Indemnity Arrangements among the Dealers. Each Indemnifying Dealer (as defined below) will indemnify any Non-participating Dealer (as defined below) named in the Prospectus against any loss, liability, claim, action, demand or expense (a “Loss” which shall include, but not be limited to, all reasonable costs, charges and expenses paid or incurred in disputing or defending any of the foregoing) which, such Non-participating Dealer may incur, or alternatively which may be made against such Non-participating Dealer by an order of a competent court or tribunal, in the relevant jurisdiction in connection with an offer of Notes under the Programme, as a result of a failure or an alleged failure by the Issuer or the Guarantor to update or supplement the Prospectus due to significant new factors arising after the date of the Prospectus, as required by law. Where there is only one Indemnifying Dealer, its share of the Loss will be the whole of the Loss. In all other cases, the Loss shall be proportionate to the amount of Notes underwritten by each Indemnifying Dealer.
