Obligor it under any Finance Document on the date when it would have been due. The amount payable by a Guarantor the Guarantors under this indemnity will not exceed the amount it would have had to pay under this Clause 18 16 (Guarantee and Indemnity) if the amount claimed had been recoverable on the basis of a guarantee.

GUARANTEE AND INDEMNITY. Each Subject to Clauses 16.11 (Guarantee limitations) to Clause 16.12 (US guarantee limitation), each Guarantor irrevocably and unconditionally jointly and severally: (a) guarantees as primary obligor and not merely as surety to the Lender Lender, punctual payment performance by each other Obligor of all of that other Obligor’s payment obligations under the Finance Documents; (b) undertakes with the Lender that whenever another Obligor does not pay any amount when due under or in connection with any Finance Document, that Guarantor shall immediately on demand pay that amount as if it was the principal obligor; and (c) agrees with the Lender that if if, for any obligation guaranteed or expressed to be guaranteed reason, any amount claimed by it the Lender under this Clause 16 is or becomes unenforceable, invalid or illegalnot recoverable on the basis of a guarantee, it will, will be liable as an independent a principal debtor and primary obligation, obligor to indemnify the Lender immediately on demand against any cost, loss or liability which the Lender it incurs as a result of any an Obligor not paying any amount which would, but for such unenforceability, invalidity or illegality, have been expressed to be payable by such Obligor it under any Finance Document on the date when it would have been is expressed to be due. The amount payable by a Guarantor under this indemnity will not exceed the amount it would have had to pay under this Clause 18 16 if the amount claimed had been recoverable on the basis of a guarantee.

GUARANTEE AND INDEMNITY. 3.1 Each Guarantor Guarantor, as a principal obligor and not merely as a surety and on the basis of discrete obligations enforceable against it, irrevocably and unconditionally and jointly and severally:severally – (a) guarantees 3.1.1 guarantee to the Lender Debt Guarantor the punctual payment by each other Obligor performance of all of that other Obligor’s payment obligations under the Finance DocumentsGuaranteed Obligations; (b) undertakes with 3.1.2 undertake to the Lender Debt Guarantor that whenever another any Obligor does not pay any amount when due under or in connection with any Finance DocumentGuaranteed Obligations, that Guarantor each of them shall immediately on demand by the Debt Guarantor pay that amount as if it was the principal obligor; and (c) 3.1.3 agrees with the Lender Debt Guarantor that if any obligation guaranteed or expressed to be guaranteed by it Guaranteed Obligation is or becomes unenforceable, invalid or illegal, it will, as an independent and primary obligation, indemnify the Lender Debt Guarantor immediately on demand by the Debt Guarantor against any cost, loss or liability which the Lender it incurs as a result of any Obligor not paying any amount which would, but for such unenforceability, invalidity or illegality, have been payable by such Obligor it under any Finance Document Guaranteed Obligation on the date when it would have been due. The due (and the amount payable by a Guarantor either of them under this indemnity will not exceed the amount it would have had to pay under this Clause 18 clause 3 if the amount claimed had been recoverable on the basis of a guarantee).

GUARANTEE AND INDEMNITY. (a) Each Guarantor irrevocably and unconditionally jointly and severally: (ai) guarantees to each Secured Party the Lender punctual payment by each other Obligor performance of all of that other Obligor’s payment obligations under the Finance DocumentsSecured Obligations; (bii) undertakes with the Lender each Secured Party that whenever another Obligor any Debtor does not pay any amount when due to a Secured Party under or in connection with any Finance Secured Debt Document, that Guarantor shall immediately on demand pay that amount as if it was the principal obligorobligor and not merely as surety; and (ciii) agrees with the Lender each Secured Party that if any obligation guaranteed or expressed to be guaranteed by it is or becomes unenforceable, invalid or illegal, it will, as an independent and primary obligation, indemnify the Lender that Secured Party immediately on demand of such Secured Party against any cost, loss or liability which the Lender incurs incurred by such Secured Party as a result of any Obligor a Debtor not paying any amount which would, but for such unenforceability, invalidity or illegality, have been payable by such Obligor it under any Finance Secured Debt Document on the date when it would have been due. The amount payable by a Guarantor under this indemnity will not exceed the amount it would have had to pay under this Clause 18 7 if the amount claimed had been recoverable on the basis of a guarantee.

GUARANTEE AND INDEMNITY. Each The Guarantor irrevocably unconditionally and unconditionally jointly and severallyirrevocably: (a) guarantees to the Lender Security Trustee punctual payment performance by each other Obligor the Borrower of all of that other Obligorthe Borrower’s payment obligations under or in connection with the Loan Agreement and every other Finance DocumentsDocument; (b) undertakes with to the Lender Security Trustee that whenever another Obligor the Borrower does not pay any amount when due under or in connection with any the Loan Agreement and the other Finance DocumentDocuments, that the Guarantor shall immediately on demand pay that amount as if it was the principal obligor; and; (c) agrees with the Lender that if any obligation guaranteed or expressed to be guaranteed by it is or becomes unenforceable, invalid or illegal, it will, as an independent and primary obligation, indemnify the Lender Security Trustee and each other Secured Party immediately on demand by the Security Trustee against any cost, loss or liability which the Lender it incurs as a result of any Obligor the Borrower not paying any amount which would, but for such unenforceability, invalidity or illegality, have been payable by such Obligor it under the Loan Agreement or any other Finance Document on the date when it would have been due. Any such demand for indemnification shall be made through the Security Trustee, for itself or on behalf of the Secured Parties. The amount payable by a the Guarantor under this indemnity will not exceed the amount it would have had to pay under this Clause 18 2.1 (Guarantee and indemnity) if the amount claimed had been recoverable on the basis of a guarantee.

GUARANTEE AND INDEMNITY. Each Guarantor irrevocably and unconditionally jointly and severally: (a) guarantees to the Lender each Secured Party punctual payment performance by each other Obligor of all of that other Obligor’s payment obligations under the Finance Documents;Secured Liabilities: (b) undertakes with the Lender each Secured Party that whenever another Obligor does not pay any amount when expressed to be due under or in connection with any the Finance DocumentDocuments, that Guarantor shall immediately on demand pay that amount as if it was were the principal obligordebtor; and (c) agrees with the Lender each Secured Party that if any obligation guaranteed or expressed to be guaranteed by it is or becomes unenforceable, invalid or illegal, . it will, as an independent and primary obligation, indemnify the Lender that Secured Party immediately on demand against any actual cost, loss or liability which the Lender (not to include any opportunity cost or cost of funds) it incurs as a result of any an Obligor not paying any amount which would, but for such unenforceability, invalidity or illegality, have been payable by such Obligor it under any Finance Document on the date when it would have been due. Any references in this Agreement to a “guarantee” or a “Guarantor” and any provisions of this Agreement relating to a guarantee but not to a primary obligation shall be ignored for the purpose of interpreting the nature of each Guarantor’s obligations under this paragraph (c). The amount payable by a Guarantor under this indemnity will not exceed the amount it would have had to pay under this Clause 18 13 if the amount claimed had been recoverable on the basis of a guarantee.

GUARANTEE AND INDEMNITY. Each Hedge Guarantor irrevocably and unconditionally jointly and severally: (a) guarantees to the Lender each Hedge Counterparty punctual payment performance by each other Obligor of all of that other Obligor’s payment Borrower's obligations under the Finance DocumentsHedging Agreements; (b) undertakes with the Lender each Hedge Counterparty that whenever another Obligor a Borrower does not pay any amount when due under or in connection with any Finance DocumentHedging Agreement, that Hedge Guarantor shall immediately on demand pay that amount as if it was were the principal obligor; and (c) agrees with the Lender each Hedge Counterparty that if any obligation guaranteed or expressed to be guaranteed by it is or becomes unenforceable, invalid or illegal, it will, as an independent and primary obligation, indemnify the Lender Hedge Counterparty immediately on demand against any cost, loss or liability which the Lender it incurs as a result of any Obligor a Borrower not paying any amount which would, but for such unenforceability, invalidity or illegality, have been payable by such Obligor it under any Finance Document Hedging Agreement on the date when it would have been due. The amount payable by a Hedge Guarantor under this indemnity will not exceed the amount it would have had to pay under this Clause 18 20 (Guarantee and Indemnity – Hedge Guarantors) if the amount claimed had been recoverable on the basis of a guarantee.

GUARANTEE AND INDEMNITY. Each Guarantor irrevocably and unconditionally jointly and severally: (a) guarantees to the Lender each Finance Party punctual payment performance by each other Transaction Obligor of all of that other Transaction Obligor’s payment obligations under the Finance Documents; (b) undertakes with the Lender each Finance Party that whenever another Transaction Obligor does not pay any amount when due under or in connection with any Finance Document, that Guarantor shall immediately on demand pay that amount as if it was the principal obligor; and (c) agrees with the Lender each Finance Party that if any obligation guaranteed or expressed to be guaranteed by it is or becomes unenforceable, invalid or illegal, it will, as an independent and primary obligation, indemnify the Lender that Finance Party immediately on demand against any cost, loss or liability which the Lender such Finance Party incurs as a result of any a Transaction Obligor not paying any amount which would, but for such unenforceability, invalidity or illegality, have been payable by such Transaction Obligor under any Finance Document on the date when it would have been due. The amount payable by a Guarantor under this indemnity will not exceed the amount it would have had to pay under this Clause 18 19 if the amount claimed demanded had been recoverable on the basis of a guarantee.

