Undertakings and Indemnities by the Purchaser. The Purchaser undertakes to the Vendor that: (a) that the Purchaser will, within 14 days from the Effective Date, deliver or caused to be delivered to the Vendor such document(s) duly executed by the Agent and/or the Lenders evidencing the following variations to the Several Guarantee made as of March 4, 2019 executed by ITC Properties Group Limited (“ITCP Bermuda”) as one of the Joint Guarantors (the “Several Guarantee”) and to the Debt Service Guarantee made as of March 4, 2019 executed by ITC Bermuda as one of the Guarantors (the “Debt Service Guarantee”): (i) the reduction of the percentage under Article 1.1(b) of the Several Guarantee and Article 2.01(b) of the Debt Service Guarantee from 28% to 18%; (ii) the increase of the percentage under Article 1.1(d) of the Several Guarantee and Article 2.01(d) of the Debt Service Guarantee from 20% to 30%; and (iii) such that all references to “each Guarantor’s proportionate amount”, “corresponding portion” and similar phrases in the Several Guarantee and the Debt Service Guarantee shall, in respect of ITC Bermuda, become 18%. (b) in the event of any demands or claims by the Lenders or any of them under the Several Guarantee and/or the Debt Service Guarantee, Xpec Investments Ltd. (“Xpec”) and SOASC Enterprises Ltd. (“SOASC”) will assume and satisfy 30% of the Obligations (as defined under the Several Guarantee) and of the Debt Service Costs (as defined under the Debt Service Guarantee) as if the variations set out in Clause 7(a)(i) to (iii) above have been made and become effective, and the Purchaser shall indemnify and keep ITC Bermuda indemnified from and against any and all liabilities arising from any failure of Xpec and/or SOASC to do so. The Purchaser agrees to the Vendor hereby accepting the benefit of the aforesaid undertakings of the Purchaser as trustee for ITC Bermuda.
Appears in 2 contracts