Common use of Powers and Discretions Clause in Contracts

Powers and Discretions. The Agent shall have all the powers and discretions conferred upon trustees by the Trustee ▇▇▇ ▇▇▇▇ (to the extent not inconsistent herewith) and by way of supplement it is expressly declared as follows: 28.15.1 the Agent shall be at liberty to place any of the Finance Documents and any other instruments, documents or deeds delivered to it pursuant thereto or in connection therewith for the time being in its possession in any safe deposit, safe or receptacle selected by the Agent or with any bank, any Guarantor whose business includes undertaking the safe custody of documents or any firm of lawyers of good repute; 28.15.2 the Agent may, whenever it thinks fit, delegate by power of attorney or otherwise to any person or persons or fluctuating body of persons all or any of the rights, trusts, powers, authorities and discretions vested in it by any of the Finance Documents and such delegation may be made upon such terms and subject to such conditions (including the power to sub-delegate) and subject to such regulations as the Agent may think fit and the Agent shall not be bound to supervise, or be in any way responsible for any loss incurred by reason of any misconduct or default on the part of, any such delegate (or sub-delegate); 28.15.3 notwithstanding anything else herein contained, the Agent may refrain from doing anything which would or might in its opinion be contrary to any law of any jurisdiction or any directive or regulation of any agency of any state or which would or might otherwise render it liable to any person and may do anything which is, in its opinion, necessary to comply with any such law, directive or regulation; 28.15.4 save in the case of gross negligence or wilful misconduct, the Agent and every attorney, agent, delegate, sub-delegate and any other person appointed by any of them under any of the Finance Documents may indemnify itself or himself out of the security held by the Agent against all liabilities, costs, fees, charges, losses and expenses incurred by any of them in relation to or arising out of the taking or holding of any of the security constituted by, or any of the benefits provided by, any of the Finance Documents, in the exercise or purported exercise of the rights, trusts, powers and discretions vested in any of them or in respect of any other matter or thing done or omitted to be done in any way relating to any of the Finance Documents or pursuant to any law or regulation; and 28.15.5 without prejudice to the provisions of any of the Finance Documents, the Agent shall not be under any obligation to insure any property or to require any other person to maintain any such insurance and shall not be responsible for any loss which may be suffered by any person as a result of the lack of or inadequacy or insufficiency of any such insurance.

Powers and Discretions. The Agent shall have all the powers and discretions conferred upon trustees by the Trustee ▇▇▇ ▇▇▇▇ (to the extent not inconsistent herewith) and by way of supplement it is expressly declared as follows: 28.15.1 26.16.1 the Agent shall be at liberty to place any of the Finance Documents and any other instruments, documents or deeds delivered to it pursuant thereto or in connection therewith for the time being in its possession in any safe deposit, safe or receptacle selected by the Agent or with any bank, any Guarantor company whose business includes undertaking the safe custody of documents or any firm of lawyers of good repute; 28.15.2 26.16.2 the Agent may, whenever it thinks fit, delegate by power of attorney or otherwise to any person or persons or fluctuating body of persons all or any of the rights, trusts, powers, authorities and discretions vested in it by any of the Finance Documents and such delegation may be made upon such terms and subject to such conditions (including the power to sub-delegate) and subject to such regulations as the Agent may think fit and the Agent shall not be bound to supervise, or be in any way responsible for any loss incurred by reason of any misconduct or default on the part of, any such delegate (or sub-delegate); 28.15.3 26.16.3 notwithstanding anything else herein contained, the Agent may refrain from doing anything which would or might in its opinion be contrary to any law of any jurisdiction or any directive or regulation of any agency of any state or which would or might otherwise render it liable to any person and may do anything which is, in its opinion, necessary to comply with any such law, directive or regulation; 28.15.4 26.16.4 save in the case of gross negligence or wilful misconduct, the Agent and every attorney, agent, delegate, sub-delegate and any other person appointed by any of them under any of the Finance Documents may indemnify itself or himself out of the security held by the Agent against all liabilities, costs, fees, charges, losses and expenses incurred by any of them in relation to or arising out of the taking or holding of any of the security constituted by, or any of the benefits provided by, any of the Finance Documents, in the exercise or purported exercise of the rights, trusts, powers and discretions vested in any of them or in respect of any other matter or thing done or omitted to be done in any way relating to any of the Finance Documents or pursuant to any law or regulation; and 28.15.5 26.16.5 without prejudice to the provisions of any of the Finance Documents, the Agent shall not be under any obligation to insure any property or to require any other person to maintain any such insurance and shall not be responsible for any loss which may be suffered by any person as a result of the lack of or inadequacy or insufficiency of any such insurance.

