Common use of Agent’s Rights Clause in Contracts

Agent’s Rights. Each Agent may: (a) perform any of its duties, obligations and responsibilities under the Senior Finance Documents by or through its personnel, delegates or agents (on the basis that each Agent may extend the benefit of any indemnity received by it under this agreement to its personnel, delegates or agents); (b) except as expressly provided to the contrary in any Senior Finance Document, refrain from exercising any right, power or discretion vested in it under the Senior Finance Documents until it has received instructions from the Majority Lenders or, where relevant, all the Lenders; (c) unless it has received notice to the contrary, treat the Lender which makes available any portion of a Drawing as the person entitled to repayment of that portion; (d) refrain from doing anything which would or might in its opinion be contrary to any law, regulation or judgement 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 such law, regulation or judgement; (e) assume that no Default has occurred, unless an officer of that Agent while active on the account of the Parent acquires actual knowledge to the contrary; (f) refrain from taking any step (or further step) to protect or enforce the rights of any Lender under any Senior Finance Document until it has been indemnified and/or secured to its satisfaction against all losses, (including legal fees) which it would or might sustain or incur as a result; (g) rely on any communication or document believed by it to be genuine and correct and to have been communicated or signed by the person to whom it purports to be communicated or by whom it purports to be signed; (h) rely as to any matter of fact which might reasonably be expected to be within the knowledge of any Group Company in a statement by or on behalf of that Group Company; (i) obtain and pay for any legal or other expert advice or services which may seem necessary or desirable to it and rely on any such advice; (j) accept without enquiry any title which an Obligor may have to any asset intended to be the subject of the security created by the Security Documents; and (k) hold or deposit any title deeds, Security Documents or any other documents in connection with any of the assets charged by the Security Documents with any banker or 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 such holding or deposit and it may pay all amounts required to be paid on account or in relation to any such deposit.

Agent’s Rights. Each Agent may: (a) perform any of its duties, obligations and responsibilities under the Senior Finance Documents by or through its personnel, delegates or agents (on the basis that each Agent may extend the benefit of any indemnity received by it under this agreement to its personnel, delegates or agents); (b) except as expressly provided to the contrary in any Senior Finance Document, refrain from exercising any right, power or discretion vested in it under the Senior Finance Documents until it has received instructions from the Majority Lenders or, where relevant, all the Lenders; (c) unless it has received notice to the contrary, treat the Lender which makes available any portion of a Drawing as the person entitled to repayment of that portion; (d) refrain from doing anything which would or might in its opinion be contrary to any law, regulation or judgement 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 such law, regulation or judgementjudgment; (e) assume that no Default has occurred, unless an officer of that Agent while active on the account of the Parent acquires actual knowledge to the contrary; (f) refrain from taking any step (or further step) to protect or enforce the rights of any Lender under any Senior Finance Document until it has been indemnified and/or secured to its satisfaction against all losses, (including legal fees) which it would or might sustain or incur as a result; (g) rely on any communication or document believed by it to be genuine and correct and to have been communicated or signed by the person to whom it purports to be communicated or by whom it purports to be signed; (h) rely as to any matter of fact which might reasonably be expected to be within the knowledge of any Group Company in a statement by or on behalf of that Group Company; (i) obtain and pay for any legal or other expert advice or services which may seem necessary or desirable to it and rely on any such advice; (j) accept without enquiry any title which an Obligor may have to any asset intended to be the subject of the security created by the Security Documents; and (k) hold or deposit any title deeds, Security Documents or any other documents in connection with any of the assets charged by the Security Documents with any banker or 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 such holding or deposit and it may pay all amounts required to be paid on account or in relation to any such deposit.

Agent’s Rights. Each Agent may: (a) perform any of its duties, obligations and responsibilities act under the Senior Finance Interim Documents by or through its personnel or agents (and any indemnity given to, or received by, an Agent under this Agreement extends also its personnel, delegates or agents (who may rely on the basis that each Agent may extend the benefit of any indemnity received by it under this agreement to its personnel, delegates or agentsprovision); (b) except as expressly provided to the contrary in any Senior Finance Interim Document, refrain from exercising any right, power or discretion vested in it under the Senior Finance 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 contrarycontrary in accordance with this Agreement, treat the Interim Lender which makes available any portion of a Drawing an Interim Term Loan as the person entitled to repayment of that portionportion (and any interest, fees or other amounts in relation thereto); (d) notwithstanding any other term of an Interim Document, refrain from doing anything (including disclosing any information) which would or might would, in its opinion be contrary to opinion, constitute a breach of any law, law or regulation or judgement be otherwise actionable at the suit of any court of any jurisdiction or otherwise render it liable to any person person, and may do anything which is which, in its opinion opinion, is necessary or desirable to comply with any such law, regulation law or judgementregulation; (e) assume that no Major Default has occurred, unless an officer it has received notice from another Party stating that a Major Default has occurred and giving details of that Agent while active on the account of the Parent acquires actual knowledge to the contrarysuch Major Default; (f) refrain from taking any step acting in accordance with the instructions of the Majority Interim Lenders or all the Interim Lenders (or further stepas applicable) to protect or enforce the rights of any Lender under any Senior Finance Document until it has been indemnified and/or secured to its satisfaction against all losses, losses or liabilities (including legal fees) which it would or might may sustain or incur as a resultresult of so acting; (g) rely on any communication notice or document believed by it to be genuine and correct and to have assume that any notice or document has been communicated or signed by the person to whom it purports to be communicated or by whom it purports to be signedcorrectly and appropriately authorised and given; (h) rely as to on any statement made by any person regarding any matter of fact which might reasonably be expected to be within the such person’s knowledge of any Group Company in a statement by or on behalf of that Group Companypower to verify; (i) obtain engage, obtain, rely on and pay for any legal legal, accounting or other expert advice or services which may seem necessary or desirable to it and rely on any such adviceit; (j) at any time, and it shall if instructed by the Majority Interim Lenders, convene a meeting of the relevant 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 the security any Security Interest to be created by the Security Documents; and (k) hold or and deposit any title deeds, transfer documents, Security Documents or any other documents in connection with any of the assets charged