Common use of Agent’s Rights Clause in Contracts

Agent’s Rights. The Agent may: 16.4.1 in the exercise of any right, remedy, power or discretion in relation to any matter, or in any context, not expressly provided for by this Agreement or any of the other Security Documents, act or, as the case may be, refrain from acting (or authorise the Security Agent to act or refrain from acting) in accordance with the instructions of the Banks and shall be fully protected in so doing; 16.4.2 unless and until it shall have received directions from the Majority Banks, take such action or, as the case may be, refrain from taking such action (or authorise the Security Agent to take or refrain from taking such action) in respect of a Default of which the Agent has actual knowledge as it shall deem advisable in the best interests of the Banks and the Swap Provider (but shall not be obliged to do so); 16.4.3 refrain from acting (or authorise the Security Agent to refrain from acting) in accordance with any instructions of the Banks to institute any legal proceedings arising out of or in connection with this Agreement or any of the other Security Documents until it and/or the Security Agent has been indemnified and/or secured to its satisfaction against any and all costs, expenses or liabilities (including legal fees) which it would or might incur as a result; 16.4.4 deem and treat (i) each Bank as the person entitled to the benefit of the Contribution of such Bank for all purposes of this Agreement unless and until a notice shall have been filed with the Agent pursuant to clause 15.3 and shall have become effective, and (ii) the office set opposite the name of each of the Banks in schedule 1 to be such Bank’s lending office, unless and until a written notice of change of lending office shall have been received by the Agent and the Agent may act upon any such notice unless and until the same is superseded by a further such notice; 16.4.5 rely as to matters of fact which might reasonably be expected to be within the knowledge of any Security Party upon a certificate signed by any director or officer of the relevant Security Party on behalf of the relevant Security Party; and 16.4.6 do anything which is in its opinion necessary or desirable to comply with any law or regulation in any jurisdiction.

Agent’s Rights. The Agent may: 16.4.1 in the exercise of any right, remedy, power or discretion in relation to any matter, or in any context, not expressly provided for by this Agreement or any of the other Security Documents, act or, as the case may be, refrain from acting (or authorise the Security Agent to act or refrain from acting) in accordance with the instructions of the Banks Banks, and shall be fully protected in so doing; 16.4.2 unless and until it shall have received directions from the Majority Banks, take such action or, as the case may be, refrain from taking such action (or authorise the Security Agent to take or refrain from taking such action) in respect of a Default of which the Agent has actual knowledge as it shall deem advisable in the best interests of the Banks and the Swap Provider (but shall not be obliged to do so); 16.4.3 refrain from acting (or authorise the Security Agent to refrain from acting) in accordance with any instructions of the Banks to institute any legal proceedings arising out of or in connection with this Agreement or any of the other Security Documents until it and/or the Security Agent has been indemnified and/or secured to its satisfaction against any and all costs, expenses or liabilities (including legal fees) which it would or might incur as a result; 16.4.4 deem and treat (i) each Bank as the person entitled to the benefit of the Contribution of such Bank for all purposes of this Agreement unless and until a notice Transfer Certificate shall have been filed with the Agent pursuant to clause 15.3 and shall have become effective, and (ii) the office set opposite the name of each of the Banks in schedule 1 to be or, as the case may be, in any relevant Transfer Certificate as such Bank’s lending office, office unless and until a written notice of change of lending office shall have been received by the Agent and the Agent may act upon any such notice unless and until the same is superseded by a further such notice; 16.4.5 rely as to matters of fact which might reasonably be expected to be within the knowledge of any Security Party upon a certificate signed by any director or officer of the relevant Security Party on behalf of the relevant Security Party; and 16.4.6 do anything which is in its opinion necessary or desirable to comply with any law or regulation in any jurisdiction.

Agent’s Rights. The Agent may: 16.4.1 (a) in the exercise of any right, remedy, power or discretion in relation to any matter, or in any context, not expressly provided for by this Agreement or any of the other Security DocumentsAgreement, act or, as the case may be, refrain from acting (or authorise the Security Agent to act or refrain from acting) in accordance with the instructions of the Banks Majority Banks, and shall be fully protected in so doing; 16.4.2 (b) unless and until it shall have received directions from the Majority Banks, take such action oraction, as the case may be, or refrain from taking such action (or authorise the Security Agent to take or refrain from taking such action) in respect of a Default of which the Agent has actual knowledge as it shall deem advisable in the best interests of the Banks and the Swap Provider (but shall not be obliged to do so); 16.4.3 (c) refrain from acting (or authorise the Security Agent to refrain from acting) in accordance with any instructions of the Majority Banks to institute any legal proceedings arising out of or in connection with this Agreement or any of the other Security Documents until it and/or the Security Agent has been indemnified and/or secured to its satisfaction against any and all costs, expenses or liabilities (including legal fees) which it would or might incur as a result; 16.4.4 (d) deem and treat (i) each Bank as the person entitled to the benefit of the Contribution of such Bank for all purposes of this Agreement unless and until a notice Transfer Certificate shall have been filed with the Agent pursuant to clause 15.3 and shall have become effective, and (ii) the office set opposite the name of each Bank in part B of the Banks in schedule 1 to be or, as the case may be, in any relevant Transfer Certificate as such Bank’s lending office, 's funding office unless and until a written notice of change of lending funding office shall have been received by the Agent Agent; and the Agent may act upon any such notice unless and until the same is superseded by a further such notice; 16.4.5 (e) rely as to matters of fact which might reasonably be expected to be within the knowledge of any Security Party Obligor upon a certificate signed by any director or officer of the relevant Security Party Obligor on behalf of the relevant Security Partysuch Obligor; and 16.4.6 (f) refrain from doing anything which would, or might in its opinion, be contrary to any law or regulation of any jurisdiction and may do anything which is in its opinion necessary or desirable to comply with any such law or regulation in any jurisdictionregulation.

Agent’s Rights. The Each Agent may: 16.4.1 (a) act under the Interim Documents by or through its personnel or agents; (b) except as expressly provided to the contrary in the exercise of any Interim Document, refrain from exercising any right, remedy, power or discretion vested in it under the Interim Documents until it has received instructions from the Majority Interim Lenders or, where relevant, all the Interim Lenders; (c) unless it has received notice to the contrary in accordance with this Agreement, treat the Interim Lender which makes available any portion of an Interim Loan as the person entitled to repayment of that portion (and any interest, fees or other amounts in relation to thereto); (d) notwithstanding any matter, or in any context, not expressly provided for by this Agreement or any other term of the other Security Documents, act or, as the case may bean Interim Document, refrain from acting doing anything (including disclosing any information) which would, in its opinion, constitute a breach of any law or authorise regulation or be otherwise actionable at the Security Agent suit of any person, and may do anything which, in its opinion, is necessary or desirable to act comply with any law or regulation; (e) assume that no Major Default has occurred, unless it has received notice from another Party stating that a Major Default has occurred and giving details of such Major Default; (f) refrain from acting) acting in accordance with the instructions of the Banks and shall be fully protected in so doing; 16.4.2 unless and Majority Interim Lenders or all the Interim Lenders until it shall have received directions from the Majority Banks, take such action or, as the case may be, refrain from taking such action (or authorise the Security Agent to take or refrain from taking such action) in respect of a Default of which the Agent has actual knowledge as it shall deem advisable in the best interests of the Banks and the Swap Provider (but shall not be obliged to do so); 16.4.3 refrain from acting (or authorise the Security Agent to refrain from acting) in accordance with any instructions of the Banks to institute any legal proceedings arising out of or in connection with this Agreement or any of the other Security Documents until it and/or the Security Agent has been indemnified and/or secured to its satisfaction against any and all costs, expenses losses or liabilities (including legal fees) which it would may sustain or might incur as a resultresult of so acting; 16.4.4 deem and treat (ig) each Bank as the person entitled to the benefit of the Contribution of such Bank for all purposes of this Agreement unless and until a rely on any notice shall have been filed with the Agent pursuant to clause 15.3 and shall have become effective, and (ii) the office set opposite the name of each of the Banks in schedule 1 or document believed by it to be such Bank’s lending office, unless genuine and until a written correct and assume that any notice of change of lending office shall have or document has been received by the Agent correctly and the Agent may act upon any such notice unless appropriately authorised and until the same is superseded by a further such noticegiven; 16.4.5 (h) rely as to matters of fact on any statement made by any person regarding any matter which might reasonably be expected to be within the such person’s knowledge of or power to verify; (i) engage, obtain, rely on and pay for any Security Party upon a certificate signed by any director legal, accounting or officer of the relevant Security Party on behalf of the relevant Security Party; and 16.4.6 do anything other expert advice or services which is in its opinion may seem necessary or desirable to comply it; (j) at any time, and it shall if instructed by the Majority Interim Lenders, convene a meeting of the Interim Lenders; (k) accept without enquiry (and has no obligation to check) any title which an Obligor may have to any asset intended to be the subject of any Security Interest to be created by the Security Documents; and (l) deposit any title deeds, transfer documents, share certificates, Security Documents or any other documents in connection with any law of the assets charged by the Security Documents with any bank or regulation financial institution or any company whose business includes undertaking the safe custody of deeds or documents or with any lawyer or firm of lawyers or other professional advisers (each a custodian) and it shall not be responsible or liable for or be required to insure against any loss incurred in connection with any jurisdictionsuch deposit or the misconduct or default of any such custodian and it may pay all amounts required to be paid on account or in relation to any such deposit.

Agent’s Rights. The Each Agent may: 16.4.1 in the exercise (a) perform any of any rightits duties, remedy, power or discretion in relation to any matter, or in any context, not expressly provided for by obligations and responsibilities under this Agreement or any of the other Security DocumentsSenior Finance Documents by or through its personnel or agents on the basis that each Agent may extend the benefits of any indemnity received by it hereunder to its personnel or agents; (b) refrain from exercising any right, act orpower or discretion vested in it under the Senior Finance Documents until it has received instructions from the Majority Lenders or the Facility Agent, as the case may be, refrain from acting as to whether (and, if it is to be, the way in which) it is to be exercised and shall in all cases be fully protected when acting, or authorise the Security Agent to act or refrain (if so instructed) refraining from acting) , in accordance with the instructions of the Banks and shall be fully protected in so doing; 16.4.2 unless and until it shall have received directions from the Majority Banks, take such action or, Lenders or the Facility Agent (as the case may be); (c) treat (a) the Lender which makes available any portion of any Advance as the person entitled to repayment of that portion unless the Facility Agent has received a Transfer and Accession Deed in relation to all or part of it in accordance with Clause 27 (Assignments and Transfers); and (b) the office set under a Lender’s name at the end of this Agreement (or, in the case of a New Lender, at the end of the Transfer and Accession Deed to which it is a party as a New Lender) as its Lending Office unless the Facility Agent has received from that Lender a notice of change of Lending Office and each Agent may act on any such notice until it is superseded by a further such notice; (d) refrain from doing anything which would or might in its opinion be contrary to any law, regulation or judgment of or of any court of any jurisdiction or any directive of any agency of any state or otherwise render it liable to any person and may do anything which is in its opinion necessary to comply with any such law, regulation, judgment or directive; (e) assume that no Event of Default or Potential Event of Default has occurred unless an officer of such Agent, while active on the account of the Obligors in connection with the Facilities, acquires actual knowledge to the contrary; (f) refrain from taking such action any step (or authorise further step) to protect or enforce the Security Agent to take or refrain from taking such action) in respect rights of a Default of which any Senior Finance Party under the Agent has actual knowledge as it shall deem advisable in the best interests of the Banks and the Swap Provider (but shall not be obliged to do so); 16.4.3 refrain from acting (or authorise the Security Agent to refrain from acting) in accordance with any instructions of the Banks to institute any legal proceedings arising out of or in connection with this Agreement or any of the other Security Senior Finance Documents until it and/or the Security Agent has been indemnified and/or secured to its satisfaction against any and all costs, losses, expenses or liabilities (including legal fees) which it would or might sustain or incur as a result; 16.4.4 deem (g) rely on any communication or document believed by it to be genuine and treat (i) each Bank as correct and assume it to have been communicated or signed by the person entitled to the benefit of the Contribution of such Bank for all purposes of this Agreement unless and until a notice shall have been filed with the Agent pursuant to clause 15.3 and shall have become effective, and (ii) the office set opposite the name of each of the Banks in schedule 1 by whom it purports to be such Bank’s lending office, unless and until a written notice of change of lending office shall have been received by the Agent and the Agent may act upon any such notice unless and until the same is superseded by a further such noticecommunicated; 16.4.5 (h) rely as to matters any matter of fact which might reasonably be expected to be within the knowledge of any Security Party upon person on a certificate signed statement by any director or officer of the relevant Security Party on behalf of such person; (i) obtain and pay for such legal or other expert advice or services as may to it seem necessary or desirable and rely on any such advice; (j) accept deposits from, lend money to, provide any advisory or other services to or engage in any kind of banking or other business with any party to the relevant Security PartySenior Finance Documents, or any affiliate of any party (and, in each case, may do so without liability to account); and 16.4.6 do anything which is (k) (in the case of the Facility Agent) countersign any letters with issuers of Reports and/or with the Auditors limiting their respective liability to the Senior Finance Parties in such form(s) as the Facility Agent considers appropriate in order to enable all or certain of the Senior Finance Parties to rely on the work done by such person and each Senior Finance Party confirms its opinion necessary or desirable to comply with any law or regulation in any jurisdictionacceptance of the terms of each such letter.

