Common use of Other indemnities Clause in Contracts

Other indemnities. (a) The Borrower shall (or the Parent shall procure that an Obligor will), within three Business Days of demand, indemnify each Administrative Party and each other Secured Party against any cost, loss or liability incurred by it as a result of: (i) the occurrence of any Event of Default; (ii) a failure by an Obligor to pay any amount due under a Finance Document on its due date, including without limitation, any cost, loss or liability arising as a result of Clause 29 (Sharing Among the Finance Parties); (iii) funding, or making arrangements to fund, its participation in a Utilisation requested by 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); (iv) a Utilisation (or part of a Utilisation) not being prepaid in accordance with a notice of prepayment given by the Borrower. (b) The Borrower shall promptly indemnify each Finance Party, 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 Facility or the funding of the NEXT System (including but not limited to those incurred in connection with any litigation, arbitration or administrative proceedings or regulatory enquiry concerning the Facility), 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 Finance Party or its Affiliate may rely on this Clause 16.2 subject to Clause 1.3 (Third party rights) and the provisions of the Third Parties Act.

Other indemnities. (a) The Borrower shall (or the Parent shall procure that an Obligor a Security Party will), within three Business Days of demand, indemnify each Administrative Party and each other Secured Finance Party against any cost, loss or liability incurred by it as a result of: (i) the occurrence of any Event of Default; (ii) a failure by an Obligor a Security Party to pay any amount due under a Finance Document on its due date, including without limitation, any cost, loss or liability arising as a result of Clause 29 (Sharing Among the Finance Parties)15.16; (iiiii) funding, or making arrangements to fund, its participation in a Utilisation requested by 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); (iv) a Utilisation Loan (or part of a Utilisationthe Loan) not being prepaid in accordance with a notice of prepayment given by the Borrower. (b) The Borrower shall promptly indemnify each Finance Party, 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 Facility Acquisition or the funding of the NEXT System Acquisition (including but not limited to those incurred in connection with any litigation, arbitration or administrative proceedings or regulatory enquiry concerning the FacilityAcquisition), 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 Finance Party or its Affiliate may rely on this Clause 16.2 subject to Clause 1.3 (Third party rights) and the provisions of the Third Parties Act8.5.

Other indemnities. (a) The Borrower Company shall (or the Parent shall procure that an Obligor will), within three (3) Business Days of demand, indemnify each Administrative Party the Arranger and each other Secured Party against any cost, loss or liability incurred by it as a result of: (i) the occurrence of any Event of Default; (ii) a failure by an Obligor to pay any amount due under a Finance Document on its due date, including without limitation, any cost, loss or liability arising as a result of Clause 29 clause 33 (Sharing Among among the Finance Parties); (iii) funding, or making arrangements to fund, its participation in a Utilisation requested by a Borrower or the Borrower 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 (iv) a Utilisation (or part of a Utilisation) not being prepaid in accordance with a notice of prepayment given by a Borrower or the BorrowerCompany. (b) The Borrower Company shall promptly indemnify each Finance Party, 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 use of proceeds under the Facility or Transaction Security being taken over the funding of the NEXT System Charged Property (including but not limited to those incurred in connection with any litigation, arbitration or administrative proceedings or regulatory enquiry concerning the use of proceeds under the Facility), 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 Finance Party or its Affiliate may rely on this Clause 16.2 clause 17.2 subject to Clause 1.3 clause 1.4 (Third party rights) and the provisions of the Third Parties Act.

