Common use of Issuer Indemnity Clause in Contracts

Issuer Indemnity. (a) Subject to the Priorities of Payments and the Deed of Charge, the Issuer shall indemnify the Account Bank and the GIC Provider or, pursuant to Clause 7.5 (Consequences of a Note Acceleration Notice), the Security Trustee, as the case may be, against any loss, cost, damage, demand, liability charge or expense (including any Irrecoverable VAT in respect thereof) properly incurred by the Account Bank or the GIC Provider or the Security Trustee, as the case may be, in (i) complying with any instruction delivered pursuant to and in accordance with this Agreement or the Guaranteed Investment Contract and (ii) relying on any certification provided pursuant to and in accordance with this Agreement or the Guaranteed Investment Contract, save that this indemnity shall not extend to: (i) the fees and charges (if any) of the Account Bank or the GIC Provider, as the case may be, for the operation of the Bank Accounts other than as provided in this Agreement; and (ii) any loss, cost, damage, charge or expense arising from any breach by the Account Bank of its obligations under an Account Mandate or the GIC Provider of its obligations under this Agreement and the Guaranteed Investment Contract, as the case may be, to the extent that such breach is attributable to the wilful breach, fraud or negligence of the Account Bank or the GIC Provider, as the case may be. (b) For the avoidance of doubt, such indemnity will survive the termination (whether by resignation or removal) or expiry of this Agreement.

Issuer Indemnity. (a) Subject to the Priorities of Payments and the Deed of Charge, the Issuer shall indemnify the Account Bank and the GIC Provider or, pursuant to Clause 7.5 (Consequences of a Note Acceleration Notice), the Security Trustee, as the case may be, against any loss, cost, damage, demand, liability charge or expense (including any Irrecoverable VAT in respect thereof) properly incurred by the Account Bank or the GIC Provider or the Security Trustee, as the case may be, in (i) complying with any instruction delivered pursuant to and in accordance with this Agreement or the Guaranteed Investment Contract and (ii) relying on any certification provided pursuant to and in accordance with this Agreement or the Guaranteed Investment Contract, or the Security Trustee, as the case may be, save that this indemnity shall not extend to: (i) the fees and charges (if any) of the Account Bank or the GIC Provider, as the case may be, for the operation of the Bank Accounts other than as provided in this Agreement; and (ii) any loss, cost, damage, charge or expense arising from any breach by the Account Bank of its obligations under an Account Mandate or the GIC Provider of its obligations under this Agreement and the Guaranteed Investment Contract, as the case may be, to the extent that such breach is attributable to the wilful breach, fraud or negligence of the Account Bank or the GIC Provider, as the case may be. (b) For the avoidance of doubt, such indemnity will survive the termination (whether by resignation or removal) or expiry of this Agreement.

Issuer Indemnity. (a) Subject to the Priorities of Payments and the Deed of Charge, the Issuer shall indemnify the Account Bank and the GIC Provider or, pursuant to Clause 7.5 (Consequences of a Note Acceleration Notice), the Security Trustee, as the case may be, against any loss, cost, damage, demand, liability charge or expense (including any Irrecoverable VAT in respect thereof) properly incurred by the Account Bank or the GIC Provider or the Security Trustee, as the case may be, in (i) complying with any instruction delivered pursuant to and in accordance with this Agreement or the Guaranteed Investment Contract and (ii) relying on any certification provided pursuant to and in accordance with this Agreement or the Guaranteed Investment Contract, or the Security Trustee, as the case may be, save that this indemnity shall not extend to: (ia) the fees and charges (if any) of the Account Bank or the GIC Provider, as the case may be, for the operation of the Bank Accounts (excluding the Reserve Account) other than as provided in this Agreement; and (iib) any loss, cost, damage, charge or expense arising from any breach by the Account Bank of its obligations under an Account Mandate or the GIC Provider of its obligations under this Agreement and the Guaranteed Investment Contract, as the case may be, to the extent that such breach is attributable to the wilful breach, fraud or negligence of the Account Bank or the GIC Provider, as the case may be. (b) . For the avoidance of doubt, such indemnity will survive the termination (whether by resignation or removal) or expiry of this Agreement.

Issuer Indemnity. (a) Subject to the Priorities of Payments and the Deed of Charge, the Issuer shall indemnify the Account Bank and the GIC Provider or, pursuant to Clause 7.5 (Consequences of a Note Acceleration Notice), the Security Trustee, as the case may be, against any loss, cost, damage, demand, liability charge or expense (including any Irrecoverable VAT in respect thereof) properly incurred by the Account Bank or the GIC Provider or the Security Trustee, as the case may be, in (i) complying with any instruction delivered pursuant to and in accordance with this Agreement or the Guaranteed Investment Contract and (ii) relying on any certification provided pursuant to and in accordance with this Agreement or the Guaranteed Investment Contract, save that this indemnity shall not extend to: (i) the fees and charges (if any) of the Account Bank or the GIC Provider, as the case may be, for the operation of the Bank Accounts other than as provided in this Agreement; and; (ii) any loss, cost, damage, charge or expense arising from any breach by the Account Bank of its obligations under an Account Mandate or the GIC Provider of its obligations under this Agreement and the Guaranteed Investment Contract, as the case may be, to the extent that such breach is attributable to the wilful breach, fraud or negligence of the Account Bank or the GIC Provider, as the case may be; and (iii) for the avoidance of doubt, any Tax on the net income, profit or gains of the Account Bank or GIC Provider. (b) For the avoidance of doubt, such indemnity will survive the termination (whether by resignation or removal) or expiry of this Agreement.