Common use of Rights and discretions of the Agent and Security Agent Clause in Contracts

Rights and discretions of the Agent and Security Agent. (a) The Agent and Security Agent may rely on: (i) any representation, notice or document believed by it to be genuine, correct and appropriately authorised; and (ii) any statement made by a director, authorised signatory or employee of any person regarding any matters which may reasonably be assumed to be within his knowledge or within his power to verify. (b) The Agent and the Security Agent may assume (unless it has received notice to the contrary in its capacity as agent for the Lenders or, as trustee or security agent for the Finance Parties) that: (i) no Default has occurred (unless, in the case of the Agent, it has actual knowledge of a Default arising under Clause 23.1 (Non-payment)); (ii) any right, power, authority or discretion vested in any Party or the Majority Lenders has not been exercised; and (iii) any notice or request made by the Obligors’ Agent (including, without limitation, any Utilisation Request) is made on behalf of and with the consent and knowledge of all the Obligors. (c) If the Security Agent receives any instructions or directions from the Agent to take any action in relation to the Transaction Security, the Security Agent may assume that all applicable conditions under the Finance Documents for taking that action have been satisfied. (d) The Agent and the Security Agent may engage, pay for and rely on the advice or services of any lawyers, accountants, surveyors or other experts. (e) The Agent and the Security Agent may act in relation to the Finance Documents through its personnel and agents. (f) The Agent and the Security Agent may disclose to any other Party any information it reasonably believes it has received as Agent or Security Agent under this Agreement. (g) Without prejudice to the generality of paragraph (f) above, the Agent may disclose the identity of a Defaulting Lender to the other Finance Parties and the Parent and shall disclose the same upon the written request of the Parent or the Majority Lenders. (h) Notwithstanding any other provision of any Finance Document to the contrary, neither the Agent nor the Arranger nor the Security Agent is obliged to do or omit to do anything if it would or might in its reasonable opinion constitute a breach of any law or regulation or a breach of a fiduciary duty or duty of confidentiality.

Rights and discretions of the Agent and Security Agent. (a) The Agent and Security Agent may rely on: (i) any representation, notice or document believed by it to be genuine, correct and appropriately authorised; and (ii) any statement made by a director, authorised signatory or employee of any person regarding any matters which may reasonably be assumed to be within his knowledge or within his power to verify. (b) The Agent and the Security Agent may assume (unless it has received notice to the contrary in its capacity as agent for the Lenders or, as trustee or security agent for the Finance Parties) that: (i) no Default has occurred (unless, in the case of the Agent, it has actual knowledge of a Default arising under Clause 23.1 (Non-payment)); (ii) any right, power, authority or discretion vested in any Party or the Majority Lenders has not been exercised; and (iii) any notice or request made by the Obligors’ Agent (including, without limitation, any Utilisation RequestRequest or Selection Notice) is made on behalf of and with the consent and knowledge of all the Obligors. (c) If the Security Agent receives any instructions or directions from the Agent to take any action in relation to the Transaction Security, the Security Agent may assume that all applicable conditions under the Finance Documents for taking that action have been satisfied. (d) The Agent and the Security Agent may engage, pay for and rely on the advice or services of any lawyers, accountants, surveyors or other experts. (e) The Agent and the Security Agent may act in relation to the Finance Documents through its personnel and agents. (f) The Agent and the Security Agent may disclose to any other Party any information it reasonably believes it has received as Agent or Security Agent under this Agreement. (g) Without prejudice to the generality of paragraph (f) above, the Agent may disclose the identity of a Defaulting Lender to the other Finance Parties and the Parent and shall disclose the same upon the written request of the Parent or the Majority Lenders. (h) Notwithstanding any other provision of any Finance Document to the contrary, neither the Agent nor the Arranger nor the Security Agent is obliged to do or omit to do anything if it would or might in its reasonable opinion constitute a breach of any law or regulation or a breach of a fiduciary duty or duty of confidentiality.