Other indemnities. (a) The Borrower Company shall (or the Parent shall procure that an Obligor will), within three Business Days of demand, indemnify each Administrative Party the MLABs and each other Secured Party against any cost, loss or liability incurred by it as a result of: (i) the occurrence of any Event of Default; (ii) a failure by an Obligor to pay any amount due under a Finance Document on its due date, including without limitation, any cost, loss or liability arising as a result of Clause 29 39 (Sharing Among among the Finance Parties); (iii) funding, or making arrangements to fund, its participation in a Utilisation requested by the 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) any liability under any Environmental Law relating (directly or indirectly) to any asset owned by any Obligor; or (v) a Utilisation (or part of a Utilisation) not being prepaid in accordance with a notice of prepayment given by the BorrowerCompany. (b) The Borrower Company shall (or shall procure that an Obligor will) promptly indemnify each Finance Party, 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 Facility each Acquisition or the funding of the NEXT System each Acquisition (including but not limited to those incurred in connection with any litigation, arbitration or administrative proceedings or regulatory enquiry concerning the Facilityeach Acquisition), 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 Finance Party or its Affiliate may rely on this Clause 16.2 subject to Clause 1.3 1.4 (Third party rights) and the provisions of the Third Parties Act).

Other indemnities. (a) The Borrower Issuer shall (or the Parent shall procure that an another Obligor will), within three five Business Days of demand, indemnify each Administrative Party the Arranger and each other Secured Party against any cost, loss or liability incurred by it that Secured Party as a result of: (i) the occurrence of any Event of Default; (ii) a failure by an Obligor to pay any amount due under a Finance Document on its due date, including without limitationincluding, any cost, loss or liability arising as a result of Clause 29 34 (Sharing Among among the Finance Parties); (iii) funding, or making arrangements to fund, its participation in a Utilisation subscription for the Notes requested by the Borrower Issuer in a Utilisation Subscription 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 (iv) a Utilisation the Notes (or part of a Utilisationthe Notes) not being prepaid redeemed in accordance with a notice of prepayment redemption given by the BorrowerIssuer. (b) The Borrower Issuer shall promptly indemnify each Finance Party, 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 Facility any Funded PC Acquisition or the funding of the NEXT System any Funded PC Acquisition (including but not limited to those incurred in connection with any litigation, arbitration or administrative proceedings or regulatory enquiry concerning the Facilitya Funded PC Acquisition), 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 Finance Party or its Affiliate may rely on this Clause 16.2 subject to Clause 1.3 (Third party rights) and the provisions of the Third Parties Act.

Other indemnities. (a) The Borrower shall (or the Parent shall procure that an Obligor will)shall, within three Business Days of demand, indemnify each Administrative Party and each other Secured Finance Party against any cost, loss or liability incurred by it that Finance Party as a result of: (i) the occurrence of any Event of DefaultDefault or Sanctions Event; (ii) a failure by an Obligor the Borrower to pay any amount due under a Finance Document on its due date, including without limitation, any cost, loss or liability arising as a result of Clause 29 28 (Sharing Among among the Finance Parties); (iii) funding, or making arrangements to fund, its participation in a Utilisation Loan requested by 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 (iv) a Utilisation Loan (or part of a UtilisationLoan) not being prepaid in accordance with a notice of prepayment given by the Borrower. (b) The Borrower shall promptly indemnify each Finance Party, 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 Facility Bid, the Bid Acquisition, the SPA Acquisition, the Reopening, or the Reopening Acquisition or the funding of the NEXT System (Bid, the Bid Acquisition, the SPA Acquisition, the Reopening or the Reopening Acquisition including but not limited to those incurred in connection with any litigation, arbitration or administrative proceedings or regulatory enquiry concerning the Facility)Bid, the Bid Acquisition, the SPA Acquisition, the Reopening or the Reopening Acquisition and 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 Finance Party or its Affiliate may rely on this Clause 16.2 subject to Clause 1.3 (Third party rights) and the provisions of the Third Parties Act.

