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

Indemnity to the Common Security Agent. (a) Each Debtor jointly and severally shall promptly indemnify the Common Security Agent, the POA Agent and every Receiver and Delegate against any cost, loss or liability (together with any applicable Indirect Tax) incurred by any of them as a result of: (i) any failure by the Parent to comply with its obligations under Clause 26 (Costs and expenses); (ii) acting or relying on any notice, request or instruction which it reasonably believes to be genuine, correct and appropriately authorised; (iii) the taking, holding, protection or enforcement of the Transaction Security; (iv) the exercise of any of the rights, powers, discretions, authorities and remedies vested in the Common Security Agent, each Receiver and each Delegate and the POA Agent by the Debt Documents or by law; (v) any default by any Debtor or Security Provider in the performance of any of the obligations expressed to be assumed by it in the Debt Documents; (vi) instructing lawyers, accountants, tax advisers, surveyors, a Financial Adviser or other professional advisers or experts as permitted under this Agreement; or (vii) acting as Common Security Agent, Receiver or Delegate under the Debt Documents or which otherwise relates to any of the Security Property (otherwise, in each case, than by reason of the relevant Common Security Agent’s, Receiver’s or Delegate’s gross negligence or wilful misconduct). (b) Each Debtor expressly acknowledges and agrees that the continuation of its indemnity obligations under this Clause 27.1 will not be prejudiced by any release or disposal under Clause 17 (Distressed Disposals) taking into account the operation of that Clause 17. (c) The Common Security Agent and every Receiver and Delegate may, in priority to any payment to the Secured Parties, indemnify itself out of the Charged Property in respect of, and pay and retain, all sums necessary to give effect to the indemnity in this Clause 27.1 and shall have a lien on the Transaction Security and the proceeds of the enforcement of the Transaction Security for all moneys payable to it.

Indemnity to the Common Security Agent. (a) Each Debtor jointly and severally The Company shall promptly indemnify the Common Security Agent, the POA Agent and every Receiver and or Delegate against any cost, loss or liability (including legal fees and expenses) (together with any applicable Indirect TaxVAT) properly incurred by any of them as a result of: (i) any failure by the Parent Company to comply with its obligations under Clause 26 11 (Costs and expenses); (ii) acting or relying on any notice, request or instruction which it reasonably believes to be genuine, correct genuine and appropriately authorised; (iii) the taking, holding, protection or enforcement of the Transaction Common Security; (iv) the exercise of any of the rights, powers, discretions, authorities and remedies vested in the Common Security Agent, Agent and each Receiver and each Delegate and by this Deed, the POA Agent by the Debt Documents Common Security Document or by law; (v) any default by any Debtor or Security Provider an Obligor in the performance of any of the obligations expressed to be assumed by it in this Deed or the Debt DocumentsCommon Security Document; (vi) instructing lawyers, accountants, tax advisers, surveyors, a Financial Adviser advisers or other professional advisers or experts as permitted under this AgreementDeed or the Common Security Documents in respect of the proper performance of its functions under the Finance Documents or by law; or (vii) acting as the Common Security Agent, Agent or Receiver or Delegate under the Debt Common Security Documents or which otherwise relates to any of the Security Property (Common Security, otherwise, in each case, than by reason of the relevant Common Security Agent’s, ’s or Receiver’s or Delegate’s fraud, gross negligence or wilful misconduct). (b) Each Debtor expressly acknowledges and agrees that the continuation of its indemnity obligations under this Clause 27.1 will not be prejudiced by any release or disposal under Clause 17 (Distressed Disposals) taking into account the operation of that Clause 17. (c) The Common Security Agent and every Receiver and or Delegate may, in priority to any payment to the Secured PartiesCreditors, indemnify itself out of the Charged Property assets that are subject to the Common Security in respect of, and pay and retain, all sums necessary to give effect to the indemnity in this Clause 27.1 12 (Indemnity to the Common Security Agent) and shall have a lien on the Transaction Security and the proceeds of the enforcement of the Transaction Common Security for all moneys payable to it.

