Common use of Rights and discretions Clause in Contracts

Rights and discretions. (a) The Security Agent may: (i) rely on any representation, communication, notice or document believed by it to be genuine, correct and appropriately authorised; (ii) assume that: (A) any instructions received by it from any Finance Parties or any group of Finance Parties in accordance with the terms of this Agreement or otherwise 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the terms of the Finance Documents; (B) unless it has received notice of revocation, that those instructions have not been revoked; and (C) if it receives any instructions to act in relation to the Transaction Security, that all applicable conditions under the Finance Documents for so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 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 (iii) (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 Security Agent for the Finance Parties) that: (i) no Default has occurred; and (ii) any right, power, authority or discretion vested in any Party or any group of Finance Parties has not been exercised. (c) The Security 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 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 Finance 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 professional advisers or experts (whether obtained by the Security Agent or by any other Party) and, except in the case of gross negligence or wilful misconduct of the Security Agent, 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 may act in relation to the Finance Documents and the Transaction Security through its officers, employees and agents 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. (g) Unless this Agreement expressly specifies otherwise, the Security Agent may disclose to any other Party any information it reasonably believes it has received as Security Agent under this Agreement. (h) Notwithstanding any other provision of any Finance Document to the contrary, the Security Agent 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. (i) Notwithstanding any provision of any Finance Document to the contrary, the Security 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 Common Security Agent may: (i) rely on any representation, communication, notice or document believed by it to be genuine, correct and appropriately authorised; (ii) assume that: (A) any instructions received by it from the Instructing Group, any Finance Parties Secured Creditors or any group of Finance Parties in accordance with the terms of this Agreement or otherwise Secured Creditors are duly given in accordance with the terms of the Finance Secured Documents; (B) unless it has received notice of revocation, that those instructions have not been revoked; and (C) if it receives any instructions to act in relation to the Transaction Security, that all applicable conditions under the Finance Secured Documents for so acting have been satisfied; and (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; oror‌ (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 (iii) (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 Security Agent security agent for the Finance PartiesSecured Creditors) that: (i) no Default has occurred; and (ii) any right, power, authority or discretion vested in any Party or any group of Finance Parties Secured Creditors has not been exercised. (c) The Common Security Agent may engage and pay for the advice or services of any lawyers, accountants, tax advisers, surveyors or other professional advisers or experts.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 Finance PartySecured 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 professional advisers or experts (whether obtained by the Common Security Agent or by any other Party) and, except in the case of gross negligence or wilful misconduct of the Security Agent, 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.relying.‌ (f) The Common Security Agent and any Delegate may act in relation to the Finance Secured Documents and the Transaction Security Assets through its officers, employees and agents 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 Common Security Agent’s or Delegate’s gross negligence or wilful misconduct. (g) Unless this Agreement expressly specifies otherwise, the Common Security Agent may disclose to any other Party (for the avoidance of doubt excluding any Noteholders) any information it reasonably believes it has received as Security Agent security agent under this Agreement. (h) The Company hereby unconditionally and irrevocably authorises the Common Security Agent to disclose information about the Company, the Security Assets and any member of the Group or the Secured Documents to any person that the Common Security Agent shall consider appropriate in connection with an Enforcement Action. (i) Notwithstanding any other provision of any Finance Secured Document to the contrary, the Common Security Agent 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. (ij) Notwithstanding any provision of any Finance Secured Document to the contrary, the Common Security 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) 25.7.1 The Security Agent may: (iA) rely on any representation, communication, notice or document believed by it to be genuine, correct and appropriately authorised; (iiB) assume that: (A1) any instructions received by it from the Majority Lenders, any Finance Parties Lender or any group of Finance Parties in accordance with the terms of this Agreement or otherwise Lenders are duly given in accordance with the terms of the Finance Documents;; and (B2) unless it has received notice of revocation, that those instructions have not been revoked; and (C) if it receives any 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 certificate from any person: (A1) as to any matter of fact or circumstance which might reasonably be expected to be within the knowledge of that person; oror‌ (B2) 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 (iii) (A1) above, may assume the truth and accuracy of that certificate. (b) 25.7.2 The Security Agent may assume (unless it has received notice to the contrary in its capacity as Security Agent agent for the Finance PartiesLenders) that: (iA) no Default has occurred; andoccurred (unless it has actual knowledge of a Default arising under Clause 22.1 (Non-payment)); (iiB) any right, power, authority or discretion vested in any Party or any group of Finance Parties Lenders has not been exercised; and (C) any notice or request made by the Company (other than a Utilisation Request or Selection Notice) is made on behalf of and with the consent and knowledge of all the Obligors. (c) 25.7.3 The Security Agent may engage and engage, pay for and rely on the advice or services of any lawyers, accountants, tax advisers, surveyors or other professional advisers or experts.experts.‌ (d) 25.7.4 Without prejudice to the generality of paragraph (c) above or paragraph (e) below25.7.3 above, 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 Partythe Lenders) if the Security Agent in its reasonable opinion deems this to be desirablenecessary. (e) 25.7.5 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, except in the case of gross negligence or wilful misconduct of the Security Agent, 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 may act in relation to the Finance Documents and the Transaction Security through its officers, employees and agents 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 misconductagents. (g) 25.7.6 Unless this Agreement a Finance Document expressly specifies provides otherwise, the Security Agent may disclose to any other Party any information it reasonably believes it has received as Security Agent agent under this AgreementAgreement.