Common use of GUARANTEE AND INDEMNITY Clause in Contracts

GUARANTEE AND INDEMNITY. 18.1 Guarantee and indemnity Each Guarantor irrevocably and unconditionally jointly and severally: (a) guarantees to each Finance Party punctual performance by the Borrower of all the Borrower’s obligations under the Finance Documents; (b) undertakes with each Finance Party that whenever 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) undertakes with each Finance Party that, if any amount which would otherwise be claimed by such Finance Party under paragraph(s) (a) and/or (b) above is for any reason not recoverable thereunder on the basis of a guarantee, that Guarantor shall as a principal debtor and primary obligor indemnify such Finance Party immediately on demand against any cost, loss or liability which such Finance Party may incur or suffer as a result of the Borrower not paying any amount when (if such amount were recoverable from the Borrower) it would have been due under or in connection with any Finance Document; and the amount payable by a Guarantor under this indemnity shall not exceed the amount it would have had to pay under paragraph(s) (a) and/or (b) above if the amount claimed had been recoverable on the basis of a guarantee.

GUARANTEE AND INDEMNITY. 18.1 Guarantee In order to induce the Lenders to make the Loan to the Borrower, and indemnity Each to induce the Swap Banks to enter into Designated Transactions with the Borrower, each Guarantor irrevocably and unconditionally jointly and severally: (a) guarantees guarantees, as a primary obligor and not merely as a surety, to each Finance Party Creditor Party, the punctual payment and performance by the Borrower when due, whether at stated maturity, by acceleration or otherwise, of all Secured Liabilities of the Borrower’s obligations under , whether for principal, interest, fees, expenses or otherwise (collectively, the Finance Documents“Guaranteed Obligations”). Notwithstanding the foregoing, “Guaranteed Obligations”, with respect to any Guarantor, shall not include any Excluded Swap Obligations of such Guarantor; (b) undertakes with each Finance Creditor Party that whenever the Borrower does not pay any amount Guaranteed Obligation when due under or in connection with any Finance Documentdue, that such Guarantor shall immediately on demand pay that amount Guaranteed Obligation as if it was were the principal primary obligor; and (c) undertakes with indemnifies each Finance Party that, if any amount which would otherwise be claimed by such Finance Party under paragraph(s) (a) and/or (b) above is for any reason not recoverable thereunder on the basis of a guarantee, that Guarantor shall as a principal debtor and primary obligor indemnify such Finance Creditor Party immediately on demand against any cost, loss or liability which such Finance suffered or incurred by that Creditor Party may incur (i) if any Guaranteed Obligation is or suffer becomes unenforceable, invalid or illegal or (ii) by operation of law as a result consequence of the Borrower not paying any transactions contemplated by the Finance Documents and the Master Agreements. The amount when (if such of the cost, loss or liability shall be equal to the amount were recoverable from the Borrower) it which that Creditor Party would otherwise have been due under or in connection with any Finance Document; and the amount payable by a Guarantor under this indemnity shall not exceed the amount it would have had entitled to pay under paragraph(s) (a) and/or (b) above if the amount claimed had been recoverable on the basis of a guaranteerecover.

GUARANTEE AND INDEMNITY. 18.1 Guarantee and indemnity Each Guarantor The Parent irrevocably and unconditionally jointly and severallyunconditionally: (a) guarantees to each the Agent (as trustee for the Finance Party Parties) and the other Finance Parties punctual performance by the Borrower each other Obligor of all the Borrowersuch Obligor’s obligations under the Finance Documents; (b) undertakes with each the Agent (as trustee for the Finance Party Parties) and the other Finance Parties that whenever the Borrower 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) undertakes agrees with each the Agent (as trustee for the Finance Party that, Parties) and the other Finance Parties that if any amount which would otherwise be claimed obligation guaranteed by such Finance Party under paragraph(s) (a) and/or (b) above it is for any reason not recoverable thereunder on the basis of a guaranteeor becomes unenforceable, that Guarantor shall invalid or illegal, it will, as a principal debtor an independent and primary obligor obligation indemnify such that Finance Party immediately on demand against any cost, loss or liability which such Finance Party may incur or suffer it incurs as a result of the Borrower not paying any amount which would, but for such unenforceability, invalidity or illegality, have been payable by the Borrower under any Finance Document on the date when (if such amount were recoverable from the Borrower) it would have been due under or in connection with any Finance Document; and the due. The amount payable by a Guarantor the Parent under this indemnity shall will not exceed the amount it would have had to pay under paragraph(s) (a) and/or (b) above this clause 17.1 if the amount claimed had been recoverable on the basis of a guarantee.

