Common use of Other indemnities Clause in Contracts

Other indemnities. Subject to and without any duplication of Clause 16.3 (Enforcement Costs) which shall prevail over this Clause 14.2, the Company shall (or shall procure that an Obligor will), within five Business Days of demand, indemnify each Finance Party against any cost (which in the case of counsel, shall be limited to the fees, charges and disbursements of (x) one primary counsel and one local counsel in each applicable jurisdiction for the Agent, (y) one additional primary counsel and one additional local counsel in each applicable jurisdiction, for all Lenders other than the Agent and (z) additional counsel for affected Lenders in light of actual or potential conflicts of interest), loss or liability incurred by that Finance Party as a result of: (a) the occurrence of any Event of Default; (b) a failure by an Obligor to pay any amount due by an Obligor under a Finance Document on its due date, including without limitation, any cost, loss or liability arising as a result of Clause 27 (Sharing among the Finance Parties); (c) making arrangements to issue any L/G requested by a Borrower in a Utilisation Request but not made by reason of the operation of any one or more of the provisions of this Agreement (other than by reason of default or negligence by that Finance Party alone); or (d) a Utilisation (or part of a Utilisation) not being prepaid in accordance with a notice of prepayment given by a Borrower or the Company, provided that such indemnity shall not, as to any Finance Party, be available to the extent that such losses, claims, damages, liabilities or related expenses are determined by a court of competent jurisdiction by final and non-appealable judgement to have resulted from any dispute solely among the Finance Parties (not arising as a result of any act or omission by any member of the Group) other than claims against the Agent or any Issuing Bank or any Arranger in its capacity as, or in fulfilling its role as, the Agent or an Issuing Bank or an Arranger or any similar role under this Agreement.

Other indemnities. Subject to and without any duplication of Clause 16.3 (Enforcement Costs) which shall prevail over this Clause 14.2, the Company The Borrower shall (or shall procure that an Obligor will), within five Business Days of demand, indemnify each Finance Party (including any of its affiliates, employees, directors, officers, partners and agents) against any cost (which in the case of counsel, shall be limited to the fees, charges and disbursements of (x) one primary counsel and one local counsel in each applicable jurisdiction for the Agent, (y) one additional primary counsel and one additional local counsel in each applicable jurisdiction, for all Lenders other than the Agent and (z) additional counsel for affected Lenders in light of actual or potential conflicts of interest)cost, loss or liability incurred by that Finance Party in connection with or as a result of: (a) the occurrence of any Event of Default; (b) a failure by an Obligor to pay any amount due by an Obligor under a Finance Document on its due datedate or in the relevant currency, including without limitation, any cost, loss or liability arising as a result of Clause 27 29 (Sharing among the Finance Parties); (c) funding, or making arrangements to issue any L/G fund, its participation in a Loan requested by a the Borrower in a Utilisation Request but not made by reason of the operation of any one or more of the provisions of this Agreement; (d) a Loan (or part of a Loan) not being prepaid in accordance with a notice of prepayment given by the Borrower (except where this Agreement provides that such notice can be revoked or made subject to conditions and the Borrower revokes such notice or, as the case may be, notifies the Agent that such conditions have not been satisfied, not later than 11:00 a.m. two Business Days before the scheduled date for such prepayment) or as required by this Agreement (other than by reason of default or negligence by that Finance Party aloneParty); or (de) any investigative, administrative or judicial proceedings or hearing commenced or threatened by any person, whether or not such Finance Party shall be designated as a Utilisation party or a potential party thereto, (including any fees or part expenses incurred by such Finance Party in enforcing its indemnity under this Clause 16.2), arising out of a Utilisationor in connection with: (i) not being prepaid in accordance with a notice of prepayment given by a Borrower the Finance Documents or the Companytransactions contemplated thereby; (ii) any enforcement of any of the Finance Documents (including any sale of, collection from or other realisation upon any Security or Guarantee); or (iii) any breach of Environmental Law, provided that such indemnity that: (A) no Obligor shall not, as have any obligation under this Clause 16.2 to indemnify any Finance PartyParty for any cost, be available loss or liability to the extent that arising from the wilful default, gross negligence or wilful misconduct of such lossesFinance Party alone, claims, damages, liabilities or related expenses are as determined by in a final non-appealable judgment of a court of competent jurisdiction jurisdiction; and (B) this Clause 16.2 does not apply to the extent any cost, loss or liability is compensated for by final Clause 13 (Tax gross-up and non-appealable judgement to have resulted from any dispute solely among the Finance Parties indemnities) or Clause 14 (not arising as a result of any act or omission by any member of the Group) other than claims against the Agent or any Issuing Bank or any Arranger in its capacity as, or in fulfilling its role as, the Agent or an Issuing Bank or an Arranger or any similar role under this AgreementIncreased costs).

Other indemnities. Subject to and without (a) Without limiting any duplication of Clause 16.3 (Enforcement Costs) which shall prevail over this Clause 14.2provision in an Existing Finance Document that provides for such an indemnity, the Company Parent shall (or shall procure that an Obligor (other than a Security Provider that is not also a Borrower or Guarantor) will), within five three Business Days of demand, indemnify each Finance Secured Party against any cost (which in the case of counsel, shall be limited to the fees, charges and disbursements of (x) one primary counsel and one local counsel in each applicable jurisdiction for the Agent, (y) one additional primary counsel and one additional local counsel in each applicable jurisdiction, for all Lenders other than the Agent and (z) additional counsel for affected Lenders in light of actual or potential conflicts of interest)cost, loss or liability incurred by that Finance Party it as a result of: (ai) the occurrence of any Event of Default; (bii) a failure by an Obligor to pay any amount due by an Obligor under a Finance Document on its due date, including without limitation, any cost, loss or liability arising as a result of Clause 27 31 (Sharing among the Finance Parties); (ciii) funding, or making arrangements to issue any L/G fund, its participation in a Loan requested by a Borrower in a Utilisation Request but not made by reason of the operation of any one or more of the provisions of this Agreement the Finance Documents (other than by reason of default or negligence by that Finance Party alone); or (div) a Utilisation Loan (or part of a Utilisationthereof) not being prepaid in accordance with a notice of prepayment given by a Borrower or the CompanyParent. (b) The Parent will indemnify and hold harmless each Finance Party and its Affiliates and each of their and their Affiliates respective directors, provided that such indemnity shall notofficers, as to employees, agents, advisors and representatives (each being an “Indemnified Person”) from and against any Finance Party, be available to the extent that such losses, and all claims, damages, liabilities losses, liabilities, costs, legal expenses and other expenses (all together “Losses”) which have been incurred by or related expenses are determined awarded against any Indemnified Person, in each case arising out of or in connection with any claim, investigation, litigation or proceeding (or the preparation of any defence with respect thereto) commenced or threatened by a court any person in relation to any of competent jurisdiction by final and non-appealable judgement to have resulted from any dispute solely among the Finance Parties Documents (not arising as a result or in connection with the execution and/or notarisation of any act Finance Document) except to the extent such Losses or omission claims result from such Indemnified Person’s negligence or misconduct or a breach of any term of any Finance Document by any member of the Groupthat Indemnified Person. Any third party referred to in this paragraph (b) other than claims against the Agent or any Issuing Bank or any Arranger in its capacity as, or in fulfilling its role as, the Agent or an Issuing Bank or an Arranger or any similar role under may rely on this AgreementClause 17.6.

Other indemnities. Subject to and without any duplication of Clause 16.3 (Enforcement Costsa) which shall prevail over this Clause 14.2, the Company shall (or shall procure that an Each Obligor will)shall, within five 5 Business Days of demand, indemnify each Finance Secured Party against any cost (which in the case of counsel, shall be limited to the fees, charges and disbursements of (x) one primary counsel and one local counsel in each applicable jurisdiction for the Agent, (y) one additional primary counsel and one additional local counsel in each applicable jurisdiction, for all Lenders other than the Agent and (z) additional counsel for affected Lenders in light of actual or potential conflicts of interest)cost, loss or liability incurred by that Finance Party it as a result of: (ai) the occurrence of any Event of Default; (bii) a failure by an a Transaction Obligor to pay any amount due by an Obligor under a Finance Document on its due date, including without limitation, any cost, loss or liability arising as a result of Clause 27 ‎32 (Sharing among the Finance Parties); (ciii) funding, or making arrangements to issue any L/G fund, its participation in the Loan requested by a Borrower the Borrowers in a the Utilisation Request but not made by reason of the operation of any one or more of the provisions of this Agreement (other than by reason of default or negligence by that Finance Secured Party alone); or (div) a Utilisation the Loan (or part of a Utilisationthe Loan) not being prepaid in accordance with a notice of prepayment given by a Borrower or the CompanyBorrower. (b) Each Obligor shall, provided that such indemnity shall noton demand, as to any indemnify each Finance Party, be available each Indemnified Person, against any cost, loss or liability incurred by that Indemnified Person pursuant to or in connection with any litigation, arbitration or administrative proceedings or regulatory enquiry, in connection with or arising out of the entry into and the transactions contemplated by the Finance Documents, having the benefit of any Security constituted by the Finance Documents or which relates to the extent condition or operation of, or any incident occurring in relation to, a Ship or, as the case may be the Collateral Ship, unless such cost, loss or liability is caused by the gross negligence or wilful misconduct of that such lossesIndemnified Person. (c) Without limiting, claimsbut subject to any limitations set out in paragraph ‎(b) above, damagesthe indemnity in paragraph ‎(b) above shall cover any cost, liabilities loss or related expenses are determined liability incurred by each Indemnified Person in any jurisdiction: (i) arising or asserted under or in connection with any law relating to safety at sea, the ISM Code, any Environmental Law or any Sanctions; or (ii) in connection with any Environmental Claim. (d) Any Affiliate or any officer or employee of a court of competent jurisdiction by final and non-appealable judgement to have resulted from any dispute solely among the Finance Parties (not arising as a result Party or of any act or omission by any member of its Affiliates may rely on this Clause ‎13.2 (Other indemnities) subject to Clause ‎1.5 (Third party rights) and the provisions of the Group) other than claims against the Agent or any Issuing Bank or any Arranger in its capacity as, or in fulfilling its role as, the Agent or an Issuing Bank or an Arranger or any similar role under this AgreementThird Parties Act.

Other indemnities. Subject to and without any duplication of Clause 16.3 (Enforcement Costs) which shall prevail over this Clause 14.2, the Company shall (or shall procure that an Obligor will)14.2.1 The Borrower shall, within five ten Business Days of demand, indemnify each Finance Party against any cost (which in the case of counsel, shall be limited to the fees, charges and disbursements of (x) one primary counsel and one local counsel in each applicable jurisdiction for the Agent, (y) one additional primary counsel and one additional local counsel in each applicable jurisdiction, for all Lenders other than the Agent and (z) additional counsel for affected Lenders in light of actual or potential conflicts of interest)cost, loss or liability incurred by that Finance Party as a result of: (a) the occurrence of any Event of Default; (b) a failure by an Obligor the Borrower to pay any amount due by an Obligor under a Finance Document on its due date, including without limitation, any cost, loss or liability arising as a result of Clause 27 (Sharing among the Finance Parties); (c) funding, or making arrangements to issue any L/G requested fund, the Loan following delivery by the Borrower of a Borrower in a Utilisation Drawdown Request but the Loan not made being advanced by reason of the operation of any one or more of the provisions of this Agreement (other than by reason of default or negligence by that a Finance Party alone); or (d) a Utilisation the Loan (or part of a Utilisationthe Loan) not being prepaid in accordance with a notice of prepayment given by a the Borrower. 14.2.2 The Borrower or the Company, provided that such indemnity shall not, as to any promptly indemnify each Finance Party, be available each Affiliate of a Finance Party and each officer or employee of a Finance Party or its Affiliate (each such person for the purposes of this Clause 14.2 an “Indemnified Person”) against any cost, loss or liability incurred by that Indemnified Person pursuant to or in connection with any litigation, arbitration or administrative proceedings or regulatory enquiry, in connection with or arising out of the entry into and the transactions contemplated by the Finance Documents, having the benefit of any Encumbrance constituted by the Finance Documents or which relates to the extent condition or operation of, or any incident occurring in relation to, a Vessel, unless such cost, loss or liability is caused by the gross negligence or wilful misconduct of that such losses, claims, damages, liabilities Indemnified Person or related expenses are determined by a court of competent jurisdiction by final and non-appealable judgement to have resulted from any dispute solely among the Finance Parties (not arising as a result of any act or omission is otherwise actually settled in full by any member of insurance policy. 14.2.3 Subject to any limitations set out in Clause 14.2.2, the Groupindemnity in that Clause shall cover any cost, loss or liability incurred by each Indemnified Person in any jurisdiction: (a) other than claims against arising or asserted under or in connection with any law relating to safety at sea, the Agent ISM Code, any Environmental Law or any Issuing Bank or sanctions as set out in Clause 22.2.2; or (b) in connection with any Arranger in its capacity as, or in fulfilling its role as, the Agent or an Issuing Bank or an Arranger or any similar role under this AgreementEnvironmental Claim.

Other indemnities. (a) Subject to and without any duplication clause (d) of Clause 16.3 (Enforcement Costs) which this section 15.2, each Seller shall prevail over this Clause 14.2, indemnify the Company shall (or shall procure that an Obligor will), within five Business Days of demand, indemnify each Finance Party Purchaser against any cost loss or liability which the Purchaser incurs (which in the case of counsel, shall be limited to the fees, charges and disbursements of (x) one primary counsel and one local counsel in each applicable jurisdiction for the Agent, (y) one additional primary counsel and one additional local counsel in each applicable jurisdiction, for all Lenders other than the Agent and (z) additional counsel for affected Lenders in light of actual or potential conflicts of interest), including without limitation any loss or liability incurred by that Finance Party the Purchaser as a result of any sale by the Purchaser of any Purchased Debt to any Investor solely to the extent that such loss or liability arises as a result of a breach by the Seller Agent or a Seller of the terms of this Agreement, it being understood that any such indemnity in respect of the matters referred to in this parenthetical clause shall not include (A) any indemnification for any termination fees or breakage cost or other, similar fee or (B) any penalty provided for by contract in favor of any Investor which exceeds the amount of or is more favorable than those provided for in this Agreement) as a consequence of: (ai) the occurrence of any Termination Event of Defaultarising from the action or inaction by such Seller or otherwise related to such Seller; (bii) a any failure by an Obligor such Seller to pay any amount due by an Obligor such Seller under a Finance Receivables Document on its due date; (iii) the purchase or ownership by the Purchaser of any Eligible Debt; (iv) claims by third parties related to such Seller’s right to transfer ownership of any Purchased Debt sold by such Seller to the Purchaser; (v) breach by such Seller of any of its representations, including without limitationwarranties, covenants or other agreements of such Seller made under this Agreement; (vi) dealing with Disputes by Debtors or any costmatters arising out of any such Disputes, to the extent related to any Purchased Debt sold by such Seller; (vii) enforcing, attempting to enforce or considering the enforcement of any Receivables Document against such Seller; (viii) matters arising out of any breach by such Seller of its obligations under any data protection legislation to which it is subject; (ix) any misuse of or damage by such Seller to the Software; (x) the provision by such Seller to or access by the Purchaser of incorrect, incomplete or inaccurate Electronic Data; or (xi) the Purchaser’s reliance on information the Purchaser reasonably believes to have been sent to it from such Seller in accordance with section 21.5 or acting or relying on any notice that the Purchaser reasonably believes to be from such Seller or the Seller Agent and to be genuine, correct and appropriately authorized. (b) The Seller Agent shall indemnify the Purchaser against any loss or liability arising which the Purchaser incurs (including without limitation any loss or liability incurred by the Purchaser as a result of Clause 27 (Sharing among any sale by the Finance Parties); (c) making arrangements to issue any L/G requested by a Borrower in a Utilisation Request but not made by reason of the operation Purchaser of any one or more of the provisions of this Agreement (other than by reason of default or negligence by that Finance Party alone); or (d) a Utilisation (or part of a Utilisation) not being prepaid in accordance with a notice of prepayment given by a Borrower or the Company, provided that such indemnity shall not, as Purchased Debt to any Finance Party, be available Investor solely to the extent that such losses, claims, damages, liabilities loss or related expenses are determined by a court of competent jurisdiction by final and non-appealable judgement to have resulted from any dispute solely among the Finance Parties (not arising liability arises as a result of any act or omission a breach by any member the Seller Agent of the Groupterms of this Agreement, it being understood that any such indemnity in respect of the matters referred to in this parenthetical clause shall not include (A) any indemnification for any termination fees or breakage cost or other, similar fee or (B) any penalty provided for by contract in favor of any Investor which exceeds the amount of or is more favorable than those provided for in this Agreement) as a consequence of: (i) breach by the Seller Agent of any of its representations, warranties, covenants or other than claims against agreements of the Seller Agent or any Issuing Bank or any Arranger in its capacity as, or in fulfilling its role as, the Agent or an Issuing Bank or an Arranger or any similar role made under this Agreement; enforcing, attempting to enforce or considering the enforcement of any Receivables Document against such Seller; (ii) matters arising out of any breach by the Seller Agent of its obligations under any data protection legislation to which it is subject; (iii) any misuse of or damage by the Seller Agent to the Software; (iv) the provision by the Seller Agent to or access by the Purchaser of incorrect, incomplete or inaccurate Electronic Data; or (v) the Purchaser’s reliance on information the Purchaser reasonably believes to have been sent to it from the Seller Agent in accordance with section 21.5 or acting or relying on any notice that the Purchaser reasonably believes to be from the Seller Agent and to be genuine, correct and appropriately authorized. (c) Subject to clause (d) of this section 15.2 each of the Sellers, jointly and severally, shall indemnify the Purchaser against any loss or liability incurred by the Purchaser as a result of investigating any event which the Purchaser reasonably believes to be a Termination Event or a Potential Termination Event arising from any action or inaction by any Seller or otherwise related to any Seller. (d) Notwithstanding the foregoing, no Seller shall have any obligation to indemnify the Purchaser for any loss, cost or expense incurred by the Purchaser resulting from (i) the bankruptcy, insolvency or financial inability of any Debtor of any Purchased Debt to pay any amount owed by such Debtor in respect of such Debt or (ii) the Purchaser’s bad faith, gross negligence or willful misconduct.