‌ 25.7.7 Without prejudice to the generality of paragraph 25.7.6 above, the Agent may disclose the identity of a Defaulting Lender to the other Finance Parties and the Company and shall promptly disclose the same upon the written request of the Company or the Majority Lenders. (h) 25.7.8 Notwithstanding any other provision of any Finance Document to the contrary, the Security Agent nor 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. (i) Notwithstanding any provision of any Finance Document to the contrary, the Security 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) 23.7.1 The Security Agent may: (ia) rely on any representation, communication, notice or document believed by it to be genuine, correct and appropriately authorised; (iib) assume that: (A) any instructions received by it from the Majority Lenders, any Finance Parties Lenders or any group of Finance Parties in accordance with the terms of this Agreement or otherwise 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 (C) if it receives any instructions to act in relation to the Transaction Security, that all applicable conditions under the Finance Documents for so acting have been satisfied; and (iiic) 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 (iii) (A) above, may assume the truth and accuracy of that certificate. (b) 23.7.2 The Security Agent may assume (unless it has received notice to the contrary in its capacity as Security Agent agent for the Finance PartiesLenders) that: (ia) no Default has occurred; andoccurred (unless it has actual knowledge of a Default arising under Clause 20.1 (Non-payment)); (iib) any right, power, authority or discretion vested in any Party or any group of Finance Parties Lenders has not been exercised; and c) any notice or request made by the Borrower (other than a Utilisation Request) is made on behalf of and with the consent and knowledge of the Guarantor. (c) 23.7.3 The Security Agent may engage and pay for the advice or services of any lawyers, accountants, tax advisers, surveyors or other professional advisers or experts. (d) 23.7.4 Without prejudice to the generality of paragraph (c) sub-clause 23.7.3 above or paragraph (e) sub-clause 23.7.5 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 Partythe Lenders) if the Security Agent in its reasonable opinion deems this to be desirablenecessary. (e) 23.7.5 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, except in the case of gross negligence or wilful misconduct of the Security Agent, 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) 23.7.6 The Security Agent may act in relation to the Finance Documents and the Transaction Security through its officers, employees and agents 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 misconductagents. (g) 23.7.7 Unless this Agreement a Finance Document expressly specifies otherwise, provides otherwise the Security Agent may disclose to any other Party any information it reasonably believes it has received as Security Agent agent under this Agreement. (h) Notwithstanding any other provision of any Finance Document 23.7.8 Without prejudice to the contrarygenerality of paragraph 23.7.7 above, the Security Agent 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. (i) Notwithstanding any provision of any Finance Document to the contrary, the Security 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.Agent: i may disclose; and

Rights and discretions. 6.8.1 The Investment Agent may rely on: (a) The Security Agent may: (i) rely on any representation, communicationwarranty, communication notice or document believed by it to be genuine, correct and appropriately authorised; (iib) assume that: (Ai) any instructions received by it from the Majority Participants, any Finance Parties Participants or any group of Finance Parties in accordance with the terms of this Agreement or otherwise Participants are duly given in accordance with the terms of the Finance Transaction Documents;; and (Bii) unless it has received notice of revocation, that those instructions have not been revoked; and (C) if it receives any instructions to act in relation to the Transaction Security, that all applicable conditions under the Finance Documents for so acting have been satisfied; and (iiic) rely on a certificate from any person: (Ai) as to any matter of fact or circumstance which might reasonably be expected to be within the knowledge of that person; or (Bii) 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 (iii) (Ai) above, may assume the truth and accuracy of that certificate. (b) 6.8.2 The Security Investment Agent may assume (unless it has received notice to the contrary in its capacity as Security Agent agent for the Finance PartiesParticipants) that: (ia) no Default has occurred; andoccurred (unless it has actual knowledge of a Default arising under clause 11.1 (Non-payment) of the Principal Agreement); (iib) no Transaction Document has been changed or amended; (c) no Transaction Security has become enforceable; (d) any right, power, authority or discretion vested in any Party or any group of Finance Parties Participants has not been exercised; and (e) any notice or request delivered or made by the Company (other than a Transaction Request) is made on behalf of and with the consent and knowledge of all the Obligors. (c) 6.8.3 The Security Investment Agent may engage and pay for the advice or services of any lawyers, accountants, tax advisers, surveyors or other professional advisers or experts. (d) 6.8.4 Without prejudice to the generality of paragraph (c) Clause 6.8.3 above or paragraph (e) Clause 6.8.5 below, the Security Investment Agent may at any time engage and pay for the services of any lawyers to act as independent counsel to the Security Investment Agent (and so separate from any lawyers instructed by any Finance Partythe Participants) if the Security Investment Agent in its reasonable opinion deems this to be desirable. (e) 6.8.5 The Security Investment 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 Investment Agent or by any other Party) and, except in the case of gross negligence or wilful misconduct of the Security Agent, 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) 6.8.6 The Security Investment Agent may act in relation to the Finance Transaction Documents and the Transaction Security through its officers, employees and agents and the Investment Agent shall not: (ia) be liable for any error of judgment made by any such person; or (iib) be bound to supervise, or be in any way responsible for any loss incurred by reason of misconduct, omission or default on the part part, of any such person, unless such error or such loss was directly caused by the Security Investment Agent’s gross negligence or wilful misconduct. (g) 6.8.7 Unless this Agreement a Transaction Document expressly specifies otherwise, provides otherwise the Security Investment Agent may disclose to any other Party and to any person engaged by it or through whom it acts in accordance with this Clause 6 any information it reasonably believes it has received as Security Agent agent under this Agreement. (h) 6.8.8 Notwithstanding any other provision of any Finance Transaction Document to the contrary, neither the Security Investment Agent nor 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. 6.8.9 The Investment Agent is not obliged to disclose to any Finance Party any details of the rate notified to the Investment Agent by any Participant or the identity of any such Participant for the purpose of clause 13 (iMarket Disruption) of the Principal Agreement. 6.8.10 Notwithstanding any provision of any Finance Transaction Document to the contrary, contrary neither the Security Investment Agent nor the Arranger 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) 10.10.1 The Security Agent may: (ia) rely on any representation, communication, notice or document believed by it to be genuine, correct and appropriately authorised; (iib) assume that: (Ai) any instructions received by it from any Finance the Investment Agent, Majority Participants, the Secured Parties or any group of Finance Secured Parties in accordance with the terms of this Agreement or otherwise are duly given in accordance with the terms of the Finance Documents; (Bii) unless it has received actual notice of revocation, that those instructions have not been revoked; and (Ciii) if it receives any instructions to act in relation to the Transaction Security, that all applicable conditions under the Finance Documents for so acting have been satisfied; and (iiic) rely on a certificate from any person: (Ai) as to any matter of fact or circumstance which might reasonably be expected to be within the knowledge of that person; or (Bii) 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 (iiiClause 10.10.1(c) (A) above, may assume the truth and accuracy of that certificate. (b) 10.10.2 The Security Agent shall be entitled to carry out all dealings with the Secured Parties through the Investment Agent and may give to the Investment Agent any notice or other communication required to be given by the Security Agent to the Secured Parties. 