Common use of GUARANTEE AND INDEMNITY Clause in Contracts

GUARANTEE AND INDEMNITY. The Guarantor unconditionally and irrevocably: (a) guarantees to the Security Trustee (acting on behalf of the Secured Parties) punctual performance by the Borrower of all the Borrower's obligations under or in connection with the Loan Agreement and every other Finance Document; (b) undertakes to the Security Trustee that whenever the Borrower does not pay any amount when due under or in connection with the Loan Agreement and the other Finance Documents, the Guarantor shall immediately on demand pay that amount as if it was the principal obligor; (c) agrees that if any obligation guaranteed by it is or becomes unenforceable, invalid or illegal, it will, as an independent and primary obligation, indemnify the Security Trustee and each other Secured Party immediately on demand by the Security Trustee against any cost, loss or liability it incurs as a result of the Borrower not paying any amount which would, but for such unenforceability, invalidity or illegality, have been payable by it under the Loan Agreement or any other Finance Document on the date when it would have been due. Any such demand for indemnification shall be made through the Security Trustee, for itself or on behalf of the Secured Parties. The amount payable by the Guarantor under this indemnity will not exceed the amount it would have had to pay under this Clause 2.1 (Guarantee and indemnity) if the amount claimed had been recoverable on the basis of a guarantee.

GUARANTEE AND INDEMNITY. The Guarantor unconditionally 17.1 Guarantee and irrevocably:indemnity (a) guarantees to the Security Trustee (acting on behalf of the Secured Parties) each Finance Party punctual performance by each Borrower and the Borrower Parent of all that Borrower’s and the Borrower's Parent’s obligations under or in connection with the Loan Agreement and every other Finance DocumentDocuments; (b) undertakes to the Security Trustee with each Finance Party that whenever a Borrower or the Borrower Parent does not pay any amount when due under or in connection with the Loan Agreement and the other any Finance DocumentsDocument, the that Guarantor shall immediately on demand pay that amount as if it was the principal obligor;; and (c) agrees with each Finance Party that if any obligation guaranteed by it is or becomes unenforceable, invalid or illegal, it will, as an independent and primary obligation, indemnify the Security Trustee and each other Secured that Finance Party immediately on demand by (and shall make the Security Trustee relevant payment within five (5) Business Days of demand) against any cost, loss or liability it incurs as a result of a Borrower or the Borrower Parent not paying any amount which would, but for such unenforceability, invalidity or illegality, have been payable by it under the Loan Agreement or any other Finance Document on the date when it would have been due. Any such demand for indemnification shall be made through the Security Trustee, for itself or on behalf of the Secured Parties. The amount payable by the a Guarantor under this indemnity will not exceed the amount it would have had to pay under this Clause 2.1 (Guarantee and indemnity) 17 if the amount claimed had been recoverable on the basis of a guarantee.

GUARANTEE AND INDEMNITY. The In consideration of the Finance Parties entering into this Agreement and, where applicable, the other Finance Documents and performing their obligations thereunder and the High Yield Hedging Banks from time to time entering into the High Yield Hedging Agreements respectively, each Guarantor unconditionally irrevocably and irrevocablyunconditionally, jointly and severally: (a) guarantees to each Finance Party and the Security Trustee (acting Agent on behalf of the Secured Parties) Beneficiaries punctual performance by the each Borrower and each High Yield Hedging Counterparty of all the Borrower's their respective obligations under or in connection with the Loan Agreement and every other Finance DocumentGuaranteed Documents; (b) undertakes to with each Finance Party and the Security Trustee Agent on behalf of the Beneficiaries that whenever the a Borrower or a High Yield Hedging Counterparty does not pay any amount when due under or in connection with the Loan Agreement and the other Finance Documentsany Guaranteed Document, the that Guarantor shall immediately on demand pay that amount as if it was the principal obligor;; and (c) agrees indemnifies each Finance Party and the Security Agent on behalf of the Beneficiaries immediately on demand against any cost, loss or liability suffered by that Finance Party or Beneficiary if any obligation guaranteed by it is or becomes unenforceable, invalid or illegal, it will, as an independent and primary obligation, indemnify . The amount of the Security Trustee and each other Secured Party immediately on demand by the Security Trustee against any cost, loss or liability shall be equal to the amount which that Finance Party or Beneficiary would otherwise have been entitled to recover. Any demand issued to a Guarantor under this Clause 14.1 shall be copied to UPC Broadband at the same time as it incurs as a result is issued to the relevant Guarantor, provided that failure to do so shall not affect the validity or effectiveness of the Borrower not paying any amount which would, but for such unenforceability, invalidity demand or illegality, have been payable by it under the Loan Agreement or any other Finance Document on the date when it would have been due. Any such demand for indemnification shall be made through the Security Trustee, for itself or on behalf obligations of the Secured Parties. The amount payable by the Guarantor under this indemnity will not exceed the amount it would have had to pay under this Clause 2.1 14 (Guarantee and indemnity) if the amount claimed had been recoverable on the basis of a guaranteeGuarantee).

GUARANTEE AND INDEMNITY. The Guarantor unconditionally Parent irrevocably and irrevocablyunconditionally: (a) guarantees to the Security Trustee Agent (acting on behalf of as trustee for the Secured Finance Parties) and the other Finance Parties punctual performance by the Borrower each other Obligor of all the Borrower's such Obligor’s obligations under or in connection with the Loan Agreement and every other Finance DocumentDocuments; (b) undertakes to with the Security Trustee Agent (as trustee for the Finance Parties) and the other Finance Parties that whenever the Borrower another Obligor does not pay any amount when due under or in connection with the Loan Agreement and the other any Finance DocumentsDocument, the Guarantor it shall immediately on demand pay that amount as if it was the principal obligor;; and (c) agrees with the Agent (as trustee for the Finance Parties) and the other Finance Parties that if any obligation guaranteed by it is or becomes unenforceable, invalid or illegal, it will, as an independent and primary obligation, obligation indemnify the Security Trustee and each other Secured that Finance Party immediately on demand by the Security Trustee against any cost, loss or liability it incurs as a result of the Borrower not paying any amount which would, but for such unenforceability, invalidity or illegality, have been payable by it the Borrower under the Loan Agreement or any other Finance Document on the date when it would have been due. Any such demand for indemnification shall be made through the Security Trustee, for itself or on behalf of the Secured Parties. The amount payable by the Guarantor Parent under this indemnity will not exceed the amount it would have had to pay under this Clause 2.1 (Guarantee and indemnity) clause 17.1 if the amount claimed had been recoverable on the basis of a guarantee.

GUARANTEE AND INDEMNITY. The Each Guarantor (other than the Ultimate Parent) irrevocably and unconditionally jointly and irrevocablyseverally: (a) guarantees to the Security Trustee (acting on behalf of the each Secured Parties) Party punctual performance by the Borrower each Obligor Party of all the Borrower's that Obligor Party’s obligations under or in connection with the Loan Agreement and every other Finance DocumentTransaction Documents; (b) undertakes to the Security Trustee with each Secured Party that whenever the Borrower any Obligor Party does not pay any amount when due under or in connection with the Loan Agreement and the other Finance Documentsany Transaction Document, the Guarantor shall immediately on demand pay that amount as if it was the principal obligor; (c) agrees with each Secured Party that if any obligation guaranteed by it is or becomes unenforceable, invalid or illegal, it will, as an independent and primary obligation, indemnify the Security Trustee and each other that Secured Party immediately on demand by the Security Trustee against any cost, loss or liability it incurs as a result of the Borrower any Obligor Party not paying any amount which would, but for such unenforceability, invalidity or illegality, have been payable by it under the Loan Agreement or any other Finance Transaction Document on the date when it would have been due. Any such demand for indemnification shall be made through the Security Trustee, for itself or on behalf of the Secured Parties. The amount payable by the such Guarantor under this indemnity will not exceed the amount it would have had to pay under this Clause 2.1 (Guarantee and indemnity) 19 if the amount claimed had been recoverable on the basis of a guarantee; and (d) Notwithstanding clause (b) and (c) above, the Guarantors further agree that, whenever any Obligor Party has any amount due and payable under or in connection with any Transaction Document, the Security Agent shall be entitled to directly claim against any Guarantor in respect of any amount payable on any due date without first having recourse to such Obligor Party, and the Guarantors agree to pay each Secured Party such amount on or before each due date. The Guarantors further irrevocably authorise the Security Agent to directly deduct any balances in the Accounts to pay the amount payable on each due date, and the Security Agent is not required to serve any prior notice for such claim and deduction.

GUARANTEE AND INDEMNITY. The Each Guarantor irrevocably and unconditionally jointly and irrevocablyseverally: (a) guarantees to the Security Trustee (acting on behalf of the Secured Parties) each Finance Party punctual performance by the Borrower of all the Borrower's obligations under or in connection with the Loan Agreement and every other Finance DocumentDocuments; (b) undertakes to the Security Trustee with each Finance Party that whenever the Borrower does not pay any amount when due under or in connection with the Loan Agreement and the other any Finance Documents, the Document that Guarantor shall immediately on demand pay that amount as if it was were the principal obligor; (c) agrees with each Finance Party that if any obligation guaranteed by it is or becomes unenforceable, invalid or illegal, it will, as an independent and primary obligation, indemnify the Security Trustee and each other Secured that Finance Party immediately on demand by the Security Trustee against any cost, loss or liability it incurs as a result of the a Borrower not paying any amount which would, but for such unenforceability, invalidity or illegality, have been payable by it under the Loan Agreement or any other Finance Document on the date when it would have been due. Any such demand for indemnification shall be made through the Security Trustee, for itself or on behalf of the Secured Parties. The amount payable by the a Guarantor under this indemnity will not exceed the amount it would have had to pay under this Clause 2.1 (Guarantee and indemnity) 15 if the amount claimed had been recoverable on the basis of a guarantee; and (d) confirms in accordance with Clause 10.2 that this Clause shall apply in all respects to the Borrower's obligation with respect to the Discount Premium Amount.

GUARANTEE AND INDEMNITY. The Guarantor Subject to the proviso hereto, each Owner irrevocably and unconditionally jointly and irrevocablyseverally: (a) guarantees to the Security Trustee Agent (acting on behalf of as trustee for the Secured Finance Parties) and the other Finance Parties punctual performance by the Borrower each other Obligor of all the Borrower's such Obligor’s obligations under or in connection with the Loan Agreement and every other Finance DocumentDocuments; (b) undertakes to with the Security Trustee Agent (as trustee for the Finance Parties) and the other Finance Parties that whenever the Borrower another Obligor does not pay any amount when due under or in connection with the Loan Agreement and the other any Finance DocumentsDocument, the Guarantor it shall immediately on demand pay that amount as if it was the principal obligor;; and (c) agrees with the Security Agent (as trustee for the Finance Parties) and the other Finance Parties that if any obligation guaranteed by it is or becomes unenforceable, invalid or illegal, it will, as an independent and primary obligation, obligation indemnify the Security Trustee and each other Secured that Finance Party immediately on demand by the Security Trustee against any cost, loss or liability it incurs as a result of the Borrower not paying any amount which would, but for such unenforceability, invalidity or illegality, have been payable by it the Borrower under the Loan Agreement or any other Finance Document on the date when it would have been due. Any such demand for indemnification shall be made through the Security Trustee, for itself or on behalf of the Secured Parties. The amount payable by the Guarantor each Owner under this indemnity will not exceed the amount it would have had to pay under this Clause 2.1 (Guarantee and indemnity) clause 17.1 if the amount claimed had been recoverable on the basis of a guarantee, provided that each Owner shall only become liable under this clause 17 (Guarantee and indemnity) on and with effect from the date upon which the shares in such Owner shall be acquired by the Borrower pursuant to the Purchase Contract.

GUARANTEE AND INDEMNITY. The Guarantor unconditionally and irrevocably: (a) guarantees to the Security Trustee (acting on behalf of the Secured Parties) punctual performance by the Borrower of all the Borrower's obligations under or in connection with the Loan Agreement and every other Finance Document; (b) undertakes to the Security Trustee that whenever the Borrower does not pay any amount when due under or in connection with the Loan Agreement and the other Finance Documents, the Guarantor shall immediately on demand pay that amount as if it was the principal obligor; (c) agrees that if any obligation guaranteed by it is or becomes unenforceable, invalid or illegal, it will, as an independent and primary obligation, indemnify the Security Trustee and each other Secured Party immediately on demand by the Security Trustee against any cost, loss or liability it incurs as a result of the Borrower not paying any amount which would, but for such unenforceability, invalidity or illegality, have been payable by it under the Loan Agreement or any other Finance Document on the date when it would have been due. Any such demand for indemnification shall be made through the Security Trustee, for itself or on behalf of the Secured Parties. The amount payable by the a Guarantor under this indemnity will not exceed the amount it would have had to pay under this Clause 2.1 (Guarantee and indemnity) if the amount claimed had been recoverable on the basis of a guarantee.

GUARANTEE AND INDEMNITY. The Parent Guarantor unconditionally irrevocably and irrevocablyunconditionally: (a) guarantees to the Security Trustee (acting on behalf of the Secured Parties) guarantees, as primary guarantor and not as surety merely, punctual payment and performance when due, whether at stated maturity, by acceleration or otherwise, by the Borrower of all the Borrower's ’s financial obligations under or in connection with the Loan Amended and Restated Credit Agreement and every the other Finance DocumentDocuments (as defined in the Amended and Restated Credit Agreement) whether for principal, interest, fees, expenses or otherwise (collectively, the “Guaranteed Obligations”); (b) undertakes to the Security Trustee that whenever the Borrower does not pay any amount when due under or in connection with the Loan Amended and Restated Credit Agreement and the or any other Finance DocumentsDocument, the Parent Guarantor shall immediately on demand pay that amount as if it was were the principal obligor;; and (c) agrees that if any obligation guaranteed by it is or becomes unenforceable, invalid or illegal, it will, as an independent and primary obligation, indemnify the Security Trustee on behalf of each Finance Party (as defined in the Amended and each other Secured Party Restated Credit Agreement) immediately on demand by the Security Trustee against any cost, loss or liability it incurs as a result of the Borrower not paying any amount which would, but for such unenforceability, invalidity or illegality, have been payable by it under the Loan Amended and Restated Credit Agreement or any other Finance Document on the date when it would have been due. Any such demand for indemnification shall be made through the Security Trustee, for itself or on behalf of the Secured Parties. The amount payable by the Parent Guarantor under this indemnity will not exceed the amount it would have had to pay under this Clause 2.1 2 (Guarantee and indemnityIndemnity) if the amount claimed had been recoverable on the basis of a guarantee.

GUARANTEE AND INDEMNITY. The Guarantor unconditionally irrevocably and irrevocablyunconditionally: (a) guarantees to the Security Trustee (acting on behalf of the Secured Parties) each Finance Party punctual performance by each Transaction Obligor other than the Borrower Guarantor of all the Borrowersuch other Transaction Obligor's obligations under or in connection with the Loan Agreement and every other Finance DocumentDocuments; (b) undertakes to the Security Trustee with each Finance Party that whenever a Transaction Obligor other than the Borrower Guarantor does not pay any amount when due under or in connection with the Loan Agreement and the other any Finance DocumentsDocument, the Guarantor shall immediately on demand pay that amount as if it was were the principal obligor;; and (c) agrees with each Finance Party that if any obligation guaranteed by it is or becomes unenforceable, invalid or illegal, it will, as an independent and primary obligation, indemnify the Security Trustee and each other Secured that Finance Party immediately on demand by the Security Trustee against any cost, loss or liability it incurs as a result of a Transaction Obligor other than the Borrower Guarantor not paying any amount which would, but for such unenforceability, invalidity or illegality, have been payable by it under the Loan Agreement or any other Finance Document on the date when it would have been due. Any such demand for indemnification shall be made through the Security Trustee, for itself or on behalf of the Secured Parties. The amount payable by the Guarantor under this indemnity will not exceed the amount it would have had to pay under this Clause 2.1 17 (Guarantee and indemnityIndemnity) if the amount claimed had been recoverable on the basis of a guarantee.

GUARANTEE AND INDEMNITY. The Guarantor irrevocably and unconditionally jointly and irrevocablyseverally: (a) guarantees to the Security Trustee (acting on behalf of the each Secured Parties) Party punctual performance by the Borrower of all the Borrower's ’s obligations under or in connection with the Loan Agreement and every other Finance DocumentTransaction Documents; (b) undertakes to the Security Trustee with each Secured Party that whenever the Borrower does not pay any amount when due under or in connection with the Loan Agreement and the other Finance Documentsany Transaction Document, the Guarantor shall immediately on demand pay that amount as if it was the principal obligor; (c) agrees with each Secured Party that if any obligation guaranteed by it is or becomes unenforceable, invalid or illegal, it will, as an independent and primary obligation, indemnify the Security Trustee and each other that Secured Party immediately on demand by the Security Trustee against any cost, loss or liability it incurs as a result of the Borrower not paying any amount which would, but for such unenforceability, invalidity or illegality, have been payable by it under the Loan Agreement or any other Finance Transaction Document on the date when it would have been due. Any such demand for indemnification shall be made through the Security Trustee, for itself or on behalf of the Secured Parties. The amount payable by the Guarantor under this indemnity will not exceed the amount it would have had to pay under this Clause 2.1 (Guarantee and indemnity) 19 if the amount claimed had been recoverable on the basis of a guarantee; and (d) Notwithstanding clause (b) and (c) above, the Guarantor further agrees that, whenever the Borrower has any amount due and payable under or in connection with any Transaction Document, the Security Agent shall be entitled to directly claim against the Guarantor in respect of any amount payable on any due date without first having recourse to the Borrower, and the Guarantor agrees to pay each Secured Party such amount on or before each due date. The Guarantor further irrevocably authorizes the Security Agent to directly deduct any balances in the Receiving Account 2 to pay the amount payable on each due date, and the Security Agent is not required to serve any prior notice for such claim and deduction.

GUARANTEE AND INDEMNITY. The Guarantor unconditionally as principal obligor and irrevocablynot merely as surety irrevocably and unconditionally: (a) guarantees to the Security Trustee (acting on behalf of Guaranteed Party the Secured Parties) due and punctual performance by the Borrower Purchaser of all the Borrower's obligations under or in connection with the Loan Agreement and every other Finance DocumentLiabilities; (b) undertakes to with the Security Trustee Guaranteed Party that whenever the Borrower Purchaser does not pay any amount of any Liability in full when due or expressed to be due under or in connection with the Loan Agreement and the other Finance DocumentsShares Purchase Agreement, the Guarantor shall immediately on demand unconditionally pay that amount as if it was to the principal obligor;Guaranteed Party; and (c) agrees with the Guaranteed Party as a primary and independent obligation that if if, for any obligation guaranteed reason, any amount of any Liability claimed by it the Guaranteed Party under this Guarantee is or becomes unenforceable, invalid or illegalnot recoverable on the basis of a guarantee, it will, will be liable as an independent a principal debtor and primary obligation, obligor to indemnify the Security Trustee and each other Secured Guaranteed Party immediately on demand by the Security Trustee against any cost, loss or liability it incurs as a result of the Borrower Purchaser not paying any amount which would, but for such unenforceability, invalidity or illegality, have been payable by it under the Loan Agreement or of any other Finance Document Liability on the date when on which it would have been due. Any such demand for indemnification shall is stated to be made through due (but the Security Trustee, for itself or on behalf of the Secured Parties. The amount payable by the Guarantor under this indemnity will not exceed the amount it would have had to pay under this Clause 2.1 (Guarantee and indemnity) if the amount claimed had been recoverable on the basis of a guarantee).

GUARANTEE AND INDEMNITY. The Guarantor unconditionally Each Facility Guarantor, in consideration of, amongst other things, the Lender agreeing to enter into the Finance Documents, irrevocably and irrevocablyunconditionally: (a) 8.1.1 guarantees to the Security Trustee (acting on behalf of the Secured Parties) Lender punctual performance by the Borrower each other Obligor of all the Borrowerthat Obligor's obligations under or in connection the Finance Documents; 8.1.2 undertakes with the Loan Agreement and every other Finance Document; (b) undertakes to the Security Trustee Lender that whenever the Borrower another Obligor does not pay any amount when due under or in connection with the Loan Agreement and the other any Finance DocumentsDocument, the that Facility Guarantor shall immediately on demand pay that amount as if it was were the principal obligor;; and (c) 8.1.3 agrees with the Lender that if any obligation guaranteed by it is or becomes unenforceable, invalid or illegal, illegal it will, as an independent and primary obligation, indemnify the Security Trustee and each other Secured Party Lender immediately on demand by the Security Trustee against any cost, loss or liability it incurs as a result of the Borrower any other Obligor not paying any amount which would, but for such unenforceability, invalidity or illegality, have been payable by it under the Loan Agreement or any other Finance Document on the date when it would have been due. Any such demand for indemnification shall be made through the Security Trustee, for itself or on behalf of the Secured Parties. The amount payable by the a Facility Guarantor under this indemnity will not exceed the amount it would have had to pay under this Clause 2.1 8 (Guarantee and indemnityIndemnity) if the amount claimed had been recoverable on the basis of a guarantee.

GUARANTEE AND INDEMNITY. The Each Guarantor irrevocably and unconditionally jointly and irrevocablyseverally: (a) guarantees to the Security Trustee (acting on behalf of the Secured Parties) each Pari Passu Creditor punctual performance by the Borrower each other Debtor of all the Borrower's that Debtor’s obligations under or in connection with the Loan Agreement and every other Finance DocumentPari Passu Debt Documents; (b) undertakes to the Security Trustee with each Pari Passu Creditor that whenever the Borrower another Debtor does not pay any amount when due under or in connection with the Loan Agreement and the other Finance Documentsany Pari Passu Debt Document, the that Guarantor shall immediately on demand pay that amount as if it was the principal obligor;; and (c) agrees with each Pari Passu Creditor that if any obligation guaranteed by it is or becomes unenforceable, invalid or illegal, it will, as an independent and primary obligation, indemnify the Security Trustee and each other Secured Party that Pari Passu Creditor immediately on demand by the Security Trustee against any cost, loss or liability it incurs as a result of the Borrower an Debtor not paying any amount which would, but for such unenforceability, invalidity or illegality, have been payable by it under the Loan Agreement or any other Finance Pari Passu Debt Document on the date when it would have been due. Any such demand for indemnification shall be made through the Security Trustee, for itself or on behalf of the Secured Parties. The amount payable by the a Guarantor under this indemnity will not exceed the amount it would have had to pay under this Clause 2.1 (Guarantee and indemnity) 22 if the amount claimed had been recoverable on the basis of a guarantee.