Other indemnities. (a) 15.2.1 The Borrower shall (or the Parent shall procure that an Obligor will), within three Business Days of demand, indemnify each Administrative Party and each other Secured Senior Finance Party against any cost, loss or liability incurred by it as a result of: (ia) the occurrence of any Event of Default; (iib) a failure by an Obligor to pay any amount due under a Finance Document on its due date, including without limitation, any cost, loss or liability arising as a result of Clause 29 clause 28 (Sharing Among among the Senior Finance Parties); (iiic) funding, or making arrangements to fund, its participation in a Utilisation Loan requested by the Borrower 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 Senior Finance Party alone);; or (ivd) a the Utilisation (or part of a the Utilisation) not being prepaid in accordance with a notice of prepayment given by the Borrower. (b) 15.2.2 The Borrower shall promptly indemnify each Senior Finance Party, each Affiliate of a Senior Finance Party and each officer or employee of a Senior Finance Party or its Affiliate, against any cost, loss or liability incurred (provided in relation to a cost, it was reasonably incurred) by that Senior Finance Party or its Affiliate (or officer or employee of that Senior Finance Party or Affiliate) in connection with or arising out of the Facility or the funding of the NEXT System Acquisition (including but not limited to those incurred in connection with any litigation, arbitration or administrative proceedings or regulatory enquiry concerning the FacilityAcquisition), unless such loss or liability is caused by the gross negligence or wilful misconduct of that Senior Finance Party or its Affiliate (or employee or officer of that Senior Finance Party or Affiliate). Any Affiliate or any officer or employee of a Senior Finance Party or its Affiliate may rely on this Clause 16.2 subject to Clause 1.3 (Third party rights) and the provisions of the Third Parties Actclause 15.2, as a stipulatio xxxxxx.

Other indemnities. (a) The Borrower Parent shall (or the Parent shall procure that an Obligor will), within three Business Days of demand, indemnify each Administrative Party the Arranger and each other Secured Party against any cost, loss or liability incurred by it as a result of: (i) the occurrence of any Event of Default; (ii) a failure by an Obligor to pay any amount due under a Finance Document on its due date, including without limitation, any cost, loss or liability arising as a result of Clause 29 32 (Sharing Among among the Finance Parties); (iii) funding, or making arrangements to fund, its participation in a Utilisation requested by the 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 a Letter of Credit requested by the Parent or 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 (v) a Utilisation (or part of a Utilisation) not being prepaid in accordance with a notice of prepayment given by a Borrower or the BorrowerParent. (b) The Borrower Parent shall promptly indemnify each Finance Party, 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 Facility Acquisition or the funding of the NEXT System Acquisition (including but not limited to those incurred in connection with any litigation, arbitration or administrative proceedings or regulatory enquiry concerning the FacilityAcquisition), 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 Finance Party or its Affiliate may rely on this Clause 16.2 19.2 subject to Clause 1.3 1.8 (Third party rights) and the provisions of the Third Parties Act.

Other indemnities. (a) The Borrower shall (or the Parent shall procure that an another Obligor will), within three (3) Business Days of demanddemand by a Finance Party, indemnify each Administrative Party and each other Secured Finance Party against any cost, loss or liability and all Losses incurred by it that Finance Party as a result of: (i) the occurrence of any Event of Default; (ii) a failure by an Obligor to pay any amount due 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 29 clause 38 (Sharing Among among the Finance Parties);; or (iii) funding, or making arrangements to fund, its participation in a Utilisation an Advance requested by 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 (iv) a Utilisation an Advance (or part of a Utilisationan Advance) not being prepaid in accordance with a notice of prepayment given by the Borrower. (b) The Borrower shall (or shall procure that another Obligor will) promptly indemnify each Finance Party, 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 Facility transactions contemplated by or entered into in connection with the funding of the NEXT System Transaction Documents (including but not limited to those incurred in connection with any litigation, arbitration or administrative proceedings or regulatory enquiry concerning the Facilitytransactions 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 default of that Finance Party or its Affiliate (or officer or employee or officer of that Finance Party or Affiliate). Any Affiliate or any officer or employee of a Finance Party or its Affiliate may rely on this Clause 16.2 clause 15.2 subject to Clause 1.3 clause 1.4 (Third party rights) and the provisions of the Third Parties Act.

