Common use of GUARANTEE AND INDEMNITY Clause in Contracts

GUARANTEE AND INDEMNITY. 18.1 Guarantee and indemnity Each Guarantor irrevocably and unconditionally jointly and severally: (a) guarantees to each Finance Party punctual performance by the Borrower of all the Borrower’s obligations under the Finance Documents; (b) undertakes with each Finance Party that whenever the Borrower does not pay any amount when due under or in connection with any Finance Document, that Guarantor shall immediately on demand pay that amount as if it was the principal obligor; and (c) undertakes with each Finance Party that, if any amount which would otherwise be claimed by such Finance Party under paragraph(s) (a) and/or (b) above is for any reason not recoverable thereunder on the basis of a guarantee, that Guarantor shall as a principal debtor and primary obligor indemnify such Finance Party immediately on demand against any cost, loss or liability which such Finance Party may incur or suffer as a result of the Borrower not paying any amount when (if such amount were recoverable from the Borrower) it would have been due under or in connection with any Finance Document; and the amount payable by a Guarantor under this indemnity shall not exceed the amount it would have had to pay under paragraph(s) (a) and/or (b) above if the amount claimed had been recoverable on the basis of a guarantee.

GUARANTEE AND INDEMNITY. 18.1 Guarantee In order to induce the Lenders to make the Loan to the Borrower, and indemnity Each to induce the Swap Banks to enter into Designated Transactions with the Borrower, each Guarantor irrevocably and unconditionally jointly and severally: (a) guarantees guarantees, as a primary obligor and not merely as a surety, to each Finance Party Creditor Party, the punctual payment and performance by the Borrower when due, whether at stated maturity, by acceleration or otherwise, of all Secured Liabilities of the Borrower’s obligations under , whether for principal, interest, fees, expenses or otherwise (collectively, the Finance Documents“Guaranteed Obligations”). Notwithstanding the foregoing, “Guaranteed Obligations”, with respect to any Guarantor, shall not include any Excluded Swap Obligations of such Guarantor; (b) undertakes with each Finance Creditor Party that whenever the Borrower does not pay any amount Guaranteed Obligation when due under or in connection with any Finance Documentdue, that such Guarantor shall immediately on demand pay that amount Guaranteed Obligation as if it was were the principal primary obligor; and (c) undertakes with indemnifies each Finance Party that, if any amount which would otherwise be claimed by such Finance Party under paragraph(s) (a) and/or (b) above is for any reason not recoverable thereunder on the basis of a guarantee, that Guarantor shall as a principal debtor and primary obligor indemnify such Finance Creditor Party immediately on demand against any cost, loss or liability which such Finance suffered or incurred by that Creditor Party may incur (i) if any Guaranteed Obligation is or suffer becomes unenforceable, invalid or illegal or (ii) by operation of law as a result consequence of the Borrower not paying any transactions contemplated by the Finance Documents and the Master Agreements. The amount when (if such of the cost, loss or liability shall be equal to the amount were recoverable from the Borrower) it which that Creditor Party would otherwise have been due under or in connection with any Finance Document; and the amount payable by a Guarantor under this indemnity shall not exceed the amount it would have had entitled to pay under paragraph(s) (a) and/or (b) above if the amount claimed had been recoverable on the basis of a guaranteerecover.

GUARANTEE AND INDEMNITY. 18.1 Guarantee (a) Subject to the limitations and indemnity Each exceptions provided in this Clause 23 or in any Accession Deed by which it became a Guarantor, each Guarantor irrevocably and unconditionally jointly and severally: (ai) guarantees to each Finance Party punctual performance by the Borrower each other Obligor of all the Borrowerthat Obligor’s obligations under the Finance Documents; (bii) undertakes with each Finance Party that whenever the Borrower another Obligor does not pay any amount when due under or in connection with any Finance Document, that Guarantor shall immediately on demand pay that amount as if it was the principal obligor; and (ciii) undertakes agrees with each Finance Party that, that if any amount which would otherwise be claimed obligation guaranteed by such Finance Party under paragraph(s) (a) and/or (b) above it is for any reason not recoverable thereunder on the basis of a guaranteeor becomes unenforceable, that Guarantor shall invalid or illegal, it will, as a principal debtor an independent and primary obligor obligation, indemnify such that Finance Party immediately on demand against any cost, loss or liability which such Finance Party may incur or suffer 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 any Finance Document on the date when (if such amount were recoverable from the Borrower) it would have been due under or in connection with any Finance Document; and the due. The amount payable by a Guarantor under this indemnity shall will not exceed the amount it would have had to pay under paragraph(s) (a) and/or (b) above this Clause 23 if the amount claimed had been recoverable on the basis of a guarantee. (b) Notwithstanding anything to the contrary contained herein or in any other Finance Document, with respect to any obligation of a US Obligor, no CFC Obligor shall guarantee the US Obligor’s obligations herein or under any Finance Document.