Powers and Discretions. The Agent shall have all the powers and discretions conferred upon trustees by the Trustee ▇▇▇ ▇▇▇▇ (to the extent not inconsistent herewith) and by way of supplement it is expressly declared as follows: 28.15.1 25.16.1 the Agent shall be at liberty to place any of the Finance Documents and any other instruments, documents or deeds delivered to it pursuant thereto or in connection therewith for the time being in its possession in any safe deposit, safe or receptacle selected by the Agent or with any bank, any Guarantor company whose business includes undertaking the safe custody of documents or any firm of lawyers of good repute; 28.15.2 25.16.2 the Agent may, whenever it thinks fit, delegate by power of attorney or otherwise to any person or persons or fluctuating body of persons all or any of the rights, trusts, powers, authorities and discretions vested in it by any of the Finance Documents and such delegation may be made upon such terms and subject to such conditions (including the power to sub-delegate) and subject to such regulations as the Agent may think fit and the Agent shall not be bound to supervise, or be in any way responsible for any loss incurred by reason of any misconduct or default on the part of, any such delegate (or sub-delegate); 28.15.3 25.16.3 notwithstanding anything else herein contained, the Agent may refrain from doing anything which would or might in its opinion be contrary to any law of any jurisdiction or any directive or regulation of any agency of any state or which would or might otherwise render it liable to any person and may do anything which is, in its opinion, necessary to comply with any such law, directive or regulation; 28.15.4 25.16.4 save in the case of gross negligence or wilful misconduct, the Agent and every attorney, agent, delegate, sub-delegate and any other person appointed by any of them under any of the Finance Documents may indemnify itself or himself out of the security held by the Agent against all liabilities, costs, fees, charges, losses and expenses incurred by any of them in relation to or arising out of the taking or holding of any of the security constituted by, or any of the benefits provided by, any of the Finance Documents, in the exercise or purported exercise of the rights, trusts, powers and discretions vested in any of them or in respect of any other matter or thing done or omitted to be done in any way relating to any of the Finance Documents or pursuant to any law or regulation; and 28.15.5 25.16.5 without prejudice to the provisions of any of the Finance Documents, the Agent shall not be under any obligation to insure any property or to require any other person to maintain any such insurance and shall not be responsible for any loss which may be suffered by any person as a result of the lack of or inadequacy or insufficiency of any such insurance.