GUARANTEE AND INDEMNITY. Each The Guarantor irrevocably and unconditionally jointly and severally, until the Guarantee Termination Date: (a) guarantees to the Lender punctual payment performance by each other Obligor the Borrower of all of that other Obligorthe Borrower’s payment obligations under the Finance Documents; (b) undertakes with the Lender that whenever another Obligor the Borrower does not pay any amount when due under or in connection with any Finance Document, that the Guarantor shall immediately on demand pay that amount as if it was the principal obligor; and (c) agrees with the Lender that if any obligation guaranteed or expressed to be guaranteed by it is or becomes unenforceable, invalid or illegal, it will, as an independent and primary obligation, indemnify the Lender immediately on demand against any cost, loss or liability which the Lender it incurs as a result of any Obligor the Borrower not paying any amount which would, but for such unenforceability, invalidity or illegality, have been payable by such Obligor it under any Finance Document on the date when it would have been due. The amount payable by a the Guarantor under this indemnity will not exceed the amount it would have had to pay under this Clause 18 17 if the amount claimed had been recoverable on the basis of a guarantee.

GUARANTEE AND INDEMNITY. Each Guarantor irrevocably and unconditionally jointly and severally:all Finance Documents (a) guarantees to the Lender each Finance Party punctual payment performance by each other Obligor of all of that other Obligor’s payment obligations under the Finance Documents; (b) undertakes with the Lender each Finance Party that whenever another an Obligor does not pay any amount when due under or in connection with any Finance Document, that Guarantor it shall immediately on demand pay that amount as if it was were the principal obligor; and (c) agrees with the Lender each Finance Party that if any obligation guaranteed or expressed to be guaranteed by it pursuant to this Clause 18 is or becomes unenforceable, invalid or illegalillegal or is otherwise discharged by the operation of clause 8.2 (Distressed Disposals) of the Intercreditor Agreement, it will, as an independent and primary obligation, indemnify the Lender that Finance Party immediately on demand against any cost, loss or liability which the Lender it incurs as a result of any an Obligor not paying any amount which would, but for such unenforceability, invalidity or illegality, have been payable by such Obligor it under any Finance Document on the date when it would have been due. The amount payable by a Guarantor under this indemnity will not exceed the amount it would have had to pay under this Clause 18 if the amount claimed had been recoverable on the basis of a guarantee.

GUARANTEE AND INDEMNITY. Each Guarantor irrevocably and unconditionally jointly and severally: (a) guarantees to the Lender each External Creditor punctual payment performance by each other Obligor Debtor of all of that other Obligor’s payment Debtors' obligations under the Finance Secured Debt Documents; (b) undertakes with the Lender each External Creditor that whenever another Obligor a Debtor does not pay any amount when due under or in connection with any Finance Secured Debt Document, that Guarantor shall immediately on demand pay that amount as if it was the principal obligor; and (c) agrees with the Lender each External Creditor that if any obligation guaranteed or expressed to be guaranteed by it is or becomes unenforceable, invalid or illegal, it will, as an independent and primary obligation, indemnify the Lender that External Creditor immediately on demand against any cost, loss or liability which the Lender it incurs as a result of any Obligor a Debtor not paying any amount which would, but for such unenforceability, invalidity or illegality, have been payable by such Obligor it under any Finance Secured Debt Document on the date when it would have been due. The amount payable by a Guarantor under this indemnity will not exceed the amount it would have had to pay under this Clause 18 15 if the amount claimed had been recoverable on the basis of a guarantee.

GUARANTEE AND INDEMNITY. Each Guarantor irrevocably 15.1 Guarantee and unconditionally jointly and severally:indemnity (a) 15.1.1 guarantees to the Lender each Finance Party punctual payment performance by each other Obligor Borrower and the Parent of all of that other ObligorBorrower’s payment and the Parent’s obligations under the Finance Documents; (b) 15.1.2 undertakes with the Lender each Finance Party that whenever another Obligor a Borrower or the Parent does not pay any amount when due under or in connection with any Finance Document, that Guarantor shall immediately on demand pay that amount as if it was the principal obligor; and (c) 15.1.3 agrees with the Lender each Finance Party that if any obligation guaranteed or expressed to be guaranteed by it is or becomes unenforceable, invalid or illegal, it will, as an independent and primary obligation, indemnify the Lender that Finance Party immediately on demand (and shall make the relevant payment within five (5) Business Days of demand) against any cost, loss or liability which the Lender it incurs as a result of any Obligor a Borrower or the Parent not paying any amount which would, but for such unenforceability, invalidity or illegality, have been payable by such Obligor it under any Finance Document on the date when it would have been due. The amount payable by a Guarantor under this indemnity will not exceed the amount it would have had to pay under this Clause 18 clause 15 if the amount claimed had been recoverable on the basis of a guarantee.

GUARANTEE AND INDEMNITY. 30.1 Guarantee and Indemnity Each Guarantor irrevocably and unconditionally jointly and severally: (a) guarantees to the Lender Security Agent (as trustee for the Finance Parties) and the other Finance Parties punctual payment performance by each other Obligor of all of that other such Obligor’s payment obligations under the Finance Documents; (b) undertakes with the Lender Security Agent (as trustee for the Finance Parties) and the other Finance Parties that whenever another Obligor does not pay any amount when due under or in connection with any Finance Document, that Guarantor it shall immediately on demand pay that amount as if it was the principal obligor; and (c) agrees with the Lender Security Agent (as trustee for the Finance Parties) and the other Finance Parties that if any obligation guaranteed or expressed to be guaranteed by it is or becomes unenforceable, invalid or illegal, it will, as an independent and primary obligation, obligation indemnify the Lender that Finance Party immediately on demand against any cost, loss or liability which the Lender it incurs as a result of any an Obligor not paying any amount which would, but for such unenforceability, invalidity or illegality, have been payable by such that Obligor under any Finance Document on the date when it would have been due. The amount payable by a Guarantor under this indemnity will not exceed the amount it would have had to pay under this Clause 18 18.1 if the amount claimed had been recoverable on the basis of a guarantee.

GUARANTEE AND INDEMNITY. Each Subject to Clause 19.13 (Limitations), each Guarantor irrevocably and unconditionally jointly and severally, irrevocably and unconditionally: (a) guarantees to each Secured Party as and for its own debt and not merely as surety the Lender punctual payment performance by each other Obligor Borrower of all of that other ObligorBorrower’s payment obligations under the Finance Documents; (b) undertakes with the Lender each Secured Party that whenever another Obligor a Borrower does not pay any amount when due under or in connection with any Finance Document, that Guarantor shall immediately on demand by the Agent pay that amount as if it was the principal obligor; and (c) agrees with the Lender each Secured Party that if any an obligation guaranteed or expressed to be guaranteed by it is or becomes unenforceable, invalid or illegal, it will, as an independent and primary obligation, indemnify the Lender that Secured Party immediately on demand against any cost, loss or liability which the Lender it incurs as a result of any Obligor a Borrower not paying any amount which would, but for such unenforceability, invalidity or illegality, have been payable by such Obligor it under any Finance Document on the date when it would have been due. The amount payable by a Guarantor under this indemnity will not exceed the amount it would have had to pay under this Clause 18 19 if the amount claimed had been recoverable on the basis of a guarantee.

GUARANTEE AND INDEMNITY. Each Guarantor irrevocably and unconditionally jointly and severally: (a) guarantees to the Lender each External Creditor punctual payment performance by each other Obligor Debtor of all of that other ObligorDebtor’s payment obligations under the Finance DocumentsDocuments and the Hedging Agreements; (b) undertakes with the Lender each External Creditor that whenever another Obligor Debtor does not pay any amount when due under or in connection with any Finance DocumentDocument or a Hedging Agreement, that Guarantor shall immediately on demand pay that amount as if it was the principal obligor; and (c) agrees with the Lender each External Creditor that if any obligation guaranteed or expressed to be guaranteed by it is or becomes unenforceable, invalid or illegal, it will, as an independent and primary obligation, indemnify the Lender that External Creditor immediately on demand against any cost, loss or liability which the Lender it incurs as a result of any Obligor a Debtor not paying any amount which would, but for such unenforceability, invalidity or illegality, have been payable by such Obligor it under any Finance Document or any Hedging Agreement on the date when it would have been due. The amount payable by a Guarantor under this indemnity will not exceed the amount it would have had to pay under this Clause 18 15 if the amount claimed had been recoverable on the basis of a guarantee.