Other indemnities. (a) The Borrower shall (or the Parent shall procure that an Obligor a Loan Party will), within three Business Days of demand, indemnify each Administrative Party the Arrangers and each other Secured Party against any cost, loss or liability incurred by it as a result of: (i) the occurrence of any Event of Default; (ii) a failure by an Obligor a Loan Party to pay any amount due under a Finance Document on its due date, including including, without limitation, any cost, loss or liability arising as a result of Clause 29 30 (Sharing Among among the Finance Parties); (iii) funding, or making arrangements to fund, its participation in a Utilisation Loan requested by 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: (other than A) by reason of the fraud, default or negligence by that Finance Party alone);; and (B) loss of Margin; or (iv) a Utilisation Loan (or part of a UtilisationLoan) not being prepaid in accordance with a notice of prepayment given by the Borrower. (b) The Borrower shall promptly indemnify each Finance Party, 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 Facility Transaction or the arranging, syndicating, underwriting or funding of the NEXT System Transaction (including but not limited to those incurred in connection with any litigation, arbitration or administrative proceedings or regulatory enquiry concerning the FacilityTransaction), unless such loss or liability is caused by the fraud, gross negligence or wilful misconduct of (or breach of a material term of any Finance Document by) 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 Finance Party or its Affiliate may rely on this Clause 16.2 subject to Clause 1.3 1.4 (Third party rights) and the provisions of the Third Parties Act. No Finance Party or its Affiliate (or employee or officer of that Finance Party) shall have any liability to any member of the Group or Affiliate thereof for consequential losses or damages.

Other indemnities. (a) The Borrower shall (or the Parent shall procure that an Obligor will)Obligors shall, within three Business Days of demand, indemnify each Administrative Party and each other Secured Finance Party against any cost, loss or liability incurred by it as a result of: (i) the occurrence of any Event of Default; (ii) a failure by an Obligor to pay any amount due under a Finance Document on its due date, including without limitation, any cost, loss or liability arising as a result of Clause 29 30 (Sharing Among among the Finance Parties); (iii) funding, or making arrangements to fund, its participation in a Utilisation requested by the 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 (iv) a Utilisation (or part of a Utilisation) not being prepaid in accordance with a notice of prepayment given by the a Borrower. (b) The Borrower Obligors shall promptly indemnify each Finance Party, 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 Facility transactions contemplated by the Finance Documents or funding the funding of transactions contemplated by the NEXT System Finance Documents (including but not limited to those incurred in connection with any litigation, arbitration or administrative proceedings or regulatory enquiry concerning the Facilitytransactions 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 Finance Party or its Affiliate may rely on this Clause 16.2 17.2 subject to Clause 1.3 1.4 (Third party rights) and the provisions of the Third Parties Act.

Other indemnities. (a) The Borrower Parent shall (or the Parent shall procure that an Obligor will), within three Business Days of demand, indemnify each Administrative Party the Arranger and each other Secured Party against any cost, loss or liability incurred by it as a result of: (i) the occurrence of any Event of Default; (ii) a failure by an Obligor to pay any amount due under a Finance Document on its due date, including without limitation, any cost, loss or liability arising as a result of Clause 29 33 (Sharing Among among the Finance Parties); (iii) funding, or making arrangements to fund, its participation in a Utilisation requested by the Parent or 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 (iv) a Utilisation (or part of a Utilisation) not being prepaid in accordance with a notice of prepayment given by a Borrower or the BorrowerParent. (b) The Borrower Parent shall promptly indemnify each Finance Party, 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 Facility Acquisition or the funding of the NEXT System Acquisition (including but not limited to those incurred in connection with any litigation, arbitration or administrative proceedings or regulatory enquiry concerning the FacilityAcquisition), 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 Finance Party or its Affiliate may rely on this Clause 16.2 17.2 subject to Clause 1.3 1.4 (Third party rights) and the provisions of the Third Parties Act.

