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

Lenders’ indemnity to the Facility Agent. (a) Each Lender shall, in accordance with paragraph (b) below, indemnify the Facility Agent, within three (3) Business Days of demand, against any cost, loss or liability incurred by the Facility Agent (other than by reason of the Facility Agent’s gross negligence or wilful misconduct) in acting as Facility Agent under the Finance Documents (unless the Facility Agent has been reimbursed by an Obligor Party pursuant to a Finance Document). (b) The proportion of such cost, loss or liability to be borne by each Lender shall be: (i) if there is any Loan then outstanding, the proportion borne by (A) the sum of its participation(s) in the Loan(s) then outstanding to (B) the aggregate amount of such Loan(s), or (ii) if there is no Loan then outstanding and the Available Facility is then greater than zero, the proportion borne by (A) its Available Commitment to (B) the Available Facility, or (iii) if there is no Loan then outstanding and the Available Facility is then zero: (A) if the Available Facility became zero after a Loan ceased to be outstanding, the proportion borne by (A) its Available Commitment to (B) the Available Facility immediately before the Available Facility became zero, or (B) if a Loan ceased to be outstanding after the Available Facility became zero, the proportion borne by (A) the sum of its participation(s) in the Loan(s) outstanding immediately before any Loan ceased to be outstanding to (B) the aggregate amount of such Loan(s).

Lenders’ indemnity to the Facility Agent. (a) Each Lender shall, in accordance with paragraph (b) below, indemnify the Facility Agent, within three (3) Business Days business days of demand, against any cost, loss or liability incurred by the Facility Agent (other otherwise than by reason of the Facility Agent’s gross negligence or wilful misconduct) in acting as Facility Agent under the Finance Documents (unless the Facility Agent has been reimbursed by an Obligor Party pursuant to a Finance Document). (b) The proportion of such cost, loss or liability to be borne by each Lender shall be: (i) if there is any Loan then outstanding, the proportion borne by (A) the sum of its participation(s) in the Loan(s) then outstanding to (B) the aggregate amount of such Loan(s), or (ii) if there is no Loan then outstanding and the Available Facility is then greater than zero, the proportion borne by (A) its Available Commitment to (B) the Available Facility, or (iii) if there is no Loan then outstanding and the Available Facility is then zero: (A) if the Available Facility became zero after a Loan ceased to be outstanding, the proportion borne by (A) its Available Commitment to (B) the Available Facility immediately before the Available Facility became zero, or (B) if a Loan ceased to be outstanding after the Available Facility became zero, the proportion borne by (A) the sum of its participation(s) in the Loan(s) outstanding immediately before any Loan ceased to be outstanding to (B) the aggregate amount of such Loan(s).

Lenders’ indemnity to the Facility Agent. (a) Each Lender shall, in accordance with paragraph (b) below, indemnify the Facility Agent, within three (3) Business Days business days of demand, against any cost, loss or liability incurred by the Facility Agent (other otherwise than by reason of the Facility Agent’s 's gross negligence or wilful misconduct) in acting as Facility Agent under the Finance Documents (unless the Facility Agent has been reimbursed by an Obligor Party pursuant to a Finance Document). (b) The proportion of such cost, loss or liability to be borne by each Lender shall be: (i) if there is any Loan then outstanding, the proportion borne by (A) the sum of its participation(s) in the Loan(s) then outstanding to (B) the aggregate amount of such Loan(s), or (ii) if there is no Loan then outstanding and the Available Facility is then greater than zero, the proportion borne by (A) its Available Commitment to (B) the Available Facility, or (iii) if there is no Loan then outstanding and the Available Facility is then zero:; (A1) if the Available Facility became zero after a Loan ceased to be outstanding, the proportion borne by (A) its Available Commitment to (B) the Available Facility immediately before the Available Facility became zero, or (B2) if a Loan ceased to be outstanding after the Available Facility became zero, the proportion borne by (A) the sum of its participation(s) in the Loan(s) outstanding immediately before any Loan ceased to be outstanding to (B) the aggregate amount of such Loan(s).

Lenders’ indemnity to the Facility Agent. (a) Each Lender shall, in accordance with Subject to paragraph (b) below, each Lender shall (in proportion to its Available Commitments and participations in the Loans then outstanding to the Available Facilities and all the Loans) indemnify the Facility 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 Facility Agent (other otherwise than by reason of the Facility Agent’s its gross negligence or wilful misconduct) (or in the case of any cost, loss or liability pursuant to Clause 28.10 (Disruption to Payment Systems etc) notwithstanding the Facility Agent's negligence, gross negligence or any other category of liability whatsoever but not including any claim based on the fraud of the Facility Agent) in acting as Facility Agent under the Finance Documents (unless the Facility Agent it has been reimbursed by an Obligor Party pursuant to a Finance Document). (b) The If the Available Facilities are then zero, each Lender's indemnity under paragraph (a) above shall be in proportion of such costto its Available Commitments to the Available Facilities immediately prior to their reduction to zero, loss or liability to be borne by each Lender shall be: (i) if unless there is are then any Loan then Utilisations outstanding, the in which case it shall be in proportion borne by (A) the sum of to its participation(s) participations in the Loan(s) Utilisations then outstanding to (B) all the aggregate amount of such Loan(s), or (ii) if there is no Loan then outstanding and the Available Facility is then greater than zero, the proportion borne by (A) its Available Commitment to (B) the Available Facility, or (iii) if there is no Loan then outstanding and the Available Facility is then zero: (A) if the Available Facility became zero after a Loan ceased to be outstanding, the proportion borne by (A) its Available Commitment to (B) the Available Facility immediately before the Available Facility became zero, or (B) if a Loan ceased to be outstanding after the Available Facility became zero, the proportion borne by (A) the sum of its participation(s) in the Loan(s) outstanding immediately before any Loan ceased to be outstanding to (B) the aggregate amount of such Loan(s)Utilisations.

Lenders’ indemnity to the Facility Agent. (a) Each Lender shall, in accordance with paragraph (b) below, indemnify the Facility Agent, within three (3) Business Days business days of demand, against any cost, loss or liability incurred by the Facility Agent (other otherwise than by reason of the Facility Agent’s 's gross negligence or wilful misconduct) in acting as Facility Agent under the Finance Documents (unless the Facility Agent has been reimbursed by an Obligor Party pursuant to a Finance Document). (b) The proportion of such cost, loss or liability to be borne by each Lender shall be: (i) if there is any Loan then outstanding, the proportion borne by (A) the sum of its participation(s) in the Loan(s) then outstanding to (B) the aggregate amount of such Loan(s), or (ii) if there is no Loan then outstanding and the Available Facility is then greater than zero, the proportion borne by (A) its Available Commitment to (B) the Available Facility, or (iii) if there is no Loan then outstanding and the Available Facility is then zero:; (A1) if the Available Facility became zero after a Loan ceased to be outstanding, the proportion borne by (A) its Available Commitment to (B) the Available Facility immediately before the Available Facility became zero, or (B2) if a Loan ceased to be outstanding after the Available Facility became zero, the proportion borne by (A) the sum of its participation(s) in the Loan(s) outstanding immediately before any Loan ceased to be outstanding to (B) the aggregate amount of such Loan(s).