Common use of Rights and discretions Clause in Contracts

Rights and discretions. (a) The Agent and the Issuing Bank 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 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 27.1 (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 Parent (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 Agent may engage, pay for and rely on the advice or services of any lawyers, accountants, surveyors or other experts. (d) The Agent may act in relation to the Finance Documents through its personnel and agents. (e) The 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 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.

Rights and discretions. (a) The Agent and the Issuing Bank may rely onmay: (i) rely on any representation, communication, notice or document believed by it to be genuine, correct and appropriately 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) any statement made by a directorunless it has received notice of revocation, authorised signatory or employee that those instructions have not been revoked, and no revocation of any person regarding such instructions shall affect any matters actions taken by the Agent in reliance on such instructions prior to actual receipt of a written notice of revocation; and (iii) rely on a certificate from any person: (A) as to any matter of fact or 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 that is the case and, in the case of clause 23.7(a)(iii)(A), may assume the truth and accuracy of that certificate. (b) The 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 27.1 clause 20.1 (Non-payment)); (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 Parent 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 Agent may engage, engage and pay for the advice or services of any lawyers, accountants, tax advisers, surveyors or other professional advisers or experts. (d) Without prejudice to the generality of clause 23.7(c) or clause 23.7(e), the Agent may at any time engage and pay for the services of any lawyers to act as independent counsel to the Agent (and so separate from any lawyers instructed by the Lenders) if the Agent in its reasonable opinion deems this to be necessary. (e) The 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 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. (df) The Agent may act in relation to the Finance Documents through its personnel officers, employees and agents. (eg) The Unless a Finance Document expressly provides otherwise the Agent may disclose to any other Party any information it reasonably believes it has received as agent under this Agreement. (fh) Without prejudice Notwithstanding any other provision of any Finance Document to the generality contrary, neither the 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 paragraph any law or regulation or a breach of a fiduciary duty or duty of confidentiality. (ei) aboveNotwithstanding any provision of any Finance Document to the contrary, the Agent may disclose is not obliged to expend or risk its own funds or otherwise incur any financial liability in the identity performance of a Defaulting Lender to the other Finance Parties and the Parent and shall disclose the same upon the written request of the Parent its duties, obligations or responsibilities or the Majority Lendersexercise 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. (a) 24.7.1 The Initial ACF Agent and the Issuing Bank may rely onmay: (i) rely on any representation, communication, notice or document (including, without limitation, any notice given by a Lender pursuant to Clauses 22.2.2 and 22.2.3) believed by it to be genuine, correct and appropriately 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 Initial ACF 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 or within his power to verify.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 Clause 24.7.1(iii)(a), may assume the truth and accuracy of that certificate. 24.7.2 The Initial ACF 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 27.1 pursuant to paragraph 1 of schedule 4 (Non-payment)Events of Default) to the Common Terms Agreement); (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 Parent Borrower Security Group Agent (other than a Utilisation Request or Selection Notice) is made on behalf of and with the consent and knowledge of all the Obligors.; and (iv) no Notifiable Debt Purchase Transaction: (a) has been entered into; (b) has been terminated; or (c) The Agent may engage, pay for and rely on the advice or services of any lawyers, accountants, surveyors or other expertshas ceased to be with a Sponsor Affiliate. (d) The Agent may act in relation to the Finance Documents through its personnel and agents. (e) The 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 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.

Rights and discretions. (a) The Agent and the Issuing Bank 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 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 27.1 (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 Parent 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 Agent and the Issuing Bank may engage, pay for and rely on the advice or services of any lawyers, accountants, surveyors or other experts. (d) The Agent and the Issuing Bank may act in relation to the Finance Documents through its personnel and agents. (e) The Agent may disclose to any other Party any information it reasonably believes it has received as agent under this Agreement. (f) Without prejudice Notwithstanding any other provision of any Finance Document to the generality contrary, none of paragraph (e) abovethe Agent, the Agent may disclose Arrangers or the identity Issuing Bank 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 Defaulting Lender to the other Finance Parties and the Parent and shall disclose the same upon the written request fiduciary duty or duty of the Parent or the Majority Lendersconfidentiality.

Rights and discretions. (a) The Agent and the Issuing Bank 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 may assume (unless it has received notice to the contrary in its capacity as agent for the LendersLenders and Hedge Counterparties) that: (i) no Default has occurred (unless it has actual knowledge of a Default arising under Clause 27.1 paragraph 1 (Non-payment)) of Schedule 9 (Events of Default); (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 Parent 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 Agent may engage, pay for and rely on the advice or services of any lawyers, accountants, surveyors or other experts. (d) The Agent may act in relation to the Finance Documents through its personnel and agents. (e) The Agent may disclose to any other Party any information it reasonably believes it has received as agent under this Agreement. (f) Without prejudice Notwithstanding any other provision of any Finance Document to the generality contrary, none of paragraph (e) above, the Agent may disclose or the identity Arrangers 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 Defaulting Lender to the other Finance Parties and the Parent and shall disclose the same upon the written request fiduciary duty or duty of the Parent or the Majority Lendersconfidentiality.