GUARANTEE AND INDEMNITY. The Guarantor unconditionally and irrevocably: (a) guarantees to the Security Trustee (acting on behalf of the Secured Parties) punctual performance by the Borrower of all the Borrower's ’s obligations under or in connection with the Loan Agreement and every other Finance Document; (b) undertakes to the Security Trustee that whenever the Borrower does not pay any amount when due under or in connection with the Loan Agreement and the other Finance Documents, the Guarantor shall immediately on demand pay that amount as if it was the principal obligor; (c) agrees that if any obligation guaranteed by it is or becomes unenforceable, invalid or illegal, it will, as an independent and primary obligation, indemnify the Security Trustee and each other Secured Party immediately on demand by the Security Trustee against any cost, loss or liability it incurs as a result of the Borrower not paying any amount which would, but for such unenforceability, invalidity or illegality, have been payable by it under the Loan Agreement or any other Finance Document on the date when it would have been due. Any such demand for indemnification shall be made through the Security Trustee, for itself or on behalf of the Secured Security Parties. The amount payable by the a Guarantor under this indemnity will not exceed the amount it would have had to pay under this Clause 2.1 (Guarantee and indemnity) if the amount claimed had been recoverable on the basis of a guarantee.

GUARANTEE AND INDEMNITY. The Each Guarantor irrevocably and unconditionally jointly and irrevocablyseverally: (a) guarantees to the Security Trustee (acting on behalf of the Secured Parties) Lender punctual performance payment by the Borrower each other Obligor of all the Borrower's of that other Obligor’s payment obligations under or in connection with the Loan Agreement and every other Finance DocumentDocuments; (b) undertakes to with the Security Trustee Lender that whenever the Borrower another Obligor does not pay any amount when due under or in connection with the Loan Agreement and the other any Finance DocumentsDocument, the that Guarantor shall immediately on demand pay that amount as if it was the principal obligor;; and (c) agrees with the Lender that if any obligation guaranteed or expressed to be guaranteed by it is or becomes unenforceable, invalid or illegal, it will, as an independent and primary obligation, indemnify the Security Trustee and each other Secured Party Lender immediately on demand by the Security Trustee against any cost, loss or liability it which the Lender incurs as a result of the Borrower any Obligor not paying any amount which would, but for such unenforceability, invalidity or illegality, have been payable by it such Obligor under the Loan Agreement or any other Finance Document on the date when it would have been due. Any such demand for indemnification shall be made through the Security Trustee, for itself or on behalf of the Secured Parties. The amount payable by the a Guarantor under this indemnity will not exceed the amount it would have had to pay under this Clause 2.1 (Guarantee and indemnity) 18 if the amount claimed had been recoverable on the basis of a guarantee.

GUARANTEE AND INDEMNITY. The In consideration of the Finance Parties entering into this Agreement and, where applicable, the other Finance Documents and performing their obligations thereunder and the Senior Hedging Banks and the High Yield Hedging Banks from time to time entering into the Senior Hedging Agreements and the High Yield Hedging Agreements respectively, each Guarantor unconditionally irrevocably and irrevocablyunconditionally, jointly and severally: (a) guarantees to each Finance Party and the Security Trustee (acting Agent on behalf of the Secured Parties) Beneficiaries punctual performance by the each Borrower and each Hedging Counterparty of all the Borrower's their respective obligations under or in connection with the Loan Agreement and every other Finance DocumentGuaranteed Documents; (b) undertakes to with each Finance Party and the Security Trustee Agent on behalf of the Beneficiaries that whenever the a Borrower or a Hedging Counterparty does not pay any amount when due under or in connection with the Loan Agreement and the other Finance Documentsany Guaranteed Document, the that Guarantor shall immediately on demand pay that amount as if it was the principal obligor;; and (c) agrees indemnifies each Finance Party and the Security Agent on behalf of the Beneficiaries immediately on demand against any cost, loss or liability suffered by that Finance Party or Beneficiary if any obligation guaranteed by it is or becomes unenforceable, invalid or illegal, it will, as an independent and primary obligation, indemnify . The amount of the Security Trustee and each other Secured Party immediately on demand by the Security Trustee against any cost, loss or liability shall be equal to the amount which that Finance Party or Beneficiary would otherwise have been entitled to recover. Any demand issued to a Guarantor under this Clause 14.1 shall be copied to UPC Distribution at the same time as it incurs as a result is issued to the relevant Guarantor, provided that failure to do so shall not affect the validity or effectiveness of the Borrower not paying any amount which would, but for such unenforceability, invalidity demand or illegality, have been payable by it under the Loan Agreement or any other Finance Document on the date when it would have been due. Any such demand for indemnification shall be made through the Security Trustee, for itself or on behalf obligations of the Secured Parties. The amount payable by the Guarantor under this indemnity will not exceed the amount it would have had to pay under this Clause 2.1 14 (Guarantee and indemnity) if the amount claimed had been recoverable on the basis of a guaranteeGuarantee).

GUARANTEE AND INDEMNITY. The In consideration of the Finance Parties entering into this Agreement and, where applicable, the other Finance Documents and performing their obligations thereunder and the Senior Hedging Banks and the High Yield Hedging Banks from time to time entering into the Senior Hedging Agreements and the High Yield Hedging Agreements respectively, each Guarantor unconditionally irrevocably and irrevocablyunconditionally, jointly and severally: (a) guarantees to each Finance Party and the Security Trustee (acting Agent on behalf of the Secured Parties) Beneficiaries punctual performance by the each Borrower and each Hedging Counterparty of all the Borrower's their respective obligations under or in connection with the Loan Agreement and every other Finance DocumentGuaranteed Documents; (b) undertakes to with each Finance Party and the Security Trustee Agent on behalf of the Beneficiaries that whenever the a Borrower or a Hedging Counterparty does not pay any amount when due under or in connection with the Loan Agreement and the other Finance Documentsany Guaranteed Document, the that Guarantor shall immediately on demand pay that amount as if it was the principal obligor;; and (c) agrees indemnifies each Finance Party and the Security Agent on behalf of the Beneficiaries immediately on demand against any cost, loss or liability suffered by that Finance Party or Beneficiary if any obligation guaranteed by it is or becomes unenforceable, invalid or illegal, it will, as an independent and primary obligation, indemnify . The amount of the Security Trustee and each other Secured Party immediately on demand by the Security Trustee against any cost, loss or liability shall be equal to the amount which that Finance Party or Beneficiary would otherwise have been entitled to recover. Any demand issued to a Guarantor under this Clause 14.1 shall be copied to UPC Broadband at the same time as it incurs as a result is issued to the relevant Guarantor, provided that failure to do so shall not affect the validity or effectiveness of the Borrower not paying any amount which would, but for such unenforceability, invalidity demand or illegality, have been payable by it under the Loan Agreement or any other Finance Document on the date when it would have been due. Any such demand for indemnification shall be made through the Security Trustee, for itself or on behalf obligations of the Secured Parties. The amount payable by the Guarantor under this indemnity will not exceed the amount it would have had to pay under this Clause 2.1 14 (Guarantee and indemnity) if the amount claimed had been recoverable on the basis of a guaranteeGuarantee).

GUARANTEE AND INDEMNITY. The Each Guarantor unconditionally jointly and irrevocablyseverally (if there is more than one Guarantor) and irrevocably and unconditionally: (a) guarantees to the Security Trustee (acting on behalf of the Secured Parties) each Finance Party punctual performance by the Borrower each Obligor of all the Borrower's its payment obligations under or in connection with the Loan Agreement and every other Finance DocumentDocuments; (b) undertakes to the Security Trustee that with each Finance Party that, whenever the Borrower an Obligor does not pay any amount when due under or in connection with the Loan Agreement and the other any Finance DocumentsDocument, the that Guarantor shall must immediately on demand by the Facility Agent pay that amount as if it was were the principal obligor; (c) agrees with each Finance Party that if any obligation guaranteed by it is or becomes unenforceable, invalid or illegal, it will, as an independent and primary obligation, indemnify the Security Trustee and each other Secured that Finance Party immediately on demand by the Security Trustee against any cost, loss or liability it incurs as a result of the Borrower an Obligor not paying any amount which would, but for such unenforceability, invalidity or illegality, have been payable by it under the Loan Agreement or any other Finance Document on the date when it would have been due. Any such demand for indemnification shall be made through the Security Trustee, for itself or on behalf of the Secured Parties. The amount payable by the a Guarantor under this indemnity will not exceed the amount it would have had to pay under this Clause 2.1 (Guarantee and indemnity) 16 if the amount claimed had been recoverable on the basis of a guarantee; and (d) agrees that: (i) this is a guarantee of payment and not a guarantee of collection; (ii) its obligations under this guarantee are independent of the validity or enforceability of any or all of the obligations of any or all of the Obligors; and (iii) a separate action may be brought and prosecuted against that Guarantor whether or not any action is brought against any or all of the Obligors.

GUARANTEE AND INDEMNITY. The In order to induce the Lenders to make the Loan to the Borrower, each Subsidiary Guarantor irrevocably and unconditionally jointly and irrevocablyseverally: (a) guarantees to the Security Trustee (acting on behalf of the Secured Parties) each Finance Party, as a primary obligor and not merely as a surety, punctual payment and performance by the Borrower and each other Obligor of all the Borrower's their respective obligations under or in connection with the Loan Agreement and every other Finance DocumentDocuments; (b) undertakes to the Security Trustee with each Finance Party that whenever the Borrower or any other Obligor does not pay any amount (whether for principal, interest, fees, expenses or otherwise) when due (whether at stated maturity, by acceleration or otherwise) under or in connection with the any Loan Agreement and the other Finance DocumentsDocument, the such Subsidiary Guarantor shall immediately on demand pay that amount as if it was were the principal primary obligor;; and (c) agrees with each Finance Party that if any obligation guaranteed by it is or becomes unenforceable, invalid or illegal, it will, as an independent and primary obligation, indemnify the Security Trustee and each other Secured that Finance Party immediately on demand by the Security Trustee against any cost, loss or liability it incurs as a result of the Borrower or any other Obligor not paying any amount which would, but for such unenforceability, invalidity or illegality, have been payable by it under the any Loan Agreement or any other Finance Document on the date when it would have been due. Any such demand for indemnification shall be made through the Security Trustee, for itself or on behalf of the Secured Parties. The amount payable by the such Subsidiary Guarantor under this indemnity will not exceed the amount it would have had to pay under this Clause 2.1 Section 20 (Guarantee and indemnityIndemnity) if the amount claimed had been recoverable on the basis of a guarantee.

GUARANTEE AND INDEMNITY. The In consideration of the Finance Parties entering into this Agreement and, where applicable, the other Finance Documents and performing their obligations thereunder and the High Yield Hedging Banks from time to time entering into the High Yield Hedging Agreements respectively, each Guarantor unconditionally irrevocably and irrevocablyunconditionally, jointly and severally: (a) guarantees to each Finance Party and the Security Trustee (acting Agent on behalf of the Secured Parties) Beneficiaries punctual performance by the each Borrower and each High Yield Hedging Counterparty of all the Borrower's their respective obligations under or in connection with the Loan Agreement and every other Finance DocumentGuaranteed Documents; (b) undertakes to with each Finance Party and the Security Trustee Agent on behalf of the Beneficiaries that whenever the a Borrower or a High Yield Hedging Counterparty does not pay any amount when due under or in connection with the Loan Agreement and the other Finance Documentsany Guaranteed Document, the that Guarantor shall immediately on demand pay that amount as if it was the principal obligor;; and (c) agrees indemnifies each Finance Party and the Security Agent on behalf of the Beneficiaries immediately on demand against any cost, loss or liability suffered by that Finance Party or Beneficiary if any obligation guaranteed by it is or becomes unenforceable, invalid or illegal, it will, as an independent and primary obligation, indemnify . The amount of the Security Trustee and each other Secured Party immediately on demand by the Security Trustee against any cost, loss or liability shall be equal to the amount which that Finance Party or Beneficiary would otherwise have been entitled to recover. Any demand issued to a Guarantor under this Clause 14.1 shall be copied to UPC Distribution at the same time as it incurs as a result is issued to the relevant Guarantor, provided that failure to do so shall not affect the validity or effectiveness of the Borrower not paying any amount which would, but for such unenforceability, invalidity demand or illegality, have been payable by it under the Loan Agreement or any other Finance Document on the date when it would have been due. Any such demand for indemnification shall be made through the Security Trustee, for itself or on behalf obligations of the Secured Parties. The amount payable by the Guarantor under this indemnity will not exceed the amount it would have had to pay under this Clause 2.1 14 (Guarantee and indemnity) if the amount claimed had been recoverable on the basis of a guaranteeGuarantee).

GUARANTEE AND INDEMNITY. The Guarantor unconditionally 17.1 Guarantee and irrevocably:indemnity (a) guarantees to the Security Trustee (acting on behalf of the Secured Parties) each Finance Party punctual performance by the each Borrower of all the that Borrower's ’s obligations under or in connection with the Loan Agreement and every other Finance DocumentDocuments; (b) undertakes to the Security Trustee with each Finance Party that whenever the a Borrower does not pay any amount when due under or in connection with the Loan Agreement and the other any Finance DocumentsDocument, the that Guarantor shall immediately on demand pay that amount as if it was the principal obligor;; and (c) agrees with each Finance Party that if any obligation guaranteed by it is or becomes unenforceable, invalid or illegalillegal (including, for the avoidance of doubt, the situation that under applicable law any such obligation is no longer payable, enforceable, valid or legal in the currency that the Parties expressly agreed was the denominated currency (the “Agreed Currency”)), it will, as an independent and primary obligation, indemnify the Security Trustee and each other Secured that Finance Party immediately on demand by the Security Trustee against any cost, loss or liability it incurs as a result of the Borrower any Obligor not paying any amount (including, for the avoidance of doubt, not paying any amount in the Agreed Currency) which would, but for such unenforceability, invalidity or illegality, have been payable by it under the Loan Agreement or any other Finance Document on the date when it would have been due. Any such demand for indemnification shall be made through the Security Trustee, for itself or on behalf of the Secured Parties. The amount payable by the a Guarantor under this indemnity will not exceed the amount it would have had to pay under this Clause 2.1 (Guarantee and indemnity) 17 if the amount claimed had been recoverable on the basis of a guarantee.

GUARANTEE AND INDEMNITY. The Each Hedge Guarantor irrevocably and unconditionally jointly and irrevocablyseverally: (a) guarantees to the Security Trustee (acting on behalf of the Secured Parties) each Finance Party punctual performance by the each Borrower of all the that Borrower's obligations under or in connection with the Loan Agreement and every other Finance DocumentHedging Agreements; (b) undertakes to the Security Trustee with each Finance Party that whenever the a Borrower does not pay any amount when due under or in connection with the Loan Agreement and the other Finance Documentsany Hedging Agreement, the that Hedge Guarantor shall immediately on demand pay that amount as if it was were the principal obligor;; and (c) agrees with each Finance Party that if any obligation guaranteed by it is or becomes unenforceable, invalid or illegal, it will, as an independent and primary obligation, indemnify the Security Trustee and each other Secured that Finance Party immediately on demand by the Security Trustee against any cost, loss or liability it incurs as a result of the a Borrower not paying any amount which would, but for such unenforceability, invalidity or illegality, have been payable by it under the Loan any Hedging Agreement or any other Finance Document on the date when it would have been due. Any such demand for indemnification shall be made through the Security Trustee, for itself or on behalf of the Secured Parties. The amount payable by the a Hedge Guarantor under this indemnity will not exceed the amount it would have had to pay under this Clause 2.1 19 (Guarantee and indemnityIndemnity – Hedge Guarantors) if the amount claimed had been recoverable on the basis of a guarantee.

GUARANTEE AND INDEMNITY. The Each Guarantor irrevocably and unconditionally jointly and irrevocablyseverally: (a) guarantees to the Security Trustee (acting on behalf of and each Noteholder the Secured Parties) punctual performance by the Borrower each other Obligor of all the Borrowerthat Obligor's obligations under or in connection with this Trust Deed and the Loan Agreement and every other Finance DocumentNotes; (b) undertakes to with the Security Trustee and each Noteholder that whenever the Borrower another Obligor does not pay any amount when due under or in connection with the Loan Agreement this Trust Deed and the other Finance DocumentsNotes, the that Guarantor shall immediately on demand pay that amount as if it was the principal obligor;; and (c) agrees with the Trustee and each Noteholder that if any obligation guaranteed by it is or becomes unenforceable, invalid or illegal, it will, as an independent and primary obligation, indemnify the Security Trustee and each other Secured Party or such Noteholder immediately on demand by the Security Trustee against any cost, loss or liability Liabilities it incurs as a result of the Borrower an Obligor not paying any amount which would, but for such unenforceability, invalidity or illegality, have been payable by it under this Trust Deed and the Loan Agreement or any other Finance Document Notes on the date when it would have been due. Any such demand for indemnification shall be made through the Security Trustee, for itself or on behalf of the Secured Parties. The amount payable by the a Guarantor under this indemnity will not exceed the amount it would have had to pay under this Clause 2.1 (Guarantee and indemnity) 6 if the amount claimed had been recoverable on the basis of a guarantee.

GUARANTEE AND INDEMNITY. The Each Guarantor irrevocably and unconditionally jointly and irrevocablyseverally: (a) guarantees to the Security Trustee (acting on behalf of the Secured Parties) each Finance Party punctual performance by the Borrower each Obligor of all the Borrower's that Obligor’s obligations under or in connection with the Loan Agreement and every other Finance DocumentDocuments; (b) undertakes to the Security Trustee with each Finance Party that whenever the Borrower an Obligor does not pay any amount when due under or in connection with the Loan Agreement and the other any Finance DocumentsDocument, the that Guarantor shall immediately on demand pay that amount as if it was the principal obligor;; and (c) agrees with each Finance Party that if any obligation guaranteed by it is or becomes unenforceable, invalid or illegalillegal (including, for the avoidance of doubt, the situation that under applicable law any such obligation is no longer payable, enforceable, valid or legal in the currency that the Parties expressly agreed was the denominated currency (the “Agreed Currency”)), it will, as an independent and primary obligation, indemnify the Security Trustee and each other Secured that Finance Party immediately on demand by the Security Trustee against any cost, loss or liability it incurs as a result of the Borrower any Obligor not paying any amount (including, for the avoidance of doubt, not paying any amount in the Agreed Currency) which would, but for such unenforceability, invalidity or illegality, have been payable by it under the Loan Agreement or any other Finance Document on the date when it would have been due. Any such demand for indemnification shall be made through the Security Trustee, for itself or on behalf of the Secured Parties. The amount payable by the a Guarantor under this indemnity will not exceed the amount it would have had to pay under this Clause 2.1 (Guarantee and indemnity) 17 if the amount claimed had been recoverable on the basis of a guarantee.

GUARANTEE AND INDEMNITY. The Each Guarantor irrevocably and unconditionally jointly and irrevocablyseverally: (a) guarantees to the Security Trustee Agent (acting on behalf of as trustee for the Secured Finance Parties) and the other Finance Parties punctual performance by the Borrower each other Obligor of all the Borrower's such Obligor’s obligations under or in connection with the Loan Agreement and every other Finance DocumentDocuments; (b) undertakes to with the Security Trustee Agent (as trustee for the Finance Parties) and the other Finance Parties that whenever the Borrower another Obligor does not pay any amount when due under or in connection with the Loan Agreement and the other any Finance DocumentsDocument, the Guarantor it shall immediately on demand pay that amount as if it was the principal obligor;; and (c) agrees with the Security Agent (as trustee for the Finance Parties) and the other Finance Parties that if any obligation guaranteed by it is or becomes unenforceable, invalid or illegal, it will, as an independent and primary obligation, obligation indemnify the Security Trustee and each other Secured that Finance Party immediately on demand by the Security Trustee against any cost, loss or liability it incurs as a result of the Borrower an Obligor not paying any amount which would, but for such unenforceability, invalidity or illegality, have been payable by it that Obligor under the Loan Agreement or any other Finance Document on the date when it would have been due. Any such demand for indemnification shall be made through the Security Trustee, for itself or on behalf of the Secured Parties. The amount payable by the a Guarantor under this indemnity will not exceed the amount it would have had to pay under this Clause 2.1 (Guarantee and indemnity) clause 18.1 if the amount claimed had been recoverable on the basis of a guarantee.

GUARANTEE AND INDEMNITY. The Each Guarantor irrevocably and unconditionally jointly and irrevocablyseverally: (a) guarantees to the Security Trustee (acting on behalf of the Secured Parties) each Finance Party punctual performance by the Borrower each other Obligor of all the Borrower's of that other Obligor’s obligations under the Finance Documents (including, without limitation, obligations which, but for the automatic stay under Section 362(a) of the U.S. Bankruptcy Code, would become due and any interest accruing after the commencement of any bankruptcy, insolvency, receivership or similar proceeding at the rate provided for in connection with the Loan Agreement and every other Finance DocumentDocuments, whether or not such interest is an allowed claim in any such proceeding); (b) undertakes to the Security Trustee with each Finance Party that whenever the Borrower another Obligor does not pay any amount when due under or in connection with the Loan Agreement and the other any Finance DocumentsDocument, the that Guarantor shall immediately on demand pay that amount as if it was the principal obligor;; and (c) agrees with each Finance Party that if any obligation guaranteed by it is or becomes unenforceable, invalid or illegal, it will, as an independent and primary obligation, indemnify the Security Trustee and each other Secured that Finance Party immediately on demand by the Security Trustee against any cost, loss or liability it incurs as a result of the Borrower an Obligor not paying any amount which would, but for such unenforceability, invalidity or illegality, have been payable by it such Obligor under the Loan Agreement or any other Finance Document on the date when it would have been due. Any such demand for indemnification shall be made through the Security Trustee, for itself or on behalf of the Secured Parties. The amount payable by the a Guarantor under this indemnity will not exceed the amount it would have had to pay under this Clause 2.1 (Guarantee and indemnity) 19 if the amount claimed demanded had been recoverable on the basis of a guarantee.