Other indemnities. (a) 16.2.1 The Borrower shall (or the Parent shall procure that an Obligor will), within three Business Days of demand, indemnify each Administrative Party the Arranger and each other Secured Party against any cost, loss or liability incurred by it as a result of: (ia) the occurrence or continuance of any Event of Default; (iib) a failure by an Obligor to pay any amount due under a Finance Document on its due date, including without limitation, any cost, loss or liability arising as a result of Clause 29 28 (Sharing Among among the Finance Parties); (iiic) funding, or making arrangements to fund, its participation in a Utilisation Loan requested by 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 (ivd) a Utilisation Loan (or part of a UtilisationLoan) not being prepaid in accordance with a notice of prepayment given by the Borrower. (b) 16.2.2 The Borrower shall promptly indemnify each Finance Party, 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 Facility Acquisition (whether or not completed) or the funding of the NEXT System Acquisition (including but not limited to those incurred in connection with any litigation, arbitration or administrative proceedings or regulatory enquiry concerning the FacilityAcquisition), 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 Finance Party or its Affiliate may rely on this Clause 16.2 Clauses 16.2.1(c) to 16.2.1(d) subject to Clause 1.3 1.8 (Third party rights) and the provisions of the Third Parties Act.

Other indemnities. (a) The Borrower Company shall (or the Parent shall procure that an Obligor will), within three Business Days of demand, indemnify each Administrative Party the MLABs and each other Secured Party against any cost, loss or liability incurred by it as a result of: (i) the occurrence of any Event of Default;; 0081727-0000042 SN:12155633.21 82 (ii) a failure by an Obligor to pay any amount due under a Finance Document on its due date, including without limitation, any cost, loss or liability arising as a result of Clause 29 39 (Sharing Among among the Finance Parties); (iii) funding, or making arrangements to fund, its participation in a Utilisation requested by the 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) any liability under any Environmental Law relating (directly or indirectly) to any asset owned by any Obligor; or (v) a Utilisation (or part of a Utilisation) not being prepaid in accordance with a notice of prepayment given by the BorrowerCompany. (b) The Borrower Company shall (or shall procure that an Obligor will) promptly indemnify each Finance Party, 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 Facility each Acquisition or the funding of the NEXT System each Acquisition (including but not limited to those incurred in connection with any litigation, arbitration or administrative proceedings or regulatory enquiry concerning the Facilityeach Acquisition), 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 Finance Party or its Affiliate may rely on this Clause 16.2 subject to Clause 1.3 1.4 (Third party rights) and the provisions of the Third Parties Act).

Other indemnities. (a) The Borrower shall (or the Parent shall procure that an Obligor will)Obligors, jointly and severally, shall, within three Business Days of demand, indemnify each Administrative Party and each other Secured Finance Party against and shall pay to each such Finance Party any cost, loss or liability incurred by it that Finance Party as a result of: (i) the occurrence of any Event of Default; (ii) a failure by an Obligor to pay any amount due under a Finance Document on its due date, including without limitation, any cost, loss or liability arising as a result of Clause 29 clause 28 (Sharing Among among the Finance Parties); (iii) funding, or making arrangements to fund, its participation in a Utilisation Loan requested by 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 (iv) a Utilisation Loan (or part of a UtilisationLoan) not being prepaid in accordance with a notice of prepayment given by the Borrower. (b) The Borrower shall Obligors shall, jointly and severally, promptly indemnify each Finance Party, 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 Facility use of proceeds under the Facilities or Transaction Security being taken over the funding of the NEXT System (including but not limited to those incurred in connection with any litigation, arbitration or administrative proceedings or regulatory enquiry concerning the Facility)Secured Property, 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 Finance Party or its Affiliate may rely on this Clause 16.2 subject to Clause 1.3 (Third party rights) and the provisions of the Third Parties Actclause 14.1.

