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

Rights and discretions of the Facility Agent. (a) The Facility 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 Facility Agent may assume (unless it has received notice to the contrary in its capacity as agent for the Lenders) that: (i) no Default has occurred (unless it has actual knowledge of a Default arising under Clause 21.1 (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 Company (other than a Utilisation Request or Selection Notice) is made on behalf of and with the consent and knowledge of all the Obligors. (c) The Facility Agent may engage, pay for and rely on the advice or services of any lawyers, accountants, surveyors or other experts. (d) The Facility Agent may act in relation to the Finance Documents through its personnel and agents. (e) The Facility Agent may disclose to any other Party any information it reasonably believes it has received as agent under this Agreement. (f) Without prejudice to the generality of paragraph (e) above, the Facility Agent may disclose the identity of a Defaulting Lender to the other Finance Parties and the Company and shall disclose the same upon the written request of the Company or the Majority Lenders. (g) Notwithstanding any other provision of any Finance Document to the contrary, neither the Facility Agent nor the Arranger 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. (h) The Facility Agent is not obliged to disclose to any Finance Party any details of the rate notified to the Facility Agent by any Lender or the identity of any such Lender for the purpose of paragraph (a)(ii) of Clause 10.2 (Market disruption).

Rights and discretions of the Facility Agent. (a) The Facility Agent may rely on: (i) any communications, representation, notice or document believed by it to be genuine, correct and appropriately authorised and shall have no duty to verify any signature on any document or to check the adequacy, accuracy or completeness of any documents it forwards to another Party; and (ii) any statement purportedly 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 Facility Agent may assume (unless it has received notice to the contrary in its capacity as agent for the Lenders) that: (i) no Default has occurred (unless it has actual knowledge of a Default arising under Clause 21.1 22.1 (Non-payment))) and is not obliged to enquire as to the occurrence or confirmation of a Default. The Facility Agent has no duty to monitor (1) any Default has occurred; or (2) the performance, default or any breach by any Party of its obligations under the Finance Documents or any other documents thereto or (3) whether any other event specified in any Finance Document has occurred or not; (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 Company (other than a Utilisation Request or Selection Notice) Obligors' Agent is made on behalf of and with the consent and knowledge of all the Obligorseach other Obligor. (c) The Facility Agent may engage, pay for and rely on the advice or services of any lawyers, accountants, surveyors or other expertsexperts as it considers necessary or desirable. (d) The Facility Agent may act in relation to the Finance Documents through its personnel and agents. (e) The Facility Agent may disclose to any other Party any information it reasonably believes it has received as agent under this Agreement. (f) Without prejudice to the generality of paragraph (e) above, the Facility Agent may disclose the identity of a Defaulting Lender to the other Finance Parties and the Company and shall disclose the same upon the written request of the Company or the Majority Lenders. (g) Notwithstanding any other provision of any Finance Document to the contrary, neither the Facility any Transaction Agent nor the Mandated Lead Arranger and Bookrunner 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. (h) The Facility Agent is not obliged to disclose to any Finance Party any details of the rate notified to the Facility Agent by any Lender or the identity of any such Lender for the purpose of paragraph (a)(ii) of Clause 10.2 (Market disruption).