by the Security Documents with any banker bank or banking company 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 such holding deposit or deposit 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. Each The Agent may: (a) perform any of its duties, obligations and responsibilities under in the Senior Finance Documents by or through its personnel, delegates or agents (on the basis that each Agent may extend the benefit exercise of any indemnity received right, remedy, power or discretion in relation to any matter, or in any context, not expressly provided for by it under this agreement to its personnelAgreement, delegates or agents)act or, as the case may be, refrain from acting in accordance with the instructions of the Majority Banks, and shall be fully protected in so doing; (b) except as expressly provided to the contrary in any Senior Finance Document, refrain from exercising any right, power or discretion vested in it under the Senior Finance Documents unless and until it has shall have received instructions directions from the Majority Lenders orBanks, where relevanttake such action, all or refrain from taking such action in respect of a Default of which the LendersAgent has actual knowledge as it shall deem advisable in the best interests of the Banks (but shall not be obliged to do so); (c) unless it has received notice to the contrary, treat the Lender which makes available any portion of a Drawing as the person entitled to repayment of that portion; (d) refrain from doing anything which would or might acting in its opinion be contrary to any law, regulation or judgement 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 accordance with any such law, regulation or judgement; (e) assume that no Default has occurred, unless an officer of that Agent while active on the account instructions of the Parent acquires actual knowledge Majority Banks to institute, or to instruct the contrary; (f) refrain from taking Security Agent to institute any step (legal proceedings arising out of or further step) to protect or enforce in connection with this Agreement and/or the rights of any Lender under any Senior Finance Document Security Documents until it and/or the Security Agent, has been indemnified and/or secured to its satisfaction against any and all lossescosts, expenses or liabilities (including legal fees) which it and/or the Security Agent would or might sustain or incur as a result; (gd) rely on any communication or document believed by it deem and treat (i) each Bank as the person entitled to be genuine the benefit of the Contribution of such Bank for all purposes of this Agreement and correct the Security Documents unless and to until a Transfer Certificate shall have been communicated or signed filed with the Agent and shall have become effective, and (ii) the office set opposite the name of each Bank in part A of schedule 1 or, as the case may be, in any relevant Transfer Certificate as such Bank's lending office unless and until a written notice of change of lending office shall have been received by the person to whom it purports to be communicated or Agent; and the Agent may act upon any such notice unless and until the same is superseded by whom it purports to be signeda further such notice; (he) rely as to any matter matters of fact which might reasonably be expected to be within the knowledge of any Group Company in Obligor upon a statement certificate signed by or any director of the relevant Obligor on behalf of that Group Company;such Obligor; and (if) obtain refrain from doing anything which would, or might in its opinion, be contrary to any law or regulation of any jurisdiction and pay for any legal or other expert advice or services may do anything which may seem is in its opinion necessary or desirable to it and rely on any such advice; (j) accept without enquiry any title which an Obligor may have to any asset intended to be the subject of the security created by the Security Documents; and (k) hold or deposit any title deeds, Security Documents or any other documents in connection with any of the assets charged by the Security Documents with any banker or 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 comply with any such holding law or deposit and it may pay all amounts required to be paid on account or in relation to any such depositregulation.

Agent’s Rights. Each The Agent may: (a) perform any of its duties, obligations and responsibilities under in the Senior Finance Documents by or through its personnel, delegates or agents (on the basis that each Agent may extend the benefit exercise of any indemnity received right, remedy, power or discretion in relation to any matter, or in any context, not expressly provided for by it under this agreement to its personnelAgreement or any relevant Security Document, delegates or agents)act or, as the case may be, refrain from acting in accordance with the instructions of the Majority Banks, and shall be fully protected in so doing; (b) except as expressly provided to the contrary in any Senior Finance Document, refrain from exercising any right, power or discretion vested in it under the Senior Finance Documents unless and until it has shall have received instructions directions from the Majority Lenders or, where relevant, Banks or all the LendersBanks as applicable under this Agreement, take such action, 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 (but shall not be obliged to do so); (c) unless it has received notice to the contrary, treat the Lender which makes available any portion of a Drawing as the person entitled to repayment of that portion; (d) refrain from doing anything which would or might acting in its opinion be contrary to any law, regulation or judgement 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 accordance with any such law, regulation or judgement; (e) assume that no Default has occurred, unless an officer of that Agent while active on the account instructions of the Parent acquires actual knowledge Majority Banks to the contrary; (f) refrain from taking institute any step (legal proceedings arising out of or further step) to protect in connection with this Agreement or enforce the rights of any Lender under any Senior Finance relevant Security Document until it has been indemnified and/or secured to its satisfaction against any and all lossescosts, expenses or liabilities (including legal fees) which it would or might sustain or incur as a resultresult unless such costs, expenses or liabilities result from the Agent's gross negligence or wilful misconduct; (gd) rely on any communication or document believed by it deem and treat (i) each Bank as the person entitled to be genuine the benefit of the Contribution of such Bank for all purposes of this Agreement unless and correct and to until a Substitution Certificate shall have been communicated or signed filed with the Agent, and (ii) the office set opposite the name of each Bank in schedule 2 or, as the case may be, in any relevant Substitution Certificate as such Bank's lending office unless and until a written notice of change of lending office shall have been received by the person to whom it purports to be communicated or Agent; and the Agent may act upon any such notice unless and until the same is superseded by whom it purports to be signeda further such notice; (he) rely as to any matter matters of fact which might reasonably be expected to be within the knowledge of a Borrower upon a certificate signed by any Group Company in a statement by or director of that Borrower on behalf of that Group Company;Borrower; and (if) obtain and pay for any legal or other expert advice or services do anything which may seem is in its opinion necessary or desirable to it and rely on any such advice; (j) accept without enquiry any title which an Obligor may have to any asset intended to be the subject of the security created by the Security Documents; and (k) hold or deposit any title deeds, Security Documents or any other documents in connection comply with any of the assets charged by the Security Documents with law or regulation in any banker or 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 such holding or deposit and it may pay all amounts required to be paid on account or in relation to any such depositjurisdiction.