Indemnity to the Common Security Agent. (a) Each Debtor of the Parent and the Senior Secured Facilities Borrowers, jointly and severally shall promptly indemnify the Common Security Agent, the POA Agent and every Receiver and Delegate against any cost, loss or liability (together with any applicable Indirect TaxVAT) incurred by any of them as a result of: (i) any failure by the Parent to comply with its obligations under Clause 26 29 (Costs and expensesExpenses); (ii) acting or relying on any notice, request or instruction which it reasonably believes to be genuine, correct and appropriately authorised; (iii) the taking, holding, protection or enforcement of the any Transaction Security; (iv) the exercise of any of the rights, powers, discretions, authorities and remedies vested in the Common Security Agent, each Receiver and each Delegate and the POA Agent by the Debt Documents or by law; (v) any default by any Debtor or Security Provider in the performance of any of the obligations expressed to be assumed by it in the Debt Documents; (vi) instructing lawyers, accountants, tax advisers, surveyors, a Financial Adviser or other professional advisers or experts as permitted under this Agreement; or (vii) acting as the Common Security Agent, Receiver or Delegate under the Debt Documents or which otherwise relates to any of the Security Property (otherwiseProperty, otherwise than, in each case, than any cost, loss or liability incurred by reason of the relevant Common Security Agent’s, Receiver’s or Delegate’s gross negligence or wilful misconduct). (b) Each Debtor indemnity given by each of the Parent and the Senior Secured Facilities Borrowers (as applicable) under or in connection with a Debt Document is a continuing obligation, independent of any other obligation of the Parent and the Senior Secured Facilities Borrowers (as applicable) under or in connection with that or any other Debt Document, and: (i) each of the Parent and the Senior Secured Facilities Borrowers expressly acknowledges and agrees that the continuation of its indemnity obligations under this Clause 27.1 30.1 will not be prejudiced by any release or disposal under Clause 17 20 (Distressed DisposalsDisposals and Appropriation) taking into account the operation of that Clause 17Xxxxxx; and AMERICAS 120207225 (ii) each indemnity given by each of the Parent and the Senior Secured Facilities Borrowers (as applicable) under or in connection with a Debt Document survives after the Debt Documents are terminated. It is not necessary for the Common Security Agent to pay any amount or incur any expense before enforcing an indemnity under or in connection with a Debt Document. (c) The Common Security Agent and every Receiver and Delegate may, in priority to any payment to the Secured Parties, indemnify itself out of the Priority Creditor Only Charged Property and the Common Charged Property (as applicable) in respect of, and pay and retain, all sums necessary to give effect to the indemnity in this Clause 27.1 30.1 and shall have a lien on the Priority Creditor Only Transaction Security and the Common Transaction Security (as applicable) and the proceeds of the enforcement of the Priority Creditor Only Transaction Security and the Common Transaction Security (as applicable) for all moneys payable to it.

Indemnity to the Common Security Agent. (a) Each Debtor of the Parent and the Company, jointly and severally shall promptly indemnify the Common Security Agent, the POA Agent and every Receiver and Delegate against any cost, loss or liability (together with any applicable Indirect TaxVAT) incurred by any of them as a result of: (i) any failure by the Parent to comply with its obligations under Clause 26 20 (Costs and expensesExpenses); (ii) acting or relying on any notice, request or instruction which it reasonably believes to be genuine, correct and appropriately authorised; (iii) the taking, holding, protection or enforcement of the any Transaction Security; (iv) the exercise of any of the rights, powers, discretions, authorities and remedies vested in the Common Security Agent, each Receiver and each Delegate and the POA Agent by the Debt Documents or by law; (v) any default by any Debtor or Security Provider in the performance of any of the obligations expressed to be assumed by it in the Debt Documents; (vi) instructing lawyers, accountants, tax advisers, surveyors, a Financial Adviser or other professional advisers or experts as permitted under this Agreement; or (vii) acting as the Common Security Agent, Receiver or Delegate under the Debt Documents or which otherwise relates to any of the Security Property (otherwiseProperty, otherwise than, in each case, than any cost, loss or liability incurred by reason of the relevant Common Security Agent’s, Receiver’s or Delegate’s gross negligence or wilful misconduct). (b) Each Debtor indemnity given by each of the Parent and the Company (as applicable) under or in connection with a Debt Document is a continuing obligation, independent of any other obligation of the Parent and the Company (as applicable) under or in connection with that or any other Debt Document, and: (i) each of the Parent and the Company expressly acknowledges and agrees that the continuation of its indemnity obligations under this Clause 27.1 21.1 will not be prejudiced by any release or disposal under Clause 17 12 (Distressed DisposalsDisposals and Appropriation) taking into account the operation of that Clause 17Cxxxxx; and (ii) each indemnity given by each of the Parent and the Company (as applicable) under or in connection with a Debt Document survives after the Debt Documents are terminated. (c) It is not necessary for the Common Security Agent to pay any amount or incur any expense before enforcing an indemnity under or in connection with a Debt Document. (d) The Common Security Agent and every Receiver and Delegate may, in priority to any payment to the Secured Parties, indemnify itself out of the Charged Property in respect of, and pay and retain, all sums necessary to give effect to the indemnity in this Clause 27.1 21.1 and shall have a lien on the Transaction Security and the proceeds of the enforcement of the Transaction Security for all moneys payable to it.