Common use of Lenders’ indemnity to the Agent and the Security Agent Clause in Contracts

Lenders’ indemnity to the Agent and the Security Agent. (a) Each Lender and Hedge Counterparty shall rateably in accordance with the proportion that the sum of its Available Commitments and its participations in any outstanding Loans bear to the aggregate of the Available Commitments and such participations of all the Secured Parties (or, if all such amounts have been reduced to zero, such proportion determined immediately prior to such reduction) for the time being, indemnify each of the Agent and Security Agent, within three Business Days of demand (accompanied by reasonable written certification), against any cost, loss or liability incurred by the Agent or the Security Agent (other than by reason of the fraud, negligence or wilful misconduct of the Agent or the Security Agent) in acting as Agent and Security Agent under the Finance Documents (unless the Agent or the Security Agent has been reimbursed by, or indemnified to its satisfaction by, an Obligor pursuant to a Finance Document or otherwise in writing). For the purposes of this Clause 25.10, each Hedge Counterparty shall, in respect of each Hedging Agreement entered into by it, be deemed to have made a Loan to the Company in an amount equal to the equivalent amount in HKD of any amount due but unpaid (other than default interest) under the Hedging Agreement to which such Hedge Counterparty is party following its early termination. (b) Clause 25.10 shall not apply to the extent that the Agent is otherwise actually indemnified or reimbursed by any Party under any other provision of the Finance Documents. (c) Provided that if an Obligor is required to reimburse or indemnify any Secured Party for such cost, loss or liability in accordance with the terms of the Finance Documents, the Company shall, within ten Business Days of demand in writing by the relevant Secured Party, indemnify such Secured Party in relation to any payment actually made by such Secured Party pursuant to paragraph (a) of Clause 25.10 above.

Lenders’ indemnity to the Agent and the Security Agent. (a) Each Lender and Hedge Counterparty shall rateably in accordance with the proportion that the US dollar equivalent of the sum of its Available Commitments and its participations in any outstanding Loans bear to the US dollar equivalent of the aggregate of the Available Commitments and such participations of all the Secured Parties (or, if all such amounts have been reduced to zero, such proportion determined immediately prior to such reduction) for the time being, indemnify each of the Agent and Security Agent, within three Business Days of demand (accompanied by reasonable written certification), against any cost, loss or liability incurred by the Agent or the Security Agent (other than by reason of the fraud, negligence or wilful misconduct of the Agent or the Security Agent) in acting as Agent and Security Agent under the Finance Documents (unless the Agent or the Security Agent has been reimbursed by, or indemnified to its satisfaction by, an Obligor pursuant to a Finance Document or otherwise in writing). For the purposes of this Clause 25.10, each Hedge Hedging Counterparty shall, in respect of each Hedging Agreement entered into by it, be deemed to have made a Loan to the Company in an amount equal to the equivalent amount in HKD Base Currency Amount of any amount due but unpaid (other than default interest) under the Hedging Agreement to which such Hedge Counterparty is party following its early terminationtermination in accordance with the Hedging Letter. (b) Clause 25.10 shall not apply to the extent that the Agent is otherwise actually indemnified or reimbursed by any Party under any other provision of the Finance Documents. (c) Provided that if an Obligor is required to reimburse or indemnify any Secured Party for such cost, loss or liability in accordance with the terms of the Finance Documents, the Company shall, within ten Business Days of demand in writing by the relevant Secured Party, indemnify such Secured Party in relation to any payment actually made by such Secured Party pursuant to paragraph (aClause 25.10(a) of Clause 25.10 above.