10.10.3 The Security Agent may assume (unless it has received notice to the contrary in its capacity as Security Agent for the Finance Secured Parties) that: (ia) no Default has occurred; and; (iib) any right, power, authority or discretion vested in any Secured Party or any group of Finance Secured Parties has not been exercised.; and (c) any notice or request made by the Company is made on behalf of and with the consent and knowledge of all the Obligors. 10.10.4 The Security Agent may engage and pay for the advice or services of any lawyers, accountants, tax advisers, surveyors or other professional advisers or experts. (d) 10.10.5 Without prejudice to the generality of paragraph (c) above Clause 10.10.4 or paragraph (e) belowClause 10.10.6, 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 Partythe Secured Parties and/or the Investment Agent) if the Security Agent in its reasonable opinion deems this to be desirable. (e) 10.10.6 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 Secured Party) and, except in the case of gross negligence or wilful misconduct of the Security Agent, and shall not be responsible or 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 may act in relation to the Finance Documents and the Transaction Security through its officers, employees and agents 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. (g) Unless this Agreement expressly specifies otherwise, the Security Agent may disclose to any other Party any information it reasonably believes it has received as Security Agent under this Agreement. (h) Notwithstanding any other provision of any Finance Document to the contrary, the Security Agent 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. (i) Notwithstanding any provision of any Finance Document to the contrary, the Security 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 Security Agent may: (i) rely on any representation, communication, notice or document believed by it to be genuine, correct and appropriately authorised; (ii) assume that: (A) any instructions received by it from the Instructing Group I, the Instructing Group II, any Finance Parties Creditor or any group of Finance Parties in accordance with the terms of this Agreement or otherwise Creditors are duly given in accordance with the terms of the Finance Debt Documents; (B) unless it has received notice of revocation, that those instructions have not been revoked; and (C) if it receives any instructions to act in relation to the Transaction Security, that all applicable conditions under the Finance Debt Documents for so acting have been satisfied; and (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 (iii) (A) above, may assume the truth and accuracy of that certificate. (b) The Each Security Agent may assume (unless it has received notice to the contrary in its capacity as security trustee for (x) in respect of Security Agent for I, the Finance PartiesSecured Parties I, and (y) in respect of Security Agent II, the Secured Parties II) that: (i) no Default has occurred; and; (ii) any right, power, authority or discretion vested in any Party or any group of Finance Parties Creditors has not been exercised; and (iii) any notice made by a Debtor is made on behalf of and with the consent and knowledge of all the Debtors. (c) The Each Security 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 paragraph (c) above or paragraph (e) below, the each Security Agent may at any time engage and pay for the services of any lawyers to act as independent counsel to the that Security Agent (and so separate from any lawyers instructed by any Finance PartyCreditor) if the that Security Agent in its reasonable opinion deems this to be desirable. (e) The Each 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 that Security Agent or by any other Party) and, except in the case of gross negligence or wilful misconduct of the Security Agent, 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 Any Security Agent Agent, any Receiver and any Delegate may act in relation to the Finance Debt Documents and the Transaction Security Property relating to it through its officers, employees and agents and shall not: (i) be liable for any error of judgment 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 that Security Agent’s 's, Xxxxxxxx's or Delegate's gross negligence or wilful misconduct. (g) Unless this Agreement Deed expressly specifies otherwise, the each Security Agent may disclose to any other Party any information it reasonably believes it has received as Security Agent security trustee under this AgreementDeed. (h) Notwithstanding any other provision of any Finance Debt Document to the contrary, the each Security Agent is not obliged to do or omit to do anything if it would, or might might, in its reasonable opinion, constitute a breach of any law or regulation or a breach of a fiduciary duty or duty of confidentiality. (i) Notwithstanding any provision of any Finance Debt Document to the contrary, the each Security 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) 20.6.1 The Security Facility Agent maymay rely on: (i) rely on 20.6.1.1 any representation, communication, notice or document believed by it to be genuine, correct and appropriately authorised; (ii) 20.6.1.2 assume that: (Aa) any instructions received by it from the Majority Lenders, any Finance Parties Lenders or any group of Finance Parties in accordance with the terms of this Agreement or otherwise Lenders are duly given in accordance with the terms of the Finance Documents;; and (Bb) unless it has received notice of revocation, that those instructions have not been revoked; and (C) if it receives any 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) 20.6.1.3 rely on a certificate from any person: (Aa) as to any matter of fact or circumstance which might reasonably be expected to be within the knowledge of that person; oror 62 (Bb) 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 (iii) (A) aboveXxxxxx ‎20.6.1.3(a), may assume the truth and accuracy of that certificate. (b) 20.6.2 The Security Facility Agent may assume (unless it has received notice to the contrary in its capacity as Security Agent for the Finance Partiesagent) that: (i) 20.6.2.1 no Default has occurred; andoccurred (unless it has actual knowledge of a Default arising under Clause ‎19.2 (Non-payment)); (ii) 20.6.2.2 any right, power, authority or discretion vested in any Party or any group of Finance Parties Lenders has not been exercised; and 20.6.2.3 any notice or request made by the Parent is made on behalf of and with the consent and knowledge of all the Obligors. (c) 20.6.3 The Security Facility Agent may engage and pay for the advice or services of any lawyers, accountants, tax advisers, surveyors or other professional advisers or experts. (d) 20.6.4 Without prejudice to the generality of paragraph (c) Clause ‎20.6.3 above or paragraph (e) Clause ‎20.6.5 below, the Security Facility Agent may at any time engage and pay for the services of any lawyers to act as independent counsel to the Security Facility Agent (and so separate from any lawyers instructed by any Finance Partythe Lenders) if the Security Facility Agent in its reasonable opinion deems this to be desirablenecessary. (e) 20.6.5 The Security Facility 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 Facility Agent or by any other Party) and, except in the case of gross negligence or wilful misconduct of the Security Agent, 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) 20.6.6 The Security Facility Agent may act in relation to the Finance Documents and the Transaction Security through its officers, employees and agents 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 misconductagents. (g) 20.6.7 Unless this Agreement a Finance Document expressly specifies otherwise, provides otherwise the Security Facility Agent may disclose to any other Party any information it reasonably believes it has received as Security Agent agent under this Agreement. (h) 20.6.8 Notwithstanding any other provision of any Finance Document to the contrary, the Security Facility Agent 