Common use of Rights and Powers Clause in Contracts

Rights and Powers. Each Agent shall, in connection with its services hereunder: 11.1.1 except as ordered by a court of competent jurisdiction or otherwise required by law and regardless of any notice of ownership, trust or any other interest therein, any writing on the Certificate relating to any Security by any person (other than a duly executed form of transfer), treat the registered Holder of any Security as its absolute owner for all purposes (whether or not it is overdue and notwithstanding any notice of ownership or writing on it or any notice of previous loss or theft of it) and make payments thereon accordingly; 11.1.2 assume that the terms of the Global Certificate and each Individual Certificate as issued are correct; 11.1.3 be protected and shall incur no liability for or in respect of any action taken, omitted or suffered in reliance upon any telephone, facsimile, e-mail communication, instruction or document which it believes to be genuine and is from a person purporting to be (and whom the Agent believes in good faith to be) the authorised representative of the Issuer, as sufficient instructions and authority of the Issuer for the Agent to act. The Agent shall be under no duty to inquire into or investigate the validity, accuracy or content of any such communication, instruction or document; and 11.1.4 engage and consult, at the expense of the Issuer, with any lawyers or other experts or other professional advisers selected by it whose advice or services it considers necessary and rely upon any advice so obtained (and such Agent and each of their respective directors, officers, employees and duly appointed agents shall be protected and shall not be liable in respect of any action taken, or permitted or omitted to be taken, or suffered to be taken, in accordance with such advice and in good faith).

Rights and Powers. Each Paying Agent shallmay, in connection with its services hereunder: 11.1.1 except as ordered by a court of competent jurisdiction or otherwise required by law and regardless of any notice of ownership, trust or any other interest therein, any writing on the Certificate relating thereon or any notice of any previous loss or theft thereof, but subject to any Security sub-clause 7.1.1 (Payments by any person (other than a duly executed form of transferPaying Agents), treat the registered Holder holder of any Security each Global Note, Definitive Note as its absolute owner for all purposes (whether or not it is overdue and notwithstanding any notice of ownership or writing on it or any notice of previous loss or theft of it) and make payments thereon accordingly; 11.1.2 assume that the terms of the each Global Certificate Note and each Individual Certificate Definitive Note as issued are correct; 11.1.3 be protected and shall incur no liability for or in respect refer any question relating to the ownership of any action taken, omitted Global Note or suffered any Definitive Note or the adequacy or sufficiency of any evidence supplied in reliance connection with the replacement of any Global Note or any Definitive Note to the Issuer for determination by the Issuer and rely upon any telephonedetermination so made; 11.1.4 rely and upon the terms of any notice, facsimile, e-mail communication, instruction communication or other document which believed by it believes to be genuine and is from a person purporting to be (and whom the Agent believes in good faith to be) the authorised representative of the Issuer, as sufficient instructions and authority of the Issuer for the Agent to act. The Agent shall be under no duty to inquire into or investigate the validity, accuracy or content of any such communication, instruction or document; andgenuine; 11.1.4 engage and consult, 11.1.5 at the expense of the Issuer, with which expenses shall be reasonable, engage the advice or services of any lawyers or other experts or other professional advisers selected by it whose advice or services it considers necessary and rely upon any advice so obtained (and such Paying Agent and each of their respective directors, officers, employees and duly appointed agents shall be protected and shall not be liable incur no liability as against the Issuer in respect of any action taken, or permitted or omitted to be taken, or suffered to be taken, in accordance with such advice and in good faith); 11.1.6 not be required to advance, expend or risk its own funds, including but not limited to any Additional Amounts, or otherwise incur or become exposed to any liability, financial or otherwise in the performance of its duties hereunder; and 11.1.7 not in any event be responsible or liable for special, indirect or consequential loss or damage of any kind whatsoever (including, but not limited to, loss of profit) incurred by the Issuer other than a result of such Paying Agent’s fraud or gross negligence, irrespective of whether such Paying Agent has been advised of the likelihood of such loss or damage and regardless of the form of action.

Rights and Powers. Each Agent shall, in connection with its services hereunder: 11.1.1 except as ordered by a court of competent jurisdiction or otherwise required by law and regardless of any notice of ownership, trust or any other interest therein, any writing on the Note Certificate relating to any Security Note by any person (other than a duly executed form of transfer), treat the registered Holder of any Security Note as its absolute owner for all purposes (whether or not it is overdue and notwithstanding any notice of ownership or writing on it or any notice of previous loss or theft of it) and make payments thereon accordingly; 11.1.2 assume that the terms of the Global Note Certificate and each Individual Note Certificate as issued are correct; 11.1.3 be protected and shall incur no liability for or in respect of any action taken, omitted or suffered in reliance upon any telephone, facsimile, e-mail communication, instruction or document which it believes to be genuine and is from a person purporting to be (and whom the Agent believes in good faith to be) the authorised representative of the Issuer, as sufficient instructions and authority of the Issuer for the Agent to act. The Agent shall be under no duty to inquire into or investigate the validity, accuracy or content of any such communication, instruction or document; and 11.1.4 engage and consult, at the expense of the Issuer, with any lawyers or other experts or other professional advisers selected by it whose advice or services it considers necessary and rely upon any advice so obtained (and such Agent and each of their respective directors, officers, employees and duly appointed agents shall be protected and shall not be liable in respect of any action taken, or permitted or omitted to be taken, or suffered to be taken, in accordance with such advice and in good faith).

