Common use of FACILITY AGENT'S DISCRETIONS Clause in Contracts

FACILITY AGENT'S DISCRETIONS. The Facility Agent may: (a) assume, unless it has received notice to the contrary from any other Party or the ECA Insurer, that: (i) any representation made by the Borrower or the Parent in connection with the Finance Documents is true; (ii) no Event of Default or Event of Mandatory Prepayment has occurred; (iii) neither the Borrower nor the Parent is in breach of or default under its obligations under the Finance Documents; and (iv) any right, power, authority or discretion vested in the Lender or any other person or group of persons (whether pursuant to the Finance Documents or otherwise) has not been exercised; (b) 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; (c) rely as to any matters of fact which might reasonably be expected to be within the knowledge of the Borrower or the Parent upon a certificate signed by or on behalf of the Borrower or the Parent; (d) rely upon any communication or document believed by it to be genuine; (e) refrain from exercising any right, power or discretion vested in it as Facility Agent under the Finance Documents unless and until instructed by the Lender 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; and (f) refrain from acting in accordance with any instructions of the Lender to begin any legal action or proceeding arising out of or in connection with the Finance Documents until it has 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 together with any Indirect Tax thereon which it will or may expend or incur in complying with such instructions.

FACILITY AGENT'S DISCRETIONS. The Facility Agent may: (a) assume, unless it has has, in its capacity as agent for the Lenders, received notice to the contrary from any other Party or party to any of the ECA InsurerFinancing Documents, that: that (i) any representation made by the any Borrower or the Parent Guarantor in connection with any of the Finance Financing Documents is true; , (ii) no Event of Default or Event of Mandatory Prepayment has occurred; , (iii) neither the no Borrower nor the Parent or Guarantor is in breach of or default under its obligations under any of the Finance Documents; and Financing Documents and (iv) any right, power, authority or discretion vested in any of the Lender Financing Documents upon the Majority Lenders, the Lenders or any other person or group of persons (whether pursuant to the Finance Documents or otherwise) has not been exercised; (b) assume that the Facility Office of each Lender is that identified with its signature below (or, in the case of a Transferee, at the end of the Novation Certificate to which it is a party as Transferee) until it has received from such Lender a notice designating some other office of such Lender to replace its Facility Office and act upon any such notice until the same is superseded by a further such notice; (c) 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; (cd) rely as to any matters of fact which might reasonably be expected to be within the knowledge of the a Borrower or the Parent a Guarantor upon a certificate signed by or on behalf of the a Borrower or the ParentGuarantor; (de) rely upon any communication or document believed by it to be genuine; (ef) refrain from exercising any right, power or discretion vested in it as Facility Agent agent under any of the Finance Financing Documents unless and until instructed by the Lender Majority Lenders 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; and (fg) refrain from acting in accordance with any instructions of the Lender Majority Lenders to begin any legal action or proceeding arising out of or in connection with any of the Finance Financing Documents until it has 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 together with any Indirect Tax VAT thereon which it will or may expend or incur in complying with such instructions.

FACILITY AGENT'S DISCRETIONS. The Facility Agent may: (a) assume, unless it has has, in its capacity as Facility Agent, received notice to the contrary from any other Party party to this Agreement or it has actual knowledge to the ECA Insurercontrary, that: (i) any each representation made by the Borrower or the Parent an Obligor in connection with the Finance Documents this Agreement is true;, (ii) no Event of Default or Potential Event of Mandatory Prepayment Default has occurred;occurred and is continuing, (iii) neither the Borrower nor the Parent no Obligor is in breach of or default under its obligations under the a Finance Documents; Document, and (iv) any right, power, authority or discretion vested in this Agreement upon the Lender Majority Lenders, the Special Majority Lenders, the Lenders or any other person or group of persons (whether pursuant to the Finance Documents or otherwise) has not been exercised; (b) assume that the Facility Office of each Lender is that identified with such Lender in the First Schedule (Commitments) (or, in the case of a New Lender, at the end of the Transfer Certificate to which it is a party as a New Lender) unless it has received from such Lender a notice designating some other office of such Lender to replace its Facility Office; (c) 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; (cd) rely as to any matters of fact which might reasonably be expected to be within the knowledge of the Borrower or the Parent an Obligor upon a certificate signed by or on behalf of the Borrower or the ParentBorrower; (de) rely upon any communication or document believed by it to be genuine; (ef) refrain from exercising any right, power or discretion vested in it in its capacity as Facility Agent under the a Finance Documents Document unless and until instructed by the Lender Majority Lenders 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; and (fg) refrain from acting in accordance with any instructions of the Lender Majority Lenders to begin any legal action or proceeding arising out of or in connection with the a Finance Documents until it has received such security as it may require been indemnified and secured to its satisfaction (whether by way of payment in advance or otherwise) for against all costs, claims, losses, expenses (including legal fees) and liabilities together with any Indirect Tax tax thereon which it will or may expend or incur in complying with such instructions.