Powers and Discretions. The Agent shall have all the powers and discretions conferred upon trustees by the Trustee ▇A▇▇ ▇▇▇▇ (to the extent not inconsistent herewithwith this deed) and in addition all the powers and discretions conferred upon the Agent by this deed and upon a Receiver appointed under this deed and by way of supplement it is expressly declared as follows: 28.15.1 (a) the Agent may in relation to any of the provisions of this deed and other related documents engage and pay all proper fees and expenses for the advice or services of and act on the opinion or advice of or any information obtained (whether by the Agent or any other person) from any lawyer, accountant, banker, broker, surveyor, valuer auctioneer, financial adviser or other professional adviser or other expert whose advice, services, opinion or information may to it seem necessary, expedient or desirable and the Agent shall not be responsible for any loss occasioned by so acting; (b) any such advice or opinion or information referred to in clause 15.4(a) may be sent or obtained by letter or facsimile transmission or electronic mail and the Agent shall not be liable for acting on any advice, opinion or information purporting to be conveyed by any such letter or facsimile transmission or electronic mail although the same shall contain some error or shall not be authentic provided that such error or lack of authenticity is not manifest; (c) the Agent shall be at liberty to place any of the Finance Documents this deed and any other instruments, documents or title deeds delivered to it pursuant thereto to or in connection therewith with this deed for the time being in its possession in any safe deposit, safe or receptacle selected by the Agent or with any bank, any Guarantor company whose business includes undertaking the safe custody of documents or any firm of lawyers of good reputeand the Agent shall not be responsible for any loss thereby incurred (save that the Agent shall take reasonable steps to pursue any person who may be liable to it in connection with such loss); 28.15.2 (d) the Agent may(or any director or officer of the Agent) shall not be precluded by reason of so acting from underwriting, guaranteeing the subscription of, subscribing for or otherwise acquiring, holding or dealing with any debentures, shares or securities whatsoever of the Company or any subsidiary thereof or any holding company of any the Company or any other subsidiary of any such holding company or any other company in which the Company or any such holding company or subsidiary may be interested or from entering into any contract or financial or other transaction with or from engaging in any other business with, or from accepting or holding the trusteeship of any other trust deed constituting or securing any securities issued by or relating to, the Company or any subsidiary thereof or any holding company of the Company or any other subsidiary of any such holding company or any other company in which the Company or any such holding company or subsidiary may be interested and shall not be liable to account for any profit made or payment received by it thereby or in connection therewith; (e) the Agent may act by responsible officers or a responsible officer of the Agent and may also whenever it thinks fit, fit delegate by power of attorney or otherwise to any person or persons or fluctuating body of persons all or any of the rights, trusts, powers, authorities and discretions vested in it by any of the Finance Documents this deed and such delegation may be made upon such terms and subject to such conditions (including the power to sub-delegate) and subject to such regulations as the Agent may think fit and the Agent shall not be bound to supervise, supervise the proceedings or (provided that the Agent shall have exercised reasonable care in the selection of such delegate) be in any way responsible for any loss incurred by reason of any misconduct or default on the part of, of any such delegate (or sub-delegate); 28.15.3 (f) the Agent shall not be liable for acting in relation to this deed, or any related documents on any notice, request, certificate, direction or other communication or other document purporting to emanate from the Company or any other person notwithstanding that the same shall include some error or omission or not be authentic. The Agent shall be in no way bound to call for further evidence or to be responsible for any loss that may be occasioned by its failure to do so or by its acting on any such certificate; (g) the Agent may instead of acting personally employ and pay an agent whether being a lawyer or other person to transact or concur in transacting any business and to do or concur in doing all acts required to be done by the Agent including the receipt and payment of money and any trustee in respect hereof being a lawyer, accountant, banker, broker, valuer, auctioneer or other person engaged in any profession or business shall be entitled to charge and be paid all usual professional and other charges reasonably incurred for business transactions and acts done by him or his firm in connection with any this deed and also his charges in addition to disbursements for all other work and business done and all time spent by him or his firm in connection with matters arising in connection