GUARANTEE AND INDEMNITY. The Each Guarantor irrevocably and unconditionally jointly and irrevocablyseverally: (a) guarantees to the Security Trustee (acting on behalf of the Secured Parties) each Finance Party punctual performance by each other Obligor, the Borrower Spanish Pledgor and each South African Pledge Counterparty of all that Obligor's, the BorrowerSpanish Pledgor's, or each South African Pledge Counterparty's obligations under or in connection with the Loan Agreement and every other Finance DocumentDocuments; (b) undertakes to the Security Trustee with each Finance Party that whenever another Obligor, the Borrower Spanish Pledgor or a South African Pledge Counterparty does not pay any amount when due under or in connection with the Loan Agreement and the other any Finance DocumentsDocument, the that Guarantor shall immediately on demand pay that amount as if it was the principal obligor;; and (c) agrees with each Finance Party that if any obligation guaranteed by it is or becomes unenforceable, invalid or illegal, it will, as an independent and primary obligation, indemnify the Security Trustee and each other Secured that Finance Party immediately on demand by the Security Trustee against any cost, loss or liability it incurs as a result of an Obligor, the Borrower Spanish Pledgor or a South African Pledge Counterparty not paying any amount which would, but for such unenforceability, invalidity or illegality, have been payable by it under the Loan Agreement or any other Finance Document on the date when it would have been due. Any such demand for indemnification shall be made through the Security Trustee, for itself or on behalf of the Secured Parties. The amount payable by the a Guarantor under this indemnity will not exceed the amount it would have had to pay under this Clause 2.1 (Guarantee and indemnity) clause 20 if the amount claimed had been recoverable on the basis of a guarantee.

GUARANTEE AND INDEMNITY. The Guarantor unconditionally and irrevocably: (a) The Guarantor irrevocably and unconditionally guarantees to each Finance Party the Security Trustee (acting on behalf obligations of the Secured PartiesOwner to each Finance Party to pay any and all amounts due under the Finance Documents which become due before or after the Delivery Date under the Finance Documents (including, without limitation, the Construction Guaranteed Amount) punctual performance by the Borrower of all the Borrower's obligations under or plus other amounts which become payable in connection with the Loan Agreement and every therewith under other Finance Document;provisions of this Agreement. (b) The Guarantor undertakes to the Security Trustee that with each Finance Party that, whenever the Borrower Owner does not pay any such amount when due under or in connection with the Loan Agreement and the other Finance Documents, the Guarantor shall immediately on demand pay that amount as if it was the principal obligor; (c) agrees that if any obligation guaranteed expressed to be payable by it is or becomes unenforceable, invalid or illegalunder a Finance Document, it will, as an independent and primary obligation, indemnify the Security Trustee and each other Secured Party must immediately on demand by the Security Trustee against pay that amount as if it were the principal obligor in respect of that amount. (c) The Guarantor agrees with each Finance Party that if, for any costreason, any amount claimed by a Finance Party under this Clause is not recoverable from the Guarantor on the basis of a guarantee then the Guarantor will be liable as a principal debtor and primary obligor to indemnify that Finance Party in respect of any loss or liability it incurs as a result of the Borrower not paying Owner failing to pay any such amount which would, but for such unenforceability, invalidity or illegality, have been expressed to be payable by it under the Loan Agreement or any other a Finance Document on the date when it would ought to have been due. Any such demand for indemnification shall be made through the Security Trustee, for itself or on behalf of the Secured Partiespaid. The amount payable by the Guarantor under this indemnity will not exceed the amount it would have had to pay under this Clause 2.1 (Guarantee and indemnity) if had the amount claimed had been recoverable on the basis of a guarantee.

GUARANTEE AND INDEMNITY. The Each Guarantor hereby irrevocably and unconditionally and irrevocablyjointly and severally with the other Guarantors: (a) guarantees to the Security Trustee Agent (acting on behalf of as trustee for the Secured Finance Parties) and the other Finance Parties punctual performance by the Borrower each other Obligor of all the Borrowersuch Obligor's obligations under or in connection with the Loan Agreement and every other Finance DocumentDocuments; (b) undertakes to with the Security Trustee Agent (as trustee for the Finance Parties) and the other Finance Parties that whenever the Borrower another Obligor does not pay any amount when due under or in connection with the Loan Agreement and the other any Finance DocumentsDocument, the Guarantor it shall immediately on demand pay that amount as if it was the principal obligor;; and (c) agrees with the Security Agent (as trustee for the Finance Parties) and the other Finance Parties that it will, as an independent and primary obligation, indemnify each Finance Party immediately on demand against any cost, loss or liability it incurs: (A) if any obligation guaranteed by it is or becomes unenforceable, invalid or illegal; or (B) by operation of law, it will, as an independent and primary obligation, indemnify the Security Trustee and each other Secured Party immediately on demand by the Security Trustee against any cost, loss or liability it incurs as a result of the same, the Borrower has not paying paid any amount which would, but for such unenforceability, invalidity invalidity, illegality or illegalityoperation of law, have been payable by it the Borrower under the Loan Agreement or any other Finance Document on the date when it would have been due. Any such demand for indemnification shall be made through the Security Trustee, for itself ; or (ii) if as a result (directly or on behalf indirectly) of the Secured Partiesintroduction of or any change in (or the interpretation, administration or application of) any law or regulation, or compliance with any law, regulation or administrative procedure made after entry into this Agreement (a Change in Law), there is a change in the currency, the value of the currency or the timing, place or manner in which any obligation guaranteed by a Guarantor is payable. The amount payable by the each Guarantor under this indemnity will not exceed indemnity: (A) in respect of paragraph (i) above, shall be the amount it would have had to pay under this Clause 2.1 (Guarantee and indemnity) clause 18.1 if the amount claimed had been recoverable on the basis of a guaranteeguarantee but for any relevant unenforceability, invalidity or illegality, and (B) in respect of paragraph (ii) above, shall include (aa) the difference between (x) the amount (if any) received by the Security Agent and the other Finance Parties from the Borrower and (y) the amount that the Borrower was obliged to pay under the original express terms of the Finance Documents in the currency specified in the Finance Documents, disregarding any Change in Law (the Original Currency), and (bb) all further costs, losses and liabilities suffered or incurred by the Security Agent and the other Finance Parties as a result of a Change in Law. For the purposes of (aa)(x) above, if payment was not received by the Security Agent or the other Finance Parties in the Original Currency, the amount received by the Security Agent and the other Finance Parties shall be deemed to be that payment's equivalent in the Original Currency converted, actually or notionally at the Security Agent's discretion, on the day of receipt at the then prevailing spot rate of exchange of the Security Agent or if, in the Security Agent's opinion, it could not reasonably or properly have made a conversion on the day of receipt of the equivalent of that payment in the Original Currency, that payment's equivalent as soon as the Security Agent could, in its opinion, reasonably and properly have made a conversion of the Original Currency with the currency of payment. If the Original Currency no longer exists, the Guarantors shall make such payment in such currency as is, in the reasonable opinion of the Security Agent, required, after taking into account any payments by the Borrower, to place the Security Agent and the other Finance Parties in a position reasonably comparable to that it would have been in had the Original Currency continued to exist.

GUARANTEE AND INDEMNITY. The (a) Each Guarantor unconditionally hereby irrevocably and irrevocablyunconditionally, jointly and severally, to the greatest extent permitted by applicable law: (ai) guarantees to the Security Trustee (acting on behalf of the each Secured Parties) Party punctual performance by the Borrower each other Grantor of all the Borrowerthat Grantor's obligations under or in connection with the Loan Agreement and every other Finance DocumentSecured Debt Documents; (bii) undertakes to the Security Trustee with each Secured Party that whenever the Borrower any Grantor does not pay any amount when due to a Secured Party under or in connection with the Loan Agreement and the other Finance Documentsany Secured Debt Document, the that Guarantor shall immediately on demand pay that amount as if it was the principal obligor;obligor and not merely as surety; and (ciii) agrees with each Secured Party that if any obligation guaranteed by it is or becomes unenforceable, invalid or illegal, it will, as an independent and primary obligation, indemnify the Security Trustee and each other that Secured Party immediately on demand by the Security Trustee against any cost, loss or liability it incurs as a result of the Borrower a Grantor not paying any amount which would, but for such unenforceability, invalidity or illegality, have been payable by it under the Loan Agreement or any other Finance Secured Debt Document on the date when it would have been due. Any such demand for indemnification shall be made through the Security Trustee, for itself or on behalf of the Secured Parties. The amount payable by the a Guarantor under this indemnity will not exceed the amount it would have had to pay under this Clause 2.1 (Guarantee and indemnity) Section 5.01 if the amount claimed had been recoverable on the basis of a guarantee. #4887-0762-5804 (b) This guarantee is a continuing guarantee and will extend to the ultimate balance of sums payable by each Grantor to the Secured Parties under the Secured Debt Documents, regardless of any intermediate payment or discharge in whole or in part.

GUARANTEE AND INDEMNITY. The Each Guarantor unconditionally jointly and irrevocablyseverally (if there is more than one Guarantor) and irrevocably and unconditionally: (a) guarantees to the Security Trustee (acting on behalf of the Secured Parties) each Finance Party punctual performance by the Borrower each Obligor of all the Borrower's its payment obligations under or in connection with the Loan Agreement and every other Finance DocumentDocuments; (b) undertakes to the Security Trustee that with each Finance Party that, whenever the Borrower an Obligor does not pay any amount when due under or in connection with the Loan Agreement and the other any Finance DocumentsDocument, the that Guarantor shall must immediately on demand by the Facility Agent pay that amount as if it was were the principal obligor; (c) agrees with each Finance Party that if any obligation guaranteed by it is or becomes unenforceable, invalid or illegal, it will, as an independent and primary obligation, indemnify the Security Trustee and each other Secured that Finance Party immediately on demand by the Security Trustee against any cost, loss or liability it incurs as a result of the Borrower an Obligor not paying any amount which would, but for such unenforceability, invalidity or illegality, have been payable by it under the Loan Agreement or any other Finance Document on the date when it would have been due. Any such demand for indemnification shall be made through the Security Trustee, for itself or on behalf of the Secured Parties. The amount payable by the a Guarantor under this indemnity will not exceed the amount it would have had to pay under this Clause 2.1 (Guarantee and indemnity) 15 if the amount claimed had been recoverable on the basis of a guarantee; and (d) agrees that: (i) this is a guarantee of payment and not a guarantee of collection; (ii) its obligations under this guarantee are independent of the validity or enforceability of any or all of the obligations of any or all of the Obligors; and (iii) a separate action may be brought and prosecuted against that Guarantor whether or not any action is brought against any or all of the Obligors.

GUARANTEE AND INDEMNITY. The Each Guarantor irrevocably and unconditionally jointly and irrevocably:severally, as a principal obligor and not merely as a surety and on the basis of discrete obligations enforceable against it – (a) 17.1.1 guarantees to the Security Trustee (acting on behalf of the Secured Parties) Lender punctual performance by the Borrower each other Obligor of all the Borrower's that Obligor’s obligations under or in connection with the Loan Agreement and every other Finance DocumentDocuments; (b) 17.1.2 undertakes to the Security Trustee Lender that whenever the Borrower an Obligor does not pay any amount when due under or in connection with the Loan Agreement and the other any Finance DocumentsDocument, the that Guarantor shall immediately on demand pay that amount as if it was the principal obligor;; and (c) 17.1.3 agrees with the Lender that if any obligation guaranteed by it is or becomes unenforceable, invalid or illegal, it will, as an independent and primary obligation, indemnify the Security Trustee and each other Secured Party Lender immediately on demand by the Security Trustee against any cost, loss or liability it incurs as a result of the Borrower an Obligor not paying any amount which would, but for such unenforceability, invalidity or illegality, have been payable by it under the Loan Agreement or any other Finance Document on the date when it would have been due. Any such demand for indemnification shall be made through the Security Trustee, for itself or on behalf of the Secured Parties. The amount payable by the a Guarantor under this indemnity will not exceed the amount it would have had to pay under this Clause 2.1 (Guarantee and indemnity) 17 if the amount claimed had been recoverable on the basis of a guarantee.

GUARANTEE AND INDEMNITY. The Guarantor unconditionally irrevocably and irrevocablyunconditionally: (a) guarantees to the Security Trustee (acting on behalf of the Secured Parties) Lender punctual performance by each Transaction Obligor (other than the Borrower Guarantor) of all the Borrower's such other Transaction Obligor’s obligations under or in connection with the Loan Agreement and every other Finance DocumentDocuments; (b) undertakes to with the Security Trustee Lender that whenever a Transaction Obligor (other than the Borrower Guarantor) does not pay any amount when due under or in connection with the Loan Agreement and the other any Finance DocumentsDocument, the Guarantor shall immediately on demand pay that amount as if it was were the principal obligor;; and (c) agrees with the Lender that if any obligation guaranteed by it is or becomes unenforceable, invalid or illegal, it will, as an independent and primary obligation, indemnify the Security Trustee and each other Secured Party Lender immediately on demand by the Security Trustee against any cost, loss or liability it incurs as a result of a Transaction Obligor (other than the Borrower Guarantor) not paying any amount which would, but for such unenforceability, invalidity or illegality, have been payable by it under the Loan Agreement or any other Finance Document on the date when it would have been due. Any such demand for indemnification shall be made through the Security Trustee, for itself or on behalf of the Secured Parties. The amount payable by the Guarantor under this indemnity will not exceed the amount it would have had to pay under this Clause 2.1 17 (Guarantee and indemnityIndemnity) if the amount claimed had been recoverable on the basis of a guarantee.

GUARANTEE AND INDEMNITY. The Guarantor unconditionally and irrevocably: (a) guarantees to the Security Trustee (acting on behalf due payment of the Secured PartiesGuaranteed Advances (or any of them) punctual performance by the Borrower and of all the Borrower's obligations amounts payable by any Relevant Borrower under or in connection with the Loan Agreement Agreement, the Master Agreements and every other Finance DocumentDocument in connection with, or attributable to, any Guaranteed Advance in respect of the period during which that Relevant Borrower is a member of the Group; (b) undertakes to pay to the Security Trustee Trustee, on the Security Trustee’s demand, any such amount which is not paid by a Relevant Borrower when payable in respect of the period during which that whenever Relevant Borrower is a member of the Borrower does not pay any amount when due under or in connection with the Loan Agreement and the other Finance Documents, the Guarantor shall immediately on demand pay that amount as if it was the principal obligor;Group; and (c) agrees that if any obligation guaranteed by it is or becomes unenforceable, invalid or illegal, it will, as an independent and primary obligation, to fully indemnify the Security Trustee and each other Secured Creditor Party immediately on the Security Trustee’s demand in respect of all claims, reasonable expenses, liabilities and losses which are made or brought against or incurred by the Security Trustee against or any cost, loss or liability it incurs other Creditor Party concerned as a result of the Borrower not paying or in connection with any amount which would, but for such unenforceability, invalidity obligation or illegality, have been payable by it under the Loan Agreement or any other Finance Document on the date when it would have been due. Any such demand for indemnification shall be made through the Security Trustee, for itself or on behalf of the Secured Parties. The amount payable liability guaranteed by the Guarantor being or becoming unenforceable, invalid, void or illegal; and the amount recoverable under this indemnity will not exceed shall be equal to the amount it which the Security Trustee or the other Creditor Party concerned would otherwise have had been entitled to pay recover Provided however that, for the avoidance of doubt, the Guarantor shall only be liable under this Clause 2.1 (Guarantee and indemnity) if from the amount claimed had been recoverable date on which any Borrower becomes a member of the basis of Group following a guaranteeDropdown.

GUARANTEE AND INDEMNITY. The Guarantor unconditionally irrevocably and irrevocablyunconditionally: (a) guarantees to each Finance Party the Security Trustee (acting on behalf of the Secured Parties) punctual performance by the Borrower of all the Borrower's ’s obligations under or in connection with the Loan Agreement and every other Finance Document;Documents. (b) undertakes to the Security Trustee with each Finance Party that whenever the Borrower does not pay any amount when due under or in connection with the Loan Agreement and the other any Finance DocumentsDocument, the Guarantor it shall immediately on demand pay that amount as if it was the principal obligor;; and (c) agrees with each Finance Party that if any obligation guaranteed by it is or becomes unenforceable, invalid or illegal, it will, as an independent and primary obligation, indemnify the Security Trustee and each other Secured that Finance Party immediately on demand by the Security Trustee against any cost, loss or liability it incurs as a result of the Borrower not paying any amount which would, but for such unenforceability, invalidity or illegality, have been payable by it under the Loan Agreement or any other Finance Document on the date when it would have been due. Any such demand for indemnification shall be made through the Security Trustee, for itself or on behalf of the Secured Parties. The amount payable by the Guarantor under this indemnity will not exceed the amount it would have had to pay under this Clause 2.1 18 (Guarantee and indemnity) if the amount claimed had been recoverable on the basis of a guarantee; provided, however, that the maximum guarantee liability of the Guarantor hereunder shall always be limited to USD 59,280,000 plus (i) any interest, default interest, Break Cost, Prepayment Costs, or other costs, fees, indemnities and expenses related to the Borrower’s obligations under the Finance Documents and (ii) any default interest or other costs, fees and expenses related to the liability of the Guarantor hereunder.

GUARANTEE AND INDEMNITY. The Each Guarantor irrevocably and unconditionally jointly and irrevocablyseverally: (a) guarantees to each Secured Party the Security Trustee (acting on behalf of the Secured Parties) punctual performance by the Borrower of all the Borrower's obligations Secured Obligations by any member of the Group and by each Debtor to any Secured Party under or in connection with the Loan Agreement and every other Finance DocumentDebt Documents; (b) undertakes to the Security Trustee with each Secured Party that whenever any member of the Borrower Group or any Debtor does not pay to any Secured Party any amount when due under or in connection with the Loan Agreement and the other Finance Documentsany Debt Document, the that Guarantor shall immediately on demand pay that amount as if it was the principal obligor;; and (c) agrees with each Secured Party that if any obligation guaranteed by it is or becomes unenforceable, invalid or illegal, it will, as an independent and primary obligation, indemnify the Security Trustee and each other that Secured Party immediately on demand by the Security Trustee against any cost, loss or liability it incurs as a result of any member of the Borrower Group or any Debtor not paying any amount which would, but for such unenforceability, invalidity or illegality, have been payable by it to any Secured Party under the Loan Agreement or any other Finance Debt Document on the date when it would have been due. Any such demand for indemnification shall be made through the Security Trustee, for itself or on behalf of the Secured Parties. The amount payable by the a Guarantor under this indemnity will not exceed the amount it would have had to pay under this Clause 2.1 (Guarantee and indemnity) Agreement if the amount claimed had been recoverable on the basis of a guarantee.

GUARANTEE AND INDEMNITY. The On and from the Effective Date, the Guarantor unconditionally irrevocably and irrevocablyunconditionally: (a) guarantees to the Security Trustee Agent (acting for and on behalf of itself, each Finance Party and each Hedge Counterparty) the Secured Parties) punctual performance by the Borrower of all the Borrower's obligations under or in connection with the Loan Agreement and every other Finance DocumentGuaranteed Obligations; (b) undertakes to with the Security Trustee Agent (for and on behalf of itself, each Finance Party and each Hedge Counterparty) that whenever the Borrower a Guaranteed Obligor does not pay any amount when due under or in connection with which comprises the Loan Agreement and the other Finance DocumentsGuaranteed Obligations, the Guarantor it shall immediately on demand pay that amount as if it was the principal obligor;; and (c) agrees with the Security Agent (for and on behalf of itself, each Finance Party and each Hedge Counterparty) that if any obligation guaranteed by it under this Guarantee is or becomes unenforceable, invalid or illegal, illegal it will, as an independent and primary obligation, indemnify the Security Trustee Agent (for and on behalf of itself, each Finance Party and each other Secured Party Hedge Counterparty) immediately on demand by the Security Trustee against any cost, loss or liability it incurs as a result of the Borrower a Guaranteed Obligor not paying any amount which would, but for such unenforceability, invalidity or illegality, have been payable by it under the Loan Agreement or any other Finance Guaranteed Document on the date when it would have been due. Any such demand for indemnification shall be made through the Security Trustee, for itself or on behalf of the Secured Parties. The amount payable by the Guarantor under this indemnity will not exceed the amount it would have had to pay under this Clause 2.1 (Guarantee and indemnity) 3.1 if the amount claimed had been recoverable on the basis of a guarantee.