Rights and Powers. Each Agent shalland in relation to Clauses 10.1(d) and 10.1(e), the Agent Bank may, in connection with its services hereunder: 11.1.1 except (a) subject to Clause 6.1(a) (Payments in respect of the Class A Notes), treat the holder of any Note Certificate as ordered by a court of competent jurisdiction or otherwise required by law and its absolute owner for all purposes (regardless of any notice of ownership, trust or any other interest therein, any writing on the Certificate relating to any Security by any person (other than a duly executed form of transfer), treat the registered Holder of any Security as its absolute owner for all purposes (whether or not it is overdue and notwithstanding any notice of ownership or writing on it thereon or any notice of any previous loss or theft of itthereof) and make payments thereon accordingly, except as ordered by a court of competent jurisdiction or otherwise required by law; 11.1.2 (b) assume that the terms of the each Global Certificate Note and each Individual Certificate Definitive Note as issued are correct; 11.1.3 be protected and shall incur no liability for or in respect (c) refer any question relating to the ownership of any action takenof the Notes or the adequacy or sufficiency of any evidence supplied in connection with the replacement, omitted transfer or suffered in reliance exchange of any of the Definitive Notes to the Issuer for determination by the Issuer and rely upon any telephonedetermination so made; (d) rely upon the terms of any notice, facsimile, e-mail communication, instruction or other document which believed by it believes to be genuine and is genuine; (e) treat a telephone, facsimile or e-mail communication from a person purporting to be (and whom the such Agent believes in good faith to be) the authorised representative of the Issuer, as sufficient instructions and authority of the Issuer for the such Agent to act. The act (and such Agent shall be under protected and shall incur no duty liability for or in respect of action taken, omitted or suffered in reliance upon any instruction, request or order from the Issuer or any document which it reasonably believes to inquire into be genuine and to have been delivered by the proper party or investigate parties or upon written instructions from the validity, accuracy or content Issuer); (f) engage the services of any such communication, instruction lawyers or document; and 11.1.4 engage and consult, other professional advisers at the expense of the Issuer, with any lawyers or other experts or other professional advisers selected by it Issuer whose advice or services it considers necessary and rely upon any advice so obtained whether or not liability in relation thereto is limited by reference to a monetary cap, methodology or otherwise (and such Agent and each of their respective directors, officers, employees and duly appointed agents shall be protected and shall not be liable incur no liability to the Issuer in respect of any action taken, or omitted, or permitted or omitted to be taken, taken or suffered to be takenomitted, in accordance with such advice and in good faithadvice); (g) take any action or to refuse to take any action which such Agent regards as necessary for such Agent to comply with any applicable law, regulation or fiscal requirement, or the rules, operating procedures or market practice of any relevant stock exchange or other market or clearing system.

Rights and Powers. Each Agent shallmay, in connection with its services hereunder: 11.1.1 except (a) subject to Clause 7.1(a) (Payments in respect of the Notes ), treat the registered holder of any Note Certificate as ordered by a court of competent jurisdiction or otherwise required by law and its absolute owner for all purposes (regardless of any notice of ownership, trust or any other interest therein, any writing on the Certificate relating to any Security by any person (other than a duly executed form of transfer), treat the registered Holder of any Security as its absolute owner for all purposes (whether or not it is overdue and notwithstanding any notice of ownership or writing on it thereon or any notice of any previous loss or theft of itthereof) and make payments thereon accordingly, except as ordered by a court of competent jurisdiction or otherwise required by law; 11.1.2 (b) assume that the terms of the Global Certificate and each Individual Note Certificate as issued are correct; 11.1.3 be protected and shall incur no liability for or in respect (c) refer any question relating to the ownership of any action takenof the Notes or the adequacy or sufficiency of any evidence supplied in connection with the replacement, omitted transfer or suffered in reliance exchange of any of the Note Certificates to the Issuer or the Note Trustee for determination by the Issuer or the Note Trustee, as applicable, and rely upon any determination so made; (d) rely upon the terms of any notice, communication or other document believed by it to be genuine; (e) treat a telephone, facsimile, e-mail communication, instruction facsimile or document which it believes to be genuine and is email communication from a person purporting to be (and whom the such Agent believes in good faith to be) the authorised representative of the Issuer, as sufficient instructions and authority of the Issuer for the such Agent to act. The Agent shall be under no duty to inquire into or investigate ; (f) engage the validity, accuracy or content services of any such communication, instruction or document; and 11.1.4 engage and consult, at the expense of the Issuer, with any lawyers or other experts or other professional advisers selected by it (at the Issuer’s expense) whose advice or services it considers necessary and rely upon any advice so obtained (and such Agent and each of their respective directors, officers, employees and duly appointed agents shall be protected and shall not be liable incur no liability to the Issuer in respect of any action taken, or permitted or omitted to be taken, or suffered to be taken, in accordance with such advice and in good faithadvice); and (g) take any action or to refuse to take any action which such Agent regards as necessary for such Agent to comply with any applicable law, regulation or fiscal requirement, or the rules, operating procedures or market practice of any relevant stock exchange or other market or clearing system or where conflicting, unclear or equivocal instructions are received.

