TO ANY LITIGATION OR ARBITRATION PROCEEDINGS,
that Obligor shall as an independent obligation, within three Business Days of
demand, indemnify each Secured Party and the 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.
18.2
OTHER INDEMNITIES
(A)
THE PARENT SHALL (OR SHALL PROCURE THAT
AN OBLIGOR WILL), WITHIN THREE BUSINESS DAYS OF DEMAND, INDEMNIFY EACH SECURED
PARTY AND THE ARRANGER AGAINST ANY COST, LOSS OR LIABILITY INCURRED BY THAT
SECURED PARTY OR ARRANGER AS A RESULT OF:
(I)
THE OCCURRENCE OF ANY EVENT OF DEFAULT;
(II)
A FAILURE BY AN OBLIGOR TO PAY ANY AMOUNT DUE UNDER A
FINANCE DOCUMENT ON ITS DUE DATE, INCLUDING WITHOUT LIMITATION, ANY COST, LOSS
OR LIABILITY ARISING AS A RESULT OF CLAUSE 32 (SHARING AMONG THE FINANCE
PARTIES);
(III)
FUNDING, OR MAKING ARRANGEMENTS TO FUND, ITS
PARTICIPATION IN A UTILISATION REQUESTED BY THE PARENT OR A BORROWER IN A
UTILISATION REQUEST BUT NOT MADE BY REASON OF THE OPERATION OF ANY ONE OR MORE
OF THE PROVISIONS OF THIS AGREEMENT (OTHER THAN BY REASON OF DEFAULT OR
NEGLIGENCE BY THAT FINANCE PARTY ALONE);
52
(IV)
ISSUING OR MAKING ARRANGEMENTS TO ISSUE A LETTER OF CREDIT
REQUESTED BY A BORROWER IN A UTILISATION REQUEST BUT NOT ISSUED BY REASON OF THE
OPERATION OF ANY ONE OR MORE OF THE PROVISIONS OF THIS AGREEMENT; OR
(V)
A UTILISATION (OR PART OF A UTILISATION) NOT BEING
PREPAID IN ACCORDANCE WITH A NOTICE OF PREPAYMENT GIVEN BY A BORROWER OR THE
PARENT.
18.3
INDEMNITY TO THE FACILITY AGENT
The Parent 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 AN EVENT OF DEFAULT;
(B)
ENTERING INTO OR PERFORMING ANY FOREIGN
EXCHANGE CONTRACT FOR THE PURPOSES OF PARAGRAPH (B) OF CLAUSE 33.9 (CHANGE OF
CURRENCY); OR
(C)
ACTING OR RELYING ON ANY NOTICE,
REQUEST OR INSTRUCTION WHICH IT REASONABLY BELIEVES TO BE GENUINE, CORRECT AND
APPROPRIATELY AUTHORISED.
18.4
INDEMNITY TO THE SECURITY TRUSTEE
(A)
EACH OBLIGOR SHALL PROMPTLY INDEMNIFY
THE SECURITY TRUSTEE AND EVERY RECEIVER AND DELEGATE AGAINST ANY COST, LOSS OR
LIABILITY INCURRED BY ANY OF THEM AS A RESULT OF:
(I)
THE TAKING, HOLDING, PROTECTION OR ENFORCEMENT OF THE
TRANSACTION SECURITY,
(II)
THE EXERCISE OF ANY OF THE RIGHTS, POWERS, DISCRETIONS
AND REMEDIES VESTED IN THE SECURITY TRUSTEE AND EACH RECEIVER