GUARANTEE AND INDEMNITY. The Each Guarantor irrevocably and unconditionally jointly and irrevocably:severally (in respect of Aegis Outsourcing South Africa (Pty) Ltd., on and from the date that the approval of the Financial Surveillance Department of the South African Reserve Bank is granted, pursuant to Clause 23.35(a)(iii)(C) (Conditions subsequent)): (a) guarantees to the Security Trustee (acting on behalf of the Secured Parties) each Finance Party punctual performance by the Borrower each other Obligor of all the Borrowerthat Obligor's obligations under or in connection with the Loan Agreement and every other Finance DocumentDocuments (the Guaranteed Obligations); (b) undertakes to the Security Trustee that with each Finance Party that: (i) whenever the Borrower another Obligor does not pay any amount when due under or in connection with the Loan Agreement and the other any Finance DocumentsDocument, the that Guarantor shall immediately on demand pay that amount as if it was the principal obligor;; and (ii) if an Ipso Facto Event has occurred and is continuing, then that Guarantor shall immediately on demand by the Agent (acting on the instructions of the Majority Lenders) pay all Loans, accrued interest and other amounts referred to in paragraph (a)(ii) of Clause 25.24 (Acceleration) as if it was the principal obligor; and (c) agrees with each Finance Party that if any obligation guaranteed by it is or becomes unenforceable, invalid or illegal, it will, as an independent and primary obligation, indemnify the Security Trustee and each other Secured that Finance Party immediately on demand by the Security Trustee against any cost, loss or liability it incurs as a result of the Borrower an Obligor not paying any amount which would, but for such unenforceability, invalidity or illegality, have been payable by it under the Loan Agreement or any other Finance Document on the date when it would have been due. Any such demand for indemnification shall be made through the Security Trustee, for itself or on behalf of the Secured Parties. The amount payable by the a Guarantor under this indemnity will not exceed the amount it would have had to pay under this Clause 2.1 (Guarantee and indemnity) 19 if the amount claimed had been recoverable on the basis of a guarantee.

GUARANTEE AND INDEMNITY. The Guarantor unconditionally and irrevocably: (a) guarantees to the Security Trustee (acting on behalf of the Secured Parties) punctual performance by the Borrower of all the Borrower's its obligations under or in connection with the Loan Agreement and every other Finance DocumentDocument to which the Borrower is a party; (b) undertakes to pay to the Security Trustee, on the Security Trustee's demand, any such amount which is not paid by the Borrower when payable under or in connection with the Loan Agreement or any other Finance Document to which the Borrower is a party, as if it were the Borrower; (c) as a separate, continuing and primary obligation, agrees to fully indemnify the Security Trustee that whenever and each other Creditor Party on the Security Trustee's demand in respect of all claims, expenses, liabilities and losses which are made or brought against or incurred by the Security Trustee or the other Creditor Party concerned as a result of or in connection with any failure by a Borrower to comply with any of its obligations under any Finance Document to which the Borrower does not pay is a party or any obligation or liability guaranteed by the Guarantor being or becoming unenforceable, invalid, void or illegal; and the amount when due recoverable under this indemnity shall be equal to the amount which the Security Trustee or any other Creditor Party concerned would otherwise have been entitled to recover; and (d) the Guarantor unconditionally and irrevocably undertakes to discharge all such obligations and liabilities whatsoever, whensoever and howsoever arising, as are now or may hereafter become incurred by the Borrower under or in connection with the Loan Agreement and the other Finance Documents, the Guarantor shall immediately on demand pay that amount as if it was the principal obligor; (c) agrees that if any obligation guaranteed by it is or becomes unenforceable, invalid or illegal, it will, as an independent and primary obligation, indemnify the Security Trustee and each other Secured Party immediately on demand by the Security Trustee against any cost, loss or liability it incurs as a result of the Borrower not paying any amount which would, but for such unenforceability, invalidity or illegality, have been payable by it under the Loan Agreement or any every other Finance Document on to which the date when it would have been due. Any such demand for indemnification shall be made through the Security Trustee, for itself or on behalf of the Secured Parties. The amount payable by the Guarantor under this indemnity will not exceed the amount it would have had to pay under this Clause 2.1 (Guarantee and indemnity) if the amount claimed had been recoverable on the basis of Borrower is a guaranteeparty.

GUARANTEE AND INDEMNITY. The Each Guarantor unconditionally irrevocably and irrevocablyunconditionally: (a) guarantees to the Security Trustee (acting on behalf of the Secured Parties) each Finance Party punctual performance by each Obligor other than the Borrower Guarantors of all the Borrower's such other Obligor’s obligations under or in connection with the Loan Agreement and every other Finance DocumentDocuments; (b) undertakes to the Security Trustee with each Finance Party that whenever an Obligor other than the Borrower does Guarantors do not pay any amount when due under or in connection with the Loan Agreement and the other any Finance DocumentsDocument, the Guarantor Guarantors shall immediately on demand pay that amount as if it was were the principal obligor;; and (c) agrees with each Finance Party that if any obligation guaranteed by it is or becomes unenforceable, invalid or illegal, it will, as an independent and primary obligation, indemnify the Security Trustee and each other Secured that Finance Party immediately on demand by the Security Trustee against any cost, loss or liability it incurs as a result of an Obligor other than the Borrower Guarantors not paying any amount which would, but for such unenforceability, invalidity or illegality, have been payable by it under the Loan Agreement or any other Finance Document on the date when it would have been due. Any such demand for indemnification shall be made through the Security Trustee, for itself or on behalf of the Secured Parties. The amount payable by the Guarantor Guarantors under this indemnity will not exceed the amount it would have had to pay under this Clause 2.1 19 (Guarantee and indemnityIndemnity – Guarantor) if the amount claimed had been recoverable on the basis of a the guarantee.

GUARANTEE AND INDEMNITY. The Each Guarantor unconditionally hereby irrevocably and irrevocably:unconditionally, jointly and severally (Sw. solidariskt), but subject to any limitations set out in Clause 2.10 (Guarantee limitations): (a) guarantees to each Secured Party, as represented by the Security Trustee Agent, as for its own debt (acting on behalf Sw. såsom för egen skuld) the full and punctual payment and performance by the Obligors of the Secured Parties) punctual performance Obligations including, but not limited to, the payment of principal and interest under the Finance Documents when due, whether at maturity, by the Borrower acceleration, by redemption or otherwise, and interest on any such obligation which is overdue, and of all other monetary obligations of the Borrower's obligations Obligors to the Secured Parties under or in connection with the Loan Agreement and every other Finance DocumentDocuments; (b) undertakes to with each Secured Party, as represented by the Security Trustee Agent, that whenever the Borrower any Obligor does not pay any amount when due under or in connection with the Loan Agreement and the other Finance Documents, the that Guarantor shall immediately on demand pay that amount as if it was the principal obligor;; and (c) agrees with the Security Agent that if any obligation guaranteed by it it, is or becomes unenforceable, invalid or illegal, it will, as an independent and primary obligation, indemnify the Security Trustee and each other Secured Party Parties immediately on demand by the Security Trustee against any cost, loss or liability it which any of the Security Parties incurs as a result of the Borrower any Obligor not paying any amount which would, but for such unenforceability, invalidity or illegality, have been payable by it such Obligor under the Loan Agreement or any other Finance Document Documents on the date when it would have been due. Any such demand for indemnification shall be made through the Security Trustee, for itself or on behalf of the Secured Parties. The amount payable by the a Guarantor under this indemnity paragraph (c) will not exceed the amount it which the Guarantor would have had to pay under this Clause 2.1 (Guarantee and indemnity) 2 if the amount claimed had been recoverable on the basis of a guarantee.

GUARANTEE AND INDEMNITY. The In consideration of the Finance Parties entering into this Agreement and, where applicable, the other Finance Documents and performing their obligations thereunder and the Senior Hedging Banks and the High Yield Hedging Banks from time to time entering into the Senior Hedging Agreements and the High Yield Hedging Agreements respectively, each Guarantor unconditionally irrevocably and irrevocablyunconditionally, jointly and severally: (a) guarantees to each Finance Party and the Security Trustee (acting Agent on behalf of the Secured Parties) Beneficiaries punctual performance by the each Borrower and UPC of all the Borrower's their respective obligations under or in connection with the Loan Agreement and every other Finance DocumentGuaranteed Documents; (b) undertakes to with each Finance Party and the Security Trustee Agent on behalf of the Beneficiaries that whenever the a Borrower or UPC does not pay any amount when due under or in connection with the Loan Agreement and the other Finance Documentsany Guaranteed Document, the that Guarantor shall immediately on demand pay that amount as if it was the principal obligor;; and (c) agrees indemnifies each Finance Party and the Security Agent on behalf of the Beneficiaries immediately on demand against any cost, loss or liability suffered by that Finance Party or Beneficiary if any obligation guaranteed by it is or becomes unenforceable, invalid or illegal, it will, as an independent and primary obligation, indemnify . The amount of the Security Trustee and each other Secured Party immediately on demand by the Security Trustee against any cost, loss or liability shall be equal to the amount which that Finance Party or Beneficiary would otherwise have been entitled to recover. Any demand issued to a Guarantor under this Clause 14.1 shall be copied to UPC Distribution at the same time as it incurs as a result is issued to the relevant Guarantor, provided that failure to do so shall not affect the validity or effectiveness of the Borrower not paying any amount which would, but for such unenforceability, invalidity demand or illegality, have been payable by it under the Loan Agreement or any other Finance Document on the date when it would have been due. Any such demand for indemnification shall be made through the Security Trustee, for itself or on behalf obligations of the Secured Parties. The amount payable by the Guarantor under this indemnity will not exceed the amount it would have had to pay under this Clause 2.1 14 (Guarantee and indemnity) if the amount claimed had been recoverable on the basis of a guaranteeGuarantee).

GUARANTEE AND INDEMNITY. The Guarantor unconditionally irrevocably and irrevocablyunconditionally: (a) guarantees to each Finance Party and the Security Trustee (acting on behalf of the Secured Parties) Hedging Banks punctual performance by the Borrower of all the Borrower's ’s obligations under or in connection with the Loan Agreement Finance Documents and every other Finance Document;any Hedging Agreement. (b) undertakes to with each Finance Party and the Security Trustee Hedging Banks that whenever the Borrower does not pay any amount when due under or in connection with the Loan Agreement any Finance Document and the other Finance Documentsany Hedging Agreement, the Guarantor it shall immediately on demand pay that amount as if it was the principal obligor;; and (c) agrees with each Finance Party and the Hedging Banks that if any obligation guaranteed by it is or becomes unenforceable, invalid or illegal, it will, as an independent and primary obligation, indemnify the Security Trustee and each other Secured that Finance Party or Hedging Banks immediately on demand by the Security Trustee against any cost, loss or liability it incurs as a result of the Borrower not paying any amount which would, but for such unenforceability, invalidity or illegality, have been payable by it under the Loan Agreement or any other Finance Document and any Hedging Agreement on the date when it would have been due. Any such demand for indemnification shall be made through the Security Trustee, for itself or on behalf of the Secured Parties. The amount payable by the relevant Guarantor under this indemnity will not exceed the amount it would have had to pay under this Clause 2.1 18 (Guarantee and indemnity) if the amount claimed had been recoverable on the basis of a guarantee; provided, however, that the maximum guarantee liability of the Guarantor hereunder shall always be limited to USD 60,000,000 plus (i) any interest, default interest, Break Cost or other costs, fees and expenses related to the Borrower’s obligations under the Finance Documents and any Hedging Agreement and (ii) any default interest or other costs, fees and expenses related to the liability of the relevant Guarantor hereunder.

GUARANTEE AND INDEMNITY. The Each Subsidiary Guarantor unconditionally jointly and irrevocably: severally and irrevocably and unconditionally: (a) guarantees to the Security Trustee (acting on behalf of the Secured Parties) Issuing Bank punctual performance by the Borrower each Obligor of all the Borrower's its obligations under or in connection with the Loan Agreement and every other Finance Document; Financing Agreements; (b) undertakes with the Issuing Bank to the Security Trustee that whenever the Borrower does pay as primary obligor and not pay any amount when as surety, principal, interest and all other amounts due under or in connection with any Financing Agreement including but not limited to the Loan Agreement payment of principal, interest (including default interest and post-petition interest) and the make-whole amount or swap breakage amounts or libor breakage amounts, if any, and the due and punctual payment of all other Finance Documentsamounts payable (all such obligations so guaranteed are herein collectively referred to as the “Guaranteed Obligations”), the Guarantor shall it must immediately on demand by the Issuing Bank pay that amount as if it was were the principal obligor; obligor in respect of that amount; and (c) agrees that indemnifies the Issuing Bank immediately on demand against any loss or liability suffered by the Issuing Bank if any obligation guaranteed by it is or becomes unenforceable, invalid or illegal, it will, as an independent and primary obligation, indemnify ; the Security Trustee and each other Secured Party immediately on demand by amount of the Security Trustee against any cost, loss or liability it incurs as a result of the Borrower not paying any amount which would, but for such unenforceability, invalidity or illegality, have been payable by it under the Loan Agreement or any other Finance Document on the date when it would have been due. Any such demand for indemnification shall be made through the Security Trustee, for itself or on behalf of the Secured Parties. The amount payable by the Guarantor under this indemnity will not exceed be equal to the amount it the Issuing Bank would otherwise have had been entitled to pay under this Clause 2.1 (Guarantee and indemnity) if the amount claimed had been recoverable on the basis of a guaranteerecover.

GUARANTEE AND INDEMNITY. The Each Subsidiary Guarantor unconditionally jointly and irrevocablyseverally and irrevocably and unconditionally: (a) guarantees to the Security Trustee (acting on behalf of the Secured Parties) Issuing Bank punctual performance by the Borrower each Obligor of all the Borrower's its obligations under or in connection with the Loan Agreement and every other Finance DocumentFinancing Agreements; (b) undertakes with the Issuing Bank to the Security Trustee that whenever the Borrower does pay as primary obligor and not pay any amount when as surety, principal, interest and all other amounts due under or in connection with any Financing Agreement including but not limited to the Loan Agreement payment of principal, interest (including default interest and post-petition interest) and the make-whole amount or swap breakage amounts or libor breakage amounts, if any, and the due and punctual payment of all other Finance Documentsamounts payable (all such obligations so guaranteed are herein collectively referred to as the “Guaranteed Obligations”), the Guarantor shall it must immediately on demand by the Issuing Bank pay that amount as if it was were the principal obligor;obligor in respect of that amount; and (c) agrees that indemnifies the Issuing Bank immediately on demand against any cost, loss or liability suffered by the Issuing Bank if any obligation guaranteed by it is or becomes unenforceable, invalid or illegal, it will, as an independent and primary obligation, indemnify ; the Security Trustee and each other Secured Party immediately on demand by amount of the Security Trustee against any cost, loss or liability it incurs as a result of the Borrower not paying any amount which would, but for such unenforceability, invalidity or illegality, have been payable by it under the Loan Agreement or any other Finance Document on the date when it would have been due. Any such demand for indemnification shall be made through the Security Trustee, for itself or on behalf of the Secured Parties. The amount payable by the Guarantor under this indemnity will not exceed be equal to the amount it the Issuing Bank would otherwise have had been entitled to pay under this Clause 2.1 (Guarantee and indemnity) if the amount claimed had been recoverable on the basis of a guaranteerecover.

GUARANTEE AND INDEMNITY. The Guarantor unconditionally irrevocably and irrevocablyunconditionally: (a) guarantees to the Security Trustee (acting on behalf of the Secured Parties) each Finance Party punctual performance by the Borrower of all the Borrower's ’s obligations under or in connection with the Loan Agreement and every other Finance DocumentDocuments; (b) undertakes to the Security Trustee with each Finance Party that whenever the Borrower does not pay any amount when due under or in connection with the Loan Agreement and the other any Finance DocumentsDocument, the Guarantor shall immediately on demand (in No. påkravsgaranti) pay that amount as if it was amount, and the principal obligor;Guarantor shall have no right of reservation or objection to such demand for payment by the Agent and no conflict or dispute of whatsoever nature between the Agent and the Borrower shall have an impact on the Guarantor’s obligation to pay under the guarantee set out in this Clause 18 (Guarantee and indemnity); and (c) agrees with each Finance Party that if any obligation guaranteed by it is or becomes unenforceable, invalid or illegal, it will, as an independent and primary obligation, indemnify the Security Trustee and each other Secured that Finance Party immediately on demand by the Security Trustee against any cost, loss or liability it incurs as a result of the Borrower not paying any amount which would, but for such unenforceability, invalidity or illegality, have been payable by it under the Loan Agreement or any other Finance Document on the date when it would have been due. Any such demand for indemnification shall be made through the Security Trustee, for itself or on behalf of the Secured Parties. The amount payable by the Guarantor under this indemnity will not exceed the amount it would have had to pay under this Clause 2.1 18 (Guarantee and indemnity) if the amount claimed had been recoverable on the basis of a guarantee; subject however, to Clause 18.2 (Guarantee limitations) below.

GUARANTEE AND INDEMNITY. The Guarantor unconditionally and irrevocably: (a) The Guarantor irrevocably and unconditionally guarantees to each Finance Party the Security Trustee (acting on behalf obligations of the Secured Parties) punctual performance by Owner to each Finance Party which become due under the Borrower of all the Borrower's obligations under or Finance Documents plus other amounts which become payable in connection with therewith under other provisions of this Guarantee (the Loan Agreement and every other Finance Document;Post-Delivery Guaranteed Amount). (b) The Guarantor undertakes to the Security Trustee that with each Finance Party that, whenever the Borrower Owner does not pay any such amount when due under or in connection with the Loan Agreement and the other Finance Documents, the Guarantor shall immediately on demand pay that amount as if it was the principal obligor; (c) agrees that if any obligation guaranteed expressed to be payable by it is or becomes unenforceable, invalid or illegalunder a Finance Document, it will, as an independent and primary obligation, indemnify the Security Trustee and each other Secured Party must immediately on demand by the Security Trustee against pay that amount as if it were the principal obligor in respect of that amount. (c) The Guarantor agrees with each Finance Party that if, for any costreason, any amount claimed by a Finance Party under this Clause is not recoverable from the Guarantor on the basis of a guarantee then the Guarantor will be liable as a principal debtor and primary obligor to indemnify that Finance Party in respect of any loss or liability it incurs as a result of the Borrower not paying Owner failing to pay any such amount which would, but for such unenforceability, invalidity or illegality, have been expressed to be payable by it under the Loan Agreement or any other a Finance Document on the date when it would ought to have been due. Any such demand for indemnification shall be made through the Security Trustee, for itself or on behalf of the Secured Partiespaid. The amount payable by the Guarantor under this indemnity will not exceed the amount it would have had to pay under this Clause 2.1 (Guarantee and indemnity) if had the amount claimed had been recoverable on the basis of a guarantee. (d) The aggregate amount payable by the Guarantor under this Clause 3.1 shall not exceed US$225,000,000 plus other amounts which become payable in connection therewith under other provisions of this Guarantee.

GUARANTEE AND INDEMNITY. The Guarantor unconditionally and irrevocably:Specific Guaranteed Facilities (a) guarantees to the Security Trustee (acting on behalf of the Secured Parties) each Finance Party under its Specific Guaranteed Facility punctual performance by the Borrower each other Obligor of all the Borrower's that Obligor’s obligations under or in connection the Finance Documents with respect to the Loan Agreement and every other Finance DocumentSpecific Guaranteed Facility of that Specific Facility Guarantor; (b) undertakes to the Security Trustee with each Finance Party under its Specific Guaranteed Facility that whenever the Borrower an Obligor does not pay any amount when due under or in connection with any Finance Document with respect to the Loan Agreement and the other Finance DocumentsSpecific Guaranteed Facility of that Specific Facility Guarantor, the Guarantor it shall immediately on demand pay that amount as if it was were the principal obligor;; and (c) agrees with each Finance Party under its Specific Guaranteed Facility that if any obligation guaranteed by it pursuant to this Clause 18.1 is or becomes unenforceable, invalid or illegalillegal or is otherwise discharged by the operation of clause 8.2 (Distressed Disposals) of the Intercreditor Agreement, it will, as an independent and primary obligation, indemnify the Security Trustee and each other Secured that Finance Party immediately on demand by the Security Trustee against any cost, loss or liability it incurs as a result of the Borrower an Obligor not paying any amount which would, but for such unenforceability, invalidity or illegality, have been payable by it under the Loan Agreement or any other Finance Document on the date when it would have been due. Any such demand for indemnification shall be made through the Security Trustee, for itself or on behalf of the Secured Parties. The amount payable by the a Specific Facility Guarantor under this indemnity will not exceed the amount it would have had to pay under this Clause 2.1 (Guarantee and indemnity) 18 with respect to this Clause 18.1 if the amount claimed had been recoverable on the basis of a guarantee.

GUARANTEE AND INDEMNITY. The Guarantor unconditionally and irrevocably: (a) The Guarantor irrevocably and unconditionally guarantees to each Finance Party the Security Trustee (acting on behalf obligations of the Secured Parties) punctual performance by Owner to each Finance Party which become due under the Borrower of all the Borrower's obligations under or Finance Documents plus other amounts which become payable in connection with therewith under other provisions of this Guarantee (the Loan Agreement and every other Finance Document;Post-Delivery Guaranteed Amount). (b) The Guarantor undertakes to the Security Trustee that with each Finance Party that, whenever the Borrower Owner does not pay any such amount when due under or in connection with the Loan Agreement and the other Finance Documents, the Guarantor shall immediately on demand pay that amount as if it was the principal obligor; (c) agrees that if any obligation guaranteed expressed to be payable by it is or becomes unenforceable, invalid or illegalunder a Finance Document, it will, as an independent and primary obligation, indemnify the Security Trustee and each other Secured Party must immediately on demand by the Security Trustee against pay that amount as if it were the principal obligor in respect of that amount. (c) The Guarantor agrees with each Finance Party that if, for any costreason, any amount claimed by a Finance Party under this Clause is not recoverable from the Guarantor on the basis of a guarantee then the Guarantor will be liable as a principal debtor and primary obligor to indemnify that Finance Party in respect of any loss or liability it incurs as a result of the Borrower not paying Owner failing to pay any such amount which would, but for such unenforceability, invalidity or illegality, have been expressed to be payable by it under the Loan Agreement or any other a Finance Document on the date when it would ought to have been due. Any such demand for indemnification shall be made through the Security Trustee, for itself or on behalf of the Secured Partiespaid. The amount payable by the Guarantor under this indemnity will not exceed the amount it would have had to pay under this Clause 2.1 (Guarantee and indemnity) if had the amount claimed had been recoverable on the basis of a guarantee. (d) The aggregate amount payable by the Guarantor under this Clause 3.1 shall not exceed USS214,000,000 plus other amounts which become payable in connection therewith under other provisions of this Guarantee.