Agent’s Rights. Each Agent may: (a) perform any of its duties, obligations and responsibilities act under the Senior Finance Interim Documents by or through its personnel, delegates or agents (on the basis that each Agent may extend the benefit of and any indemnity given to, or received by it by, an Agent under this agreement Agreement extends also to its personnel, delegates or agentsagents who may rely on this provision); (b) except as expressly provided to the contrary in any Senior Finance Interim Document, refrain from exercising any right, power or discretion vested in it under the Senior Finance 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 contrarycontrary in accordance with this Agreement, treat the Interim Lender which makes available any portion of a Drawing an Interim Loan as the person entitled to repayment of that portionportion (and any interest, fees or other amounts in relation thereto); (d) notwithstanding any other term of an Interim Document, refrain from doing anything (including disclosing any information to any Interim Finance Party or other person) which would or might in its opinion be contrary to breach any law, regulation regulation, court judgment or judgement of order or any court of any jurisdiction confidentiality obligation, or otherwise render it liable to any person person, and it may do anything which is in its opinion necessary to comply with any such law, regulation regulation, judgment, order or judgementobligation; (e) assume that no Major Event of Default has occurred, unless an officer it has received notice from another Party stating that a Major Event of that Agent while active on the account Default has occurred and giving details of the Parent acquires actual knowledge to the contrarysuch Major Event of Default; (f) refrain from taking any step (acting in accordance with the instructions of the Majority Interim Lenders or further step) to protect or enforce all the rights of any Lender under any Senior Finance Document Interim Lenders until it has been indemnified and/or secured to its satisfaction against all lossescosts, losses or liabilities (including legal feesfees and any associated VAT) which it would or might may sustain or incur as a resultresult of so acting; (g) rely on any communication notice or document believed by it to be genuine and correct and to have assume that any notice or document has been communicated or signed by the person to whom it purports to be communicated or by whom it purports to be signedcorrectly and appropriately authorised and given; (h) rely as to on any statement made by any person regarding any matter of fact which might reasonably be expected to be within the such person’s knowledge of any Group Company in a statement by or on behalf of that Group Companypower to verify; (i) obtain engage, obtain, rely on and pay for any legal legal, accounting or other expert advice or services which may seem necessary or desirable to it and rely on any such adviceit; (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 any Obligor may have to any asset intended to be the subject of the security any Security Interest to be created by the Interim Security Documents; and (kl) hold or deposit any title deeds, transfer documents, share certificates, Interim Security Documents or any other documents in connection with any of the assets charged by the Interim Security Documents with any banker bank or banking company 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 such holding deposit or deposit 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. Each The Agent may: (a) perform any of its duties, obligations and responsibilities under in the Senior Finance Documents by or through its personnel, delegates or agents (on the basis that each Agent may extend the benefit exercise of any indemnity received right, remedy, power or discretion in relation to any matter, or in any context, not expressly provided for by it under this agreement to its personnelAgreement, delegates or agents)act or, as the case may be, refrain from acting in accordance with the instructions of the Majority Banks, and shall be fully protected in so doing; (b) except as expressly provided to the contrary in any Senior Finance Document, refrain from exercising any right, power or discretion vested in it under the Senior Finance Documents unless and until it has shall have received instructions directions from the Majority Lenders orBanks, where relevanttake such action, all or refrain from taking such action, in respect of a Default of which the LendersAgent has actual knowledge as it shall deem advisable in the best interests of the Banks (but shall not be obliged to do so); (c) unless it has received notice to the contrary, treat the Lender which makes available any portion of a Drawing as the person entitled to repayment of that portion; (d) refrain from doing anything which would or might acting in its opinion be contrary to any law, regulation or judgement 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 accordance with any such law, regulation or judgement; (e) assume that no Default has occurred, unless an officer of that Agent while active on the account instructions of the Parent acquires actual knowledge Majority Banks to institute any legal proceedings arising out of or in connection with this Agreement and/or the contrary; (f) refrain from taking any step (or further step) to protect or enforce the rights of any Lender under any Senior Finance Document Intercreditor Agreement until it has been indemnified and/or secured to its satisfaction against any and all lossescosts, expenses or liabilities (including legal fees) which it would or might sustain or incur as a result; (gd) rely on any communication or document believed by it deem and treat (i) each Bank as the person entitled to be genuine the benefit of the Contribution of such Bank for all purposes of this Agreement and correct the Intercreditor Agreement unless and to until a Substitution Certificate shall have been communicated or signed filed with the Agent and shall have become effective, and (ii) the office set opposite the name of each Bank in Schedule 1 or, as the case may be, in any relevant Substitution Certificate as such Bank's lending office unless and until a written notice of change of lending office shall have been received by the person to whom it purports to be communicated or Agent; and the Agent may act upon any such notice unless and until the same is superseded by whom it purports to be signed;a further such notice; 77 (he) rely as to any matter matters of fact which might reasonably be expected to be within the knowledge of the Borrower upon a certificate signed by any Group Company in a statement by or director of the Borrower on behalf of that Group Company;the Borrower; and (if) obtain refrain from doing anything which would, or might in its opinion, be contrary to any law or regulation of any jurisdiction and pay for any legal or other expert advice or services may do anything which may seem is in its opinion necessary or desirable to it and rely on any such advice; (j) accept without enquiry any title which an Obligor may have to any asset intended to be the subject of the security created by the Security Documents; and (k) hold or deposit any title deeds, Security Documents or any other documents in connection with any of the assets charged by the Security Documents with any banker or 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 comply with any such holding law or deposit and it may pay all amounts required to be paid on account or in relation to any such depositregulation.

