Common use of Agent’s Rights Clause in Contracts

Agent’s Rights. Each Agent may: (a) act under the Interim Finance Documents by or through its personnel, delegates or agents (and any indemnity given to, or received by, an Agent under this Agreement extends also to its personnel, delegates or agents who may rely on this provision); (b) except as expressly provided to the contrary in any Interim Finance Document, refrain from exercising any right, power or discretion vested in it under the Interim Finance Documents until it has received instructions from the Majority Interim Lenders or, where relevant, all the Interim Lenders; (c) unless it has received notice to the contrary in accordance with this Agreement, treat the Interim Lender which makes available any portion of an Interim Loan as the person entitled to repayment of that portion (and any interest, fees or other amounts in relation thereto); (d) notwithstanding any other term of an Interim Finance Document, refrain from doing anything (including disclosing any information to any Interim Finance Party or other person) which would or might in its opinion breach any law, regulation, court judgment or order or any confidentiality obligation, or otherwise render it liable to any person, and it may do anything which is in its opinion necessary to comply with any such law, regulation, judgment, order or obligation; (e) assume that no Major Event of Default has occurred, unless it has received notice from another Party stating that a Major Event of Default has occurred and giving details of such Major Event of Default; (f) refrain from acting in accordance with the instructions of the Majority Interim Lenders or all the Interim Lenders until it has been indemnified and/or secured to its satisfaction against all costs, losses or liabilities (including legal fees) which it may sustain or incur as a result of so acting; (g) rely on any notice or document believed by it to be genuine and correct and assume that (i) any notice or document has been correctly and appropriately authorised and given and (ii) any notice or request made by the Obligors’ Agent is made on behalf of and with the consent and knowledge of all the Obligors; (h) rely on any statement made by any person regarding any matter which might reasonably be expected to be within such person’s knowledge or power to verify; (i) engage, obtain, rely on and pay for any legal, accounting or other expert advice or services which may seem necessary to it; (j) at any time, and it shall if instructed by the Majority Interim Lenders, convene a meeting of the Interim Lenders; (k) accept without enquiry (and has no obligation to check) any title which any Obligor may have to any asset intended to be the subject of any Security Interest to be created by the Interim Security Documents; and (l) deposit any title deeds, transfer documents, share certificates, Interim Security Documents or any other documents in connection with any of the assets charged by the Interim Security Documents with any bank or financial institution or any company whose business includes undertaking the safe custody of deeds or documents or with any lawyer or firm of lawyers or other professional advisers (each, a custodian) and it shall not be responsible or liable for or be required to insure against any loss incurred in connection with any such deposit or the misconduct or default of any such custodian and it may pay all amounts required to be paid on account or in relation to any such deposit.

Agent’s Rights. Each The Agent may: (a) act under in the Interim Finance Documents by or through its personnel, delegates or agents (and any indemnity given to, or received by, an Agent under this Agreement extends also to its personnel, delegates or agents who may rely on this provision); (b) except as expressly provided to the contrary in any Interim Finance Document, refrain from exercising exercise of any right, remedy, power or discretion vested in it under the Interim Finance Documents until it has received instructions from the Majority Interim Lenders orrelation to any matter, where relevantor in any context, all the Interim Lenders; (c) unless it has received notice to the contrary in accordance with not expressly provided for by this Agreement, treat the Interim Lender which makes available any portion of an Interim Loan act or, as the person entitled to repayment of that portion (and any interestcase may be, fees or other amounts in relation thereto); (d) notwithstanding any other term of an Interim Finance Document, refrain from doing anything (including disclosing any information to any Interim Finance Party or other person) which would or might in its opinion breach any law, regulation, court judgment or order or any confidentiality obligation, or otherwise render it liable to any person, and it may do anything which is in its opinion necessary to comply with any such law, regulation, judgment, order or obligation; (e) assume that no Major Event of Default has occurred, unless it has received notice from another Party stating that a Major Event of Default has occurred and giving details of such Major Event of Default; (f) refrain from acting in accordance with the instructions of the Majority Interim Lenders or all the Interim Lenders Banks, and shall be fully protected in so doing; (b) unless and until it shall have received directions from the Majority Banks, take such action, or refrain from taking such action in respect of a Default of which the Agent has actual knowledge as it shall deem advisable in the best interests of the Banks (but shall not be obliged to do so); (c) refrain from acting in accordance with any instructions of the Majority Banks to institute, or to instruct the Security Agent to institute any legal proceedings arising out of or in connection with this Agreement and/or the Security Documents until it and/or the Security Agent, has been indemnified and/or secured to its satisfaction against any and all costs, losses expenses or liabilities (including legal fees) which it may sustain and/or the Security Agent would or might incur as a result of so actingresult; (gd) rely on any notice or document believed by it to be genuine deem and correct and assume that treat (i) any notice or document has each Bank as the person entitled to the benefit of the Contribution of such Bank for all purposes of this Agreement and the Security Documents unless and until a Transfer Certificate shall have been correctly filed with the Agent and appropriately authorised and given shall have become effective, and (ii) the office set opposite the name of each Bank in part A of schedule 1 or, as the case may be, in any relevant Transfer Certificate as such Bank's lending office unless and until a written notice or request made of change of lending office shall have been received by the Obligors’ Agent; and the Agent may act upon any such notice unless and until the same is made on behalf of and with the consent and knowledge of all the Obligorssuperseded by a further such notice; (he) rely on any statement made by any person regarding any matter as to matters of fact which might reasonably be expected to be within such person’s the knowledge or power to verify; (i) engage, obtain, rely on and pay for of any legal, accounting or other expert advice or services which may seem necessary to it; (j) at Obligor upon a certificate signed by any time, and it shall if instructed by the Majority Interim Lenders, convene a meeting director of the Interim Lenders; (k) accept without enquiry (and has no obligation to check) any title which any relevant Obligor may have to any asset intended to be the subject on behalf of any Security Interest to be created by the Interim Security Documentssuch Obligor; and (lf) deposit refrain from doing anything which would, or might in its opinion, be contrary to any title deeds, transfer documents, share certificates, Interim Security Documents law or regulation of any other documents jurisdiction and may do anything which is in connection with any of the assets charged by the Interim Security Documents with any bank its opinion necessary or financial institution or any company whose business includes undertaking the safe custody of deeds or documents or with any lawyer or firm of lawyers or other professional advisers (each, a custodian) and it shall not be responsible or liable for or be required desirable to insure against any loss incurred in connection comply with any such deposit law or the misconduct or default of any such custodian and it may pay all amounts required to be paid on account or in relation to any such depositregulation.

Agent’s Rights. Each The Agent may: (a) act perform any of its duties, obligations and responsibilities under the Interim Finance Operative Documents by or through its personnel, delegates or agents (and on the basis that the Agent may extend the benefit of any indemnity given to, or received by, an Agent under this Agreement extends also by it hereunder to its personnel, delegates or agents who may rely on this provisionagents); (b) except as expressly provided to the contrary in any Interim Finance Document, refrain from exercising any right, power or discretion vested in it under the Interim Finance Operative Documents until it has received instructions from the Majority Interim Lenders or, where relevant, all the Interim Lenders; (c) unless it has received notice in writing to the contrary in accordance with this Agreementcontrary, treat the Interim (a) each Lender which makes available any portion of an Interim Loan its Advance as the person Person entitled to repayment of that portion thereof and (and any interest, fees or other amounts b) the office set under such Lender=s name in relation thereto)Schedule 1 as its Funding Office; (d) notwithstanding any other term of an Interim Finance Document, refrain from doing anything (including disclosing any information to any Interim Finance Party or other person) which would or might in its opinion breach be contrary to any law, regulation, directive or judgment of any court judgment or order or of any confidentiality obligation, jurisdiction or otherwise render it liable to any person, Person and it may do anything which is in its opinion necessary to comply with any such law, regulation, judgment, order judgment or obligationdirective; (e) assume that no Major Event of Default has occurred, unless it has received notice from another Party stating that a Major Event of or Default has occurred and giving details unless an officer of such Major Event the Agent while active on the account of Defaultthe Trust acquires actual knowledge to the contrary; (f) refrain from acting in accordance with taking any step (or further step) to protect or enforce the instructions rights of the Majority Interim Lenders under this Agreement or all any of the Interim Lenders other Operative Documents until it has been indemnified and/or secured to its satisfaction against any and all costs, losses losses, expenses or liabilities (including legal fees) which it may would or might sustain or incur as a result of so actingresult; (g) rely on any notice communication or document believed by it to be genuine and correct and assume that (i) any notice to have been communicated or document has been correctly and appropriately authorised and given and (ii) any notice or request made signed by the Obligors’ Agent is made on behalf of Person to whom it purports to be communicated and with the consent and knowledge of all the Obligorssigned; (h) rely on any statement made by any person regarding as to any matter of fact which might reasonably be expected to be within such person’s the knowledge of the Trust on a statement by or power to verifyon behalf of the Trust; (i) engage, obtain, rely on obtain and pay for any legal, accounting such legal or other expert advice or services which as may seem necessary to itit or desirable and rely on any such advice; (j) at any time, and it shall if instructed by the Majority Interim Lenders, convene a meeting of the Interim Lenders; (k) accept without enquiry (and has no obligation to check) any such title which any Obligor as the Trust may have to any asset or assets that may at any time be intended to be the subject of any Security Interest to be security created by or for any obligations under any of the Interim Security Operative Documents; and (lk) hold or deposit any title deeds, transfer documents, share certificates, Interim Security any Operative Documents or any other documents in connection with any of the assets charged by the Interim Security Documents with any bank banker or financial institution banking company or any company whose business includes undertaking the safe custody of deeds or documents or with any lawyer or firm of lawyers or other professional advisers (each, a custodian) and it shall not be responsible or liable for or be required to insure against any loss incurred in connection with any such holding or deposit or the misconduct or default of any such custodian and it may pay all amounts sums required to be paid on account or in relation to respect of any such deposit.