GUARANTEE AND INDEMNITY. The Guarantor unconditionally irrevocably and irrevocablyunconditionally: (a) guarantees to the Security Trustee (acting on behalf of the Secured Parties) each Finance Party punctual performance by each Transaction Obligor other than the Borrower Guarantor of all the Borrowersuch other Transaction Obligor's obligations under or in connection with the Loan Agreement and every other Finance DocumentDocuments; (b) undertakes to the Security Trustee with each Finance Party that whenever a Transaction Obligor other than the Borrower Guarantor does not pay any amount when due under or in connection with the Loan Agreement and the other any Finance DocumentsDocument, the Guarantor shall immediately on demand pay that amount as if it was were the principal obligor;; and (c) agrees with each Finance Party that if any obligation guaranteed by it is or becomes unenforceable, invalid or illegal, it will, as an independent and primary obligation, indemnify the Security Trustee and each other Secured that Finance Party immediately on demand by the Security Trustee against any cost, loss or liability it incurs as a result of a Transaction Obligor other than the Borrower Guarantor not paying any amount which would, but for such unenforceability, invalidity or illegality, have been payable by it under the Loan Agreement or any other Finance Document on the date when it would have been due. Any such demand for indemnification shall be made through the Security Trustee, for itself or on behalf of the Secured Parties. The amount payable by the Guarantor under this indemnity will not exceed the amount it would have had to pay under this Clause 2.1 16 (Guarantee and indemnityIndemnity) if the amount claimed had been recoverable on the basis of a guarantee.

GUARANTEE AND INDEMNITY. The Guarantor unconditionally and irrevocably: (a) guarantees to the Security Trustee (acting on behalf due payment of the Secured Parties) punctual performance all amounts payable by the Borrower of all the Borrower's obligations under or in connection with the Loan Agreement and every other Finance DocumentDocument to which it is a party; (b) undertakes to pay to the Security Trustee that whenever Trustee, on the Security Trustee's demand, any such amount which is not paid by the Borrower does not pay any amount when due payable under or in connection with the Loan Agreement and the or any other Finance DocumentsDocument to which it is a party, the Guarantor shall immediately on demand pay that amount as if it was were the principal obligorBorrower; (a) undertakes to procure that the Borrower shall perform all its obligations under the Loan Agreement and every other Finance Document to which it is a party; and (c) agrees that if any obligation guaranteed by it is or becomes unenforceableas a separate, invalid or illegal, it will, as an independent continuing and primary obligation, indemnify fully indemnifies the Security Trustee and each other Secured Creditor Party immediately on the Security Trustee's demand in respect of all claims, expenses, liabilities and losses which are made or brought against or incurred by the Security Trustee against any cost, loss or liability it incurs the other Creditor Party concerned as a result of or in connection with any failure by the Borrower not paying to comply with any of its obligations under any Finance Document to which it is a party or any obligation or liability guaranteed by the Guarantor being or becoming unenforceable, invalid, void or illegal; and the amount recoverable under this indemnity shall be equal to the amount which would, but for such unenforceability, invalidity or illegality, have been payable by it under the Loan Agreement Security Trustee or any other Finance Document on the date when it Creditor Party concerned would otherwise have been due. Any such demand for indemnification shall be made through the Security Trustee, for itself or on behalf of the Secured Parties. The amount payable by the Guarantor under this indemnity will not exceed the amount it would have had entitled to pay under this Clause 2.1 (Guarantee and indemnity) if the amount claimed had been recoverable on the basis of a guaranteerecover.

GUARANTEE AND INDEMNITY. The 30.1 Guarantee and Indemnity Each Guarantor irrevocably and unconditionally jointly and irrevocablyseverally: (a) guarantees to the Security Trustee Agent (acting on behalf of as trustee for the Secured Finance Parties) and the other Finance Parties punctual performance by the Borrower each other Obligor of all the Borrower's such Obligor’s obligations under or in connection with the Loan Agreement and every other Finance DocumentDocuments; (b) undertakes to with the Security Trustee Agent (as trustee for the Finance Parties) and the other Finance Parties that whenever the Borrower another Obligor does not pay any amount when due under or in connection with the Loan Agreement and the other any Finance DocumentsDocument, the Guarantor it shall immediately on demand pay that amount as if it was the principal obligor;; and (c) agrees with the Security Agent (as trustee for the Finance Parties) and the other Finance Parties that if any obligation guaranteed by it is or becomes unenforceable, invalid or illegal, it will, as an independent and primary obligation, obligation indemnify the Security Trustee and each other Secured that Finance Party immediately on demand by the Security Trustee against any cost, loss or liability it incurs as a result of the Borrower an Obligor not paying any amount which would, but for such unenforceability, invalidity or illegality, have been payable by it that Obligor under the Loan Agreement or any other Finance Document on the date when it would have been due. Any such demand for indemnification shall be made through the Security Trustee, for itself or on behalf of the Secured Parties. The amount payable by the a Guarantor under this indemnity will not exceed the amount it would have had to pay under this Clause 2.1 (Guarantee and indemnity) 18.1 if the amount claimed had been recoverable on the basis of a guarantee.

GUARANTEE AND INDEMNITY. The Each Guarantor unconditionally hereby irrevocably and irrevocablyunconditionally, jointly and severally, but subject to any limitations set out in Clause 3.10 (Guarantee limitations) or in any Accession Letter by which such Guarantor becomes a Guarantor: (a) guarantees to each Secured Party, as represented by the Security Trustee Agent, as for its own debt (acting on behalf Sw. såsom för egen skuld) the full and punctual payment and performance by the Obligors of the Secured Parties) punctual performance Obligations including, but not limited to, the payment of principal and interest under the Senior Finance Documents when due, whether at maturity, by the Borrower acceleration, by redemption or otherwise, and interest on any such obligation which is overdue, and of all other monetary obligations of the Borrower's obligations Obligors to the Secured Parties under or in connection with the Loan Agreement and every other Senior Finance DocumentDocuments; (b) undertakes to with each Secured Party, as represented by the Security Trustee Agent, that whenever the Borrower any Obligor does not pay any amount when due under or in connection with the Loan Agreement and the other Senior Finance Documents, the that Guarantor shall immediately on demand pay that amount as if it was the principal obligor;; and (c) agrees with the Security Agent that if any obligation guaranteed by it it, is or becomes unenforceable, invalid or illegal, it will, as an independent and primary obligation, indemnify the Security Trustee and each other Secured Party Parties immediately on demand by the Security Trustee against any cost, loss or liability it which any of the Secured Parties incurs as a result of the Borrower any Obligor not paying any amount which would, but for such unenforceability, invalidity or illegality, have been payable by it such Obligor under the Loan Agreement or any other Senior Finance Document Documents on the date when it would have been due. Any such demand for indemnification shall be made through the Security Trustee, for itself or on behalf of the Secured Parties. The amount payable by the a Guarantor under this indemnity paragraph (c) will not exceed the amount it which the Guarantor would have had to pay under this Clause 2.1 (Guarantee and indemnity) 3 if the amount claimed had been recoverable on the basis of a guarantee.

GUARANTEE AND INDEMNITY. The Each Guarantor unconditionally hereby irrevocably and irrevocably:unconditionally, jointly and severally (Sw. solidariskt), but subject to any limitations set out in Clause 3.10 (Guarantee limitations): (a) guarantees to each Secured Party, as represented by the Security Trustee Agent, as for its own debt (acting on behalf Sw. såsom för egen skuld) the full and punctual payment and performance by the Obligors of the Secured Parties) punctual performance Obligations including, but not limited to, the payment of principal and interest under the Finance Documents when due, whether at maturity, by the Borrower acceleration, by redemption or otherwise, and interest on any such obligation which is overdue, and of all other monetary obligations of the Borrower's obligations Obligors to the Secured Parties under or in connection with the Loan Agreement and every other Finance DocumentDocuments; (b) undertakes to with each Secured Party, as represented by the Security Trustee Agent, that whenever the Borrower any Obligor does not pay any amount when due under or in connection with the Loan Agreement and the other Finance Documents, the that Guarantor shall immediately on demand pay that amount as if it was the principal obligor;; and (c) agrees with the Security Agent that if any obligation guaranteed by it it, is or becomes unenforceable, invalid or illegal, it will, as an independent and primary obligation, indemnify the Security Trustee and each other Secured Party Parties immediately on demand by the Security Trustee against any cost, loss or liability it which any of the Security Parties incurs as a result of the Borrower any Obligor not paying any amount which would, but for such unenforceability, invalidity or illegality, have been payable by it such Obligor under the Loan Agreement or any other Finance Document Documents on the date when it would have been due. Any such demand for indemnification shall be made through the Security Trustee, for itself or on behalf of the Secured Parties. The amount payable by the a Guarantor under this indemnity paragraph (c) will not exceed the amount it which the Guarantor would have had to pay under this Clause 2.1 (Guarantee and indemnity) 3 if the amount claimed had been recoverable on the basis of a guarantee.

GUARANTEE AND INDEMNITY. The Each Guarantor irrevocably and unconditionally jointly and irrevocablyseverally: (a) guarantees to the Security Trustee (acting on behalf of the Secured Parties) Lender punctual performance by the Borrower each other Obligor of all the Borrower's that Obligor’s obligations under or in connection with the Loan Agreement and every other Finance DocumentDocuments; (b) undertakes to with the Security Trustee Lender that whenever the Borrower another Obligor does not pay any amount when due under or in connection with the Loan Agreement and the other any Finance DocumentsDocument, the that Guarantor shall immediately on demand pay that amount as if it was the principal obligor;obligor (including interest accruing during the pendency of any Insolvency Proceeding, regardless of whether allowed or allowable in such Insolvency Proceeding); and (c) agrees with the Lender that if any obligation guaranteed by it is or becomes unenforceable, invalid or illegal, illegal it will, as an independent and primary obligation, indemnify the Security Trustee and each other Secured Party Lender immediately on demand by the Security Trustee against any cost, loss or liability it incurs as a result of the Borrower an Obligor not paying any amount which would, but for such unenforceability, invalidity or illegality, have been payable by it under the Loan Agreement or any other Finance Document on the date when it would have been due. Any such demand for indemnification shall be made through the Security Trustee, for itself or on behalf of the Secured Parties. The amount payable by the a Guarantor under this indemnity will not exceed the amount it would have had to pay under this Clause 2.1 (Guarantee and indemnity) 12 if the amount claimed had been recoverable on the basis of a guarantee.

GUARANTEE AND INDEMNITY. The Guarantor unconditionally and irrevocably: (a) guarantees to the Security Trustee (acting on behalf of the Secured Parties) punctual performance by the Borrower of all the Borrower's ’s obligations under or in connection with the Loan Agreement and every other Finance Document; (b) undertakes to the Security Trustee that whenever the Borrower does not pay any amount when due under or in connection with the Loan Agreement and the other Finance Documents, the Guarantor shall immediately on demand pay that amount as if it was the principal obligor; (c) agrees that if any obligation guaranteed by it is or becomes unenforceable, invalid or illegal, it will, as an independent and primary obligation, indemnify the Security Trustee and each other Secured Party immediately on demand by the Security Trustee against any cost, loss or liability it incurs as a result of the Borrower not paying any amount which would, but for such unenforceability, invalidity or illegality, have been payable by it under the Loan Agreement or any other Finance Document on the date when it would have been due. Any such demand for indemnification shall be made through the Security Trustee, for itself or on behalf of the Secured Parties. The amount payable by the Guarantor under this indemnity will not exceed the amount it would have had to pay under this Clause 2.1 (Guarantee and indemnity) if the amount claimed had been recoverable on the basis of a guarantee.

GUARANTEE AND INDEMNITY. The (a) Each Guarantor irrevocably and unconditionally jointly and irrevocablyseverally: (ai) guarantees to each Secured Party the Security Trustee (acting on behalf punctual performance of the Secured Parties) punctual performance by the Borrower of all the Borrower's obligations under or in connection with the Loan Agreement and every other Finance DocumentObligations; (bii) undertakes to the Security Trustee with each Secured Party that whenever the Borrower any Debtor does not pay any amount when due to a Secured Party under or in connection with the Loan Agreement and the other Finance Documentsany Secured Debt Document, the that Guarantor shall immediately on demand pay that amount as if it was the principal obligor;obligor and not merely as surety; and (ciii) agrees with each Secured Party that if any obligation guaranteed by it is or becomes unenforceable, invalid or illegal, it will, as an independent and primary obligation, indemnify the Security Trustee and each other that Secured Party immediately on demand by the Security Trustee of such Secured Party against any cost, loss or liability it incurs incurred by such Secured Party as a result of the Borrower a Debtor not paying any amount which would, but for such unenforceability, invalidity or illegality, have been payable by it under the Loan Agreement or any other Finance Secured Debt Document on the date when it would have been due. Any such demand for indemnification shall be made through the Security Trustee, for itself or on behalf of the Secured Parties. The amount payable by the a Guarantor under this indemnity will not exceed the amount it would have had to pay under this Clause 2.1 (Guarantee and indemnity) 7 if the amount claimed had been recoverable on the basis of a guarantee. (b) For the avoidance of doubt: (i) NAC DAC’s obligations under this Clause 7.1 (Guarantee and indemnity) shall not apply with respect to its own obligations as primary obligor in respect of the Super Senior Secured Obligations; and (ii) NAC 29’s obligations under this Clause 7.1 (Guarantee and indemnity) shall not apply with respect to its own obligations as primary obligor in respect of the Shared Secured Obligations.

GUARANTEE AND INDEMNITY. The Guarantor unconditionally irrevocably and irrevocablyunconditionally: (a) guarantees to the Security Trustee (acting on behalf of the Secured Parties) Lender punctual performance by each Transaction Obligor (other than the Borrower Guarantor) of all the Borrowersuch other Transaction Obligor's obligations under or in connection with the Loan Agreement and every other Finance DocumentDocuments; (b) undertakes to with the Security Trustee Lender that whenever a Transaction Obligor (other than the Borrower Guarantor) does not pay any amount when due under or in connection with the Loan Agreement and the other any Finance DocumentsDocument, the Guarantor shall immediately on demand pay that amount as if it was were the principal obligor;; and (c) agrees with the Lender that if any obligation guaranteed by it is or becomes unenforceable, invalid or illegal, it will, as an independent and primary obligation, indemnify the Security Trustee and each other Secured Party Lender immediately on demand by the Security Trustee against any cost, loss or liability it incurs as a result of a Transaction Obligor (other than the Borrower Guarantor) not paying any amount which would, but for such unenforceability, invalidity or illegality, have been payable by it under the Loan Agreement or any other Finance Document on the date when it would have been due. Any such demand for indemnification shall be made through the Security Trustee, for itself or on behalf of the Secured Parties. The amount payable by the Guarantor under this indemnity will not exceed the amount it would have had to pay under this Clause 2.1 17 (Guarantee and indemnityIndemnity - Guarantor) if the amount claimed had been recoverable on the basis of a the guarantee.

GUARANTEE AND INDEMNITY. The Guarantor unconditionally and irrevocably: (a) guarantees to the Security Trustee (acting on behalf of Purchaser, the Secured Parties) due and punctual performance by the Borrower of all the Borrower's of Seller’s obligations under or in connection with the Loan (i) this Agreement and every other Finance Document(ii) the Seller ▇▇▇▇ of Sale; (b) undertakes to the Security Trustee Purchaser that whenever the Borrower Seller does not pay any amount when due under or in connection with the Loan Agreement and the other Finance Documentsthis Agreement, the Guarantor shall immediately on demand pay that amount (together with interest on such sum accrued both before and after the date of demand until the date of payment and in the currency in which that amount is denominated) as if it was the principal obligorobligor (and not a surety); (c) as a separate and additional liability, indemnifies the Purchaser immediately on demand against all Loss, actions, proceedings and judgments of any nature, incurred by, brought, made or recovered against the Purchaser arising from any default or delay in the due and punctual performance of Seller’s obligations under this Agreement; and (d) agrees with the Purchaser that if any obligation guaranteed by it is or becomes unenforceable, invalid or illegal, it will, as an independent and primary obligation, indemnify the Security Trustee and each other Secured Party Purchaser immediately on demand against all costs, Losses, liabilities and expenses suffered or incurred by the Security Trustee against any cost, loss or liability it incurs Purchaser as a result of the Borrower Seller not paying any amount which would, but for such unenforceability, invalidity or illegality, have been payable by it to the Purchaser under the Loan or in relation to this Agreement or any other Finance Document on the date when it would have been due. Any such demand for indemnification shall due to be made through the Security Trustee, for itself or on behalf of the Secured Partiespaid. The amount payable by the Guarantor under this indemnity will not exceed the amount it would have had to pay under this Clause 2.1 (Guarantee and indemnity) if the amount claimed had been recoverable Purchaser may make any number of demands on the basis of a guaranteeGuarantor.

GUARANTEE AND INDEMNITY. The Each Subsidiary Guarantor unconditionally jointly and irrevocablyseverally and irrevocably and unconditionally: (a) guarantees to the Security Trustee (acting on behalf each holder of the Secured Parties) Notes punctual performance by the Borrower each Obligor of all the Borrower's its obligations under or in connection with the Loan Agreement and every other Finance DocumentFinancing Agreements; (b) undertakes with each holder of Notes to the Security Trustee that whenever the Borrower does pay as primary obligor and not pay any amount when as surety, principal, Make-Whole Amount, Modified Make-Whole Amount, interest and all other amounts due under or in connection with any Financing Agreement including but not limited to the Loan Agreement payment of principal, interest (including default interest and post-petition interest) and the make-whole amount or swap breakage amounts or libor breakage amounts, if any, and the due and punctual payment of all other Finance Documentsamounts payable (all such obligations so guaranteed are herein collectively referred to as the “Guaranteed Obligations"), the Guarantor shall it must immediately on demand by the Required Holders pay that amount as if it was were the principal obligor;obligor in respect of that amount; and UTi Worldwide Inc. Note Purchase Agreement (c) agrees indemnifies each holder of Notes immediately on demand against any loss or liability suffered by that holder of Notes if any obligation guaranteed by it is or becomes unenforceable, invalid or illegal, it will, as an independent and primary obligation, indemnify ; the Security Trustee and each other Secured Party immediately on demand by amount of the Security Trustee against any cost, loss or liability it incurs as a result of the Borrower not paying any amount which would, but for such unenforceability, invalidity or illegality, have been payable by it under the Loan Agreement or any other Finance Document on the date when it would have been due. Any such demand for indemnification shall be made through the Security Trustee, for itself or on behalf of the Secured Parties. The amount payable by the Guarantor under this indemnity will not exceed be equal to the amount it the holder of Notes would otherwise have had been entitled to pay under this Clause 2.1 (Guarantee and indemnity) if the amount claimed had been recoverable on the basis of a guaranteerecover.

GUARANTEE AND INDEMNITY. The Guarantor unconditionally and irrevocably: (a) guarantees the due payment of all amounts payable by the Bareboat Charterer under or in connection with the Leasing Documents (or any of them) to which it is a party; (b) guarantees the Security Trustee (acting on behalf of the Secured Parties) punctual performance by the Borrower Bareboat Charterer of all the Borrower's its obligations under or in connection with the Loan Agreement and every other Finance DocumentLeasing Documents (or any of them) to which it is a party; (bc) undertakes to pay to the Security Trustee that whenever the Borrower does not pay any amount when due under or in connection with the Loan Agreement and the other Finance DocumentsOwner, the Guarantor shall immediately on the Owner’s demand pay that amount as if it was the principal obligor;, any such amount which is not paid by the Bareboat Charterer when due and payable under or in connection with the Leasing Documents (or any of them) to which the Bareboat Charterer is a party; and (cd) agrees that if any obligation guaranteed by it is or becomes unenforceable, invalid or illegal, it willundertakes to fully indemnify, as an independent and primary obligation, indemnify the Security Trustee and each other Secured Party Owner immediately on its demand in respect of all claims, expenses, liabilities, costs and losses which are made or brought against or incurred by the Security Trustee against any cost, loss or liability it incurs Owner as a result of or in connection with any obligation or liability of the Borrower not paying any amount which would, but for such unenforceability, invalidity or illegality, have been payable by it Bareboat Charterer under the Loan Agreement Leasing Documents to which the Bareboat Charterer is a party and/or any obligation or any other Finance Document on the date when it would have been due. Any such demand for indemnification shall be made through the Security Trustee, for itself or on behalf of the Secured Parties. The amount payable liability guaranteed by the Guarantor being or becoming unenforceable, invalid, void or illegal; and the amount recoverable under this indemnity will not exceed shall be equal to the amount it which the Owner would otherwise have had been entitled to pay recover under this Clause 2.1 (Guarantee and indemnity) if the amount claimed had been recoverable on Leasing Documents to which the basis of Bareboat Charterer is a guaranteeparty.

GUARANTEE AND INDEMNITY. The Each Guarantor unconditionally irrevocably and irrevocablyunconditionally, jointly and severally but subject to Clause 23.11 (Guarantee Limitations: General) and Clause 23.12 (Guarantee Limitation - Spain) below and to any limitations set out in any Accession Deed by which a Guarantor becomes a Party: (a) guarantees to the Security Trustee (acting on behalf of the Secured Parties) each Finance Party punctual performance by the Borrower each other Obligor of all the Borrower's that Obligor’s obligations under or in connection with the Loan Agreement and every other Finance DocumentDocuments; (b) undertakes to the Security Trustee with each Finance Party that whenever the Borrower another Obligor does not pay any amount when due (allowing for any applicable grace period) under or in connection with the Loan Agreement and the other any Finance DocumentsDocument, the that Guarantor shall immediately on demand pay that amount as if it was the principal obligor;; and (c) agrees with each Finance Party that if any obligation guaranteed by it is or becomes unenforceable, invalid or illegal, it will, as an independent and primary obligation, indemnify the Security Trustee and each other Secured that Finance Party immediately on demand by the Security Trustee against any cost, loss or liability it incurs as a result of the Borrower an Obligor not paying any amount which would, but for such unenforceability, invalidity or illegality, have been payable by it under the Loan Agreement or any other Finance Document on the date when it would have been due. Any such demand for indemnification shall be made through the Security Trustee, for itself or on behalf of the Secured Parties. The amount payable by the a Guarantor under this indemnity will not exceed the amount it would have had to pay under this Clause 2.1 (Guarantee and indemnity) 23 if the amount claimed had been recoverable on the basis of a guarantee.