with this deed including matters which might or should have been attended to in person by a trustee not being engaged in any profession or business; (h) the Agent may call for and rely (as to any matters of fact which might reasonably be expected to be within the knowledge of the Company) upon a certificate signed by two authorised signatories of the Company as sufficient evidence thereof and shall not be bound in any such case to call for further evidence or be responsible for any loss that may be occasioned by the Agent failing to do so; (i) notwithstanding anything else herein containedcontained herein, the Agent may refrain from doing anything which would or might in its opinion be contrary to any law of any jurisdiction or any directive or regulation of any agency of any state (including any environmental directive or regulation) or which would or might otherwise render it liable to any person and may do anything which is, in its opinion, necessary to comply with any such law, directive or regulation; 28.15.4 save (j) the Agent shall not be liable for any failure, omission or defect in perfecting the case security constituted by or pursuant to this deed including, without limitation: (i) failure to obtain any licence, consent or other authority for the execution of gross negligence this deed including, without limitation, the consent of any person required under the terms of any documents constituting the Charged Assets; (ii) failure to register the same in accordance with any of the documents of title of any of the Company to any of the Charged Assets; (iii) failure to effect or wilful misconductto procure registration of or otherwise protect any floating charge created by or pursuant to this deed by registering under the Land Registration A▇▇ ▇▇▇▇ any notice, restriction or other entry prescribed by or pursuant to the provisions of that Act, and it is the intention that the Agent shall not so effect or procure the registration of or otherwise so protect such floating charge; (iv) failure to take or require the Company to take any steps to render any charge created by this deed effective as regards assets (if any) outside England and Wales or to secure the creation of any ancillary charge under the laws of any other territory concerned; or (v) failure by the Company to perfect its title to all or any part of the Charged Assets so that the Agent shall not be bound to make any enquiries whatsoever as regards such title; (k) the Agent and every attorney, agent, delegate, sub-delegate and any agent or other person appointed by any of them it under any of the Finance Documents may indemnify itself or himself out of the security held by the Agent against all liabilities, costs, fees, charges, losses and expenses incurred by any of them in relation to or arising out of the taking or holding of any of the security constituted by, connection with this deed or any of the benefits provided by, any Credit Agreement shall be entitled to be indemnified and/or secured out of amounts received by the Finance Documents, Agent under this deed or the Credit Agreement against all liabilities and expenses properly incurred in the exercise execution of any power, trust, authority or purported exercise of the rightsdiscretion in connection with this deed and against all actions, trustsproceedings, powers costs, claims and discretions vested in any of them or demands in respect of any other matter or thing done or omitted to be done in any way relating to this deed, save to the extent that any such actions, proceedings, costs, claims or demands are caused by the gross negligence or wilful misconduct of the indemnified person; (l) all moneys which under the trusts contained in this deed are received or held by the Agent following an Event of Default may be invested in the name of the Agent or any nominee or under the control of the Agent by placing the same on deposit in the name of the Agent or any nominee or under the control of the Agent at a bank and the Agent shall not be responsible for any loss occasioned thereby, whether by depreciation in value, fluctuation in exchange rates or otherwise; (m) save as otherwise provided herein, the Agent shall (as between itself and the other Secured parties) have full power to determine all questions and doubts arising in relation to the interpretation or application of any of the Finance Documents provisions of this deed or pursuant the Credit Agreement as it affects the Agent and every such determination (whether made upon a question actually raised or implied in the acts or proceedings of the Agent) shall be conclusive and shall bind the other Secured Parties and the Company; (n) the Agent shall not be bound to give notice to any law person of the execution of this deed or regulation; the Credit Agreement or any transactions contemplated hereby or thereby; (o) notwithstanding any other provision in the Credit Agreement, the other Secured Parties and the Company acknowledge that when exercising the rights, benefits, powers, trusts, authorities, discretions and obligations expressed to be granted to the Agent by this deed, the Credit Agreement or by operation of law, the Agent shall not be responsible for any loss, costs, damages, expenses or inconveniences that may result from the exercise or non-exercise thereof save that the Agent