Common use of Rights and discretions Clause in Contracts

Rights and discretions. (a) The Agent may rely on: (i) any representation, notice or document (including, without limitation, any notice given by a Lender pursuant to paragraph (b) or paragraph (c) of Clause 28.2 (Disenfranchisement on Debt Purchase Transactions entered into by Investor Affiliates)) believed by it to be genuine, correct and appropriately authorised; and (ii) any statement made by a director, authorised signatory or employee of any person regarding any matters which may reasonably be assumed to be within his knowledge or within his power to verify. (b) The Agent may assume (unless it has received notice to the contrary in its capacity as agent for the Lenders) that: (i) no Default has occurred (unless it has actual knowledge of a Default arising under Clause 26.1 (Non-payment)); (ii) any right, power, authority or discretion vested in any Party or the Majority Lenders has not been exercised; (iii) any notice or request made by the Company (other than a Utilisation Request) is made on behalf of and with the consent and knowledge of all the Obligors; and (iv) no Notifiable Debt Purchase Transaction: (A) has been entered into; (B) has been terminated; or (C) has ceased to be with an Investor Affiliate. (c) The Agent may engage, pay for and rely on the advice or services of any lawyers, accountants, surveyors or other experts. (d) The Agent may act in relation to the Finance Documents through its personnel and agents. (e) The Agent may disclose to any other Party any information it reasonably believes it has received as agent under this Agreement. (f) Without prejudice to the generality of paragraph (e) above, the Agent may disclose the identity of a Defaulting Lender to the other Finance Parties and the Company and shall disclose the same upon the written request of the Company or the Majority Lenders. (g) Notwithstanding any other provision of any Finance Document to the contrary, none of the Agent or the Arranger is obliged to do or omit to do anything if it would or might in its reasonable opinion constitute a breach of any law or regulation or a breach of a fiduciary duty or duty of confidentiality. (h) The Agent is not obliged to disclose to any Finance Party any details of the rate notified to the Agent by any Lender or Base Reference Bank or the identity of any such Lender or Base Reference Bank for the purpose of Clause 14.2(a)(ii) (Market Disruption).

Rights and discretions. (a) The Intercreditor Agent may rely onmay: (i) rely on any representation, communication, notice or document (including, without limitation, any notice given by a Lender pursuant to paragraph (b) or paragraph (c) of Clause 28.2 (Disenfranchisement on Debt Purchase Transactions entered into by Investor Affiliates)) believed by it to be genuine, correct and appropriately authorised; (ii) assume that: (A) any instructions received by it from the Instructing Group, any Creditors or any group of Creditors are duly given in accordance with the terms of the Debt Documents; (B) unless it has received notice of revocation, that those instructions have not been revoked; and (iiC) if it receives any statement made by instructions to act in relation to the Transaction Security, that all applicable conditions under the Debt Documents for so acting have been satisfied; and (iii) rely on a director, authorised signatory certificate from any person: (A) as to any matter of fact or employee of any person regarding any matters circumstance which may might reasonably be assumed expected to be within his the knowledge of that person; or (B) to the effect that such person approves of any particular dealing, transaction, step, action or within his power to verifything, as sufficient evidence that that is the case and, in the case of paragraph (A) above, may assume the truth and accuracy of that certificate. (b) The Intercreditor Agent may assume (unless it has received notice to the contrary in its capacity as intercreditor agent for the LendersSecured Parties) that: (i) no Default has occurred (unless it has actual knowledge of a Default arising under Clause 26.1 (Non-payment))occurred; (ii) any right, power, authority or discretion vested in any Party or the Majority Lenders any group of Creditors has not been exercised;; and (iii) any notice or request made by the Company (other than a Utilisation Request) Parent is made on behalf of and with the consent and knowledge of all the Obligors; and (iv) no Notifiable Debt Purchase Transaction: (A) has been entered into; (B) has been terminated; or (C) has ceased to be with an Investor AffiliateDebtors. (c) The Intercreditor Agent may engage, engage and pay for the advice or services of any lawyers, accountants, tax advisers, surveyors or other professional advisers or experts. (d) Without prejudice to the generality of paragraph (c) above or paragraph (e) below, the Intercreditor Agent may at any time engage and pay for the services of any lawyers to act as independent counsel to the Intercreditor Agent (and so separate from any lawyers instructed by any Primary Creditor) if the Intercreditor Agent in its reasonable opinion deems this to be desirable. (e) The Intercreditor Agent may rely on the advice or services of any lawyers, accountants, tax advisers, surveyors or other expertsprofessional advisers or experts (whether obtained by the Intercreditor Agent or by any other Party) and shall not be liable for any damages, costs or losses to any person, any diminution in value or any liability whatsoever arising as a result of its so relying. (df) The Intercreditor Agent may act in relation to the Finance Debt Documents and the Security Property through its personnel officers, employees and agentsagents and shall not: (i) be liable for any error of judgment made by any such person; or (ii) be bound to supervise, or be in any way responsible for any loss incurred by reason of misconduct, omission or default on the part of any such person, unless such error or such loss was directly caused by the Intercreditor Agent’s gross negligence or wilful misconduct. (eg) The Unless this Agreement expressly specifies otherwise, the Intercreditor Agent may disclose to any other Party any information it reasonably believes it has received as agent Intercreditor Agent under this Agreement. (f) Without prejudice to the generality of paragraph (e) above, the Agent may disclose the identity of a Defaulting Lender to the other Finance Parties and the Company and shall disclose the same upon the written request of the Company or the Majority Lenders. (gh) Notwithstanding any other provision of any Finance Debt Document to the contrary, none of the Intercreditor Agent or the Arranger is not obliged to do or omit to do anything if it would would, or might in its reasonable opinion opinion, constitute a breach of any law or regulation or a breach of a fiduciary duty or duty of confidentiality. (hi) The Notwithstanding any provision of any Debt Document to the contrary, the Intercreditor Agent is not obliged to disclose to expend or risk its own funds or otherwise incur any Finance Party any details financial liability in the performance of the rate notified to the Agent by any Lender its duties, obligations or Base Reference Bank responsibilities or the identity exercise of any right, power, authority or discretion if it has grounds for believing the repayment of such Lender funds or Base Reference Bank for the purpose of Clause 14.2(a)(ii) (Market Disruption)adequate indemnity against, or security for, such risk or liability is not reasonably assured to it.

Rights and discretions. (a) The Common Security Agent may rely onmay: (i) rely on any representation, communication, notice or document (including, without limitation, any notice given by a Lender pursuant to paragraph (b) or paragraph (c) of Clause 28.2 (Disenfranchisement on Debt Purchase Transactions entered into by Investor Affiliates)) believed by it to be genuine, correct and appropriately authorised; (ii) assume that: (A) any instructions received by it from the Intercreditor Agent, an Instructing Group, any Creditors or any group of Creditors are duly given in accordance with the terms of the Debt Documents; (B) unless it has received notice of revocation, that those instructions have not been revoked; and (iiC) if it receives any statement made by instructions to act in relation to the Transaction Security, that all applicable conditions under the Debt Documents for so acting have been satisfied; and (iii) rely on a director, authorised signatory certificate from any person: (A) as to any matter of fact or employee of any person regarding any matters circumstance which may might reasonably be assumed expected to be within his the knowledge of that person; or (B) to the effect that such person approves of any particular dealing, transaction, step, action or within his power to verifything, as sufficient evidence that that is the case and, in the case of paragraph (A) above, may assume the truth and accuracy of that certificate. (b) The Common Security Agent may assume (unless it has received notice to the contrary in its capacity as agent security trustee for the LendersSecured Parties) that: (i) no Default has occurred (unless it has actual knowledge of a Default arising under Clause 26.1 (Non-payment))occurred; (ii) any right, power, authority or discretion vested in any Party or the Majority Lenders any group of Creditors has not been exercised;; and (iii) any notice or request made by the Company (other than a Utilisation Request) Parent is made on behalf of and with the consent and knowledge of all the Obligors; and (iv) no Notifiable Debt Purchase Transaction: (A) has been entered into; (B) has been terminated; or (C) has ceased to be with an Investor AffiliateDebtors and Security Providers. (c) The Common Security Agent may engage, engage and pay for the advice or services of any lawyers, accountants, tax advisers, surveyors or other professional advisers or experts. (d) Without prejudice to the generality of paragraph (c) above or paragraph (e) below, the Common Security Agent may at any time engage and pay for the services of any lawyers to act as independent counsel to the Common Security Agent (and so separate from any lawyers instructed by any Primary Creditor) if the Common Security Agent in its reasonable opinion deems this to be desirable. (e) The Common Security Agent may rely on the advice or services of any lawyers, accountants, tax advisers, surveyors or other expertsprofessional advisers or experts (whether obtained by the Common Security Agent or by any other Party) and shall not be liable for any damages, costs or losses to any person, any diminution in value or any liability whatsoever arising as a result of its so relying. (df) The Agent Common Security Agent, any Receiver and any Delegate may act in relation to the Finance Debt Documents and the Security Property through its personnel officers, employees and agentsagents and shall not: (i) be liable for any error of judgement made by any such person; or (ii) be bound to supervise, or be in any way responsible for any loss incurred by reason of misconduct, omission or default on the part of any such person, unless such error or such loss was directly caused by the Common Security Agent’s, Receiver’s or Delegate’s gross negligence or wilful misconduct. (eg) The Unless this Agreement expressly specifies otherwise, the Common Security Agent may disclose to any other Party any information it reasonably believes it has received as agent security trustee under this Agreement. (f) Without prejudice to the generality of paragraph (e) above, the Agent may disclose the identity of a Defaulting Lender to the other Finance Parties and the Company and shall disclose the same upon the written request of the Company or the Majority Lenders. (gh) Notwithstanding any other provision of any Finance Debt Document to the contrary, none of the Common Security Agent or the Arranger is not obliged to do or omit to do anything if it would would, or might in its reasonable opinion opinion, constitute a breach of any law or regulation or a breach of a fiduciary duty or duty of confidentiality. (hi) The Notwithstanding any provision of any Debt Document to the contrary, the Common Security Agent is not obliged to disclose to expend or risk its own funds or otherwise incur any Finance Party any details financial liability in the performance of the rate notified to the Agent by any Lender its duties, obligations or Base Reference Bank responsibilities or the identity exercise of any right, power, authority or discretion if it has grounds for believing the repayment of such Lender funds or Base Reference Bank for the purpose of Clause 14.2(a)(ii) (Market Disruption)adequate indemnity against, or security for, such risk or liability is not reasonably assured to it.

Rights and discretions. (a) The Agent may rely onmay: (i) rely on any representation, communication, notice or document (including, without limitation, any notice given by a Lender pursuant to paragraph (b) or paragraph (c) of Clause 28.2 (Disenfranchisement on Debt Purchase Transactions entered into by Investor Affiliates)) believed by it to be genuine, correct and appropriately authorised; (ii) assume that: (A) any instructions received by it from the Majority Lenders, any Lenders or any group of Lenders are duly given in accordance with the terms of the Finance Documents; and (iiB) unless it has received notice of revocation, that those instructions have not been revoked; and (iii) rely on a certificate from any statement made by a director, authorised signatory person: (A) as to any matter of fact or employee of any person regarding any matters circumstance which may might reasonably be assumed expected to be within his the knowledge of that person; or (B) to the effect that such person approves of any particular dealing, transaction, step, action or within his power to verifything, as sufficient evidence that that is the case and, in the case of paragraph (A) above, may assume the truth and accuracy of that certificate. (b) The Agent may assume (unless it has received notice to the contrary in its capacity as agent for the Lenders) that: (i) no Default has occurred (unless it has actual knowledge of a Default arising under Clause 26.1 22.1 (Non-payment)); (ii) any right, power, authority or discretion vested in any Party or the Majority any group of Lenders has not been exercised;; and (iii) any notice or request made by the Company Borrower (other than a the Utilisation RequestRequest or Selection Notice) is made on behalf of and with the consent and knowledge of all the Obligors; and (iv) no Notifiable Debt Purchase Transaction: (A) has been entered into; (B) has been terminated; or (C) has ceased to be with an Investor AffiliateParent Guarantor. (c) The Agent may engage, engage and pay for the advice or services of any lawyers, accountants, tax advisers, surveyors or other professional advisers or experts. (d) Without prejudice to the generality of paragraph (c) above or paragraph (e) below, the Agent may at any time engage and pay for the services of any lawyers to act as independent counsel to the Agent (and so separate from any lawyers instructed by the Lenders) if the Agent in its reasonable opinion deems this to be necessary. (e) The Agent may rely on the advice or services of any lawyers, accountants, tax advisers, surveyors or other expertsprofessional advisers or experts (whether obtained by the Agent or by any other Party) and shall not be liable for any damages, costs or losses to any person, any diminution in value or any liability whatsoever arising as a result of its so relying. (df) The Agent may act in relation to the Finance Documents through its personnel officers, employees and agentsagents and the Agent shall not: (i) be liable for any error or judgment made by any such person; or (ii) be bound to supervise, or be in the way responsible for any loss incurred by reason of misconduct, omission or default on the part of any other person, unless such error or such loss was directly caused by the Agent’s gross negligence or wilful misconduct. (eg) The Unless a Finance Document expressly provides otherwise the Agent may disclose to any other Party any information it reasonably believes it has received as agent under this Agreement. (f) Without prejudice to the generality of paragraph (e) above, the Agent may disclose the identity of a Defaulting Lender to the other Finance Parties and the Company and shall disclose the same upon the written request of the Company or the Majority Lenders. (gh) Notwithstanding any other provision of any Finance Document to the contrary, none of neither the Agent or nor the Arranger is obliged to do or omit to do anything if it would would, or might in its reasonable opinion opinion, constitute a breach of any law or regulation or a breach of a fiduciary duty or duty of confidentiality. (hi) The Notwithstanding any provision of any Finance Document to the contrary, the Agent is not obliged to disclose to expend or risk its own funds or otherwise incur any Finance Party any details financial liability in the performance of the rate notified to the Agent by any Lender its duties, obligations or Base Reference Bank responsibilities or the identity exercise of any right, power, authority or discretion if it has grounds for believing the repayment of such Lender funds or Base Reference Bank for the purpose of Clause 14.2(a)(ii) (Market Disruption)adequate indemnity against, or security for, such risk or liability is not reasonably assured to it.

Rights and discretions. (a) The Administrative Agent and each Creditor’s Representative under a Syndicated Bank Facility may rely on: (i) any representation, notice or document (including, without limitationfor the avoidance of doubt, any representation, notice given by a Lender or document communicating the consent of the Majority Participating Creditors pursuant to paragraph Clause 38.1 (b) or paragraph (c) of Clause 28.2 (Disenfranchisement on Debt Purchase Transactions entered into by Investor AffiliatesRequired consents)) believed by it to be genuine, correct and appropriately authorised; and (ii) any statement made by a director, authorised signatory or employee of any person regarding any matters which may reasonably be assumed to be within his knowledge or within his power to verify. (b) The Administrative Agent may assume (unless it has received notice to the contrary in its capacity as agent for the LendersParticipating Creditors) and each Creditor’s Representative under a Syndicated Bank Facility may assume that: (i) no Default has occurred (unless it has actual knowledge of a Default arising under Clause 26.1 (Non-payment)); (ii) any right, power, authority or discretion vested in any Party or the Majority Lenders Participating Creditors has not been exercised;; and (iii) any notice or request made by the Company Parent (other than a Utilisation Request) is made on behalf of and with the consent and knowledge of all the Obligors; and (iv) no Notifiable Debt Purchase Transaction: (A) has been entered into; (B) has been terminated; or (C) has ceased to be with an Investor Affiliate. (c) The Administrative Agent and each Creditor’s Representative under a Syndicated Bank Facility may engage, pay for and rely on the advice or services of any lawyers, accountants, surveyors or other experts. (d) The Administrative Agent may act in relation to the Finance Documents through its personnel and agentsagents and through any necessary subagent, local agent or Affiliate and for that purpose, may enter into any agreement or cause any agreement to be entered into, by any such subagent, local agent or Affiliate, including the execution, delivery, performance or enforcement of any Transaction Security Document. (e) The Administrative Agent may disclose to any other Party any information it reasonably believes it has received as agent under this Agreement. (f) Without prejudice to the generality of paragraph (e) above, the Agent may disclose the identity of a Defaulting Lender to the other Finance Parties and the Company and shall disclose the same upon the written request of the Company or the Majority Lenders. (g) Notwithstanding any other provision of any Finance Document or any Syndicated Bank Facility, as applicable, to the contrary, none of neither the Agent or Administrative Agent, any Creditor’s Representative under a Syndicated Bank Facility nor the Arranger is Co-ordinating Committee Banks are obliged to do or omit to do anything if it would or might in its reasonable opinion constitute a breach of any law or and regulation or a breach of a fiduciary duty or duty of confidentiality. (hg) The Agent is not obliged to Any Creditor’s Representative under a Syndicated Bank Facility may disclose to any Finance other Party any details of the rate notified to the Agent by any Lender or Base Reference information it reasonably believes it has received as agent under a Syndicated Bank or the identity of any such Lender or Base Reference Bank for the purpose of Clause 14.2(a)(ii) (Market Disruption)Facility.

Rights and discretions. (a) The Security Agent may rely onmay: (i) rely on any representation, communication, notice or document (including, without limitation, any notice given by a Lender pursuant to paragraph (b) or paragraph (c) of Clause 28.2 (Disenfranchisement on Debt Purchase Transactions entered into by Investor Affiliates)) believed by it to be genuine, correct and appropriately authorised; (ii) assume that: (A) any instructions received by it from the Agent, any Lenders or any group of Lenders are duly given in accordance with the terms of the Finance Documents; (B) unless it has received notice of revocation, that those instructions have not been revoked; and (iiC) if it receives any statement made by instructions to act in relation to the Transaction Security, that all applicable conditions under the Finance Documents for so acting have been satisfied; and (iii) rely on a director, authorised signatory certificate from any person: (A) as to any matter of fact or employee of any person regarding any matters circumstance which may might reasonably be assumed expected to be within his the knowledge of that person; or (B) to the effect that such person approves of any particular dealing, transaction, step, action or within his power to verifything, as sufficient evidence that that is the case and, in the case of paragraph (iii) above, may assume the truth and accuracy of that certificate. (b) The Security Agent shall be entitled to carry out all dealings with the Lenders through the Agent and may give to the Agent any notice or other communication required to be given by the Security Agent to the Lenders. (c) The Security Agent may assume (unless it has received notice to the contrary in its capacity as agent security trustee for the LendersSecured Parties) that: (i) no Default has occurred (unless it has actual knowledge of a Default arising under Clause 26.1 (Non-payment))occurred; (ii) any right, power, authority or discretion vested in any Party Party, any Lenders or the Majority any group of Lenders has not been exercised;; and (iii) any notice or request made by the Company (other than a Utilisation Request) Borrower is made on behalf of and with the consent and knowledge of all the Obligors; and (iv) no Notifiable Debt Purchase Transaction: (A) has been entered into; (B) has been terminated; or (C) has ceased to be with an Investor Affiliate. (cd) The Security Agent may engage, engage and pay for the advice or services of any lawyers, accountants, tax advisers, surveyors or other professional advisers or experts. (e) Without prejudice to the generality of paragraph (d) above or paragraph (f) below, the Security Agent may at any time engage and pay for the services of any lawyers to act as independent counsel to the Security Agent (and so separate from any lawyers instructed by any Finance Party) if the Security Agent in its reasonable opinion deems this to be desirable. (f) The Security Agent may rely on the advice or services of any lawyers, accountants, tax advisers, surveyors or other expertsprofessional advisers or experts (whether obtained by the Security Agent or by any other Party) and shall not be liable for any damages, costs or losses to any person, any diminution in value or any liability whatsoever arising as a result of its so relying. (dg) The Agent Security Agent, any Receiver and any Delegate may act in relation to the Finance Documents and the Transaction Security through its personnel officers, employees and agentsagents and shall not: (i) be liable for any error of judgment made by any such person; or (ii) be bound to supervise, or be in any way responsible for any loss incurred by reason of misconduct, omission or default on the part of any such person, unless such error or such loss was directly caused by the Security Agent’s, Receiver’s or Delegate’s gross negligence or wilful misconduct. (eh) The Unless this Agreement expressly specifies otherwise, the Security Agent may disclose to any other Party any information it reasonably believes it has received as agent security trustee under this Agreement. (f) Without prejudice to the generality of paragraph (e) above, the Agent may disclose the identity of a Defaulting Lender to the other Finance Parties and the Company and shall disclose the same upon the written request of the Company or the Majority Lenders. (gi) Notwithstanding any other provision of any Finance Document to the contrary, none of the Security Agent or the Arranger is not obliged to do or omit to do anything if it would would, or might in its reasonable opinion opinion, constitute a breach of any law or regulation or a breach of a any fiduciary duty or duty of confidentiality. (hj) The Notwithstanding any provision of any Finance Document to the contrary, the Security Agent is not obliged to disclose to expend or risk its own funds or otherwise incur any Finance Party any details financial liability in the performance of the rate notified to the Agent by any Lender its duties, obligations or Base Reference Bank responsibilities or the identity exercise of any right, power, authority or discretion if it has grounds for believing the repayment of such Lender funds or Base Reference Bank for the purpose of Clause 14.2(a)(ii) (Market Disruption)adequate indemnity against, or security for, such risk or liability is not reasonably assured to it.

Rights and discretions. (a) The Agent may rely on: (i) any representation, notice or document (including, without limitationfor the avoidance of doubt, any representation, notice given by a Lender or document communicating the consent of the Majority Lenders pursuant to paragraph Clause 36.1 (b) or paragraph (c) of Clause 28.2 (Disenfranchisement on Debt Purchase Transactions entered into by Investor AffiliatesRequired consents)) believed by it to be genuine, correct and appropriately authorised; and (ii) any statement made by a director, authorised signatory or employee of any person regarding any matters which may reasonably be assumed to be within his knowledge or within his power to verify. (b) The Agent may assume (unless it has received notice to the contrary in its capacity as agent for the Lenders) that: (i) no Default has occurred (unless it has actual knowledge of a Default arising under Clause 26.1 24.1 (Non-payment)); (ii) any right, power, authority or discretion vested in any Party or the Majority Lenders has not been exercised;; and (iii) any notice or request made by the Company (other than a Utilisation Request) is made on behalf of and with the consent and knowledge of all the Obligors; and (iv) no Notifiable Debt Purchase Transaction: (A) has been entered into; (B) has been terminated; or (C) has ceased to be with an Investor Affiliate. (c) The Agent may engage, pay for and rely on the advice or services of any lawyers, accountants, surveyors or other experts. (d) The Agent may act in relation to the Finance Documents through its personnel and agents. (e) The Agent may disclose to any other Party any information it reasonably believes it has received as agent under this Agreement. (f) Without prejudice to the generality of paragraph (e) above, the Agent may disclose the identity of a Defaulting Lender to the other Finance Parties and the Company and shall disclose the same upon the written request of the Company or the Majority Lenders. (g) Notwithstanding any other provision of any Finance Document to the contrary, none of neither the Agent or nor the Arranger Arranger, is obliged to do or omit to do anything if it would or might in its reasonable opinion constitute a breach of any law or and regulation or a breach of a fiduciary duty or duty of confidentiality. (h) The Agent is not obliged to disclose to any Finance Party any details of the rate notified to the Agent by any Lender or Base Reference Bank or the identity of any such Lender or Base Reference Bank for the purpose of Clause 14.2(a)(ii) (Market Disruption).

Rights and discretions. (a) The Agent may rely onmay: (i) rely on any representation, communication, notice or document (including, without limitation, any notice given by a Lender pursuant to paragraph (b) or paragraph (c) of Clause 28.2 (Disenfranchisement on Debt Purchase Transactions entered into by Investor Affiliates)) believed by it to be genuine, correct and appropriately authorisedauthorised and shall have no duty to verify any signature on any document; (ii) assume that: (A) any instructions received by it from the Majority Lenders, any Lenders or any group of Lenders are duly given in accordance with the terms of the Finance Documents; and (iiB) unless it has received notice of revocation, that those instructions have not been revoked; (iii) rely on a certificate from any person: (A) as to any matter of fact or circumstance which might reasonably be expected to be within the knowledge of that person; or (B) to the effect that such person approves of any particular dealing, transaction, step, action or thing, as sufficient evidence that that is the case and, in the case of paragraph (A) above, may assume the truth and accuracy of that certificate; and (iv) rely on any statement made or purportedly made by a director, authorised signatory or employee of any person regarding any matters which may reasonably be assumed to be within his knowledge or within his power to verify. (b) The Agent may assume (unless it has received notice to the contrary in its capacity as agent for the Lenders) that: (i) no Default has occurred (unless it has actual knowledge of a Default arising under Clause 26.1 24 (Non-paymentEvents of Default)); (ii) any right, power, authority or discretion vested in any Party or the Majority Lenders or any group of Lenders has not been exercised; (iii) any notice or request made by the Company Borrower (other than a Utilisation RequestRequest or Selection Notice) is made on behalf of and with the consent and knowledge of all the Obligors; and (iv) no Notifiable Debt Purchase Transaction: (A) has been entered into; (B) has been terminated; or (C) has ceased to be with an Investor a Sponsor Affiliate. (c) The Agent may engage, pay for and rely on the advice or services of any lawyers, accountants, tax advisers, surveyors or other expertsprofessional advisers or experts (whether obtained by the Agent or by any other Party) and shall not be liable for any damages, costs or losses to any person, any diminution in value or any liability whatsoever arising as a result of its so relying. (d) Without prejudice to the generality of paragraph (c) above, the Agent may at any time engage and pay for the services of any lawyers to act as independent counsel to the Agent (and so separate from any lawyers instructed by the Lenders) if the Agent in its reasonable opinion deems this to be desirable. (e) The Agent may act in relation to the Finance Documents through its personnel officers, employees and agentsagents and the Agent shall not: (i) be liable for any error of judgment made by any such person; or (ii) be bound to supervise, or be in any way responsible for, any loss incurred by reason of misconduct, omission or default on the part of any such person, unless such error or such loss was directly caused by the Agent’s gross negligence or wilful misconduct. (ef) The Unless a Finance Document expressly provides otherwise, the Agent may disclose to any other Party any information it reasonably believes it has received as agent under this Agreement. (fg) Without prejudice to the generality of paragraph (ef) above, the Agent Agent: (i) may disclose disclose; and (ii) on the written request of the Borrower or the Majority Lenders shall, as soon as reasonably practicable, disclose, the identity of a Defaulting Lender to the Borrower and the other Finance Parties and the Company and shall disclose the same upon the written request of the Company or the Majority LendersParties. (gh) Notwithstanding any other provision of any Finance Document to the contrary, none of the Agent or the Arranger is not obliged to do or omit to do anything if it would or might in its reasonable opinion constitute a breach of any law or regulation or a breach of a fiduciary duty or duty of confidentiality. (hi) The Notwithstanding any other provision of any Finance Document to the contrary, the Agent is may not obliged to disclose to any Finance Party any details of the rate notified to the Agent by any Lender or Base Reference Bank or the identity of any such Lender or Base Reference Bank for the purpose of Clause 14.2(a)(iiparagraph (a)(ii) of clause 13.2 (Market Disruptiondisruption). (j) Notwithstanding any provision of any Finance Document to the contrary, the Agent is not obliged to expend or risk its own funds or otherwise incur any financial liability in the performance of its duties, obligations or responsibilities or the exercise of any right, power, authority or discretion if it has grounds for believing the repayment of such funds or adequate indemnity against, or security for, such risk or liability is not reasonably assured to it.

Rights and discretions. (a) The Agent may rely on: (i) any representation, notice or document (including, without limitation, any notice given by a Lender pursuant to paragraph (bclause 29.2(b) or paragraph (c29.2(c) of Clause 28.2 (Disenfranchisement on Debt Purchase Transactions entered into by Investor Sponsor Affiliates)) believed by it to be genuine, correct and appropriately authorised; and (ii) any statement made by a director, authorised signatory or employee of any person regarding any matters which may reasonably be assumed to be within his knowledge or within his power to verify. (b) The Agent may assume (unless it has received notice to the contrary in its capacity as agent for the Lenders) that: (i) no Default has occurred (unless it has actual knowledge of a Default arising under Clause 26.1 clause 27.1 (Non-payment)); (ii) any right, power, authority or discretion vested in any Party or the Majority Lenders has not been exercised; (iii) any notice or request made by the Company (other than a Utilisation RequestRequest or Selection Notice) is made on behalf of and with the consent and knowledge of all the Obligors; and (iv) no Notifiable Debt Purchase Transaction: (A) has been entered into; (B) has been terminated; or (C) has ceased to be with an Investor a Sponsor Affiliate. (c) The Agent may engage, pay for and rely on the advice or services of any lawyers, accountants, surveyors or other experts. (d) The Agent may act in relation to the Finance Documents through its personnel and agents. (e) The Agent may disclose to any other Party any information it reasonably believes it has received as agent under this Agreement. (f) Without prejudice to the generality of paragraph (eclause 31.6(e) above, the Agent may disclose the identity of a Defaulting Lender to the other Finance Parties and the Company and shall disclose the same upon the written request of the Company or the Majority Lenders. (g) Notwithstanding any other provision of any Finance Document to the contrary, none of the Agent or the Arranger Arrangers is obliged to do or omit to do anything if it would or might in its reasonable opinion constitute a breach of any law or regulation or a breach of a fiduciary duty or duty of confidentiality. (h) The Agent is may not obliged to disclose to any Finance Party any details of the rate notified to the Agent by any Lender or Base Reference Bank or the identity of any such Lender or Base Reference Bank for the purpose of Clause 14.2(a)(iiclause 15.3(a)(ii) (Market Disruptiondisruption).

Rights and discretions. (a) The Facility Agent may rely on: (i) any representation, notice or document (including, without limitation, any notice given by a Lender pursuant to paragraph (b) or paragraph (c) of Clause 28.2 (Disenfranchisement on Debt Purchase Transactions entered into by Investor Affiliates)) believed by it to be genuine, correct and appropriately authorised; and (ii) any statement made by a director, authorised signatory or employee of any person regarding any matters which may reasonably be assumed to be within his knowledge or within his power to verify. (b) The Facility Agent may assume (unless it has received notice to the contrary in its capacity as agent for the Lenders) that: (i) no Default has occurred (unless it has actual knowledge of a Default arising under Clause 26.1 (Non-payment)); (ii) any right, power, authority or discretion vested in any Party or the Majority Lenders has not been exercised;; and (iii) any notice or request made by the Company Parent (other than a Utilisation Request) is made on behalf of and with the consent and knowledge of all the Obligors; and (iv) no Notifiable Debt Purchase Transaction: (A) has been entered into; (B) has been terminated; or (C) has ceased to be with an Investor Affiliate. (c) The Facility Agent may (acting reasonably) engage, pay for and rely on the advice or services of any lawyers, accountants, surveyors or other experts. (d) The Facility Agent may act in relation to the Finance Documents through its personnel and agents. (e) The Facility Agent may disclose to any other Party any information it reasonably believes it has received as agent under this Agreement. (f) Without prejudice to the generality of paragraph (e) above, the Agent may disclose the identity of a Defaulting Lender to the other Finance Parties and the Company and shall disclose the same upon the written request of the Company or the Majority Lenders. (g) Notwithstanding any other provision of any Finance Document to the contrary, none neither of the Facility Agent or nor the Arranger Mandated Lead Arrangers is obliged to do or omit to do anything if it would or might in its reasonable opinion constitute a breach of any law or regulation or a breach of a fiduciary duty or duty of confidentiality. (h) The Agent is not obliged to disclose to any Finance Party any details of the rate notified to the Agent by any Lender or Base Reference Bank or the identity of any such Lender or Base Reference Bank for the purpose of Clause 14.2(a)(ii) (Market Disruption).

Rights and discretions. (a) The Collateral Agent may rely onmay: (i) rely on any representation, communication, notice or document (including, without limitation, any notice given by a Lender pursuant to paragraph (b) or paragraph (c) of Clause 28.2 (Disenfranchisement on Debt Purchase Transactions entered into by Investor Affiliates)) believed by it to be genuine, correct and appropriately authorised; (ii) assume that: (A) any instructions received by it from the Instructing Group, any Creditors or any group of Creditors are duly given in accordance with the terms of the Debt Documents; (B) unless it has received notice of revocation, that those instructions have not been revoked; and (iiC) if it receives any statement made by instructions to act in relation to the Transaction Security, that all applicable conditions under the Debt Documents for so acting have been satisfied; and (iii) rely on a director, authorised signatory certificate from any person: (A) as to any matter of fact or employee of any person regarding any matters circumstance which may might reasonably be assumed expected to be within his the knowledge of that person; or (B) to the effect that such person approves of any particular dealing, transaction, step, action or within his power to verifything, as sufficient evidence that that is the case and, in the case of paragraph (A) above, may assume the truth and accuracy of that certificate. (b) The Collateral Agent may assume (unless it has received notice to the contrary in its capacity as agent security trustee for the LendersSecured Parties) that: (i) no Default has occurred (unless it has actual knowledge of a Default arising under Clause 26.1 (Non-payment))occurred; (ii) any right, power, authority or discretion vested in any Party or the Majority Lenders any group of Creditors has not been exercised;; and (iii) any notice or request made by the Company (other than a Utilisation Request) Parent is made on behalf of and with the consent and knowledge of all the Obligors; and (iv) no Notifiable Debt Purchase Transaction: (A) has been entered into; (B) has been terminated; or (C) has ceased to be with an Investor AffiliateDebtors. (c) The Collateral Agent may engage, engage and pay for the advice or services of any lawyers, accountants, tax advisers, surveyors or other professional advisers or experts. (d) Without prejudice to the generality of paragraph (c) above or paragraph (e) below, the Collateral Agent may at any time engage and pay for the services of any lawyers to act as independent counsel to the Collateral Agent (and so separate from any lawyers instructed by any other Pari Passu Creditor) if the Collateral Agent in its reasonable opinion deems this to be desirable. (e) The Collateral Agent may rely on the advice or services of any lawyers, accountants, tax advisers, surveyors or other expertsprofessional advisers or experts (whether obtained by the Collateral Agent or by any other Party) and shall not be liable for any damages, costs or losses to any person, any diminution in value or any liability whatsoever arising as a result of its so relying. (df) The Agent Collateral Agent, any Receiver and any Delegate may act in relation to the Finance Debt Documents and the Security Property through its personnel officers, employees and agentsagents and shall not: (i) be liable for any error of judgment made by any such person; or (ii) be bound to supervise, or be in any way responsible for any loss incurred by reason of misconduct, omission or default on the part of any such person, unless such error or such loss was directly caused by the Collateral Agent’s, Receiver’s or Delegate’s wilful misconduct or the Receiver’s gross negligence. (eg) The Unless this Deed expressly specifies otherwise, the Collateral Agent may disclose to any other Party any information it reasonably believes it has received as agent security trustee under this AgreementDeed. (f) Without prejudice to the generality of paragraph (e) above, the Agent may disclose the identity of a Defaulting Lender to the other Finance Parties and the Company and shall disclose the same upon the written request of the Company or the Majority Lenders. (gh) Notwithstanding any other provision of any Finance Debt Document to the contrary, none of the Collateral Agent or the Arranger is not obliged to do or omit to do anything if it would would, or might in its reasonable opinion opinion, constitute a breach of any law or regulation or a breach of a fiduciary duty or duty of confidentiality. (hi) The Notwithstanding any provision of any Debt Document to the contrary, the Collateral Agent is not obliged to disclose to expend or risk its own funds or otherwise incur any Finance Party any details financial liability in the performance of the rate notified to the Agent by any Lender its duties, obligations or Base Reference Bank responsibilities or the identity exercise of any right, power, authority or discretion if it has grounds for believing the repayment of such Lender funds or Base Reference Bank for the purpose of Clause 14.2(a)(ii) (Market Disruption)adequate indemnity against, or security for, such risk or liability is not reasonably assured to it.

Rights and discretions. (a) The Administrative Agent and the Issuing Bank may rely on: (i) any representation, notice or document (including, without limitation, any notice given by a Lender pursuant to paragraph (b) or paragraph (c) of Clause 28.2 (Disenfranchisement on Debt Purchase Transactions entered into by Investor Affiliates)) believed by it to be genuine, correct and appropriately authorised; and (ii) any statement made by a director, authorised signatory or employee of any person regarding any matters which may reasonably be assumed to be within his knowledge or within his power to verify. (b) The Administrative Agent may assume (unless it has received notice to the contrary in its capacity as agent Administrative Agent for the LendersParticipating Banks) that: (i) no Default has occurred (unless it has actual knowledge of a Default arising under Clause 26.1 (Non-payment)); (ii) any right, power, authority or discretion vested in any Party or the Majority Lenders Participating Banks has not been exercised;; and (iii) any notice or request made by the Company (other than a Utilisation an Issuance Request) is made on behalf of and with the consent and knowledge of all the Obligors; and (iv) no Notifiable Debt Purchase Transaction: (A) has been entered into; (B) has been terminated; or (C) has ceased to be with an Investor Affiliate. (c) The Administrative Agent may engage, pay for and rely on the advice or services of any lawyers, accountants, surveyors or other experts. (d) The Administrative Agent may act in relation to the Finance Documents through its personnel and agents. (e) The Administrative Agent may disclose to any other Party any information it reasonably believes it has received as agent Administrative Agent under this Agreement. (f) Without prejudice to the generality of paragraph (e) above, the Administrative Agent may disclose the identity of a Defaulting Lender Participating Bank to the other Finance Parties and the Company and shall disclose the same upon the written request of the Company or the Majority LendersParticipating Banks. (g) Notwithstanding any other provision of any Finance Document to the contrary, none of the Agent Administrative Agent, the Arranger or the Arranger Issuing Bank is obliged to do or omit to do anything if it would or might in its reasonable opinion constitute a breach of any law or regulation or a breach of a fiduciary duty or duty of confidentiality. (h) The Agent is not obliged to disclose to any Finance Party any details of the rate notified to the Agent by any Lender or Base Reference Bank or the identity of any such Lender or Base Reference Bank for the purpose of Clause 14.2(a)(ii) (Market Disruption).