Rights and discretions. (a) The Agent Agents and the Issuing Bank 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 Agents 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 27.1 28.1 (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 Parent Original Borrower (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 Agent Agents may engage, pay for and rely on (whether or not retained by the Agent) the advice or services of any lawyers, accountants, surveyors or other experts. (d) The Agent Agents may act in relation to the Finance Documents through its personnel and agents. (e) The Agent Agents may disclose to any other Party any information it reasonably believes it has received as agent under this Agreement. (f) Without prejudice Notwithstanding any other provision of any Finance Document to the generality contrary, none of paragraph (e) abovethe Agents, the Agent may disclose Issuing Bank or the identity Mandated Lead 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 Defaulting Lender to the other Finance Parties and the Parent and shall disclose the same upon the written request fiduciary duty or duty of the Parent or the Majority Lendersconfidentiality.

Rights and discretions. (a) The Agent and the Issuing Bank 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 may assume (unless it has received notice to the contrary in its capacity as agent for the Lenders) that: (i) no Default or Exclusive US Obligor Default has occurred (unless it has actual knowledge of a Default or Exclusive US Obligor Default arising under Clause 27.1 (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 Parent Company (other than a Utilisation Loan Request or Selection Notice) is made on behalf of and with the consent and knowledge of all the Obligors. (c) The Agent may engage, pay for and rely on the advice or services of any lawyers, accountants, surveyors or other experts. (d) The Agent may act in relation to the Finance Documents through its personnel and agents. (e) The Agent may disclose to any other Party any information it reasonably believes it has received as agent under this Agreement. (f) Without prejudice Notwithstanding any other provision of any Finance Document to the generality of paragraph (e) abovecontrary, neither the Agent may disclose nor the identity Arrangers 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 Defaulting Lender to the other Finance Parties and the Parent and shall disclose the same upon the written request fiduciary duty or duty of the Parent or the Majority Lendersconfidentiality.

Rights and discretions. (a) The Agent and Facility Agent, the Issuing Bank and each Ancillary Lender 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 27.1 26.1 (Non-Non payment)); (ii) any right, power, authority or discretion vested in any Party Party, the Majority Lenders, the Super Majority Lenders or the Majority Lenders has not been exercised; and (iii) any notice or request made by the Parent (other than a Utilisation Request or Selection Notice) Company is made on behalf of and with the consent and knowledge of all the Obligors. (c) The Agent Facility Agent, the Issuing Bank and each Ancillary Lender may engage, pay for and rely on the advice or services of any lawyers, accountants, surveyors or other experts. (d) The Agent Facility Agent, the Issuing Bank and each Ancillary Lender may act in relation to the Finance Documents through its personnel and agents. The Facility Agent shall not be liable for the negligence or misconduct of such 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 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.

Rights and discretions. (a) The Agent and the Issuing Bank 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) that: (i) no Default has occurred (unless it has actual knowledge of a Default arising under Clause 27.1 26.1 (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 Parent (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 Agent and the Security Agent may engage, pay for and rely on the advice or services of any lawyers, accountants, surveyors or other experts. (d) The Agent and the Security Agent may act in relation to the Finance Documents through its personnel and agents. (e) The Agent and the Security Agent may disclose to any other Party any information it reasonably believes it has received as agent under this Agreement. (f) Without prejudice Notwithstanding any other provision of any Finance Document to the generality contrary, none of the Agent, the Security Agent or the MLAs 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. (g) The Agent may not disclose to any Finance Party any details of the rate notified to the Agent by any Lender or the identity of any such Lender for the purpose of paragraph (ea)(ii) 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 LendersClause 12.2 (Market disruption).

Rights and discretions. (a) The Security Agent and the Issuing Bank may rely onTrustee may: (i) rely on any representation, communication, notice or document believed by it to be genuine, correct and appropriately authorisedauthorised and, other than in the case of manifest error, shall have no duty or obligation to verify or confirm that the person who, as applicable, gave such representation or sent such communication, notice or document is in fact authorised to do so; (ii) assume that: (A) any instructions received by it from the Majority Bridge Noteholders, any Finance Parties or any group of Finance Parties are duly given in accordance with the terms of the Bridge 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, (C) 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. (b) The Agent Trustee may assume (unless it has received written 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 27.1 15.2 (Non-payment)); (ii) any right, power, authority or discretion vested in any Party or the Majority Lenders any group of Finance Parties has not been exercised; and (iii) any notice or request made by the Parent (other than a Utilisation Request or Selection Notice) Issuer is made on behalf of and with the consent and knowledge of all the Obligors. (c) The Agent Trustee may engage, engage and pay for and rely on the advice or services of any lawyers, accountants, tax advisers, surveyors or other professional advisers or experts. (d) The Agent may act in relation to the Finance Documents through its personnel and agents. (e) The 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 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.