Agent’s Rights. Each The Agent may: (a) perform any of its duties, obligations and responsibilities under in the Senior Finance Documents by or through its personnel, delegates or agents (on the basis that each Agent may extend the benefit exercise of any indemnity received right, remedy, power or discretion in relation to any matter, or in any context, not expressly provided for by it under this agreement to its personnelAgreement, delegates or agents)act or, as the case may be, refrain from acting in accordance with the instructions of the Majority Lenders, and shall be fully protected in so doing; (b) except as expressly provided to the contrary in any Senior Finance Document, refrain from exercising any right, power or discretion vested in it under the Senior Finance Documents unless and until it has shall have received instructions directions from the Majority Lenders, take such action, 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 Lenders or, where relevant, all the Lenders(but shall not be obliged to do so); (c) unless it has received notice to the contrary, treat the Lender which makes available any portion of a Drawing as the person entitled to repayment of that portion; (d) refrain from doing anything which would or might acting in its opinion be contrary to any law, regulation or judgement 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 accordance with any such law, regulation or judgement; (e) assume that no Default has occurred, unless an officer of that Agent while active on the account instructions of the Parent acquires actual knowledge Majority Lenders to institute, or to instruct the contrary; (f) refrain from taking Security Trustee to institute any step (legal proceedings arising out of or further step) to protect or enforce in connection with this Agreement and/or the rights of any Lender under any Senior Finance Document Security Documents until it and/or the Security Trustee has been indemnified and/or secured to its satisfaction against any and all lossescosts, expenses or liabilities (including legal fees) which it and/or the Security Trustee would or might sustain or incur as a result; (gd) rely on any communication or document believed by it deem and treat (i) each Lender as the Person entitled to be genuine the benefit of the Contribution of such Lender for all purposes of this Agreement and correct the Security Documents unless and to until a Transfer Certificate shall have been communicated or signed filed with the Agent and shall have become effective, and (ii) the office set opposite the name of each Lender in schedule 1 or, as the case may be, in any relevant Transfer Certificate as such Lender's lending office unless and until a written notice of change of lending office shall have been received by the person to whom it purports to be communicated or Agent; and the Agent may act upon any such notice unless and until the same is superseded by whom it purports to be signeda further such notice; (he) rely as to any matter matters of fact which might reasonably be expected to be within the knowledge of any Group Company in Security Provider upon a statement certificate signed by or any director of the relevant Security Provider on behalf of that Group Company;such Security Provider; and (if) obtain refrain from doing anything which would, or might in its opinion, be contrary to any law or regulation of any jurisdiction and pay for any legal or other expert advice or services may do anything which may seem is in its opinion necessary or desirable to it and rely on any such advice; (j) accept without enquiry any title which an Obligor may have to any asset intended to be the subject of the security created by the Security Documents; and (k) hold or deposit any title deeds, Security Documents or any other documents in connection with any of the assets charged by the Security Documents with any banker or 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 comply with any such holding law or deposit and it may pay all amounts required to be paid on account or in relation to any such depositregulation.

Agent’s Rights. Each The Agent may: (a1) perform any of its duties, obligations and responsibilities under the Senior Finance Documents this Agreement by or through its personnel, delegates or agents (on the basis that each Agent may extend the benefit of any indemnity received by it under this agreement to its personnel, delegates personnel or agents); (b2) except as expressly provided to the contrary in any Senior Finance Document, refrain from exercising any right, power or discretion vested in it under the Senior Finance Documents this Agreement until it has received instructions from the Majority Lenders oras to whether (and, where relevantif it is to be, the way in which) it is to be exercised and shall in all the Lenderscases be fully protected when acting, or (if so instructed) refraining from acting, in accordance with such instructions; (c3) unless it has received notice to the contrary, treat (a) the Lender which makes available any portion share of a Drawing the Loan as the person entitled to repayment of that portionshare unless all or part of it has been transferred (or the Agent has received a notice of the assignment of all or part of it) in accordance with Clause 23(C) and (b) the office set out under a Lender's name at the end of this Agreement (or, as the case may be, set out in the relevant Transfer Notice or notice of assignment) as its Lending Office unless the Agent has received from that Lender a notice of change of Lending Office in accordance with Clause 23(D), and may act on any such transfer or notice until it is superseded by a further transfer or notice; (d4) refrain from doing anything which would or might in its opinion be contrary to any law, regulation law or judgement any directive of any court agency of any jurisdiction 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 law or judgementdirective; (e5) assume that no Default Termination Event has occurred, occurred unless an officer of that Agent the Agent, while active on the account of the Parent any Obligor, acquires actual knowledge to the contrary; (f6) refrain from taking any step (or further step) to protect or enforce the rights of any Lender person under any Senior Finance Document this Agreement until it 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; (g7) rely on any communication communication, certificate, legal opinion or other document believed by it to be genuine and correct and assume that any person notified to have been communicated or signed it by an Obligor as duly authorised to take any action contemplated by this Agreement remains so authorised until it has received notice to the person to whom it purports to be communicated or by whom it purports to be signedcontrary from that Obligor; (h) 8) rely as to any matter of fact which might reasonably be expected to be within the knowledge of any Group Company in an Obligor on a statement by or on behalf of that Group CompanyObligor; (i9) obtain and pay for any such legal or other expert advice or services which as may to it seem necessary or desirable to it and rely on any such advice; (j10) accept retain for its own benefit and without enquiry liability to account any title which an Obligor may have to any asset intended to be the subject of the security created fee or other sum receivable by the Security Documentsit for its own account; and (k11) hold accept deposits from, lend money to, provide any advisory or deposit other services to or engage in any title deeds, Security Documents kind of banking or other business with any party to this Agreement or any other documents in connection with any of the assets charged by the Security Documents with any banker or banking company subsidiary or any associated 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 such holding or deposit and it party (and, in each case, may pay all amounts required do so without liability to be paid on account or in relation to any such depositaccount).