GUARANTEE AND INDEMNITY. 18.1 Guarantee and indemnity Each In order to induce the Lenders to make the Loan to the Borrowers, each Guarantor irrevocably and unconditionally jointly and severally: (a) guarantees guarantees, as a primary obligor and not merely as a surety, to each Finance Party Creditor Party, the punctual payment and performance by the Borrower Borrowers when due, whether at stated maturity, by acceleration or otherwise, of all Secured Liabilities of the Borrower’s obligations under Borrowers, whether for principal, interest, fees, expenses or otherwise (collectively, the Finance Documents“Guaranteed Obligations”); (b) undertakes with each Finance Creditor Party that whenever the Borrower does Borrowers do not pay any amount Guaranteed Obligation when due under or in connection with any Finance Documentdue, that such Guarantor shall immediately on demand pay that amount Guaranteed Obligation as if it was were the principal primary obligor; and (c) undertakes with indemnifies each Finance Party that, if any amount which would otherwise be claimed by such Finance Party under paragraph(s) (a) and/or (b) above is for any reason not recoverable thereunder on the basis of a guarantee, that Guarantor shall as a principal debtor and primary obligor indemnify such Finance Creditor Party immediately on demand against any cost, loss or liability which such Finance suffered or incurred by that Creditor Party may incur (i) if any Guaranteed Obligation is or suffer becomes unenforceable, invalid or illegal or (ii) by operation of law as a result consequence of the Borrower not paying any transactions contemplated by the Finance Documents. The amount when (if such of the cost, loss or liability shall be equal to the amount were recoverable from the Borrower) it which that Creditor Party would otherwise have been due under or in connection with any Finance Document; and the amount payable by a Guarantor under this indemnity shall not exceed the amount it would have had entitled to pay under paragraph(s) (a) and/or (b) above if the amount claimed had been recoverable on the basis of a guaranteerecover.

GUARANTEE AND INDEMNITY. 18.1 Guarantee and indemnity Each Guarantor irrevocably and unconditionally unconditionally, jointly and severally: (a) guarantees to each Finance Party punctual performance by the Borrower each other Obligor of all the Borrowerthat Obligor’s obligations under the Finance DocumentsDocuments (other than Excluded Swap Obligations) including, without limitation: (i) obligations which, but for the automatic stay under section 362(a) of the US Bankruptcy Code, or any similar law, would become due; and (ii) any interest accruing after the commencement of any bankruptcy, insolvency, receivership or similar proceeding at the rate provided for in this Agreement, whether or not such interest is an allowed claim in any such proceeding; (b) undertakes with each Finance Party that whenever the Borrower another Obligor does not pay any amount when due under or in connection with any Finance Document, that Guarantor shall immediately on demand pay that amount as if it was the principal obligor; and (c) undertakes agrees with each Finance Party that, that if any amount which would otherwise be claimed obligation guaranteed by such Finance Party under paragraph(s) (a) and/or (b) above it is for any reason not recoverable thereunder on the basis of a guaranteeor becomes unenforceable, that Guarantor shall invalid or illegal, it will, as a principal debtor an independent and primary obligor obligation, indemnify such that Finance Party immediately on demand against any cost, loss or liability which such Finance Party may incur or suffer 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 any Finance Document on the date when (if such amount were recoverable from the Borrower) it would have been due under or in connection with any Finance Document; and the due. The amount payable by a Guarantor under this indemnity shall will not exceed the amount it would have had to pay under paragraph(s) (a) and/or (b) above this Clause 19 if the amount claimed had been recoverable on the basis of a guarantee.

GUARANTEE AND INDEMNITY. 18.1 Guarantee and indemnity Each Guarantor The Company irrevocably and unconditionally jointly and severallyunconditionally: (a) guarantees to each Finance Party punctual performance by the each Borrower of all the Borrower’s its obligations under the Finance Documents; (b) undertakes with each Finance Party that that, whenever the a Borrower does not pay any amount when due under or in connection with any Finance Document, that Guarantor shall the Company must immediately on demand by the Facility Agent pay that amount as if it was were the principal obligorobligor in respect of that amount; and (c) undertakes agrees with each Finance Party thatthat if, if for any reason, any amount which would otherwise be claimed by such a Finance Party under paragraph(s) (a) and/or (b) above this Clause is for any reason not recoverable thereunder from the Company on the basis of a guaranteeguarantee (including, without limitation, any liability and all obligations under the Finance Documents that Guarantor shall would be owed by the Company and any other Borrower to an Administrative Party but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, insolvency, reorganisation or similar proceeding involving such a Borrower) then the Company will be liable as a principal debtor and primary obligor to indemnify such that Finance Party immediately on demand against in respect of any cost, loss or liability which such Finance Party may incur or suffer it incurs as a result of the a Borrower not paying failing to pay any amount expressed to be payable by it under a Finance Document on the date when (if such amount were recoverable from the Borrower) it would ought to have been due under or in connection with any Finance Document; and the paid. The amount payable by a Guarantor the Company under this indemnity shall will not exceed the amount it would have had to pay under paragraph(s) (a) and/or (b) above if this Clause had the amount claimed had been recoverable on the basis of a guarantee.