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. (i) 20.6.9 Notwithstanding any provision of any Finance Document to the contrary, the Security Facility 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 Common Security Agent may: (i) rely on any representation, communication, notice or document believed by it to be genuine, correct and appropriately authorised; (ii) assume that: (A) any instructions received by it from the Instructing Group, any Finance Parties Secured Creditors or any group of Finance Parties in accordance with the terms of this Agreement or otherwise Secured Creditors are duly given in accordance with the terms of the Finance Secured Documents; (B) unless it has received notice of revocation, that those instructions have not been revoked; and (C) if it receives any instructions to act in relation to the Transaction Security, that all applicable conditions under the Finance Secured Documents for so acting have been satisfied; and (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 (iii) (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 Security Agent security agent for the Finance PartiesSecured Creditors) that: (i) no Default has occurred; and (ii) any right, power, authority or discretion vested in any Party or any group of Finance Parties Secured Creditors has not been exercised. (c) The Common Security 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 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 Finance PartySecured 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 professional advisers or experts (whether obtained by the Common Security Agent or by any other Party) and, except in the case of gross negligence or wilful misconduct of the Security Agent, 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 Common Security Agent and any Delegate may act in relation to the Finance Secured Documents and the Transaction Security Assets through its officers, employees and agents 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 Common Security Agent’s or Delegate’s gross negligence or wilful misconduct. (g) Unless this Agreement expressly specifies otherwise, the Common Security Agent may disclose to any other Party (for the avoidance of doubt excluding any Noteholders) any information it reasonably believes it has received as Security Agent security agent under this Agreement. (h) The Company hereby unconditionally and irrevocably authorises the Common Security Agent to disclose information about the Company, the Security Assets and any member of the Group or the Secured Documents to any person that the Common Security Agent shall consider appropriate in connection with an Enforcement Action. (i) Notwithstanding any other provision of any Finance Secured Document to the contrary, the Common Security Agent 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. (ij) Notwithstanding any provision of any Finance Secured Document to the contrary, the Common Security 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 Security Agent may: (i) rely conclusively rely, and shall be fully protected in acting or refraining from acting, on any resolution, certificate, statement, instrument, opinion, report, request, consent, order, approval, representation, communication, notice or other paper or document believed by it to be genuine, correct genuine and appropriately authorisedto have been signed or presented by the proper party or parties; (ii) assume that: (A) any instructions received by it from the Majority Lenders, any Finance Parties Party or any group of Finance Parties in accordance with the terms of this Agreement or otherwise are duly given in accordance with the terms of the Finance DocumentsDocuments and are given by individuals that are authorized at such time to take such specified actions; (B) unless it has received notice of revocation, that those instructions have not been revoked; and (C) if it receives any 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 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 (iii) (A) above, may assume the truth and accuracy of that certificate. (biv) The Security Agent may assume (unless it a Responsible Officer of the Security Agent has received written notice to the contrary in its capacity as Security Agent for the Finance Partiescontrary) that: (iA) no Default or Event of Default has occurred; and; (iiB) any right, power, authority or discretion vested in any Party or any group of Finance Parties has not been exercised; and (C) any notice made by the Borrower is made on behalf of and with the consent and knowledge of the Obligors. (cb) The Security 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 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 Finance 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 professional advisers or experts (whether obtained by the Security Agent or by any other Party) and, except in the case of gross negligence or wilful misconduct of the Security Agent, 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 may act in relation to the Finance Documents and the Transaction Security through its officers, employees and agents 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. (gd) Unless this Agreement expressly specifies otherwise, the Security Agent may disclose to any other Party any information it reasonably believes it has received as Security Agent under this Agreement. (he) Notwithstanding any other provision of any Finance Document to the contrary, the Security Agent 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 (it being understood and agreed that the Security Agent has no fiduciary duty under, or in connection with, any Finance Document) or duty of confidentiality. (if) Notwithstanding any provision of any Finance Document to the contrary, the Security 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 or pre-funding satisfactory to it against, or security for, such risk or liability is not reasonably assured to it. (i) The Security Agent shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, entitlement order, approval or other paper or document. (g) Prior to taking any action under this Agreement or the relevant Finance Documents, as the case may be, the Security Agent may reasonably request, and conclusively rely upon without incurring any liability for acting upon such reliance thereon, a certificate of the Parent and an opinion of counsel or opinion of another qualified expert, each at the Parent’s expense. (h) In order to comply with the laws, rules, regulations and executive orders in effect from time to time applicable to banking institutions, including, without limitation, those relating to the funding of terrorist activities and money laundering, including Section 326 of the Patriot Act (“Applicable Law”), the Security Agent is required to obtain, verify, record and update certain information relating to individuals and entities which maintain a business relationship with the Security Agents. Accordingly, each of the parties agree to provide to the Security Agent upon its request from time to time such identifying information and documentation as may be available for such party in order to enable the Security Agent to comply with Applicable Law. (i) In no event shall the Security Agent be liable for any failure or delay in the performance of its obligations hereunder because of circumstances beyond the Security Agent’s control, including, but not limited to acts of God, flood, war (whether declared or undeclared), terrorism, fire, riot, strikes or work stoppages for any reason, embargo, government action, including any laws, ordinances, regulations or the like which restrict or prohibit the providing of the services contemplated by this Agreement, inability to obtain material, equipment, or communications or computer facilities, or the failure of equipment or interruption of communications or computer facilities, and other causes beyond the Security Agent’s control whether or not of the same class or kind as specifically named above. (j) The Security Agent shall not be required to take any action under this Agreement or any other Finance Document 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 (provided that in each case it shall notify the Agent as soon as reasonably practicable of any such circumstance that prevents it taking such action).