Rights and Powers. Each Agent shallmay, in connection with its services hereunder: 11.1.1 (a) except as ordered by a court of competent jurisdiction or otherwise required by law and regardless of any notice of ownership, trust or any other interest therein, any writing on the Certificate relating to any Security Note by any person (other than a duly executed form of transfer) or any notice of any previous loss or theft thereof, but subject to sub-clause 8.1(a) (Payments by the Fiscal Agent), treat the registered Holder holder of any Security Note as its absolute owner for all purposes (whether or not it is overdue and notwithstanding any notice of ownership or writing on it or any notice of previous loss or theft of it) and make payments thereon accordingly; 11.1.2 (b) assume that the terms of the each Global Certificate Note and each Individual Note Certificate as issued are correct; 11.1.3 be protected (c) conclusively rely upon and shall incur no be fully protected against any liability for or in respect acting on the terms of any action takennotice, omitted certificate, instruction, communication or suffered other document reasonably believed by it (acting in reliance upon any telephone, facsimile, e-mail communication, instruction or document which it believes good faith) to be genuine and is from a person purporting the proper party. In the event that such Agent receives conflicting, unclear or equivocal instructions, such Agent shall not be required to be (take any action until such instructions have been resolved or clarified to its satisfaction and whom the Agent believes shall not be or become liable in good faith any way to be) the authorised representative of the Issuer, as sufficient instructions and authority of the Issuer any person for the Agent any failure to act. The Agent shall be under no duty to inquire into or investigate the validity, accuracy or content of comply with any such communicationconflicting, instruction unclear or documentequivocal instructions; and 11.1.4 engage and consult(d) engage, at the expense Issuer’s expense, following consultation with the Issuer (in respect of expenses only) unless such consultation is prohibited by applicable law or regulation and where reasonably practicable, the Issuer, with advice or services of any lawyers or other experts or other professional advisers selected by it whose advice or services it reasonably considers necessary and rely upon any advice so obtained (and such Agent and each of their respective directors, officers, employees and duly appointed agents shall be fully protected and shall not be liable incur no liability as against the Issuer in respect of any action taken, or permitted or omitted to be taken, or suffered to be taken, in accordance with such advice and in good faith).

Rights and Powers. Each Agent shallmay, in connection with its services hereunder: 11.1.1 (a) except as ordered by a court of competent jurisdiction or otherwise as required by law and regardless of any notice of ownership, trust or any other interest therein, any writing on the Certificate relating to any Security by any person (other than a duly executed form of transfer), treat the registered Holder of any Security as its absolute owner for all purposes (whether or not it is the relevant Note shall be overdue and notwithstanding any notice of ownership to the contrary or writing on it shown thereon or any notice of previous loss or theft or of ittrust or other interest therein) be entitled to treat the person registered in the Register as the absolute owner of such Note for all purposes and make payments thereon accordinglyaccordingly provided that where the Registrar has notified the Issuer of the presentation or surrender of any Note in accordance with Clause (c), it shall not make payment thereon until so instructed by the Issuer; 11.1.2 assume that (b) rely upon the terms of the Global Certificate and each Individual Certificate as issued are correctany notice, communication or other document believed by it to be genuine; 11.1.3 be protected and shall incur no liability for or in respect of any action taken, omitted or suffered in reliance upon any telephone, facsimile, e-mail communication, instruction or document which it believes to be genuine and is from a person purporting to be (and whom the Agent believes in good faith to bec) the authorised representative of the Issuer, as sufficient instructions and authority of the Issuer for the Agent to act. The Agent shall be under no duty to inquire into or investigate the validity, accuracy or content of any such communication, instruction or document; and 11.1.4 engage and consultengage, at the expense of the IssuerIssuer (pursuant to Clause 14.2 (Front-end expenses)), with the advice or services of any lawyers or other experts or other professional advisers selected by it whose advice or services it considers necessary and rely upon any advice so obtained (and such Agent and each of their respective directors, officers, employees and duly appointed agents shall be protected and shall not be liable incur no liability as against the Issuer in respect of any action taken, or permitted or omitted to be taken, or suffered to be taken, in accordance with such advice except to the extent that such liability arises out of any fraud, wilful default or negligence on the part of any such Agent or its officers, directors or employees); (d) assume that the terms of each Note Certificate as issued are correct; (e) refer any question relating to the ownership of any Note or the adequacy or sufficiency of any evidence supplied in connection with the replacement, transfer or exchange of any Note Certificate to the Issuer for determination by the Issuer and conclusively rely upon any determination so made; and (f) whenever in good the administration of this Paying Agency and Agent Bank Agreement it shall deem it desirable that a matter be proved or established prior to taking, suffering or omitting any action hereunder, in the absence of bad faith), fraud or negligence on its part, accept a certificate signed by any person duly authorised on behalf of the Issuer as to any fact or matter prima facie within the knowledge of the Issuer as sufficient evidence thereof.