Other indemnities. (a) The Borrower Parent shall (or the Parent shall procure that an Obligor will), within three Business Days of demand, indemnify each Administrative Party the Mandated Lead Arrangers and each other Secured Finance Party against any cost, loss or liability incurred by it as a result of: (i) the occurrence or continuance of any Event of Default; (ii) a failure by an Obligor to pay any amount due under a Finance Document on its due date, including without limitation, any cost, loss or liability arising as a result of Clause 29 clause 30 (Sharing Among among the Finance Parties); (iii) funding, or making arrangements to fund, its participation in a Utilisation Loan requested by the 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 (iv) a Utilisation Loan (or part of a UtilisationLoan) not being prepaid in accordance with a notice of prepayment given by a Borrower or the BorrowerParent. (b) The Borrower Parent shall promptly indemnify each Finance Party, 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 Facility or the funding of the NEXT System an acquisition (including but not limited to those incurred in connection with any litigation, arbitration or administrative proceedings or regulatory enquiry concerning the Facilitythat acquisition), 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 Finance Party or its Affiliate may rely on this Clause 16.2 clauses 17.2(a)(iii) to 17.2(a)(iv) subject to Clause clause 1.3 (Third party rights) and the provisions of the Third Parties Act.

Other indemnities. (a) The Borrower shall (or the Parent shall procure that an Obligor will)Company shall, within three 5 Business Days of demand, indemnify each Administrative Party and each other Secured Party against any cost, loss or liability incurred by it that Secured Party as a result of: (i) the occurrence of any Event of Default; (ii) a failure by an Obligor to pay any amount due under a Finance Document on its due date, including without limitation, any cost, loss or liability arising as a result of Clause 29 clause 28 (Sharing Among among the Finance Parties); (iii) funding, or making arrangements to fund, its participation in a Utilisation Loan requested by the Borrower 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 (iv) a Utilisation Loan (or part of a UtilisationLoan) not being prepaid in accordance with a notice of prepayment given by the BorrowerCompany. (b) The Borrower Company shall promptly within 5 Business Days of demand indemnify each Finance Party, 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 Facility Acquisition or the funding of the NEXT System Acquisition (including but not limited to those incurred in connection with any litigation, arbitration or administrative proceedings or regulatory enquiry concerning the FacilityAcquisition), 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 Finance Party or its Affiliate may rely on this Clause 16.2 subject to Clause 1.3 (Third party rights) and the provisions of the Third Parties Act.clause

Other indemnities. (a) The Borrower shall (or the Parent shall procure that an Obligor will), within three Business Days of demand, indemnify each Administrative Party the Arranger and each other Secured Interim Finance Party against any cost, loss or liability incurred by it as a result of: (i) the occurrence of any Event of Default; (ii) a failure by an Obligor to pay any amount due under a Finance an Interim Document on its due date, including without limitation, any cost, loss or liability arising as a result of Clause 29 25 (Sharing Among among the Interim Finance Parties); (iii) funding, or making arrangements to fund, its participation in a Utilisation an Interim Loan requested by the 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 letter (other than by reason of default or gross negligence or material breach by that Interim Finance Party alone);; or (iv) a Utilisation an Interim Loan (or part of a Utilisationan Interim Loan) not being prepaid in accordance with a notice of prepayment given by the a Borrower. (b) The Borrower shall promptly indemnify each Interim Finance Party, each Affiliate of a each Interim Finance Party and each officer or employee of a each Interim Finance Party or any of its AffiliateAffiliates, against any cost, loss or liability incurred by that Interim Finance Party or its Affiliate (or officer or employee of that Interim Finance Party or Affiliate) (i) in connection with or arising out of the Facility Acquisition or the funding of the NEXT System Acquisition (including but not limited to those incurred in connection with any litigation, arbitration or administrative proceedings or regulatory enquiry concerning the Facility)Acquisition) or (ii) in the event that the Acquisition is not consummated and the Closing Date does not occur, unless such loss or liability is caused by the gross negligence or wilful misconduct or material breach of that Interim Finance Party or its Affiliate (or employee or officer of that Interim Finance Party or Affiliate). Any Each Affiliate or any of an Interim Finance Party and each officer or employee of a an Interim Finance Party or any of its Affiliate Affiliates may rely on this Clause 16.2 14.2 subject to Clause 1.3 paragraph 3 (Third party rights) of Appendix 1 (Definitions and interpretation) and the provisions of the Third Parties Act.

