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

Lenders’ indemnity to the Agent. (a) Each Lender shall (in the proportion that the Liabilities due to it bear to the aggregate of the Liabilities due to all the Lenders for the time being (or, if the Liabilities due to the Lenders are zero, immediately prior to their being reduced to zero)), indemnify the Agent, within three (3) Business Days of demand, against any cost, loss or liability (including, without limitation, for negligence or any other category of liability whatsoever) incurred by the Agent (otherwise than by reason of the Agent’s gross negligence or wilful misconduct) (or, in the case of any cost, loss or liability pursuant to Clause 31.11 (Disruption to payment systems, etc.), notwithstanding the Agent’s negligence, gross negligence or any other category of liability whatsoever but not including any claim based on the fraud of the Agent in acting as Agent under the Finance Documents (unless the Agent has been reimbursed by an Obligor pursuant to a Finance Document), (b) If the Borrower is required to reimburse or indemnify any Lender for any payment that Lender makes to the Agent pursuant to paragraph (a) above in accordance with the Finance Documents, the Borrower shall, within 10 Business Days of demand in writing by the relevant Lender, indemnify such Lender for the amount of such payment actually made pursuant to paragraph (a) above. (c) Paragraph (b) above shall not apply to the extent that the indemnity payment in respect of which the Lender claims reimbursement relates to a liability of the Agent to an Obligor.

Lenders’ indemnity to the Agent. (a) Each Lender shall (in the proportion that the Liabilities due to it bear to the aggregate its share of the Liabilities due to all the Lenders for the time being (Total Commitments or, if the Liabilities due to the Lenders Total Commitments are then zero, to its share of the Total Commitments immediately prior to their being reduced reduction to zero)), ) indemnify the Agent, within three (3) Business Days of demand, against any cost, loss or liability (including, without limitation, for negligence or any other category of liability whatsoever) incurred by the Agent (otherwise than by reason of the Agent’s gross negligence or wilful misconduct) (or, in the case of any cost, loss or liability pursuant to Clause 31.11 (Disruption to payment systems, systems etc.), ) notwithstanding the Agent’s negligence, gross negligence or any other category of liability whatsoever but not including any claim based on the fraud of the Agent in acting as Agent under the Finance Documents (unless the Agent has been reimbursed by an Obligor pursuant to a Finance Document),. (b) If Subject to paragraph (c) below, the Borrower is required to shall as soon as reasonably practicable on demand reimburse or indemnify any Lender for any payment that Lender makes to the Agent pursuant to paragraph (a) above in accordance with the Finance Documents, the Borrower shall, within 10 Business Days of demand in writing by the relevant Lender, indemnify such Lender for the amount of such payment actually made pursuant to paragraph (a) above. (c) Paragraph (b) above shall not apply to the extent that the indemnity payment in respect of which the Lender claims reimbursement relates to a liability of the Agent to an Obligor.

Lenders’ indemnity to the Agent. (a) Each Lender shall (in the proportion that the Liabilities due to it bear to the aggregate its share of the Liabilities due to all the Lenders for the time being (Total Commitments or, if the Liabilities due to the Lenders Total Commitments are then zero, to its share of the Total Commitments immediately prior to their being reduced reduction to zero)), ) indemnify the Agent, within three (3) Business Days of demand, against any cost, loss or liability (including, without limitation, for negligence or any other category of liability whatsoever) incurred by the Agent (otherwise than by reason of the Agent’s 's gross negligence or wilful misconduct) (or, in the case of any cost, loss or liability pursuant to Clause 31.11 40.11 (Disruption to payment systems, Payment Systems etc.), notwithstanding the Agent’s 's negligence, gross negligence or any other category of liability whatsoever but not including any claim based on the fraud of the Agent in acting as Agent under the Finance Documents (including acting or relying on any notice or request) (unless the Agent has been reimbursed by an Obligor pursuant to a Finance Document),. (b) If Subject to paragraph (c) below, the Borrower is required to Company shall immediately on demand reimburse or indemnify any Lender for any payment that Lender makes to the Agent pursuant to paragraph (a) above in accordance with the Finance Documents, the Borrower shall, within 10 Business Days of demand in writing by the relevant Lender, indemnify such Lender for the amount of such payment actually made pursuant to paragraph (a) above. (c) Paragraph (b) above shall not apply to the extent that the indemnity payment in respect of which the Lender claims reimbursement relates to a liability of the Agent to an Obligor.

