Common use of Indemnity to the Security Agent Clause in Contracts

Indemnity to the Security Agent. (A) Each Obligor 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 as a result of: (1) any failure by an Obligor to comply with its obligations under Clause 15 (Costs and expenses); (2) acting or relying on any notice, request or instruction which it reasonably believes to be genuine, correct and appropriately authorised; (3) the taking, holding, protection or enforcement of the Transaction Security; (4) the exercise of any of the rights, powers, discretions, authorities and remedies vested in the Security Agent and each Receiver and Delegate by the Finance Documents or by law; (5) any default by an Obligor in the performance of any of the obligations expressed to be assumed by it in the Finance Documents; or (6) acting as Security Agent, Receiver or Delegate under the Finance Documents or which otherwise relates to any of the Secured Assets (otherwise, in each case, than by reason of the relevant 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 Secured Assets in respect of, and pay and retain, all sums necessary to give effect to the indemnity in this Clause 13.4 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 Security Agent. (Aa) Each Obligor jointly and severally shall promptly indemnify the Security Agent and every Receiver and Delegate against any cost, expense (including legal fees), loss or liability incurred by any of them as a result of: (1i) any failure by an Obligor the Borrower to comply with its obligations under Clause 15 20 (Costs and expenses); (2ii) acting or relying on any notice, request or instruction which it reasonably believes to be genuine, correct and appropriately authorised; (3iii) the taking, holding, protection or enforcement of the Transaction Security; (4iv) the exercise of any of the rights, powers, discretions, authorities and remedies vested in the Security Agent and each Receiver and Delegate by the Finance Documents or by law; (5v) any default by an any Obligor in the performance of any of the obligations expressed to be assumed by it in the Finance Documents; or (6vi) acting as Security Agent, Receiver or Delegate under the Finance Documents or which otherwise relates to any of the Secured Assets Charged Property (otherwise, in each case, than by reason of the relevant Security Agent’s's, Receiver’s 's or Delegate’s 's gross negligence or wilful misconduct). (Bb) The Security Agent and every Receiver and Delegate may, in priority to any payment to the Secured Parties, indemnify itself out of the Secured Assets Charged Property in respect of, and pay and retain, all sums necessary to give effect to the indemnity in this Clause 13.4 18.4 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. (c) This Clause 18.4 shall survive and continue in full force and effect notwithstanding the termination of this Agreement or the retirement or termination of the appointment of the Agent.

Indemnity to the Security Agent. (Aa) Each Obligor Loan Party 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 as a result of: (1i) any failure by an Obligor the Borrower to comply with its obligations under Clause 15 18 (Costs and expenses); (2ii) acting or relying on any notice, request or instruction which it reasonably believes to be genuine, correct and appropriately authorised; (3iii) the taking, holding, protection or enforcement of the Transaction Security; (4iv) the exercise of any of the rights, powers, discretions, authorities and remedies vested in the Security Agent and each Receiver and Delegate by the Finance Documents or by law; (5v) any default by an Obligor any Loan Party in the performance of any of the obligations expressed to be assumed by it in the Finance Documents; or; (6vi) acting as Security Agent, Receiver or Delegate under the Finance Documents or which otherwise relates to any of the Secured Assets (otherwiseCharged Property; or other than, in each case, than as may arise by reason of the relevant Security Agent’s, Receiver’s or Delegate’s fraud, gross negligence or wilful misconduct). (Bb) The Security Agent and every Receiver and Delegate may, in priority to any payment to the Secured Parties, indemnify itself out of the Secured Assets Charged Property in respect of, and pay and retain, all sums necessary to give effect to the indemnity in this Clause 13.4 16.4 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 Security Agent. (Aa) Each Obligor and the Parent 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 as a result of: (1i) any failure by an Obligor the Borrower to comply with its obligations under Clause 15 18 (Costs and expenses); (2ii) acting or relying on any notice, request or instruction which it reasonably believes to be genuine, correct and appropriately authorised; (3iii) the taking, holding, protection or enforcement of the Transaction Security; (4iv) the exercise or purported exercise of any of the rights, powers, discretions, authorities and remedies vested in the Security Agent and each Receiver and Delegate by the Finance Documents or by law; (5v) any default by an any Obligor or the Parent in the performance of any of the obligations expressed to be assumed by it in the Finance Documents; or (6vi) acting as Security Agent, Receiver or Delegate under the Finance Documents or which otherwise relates to any of the Secured Assets Charged Property (otherwise, in each case, than by reason of the relevant Security Agent’s, Receiver’s or Delegate’s gross negligence or wilful misconduct). (Bb) The Security Agent Each Obligor and every Receiver the Parent expressly acknowledges and Delegate may, in priority to agrees that the continuation of its indemnity obligations under this Clause 16.5 will not be prejudiced by any payment to the Secured Parties, indemnify itself out release or disposal under clause 13 (Distressed Disposals and Appropriation) of the Secured Assets in respect of, and pay and retain, all sums necessary to give effect to Intercreditor Agreement taking into account the indemnity in this Clause 13.4 and shall have a lien on the Transaction Security and the proceeds operation of the enforcement of the Transaction Security for all moneys payable to itthat clause.