Other indemnities. Subject to and without any duplication of Clause 16.3 (Enforcement Costs) which shall prevail over this Clause 14.2, the The Company shall (or shall procure that an Obligor will), within five three Business Days of demand, indemnify each Finance Party against any cost (which in the case of counsel, shall be limited to the fees, charges and disbursements of (x) one primary counsel and one local counsel in each applicable jurisdiction for the Agent, each Lender, each other Finance Party (yand/or any Receiver or Delegate) one additional primary counsel and one additional local counsel in each applicable jurisdiction, for all Lenders other than Representative of any of the Agent and (z) additional counsel for affected Lenders in light of actual or potential conflicts of interest)foregoing persons against any cost, loss or liability incurred by that Finance Party it as a result of: (a) the occurrence of any Event of Default; (b) a failure by an Obligor to pay any amount due by an Obligor under a Finance Document on its due date, including without limitation, any cost, loss or liability arising as a result of Clause 27 36 (Sharing among the Finance Parties); (c) the execution or delivery of this Agreement, any other Finance Document or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto of their respective obligations hereunder or thereunder, the consummation of the transactions contemplated hereby or thereby, or, in the case of the Agent (and any sub-agent thereof) and its Representatives only, the administration of this Agreement and the other Finance Documents; (d) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory, whether brought by a third party or by the Company or any other Obligor; (e) funding, or making arrangements to issue any L/G fund, its participation in a Utilisation requested by a the Borrower in a Utilisation Request but not made by reason of the operation of any one or more of the provisions of this Agreement (other than by reason of default or negligence or wilful breach of any Finance Document by that Finance Party alone); orand (df) a Utilisation (or part of a Utilisation) not being prepaid in accordance with a notice of prepayment given by a the Borrower or the Company, provided that such indemnity shall not, as to any Finance Party, be available to the extent that such losses, claims, damages, liabilities or related expenses are determined by a court of competent jurisdiction by final and non-appealable judgement to have resulted from any dispute solely among the Finance Parties (not arising as a result of any act or omission by any member of the Group) other than claims against the Agent or any Issuing Bank or any Arranger in its capacity as, or in fulfilling its role as, the Agent or an Issuing Bank or an Arranger or any similar role under this Agreement.

Other indemnities. Subject to and without any duplication of Clause 16.3 (Enforcement Costsa) which shall prevail over this Clause 14.2Each Obligor shall, the Company shall (or shall procure that an Obligor will), within five Business Days of on demand, indemnify each Finance Secured Party against any cost (which in the case of counsel, shall be limited to the fees, charges and disbursements of (x) one primary counsel and one local counsel in each applicable jurisdiction for the Agent, (y) one additional primary counsel and one additional local counsel in each applicable jurisdiction, for all Lenders other than the Agent and (z) additional counsel for affected Lenders in light of actual or potential conflicts of interest)cost, loss or liability incurred by that Finance Party it as a result of: (ai) the occurrence of any Event of Default; (bii) a failure by an Obligor to pay any amount due by an Obligor under a Finance Document on its due date, including without limitation, any cost, loss or liability arising as a result of Clause 27 35 (Sharing among Among the Finance Parties); (ciii) funding, or making arrangements to issue any L/G fund, its participation in a Tranche requested by a Borrower the Borrowers in a Utilisation Request but not made by reason of the operation of any one or more of the provisions of this Agreement (other than by reason of default or negligence by that Finance Party alone); or (div) a Utilisation the Loan (or part of a Utilisationthe Loan) not being prepaid in accordance with a notice of prepayment given by a Borrower or the CompanyBorrowers. (b) Each Obligor shall, provided that such indemnity shall noton demand, as to any indemnify each Finance Party, be available each Affiliate of a Finance Party and each officer or employee of a Finance Party or its Affiliate (each such person for the purposes of this Clause 14.2 (Other indemnities) an “Indemnified Person”), against any cost, loss or liability incurred by that Indemnified Person pursuant to or in connection with any litigation, arbitration or administrative proceedings or regulatory enquiry, in connection with or arising out of the entry into and the transactions contemplated by the Finance Documents, having the benefit of any Security constituted by the Finance Documents or which relates to the extent condition or operation of, or any incident occurring in relation to, any Ship unless such cost, loss or liability is caused by the gross negligence or wilful misconduct of that such lossesIndemnified Person. (c) Without limiting, claimsbut subject to any limitations set out in paragraph (b) above, damagesthe indemnity in paragraph (b) above shall cover any cost, liabilities loss or related expenses are determined liability incurred by each Indemnified Person in any jurisdiction: (i) arising or asserted under or in connection with any law relating to safety at sea, the ISM Code, any Environmental Law or any Sanctions; or (ii) in connection with any Environmental Claim. (d) Any Affiliate or any officer or employee of a court of competent jurisdiction by final and non-appealable judgement to have resulted from any dispute solely among the Finance Parties (not arising as a result Party or of any act or omission by any member of its Affiliates may rely on this Clause 14.2 (Other indemnities) and the provisions of the Group) other than claims against the Agent or any Issuing Bank or any Arranger in its capacity as, or in fulfilling its role as, the Agent or an Issuing Bank or an Arranger or any similar role under this AgreementThird Parties Act.

Other indemnities. Subject to and without any duplication of Clause 16.3 (Enforcement Costsa) which shall prevail over this Clause 14.2Each Obligor shall, the Company shall (or shall procure that an Obligor will), within five Business Days of on demand, indemnify each Finance Secured Party against any cost (which in the case of counsel, shall be limited to the fees, charges and disbursements of (x) one primary counsel and one local counsel in each applicable jurisdiction for the Agent, (y) one additional primary counsel and one additional local counsel in each applicable jurisdiction, for all Lenders other than the Agent and (z) additional counsel for affected Lenders in light of actual or potential conflicts of interest)cost, loss or liability incurred by that Finance Party it as a result of: (ai) the occurrence of any Event of Default; (bii) a failure by an a Transaction Obligor to pay any amount due by an Obligor under a Finance Document on its due date, including without limitation, any cost, loss or liability arising as a result of Clause 27 34 (Sharing among the Finance Parties); (ciii) funding, or making arrangements to issue any L/G fund, its participation in a Tranche requested by a Borrower the Borrowers in a Utilisation Request but not made by reason of the operation of any one or more of the provisions of this Agreement (other than by reason of default or negligence by that Finance Secured Party alone); or (div) a Utilisation the Loan (or part of a Utilisationthe Loan) not being prepaid in accordance with a notice of prepayment given by a Borrower or the CompanyBorrowers. (b) Each Obligor shall, provided that such indemnity shall noton demand, as to any indemnify each Finance Party, be available each Affiliate of a Finance Party and each officer or employee of a Finance Party or its Affiliate (each such person for the purposes of this Clause 14.2 (Other indemnities) an "Indemnified Person"), against any cost, loss or liability incurred by that Indemnified Person pursuant to or in connection with any litigation, arbitration or administrative proceedings or regulatory enquiry, in connection with or arising out of the entry into and the transactions contemplated by the Finance Documents, having the benefit of any Security constituted by the Finance Documents or which relates to the extent condition or operation of, or any incident occurring in relation to, any Ship unless such cost, loss or liability is caused by the gross negligence or wilful misconduct of that Indemnified Person. (c) Each Obligor shall, on demand, indemnify each Finance Party, each Indemnified Person, against any reasonably incurred cost, loss or liability incurred by that Indemnified Person in any jurisdiction arising or asserted under or in connection with any Sanctions, unless such lossescost, claimsloss or liability is caused by the gross negligence or wilful misconduct of that Indemnified Person. (d) Without limiting, damagesbut subject to any limitations set out in paragraph (b) above, liabilities the indemnity in paragraph (b) above shall cover any cost, loss or related expenses are determined liability incurred by each Indemnified Person in any jurisdiction: (i) arising or asserted under or in connection with any law relating to safety at sea, the ISM Code, any Environmental Law or any Sanctions; or (ii) in connection with any Environmental Claim. (e) Any Affiliate or any officer or employee of a court of competent jurisdiction by final and non-appealable judgement to have resulted from any dispute solely among the Finance Parties (not arising as a result Party or of any act or omission by any member of its Affiliates may rely on this Clause 14.2 (Other indemnities) subject to Clause 1.5 (Third party rights) and the provisions of the Group) other than claims against the Agent or any Issuing Bank or any Arranger in its capacity as, or in fulfilling its role as, the Agent or an Issuing Bank or an Arranger or any similar role under this AgreementThird Parties Act.

Other indemnities. Subject to (a) The Company shall, promptly on demand (which demand shall be accompanied by reasonable calculations or details of the amount demanded) indemnify the Mandated Lead Arrangers and without any duplication of Clause 16.3 (Enforcement Costs) which shall prevail over this Clause 14.2, the Company shall (or shall procure that an Obligor will), within five Business Days of demand, indemnify each Finance other Secured Party against any cost (which in the case of counsel, shall be limited to the fees, charges and disbursements of (x) one primary counsel and one local counsel in each applicable jurisdiction for the Agent, (y) one additional primary counsel and one additional local counsel in each applicable jurisdiction, for all Lenders other than the Agent and (z) additional counsel for affected Lenders in light of actual or potential conflicts of interest)cost, loss or liability (other than in relation to Tax in respect of which Clause 14 (Taxes) shall apply) incurred by that Finance Party it as a result of: (ai) the occurrence of any Event of Default; (bii) a failure by an Obligor the Borrower to pay any amount due by an Obligor under a Finance Document on its due date, including without limitationincluding, any cost, loss or liability arising as a result of Clause 27 29 (Sharing among Among the Finance Parties); (ciii) funding, or making arrangements to issue any L/G fund, its participation in a Utilisation requested by a the Borrower in a Utilisation Request but not made by reason of the operation of any one or more of the provisions of this Agreement (other than by reason of default default, negligence or negligence wilful misconduct by that Finance Party alone); or (div) a Utilisation (or part of a Utilisation) any prepayment payable by the Borrower under the Finance Documents not being prepaid in accordance with a paid after irrevocable notice of such prepayment given by a Borrower or has been made to the Company, provided that such indemnity Agent. 88 Project Meria: Senior Facilties Agreement (b) The Company shall not, as to any promptly on demand indemnify each Finance Party, be available each Affiliate of a Finance Party and each officer or employee of a Finance Party or its Affiliate (each an "Indemnified Person"), against any cost, loss, liability or expense (limited, in the case of legal fees and expenses, to one counsel to such Indemnified Persons taken as a whole and in the case of a conflict of interest, one additional counsel to the affected Indemnified Persons similarly situated, taken as a whole (and if reasonably necessary one local counsel in any Relevant Jurisdiction)) incurred by that Indemnified Person in connection with or arising out of litigation, arbitration, administrative proceedings or regulatory enquiry commenced or threatened relating to the Acquisitions, or the funding of the Acquisitions, except to the extent such cost, loss, liability or expense (x) resulted directly from fraud, the gross negligence or wilful misconduct of that Indemnified Person or results from such lossesIndemnified Person breaching a term of, claimsor not complying with, damagesany of its obligations under the Finance Documents or any Confidentiality Undertaking given by the Indemnified Person, liabilities or related expenses are determined by a court of competent jurisdiction by final and non-appealable judgement to have (y) resulted from or relates to any dispute disputes solely among the Finance Parties (Indemnified Persons and not arising as a result out of any act or omission by any member of the GroupGroup provided that each Indemnified Person shall only be indemnified if it: (i) notifies the Company in writing within a reasonable time after the relevant Indemnified Person becomes aware of such event provided that a failure to notify the Company shall not relieve the Company from any liability that it may have under this Clause 16, except to the extent that the rights or defences of a member of the Group have been prejudiced by such failure; (ii) consults with the Company fully and promptly with respect to the conduct of the relevant claim, action or proceeding; (iii) conducts such claim, action or proceeding properly and diligently (based on advice from its legal counsel, to the extent permitted by law and without being under any obligation to disclose any information which it is not lawfully permitted to disclose); and (iv) does not settle any such claim, action or proceeding without the Company's prior written consent (such consent not to be unreasonably withheld or delayed). (c) The indemnities contained in this Clause 16 shall not apply to the extent a cost, loss, liability or expense is of a description falling in the categories set out in paragraph (b) of Clause 14.4 (Tax Indemnity) or Clause 15.3 (Exceptions). (d) Notwithstanding any other than claims against provision in this Agreement, each Indemnified Person shall be entitled to rely on the Agent or indemnities contained in this Clause 16.2 as if it were a Party. (e) Neither (x) any Issuing Bank or any Arranger in its capacity asIndemnified Person, or in fulfilling its role asnor (y) the Initial Investor, the Agent Investors, the Company (nor, in each case, any of their respective Subsidiaries or an Issuing Bank Affiliates) shall be liable for any indirect, special, punitive or an Arranger consequential losses or any similar role under this Agreementdamages in connection with its activities related to the Facilities or the Finance Documents.

Other indemnities. Subject to and without any duplication of Clause 16.3 (Enforcement Costs) which shall prevail over this Clause 14.2, the Company 14.2.1 The Borrowers shall (or shall procure that an another Obligor will), within five three (3) Business Days of demanddemand by a Finance Party, indemnify each Finance Party against any cost (which in the case of counsel, shall be limited to the fees, charges and disbursements of (x) one primary counsel and one local counsel in each applicable jurisdiction for the Agent, (y) one additional primary counsel and one additional local counsel in each applicable jurisdiction, for all Lenders other than the Agent and (z) additional counsel for affected Lenders in light of actual or potential conflicts of interest), loss or liability Losses incurred by that Finance Party as a result of: (a) the occurrence of any Event of Default; (b) a failure by an Obligor to pay any amount due by an Obligor under a Finance Document on its due date, including without limitation, any cost, loss or liability and all Losses arising as a result of Clause 27 clause 36 (Sharing among the Finance Parties); (c) funding, or making arrangements to issue any L/G fund, its participation in the Loan requested by a Borrower the Borrowers in a Utilisation Request but not made by reason of the operation of any one or more of the provisions of this Agreement (other than by reason of default or negligence by that Finance Party alone); or (d) a Utilisation the Loan (or part of a Utilisationthe Loan) not being prepaid in accordance with a notice of prepayment given by a Borrower the Borrowers. 14.2.2 The Borrowers shall (or shall procure that another Obligor will), within three (3) Business Days of demand by an Indemnified Person, indemnify each Indemnified Person against any and all Losses, joint or several that may be incurred by or asserted or awarded against any Indemnified Person, in each case arising out of or in connection with or relating to any claim investigation, litigation or proceeding (or the Companypreparation of any defence with respect thereto) commenced or threatened in relation to this Agreement (or the transactions contemplated hereby) or any use made or proposed to be made with the proceeds of the Facility (including an Environmental Claim made or asserted against such Indemnified Person if such Environmental Claim would not have been, provided that or been capable of being, made or asserted against such Indemnified Person if the Finance Parties had not entered into any of the Finance Documents and/or exercised any of their rights, powers and discretions thereby conferred and/or performed any of their obligations thereunder and/or been involved in any of the transactions contemplated by the Finance Documents). This indemnity shall notapply whether or not such claims, as to investigation, litigation or proceedings is brought by any Finance PartyObligor, be available any other Group Member, any of their shareholders, their Affiliates, or creditors, or an Indemnified Person or any other person, or an Indemnified Person is otherwise a party thereto, except to the extent that such losses, claims, damages, liabilities or related expenses Losses are determined found in a final non-appealable judgement by a court of competent jurisdiction by final and non-appealable judgement to have resulted from any dispute solely among such Indemnified Person's gross negligence or wilful misconduct. Each Indemnified Person may enforce and enjoy the Finance benefit of this clause 14.2.2 under the Third Parties (not arising as a result of any act or omission by any member of the Group) other than claims against the Agent or any Issuing Bank or any Arranger in its capacity as, or in fulfilling its role as, the Agent or an Issuing Bank or an Arranger or any similar role under this AgreementAct.

