THIS COUNTER INDEMNITY is made on 02 May 2024

Between

PARTY_1_NAME of PARTY_1_ADDRESS_SINGLE_LINE (the “Indemnifier”)

and

PARTY_2_NAME, of PARTY_2_ADDRESS_SINGLE_LINE (the “Guarantor”).

Whereas

The Bank at the request of the Borrower and the Indemnifier have entered into the Loan Agreement with the Borrower whereby the Bank has agreed to make a Loan to the Borrower of up to AMOUNT subject to the terms and conditions set out therein.

The Indemnifier has requested the Guarantor to give the Guarantee to the Bank and the Guarantor has agreed to do so on condition that the Indemnifier, inter alia, enters into this Counter-Indemnity.

It is agreed:

1. Interpretation

1.1 Definitions:

In this Counter-Indemnity (including the recitals), except where the context otherwise requires:

Bank has the meaning given to it in the Loan Agreement;

Financing Documents means the Loan Agreement, the Guarantee each Transfer Certificate, [each Borrower Accession Deed] [each Guarantor Accession Deed] and any other agreement executed pursuant to the Loan Agreement or this Counter-Indemnity;

Guarantee means a guarantee dated GUARANTEE_DATE issued by the Guarantor to the Bank;

Indemnified Amount means any and all amounts whatsoever which the Guarantor may pay or owe to the Banks or which under the terms of the Guarantee is expressed to be owed by the Guarantor to the Banks, now or in the future and references to the Indemnified Amount include references to any part thereof;

.

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