Agent’s Rights. Each Agent may: (a) perform any of its duties, obligations and responsibilities act under the Senior Finance Interim Documents by or through its personnel, delegates or agents (on the basis that each Agent may extend the benefit of and any indemnity given to or received by it an Agent under this agreement Agreement extends also to its personnel, delegates or agentsagents who may rely on this provision); (b) except as expressly provided to the contrary in any Senior Finance Interim Document, refrain from exercising any right, power or discretion vested in it under the Senior Finance 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 contrarycontrary in accordance with this Agreement, treat the Interim Lender which makes available any portion of a Drawing an Interim Loan as the person entitled to repayment of that portionportion (and any interest, fees or other amounts in relation thereto); (d) notwithstanding any other term of an Interim Document, refrain from doing anything (including disclosing any information to any Interim Finance Party or other person) which would or might in its opinion be contrary to breach any law, regulation regulation, court judgment or judgement of order or any court of any jurisdiction confidentiality obligation, or otherwise render it liable to any person person, and it may do anything which is in its opinion necessary to comply with any such law, regulation regulation, judgment, order or judgementobligation; (e) assume that no Major Event of Default has occurred, unless an officer it has received notice from another Party stating that a Major Event of that Agent while active on the account Default has occurred and giving details of the Parent acquires actual knowledge to the contrarysuch Major Event of Default; (f) refrain from taking any step (acting in accordance with the instructions of the Majority Interim Lenders or further step) to protect or enforce all the rights of any Lender under any Senior Finance Document Interim Lenders until it has been indemnified and/or secured to its satisfaction against all losses, losses or liabilities (including legal feesfees and any associated VAT) which it would or might may sustain or incur as a resultresult of so acting; (g) rely on any communication notice or document believed by it to be genuine and correct and to have assume that any notice or document has been communicated or signed by the person to whom it purports to be communicated or by whom it purports to be signedcorrectly and appropriately authorised and given; (h) rely as to on any statement made by any person regarding any matter of fact which might reasonably be expected to be within the such person’s knowledge of any Group Company in a statement by or on behalf of that Group Companypower to verify; (i) obtain engage, obtain, rely on and pay for any legal legal, accounting or other expert advice or services which may seem necessary or desirable to it and rely on any such adviceit; (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 the Company may have to any asset intended to be the subject of the security any Security Interest to be created by the Interim Security Documents; and (kl) hold or deposit any title deeds, transfer documents, share certificates, Interim Security Documents or any other documents in connection with any of the assets charged by the Interim Security Documents with any banker bank or banking company 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 advisors (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 such holding deposit or deposit 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. Each Agent may: (a) perform any of its duties, obligations and responsibilities under the Senior Finance Documents by or through its personnel, delegates or agents (on the basis that each Agent may extend the benefit of any indemnity received by it under this agreement to its personnel, delegates or agents); (b) except as expressly provided to the contrary in any Senior Finance Document, refrain from exercising any right, power or discretion vested in it under the Senior Finance Documents until it has received instructions from the Majority Lenders or, where relevant, all the Lenders; (c) unless it has received notice to the contrary, treat the Lender which makes available any portion of a Drawing as the person entitled to repayment of that portion; (d) refrain from doing anything which would or might in its opinion be contrary to any law, regulation or judgement 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 such law, regulation or judgementjudgment; (e) assume that no Default has occurred, unless an officer of that Agent while active on the account of the Parent Bidco 2 acquires actual knowledge to the contrary; (f) refrain from taking any step (or further step) to protect or enforce the rights of any Lender under any Senior Finance Document until it has been indemnified and/or secured to its satisfaction against all losses, losses (including legal fees) which it would or might sustain or incur as a result; (g) rely on any communication or document believed by it to be genuine and correct and to have assume that any communication or document has been communicated or signed by the person to by whom it purports to be communicated or by whom it purports to be signed; (h) rely as to any matter of fact which might reasonably be expected to be within the knowledge of any Group Company in a statement by or on behalf of that Group Company; (i) obtain and pay for any legal or other expert advice or services which may seem necessary or desirable to it and rely on any such advice; (j) accept without enquiry any title which an Obligor may have to any asset intended to be the subject of the security created by the Security Documents; and; (k) hold or deposit any title deeds, Security Documents or any other documents in connection with any of the assets charged by the Security Documents with any banker or 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 such holding or deposit and it may pay all amounts required to be paid on account or in relation to any such deposit; and (l) act (or refrain from acting) in what it believes to be the best interests of the Lenders in circumstances where it has been unable, or it is not practicable, to obtain the instructions of the Lenders or the Majority Lenders (as the case may be).

