Common use of Limited Recourse and Non-Petition Clause in Contracts

Limited Recourse and Non-Petition. NN hereby agrees that, notwithstanding any other provisions hereof, it shall have recourse in respect of any claim against the Lender only to sums in respect of principal, interest or other amounts (if any), as the case may be, received by or for the account of the Lender pursuant to this Agreement (after deduction or withholding of such taxes as may be required to be made by the Lender by law in respect of each such sum or in respect of the Notes and for which the Lender has not received a corresponding payment (also after deduction or withholding of such taxes or duties as may be required to be made by the Lender) in respect thereof pursuant to this Agreement) (the “Lender Assets”), subject always to (i) the Security Interests and (ii) to the fact that any claims of the Managers (as defined in the Subscription Agreement) shall rank in priority to any claims of NN hereunder and that any such claim by any and all such Managers or NN shall be reduced pro rata so that the total of all such claims does not exceed the aggregate value of the Lender Assets after meeting claims secured on them. Neither NN nor any person acting on behalf of it shall be entitled to take any further steps against the Lender to recover any further sums and no debt shall be owed by the Lender to NN in respect of any such further sum. In particular, neither NN nor any other person acting on behalf of it shall be entitled at any time to institute against the Lender, or join in any institution against the Lender of any bankruptcy, administration, moratorium, reorganisation, controlled management, arrangement, insolvency, examinership, winding-up or liquidation proceedings or similar insolvency proceedings under any applicable bankruptcy or similar law in connection with any obligation of the Lender relating to the Notes or otherwise owed to the Lender’s creditors, save for lodging a claim in the liquidation of the Lender which is initiated by another party or taking proceedings to obtain a declaration or judgment as to the obligations of the Lender. No party to this Agreement shall have any recourse against any director, shareholder, or officer of the Lender in respect of any obligations, covenants or agreement entered into or made by the Lender in respect of this Agreement, except to the extent that any such person acts in bad faith or is negligent or is wilfully in default in the context of its obligations.

Limited Recourse and Non-Petition. NN hereby 9.1 The Arranger acknowledges and agrees that, notwithstanding any other provisions hereof, it shall have recourse in respect of any claim against the Lender only to sums Issuer in respect connection with any relevant Series of principalETP Securities or otherwise (whether arising under this Agreement, interest the general law or other amounts (if anyotherwise), as it shall only have recourse in the case may be, received by of any claim whether secured or for unsecured to the account of the Lender pursuant to this Agreement (after deduction or withholding of such taxes as may be required to be made by the Lender by law in respect of each such sum or Secured Property in respect of the Notes and for which the Lender has not received a corresponding payment (also after deduction or withholding relevant Series of such taxes or duties as may be required to be made by the Lender) in respect thereof pursuant to this Agreement) (the “Lender Assets”)ETP Securities, subject always to (i) the Security Interests constituted by the relevant Trust Deed and (ii) not to any other assets of the Issuer. Any unsecured claim by a party to the fact that relevant Trust Deed and any claims against the Issuer of any other unsecured creditors of the Managers (as defined Issuer who have agreed to limit their recourse in the Subscription Agreement) shall rank in priority to any claims respect of NN hereunder and that any such claim by any and all to such Managers or NN Secured Property on the same terms (mutatis mutandis) as this Clause 8 shall be reduced pro rata so that the total value of all such unsecured claims does against the Issuer in respect of the relevant Series of ETP Securities shall not exceed the aggregate value of the Lender Assets such Secured Property after meeting claims secured on themthereon and the claims of any other creditors of the Issuer who have not agreed to limit their recourse to the specified assets of the Issuer. Neither NN nor If, following realisation in full of the such Secured Property (whether by way of liquidation or enforcement) and application of available cash sums as provided in Condition 6.4 of the Programme, this Clause 8 and any outstanding claim against the Issuer whether secured or unsecured remains unpaid, then such outstanding claim shall be extinguished and no debt shall be owed by the Issuer in respect thereof. Following extinguishment in accordance with this Clause 8, neither the Arranger or any other person acting on its behalf of it shall be entitled to take any further steps against the Lender Issuer or any of its officers, shareholders, corporate service providers or directors to recover any further sums sum in respect of the extinguished claim and no debt shall be owed to any such persons by the Lender to NN Issuer in respect of any such further sum. In particular, neither NN nor any other person acting on behalf of it shall be entitled at any time to institute against the Lender, or join in any institution against the Lender of any bankruptcy, administration, moratorium, reorganisation, controlled management, arrangement, insolvency, examinership, winding-up or liquidation proceedings or similar insolvency proceedings under any applicable bankruptcy or similar law in connection with any obligation of the Lender relating to the Notes or otherwise owed to the Lender’s creditors, save for lodging a claim in the liquidation of the Lender which is initiated by another party or taking proceedings to obtain a declaration or judgment as to the obligations of the Lender. No party to this Agreement shall have any recourse against any director, shareholder, or officer of the Lender in respect of any obligations, covenants or agreement entered into or made by the Lender in respect of this Agreement, except to the extent that any such person acts in bad faith or is negligent or is wilfully in default in the context of its obligations.

