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

Lenders’ indemnity to the Facility Agent. (a) Each Lender shall (in the proportion borne by its Commitment to the Total Commitments or, if the Total Commitments are then zero, in such proportion immediately prior to the reduction of the Total Commitments to zero) indemnify the Facility Agent, within five Business Days of demand, against any cost, loss or liability (including for negligence or any other category of liability whatsoever) incurred by the Facility Agent (otherwise than by reason of the Facility 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 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 has been reimbursed by a Transaction Obligor pursuant to a Finance Document in respect of such cost, loss or liability. (b) Subject to paragraph (c) below, the Borrower shall as soon as reasonably practicable on demand reimburse any Lender for any payment that Lender makes to the Facility Agent 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 under paragraph (b) above relates to a liability of the Facility Agent to an Obligor.

Lenders’ indemnity to the Facility Agent. (a) Each Lender shall (in the proportion borne by its Commitment to the Total Commitments or, if the Total Commitments are then zero, determined in such proportion immediately prior to the reduction of the Total Commitments to zeroaccordance with paragraph (b) below) indemnify the Facility Agent, within five Business Days of demand, against any cost, loss or liability (including for negligence or any other category of liability whatsoever) incurred by the Facility Agent (otherwise than by reason of the Facility 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 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 has been reimbursed by a Total Transaction Obligor pursuant to a Finance Document in respect of such cost, loss or liability. (b) Each Lender’s proportion of such cost, loss or liability shall be: (i) if any Loan is then outstanding, the proportion borne by (A) such Lender’s aggregate participations in the Loan(s) then outstanding to (B) the aggregate amount of the Loans then outstanding; (ii) if no Loan is then outstanding and the Available Facility in respect of any Facility is then greater than zero, the proportion borne by (A) the aggregate of such Lender’s Available Commitments (in respect of any or all of the Facilities) to (B) the sum of the Available Facility in respect of each Facility; or (iii) if no Loan is then outstanding and the Available Facility in respect of each Facility is then zero: (A) if no Loan has been made, the proportion borne by (A) the aggregate of such Lender’s Available Commitments in respect of any or all of the Facilities (immediately before the time when the Available Facility in respect of each Facility became zero) to (B) the sum of the Available Facility in respect of each Facility (immediately before the time when the Available Facility in respect of each Facility became zero); or (B) if one or more Loan(s) have been made, the proportion borne by (A) the aggregate of such Lender’s participations in the Loan(s) outstanding (immediately before the time when each Loan ceased to be outstanding) to (B) the aggregate amount of the Loans outstanding (immediately before the time when each Loan ceased to be outstanding). (c) Subject to paragraph (cd) below, the Borrower shall as soon as reasonably practicable on demand reimburse any Lender for any payment that Lender makes to the Facility Agent pursuant to paragraph (a) above. (cd) Paragraph (bc) above shall not apply to the extent that the indemnity payment in respect of which the Lender claims reimbursement under paragraph (bc) above relates to a liability of the Facility Agent to an Obligor.

Lenders’ indemnity to the Facility Agent. (a) Each Lender shall (in the proportion borne by to its Commitment to share of the Total Commitments or, if the Total Commitments are then zero, in such proportion immediately prior to the reduction its share of the Total Commitments immediately prior to their reduction to zero): (i) indemnify the Facility Agent, within five Business Days of promptly on demand, against against: (A) any cost, loss or liability (including Losses for negligence or any other category of liability whatsoeverwhatsoever incurred by such Lenders’ Representative in the circumstances contemplated pursuant to clause 40.10 (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); and (B) any cost, loss or liability incurred by the Facility Agent (otherwise than by reason of the Facility Agent’s gross negligence or wilful misconduct) (or, in including the case costs of any cost, loss or liability pursuant to Clause 31.11 person engaged in accordance with clause 37.6 (Disruption to payment systems etc.) notwithstanding Rights and discretions of the Facility Agent’s negligence, gross negligence or ) and any other category of liability whatsoever but not including any claim based on the fraud of the Facility Agent Receiver in acting as Facility Agent its agent under the Finance Documents), Documents (unless the Facility Agent has been reimbursed by a Transaction an Obligor pursuant to a Finance Document or out of the Trust Property); and (ii) reimburse the Facility Agent for any out of pocket expenses (including reasonable legal fees and expenses) incurred by it in connection with the preparation, execution, administration or enforcement of, or legal advice in respect of rights or responsibilities under, the Finance Documents, to the extent that the Facility Agent is not reimbursed for such cost, loss or liabilityexpenses by the Borrower pursuant to and in accordance with clause 18.1 (Transaction expenses). (b) Subject to paragraph (cclause 37.10(c) below, the Borrower shall as soon as reasonably practicable immediately on demand reimburse any Lender for any payment that Lender makes to the Facility Agent pursuant to paragraph (a) above. (c) Paragraph (bClause 37.10(b) above shall not apply to the extent that the indemnity payment in respect of which the Lender claims reimbursement under paragraph (b) above relates to a liability of the Facility Agent to an Obligor. (d) The provisions of this clause 37.10 shall survive the termination or expiry of this Agreement.