Common use of Security Agent’s rights Clause in Contracts

Security Agent’s rights. Subject to the provisions of this Deed, the Security Agent may: (a) perform any of its duties, obligations and responsibilities under the Security Documents or this Deed by or through its personnel, delegates or agents (on the basis that the Security Agent may extend the benefit of any indemnity received by it hereunder to its personnel, delegates or agents); (b) refrain from exercising any right, power or discretion vested in it under the Security Documents or this Deed until it has received instructions in accordance with this Deed; (c) refrain from doing anything which would or might in its opinion be contrary to any law, directive or judgment of any court of any jurisdiction or otherwise render it liable to any person and may do anything which is in its reasonable opinion necessary to comply with any such law, directive or judgment; (d) if it receives instructions or directions from the relevant Facility Agent to take any action in relation to this Deed or the Security Documents, assume that all applicable conditions for taking that action have been satisfied; (e) assume that (i) any representation made or deemed to be made by any party to the Finance Documents is true; (ii) no Default has occurred; and (iii) all the Obligors are in compliance with their obligations under the Finance Documents to which they are a party unless an officer of the Security Agent, while active on the account of the Obligors, acquires actual knowledge to the contrary; (f) without being liable to any person for any delay or loss caused thereby, refrain from taking any step (or further step) to protect or enforce the rights of any Beneficiary under any of the Security Documents or this Deed until it has been indemnified and/or secured to its satisfaction against any and all costs, losses, expenses or liabilities (including legal fees) which it would or might sustain or incur as a result; (g) accept and rely on any notice, communication, information, certificate, legal opinion or other document believed by it to be genuine and correct and assume it to have been communicated or signed by the person by whom it purports to be communicated and signed without incurring any liability for so accepting and relying, without having any duty to enquire as to the accuracy thereof and without being bound to ask for further evidence or authority or otherwise; (h) accept and rely as to any matter of fact which might reasonably be expected to be within the knowledge of any person in a statement by or on behalf of such person without incurring any liability for so accepting and relying, without having any duty to enquire as to the accuracy thereof and without being bound to ask for further evidence or authority or otherwise; (i) obtain and pay for such legal or other expert advice or services as may seem necessary to it or desirable and rely on any such advice; (j) accept without enquiry such title as an Obligor may have to any asset or assets intended to be the subject of the Security; and (k) hold or deposit any title deeds, Security Documents or any other documents in connection with any of the assets charged by the Security Documents with any bankers or banking company or any company whose business includes undertaking the safe custody of deeds or documents or with any lawyer or firm of lawyers and it shall not be responsible for or be required to insure against any loss incurred in connection with any such holding or deposit and it may pay all sums required to be paid on account or in respect of any such deposit.

Security Agent’s rights. Subject to the provisions of this Deed, the The Security Agent may: (a) perform any of its duties, obligations and responsibilities under this agreement or the Security Documents or this Deed by or through its personnel, delegates or agents (on the basis that the Security Agent may extend the benefit of any indemnity received by it hereunder under this agreement to its personnel, delegates or agents); (b) except as expressly provided to the contrary in this agreement or any Security Document, refrain from exercising any right, power or discretion vested in it under this agreement or the Security Documents or this Deed until it has received instructions in accordance with this Deedagreement; (c) refrain from doing anything which would or might in its opinion be contrary to any law, directive regulation or judgment of any court of any jurisdiction or otherwise render it liable to any person and may do anything which is in its reasonable opinion necessary to comply with any such law, directive regulation or judgment; (d) if it receives instructions or directions from the relevant Facility Agent to take any action in relation to this Deed or the Security Documents, assume that all applicable conditions for taking that action have been satisfied; (e) assume that (i) any representation made or deemed to be made by any party to the Finance Documents is true; (ii) no Default has occurred; and (iii) all the Obligors are in compliance with their obligations under the Finance Documents to which they are a party , unless an officer of the Security Agent, Agent while active on the account of the Obligors, Obligors acquires actual knowledge to the contrary; (fe) without being liable to any person for any delay or loss caused thereby, refrain from taking any step (or further step) to protect or enforce the rights of any Beneficiary under this agreement or any of the Security Documents or this Deed Document until it has been indemnified and/or secured to its satisfaction against any and all costs, losses, expenses or liabilities losses (including legal fees) which it would or might sustain or incur as a result; (gf) accept and rely on any notice, communication, information, certificate, legal opinion communication or other document believed by it to be genuine and correct and assume it to have been communicated or signed by the person by whom it purports to be communicated and signed without incurring any liability for so accepting and relying, without having any duty or by whom it purports to enquire as to the accuracy thereof and without being bound to ask for further evidence or authority or otherwisebe signed; (hg) accept and rely as to any matter of fact which might reasonably be expected to be within the knowledge of any person in Group Company on a statement by or on behalf of such person without incurring any liability for so accepting and relying, without having any duty to enquire as to the accuracy thereof and without being bound to ask for further evidence or authority or otherwisethat Group Company; (ih) obtain and pay for such any legal or other expert advice or services as which may seem necessary to it or desirable and rely on any such advice; (ji) accept without enquiry such any title as which an Obligor may have to any asset or assets intended to be the subject of the Securitysecurity created by the Security Documents; and (kj) hold or deposit any title deedsdocument of title, Security Documents or any other documents in connection with any of the assets charged by the Security Documents with any bankers banker or banking company or any company whose business includes undertaking the safe custody of deeds or documents or with any lawyer or firm of lawyers and it shall not be responsible for or be required to insure against any loss incurred in connection with any such holding or deposit and it may pay all sums required to be paid on account or in respect of any such deposit.