Other indemnities. Subject to and without any duplication of Clause 16.3 (Enforcement Costsa) which shall prevail over this Clause 14.2Each Borrower shall, the Company shall (or shall procure that an Obligor will), within five Business Days of on demand, indemnify each Finance Secured Party against any cost (which in the case of counsel, shall be limited to the fees, charges and disbursements of (x) one primary counsel and one local counsel in each applicable jurisdiction for the Agent, (y) one additional primary counsel and one additional local counsel in each applicable jurisdiction, for all Lenders other than the Agent and (z) additional counsel for affected Lenders in light of actual or potential conflicts of interest)cost, loss or liability incurred by that Finance Party it as a result of: (ai) the occurrence of any Event of Default; (bii) a failure by an Obligor a Borrower to pay any amount due by an Obligor under a Finance Document on its due date, including without limitation, any cost, loss or liability arising as a result of Clause 27 32 (Sharing among the Finance Parties); (ciii) funding, or making arrangements to issue any L/G fund, its participation in the Loan requested by a Borrower the Borrowers in a the Utilisation Request but not made by reason of the operation of any one or more of the provisions of this Agreement (other than by reason of default or negligence by that Finance Secured Party alone); or (div) a Utilisation the Loan (or part of a Utilisationthe Loan) not being prepaid in accordance with a notice of prepayment given by a the Borrowers. (b) Each Borrower or the Companyshall, provided that such indemnity shall noton demand, as to any indemnify each Finance Party, be available each Affiliate of a Finance Party and each officer or employee of a Finance Party or its Affiliate (each such person for the purposes of this Clause 14.2 (Other indemnities) an “Indemnified Person”), against any cost, loss or liability (including, without limitation, for negligence or any other category of liability whatsoever) incurred by that Indemnified Person pursuant to or in connection with any litigation, arbitration or administrative proceedings or regulatory enquiry, in connection with or arising out of the entry into and the transactions contemplated by the Finance Documents, having the benefit of any Security constituted by the Finance Documents or which relates to the extent condition or operation of, or any incident occurring in relation to, any Ship unless such cost, loss or liability is caused by the gross negligence or wilful misconduct of that such lossesIndemnified Person. (c) Without limiting, claimsbut subject to any limitations set out in paragraph (b) above, damagesthe indemnity in paragraph (b) above shall cover any cost, liabilities loss or related expenses are determined liability incurred by each Indemnified Person in any jurisdiction: (i) arising or asserted under or in connection with any law relating to safety at sea, the ISM Code, any Environmental Law or any Sanctions Laws; or (ii) in connection with any Environmental Claim. (d) Any Affiliate or any officer or employee of a court of competent jurisdiction by final and non-appealable judgement to have resulted from any dispute solely among the Finance Parties (not arising as a result Party or of any act or omission by any member of its Affiliates may rely on this Clause 14.2 (Other indemnities) subject to Clause 1.5 (Third party rights) and the provisions of the Group) other than claims against the Agent or any Issuing Bank or any Arranger in its capacity as, or in fulfilling its role as, the Agent or an Issuing Bank or an Arranger or any similar role under this AgreementThird Parties Act.

Other indemnities. Subject to and without any duplication of Clause 16.3 (Enforcement Costsa) which shall prevail over this Clause 14.2Each Borrower shall, the Company shall (or shall procure that an Obligor will), within five Business Days of on demand, indemnify each Finance Secured Party against any cost (which in the case of counsel, shall be limited to the fees, charges and disbursements of (x) one primary counsel and one local counsel in each applicable jurisdiction for the Agent, (y) one additional primary counsel and one additional local counsel in each applicable jurisdiction, for all Lenders other than the Agent and (z) additional counsel for affected Lenders in light of actual or potential conflicts of interest)cost, loss or liability incurred by that Finance Party it as a result of: (ai) the occurrence of any Event of Default; (bii) a failure by an a Transaction Obligor to pay any amount due by an Obligor under a Finance Document on its due date, including without limitation, any cost, loss or liability arising as a result of Clause 27 32 (Sharing among the Finance Parties); (ciii) funding, or making arrangements to issue any L/G fund, its participation in an Advance requested by a Borrower the Borrowers in a the Utilisation Request but not made by reason of the operation of any one or more of the provisions of this Agreement (other than by reason of default or negligence by that Finance Secured Party alone); or (div) a Utilisation the Loan (or part of a Utilisationthe Loan) not being prepaid in accordance with a notice of prepayment given by a the Borrowers. (b) Each Borrower or the Companyshall, provided that such indemnity shall noton demand, as to any indemnify each Finance Party, be available each Affiliate of a Finance Party and each officer or employee of a Finance Party or its Affiliate (each such person for the purposes of this Clause 14.2 (Other indemnities) an “Indemnified Person”), against any cost, loss or liability (including, without limitation, for negligence or any other category of liability whatsoever) incurred by that Indemnified Person pursuant to or in connection with any litigation, arbitration or administrative proceedings or regulatory enquiry, in connection with or arising out of the entry into and the transactions contemplated by the Finance Documents, having the benefit of any Security constituted by the Finance Documents or which relates to the extent condition or operation of, or any incident occurring in relation to, any Ship unless such cost, loss or liability is caused by the gross negligence or wilful misconduct of that such lossesIndemnified Person. (c) Without limiting, claimsbut subject to any limitations set out in paragraph (b) above, damagesthe indemnity in paragraph (b) above shall cover any cost, liabilities loss or related expenses are determined liability incurred by each Indemnified Person in any jurisdiction: (i) arising or asserted under or in connection with any law relating to safety at sea, the ISM Code, any Environmental Law or any Sanctions; or (ii) in connection with any Environmental Claim. (d) Any Affiliate or any officer or employee of a court of competent jurisdiction by final and non-appealable judgement to have resulted from any dispute solely among the Finance Parties (not arising as a result Party or of any act or omission by any member of its Affiliates may rely on this Clause 14.2 (Other indemnities) subject to Clause 1.5 (Third party rights) and the provisions of the Group) other than claims against the Agent or any Issuing Bank or any Arranger in its capacity as, or in fulfilling its role as, the Agent or an Issuing Bank or an Arranger or any similar role under this AgreementThird Parties Act.

Other indemnities. Subject to and without any duplication of Clause 16.3 (Enforcement Costsa) which shall prevail over this Clause 14.2, the Company shall (or shall procure that an Each Obligor will)shall, within five Business Days of demand, indemnify each Finance Party against any cost (which in the case of counsel, shall be limited to the fees, charges and disbursements of (x) one primary counsel and one local counsel in each applicable jurisdiction for the Agent, (y) one additional primary counsel and one additional local counsel in each applicable jurisdiction, for all Lenders other than the Agent and (z) additional counsel for affected Lenders in light of actual or potential conflicts of interest)cost, loss or liability not otherwise compensated under the provisions of this Agreement and excluding any lost profits, consequential or indirect damages (other than interest or default interest) incurred by that Finance Party as a result of its Commitment or the making of any Loan under the Finance Documents as a result of: (ai) the occurrence of any Event of Default; (bii) a failure by an Obligor to pay any amount due by an Obligor under a Finance Document on its due date, including without limitation, any cost, loss or liability arising as a result of Clause 27 29 (Sharing among the Finance Parties); (ciii) funding, or making arrangements to issue any L/G fund, its participation in a Loan requested by a Borrower the Company in a Utilisation Request but not made by reason of the operation of any one or more of the provisions of this Agreement (other than by reason of default or negligence by that Finance Party alone); or (div) a Utilisation Loan (or part of a UtilisationLoan) not being prepaid in accordance with a notice of prepayment given by a Borrower or the Company. (b) The Company shall procure that an Obligor will indemnify and hold harmless each Finance Party and each of their respective directors, provided that such indemnity shall notofficers, as to employees, agents, advisors and representatives (each being an "Indemnified Person") from and against any Finance Party, be available to the extent that such losses, and all claims, damages, liabilities losses, liabilities, costs, legal expenses and other expenses (all together "Losses") which have been incurred by or related expenses are determined awarded against any Indemnified Person, in each case arising out of or in connection with any claim, investigation, litigation or proceeding (or the preparation of any defence with respect thereto) commenced or threatened by a court any person in relation to any of competent jurisdiction by final and non-appealable judgement to have resulted from any dispute solely among the Finance Parties Documents (or the transactions contemplated therein, including without limitation, the Offer (whether or not arising as a result made), the use of the proceeds of the Facilities or any acquisition by the Company or Bidco or any person acting in concert with the Company or Bidco of any act or omission by any member of the GroupTarget Shares) other than except to the extent such Losses or claims against result from such Indemnified Person's negligence or misconduct or a breach of any Finance Document by an Indemnified Person provided that: (i) the Agent Indemnified Party shall as soon as reasonably practicable inform the Cemex Parent of any circumstances of which it is aware and which would be reasonably likely to give rise to any such investigation, litigation or any Issuing Bank proceeding (whether or any Arranger in its capacity asnot an investigation, litigation or in fulfilling its role asproceeding has occurred or been threatened); (ii) the Indemnified Party will, where reasonable and practicable, and taking into account the Agent or an Issuing Bank or an Arranger or any similar role under provisions of this Agreement, give Cemex Parent an opportunity to consult with it with respect to the conduct or settlement of any such investigation, litigation or proceeding; (iii) an Indemnified Party will provide the Company on request (and, to the extent practicable without any waiver of legal professional privilege or breach of confidentiality obligation) with copies of material correspondence in relation to the Losses and allow the Company to attend all material meetings in relation to the Losses, receive copies of material legal advice obtained by the Indemnified Party in relation to the Losses; (iv) the Company will keep strictly confidential all information received by it in connection with the Losses and will not disclose any information to any third party without the prior written consent of the Indemnified Party; (v) no Obligor shall be liable for any settlement of the Losses unless the Company has consented to that settlement; and (vi) no Indemnified Party shall be required to comply with paragraphs (i) or (ii) or (iii) nor shall paragraph (v) apply unless the Indemnified Party is and continues to be indemnified on a current basis for its costs and expenses. Any third party referred to in this paragraph (b) may rely on this Clause 16.2 subject to Clause 1.4 (Third Party Rights) and the provisions of the Third Parties Act.

Other indemnities. Subject to and without any duplication of Clause 16.3 (Enforcement Costsa) which shall prevail over this Clause 14.2Each Borrower shall, the Company shall (or shall procure that an Obligor will), within five Business Days of on demand, indemnify each Finance Secured Party against any cost (which in the case of counsel, shall be limited to the fees, charges and disbursements of (x) one primary counsel and one local counsel in each applicable jurisdiction for the Agent, (y) one additional primary counsel and one additional local counsel in each applicable jurisdiction, for all Lenders other than the Agent and (z) additional counsel for affected Lenders in light of actual or potential conflicts of interest)cost, loss or liability incurred by that Finance Party it as a result of: (ai) the occurrence of any Event of Default; (bii) a failure by an Obligor to pay any amount due by an Obligor under a Finance Document on its due date, including without limitation, any cost, loss or liability arising as a result of Clause 27 34 (Sharing among the Finance Parties); (ciii) funding, or making arrangements to issue any L/G fund, its participation in an Advance requested by a Borrower the Borrowers in a Utilisation Request but not made by reason of the operation of any one or more of the provisions of this Agreement (other than by reason of default or negligence by that Finance Secured Party alone); or (div) a Utilisation the Loan (or part of a Utilisationthe Loan) not being prepaid in accordance with a notice of prepayment given by a the Borrowers. (b) Each Borrower or the Companyshall, provided that such indemnity shall noton demand, as to any indemnify each Finance Party, be available each Affiliate of a Finance Party and each officer or employee of a Finance Party or its Affiliate (each such person for the purposes of this Clause 14.2 (Other indemnities) an “Indemnified Person”), against any cost, loss or liability (including, without limitation, for negligence or any other category of liability whatsoever) incurred by that Indemnified Person pursuant to or in connection with any litigation, arbitration or administrative proceedings or regulatory enquiry, in connection with or arising out of the entry into and the transactions contemplated by the Finance Documents, having the benefit of any Security constituted by the Finance Documents or which relates to the extent condition or operation of, or any incident occurring in relation to, any Ship unless such cost, loss or liability is caused by the gross negligence or wilful misconduct of that such lossesIndemnified Person. (c) Without limiting, claimsbut subject to any limitations set out in paragraph (b) above, damagesthe indemnity in paragraph (b) above shall cover any cost, liabilities loss or related expenses are determined liability incurred by each Indemnified Person in any jurisdiction: (i) arising or asserted under or in connection with any law relating to safety at sea, the ISM Code, any Environmental Law or any Sanctions; or (ii) in connection with any Environmental Claim. (d) Any Affiliate or any officer or employee of a court of competent jurisdiction by final and non-appealable judgement to have resulted from any dispute solely among the Finance Parties (not arising as a result Party or of any act or omission by any member of its Affiliates may rely on this Clause 14.2 (Other indemnities) subject to Clause 1.5 (Third party rights) and the provisions of the Group) other than claims against the Agent or any Issuing Bank or any Arranger in its capacity as, or in fulfilling its role as, the Agent or an Issuing Bank or an Arranger or any similar role under this AgreementThird Parties Act.

Other indemnities. Subject to and without any duplication of Clause 16.3 (Enforcement Costsa) which shall prevail over this Clause 14.2, the Company The Borrower shall (or shall procure that an Obligor will), within five Business Days of receipt of written demand, indemnify each Finance of the Mandated Lead Arrangers and each other Secured Party against any cost (which in the case of counsel, shall be limited to the fees, charges and disbursements of (x) one primary counsel and one local counsel in each applicable jurisdiction for the Agent, (y) one additional primary counsel and one additional local counsel in each applicable jurisdiction, for all Lenders other than the Agent and (z) additional counsel for affected Lenders in light of actual or potential conflicts of interest)cost, loss or liability incurred by that Finance Party it as a result of: (ai) the occurrence of any Event of Default; (bii) a failure by an any Transaction Obligor to pay any amount due by an Obligor under a Finance Document on its due date, including without limitation, any cost, loss or liability arising as a result of Clause 27 30 (Sharing among the Finance Parties); (ciii) funding, or making arrangements to issue any L/G fund, its participation in the Loan requested by a the Borrower in a Utilisation the Utilization Request but not made by reason of the operation of any one or more of the provisions of this Agreement (other than by reason of default default, negligence or negligence breach of a Finance Document by that Finance Party aloneSecured Party); or (div) a Utilisation the Loan (or any part of a Utilisationthe Loan) not being prepaid in accordance with a notice of prepayment given by the Borrower. (b) The Borrower shall within five Business Days of receipt of written demand indemnify each of the Finance Parties, each Affiliate of a Borrower Finance Party and each officer or the Companyemployee of a Finance Party or any of its Affiliates, provided against any cost, loss or liability incurred by that such indemnity shall not, as to any Finance Party, be available Affiliate, officer or employee in connection with or arising out of the Acquisition and/or the Subscription or the funding (whether directly or indirectly) of the Acquisition and/or the Subscription (including those incurred in connection with any litigation, arbitration or administrative proceedings or regulatory enquiry concerning the Acquisition and/or the Subscription), except to the extent that such lossesloss or liability is primarily caused by the gross negligence or wilful misconduct of that Finance Party, claimsAffiliate, damages, liabilities employee or related expenses are determined by a court of competent jurisdiction by final and non-appealable judgement to have resulted from any dispute solely among officer (as the Finance Parties (not arising as a result case may be). Any Affiliate of any act Finance Party or omission by any member officer or employee of a Finance Party or any of its Affiliates may rely on this Clause 16.2, subject to Clause 1.5 (Third party rights) and the provisions of the Group) other than claims against the Agent or any Issuing Bank or any Arranger in its capacity as, or in fulfilling its role as, the Agent or an Issuing Bank or an Arranger or any similar role under this AgreementThird Parties Act.