Rights and discretions of the Facility Agent. (aA) The Facility Agent may rely on: (i) any representation, notice or document believed by it to be genuine, correct and appropriately authorised authorised; and (ii) any statement made by a director, authorised signatory 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. (bB) The Facility Agent may assume (unless it has received notice to the contrary in its capacity as agent for the Lenders) that: (i) no Default has occurred (unless it has actual knowledge of a Default arising under Clause clause 21.1 (Non-payment)); (ii) any right, power, authority or discretion vested in any Party or the Majority Lenders (or any consistent majority of Lenders) has not been exercised; and; (iii) any notice or request made by the Company an Obligor (other than a Utilisation Request or Selection NoticeRequest) is made on behalf of and with the consent and knowledge of all the Obligors; and (iv) any instructions received by it from the Majority Lenders, any Lenders or any group of Lenders are duly given in accordance with the terms of the Finance Documents and, unless it has received notice of revocation, that those instructions have not been revoked. (cC) The Facility Agent may engagerely on a certificate from any person: (i) as to any matter of fact or circumstance which might reasonably be expected to be within the knowledge of that person; or (ii) to the effect that such person approves of any particular dealing, transaction, step, action or thing, as sufficient evidence that that is the case and, in the case of paragraph (i) above, may assume the truth and accuracy of that certificate. (D) The Facility Agent may engage and pay for the advice or services of any lawyers, accountants, tax advisers, surveyors or other professional advisers or experts if the Facility Agent in its reasonable opinion deems this to be necessary. (E) Without prejudice to the generality of paragraph (D) above or paragraph (F) below, the Facility Agent may at any time engage and pay for the services of any lawyers to act as independent counsel to the Facility Agent (and so separate from any lawyers instructed by the Lenders) if the Facility Agent in its reasonable opinion deems this to be necessary. (F) The Facility Agent may rely on the advice or services of any lawyers, accountants, tax advisers, surveyors or other expertsprofessional advisers or experts (whether obtained by the Facility Agent or by any other Party) and shall not be liable for any damages, costs or losses to any person, any diminution in value or any liability whatsoever arising as a result of its so relying. (dG) The Facility Agent may act in relation to the Finance Documents through its personnel personnel, officers, employees and agents. (eH) The Facility Agent may disclose to any other Party any information it reasonably believes it has received as agent under this Agreement. (f) Without prejudice to the generality of paragraph (e) above, the Facility Agent may disclose the identity of a Defaulting Lender to the other Finance Parties and the Company and shall disclose the same upon the written request of the Company or the Majority Lenders. (gI) Notwithstanding any other provision of any Finance Document to the contrary, neither the Facility Agent nor the any Mandated Lead Arranger 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. (hJ) The Notwithstanding any provision of any Finance Document to the contrary, the Facility Agent is not obliged to disclose to expend or risk its own funds or otherwise incur any Finance Party any details financial liability in the performance of the rate notified to the Facility Agent by any Lender its duties, obligations or responsibilities or the identity exercise of any right, power, authority or discretion if it has grounds for believing the repayment of such Lender for the purpose of paragraph (a)(ii) of Clause 10.2 (Market disruption)funds or adequate indemnity against, or security for, such risk or liability is not reasonably assured to it.

Rights and discretions of the Facility Agent. (a) The Facility Agent may rely on: (i) any representation, notice or document believed by it to be genuine, correct and appropriately authorised 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 Facility Agent may assume (unless it has received notice to the contrary in its capacity as agent Facility Agent for the Lenders) that: (i) no Default has occurred (unless it has actual knowledge of a Default arising under Clause 21.1 clause 25.1 (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 Company (other than a Utilisation Request or Selection NoticeRequest) is made on behalf of and with the consent and knowledge of all the Obligors. (c) The Facility Agent may engage, pay for and rely on the advice or services of any lawyers, accountants, surveyors or other experts. (d) The Facility Agent may act in relation to the Finance Documents through its their respective personnel and agentsFacility Agents. (e) The Facility Agent may disclose to any other Party any information it reasonably believes it has received as agent Facility Agent under this Agreement. (f) Without prejudice to the generality of paragraph (eg) above, the Facility Agent Agent: (i) may disclose the identity of a Defaulting Lender to the other Finance Parties and the Company and shall disclose the same upon disclose; and (ii) on the written request of the Company or the Majority LendersLenders shall, as soon as reasonably practicable, disclose, the identity of a Defaulting Lender to the Company and to the other Finance Parties. (g) Notwithstanding any other provision of any Finance Document to the contrary, neither the Facility Agent nor the Arranger 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. (h) The Facility Agent is not obliged to disclose to any Finance Party any details of the rate notified to the Facility Agent by any Lender or the identity of any such Lender for the purpose of paragraph (a)(ii) of Clause 10.2 (Market disruption).