GUARANTEE AND INDEMNITY. 18.1 Guarantee and indemnity Each Guarantor irrevocably and unconditionally jointly and severallyunconditionally: (a) guarantees guarantees, as primary guarantor and not as surety merely, to each Finance Party punctual payment and performance when due, whether at stated maturity, by acceleration or otherwise, by the Borrower of all the Borrower’s obligations under the Finance DocumentsDocuments whether for principal, interest, fees, expenses or otherwise (collectively, the “Guaranteed Obligations”); (b) undertakes with each Finance Party that whenever the Borrower another Obligor does not pay any amount when due under or in connection with any Finance Document, that the Guarantor shall immediately on demand pay that amount as if it was were the principal obligor; and (c) undertakes agrees with each Finance Party that, that if any amount which would otherwise be claimed obligation guaranteed by such Finance Party under paragraph(s) (a) and/or (b) above it is for any reason not recoverable thereunder on the basis of a guaranteeor becomes unenforceable, that Guarantor shall invalid or illegal, it will, as a principal debtor an independent and primary obligor obligation, indemnify such that Finance Party immediately on demand against any cost, loss or liability which such Finance Party may incur or suffer it incurs as a result of the Borrower another Obligor not paying any amount which would, but for such unenforceability, invalidity or illegality, have been payable by it under any Finance Document on the date when (if such amount were recoverable from the Borrower) it would have been due under or in connection with any Finance Document; and the due. The amount payable by a the Guarantor under this indemnity shall will not exceed the amount it would have had to pay under paragraph(sthis Clause 16 (Guarantee and Indemnity – Subsidiaries) (a) and/or (b) above if the amount claimed had been recoverable on the basis of a guarantee.

GUARANTEE AND INDEMNITY. 18.1 15.1 Guarantee and indemnity Each Guarantor irrevocably and unconditionally jointly and severally:indemnity (a) guarantees to each Finance Party punctual performance by the Borrower of all the Borrower’s 's obligations under the Finance Documents; (b) undertakes with each Finance Party that whenever the Borrower does not pay any amount when due under or in connection with any Finance Document, Document that Guarantor shall immediately on demand pay that amount as if it was were the principal obligor; and; (c) undertakes agrees with each Finance Party that, that if any amount which would otherwise be claimed obligation guaranteed by such Finance Party under paragraph(s) (a) and/or (b) above it is for any reason not recoverable thereunder on the basis of a guaranteeor becomes unenforceable, that Guarantor shall invalid or illegal, it will, as a principal debtor an independent and primary obligor obligation, indemnify such that Finance Party immediately on demand against any cost, loss or liability which such Finance Party may incur or suffer 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 any Finance Document on the date when (if such amount were recoverable from the Borrower) it would have been due under or in connection with any Finance Document; and the due. The amount payable by a Guarantor under this indemnity shall will not exceed the amount it would have had to pay under paragraph(s) (a) and/or (b) above this Clause 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. 18.1 Guarantee and indemnity Each The Guarantor irrevocably and unconditionally jointly and severallyunconditionally: (a) guarantees to each Finance Party the punctual performance by the Borrower of all of the Borrower’s obligations under the Finance DocumentsDocuments (including, without limitation, the payment of any interest accruing at the default rate pursuant to Clause 8.5 (Default Interest)); (b) undertakes with each Finance Party that that, whenever the Borrower does not pay any amount when due under or in connection with any Finance Document, that the Guarantor shall immediately on demand pay that amount as if it was the principal obligor; and (c) undertakes agrees with each Finance Party that, if any amount which would otherwise be claimed obligation guaranteed by such Finance Party under paragraph(s) (a) and/or (b) above the Guarantor is for any reason not recoverable thereunder on or becomes unenforceable, invalid or illegal, the basis of a guaranteeGuarantor will, that Guarantor shall as a principal debtor an independent and primary obligor obligation, indemnify such that Finance Party immediately on demand against any cost, loss or liability which such Finance Party may incur or suffer 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 any Finance Document on the date when (if such amount were recoverable from the Borrower) it would have been due under or in connection with any Finance Document; and the due. The amount payable by a the Guarantor under this indemnity shall will not exceed the amount it would have had to pay under paragraph(sthis Clause 17 (Guarantee and Indemnity) (a) and/or (b) above if the amount claimed had been recoverable on the basis of a guarantee.

