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) Prior to the Senior Discharge Date each Lender shall (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) indemnify the Agent and the Security Agent, within three Business Days of demand, against any cost, loss or liability incurred by the Agent or the Security Agent (otherwise than by reason of its fraud, gross negligence or wilful misconduct) in acting as Agent or, as the case may be, Security Agent under the Finance Documents (unless it has been reimbursed by an Obligor pursuant to a Finance Document) (“Indemnified Costs”). (b) After the Senior Discharge Date: (i) with respect to those Indemnified Costs which accrue from prior to the 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 and the Security Agent, within three Business Days of demand, against any Indemnified Costs, where (A) the Lenders shall in aggregate indemnify half of the amount 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 ▇▇▇▇ 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. (ii) with respect to those Indemnified Costs which accrue after the Senior Discharge Date, each Hedging Bank shall (in proportion to its ▇▇▇▇ 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) indemnify the Agent and the Security Agent, within three Business Days of demand, against any Indemnified Costs.

Lenders’ indemnity to the Agent and the Security Agent. (a) Prior 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 Senior Discharge Date each Lender shall (in proportion to its share US dollar equivalent of the Total aggregate of the Available Commitments and such participations of all the Secured Parties (or, if the Total Commitments are then all such amounts have been reduced to zero, to its share of the Total Commitments such proportion determined immediately prior to their reduction to zerosuch reduction) for the time being, indemnify each of the Agent and the Security Agent, within three Business Days of demanddemand (accompanied by reasonable written certification), against any cost, loss or liability incurred by the Agent or the Security Agent (otherwise other than by reason of its the fraud, gross negligence or wilful misconductmisconduct of the Agent or the Security Agent) in acting as Agent or, as the case may be, and Security Agent under the Finance Documents (unless it the Agent or the Security Agent has been reimbursed by by, or indemnified to its satisfaction by, an Obligor pursuant to a Finance DocumentDocument or otherwise in writing). For the purposes of this Clause 25.10, each 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 Base Currency Amount of any amount due but unpaid (other than default interest) (“Indemnified Costs”)under the Hedging Agreement to which such Hedge Counterparty is party following its early termination in accordance with the Hedging Letter. (b) After Clause 25.10 shall not apply to the Senior Discharge Date:extent that the Agent is otherwise actually indemnified or reimbursed by any Party under any other provision of the Finance Documents. (ic) Provided that if an Obligor is required to reimburse or indemnify any Secured Party for such cost, loss or liability in accordance with respect to those Indemnified Costs which accrue from prior to the Senior Discharge Dateterms of the Finance Documents, each Lender and each Hedging Bank shall (in the proportions as set out in paragraph (i) and (ii) below) indemnify the Agent and the Security AgentCompany shall, within three ten Business Days of demanddemand in writing by the relevant Secured Party, against indemnify such Secured Party in relation to any Indemnified Costs, where (Apayment actually made by such Secured Party pursuant to Clause 25.10(a) the Lenders shall in aggregate indemnify half of the amount 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 ▇▇▇▇ 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 zeroabove. (ii) with respect to those Indemnified Costs which accrue after the Senior Discharge Date, each Hedging Bank shall (in proportion to its ▇▇▇▇ 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) indemnify the Agent and the Security Agent, within three Business Days of demand, against any Indemnified Costs.

Lenders’ indemnity to the Agent and the Security Agent. (a) Prior 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 Senior Discharge Date each Lender shall (in proportion to its share aggregate of the Total Available Commitments and such participations of all the Secured Parties (or, if the Total Commitments are then all such amounts have been reduced to zero, to its share of the Total Commitments such proportion determined immediately prior to their reduction to zerosuch reduction) for the time being, indemnify each of the Agent and the Security Agent, within three Business Days of demanddemand (accompanied by reasonable written certification), against any cost, loss or liability incurred by the Agent or the Security Agent (otherwise other than by reason of its the fraud, gross negligence or wilful misconductmisconduct of the Agent or the Security Agent) in acting as Agent or, as the case may be, and Security Agent under the Finance Documents (unless it the Agent or the Security Agent has been reimbursed by by, or indemnified to its satisfaction by, an Obligor pursuant to a Finance DocumentDocument 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) (“Indemnified Costs”)under the Hedging Agreement to which such Hedge Counterparty is party following its early termination. (b) After Clause 25.10 shall not apply to the Senior Discharge Date:extent that the Agent is otherwise actually indemnified or reimbursed by any Party under any other provision of the Finance Documents. (ic) Provided that if an Obligor is required to reimburse or indemnify any Secured Party for such cost, loss or liability in accordance with respect to those Indemnified Costs which accrue from prior to the Senior Discharge Dateterms of the Finance Documents, each Lender and each Hedging Bank shall (in the proportions as set out in paragraph (i) and (ii) below) indemnify the Agent and the Security AgentCompany shall, within three ten Business Days of demanddemand in writing by the relevant Secured Party, against indemnify such Secured Party in relation to any Indemnified Costs, where payment actually made by such Secured Party pursuant to paragraph (Aa) the Lenders shall in aggregate indemnify half of the amount 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 ▇▇▇▇ 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 zeroClause 25.10 above. (ii) with respect to those Indemnified Costs which accrue after the Senior Discharge Date, each Hedging Bank shall (in proportion to its ▇▇▇▇ 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) indemnify the Agent and the Security Agent, within three Business Days of demand, against any Indemnified Costs.

Lenders’ indemnity to the Agent and the Security Agent. (a) Prior 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 Senior Discharge Date each Lender shall (in proportion to its share aggregate of the Total Available Commitments and such participations of all the Secured Parties (or, if the Total Commitments are then all such amounts have been reduced to zero, to its share of the Total Commitments such proportion determined immediately prior to their reduction to zerosuch reduction) for the time being, indemnify each of the Agent and the Security Agent, within three Business Days of demanddemand (accompanied by reasonable written certification), against any cost, loss or liability incurred by the Agent or the Security Agent (otherwise other than by reason of its the fraud, gross negligence or wilful misconductmisconduct of the Agent or the Security Agent) in acting as Agent or, as the case may be, and Security Agent under the Finance Documents (unless it the Agent or the Security Agent has been reimbursed by by, or indemnified to its satisfaction by, an Obligor pursuant to a Finance DocumentDocument or otherwise in writing). For the purposes of this Clause 36.10, 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) (“Indemnified Costs”)under the Hedging Agreement to which such Hedge Counterparty is party following its early termination. (b) After Clause 36.10 shall not apply to the Senior Discharge Date:extent that the Agent is otherwise actually indemnified or reimbursed by any Party under any other provision of the Finance Documents. (ic) Provided that if an Obligor is required to reimburse or indemnify any Secured Party for such cost, loss or liability in accordance with respect to those Indemnified Costs which accrue from prior to the Senior Discharge Dateterms of the Finance Documents, each Lender and each Hedging Bank shall (in the proportions as set out in paragraph (i) and (ii) below) indemnify the Agent and the Security AgentCompany shall, within three ten Business Days of demanddemand in writing by the relevant Secured Party, against indemnify such Secured Party in relation to any Indemnified Costs, where payment actually made by such Secured Party pursuant to paragraph (Aa) the Lenders shall in aggregate indemnify half of the amount 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 ▇▇▇▇ 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 zeroClause 36.10 above. (ii) with respect to those Indemnified Costs which accrue after the Senior Discharge Date, each Hedging Bank shall (in proportion to its ▇▇▇▇ 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) indemnify the Agent and the Security Agent, within three Business Days of demand, against any Indemnified Costs.