Indemnity to the Security Agent. (Aa) Each Obligor jointly and severally The Company shall promptly indemnify the Security Agent and every Receiver and Delegate against any cost, loss or liability incurred by any of them as a result of: (1i) any failure by an Obligor the Company to comply with its obligations under Clause 15 12 (Costs and expenses); (2ii) acting or relying on any notice, request or instruction which it reasonably believes to be genuine, correct and appropriately authorised; (3iii) the taking, holding, protection or enforcement of the Transaction Security; (4iv) the exercise of any of the rights, powers, discretions, authorities and remedies vested in the Security Agent and each Receiver and Delegate by the Finance Transaction Documents or by law; (5v) any default by an Obligor the Company in the performance of any of the obligations expressed to be assumed by it in the Finance Transaction Documents; or (6vi) acting as Security Agent, Receiver or Delegate under the Finance Documents or which otherwise relates to any of the Secured Assets (otherwise, in each case, than by reason of the relevant Security Agent’s, Receiver’s or Delegate’s gross negligence or wilful misconduct).Transaction (Bb) The Security Agent and every Receiver and Delegate may, in priority to any payment to the Secured Parties, indemnify itself out of the Secured Assets Charged Property in respect of, and pay and retain, all sums necessary to give effect to the indemnity in this Clause 13.4 10.4 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 Security Agent. (Aa) Each Obligor jointly and severally shall promptly indemnify each of the Security Agent and every Receiver and Delegate against any cost, loss or liability incurred by any of them as a result of: (1i) any failure by an Obligor the Borrower to comply with its obligations under Clause 15 18 (Costs and expenses); (2ii) acting or relying on any notice, request or instruction which it reasonably believes to be genuine, correct and appropriately authorised; (3iii) the taking, holding, protection or enforcement of the any Transaction Security; (4iv) the exercise or purported exercise of any of the rights, powers, discretions, authorities and remedies vested in any of the Security Agent and each Agent, any Receiver and or any Delegate by the Finance Documents or by law; (5v) any default by an any Transaction Obligor in the performance of any of the obligations expressed to be assumed by it in the Finance Documents; or (6vi) acting as Security Agent, Receiver or Delegate under the Finance Documents or which otherwise relates to any of the Secured Assets Charged Property (otherwise, in each case, than by reason of the relevant Security Agent’s, such Receiver’s or such Delegate’s (as the case may be) gross negligence or wilful misconduct). (Bb) The Security Agent Each Obligor expressly acknowledges and every Receiver agrees that the continuation of its indemnity obligations under this Clause 16.5 will not be prejudiced by any release or disposal under clause 13 (Distressed Disposals and Delegate may, in priority to any payment to the Secured Parties, indemnify itself out Appropriation) of the Secured Assets in respect of, and pay and retain, all sums necessary to give effect to Intercreditor Agreement taking into account the indemnity in this Clause 13.4 and shall have a lien on the Transaction Security and the proceeds operation of the enforcement of the Transaction Security for all moneys payable to itthat clause.

