THIS CLAUSE 17.3, A REFERENCE TO A
"TAX DEDUCTION" HAS THE SAME MEANING GIVEN TO THE TERM IN CLAUSE 16.1
(DEFINITIONS).
18.
OTHER INDEMNITIES
18.1
CURRENCY INDEMNITY
(A)
IF ANY SUM DUE FROM AN OBLIGOR UNDER
THE FINANCE DOCUMENTS (A "SUM"), OR ANY ORDER, JUDGMENT OR AWARD GIVEN OR MADE
IN RELATION TO A SUM, HAS TO BE CONVERTED FROM THE CURRENCY (THE "FIRST
CURRENCY") IN WHICH THAT SUM IS PAYABLE INTO ANOTHER CURRENCY (THE "SECOND
CURRENCY") FOR THE PURPOSE OF:
(I)
MAKING OR FILING A CLAIM OR PROOF AGAINST THAT
OBLIGOR; OR
(II)
OBTAINING OR ENFORCING AN ORDER, JUDGMENT OR AWARD IN
RELATION TO ANY LITIGATION OR ARBITRATION PROCEEDINGS,
that Obligor shall as an independent obligation, within three Business Days of
demand, indemnify each Finance Party and each Mandated Lead Arranger to whom
that Sum is due against any cost, loss or liability arising out of or as a
result of the conversion including any discrepancy between (A) the rate of
exchange used to convert that Sum from the First Currency into the Second
Currency and (B) the rate or rates of exchange available to that person at the
time of its receipt of that Sum.
(B)
EACH OBLIGOR WAIVES ANY RIGHT IT MAY
HAVE IN ANY JURISDICTION TO PAY ANY AMOUNT UNDER THE FINANCE DOCUMENTS IN A
CURRENCY OR CURRENCY UNIT OTHER THAN THAT IN WHICH IT IS EXPRESSED TO BE
PAYABLE.
68
18.2
OTHER INDEMNITIES
The Company shall (or shall procure that an Obligor will), within three Business
Days of demand, indemnify each Finance Party and each Mandated Lead Arranger
against any cost, loss or liability incurred by that Finance Party or Mandated
Lead Arranger as a result of:
(A)
THE OCCURRENCE OF ANY EVENT OF DEFAULT;
(B)
A FAILURE BY AN OBLIGOR TO PAY ANY
AMOUNT DUE UNDER A FINANCE DOCUMENT ON ITS DUE DATE, INCLUDING WITHOUT
LIMITATION, ANY COST, LOSS OR LIABILITY ARISING AS A RESULT OF CLAUSE 31
(SHARING AMONG THE FINANCE PARTIES);
(C)
FUNDING, OR MAKING ARRANGEMENTS TO
FUND, ITS PARTICIPATION IN A UTILISATION REQUESTED BY A BORROWER IN A
UTILISATION REQUEST BUT NOT MADE BY REASON OF THE OPERATION OF ANY ONE OR MORE
OF THE PROVISIONS OF THIS AGREEMENT (OTHER THAN BY REASON OF DEFAULT OR
NEGLIGENCE BY THAT FINANCE PARTY ALONE);
(D)
ISSUING OR MAKING ARRANGEMENTS TO ISSUE
A BANK GUARANTEE REQUESTED BY A BORROWER IN A UTILISATION REQUEST BUT NOT ISSUED
BY REASON OF THE OPERATION OF ANY ONE OR MORE OF THE PROVISIONS OF THIS
AGREEMENT; OR
(E)
A UTILISATION (OR PART OF A
UTILISATION) NOT BEING PREPAID IN ACCORDANCE WITH A NOTICE OF PREPAYMENT GIVEN
BY A BORROWER.
18.3
INDEMNITY TO THE FACILITY AGENT
The Company shall (or shall procure that an Obligor will) promptly indemnify the
Facility Agent against any cost, loss or liability incurred by the Facility
Agent (acting reasonably) as a result of:
(A)
INVESTIGATING ANY EVENT WHICH IT
REASONABLY BELIEVES IS A DEFAULT;
(B)
ENTERING INTO OR PERFORMING ANY FOREIGN
EXCHANGE CONTRACT