Common use of INSTRUCTIONS AND OTHER COMMUNICATIONS Clause in Contracts

INSTRUCTIONS AND OTHER COMMUNICATIONS. 14.1 Instructions are to be given and other communications between the parties are to be made by such means as set out in the Service Level Definition. 14.2 Each of the Client and the Manager (as the case may be) shall provide the Custodian with a certificate providing the names, specimen signatures and, as applicable, authority levels of its Authorised Representatives substantially in the form of Annex 3 hereof (which may be amended from time to time). The Custodian shall be entitled to rely on any such certificate provided to the Custodian by each party until the Custodian has otherwise received an amended certificate from the relevant party or otherwise received a Notice from the relevant party of its revocation of the authority of an Authorised Representative whose name appears on the most recent certificate such party has provided to the Custodian. In the absence of receipt of any notification from the Client specifying any limitations on the authority of the Manager and its Authorised Representatives under this Schedule, the Custodian may rely on the Instructions and other communications from and with the Authorised Representatives of the Manager in relation to all matters relating to this Schedule as though such persons were Authorised Representatives. 14.3 Subject to such information security arrangements as may be agreed between the Custodian and the Client in writing, Instructions may be given by facsimile at the Client’s sole risk. The Custodian shall not be held liable for acting in accordance with facsimile Instructions which appear to the Custodian to have been made with the Client’s authority. 14.4 In an emergency at the Custodian's absolute discretion, Instructions may be given by telephone, but any such Instructions must be confirmed by the Client in writing by 17.00 hours on the following Business Day in respect of the Custodian. All oral Instructions shall be given at the Client’s sole risk and the Custodian shall not be held liable for the consequences arising as a result of it misunderstanding any telephone Instructions accepted and acted on, whether or not they are confirmed in writing. 14.5 Each party may monitor and/or record its telephone conversations with the other and/or their Authorised Representatives. All recordings are the property of the recording party and may be used in evidence in any Proceedings brought under Clause 40. 14.6 Where it has acted on Instructions, the Custodian shall have no responsibility for any Liability, howsoever arising, of the Client and will be entitled to rely on the indemnity contained in Clause 0 in respect of any loss, expense or Costs it may incur in acting on such Instructions. 14.7 The Custodian shall be under no duty to challenge or make any enquiries concerning the validity of Instructions which the Custodian may regard as definitive unless the Custodian declines to act on them pursuant to Clause 0. 14.8 Notwithstanding anything in this Clause 04, the Custodian may (and where the Custodian has delegated any of its duties to a Sub-Custodian, the Custodian may authorise the Sub-Custodian to) without any liability on its part: (a) act on what the Custodian or the Sub-Custodian reasonably believes such Instructions to mean; (b) decline to act on Instructions where to do so would, in the opinion of the Custodian or the Sub-Custodian, involve the Custodian or the Sub-Custodian in acting contrary to any Rules or other duty of the Custodian or the Sub-Custodian; (c) in its absolute discretion (but with no duty to do so) decline to act on Instructions where such Instructions are not of the nature or in the form customarily used by the Client, the Manager or their Authorised Representatives and are not in writing, are incomplete, unclear, ambiguous and/or in conflict with other Instructions received by the Custodian or are believed by the Custodian or the Sub-Custodian on reasonable grounds to have been inaccurately transmitted or not to be genuine; (d) in its absolute discretion decline to act on Instructions where to do so would result in an unauthorised overdraft or debit balance on the Client’s account; or (e) in its absolute discretion decline to act on Instructions to issue, defend or conduct court or other legal proceedings (including, without limitation, an actual or prospective class action) on behalf of the Client or in respect of any Property; provided that in any case where the Custodian or the Sub-Custodian declines to act on Instructions, the Custodian will notify the Client of such decision as soon as reasonably practicable (except where to do so would be would be contrary to any Rules). 14.9 Unless the Custodian has received conflicting Instructions, the Custodian or Sub-Custodian may without reference to the Client: (a) exchange Securities where the exchange is purely ministerial including, without limitation, exchanging temporary Securities for definitive Securities and exchanging warrants or other documents evidencing title to Securities for the actual Securities; and (b) perform all such other ancillary acts which the Custodian or any Sub-Custodian may reasonably consider to be necessary or desirable to carry out any Instructions, perform the Services or exercise the Custodian’s rights under this Schedule. 14.10 Where the Custodian (or where the Custodian has delegated any of its duties to a Sub- Custodian, the Sub-Custodian) has declined to act on Instructions that appear to it in its sole discretion to be incomplete, unclear, ambiguous and/or in conflict with other Instructions received, the Custodian (of the Sub-Custodian, as applicable) may, as soon as reasonably practicable upon it becoming evident to the Custodian that the Instructions received were unclear or inadequate for the purpose for which they were presumed to be intended, seek such clarification from the Client as the Custodian requires in respect of such Instructions.