Rights and discretions. (a) The Agent may rely onmay: (i) rely on any representation, communication, notice or document (including, without limitation, any notice given by a Lender pursuant to paragraph (b) or paragraph (c) of Clause 28.2 (Disenfranchisement on Debt Purchase Transactions entered into by Investor Affiliates)) believed by it to be genuine, correct and appropriately authorised; (ii) assume that: (A) any instructions received by it from the Majority Lenders, any Lenders or any group of Lenders are duly given in accordance with the terms of the Finance Documents; and (iiB) unless it has received notice of revocation, that those instructions have not been revoked; and (iii) rely on a certificate from any statement made by a director, authorised signatory person: (A) as to any matter of fact or employee of any person regarding any matters circumstance which may might reasonably be assumed expected to be within his the knowledge of that person; or (B) to the effect that such person approves of any particular dealing, transaction, step, action or within his power to verifything, as sufficient evidence that that is the case and, in the case of paragraph (A) above, may assume the truth and accuracy of that certificate. (b) The Agent may assume (unless it has received notice to the contrary in its capacity as agent for the Lenders) that: (i) no Default has occurred (unless it has actual knowledge of a Default arising under Clause 26.1 22.1 (Non-payment)); (ii) any right, power, authority or discretion vested in any Party or the Majority any group of Lenders has not been exercised;; and (iii) any notice or request made by the Company (other than a Utilisation RequestRequest or Selection Notice) is made on behalf of and with the consent and knowledge of all the Obligors; and (iv) no Notifiable Debt Purchase Transaction: (A) has been entered into; (B) has been terminated; or (C) has ceased to be with an Investor Affiliate. (c) The Agent may engage, engage and pay for the advice or services of any lawyers, accountants, tax advisers, surveyors or other professional advisers or experts. (d) Without prejudice to the generality of paragraph (c) above or paragraph (e) below, the Agent may at any time engage and pay for the services of any lawyers to act as independent counsel to the Agent (and so separate from any lawyers instructed by the Lenders) if the Agent in its reasonable opinion deems this to be necessary. (e) The Agent may rely on the advice or services of any lawyers, accountants, tax advisers, surveyors or other expertsprofessional advisers or experts (whether obtained by the Agent or by any other Party) and shall not be liable for any damages, costs or losses to any person, any diminution in value or any liability whatsoever arising as a result of its so relying. (df) The Agent may act in relation to the Finance Documents through its personnel officers, employees and agents. (eg) The Unless a Finance Document expressly provides otherwise the Agent may disclose to any other Party any information it reasonably believes it has received as agent under this Agreement. (f) Without prejudice to the generality of paragraph (e) above, the Agent may disclose the identity of a Defaulting Lender to the other Finance Parties and the Company and shall disclose the same upon the written request of the Company or the Majority Lenders. (gh) Notwithstanding any other provision of any Finance Document to the contrary, none of neither the Agent or nor the Arranger is obliged to do or omit to do anything if it would or might in its reasonable opinion constitute a breach of any law or regulation or a breach of a fiduciary duty or duty of confidentiality. (hi) The Notwithstanding any provision of any Finance Document to the contrary, the Agent is not obliged to disclose to expend or risk its own funds or otherwise incur any Finance Party any details financial liability in the performance of the rate notified to the Agent by any Lender its duties, obligations or Base Reference Bank responsibilities or the identity exercise of any right, power, authority or discretion if it has grounds for believing the repayment of such Lender funds or Base Reference Bank for the purpose of Clause 14.2(a)(ii) (Market Disruption)adequate indemnity against, or security for, such risk or liability is not reasonably assured to it.

Rights and discretions. (a) The PIK Facility Agent and each Arranger may rely on: (i) any representation, notice or document (including, without limitation, any notice given by a Lender pursuant to paragraph (b) or paragraph (c) of Clause 28.2 (Disenfranchisement on Debt Purchase Transactions entered into by Investor Affiliates)) believed by it to be genuine, correct and appropriately authorised; and (ii) any statement made by a director, authorised signatory or employee of any person regarding any matters which may reasonably be assumed to be within his knowledge or within his power to verify. (b) The PIK Facility Agent may assume (unless it has received notice to the contrary in its capacity as agent for the Lenders) that: (i) no Default has occurred (unless it has actual knowledge of a Default arising under Clause 26.1 21.1 (Non-payment)); (ii) any right, power, authority or discretion vested in any Party or any group of the Majority Lenders has not been exercised;; and (iii) any notice or request made by the Company (other than a including any Utilisation Request) is made on behalf of and with the consent and knowledge of all the Obligors; and. (iv) no Notifiable Debt Purchase Transaction: (A) has been entered into; (B) has been terminated; or (C) has ceased to be with an Investor Affiliate. (c) The PIK Facility Agent and each Lender may engage, pay for and rely on the advice or services of any lawyers, accountants, surveyors or other experts. (dc) The PIK Facility Agent and each Lender may act in relation to the PIK Finance Documents through its personnel and agents and shall not be liable for the negligence or misconduct of such agents. (ed) The PIK Facility Agent may disclose to any other Party any information it reasonably believes it has received as agent under this Agreement. (f) Without prejudice to the generality of paragraph (e) above, the Agent may disclose the identity of a Defaulting Lender to the other Finance Parties and the Company and shall disclose the same upon the written request of the Company or the Majority Lenders. (g) Notwithstanding any other provision of any PIK Finance Document to the contrary, none of the PIK Facility Agent or the Arranger Arrangers is obliged to do or omit to do anything if it would or might in its reasonable opinion constitute a breach of any law or regulation or a breach of a fiduciary duty or duty of confidentiality. (h) The Agent is not obliged to disclose to any Finance Party any details of the rate notified to the Agent by any Lender or Base Reference Bank or the identity of any such Lender or Base Reference Bank for the purpose of Clause 14.2(a)(ii) (Market Disruption).

Rights and discretions. (a) The Agent may rely onand the Security Agent may: (i) rely on any representation, communication, notice or document (including, without limitation, any notice given by a Lender pursuant to paragraph (b) or paragraph (c) of Clause 28.2 (Disenfranchisement on Debt Purchase Transactions entered into by Investor Affiliates)) believed by it to be genuine, correct and appropriately authorised; authorised and, other than in the case of manifest error, shall have no duty or obligation to verify or confirm that the person who, as applicable, gave such representation or sent such communication, notice or document is in fact authorised to do so; (ii) rely on any statement made by a an Officer, director, authorised signatory or employee of any person regarding any matters which may reasonably be assumed to be within his knowledge or within his power to verify; and (iii) assume that: (A) any instructions received by it from the Majority Lenders, any Lenders or any group of Lenders are duly given in accordance with the terms of the Finance Documents; and (B) unless it has received notice of revocation, that those instructions have not been revoked, and no revocation of any such instructions shall affect any actions taken by the Agent or the Security Agent in reliance on such instructions prior to actual receipt of a written notice of revocation; and 131 Project Meria: Senior Facilties Agreement (iv) rely on a certificate from any person: (A) as to any matter of fact or circumstance which might reasonably be expected to be within the knowledge of that person; or (B) to the effect that such person approves of any particular dealing, transaction, step, action or thing, as sufficient evidence that that is the case and, in the case of sub-paragraph (A) above, may assume the truth and accuracy of that certificate. (b) The Agent may assume (unless it has received notice to the contrary in its capacity as agent for the Lenders) that: (i) no Default has occurred (unless it has actual knowledge of a Default Default) arising under Clause 26.1 paragraphs (Non-payment)a) or (b) of Section 1 of Schedule 13 (Events of Default); (ii) any right, power, authority or discretion vested in any Party or the Majority Lenders (or any relevant group of Lenders) has not been exercised; (iii) any notice or request made by the Company (other than a Utilisation Request) is made on behalf of and with the consent and knowledge of all the ObligorsBorrower; and (iv) no Notifiable Debt Purchase Transaction: (A) has been entered into; (B) has been terminated; or (C) has ceased to be be, with an Investor AffiliateAffiliate or a member of the Group. (c) The Agent may engage, pay for and rely on the advice or services of any lawyers, accountants, surveyors or other experts. (d) Without prejudice to the generality of paragraph (c) above or paragraph (e) below, the Agent may at any time engage and pay for the services of any lawyers to act as independent counsel to the Agent (and so separate from any lawyers instructed by the Lenders) if the Agent in its reasonable opinion deems this to be desirable, including, for the purposes of determining the consent level required for and effecting any amendment, waiver of consent under this Agreement. (e) The Agent may rely on the advice or services of any lawyers, accountants, tax advisers, surveyors or other professional advisers or experts (whether obtained by the Agent or by any other Party) and shall not be liable for any damages, costs or losses to any person, any diminution in value or any liability whatsoever arising as a result of its so relying. (f) The Agent may act in relation to the Finance Documents through its personnel officers, employees and agents.agents and the Agent shall not: (ei) The be liable for any error of judgement made by any such person; or (ii) be bound to supervise, or be in any way responsible for, any loss incurred by reason of misconduct, omission or default on the part of any such person, unless such error or such loss was directly caused by the Agent's gross negligence or wilful misconduct or breach of any term of the Finance Documents. 132 Project Meria: Senior Facilties Agreement (g) Unless a Finance Document provides otherwise, the Agent may disclose to any other Party any information it reasonably believes it has received as agent under this Agreement. (fh) Without prejudice to the generality of paragraph (eg) above, the Agent may disclose the identity of a Defaulting Lender to the other Finance Parties and the Company and shall disclose the same upon the written request of the Company or the Majority Lenders. (gi) Notwithstanding any other provision of any Finance Document to the contrary, none of the Agent or the Arranger Mandated Lead Arrangers is obliged to do or omit to do anything if it would or might in its reasonable opinion constitute a breach of any law or regulation or a breach of a fiduciary duty or duty of confidentiality. (h) The Agent is not obliged to disclose to any Finance Party any details of the rate notified to the Agent by any Lender or Base Reference Bank or the identity of any such Lender or Base Reference Bank for the purpose of Clause 14.2(a)(ii) (Market Disruption).

Rights and discretions. (a) The Security Agent may rely onmay: (i) rely on any representation, communication, notice or document (including, without limitation, any notice given by a Lender pursuant to paragraph (b) or paragraph (c) of Clause 28.2 (Disenfranchisement on Debt Purchase Transactions entered into by Investor Affiliates)) believed by it to be genuine, correct and appropriately authorised; (ii) assume that: (A) any instructions received by it from the Majority Lenders, any Finance Parties or any group of Finance Parties are duly given in accordance with the terms of the Finance Documents; (B) unless it has received notice of revocation, that those instructions have not been revoked; and (iiC) if it receives any statement made by instructions to act in relation to the Transaction Security, that all applicable conditions under the Finance Documents for so acting have been satisfied; and (iii) rely on a director, authorised signatory certificate from any person: (A) as to any matter of fact or employee of any person regarding any matters circumstance which may might reasonably be assumed expected to be within his the knowledge of that person; or (B) to the effect that such person approves of any particular dealing, transaction, step, action or within his power to verifything, as sufficient evidence that that is the case and, in the case of paragraph ‎(A) above, may assume the truth and accuracy of that certificate. (b) The Security Agent shall be entitled to carry out all dealings with the other Finance Parties through the Facility Agent and may give to the Facility Agent any notice or other communication required to be given by the Security Agent to any Finance Party. (c) The Security Agent may assume (unless it has received notice to the contrary in its capacity as security agent for the LendersSecured Parties) that: (i) no Default has occurred (unless it has actual knowledge of a Default arising under Clause 26.1 (Non-payment))occurred; (ii) any right, power, authority or discretion vested in any Party or the Majority Lenders any group of Finance Parties has not been exercised;; and (iii) any notice or request made by the Company Borrowers (other than a the Utilisation Request) is made on behalf of and with the consent and knowledge of all the Transaction Obligors; and (iv) no Notifiable Debt Purchase Transaction: (A) has been entered into; (B) has been terminated; or (C) has ceased to be with an Investor Affiliate. (cd) The Security Agent may engageengage (at the Borrowers' cost) the advice or services of any lawyers, pay accountants, tax advisers, surveyors or other professional advisers or experts. (e) Without prejudice to the generality of paragraph ‎(c) above or paragraph ‎(f) below, the Security Agent may at any time engage (at the Borrowers' cost) for the services of any lawyers to act as independent counsel to the Security Agent (and so separate from any lawyers instructed by the Facility Agent or the Lenders) if the Security Agent in its reasonable opinion deems this to be desirable. (f) The Security Agent may rely on the advice or services of any lawyers, accountants, tax advisers, surveyors or other expertsprofessional advisers or experts (whether obtained by the Security Agent or by any other Party) and shall not be liable for any damages, costs or losses to any person, any diminution in value or any liability whatsoever arising as a result of its so relying. (dg) The Security Agent may act in relation to the Finance Documents and the Security Property through its personnel officers, employees and agentsagents and shall not: (i) be liable for any error of judgment made by any such person; or (ii) be bound to supervise, or be in any way responsible for any loss incurred by reason of misconduct, omission or default on the part of any such person, unless such error or such loss was directly caused by the Security Agent's gross negligence or wilful misconduct. (eh) The Unless a Finance Document expressly provides otherwise the Security Agent may disclose to any other Party any information it reasonably believes it has received as security agent under this Agreementthe Finance Documents. (fi) Without prejudice to the generality of paragraph Clause ‎30.6 (eNo fiduciary duties) above, the Agent may disclose the identity of a Defaulting Lender to the other Finance Parties and the Company and shall disclose the same upon the written request of the Company or the Majority Lenders. (g) Notwithstanding notwithstanding any other provision of any Finance Document to the contrary, none of the Security Agent or the Arranger is not obliged to do or omit to do anything if it would or might might, in its reasonable opinion opinion, constitute a breach of any law or regulation or a breach of a fiduciary duty or duty of confidentiality. (hj) The Notwithstanding any provision of any Finance Document to the contrary, the Security Agent is not obliged to disclose to expend or risk its own funds or otherwise incur any Finance Party any details financial liability in the performance of the rate notified to the Agent by any Lender its duties, obligations or Base Reference Bank responsibilities or the identity exercise of any right, power, authority or discretion if it has grounds for believing the repayment of such Lender funds or Base Reference Bank for the purpose of Clause 14.2(a)(ii) (Market Disruption)adequate indemnity against, or security for, such risk or liability is not reasonably assured to it.

Rights and discretions. (a) The Agent may rely onmay: (i) rely on any representation, communication, notice or document (including, without limitation, any notice given by a Lender pursuant to paragraph (b) or paragraph (c) of Clause 28.2 (Disenfranchisement on Debt Purchase Transactions entered into by Investor Affiliates)) believed by it to be genuine, correct and appropriately authorised; (ii) assume that: (A) any instructions received by it from the Majority Lenders, any Lenders or any group of Lenders are duly given in accordance with the terms of the Finance Documents; and (iiB) unless it has received notice of revocation, that those instructions have not been revoked; and (iii) rely on a certificate from any statement made by a director, authorised signatory person: (A) as to any matter of fact or employee of any person regarding any matters circumstance which may might reasonably be assumed expected to be within his the knowledge of that person; or (B) to the effect that such person approves of any particular dealing, transaction, step, action or within his power to verifything, as sufficient evidence that that is the case and, in the case of paragraph (A) above, may assume the truth and accuracy of that certificate. (b) The Agent may assume (unless it has received notice to the contrary in its capacity as agent for the Lenders) that: (i) no Default has occurred (unless it has actual knowledge of a Default arising under Clause 26.1 25.1 (Non-payment)); (ii) any right, power, authority or discretion vested in any Party or the Majority any group of Lenders has not been exercised; (iii) any notice or request made by the Company (other than a Utilisation RequestRequest or Selection Notice) is made on behalf of and with the consent and knowledge of all the Obligors; and (iv) no Notifiable Debt Purchase Transaction: (A) has been entered into; (B) has been terminated; or (C) has ceased to be with an Investor a Sponsor Affiliate. (c) The Agent may engage, engage and pay for the advice or services of any lawyers, accountants, tax advisers, surveyors or other professional advisers or experts. (d) Without prejudice to the generality of paragraph (c) above or paragraph (e) below, the Agent may at any time engage and pay for the services of any lawyers to act as independent counsel to the Agent (and so separate from any lawyers instructed by the Lenders) if the Agent in its reasonable opinion deems this to be desirable. (e) The Agent may rely on the advice or services of any lawyers, accountants, tax advisers, surveyors or other expertsprofessional advisers or experts (whether obtained by the Agent or by any other Party) and shall not be liable for any damages, costs or losses to any person, any diminution in value or any liability whatsoever arising as a result of its so relying. (df) The Agent may act in relation to the Finance Documents through its personnel officers, employees and agentsagents and the Agent shall not: (i) be liable for any error of judgment made by any such person; or (ii) be bound to supervise, or be in any way responsible for any loss incurred by reason of misconduct, omission or default on the part, of any such person, unless such error or such loss was directly caused by the Agent's gross negligence or wilful misconduct. (eg) The Unless a Finance Document expressly provides otherwise the Agent may disclose to any other Party any information it reasonably believes it has received as agent under this Agreement. (fh) Without prejudice to the generality of paragraph (eg) above, the Agent may disclose the identity of a Defaulting Lender to the other Finance Parties and the Company and shall disclose the same upon the written request of the Company or the Majority Lenders.Agent: (gi) Notwithstanding any other provision of any Finance Document to the contrary, none of the Agent or the Arranger is obliged to do or omit to do anything if it would or might in its reasonable opinion constitute a breach of any law or regulation or a breach of a fiduciary duty or duty of confidentiality. (h) The Agent is not obliged to disclose to any Finance Party any details of the rate notified to the Agent by any Lender or Base Reference Bank or the identity of any such Lender or Base Reference Bank for the purpose of Clause 14.2(a)(ii) (Market Disruption).may disclose; and

Rights and discretions. (a) The Agent may rely onmay: (i) rely on any representation, communication notice or document (including, without limitation, including any notice given by a Lender pursuant to paragraph paragraphs (b) or paragraph (c) of Clause 28.2 (Disenfranchisement on Debt Purchase Transactions entered into by Investor of Parent Affiliates)) believed by it to be genuine, correct and appropriately authorised; (ii) assume that: (A) any instructions received by it from the Majority Lenders, any Lenders or any group of Lenders are duly given in accordance with the terms of the Finance Documents; and (iiB) unless it has received notice of revocation, that those instructions have not been revoked; and (iii) rely on a certificate from any statement made by a director, authorised signatory person: (A) as to any matter of fact or employee of any person regarding any matters circumstance which may might reasonably be assumed expected to be within his the knowledge of that person or within his that person’s power to verify; or (B) to the effect that such person approves of any particular dealing, transaction, step, action or thing, as sufficient evidence that that is the case and, in the case of paragraph (A) above, may assume the truth and accuracy of that certificate. (b) The Agent may assume (unless it has received notice to the contrary in its capacity as agent for the Lenders) that: (i) no Default has occurred (unless it has actual knowledge of a Default arising under Clause 26.1 (Non-payment)); (ii) any right, power, authority or discretion vested in any Party or the Majority any group of Lenders has not been exercised; (iii) any notice or request made by the Company Borrower (other than a Utilisation Request) is made on behalf of and with the consent and knowledge of all the Obligors; and (iv) no Notifiable Debt Purchase Transaction: (A) has been entered into; (B) has been terminated; or (C) has ceased to be with an Investor a Parent Affiliate. (c) The Agent may engage, engage and pay for the advice or services of any lawyers, accountants, tax advisers, surveyors or other professional advisers or experts. (d) Without prejudice to the generality of paragraph (c) above or paragraph (e) below, the Agent may at any time engage and pay for the services of any lawyers to act as independent counsel to the Agent (and so separate from any lawyers instructed by the Lenders) if the Agent in its reasonable opinion deems this to be desirable. (e) The Agent may rely on the advice or services of any lawyers, accountants, tax advisers, surveyors or other expertsprofessional advisers or experts (whether obtained by the Agent or by any other Party) and shall not be liable for any damages, costs or losses to any person, any diminution in value or any liability whatsoever arising as a result of its so relying. (df) The Agent may act in relation to the Finance Documents through its personnel officers, employees and agentsagents and the Agent shall not: (i) be liable for any error of judgment made by any such person; or (ii) be bound to supervise, or be in any way responsible for any loss incurred by reason of misconduct, omission or default on the part, of any such person, unless such error or such loss was directly caused by the Agent's gross negligence or wilful misconduct. (eg) The Unless a Finance Document expressly provides otherwise the Agent may disclose to any other Party any information it reasonably believes it has received as agent under this Agreement. (fh) Without prejudice to the generality of paragraph (eg) above, the Agent may disclose the identity of a Defaulting Lender to the other Finance Parties and the Company and shall disclose the same upon the written request of the Company or the Majority Lenders.Agent: (gi) Notwithstanding any other provision of any Finance Document to the contrary, none of the Agent or the Arranger is obliged to do or omit to do anything if it would or might in its reasonable opinion constitute a breach of any law or regulation or a breach of a fiduciary duty or duty of confidentiality. (h) The Agent is not obliged to disclose to any Finance Party any details of the rate notified to the Agent by any Lender or Base Reference Bank or the identity of any such Lender or Base Reference Bank for the purpose of Clause 14.2(a)(ii) (Market Disruption).may disclose; and

Rights and discretions. (a) The Agent may rely onmay, without liability to any person and without further enquiry: (i) rely on any representation, communication, notice or document (including, without limitation, any notice given by a Lender pursuant to paragraph (b) or paragraph (c) of Clause 28.2 (Disenfranchisement on Debt Purchase Transactions entered into by Investor Affiliates)) believed by it to be genuine, correct and appropriately authorisedauthorized; (ii) assume that: (A) any instructions received by it from the Majority Lenders, any Lender or any group of Lenders are duly given in accordance with the terms of the Finance Documents; and (iiB) unless it has received notice of revocation, that those instructions have not been revoked; and (iii) rely on a certificate from any statement made by a director, authorised signatory person: (A) as to any matter of fact or employee of any person regarding any matters circumstance which may might reasonably be assumed expected to be within his the knowledge of that person; or (B) to the effect that such person approves of any particular dealing, transaction, step, action or within his power to verifything, as sufficient evidence that that is the case and, in the case of paragraph (A) above, may assume the truth and accuracy of that certificate. (b) The Agent may assume (unless it has received written notice to the contrary in its capacity as agent for the Lenders) that: (i) no Default has occurred (unless it has actual knowledge written notice of a Default arising under Clause 26.1 21.1 (Non-paymentFailure to pay))) and it shall be entitled to take no action (without liability to any person) even if it was otherwise aware of such Default; (ii) any right, power, authority or discretion vested in any Party or the Majority any group of Lenders has not been exercised; (iii) any notice or request made by the Company (other than a Utilisation Request) Borrower is made on behalf of and with the consent and knowledge of all the Obligors; and (iv) no Notifiable Debt Purchase Transaction: (A) has been entered into; (B) has been terminated; or (C) has ceased to be with an Investor Affiliatea member of the Group. (c) The Agent may engage, pay for at the cost of the Borrower (if previously approved by the Borrower), the advice or services of any lawyers, accountants, tax advisers, surveyors or other professional advisers or experts. (d) Without prejudice to the generality of paragraph (c) above or paragraph (e) below, the Agent may at any time engage, at the cost of the Borrower (if previously approved by the Borrower), the services of any lawyers to act as independent counsel to the Agent (and so separate from any lawyers instructed by the Lenders) if the Agent in its reasonable opinion deems this to be necessary. (e) The Agent may rely without further enquiry on the advice or services of any lawyers, accountants, tax advisers, surveyors or other expertsprofessional advisers or experts (whether obtained by the Agent or by any other Party and whether or not any engagement in connection therewith is limited in liability by reference to a monetary cap or otherwise) and shall not be liable to any person for any damages, costs or losses to any person, any diminution in value or any liability whatsoever arising as a result of its so relying. (df) The Agent may act in relation to the Finance Documents through its personnel officers, employees and agents. (eg) The Unless a Finance Document expressly provides otherwise the Agent may disclose to any other Party any information it reasonably believes it has received as agent under this Agreement. (f) Without prejudice to the generality of paragraph (e) above, the Agent may disclose the identity of a Defaulting Lender to the other Finance Parties and the Company and shall disclose the same upon the written request of the Company or the Majority Lenders. (gh) Notwithstanding any other provision of any Finance Document to the contrary, none of the Agent or the Arranger is not obliged to do or omit to do anything if it would or might in its reasonable opinion constitute a breach of any law or regulation or a breach of a fiduciary duty or duty of confidentiality. (hi) The Notwithstanding any provision of any Finance Document to the contrary, the Agent is not obliged to disclose to expend or risk its own funds or otherwise incur any Finance Party any details financial liability in the performance of the rate notified to the Agent by any Lender its duties, obligations or Base Reference Bank responsibilities or the identity exercise of any right, power, authority or discretion if it has grounds for believing the repayment of such Lender funds or Base Reference Bank for the purpose of Clause 14.2(a)(ii) (Market Disruption)adequate indemnity against, or security for, such risk or liability is not reasonably assured to it.

Rights and discretions. (a) The Agent may rely onmay, without liability to any person and without further enquiry: (i) rely on any representation, communication, notice or document (including, without limitation, any notice given by a Lender pursuant to paragraph (b) or paragraph (c) of Clause 28.2 (Disenfranchisement on Debt Purchase Transactions entered into by Investor Affiliates)) believed by it to be genuine, correct and appropriately authorisedauthorized; (ii) assume that: (A) any instructions received by it from the Majority Lenders, any Lender or any group of Lenders are duly given in accordance with the terms of the Finance Documents; and (iiB) unless it has received notice of revocation, that those instructions have not been revoked; and (iii) rely on a certificate from any statement made by a director, authorised signatory person: (A) as to any matter of fact or employee of any person regarding any matters circumstance which may might reasonably be assumed expected to be within his the knowledge of that person; or (B) to the effect that such person approves of any particular dealing, transaction, step, action or within his power to verifything, as sufficient evidence that that is the case and, in the case of paragraph (A) above, may assume the truth and accuracy of that certificate. (b) The Agent may assume (unless it has received written notice to the contrary in its capacity as agent for the Lenders) that: (i) no Default has occurred (unless it has actual knowledge written notice of a Default arising under Clause 26.1 21.1 (Non-paymentPayment))) and it shall be entitled to take no action (without liability to any person) even if it was otherwise aware of such Default; (ii) any right, power, authority or discretion vested in any Party or the Majority any group of Lenders has not been exercised; (iii) any notice or request made by the Company (other than a Utilisation Request) Borrower is made on behalf of and with the consent and knowledge of all the Obligors; and (iv) no Notifiable Debt Purchase Transaction: (A) has been entered into; (B) has been terminated; or (C) has ceased to be with an Investor Affiliatea member of the Group. (c) The Agent may engage, pay for at the cost of the Borrower (if previously approved by the Borrower), the advice or services of any lawyers, accountants, tax advisers, surveyors or other professional advisers or experts. (d) Without prejudice to the generality of paragraph (c) above or paragraph (e) below, the Agent may at any time engage, at the cost of the Borrower (if previously approved by the Borrower), the services of any lawyers to act as independent counsel to the Agent (and so separate from any lawyers instructed by the Lenders) if the Agent in its reasonable opinion deems this to be necessary. (e) The Agent may rely without further enquiry on the advice or services of any lawyers, accountants, tax advisers, surveyors or other expertsprofessional advisers or experts (whether obtained by the Agent or by any other Party and whether or not any engagement in connection therewith is limited in liability by reference to a monetary cap or otherwise) and shall not be liable to any person for any damages, costs or losses to any person, any diminution in value or any liability whatsoever arising as a result of its so relying. (df) The Agent may act in relation to the Finance Documents through its personnel officers, employees and agents. (eg) The Unless a Finance Document expressly provides otherwise the Agent may disclose to any other Party any information it reasonably believes it has received as agent under this Agreement. (f) Without prejudice to the generality of paragraph (e) above, the Agent may disclose the identity of a Defaulting Lender to the other Finance Parties and the Company and shall disclose the same upon the written request of the Company or the Majority Lenders. (gh) Notwithstanding any other provision of any Finance Document to the contrary, none of the Agent or the Arranger is not obliged to do or omit to do anything if it would or might in its reasonable opinion constitute a breach of any law or regulation or a breach of a fiduciary duty or duty of confidentiality. (hi) The Notwithstanding any provision of any Finance Document to the contrary, the Agent is not obliged to disclose to expend or risk its own funds or otherwise incur any Finance Party any details financial liability in the performance of the rate notified to the Agent by any Lender its duties, obligations or Base Reference Bank responsibilities or the identity exercise of any right, power, authority or discretion if it has grounds for believing the repayment of such Lender funds or Base Reference Bank for the purpose of Clause 14.2(a)(ii) (Market Disruption)adequate indemnity against, or security for, such risk or liability is not reasonably assured to it.

Rights and discretions. (a) The Agent may rely on: (i) any representation, notice or document (including, without limitation, any notice given by a Lender pursuant to paragraph (b) or paragraph (c) of Clause 28.2 (Disenfranchisement on Debt Purchase Transactions entered into by Investor Affiliates)) believed by it to be genuine, correct and appropriately authorisedauthorized, and shall not be responsible for or have any duty to ascertain or inquire into (A) any statement, warranty or representation made in or in connection with this Agreement or any other Finance Document, (B) the contents of any certificate, report or other document delivered hereunder or thereunder or in connection herewith or therewith, (C) the performance or observance of any of the covenants, agreements or other terms or conditions set forth herein or therein or the occurrence of any Default, or (D) the validity, enforceability, effectiveness or genuineness of this Agreement, any other Finance Document; and (ii) any statement made by a director, authorised signatory or employee of any person regarding any matters which may reasonably be assumed to be within his knowledge or within his power to verify. (b) The Agent may assume (unless it has received written notice to the contrary in its capacity as agent for the Lenders) that: (i) no Default has occurred (unless it has actual knowledge of a Default arising under Clause 26.1 30.1 (Non-payment)); (ii) any right, power, authority or discretion vested in any Party or the Majority Lenders has not been exercised;; and (iii) any notice or request made by the Company (other than a Utilisation Request) is made on behalf of and with the consent and knowledge of all the Obligors; and (iv) no Notifiable Debt Purchase Transaction: (A) has been entered into; (B) has been terminated; or (C) has ceased to be with an Investor Affiliate. (c) The Agent may engage, pay for and rely on the advice or services of any lawyers, accountants, surveyors or other experts. (d) The Agent may act in relation to the Finance Documents through its personnel and agents. (e) The Agent may disclose to any other Party any information it reasonably believes it has received as agent under this Agreement. (f) Without prejudice to the generality of paragraph (e) above, the Agent may disclose the identity of a Defaulting Lender to the other Finance Parties and the Company and shall disclose the same upon the written request of the Company or the Majority Lenders. (g) Notwithstanding any other provision of any Finance Document to the contrary, none of the Agent or the Arranger is not obliged to do or omit to do anything if it would or might in its reasonable opinion constitute a breach of any law or regulation or a breach of a fiduciary duty or duty of confidentiality. (hg) The Agent is not obliged to disclose to any Finance Party any details of the rate notified to the Agent by any Lender or Base Reference Bank or the identity of any such Lender or Base Reference Bank for the purpose of Clause 14.2(a)(ii) 18.1 (Market Disruptiondisruption) or Clause 18.2 (Alternative Reference Bank Rate).

Rights and discretions. (a) The Agent may rely onmay: (i) rely on any representation, communication, notice or document (including, without limitation, any notice given by a Lender pursuant to paragraph (b) or paragraph (c) of Clause 28.2 (Disenfranchisement on Debt Purchase Transactions entered into by Investor Affiliates)) believed by it to be genuine, correct and appropriately authorised; (ii) assume that: (A) any instructions received by it from the Majority Lenders, any Lenders or any group of Lenders are duly given in accordance with the Finance Documents; and (iiB) unless it has received notice of revocation, that those instructions have not been revoked; and Loan Note Subscription Agreement | DLA Piper | 117 (iii) rely on a written statement from any statement made by a director, authorised signatory person: (A) as to any matter of fact or employee of any person regarding any matters circumstance which may might reasonably be assumed expected to be within his the knowledge of that person; or (B) to the effect that such person approves of any particular dealing, transaction, step, action or within his power to verifything, as sufficient evidence that that is the case and, in the case of clause 29.7(a)(iii)(A), may assume the truth and accuracy of that written statement. (b) The Agent may assume (unless it has received notice to the contrary in its capacity as agent for the Lenders) that: (i) no Default or Review Event has occurred (unless it has actual knowledge of a Default arising under Clause 26.1 clause 25.1 (Non-payment)); (ii) any right, power, authority or discretion vested in any Party or the Majority any group of Lenders has not been exercised;; and (iii) any notice or request made by the Company Borrower (other than a the Utilisation Request) is made on behalf of and with the consent and knowledge of all the Obligors; and (iv) no Notifiable Debt Purchase Transaction: (A) has been entered into; (B) has been terminated; or (C) has ceased to be with an Investor Affiliate. (c) The Agent may engage, engage and pay for and rely on the advice or services of any lawyers, accountants, surveyors or other expertsexperts or professional advisers. (d) Without prejudice to the generality of clause 29.7(c) or 29.7(d), the Agent may at any time engage and pay for the services of any lawyers to act as independent counsel to the Agent (and so separate from any lawyers instructed by the Lenders) if the Agent in its reasonable opinion deems this to be necessary. (e) The Agent may rely on the advice or services of any lawyers, accountants, tax advisers, surveyors or other professional advisers or experts (whether obtained by the Agent or by any other Party) and shall not be liable for any damages, costs or losses to any person, any diminution in value or any liability whatsoever arising as a result of its so relying. (f) The Agent may act in relation to the Finance Documents through its personnel officers, employees, secondees and agents. (eg) The Unless a Finance Document expressly provides otherwise the Agent may disclose to any other Party any information it reasonably believes it has received as agent Agent under this Agreement. (fh) Without prejudice to the generality of paragraph (e) abovelimiting clause 29.7(g), the Agent may disclose the identity of a Defaulting Lender Finance Party to the other Finance Parties and the Company Borrower and shall disclose the same upon it on the written request of the Company Borrower or the Majority Lenders. (gi) Notwithstanding any other provision of any Finance Document to the contrary, none of neither the Agent or nor the Arranger is obliged to do or omit to do anything if it would or might in its reasonable opinion constitute a breach of any law or regulation or a breach of a fiduciary duty or duty of confidentiality. (hj) The Notwithstanding any provision of any Finance Document to the contrary, the Agent is not obliged to disclose expend or risk its own funds or otherwise incur any financial liability in the performance of its duties, obligations or responsibilities or the exercise of any right, power, authority or discretion if it has grounds for believing the repayment of such funds or adequate indemnity against, or security for, such risk or liability is not reasonably assured to it. (k) The Parties need not enquire whether any Finance Party any details instructions from all or a percentage of Lenders or the rate notified Majority Lenders have been given to the Agent or as to the terms of those instructions. As between the other Parties on the one hand and the Agent and Lxxxxxx on the other, everything done by any Lender the Agent under or Base Reference Bank or in relation to the identity of any such Lender or Base Reference Bank for the purpose of Clause 14.2(a)(ii) (Market Disruption).Finance Documents will be taken to be authorised. Loan Note Subscription Agreement | DLA Piper | 118

Rights and discretions. (a) The Agent may rely onmay: (i) rely on any representation, communication, notice or document (including, without limitation, any notice given by a Lender pursuant to paragraph (b) or paragraph (c) of Clause 28.2 (Disenfranchisement on Debt Purchase Transactions entered into by Investor Affiliates)) believed by it to be genuine, correct and appropriately authorised; (ii) assume that: (A) any instructions received by it from the Lender are duly given in accordance with the terms of the Finance Documents; and (iiB) unless it has received notice of revocation, that those instructions have not been revoked; and (iii) rely on a certificate from any statement made by a director, authorised signatory person: (A) as to any matter of fact or employee of any person regarding any matters circumstance which may might reasonably be assumed expected to be within his the knowledge of that person; or (B) to the effect that such person approves of any particular dealing, transaction, step, action or within his power to verifything, as sufficient evidence that that is the case and, in the case of paragraph (A) above, may assume the truth and accuracy of that certificate. (b) The Agent may assume (unless it has received notice to the contrary in its capacity as agent for the LendersLender) that: (i) no Default has occurred (unless it has actual knowledge of a Default arising under Clause 26.1 19.1 (Non-payment));; and (ii) any right, power, authority or discretion vested in any Party or the Majority Lenders Lender has not been exercised; (iii) any notice or request made by the Company (other than a Utilisation Request) is made on behalf of and with the consent and knowledge of all the Obligors; and (iv) no Notifiable Debt Purchase Transaction: (A) has been entered into; (B) has been terminated; or (C) has ceased to be with an Investor Affiliate. (c) The Agent may engage, engage and pay for the advice or services of any lawyers, accountants, tax advisers, surveyors or other professional advisers or experts. (d) Without prejudice to the generality of paragraph (c) above or paragraph (e) below, the Agent may at any time engage and pay for the services of any lawyers to act as independent counsel to the Agent (and so separate from any lawyers instructed by the Lender) if the Agent in its reasonable opinion deems this to be necessary. (e) The Agent may rely on the advice or services of any lawyers, accountants, tax advisers, surveyors or other expertsprofessional advisers or experts (whether obtained by the Agent or by any other Party) and shall not be liable for any damages, costs or losses to any person, any diminution in value or any liability whatsoever arising as a result of its so relying. (df) The Agent may act in relation to the Finance Documents through its personnel officers, employees and agents. (eg) The Unless a Finance Document expressly provides otherwise, the Agent may disclose to any other Party any information it reasonably believes it has received as agent under this Agreement. (f) Without prejudice to the generality of paragraph (e) above, the Agent may disclose the identity of a Defaulting Lender to the other Finance Parties and the Company and shall disclose the same upon the written request of the Company or the Majority Lenders. (gh) Notwithstanding any other provision of any Finance Document to the contrary, none of the Agent or the Arranger is not obliged to do or omit to do anything if it would would, or might in its reasonable opinion opinion, constitute a breach of any law or regulation or a breach of a fiduciary duty or duty of confidentiality. (hi) The Notwithstanding any provision of any Finance Document to the contrary, the Agent is not obliged to disclose to expend or risk its own funds or otherwise incur any Finance Party any details financial liability in the performance of the rate notified to the Agent by any Lender its duties, obligations or Base Reference Bank responsibilities or the identity exercise of any right, power, authority or discretion if it has grounds for believing the repayment of such Lender funds or Base Reference Bank for the purpose of Clause 14.2(a)(ii) (Market Disruption)adequate indemnity against, or security for, such risk or liability is not reasonably assured to it.