Agent’s Rights. Each Agent may: (a) act under the Interim Finance Documents by or through its personnel, delegates personnel or agents (and any indemnity given to, or received by, an Agent under this Agreement extends also to its personnel, delegates or agents who may rely on this provision); (b) except as expressly provided to the contrary in any Interim Finance Document, refrain from exercising any right, power or discretion vested in it under the Interim Finance Documents until it has received instructions from the Majority Interim Lenders or, where relevant, all the Interim Lenders; (c) unless it has received notice to the contrary in accordance with this Agreement, treat the Interim Lender which makes available any portion of an Interim Term Loan as the person entitled to repayment of that portion (and any interest, fees or other amounts in relation thereto); (d) notwithstanding any other term of an Interim Finance Document, refrain from doing anything (including disclosing any information to any Interim Finance Party or other personinformation) which would or might would, in its opinion opinion, constitute a breach of any law, regulation, court judgment law or order regulation or any confidentiality obligation, or be otherwise render it liable to actionable at the suit of any person, and it may do anything which is which, in its opinion opinion, is necessary or desirable to comply with any such law, law or regulation, judgment, order or obligation; (e) assume that no Major Event of Default has occurred, unless it has received notice from another Party stating that a Major Event of Default has occurred and giving details of such Major Event of Default; (f) refrain from acting in accordance with the instructions of the Majority Interim Lenders or all the Interim Lenders (as applicable) until it has been indemnified and/or secured to its satisfaction against all costs, losses or liabilities (including legal fees) which it may sustain or incur as a result of so acting; (g) rely on any notice or document believed by it to be genuine and correct and assume that (i) any notice or document has been correctly and appropriately authorised and given and (ii) any notice or request made by the Obligors’ Agent is made on behalf of and with the consent and knowledge of all the Obligorsgiven; (h) rely on any statement made by any person regarding any matter which might reasonably be expected to be within such person’s knowledge or power to verify; (i) engage, obtain, rely on and pay for any legal, accounting or other expert advice or services which may seem necessary or desirable to it; (j) at any time, and it shall if instructed by the Majority Interim Lenders, convene a meeting of the relevant Interim Lenders; (k) accept without enquiry (and has no obligation to check) any title which any an Obligor may have to any asset intended to be the subject of any Security Interest to be created by the Interim Security Documents; and (l) and deposit any title deeds, transfer documents, share certificates, Interim Security Documents or any other documents in connection with any of the assets charged by the Interim Security Documents with any bank or financial institution or any company whose business includes undertaking the safe custody of deeds or documents or with any lawyer or firm of lawyers or other professional advisers (each, each a custodian) and it shall not be responsible or liable for or be required to insure against any loss incurred in connection with any such deposit or the misconduct or default of any such custodian and it may pay all amounts required to be paid on account or in relation to any such deposit.

Agent’s Rights. Each Agent may: (a) act perform any of its duties, obligations and responsibilities under the Interim Senior Finance Documents by or through its personnel, delegates or agents (and on the basis that each Agent may extend the benefit of any indemnity given to, or received by, an Agent by it under this Agreement extends also agreement to its personnel, delegates or agents who may rely on this provisionagents); (b) except as expressly provided to the contrary in any Interim Senior Finance Document, refrain from exercising any right, power or discretion vested in it under the Interim Senior Finance Documents until it has received instructions from the Majority Interim Lenders or, where relevant, all the Interim Lenders; (c) unless it has received notice to the contrary in accordance with this Agreementcontrary, treat the Interim Lender which makes available any portion of an Interim Loan a Drawing as the person entitled to repayment of that portion (and any interest, fees or other amounts in relation thereto)portion; (d) notwithstanding any other term of an Interim Finance Document, refrain from doing anything (including disclosing any information to any Interim Finance Party or other person) which would or might in its opinion breach be contrary to any law, regulation, regulation or judgement of any court judgment or order or of any confidentiality obligation, jurisdiction or otherwise render it liable to any person, person and it may do anything which is in its opinion necessary to comply with any such law, regulation, judgment, order regulation or obligationjudgement; (e) assume that no Major Event of Default has occurred, unless it has received notice from another Party stating an officer of that a Major Event Agent while active on the account of Default has occurred and giving details of such Major Event of Defaultthe Parent acquires actual knowledge to the contrary; (f) refrain from acting in accordance with taking any step (or further step) to protect or enforce the instructions rights of the Majority Interim Lenders or all the Interim Lenders any Lender under any Senior Finance Document until it has been indemnified and/or secured to its satisfaction against all costslosses, losses or liabilities (including legal fees) which it may would or might sustain or incur as a result of so actingresult; (g) rely on any notice communication or document believed by it to be genuine and correct and assume that (i) any notice to have been communicated or document has been correctly and appropriately authorised and given and (ii) any notice or request made signed by the Obligors’ Agent is made on behalf of and with the consent and knowledge of all the Obligorsperson to whom it purports to be communicated or by whom it purports to be signed; (h) rely on any statement made by any person regarding as to any matter of fact which might reasonably be expected to be within such person’s the knowledge of any Group Company in a statement by or power to verifyon behalf of that Group Company; (i) engage, obtain, rely on obtain and pay for any legal, accounting legal or other expert advice or services which may seem necessary or desirable to itit and rely on any such advice; (j) at any time, and it shall if instructed by the Majority Interim Lenders, convene a meeting of the Interim Lenders; (k) accept without enquiry (and has no obligation to check) any title which any an Obligor may have to any asset intended to be the subject of any Security Interest to be the security created by the Interim Security Documents; and (lk) hold or deposit any title deeds, transfer documents, share certificates, Interim Security Documents or any other documents in connection with any of the assets charged by the Interim Security Documents with any bank banker or financial institution banking company or any company whose business includes undertaking the safe custody of deeds or documents or with any lawyer or firm of lawyers or other professional advisers (each, a custodian) and it shall not be responsible or liable for or be required to insure against any loss incurred in connection with any such holding or deposit or the misconduct or default of any such custodian and it may pay all amounts required to be paid on account or in relation to any such deposit.

Agent’s Rights. Each Agent may: (a) act perform any of its duties, obligations and responsibilities under the Interim Senior Finance Documents by or through its personnel, delegates or agents (and on the basis that each Agent may extend the benefit of any indemnity given to, or received by, an Agent by it under this Agreement extends also agreement to its personnel, delegates or agents who may rely on this provisionagents); (b) except as expressly provided to the contrary in any Interim Senior Finance Document, refrain from exercising any right, power or discretion vested in it under the Interim Senior Finance Documents until it has received instructions from the Majority Interim Lenders or, where relevant, all the Interim Lenders; (c) unless it has received notice to the contrary in accordance with this Agreementcontrary, treat the Interim Lender which makes available any portion of an Interim Loan a Drawing as the person entitled to repayment of that portion (and any interest, fees or other amounts in relation thereto)portion; (d) notwithstanding any other term of an Interim Finance Document, refrain from doing anything (including disclosing any information to any Interim Finance Party or other person) which would or might in its opinion breach be contrary to any law, regulation, regulation or judgment of any court judgment or order or of any confidentiality obligation, jurisdiction or otherwise render it liable to any person, person and it may do anything which is in its opinion necessary to comply with any such law, regulation, regulation or judgment, order or obligation; (e) assume that no Major Event of Default has occurred, unless it has received notice from another Party stating an officer of that a Major Event Agent while active on the account of Default has occurred and giving details of such Major Event of Defaultthe Parent acquires actual knowledge to the contrary; (f) refrain from acting in accordance with taking any step (or further step) to protect or enforce the instructions rights of the Majority Interim Lenders or all the Interim Lenders any Lender under any Senior Finance Document until it has been indemnified and/or secured to its satisfaction against all costslosses, losses or liabilities (including legal fees) which it may would or might sustain or incur as a result of so actingresult; (g) rely on any notice communication or document believed by it to be genuine and correct and assume that (i) any notice to have been communicated or document has been correctly and appropriately authorised and given and (ii) any notice or request made signed by the Obligors’ Agent is made on behalf of and with the consent and knowledge of all the Obligorsperson to whom it purports to be communicated or by whom it purports to be signed; (h) rely on any statement made by any person regarding as to any matter of fact which might reasonably be expected to be within such person’s the knowledge of any Group Company in a statement by or power to verifyon behalf of that Group Company; (i) engage, obtain, rely on obtain and pay for any legal, accounting legal or other expert advice or services which may seem necessary or desirable to itit and rely on any such advice; (j) at any time, and it shall if instructed by the Majority Interim Lenders, convene a meeting of the Interim Lenders; (k) accept without enquiry (and has no obligation to check) any title which any an Obligor may have to any asset intended to be the subject of any Security Interest to be the security created by the Interim Security Documents; and (lk) hold or deposit any title deeds, transfer documents, share certificates, Interim Security Documents or any other documents in connection with any of the assets charged by the Interim Security Documents with any bank banker or financial institution banking company or any company whose business includes undertaking the safe custody of deeds or documents or with any lawyer or firm of lawyers or other professional advisers (each, a custodian) and it shall not be responsible or liable for or be required to insure against any loss incurred in connection with any such holding or deposit or the misconduct or default of any such custodian and it may pay all amounts required to be paid on account or in relation to any such deposit.