GUARANTEE AND INDEMNITY. 18.1 17.1 Guarantee and indemnity Each Guarantor irrevocably and unconditionally jointly and severally:indemnity (a) guarantees to each Finance Mezzanine Secured Party punctual performance by the Borrower each Obligor of all the Borrowerthat Obligor’s obligations under the Finance Documents; (b) undertakes with each Finance Mezzanine Secured Party that whenever the Borrower another Obligor does not pay any amount when due under or in connection with any Finance Document, or the Mezzanine Agent make demand on that Guarantor Obligor pursuant to Clause 23.19 (Acceleration), that Obligor shall immediately on demand pay that amount as if it was the principal obligorObligor; and (c) undertakes agrees with each Finance Mezzanine Secured Party that, that if any amount which would otherwise be claimed obligation guaranteed by such Finance Party under paragraph(s) (a) and/or (b) above it is for any reason not recoverable thereunder on the basis of a guaranteeor becomes unenforceable, that Guarantor shall invalid or illegal, it will, as a principal debtor an independent and primary obligor obligation, indemnify such Finance that Mezzanine Secured Party immediately on demand against any cost, loss or liability which such Finance Party may incur or suffer 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 any Finance Document on the date when (if such amount were recoverable from the Borrower) it would have been due under or in connection with any Finance Document; and the due. The amount payable by a Guarantor an Obligor under this indemnity shall will not exceed the amount it would have had to pay under paragraph(s) (a) and/or (b) above this Clause 17 if the amount claimed had been recoverable on the basis of a guarantee.

GUARANTEE AND INDEMNITY. 18.1 17.1 Guarantee and indemnity Each Guarantor irrevocably and unconditionally jointly and severally: (a) guarantees as primary obligor and not merely as surety to each Finance Party punctual performance by the Borrower of all the Borrower’s obligations under the Finance Documents; (b) undertakes with each Finance Party that whenever the Borrower does not pay any amount when due under or in connection with any Finance Document, that Guarantor shall immediately on demand pay that amount as if it was the principal obligor; and (c) undertakes agrees with each Finance Party thatthat if, if for any reason, any amount which would otherwise be claimed by such a Finance Party under paragraph(s) (a) and/or (b) above this Clause 17 is for any reason not recoverable thereunder on the basis of a guaranteeguarantee or if any obligation guaranteed by it is or becomes unenforceable, invalid or illegal, it will be liable to indemnify that Guarantor shall as a principal debtor and primary obligor indemnify such Finance Party immediately on demand against any cost, loss or liability which such Finance Party may incur or suffer it incurs as a result of the Borrower not paying any amount when (if such amount were recoverable from the Borrower) it would have been due under or in connection with any Finance Document; and the . The amount payable by a Guarantor under this indemnity shall will not exceed the amount it would have had to pay under paragraph(s) (a) and/or (b) above this Clause 17 if the amount claimed had been recoverable on the basis of a guarantee.

GUARANTEE AND INDEMNITY. 18.1 Guarantee and indemnity Each Guarantor irrevocably and unconditionally unconditionally, jointly and severally: (a) guarantees to each Finance Party punctual performance by the each Borrower of all the that Borrower’s obligations under the Finance Documents (or, in the case of the HK Guarantor only, the punctual performance by each Borrower of its payment obligations under the Finance Documents); (b) undertakes with each Finance Party that whenever the a Borrower does not pay any amount when due under or in connection with any Finance Document, that Guarantor shall immediately on demand pay that amount as if it was the principal obligor; and (c) undertakes agrees with each Finance Party that, that if any amount which would otherwise be claimed obligation guaranteed by such Finance Party under paragraph(s) (a) and/or (b) above it is for any reason not recoverable thereunder on the basis of a guaranteeor becomes unenforceable, that Guarantor shall invalid or illegal, it will, as a principal debtor an independent and primary obligor obligation, indemnify such that Finance Party immediately on demand against any cost, loss or liability which such Finance Party may incur or suffer 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 any Finance Document on the date when (if such amount were recoverable from the Borrower) it would have been due under or in connection with any Finance Document; and the due. The amount payable by a Guarantor under this indemnity shall will not exceed the amount it would have had to pay under paragraph(s) (a) and/or (b) above this Clause 15 if the amount claimed had been recoverable on the basis of a guarantee.