Other indemnities. (a) The Borrower Company shall (or the Parent shall procure that an Obligor will), within three five Business Days of demand, indemnify each Administrative Party and each other Secured Party against any cost, loss or liability incurred by it as a result of: (i) the occurrence of any Event of Default; (ii) a failure by an Obligor to pay any amount due under a Finance Document on its due date, including including, without limitation, any cost, loss or liability arising as a result of Clause 29 30 (Sharing Among among the Finance PartiesParties and Hedge Counterparties); (iii) funding, or making arrangements to fund, its participation in a Utilisation requested by the 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 (iv) a Utilisation (or part of a Utilisation) not being prepaid in accordance with a notice of prepayment given by a Borrower or the BorrowerCompany. (b) The Borrower Company shall promptly indemnify each Finance Party, 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 Facility Acquisition or the funding of the NEXT System Acquisition (including but not limited to those incurred in connection with any litigation, arbitration or administrative proceedings or regulatory enquiry concerning the FacilityAcquisition), 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 Finance Party or its Affiliate may rely on this Clause 16.2 17.2 subject to Clause 1.3 (Third party rights) and the provisions of the Third Parties Act.

Other indemnities. (a) The Borrower shall (or the Parent shall procure that an Obligor will), within three Business Days of demand, indemnify each Administrative Party and each other Secured Party against any cost, loss or liability incurred by it as a result of: (i) the occurrence of any Event of Default; (ii) a failure by an Obligor to pay any amount due under a Finance Document on its due date, including without limitation, any cost, loss or liability arising as a result of Clause 29 (Sharing Among the Finance Parties); (iii) funding, or making arrangements to fund, its participation in a Utilisation requested by 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); (iv) a Utilisation (or part of a Utilisation) not being prepaid in accordance with a notice of prepayment given by the Borrower. (b) The Borrower shall promptly indemnify each Finance Party, 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 Facility or the funding of the NEXT System (including but not limited to those incurred in connection with any litigation, arbitration or administrative proceedings or regulatory enquiry concerning the Facility), 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 0080105-0000405 PA:20488617.7 88 Affiliate). Any Affiliate or any officer or employee of a Finance Party or its Affiliate may rely on this Clause 16.2 subject to Clause 1.3 (Third party rights) and the provisions of the Third Parties Act.

Other indemnities. (a) The Borrower shall (or the Parent shall procure that an Obligor will)shall, within three five Business Days of demand, indemnify each Administrative Party and each other Secured Finance Party against any cost, loss or liability incurred by it as a result of: (i) the occurrence of any Event of Default; (ii) a failure by an Obligor the Borrower to pay any amount due under a Finance Document on its due date, including without limitation, any cost, loss or liability arising as a result of Clause 29 25 (Sharing Among among the Finance Parties); (iii) funding, or making arrangements to fund, its participation in a Utilisation requested by 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); (iv) a Utilisation (or part of a Utilisation) not being prepaid in accordance with a notice of prepayment given by the Borrower. (b) The Borrower shall promptly indemnify each Finance Party, 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 Facility Acquisition or the funding of the NEXT System Acquisition (including but not limited to those incurred in connection with any litigation, arbitration or administrative proceedings or regulatory enquiry concerning the FacilityAcquisition), 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 Finance Party or its Affiliate may rely on this Clause 16.2 subject to Clause 1.3 (Third party rights) and the provisions of the Third Parties Act14.2.

Other indemnities. (a) 16.2.1 The Borrower Parent shall (or the Parent shall procure that an Obligor will), within three Business Days of demand, indemnify each Administrative Party the Arrangers and each other Secured Party against any cost, loss or liability incurred by it as a result of: (ia) the occurrence or continuance of any Event of Default; (iib) a failure by an Obligor to pay any amount due under a Finance Document on its due date, including without limitation, any cost, loss or liability arising as a result of Clause 29 (Sharing Among among the Finance Parties); (iiic) funding, or making arrangements to fund, its participation in a Utilisation Loan requested by the 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 (ivd) a Utilisation Loan (or part of a UtilisationLoan) not being prepaid in accordance with a notice of prepayment given by a Borrower or the BorrowerParent. (b) 16.2.2 The Borrower Parent shall promptly indemnify each Finance Party, 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 Facility or the funding of the NEXT System an acquisition (including but not limited to those incurred in connection with any litigation, arbitration or administrative proceedings or regulatory enquiry concerning the Facilitythat acquisition), 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 Finance Party or its Affiliate may rely on this Clause 16.2 subject Clauses 16.2.1(c) to Clause 1.3 (Third party rights) and the provisions of the Third Parties Act.16.2.1