shall not be bound to act unless it is first indemnified and/or secured to its satisfaction by the Secured Parties (as the case may be) against all actions, proceedings, claims and demands to which it may render itself liable and all costs, charges, damages, expenses and liabilities which it may incur by so doing, save to the extent that any such actions, proceedings, costs, claims or demands are caused by the gross negligence or wilful misconduct of the Agent; (p) any consent or approval given by the Agent for the purpose of this deed or the Credit Agreement may be given on such terms and subject to such conditions (if any) as the Agent may require and notwithstanding anything to the contrary contained in this deed; (q) the Agent shall not be bound to take any steps to ascertain whether any event, condition or act, the happening of which would cause a right or remedy to become exercisable by the Agent under this deed or the Credit Agreement, has happened or to monitor or supervise the observance and performance by the Company or any of the other parties thereto of their respective obligations under the Credit Agreement or the obligations of the other Secured Parties and, until it shall have actual knowledge or express notice to the contrary, the Agent shall be entitled to assume that no such event, condition or act has happened and that the Company and each of the other parties thereto are observing and performing all their respective obligations thereunder; 28.15.5 (r) without prejudice to the provisions of any hereof and of the Finance DocumentsCredit Agreement relating to insurance, the Agent shall not be under any obligation to insure any property of the Charged Assets or documents of title or other evidence in respect thereof or to require any other person to maintain any such insurance insurance, shall not be under any responsibility in respect of the insurances required to be taken out pursuant to the Credit Agreement and shall not be responsible for any loss loss, expense or liability which may be suffered by any person as a result of the lack of or inadequacy or insufficiency of any such insurance.; (s) the Agent shall not be responsible for any loss, expense or liability occasioned to the Charged Assets however caused by any act or omission of the Company or any other person (including any bank, broker, depository, warehouseman or other intermediary or any clearing system or the operator thereof) whether acting in accordance with or contrary to the terms of any agreement or otherwise and irrespective of whether the Charged Assets are held by or to the order of any of the foregoing persons, unless such loss is occasioned by the wilful neglect or misconduct or fraud of the Agent; (t) the Agent shall not be liable for any error of judgment made in good faith by any officer or employee of the Agent assigned by the Agent to administer its corporate trust matters unless it shall be proved that the Agent was grossly negligent in ascertaining the pertinent facts; (u) no provision of this deed or the Credit Agreement shall require the Agent to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties, or in the exercise of any of its rights or powers solely in its capacity as trustee under this deed (including, without limitation, where it is so bound to act at the direction of the Agent), if it shall have reasonable grounds for believing that repayment of such funds or adequate indemnity and/or security against such risk or liability is not assured to it; (v) the Agent shall have no responsibility whatsoever to the Company or any of the Secured Parties as regards any deficiency or additional payment, as the case may be, which might arise because the Agent or the Company is subject to any tax in respect of the Charged Assets or any part thereof or any income therefrom or any proceeds thereof; (w) the Agent shall have only those duties, obligations and responsibilities expressly specified in this deed and the Credit Agreement and shall not have any implied duties, obligations or responsibilities. In performing or carrying out its duties, obligations and responsibilities, the Agent shall be considered to be acting only in a mechanical and administrative capacity (save as expressly provided in this deed or the Credit Agreement) and shall not have or be deemed to have any duty, obligation or responsibility to or relationship of trust or agency with the Company; (x) notwithstanding anything else herein contained, the Agent may refrain from taking any action or exercising any right, power, authority or discretion vested in it under this deed or the Credit Agreement, any of the Charged Assets or any other agreement relating to the transactions herein or therein contemplated until it has been indemnified and/or secured to its satisfaction against any and all actions, charges, claims, costs, damages, demands, expenses, liabilities, losses and proceedings (including legal and other professional fees) which might be brought, made or conferred against or suffered, incurred or sustained by it as a result and nothing contained in this deed shall require the Agent to expend or risk its own funds or otherwise incur any financial liability in the performance of its duties or the exercise of any right, power, authority or discretion hereunder if it has reasonable grounds for