Common use of Indemnity to the Security Agent Clause in Contracts

Indemnity to the Security Agent. (a) Each Obligor shall, on demand, indemnify the Security Agent and every Receiver and Delegate against any cost, loss or liability incurred by any of them: (i) in relation to or as a result of: (A) the taking, holding, protection or enforcement of the Finance Documents and the Transaction Security; (B) the exercise of any of the rights, powers, discretions and remedies vested in the Security Agent and each Receiver and Delegate by the Finance Documents or by law; (C) any default by any Obligor in the performance of any of the obligations expressed to be assumed by it in the Finance Documents; and (D) any action by any Obligor which vitiates, reduces the value of, or is otherwise prejudicial to, the Transaction Security, (ii) which otherwise relates to any of the Security Property or the performance of the terms of this Agreement or the other Finance Documents (otherwise than as a result of the Security Agent’s, Receiver’s or Delegate’s gross negligence or wilful misconduct). (b) The 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 14.4 (Indemnity to the Security Agent) and shall have a lien on the Transaction Security and the proceeds of the enforcement of the Transaction Security for all monies payable to it.

Appears in 2 contracts

Samples: Term Loan Facility (Dorian LPG Ltd.), Term Loan Facility (Dorian LPG Ltd.)

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Indemnity to the Security Agent. (a) Each The Borrowers shall (or shall procure that an Obligor shall, on demand, will) promptly indemnify the Security Agent and every Receiver and Delegate against any cost, loss or liability incurred by any of themSecured Party: (i) in relation to or as a result of: (A) the taking, holding, protection or enforcement of the Finance Documents and the Transaction Security; (B) the exercise of any of the rights, powers, discretions and remedies vested in the Security Agent and each Receiver and Delegate by the Finance Documents or by law; (C) any default by any Obligor in the performance of any of the obligations expressed to be assumed by it in the Finance Documents; and (D) any action by any Obligor which vitiates, reduces the value of, or is otherwise prejudicial to, the Transaction Security, (ii) which otherwise relates to any of the Security Property or the performance of the terms of this Agreement or the other Finance Documents (otherwise than as a result of the Security Agent’s, Receiver’s or Delegate’s gross negligence or wilful misconduct). (b) The 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 14.4 (Indemnity to the Security Agent) and shall have a lien on the Transaction Security and the proceeds of the enforcement of the Transaction Security for all monies payable to it.

Appears in 2 contracts

Samples: Term Loan Facility (Ardmore Shipping Corp), Term Loan Facility (Ardmore Shipping Corp)

Indemnity to the Security Agent. (a) Each Obligor shall, on demand, jointly and severally shall promptly indemnify the Security Agent and every Receiver and Delegate against any cost, loss or liability incurred by any of them: (i) in relation to or it as a result of: (Ai) any failure by the Company to comply with its obligations under Clause 17 (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 Finance Documents and the Transaction Security; (Biv) the exercise of any of the rights, powers, discretions discretions, authorities and remedies vested in the Security Agent and each Receiver and Delegate by the Finance Documents or by law; (Cv) any default by any Obligor in the performance of any of the obligations expressed to be assumed by it in the Finance Documents; andor (Dvi) any action by any Obligor which vitiates, reduces acting as Security Agent under the value of, Finance Documents or is otherwise prejudicial to, the Transaction Security, (ii) which otherwise relates to any of the Security Charged Property or the performance of the terms of this Agreement or the other Finance Documents (otherwise than as a result than, in each case, by reason of the Security Agent’s, Receiver’s or Delegate’s 's gross negligence or wilful misconduct). (b) The 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 14.4 (Indemnity to the Security Agent) 15.4 and shall have a lien on the Transaction Security and the proceeds of the enforcement of the Transaction Security for all monies moneys payable to it.

Appears in 1 contract

Samples: Senior Facilities Agreement (Alliance Data Systems Corp)

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Indemnity to the Security Agent. (a) Each The Borrower shall (or shall procure that an Obligor shall, on demand, will) promptly indemnify the Security Agent and every Receiver and Delegate against any cost, loss or liability incurred by any of themSecured Party: (i) in relation to or as a result of: (A) the taking, holding, protection or enforcement of the Finance Documents and the Transaction Security; (B) the exercise of any of the rights, powers, discretions and remedies vested in the Security Agent and each Receiver and Delegate by the Finance Documents or by law; (C) any default by any Obligor in the performance of any of the obligations expressed to be assumed by it in the Finance Documents; and (D) any action by any Obligor which vitiates, reduces the value of, or is otherwise prejudicial to, the Transaction Security, (ii) which otherwise relates to any of the Security Property or the performance of the terms of this Agreement or the other Finance Documents (otherwise than as a result of the Security Agent’s's, Receiver’s 's or Delegate’s 's gross negligence or wilful misconduct). (b) The 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 14.4 (Indemnity to the Security Agent) and shall have a lien on the Transaction Security and the proceeds of the enforcement of the Transaction Security for all monies payable to it.

Appears in 1 contract

Samples: Term Loan Agreement (Ocean Rig UDW Inc.)

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