GUARANTEE AND INDEMNITY. 18.1 Guarantee (a) Subject to the limitations and indemnity Each exceptions provided in this Clause 23 or in any Accession Deed by which it became a Guarantor, each Guarantor irrevocably and unconditionally jointly and severally: (ai) guarantees to each Finance Party punctual performance by the Borrower each other Obligor of all the Borrowerthat Obligor’s obligations under the Finance Documents; (bii) undertakes with each Finance Party that whenever the Borrower 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 (ciii) undertakes agrees with each Finance Party that, that if any amount which would otherwise be claimed obligation guaranteed by such Finance Party under paragraph(s) (a) and/or (b) above it is for any reason not recoverable thereunder on the basis of a guaranteeor becomes unenforceable, that Guarantor shall invalid or illegal, it will, as a principal debtor an independent and primary obligor obligation, indemnify such that Finance Party immediately on demand against any cost, loss or liability which such Finance Party may incur or suffer it incurs as a result of the Borrower an Obligor not paying any amount which would, but for such unenforceability, invalidity or illegality, have been payable by it under any Finance Document on the date when (if such amount were recoverable from the Borrower) it would have been due under or in connection with any Finance Document; and the due. The amount payable by a Guarantor under this indemnity shall will not exceed the amount it would have had to pay under paragraph(s) (a) and/or (b) above this Clause 23 if the amount claimed had been recoverable on the basis of a guarantee. (b) Notwithstanding anything to the contrary contained herein or in any other Finance Document, with respect to any obligation of a US Obligor, no CFC Obligor shall guarantee the US Obligor’s obligations herein or under any Finance Document.

GUARANTEE AND INDEMNITY. 18.1 Guarantee and indemnity Each Guarantor irrevocably and unconditionally jointly and severallyunconditionally: (a) guarantees guarantees, as primary guarantor and not as surety merely, to each Finance Party punctual payment and performance when due, whether at stated maturity, by acceleration or otherwise, by the Borrower of all the Borrower’s obligations under the Finance DocumentsDocuments whether for principal, interest, fees, expenses or otherwise (collectively, the “Guaranteed Obligations”); (b) undertakes with each Finance Party that whenever the Borrower another Obligor 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) undertakes agrees with each Finance Party that, that if any amount which would otherwise be claimed obligation guaranteed by such Finance Party under paragraph(s) (a) and/or (b) above it is for any reason not recoverable thereunder on the basis of a guaranteeor becomes unenforceable, that Guarantor shall invalid or illegal, it will, as a principal debtor an independent and primary obligor obligation, indemnify such that Finance Party immediately on demand against any cost, loss or liability which such Finance Party may incur or suffer it incurs as a result of the Borrower another Obligor not paying any amount which would, but for such unenforceability, invalidity or illegality, have been payable by it under any Finance Document on the date when (if such amount were recoverable from the Borrower) it would have been due under or in connection with any Finance Document; and the due. The amount payable by a the Guarantor under this indemnity shall will not exceed the amount it would have had to pay under paragraph(sthis Clause 16 (Guarantee and Indemnity – Subsidiaries) (a) and/or (b) above if the amount claimed had been recoverable on the basis of a guarantee.

GUARANTEE AND INDEMNITY. 18.1 Guarantee and indemnity Each In order to induce the Lenders to make the Loan to the Borrowers, each Guarantor irrevocably and unconditionally jointly and severally: (a) guarantees guarantees, as a primary obligor and not merely as a surety, to each Finance Party Creditor Party, the punctual payment and performance by the Borrower Borrowers when due, whether at stated maturity, by acceleration or otherwise, of all Secured Liabilities of the Borrower’s obligations under Borrowers, whether for principal, interest, fees, expenses or otherwise (collectively, the Finance Documents“Guaranteed Obligations”); (b) undertakes with each Finance Creditor Party that whenever the Borrower does Borrowers do not pay any amount Guaranteed Obligation when due under or in connection with any Finance Documentdue, that such Guarantor shall immediately on demand pay that amount Guaranteed Obligation as if it was were the principal primary obligor; and (c) undertakes with indemnifies each Finance Party that, if any amount which would otherwise be claimed by such Finance Party under paragraph(s) (a) and/or (b) above is for any reason not recoverable thereunder on the basis of a guarantee, that Guarantor shall as a principal debtor and primary obligor indemnify such Finance Creditor Party immediately on demand against any cost, loss or liability which such Finance suffered or incurred by that Creditor Party may incur (i) if any Guaranteed Obligation is or suffer becomes unenforceable, invalid or illegal or (ii) by operation of law as a result consequence of the Borrower not paying any transactions contemplated by the Finance Documents. The amount when (if such of the cost, loss or liability shall be equal to the amount were recoverable from the Borrower) it which that Creditor Party would otherwise have been due under or in connection with any Finance Document; and the amount payable by a Guarantor under this indemnity shall not exceed the amount it would have had entitled to pay under paragraph(s) (a) and/or (b) above if the amount claimed had been recoverable on the basis of a guaranteerecover.

GUARANTEE AND INDEMNITY. 18.1 Guarantee and indemnity Each Guarantor Subject to the proviso hereto, each Owner irrevocably and unconditionally jointly and severally: (a) guarantees to each the Security Agent (as trustee for the Finance Party Parties) and the other Finance Parties punctual performance by the Borrower each other Obligor of all the Borrowersuch Obligor’s obligations under the Finance Documents; (b) undertakes with each the Security Agent (as trustee for the Finance Party Parties) and the other Finance Parties that whenever the Borrower 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) undertakes agrees with each the Security Agent (as trustee for the Finance Party that, Parties) and the other Finance Parties that if any amount which would otherwise be claimed obligation guaranteed by such Finance Party under paragraph(s) (a) and/or (b) above it is for any reason not recoverable thereunder on the basis of a guaranteeor becomes unenforceable, that Guarantor shall invalid or illegal, it will, as a principal debtor an independent and primary obligor obligation indemnify such that Finance Party immediately on demand against any cost, loss or liability which such Finance Party may incur or suffer it incurs as a result of the Borrower not paying any amount which would, but for such unenforceability, invalidity or illegality, have been payable by the Borrower under any Finance Document on the date when (if such amount were recoverable from the Borrower) it would have been due under or in connection with any Finance Document; and the due. The amount payable by a Guarantor each Owner under this indemnity shall will not exceed the amount it would have had to pay under paragraph(s) (a) and/or (b) above this clause 17.1 if the amount claimed had been recoverable on the basis of a guarantee, provided that each Owner shall only become liable under this clause 17 (Guarantee and indemnity) on and with effect from the date upon which the shares in such Owner shall be acquired by the Borrower pursuant to the Purchase Contract.