Lenders’ indemnity to the Agent. (a) Each Lender shall (in the proportion that the Liabilities due to it bear to the aggregate its share of the Liabilities due to all the Lenders for the time being (Total Commitments or, if the Liabilities due to the Lenders Total Commitments are then zero, to its share of the Total Commitments immediately prior to their being reduced reduction to zero)), ) indemnify the Agent, within three (3) Business Days of demand, against any cost, loss or liability (including, without limitation, for negligence or any other category of liability whatsoever) incurred by the Agent (otherwise than by reason of the Agent’s 's gross negligence or wilful misconduct) (or, in the case of any cost, loss or liability pursuant to Clause 31.11 35.11 (Disruption to payment systems, Payment Systems etc.), notwithstanding the Agent’s 's negligence, gross negligence or any other category of liability whatsoever but not including any claim based on the fraud of the Agent Agent) in acting as Agent under the Finance Documents (unless the Agent has been reimbursed by an Obligor pursuant to a Finance Document),. (b) If Subject to paragraph (c) below, the Borrower is required to Obligors’ Agent shall immediately on demand reimburse (or indemnify procure reimbursement of) any Lender for any payment that Lender makes to the Agent pursuant to paragraph (a) above in accordance with the Finance Documents, the Borrower shall, within 10 Business Days of demand in writing by the relevant Lender, indemnify such Lender for the amount of such payment actually made pursuant to paragraph (a) above. (c) Paragraph (b) above shall not apply to the extent that the indemnity payment in respect of which the Lender claims reimbursement relates to a liability of the Agent to an Obligor. (d) This indemnity given by each Lender under or in connection with this Agreement is a continuing obligation, independent of the relevant Lender's other obligations under or in connection with this Agreement or any other Finance Document and survives after this Agreement or that Finance Document is terminated. It is not necessary for a person to pay any amount or incur any expense before enforcing an indemnity under or in connection with this Agreement or any other Finance Document.

Lenders’ indemnity to the Agent. (a) Each Lender shall (in the proportion that the Liabilities due to it bear to the aggregate its share of the Liabilities due to all the Lenders for the time being (Total Commitments or, if the Liabilities due to the Lenders Total Commitments are then zero, to its share of the Total Commitments immediately prior to their being reduced reduction to zero)), ) indemnify the Agent, within three (3) Business Days of demand, against any cost, loss or liability (including, without limitation, for negligence or any other category of liability whatsoever) incurred by the Agent (otherwise than by reason of the Agent’s 's gross negligence or wilful misconduct) (or, in the case of any cost, loss or liability pursuant to Clause 31.11 27.11 (Disruption to payment systems, systems etc.), notwithstanding the Agent’s 's negligence, gross negligence or any other category of liability whatsoever but not including any claim based on the fraud of the Agent Agent) in acting as Agent under the Finance Documents (unless the Agent has been reimbursed by an Obligor a Borrower pursuant to a Finance Document),. (b) If Subject to paragraph (c) below, the Borrower is required to Company shall immediately on demand reimburse or indemnify any Lender for any payment that Lender makes to the Agent pursuant to paragraph (a) above in accordance with the Finance Documents, the Borrower shall, within 10 Business Days of demand in writing by the relevant Lender, indemnify such Lender for the amount of such payment actually made pursuant to paragraph (a) above. (c) Paragraph (b) above shall not apply to the extent that the indemnity payment in respect of which the Lender claims reimbursement relates to a liability of the Agent to an Obligora Borrower.