Agent’s Rights. Each Agent may: (a) act under the Interim Finance Documents by or through its personnel, delegates or agents (and any indemnity given to, or received by, an Agent under this Agreement extends also to its personnel, delegates or agents who may rely on this provision); (b) except as expressly provided to the contrary in any Interim Finance Document, refrain from exercising any right, power or discretion vested in it under the Interim Finance Documents until it has received instructions from the Majority Interim Lenders or, where relevant, all the Interim Lenders; (c) unless it has received notice to the contrary in accordance with this Agreement, treat the Interim Lender which makes available any portion of an Interim Loan as the person entitled to repayment of that portion (and any interest, fees or other amounts in relation thereto); (d) notwithstanding any other term of an Interim Finance Document, refrain from doing anything (including disclosing any information to any Interim Finance Party or other person) which would or might in its opinion breach any law, regulation, court judgment or order or any confidentiality obligation, or otherwise render it liable to any person, and it may do anything which is in its opinion necessary to comply with any such law, regulation, judgment, order or obligation; (e) assume that no Major Event of Default has occurred, unless it has received notice from another Party stating that a Major Event of Default has occurred and giving details of such Major Event of Default; (f) refrain from acting in accordance with the instructions of the Majority Interim Lenders or all the Interim Lenders until it has been indemnified and/or secured to its satisfaction against all costs, losses or liabilities (including legal feesfees and any associated VAT) which it may sustain or incur as a result of so acting; (g) rely on any notice or document believed by it to be genuine and correct and assume that (i) any notice or document has been correctly and appropriately authorised and given and (ii) any notice or request made by the Obligors’ Agent is made on behalf of and with the consent and knowledge of all the Obligorsgiven; (h) rely on any statement made by any person regarding any matter which might reasonably be expected to be within such person’s knowledge or power to verify; (i) engage, obtain, rely on and pay for any legal, accounting or other expert advice or services which may seem necessary to it; (j) at any time, and it shall if instructed by the Majority Interim Lenders, convene a meeting of the Interim Lenders; (k) accept without enquiry (and has no obligation to check) any title which any Obligor may have to any asset intended to be the subject of any Security Interest to be created by the Interim Security Documents; and (l) deposit any title deeds, transfer documents, share certificates, Interim Security Documents or any other documents in connection with any of the assets charged by the Interim Security Documents with any bank or financial institution or any company whose business includes undertaking the safe custody of deeds or documents or with any lawyer or firm of lawyers or other professional advisers (each, a “custodian”) and it shall not be responsible or liable for or be required to insure against any loss incurred in connection with any such deposit or the misconduct or default of any such custodian and it may pay all amounts required to be paid on account or in relation to any such deposit.

Agent’s Rights. Each The Agent may: (a1) act perform any of its duties, obligations and responsibilities under the Interim Finance Documents this Agreement by or through its personnel, delegates personnel or agents (and any indemnity given to, or received by, an Agent under this Agreement extends also to its personnel, delegates or agents who may rely on this provision)agents; (b2) except as expressly provided to the contrary in any Interim Finance Document, refrain from exercising any right, power or discretion vested in it under the Interim Finance Documents this Agreement until it has received instructions from the Majority Interim Lenders oras to whether (and, where relevantif it is to be, the way in which) it is to be exercised and shall in all the Interim Lenderscases be fully protected when acting, or (if so instructed) refraining from acting, in accordance with such instructions; (c3) unless it has received notice to treat (a) the contrary in accordance with this Agreement, treat the Interim Lender which makes available any portion share of an Interim the Loan as the person entitled to repayment of that portion share unless all or part of it has been transferred (or the Agent has received a notice of the assignment of all or part of it) in accordance with Clause 23(C) and (b) the office set out under a Lender's name at the end of this Agreement (or, as the case may be, set out in the relevant Transfer Notice or notice of assignment) as its Lending Office unless the Agent has received from that Lender a notice of change of Lending Office in accordance with Clause 23(D), and may act on any interest, fees such transfer or other amounts in relation thereto)notice until it is superseded by a further transfer or notice; (d4) notwithstanding any other term of an Interim Finance Document, refrain from doing anything (including disclosing any information to any Interim Finance Party or other person) which would or might in its opinion breach be contrary to any law, regulation, court judgment or order law or any confidentiality obligation, directive of any agency of any state or otherwise render it liable to any person, person and it may do anything which is in its opinion necessary to comply with any such law, regulation, judgment, order law or obligationdirective; (e5) assume that no Major Termination Event of Default has occurred, unless it has received notice from another Party stating that a Major Event of Default has occurred and giving details unless an officer of such Major Event the Agent, while active on the account of Defaultany Obligor, acquires actual knowledge to the contrary; (f6) refrain from acting in accordance with taking any step (or further step) to protect or enforce the instructions rights of the Majority Interim Lenders or all the Interim Lenders any person under this Agreement until it has been indemnified (or received confirmation that it will be so indemnified) and/or secured to its satisfaction against any and all costs, losses losses, expenses or liabilities (including legal fees) which it may would or might sustain or incur as a result of so actingresult; (g7) rely on any notice communication, certificate, legal opinion or other document believed by it to be genuine and correct and assume that (i) any person notified to it by an Obligor as duly authorised to take any action contemplated by this Agreement remains so authorised until it has received notice or document has been correctly and appropriately authorised and given and (ii) any notice or request made by to the Obligors’ Agent is made on behalf of and with the consent and knowledge of all the Obligorscontrary from that Obligor; (h) 8) rely on any statement made by any person regarding as to any matter of fact which might reasonably be expected to be within such person’s the knowledge of an Obligor on a statement by or power to verifyon behalf of that Obligor; (i9) engage, obtain, rely on obtain and pay for any legal, accounting such legal or other expert advice or services which as may to it seem necessary to itor desirable and rely on any such advice; (j10) at retain for its own benefit and without liability to account any time, and fee or other sum receivable by it shall if instructed by the Majority Interim Lenders, convene a meeting of the Interim Lenders; (k) accept without enquiry (and has no obligation to check) any title which any Obligor may have to any asset intended to be the subject of any Security Interest to be created by the Interim Security Documentsfor its own account; and (l11) deposit accept deposits from, lend money to, provide any title deeds, transfer documents, share certificates, Interim Security Documents advisory or other services to or engage in any kind of banking or other business with any party to this Agreement or any other documents in connection with any of the assets charged by the Interim Security Documents with any bank or financial institution subsidiary or any associated company whose business includes undertaking the safe custody of deeds or documents or with any lawyer or firm of lawyers or other professional advisers (each, a custodian) and it shall not be responsible or liable for or be required to insure against any loss incurred in connection with any such deposit or the misconduct or default of any such custodian and it party (and, in each case, may pay all amounts required do so without liability to be paid on account or in relation to any such depositaccount).