Rights and discretions. (a) The UK Security Agent Trustee may: (i) rely on any representation, communication, notice or document believed by it to be genuine, correct and appropriately authorisedauthorized; (ii) assume that: (A) any instructions received by it from the Administrative Agent, any Finance Secured Parties or any group of Finance Secured Parties in accordance with the terms of this Agreement or otherwise are duly given in accordance with the terms of the Finance Loan Documents; (B) unless it has received notice of revocation, that those instructions have not been revoked; and (C) if it receives any instructions to act in relation to the Transaction SecurityUK Collateral, that all applicable conditions under the Finance Loan Documents for so acting have been satisfied; and (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 (iii) (A) above, may assume the truth and accuracy of that certificate. (b) The UK Security Trustee shall be entitled to carry out all dealings with the Secured Parties through the Administrative Agent and may give to the Administrative Agent any notice or other communication required to be given by the UK Security Trustee to the Secured Parties. (c) The UK Security Trustee may assume (unless it has received notice to the contrary in its capacity as Security Agent security trustee for the Finance Secured Parties) that: (i) no Potential Default or Event of Default has occurred; and (ii) any right, power, authority or discretion vested in any Party party, any Secured Parties or any group of Finance Secured Parties has not been exercised. (cd) The UK Security Agent Trustee may engage and pay for the advice or services of any lawyers, accountants, tax advisers, surveyors or other professional advisers or experts. (de) Without prejudice to the generality of paragraph (cd) above or paragraph (ef) below, the UK Security Agent Trustee may at any time engage and pay for the services of any lawyers to act as independent counsel to the UK Security Agent Trustee (and so separate from any lawyers instructed by any Finance Partyother Lender) if the UK Security Agent Trustee in its reasonable opinion deems this to be desirable. (ef) The UK Security Agent Trustee may rely on the advice or services of any lawyers, accountants, tax advisers, surveyors or other professional advisers or experts (whether obtained by the UK Security Agent Trustee or by any other Partyparty) and, except in the case of gross negligence or wilful misconduct of the Security Agent, 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. (fg) The UK Security Agent Trustee, any receiver and any delegate may act in relation to the Finance Loan Documents and the Transaction Security UK Collateral through its officers, employees and agents 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 UK Security Agent’s Trustee's, receiver's or delegate's gross negligence or wilful willful misconduct. (gh) Unless this Agreement expressly specifies otherwise, the UK Security Agent Trustee may disclose to any other Party party any information it reasonably believes it has received as Security Agent security trustee under this Agreement. (hi) Notwithstanding any other provision of any Finance Loan Document to the contrary, the UK Security Agent Trustee 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 any fiduciary duty or duty of confidentiality. (ij) Notwithstanding any provision of any Finance Loan Document to the contrary, the UK Security Agent Trustee 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 Security Agent may: (i) rely on any representation, communication, notice or document believed by it to be genuine, correct and appropriately authorised; (ii) assume that: (A) any instructions received by it from the Instructing Group, any Finance Parties Creditors or any group of Finance Parties in accordance with the terms of this Agreement or otherwise Creditors are duly given in accordance with the terms of the Finance Debt Documents; (B) unless it has received notice of revocation, that those instructions have not been revoked; and (C) if it receives any instructions to act in relation to the Transaction Security, that all applicable conditions under the Finance Debt Documents for so acting have been satisfied; and (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 (iii) (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 Security Agent security agent for the Finance Secured Parties) that: (i) no Default has occurred; and; (ii) any right, power, authority or discretion vested in any Party or any group of Finance Parties Creditors has not been exercised; and (iii) any notice made by the Company is made on behalf of and with the consent and knowledge of all the Debtors. (c) The Security 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 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 Finance PartyPrimary 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, except in the case of gross negligence or wilful misconduct of the Security Agent, 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 Agent, any Receiver and any Delegate may act in relation to the Finance Debt Documents and the Transaction Security Property through its officers, employees and agents 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 's, Receiver's or Delegate's gross negligence or wilful misconduct. (g) Unless this Agreement expressly specifies otherwise, the Security Agent may disclose to any other Party any information it reasonably believes it has received as Security Agent security agent under this Agreement. (h) Notwithstanding any other provision of any Finance Debt Document to the contrary, the Security Agent 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. (i) Notwithstanding any provision of any Finance Debt Document to the contrary, the Security 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 Security Each Administrative Agent may: (i) rely on any representation, communication, notice or document 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 Lender or any group of Finance Parties in accordance with the terms of this Agreement or otherwise 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 (C) if it receives