Rights and discretions. (a) The Security Agent and the Issuing Bank may rely onTrustee may: (i) rely on any representation, communication, notice or document believed by it to be genuine, correct and appropriately authorisedauthorised and, other than in the case of manifest error, shall have no duty or obligation to verify or confirm that the person who, as applicable, gave such representation or sent such communication, notice or document is in fact authorised to do so; (ii) assume that: (A) any instructions received by it from the Majority Bridge Noteholders, any Finance Parties or any group of Finance Parties are duly given in accordance with the terms of the Bridge 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, 84 (C) 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. (b) The Agent Trustee may assume (unless it has received written 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 27.1 15.2 (Non-payment)); (ii) any right, power, authority or discretion vested in any Party or the Majority Lenders any group of Finance Parties has not been exercised; and (iii) any notice or request made by the Parent (other than a Utilisation Request or Selection Notice) Issuer is made on behalf of and with the consent and knowledge of all the Obligors. (c) The Agent Trustee may engage, engage and pay for and rely on the advice or services of any lawyers, accountants, tax advisers, surveyors or other professional advisers or experts. (d) The Agent may act in relation to the Finance Documents through its personnel and agents. (e) The 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 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.

Rights and discretions. (a) The Security Agent and the Issuing Bank may rely onTrustee may: (i) rely on any representation, communication, notice or document believed by it to be genuine, correct and appropriately authorisedauthorised and, other than in the case of manifest error, shall have no duty or obligation to verify or confirm that the person who, as applicable, gave 94 such representation or sent such communication, notice or document is in fact authorised to do so; (ii) assume that: (A) any instructions received by it from the Majority Bridge Noteholders, any Finance Parties or any group of Finance Parties are duly given in accordance with the terms of the Bridge 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, (C) 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. (b) The Agent Trustee may assume (unless it has received written 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 27.1 15.2 (Non-payment)); (ii) any right, power, authority or discretion vested in any Party or the Majority Lenders any group of Finance Parties has not been exercised; and (iii) any notice or request made by the Parent (other than a Utilisation Request or Selection Notice) Issuer is made on behalf of and with the consent and knowledge of all the Obligors. (c) The Agent Trustee may engage, engage and pay for and rely on the advice or services of any lawyers, accountants, tax advisers, surveyors or other professional advisers or experts. (d) The Agent may act in relation to the Finance Documents through its personnel and agents. (e) The 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 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.

Rights and discretions. (a) The Administrative Agent and the Issuing Bank may rely on: (i) any representation, notice or document believed by it to be genuine, correct and appropriately authorisedauthorized; and (ii) any statement made by a director, authorised authorized 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 Administrative 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 27.1 Section 8.1(a) and (Non-payment)b); (ii) any right, power, authority or discretion vested in any Party party or the Majority Lenders has not been exercised; and (iii) any notice or request made by the Parent (other than a Utilisation Request or Selection Notice) Borrower is made on behalf of and with the consent and knowledge of all the ObligorsJoint Venturers. (c) The Subject to Section 14.3, the Administrative Agent may engage, pay for and rely on the advice or services of any lawyers, accountants, surveyors or other experts. (d) The Administrative Agent may act in relation to the Finance Loan Documents through its personnel and agents. (e) The Administrative Agent may disclose to any other Party party to this agreement any information it reasonably believes it has received as agent under this Agreement. (f) Without prejudice Notwithstanding any other provision of any Loan Document to the generality of paragraph (e) abovecontrary the Administrative Agent, the Agent may disclose Lead Arranger, the identity Mandated Lead Arrangers and the Cost Overrun Term Loan Lead Arranger are not obligated 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 Defaulting Lender to the other Finance Parties and the Parent and shall disclose the same upon the written request fiduciary duty or duty of the Parent or the Majority Lendersconfidentiality.

Rights and discretions. (a) The Agent Facility Agent, and the Issuing Bank 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 27.1 30.1 (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 Parent 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 Notwithstanding any other provision of any Finance Document to the generality contrary, none of paragraph (e) abovethe Facility Agent, the Agent may Arranger or the Issuing Bank 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 confidentiality; or (ii) disclose the identity of a Defaulting Lender Indemnity Letter, the Hedging Letter, the Stockholders Agreement or any Fee Letter to the any other Finance Parties and the Parent and shall disclose the same upon the written request of the Parent Party (or the Majority Lenderspotential Lender).

Rights and discretions. (a) The Agent and the Issuing Bank 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 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 27.1 24.1 (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 Parent (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 Agent may engage, pay for and rely on the advice or services of any lawyers, accountants, surveyors or other experts. (d) The Agent may act in relation to the Finance Documents through its personnel and agents. (e) The Agent may disclose to any other Party any information it reasonably believes it has received as agent under this Agreement. (f) Without prejudice Notwithstanding any other provision of any Finance Document to the generality of paragraph (e) abovecontrary, neither the Agent may disclose nor the identity 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 Defaulting Lender to the other Finance Parties and the Parent and shall disclose the same upon the written request fiduciary duty or duty of the Parent or the Majority Lendersconfidentiality.