Agent’s Rights. Each The Agent may: (a) act perform any of its functions under the Interim Finance Documents this Agreement by or through its personnel, delegates personnel or agents (and any indemnity given to, or received by, an Agent under this Agreement extends also to its personnel, delegates or agents who may rely on this provision);agents (b) except as expressly provided to the contrary in any Interim Finance Document, refrain from exercising any right, power or discretion vested in it under the Interim Finance Documents this Agreement until it has received instructions from the Majority Interim Lenders orBanks as to whether (and, where relevantif so, how) it is to be exercised and shall in all cases be fully protected when acting, or (if so instructed) refraining from acting, in accordance with instructions from the Interim Lenders;Majority Banks (c) unless it has received notice to treat (a) the contrary in accordance with this Agreement, treat the Interim Lender Bank which makes available any portion share of an Interim Loan Advance as the person Person entitled to repayment of that portion share unless all or part of it has been novated (or the Agent has received notice of assignment of all or part of it) in accordance with Clause 27.3 (Banks) and (b) the office notified by a Bank to the Agent for this purpose before the signing of this Agreement (or, as the case may be, set out in the relevant Novation Notice or notice of assignment) as its Facility Office unless the Agent has received from that Bank a notice of change of Facility Office in accordance with Clause 27.4 (Facility Offices). The Agent may act on any interest, fees or other amounts in relation thereto);such notice until it is superseded by a further notice (d) notwithstanding refrain from disclosing any other term of an Interim Finance Document, document or information if such disclosure (and may refrain from doing anything (including disclosing any information to any Interim Finance Party or other personelse which) which would or might in its opinion be contrary to any law or Directive, be a breach of any law, regulation, court judgment duty of secrecy or order or any confidentiality obligation, or otherwise render it liable to any person, Person and it may do anything which is in its opinion necessary to comply with any such law, regulation, judgment, order law or obligation;Directive (e) assume that no Major Event of Default has occurred, unless it has received notice from another Party stating that a Major or Potential Event of Default has occurred and giving details unless an officer of such Major Event the Agent, in performing the Agent’s functions under this Agreement, is notified of Default;the contrary or in relation to payments only, acquires actual knowledge to the contrary and (f) refrain from acting in accordance with taking any step (or further step) to protect or enforce the instructions rights of the Majority Interim Lenders or all the Interim Lenders any Person under this Agreement until it has been indemnified (or received confirmation that it will be so indemnified) and/or secured to its satisfaction against any and all costs, losses losses, expenses or liabilities (including legal fees) which it may would or might sustain or incur as a result of so acting; (g) rely on any notice or document believed by it to be genuine and correct and assume that (i) any notice or document has been correctly and appropriately authorised and given and (ii) any notice or request made by the Obligors’ Agent is made on behalf of and with the consent and knowledge of all the Obligors; (h) rely on any statement made by any person regarding any matter which might reasonably be expected to be within such person’s knowledge or power to verify; (i) engage, obtain, rely on and pay for any legal, accounting or other expert advice or services which may seem necessary to it; (j) at any time, and it shall if instructed by the Majority Interim Lenders, convene a meeting of the Interim Lenders; (k) accept without enquiry (and has no obligation to check) any title which any Obligor may have to any asset intended to be the subject of any Security Interest to be created by the Interim Security Documents; and (l) deposit any title deeds, transfer documents, share certificates, Interim Security Documents or any other documents in connection with any of the assets charged by the Interim Security Documents with any bank or financial institution or any company whose business includes undertaking the safe custody of deeds or documents or with any lawyer or firm of lawyers or other professional advisers (each, a custodian) and it shall not be responsible or liable for or be required to insure against any loss incurred in connection with any such deposit or the misconduct or default of any such custodian and it may pay all amounts required to be paid on account or in relation to any such depositresult.

Agent’s Rights. Each Agent may: (a) act perform any of its duties, obligations and responsibilities under the Interim Senior Finance Documents by or through its personnel, delegates or agents (and on the basis that such Agent may extend the benefit of any indemnity given to, or received by, an Agent under this Agreement extends also by it hereunder to its personnel, delegates or agents who may rely on this provisionagents); (b) except as expressly provided to the contrary in any Interim Senior Finance Document, refrain from exercising any right, power or discretion vested in it under the Interim Senior Finance Documents until it has received instructions from the relevant Majority Interim Lenders or, where relevant, all the Interim Lenders; (c) unless it has received notice in writing to the contrary in accordance with this Agreement, treat (i) the Interim Lender which makes available any portion of an Interim Loan Advance as the person entitled to repayment of that portion and (and any interestii) the office referred to under a Lender's name in Schedule 1 (or, fees or other amounts in relation thereto)the case of a Transferee, at the end of the Transfer Certificate to which it is a party as Transferee) as its Lending Office; (d) notwithstanding any other term of an Interim Finance Document, refrain from doing anything (including disclosing any information to any Interim Finance Party or other person) which would or might in its opinion breach be contrary to any law, regulation, court judgment Applicable Law or order or any confidentiality obligation, Award or otherwise render it liable to any person, person and it may do anything which is in its opinion necessary to comply with any such law, regulation, judgment, order Applicable Law or obligationAward; (e) assume that no Major Event of Default has occurred, unless it has received notice from another Party stating that a Major Event of Default has occurred and giving details unless an officer of such Major Event Agent while active on the account of Defaultthe Facilities acquires actual knowledge to the contrary; (f) refrain from acting in accordance with taking any step (or further step) to protect or enforce the instructions rights of any Lender under this agreement or any of the Majority Interim Lenders or all the Interim Lenders other Senior Finance Documents until it has been indemnified and/or secured to its satisfaction against any and all costs, losses or liabilities (including legal feesfees and expenses) which it may would or might sustain or incur as a result of so actingresult; (g) rely on any notice communication or document believed by it to be genuine and correct and assume that (i) any notice to have been communicated or document has been correctly and appropriately authorised and given and (ii) any notice or request made signed by the Obligors’ Agent is made on behalf of person from whom it purports to be communicated and with the consent and knowledge of all the Obligorssigned; (h) rely on any statement made by any person regarding as to any matter of fact which might reasonably be expected to be within the knowledge of any Obligor on a statement by or on behalf of such person’s knowledge or power to verifyObligor; (i) engage, obtain, rely on obtain and pay for any legal, accounting such legal or other expert advice or services which as may seem necessary to itit or desirable and rely on any such advice; (j) at any time, and it shall if instructed by the Majority Interim Lenders, convene a meeting of the Interim Lenders; (k) accept without enquiry (and has no obligation to check) any title which any an Obligor may have to any asset intended to be the subject of any Security Interest to be the security created by the Interim Security Documents; and (lk) hold or deposit any title deeds, transfer documents, share certificates, Interim Security Documents or any other documents in connection with any of the assets charged by the Interim Security Documents with any bank banker or financial institution banking company or any company whose business includes undertaking the safe custody of deeds or documents or with any lawyer or firm of lawyers or other professional advisers (each, a custodian) and it shall not be responsible or liable for or be required to insure against any loss incurred in connection with any such holding or deposit or the misconduct or default of any such custodian and it may pay all amounts required to be paid on account or in relation to any such deposit.

Agent’s Rights. Each The Agent may: (a) act perform any of its duties, obligations and responsibilities under the Interim Finance Documents this Agreement and any other document delivered or contemplated under this Agreement by or through its personnel, delegates personnel or agents (and any indemnity given to, or received by, an Agent under this Agreement extends also to its personnel, delegates or agents who may rely on this provision)agents; (b) except as expressly provided to the contrary in any Interim Finance Document, refrain from exercising any right, power or discretion vested in it under the Interim Finance Documents this Agreement until it has received instructions from the Majority Interim Lenders oras to whether (and, where relevantif it is to be, the way in which) it is to be exercised and shall in all cases be fully protected when acting, or (if so instructed) refraining from acting, in accordance with instructions from the Interim Majority Lenders; (c) treat in the case of the Initial Lenders, the office set out at the end of this Agreement as its Facility Office and in the case of any other Lender, the office specified by it as such as its Facility Office unless it the Agent has received from that Lender a notice to the contrary of change of Facility Office in accordance with the provisions of this Agreement, treat the Interim Lender which makes available and may act on any portion of an Interim Loan as the person entitled to repayment of that portion (and any interest, fees or other amounts in relation thereto)such notice until it is superseded by a further such notice; (d) notwithstanding any other term of an Interim Finance Document, refrain from doing anything (including disclosing any information to any Interim Finance Party or other person) which would or might in its opinion breach be contrary to any law, regulation, court judgment or order law of any jurisdiction or any confidentiality obligation, directive of any agency or any state or otherwise render it liable to any person, person and it may do anything which is in its opinion necessary to comply with any such law, regulation, judgment, order law or obligationdirective; (e) assume that no Major Event of Default or Default has occurredoccurred unless an officer of the Agent, unless it has received notice from another Party stating that a Major while active on the account of the Borrower, acquires actual knowledge to the contrary but shall upon its becoming aware of the occurrence of an Event of Default has occurred and giving details immediately notify each of such Major Event of Defaultthe Lenders; (f) refrain from acting in accordance with taking any step (or further step) to protect or enforce the instructions rights of the Majority Interim Lenders or all the Interim Lenders any Lender under this Agreement until it has been indemnified and/or secured to its satisfaction against any and all costs, losses losses, expenses or liabilities (including legal fees) which it may would or might sustain or incur as a result of so actingsuch step; (g) rely on any notice or document believed by it without prejudice to be genuine and correct and assume that the generality of the foregoing: (i) any notice execute all such documents and do all such things as it is permitted to do by the terms of this Agreement, or document has been correctly as it may consider necessary for the purposes of or in connection with this Agreement and appropriately authorised and given and required or entitled to do; (ii) execute and deliver on the Lenders’ behalf all and any notice such other documents or request made instruments as the Majority Lenders may specifically approve in writing relating to this Agreement; and (iii) pay any moneys received by it pursuant to the Obligors’ Agent is made on behalf enforcement of and this Agreement towards application in accordance with the consent and knowledge provisions of all the ObligorsClause 15; (h) rely on any statement made communication or document believed by any person regarding it to be genuine; (i) rely as to any matter of fact which might reasonably be expected to be within such person’s the knowledge of the Borrower in a statement by or power to verifyon behalf of the Borrower; (ij) engageobtain and pay, obtainon behalf of the Lenders, rely on and pay for any legal, accounting such legal or other expert advice or services which as may to it seem necessary or desirable and rely on any such advice and shall not be liable to it; (j) at any time, and it shall if instructed by Lender for the Majority Interim Lenders, convene a meeting consequence of the Interim Lenderssuch reliance; (k) accept retain for its own benefit and without enquiry (and has no obligation liability to check) account any title which any Obligor may have to any asset intended to be the subject of any Security Interest to be created fee or other sum receivable by the Interim Security Documentsit for its own account; and (l) deposit accept deposits from, lend money to or engage in any title deeds, transfer documents, share certificates, Interim Security Documents kind of banking or other business with any party to this Agreement or any other documents in connection with any of the assets charged by the Interim Security Documents with any bank subsidiary or financial institution or any associated company whose business includes undertaking the safe custody of deeds or documents or with any lawyer or firm of lawyers or other professional advisers (each, a custodian) and it shall not be responsible or liable for or be required to insure against any loss incurred in connection with any such deposit or the misconduct or default of any such custodian and it party, (and, in each case, may pay all amounts required do so without liability to be paid on account or in relation to any such depositaccount).

