Common use of Indemnity and Liability Clause in Contracts

Indemnity and Liability. 8.1 The Issuer shall indemnify each Agent (together with its directors, officers and employees) against any losses, liabilities, costs, expenses, claims, actions, damages or demands (together, "Losses") (including, but not limited to, all reasonable costs, legal fees, charges and expenses (together, "Expenses") paid or incurred in disputing or defending any Losses) which such Agent may incur or which may be made against any of them as a result of or in connection with the appointment or the exercise of or performance of the powers, authorities and duties of them, as the case may be, under this Agreement relating to the Notes except to the extent that any Losses or Expenses may result from its own wilful default, fraud or gross negligence or that of its officers, employees or agents, or the breach by it of the terms of this Agreement. 8.2 Each Agent will only be liable to the Issuer and/or the Security Trustee for losses, liabilities, costs, expenses and demands arising directly from the performance of its obligations under the Agreement suffered by or occasioned to the Issuer and/or the Security Trustee on a several basis ("Liabilities") to the extent that the Agent has been grossly negligent, fraudulent or in wilful default in respect of its obligations under the Agreement. For the avoidance of doubt, the failure of the Principal Paying Agent to make a claim for payment on the Issuer's behalf or to inform any other Principal Paying Agent or clearing system of a failure on the part of the Issuer to meet any such claim or to make a payment by the stipulated date shall not be deemed to constitute negligence, fraud or wilful default on the part of the Principal Paying Agent. 8.3 Each Agent shall not otherwise be liable or responsible for any Liabilities or inconvenience which may result from anything done or omitted to be done by it in connection with the Agreement. 8.4 Liabilities arising, under clause 8.2 shall be limited to the amount of the Issuer's and/or the Security Trustee's actual loss (such loss shall be determined as at the date of default of the Agent or, if later, the date on which the loss arises as a result of such default) but without reference to any special conditions or circumstances known to the Agent at the time of entering into the Agreement, or at the time of accepting any relevant instructions, which increase the amount of the loss. In no event shall any Agent be liable for any losses of profits, goodwill, reputation, business opportunity or anticipated saving, or for special, punitive or consequential damages, whether or not the Agent has been advised of the possibility of such losses or damages. 8.5 The liability of each Agent under clause 8.2 will not extend to any Liabilities arising through any acts, events or circumstances not reasonably within its control, or resulting from the general risks of investment in or the holding of assets in any jurisdiction, including, but not limited to, Liabilities arising from: nationalisation, expropriation or other governmental actions; any law, order or regulation of a governmental, supranational or regulatory body; regulation of the banking or securities industry including changes in market rules or practice, currency restrictions, devaluations or fluctuations; market conditions affecting the execution or settlement of transactions or the value of assets; breakdown, failure or malfunction of any third party transport, telecommunications, computer services or systems; natural disasters or acts of God; war, terrorism, insurrection or revolution; and strikes or industrial action. 8.6 The indemnity set out in Clause 8.1 shall continue in full force and effect notwithstanding any termination or expiry of this Agreement. 8.7 Notwithstanding any other provision of this Agreement, the Issuer will have no obligation to pay for or indemnify any Agent against any FATCA Costs. 8.8 The Issuer agrees to provide to each Agent, and consents to the collection and processing by such Agent of, any authorisations, waivers, forms, documentation and other information, relating to its status (or the status of its direct or indirect owners) or otherwise required to be reported, under FATCA ("FATCA Information"). The Issuer further consents to the disclosure, transfer and reporting of such FATCA Information to any relevant government or taxing authority, any member of the Agent's Group, any sub-contractors, agents, service providers or associates of the Agent's Group, and any person making payments to the Agent or a member of the Agent's Group, including transfers to jurisdictions which do not have strict data protection or similar laws, to the extent that the Agent reasonably determines that such disclosure, transfer or reporting is necessary or warranted to facilitate compliance with FATCA. The Issuer agrees to inform such Agent promptly, and in any event, within 30 days in writing if there are any changes to the FATCA Information supplied to that Agent from time to time. The Issuer warrants that each person whose FATCA Information it provides (or has provided) to an Agent has been notified of and agreed to, and has been given such other information as may be necessary to permit, the collection, processing, disclosure, transfer and reporting of their information as set out in this clause.

Indemnity and Liability. 8.1 7.1 The Bondholders’ Representative shall indemnify the Issuer and its agents, managers, officers or employees against any liability, loss, cost, damages, charge, expense, action, proceedings, claim or demand which are incurred to any of them as a result of any wilful misconduct, fraud or gross negligence or breach of any terms of the Transaction Documents and applicable law, by the Bondholders’ Representative or by any of its officers, directors, employees and agents, except where the same arises from the wilful misconduct, fraud, or gross negligence of the Issuer, its agents, managers, officers or employees. 7.2 Notwithstanding any provision of this Agreement or any other Transaction Document to the contrary, the Bondholders’ Representative shall not be liable to any person for special, indirect, punitive or consequential loss or damage of any kind whatsoever (including but not limited to loss of profits), whether or not foreseeable. 7.3 The Issuer shall indemnify each Agent (together with the Bondholders’ Representative and its directorsagents, managers, officers and employees) or employees against any lossesliability, liabilitiesloss, costscost, expensesdamages, claimscharge, actionsexpense, damages action, proceedings, claim or demands (together, "Losses") demand (including, but not limited towithout limitation, all reasonable costs, any legal fees, charges all costs and expenses (together, "Expenses") paid or actually and reasonably incurred in disputing or defending any Losses) which such Agent may incur investigating or which may be made against determining any of them the aforementioned on a full indemnity basis), taxes, levies or imposts which are actually and reasonably incurred by the Bondholders’ Representative and its agents, managers, officers or employees as a result of or in connection with the appointment or the exercise of or due performance of the powersBondholders’ Representative’s duties in accordance with any of the Transaction Documents, authorities and duties except where the same arises from the breach or non-performance of themobligations, as the case may bewilful misconduct, under this Agreement relating to the Notes except to the extent that any Losses or Expenses may result from its own wilful defaultfraud, fraud or gross negligence of the Bondholders’ Representative, its agents, managers, officers or that employees. 7.4 The Bondholders’ Representative shall indemnify the Bondholders against any loss, cost, damages, charge, expense, claim or demand (including, without limitation, any legal fees, all costs and expenses incurred in disputing or investigating or determining any of the aforementioned on a full indemnity basis), suffered or incurred by the Bondholders, as a result of or in connection with the gross negligence, wilful misconduct, or breach of the terms and conditions of any of the Transaction Documents or any applicable laws, by the Bondholders’ Representative or by any of its officers, employees directors, employees, managers or agents, . 7.5 The provisions of this Clause 7 shall survive the termination of this Agreement or the breach by it removal of the terms of this AgreementBondholders’ Representative. 8.2 Each Agent will only be liable to the Issuer and/or the Security Trustee for losses, liabilities, costs, expenses and demands arising directly from the performance of its obligations under the Agreement suffered by or occasioned to the Issuer and/or the Security Trustee on a several basis ("Liabilities") to the extent that the Agent has been grossly negligent, fraudulent or in wilful default in respect of its obligations under the Agreement. For the avoidance of doubt, the failure of the Principal Paying Agent to make a claim for payment on the Issuer's behalf or to inform any other Principal Paying Agent or clearing system of a failure on the part of the Issuer to meet any such claim or to make a payment by the stipulated date shall not be deemed to constitute negligence, fraud or wilful default on the part of the Principal Paying Agent. 8.3 Each Agent shall not otherwise be liable or responsible for any Liabilities or inconvenience which may result from anything done or omitted to be done by it in connection with the Agreement. 8.4 Liabilities arising, under clause 8.2 shall be limited to the amount of the Issuer's and/or the Security Trustee's actual loss (such loss shall be determined as at the date of default of the Agent or, if later, the date on which the loss arises as a result of such default) but without reference to any special conditions or circumstances known to the Agent at the time of entering into the Agreement, or at the time of accepting any relevant instructions, which increase the amount of the loss. In no event shall any Agent be liable for any losses of profits, goodwill, reputation, business opportunity or anticipated saving, or for special, punitive or consequential damages, whether or not the Agent has been advised of the possibility of such losses or damages. 8.5 The liability of each Agent under clause 8.2 will not extend to any Liabilities arising through any acts, events or circumstances not reasonably within its control, or resulting from the general risks of investment in or the holding of assets in any jurisdiction, including, but not limited to, Liabilities arising from: nationalisation, expropriation or other governmental actions; any law, order or regulation of a governmental, supranational or regulatory body; regulation of the banking or securities industry including changes in market rules or practice, currency restrictions, devaluations or fluctuations; market conditions affecting the execution or settlement of transactions or the value of assets; breakdown, failure or malfunction of any third party transport, telecommunications, computer services or systems; natural disasters or acts of God; war, terrorism, insurrection or revolution; and strikes or industrial action. 8.6 The indemnity set out in Clause 8.1 shall continue in full force and effect notwithstanding any termination or expiry of this Agreement. 8.7 Notwithstanding any other provision of this Agreement, the Issuer will have no obligation to pay for or indemnify any Agent against any FATCA Costs. 8.8 The Issuer agrees to provide to each Agent, and consents to the collection and processing by such Agent of, any authorisations, waivers, forms, documentation and other information, relating to its status (or the status of its direct or indirect owners) or otherwise required to be reported, under FATCA ("FATCA Information"). The Issuer further consents to the disclosure, transfer and reporting of such FATCA Information to any relevant government or taxing authority, any member of the Agent's Group, any sub-contractors, agents, service providers or associates of the Agent's Group, and any person making payments to the Agent or a member of the Agent's Group, including transfers to jurisdictions which do not have strict data protection or similar laws, to the extent that the Agent reasonably determines that such disclosure, transfer or reporting is necessary or warranted to facilitate compliance with FATCA. The Issuer agrees to inform such Agent promptly, and in any event, within 30 days in writing if there are any changes to the FATCA Information supplied to that Agent from time to time. The Issuer warrants that each person whose FATCA Information it provides (or has provided) to an Agent has been notified of and agreed to, and has been given such other information as may be necessary to permit, the collection, processing, disclosure, transfer and reporting of their information as set out in this clause.

Indemnity and Liability. 8.1 7.1 The Bondholders’ Representative shall indemnify the Issuer and its agents, managers, officers or employees against any liability, loss, cost, damages, charge, expense, action, proceedings, claim or demand which are incurred to any of them as a result of any wilful misconduct, fraud or gross negligence or any breach of the terms and conditions of the Transaction Documents and applicable law by the Bondholders’ Representative or by any of its officers, directors, employees and agents, except where the same arises from the wilful misconduct, fraud, or gross negligence of the Issuer, its agents, managers, officers or employees or any breach of this Agreement by the Issuer, its agents, managers, officers or employees. 7.2 Notwithstanding any provision of this Agreement or any other Transaction Document to the contrary, the Bondholders’ Representative shall not be liable to any person for special, indirect, punitive or consequential loss or damage of any kind whatsoever (including but not limited to loss of profits), whether or not foreseeable. 7.3 The Issuer shall indemnify each Agent (together with the Bondholders’ Representative and its directorsagents, managers, officers and employees) or employees against any lossesliability, liabilitiesloss, costscost, expensesdamages, claimscharge, actionsexpense, damages action, proceedings, claim or demands (together, "Losses") demand (including, but not limited towithout limitation, all reasonable costs, any legal fees, charges all costs and expenses (together, "Expenses") paid or actually and reasonably incurred in disputing or defending any Losses) which such Agent may incur investigating or which may be made against determining any of them the aforementioned on a full indemnity basis), taxes, levies or imposts which are actually and reasonably incurred by the Bondholders’ Representative and its agents, managers, officers or employees as a result of or in connection with the appointment or the exercise of or performance of the powersBondholders’ Representative’s duties in accordance with any of the Transaction Documents, authorities and duties of themexcept where the same arises from the wilful misconduct, as the case may befraud, under this Agreement relating to the Notes except to the extent that any Losses or Expenses may result from its own wilful default, fraud or gross negligence of the Bondholders’ Representative, its agents, managers, officers or that employees or any breach of this Agreement by the Bondholders’ Representative, its agents, managers, officers or employees. 7.4 The Bondholders’ Representative shall indemnify the Bondholders against any loss, cost, damages, charge, expense, claim or demand (including, without limitation, any legal fees, all costs and expenses incurred in disputing or investigating or determining any of the aforementioned on a full indemnity basis), suffered or incurred by the Bondholders, as a result of or in connection with the gross negligence, wilful misconduct, or breach of the terms and conditions of any of the Transaction Documents or any applicable laws and regulations, by the Bondholders’ Representative or by any of its officers, employees directors, employees, managers or agents, . 7.5 The provisions of this Clause 7 shall survive the termination of this Agreement or the breach by it removal of the terms of this AgreementBondholders’ Representative. 8.2 Each Agent will only be liable to the Issuer and/or the Security Trustee for losses, liabilities, costs, expenses and demands arising directly from the performance of its obligations under the Agreement suffered by or occasioned to the Issuer and/or the Security Trustee on a several basis ("Liabilities") to the extent that the Agent has been grossly negligent, fraudulent or in wilful default in respect of its obligations under the Agreement. For the avoidance of doubt, the failure of the Principal Paying Agent to make a claim for payment on the Issuer's behalf or to inform any other Principal Paying Agent or clearing system of a failure on the part of the Issuer to meet any such claim or to make a payment by the stipulated date shall not be deemed to constitute negligence, fraud or wilful default on the part of the Principal Paying Agent. 8.3 Each Agent shall not otherwise be liable or responsible for any Liabilities or inconvenience which may result from anything done or omitted to be done by it in connection with the Agreement. 8.4 Liabilities arising, under clause 8.2 shall be limited to the amount of the Issuer's and/or the Security Trustee's actual loss (such loss shall be determined as at the date of default of the Agent or, if later, the date on which the loss arises as a result of such default) but without reference to any special conditions or circumstances known to the Agent at the time of entering into the Agreement, or at the time of accepting any relevant instructions, which increase the amount of the loss. In no event shall any Agent be liable for any losses of profits, goodwill, reputation, business opportunity or anticipated saving, or for special, punitive or consequential damages, whether or not the Agent has been advised of the possibility of such losses or damages. 8.5 The liability of each Agent under clause 8.2 will not extend to any Liabilities arising through any acts, events or circumstances not reasonably within its control, or resulting from the general risks of investment in or the holding of assets in any jurisdiction, including, but not limited to, Liabilities arising from: nationalisation, expropriation or other governmental actions; any law, order or regulation of a governmental, supranational or regulatory body; regulation of the banking or securities industry including changes in market rules or practice, currency restrictions, devaluations or fluctuations; market conditions affecting the execution or settlement of transactions or the value of assets; breakdown, failure or malfunction of any third party transport, telecommunications, computer services or systems; natural disasters or acts of God; war, terrorism, insurrection or revolution; and strikes or industrial action. 8.6 The indemnity set out in Clause 8.1 shall continue in full force and effect notwithstanding any termination or expiry of this Agreement. 8.7 Notwithstanding any other provision of this Agreement, the Issuer will have no obligation to pay for or indemnify any Agent against any FATCA Costs. 8.8 The Issuer agrees to provide to each Agent, and consents to the collection and processing by such Agent of, any authorisations, waivers, forms, documentation and other information, relating to its status (or the status of its direct or indirect owners) or otherwise required to be reported, under FATCA ("FATCA Information"). The Issuer further consents to the disclosure, transfer and reporting of such FATCA Information to any relevant government or taxing authority, any member of the Agent's Group, any sub-contractors, agents, service providers or associates of the Agent's Group, and any person making payments to the Agent or a member of the Agent's Group, including transfers to jurisdictions which do not have strict data protection or similar laws, to the extent that the Agent reasonably determines that such disclosure, transfer or reporting is necessary or warranted to facilitate compliance with FATCA. The Issuer agrees to inform such Agent promptly, and in any event, within 30 days in writing if there are any changes to the FATCA Information supplied to that Agent from time to time. The Issuer warrants that each person whose FATCA Information it provides (or has provided) to an Agent has been notified of and agreed to, and has been given such other information as may be necessary to permit, the collection, processing, disclosure, transfer and reporting of their information as set out in this clause.