Rights and discretions of the Facility Agent. (a) The Facility Agent may rely on: (i) any representation, notice or document believed by it to be genuine, correct and appropriately authorised 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 Facility Agent may assume (unless it has received notice to the contrary in its capacity as agent for the Lenders) that: (i) no Default has occurred (unless it has actual knowledge of a Default arising under Clause 21.1 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 Company (other than a Utilisation Request or Selection NoticeRequest) is made on behalf of and with the consent and knowledge of all the Obligors. (c) The Facility Agent may engage, pay for and rely on the advice or services of any lawyers, accountants, surveyors or other experts. (d) The Facility Agent may act in relation to the Finance Documents through its personnel and agents. (e) The Facility Agent may disclose to any other Party any information it reasonably believes it has received as agent under this Agreement. (f) Without prejudice to the generality of paragraph (e) above, the Facility Agent may disclose the identity of a Defaulting Lender to the other Finance Parties and the Company and shall disclose the same upon the written request of the Company or the Majority Lenders. (g) Notwithstanding any other provision of any Finance Document to the contrary, neither the Facility Agent nor the Arranger 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. (h) The Facility Agent is not obliged to disclose to any Finance Party any details of the rate notified to the Facility Agent by any Lender or the identity of any such Lender for the purpose of paragraph (a)(ii) of Clause 10.2 (Market disruption).

Rights and discretions of the Facility Agent. (a) The Facility Agent may rely on: (i) shall not be obliged to monitor or enquire as to whether or not a Default or Potential Default has occurred. The Facility Agent shall be entitled to assume that no Default or Potential Default has occurred unless it receives notice to the contrary from the Company or any representationBank describing the Default or Potential Default and stating that such notice is a Default Notice or unless it is aware of a payment default under this Agreement, notice or document believed by in which case 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 verifyshall promptly notify each Bank. (b) The Facility Agent may assume (unless it has received notice to the contrary in its capacity as agent for the LendersBanks) that: (i) no Default has occurred (unless it has actual knowledge of a Default arising under Clause 21.1 (Non-payment)); (ii) that any right, power, authority or discretion vested in any Party or the Majority Lenders Banks has not been exercised; and (iii) any notice or request made by the Company (other than a Utilisation Request or Selection Notice) is made on behalf of and with the consent and knowledge of all the Obligors. (c) The Facility Agent may engageassume that: (i) any instructions received by it from the Majority Banks, pay for and rely on any Banks or any group of Banks are duly given in accordance with the advice or services terms of any lawyersthe Financing Documents; and (ii) unless it has received notice of revocation, accountants, surveyors or other expertsthat those instructions have not been revoked. (d) The Facility Agent may act in relation to the Finance Financing Documents through its personnel officers, employees and agents. (e) The Unless a Financing Document expressly provides otherwise the Facility Agent may disclose to any other Party any information it reasonably believes it has received as agent under this Agreement. . (f) Without prejudice to the generality of paragraph (e) above, the Facility Agent Agent: (i) may disclose the identity of a Defaulting Lender to the other Finance Parties and the Company and shall disclose the same upon disclose; and (ii) on the written request of the Company or the Majority Lenders. (g) Notwithstanding any other provision of any Finance Document to the contraryBanks shall, neither the Facility Agent nor the Arranger 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. (h) The Facility Agent is not obliged to disclose to any Finance Party any details of the rate notified to the Facility Agent by any Lender or as soon as reasonably practicable, disclose, the identity of any such Lender for a Defaulting Bank to the purpose of paragraph (a)(ii) of Clause 10.2 (Market disruption)Company and to the other Finance Parties.