GUARANTEE AND INDEMNITY. 18.1 Guarantee and indemnity (a) Each Guarantor hereby irrevocably and unconditionally jointly and severally, to the greatest extent permitted by applicable law: (ai) guarantees to each Finance Secured Party punctual performance by the Borrower each other Grantor of all the Borrowerthat Grantor’s obligations under the Finance Secured Debt Documents; (bii) undertakes with each Finance Secured Party that whenever the Borrower 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) undertakes agrees with each Finance Secured Party that, that if any amount which would otherwise be claimed obligation guaranteed by such Finance Party under paragraph(s) (a) and/or (b) above it is for any reason not recoverable thereunder on the basis of a guaranteeor becomes unenforceable, that Guarantor shall invalid or illegal, it will, as a principal debtor an independent and primary obligor obligation, indemnify such Finance that Secured Party immediately on demand against any cost, loss or liability which such Finance Party may incur or suffer it incurs as a result of the Borrower a Grantor not paying any amount which would, but for such unenforceability, invalidity or illegality, have been payable by it under any Secured Debt Document on the date when (if such amount were recoverable from the Borrower) it would have been due under or in connection with any Finance Document; and the due. The amount payable by a Guarantor under this indemnity shall will not exceed the amount it would have had to pay under paragraph(s) (a) and/or (b) above this Section 5.01 if the amount claimed had been recoverable on the basis of a guarantee.

GUARANTEE AND INDEMNITY. 18.1 Guarantee and indemnity Each Guarantor The Company irrevocably and unconditionally jointly and severallyunconditionally: (a) guarantees to each Finance Party punctual performance by the each Borrower of all the Borrower’s its obligations under the Finance Documents; (b) undertakes with each Finance Party that that, whenever the a Borrower does not pay any amount when due under or in connection with any Finance Document, that Guarantor shall the Company must immediately on demand by the Facility Agent pay that amount as if it was were the principal obligorobligor in respect of that amount; and (c) undertakes agrees with each Finance Party thatthat if, if for any reason, any amount which would otherwise be claimed by such a Finance Party under paragraph(s) (a) and/or (b) above this Clause is for any reason not recoverable thereunder from the Company on the basis of a guaranteeguarantee (including, without limitation, any liability and all obligations under the Finance Documents that Guarantor shall would be owed by the Company and any other Borrower to an Administrative Party but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, insolvency, reorganisation or similar proceeding involving such a Borrower) then the Company will be liable as a principal debtor and primary obligor to indemnify such that Finance Party immediately on demand against in respect of any cost, loss or liability which such Finance Party may incur or suffer it incurs as a result of the a Borrower not paying failing to pay any amount expressed to be payable by it under a Finance Document on the date when (if such amount were recoverable from the Borrower) it would ought to have been due under or in connection with any Finance Document; and the paid. The amount payable by a Guarantor the Company under this indemnity shall will not exceed the amount it would have had to pay under paragraph(s) (a) and/or (b) above if this Clause had the amount claimed had been recoverable on the basis of a guarantee.

GUARANTEE AND INDEMNITY. 18.1 17.1 Guarantee and indemnity Each Guarantor irrevocably and unconditionally jointly and severally:indemnity (a) guarantees to each Finance Party punctual performance by the each Borrower of all the that Borrower’s obligations under the Finance Documents; (b) undertakes with each Finance Party that whenever the a 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) undertakes agrees with each Finance Party that, that if any amount which would otherwise be claimed obligation guaranteed by it is or becomes unenforceable, invalid or illegal (including, for the avoidance of doubt, the situation that under applicable law any such Finance Party under paragraph(s) obligation is no longer payable, enforceable, valid or legal in the currency that the Parties expressly agreed was the denominated currency (a) and/or (b) above is for any reason not recoverable thereunder on the basis of a guarantee“Agreed Currency”)), that Guarantor shall it will, as a principal debtor an independent and primary obligor obligation, indemnify such that Finance Party immediately on demand against any cost, loss or liability which such Finance Party may incur or suffer it incurs as a result of the Borrower 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 it under any Finance Document on the date when (if such amount were recoverable from the Borrower) it would have been due under or in connection with any Finance Document; and the due. The amount payable by a Guarantor under this indemnity shall will not exceed the amount it would have had to pay under paragraph(s) (a) and/or (b) above this Clause 17 if the amount claimed had been recoverable on the basis of a guarantee.