Other indemnities. Subject to and without any duplication of Clause 16.3 (Enforcement Costsa) which shall prevail over this Clause 14.2, the Company shall (or shall procure that an Each Obligor will)shall, within five Business Days of demand, indemnify each Finance Party against any cost (which in the case of counsel, shall be limited to the fees, charges and disbursements of (x) one primary counsel and one local counsel in each applicable jurisdiction for the Agent, (y) one additional primary counsel and one additional local counsel in each applicable jurisdiction, for all Lenders other than the Agent and (z) additional counsel for affected Lenders in light of actual or potential conflicts of interest)cost, loss or liability not otherwise compensated under the provisions of this Agreement and excluding any lost profits, consequential or indirect damages (other than interest or default interest) incurred by that Finance Party as a result of its Commitment or the making of any Loan under the Finance Documents as a result of: (ai) the occurrence of any Event of Default; (bii) a failure by an Obligor to pay any amount due by an Obligor under a Finance Document on its due date, including without limitation, any cost, loss or liability arising as a result of Clause 27 29 (Sharing among the Finance Parties); (ciii) funding, or making arrangements to issue any L/G fund, its participation in a Loan requested by a Borrower the Company in a Utilisation Request but not made by reason of the operation of any one or more of the provisions of this Agreement (other than by reason of default or negligence by that Finance Party alone); or (div) a Utilisation Loan (or part of a UtilisationLoan) not being prepaid in accordance with a notice of prepayment given by a Borrower or the Company. (b) The Company shall procure that an Obligor will indemnify and hold harmless each Finance Party and each of their respective directors, provided that such indemnity shall notofficers, as to employees, agents, advisors and representatives (each being an “Indemnified Person”) from and against any Finance Party, be available to the extent that such losses, and all claims, damages, liabilities losses, liabilities, costs, legal expenses and other expenses (all together “Losses”) which have been incurred by or related expenses are determined awarded against any Indemnified Person, in each case arising out of or in connection with any claim, investigation, litigation or proceeding (or the preparation of any defence with respect thereto) commenced or threatened by a court any person in relation to any of competent jurisdiction by final and non-appealable judgement to have resulted from any dispute solely among the Finance Parties Documents (not arising only in so far as a result such claim, investigation, litigation or proceeding relates to the use of proceeds of the Facilities towards the acquisition by the Company or CEMEX UK or any person acting in concert with the Company or CEMEX UK of any act or omission by any member of the Groupordinary shares of RMC Group PLC) other than except to the extent such Losses or claims against result from such Indemnified Person’s negligence or misconduct or a breach of any Finance Document by an Indemnified Person provided that: (i) the Agent Indemnified Party shall as soon as reasonably practicable inform the CEMEX Parent of any circumstances of which it is aware and which would be reasonably likely to give rise to any such investigation, litigation or any Issuing Bank proceeding (whether or any Arranger in its capacity asnot an investigation, litigation or in fulfilling its role asproceeding has occurred or been threatened); (ii) the Indemnified Party will, where reasonable and practicable, and taking into account the Agent or an Issuing Bank or an Arranger or any similar role under provisions of this Agreement, give CEMEX Parent an opportunity to consult with it with respect to the conduct or settlement of any such investigation, litigation or proceeding; (iii) an Indemnified Party will provide the Company on request (and, to the extent practicable without any waiver of legal professional privilege or breach of confidentiality obligation) with copies of material correspondence in relation to the Losses and allow the Company to attend all material meetings in relation to the Losses, receive copies of material legal advice obtained by the Indemnified Party in relation to the Losses; (iv) the Company will keep strictly confidential all information received by it in connection with the Losses and will not disclose any information to any third party without the prior written consent of the Indemnified Party; (v) no Obligor shall be liable for any settlement of the Losses unless the Company has consented to that settlement; and (vi) no Indemnified Party shall be required to comply with paragraphs (i) or (ii) or (iii) nor shall paragraph (v) apply unless the Indemnified Party is and continues to be indemnified on a current basis for its costs and expenses. Any third party referred to in this paragraph (b) may rely on this Clause 16.2 subject to Clause 1.4 (Third Party Rights) and the provisions of the Third Parties Act.

Other indemnities. Subject to and without any duplication of Clause 16.3 (Enforcement Costsa) which shall prevail over this Clause 14.2, the Company The Parent shall (or shall procure that an Obligor will), within five three Business Days of demand, indemnify each Finance Secured Party against any cost (which in the case of counsel, shall be limited to the fees, charges and disbursements of (x) one primary counsel and one local counsel in each applicable jurisdiction for the Agent, (y) one additional primary counsel and one additional local counsel in each applicable jurisdiction, for all Lenders other than the Agent and (z) additional counsel for affected Lenders in light of actual or potential conflicts of interest)cost, loss or liability incurred by that Finance Party it as a result of: (ai) the occurrence of any Event of Default; (bii) a failure by an Obligor to pay any amount due by an Obligor under a Finance Document on its due date, including without limitation, any cost, loss or liability arising as a result of Clause 27 30 (Sharing among the Finance Parties); (ciii) funding, or making arrangements to issue any L/G requested by a Borrower fund, its participation in a Utilisation Request but not made by reason of the operation of any one or more of the provisions of this Agreement the Finance Documents (other than by reason of default or negligence by that Finance Party alone); or (div) a Utilisation (or part of a Utilisationthereof) not being prepaid in accordance with a notice of prepayment given by a Borrower or the CompanyParent. (b) The Parent will indemnify and hold harmless each Finance Party and its Affiliates and each of their and their Affiliates’ respective directors, provided that such indemnity shall notofficers, as to employees, agents, advisors and representatives (each being an “Indemnified Person”) from and against any Finance Party, be available to the extent that such losses, and all claims, damages, liabilities losses, liabilities, costs, legal expenses and other expenses (all together “Losses”) which have been incurred by or related expenses are determined awarded against any Indemnified Person, in each case arising out of or in connection with any claim, investigation, litigation or proceeding (or the preparation of any defence with respect thereto) commenced or threatened by a court any person other than itself, its respective directors, officers, employees, agents, advisors or representatives in relation to any of competent jurisdiction by final and non-appealable judgement to have resulted from any dispute solely among the Finance Parties Documents (not arising as a result or in connection with the execution and/or notarisation of any act Finance Document) except to the extent such Losses or omission claims result from such Indemnified Person’s negligence or misconduct or a breach of any term of any Finance Document by that Indemnified Person. There shall be no double recovery by or on behalf of any Indemnified Person under this Agreement or any other agreement entered into by such Indemnified Person and any member of the GroupGroup in relation to the financing or refinancing of the 2009 Financing Agreement. Any third party referred to in this paragraph (b) other than claims against the Agent or any Issuing Bank or any Arranger in its capacity as, or in fulfilling its role as, the Agent or an Issuing Bank or an Arranger or any similar role under may rely on this AgreementClause 15.2.

Other indemnities. Subject to and without any duplication of Clause 16.3 (Enforcement Costsa) which shall prevail over this Clause 14.2, the Company shall (or shall procure that an Each Obligor will)shall, within five Business Days of demand, indemnify each Finance Party against any cost (which in the case of counsel, shall be limited to the fees, charges and disbursements of (x) one primary counsel and one local counsel in each applicable jurisdiction for the Agent, (y) one additional primary counsel and one additional local counsel in each applicable jurisdiction, for all Lenders other than the Agent and (z) additional counsel for affected Lenders in light of actual or potential conflicts of interest)cost, loss or liability not otherwise compensated under the provisions of this Agreement and excluding any lost profits, consequential or indirect damages (other than interest or default interest) incurred by that Finance Party as a result of its Commitment or the making of any Loan under the Finance Documents as a result of: (ai) the occurrence of any Event of Default; (bii) a failure by an Obligor to pay any amount due by an Obligor under a Finance Document on its due date, including without limitation, any cost, loss or liability arising as a result of Clause 27 29 (Sharing among the Finance Parties); (ciii) funding, or making arrangements to issue any L/G fund, its participation in a Loan requested by a Borrower the Company in a Utilisation Request but not made by reason of the operation of any one or more of the provisions of this Agreement (other than by reason of default or negligence by that Finance Party alone); or (div) a Utilisation Loan (or part of a UtilisationLoan) not being prepaid in accordance with a notice of prepayment given by a Borrower or the Company. (b) The Company will indemnify and hold harmless each Finance Party and each of their respective directors, provided that such indemnity shall notofficers, as to employees, agents, advisors and representatives (each being an “Indemnified Person”) from and against any Finance Party, be available to the extent that such losses, and all claims, damages, liabilities losses, liabilities, costs, legal expenses and other expenses (all together “Losses”) which have been incurred by or related expenses are determined awarded against any Indemnified Person, in each case arising out of or in connection with any claim, investigation, litigation or proceeding (or the preparation of any defence with respect thereto) commenced or threatened by a court any person in relation to any of competent jurisdiction by final and non-appealable judgement to have resulted from any dispute solely among the Finance Parties Documents (not arising only in so far as such claim, investigation, litigation or proceeding relates to the use of proceeds of the Facilities towards the acquisition of Target Shares (and any Target ADRs) by the Company or BidCo (or any person acting in concert with the Company or BidCo)) except to the extent such Losses or claims result from such Indemnified Person’s negligence or misconduct or a result breach of any act term of any Finance Document by an Indemnified Person provided that: (i) the Indemnified Party shall as soon as reasonably practicable inform the Company and Cemex Parent of any circumstances of which it is aware and which would be reasonably likely to give rise to any such claim, investigation, litigation or omission proceeding (whether or not a claim, investigation, litigation or proceeding has occurred or been threatened); (ii) the Indemnified Party will, where reasonable and practicable, and taking into account the provisions of this Agreement, give the Company and Cemex Parent an opportunity to consult with it with respect to the conduct or settlement of any such claim, investigation, litigation or proceeding; (iii) an Indemnified Party will provide the Company on request (and, to the extent practicable without any waiver of legal professional privilege or breach of confidentiality obligation) with copies of material correspondence in relation to the Losses and allow the Company or its appointed representative to attend all material meetings in relation to the Losses and receive copies of material legal advice obtained by the Indemnified Party in relation to the Losses; (iv) the Company will keep strictly confidential all information received by it in connection with the Losses and will not disclose any information to any third party without the prior written consent of the Indemnified Party (except as required by any member applicable law); (v) no Obligor shall be liable for any settlement of the GroupLosses unless the Company has consented to that settlement; and (vi) other than claims against no Indemnified Party shall be required to comply with paragraphs (i), (ii) or (iii) nor shall paragraph (v) apply unless the Agent or any Issuing Bank or any Arranger Indemnified Party is and continues to be indemnified on a current basis for its costs and expenses. Any third party referred to in its capacity as, or in fulfilling its role as, this paragraph (b) may rely on this Clause 16.2 subject to Clause 1.4 (Third party rights) and the Agent or an Issuing Bank or an Arranger or any similar role under this Agreementprovisions of the Third Parties Act.

Other indemnities. Subject to and without any duplication of Clause 16.3 (Enforcement Costsa) which shall prevail over this Clause 14.2, the Company shall (or shall procure that an Obligor will)The Obligors shall, within five three Business Days of demand, indemnify each Finance Party against any cost (which in the case of counsel, shall be limited to the fees, charges and disbursements of (x) one primary counsel and one local counsel in each applicable jurisdiction for the Agent, (y) one additional primary counsel and one additional local counsel in each applicable jurisdiction, for all Lenders other than the Agent and (z) additional counsel for affected Lenders in light of actual or potential conflicts of interest)cost, loss or liability incurred by that Finance Party it as a result of: (ai) the occurrence of any Event of Default; (bii) a failure by an Obligor to pay any amount due by an Obligor under a Finance Document on its due date, including without limitation, any cost, loss or liability arising as a result of Clause 27 32 (Sharing among the Finance Parties); (ciii) funding, or making arrangements to issue any L/G fund, its participation in a Utilisation requested by a Borrower in a Utilisation Request but not made by reason of the operation of any one or more of the provisions of this Agreement (other than by reason of default or negligence by that Finance Party alone); (iv) issuing or making arrangements to issue the Letter of Credit requested by a Borrower in a Utilisation Request but not issued by reason of the operation of any one or more of the provisions of this Agreement; or (dv) a Utilisation (or part of a Utilisation) not being prepaid in accordance with a notice of prepayment given by a Borrower or the Company, provided that such indemnity Borrower. (b) The Obligors shall not, as to any promptly indemnify each Finance Party, be available to each Affiliate of a Finance Party and each officer or employee of a Finance Party or its Affiliate, against any cost, loss or liability incurred by that Finance Party or its Affiliate (or officer or employee of that Finance Party or Affiliate) in connection with or arising out of the extent that such losses, claims, damages, liabilities or related expenses are determined transactions contemplated by a court of competent jurisdiction by final and non-appealable judgement to have resulted from any dispute solely among the Finance Parties Documents or funding the transactions contemplated by the Finance Documents (including but not arising as limited to those incurred in connection with any litigation, arbitration or administrative proceedings or regulatory enquiry concerning the transactions under the Finance Documents), unless such loss or liability is caused by the gross negligence or wilful misconduct of that Finance Party or its Affiliate (or employee or officer of that Finance Party or Affiliate). Any Affiliate or any officer or employee of a result of any act Finance Party or omission by any member its Affiliate may rely on this Clause 19.2 subject to Clause 1.4 (Third party rights) and the provisions of the Group) other than claims against the Agent or any Issuing Bank or any Arranger in its capacity as, or in fulfilling its role as, the Agent or an Issuing Bank or an Arranger or any similar role under this AgreementThird Parties Act.

Other indemnities. Subject Currency indemnity 14.1 If any sum due from an Obligor under the Finance Documents (a Sum), or any order, judgment or award given or made in relation to a Sum, has to be converted from the currency (the First Currency) in which that Sum is payable into another currency (the Second Currency) for the purpose of: (a) making or filing a claim or proof against that Obligor; and/or (b) obtaining or enforcing an order, judgment or award in relation to any litigation or arbitration proceedings, that Obligor shall, as an independent obligation, within three Business Days of demand by a Finance Party, indemnify each Finance Party to whom that Sum is due against any losses arising out of or as a result of the conversion including any discrepancy between (i) the rate of exchange used to convert that Sum from the First Currency into the Second Currency and without (ii) the rate or rates of exchange available to that person at the time of its receipt of that Sum. 14.2 Each Obligor waives any duplication of Clause 16.3 (Enforcement Costs) right it may have in any jurisdiction to pay any amount under the Finance Documents in a currency or currency unit other than that in which shall prevail over this Clause 14.2, the Company it is expressed to be payable. 14.3 The Borrowers shall (or shall procure that an another Obligor will), within five Business Days of demandpromptly after demand by a Finance Party, indemnify each Finance Party against any cost and all losses and costs incurred or sustained (which reasonably in the case of counsel, shall be limited to the fees, charges and disbursements of paragraphs (xb) one primary counsel and one local counsel in each applicable jurisdiction for the Agent, (y) one additional primary counsel and one additional local counsel in each applicable jurisdiction, for all Lenders other than the Agent and (zf) additional counsel for affected Lenders in light of actual or potential conflicts of interest), loss or liability incurred below) by that Finance Party as a result of: (a) the occurrence of any Event of Default; (b) a failure by an Obligor to pay any amount due by an Obligor under a Finance Document on its due date, including without limitation, any cost, loss or liability and all losses arising as a result of Clause 27 clause 25 (Sharing among the Finance Parties); (c) funding, or making arrangements to issue any L/G fund, its participation in the Loan requested by a Borrower the Borrowers in a Utilisation Request but not made by reason of the operation of any one or more of the provisions of this Agreement (other than by reason of default or negligence by that Finance Party alone); (d) any claim, action, civil penalty or fine against, any settlement, and any other kind of loss or liability, and all reasonable costs and expenses (including reasonable counsel fees and disbursements) incurred by the Agent or any other Finance Party as a result of conduct of any Obligor or any of their partners, directors, officers, employees, agents or advisors, that violates any Sanctions Laws; (e) arising or asserted under or in connection with any law relating to safety at sea, the ISM Code, any Environmental Law or any Sanctions Law; or (df) a Utilisation the Loan (or part of a Utilisationthe Loan) not being prepaid in accordance with a notice of prepayment given by a Borrower the Borrowers. 14.4 The Borrowers shall promptly indemnify the Agent and the Security Agent against: (a) any and all losses, costs or expenses incurred by the Agent or the CompanySecurity Agent, provided that such indemnity shall not, as to any Finance Party, be available to (acting reasonably) (otherwise than by reason of the extent that such losses, claims, damages, liabilities Agent’s or related expenses are determined by a court of competent jurisdiction by final and non-appealable judgement to have resulted from any dispute solely among the Finance Parties (not arising Security Agent’s gross negligence or wilful misconduct) as a result of: (i) investigating any event which it reasonably believes is a Default; (ii) acting or relying on any notice, request or instruction which it reasonably believes to be genuine, correct and appropriately authorised; (iii) instructing one set of any act or omission by any member of lawyers for the Group) Finance Parties, (other than claims against the Hedging Providers), accountants, tax advisers, surveyors or other professional advisers or experts as permitted under this Agreement; or (iv) any action taken by the Agent or any Issuing Bank the Security Agent, or any Arranger of its or their representatives, agents or contractors in its capacity asconnection with any powers conferred by any Security Document to remedy any breach of any Obligor’s obligations under the Finance Documents, and (b) any cost, loss or in fulfilling its role asliability (including, without limitation, for negligence or any other category of liability whatsoever) incurred by the Agent or an Issuing Bank the Security Agent, (otherwise than by reason of the Agent’s or an Arranger the Security Agent’s gross negligence or any similar role under this Agreementwilful misconduct).

Other indemnities. Subject to and without any duplication of Clause 16.3 (Enforcement Costs) which shall prevail over this Clause 14.2, the Company shall (or shall procure that an Obligor will), within five Business Days of demand, indemnify each Finance Party against any cost (which in the case of counsel, shall be limited to the fees, charges and disbursements of (x) one primary counsel and one local counsel in each applicable jurisdiction for the Agent, (y) one additional primary counsel and one additional local counsel in each applicable jurisdiction, for all Lenders other than the Agent and (z) additional counsel for affected Lenders in light of actual or potential conflicts of interest), loss or liability incurred by that Finance Party as a result of: (a) the occurrence of any Event of Default;If:- (bi) any payment of principal or an overdue amount is received from any source otherwise than on the last day of a failure by an Obligor relevant Interest Period or Designated Interest Period (as defined in Clause 9.3 (Default interest)) relative to pay any the amount due by an Obligor under a Finance Document on its due date, including without limitation, any cost, loss or liability arising as a result of Clause 27 (Sharing among the Finance Parties); (c) making arrangements to issue any L/G requested by a Borrower in a Utilisation Request but not made by reason of the operation of any one or more of the provisions of this Agreement (other than by reason of default or negligence by that Finance Party alone)so received; or (dii) a Utilisation Loan (or part of a UtilisationLoan) is not being prepaid in accordance with a notice of prepayment given or (other than by a Borrower reason of negligence or the Company, provided default by that such indemnity shall not, as to any Finance Party) a Loan is not made after the Company has delivered a Request, be available the Company shall, upon demand by any Bank, pay to the extent that Bank any amounts required to compensate such Bank for any additional losses, costs or expenses which it may reasonably incur as a result of sub-paragraph (i) or (ii) above, including, without limitation, any loss (excluding loss of anticipated profits), cost or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by such Bank to fund or maintain any amount payable under the Finance Documents. (b) The Company agrees, to the fullest extent permitted by law, to indemnify and hold harmless each Finance Party and each of their respective directors, officers, employees and agents from and against any and all claims, damages, liabilities and expenses (including, without limitation, reasonable fees and disbursements of counsel and claims, damages, liabilities and expenses relating to environmental matters) for which any of them may become liable or related expenses are determined which may be incurred by a court or asserted against such Finance Party or any such director, officer, employee or agent (other than by an Agent or another Bank) in each case in connection with or arising out of competent jurisdiction or by final and non-appealable judgement to have resulted from any dispute solely among the Finance Parties (not arising as a result reason of any act investigation, litigation, or omission by proceeding, arising out of, relating to or in connection with any member Finance Document or any transaction in which any proceeds of all or any part of the Group) other than claims against Loans are applied (excluding any such claim, damage, liability or expense attributable to the Agent negligence or any Issuing Bank or any Arranger in its capacity as, or in fulfilling its role as, the Agent or an Issuing Bank or an Arranger or any similar role under this Agreementwilful misconduct of such indemnified party).