Rights and Powers. Each Agent shalland in relation to Clauses 10.1(d), 10.1(e), 10.1(g), 10.1(h) and 10.1(i) the Agent Bank may, in connection with its services hereunder: 11.1.1 except (a) subject to Clause 6.1(a), treat the holder of a Note as ordered by a court of competent jurisdiction or otherwise required by law and its absolute owner for all purposes (regardless of any notice of ownership, trust or any other interest therein, any writing on the Certificate relating to any Security by any person (other than a duly executed form of transfer), treat the registered Holder of any Security as its absolute owner for all purposes (whether or not it is overdue and notwithstanding any notice of ownership or writing on it thereon or any notice of any previous loss or theft of itthereof) and make payments thereon accordingly, except as ordered by a court of competent jurisdiction or otherwise required by law; 11.1.2 (b) assume that the terms of the each Global Certificate Note and each Individual Certificate Definitive Note as issued are correct; 11.1.3 be protected and shall incur no liability for or in respect (c) refer any question relating to the ownership of any action takenof the Notes or the adequacy or sufficiency of any evidence supplied in connection with the replacement, omitted transfer or suffered in reliance exchange of any of the Definitive Notes to the Issuer for determination by the Issuer ( based on information supplied to it by the Registrar) and rely upon any telephonedetermination so made; (d) rely upon the terms of any notice, facsimile, e-mail communication, instruction or other document which believed by it believes to be genuine and is genuine; (e) treat a telephone, facsimile or e-mail communication from a person purporting to be (and whom the such Agent believes in good faith to be) the authorised representative of the Issuer, Issuer as sufficient instructions and authority of the Issuer for the such Agent to act. The act (and such Agent shall be under protected and shall incur no duty liability for or in respect of action taken, omitted or suffered in reliance upon any instruction, request or order from the Issuer or any document whic h it reasonably believes to inquire into be genuine and to have been delivered by the proper party or investigate parties or upon written instructions from the validity, accuracy or content Issuer); (f) engage the services of any such communication, instruction lawyers or document; and 11.1.4 engage and consult, other professional advisers at the expense of the Issuer, with any lawyers or other experts or other professional advisers selected by it Issuer whose advice or services it considers necessary and rely upon any advice so obtained whether or not liability in relation thereto is limited by reference to a monetary cap, methodology or otherwise (and such Agent and each of their respective directors, officers, employees and duly appointed agents shall be protected and shall not be liable incur no liability to the Issuer in respect of any action taken, or omitted, or permitted or omitted to be taken, taken or suffered to be takenomitted, in accordance with such advice advice); (g) take any action or to refuse to take any action which such Agent regards as necessary for such Agent to comply with any applicable law, regulation or fiscal requirement, or the rules, operating procedures or market practice of any relevant stock exchange or other market or clearing system; (h) notwithstanding anything else herein contained, refrain without liability from doing anything that would or might in its opinion be contrary to any law of any state or jurisdiction (including but not limited to the United States of America or any jurisdiction forming a part of it and England & Wales) or any directive or regulation of any agency of any such state or jurisdiction and may without liability do anything which is, in good faith)its opinion, necessary to comply with any such law, directive or regulation; and (i) do nothing, without liability, if conflicting, unclear or equivocal instructions are received or in order to comply with any Applicable Law.

Rights and Powers. Each Agent shallmay, in connection with its services hereunder: 11.1.1 12.1.1 except as ordered by a court of competent jurisdiction or otherwise as required by law and regardless of any notice of ownership, trust or any other interest therein, any writing on the Certificate relating to any Security by any person (other than a duly executed form of transfer), treat the registered Holder of any Security as its absolute owner for all purposes (whether or not it is the relevant Note shall be overdue and notwithstanding any notice of ownership to the contrary or writing on it shown thereon or any notice of previous loss or theft or of ittrust or other interest therein) be entitled to treat the person registered in the Register as the absolute owner of such Note for all purposes and make payments thereon accordinglyaccordingly provided that where the Registrar has notified the Issuer of the presentation or surrender of any Note in the circumstances contemplated in Clause 8.1.3 (Payments by the Paying Agents), the relevant Agent shall not make payment thereon until so instructed by the Issuer; 11.1.2 assume that 12.1.2 rely upon and shall be protected against liability for so acting on the terms of the Global Certificate and each Individual Certificate as issued are correct; 11.1.3 be protected and shall incur no liability for any notice, communication or in respect of any action taken, omitted or suffered in reliance upon any telephone, facsimile, e-mail communication, instruction or other document which believed by it believes to be genuine and is from a person purporting to be (and whom the Agent believes in good faith to be) the authorised representative of the Issuer, as sufficient instructions and authority of the Issuer for the Agent to act. The Agent shall be under no duty to inquire into or investigate the validity, accuracy or content of any such communication, instruction or document; andproper party; 11.1.4 engage and consult12.1.3 engage, at the expense of the IssuerIssuer (the Issuer to pay such expenses if properly incurred) (pursuant to Clause 11.2 (Front-end expenses)), with the advice or services of any lawyers or other experts or other professional advisers selected by it whose advice or services it considers necessary and rely upon any advice so obtained in good faith (and such Agent and each of their respective directors, officers, employees and duly appointed agents shall be protected and shall not be liable incur no liability as against the Issuer in respect of any action taken, or permitted or omitted to be taken, or suffered to be taken, in accordance with such advice except to the extent that such liability arises out of any fraud, wilful default or gross negligence on the part of any such Agent or its officers, directors or employees); 12.1.4 assume that the terms of each Note Certificate as issued are correct; 12.1.5 refer any question relating to the ownership of any Note or the adequacy or sufficiency of any evidence supplied in connection with the replacement, transfer or exchange of any Note Certificate to the Issuer for determination by the Issuer and conclusively rely upon any determination so made; and 12.1.6 whenever in good faith)the administration of this Paying Agency and Agent Bank Agreement it shall deem it desirable that a matter be proved or established prior to taking, suffering or omitting any action hereunder, in the absence of wilful default, fraud or gross negligence on its part, accept a certificate signed by any person duly authorised on behalf of the Issuer as to any fact or matter prima facie within the knowledge of the Issuer as sufficient evidence thereof.