believing the repayment of such funds or adequate indemnity against, or security for, such risk or liability is not reasonably assured to it; and (y) notwithstanding anything contained in this deed, to the extent required by any applicable law, if the Agent is required to make any deduction or withholding from any distribution or payment made by it under this deed or if the Agent is otherwise charged to, or may become liable to, tax as a consequence of performing its duties under this deed or the Credit Agreement, whether as principal, agent or otherwise, and whether by reason of any assessment, prospective assessment or other imposition of liability to taxation of whatsoever nature and whensoever made upon the Agent, and whether in connection with or arising from any sums received or distributed by it or to which it may be entitled under these presents (other than in connection with its remuneration as provided for herein) or any investments from time to time representing the same, including any income or gains arising therefrom, or any action of the Agent in or about the administration of the

Powers and Discretions. The Agent shall have all the powers and discretions conferred upon trustees by the Trustee ▇▇▇ ▇▇▇▇ (to the extent not inconsistent herewith) and by way of supplement it It is expressly declared as followsthat the Agent: 28.15.1 10.2.1 may rely on any Ordinary Resolution or Special Resolution or any representation, notice, instruction or document believed by it, at the Agent shall relevant time, to be at liberty genuine, correct and appropriately authorised; 10.2.2 may rely on any statement made by a director, authorised signatory or employee of any person regarding any matter which may reasonably be assumed to place be within his knowledge or within his power to verify unless, before any of such reliance, it has received subsequent notice to the Finance Documents contrary; 10.2.3 subject to FCA Rules, may lend money to and any other instruments, documents or deeds delivered to it pursuant thereto or in connection therewith for the time being in its possession generally engage in any safe deposit, safe or receptacle selected by the Agent or kind of business with any bank, any Guarantor whose business includes undertaking the safe custody of documents or any firm of lawyers of good reputeObligor; 28.15.2 10.2.4 shall not be bound to account to any Beneficiary for any sum or the Agent mayprofit element of any sum received by it for its own account; 10.2.5 may engage, whenever it thinks fitpay for and/or rely on the advice or services of any lawyers, accountants, valuers, surveyors or other experts; 10.2.6 may act in relation to the Agency Property through its personnel and Delegates; 10.2.7 may delegate by power of attorney or otherwise otherwise, to any person or persons or fluctuating body of persons and for any period all or any of the rights, trusts, powers, powers and authorities and discretions vested in it the Agent by any of the Finance Documents Relevant Document and such delegation may be made upon on such terms and subject to such conditions (conditions, including the power to sub-delegate) and subject to such regulations , as the Agent may think fit specify and the Agent shall promptly give written notice of such delegation to each Beneficiary and the Issuer and provided that the Agent shall have exercised reasonable care in the selection of such delegate, the Agent shall not be bound to supervise, or be in any way responsible for any loss incurred by reason of any misconduct or default on the part of, any of such delegate (or sub-delegate)delegate and shall not be bound to supervise the actions and conduct of such delegate or sub-delegate unless such loss was directly caused by the Agent’s gross negligence or wilful misconduct; 28.15.3 notwithstanding anything else herein contained10.2.8 shall not be responsible for the adequacy, accuracy and/ or completeness of any information whatsoever supplied to any person in connection with any Relevant Document; 10.2.9 shall not be responsible for the Agent legality, validity, effectiveness, adequacy, enforceability or priority afforded by any Relevant Document; 10.2.10 shall not be obliged to ascertain whether all deeds and documents which should have been deposited with it under or pursuant to the Finance Documents have been deposited with it; 10.2.11 may store any of the Relevant Documents and any other documents delivered to it in connection with any of the Relevant Documents with any bank or building society within the United Kingdom, any company whose business includes the safe custody of documents or any firm of lawyers, or, in respect of any insurance policies, may place the policy documents with any insurance broker, in each case without being bound to enquire as to the existence or adequacy of any insurance held by any such person; 10.2.12 shall not be obliged to disclose to any person any information if the disclosure would or might in its reasonable opinion constitute a breach of law or a breach of fiduciary duty; 10.2.13 may refrain from doing anything which would or might in its reasonable opinion be contrary to any constitute a breach of law of any jurisdiction or any directive or regulation of any agency of any state or which would or might otherwise render it liable to any