Rights and discretions. (a) The Security Agent may rely onmay: (i) rely on any representation, communication, notice or document (including, without limitation, any notice given by a Lender pursuant to paragraph (b) or paragraph (c) of Clause 28.2 (Disenfranchisement on Debt Purchase Transactions entered into by Investor Affiliates)) believed by it to be genuine, correct and appropriately authorised; (ii) assume that: (A) any instructions received by it from the Agent, any Lenders or any group of Lenders are duly given in accordance with the terms of the Finance Documents; (B) unless it has received notice of revocation, that those instructions have not been revoked; and (iiC) if it receives any statement made by instructions to act in relation to the Transaction Security, that all applicable conditions under the Finance Documents for so acting have been satisfied; and (iii) rely on a director, authorised signatory certificate from any person: (A) as to any matter of fact or employee of any person regarding any matters circumstance which may might reasonably be assumed expected to be within his the knowledge of that person; or (B) to the effect that such person approves of any particular dealing, transaction, step, action or within his power to verifything, as sufficient evidence that that is the case and, in the case of paragraph above, may assume the truth and accuracy of that certificate. (b) The Security Agent shall be entitled to carry out all dealings with the Lenders through the Agent and may give to the Agent any notice or other communication required to be given by the Security Agent to the Lenders. (c) The Security Agent may assume (unless it has received notice to the contrary in its capacity as agent security trustee for the LendersSecured Parties) that: (i) no Default has occurred (unless it has actual knowledge of a Default arising under Clause 26.1 (Non-payment))occurred; (ii) any right, power, authority or discretion vested in any Party Party, any Lenders or the Majority any group of Lenders has not been exercised;; and (iii) any notice or request made by the Company (other than a Utilisation Request) Borrower is made on behalf of and with the consent and knowledge of all the Obligors; and (iv) no Notifiable Debt Purchase Transaction: (A) has been entered into; (B) has been terminated; or (C) has ceased to be with an Investor Affiliate. (cd) The Security Agent may engage, engage and pay for the advice or services of any lawyers, accountants, tax advisers, surveyors or other professional advisers or experts. (e) Without prejudice to the generality of paragraph (d) above or paragraph (f) below, the Security Agent may at any time engage and pay for the services of any lawyers to act as independent counsel to the Security Agent (and so separate from any lawyers instructed by any Finance Party) if the Security Agent in its reasonable opinion deems this to be desirable. (f) The Security Agent may rely on the advice or services of any lawyers, accountants, tax advisers, surveyors or other expertsprofessional advisers or experts (whether obtained by the Security Agent or by any other Party) and shall not be liable for any damages, costs or losses to any person, any diminution in value or any liability whatsoever arising as a result of its so relying. (dg) The Agent Security Agent, any Receiver and any Delegate may act in relation to the Finance Documents and the Transaction Security through its personnel officers, employees and agentsagents and shall not: (i) be liable for any error of judgment made by any such person; or (ii) be bound to supervise, or be in any way responsible for any loss incurred by reason of misconduct, omission or default on the part of any such person, unless such error or such loss was directly caused by the Security Agent’s, Receiver’s or Delegate’s gross negligence or wilful misconduct. (eh) The Unless this Agreement expressly specifies otherwise, the Security Agent may disclose to any other Party any information it reasonably believes it has received as agent security trustee under this Agreement. (f) Without prejudice to the generality of paragraph (e) above, the Agent may disclose the identity of a Defaulting Lender to the other Finance Parties and the Company and shall disclose the same upon the written request of the Company or the Majority Lenders. (gi) Notwithstanding any other provision of any Finance Document to the contrary, none of the Security Agent or the Arranger is not obliged to do or omit to do anything if it would would, or might in its reasonable opinion opinion, constitute a breach of any law or regulation or a breach of a any fiduciary duty or duty of confidentiality. (hj) The Notwithstanding any provision of any Finance Document to the contrary, the Security Agent is not obliged to disclose to expend or risk its own funds or otherwise incur any Finance Party any details financial liability in the performance of the rate notified to the Agent by any Lender its duties, obligations or Base Reference Bank responsibilities or the identity exercise of any right, power, authority or discretion if it has grounds for believing the repayment of such Lender funds or Base Reference Bank for the purpose of Clause 14.2(a)(ii) (Market Disruption)adequate indemnity against, or security for, such risk or liability is not reasonably assured to it.

Rights and discretions. (a) The On-Loan Facility Agent and the Issuing Bank may rely on: (i) any representation, notice or document (including, without limitation, any notice given by a Lender pursuant to paragraph (b) or paragraph (c) of Clause 28.2 (Disenfranchisement on Debt Purchase Transactions entered into by Investor Affiliates)) believed by it to be genuine, correct and appropriately authorised; and (ii) any statement made by a director, authorised signatory or employee of any person regarding any matters which may reasonably be assumed to be within his knowledge or within his power to verify. (b) The On-Loan Facility Agent may assume (unless it has received notice to the contrary in its capacity as agent for the LendersOn-Loan Facility Agent) that: (i) no Senior Default (or Senior Default as defined in the On-Loan Facility Agreement) has occurred (unless it has actual knowledge of such a Default arising under Clause 26.1 (Non-payment)Senior Default); (ii) any right, power, authority or discretion vested in any Party person under any of the Senior Finance Documents or the Majority Lenders On-Loan Finance Documents has not been exercised;; and (iii) any notice or request made by the Parent, the Company (other than a Utilisation Request) or the Target is made on behalf of and with the consent and knowledge of all the On-Loan Obligors; and (iv) no Notifiable Debt Purchase Transaction: (A) has been entered into; (B) has been terminated; or (C) has ceased to be with an Investor Affiliate. (c) The On-Loan Facility Agent may engage, pay for and rely on the advice or services of any lawyers, accountants, surveyors or other experts. (d) The On-Loan Facility Agent may act in relation to the On-Loan Finance Documents through its personnel and agents. (e) The On-Loan Facility Agent may disclose to any other Party any information it reasonably believes it has received as agent under this Agreementthe On-Loan Finance Documents. (f) Without prejudice to the generality of paragraph (e) above, the Agent may disclose the identity of a Defaulting Lender to the other Finance Parties and the Company and shall disclose the same upon the written request of the Company or the Majority Lenders. (g) Notwithstanding any other provision of any On-Loan Finance Document to the contrary, none of the Agent On-Loan Facility Agent, the Issuing Bank or the Arranger any Ancillary Lender is obliged to do or omit to do anything if it would or might in its reasonable opinion constitute a breach of any law or regulation or a breach of a fiduciary duty or duty of confidentiality. (h) The Agent is not obliged to disclose to any Finance Party any details of the rate notified to the Agent by any Lender or Base Reference Bank or the identity of any such Lender or Base Reference Bank for the purpose of Clause 14.2(a)(ii) (Market Disruption).

Rights and discretions. (a) The Facility Agent may rely onmay: (i) rely on any representation, communication, notice or document (including, without limitation, any notice given by a Lender pursuant to paragraph (b) or paragraph (c) of Clause 28.2 (Disenfranchisement on Debt Purchase Transactions entered into by Investor Affiliates)) believed by it to be genuine, correct and appropriately authorised; (ii) assume that: (A) any instructions received by it from the Majority Lenders, any Finance Parties or any group of Finance Parties are duly given in accordance with the terms of the Finance Documents; and (iiB) unless it has received notice of revocation, that those instructions have not been revoked; and (iii) rely on a certificate from any statement made by a director, authorised signatory person: (A) as to any matter of fact or employee of any person regarding any matters circumstance which may might reasonably be assumed expected to be within his the knowledge of that person; or (B) to the effect that such person approves of any particular dealing, transaction, step, action or within his power to verifything, as sufficient evidence that that is the case and, in the case of paragraph (A) above, may assume the truth and accuracy of that certificate. (b) The Facility Agent may assume (unless it has received notice to the contrary in its capacity as agent for the LendersFinance Parties) that: (i) no Default has occurred (unless it has actual knowledge of a Default arising under Clause 26.1 26.2 (Non-payment)); (ii) any right, power, authority or discretion vested in any Party or the Majority Lenders any group of Finance Parties has not been exercised;; and (iii) any notice or request made by the Company any Borrower (other than a the Utilisation Request) is made on behalf of and with the consent and knowledge of all the Transaction Obligors; and (iv) no Notifiable Debt Purchase Transaction: (A) has been entered into; (B) has been terminated; or (C) has ceased to be with an Investor Affiliate. (c) The Facility Agent may engageengage (at the Borrowers’ expense) the advice or services of any lawyers, pay for accountants, tax advisers, surveyors or other professional advisers or experts. (d) Without prejudice to the generality of paragraph (c) above or paragraph (e) below, the Facility Agent may at any time engage (at the Borrowers’ expense) the services of any lawyers to act as independent counsel to the Facility Agent (and so separate from any lawyers instructed by the Lenders) if the Facility Agent in its reasonable opinion deems this to be desirable. (e) The Facility Agent may rely on the advice or services of any lawyers, accountants, tax advisers, surveyors or other expertsprofessional advisers or experts (whether obtained by the Facility Agent or by any other Party) and shall not be liable for any damages, costs or losses to any person, any diminution in value or any liability whatsoever arising as a result of its so relying. (df) The Facility Agent may act in relation to the Finance Documents and the Security Property through its personnel officers, employees and agentsagents and shall not: (i) be liable for any error of judgment made by any such person; or (ii) be bound to supervise, or be in any way responsible for any loss incurred by reason of misconduct, omission or default on the part of any such person, unless such error or such loss was directly caused by the Facility Agent’s gross negligence or wilful misconduct. (eg) The Unless a Finance Document expressly provides otherwise the Facility Agent may disclose to any other Party any information it reasonably believes it has received as agent under this Agreementthe Finance Documents. (fh) Without prejudice to the generality of paragraph Clause 29.4 (e) aboveNo fiduciary duties), the Facility Agent may disclose the identity of a Defaulting Lender to the other Finance Parties and the Company and shall disclose the same upon the written request of the Company or the Majority Lenders. (g) Notwithstanding any other provision of any Finance Document to the contrary, none of the Agent or the Arranger is not obliged to do or omit to do anything if it would or might might, in its reasonable opinion opinion, constitute a breach of any law or regulation or a breach of a fiduciary duty or duty of confidentiality. (hi) The Notwithstanding any provision of any Finance Document to the contrary, the Facility Agent is not obliged to disclose to expend or risk its own funds or otherwise incur any Finance Party any details financial liability in the performance of the rate notified to the Agent by any Lender its duties, obligations or Base Reference Bank responsibilities or the identity exercise of any right, power, authority or discretion if it has grounds for believing the repayment of such Lender funds or Base Reference Bank for the purpose of Clause 14.2(a)(ii) (Market Disruption)adequate indemnity against, or security for, such risk or liability is not reasonably assured to it.

Rights and discretions. (a) The Agent may rely onmay: (i) rely on any representation, communication, notice or document (including, without limitation, any notice given by a Lender pursuant to paragraph (b) or paragraph (c) of Clause 28.2 (Disenfranchisement on Debt Purchase Transactions entered into by Investor Affiliates)) believed by it to be genuine, correct and appropriately authorised; (ii) assume that: (A) any instructions received by it from the Majority Lenders, any Lenders or any group of Lenders are duly given in accordance with the terms of the Finance Documents; and (iiB) unless it has received notice of revocation, that those instructions have not been revoked; and (iii) rely on a certificate from any statement made by a director, authorised signatory person; (A) as to any matter of fact or employee of any person regarding any matters circumstance which may might reasonably be assumed expected to be within his the knowledge of that person; or (B) to the effect that such person approves of any particular dealing, transaction, step, action or within his power to verifything, as sufficient evidence that that is the case and, in the case of paragraph (A) above, may assume the truth and accuracy of that certificate. (b) The Agent may assume (unless it has received notice to the contrary in its capacity as agent for the Lenders) that: (i) no Default has occurred (unless it has actual knowledge of a Default arising under Clause 26.1 24.1 (Non-payment)); (ii) any right, power, authority or discretion vested in any Party or the Majority any group of Lenders has not been exercised;; and (iii) any notice or request made by the Company Borrower (other than a Utilisation Request) is made on behalf of and with the consent and knowledge of all the Obligors; and (iv) no Notifiable Debt Purchase Transaction: (A) has been entered into; (B) has been terminated; or (C) has ceased to be with an Investor Affiliate. (c) The Agent may engage, engage and pay for the advice or services of any lawyers, accountants, tax advisers, surveyors or other professional advisers or experts. (d) Without prejudice to the generality of paragraph (c) above or paragraph (e) below, the Agent may at any time engage and pay for the services of any lawyers to act as independent counsel to the Agent (and so separate from any lawyers instructed by the Lenders) if the Agent in its reasonable opinion deems this to be necessary. (e) The Agent may rely on the advice or services of any lawyers, accountants, tax advisers, surveyors or other expertsprofessional advisers or experts (whether obtained by the Agent or by any other Party) and shall not be liable for any damages, costs or losses to any person, any diminution in value or any liability whatsoever arising as a result of its so relying. (df) The Agent may act in relation to the Finance Documents through its personnel officers, employees and agents. (eg) The Unless a Finance Document expressly provides otherwise the Agent may disclose to any other Party any information it reasonably believes it has received as agent under this Agreement. (f) Without prejudice to the generality of paragraph (e) above, the Agent may disclose the identity of a Defaulting Lender to the other Finance Parties and the Company and shall disclose the same upon the written request of the Company or the Majority Lenders. (gh) Notwithstanding any other provision of any Finance Document to the contrary, none of neither the Agent or nor the Arranger is obliged to do or omit to do anything if it would would, or might in its reasonable opinion opinion, constitute a breach of any law or regulation or a breach of a fiduciary duty or duty of confidentiality. (hi) The Notwithstanding any provision of any Finance Document to the contrary, the Agent is not obliged to disclose to expend or risk its own funds or otherwise incur any Finance Party any details financial liability in the performance of the rate notified to the Agent by any Lender its duties, obligations or Base Reference Bank responsibilities or the identity exercise of any right, power, authority or discretion if it has grounds for believing the repayment of such Lender funds or Base Reference Bank for the purpose of Clause 14.2(a)(ii) (Market Disruption)adequate indemnity against, or security for, such risk or liability is not reasonably assured to it.

Rights and discretions. (a) The Security Agent may rely onmay: (i) rely on any representation, communication, notice or document (including, without limitation, any notice given by a Lender pursuant to paragraph (b) or paragraph (c) of Clause 28.2 (Disenfranchisement on Debt Purchase Transactions entered into by Investor Affiliates)) believed by it to be genuine, correct and appropriately authorised; (ii) assume, without enquiry, that: (A) any instructions received by it from the Instructing Group, any Creditors or any group of Creditors are duly given in accordance with the terms of the Debt Documents; (B) unless it has received written notice of revocation, that those instructions have not been revoked; and (iiC) if it receives any statement made by instructions to act in relation to the Transaction Security, that all applicable conditions under the Debt Documents for so acting have been satisfied; and (iii) rely on a director, authorised signatory certificate from any person: (A) as to any matter of fact or employee of any person regarding any matters circumstance which may might reasonably be assumed expected to be within his the knowledge of that person; or (B) to the effect that such person approves of any particular dealing, transaction, step, action or within his power to verifything, as sufficient evidence that that is the case and, in the case of paragraph (A) above, may assume the truth and accuracy of that certificate. (b) The Security Agent may assume assume, without enquiry (unless it has received written notice to the contrary in its capacity as agent security trustee for the LendersSecured Parties) that: (i) no Default has occurred (unless it has actual knowledge of a Default arising under Clause 26.1 (Non-payment))occurred; (ii) any right, power, authority or discretion vested in any Party or the Majority Lenders any group of Creditors has not been exercised;; and (iii) any notice or request made by the Company (other than a Utilisation Request) Parent is made on behalf of and with the consent and knowledge of all the Obligors; and (iv) no Notifiable Debt Purchase Transaction: (A) has been entered into; (B) has been terminated; or (C) has ceased to be with an Investor AffiliateDebtors. (c) The Security Agent may engage, engage and pay for the advice or services of any lawyers, accountants, tax advisers, surveyors or other professional advisers or experts. (d) Without prejudice to the generality of paragraph (c) above or paragraph (e) below, the Security Agent may at any time engage and pay for the services of any lawyers to act as independent counsel to the Security Agent (and so separate from any lawyers instructed by any Secured Party) if the Security Agent in its reasonable opinion deems this to be desirable. (e) The Security Agent may rely on the advice or services of any lawyers, accountants, tax advisers, surveyors or other expertsprofessional advisers or experts (whether obtained by the Security Agent or by any other Party) and shall not be liable for any damages, costs or losses to any person, any diminution in value or any liability whatsoever arising as a result of its so relying. (df) The Agent Security Agent, any Receiver and any Delegate may act in relation to the Finance Debt Documents and the Security Property through its personnel officers, employees and agentsagents and shall not: (i) be liable for any error of judgment made by any such person; or (ii) be bound to supervise, or be in any way responsible for any loss incurred by reason of misconduct, omission or default on the part of any such person, unless such error or such loss was directly caused by the Security Agent’s, Receiver’s or Delegate’s gross negligence or wilful misconduct. (eg) The Unless this Agreement expressly specifies otherwise, the Security Agent may disclose to any other Party any information it reasonably believes it has received as agent security trustee under this Agreement. (f) Without prejudice to the generality of paragraph (e) above, the Agent may disclose the identity of a Defaulting Lender to the other Finance Parties and the Company and shall disclose the same upon the written request of the Company or the Majority Lenders. (gh) Notwithstanding any other provision of any Finance Debt Document to the contrary, none of the Security Agent or the Arranger is not obliged to do or omit to do anything if it would would, or might in its reasonable opinion opinion, constitute a breach of any law or regulation or a breach of a fiduciary duty or duty of confidentiality. (hi) The Notwithstanding any provision of any Debt Document to the contrary, the Security Agent is not obliged to disclose give any bond or surety or otherwise expend or risk its own funds or otherwise incur any financial liability in the performance of its duties, obligations or responsibilities or the exercise of any right, power, authority or discretion if it has grounds for believing the repayment of such funds or adequate indemnity against, or security for, such risk or liability is not reasonably assured to it. (j) Notwithstanding any Finance provision of any Debt Document to the contrary, the Security Agent shall not be liable for interest on any moneys received by it except as the Security Agent may agree in writing with the Party for whom it holds those moneys. (k) Notwithstanding any details provision of any Debt Document to the contrary, the Security Agent shall not be obliged to segregate money held on trust by the Security Agent from its other funds except to the extent required by law. (l) The permissive rights of the rate notified Security Agent to take the Agent actions or exercise the rights and discretions permitted or conferred by any Lender this Agreement shall not be construed as an obligation or Base Reference Bank duty for it to take those actions or the identity of any such Lender or Base Reference Bank for the purpose of Clause 14.2(a)(ii) (Market Disruption)exercise those rights and discretions.

Rights and discretions. (aA) The Agent may rely onmay: (i1) rely on any representation, communication, notice or document (including, without limitation, any notice given by a Lender pursuant to paragraph (b) or paragraph (c) of Clause 28.2 (Disenfranchisement on Debt Purchase Transactions entered into by Investor Affiliates)) believed by it to be genuine, correct and appropriately authorised; (2) assume that: (a) any instructions received by it from the Majority Lenders, any Lenders or any group of Lenders are duly given in accordance with the terms of the Finance Documents; and (iib) unless it has received notice of revocation, that those instructions have not been revoked; and (3) rely on a certificate from any statement made by a director, authorised signatory person: (a) as to any matter of fact or employee of any person regarding any matters circumstance which may might reasonably be assumed expected to be within his the knowledge of that person; or (b) to the effect that such person approves of any particular dealing, transaction, step, action or within his power to verifything, as sufficient evidence that that is the case and, in the case of Clause 28.7(A), may assume the truth and accuracy of that certificate. (bB) The Agent may assume (unless it has received notice to the contrary in its capacity as agent for the Lenders) that: (i1) no Default has occurred (unless it has actual knowledge of a Default arising under Clause 26.1 20.1 (Non-payment));; and (ii2) any right, power, authority or discretion vested in any Party or the Majority any group of Lenders has not been exercised; (iii) any notice or request made by the Company (other than a Utilisation Request) is made on behalf of and with the consent and knowledge of all the Obligors; and (iv) no Notifiable Debt Purchase Transaction: (A) has been entered into; (B) has been terminated; or. (C) has ceased to be with an Investor Affiliate. (c) The Agent may engage, and pay for the advice or services of any lawyers, accountants, tax advisers, surveyors or other professional advisers or experts. (D) Without prejudice to the generality of Clause 28.7(C) or Clause 28.7(E), the Agent may at any time engage and pay for the services of any lawyers to act as independent counsel to the Agent (and so separate from any lawyers instructed by the Lenders) if the Agent in its reasonable opinion deems this to be necessary. (E) The Agent may rely on the advice or services of any lawyers, accountants, tax advisers, surveyors or other expertsprofessional advisers or experts (whether obtained by the Agent or by any other Party) and shall not be liable for any damages, costs or losses to any person, any diminution in value or any liability whatsoever arising as a result of its so relying. (dF) The Agent may act in relation to the Finance Documents through its personnel officers, employees and agents. (eG) The Unless a Finance Document expressly provides otherwise the Agent may disclose to any other Party any information it reasonably believes it has received as agent under this Agreement. (f) Without prejudice to the generality of paragraph (e) above, the Agent may disclose the identity of a Defaulting Lender to the other Finance Parties and the Company and shall disclose the same upon the written request of the Company or the Majority Lenders. (gH) Notwithstanding any other provision of any Finance Document to the contrary, none of the Agent or the Arranger is obliged to do or omit to do anything if it would would, or might in its reasonable opinion opinion, constitute a breach of any law or regulation or a breach of a fiduciary duty or duty of confidentiality. (hI) The Notwithstanding any provision of any Finance Document to the contrary, the Agent is not obliged to disclose to expend or risk its own funds or otherwise incur any Finance Party any details financial liability in the performance of the rate notified to the Agent by any Lender its duties, obligations or Base Reference Bank responsibilities or the identity exercise of any right, power, authority or discretion if it has grounds for believing the repayment of such Lender funds or Base Reference Bank for the purpose of Clause 14.2(a)(ii) (Market Disruption)adequate indemnity against, or security for, such risk or liability is not reasonably assured to it.

Rights and discretions. (a) The Agent may rely onmay: (i) rely on any representation, communication, notice or document (including, without limitation, any notice given by a Lender pursuant to paragraph (b) or paragraph (c) of Clause 28.2 26.3 (Disenfranchisement on Debt Purchase Transactions entered into by Investor Sponsor Affiliates)) believed by it to be genuine, correct and appropriately authorised; andauthorised and shall have no duty to verify any signature on any document; (ii) reply on any statement purportedly made by a director, authorised signatory or employee of any person regarding any matters which may reasonably be assumed to be within his knowledge or within his power to verify; (iii) rely on the split of votes notified by a Lender to it to reflect the instructions of that Lender’s Participant (without having to make any enquiries as to the Participant or that Lender’s arrangement or agreement with the Participant); (iv) assume that: (A) any instructions received by it from the Majority Lenders, any Lenders or any group of Lenders are duly given in accordance with the terms of the Finance Documents; and (B) unless it has received notice of revocation, that those instructions have not been revoked; and (v) rely on a certificate from any person: (A) as to any matter of fact or circumstance which might reasonably be expected to be within the knowledge of that person; or (B) to the effect that such person approves of any particular dealing, transaction, step, action or thing, as sufficient evidence that that is the case and, in the case of paragraph (A) above, may assume the truth and accuracy of that certificate. (b) The Agent may assume (unless it has received notice to the contrary in its capacity as agent for the Lenders) that: (i) no Default has occurred (unless it has actual knowledge of a Default arising under Clause 26.1 24.1 (Non-payment)); (ii) any right, power, authority or discretion vested in any Party or the Majority any group of Lenders has not been exercised; (iii) any notice or request made by the Company Borrower (other than a the Utilisation RequestRequest or Selection Notice) is made on behalf of and with the consent and knowledge of all the ObligorsObligors and the Parent; and (iv) no Notifiable Debt Purchase Transaction: (A) has been entered into; (B) has been terminated; or (C) has ceased to be with an Investor a Sponsor Affiliate. (c) The Agent may engage, engage and pay for the advice or services of any lawyers, accountants, tax advisers, surveyors or other professional advisers or experts. (d) Without prejudice to the generality of paragraph (c) above or paragraph (e) below, the Agent may at any time engage and pay for the services of any lawyers to act as independent counsel to the Agent (and so separate from any lawyers instructed by the Lenders) if the Agent in its reasonable opinion deems this to be desirable. (e) The Agent may rely on the advice or services of any lawyers, accountants, tax advisers, surveyors or other expertsprofessional advisers or experts (whether obtained by the Agent or by any other Party) and shall not be liable for any damages, costs or losses to any person, any diminution in value or any liability whatsoever arising as a result of its so relying. (df) The Agent may act in relation to the Finance Documents through its personnel officers, employees and agentsagents and the Agent shall not: (i) be liable for any error of judgment made by any such person; or (ii) be bound to supervise, or be in any way responsible for, any loss incurred by reason of misconduct, omission or default on the part of, any such person, unless such error or such loss was directly caused by the Agent’s gross negligence or wilful misconduct. (eg) The Unless a Finance Document expressly provides otherwise the Agent may disclose to any other Party any information it reasonably believes it has received as agent under this Agreement. (fh) Without prejudice to the generality of paragraph (eg) above, the Agent may disclose the identity of a Defaulting Lender to the other Finance Parties and the Company and shall disclose the same upon the written request of the Company or the Majority Lenders.Agent: (gi) Notwithstanding any other provision of any Finance Document to the contrary, none of the Agent or the Arranger is obliged to do or omit to do anything if it would or might in its reasonable opinion constitute a breach of any law or regulation or a breach of a fiduciary duty or duty of confidentiality. (h) The Agent is not obliged to disclose to any Finance Party any details of the rate notified to the Agent by any Lender or Base Reference Bank or the identity of any such Lender or Base Reference Bank for the purpose of Clause 14.2(a)(ii) (Market Disruption).may disclose; and

Rights and discretions. (a) The Agent may rely onmay: (i) rely on any representation, communication, notice or document (including, without limitation, any notice given by a Lender pursuant to paragraph (b) or paragraph (c) of Clause 28.2 (Disenfranchisement on Debt Purchase Transactions entered into by Investor Affiliates)) believed by it to be genuine, correct and appropriately authorised; (ii) assume that: (A) any instructions received by it from the Majority Lenders, any Lenders or any group of Lenders are duly given in accordance with the Finance Documents; and (iiB) unless it has received notice of revocation, that those instructions have not been revoked; and (iii) rely on a written statement from any statement made by a director, authorised signatory person: (A) as to any matter of fact or employee of any person regarding any matters circumstance which may might reasonably be assumed expected to be within his the knowledge of that person; or (B) to the effect that such person approves of any particular dealing, transaction, step, action or within his power to verifything, as sufficient evidence that that is the case and, in the case of paragraph (A) above, may assume the truth and accuracy of that written statement. (b) The Agent may assume (unless it has received notice to the contrary in its capacity as agent for the Lenders) that: (i) no Default or Review Event has occurred (unless it has actual knowledge of a Default arising under Clause 26.1 28.1 (Non-payment)); (ii) any right, power, authority or discretion vested in any Party or the Majority any group of Lenders has not been exercised;; and (iii) any notice or request made by the Company Borrower (other than a Utilisation RequestRequest or Selection Notice) is made on behalf of and with the consent and knowledge of all the Obligors; and (iv) no Notifiable Debt Purchase Transaction: (A) has been entered into; (B) has been terminated; or (C) has ceased to be with an Investor Affiliate. (c) The Agent may engage, engage and pay for and rely on the advice or services of any lawyers, accountants, surveyors or other expertsexperts or professional advisers. (d) Without prejudice to the generality of paragraph (c) above or paragraph (e) below, the Agent may at any time engage and pay for the services of any lawyers to act as independent counsel to the Agent (and so separate from any lawyers instructed by the Lenders) if the Agent in its reasonable opinion deems this to be necessary. (e) The Agent may rely on the advice or services of any lawyers, accountants, tax advisers, surveyors or other professional advisers or experts (whether obtained by the Agent or by any other Party) and shall not be liable for any damages, costs or losses to any person, any diminution in value or any liability whatsoever arising as a result of its so relying. (f) The Agent may act in relation to the Finance Documents through its personnel officers, employees, secondees and agents. (eg) The Unless a Finance Document expressly provides otherwise the Agent may disclose to any other Party any information it reasonably believes it has received as agent Agent under this Agreement. (fh) Without prejudice to the generality of limiting paragraph (eg) above, the Agent may disclose the identity of a Defaulting Lender Finance Party to the other Finance Parties and the Company Borrower and shall disclose the same upon it on the written request of the Company Borrower or the Majority Lenders. (gi) Notwithstanding any other provision of any Finance Document to the contrary, none of neither the Agent or nor the Arranger is obliged to do or omit to do anything if it would or might in its reasonable opinion constitute a breach of any law or regulation or a breach of a fiduciary duty or duty of confidentiality. (hj) The Notwithstanding any provision of any Finance Document to the contrary, the Agent is not obliged to disclose expend or risk its own funds or otherwise incur any financial liability in the performance of its duties, obligations or responsibilities or the exercise of any right, power, authority or discretion if it has grounds for believing the repayment of such funds or adequate indemnity against, or security for, such risk or liability is not reasonably assured to it. (k) The Parties need not enquire whether any Finance Party any details instructions from all or a percentage of Lenders or the rate notified Majority Lenders have been given to the Agent or as to the terms of those instructions. As between the other Parties on the one hand and the Agent and Lxxxxxx on the other, everything done by any Lender the Agent under or Base Reference Bank or in relation to the identity of any such Lender or Base Reference Bank for the purpose of Clause 14.2(a)(ii) (Market Disruption)Finance Documents will be taken to be authorised.

Rights and discretions. (a) The Facility Agent may rely onmay: (i) rely on any representation, communication, notice or document (including, without limitation, any notice given by a Lender pursuant to paragraph (b) or paragraph (c) of Clause 28.2 (Disenfranchisement on Debt Purchase Transactions entered into by Investor Affiliates)) believed by it to be genuine, correct and appropriately authorised; (ii) assume that: (A) any instructions received by it from the Majority Lenders, any Finance Parties or any group of Finance Parties are duly given in accordance with the terms of the Finance Documents; and (iiB) unless it has received notice of revocation, that those instructions have not been revoked; and (iii) rely on a certificate from any statement made by a director, authorised signatory person: (A) as to any matter of fact or employee of any person regarding any matters circumstance which may might reasonably be assumed expected to be within his the knowledge of that person; or (B) to the effect that such person approves of any particular dealing, transaction, step, action or within his power to verifything, as sufficient evidence that that is the case and, in the case of paragraph (A) above, may assume the truth and accuracy of that certificate. (b) The Facility Agent may assume (unless it has received notice to the contrary in its capacity as agent for the LendersFinance Parties) that: (i) no Default has occurred (unless it has actual knowledge of a Default arising under Clause 26.1 28.2 (Non-payment)); (ii) any right, power, authority or discretion vested in any Party or the Majority Lenders any group of Finance Parties has not been exercised;; and (iii) any notice or request made by the Company any Borrower (other than a Utilisation RequestRequest or a Selection Notice) is made on behalf of and with the consent and knowledge of all the Transaction Obligors; and (iv) no Notifiable Debt Purchase Transaction: (A) has been entered into; (B) has been terminated; or (C) has ceased to be with an Investor Affiliate. (c) The Facility Agent may engage, engage and pay for the advice or services of any lawyers, accountants, tax advisers, surveyors or other professional advisers or experts. (d) Without prejudice to the generality of paragraph (c) above or paragraph (e) below, the Facility Agent may at any time engage and pay for the services of any lawyers to act as independent counsel to the Facility Agent (and so separate from any lawyers instructed by the Lenders) if the Facility Agent in its reasonable opinion deems this to be desirable. (e) The Facility Agent may rely on the advice or services of any lawyers, accountants, tax advisers, surveyors or other expertsprofessional advisers or experts (whether obtained by the Facility Agent or by any other Party) and shall not be liable for any damages, costs or losses to any person, any diminution in value or any liability whatsoever arising as a result of its so relying. (df) The Facility Agent may act in relation to the Finance Documents and the Security Property through its personnel officers, employees and agentsagents and shall not: (i) be liable for any error of judgment made by any such person; or (ii) be bound to supervise, or be in any way responsible for any loss incurred by reason of misconduct, omission or default on the part of any such person, unless such error or such loss was directly caused by the Facility Agent's gross negligence or wilful misconduct. (eg) The Unless a Finance Document expressly provides otherwise the Facility Agent may disclose to any other Party any information it reasonably believes it has received as agent under this Agreementthe Finance Documents. (f) Without prejudice to the generality of paragraph (e) above, the Agent may disclose the identity of a Defaulting Lender to the other Finance Parties and the Company and shall disclose the same upon the written request of the Company or the Majority Lenders. (gh) Notwithstanding any other provision of any Finance Document to the contrary, none of neither the Facility Agent or nor the Arranger is obliged to do or omit to do anything if it would or might might, in its reasonable opinion opinion, constitute a breach of any law or regulation or a breach of a fiduciary duty or duty of confidentiality. (hi) The Notwithstanding any provision of any Finance Document to the contrary, the Facility Agent is not obliged to disclose to expend or risk its own funds or otherwise incur any Finance Party any details financial liability in the performance of the rate notified to the Agent by any Lender its duties, obligations or Base Reference Bank responsibilities or the identity exercise of any right, power, authority or discretion if it has grounds for believing the repayment of such Lender funds or Base Reference Bank for the purpose of Clause 14.2(a)(ii) (Market Disruption)adequate indemnity against, or security for, such risk or liability is not reasonably assured to it.

Rights and discretions. (a) The Each of the Agents and the Security Agent may rely onmay: (i) rely on any representation, communication, notice or document (including, without limitation, any notice given by a Lender pursuant to paragraph (b) or paragraph (c) of Clause 28.2 (Disenfranchisement on Debt Purchase Transactions entered into by Investor Affiliates)) believed by it to be genuine, correct and appropriately authorised; (ii) assume that: (A) any instructions received by it from the Majority Lenders, any Finance Parties or any group of Finance Parties (or in the case of the Security Agent, received by it from the Facility Agent) are duly given in accordance with the terms of the Finance Documents; and (iiB) unless it has received notice of revocation, that those instructions have not been revoked; and (iii) call for and rely on a certificate from any statement made by a director, authorised signatory person: (A) as to any matter of fact or employee of any person regarding any matters circumstance which may might reasonably be assumed expected to be within his the knowledge of that person; or (B) to the effect that such person approves of any particular dealing, transaction, step, action or within his power to verifything, as sufficient evidence that that is the case and, in the case of paragraph (A) above, may assume the truth and accuracy of that certificate. (b) The Each of the Agents and the Security Agent may assume (unless it has received notice to the contrary in its capacity as agent for the LendersFinance Parties or security agent for the Secured Parties) that: (i) no Default has occurred (unless unless, in the case of an Agent, it has actual knowledge of a Default arising under Clause 26.1 ‎‎25.1 (Non-payment)); (ii) any right, power, authority or discretion vested in any Party or the Majority Lenders any group of Finance Parties has not been exercised;; and (iii) any notice or request made by the Company (other than a Utilisation Request) is made on behalf of and with the consent and knowledge of all the Obligors; and (iv) no Notifiable Debt Purchase Transaction: (A) has been entered into; (B) has been terminated; or (C) has ceased to be with an Investor Affiliate. (c) The Each of the Agents and the Security Agent may engage, engage and pay for the advice or services of any lawyers, accountants, tax advisers, surveyors or other professional advisers or experts. (d) Without prejudice to the generality of paragraph (c) above or paragraph (e) below, each of the Agents and the Security Agent may at any time engage and pay for the services of any lawyers to act as independent counsel to an Agent or the Security Agent (as applicable), (and so separate from any lawyers instructed by the Lenders) if an Agent or the Security Agent (as applicable) in its reasonable opinion deems this to be desirable. (e) Each of the Agents and the Security Agent may rely on the advice or services of any lawyers, accountants, tax advisers, surveyors or other expertsprofessional advisers or experts (whether obtained by any Agent or by the Security Agent or by any other Party and whether or not liability in relation thereto is limited by reference to a monetary cap, methodology or otherwise) and shall not be liable for any damages, costs or losses to any person, any diminution in value or any liability whatsoever arising as a result of its so relying. (df) The Each of the Agents and the Security Agent may act in relation to the Finance Documents and the Security Property through its personnel officers, employees and agentsagents and shall not: (i) be liable for any error of judgment made by any such person; or (ii) be bound to supervise, or be in any way responsible for any loss incurred by reason of misconduct, omission or default on the part of, any such person, unless such error or such loss was directly caused by an Agent's or the Security Agent's (as applicable) gross negligence or wilful misconduct. (eg) The Unless a Finance Document expressly provides otherwise each of the Agents and the Security Agent may disclose to any other Party any information it reasonably believes it has received as agent or security agent under this Agreementthe Finance Documents. (fh) Without prejudice to the generality of paragraph (e‎‎(g) above, the Agent may disclose the identity of a Defaulting Lender to the other Finance Parties and the Company and shall disclose the same upon the written request of the Company or the Majority Lenders.each Agent: (gi) Notwithstanding any other provision of any Finance Document to the contrary, none of the Agent or the Arranger is obliged to do or omit to do anything if it would or might in its reasonable opinion constitute a breach of any law or regulation or a breach of a fiduciary duty or duty of confidentiality. (h) The Agent is not obliged to disclose to any Finance Party any details of the rate notified to the Agent by any Lender or Base Reference Bank or the identity of any such Lender or Base Reference Bank for the purpose of Clause 14.2(a)(ii) (Market Disruption).may disclose; and

Rights and discretions. (a) The Facility Agent may rely onmay: (i) rely on any representation, communication, notice or document (including, without limitation, any notice given by a Lender pursuant to paragraph (b) or paragraph (c) of Clause 28.2 (Disenfranchisement on Debt Purchase Transactions entered into by Investor Affiliates)) believed by it to be genuine, correct and appropriately authorised; (ii) assume that: (A) any instructions received by it from the Majority Lenders, any Finance Parties or any group of Finance Parties are duly given in accordance with the terms of the Finance Documents; and (iiB) unless it has received notice of revocation, that those instructions have not been revoked; and (iii) rely on a certificate from any statement made by a director, authorised signatory person: (A) as to any matter of fact or employee of any person regarding any matters circumstance which may might reasonably be assumed expected to be within his the knowledge of that person; or (B) to the effect that such person approves of any particular dealing, transaction, step, action or within his power to verifything, as sufficient evidence that that is the case and, in the case of paragraph ‎(A) above, may assume the truth and accuracy of that certificate. (b) The Facility Agent may assume (unless it has received notice to the contrary in its capacity as agent for the LendersFinance Parties) that: (i) no Default has occurred (unless it has actual knowledge of a Default arising under Clause 26.1 ‎26.2 (Non-payment)); (ii) any right, power, authority or discretion vested in any Party or the Majority Lenders any group of Finance Parties has not been exercised;; and (iii) any notice or request made by the Company Borrowers (other than a the Utilisation Request) is made on behalf of and with the consent and knowledge of all the Transaction Obligors; and (iv) no Notifiable Debt Purchase Transaction: (A) has been entered into; (B) has been terminated; or (C) has ceased to be with an Investor Affiliate. (c) The Facility Agent may engageengage (at the Borrowers' expense) the advice or services of any lawyers, pay for accountants, tax advisers, surveyors or other professional advisers or experts. (d) Without prejudice to the generality of paragraph ‎(c) above or paragraph ‎(e) below, the Facility Agent may at any time engage (at the Borrowers' expense) the services of any lawyers to act as independent counsel to the Facility Agent (and so separate from any lawyers instructed by the Lenders) if the Facility Agent in its reasonable opinion deems this to be desirable. (e) The Facility Agent may rely on the advice or services of any lawyers, accountants, tax advisers, surveyors or other expertsprofessional advisers or experts (whether obtained by the Facility Agent or by any other Party) and shall not be liable for any damages, costs or losses to any person, any diminution in value or any liability whatsoever arising as a result of its so relying. (df) The Facility Agent may act in relation to the Finance Documents and the Security Property through its personnel officers, employees and agentsagents and shall not: (i) be liable for any error of judgment made by any such person; or (ii) be bound to supervise, or be in any way responsible for any loss incurred by reason of misconduct, omission or default on the part of any such person, unless such error or such loss was directly caused by the Facility Agent's gross negligence or wilful misconduct. (eg) The Unless a Finance Document expressly provides otherwise the Facility Agent may disclose to any other Party any information it reasonably believes it has received as agent under this Agreementthe Finance Documents. (f) Without prejudice to the generality of paragraph (e) above, the Agent may disclose the identity of a Defaulting Lender to the other Finance Parties and the Company and shall disclose the same upon the written request of the Company or the Majority Lenders. (gh) Notwithstanding any other provision of any Finance Document to the contrary, none of the Facility Agent or the Arranger is not obliged to do or omit to do anything if it would or might might, in its reasonable opinion opinion, constitute a breach of any law or regulation or a breach of a fiduciary duty or duty of confidentiality. (hi) The Notwithstanding any provision of any Finance Document to the contrary, the Facility Agent is not obliged to disclose to expend or risk its own funds or otherwise incur any Finance Party any details financial liability in the performance of the rate notified to the Agent by any Lender its duties, obligations or Base Reference Bank responsibilities or the identity exercise of any right, power, authority or discretion if it has grounds for believing the repayment of such Lender funds or Base Reference Bank for the purpose of Clause 14.2(a)(ii) (Market Disruption)adequate indemnity against, or security for, such risk or liability is not reasonably assured to it.