Limited Recourse and Non-Petition. NN The parties to this Agreement hereby agrees that, notwithstanding any other provisions hereof, it agree that they shall have recourse in respect of any claim against the Lender Issuer only to sums in respect of principal, interest or other amounts (if any), as the case may be, actually received from Ardshinbank (after any tax deduction required by law to be made by Ardshinbank in respect of such sums and for which the Issuer has not received a corresponding additional payment from Ardshinbank pursuant to the Loan Agreement (also after any tax deduction as may be required by law)) by or for the account of the Lender Issuer pursuant to this the Loan Agreement (after deduction or withholding of such taxes as may be required to be made by the Lender by law in respect of each such sum or in respect of the Notes and for which the Lender has not received a corresponding payment (also after deduction or withholding of such taxes or duties as may be required to be made by the Lender) in respect thereof pursuant to this Agreement) (the “Lender Issuer Assets”), subject always to (i) the Security Interests (as defined in the Trust Deed); and (ii) to the fact that any claims of the Managers (as defined in the Subscription Agreement) Agents shall rank in priority to any claims of NN hereunder Ardshinbank and that any such claim by any and all such Managers or NN claims of the Agents shall be reduced pro rata so that the total of all such claims does shall not exceed the aggregate value of the Lender Issuer Assets after meeting claims secured on them. Neither NN nor The Trustee having realised the same, none of the Agents, Ardshinbank or any person acting on behalf of it any of them shall be entitled to take any further steps against the Lender Issuer to recover any further sums and no debt shall be owed by the Lender Issuer to NN such person in respect of any such further sum. In particular, neither NN Neither any Agent nor Ardshinbank (nor any other person acting on behalf of it any of them) shall be entitled at any time to institute against the LenderIssuer, or join in any institution against the Lender Issuer of any bankruptcy, administration, moratorium, reorganisation, controlled management, arrangement, insolvency, examinership, winding-up or liquidation proceedings or similar insolvency proceedings under any applicable bankruptcy or similar law in connection with any obligation of the Lender relating to Issuer under the Notes or otherwise owed to the Lender’s creditorsLoan Agreement, save for lodging a claim in the liquidation of the Lender Issuer which is initiated by another party or taking proceedings to obtain a declaration or judgment as to the obligations of the LenderIssuer. No party to this Agreement shall have any recourse against any director, shareholder, or officer of the Lender Issuer in respect of any obligations, covenants or agreement entered into or made by the Lender Issuer in respect of this Agreement, except to the extent that any such person acts in bad faith or is negligent or is wilfully in default in the context of its obligations.. SCHEDULE 1 SPECIFIED OFFICES OF THE AGENTS The Principal Paying Agent and Transfer Agent Citibank, N.A., London Branch Citigroup Centre 25 Canada Square Xxxxxx Xxxxx Xxxxxx X00 0XX Xxxxxx Xxxxxxx Fax: +000 00 000 000 Attention: The Principal Paying Agent The Registrar Citigroup Global Markets Europe AG 0xx xxxxx, Xxxxxxxxx 00 00000 Xxxxxxxxx Xxxxxxx Fax: +00 00 0000 0000 Attention: The Registrar SCHEDULE 2 Part 1 - Regulations concerning Transfers and Registration of Notes

Limited Recourse and Non-Petition. NN hereby agrees that, notwithstanding any other provisions hereof, it shall have recourse in respect of any claim against the Lender only to sums in respect of principal, interest or other amounts (if any), as the case may be, received by or for the account of the Lender pursuant No party to this Agreement (after deduction or withholding of such taxes as may be required to be made by the Lender by law in respect of each such sum or in respect of the Notes and for which the Lender has not received a corresponding payment (also after deduction or withholding of such taxes or duties as may be required to be made by the Lender) in respect thereof pursuant to this Agreement) (the “Lender Assets”), subject always to (i) the Security Interests and (ii) to the fact that any claims of the Managers (as defined in the Subscription Agreement) shall rank in priority to any claims of NN hereunder and that any such claim by any and all such Managers or NN shall be reduced pro rata so that the total of all such claims does not exceed the aggregate value of the Lender Assets after meeting claims secured on them. Neither NN nor any person acting on behalf of it shall be entitled to take any further steps against the Lender to recover any further sums and no debt shall be owed by the Lender to NN in respect of any such further sum. In particular, neither NN nor any other person acting on behalf of it their behalf) shall be entitled at any time to institute against the LenderIssuer, or join in any institution against the Lender of Issuer