Common use of Rights and Powers Clause in Contracts

Rights and Powers. The Paying Agent may, in connection with its services hereunder: 10.1.1 except as ordered by a court of competent jurisdiction or otherwise required by law and regardless of any notice of ownership, trust or any other interest therein, any writing thereon or any notice of any previous loss or theft thereof, but subject to sub-clause 7.1.1 (Payments by the Paying Agents), treat the holder of any Temporary Global Note, Permanent Global Note, Definitive Note or Coupon as its absolute owner for all purposes and make payments thereon accordingly; 10.1.2 assume that the terms of the Temporary Global Note, the Permanent Global Note and each Definitive Note and Coupon as issued are correct; 10.1.3 refer any question relating to the ownership of the Temporary Global Note, the Permanent Global Note or any Definitive Note or Coupon or the adequacy or sufficiency of any evidence supplied in connection with the replacement of the Temporary Global Note, the Permanent Global Note or any Definitive Note or Coupon or to the Issuer for determination by the Issuer and rely upon any determination so made; 10.1.4 request and be provided with such information from the Issuer, as it shall reasonably require; 10.1.5 rely upon and shall be protected against liability for acting, on the terms of any notice, communication or other document believed by it to be genuine and from the proper party; 10.1.6 refrain from acting in accordance with any instruction if it considers, in its sole discretion, that such instruction is equivocal, unclear or conflicting or in order to comply with any Applicable Law; and 10.1.7 engage and pay (at the expense of the Issuer) for the advice or services of any lawyers, auditors, financial advisors or other experts whose advice or services it considers necessary and rely upon any advice so obtained (and such Paying Agent shall be protected and shall incur no liability as against the Issuer in respect of any action taken, or permitted to be taken, in accordance with such advice and in good faith).

Rights and Powers. The Paying Each Agent may, in connection with its services hereunder: 10.1.1 12.1.1 except as ordered by a court of competent jurisdiction or otherwise required by law and regardless of any notice of ownership, trust or any other interest therein, any writing thereon or any notice of any previous loss or theft thereof, but subject to sub-clause 7.1.1 (Payments by the Paying Agents), treat the holder of any Temporary Global Note, Permanent Global Note, Definitive Note or Coupon as its absolute owner for all purposes and make payments thereon accordingly; 10.1.2 12.1.2 assume that the terms of the Temporary Global Note, the Permanent Global Note and each Definitive Note and Coupon as issued are correct; 10.1.3 12.1.3 refer any question relating to the ownership of the Temporary Global Note, the Permanent Global Note or any Definitive Note or Coupon or the adequacy or sufficiency of any evidence supplied in connection with the replacement of the Temporary Global Note, the Permanent Global Note or any Definitive Note or Coupon or to the Issuer for determination by the Issuer and rely upon any determination so made; 10.1.4 12.1.4 request and be provided with such information from the Issuer, as it shall reasonably require; 10.1.5 12.1.5 rely upon and shall be protected against liability for acting, on the terms of any notice, communication or other document reasonably believed by it to be genuine and from the proper party; 10.1.6 party and shall be entitled to refrain from acting in accordance with any instruction acting, without liability, if it considers, in its sole discretion, that such instruction is equivocalconflicting, unclear or conflicting equivocal instructions have been received or in order to comply with any Applicable Law; and 10.1.7 engage 12.1.6 engage, in consultation with the Issuer where reasonably practicable and pay (at the expense of the IssuerIssuer (such cost to be properly incurred) for the advice or services of any lawyers, auditors, financial advisors or lawyersor other experts whose advice or services it considers reasonably necessary and rely upon any advice so obtained (and such Paying each Agent shall be protected and shall incur no liability as against the Issuer in respect of any action taken, or permitted to be taken, in accordance with such advice and in good faith).