Agent’s Rights. Each The Agent may:may:- (a1) act perform any of its duties, obligations and responsibilities under the Interim Finance Financing Documents by or through its personnel, delegates personnel or agents (and any indemnity given to, or received by, an Agent under this Agreement extends also to its personnel, delegates or agents who may rely on this provision)agents; (b2) except as expressly provided to the contrary in any Interim Finance Document, refrain from exercising any right, power or discretion vested in it under the Interim Finance Financing Documents until it has received instructions from the Majority Interim Lenders orBanks as to whether (and, where relevantif it is to be, the way in which) it is to be exercised and shall in all cases be fully protected when acting, or (if so instructed) refraining from acting, in accordance with instructions from the Interim LendersMajority Banks; (c3) unless it has received notice to the contrary in accordance with this Agreement, treat the Interim Lender Lending Bank which makes available any portion share of an Interim Loan Advance as the person entitled to repayment of that portion share unless all or part of it has been transferred (or the Agent has received a notice of the assignment of all or part of it) in accordance with Clause 25(C); and may act on any interest, fees such transfer or other amounts in relation thereto)notice until it is superseded by a further transfer or notice; (d4) notwithstanding any other term of an Interim Finance Document, refrain from doing anything (including disclosing any information to any Interim Finance Party or other person) which would or might in its opinion breach be contrary to any law, regulation, court judgment or order law or any confidentiality obligation, directive of any agency of any state or otherwise render it liable to any person, person and it may do anything which is in its opinion necessary to comply with any such law, regulation, judgment, order law or obligationdirective; (e5) assume that no Major Event of Default has occurred, unless it has received notice from another Party stating that a Major or Potential Event of Default has occurred and giving details unless an officer of such Major Event the Agent, while active on the account of Default;the Borrower or any Shareholder Obligor, acquires actual knowledge to the contrary; and (f6) refrain from acting in accordance with taking any step (or further step) to protect or enforce the instructions rights of any person under the Majority Interim Lenders or all the Interim Lenders Financing Documents until it has been indemnified (or received confirmation that it will be so indemnified) and/or secured to its satisfaction against any and all costs, losses losses, expenses or liabilities (including legal fees) which it may would or might sustain or incur as a result of so acting; (g) rely on any notice or document believed by it to be genuine and correct and assume that (i) any notice or document has been correctly and appropriately authorised and given and (ii) any notice or request made by the Obligors’ Agent is made on behalf of and with the consent and knowledge of all the Obligors; (h) rely on any statement made by any person regarding any matter which might reasonably be expected to be within such person’s knowledge or power to verify; (i) engage, obtain, rely on and pay for any legal, accounting or other expert advice or services which may seem necessary to it; (j) at any time, and it shall if instructed by the Majority Interim Lenders, convene a meeting of the Interim Lenders; (k) accept without enquiry (and has no obligation to check) any title which any Obligor may have to any asset intended to be the subject of any Security Interest to be created by the Interim Security Documents; and (l) deposit any title deeds, transfer documents, share certificates, Interim Security Documents or any other documents in connection with any of the assets charged by the Interim Security Documents with any bank or financial institution or any company whose business includes undertaking the safe custody of deeds or documents or with any lawyer or firm of lawyers or other professional advisers (each, a custodian) and it shall not be responsible or liable for or be required to insure against any loss incurred in connection with any such deposit or the misconduct or default of any such custodian and it may pay all amounts required to be paid on account or in relation to any such depositresult.

Agent’s Rights. Each Agent may: (a) act under the Interim Finance Documents by or through its personnel, delegates or agents (and any indemnity given to, to or received by, by an Agent under this Agreement extends also to its personnel, delegates or agents who may rely on this provision); (b) except as expressly provided to the contrary in any Interim Finance Document, refrain from exercising any right, power or discretion vested in it under the Interim Finance Documents until it has received instructions from the Majority Interim Lenders or, where relevant, all the Interim Lenders; (c) unless it has received notice to the contrary in accordance with this Agreement, treat the Interim Lender which makes available any portion of an Interim Loan as the person entitled to repayment of that portion (and any interest, fees or other amounts in relation thereto); (d) notwithstanding any other term of an Interim Finance Document, refrain from doing anything (including disclosing any information to any Interim Finance Party or other person) which would or might in its opinion breach any law, regulation, court judgment or order or any confidentiality obligation, or otherwise render it liable to any person, and it may do anything which is in its opinion necessary to comply with any such law, regulation, judgment, order or obligation; (e) assume that no Major Event of Default has occurred, unless it has received notice from another Party stating that a Major Event of Default has occurred and giving details of such Major Event of Default; (f) refrain from acting in accordance with the instructions of the Majority Interim Lenders or all the Interim Lenders until it has been indemnified and/or secured to its satisfaction against all costs, losses or liabilities (including legal feesfees and any associated VAT) which it may sustain or incur as a result of so acting; (g) rely on any notice or document believed by it to be genuine and correct and assume that (i) any notice or document has been correctly and appropriately authorised and given and (ii) any notice or request made by the Obligors’ Agent is made on behalf of and with the consent and knowledge of all the Obligorsgiven; (h) rely on any statement made by any person regarding any matter which might reasonably be expected to be within such person’s knowledge or power to verify; (i) engage, obtain, rely on and pay for any legal, accounting or other expert advice or services which may seem necessary or desirable to it; (j) at any time, and it shall if instructed by the Majority Interim Lenders, convene a meeting of the Interim Lenders; (k) accept without enquiry (and has no obligation to check) any title which any Obligor the Company may have to any asset intended to be the subject of any Security Interest to be created by the Interim Security Documents; and (l) deposit any title deeds, transfer documents, share certificates, Interim Security Documents or any other documents in connection with any of the assets charged by the Interim Security Documents with any bank or financial institution or any company whose business includes undertaking the safe custody of deeds or documents or with any lawyer or firm of lawyers or other professional advisers advisors (each, each a custodian) and it shall not be responsible or liable for or be required to insure against any loss incurred in connection with any such deposit or the misconduct or default of any such custodian and it may pay all amounts required to be paid on account or in relation to any such deposit.

Agent’s Rights. Each The Agent may: (a) act under 19.4.1 in the Interim Finance Documents by or through its personnel, delegates or agents (and any indemnity given to, or received by, an Agent under this Agreement extends also to its personnel, delegates or agents who may rely on this provision); (b) except as expressly provided to the contrary in any Interim Finance Document, refrain from exercising exercise of any right, remedy, power or discretion vested in it under the Interim Finance Documents until it has received instructions from the Majority Interim Lenders orrelation to any matter, where relevantor in any context, all the Interim Lenders; (c) unless it has received notice to the contrary in accordance with not expressly provided for by this Agreement, treat the Interim Lender which makes available any portion of an Interim Loan act or, as the person entitled to repayment of that portion (and any interestcase may be, fees or other amounts in relation thereto); (d) notwithstanding any other term of an Interim Finance Document, refrain from doing anything (including disclosing any information to any Interim Finance Party or other person) which would or might in its opinion breach any law, regulation, court judgment or order or any confidentiality obligation, or otherwise render it liable to any person, and it may do anything which is in its opinion necessary to comply with any such law, regulation, judgment, order or obligation; (e) assume that no Major Event of Default has occurred, unless it has received notice from another Party stating that a Major Event of Default has occurred and giving details of such Major Event of Default; (f) refrain from acting in accordance with the instructions of the Majority Interim Lenders Banks, and shall be fully protected in so doing; 19.4.2 unless and until it shall have received directions from the Majority Banks, take such action, or all refrain from taking such action in respect of a Default of which the Interim Lenders Agent has actual knowledge as it shall deem advisable in the best interests of the Banks (but shall not be obliged to do so); 19.4.3 refrain from acting in accordance with any instructions of the Majority Banks to institute, or to instruct the Security Trustee to institute any legal proceedings arising out of or in connection with this Agreement or any other Finance Document 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 may sustain and/or the Security Trustee would or might incur as a result of so actingresult; (g) rely on any notice or document believed by it to be genuine 19.4.4 deem and correct and assume that treat (i) any notice or document has each Bank as the person entitled to the benefit of the Contribution of such Bank for all purposes of this Agreement and the Security Documents unless and until a Transfer Certificate shall have been correctly filed with the Agent and appropriately authorised and given shall have become effective, and (ii) the office set opposite the name of each Bank in part B of schedule 1 or, as the case may be, in any relevant Transfer Certificate as such Bank's funding office unless and until a written notice of change of funding or request made issuing (as the case may be) office shall have been received by the Obligors’ Agent; and the Agent may act upon any such notice unless and until the same is made on behalf of and with the consent and knowledge of all the Obligorssuperseded by a further such notice; (h) 19.4.5 rely on any statement made by any person regarding any matter as to matters of fact which might reasonably be expected to be within such person’s the knowledge of any Obligor or power to verify; (i) engage, obtain, rely on and pay for GTS Creditor upon a certificate signed by any legal, accounting or other expert advice or services which may seem necessary to it; (j) at any time, and it shall if instructed by the Majority Interim Lenders, convene a meeting director of the Interim Lenders; (k) accept without enquiry (and has no obligation to check) any title which any relevant Obligor may have to any asset intended to be the subject or GTS Creditor on behalf of any Security Interest to be created by the Interim Security Documentssuch Obligor or GTS Creditor; and (l) deposit 19.4.6 refrain from doing anything which would, or might in its opinion, be contrary to any title deeds, transfer documents, share certificates, Interim Security Documents law or regulation of any other documents jurisdiction and may do anything which is in connection with any of the assets charged by the Interim Security Documents with any bank its opinion necessary or financial institution or any company whose business includes undertaking the safe custody of deeds or documents or with any lawyer or firm of lawyers or other professional advisers (each, a custodian) and it shall not be responsible or liable for or be required desirable to insure against any loss incurred in connection comply with any such deposit law or the misconduct or default of any such custodian and it may pay all amounts required to be paid on account or in relation to any such depositregulation.