Agent’s Rights. Each The Agent may: (a) perform any of its duties, obligations and responsibilities functions under the Senior Finance Documents this Agreement by or through its personnel, delegates or agents (on the basis that each Agent may extend the benefit of any indemnity received by it under this agreement to its personnel, delegates personnel or agents); (b) except as expressly provided to the contrary in any Senior Finance Document, refrain from exercising any right, power or discretion vested in it under the Senior Finance Documents this Agreement until it has received instructions from the Majority Lenders oras to whether (and, where relevantif so, how) it is to be exercised and shall in all cases be fully protected when acting, or (if so instructed) refraining from acting, in accordance with instructions from the Majority Lenders; (c) unless it has received notice to the contrary, treat (a) the Lender which makes available any portion share of a Drawing an Advance as the person Person entitled to repayment of that portionshare unless all or part of it has been transferred (or the Agent has received notice of assignment of all or part of it) in accordance with Clause 26.3 (Transfer or Assignment byLenders) and (b) the office notified by a Lender to the Agent for this purpose before the signing of this Agreement (or, as the case may be, set out in the relevant Transfer Notice or notice of assignment) as its Facility Office unless the Agent has received from that Lender a notice of change of Facility Office in accordance with Clause 26.4 (Facility Offices). The Agent may act on any such notice until it is superseded by a further notice; (d) refrain from disclosing any document or information if such disclosure (and may refrain from doing anything which else which) would or might in its opinion be contrary to any lawlaw or Directive, regulation or judgement be a breach of any court duty of any jurisdiction secrecy or confidentiality or otherwise render it liable to any person Person and may do anything which is in its opinion necessary to comply with any such law, regulation law or judgementDirective; (e) assume that no Event of Default, Potential Event of Default or Early Repayment Event has occurred, occurred unless an officer of that Agent while active on the account Agent, in performing the Agent’s functions under this Agreement, is notified of the Parent contrary or in relation to payments only, acquires actual knowledge to the contrary;; and (f) refrain from taking any step (or further step) to protect or enforce the rights of any Lender Person under any Senior Finance Document this Agreement until it 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; (g) rely on any communication or document believed by it to be genuine and correct and to have been communicated or signed by the person to whom it purports to be communicated or by whom it purports to be signed; (h) rely as to any matter of fact which might reasonably be expected to be within the knowledge of any Group Company in a statement by or on behalf of that Group Company; (i) obtain and pay for any legal or other expert advice or services which may seem necessary or desirable to it and rely on any such advice; (j) accept without enquiry any title which an Obligor may have to any asset intended to be the subject of the security created by the Security Documents; and (k) hold or deposit any title deeds, Security Documents or any other documents in connection with any of the assets charged by the Security Documents with any banker or 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 such holding or deposit and it may pay all amounts required to be paid on account or in relation to any such deposit.

Agent’s Rights. Each The Agent may: (a) perform any of its duties, obligations and responsibilities functions under the Senior Finance Documents this Agreement by or through its personnel, delegates or agents (on the basis that each Agent may extend the benefit of any indemnity received by it under this agreement to its personnel, delegates personnel or agents); (b) except as expressly provided to the contrary in any Senior Finance Document, refrain from exercising any right, power or discretion vested in it under the Senior Finance Documents this Agreement until it has received instructions from the Majority Lenders orBanks as to whether (and, where relevantif so, how) it is to be exercised and shall in all cases be fully protected when acting, or (if so instructed) refraining from acting, in accordance with instructions from the Lenders;Majority Banks (c) unless it has received notice to treat (a) the contrary, treat the Lender Bank which makes available any portion share of a Drawing an Advance as the person Person entitled to repayment of that portion;share unless all or part of it has been novated (or the Agent has received notice of assignment of all or part of it) in accordance with Clause 27.3 (Banks) and (b) the office notified by a Bank to the Agent for this purpose before the signing of this Agreement (or, as the case may be, set out in the relevant Novation Notice or notice of assignment) as its Facility Office unless the Agent has received from that Bank a notice of change of Facility Office in accordance with Clause 27.4 (Facility Offices). The Agent may act on any such notice until it is superseded by a further notice (d) refrain from disclosing any document or information if such disclosure (and may refrain from doing anything which else which) would or might in its opinion be contrary to any lawlaw or Directive, regulation or judgement be a breach of any court duty of any jurisdiction secrecy or confidentiality or otherwise render it liable to any person Person and may do anything which is in its opinion necessary to comply with any such law, regulation law or judgement;Directive (e) assume that no Event of Default or Potential Event of Default has occurred, occurred unless an officer of that Agent while active on the account Agent, in performing the Agent’s functions under this Agreement, is notified of the Parent contrary or in relation to payments only, acquires actual knowledge to the contrary;contrary and (f) refrain from taking any step (or further step) to protect or enforce the rights of any Lender Person under any Senior Finance Document this Agreement until it 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; (g) rely on any communication or document believed by it to be genuine and correct and to have been communicated or signed by the person to whom it purports to be communicated or by whom it purports to be signed; (h) rely as to any matter of fact which might reasonably be expected to be within the knowledge of any Group Company in a statement by or on behalf of that Group Company; (i) obtain and pay for any legal or other expert advice or services which may seem necessary or desirable to it and rely on any such advice; (j) accept without enquiry any title which an Obligor may have to any asset intended to be the subject of the security created by the Security Documents; and (k) hold or deposit any title deeds, Security Documents or any other documents in connection with any of the assets charged by the Security Documents with any banker or 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 such holding or deposit and it may pay all amounts required to be paid on account or in relation to any such deposit.