Other indemnities. Subject Currency indemnity 14.1 If any sum due from an Obligor under the Finance Documents (a Sum), or any order, judgment or award given or made in relation to a Sum, has to be converted from the currency (the First Currency) in which that Sum is payable into another currency (the Second Currency) for the purpose of: (a) making or filing a claim or proof against that Obligor; and/or (b) obtaining or enforcing an order, judgment or award in relation to any litigation or arbitration proceedings, that Obligor shall, as an independent obligation, within three Business Days of demand by a Finance Party, indemnify each Finance Party to whom that Sum is due against any Losses arising out of or as a result of the conversion including any discrepancy between (i) the rate of exchange used to convert that Sum from the First Currency into the Second Currency and without (ii) the rate or rates of exchange available to that person at the time of its receipt of that Sum. 14.2 Each Obligor waives any duplication of Clause 16.3 (Enforcement Costs) right it may have in any jurisdiction to pay any amount under the Finance Documents in a currency or currency unit other than that in which shall prevail over this Clause 14.2, the Company it is expressed to be payable. 14.3 The Borrower shall (or shall procure that an another Obligor will), within five three Business Days of demanddemand by a Finance Party, indemnify each Finance Party against any cost (which in the case of counsel, shall be limited to the fees, charges and disbursements of (x) one primary counsel and one local counsel in each applicable jurisdiction for the Agent, (y) one additional primary counsel and one additional local counsel in each applicable jurisdiction, for all Lenders other than the Agent and (z) additional counsel for affected Lenders in light of actual or potential conflicts of interest), loss or liability Losses incurred by that Finance Party as a result of: (a) the occurrence of any Event of Default; (b) a failure by an Obligor to pay any amount due by an Obligor under a Finance Document on its due date, including without limitation, any cost, loss or liability and all Losses arising as a result of Clause 27 clause 34 (Sharing among the Finance Parties); (c) funding, or making arrangements to issue any L/G fund, its participation in the Loan requested by a the Borrower in a Utilisation Request but not made by reason of the operation of any one or more of the provisions of this Agreement (other than by reason of default or negligence by that Finance Party alone); or (d) a Utilisation the Loan (or part of a Utilisationthe Loan) not being prepaid in accordance with a notice of prepayment given by a Borrower or the Company, provided that such indemnity shall not, as to any Finance Party, be available to the extent that such losses, claims, damages, liabilities or related expenses are determined by a court of competent jurisdiction by final and non-appealable judgement to have resulted from any dispute solely among the Finance Parties (not arising as a result of any act or omission by any member of the Group) other than claims against the Agent or any Issuing Bank or any Arranger in its capacity as, or in fulfilling its role as, the Agent or an Issuing Bank or an Arranger or any similar role under this AgreementBorrower.

Other indemnities. Subject to and without any duplication of Clause 16.3 (Enforcement Costs) which shall prevail over this Clause 14.2, the Company shall (or shall procure that an Obligor will)14.2.1 The Borrowers shall, within five (5) Business Days of demand, indemnify each Finance Secured Party against any cost (which in the case of counsel, shall be limited to the fees, charges and disbursements of (x) one primary counsel and one local counsel in each applicable jurisdiction for the Agent, (y) one additional primary counsel and one additional local counsel in each applicable jurisdiction, for all Lenders other than the Agent and (z) additional counsel for affected Lenders in light of actual or potential conflicts of interest)cost, loss or liability incurred by that Finance Secured Party as a result of: (a) the occurrence of any Event of DefaultDefault which is continuing; (b) a failure by an Obligor to pay any amount due by an Obligor under a Finance Document on its due date, including without limitation, any cost, loss or liability arising as a result of Clause 27 (Sharing among the Finance Parties); (c) funding, or making arrangements to issue any L/G requested fund, the Loan following delivery by a Borrower in a the Borrowers of the Utilisation Request but the Loan not made being advanced by reason of the operation of any one or more of the provisions of this Agreement (other than by reason of default or negligence by that Finance Party the Lender alone); or (d) a Utilisation the Loan (or part of a Utilisationthe Loan) not being prepaid in accordance with a notice of prepayment given by the Borrowers. 14.2.2 The Borrowers shall promptly indemnify the Lender, each Affiliate of the Lender and each officer or employee of the Lender or its Affiliate (each such person for the purposes of this Clause 14.2 an "Indemnified Person") against any cost, loss or liability incurred by that Indemnified Person pursuant to or in connection with any litigation, arbitration or administrative proceedings or regulatory enquiry, in connection with or arising out of the entry into and the transactions contemplated by the Finance Documents, having the benefit of any Encumbrance constituted by the Finance Documents or which relates to the condition or operation of, or any incident occurring in relation to, a Borrower Vessel, unless such cost, loss or liability is caused by the Company, provided gross negligence or wilful misconduct of that such indemnity shall not, as Indemnified Person. Any Affiliate or any officer or employee of the Lender or its Affiliate (subject to the caveats contained herein) may rely on this Clause 14.2 subject to Clause 1.8 (Third party rights) and the provisions of the Third Parties Act. 14.2.3 Subject to any Finance Partylimitations set out in Clause 14.2.2, be available the indemnity in that Clause shall cover any cost, loss or liability incurred by each Indemnified Person in any jurisdiction: (a) arising or asserted under or in connection with any law relating to safety at sea, the extent that such lossesISM Code, claimsany Environmental Law or any Sanctions; or (b) in connection with any Environmental Claim. 14.2.4 The Borrowers shall promptly indemnify the Lender as holder of any of the Security Documents and every Receiver and Delegate against any cost, damages, liabilities loss or related expenses are determined liability incurred by a court any of competent jurisdiction by final and non-appealable judgement to have resulted from any dispute solely among the Finance Parties (not arising them as a result of: (a) any failure by the Borrowers to comply with its obligations under Clause 16 (Costs and Expenses); (b) acting or relying on any notice, request or instruction which it reasonably believes to be genuine, correct and appropriately authorised; (c) the taking, holding, protection or enforcement of the Security Documents; (d) the exercise of any act of the rights, powers, discretions, authorities and remedies vested in the Lender and each Receiver and Delegate by the Finance Documents or omission by law; (e) any default by any member Obligor in the performance of any of the Groupobligations expressed to be assumed by it in the Finance Documents to which it is a party; or (f) other acting as holder of any of the Security Documents, Receiver or Delegate or otherwise relating to any of the Security Assets (otherwise, in each case, than claims against by reason of the Agent relevant Lender's, Receiver's or any Issuing Bank Delegate's gross negligence or any Arranger in its capacity as, or in fulfilling its role as, the Agent or an Issuing Bank or an Arranger or any similar role under this Agreementwilful misconduct).

Other indemnities. Subject to (a) Each of the Borrowers shall jointly and without any duplication of Clause 16.3 (Enforcement Costs) which shall prevail over this Clause 14.2, the Company shall (or shall procure that an Obligor will)severally, within five three (3) Business Days of demand, indemnify each Finance Party against any cost (which in the case of counsel, shall be limited to the fees, charges and disbursements of (x) one primary counsel and one local counsel in each applicable jurisdiction for the Agent, (y) one additional primary counsel and one additional local counsel in each applicable jurisdiction, for all Lenders other than the Agent and (z) additional counsel for affected Lenders in light of actual or potential conflicts of interest)cost, loss or liability incurred by that Finance Party as a result of: (ai) the occurrence of any Event of Default; (bii) a failure by an Obligor to pay any amount due by an Obligor under a Finance Document on its due date, including without limitation, any cost, loss or liability arising as a result of Clause 27 33 (Sharing among the Finance Parties); (ciii) funding, or making arrangements to issue any L/G fund, its participation in the Loan requested by a Borrower the Borrowers in a the Utilisation Request but not made by reason of the operation of any one or more of the provisions of this Agreement (other than by reason of default or negligence by that Finance Party alone); or (div) a Utilisation the Loan (or part of a Utilisationthe Loan) not being prepaid in accordance with a notice of prepayment given by a Borrower or Borrower. (b) Each of the CompanyBorrowers shall jointly and severally, provided that such indemnity shall notwithin three (3) Business Days of demand, as to any indemnify each Finance Party, be available each Affiliate of a Finance Party and each officer or employee of a Finance Party or its Affiliate (each such person for the purposes of this Clause 14.2 (an “Indemnified Person”), against any cost, loss or liability incurred by that Indemnified Person pursuant to or in connection with any litigation, arbitration or administrative proceedings or regulatory enquiry, in connection with or arising out of the entry into and the transactions contemplated by the Finance Documents, having the benefit of any Security constituted by the Finance Documents or which relates to the extent condition or operation of, or any incident occurring in relation to, any Vessel unless such cost, loss or liability is caused by the gross negligence or wilful misconduct of that such lossesIndemnified Person. (c) Without limiting, claimsbut subject to any limitations set out in paragraph (b) above, damagesthe indemnity in paragraph (b) above shall cover any cost, liabilities loss or related expenses are determined liability incurred by each Indemnified Person in any jurisdiction: (i) arising or asserted under or in connection with any law relating to safety at sea, the ISM Code, any Environmental Law or any Sanctions; or (ii) in connection with any Environmental Claim. (d) Any Affiliate or any officer or employee of a court of competent jurisdiction by final and non-appealable judgement to have resulted from any dispute solely among the Finance Parties (not arising as a result Party or of any act or omission by any member of its Affiliates may rely on this Clause subject to Clause 1.3 (Third Party Rights) and the provisions of the Group) other than claims against the Agent or any Issuing Bank or any Arranger in its capacity as, or in fulfilling its role as, the Agent or an Issuing Bank or an Arranger or any similar role under this AgreementThird Parties Act.

Other indemnities. Subject to and without any duplication of Clause 16.3 (Enforcement Costsa) which shall prevail over this Clause 14.2, the Company The Borrower shall (or shall procure that an each Obligor will), within five (5) Business Days of demand, indemnify each Finance Party against any cost (which in the case of counsel, shall be limited to the fees, charges and disbursements of (x) one primary counsel and one local counsel in each applicable jurisdiction for the Agent, (y) one additional primary counsel and one additional local counsel in each applicable jurisdiction, for all Lenders other than the Agent and (z) additional counsel for affected Lenders in light of actual or potential conflicts of interest)cost, loss or liability incurred by that Finance Party as a result of: (ai) the occurrence or continuance of any Event of Default; (bii) any factual information provided, produced or approved by or on behalf of any member of the Group in relation to any Finance Document or any transaction contemplated under any Finance Document being or being alleged to be misleading or deceptive in any respect; (iii) any enquiry, investigation, subpoena (or similar order) or litigation with respect to any Obligor or with respect to the transactions contemplated or financed under the Finance Documents; (iv) a failure by an Obligor to pay any amount due by an Obligor under a Finance Document on its due date, including without limitation, any cost, loss or liability arising as a result of Clause 27 28 (Sharing among the Finance Parties); (cv) funding, or making arrangements to issue any L/G fund, its participation in a Utilisation requested by a the Borrower in a Utilisation Request but not made by reason of the operation of any one or more of the provisions of this Agreement (other than by reason of default or negligence by that Finance Party alone); or (dvi) a Utilisation Loan (or part of a UtilisationLoan) not being prepaid in accordance with a notice of prepayment given by a the Borrower. (b) The Borrower or the Company, provided that such indemnity shall not, as to any promptly indemnify each Finance Party, be available to the extent each Affiliate of a Finance Party and each officer or employee of a Finance Party or its Affiliate (each an “indemnified person”), against any cost, loss or liability incurred by that such losses, claims, damages, liabilities indemnified person in connection with or related expenses are determined by a court of competent jurisdiction by final and non-appealable judgement to have resulted from any dispute solely among the Finance Parties (not arising as a result of any act or omission by any member out of the GroupPrivatisation (whether or not completed) other than claims against or the Agent funding of the Privatisation (including but not limited to those incurred in connection with the Appraisal (if any) or any Issuing Bank other litigation, arbitration or administrative proceedings or regulatory enquiry concerning the Privatisation) or any Arranger acquisition of shares in its capacity asthe Target Company, unless such loss or in fulfilling its role as, liability is caused by the Agent gross negligence or an Issuing Bank or an Arranger or any similar role under this Agreementwilful misconduct of that indemnified person.

Other indemnities. Subject to and without any duplication of Clause 16.3 (Enforcement Costsa) which shall prevail over this Clause 14.2, the Company The Borrower shall (or shall procure that an another Obligor will), within five three Business Days of demanddemand by the Lender, indemnify each Finance Party the Lender against any cost (which in the case of counsel, shall be limited to the fees, charges and disbursements of (x) one primary counsel and one local counsel in each applicable jurisdiction for the Agent, (y) one additional primary counsel and one additional local counsel in each applicable jurisdiction, for all Lenders other than the Agent and (z) additional counsel for affected Lenders in light of actual or potential conflicts of interest), loss or liability Losses incurred by that Finance Party the Lender as a result of: (ai) the occurrence of any Event of Default; (bii) a failure by an Obligor to pay any amount due by an Obligor under a Finance Document on its due date, including without limitation, any cost, loss or liability arising as a result of Clause 27 (Sharing among the Finance Parties);; or (ciii) funding, or making arrangements to issue any L/G fund, a Utilisation requested by a the Borrower in a Utilisation Request but not made by reason of the operation of any one or more of the provisions of this Agreement (other than by reason of default or negligence by that Finance Party the Lender alone); or (div) a Utilisation Loan (or part of a UtilisationLoan) not being prepaid in accordance with a notice of prepayment given by a the Borrower. (b) The Borrower shall (or shall procure that another Obligor will) promptly indemnify the CompanyLender, provided that such indemnity shall not, as to any Finance Party, be available to the extent that such losses, claims, damages, liabilities of its Affiliates and each officer or related expenses are determined by a court of competent jurisdiction by final and non-appealable judgement to have resulted from any dispute solely among the Finance Parties (not arising as a result of any act or omission by any member employee of the Group) other than claims against the Agent Lender or any Issuing Bank of its Affiliates, against any cost, loss or liability incurred by the Lender or any Arranger in of its capacity as, Affiliates (or in fulfilling its role as, officer or employee of the Agent or an Issuing Bank or an Arranger Lender or any similar role under of its Affiliates) in connection with or arising out of the transactions contemplated by or entered into in connection with the Transaction Documents (including but not limited to those incurred in connection with any litigation, arbitration or administrative proceedings or regulatory enquiry concerning the transactions contemplated by or entered into in connection with the Transaction Documents), unless such loss or liability is caused by the gross negligence or wilful misconduct of the Lender or any of its Affiliates (or officer or employee of the Lender or any of its Affiliates). Any Affiliate or any officer or employee of the Lender may rely on this Agreementclause 15.2 subject to clause 1.4 (Third party rights) and the provisions of the Third Parties Act.