Agent’s Rights. The Agent may: 16.4.1 in the exercise of any right, remedy, power or discretion in relation to any matter, or in any context, not expressly provided for by this Agreement or any of the other Security Documents, act or, as the case may be, refrain from acting (or authorise the Security Agent to act or refrain from acting) in accordance with the instructions of the Banks and/or the Swap Providers, and shall be fully protected in so doing; 16.4.2 unless and until it shall have received directions from the Majority Banks, take such action or, as the case may be, refrain from taking such action (or authorise the Security Agent to take or refrain from taking such action) in respect of a Default of which the Agent has actual knowledge as it shall deem advisable in the best interests of the Banks and the Swap Provider Providers (but shall not be obliged to do so); 16.4.3 refrain from acting (or authorise the Security Agent to refrain from acting) in accordance with any instructions of the Banks and/or the Swap Providers to institute any legal proceedings arising out of or in connection with this Agreement or any of the other Security Documents until it and/or the Security Agent has been indemnified and/or secured to its satisfaction against any and all costs, expenses or liabilities (including legal fees) which it would or might incur as a result; 16.4.4 deem and treat (i) each Bank as the person entitled to the benefit of the Contribution of such Bank for all purposes of this Agreement unless and until a notice shall have been filed with the Agent pursuant to clause 15.3 and shall have become effective, and (ii) the office set opposite the name of each of the Banks in schedule 1 to be such Bank’s lending office, unless and until a written notice of change of lending office shall have been received by the Agent and the Agent may act upon any such notice unless and until the same is superseded by a further such notice; 16.4.5 rely as to matters of fact which might reasonably be expected to be within the knowledge of any Security Party upon a certificate signed by any director or officer of the relevant Security Party on behalf of the relevant Security Party; and 16.4.6 do anything which is in its opinion necessary or desirable to comply with any law or regulation in any jurisdiction.

Agent’s Rights. The Agent may: 16.4.1 in the exercise of any right, remedy, power or discretion in relation to any matter, or in any context, not expressly provided for by this Agreement or any of the other Security Documents, act or, as the case may be, refrain from acting (or authorise the Security Agent to act or refrain from acting) in accordance with the instructions of the Banks Lenders and/or the Swap Provider, and shall be fully protected in so doing; 16.4.2 unless and until it shall have received directions from the Majority BanksLenders, take such action or, as the case may be, refrain from taking such action (or authorise the Security Agent to take or refrain from taking such action) in respect of a Default of which the Agent has actual knowledge as it shall deem advisable in the best interests of the Banks Lenders and the Swap Provider (but shall not be obliged to do so); 16.4.3 refrain from acting (or authorise the Security Agent to refrain from acting) in accordance with any instructions of the Banks Lenders and/or the Swap Provider to institute any legal proceedings arising out of or in connection with this Agreement or any of the other Security Documents until it and/or the Security Agent has been indemnified and/or secured to its satisfaction against any and all costs, expenses or liabilities (including legal fees) which it would or might incur as a result; 16.4.4 deem and treat (i) each Bank Lender as the person entitled to the benefit of the Contribution of such Bank Lender for all purposes of this Agreement unless and until a notice shall have been filed with the Agent pursuant to clause 15.3 and shall have become effective, and (iiiii) the office set opposite the name of each of the Banks Lenders in schedule 1 to be as such Bank’s Lender's lending office, office unless and until a written notice of change of lending office shall have been received by the Agent and the Agent may act upon any such notice unless and until the same is superseded by a further such notice; 16.4.5 rely as to matters of fact which might reasonably be expected to be within the knowledge of any Security Party upon a certificate signed by any director or officer of the relevant Security Party on behalf of the relevant Security Party; and 16.4.6 do anything which is in its opinion necessary or desirable to comply with any law or regulation in any jurisdiction.

Agent’s Rights. The Each Agent may: 16.4.1 (a) act under the Interim Finance Documents by or through its personnel, delegates or agents (and any indemnity given to, or received by, an Agent under this Agreement extends also to its personnel, delegates or agents who may rely on this provision); (b) except as expressly provided to the contrary in the exercise of any Interim Finance Document, refrain from exercising any right, remedy, power or discretion vested in it under the Interim Finance Documents until it has received instructions from the Majority Interim Lenders or, where relevant, all the Interim Lenders; (c) unless it has received notice to the contrary in accordance with this Agreement, treat the Interim Lender which makes available any portion of an Interim Loan as the person entitled to repayment of that portion (and any interest, fees or other amounts in relation to thereto); (d) notwithstanding any matter, or in any context, not expressly provided for by this Agreement or any other term of the other Security Documents, act or, as the case may bean Interim Finance Document, refrain from acting doing anything (including disclosing any information to any Interim Finance Party or authorise the Security Agent other person) which would or might in its opinion breach any law, regulation, court judgment or order or any confidentiality obligation, or otherwise render it liable to act any person, and it may do anything which is in its opinion necessary to comply with any such law, regulation, judgment, order or obligation; (e) assume that no Major Event of Default has occurred, unless it has received notice from another Party stating that a Major Event of Default has occurred and giving details of such Major Event of Default; (f) refrain from acting) acting in accordance with the instructions of the Banks and shall be fully protected in so doing; 16.4.2 unless and Majority Interim Lenders or all the Interim Lenders until it shall have received directions from the Majority Banks, take such action or, as the case may be, refrain from taking such action (or authorise the Security Agent to take or refrain from taking such action) in respect of a Default of which the Agent has actual knowledge as it shall deem advisable in the best interests of the Banks and the Swap Provider (but shall not be obliged to do so); 16.4.3 refrain from acting (or authorise the Security Agent to refrain from acting) in accordance with any instructions of the Banks to institute any legal proceedings arising out of or in connection with this Agreement or any of the other Security Documents until it and/or the Security Agent has been indemnified and/or secured to its satisfaction against any and all costs, expenses losses or liabilities (including legal fees) which it would may sustain or might incur as a resultresult of so acting; 16.4.4 deem (g) rely on any notice or document believed by it to be genuine and treat correct and assume that (i) each Bank as the person entitled to the benefit of the Contribution of such Bank for all purposes of this Agreement unless any notice or document has been correctly and until a notice shall have been filed with the Agent pursuant to clause 15.3 appropriately authorised and shall have become effective, given and (ii) the office set opposite the name of each of the Banks in schedule 1 to be such Bank’s lending office, unless and until a written any notice of change of lending office shall have been received or request made by the Obligors’ Agent is made on behalf of and with the Agent may act upon any such notice unless consent and until knowledge of all the same is superseded by a further such noticeObligors; 16.4.5 (h) rely as to matters of fact on any statement made by any person regarding any matter which might reasonably be expected to be within such person’s knowledge or power to verify; (i) engage, obtain, rely on and pay for any legal, accounting or other expert advice or services which may seem necessary to it; (j) at any time, and it shall if instructed by the knowledge Majority Interim Lenders, convene a meeting of the Interim Lenders; (k) accept without enquiry (and has no obligation to check) any title which any Obligor may have to any asset intended to be the subject of any Security Party upon a certificate signed Interest to be created by any director or officer of the relevant Interim Security Party on behalf of the relevant Security PartyDocuments; and 16.4.6 do anything which is (l) deposit any title deeds, transfer documents, share certificates, Interim Security Documents or any other documents in its opinion necessary or desirable to comply connection with any law of the assets charged by the Interim Security Documents with any bank or regulation financial institution or any company whose business includes undertaking the safe custody of deeds or documents or with any lawyer or firm of lawyers or other professional advisers (each, a custodian) and it shall not be responsible or liable for or be required to insure against any loss incurred in connection with any jurisdictionsuch deposit or the misconduct or default of any such custodian and it may pay all amounts required to be paid on account or in relation to any such deposit.

Agent’s Rights. The Agent may: 16.4.1 19.4.1 in the exercise of any right, remedy, power or discretion in relation to any matter, or in any context, not expressly provided for by this Agreement or any of the other Security DocumentsAgreement, act or, as the case may be, refrain from acting (or authorise the Security Agent to act or refrain from acting) in accordance with the instructions of the Banks Majority Banks, and shall be fully protected in so doing; 16.4.2 19.4.2 unless and until it shall have received directions from the Majority Banks, take such action oraction, as the case may be, or refrain from taking such action (or authorise the Security Agent to take or refrain from taking such action) in respect of a Default of which the Agent has actual knowledge as it shall deem advisable in the best interests of the Banks and the Swap Provider Working Capital Bank (but shall not be obliged to do so); 16.4.3 19.4.3 refrain from acting (or authorise the Security Agent to refrain from acting) in accordance with any instructions of the Majority Banks to institute, or to instruct the Security Trustee to institute any legal proceedings arising out of or in connection with this Agreement or any of the other Security Documents Finance Document until it and/or the Security Agent has been indemnified and/or secured to its satisfaction against any and all costs, expenses or liabilities (including legal fees) which it and/or the Security Trustee would or might incur as a result; 16.4.4 19.4.4 deem and treat (i) each Bank and the Working Capital Bank as the person entitled to the benefit of the Contribution of such Bank or the Working Capital Bank (as the case may be) for all purposes of this Agreement and the Security Documents unless and until a notice Transfer Certificate shall have been filed with the Agent pursuant to clause 15.3 and shall have become effectiveeffective or a transfer has become effective in accordance with clause 18.10 (as the case may be), and (ii) the office set opposite the name of each Bank in part C of schedule 1 or, as the case may be, in any relevant Transfer Certificate as such Bank's funding office and the office set opposite the name of the Banks Working Capital Bank in part D of schedule 1 to be such as the Working Capital Bank’s lending office, 's issuing and funding office unless and until a written notice of change of lending funding or issuing (as the case may be) office shall have been received by the Agent Agent; and the Agent may act upon any such notice unless and until the same is superseded by a further such notice; 16.4.5 19.4.5 rely as to matters of fact which might reasonably be expected to be within the knowledge of any Security Party Obligor or GTS Creditor upon a certificate signed by any director or officer of the relevant Security Party Obligor or GTS Creditor on behalf of the relevant Security Partysuch Obligor or GTS Creditor; and 16.4.6 19.4.6 refrain from doing anything which would, or might in its opinion, be contrary to any law or regulation of any jurisdiction and may do anything which is in its opinion necessary or desirable to comply with any such law or regulation in any jurisdictionregulation.