of, any bankruptcy, administration, moratorium, reorganisation, controlled management, arrangement, insolvency, examinership, winding-up or liquidation proceedings or similar insolvency proceedings under any applicable bankruptcy or similar law in connection with any obligation of the Lender relating to the Notes or otherwise owed to the Lender’s creditorsIssuer under this Agreement, save for lodging a claim in the liquidation of the Lender Issuer which is initiated by another party or taking proceedings to obtain a declaration or judgment as to the obligations of the LenderIssuer. The parties to this Agreement hereby agree that they shall have recourse in respect of any claim against the Issuer only to sums in respect of principal, interest or other amounts (if any), as the case may be, received and retained (net of tax) by or for the account of the Issuer pursuant to the Loan Agreement (the Issuer Assets), subject always to (i) the Security Interests (as defined in the Trust Deed) and (ii) to the fact that any claims of the Agents shall rank in priority to any claims of the Borrower, and that any such claim by any and all such Agents or the Borrower shall be reduced pro rata so that the total of all such claims does not exceed the aggregate value of the Issuer Assets after meeting claims secured on them. The Trustee having realised the Issuer Assets, neither any Agent, the Borrower nor any person acting on its behalf shall be entitled to take any further steps against the Issuer to recover any further sums and no debt shall be owed by the Issuer to such person in respect of any such further sum. No party to this Agreement shall have any recourse against any director, shareholder, or officer of the Lender Issuer in respect of any obligations, covenants or agreement entered into or made by the Lender Issuer in respect of this Agreement, except to the extent that any such person acts in bad faith or is negligent or is wilfully in default in the context of its obligations.

Limited Recourse and Non-Petition. NN The Borrower hereby agrees that, notwithstanding any other provisions hereof, that it shall have recourse in respect of any claim against the Lender only to sums in respect of principal, interest or other amounts (if any), as the case may be, actually received from the Borrower (after any tax deduction required by law to be made by the Borrower in respect of such sums and for which the Lender has not received a corresponding additional payment from the Borrower pursuant to this Agreement (also after any tax deduction as may be required by law)) by or for the account of the Lender pursuant to this Agreement (after deduction or withholding of such taxes as may be required to be made by the Lender by law in respect of each such sum or in respect of the Notes and for which the Lender has not received a corresponding payment (also after deduction or withholding of such taxes or duties as may be required to be made by the Lender) in respect thereof pursuant to this Agreement) (the “Lender Assets”), subject always to (i) the Security Interests (as defined in the Trust Deed); and (ii) to the fact that any claims of the Joint Lead Managers (as defined in the Subscription Agreement) shall rank in priority to any claims of NN the Borrower and, consequently, any amounts payable by the Lender hereunder and that after giving effect to the prior ranking claims under the Security Interests shall first be applied in discharging, in full, any such claim by any and all such Managers or NN shall be reduced pro rata so the Joint Lead Managers, provided always that the total of all such claims does shall not exceed the aggregate value of the Lender Assets after meeting claims secured on them. Neither NN The Trustee having realised the same, neither the Borrower nor any person acting on its behalf of it shall be entitled to take any further steps against the Lender to recover any further sums and no debt shall be owed by the Lender to NN such person in respect of any such further sum. In particular, neither NN Neither the Borrower nor any other person acting on its behalf of it shall be entitled at any time to institute against the Lender, or join in any institution against the Lender of of, any bankruptcy, administration, moratorium, reorganisation, controlled management, arrangement, insolvency, examinership, winding-up or liquidation proceedings or similar insolvency proceedings under any applicable bankruptcy or similar law in connection with any obligation of the Lender relating to the Notes or otherwise owed to the Lender’s creditorsunder this Agreement, save for lodging a claim in the liquidation of the Lender which is initiated by another party or taking proceedings to obtain a declaration or judgment as to the obligations of the Lender. No party to this Agreement The Borrower shall have any no recourse against any director, shareholder, or officer of the Lender in respect of any obligations, covenants or agreement entered into or made by the Lender in respect of this Agreement, except to the extent that any such person acts in bad faith or is negligent or is wilfully in default in the context of its obligations.