Other indemnities. Subject to and without any duplication of Clause 16.3 (Enforcement Costs) which shall prevail over this Clause 14.2, the Company shall (or shall procure that an Obligor will)The Obligors shall, within five (5) Business Days of demand, indemnify each Finance Party against any cost (which in the case of counsel, shall be limited to the fees, charges and disbursements of (x) one primary counsel and one local counsel in each applicable jurisdiction for the Agent, (y) one additional primary counsel and one additional local counsel in each applicable jurisdiction, for all Lenders other than the Agent and (z) additional counsel for affected Lenders in light of actual or potential conflicts of interest)cost, loss or liability incurred by that Finance Party as a result of: (a) the occurrence of any Event of Default; (b) any written information produced or approved by any Obligor in connection with the Finance Documents being or being alleged to be misleading and/or deceptive in any respect; (c) any enquiry, investigation, subpoena (or similar order) or litigation with respect to any Obligor or with respect to the transactions contemplated or financed under this Agreement; (d) a failure by an Obligor to pay any amount due by an Obligor under a Finance Document on its due datedate or in the relevant currency, including without limitation, any cost, loss or liability arising as a result of Clause 27 25 (Sharing among the Finance Parties), provided that this paragraph (d) shall only apply to a failure by an Obligor to pay a Compounded Rate Interest Payment to the extent that such Obligor has failed to pay that Compounded Rate Interest Payment by the later of (i) the due date for that Compounded Rate Interest Payment and (ii) the date falling three RFR Banking Days after the date on which the Agent notifies the Company in accordance with paragraph (c) of Clause 8.8 (Notifications) of the amount of that Compounded Rate Interest Payment; (ce) funding, or making arrangements to issue any L/G fund, its participation in a Loan requested by a Borrower an Obligor in a Utilisation Request but not made by reason of the operation of any one or more of the provisions of this Agreement (other than by reason of default or negligence by that Finance Party alone); or (df) a Utilisation Loan (or part of a UtilisationLoan) not being prepaid in accordance with a notice of prepayment given by a Borrower or the Companyan Obligor, provided that such indemnity this paragraph (f) shall not, as only apply to any Finance Party, be available a prepayment of a Compounded SOFR Loan to the extent that such losses, claims, damages, liabilities or related expenses are determined the relevant prepayment has not been made by a court the later of competent jurisdiction by final (i) the prepayment date specified in the relevant notice of prepayment and non-appealable judgement to have resulted from any dispute solely among (ii) the Finance Parties date falling three RFR Banking Days after the date on which the Agent notifies the Company in accordance with paragraph (not arising as a result c) of Clause 8.8 (Notifications) of the amount of any act Compounded Rate Interest Payment or omission by any member other payment required to be made together with such prepayment in accordance with the terms of the Group) other than claims against the Agent or any Issuing Bank or any Arranger in its capacity as, or in fulfilling its role as, the Agent or an Issuing Bank or an Arranger or any similar role under this Agreement.. 49 = NUMPAGES 135-2 133

Other indemnities. Subject to and without (a) Without limiting any duplication of Clause 16.3 (Enforcement Costs) which shall prevail over this Clause 14.2provision in an Existing Finance Document that provides for such an indemnity, the Company shall (or shall procure that an another Obligor will), within five 3 Business Days of demand, demand fully indemnify each Finance Party in respect of all claims, expenses, liabilities and losses which are made or brought against any cost (which in the case of counsel, shall be limited to the fees, charges and disbursements of (x) one primary counsel and one local counsel in each applicable jurisdiction for the Agent, (y) one additional primary counsel and one additional local counsel in each applicable jurisdiction, for all Lenders other than the Agent and (z) additional counsel for affected Lenders in light of actual or potential conflicts of interest), loss or liability incurred by that Finance Party, or which that Finance Party reasonably and with due diligence estimates that it will incur, as a result ofof or in connection with: (ai) the occurrence receipt or recovery of all or any Event part of Defaultthe Loan or an overdue sum otherwise than on the last day of an Interest Period or other relevant period; (bii) a any failure (for whatever reason) by an the Company or any other Obligor to pay make payment of any amount due by an Obligor under a Finance Document on its the due date, including including, without limitation, any cost, loss or liability arising as a result of Clause 27 Section 33 (Sharing among the Finance Parties) or, if so payable, on demand (after giving credit for any default interest paid by the Company on the amount concerned under Section 15.4 (Default Interest)); (c) making arrangements to issue any L/G requested by a Borrower in a Utilisation Request but not made by reason of the operation of any one or more of the provisions of this Agreement (other than by reason of default or negligence by that Finance Party alone); or (diii) a Utilisation Loan (or part of a Utilisationthereof) not being prepaid in accordance with a the notice of prepayment given by the Company; or (iv) the occurrence of an Event of Default or a Borrower Potential Event of Default and/or the acceleration of repayment of the Loan under Section 24 (Acceleration of Loan) of Schedule 10 (Agreed Events of Default). It is understood that the indemnities provided in this Section 19.4(a) shall not apply to any claim cost or expense which is a tax levied by a taxing authority on the indemnified party (which taxes are subject to indemnity solely as provided in Section 19.3 (Tax Indemnity)) but shall apply to any other costs associated with any tax which is not an Excluded Tax. Without limiting its generality, this Section 19.4(a) covers any claim, expense, liability or loss, including a loss of a prospective profit, reasonably incurred by a Lender in liquidating or employing deposits from third parties acquired or arranged to fund or maintain all or any part of its Loan and/or any overdue amount (or an aggregate amount which includes its Loan or any overdue amount) and in terminating, or otherwise in connection with, any interest and/or currency swap or any other transaction entered into (whether with another legal entity or with another office or department of the Lender concerned) to hedge any exposure arising under any Existing Facility Agreement or the CompanyExisting Guarantee Facility Agreement or that part which the Lender concerned determines is fairly attributable to such Existing Facility Agreement or the Existing Guarantee Facility Agreement of the amount of the liabilities, provided that expenses or losses (including losses of prospective profits) reasonably incurred by it in terminating, or otherwise in connection with, a number of transactions of which such indemnity Existing Facility Agreement or the Existing Guarantee Facility is one. (b) The Company shall notfully indemnify each Finance Party severally on their respective demands in respect of all claims, as to any expenses, liabilities and losses which may be made or brought against or incurred by a Finance Party, in any country, as a result of or in connection with: (i) any action taken, or omitted or neglected to be available to taken, under or in connection with any Finance Document by the extent that such lossesAdministrative Agent, the Common Security Agent or any other Finance Party or by any receiver appointed under a Finance Document; or (ii) any other Pertinent Matter, other than claims, damagesexpenses, liabilities and losses which are shown to have been directly and mainly caused by the willful misconduct or related expenses are gross negligence of the officers or employees of the Finance Party concerned (as determined by a court of competent jurisdiction by in a final and non-appealable judgement decision). Without prejudice to have resulted its generality, this Section 19.4(b) covers any claims, expenses, liabilities and losses which arise, or are asserted, under or in connection with any law relating to safety at sea, the ISM Code, the ISPS Code or any Environmental Law, or as a consequence of any facsimile or Email communication purporting to originate from any dispute solely among the Obligor to any Finance Parties (not arising as a result of any act Party being made or omission by any member of the Group) other than claims against the Agent delivered fraudulently or any Issuing Bank or any Arranger in its capacity as, or in fulfilling its role as, the Agent or an Issuing Bank or an Arranger or any similar role under this Agreementwithout proper authorization.

Other indemnities. Subject to and without any duplication of Clause 16.3 (Enforcement Costs) which shall prevail over this Clause 14.2, the Company shall (or shall procure that an Obligor will)The Borrower shall, within five ten (10) Business Days of demand, indemnify each Finance Party against any cost (which in the case of counsel, shall be limited to the fees, charges and disbursements of (x) one primary counsel and one local counsel in each applicable jurisdiction for the Agent, (y) one additional primary counsel and one additional local counsel in each applicable jurisdiction, for all Lenders other than the Agent and (z) additional counsel for affected Lenders in light of actual or potential conflicts of interest)cost, loss or liability incurred by that Finance Party as a result of: (ai) the occurrence of any Event of Default; (bii) a failure by an Obligor the Borrower to pay any amount due by an Obligor under a Finance Document on its due date, including without limitation, or the receipt by any cost, loss Lender of all or liability arising as any part of the Loan or an Unpaid Sum by way of voluntary or mandatory prepayment or otherwise than on the date originally scheduled or a result of date on which repayment is to be made pursuant to Clause 27 6 (Sharing among the Finance PartiesRepayment); (ciii) funding, or making arrangements to issue any L/G fund, its participation in the Utilization requested by a the Borrower in a Utilisation Request but not made by reason of the operation of any one or more of the provisions of this Agreement (other than by reason of default or negligence by that Finance Party alone); or; (div) a Utilisation the Loan (or part of a Utilisationthe Loan) not being prepaid in accordance with a notice of prepayment given by a the Borrower; (v) any enquiry, investigation, subpoena (or similar order) or litigation with respect to the Borrower or the Company, provided that such indemnity shall not, as to any Finance Party, be available with respect to the extent that such losses, claims, damages, liabilities transactions contemplated or related expenses are determined by a court of competent jurisdiction by final and non-appealable judgement to have resulted from any dispute solely among the Finance Parties (not arising as a result of any act or omission by any member of the Group) other than claims against the Agent or any Issuing Bank or any Arranger in its capacity as, or in fulfilling its role as, the Agent or an Issuing Bank or an Arranger or any similar role financed under this Agreement; or (vi) any other information produced or approved by the Borrower pursuant to a Finance Document being or being alleged to be misleading and/or deceptive in any respect. The foregoing indemnity shall not extend to (i) any claim which is of the type referred to in Clause 10.4 (Break Costs) or (ii) any other indirect consequential loss not directly attributable to the relevant event or circumstance described in paragraphs (i) to (vi) above.

Other indemnities. Subject to and without any duplication of Clause 16.3 (Enforcement Costs) which The Borrower shall prevail over this Clause 14.2, the Company shall (or shall procure that an Obligor will), within five Business Days of demand, forthwith on demand indemnify each Finance Party against any cost (which in the case of counsel, shall be limited to the fees, charges and disbursements of (x) one primary counsel and one local counsel in each applicable jurisdiction for the Agent, (y) one additional primary counsel and one additional local counsel in each applicable jurisdiction, for all Lenders other than the Agent and (z) additional counsel for affected Lenders in light of actual or potential conflicts of interest), loss or liability incurred by which that Finance Party incurs as a result consequence of: (a) the occurrence of any Event of Default; (b) a failure by an Obligor the operation of Clause 19.19 (Acceleration) or Clause 30 (Pro Rata Sharing) (except to pay any amount due by an Obligor under a Finance Document on its due date, including without limitation, any cost, the extent such loss or liability arising as a result is due solely to the reckless disregard with knowledge of Clause 27 (Sharing among the Finance Partiesprobable consequences or wilful misconduct of the Agent or any Bank); (c) making arrangements to issue any L/G requested payment of principal or an overdue amount being received from any source otherwise than on the last day of a relevant Interest Period or any interest period determined by a Borrower the Agent under Clause 9.3 (Default interest); (d) the default or termination by the Borrower, or any replacement or amendment in a Utilisation Request but not made by reason of relation to, any Swap Agreement; or (e) the operation payment of any one additional amount by any Swap Bank under any Swap Agreement as a result of such Swap Bank being obliged to deduct tax or more an amount in respect of tax, or otherwise make any other deduction, from any amounts payable or paid by that Swap Bank under the provisions of this Agreement relevant Swap Agreement; or (f) (other than by reason of the wilful misconduct or reckless disregard with knowledge of the probable consequences of, or default or negligence by that by, a Finance Party alone); or (dParty) a Utilisation (or part of a Utilisation) Tranche not being prepaid advanced after the Borrower has delivered the Request for a Tranche or a prepayment not being effected in accordance with a notice prepayment notice. The Borrower's liability in each case includes any loss of prepayment given by a Borrower margin or the Companyother loss or expense on account of funds borrowed, provided that such indemnity shall not, as contracted for or utilised to fund any amount payable under any Finance PartyDocument, be available to the extent that such losses, claims, damages, liabilities any amount repaid or related expenses are determined by a court of competent jurisdiction by final and non-appealable judgement to have resulted from any dispute solely among the Finance Parties (not arising as a result of any act or omission by any member of the Group) other than claims against the Agent prepaid or any Issuing Bank or any Arranger in its capacity as, or in fulfilling its role as, the Agent or an Issuing Bank or an Arranger or any similar role under this AgreementTranche.

Other indemnities. Subject to and without any duplication of Clause 16.3 (Enforcement Costs) which shall prevail over this Clause 14.2, the Company shall (or shall procure that an Obligor will)The Borrower shall, within five Business Days of demand, indemnify each Finance Party against any cost (which in the case of counsel, shall be limited to the fees, charges and disbursements of (x) one primary counsel and one local counsel in each applicable jurisdiction for the Agent, (y) one additional primary counsel and one additional local counsel in each applicable jurisdiction, for all Lenders other than the Agent and (z) additional counsel for affected Lenders in light of actual or potential conflicts of interest)cost, loss or liability incurred by that Finance Party as a result of: (a) the occurrence of any Event of Default; (b) a failure by an Obligor the Borrower to pay any amount due by an Obligor under a Finance Document on its due date, including without limitation, any cost, loss or liability arising as a result of Clause 27 (Sharing among the Finance Parties); (c) funding, or making arrangements to issue any L/G fund, its participation in a Utilisation requested by a the Borrower in a Utilisation Request but not made or disbursed by reason of the operation of any one or more of the provisions of this Agreement (other than by reason including, without limitation, Clause 5.5 (Disbursements of default proceeds from First Utilisations) or negligence by that Finance Party aloneClause 6.7 (Delivery of Bank Guarantees); or); (d) a Utilisation (or part of a Utilisation) not being prepaid in accordance with a notice of prepayment given by a the Borrower or as required by this Agreement (other than by reason of default or negligence by that Finance Party); (e) any investigative, administrative or judicial proceedings or hearing commenced or threatened by any person, whether or not such Finance Party shall be designated as a party or a potential party thereto, (including any fees or expenses incurred by such Finance Party in enforcing its indemnity under this Clause 16.2), arising out of or in connection with: (i) the CompanyFinance Documents or the transactions contemplated thereby; (ii) any enforcement of any of the Finance Documents (including any sale of, collection from or other realisation upon any Security or Guarantee); or (iii) any breach of Environmental Law, provided that that: (A) the Borrower shall have no obligations under this Clause 16.2 to indemnify any Finance Party for any cost, loss or liability arising solely from the wilful default, gross negligence or wilful misconduct of such indemnity shall notFinance Party alone, as to any Finance Party, be available to the extent that such losses, claims, damages, liabilities or related expenses are determined by in a final non-appealable judgment of a court of competent jurisdiction jurisdiction; and (B) this Clause 16.2 does not apply to the extent any cost, loss or liability is compensated for by final Clause 14 (Tax Gross-up and non-appealable judgement to have resulted from any dispute solely among the Finance Parties Indemnities) or Clause 15 (not arising as a result of any act or omission by any member of the Group) other than claims against the Agent or any Issuing Bank or any Arranger in its capacity as, or in fulfilling its role as, the Agent or an Issuing Bank or an Arranger or any similar role under this AgreementIncreased Costs).

Other indemnities. Subject to and without any duplication of Clause 16.3 (Enforcement Costsa) which shall prevail over this Clause 14.2Each Borrower shall, the Company shall (or shall procure that an Obligor will), within five Business Days of on demand, indemnify each Finance Secured Party against any cost (which in the case of counsel, shall be limited to the fees, charges and disbursements of (x) one primary counsel and one local counsel in each applicable jurisdiction for the Agent, (y) one additional primary counsel and one additional local counsel in each applicable jurisdiction, for all Lenders other than the Agent and (z) additional counsel for affected Lenders in light of actual or potential conflicts of interest)cost, loss or liability incurred by that Finance Party it as a result of: (ai) the occurrence of any Event of Default; (bii) a failure by an a Transaction Obligor to pay any amount due by an Obligor under a Finance Document on its due date, including without limitation, any cost, loss or liability arising as a result of Clause 27 31 (Sharing among the Finance Parties); (ciii) funding, or making arrangements to issue any L/G fund, its participation in an Advance requested by a Borrower the Borrowers in a the Utilisation Request but not made by reason of the operation of any one or more of the provisions of this Agreement (other than by reason of default or negligence by that Finance Secured Party alone); or (div) a Utilisation the Loan (or part of a Utilisationthe Loan) not being prepaid in accordance with a notice of prepayment given by a the Borrowers. (b) Each Borrower or the Companyshall, provided that such indemnity shall noton demand, as to any indemnify each Finance Party, be available each Affiliate of a Finance Party and each officer or employee of a Finance Party or its Affiliate (each such person for the purposes of this Clause 14.2 (Other indemnities) an “Indemnified Person”), against any cost, loss or liability (including, without limitation, for negligence or any other category of liability whatsoever) incurred by that Indemnified Person pursuant to or in connection with any litigation, arbitration or administrative proceedings or regulatory enquiry, in connection with or arising out of the entry into and the transactions contemplated by the Finance Documents, having the benefit of any Security constituted by the Finance Documents or which relates to the extent condition or operation of, or any incident occurring in relation to, any Ship unless such cost, loss or liability is caused by the gross negligence or wilful misconduct of that Indemnified Person. (c) Without limiting, but subject to any limitations set out in paragraph (b) above, the indemnity in paragraph (b) above shall cover any cost, loss or liability incurred by each Indemnified Person in any jurisdiction: (i) arising or asserted under or in connection with any law relating to safety at sea, the ISM Code, any Environmental Law or any Sanctions; or (ii) in connection with any Environmental Claim. (d) Once the Loan is fully utilised, the Transaction Obligors agree that no Finance Party shall have any liability to any Transaction Obligor whether in tort, contract or otherwise for losses suffered by any Transaction Obligor in connection with, arising out of or in any way related to the transactions contemplated and the relationship established by any of the Finance Documents, or any act, omission or event occurring in connection therewith, unless such losses, claims, damages, liabilities or related expenses are determined by a court of competent jurisdiction by final and non-appealable judgement to have losses resulted from the gross negligence or wilful misconduct of the party from which recovery is sought. (e) Any Affiliate or any dispute solely among the officer or employee of a Finance Parties (not arising as a result Party or of any act or omission by any member of its Affiliates may rely on this Clause 14.2 (Other indemnities) subject to Clause 1.5 (Third party rights) and the provisions of the Group) other than claims against the Agent or any Issuing Bank or any Arranger in its capacity as, or in fulfilling its role as, the Agent or an Issuing Bank or an Arranger or any similar role under this AgreementThird Parties Act.