GUARANTEE AND INDEMNITY. 18.1 Guarantee and indemnity Each Guarantor irrevocably and unconditionally jointly and severally:indemnity (a) guarantees to each Finance Party punctual performance by the Borrower of all of the Borrower’s obligations assumed and/or expressed to be assumed by the Borrower under the Finance Documents; (b) undertakes with each Finance Party that whenever the Borrower does not pay any amount when due under or in connection with any Finance Document, that the Guarantor shall immediately on demand pay that amount as if it was the principal obligor; and (c) undertakes with each Finance Party that, that if any amount which would otherwise be claimed claimable by such Finance Party under paragraph(s) paragraphs (a) and/or (b) above is for any reason not recoverable thereunder on the basis of a guarantee, that the Guarantor shall shall, as a principal debtor and primary obligor obligor, indemnify such Finance Party immediately on demand against any cost, loss or liability which such Finance Party may incur or suffer as a result of the Borrower not paying any amount when (if such amount were recoverable from the Borrower) it would have been due under or in connection with any Finance Document; and the . The amount payable by a the Guarantor under this indemnity under this paragraph (c) shall not exceed the amount it would have had to pay under paragraph(s) paragraphs (a) and/or (b) above if the such amount claimed had been recoverable on the basis of a guarantee.

GUARANTEE AND INDEMNITY. 18.1 Guarantee and indemnity Each Guarantor irrevocably and unconditionally jointly and severally: (a) guarantees to each Finance Party punctual performance by the Borrower of all the Borrower’s 's obligations under the Finance Documents; (b) undertakes with each Finance Party that whenever the Borrower does not pay any amount when due under or in connection with any Finance Document, that Guarantor shall immediately on demand pay that amount as if it was the principal obligor; and (c) undertakes with each Finance Party that, if any amount which would otherwise be claimed by such Finance Party under paragraph(s) (a) and/or (b) above is for any reason not recoverable thereunder on the basis of a guarantee, that Guarantor shall as a principal debtor and primary obligor indemnify such Finance Party immediately on demand against any cost, loss or liability which such Finance Party may incur or suffer as a result of the Borrower not paying any amount when (if such amount were recoverable from the Borrower) it would have been due under or in connection with any Finance Document; and the amount payable by a Guarantor under this indemnity shall not exceed the amount it would have had to pay under paragraph(s) (a) and/or (b) above if the amount claimed had been recoverable on the basis of a guarantee.

GUARANTEE AND INDEMNITY. 18.1 Guarantee and indemnity Each The Guarantor irrevocably and unconditionally jointly and severallyunconditionally: (a) guarantees to each Finance Party punctual performance by each Obligor other than the Borrower of all the BorrowerGuarantor such other Obligor’s obligations under the Finance DocumentsDocuments to which each obligor is a party; (b) undertakes with each Finance Party that whenever an Obligor other than the Borrower Guarantor does not pay any amount when due under or in connection with any Finance DocumentDocument to which each obligor is a party, that the Guarantor shall immediately on demand by the Facility Agent pay that amount as if it was were the principal obligor; and (c) undertakes agrees with each Finance Party that, that if any amount which would otherwise be claimed obligation guaranteed by such Finance Party under paragraph(s) (a) and/or (b) above it is for any reason not recoverable thereunder on the basis of a guaranteeor becomes unenforceable, that Guarantor shall invalid or illegal, it will, as a principal debtor an independent and primary obligor obligation, indemnify such that Finance Party immediately on demand demand, by the Facility Agent against any cost, loss or liability which such Finance Party may incur or suffer it incurs as a result of an 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 any Finance Document on the date when (if such amount were recoverable from the Borrower) it would have been due under or in connection with any Finance Document; and the due. The amount payable by a the Guarantor under this indemnity shall will not exceed the amount it would have had to pay under paragraph(sthis Clause 17 (Guarantee and Indemnity) (a) and/or (b) above if the amount claimed had been recoverable on the basis of a guarantee.

GUARANTEE AND INDEMNITY. 18.1 Guarantee Subject to the limitations set out in Clauses 19.11 (Limitation on ▇▇▇▇▇▇▇▇▇ Group Guarantors) to 19.15 (U.S. Guarantors) and indemnity Each in its Accession Letter, each Guarantor irrevocably and unconditionally jointly and severally: (a) guarantees to each Finance Party punctual performance by the each Borrower of all the that Borrower’s obligations under the Finance Documents; (b) undertakes with each Finance Party that whenever the a Borrower does not pay any amount when due under or in connection with any Finance Document, that Guarantor shall immediately on demand pay that amount as if it was the principal obligor; and (c) undertakes agrees with each Finance Party that, that if any amount which would otherwise be claimed obligation guaranteed by such Finance Party under paragraph(s) (a) and/or (b) above it is for any reason not recoverable thereunder on the basis of a guaranteeor becomes unenforceable, that Guarantor shall invalid or illegal, it will, as a principal debtor an independent and primary obligor obligation, indemnify such that Finance Party immediately on demand against any cost, loss or liability which such suffered or incurred by that Finance Party may incur or suffer as a result of the a Borrower not paying any amount which would, but for such unenforceability, invalidity or illegality, have been payable by that Borrower under any Finance Document on the date when (if such amount were recoverable from the Borrower) it would have been due under or in connection with any Finance Document; and the due. The amount payable by a Guarantor under this indemnity shall will not exceed the amount it would have had to pay under paragraph(s) (a) and/or (b) above this Clause 19 if the amount claimed had been recoverable on the basis of a guarantee.