Agent’s Rights. The Agent may: 16.4.1 in the exercise of any right, remedy, power or discretion in relation to any matter, or in any context, not expressly provided for by this Agreement or any of the other Security Documents, act or, as the case may be, refrain from acting (or authorise the Security Agent to act or refrain from acting) in accordance with the instructions of the Banks and/or the Swap Providers, and shall be fully protected in so doing; 16.4.2 unless and until it shall have received directions from the Majority Banks, take such action or, as the case may be, refrain from taking such action (or authorise the Security Agent to take or refrain from taking such action) in respect of a Default of which the Agent has actual knowledge as it shall deem advisable in the best interests of the Banks and the Swap Provider Providers (but shall not be obliged to do so); 16.4.3 refrain from acting (or authorise the Security Agent to refrain from acting) in accordance with any instructions of the Banks and/or the Swap Providers to institute any legal proceedings arising out of or in connection with this Agreement or any of the other Security Documents until it and/or the Security Agent has been indemnified and/or secured to its satisfaction against any and all costs, expenses or liabilities (including legal fees) which it would or might incur as a result; 16.4.4 deem and treat (i) each Bank as the person entitled to the benefit of the Contribution of such Bank for all purposes of this Agreement unless and until a notice shall have been filed with the Agent pursuant to clause 15.3 and shall have become effective, and (ii) the office set opposite the name of each of the Banks in schedule 1 to be such Bank’s lending office, 2 unless and until a written notice of change of lending office shall have been received by the Agent and the Agent may act upon any such notice unless and until the same is superseded by a further such notice; 16.4.5 rely as to matters of fact which might reasonably be expected to be within the knowledge of any Security Party upon a certificate signed by any director or officer of the relevant Security Party on behalf of the relevant Security Party; and 16.4.6 do anything which is in its opinion necessary or desirable to comply with any law or regulation in any jurisdiction.

Agent’s Rights. The Agent may: 16.4.1 in (a) perform any of its duties, obligations and responsibilities under the exercise Operative Documents by or through its personnel, delegates or agents (on the basis that the Agent may extend the benefit of any indemnity received by it hereunder to its personnel, delegates or agents); (b) refrain from exercising any right, remedy, power or discretion vested in relation it under the Operative Documents until it has received instructions from the Lenders; (c) unless it has received notice in writing to the contrary, treat (a) each Lender which makes available its Advance as the Person entitled to repayment thereof and (b) the office set under such Lender=s name in Schedule 1 as its Funding Office; (d) refrain from doing anything which would or might in its opinion be contrary to any matterlaw, regulation, directive or judgment of any court of any jurisdiction or otherwise render it liable to any Person and may do anything which is in its opinion necessary to comply with any contextsuch law, not expressly provided for by regulation, judgment or directive; (e) assume that no Event of Default or Default has occurred unless an officer of the Agent while active on the account of the Trust acquires actual knowledge to the contrary; (f) refrain from taking any step (or further step) to protect or enforce the rights of the Lenders under this Agreement or any of the other Security Documents, act or, as the case may be, refrain from acting (or authorise the Security Agent to act or refrain from acting) in accordance with the instructions of the Banks and shall be fully protected in so doing; 16.4.2 unless and until it shall have received directions from the Majority Banks, take such action or, as the case may be, refrain from taking such action (or authorise the Security Agent to take or refrain from taking such action) in respect of a Default of which the Agent has actual knowledge as it shall deem advisable in the best interests of the Banks and the Swap Provider (but shall not be obliged to do so); 16.4.3 refrain from acting (or authorise the Security Agent to refrain from acting) in accordance with any instructions of the Banks to institute any legal proceedings arising out of or in connection with this Agreement or any of the other Security Operative Documents until it and/or the Security Agent has been indemnified and/or secured to its satisfaction against any and all costs, losses, expenses or liabilities (including legal fees) which it would or might sustain or incur as a result; 16.4.4 deem (g) rely on any communication or document believed by it to be genuine and treat (i) each Bank as the person entitled correct and to the benefit of the Contribution of such Bank for all purposes of this Agreement unless and until a notice shall have been filed with communicated or signed by the Agent pursuant Person to clause 15.3 and shall have become effective, and (ii) the office set opposite the name of each of the Banks in schedule 1 whom it purports to be such Bank’s lending office, unless communicated and until a written notice of change of lending office shall have been received by the Agent and the Agent may act upon any such notice unless and until the same is superseded by a further such noticesigned; 16.4.5 (h) rely as to matters any matter of fact which might reasonably be expected to be within the knowledge of any Security Party upon the Trust on a certificate signed statement by any director or officer of the relevant Security Party on behalf of the relevant Security PartyTrust; (i) obtain and pay for such legal or other expert advice or services as may seem necessary to it or desirable and rely on any such advice; (j) accept without enquiry such title as the Trust may have to any asset or assets that may at any time be intended to be the subject of security created by or for any obligations under any of the Operative Documents; and 16.4.6 do anything which is in its opinion necessary (k) hold or desirable to comply deposit any title deeds, any Operative Documents or any other documents with any law banker or regulation banking company or any company whose business includes undertaking the safe custody of deeds or documents or with any lawyer or firm of lawyers and it shall not be responsible for or be required to insure against any loss incurred in connection with any jurisdictionsuch holding or deposit and it may pay all sums required to be paid on account or in respect of any such deposit.

Agent’s Rights. The Agent may: 16.4.1 in the exercise of any right, remedy, power or discretion in relation to any matter, or in any context, not expressly provided for by this Agreement or any of the other Security Documents, act or, as the case may be, refrain from acting (or authorise the Security Agent to act or refrain from acting) in accordance with the instructions of the Banks and shall be fully protected in so doing; 16.4.2 unless and until it shall have received directions from the Majority Banks, take such action or, as the case may be, refrain from taking such action (or authorise the Security Agent to take or refrain from taking such action) in respect of a Default of which the Agent has actual knowledge as it shall deem advisable in the best interests of the Banks and the Swap Provider (but shall not be obliged to do so); 16.4.3 refrain from acting (or authorise the Security Agent to refrain from acting) in accordance with any instructions of the Banks to institute any legal proceedings arising out of or in connection with this Agreement or any of the other Security Documents until it and/or the Security Agent has been indemnified and/or secured to its satisfaction against any and all costs, expenses or liabilities (including legal fees) which it would or might incur as a result; 16.4.4 deem and treat (i) each Bank as the person entitled to the benefit of the Contribution of such Bank for all purposes of this Agreement unless and until a notice shall have been filed with the Agent pursuant to clause 15.3 and shall have become effective, and (ii) the office set opposite the name of each of the Banks in schedule 1 to be such Bank’s lending office, unless and until a written notice of change of lending office shall have been received by the Agent and the Agent may act upon any such notice unless and until the same is superseded by a further such notice; 16.4.5 rely as to matters of fact which might reasonably be expected to be within the knowledge of any Security Party upon a certificate signed by any director or officer of the relevant Security Party on behalf of the relevant Security Party; and 16.4.6 do anything which is in its opinion necessary or desirable to comply with any law or regulation in any jurisdiction.

Agent’s Rights. The Agent may: 16.4.1 in the exercise of any right, remedy, power or discretion in relation to any matter, or in any context, not expressly provided for by this Agreement or any of the other Security Documents, act or, as the case may be, refrain from acting (or authorise the Security Agent Trustee to act or refrain from acting) in accordance with the instructions of the Banks Banks, and shall be fully protected in so doing; 16.4.2 unless and until it shall have received directions from the Majority Banks, take such action or, as the case may be, refrain from taking such action (or authorise the Security Agent Trustee to take or refrain from taking such action) in respect of a Default of which the Agent has actual knowledge as it shall deem advisable in the best interests of the Banks and the Swap Provider (but shall not be obliged to do so); 16.4.3 refrain from acting (or authorise the Security Agent Trustee to refrain from acting) in accordance with any instructions of the Banks to institute any legal proceedings Proceedings arising out of or in connection with this Agreement or any of the other Security Documents until it and/or the Security Agent Trustee has been indemnified and/or secured to its satisfaction against any and all costs, expenses or liabilities (including legal fees) which it would or might incur as a result; 16.4.4 deem and treat (i) each Bank as the person entitled to the benefit of the Contribution of such Bank for all purposes of this Agreement unless and until a notice shall have been filed with the Agent pursuant to clause 15.3 and shall have become effective, and (ii) the office set opposite the name of each of the Banks in schedule 1 to be such Bank’s lending office, unless and until a written notice of change of lending office shall have been received by the Agent and the Agent may act upon any such notice unless and until the same is superseded by a further such notice; 16.4.5 rely as to matters of fact which might reasonably be expected to be within the knowledge of any Security Party upon a certificate signed by any director or officer of the relevant Security Party on behalf of the relevant Security Party; and 16.4.6 do anything which is in its opinion necessary or desirable to comply with any law or regulation in any jurisdiction.

Agent’s Rights. The Agent may: 16.4.1 in the exercise of any right, remedy, power or discretion in relation to any matter, or in any context, not expressly provided for by this Agreement or any of the other Security Documents, act or, as the case may be, refrain from acting (or authorise the Security Agent to act or refrain from acting) in accordance with the instructions of the Banks and/or the Issuing Bank, and shall be fully protected in so doing; 16.4.2 unless and until it shall have received directions from the Majority Banks, take such action or, as the case may be, refrain from taking such action (or authorise the Security Agent to take or refrain from taking such action) in respect of a Default of which the Agent has actual knowledge as it shall deem advisable in the best interests of the Banks and the Swap Provider Issuing Bank (but shall not be obliged to do so); 16.4.3 refrain from acting (or authorise the Security Agent to refrain from acting) in accordance with any instructions of the Banks and/or the Issuing Bank to institute any legal proceedings arising out of or in connection with this Agreement or any of the other Security Documents until it and/or the Security Agent has been indemnified and/or secured to its satisfaction against any and all costs, expenses or liabilities (including legal fees) which it would or might incur as a result; 16.4.4 deem and treat (i) each Bank as the person entitled to the benefit of the Contribution of such Bank and of any amounts owing to such Bank under clause 4.1.1 for all purposes of this Agreement unless and until a notice shall have been filed with the Agent pursuant to clause 15.3 and shall have become effective, and (ii) the office set opposite the name of each of the Banks in schedule 1 to be as such Bank’s 's lending office, office under this Agreement unless and until a written notice of change of lending office shall have been received by the Agent and the Agent may act upon any such notice unless and until the same is superseded by a further such notice; 16.4.5 rely as to matters of fact which might reasonably be expected to be within the knowledge of any Security Party upon a certificate signed by any director or officer of the relevant Security Party on behalf of the relevant Security Party; and 16.4.6 do anything which is in its opinion necessary or desirable to comply with any law or regulation in any jurisdiction.