Rights and discretions of the Facility Agent. (a) 24.6.1 The Facility Agent Agent, may rely on: (ia) any representation, notice or document believed by it to be genuine, correct and appropriately authorised authorised; and (iib) any statement made by a directormanagement board member, 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) 24.6.2 The Facility Agent may assume (unless it has received notice to the contrary in its capacity as agent for the Lenders) that: (ia) no Default has occurred (unless it has actual knowledge of a Default arising under Clause clause 21.1 (Non-payment)); (iib) any right, power, authority or discretion vested in any Party or the Majority Lenders has not been exercised; and (iiic) any notice or request made by the Company Borrower (other than a Utilisation Request or Selection NoticeRequest) is made on behalf of and with the consent and knowledge of all the ObligorsBorrower. (c) 24.6.3 The Facility Agent may engage, pay for engage and rely on the advice or services of any lawyers, accountants, surveyors or other experts, if its needs an expert opinion on (including without limitations) the legal effect of the Finance Documents, the value of the Security Property, Environmental Claims, financial statements, the release of the Security, etc. The reasonable cost of such services and/or advice within the upper limit of EUR 40,000 shall be borne by the Borrower. (d) 24.6.4 The Facility Agent may act in relation to the Finance Documents through its their respective personnel and agents. (e) 24.6.5 The Facility Agent may disclose to any other Party any information it each of them reasonably believes it has received in its capacity as agent under this Agreement. (f) Without prejudice to the generality of paragraph (e) above, the Facility Agent may disclose the identity of a Defaulting Lender to the other Finance Parties and the Company and shall disclose the same upon the written request of the Company or the Majority Lenders. (g) 24.6.6 Notwithstanding any other provision of any Finance Document or, as the case may be, the Security Documents to the contrary, neither the Facility Agent nor and the Arranger is Arrangers are not obliged to do or omit to do anything if it would or might in its their reasonable opinion constitute a breach of any law or regulation or a breach of a fiduciary duty or duty of confidentiality. (h) The Facility Agent is not obliged to disclose to any Finance Party any details of the rate notified to the Facility Agent by any Lender or the identity of any such Lender for the purpose of paragraph (a)(ii) of Clause 10.2 (Market disruption).

Rights and discretions of the Facility Agent. (a) The Facility Agent may rely onmay: (i) rely on any representation, communication, notice or document believed by it to be genuine, correct and appropriately authorised authorised; (ii) assume that: (A) any instructions received by it from the Majority Lenders, any Lenders or any group of Lenders are duly given in accordance with the terms of the Finance Documents; and (iiB) unless it has received notice of revocation, that those instructions have not been revoked; and (iii) rely on a certificate from any statement made by a director, authorised signatory person: (A) as to any matter of fact or employee of any person regarding any matters circumstance which may might reasonably be assumed expected to be within his the knowledge of that person; or (B) to the effect that such person approves of any particular dealing, transaction, step, action or within his power to verifything, as sufficient evidence that this is the case and, in the case of clause 15.5(a)(iii)(A), may assume the truth and accuracy of that certificate. (b) The Facility Agent may assume (unless it has received notice to the contrary in its capacity as agent for the LendersFinance Parties) that: (i) no Event of Default or Potential Event of Default has occurred (unless it has actual knowledge of a Default thereof arising under Clause 21.1 (Non-paymentclause 15.3));; and (ii) any right, power, authority or discretion vested in any Party or the Majority any group of Lenders has not been exercised; and (iii) any notice or request made by the Company (other than a Utilisation Request or Selection Notice) is made on behalf of and with the consent and knowledge of all the Obligors. (c) The Facility Agent may engage, engage and pay for and the advice or services of any lawyers, accountants, tax advisers, surveyors or other professional advisers or experts. (d) The Facility Agent may rely on the advice or services of any lawyers, accountants, tax advisers, surveyors or other expertsprofessional advisers or experts (whether obtained by the Facility Agent or any other Party) and shall not be liable for any damages, costs or losses to any person, any diminution in value or any liability whatsoever arising as a result of its so relying. (de) The Facility Agent may act in relation to the Finance Documents through its personnel officers, employees and agents, and the Facility Agent shall not: (i) be liable for any error of judgment made by any such person; or (ii) be bound to supervise, or be in any way responsible for, any loss incurred by reason of misconduct, omission or default on the part of any such person, unless such error or such loss was directly caused by the gross negligence or wilful misconduct of the Facility Agent. (ef) The Unless a Finance Document expressly provides otherwise, the Facility Agent may disclose to any other Party any information it reasonably believes it has received as agent under this Agreement. (f) Without prejudice to the generality of paragraph (e) above, the Facility Agent may disclose the identity of a Defaulting Lender to the other Finance Parties and the Company and shall disclose the same upon the written request of the Company or the Majority Lenders. (g) Notwithstanding any other provision of any Finance Document to the contrary, neither the Facility Agent nor the Arranger is not 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. (h) The Notwithstanding any provision of any Finance Document to the contrary, the Facility Agent is not obliged to disclose to expend or risk its own funds or otherwise incur any Finance Party any details financial liability in the performance of the rate notified to the Facility Agent by any Lender its duties, obligations or responsibilities or the identity exercise of any right, power, authority or discretion if it has grounds for believing the repayment of such Lender for the purpose of paragraph (a)(ii) of Clause 10.2 (Market disruption)funds or adequate indemnity against, or security for, such risk or liability is not reasonably assured to it.