Agent’s Rights. Each Agent may: (aA) act under the Interim Finance Documents by or through its personnel, delegates or agents (and any indemnity given to, to or received by, by an Agent under this Agreement extends also to its personnel, delegates or agents who may rely on this provision); (bB) except as expressly provided to the contrary in any Interim Finance Document, refrain from exercising any right, power or discretion vested in it under the Interim Finance Documents until it has received instructions from the Majority Interim Lenders or, where relevant, all the Interim Lenders; (cC) unless it has received notice to the contrary in accordance with this Agreement, treat the Interim Lender which makes available any portion of an Interim Loan as the person entitled to repayment of that portion (and any interest, fees or other amounts in relation thereto); (dD) notwithstanding any other term of an Interim Finance Document, refrain from doing anything (including disclosing any information to any Interim Finance Party or other person) which would or might in its opinion breach any law, regulation, court judgment or order or any confidentiality obligation, or otherwise render it liable to any person, and it may do anything which is in its opinion necessary to comply with any such law, regulation, judgment, order or obligation; (eE) assume that no Major Event of Default has occurred, unless it has received notice from another Party stating that a Major an Event of Default has occurred and giving details of such Major Event of Default; (fF) refrain from acting in accordance with the instructions of the Majority Interim Lenders or all the Interim Lenders until it has been indemnified and/or secured to its satisfaction against all costs, losses or liabilities (including legal feesfees and any associated VAT) which it may sustain or incur as a result of so acting; (gG) rely on any notice or document believed by it to be genuine and correct and assume that (i) any notice or document has been correctly and appropriately authorised and given and (ii) any notice or request made by the Obligors’ Agent is made on behalf of and with the consent and knowledge of all the Obligorsgiven; (hH) rely on any statement made by any person regarding any matter which might reasonably be expected to be within such person’s 's knowledge or power to verify; (iI) engage, obtain, rely on and pay for any legal, accounting or other expert advice or services which may seem necessary or desirable to it; (jJ) at any time, and it shall if instructed by the Majority Interim Lenders, convene a meeting of the Interim Lenders; (kK) accept without enquiry (and has no obligation to check) any title which any Obligor the Company may have to any asset intended to be the subject of any Security Interest to be created by the Interim Security Documents; and (lL) deposit any title deeds, transfer documents, share certificates, Interim Security Documents or any other documents in connection with any of the assets charged by the Interim Security Documents with any bank or financial institution or any company whose business includes undertaking the safe custody of deeds or documents or with any lawyer or firm of lawyers or other professional advisers (each, each a “custodian”) and it shall not be responsible or liable for or be required to insure against any loss incurred in connection with any such deposit or the misconduct or default of any such custodian and it may pay all amounts required to be paid on account or in relation to any such deposit.

Agent’s Rights. Each The Agent may: (a) act under in the Interim Finance Documents by or through its personnel, delegates or agents (and any indemnity given to, or received by, an Agent under this Agreement extends also to its personnel, delegates or agents who may rely on this provision); (b) except as expressly provided to the contrary in any Interim Finance Document, refrain from exercising exercise of any right, remedy, power or discretion vested in it under the Interim Finance Documents until it has received instructions from the Majority Interim Lenders orrelation to any matter, where relevantor in any context, all the Interim Lenders; (c) unless it has received notice to the contrary in accordance with not expressly provided for by this Agreement, treat the Interim Lender which makes available any portion of an Interim Loan act or, as the person entitled to repayment of that portion (and any interestcase may be, fees or other amounts in relation thereto); (d) notwithstanding any other term of an Interim Finance Document, refrain from doing anything (including disclosing any information to any Interim Finance Party or other person) which would or might in its opinion breach any law, regulation, court judgment or order or any confidentiality obligation, or otherwise render it liable to any person, and it may do anything which is in its opinion necessary to comply with any such law, regulation, judgment, order or obligation; (e) assume that no Major Event of Default has occurred, unless it has received notice from another Party stating that a Major Event of Default has occurred and giving details of such Major Event of Default; (f) refrain from acting in accordance with the instructions of the Majority Interim Lenders Banks, and shall be fully protected in so doing; (b) unless and until it shall have received directions from the Majority Banks, take such action, or all refrain from taking such action, in respect of a Default of which the Interim Lenders Agent has actual knowledge as it shall deem advisable in the best interests of the Banks (but shall not be obliged to do so); (c) refrain from acting in accordance with any instructions of the Majority Banks to institute any legal proceedings arising out of or in connection with this Agreement and/or the Intercreditor Agreement 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 may sustain would or might incur as a result of so actingresult; (gd) rely on any notice or document believed by it to be genuine deem and correct and assume that treat (i) any notice or document has each Bank as the person entitled to the benefit of the Contribution of such Bank for all purposes of this Agreement and the Intercreditor Agreement unless and until a Substitution Certificate shall have been correctly filed with the Agent and appropriately authorised and given shall have become effective, and (ii) the office set opposite the name of each Bank in Schedule 1 or, as the case may be, in any relevant Substitution Certificate as such Bank's lending office unless and until a written notice or request made of change of lending office shall have been received by the Obligors’ Agent; and the Agent may act upon any such notice unless and until the same is made on behalf of and with the consent and knowledge of all the Obligors;superseded by a further such notice; 77 (he) rely on any statement made by any person regarding any matter as to matters of fact which might reasonably be expected to be within such person’s the knowledge or power to verify; (i) engage, obtain, rely on and pay for any legal, accounting or other expert advice or services which may seem necessary to it; (j) at any time, and it shall if instructed by the Majority Interim Lenders, convene a meeting of the Interim Lenders; (k) accept without enquiry (and has no obligation to check) Borrower upon a certificate signed by any title which any Obligor may have to any asset intended to be director of the subject Borrower on behalf of any Security Interest to be created by the Interim Security DocumentsBorrower; and (lf) deposit refrain from doing anything which would, or might in its opinion, be contrary to any title deeds, transfer documents, share certificates, Interim Security Documents law or regulation of any other documents jurisdiction and may do anything which is in connection with any of the assets charged by the Interim Security Documents with any bank its opinion necessary or financial institution or any company whose business includes undertaking the safe custody of deeds or documents or with any lawyer or firm of lawyers or other professional advisers (each, a custodian) and it shall not be responsible or liable for or be required desirable to insure against any loss incurred in connection comply with any such deposit law or the misconduct or default of any such custodian and it may pay all amounts required to be paid on account or in relation to any such depositregulation.