GUARANTEE AND INDEMNITY. 18.1 27.1 Guarantee and indemnity Each Guarantor Debtor irrevocably and unconditionally jointly and severally: (a) guarantees to each Finance Guarantee Party punctual performance by the Borrower each other Debtor of all the Borrowerthat Debtor’s payment obligations to it under the Finance DocumentsGuarantee Agreements; (b) undertakes with each Finance Guarantee Party that whenever the Borrower another Debtor does not pay any amount when due to it under or in connection with any Finance DocumentGuarantee Agreement, that Guarantor Debtor shall immediately on demand pay that amount as if it was the principal obligorDebtor; and (c) undertakes agrees with each Finance Guarantee Party that, that if any amount which would otherwise be claimed obligation guaranteed by such Finance Party under paragraph(s) (a) and/or (b) above it is for any reason not recoverable thereunder on the basis of a guaranteeor becomes unenforceable, that Guarantor shall invalid or illegal, it will, as a principal debtor an independent and primary obligor obligation, indemnify such Finance that Guarantee Party immediately on demand against any cost, loss or liability which such Finance Party may incur or suffer it incurs as a result of the Borrower a Debtor not paying any amount which would, but for such unenforceability, invalidity or illegality, have been payable by it under any 169 Guarantee Agreement on the date when (if such amount were recoverable from the Borrower) it would have been due under or in connection with any Finance Document; and the due. The amount payable by a Guarantor Debtor under this indemnity shall will not exceed the amount it would have had to pay under paragraph(s) (a) and/or (b) above this Clause 27 if the amount claimed had been recoverable on the basis of a guarantee, subject to any limitation referred to in this Clause 27 or in any Debtor Accession Deed by which it became a Debtor.

GUARANTEE AND INDEMNITY. 18.1 19.1 Guarantee and indemnity indemnity 19.2 Each Guarantor irrevocably and unconditionally jointly and severally, as a principal obligor and not merely as a surety on the basis of discrete obligations enforceable against it: (a) 19.2.1 guarantees to each Finance Party punctual performance by the Borrower each other Obligor of all the Borrower’s that Obligor's obligations under the Finance Documents; (b) 19.2.2 undertakes with each Finance Party that whenever the Borrower 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) undertakes 19.2.3 agrees with each Finance Party that, that if any amount which would otherwise be claimed obligation guaranteed by such Finance Party under paragraph(s) (a) and/or (b) above it is for any reason not recoverable thereunder on the basis of a guaranteeor becomes unenforceable, that Guarantor shall invalid or illegal, it will, as a principal debtor an independent and primary obligor obligation, indemnify such that Finance Party immediately on demand against any cost, loss or liability which such Finance Party may incur or suffer it incurs as a result of the Borrower an Obligor not paying any amount which would, but for such unenforceability, invalidity or illegality, have been payable by it under any Finance Document on the date when (if such amount were recoverable from the Borrower) it would have been due under or in connection with any Finance Document; and the due. The amount payable by a Guarantor under this indemnity shall will not exceed the amount it would have had to pay under paragraph(s) (a) and/or (b) above this Clause if the amount claimed had been recoverable on the basis of a guarantee. 19.3 Continuing guarantee

GUARANTEE AND INDEMNITY. 18.1 Guarantee and indemnity Each Guarantor irrevocably and unconditionally jointly and severallyunconditionally: (a) guarantees to each Finance Party and each Hedging Bank punctual performance by the each Borrower of all the that Borrower’s obligations under the Finance DocumentsDocuments and the Hedging Agreements; (b) undertakes with each Finance Party and each Hedging Bank that whenever the a Borrower does not pay any amount when due under or in connection with any Finance DocumentDocument or any Hedging Agreement, that Guarantor shall immediately on demand (Nw. selvskyldnergaranti) pay that amount as if it was the principal obligor; and (c) undertakes agrees with each Finance Party that, and each Hedging Bank that if any amount which would otherwise be claimed obligation guaranteed by such it is or becomes unenforceable, invalid or illegal, it will, as an independent and primary obligation, indemnify that Finance Party under paragraph(s) (a) and/or (b) above is for any reason not recoverable thereunder on the basis of a guarantee, that Guarantor shall as a principal debtor and primary obligor indemnify such Finance Party Hedging Bank immediately on demand against any cost, loss or liability which such Finance Party may incur or suffer it incurs as a result of the a Borrower not paying any amount which would, but for such unenforceability, invalidity or illegality, have been payable by it under any Finance Document or any Hedging Agreement on the date when (if such amount were recoverable from the Borrower) it would have been due under or in connection with any Finance Document; and the due. The amount payable by a that Guarantor under this indemnity shall will not exceed the amount it would have had to pay ​ ​ under paragraph(sthis Clause 19 (Guarantee and indemnity) (a) and/or (b) above if the amount claimed had been recoverable on the basis of a guarantee; subject, however, to Clause 19.2 (Guarantee limitations) below.

GUARANTEE AND INDEMNITY. 18.1 Guarantee and indemnity Each Guarantor irrevocably and unconditionally jointly and severally: (a) guarantees to each Finance Party punctual performance of the Guaranteed Obligations by the Borrower of all the Borrower’s obligations under the Finance Documentseach other Obligor; (b) undertakes with each Finance Party that whenever the Borrower any 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) undertakes with each Finance Party that, if any amount which would otherwise be claimed by such Finance Party under paragraph(s) (a) and/or (b) above is for any reason not recoverable thereunder on the basis of a guarantee, that each Guarantor shall as a principal debtor and primary obligor indemnify such Finance Party immediately on demand against any cost, loss or liability which such Finance Party may incur or suffer as a result of the Borrower any Obligor not paying any amount when (if such amount were recoverable from the Borrowersuch Obligor) it would have been due under or in connection with any Finance Document; and the amount payable by a each Guarantor under this indemnity shall not exceed the amount it would have had to pay under paragraph(s) (a) and/or (b) above if the amount claimed had been recoverable on the basis of a guarantee.