Indemnity and Liability. 8.1 The Bondholders’ Representative shall indemnify the Issuer and its agents, managers, officers or employees against any liability, loss, cost, damages, charge, expense, action, proceedings, claim or demand which are incurred to any of them as a result of any wilful misconduct, fraud or gross negligence or any breach of the terms and conditions of the Transaction Documents and applicable law by the Bondholders’ Representative or by any of its officers, directors, employees and agents. 8.2 Notwithstanding any provision of this Agreement or any other Transaction Document to the contrary, the Bondholders’ Representative shall not be liable to any person for special, indirect, punitive or consequential loss or damage of any kind whatsoever (including but not limited to loss of profits), whether or not foreseeable. 8.3 The Issuer shall indemnify each Agent (together with the Bondholders’ Representative and its directorsagents, managers, officers and employees) or employees against any lossesliability, liabilitiesloss, costscost, expensesdamages, claimscharge, actionsexpense, damages action, proceedings, claim or demands (together, "Losses") demand (including, but not limited towithout limitation, all reasonable costs, any legal fees, charges all costs and expenses (together, "Expenses") paid or actually and reasonably incurred in disputing or defending any Losses) which such Agent may incur investigating or which may be made against determining any of them the aforementioned on a full indemnity basis), taxes, levies or imposts which are actually and reasonably incurred by the Bondholders’ Representative and its agents, managers, officers or employees as a result of or in connection with the appointment or the exercise of or performance of the powersBondholders’ Representative’s duties in accordance with any of the Transaction Documents, authorities and duties of themexcept where the same arises from the wilful misconduct, as the case may befraud, under this Agreement relating to the Notes except to the extent that any Losses or Expenses may result from its own wilful default, fraud or gross negligence of the Bondholders’ Representative, its agents, managers, officers or that employees or any breach of this Agreement by the Bondholders’ Representative, its agents, managers, officers or employees. 8.4 The Bondholders’ Representative shall indemnify the Bondholders against any loss, cost, damages, charge, expense, claim or demand (including, without limitation, any legal fees, all costs and expenses incurred in disputing or investigating or determining any of the aforementioned on a full indemnity basis), suffered or incurred by the Bondholders, as a result of or in connection with the gross negligence, willful misconduct, or breach of the terms and conditions of any of the Transaction Documents or any applicable laws and regulations, by the Bondholders’ Representative or by any of its officers, employees directors, employees, managers or agents, or . 8.5 Notwithstanding anything to the breach by it of the terms of contrary in this Agreement. 8.2 Each Agent will only , in no event shall the Bondholders’ Representative be liable to the Issuer and/or the Security Trustee for losses, liabilities, costs, expenses and demands arising directly from any failure or delay in the performance of its obligations under the Agreement suffered by or occasioned to the Issuer and/or the Security Trustee on a several basis ("Liabilities") to the extent that the Agent has been grossly negligent, fraudulent or in wilful default in respect of hereunder if it is prevented from so performing its obligations under the Agreement. For by any future law or regulation (including, for the avoidance of doubt, the failure of the Principal Paying Agent any change in, or change in interpretation in relation to make a claim for payment on the Issuer's behalf any law or to inform any other Principal Paying Agent or clearing system of a failure on the part of the Issuer to meet any such claim or to make a payment by the stipulated date shall not be deemed to constitute negligence, fraud or wilful default on the part of the Principal Paying Agent. 8.3 Each Agent shall not otherwise be liable or responsible for any Liabilities or inconvenience which may result from anything done or omitted to be done by it regulation in connection with the Agreement. 8.4 Liabilities arising, under clause 8.2 shall be limited to the amount of the Issuer's and/or the Security Trustee's actual loss (such loss shall be determined as existence at the date of default hereof which occurs subsequent to the date hereof which restricts or prohibits the providing of the Agent orservices contemplated by this Agreement), if later, the date on which the loss arises as a result any existing or future act of such default) but without reference to any special conditions or circumstances known to the Agent at the time of entering into the Agreementgovernmental authority, or at because of circumstances beyond the time of accepting any relevant instructions, which increase the amount of the loss. In no event shall any Agent be liable for any losses of profits, goodwill, reputation, business opportunity or anticipated saving, or for special, punitive or consequential damages, whether or not the Agent has been advised of the possibility of such losses or damages. 8.5 The liability of each Agent under clause 8.2 will not extend to any Liabilities arising through any acts, events or circumstances not reasonably within its Bondholders’ Representative’s control, or resulting from the general risks of investment in or the holding of assets in any jurisdiction, including, but not limited to, Liabilities arising from: nationalisationacts of God, expropriation flood, war (whether declared or other governmental actionsundeclared), terrorism, fire, riot, embargo, labour dispute, any change in laws, ordinance, regulations or the like after the Issue Date which restrict or prohibit the providing of the services contemplated by this document, or interruption of public communications facilities or disruptions of any banking system. For avoidance of doubt, the incidents which will excuse the Bondholders’ Representative from being liable under this Clause shall only be those which are beyond the Bondholders’ Representative’s reasonable control when having used all relevant preventive measures and applied professional solutions as may be expected from a professional bondholders’ representative. 8.6 Unless otherwise provided by applicable laws, the SEC’s notifications or the Conditions, nothing contained in any Transaction Document shall require the Bondholders’ Representative acting in good faith in accordance with its professional judgment and without gross negligence, fraud, wilful misconduct or breach of the Transaction Documents or applicable law: (a) to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties or the exercise of any right, power, authority and discretion hereunder if it shall have reasonable grounds for believing that the repayment of such funds or satisfactory indemnity against or security for such risk or liability is not assured to it; and (b) to do anything which would or might in its opinion be contrary to any law, order applicable law of any jurisdiction or any directive or regulation of a governmental, supranational any agency or regulatory body; regulation of the banking any state which would or securities industry including changes in market rules or practice, currency restrictions, devaluations or fluctuations; market conditions affecting the execution or settlement of transactions or the value of assets; breakdown, failure or malfunction of might render it liable to any third party transport, telecommunications, computer services or systems; natural disasters or acts of God; war, terrorism, insurrection or revolution; and strikes or industrial action. 8.6 The indemnity set out in Clause 8.1 shall continue in full force and effect notwithstanding any termination or expiry of this Agreementperson. 8.7 Notwithstanding any other provision The provisions of this Agreement, Clause 8 shall survive the Issuer will have no obligation to pay for or indemnify any Agent against any FATCA Costs. 8.8 The Issuer agrees to provide to each Agent, and consents to the collection and processing by such Agent of, any authorisations, waivers, forms, documentation and other information, relating to its status (termination of this Agreement or the status of its direct resignation or indirect owners) or otherwise required to be reported, under FATCA ("FATCA Information"). The Issuer further consents to the disclosure, transfer and reporting of such FATCA Information to any relevant government or taxing authority, any member removal of the Agent's Group, any sub-contractors, agents, service providers or associates of the Agent's Group, and any person making payments to the Agent or a member of the Agent's Group, including transfers to jurisdictions which do not have strict data protection or similar laws, to the extent that the Agent reasonably determines that such disclosure, transfer or reporting is necessary or warranted to facilitate compliance with FATCA. The Issuer agrees to inform such Agent promptly, and in any event, within 30 days in writing if there are any changes to the FATCA Information supplied to that Agent from time to time. The Issuer warrants that each person whose FATCA Information it provides (or has provided) to an Agent has been notified of and agreed to, and has been given such other information as may be necessary to permit, the collection, processing, disclosure, transfer and reporting of their information as set out in this clauseBondholders’ Representative.

Indemnity and Liability. 8.1 20.1 The Issuer shall indemnify each Agent (together with its directors, officers and employees) against any losses, liabilities, costs, expenses, claims, actions, damages demands or demands expenses (together, the "Losses") (including, including but not limited to, all reasonable costs, legal fees, charges and expenses (together, the "Expenses") which are properly paid or properly incurred in disputing or defending any Losses) which it may incur or which may be made against it as a result of or in connection with its appointment or the exercise of its powers and duties under this Agreement except for any Losses or Expenses resulting from its own wilful default, gross negligence or bad faith or that if its officers, directors or employees or the material breach by it of the terms of this Agreement. 20.2 Each Agent shall severally indemnify the Issuer against any Losses (including, but not limited to any Expenses paid or incurred in disputing or defending any Losses) which such Agent the Issuer may incur or which may be made against any of them the Issuer as a result of or in connection with a material breach by the appointment or the exercise of or performance Agent of the powers, authorities and duties terms of them, as the case may be, under this Agreement relating to the Notes except to the extent that any Losses or Expenses may result from its own wilful default, fraud or gross negligence or bad faith or that of its officers, employees directors or agentsemployees. 20.3 Notwithstanding any provision of this Agreement to the contrary, or including, without limitation, any indemnity given by the breach by it Agents herein, each of the terms Agents shall not in any event be liable for the following direct losses: loss of this Agreement. 8.2 Each Agent profits, loss of contracts and loss of goodwill. Under no circumstances will only the Agents be liable to the Issuer and/or the Security Trustee for losses, liabilities, costs, expenses and demands arising directly from the performance of its obligations under the Agreement suffered by or occasioned to the Issuer and/or the Security Trustee on a several basis ("Liabilities") to the extent that the Agent has been grossly negligent, fraudulent or in wilful default in respect of its obligations under the Agreement. For the avoidance of doubt, the failure of the Principal Paying Agent to make a claim for payment on the Issuer's behalf or to inform any other Principal Paying Agent or clearing system of a failure on the part of the Issuer party to meet any such claim or to make a payment by the stipulated date shall not be deemed to constitute negligence, fraud or wilful default on the part of the Principal Paying Agent. 8.3 Each Agent shall not otherwise be liable or responsible this Agreement for any Liabilities consequential loss or inconvenience which may result from anything done or omitted to be done by it in connection with the Agreement. 8.4 Liabilities arising, under clause 8.2 shall be damage (including but not limited to the amount loss of the Issuer's and/or the Security Trustee's actual loss (such loss shall be determined as at the date of default of the Agent or, if later, the date on which the loss arises as a result of such default) but without reference to any special conditions or circumstances known to the Agent at the time of entering into the Agreement, or at the time of accepting any relevant instructions, which increase the amount of the loss. In no event shall any Agent be liable for any losses of profitsbusiness, goodwill, reputation, business opportunity or anticipated savingprofit), or for special, punitive or consequential damages, whether or not the Agent has been even if advised of the possibility ahead of such losses loss or damagesdamage. 8.5 20.4 The liability of each Agent under clause 8.2 will not extend to any Liabilities arising through any acts, events or circumstances not reasonably within its control, or resulting from indemnities in this Clause 20 shall survive the general risks of investment in or the holding of assets in any jurisdiction, including, but not limited to, Liabilities arising from: nationalisation, expropriation or other governmental actions; any law, order or regulation of a governmental, supranational or regulatory body; regulation of the banking or securities industry including changes in market rules or practice, currency restrictions, devaluations or fluctuations; market conditions affecting the execution or settlement of transactions or the value of assets; breakdown, failure or malfunction of any third party transport, telecommunications, computer services or systems; natural disasters or acts of God; war, terrorism, insurrection or revolution; and strikes or industrial action. 8.6 The indemnity set out in Clause 8.1 shall continue in full force and effect notwithstanding any termination or expiry of this Agreement. 8.7 Notwithstanding any other provision of this Agreement, the Issuer will have no obligation to pay for or indemnify any Agent against any FATCA Costs. 8.8 The Issuer agrees to provide to each Agent, and consents to the collection and processing by such Agent of, any authorisations, waivers, forms, documentation and other information, relating to its status (or the status of its direct or indirect owners) or otherwise required to be reported, under FATCA ("FATCA Information"). The Issuer further consents to the disclosure, transfer and reporting of such FATCA Information to any relevant government or taxing authority, any member of the Agent's Group, any sub-contractors, agents, service providers or associates of the Agent's Group, and any person making payments to the Agent or a member of the Agent's Group, including transfers to jurisdictions which do not have strict data protection or similar laws, to the extent that the Agent reasonably determines that such disclosure, transfer or reporting is necessary or warranted to facilitate compliance with FATCA. The Issuer agrees to inform such Agent promptly, and in any event, within 30 days in writing if there are any changes to the FATCA Information supplied to that Agent from time to time. The Issuer warrants that each person whose FATCA Information it provides (or has provided) to an Agent has been notified of and agreed to, and has been given such other information as may be necessary to permit, the collection, processing, disclosure, transfer and reporting of their information as set out in this clause.

Indemnity and Liability. 8.1 The Issuer Supplier shall indemnify each Agent (together with its directors, officers and employees) keep fully and effectively indemnified ODEON and the ODEON Affiliates on demand against any losses, and all liabilities, costs, expenses, claimsdamages and/or losses awarded against, actionsor suffered, damages incurred or demands (togetherpaid by ODEON or any ODEON Affiliate(s) arising out of or in connection with: any death of or personal injury to any employee(s), "Losses"agent(s) (includingand/or sub-contractor(s) of ODEON or any ODEON Affiliate(s), but not limited toor to any third party, all reasonable costs, legal fees, charges and expenses (together, "Expenses") paid or incurred in disputing or defending any Losses) which such Agent may incur or which may be made against any of them as a result arising out of or in connection with defects in the appointment or the exercise of or performance of the powersServices, authorities and duties of them, as the in each case may be, under this Agreement relating to the Notes except to the extent that such defects are attributable to any Losses act(s) or Expenses may result from its own wilful default, fraud or gross negligence or that omission(s) of the Supplier and/or any of its officersemployees, employees agents or agentssubcontractors; any property (or other physical) damage suffered by any employee(s), agent(s) or sub-contractor(s) of ODEON or any ODEON Affiliate(s), or the breach by it to any third party, arising out of the terms of this Agreement. 8.2 Each Agent will only be liable to the Issuer and/or the Security Trustee for losses, liabilities, costs, expenses and demands arising directly from the performance of its obligations under the Agreement suffered by or occasioned to the Issuer and/or the Security Trustee on a several basis ("Liabilities") to the extent that the Agent has been grossly negligent, fraudulent or in wilful default in respect of its obligations under the Agreement. For the avoidance of doubt, the failure of the Principal Paying Agent to make a claim for payment on the Issuer's behalf or to inform any other Principal Paying Agent or clearing system of a failure on the part of the Issuer to meet any such claim or to make a payment by the stipulated date shall not be deemed to constitute negligence, fraud or wilful default on the part of the Principal Paying Agent. 8.3 Each Agent shall not otherwise be liable or responsible for any Liabilities or inconvenience which may result from anything done or omitted to be done by it in connection with any act(s) or omission(s) of the Supplier and/or any of its employees, agents or subcontractors; and any claim made against ODEON or any ODEON Affiliate that the receipt, use or supply of the Services and the Deliverables (excluding the ODEON Materials) infringes the Intellectual Property Right of any third party. Subject to clauses 10.2 and 10.4, neither party shall be liable for any indirect or consequential loss suffered or incurred by the other party which arises under or in connection with this Agreement or a Territory Agreement. 8.4 Liabilities arising. Subject to clause 10.4, each party’s liability in contract, tort (including negligence) or otherwise howsoever arising under or in connection with each Territory Agreement shall be limited as follows: for any liability arising under clause 8.2 ‎12 (Data Protection), each party’s liability shall be limited to the amount higher of (i) £500,000 or (ii) 150% of the Issuer's and/or total Charges paid or payable under the Security Trustee's actual Territory Agreement; and for any other loss (such loss or damage, each party’s liability shall be determined as at limited to the date higher of default (i) £250,000 or (ii) 200% of the Agent or, if later, total Charges paid or payable under the date on which Territory Agreement. Nothing in this Agreement or the loss arises as a result of such default) but without reference to any special conditions Territory Agreement shall limit or circumstances known to the Agent at the time of entering into the Agreement, exclude either party’s liability: arising under clause 13 (Confidentiality); arising under clause ‎10.1; for death or at the time of accepting any relevant instructions, which increase the amount of the loss. In no event shall any Agent be liable personal injury arising from its negligence; for fraudulent misrepresentation; or for any losses other matter in respect of profits, goodwill, reputation, business opportunity which liability cannot be limited or anticipated saving, or for special, punitive or consequential damages, whether or not the Agent has been advised excluded by operation of the possibility of such losses or damageslaw. 8.5 The liability of each Agent under clause 8.2 will not extend to any Liabilities arising through any acts, events or circumstances not reasonably within its control, or resulting from the general risks of investment in or the holding of assets in any jurisdiction, including, but not limited to, Liabilities arising from: nationalisation, expropriation or other governmental actions; any law, order or regulation of a governmental, supranational or regulatory body; regulation of the banking or securities industry including changes in market rules or practice, currency restrictions, devaluations or fluctuations; market conditions affecting the execution or settlement of transactions or the value of assets; breakdown, failure or malfunction of any third party transport, telecommunications, computer services or systems; natural disasters or acts of God; war, terrorism, insurrection or revolution; and strikes or industrial action. 8.6 The indemnity set out in Clause 8.1 shall continue in full force and effect notwithstanding any termination or expiry of this Agreement. 8.7 Notwithstanding any other provision of this Agreement, the Issuer will have no obligation to pay for or indemnify any Agent against any FATCA Costs. 8.8 The Issuer agrees to provide to each Agent, and consents to the collection and processing by such Agent of, any authorisations, waivers, forms, documentation and other information, relating to its status (or the status of its direct or indirect owners) or otherwise required to be reported, under FATCA ("FATCA Information"). The Issuer further consents to the disclosure, transfer and reporting of such FATCA Information to any relevant government or taxing authority, any member of the Agent's Group, any sub-contractors, agents, service providers or associates of the Agent's Group, and any person making payments to the Agent or a member of the Agent's Group, including transfers to jurisdictions which do not have strict data protection or similar laws, to the extent that the Agent reasonably determines that such disclosure, transfer or reporting is necessary or warranted to facilitate compliance with FATCA. The Issuer agrees to inform such Agent promptly, and in any event, within 30 days in writing if there are any changes to the FATCA Information supplied to that Agent from time to time. The Issuer warrants that each person whose FATCA Information it provides (or has provided) to an Agent has been notified of and agreed to, and has been given such other information as may be necessary to permit, the collection, processing, disclosure, transfer and reporting of their information as set out in this clause.