any 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 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 (iii) (A) above, may assume the truth and accuracy of that certificate. (b) The Security Each Administrative Agent may assume (unless it has received notice to the contrary in its capacity as Security Agent agent for the Finance PartiesLenders) that: (i) no Default has occurred; and; (ii) any right, power, authority or discretion vested in any Party or any group of Finance Parties Lenders has not been exercised; and (iii) any notice or request made by any Obligor (other than a Utilisation Request) is made on behalf of and with the consent and knowledge of all Obligors. (c) The Security Each Administrative 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 paragraph (c) above or paragraph (e) below, the Security each Administrative Agent may at any time engage and pay for the services of any lawyers to act as independent counsel to the Security that Administrative Agent (and so separate from any lawyers instructed by any Finance Partythe Lenders) if the Security Administrative Agent in its reasonable opinion deems this to be desirablenecessary. (e) The Security Each Administrative 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 Administrative Agent or by any other Party) and, except in the case of gross negligence or wilful misconduct of the Security Agent, 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 Each Administrative Agent may act in relation to the Finance Documents and the Transaction Security through its officers, employees and agents 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 misconductagents. (g) Unless this Agreement expressly specifies otherwise, the Security Each Administrative Agent may disclose to any other Party any information it reasonably believes it has received as Security Agent agent under this Agreement. (h) Notwithstanding any other provision of any Finance Document to the contrary, the Security no Administrative Agent or 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. (i) Notwithstanding any provision of any Finance Document to the contrary, the Security no Administrative 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 Security Each Agent may: (i) rely on any representation, communication, notice or document believed by it to be genuine, correct and appropriately authorised; (ii) assume that: (A) any instructions received by it receives from the Majority Lenders, any Finance Parties Party or any group of Finance Parties in accordance with the terms of this Agreement or otherwise 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 (Ciii) if it receives any instructions to act in relation without prejudice to the Transaction Securitygenerality of paragraph (ii) above, that all applicable conditions under the Finance Documents for so acting have been satisfied; and (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 the 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 (iii) (A) above, may assume the truth and accuracy of that certificate. (b) The Security Each Agent may assume (unless it has received notice to the contrary in its capacity as Security Agent for the Finance Parties) Agent), that: (i) no Default has occurred; andoccurred (unless, in the case of the Facility Agent, it has actual knowledge of a Default arising under Clause 22.2 (Non-payment)); (ii) any right, power, authority or discretion vested in any Party or any group of Finance Parties has not been exercised; and (iii) any notice or request made by the Company (other than a Utilisation Request or Selection Notice) is made on behalf of and with the consent and knowledge of all the Obligors. (c) The Security Each Agent may engage and engage, pay for and rely on the advice or services of any lawyers, accountants, tax advisers, surveyors surveyors, experts or other professional advisers or expertsselected by it (including those representing a Party other than that Agent). (d) Without prejudice to the generality of paragraph (c) above or paragraph (e) below, the Security each Agent may at any time engage and pay for the services of any lawyers to act as independent counsel to the Security that Agent (and so separate from any lawyers instructed by any Finance Partythe Lenders) if the Security Agent that Agent, in its reasonable opinion opinion, deems this to be desirablenecessary. (e) The Security Each 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 that Agent or by any other Party) and, except in the case of gross negligence or wilful misconduct of the Security Agent, shall and will not be liable for any damagescost, costs loss or losses to liability whatsoever any person, person incurs or any diminution in value or any liability whatsoever arising as a result of its that Agent so relying. (f) The Security Agent Each Administrative Party may act in relation to the Finance Documents and the Transaction Security through its officers, employees officers and agents 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 misconductagents. (g) Unless this Agreement expressly specifies Except where a Finance Document, specifically provides otherwise, the Security each Agent may disclose to any other Party any information it reasonably believes it has received as Security Agent under this Agreementthe Finance Document. (h) Notwithstanding any other provision of any Finance Document to the contrary, the Security Agent : (i) no Administrative Party is not obliged to do or omit to do anything (including disclosing any information) if it wouldwould or might, or might in its reasonable opinion, constitute a breach of any law or regulation or a breach of a fiduciary duty or a duty of confidentialityconfidentiality or be otherwise actionable by any person, and (ii) an Administrative Party may do anything which, in its opinion, is necessary or desirable to comply with any law or regulation. (i) Notwithstanding any other provision of any Finance Document to the contrary, the Security Agent no Administrative Party 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 those funds or adequate indemnity against, or security for, such that risk or liability is not reasonably assured to it.