Limited Recourse and Non-Petition. NN hereby agrees that, notwithstanding any other provisions hereof, it shall have recourse in respect of any claim against the Lender only to sums in respect of principal, interest or other amounts (if any), as the case may be, received by or for the account of the Lender pursuant ‌ No party to this Agreement (after deduction or withholding of such taxes as may be required to be made by the Lender by law in respect of each such sum or in respect of the Notes and for which the Lender has not received a corresponding payment (also after deduction or withholding of such taxes or duties as may be required to be made by the Lender) in respect thereof pursuant to this Agreement) (the “Lender Assets”), subject always to (i) the Security Interests and (ii) to the fact that any claims of the Managers (as defined in the Subscription Agreement) shall rank in priority to any claims of NN hereunder and that any such claim by any and all such Managers or NN shall be reduced pro rata so that the total of all such claims does not exceed the aggregate value of the Lender Assets after meeting claims secured on them. Neither NN nor any person acting on behalf of it shall be entitled to take any further steps against the Lender to recover any further sums and no debt shall be owed by the Lender to NN in respect of any such further sum. In particular, neither NN nor any other person acting on behalf of it their behalf) shall be entitled at any time to institute against the LenderIssuer, or join in any institution against the Lender of Issuer of, any bankruptcy, administration, moratorium, reorganisation, controlled management, arrangement, insolvency, examinership, winding-up or liquidation proceedings or similar insolvency proceedings under any applicable bankruptcy or similar law in connection with any obligation of the Lender relating to the Notes or otherwise owed to the Lender’s creditorsIssuer under this Agreement, save for lodging a claim in the liquidation of the Lender Issuer which is initiated by another party or taking proceedings to obtain a declaration or judgment as to the obligations of the LenderIssuer. The parties to this Agreement hereby agree that they shall have recourse in respect of any claim against the Issuer only to sums in respect of principal, interest or other amounts (if any), as the case may be, received by or for the account of the Issuer (after deduction or withholding of such taxes as may be required to be made by the Issuer by law in respect of such sum or in respect of the Notes and for which the Issuer has not received a corresponding payment (also after deduction or withholding of such taxes or duties as may be required to be made by the issuer in respect thereof) pursuant to the Loan Agreement) pursuant to the Loan Agreement (the “Issuer Assets”), subject always to (i) the Security Interests (as defined in the Trust Deed) and (ii) to the fact that any claims of the Agents shall rank in priority to any claims of RZD, and that any such claim by any and all such Agents or RZD shall be reduced pro rata so that the total of all such claims does not exceed the aggregate value of the Issuer Assets after meeting claims secured on them. The Trustee having realised the Issuer Assets, neither any Agent, RZD nor any person acting on its behalf shall be entitled to take any further steps against the Issuer to recover any further sums and no debt shall be owed by the Issuer to such person in respect of any such further sum. No party to this Agreement shall have any recourse against any director, shareholder, shareholder or officer of the Lender Issuer in respect of any obligations, covenants or agreement entered into or made by the Lender Issuer in respect of this Agreement, except to the extent that any such person acts in bad faith or is negligent or is wilfully in default in the context of its obligations. The provisions of this Clause 19 shall survive the termination of this Agreement. SCHEDULE 1‌ Specified Offices of the Agents The Principal Paying Agent The Bank of New York Mellon, London Branch, Xxx Xxxxxx Xxxxxx, Xxxxxx X00 0XX, Xxxxxx Xxxxxxx Fax: +00 00 0000 0000 E-mail: xxxxxxx0@xxxxxxxxx.xxx Attention: Corporate Trust Administration Registrar The Bank of New York Xxxxxx XX/NV, Luxembourg Branch, Vertigo Building – Polaris, 0-0 xxx Xxxxxx Xxxxxxx, L-2453 Luxembourg Fax: +000 00000000 E-mail: XXXXX_XXX@xxxxxxxxx.xxx Attention: CT Corporate Admin SCHEDULE 2‌ Regulations concerning the transfer and registration of Notes 1 Each Note shall be in amounts of RUB10,000,000 and higher integral multiples of RUB100,000 in excess thereof (each, an “authorised denomination”). Definitive Certificates, each evidencing entitlement to a principal amount of Notes specified therein, shall be issued in accordance with the Trust Deed and the Agency Agreement to which this Schedule 2 is attached.