Rights and Powers. Each Agent shallmay, in connection with its services hereunder: 11.1.1 except (a) subject to Subclause 7.1(a) (Payments in respect of the Notes), treat the holder of any Note Certificate as ordered by a court of competent jurisdiction or otherwise required by law and its absolute owner for all purposes (regardless of any notice of ownership, trust or any other interest therein, any writing on the Certificate relating to any Security by any person (other than a duly executed form of transfer), treat the registered Holder of any Security as its absolute owner for all purposes (whether or not it is overdue and notwithstanding any notice of ownership or writing on it thereon or any notice of any previous loss or theft of itthereof) and make payments thereon accordingly, except as ordered by a court of competent jurisdiction or otherwise required by law; 11.1.2 (b) assume that the terms of the Global Certificate Note and each Individual Certificate Registered Definitive Note as issued are correct; 11.1.3 (c) refer any question relating to the ownership of any of the Notes or the adequacy or sufficiency of any evidence supplied in connection with the replacement, transfer or exchange of any of the Note Certificates to the Issuer for determination by the Issuer and rely upon any determination so made; (d) rely upon the terms of any notice, communication, instruction or other document believed by it to be genuine, and shall be protected and shall incur no liability for or in respect of any action taken, omitted or suffered in reliance upon any such notice, communication or other document; (e) do nothing, without liability, if conflicting, unclear or equivocal instructions are received or in order to comply with any Applicable Law or Regulation; (f) treat a telephone, facsimile, e-mail communication, instruction facsimile or document which it believes to be genuine and is email communication from a person purporting to be (and whom the such Agent believes in good faith to be) the authorised representative of the Issuer, as sufficient instructions and authority of the Issuer for the such Agent to act. The Agent shall be under no duty to inquire into or investigate the validity, accuracy or content of any such communication, instruction or document; and; 11.1.4 engage and consult(g) engage, at the expense cost of the Issuer, with the services of any lawyers or other experts or other professional advisers selected by it whose advice or services it considers necessary and rely upon any advice advice, opinion, report or certificate so obtained (and such Agent and each of their respective directors, officers, employees and duly appointed agents shall be protected and shall not be liable incur no liability to the Issuer and any other person in respect of any action taken or not taken, or permitted or omitted to be taken, taken or suffered to be not taken, in accordance with such advice and in good faithopinion, report or certificate); and (h) take any action or refuse to take any action which such Agent regards as necessary for such Agent to comply with any applicable law, regulation or fiscal requirement, or the rules, operating procedures or market practice of any relevant stock exchange or other market or clearing system.

Rights and Powers. Each Agent shalland in relation to Clauses 10.1(d), 10.1(e), 10.1(g), 10.1(h) and 10.1(i) the Agent Bank may, in connection with its services hereunder: 11.1.1 except (a) subject to Clause 6.1(a) (Payments in respect of the Class A Notes), treat the holder of any Note Certificate as ordered by a court of competent jurisdiction or otherwise required by law and its absolute owner for all purposes (regardless of any notice of ownership, trust or any other interest therein, any writing on the Certificate relating to any Security by any person (other than a duly executed form of transfer), treat the registered Holder of any Security as its absolute owner for all purposes (whether or not it is overdue and notwithstanding any notice of ownership or writing on it thereon or any notice of any previous loss or theft of itthereof) and make payments thereon accordingly, except as ordered by a court of competent jurisdiction or otherwise required by law; 11.1.2 (b) assume that the terms of the each Global Certificate Note and each Individual Certificate Definitive Note as issued are correct; 11.1.3 be protected and shall incur no liability for or in respect (c) refer any question relating to the ownership of any action takenof the Notes or the adequacy or sufficiency of any evidence supplied in connection with the replacement, omitted transfer or suffered in reliance exchange of any of the Definitive Notes to the Issuer for determination by the Issuer and rely upon any telephonedetermination so made; (d) rely upon the terms of any notice, facsimile, e-mail communication, instruction or other document which believed by it believes to be genuine and is genuine; (e) treat a telephone, facsimile or e-mail communication from a person purporting to be (and whom the such Agent believes in good faith to be) the authorised representative of the Issuer, Issuer as sufficient instructions and authority of the Issuer for the such Agent to act. The act (and such Agent shall be under protected and shall incur no duty liability for or in respect of action taken, omitted or suffered in reliance upon any instruction, request or order from the Issuer or any document which it reasonably believes to inquire into be genuine and to have been delivered by the proper party or investigate parties or upon written instructions from the validity, accuracy or content Issuer); (f) engage the services of any such communication, instruction lawyers or document; and 11.1.4 engage and consult, other professional advisers at the expense of the Issuer, with any lawyers or other experts or other professional advisers selected by it Issuer whose advice or services it considers necessary and rely upon any advice so obtained whether or not liability in relation thereto is limited by reference to a monetary cap, methodology or otherwise (and such Agent and each of their respective directors, officers, employees and duly appointed agents shall be protected and shall not be liable incur no liability to the Issuer in respect of any action taken, or omitted, or permitted or omitted to be taken, taken or suffered to be takenomitted, in accordance with such advice advice); (g) take any action or to refuse to take any action which such Agent regards as necessary for such Agent to comply with any applicable law, regulation or fiscal requirement, or the rules, operating procedures or market practice of any relevant stock exchange or other market or clearing system; (h) notwithstanding anything else herein contained, refrain without liability from doing anything that would or might in its opinion be contrary to any law of any state or jurisdiction (including but not limited to the United States of America or any jurisdiction forming a part of it and England & Wales) or any directive or regulation of any agency of any such state or jurisdiction and may without liability do anything which is, in good faith)its opinion, necessary to comply with any such law, directive or regulation; and (i) do nothing, without liability, if conflicting, unclear or equivocal instructions are received or in order to comply with any Applicable Law.

