THIS COUNTER INDEMNITY is entered into on 28 January 2023

Between

(1) PARTY_1_NAME whose registered office is at PARTY_1_ADDRESS_SINGLE_LINE (the Guarantor)

(2) PARTY_2_NAME whose registered office is at PARTY_1_ADDRESS_SINGLE_LINE (the Indemnifier)

Whereas

(A) The Bank at the request of BORROWER (the Borrower) have entered into the Loan Agreement with the Borrower whereby the Bank has agreed to make a Loan to the Borrower subject to the terms and conditions set out therein.

(B) 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 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 Bank or which under the terms of the Guarantee is expressed to be owed by the Guarantor to the Bank, now or in the future and references to the Indemnified Amount include references to any part thereof;

Loan Agreement means a loan agreement dated LOAN_DATE between (1) the Borrower (2) the Guarantor and (3) the Bank.

1.2 Interpretation: Except where the context otherwise requires, any references in this Counter-Indemnity to:

a term defined in the Loan Agreement shall have the same meaning in this Counter-Indemnity unless otherwise defined;

any agreement or document (including, without limitation, references to this Counter-Indemnity and to the Guarantee) shall be deemed to include references to a concession, contract, deed, franchise, licence, treaty or undertaking and to such agreement or other document as varied, supplemented, novated or replaced from time to time;



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