Common use of INSTRUCTIONS AND OTHER COMMUNICATIONS Clause in Contracts

INSTRUCTIONS AND OTHER COMMUNICATIONS. The Escrow Parties may give Instructions to the Escrow Agent in accordance with Clause 21 (Notices & Instructions) The Escrow Agent shall be under no duty to challenge or make any enquiries concerning the validity of Instructions, which the Escrow Agent may regard as definitive unless the Escrow Agent declines to act on them pursuant to Clause 6.5. Furthermore, the Escrow Agent is required to seek confirmation of Instructions by telephone call-back to the person or persons designated and the Escrow Agent may rely upon the confirmations of anyone purporting to be the person or persons so designated. In the absence of or delay in receiving Instructions or other communication from the Escrow Parties in response to a request, the Escrow Agent is authorised to act or refrain from acting as it may deem expedient. Each of the Escrow Parties shall before the Settlement Date provide the Escrow Agent with a Notice (as may be amended from time to time) of the names, specimen signatures and authority levels of its Authorised Representatives. The Escrow Agent shall be entitled to rely on such Notice until the Escrow Agent has received Notice otherwise from the relevant Escrow Party. In the absence of receipt of any notification from an Escrow Party specifying any limitations on the authority of its Authorised Representatives under this Agreement, the Escrow Agent may rely on the Instructions and other communications from and with the Authorised Representatives in relation to all matters relating to this Agreement as though such persons were Authorised Representatives. Notwithstanding anything in this Clause 6, the Escrow Agent may without any liability on its part: act on what the Escrow Agent reasonably believes such Instructions to mean, or reasonably believes the Instruction contains sufficient information to act; decline to act on Instructions where to do so would, in the reasonable opinion of the Escrow Agent, involve the Escrow Agent in acting contrary to any Rules or other duty of the Escrow Agent; in its discretion (but with no duty to do so) decline to act on Instructions where such Instructions are not of the nature or in the form customarily used by either Escrow Party or their Authorised Representatives and are not in writing, are incomplete, unclear, ambiguous and/or in conflict with other Instructions received by the Escrow Agent or are believed by the Escrow Agent on reasonable grounds to have been inaccurately transmitted or not to be genuine; in its discretion decline to act on Instructions to issue, defend or conduct court or other legal proceedings (including, without limitation, an actual or prospective class action) on behalf of either Escrow Party or in respect of any Cash; provided that in any case where the Escrow Agent declines to act on Instructions, the Escrow Agent will notify the Escrow Parties of such decision as soon as reasonably practicable (except where to do so would be contrary to any Rules).

INSTRUCTIONS AND OTHER COMMUNICATIONS. The Escrow Parties may give 13.1 Instructions to the Escrow Agent in accordance with Clause 21 (Notices & Instructions) The Escrow Agent shall be under no duty to challenge or make any enquiries concerning the validity of Instructions, which the Escrow Agent may regard as definitive unless the Escrow Agent declines to act on them pursuant to Clause 6.5. Furthermore, the Escrow Agent is required to seek confirmation of Instructions by telephone call-back to the person or persons designated and the Escrow Agent may rely upon the confirmations of anyone purporting are to be given and other communications between the person or persons so designated. In parties are to be made by such means as set out in the absence of or delay in receiving Instructions or other communication from the Escrow Parties in response to a request, the Escrow Agent is authorised to act or refrain from acting as it may deem expedient. Service Level Definition. 13.2 Each of the Escrow Parties Client and the Manager (as the case may be) shall before the Settlement Date provide the Escrow Agent Custodian with a Notice certificate providing the names, specimen signatures and, as applicable, authority levels of its Authorised Representatives substantially in the form of Schedule 3 hereof (as which may be amended from time to time) of the names, specimen signatures and authority levels of its Authorised Representatives). The Escrow Agent Custodian shall be entitled to rely on any such Notice certificate provided to the Custodian by each party until the Escrow Agent Custodian has otherwise received Notice otherwise an amended certificate from the relevant Escrow Partyparty or otherwise received a Notice from the relevant party of its revocation of the authority of an Authorised Representative whose name appears on the most recent certificate such party has provided to the Custodian. In the absence of receipt of any notification from an Escrow Party the Client specifying any limitations on the authority of the Manager and its Authorised Representatives under this Agreement, the Escrow Agent Custodian may rely on the Instructions and other communications from and with the Authorised Representatives of the Manager in relation to all matters relating to this Agreement as though such persons were Authorised Representatives. 