GUARANTEE AND INDEMNITY. Each Subsidiary Guarantor jointly and severally and irrevocably and unconditionally jointly and severally: unconditionally: (a) guarantees to the Lender Issuing Bank punctual payment performance by each other Obligor of all of that other Obligor’s payment its obligations under the Finance Documents; Financing Agreements; (b) undertakes with the Lender that whenever another Obligor does Issuing Bank to pay as primary obligor and not pay any amount when as surety, principal, interest and all other amounts due under or in connection with any Finance DocumentFinancing Agreement including but not limited to the payment of principal, that Guarantor shall interest (including default interest and post-petition interest) and the make-whole amount or swap breakage amounts or libor breakage amounts, if any, and the due and punctual payment of all other amounts payable (all such obligations so guaranteed are herein collectively referred to as the “Guaranteed Obligations”), it must immediately on demand by the Issuing Bank pay that amount as if it was were the principal obligorobligor in respect of that amount; and and (c) agrees with indemnifies the Lender that Issuing Bank immediately on demand against any loss or liability suffered by the Issuing Bank if any obligation guaranteed or expressed to be guaranteed by it is or becomes unenforceable, invalid or illegal, it will, as an independent and primary obligation, indemnify ; the Lender immediately on demand against any cost, amount of the loss or liability which the Lender incurs as a result of any Obligor not paying any amount which would, but for such unenforceability, invalidity or illegality, have been payable by such Obligor under any Finance Document on the date when it would have been due. The amount payable by a Guarantor under this indemnity will not exceed be equal to the amount it the Issuing Bank would otherwise have had been entitled to pay under this Clause 18 if the amount claimed had been recoverable on the basis of a guaranteerecover.

GUARANTEE AND INDEMNITY. 18.1 Guarantee and indemnity Each Guarantor irrevocably and unconditionally jointly and severally: (a) guarantees to the Lender punctual payment performance by each other Obligor the Borrower of all of that other ObligorBorrower’s payment obligations under the Finance Documents; (b) undertakes with the Lender that whenever another Obligor the Borrower does not pay any amount when due under or in connection with any Finance Document, that Guarantor shall immediately on demand pay that amount as if it was the principal obligor; and (c) agrees with the Lender that if any obligation guaranteed or expressed to be guaranteed by it is or becomes unenforceable, invalid or illegal, it will, as an independent and primary obligation, indemnify the Lender immediately on demand against any cost, loss or liability which the Lender it incurs as a result of any Obligor the Borrower not paying any amount which would, but for such unenforceability, invalidity or illegality, have been payable by such Obligor it under any Finance Document on the date when it would have been due. The amount payable by a Guarantor under this indemnity will not exceed the amount it would have had to pay under this Clause 18 if the amount claimed had been recoverable on the basis of a guarantee.

GUARANTEE AND INDEMNITY. 3.1 Each Guarantor Cedent, as a principal obligor and not merely as a surety and on the basis of discrete obligations enforceable against it, irrevocably and unconditionally and jointly and severally:severally – (a) 3.1.1 guarantees to the Lender Debt Guarantor the punctual payment by each other Obligor performance of all of that other Obligor’s payment obligations under the Finance DocumentsGuaranteed Obligations; (b) 3.1.2 undertakes with to the Lender Debt Guarantor that whenever another any Obligor does not pay any amount when due under or in connection with any Finance DocumentGuaranteed Obligations, that Guarantor each of them shall immediately on demand by the Debt Guarantor pay that amount as if it was the principal obligor; and (c) 3.1.3 agrees with the Lender Debt Guarantor that if any obligation guaranteed or expressed to be guaranteed by it Guaranteed Obligation is or becomes unenforceable, invalid or illegal, it will, as an independent and primary obligation, indemnify the Lender Debt Guarantor immediately on demand by the Debt Guarantor against any cost, loss or liability which the Lender it incurs as a result of any Obligor not paying any amount which would, but for such unenforceability, invalidity or illegality, have been payable by such Obligor it under any Finance Document Guaranteed Obligations on the date when it would have been due. The due (and the amount payable by a Guarantor either of them under this indemnity will not exceed the amount it would have had to pay under this Clause 18 clause 3 if the amount claimed had been recoverable on the basis of a guarantee).

GUARANTEE AND INDEMNITY. Each Guarantor Borrower absolutely, irrevocably and unconditionally unconditionally, jointly and severally: (a) guarantees to each Hedging Bank punctual performance by the Lender punctual payment by each other Obligor Guarantor of all of that other Obligorthe Guarantor’s payment obligations under the Finance Existing Hedging Documents; (b) undertakes with the Lender each Hedging Bank that whenever another Obligor the Guarantor does not pay any amount when due under or in connection with any Finance Existing Hedging Document, that Guarantor it shall immediately on demand pay that amount as if it was the principal obligor; and (c) agrees with the Lender each Hedging Bank that if any obligation guaranteed or expressed to be guaranteed by it is or becomes unenforceable, invalid or illegal, it will, as an independent and primary obligation, indemnify the Lender that Hedging Bank immediately on demand against any cost, loss or liability which the Lender Loss it incurs as a result of any Obligor the Guarantor not paying any amount which would, but for such unenforceability, invalidity or illegality, or any operation of law have been payable by such Obligor it under any Finance Existing Hedging Document on the date when it would have been due. The amount payable by a Guarantor Borrower under this indemnity will not exceed the amount it would have had to pay under this Clause 18 44 if the amount claimed had been recoverable on the basis of a guarantee.

GUARANTEE AND INDEMNITY. Each Subsidiary Guarantor jointly and severally and irrevocably and unconditionally jointly and severallyunconditionally: (a) guarantees to the Lender each holder of Notes punctual payment performance by each other Obligor of all of that other Obligor’s payment its obligations under the Finance DocumentsFinancing Agreements; (b) undertakes with the Lender that whenever another Obligor does each holder of Notes to pay as primary obligor and not pay any amount when as surety, principal, Make-Whole Amount, Modified Make-Whole Amount, interest and all other amounts due under or in connection with any Finance DocumentFinancing Agreement including but not limited to the payment of principal, that Guarantor shall interest (including default interest and post-petition interest) and the make-whole amount or swap breakage amounts or libor breakage amounts, if any, and the due and punctual payment of all other amounts payable (all such obligations so guaranteed are herein collectively referred to as the "Guaranteed Obligations"), it must immediately on demand by the Required Holders pay that amount as if it was were the principal obligorobligor in respect of that amount; and (c) agrees with the Lender indemnifies each holder of Notes immediately on demand against any loss or liability suffered by that holder of Notes if any obligation guaranteed or expressed to be guaranteed by it is or becomes unenforceable, invalid or illegal, it will, as an independent and primary obligation, indemnify ; the Lender immediately on demand against any cost, amount of the loss or liability which the Lender incurs as a result of any Obligor not paying any amount which would, but for such unenforceability, invalidity or illegality, have been payable by such Obligor under any Finance Document on the date when it would have been due. The amount payable by a Guarantor under this indemnity will not exceed be equal to the amount it the holder of Notes would otherwise have had been entitled to pay under this Clause 18 if the amount claimed had been recoverable on the basis of a guaranteerecover.

GUARANTEE AND INDEMNITY. Each Subsidiary Guarantor jointly and severally and irrevocably and unconditionally jointly and severallyunconditionally: (a) guarantees to the Lender Issuing Bank punctual payment performance by each other Obligor of all of that other Obligor’s payment its obligations under the Finance DocumentsFinancing Agreements; (b) undertakes with the Lender that whenever another Obligor does Issuing Bank to pay as primary obligor and not pay any amount when as surety, principal, interest and all other amounts due under or in connection with any Finance DocumentFinancing Agreement including but not limited to the payment of principal, that Guarantor shall interest (including default interest and post-petition interest) and the make-whole amount or swap breakage amounts or libor breakage amounts, if any, and the due and punctual payment of all other amounts payable (all such obligations so guaranteed are herein collectively referred to as the “Guaranteed Obligations”), it must immediately on demand by the Issuing Bank pay that amount as if it was were the principal obligorobligor in respect of that amount; and (c) agrees with indemnifies the Lender that Issuing Bank immediately on demand against any cost, loss or liability suffered by the Issuing Bank if any obligation guaranteed or expressed to be guaranteed by it is or becomes unenforceable, invalid or illegal, it will, as an independent and primary obligation, indemnify ; the Lender immediately on demand against any cost, amount of the loss or liability which the Lender incurs as a result of any Obligor not paying any amount which would, but for such unenforceability, invalidity or illegality, have been payable by such Obligor under any Finance Document on the date when it would have been due. The amount payable by a Guarantor under this indemnity will not exceed be equal to the amount it the Issuing Bank would otherwise have had been entitled to pay under this Clause 18 if the amount claimed had been recoverable on the basis of a guaranteerecover.