Rights and Powers. Each Warrant Agent shallmay, in connection with its services hereunder: 11.1.1 10.1.1 except as ordered by a court of competent jurisdiction or otherwise required by law and regardless of any notice of ownership, trust or any other interest therein, any writing on the Warrant Certificate relating to any Security Warrant by any person (other than a duly executed form of transfer)) or any previous loss or theft thereof, treat the registered Holder of any Security Warrant as its absolute owner for all purposes (whether or not it is overdue and notwithstanding any notice of ownership or writing on it or any notice of previous loss or theft of it) and make payments thereon accordingly; 11.1.2 10.1.2 assume that the terms of the Global Warrant Certificate and each Individual Warrant Certificate as issued are correct; 11.1.3 be protected and shall incur no liability for or in respect of any action taken, omitted or suffered in reliance upon any telephone, facsimile, e-mail communication, instruction or document which it believes to be genuine and is from a person purporting to be (and whom the Agent believes in good faith to be) the authorised representative of the Issuer, as sufficient instructions and authority of the Issuer for the Agent to act. The Agent shall be under no duty to inquire into or investigate the validity, accuracy or content of any such communication, instruction or document; and 11.1.4 10.1.3 engage and consult, at the expense of the Issuer, Issuer with any lawyers or other experts or other legal adviser and professional advisers adviser selected by it whose advice or services it considers necessary and rely upon any advice so obtained (and such Agent each of the Warrant Agents and each of their respective directors, officers, employees and duly appointed agents shall be protected and shall not be liable in respect of any action taken, or permitted or omitted to be taken, done or suffered to be taken, in accordance with such advice advice. Each Warrant Agent may rely upon and in good faith)shall not be liable for acting or refraining from acting upon any written notice, instruction or request furnished to it hereunder and believed by it to be genuine and to have been signed or presented by the proper party or parties. None of the Warrant Agents shall be under any duty to inquire into or investigate the validity, accuracy or content of any such document.

Rights and Powers. Each Agent shallmay, in connection with its services hereunder: 11.1.1 10.1.1 except as otherwise permitted in the Conditions or ordered by a court of competent jurisdiction or otherwise required by law or otherwise instructed by the Issuer and regardless of any notice of ownership, trust or any other interest therein, any writing on the Certificate relating to any Security Notes by any person (other than a duly executed form of transfer) or any notice of any previous loss or theft thereof, but subject to sub- Clause 7.1.1 (Payments by the Paying Agents), treat the registered Holder Noteholder of any Security Note as its the absolute owner of such Note for all purposes (whether or not it is overdue and notwithstanding any notice of ownership or writing on it or any notice of previous loss or theft of it) and make payments thereon accordingly; 11.1.2 10.1.2 assume that the terms of the Global Certificate Certificates and each Individual Definitive Certificate (if any) as issued are correct; 11.1.3 10.1.3 rely upon the terms of any resolution, direction, consent, certificate, affidavit, statement, notice, communication or other document reasonably believed by it to be genuine and to have been delivered, signed or sent by the proper party or parties and shall be protected and shall incur no against liability for or in respect of any action taken, omitted or suffered by it in reliance upon on any telephoneof them; 10.1.4 be entitled to do nothing, facsimilewithout liability if conflicting, e-mail communication, instruction unclear or document which it believes equivocal instructions are received or in order to be genuine and is from a person purporting to be (and whom the Agent believes in good faith to be) the authorised representative of the Issuer, as sufficient instructions and authority of the Issuer for the Agent to act. The Agent shall be under no duty to inquire into or investigate the validity, accuracy or content of comply with any such communication, instruction or documentApplicable Law; and 11.1.4 engage and consult10.1.5 engage, at the expense of Ardshinbank, the Issuer, with advice or services of any lawyers or other experts or other professional advisers selected by it whose advice or services it reasonably considers necessary prudent and rely upon any advice so obtained (and such Agent and each of their respective directors, officers, employees and duly appointed agents shall be protected and shall not be liable incur no liability as against the Issuer, Ardshinbank, the Trustee or any other person in respect of any action taken or not taken, or permitted or omitted to be taken, or suffered to be taken, in accordance with such advice and in good faith).