GUARANTEE AND INDEMNITY. 18.1 Guarantee and indemnity Each Guarantor irrevocably and unconditionally jointly and severally: (a) guarantees to each Finance Party punctual performance by the Borrower of all the Borrower’s 's obligations under the Finance Documents; (b) undertakes with each Finance Party that whenever 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) undertakes with each Finance Party that, if any amount which would otherwise be claimed by such Finance Party under paragraph(s) (a) and/or (b) above is for any reason not recoverable thereunder on the basis of a guarantee, that Guarantor shall as a principal debtor and primary obligor indemnify such Finance Party immediately on demand against any cost, loss or liability which such Finance Party may incur or suffer as a result of the Borrower not paying any amount when (if such amount were recoverable from the Borrower) it would have been due under or in connection with any Finance Document; and the amount payable by a Guarantor under this indemnity shall not exceed the amount it would have had to pay under paragraph(s) (a) and/or (b) above if the amount claimed had been recoverable on the basis of a guarantee.

GUARANTEE AND INDEMNITY. 18.1 15.1 Guarantee and indemnity Each Guarantor irrevocably and unconditionally jointly and severally:indemnity (a) guarantees to each Finance Party punctual performance by the Borrower of all the Borrower’s 's obligations under the Finance Documents; (b) undertakes with each Finance Party that whenever the Borrower does not pay any amount when due under or in connection with any Finance Document, Document that Guarantor shall immediately on demand pay that amount as if it was were the principal obligor; and; (c) undertakes agrees with each Finance Party that, that if any amount which would otherwise be claimed obligation guaranteed by such Finance Party under paragraph(s) (a) and/or (b) above it is for any reason not recoverable thereunder on the basis of a guaranteeor becomes unenforceable, that Guarantor shall invalid or illegal, it will, as a principal debtor an independent and primary obligor obligation, indemnify such that Finance Party immediately on demand against any cost, loss or liability which such Finance Party may incur or suffer it incurs as a result of the a Borrower not paying any amount which would, but for such unenforceability, invalidity or illegality, have been payable by it under any Finance Document on the date when (if such amount were recoverable from the Borrower) it would have been due under or in connection with any Finance Document; and the due. The amount payable by a Guarantor under this indemnity shall will not exceed the amount it would have had to pay under paragraph(s) (a) and/or (b) above this Clause 15 if the amount claimed had been recoverable on the basis of a guarantee; and (d) confirms in accordance with Clause 10.2 that this Clause shall apply in all respects to the Borrower's obligation with respect to the Discount Premium Amount.

GUARANTEE AND INDEMNITY. 18.1 Guarantee and indemnity Each The Guarantor irrevocably and unconditionally jointly and severallyunconditionally: (a) guarantees to each Finance Party the punctual performance by the Borrower of all of the Borrower’s obligations under the Finance DocumentsDocuments (including, without limitation, the payment of any interest accruing at the default rate pursuant to Clause 8.5 (Default Interest)); (b) undertakes with each Finance Party that that, whenever 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) undertakes agrees with each Finance Party that, if any amount which would otherwise be claimed obligation guaranteed by such Finance Party under paragraph(s) (a) and/or (b) above the Guarantor is for any reason not recoverable thereunder on or becomes unenforceable, invalid or illegal, the basis of a guaranteeGuarantor will, that Guarantor shall as a principal debtor an independent and primary obligor obligation, indemnify such that Finance Party immediately on demand against any cost, loss or liability which such Finance Party may incur or suffer it incurs as a result of the Borrower not paying any amount which would, but for such unenforceability, invalidity or illegality, have been payable by it under any Finance Document on the date when (if such amount were recoverable from the Borrower) it would have been due under or in connection with any Finance Document; and the due. The amount payable by a the Guarantor under this indemnity shall will not exceed the amount it would have had to pay under paragraph(sthis Clause 17 (Guarantee and Indemnity) (a) and/or (b) above if the amount claimed had been recoverable on the basis of a guarantee.

GUARANTEE AND INDEMNITY. 18.1 17.1 Guarantee and indemnity Each Guarantor irrevocably and unconditionally jointly and severally: (a) guarantees as primary obligor and not merely as surety to each Finance Party punctual performance by the Borrower of all the Borrower’s obligations under the Finance Documents; (b) undertakes with each Finance Party that whenever 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) undertakes agrees with each Finance Party thatthat if, if for any reason, any amount which would otherwise be claimed by such a Finance Party under paragraph(s) (a) and/or (b) above this Clause 17 is for any reason not recoverable thereunder on the basis of a guaranteeguarantee or if any obligation guaranteed by it is or becomes unenforceable, invalid or illegal, it will be liable to indemnify that Guarantor shall as a principal debtor and primary obligor indemnify such Finance Party immediately on demand against any cost, loss or liability which such Finance Party may incur or suffer it incurs as a result of the Borrower not paying any amount when (if such amount were recoverable from the Borrower) it would have been due under or in connection with any Finance Document; and the . The amount payable by a Guarantor under this indemnity shall will not exceed the amount it would have had to pay under paragraph(s) (a) and/or (b) above this Clause 17 if the amount claimed had been recoverable on the basis of a guarantee.