GUARANTEE AND INDEMNITY. Each Guarantor hereby irrevocably and unconditionally unconditionally, jointly and severally:severally (Sw. solidariskt), but subject to any limitations set out in Clause 2.10 (Guarantee limitations): (a) guarantees to each Secured Party, as represented by the Lender Security Agent, as for its own debt (Sw. såsom för egen skuld) the full and punctual payment and performance by each other Obligor the Obligors of the Secured Obligations including, but not limited to, the payment of principal and interest under the Finance Documents when due, whether at maturity, by acceleration, by redemption or otherwise, and interest on any such obligation which is overdue, and of all other monetary obligations of that other Obligor’s payment obligations the Obligors to the Secured Parties under the Finance Documents; (b) undertakes with each Secured Party, as represented by the Lender Security Agent, that whenever another any Obligor does not pay any amount when due under or in connection with any the Finance DocumentDocuments, that Guarantor shall immediately on demand pay that amount as if it was the principal obligor; and (c) agrees with the Lender Security Agent that if any obligation guaranteed or expressed to be guaranteed by it it, is or becomes unenforceable, invalid or illegal, it will, as an independent and primary obligation, indemnify the Lender Secured Parties immediately on demand against any cost, loss or liability which any of the Lender Security Parties incurs as a result of any Obligor not paying any amount which would, but for such unenforceability, invalidity or illegality, have been payable by such Obligor under any the Finance Document Documents on the date when it would have been due. The amount payable by a Guarantor under this indemnity paragraph (c) will not exceed the amount it which the Guarantor would have had to pay under this Clause 18 2 if the amount claimed had been recoverable on the basis of a guarantee.

GUARANTEE AND INDEMNITY. Each Guarantor irrevocably and unconditionally jointly and severallyunconditionally: (a) guarantees to the Lender each Finance Party punctual payment performance by each Obligor other Obligor than the Guarantors of all of that such other Obligor’s payment obligations under the Finance Documents; (b) undertakes with the Lender each Finance Party that whenever another an Obligor does other than the Guarantors do not pay any amount when due under or in connection with any Finance Document, that Guarantor the Guarantors shall immediately on demand pay that amount as if it was were the principal obligor; and (c) agrees with the Lender each Finance Party that if any obligation guaranteed or expressed to be guaranteed by it is or becomes unenforceable, invalid or illegal, it will, as an independent and primary obligation, indemnify the Lender that Finance Party immediately on demand against any cost, loss or liability which the Lender it incurs as a result of any an Obligor other than the Guarantors not paying any amount which would, but for such unenforceability, invalidity or illegality, have been payable by such Obligor it under any Finance Document on the date when it would have been due. The amount payable by a Guarantor the Guarantors under this indemnity will not exceed the amount it would have had to pay under this Clause 18 19 (Guarantee and Indemnity – Guarantor) if the amount claimed had been recoverable on the basis of a the guarantee.

GUARANTEE AND INDEMNITY. Each Hedge Guarantor irrevocably and unconditionally jointly and severally: (a) guarantees to the Lender each Hedge Counterparty punctual payment performance by each other Obligor Borrower of all of that other ObligorBorrower’s payment obligations under the Finance DocumentsHedging Agreements; (b) undertakes with the Lender each Hedge Counterparty that whenever another Obligor a Borrower does not pay any amount when due under or in connection with any Finance DocumentHedging Agreement, that Hedge Guarantor shall immediately on demand pay that amount as if it was were the principal obligor; and (c) agrees with the Lender each Hedge Counterparty that if any obligation guaranteed or expressed to be guaranteed by it is or becomes unenforceable, invalid or illegal, it will, as an independent and primary obligation, indemnify the Lender that Hedge Counterparty immediately on demand against any documented cost, loss or liability which the Lender it incurs as a result of any Obligor a Borrower not paying any amount which would, but for such unenforceability, invalidity or illegality, have been payable by such Obligor it under any Finance Document Hedging Agreement on the date when it would have been due. The amount payable by a Hedge Guarantor under this indemnity will not exceed the amount it would have had to pay under this Clause 18 (Guarantee and Indemnity – Hedge Guarantors) if the amount claimed had been recoverable on the basis of a guarantee.

GUARANTEE AND INDEMNITY. Each The Guarantor irrevocably and unconditionally jointly and severallyunconditionally: (a) guarantees to the Lender Security Agent the punctual payment by each other Obligor the Borrower of all of that other Obligor’s the Secured Liabilities which constitute payment obligations under (the Finance Documents“Guaranteed Obligations”); (b) undertakes with the Lender Security Agent that whenever another Obligor the Borrower does not pay any amount of the Guaranteed Obligations when due under or in connection with within any Finance Documentapplicable grace period, that the Guarantor shall immediately on demand pay that amount as if it was were the principal obligor; and (c) agrees with the Lender Security Agent that if any obligation guaranteed or expressed to be guaranteed by it is or becomes unenforceable, invalid or illegal, it will, as an independent and primary obligation, indemnify the Lender Security Agent immediately on demand against any cost, loss or liability which the Lender it incurs as a result of any Obligor the Borrower not paying any amount which would, but for such unenforceability, invalidity or illegality, have been payable by such Obligor it under any Finance Document on the date when it would have been due. The amount payable by a the Guarantor under this indemnity will not exceed the amount it would have had to pay under this Clause 18 Deed if the amount claimed had been recoverable on the basis of a guarantee.

GUARANTEE AND INDEMNITY. Each Subject to Clause 14.2 (Scope and duration of the Guarantee and indemnity), the Guarantor irrevocably and unconditionally jointly and severallyunconditionally: (a) guarantees to the Lender punctual payment performance by each other Obligor the Borrower of all of that other Obligor’s payment its obligations under the Finance Documents; (b) undertakes with the Lender that that, whenever another Obligor the Borrower does not pay any amount when due under or in connection with any Finance Document, that Guarantor shall it must immediately on demand pay that amount as if it was were the principal obligorobligor in respect of that amount; and (c) agrees with the Lender that that, if any obligation guaranteed or expressed to be guaranteed by it the Guarantor is or becomes unenforceable, invalid or illegal, it will, as an independent and primary obligation, indemnify the Lender immediately on demand against any cost, loss or liability which suffered by the Lender incurs as a result of any Obligor the Borrower not paying any amount which would, but for such unenforceability, invalidity or illegality, have been payable by such Obligor it under any Finance Document on the date when it would have been due. The amount payable by a Guarantor of the loss or liability under this indemnity will not exceed the amount it the Lender would otherwise have had been entitled to pay under this Clause 18 if the amount claimed had been recoverable on the basis of a guaranteerecover.

GUARANTEE AND INDEMNITY. Each Subsidiary Guarantor jointly and severally and irrevocably and unconditionally jointly and severallyunconditionally: (a) guarantees to the Lender each holder of Notes punctual payment performance by each other Obligor of all of that other Obligor’s payment its obligations under the Finance DocumentsFinancing Agreements; (b) undertakes with the Lender that whenever another Obligor does each holder of Notes to pay as primary obligor and not pay any amount when as surety, principal, Make-Whole Amount, Modified Make-Whole Amount, interest and all other amounts due under or in connection with any Finance DocumentFinancing Agreement including but not limited to the payment of principal, that Guarantor shall interest (including default interest and post-petition interest) and the make-whole amount or swap breakage amounts or libor breakage amounts, if any, and the due and punctual payment of all other amounts payable (all such obligations so guaranteed are herein collectively referred to as the “Guaranteed Obligations"), it must immediately on demand by the Required Holders pay that amount as if it was were the principal obligorobligor in respect of that amount; andand UTi Worldwide Inc. Note Purchase Agreement (c) agrees with the Lender indemnifies each holder of Notes immediately on demand against any loss or liability suffered by that holder of Notes if any obligation guaranteed or expressed to be guaranteed by it is or becomes unenforceable, invalid or illegal, it will, as an independent and primary obligation, indemnify ; the Lender immediately on demand against any cost, amount of the loss or liability which the Lender incurs as a result of any Obligor not paying any amount which would, but for such unenforceability, invalidity or illegality, have been payable by such Obligor under any Finance Document on the date when it would have been due. The amount payable by a Guarantor under this indemnity will not exceed be equal to the amount it the holder of Notes would otherwise have had been entitled to pay under this Clause 18 if the amount claimed had been recoverable on the basis of a guaranteerecover.

GUARANTEE AND INDEMNITY. Each Hedge Guarantor irrevocably and unconditionally jointly and severally: (a) guarantees to the Lender each Hedge Counterparty punctual payment performance by each other Obligor Borrower of all of that other ObligorBorrower’s payment obligations under the Finance DocumentsHedging Agreement; (b) undertakes with the Lender each Hedge Counterparty that whenever another Obligor a Borrower does not pay any amount when due under or in connection with any Finance DocumentHedging Agreement, that Hedge Guarantor shall immediately on demand pay that amount as if it was were the principal obligor; and (c) agrees with the Lender each Hedge Counterparty that if any obligation guaranteed or expressed to be guaranteed by it is or becomes unenforceable, invalid or illegal, it will, as an independent and primary obligation, indemnify the Lender that Hedge Counterparty immediately on demand against any cost, loss or liability which the Lender it incurs as a result of any Obligor a Borrower not paying any amount which would, but for such unenforceability, invalidity or illegality, have been payable by such Obligor it under any Finance Document Hedging Agreement on the date when it would have been due. The amount payable by a Hedge Guarantor under this indemnity will not exceed the amount it would have had to pay under this Clause 18 (Guarantee and Indemnity – Hedge Guarantors) if the amount claimed had been recoverable on the basis of a guarantee.

