The Guarantor indemnifies the Principal against all claims, losses, actions, damages, costs (including legal costs on a full indemnity basis) and expenses that the Principal may suffer or incur arising from or in connection with the Agreement by reason of:
(a) any default in or breach or failure to perform or observe any of the terms and conditions of the Agreement by Non-Owner Participant; or
(b) the relevant NOP being wound up (except for the purpose of reconstruction or amalgamation the terms of which have previously been approved in writing by the Principal) or becoming insolvent or bankrupt or entering into a composition with its creditors or having an administrator, a receiver, a receiver/manager, liquidator appointed or any other external controller (as that terms is defined in the Corporations Act) appointed.