GUARANTEE AND INDEMNITY. 18.1 Guarantee and indemnity Each Guarantor irrevocably and unconditionally jointly and severally: (a) guarantees to each Finance Party punctual performance of the Guaranteed Obligations by the Borrower of all the Borrower’s obligations under the Finance Documentseach other Obligor; (b) undertakes with each Finance Party that whenever the Borrower any Obligor does not pay any amount when due under or in connection with any Finance Document, that Guarantor shall immediately on demand pay that amount as if it was the principal obligor; and (c) undertakes with each Finance Party that, if any amount which would otherwise be claimed by such Finance Party under paragraph(s) (a) and/or (b) above is for any reason not recoverable thereunder on the basis of a guarantee, that each Guarantor shall as a principal debtor and primary obligor indemnify such Finance Party immediately on demand against any cost, loss or liability which such Finance Party may incur or suffer as a result of the Borrower any Obligor not paying any amount when (if such amount were recoverable from the Borrowersuch Obligor) it would have been due under or in connection with any Finance Document; and the amount payable by a each Guarantor under this indemnity shall not exceed the amount it would have had to pay under paragraph(s) (a) and/or (b) above if the amount claimed had been recoverable on the basis of a guarantee.

GUARANTEE AND INDEMNITY. 18.1 Guarantee and indemnity Each Guarantor irrevocably and unconditionally jointly and severallyunconditionally: (a) guarantees to each Finance Party and each Hedging Bank punctual performance by the each Borrower of all the that Borrower’s obligations under the Finance DocumentsDocuments and the Hedging Agreements; (b) undertakes with each Finance Party and each Hedging Bank that whenever the a Borrower does not pay any amount when due under or in connection with any Finance DocumentDocument or any Hedging Agreement, that Guarantor shall immediately on demand (Nw. selvskyldnergaranti) pay that amount as if it was the principal obligor; and (c) undertakes agrees with each Finance Party that, and each Hedging Bank that if any amount which would otherwise be claimed obligation guaranteed by such it is or becomes unenforceable, invalid or illegal, it will, as an independent and primary obligation, indemnify that Finance Party under paragraph(s) (a) and/or (b) above is for any reason not recoverable thereunder on the basis of a guarantee, that Guarantor shall as a principal debtor and primary obligor indemnify such Finance Party Hedging Bank immediately on demand against any cost, loss or liability which such Finance Party may incur or suffer 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 any Finance Document or any Hedging Agreement on the date when (if such amount were recoverable from the Borrower) it would have been due under or in connection with any Finance Document; and the due. The amount payable by a that Guarantor under this indemnity shall will not exceed the amount it would have had to pay ​ ​ under paragraph(sthis Clause 19 (Guarantee and indemnity) (a) and/or (b) above if the amount claimed had been recoverable on the basis of a guarantee; subject, however, to Clause 19.2 (Guarantee limitations) below.

GUARANTEE AND INDEMNITY. 18.1 Guarantee and indemnity Each Guarantor irrevocably hereby irrevocably, absolutely and unconditionally jointly unconditionally, and severallyon a joint and several basis: (a) guarantees to each Finance Party the Agent for and on behalf of itself and the other Beneficiaries the full, prompt and punctual payment and performance by of the Borrower of all the Borrower’s obligations under the Finance DocumentsObligations on demand; (b) undertakes with each Finance subject to any applicable limitations set forth in Section 14.1(b) of the Credit Agreement, which shall apply hereto mutatis mutandis, if any or all of the Obligations are not duly paid or performed by any Other Credit Party, and are not recoverable under Section 2(a) for any reason whatsoever, as a separate and distinct obligation, indemnifies and saves harmless the Agent and the other Beneficiaries from and against any and all losses, damages, costs, expenses or liabilities suffered or incurred by the Agent or any other Beneficiary resulting or arising from or relating to any failure of any Other Credit Party to pay in full or fully perform the Obligations as and when due, provided that whenever the Borrower does amount of such indemnification shall not pay any exceed the amount when due under or in connection of such Obligations together with any Finance Document, that Guarantor shall immediately on demand pay that amount as if it was the principal obligorand all other amounts due and owing hereunder from time to time; and (c) undertakes with each Finance Party that, if any amount which would otherwise be claimed or all of the Obligations are not duly paid or performed by such Finance Party any Other Credit Party, and are not recoverable under paragraph(sSection 2(a) (a) and/or (b) above is or the Agent and the other Beneficiaries are not indemnified under Section 2(b), in each case, for any reason not recoverable thereunder on the basis of a guaranteewhatsoever, agrees that Guarantor shall such Obligations shall, as a separate and distinct obligation, be recoverable by the Agent and the other Beneficiaries from each Guarantor as the primary obligor and principal debtor in respect thereof and primary obligor indemnify such Finance Party immediately on shall be paid to the Agent forthwith after demand against any cost, loss or liability which such Finance Party may incur or suffer therefor as a result of the Borrower not paying any amount when (if such amount were recoverable from the Borrower) it would have been due under or in connection with any Finance Document; and the amount payable by a Guarantor under this indemnity shall not exceed the amount it would have had to pay under paragraph(s) (a) and/or (b) above if the amount claimed had been recoverable on the basis of a guaranteeprovided herein.