Rights and discretions. (a) The Facility Agent and each L/C Bank may rely on: (i) any representation, notice or document (including, without limitation, any notice given by a Lender pursuant to paragraph (b) or paragraph (c) of Clause 28.2 (Disenfranchisement on Debt Purchase Transactions entered into by Investor Affiliates)) believed by it to be genuine, correct and appropriately authorised; and (ii) any statement made by a director, authorised signatory or employee of any person regarding any matters which may reasonably be assumed to be within his knowledge or within his power to verify. (b) The Facility Agent may assume (unless it has received notice to the contrary in its capacity as agent for the Lenders) that: (i) no Default has occurred (unless it has actual knowledge of a Default arising under Clause 26.1 (Non-payment))occurred; (ii) any right, power, authority or discretion vested in any Party or the Majority Lenders has not been exercised;; and (iii) any notice or request made by the Company (other than a Utilisation RequestRequest or Selection Notice) is made on behalf of and with the consent and knowledge of all the Obligors; and (iv) no Notifiable Debt Purchase Transaction: (A) has been entered into; (B) has been terminated; or (C) has ceased to be with an Investor Affiliate. (c) The Facility Agent and each L/C Bank may engage, pay for and rely on the advice or services of any lawyers, accountants, surveyors or other experts. (d) The Facility Agent and each L/C Bank may act in relation to the Finance Documents through its personnel and agents. (e) The Facility Agent may execute on behalf of any L/C Bank, any Documentary Credit issued under this Agreement. (f) The Facility Agent and each L/C Bank may disclose to any other Party any information it reasonably believes it has received as agent under this Agreement. (fg) Without prejudice to the generality of paragraph (ef) above, the Facility Agent may disclose the identity of a Defaulting Lender to the other Finance Parties and the Company and shall disclose the same upon the written request of the Company or the Majority Lenders. (gh) Notwithstanding any other provision of any Finance Document to the contrary, none of the Facility Agent or the Arranger is not obliged to do or omit to do anything if it would or might in its reasonable opinion constitute a breach of any law or regulation or a breach of a fiduciary duty or duty of confidentiality. (h) The Agent is not obliged to disclose to any Finance Party any details of the rate notified to the Agent by any Lender or Base Reference Bank or the identity of any such Lender or Base Reference Bank for the purpose of Clause 14.2(a)(ii) (Market Disruption).

Rights and discretions. (a) The Facility Agent may rely onmay: (i) rely on any representation, communication, notice or document (including, without limitation, any notice given by a Lender pursuant to paragraph (b) or paragraph (c) of Clause 28.2 (Disenfranchisement on Debt Purchase Transactions entered into by Investor Affiliates)) believed by it to be genuine, correct and appropriately authorisedauthorized; (ii) assume that: (A) any instructions received by it from the Majority Lenders, any Finance Parties or any group of Finance Parties are duly given in accordance with the terms of the Loan Documents; and (iiB) unless it has received written notice of revocation, that those instructions have not been revoked; and (iii) rely on a certificate from any statement made by a director, authorised signatory person: (A) as to any matter of fact or employee of any person regarding any matters circumstance which may might reasonably be assumed expected to be within his the knowledge of that person; or (B) to the effect that such person approves of any particular dealing, transaction, step, action or within his power to verifything, as sufficient evidence that that is the case and, in the case of paragraph (A) above, may assume the truth and accuracy of that certificate. (b) The Facility Agent may assume (unless it has received written notice to the contrary in its capacity as agent for the LendersFinance Parties) that: (i) no Default has occurred (unless it has actual knowledge of a Default arising under Clause 26.1 Section 9.1(a) (Non-payment)); (ii) any right, power, authority or discretion vested in any Party or the Majority Lenders any group of Finance Parties has not been exercised;; and (iii) any notice or request made by the Company Borrower (other than a Utilisation RequestFunding Notice) is made on behalf of and with the consent and knowledge of all the Transaction Obligors; and (iv) no Notifiable Debt Purchase Transaction: (A) has been entered into; (B) has been terminated; or (C) has ceased to be with an Investor Affiliate. (c) The Facility Agent may engageengage (at the Borrower’s expense) the advice or services of any lawyers, pay for accountants, tax advisers, surveyors or other professional advisers or experts. (d) Without prejudice to the generality of paragraph (c) above or paragraph (e) below, the Facility Agent may at any time engage (at the Borrower’s expense) the services of any lawyers to act as independent counsel to the Facility Agent (and so separate from any lawyers instructed by the Lenders) if the Facility Agent in its reasonable opinion deems this to be desirable. (e) The Facility Agent may rely on the advice or services of any lawyers, accountants, tax advisers, surveyors or other expertsprofessional advisers or experts (whether obtained by the Facility Agent or by any other Party) and shall not be liable for any damages, costs or losses to any person, any diminution in value or any liability whatsoever arising as a result of its so relying. (df) The Facility Agent may act in relation to the Finance Loan Documents and the Collateral through its personnel officers, employees, delegate, receiver and agentsagents and shall not: (i) be liable for any error of judgment made by any such person; or (ii) be bound to supervise, or be in any way responsible for any loss incurred by reason of misconduct, omission or default on the part of any such person, unless such error or such loss was directly caused by the Facility Agent’s gross negligence or willful misconduct as determined by a final non-appealable judgment of a court of competent jurisdiction. (eg) The Unless a Loan Document expressly provides otherwise the Facility Agent may disclose to any other Party any information it reasonably believes it has received as agent under this Agreementthe Loan Documents. (f) Without prejudice to the generality of paragraph (e) above, the Agent may disclose the identity of a Defaulting Lender to the other Finance Parties and the Company and shall disclose the same upon the written request of the Company or the Majority Lenders. (gh) Notwithstanding any other provision of any Finance Loan Document to the contrary, none of the Facility Agent or the Arranger is not obliged to do or omit to do anything if it would or might might, in its reasonable opinion opinion, constitute a breach of any law or regulation or a breach of a fiduciary duty or duty of confidentiality. (hi) The Notwithstanding any provision of any Loan Document to the contrary, the Facility Agent is not obliged to disclose to expend or risk its own funds or otherwise incur any Finance Party any details financial liability in the performance of the rate notified to the Agent by any Lender its duties, obligations or Base Reference Bank responsibilities or the identity exercise of any right, power, authority or discretion if it has grounds for believing the repayment of such Lender funds or Base Reference Bank for the purpose of Clause 14.2(a)(ii) (Market Disruption)adequate indemnity against, or security for, such risk or liability is not reasonably assured to it.

Rights and discretions. (a) The Facility Agent and each Arranger may rely on: (i) any representation, notice or document (including, without limitation, any notice given by a Lender pursuant to paragraph (b) or paragraph (c) of Clause 28.2 (Disenfranchisement on Debt Purchase Transactions entered into by Investor Affiliates)) believed by it to be genuine, correct and appropriately authorised; and (ii) any statement made by a director, authorised signatory or employee of any person regarding any matters which may reasonably be assumed to be within his knowledge or within his power to verify. (b) The Facility Agent may assume (unless it has received notice to the contrary in its capacity as agent for the Lenders) that: (i) no Default has occurred (unless it has actual knowledge of a Default arising under Clause 26.1 (Non-payment)); (ii) any right, power, authority or discretion vested in any Party or any group of the Majority Lenders has not been exercised;; and (iii) any notice or request made by the Company (other than a including any Utilisation RequestRequest or Selection Notice) is made on behalf of and with the consent and knowledge of all the Obligors; and (iv) no Notifiable Debt Purchase Transaction: (A) has been entered into; (B) has been terminated; or (C) has ceased to be with an Investor Affiliate. (c) The Facility Agent and each Lender may engage, pay for and rely on the advice or services of any lawyers, accountants, surveyors or other experts. (d) The Facility Agent and each Lender may act in relation to the Senior Finance Documents through its personnel and agents and shall not be liable for the negligence or misconduct of such agents. (e) The Facility Agent may disclose to any other Party any information it reasonably believes it has received as agent under this Agreement. (f) Without prejudice to the generality of paragraph (e) above, the Agent may disclose the identity of a Defaulting Lender to the other Finance Parties and the Company and shall disclose the same upon the written request of the Company or the Majority Lenders. (g) Notwithstanding any other provision of any Senior Finance Document to the contrary, none of the Facility Agent or the Arranger Arrangers is obliged to do or omit to do anything if it would or might in its reasonable opinion constitute a breach of any law or regulation or a breach of a fiduciary duty or duty of confidentiality. (h) The Agent is not obliged to disclose to any Finance Party any details of the rate notified to the Agent by any Lender or Base Reference Bank or the identity of any such Lender or Base Reference Bank for the purpose of Clause 14.2(a)(ii) (Market Disruption).

Rights and discretions. (a) The Facility Agent may rely onmay: (i) rely on any representation, communication, notice or document (including, without limitation, any notice given by a Lender pursuant to paragraph (b) or paragraph (c) of Clause 28.2 (Disenfranchisement on Debt Purchase Transactions entered into by Investor Affiliates)) believed by it to be genuine, correct and appropriately authorised; (ii) assume that: (A) any instructions received by it from the Majority Lenders, any Finance Parties or any group of Finance Parties are duly given in accordance with the terms of the Finance Documents; and (iiB) unless it has received notice of revocation, that those instructions have not been revoked; and (iii) rely on a certificate from any statement made by a director, authorised signatory person: (A) as to any matter of fact or employee of any person regarding any matters circumstance which may might reasonably be assumed expected to be within his the knowledge of that person; or (B) to the effect that such person approves of any particular dealing, transaction, step, action or within his power to verifything, as sufficient evidence that that is the case and, in the case of paragraph (A) above, may assume the truth and accuracy of that certificate. (b) The Facility Agent may assume (unless it has received notice to the contrary in its capacity as agent for the LendersFinance Parties) that: (i) no Default has occurred (unless it has actual knowledge of a Default arising under Clause 26.1 26.2 (Non-payment)); (ii) any right, power, authority or discretion vested in any Party or the Majority Lenders any group of Finance Parties has not been exercised;; and (iii) any notice or request made by the Company any Borrower (other than a Utilisation Request) is made on behalf of and with the consent and knowledge of all the Transaction Obligors; and (iv) no Notifiable Debt Purchase Transaction: (A) has been entered into; (B) has been terminated; or (C) has ceased to be with an Investor Affiliate. (c) The Facility Agent may engage, engage and pay for the advice or services of any lawyers, accountants, tax advisers, surveyors or other professional advisers or experts. (d) Without prejudice to the generality of paragraph (c) above or paragraph (e) below, the Facility Agent may at any time engage and pay for the services of any lawyers to act as independent counsel to the Facility Agent (and so separate from any lawyers instructed by the Lenders) if the Facility Agent in its reasonable opinion deems this to be desirable. (e) The Facility Agent may rely on the advice or services of any lawyers, accountants, tax advisers, surveyors or other expertsprofessional advisers or experts (whether obtained by the Facility Agent or by any other Party) and shall not be liable for any damages, costs or losses to any person, any diminution in value or any liability whatsoever arising as a result of its so relying. (df) The Facility Agent may act in relation to the Finance Documents and the Security Property through its personnel officers, employees and agentsagents and shall not: (i) be liable for any error of judgment made by any such person; or (ii) be bound to supervise, or be in any way responsible for any loss incurred by reason of misconduct, omission or default on the part of any such person, unless such error or such loss was directly caused by the Facility Agent’s gross negligence or wilful misconduct. (eg) The Unless a Finance Document expressly provides otherwise the Facility Agent may disclose to any other Party any information it reasonably believes it has received as agent under this Agreementthe Finance Documents. (f) Without prejudice to the generality of paragraph (e) above, the Agent may disclose the identity of a Defaulting Lender to the other Finance Parties and the Company and shall disclose the same upon the written request of the Company or the Majority Lenders. (gh) Notwithstanding any other provision of any Finance Document to the contrary, none of neither the Facility Agent or nor the Mandated Lead Arranger is obliged to do or omit to do anything if it would or might might, in its reasonable opinion opinion, constitute a breach of any law or regulation or a breach of a fiduciary duty or duty of confidentiality. (hi) The Notwithstanding any provision of any Finance Document to the contrary, the Facility Agent is not obliged to disclose to expend or risk its own funds or otherwise incur any Finance Party any details financial liability in the performance of the rate notified to the Agent by any Lender its duties, obligations or Base Reference Bank responsibilities or the identity exercise of any right, power, authority or discretion if it has grounds for believing the repayment of such Lender funds or Base Reference Bank for the purpose of Clause 14.2(a)(ii) (Market Disruption)adequate indemnity against, or security for, such risk or liability is not reasonably assured to it.

Rights and discretions. (a) The Agent and the Security Agent may rely on: (i) any representation, notice or document (including, without limitation, any notice given by a Lender pursuant to paragraph (b) or paragraph (c) of Clause 28.2 (Disenfranchisement on Debt Purchase Transactions entered into by Investor Affiliates)) believed by it to be genuine, correct and appropriately authorised; and (ii) any statement made by a director, authorised signatory or employee of any person regarding any matters which may reasonably be assumed to be within his knowledge or within his power to verify. (b) The Each of the Agent and the Security Agent may assume (unless it has received notice to the contrary in its capacity as agent for the Lenders) that: (i) no Default has occurred (unless it has actual knowledge of a Default arising under Clause 26.1 24.1 (Non-payment)); (ii) any right, power, authority or discretion vested in any Party or the Majority Lenders has not been exercised;; and (iii) any notice or request made by the Company Parent (other than a Utilisation Request) is made on behalf of and with the consent and knowledge of all the Obligors; and (iv) no Notifiable Debt Purchase Transaction: (A) has been entered into; (B) has been terminated; or (C) has ceased to be with an Investor Affiliate. (c) The Each of the Agent and the Security Agent may engage, pay for and rely on the advice or services of any lawyers, accountants, surveyors or other experts. (d) The Each of the Agent and the Security Agent may act in relation to the Finance Documents through its personnel and agents. (e) The Each of the Agent and the Security Agent may disclose to any other Party any information it reasonably believes it has received as agent under this Agreementthe Finance Documents. (f) Without prejudice The Agent may execute on behalf of the Finance Parties any document expressed by any Finance Document to the generality of paragraph (e) above, be executed by the Agent may disclose the identity of a Defaulting Lender to the other Finance Parties and the Company and shall disclose the same upon the written request of the Company or the Majority Lenderson their behalf. (g) Notwithstanding any other provision of any Finance Document to the contrary, none of the Agent, the Security Agent or the Arranger is obliged to do or omit to do anything if it would or might in its reasonable opinion constitute a breach of any law or regulation or a breach of a fiduciary duty or duty of confidentiality. (h) The Agent is may not obliged to disclose to any Finance Party any details of the rate notified to the Agent by any Lender or Base Reference Bank or the identity of any such Lender or Base Reference Bank for the purpose of paragraph (a)(ii) of Clause 14.2(a)(ii) 12.2 (Market Disruptiondisruption).

Rights and discretions. (a) The Agent Agent, the Issuing Bank and the Alternative L/C Fronting Bank may rely on: (i) any representation, notice or document (including, without limitation, any notice given by a Lender pursuant to paragraph (b) or paragraph (c) of Clause 28.2 32.2 (Disenfranchisement on Debt Purchase Transactions entered into by Investor Affiliates)) believed by it to be genuine, correct and appropriately authorised; and (ii) any statement made by a director, authorised signatory or employee of any person regarding any matters which may reasonably be assumed to be within his knowledge or within his power to verify. (b) The Agent may assume (unless it has received notice to the contrary in its capacity as agent for the Lenders) that: (i) no Default has occurred (unless it has actual knowledge of a Default arising under Clause 26.1 30.1 (Non-payment)); (ii) any right, power, authority or discretion vested in any Party or the Majority Lenders has not been exercised; (iii) any notice or request made by the Company (other than a Utilisation Request) is made on behalf of and with the consent and knowledge of all the Obligors; and (iv) no Notifiable Debt Purchase Transaction: (A) has been entered into; (B) has been terminated; or (C) has ceased to be with an a Investor Affiliate. (c) The Agent may engage, pay for and rely on the advice or services of any lawyers, accountants, surveyors or other experts. (d) The Agent may act in relation to the Finance Documents through its personnel and agents. (e) The Agent may disclose to any other Party any information it reasonably believes it has received as agent under this Agreement. (f) Without prejudice to the generality of paragraph (e) above, the Agent may disclose the identity of a Defaulting Lender to the other Finance Parties and the Company and shall disclose the same upon the written request of the Company or the Majority Lenders. (g) Notwithstanding any other provision of any Finance Document to the contrary, none of the Agent Agent, the Arranger, the Issuing Bank or the Arranger Alternative L/C Fronting Bank is obliged to do or omit to do anything if it would or might in its reasonable opinion constitute a breach of any law or regulation or a breach of a fiduciary duty or duty of confidentiality. (h) The Agent is not obliged to disclose to any Finance Party any details of the rate notified to the Agent by any Lender or Base Alternative Reference Bank or the identity of any such Lender or Base Alternative Reference Bank for the purpose of paragraph (a)(ii) of Clause 14.2(a)(ii) 18.2 (Market Disruptiondisruption).

Rights and discretions. (a) The Facility Agent and the Security Agent may each rely on: (i) any representation, notice or document (including, without limitation, any notice given by a Lender pursuant to paragraph (b) or paragraph (c) of Clause 28.2 (Disenfranchisement on Debt Purchase Transactions entered into by Investor Affiliates)) believed by it to be genuine, correct and appropriately authorised; and (ii) any statement made by a director, authorised signatory or employee of any person regarding any matters which may reasonably be assumed to be within his knowledge or within his power to verify. (b) The Facility Agent and the Security Agent may each assume (unless it has received notice to the contrary in its capacity as agent for the Lenders) that: (i) no Default has occurred (unless it has actual knowledge of a Default arising under Clause 26.1 19.1 (Non-paymentPayment Default));; and (ii) any right, power, authority or discretion vested in any Party or the Majority Lenders (as appropriate) has not been exercised; (iii) any notice or request made by the Company (other than a Utilisation Request) is made on behalf of and with the consent and knowledge of all the Obligors; and (iv) no Notifiable Debt Purchase Transaction: (A) has been entered into; (B) has been terminated; or (C) has ceased to be with an Investor Affiliate. (c) The Facility Agent and the Security Agent may each engage, pay for and rely on the advice or services of any lawyers, accountants, surveyors or other experts. (d) The Facility Agent and the Security Agent may act in relation to the Finance Documents through its personnel and agents. The Facility Agent and the Security Agent shall not be liable for the negligence or misconduct of such agents that it has chosen using reasonable skill and care. (e) The Facility Agent and the Security Agent may each disclose to any other Party any information it reasonably believes it has received in its capacity as agent Facility Agent or Security Agent under this Agreement. (f) Without prejudice to the generality of paragraph (e) above, the Agent may disclose the identity of a Defaulting Lender to the other Finance Parties and the Company and shall disclose the same upon the written request of the Company or the Majority Lenders. (g) Notwithstanding any other provision of any Finance Document to the contrary, none of neither the Facility Agent or nor the Arranger Security Agent is obliged to do or omit to do anything if it would or might in its reasonable opinion constitute a breach of any law law, regulation or regulation directive or a breach of a fiduciary duty or duty of confidentiality. (h) The Agent is not obliged to disclose to any Finance Party any details of the rate notified to the Agent by any Lender or Base Reference Bank or the identity of any such Lender or Base Reference Bank for the purpose of Clause 14.2(a)(ii) (Market Disruption).

Rights and discretions. (a) The Agent may rely on: (i) any representation, notice or document (including, without limitation, any notice given by a Lender pursuant to paragraph (b) or paragraph (c) of Clause 28.2 (Disenfranchisement on Debt Purchase Transactions entered into by Investor Affiliates)) believed by it to be genuine, correct and appropriately authorisedauthorised and shall have no duty to verify any signature on any document; and (ii) any statement made or purportedly made by a director, authorised signatory or employee of any person regarding any matters which may reasonably be assumed to be within his knowledge or within his power to verify. (b) The Agent may assume (unless it has received notice to the contrary in its capacity as agent for the LendersLenders and Hedge Counterparties) that: (i) no Default has occurred (unless it has actual knowledge of a Default arising under Clause 26.1 paragraph 1 (Non-payment) of Schedule 12 (Events of Default)); (ii) any right, power, authority or discretion vested in any Party or the Majority Lenders has not been exercised;; and (iii) any notice or request made by the Company (other than a Utilisation RequestRequest or Selection Notice) is made on behalf of and with the consent and knowledge of all the Obligors; and (iv) no Notifiable Debt Purchase Transaction: (A) has been entered into; (B) has been terminated; or (C) has ceased to be with an Investor Affiliate. (c) The Agent may engage, pay for and rely on the advice or services of any lawyers, accountants, surveyors or other experts. (d) The Agent may act in relation to the Finance Documents through its personnel and agents. (e) The Agent may disclose to any other Party any information it reasonably believes it has received as agent under this Agreement. (f) Without prejudice to the generality of paragraph (e) above, the Agent may disclose the identity of a Defaulting Lender to the other Finance Parties and the Company and shall disclose the same upon the written request of the Company or the Majority Lenders. (g) Notwithstanding any other provision of any Finance Document to the contrary, none of the Agent or the Arranger Arrangers is obliged to do or omit to do anything if it would or might in its reasonable opinion constitute a breach of any law or regulation or a breach of a fiduciary duty or duty of confidentiality. (h) The Agent is not obliged to disclose to any Finance Party any details of the rate notified to the Agent by any Lender or Base Reference Bank or the identity of any such Lender or Base Reference Bank for the purpose of Clause 14.2(a)(ii) (Market Disruption).

Rights and discretions. (a) The Agent and the Security Agent may rely on: (i) any representation, notice or document (including, without limitation, any notice given by a Lender pursuant to paragraph (b) or paragraph (c) of Clause 28.2 (Disenfranchisement on Debt Purchase Transactions entered into by Investor Affiliates)) believed by it to be genuine, correct and appropriately authorised; and (ii) any statement made by a director, authorised signatory or employee of any person regarding any matters which may reasonably be assumed to be within his knowledge or within his power to verify. (b) The Agent and the Security Agent may assume (unless it has received notice to the contrary in its capacity as agent for the LendersLenders or as the case may be, as security trustee or security agent for the Finance Parties and the Hedge Counterparties) that: (i) no Default has occurred (unless it has actual knowledge of a Default arising under Clause 26.1 25.1 (Non-payment)); (ii) any right, power, authority or discretion vested in any Party or the Majority Lenders has not been exercised;; and (iii) any notice or request made by the Company (other than a Utilisation RequestRequest or Selection Notice) is made on behalf of and with the consent and knowledge of all the Obligors; and (iv) no Notifiable Debt Purchase Transaction: (A) has been entered into; (B) has been terminated; or (C) has ceased to be with an Investor Affiliate. (c) The Each of the Agent and the Security Agent may engage, pay for and rely on the advice or services of any lawyers, accountants, surveyors or other experts. (d) The Each of the Agent and the Security Agent may act in relation to the Finance Documents through its personnel and agents. (e) The Each of the Agent and the Security Agent may disclose to any other Party any information it reasonably believes it has received as agent under this Agreement. (f) Without prejudice to the generality of paragraph (e) above, the Agent may disclose the identity of a Defaulting Lender to the other Finance Parties and the Company and shall disclose the same upon the written request of the Company or the Majority Lenders. (g) Notwithstanding any other provision of any Finance Document to the contrary, none of the Agent Agent, the Arranger or the Arranger Security Agent is obliged to do or omit to do anything if it would or might in its reasonable opinion constitute a breach of any law or regulation or a breach of a fiduciary duty or duty of confidentiality. (h) The Agent is not obliged to disclose to any Finance Party any details of the rate notified to the Agent by any Lender or Base Reference Bank or the identity of any such Lender or Base Reference Bank for the purpose of Clause 14.2(a)(ii) (Market Disruption).

Rights and discretions. (a) The Agent may rely onSecurity Trustee may: (i) rely on any representation, communication, notice or document (including, without limitation, any notice given by a Lender pursuant to paragraph (b) or paragraph (c) of Clause 28.2 (Disenfranchisement on Debt Purchase Transactions entered into by Investor Affiliates)) believed by it to be genuine, correct and appropriately authorisedauthorized; (ii) assume that: (A) any instructions received by it from the Majority Lenders, any Finance Parties or any group of Finance Parties are duly given in accordance with the terms of the Loan Documents; (B) unless it has received written notice of revocation, that those instructions have not been revoked; and (iiC) if it receives any statement made by instructions to act in relation to the Collateral, that all applicable conditions under the Loan Documents for so acting have been satisfied; and (iii) rely on a director, authorised signatory certificate from any person: (A) as to any matter of fact or employee of any person regarding any matters circumstance which may might reasonably be assumed expected to be within his the knowledge of that person; or (B) to the effect that such person approves of any particular dealing, transaction, step, action or within his power to verifything, as sufficient evidence that that is the case and, in the case of paragraph (A) above, may assume the truth and accuracy of that certificate. (b) The Security Trustee shall be entitled to carry out all dealings with the other Finance Parties through the Facility Agent and may give to the Facility Agent any notice or other communication required to be given by the Security Trustee to any Finance Party. (c) The Security Trustee may assume (unless it has received written notice to the contrary in its capacity as security agent for the LendersFinance Parties) that: (i) no Default has occurred (unless it has actual knowledge of a Default arising under Clause 26.1 (Non-payment))occurred; (ii) any right, power, authority or discretion vested in any Party or the Majority Lenders any group of Finance Parties has not been exercised;; and (iii) any notice or request made by the Company Borrower (other than a Utilisation Requestthe Funding Notice) is made on behalf of and with the consent and knowledge of all the Transaction Obligors; and (iv) no Notifiable Debt Purchase Transaction: (A) has been entered into; (B) has been terminated; or (C) has ceased to be with an Investor Affiliate. (d) The Security Trustee may engage (at the Borrower’s cost) for the advice or services of any lawyers, accountants, tax advisers, surveyors or other professional advisers or experts. (e) Without prejudice to the generality of paragraph (c) above or paragraph (f) below, the Security Trustee may at any time engage (at the Borrower’s cost) for the services of any lawyers to act as independent counsel to the Security Trustee (and so separate from any lawyers instructed by the Facility Agent or the Lenders) if the Security Trustee in its reasonable opinion deems this to be desirable. (f) The Agent Security Trustee may engage, pay for and rely on the advice or services of any lawyers, accountants, tax advisers, surveyors or other expertsprofessional advisers or experts (whether obtained by the Security Trustee or by any other Party) and shall not be liable for any damages, costs or losses to any person, any diminution in value or any liability whatsoever arising as a result of its so relying. (dg) The Agent Security Trustee may act in relation to the Finance Loan Documents and the Collateral through its personnel officers, employees, delegate, receiver and agentsagents and shall not: (i) be liable for any error of judgment made by any such person; or (ii) be bound to supervise, or be in any way responsible for any loss incurred by reason of misconduct, omission or default on the part of any such person, unless such error or such loss was directly caused by the Security Trustee’s gross negligence or willful misconduct as determined by a final non-appealable judgment of a court of competent jurisdiction. (eh) The Agent Unless a Loan Document expressly provides otherwise the Security Trustee may disclose to any other Party any information it reasonably believes it has received as security agent under this Agreementthe Loan Documents. (fi) Without prejudice to the generality of paragraph Section 16.6 (eNo Fiduciary Duties) above, the Agent may disclose the identity of a Defaulting Lender to the other Finance Parties and the Company and shall disclose the same upon the written request of the Company or the Majority Lenders. (g) Notwithstanding notwithstanding any other provision of any Finance Loan Document to the contrary, none of the Agent or the Arranger Security Trustee is not obliged to do or omit to do anything if it would or might might, in its reasonable opinion opinion, constitute a breach of any law or regulation or a breach of a fiduciary duty or duty of confidentiality. (hj) The Agent Notwithstanding any provision of any Loan Document to the contrary, the Security Trustee is not obliged to disclose to expend or risk its own funds or otherwise incur any Finance Party any details financial liability in the performance of the rate notified to the Agent by any Lender its duties, obligations or Base Reference Bank responsibilities or the identity exercise of any right, power, authority or discretion if it has grounds for believing the repayment of such Lender funds or Base Reference Bank for the purpose of Clause 14.2(a)(ii) (Market Disruption)adequate indemnity against, or security for, such risk or liability is not reasonably assured to it.

Rights and discretions. (a) The BPIAE Agent may rely on: (i) any representation, notice or document (including, without limitation, any notice given by a Lender pursuant to paragraph (b) or paragraph (c) of Clause 28.2 (Disenfranchisement on Debt Purchase Transactions entered into by Investor Affiliates)) believed by it to be genuine, correct and appropriately authorised; and (ii) any statement made by a director, authorised signatory or employee of any person regarding any matters which may reasonably be assumed to be within his knowledge or within his power to verify. (b) The BPIAE Agent may assume (unless it has received notice to the contrary in its capacity as agent for the Lenders) that: (i) no Default has occurred (unless it has actual knowledge of a Default arising under Clause 26.1 24.1 (Non-payment)); (ii) any right, power, authority or discretion vested in any Party or the Majority Lenders has not been exercised;; and (iii) any notice or request made by the Company Borrower (other than a Utilisation Request) is made on behalf of and with the consent and knowledge of all the Obligors; and (iv) no Notifiable Debt Purchase Transaction: (A) has been entered into; (B) has been terminated; or (C) has ceased to be with an Investor Affiliate. (c) The BPIAE Agent may engage, pay for and rely on the advice or services of any lawyers, accountants, surveyors or other experts. (d) The BPIAE Agent may act in relation to the Finance Documents through its personnel and agents.. 0080105-0000405 PA:20488617.7 148 (e) The BPIAE Agent may disclose to any other Party any information it reasonably believes it has received as agent under this Agreement. (f) Without prejudice to the generality of paragraph (e) above, the Agent may disclose the identity of a Defaulting Lender to the other Finance Parties and the Company and shall disclose the same upon the written request of the Company or the Majority Lenders. (g) Notwithstanding any other provision of any Finance Document to the contrary, none of the Agent or the Arranger no Administrative Party is obliged to do or omit to do anything if it would or might in its reasonable opinion constitute a breach of any law or regulation or a breach of a fiduciary duty or duty of confidentiality. (hg) The BPIAE Agent is not obliged to disclose to any Finance Party any details of the rate notified to the BPIAE Agent by any Lender or Base Reference Bank or the identity of any such Lender or Base Reference Bank for the purpose of paragraph (a)(ii) of Clause 14.2(a)(ii) 12.2 (Market Disruptiondisruption).