Other indemnities. (a) The Borrower shall (or the Parent shall procure that an Obligor will), within three Business Days of demand, indemnify each Administrative Party the Arrangers and each other Secured Party against any cost, loss or liability incurred by it as a result of: (i) the occurrence or continuance of any Event of Default; (ii) a failure by an Obligor to pay any amount due under a Finance Document on its due date, including without limitation, any cost, loss or liability arising as a result of Clause clause 29 (Sharing Among among the Finance Parties); (iii) funding, or making arrangements to fund, its participation in a Utilisation Loan requested by 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 (iv) a Utilisation Loan (or part of a UtilisationLoan) not being prepaid in accordance with a notice of prepayment given by the Borrower. (b) The Borrower shall promptly indemnify each Finance Party, 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 Facility Acquisition (whether or not completed) or the funding of the NEXT System Acquisition (including but not limited to those incurred in connection with any litigation, arbitration or administrative proceedings or regulatory enquiry concerning the FacilityAcquisition), 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 Finance Party or its Affiliate may rely on this Clause 16.2 clauses 16.2(a)(iii) to 16.2(a)(iv) subject to Clause 1.3 clause 1.8 (Third party rights) and the provisions of the Third Parties Act.

Other indemnities. (a) The Borrower shall (or the Parent shall procure that an Obligor will)Obligors shall, within three Business Days of demand, indemnify each Administrative Party and each other Secured Finance Party against any cost, loss or liability incurred by it as a result of: (i) the occurrence of any Event of Default; (ii) a failure by an Obligor to pay any amount due under a Finance Document on its due date, including without limitation, any cost, loss or liability arising as a result of Clause 29 30 (Sharing Among among the Finance Parties); (iii) funding, or making arrangements to fund, its participation in a Utilisation requested by the 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 (iv) a Utilisation (or part of a Utilisation) not being prepaid in accordance with a notice of prepayment given by the a Borrower. (b) The Borrower Obligors shall promptly indemnify each Finance Party, 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 Facility transactions contemplated by the Finance Documents or funding PRAGUE 2451640 44 the funding of transactions contemplated by the NEXT System Finance Documents (including but not limited to those incurred in connection with any litigation, arbitration or administrative proceedings or regulatory enquiry concerning the Facilitytransactions 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 Finance Party or its Affiliate may rely on this Clause 16.2 17.2 subject to Clause 1.3 1.4 (Third party rights) and the provisions of the Third Parties Act.

Other indemnities. (a) 18.2.1 The Borrower Parent shall (or the Parent shall procure that an Obligor will), within three Business Days of demand, indemnify each Administrative Party and each other Secured Party against any cost, loss or liability incurred by it as a result of:of:- (i) the occurrence of any Event of Default; (ii) a failure by an Obligor to pay any amount due under a Finance Document on its due date, including without limitation, any cost, loss or liability arising as a result of Clause 29 34 (Sharing Among among the Finance Parties); (iii) funding, or making arrangements to fund, its participation in a Utilisation requested by the 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) a Utilisation (or part of a Utilisation) not being prepaid in accordance with a notice of prepayment given by a Borrower or the BorrowerParent. (b) 18.2.2 The Borrower Parent shall promptly indemnify each Finance Party, 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 Facility or the funding of the NEXT System Borrowers (including but not limited to those incurred in connection with any litigation, arbitration or administrative proceedings or regulatory enquiry concerning the FacilityAcquisition), 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 Finance Party or its Affiliate may rely on this Clause 16.2 subject to Clause 1.3 (Third party rights) and the provisions of the Third Parties Act18.2.