Common use of Discretions Clause in Contracts

Discretions. Notwithstanding any provision of the Senior Finance Documents, each Agent may: 23.6.1 assume, unless it has, in its capacity as Agent, received written notice to the contrary from any other Party, that (a) any representation made or deemed to be made by an Obligor in connection with the Senior Finance Documents is true, (b) no Default has occurred, (c) no Obligor is in breach of or default under its obligations under the Senior Finance Documents and (d) any right, power, authority or discretion vested in the Senior Finance Documents upon the Required Lenders, a Lending Group, the Lenders or any other Person or group of Persons has not been exercised; 23.6.2 assume that (a) the Facility Office of each Lender is that notified to it by such Lender in writing and (b) the information provided by each Lender pursuant to Clause 29 (Notices) is true and correct in all respects until it has received from such Lender notice of a change to the Facility Office or any such information and act upon any such notice until the same is superseded by a further notice; 23.6.3 engage and pay for the advice or services of any lawyers, accountants, surveyors or other experts whose advice or services may to it seem necessary, expedient or desirable and rely upon any advice so obtained; 23.6.4 rely as to any matters of fact which might reasonably be expected to be within the knowledge of an Obligor upon a certificate signed by or on behalf of such Obligor; 23.6.5 rely upon any communication or document believed by it to be genuine; 23.6.6 refrain from exercising any right, power or discretion vested in it as Agent under the Senior Finance Documents unless and until instructed as described in Clause 23.5 (Instructions) as to whether or not such right, power or discretion is to be exercised and, if it is to be exercised, as to the manner in which it should be exercised; 23.6.7 refrain from acting in accordance with any instructions to begin any action or proceeding arising out of or in connection with the Senior Finance Documents until it shall have received such security as it may require (whether by way of payment in advance or otherwise) for all costs, claims, losses, expenses (including legal fees) and liabilities which it shall or may expend or incur in complying with such instructions; 23.6.8 refrain from acting where to do so would put it in breach of an applicable Legal Requirement; 23.6.9 treat each Facility Agent as the duly appointed and authorised agent of the relevant Lenders until it receives written notice to the contrary from the relevant Lenders; and 23.6.10 (in the case of the Intercreditor Agent) in applying any moneys received by it under any Security Document under Clause 33.6 (Application of Enforcement Proceeds), rely on any certificate made by the relevant Facility Agent or Hedging Counterparty as to the identity of, and the amounts owing to, any of the Senior Secured Creditors and shall be protected in so relying.

Discretions. Notwithstanding any provision of the Senior Finance Documents, each Agent may: 23.6.1 assume, unless it has, in its capacity as Agent, received written notice to the contrary from any other Party, that (a) any representation made or deemed to be made by an Obligor in connection with the Senior Finance Documents is true, (b) no Default has occurred, (c) no Obligor is in breach of or default under its obligations under the Senior Finance Documents and (d) any right, power, authority or discretion vested in the Senior Finance Documents upon the Required Lenders, a Lending Group, the Lenders or any other Person or group of Persons has not been exercised; 23.6.2 assume that (a) the Facility Office of each Lender is that notified to it by such Lender in writing and (b) the information provided by each Lender pursuant to Clause 29 (Notices) is true and correct in all respects until it has received from such Lender notice of a change to the Facility Office or any such information and act upon any such notice until the same is superseded by a further notice; 23.6.3 engage and pay for the advice or services of any lawyers, accountants, surveyors or other experts whose advice or services may to it seem necessary, expedient or desirable and rely upon any advice so obtained; 23.6.4 rely as to any matters of fact which might reasonably be expected to be within the knowledge of an Obligor upon a certificate signed by or on behalf of such Obligor; 23.6.5 rely upon any communication or document believed by it to be genuine; 23.6.6 refrain from exercising any right, power or discretion vested in it as Agent under the Senior Finance Documents unless and until instructed as described in Clause 23.5 (Instructions) as to whether or not such right, power or discretion is to be exercised and, if it is to be exercised, as to the manner in which it should be exercised; 23.6.7 refrain from acting in accordance with any instructions to begin any action or proceeding arising out of or in connection with the Senior Finance Documents until it shall have received such security as it may require (whether by way of payment in advance or otherwise) for all costs, claims, losses, expenses (including legal fees) and liabilities which it shall or may expend or incur in complying with such instructions; 23.6.8 refrain from acting where to do so would put it in breach of an applicable Legal Requirement; 23.6.9 treat each Facility Agent as the duly appointed and authorised agent of the relevant Lenders until it receives written notice to the contrary from the relevant Lenders; and 23.6.10 (in the case of the Intercreditor Agent) in applying any moneys received by it under any Security Document under Clause 33.6 (Application of Enforcement Proceeds), rely on any certificate made by the relevant Facility Agent Agent, Additional Lender, Revolving Credit Facility Lender or Hedging Counterparty as to the identity of, and the amounts owing to, any of the Senior Secured Creditors and shall be protected in so relying.