INSTRUCTIONS AND OTHER COMMUNICATIONS. 14.1 9.1 Instructions are to be given and other communications between the parties Parties are to be made by such means as set out in the Service Level Definitionaccordance with this Clause 9. 14.2 Each of the Client and 9.2 Multrees’ day-to-day operational relationship under this Agreement is with the Manager and not its Customers. Except in very limited circumstances, the Manager shall not authorise or permit Customers to provide, communications or Instructions directly to Multrees, and Multrees shall not be required to act on or respond to any such communications or Instructions. The Manager shall ensure that all or any communications or Instructions from Customers are communicated appropriately through the Manager or Authorised Representatives. Multrees will only communicate directly with a Customer if it has been unable to obtain sufficient Instructions from the Manager. 9.3 The Manager shall provide Multrees with a list (as the case may be) shall provide the Custodian with a certificate providing the names, specimen signatures and, as applicable, authority levels of its Authorised Representatives substantially in the form of Annex 3 hereof (which may be amended from time to time)) of the (i) names, (ii) specimen signatures and (iii) authority levels of its Authorised Representatives in a format acceptable to Multrees. The Custodian Multrees shall be entitled to rely on any such certificate provided to list(s) until otherwise notified by the Custodian by each party until the Custodian has otherwise received an amended certificate from the relevant party or otherwise received a Notice from the relevant party of its revocation of the authority of an Authorised Representative whose name appears on the most recent certificate such party has provided to the Custodian. Manager. 9.4 In the absence of receipt of any notification from the Client Manager specifying any limitations on the authority of the Manager and its Authorised Representatives under this ScheduleAgreement, the Custodian Multrees may rely on the Instructions and other communications from and with the Authorised Representatives of the Manager in relation to all matters relating to this Schedule Agreement as though such persons were Authorised Representativesthe Manager itself. 14.3 Subject to such information security arrangements as may be agreed between the Custodian and the Client in writing, 9.5 Instructions may be given transmitted through a secured or tested electronic communication system identified by facsimile at the Client’s sole riskManager and acknowledged and accepted by Xxxxxxxx (including XXXXX), and in so doing the Manager (and any Authorised Representatives) and Multrees shall comply with any agreed security or other procedures established in writing between Multrees and the Manager with respect to such means of Instruction. The Custodian In particular, the Manager shall safeguard and be solely responsible for the safekeeping of any: (i) test keys, (ii) identification codes, (iii) passwords, (iv) other security devices, or (v) statements of account which are provided to it by Xxxxxxxx. In furtherance and not in limitation of the foregoing, in the event the Manager or an Authorised Representative utilises any electronic communication system offered by Xxxxxxxx, the Manager shall be held liable fully responsible for: (a) the security of its connecting terminal, (b) access thereto and the proper and authorised use thereof, and (c) the initiation and application of continuing effective safeguards in respect thereof. Additionally, if the Manager or an Authorised Representative uses any online or similar communications service made available by Xxxxxxxx, the Manager shall be solely responsible for acting ensuring the security of its access to such service and the use of such service, and shall only attempt to access the service and Multrees’ computer systems in accordance with facsimile Instructions which appear any procedures as notified by Multrees from time to time. If Xxxxxxxx provides any computer software to the Custodian Manager relating to have been made with the Client’s authorityServices, the Manager (and any Authorised Representatives) will only use the software for the purposes for which Xxxxxxxx provided it to the Manager, and will abide by the licence agreement accompanying such software and any other security policies which Xxxxxxxx notifies to the Manager. 14.4 In 9.6 At Multrees’ discretion, in an emergency at the Custodian's absolute discretionand only when communication in writing is impossible due to a Force Majeure Event, Instructions may be given by telephone, but any such Instructions must be confirmed by the Client Manager in writing as soon as possible and in any event by 17.00 hours 5pm on the following Business Day in respect the Principal Jurisdiction. Unless normal communication channels are unavailable due to an act or omission of the Custodian. All Multrees, all oral Instructions shall be given at the ClientManager’s sole risk risk, and the Custodian Multrees shall not be held liable for the consequences arising as a result of it misunderstanding any telephone Instructions accepted and acted onon in good faith, whether or not they are confirmed in writing. 