Rights and discretions. (a) The Facility Agent may rely onmay: (i) rely on any representation, communication, notice or document (including, without limitation, any notice given by a Lender pursuant to paragraph (b) or paragraph (c) of Clause 28.2 26.2 (Disenfranchisement on Debt Purchase Transactions entered into by Investor Sponsor Affiliates)) believed by it to be genuine, correct and appropriately authorised; andauthorised and shall have no duty to verify any signature on any document; (ii) reply on any statement purportedly made by a director, authorised signatory or employee of any person regarding any matters which may reasonably be assumed to be within his knowledge or within his power to verify; (iii) assume that: (A) any instructions received by it from the Majority Lenders, any Lenders or any group of Lenders are duly given in accordance with the terms of the Finance Documents; and (B) unless it has received notice of revocation, that those instructions have not been revoked; and (iv) rely on a certificate from any person: (A) as to any matter of fact or circumstance which might reasonably be expected to be within the knowledge of that person; or (B) to the effect that such person approves of any particular dealing, transaction, step, action or thing, as sufficient evidence that that is the case and, in the case of paragraph (A) above, may assume the truth and accuracy of that certificate. (b) The Facility Agent may assume (unless it has received notice to the contrary in its capacity as agent for the LendersFinance Parties) that: (i) no Default has occurred (unless it has actual knowledge of a Default arising under Clause 26.1 24.1 (Non-payment)); (ii) any right, power, authority or discretion vested in any Party or the Majority any group of Lenders has not been exercised; (iii) any notice or request made by the Company Borrower (other than a any Utilisation Request) is made on behalf of and with the consent and knowledge of all the Total Transaction Obligors; and (iv) no Notifiable Debt Purchase Transaction: (A) has been entered into; (B) has been terminated; or (C) has ceased to be with an Investor a Sponsor Affiliate. (c) The Facility Agent may engage, engage and pay for the advice or services of any lawyers, accountants, tax advisers, surveyors or other professional advisers or experts. (d) Without prejudice to the generality of paragraph (c) above or paragraph (e) below, the Facility Agent may at any time engage and pay for the services of any lawyers to act as independent counsel to the Facility Agent (and so separate from any lawyers instructed by the Lenders) if the Facility Agent in its reasonable opinion deems this to be desirable. (e) The Facility Agent may rely on the advice or services of any lawyers, accountants, tax advisers, surveyors or other expertsprofessional advisers or experts (whether obtained by the Facility Agent or by any other Party) and shall not be liable for any damages, costs or losses to any person, any diminution in value or any liability whatsoever arising as a result of its so relying. (df) The Facility Agent may act in relation to the Finance Documents through its personnel officers, employees and agentsagents and the Facility Agent shall not: (i) be liable for any error of judgment made by any such person; or (ii) be bound to supervise, or be in any way responsible for, any loss incurred by reason of misconduct, omission or default on the part of, any such person, unless such error or such loss was directly caused by the Facility Agent’s gross negligence or wilful misconduct. (eg) The Unless a Finance Document expressly provides otherwise the Facility Agent may disclose to any other Party any information it reasonably believes it has received as agent under this AgreementFacility Agent. (fh) Without prejudice to the generality of paragraph (eg) above, the Agent may disclose the identity of a Defaulting Lender to the other Finance Parties and the Company and shall disclose the same upon the written request of the Company or the Majority Lenders.Facility Agent: (gi) Notwithstanding any other provision of any Finance Document to the contrary, none of the Agent or the Arranger is obliged to do or omit to do anything if it would or might in its reasonable opinion constitute a breach of any law or regulation or a breach of a fiduciary duty or duty of confidentiality. (h) The Agent is not obliged to disclose to any Finance Party any details of the rate notified to the Agent by any Lender or Base Reference Bank or the identity of any such Lender or Base Reference Bank for the purpose of Clause 14.2(a)(ii) (Market Disruption).may disclose; and

Rights and discretions. (a) The Security Agent may rely onmay: (i) rely on any representation, communication, notice or document (including, without limitation, any notice given by a Lender pursuant to paragraph (b) or paragraph (c) of Clause 28.2 (Disenfranchisement on Debt Purchase Transactions entered into by Investor Affiliates)) believed by it to be genuine, correct and appropriately authorised; (ii) assume that: (A) any instructions received by it from the Majority Lenders, the Lenders or any group of Lenders are duly given in accordance with the terms of the Finance Documents; (B) unless it has received actual notice of revocation, that those instructions have not been revoked; and (iiC) if it receives any statement made by instructions to act in relation to the Transaction Security, that all applicable conditions under the Finance Documents for so acting have been satisfied; and (iii) rely on a director, authorised signatory certificate from any person: (A) as to any matter of fact or employee of any person regarding any matters circumstance which may might reasonably be assumed expected to be within his the knowledge of that person; or (B) to the effect that such person approves of any particular dealing, transaction, step, action or within his power to verifything, as sufficient evidence that that is the case and, in the case of paragraph (A) above, may assume the truth and accuracy of that certificate. (b) The Security Agent may assume (unless it has received notice to the contrary in its capacity as agent security trustee for the LendersSecured Parties) that: (i) no Default has occurred (unless it has actual knowledge of a Default arising under Clause 26.1 (Non-payment))occurred; (ii) any right, power, authority or discretion vested in any Party or the Majority any group of Lenders has not been exercised;; and (iii) any notice or request made by the Company (other than a Utilisation Request) is made on behalf of and with the consent and knowledge of all the Obligors; and (iv) no Notifiable Debt Purchase Transaction: (A) has been entered into; (B) has been terminated; or (C) has ceased to be with an Investor Affiliate. (c) The Security Agent may engage, engage and pay for the advice or services of any lawyers, accountants, tax advisers, surveyors or other professional advisers or experts. (d) Without prejudice to the generality of paragraph (c) above or paragraph (e) below, the Security Agent may at any time engage and pay for the services of any lawyers to act as independent counsel to the Security Agent (and so separate from any lawyers instructed by the Lenders and/or the Facility Agent) if the Security Agent in its reasonable opinion deems this to be desirable. (e) The Security Agent may rely on the advice or services of any lawyers, accountants, tax advisers, surveyors or other expertsprofessional advisers or experts (whether obtained by the Security Agent or by any other Secured Party) and shall not be responsible or liable for any losses to any person, any diminution in value or any liability arising as a result of its so relying. (df) The Agent Security Agent, any Receiver and any Delegate may act in relation to the Finance Documents and the Transaction Security through its personnel officers, employees and agentsagents and shall not: (i) be liable for any error of judgment made by any such person; or (ii) be bound to supervise, or be in any way responsible for any loss incurred by reason of misconduct, omission or default on the part of any such person, unless such error or such loss was directly caused by the Security Agent's, Receiver's or Delegate's gross negligence or wilful misconduct. (eg) The Unless this Agreement expressly specifies otherwise, the Security Agent may disclose to any other Party any information it reasonably believes it has received as agent security trustee under this Agreement. (f) Without prejudice to the generality of paragraph (e) above, the Agent may disclose the identity of a Defaulting Lender to the other Finance Parties and the Company and shall disclose the same upon the written request of the Company or the Majority Lenders. (gh) Notwithstanding any other provision of any Finance Document to the contrary, none of the Security Agent or the Arranger is not obliged to do or omit to do anything if it would would, or might in its reasonable opinion opinion, constitute a breach of any law or regulation or a breach of a fiduciary duty or duty of confidentiality. (hi) The Notwithstanding any provision of any Finance Document to the contrary, the Security Agent is not obliged to disclose to expend or risk its own funds or otherwise incur any Finance Party any details financial liability in the performance of the rate notified to the Agent by any Lender its duties, obligations or Base Reference Bank responsibilities or the identity exercise of any right, power, authority or discretion if it has grounds for believing the repayment of such Lender funds or Base Reference Bank for the purpose of Clause 14.2(a)(ii) (Market Disruption)adequate indemnity against, or security for, such risk or liability is not reasonably assured to it.

Rights and discretions. (a) The Agent may rely on: (i) any representation, communication, certificate, notice or document (including, without limitation, any notice given by a Lender pursuant to paragraph (b) or paragraph (c) of Clause 28.2 (Disenfranchisement on Debt Purchase Transactions entered into by Investor Affiliates)) believed by it to be genuine, correct and appropriately authorised; and (ii) any statement or certificate made by a director, authorised signatory or employee of any person regarding any matters which may reasonably be assumed to be within his knowledge or within his power to verify, without liability for acting or refraining from acting in reliance of such representation, communication, certificate, notice or document or statement as the case may be. (b) The Agent may assume (unless it has received notice to the contrary in its capacity as agent for the Lenders) that: (i) no Default has occurred (unless any instructions received by it has actual knowledge from the Majority Lenders, any Lenders or any group of a Default arising under Clause 26.1 (Non-payment));Lenders are duly given in accordance with the terms of the Transaction Documents; and (ii) any rightunless it has received notice of revocation, power, authority or discretion vested in any Party or the Majority Lenders has that those instructions have not been exercised; (iii) any notice or request made by the Company (other than a Utilisation Request) is made on behalf of and with the consent and knowledge of all the Obligorsrevoked; and (iv) no Notifiable Debt Purchase Transaction: (A) has been entered into; (B) has been terminated; or (C) has ceased to be with an Investor Affiliate. (c) The Agent may engagerely on a certificate from any person: (i) as to any matter of fact or circumstance which might reasonably be expected to be within the knowledge of that person; or (ii) to the effect that such person approves of any particular dealing, transaction, step, action or thing, as sufficient evidence that that is the case and, in the case of sub-paragraph (i) above, may assume the truth and accuracy of that certificate. (d) The Agent may engage and pay for the advice or services of any lawyers, accountants, tax advisors, surveyors or other professional advisors or experts and will not be liable for acting or refraining from acting on such advice. (e) Without prejudice to the generality of paragraph (d) above or (f) below, the Agent may at any time engage and pay for the services of any lawyers to act as independent counsel to the Agent (and so separate from any lawyers instructed by the Lenders) if the Agent in its reasonable opinion deems this to be desirable. (f) The Agent may rely on the advice or services of any lawyers, accountants, tax advisers, surveyors or other expertsprofessional advisers or experts (whether obtained by the Agent or by any other Party) and shall not be liable for any damages, costs or losses to any person, any diminution in value or any liability whatsoever arising as a result of its so relying. (dg) The Agent may act in relation to the Finance Transaction Documents through its personnel officers, employees and agentsagents and the Agent shall not: (i) be liable for any error of judgment made by any such person; or (ii) be bound to supervise, or be in any way responsible for any loss incurred by reason of misconduct, omission or default on the part, of any such person, unless such error or such loss was directly caused by the Agent’s gross negligence or wilful default. (eh) The Unless a Transaction Document expressly provides otherwise, the Agent may disclose to any other Party any information it reasonably believes it has received as agent under this Agreementthe Transaction Documents. (f) Without prejudice to the generality of paragraph (e) above, the Agent may disclose the identity of a Defaulting Lender to the other Finance Parties and the Company and shall disclose the same upon the written request of the Company or the Majority Lenders. (gi) Notwithstanding any other provision of any Finance Transaction Document to the contrary, none of neither the Agent or nor the Arranger Arrangers is obliged to do or omit to do anything if it would or might in its reasonable opinion constitute a breach of any law or regulation or a breach of a fiduciary duty or duty of confidentiality. (hj) The Agent is not obliged to disclose to any Finance Party any details of (i) the rate notified to the Agent by any Lender or Base the identity of any such Lender for the purpose of Clause 11.2 (Market Disruption) of the Facility Agreement, or (ii) the rate notified to the Agent by any Reference Bank or the identity of any such Lender or Base Reference Bank for the purpose of Clause 14.2(a)(ii) (Market Disruption)the calculation of LIBOR.

Rights and discretions. (a) The Security Agent may rely onmay: (i) rely on any representation, communication, notice or document (including, without limitation, any notice given by a Lender pursuant to paragraph (b) or paragraph (c) of Clause 28.2 (Disenfranchisement on Debt Purchase Transactions entered into by Investor Affiliates)) believed by it to be genuine, correct and appropriately authorised; (ii) assume that: (A) any instructions received by it from the Agent, Majority Lenders, the Lenders or any group of Lenders are duly given in accordance with the terms of the Finance Documents; (B) unless it has received notice of revocation, that those instructions have not been revoked; and (iiC) if it receives any statement made by instructions to act in relation to the Transaction Security, that all applicable conditions under the Finance Documents for so acting have been satisfied; and (iii) rely on a director, authorised signatory certificate from any person: (A) as to any matter of fact or employee of any person regarding any matters circumstance which may might reasonably be assumed expected to be within his the knowledge of that person; or (B) to the effect that such person approves of any particular dealing, transaction, step, action or within his power to verifything, as sufficient evidence that that is the case and, in the case of paragraph (A) above, may assume the truth and accuracy of that certificate. (b) The Security Agent shall be entitled to carry out all dealings with the Lenders through the Agent and may give to the Agent any notice or other communication required to be given by the Security Agent to the Lenders. (c) The Security Agent may assume (unless it has received notice to the contrary in its capacity as agent Security Agent for the LendersSecured Parties) that: (i) no Default has occurred (unless it has actual knowledge of a Default arising under Clause 26.1 (Non-payment))occurred; (ii) any right, power, authority or discretion vested in any Party or the Majority any group of Lenders has not been exercised;; and (iii) any notice or request made by the Company (other than a Utilisation Request) Borrower is made on behalf of and with the consent and knowledge of all the Obligors; and (iv) no Notifiable Debt Purchase Transaction: (A) has been entered into; (B) has been terminated; or (C) has ceased to be with an Investor Affiliate. (cd) The Security Agent may engage, engage and pay for the advice or services of any lawyers, accountants, tax advisers, surveyors or other professional advisers or experts. (e) Without prejudice to the generality of paragraph (d) above or paragraph (f) below, the Security Agent may at any time engage and pay for the services of any lawyers to act as independent counsel to the Security Agent (and so separate from any lawyers instructed by the Lenders and/or the Agent) if the Security Agent in its reasonable opinion deems this to be necessary. (f) The Security Agent may rely on the advice or services of any lawyers, accountants, tax advisers, surveyors or other expertsprofessional advisers or experts (whether obtained by the Security Agent or by any other Party) and shall not be liable for any damages, costs or losses to any person, any diminution in value or any liability whatsoever arising as a result of its so relying. (dg) The Agent Security Agent, any Receiver and any Delegate may act in relation to the Finance Documents and the Transaction Security through its personnel officers, employees and agentsagents and shall not: (i) be liable for any error of judgment made by any such person; or (ii) be bound to supervise, or be in any way responsible for any loss incurred by reason of misconduct, omission or default on the part of any such person, unless such error or such loss was directly caused by the Security Agent’s, Receiver’s or Delegate’s gross negligence or wilful misconduct. (eh) The Unless a Finance Document expressly specifies otherwise, the Security Agent may disclose to any other Party any information it reasonably believes it has received as agent security trustee under this Agreement. (f) Without prejudice to the generality of paragraph (e) above, the Agent may disclose the identity of a Defaulting Lender to the other Finance Parties and the Company and shall disclose the same upon the written request of the Company or the Majority Lenders. (gi) Notwithstanding any other provision of any Finance Document to the contrary, none of the Security Agent or the Arranger is not obliged to do or omit to do anything if it would would, or might in its reasonable opinion opinion, constitute a breach of any law or regulation or a breach of a fiduciary duty or duty of confidentiality. (hj) The Notwithstanding any provision of any Finance Document to the contrary, the Security Agent is not obliged to disclose to expend or risk its own funds or otherwise incur any Finance Party any details financial liability in the performance of the rate notified to the Agent by any Lender its duties, obligations or Base Reference Bank responsibilities or the identity exercise of any right, power, authority or discretion if it has grounds for believing the repayment of such Lender funds or Base Reference Bank for the purpose of Clause 14.2(a)(ii) (Market Disruption)adequate indemnity against, or security for, such risk or liability is not reasonably assured to it.

Rights and discretions. (a) The Security Agent may rely onmay: (i) rely on any representation, communication, notice or document (including, without limitation, any notice given by a Lender pursuant to paragraph (b) or paragraph (c) of Clause 28.2 (Disenfranchisement on Debt Purchase Transactions entered into by Investor Affiliates)) believed by it to be genuine, correct and appropriately authorised; (ii) assume that: (A) any instructions received by it from the Majority Lenders, any Finance Parties or any group of Finance Parties are duly given in accordance with the terms of the Finance Documents; (B) unless it has received notice of revocation, that those instructions have not been revoked; and (iiC) if it receives any statement made by instructions to act in relation to the Transaction Security, that all applicable conditions under the Finance Documents for so acting have been satisfied; and (iii) rely on a director, authorised signatory certificate from any person: (A) as to any matter of fact or employee of any person regarding any matters circumstance which may might reasonably be assumed expected to be within his the knowledge of that person; or (B) to the effect that such person approves of any particular dealing, transaction, step, action or within his power to verifything, as sufficient evidence that that is the case and, in the case of paragraph (A) above, may assume the truth and accuracy of that certificate. (b) The Security Agent shall be entitled to carry out all dealings with the other Finance Parties through the Facility Agent and may give to the Facility Agent any notice or other communication required to be given by the Security Agent to any Finance Party. (c) The Security Agent may assume (unless it has received notice to the contrary in its capacity as security agent for the LendersSecured Parties) that: (i) no Default has occurred (unless it has actual knowledge of a Default arising under Clause 26.1 (Non-payment))occurred; (ii) any right, power, authority or discretion vested in any Party or the Majority Lenders any group of Finance Parties has not been exercised;; and (iii) any notice or request made by the Company Borrower (other than a the Utilisation Request) is made on behalf of and with the consent and knowledge of all the Transaction Obligors; and (iv) no Notifiable Debt Purchase Transaction: (A) has been entered into; (B) has been terminated; or (C) has ceased to be with an Investor Affiliate. (d) The Security Agent may engage (at the Borrower’s cost) for the advice or services of any lawyers, accountants, tax advisers, surveyors or other professional advisers or experts. (e) Without prejudice to the generality of paragraph (c) The above or paragraph (f) below, the Security Agent may engage, pay at any time engage (at the Borrower’s cost) for the services of any lawyers to act as independent counsel to the Security Agent (and so separate from any lawyers instructed by the Facility Agent or the Lenders) if the Security Agent in its reasonable opinion deems this to be desirable. (f) The Security Agent may rely on the advice or services of any lawyers, accountants, tax advisers, surveyors or other expertsprofessional advisers or experts (whether obtained by the Security Agent or by any other Party) and shall not be liable for any damages, costs or losses to any person, any diminution in value or any liability whatsoever arising as a result of its so relying. (dg) The Security Agent may act in relation to the Finance Documents and the Security Property through its personnel officers, employees and agentsagents and shall not: (i) be liable for any error of judgment made by any such person; or (ii) be bound to supervise, or be in any way responsible for any loss incurred by reason of misconduct, omission or default on the part of any such person, unless such error or such loss was directly caused by the Security Agent’s gross negligence or wilful misconduct. (eh) The Unless a Finance Document expressly provides otherwise the Security Agent may disclose to any other Party any information it reasonably believes it has received as security agent under this Agreementthe Finance Documents. (fi) Without prejudice to the generality of paragraph Clause 29.6 (eNo fiduciary duties) above, the Agent may disclose the identity of a Defaulting Lender to the other Finance Parties and the Company and shall disclose the same upon the written request of the Company or the Majority Lenders. (g) Notwithstanding notwithstanding any other provision of any Finance Document to the contrary, none of the Security Agent or the Arranger is not obliged to do or omit to do anything if it would or might might, in its reasonable opinion opinion, constitute a breach of any law or regulation or a breach of a fiduciary duty or duty of confidentiality. (hj) The Notwithstanding any provision of any Finance Document to the contrary, the Security Agent is not obliged to disclose to expend or risk its own funds or otherwise incur any Finance Party any details financial liability in the performance of the rate notified to the Agent by any Lender its duties, obligations or Base Reference Bank responsibilities or the identity exercise of any right, power, authority or discretion if it has grounds for believing the repayment of such Lender funds or Base Reference Bank for the purpose of Clause 14.2(a)(ii) (Market Disruption)adequate indemnity against, or security for, such risk or liability is not reasonably assured to it.

Rights and discretions. (a) The Facility Agent and each L/C Bank may rely on: (i) any representation, notice or document (including, without limitation, any notice given by a Lender pursuant to paragraph (b) or paragraph (c) of Clause 28.2 (Disenfranchisement on Debt Purchase Transactions entered into by Investor Affiliates)) believed by it to be genuine, correct and appropriately authorised; and (ii) any statement made by a director, authorised signatory or employee of any person regarding any matters which may reasonably be assumed to be within his knowledge or within his power to verify. (b) The Facility Agent may assume (unless it has received notice to the contrary in its capacity as agent for the Lenders) that: (i) no Default has occurred (unless it has actual knowledge of a Default arising under Clause 26.1 (Non-payment))occurred; (ii) any right, power, authority or discretion vested in any Party or the Majority Lenders has not been exercised;; and (iii) any notice or request made by the Company (other than a Utilisation RequestRequest or Selection Notice) is made on behalf of and with the consent and knowledge of all the Obligors; and (iv) no Notifiable Debt Purchase Transaction: (A) has been entered into; (B) has been terminated; or (C) has ceased to be with an Investor Affiliate. (c) The Facility Agent and each L/C Bank may engage, pay for and rely on the advice or services of any lawyers, accountants, surveyors or other experts. (d) The Facility Agent and each L/C Bank may act in relation to the Finance Documents through its personnel and agents. (e) The Facility Agent may execute on behalf of any L/C Bank, any Documentary Credit issued under this Agreement. (f) The Facility Agent and each L/C Bank may disclose to any other Party any information it reasonably believes it has received as agent under this Agreement. (fg) Without prejudice to the generality of paragraph (e) above, the Facility Agent may disclose the identity of a Defaulting Lender to the other Finance Parties and the Company and shall disclose the same upon the written request of the Company or the Majority Lenders. (gh) Notwithstanding any other provision of any Finance Document to the contrary, none of the Facility Agent or the Arranger is not obliged to do or omit to do anything if it would or might in its reasonable opinion constitute a breach of any law or regulation or a breach of a fiduciary duty or duty of confidentiality. (h) The Agent is not obliged to disclose to any Finance Party any details of the rate notified to the Agent by any Lender or Base Reference Bank or the identity of any such Lender or Base Reference Bank for the purpose of Clause 14.2(a)(ii) (Market Disruption).

Rights and discretions. (a) The Agent may rely on: (i) any representation, notice or document (including, without limitation, any notice given by a Lender pursuant to paragraph (b) or paragraph (c) of Clause 28.2 (Disenfranchisement on Debt Purchase Transactions entered into by Investor Affiliates)) believed by it to be genuine, correct and appropriately authorised; and (ii) any statement made by a director, authorised signatory or employee of any person regarding any matters which may reasonably be assumed to be within his knowledge or within his power to verify. (b) The Agent may assume (unless it has received notice to the contrary in its capacity as agent for the Lenders) that: (i) any instructions received by it from the Majority Lenders, any Lenders or any group of Lenders are duly given in accordance with the terms of the Finance Documents; (ii) unless it has received notice of revocation, that the instructions received by it from the Majority Lenders, any Lenders or any group of Lenders have not been revoked; (iii) no Default has occurred (unless it has actual knowledge of a Default arising under Clause 26.1 25.1 (Non-paymentNon‑payment)); (iiiv) any right, power, authority or discretion vested in any Party or the Majority Lenders has not been exercised;; and (iiiv) any notice or request made by the Company a Borrower (other than a Utilisation Request) is made on behalf of and with the consent and knowledge of all the Obligors; and (iv) no Notifiable Debt Purchase Transaction: (A) has been entered into; (B) has been terminated; or (C) has ceased to be with an Investor Affiliate. (c) The Agent may engage, pay for and rely on the advice or services of any lawyers, accountants, surveyors or other experts. (d) Without prejudice to the generality of paragraph (c) above, the Agent may at any time engage and pay for the services of any lawyers to act as independent counsel to the Agent (and so separate from any lawyers instructed by the Lenders) if the Agent in its reasonable opinion deems this to be desirable. (e) The Agent may act in relation to the Finance Documents through its personnel officers, employees and agentsagents and the Agent shall not: (i) be liable for any error of judgment made by any such person; or (ii) be bound to supervise, or be in any way responsible for, any loss incurred by reason of misconduct, omission or default on the part, of any such person, unless such error or such loss was directly caused by the Agent's gross negligence or wilful misconduct. (ef) The Agent may disclose to any other Party any information it reasonably believes it has received as agent under this Agreement. (f) Without prejudice to the generality of paragraph (e) above, the Agent may disclose the identity of a Defaulting Lender to the other Finance Parties and the Company and shall disclose the same upon the written request of the Company or the Majority Lenders. (g) Notwithstanding any other provision of any Finance Document to the contrary, none of the Agent or the Arranger is obliged to do or omit to do anything if it would or might in its reasonable opinion constitute a breach of any law or regulation or a breach of a fiduciary duty or duty of confidentiality. (h) The Notwithstanding any provision of any Finance Document to the contrary, the Agent is not obliged to expend or risk its own funds or otherwise incur any financial liability in the performance of its duties, obligations or responsibilities or the exercise of any right, power, authority or discretion if it has grounds for believing the repayment of such funds or adequate indemnity against, or security for, such risk or liability is not reasonably assured to it. (i) The Agent may not disclose to any Finance Party any details of the rate notified to the Agent by any Lender or Base Reference Bank or the identity of any such Lender or Base Reference Bank for the purpose of paragraph (a)(ii) of Clause 14.2(a)(ii) 13.2 (Market Disruption).

Rights and discretions. (a) The Administrative Agent may rely on: (i) any representation, notice or document (including, without limitation, any notice given by a Lender pursuant to paragraph (b) or paragraph (c) of Clause 28.2 (Disenfranchisement on Debt Purchase Transactions entered into by Investor Affiliates)) believed by it to be genuine, correct and appropriately authorised; and (ii) any statement made by a director, authorised signatory or employee of any person regarding any matters which may reasonably be assumed to be within his knowledge or within his power to verify. (b) The Administrative Agent may assume (unless it has received notice to the contrary in its capacity as agent for the Lenders) that: (i) no Event of Default has occurred (unless it has actual knowledge of a an Event of Default arising under Clause 26.1 section 7.01(b) (Non-payment)Events of Default) of the Credit Agreement); (ii) any right, power, authority or discretion vested in any Party or the Majority Required Lenders has not been exercised;; and (iii) any notice or request made by the Company Borrower (other than a Utilisation Borrowing Request) is made on behalf of and with the consent and knowledge of all the Obligors; and (iv) no Notifiable Debt Purchase Transaction: (A) has been entered into; (B) has been terminated; or (C) has ceased to be with an Investor AffiliateGrantors. (c) The Administrative Agent may engage, pay for and rely on the advice or services of any lawyers, accountants, surveyors or other experts. (d) The Administrative Agent may act in relation to the Finance Loan Documents through its personnel and agents. (e) The Administrative Agent may disclose to any other Finance Party any information it reasonably believes it has received as agent under this Deed or the Credit Agreement. (f) Without prejudice to the generality of paragraph (e) above, the Administrative Agent may disclose the identity of a Defaulting Lender to the other Finance Parties and the Company Borrower and shall disclose the same upon the written request of the Company Borrower or the Majority Required Lenders. (g) Notwithstanding any other provision of any Finance Loan Document to the contrary, none of the Administrative Agent or the Arranger is Arrangers are obliged to do or omit to do anything if it would or might in its reasonable opinion constitute a breach of any law or regulation or a breach of a fiduciary duty or duty of confidentiality. (h) The Agent is not obliged to disclose to any Finance Party any details of the rate notified to the Agent by any Lender or Base Reference Bank or the identity of any such Lender or Base Reference Bank for the purpose of Clause 14.2(a)(ii) (Market Disruption).

Rights and discretions. (a) The Security Agent may rely onmay: (i) rely on any representation, communication, notice or document (including, without limitation, any notice given by a Lender pursuant to paragraph (b) or paragraph (c) of Clause 28.2 (Disenfranchisement on Debt Purchase Transactions entered into by Investor Affiliates)) believed by it to be genuine, correct and appropriately authorised; (ii) assume that: (A) any instructions received by it from an Instructing Group, any Creditors or any group of Creditors are duly given in accordance with the terms of the Debt Documents; (B) unless it has received notice of revocation, that those instructions have not been revoked; and (iiC) if it receives any statement made by instructions to act in relation to the Transaction Security, that all applicable conditions under the Debt Documents for so acting have been satisfied; and (iii) rely on a director, authorised signatory certificate from any person: (A) as to any matter of fact or employee of any person regarding any matters circumstance which may might reasonably be assumed expected to be within his the knowledge of that person; or (B) to the effect that such person approves of any particular dealing, transaction, step, action or within his power to verifything, as sufficient evidence that that is the case and, in the case of paragraph (A) above, may assume the truth and accuracy of that certificate. (b) The Security Agent may assume (unless it has received notice to the contrary in its capacity as agent Security Agent for the LendersSecured Parties) that: (i) no Default has occurred (unless it has actual knowledge of a Default arising under Clause 26.1 (Non-payment))occurred; (ii) any right, power, authority or discretion vested in any Party or the Majority Lenders any group of Creditors has not been exercised;; and (iii) any notice or request made by the Company (other than a Utilisation Request) Parent is made on behalf of and with the consent and knowledge of all the Obligors; and (iv) no Notifiable Debt Purchase Transaction: (A) has been entered into; (B) has been terminated; or (C) has ceased to be with an Investor AffiliateDebtors. (c) The Security Agent may engage, pay for and rely on the advice or services of any lawyers, accountants, tax advisers, surveyors or other professional advisers or experts. (d) Without prejudice to the generality of paragraph (c) above or paragraph (e) below, the Security Agent may at any time engage and pay for the services of any lawyers to act as independent counsel to the Security Agent (and so separate from any lawyers instructed by any Primary Creditor) if the Security Agent in its reasonable opinion deems this to be desirable. (e) The Security Agent may rely on the advice or services of any lawyers, accountants, tax advisers, surveyors or other professional advisers or experts (whether obtained by the Security Agent or by any other Party) and shall not be liable for any damages, costs or losses to any person, any diminution in value or any liability whatsoever arising as a result of its so relying. (f) The Security Agent, any Receiver and any Delegate may act in relation to the Finance Debt Documents and the Security Property through its personnel officers, employees and agentsagents and shall not: (i) be liable for any error of judgment made by any such person; or (ii) be bound to supervise, or be in any way responsible for any loss incurred by reason of misconduct, omission or default on the part of any such person, unless such error or such loss was directly caused by the Security Agent’s, Receiver’s or Delegate’s gross negligence or wilful misconduct. (eg) The Unless this Agreement expressly specifies otherwise, the Security Agent may disclose to any other Party any information it reasonably believes it has received as agent Security Agent under this Agreement. (f) Without prejudice to the generality of paragraph (e) above, the Agent may disclose the identity of a Defaulting Lender to the other Finance Parties and the Company and shall disclose the same upon the written request of the Company or the Majority Lenders. (gh) Notwithstanding any other provision of any Finance Debt Document to the contrary, none of the Security Agent or the Arranger is not obliged to do or omit to do anything if it would would, or might in its reasonable opinion opinion, constitute a breach of any law or regulation or a breach of a fiduciary duty or duty of confidentiality. (hi) The Notwithstanding any provision of any Debt Document to the contrary, the Security Agent is not obliged to disclose to expend or risk its own funds or otherwise incur any Finance Party any details financial liability in the performance of the rate notified to the Agent by any Lender its duties, obligations or Base Reference Bank responsibilities or the identity exercise of any right, power, authority or discretion if it has grounds for believing the repayment of such Lender funds or Base Reference Bank for the purpose of Clause 14.2(a)(ii) (Market Disruption)adequate indemnity against, or security for, such risk or liability is not reasonably assured to it.

Rights and discretions. (a) The Agent may rely onmay: (i) rely on any representation, communication, notice or document (including, without limitation, any notice given by a Lender pursuant to paragraph (b) or paragraph (c) of Clause 28.2 30.2 (Disenfranchisement on Debt Purchase Transactions entered into by Investor Affiliates)) believed by it to be genuine, correct and appropriately authorised; and (ii) rely on any statement made by a director, authorised signatory or employee of any person regarding any matters which may reasonably be assumed to be within his knowledge or within his power to verify; (iii) assume that: (A) any instructions received by it from the Majority Lenders, any Lenders or any group of Lenders are duly given in accordance with the terms of the Finance Documents; and (B) unless it has received notice of revocation, that those instructions have not been revoked; and (iv) rely on certificate from any person: (A) as to any matter of fact or circumstance which might reasonably be expected to be within the knowledge of that person; or (B) to the effect that such person approves of any particular dealing, transaction, step, action or thing, as sufficient evidence that this is the case and, in the case of paragraph (A) above, may assume the truth and accuracy of that certificate. (b) The Agent may assume (unless it has received notice to the contrary in its capacity as agent for the Lenders) that: (i) no Default has occurred (unless it has actual knowledge of a Default arising under Clause 26.1 28.1 (Non-payment));; ​ (ii) any right, power, authority or discretion vested in any Party or the Majority any group of Lenders has not been exercised; (iii) any notice or request made by the Company (other than a Utilisation Request) is made on behalf of and with the consent and knowledge of all the Obligors; and (iv) no Notifiable Debt Purchase Transaction: (A) has been entered into; (B) has been terminated; or (C) has ceased to be with an Investor Affiliate. (c) The Agent may engage, pay for and rely on the advice or services of any lawyers, accountants, tax advisers, surveyors or other professional advisers or experts. (d) The Agent may act in relation to Unless a Finance Document expressly provides otherwise, the Finance Documents through its personnel and agents. (e) The Agent may disclose to any other Party any information it reasonably believes it has received as agent under this Agreement. (fe) Without prejudice to the generality of paragraph (ed) above, the Agent may disclose the identity of a Defaulting Lender to the other Finance Parties and the Company and shall disclose the same upon the written request of the Company or the Majority Lenders. (gf) Notwithstanding any other provision of any Finance Document to the contrary, none of the Agent or the Arranger is not obliged to do or omit to do anything if it would or might in its reasonable opinion constitute a breach of any law or regulation or a breach of a fiduciary duty or duty of confidentiality. (g) Without prejudice to the generality of paragraph (c) above or paragraph (h) below, the Agent may at any time engage and pay for the services of any lawyers to act as independent counsel to the Agent (and so separate from any lawyers instructed by the Lenders) if the Agent in its reasonable opinion deems this to be desirable. (h) The Agent may rely on the advice or services of any lawyers, accountants, tax advisers, surveyors or other professional advisers or experts (whether obtained by the Agent or by any other Party) and shall not be liable for any damages, costs or losses to any person, any diminution in value or any liability whatsoever arising as a result of its so relying. (i) Notwithstanding any provision of any Finance Document to the contrary, the Agent (acting in such role) is not obliged to disclose to expend or risk its own funds or otherwise incur any Finance Party any details financial liability in the performance of the rate notified to the Agent by any Lender its duties, obligations or Base Reference Bank responsibilities or the identity exercise of any right, power, authority or discretion if it has grounds for believing the repayment of such Lender funds or Base Reference Bank for the purpose of Clause 14.2(a)(ii) (Market Disruption)adequate indemnity against, or security for, such risk or liability is not reasonably assured to it.

Rights and discretions. (a) The Security Agent may rely onmay: (i) rely on any representation, communication, notice or document (including, without limitation, any notice given by a Lender pursuant to paragraph (b) or paragraph (c) of Clause 28.2 (Disenfranchisement on Debt Purchase Transactions entered into by Investor Affiliates)) believed by it to be genuine, correct and appropriately authorised; (ii) assume that: (A) any instructions received by it from the Majority Senior Creditors, the Majority Senior Facility B Creditors, the Majority Senior Creditors (Excluding Facility B), any Creditor or any group of Creditors are duly given in accordance with the terms of the Debt Documents; (B) unless it has received notice of revocation of such instructions, that such instructions have not been revoked; and (iiC) if it receives any statement made by instructions to act in relation to any Transaction Security or Transaction Security Document, that all applicable conditions under the Debt Documents for so acting have been satisfied; and (iii) rely on a director, authorised signatory certificate from any person: (A) as to any matter of fact or employee of any person regarding any matters circumstance which may might reasonably be assumed expected to be within his the knowledge of that person; or (B) to the effect that such person approves of any particular dealing, transaction, step, action or within his power to verifything, as sufficient evidence that that is the case and, in the case of paragraph (A) above, may assume the truth and accuracy of that certificate. (b) The Security Agent may assume (unless it has received notice to the contrary in its capacity as agent security trustee for the LendersSecured Parties) that: (i) no Default has occurred (unless it has actual knowledge of a Default arising under Clause 26.1 (Non-payment))occurred; (ii) any right, power, authority or discretion vested in any Party or the Majority Lenders any group of Creditors has not been exercised;; and (iii) any notice or request made by the Company (other than a Utilisation Request) Borrower is made on behalf of and with the consent and knowledge of all the Obligors; and (iv) no Notifiable Debt Purchase Transaction: (A) has been entered into; (B) has been terminated; or (C) has ceased to be with an Investor AffiliateDebtors. (c) The Security Agent may engage, engage and pay for the advice or services of any lawyers, accountants, tax advisers, surveyors or other professional advisers or experts. (d) Without prejudice to the generality of paragraph (c) above or paragraph (e) below, the Security Agent may at any time engage and pay for the services of any lawyers to act as independent counsel to the Security Agent (and so separate from any lawyers instructed by any Senior Creditor(s)) if the Security Agent in its reasonable opinion deems this to be desirable. (e) The Security Agent may rely on the advice or services of any lawyers, accountants, tax advisers, surveyors or other expertsprofessional advisers or experts (whether obtained by the Security Agent or by any other Party) and shall not be liable for any damages, costs or losses to any person, any diminution in value or any liability whatsoever arising as a result of its so relying. (df) The Agent Security Agent, any Receiver and any Delegate may act in relation to the Finance Debt Documents and the Security Property through its personnel officers, employees and agentsagents and shall not: (i) be liable for any error of judgment made by any such person; or (ii) be bound to supervise, or be in any way responsible for any loss incurred by reason of misconduct, omission or default on the part of any such person, unless such error or such loss was directly caused by the Security Agent’s, such Receiver’s or, as the case may be, such Delegate’s own gross negligence or wilful misconduct. (eg) The Unless this Agreement expressly specifies otherwise, the Security Agent may disclose to any other Party any information it reasonably believes it has received in its capacity as agent Security Agent under this Agreementthe Debt Documents. (f) Without prejudice to the generality of paragraph (e) above, the Agent may disclose the identity of a Defaulting Lender to the other Finance Parties and the Company and shall disclose the same upon the written request of the Company or the Majority Lenders. (gh) Notwithstanding any other provision of any Finance Debt Document to the contrary, none of the Security Agent or the Arranger is not obliged to do or omit to do anything if it would would, or might in its reasonable opinion opinion, constitute a breach of any law or regulation or a breach of a fiduciary duty or duty of confidentiality. (hi) The Notwithstanding any provision of any Debt Document to the contrary, the Security Agent is not obliged to disclose to expend or risk its own funds or otherwise incur any Finance Party any details financial liability in the performance of the rate notified to the Agent by any Lender its duties, obligations or Base Reference Bank responsibilities or the identity exercise of any right, power, authority or discretion if it has grounds for believing the repayment or reimbursement of such Lender funds or Base Reference Bank for the purpose of Clause 14.2(a)(ii) (Market Disruption)adequate indemnity against, or security for, such risk or liability is not reasonably assured to it.

Rights and discretions. (a) The Agent may rely onHoldco Agents and the Opco Agents may: (i) rely on any representation, communication, notice or document (including, without limitation, any notice given by a Lender pursuant to paragraph an Original Financier or Opco Financier (b) or paragraph (c) of Clause 28.2 (Disenfranchisement on Debt Purchase Transactions entered into by Investor Affiliates)) as applicable believed by it to be genuine, correct and appropriately authorised; (ii) assume that: (A) any instructions received by it from the Majority RID Financiers or Majority Opco Financiers (as applicable), any Original Financier or Opco Financier (as applicable) or any group of them are duly given in accordance with the terms of this Deed; and (iiB) unless it has received notice of revocation, that those instructions have not been revoked; and (iii) rely on a certificate from any statement made by a director, authorised signatory person: (iv) as to any matter of fact or employee of any person regarding any matters circumstance which may might reasonably be assumed expected to be within his the knowledge of that person; or (v) to the effect that such person approves of any particular dealing, transaction, step, action or within his power to verifything, as sufficient evidence that that is the case and, in the case of paragraph (A) above, may assume the truth and accuracy of that certificate. (b) The Agent Holdco Agents and the Opco Agents may assume (unless it has received notice act in relation to this Deed through its officers, employees and agents and the contrary in its capacity as agent for Holdco Agents and the Lenders) thatOpco Agents shall not: (i) no Default has occurred (unless it has actual knowledge be liable for any error of a Default arising under Clause 26.1 (Non-payment));judgment made by any such person; or (ii) any rightbe bound to supervise, power, authority or discretion vested be in any Party way responsible for, any loss incurred by reason of misconduct, omission or default on the Majority Lenders has not been exercised; (iii) part of any notice such person, unless such error or request made such loss was directly caused by the Company (other than a Utilisation Request) is made on behalf of and with the consent and knowledge of all the Obligors; and (iv) no Notifiable Debt Purchase Transaction: (A) has been entered into; (B) has been terminated; or (C) has ceased to be with an Investor AffiliateHoldco Agents’ or Opco Agents’ gross negligence or wilful misconduct. (c) The Agent may engage, pay for and rely on the advice or services of any lawyers, accountants, surveyors or other experts. (d) The Agent may act in relation to the Finance Documents through its personnel and agents. (e) The Agent may disclose to any other Party any information it reasonably believes it has received as agent under this Agreement. (f) Without prejudice to the generality of paragraph (e) above, the Agent may disclose the identity of a Defaulting Lender to the other Finance Parties and the Company and shall disclose the same upon the written request of the Company or the Majority Lenders. (g) Notwithstanding any other provision of any Finance Document this Deed to the contrary, none of the Agent or Holdco Agents and the Arranger is Opco Agents are obliged to do or omit to do anything if it would would, or might in its reasonable opinion opinion, constitute a breach of any law or regulation or a breach of a fiduciary duty or duty of confidentiality. (hd) The Agent is Notwithstanding any provision of this Deed, the Holdco Agents and the Opco Agents are not obliged to disclose to expend or risk their own funds or otherwise incur any Finance Party any details financial liability in the performance of the rate notified to the Agent by any Lender their duties, obligations or Base Reference Bank responsibilities or the identity exercise of any right, power, authority or discretion if it has grounds for believing the repayment of such Lender funds or Base Reference Bank for the purpose of Clause 14.2(a)(ii) (Market Disruption)adequate indemnity against, or security for, such risk or liability is not reasonably assured to it.