GUARANTEE AND INDEMNITY. Each 2.1 Guarantee and indemnity The Guarantor irrevocably and unconditionally jointly and severallyunconditionally: (a) guarantees to the Lender the punctual payment performance by each other Obligor the Company of all of that other Obligorthe Company’s payment obligations under the Finance DocumentsRelevant Document; (b) undertakes with the Lender that whenever another Obligor the Company does not pay any amount when due under or in connection with any Finance the Relevant Document, that the Guarantor shall immediately on demand pay that amount as if it was the principal obligor; and (c) agrees with the Lender that if the Company fails to perform any of its obligations under the Relevant Document or if any obligation guaranteed or expressed to be guaranteed by it the Guarantor is or becomes unenforceable, invalid or illegal, it will, as an independent and primary obligation, indemnify the Lender immediately on demand against any cost, loss or liability which the Lender it incurs as a result of any Obligor the Company not paying any amount which would, but for such unenforceability, invalidity or illegality, have been payable by such Obligor it under any Finance the Relevant Document on the date when it would have been due. The amount payable by a the Guarantor under this indemnity will not exceed the amount it would have had to pay under this Clause 18 2 if the amount claimed had been recoverable on the basis of a guarantee.

GUARANTEE AND INDEMNITY. (a) Each Guarantor hereby irrevocably and unconditionally unconditionally, jointly and severally, to the greatest extent permitted by applicable law: (ai) guarantees to the Lender each Secured Party punctual payment performance by each other Obligor Grantor of all of that other Obligor’s payment Grantor's obligations under the Finance Secured Debt Documents; (bii) undertakes with the Lender each Secured Party that whenever another Obligor any Grantor does not pay any amount when due to a Secured Party under or in connection with any Finance Secured Debt Document, that Guarantor shall immediately on demand pay that amount as if it was the principal obligorobligor and not merely as surety; and (ciii) agrees with the Lender each Secured Party that if any obligation guaranteed or expressed to be guaranteed by it is or becomes unenforceable, invalid or illegal, it will, as an independent and primary obligation, indemnify the Lender that Secured Party immediately on demand against any cost, loss or liability which the Lender it incurs as a result of any Obligor a Grantor not paying any amount which would, but for such unenforceability, invalidity or illegality, have been payable by such Obligor it under any Finance Secured Debt Document on the date when it would have been due. The amount payable by a Guarantor under this indemnity will not exceed the amount it would have had to pay under this Clause 18 Section 5.01 if the amount claimed had been recoverable on the basis of a guarantee. #4887-0762-5804 (b) This guarantee is a continuing guarantee and will extend to the ultimate balance of sums payable by each Grantor to the Secured Parties under the Secured Debt Documents, regardless of any intermediate payment or discharge in whole or in part.

GUARANTEE AND INDEMNITY. Each Guarantor jointly and severally (if there is more than one Guarantor) and irrevocably and unconditionally jointly and severallyunconditionally: (a) guarantees to the Lender each Finance Party punctual payment performance by each other Obligor of all of that other Obligor’s its payment obligations under the Finance Documents; (b) undertakes with the Lender that each Finance Party that, whenever another an Obligor does not pay any amount when due under or in connection with any Finance Document, that Guarantor shall must immediately on demand by the Facility Agent pay that amount as if it was were the principal obligor; and; (c) agrees with the Lender each Finance Party that if any obligation guaranteed or expressed to be guaranteed by it is or becomes unenforceable, invalid or illegal, it will, as an independent and primary obligation, indemnify the Lender that Finance Party immediately on demand against any cost, loss or liability which the Lender it incurs as a result of any an Obligor not paying any amount which would, but for such unenforceability, invalidity or illegality, have been payable by such Obligor it under any Finance Document on the date when it would have been due. The amount payable by a Guarantor under this indemnity will not exceed the amount it would have had to pay under this Clause 18 15 if the amount claimed had been recoverable on the basis of a guarantee; and (d) agrees that: (i) this is a guarantee of payment and not a guarantee of collection; (ii) its obligations under this guarantee are independent of the validity or enforceability of any or all of the obligations of any or all of the Obligors; and (iii) a separate action may be brought and prosecuted against that Guarantor whether or not any action is brought against any or all of the Obligors.

GUARANTEE AND INDEMNITY. Each Guarantor irrevocably and unconditionally jointly and severally:, as a principal obligor and not merely as a surety and on the basis of discrete obligations enforceable against it – (a) 17.1.1 guarantees to the Lender punctual payment performance by each other Obligor of all of that other Obligor’s payment obligations under the Finance Documents; (b) 17.1.2 undertakes with to the Lender that whenever another an Obligor does not pay any amount when due under or in connection with any Finance Document, that Guarantor shall immediately on demand pay that amount as if it was the principal obligor; and (c) 17.1.3 agrees with the Lender that if any obligation guaranteed or expressed to be guaranteed by it is or becomes unenforceable, invalid or illegal, it will, as an independent and primary obligation, indemnify the Lender immediately on demand against any cost, loss or liability which the Lender it incurs as a result of any an Obligor not paying any amount which would, but for such unenforceability, invalidity or illegality, have been payable by such Obligor it under any Finance Document on the date when it would have been due. The amount payable by a Guarantor under this indemnity will not exceed the amount it would have had to pay under this Clause 18 17 if the amount claimed had been recoverable on the basis of a guarantee.

GUARANTEE AND INDEMNITY. 3.1 Guarantee and indemnity Each New Guarantor, jointly and severally with the other New Guarantor and the Guarantor, irrevocably and unconditionally jointly and severally: unconditionally: (a) guarantees to the Lender Security Agent (as trustee for the Finance Parties) and the other Finance Parties punctual payment performance by each other Obligor of all of that other such Obligor’s payment obligations under the Finance Documents; ; (b) undertakes with the Lender Security Agent (as trustee for the Finance Parties) and the other Finance Parties that whenever another Obligor (other than the Charterer) does not pay any amount when due under or in connection with any Finance Document, that Guarantor it shall immediately on demand pay that amount as if it was the principal obligor; and and (c) agrees with the Lender Security Agent (as trustee for the Finance Parties) and the other Finance Parties that if any obligation guaranteed or expressed to be guaranteed by it is or becomes unenforceable, invalid or illegal, it will, as an independent and primary obligation, obligation indemnify the Lender that Finance Party immediately on demand against any cost, loss or liability which the Lender it incurs as a result of any another Obligor (other than the Charterer) not paying any amount which would, but for such unenforceability, invalidity or illegality, have been payable by such Obligor under any Finance Document on the date when it would have been due. The amount payable by a Guarantor under this indemnity will not exceed the amount it that would have had to pay been payable under this Clause 18 clause 3.1 if the amount claimed had been recoverable on the basis of a guarantee.

GUARANTEE AND INDEMNITY. Each Guarantor irrevocably and unconditionally jointly and severally: (a) guarantees to the Lender Investors punctual payment performance by each other Obligor the Issuer of all of that other Obligor’s payment its obligations under the Finance Documents; (b) undertakes with the Lender that Investors that, whenever another Obligor the Issuer does not pay any amount when due under or in connection with any the Finance DocumentDocuments, that Guarantor shall must, immediately on demand by an Investor, pay that amount (in the currency in which it is due) as if it was that Guarantor were the principal obligordebtor in respect of that amount; and (c) agrees with the Lender Investors that if if, for any obligation guaranteed or expressed to reason, any amount claimed by the Investors under this Clause is not recoverable from that Guarantor on the basis of a guarantee then that Guarantor will be guaranteed by it is or becomes unenforceable, invalid or illegal, it will, liable as an independent a principal debtor and primary obligation, obligor to indemnify (to the Lender immediately on demand against fullest extent permitted by applicable law) the Investors in respect of any cost, loss or liability which the Lender incurs they incur as a result of any Obligor not paying the Issuer failing to pay any amount which would, but for such unenforceability, invalidity or illegality, have been expressed to be payable by such Obligor it under any Finance Document on the date when it would ought to have been duepaid. The amount payable by a Guarantor under this indemnity will not exceed the amount it that would have had to pay be paid under this Clause 18 if had the amount claimed had been recoverable on the basis of a guarantee.

GUARANTEE AND INDEMNITY. 13.1 Guarantee and indemnity Each Guarantor irrevocably and unconditionally jointly and severally: (a) guarantees to the Lender punctual payment performance by each other Obligor of all of that other Obligor’s payment obligations under the Finance Documents; (b) undertakes with the Lender that whenever another Obligor does not pay any amount when due under or in connection with any Finance Document, that Guarantor shall immediately on demand pay that amount as if it was the principal obligor; and (c) agrees with the Lender that if any obligation guaranteed or expressed to be guaranteed by it is or becomes unenforceable, invalid or illegal, it will, as an independent and primary obligation, indemnify the Lender immediately on demand against any cost, loss or liability which the Lender it incurs as a result of any an Obligor not paying any amount which would, but for such unenforceability, invalidity or illegality, have been payable by such Obligor it under any Finance Document on the date when it would have been due. The amount payable by a Guarantor under this indemnity will not exceed the amount it would have had to pay under this Clause 18 13 if the amount claimed had been recoverable on the basis of a guarantee.