14.5 Each party 9.7 The Parties may monitor and/or record its telephone conversations with the each other (and/or their Authorised Representatives). All recordings are the property of the recording party Party and may be used in evidence in any Proceedings brought under Clause 40Proceedings. A copy of such recordings shall be retained and will be available on request by either Party for a period of a minimum of five years following the date of the recording. 14.6 Where 9.8 Subject to Clause 9.10, where it has acted in good faith on and in compliance with Instructions, the Custodian Multrees shall have no responsibility for any Liabilityloss, howsoever arising, of the Client Manager or any Customer and will be entitled to rely on the indemnity indemnities contained in Clause 0 16 (Indemnification of Multrees) in respect of any loss, expense or Costs costs it may incur in acting on any such Instructions. 14.7 The Custodian 9.9 Where (acting reasonably) Multrees determines that an Instruction is either unclear, incomplete, ambiguous and/or in conflict with other Instructions received from the Manager or an Authorised Representative, or has been inaccurately transmitted or is not genuine, it shall promptly give notice of this to the Manager and the Manager shall clarify the Instruction forthwith. Multrees shall not take any action in respect of such an Instruction until it is clarified by the Manager. Multrees shall otherwise be under no duty to challenge or make any enquiries concerning the validity of Instructions which the Custodian Multrees may regard as definitive unless the Custodian Multrees declines to act on them pursuant to Clause 09.10. 14.8 9.10 Notwithstanding anything in this Clause 049, the Custodian Multrees may (and where the Custodian Xxxxxxxx has delegated any of its duties to a Sub-Custodian, the Custodian Multrees may authorise the Sub-such Sub- Custodian to) without any liability on its part: (a) subject to the provisions at Clause 9.9 above regarding the clarity of Instructions, act on what the Custodian Multrees or the a Sub-Custodian reasonably believes such Instructions to mean; (b) decline to act on Instructions where to do so would, in the reasonable opinion of the Custodian Xxxxxxxx or the a Sub-Custodian, involve the Custodian or the Sub-Custodian in that party acting contrary to any Rules or FCA Rules or other duty of the Custodian Multrees or the such Sub-Custodian; (c) subject to the provisions at Clause 9.6 above regarding telephone Instructions, in its absolute discretion (but with no duty to do soacting reasonably) decline to act on Instructions where such Instructions are not of the nature or in the form customarily used by the Client, the Manager or their Authorised Representatives and are not in writing, are incomplete, unclear, ambiguous and/or in conflict with other Instructions received by the Custodian or are believed by the Custodian or the Sub-Custodian on reasonable grounds to have been inaccurately transmitted or not to be genuine; (d) in its absolute discretion decline to act on Instructions where to do so would result in an unauthorised overdraft on a Customer Custody Account or debit balance on the Client’s accountClient Bank Account; or (e) in its absolute discretion decline to act on Instructions to issue, defend issue or conduct court or other legal proceedings (including, without limitation, an actual or prospective class action) on behalf of the Client Manager or a Customer or in respect of any PropertyProperty where Multrees and/or a relevant Sub-Custodian in its absolute discretion considers that it would not be appropriate for it to act on such Instructions; provided that in any case where the Custodian Xxxxxxxx or the a Sub-Custodian declines to act on Instructions, the Custodian Xxxxxxxx will notify the Client Manager of such decision as soon as reasonably practicable (except where to do so would be would be contrary to any Rules). 14.9 9.11 Unless the Custodian Multrees has received conflicting Instructions, the Custodian Multrees may itself (or through a Sub-Custodian may Custodian) and without reference to the ClientManager: (a) exchange Securities where the exchange is purely ministerial includingadministrative, including (without limitation, ) (i) exchanging temporary Securities for definitive Securities and (ii) exchanging warrants or other documents evidencing title to Securities for the actual Securities; and (b) perform all such other ancillary acts which the Custodian Multrees or any Sub-Custodian may reasonably consider to be necessary or desirable to carry out any Instructions, perform the Services or exercise the Custodian’s Multrees’ rights under this ScheduleAgreement. 14.10 Where the Custodian (or where the Custodian has delegated any of its duties to a Sub- Custodian, the Sub-Custodian) has declined to act on Instructions that appear to it in its sole discretion to be incomplete, unclear, ambiguous and/or in conflict with other Instructions received, the Custodian (of the Sub-Custodian, as applicable) may, as soon as reasonably practicable upon it becoming evident to the Custodian that the Instructions received were unclear or inadequate for the purpose for which they were presumed to be intended, seek such clarification from the Client as the Custodian requires in respect of such Instructions.