Indemnity and Liability. 8.1 The Bondholders’ Representative and its directors, agents, officers, or employees shall have no liability or responsibility (whether contractual or tortious, express or implied) for any cost, charge, expense, loss, damage, liability, action, proceedings, claim, or demand (including, without limitation, any legal fees, all costs and expenses incurred in disputing or investigating or determining any of the aforementioned), taxes, levies or imposts (including interest and penalties thereon) the Issuer and its agents, managers, officers or employees may suffer, except where the same results from the wilful misconduct, fraud or gross negligence or any breach of the terms and conditions of the Transaction Documents and applicable law by the Bondholders’ Representative or by any of its officers, directors, employees and agents. 8.2 Notwithstanding any provision of this Agreement or any other Transaction Document to the contrary, the Bondholders’ Representative and its directors, agents, officers, or employees shall not be liable to any person for special, indirect, punitive or consequential loss or damage of any kind whatsoever (including but not limited to loss of profits), whether or not foreseeable. 8.3 The Issuer shall indemnify each Agent (together with the Bondholders’ Representative and its directors, officers and employees) agents, officers, or employees against any lossesliability, liabilitiesloss, costscost, expensesdamages, claimscharge, actionsexpense, damages action, proceedings, claim or demands (together, "Losses") demand (including, but not limited towithout limitation, all reasonable costs, any legal fees, charges all costs and expenses (together, "Expenses") paid or incurred in disputing or defending any Losses) which such Agent may incur investigating or which may be made against determining any of them the aforementioned on a full indemnity basis), taxes, levies or imposts (including interest and penalties thereon) suffered or incurred by or made or brought against the Bondholders’ Representative and its directors, agents, officers, or employees as a result of or in connection with any Transaction Document, except where the appointment or same arises from the exercise of or performance of the powerswilful misconduct, authorities and duties of themfraud, as the case may be, under this Agreement relating to the Notes except to the extent that any Losses or Expenses may result from its own wilful default, fraud or gross negligence or that of the Bondholders’ Representative, its directors, agents, officers, or employees or any material breach of this Agreement by the Bondholders’ Representative, its directors, agents, officers, or the breach by it of the terms of this Agreementemployees. 8.2 Each Agent will only 8.4 The Bondholders’ Representative shall not be liable to the Issuer Bondholders for any damages arising from the performance or non-performance of its obligations, except those arising from non-compliance with its duties, wilful misconduct, gross negligence and/or the Security Trustee for losses, liabilities, costs, expenses and demands arising directly from bad faith in the performance of its obligations under as provided in the Transaction Documents or in any applicable laws. 8.5 The provisions of this Clause 8 shall survive the termination of this Agreement suffered by or occasioned the resignation or removal of the Bondholders’ Representative. 8.6 Notwithstanding anything to the Issuer and/or contrary in this Agreement, in no event shall the Security Trustee on a several basis ("Liabilities") to Bondholders’ Representative be liable for any failure or delay in the extent that the Agent has been grossly negligent, fraudulent or in wilful default in respect performance of its obligations under the Agreement. For hereunder if it is prevented from so performing its obligations by any future law or regulation (including, for the avoidance of doubt, the failure of the Principal Paying Agent any change in, or change in interpretation in relation to make a claim for payment on the Issuer's behalf any law or to inform any other Principal Paying Agent or clearing system of a failure on the part of the Issuer to meet any such claim or to make a payment by the stipulated date shall not be deemed to constitute negligence, fraud or wilful default on the part of the Principal Paying Agent. 8.3 Each Agent shall not otherwise be liable or responsible for any Liabilities or inconvenience which may result from anything done or omitted to be done by it regulation in connection with the Agreement. 8.4 Liabilities arising, under clause 8.2 shall be limited to the amount of the Issuer's and/or the Security Trustee's actual loss (such loss shall be determined as existence at the date of default hereof which occurs subsequent to the date hereof which restricts or prohibits the provision of the Agent orservices contemplated by this Agreement), if laterany existing or future act of governmental authority, or because of circumstances beyond the date on which the loss arises as a result of such default) but without reference to any special conditions or circumstances known Bondholders’ Representative’s control when having used all relevant preventive measures pursuant to the Agent at the time of entering into the Agreement, or at the time of accepting any relevant instructions, which increase the amount of the loss. In no event shall any Agent be liable for any losses of profits, goodwill, reputation, business opportunity or anticipated saving, or for special, punitive or consequential damages, whether or not the Agent has been advised of the possibility of such losses or damages. 8.5 The liability of each Agent under clause 8.2 will not extend to any Liabilities arising through any acts, events or circumstances not reasonably within its control, or resulting from the general risks of investment in or the holding of assets in any jurisdictionTransactions Documents and all applicable laws, including, but not limited to, Liabilities arising from: nationalisationacts of God, expropriation flood, war (whether declared or undeclared), terrorism, fire, riot, embargo, labour dispute, any change in laws, ordinances, regulations or the like after the Issue Date which restrict or prohibit the providing of the services contemplated by the Transaction Documents, or interruption of public communications or public computer facilities, disruptions of any banking system. 8.7 Unless otherwise provided by applicable laws, the SEC notifications or the Conditions, nothing contained in any Transaction Document or any other governmental actionsagreement shall require the Bondholders’ Representative: (a) to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties or the exercise of any right, power, authority and discretion hereunder if it shall have grounds for believing the repayment of such funds or satisfactory indemnity against or security for such risk or liability is not assured to it; and (b) to do anything which would or might in its opinion be contrary to any law, order applicable law of any jurisdiction or any directive or regulation of a governmental, supranational any agency or regulatory body; regulation of the banking any state which would or securities industry including changes in market rules or practice, currency restrictions, devaluations or fluctuations; market conditions affecting the execution or settlement of transactions or the value of assets; breakdown, failure or malfunction of might render it liable to any third party transport, telecommunications, computer services or systems; natural disasters or acts of God; war, terrorism, insurrection or revolution; and strikes or industrial action. 8.6 The indemnity set out in Clause 8.1 shall continue in full force and effect notwithstanding any termination or expiry of this Agreement. 8.7 Notwithstanding any other provision of this Agreement, the Issuer will have no obligation to pay for or indemnify any Agent against any FATCA Costsperson. 8.8 The Issuer agrees Bondholders’ Representative may take and instruct any delegate to provide take any action which either: (a) is required to each Agenttake, and consents or (b) in its sole discretion, is required to take, so as to comply with any applicable law, regulation or request of a public or regulatory authority which relates to the collection and processing by such Agent ofprevention of fraud, any authorisationsmoney laundering, waivers, forms, documentation terrorism or other criminal activities or the provision of financial and other information, relating services to its status sanctioned persons or entities (or the status of its direct or indirect owners) or otherwise required to be reported, under FATCA ("FATCA Information"“Imposed Obligations”). The Where reasonably possible (and unless subject to any obligation imposed upon it by law or regulation preventing or restraining it (including without limitation any Imposed Obligations)), the Bondholders’ Representative will as soon as reasonably practicable notify the Issuer further consents to of the disclosure, transfer and reporting existence of such FATCA Information to any relevant government or taxing authority, any member of the Agent's Group, any sub-contractors, agents, service providers or associates of the Agent's Group, and any person making payments to the Agent or a member of the Agent's Group, including transfers to jurisdictions which do not have strict data protection or similar laws, to the extent that the Agent reasonably determines that such disclosure, transfer or reporting is necessary or warranted to facilitate compliance with FATCA. The Issuer agrees to inform such Agent promptly, and in any event, within 30 days in writing if there are any changes to the FATCA Information supplied to that Agent from time to time. The Issuer warrants that each person whose FATCA Information it provides (or has provided) to an Agent has been notified of and agreed to, and has been given such other information as may be necessary to permit, the collection, processing, disclosure, transfer and reporting of their information as set out in this clausecircumstances.

Indemnity and Liability. 8.1 14.1 The Issuer shall Debtor will indemnify and keep indemnified the Secured Parties and the Security Agent and/or its nominees (if any) on demand against each and every loss, action, claim, expense (including legal expenses), cost and liability which the Secured Parties or the Security Agent (together with and/or its directors, officers and employees) against any losses, liabilities, costs, expenses, claims, actions, damages or demands (together, "Losses") (including, but not limited to, all reasonable costs, legal fees, charges and expenses (together, "Expenses") paid or incurred in disputing or defending any Losses) which such Agent nominees may incur as holder of the Collateral or which may be made against any of them as a result of properly incurred in or in connection with the appointment or the exercise preservation and/or enforcement of or performance any of the powers, authorities and duties of them, as the case may be, Secured Parties’ rights under this Agreement relating to or flowing from the Notes except to exercise or purported exercise of any of the extent that powers arising under any Losses of the provisions of this Agreement save where such loss, action, claim, expense, cost or Expenses may liability arises as the result from its own wilful default, fraud or of the gross negligence or that wilful misconduct of its officers, employees or agents, or the breach by it either of the terms Security Agent or any of this Agreementthe Secured Parties. 8.2 Each 14.2 Without prejudice to any other provision hereof: (a) the obligations of the Security Agent will only be liable to the Issuer Secured Parties and to the Debtor shall not be and/or shall be deemed not to be fiduciary in nature; (b) the provisions of the Trusts (Guernsey) Law, 1989 shall not apply to the Security Trustee for losses, liabilities, costs, expenses and demands arising directly from the performance of its obligations under the Agreement suffered by or occasioned to the Issuer and/or the Security Trustee on a several basis ("Liabilities") to the extent that the Agent has been grossly negligent, fraudulent or in wilful default in respect of its duties under this Agreement; and (c) the obligations under the Agreement. For the avoidance of doubt, the failure of the Principal Paying Security Agent to make a claim for payment on the Issuer's behalf or Secured Parties and to inform any other Principal Paying Agent or clearing system of a failure on the part of the Issuer to meet any such claim or to make a payment by the stipulated date shall not be deemed to constitute negligence, fraud or wilful default on the part of the Principal Paying Agent. 8.3 Each Agent shall not otherwise be liable or responsible for any Liabilities or inconvenience which may result from anything done or omitted to be done by it in connection with the Agreement. 8.4 Liabilities arising, under clause 8.2 Debtor shall be limited to (a) its obligations as expressed in this Agreement and (b) in accordance with the amount written authorisation of the Issuer's and/or the Security Trustee's actual loss (Required Holders, where such loss shall be determined as at the date of default of the Agent or, if later, the date on which the loss arises as a result of such default) but without reference to any special conditions or circumstances known to the Agent at the time of entering into the Agreement, or at the time of accepting any relevant instructions, which increase the amount of the loss. In no event shall any Agent be liable for any losses of profits, goodwill, reputation, business opportunity or anticipated saving, or for special, punitive or consequential damages, whether or not the Agent has been advised of the possibility of such losses or damagesauthorisation is required. 8.5 The liability of each Agent under clause 8.2 will not extend to any Liabilities arising through any acts, events or circumstances not reasonably within its control, or resulting from the general risks of investment in or the holding of assets in any jurisdiction, including, but not limited to, Liabilities arising from: nationalisation, expropriation or other governmental actions; any law, order or regulation of a governmental, supranational or regulatory body; regulation of the banking or securities industry including changes in market rules or practice, currency restrictions, devaluations or fluctuations; market conditions affecting the execution or settlement of transactions or the value of assets; breakdown, failure or malfunction of any third party transport, telecommunications, computer services or systems; natural disasters or acts of God; war, terrorism, insurrection or revolution; and strikes or industrial action. 8.6 The indemnity set out in Clause 8.1 shall continue in full force and effect notwithstanding any termination or expiry of this Agreement. 8.7 14.3 Notwithstanding any other provision of this Agreement, hereof neither the Issuer will have no obligation to pay for or indemnify Security Agent nor its nominees nor any Agent against any FATCA Costs. 8.8 The Issuer agrees to provide to each Agent, and consents to the collection and processing by such Agent of, any authorisations, waivers, forms, documentation and other information, relating to its status (or the status of its direct or indirect owners) or otherwise required to be reported, under FATCA ("FATCA Information"). The Issuer further consents to the disclosure, transfer and reporting of such FATCA Information to any relevant government or taxing authority, any member of the Agent's GroupSecured Parties shall be liable by reason of (a) taking any action permitted by this Agreement, (b) any sub-contractors, agents, service providers neglect or associates default in connection with the Collateral or (c) the taking possession or realisation of all or any part of the Agent's GroupCollateral, and any person making payments to except in the Agent case of gross negligence or a member of the Agent's Group, including transfers to jurisdictions which do not have strict data protection or similar laws, to the extent that the Agent reasonably determines that such disclosure, transfer or reporting is necessary or warranted to facilitate compliance with FATCA. The Issuer agrees to inform such Agent promptly, and in any event, within 30 days in writing if there are any changes to the FATCA Information supplied to that Agent from time to time. The Issuer warrants that each person whose FATCA Information it provides (or has provided) to an Agent has been notified of and agreed to, and has been given such other information as may be necessary to permit, the collection, processing, disclosure, transfer and reporting of wilful default upon their information as set out in this clausepart.

Indemnity and Liability. 8.1 The Bondholders’ Representative and its directors, agents, officers, or employees shall have no liability or responsibility (whether contractual or tortious, express or implied) for any cost, charge, expense, loss, damage, liability, action, proceedings, claim, or demand (including, without limitation, any legal fees, all costs and expenses incurred in disputing or investigating or determining any of the aforementioned), taxes, levies or imposts (including interest and penalties thereon) the Issuer and its agents, managers, officers or employees may suffer, except where the same results from the wilful misconduct, fraud or gross negligence or any breach of the terms and conditions of the Transaction Documents and applicable law by the Bondholders’ Representative or by any of its officers, directors, employees and agents. 8.2 Notwithstanding any provision of this Agreement or any other Transaction Document to the contrary, the Bondholders’ Representative and its directors, agents, officers, or employees shall not be liable to any person for special, indirect, punitive or consequential loss or damage of any kind whatsoever (including but not limited to loss of profits), whether or not foreseeable. 8.3 The Issuer shall indemnify each Agent (together with the Bondholders’ Representative and its directors, officers and employees) agents, officers, or employees against any lossesliability, liabilitiesloss, costscost, expensesdamages, claimscharge, actionsexpense, damages action, proceedings, claim or demands (together, "Losses") demand (including, but not limited towithout limitation, all reasonable costs, any legal fees, charges all costs and expenses (together, "Expenses") paid or incurred in disputing or defending any Losses) which such Agent may incur investigating or which may be made against determining any of them the aforementioned on a full indemnity basis), taxes, levies or imposts (including interest and penalties thereon) suffered or incurred by or made or brought against the Bondholders’ Representative and its directors, agents, officers, or employees as a result of or in connection with any Transaction Document, except where the appointment or same arises from the exercise of or performance of the powerswilful misconduct, authorities and duties of themfraud, as the case may be, under this Agreement relating to the Notes except to the extent that any Losses or Expenses may result from its own wilful default, fraud or gross negligence or that of the Bondholders’ Representative, its directors, agents, officers, or employees or any material breach of this Agreement by the Bondholders’ Representative, its directors, agents, officers, or the breach by it of the terms of this Agreementemployees. 8.2 Each Agent will only 8.4 The Bondholders’ Representative shall not be liable to the Issuer Bondholders for any damages arising from the performance or non-performance of its obligations, except those arising from non-compliance with its duties, wilful misconduct, gross negligence and/or the Security Trustee for losses, liabilities, costs, expenses and demands arising directly from bad faith in the performance of its obligations under as provided in the Transaction Documents or in any applicable laws. 8.5 The provisions of this Clause 8 shall survive the termination of this Agreement suffered by or occasioned the resignation or removal of the Bondholders’ Representative. 8.6 Notwithstanding anything to the Issuer and/or contrary in this Agreement, in no event shall the Security Trustee on a several basis ("Liabilities") to Bondholders’ Representative be liable for any failure or delay in the extent that the Agent has been grossly negligent, fraudulent or in wilful default in respect performance of its obligations under hereunder if it is prevented from so performing its obligations by any future law or regulation (including, for the avoidance of doubt, any change in, or change in interpretation in relation to any law or regulation in existence at the date hereof which occurs subsequent to the date hereof which restricts or prohibits the provision of the services contemplated by this Agreement), any existing or future act of governmental authority, or because of circumstances beyond the Bondholders’ Representative’s control, including, but not limited to, acts of God, flood, war (whether declared or undeclared), terrorism, fire, riot, embargo, labour dispute, any change in laws, ordinances, regulations or the like after the Issue Date which restrict or prohibit the providing of the services contemplated by the Transaction Documents, or interruption of public communications or public computer facilities, disruptions of any banking system. For the avoidance of doubt, the failure of incidents which will excuse the Principal Paying Agent to make Bondholders’ Representative from being liable under this Clause shall only be those which are beyond the Bondholders’ Representative’s reasonable control when having used all relevant preventive measures and applied professional solutions as may be expected from a claim for payment on professional bondholders’ representative. 8.7 Unless otherwise provided by applicable laws, the Issuer's behalf SEC notifications or to inform the Conditions, nothing contained in any Transaction Document or any other Principal Paying Agent agreement shall require the Bondholders’ Representative: (a) to expend or clearing system risk its own funds or otherwise incur any financial liability in the performance of a failure on any of its duties or the part exercise of any right, power, authority and discretion hereunder if it shall have grounds for believing the Issuer to meet any such claim or to make a payment by the stipulated date shall not be deemed to constitute negligence, fraud or wilful default on the part of the Principal Paying Agent. 8.3 Each Agent shall not otherwise be liable or responsible for any Liabilities or inconvenience which may result from anything done or omitted to be done by it in connection with the Agreement. 8.4 Liabilities arising, under clause 8.2 shall be limited to the amount of the Issuer's and/or the Security Trustee's actual loss (such loss shall be determined as at the date of default of the Agent or, if later, the date on which the loss arises as a result repayment of such defaultfunds or satisfactory indemnity against or security for such risk or liability is not assured to it; and (b) but without reference to do anything which would or might in its opinion be contrary to any special conditions applicable law of any jurisdiction or circumstances known to the Agent at the time of entering into the Agreement, or at the time of accepting any relevant instructions, which increase the amount of the loss. In no event shall any Agent be liable for any losses of profits, goodwill, reputation, business opportunity or anticipated saving, or for special, punitive or consequential damages, whether or not the Agent has been advised of the possibility of such losses or damages. 8.5 The liability of each Agent under clause 8.2 will not extend to any Liabilities arising through any acts, events or circumstances not reasonably within its control, or resulting from the general risks of investment in or the holding of assets in any jurisdiction, including, but not limited to, Liabilities arising from: nationalisation, expropriation or other governmental actions; any law, order directive or regulation of a governmental, supranational any agency or regulatory body; regulation of the banking any state which would or securities industry including changes in market rules or practice, currency restrictions, devaluations or fluctuations; market conditions affecting the execution or settlement of transactions or the value of assets; breakdown, failure or malfunction of might render it liable to any third party transport, telecommunications, computer services or systems; natural disasters or acts of God; war, terrorism, insurrection or revolution; and strikes or industrial action. 8.6 The indemnity set out in Clause 8.1 shall continue in full force and effect notwithstanding any termination or expiry of this Agreement. 8.7 Notwithstanding any other provision of this Agreement, the Issuer will have no obligation to pay for or indemnify any Agent against any FATCA Costsperson. 8.8 The Issuer agrees Bondholders’ Representative may take and instruct any delegate to provide take any action which either: (a) is required to each Agenttake, and consents or (b) in its sole discretion, is required to take, so as to comply with any applicable law, regulation or request of a public or regulatory authority which relates to the collection and processing by such Agent ofprevention of fraud, any authorisationsmoney laundering, waivers, forms, documentation terrorism or other criminal activities or the provision of financial and other information, relating services to its status sanctioned persons or entities (or the status of its direct or indirect owners) or otherwise required to be reported, under FATCA ("FATCA Information"“Imposed Obligations”). The Where reasonably possible (and unless subject to any obligation imposed upon it by law or regulation preventing or restraining it (including without limitation any Imposed Obligations)), the Bondholders’ Representative will as soon as reasonably practicable notify the Issuer further consents to of the disclosure, transfer and reporting existence of such FATCA Information to any relevant government or taxing authority, any member of the Agent's Group, any sub-contractors, agents, service providers or associates of the Agent's Group, and any person making payments to the Agent or a member of the Agent's Group, including transfers to jurisdictions which do not have strict data protection or similar laws, to the extent that the Agent reasonably determines that such disclosure, transfer or reporting is necessary or warranted to facilitate compliance with FATCA. The Issuer agrees to inform such Agent promptly, and in any event, within 30 days in writing if there are any changes to the FATCA Information supplied to that Agent from time to time. The Issuer warrants that each person whose FATCA Information it provides (or has provided) to an Agent has been notified of and agreed to, and has been given such other information as may be necessary to permit, the collection, processing, disclosure, transfer and reporting of their information as set out in this clausecircumstances.