GUARANTEE AND INDEMNITY. Each Subsidiary Guarantor jointly and severally and irrevocably and unconditionally jointly and severallyunconditionally: (a) guarantees to the Lender each holder of Notes punctual payment performance by each other Obligor of all of that other Obligor’s payment its obligations under the Finance DocumentsFinancing Agreements; (b) undertakes with the Lender that whenever another Obligor does each holder of Notes to pay as primary obligor and not pay any amount when as surety, principal, Make-Whole Amount, Modified Make-Whole Amount, interest and all other amounts due under or in connection with any Finance DocumentFinancing Agreement including but not limited to the payment of principal, that Guarantor shall interest (including default interest and post-petition interest) and the make-whole amount or swap breakage amounts or libor breakage amounts, if any, and the due and punctual payment of all other amounts payable (all such obligations so guaranteed are herein collectively referred to as the “Guaranteed Obligations”), it must immediately on demand by the Required Holders pay that amount as if it was were the principal obligorobligor in respect of that amount; and (c) agrees with the Lender indemnifies each holder of Notes immediately on demand against any loss or liability suffered by that holder of Notes if any obligation guaranteed or expressed to be guaranteed by it is or becomes unenforceable, invalid or illegal, it will, as an independent and primary obligation, indemnify ; the Lender immediately on demand against any cost, amount of the loss or liability which the Lender incurs as a result of any Obligor not paying any amount which would, but for such unenforceability, invalidity or illegality, have been payable by such Obligor under any Finance Document on the date when it would have been due. The amount payable by a Guarantor under this indemnity will not exceed be equal to the amount it the holder of Notes would otherwise have had been entitled to pay under this Clause 18 if the amount claimed had been recoverable on the basis of a guaranteerecover.

GUARANTEE AND INDEMNITY. Each The Guarantor irrevocably and unconditionally jointly and severallyunconditionally: (a) guarantees to the Lender each Finance Party punctual payment performance by each Transaction Obligor other Obligor than the Guarantor of all of that such other Transaction Obligor’s payment 's obligations under the Finance Documents; (b) undertakes with the Lender each Finance Party that whenever another a Transaction Obligor other than the Guarantor does not pay any amount when due under or in connection with any Finance Document, that the Guarantor shall immediately on demand pay that amount as if it was were the principal obligor; and (c) agrees with the Lender each Finance Party that if any obligation guaranteed or expressed to be guaranteed by it is or becomes unenforceable, invalid or illegal, it will, as an independent and primary obligation, indemnify the Lender that Finance Party immediately on demand against any cost, loss or liability which the Lender it incurs as a result of any a Transaction Obligor other than the Guarantor not paying any amount which would, but for such unenforceability, invalidity or illegality, have been payable by such Obligor it under any Finance Document on the date when it would have been due. The amount payable by a the Guarantor under this indemnity will not exceed the amount it would have had to pay under this Clause 18 16 (Guarantee and Indemnity) if the amount claimed had been recoverable on the basis of a guarantee.

GUARANTEE AND INDEMNITY. Each Guarantor irrevocably 17.1 Guarantee and unconditionally jointly and severally:indemnity (a) guarantees to the Lender each Mezzanine Secured Party punctual payment performance by each other Obligor of all of that other Obligor’s payment obligations under the Finance Documents; (b) undertakes with the Lender each Mezzanine Secured Party that whenever another Obligor does not pay any amount when due under or in connection with any Finance Document, or the Mezzanine Agent make demand on that Guarantor Obligor pursuant to Clause 23.19 (Acceleration), that Obligor shall immediately on demand pay that amount as if it was the principal obligorObligor; and (c) agrees with the Lender each Mezzanine Secured Party that if any obligation guaranteed or expressed to be guaranteed by it is or becomes unenforceable, invalid or illegal, it will, as an independent and primary obligation, indemnify the Lender that Mezzanine Secured Party immediately on demand against any cost, loss or liability which the Lender it incurs as a result of any an Obligor not paying any amount which would, but for such unenforceability, invalidity or illegality, have been payable by such Obligor it under any Finance Document on the date when it would have been due. The amount payable by a Guarantor an Obligor under this indemnity will not exceed the amount it would have had to pay under this Clause 18 17 if the amount claimed had been recoverable on the basis of a guarantee.

GUARANTEE AND INDEMNITY. Each The Guarantor irrevocably and unconditionally jointly and severallyunconditionally: (a) guarantees to the Lender each Finance Party punctual payment performance by each Transaction Obligor other Obligor than the Guarantor of all of that such other Transaction Obligor’s payment obligations under the Finance Documents; (b) undertakes with the Lender each Finance Party that whenever another a Transaction Obligor other than the Guarantor does not pay any amount when due under or in connection with any Finance Document, that the Guarantor shall immediately on demand pay that amount as if it was were the principal obligor; and (c) agrees with the Lender each Finance Party that if any obligation guaranteed or expressed to be guaranteed by it is or becomes unenforceable, invalid or illegal, it will, as an independent and primary obligation, indemnify the Lender that Finance Party immediately on demand against any cost, loss or liability which the Lender it incurs as a result of any a Transaction Obligor other than the Guarantor not paying any amount which would, but for such unenforceability, invalidity or illegality, have been payable by such Obligor it under any Finance Document on the date when it would have been due. The amount payable by a the Guarantor under this indemnity will not exceed the amount it would have had to pay under this Clause 18 16 (Guarantee and Indemnity) if the amount claimed had been recoverable on the basis of a guarantee.

GUARANTEE AND INDEMNITY. Each Subsidiary Guarantor jointly and severally and irrevocably and unconditionally jointly and severallyunconditionally: (a) guarantees to the Lender each Issuing Bank punctual payment performance by each other Obligor of all of that other Obligor’s payment its obligations under the Finance DocumentsFinancing Agreements; (b) undertakes with the Lender that whenever another Obligor does each Issuing Bank to pay as primary obligor and not pay any amount when as surety, principal, interest and all other amounts due under or in connection with any Finance DocumentFinancing Agreement including but not limited to the payment of principal, that Guarantor shall interest (including default interest and post-petition interest) and the make-whole amount or swap breakage amounts or libor breakage amounts, if any, and the due and punctual payment of all other amounts payable (all such obligations so guaranteed are herein collectively referred to as the “Guaranteed Obligations”), it must immediately on demand by the Issuing Banks pay that amount as if it was were the principal obligorobligor in respect of that amount; and (c) agrees with the Lender indemnifies each Issuing Bank immediately on demand against any loss or liability suffered by that Issuing Bank if any obligation guaranteed or expressed to be guaranteed by it is or becomes unenforceable, invalid or illegal, it will, as an independent and primary obligation, indemnify ; the Lender immediately on demand against any cost, amount of the loss or liability which the Lender incurs as a result of any Obligor not paying any amount which would, but for such unenforceability, invalidity or illegality, have been payable by such Obligor under any Finance Document on the date when it would have been due. The amount payable by a Guarantor under this indemnity will not exceed be equal to the amount it the Issuing Banks would otherwise have had been entitled to pay under this Clause 18 if the amount claimed had been recoverable on the basis of a guaranteerecover.

GUARANTEE AND INDEMNITY. Each Guarantor Chargor irrevocably and unconditionally jointly and severally: (a) guarantees to the Lender each Secured Party punctual payment performance by each other Obligor Specified Loan Party of all of that other Obligor’s Specified Loan Party's payment obligations under the Finance Loan Documents; (b) undertakes with the Lender each Secured Party that whenever another Obligor a Specified Loan Party does not pay any amount when due under or in connection with any Finance Loan Document, that Guarantor Chargor shall immediately on demand pay that amount as if it was the principal obligor; and (c) agrees with the Lender each Secured Party that if any obligation guaranteed or expressed to be guaranteed by it is or becomes unenforceable, invalid or illegal, it will, as an independent and primary obligation, indemnify the Lender that Secured Party immediately on demand against any cost, loss or liability which the Lender it incurs as a result of any Obligor a Specified Loan Party not paying any amount which would, but for such unenforceability, invalidity or illegality, have been payable by such Obligor it under any Finance Loan Document on the date when it would have been due. The amount payable by a Guarantor Chargor under this indemnity will not exceed the amount it would have had to pay under this Clause 18 15 (Guarantee and Preservation of Security) if the amount claimed had been recoverable on the basis of a guarantee.

GUARANTEE AND INDEMNITY. Each Guarantor irrevocably and unconditionally jointly and severally: (a) guarantees to the Lender punctual payment performance by each other Obligor of all of that other Obligor’s payment obligations under the Finance Documents; (b) undertakes with the Lender that whenever another Obligor does not pay any amount when due under or in connection with any Finance Document, that Guarantor shall immediately on demand pay that amount as if it was the principal obligorobligor (including interest accruing during the pendency of any Insolvency Proceeding, regardless of whether allowed or allowable in such Insolvency Proceeding); and (c) agrees with the Lender that if any obligation guaranteed or expressed to be guaranteed by it is or becomes unenforceable, invalid or illegal, illegal it will, as an independent and primary obligation, indemnify the Lender immediately on demand against any cost, loss or liability which the Lender it incurs as a result of any an Obligor not paying any amount which would, but for such unenforceability, invalidity or illegality, have been payable by such Obligor it under any Finance Document on the date when it would have been due. The amount payable by a Guarantor under this indemnity will not exceed the amount it would have had to pay under this Clause 18 12 if the amount claimed had been recoverable on the basis of a guarantee.