GUARANTEE AND INDEMNITY. 18.1 17.1 Guarantee and indemnity Each Indemnity The Guarantor irrevocably and unconditionally jointly and severallyunconditionally: (a) guarantees to each Finance Party the punctual performance by the Borrower of all of the Borrower’s obligations under the Finance DocumentsDocuments (including, without limitation, the payment of any interest accruing at the default rate pursuant to Clause 8.5 (Default Interest)); (b) undertakes with each Finance Party that that, whenever 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) undertakes agrees with each Finance Party that, if any amount which would otherwise be claimed obligation guaranteed by such Finance Party under paragraph(s) (a) and/or (b) above the Guarantor is for any reason not recoverable thereunder on or becomes unenforceable, invalid or illegal, the basis of a guaranteeGuarantor will, that Guarantor shall as a principal debtor an independent and primary obligor obligation, indemnify such that Finance Party immediately on demand against any cost, loss or liability which such Finance Party may incur or suffer it incurs as a result of the Borrower not paying any amount which would, but for such unenforceability, invalidity or illegality, have been payable by it under any Finance Document on the date when (if such amount were recoverable from the Borrower) it would have been due under or in connection with any Finance Document; and the due. The amount payable by a the Guarantor under this indemnity shall will not exceed the amount it would have had to pay under paragraph(sthis Clause 17 (Guarantee and Indemnity) (a) and/or (b) above if the amount claimed had been recoverable on the basis of a guarantee.

GUARANTEE AND INDEMNITY. 18.1 Guarantee and indemnity Each Guarantor irrevocably and unconditionally jointly and severally: (a) guarantees to each Finance Secured Party the punctual performance by the Borrower of all the Borrower’s obligations Secured Obligations by any member of the Group and by each Debtor to any Secured Party under the Finance Debt Documents; (b) undertakes with each Finance Secured Party that whenever any member of the Borrower Group or any Debtor does not pay to any Secured Party any amount when due under or in connection with any Finance Debt Document, that Guarantor shall immediately on demand pay that amount as if it was the principal obligor; and (c) undertakes agrees with each Finance Secured Party that, that if any amount which would otherwise be claimed obligation guaranteed by such Finance Party under paragraph(s) (a) and/or (b) above it is for any reason not recoverable thereunder on the basis of a guaranteeor becomes unenforceable, that Guarantor shall invalid or illegal, it will, as a principal debtor an independent and primary obligor obligation, indemnify such Finance that Secured Party immediately on demand against any cost, loss or liability which such Finance Party may incur or suffer it incurs as a result of any member of the Borrower Group or any Debtor not paying any amount which would, but for such unenforceability, invalidity or illegality, have been payable by it to any Secured Party under any Debt Document on the date when (if such amount were recoverable from the Borrower) it would have been due under or in connection with any Finance Document; and the due. The amount payable by a Guarantor under this indemnity shall will not exceed the amount it would have had to pay under paragraph(s) (a) and/or (b) above this Agreement if the amount claimed had been recoverable on the basis of a guarantee.

GUARANTEE AND INDEMNITY. 18.1 Guarantee and indemnity Each The Guarantor irrevocably and unconditionally jointly and severallyunconditionally: (a) guarantees to each Finance Party punctual performance by the Borrower each Obligor (other than itself) (a “Guaranteed Obligor”) of all the Borrower’s such Guaranteed Obligors’ obligations under the Finance Transaction Documents; (b) undertakes with each Finance Party that whenever the Borrower any Guaranteed Obligor does not pay any amount when due under or in connection with any Finance Transaction Document, that the Guarantor shall immediately on demand pay that amount as if it was the principal obligor; and (c) undertakes agrees with each Finance Party that, that if any amount which would otherwise be claimed obligation guaranteed by such Finance Party under paragraph(s) (a) and/or (b) above it, any provision of the Transaction Documents or any Transaction Document is for any reason not recoverable thereunder on the basis of a guaranteeor becomes void or voidable, that Guarantor shall unenforceable, invalid or illegal it will, as a principal debtor an independent and primary obligor obligation, indemnify such that Finance Party immediately on demand against any cost, loss or liability which such Finance Party may incur or suffer it incurs as a result of the Borrower any Guaranteed Obligor not paying any amount which would, but for such unenforceability, invalidity or illegality or but for such obligation, provision or Transaction Document becoming void or voidable, have been payable by it under any Transaction Document on the date when (if such amount were recoverable from the Borrower) it would have been due under or in connection with any Finance Document; and the amount payable by a the Guarantor under this indemnity shall not exceed be equal to the amount it which the Finance Parties would have had otherwise been able to pay under paragraph(s) (a) and/or (b) above if the amount claimed had been recoverable on the basis of a guaranteerecover.