Agent’s Rights. The Agent may: 16.4.1 in the exercise of any right, remedy, power or discretion in relation to any matter, or in any context, not expressly provided for by this Agreement or any of the other Security Documents, act or, as the case may be, refrain from acting (or authorise the Security Agent to act or refrain from acting) in accordance with the instructions of the Banks Banks, and shall be fully protected in so doing; 16.4.2 unless and until it shall have received directions from the Majority Banks, take such action or, as the case may be, refrain from taking such action (or authorise the Security Agent to take or refrain from taking such action) in respect of a Default of which the Agent has actual knowledge as it shall deem advisable in the best interests of the Banks and the Swap Provider (but shall not be obliged to do so); 16.4.3 refrain from acting (or authorise the Security Agent to refrain from acting) in accordance with any instructions of the Banks to institute any legal proceedings arising out of or in connection with this Agreement or any of the other Security Documents until it and/or the Security Agent has been indemnified and/or secured to its satisfaction against any and all costs, expenses or liabilities (including legal fees) which it would or might incur as a result; 16.4.4 deem and treat (ia) each Bank as the person entitled to the benefit of the Contribution of such Bank for all purposes of this Agreement unless and until a notice Transfer Certificate shall have been filed with the Agent pursuant to clause 15.3 and shall have become effective, and (iib) the office set opposite the name of each of the Banks in schedule 1 or, as the case may be, in any relevant Transfer Certificate to be such Bank’s 's lending office, office unless and until a written notice of change of lending office shall have been received by the Agent and the Agent may act upon any such notice unless and until the same is superseded by a further such notice; 16.4.5 rely as to matters of fact which might reasonably be expected to be within the knowledge of any Security Party upon a certificate signed by any director or officer of the relevant Security Party on behalf of the relevant Security Party; and 16.4.6 do anything which is in its opinion necessary or desirable to comply with any law or regulation in any jurisdiction.

Agent’s Rights. The Agent may: 16.4.1 in the exercise of any right, remedy, power or discretion in relation to any matter, or in any context, not expressly provided for by this Agreement or any of the other Security Documents, act or, as the case may be, refrain from acting (or authorise the Security Agent to act or refrain from acting) in accordance with the instructions of the Banks Banks, and shall be fully protected in so doing; 16.4.2 unless and until it shall have received directions from the Majority Banks, take such action or, as the case may be, refrain from taking such action (or authorise the Security Agent to take or to refrain from taking such action) in respect of a Default of which the Agent has actual knowledge as it shall deem advisable in the best interests of the Banks and the Swap Provider (but shall not be obliged to do so); 16.4.3 refrain from acting (or authorise the Security Agent to refrain from acting) in accordance with any instructions of the Banks to institute any legal proceedings arising out of or in connection with this Agreement or any of the other Security Documents until it and/or the Security Agent has been indemnified and/or secured to its satisfaction against any and all costs, expenses or liabilities (including legal fees) which it would or might incur as a result; 16.4.4 deem and treat (i) each Bank as the person entitled to the benefit of the Contribution of such Bank for all purposes of this Agreement unless and until a notice shall have been filed with the Agent pursuant to clause 15.3 and shall have become effective, and (ii) the office set opposite the name of each of the Banks in schedule 1 to be as such Bank’s 's lending office, office unless and until a written notice of change of lending office shall have been received by the Agent and the Agent may act upon any such notice unless and until the same is superseded by a further such notice; 16.4.5 rely as to matters of fact which might reasonably be expected to be within the knowledge of any Security Party upon a certificate signed by any director or officer of the relevant Security Party on behalf of the relevant Security Party; and 16.4.6 do anything which is in its opinion necessary or desirable to comply with any law or regulation in any jurisdiction.

Agent’s Rights. The Agent may: 16.4.1 (a) in the exercise of any right, remedy, power or discretion in relation to any matter, or in any context, not expressly provided for by this Agreement or any of the other Security DocumentsAgreement, act or, as the case may be, refrain from acting (or authorise the Security Agent to act or refrain from acting) in accordance with the instructions of the Banks Majority Lenders, and shall be fully protected in so doing; 16.4.2 (b) unless and until it shall have received directions from the Majority BanksLenders, take such action oraction, as the case may be, refrain from taking such action (or authorise the Security Agent to take or refrain from taking such action) , in respect of 74 82 a Default of which the Agent has actual knowledge as it shall deem advisable in the best interests of the Banks and the Swap Provider (but shall not be obliged to do so); 16.4.3 (c) refrain from acting (or authorise the Security Agent to refrain from acting) in accordance with any instructions of the Banks Majority Lenders to institute any legal proceedings arising out of or in connection with this Agreement or any of the other Security Documents until it and/or the Security Agent has been indemnified and/or secured to its satisfaction against any and all costs, expenses or liabilities (including legal fees) which it would or might incur as a result; 16.4.4 (d) deem and treat (i) each Bank Lender as the person entitled to the benefit of the Contribution of such Bank Lender for all purposes of this Agreement unless and until a notice Transfer Certificate shall have been filed with the Agent pursuant to clause 15.3 and shall have become effective, and (ii) the office set opposite the name of each of the Banks Lender in schedule 1 to be or, as the case may be, in any relevant Transfer Certificate as such Bank’s Lender's lending office, office unless and until a written notice of change of lending office shall have been received by the Agent Agent; and the Agent may act upon any such notice unless and until the same is superseded by a further such notice; 16.4.5 (e) rely as to matters of fact which might reasonably be expected to be within the knowledge of any Security Party Obligor upon a certificate signed by any director or officer Authorised Signatory of the relevant Security Party on behalf of the relevant Security PartyObligor; and 16.4.6 (f) refrain from doing anything which would, or might in its opinion, be contrary to any law or regulation of any jurisdiction and may do anything which is in its opinion necessary or desirable to comply with any such law or regulation in any jurisdictionregulation.

Agent’s Rights. The Agent may: 16.4.1 in the exercise of any right, remedy, power or discretion in relation to any matter, or in any context, not expressly provided for by this Agreement or any of the other Security Documents, act or, as the case may be, refrain from acting (or authorise the Security Agent to act or refrain from acting) in accordance with the instructions of the Banks Banks, and shall be fully protected in so doing; 16.4.2 unless and until it shall have received directions from the Majority Banks, take such action or, as the case may be, refrain from taking such action (or authorise the Security Agent to take or refrain from taking such action) in respect of a Default of which the Agent has actual knowledge as it shall deem advisable in the best interests of the Banks and the Swap Provider (but shall not be obliged to do so); 16.4.3 refrain from acting (or authorise the Security Agent to refrain from acting) in accordance with any instructions of the Banks to institute any legal proceedings arising out of or in connection with this Agreement or any of the other Security Documents until it and/or the Security Agent has been indemnified and/or secured to its satisfaction against any and all costs, expenses or liabilities (including legal fees) which it would or might incur as a result; 16.4.4 deem and treat (i) each Bank as the person entitled to the benefit of the Contribution of such Bank for all purposes of this Agreement unless and until a notice Transfer Certificate shall have been filed with the Agent pursuant to clause 15.3 and shall have become effective, and (ii) the office set opposite the name of each of the Banks in schedule 1 to be or, as the case may be, in any relevant Transfer Certificate as such Bank’s lending office, office unless and until a written notice of change of lending office shall have been received by the Agent and the Agent may act upon any such notice unless and until the same is superseded by a further such notice; 16.4.5 rely as to matters of fact which might reasonably be expected to be within the knowledge of any Security Party upon a certificate signed by any director or member of the board of managers or a member or manager or officer of the relevant Security Party on behalf of the relevant Security Party; and 16.4.6 do anything which is in its opinion necessary or desirable to comply with any law or regulation in any jurisdiction.

Agent’s Rights. The Each Agent may: 16.4.1 16.6.1 in the exercise of any right, remedy, power or discretion in relation to any matter, or in any context, not expressly provided for by this Agreement or any of the other Security DocumentsAgreement, act or, as the case may be, refrain from acting (or authorise the Security Agent to act or refrain from acting) in accordance with the instructions of the Banks Majority Lenders, and shall be fully protected in so doing; 16.4.2 16.6.2 unless and until it shall have received directions from the Majority BanksLenders, take such action oraction, as the case may be, or refrain from taking such action (or authorise the Security Agent to take or refrain from taking such action) in respect of a Default of which the that Agent has actual knowledge as it shall deem advisable in the best interests of the Banks and the Swap Provider Lenders (but shall not be obliged to do so); 16.4.3 16.6.3 refrain from acting (or authorise the Security Agent to refrain from acting) in accordance with any instructions of the Banks Majority Lenders to institute any legal proceedings arising out of or in connection with this Agreement or any of and/or the other Security Documents until it and/or the Security Agent has been indemnified and/or secured to its satisfaction against any and all costs, expenses or liabilities (including legal fees) which it would or might incur as a result; 16.4.4 16.6.4 deem and treat (i) each Bank Lender as the person entitled to the benefit of the Contribution Contributions of such Bank Lender for all purposes of this Agreement and the Facility Documents unless and until a notice Transfer Certificate shall have been filed with the Facility Agent pursuant to clause 15.3 and shall have become effective, effective and (ii) the office set opposite the name of each of the Banks Lender in schedule 1 to be or, as the case may be, in any relevant Transfer Certificate as such BankLender’s lending office, office unless and until a written notice of change of lending office shall have been received by the Agent Facility Agent; and the each Agent may act upon any such notice unless and until the same is superseded by a further such notice; 16.4.5 16.6.5 rely as to matters of fact which might reasonably be expected to be within the knowledge of any a Security Party upon a certificate signed by any director or officer of the relevant Security Party on behalf of the relevant that Security Party; and 16.4.6 16.6.6 refrain from doing anything which would, or might in its opinion, be contrary to any law or regulation of any jurisdiction and may do anything which is in its opinion necessary or desirable to comply with any such law or regulation in any jurisdictionregulation.

Agent’s Rights. The Agent may: 16.4.1 in the exercise of any right, remedy, power or discretion in relation to any matter, or in any context, not expressly provided for by this Agreement or any of the other Security Documents, act or, as the case may be, refrain from acting (or authorise the Security Agent to act or refrain from acting) in accordance with the instructions of the Banks and/or the Swap Providers, and shall be fully protected in so doing; 16.4.2 unless and until it shall have received directions from the Majority Banks, take such action or, as the case may be, refrain from taking such action (or authorise the Security Agent to take or refrain from taking such action) in respect of a Default of which the Agent has actual knowledge as it shall deem advisable in the best interests of the Banks and the Swap Provider Providers (but shall not be obliged to do so); 16.4.3 refrain from acting (or authorise the Security Agent to refrain from acting) in accordance with any instructions of the Banks and/or the Swap Providers to institute any legal proceedings arising out of or in connection with this Agreement or any of the other Security Documents until it and/or the Security Agent has been indemnified and/or secured to its satisfaction against any and all costs, expenses or liabilities (including legal fees) which it would or might incur as a result; 16.4.4 deem and treat (i) each Bank as the person entitled to the benefit of the Contribution of such Bank for all purposes of this Agreement unless and until a notice shall have been filed with the Agent pursuant to clause 15.3 and shall have become effective, and (ii) the office set opposite the name of each of the Banks in schedule 1 to be such Bank’s lending office, unless and until a written notice of change of lending office shall have been received by the Agent and the Agent may act upon any such notice unless and until the same is superseded by a further such notice; 16.4.5 rely as to matters of fact which might reasonably be expected to be within the knowledge of any Security Party upon a certificate signed by any director or officer of the relevant Security Party on behalf of the relevant Security Party; and 16.4.6 do anything which is in its opinion necessary or desirable to comply with any law or regulation in any jurisdictionand16.