Rights and Powers. Each Agent shalland in relation to Clauses 10.1(d), 10.1(e), 10.1(g), 10.1(h) and 10.1(i) the Agent Bank may, in connection with its services hereunder: 11.1.1 except (a) subject to Clause 6.1(a), treat the holder of a Note as ordered by a court of competent jurisdiction or otherwise required by law and its absolute owner for all purposes (regardless of any notice of ownership, trust or any other interest therein, any writing on the Certificate relating to any Security by any person (other than a duly executed form of transfer), treat the registered Holder of any Security as its absolute owner for all purposes (whether or not it is overdue and notwithstanding any notice of ownership or writing on it thereon or any notice of any previous loss or theft of itthereof) and make payments thereon accordingly, except as ordered by a court of competent jurisdiction or otherwise required by law; 11.1.2 (b) assume that the terms of the each Global Certificate Note and each Individual Certificate Definitive Note as issued are correct; 11.1.3 be protected and shall incur no liability for or in respect (c) refer any question relating to the ownership of any action takenof the Notes or the adequacy or sufficiency of any evidence supplied in connection with the replacement, omitted transfer or suffered in reliance exchange of any of the Definitive Notes to the Issuer for determination by the Issuer (based on information supplied to it by the Registrar) and rely upon any telephonedetermination so made; (d) rely upon the terms of any notice, facsimile, e-mail communication, instruction or other document which believed by it believes to be genuine and is genuine; (e) treat a telephone, facsimile or e-mail communication from a person purporting to be (and whom the such Agent believes in good faith to be) the authorised representative of the Issuer, Issuer as sufficient instructions and authority of the Issuer for the such Agent to act. The act (and such Agent shall be under protected and shall incur no duty liability for or in respect of action taken, omitted or suffered in reliance upon any instruction, request or order from the Issuer or any document which it reasonably believes to inquire into be genuine and to have been delivered by the proper party or investigate parties or upon written instructions from the validity, accuracy or content Issuer); (f) engage the services of any such communication, instruction lawyers or document; and 11.1.4 engage and consult, other professional advisers at the expense of the Issuer, with any lawyers or other experts or other professional advisers selected by it Issuer whose advice or services it considers necessary and rely upon any advice so obtained whether or not liability in relation thereto is limited by reference to a monetary cap, methodology or otherwise (and such Agent and each of their respective directors, officers, employees and duly appointed agents shall be protected and shall not be liable incur no liability to the Issuer in respect of any action taken, or omitted, or permitted or omitted to be taken, taken or suffered to be takenomitted, in accordance with such advice advice); (g) take any action or to refuse to take any action which such Agent regards as necessary for such Agent to comply with any applicable law, regulation or fiscal requirement, or the rules, operating procedures or market practice of any relevant stock exchange or other market or clearing system; (h) notwithstanding anything else herein contained, refrain without liability from doing anything that would or might in its opinion be contrary to any law of any state or jurisdiction (including but not limited to the United States of America or any jurisdiction forming a part of it and England & Wales) or any directive or regulation of any agency of any such state or jurisdiction and may without liability do anything which is, in good faith)its opinion, necessary to comply with any such law, directive or regulation; and (i) do nothing, without liability, if conflicting, unclear or equivocal instructions are received or in order to comply with any Applicable Law.

Rights and Powers. Each Agent shallmay, in connection with its services hereunder: 11.1.1 except (a) subject to Clause 7.1(a) (Payments in respect of the Notes), treat the registered holder of any Note Certificate as ordered by a court of competent jurisdiction or otherwise required by law and its absolute owner for all purposes (regardless of any notice of ownership, trust or any other interest therein, any writing on the Certificate relating to any Security by any person (other than a duly executed form of transfer), treat the registered Holder of any Security as its absolute owner for all purposes (whether or not it is overdue and notwithstanding any notice of ownership or writing on it thereon or any notice of any previous loss or theft of itthereof) and make payments thereon accordingly, except as ordered by a court of competent jurisdiction or otherwise required by law; 11.1.2 (b) assume that the terms of the Global Certificate and each Individual Note Certificate as issued are correct; 11.1.3 be protected and shall incur no liability for or in respect (c) refer any question relating to the ownership of any action takenof the Notes or the adequacy or sufficiency of any evidence supplied in connection with the replacement, omitted transfer or suffered in reliance exchange of any of the Note Certificates to the Issuer or the Note Trustee for determination by the Issuer or the Note Trustee, as applicable, and rely upon any determination so made; (d) rely upon the terms of any notice, communication or other document believed by it to be genuine; (e) treat a telephone, facsimile, e-mail communication, instruction facsimile or document which it believes to be genuine and is email communication from a person purporting to be (and whom the such Agent believes in good faith to be) the authorised representative of the Issuer, as sufficient instructions and authority of the Issuer for the such Agent to act. The Agent shall be under no duty to inquire into or investigate ; (f) engage the validity, accuracy or content services of any such communication, instruction or document; and 11.1.4 engage and consult, at the expense of the Issuer, with any lawyers or other experts or other professional advisers selected by it (at the Issuer’s expense) whose advice or services it considers necessary and rely upon any advice so obtained (and such Agent and each of their respective directors, officers, employees and duly appointed agents shall be protected and shall not be liable incur no liability to the Issuer in respect of any action taken, or permitted or omitted to be taken, or suffered to be taken, in accordance with such advice and in good faithadvice); and (g) take any action or to refuse to take any action which such Agent regards as necessary for such Agent to comply with any applicable law, regulation or fiscal requirement, or the rules, operating procedures or market practice of any relevant stock exchange or other market or clearing system or where conflicting, unclear or equivocal instructions are received.