Indemnity to the Security Agent. (Aa) Each Obligor jointly and severally shall promptly indemnify each of the Security Agent and every Receiver and Delegate against any cost, loss or liability incurred by any of them as a result of: (1i) any failure by an Obligor the Borrower to comply with its obligations under Clause 15 18 (Costs and expenses); (2ii) acting or relying on any notice, request or instruction which it reasonably believes to be genuine, correct and appropriately authorisedauthorized; (3iii) the taking, holding, protection or enforcement of the any Transaction Security; (4iv) the exercise or purported exercise of any of the rights, powers, discretions, authorities and remedies vested in any of the Security Agent and each Agent, any Receiver and or any Delegate by the Finance Documents or by law; (5v) any default by an any Transaction Obligor in the performance of any of the obligations expressed to be assumed by it in the Finance Documents; or (6vi) acting as Security Agent, Receiver or Delegate under the Finance Documents or which otherwise relates to any of the Secured Assets Charged Property (otherwise, in each case, than by reason of the relevant Security Agent’s, such Receiver’s or such Delegate’s (as the case may be) gross negligence or wilful misconduct). (Bb) The Security Agent Each Obligor expressly acknowledges and every Receiver agrees that the continuation of its indemnity obligations under this Clause 16.5 will not be prejudiced by any release or disposal under clause 12 (Distressed Disposals and Delegate may, in priority to any payment to the Secured Parties, indemnify itself out Appropriation) of the Secured Assets in respect of, and pay and retain, all sums necessary to give effect to Intercreditor Agreement taking into account the indemnity in this Clause 13.4 and shall have a lien on the Transaction Security and the proceeds operation of the enforcement of the Transaction Security for all moneys payable to itthat clause.

Indemnity to the Security Agent. (A) Each Obligor jointly and severally The Guarantor shall promptly indemnify the Security Agent and every Receiver and Delegate on demand against any cost, loss or liability incurred by any of them as a result of: (1a) any failure by an Obligor the Borrowers to comply with its their obligations under Clause 15 clause 16 of the Facility Agreement (Costs and expensesExpenses); (2b) acting or relying on any notice, request or instruction which it reasonably believes to be genuine, correct and appropriately authorised; (3c) the taking, holding, protection or enforcement of the Transaction SecuritySecurity Documents; (4d) the exercise of any of the rights, powers, discretions, authorities and remedies vested in the Security Agent and each Receiver and Delegate by the Finance Documents or by law; (5e) any default by an any Obligor in the performance of any of the obligations expressed to be assumed by it in the Finance Documents; or (6f) acting as Security Agent, Receiver or Delegate under the Finance Documents or which otherwise relates to any of the Secured Assets Charged Property (otherwise, in each case, than by reason of the relevant Security Agent’s, Receiver’s or Delegate’s gross negligence or wilful misconduct). (B) The , together in each case with interest at the Default Rate on the amount demanded from the date of demand until the date of payment, both before and after judgment, which interest shall be compounded with the amount demanded at the end of such periods as the Security Agent and every Receiver and Delegate may, in priority to any payment to the Secured Parties, indemnify itself out of the Secured Assets in respect of, and pay and retain, all sums necessary to give effect to the indemnity in this Clause 13.4 and shall have a lien on the Transaction Security and the proceeds of the enforcement of the Transaction Security for all moneys payable to itmay reasonably select.

Indemnity to the Security Agent. (Aa) Each Obligor 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 as a result of: (1i) any failure by an Obligor the Company to comply with its obligations under Clause 15 clause 18 (Costs and expensesExpenses); (2ii) acting or relying on any notice, request or instruction which it reasonably believes to be genuine, correct and appropriately authorised; (3iii) the taking, holding, protection or enforcement of the Transaction Security; (4iv) the exercise of any of the rights, powers, discretions, authorities and remedies vested in the Security Agent and each Receiver and Delegate by the Finance Documents or by law; (5v) any default by an any Obligor in the performance of any of the obligations expressed to be assumed by it in the Finance Documents; or (6vi) acting as Security Agent, Receiver or Delegate under the Finance Documents or which otherwise relates to any of the Secured Assets Charged Property (otherwise, in each case, than by reason of the relevant Security Agent’s's, Receiver’s 's or Delegate’s 's gross negligence or wilful misconduct). (Bb) The Security Agent and every Receiver and Delegate may, in priority to any payment to the Secured Parties, indemnify itself out of the Secured Assets Charged Property in respect of, and pay and retain, all sums necessary to give effect to the indemnity in this Clause 13.4 clause 16.4 (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 moneys payable to it.