person and may do anything which is, is in its opinion, opinion necessary or desirable to comply with any such law, directive or regulation; 28.15.4 save in the case of gross negligence or wilful misconduct, the Agent and every attorney, agent, delegate, sub-delegate and any other person appointed by any of them under any of the Finance Documents may indemnify itself or himself out of the security held by the Agent against all liabilities, costs, fees, charges, losses and expenses incurred by any of them in relation to or arising out of the taking or holding of any of the security constituted by, or any of the benefits provided by, any of the Finance Documents, in the exercise or purported exercise of the rights, trusts, powers and discretions vested in any of them or in respect of any other matter or thing done or omitted to be done in any way relating to any of the Finance Documents or pursuant to any law or regulation; and 28.15.5 without prejudice to the provisions of any of the Finance Documents, the Agent 10.2.14 shall not be under any obligation to insure any property of the Agency Property or any deeds or documents of title relating to require the Agency Property; 10.2.15 may (unless it receives written notice to the contrary in its capacity as Agent) assume that no event (including, without limitation, any other person Event of Default) which would allow any Relevant Document to maintain any such insurance and be enforced, has occurred; 10.2.16 shall not be responsible for for: (a) the financial condition of any loss which may be suffered Obligor; (b) the performance and observance by any person Obligor of its obligations under any Relevant Document; or (c) the collectability or recoverability of amounts payable under any Relevant Document; 10.2.17 shall, save as a result otherwise expressly provided in this Deed, as regards all rights, trusts, powers, authorities and discretions vested in it by this Deed or by the Finance Documents, have absolute and uncontrolled discretion as to the exercise or non- exercise of them and as to the lack of or inadequacy or insufficiency manner and the time of any such insuranceexercise of them; 10.2.18 shall not be obliged to enquiry or monitor: (a) whether any Event of Default has occurred; or (b) the performance, default or any breach of any party of its obligations under any Finance Document; or (c) whether any other event specified in any Finance Document has occurred.

Powers and Discretions. The Agent shall have all the powers and discretions conferred upon trustees by the Trustee ▇▇▇ ▇▇▇▇ (to the extent not inconsistent herewith) and by way of supplement it is expressly declared as follows: 28.15.1 25.15.1 the Agent shall be at liberty to place any of the Finance Documents and any other instruments, documents or deeds delivered to it pursuant thereto or in connection therewith for the time being in its possession in any safe deposit, safe or receptacle selected by the Agent or with any bank, any Guarantor company whose business includes undertaking the safe custody of documents or any firm of lawyers of good repute; 28.15.2 25.15.2 the Agent may, whenever it thinks fit, delegate by power of attorney or otherwise to any person or persons or fluctuating body of persons all or any of the rights, trusts, powers, authorities and discretions vested in it by any of the Finance Documents and such delegation may be made upon such terms and subject to such conditions (including the power to sub-sub- delegate) and subject to such regulations as the Agent may think fit and the Agent shall not be bound to supervise, or be in any way responsible for any loss incurred by reason of any misconduct or default on the part of, any such delegate (or sub-delegate); 28.15.3 25.15.3 notwithstanding anything else herein contained, the Agent may refrain from doing anything which would or might in its opinion be contrary to any law of any jurisdiction or any directive or regulation of any agency of any state or which would or might otherwise render it liable to any person and may do anything which is, in its opinion, necessary to comply with any such law, directive or regulation; 28.15.4 25.15.4 save in the case of gross negligence or wilful misconduct, the Agent and every attorney, agent, delegate, sub-delegate and any other person appointed by any of them under any of the Finance Documents may indemnify itself or himself out of the security held by the Agent against all liabilities, costs, fees, charges, losses and expenses incurred by any of them in relation to or arising out of the taking or holding of any of the security constituted by, or any of the benefits provided by, any of the Finance Documents, in the exercise or purported exercise of the rights, trusts, powers and discretions vested in any of them or in respect of any other matter or thing done or omitted to be done in any way relating to any of the Finance Documents or pursuant to any law or regulation; and 28.15.5 25.15.5 without prejudice to the provisions of any of the Finance Documents, the Agent shall not be under any obligation to insure any property or to require any other person to maintain any such insurance and shall not be responsible for any loss which may be suffered by any person as a result of the lack of or inadequacy or insufficiency of any such insurance.