Lenders’ indemnity to the Agent and the Security Agent. (a) Each Lender and Hedge Counterparty shall rateably in accordance with the proportion that the sum of its Available Commitments and its participations in any outstanding Loans bear Prior to the aggregate Senior Discharge Date each Lender shall (in proportion to its share of the Available Total Commitments and such participations of all the Secured Parties (or, if all such amounts have been reduced to the Total Commitments are then zero, such proportion determined to its share of the Total Commitments immediately prior to such reductiontheir reduction to zero) for the time being, indemnify each of the Agent and the Security Agent, within three Business Days of demand (accompanied by reasonable written certification)demand, against any cost, loss or liability incurred by the Agent or the Security Agent (other otherwise than by reason of the its fraud, gross negligence or wilful misconduct of the Agent or the Security Agentmisconduct) in acting as Agent and or, as the case may be, Security Agent under the Finance Documents (unless the Agent or the Security Agent it has been reimbursed by, or indemnified to its satisfaction by, by an Obligor pursuant to a Finance Document or otherwise in writingDocument) (“Indemnified Costs”). For the purposes of this Clause 25.10, each Hedge Counterparty shall, in respect of each Hedging Agreement entered into by it, be deemed to have made a Loan to the Company in an amount equal to the equivalent amount in HKD of any amount due but unpaid (other than default interest) under the Hedging Agreement to which such Hedge Counterparty is party following its early termination. (b) Clause 25.10 shall not apply After the Senior Discharge Date: (i) with respect to those Indemnified Costs which accrue from prior to the extent that Senior Discharge Date, each Lender and each Hedging Bank shall (in the proportions as set out in paragraph (i) and (ii) below) indemnify the Agent is otherwise actually indemnified or reimbursed by and the Security Agent, within three Business Days of demand, against any Party under any other provision Indemnified Costs, where (A) the Lenders shall in aggregate indemnify half of the Finance Documentsamount of any Indemnified Costs and each Lender shall bear such amount in proportion to its share of the Total Commitments or, if the Total Commitments are then zero, to its share of the Total Commitments immediately prior to their reduction to zero; and (B) the Hedging Banks shall in aggregate indemnify half of the amount of any Indemnified Costs and each Hedging Bank shall bear such amount in proportion to its xxxx to market exposure in respect of its transactions under the Hedging Documents to the Total MtM Exposure or, if the Total MtM Exposure is then zero, to its share of the Total MtM Exposure immediately prior to its reduction to zero. (cii) Provided that with respect to those Indemnified Costs which accrue after the Senior Discharge Date, each Hedging Bank shall (in proportion to its xxxx to market exposure in respect of its transactions under the Hedging Documents to the Total MtM Exposure or, if an Obligor the Total MtM Exposure is required then zero, to reimburse or indemnify any Secured Party for such cost, loss or liability in accordance with the terms its share of the Finance Documents, Total MtM Exposure immediately prior to its reduction to zero) indemnify the Company shallAgent and the Security Agent, within ten three Business Days of demand in writing by the relevant Secured Partydemand, indemnify such Secured Party in relation to against any payment actually made by such Secured Party pursuant to paragraph (a) of Clause 25.10 aboveIndemnified Costs.

Lenders’ indemnity to the Agent and the Security Agent. (a) Each Lender and Hedge Counterparty shall rateably in accordance with the proportion that the sum of its Available Commitments and its participations in any outstanding Loans bear to the aggregate of the Available Commitments and such participations of all the Secured Parties (or, if all such amounts have been reduced to zero, such proportion determined immediately prior to such reduction) for the time being, indemnify each of the Agent and Security Agent, within three Business Days of demand (accompanied by reasonable written certification), against any cost, loss or liability incurred by the Agent or the Security Agent (other than by reason of the fraud, negligence or wilful misconduct of the Agent or the Security Agent) in acting as Agent and Security Agent under the Finance Documents (unless the Agent or the Security Agent has been reimbursed by, or indemnified to its satisfaction by, an Obligor pursuant to a Finance Document or otherwise in writing). For the purposes of this Clause 25.1036.10, each Hedge Counterparty shall, in respect of each Hedging Agreement entered into by it, be deemed to have made a Loan to the Company in an amount equal to the equivalent amount in HKD of any amount due but unpaid (other than default interest) under the Hedging Agreement to which such Hedge Counterparty is party following its early termination. (b) Clause 25.10 36.10 shall not apply to the extent that the Agent is otherwise actually indemnified or reimbursed by any Party under any other provision of the Finance Documents. (c) Provided that if an Obligor is required to reimburse or indemnify any Secured Party for such cost, loss or liability in accordance with the terms of the Finance Documents, the Company shall, within ten Business Days of demand in writing by the relevant Secured Party, indemnify such Secured Party in relation to any payment actually made by such Secured Party pursuant to paragraph (a) of Clause 25.10 36.10 above.