Rights and discretions. (a) 14.7.1 The Security Agent Trustee may: (ia) rely on any representation, communication, certificate, notice or document believed by it to be genuine, correct and appropriately authorised; (iib) assume that: (Ai) any instructions received by it from any Finance Parties or any group of Finance Parties in accordance with the terms of this Agreement or otherwise Agent are duly given in accordance with the terms of the Finance Transaction Documents; (Bii) unless it has received actual notice of revocationrevocation from the Agent, that those instructions have not been revoked; and (Ciii) if it receives any instructions to act in relation to the Transaction SecuritySecurity created under the Security Documents, that all applicable conditions under the Finance Transaction Documents for so acting have been satisfied; and (iiic) rely on a certificate from any person: (Ai) as to any matter of fact or circumstance which might reasonably be expected to be within the knowledge of that person; or (Bii) 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 (iii) (Ac)(i) above, may assume the truth and accuracy of that certificate. (b) 14.7.2 The Security Trustee shall be entitled to carry out all dealings with the Lenders through the Agent and may assume (unless it has received notice give to the contrary in its capacity as Agent any notice or other communication required to be given by the Security Agent for Trustee to the Finance Parties) that: (i) no Default has occurred; and (ii) any right, power, authority or discretion vested in any Party or any group of Finance Parties has not been exercisedLenders. (c) 14.7.3 The Security Agent Trustee may engage and pay for the advice or services of any lawyers, accountants, tax advisers, surveyors or other professional advisers or expertsexperts and will not be liable for acting or refraining from acting on such advice. (d) 14.7.4 Without prejudice to the generality of paragraph (c) sub-clause 14.7.3 above or paragraph (e) sub-clause 14.7.5 below, the Security Agent Trustee may at any time engage and pay for the services of any lawyers to act as independent counsel to the Security Agent Trustee (and so separate from any lawyers instructed by any Finance Party) if the Security Agent in its reasonable opinion Trustee deems this to be desirable. (e) 14.7.5 The Security Agent Trustee 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 Trustee or by any other Party) and, except in the case of gross negligence or wilful misconduct of the Security Agent, 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) 14.7.6 The Security Agent Trustee, any Receiver and any Delegate may act in relation to the Finance Transaction Documents and the Transaction Security Collateral through its officers, employees and agents and shall not: (ia) be liable for any error of judgment made by any such person; or (iib) 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 AgentTrustee’s, Receiver’s or Delegate’s gross negligence or wilful misconductdefault. (g) 14.7.7 Unless this Agreement a Transaction Document expressly specifies otherwise, the Security Agent Trustee may disclose to any other Party any information it reasonably believes it has received as Security Agent Trustee under this Agreementthe Transaction Documents. (h) 14.7.8 Notwithstanding any other provision of any Finance Transaction Document to the contrary, the Security Agent Trustee 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 any fiduciary duty or duty of confidentiality. (i) 14.7.9 Notwithstanding any provision of any Finance Transaction Document to the contrary, the Security Agent Trustee 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. (a) Where in this Deed or in any other Transaction Document (i) the Security Trustee is referred to as acting “reasonably” or in a “reasonable” manner or as coming to an opinion or determination that is “reasonable” or (ii) any item or evidence is required to be to the Security Trustee’s “satisfaction” or “satisfactory” to the Security Trustee (or any similar or analogous wording is used) this shall mean the Security Trustee acting, or coming to an opinion or determination on the instructions of the Agent and that the Security Trustee shall be under no obligation to determine the reasonableness of such instructions or whether in giving such instructions the Agent is acting in a reasonable manner. (b) The Parties to this Deed acknowledge and agree that notwithstanding anything to the contrary in any Transaction Document the Agent is entitled to all the protections contained in, and on the terms set out in the Facility Agreement. (a) To the extent applicable and notwithstanding any other provision of this Agreement or any other Transaction Document the Security Trustee may in its discretion and without any consent or authority from the other Secured Parties or the relevant Obligor by notice in accordance with the Security Documents (which notice shall be irrevocable) elect to give up the right to exercise (or refrain from exercising) voting rights and other rights and powers in respect of the Collateral; (b) The other Secured Parties unconditionally waive any rights they may otherwise have to require the Security Trustee not to make an election in paragraph (a) above or to require the Security Trustee to indemnify, compensate or otherwise make them good for any losses, costs or liabilities incurred by any of them in relation to or as a consequence of the Security Trustee making such election. (c) The parties hereto acknowledge that in order to help the United States government fight the funding of terrorism and money laundering activities, pursuant to Federal regulations that became effective on October 1, 2003 (Section 326 of the USA PATRIOT Act) all financial institutions are required to obtain, verify, record and update information that identifies each person establishing a relationship or opening an account. The parties to this agreement agree that it will provide to the Security Trustee such information as it may request, from time to time, in order for the Security Trustee to satisfy the requirements of the USA PATRIOT Act, including but not limited to the name, address, tax identification number and other information that will allow it to identify the individual or entity who is establishing the relationship or opening the account and may also ask for formation documents such as articles of incorporation or other identifying documents to be provided. (d) Any corporation into which the Security Trustee may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, conversion or consolidation to which the Security Trustee shall be a party, or any corporation succeeding to all or substantially all the corporate trust or agency business of the Security Trustee, shall be the successor of the Security Trustee hereunder; provided that such corporation shall be otherwise eligible under this clause to act as a successor Security Trustee, without the execution or filing of any paper or any further act on the part of any of the parties hereto. In the event that the Security Trustee is required to acquire title to an asset, or take any managerial action of any kind in regard thereto, in order to perform any obligation under any Transaction Document, which in the Security Trustee’s sole determination may cause the Security Trustee to incur potential liability under any environmental law, the Security Trustee reserves the right, instead of taking such action, to resign as the Security Trustee.