Agent’s Rights. The Each Agent may: 16.4.1 16.6.1 in the exercise of any right, remedy, power or discretion in relation to any matter, or in any context, not expressly provided for by this Agreement or any of the other Security DocumentsAgreement, act or, as the case may be, refrain from acting (or authorise the Security Agent to act or refrain from acting) in accordance with the instructions of the Banks Majority Banks, and shall be fully protected in so doing; 16.4.2 16.6.2 unless and until it shall have received directions from the Majority Banks, take such action oraction, as the case may be, or refrain from taking such action (or authorise the Security Agent to take or refrain from taking such action) in respect of a Default of which the that Agent has actual knowledge as it shall deem advisable in the best interests of the Banks and the Swap Provider (but shall not be obliged to do so); 16.4.3 16.6.3 refrain from acting (or authorise the Security Agent to refrain from acting) in accordance with any instructions of the Majority Banks to institute any legal proceedings arising out of or in connection with this Agreement or any of and/or the other Security Documents until it and/or the Security Agent has been indemnified and/or secured to its satisfaction against any and all costs, expenses or liabilities (including legal fees) which it would or might incur as a result; 16.4.4 16.6.4 deem and treat (i) each Bank as the person entitled to the benefit of the Contribution Contributions of such Bank for all purposes of this Agreement and the Facility Documents unless and until a notice Transfer Certificate shall have been filed with the Bank Agent pursuant to clause 15.3 and shall have become effective, effective and (ii) the office set opposite the name of each of the Banks Bank in schedule 1 to be or, as the case may be, in any relevant Transfer Certificate as such Bank’s lending office, office unless and until a written notice of change of lending office shall have been received by the Agent Bank Agent; and the each Agent may act upon any such notice unless and until the same is superseded by a further such notice; 16.4.5 16.6.5 rely as to matters of fact which might reasonably be expected to be within the knowledge of any a Security Party upon a certificate signed by any director or officer of the relevant Security Party on behalf of the relevant that Security Party; and 16.4.6 16.6.6 refrain from doing anything which would, or might in its opinion, be contrary to any law or regulation of any jurisdiction and may do anything which is in its opinion necessary or desirable to comply with any such law or regulation in any jurisdictionregulation.

Agent’s Rights. The Each Agent and, (for the purposes of paragraph (j) below only) each member of the Arranger Group may: 16.4.1 in the exercise (a) perform any of any rightits duties, remedy, power or discretion in relation to any matter, or in any context, not expressly provided for by obligations and responsibilities under this Agreement or any of the other Security DocumentsSenior Finance Documents by or through its personnel or agents on the basis that each Agent may extend the benefits of any indemnity received by it hereunder to its personnel or agents; (b) refrain from exercising any right, act orpower or discretion vested in it under the Senior Finance Documents until it has received instructions from the Majority Banks or the Facility Agent or the Majority Senior Creditors (as defined in the Intercreditor Agreement), as the case may be, refrain from acting as to whether (and, if it is to be, the way in which) it is to be exercised and shall in all cases be fully protected when acting, or authorise the Security Agent to act or refrain (if so instructed) refraining from acting) , in accordance with the instructions of the Banks and shall be fully protected in so doing; 16.4.2 unless and until it shall have received directions from the Majority Banks, take such action or, Banks or the Facility Agent or the Majority Senior Creditors (as the case may be); (c) treat (a) the Bank which makes available any portion of an Advance as the person entitled to repayment of that portion unless the Facility Agent has received a Transfer Certificate in relation to all or part of it in accordance with Clause 20 (Assignments and Transfers) and the relevant entries have been made in the Register (as defined in Clause 20.7 (The Register)); and (b) the office set under a Bank’s name at the end of this Agreement (or, in the case of a Transferee, at the end of the Transfer Certificate to which it is a party as Transferee) as its Lending Office unless the Facility Agent has received from that Bank a notice of change of Lending Office and each Agent may act on any such notice until it is superseded by a further such notice; (d) refrain from doing anything which would or might in its opinion be contrary to any law, regulation or judgment of or of any court of any jurisdiction or any directive of any agency of any state or otherwise render it liable to any person and may do anything which is in its opinion necessary to comply with any such law, regulation, judgment or directive; (e) assume that no Event of Default or Potential Event of Default has occurred unless an officer of such Agent, while active on the account of the Obligors in connection with the Facilities, acquires actual knowledge to the contrary; (f) refrain from taking such action any step (or authorise further step) to protect or enforce the Security Agent to take or refrain from taking such action) in respect rights of a Default of which any Senior Finance Party under the Agent has actual knowledge as it shall deem advisable in the best interests of the Banks and the Swap Provider (but shall not be obliged to do so); 16.4.3 refrain from acting (or authorise the Security Agent to refrain from acting) in accordance with any instructions of the Banks to institute any legal proceedings arising out of or in connection with this Agreement or any of the other Security Senior Finance Documents until it and/or the Security Agent has been indemnified and/or secured to its satisfaction against any and all costs, losses, expenses or liabilities (including legal fees) which it would or might sustain or incur as a result; 16.4.4 deem (g) rely on any communication or document believed by it to be genuine and treat (i) each Bank as correct and assume it to have been communicated or signed by the person entitled to the benefit of the Contribution of such Bank for all purposes of this Agreement unless and until a notice shall have been filed with the Agent pursuant to clause 15.3 and shall have become effective, and (ii) the office set opposite the name of each of the Banks in schedule 1 by whom it purports to be such Bank’s lending office, unless and until a written notice of change of lending office shall have been received by the Agent and the Agent may act upon any such notice unless and until the same is superseded by a further such noticecommunicated; 16.4.5 (h) rely as to matters any matter of fact which might reasonably be expected to be within the knowledge of any Security Party upon person on a certificate signed statement by any director or officer of the relevant Security Party on behalf of such person; (i) obtain and pay for such legal or other expert advice or services as may to it seem necessary or desirable and rely on any such advice; (j) accept deposits from, lend money to, provide any advisory or other services to or engage in any kind of banking or other business with any party to the relevant Senior Finance Documents, or any Affiliate of any party (and, in each case, may do so without liability to account); (k) in the case of the Security PartyAgent, accept without enquiry such title as an Obligor may have to any asset or assets intended to be the subject of the security created by the Security Documents; and 16.4.6 do anything which is (l) in its opinion necessary the case of the Security Agent, hold or desirable to comply deposit any title deeds, Security Documents or any other documents in connection with any law of the assets charged by the Security Documents with any banker or regulation banking company or any company whose business includes undertaking the safe custody of deeds or documents or with any lawyer or firm of lawyers and it shall not be responsible for or be required to insure against any loss incurred in connection with any jurisdictionsuch holding or deposit and it may pay all sums required to be paid on account or in respect of any such deposit.

Agent’s Rights. The Agent may: 16.4.1 19.4.1 in the exercise of any right, remedy, power or discretion in relation to any matter, or in any context, not expressly provided for by this Agreement or any of the other Security DocumentsAgreement, act or, as the case may be, refrain from acting (or authorise the Security Agent to act or refrain from acting) in accordance with the instructions of the Banks Majority Banks, and shall be fully protected in so doing; 16.4.2 19.4.2 unless and until it shall have received directions from the Majority Banks, take such action oraction, as the case may be, or refrain from taking such action (or authorise the Security Agent to take or refrain from taking such action) in respect of a Default of which the Agent has actual knowledge as it shall deem advisable in the best interests of the Banks and the Swap Provider (but shall not be obliged to do so); 16.4.3 19.4.3 refrain from acting (or authorise the Security Agent to refrain from acting) in accordance with any instructions of the Majority Banks to institute, or to instruct the Security Trustee to institute any legal proceedings arising out of or in connection with this Agreement or any of the other Security Documents Finance Document until it and/or the Security Agent has been indemnified and/or secured to its satisfaction against any and all costs, expenses or liabilities (including legal fees) which it and/or the Security Trustee would or might incur as a result; 16.4.4 19.4.4 deem and treat (i) each Bank as the person entitled to the benefit of the Contribution of such Bank for all purposes of this Agreement and the Security Documents unless and until a notice Transfer Certificate shall have been filed with the Agent pursuant to clause 15.3 and shall have become effective, and (ii) the office set opposite the name of each Bank in part B of the Banks in schedule 1 to be or, as the case may be, in any relevant Transfer Certificate as such Bank’s lending office, 's funding office unless and until a written notice of change of lending funding or issuing (as the case may be) office shall have been received by the Agent Agent; and the Agent may act upon any such notice unless and until the same is superseded by a further such notice; 16.4.5 19.4.5 rely as to matters of fact which might reasonably be expected to be within the knowledge of any Security Party Obligor or GTS Creditor upon a certificate signed by any director or officer of the relevant Security Party Obligor or GTS Creditor on behalf of the relevant Security Partysuch Obligor or GTS Creditor; and 16.4.6 19.4.6 refrain from doing anything which would, or might in its opinion, be contrary to any law or regulation of any jurisdiction and may do anything which is in its opinion necessary or desirable to comply with any such law or regulation in any jurisdictionregulation.

Agent’s Rights. The Agent may: 16.4.1 in the exercise of any right, remedy, power or discretion in relation to any matter, or in any context, not expressly provided for by this Agreement or any of the other Security Documents, act or, as the case may be, refrain from acting (or authorise the Security Agent to act or refrain from acting) in accordance with the instructions of the Banks Banks, and shall be fully protected in so doing; 16.4.2 unless and until it shall have received directions from the Majority Banks, take such action or, as the case may be, refrain from taking such action (or authorise the Security Agent to take or refrain from taking such action) in respect of a Default of which the Agent has actual knowledge as it shall deem advisable in the best interests of the Banks and the Swap Provider (but shall not be obliged to do so); 16.4.3 refrain from acting (or authorise the Security Agent to refrain from acting) in accordance with any instructions of the Banks to institute any legal proceedings arising out of or in connection with this Agreement or any of the other Security Documents until it and/or the Security Agent has been indemnified and/or secured to its satisfaction against any and all costs, expenses or liabilities (including legal fees) which it would or might incur as a result; 16.4.4 deem and treat (ia) each Bank as the person entitled to the benefit of the Contribution of such Bank for all purposes of this Agreement unless and until a notice Transfer Certificate shall have been filed with the Agent pursuant to clause 15.3 and shall have become effective, and (iib) the office set opposite the name of each of the Banks in schedule 1 or, as the case may be, in any relevant Transfer Certificate to be such Bank’s lending office, office unless and until a written notice of change of lending office shall have been received by the Agent and the Agent may act upon any such notice unless and until the same is superseded by a further such notice; 16.4.5 rely as to matters of fact which might reasonably be expected to be within the knowledge of any Security Party upon a certificate signed by any director or member of the board of directors or officer (as the case may be) of the relevant Security Party on behalf of the relevant Security Party; and 16.4.6 do anything which is in its opinion necessary or desirable to comply with any law or regulation in any jurisdiction.