Indemnity and Liability. 8.1 11.1 The Issuer Supplier shall indemnify each Agent (together with its directors, officers and employees) keep fully and effectively indemnified ODEON and the ODEON Affiliates on demand against any losses, all liabilities, costs, expenses, claimsdamages and/or losses awarded against, actionsor suffered, damages incurred or demands paid by ODEON or any ODEON Affiliate(s) arising out of or in connection with: (together, "Losses"a) (including, but not limited to, all reasonable costs, legal fees, charges and expenses (together, "Expenses") paid or incurred in disputing or defending any Losses) which such Agent may incur or which may be claim made against ODEON or any ODEON Affiliate(s) for actual or alleged infringement of them as a result third party’s Intellectual Property Rights arising out of or in connection with the appointment manufacture, supply or use of the exercise Goods; (b) any claim made against ODEON or any ODEON Affiliate(s) by a third party for death, personal injury or damage to property arising out of or performance in connection with defects in Goods; (c) any death of, personal injury or damage to property to any employee(s), agent(s) and/or sub-contractor(s) of ODEON or any ODEON Affiliate(s), arising out of or in connection with defects in Goods; and (d) any claim made against ODEON or any ODEON Affiliate by a third party arising out of or in connection with the supply of the powersGoods, authorities and duties of them, as the case may be, under this Agreement relating to the Notes except to the extent that any Losses or Expenses may result from its own wilful default, fraud or gross negligence or that of its officers, employees or agents, or the breach by it such claim arises out of the terms breach, negligent performance or failure or delay in performance of this Agreement by the Supplier, its employees, agents or subcontractors. 11.2 Subject to clause 11.4, neither party shall be liable for any indirect or consequential loss suffered or incurred by the other party which arises under or in connection with this Agreement or a Territory Agreement. 8.2 Each Agent will only be liable 11.3 Subject to the Issuer and/or the Security Trustee for lossesclause 11.2 and 11.4, liabilitieseach party’s liability in contract, costs, expenses and demands tort (including negligence) or otherwise howsoever arising directly from the performance of its obligations under the Agreement suffered by or occasioned to the Issuer and/or the Security Trustee on a several basis ("Liabilities") to the extent that the Agent has been grossly negligent, fraudulent or in wilful default in respect of its obligations under the Agreement. For the avoidance of doubt, the failure of the Principal Paying Agent to make a claim for payment on the Issuer's behalf or to inform any other Principal Paying Agent or clearing system of a failure on the part of the Issuer to meet any such claim or to make a payment by the stipulated date shall not be deemed to constitute negligence, fraud or wilful default on the part of the Principal Paying Agent. 8.3 Each Agent shall not otherwise be liable or responsible for any Liabilities or inconvenience which may result from anything done or omitted to be done by it in connection with the Agreement. 8.4 Liabilities arising, under clause 8.2 this Agreement or a Territory Agreement shall be limited to the amount higher of (i) £250,000 or (ii) 200% of the Issuer's and/or total Charges paid or payable under the Security Trustee's actual loss (such loss shall be determined as at the date of default of the Agent or, if later, the date on which the loss arises as a result of such default) but without reference to any special conditions or circumstances known to the Agent at the time of entering into the Agreement, or at the time of accepting any relevant instructions, which increase the amount of the loss. In no event shall any Agent be liable for any losses of profits, goodwill, reputation, business opportunity or anticipated saving, or for special, punitive or consequential damages, whether or not the Agent has been advised of the possibility of such losses or damages. 8.5 The liability of each Agent under clause 8.2 will not extend to any Liabilities arising through any acts, events or circumstances not reasonably within its control, or resulting from the general risks of investment in or the holding of assets in any jurisdiction, including, but not limited to, Liabilities arising from: nationalisation, expropriation or other governmental actions; any law, order or regulation of a governmental, supranational or regulatory body; regulation of the banking or securities industry including changes in market rules or practice, currency restrictions, devaluations or fluctuations; market conditions affecting the execution or settlement of transactions or the value of assets; breakdown, failure or malfunction of any third party transport, telecommunications, computer services or systems; natural disasters or acts of God; war, terrorism, insurrection or revolution; and strikes or industrial action. 8.6 The indemnity set out in Clause 8.1 shall continue in full force and effect notwithstanding any termination or expiry of this Territory Agreement. 8.7 Notwithstanding 11.4 Nothing in this Agreement or a Territory Agreement shall limit or exclude either party’s liability: (a) arising under clause 13 (Confidentiality); (b) arising under clause 11; (c) for death or personal injury arising from its negligence; (d) for fraudulent misrepresentation; or (e) for any other provision matter in respect of this Agreement, the Issuer will have no obligation to pay for which liability cannot be limited or indemnify any Agent against any FATCA Costsexcluded by operation of law. 8.8 The Issuer agrees to provide to each Agent, and consents to the collection and processing by such Agent of, any authorisations, waivers, forms, documentation and other information, relating to its status (or the status of its direct or indirect owners) or otherwise required to be reported, under FATCA ("FATCA Information"). The Issuer further consents to the disclosure, transfer and reporting of such FATCA Information to any relevant government or taxing authority, any member of the Agent's Group, any sub-contractors, agents, service providers or associates of the Agent's Group, and any person making payments to the Agent or a member of the Agent's Group, including transfers to jurisdictions which do not have strict data protection or similar laws, to the extent that the Agent reasonably determines that such disclosure, transfer or reporting is necessary or warranted to facilitate compliance with FATCA. The Issuer agrees to inform such Agent promptly, and in any event, within 30 days in writing if there are any changes to the FATCA Information supplied to that Agent from time to time. The Issuer warrants that each person whose FATCA Information it provides (or has provided) to an Agent has been notified of and agreed to, and has been given such other information as may be necessary to permit, the collection, processing, disclosure, transfer and reporting of their information as set out in this clause.

Indemnity and Liability. 8.1 21.1 The Issuer and the Guarantor shall jointly and severally indemnify each Agent (together with and its directors, officers officers, employees and employees) agents against any losses, liabilities, costs, expenses, claims, actions, damages demands or demands expenses (together, "Losses") (including, but not limited to, all reasonable properly incurred costs, legal fees, charges and expenses (together, "Expenses") paid or incurred in disputing or defending any Losses) which such Agent it may incur or which may be made against it as a result of or in connection with its appointment or the exercise of its powers and duties under this Agreement except for any Losses and Expenses which may arise directly from its own gross negligence or wilful default or that of them its officers, directors or employees. 21.2 Each Agent shall severally indemnify the Issuer and the Guarantor against all Losses (including, but not limited to, Expenses paid or incurred in disputing or defending any Losses) which the Issuer or the Guarantor may incur or which may be made against the Issuer or the Guarantor as a result of or in connection with the Agent's appointment or the exercise by the Agent of its powers or performance of the powers, authorities and duties of them, as the case may be, under this Agreement relating to the Notes except to the extent that any Losses or Expenses may result directly from its the Agent's own wilful default, fraud or gross negligence or wilful default or that of its officers, employees directors or agents, employees. 21.3 The indemnities set out above shall survive any termination of this Agreement or the breach by it earlier resignation or removal of the terms of this AgreementAgents. 8.2 21.4 Each Agent will only be liable to the Issuer and/or and the Security Trustee Guarantor for losses, liabilities, costs, expenses and demands arising directly from the performance of its obligations under the this Agreement suffered by or occasioned to the Issuer and/or and the Security Trustee on a several basis Guarantor ("Liabilities") to the extent that the Agent has been grossly negligent, fraudulent or in wilful default in respect of its obligations under the this Agreement. For the avoidance of doubt, doubt the failure of the Principal Paying any Agent to make a claim for payment on the Issuer's behalf Issuer and the Guarantor, or to inform any other Principal Paying Agent or clearing system of a failure on the part of the Issuer and the Guarantor to meet any such claim or to make a payment by the stipulated date date, shall not be deemed to constitute negligence, fraud gross negligence or wilful default on the part of the Principal Paying relevant Agent. 8.3 Each 21.5 No Agent shall not otherwise be liable or responsible for any Liabilities or inconvenience which may result from anything done or omitted to be done by it in connection with the this Agreement. 8.4 Liabilities arising21.6 The Agents shall not incur any liability for not performing any act or fulfilling any duty, under clause 8.2 shall be obligation or responsibility hereunder by reason of any occurrence beyond the control of the Agents (including but not limited to any act or provision of any present or future law or regulation or governmental authority, any act of God or war, civil unrest, local or national disturbance or disaster, any act of terrorism, or the amount unavailability of the Issuer's and/or the Security Trustee's actual loss (such loss shall be determined as at the date of default of the Agent or, if later, the date on which the loss arises as a result of such default) but without reference to any special conditions U.S. Federal Reserve Bank wire or circumstances known to the Agent at the time of entering into the Agreement, facsimile or at the time of accepting any relevant instructions, which increase the amount of the loss. other wire or communication facility). 21.7 In no event shall any the relevant Agent be liable for any losses loss of profits, goodwill, reputation, business opportunity opportunity, anticipated saving or anticipated savingother indirect losses, or for special, punitive or consequential damages, whether or not the relevant Agent has been advised of the possibility of such losses loss or damages. 8.5 The liability of each Agent under clause 8.2 will not extend to any Liabilities arising through any acts, events or circumstances not reasonably within its control, or resulting from the general risks of investment in or the holding of assets in any jurisdiction, including, but not limited to, Liabilities arising from: nationalisation, expropriation or other governmental actions; any law, order or regulation of a governmental, supranational or regulatory body; regulation of the banking or securities industry including changes in market rules or practice, currency restrictions, devaluations or fluctuations; market conditions affecting the execution or settlement of transactions or the value of assets; breakdown, failure or malfunction of any third party transport, telecommunications, computer services or systems; natural disasters or acts of God; war, terrorism, insurrection or revolution; and strikes or industrial action. 8.6 The indemnity set out in Clause 8.1 shall continue in full force and effect notwithstanding any termination or expiry of this Agreement. 8.7 Notwithstanding any other provision of this Agreement, the Issuer will have no obligation to pay for or indemnify any Agent against any FATCA Costs. 8.8 The Issuer agrees to provide to each Agent, and consents to the collection and processing by such Agent of, any authorisations, waivers, forms, documentation and other information, relating to its status (or the status of its direct or indirect owners) or otherwise required to be reported, under FATCA ("FATCA Information"). The Issuer further consents to the disclosure, transfer and reporting of such FATCA Information to any relevant government or taxing authority, any member of the Agent's Group, any sub-contractors, agents, service providers or associates of the Agent's Group, and any person making payments to the Agent or a member of the Agent's Group, including transfers to jurisdictions which do not have strict data protection or similar laws, to the extent that the Agent reasonably determines that such disclosure, transfer or reporting is necessary or warranted to facilitate compliance with FATCA. The Issuer agrees to inform such Agent promptly, and in any event, within 30 days in writing if there are any changes to the FATCA Information supplied to that Agent from time to time. The Issuer warrants that each person whose FATCA Information it provides (or has provided) to an Agent has been notified of and agreed to, and has been given such other information as may be necessary to permit, the collection, processing, disclosure, transfer and reporting of their information as set out in this clause.

Indemnity and Liability. 8.1 The Issuer shall indemnify each Agent (together with its directors, officers and employees) against any losses, liabilities, costs, expenses, claims, actions, damages or demands (together, "Losses") (including, but not limited to, all reasonable costs, legal fees, charges and expenses (together, "Expenses") paid or incurred in disputing or defending any Losses) which such Agent may incur or which may be made against any of them as a result of or in connection with the appointment or the exercise of or performance of the powers, authorities and duties of them, as the case may be, under this Agreement relating to the Notes except to the extent that any Losses or Expenses may result from its own wilful default, fraud or gross negligence or that of its officers, employees or agents, or the breach by it of the terms of this Agreement. 8.2 Each Agent will only be liable to the Issuer and/or the Security Trustee for losses, liabilities, costs, expenses and demands arising directly from the performance of its obligations under the Agreement suffered by or occasioned to the Issuer and/or the Security Trustee on a several basis ("Liabilities") to the extent that the Agent has been grossly negligent, fraudulent or in wilful default in respect of its obligations under the Agreement. For the avoidance of doubt, the failure of the Principal Paying Agent to make a claim for payment on the Issuer's behalf or to inform any other Principal Paying Agent or clearing system of a failure on the part of the Issuer to meet any such claim or to make a payment by the stipulated date shall not be deemed to constitute negligence, fraud or wilful default on the part of the Principal Paying Agent. 8.3 Each Agent shall not otherwise be liable or responsible for any Liabilities or inconvenience which may result from anything done or omitted to be done by it in connection with the Agreement. 8.4 Liabilities arising, under clause paragraph 8.2 shall be limited to the amount of the Issuer's and/or the Security Trustee's actual loss (such loss shall be determined as at the date of default of the Agent or, if later, the date on which the loss arises as a result of such default) but without reference to any special conditions or circumstances known to the Agent at the time of entering into the Agreement, or at the time of accepting any relevant instructions, which increase the amount of the loss. In no event shall any Agent be liable for any losses of profits, goodwill, reputation, business opportunity or anticipated saving, or for special, punitive or consequential damages, whether or not the Agent has been advised of the possibility of such losses or damages. 8.5 The liability of each Agent under clause paragraph 8.2 will not extend to any Liabilities arising through any acts, events or circumstances not reasonably within its control, or resulting from the general risks of investment in or the holding of assets in any jurisdiction, including, but not limited to, Liabilities arising from: nationalisation, expropriation or other governmental actions; any law, order or regulation of a governmental, supranational or regulatory body; regulation of the banking or securities industry including changes in market rules or practice, currency restrictions, devaluations or fluctuations; market conditions affecting the execution or settlement of transactions or the value of assets; breakdown, failure or malfunction of any third party transport, telecommunications, computer services or systems; natural disasters or acts of God; war, terrorism, insurrection or revolution; and strikes or industrial action. 8.6 The indemnity set out in Clause 8.1 shall continue in full force and effect notwithstanding any termination or expiry of this Agreement. 8.7 Notwithstanding any other provision of this Agreement, the Issuer will have no obligation to pay for or indemnify any Agent against any FATCA Costs. 8.8 The Issuer agrees to provide to each Agent, and consents to the collection and processing by such Agent of, any authorisations, waivers, forms, documentation and other information, relating to its status (or the status of its direct or indirect owners) or otherwise required to be reported, under FATCA ("FATCA Information"). The Issuer further consents to the disclosure, transfer and reporting of such FATCA Information to any relevant government or taxing authority, any member of the Agent's Group, any sub-contractors, agents, service providers or associates of the Agent's Group, and any person making payments to the Agent or a member of the Agent's Group, including transfers to jurisdictions which do not have strict data protection or similar laws, to the extent that the Agent reasonably determines that such disclosure, transfer or reporting is necessary or warranted to facilitate compliance with FATCA. The Issuer agrees to inform such Agent promptly, and in any event, within 30 days in writing if there are any changes to the FATCA Information supplied to that Agent from time to time. The Issuer warrants that each person whose FATCA Information it provides (or has provided) to an Agent has been notified of and agreed to, and has been given such other information as may be necessary to permit, the collection, processing, disclosure, transfer and reporting of their information as set out in this clause.