Other indemnities. Subject to and without any duplication of Clause 16.3 (Enforcement Costsa) which shall prevail over this Clause 14.2Each Obligor shall, the Company shall (or shall procure that an Obligor will), within five Business Days of on demand, indemnify each Finance Secured Party against any cost (which in the case of counsel, shall be limited to the fees, charges and disbursements of (x) one primary counsel and one local counsel in each applicable jurisdiction for the Agent, (y) one additional primary counsel and one additional local counsel in each applicable jurisdiction, for all Lenders other than the Agent and (z) additional counsel for affected Lenders in light of actual or potential conflicts of interest)cost, loss or liability incurred by that Finance Party it as a result of: (ai) the occurrence of any Event of Default; (bii) a failure by an Obligor to pay any amount due by an Obligor under a Finance Document on its due date, including without limitation, any cost, loss or liability arising as a result of Clause 27 33 (Sharing among the Finance Parties); (ciii) funding, or making arrangements to issue any L/G fund, its participation in an Advance requested by a Borrower the Borrowers in a the Utilisation Request but not made by reason of the operation of any one or more of the provisions of this Agreement (other than by reason of default or negligence by that Finance Secured Party alone); or (div) a Utilisation the Loan (or part of a Utilisationthe Loan) not being prepaid in accordance with a notice of prepayment given by a Borrower or the CompanyBorrowers. (b) Each Obligor shall, provided that such indemnity shall noton demand, as to any indemnify each Finance Party, be available each Affiliate of a Finance Party and each officer or employee of a Finance Party or its Affiliate (each such person for the purposes of this Clause 14.2 (Other indemnities) an “Indemnified Person”), against any cost, loss or liability incurred by that Indemnified Person pursuant to or in connection with any litigation, arbitration or administrative proceedings or regulatory enquiry, in connection with or arising out of the entry into and the transactions contemplated by the Finance Documents, having the benefit of any Security constituted by the Finance Documents or which relates to the extent condition or operation of, or any incident occurring in relation to, any Ship unless such cost, loss or liability is caused by the gross negligence or wilful misconduct of that such lossesIndemnified Person. (c) Without limiting, claimsbut subject to any limitations set out in paragraph (b) above, damagesthe indemnity in paragraph (b) above shall cover any cost, liabilities loss or related expenses are determined liability incurred by each Indemnified Person in any jurisdiction: (i) arising or asserted under or in connection with any law relating to safety at sea, the ISM Code, any Environmental Law or any Sanctions; or (ii) in connection with any Environmental Claim. (d) Any Affiliate or any officer or employee of a court of competent jurisdiction by final and non-appealable judgement to have resulted from any dispute solely among the Finance Parties (not arising as a result Party or of any act or omission by any member of its Affiliates may rely on this Clause 14.2 (Other indemnities) subject to Clause 1.5 (Third party rights) and the provisions of the Group) other than claims against the Agent or any Issuing Bank or any Arranger in its capacity as, or in fulfilling its role as, the Agent or an Issuing Bank or an Arranger or any similar role under this AgreementThird Parties Act.

Other indemnities. Subject to The Borrower shall indemnify the Lender and/or its affiliates, directors, officers, employees, agents, advisors and without any duplication of Clause 16.3 representatives (Enforcement Costseach an “Indemnified Party”) which shall prevail over this Clause 14.2, the Company shall (or shall procure that an Obligor will), within five Business Days of demand, indemnify each Finance Party against any cost claims, damages, costs, losses, taxes, expenses or liabilities (which in the case of counsel, shall be limited to the fees, charges and disbursements of (x“Losses”) one primary counsel and one local counsel in each applicable jurisdiction for the Agent, (y) one additional primary counsel and one additional local counsel in each applicable jurisdiction, for all Lenders other than the Agent and (z) additional counsel for affected Lenders in light of actual or potential conflicts of interest), loss or liability incurred by that or asserted or awarded against any Indemnified Party (1) in relation to this Agreement, any other Finance Party Documents or any transaction contemplated herein and/or therein, or (2) as a result of, among others: (aA) the occurrence of any Event of Default; (bB) any information produced or approved by any Obligor for the purpose of or in connection with the Facility being or being alleged to be misleading and/or deceptive in any material respect; (C) any enquiry, investigation, subpoena (or similar order) or litigation with respect to any Obligor or with respect to the transactions contemplated or financed under this Agreement; (D) a failure by an Obligor to pay any amount due by an Obligor under a Finance Document on its due date, including without limitation, any cost, loss date or liability arising as a result of Clause 27 (Sharing among in the Finance Parties)relevant currency; (cE) funding, or making arrangements to issue any L/G fund, a Utilisation requested by a the Borrower in a Utilisation Request but not made by reason of the operation of any one or more of the provisions of this Agreement (other than by reason of default or negligence by that Finance Party the Lender alone); or; (dF) a Utilisation Loan (or part of a UtilisationLoan) not being prepaid in accordance with a notice of prepayment given by the Borrower; (G) investigating any event which it reasonably believes is a Borrower Default; (H) acting or relying on any notice, request or instruction which it reasonably believes to be genuine, correct and appropriately authorised; or (I) instructing lawyers, accountants, tax advisers, surveyors or other professional advisers or experts as permitted under this Agreement, except where such Losses may be solely the Company, provided that result of such indemnity shall notIndemnified Party’s own gross negligence or wilful misconduct, as to any Finance Party, be available to the extent that such losses, claims, damages, liabilities or related expenses are adjudicated and determined by in a court of law in a competent jurisdiction by and such judgement shall be final and non-appealable judgement non- appealable, and the Borrower shall pay to have resulted from any dispute solely among the Finance Parties that Indemnified Party, within three (not arising as a result 3) Business Days of any act or omission by any member of the Group) other than claims against the Agent or any Issuing Bank or any Arranger in its capacity as, or in fulfilling its role asdemand, the Agent or an Issuing Bank or an Arranger or any similar role under this Agreementamount equal to such Losses.

Other indemnities. Subject to and without any duplication of Clause 16.3 (Enforcement Costs) which shall prevail over this Clause 14.2, the Company shall (or shall procure that an Obligor will)The Borrower shall, within five Business Days of demand, indemnify each Finance Party the Lender and its Related Persons against any cost (which in the case of counsel, shall be limited to the fees, charges and disbursements of (x) one primary counsel and one local counsel in each applicable jurisdiction for the Agent, (y) one additional primary counsel and one additional local counsel in each applicable jurisdiction, for all Lenders other than the Agent and (z) additional counsel for affected Lenders in light of actual or potential conflicts of interest)cost, loss or liability incurred by that Finance Party the Lender or its Related Persons as a result of: (a) the occurrence of any Event of Default; (b) any information produced or approved by the Borrower being or being alleged to be misleading or deceptive in any respect; (c) any claim, enquiry, investigation, deposition, subpoena (or similar order), arbitration, proceeding or litigation with respect to any Obligor or with respect to the transactions contemplated or financed under this Agreement, whether or not the Lender or any Related Persons is a party thereto or target thereof; (d) a failure by an any Obligor to pay any amount due by an Obligor under a Finance Document on its due date, including without limitation, any cost, loss or liability arising as a result of Clause 27 (Sharing among the Finance Parties); (ce) making arrangements to issue any L/G requested (other than by a Borrower in a reason of default or negligence by the Lender alone) the Loan not being made after the Utilisation Request but not made has been delivered for the Loan by reason of the operation of any one or more of the provisions of this Agreement (other than by reason of default or negligence by that Finance Party alone); orAgreement; (df) a Utilisation the Loan (or part of a Utilisationthe Loan) not being prepaid in accordance with a notice of prepayment given by a Borrower or the Company, provided that such indemnity shall not, as to Borrower; (g) any Finance Party, be available to the extent that such losses, claims, damages, liabilities or related expenses are determined by a court of competent jurisdiction by final and non-appealable judgement to have resulted from any dispute solely among the Finance Parties (not arising as a result of any act or omission by any member use of the Group) other than claims against proceeds of the Agent or any Issuing Bank or any Arranger Loan which is not in its capacity as, or in fulfilling its role as, compliance with the Agent or an Issuing Bank or an Arranger or any similar role under terms of this Agreement; (h) acting or relying on any notice which the Lender reasonably believes to be genuine, correct and appropriately authorised; or (i) any representation under Clause 16 (Representations) is or becomes inaccurate, incorrect or misleading in any respect when it is made or deemed to be made.

Other indemnities. Subject to and without any duplication of Clause 16.3 (Enforcement Costs) which shall prevail over this Clause 14.2, the Company The Borrower shall (or shall procure that an Obligor will), within five Business Days of demandreceipt of demand (which demand must be accompanied by reasonable details and calculations of the amount demanded), indemnify each Finance of the Mandated Lead Arranger and each other Secured Party against any cost (which in the case of counsel, shall be limited to the fees, charges and disbursements of (x) one primary counsel and one local counsel in each applicable jurisdiction for the Agent, (y) one additional primary counsel and one additional local counsel in each applicable jurisdiction, for all Lenders other than the Agent and (z) additional counsel for affected Lenders in light of actual or potential conflicts of interest)cost, loss or liability incurred by that Finance Party as a result ofit: (a) as a result of the occurrence of any Event of Default; (b) as a result of any enquiry, investigation, subpoena (or similar order) or legal or arbitral proceedings with respect to any Total Transaction Obligor or any Group Member or with respect to any transactions contemplated or financed under any Finance Document (other than by reason of wilful default or gross negligence by that Secured Party); (c) in relation to the arranging or syndication of any Facility (or any part thereof) (including any action, claim, investigation or proceeding commenced or threatened in connection therewith) (other than by reason of wilful default or gross negligence by that Secured Party); (d) in relation to the establishment of any Incremental Facility under Clause 2.5 (Incremental Facilities); (e) as a result of a failure by an any Total Transaction Obligor to pay any amount due by an Obligor under a Finance Document on its due date, including without limitation, any cost, loss or liability arising as a result of Clause 27 30 (Sharing among the Finance Parties); (cf) as a result of funding, or making arrangements to issue fund, its participation in any L/G Loan requested by a the Borrower in a any Utilisation Request but not made by reason of the operation of any one or more of the provisions of this Agreement (other than by reason of wilful default or gross negligence by that Finance Party aloneSecured Party); or (dg) as a Utilisation result of any Loan (or any part of a Utilisationany Loan) not being prepaid in accordance with a notice of prepayment given by a Borrower or the Company, provided that such indemnity shall not, as to any Finance Party, be available to the extent that such losses, claims, damages, liabilities or related expenses are determined by a court of competent jurisdiction by final and non-appealable judgement to have resulted from any dispute solely among the Finance Parties (not arising as a result of any act or omission by any member of the Group) other than claims against the Agent or any Issuing Bank or any Arranger in its capacity as, or in fulfilling its role as, the Agent or an Issuing Bank or an Arranger or any similar role under this AgreementBorrower.

Other indemnities. Subject to and without any duplication of Clause 16.3 (Enforcement Costsa) which shall prevail over this Clause 14.2, the Company shall (or shall procure that an Each Obligor will)shall, within five Business Days of demand, indemnify each Finance Party against any cost (which in the case of counsel, shall be limited to the fees, charges and disbursements of (x) one primary counsel and one local counsel in each applicable jurisdiction for the Agent, (y) one additional primary counsel and one additional local counsel in each applicable jurisdiction, for all Lenders other than the Agent and (z) additional counsel for affected Lenders in light of actual or potential conflicts of interest)cost, loss or liability not otherwise compensated under the provisions of this Agreement and excluding any lost profits, consequential or indirect damages (other than interest or default interest) incurred by that Finance Party as a result of its Commitment or the making of any Loan under the Finance Documents as a result of: (ai) the occurrence of any Event of Default; (bii) a failure by an Obligor to pay any amount due by an Obligor under a Finance Document on its due date, including without limitation, any cost, loss or liability arising as a result of Clause 27 29 (Sharing among the Finance Parties); (ciii) funding, or making arrangements to issue any L/G fund, its participation in a Loan requested by a Borrower the Company in a Utilisation Request but not made by reason of the operation of any one or more of the provisions of this Agreement (other than by reason of default or negligence by that Finance Party alone); or (div) a Utilisation Loan (or part of a UtilisationLoan) not being prepaid in accordance with a notice of prepayment given by a Borrower or the Company. (b) The Company will indemnify and hold harmless each Finance Party and each of their respective directors, provided that such indemnity shall notofficers, as to employees, agents, advisors and representatives (each being an "Indemnified Person") from and against any Finance Party, be available to the extent that such losses, and all claims, damages, liabilities losses, liabilities, costs, legal expenses and other expenses (all together "Losses") which have been incurred by or related expenses are determined awarded against any Indemnified Person, in each case arising out of or in connection with any claim, investigation, litigation or proceeding (or the preparation of any defence with respect thereto) commenced or threatened by a court any person in relation to any of competent jurisdiction by final and non-appealable judgement to have resulted from any dispute solely among the Finance Parties Documents (not arising only in so far as such claim, investigation, litigation or proceeding relates to the use of proceeds of the Facilities towards the acquisition of Target Shares (and any Target ADRs) by the Company or BidCo (or any person acting in concert with the Company or BidCo)) except to the extent such Losses or claims result from such Indemnified Person's negligence or misconduct or a result breach of any act term of any Finance Document by an Indemnified Person provided that: (i) the Indemnified Party shall as soon as reasonably practicable inform the Company and Cemex Parent of any circumstances of which it is aware and which would be reasonably likely to give rise to any such claim, investigation, litigation or omission proceeding (whether or not a claim, investigation, litigation or proceeding has occurred or been threatened); (ii) the Indemnified Party will, where reasonable and practicable, and taking into account the provisions of this Agreement, give the Company and Cemex Parent an opportunity to consult with it with respect to the conduct or settlement of any such claim, investigation, litigation or proceeding; (iii) an Indemnified Party will provide the Company on request (and, to the extent practicable without any waiver of legal professional privilege or breach of confidentiality obligation) with copies of material correspondence in relation to the Losses and allow the Company or its appointed representative to attend all material meetings in relation to the Losses and receive copies of material legal advice obtained by the Indemnified Party in relation to the Losses; (iv) the Company will keep strictly confidential all information received by it in connection with the Losses and will not disclose any information to any third party without the prior written consent of the Indemnified Party (except as required by any member applicable law); (v) no Obligor shall be liable for any settlement of the GroupLosses unless the Company has consented to that settlement; and (vi) other than claims against no Indemnified Party shall be required to comply with paragraphs (i), (ii) or (iii) nor shall paragraph (v) apply unless the Agent or any Issuing Bank or any Arranger Indemnified Party is and continues to be indemnified on a current basis for its costs and expenses. Any third party referred to in its capacity as, or in fulfilling its role as, this paragraph (b) may rely on this Clause 16.2 subject to Clause 1.4 (Third party rights) and the Agent or an Issuing Bank or an Arranger or any similar role under this Agreementprovisions of the Third Parties Act.

Other indemnities. Subject to and without any duplication of Clause 16.3 (Enforcement Costs) which shall prevail over this Clause 14.2, the Company shall (or shall procure that an Obligor will)The Borrower shall, within five Business Days of demand, indemnify each Finance Party Lender against any cost (which in the case of counsel, shall be limited to the fees, charges and disbursements of (x) one primary counsel and one local counsel in each applicable jurisdiction for the Agent, (y) one additional primary counsel and one additional local counsel in each applicable jurisdiction, for all Lenders other than the Agent and (z) additional counsel for affected Lenders in light of actual or potential conflicts of interest)cost, loss or liability incurred by that Finance Party Lender as a result of: (a) the occurrence of any Event of Default; (b) a failure by an Obligor the Borrower to pay any amount due by an Obligor under a Finance Document on its due date, including without limitation, any cost, loss or liability arising as a result of Clause 27 25 (Sharing among the Finance PartiesLenders); (c) each Lender against any cost or loss it may suffer including any reduction in the rate of return it would have received but for performing its obligations under this Agreement as a result of any minimum reserve requirements imposed on it by the European Central Bank (the <>) in relation to a Loan or funding a Loan or as a result of compliance with any requirements of the Financial Services Authority (the <>) provided, however, that the Facility Agent shall promptly notify the Borrower of any such applicable ECB or FSA requirements and any relevant changes to such requirements; (d) each Finance Party and in each case each of their affiliates and each of their respective officers, directors, employees, advisors and representatives (each, an "Indemnified Party") from and against any and all cost, loss or liability (including, without limitation, fees and disbursements of legal counsel), joint or several, that may be incurred by or asserted or awarded against any Indemnified Party, in each case arising out of or in connection with or relating to any bankruptcy, criminal or similar official investigation, litigation or proceeding or the preparation of any defence with respect thereto, arising out of or in connection with or relating to the Finance Documents or the transactions contemplated hereby or thereby, except to the extent that such cost, loss or liability results from such Indemnified Party's gross negligence or wilful misconduct; (e) funding, or making arrangements to issue any L/G fund, its participation in a Loan requested by a the Borrower in a Utilisation Request but not made by reason of the operation of any one or more of the provisions of this Agreement (other than by reason of default or gross negligence by that Finance Party Lender alone); or (df) a Utilisation Loan (or part of a UtilisationLoan) not being prepaid in accordance with a notice of prepayment given by a Borrower or the Company, provided that such indemnity shall not, as to any Finance Party, be available to the extent that such losses, claims, damages, liabilities or related expenses are determined by a court of competent jurisdiction by final and non-appealable judgement to have resulted from any dispute solely among the Finance Parties (not arising as a result of any act or omission by any member of the Group) other than claims against the Agent or any Issuing Bank or any Arranger in its capacity as, or in fulfilling its role as, the Agent or an Issuing Bank or an Arranger or any similar role under this AgreementBorrower.