Agent’s Rights. The Each Agent may: 16.4.1 (a) act under the Interim Finance Documents by or through its personnel, delegates or agents (and any indemnity given to, or received by, an Agent under this Agreement extends also to its personnel, delegates or agents who may rely on this provision); (b) except as expressly provided to the contrary in the exercise of any Interim Finance Document, refrain from exercising any right, remedy, power or discretion vested in it under the Interim Finance Documents until it has received instructions from the Majority Interim Lenders or, where relevant, all the Interim Lenders; (c) unless it has received notice to the contrary in accordance with this Agreement, treat the Interim Lender which makes available any portion of an Interim Loan as the person entitled to repayment of that portion (and any interest, fees or other amounts in relation to thereto); (d) notwithstanding any matter, or in any context, not expressly provided for by this Agreement or any other term of the other Security Documents, act or, as the case may bean Interim Finance Document, refrain from acting doing anything (including disclosing any information to any Interim Finance Party or authorise the Security Agent other person) which would or might in its opinion breach any law, regulation, court judgment or order or any confidentiality obligation, or otherwise render it liable to act any person, and it may do anything which is in its opinion necessary to comply with any such law, regulation, judgment, order or obligation; (e) assume that no Major Event of Default has occurred, unless it has received notice from another Party stating that a Major Event of Default has occurred and giving details of such Major Event of Default; (f) refrain from acting) acting in accordance with the instructions of the Banks and shall be fully protected in so doing; 16.4.2 unless and Majority Interim Lenders or all the Interim Lenders until it shall have received directions from the Majority Banks, take such action or, as the case may be, refrain from taking such action (or authorise the Security Agent to take or refrain from taking such action) in respect of a Default of which the Agent has actual knowledge as it shall deem advisable in the best interests of the Banks and the Swap Provider (but shall not be obliged to do so); 16.4.3 refrain from acting (or authorise the Security Agent to refrain from acting) in accordance with any instructions of the Banks to institute any legal proceedings arising out of or in connection with this Agreement or any of the other Security Documents until it and/or the Security Agent has been indemnified and/or secured to its satisfaction against any and all costs, expenses losses or liabilities (including legal feesfees and any associated VAT) which it would may sustain or might incur as a resultresult of so acting; 16.4.4 deem (g) rely on any notice or document believed by it to be genuine and treat correct and assume that (i) each Bank as the person entitled to the benefit of the Contribution of such Bank for all purposes of this Agreement unless any notice or document has been correctly and until a notice shall have been filed with the Agent pursuant to clause 15.3 appropriately authorised and shall have become effective, given and (ii) the office set opposite the name of each of the Banks in schedule 1 to be such Bank’s lending office, unless and until a written any notice of change of lending office shall have been received or request made by the Obligors' Agent is made on behalf of and with the Agent may act upon any such notice unless consent and until knowledge of all the same is superseded by a further such noticeObligors; 16.4.5 (h) rely as to matters of fact on any statement made by any person regarding any matter which might reasonably be expected to be within such person's knowledge or power to verify; (i) engage, obtain, rely on and pay for any legal, accounting or other expert advice or services which may seem necessary to it (including, in the knowledge case of the Interim Facility Agent, in connection with determining any consent level required to effect any amendment, waiver or consent in respect of an Interim Finance Document in accordance with Clause 28 (Amendments and Waivers)); (j) at any time, and it shall if instructed by the Majority Interim Lenders, convene a meeting of the Interim Lenders; (k) accept without enquiry (and has no obligation to check) any title which any Obligor may have to any asset intended to be the subject of any Security Party upon a certificate signed Interest to be created by any director or officer of the relevant Interim Security Party on behalf of the relevant Security PartyDocuments; and 16.4.6 do anything which is (l) deposit any title deeds, transfer documents, share certificates, Interim Security Documents or any other documents in its opinion necessary or desirable to comply connection with any law of the assets charged by the Interim Security Documents with any bank or regulation financial institution or any company whose business includes undertaking the safe custody of deeds or documents or with any lawyer or firm of lawyers or other professional advisers (each, a custodian) and it shall not be responsible or liable for or be required to insure against any loss incurred in connection with any jurisdictionsuch deposit or the misconduct or default of any such custodian and it may pay all amounts required to be paid on account or in relation to any such deposit.

Agent’s Rights. The Agent may: 16.4.1 in the exercise of any right, remedy, power or discretion in relation to any matter, or in any context, not expressly provided for by this Agreement or any of the other Security Documents, act or, as the case may be, refrain from acting (or authorise the Security Agent to act or refrain from acting) in accordance with the instructions of the Banks Banks, and shall be fully protected in so doing; 16.4.2 unless and until it shall have received directions from the Majority Banks, take such action or, as the case may be, refrain from taking such action (or authorise the Security Agent to take or refrain from taking such action) in respect of a Default of which the Agent has actual knowledge as it shall deem advisable in the best interests of the Banks and the Swap Provider (but shall not be obliged to do so); 16.4.3 refrain from acting (or authorise the Security Agent to refrain from acting) in accordance with any instructions of the Banks to institute any legal proceedings arising out of or in connection with this Agreement or any of the other Security Documents until it and/or the Security Agent has been indemnified and/or secured to its satisfaction against any and all costs, expenses or liabilities (including legal fees) which it would or might incur as a result; 16.4.4 deem and treat (i) each Bank as the person entitled to the benefit of the Contribution of such Bank for all purposes of this Agreement unless and until a notice Transfer Certificate shall have been filed with the Agent pursuant to clause 15.3 and shall have become effective, and (ii) the office set opposite the name of each of the Banks in schedule 1 to be or, as the case may be, in any relevant Transfer Certificate as such Bank’s 's lending office, office unless and until a written notice of change of lending office shall have been received by the Agent and the Agent may act upon any such notice unless and until the same is superseded by a further such notice; 16.4.5 rely as to matters of fact which might reasonably be expected to be within the knowledge of any Security Party upon a certificate signed by any director or officer of the relevant Security Party on behalf of the relevant Security Party; and 16.4.6 do anything which is in its opinion necessary or desirable to comply with any law or regulation in any jurisdiction.

Agent’s Rights. The Each Agent may: 16.4.1 (a) act under the Interim Finance Documents by or through its personnel, delegates or agents (and any indemnity given to, or received by, an Agent under this Agreement extends also to its personnel, delegates or agents who may rely on this provision); (b) except as expressly provided to the contrary in the exercise of any Interim Finance Document, refrain from exercising any right, remedy, power or discretion vested in it under the Interim Finance Documents until it has received instructions from the Majority Interim Lenders or, where relevant, all the Interim Lenders; (c) unless it has received notice to the contrary in accordance with this Agreement, treat the Interim Lender which makes available any portion of an Interim Loan as the person entitled to repayment of that portion (and any interest, fees or other amounts in relation to thereto); (d) notwithstanding any matter, or in any context, not expressly provided for by this Agreement or any other term of the other Security Documents, act or, as the case may bean Interim Finance Document, refrain from acting doing anything (including disclosing any information to any Interim Finance Party or authorise the Security Agent other person) which would or might in its opinion breach any law, regulation, court judgment or order or any confidentiality obligation, or otherwise render it liable to act any person, and it may do anything which is in its opinion necessary to comply with any such law, regulation, judgment, order or obligation; (e) assume that no Major Event of Default has occurred, unless it has received notice from another Party stating that a Major Event of Default has occurred and giving details of such Major Event of Default; (f) refrain from acting) acting in accordance with the instructions of the Banks and shall be fully protected in so doing; 16.4.2 unless and Majority Interim Lenders or all the Interim Lenders until it shall have received directions from the Majority Banks, take such action or, as the case may be, refrain from taking such action (or authorise the Security Agent to take or refrain from taking such action) in respect of a Default of which the Agent has actual knowledge as it shall deem advisable in the best interests of the Banks and the Swap Provider (but shall not be obliged to do so); 16.4.3 refrain from acting (or authorise the Security Agent to refrain from acting) in accordance with any instructions of the Banks to institute any legal proceedings arising out of or in connection with this Agreement or any of the other Security Documents until it and/or the Security Agent has been indemnified and/or secured to its satisfaction against any and all costs, expenses losses or liabilities (including legal feesfees and any associated VAT) which it would may sustain or might incur as a resultresult of so acting; 16.4.4 deem (g) rely on any notice or document believed by it to be genuine and treat correct and assume that (i) each Bank as the person entitled to the benefit of the Contribution of such Bank for all purposes of this Agreement unless any notice or document has been correctly and until a notice shall have been filed with the Agent pursuant to clause 15.3 appropriately authorised and shall have become effective, given and (ii) the office set opposite the name of each of the Banks in schedule 1 to be such Bank’s lending office, unless and until a written any notice of change of lending office shall have been received or request made by the Obligors' Agent is made on behalf of and with the Agent may act upon any such notice unless consent and until knowledge of all the same is superseded by a further such noticeObligors; 16.4.5 (h) rely as to matters of fact on any statement made by any person regarding any matter which might reasonably be expected to be within such person's knowledge or power to verify; (i) engage, obtain, rely on and pay for any legal, accounting or other expert advice or services which may seem necessary to it (including, in the knowledge case of the Interim Facility Agent, in connection with determining any consent level required to effect any amendment, waiver or consent in respect of an Interim Finance Document in accordance with Clause 27 (Amendments and Waivers)); (j) at any time, and it shall if instructed by the Majority Interim Lenders, convene a meeting of the Interim Lenders; (k) accept without enquiry (and has no obligation to check) any title which any Obligor may have to any asset intended to be the subject of any Security Party upon a certificate signed Interest to be created by any director or officer of the relevant Interim Security Party on behalf of the relevant Security PartyDocuments; and 16.4.6 do anything which is (l) deposit any title deeds, transfer documents, share certificates, Interim Security Documents or any other documents in its opinion necessary or desirable to comply connection with any law of the assets charged by the Interim Security Documents with any bank or regulation financial institution or any company whose business includes undertaking the safe custody of deeds or documents or with any lawyer or firm of lawyers or other professional advisers (each, a custodian) and it shall not be responsible or liable for or be required to insure against any loss incurred in connection with any jurisdictionsuch deposit or the misconduct or default of any such custodian and it may pay all amounts required to be paid on account or in relation to any such deposit.

Agent’s Rights. The Agent may: 16.4.1 in the exercise of any right, remedy, power or discretion in relation to any matter, or in any context, not expressly provided for by this Agreement or any of the other Security Documents, act or, as the case may be, refrain from acting (or authorise the Security Agent to act or refrain from acting) in accordance with the instructions of the Banks and/or the Swap Provider, and shall be fully protected in so doing; 16.4.2 unless and until it shall have received directions from the Majority Banks, take such action or, as the case may be, refrain from taking such action (or authorise the Security Agent to take or refrain from taking such action) in respect of a Default of which the Agent has actual knowledge as it shall deem advisable in the best interests of the Banks and the Swap Provider (but shall not be obliged to do so); 16.4.3 refrain from acting (or authorise the Security Agent to refrain from acting) in accordance with any instructions of the Banks and/or the Swap Provider to institute any legal proceedings arising out of or in connection with this Agreement or any of the other Security Documents until it and/or the Security Agent has been indemnified and/or secured to its satisfaction against any and all costs, expenses or liabilities (including legal fees) which it would or might incur as a result; 16.4.4 deem and treat (i) each Bank as the person entitled to the benefit of the Contribution of such Bank for all purposes of this Agreement unless and until a notice shall have been filed with the Agent pursuant to clause 15.3 and shall have become effective, and (ii) the office set opposite the name of each of the Banks in schedule 1 to be such Bank’s 's lending office, unless and until a written notice of change of lending office shall have been received by the Agent and the Agent may act upon any such notice unless and until the same is superseded by a further such notice; 16.4.5 rely as to matters of fact which might reasonably be expected to be within the knowledge of any Security Party upon a certificate signed by any director or officer of the relevant Security Party on behalf of the relevant Security Party; and 16.4.6 do anything which is in its opinion necessary or desirable to comply with any law or regulation in any jurisdiction.