INSTRUCTIONS AND OTHER COMMUNICATIONS. 14.1 The Escrow Parties may give Instructions are to be given and other communications between the parties are to be made by such means as set out in the Service Level Definition. 14.2 Each of the Client and the Manager (as the case may be) shall provide the Custodian with a certificate providing the names, specimen signatures and, as applicable, authority levels of its Authorised Representatives substantially in the form of Annex 3 hereof (which may be amended from time to time). The Custodian shall be entitled to rely on any such certificate provided to the Custodian by each party until the Custodian has otherwise received an amended certificate from the relevant party or otherwise received a Notice from the relevant party of its revocation of the authority of an Authorised Representative whose name appears on the most recent certificate such party has provided to the Custodian. In the absence of receipt of any notification from the Client specifying any limitations on the authority of the Manager and its Authorised Representatives under this Schedule, the Custodian may rely on the Instructions and other communications from and with the Authorised Representatives of the Manager in relation to all matters relating to this Schedule as though such persons were Authorised Representatives. 14.3 Subject to such information security arrangements as may be agreed between the Custodian and the Client in writing, Instructions may be given by facsimile at the Client’s sole risk. The Custodian shall not be held liable for acting Escrow Agent in accordance with facsimile Instructions which appear to the Custodian to have been made with the Client’s authority. 14.4 In an emergency at the Custodian's absolute discretion, Instructions may be given by telephone, but any such Instructions must be confirmed by the Client in writing by 17.00 hours on the following Business Day in respect of the Custodian. All oral Instructions shall be given at the Client’s sole risk and the Custodian shall not be held liable for the consequences arising as a result of it misunderstanding any telephone Instructions accepted and acted on, whether or not they are confirmed in writing. 14.5 Each party may monitor and/or record its telephone conversations with the other and/or their Authorised Representatives. All recordings are the property of the recording party and may be used in evidence in any Proceedings brought under Clause 40. 14.6 Where it has acted on 21 (Notices & Instructions, the Custodian shall have no responsibility for any Liability, howsoever arising, of the Client and will be entitled to rely on the indemnity contained in Clause 0 in respect of any loss, expense or Costs it may incur in acting on such Instructions. 14.7 ) The Custodian Escrow Agent shall be under no duty to challenge or make any enquiries concerning the validity of Instructions Instructions, which the Custodian Escrow Agent may regard as definitive unless the Custodian Escrow Agent declines to act on them pursuant to Clause 0. 14.8 6.5. Furthermore, the Escrow Agent is required to seek confirmation of Instructions by telephone call-back to the person or persons designated and the Escrow Agent may rely upon the confirmations of anyone purporting to be the person or persons so designated. In the absence of or delay in receiving Instructions or other communication from the Escrow Parties in response to a request, the Escrow Agent is authorised to act or refrain from acting as it may deem expedient. Each of the Escrow Parties shall before the Settlement Date provide the Escrow Agent with a Notice (as may be amended from time to time) of the names, specimen signatures and authority levels of its Authorised Representatives. The Escrow Agent shall be entitled to rely on such Notice until the Escrow Agent has received Notice otherwise from the relevant Escrow Party. In the absence of receipt of any notification from an Escrow Party specifying any limitations on the authority of its Authorised Representatives under this Agreement, the Escrow Agent may rely on the Instructions and other communications from and with the Authorised Representatives in relation to all matters relating to this Agreement as though such persons were Authorised Representatives. Notwithstanding anything in this Clause 046, the Custodian Escrow Agent may (and where the Custodian has delegated any of its duties to a Sub-Custodian, the Custodian may authorise the Sub-Custodian to) without any liability on its part: (a) : act on what the Custodian or the Sub-Custodian Escrow Agent reasonably believes such Instructions to mean; (b) , or reasonably believes the Instruction contains sufficient information to act; decline to act on Instructions where to do so would, in the reasonable opinion of the Custodian or the Sub-CustodianEscrow Agent, involve the Custodian or the Sub-Custodian Escrow Agent in acting contrary to any Rules or other duty of the Custodian or the Sub-Custodian; (c) Escrow Agent; in its absolute discretion (but with no duty to do so) decline to act on Instructions where such Instructions are not of the nature or in the form customarily used by the Client, the Manager either Escrow Party or their Authorised Representatives and are not in writing, are incomplete, unclear, ambiguous and/or in conflict with other Instructions received by the Custodian Escrow Agent or are believed by the Custodian or the Sub-Custodian Escrow Agent on reasonable grounds to have been inaccurately transmitted or not to be genuine; (d) ; in its absolute discretion decline to act on Instructions where to do so would result in an unauthorised overdraft or debit balance on the Client’s account; or (e) in its absolute discretion decline to act on Instructions to issue, defend or conduct court or other legal proceedings (including, without limitation, an actual or prospective class action) on behalf of the Client either Escrow Party or in respect of any PropertyCash; provided that in any case where the Custodian or the Sub-Custodian Escrow Agent declines to act on Instructions, the Custodian Escrow Agent will notify the Client Escrow Parties of such decision as soon as reasonably practicable (except where to do so would be would be contrary to any Rules). 14.9 Unless the Custodian has received conflicting Instructions, the Custodian or Sub-Custodian may without reference to the Client: (a) exchange Securities where the exchange is purely ministerial including, without limitation, exchanging temporary Securities for definitive Securities and exchanging warrants or other documents evidencing title to Securities for the actual Securities; and (b) perform all such other ancillary acts which the Custodian or any Sub-Custodian may reasonably consider to be necessary or desirable to carry out any Instructions, perform the Services or exercise the Custodian’s rights under this Schedule. 14.10 Where the Custodian (or where the Custodian has delegated any of its duties to a Sub- Custodian, the Sub-Custodian) has declined to act on Instructions that appear to it in its sole discretion to be incomplete, unclear, ambiguous and/or in conflict with other Instructions received, the Custodian (of the Sub-Custodian, as applicable) may, as soon as reasonably practicable upon it becoming evident to the Custodian that the Instructions received were unclear or inadequate for the purpose for which they were presumed to be intended, seek such clarification from the Client as the Custodian requires in respect of such Instructions.

INSTRUCTIONS AND OTHER COMMUNICATIONS. 14.1 13.1 Instructions are to be given and other communications between the parties are to be made by such means as set out in the Service Level Definition. 14.2 13.2 Each of the Client and the Manager (as the case may be) shall provide the Custodian with a certificate providing the names, specimen signatures and, as applicable, authority levels of its Authorised Representatives substantially in the form of Annex Schedule 3 hereof (which may be amended from time to time). The Custodian shall be entitled to rely on any such certificate provided to the Custodian by each party until the Custodian has otherwise received an amended certificate from the relevant party or otherwise received a Notice from the relevant party of its revocation of the authority of an Authorised Representative whose name appears on the most recent certificate such party has provided to the Custodian. In the absence of receipt of any notification from the Client specifying any limitations on the authority of the Manager and its Authorised Representatives under this ScheduleAgreement, the Custodian may rely on the Instructions and other communications from and with the Authorised Representatives of the Manager in relation to all matters relating to this Schedule Agreement as though such persons were Authorised Representatives. 