Common use of Indemnity to the Agent and the Security Agent Clause in Contracts

Indemnity to the Agent and the Security Agent. The Borrower shall promptly indemnify each Indemnified Person against: (a) any and all Losses (together with any applicable VAT) incurred by that Indemnified Person (acting reasonably) as a result of: (i) investigating any event which it reasonably believes is a Default; (ii) acting or relying on any notice, request or instruction which it reasonably believes to be genuine, correct and appropriately authorised; (iii) instructing lawyers, accountants, tax advisers, insurance consultants, ship managers, valuers, surveyors or other professional advisers or experts as permitted under the Finance Documents; or (iv) any action taken by an Indemnified Person or any of its or their representatives, agents or contractors in connection with any powers conferred by any Security Document to remedy any breach of any Obligor's obligations under the Finance Documents; and (b) any and all Losses (including, without limitation, in respect of liability, for negligence or any other category of liability whatsoever) (together with any applicable VAT) incurred by an Indemnified Person (otherwise than by reason of that Indemnified Person's gross negligence or wilful default) (or, in the case of any cost, loss or liability pursuant to clause 39.10 (Disruption to payment systems etc.) notwithstanding the Indemnified Person's negligence, gross negligence or any other category of liability whatsoever but not including any claim based on the fraud of an Indemnified Person under the Finance Documents).

Indemnity to the Agent and the Security Agent. (a) The Borrower shall promptly indemnify each Indemnified Person the Agent and the Security Agent against: (ai) any and all Losses (together with any applicable VAT) properly incurred by that Indemnified Person the Agent or the Security Agent (acting reasonably) as a result of: (iA) investigating any event which it reasonably believes is a Default; (iiB) acting or relying on any notice, request or instruction which it reasonably believes to be genuine, correct and appropriately authorised; (iiiC) instructing lawyers, accountants, tax advisers, insurance consultants, ship managers, valuers, surveyors or other professional advisers or experts as permitted under the Finance Documentsthis Agreement; or (ivD) any action taken by an Indemnified Person the Agent or the Security Agent or any of its or their representatives, agents or contractors in connection with any powers conferred by any Security Document to remedy any breach of any Obligor's ’s or any other party’s obligations under the Finance Documents; , and (bii) any and all Losses cost, loss or liability (including, without limitation, in respect of liability, liability for negligence or any other category of liability whatsoever) (together with any applicable VAT) properly incurred by an Indemnified Person the Agent or the Security Agent (otherwise than by reason of that Indemnified Person's the Agent’s or the Security Agent’s gross negligence or wilful defaultmisconduct) (or, in the case of any cost, loss or liability pursuant to clause 39.10 36.10 (Disruption to payment systems etc.) notwithstanding the Indemnified Person's Agent’s or the Security Agent’s negligence, gross negligence or any other category of liability whatsoever but not including any claim based on the fraud of an Indemnified Person the Agent in acting as Agent or the Security Agent under the Finance Documents).