Agent’s Rights. The Agent may: 16.4.1 in the exercise of any right, remedy, power or discretion in relation to any matter, or in any context, not expressly provided for by this Agreement or any of the other Security Documents, act or, as the case may be, refrain from acting (or authorise the Security Agent to act or refrain from acting) in accordance with the instructions of the Banks Banks, and shall be fully protected in so doing; 16.4.2 unless and until it shall have received directions from the Majority Banks, take such action or, as the case may be, refrain from taking such action (or authorise the Security Agent to take or refrain from taking such action) in respect of a Default of which the Agent has actual knowledge as it shall deem advisable in the best interests of the Banks and the Swap Provider (but shall not be obliged to do so); 16.4.3 refrain from acting (or authorise the Security Agent to refrain from acting) in accordance with any instructions of the Banks to institute any legal proceedings arising out of or in connection with this Agreement or any of the other Security Documents until it and/or the Security Agent has been indemnified and/or secured to its satisfaction against any and all costs, expenses or liabilities (including legal fees) which it would or might incur as a result; 16.4.4 deem and treat (i) each Bank as the person entitled to the benefit of the Contribution of such Bank for all purposes of this Agreement unless and until a notice shall have been filed with the Agent pursuant to clause 15.3 and shall have become effective, and (ii) the office set opposite the name of each of the Banks in schedule 1 to be 2 as the lending office of such Bank’s lending office, unless and until a written notice of change of lending office shall have been received by the Agent and the Agent may act upon any such notice unless and until the same is superseded by a further such notice; 16.4.5 rely as to matters of fact which might reasonably be expected to be within the knowledge of any Security Party or HoldCo upon a certificate signed by any director or officer of the relevant Security Party or HoldCo on behalf of the relevant Security PartyParty or HoldCo; and 16.4.6 do anything which is in its opinion necessary or desirable to comply with any law or regulation in any jurisdiction.

Agent’s Rights. The Agent may: 16.4.1 in the exercise of any right, remedy, power or discretion in relation to any matter, or in any context, not expressly provided for by this Agreement or any of the other Security Documents, act or, as the case may be, refrain from acting (or authorise the Security Agent to act or refrain from acting) in accordance with the instructions of the Banks Banks, and shall be fully protected in so doing; 16.4.2 unless and until it shall have received directions from the Majority Banks, take such action or, as the case may be, refrain from taking such action (or authorise the Security Agent to take or refrain from taking such action) in respect of a Default of which the Agent has actual knowledge as it shall deem advisable in the best interests of the Banks and the Swap Provider (but shall not be obliged to do so); 16.4.3 refrain from acting (or authorise the Security Agent to refrain from acting) in accordance with any instructions of the Banks to institute any legal proceedings arising out of or in connection with this Agreement or any of the other Security Documents until it and/or the Security Agent has been indemnified and/or secured to its satisfaction against any and all costs, expenses or liabilities (including legal fees) which it would or might incur as a result; 16.4.4 deem and treat (i) each Bank as the person entitled to the benefit of the Contribution of such Bank for all purposes of this Agreement unless and until a notice Transfer Certificate shall have been filed with the Agent pursuant to clause 15.3 and shall have become effective, and (ii) the office set opposite the name of each of the Banks in schedule 1 to be or, as the case may be, in any relevant Transfer Certificate as such Bank’s lending office, office unless and until a written notice of change of lending office shall have been received by the Agent and the Agent may act upon any such notice unless and until the same is superseded by a further such notice; 16.4.5 rely as to matters of fact which might reasonably be expected to be within the knowledge of any Security Party upon a certificate signed by any director or member of the board of directors or officer of the relevant Security Party on behalf of the relevant Security Party; and 16.4.6 do anything which is in its opinion necessary or desirable to comply with any law or regulation in any jurisdiction.

Agent’s Rights. The Agent Agents may: 16.4.1 in 23.3.1 perform any of their duties, obligations and responsibilities under the exercise of Financing Documents by or through their personnel or agents; 23.3.2 refrain from exercising any right, remedy, power or discretion vested in relation them under the Financing Documents until they have received instructions from the Majority Lenders as to any matterwhether (and, if it is to be, the way in which) it is to be exercised and shall in all cases be fully protected when acting, or in any context, not expressly provided for by this Agreement or any of the other Security Documents, act or, as the case may be, refrain from acting (or authorise the Security Agent to act or refrain if so instructed) refraining from acting) , in accordance with the instructions of the Banks and shall be fully protected in so doing; 16.4.2 unless and until it shall have received directions from the Majority Banks, take such action or, Lenders; 23.3.3 treat (i) the Lender which makes available any portion of the Facilities as the case person entitled to repayment in respect of that portion unless the Facility Agent has received a notice of the assignment of all or part of it in accordance with Clause 27 and (ii) the office set under a Lender's name at the end of this Agreement as its Facility Office unless the Facility Agent has received from that Lender a notice of change of Facility Office in accordance with Clause 27, and may beact on any such notice until it is superseded by a further such notice; 23.3.4 refrain from doing anything which would or might in its opinion be contrary to any law of any jurisdiction or any directive of any agency of any state or otherwise render it liable to any person and may do anything which is in its opinion necessary to comply with any such law or directive; 23.3.5 assume that no Event of Default or Potential Event of Default has occurred and that all representations and warranties are true when given unless an officer of that Agent, while active on the account of the Borrower, acquires actual knowledge to the contrary; 23.3.6 refrain from taking such action any step (or authorise further step) to protect or enforce the Security Agent to take or refrain from taking such action) in respect rights of a Default of which any Lender under the Agent has actual knowledge as it shall deem advisable in the best interests of the Banks and the Swap Provider (but shall not be obliged to do so); 16.4.3 refrain from acting (or authorise the Security Agent to refrain from acting) in accordance with any instructions of the Banks to institute any legal proceedings arising out of or in connection with this Agreement or any of the other Security Financing Documents until it and/or the Security Agent has been indemnified (or received confirmation that it will be so indemnified) and/or secured to its satisfaction against any and all costs, losses, expenses or liabilities (including legal fees) which it would or might sustain or incur as a result;; and 16.4.4 deem 23.3.7 without prejudice to the generality of the foregoing the Security Agent may: 23.3.7.1 hold all title deeds or other Transaction Documents relating to the property and treat (i) each Bank assets of the Borrower to which the Security Documents relate as the person entitled to agent of and for the benefit of the Contribution of such Bank for all purposes of Lenders in accordance with their respective rights and interests under this Agreement unless and until a notice shall have been filed with the Agent pursuant to clause 15.3 and shall have become effective, and (ii) the office set opposite the name of each of the Banks in schedule 1 to be such Bank’s lending office, unless and until a written notice of change of lending office shall have been received by the Agent and the Agent may act upon any such notice unless and until the same is superseded by a further such notice; 16.4.5 rely as to matters of fact which might reasonably be expected to be within the knowledge of any Security Party upon a certificate signed by any director or officer of under the relevant Security Party on behalf Documents and, upon request by any of the relevant Lenders, shall produce the same for inspection by that Lender and upon being reimbursed for its costs, to provide copies to that Lender; 23.3.7.2 be named as loss payee in all insurances to be taken out by the Borrower pursuant to the Financing Documents and to receive all receipts in respect of the payment of premium thereof as agent of and for the benefit of the Lenders; 23.3.7.3 execute all such documents and do all such things as it is by the terms of the Financing Documents, or as it may consider necessary for the purposes of or in connection with the Financing Documents and required or entitled to do; 23.3.7.4 execute and deliver on the Lenders' behalf all and any such other documents or instruments as the Majority Lenders may specifically approve in writing relating to the Security PartyDocuments or the creation, maintenance or protection of any security therefor; and 16.4.6 do anything 23.3.7.5 pay any monies received by it and/or the realisation of the assets and property from and to which is the Financing Documents relate to the Facility Agent for application in its opinion necessary or desirable to comply accordance with any law or regulation in any jurisdictionthe provisions of Clause 22.

Agent’s Rights. The Agent may: 16.4.1 in the exercise of any right, remedy, power or discretion in relation to any matter, or in any context, not expressly provided for by this Agreement or any of the other Security Documents, act or, as the case may be, refrain from acting (or authorise the Security Agent to act or refrain from acting) in accordance with the instructions of the Banks Banks, and shall be fully protected in so doing; 16.4.2 unless and until it shall have received directions from the Majority Banks, take such action or, as the case may be, refrain from taking such action (or authorise the Security Agent to take or to refrain from taking such action) in respect of a Default of which the Agent has actual knowledge as it shall deem advisable in the best interests of the Banks and the Swap Provider (but shall not be obliged to do so); 16.4.3 refrain from acting (or authorise the Security Agent to refrain from acting) in accordance with any instructions of the Banks to institute any legal proceedings arising out of or in connection with this Agreement or any of the other Security Documents until it and/or the Security Agent has been indemnified and/or secured to its satisfaction against any and all costs, expenses or liabilities (including legal fees) which it would or might incur as a result; 16.4.4 deem and treat (i) each Bank as the person entitled to the benefit of the Contribution of such Bank for all purposes of this Agreement unless and until a notice shall have been filed with the Agent pursuant to clause 15.3 and shall have become effective, and (ii) the office set opposite the name of each of the Banks in schedule 1 to be as such Bank’s lending office, office unless and until a written notice of change of lending office shall have been received by the Agent and the Agent may act upon any such notice unless and until the same is superseded by a further such notice; 16.4.5 rely as to matters of fact which might reasonably be expected to be within the knowledge of any Security Party upon a certificate signed by any director or officer of the relevant Security Party on behalf of the relevant Security Party; and 16.4.6 do anything which is in its opinion necessary or desirable to comply with any law or regulation in any jurisdiction.

Agent’s Rights. The Agent may: 16.4.1 in the exercise of any right, remedy, power or discretion in relation to any matter, or in any context, not expressly provided for by this Agreement or any of the other Security Documents, act or, as the case may be, refrain from acting (or authorise the Security Agent Trustee to act or refrain from acting) in accordance with the instructions of the Banks Lenders, and shall be fully protected in so doing; 16.4.2 unless and until it shall have has received directions from the Majority BanksLenders, take such action or, as the case may be, refrain from taking such action (or authorise the Security Agent Trustee to take or refrain from taking such action) in respect of a Default of which the Agent has actual knowledge as it shall deem consider advisable in the best interests of the Banks and the Swap Provider Lenders (but shall not be obliged to do so); 16.4.3 refrain from acting (or authorise the Security Agent Trustee to refrain from acting) in accordance with any instructions of the Banks Lenders to institute any legal proceedings Proceedings arising out of or in connection with this Agreement or any of the other Security Documents until it and/or the Security Agent Trustee has been indemnified and/or secured to its satisfaction against any and all costs, expenses or liabilities (including legal fees) which it would or might incur as a result; 16.4.4 deem and treat (i) each Bank Lender as the person entitled to the benefit of the Contribution of such Bank Lender for all purposes of this Agreement unless and until a notice shall have been filed with the Agent pursuant to clause 15.3 and shall have become effective, and (ii) the office set opposite the name of each of the Banks Lenders in schedule 1 to be such Bank’s as its lending office, office unless and until a written notice of change of lending office shall have been received by the Agent and the Agent may act upon any such notice unless and until the same is superseded by a further such notice; 16.4.5 rely as to matters of fact which might reasonably be expected to be within the knowledge of any Security Party upon a certificate signed by any director or officer of the relevant Security Party on behalf of the relevant Security Party; and 16.4.6 do anything which is in its opinion necessary or desirable to comply with any law or regulation in any jurisdiction.