GUARANTEE AND INDEMNITY. The Guarantor (a) Each Chargor irrevocably, unconditionally and irrevocablyjointly and severally: (ai) guarantees to the Security Trustee (acting Agent on behalf of the each Secured Parties) Party punctual performance by the Borrower each other Obligor of all the Borrower's that Obligor’s obligations under the Documents and the payment when due of all sums payable at any time by that Obligor under the Documents or otherwise in connection with respect of the Loan Agreement and every other Finance DocumentSecured Obligations; (bii) undertakes to with the Security Trustee Agent on behalf of each Secured Party that whenever the Borrower an Obligor does not pay any amount when due under or in connection with the Loan Agreement and the other Finance Documentsany Document, the Guarantor that Chargor shall immediately on demand by the Security Agent pay that amount as if it was the principal obligor;; and (ciii) agrees indemnifies each Secured Party immediately on demand against any loss or liability suffered by that Secured Party if the guarantee or undertaking given by, or any obligation guaranteed by it by, that Chargor is or becomes unenforceable, invalid or illegal, it will, as an independent and primary obligation, indemnify the Security Trustee and each other Secured Party immediately on demand by the Security Trustee against . The amount of any cost, such loss or liability it incurs as a result shall be equal to the amount which that Secured Party would otherwise have been entitled to recover, (b) The obligations and liabilities of each Chargor which are the subject of Subclause 2(a) shall not include or extend to any debt, obligation or liability (including, for the avoidance of doubt, any debt, obligation or liability incurred in respect of the Borrower not paying any amount which wouldRose Acquisition) which, but for such unenforceabilityif it were so included, invalidity or illegality, have been payable by it under the Loan Agreement or any other Finance Document on the date when it would have been due. Any such demand for indemnification shall be made through the Security Trustee, for itself or on behalf result in contravention of section 151 of the Secured Parties. The amount payable by the Guarantor under this indemnity will not exceed the amount it would have had to pay under this Clause 2.1 (Guarantee and indemnity) if the amount claimed had been recoverable on the basis of a guaranteeCompanies ▇▇▇ ▇▇▇▇.

GUARANTEE AND INDEMNITY. The Guarantor unconditionally 17.1 Guarantee and irrevocably:indemnity (a) Each Guarantor irrevocably and unconditionally jointly and severally: (i) guarantees to the Security Trustee (acting on behalf of the Secured Parties) each Finance Party punctual performance by the Borrower each Obligor of all the Borrower's that Obligor’s obligations under or the Finance Documents (including, without limitation, all amounts which, but for any U.S. Debtor Relief Law, would become due and payable and all interest accruing after the commencement of any proceeding under a U.S. Debtor Relief Law at the rate provided for in connection with the Loan Agreement and every other relevant Finance Document, whether or not allowed in any such proceeding); (bii) undertakes to the Security Trustee with each Finance Party that whenever the a Borrower does not pay any amount when due under or in connection with the Loan Agreement and the other any Finance DocumentsDocument, the that Guarantor shall immediately on demand pay that amount as if it was the principal obligor;; and (ciii) agrees with each Finance Party that if any obligation guaranteed by it is or becomes unenforceable, invalid or illegal, it will, as an independent and primary obligation, indemnify the Security Trustee and each other Secured that Finance Party immediately on demand by the Security Trustee against any cost, loss or liability it incurs as a result of the a Borrower not paying any amount which would, but for such unenforceability, invalidity or illegality, have been payable by it under the Loan Agreement or any other Finance Document on the date when it would have been due. Any such demand for indemnification shall be made through the Security Trustee, for itself or on behalf of the Secured Parties. The amount payable by the a Guarantor under this indemnity will not exceed the amount it would have had to pay under this Clause 2.1 (Guarantee and indemnity) 17 if the amount claimed had been recoverable on the basis of a guarantee. (b) Notwithstanding anything to the contrary herein, upon occurrence of an Event of Default in accordance with paragraph (b) of Clause 21.14 (Acceleration) any presentment, demand, protest or notice of any kind required by the foregoing clauses are expressly waived.

GUARANTEE AND INDEMNITY. The Each Guarantor unconditionally irrevocably and irrevocablyunconditionally: (a) guarantees to the Security Trustee (acting on behalf of the Secured Parties) each Finance Party punctual performance by each Transaction Obligor other than the Borrower Guarantors of all the Borrower's such other Transaction Obligor’s obligations under or in connection with the Loan Agreement and every other Finance DocumentDocuments; (b) undertakes to the Security Trustee with each Finance Party that whenever a Transaction Obligor other than the Borrower Guarantors does not pay any amount when due under or in connection with the Loan Agreement and the other any Finance DocumentsDocument, the that Guarantor shall immediately on demand pay that amount as if it was were the principal obligor;; and (c) agrees with each Finance Party that if any obligation guaranteed by it is or becomes unenforceable, invalid or illegal, it will, as an independent and primary obligation, indemnify the Security Trustee and each other Secured that Finance Party immediately on demand by the Security Trustee against any cost, loss or liability it incurs as a result of a Transaction Obligor other than the Borrower Guarantors not paying any amount which would, but for such unenforceability, invalidity or illegality, have been payable by it under the Loan Agreement or any other Finance Document on the date when it would have been due. Any such demand for indemnification shall be made through the Security Trustee, for itself or on behalf of the Secured Parties. The amount payable by the Guarantor Guarantors under this indemnity will not exceed the amount it would have had to pay under this Clause 2.1 16 (Guarantee and indemnityIndemnity) if the amount claimed had been recoverable on the basis of a guarantee.

GUARANTEE AND INDEMNITY. The Guarantor unconditionally and irrevocably: (a) guarantees to the Security Trustee (acting on behalf of Purchaser, the Secured Parties) due and punctual performance by the Borrower of all the Borrower's of Seller’s obligations under or in connection with the Loan (i) this Agreement and every other Finance Document(ii) the Seller ▇▇▇▇ of Sale; (b) undertakes to the Security Trustee Purchaser that whenever the Borrower Seller does not pay any amount when due under or in connection with the Loan Agreement and the other Finance Documentsthis Agreement, the Guarantor shall immediately on demand pay that amount (together with interest on such sum accrued both before and after the date of demand until the date of payment and in the currency in which that amount is denominated) as if it was the principal obligorobligor (and not a surety); (c) as a separate and additional liability, indemnifies the Purchaser immediately on demand against all Loss, actions, proceedings and judgments of any nature, incurred by, brought, made or recovered against the Purchaser arising from any default or delay in the due and punctual performance of Seller’s obligations under this Agreement; and (d) agrees with the Purchaser that if any obligation guaranteed by it is or becomes unenforceable, invalid or illegal, it will, as an independent and primary obligation, indemnify the Security Trustee and each other Secured Party Purchaser immediately on demand against all costs, losses, liabilities and expenses suffered or incurred by the Security Trustee against any cost, loss or liability it incurs Purchaser as a result of the Borrower Seller not paying any amount which would, but for such unenforceability, invalidity or illegality, have been payable by it to the Purchaser under the Loan or in relation to this Agreement or any other Finance Document on the date when it would have been due. Any such demand for indemnification shall due to be made through the Security Trustee, for itself or on behalf of the Secured Partiespaid. The amount payable by the Guarantor under this indemnity will not exceed the amount it would have had to pay under this Clause 2.1 (Guarantee and indemnity) if the amount claimed had been recoverable Purchaser may make any number of demands on the basis of a guaranteeGuarantor.

GUARANTEE AND INDEMNITY. The Guarantor unconditionally irrevocably and irrevocablyunconditionally: (a) guarantees to each Noteholder the Security Trustee (acting on behalf of the Secured Parties) punctual performance by the Borrower Company of all the Borrower's obligations Guaranteed Liabilities to that Noteholder; (b) undertakes with each Noteholder that whenever the Company does not pay any amount when due to that Noteholder under or in connection with the Loan Agreement and every other Finance Document; (b) undertakes to the Security Trustee that whenever the Borrower does not pay any amount when due under or in connection with the Loan Agreement and the other Finance Note Documents, the Guarantor shall immediately on demand pay that amount as if it was the principal obligor; (c) agrees with the Noteholder that if any obligation guaranteed by it is or becomes unenforceable, invalid or illegal, it will, as principal obligor and as an independent and primary obligation, indemnify the Security Trustee and each other Secured Party Noteholder immediately on demand against any losses, costs, claims, liabilities, damages, demands and expenses suffered or incurred by the Security Trustee against Noteholder arising out of, or in connection with, the Guaranteed Liabilities not being recoverable for any cost, loss reason or liability it incurs as a result any failure of the Borrower not paying Company to perform or discharge any amount which would, but for such unenforceability, invalidity or illegality, have been payable by it under the Loan Agreement or any other Finance Document on the date when it would have been due. Any such demand for indemnification shall be made through the Security Trustee, for itself or on behalf of the Secured PartiesGuaranteed Liabilities. The amount payable by the Guarantor under this indemnity will not exceed the amount it would have had to pay under this Clause 2.1 (Guarantee and indemnity) Deed if the amount claimed had been recoverable on the basis of a guarantee; and (d) undertakes to the Noteholders to comply with the provisions of the Loan Note Documents relating to the Observer (as defined therein) and to accept the appointment of the Observer as set out therein.

GUARANTEE AND INDEMNITY. The Guarantor unconditionally irrevocably and irrevocablyunconditionally: (a) guarantees to the Security Trustee (acting on behalf of the Secured Parties) each Finance Party punctual performance by each Transaction Obligor other than the Borrower Guarantor of all the Borrower's such other Transaction Obligor’s obligations under or in connection with the Loan Agreement and every other Finance DocumentDocuments; (b) undertakes to the Security Trustee with each Finance Party that whenever a Transaction Obligor other than the Borrower Guarantor does not pay any amount when due under or in connection with the Loan Agreement and the other any Finance DocumentsDocument, the Guarantor shall immediately on demand pay that amount as if it was were the principal obligor;; and (c) agrees with each Finance Party that if any obligation guaranteed by it is or becomes unenforceable, invalid or illegal, it will, as an independent and primary obligation, indemnify the Security Trustee and each other Secured that Finance Party immediately on demand by the Security Trustee against any cost, loss or liability it incurs as a result of a Transaction Obligor other than the Borrower Guarantor not paying any amount which would, but for such unenforceability, invalidity or illegality, have been payable by it under the Loan Agreement or any other Finance Document on the date when it would have been due. Any such demand for indemnification shall be made through the Security Trustee, for itself or on behalf of the Secured Parties. The amount payable by the Guarantor under this indemnity will not exceed the amount it would have had to pay under this Clause 2.1 16 (Guarantee and indemnityIndemnity) if the amount claimed had been recoverable on the basis of a guarantee.

GUARANTEE AND INDEMNITY. The Each Subsidiary Guarantor unconditionally jointly and irrevocablyseverally and irrevocably and unconditionally: (a) guarantees to the Security Trustee (acting on behalf of the Secured Parties) each Issuing Bank punctual performance by the Borrower each Obligor of all the Borrower's its obligations under or in connection with the Loan Agreement and every other Finance DocumentFinancing Agreements; (b) undertakes with each Issuing Bank to the Security Trustee that whenever the Borrower does pay as primary obligor and not pay any amount when as surety, principal, interest and all other amounts due under or in connection with any Financing Agreement including but not limited to the Loan Agreement payment of principal, interest (including default interest and post-petition interest) and the make-whole amount or swap breakage amounts or libor breakage amounts, if any, and the due and punctual payment of all other Finance Documentsamounts payable (all such obligations so guaranteed are herein collectively referred to as the “Guaranteed Obligations”), the Guarantor shall it must immediately on demand by the Issuing Banks pay that amount as if it was were the principal obligor;obligor in respect of that amount; and (c) agrees indemnifies each Issuing Bank immediately on demand against any loss or liability suffered by that Issuing Bank if any obligation guaranteed by it is or becomes unenforceable, invalid or illegal, it will, as an independent and primary obligation, indemnify ; the Security Trustee and each other Secured Party immediately on demand by amount of the Security Trustee against any cost, loss or liability it incurs as a result of the Borrower not paying any amount which would, but for such unenforceability, invalidity or illegality, have been payable by it under the Loan Agreement or any other Finance Document on the date when it would have been due. Any such demand for indemnification shall be made through the Security Trustee, for itself or on behalf of the Secured Parties. The amount payable by the Guarantor under this indemnity will not exceed be equal to the amount it the Issuing Banks would otherwise have had been entitled to pay under this Clause 2.1 (Guarantee and indemnity) if the amount claimed had been recoverable on the basis of a guaranteerecover.

GUARANTEE AND INDEMNITY. The Each Guarantor irrevocably and unconditionally jointly and irrevocablyseverally: (a) guarantees to the Security Trustee (acting on behalf of the Secured Parties) each Finance Party punctual performance by the Borrower each other Transaction Obligor of all the Borrower's of that other Transaction Obligor’s obligations under or in connection with the Loan Agreement and every other Finance DocumentDocuments; (b) undertakes to the Security Trustee with each Finance Party that whenever the Borrower another Transaction Obligor does not pay any amount when due under or in connection with the Loan Agreement and the other any Finance DocumentsDocument, the that Guarantor shall immediately on demand pay that amount as if it was the principal obligor;; and (c) agrees with each Finance Party that if any obligation guaranteed by it is or becomes unenforceable, invalid or illegal, it will, as an independent and primary obligation, indemnify the Security Trustee and each other Secured that Finance Party immediately on demand by the Security Trustee against any cost, loss or liability it which such Finance Party incurs as a result of the Borrower a Transaction Obligor not paying any amount which would, but for such unenforceability, invalidity or illegality, have been payable by it such Transaction Obligor under the Loan Agreement or any other Finance Document on the date when it would have been due. Any such demand for indemnification shall be made through the Security Trustee, for itself or on behalf of the Secured Parties. The amount payable by the a Guarantor under this indemnity will not exceed the amount it would have had to pay under this Clause 2.1 (Guarantee and indemnity) 19 if the amount claimed demanded had been recoverable on the basis of a guarantee.

GUARANTEE AND INDEMNITY. The Each Guarantor irrevocably and unconditionally jointly and irrevocablyseverally: (a) guarantees to the Security Trustee (acting on behalf of the Secured Parties) each External Creditor punctual performance by the Borrower each other Debtor of all the Borrower's that Debtors' obligations under or in connection with the Loan Agreement and every other Finance DocumentSecured Debt Documents; (b) undertakes to the Security Trustee with each External Creditor that whenever the Borrower a Debtor does not pay any amount when due under or in connection with the Loan Agreement and the other Finance Documentsany Secured Debt Document, the that Guarantor shall immediately on demand pay that amount as if it was the principal obligor;; and (c) agrees with each External Creditor that if any obligation guaranteed by it is or becomes unenforceable, invalid or illegal, it will, as an independent and primary obligation, indemnify the Security Trustee and each other Secured Party that External Creditor immediately on demand by the Security Trustee against any cost, loss or liability it incurs as a result of the Borrower a Debtor not paying any amount which would, but for such unenforceability, invalidity or illegality, have been payable by it under the Loan Agreement or any other Finance Secured Debt Document on the date when it would have been due. Any such demand for indemnification shall be made through the Security Trustee, for itself or on behalf of the Secured Parties. The amount payable by the a Guarantor under this indemnity will not exceed the amount it would have had to pay under this Clause 2.1 (Guarantee and indemnity) 15 if the amount claimed had been recoverable on the basis of a guarantee.

GUARANTEE AND INDEMNITY. The Each Subsidiary Guarantor unconditionally jointly and irrevocablyseverally and irrevocably and unconditionally: (a) guarantees to the Security Trustee (acting on behalf each holder of the Secured Parties) Notes punctual performance by the Borrower each Obligor of all the Borrower's its obligations under or in connection with the Loan Agreement and every other Finance DocumentFinancing Agreements; (b) undertakes with each holder of Notes to the Security Trustee that whenever the Borrower does pay as primary obligor and not pay any amount when as surety, principal, Make-Whole Amount, Modified Make-Whole Amount, interest and all other amounts due under or in connection with any Financing Agreement including but not limited to the Loan Agreement payment of principal, interest (including default interest and post-petition interest) and the make-whole amount or swap breakage amounts or libor breakage amounts, if any, and the due and punctual payment of all other Finance Documentsamounts payable (all such obligations so guaranteed are herein collectively referred to as the "Guaranteed Obligations"), the Guarantor shall it must immediately on demand by the Required Holders pay that amount as if it was were the principal obligor;obligor in respect of that amount; and (c) agrees indemnifies each holder of Notes immediately on demand against any loss or liability suffered by that holder of Notes if any obligation guaranteed by it is or becomes unenforceable, invalid or illegal, it will, as an independent and primary obligation, indemnify ; the Security Trustee and each other Secured Party immediately on demand by amount of the Security Trustee against any cost, loss or liability it incurs as a result of the Borrower not paying any amount which would, but for such unenforceability, invalidity or illegality, have been payable by it under the Loan Agreement or any other Finance Document on the date when it would have been due. Any such demand for indemnification shall be made through the Security Trustee, for itself or on behalf of the Secured Parties. The amount payable by the Guarantor under this indemnity will not exceed be equal to the amount it the holder of Notes would otherwise have had been entitled to pay under this Clause 2.1 (Guarantee and indemnity) if the amount claimed had been recoverable on the basis of a guaranteerecover.

GUARANTEE AND INDEMNITY. The 3.1.1 Subject to any limitations set out in Clause 3.10 (Limitations) or in any Accession Letter by which such Guarantor becomes a Party, each Guarantor irrevocably and unconditionally jointly and irrevocablyseverally: (a) as a principal obligor (proprieborgen) guarantees to each Secured Party, as represented by the Security Trustee (acting on behalf Agent, the full and punctual payment and performance by the Obligors of the Secured Parties) punctual performance Obligations including, but not limited to, the payment of principal and interest under the Secured Finance Documents when due, whether at maturity, by the Borrower acceleration, by redemption or otherwise, and interest on any such obligation which is overdue, and of all other monetary obligations of the Borrower's obligations under or in connection with Obligors to the Loan Agreement and every other Finance DocumentSecured Parties; (b) undertakes to with each Secured Party, as represented by the Security Trustee Agent, that whenever the Borrower any Obligor does not pay any amount when due under or in connection with the Loan Agreement and the other Secured Finance Documents, the that Guarantor shall immediately on demand pay that amount as if it was the principal obligor;; and (c) agrees with each Secured Party that if any obligation guaranteed by it is or becomes unenforceable, invalid or illegal, it will, as an independent and primary obligation, indemnify the Security Trustee and each other that Secured Party immediately on demand by the Security Trustee against any cost, loss or liability it such Secured Party incurs as a result of the Borrower a Guarantor not paying any amount which would, but for such unenforceability, invalidity or illegality, have been payable by it under the Loan Agreement or any other Secured Finance Document on the date when it would have been due. Any such demand for indemnification shall be made through the Security Trustee, for itself or on behalf of the Secured Parties. The amount payable by the a Guarantor under this indemnity will not exceed the amount it would have had to pay under this Clause 2.1 (Guarantee and indemnity) 3 if the amount claimed had been recoverable on the basis of a guarantee. 3.1.2 Each Guarantor confirms that it has been provided with copies of each Secured Finance Document and acknowledges the terms of which it shall be guaranteeing.

GUARANTEE AND INDEMNITY. The 18.1 GUARANTEE AND INDEMNITY Subject to the provisos and confirmations contained in Clause 18.9 (CONFIRMATIONS AND RESTRICTIONS) each Guarantor unconditionally irrevocably and irrevocablyunconditionally: (a) guarantees to the Security Trustee (acting on behalf of the each Secured Parties) Party punctual performance by the Borrower each Obligor of all the Borrowerthat Obligor's obligations under or in connection with the Loan Agreement and every other Finance DocumentDocuments; (b) undertakes to the Security Trustee with each Secured Party that whenever the Borrower an Obligor does not pay any amount when due under or in connection with the Loan Agreement and the other any Finance DocumentsDocument, the Guarantor shall immediately on demand pay that amount as if it was the principal obligor;; and (c) agrees indemnifies each Secured Party immediately on demand against any cost, loss or liability suffered by that Secured Party if any obligation guaranteed by it is or becomes unenforceable, invalid or illegal, it will, as an independent and primary obligation, indemnify . The amount of the Security Trustee and each other Secured Party immediately on demand by the Security Trustee against any cost, loss or liability it incurs shall be equal to the amount which that Secured Party would otherwise have been entitled to recover. 18.2 CONTINUING GUARANTEE This guarantee is a continuing guarantee and will extend to the ultimate balance of sums payable by any Obligor under the Finance Documents, regardless of any intermediate payment or discharge in whole or in part. 18.3 REINSTATEMENT If any payment by an Obligor or any discharge given by a Finance Party or Bilateral Bank (whether in respect of the obligations of an Obligor or any security for those obligations or otherwise) is avoided or reduced as a result of the Borrower not paying any amount which would, but for such unenforceability, invalidity or illegality, have been payable by it under the Loan Agreement insolvency or any other similar event: (a) the liability of the Guarantor shall continue as if the payment, discharge, avoidance or reduction had not occurred; and (b) each Finance Document on the date when it would have been due. Any such demand for indemnification Party shall be made through entitled to recover the Security Trusteevalue or amount of that security or payment from the Guarantor, for itself or on behalf of the Secured Parties. The amount payable by the Guarantor under this indemnity will not exceed the amount it would have had to pay under this Clause 2.1 (Guarantee and indemnity) as if the amount claimed payment, discharge, avoidance or reduction had been recoverable on the basis of a guaranteenot occurred.