Rights and discretions. (a) The Agent may rely onand the Issuing Bank may: (i) rely on any representation, communication, notice or document (including, without limitation, any notice given by a Lender pursuant to paragraph (b) or paragraph (c) of Clause 28.2 (Disenfranchisement on Debt Purchase Transactions entered into by Investor Affiliates)) believed by it to be genuine, correct and appropriately authorised; (ii) assume that any instructions received by it from the Majority Lenders, any Lenders or any group of Lenders are duly given in accordance with the terms of the Finance Documents; and (iiiii) rely on a certificate from any statement made by a director, authorised signatory person: (A) as to any matter of fact or employee of any person regarding any matters circumstance which may might reasonably be assumed expected to be within his the knowledge of that person; or (B) to the effect that such person approves of any particular dealing, transaction, step, action or within his power to verifything, as sufficient evidence that that is the case and, in the case of paragraph (ii) above, may assume the truth and accuracy of that certificate. (b) The Agent may assume (unless it has received notice to the contrary in its capacity as agent for f or the Lenders) that: (i) no Default has occurred (unless it has actual knowledge of a Default arising under Clause 26.1 24.1 (Non-payment)); (ii) any right, power, authority or discretion vested in any Party or the Majority any group of Lenders has not been exercised;; and (iii) any notice or request made by HoldCo2 or the Company (other than a Utilisation Request) is made on behalf of and with the consent and knowledge of all the Obligors; and (iv) no Notifiable Debt Purchase Transaction: (A) has been entered into; (B) has been terminated; or (C) has ceased to be with an Investor AffiliateObligors and the Parent. (c) The Agent may engage, engage and pay for the advice or services of any lawyers, accountants, tax advisers, surveyors or other professional advisers or experts. (d) Without prejudice to the generality of paragraph (c) above or paragraph (e) below, the Agent may at any time engage and pay for the services of any lawyers to act as independent counsel to the Agent (and so separate from any lawyers instructed by the Lenders) if the Agent in its reasonable opinion deems this to be desirable. (e) The Agent may rely on the advice or services of any lawyers, accountants, tax advisers, surveyors or other expertsprofessional advisers or experts (whether obtained by the Agent or by any other Party) and shall not be liable for any damages, costs or losses to any person, any diminution in value or any liability whatsoever arising as a result of its so relying. (df) The Agent may act in relation to the Finance Documents through its personnel officers, employees and agentsagents and the Agent shall not: (i) be liable for any error of judgment made by any such person; or (ii) be bound to supervise, or be in any way responsible for, any loss incurred by reason of misconduct, omission or default on the part, of any such person, unless such error or such loss was directly caused by the Agent’s gross negligence or wilful misconduct. (eg) The Unless a Finance Document expressly provides otherwise the Agent may disclose to any other Party any information it reasonably believes it has received as agent under this Agreement. (f) Without prejudice to the generality of paragraph (e) above, the Agent may disclose the identity of a Defaulting Lender to the other Finance Parties and the Company and shall disclose the same upon the written request of the Company or the Majority Lenders. (gh) Notwithstanding any other provision of any Finance Document to the contrary, none of the Agent or the Arranger no Administrative Party is obliged to do or omit to do anything if it would would, or might in its reasonable opinion opinion, constitute a breach of any law or regulation or a breach of a fiduciary duty or duty of confidentiality. (hi) The Agent is not obliged to disclose to any Finance Party any details of the rate notified to the Agent by any Lender or Base Reference Bank or the identity of any such Lender or Base Reference Bank for the purpose of paragraph (a)(ii) of Clause 14.2(a)(ii) 12.2 (Market Disruptiondisruption). (j) Notwithstanding any provision of any Finance Document to the contrary, the Agent is not obliged to expend or risk its own funds or otherwise incur any financial liability in the performance of its duties, obligations or responsibilities or the exercise of any right, power, authority or discretion if it has grounds for believing the repayment of such funds or adequate indemnity against, or security for, such risk or liability is not reasonably assured to it.

Rights and discretions. (a) The Each of the Agent may rely onand the Security Agent may: (i) rely on any representation, communication, notice or document (including, without limitation, any notice given by a Lender pursuant to paragraph (b) or paragraph (c) of Clause 28.2 (Disenfranchisement on Debt Purchase Transactions entered into by Investor Affiliates)) believed by it to be genuine, correct and appropriately authorised; (ii) assume that: (A) any instructions received by it from the Majority Lenders, any Finance Parties or any group of Finance Parties are duly given in accordance with the terms of the Finance Documents; and (iiB) unless it has received notice of revocation, that those instructions have not been revoked; and (iii) rely on a certificate from any statement made by a director, authorised signatory person: (A) as to any matter of fact or employee of any person regarding any matters circumstance which may might reasonably be assumed expected to be within his the knowledge of that person; or (B) to the effect that such person approves of any particular dealing, transaction, step, action or within his power to verifything, as sufficient evidence that that is the case and, in the case of clause 26.8(a)(iii), may assume the truth and accuracy of that certificate. (b) The Each of the Agent and the Security Agent may assume (unless it has received notice to the contrary in its capacity as agent or security trustee for the LendersFinance Parties or Secured Parties) that: (i) no Default has occurred (unless unless, in the case of the Agent, it has actual knowledge of a Default arising under Clause 26.1 clause 23.1 (Non-payment)); (ii) any right, power, authority or discretion vested in any Party or the Majority Lenders any group of Finance Parties has not been exercised;; and (iii) any notice or request made by the Company Borrower (other than a Utilisation Request) is made on behalf of and with the consent and knowledge of all the Transaction Obligors; and (iv) no Notifiable Debt Purchase Transaction: (A) has been entered into; (B) has been terminated; or (C) has ceased to be with an Investor Affiliate. (c) The Each of the Agent and the Security Agent may engage, engage and pay for the advice or services of any lawyers, accountants, tax advisers, surveyors or other professional advisers or experts. (d) Without prejudice to the generality of clause 26.8(c) or clause 26.8(e), each of the Agent and the Security Agent may at any time engage and pay for the services of any lawyers to act as independent counsel to the Agent or Security Agent (as applicable), (and so separate from any lawyers instructed by the Lenders) if the Agent or Security Agent (as applicable), in its reasonable opinion deems this to be desirable. (e) Each of the Agent and the Security Agent may rely on the advice or services of any lawyers, accountants, tax advisers, surveyors or other expertsprofessional advisers or experts (whether obtained by the Agent or by the Security Agent or by any other Party) and shall not be liable for any damages, costs or losses to any person, any diminution in value or any liability whatsoever arising as a result of its so relying. (df) The Each of the Agent and the Security Agent may act in relation to the Finance Documents and the Security Property through its personnel officers, employees and agentsagents and shall not: (i) be liable for any error of judgment made by any such person; or (ii) be bound to supervise, or be in any way responsible for any loss incurred by reason of misconduct, omission or default on the part, of any such person, unless such error or such loss was directly caused by the Agent's or the Security Agent's (as applicable) gross negligence or wilful misconduct. (eg) The Unless a Finance Document expressly provides otherwise each of the Agent and the Security Agent may disclose to any other Party any information it reasonably believes it has received as agent or security trustee under this Agreementthe Finance Documents. (f) Without prejudice to the generality of paragraph (e) above, the Agent may disclose the identity of a Defaulting Lender to the other Finance Parties and the Company and shall disclose the same upon the written request of the Company or the Majority Lenders. (gh) Notwithstanding any other provision of any Finance Document to the contrary, none of the Agent, the Security Agent or the Arranger is obliged to do or omit to do anything if it would would, or might in its reasonable opinion opinion, constitute a breach of any law or regulation or a breach of a fiduciary duty or duty of confidentiality. (hi) The Agent is not obliged to disclose to any Finance Party any details of the rate notified to the Agent by any Lender or Base Reference Bank or the identity of any such Lender or Base Reference Bank for the purpose of Clause 14.2(a)(iiclause 10.2(a)(ii) (Market Disruptiondisruption). (j) Notwithstanding any provision of any Finance Document to the contrary, neither the Agent nor the Security Agent is obliged to expend or risk its own funds or otherwise incur any financial liability in the performance of its duties, obligations or responsibilities or the exercise of any right, power, authority or discretion if it has grounds for believing the repayment of such funds or adequate indemnity against, or security for, such risk or liability is not reasonably assured to it.

Rights and discretions. (a) The Security Agent may rely onmay: (i) rely on any representation, communication, notice or document (including, without limitation, any notice given by a Lender pursuant to paragraph (b) or paragraph (c) of Clause 28.2 (Disenfranchisement on Debt Purchase Transactions entered into by Investor Affiliates)) believed by it to be genuine, correct and appropriately authorisedauthorised and shall have no duty or obligation to verify or confirm that the person who, as applicable, gave such representation or sent such communication, notice or document is in fact authorised to do so; (ii) assume that: (A) any instructions received by it from the Agent, the Majority Lenders, the Lenders or any group of Lenders are duly given in accordance with the terms of the Finance Documents; (B) unless it has received notice of revocation, that those instructions have not been revoked and no revocation of any such instructions by the Majority Lenders (or, if appropriate, the Lenders) shall affect any action taken by Security Agent in reliance upon such instruction or direction prior to actual receipt of the notice of revocation; and (iiC) if it receives any statement made by instructions to act in relation to the Transaction Security, that all applicable conditions under the Finance Documents for so acting have been satisfied; and (iii) rely on a director, authorised signatory certificate from any person: (A) as to any matter of fact or employee of any person regarding any matters circumstance which may might reasonably be assumed expected to be within his the knowledge of that person; or (B) to the effect that such person approves of any particular dealing, transaction, step, action or within his power thing, as sufficient evidence that that is the case and, in the case of paragraph (A) above, may assume the truth and accuracy of that certificate without liability for acting or refraining from acting in reliance on any such representation, instruction, communication, notice, statement or document or certificate referred to verifyin paragraph (i) and (iii) above as the case may be. (b) The Security Agent shall be entitled to carry out all dealings with the Lenders through the Agent and may give to the Agent any notice or other communication required to be given by the Security Agent to the Lenders. (c) The Security Agent may assume (unless it has received notice to the contrary in its capacity as agent Security Agent for the LendersSecured Parties) that: (i) no Default has occurred (unless it has actual knowledge of a Default arising under Clause 26.1 (Non-payment));occurred; and (ii) any right, power, authority or discretion vested in any Party or the Majority any group of Lenders has not been exercised; (iii) any notice or request made by the Company (other than a Utilisation Request) is made on behalf of and with the consent and knowledge of all the Obligors; and (iv) no Notifiable Debt Purchase Transaction: (A) has been entered into; (B) has been terminated; or (C) has ceased to be with an Investor Affiliate. (cd) The Security Agent, at the Company’s expense, may engage and pay for the advice or services of any lawyers, accountants, tax advisers, surveyors or other professional advisers or experts. (e) Without prejudice to the generality of paragraph (d) above or paragraph (f) below, the Security Agent may engage, at any time engage and pay for the services of any lawyers to act as independent counsel to the Security Agent (and so separate from any lawyers instructed by the Lenders and/or the Agent) if the Security Agent in its reasonable opinion deems this to be desirable. (f) The Security Agent may rely on the advice or services of any lawyers, accountants, tax advisers, surveyors or other expertsprofessional advisers or experts (whether obtained by the Security Agent or by any other Party) and shall not be liable for any damages, costs or losses to any person, any diminution in value or any liability whatsoever arising as a result of its so relying. (dg) The Agent Security Agent, any Receiver and any Delegate may act in relation to the Finance Documents and the Transaction Security through its personnel officers, employees and agentsagents and shall not: (i) be liable for any error of judgment made by any such person; or (ii) be bound to supervise, or be in any way responsible for any loss incurred by reason of misconduct, omission or default on the part of any such person, unless such error or such loss was directly caused by the Security Agent’s, Receiver’s or Delegate’s gross negligence or wilful misconduct. (eh) The Unless this agreement expressly specifies otherwise, the Security Agent may disclose to any other Party any information it reasonably believes it has received as agent security trustee under this Agreement. (f) Without prejudice to the generality of paragraph (e) above, the Agent may disclose the identity of a Defaulting Lender to the other Finance Parties and the Company and shall disclose the same upon the written request of the Company or the Majority Lenders. (gi) Notwithstanding any other provision of any Finance Document to the contrary, none of the Security Agent or the Arranger is not obliged to do or omit to do anything if it would would, or might in its reasonable opinion opinion, constitute a breach of any law or regulation or a breach of a fiduciary duty or duty of confidentiality. (hj) The Notwithstanding any provision of any Finance Document to the contrary, the Security Agent is not obliged to disclose to expend or risk its own funds or otherwise incur any Finance Party any details financial liability in the performance of the rate notified to the Agent by any Lender its duties, obligations or Base Reference Bank responsibilities or the identity exercise of any right, power, authority or discretion if it has grounds for believing the repayment of such Lender funds or Base Reference Bank for the purpose of Clause 14.2(a)(ii) (Market Disruption)adequate indemnity against, or security for, such risk or liability is not assured to it.

Rights and discretions. (a) The Administrative Agent and the Letter of Credit Issuers may rely on: (i) rely on any representation, communication, notice or document (including, without limitation, any notice given by a Lender pursuant to paragraph (b) or paragraph (c) of Clause 28.2 (Disenfranchisement on Debt Purchase Transactions entered into by Investor Affiliates)) believed by it to be genuine, correct and appropriately authorised; and authorized, (ii) assume that (A) any statement made instructions received by it from the Required Lenders, the European Required Lenders, the French Required Lenders, any Lenders or any group of Lenders are duly given in accordance with the terms of the Credit Documents, and (B) unless it has received notice of revocation, that those instructions have not been revoked, and (iii) rely on a director, authorised signatory or employee of certificate from any person regarding (A) as to any matters matter of fact or circumstance which may might reasonably be assumed expected to be within his the knowledge of that person, or within his power (B) to verifythe effect that such person approves of any particular dealing, transaction, step, action or thing, as sufficient evidence that that is the case and, in the case of paragraph (A) above, may assume the truth and accuracy of that certificate. (b) The Administrative Agent may assume (unless it has received notice to the contrary in its capacity as agent for the Lenders) that: that (i) no Default has occurred (unless it has actual knowledge of a Default arising under Clause 26.1 (Non-payment)); Section 10.1 or 10.2, (ii) any right, power, authority or discretion vested in any Party party or the Majority any group of Lenders has not been exercised; , and (iii) any notice or request made by the Company a Credit Party (other than a Utilisation Borrowing Request) is made on behalf of and with the consent and knowledge of all the Obligors; and (iv) no Notifiable Debt Purchase Transaction: (A) has been entered into; (B) has been terminated; or (C) has ceased to be with an Investor AffiliateCredit Parties. (c) The Administrative Agent may engage, engage and pay for the advice or services of any lawyers, accountants, tax advisers, surveyors or other professional advisers or experts. (d) Without prejudice to the generality of paragraph (c) above or paragraph (e) below, the Administrative Agent may at any time engage and pay for the services of any lawyers to act as independent counsel to the Administrative Agent (and so separate from any lawyers instructed by the Lenders) if the Administrative Agent in its reasonable opinion deems this to be desirable. (e) The Administrative Agent may rely on the advice or services of any lawyers, accountants, tax advisers, surveyors or other expertsprofessional advisers or experts (whether obtained by the Administrative Agent or by any other party) and shall not be liable for any damages, costs or losses to any person, any diminution in value or any liability whatsoever arising as a result of its so relying. (df) The Administrative Agent may act in relation to the Finance Credit Documents through its personnel officers, employees and agentsagents and the Administrative Agent shall not (i) be liable for any error of judgment made by any such person; or (ii) be bound to supervise, or be in any way responsible for, any loss incurred by reason of misconduct, omission or default on the part, of any such person, unless such error or such loss was directly caused by the Administrative Agent’s gross negligence or willful misconduct (as finally determined by a court of competent jurisdiction). (eg) The Unless a Credit Document expressly provides otherwise the Administrative Agent may disclose to any other Party party any information it reasonably believes it has received as agent under this Agreement. (fh) Without prejudice to the generality of paragraph (eg) above, the Administrative Agent (i) may disclose disclose, and (ii) on the written request of the Borrowers or the Required Lenders shall, as soon as reasonably practicable, disclose, the identity of a Defaulting Lender to the Administrative Borrower and to the other Finance Parties and the Company and shall disclose the same upon the written request of the Company or the Majority LendersCredit Parties. (gi) Notwithstanding any other provision of any Finance Credit Document to the contrary, none neither the Administrative Agent nor any Letter of the Agent or the Arranger Credit Issuer is obliged to do or omit to do anything if it would would, or might in its reasonable opinion opinion, constitute a breach of any law or regulation or a breach of a fiduciary duty or duty of confidentiality. (hj) The Administrative Agent is not obliged to disclose to any Finance Credit Party any details of the rate notified to the Administrative Agent by any Lender or Base Reference Bank or the identity of any such Lender Lender. (k) Notwithstanding any provision of any Credit Document to the contrary, the Administrative Agent is not obliged to expend or Base Reference Bank risk its own funds or otherwise incur any financial liability in the performance of its duties, obligations or responsibilities or the exercise of any right, power, authority or discretion if it has grounds for believing the purpose repayment of Clause 14.2(a)(ii) (Market Disruption)such funds or adequate indemnity against, or security for, such risk or liability is not reasonably assured to it.

Rights and discretions. (a) The Agent may rely onmay: (i) rely on any representation, communication, notice or document (including, without limitation, any notice given by a Lender pursuant to paragraph (b) or paragraph (c) of Clause 28.2 (Disenfranchisement on Debt Purchase Transactions entered into by Investor Affiliates)) believed by it to be genuine, correct and appropriately authorised; andAPJ/076001.00588/98366820.7Page 86 (ii) assume that: (A) any statement made instructions received by it from the Majority Lenders, any Lenders or any group of Lenders are duly given in accordance with the terms of the Finance Documents; and (B) unless it has received notice of revocation, that those instructions have not been revoked; and (iii) rely on a director, authorised signatory certificate from any person: (A) as to any matter of fact or employee of any person regarding any matters circumstance which may might reasonably be assumed expected to be within his the knowledge of that person; or (B) to the effect that such person approves of any particular dealing, transaction, step, action or within his power to verifything, as sufficient evidence that that is the case and, in the case of paragraph (A) above, may assume the truth and accuracy of that certificate. (b) The Agent may assume (unless it has received notice to the contrary in its capacity as agent for the Lenders) that: (i) no Default has occurred (unless it has actual knowledge of a Default arising under Clause 26.1 23.1 (Non-payment)); (ii) any right, power, authority or discretion vested in any Party or the Majority any group of Lenders has not been exercised;; and (iii) any notice or request made by the Company Borrower (other than a Utilisation Request) is made on behalf of and with the consent and knowledge of all the Obligors; and (iv) no Notifiable Debt Purchase Transaction: (A) has been entered into; (B) has been terminated; or (C) has ceased to be with an Investor Affiliate., (c) The Agent may engage, engage and pay for the advice or services of any lawyers, accountants, tax advisers, surveyors or other professional advisers or experts. (d) Without prejudice to the generality of paragraph (c) above or paragraph (e) below, the Agent may at any time engage and pay for the services of any lawyers to act as independent counsel to the Agent (and so separate from any lawyers instructed by the Lenders) if the Agent in its reasonable opinion deems this to be necessary. (e) The Agent may rely on the advice or services of any lawyers, accountants, tax advisers, surveyors or other expertsprofessional advisers or experts (whether obtained by the Agent or by any other Party) and shall not be liable for any damages, costs or losses to any person, any diminution in value or any liability whatsoever arising as a result of its so relying. (df) The Agent may act in relation to the Finance Documents through its personnel officers, employees and agents. (eg) The Unless a Finance Document expressly provides otherwise the Agent may disclose to any other Party any information it reasonably believes it has received as agent under this Agreement. (fh) Without prejudice to the generality of paragraph (eg) above, the Agent Agent: APJ/076001.00588/98366820.7Page 87 (i) may disclose disclose; and (ii) on the written request of the Borrower or the Majority Lenders shall, as soon as reasonably practicable, disclose, the identity of a Defaulting Lender to the Borrower and to the other Finance Parties and the Company and shall disclose the same upon the written request of the Company or the Majority LendersParties. (gi) Notwithstanding any other provision of any Finance Document to the contrary, none of neither the Agent or the Arranger is obliged to do or omit to do anything if it would would, or might in its reasonable opinion opinion, constitute a breach of any law or regulation or a breach of a fiduciary duty or duty of confidentiality. (hj) The Notwithstanding any provision of any Finance Document to the contrary, the Agent is not obliged to disclose to expend or risk its own funds or otherwise incur any Finance Party any details financial liability in the performance of the rate notified to the Agent by any Lender its duties, obligations or Base Reference Bank responsibilities or the identity exercise of any right, power, authority or discretion if it has grounds for believing the repayment of such Lender funds or Base Reference Bank for the purpose of Clause 14.2(a)(ii) (Market Disruption)adequate indemnity against, or security for, such risk or liability is not reasonably assured to it.

Rights and discretions. (a) The Facility Agent may rely onmay: (i) rely on any representation, communication, notice or document (including, without limitation, any notice given by a Lender pursuant to paragraph (b) or paragraph (c) of Clause 28.2 (Disenfranchisement on Debt Purchase Transactions entered into by Investor Affiliates)) believed by it to be genuine, correct and appropriately authorised; (ii) assume that: (A) any instructions received by it from the Lenders, any Lenders or any group of Finance Parties are duly given in accordance with the terms of the Finance Documents; and (iiB) unless it has received notice of revocation, that those instructions have not been revoked; and (iii) rely on a certificate from any statement made by a director, authorised signatory person: (A) as to any matter of fact or employee of any person regarding any matters circumstance which may might reasonably be assumed expected to be within his the knowledge of that person; or (B) to the effect that such person approves of any particular dealing, transaction, step, action or within his power to verifything, as sufficient evidence that that is the case and, in the case of clause 26.7(a)(ii)(A), may assume the truth and accuracy of that certificate. (b) The Facility Agent may assume (unless it has received notice to the contrary in its capacity as agent Facility Agent for the LendersLenders and/or the Arranger) that: (i) no Default has occurred (unless it has actual knowledge of a Default arising under Clause 26.1 clause 22.1 (Non-payment));; and (ii) any right, power, authority or discretion vested in any Party or the Majority any group of Lenders has not been exercised; (iii) any notice or request made by the Company (other than a Utilisation Request) is made on behalf of and with the consent and knowledge of all the Obligors; and (iviii) no Notifiable Debt Purchase Transaction: (A) has been entered into; (B) has been terminated; or (C) has ceased to be with an Investor Affiliatea Group Company. (c) The Facility Agent may engage, engage and pay for the advice or services of any lawyers, accountants, tax advisers, surveyors or other professional advisers or experts. (d) Without prejudice to the generality of clause 26.7(c) or clause 26.7(e), the Facility Agent may at any time engage and pay for the services of any lawyers to act as independent counsel to the Facility Agent (and so separate from any lawyers instructed by the Lenders) if the Facility Agent in its reasonable opinion deems this to be necessary. (e) The Facility Agent may rely on the advice or services of any lawyers, accountants, tax advisers, surveyors or other expertsprofessional advisers or experts (whether obtained by the Facility Agent or by any other Party) and shall not be liable for any damages, costs or losses to any person, any diminution in value or any liability whatsoever arising as a result of its so relying. (df) The Facility Agent may act in relation to the Finance Documents through its personnel officers, employees and agentsFacility Agents. (eg) The Unless a Finance Document expressly provides otherwise the Facility Agent may disclose to any other Party any information it reasonably believes it has received as agent Facility Agent under this Agreement. (f) Without prejudice to the generality of paragraph (e) above, the Agent may disclose the identity of a Defaulting Lender to the other Finance Parties and the Company and shall disclose the same upon the written request of the Company or the Majority Lenders. (gh) Notwithstanding any other provision of any Finance Document to the contrary, none of neither the Facility Agent or nor the Arranger is obliged to do or omit to do anything if it would would, or might in its reasonable opinion opinion, constitute a breach of any law or regulation or a breach of a fiduciary duty or duty of confidentiality. (hi) The Notwithstanding any provision of any Finance Document to the contrary, the Facility Agent is not obliged to disclose to expend or risk its own funds or otherwise incur any Finance Party any details financial liability in the performance of the rate notified to the Agent by any Lender its duties, obligations or Base Reference Bank responsibilities or the identity exercise of any right, power, authority or discretion if it has grounds for believing the repayment of such Lender funds or Base Reference Bank for the purpose of Clause 14.2(a)(ii) (Market Disruption)adequate indemnity against, or security for, such risk or liability is not reasonably assured to it.

Rights and discretions. (a) The Agent may rely onmay: (i) rely on any representation, communication, notice or document (including, without limitation, any notice given by a Lender pursuant to paragraph (b) or paragraph (c) of Clause 28.2 (Disenfranchisement on Debt Purchase Transactions entered into by Investor Affiliates)) believed by it to be genuine, correct and appropriately authorised; and​ ​ (ii) assume that: (A) any statement made instructions received by it from the Majority Lenders, any Lender or any group of Lenders are duly given in accordance with the terms of the Finance Documents; and (B) unless it has received notice of revocation, that those instructions have not been revoked; and (iii) rely on a director, authorised signatory certificate from any person: (A) as to any matter of fact or employee of any person regarding any matters circumstance which may might reasonably be assumed expected to be within his the knowledge of that person; or (B) to the effect that such person approves of any particular dealing, transaction, step, action or within his power to verifything, as sufficient evidence that that is the case and, in the case of paragraph (A) above, may assume the truth and accuracy of that certificate. (b) The Agent may assume (unless it has received notice to the contrary in its capacity as agent for the Lenders) that: (i) no Default has occurred (unless it has actual knowledge of a Default arising under Clause 26.1 25.1 (Non-payment)); (ii) any right, power, authority or discretion vested in any Party or the Majority any group of Lenders has not been exercised;; and (iii) any notice or request made by the Company Borrowers (other than a Utilisation RequestRequest or Selection Notice) is made on behalf of and with the consent and knowledge of all the Obligors; and (iv) no Notifiable Debt Purchase Transaction: (A) has been entered into; (B) has been terminated; or (C) has ceased to be with an Investor Affiliate. (c) The Agent may engage, engage and pay for the advice or services of any lawyers, accountants, tax advisers, surveyors or other professional advisers or experts. (d) Without prejudice to the generality of paragraph (c) above or paragraph (e) below, the Agent may at any time engage and pay for the services of any lawyers to act as independent counsel to the Agent (and so separate from any lawyers instructed by the Lenders) if the Agent in its reasonable opinion deems this to be necessary. (e) The Agent may rely on the advice or services of any lawyers, accountants, tax advisers, surveyors or other expertsprofessional advisers or experts (whether obtained by the Agent or by any other Party) and shall not be liable for any damages, costs or losses to any person, any diminution in value or any liability whatsoever arising as a result of its so relying. (df) The Agent may act in relation to the Finance Documents through its personnel officers, employees and agents. (eg) The Unless a Finance Document expressly provides otherwise the Agent may disclose to any other Party any information it reasonably believes it has received as agent under this Agreement. (fh) Without prejudice to the generality of paragraph (eg) above, the Agent Agent: ​ (i) may disclose disclose; and (ii) on the written request of the Borrowers or the Majority Lenders shall, as soon as reasonably practicable, disclose, the identity of a Defaulting Lender to the Borrowers and to the other Finance Parties and the Company and shall disclose the same upon the written request of the Company or the Majority LendersParties. (gi) Notwithstanding any other provision of any Finance Document to the contrary, none of neither the Agent or the nor any Mandated Lead Arranger is obliged to do or omit to do anything if it would or might in its reasonable opinion constitute a breach of any law or regulation or a breach of a fiduciary duty or duty of confidentiality. (hj) The Notwithstanding any provision of any Finance Document to the contrary, the Agent is not obliged to disclose to expend or risk its own funds or otherwise incur any Finance Party any details financial liability in the performance of the rate notified to the Agent by any Lender its duties, obligations or Base Reference Bank responsibilities or the identity exercise of any right, power, authority or discretion if it has grounds for believing the repayment of such Lender funds or Base Reference Bank for the purpose of Clause 14.2(a)(ii) (Market Disruption)adequate indemnity against, or security for, such risk or liability is not reasonably assured to it.

Rights and discretions. (a) The Each of the Agent may rely onand the Security Agent may: (i) rely on any representation, communication, notice or document (including, without limitation, any notice given by a Lender pursuant to paragraph (b) or paragraph (c) of Clause 28.2 (Disenfranchisement on Debt Purchase Transactions entered into by Investor Affiliates)) believed by it to be genuine, correct and appropriately authorised; (ii) assume that: (A) any instructions received by it from the Majority Lenders, any Finance Party or any group of Finance Parties are duly given in accordance with the terms of the Finance Documents; and (iiB) unless it has received notice of revocation, that those instructions have not been revoked; and (iii) rely on a certificate from any statement made by a director, authorised signatory person: (A) as to any matter of fact or employee of any person regarding any matters circumstance which may might reasonably be assumed expected to be within his the knowledge of that person; or (B) to the effect that such person approves of any particular dealing, transaction, step, action or within his power to verifything, as sufficient evidence that that is the case and, in the case of paragraph (A) above, may assume the truth and accuracy of that certificate. (b) The Each of the Agent and the Security Agent may assume (unless it has received notice to the contrary in its capacity as agent or, as the case may be, security trustee for the LendersFinance Parties or, as the case may be, Secured Parties) that: (i) no Default has occurred (unless unless, in the case of the Agent, it has actual knowledge of a Default arising under Clause 26.1 22.1 (Non-payment)); (ii) any right, power, authority or discretion vested in any Party or the Majority any group of Lenders or Finance Parties has not been exercised;; and (iii) any notice or request made by the Company Borrower (other than a Utilisation Request) is made on behalf of and with the consent and knowledge of all the Transaction Obligors; and (iv) no Notifiable Debt Purchase Transaction: (A) has been entered into; (B) has been terminated; or (C) has ceased to be with an Investor Affiliate. (c) The Each of the Agent and the Security Agent may engage, engage and pay for the advice or services of any lawyers, accountants, tax advisers, surveyors or other professional advisers or experts. (d) Without prejudice to the generality of paragraph (c) above or paragraph (e) below, each of the Agent and the Security Agent may at any time engage and pay for the services of any lawyers to act as independent counsel to the Agent or Security Agent (as applicable), (and so separate from any lawyers instructed by the Lenders) if the Agent or Security Agent (as applicable), in its reasonable opinion deems this to be necessary. (e) Each of the Agent and the Security Agent may rely on the advice or services of any lawyers, accountants, tax advisers, surveyors or other expertsprofessional advisers or experts (whether obtained by the Agent, by the Security Agent or by any other Party) and shall not be liable for any damages, costs or losses to any person, any diminution in value or any liability whatsoever arising as a result of its so relying. (df) The Each of the Agent and the Security Agent may act in relation to the Finance Documents and the Security Property through its personnel officers, employees and agentsagents and shall not: (i) be liable for any error of judgment made by any such person; or (ii) be bound to supervise, or be in any way responsible for any loss incurred by reason of misconduct, omission or default on the part, of any such person, unless such error or such loss was directly caused by the Agent's or the Security Agent's (as applicable) gross negligence or wilful misconduct. (eg) The Unless a Finance Document expressly provides otherwise each of the Agent and the Security Agent may disclose to any other Party any information it reasonably believes it has received as agent or, as the case may be, security trustee under this Agreementthe Finance Documents. (f) Without prejudice to the generality of paragraph (e) above, the Agent may disclose the identity of a Defaulting Lender to the other Finance Parties and the Company and shall disclose the same upon the written request of the Company or the Majority Lenders. (gh) Notwithstanding any other provision of any Finance Document to the contrary, none of the Agent or the Arranger no Administrative Party is obliged to do or omit to do anything if it would would, or might in its reasonable opinion opinion, constitute a breach of any law or regulation or a breach of a fiduciary duty or duty of confidentiality. (hi) The Notwithstanding any provision of any Finance Document to the contrary, neither the Agent nor the Security Agent is not obliged to disclose to expend or risk its own funds or otherwise incur any Finance Party any details financial liability in the performance of the rate notified to the Agent by any Lender its duties, obligations or Base Reference Bank responsibilities or the identity exercise of any right, power, authority or discretion if it has grounds for believing the repayment of such Lender funds or Base Reference Bank for the purpose of Clause 14.2(a)(ii) (Market Disruption)adequate indemnity against, or security for, such risk or liability is not reasonably assured to it.

Rights and discretions. (a) The Bridge Facility Agent and each Arranger may rely on: (i) any representation, notice or document (including, without limitation, any notice given by a Lender pursuant to paragraph (b) or paragraph (c) of Clause 28.2 (Disenfranchisement on Debt Purchase Transactions entered into by Investor Affiliates)) believed by it to be genuine, correct and appropriately authorised; and (ii) any statement made by a director, authorised signatory or employee of any person regarding any matters which may reasonably be assumed to be within his knowledge or within his power to verify. (b) The Bridge Facility Agent may assume (unless it has received notice to the contrary in its capacity as agent for the Lenders) that: (i) no Default has occurred (unless it has actual knowledge of a Default arising under Clause 26.1 21.1 (Non-payment)); (ii) any right, power, authority or discretion vested in any Party or any group of the Majority Lenders has not been exercised;; and (iii) any notice or request made by the Company Borrower (other than a including any Utilisation Request) is made on behalf of and with the consent and knowledge of all the Obligors; and (iv) no Notifiable Debt Purchase Transaction: (A) has been entered into; (B) has been terminated; or (C) has ceased to be with an Investor Affiliate. (c) The Bridge Facility Agent and each Lender may engage, pay for and rely on the advice or services of any lawyers, accountants, surveyors or other experts. (d) The Bridge Facility Agent and each Lender may act in relation to the Bridge Finance Documents through its personnel and agents and shall not be liable for the negligence or misconduct of such agents. (e) The Bridge Facility Agent may disclose to any other Party any information it reasonably believes it has received as agent under this Agreement. (f) Without prejudice to the generality of paragraph (e) above, the Agent may disclose the identity of a Defaulting Lender to the other Finance Parties and the Company and shall disclose the same upon the written request of the Company or the Majority Lenders. (g) Notwithstanding any other provision of any Bridge Finance Document to the contrary, none of the Bridge Facility Agent or the Arranger Arrangers is obliged to do or omit to do anything if it would or might in its reasonable opinion constitute a breach of any law or regulation or a breach of a fiduciary duty or duty of confidentiality. (h) The Agent is not obliged to disclose to any Finance Party any details of the rate notified to the Agent by any Lender or Base Reference Bank or the identity of any such Lender or Base Reference Bank for the purpose of Clause 14.2(a)(ii) (Market Disruption).

Rights and discretions. (a) The Agent may rely on: (i) any representation, communication, certificate, notice or document (including, without limitation, any notice given by a Lender pursuant to paragraph (b) or paragraph (c) of Clause 28.2 (Disenfranchisement on Debt Purchase Transactions entered into by Investor Affiliates)) believed by it to be genuine, correct and appropriately authorised; and (ii) any statement or certificate made by a director, authorised signatory or employee of any person regarding any matters which may reasonably be assumed to be within his knowledge or within his power to verify, without liability for acting or refraining from acting in reliance of such representation, communication, certificate, notice or document or statement as the case may be. (b) The Agent may assume (unless it has received notice to the contrary in its capacity as agent for the Lenders) that: (i) no Default has occurred (unless any instructions received by it has actual knowledge from the Majority Lenders, any Lenders or any group of a Default arising under Clause 26.1 (Non-payment));Lenders are duly given in accordance with the terms of the Transaction Documents; and (ii) any rightunless it has received notice of revocation, power, authority or discretion vested in any Party or the Majority Lenders has that those instructions have not been exercised; (iii) any notice or request made by the Company (other than a Utilisation Request) is made on behalf of and with the consent and knowledge of all the Obligorsrevoked; and (iv) no Notifiable Debt Purchase Transaction: (A) has been entered into; (B) has been terminated; or (C) has ceased to be with an Investor Affiliate. (c) The Agent may engagerely on a certificate from any person: (i) as to any matter of fact or circumstance which might reasonably be expected to be within the knowledge of that person; or (ii) to the effect that such person approves of any particular dealing, transaction, step, action or thing, as sufficient evidence that that is the case and, in the case of sub-paragraph (i) above, may assume the truth and accuracy of that certificate. (d) The Agent may engage and pay for the advice or services of any lawyers, accountants, tax advisors, surveyors or other professional advisors or experts and will not be liable for acting or refraining from acting on such advice. (e) Without prejudice to the generality of paragraph (d) above or (f) below, the Agent may at any time engage and pay for the services of any lawyers to act as independent counsel to the Agent (and so separate from any lawyers instructed by the Lenders) if the Agent in its reasonable opinion deems this to be desirable. (f) The Agent may rely on the advice or services of any lawyers, accountants, tax advisers, surveyors or other expertsprofessional advisers or experts (whether obtained by the Agent or by any other Party) and shall not be liable for any damages, costs or losses to any person, any diminution in value or any liability whatsoever arising as a result of its so relying. (dg) The Agent may act in relation to the Finance Transaction Documents through its personnel officers, employees and agentsagents and the Agent shall not: (i) be liable for any error of judgment made by any such person; or (ii) be bound to supervise, or be in any way responsible for any loss incurred by reason of misconduct, omission or default on the part, of any such person, unless such error or such loss was directly caused by the Agent’s gross negligence or wilful default. (eh) The Unless a Transaction Document expressly provides otherwise, the Agent may disclose to any other Party any information it reasonably believes it has received as agent under this Agreementthe Transaction Documents. (f) Without prejudice to the generality of paragraph (e) above, the Agent may disclose the identity of a Defaulting Lender to the other Finance Parties and the Company and shall disclose the same upon the written request of the Company or the Majority Lenders. (gi) Notwithstanding any other provision of any Finance Transaction Document to the contrary, none of neither the Agent or nor the Arranger Joint Lead Arrangers is obliged to do or omit to do anything if it would or might in its reasonable opinion constitute a breach of any law or regulation or a breach of a fiduciary duty or duty of confidentiality. (hj) The Agent is not obliged to disclose to any Finance Party any details of (i) the rate notified to the Agent by any Lender or Base the identity of any such Lender for the purpose of Clause 11.2 (Market Disruption) of the Facility Agreement, or (ii) the rate notified to the Agent by any Reference Bank or the identity of any such Lender or Base Reference Bank for the purpose of Clause 14.2(a)(ii) (Market Disruption)the calculation of LIBOR.