Limited Recourse and Non-Petition. NN hereby agrees that, notwithstanding any other provisions hereof, it shall have recourse in respect of any claim against the Lender only to sums in respect of principal, interest or other amounts (if any), as the case may be, received by or for the account of the Lender pursuant No parties to this Agreement (after deduction or withholding of such taxes as may be required to be made by the Lender by law in respect of each such sum or in respect of the Notes and for which the Lender has not received a corresponding payment (also after deduction or withholding of such taxes or duties as may be required to be made by the Lender) in respect thereof pursuant to this Agreement) (the “Lender Assets”), subject always to (i) the Security Interests and (ii) to the fact that any claims of the Managers (as defined in the Subscription Agreement) shall rank in priority to any claims of NN hereunder and that any such claim by any and all such Managers or NN shall be reduced pro rata so that the total of all such claims does not exceed the aggregate value of the Lender Assets after meeting claims secured on them. Neither NN nor any person acting on behalf of it shall be entitled to take any further steps against the Lender to recover any further sums and no debt shall be owed by the Lender to NN in respect of any such further sum. In particular, neither NN nor any other person acting on behalf of it their behalf) shall be entitled at any time to institute against the LenderIssuer, or join in any institution against the Lender of Issuer of, any bankruptcy, administration, moratorium, reorganisation, controlled management, arrangement, insolvency, examinership, winding-up or liquidation proceedings or similar insolvency proceedings under any applicable bankruptcy or similar law in connection with any obligation of the Lender relating to the Notes or otherwise owed to the Lender’s creditorsIssuer under this Agreement, save for lodging a claim in the liquidation of the Lender Issuer which is initiated by another party or taking proceedings to obtain a declaration or judgment as to the obligations of the LenderIssuer. The parties to this Agreement hereby agree that, notwithstanding any other provisions hereof, they shall have recourse in respect of any claim against the Issuer only to sums in respect of principal, interest or other amounts (if any), as the case may be, received by or for the account of the Issuer pursuant to the Loan Agreement (after deduction or withholding of such taxes as may be required to be made by the Issuer by law or regulation in respect of each such sum or in respect of the Notes) (the “Issuer Assets”), subject always to (i) the Security Interests (as defined in the Trust Deed) and (ii) to the fact that any claims of the Agents shall rank in priority to any claims of NN and that any such claim by any and all such Agents or NN shall be reduced pro rata so that the total of all such claims does not exceed the aggregate value of the Issuer Assets after meeting claims secured on them. None of the Agents, NN or any person acting on behalf of any of them shall be entitled to take any further steps against the Issuer to recover any further sums and no debt shall be owed by the Issuer to any such person in respect of any such further sum. No party to this Agreement shall have any recourse against any director, shareholder, shareholder or officer of the Lender Issuer in respect of any obligations, covenants or agreement entered into or made by the Lender Issuer in respect of this Agreement, except to the extent that any such person acts in bad faith or is negligent or is wilfully in default in the context of its obligations. The provisions of this Clause 22 shall survive the termination of this Agreement.