Indemnity and Liability. 8.1 The Issuer shall 11.1 Client hereby undertakes to hold harmless and fully indemnify each Agent (together with its directorsISLERO CAPITAL LTD against all liabilities, officers and employees) against any lossesactions, liabilitiesproceedings, claims, costs, expensesdemands and expenses whatsoever which may be brought against suffered or incurred by ISLERO CAPITAL LTD by reason of its perfor- xxxxx of its duties under the terms of this Agreement or otherwise by reason of their activi- ties on behalf of the Client including all legal fees (on a full indemnity basis) and any other expenses properly incurred and including any such liabilities, actions, proceedings, claims, actions, damages or demands (together, "Losses") (including, but not limited to, all reasonable costs, legal fees, charges demands and expenses (together, "Expenses") paid or incurred in disputing or defending any Losses) which such Agent may incur or which may be made against any of them as shall arise as a result of loss, delay, miss-delivery or error in connection with transmission of any cable, telex, telefax, telegraphic or other communication (where ISLERO CAPITAL LTD has used all reasonable endeavors to rectify such matters) except such as shall arise from the appointment material default of any of ISLERO CAPITAL LTD’s duties hereunder or fraud, acts of willful default, gross negligence, or material breach of duty on its part. 11.2 Without prejudice to the exercise of or performance generality of the powerspreceding provisions of this Clause, authorities and duties ISLERO CAPITAL LTD will not be responsible for any loss suffered by the Client as a result of themany default by any person with whom ISLERO CAPITAL LTD arranges or enters into any transaction on behalf of the Client pursuant to this Agreement, as unless such default is the case may beresult of ISLERO CAPITAL LTD’s fraud, under this Agreement relating to the Notes except to the extent that any Losses or Expenses may result from its own wilful default, fraud willful default or gross negligence or that of its officers, employees or agents, or the breach by it of the terms of this Agreementnegligence. 8.2 Each Agent will only be liable to the Issuer and/or the Security Trustee for losses, liabilities, costs, expenses and demands arising directly from the performance of its obligations under the Agreement suffered by or occasioned to the Issuer and/or the Security Trustee on a several basis ("Liabilities") to the extent that the Agent has been grossly negligent, fraudulent or in wilful default in respect of its obligations under the Agreement. 11.3 For the avoidance of doubt, the failure of the Principal Paying Agent doubt it is hereby agreed and declared that reference to make a claim for payment on the Issuer's behalf or to inform any other Principal Paying Agent or clearing system of a failure on the part of the Issuer to meet any such claim or to make a payment by the stipulated date ISLERO CAPITAL LTD in this Clause 11 shall not be deemed to constitute negligence, fraud or wilful default on the part of the Principal Paying Agent. 8.3 Each Agent shall not otherwise be liable or responsible for any Liabilities or inconvenience which may result from anything done or omitted to be done by it in connection with the Agreement. 8.4 Liabilities arising, under clause 8.2 shall be limited include reference to the amount directors, officers, employ- ees and permitted agents and delegates of the Issuer's and/or the Security Trustee's actual loss ISLERO CAPITAL LTD (such loss shall be determined as at the date of default of the Agent or, if later, the date on which the loss arises as a result of such defaultincluding any investment adviser) but without reference to any special conditions or circumstances known to the Agent at the time of entering into the Agreement, or at the time of accepting any relevant instructions, which increase the amount of the loss. In no event shall any Agent be liable for any losses of profits, goodwill, reputation, business opportunity or anticipated saving, or for special, punitive or consequential damages, whether or not the Agent has been advised of the possibility of such losses or damages. 8.5 The liability of each Agent under clause 8.2 will not extend to any Liabilities arising through any acts, events or circumstances not reasonably within its control, or resulting from the general risks of investment in or the holding of assets in any jurisdiction, including, but not limited to, Liabilities arising from: nationalisation, expropriation or other governmental actions; any law, order or regulation of a governmental, supranational or regulatory body; regulation of the banking or securities industry including changes in market rules or practice, currency restrictions, devaluations or fluctuations; market conditions affecting the execution or settlement of transactions or the value of assets; breakdown, failure or malfunction of any third party transport, telecommunications, computer services or systems; natural disasters or acts of God; war, terrorism, insurrection or revolution; and strikes or industrial action. 8.6 The indemnity set out in Clause 8.1 shall continue in full force and effect notwithstanding any termination or expiry of this Agreement. 8.7 Notwithstanding any other provision of this Agreement, the Issuer will have no obligation to pay for or indemnify any Agent against any FATCA Costs. 8.8 The Issuer agrees to provide to each Agent, and consents to the collection and processing by such Agent of, any authorisations, waivers, forms, documentation and other information, relating to its status (or the status of its direct or indirect owners) or otherwise required to be reported, under FATCA ("FATCA Information"). The Issuer further consents to the disclosure, transfer affiliates and reporting of such FATCA Information to any relevant government or taxing authority, any member of the Agent's Group, any sub-contractors, agents, service providers or associates of the Agent's Group, and any person making payments to the Agent or a member of the Agent's Group, including transfers to jurisdictions which do not have strict data protection or similar laws, to the extent that the Agent reasonably determines that such disclosure, transfer or reporting is necessary or warranted to facilitate compliance with FATCA. The Issuer agrees to inform such Agent promptly, and in any event, within 30 days in writing if there are any changes to the FATCA Information supplied to that Agent from time to time. The Issuer warrants that each person whose FATCA Information it provides (or has provided) to an Agent has been notified of and agreed to, and has been given such other information as may be necessary to permit, the collection, processing, disclosure, transfer and reporting of their information as set out in this clausepersonnel.

Indemnity and Liability. 8.1 10.1 The Issuer shall hirer agrees to indemnify each Agent and keep indemnified the licensor (together with its directorsand any of the licensor’s officers, officers and employees, agents or contractors) against any lossesall actions, claims, proceedings, demands, liabilities, costslosses, expensesdamages, claims, actions, damages costs and reasonable legal expenses whatsoever by whomsoever made and howsoever arising or demands paid by or awarded against the licensor to the extent caused directly or indirectly by: (together, "Losses"a) (including, but not limited to, all reasonable costs, legal fees, charges and expenses (together, "Expenses") paid the negligent act or incurred in disputing omission and/or deliberate fault of the hirer or defending any Losses) which such Agent may incur or which may be made against any of them as a result of or its visitors in connection with the appointment or the exercise of or performance of the powers, authorities and duties of them, as the case may be, under this Agreement relating to the Notes except to the extent that event; (b) any Losses or Expenses may result from its own wilful default, fraud or gross negligence or that of its officers, employees or agents, or the breach by it the hirer of the terms of this Agreement. 8.2 Each Agent will only be liable to the Issuer and/or the Security Trustee for losses, liabilities, costs, expenses and demands arising directly from the performance any of its obligations under the Agreement suffered by or occasioned to the Issuer and/or the Security Trustee on a several basis ("Liabilities") to the extent this agreement; 10.2 The hirer hereby agrees and acknowledges that the Agent has been grossly negligentlicensor, fraudulent its employees, agents or in wilful default in respect of its obligations under the Agreement. For the avoidance of doubtcontractors, the failure of the Principal Paying Agent to make a claim for payment on the Issuer's behalf or to inform any other Principal Paying Agent or clearing system of a failure on the part of the Issuer to meet any such claim or to make a payment by the stipulated date shall not be deemed to constitute negligenceliable for: (a) any damage, fraud loss, delay or wilful default on expense incurred by the part hirer, the visitors or any other person connected with the event, except for death or personal injury resulting from the negligence of the Principal Paying Agentlicensor, its employees, agents or contractors; (b) any national insurance, personal income tax, value added tax or other tax liability which may arise out of the hirer’s obligations under this agreement; (c) damage, theft or loss of any premises goods, articles, possessions, objects or similar things used, kept or left on or at the premises; or (d) the hirer's breach of copyright. 8.3 Each Agent shall not otherwise be liable 10.3 The hirer must, at the earliest opportunity, notify the licensor of any claim, dispute, action or responsible for any Liabilities or inconvenience which may result from anything done or omitted to be done by it summons in connection with the Agreement.event and must provide such details as the licensor may require. If it appears likely that the licensor may be joined in any proceedings, then the hirer: 8.4 Liabilities arising, under clause 8.2 shall be limited to (a) must not settle or compromise any such proceedings without the amount licensor’s prior written consent; (b) must keep the licensor informed of the Issuer's and/or the Security Trustee's actual loss (such loss shall be determined as at the date of default of the Agent or, if later, the date on which the loss arises as a result progress of such default) but without reference to any special conditions or circumstances known to the Agent at the time of entering into the Agreement, or at the time of accepting any relevant instructions, which increase the amount of the loss. In no event shall any Agent be liable for any losses of profits, goodwill, reputation, business opportunity or anticipated saving, or for special, punitive or consequential damages, whether or not the Agent has been advised of the possibility of such losses or damages. 8.5 The liability of each Agent under clause 8.2 will not extend to any Liabilities arising through any acts, events or circumstances not reasonably within its control, or resulting from the general risks of investment in or the holding of assets in any jurisdiction, including, but not limited to, Liabilities arising from: nationalisation, expropriation or other governmental actions; any law, order or regulation of a governmental, supranational or regulatory body; regulation of the banking or securities industry including changes in market rules or practice, currency restrictions, devaluations or fluctuations; market conditions affecting the execution or settlement of transactions or the value of assets; breakdown, failure or malfunction of any third party transport, telecommunications, computer services or systems; natural disasters or acts of God; war, terrorism, insurrection or revolutionproceedings; and strikes or industrial action. 8.6 The indemnity set out in Clause 8.1 shall continue in full force and effect notwithstanding any termination or expiry of this Agreement. 8.7 Notwithstanding any other provision of this Agreement, the Issuer will have no obligation to pay for or indemnify any Agent against any FATCA Costs. 8.8 The Issuer agrees to provide to each Agent, and consents to the collection and processing by such Agent of, any authorisations, waivers, forms, documentation and other information, relating to its status (or the status of its direct or indirect owners) or otherwise required to be reported, under FATCA ("FATCA Information"). The Issuer further consents to the disclosure, transfer and reporting of such FATCA Information to any relevant government or taxing authority, any member of the Agent's Group, any sub-contractors, agents, service providers or associates of the Agent's Group, and any person making payments to the Agent or a member of the Agent's Group, including transfers to jurisdictions which do not have strict data protection or similar laws, to the extent that the Agent reasonably determines that such disclosure, transfer or reporting is necessary or warranted to facilitate compliance with FATCA. The Issuer agrees to inform such Agent promptly, and in any event, within 30 days in writing if there are any changes to the FATCA Information supplied to that Agent from time to time. The Issuer warrants that each person whose FATCA Information it provides (or has provided) to an Agent has been notified of and agreed to, and has been given such other information as may be necessary to permit, the collection, processing, disclosure, transfer and reporting of their information as set out in this clause.the

Indemnity and Liability. 8.1 9.1. The Issuer Client shall reimburse, indemnify each Agent (together with its and hold harmless Banorte Asset Management and/or Sub- Adviser, their affiliates and their partners, directors, officers and employeesemployees and any person controlled by or controlling the Adviser ("indemnitees") for, from and against any losses, liabilities, costs, expenses, claims, actions, damages and all Losses (i) relating to this Agreement or demands (together, "Losses") (including, but not limited to, all reasonable costs, legal fees, charges and expenses (together, "Expenses") paid the Account arising out of any misrepresentation or incurred in disputing act or defending any Losses) which such Agent may incur omission or which may be made against alleged act or omission on the part of the Client or previous advisers or the Custodian or any of them as a result their agents; or (ii) arising out of or relating to any demand, charge or claim in respect of an indemnitee's acts, omissions, transactions, duties, obligations or responsibilities arising pursuant to this Agreement, except to the extent based upon, arising out of or in connection with Banorte Asset Management and/or Sub-Adviser’s grossly negligent, reckless, willfully, improper or illegal conduct in its performance or failure to perform under this Agreement, actions outside the appointment scope of Banorte Asset Management and/or Sub-Adviser’s authority or other material breach under this Agreement, by Banorte Asset Management and/or Sub-Adviser, their directors, managers, officers, employees and agents. 9.2. Notwithstanding the exercise foregoing, nothing contained in this Section or elsewhere in this Agreement shall constitute a waiver by Client of any of its legal rights under applicable U.S. federal securities laws or any other laws whose applicability is not permitted to be contractually waived. 9.3. Banorte Asset Management does not guarantee the future performance of the powersAccount or any specific level of performance, authorities and duties the success of them, as the case may be, under this Agreement relating to the Notes except to the extent any investment decision or strategy that any Losses Banorte Asset Management use or Expenses may result from its own wilful default, fraud or gross negligence or that of its officers, employees or agents, recommend or the breach by it success of Banorte Asset Management an overall management of the terms of this Agreement. 8.2 Each Agent Account. The Client understands that investment decisions made for the Account by Banorte Asset Management is subject to various market, currency, economic and business risks, and that those investment decisions will only not always be profitable. Except as may otherwise be provided by law, Banorte Asset Management will not be liable to the Issuer and/or Client for (i) any loss that the Security Trustee for lossesClient may suffer by reason of any investment decision made or other action taken or omitted in good faith by Banorte Asset Management with that degree of care, liabilitiesskill, costsprudence, expenses and demands arising directly from the performance of its obligations diligence under the Agreement suffered by or occasioned circumstances that a prudent person acting in a like capacity would use; (ii) any loss arising from Banorte Asset Management adherence to the Issuer and/or Client’s instructions; or (iii) any act or failure to act by the Security Trustee on a several basis ("Liabilities") Custodian, any IB or dealer to which Sub-Adviser directs transactions for the extent that the Agent has been grossly negligentAccount, fraudulent or in wilful default in respect of its obligations under the Agreement. For the avoidance of doubt, the failure of the Principal Paying Agent to make a claim for payment on the Issuer's behalf or to inform by any other Principal Paying Agent or clearing system of a failure on the part of the Issuer to meet any such claim or to make a payment by the stipulated date shall not be deemed to constitute negligence, fraud or wilful default on the part of the Principal Paying Agentthird party. 8.3 Each Agent shall not otherwise be liable or responsible for any Liabilities or inconvenience which may result from anything done or omitted to be done by it in connection with the Agreement. 8.4 Liabilities arising, under clause 8.2 shall be limited to the amount of the Issuer's and/or the Security Trustee's actual loss (such loss shall be determined as at the date of default of the Agent or, if later, the date on which the loss arises as a result of such default) but without reference to any special conditions or circumstances known to the Agent at the time of entering into the Agreement, or at the time of accepting any relevant instructions, which increase the amount of the loss. In no event shall any Agent be liable for any losses of profits, goodwill, reputation, business opportunity or anticipated saving, or for special, punitive or consequential damages, whether or not the Agent has been advised of the possibility of such losses or damages. 8.5 The liability of each Agent under clause 8.2 will not extend to any Liabilities arising through any acts, events or circumstances not reasonably within its control, or resulting from the general risks of investment in or the holding of assets in any jurisdiction, including, but not limited to, Liabilities arising from: nationalisation, expropriation or other governmental actions; any law, order or regulation of a governmental, supranational or regulatory body; regulation of the banking or securities industry including changes in market rules or practice, currency restrictions, devaluations or fluctuations; market conditions affecting the execution or settlement of transactions or the value of assets; breakdown, failure or malfunction of any third party transport, telecommunications, computer services or systems; natural disasters or acts of God; war, terrorism, insurrection or revolution; and strikes or industrial action. 8.6 The indemnity set out in Clause 8.1 shall continue in full force and effect notwithstanding any termination or expiry of this Agreement. 8.7 Notwithstanding any other provision of this Agreement, the Issuer will have no obligation to pay for or indemnify any Agent against any FATCA Costs. 8.8 The Issuer agrees to provide to each Agent, and consents to the collection and processing by such Agent of, any authorisations, waivers, forms, documentation and other information, relating to its status (or the status of its direct or indirect owners) or otherwise required to be reported, under FATCA ("FATCA Information"). The Issuer further consents to the disclosure, transfer and reporting of such FATCA Information to any relevant government or taxing authority, any member of the Agent's Group, any sub-contractors, agents, service providers or associates of the Agent's Group, and any person making payments to the Agent or a member of the Agent's Group, including transfers to jurisdictions which do not have strict data protection or similar laws, to the extent that the Agent reasonably determines that such disclosure, transfer or reporting is necessary or warranted to facilitate compliance with FATCA. The Issuer agrees to inform such Agent promptly, and in any event, within 30 days in writing if there are any changes to the FATCA Information supplied to that Agent from time to time. The Issuer warrants that each person whose FATCA Information it provides (or has provided) to an Agent has been notified of and agreed to, and has been given such other information as may be necessary to permit, the collection, processing, disclosure, transfer and reporting of their information as set out in this clause.