FACILITY AGENT'S DISCRETIONS. The Facility Agent may: (a) assume, unless it has received notice to the contrary from any other Party or the ECA Insurer, assume that: (i) any representation made by any of the Borrower or the Parent Borrowers in connection with the Finance Documents herewith is true; (ii) no Event of Default or Potential Event of Mandatory Prepayment Default has occurred; (iii) neither none of the Borrower nor the Parent Borrowers is in breach of or default under its obligations hereunder or under any of the Finance US Transaction Documents; and (iv) any right, power, authority or discretion vested in herein upon an Instructing Group, the Lender Banks or any other person or group of persons (whether pursuant to the Finance Documents or otherwise) has not been exercisedexercised unless the Facility Agent has, in its capacity as agent hereunder, actual knowledge of or received actual notice to the contrary from any other party hereto; (b) assume that the Facility Office of each Bank is that identified with its signature below (or, in the case of a Transferee, at the end of the Transfer Certificate to which it is a party as Transferee) until it has received from such Bank a notice designating some other office of such Bank to replace any such Facility Office and act upon any such notice until the same is superseded by a further such notice; (c) 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; (cd) rely as to any matters of fact which might reasonably be expected to be within the knowledge of any of the Borrower or the Parent Obligors upon a certificate signed by or on behalf of the Borrower or the Parentsuch Obligor; (de) rely upon any communication or document believed by it to be genuine; (ef) refrain from exercising any right, power or discretion vested in it as Facility Agent under the Finance Documents agent hereunder unless and until instructed by the Lender an Instructing Group 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; and (fg) refrain from acting in accordance with any instructions of the Lender an Instructing Group to begin any legal action or proceeding arising out of or in connection with the Finance Documents this Agreement until it has 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 together with any Indirect Tax VAT thereon which it will or may expend or incur in complying with such instructions.

FACILITY AGENT'S DISCRETIONS. The Facility Agent may: (a) 34.2.1 assume, unless it has has, in its capacity as Facility Agent for the Banks, received notice to the contrary from any other Party or the ECA Insurerparty hereto, that: that (ia) any representation made or deemed to be made by the Borrower or the Parent an Obligor in connection with the Finance Credit Facility Documents is true; , (iib) no Event of Default or Potential Event of Mandatory Prepayment Default has occurred; , (iiic) neither the Borrower nor the Parent no Obligor is in breach of or default under its obligations under the Finance Documents; and Credit Facility Documents and (ivd) any right, power, authority or discretion vested in herein upon an Instructing Group, the Lender Banks or any other person or group of persons (whether pursuant to the Finance Documents or otherwise) has not been exercised; 34.2.2 assume that (a) the Facility Office of each Bank is that notified to it by such Bank in writing and (b) the information provided by each Bank pursuant to Clause 40 (Notices), Clause 34.16 (Banks' Mandatory Cost Details) and Schedule 11 (Mandatory Costs) is true and correct in all respect until it has received from such Bank 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; 34.2.3 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; (c) 34.2.4 rely as to any matters of fact which might reasonably be expected to be within the knowledge of the Borrower or the Parent an Obligor upon a certificate signed by or on behalf of the Borrower or the Parentsuch Obligor; (d) 34.2.5 rely upon any communication or document believed by it to be genuine; (e) 34.2.6 refrain from exercising any right, power or discretion vested in it as Facility Agent under the Finance Documents hereunder unless and until instructed by the Lender an Instructing Group 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; and; (f) 34.2.7 refrain from acting in accordance with any instructions of the Lender an Instructing Group to begin any legal action or proceeding arising out of or in connection with the Finance Documents this Agreement until it has 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 together with any Indirect Tax VAT thereon which it will or may expend or incur in complying with such instructions; 34.2.8 assume that the rate as expressed to be the Official Rate in any Notice of Drawdown is accurate as of the proposed date of the Advance requested therein; and 34.2.9 assume (unless it has specific notice to the contrary) that any notice or request made by the Obligors' Agent is made on behalf of all the Obligors.