Other indemnities. Subject to and without any duplication of Clause 16.3 (Enforcement Costs) which shall prevail over this Clause 14.2, the Company shall (or shall procure that an Obligor will)14.2.1 The Borrower shall, within five Business Days of demand, indemnify the Security Agent and the Lender and each Finance Party of its respective Affiliates, directors, officers, employees, attorneys and agents (each an “Indemnified Party”) from and against, and agrees to hold it harmless against, any and all claims, damages, losses, liabilities, obligations, penalties, actions, judgments, suits, costs and expenses of any kind, that may be incurred by or asserted or awarded against any cost (which Indemnified Party, in each case arising out of or in connection with the case administration of counselthis Agreement, shall be limited except to the feesextent such claim, charges and disbursements damage, loss, liability, obligation, penalty, action, judgment, suit, cost or expense is found in a final, non-appealable judgment by a court of (x) one primary counsel and one local counsel in each applicable competent jurisdiction for the Agent, (y) one additional primary counsel and one additional local counsel in each applicable jurisdiction, for all Lenders other than the Agent and (z) additional counsel for affected Lenders in light of actual to have resulted from such Indemnified Party’s gross negligence or potential conflicts of interest), loss or liability incurred by that Finance Party as a result of:willful misconduct, (a) including (i) the occurrence of any Event of Default; ; (bii) a failure by an Obligor the Borrower to pay any amount due by an Obligor under a any Finance Document on its due date; (iii) funding, including without limitation, any cost, loss or liability arising as a result of Clause 27 (Sharing among the Finance Parties); (c) making arrangements to issue any L/G fund, its participation in a Loan requested by a the Borrower in a Utilisation Utilization Request but not made by reason of the operation of any one or more of the provisions of this Agreement (other than by reason of default or negligence by that Finance Party alonethe Lender or any Participant); or or (div) a Utilisation Loan (or part of a UtilisationLoan) not being prepaid in accordance with a notice of prepayment given by a Borrower the Borrower); or (b) relating to any investigation, litigation or proceeding or the Companypreparation of any defense with respect thereto arising out of or in connection with or relating to this Agreement or any of the other Finance Documents or the transactions contemplated hereby or thereby or any use made or proposed to be made with the proceeds of the Loan, provided that whether or not such indemnity shall notinvestigation, as litigation or proceeding is brought by the Borrower, any of its shareholders or creditors, an Indemnified Party or any other Person, or an Indemnified Party is otherwise a party thereto, and whether or not any of the conditions precedent set forth in SCHEDULE 1 (Conditions Precedent) are satisfied or the other transactions contemplated by this Agreement are consummated. 14.2.2 The Borrower agrees not to assert any Finance claim against any Indemnified Party, be available on any theory of liability, for consequential, indirect, special or punitive damages arising out of or otherwise relating to the extent that such losses, claims, damages, liabilities this Agreement or related expenses are determined by a court of competent jurisdiction by final and non-appealable judgement to have resulted from any dispute solely among the Finance Parties (not arising as a result of any act or omission by any member of the Group) other than claims against the Agent Finance Documents or any Issuing Bank of the transactions contemplated hereby or any Arranger in its capacity as, thereby or in fulfilling its role asthe actual or proposed use of the proceeds of the Loan. The obligations of the Borrower under this Clause 14.2 shall survive the termination of this Agreement, the Agent repayment of the Loan and the resignation or an Issuing Bank or an Arranger or any similar role under this Agreementremoval of the Security Agent.

Other indemnities. Subject to and without any duplication of Clause 16.3 (Enforcement Costs) which shall prevail over this Clause 14.2, the Company The Borrower shall (or shall procure that an Obligor will), within five Business Days of demand, indemnify each Finance Party (including any of its affiliates, employees, directors, officers, partners and agents) against any cost (which in the case of counsel, shall be limited to the fees, charges and disbursements of (x) one primary counsel and one local counsel in each applicable jurisdiction for the Agent, (y) one additional primary counsel and one additional local counsel in each applicable jurisdiction, for all Lenders other than the Agent and (z) additional counsel for affected Lenders in light of actual or potential conflicts of interest)cost, loss or liability incurred by that Finance Party in connection with or as a result of: (a) the occurrence of any Event of Default; (b) a failure by an Obligor or the Sponsor to pay any amount due by an Obligor under a Finance Document on its due date, including without limitation, any cost, loss or liability arising as a result of Clause 27 33 (Sharing among the Finance Parties); (c) funding, or making arrangements to issue any L/G fund, its participation in a Utilisation requested by a the Borrower in a Utilisation Request but not made or disbursed by reason of the operation of any one or more of the provisions of this Agreement (other than by reason of default or negligence by that Finance Party alone); orAgreement; (d) a Utilisation (or part of a Utilisation) not being prepaid in accordance with a notice of prepayment given by the Borrower (except where this Agreement provides that such notice can be revoked or made subject to conditions and the Borrower revokes such notice or, as the case may be, notifies the Agent that such conditions have not been satisfied, not later than 11:00 a.m. two Business Days before the scheduled date for such prepayment) or as required by this Agreement (other than by reason of default or negligence by that Finance Party); or (e) any investigative, administrative or judicial proceedings or hearing commenced or threatened by any person, whether or not such Finance Party shall be designated as a Borrower party or a potential party thereto, (including any fees or expenses incurred by such Finance Party in enforcing its indemnity under this Clause 19.2), arising out of or in connection with: (i) the Finance Documents or the Companytransactions contemplated thereby; (ii) any enforcement of any of the Finance Documents (including any sale of, collection from or other realisation upon any Security or Guarantee); or (iii) any breach of Environmental Law, provided that that: (A) no Obligor shall have any obligation under this Clause 19.2 to indemnify any Finance Party for any cost, loss or liability arising from the wilful default, gross negligence or wilful misconduct of such indemnity shall notFinance Party alone, as to any Finance Party, be available to the extent that such losses, claims, damages, liabilities or related expenses are determined by in a final non-appealable judgment of a court of competent jurisdiction jurisdiction; and (B) this Clause 19.2 does not apply to the extent any cost, loss or liability is compensated for by final Clause 17 (Tax Gross-up and non-appealable judgement to have resulted from any dispute solely among the Finance Parties Indemnities) or Clause 18 (not arising as a result of any act or omission by any member of the Group) other than claims against the Agent or any Issuing Bank or any Arranger in its capacity as, or in fulfilling its role as, the Agent or an Issuing Bank or an Arranger or any similar role under this AgreementIncreased Costs).

Other indemnities. Subject to and without any duplication of Clause 16.3 (Enforcement Costsa) which shall prevail over this Clause 14.2, the Company shall (or shall procure that an Each Obligor will)shall, within five Business Days of demand, indemnify each Finance Party against any cost (which in the case of counsel, shall be limited to the fees, charges and disbursements of (x) one primary counsel and one local counsel in each applicable jurisdiction for the Agent, (y) one additional primary counsel and one additional local counsel in each applicable jurisdiction, for all Lenders other than the Agent and (z) additional counsel for affected Lenders in light of actual or potential conflicts of interest)cost, loss or liability not otherwise compensated under the provisions of this Agreement and excluding any lost profits, consequential or indirect damages (other than interest or default interest) incurred by that Finance Party as a result of its Commitment or the making of any Loan under the Finance Documents as a result of: (ai) the occurrence of any Event of Default; (bii) a failure by an Obligor to pay any amount due by an Obligor under a Finance Document on its due date, including without limitation, any cost, loss or liability arising as a result of Clause 27 29 (Sharing among the Finance Parties); (ciii) funding, or making arrangements to issue any L/G fund, its participation in a Loan requested by a Borrower the Company in a Utilisation Request but not made by reason of the operation of any one or more of the provisions of this Agreement (other than by reason of default or negligence by that Finance Party alone); or (div) a Utilisation Loan (or part of a UtilisationLoan) not being prepaid in accordance with a notice of prepayment given by a Borrower or the Company. (b) The Company will indemnify and hold harmless each Finance Party and each of their respective directors, provided that such indemnity shall notofficers, as to employees, agents, advisors and representatives (each being an “Indemnified Person”) from and against any Finance Party, be available to the extent that such losses, and all claims, damages, liabilities losses, liabilities, costs, legal expenses and other expenses (all together “Losses”) which have been incurred by or related expenses are determined awarded against any Indemnified Person, in each case arising out of or in connection with any claim, investigation, litigation or proceeding (or the preparation of any defence with respect thereto) commenced or threatened by a court any person in relation to any of competent jurisdiction by final and non-appealable judgement to have resulted from any dispute solely among the Finance Parties Documents (not arising only in so far as such claim, investigation, litigation or proceeding relates to the use of proceeds of the Facilities towards the acquisition of Target Shares (and any Target ADRs) by the Company or BidCo (or any person acting in concert with the Company or BidCo)) except to the extent such Losses or claims result from such Indemnified Person’s negligence or misconduct or a result breach of any act term of any Finance Document by an Indemnified Person provided that: (i) the Indemnified Party shall as soon as reasonably practicable inform the Company and CEMEX Parent of any circumstances of which it is aware and which would be reasonably likely to give rise to any such claim, investigation, litigation or omission proceeding (whether or not a claim, investigation, litigation or proceeding has occurred or been threatened); (ii) the Indemnified Party will, where reasonable and practicable, and taking into account the provisions of this Agreement, give the Company and CEMEX Parent an opportunity to consult with it with respect to the conduct or settlement of any such claim, investigation, litigation or proceeding; (iii) an Indemnified Party will provide the Company on request (and, to the extent practicable without any waiver of legal professional privilege or breach of confidentiality obligation) with copies of material correspondence in relation to the Losses and allow the Company or its appointed representative to attend all material meetings in relation to the Losses and receive copies of material legal advice obtained by the Indemnified Party in relation to the Losses; (iv) the Company will keep strictly confidential all information received by it in connection with the Losses and will not disclose any information to any third party without the prior written consent of the Indemnified Party (except as required by any member applicable law); (v) no Obligor shall be liable for any settlement of the GroupLosses unless the Company has consented to that settlement; and (vi) other than claims against no Indemnified Party shall be required to comply with paragraphs (i), (ii) or (iii) nor shall paragraph (v) apply unless the Agent or any Issuing Bank or any Arranger Indemnified Party is and continues to be indemnified on a current basis for its costs and expenses. Any third party referred to in its capacity as, or in fulfilling its role as, this paragraph (b) may rely on this Clause 16.2 subject to Clause 1.4 (Third party rights) and the Agent or an Issuing Bank or an Arranger or any similar role under this Agreementprovisions of the Third Parties Act.

Other indemnities. Subject to and without any duplication of Clause 16.3 (Enforcement Costs) which shall prevail over this Clause 14.2, the Company 14.2.1 The Borrowers shall (or shall procure that an another Obligor will), within five three Business Days of demanddemand by a Finance Party, indemnify each Finance Party against any cost (which in the case of counsel, shall be limited to the fees, charges and disbursements of (x) one primary counsel and one local counsel in each applicable jurisdiction for the Agent, (y) one additional primary counsel and one additional local counsel in each applicable jurisdiction, for all Lenders other than the Agent and (z) additional counsel for affected Lenders in light of actual or potential conflicts of interest), loss or liability Losses incurred by that Finance Party as a result of: (a) the occurrence of any Event of Default; (b) a failure by an Obligor to pay any amount due by an Obligor under a Finance Document on its due date, including without limitation, any cost, loss or liability and all Losses arising as a result of Clause 27 clause 36 (Sharing among the Finance Parties); (c) funding, or making arrangements to issue any L/G fund, its participation in the Advances requested by a Borrower the Borrowers in a Utilisation Request but not made by reason of the operation of any one or more of the provisions of this Agreement (other than by reason of default or negligence by that Finance Party alone); or (d) a Utilisation the Advances (or part of a Utilisationthe Advances) not being prepaid in accordance with a notice of prepayment given by a Borrower the Borrowers. 14.2.2 The Borrowers shall (or shall procure that another Obligor will), within three Business Days of demand by an Indemnified Person, indemnify each Indemnified Person against any and all Losses, joint or several that may be incurred by or asserted or awarded against any Indemnified Person, in each case arising out of or in connection with or relating to any claim investigation, litigation or proceeding (or the Companypreparation of any defence with respect thereto) commenced or threatened in relation to this Agreement (or the transactions contemplated hereby) or any use made or proposed to be made with the proceeds of the Facility (including an Environmental Claim made or asserted against such Indemnified Person if such Environmental Claim would not have been, provided that or been capable of being, made or asserted against such Indemnified Person if the Finance Parties had not entered into any of the Finance Documents and/or exercised any of their rights, powers and discretions thereby conferred and/or performed any of their obligations thereunder and/or been involved in any of the transactions contemplated by the Finance Documents). This indemnity shall notapply whether or not such claims, as to investigation, litigation or proceedings is brought by any Finance PartyObligor, be available any other Group Member, any of their shareholders, their Affiliates, or creditors, or an Indemnified Person or any other person, or an Indemnified Person is otherwise a party thereto, except to the extent that such losses, claims, damages, liabilities or related expenses Losses are determined found in a final non-appealable judgement by a court of competent jurisdiction by final and non-appealable judgement to have resulted from any dispute solely among such Indemnified Person’s gross negligence or wilful misconduct. Each Indemnified Person may enforce and enjoy the Finance benefit of this clause 14.2.2 under the Third Parties (not arising as a result of any act or omission by any member of the Group) other than claims against the Agent or any Issuing Bank or any Arranger in its capacity as, or in fulfilling its role as, the Agent or an Issuing Bank or an Arranger or any similar role under this AgreementAct.

Other indemnities. Subject to and without any duplication of Clause 16.3 (Enforcement Costs) which shall prevail over this Clause 14.2, the Company The Borrower shall (or shall procure that an Obligor will), within five Business Days of demand, indemnify each Finance Party (including any of its affiliates, employees, directors, officers, partners and agents) against any cost (which in the case of counsel, shall be limited to the fees, charges and disbursements of (x) one primary counsel and one local counsel in each applicable jurisdiction for the Agent, (y) one additional primary counsel and one additional local counsel in each applicable jurisdiction, for all Lenders other than the Agent and (z) additional counsel for affected Lenders in light of actual or potential conflicts of interest)cost, loss or liability incurred by that Finance Party in connection with or as a result of: (a) the occurrence of any Event of Default;; WTL/1019005126/Third Amended and Restated FA (b) a failure by an Obligor to pay any amount due by an Obligor under a Finance Document on its due datedate or in the relevant currency, including without limitation, any cost, loss or liability arising as a result of Clause 27 29 (Sharing among the Finance Parties); (c) funding, or making arrangements to issue any L/G fund, its participation in a Loan requested by a the Borrower in a Utilisation Request but not made by reason of the operation of any one or more of the provisions of this Agreement; (d) a Loan (or part of a Loan) not being prepaid in accordance with a notice of prepayment given by the Borrower (except where this Agreement provides that such notice can be revoked or made subject to conditions and the Borrower revokes such notice or, as the case may be, notifies the Agent that such conditions have not been satisfied, not later than 11:00 a.m. two Business Days before the scheduled date for such prepayment) or as required by this Agreement (other than by reason of default or negligence by that Finance Party aloneParty); or (de) any investigative, administrative or judicial proceedings or hearing commenced or threatened by any person, whether or not such Finance Party shall be designated as a Utilisation party or a potential party thereto, (including any fees or part expenses incurred by such Finance Party in enforcing its indemnity under this Clause 16.2), arising out of a Utilisationor in connection with: (i) not being prepaid in accordance with a notice of prepayment given by a Borrower the Finance Documents or the Companytransactions contemplated thereby; (ii) any enforcement of any of the Finance Documents (including any sale of, collection from or other realisation upon any Security or Guarantee); or (iii) any breach of Environmental Law, provided that such indemnity that: (A) no Obligor shall not, as have any obligation under this Clause 16.2 to indemnify any Finance PartyParty for any cost, be available loss or liability to the extent that arising from the wilful default, gross negligence or wilful misconduct of such lossesFinance Party alone, claims, damages, liabilities or related expenses are as determined by in a final non-appealable judgment of a court of competent jurisdiction jurisdiction; and (B) this Clause 16.2 does not apply to the extent any cost, loss or liability is compensated for by final Clause 13 (Tax gross-up and non-appealable judgement to have resulted from any dispute solely among the Finance Parties indemnities) or Clause 14 (not arising as a result of any act or omission by any member of the Group) other than claims against the Agent or any Issuing Bank or any Arranger in its capacity as, or in fulfilling its role as, the Agent or an Issuing Bank or an Arranger or any similar role under this AgreementIncreased costs).