Rights and Powers. Each Agent shallmay, in connection with its services hereunder: 11.1.1 (a) except as otherwise permitted in the Conditions, the Trust Deed or the relevant Global Note, or ordered by a court of competent jurisdiction or otherwise required by law law, or otherwise instructed by the Issuer, and regardless of any notice of ownership, trust or any other interest therein, any writing on the Certificate relating to any Security Definitive Certificates by any person (other than a duly executed form of transfertransfer in the form endorsed thereon) or any notice of any previous loss or theft thereof, but subject to Clause 8 (Duties of Paying Agents), treat the registered Holder holder of any Security Note or Coupon as its absolute owner for all purposes (whether or not it is overdue and notwithstanding any notice of ownership or writing on it or any notice of previous loss or theft of it) and make payments thereon accordingly; 11.1.2 (b) assume that the terms of the each Temporary Global Certificate and each Note, Permanent Global Note, Definitive Note, Coupon, Global Registered Note or Individual Note Certificate as issued are correct; 11.1.3 be protected and shall incur no liability for or in respect (c) rely upon the terms of any action takennotice, omitted communication or suffered in reliance upon any telephone, facsimile, e-mail communication, instruction or other document which reasonably believed by it believes to be genuine and is from a person purporting to be the proper party; (and whom the Agent believes in good faith to bed) the authorised representative of the Issuer, as sufficient instructions and authority of the Issuer for the Agent to act. The Agent shall be under no duty to inquire into or investigate the validity, accuracy or content of any such communication, instruction or document; and 11.1.4 engage and consultpay, at the expense of the Issuer, with as provided in this Agreement, for the advice or services of any reputable lawyers or other experts or other professional advisers selected by it with appropriate expertise in the relevant field whose advice or services it such Agent considers to be necessary and rely upon any advice so obtained (and such Agent and each shall, except in the case of their respective directorsgross negligence, officerswilful default or fraud, employees and duly appointed agents shall be protected and shall not be liable incur no Liability as against the Issuer or the Trustee in respect of any action taken, or permitted or omitted to be taken, or suffered to be taken, taken in accordance with such advice advice); and (e) require the Issuer to give or procure to be give such additional information as it shall reasonably require for the purpose of the discharge or exercise of the duties, powers, authorities and discretions vested in good faith)it under this Agreement or by operation of law.

Rights and Powers. Each Agent shalland in relation to Clauses 10.1(d), 10.1(e), 10.1(g), 10.1(h) and 10.1(i) the Agent Bank may, in connection with its services hereunder: 11.1.1 except (a) subject to Clause 6.1(a), treat the holder of a Note as ordered by a court of competent jurisdiction or otherwise required by law and its absolute owner for all purposes (regardless of any notice of ownership, trust or any other interest therein, any writing on the Certificate relating to any Security by any person (other than a duly executed form of transfer), treat the registered Holder of any Security as its absolute owner for all purposes (whether or not it is overdue and notwithstanding any notice of ownership or writing on it thereon or any notice of any previous loss or theft of itthereof) and make payments thereon accordingly, except as ordered by a court of competent jurisdiction or otherwise required by law; 11.1.2 (b) assume that the terms of the each Global Certificate Note and each Individual Certificate Definitive Note as issued are correct; 11.1.3 be protected and shall incur no liability for or in respect (c) refer any question relating to the ownership of any action takenof the Notes or the adequacy or sufficiency of any evidence supplied in connection with the replacement, omitted transfer or suffered in reliance exchange of any of the Definitive Notes to the Issuer for determination by the Issuer and rely upon any telephonedetermination so made; (d) rely upon the terms of any notice, facsimile, e-mail communication, instruction or other document which believed by it believes to be genuine and is genuine; (e) treat a telephone, facsimile or e-mail communication from a person purporting to be (and whom the such Agent believes in good faith to be) the authorised representative of the Issuer, Issuer as sufficient instructions and authority of the Issuer for the such Agent to act. The act (and such Agent shall be under protected and shall incur no duty liability for or in respect of action taken, omitted or suffered in reliance upon any instruction, request or order from the Issuer or any document which it reasonably believes to inquire into be genuine and to have been delivered by the proper party or investigate parties or upon written instructions from the validity, accuracy or content Issuer); (f) engage the services of any such communication, instruction lawyers or document; and 11.1.4 engage and consult, other professional advisers at the expense of the Issuer, with any lawyers or other experts or other professional advisers selected by it Issuer whose advice or services it considers necessary and rely upon any advice so obtained whether or not liability in relation thereto is limited by reference to a monetary cap, methodology or otherwise (and such Agent and each of their respective directors, officers, employees and duly appointed agents shall be protected and shall not be liable incur no liability to the Issuer in respect of any action taken, or omitted, or permitted or omitted to be taken, taken or suffered to be takenomitted, in accordance with such advice advice); (g) take any action or to refuse to take any action which such Agent regards as necessary for such Agent to comply with any applicable law, regulation or fiscal requirement, or the rules, operating procedures or market practice of any relevant stock exchange or other market or clearing system; (h) notwithstanding anything else herein contained, refrain without liability from doing anything that would or might in its opinion be contrary to any law of any state or jurisdiction (including but not limited to the United States of America or any jurisdiction forming a part of it and England & Wales) or any directive or regulation of any agency of any such state or jurisdiction and may without liability do anything which is, in good faith)its opinion, necessary to comply with any such law, directive or regulation; and (i) do nothing, without liability, if conflicting, unclear or equivocal instructions are received or in order to comply with any Applicable Law.