Rights and discretions. (a) The Facility Agent may rely onmay: (i) rely on any representation, communication, notice or document (including, without limitation, any notice given by a Lender pursuant to paragraph (b) or paragraph (c) of Clause 28.2 (Disenfranchisement on Debt Purchase Transactions entered into by Investor Affiliates)) believed by it to be genuine, correct and appropriately authorised; (ii) assume that: (A) any instructions received by it from the Majority Lenders, any Finance Parties or any group of Finance Parties are duly given in accordance with the terms of the Finance Documents; and (iiB) unless it has received notice of revocation, that those instructions have not been revoked; and (iii) rely on a certificate from any statement made by a director, authorised signatory person: (A) as to any matter of fact or employee of any person regarding any matters circumstance which may might reasonably be assumed expected to be within his the knowledge of that person; or (B) to the effect that such person approves of any particular dealing, transaction, step, action or within his power to verifything, as sufficient evidence that that is the case and, in the case of paragraph (A) above, may assume the truth and accuracy of that certificate. (b) The Facility Agent may assume (unless it has received notice to the contrary in its capacity as agent for the LendersFinance Parties) that: (i) no Default has occurred (unless it has actual knowledge of a Default arising under Clause 26.1 25.2 (Non-payment)); (ii) any right, power, authority or discretion vested in any Party or the Majority Lenders any group of Finance Parties has not been exercised;; and (iii) any notice or request made by the Company any Borrower (other than a the Utilisation Request) is made on behalf of and with the consent and knowledge of all the Transaction Obligors; and (iv) no Notifiable Debt Purchase Transaction: (A) has been entered into; (B) has been terminated; or (C) has ceased to be with an Investor Affiliate. (c) The Facility Agent may engage, engage and pay for the advice or services of any lawyers, accountants, tax advisers, surveyors or other professional advisers or experts. (d) Without prejudice to the generality of paragraph (c) above or paragraph (e) below, the Facility Agent may at any time engage and pay for the services of any lawyers to act as independent counsel to the Facility Agent (and so separate from any lawyers instructed by the Lenders) if the Facility Agent in its reasonable opinion deems this to be desirable. (e) The Facility Agent may rely on the advice or services of any lawyers, accountants, tax advisers, surveyors or other expertsprofessional advisers or experts (whether obtained by the Facility Agent or by any other Party) and shall not be liable for any damages, costs or losses to any person, any diminution in value or any liability whatsoever arising as a result of its so relying. (df) The Facility Agent may act in relation to the Finance Documents and the Security Property through its personnel officers, employees and agentsagents and shall not: (i) be liable for any error of judgment made by any such person; or (ii) be bound to supervise, or be in any way responsible for any loss incurred by reason of misconduct, omission or default on the part of any such person, unless such error or such loss was directly caused by the Facility Agent’s gross negligence or wilful misconduct. (eg) The Unless a Finance Document expressly provides otherwise the Facility Agent may disclose to any other Party any information it reasonably believes it has received as agent under this Agreementthe Finance Documents. (f) Without prejudice to the generality of paragraph (e) above, the Agent may disclose the identity of a Defaulting Lender to the other Finance Parties and the Company and shall disclose the same upon the written request of the Company or the Majority Lenders. (gh) Notwithstanding any other provision of any Finance Document to the contrary, none of neither the Facility Agent or nor the Mandated Lead Arranger is obliged to do or omit to do anything if it would or might might, in its reasonable opinion opinion, constitute a breach of any law or regulation or a breach of a fiduciary duty or duty of confidentiality. (hi) The Notwithstanding any provision of any Finance Document to the contrary, the Facility Agent is not obliged to disclose to expend or risk its own funds or otherwise incur any Finance Party any details financial liability in the performance of the rate notified to the Agent by any Lender its duties, obligations or Base Reference Bank responsibilities or the identity exercise of any right, power, authority or discretion if it has grounds for believing the repayment of such Lender funds or Base Reference Bank for the purpose of Clause 14.2(a)(ii) (Market Disruption)adequate indemnity against, or security for, such risk or liability is not reasonably assured to it.

Rights and discretions. (a) The Facility Agent may rely onmay: (i) rely on any representation, communication, notice or document (including, without limitation, any notice given by a Lender pursuant to paragraph (b) or paragraph (c) of Clause 28.2 (Disenfranchisement on Debt Purchase Transactions entered into by Investor Affiliates)Lender) believed by it to be genuine, correct and appropriately authorised; (ii) assume that: (A) any instructions received by it from the Majority Lenders, any Lenders or any group of Lenders are duly given in accordance with the terms of the Finance Documents; and (iiB) unless it has received notice of revocation, that those instructions have not been revoked; and (iii) rely on a certificate from any statement made by a director, authorised signatory person: (A) as to any matter of fact or employee of any person regarding any matters circumstance which may might reasonably be assumed expected to be within his the knowledge of that person; or (B) to the effect that such person approves of any particular dealing, transaction, step, action or within his power to verifything, as sufficient evidence that that is the case and, in the case of subparagraph (iii)(A) above, may assume the truth and accuracy of that certificate. (b) The Facility Agent may assume (unless it has received notice to the contrary in its capacity as agent for the Lenders) that: (i) no Default has occurred (unless it has actual knowledge of a Default arising under Clause 26.1 22.10 (Non-paymentDefault)); (ii) any right, power, authority or discretion vested in any Party or the Majority any group of Lenders has not been exercised;; and (iii) any notice or request made by the Company (other than a the Utilisation Request) is made on behalf of and with the consent and knowledge of all the Obligors; and (iv) no Notifiable Debt Purchase Transaction: (A) has been entered into; (B) has been terminated; or (C) has ceased to be with an Investor Affiliate. (c) The Facility Agent may engage, engage and pay for the advice or services of any lawyers, accountants, tax advisers, surveyors or other professional advisers or experts. (d) Without prejudice to the generality of paragraph (c) above or paragraph (e) below, the Facility Agent may at any time engage and pay for the services of any lawyers to act as independent counsel to the Facility Agent (and so separate from any lawyers instructed by the Lenders) if the Facility Agent in its reasonable opinion deems this to be desirable. (e) The Facility Agent may rely on the advice or services of any lawyers, accountants, tax advisers, surveyors or other expertsprofessional advisers or experts (whether obtained by the Facility Agent or by any other Party) and shall not be liable for any damages, costs or losses to any person, any diminution in value or any liability whatsoever arising as a result of its so relying. (df) The Facility Agent may act in relation to the Finance Documents through its personnel officers, employees and agentsagents and the Facility Agent shall not: (i) be liable for any error of judgment made by any such person; or (ii) be bound to supervise, or be in any way responsible for, any loss incurred by reason of misconduct, omission or default on the part of any such person, unless such error or such loss was directly caused by the Facility Agent’s gross negligence or wilful misconduct. (eg) The Unless a Finance Document expressly provides otherwise the Facility Agent may disclose to any other Party any information it reasonably believes it has received as agent under this Agreement. (fh) Without prejudice to the generality of paragraph (eg) above, the Agent Facility Agent: (i) may disclose the identity of a Defaulting Lender to the other Finance Parties and the Company and shall disclose the same upon disclose; and (ii) on the written request of the Company or the Majority LendersLenders shall, as soon as reasonably practicable, disclose, the identity of a Defaulting Lender to the Company and to the other Finance Parties. (gi) Notwithstanding any other provision of any Finance Document to the contrary, none of the Facility Agent or the Arranger Arrangers is obliged to do or omit to do anything if it would or might in its reasonable opinion constitute a breach of any law or regulation or a breach of a fiduciary duty or duty of confidentiality. (h) The Agent is not obliged to disclose to any Finance Party any details of the rate notified to the Agent by any Lender or Base Reference Bank or the identity of any such Lender or Base Reference Bank for the purpose of Clause 14.2(a)(ii) (Market Disruption).would, or

Rights and discretions. (a) The Agent may rely onmay: (i) rely on any representation, communication, notice or document (including, without limitation, any notice given by a Lender pursuant to paragraph (b) or paragraph (c) of Clause 28.2 (Disenfranchisement on Debt Purchase Transactions entered into by Investor Affiliates)) believed by it to be genuine, correct and appropriately authorised; and; (ii) rely on any statement made by a director, authorised signatory or employee of any person regarding any matters which may reasonably be assumed to be within his knowledge or within his power to verify; (iii) assume that: (A) any instructions received by it from the Majority Lenders, any Lenders or any group of Lenders are duly given in accordance with the terms of the Transaction Documents; and (B) unless it has received notice of revocation, those instructions have not been revoked; and (iv) rely on a certificate from any person: (A) as to any matter of fact or circumstance which might reasonably be expected to be within the knowledge of that person; or (B) to the effect that such person approves of any particular dealing, transaction, step, action or thing, as sufficient evidence that that is the case and, in the case of paragraph (A) above, may assume the truth and accuracy of that certificate. (b) The Agent may assume (unless it has received notice to the contrary in its capacity as agent for the Lenders) that: (i) no Default has occurred (unless it has actual knowledge of a Default arising under Clause 26.1 18.1 (Non-paymentPayment Default));; and (ii) any right, power, authority or discretion vested in any Party or Party, the Majority Lenders or any other group of Lenders has not been exercised; (iii) any notice or request made by the Company (other than a Utilisation Request) is made on behalf of and with the consent and knowledge of all the Obligors; and (iv) no Notifiable Debt Purchase Transaction: (A) has been entered into; (B) has been terminated; or (C) has ceased to be with an Investor Affiliate. (c) The Agent may engage, pay for and rely on the advice or services of any lawyers, accountants, tax advisers, surveyors or other expertsprofessional advisers or experts to act as independent counsel to the Agent (and so separate from any lawyers instructed by the Lenders) if the Agent in its reasonable opinion deems this to be desirable. (d) The Agent may rely on the advice or services of any lawyers, accountants, tax advisers, surveyors or other professional advisers or experts (whether obtained by the Agent or by any other Party) and shall not be liable for any damages, costs or losses to any person, any diminution in value or any liability whatsoever arising as a result of its so relying. (e) The Agent may act in relation to the Finance Documents this Agreement through its personnel and agentsagents (and any indemnity given to or received by an Agent under this Agreement extends also to its personnel, delegates or agents who may rely on this provision) and the Agent shall not: (i) be liable for any error of judgment made by any such person; or (ii) be bound to supervise, or be in any way responsible for, any loss incurred by reason of misconduct, omission or default on the part of any such person, unless such error or such loss was directly caused by the Agent’s gross negligence or wilful misconduct. (ef) The Agent may disclose to any other Party any information it reasonably believes it has received as agent under this Agreement. (f) Without prejudice to the generality of paragraph (e) above, the Agent may disclose the identity of a Defaulting Lender to the other Finance Parties and the Company and shall disclose the same upon the written request of the Company or the Majority Lenders. (g) Notwithstanding any other provision of any Finance Transaction Document to the contrary, none of the Agent or the Arranger is not obliged to do or omit to do anything if it would or might in its reasonable opinion constitute a breach of any law or regulation or a breach of a fiduciary duty or duty of confidentiality. (h) The Notwithstanding any provision of any Transaction Document to the contrary, the Agent is not obliged to disclose to expend or risk its own funds or otherwise incur any Finance Party any details financial liability in the performance of the rate notified to the Agent by any Lender its duties, obligations or Base Reference Bank responsibilities or the identity exercise of any right, power, authority or discretion if it has grounds for believing the repayment of such Lender funds or Base Reference Bank for the purpose of Clause 14.2(a)(ii) (Market Disruption)adequate indemnity against, or security for, such risk or liability is not reasonably assured to it.

Rights and discretions. 27.7.1 The Facility Agent may: (a) The Agent may rely on: (i) on any representation, communication, notice or document (including, without limitation, any notice given by a Lender pursuant to paragraph (b) or paragraph (c) of Clause 28.2 (Disenfranchisement on Debt Purchase Transactions entered into by Investor Affiliates)) believed by it to be genuine, correct and appropriately authorised; (b) assume that: (i) any instructions received by it from the Lenders, any Lenders or any group of Lenders are duly given in accordance with the terms of the Finance Documents; and (ii) unless it has received notice of revocation, that those instructions have not been revoked; and (c) rely on a certificate from any statement made by a director, authorised signatory person: (i) as to any matter of fact or employee of any person regarding any matters circumstance which may might reasonably be assumed expected to be within his the knowledge of that person; or (ii) to the effect that such person approves of any particular dealing, transaction, step, action or within his power to verifything, as sufficient evidence that that is the case and, in the case of paragraph (i) above, may assume the truth and accuracy of that certificate. (b) 27.7.2 The Facility Agent may assume (unless it has received notice to the contrary in its capacity as agent for the Lenders) that: (ia) no Default has occurred (unless it has actual knowledge of a Default arising under Clause 26.1 24.1 (Non-payment)); (iib) any right, power, authority or discretion vested in any Party or the Majority any group of Lenders has not been exercised; (iii) any notice or request made by the Company (other than a Utilisation Request) is made on behalf of and with the consent and knowledge of all the Obligors; and 27.7.3 The Facility Agent may engage and pay for the advice or services of any lawyers, accountants, tax advisers, surveyors or other professional advisers or experts. 27.7.4 Without prejudice to the generality of Clause 27.7.3 or Clause 27.7.5, the Facility Agent may at any time engage and pay for the services of any lawyers to act as independent counsel to the Facility Agent (ivand so separate from any lawyers instructed by the Lenders) no Notifiable Debt Purchase Transaction: (A) has been entered into; (B) has been terminated; or (C) has ceased if the Facility Agent in its reasonable opinion deems this to be with an Investor Affiliatedesirable. (c) 27.7.5 The Facility Agent may engage, pay for and rely on the advice or services of any lawyers, accountants, tax advisers, surveyors or other expertsprofessional advisers or experts (whether obtained by the Facility Agent or by any other Party) and shall not be liable for any damages, costs or losses to any person, any diminution in value or any liability whatsoever arising as a result of its so relying. (d) 27.7.6 The Facility Agent may act in relation to the Finance Documents through its personnel officers, employees and agentsagents and the Facility Agent shall not: (a) be liable for any error of judgment made by any such person; or (b) be bound to supervise, or be in any way responsible for, any loss incurred by reason of misconduct, omission or default on the part of any such person, unless such error or such loss was directly caused by the Facility Agent's gross negligence or wilful misconduct. (e) The 27.7.7 Unless a Finance Document expressly provides otherwise the Facility Agent may disclose to any other Party any information it reasonably believes it has received as agent under this Agreement. (f) Without prejudice to the generality of paragraph (e) above, the Agent may disclose the identity of a Defaulting Lender to the other Finance Parties and the Company and shall disclose the same upon the written request of the Company or the Majority Lenders. (g) 27.7.8 Notwithstanding any other provision of any Finance Document to the contrary, none of neither the Facility Agent or nor the Arranger is obliged to do or omit to do anything if it would would, or might in its reasonable opinion opinion, constitute a breach of any law or regulation or a breach of a fiduciary duty or duty of confidentiality. (h) The 27.7.9 Notwithstanding any provision of any Finance Document to the contrary, the Facility Agent is not obliged to disclose to expend or risk its own funds or otherwise incur any Finance Party any details financial liability in the performance of the rate notified to the Agent by any Lender its duties, obligations or Base Reference Bank responsibilities or the identity exercise of any right, power, authority or discretion if it has grounds for believing the repayment of such Lender funds or Base Reference Bank for the purpose of Clause 14.2(a)(ii) (Market Disruption)adequate indemnity against, or security for, such risk or liability is not reasonably assured to it.

Rights and discretions. (a) The Facility Agent may rely onmay: (i) rely on any representation, communication, notice or document (including, without limitation, any notice given by a Lender pursuant to paragraph (b) or paragraph (c) of Clause 28.2 (Disenfranchisement on Debt Purchase Transactions entered into by Investor Affiliates)) believed by it to be genuine, correct and appropriately authorised; (ii) assume that: (A) any instructions received by it from the Majority Lenders, any Finance Parties or any group of Finance Parties are duly given in accordance with the terms of the Finance Documents; and (iiB) unless it has received notice of revocation, that those instructions have not been revoked; and (iii) rely on a certificate from any statement made by a director, authorised signatory person: (A) as to any matter of fact or employee of any person regarding any matters circumstance which may might reasonably be assumed expected to be within his the knowledge of that person; or (B) to the effect that such person approves of any particular dealing, transaction, step, action or within his power to verifything, as sufficient evidence that that is the case and, in the case of paragraph (A) above, may assume the truth and accuracy of that certificate. (b) The Facility Agent may assume (unless it has received notice to the contrary in its capacity as agent for the LendersFinance Parties) that: (i) no Default has occurred (unless it has actual knowledge of a Default arising under Clause 26.1 27.2 (Non-payment)); (ii) any right, power, authority or discretion vested in any Party or the Majority Lenders any group of Finance Parties has not been exercised;; and (iii) any notice or request made by the Company Borrowers (other than a the Utilisation Request) is made on behalf of and with the consent and knowledge of all the Transaction Obligors; and (iv) no Notifiable Debt Purchase Transaction: (A) has been entered into; (B) has been terminated; or (C) has ceased to be with an Investor Affiliate. (c) The Facility Agent may engageengage (at the Borrowers' expense) the advice or services of any lawyers, pay for accountants, tax advisers, surveyors or other professional advisers or experts. (d) Without prejudice to the generality of paragraph (c) above or paragraph (e) below, the Facility Agent may at any time engage (at the Borrowers' expense) the services of any lawyers to act as independent counsel to the Facility Agent (and so separate from any lawyers instructed by the Lenders) if the Facility Agent in its reasonable opinion deems this to be desirable. (e) The Facility Agent may rely on the advice or services of any lawyers, accountants, tax advisers, surveyors or other expertsprofessional advisers or experts (whether obtained by the Facility Agent or by any other Party) and shall not be liable for any damages, costs or losses to any person, any diminution in value or any liability whatsoever arising as a result of its so relying. (df) The Facility Agent may act in relation to the Finance Documents and the Security Property through its personnel officers, employees and agentsagents and shall not: (i) be liable for any error of judgment made by any such person; or (ii) be bound to supervise, or be in any way responsible for any loss incurred by reason of misconduct, omission or default on the part of any such person, unless such error or such loss was directly caused by the Facility Agent's gross negligence or wilful misconduct. (eg) The Unless a Finance Document expressly provides otherwise the Facility Agent may disclose to any other Party any information it reasonably believes it has received as agent under this Agreementthe Finance Documents. (f) Without prejudice to the generality of paragraph (e) above, the Agent may disclose the identity of a Defaulting Lender to the other Finance Parties and the Company and shall disclose the same upon the written request of the Company or the Majority Lenders. (gh) Notwithstanding any other provision of any Finance Document to the contrary, none of the Facility Agent or the Arranger is not obliged to do or omit to do anything if it would or might might, in its reasonable opinion opinion, constitute a breach of any law or regulation or a breach of a fiduciary duty or duty of confidentiality. (hi) The Notwithstanding any provision of any Finance Document to the contrary, the Facility Agent is not obliged to disclose to expend or risk its own funds or otherwise incur any Finance Party any details financial liability in the performance of the rate notified to the Agent by any Lender its duties, obligations or Base Reference Bank responsibilities or the identity exercise of any right, power, authority or discretion if it has grounds for believing the repayment of such Lender funds or Base Reference Bank for the purpose of Clause 14.2(a)(ii) (Market Disruption)adequate indemnity against, or security for, such risk or liability is not reasonably assured to it.

Rights and discretions. (a) The Security Agent may rely onmay: (i) rely on any representation, communication, notice or document (including, without limitation, any notice given by a Lender pursuant to paragraph (b) or paragraph (c) of Clause 28.2 (Disenfranchisement on Debt Purchase Transactions entered into by Investor Affiliates)) believed by it to be genuine, correct and appropriately authorised; (ii) assume that: (A) any instructions received by it from the applicable Instructing Group, any Creditors or any group of Creditors are duly given in accordance with the terms of the Debt Documents; (B) unless it has received notice of revocation, that those instructions have not been revoked; and (iiC) if it receives any statement made by instructions to act in relation to the Shared Transaction Security or the Super Senior Additional Security, that all applicable conditions under the Debt Documents for so acting have been satisfied; and (iii) rely on a director, authorised signatory certificate from any person: (A) as to any matter of fact or employee of any person regarding any matters circumstance which may might reasonably be assumed expected to be within his the knowledge of that person; or (B) to the effect that such person approves of any particular dealing, transaction, step, action or within his power to verifything, as sufficient evidence that that is the case and, in the case of paragraph (A) above, may assume the truth and accuracy of that certificate. (b) The Security Agent may assume (unless it has received notice to the contrary in its capacity as agent Security Agent for the LendersSecured Parties) that: (i) no Default has occurred (unless it has actual knowledge of a Default arising under Clause 26.1 (Non-payment))occurred; (ii) any right, power, authority or discretion vested in any Party or the Majority Lenders any group of Creditors has not been exercised;; and (iii) any notice or request made by the Company (other than a Utilisation Request) NAC 29 is made on behalf of and with the consent and knowledge of all the Obligors; and (iv) no Notifiable Debt Purchase Transaction: (A) has been entered into; (B) has been terminated; or (C) has ceased to be with an Investor AffiliateDebtors. (c) The Security Agent may engage, engage and pay for the advice or services of any lawyers, accountants, tax advisers, surveyors or other professional advisers or experts. (d) Without prejudice to the generality of paragraph (c) above or paragraph (e) below, the Security Agent may at any time engage and pay for the services of any lawyers to act as independent counsel to the Security Agent (and so separate from any lawyers instructed by any Primary Creditor) if the Security Agent in its reasonable opinion deems this to be desirable. (e) The Security Agent may rely on the advice or services of any lawyers, accountants, tax advisers, surveyors or other expertsprofessional advisers or experts (whether obtained by the Security Agent or by any other Party) and shall not be liable for any damages, costs or losses to any person, any diminution in value or any liability whatsoever arising as a result of its so relying. (df) The Agent Security Agent, any Receiver and any Delegate may act in relation to the Finance Debt Documents and the Security Property through its personnel officers, employees and agentsagents and shall not: (i) be liable for any error of judgment made by any such person; or (ii) be bound to supervise, or be in any way responsible for any loss incurred by reason of misconduct, omission or default on the part of any such person, unless such error or such loss was directly caused by the Security Agent’s, Receiver’s or Delegate’s gross negligence or wilful misconduct. (eg) The Unless this Agreement expressly specifies otherwise, the Security Agent may disclose to any other Party any information it reasonably believes it has received as agent Security Agent under this Agreement. (f) Without prejudice to the generality of paragraph (e) above, the Agent may disclose the identity of a Defaulting Lender to the other Finance Parties and the Company and shall disclose the same upon the written request of the Company or the Majority Lenders. (gh) Notwithstanding any other provision of any Finance Debt Document to the contrary, none of the Security Agent or the Arranger is not obliged to do or omit to do anything if it would would, or might in its reasonable opinion opinion, constitute a breach of any law or regulation or a breach of a fiduciary duty or duty of confidentiality. (hi) The Notwithstanding any provision of any Debt Document to the contrary, the Security Agent is not obliged to disclose expend or risk its own funds or otherwise incur any financial liability in the performance of its duties, obligations or responsibilities or the exercise of any right, power, authority or discretion if it has grounds for believing the repayment of such funds or adequate indemnity against, or security for, such risk or liability is not reasonably assured to it. (i) the Security Agent acting “in its discretion”, “as it sees fit” or any Finance Party analogous term in this Agreement or in any details other such Debt Document (which shall not oblige the Security Agent to exercise any such discretion); or (ii) the Security Agent acting “reasonably” or in a “reasonable” manner or as coming to an opinion or determination that is “reasonable” (or any similar or analogous wording is used); or (iii) any requirement for the Security Agent’s consent or approval “not to be unreasonably withheld or delayed”; or (iv) any requirement for any item or evidence to be to the Security Agent’s “satisfaction” or being “satisfactory” to the Security Agent (or any similar or analogous wording is used), shall mean the Security Agent making such determination, exercising such discretion, acting or coming to an opinion on the instructions of the rate notified Instructing Group or such other Person entitled to instruct it under this Agreement, as applicable, and the Security Agent shall be under no obligation to determine the reasonableness of such instructions or whether in giving such instructions the Instructing Group or such other Person is acting in a reasonable manner, provided however that, in the circumstances described in paragraph (iii) or (iv), the Security Agent’s communication of instructions received by any Lender or Base Reference Bank or the identity of any such Lender or Base Reference Bank for the purpose of Clause 14.2(a)(ii) (Market Disruption)it shall not be unreasonably delayed.

Rights and discretions. (a) The Agent may rely on: (i) any representation, notice or document (including, without limitation, any notice given by a Lender pursuant to paragraph (b) or paragraph (c) of Clause 28.2 (Disenfranchisement on Debt Purchase Transactions entered into by Investor Affiliates)) believed by it to be genuine, correct and appropriately authorised; and (ii) any statement made by a director, authorised signatory or employee of any person regarding any matters which may reasonably be assumed to be within his knowledge or within his power to verify. (b) The Agent may assume (unless it has received notice to the contrary in its capacity as agent for the Lenders) that: (i) any instructions received by it from the Majority Lenders, any Lenders or any group of Lenders are duly given in accordance with the terms of the Finance Documents; (ii) unless it has received notice of revocation, that the instructions received by it from the Majority Lenders, any Lenders or any group of Lenders have not been revoked; (iii) no Default has occurred (unless it has actual knowledge of a Default arising under Clause 26.1 25.1 (Non-payment)); (iiiv) any right, power, authority or discretion vested in any Party or the Majority Lenders has not been exercised;; and (iiiv) any notice or request made by the Company a Borrower (other than a Utilisation Request) is made on behalf of and with the consent and knowledge of all the Obligors; and (iv) no Notifiable Debt Purchase Transaction: (A) has been entered into; (B) has been terminated; or (C) has ceased to be with an Investor Affiliate. (c) The Agent may engage, pay for and rely on the advice or services of any lawyers, accountants, surveyors or other experts. (d) Without prejudice to the generality of paragraph (c) above, the Agent may at any time engage and pay for the services of any lawyers to act as independent counsel to the Agent (and so separate from any lawyers instructed by the Lenders) if the Agent in its reasonable opinion deems this to be desirable. (e) The Agent may act in relation to the Finance Documents through its personnel officers, employees and agentsagents and the Agent shall not: (i) be liable for any error of judgment made by any such person; or (ii) be bound to supervise, or be in any way responsible for, any loss incurred by reason of misconduct, omission or default on the part, of any such person, unless such error or such loss was directly caused by the Agent’s gross negligence or wilful misconduct. (ef) The Agent may disclose to any other Party any information it reasonably believes it has received as agent under this Agreement. (f) Without prejudice to the generality of paragraph (e) above, the Agent may disclose the identity of a Defaulting Lender to the other Finance Parties and the Company and shall disclose the same upon the written request of the Company or the Majority Lenders. (g) Notwithstanding any other provision of any Finance Document to the contrary, none of the Agent or the Arranger is obliged to do or omit to do anything if it would or might in its reasonable opinion constitute a breach of any law or regulation or a breach of a fiduciary duty or duty of confidentiality. (h) The Notwithstanding any provision of any Finance Document to the contrary, the Agent is not obliged to expend or risk its own funds or otherwise incur any financial liability in the performance of its duties, obligations or responsibilities or the exercise of any right, power, authority or discretion if it has grounds for believing the repayment of such funds or adequate indemnity against, or security for, such risk or liability is not reasonably assured to it. (i) The Agent may not disclose to any Finance Party any details of the rate notified to the Agent by any Lender or Base Reference Bank or the identity of any such Lender or Base Reference Bank for the purpose of paragraph (a)(ii) of Clause 14.2(a)(ii) 13.2 (Market Disruption).

Rights and discretions. (a) The Agent may rely onmay: (i) rely on any representation, communication, notice or document (including, without limitation, any notice given by a Lender pursuant to paragraph paragraphs (b) or paragraph (c) of Clause 28.2 29.1 (Disenfranchisement on Permitted Debt Purchase Transactions entered into by Investor Affiliates)Transactions) believed by it to be genuine, correct and appropriately authorised; (ii) assume that: (A) any instructions received by it from the Majority Lenders, any Lenders or any group of Lenders are duly given in accordance with the terms of the Finance Documents; and (iiB) unless it has received notice of revocation, that those instructions have not been revoked; and (iii) rely on a certificate from any statement made by a director, authorised signatory person: (A) as to any matter of fact or employee of any person regarding any matters circumstance which may might reasonably be assumed expected to be within his the knowledge of that person; or (B) to the effect that such person approves of any particular dealing, transaction, step, action or within his power to verifything, as sufficient evidence that that is the case and, in the case of paragraph (A) above, may assume the truth and accuracy of that certificate. (b) The Agent may assume (unless it has received notice to the contrary in its capacity as agent for the Lenders) that: (i) no Default has occurred (unless it has actual knowledge of a Default arising under Clause 26.1 27.1 (Non-payment)); (ii) any right, power, authority or discretion vested in any Party or the Majority any group of Lenders has not been exercised; (iii) any notice or request made by the Company (other than a Utilisation RequestRequest or Selection Notice) is made on behalf of and with the consent and knowledge of all the Obligors; and (iv) no Notifiable Debt Purchase Transaction: (A) has been entered into; (B) has been terminated; or (C) has ceased to be with an Investor a Sponsor Affiliate. (c) The Agent may engage, engage and pay for the advice or services of any lawyers, accountants, tax advisers, surveyors or other professional advisers or experts. (d) Without prejudice to the generality of paragraph (c) above or paragraph (e) below, the Agent may at any time engage and pay for the services of any lawyers to act as independent counsel to the Agent (and so separate from any lawyers instructed by the Lenders) if the Agent in its reasonable opinion deems this to be desirable. (e) The Agent may rely on the advice or services of any lawyers, accountants, tax advisers, surveyors or other expertsprofessional advisers or experts (whether obtained by the Agent or by any other Party) and shall not be liable for any damages, costs or losses to any person, any diminution in value or any liability whatsoever arising as a result of its so relying. (df) The Agent may act in relation to the Finance Documents through its personnel officers, employees and agentsagents and the Agent shall not: (i) be liable for any error of judgment made by any such person; or (ii) be bound to supervise, or be in any way responsible for, any loss incurred by reason of misconduct, omission or default on the part of any such person, (g) unless such error or such loss was directly caused by the Agent’s gross negligence or wilful misconduct. (eh) The Unless a Finance Document expressly provides otherwise the Agent may disclose to any other Party any information it reasonably believes it has received as agent under this Agreement. (fi) Without prejudice to the generality of paragraph (eh) above, the Agent Agent: (i) may disclose the identity of a Defaulting Lender to the other Finance Parties and the Company and shall disclose the same upon disclose; and (ii) on the written request of the Company or the Majority LendersLenders shall, as soon as reasonably practicable, disclose, the identity of a Defaulting Lender to the Company and to the other Finance Parties. (gj) Notwithstanding any other provision of any Finance Document to the contrary, none of the Agent or the Arranger Arrangers is obliged to do or omit to do anything if it would would, or might in its reasonable opinion opinion, constitute a breach of any law or regulation or a breach of a fiduciary duty or duty of confidentiality. (hk) The Notwithstanding any provision of any Finance Document to the contrary, the Agent is not obliged to disclose to expend or risk its own funds or otherwise incur any Finance Party any details financial liability in the performance of the rate notified to the Agent by any Lender its duties, obligations or Base Reference Bank responsibilities or the identity exercise of any right, power, authority or discretion if it has grounds for believing the repayment of such Lender funds or Base Reference Bank for the purpose of Clause 14.2(a)(ii) (Market Disruption)adequate indemnity against, or security for, such risk or liability is not reasonably assured to it.

Rights and discretions. (a) The Agent may rely onmay: (i) rely on any representation, communication, notice or document (including, without limitation, any notice given by a Lender pursuant to paragraph (b) or paragraph (c) of Clause 28.2 (Disenfranchisement on Debt Purchase Transactions entered into by Investor Affiliates)) believed by it to be genuine, correct and appropriately authorised; (ii) assume that: (A) any instructions received by it from the Majority Lenders, any Lenders or any group of Lenders are duly ​ given in accordance with the terms of the Finance Documents; and (iiB) unless it has received notice of revocation, that those instructions have not been revoked; and (iii) rely on a certificate from any statement made by a director, authorised signatory person: (A) as to any matter of fact or employee of any person regarding any matters circumstance which may might reasonably be assumed expected to be within his the knowledge of that person; or (B) to the effect that such person approves of any particular dealing, transaction, step, action or within his power to verifything, as sufficient evidence that that is the case and, in the case of paragraph (A) above, may assume the truth and accuracy of that certificate. (b) The Agent may assume (unless it has received notice to the contrary in its capacity as agent for the Lenders) that: (i) no Default has occurred (unless it has actual knowledge of a Default arising under Clause 26.1 23.1 (Non-payment)); (ii) any right, power, authority or discretion vested in any Party or the Majority any group of Lenders has not been exercised;; and (iii) any notice or request made by the Company (other than a Utilisation Request) is made on behalf of and with the consent and knowledge of all the Obligors; and (iv) no Notifiable Debt Purchase Transaction: (A) has been entered into; (B) has been terminated; or (C) has ceased to be with an Investor Affiliate. (c) The Agent may engage, engage and pay for the advice or services of any lawyers, accountants, tax advisers, surveyors or other professional advisers or experts. (d) Without prejudice to the generality of paragraph (c) above or paragraph (e) below, the Agent may at any time engage and pay for the services of any lawyers to act as independent counsel to the Agent (and so separate from any lawyers instructed by the Lenders) if the Agent in its reasonable opinion deems this to be necessary. (e) The Agent may rely on the advice or services of any lawyers, accountants, tax advisers, surveyors or other experts. professional advisers or experts (d) The Agent may act in relation to the Finance Documents through its personnel and agents. (e) The Agent may disclose to any other Party any information it reasonably believes it has received as agent under this Agreement. (f) Without prejudice to the generality of paragraph (e) above, the Agent may disclose the identity of a Defaulting Lender to the other Finance Parties and the Company and shall disclose the same upon the written request of the Company or the Majority Lenders. (g) Notwithstanding any other provision of any Finance Document to the contrary, none of whether obtained by the Agent or the Arranger is obliged to do by any other Party) and shall not be liable for any damages, costs or omit to do anything if it would or might in its reasonable opinion constitute a breach of any law or regulation or a breach of a fiduciary duty or duty of confidentiality. (h) The Agent is not obliged to disclose losses to any Finance Party person, any details diminution in value or any liability whatsoever arising as a result of the rate notified to the Agent by any Lender or Base Reference Bank or the identity of any such Lender or Base Reference Bank for the purpose of Clause 14.2(a)(ii) (Market Disruption)its so relying.