Discretions. Notwithstanding any provision of the Senior Finance Documents, each Agent may: 23.6.1 assume, unless it has, in its capacity as Agent, received written notice to the contrary from any other Party, that (a) any representation made or deemed to be made by an Obligor in connection with the Senior Finance Documents is true, (b) no Default has occurred, (c) no Obligor is in breach of or default under its obligations under the Senior Finance Documents and (d) any right, power, authority or discretion vested in the Senior Finance Documents upon the Required Lenders, a Lending Group, the Lenders or any other Person or group of Persons has not been exercised; 23.6.2 assume that (a) the Facility Office of each Lender is that notified to it by such Lender in writing and (b) the information provided by each Lender pursuant to Clause 29 (Notices) is true and correct in all respects until it has received from such Lender notice of a change to the Facility Office or any such information and act upon any such notice until the same is superseded by a further notice; 23.6.3 engage and pay for the advice or services of any lawyers, accountants, surveyors or other experts whose advice or services may to it seem necessary, expedient or desirable and rely upon any advice so obtained; 23.6.4 rely as to any matters of fact which might reasonably be expected to be within the knowledge of an Obligor upon a certificate signed by or on behalf of such Obligor; 23.6.5 rely upon any communication or document believed by it to be genuine; 23.6.6 refrain from exercising any right, power or discretion vested in it as Agent under the Senior Finance Documents unless and until instructed as described in Clause 23.5 (Instructions) as to whether or not such right, power or discretion is to be exercised and, if it is to be exercised, as to the manner in which it should be exercised; 23.6.7 refrain from acting in accordance with any instructions to begin any action or proceeding arising out of or in connection with the Senior Finance Documents until it shall have received such security as it may require (whether by way of payment in advance or otherwise) for all costs, claims, losses, expenses (including legal fees) and liabilities which it shall or may expend or incur in complying with such instructions; 23.6.8 refrain from acting where to do so would put it in breach of an applicable Legal Requirement; 23.6.9 treat each Facility Agent as the duly appointed and authorised agent of the relevant Lenders until it receives written notice to the contrary from the relevant Lenders; and 23.6.10 (in the case of the Intercreditor Agent) in applying any moneys received by it under any Security Document under Clause 33.6 (Application of Enforcement Proceeds), rely on any certificate made by the relevant Facility Agent Agent, Revolving Credit Facility Lender or Hedging Counterparty as to the identity of, and the amounts owing to, any of the Senior Secured Creditors and shall be protected in so relying.