GUARANTEE AND INDEMNITY. Each Subject to Clause 17.10 (Accession and Retirement of Certain Guarantors), each Guarantor irrevocably and unconditionally jointly and severally: (a) guarantees to the Lender punctual payment performance by each other Obligor of all of that other Obligor’s payment obligations under the Finance DocumentsDocuments other than the Offtake Agreement; (b) undertakes with the Lender that whenever another Obligor does not pay any amount when due under or in connection with any Finance DocumentDocument other than the Offtake Agreement, that Guarantor shall immediately on demand pay that amount as if it was the principal obligor; and (c) agrees with the Lender that if any obligation guaranteed or expressed to be guaranteed by it is or becomes unenforceable, invalid or illegal, it will, as an independent and primary obligation, indemnify the Lender immediately on demand against any cost, loss or liability which the Lender it incurs as a result of any an Obligor not paying any amount which would, but for such unenforceability, invalidity or illegality, have been payable by such Obligor it under any Finance Document other than the Offtake Agreement on the date when it would have been due. The amount payable by a Guarantor under this indemnity will not exceed the amount it would have had to pay under this Clause 18 17 if the amount claimed had been recoverable on the basis of a guarantee.

GUARANTEE AND INDEMNITY. 22.1 Guarantee and indemnity Each Guarantor irrevocably and unconditionally jointly and severally: (a) 22.1.1 guarantees to the Lender each Finance Party punctual payment performance by each other Obligor of all of that other Obligor’s payment obligations under the Finance Documents; (b) 22.1.2 undertakes with the Lender each Finance Party that whenever another an Obligor does not pay any amount when due under or in connection with any Finance Document, that Guarantor shall immediately on demand pay that amount as if it was the principal obligor; and (c) 22.1.3 agrees with the Lender each Finance Party that if any obligation guaranteed or expressed to be guaranteed by it is or becomes unenforceable, invalid or illegal, it will, as an independent and primary obligation, indemnify the Lender that Finance Party immediately on demand against any cost, loss or liability which the Lender it incurs as a result of any Obligor a Borrower not paying any amount which would, but for such unenforceability, invalidity or illegality, have been payable by such Obligor it under any Finance Document on the date when it would have been due. The amount payable by a Guarantor under this indemnity will not exceed the amount it would have had to pay under this Clause 18 22 (Guarantee and indemnity) if the amount claimed had been recoverable on the basis of a guarantee.

GUARANTEE AND INDEMNITY. Each Guarantor irrevocably 21.1 Guarantee and unconditionally jointly and severally:indemnity (a) 21.1.1 guarantees to the Lender punctual payment performance by each other Obligor of all of that other Obligor’s payment obligations under the Finance Documents; (b) 21.1.2 undertakes with the Lender that whenever another Obligor does not pay any amount when due under or in connection with any Finance Document, that Guarantor shall immediately on demand pay that amount as if it was the principal obligor; and (c) 21.1.3 agrees with the Lender that if any obligation guaranteed or expressed to be guaranteed by it is or becomes unenforceable, invalid or illegal, it will, as an independent and primary obligation, indemnify the Lender immediately on demand against any cost, loss or liability which the Lender it incurs as a result of any an Obligor not paying any amount which would, but for such unenforceability, invalidity or illegality, have been payable by such Obligor it under any Finance Document on the date when it would have been due. The amount payable by a Guarantor under this indemnity will not exceed the amount it would have had to pay under this Clause 18 21 (Guarantee and indemnity) if the amount claimed had been recoverable on the basis of a guarantee.

GUARANTEE AND INDEMNITY. Each Subject to Clauses 8.10 to 8.14 below and, as the case may be, subject to the relevant limitations set out in any Obligor Accession Deed by which such Guarantor becomes a Party, each Guarantor jointly (solidairement), irrevocably and unconditionally jointly and severally:under a joint guarantee (cautionnement solidatire): (a) guarantees to the Lender Purchaser due and punctual payment performance by each other Obligor of all of that other Obligor’s its payment obligations under the Finance Facility Documents; (b) undertakes with the Lender that Purchaser that, whenever another an Obligor does not pay any amount when due under or in connection with any Finance Facility Document, that Guarantor shall it must immediately on demand by the Purchaser pay that amount as if it was were the principal obligorobligor in respect of such amount; and (c) agrees with indemnifies the Lender that Purchaser immediately on demand against any loss or liability directly suffered by the Purchaser if any payment obligation guaranteed or expressed to be guaranteed by it is or becomes unenforceable, invalid or illegal, it will, as an independent and primary obligation, indemnify ; the Lender immediately on demand against any cost, amount of the loss or liability which the Lender incurs as a result of any Obligor not paying any amount which would, but for such unenforceability, invalidity or illegality, have been payable by such Obligor under any Finance Document on the date when it would have been due. The amount payable by a Guarantor under this indemnity will not exceed be equal to the amount it the Purchaser would otherwise have had been entitled to pay under this Clause 18 if the amount claimed had been recoverable on the basis of a guaranteerecover.

GUARANTEE AND INDEMNITY. Each In order to induce the Lenders to make the Loan to the Borrower, each Subsidiary Guarantor irrevocably and unconditionally jointly and severally: (a) guarantees to the Lender each Creditor, as a primary obligor and not merely as a surety, punctual payment and performance by the Borrower and each other Obligor Credit Party of all of that other Obligor’s payment their respective obligations under the Finance Transaction Documents; (b) undertakes with the Lender each Creditor that whenever another Obligor the Borrower or any other Credit Party does not pay any amount (whether for principal, interest, fees, expenses or otherwise) when due (whether at stated maturity, by acceleration or otherwise) under or in connection with any Finance Transaction Document, that such Subsidiary Guarantor shall immediately on demand pay that amount as if it was were the principal primary obligor; and (c) agrees with the Lender each Creditor that if any obligation guaranteed or expressed to be guaranteed by it is or becomes unenforceable, invalid or illegal, it will, as an independent and primary obligation, indemnify the Lender that Creditor immediately on demand against any cost, loss or liability which the Lender it incurs as a result of the Borrower or any Obligor other Credit Party not paying any amount which would, but for such unenforceability, invalidity or illegality, have been payable by such Obligor it under any Finance Transaction Document on the date when it would have been due. The amount payable by a such Subsidiary Guarantor under this indemnity will not exceed the amount it would have had to pay under this Clause Section 18 if the amount claimed had been recoverable on the basis of a guarantee.

GUARANTEE AND INDEMNITY. Each Guarantor irrevocably and unconditionally jointly and severally: (a) guarantees to the Lender ANZ punctual payment performance by each other Obligor Borrower of all of that other Obligor’s payment obligations under the Finance DocumentsXxxxxxxx's Guaranteed Obligations; (b) undertakes with the Lender ANZ that whenever another Obligor a Borrower does not pay any amount Guaranteed Money when due under or in connection with any Finance Documentdue, that Guarantor it shall immediately on demand pay that amount as if it was the principal obligor; and (c) agrees undertakes with the Lender that ANZ that, if any obligation guaranteed or expressed to amount which would otherwise be guaranteed claimed by it ANZ under paragraphs (a) and/or (b) above is or becomes unenforceable, invalid or illegalfor any reason not recoverable thereunder on the basis of a guarantee, it will, shall as an independent a principal debtor and primary obligation, obligor indemnify the Lender ANZ immediately on demand against any cost, loss or liability which the Lender incurs ANZ may incur or suffer as a result of any Obligor a Borrower not paying any amount which would, but for Guaranteed Money when (if such unenforceability, invalidity or illegality, have Guaranteed Money had been payable by such Obligor under any Finance Document on the date when recoverable from that Borrower) it would have been due. The ; and the amount payable by a Guarantor under this indemnity will shall not exceed the amount it would have had to pay under this Clause 18 paragraphs (a) and/or (b) above if the amount claimed had been recoverable on the basis of a guaranteeguarantee .

GUARANTEE AND INDEMNITY. Each In order to induce the Lenders to make the Loan to the Borrower, each Subsidiary Guarantor irrevocably and unconditionally jointly and severally: (a) guarantees to the Lender each Creditor, as a primary obligor and not merely as a surety, punctual payment and performance by the Borrower and each other Obligor Credit Party of all of that other Obligor’s payment their respective obligations under the Finance Transaction Documents; (b) undertakes with the Lender each Creditor that whenever another Obligor the Borrower or any other Credit Party does not pay any amount (whether for principal, interest, fees, expenses or otherwise) when due (whether at stated maturity, by acceleration or otherwise) under or in connection with any Finance Transaction Document, that such Subsidiary Guarantor shall immediately on demand pay that amount as if it was were the principal primary obligor; and (c) and agrees with the Lender each Creditor that if any obligation guaranteed or expressed to be guaranteed by it is or becomes unenforceable, invalid or illegal, it will, as an independent and primary obligation, indemnify the Lender that Creditor immediately on demand against any cost, loss or liability which the Lender it incurs as a result of the Borrower or any Obligor other Credit Party not paying any amount which would, but for such unenforceability, invalidity or illegality, have been payable by such Obligor it under any Finance Transaction Document on the date when it would have been due. The amount payable by a such Subsidiary Guarantor under this indemnity will not exceed the amount it would have had to pay under this Clause Section 18 if the amount claimed had been recoverable on the basis of a guarantee.