Agent’s Rights. Each Agent may: (a) perform any of its duties, obligations and responsibilities under the Senior Finance Documents by or through its personnel, delegates or agents (on the basis that each such Agent may extend the benefit of any indemnity received by it under this agreement hereunder to its personnel, delegates or agents); (b) except as expressly provided to the contrary in any Senior Finance Document, refrain from exercising any right, power or discretion vested in it under the Senior Finance Documents until it has received instructions from the relevant Majority Lenders or, where relevant, all the Lenders; (c) unless it has received notice in writing to the contrary, contrary treat (i) the Lender which makes available any portion of a Drawing an Advance as the person entitled to repayment of that portionportion and (ii) the office referred to under a Lender's name in Schedule 1 (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; (d) refrain from doing anything which would or might in its opinion be contrary to any law, regulation Applicable Law or judgement of any court of any jurisdiction Award 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 Applicable Law or judgementAward; (e) assume that no Default has occurred, occurred unless an officer of that such Agent while active on the account of the Parent Facilities acquires actual knowledge to the contrary; (f) refrain from taking any step (or further step) to protect or enforce the rights of any Lender under this agreement or any of the other Senior Finance Document Documents until it has been indemnified and/or secured to its satisfaction against any and all losses, losses (including legal feesfees and expenses) which it would or might sustain or incur as a result; (g) rely on any communication or document believed by it to be genuine and correct and to have been communicated or signed by the person to from whom it purports to be communicated or by whom it purports to be and signed; (h) rely as to any matter of fact which might reasonably be expected to be within the knowledge of any Group Company in Obligor on a statement by or on behalf of that Group Companysuch Obligor; (i) obtain and pay for any such legal or other expert advice or services which as may seem necessary to it or desirable to it and rely on any such advice; (j) accept without enquiry any title which an Obligor may have to any asset intended to be the subject of the security created by the Security Documents; and (k) hold or deposit any title deeds, Security Documents or any other documents in connection with any of the assets charged by the Security Documents with any banker or 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 such holding or deposit and it may pay all amounts required to be paid on account or in relation to any such deposit.

Agent’s Rights. Each The Agent may: (a) perform any of its duties, obligations and responsibilities under the Senior Finance Documents this Agreement and any other document delivered or contemplated under this Agreement by or through its personnel, delegates or agents (on the basis that each Agent may extend the benefit of any indemnity received by it under this agreement to its personnel, delegates personnel or agents); (b) except as expressly provided to the contrary in any Senior Finance Document, refrain from exercising any right, power or discretion vested in it under the Senior Finance Documents this Agreement until it has received instructions from the Majority Lenders oras to whether (and, where relevantif it is to be, the way in which) it is to be exercised and shall in all cases be fully protected when acting, or (if so instructed) refraining from acting, in accordance with instructions from the Majority Lenders; (c) treat in the case of the Initial Lenders, the office set out at the end of this Agreement as its Facility Office and in the case of any other Lender, the office specified by it as such as its Facility Office unless it the Agent has received from that Lender a notice to of change of Facility Office in accordance with the contraryprovisions of this Agreement, treat the Lender which makes available and may act on any portion of such notice until it is superseded by a Drawing as the person entitled to repayment of that portionfurther such notice; (d) refrain from doing anything which would or might in its opinion be contrary to any law, regulation or judgement of any court law of any jurisdiction or any directive of any agency or 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 law or judgementdirective; (e) assume that no Event of Default or Default has occurred, occurred unless an officer of that Agent the Agent, while active on the account of the Parent Borrower, acquires actual knowledge to the contrarycontrary but shall upon its becoming aware of the occurrence of an Event of Default immediately notify each of the Lenders; (f) refrain from taking any step (or further step) to protect or enforce the rights of any Lender under any Senior Finance Document this Agreement until it 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 resultresult of such step; (g) without prejudice to the generality of the foregoing: (i) execute all such documents and do all such things as it is permitted to do by the terms of this Agreement, or as it may consider necessary for the purposes of or in connection with this Agreement and required or entitled to do; (ii) 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 this Agreement; and (iii) pay any moneys received by it pursuant to the enforcement of this Agreement towards application in accordance with the provisions of Clause 15; (h) rely on any communication or document believed by it to be genuine and correct and to have been communicated or signed by the person to whom it purports to be communicated or by whom it purports to be signedgenuine; (hi) rely as to any matter of fact which might reasonably be expected to be within the knowledge of any Group Company the Borrower in a statement by or on behalf of that Group Companythe Borrower; (ij) obtain and pay pay, on behalf of the Lenders, for any such legal or other expert advice or services which as may to it seem necessary or desirable to it and rely on any such adviceadvice and shall not be liable to any Lender for the consequence of such reliance; (jk) accept retain for its own benefit and without enquiry liability to account any title which an Obligor may have to any asset intended to be the subject of the security created fee or other sum receivable by the Security Documentsit for its own account; and (kl) hold accept deposits from, lend money to or deposit engage in any title deeds, Security Documents kind of banking or other business with any party to this Agreement or any other documents subsidiary or associated company of any party, (and, in connection with any of the assets charged by the Security Documents with any banker or 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 each case, may do so without liability to insure against any loss incurred in connection with any such holding or deposit and it may pay all amounts required to be paid on account or in relation to any such depositaccount).