Rights and discretions of the Facility Agent. (a) The Facility Agent may rely on: (i) any representation, notice or document believed by it to be genuine, correct and appropriately authorised 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 Facility Agent may assume (unless it has received notice to the contrary in its capacity as agent for the LendersFinance Parties) that: (i) no Default has occurred (unless it has actual knowledge of a Default arising under Clause 21.1 22.1 (Non-payment) of this Agreement));; and (ii) any right, power, authority or discretion vested in any Party party to any Finance Document or the Majority Lenders or the Majority Tranche Lenders (as defined in Clause 34.2 (Exceptions)) with respect to any Tranche has not been exercised; and (iii) any notice or request made by the Company (other than a Utilisation Request or Selection Notice) is made on behalf of and with the consent and knowledge of all the Obligors. (c) The Facility Agent may engage, pay for and rely on the advice or services of any lawyers, accountants, surveyors or other experts. (d) The Facility Agent may act in relation to the Finance Documents through its personnel and agents. (e) The Facility Agent may disclose to any other Party party to any Finance Document any information it reasonably believes it has received as agent under this Agreementany Finance Document. (f) Without prejudice to the generality of paragraph (e) above, the Facility Agent may disclose the identity of a Defaulting Lender to the other Finance Parties and the Company and shall disclose the same upon the written request of the Company or the Majority Lenders. (g) Notwithstanding any other provision of any Finance Document to the contrary, neither the Facility Agent nor the Arranger 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. (hg) The Facility Agent is not obliged shall be entitled to disclose request instructions, or clarification of any direction, from the Majority Lenders as to whether, and in what manner, it should exercise or refrain from exercising any Finance Party any details of the rate notified to rights, powers and discretions and the Facility Agent may refrain from acting unless and until those instructions or clarification are received by any Lender or the identity of any such Lender for the purpose of paragraph (a)(ii) of Clause 10.2 (Market disruption)it.