Lenders’ indemnity to the Agent. (a) Each Lender shall (in the proportion that the Liabilities due to it bear to the aggregate its share of the Liabilities due to all the Lenders for the time being (Total Commitments or, if the Liabilities due to the Lenders Total Commitments are then zero, to its share of the Total Commitments immediately prior to their being reduced reduction to zero)), ) indemnify the Agent, within three (3) Business Days of demand, against any cost, loss or liability (including, without limitation, for negligence or any other category of liability whatsoever) incurred by the Agent (otherwise than by reason of the Agent’s 's gross negligence or wilful misconduct) (or, in the case of any cost, loss or liability pursuant to Clause 31.11 40.11 (Disruption to payment systems, Payment Systems etc.)), notwithstanding the Agent’s 's negligence, gross negligence or any other category of liability whatsoever but not including any claim based on the fraud of the Agent in acting as Agent under the Finance Documents (including acting or relying on any notice or request) (unless the Agent has been reimbursed by an Obligor pursuant to a Finance Document),. (b) If Subject to paragraph (c) below, the Borrower is required to Company shall immediately on demand reimburse or indemnify any Lender for any payment that Lender makes to the Agent pursuant to paragraph (a) above in accordance with the Finance Documents, the Borrower shall, within 10 Business Days of demand in writing by the relevant Lender, indemnify such Lender for the amount of such payment actually made pursuant to paragraph (a) above. (c) Paragraph (b) above shall not apply to the extent that the indemnity payment in respect of which the Lender claims reimbursement relates to a liability of the Agent to an Obligor.

Lenders’ indemnity to the Agent. (a) 25.11.1 Each Lender shall (in the proportion that the Liabilities due to it bear to the aggregate its share of the Liabilities due to all the Lenders for the time being (Total Commitments or, if the Liabilities due to the Lenders Total Commitments are then zero, to its share of the Total Commitments immediately prior to their being reduced reduction to zero)), ) indemnify the AgentAgent and every Receiver and Delegate, within three (3) Business Days of demand, against any cost, loss or liability (including, without limitation, for negligence or any other category of liability whatsoever) incurred by the Agent any of them (otherwise than by reason of the relevant Agent’s, Receiver’s or Delegate’s gross negligence or wilful misconduct) (or, in the case of any cost, loss or liability pursuant to Clause 31.11 28.12 (Disruption to payment systems, systems etc.), ) notwithstanding the Agent’s negligence, gross negligence or any other category of liability whatsoever but not including any claim based on the fraud of the Agent Agent) in acting as Agent under Agent, Receiver or Delegate under, or exercising any authority conferred under, the Finance Documents (unless the Agent relevant Agent, Receiver or Delegate has been reimbursed by an Obligor a Security Party pursuant to a Finance Document),. (b) If 25.11.2 A Finance Party shall indemnify the Borrower is required Facility Agent, within 3 Business Days of demand, against any cost, loss of liability incurred by the Facility Agent with respect to any Tax imposed by reason of FATCA attributable to such Finance Party in relation to the Finance Documents. 25.11.3 Subject to Clause 25.11.4, the Borrowers shall immediately on demand reimburse or indemnify any Lender for any payment that Lender makes to the Agent pursuant to paragraph (a) above in accordance with the Finance Documents, the Borrower shall, within 10 Business Days of demand in writing by the relevant Lender, indemnify such Lender for the amount of such payment actually made pursuant to paragraph (a) above.Clause 25.11.1 (c) Paragraph (b) above 25.11.4 Clause 25.11.2 shall not apply to the extent that the indemnity payment in respect of which the Lender claims reimbursement relates to a liability of the Agent to an Obligora Security Party.