Indemnity to the Security Agent. (A) 11.14.1 Each Obligor jointly and severally shall promptly indemnify the Security Agent and every Receiver and Delegate against any reasonable cost, loss or liability incurred by any of them as a result of: (1a) any failure by an Obligor the Borrower to comply with its obligations under Clause 15 2.10.2 (Costs Lenders Expenses) and expensesClause 11.4 (Lenders Expenses); (2b) acting or relying on any notice, request or instruction which it reasonably believes to be genuine, correct and appropriately authorised; (3c) the taking, holding, protection or enforcement of the Transaction SecuritySecurity Document; (4d) the exercise of any of the rights, powers, discretions, authorities and remedies vested in the Security Agent and each Receiver and Delegate by the Finance Loan Documents or by law; (5e) any default by an any Obligor in the performance of any of the obligations expressed to be assumed by it in the Finance Loan Documents; or (6f) acting as Security Agent, Agent or Receiver or Delegate under the Finance Loan Documents or which otherwise relates to any of the Secured Assets Collateral (otherwise, in each case, than by reason of the relevant Security Agent’s, Receiver’s or DelegateReceiver’s gross negligence or wilful misconduct). (B) 11.14.2 The Security Agent and every Receiver and Delegate may, in priority to any payment to the Secured PartiesLenders and to the fullest extent permitted under applicable law, indemnify itself out of the Secured Assets Collateral in respect of, and pay and retain, all sums necessary to give effect to the indemnity in this Clause 13.4 11.14 and shall have a lien on the Transaction Lenders’ rights under the Security Documents and the proceeds of the enforcement of the Transaction Security Documents for all moneys payable to it.

Indemnity to the Security Agent. (Aa) Each Obligor jointly and severally (to the fullest extent permitted under applicable law) shall promptly indemnify the Security Agent and every Receiver and Delegate (including any of its agents, attorneys or delegates) against any cost, loss or liability incurred by any of them as a result of: (1i) the taking, holding, protection or enforcement of the Transaction Security, (ii) the exercise of any failure of the rights, powers, discretions and remedies vested in the Security Agent by an Obligor to comply with its obligations under Clause 15 (Costs and expenses)the Finance Documents or by law; (2iii) acting or relying on any notice, request or instruction which it reasonably believes to be genuine, correct and appropriately authorised;; and (3) the taking, holding, protection or enforcement of the Transaction Security; (4) the exercise of any of the rights, powers, discretions, authorities and remedies vested in the Security Agent and each Receiver and Delegate by the Finance Documents or by law; (5iv) any default by an any Obligor in the performance of any of the obligations expressed to be assumed by it in the Finance Documents; or (6) acting as Security Agent, Receiver save to the extent that such cost, loss or Delegate under liability is caused by the Finance Documents or which otherwise relates to any of the Secured Assets (otherwise, in each case, than by reason of the relevant Security Agent’s, Receiver’s or Delegate’s gross negligence or wilful misconduct)misconduct of the Security Agent, its agents, attorneys or delegates. (Bb) The Security Agent and every Receiver and Delegate may, in priority to any payment to the Secured Parties, indemnify itself out of the Secured Assets Charged Property in respect of, and pay and retain, all sums necessary to give effect to the indemnity in this Clause 13.4 21.4 and shall have a lien on the Transaction Security and the proceeds of the enforcement of the Transaction Security for all moneys monies payable to it.