Discretions. Notwithstanding any provision of the Senior Finance Documents, each Agent The Electronic Payments Account Bank may: 23.6.1 (a) assume, unless it has, in its capacity as AgentElectronic Payments Account Bank, received written notice to the contrary from any other Partyparty hereto or from the Security Agent, that (a) any representation made or deemed to be made by an Obligor in connection with the Senior Finance Documents no Event of Default has occurred and is true, continuing; (b) no Default has occurred, (c) no Obligor is in breach of or default under its obligations under the Senior Finance Documents engage and (d) any rightat the expense of the Issuer, power, authority or discretion vested in the Senior Finance Documents upon the Required Lenders, a Lending Group, the Lenders or any other Person or group of Persons has not been exercised; 23.6.2 assume provided that (a) the Facility Office of each Lender is that notified such expenses are reasonable and are agreed to it by such Lender in writing in advance by the Issuer and (bin any case in compliance with the Public Contracts Code) the information provided by each Lender pursuant to Clause 29 (Notices) is true and correct in pay all respects until it has received from such Lender notice of a change to the Facility Office or any such information and act upon any such notice until the same is superseded by a further notice; 23.6.3 engage and pay properly incurred costs for the advice or services of any lawyersbanker, accountantsbanking company, surveyors lawyer, accountant or any other professional advisers or experts whose advice or services may to it seem necessary, expedient or desirable and rely and act upon any advice so obtainedobtained for the performance of their respective duties and services hereunder and shall not be responsible for any loss occasioned by so acting. Failure to consult any such lawyer, banker, accountant or other expert shall not be construed as evidence of bad faith on the part of the Electronic Payments Account Bank; 23.6.4 (c) rely as to any matters of fact which might reasonably be expected to be within the knowledge of an Obligor the Issuer upon a certificate signed by or on behalf of such Obligorthe Issuer; 23.6.5 (d) in the absence of actual knowledge of fraud or deception, rely upon any communication or document believed by it to be genuine; 23.6.6 refrain from exercising (e) notwithstanding any rightother provision to the contrary, power the Electronic Payments Account Bank is not obliged to do or discretion vested in it as Agent under the Senior Finance Documents unless and until instructed as described in Clause 23.5 (Instructions) as omit to whether or not such right, power or discretion is to be exercised and, do anything if it is to be exercised, as would or might in its reasonable opinion constitute a breach of any law or a breach of a fiduciary duty or duty of confidentiality; (f) assume that all conditions for the making of any payment out of the amount standing to the manner in which it should be exercised; 23.6.7 refrain from acting in accordance with any instructions to begin any action or proceeding arising out of or in connection with the Senior Finance Documents until it shall have received such security as it may require (whether by way of payment in advance or otherwise) for all costs, claims, losses, expenses (including legal fees) and liabilities which it shall or may expend or incur in complying with such instructions; 23.6.8 refrain from acting where to do so would put it in breach of an applicable Legal Requirement; 23.6.9 treat each Facility Agent as the duly appointed and authorised agent credit of the relevant Lenders until Account held with it receives written which are specified in any instruction from Issuer or the Security Agent have been satisfied, unless it has actual notice to the contrary from the relevant Lenderscontrary; and 23.6.10 (in g) except where it has actual notice of any fraud, bad faith or wilful default by the case of the Intercreditor Agent) in applying any moneys received by it under any Security Document under Clause 33.6 (Application of Enforcement Proceeds)Issuer, rely on any communication, document, instruction or certificate made by the relevant Facility Agent or Hedging Counterparty as to the identity of, and the amounts owing to, of any of the Senior Secured Creditors kind prima facie properly executed and shall be protected and shall incur no liability for or in so relyingrespect of any action taken, omitted or suffered in reliance upon any facsimile, e-mail communication, instruction, certificate or document which it reasonably believes to be genuine and is from a person purporting to be (and whom the Electronic Payments Account Bank believes in good faith to be) an authorised person of the Issuer or the Security Agent, as sufficient instructions and authority of the authorised person of the Issuer as the Security Agent for the Electronic Payments Account Bank to act (and shall have no duty to ensure that any such instruction is accurate, correct, or in accordance with this Agreement).