13.3 Subject to such information security arrangements as may be agreed between the Custodian and the Client in writing, Instructions may be given by facsimile at the Client’s sole risk. The Custodian shall not be held liable for acting in accordance with facsimile Instructions which appear to the Custodian to have been made with the Client’s authority. 13.4 In an emergency at the Custodian's absolute discretion, Instructions may be given by telephone, but any such Instructions must be confirmed by the Client in writing by 17.00 hours on the following Business Day in respect of the Custodian. All oral Instructions shall be given at the Client’s sole risk and the Custodian shall not be held liable for the consequences arising as a result of it misunderstanding any telephone Instructions accepted and acted on, whether or not they are confirmed in writing. 13.5 Each party may monitor and/or record its telephone conversations with the other and/or their Authorised Representatives. All recordings are the property of the recording party and may be used in evidence in any Proceedings brought under ▇▇▇▇▇▇ 39. 13.6 Where it has acted on Instructions, the Custodian shall have no responsibility for any Liability, howsoever arising, of the Client and will be entitled to rely on the indemnity contained in Clause 19 in respect of any loss, expense or Costs it may incur in acting on such Instructions. 13.7 The Custodian shall be under no duty to challenge or make any enquiries concerning the validity of Instructions which the Custodian may regard as definitive unless the Custodian declines to act on them pursuant to Clause 13.8. 13.8 Notwithstanding anything in this Clause 613, the Escrow Agent Custodian may (and where the Custodian has delegated any of its duties to a Sub-Custodian, the Custodian may authorise the Sub-Custodian to) without any liability on its part: : (a) act on what the Escrow Agent Custodian or the Sub-Custodian reasonably believes such Instructions to mean, or reasonably believes the Instruction contains sufficient information to act; ; (b) decline to act on Instructions where to do so would, in the reasonable opinion of the Escrow AgentCustodian or the Sub-Custodian, involve the Escrow Agent Custodian or the Sub-Custodian in acting contrary to any Rules or other duty of the Escrow Agent; Custodian or the Sub-Custodian; (c) in its absolute discretion (but with no duty to do so) decline to act on Instructions where such Instructions are not of the nature or in the form customarily used by either Escrow Party the Client, the Manager or their Authorised Representatives and are not in writing, are incomplete, unclear, ambiguous and/or in conflict with other Instructions received by the Escrow Agent Custodian or are believed by the Escrow Agent Custodian or the Sub-Custodian on reasonable grounds to have been inaccurately transmitted or not to be genuine; ; (d) in its absolute discretion decline to act on Instructions where to do so would result in an unauthorised overdraft or debit balance on the Client’s account; or (e) in its absolute discretion decline to act on Instructions to issue, defend or conduct court or other legal proceedings (including, without limitation, an actual or prospective class action) on behalf of either Escrow Party the Client or in respect of any CashProperty; provided that in any case where the Escrow Agent Custodian or the Sub-Custodian declines to act on Instructions, the Escrow Agent Custodian will notify the Escrow Parties Client of such decision as soon as reasonably practicable (except where to do so would be would be contrary to any Rules). 13.9 Unless the Custodian has received conflicting Instructions, the Custodian or Sub-Custodian may without reference to the Client: (a) exchange Securities where the exchange is purely ministerial including, without limitation, exchanging temporary Securities for definitive Securities and exchanging warrants or other documents evidencing title to Securities for the actual Securities; and (b) perform all such other ancillary acts which the Custodian or any Sub-Custodian may reasonably consider to be necessary or desirable to carry out any Instructions, perform the Services or exercise the Custodian’s rights under this Agreement. 13.10 Where the Custodian (or where the Custodian has delegated any of its duties to a Sub-Custodian, the Sub- Custodian) has declined to act on Instructions that appear to it in its sole discretion to be incomplete, unclear, ambiguous and/or in conflict with other Instructions received, the Custodian (of the Sub-Custodian, as applicable) may, as soon as reasonably practicable upon it becoming evident to the Custodian that the Instructions received were unclear or inadequate for the purpose for which they were presumed to be intended, seek such clarification from the Client as the Custodian requires in respect of such Instructions.