GUARANTEE AND INDEMNITY. 18.1 Guarantee 3.1 Each Cedent, as a principal obligor and indemnity Each Guarantor not merely as a surety and on the basis of discrete obligations enforceable against it, irrevocably and unconditionally and jointly and severally:severally – (a) 3.1.1 guarantees to each Finance Party the Debt Guarantor the punctual performance by of the Borrower of all the Borrower’s obligations under the Finance DocumentsGuaranteed Obligations; (b) 3.1.2 undertakes with each Finance Party to the Debt Guarantor that whenever the Borrower any Obligor does not pay any amount when due under or in connection with any Finance DocumentGuaranteed Obligations, that Guarantor each of them shall immediately on demand by the Debt Guarantor pay that amount as if it was the principal obligor; and (c) undertakes 3.1.3 agrees with each Finance Party that, the Debt Guarantor that if any amount which would otherwise be claimed by such Finance Party under paragraph(s) (a) and/or (b) above Guaranteed Obligation is for any reason not recoverable thereunder on the basis of a guaranteeor becomes unenforceable, that Guarantor shall invalid or illegal, it will, as a principal debtor an independent and primary obligor obligation, indemnify such Finance Party the Debt Guarantor immediately on demand by the Debt Guarantor against any cost, loss or liability which such Finance Party may incur or suffer 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 any Guaranteed Obligations on the date when (if such amount were recoverable from the Borrower) it would have been due under or in connection with any Finance Document; (and the amount payable by a Guarantor either of them under this indemnity shall will not exceed the amount it would have had to pay under paragraph(s) (a) and/or (b) above this clause 3 if the amount claimed had been recoverable on the basis of a guarantee).

GUARANTEE AND INDEMNITY. 18.1 Subject to the limitations set out in paragraph 11 (Guarantee and indemnity Each Limitation) below, each Guarantor irrevocably and unconditionally unconditionally, jointly and severally: (a) guarantees to each Interim Finance Party punctual performance by the Borrower each other Obligor of all the Borrower’s its obligations under the Interim Finance Documents; (b) undertakes with each Interim Finance Party that whenever the Borrower an Obligor does not pay any amount when due (allowing for any applicable grace period) under or in connection with any Interim Finance Document, that Guarantor shall immediately on demand pay that amount as if it was the principal obligor; and (c) undertakes agrees with each Interim Finance Party that, that if any amount which would otherwise be claimed obligation guaranteed by such Finance Party under paragraph(s) (a) and/or (b) above it is for any reason not recoverable thereunder on the basis of a guaranteeor becomes unenforceable, that Guarantor shall invalid or illegal, it will, as a principal debtor an independent and primary obligor obligation, indemnify such that Interim Finance Party immediately on demand against any cost, loss or liability which such Finance Party may incur or suffer 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 any Interim Finance Document on the date when (if such amount were recoverable from the Borrower) it would have been due under or in connection with any Finance Document; and the due. The amount payable by a Guarantor under this indemnity shall will not exceed the amount it would have had to pay under paragraph(s) (a) and/or (b) above this paragraph 1 if the amount claimed had been recoverable on the basis of a guarantee, (the Guarantee).

GUARANTEE AND INDEMNITY. 18.1 Guarantee and indemnity Each Guarantor irrevocably and unconditionally jointly and severally: (a) guarantees to each Finance Party punctual performance by the Borrower each other Obligor of all the Borrowerthat Obligor’s obligations under the Finance DocumentsDocuments (other than any Excluded Swap Obligations) including, without limitation: (i) obligations which, but for the automatic stay under section 362(a) of the US Bankruptcy Law, would become due; and (ii) any interest accruing after the commencement of any bankruptcy, insolvency, receivership or similar proceeding at the rate provided for in this Agreement, whether or not such interest is an allowed claim in any such proceeding; (b) undertakes with each Finance Party that whenever the Borrower another Obligor does not pay any amount when due under or in connection with any Finance Document, that Guarantor shall immediately on demand pay that amount as if it was the principal obligor; and (c) undertakes agrees with each Finance Party that, that if any amount which would otherwise be claimed obligation guaranteed by such Finance Party under paragraph(s) (a) and/or (b) above it is for any reason not recoverable thereunder on the basis of a guaranteeor becomes unenforceable, that Guarantor shall invalid or illegal, it will, as a principal debtor an independent and primary obligor obligation, indemnify such that Finance Party immediately on demand against any cost, loss or liability which such Finance Party may incur or suffer 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 any Finance Document on the date when (if such amount were recoverable from the Borrower) it would have been due under or in connection with any Finance Document; and the due. The amount payable by a Guarantor under this indemnity shall will not exceed the amount it would have had to pay under paragraph(s) (a) and/or (b) above this Clause 20 if the amount claimed had been recoverable on the basis of a guarantee.