Rights and discretions of the Facility Agent. (a) The Facility Agent may rely on: (i) any representation, notice or document believed by it to be genuine, correct and appropriately authorised and shall have no duty to verify any signature on any document; and (ii) any statement purportedly 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 Facility Agent may assume (unless it has received notice to the contrary in its capacity as agent for the LendersFinance Parties) that: (i) no Default has occurred (unless it has actual knowledge of a Default arising under Clause 21.1 23.1 (Non-payment)); (ii) any right, power, authority or discretion vested in any Party party to any Finance Document, the Majority Lenders or the Majority applicable Lenders has not been exercised; and (iii) any notice or request made by the Company Borrower (other than a Utilisation Request or Selection Notice) is made on behalf of and with the consent and knowledge of all the Obligorseach Obligor. (c) The Facility Agent may: (i) assume that: (A) any instructions received by it from the Majority Lenders, any Lender or any group of Lenders are duly given in accordance with the terms of the Finance Documents; and (B) unless it has received notice of revocation, those instructions have not been revoked; and (ii) rely on a certificate from any person: (A) as to any matter of fact or circumstance which might reasonably be expected to be within the knowledge of that person; or (B) to the effect that such person approves of any particular dealing, transaction, step, action or thing, as sufficient evidence that that is the case and, in the case of paragraph (A) above, may assume the truth and accuracy of that certificate. (d) The Facility Agent may engage, pay for and rely on the advice or services of any lawyers, accountants, surveyors or other experts. (e) Without prejudice to the generality of paragraph (d) above or paragraph (f) below, the Facility Agent may at any time engage and pay for the services of any lawyers to act as independent counsel to the Facility Agent (and so separate from any lawyers instructed by the Lenders) if the Facility Agent in its reasonable opinion deems this to be necessary. (f) The Facility Agent may rely on the advice or services of any lawyers, accountants, tax advisers, surveyors or other professional advisers or experts (whether obtained by the Facility Agent or by any other Party) and shall not be liable for any damages, costs or losses to any person, any diminution in value or any liability whatsoever arising as a result of its so relying. (g) The Facility Agent may act in relation to the Finance Documents through its personnel personnel, agents and affiliates. The Facility Agent shall not be liable for the acts or omissions of any such agents provided that it has acted in good faith in the selection of such agents. (eh) The Facility Agent may disclose to any other Party party to any Finance Document any information it reasonably believes it has received as agent under this Agreementany Finance Document. (f) Without prejudice to the generality of paragraph (e) above, the Facility Agent may disclose the identity of a Defaulting Lender to the other Finance Parties and the Company and shall disclose the same upon the written request of the Company or the Majority Lenders. (gi) Notwithstanding any other provision of any Finance Document to the contrary, neither the Facility Agent nor the Arranger is obliged to (i) 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 confidentialityconfidentiality or (ii) disclose any information that is stated to be confidential. (hj) The Facility Agent is not obliged to disclose to any Finance Party any details of the any rate notified to the Facility Agent by any Lender or the identity of any such Lender for the purpose of paragraph (a)(ii) of Clause 10.2 11.1 (Market disruption)) or the identity of any such Lender. (k) Notwithstanding any provision of any Finance Document to the contrary, no Transaction Agent is obliged to expend or risk its own funds or otherwise incur any financial liability in the performance of its duties, obligations or responsibilities or the exercise of any right, power, authority or discretion if it has 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.

Rights and discretions of the Facility Agent. (a) The Facility Agent may rely on: (i) any representation, notice or document believed by it to be genuine, correct and appropriately authorised 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 Facility Agent may assume (unless it has received notice to the contrary in its capacity as agent Facility Agent for the Lenders) that: (i) no Default has occurred (unless it has actual knowledge of a Default arising under Clause 21.1 22.1 (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 Company (other than a Utilisation Request or Selection NoticeRequest) is made on behalf of and with the consent and knowledge of all the Obligors. (c) The Facility Agent may engage, pay for and rely on the advice or services of any lawyers, accountants, surveyors or other experts. (d) The Facility Agent may act in relation to the Finance Documents through its personnel and agents. (e) The Facility Agent may disclose to any other Party any information it reasonably believes it has received as agent Facility Agent under this Agreement. (f) Without prejudice to the generality of paragraph (e) above, the Facility Agent may disclose the identity of a Defaulting Lender to the other Finance Parties and the Company and shall disclose the same upon the written request of the Company or the Majority Lenders. (g) Notwithstanding any other provision of any Finance Document to the contrary, neither the Facility Agent nor the Arranger 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. (h) The Facility Agent is not obliged to disclose to any Finance Party any details of the rate notified to the Facility Agent by any Lender or the identity of any such Lender for the purpose of paragraph (a)(ii) of Clause 10.2 (Market disruption).