GUARANTEE AND INDEMNITY. The Guarantor unconditionally irrevocably and irrevocablyunconditionally: (a) guarantees to the Security Trustee (acting on behalf of the Secured Parties) each Finance Party punctual performance by each Transaction Obligor other than the Borrower Guarantor of all the Borrower's such other Transaction Obligor’s obligations under or in connection with the Loan Agreement and every other Finance DocumentDocuments; (b) undertakes to the Security Trustee with each Finance Party that whenever a Transaction Obligor other than the Borrower Guarantor does not pay any amount when due under or in connection with the Loan Agreement and the other any Finance DocumentsDocument, the Guarantor shall immediately on demand pay that amount as if it was were the principal obligor;; and (c) agrees with each Finance Party that if any obligation guaranteed by it is or becomes unenforceable, invalid or illegal, it will, as an independent and primary obligation, indemnify the Security Trustee and each other Secured that Finance Party immediately on demand by the Security Trustee against any cost, loss or liability it incurs as a result of a Transaction Obligor other than the Borrower Guarantor not paying any amount which would, but for such unenforceability, invalidity or illegality, have been payable by it under the Loan Agreement or any other Finance Document on the date when it would have been due. Any such demand for indemnification shall be made through the Security Trustee, for itself or on behalf of the Secured Parties. The amount payable by the Guarantor under this indemnity will not exceed the amount it would have had to pay under this Clause 2.1 17 (Guarantee and indemnityIndemnity) if the amount claimed had been recoverable on the basis of a guarantee.

GUARANTEE AND INDEMNITY. The Each Guarantor unconditionally irrevocably and irrevocablyunconditionally, jointly and severally, as a principal obligor and not merely as a surety and on the basis of discrete obligations enforceable against it: (a) 17.1.1 guarantees to the Security Trustee (acting on behalf of the Secured Parties) Lender punctual performance by the Borrower each other Obligor of all the Borrowerthat Obligor's obligations under or in connection the Finance Documents; 17.1.2 undertakes with the Loan Agreement and every other Finance Document; (b) undertakes to the Security Trustee Lender that whenever the Borrower another Obligor does not pay any amount when due under or in connection with the Loan Agreement and the other any Finance DocumentsDocument, the Guarantor it shall immediately on demand pay that amount as if it was the principal obligor;; and (c) 17.1.3 agrees with the Lender that if any obligation guaranteed by it is or becomes unenforceable, invalid or illegal, it will, as an independent and primary obligation, indemnify the Security Trustee and each other Secured Party Lender immediately on demand by the Security Trustee against any cost, loss or liability it incurs as a result of the Borrower an Obligor not paying any amount which would, but for such unenforceability, invalidity or illegality, have been payable by it under the Loan Agreement or any other Finance Document on the date when it would have been due. Any such demand for indemnification shall be made through the Security Trustee, for itself or on behalf of the Secured Parties. The amount payable by the Guarantor an Obligor under this indemnity will not exceed the amount it would have had to pay under this Clause 2.1 (Guarantee and indemnity) 17 if the amount claimed had been recoverable on the basis of a guarantee.

GUARANTEE AND INDEMNITY. The Guarantor unconditionally irrevocably and irrevocablyunconditionally: (a) guarantees to each Finance Party and the Security Trustee (acting on behalf of the Secured Parties) Hedging Banks punctual performance by the Borrower Borrowers of all the Borrower's Borrowers' obligations under or in connection with the Loan Agreement Finance Documents and every other Finance Document;any Hedging Agreement. (b) undertakes to with each Finance Party and the Security Trustee Hedging Banks that whenever the a Borrower does not pay any amount when due under or in connection with the Loan Agreement any Finance Document and the other Finance Documentsany Hedging Agreement, the Guarantor it shall immediately on demand pay that amount as if it was the principal obligor;; and (c) agrees with each Finance Party and the Hedging Banks that if any obligation guaranteed by it is or becomes unenforceable, invalid or illegal, it will, as an independent and primary obligation, indemnify the Security Trustee and each other Secured that Finance Party or Hedging Banks immediately on demand by the Security Trustee against any cost, loss or liability it incurs as a result of the Borrower Borrowers not paying any amount which would, but for such unenforceability, invalidity or illegality, have been payable by it under the Loan Agreement or any other Finance Document and any Hedging Agreement on the date when it would have been due. Any such demand for indemnification shall be made through the Security Trustee, for itself or on behalf of the Secured Parties. The amount payable by the relevant Guarantor under this indemnity will not exceed the amount it would have had to pay under this Clause 2.1 18 (Guarantee and indemnity) if the amount claimed had been recoverable on the basis of a guarantee; provided, however, that the maximum guarantee liability of the Guarantor hereunder shall always be limited to USD 106,500,000 plus (i) any interest, default interest, Break Cost or other costs, fees and expenses related to the Borrowers' obligations under the Finance Documents and any Hedging Agreement and (ii) any default interest or other costs, fees and expenses related to the liability of the relevant Guarantor hereunder.

GUARANTEE AND INDEMNITY. The Guarantor unconditionally irrevocably and irrevocablyunconditionally: (a) guarantees to the Security Trustee (acting on behalf of the each Secured Parties) Party punctual performance by the Borrower each Obligor of all the Borrower's its obligations under or in connection with the Loan Agreement and every other Guaranteed Finance DocumentDocuments; (b) undertakes to the Security Trustee that with each Secured Party that, whenever the Borrower an Obligor does not pay any amount when due and payable (taking into account any grace period applicable in respect of such Obligor’s obligation to pay such amount) under or in connection with the Loan Agreement and the other any Guaranteed Finance DocumentsDocument, the Guarantor shall it must immediately on demand by the Security Agent pay that amount as if it was were the principal obligor;debtor in respect of that amount; and (c) agrees with each Secured Party that if if, for any obligation guaranteed reason, any amount claimed by it a Secured Party under this Clause is or becomes unenforceable, invalid or illegal, it will, not recoverable from the Guarantor on the basis of a guarantee then the Guarantor will be liable as an independent a principal debtor and primary obligation, obligor to indemnify the Security Trustee and each other that Secured Party immediately on demand by the Security Trustee against in respect of any cost, loss or liability it incurs as a result of the Borrower not paying an Obligor failing to pay any amount which would, but for such unenforceability, invalidity or illegality, have been expressed to be payable by it under the Loan Agreement or any other a Guaranteed Finance Document on the date when it would ought to have been due. Any such demand for indemnification shall be made through the Security Trustee, for itself or on behalf of the Secured Partiespaid. The amount payable by the Guarantor under this indemnity will not exceed the amount it would have had to pay under this Clause 2.1 (Guarantee and indemnity) if had the amount claimed had been recoverable on the basis of a guarantee.

GUARANTEE AND INDEMNITY. The Each Guarantor hereby irrevocably and unconditionally and irrevocablyjointly and severally with the other Guarantors: (a) guarantees to the Security Trustee Agent (acting on behalf of as trustee for the Secured Finance Parties) and the other Finance Parties punctual performance by the Borrower each other Obligor of all the Borrowersuch Obligor's obligations under or in connection with the Loan Agreement and every other Finance DocumentDocuments; (b) undertakes to with the Security Trustee Agent (as trustee for the Finance Parties) and the other Finance Parties that whenever the Borrower another Obligor does not pay any amount when due under or in connection with the Loan Agreement and the other any Finance DocumentsDocument, the Guarantor it shall immediately on demand pay that amount as if it was the principal obligor;; and (c) agrees with the Security Agent (as trustee for the Finance Parties) and the other Finance Parties that it will, as an independent and primary obligation, indemnify each Finance Party immediately on demand against any cost, loss or liability it incurs (i) if any obligation guaranteed by it is or becomes unenforceable, invalid or illegal, it will, as an independent and primary obligation, indemnify the Security Trustee and each other Secured Party immediately on demand by the Security Trustee against any illegal where such cost, loss or liability it incurs arises as a result of the Borrower Borrowers not paying any amount which would, but for such unenforceability, invalidity or illegality, illegality have been payable by it the Borrowers under the Loan Agreement or any other Finance Document on the date when it would have been due. Any such demand for indemnification shall be made through the Security Trustee, for itself or on behalf (ii) if as a result (directly or indirectly) of the Secured Partiesintroduction of or any change in (or the interpretation, administration or application of) any law or regulation, or compliance with any law, regulation or administrative procedure made after entry into this Agreement (a Change in Law), there is a change in the currency, the value of the currency or the timing, place or manner in which any obligation guaranteed by any Guarantor is payable. The amount payable by the any Guarantor under this indemnity will not exceed indemnity: (i) in respect of paragraph (c)(i) above, shall be the amount it would have had to pay under this Clause 2.1 (Guarantee and indemnity) clause 17.1 if the amount claimed had been recoverable on the basis of a guaranteeguarantee but for any relevant unenforceability, invalidity or illegality; and (ii) in respect of paragraph (c)(ii) above, shall include (1) the difference between (x) the amount (if any) received by the Agent and the other Finance Parties from the Borrowers and (y) the amount that the Borrowers were obliged to pay under the original express terms of the Finance Documents in the currency specified in the Finance Documents, disregarding any Change in Law (the Original Currency), and (2) all further costs, losses and liabilities suffered or incurred by the Agent and the other Finance Parties as a result of a Change in Law. For the purposes of (1)(x) above, if payment was not received by the Agent or the other Finance Parties in the Original Currency, the amount received by the Agent and the other Finance Parties shall be deemed to be that payment's equivalent in the Original Currency converted, actually or notionally at the Agent's discretion, on the day of receipt at the then prevailing spot rate of exchange of the Agent or if, in the Agent's opinion, it could not reasonably or properly have made a conversion on the day of receipt of the equivalent of that payment in the Original Currency, that payment's equivalent as soon as the Agent could, in its opinion, reasonably and properly have made a conversion of the Original Currency with the currency of payment. If the Original Currency no longer exists, the Guarantors shall make such payment in such currency as is, in the reasonable opinion of the Agent, required, after taking into account any payments by the Borrowers, to place the Agent and the other Finance Parties in a position reasonably comparable to that it would have been in had the Original Currency continued to exist.

GUARANTEE AND INDEMNITY. The 3.1 Guarantee and indemnity Each New Guarantor, jointly and severally with the other New Guarantor unconditionally and irrevocably: the Guarantor, irrevocably and unconditionally: (a) guarantees to the Security Trustee Agent (acting on behalf of as trustee for the Secured Finance Parties) and the other Finance Parties punctual performance by the Borrower each other Obligor of all the Borrower's such Obligor’s obligations under or in connection with the Loan Agreement and every other Finance Document; Documents; (b) undertakes to with the Security Trustee Agent (as trustee for the Finance Parties) and the other Finance Parties that whenever another Obligor (other than the Borrower Charterer) does not pay any amount when due under or in connection with the Loan Agreement and the other any Finance DocumentsDocument, the Guarantor it shall immediately on demand pay that amount as if it was the principal obligor; ; and (c) agrees with the Security Agent (as trustee for the Finance Parties) and the other Finance Parties that if any obligation guaranteed by it is or becomes unenforceable, invalid or illegal, it will, as an independent and primary obligation, obligation indemnify the Security Trustee and each other Secured that Finance Party immediately on demand by the Security Trustee against any cost, loss or liability it incurs as a result of another Obligor (other than the Borrower Charterer) not paying any amount which would, but for such unenforceability, invalidity or illegality, have been payable by it such Obligor under the Loan Agreement or any other Finance Document on the date when it would have been due. Any such demand for indemnification shall be made through the Security Trustee, for itself or on behalf of the Secured Parties. The amount payable by the Guarantor under this indemnity will not exceed the amount it that would have had to pay been payable under this Clause 2.1 (Guarantee and indemnity) clause 3.1 if the amount claimed had been recoverable on the basis of a guarantee.

GUARANTEE AND INDEMNITY. The Guarantor 3.1 Each Guarantor, as a principal obligor and not merely as a surety and on the basis of discrete obligations enforceable against it, irrevocably and unconditionally and irrevocably:jointly and severally – (a) guarantees 3.1.1 guarantee to the Security Trustee (acting on behalf Debt Guarantor the punctual performance of the Secured Parties) punctual performance by the Borrower of all the Borrower's obligations under or in connection with the Loan Agreement and every other Finance DocumentGuaranteed Obligations; (b) undertakes 3.1.2 undertake to the Security Trustee Debt Guarantor that whenever the Borrower any Obligor does not pay any amount when due under or in connection with the Loan Agreement and the other Finance Documentsany Guaranteed Obligations, the Guarantor each of them shall immediately on demand by the Debt Guarantor pay that amount as if it was the principal obligor;; and (c) 3.1.3 agrees with the Debt Guarantor that if any obligation guaranteed by it Guaranteed Obligation is or becomes unenforceable, invalid or illegal, it will, as an independent and primary obligation, indemnify the Security Trustee and each other Secured Party Debt Guarantor immediately on demand by the Security Trustee Debt Guarantor against any cost, loss or liability it incurs as a result of the Borrower any Obligor not paying any amount which would, but for such unenforceability, invalidity or illegality, have been payable by it under the Loan Agreement or any other Finance Document Guaranteed Obligation on the date when it would have been due. Any such demand for indemnification shall be made through due (and the Security Trustee, for itself or on behalf of the Secured Parties. The amount payable by the Guarantor either of them under this indemnity will not exceed the amount it would have had to pay under this Clause 2.1 (Guarantee and indemnity) clause 3 if the amount claimed had been recoverable on the basis of a guarantee).

GUARANTEE AND INDEMNITY. The In order to induce the Lenders to make the Loan to the Borrower, each Guarantor irrevocably and unconditionally jointly and irrevocablyseverally: (a) guarantees to the Security Trustee (acting on behalf of the Secured Parties) each Finance Party, as a primary obligor and not merely as a surety, punctual payment and performance by the Borrower of all the Borrower's ’s obligations under or in connection with the Loan Agreement and every other Finance DocumentDocuments; (b) undertakes to the Security Trustee with each Finance Party that whenever the Borrower does not pay any amount (whether for principal, interest, fees, expenses or otherwise) when due (whether at stated maturity, by acceleration or otherwise) under or in connection with the Loan Agreement and the other any Finance DocumentsDocument, the such Guarantor shall immediately on demand pay that amount as if it was were the principal primary obligor;; and (c) agrees with each Finance Party that if any obligation guaranteed by it is or becomes unenforceable, invalid or illegal, it will, as an independent and primary obligation, indemnify the Security Trustee and each other Secured that Finance Party immediately on demand by the Security Trustee against any cost, loss or liability it incurs as a result of the Borrower not paying any amount which would, but for such unenforceability, invalidity or illegality, have been payable by it under the Loan Agreement or any other Finance Document on the date when it would have been due. Any such demand for indemnification shall be made through the Security Trustee, for itself or on behalf of the Secured Parties. The amount payable by the such Guarantor under this indemnity will not exceed the amount it would have had to pay under this Clause 2.1 17 (Guarantee and indemnityIndemnity) if the amount claimed had been recoverable on the basis of a guarantee.

GUARANTEE AND INDEMNITY. The Each Guarantor irrevocably and unconditionally jointly and irrevocablyseverally: (a) guarantees to the Security Bond Trustee (acting on behalf of itself and the Secured Parties) bondholders the punctual performance by the Borrower of all the Borrower's obligations Secured Obligations by any member of the Group and by each Obligor to the Bond Trustee under or in connection with the Loan Agreement and every other Finance DocumentDocuments; (b) undertakes to with the Security Bond Trustee that whenever any member of the Borrower Group or any Obligor does not pay to the Bond Trustee any amount when due under or in connection with the Loan Agreement and the other any Finance DocumentsDocument, the that Guarantor shall immediately on demand pay that amount as if it was the principal obligor;; and (c) agrees with the Bond Trustee that if any obligation guaranteed by it is or becomes unenforceable, invalid or illegal, it will, as an independent and primary obligation, indemnify the Security Bond Trustee and each other Secured Party immediately on demand by the Security Trustee against any cost, loss or liability it incurs as a result of any member of the Borrower Group or any Obligor not paying any amount which would, but for such unenforceability, invalidity or illegality, have been payable by it to the Bond Trustee under the Loan Agreement or any other Finance Document on the date when it would have been due. Any such demand for indemnification shall be made through the Security Trustee, for itself or on behalf of the Secured Parties. The amount payable by the a Guarantor under this indemnity will not exceed the amount it would have had to pay under this Clause 2.1 (Guarantee and indemnity) Agreement if the amount claimed had been recoverable on the basis of a guarantee.

GUARANTEE AND INDEMNITY. The Corporate Guarantor unconditionally irrevocably and irrevocablyunconditionally: (a) guarantees to the Security Trustee (acting on behalf of the Secured Parties) each Finance Party punctual performance by each Obligor other than the Borrower Corporate Guarantor of all the Borrower's such other Obligor’s obligations under or in connection with the Loan Agreement and every other Finance DocumentDocuments; (b) undertakes to the Security Trustee with each Finance Party that whenever an Obligor other than the Borrower Corporate Guarantor does not pay any amount when due under or in connection with the Loan Agreement and the other any Finance DocumentsDocument, the Corporate Guarantor shall immediately on demand pay that amount as if it was were the principal obligor;; and (c) agrees with each Finance Party that if any obligation guaranteed by it is or becomes unenforceable, invalid or illegal, it will, as an independent and primary obligation, indemnify the Security Trustee and each other Secured that Finance Party immediately on demand by the Security Trustee against any cost, loss or liability it incurs as a result of an Obligor other than the Borrower Corporate Guarantor not paying any amount which would, but for such unenforceability, invalidity or illegality, have been payable by it under the Loan Agreement or any other Finance Document on the date when it would have been due. Any such demand for indemnification shall be made through the Security Trustee, for itself or on behalf of the Secured Parties. The amount payable by the Corporate Guarantor under this indemnity will not exceed the amount it would have had to pay under this Clause 2.1 17 (Guarantee and indemnityIndemnity) if the amount claimed had been recoverable on the basis of a guarantee.

GUARANTEE AND INDEMNITY. The Each Subsidiary Guarantor unconditionally jointly and irrevocablyseverally and irrevocably and unconditionally: (a) guarantees to the Security Trustee (acting on behalf each holder of the Secured Parties) Notes punctual performance by the Borrower each Obligor of all the Borrower's its obligations under or in connection with the Loan Agreement and every other Finance DocumentFinancing Agreements; (b) undertakes with each holder of Notes to the Security Trustee that whenever the Borrower does pay as primary obligor and not pay any amount when as surety, principal, Make-Whole Amount, Modified Make-Whole Amount, interest and all other amounts due under or in connection with any Financing Agreement including but not limited to the Loan Agreement payment of principal, interest (including default interest and post-petition interest) and the make-whole amount or swap breakage amounts or libor breakage amounts, if any, and the due and punctual payment of all other Finance Documentsamounts payable (all such obligations so guaranteed are herein collectively referred to as the “Guaranteed Obligations”), the Guarantor shall it must immediately on demand by the Required Holders pay that amount as if it was were the principal obligor;obligor in respect of that amount; and (c) agrees indemnifies each holder of Notes immediately on demand against any loss or liability suffered by that holder of Notes if any obligation guaranteed by it is or becomes unenforceable, invalid or illegal, it will, as an independent and primary obligation, indemnify ; the Security Trustee and each other Secured Party immediately on demand by amount of the Security Trustee against any cost, loss or liability it incurs as a result of the Borrower not paying any amount which would, but for such unenforceability, invalidity or illegality, have been payable by it under the Loan Agreement or any other Finance Document on the date when it would have been due. Any such demand for indemnification shall be made through the Security Trustee, for itself or on behalf of the Secured Parties. The amount payable by the Guarantor under this indemnity will not exceed be equal to the amount it the holder of Notes would otherwise have had been entitled to pay under this Clause 2.1 (Guarantee and indemnity) if the amount claimed had been recoverable on the basis of a guaranteerecover.

GUARANTEE AND INDEMNITY. The Guarantor unconditionally irrevocably and irrevocablyunconditionally: (a) guarantees to each Finance Party the Security Trustee (acting on behalf of the Secured Parties) punctual performance by the Borrower of all the Borrower's ’s obligations under or in connection with the Loan Agreement and every other Finance Document;Documents. (b) undertakes to the Security Trustee with each Finance Party that whenever the Borrower does not pay any amount when due under or in connection with the Loan Agreement and the other any Finance DocumentsDocument, the Guarantor it shall immediately on demand pay that amount as if it was the principal obligor; ; and (c) agrees with each Finance Party that if any obligation guaranteed by it is or becomes unenforceable, invalid or illegal, it will, as an independent and primary obligation, indemnify the Security Trustee and each other Secured that Finance Party immediately on demand by the Security Trustee against any cost, loss or liability it incurs as a result of the Borrower not paying any amount which would, but for such unenforceability, invalidity or illegality, have been payable by it under the Loan Agreement or any other Finance Document on the date when it would have been due. Any such demand for indemnification shall be made through the Security Trustee, for itself or on behalf of the Secured Parties. The amount payable by the Guarantor under this indemnity will not exceed the amount it would have had to pay under this Clause 2.1 19 (Guarantee and indemnity) if the amount claimed had been recoverable on the basis of a guarantee; provided, however, that the maximum guarantee liability of the Guarantor hereunder shall always be limited to USD 59,280,000 plus (i) any interest, default interest, Break Cost, Prepayment Costs, or other costs, fees, indemnities and expenses related to the Borrower’s obligations under the Finance Documents and (ii) any default interest or other costs, fees and expenses related to the liability of the Guarantor hereunder.