Lenders’ indemnity to the Agent. (a) Each Lender shall (in the proportion that the Liabilities due to it bear to the aggregate its share of the Liabilities due to all the Lenders for the time being (Total Commitments or, if the Liabilities due Total Commitments are then reduced to the Lenders are zero, to its share of the Total Commitments immediately prior to their being reduced reduction to zero)), indemnify the Agent, within three ten (310) Business Days of demand, against any cost, loss or liability (including, without limitation, for negligence or any other category of liability whatsoever) incurred by the Agent (otherwise than by reason of the Agent’s gross negligence or wilful misconduct) (or, in the case of any cost, loss or liability pursuant to Clause 31.11 (Disruption to payment systems, etc.), notwithstanding the Agent’s negligence, gross negligence or any other category of liability whatsoever but not including any claim based on the fraud of the Agent in acting as Agent under the Finance Documents (unless the Agent has been reimbursed by an Obligor the Borrowers pursuant to a Finance Document), . Each GIEK Lender shall (b) If in proportion to its share of the Borrower is required GIEK Lender Commitments or, if the GIEK Lender Commitments are then reduced to reimburse or zero, to its share of the GIEK Commitments immediately prior to their reduction to zero), indemnify any Lender for any payment that Lender makes to the Agent pursuant to paragraph (a) above in accordance with the Finance Documents, the Borrower shallGIEK Guarantee Holder, within 10 three (3) Business Days of demand in writing demand, against any cost, loss or liability incurred by the relevant Lender, indemnify such Lender for GIEK Guarantee Holder (otherwise than by reason of the amount of such payment actually made GIEK Guarantee Holder’s gross negligence or wilful misconduct) in acting as GIEK Guarantee Holder under the Finance Documents (unless the GIEK Guarantee Holder has been reimbursed by the Borrowers pursuant to paragraph (a) above. (c) Paragraph (b) above shall not apply a Finance Document). Unless the K-Sure Agent is disabled or otherwise unable to the extent that the indemnity payment in respect of which the Lender claims reimbursement relates to a liability act on behalf of the K-Sure Lenders, each K-sure Lender acknowledges and agrees that it shall have no entitlement to make any claim or to take any action whatsoever under or in connection with each of the K- sure Insurance Policies except through the K-sure Agent to an Obligorand that all of the rights of the K-sure Lenders under each of the K-sure Insurance Policies shall only be exercised by the K-sure Agent.

Lenders’ indemnity to the Agent. (a) Each Lender shall (in the proportion that the Liabilities due to it bear to the aggregate its share of the Liabilities due to all the Lenders for the time being (Total Commitments or, if the Liabilities due to the Lenders Total Commitments are then zero, to its share of the Total Commitments immediately prior to their being reduced reduction to zero)), ) indemnify the Agent, within three (3) Business Days of demand, against against: (a) any cost, loss or liability (including, without limitation, Losses for negligence or any other category of liability whatsoever) whatsoever incurred by the Agent (otherwise than by reason of the Agent’s gross negligence or wilful misconduct) (or, such Xxxxxxx' Representative in the case of any cost, loss or liability circumstances contemplated pursuant to Clause 31.11 clause 37.11 (Disruption to payment systems, systems etc.), ) notwithstanding the Agent’s 's negligence, gross negligence negligence, or any other category of liability whatsoever but not including any claim based on the fraud of the Agent); and (b) any other Losses (otherwise than by reason of the Agent's gross negligence or wilful misconduct) including the costs of any person engaged in accordance with clause 34.6(c) (Rights and discretions of the Agent) and any Receiver in acting as its agent under the Finance Documents in each case incurred by the Agent in acting as Agent such under the Finance Documents (unless the Agent has been reimbursed by an Obligor pursuant to a Finance DocumentDocument or out of the Trust Property), (b) If the . The Borrower is required to shall immediately on demand reimburse or indemnify any Lender for any payment that Lender Xxxxxx makes to the Agent pursuant to paragraph (a) above in accordance with the Finance Documents, the Borrower shall, within 10 Business Days of demand in writing by the relevant Lender, indemnify such Lender for the amount of such payment actually made pursuant to paragraph (a) above. (c) Paragraph (b) above shall not apply to the extent that the indemnity payment in respect of which the Lender claims reimbursement relates to a liability of the Agent to an Obligor.