Indemnity and Liability. 8.1 The Issuer Each Portfolio represents and warrants that the appointment of the Adviser on the basis set forth in this Agreement is authorized by and has been accomplished in accordance with procedures specified in the Articles, and that this Agreement is binding and enforceable against the Portfolio. Each Portfolio shall furnish the Adviser with true copies of all resolutions, notices, and consents as may be required to be taken or made pursuant to such procedures. Each Portfolio agrees to indemnify each Agent and hold harmless the Adviser from all liability and costs (together with including costs of defense) that may be assessed or incurred by reason of any inaccuracy of the Portfolio’s representations contained in this Agreement. Neither the Adviser nor its officers, directors, officers and employees) , agents, affiliated persons or controlling persons or assigns shall be liable for any error of judgment or mistake of law or for any loss suffered by the Portfolio or its shareholders in connection with the matters to which this Agreement relates; provided that no provision of this Agreement shall be deemed to protect the Adviser against any lossesliability to the Portfolio or its shareholders resulting from any willful misfeasance, liabilities, costs, expenses, claims, actions, damages bad faith or demands gross negligence in the performance of its duties or obligations hereunder. The Articles that establish each Portfolio provide that (together, "Losses"i) (including, but not limited to, all reasonable costs, legal fees, charges and expenses (together, "Expenses") paid every Director or incurred in disputing or defending any Losses) which such Agent may incur or which may officer of the Portfolio shall be made indemnified out of the assets of the Portfolio against any of them liability incurred by him or her as a result of any act or failure to act in connection with the appointment carrying out his functions other than such liability (if any) that he or the exercise of she may incur by his or performance of the powers, authorities and duties of them, as the case may be, under this Agreement relating to the Notes except to the extent that any Losses her own actual fraud or Expenses may result from its own wilful willful default, fraud and (ii) no such Director or gross negligence or that of its officers, employees or agents, or the breach by it of the terms of this Agreement. 8.2 Each Agent will only officer shall be liable to the Issuer and/or Portfolio for any loss or damage in carrying out his or her functions unless that liability arises through the Security Trustee for lossesactual fraud or willful default of such Director or officer. For these purposes, liabilities, costs, expenses references to “actual fraud” and demands arising directly from the performance of its obligations under the Agreement suffered “willful default” mean a finding to such effect by or occasioned a competent court in relation to the Issuer and/or conduct of the Security Trustee relevant party. The U.S. Federal securities laws impose liabilities under certain circumstances on persons who act in good faith, and therefore nothing herein shall in any way constitute a several basis ("Liabilities") to the extent waiver or limitation of any rights that the Agent has been grossly negligent, fraudulent or in wilful default in respect of its obligations undersigned may have under the Agreement. For the avoidance of doubt, the failure of the Principal Paying Agent to make a claim for payment on the Issuer's behalf or to inform any other Principal Paying Agent or clearing system of a failure on the part of the Issuer to meet any such claim or to make a payment by the stipulated date shall not be deemed to constitute negligence, fraud or wilful default on the part of the Principal Paying AgentU.S. Federal securities laws. 8.3 Each Agent shall not otherwise be liable or responsible for any Liabilities or inconvenience which may result from anything done or omitted to be done by it in connection with the Agreement. 8.4 Liabilities arising, under clause 8.2 shall be limited to the amount of the Issuer's and/or the Security Trustee's actual loss (such loss shall be determined as at the date of default of the Agent or, if later, the date on which the loss arises as a result of such default) but without reference to any special conditions or circumstances known to the Agent at the time of entering into the Agreement, or at the time of accepting any relevant instructions, which increase the amount of the loss. In no event shall any Agent be liable for any losses of profits, goodwill, reputation, business opportunity or anticipated saving, or for special, punitive or consequential damages, whether or not the Agent has been advised of the possibility of such losses or damages. 8.5 The liability of each Agent under clause 8.2 will not extend to any Liabilities arising through any acts, events or circumstances not reasonably within its control, or resulting from the general risks of investment in or the holding of assets in any jurisdiction, including, but not limited to, Liabilities arising from: nationalisation, expropriation or other governmental actions; any law, order or regulation of a governmental, supranational or regulatory body; regulation of the banking or securities industry including changes in market rules or practice, currency restrictions, devaluations or fluctuations; market conditions affecting the execution or settlement of transactions or the value of assets; breakdown, failure or malfunction of any third party transport, telecommunications, computer services or systems; natural disasters or acts of God; war, terrorism, insurrection or revolution; and strikes or industrial action. 8.6 The indemnity set out in Clause 8.1 shall continue in full force and effect notwithstanding any termination or expiry of this Agreement. 8.7 Notwithstanding any other provision of this Agreement, the Issuer will have no obligation to pay for or indemnify any Agent against any FATCA Costs. 8.8 The Issuer agrees to provide to each Agent, and consents to the collection and processing by such Agent of, any authorisations, waivers, forms, documentation and other information, relating to its status (or the status of its direct or indirect owners) or otherwise required to be reported, under FATCA ("FATCA Information"). The Issuer further consents to the disclosure, transfer and reporting of such FATCA Information to any relevant government or taxing authority, any member of the Agent's Group, any sub-contractors, agents, service providers or associates of the Agent's Group, and any person making payments to the Agent or a member of the Agent's Group, including transfers to jurisdictions which do not have strict data protection or similar laws, to the extent that the Agent reasonably determines that such disclosure, transfer or reporting is necessary or warranted to facilitate compliance with FATCA. The Issuer agrees to inform such Agent promptly, and in any event, within 30 days in writing if there are any changes to the FATCA Information supplied to that Agent from time to time. The Issuer warrants that each person whose FATCA Information it provides (or has provided) to an Agent has been notified of and agreed to, and has been given such other information as may be necessary to permit, the collection, processing, disclosure, transfer and reporting of their information as set out in this clause.

Indemnity and Liability. 8.1 a.
The Issuer shall (failing which the Guarantor) will indemnify and keep indemnified each Agent (together with of the Agents and its respective officers, directors, officers employees and employees) agents against any lossesactions, claims, costs, damages, expenses, liabilities, costs, expenses, claims, actions, damages demands or demands losses (together, "Losses") (including, but not limited to, all reasonable costs, legal fees, charges and expenses (together, "Expenses") properly paid or incurred in disputing or defending any Losses) which such Agent may incur or which may be made against any of them such Agent as a result of or in connection with the its appointment as such or the exercise of or performance of the powers, authorities its powers and duties of them, as the case may be, such under and in accordance with this Agreement relating to the Notes agreement except to the extent that any Losses or Expenses may result from its own wilful default, fraud or gross negligence or that of its officers, employees directors or agents, employees. The indemnity set out in this clause shall survive any termination (whether by resignation or the breach by it of the terms removal) of this Agreementagreement. 8.2 b.
Each Agent will only be liable to the Issuer and/or the Security Trustee Guarantor for losses, liabilities, costs, expenses and demands arising directly from the performance of its obligations under the Agreement this agreement suffered by or occasioned to the Issuer and/or the Security Trustee on a several basis Guarantor ("Liabilities") to the extent that the Agent has been grossly negligent, negligent or fraudulent in connection with the performance of its obligations under this agreement or in wilful default in respect of its obligations under the Agreementthis agreement. For the avoidance of doubt, the failure of the Principal Paying Agent to make a claim for payment on the Issuer's behalf or to inform any other Principal Paying Agent or clearing system of a failure on the part of the Issuer to meet any such claim or to make a payment by the stipulated date shall not be deemed to constitute negligence, fraud or wilful default on the part of the Principal Paying Agent. 8.3 Each No Agent shall not otherwise be liable or responsible for any Liabilities or inconvenience which may result from anything done or omitted to be done by it in connection with this agreement. For the Agreementavoidance of doubt the failure of an Agent to make a claim for payment of interest and principal on the Issuer, or to inform any other paying agent or clearing system of a failure on the part of the Issuer to meet any such claim or to make a payment by the stipulated date, shall not be deemed to constitute negligence, fraud or wilful default on the part of such Agent. 8.4 c.
Liabilities arising, arising under clause 8.2 11.2 shall be limited to the amount equal to the aggregate of the Issuer's and/or fees paid by the Security Trustee's actual loss (such loss shall be determined as at the date of default of the Agent or, if later, the date on which the loss arises as a result of such default) but without reference to any special conditions or circumstances known Issuer to the Agent at the time of entering into the Agreement, or at the time of accepting in respect hereof plus any relevant instructions, which increase the amount of indemnification previously received by the lossAgent from the Issuer in accordance with the provisions hereof. In no event shall any an Agent be liable for any losses loss of profits, goodwill, reputation, business opportunity or anticipated saving, or for special, punitive or consequential damages, whether or not the such Agent has been advised of the possibility of such losses loss or damagesdamages and regardless of the form any claim may take. 8.5 d.
The liability of each Agent under clause 8.2 11.2 will not extend to any Liabilities arising through any acts, events or circumstances not reasonably within its control, or resulting from the general risks of investment in or the holding of assets in any jurisdiction, including, but not limited to, Liabilities arising from: nationalisation, expropriation or other governmental actions; any law, order or regulation of a governmental, supranational or regulatory body; regulation of the banking or securities industry including changes in market rules or practice, currency restrictions, devaluations or fluctuations; market conditions affecting the execution or settlement of transactions or the value of assets; breakdown, failure or malfunction of any third party transport, telecommunications, computer services or systems; natural disasters or acts of God; war, terrorism, insurrection or revolution; and strikes or industrial action. The Issue and Paying Agent has no responsibility if Euroclear or Clearstream, Luxembourg fails to perform in any respect. 8.6 The indemnity set out e.
In acting hereunder and in Clause 8.1 connection with the Notes, the Agents shall continue act solely as bankers and agents of the Issuer and the Guarantor and will not thereby assume any EUS_ONPREM\ADD\352496458.01 obligations towards or relationship of agency or trust for any holders of Notes or any third party, save that no Agent shall exercise any right of set-off, lien or similar claim in full force and effect notwithstanding respect of any termination moneys payable to it or expiry by it under the terms of this Agreementagreement. Funds shall not be subject to the UK FCA Client Money Rules. Funds received by the Issue and Paying Agent in accordance with the issuance of Notes or payments on the Notes shall be held pursuant to this agreement until such time as it is transferred in accordance with relevant Instructions or this agreement. The Issue and Paying Agent shall not be liable for interest on any funds received, or held by, it hereunder and need not segregate any funds held by it except as required by law. The Agents shall have no investment discretion. 8.7 Notwithstanding f.
Any of the Agents and their respective officers and employees may own or acquire any interest in any Notes with the same rights as it or he/she would have if it or he/she were not an Agent or an officer or employee thereof and may engage or be interested in any financial or other provision of this Agreement, transaction with the Issuer will have no obligation or the Guarantor, and may act on, or as depositary, trustee or agent for, any committee or body of holders of Notes or other obligations of the Issuer or the Guarantor, as freely as if the Agent were not appointed under this agreement without regard to pay the interests of the Issuer or the Guarantor and shall be entitled to retain and shall not in any way be liable to account for any profit made or indemnify any Agent against any FATCA Costsshare of brokerage or commission or remuneration or other amount or benefit received thereby or in connection therewith. 8.8 The Issuer agrees to provide to each Agent, and consents to the collection and processing by such g.
An Agent of, any authorisations, waivers, forms, documentation and other information, relating to its status (or the status of its direct or indirect owners) or otherwise required to be reported, under FATCA ("FATCA Information"). The Issuer further consents to the disclosure, transfer and reporting of such FATCA Information to any relevant government or taxing authority, any member of the Agent's Group, any sub-contractors, agents, service providers or associates of the Agent's Group, and any person making payments to the Agent or a member of the Agent's Group, including transfers to jurisdictions which do not have strict data protection or similar laws, to the extent that the Agent reasonably determines that such disclosure, transfer or reporting is necessary or warranted to facilitate compliance with FATCA. The Issuer agrees to inform such Agent promptly, and in any event, within 30 days in writing if there are any changes to the FATCA Information supplied to that Agent may from time to time. The Issuer warrants that each person whose FATCA Information it provides (or has provided) to an Agent has been notified of time and at the reasonable and agreed toexpense of the Issuer, consult legal and has been given other professional advisers or experts satisfactory to it. In such other information as may a case, no Agent shall be necessary liable in respect of any action taken or omitted to permit, be taken in connection with this agreement or the collection, processing, disclosure, transfer Notes in good faith and reporting in accordance with the opinion of their information as set out in this clausesuch advisers or experts.

Indemnity and Liability. 8.1 7.1 The Debentureholders’ Representative shall indemnify the Issuer and its agents, managers, officers or employees against any liability, loss, cost, damages, charge, expense, action, proceedings, claim or demand which are incurred to any of them as a result of any wilful misconduct, fraud or gross negligence by the Debentureholders’ Representative or by any of its officers, directors, employees and agents, except where the same arises from the wilful misconduct, fraud, or gross negligence of the Issuer, its agents, managers, officers or employees. 7.2 Notwithstanding any provision of this Agreement or any other Transaction Document to the contrary, the Debentureholders’ Representative shall not be liable to any person for special, indirect, punitive or consequential loss or damage of any kind whatsoever (including but not limited to loss of profits), whether or not foreseeable. 7.3 The Issuer shall indemnify each Agent (together with the Debentureholders’ Representative and its directorsagents, managers, officers and employees) or employees against any lossesliability, liabilitiesloss, costscost, expensesdamages, claimscharge, actionsexpense, damages action, proceedings, claim or demands (together, "Losses") demand (including, but not limited towithout limitation, all reasonable costs, any legal fees, charges all costs and expenses (together, "Expenses") paid or actually and reasonably incurred in disputing or defending any Losses) which such Agent may incur investigating or which may be made against determining any of them the aforementioned on a full indemnity basis), taxes, levies or imposts which are actually and reasonably incurred by the Debentureholders’ Representative and its agents, managers, officers or employees as a result of or in connection with the appointment or the exercise of or performance of the powersDebentureholders’ Representative’s duties in accordance with any of the Transaction Documents, authorities and duties of themexcept where the same arises from the wilful misconduct, as the case may befraud, under this Agreement relating to the Notes except to the extent that any Losses or Expenses may result from its own wilful default, fraud or gross negligence or that of the Debentureholders’ Representative, its officers, employees or agents, managers, officers or employees. 7.4 The provisions of this Clause 7 shall survive the termination of this Agreement or the breach by it removal of the terms of this AgreementDebentureholders’ Representative. 8.2 Each Agent will only be liable to the Issuer and/or the Security Trustee for losses, liabilities, costs, expenses and demands arising directly from the performance of its obligations under the Agreement suffered by or occasioned to the Issuer and/or the Security Trustee on a several basis ("Liabilities") to the extent that the Agent has been grossly negligent, fraudulent or in wilful default in respect of its obligations under the Agreement. For the avoidance of doubt, the failure of the Principal Paying Agent to make a claim for payment on the Issuer's behalf or to inform any other Principal Paying Agent or clearing system of a failure on the part of the Issuer to meet any such claim or to make a payment by the stipulated date shall not be deemed to constitute negligence, fraud or wilful default on the part of the Principal Paying Agent. 8.3 Each Agent shall not otherwise be liable or responsible for any Liabilities or inconvenience which may result from anything done or omitted to be done by it in connection with the Agreement. 8.4 Liabilities arising, under clause 8.2 shall be limited to the amount of the Issuer's and/or the Security Trustee's actual loss (such loss shall be determined as at the date of default of the Agent or, if later, the date on which the loss arises as a result of such default) but without reference to any special conditions or circumstances known to the Agent at the time of entering into the Agreement, or at the time of accepting any relevant instructions, which increase the amount of the loss. In no event shall any Agent be liable for any losses of profits, goodwill, reputation, business opportunity or anticipated saving, or for special, punitive or consequential damages, whether or not the Agent has been advised of the possibility of such losses or damages. 8.5 The liability of each Agent under clause 8.2 will not extend to any Liabilities arising through any acts, events or circumstances not reasonably within its control, or resulting from the general risks of investment in or the holding of assets in any jurisdiction, including, but not limited to, Liabilities arising from: nationalisation, expropriation or other governmental actions; any law, order or regulation of a governmental, supranational or regulatory body; regulation of the banking or securities industry including changes in market rules or practice, currency restrictions, devaluations or fluctuations; market conditions affecting the execution or settlement of transactions or the value of assets; breakdown, failure or malfunction of any third party transport, telecommunications, computer services or systems; natural disasters or acts of God; war, terrorism, insurrection or revolution; and strikes or industrial action. 8.6 The indemnity set out in Clause 8.1 shall continue in full force and effect notwithstanding any termination or expiry of this Agreement. 8.7 Notwithstanding any other provision of this Agreement, the Issuer will have no obligation to pay for or indemnify any Agent against any FATCA Costs. 8.8 The Issuer agrees to provide to each Agent, and consents to the collection and processing by such Agent of, any authorisations, waivers, forms, documentation and other information, relating to its status (or the status of its direct or indirect owners) or otherwise required to be reported, under FATCA ("FATCA Information"). The Issuer further consents to the disclosure, transfer and reporting of such FATCA Information to any relevant government or taxing authority, any member of the Agent's Group, any sub-contractors, agents, service providers or associates of the Agent's Group, and any person making payments to the Agent or a member of the Agent's Group, including transfers to jurisdictions which do not have strict data protection or similar laws, to the extent that the Agent reasonably determines that such disclosure, transfer or reporting is necessary or warranted to facilitate compliance with FATCA. The Issuer agrees to inform such Agent promptly, and in any event, within 30 days in writing if there are any changes to the FATCA Information supplied to that Agent from time to time. The Issuer warrants that each person whose FATCA Information it provides (or has provided) to an Agent has been notified of and agreed to, and has been given such other information as may be necessary to permit, the collection, processing, disclosure, transfer and reporting of their information as set out in this clause.