Agent’s Rights. The Agent may: 16.4.1 in the exercise of any right, remedy, power or discretion in relation to any matter, or in any context, not expressly provided for by this Agreement or any of the other Security Documents, act or, as the case may be, refrain from acting (or authorise the Security Agent to act or refrain from acting) in accordance with the instructions of the Banks and/or the Swap Provider, and shall be fully protected in so doing; 16.4.2 unless and until it shall have received directions from the Majority Banks, take such action or, as the case may be, refrain from taking such action (or authorise the Security Agent to take or refrain from taking such action) in respect of a Default of which the Agent has actual knowledge as it shall deem advisable in the best interests of the Banks and the Swap Provider (but shall not be obliged to do so); 16.4.3 refrain from acting (or authorise the Security Agent to refrain from acting) in accordance with any instructions of the Banks and/or the Swap Provider to institute any legal proceedings arising out of or in connection with this Agreement or any of the other Security Documents until it and/or the Security Agent has been indemnified and/or secured to its satisfaction against any and all costs, expenses or liabilities (including legal fees) which it would or might incur as a result; 16.4.4 deem and treat (i) each Bank as the person entitled to the benefit of the Contribution of such Bank for all purposes of this Agreement unless and until a notice shall have been filed with the Agent pursuant to clause 15.3 and shall have become effective, and (ii) the office set opposite the name of each of the Banks in schedule 1 to be such Bank’s lending office, unless and until a written notice of change of lending office shall have been received by the Agent and the Agent may act upon any such notice unless and until the same is superseded by a further such notice; 16.4.5 rely as to matters of fact which might reasonably be expected to be within the knowledge of any Security Party upon a certificate signed by any director or officer of the relevant Security Party on behalf of the relevant Security Party; and 16.4.6 do anything which is in its opinion necessary or desirable to comply with any law or regulation in any jurisdiction.

Agent’s Rights. The Agent may: 16.4.1 in the exercise of any right, remedy, power or discretion in relation to any matter, or in any context, not expressly provided for by this Agreement or any of the other Security Documents, act or, as the case may be, refrain from acting (or authorise the Security Agent to act or refrain from acting) in accordance with the instructions of the Banks Banks, and shall be fully protected in so doing; 16.4.2 unless and until it shall have received directions from the Majority Banks, take such action or, as the case may be, refrain from taking such action (or authorise the Security Agent to take or refrain from taking such action) in respect of a Default of which the Agent has actual knowledge as it shall deem advisable in the best interests of the Banks and the Swap Provider (but shall not be obliged to do so); 16.4.3 refrain from acting (or authorise the Security Agent to refrain from acting) in accordance with any instructions of the Banks to institute any legal proceedings arising out of or in connection with this Agreement or any of the other Security Documents until it and/or the Security Agent has been indemnified and/or secured to its satisfaction against any and all costs, expenses or liabilities (including legal fees) which it would or might incur as a result; 16.4.4 deem and treat (i) each Bank as the person entitled to the benefit of the Contribution of such Bank for all purposes of this Agreement unless and until a notice shall have been filed with the Agent pursuant to clause 15.3 and shall have become effective, and (ii) the office set opposite the name of each of the Banks in schedule 1 to be as such Bank’s lending office, unless and until a written notice of change of lending office shall have been received by the Agent and the Agent may act upon any such notice unless and until the same is superseded by a further such notice; 16.4.5 rely as to matters of fact which might reasonably be expected to be within the knowledge of any Security Party upon a certificate signed by any director or officer of the relevant Security Party on behalf of the relevant Security Party; and 16.4.6 do anything which is in its opinion necessary or desirable to comply with any law or regulation in any jurisdiction.

Agent’s Rights. The Each Agent may: 16.4.1 (a) act under the Interim Finance Documents by or through its personnel, delegates or agents (and any indemnity given to, or received by, an Agent under this Agreement extends also to its personnel, delegates or agents who may rely on this provision); (b) except as expressly provided to the contrary in the exercise of any Interim Finance Document, refrain from exercising any right, remedy, power or discretion vested in it under the Interim Finance Documents until it has received instructions from the Majority Interim Lenders or, where relevant, all the Interim Lenders; (c) unless it has received notice to the contrary in accordance with this Agreement, treat the Interim Lender which makes available any portion of an Interim Loan as the person entitled to repayment of that portion (and any interest, fees or other amounts in relation to thereto); (d) notwithstanding any matter, or in any context, not expressly provided for by this Agreement or any other term of the other Security Documents, act or, as the case may bean Interim Finance Document, refrain from acting doing anything (including disclosing any information to any Interim Finance Party or authorise the Security Agent other person) which would or might in its opinion breach any law, regulation, court judgment or order or any confidentiality obligation, or otherwise render it liable to act any person, and it may do anything which is in its opinion necessary to comply with any such law, regulation, judgment, order or obligation; (e) assume that no Major Event of Default has occurred, unless it has received notice from another Party stating that a Major Event of Default has occurred and giving details of such Major Event of Default; (f) refrain from acting) acting in accordance with the instructions of the Banks and shall be fully protected in so doing; 16.4.2 unless and Majority Interim Lenders or all the Interim Lenders until it shall have received directions from the Majority Banks, take such action or, as the case may be, refrain from taking such action (or authorise the Security Agent to take or refrain from taking such action) in respect of a Default of which the Agent has actual knowledge as it shall deem advisable in the best interests of the Banks and the Swap Provider (but shall not be obliged to do so); 16.4.3 refrain from acting (or authorise the Security Agent to refrain from acting) in accordance with any instructions of the Banks to institute any legal proceedings arising out of or in connection with this Agreement or any of the other Security Documents until it and/or the Security Agent has been indemnified and/or secured to its satisfaction against any and all costs, expenses losses or liabilities (including legal feesfees and any associated VAT) which it would may sustain or might incur as a resultresult of so acting; 16.4.4 deem (g) rely on any notice or document believed by it to be genuine and treat correct and assume that (i) each Bank as the person entitled to the benefit of the Contribution of such Bank for all purposes of this Agreement unless any notice or document has been correctly and until a notice shall have been filed with the Agent pursuant to clause 15.3 appropriately authorised and shall have become effective, given and (ii) the office set opposite the name of each of the Banks in schedule 1 to be such Bank’s lending office, unless and until a written any notice of change of lending office shall have been received or request made by the Obligors' Agent is made on behalf of and with the Agent may act upon any such notice unless consent and until knowledge of all the same is superseded by a further such noticeObligors; 16.4.5 (h) rely as to matters of fact on any statement made by any person regarding any matter which might reasonably be expected to be within such person's knowledge or power to verify; (i) engage, obtain, rely on and pay for any legal, accounting or other expert advice or services which may seem necessary to it; (j) at any time, and it shall if instructed by the knowledge Majority Interim Lenders, convene a meeting of the Interim Lenders; (k) accept without enquiry (and has no obligation to check) any title which any Obligor may have to any asset intended to be the subject of any Security Party upon a certificate signed Interest to be created by any director or officer of the relevant Interim Security Party on behalf of the relevant Security PartyDocuments; and 16.4.6 do anything which is (l) deposit any title deeds, transfer documents, share certificates, Interim Security Document or any other documents in its opinion necessary or desirable to comply connection with any law of the assets charged by the Interim Security Documents with any bank or regulation financial institution or any company whose business includes undertaking the safe custody of deeds or documents or with any lawyer or firm of lawyers or other professional advisers (each, a custodian) and it shall not be responsible or liable for or be required to insure against any loss incurred in connection with any jurisdictionsuch deposit or the misconduct or default of any such custodian and it may pay all amounts required to be paid on account or in relation to any such deposit.

Agent’s Rights. The Agent may: 16.4.1 (a) in the exercise of any right, remedy, power or discretion in relation to any matter, or in any context, not expressly provided for by this Agreement or any of and/or the other Security DocumentsIntercreditor Agreement, act or, as the case may be, refrain from acting (or authorise the Security Agent to act or refrain from acting) in accordance with the instructions of the Banks Majority Banks, and shall be fully protected in so doing; 16.4.2 (b) unless and until it shall have received directions from the Majority BanksBanks or all the Banks as applicable under this Agreement and/or the Intercreditor Agreement, take such action oraction, as the case may be, or refrain from taking such action (or authorise the Security Agent to take or refrain from taking such action) in respect of a Default of which the Agent has actual knowledge as it shall deem advisable in the best interests of the Banks and the Swap Provider (but shall not be obliged to do so); 16.4.3 (c) refrain from acting (or authorise the Security Agent to refrain from acting) in accordance with any instructions of the Majority Banks to institute any legal proceedings arising out of or in connection with this Agreement or any of and/or the other Security Documents Intercreditor Agreement until it and/or the Security Agent has been indemnified and/or secured to its satisfaction against any and all costs, expenses or liabilities (including legal fees) which it would or might incur as a resultresult unless such costs, expenses or liabilities result from the Agent's gross negligence or wilful misconduct; 16.4.4 (d) deem and treat (i) each Bank as the person entitled to the benefit of the Contribution of such Bank for all purposes of this Agreement and the Intercreditor Agreement unless and until a notice Substitution Certificate shall have been filed with the Agent pursuant to clause 15.3 and shall have become effectiveAgent, and (ii) the office set opposite the name of each of Bank in Schedule 2 or, as the Banks case may be, in schedule 1 to be any relevant Substitution Certificate as such Bank’s 's lending office, office unless and until a written notice of change of lending office shall have been received by the Agent Agent; and the Agent may act upon any such notice unless and until the same is superseded by a further such notice; 16.4.5 (e) rely as to matters of fact which might reasonably be expected to be within the knowledge of any Security Party a Borrower upon a certificate signed by any director or officer of the relevant Security Party that Borrower on behalf of the relevant Security Partythat Borrower; and 16.4.6 (f) do anything which is in its opinion necessary or desirable to comply with any law or regulation in any jurisdiction.

Agent’s Rights. The Security Trustee and the Agent may: 16.4.1 in the exercise of any right, remedy, power or discretion in relation to any matter, or in any context, not expressly provided for by this Agreement or any of the other Security Documents, act or, as the case may be, refrain from acting (or authorise the Security Agent Trustee to act or refrain from acting) in accordance with the instructions of the Banks Lenders, and shall be fully protected in so doing; 16.4.2 unless and until it shall have has received directions from the Majority BanksLenders, take such action or, as the case may be, refrain from taking such action (or authorise the Security Agent Trustee to take or refrain from taking such action) in respect of a Default of which the Agent has actual knowledge as it shall deem consider advisable in the best interests of the Banks and the Swap Provider Lenders (but shall not be obliged to do so); 16.4.3 refrain from acting (or authorise the Security Agent Trustee to refrain from acting) in accordance with any instructions of the Banks Lenders to institute any legal proceedings Proceedings arising out of or in connection with this Agreement or any of the other Security Documents until it and/or the Security Agent Trustee has been indemnified and/or secured to its satisfaction against any and all costs, expenses or liabilities (including legal fees) which it would or might incur as a result; 16.4.4 deem and treat (i) each Bank Lender as the person entitled to the benefit of the Contribution of such Bank Lender for all purposes of this Agreement unless and until a notice shall have been filed with the Agent pursuant to clause 15.3 and shall have become effective, and (ii) the office set opposite the name of each of the Banks Lenders in schedule 1 to be such Bank’s as its lending office, office unless and until a written notice of change of lending office shall have been received by the Agent and the Agent may act upon any such notice unless and until the same is superseded by a further such notice; 16.4.5 rely as to matters of fact which might reasonably be expected to be within the knowledge of any Security Party upon a certificate signed by any director or officer of the relevant Security Party on behalf of the relevant Security Party; and 16.4.6 do anything which is in its opinion necessary or desirable to comply with any law or regulation in any jurisdiction.