Agent’s Rights. Each Agent may: (aA) perform any of its duties, obligations and responsibilities act under the Senior Finance Interim Documents by or through its personnel, delegates or agents (on the basis that each Agent may extend the benefit of and any indemnity given to or received by it an Agent under this agreement Agreement extends also to its personnel, delegates or agentsagents who may rely on this provision); (bB) except as expressly provided to the contrary in any Senior Finance Interim Document, refrain from exercising any right, power or discretion vested in it under the Senior Finance Interim Documents until it has received instructions from the Majority Interim Lenders or, where relevant, all the Interim Lenders; (cC) unless it has received notice to the contrarycontrary in accordance with this Agreement, treat the Interim Lender which makes available any portion of a Drawing an Interim Loan as the person entitled to repayment of that portionportion (and any interest, fees or other amounts in relation thereto); (dD) notwithstanding any other term of an Interim Document, refrain from doing anything (including disclosing any information to any Interim Finance Party or other person) which would or might in its opinion be contrary to breach any law, regulation regulation, court judgment or judgement of order or any court of any jurisdiction confidentiality obligation, or otherwise render it liable to any person person, and it may do anything which is in its opinion necessary to comply with any such law, regulation regulation, judgment, order or judgementobligation; (eE) assume that no Event of Default has occurred, unless it has received notice from another Party stating that an officer Event of that Agent while active on the account Default has occurred and giving details of the Parent acquires actual knowledge to the contrarysuch Event of Default; (fF) refrain from taking any step (acting in accordance with the instructions of the Majority Interim Lenders or further step) to protect or enforce all the rights of any Lender under any Senior Finance Document Interim Lenders until it has been indemnified and/or secured to its satisfaction against all losses, losses or liabilities (including legal feesfees and any associated VAT) which it would or might may sustain or incur as a resultresult of so acting; (gG) rely on any communication notice or document believed by it to be genuine and correct and to have assume that any notice or document has been communicated or signed by the person to whom it purports to be communicated or by whom it purports to be signedcorrectly and appropriately authorised and given; (hH) rely as to on any statement made by any person regarding any matter of fact which might reasonably be expected to be within the such person's knowledge of any Group Company in a statement by or on behalf of that Group Companypower to verify; (iI) obtain engage, obtain, rely on and pay for any legal legal, accounting or other expert advice or services which may seem necessary or desirable to it and rely on any such adviceit; (jJ) 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 the Company may have to any asset intended to be the subject of the security any Security Interest to be created by the Interim Security Documents; and (kL) hold or deposit any title deeds, transfer documents, share certificates, Interim Security Documents or any other documents in connection with any of the assets charged by the Interim Security Documents with any banker bank or banking company 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 such holding deposit or deposit 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. Each The Agent may: (a) perform assume that: (i) any representation made by any Project Party in connection with any Transaction Document is true; (ii) no Default has occurred; (iii) no Project Party is in breach of or default under its dutiesobligations under any Transaction Document; and (iv) any right, obligations and responsibilities under power, authority or discretion vested herein upon the Senior Finance Documents by Majority Banks, the Banks or through any other person or entity or group of persons or entities has not been exercised, unless it has, in its personnelcapacity as Agent, delegates or agents (on received notice to the basis that each Agent may extend the benefit of contrary from any indemnity received by it under this agreement other party to its personnel, delegates or agents)a Transaction Document; (b) except as expressly provided to assume that the contrary Facility Office of each Bank and Hedging Bank is that identified in any Senior Finance DocumentSchedule 1, refrain from exercising any right, power the relevant Transfer Certificate or discretion vested in it under other such document that evidences the Senior Finance Documents transfer of a Bank or Hedging Bank's rights and interests until it has received instructions from such Bank or Hedging Bank a notice designating some other office to replace its Facility Office and act upon any such notice until the Majority Lenders or, where relevant, all the Lenderssame is superseded by a further such notice; (c) unless engage and pay for the advice or services of any lawyers, accountants, surveyors or other professional or technical experts whose advice or services may to it has received notice to the contraryseem necessary, treat the Lender which makes available expedient or desirable and rely upon any portion of a Drawing as the person entitled to repayment of that portionadvice so obtained; (d) refrain from doing anything which would appoint any agent or might in its opinion be contrary to any law, regulation or judgement of any court of any jurisdiction or otherwise render it liable delegate to any person or entity reasonably determined by the Agent to be suitable qualified and may do anything which is experienced all or any of the rights, powers and authorisations vested in its opinion necessary it by the Financing Documents and the Agent shall not be bound to comply with supervise or be in any way liable for any loss incurred by any such law, regulation person or judgemententity by reason of any misconduct or default on the part of any such agent or delegate; (e) assume that no Default has occurred, unless an officer of that Agent while active on the account of the Parent acquires actual knowledge to the contrary; (f) refrain from taking any step (or further step) to protect or enforce the rights of any Lender under any Senior Finance Document until it has been indemnified and/or secured to its satisfaction against all losses, (including legal fees) which it would or might sustain or incur as a result; (g) rely on any communication or document believed by it to be genuine and correct and to have been communicated or signed by the person to whom it purports to be communicated or by whom it purports to be signed; (h) rely as to any matter matters of fact which might reasonably be expected to be within the knowledge of any Group Company in a statement Project Party upon a certificate signed by or on behalf of that Group CompanyProject Party; (if) obtain and pay for rely upon any legal communication or other expert advice or services which may seem necessary or desirable document believed by it to it and rely on any such advicebe genuine; (jg) accept without enquiry refrain from exercising any title which an Obligor may have right, power or discretion vested in it as Agent under this Agreement unless and until instructed by the Majority Banks as to any asset intended whether or not such right, power or discretion is to be exercised and, if it is to be exercised, as to the subject of the security created by the Security Documentsmanner in which it should be exercised; and (kh) hold refrain from acting in accordance with any instructions of the Majority Banks to begin any legal action or deposit proceeding arising out of or in connection with this Agreement until it shall have received such security as it may require (whether by way of payment in advance or otherwise) for all costs, claims, losses, expenses (including, without limitation, legal fees) and liabilities together with any title deeds, Security Documents VAT or any other documents in connection with any of the assets charged by the Security Documents with any banker or 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 such holding or deposit and similar tax thereon which it may pay all amounts required to be paid on account or incur in relation to any such depositcomplying with those instructions.