14.3 13.3 Subject to such information security arrangements as may be agreed between the Custodian and the Client in writing, Instructions may be given by facsimile at the Client’s sole risk. The Custodian shall not be held liable for acting in accordance with facsimile Instructions which appear to the Custodian to have been made with the Client’s authority. 14.4 13.4 In an emergency at the Custodian's absolute discretion, Instructions may be given by telephone, but any such Instructions must be confirmed by the Client in writing by 17.00 hours on the following Business Day in respect of the Custodian. All oral Instructions shall be given at the Client’s sole risk and the Custodian shall not be held liable for the consequences arising as a result of it misunderstanding any telephone Instructions accepted and acted on, whether or not they are confirmed in writing. 14.5 13.5 Each party may monitor and/or record its telephone conversations with the other and/or their Authorised Representatives. All recordings are the property of the recording party and may be used in evidence in any Proceedings brought under Clause 40Xxxxxx 39. 14.6 13.6 Where it has acted on Instructions, the Custodian shall have no responsibility for any Liability, howsoever arising, of the Client and will be entitled to rely on the indemnity contained in Clause 0 19 in respect of any loss, expense or Costs it may incur in acting on such Instructions. 14.7 13.7 The Custodian shall be under no duty to challenge or make any enquiries concerning the validity of Instructions which the Custodian may regard as definitive unless the Custodian declines to act on them pursuant to Clause 013.8. 14.8 13.8 Notwithstanding anything in this Clause 0413, the Custodian may (and where the Custodian has delegated any of its duties to a Sub-Custodian, the Custodian may authorise the Sub-Custodian to) without any liability on its part: (a) act on what the Custodian or the Sub-Custodian reasonably believes such Instructions to mean; (b) decline to act on Instructions where to do so would, in the opinion of the Custodian or the Sub-Custodian, involve the Custodian or the Sub-Custodian in acting contrary to any Rules or other duty of the Custodian or the Sub-Custodian; (c) in its absolute discretion (but with no duty to do so) decline to act on Instructions where such Instructions are not of the nature or in the form customarily used by the Client, the Manager or their Authorised Representatives and are not in writing, are incomplete, unclear, ambiguous and/or in conflict with other Instructions received by the Custodian or are believed by the Custodian or the Sub-Custodian on reasonable grounds to have been inaccurately transmitted or not to be genuine; (d) in its absolute discretion decline to act on Instructions where to do so would result in an unauthorised overdraft or debit balance on the Client’s account; or (e) in its absolute discretion decline to act on Instructions to issue, defend or conduct court or other legal proceedings (including, without limitation, an actual or prospective class action) on behalf of the Client or in respect of any Property; provided that in any case where the Custodian or the Sub-Custodian declines to act on Instructions, the Custodian will notify the Client of such decision as soon as reasonably practicable (except where to do so would be would be contrary to any Rules). 14.9 13.9 Unless the Custodian has received conflicting Instructions, the Custodian or Sub-Custodian may without reference to the Client: (a) exchange Securities where the exchange is purely ministerial including, without limitation, exchanging temporary Securities for definitive Securities and exchanging warrants or other documents evidencing title to Securities for the actual Securities; and (b) perform all such other ancillary acts which the Custodian or any Sub-Custodian may reasonably consider to be necessary or desirable to carry out any Instructions, perform the Services or exercise the Custodian’s rights under this ScheduleAgreement. 14.10 13.10 Where the Custodian (or where the Custodian has delegated any of its duties to a Sub- Sub-Custodian, the Sub-Sub- Custodian) has declined to act on Instructions that appear to it in its sole discretion to be incomplete, unclear, ambiguous and/or in conflict with other Instructions received, the Custodian (of the Sub-Custodian, as applicable) may, as soon as reasonably practicable upon it becoming evident to the Custodian that the Instructions received were unclear or inadequate for the purpose for which they were presumed to be intended, seek such clarification from the Client as the Custodian requires in respect of such Instructions.