Agent’s Rights. Each The Agent may: (a) act under in the Interim Finance Documents by or through its personnel, delegates or agents (and any indemnity given to, or received by, an Agent under this Agreement extends also to its personnel, delegates or agents who may rely on this provision); (b) except as expressly provided to the contrary in any Interim Finance Document, refrain from exercising exercise of any right, remedy, power or discretion vested in it under the Interim Finance Documents until it has received instructions from the Majority Interim Lenders orrelation to any matter, where relevantor in any context, all the Interim Lenders; (c) unless it has received notice to the contrary in accordance with not expressly provided for by this Agreement, treat the Interim Lender which makes available any portion of an Interim Loan act or, as the person entitled to repayment of that portion (and any interestcase may be, fees or other amounts in relation thereto); (d) notwithstanding any other term of an Interim Finance Document, refrain from doing anything (including disclosing any information to any Interim Finance Party or other person) which would or might in its opinion breach any law, regulation, court judgment or order or any confidentiality obligation, or otherwise render it liable to any person, and it may do anything which is in its opinion necessary to comply with any such law, regulation, judgment, order or obligation; (e) assume that no Major Event of Default has occurred, unless it has received notice from another Party stating that a Major Event of Default has occurred and giving details of such Major Event of Default; (f) refrain from acting in accordance with the instructions of the Majority Interim Lenders or all the Interim Lenders Lenders, and shall be fully protected in so doing; (b) unless and until it shall have received directions from the Majority Lenders, take such action, or refrain from taking such action in respect of a Default of which the Agent has actual knowledge as it shall deem advisable in the best interests of the Lenders (but shall not be obliged to do so); (c) refrain from acting in accordance with any instructions of the Majority Lenders to institute, or to instruct the Security Trustee to institute any legal proceedings arising out of or in connection with this Agreement and/or the Security Documents until it and/or the Security Trustee has been indemnified and/or secured to its satisfaction against any and all costs, losses expenses or liabilities (including legal fees) which it may sustain and/or the Security Trustee would or might incur as a result of so actingresult; (gd) rely on any notice or document believed by it to be genuine deem and correct and assume that treat (i) any notice or document has each Lender as the Person entitled to the benefit of the Contribution of such Lender for all purposes of this Agreement and the Security Documents unless and until a Transfer Certificate shall have been correctly filed with the Agent and appropriately authorised and given shall have become effective, and (ii) the office set opposite the name of each Lender in schedule 1 or, as the case may be, in any relevant Transfer Certificate as such Lender's lending office unless and until a written notice or request made of change of lending office shall have been received by the Obligors’ Agent; and the Agent may act upon any such notice unless and until the same is made on behalf of and with the consent and knowledge of all the Obligorssuperseded by a further such notice; (he) rely on any statement made by any person regarding any matter as to matters of fact which might reasonably be expected to be within such person’s the knowledge or power to verify; (i) engage, obtain, rely on and pay for any legal, accounting or other expert advice or services which may seem necessary to it; (j) at any time, and it shall if instructed by the Majority Interim Lenders, convene a meeting of the Interim Lenders; (k) accept without enquiry (and has no obligation to check) any title which any Obligor may have to any asset intended to be the subject of any Security Interest to be created Provider upon a certificate signed by any director of the Interim relevant Security DocumentsProvider on behalf of such Security Provider; and (lf) deposit refrain from doing anything which would, or might in its opinion, be contrary to any title deeds, transfer documents, share certificates, Interim Security Documents law or regulation of any other documents jurisdiction and may do anything which is in connection with any of the assets charged by the Interim Security Documents with any bank its opinion necessary or financial institution or any company whose business includes undertaking the safe custody of deeds or documents or with any lawyer or firm of lawyers or other professional advisers (each, a custodian) and it shall not be responsible or liable for or be required desirable to insure against any loss incurred in connection comply with any such deposit law or the misconduct or default of any such custodian and it may pay all amounts required to be paid on account or in relation to any such depositregulation.

Agent’s Rights. Each The Agent may: (a) act assume that: (i) any representation made by any Project Party in connection with any Transaction Document is true; (ii) no Default has occurred; (iii) no Project Party is in breach of or default under its obligations under any Transaction Document; and (iv) any right, power, authority or discretion vested herein upon the Interim Finance Documents by Majority Banks, the Banks or through any other person or entity or group of persons or entities has not been exercised, unless it has, in its personnelcapacity as Agent, delegates or agents (and received notice to the contrary from any indemnity given to, or received by, an Agent under this Agreement extends also other party to its personnel, delegates or agents who may rely on this provision)a Transaction Document; (b) except as expressly provided assume that the Facility Office of each Bank and Hedging Bank is that identified in Schedule 1, the relevant Transfer Certificate or other such document that evidences the transfer of a Bank or Hedging Bank's rights and interests until it has received from such Bank or Hedging Bank a notice designating some other office to replace its Facility Office and act upon any such notice until the contrary same is superseded by a further such notice; (c) engage and pay for the advice or services of any lawyers, accountants, surveyors or other professional or technical experts whose advice or services may to it seem necessary, expedient or desirable and rely upon any advice so obtained; (d) appoint any agent or delegate to any person or entity reasonably determined by the Agent to be suitable qualified and experienced all or any of the rights, powers and authorisations vested in it by the Financing Documents and the Agent shall not be bound to supervise or be in any Interim Finance Document, way liable for any loss incurred by any such person or entity by reason of any misconduct or default on the part of any such agent or delegate; (e) rely as to any matters of fact which might reasonably be expected to be within the knowledge of a Project Party upon a certificate signed by or on behalf of that Project Party; (f) rely upon any communication or document believed by it to be genuine; (g) refrain from exercising any right, power or discretion vested in it as Agent under the Interim Finance Documents this Agreement unless and until it has received instructions from instructed by the Majority Interim Lenders orBanks as to whether or not such right, where relevantpower or discretion is to be exercised and, all if it is to be exercised, as to the Interim Lenders;manner in which it should be exercised; and (c) unless it has received notice to the contrary in accordance with this Agreement, treat the Interim Lender which makes available any portion of an Interim Loan as the person entitled to repayment of that portion (and any interest, fees or other amounts in relation thereto); (d) notwithstanding any other term of an Interim Finance Document, refrain from doing anything (including disclosing any information to any Interim Finance Party or other person) which would or might in its opinion breach any law, regulation, court judgment or order or any confidentiality obligation, or otherwise render it liable to any person, and it may do anything which is in its opinion necessary to comply with any such law, regulation, judgment, order or obligation; (e) assume that no Major Event of Default has occurred, unless it has received notice from another Party stating that a Major Event of Default has occurred and giving details of such Major Event of Default; (fh) refrain from acting in accordance with the any instructions of the Majority Interim Lenders Banks to begin any legal action or all the Interim Lenders proceeding arising out of or in connection with this Agreement until it has been indemnified and/or secured to its satisfaction against shall have received such security as it may require (whether by way of payment in advance or otherwise) for all costs, losses or liabilities claims, losses, expenses (including including, without limitation, legal fees) and liabilities together with any VAT or any other similar tax thereon which it may sustain or incur as a result of so acting; (g) rely on any notice or document believed by it to be genuine and correct and assume that (i) any notice or document has been correctly and appropriately authorised and given and (ii) any notice or request made by the Obligors’ Agent is made on behalf of and in complying with the consent and knowledge of all the Obligors; (h) rely on any statement made by any person regarding any matter which might reasonably be expected to be within such person’s knowledge or power to verify; (i) engage, obtain, rely on and pay for any legal, accounting or other expert advice or services which may seem necessary to it; (j) at any time, and it shall if instructed by the Majority Interim Lenders, convene a meeting of the Interim Lenders; (k) accept without enquiry (and has no obligation to check) any title which any Obligor may have to any asset intended to be the subject of any Security Interest to be created by the Interim Security Documents; and (l) deposit any title deeds, transfer documents, share certificates, Interim Security Documents or any other documents in connection with any of the assets charged by the Interim Security Documents with any bank or financial institution or any company whose business includes undertaking the safe custody of deeds or documents or with any lawyer or firm of lawyers or other professional advisers (each, a custodian) and it shall not be responsible or liable for or be required to insure against any loss incurred in connection with any such deposit or the misconduct or default of any such custodian and it may pay all amounts required to be paid on account or in relation to any such depositthose instructions.