Indemnity to the Security Agent. (Aa) Each Obligor Obligor, jointly and severally severally, shall promptly indemnify the Security Agent and every Receiver and Delegate against any cost, loss or liability incurred by any of them as a result of: (1i) any failure by an Obligor the Borrower to comply with its obligations under Clause 15 20 (Costs and expensesExpenses); (2ii) acting or relying on any notice, request or instruction which it reasonably believes to be genuine, correct and appropriately authorised; (3iii) the taking, holding, protection or enforcement of the Transaction Security; (4iv) the exercise of any of the rights, powers, discretions, authorities and remedies vested in the Security Agent and each Receiver and Delegate and the POA Agent by the Finance Documents or by law; (5v) any default by an any Obligor in the performance of any of the obligations expressed to be assumed by it in the Finance Documents; or (6vi) acting as Security Agent, Receiver or Delegate under the Finance Documents or which otherwise relates to any of the Secured Assets Charged Property (otherwise, in each case, than by reason of the relevant Security Agent’s, Receiver’s or Delegate’s gross negligence or wilful misconduct). (Bb) The Security Agent and every Receiver and Delegate may, in priority to any payment to the Secured Parties, indemnify itself out of the Secured Assets Charged Property in respect of, and pay and retain, all sums necessary to give effect to the indemnity in this Clause 13.4 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 Security Agent. (Aa) Each Obligor 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 as a result of: (1i) any failure by an Obligor the Borrower to comply with its obligations under Clause 15 clause 18 (Costs and expensesExpenses); (2ii) acting or relying on any notice, request or instruction which it reasonably believes to be genuine, correct and appropriately authorised; (3iii) the taking, holding, protection or enforcement of the Transaction Security; (4iv) the exercise of any of the rights, powers, discretions, authorities and remedies vested in the Security Agent and each Receiver and Delegate by the Finance Documents or by law;; or (5v) any default by an any Obligor in the performance of any of the obligations expressed to be assumed by it in the Finance Documents; or (6) acting as Security Agent, Receiver or Delegate under the Finance Documents or which otherwise relates to any of the Secured Assets (otherwise, in each case, than by reason of the relevant Security Agent’s, Receiver’s or Delegate’s gross negligence or wilful misconduct). (Bb) The Security Agent and every Receiver and Delegate may, in priority to any payment to the Secured Parties, indemnify itself out of the Secured Assets Charged Property in respect of, and pay and retain, all sums necessary to give effect to the indemnity in this Clause 13.4 clause 16.4(a) 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 Security Agent. (Aa) Each Obligor jointly and severally shall promptly The Company shall, within 5 Business Days of demand, indemnify the Security Agent and every Receiver and Delegate against any cost, loss or liability incurred by any of them as a result of: (1i) any failure by an Obligor the Company to comply with its obligations under Clause 15 clause 16 (Costs and expenses); (2ii) acting or relying on any notice, request or instruction which it reasonably believes to be genuine, correct and appropriately authorised; (3iii) the taking, holding, protection or enforcement of the Transaction Security; (4iv) the exercise of any of the rights, powers, discretions, authorities and remedies vested in the Security Agent and each Receiver and Delegate by the Finance Documents or by law; (5v) any default by an any Obligor in the performance of any of the obligations expressed to be assumed by it in the Finance Documents; or (6vi) acting as Security Agent, Receiver or Delegate under the Finance Documents or which otherwise relates to any of the Secured Assets Charged Property (otherwise, in each case, than by reason of the relevant Security Agent’s's, Receiver’s 's or Delegate’s 's gross negligence or wilful misconduct). (Bb) The Security Agent and every Receiver and Delegate may, in priority to any payment to the Secured Parties, indemnify itself out of the Secured Assets Charged Property in respect of, and pay pa and retain, all sums necessary to give effect to the indemnity in this Clause 13.4 clause 14.4 and shall have a lien on the Transaction Security and the proceeds of the enforcement of the Transaction Security for all moneys monies payable to it.

Indemnity to the Security Agent. (Aa) Each Obligor Debtor jointly and severally shall promptly indemnify the Security Agent and every Receiver and Delegate against any cost, loss or liability (together with any applicable VAT) incurred by any of them as a result of: (1i) any failure by an Obligor the Company to comply with its obligations under Clause 15 clause 14 (Costs and expenses); (2ii) acting or relying on any notice, request or instruction which it reasonably believes to be genuine, correct and appropriately authorised; (3iii) the taking, holding, protection or enforcement of the Transaction Security; (4iv) the exercise of any of the rights, powers, discretions, authorities and remedies vested in the Security Agent and Agent, each Receiver and each Delegate by the Finance Debt Documents or by law; (5v) any default by an Obligor any Debtor in the performance of any of the obligations expressed to be assumed by it in the Finance Debt Documents; (vi) instructing lawyers, accountants, tax advisers, surveyors, a Financial Adviser or other professional advisers or experts as permitted under this Agreement; or (6vii) acting as Security Agent, Receiver or Delegate under the Finance Debt Documents or which otherwise relates to any of the Secured Assets Security Property (otherwise, in each case, than by reason of the relevant Security Agent’s's, Receiver’s 's or Delegate’s 's gross negligence or wilful misconduct). (Bb) The Security Agent and every Receiver and Delegate may, in priority to any payment to the Secured Parties, indemnify itself out of the Secured Assets Charged Property in respect of, and pay and retain, all sums necessary to give effect to the indemnity in this Clause 13.4 clause 15.1 (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 moneys payable to it.