GUARANTEE AND INDEMNITY. 18.1 Guarantee Subject to the limitations set out in Clauses 19.11 (Limitation on Xxxxxxxxx Group Guarantors) to 19.15 (U.S. Guarantors) and indemnity Each in its Accession Letter, each Guarantor irrevocably and unconditionally jointly and severally: (a) guarantees to each Finance Party punctual performance by the each Borrower of all the that Borrower’s obligations under the Finance Documents; (b) undertakes with each Finance Party that whenever the a 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) undertakes agrees with each Finance Party that, that if any amount which would otherwise be claimed obligation guaranteed by such Finance Party under paragraph(s) (a) and/or (b) above it is for any reason not recoverable thereunder on the basis of a guaranteeor becomes unenforceable, that Guarantor shall invalid or illegal, it will, as a principal debtor an independent and primary obligor obligation, indemnify such that Finance Party immediately on demand against any cost, loss or liability which such suffered or incurred by that Finance Party may incur or suffer as a result of the a Borrower not paying any amount which would, but for such unenforceability, invalidity or illegality, have been payable by that Borrower under any Finance Document on the date when (if such amount were recoverable from the Borrower) it would have been due under or in connection with any Finance Document; and the due. The amount payable by a Guarantor under this indemnity shall will not exceed the amount it would have had to pay under paragraph(s) (a) and/or (b) above this Clause 19 if the amount claimed had been recoverable on the basis of a guarantee.

GUARANTEE AND INDEMNITY. 18.1 17.1 Guarantee and indemnity Each Guarantor irrevocably and unconditionally jointly and severally:indemnity (a) guarantees to each Finance Party punctual performance by the Borrower of all of the Borrower’s obligations assumed and/or expressed to be assumed by the Borrower under the Finance Documents; (b) undertakes with each Finance Party that whenever 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) undertakes with each Finance Party that, that if any amount which would otherwise be claimed claimable by such Finance Party under paragraph(s) paragraphs (a) and/or (b) above is for any reason not recoverable thereunder on the basis of a guarantee, that such Guarantor shall shall, as a principal debtor and primary obligor obligor, indemnify such Finance Party immediately on demand against any cost, loss or liability which such Finance Party may incur or suffer as a result of the Borrower not paying any amount when (if such amount were recoverable from the Borrower) it would have been due under or in connection with any Finance Document; and the . The amount payable by a Guarantor under this indemnity under this paragraph (c) shall not exceed the amount it would have had to pay under paragraph(s) paragraphs (a) and/or (b) above if the such amount claimed had been recoverable on the basis of a guarantee.

GUARANTEE AND INDEMNITY. 18.1 Guarantee and indemnity Each Guarantor irrevocably and unconditionally unconditionally, jointly and severally: (a) guarantees to each Finance Party punctual performance by the each Borrower of all the that Borrower’s obligations under the Finance Documents (or, in the case of the HK Guarantor only, the punctual performance by each Borrower of its payment obligations under the Finance Documents); (b) undertakes with each Finance Party that whenever the a 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) undertakes agrees with each Finance Party that, that if any amount which would otherwise be claimed obligation guaranteed by such Finance Party under paragraph(s) (a) and/or (b) above it is for any reason not recoverable thereunder on the basis of a guaranteeor becomes unenforceable, that Guarantor shall invalid or illegal, it will, as a principal debtor an independent and primary obligor obligation, indemnify such that Finance Party immediately on demand against any cost, loss or liability which such Finance Party may incur or suffer it incurs as a result of the a Borrower not paying any amount which would, but for such unenforceability, invalidity or illegality, have been payable by it under any Finance Document on the date when (if such amount were recoverable from the Borrower) it would have been due under or in connection with any Finance Document; and the due. The amount payable by a Guarantor under this indemnity shall will not exceed the amount it would have had to pay under paragraph(s) (a) and/or (b) above this Clause 15 if the amount claimed had been recoverable on the basis of a guarantee.

GUARANTEE AND INDEMNITY. 18.1 Guarantee and indemnity (a) Each Guarantor hereby irrevocably and unconditionally jointly and severally, to the greatest extent permitted by applicable law: (ai) guarantees to each Finance Secured Party punctual performance by the Borrower each other Grantor of all the Borrower’s that Grantor's obligations under the Finance Secured Debt Documents; (bii) undertakes with each Finance Secured Party that whenever the Borrower 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) undertakes agrees with each Finance Secured Party that, that if any amount which would otherwise be claimed obligation guaranteed by such Finance Party under paragraph(s) (a) and/or (b) above it is for any reason not recoverable thereunder on the basis of a guaranteeor becomes unenforceable, that Guarantor shall invalid or illegal, it will, as a principal debtor an independent and primary obligor obligation, indemnify such Finance that Secured Party immediately on demand against any cost, loss or liability which such Finance Party may incur or suffer it incurs as a result of the Borrower a Grantor not paying any amount which would, but for such unenforceability, invalidity or illegality, have been payable by it under any Secured Debt Document on the date when (if such amount were recoverable from the Borrower) it would have been due under or in connection with any Finance Document; and the due. The amount payable by a Guarantor under this indemnity shall will not exceed the amount it would have had to pay under paragraph(s) (a) and/or (b) above this Section 5.01 if the amount claimed had been recoverable on the basis of a guarantee.