Discretions. Notwithstanding any provision of the Senior Finance Documents, each Agent The DSRA Account Bank may: 23.6.1 (a) assume, unless it has, in its capacity as AgentDSRA Account Bank, received written notice to the contrary from any other Partyparty hereto or from the Security Agent, that (a) any representation made or deemed to be made by an Obligor in connection with the Senior Finance Documents no Event of Default has occurred and is true, continuing; (b) no Default has occurred, (c) no Obligor is in breach of or default under its obligations under the Senior Finance Documents engage and (d) any rightat the expense of the Issuer, power, authority or discretion vested in the Senior Finance Documents upon the Required Lenders, a Lending Group, the Lenders or any other Person or group of Persons has not been exercised; 23.6.2 assume provided that (a) the Facility Office of each Lender is that notified such expenses are reasonable and are agreed to it by such Lender in writing in advance by the Issuer and (bin any case in compliance with the Public Contracts Code) the information provided by each Lender pursuant to Clause 29 (Notices) is true and correct in pay all respects until it has received from such Lender notice of a change to the Facility Office or any such information and act upon any such notice until the same is superseded by a further notice; 23.6.3 engage and pay properly incurred costs for the advice or services of any lawyersbanker, accountantsbanking company, surveyors lawyer, accountant or any other professional advisers or experts whose advice or services may to it seem necessary, expedient or desirable and rely and act upon any advice so obtainedobtained for the performance of their respective duties and services hereunder and shall not be responsible for any loss occasioned by so acting. Failure to consult any such lawyer, banker, accountant or other expert shall not be construed as evidence of bad faith on the part of the DSRA Account Bank; 23.6.4 (c) rely as to any matters of fact which might reasonably be expected to be within the knowledge of an Obligor the Issuer upon a certificate signed by or on behalf of such Obligorthe Issuer; 23.6.5 (d) in the absence of actual knowledge of fraud or deception, rely upon any communication or document believed by it to be genuine; 23.6.6 refrain from exercising (e) notwithstanding any rightother provision to the contrary, power the DSRA Account Bank is not obliged to do or discretion vested in it as Agent under the Senior Finance Documents unless and until instructed as described in Clause 23.5 (Instructions) as omit to whether or not such right, power or discretion is to be exercised and, do anything if it is to be exercised, as would or might in its reasonable opinion constitute a breach of any law or a breach of a fiduciary duty or duty of confidentiality; (f) assume that all conditions for the making of any payment out of the amount standing to the manner in which it should be exercised; 23.6.7 refrain from acting in accordance with any instructions to begin any action or proceeding arising out of or in connection with the Senior Finance Documents until it shall have received such security as it may require (whether by way of payment in advance or otherwise) for all costs, claims, losses, expenses (including legal fees) and liabilities which it shall or may expend or incur in complying with such instructions; 23.6.8 refrain from acting where to do so would put it in breach of an applicable Legal Requirement; 23.6.9 treat each Facility Agent as the duly appointed and authorised agent credit of the relevant Lenders until Account held with it receives written which are specified in any instruction from Issuer or the Security Agent have been satisfied, unless it has actual notice to the contrary from the relevant Lenderscontrary; and 23.6.10 (in g) except where it has actual notice of any fraud, bad faith or wilful default by the case of the Intercreditor Agent) in applying any moneys received by it under any Security Document under Clause 33.6 (Application of Enforcement Proceeds)Issuer, rely on any communication, document, instruction or certificate made by the relevant Facility Agent or Hedging Counterparty as to the identity of, and the amounts owing to, of any of the Senior Secured Creditors kind prima facie properly executed and shall be protected and shall incur no liability for or in so relyingrespect of any action taken, omitted or suffered in reliance upon any facsimile, e-mail communication, instruction, certificate or document which it reasonably believes to be genuine and is from a person purporting to be (and whom the DSRA Account Bank believes in good faith to be) an authorised person of the Issuer or the Security Agent, as sufficient instructions and authority of the authorised person of the Issuer as the Security Agent for the DSRA Account Bank to act (and shall have no duty to ensure that any such instruction is accurate, correct, or in accordance with this Agreement).