Rights and discretions. (a) The Security Agent may: (i) rely on any representation, communication, notice or document believed by it to be genuine, correct and appropriately authorised; (ii) assume that: (A) any instructions received by it from the Instructing Group, any Finance Parties Creditors or any group of Finance Parties in accordance with the terms of this Agreement or otherwise Creditors are duly given in accordance with the terms of the Finance Debt Documents; (B) unless it has received notice of revocation, that those instructions have not been revoked; and (C) if it receives any instructions to act in relation to the Transaction Security, that all applicable conditions under the Finance Debt Documents for so acting have been satisfied; and (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 (iii) (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 Security Agent security agent for the Finance Secured Parties) that: (i) no Default has occurred; and; (ii) any right, power, authority or discretion vested in any Party or any group of Finance Parties Creditors has not been exercised; and (iii) any notice made by the Company is made on behalf of and with the consent and knowledge of all the Debtors. (c) The Security 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 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 Finance PartyPrimary 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, except in the case of gross negligence or wilful misconduct of the Security Agent, 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 Agent, any Receiver and any Delegate may act in relation to the Finance Debt Documents and the Transaction Security Property through its officers, employees and agents 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 's, Receiver's or Delegate's gross negligence or wilful misconduct. (g) Unless this Agreement expressly specifies otherwise, the Security Agent may disclose to any other Party any information it reasonably believes it has received as Security Agent security agent under this Agreement. (h) Notwithstanding any other provision of any Finance Debt Document to the contrary, the Security Agent 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. (i) Notwithstanding any provision of any Finance Debt Document to the contrary, the Security 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. (aA) The Security Agent may: (i1) rely on any representation, communication, notice or document believed by it to be genuine, correct and appropriately authorised; (ii2) assume that: (Aa) any instructions received by it from the Majority Lenders, any Finance Parties Lenders or any group of Finance Parties in accordance with the terms of this Agreement or otherwise Lenders are duly given in accordance with the terms of the Finance Documents;; and (Bb) unless it has received notice of revocation, that those instructions have not been revoked; and (C) if it receives any instructions to act in relation to the Transaction Security, that all applicable conditions under the Finance Documents for so acting have been satisfied; and (iii3) rely on a certificate from any person: (Aa) as to any matter of fact or circumstance which might reasonably be expected to be within the knowledge of that person; or (Bb) 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 (iii) (Aa) above, may assume the truth and accuracy of that certificate. (bB) The Security Agent may assume (unless it has received notice to the contrary in its capacity as Security Agent agent for the Finance PartiesLenders) that: (i1) no Default has occurred; andoccurred (unless it has actual knowledge of a Default arising under Clause 28.1 (Non-payment)); (ii2) any right, power, authority or discretion vested in any Party or any group of Finance Parties Lenders has not been exercised; and (3) 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. (cC) The Security Agent may engage and pay for the advice or services of any lawyers, accountants, tax advisers, surveyors or other professional advisers or experts. (dD) Without prejudice to the generality of paragraph (cC) above or paragraph (eE) 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 Partythe Lenders) if the Security Agent in its reasonable opinion deems this to be desirablenecessary. (eE) 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, except in the case of gross negligence or wilful misconduct of the Security Agent, 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 may act in relation to the Finance Documents and the Transaction Security through its officers, employees and agents agents. Further, the Agent may at any time appoint (and subsequently remove) any person to act on its behalf if it considers that appointment to be in the interests of the Finance Parties for the purposes of conforming to any legal requirement or for obtaining or enforcing any judgement in any jurisdiction, and the Agent shall not: (i1) be liable for any error of judgment made by any such person; or (ii2) be bound to supervise, or be in any way responsible for 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. (gF) Unless this Agreement a Finance Document expressly specifies otherwise, provides otherwise the Security Agent may disclose to any other Party any information it reasonably believes it has received as Security Agent agent under this Agreement. (hG) Without prejudice to the generality of paragraph (F) above, the Agent: (1) may disclose; and (2) 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 Company and to the other Finance Parties. (H) Notwithstanding any other provision of any Finance Document to the contrary, neither the Security Agent nor any Mandated Lead 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. (iI) Notwithstanding any provision of any Finance Document to the contrary, the Security 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 and the Security Agent may: (i) rely on any representation, communication, notice or document 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 Lenders or any group of Finance Parties in accordance with the terms of this Agreement or otherwise 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 (C) if it receives any 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 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 (iii) (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 Security Agent agent or security agent for the Finance PartiesParties (as applicable)) that: (i) no Default has occurredoccurred (unless it has actual knowledge of a Default arising under Clause 20.1 (Non-payment)); and (ii) any right, power, authority or discretion vested in any Party or any group of Finance Parties Lenders has not been exercised. (c) The Each of the Agent and the Security 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 paragraph (c) above or paragraph (e) below, 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 any Finance Partythe Lenders) if the Agent or Security Agent (as applicable) in its reasonable opinion deems this to be desirable. (e) The Each of the Agent and 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 Agent or by the Security Agent or by any other Party) and, except in the case of gross negligence or wilful misconduct of the Security Agent, 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, unless directly caused by its gross negligence or wilful misconduct. (f) The Agent and the Security Agent may act in relation to the Finance Documents and the Transaction Security through its their officers, employees and agents and the Agent and the 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 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. (g) Unless this Agreement a Finance Document expressly specifies otherwise, provides otherwise the Agent and the Security Agent may disclose to any other Party any information it reasonably believes it has received as Security Agent agent or security agent under this Agreement. (h) Without prejudice to the generality of paragraph (g) above, the Agent: (i) may 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. (i) Notwithstanding any other provision of any Finance Document to the contrary, none of the Agent, the Arrangers or the Security Agent 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. (ij) Notwithstanding any provision of any Finance Document to the contrary, neither the Agent nor the Security 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 Security Agent may: (i) rely on any representation, communication, notice or document 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 Lenders or any group of Finance Parties in accordance with the terms of this Agreement or otherwise 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 (C) if it receives any 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 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 (iii) (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 Security Agent agent for the Finance PartiesLenders) that: (i) no Default has occurred; andoccurred (unless it has actual knowledge of a Default arising under Clause 21.1 (Non-payment)); (ii) any right, power, authority or discretion vested in any Party or any group of Finance Parties Lenders has not been exercised; and (iii) any notice or request made by the Borrower is made on behalf of and with the consent and knowledge of all the Obligors. (c) The Security 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 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 Finance Partythe Lenders) 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, except in the case of gross negligence or wilful misconduct of the Security Agent, 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 may act in relation to the Finance Documents and the Transaction Security through its officers, employees and agents 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 of, any such person, unless such error or such loss was directly caused by the Security Agent’s gross negligence or wilful misconduct. (g) Unless this Agreement a Finance Document expressly specifies otherwise, provides otherwise the Security Agent may disclose to any other Party any information it reasonably believes it has received as Security Agent agent under this Agreement. (h) Notwithstanding any other provision of any Finance Document to the contrary, the Security Agent 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. (i) Notwithstanding any provision of any Finance Document to the contrary, the Security 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.