INSTRUCTIONS AND OTHER COMMUNICATIONS. 14.1 15.1 Instructions are to be given and other communications between the parties are to be made by such means as set out in the Service Level Definition. 14.2 15.2 Each of the Client Client, the Manager and the Manager Security Trustee (as the case may be) shall provide the Custodian with a certificate providing the names, specimen signatures and, as applicable, authority levels of its Authorised Representatives substantially in the form of Annex Schedule 3 (Certificate of Authorised Representatives) hereof (which may be amended from time to time). The Custodian shall be entitled to rely on any such certificate provided to the Custodian by each party any of relevant parties until the Custodian has otherwise received an amended certificate from the relevant party or otherwise received a Notice from the relevant party of its revocation of the authority of an Authorised Representative whose name appears on the most recent certificate such party has provided to the Custodian. In the absence of receipt of any notification from the Client specifying any limitations on the authority of the Manager and its Authorised Representatives under this ScheduleAgreement, the Custodian may rely on the Instructions and other communications from and with the Authorised Representatives of the Manager in relation to all matters relating to this Schedule Agreement as though such persons were Authorised Representatives. 14.3 15.3 Subject to such information security arrangements as may be agreed between the Custodian and the Client in writing, Instructions may be given by facsimile at the Client’s 's sole risk. The Custodian shall not be held liable for acting in accordance with facsimile Instructions which appear to the Custodian to have been made with the Client’s 's authority. 14.4 15.4 In an emergency at the Custodian's absolute discretion, Instructions may be given by telephone, but any such Instructions must be confirmed by the Client in writing by 17.00 hours on the following Business Day in respect of the Custodian. All oral Instructions shall be given at the Client’s 's sole risk and the Custodian shall not be held liable for the consequences arising as a result of it misunderstanding any telephone Instructions accepted and acted on, whether or not they are confirmed in writing. 14.5 15.5 Each party may monitor and/or record its telephone conversations with the other and/or their Authorised Representatives. All recordings are the property of the recording party and may be used in evidence in any Proceedings brought under Clause 40this Agreement. 14.6 15.6 Where it has acted on Instructions, the Custodian shall have no responsibility for any Liability, howsoever arising, of the Client and will be entitled to rely on the indemnity contained in Clause 0 21 (Indemnification of the Custodian) in respect of any loss, expense or Costs costs it may incur in acting on such Instructions. 14.7 15.7 The Custodian shall be under no duty to challenge or make any enquiries concerning the validity of Instructions which the Custodian may regard as definitive unless the Custodian declines to act on them pursuant to Clause 015.8. 14.8 15.8 Notwithstanding anything in this Clause 0415, the Custodian may (and where the Custodian has delegated any of its duties to a Sub-Custodian, the Custodian may authorise the Sub-Custodian to) without any liability on its part: (a) act on what the Custodian or the Sub-Custodian reasonably believes such Instructions to mean; (b) decline to act on Instructions where to do so would, in the opinion of the Custodian or the Sub-Custodian, involve the Custodian or the Sub-Custodian in acting contrary to any Rules or other duty of the Custodian or the Sub-Custodian; (c) in its absolute discretion (but with no duty to do so) decline to act on Instructions where such Instructions are not of the nature or in the form customarily used by the Client, the Manager or their Authorised Representatives and are not in writing, are incomplete, unclear, ambiguous and/or in conflict with other Instructions received by the Custodian or are believed by the Custodian or the Sub-Custodian on reasonable grounds to have been inaccurately transmitted or not to be genuine; (d) in its absolute discretion decline to act on Instructions where to do so would result in an unauthorised overdraft or debit balance on the Client’s 's account; or (e) in its absolute discretion decline to act on Instructions to issue, defend or conduct court or other legal proceedings (including, without limitation, an actual or prospective class action) on behalf of the Client or in respect of any Property; provided that in any case where the Custodian or the Sub-Custodian declines to act on Instructions, the Custodian will notify the Client of such decision as soon as reasonably practicable (except where to do so would be would be contrary to any Rules). 14.9 15.9 Unless the Custodian has received conflicting Instructions, the Custodian or Sub-Custodian may without reference to the Client: (a) exchange Securities where the exchange is purely ministerial including, without limitation, exchanging temporary Securities for definitive Securities and exchanging warrants or other documents evidencing title to Securities for the actual Securities; and (b) perform all such other ancillary acts which the Custodian or any Sub-Custodian may reasonably consider to be necessary or desirable to carry out any Instructions, perform the Services or exercise the Custodian’s 's rights under this ScheduleAgreement. 14.10 15.10 Where the Custodian (or where the Custodian has delegated any of its duties to a Sub- Sub-Custodian, the Sub-Custodian) has declined to act on Instructions that appear to it in its sole discretion to be incomplete, unclear, ambiguous and/or in conflict with other Instructions received, the Custodian (of the Sub-Custodian, as applicable) may, as soon as reasonably practicable upon it becoming evident to the Custodian that the Instructions received were unclear or inadequate for the purpose for which they were presumed to be intended, seek such clarification from the Client as the Custodian requires in respect of such Instructions.