GUARANTEE AND INDEMNITY. 18.1 Guarantee and indemnity Each Guarantor irrevocably and unconditionally jointly and severally: (a) guarantees to each Finance Party punctual performance by the Borrower each other Obligor of all the Borrowerthat Obligor’s obligations under the Finance DocumentsDocuments (other than any Excluded Swap Obligations) including, without limitation: (i) obligations which, but for the automatic stay under section 362(a) of the US Bankruptcy Law, would become due; and (ii) any interest accruing after the commencement of any bankruptcy, insolvency, receivership or similar proceeding at the rate provided for in this Agreement, whether or not such interest is an allowed claim in any such proceeding; (b) undertakes with each Finance Party that whenever the Borrower 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) undertakes agrees with each Finance Party that, that if any amount which would otherwise be claimed obligation guaranteed by such Finance Party under paragraph(s) (a) and/or (b) above it is for any reason not recoverable thereunder on the basis of a guaranteeor becomes unenforceable, that Guarantor shall invalid or illegal, it will, as a principal debtor an independent and primary obligor obligation, indemnify such that Finance Party immediately on demand against any cost, loss or liability which such Finance Party may incur or suffer it incurs as a result of the Borrower an Obligor not paying any amount which would, but for such unenforceability, invalidity or illegality, have been payable by it under any Finance Document on the date when (if such amount were recoverable from the Borrower) it would have been due under or in connection with any Finance Document; and the due. The amount payable by a Guarantor under this indemnity shall will not exceed the amount it would have had to pay under paragraph(s) (a) and/or (b) above this Clause 20 if the amount claimed had been recoverable on the basis of a guarantee.

GUARANTEE AND INDEMNITY. 18.1 Guarantee and indemnity Each Guarantor irrevocably and unconditionally jointly and severally:indemnity (a) guarantees to each Finance Party punctual performance by the Borrower of all of the Borrower’s obligations assumed and/or expressed to be assumed by the Borrower under the Finance Documents; (b) undertakes with each Finance Party that whenever 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) undertakes with each Finance Party that, that if any amount which would otherwise be claimed claimable by such Finance Party under paragraph(s) paragraphs (a) and/or (b) above is for any reason not recoverable thereunder on the basis of a guarantee, that the Guarantor shall shall, as a principal debtor and primary obligor obligor, indemnify such Finance Party immediately on demand against any cost, loss or liability which such Finance Party may incur or suffer as a result of the Borrower not paying any amount when (if such amount were recoverable from the Borrower) it would have been due under or in connection with any Finance Document; and the . The amount payable by a the Guarantor under this indemnity under this paragraph (c) shall not exceed the amount it would have had to pay under paragraph(s) paragraphs (a) and/or (b) above if the such amount claimed had been recoverable on the basis of a guarantee.

GUARANTEE AND INDEMNITY. 18.1 Guarantee and indemnity Each In order to induce the Lenders to make the Loan to the Borrower, each Guarantor irrevocably and unconditionally jointly and severally: (a) guarantees to each Finance Party Party, as a primary obligor and not merely as a surety, punctual payment and performance by the Borrower of all the Borrower’s obligations under the Finance Documents; (b) undertakes with each Finance Party that whenever the Borrower 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 Document, that such Guarantor shall immediately on demand pay that amount as if it was were the principal primary obligor; and (c) undertakes agrees with each Finance Party that, that if any amount which would otherwise be claimed obligation guaranteed by such Finance Party under paragraph(s) (a) and/or (b) above it is for any reason not recoverable thereunder on the basis of a guaranteeor becomes unenforceable, that Guarantor shall invalid or illegal, it will, as a principal debtor an independent and primary obligor obligation, indemnify such that Finance Party immediately on demand against any cost, loss or liability which such Finance Party may incur or suffer it incurs as a result of the Borrower not paying any amount which would, but for such unenforceability, invalidity or illegality, have been payable by it under any Finance Document on the date when (if such amount were recoverable from the Borrower) it would have been due under or in connection with any Finance Document; and the due. The amount payable by a such Guarantor under this indemnity shall will not exceed the amount it would have had to pay under paragraph(sthis Clause 17 (Guarantee and Indemnity) (a) and/or (b) above if the amount claimed had been recoverable on the basis of a guarantee.

GUARANTEE AND INDEMNITY. 18.1 Guarantee and indemnity Each The Guarantor irrevocably and unconditionally jointly and severallyunconditionally: (a) guarantees to each Finance Party punctual performance by each Obligor other than the Borrower of all the BorrowerGuarantor such other Obligor’s obligations under the Finance DocumentsDocuments to which each obligor is a party; (b) undertakes with each Finance Party that whenever an Obligor other than the Borrower Guarantor does not pay any amount when due under or in connection with any Finance DocumentDocument to which each obligor is a party, that the Guarantor shall immediately on demand by the Facility Agent pay that amount as if it was were the principal obligor; and (c) undertakes agrees with each Finance Party that, that if any amount which would otherwise be claimed obligation guaranteed by such Finance Party under paragraph(s) (a) and/or (b) above it is for any reason not recoverable thereunder on the basis of a guaranteeor becomes unenforceable, that Guarantor shall invalid or illegal, it will, as a principal debtor an independent and primary obligor obligation, indemnify such that Finance Party immediately on demand demand, by the Facility Agent against any cost, loss or liability which such Finance Party may incur or suffer it incurs as a result of an Obligor other than the Borrower Guarantor not paying any amount which would, but for such unenforceability, invalidity or illegality, have been payable by it under any Finance Document on the date when (if such amount were recoverable from the Borrower) it would have been due under or in connection with any Finance Document; and the due. The amount payable by a the Guarantor under this indemnity shall will not exceed the amount it would have had to pay under paragraph(sthis Clause 17 (Guarantee and Indemnity) (a) and/or (b) above if the amount claimed had been recoverable on the basis of a guarantee.