Security Agent’s rights. Subject to the provisions of this Deed, the Security Agent may: (a) perform any of its duties, obligations and responsibilities under the Security Documents or this Deed by or through its personnel, delegates or agents (on the basis that the Security Agent may extend the benefit of any indemnity received by it hereunder to its personnel, delegates or agents); (b) refrain from exercising any right, power or discretion vested in it under the Security Documents or this Deed until it has received instructions in accordance with this Deed; (c) refrain from doing anything which would or might in its opinion either (i) be contrary to any law, directive or judgment of any court of any jurisdiction or otherwise render it liable to any person and may do anything which is in its reasonable opinion necessary to comply with any such law, directive or judgment, or (ii) involve a matter in which the Security Agent shall be unqualified or incompetent, to perform any such act or acts or to exercise any such right, power, duty or obligation or if such performance or exercise would constitute doing business by the Security Agent in such jurisdiction or impose a tax or an additional amount of tax on the Security Agent by reason thereof or to risk its own funds or otherwise incur any financial liability in the performance of its duties hereunder; (d) if it receives instructions or directions from the relevant Facility Agent Senior Agent, the Note Trustee or any Hedging Bank to take any action in relation to this Deed or the Security Documents, assume that all applicable conditions for taking that action have been satisfied; (e) assume that (i) any representation made or deemed to be made by any party to the Finance Documents is true; (ii) no Default under and as defined in the Senior Facility Agreement or under and as defined in the 2025 Indenture has occurred; and (iii) all the Obligors are in compliance with their obligations under the Finance Documents to which they are a party unless an officer of the Security Agent, while active on the account of the Obligors, acquires actual knowledge to the contrary; (f) without being liable to any person for any delay or loss caused thereby, refrain from taking any step (or further step) to protect or enforce the rights of any Beneficiary Secured Party under any of the Security Documents or this Deed until it has been indemnified and/or secured to its satisfaction against any and all costs, losses, expenses or liabilities (including legal fees) which it would or might sustain or incur as a result; (g) accept and rely on any notice, communication, information, certificate, legal opinion or other document believed by it to be genuine and correct and assume it to have been communicated or signed by the person by whom it purports to be communicated and signed without incurring any liability for so accepting and relying, without having any duty to enquire as to the accuracy thereof and without being bound to ask for further evidence or authority or otherwise; (h) accept and rely as to any matter of fact which might reasonably be expected to be within the knowledge of any person in a statement by or on behalf of such person without incurring any liability for so accepting and relying, without having any duty to enquire as to the accuracy thereof and without being bound to ask for further evidence or authority or otherwise; (i) obtain may (at the cost of the Company, which shall promptly on request reimburse the Security Agent for the reasonable fees and pay for expenses (and any related VAT) of any such legal or counsel and/or expert advice) consult with counsel and/or other expert advice, and any opinion of counsel or expert advice shall be full and complete authorization and protection in respect of any action taken, suffered or services as may seem necessary omitted by it hereunder or under any Security Document in accordance therewith. The Security Agent shall have the right at any time to it seek instructions concerning the administration of this Deed, or desirable and rely on the Security Documents from any such advicecourt of competent jurisdiction; (j) accept without enquiry such title as an Obligor may have to any asset or assets intended to be the subject of the Security; and (k) hold or deposit any title deeds, Security Documents or any other documents in connection with any of the assets charged by the Security Documents with any bankers or banking company or any company whose business includes undertaking the safe custody of deeds or documents or with any lawyer or firm of lawyers and it shall not be responsible for or be required to insure against any loss incurred in connection with any such holding or deposit and it may pay all sums required to be paid on account or in respect of any such deposit; and (k) countersign any letters with issuers of Reports and/or with the Auditors limiting their respective liability to the Senior Creditors in such form(s) as the Security Agent considers appropriate in order to enable the Senior Creditors to rely on the work done by such person.