GUARANTEE AND INDEMNITY. The Guarantor unconditionally and irrevocably: (a) guarantees to the Security Trustee (acting on behalf due payment of the Secured PartiesGuaranteed Tranches (or any of them) punctual performance by the Borrower and of all the Borrower's obligations amounts payable by any Relevant Borrower under or in connection with the Loan Agreement Agreement, the Master Agreements and every other Finance DocumentDocument in connection with, or attributable to, any Guaranteed Tranche in respect of the period during which that Relevant Borrower is a member of the Group; (b) undertakes to pay to the Security Trustee Trustee, on the Security Trustee’s demand, any such amount which is not paid by a Relevant Borrower when payable in respect of the period during which that whenever Relevant Borrower is a member of the Borrower does not pay any amount when due under or in connection with the Loan Agreement and the other Finance Documents, the Guarantor shall immediately on demand pay that amount as if it was the principal obligor;Group; and (c) agrees that if any obligation guaranteed by it is or becomes unenforceable, invalid or illegal, it will, as an independent and primary obligation, to fully indemnify the Security Trustee and each other Secured Creditor Party immediately on the Security Trustee’s demand in respect of all claims, reasonable expenses, liabilities and losses which are made or brought against or incurred by the Security Trustee against or any cost, loss or liability it incurs other Creditor Party concerned as a result of the Borrower not paying or in connection with any amount which would, but for such unenforceability, invalidity obligation or illegality, have been payable by it under the Loan Agreement or any other Finance Document on the date when it would have been due. Any such demand for indemnification shall be made through the Security Trustee, for itself or on behalf of the Secured Parties. The amount payable liability guaranteed by the Guarantor being or becoming unenforceable, invalid, void or illegal; and the amount recoverable under this indemnity will not exceed shall be equal to the amount it which the Security Trustee or the other Creditor Party concerned would otherwise have had been entitled to pay recover Provided however that, for the avoidance of doubt, the Guarantor shall only be liable under this Clause 2.1 (Guarantee and indemnity) if from the amount claimed had been recoverable date on which any Borrower becomes a member of the basis of Group following a guaranteeDropdown.

GUARANTEE AND INDEMNITY. The Each Hedge Guarantor irrevocably and unconditionally jointly and irrevocablyseverally: (a) guarantees to the Security Trustee (acting on behalf of the Secured Parties) each Hedge Counterparty punctual performance by the each Borrower of all the that Borrower's ’s obligations under or in connection with the Loan Agreement and every other Finance DocumentHedging Agreements; (b) undertakes to the Security Trustee with each Hedge Counterparty that whenever the a Borrower does not pay any amount when due under or in connection with the Loan Agreement and the other Finance Documentsany Hedging Agreement, the that Hedge Guarantor shall immediately on demand pay that amount as if it was were the principal obligor;; and (c) agrees with each Hedge Counterparty that if any obligation guaranteed by it is or becomes unenforceable, invalid or illegal, it will, as an independent and primary obligation, indemnify the Security Trustee and each other Secured Party that Hedge Counterparty immediately on demand by the Security Trustee against any documented cost, loss or liability it incurs as a result of the a Borrower not paying any amount which would, but for such unenforceability, invalidity or illegality, have been payable by it under the Loan any Hedging Agreement or any other Finance Document on the date when it would have been due. Any such demand for indemnification shall be made through the Security Trustee, for itself or on behalf of the Secured Parties. The amount payable by the a Hedge Guarantor under this indemnity will not exceed the amount it would have had to pay under this Clause 2.1 18 (Guarantee and indemnityIndemnity – Hedge Guarantors) if the amount claimed had been recoverable on the basis of a guarantee.

GUARANTEE AND INDEMNITY. The In order to induce the Lenders to make the Facility available to the Borrower, each Guarantor irrevocably and unconditionally jointly and irrevocablyseverally: (a) guarantees to the Security Trustee (acting on behalf of the each Secured Parties) Creditor, as a primary obligor and not merely as a surety, punctual payment and performance by the Borrower and each other Obligor of all the Borrower's obligations under or in connection with the Loan Agreement and every other Finance DocumentSecured Obligations; (b) undertakes to the Security Trustee with each Secured Creditor that whenever the Borrower or any other Obligor does not pay any amount (whether for principal, interest, fees, expenses or otherwise) when due (whether at stated maturity, by acceleration or otherwise and giving effect to all applicable grace periods) under or in connection with the any Loan Agreement and the other Finance DocumentsDocument, the such Guarantor shall immediately on demand pay that amount as if it was were the principal primary obligor;; and (c) agrees with each Secured Creditor that if any obligation guaranteed by it is or becomes unenforceable, invalid or illegal, it will, as an independent and primary obligation, indemnify the Security Trustee and each other that Secured Party Creditor immediately on demand by the Security Trustee against any cost, loss or liability it incurs as a result of the Borrower or any other Obligor not paying any amount which would, but for such unenforceability, invalidity or illegality, have been payable by it under the any Loan Agreement or any other Finance Document on the date when it would have been due. Any such demand for indemnification shall be made through the Security Trustee, for itself or on behalf of the Secured Parties. The amount payable by the such Guarantor under this indemnity will not exceed the amount it would have had to pay under this Clause 2.1 (Guarantee and indemnity) Section 18 if the amount claimed had been recoverable on the basis of a guarantee.;

GUARANTEE AND INDEMNITY. The In order to induce the Lenders to make the Loan to the Borrower, each Subsidiary Guarantor irrevocably and unconditionally jointly and irrevocablyseverally: (a) guarantees to the Security Trustee (acting on behalf of the Secured Parties) each Creditor, as a primary obligor and not merely as a surety, punctual payment and performance by the Borrower and each other Credit Party of all the Borrower's their respective obligations under or in connection with the Loan Agreement and every other Finance DocumentTransaction Documents; (b) undertakes to the Security Trustee with each Creditor that whenever the Borrower or any other Credit Party does not pay any amount (whether for principal, interest, fees, expenses or otherwise) when due (whether at stated maturity, by acceleration or otherwise) under or in connection with the Loan Agreement and the other Finance Documentsany Transaction Document, the such Subsidiary Guarantor shall immediately on demand pay that amount as if it was were the principal primary obligor; (c) ; and agrees with each Creditor that if any obligation guaranteed by it is or becomes unenforceable, invalid or illegal, it will, as an independent and primary obligation, indemnify the Security Trustee and each other Secured Party that Creditor immediately on demand by the Security Trustee against any cost, loss or liability it incurs as a result of the Borrower or any other Credit Party not paying any amount which would, but for such unenforceability, invalidity or illegality, have been payable by it under the Loan Agreement or any other Finance Transaction Document on the date when it would have been due. Any such demand for indemnification shall be made through the Security Trustee, for itself or on behalf of the Secured Parties. The amount payable by the such Subsidiary Guarantor under this indemnity will not exceed the amount it would have had to pay under this Clause 2.1 (Guarantee and indemnity) Section 18 if the amount claimed had been recoverable on the basis of a guarantee.

GUARANTEE AND INDEMNITY. The (a) Each Guarantor irrevocably and unconditionally jointly and irrevocablyseverally: (ai) guarantees to the Security Trustee (acting on behalf of the Secured Parties) each Finance Party punctual performance by the Borrower Company of all the Borrower's its obligations under or the Finance Documents (including, without limitation, all amounts which, but for any US Debtor Relief Law, would become due and payable and all interest accruing after the commencement of any proceeding under a US Debtor Relief Law at the rate provided for in connection with the Loan Agreement and every other relevant Finance Document, whether or not allowed in any such proceeding); (bii) undertakes to the Security Trustee with each Finance Party that whenever the Borrower Company does not pay any amount when due under or in connection with the Loan Agreement and the other any Finance DocumentsDocument, the that Guarantor shall immediately on demand pay that amount as if it was the principal obligor;; and (ciii) agrees with each Finance Party that if any obligation guaranteed by it is or becomes unenforceable, invalid or illegal, it will, as an independent and primary obligation, indemnify the Security Trustee and each other Secured that Finance Party immediately on demand by the Security Trustee against any cost, loss or liability it incurs as a result of the Borrower Company not paying any amount which would, but for such unenforceability, invalidity or illegality, have been payable by it under the Loan Agreement or any other Finance Document on the date when it would have been due. Any such demand for indemnification shall be made through the Security Trustee, for itself or on behalf of the Secured Parties. The amount payable by the a Guarantor under this indemnity will not exceed the amount it would have had to pay under this Clause 2.1 (Guarantee and indemnity) 17 if the amount claimed had been recoverable on the basis of a guarantee. (b) Notwithstanding anything to the contrary herein, upon the occurrence of any Automatic Acceleration Event, any presentment, demand, protest or notice of any kind required by the foregoing clauses are expressly waived.

GUARANTEE AND INDEMNITY. The Each Hedge Guarantor irrevocably and unconditionally jointly and irrevocablyseverally: (a) guarantees to the Security Trustee (acting on behalf of the Secured Parties) each Hedge Counterparty punctual performance by the each Borrower of all the that Borrower's ’s obligations under or in connection with the Loan Agreement and every other Finance DocumentHedging Agreement; (b) undertakes to the Security Trustee with each Hedge Counterparty that whenever the a Borrower does not pay any amount when due under or in connection with the Loan Agreement and the other Finance Documentsany Hedging Agreement, the that Hedge Guarantor shall immediately on demand pay that amount as if it was were the principal obligor;; and (c) agrees with each Hedge Counterparty that if any obligation guaranteed by it is or becomes unenforceable, invalid or illegal, it will, as an independent and primary obligation, indemnify the Security Trustee and each other Secured Party that Hedge Counterparty immediately on demand by the Security Trustee against any cost, loss or liability it incurs as a result of the a Borrower not paying any amount which would, but for such unenforceability, invalidity or illegality, have been payable by it under the Loan any Hedging Agreement or any other Finance Document on the date when it would have been due. Any such demand for indemnification shall be made through the Security Trustee, for itself or on behalf of the Secured Parties. The amount payable by the a Hedge Guarantor under this indemnity will not exceed the amount it would have had to pay under this Clause 2.1 18 (Guarantee and indemnityIndemnity – Hedge Guarantors) if the amount claimed had been recoverable on the basis of a guarantee.

GUARANTEE AND INDEMNITY. The Guarantor unconditionally In order to induce the Lenders to make the Loan to the Borrowers, the Relevant Parent irrevocably and irrevocablyunconditionally: (a) guarantees to the Security Trustee (acting on behalf of the Secured Parties) each Creditor, as a primary obligor and not merely as a surety, punctual payment and performance by the Borrower Borrowers of all the Borrower's their respective obligations under or in connection with the Loan Agreement and every other Finance DocumentTransaction Documents; (b) undertakes to the Security Trustee with each Creditor that whenever any of the Borrower Borrowers y does not pay any amount (whether for principal, interest, fees, expenses or otherwise) when due (whether at stated maturity, by acceleration or otherwise) under or in connection with the Loan Agreement and the other Finance Documentsany Transaction Document, the Guarantor Relevant Parent shall immediately on demand pay that amount as if it was were the principal primary obligor;; and (c) agrees with each Creditor that if any obligation Obligation guaranteed by it is or becomes unenforceable, invalid or illegal, it will, as an independent and primary obligation, indemnify the Security Trustee and each other Secured Party that Creditor immediately on demand by the Security Trustee against any cost, loss or liability it incurs as a result of any of the Borrower Borrowers not paying any amount which would, but for such unenforceability, invalidity or illegality, have been payable by it under the Loan Agreement or any other Finance Transaction Document on the date when it would have been due. Any such demand for indemnification shall be made through the Security Trustee, for itself or on behalf of the Secured Parties. The amount payable by the Guarantor Relevant Parent under this indemnity will not exceed the amount it would have had to pay under this Clause 2.1 (Guarantee and indemnity) Section 18 if the amount claimed had been recoverable on the basis of a guarantee.

GUARANTEE AND INDEMNITY. The Guarantor unconditionally irrevocably and irrevocablyunconditionally: (a) guarantees to the Security Trustee (acting on behalf of the Secured Parties) each Finance Party punctual performance by the Borrower each Obligor (other than itself) (a “Guaranteed Obligor”) of all the Borrower's such Guaranteed Obligors’ obligations under or in connection with the Loan Agreement and every other Finance DocumentTransaction Documents; (b) undertakes to the Security Trustee with each Finance Party that whenever the Borrower any Guaranteed Obligor does not pay any amount when due under or in connection with the Loan Agreement and the other Finance Documentsany Transaction Document, the Guarantor shall immediately on demand pay that amount as if it was the principal obligor;; and (c) agrees with each Finance Party that if any obligation guaranteed by it it, any provision of the Transaction Documents or any Transaction Document is or becomes void or voidable, unenforceable, invalid or illegal, illegal it will, as an independent and primary obligation, indemnify the Security Trustee and each other Secured that Finance Party immediately on demand by the Security Trustee against any cost, loss or liability it incurs as a result of the Borrower any Guaranteed Obligor not paying any amount which would, but for such unenforceability, invalidity or illegalityillegality or but for such obligation, provision or Transaction Document becoming void or voidable, have been payable by it under the Loan Agreement or any other Finance Transaction Document on the date when it would have been due. Any such demand for indemnification shall be made through due and the Security Trustee, for itself or on behalf of the Secured Parties. The amount payable by the Guarantor under this indemnity will not exceed shall be equal to the amount it which the Finance Parties would have had otherwise been able to pay under this Clause 2.1 (Guarantee and indemnity) if the amount claimed had been recoverable on the basis of a guaranteerecover.

GUARANTEE AND INDEMNITY. The Each Subsidiary Guarantor unconditionally jointly and irrevocablyseverally and irrevocably and unconditionally: (a) guarantees to the Security Trustee (acting on behalf of the Secured Parties) Issuing Bank punctual performance by the Borrower each Obligor of all the Borrower's its obligations under or in connection with the Loan Agreement and every other Finance DocumentFinancing Agreements; (b) undertakes with the Issuing Bank to the Security Trustee that whenever the Borrower does pay as primary obligor and not pay any amount when as surety, principal, interest and all other amounts due under or in connection with any Financing Agreement including but not limited to the Loan Agreement payment of principal, interest (including default interest and post-petition interest) and the make-whole amount or swap breakage amounts or libor breakage amounts, if any, and the due and punctual payment of all other Finance Documentsamounts payable (all such obligations so guaranteed are herein collectively referred to as the “Guaranteed Obligations”), the Guarantor shall it must immediately on demand by the Issuing Bank pay that amount as if it was were the principal obligor;obligor in respect of that amount; and (c) agrees that indemnifies the Issuing Bank immediately on demand against any loss or liability suffered by the Issuing Bank if any obligation guaranteed by it is or becomes unenforceable, invalid or illegal, it will, as an independent and primary obligation, indemnify ; the Security Trustee and each other Secured Party immediately on demand by amount of the Security Trustee against any cost, loss or liability it incurs as a result of the Borrower not paying any amount which would, but for such unenforceability, invalidity or illegality, have been payable by it under the Loan Agreement or any other Finance Document on the date when it would have been due. Any such demand for indemnification shall be made through the Security Trustee, for itself or on behalf of the Secured Parties. The amount payable by the Guarantor under this indemnity will not exceed be equal to the amount it the Issuing Bank would otherwise have had been entitled to pay under this Clause 2.1 (Guarantee and indemnity) if the amount claimed had been recoverable on the basis of a guaranteerecover.

GUARANTEE AND INDEMNITY. 1.1 The Guarantor unconditionally irrevocably and irrevocablyunconditionally: (a) guarantees to the Security Trustee (acting on behalf of Owner the Secured Parties) due and punctual performance by the Borrower Bareboat Charterer of all the Borrower's Bareboat Charterer’s obligations under (whether actual or contingent) under, or in connection with with, the Loan Agreement and every other Finance DocumentRelevant Documents; (b) undertakes to with the Security Trustee Owner that whenever the Borrower Bareboat Charterer does not pay any amount when due under or in connection with the Loan Agreement and the other Finance Documentsany Relevant Document, the Guarantor shall immediately promptly on demand pay that amount as if it was the principal obligor;; and (c) agrees that if with the Owner that, if, for whatever reason, any obligation guaranteed by it is sums (or becomes unenforceable, invalid or illegal, it willother obligations, as an independent and primary obligation, indemnify the Security Trustee and each other Secured Party immediately on demand by the Security Trustee against any cost, loss case may be) hereby guaranteed are not recoverable (or liability it incurs as a result of the Borrower are not paying any amount which would, but for such unenforceability, invalidity or illegality, have been payable by it under the Loan Agreement or any other Finance Document on the date when it would have been due. Any such demand for indemnification shall able to be made through the Security Trustee, for itself or on behalf of the Secured Parties. The amount payable by the Guarantor under this indemnity will not exceed the amount it would have had satisfied) pursuant to pay under this Clause 2.1 (Guarantee and indemnity) if the amount claimed had been recoverable on the basis of a guaranteeguarantee (whether by reason of any legal limitation, illegality, disability or incapacity on, or of, the Bareboat Charterer or any other person or by reason of any other fact or circumstance, and whether or not known to, or discoverable by, the Guarantor, the Bareboat Charterer or the Owner or any other person), the Guarantor will, as a separate and independent stipulation and as a primary obligor, pay (or, as the case may be, perform or procure performance of the Bareboat Charterer’s obligations) to the Owner on demand an amount or amounts equal to the amount or amounts which the Guarantor would have been liable to pay but for such irrecoverability and will on demand indemnify the Owner against any costs, expenses, losses or liability suffered or incurred by the Owner a result of such irrecoverability.

GUARANTEE AND INDEMNITY. The Each Guarantor irrevocably and unconditionally jointly and irrevocablyseverally: (a) guarantees to the Security Trustee (acting on behalf each Secured Party punctual performance by each Obligor of the Secured Parties) punctual performance by the Borrower of all the Borrower's obligations under or in connection with the Loan Agreement and every other Finance Document;Liabilities: (b) undertakes to the Security Trustee with each Secured Party that whenever the Borrower another Obligor does not pay any amount when expressed to be due under or in connection with the Loan Agreement and the other Finance Documents, the that Guarantor shall immediately on demand pay that amount as if it was were the principal obligor;debtor; and (c) agrees with each Secured Party that if any obligation guaranteed by it is or becomes unenforceable, invalid or illegal, . it will, as an independent and primary obligation, indemnify the Security Trustee and each other that Secured Party immediately on demand by the Security Trustee against any actual cost, loss or liability (not to include any opportunity cost or cost of funds) it incurs as a result of the Borrower an Obligor not paying any amount which would, but for such unenforceability, invalidity or illegality, have been payable by it under the Loan Agreement or any other Finance Document on the date when it would have been due. Any such demand for indemnification references in this Agreement to a “guarantee” or a “Guarantor” and any provisions of this Agreement relating to a guarantee but not to a primary obligation shall be made through ignored for the Security Trustee, for itself or on behalf purpose of interpreting the Secured Partiesnature of each Guarantor’s obligations under this paragraph (c). The amount payable by the a Guarantor under this indemnity will not exceed the amount it would have had to pay under this Clause 2.1 (Guarantee and indemnity) 13 if the amount claimed had been recoverable on the basis of a guarantee.

GUARANTEE AND INDEMNITY. The Guarantor unconditionally irrevocably and irrevocablyunconditionally: (a) guarantees to the Security Trustee (acting on behalf of Lender and the Secured Parties) Hedging Bank punctual performance by the Borrower Borrowers of all the Borrower's Borrowers' obligations under or in connection with the Loan Agreement Finance Documents and every other Finance Document;any Hedging Agreement. (b) undertakes to with the Security Trustee Lender and the Hedging Bank that whenever the a Borrower does not pay any amount when due under or in connection with the Loan Agreement any Finance Document and the other Finance Documentsany Hedging Agreement, the Guarantor it shall immediately on demand pay that amount as if it was the principal obligor;; and (c) agrees with the Lender and the Hedging Bank that if any obligation guaranteed by it is or becomes unenforceable, invalid or illegal, it will, as an independent and primary obligation, indemnify the Security Trustee and each other Secured Party Lender or Hedging Bank immediately on demand by the Security Trustee against any cost, loss or liability it incurs as a result of the Borrower Borrowers not paying any amount which would, but for such unenforceability, invalidity or illegality, have been payable by it under the Loan Agreement or any other Finance Document and any Hedging Agreement on the date when it would have been due. Any such demand for indemnification shall be made through the Security Trustee, for itself or on behalf of the Secured Parties. The amount payable by the Guarantor under this indemnity will not exceed the amount it would have had to pay under this Clause 2.1 18 (Guarantee and indemnity) if the amount claimed had been recoverable on the basis of a guarantee; provided, however, that the maximum guarantee liability of the Guarantor hereunder shall always be limited to USD 55,000,000 plus (i) any interest, default interest, Break Cost or other costs, fees and expenses related to the Borrowers' obligations under the Finance Documents and any Hedging Agreement and (ii) any default interest or other costs, fees and expenses related to the liability of the Guarantor hereunder.

GUARANTEE AND INDEMNITY. The Each Hedge Guarantor irrevocably and unconditionally jointly and irrevocablyseverally: (a) guarantees to the Security Trustee (acting on behalf of the Secured Parties) each Hedge Counterparty punctual performance by the Borrower of all the that Borrower's obligations under or in connection with the Loan Agreement and every other Finance DocumentHedging Agreements; (b) undertakes to the Security Trustee with each Hedge Counterparty that whenever the a Borrower does not pay any amount when due under or in connection with the Loan Agreement and the other Finance Documentsany Hedging Agreement, the that Hedge Guarantor shall immediately on demand pay that amount as if it was were the principal obligor;; and (c) agrees with each Hedge Counterparty that if any obligation guaranteed by it is or becomes unenforceable, invalid or illegal, it will, as an independent and primary obligation, indemnify the Security Trustee and each other Secured Party Hedge Counterparty immediately on demand by the Security Trustee against any cost, loss or liability it incurs as a result of the a Borrower not paying any amount which would, but for such unenforceability, invalidity or illegality, have been payable by it under the Loan any Hedging Agreement or any other Finance Document on the date when it would have been due. Any such demand for indemnification shall be made through the Security Trustee, for itself or on behalf of the Secured Parties. The amount payable by the a Hedge Guarantor under this indemnity will not exceed the amount it would have had to pay under this Clause 2.1 20 (Guarantee and indemnityIndemnity – Hedge Guarantors) if the amount claimed had been recoverable on the basis of a guarantee.