Agent’s Rights. Each The Agent may: (a) act perform any of its functions under the Interim Finance Documents this Agreement by or through its personnel, delegates personnel or agents (and any indemnity given to, or received by, an Agent under this Agreement extends also to its personnel, delegates or agents who may rely on this provision)agents; (b) except as expressly provided to the contrary in any Interim Finance Document, refrain from exercising any right, power or discretion vested in it under the Interim Finance Documents this Agreement until it has received instructions from the Majority Interim Lenders orBanks as to whether (and, where relevantif so, how) it is to be exercised and shall in all cases be fully protected when acting, or (if so instructed) refraining from acting, in accordance with instructions from the Interim LendersMajority Banks; (c) unless it has received notice to treat (a) the contrary in accordance with this Agreement, treat the Interim Lender Bank which makes available any portion share of an Interim Loan Advance as the person Person entitled to repayment of that portion share unless all or part of it has been novated (or the Agent has received notice of assignment of all or part of it) in accordance with Clause 27.3 (Banks) and (b) the office notified by a Bank to the Agent for this purpose before the signing of this Agreement (or, as the case may be, set out in the relevant Novation Notice or notice of assignment) as its Facility Office unless the Agent has received from that Bank a notice of change of Facility Office in accordance with Clause 27.4 (Facility Offices). The Agent may act on any interest, fees or other amounts in relation thereto)such notice until it is superseded by a further notice; (d) notwithstanding refrain from disclosing any other term of an Interim Finance Document, document or information if such disclosure (and may refrain from doing anything (including disclosing any information to any Interim Finance Party or other personelse which) which would or might in its opinion be contrary to any law or Directive, be a breach of any law, regulation, court judgment duty of secrecy or order or any confidentiality obligation, or otherwise render it liable to any person, Person and it may do anything which is in its opinion necessary to comply with any such law, regulation, judgment, order law or obligationDirective; (e) assume that no Major Event of Default, Potential Event of Default has occurred, unless it has received notice from another Party stating that a Major or Early Repayment Event of Default has occurred and giving details unless an officer of such Major Event the Agent, in performing the Agent’s functions under this Agreement, is notified of Default;the contrary or in relation to payments only, acquires actual knowledge to the contrary; and (f) refrain from acting in accordance with taking any step (or further step) to protect or enforce the instructions rights of the Majority Interim Lenders or all the Interim Lenders any Person under this Agreement until it has been indemnified (or received confirmation that it will be so indemnified) and/or secured to its satisfaction against any and all costs, losses losses, expenses or liabilities (including legal fees) which it may would or might sustain or incur as a result of so acting; (g) rely on any notice or document believed by it to be genuine and correct and assume that (i) any notice or document has been correctly and appropriately authorised and given and (ii) any notice or request made by the Obligors’ Agent is made on behalf of and with the consent and knowledge of all the Obligors; (h) rely on any statement made by any person regarding any matter which might reasonably be expected to be within such person’s knowledge or power to verify; (i) engage, obtain, rely on and pay for any legal, accounting or other expert advice or services which may seem necessary to it; (j) at any time, and it shall if instructed by the Majority Interim Lenders, convene a meeting of the Interim Lenders; (k) accept without enquiry (and has no obligation to check) any title which any Obligor may have to any asset intended to be the subject of any Security Interest to be created by the Interim Security Documents; and (l) deposit any title deeds, transfer documents, share certificates, Interim Security Documents or any other documents in connection with any of the assets charged by the Interim Security Documents with any bank or financial institution or any company whose business includes undertaking the safe custody of deeds or documents or with any lawyer or firm of lawyers or other professional advisers (each, a custodian) and it shall not be responsible or liable for or be required to insure against any loss incurred in connection with any such deposit or the misconduct or default of any such custodian and it may pay all amounts required to be paid on account or in relation to any such depositresult.

Agent’s Rights. Each The Agent may: (a) act perform any of its functions under the Interim Finance Documents this Agreement by or through its personnel, delegates personnel or agents (and any indemnity given to, or received by, an Agent under this Agreement extends also to its personnel, delegates or agents who may rely on this provision)agents; (b) except as expressly provided to the contrary in any Interim Finance Document, refrain from exercising any right, power or discretion vested in it under the Interim Finance Documents this Agreement until it has received instructions from the Majority Interim Lenders oras to whether (and, where relevantif so, how) it is to be exercised and shall in all cases be fully protected when acting, or (if so instructed) refraining from acting, in accordance with instructions from the Interim Majority Lenders; (c) unless it has received notice to treat (a) the contrary in accordance with this Agreement, treat the Interim Lender which makes available any portion share of an Interim Loan Advance as the person Person entitled to repayment of that portion share unless all or part of it has been transferred (or the Agent has received notice of assignment of all or part of it) in accordance with Clause 26.3 (Transfer or Assignment byLenders) and (b) the office notified by a Lender to the Agent for this purpose before the signing of this Agreement (or, as the case may be, set out in the relevant Transfer Notice or notice of assignment) as its Facility Office unless the Agent has received from that Lender a notice of change of Facility Office in accordance with Clause 26.4 (Facility Offices). The Agent may act on any interest, fees or other amounts in relation thereto)such notice until it is superseded by a further notice; (d) notwithstanding refrain from disclosing any other term of an Interim Finance Document, document or information if such disclosure (and may refrain from doing anything (including disclosing any information to any Interim Finance Party or other personelse which) which would or might in its opinion be contrary to any law or Directive, be a breach of any law, regulation, court judgment duty of secrecy or order or any confidentiality obligation, or otherwise render it liable to any person, Person and it may do anything which is in its opinion necessary to comply with any such law, regulation, judgment, order law or obligationDirective; (e) assume that no Major Event of Default, Potential Event of Default has occurred, unless it has received notice from another Party stating that a Major or Early Repayment Event of Default has occurred and giving details unless an officer of such Major Event the Agent, in performing the Agent’s functions under this Agreement, is notified of Default;the contrary or in relation to payments only, acquires actual knowledge to the contrary; and (f) refrain from acting in accordance with taking any step (or further step) to protect or enforce the instructions rights of the Majority Interim Lenders or all the Interim Lenders any Person under this Agreement until it has been indemnified (or received confirmation that it will be so indemnified) and/or secured to its satisfaction against any and all costs, losses losses, expenses or liabilities (including legal fees) which it may would or might sustain or incur as a result of so acting; (g) rely on any notice or document believed by it to be genuine and correct and assume that (i) any notice or document has been correctly and appropriately authorised and given and (ii) any notice or request made by the Obligors’ Agent is made on behalf of and with the consent and knowledge of all the Obligors; (h) rely on any statement made by any person regarding any matter which might reasonably be expected to be within such person’s knowledge or power to verify; (i) engage, obtain, rely on and pay for any legal, accounting or other expert advice or services which may seem necessary to it; (j) at any time, and it shall if instructed by the Majority Interim Lenders, convene a meeting of the Interim Lenders; (k) accept without enquiry (and has no obligation to check) any title which any Obligor may have to any asset intended to be the subject of any Security Interest to be created by the Interim Security Documents; and (l) deposit any title deeds, transfer documents, share certificates, Interim Security Documents or any other documents in connection with any of the assets charged by the Interim Security Documents with any bank or financial institution or any company whose business includes undertaking the safe custody of deeds or documents or with any lawyer or firm of lawyers or other professional advisers (each, a custodian) and it shall not be responsible or liable for or be required to insure against any loss incurred in connection with any such deposit or the misconduct or default of any such custodian and it may pay all amounts required to be paid on account or in relation to any such depositresult.

Agent’s Rights. Each Agent may: (a) act perform any of its duties, obligations and responsibilities under the Interim Senior Finance Documents by or through its personnel, delegates or agents (and on the basis that each Agent may extend the benefit of any indemnity given to, or received by, an Agent by it under this Agreement extends also agreement to its personnel, delegates or agents who may rely on this provisionagents); (b) except as expressly provided to the contrary in any Interim Senior Finance Document, refrain from exercising any right, power or discretion vested in it under the Interim Senior Finance Documents until it has received instructions from the Majority Interim Lenders or, where relevant, all the Interim Lenders; (c) unless it has received notice to the contrary in accordance with this Agreementcontrary, treat the Interim Lender which makes available any portion of an Interim Loan a Drawing as the person entitled to repayment of that portion (and any interest, fees or other amounts in relation thereto)portion; (d) notwithstanding any other term of an Interim Finance Document, refrain from doing anything (including disclosing any information to any Interim Finance Party or other person) which would or might in its opinion breach be contrary to any law, regulation, regulation or judgment of any court judgment or order or of any confidentiality obligation, jurisdiction or otherwise render it liable to any person, person and it may do anything which is in its opinion necessary to comply with any such law, regulation, regulation or judgment, order or obligation; (e) assume that no Major Event of Default has occurred, unless it has received notice from another Party stating an officer of that a Major Event Agent while active on the account of Default has occurred and giving details of such Major Event of DefaultBidco 2 acquires actual knowledge to the contrary; (f) refrain from acting in accordance with taking any step (or further step) to protect or enforce the instructions rights of the Majority Interim Lenders or all the Interim Lenders any Lender under any Senior Finance Document until it has been indemnified and/or secured to its satisfaction against all costs, losses or liabilities (including legal fees) which it may would or might sustain or incur as a result of so actingresult; (g) rely on any notice communication or document believed by it to be genuine and correct and assume that (i) any notice communication or document has been correctly and appropriately authorised and given and (ii) any notice communicated or request made signed by the Obligors’ Agent is made on behalf of and with the consent and knowledge of all the Obligorsperson by whom it purports to be communicated or signed; (h) rely on any statement made by any person regarding as to any matter of fact which might reasonably be expected to be within such person’s the knowledge of any Group Company in a statement by or power to verifyon behalf of that Group Company; (i) engage, obtain, rely on obtain and pay for any legal, accounting legal or other expert advice or services which may seem necessary or desirable to itit and rely on any such advice; (j) at any time, and it shall if instructed by the Majority Interim Lenders, convene a meeting of the Interim Lenders; (k) accept without enquiry (and has no obligation to check) any title which any an Obligor may have to any asset intended to be the subject of any Security Interest to be the security created by the Interim Security Documents; and; (lk) hold or deposit any title deeds, transfer documents, share certificates, Interim Security Documents or any other documents in connection with any of the assets charged by the Interim Security Documents with any bank banker or financial institution banking company or any company whose business includes undertaking the safe custody of deeds or documents or with any lawyer or firm of lawyers or other professional advisers (each, a custodian) and it shall not be responsible or liable for or be required to insure against any loss incurred in connection with any such holding or deposit or the misconduct or default of any such custodian and it may pay all amounts required to be paid on account or in relation to any such deposit; and (l) act (or refrain from acting) in what it believes to be the best interests of the Lenders in circumstances where it has been unable, or it is not practicable, to obtain the instructions of the Lenders or the Majority Lenders (as the case may be).