Group’s indemnity. Each Debtor shall promptly indemnify the Security Agent and every Receiver and Delegate against any cost, loss or liability (together with any applicable VAT) incurred (but excluding any costs and expenses arising as a result of the Security Agent’s or gross negligence or wilful default) by any of them: (a) in relation to or as a result of: (i) any failure by the Issuer to comply with obligations under Clause 19 (Costs and Expenses); (ii) the taking, holding, protection or enforcement of the Transaction Security in accordance with the terms of the Debt Documents; (iii) the exercise of any of the rights, powers, discretions and remedies vested in the Security Agent, each Receiver and each Delegate by the Debt Documents or by law; or (iv) any default by any Debtor in the performance of any of the obligations expressed to be assumed by it in the Debt Documents; or (b) which otherwise relates to any of the Security Property or the performance of the terms of this Agreement (otherwise than as a result of its gross negligence or wilful misconduct). Each Debtor expressly acknowledges and agrees that the continuation of its indemnity obligations under this Clause 20.1 will not be prejudiced by any release or disposal under Clause 12.2 (Distressed Disposals) taking into account the operation of that Clause.
Appears in 2 contracts
Sources: Intercreditor Agreement (Internet Gold Golden Lines LTD), Intercreditor Agreement (B Communications LTD)