Indemnity and Liability. 8.1 21.1 The Issuer and the Guarantor shall jointly and severally indemnify each Agent (together with and its directors, officers officers, employees and employees) agents against any losses, liabilities, costs, expenses, claims, actions, damages demands or demands expenses (together, "Losses") (including, but not limited to, all reasonable properly incurred costs, legal fees, charges and expenses (together, "Expenses") paid or incurred in disputing or defending any Losses) which such Agent it may incur or which may be made against it as a result of or in connection with its appointment or the exercise of its powers and duties under this Agreement except for any Losses and Expenses which may arise directly from its own gross negligence or wilful default or that of them its officers, directors or employees. 21.2 Each Agent shall severally indemnify the Issuer and the Guarantor against all Losses (including, but not limited to, Expenses paid or incurred in disputing or defending any Losses) which the Issuer or the Guarantor may incur or which may be made against the Issuer or the Guarantor as a result of or in connection with the Agent's appointment or the exercise by the Agent of its powers or performance of the powers, authorities and duties of them, as the case may be, under this Agreement relating to the Notes except to the extent that any Losses or Expenses may result directly from its the Agent's own wilful default, fraud or gross negligence or wilful default or that of its officers, employees directors or agents, employees. 21.3 The indemnities set out above shall survive any termination of this Agreement or the breach by it earlier resignation or removal of the terms of this AgreementAgents. 8.2 21.4 Each Agent will only be liable to the Issuer and/or and the Security Trustee Guarantor for losses, liabilities, costs, expenses and demands arising directly from the performance of its obligations under the this Agreement suffered by or occasioned to the Issuer and/or and the Security Trustee on a several basis Guarantor ("Liabilities") to the extent that the Agent has been grossly negligent, fraudulent or in wilful default in respect of its obligations under the this Agreement. For the avoidance of doubt, doubt the failure of the Principal Paying any Agent to make a claim for payment on the Issuer's behalf Issuer and the Guarantor, or to inform any other Principal Paying Agent or clearing system of a failure on the part of the Issuer and the Guarantor to meet any such claim or to make a payment by the stipulated date date, shall not be deemed to constitute negligence, fraud gross negligence or wilful default on the part of the Principal Paying Agent.relevant Agent.‌ 8.3 Each 21.5 No Agent shall not otherwise be liable or responsible for any Liabilities or inconvenience which may result from anything done or omitted to be done by it in connection with the this Agreement. 8.4 Liabilities arising21.6 The Agents shall not incur any liability for not performing any act or fulfilling any duty, under clause 8.2 shall be obligation or responsibility hereunder by reason of any occurrence beyond the control of the Agents (including but not limited to any act or provision of any present or future law or regulation or governmental authority, any act of God or war, civil unrest, local or national disturbance or disaster, any act of terrorism, or the amount unavailability of the Issuer's and/or the Security Trustee's actual loss (such loss shall be determined as at the date of default of the Agent or, if later, the date on which the loss arises as a result of such default) but without reference to any special conditions U.S. Federal Reserve Bank wire or circumstances known to the Agent at the time of entering into the Agreement, facsimile or at the time of accepting any relevant instructions, which increase the amount of the loss. other wire or communication facility). 21.7 In no event shall any the relevant Agent be liable for any losses loss of profits, goodwill, reputation, business opportunity opportunity, anticipated saving or anticipated savingother indirect losses, or for special, punitive or consequential damages, whether or not the relevant Agent has been advised of the possibility of such losses loss or damages. 8.5 The liability of each Agent under clause 8.2 will not extend to any Liabilities arising through any acts, events or circumstances not reasonably within its control, or resulting from the general risks of investment in or the holding of assets in any jurisdiction, including, but not limited to, Liabilities arising from: nationalisation, expropriation or other governmental actions; any law, order or regulation of a governmental, supranational or regulatory body; regulation of the banking or securities industry including changes in market rules or practice, currency restrictions, devaluations or fluctuations; market conditions affecting the execution or settlement of transactions or the value of assets; breakdown, failure or malfunction of any third party transport, telecommunications, computer services or systems; natural disasters or acts of God; war, terrorism, insurrection or revolution; and strikes or industrial action. 8.6 The indemnity set out in Clause 8.1 shall continue in full force and effect notwithstanding any termination or expiry of this Agreement. 8.7 Notwithstanding any other provision of this Agreement, the Issuer will have no obligation to pay for or indemnify any Agent against any FATCA Costs. 8.8 The Issuer agrees to provide to each Agent, and consents to the collection and processing by such Agent of, any authorisations, waivers, forms, documentation and other information, relating to its status (or the status of its direct or indirect owners) or otherwise required to be reported, under FATCA ("FATCA Information"). The Issuer further consents to the disclosure, transfer and reporting of such FATCA Information to any relevant government or taxing authority, any member of the Agent's Group, any sub-contractors, agents, service providers or associates of the Agent's Group, and any person making payments to the Agent or a member of the Agent's Group, including transfers to jurisdictions which do not have strict data protection or similar laws, to the extent that the Agent reasonably determines that such disclosure, transfer or reporting is necessary or warranted to facilitate compliance with FATCA. The Issuer agrees to inform such Agent promptly, and in any event, within 30 days in writing if there are any changes to the FATCA Information supplied to that Agent from time to time. The Issuer warrants that each person whose FATCA Information it provides (or has provided) to an Agent has been notified of and agreed to, and has been given such other information as may be necessary to permit, the collection, processing, disclosure, transfer and reporting of their information as set out in this clause.

Indemnity and Liability. 8.1 4.1 The Issuer shall Organiser agrees to indemnify each Agent FAI and the Commission and their members, servants and/or agents against all costs (together with its directors, officers and employees) against any losses, liabilities, including legal costs, expenses), claims, actionsdamages and expenses made against, incurred or paid by FAI, the Commission and/or their members, servants or agents in respect of any claims whatsoever as a result of or arising out of any breach or default by the Organiser with respect to its obligations under this Agreement. 4.2 To the fullest extent permitted by applicable laws, none of FAI or the Commission or any of their respective directors, employees, affiliates, agents or other representatives will be liable for any loss or damages (whether direct or demands indirect and whether caused by negligence or otherwise) arising out of or in connection with this Agreement including, but not limited to, indirect, special or consequential loss or damages, loss of data, income, profit or opportunity, loss of or damage to property and claims of third parties. If this clause is unenforceable in whole or in part in any jurisdiction due to relevant laws, then in no event shall the total liability of FAI or the Commission or any of their respective directors, employees, affiliates, agents or other representatives for all damages, losses, and claims (togetherwhether in contract, "Losses") tort (including, but not limited to, negligence), or otherwise) exceed the aggregate amount paid by the Organiser under Schedule 1 to this agreement. Nothing in this clause shall limit or exclude any liability for death or personal injury resulting from negligence. 4.3 [USE ONLY WHERE THE NATIONAL MEMBER HAS A DULY APPOINTED REPRESENTATIVE:] In the event that the Organiser enters into a composition or arrangement with its creditors, has a receiver or administrator or administrative receiver appointed or becomes insolvent or unable to pay its debts when they fall due or an application is made for its winding up or dissolution, the National Member accepts all reasonable costsduties, legal fees, charges liabilities and expenses (together, "Expenses") paid or incurred in disputing or defending any Losses) which such Agent may incur or which may be made against any of them as a result of or in connection with the appointment or the exercise of or performance responsibilities of the powers, authorities Organiser hereunder (including without limitation those of a financial and duties of them, organisational nature) and references herein to “Organiser” shall be interpreted as the case may be, under this Agreement relating references to the Notes except to the extent that any Losses or Expenses may result from its own wilful default, fraud or gross negligence or that of its officers, employees or agents, or the breach by it of the terms of this Agreement“National Member”. 8.2 Each Agent will only be liable to the Issuer and/or the Security Trustee for losses, liabilities, costs, expenses and demands arising directly from the performance of its obligations under the Agreement suffered by or occasioned to the Issuer and/or the Security Trustee on a several basis ("Liabilities") to the extent that the Agent has been grossly negligent, fraudulent or in wilful default in respect of its obligations under the Agreement. For the avoidance of doubt, the failure of the Principal Paying Agent to make a claim for payment on the Issuer's behalf or to inform any other Principal Paying Agent or clearing system of a failure on the part of the Issuer to meet any such claim or to make a payment by the stipulated date shall not be deemed to constitute negligence, fraud or wilful default on the part of the Principal Paying Agent. 8.3 Each Agent shall not otherwise be liable or responsible for any Liabilities or inconvenience which may result from anything done or omitted to be done by it in connection with the Agreement. 8.4 Liabilities arising, under clause 8.2 shall be limited to the amount of the Issuer's and/or the Security Trustee's actual loss (such loss shall be determined as at the date of default of the Agent or, if later, the date on which the loss arises as a result of such default) but without reference to any special conditions or circumstances known to the Agent at the time of entering into the Agreement, or at the time of accepting any relevant instructions, which increase the amount of the loss. In no event shall any Agent be liable for any losses of profits, goodwill, reputation, business opportunity or anticipated saving, or for special, punitive or consequential damages, whether or not the Agent has been advised of the possibility of such losses or damages. 8.5 The liability of each Agent under clause 8.2 will not extend to any Liabilities arising through any acts, events or circumstances not reasonably within its control, or resulting from the general risks of investment in or the holding of assets in any jurisdiction, including, but not limited to, Liabilities arising from: nationalisation, expropriation or other governmental actions; any law, order or regulation of a governmental, supranational or regulatory body; regulation of the banking or securities industry including changes in market rules or practice, currency restrictions, devaluations or fluctuations; market conditions affecting the execution or settlement of transactions or the value of assets; breakdown, failure or malfunction of any third party transport, telecommunications, computer services or systems; natural disasters or acts of God; war, terrorism, insurrection or revolution; and strikes or industrial action. 8.6 The indemnity set out in Clause 8.1 shall continue in full force and effect notwithstanding any termination or expiry of this Agreement. 8.7 Notwithstanding any other provision of this Agreement, the Issuer will have no obligation to pay for or indemnify any Agent against any FATCA Costs. 8.8 The Issuer agrees to provide to each Agent, and consents to the collection and processing by such Agent of, any authorisations, waivers, forms, documentation and other information, relating to its status (or the status of its direct or indirect owners) or otherwise required to be reported, under FATCA ("FATCA Information"). The Issuer further consents to the disclosure, transfer and reporting of such FATCA Information to any relevant government or taxing authority, any member of the Agent's Group, any sub-contractors, agents, service providers or associates of the Agent's Group, and any person making payments to the Agent or a member of the Agent's Group, including transfers to jurisdictions which do not have strict data protection or similar laws, to the extent that the Agent reasonably determines that such disclosure, transfer or reporting is necessary or warranted to facilitate compliance with FATCA. The Issuer agrees to inform such Agent promptly, and in any event, within 30 days in writing if there are any changes to the FATCA Information supplied to that Agent from time to time. The Issuer warrants that each person whose FATCA Information it provides (or has provided) to an Agent has been notified of and agreed to, and has been given such other information as may be necessary to permit, the collection, processing, disclosure, transfer and reporting of their information as set out in this clause.]

Indemnity and Liability. 8.1 21.1 The Issuer shall indemnify each Agent Agent, on an after-tax basis, against any loss, liability, cost, claim, action, demand or expense (together including, but not limited to, all properly incurred costs, legal fees, charges and expenses paid or incurred in disputing or defending any of the foregoing) that it may incur or that may be made against it arising out of or in relation to or in connection with its directorsappointment or the exercise of its functions, officers and employees) except such as may result from its own fraud, negligence or wilful default. Notwithstanding any other provision of this Agreement, the Issuer shall indemnify each Agent against any lossesliability or loss incurred in connection with the Issuer's obligation to withhold or deduct an amount on account of tax. Notwithstanding the foregoing, liabilitiesunder no circumstances will the Issuer be liable to the Agents for any consequential or indirect loss (such as loss of business, costsgoodwill, expensesopportunity or profit) even if advised of the possibility of such loss or damage.‌ 21.2 Each Agent shall severally indemnify the Issuer against any loss, claimsliability, actionscost, damages claim, action, demand or demands (together, "Losses") expense (including, but not limited to, all reasonable costs, legal fees, charges and expenses (together, "Expenses") paid or incurred in disputing or defending any Lossesof the foregoing) which such Agent that the Issuer may incur or which that may be made against any of them it as a result of such Agent's fraud, negligence or in connection with wilful default. For the appointment or avoidance of doubt, the exercise of or performance of the powers, authorities and duties of them, as the case may be, Agent's liability under this Agreement relating to Clause 21.2 shall be limited in the Notes except to the extent that any Losses or Expenses may result from its own wilful default, fraud or gross negligence or that of its officers, employees or agents, or the breach by it of the terms of this Agreement.manner set out in Clauses 21.4 and 21.5.‌ 8.2 Each Agent 21.3 The Agents will only be liable to the Issuer and/or the Security Trustee or any other person for losses, liabilities, costs, claims, actions expenses and demands arising directly from the performance of its their obligations under the this Agreement suffered by or occasioned to the Issuer and/or (the Security Trustee on a several basis ("Liabilities") to the extent that the an Agent has been grossly negligent, fraudulent or in wilful default in respect of its obligations under the this Agreement. For the avoidance of doubt, the failure of the Principal Paying Agent to make a claim for payment on the Issuer's behalf or to inform any other Principal Paying Agent or clearing system of a failure on the part of the Issuer to meet any such claim or to make a payment by the stipulated date shall not be deemed to constitute negligence, fraud or wilful default on the part of the Principal Paying Agent. 8.3 Each Agent The Agents shall not otherwise be liable or responsible for any Liabilities or inconvenience which may result from anything done or omitted to be done by it in connection with this Agreement. For the Agreement.avoidance of doubt the failure of an Agent to make a claim for payment of principal and distributions on the Issuer, or to inform any other Agent or clearing system of a failure on the part of the Issuer to meet any such claim or to make a payment by the stipulated date, shall not be deemed to constitute negligence (whether gross or not), fraud or wilful default on the part of such Agent.‌ 8.4 21.4 Liabilities arising, arising under clause 8.2 Clauses 21.2 and 21.3 shall be limited to the amount of the Issuer's and/or the Security Trustee's actual loss (such loss shall be determined as at the date of default of the Agent or, if later, the date on which the loss arises as a result of such default) but without reference to any special conditions or circumstances known to the Agent Agents at the time of entering into the Agreement, or at the time of accepting any relevant instructions, which increase the amount of the loss. In no event shall any Agent the Agents be liable for any losses loss of profits, consequential loss, goodwill, reputation, business opportunity or anticipated saving, or for special, punitive or consequential damagesdamages whether or not foreseeable, whether or not the Agent has Agents have been advised of the possibility of such losses loss or damages.damages.‌ 8.5 21.5 The liability of each an Agent under clause 8.2 Clauses 21.2 and 21.3 will not extend to any Liabilities arising through any acts, events or circumstances not reasonably within its control, or resulting from the general risks of investment in or the holding of assets in any jurisdiction, including, but not limited to, Liabilities arising from: nationalisation, expropriation or other governmental actions; any law, order or regulation of a governmental, supranational or regulatory body; regulation of the banking or securities industry including changes in market rules or practice, currency restrictions, devaluations or fluctuations; market conditions affecting the execution or settlement of transactions or the value of assets; breakdown, failure or malfunction of any third party transport, telecommunications, computer services or systems; natural disasters or acts of God; war, terrorism, insurrection or revolution; and strikes or industrial action. 8.6 21.6 The indemnity set out indemnities in this Clause 8.1 21 shall continue in full force survive the resignation, removal or replacement of any Agent and effect notwithstanding any the termination or expiry of this Agreement. 8.7 Notwithstanding any other provision of this Agreement, the Issuer will have no obligation to pay for or indemnify any Agent against any FATCA Costs. 8.8 The Issuer agrees to provide to each Agent, and consents to the collection and processing by such Agent of, any authorisations, waivers, forms, documentation and other information, relating to its status (or the status of its direct or indirect owners) or otherwise required to be reported, under FATCA ("FATCA Information"). The Issuer further consents to the disclosure, transfer and reporting of such FATCA Information to any relevant government or taxing authority, any member of the Agent's Group, any sub-contractors, agents, service providers or associates of the Agent's Group, and any person making payments to the Agent or a member of the Agent's Group, including transfers to jurisdictions which do not have strict data protection or similar laws, to the extent that the Agent reasonably determines that such disclosure, transfer or reporting is necessary or warranted to facilitate compliance with FATCA. The Issuer agrees to inform such Agent promptly, and in any event, within 30 days in writing if there are any changes to the FATCA Information supplied to that Agent from time to time. The Issuer warrants that each person whose FATCA Information it provides (or has provided) to an Agent has been notified of and agreed to, and has been given such other information as may be necessary to permit, the collection, processing, disclosure, transfer and reporting of their information as set out in this clause.