Limited Recourse and Non-Petition. NN ‌ The Borrower hereby agrees that, notwithstanding any other provisions hereof, that it shall have recourse in respect of any claim against the Lender only to sums in respect of principal, interest or other amounts (if any), as the case may be, actually received and retained (net of tax) from the Borrower by or for the account of the Lender pursuant to this Agreement (after deduction or withholding of such taxes as may be required to be made by the Lender by law in respect of each such sum or in respect of the Notes and for which the Lender has not received a corresponding payment (also after deduction or withholding of such taxes or duties as may be required to be made by the Lender) in respect thereof pursuant to this Agreement) (the “Lender Assets”), subject always (A) to (i) the Security Interests (as defined in the Trust Deed) and (iiB) to the fact that any claims of the Joint Lead Managers (as defined in the Subscription Agreement) under the Subscription Agreement shall rank in priority to any claims of NN hereunder the Borrower, and that any such claim by any and all such the Joint Lead Managers or NN the Borrower shall be reduced pro rata so that the total of all such claims does not exceed the aggregate value of the Lender Assets after meeting claims secured on them. Neither NN The Trustee having realised the Lender Assets, neither the Borrower nor any person acting on its behalf of it shall be entitled to take any further steps against the Lender to recover any further sums and no debt shall be owed by the Lender to NN such person in respect of any such further sum. In particular, neither NN the Borrower (nor any other person acting on behalf of it its behalf) shall be entitled at any time to institute against the Lender, Lender or join in any institution against the Lender of any bankruptcy, administration, moratorium, reorganisation, controlled management, arrangement, insolvency, examinership, winding-winding up or liquidation proceedings or similar insolvency proceedings under any applicable bankruptcy or similar law in connection with any obligation of the Lender relating to the Notes or otherwise owed to the Lender’s creditors, save for lodging a claim in the liquidation of the Lender which is initiated by another party or taking proceedings to obtain a declaration or judgment as to the obligations of the Lender. No party to this Agreement The Borrower shall have any no recourse against any director, shareholder, or officer of the Lender in respect of any obligations, covenants or agreement entered into or made by the Lender in respect of this Agreement, except to the extent that any such person acts in bad faith or is negligent or is wilfully in default in the context of its obligations.. The provisions of this Clause 17 (Limited recourse and non-petition) shall survive the termination of this Agreement. Schedule 1‌

Limited Recourse and Non-Petition. NN The parties to this Agreement hereby agrees that, notwithstanding any other provisions hereof, it agree that they shall have recourse in respect of any claim against the Lender Issuer only to sums in respect of principal, interest or other amounts (if any), as the case may be, received by or for the account of the Lender pursuant to this Agreement Issuer (after deduction or withholding of such taxes as may be required to be made by the Lender Issuer by law in respect of each such sum or in respect of the Notes and for which the Lender Issuer has not received a corresponding payment (also after deduction or withholding of such taxes or duties as may be required to be made by the Lender) Issuer in respect thereof thereof) pursuant to this the relevant Loan Agreement) pursuant to the relevant Loan Agreement (the “Lender Issuer Assets”), subject always to (i) the Security Interests (as defined in the Trust Deed) and (ii) to the fact that any claims of the Managers (as defined in the Subscription Agreement) Agents shall rank in priority to any claims of NN hereunder Alfa-Bank, and that any such claim by any and all such Managers Agents or NN Alfa-Bank shall be reduced pro rata so that the total of all such claims does not exceed the aggregate value of the Lender Issuer Assets after meeting claims secured on them. Neither NN The Trustee having realised the Issuer Assets, neither any Agent, Alfa-Bank nor any person acting on their behalf of it shall be entitled to take any further steps against the Lender Issuer to recover any further sums and no debt shall be owed by the Lender Issuer to NN such person in respect of any such further sum. In particular, neither NN any Agent nor Alfa- Bank (nor any other person acting on behalf of it any of them) shall be entitled at any time to institute against the LenderIssuer, or join in any institution against the Lender of Issuer of, any bankruptcy, administration, moratorium, reorganisation, controlled management, arrangement, insolvency, examinership, winding-up or liquidation proceedings or similar insolvency proceedings under any applicable bankruptcy or similar law in connection with any obligation of the Lender relating to the Notes or otherwise owed to the Lender’s creditorsIssuer under this Agreement, save for lodging a claim in the liquidation of the Lender Issuer which is initiated by another party or taking proceedings to obtain a declaration or judgment as to the obligations of the LenderIssuer. No party to this Agreement shall have any recourse against any director, shareholder, or officer of the Lender Issuer in respect of any obligations, covenants or agreement entered into or made by the Lender Issuer in respect of this Agreement, except to the extent that any such person acts in bad faith or is negligent or is wilfully in default in the context of its obligations.