Rights and discretions. (a) The Agent may rely onand the Issuing Bank may: (i) rely on any representation, communication, notice or document (including, without limitation, any notice given by a Lender pursuant to paragraph paragraphs (b) or paragraph (c) of Clause 28.2 30.2 (Disenfranchisement on Conditions to Debt Purchase Transactions entered into by Investor AffiliatesTransactions)) believed by it to be genuine, correct and appropriately authorised; (ii) assume that: (A) any instructions received by it from the Majority Lenders, any Lenders or any group of Lenders are duly given in accordance with the terms of the Finance Documents; and (iiB) unless it has received notice of revocation, that those instructions have not been revoked; and (iii) rely on a certificate from any statement made by a director, authorised signatory person: (A) as to any matter of fact or employee of any person regarding any matters circumstance which may might reasonably be assumed expected to be within his the knowledge of that person; or (B) to the effect that such person approves of any particular dealing, transaction, step, action or within his power to verifything, as sufficient evidence that that is the case and, in the case of paragraph (A) above, may assume the truth and accuracy of that certificate. (b) The Agent may assume (unless it has received notice to the contrary in its capacity as agent for the Lenders) that: (i) no Default has occurred (unless it has actual knowledge of a Default arising under Clause 26.1 28.1 (Non-paymentFailure to Pay)); (ii) any right, power, authority or discretion vested in any Party or the Majority any group of Lenders has not been exercised; (iii) any notice or request made by the Company Obligors’ Agent (other than a Utilisation RequestRequest or Selection Notice) is made on behalf of and with the consent and knowledge of all the Obligors; and (iv) no Notifiable Debt Purchase Transaction: (A) has been entered into; (B) has been terminated; or (C) has ceased to be with an Investor a Sponsor Affiliate. (c) The Agent may engage, engage and pay for the advice or services of any lawyers, accountants, tax advisers, surveyors or other professional advisers or experts. (d) Without prejudice to the generality of paragraph (c) above or paragraph (e) below, the Agent may at any time engage and pay for the services of any lawyers to act as independent counsel to the Agent (and so separate from any lawyers instructed by the Lenders) if the Agent in its reasonable opinion deems this to be desirable. (e) The Agent may rely on the advice or services of any lawyers, accountants, tax advisers, surveyors or other expertsprofessional advisers or experts (whether obtained by the Agent or by any other Party) and shall not be liable for any damages, costs or losses to any person, any diminution in value or any liability whatsoever arising as a result of its so relying. (df) The Agent may act in relation to the Finance Documents through its personnel officers, employees and agentsagents and the Agent shall not: (i) be liable for any error of judgment made by any such person; or (ii) be bound to supervise, or be in any way responsible for, any loss incurred by reason of misconduct, omission or default on the part, of any such person, unless such error or such loss was directly caused by the Agent's gross negligence or wilful misconduct. (eg) The Unless a Finance Document expressly provides otherwise the Agent may disclose to any other Party any information it reasonably believes it has received as agent under this Agreement. (fh) Without prejudice to the generality of paragraph (eg) above, the Agent may disclose the identity of a Defaulting Lender to the other Finance Parties and the Company and shall disclose the same upon the written request of the Company or the Majority Lenders.Agent: (gi) Notwithstanding any other provision of any Finance Document to the contrary, none of the Agent or the Arranger is obliged to do or omit to do anything if it would or might in its reasonable opinion constitute a breach of any law or regulation or a breach of a fiduciary duty or duty of confidentiality. (h) The Agent is not obliged to disclose to any Finance Party any details of the rate notified to the Agent by any Lender or Base Reference Bank or the identity of any such Lender or Base Reference Bank for the purpose of Clause 14.2(a)(ii) (Market Disruption).may disclose; and

Rights and discretions. (a) The Each Agent may rely onmay: (i) rely on any representation, communication, notice or document (including, without limitation, any notice given by a Lender pursuant to paragraph (b) or paragraph (c) of Clause 28.2 (Disenfranchisement on Debt Purchase Transactions entered into by Investor Affiliates)) believed by it to be genuine, genuine and correct and appropriately authorised; andto have been signed by, or with the authority of, the proper person; (ii) assume that any instruction or directions received by it from the Majority Lenders or any Lender are duly given in accordance with the applicable conditions under the Finance Documents and unless it has received notice of revocation, that those instructions and directions have not been revoked; (iii) rely on any statement or certificate made by a director, authorised signatory or employee of any person regarding any matters which may reasonably be assumed to be within his knowledge or within his power to verify.; (biv) The Agent may assume (unless it has received notice to the contrary in its capacity as agent for the Lenders) that: (i) that no Default has occurred (unless it has actual knowledge and no Obligor or other person is in breach of a Default arising under Clause 26.1 (Non-payment))any of the Finance Documents; (iiv) assume, unless the context otherwise requires, that any right, power, authority or discretion vested in any Party or the Majority Lenders has not been exercised; (iii) any notice or request communication made by the Company (other than a Utilisation Request) an Obligor is made on behalf of and with the consent and knowledge of all the Obligors; and (iv) no Notifiable Debt Purchase Transaction: (A) has been entered intoeach Obligor; (Bvi) has been terminated; or (C) has ceased to be with an Investor Affiliate. (c) The Agent may engage, pay for and rely on professional advisers whether obtained by the advice Agent or services any other party (including those representing a Party other than the Facility Agent) and shall not be liable for any damage, costs, or losses to any person, any diminution in value or any liability whatsoever arising as a result of any lawyers, accountants, surveyors or other experts.its so relying; (dvii) The Agent may act in relation to under the Finance Documents through its personnel and agents.agents and shall not be liable for any error of judgment made by any such person or be bound to supervise, or be in any way responsible for any loss incurred by reason of misconduct, omission or default on the part of any such person; (eviii) The Agent may disclose to any other Party any information it reasonably believes it has received as agent under this Agreement.; and (fix) Without prejudice to without limiting the generality of paragraph (eviii) above, the Agent may disclose the identity of a Defaulting defaulting Lender to the Parent and to the other Finance Parties and the Company and shall disclose the same upon the written request of the Company or the Majority LendersParties. (gb) Notwithstanding the above or any other provision of any Finance Document to the contrary, none of the Agent Facility Agent, the Arranger or the Arranger Issuing Bank is obliged to do or omit to do anything if it would would, or might in its reasonable opinion opinion, constitute a breach of any law or regulation or a breach of a fiduciary duty or duty of confidentiality. (hc) The Notwithstanding the above or any other provision of any Finance Document to the contrary, the Facility Agent is not obliged to disclose to expend or risk its own funds or otherwise incur any Finance Party any details financial liability in the performance of the rate notified to the Agent by any Lender its duties, obligations or Base Reference Bank responsibilities or the identity exercise of any right, power, authority or discretion if it has grounds for believing the repayment of such Lender funds or Base Reference Bank for the purpose of Clause 14.2(a)(ii) (Market Disruption)adequate indemnity against, or security for, such risk or liability is not reasonably assured to it.

Rights and discretions. (a) The Each of the Facility Agent may rely on:and the Collateral Management Agent may (i) rely on any representation, communication, notice or document (including, without limitation, any notice given by a Lender pursuant to paragraph paragraphs (b) or paragraph (c) of Clause clause 28.2 (Disenfranchisement on Debt Purchase Transactions entered into by Investor Parent Affiliates)) believed by it to be genuine, correct and appropriately authorised; (ii) assume that: (A) any instructions received by it from the Majority Lenders, any Lenders or any group of Lenders are duly given in accordance with the terms of the Finance Documents; and (iiB) unless it has received notice of revocation, that those instructions have not been revoked; and (iii) rely on a certificate from any statement made by a director, authorised signatory person: (A) as to any matter of fact or employee of any person regarding any matters circumstance which may might reasonably be assumed expected to be within his the knowledge of that person; or (B) to the effect that such person approves of any particular dealing, transaction, step, action or within his power to verifything, as sufficient evidence that that is the case and, in the case of paragraph (A) above, may assume the truth and accuracy of that certificate. (b) The Each of the Facility Agent and the Collateral Management Agent may assume (unless it has received notice to the contrary in its capacity as agent for the Lenders) that: (i) no Default has occurred (unless it has actual knowledge of a Default arising under Clause clause 26.1 (Non-payment)); (ii) any right, power, authority or discretion vested in any Party or the Majority any group of Lenders has not been exercised; (iii) any notice or request made by the Company (other than a Utilisation Request) is made on behalf of and with the consent and knowledge of all the Obligors; and (iv) no Notifiable Debt Purchase Transaction: (A) has been entered into; (B) has been terminated; or (C) has ceased to be with an Investor a Parent Affiliate. (c) The Each of the Facility Agent and the Collateral Management Agent may engage, engage and pay for the advice or services of any lawyers, accountants, tax advisers, surveyors or other professional advisers or experts. (d) Without prejudice to the generality of paragraph (c) above or paragraph (e) below, each of the Facility Agent and the Collateral Management Agent may at any time engage and pay for the services of any lawyers to act as independent counsel to it (and so separate from any lawyers instructed by the Lenders) if it in its reasonable opinion deems this to be desirable. (e) Each of the Facility Agent and the Collateral Management Agent may rely on the advice or services of any lawyers, accountants, tax advisers, surveyors or other expertsprofessional advisers or experts (whether obtained by it or by any other Party) and shall not be liable for any damages, costs or losses to any person, any diminution in value or any liability whatsoever arising as a result of its so relying. (df) The Each of the Facility Agent and the Collateral Management Agent may act in relation to the Finance Documents through its personnel officers, employees and agentsagents and shall not: (i) be liable for any error of judgment made by any such person; or (ii) be bound to supervise, or be in any way responsible for any loss incurred by reason of misconduct, omission or default on the part, of any such person, unless such error or such loss was directly caused by its gross negligence or wilful misconduct. (eg) The Unless a Finance Document expressly provides otherwise each of the Facility Agent and the Collateral Management Agent may disclose to any other Party any information it reasonably believes it has received as agent under this Agreement. (f) Without prejudice to the generality of paragraph (e) above, the Agent may disclose the identity of a Defaulting Lender to the other Finance Parties and the Company and shall disclose the same upon the written request of the Company or the Majority Lenders. (gh) Notwithstanding any other provision of any Finance Document to the contrary, none of the Agent Facility Agent, the Collateral Management Agent, the Co-Ordinator, the Documentation Bank or the an Arranger is obliged to do or omit to do anything if it would would, or might in its reasonable opinion opinion, constitute a breach of any law or regulation or a breach of a fiduciary duty or duty of confidentiality. (hi) The Facility Agent is not obliged to disclose to any Finance Party any details of the rate notified to the Facility Agent by any Lender or Base Reference Bank or the identity of any such Lender or Base Reference Bank for the purpose of Clause 14.2(a)(iiparagraph (a)(ii) of clause 13.2 (Market Disruption).

Rights and discretions. (a) The Agent may rely onmay: (i) rely on any representation, communication, notice or document (including, without limitation, any notice given by a Lender pursuant to paragraph (b) or paragraph (c) of Clause 28.2 (Disenfranchisement on Debt Purchase Transactions entered into by Investor Affiliates)) believed by it to be genuine, correct and appropriately authorised; (ii) assume that: (A) any instructions received by it from the Majority Lenders, any Lenders or any group of Lenders are duly given in accordance with the terms of the Finance Documents; and (iiB) unless it has received notice of revocation, that those instructions have not been revoked; and (iii) rely on a certificate from any statement made by a director, authorised signatory person: (A) as to any matter of fact or employee of any person regarding any matters circumstance which may might reasonably be assumed expected to be within his the knowledge of that person; or (B) to the effect that such person approves of any particular dealing, transaction, step, action or within his power to verifything, as sufficient evidence that that is the case and, in the case of paragraph (A) above, may assume the truth and accuracy of that certificate. (b) The Agent may assume (unless it has received notice to the contrary in its capacity as agent for the Lenders) that: (i) no Default has occurred (unless it has actual knowledge of a Default arising under Clause 26.1 25.1 (Non-payment)); (ii) any right, power, authority or discretion vested in any Party or the Majority any group of Lenders has not been exercised; (iii) any notice or request made by the Company (other than a Utilisation RequestRequest or Selection Notice) is made on behalf of and with the consent and knowledge of all the Obligors; and (iv) no Notifiable Debt Purchase Transaction: (A) has been entered into; (B) has been terminated; or (C) has ceased to be with an Investor a Sponsor Affiliate. (c) The Agent may engage, engage and pay for the advice or services of any lawyers, accountants, tax advisers, surveyors or other professional advisers or experts. (d) Without prejudice to the generality of paragraph (c) above or paragraph (e) below, the Agent may at any time engage and pay for the services of any lawyers to act as independent counsel to the Agent (and so separate from any lawyers instructed by the Lenders) if the Agent in its reasonable opinion deems this to be desirable. (e) The Agent may rely on the advice or services of any lawyers, accountants, tax advisers, surveyors or other expertsprofessional advisers or experts (whether obtained by the Agent or by any other Party) and shall not be liable for any damages, costs or losses to any person, any diminution in value or any liability whatsoever arising as a result of its so relying. (df) The Agent may act in relation to the Finance Documents through its personnel officers, employees and agentsagents and the Agent shall not: (i) be liable for any error of judgment made by any such person; or (ii) be bound to supervise, or be in any way responsible for any loss incurred by reason of misconduct, omission or default on the part, of any such person, unless such error or such loss was directly caused by the Agent's gross negligence or wilful misconduct. (eg) The Unless a Finance Document expressly provides otherwise the Agent may disclose to any other Party any information it reasonably believes it has received as agent under this Agreement. (fh) Without prejudice to the generality of paragraph (eg) above, the Agent Agent: (i) may disclose disclose; and (ii) on the written request of the Company or the Majority Lenders shall, as soon as reasonably practicable, disclose, the identity of a Defaulting Lender to the other Finance Parties and the Company and shall disclose the same upon the written request of the Company or the Majority LendersParties. (gi) Notwithstanding any other provision of any Finance Document to the contrary, none of the Agent or the Arranger MLABs is obliged to do or omit to do anything if it would would, or might in its reasonable opinion opinion, constitute a breach of any law or regulation or a breach of a fiduciary duty or duty of confidentiality. (hj) The Agent is may not obliged to disclose to any Finance Party any details of the rate notified to the Agent by any Lender or Base Alternative Reference Bank or the identity of any such Lender or Base Alternative Reference Bank for the purpose of paragraph (a)(ii) of Clause 14.2(a)(ii) 12.2 (Market Disruptiondisruption). (k) Notwithstanding any provision of any Finance Document to the contrary, the Agent is not obliged to expend or risk its own funds or otherwise incur any financial liability in the performance of its duties, obligations or responsibilities or the exercise of any right, power, authority or discretion if it has grounds for believing the repayment of such funds or adequate indemnity against, or security for, such risk or liability is not reasonably assured to it.

Rights and discretions. (a) The Facility Agent and each L/C Bank may rely on: (i) any representation, notice or document (including, without limitation, any notice given by a Lender pursuant to paragraph (b) or paragraph (c) of Clause 28.2 (Disenfranchisement on Debt Purchase Transactions entered into by Investor Affiliates)) believed by it to be genuine, correct and appropriately authorised; and (ii) any statement made by a director, authorised signatory or employee of any person regarding any matters which may reasonably be assumed to be within his knowledge or within his power to verify. (b) The Facility Agent may assume (unless it has received notice to the contrary in its capacity as agent for the Lenders) that: (i) no Default has occurred (unless it has actual knowledge of a Default arising under Clause 26.1 (Non-payment))occurred; (ii) any right, power, authority or discretion vested in any Party or the Majority Lenders has not been exercised;; and (iii) any notice or request made by the Company (other than a Utilisation RequestRequest or Selection Notice) is made on behalf of and with the consent and knowledge of all the Obligors; and (iv) no Notifiable Debt Purchase Transaction: (A) has been entered into; (B) has been terminated; or (C) has ceased to be with an Investor Affiliate. (c) The Facility Agent and each L/C Bank may engage, pay for and rely on the advice or services of any lawyers, accountants, surveyors or other experts.. 141 63529049_1 (d) The Facility Agent and each L/C Bank may act in relation to the Finance Documents through its personnel and agents. (e) The Facility Agent may execute on behalf of any L/C Bank, any Documentary Credit issued under this Agreement. (f) The Facility Agent and each L/C Bank may disclose to any other Party any information it reasonably believes it has received as agent under this Agreement. (fg) Without prejudice to the generality of paragraph (e) above, the Facility Agent may disclose the identity of a Defaulting Lender to the other Finance Parties and the Company and shall disclose the same upon the written request of the Company or the Majority Lenders. (gh) Notwithstanding any other provision of any Finance Document to the contrary, none of the Facility Agent or the Arranger Mandated Lead Arrangers, is obliged to do or omit to do anything if it would or might in its reasonable opinion constitute a breach of any law or regulation or a breach of a fiduciary duty or duty of confidentiality. (h) The Agent is not obliged to disclose to any Finance Party any details of the rate notified to the Agent by any Lender or Base Reference Bank or the identity of any such Lender or Base Reference Bank for the purpose of Clause 14.2(a)(ii) (Market Disruption).

Rights and discretions. (a) The Administrative Agent may rely onmay: (i) rely on any representation, communication, notice or document (including, without limitation, any notice given by a Lender pursuant to paragraph (b) or paragraph (c) of Clause 28.2 (Disenfranchisement on Debt Purchase Transactions entered into by Investor Affiliates)) believed by it to be genuine, correct and appropriately authorisedauthorized; (ii) assume that: (A) any instructions received by it from the Majority Noteholders any Finance Parties or any group of Finance Parties are duly given in accordance with the terms of the Note Documents; and (iiB) unless it has received written notice of revocation, that those instructions have not been revoked; and (iii) rely on a certificate from any statement made by a director, authorised signatory Person: (A) as to any matter of fact or employee of any person regarding any matters circumstance which may might reasonably be assumed expected to be within his the knowledge of that Person; or (B) to the effect that such Person approves of any particular dealing, transaction, step, action or within his power to verifything, as sufficient evidence that that is the case and, in the case of clause (iii)(A) above, may assume the truth and accuracy of that certificate. (b) The Administrative Agent may assume (unless it has received written notice to the contrary in its capacity as agent for the LendersFinance Parties) that: (i) no Default has occurred (unless it has actual knowledge of a an Event of Default arising under Clause 26.1 (Non-payment)Section 10.1); (ii) any right, power, authority or discretion vested in any Party or the Majority Lenders any group of Finance Parties has not been exercised;; and (iii) any notice or request made by the Company (other than a Utilisation Request) Borrower is made on behalf of and with the consent and knowledge of all the Obligors; and (iv) no Notifiable Debt Purchase Transaction: (A) has been entered into; (B) has been terminated; or (C) has ceased to be with an Investor Affiliate. (c) The Administrative Agent may engageengage (at the Borrower’s expense) the advice or services of any lawyers, pay for accountants, tax advisers, surveyors or other professional advisers or experts. (d) Without prejudice to the generality of clause (c) above or clause (e) below, the Administrative Agent may at any time engage (at the Borrower’s expense) the services of any lawyers to act as independent counsel to the Administrative Agent (and so separate from any lawyers instructed by the Noteholders) if the Administrative Agent in its reasonable opinion deems this to be desirable. (e) The Administrative Agent may rely on the advice or services of any lawyers, accountants, tax advisers, surveyors or other expertsprofessional advisers or experts (whether obtained by the Administrative Agent or by any other Party) and shall not be liable for any damages, costs or losses to any person, any diminution in value or any liability whatsoever arising as a result of its so relying. (df) The Administrative Agent may act in relation to the Finance Note Documents and the Collateral through its personnel officers, employees, delegate, receiver and agentsagents and shall not: (i) be liable for any error of judgment made by any such person; or (ii) be bound to supervise, or be in any way responsible for any loss incurred by reason of misconduct, omission or default on the part of any such person, unless such error or such loss was directly caused by the Administrative Agent’s gross negligence or willful misconduct as determined by a final non-appealable judgment of a court of competent jurisdiction. (eg) The Unless a Note Document expressly provides otherwise the Administrative Agent may disclose to any other Party any information it reasonably believes it has received as agent under this Agreementthe Note Documents. (f) Without prejudice to the generality of paragraph (e) above, the Agent may disclose the identity of a Defaulting Lender to the other Finance Parties and the Company and shall disclose the same upon the written request of the Company or the Majority Lenders. (gh) Notwithstanding any other provision of any Finance Note Document to the contrary, none of the Administrative Agent or the Arranger is not obliged to do or omit to do anything if it would or might might, in its reasonable opinion opinion, constitute a breach of any law or regulation or a breach of a fiduciary duty or duty of confidentiality. (hi) The Notwithstanding any provision of any Note Document to the contrary, the Administrative Agent is not obliged to disclose to expend or risk its own funds or otherwise incur any Finance Party any details financial liability in the performance of the rate notified to the Agent by any Lender its duties, obligations or Base Reference Bank responsibilities or the identity exercise of any right, power, authority or discretion if it has grounds for believing the repayment of such Lender funds or Base Reference Bank for the purpose of Clause 14.2(a)(ii) (Market Disruption)adequate indemnity against, or security for, such risk or liability is not reasonably assured to it.

Rights and discretions. (a) The Security Agent may rely onmay: (i) rely on any representation, communication, notice or document (including, without limitation, any notice given by a Lender pursuant to paragraph (b) or paragraph (c) of Clause 28.2 (Disenfranchisement on Debt Purchase Transactions entered into by Investor Affiliates)) believed by it to be genuine, correct and appropriately authorised; (ii) assume that: (1) any instructions received by it from the New 2025 Notes Security Instructing Group and Existing 2025 Notes Security Instructing Group, as applicable, any Creditors or any group of Creditors are duly given in accordance with the terms of the Debt Documents; (2) unless it has received notice of revocation, that those instructions have not been revoked; and (ii3) if it receives any statement made by instructions to act in relation to the Transaction Security, that all applicable conditions under the Debt Documents for so acting have been satisfied; and (iii) rely on a director, authorised signatory certificate from any person: (1) as to any matter of fact or employee of any person regarding any matters circumstance which may might reasonably be assumed expected to be within his the knowledge of that person; or (2) to the effect that such person approves of any particular dealing, transaction, step, action or within his power to verifything, as sufficient evidence that that is the case and, in the case of paragraph (A) above, may assume the truth and accuracy of that certificate. (b) The Security Agent may assume (unless it has received notice to the contrary in its capacity as agent security trustee for the LendersSecured Parties) that: (i) no Default has occurred (unless it has actual knowledge of a Default arising under Clause 26.1 (Non-payment))occurred; (ii) any right, power, authority or discretion vested in any Party or the Majority Lenders any group of Creditors has not been exercised;; and (iii) any notice or request made by the Company (other than a Utilisation Request) is made on behalf of and with the consent and knowledge of all the Obligors; and (iv) no Notifiable Debt Purchase Transaction: (A) has been entered into; (B) has been terminated; or (C) has ceased to be with an Investor AffiliateDebtors. (c) The Security Agent may engage, engage and pay for the advice or services of any lawyers, accountants, tax advisers, surveyors or other professional advisers or experts. (d) Without prejudice to the generality of paragraph (c) above or paragraph (e) below, the Security Agent may at any time engage and pay for the services of any lawyers to act as independent counsel to the Security Agent (and so separate from any lawyers instructed by any Creditor) if the Security Agent in its reasonable opinion deems this to be desirable. (e) The Security Agent may rely on the advice or services of any lawyers, accountants, tax advisers, surveyors or other expertsprofessional advisers or experts (whether obtained by the Security Agent or by any other Party) and shall not be liable for any damages, costs or losses to any person, any diminution in value or any liability whatsoever arising as a result of its so relying. (df) The Agent Security Agent, any Receiver and any Delegate may act in relation to the Finance Debt Documents and the Security Property through its personnel officers, employees and agentsagents and shall not: (i) be liable for any error of judgment made by any such person; or (ii) be bound to supervise, or be in any way responsible for any loss incurred by reason of misconduct, omission or default on the part of any such person, unless such error or such loss was directly caused by the Security Agent's, Xxxxxxxx's or Delegate's gross negligence or wilful misconduct. (eg) The Unless this Agreement expressly specifies otherwise, the Security Agent may disclose to any other Party any information it reasonably believes it has received as agent security trustee under this Agreement. (f) Without prejudice to the generality of paragraph (e) above, the Agent may disclose the identity of a Defaulting Lender to the other Finance Parties and the Company and shall disclose the same upon the written request of the Company or the Majority Lenders. (gh) Notwithstanding any other provision of any Finance Debt Document to the contrary, none of the Security Agent or the Arranger is not obliged to do or omit to do anything if it would would, or might in its reasonable opinion opinion, constitute a breach of any law or regulation or a breach of a fiduciary duty or duty of confidentiality. (hi) The Notwithstanding any provision of any Debt Document to the contrary, the Security Agent is not obliged to disclose to expend or risk its own funds or otherwise incur any Finance Party any details financial liability in the performance of the rate notified to the Agent by any Lender its duties, obligations or Base Reference Bank responsibilities or the identity exercise of any right, power, authority or discretion if it has grounds for believing the repayment of such Lender funds or Base Reference Bank for the purpose of Clause 14.2(a)(ii) (Market Disruption)adequate indemnity against, or security for, such risk or liability is not reasonably assured to it.

Rights and discretions. (a) The Agent may rely onmay: (i) rely on any representation, communication, notice or document (including, without limitation, any notice given by a Lender pursuant to paragraph (b) or paragraph (c) of Clause 28.2 (Disenfranchisement on Debt Purchase Transactions entered into by Investor Affiliates)) believed by it to be genuine, correct and appropriately authorised; (ii) assume that: (A) any instructions received by it from the Majority Lenders, any Lenders or any group of Lenders are duly given in accordance with the terms of the Finance Documents; and (iiB) unless it has received notice of revocation, that those instructions have not been revoked; and (iii) rely on a certificate from any statement made by a director, authorised signatory person: (A) as to any matter of fact or employee of any person regarding any matters circumstance which may might reasonably be assumed expected to be within his the knowledge of that person; or (B) to the effect that such person approves of any particular dealing, transaction, step, action or within his power to verifything, as sufficient evidence that that is the case and, in the case of paragraph (A) above, may assume the truth and accuracy of that certificate. (b) The Agent may assume (unless it has received notice to the contrary in its capacity as agent for the Lenders) that: (i) no Default has occurred (unless it has actual knowledge of a Default arising under Clause 26.1 19.1 (Non-payment)); (ii) any right, power, authority or discretion vested in any Party or the Majority any group of Lenders has not been exercised;; and (iii) any notice or request made by the Company Borrower (other than a Utilisation Request) is made on behalf of and with the consent and knowledge of all the Obligors; and (iv) no Notifiable Debt Purchase Transaction: (A) has been entered into; (B) has been terminated; or (C) has ceased to be with an Investor Affiliate. (c) The Agent may engage, engage and pay for the advice or services of any lawyers, accountants, tax advisers, surveyors or other professional advisers or experts. (d) Without prejudice to the generality of paragraph (c) above or paragraph (e) below, the Agent may at any time engage and pay for the services of any lawyers to act as independent counsel to the Agent (and so separate from any lawyers instructed by the Lenders) if the Agent in its reasonable opinion deems this to be necessary. (e) The Agent may rely on the advice or services of any lawyers, accountants, tax advisers, surveyors or other expertsprofessional advisers or experts (whether obtained by the Agent or by any other Party) and shall not be liable for any damages, costs or losses to any person, any diminution in value or any liability whatsoever arising as a result of its so relying. (df) The Agent may act in relation to the Finance Documents through its personnel officers, employees and agents. (eg) The Unless a Finance Document expressly provides otherwise the Agent may disclose to any other Party any information it reasonably believes it has received as agent under this Agreement. (f) Without prejudice to the generality of paragraph (e) above, the Agent may disclose the identity of a Defaulting Lender to the other Finance Parties and the Company and shall disclose the same upon the written request of the Company or the Majority Lenders. (gh) Notwithstanding any other provision of any Finance Document to the contrary, none of neither the Agent or nor the Arranger is obliged to do or omit to do anything if it would would, or might in its reasonable opinion opinion, constitute a breach of any law or regulation or a breach of a fiduciary duty or duty of confidentiality. (hi) The Notwithstanding any provision of any Finance Document to the contrary, the Agent is not obliged to disclose to expend or risk its own funds or otherwise incur any Finance Party any details financial liability in the performance of the rate notified to the Agent by any Lender its duties, obligations or Base Reference Bank responsibilities or the identity exercise of any right, power, authority or discretion if it has grounds for believing the repayment of such Lender funds or Base Reference Bank for the purpose of Clause 14.2(a)(ii) (Market Disruption)adequate indemnity against, or security for, such risk or liability is not reasonably assured to it.

Rights and discretions. (a) The Security Agent may rely onshall be entitled to: (i) rely on any representation, communication, notice or document (including, without limitation, any notice given by a Lender pursuant to paragraph (b) or paragraph (c) of Clause 28.2 (Disenfranchisement on Debt Purchase Transactions entered into by Investor Affiliates)) believed by it to be genuine, correct and appropriately authorised; (ii) assume that: (A) any instructions received by it from the Instructing Group, any Creditors, any Creditor Representative or any group of Creditors are duly given in accordance with the terms of the Debt Documents and are given by individuals that are authorized at such time to take specified actions pursuant to this Agreement, the Debt Documents or any related document; (B) unless it has received notice of revocation, that those instructions have not been revoked; and (iiC) if it receives any statement made by instructions to act in relation to the Transaction Security, that all applicable conditions under the Debt Documents for so acting have been satisfied; (iii) rely on a director, authorised signatory certificate from any person: (A) as to any matter of fact or employee of any person regarding any matters circumstance which may might reasonably be assumed expected to be within his the knowledge of that person; or (B) to the effect that such person approves of any particular dealing, transaction, step, action or within his power thing, as sufficient evidence that that is the case and, in the case of paragraph (A) above, may assume the truth and accuracy of that certificate; and (iv) conclusively rely (without independent confirmation, verification, inquiry or investigation of the contents thereof), as to verifythe truth of the statements and the correctness of certificates or opinions furnished to the Security Agent under this Agreement or any related document and may conclusively rely and shall be fully protected in acting upon any resolution, certificate, statement, instrument, opinion, notice, request, direction, consent, order, approval, bond or any other paper or document (including any of the foregoing delivered in electronic format) believed by it to be genuine and to have been signed or presented by the proper person or persons and the Security Agent need not investigate any statement, warranty or representation or any fact or matter stated in any such document and may conclusively rely as to the truth of the statements and the correctness of the opinions expressed therein. (b) The Security Agent may assume (unless it has received notice to the contrary in its capacity as agent Security Agent for the LendersSecured Parties) that: (i) no Default has occurred (unless it has actual knowledge of a Default arising under Clause 26.1 (Non-payment))occurred; (ii) any right, power, authority or discretion vested in any Party or the Majority Lenders any group of Creditors has not been exercised;; and (iii) any notice or request made by the Company (other than a Utilisation Request) Parent is made on behalf of and with the consent and knowledge of all the Obligors; and (iv) no Notifiable Debt Purchase Transaction: (A) has been entered into; (B) has been terminated; or (C) has ceased to be with an Investor AffiliateDebtors. (c) The Security Agent may engageengage the advice or services of any lawyers, pay for accountants, tax advisers, surveyors or other professional advisers or experts. (d) Without prejudice to the generality of paragraph (c) above or paragraph (e) below, the Security Agent may at any time engage the services of any lawyers to act as independent counsel to the Security Agent (and so separate from any lawyers instructed by any Primary Creditor) if the Security Agent in its reasonable opinion deems this to be desirable. (e) The Security Agent may rely on the advice or services of any lawyers, accountants, tax advisers, surveyors or other expertsprofessional advisers or experts (whether obtained by the Security Agent or by any other Party) and shall not be liable for any damages, costs or losses to any person, any diminution in value or any liability whatsoever arising as a result of its so relying. (df) The Agent Security Agent, any Receiver and any Delegate may act in relation to the Finance Debt Documents and the Security Property through its personnel officers, employees and agentsagents and shall not: (i) be liable for any error of judgment made by any such person; or (ii) be bound to supervise, or be in any way responsible for any loss incurred by reason of misconduct, omission or default on the part of any such person, unless such error or such loss was directly caused by the Security Agent’s, Receiver’s or Delegate’s gross negligence or wilful misconduct. (eg) The Unless this Agreement expressly specifies otherwise, the Security Agent may disclose to any other Party any information it reasonably believes it has received as agent Security Agent under this Agreement. (f) Without prejudice to the generality of paragraph (e) above, the Agent may disclose the identity of a Defaulting Lender to the other Finance Parties and the Company and shall disclose the same upon the written request of the Company or the Majority Lenders. (gh) Notwithstanding any other provision of any Finance Debt Document to the contrary, none of the Security Agent or the Arranger is not obliged to do or omit to do anything if it would would, or might in its reasonable opinion opinion, constitute a breach of any law or regulation or a breach of a fiduciary duty or duty of confidentialityconfidentiality or it is not provided for in this Agreement or the other Debt Documents. (hi) The Notwithstanding any provision of any Debt Document to the contrary, the Security Agent is not obliged to disclose expend or risk its own funds or otherwise incur any financial liability in the performance of its duties, obligations or responsibilities or the exercise of any right, power, authority or discretion if it has grounds for believing the repayment of such funds or adequate indemnity against, or security for, such risk or liability is not reasonably assured to it. (j) The Security Agent shall not be required to take any Finance Party action under this Agreement, the Debt Documents or any details related documents if taking such action (A) would subject the Security Agent to a tax in any jurisdiction where it is not then subject to a tax, or (B) would require the Security Agent to qualify to do business in any jurisdiction where it is not then so qualified. (k) Prior to taking any action under this Agreement or the relevant Debt Documents, as the case may be, the Security Agent may request and rely upon a certificate of the Parent and an opinion of counsel or opinion of another qualified expert, each at the Parent’s expense. (l) In no event shall the Security Agent be liable for any conversion rate notified to the Agent obtained by any Lender it (or Base Reference Bank or the identity of any such Lender or Base Reference Bank for the purpose of Clause 14.2(a)(iiits agent) (Market Disruption)under this Agreement.

Rights and discretions. (a) The Facility Agent, the Security Agent may rely onand the Issuing Bank may: (i) rely on any representation, notice or document (including, without limitation, any notice given by a Lender pursuant to paragraph (b) or paragraph (c) of Clause 28.2 29.2 (Disenfranchisement on Debt Purchase Transactions entered into by Investor Affiliates)Equity Investors) believed by it to be genuine, correct and appropriately authorisedauthorised (and shall have no duty to verify any signature on any document); (ii) assume that: (A) any instructions received by it from the Majority Lenders, any Lenders or any group of Lenders are duly given in accordance with the terms of the Finance Documents; and (iiB) unless it has received notice of revocation, that those instructions have not been revoked; and (iii) rely on a certificate from any statement made by a director, authorised signatory person: (A) as to any matter of fact or employee of any person regarding any matters circumstance which may might reasonably be assumed expected to be within his the knowledge of that person; or (B) to the effect that such person approves of any particular dealing, transaction, step, action or within his power to verifything, as sufficient evidence that that is the case and, in the case of paragraph (A) above, may assume the truth and accuracy of that certificate. (b) The Facility Agent and Security Agent may assume (unless it has received notice to the contrary in its capacity as agent for the LendersLenders or, as the case may be, as security agent or security trustee for the Secured Parties) that: (i) no Default has occurred (unless it has actual knowledge of a Default arising under Clause 26.1 27.1 (Non-payment)); (ii) any right, power, authority or discretion vested in any Party or the Majority Lenders has not been exercised; (iii) any notice or request made by the Company (other than a Utilisation RequestRequest or Selection Notice) is made on behalf of and with the consent and knowledge of all the Obligors; and (iv) no Notifiable Debt Purchase Transaction: (A) has been entered into; (B) has been terminated; or (C) has ceased to be with an Investor AffiliateEquity Investor. (c) The Facility Agent and Security Agent may engage, engage and pay for and rely on the advice or services of any lawyers, accountants, tax advisers, surveyors or other professional advisers or experts. (d) The Each of the Facility Agent and Security Agent may act in relation to the Finance Documents through its personnel officers, employees and agentsagents and the Facility Agent and Security Agent shall not: (i) be liable for any error of judgment made by any such person; or (ii) be bound to supervise, or be in any way responsible for, any loss incurred by reason of misconduct, omission or default on the part, of any such person, unless such error or such loss was directly caused by the Facility Agent’s gross negligence or wilful misconduct. (e) The Unless a Finance Document expressly provides otherwise the Facility Agent may disclose to any other Party any information it reasonably believes it has received as agent under this Agreement. (f) Without prejudice to the generality of paragraph (e) above, the Agent Facility Agent: (i) may disclose the identity of a Defaulting Lender to the other Finance Parties and the Company and shall disclose the same upon disclose; and (ii) on the written request of the Company or the Majority LendersLenders shall, as soon as reasonably practicable, disclose, the identity of a Defaulting Lender to the Company and to the other Secured Parties. (g) Notwithstanding any other provision of any Finance Document to the contrary, none of the Agent Facility Agent, the Security Agent, the Arranger or the Arranger Issuing Bank is obliged to do or omit to do anything if it would or might in its reasonable opinion opinion, constitute a breach of any law or regulation or a breach of a fiduciary duty or duty of confidentiality. (h) The Facility Agent is may not obliged to disclose to any Finance Secured Party any details of the rate notified to the Facility Agent by any Lender or Base Reference Bank or the identity of any such Lender or Base Reference Bank for the purpose of paragraph (a)(ii) of Clause 14.2(a)(ii) 15.2 (Market Disruptiondisruption). (i) Notwithstanding any provision of any Finance Document to the contrary, neither the Facility Agent nor the Security Agent is obliged to expend or risk its own funds or otherwise incur any financial liability in the performance of its duties, obligations or responsibilities or the exercise of any right, power, authority or discretion if it has reasonable grounds for believing the repayment of such funds or adequate indemnity against, or security for, such risk or liability is not reasonably assured to it.

Rights and discretions. (a) 31.6.1 The Agent may rely on:on:- (ia) any representation, notice or document (including, without limitation, any notice given by a Lender pursuant to paragraph (b) Clause 29.2.2 or paragraph (c) of Clause 28.2 (Disenfranchisement on Debt Purchase Transactions entered into by Investor Affiliates)29.2.3) believed by it to be genuine, correct and appropriately authorised; and (iib) any statement made by a director, authorised signatory or employee of any person regarding any matters which may reasonably be assumed to be within his knowledge or within his power to verify. (b) 31.6.2 The Agent may assume (unless it has received notice to the contrary in its capacity as agent for the Lenders) that:that:- (ia) no Default has occurred (unless it has actual knowledge of a Default arising under Clause Clauses 26.1 (Non-paymentpayment of principal), 26.2 (Non-payment of interest) or 26.3 (Non-payment of other amounts)); (iib) any right, power, authority or discretion vested in any Party or the Majority Lenders has not been exercised; (iiic) any notice or request made by the Company Parent (other than a Utilisation Request) Request is made on behalf of and with the consent and knowledge of all the Obligors; and (ivd) no Notifiable Debt Purchase Transaction:Transaction:- (Ai) has been entered into; (Bii) has been terminated; or (Ciii) has ceased to be with an Investor a Sponsor Affiliate. (c) 31.6.3 The Agent may engage, pay for and rely on the advice or services of any lawyers, accountants, surveyors or other experts. (d) 31.6.4 The Agent may act in relation to the Finance Documents through its personnel and agents. (e) 31.6.5 The Agent may disclose to any other Party any information it reasonably believes it has received as agent under this Agreement. (f) 31.6.6 Without prejudice to the generality of paragraph (e) Clause 31.6.5 above, the Agent may disclose the identity of a Defaulting Lender to the other Finance Parties and the Company Parent and shall disclose the same upon the written request of the Company Parent or the Majority Lenders. (g) 31.6.7 Notwithstanding any other provision of any Finance Document to the contrary, none of the Agent or the Arranger Arrangers is obliged to do or omit to do anything if it would or might in its reasonable opinion constitute a breach of any law or regulation or a breach of a fiduciary duty or duty of confidentiality. (h) 31.6.8 The Agent is not obliged to disclose to any Finance Party any details of the rate notified to the Agent by any Lender or Base Reference Bank or the identity of any such Lender or Base Reference Bank for the purpose of Clause 14.2(a)(ii) (Market Disruption14.2.1(b).