Indemnity and Liability. 8.1 14.1 The Issuer shall Debtor will indemnify and keep indemnified the Secured Parties and the Security Agent and/or its nominees (if any) on demand against each and every loss, action, claim, expense (including legal expenses), cost and liability which the Secured Parties or the Security Agent (together with and/or its directors, officers and employees) against any losses, liabilities, costs, expenses, claims, actions, damages or demands (together, "Losses") (including, but not limited to, all reasonable costs, legal fees, charges and expenses (together, "Expenses") paid or incurred in disputing or defending any Losses) which such Agent nominees may incur (as holder of the Collateral) or which may be made against any of them as a result of properly incurred in or in connection with the appointment or the exercise preservation and/or enforcement of or performance any of the powers, authorities and duties of them, as the case may be, Secured Parties' rights under this Agreement relating to or flowing from the Notes except to exercise or purported exercise of any of the extent that powers arising under any Losses of the provisions of this Agreement save where such loss, action, claim, expense, cost or Expenses may liability arises as the result from its own wilful default, fraud or of the gross negligence or that wilful misconduct of its officers, employees or agents, or the breach by it either of the terms Security Agent or any of this Agreementthe Secured Parties. 8.2 Each 14.2 Without prejudice to any other provision hereof: 14.2.1 the obligations of the Security Agent will only be liable to the Issuer Secured Parties and to the Debtor shall not be and/or shall be deemed not to be fiduciary in nature; 14.2.2 the provisions of the Trusts (Guernsey) Law, 1989 shall not apply to the Security Trustee for losses, liabilities, costs, expenses and demands arising directly from the performance of its obligations under the Agreement suffered by or occasioned to the Issuer and/or the Security Trustee on a several basis ("Liabilities") to the extent that the Agent has been grossly negligent, fraudulent or in wilful default in respect of its duties under this Agreement; and 14.2.3 the obligations under the Agreement. For the avoidance of doubt, the failure of the Principal Paying Security Agent to make a claim for payment on the Issuer's behalf or Secured Parties and to inform the Debtor shall be limited to (a) its obligations as expressed in this Agreement and (b) in accordance with the written authorisation of the Required Holders, where such authorisation is required. 14.3 Notwithstanding any other Principal Paying provision hereof, neither the Security Agent or clearing system of a failure on the part nor its nominees nor any of the Issuer to meet any such claim or to make a payment by the stipulated date Secured Parties shall not be deemed to constitute negligence, fraud or wilful default on the part of the Principal Paying Agent. 8.3 Each Agent shall not otherwise be liable by reason of (a) taking any action permitted by this Agreement, (b) any neglect or responsible for any Liabilities or inconvenience which may result from anything done or omitted to be done by it default in connection with the Agreement. 8.4 Liabilities arisingCollateral or (c) the taking possession or realisation of all or any part of the Collateral, under clause 8.2 shall except in the case of gross negligence or wilful default upon their part. 15 RULING OFF In the event of the affairs of the Debtor being declared en etat de desastre or the commencement of any form of bankruptcy or insolvency proceeding affecting the Debtor or of all or any part of this Agreement ceasing for any reason to be limited binding on 18 the Debtor or if the Security Agent receives notice (actual or otherwise) of any other or subsequent Encumbrance affecting the Collateral, the Required Holders may at any time rule off the Debtor's obligations. No monies paid thereafter by the Debtor to the amount Security Agent for the rateable benefit of the Issuer's and/or Secured Parties shall thereby discharge or reduce the Security Trustee's actual loss (such loss shall be determined as at amount recoverable pursuant to this Agreement. If the date of default Required Holders in any of the Agent or, above cases do not rule off the obligations of the Debtor it shall nevertheless be treated as if later, the date on which the loss arises as a result of such default) but without reference to any special conditions or circumstances known to the Agent they had done so at the time when the Security Agent first had notice (actual or otherwise) of entering into the Agreement, event in question and all payments made by or at on behalf of the time Debtor to the Security Agent for the rateable benefit of accepting any relevant instructions, which increase the Secured Parties shall not operate to reduce the amount of the loss. In no event shall any Agent be liable for any losses of profits, goodwill, reputation, business opportunity or anticipated saving, or for special, punitive or consequential damages, whether or not the Agent has been advised of the possibility of such losses or damages. 8.5 The liability of each Agent under clause 8.2 will not extend recoverable pursuant to any Liabilities arising through any acts, events or circumstances not reasonably within its control, or resulting from the general risks of investment in or the holding of assets in any jurisdiction, including, but not limited to, Liabilities arising from: nationalisation, expropriation or other governmental actions; any law, order or regulation of a governmental, supranational or regulatory body; regulation of the banking or securities industry including changes in market rules or practice, currency restrictions, devaluations or fluctuations; market conditions affecting the execution or settlement of transactions or the value of assets; breakdown, failure or malfunction of any third party transport, telecommunications, computer services or systems; natural disasters or acts of God; war, terrorism, insurrection or revolution; and strikes or industrial action. 8.6 The indemnity set out in Clause 8.1 shall continue in full force and effect notwithstanding any termination or expiry of this Agreement. 8.7 Notwithstanding any other provision of this Agreement, the Issuer will have no obligation to pay for or indemnify any Agent against any FATCA Costs. 8.8 The Issuer agrees to provide to each Agent, and consents to the collection and processing by such Agent of, any authorisations, waivers, forms, documentation and other information, relating to its status (or the status of its direct or indirect owners) or otherwise required to be reported, under FATCA ("FATCA Information"). The Issuer further consents to the disclosure, transfer and reporting of such FATCA Information to any relevant government or taxing authority, any member of the Agent's Group, any sub-contractors, agents, service providers or associates of the Agent's Group, and any person making payments to the Agent or a member of the Agent's Group, including transfers to jurisdictions which do not have strict data protection or similar laws, to the extent that the Agent reasonably determines that such disclosure, transfer or reporting is necessary or warranted to facilitate compliance with FATCA. The Issuer agrees to inform such Agent promptly, and in any event, within 30 days in writing if there are any changes to the FATCA Information supplied to that Agent from time to time. The Issuer warrants that each person whose FATCA Information it provides (or has provided) to an Agent has been notified of and agreed to, and has been given such other information as may be necessary to permit, the collection, processing, disclosure, transfer and reporting of their information as set out in this clause.

Indemnity and Liability. 8.1 The Issuer shall indemnify each Agent (together with its directors, officers and employees) against any losses, liabilities, costs, expenses, claims, actions, damages or demands (together, "Losses") (including, but not limited to, all reasonable costs, legal fees, charges and expenses (together, "Expenses") paid or incurred in disputing or defending any Losses) which such Agent may incur or which may be made against any of them as a result of or in connection with the appointment or the exercise of or performance of the powers, authorities and duties of them, as the case may be, under this Agreement relating to the Notes except to the extent that any Losses or Expenses such as may result from its own wilful default, fraud misconduct or gross negligence negligence, or that of its officers, employees or agents, including but not limited to in relation to any gross negligent or the wilful breach by it of the terms of its duties under this Agreement. 8.2 Each Agent will only be liable to the Issuer and/or the Security Trustee for losses, liabilities, costs, expenses and demands arising directly from the performance of its obligations under the Agreement suffered by or occasioned to the Issuer and/or the Security Trustee on a several basis ("Liabilities") to the extent that the Agent has been grossly negligent, fraudulent or in wilful default in respect of its obligations under the Agreement. For the avoidance of doubt, the failure of the Principal Paying Agent to make a claim for payment on the Issuer's behalf or to inform any other Principal Paying Agent or clearing system of a failure on the part of the Issuer to meet any such claim or to make a payment by the stipulated date shall not be deemed to constitute negligence, fraud or wilful default on the part of the Principal Paying Agent. 8.3 Each Agent shall not otherwise be liable or responsible for any Liabilities or inconvenience which may result from anything done or omitted to be done by it in connection with the Agreement. 8.4 Liabilities arising, under clause paragraph 8.2 shall be limited to the amount of the Issuer's and/or the Security Trustee's actual loss (such loss shall be determined as at the date of default of the Agent or, if later, the date on which the loss arises as a result of such default) but without reference to any special conditions or circumstances known to the Agent at the time of entering into the Agreement, or at the time of accepting any relevant instructions, which increase the amount of the loss. In no event shall any Agent be liable for any losses of profits, goodwill, reputation, business opportunity or anticipated saving, or for special, punitive or consequential damages, whether or not the Agent has been advised of the possibility of such losses or damages. 8.5 The liability of each Agent under clause paragraph 8.2 will not extend to any Liabilities arising through any acts, events or circumstances not reasonably within its control, or resulting from the general risks of investment in or the holding of assets in any jurisdiction, including, but not limited to, Liabilities arising from: nationalisation, expropriation or other governmental actions; any law, order or regulation of a governmental, supranational or regulatory body; regulation of the banking or securities industry including changes in market rules or practice, currency restrictions, devaluations or fluctuations; market conditions affecting the execution or settlement of transactions or the value of assets; breakdown, failure or malfunction of any third party transport, telecommunications, computer services or systems; natural disasters or acts of God; war, terrorism, insurrection or revolution; and strikes or industrial action. 8.6 The indemnity set out in Clause 8.1 shall continue in full force and effect notwithstanding any termination or expiry of this Agreement. 8.7 Notwithstanding any other provision of this Agreement, the Issuer will have no obligation to pay for or indemnify any Agent against any FATCA Costs. 8.8 The Issuer agrees to provide to each Agent, and consents to the collection and processing by such Agent of, any authorisations, waivers, forms, documentation and other information, relating to its status (or the status of its direct or indirect owners) or otherwise required to be reported, under FATCA ("FATCA Information"). The Issuer further consents to the disclosure, transfer and reporting of such FATCA Information to any relevant government or taxing authority, any member of the Agent's Group, any sub-contractors, agents, service providers or associates of the Agent's Group, and any person making payments to the Agent or a member of the Agent's Group, including transfers to jurisdictions which do not have strict data protection or similar laws, to the extent that the Agent reasonably determines that such disclosure, transfer or reporting is necessary or warranted to facilitate compliance with FATCA. The Issuer agrees to inform such Agent promptly, and in any event, within 30 days in writing if there are any changes to the FATCA Information supplied to that Agent from time to time. The Issuer warrants that each person whose FATCA Information it provides (or has provided) to an Agent has been notified of and agreed to, and has been given such other information as may be necessary to permit, the collection, processing, disclosure, transfer and reporting of their information as set out in this clause.

Indemnity and Liability. 8.1 The Issuer shall (a) Lessee agrees to and does hereby indemnify each Agent (together with its directors, officers and employees) save Lessor harmless against any lossesand all claims, liabilitiesdemands, costsdamages, costs and expenses, claimsincluding reasonable attorneys' fees for the defense thereof, actions, damages arising from the conduct or demands (together, "Losses") (including, but not limited to, all reasonable costs, legal fees, charges and expenses (together, "Expenses") paid or incurred in disputing or defending any Losses) which such Agent may incur or which may be made against any of them as a result of or in connection with the appointment or the exercise of or performance management of the powers, authorities and duties of them, as business conducted by Lessee in the case may be, under this Agreement relating to the Notes except to the extent that any Losses or Expenses may result from its own wilful default, fraud or gross negligence or that of its officers, employees or agentsPremises, or the from any breach by it of the terms of this Agreement. 8.2 Each Agent will only be liable to the Issuer and/or the Security Trustee for losses, liabilities, costs, expenses and demands arising directly from the performance of its obligations under the Agreement suffered by or occasioned to the Issuer and/or the Security Trustee on a several basis ("Liabilities") to the extent that the Agent has been grossly negligent, fraudulent or in wilful default in respect of its obligations under the Agreement. For the avoidance of doubt, the failure of the Principal Paying Agent to make a claim for payment on the Issuer's behalf or to inform any other Principal Paying Agent or clearing system of a failure on the part of the Issuer to meet any such claim or to make a payment by the stipulated date shall not be deemed to constitute negligence, fraud or wilful default on the part of Lessee in the Principal Paying Agentperformance of any covenant or agreement on the part of Lessee to be performed, pursuant to the terms of this Lease, or from any act or negligence of Lessee, its agents, contractors, servants and employees, in or about the Premises, the sidewalks adjoining same and the other areas of the Shopping Center used by Lessee in common with others. In the event any action or proceeding is brought against Lessor by reason of any such claim, Lessee covenants to defend such action or proceeding by counsel satisfactory to Lessor except that any counsel which has been retained by Lessee's General Liability carrier for the specific purpose of defending such action or proceeding shall be deemed satisfactory to Lessor. 8.3 Each Agent (b) Lessee will, during the term of this Lease, at its own cost and expense, maintain and provide general liability insurance for the benefit and protection of Lessor and Lessee (said policy to name Lessor as a co-insured), in an amount not less than $500,000.00 for injuries to any one person, and not less than $1,000,000.00 for injuries to more than one person and for damage to property in an amount of not less that $100,000.00 arising out of any one accident or occurrence. Said policy shall not otherwise be liable cover the Premises, the sidewalks adjoining same and the other areas of the Shopping Center used by Lessee. The public liability policy or responsible for any Liabilities or inconvenience which may result from anything done or omitted to be done by it in connection with the Agreement. 8.4 Liabilities arising, under clause 8.2 a certificate thereof shall be limited delivered to Lessor at the amount commencement of the Issuer's and/or the Security Trustee's actual loss term together with proof of payment of premium and renewals thereof not less than twenty (such loss shall be determined as at the date of default of the Agent or, if later, the date on which the loss arises as a result of such default20) but without reference to any special conditions or circumstances known to the Agent at the time of entering into the Agreement, or at the time of accepting any relevant instructions, which increase the amount of the lossdays before its expiration date. In no event shall any Agent be liable for any losses of profits, goodwill, reputation, business opportunity or anticipated saving, or for special, punitive or consequential damages, whether or not the Agent has been advised of the possibility of such losses or damages. 8.5 The liability of each Agent under clause 8.2 will not extend to any Liabilities arising through any acts, events or circumstances not reasonably within its control, or resulting from the general risks of investment in or the holding of assets in any jurisdiction, including, but not limited to, Liabilities arising from: nationalisation, expropriation or other governmental actions; any law, order or regulation of a governmental, supranational or regulatory body; regulation of the banking or securities industry including changes in market rules or practice, currency restrictions, devaluations or fluctuations; market conditions affecting the execution or settlement of transactions or the value of assets; breakdown, failure or malfunction of any third party transport, telecommunications, computer services or systems; natural disasters or acts of God; war, terrorism, insurrection or revolution; and strikes or industrial action. 8.6 The indemnity set out in Clause 8.1 shall continue in full force and effect notwithstanding any termination or expiry of this Agreement. 8.7 Notwithstanding any other provision of this Agreement, the Issuer will have no obligation to pay for or indemnify any Agent against any FATCA Costs. 8.8 The Issuer agrees to provide to each Agent, and consents to the collection and processing by such Agent of, any authorisations, waivers, forms, documentation and other information, relating to its status (or the status of its direct or indirect owners) or otherwise required to be reported, under FATCA ("FATCA Information"). The Issuer further consents to the disclosure, transfer and reporting of such FATCA Information to any relevant government or taxing authority, any member of the Agent's Group, any sub-contractors, agents, service providers or associates of the Agent's Group, and any person making payments to the Agent or a member of the Agent's Group, including transfers to jurisdictions which do not have strict data protection or similar laws, to the extent that the Agent reasonably determines that such disclosure, transfer or reporting is necessary or warranted to facilitate compliance with FATCA. The Issuer agrees to inform such Agent promptly, and in any event, within 30 days in writing if there are any changes to the FATCA Information supplied to that Agent from time to time. The Issuer warrants that each person whose FATCA Information it provides (or has provided) to an Agent has been notified of and agreed to, and has been given such other information as may be necessary to permit, the collection, processing, disclosure, transfer and reporting of their information as set out in this clause.Said policy and/or