GUARANTEE AND INDEMNITY. Each The Corporate Guarantor irrevocably and unconditionally jointly and severallyunconditionally: (a) guarantees to the Lender each Finance Party punctual payment performance by each Obligor other Obligor than the Corporate Guarantor of all of that such other Obligor’s payment obligations under the Finance Documents; (b) undertakes with the Lender each Finance Party that whenever another an Obligor other than the Corporate Guarantor does not pay any amount when due under or in connection with any Finance Document, that the Corporate Guarantor shall immediately on demand pay that amount as if it was were the principal obligor; and (c) agrees with the Lender each Finance Party that if any obligation guaranteed or expressed to be guaranteed by it is or becomes unenforceable, invalid or illegal, it will, as an independent and primary obligation, indemnify the Lender that Finance Party immediately on demand against any cost, loss or liability which the Lender it incurs as a result of any an Obligor other than the Corporate Guarantor not paying any amount which would, but for such unenforceability, invalidity or illegality, have been payable by such Obligor it under any Finance Document on the date when it would have been due. The amount payable by a the Corporate Guarantor under this indemnity will not exceed the amount it would have had to pay under this Clause 18 17 (Guarantee and Indemnity) if the amount claimed had been recoverable on the basis of a guarantee.

GUARANTEE AND INDEMNITY. Each Subsidiary Guarantor jointly and severally and irrevocably and unconditionally jointly and severallyunconditionally: (a) guarantees to the Lender Issuing Bank punctual payment performance by each other Obligor of all of that other Obligor’s payment its obligations under the Finance DocumentsFinancing Agreements; (b) undertakes with the Lender that whenever another Obligor does Issuing Bank to pay as primary obligor and not pay any amount when as surety, principal, interest and all other amounts due under or in connection with any Finance DocumentFinancing Agreement including but not limited to the payment of principal, that Guarantor shall interest (including default interest and post-petition interest) and the make-whole amount or swap breakage amounts or libor breakage amounts, if any, and the due and punctual payment of all other amounts payable (all such obligations so guaranteed are herein collectively referred to as the “Guaranteed Obligations”), it must immediately on demand by the Issuing Bank pay that amount as if it was were the principal obligorobligor in respect of that amount; and (c) agrees with indemnifies the Lender that Issuing Bank immediately on demand against any loss or liability suffered by the Issuing Bank if any obligation guaranteed or expressed to be guaranteed by it is or becomes unenforceable, invalid or illegal, it will, as an independent and primary obligation, indemnify ; the Lender immediately on demand against any cost, amount of the loss or liability which the Lender incurs as a result of any Obligor not paying any amount which would, but for such unenforceability, invalidity or illegality, have been payable by such Obligor under any Finance Document on the date when it would have been due. The amount payable by a Guarantor under this indemnity will not exceed be equal to the amount it the Issuing Bank would otherwise have had been entitled to pay under this Clause 18 if the amount claimed had been recoverable on the basis of a guaranteerecover.

GUARANTEE AND INDEMNITY. Each Guarantor irrevocably and unconditionally jointly and severallyunconditionally: (a) guarantees to the Lender Security Agent (as trustee for the Finance Parties) and the other Finance Parties punctual payment performance by each other Obligor of all of that other such Obligor’s payment obligations under the Finance Documents; (b) undertakes with the Lender Security Agent (as trustee for the Finance Parties) and the other Finance Parties that whenever another Obligor does not pay any amount when due under or in connection with any Finance Document, that Guarantor it shall immediately on demand pay that amount as if it was the principal obligor; and (c) agrees with the Lender Security Agent (as trustee for the Finance Parties) and the other Finance Parties that if any obligation guaranteed or expressed to be guaranteed by it is or becomes unenforceable, invalid or illegal, it will, as an independent and primary obligation, obligation indemnify the Lender that Finance Party immediately on demand against any cost, loss or liability which the Lender it incurs as a result of any Obligor the Borrowers not paying any amount which would, but for such unenforceability, invalidity or illegality, have been payable by such Obligor the Borrowers under any Finance Document on the date when it would have been due. The amount payable by a Guarantor under this indemnity will not exceed the amount it would have had to pay under this Clause 18 clause 17.1 if the amount claimed had been recoverable on the basis of a guarantee.

GUARANTEE AND INDEMNITY. Each Guarantor In order to induce the Lenders to make the Loan to the Borrowers, the Relevant Parent irrevocably and unconditionally jointly and severallyunconditionally: (a) guarantees to the Lender each Creditor, as a primary obligor and not merely as a surety, punctual payment and performance by each other Obligor the Borrowers of all of that other Obligor’s payment their respective obligations under the Finance Transaction Documents; (b) undertakes with the Lender each Creditor that whenever another Obligor any of the Borrowers y does not pay any amount (whether for principal, interest, fees, expenses or otherwise) when due (whether at stated maturity, by acceleration or otherwise) under or in connection with any Finance Transaction Document, that Guarantor the Relevant Parent shall immediately on demand pay that amount as if it was were the principal primary obligor; and (c) agrees with the Lender each Creditor that if any obligation guaranteed or expressed to be Obligation guaranteed by it is or becomes unenforceable, invalid or illegal, it will, as an independent and primary obligation, indemnify the Lender that Creditor immediately on demand against any cost, loss or liability which the Lender it incurs as a result of any Obligor of the Borrowers not paying any amount which would, but for such unenforceability, invalidity or illegality, have been payable by such Obligor it under any Finance Transaction Document on the date when it would have been due. The amount payable by a Guarantor the Relevant Parent under this indemnity will not exceed the amount it would have had to pay under this Clause Section 18 if the amount claimed had been recoverable on the basis of a guarantee.

GUARANTEE AND INDEMNITY. Each The Guarantor irrevocably and unconditionally jointly and severallyunconditionally: (a) guarantees to each Noteholder the Lender punctual payment performance by each other Obligor the Company of all of the Guaranteed Liabilities to that other Obligor’s payment obligations under the Finance DocumentsNoteholder; (b) undertakes with the Lender each Noteholder that whenever another Obligor the Company does not pay any amount when due to that Noteholder under or in connection with any Finance Documentthe Loan Note Documents, that the Guarantor shall immediately on demand pay that amount as if it was the principal obligor; and; (c) agrees with the Lender Noteholder that if any obligation guaranteed or expressed to be guaranteed by it is or becomes unenforceable, invalid or illegal, it will, as principal obligor and as an independent and primary obligation, indemnify the Lender Noteholder immediately on demand against any costlosses, loss costs, claims, liabilities, damages, demands and expenses suffered or liability which incurred by the Lender incurs as a result Noteholder arising out of, or in connection with, the Guaranteed Liabilities not being recoverable for any reason or any failure of the Company to perform or discharge any Obligor not paying any amount which would, but for such unenforceability, invalidity or illegality, have been payable by such Obligor under any Finance Document on of the date when it would have been dueGuaranteed Liabilities. The amount payable by a the Guarantor under this indemnity will not exceed the amount it would have had to pay under this Clause 18 Deed if the amount claimed had been recoverable on the basis of a guarantee; and (d) undertakes to the Noteholders to comply with the provisions of the Loan Note Documents relating to the Observer (as defined therein) and to accept the appointment of the Observer as set out therein.

GUARANTEE AND INDEMNITY. Each The Guarantor irrevocably and unconditionally jointly and severallyunconditionally: (a) guarantees to the Lender Agent (as trustee for the Finance Parties) and the other Finance Parties punctual payment performance by each other Obligor of all of that other such Obligor’s payment obligations under the Finance Documents; (b) undertakes with the Lender Agent (as trustee for the Finance Parties) and the other Finance Parties that whenever another Obligor does not pay any amount when due under or in connection with any Finance Document, that Guarantor it shall immediately on demand pay that amount as if it was the principal obligor; and (c) agrees with the Lender Agent (as trustee for the Finance Parties) and the other Finance Parties that if any obligation guaranteed or expressed to be guaranteed by it is or becomes unenforceable, invalid or illegal, it will, as an independent and primary obligation, obligation indemnify the Lender that Finance Party immediately on demand against any cost, loss or liability which the Lender it incurs as a result of any Obligor the Borrowers not paying any amount which would, but for such unenforceability, invalidity or illegality, have been payable by such Obligor the Borrowers under any Finance Document on the date when it would have been due. The amount payable by a the Guarantor under this indemnity will not exceed the amount it would have had to pay under this Clause 18 clause 17.1 if the amount claimed had been recoverable on the basis of a guarantee.