GUARANTEE AND INDEMNITY. 18.1 17.1 Guarantee and indemnity Each Guarantor irrevocably and unconditionally jointly and severally:indemnity (a) guarantees to each Finance Party punctual performance by the Borrower of all of the Borrower’s obligations assumed and/or expressed to be assumed by the Borrower under the Finance Documents; (b) undertakes with each Finance Party that whenever the Borrower does not pay any amount when due under or in connection with any Finance Document, that Guarantor shall immediately on demand pay that amount as if it was the principal obligor; and (c) undertakes with each Finance Party that, that if any amount which would otherwise be claimed claimable by such Finance Party under paragraph(s) paragraphs (a) and/or (b) above is for any reason not recoverable thereunder on the basis of a guarantee, that such Guarantor shall shall, as a principal debtor and primary obligor obligor, indemnify such Finance Party immediately on demand against any cost, loss or liability which such Finance Party may incur or suffer as a result of the Borrower not paying any amount when (if such amount were recoverable from the Borrower) it would have been due under or in connection with any Finance Document; and the . The amount payable by a Guarantor under this indemnity under this paragraph (c) shall not exceed the amount it would have had to pay under paragraph(s) paragraphs (a) and/or (b) above if the such amount claimed had been recoverable on the basis of a guarantee.

GUARANTEE AND INDEMNITY. 18.1 19.1 Guarantee and indemnity indemnity 19.2 Each Guarantor irrevocably and unconditionally jointly and severally, as a principal obligor and not merely as a surety on the basis of discrete obligations enforceable against it: (a) 19.2.1 guarantees to each Finance Party punctual performance by the Borrower each other Obligor of all the Borrower’s that Obligor's obligations under the Finance Documents; (b) 19.2.2 undertakes with each Finance Party that whenever the Borrower another Obligor does not pay any amount when due under or in connection with any Finance Document, that Guarantor shall immediately on demand pay that amount as if it was the principal obligor; and (c) undertakes 19.2.3 agrees with each Finance Party that, that if any amount which would otherwise be claimed obligation guaranteed by such Finance Party under paragraph(s) (a) and/or (b) above it is for any reason not recoverable thereunder on the basis of a guaranteeor becomes unenforceable, that Guarantor shall invalid or illegal, it will, as a principal debtor an independent and primary obligor obligation, indemnify such that Finance Party immediately on demand against any cost, loss or liability which such Finance Party may incur or suffer 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 any Finance Document on the date when (if such amount were recoverable from the Borrower) it would have been due under or in connection with any Finance Document; and the due. The amount payable by a Guarantor under this indemnity shall will not exceed the amount it would have had to pay under paragraph(s) (a) and/or (b) above this Clause if the amount claimed had been recoverable on the basis of a guarantee. 19.3 Continuing guarantee

GUARANTEE AND INDEMNITY. 18.1 17.1 Guarantee and indemnity Each Indemnity The Guarantor irrevocably and unconditionally jointly and severallyunconditionally: (a) guarantees to each Finance Party the punctual performance by the Borrower of all of the Borrower’s obligations under the Finance DocumentsDocuments (including, without limitation, the payment of any interest accruing at the default rate pursuant to Clause 8.5 (Default Interest)); (b) undertakes with each Finance Party that that, whenever the Borrower does not pay any amount when due under or in connection with any Finance Document, that the Guarantor shall immediately on demand pay that amount as if it was the principal obligor; and (c) undertakes agrees with each Finance Party that, if any amount which would otherwise be claimed obligation guaranteed by such Finance Party under paragraph(s) (a) and/or (b) above the Guarantor is for any reason not recoverable thereunder on or becomes unenforceable, invalid or illegal, the basis of a guaranteeGuarantor will, that Guarantor shall as a principal debtor an independent and primary obligor obligation, indemnify such that Finance Party immediately on demand against any cost, loss or liability which such Finance Party may incur or suffer 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 any Finance Document on the date when (if such amount were recoverable from the Borrower) it would have been due under or in connection with any Finance Document; and the due. The amount payable by a the Guarantor under this indemnity shall will not exceed the amount it would have had to pay under paragraph(sthis Clause 17 (Guarantee and Indemnity) (a) and/or (b) above if the amount claimed had been recoverable on the basis of a guarantee.