Rights and Powers. The Each Paying Agent may, in connection with its services hereunder: 10.1.1 except as ordered by a court of competent jurisdiction or otherwise required by law and regardless of any notice of ownership, trust or any other interest therein, any writing thereon or any notice of any previous loss or theft thereof, but subject to sub-clause 7.1.1 of Clause 7.1 (Payments by the Paying Agents), treat the holder of any Temporary Global NoteBond, Permanent Global NoteBond, Definitive Note Bond or Coupon as its absolute owner for all purposes and make payments thereon accordingly; 10.1.2 assume that the terms of the Temporary Global NoteBond, the Permanent Global Note Bond and each Definitive Note Bond and Coupon as issued are correct; 10.1.3 refer any question relating to the ownership of the Temporary Global NoteBond, the Permanent Global Note Bond or any Definitive Note Bond or Coupon or the adequacy or sufficiency of any evidence supplied in connection with the replacement of the Temporary Global NoteBond, the Permanent Global Note Bond or any Definitive Note Bond or Coupon or to the Issuer for determination by the Issuer and rely upon any determination so made; 10.1.4 request and be provided with such information from the Issuer, as it shall reasonably require; 10.1.5 rely upon and shall be protected against liability for acting, on the terms of any notice, facsimile, email, instruction, communication or other document believed by it to be genuine and which is from a person purporting to be (and from whom such Paying Agent believes in good faith to be) the proper party; 10.1.6 refrain from acting in accordance with any instruction if it considers, in its sole discretion, that authorised representative of the Issuer as sufficient instructions and authority of the Issuer for such instruction is equivocal, unclear or conflicting or in order Paying Agent to comply with any Applicable Lawact; and 10.1.7 10.1.5 engage and pay (at the expense of the Issuer) for the advice or services of any lawyers, auditors, financial advisors lawyers or other experts whose advice or services it considers necessary and rely upon any advice so obtained (and such Paying Agent shall be protected and shall incur no liability as against the Issuer in respect of any action taken, or permitted to be taken, in accordance with such advice and in good faith).

Rights and Powers. The Each Paying Agent may, in connection with its services hereunder: 10.1.1 except as ordered by a court of competent jurisdiction or otherwise required by law and regardless of any notice of ownership, trust or any other interest therein, any writing thereon or any notice of any previous loss or theft thereof, but subject to sub-clause 7.1.1 7.1 (Payments by the Paying Agents), treat the holder of any Temporary Global Note, Permanent Global Note, Definitive Note or Coupon as its absolute owner for all purposes and make payments thereon accordingly; 10.1.2 assume that the terms of the Temporary Global Note, the Permanent Global Note and each Definitive Note and Coupon as issued are correct; 10.1.3 refer any question relating to the ownership of the Temporary Global Note, the Permanent Global Note or any Definitive Note or Coupon or the adequacy or sufficiency of any evidence supplied in connection with the replacement of the Temporary Global Note, the Permanent Global Note or any Definitive Note or Coupon or to the Issuer for determination by the Issuer and rely upon any determination so made; 10.1.4 request and be provided with such information from the Issuer, as it shall reasonably require; 10.1.5 rely upon and shall be protected against liability for acting, on the terms of any notice, communication or other document believed by it to be genuine and from the proper party; 10.1.6 refrain from acting in accordance with any instruction if it considers, in its sole discretion, that such instruction is equivocal, unclear or conflicting or in order to comply with any Applicable Law; and 10.1.7 10.1.6 engage and pay (at the expense of the Issuer) for the advice or services of any lawyers, auditors, financial advisors or other experts whose advice or services it considers necessary and rely upon any advice so obtained (and such Paying Agent shall be protected and shall incur no liability as against the Issuer in respect of any action taken, or permitted to be taken, in accordance with such advice and in good faith)obtained.

Rights and Powers. The Each Paying Agent may, in connection with its services hereunder: 10.1.1 except as ordered by a court of competent jurisdiction or otherwise required by law and regardless of any notice of ownership, trust or any other interest therein, any writing thereon or any notice of any previous loss or theft thereof, but subject to sub-clause 7.1.1 7.1 (Payments by the Paying Agents), treat the holder of any Temporary Global Note, Permanent Global Note, Definitive Note or Coupon as its absolute owner for all purposes and make payments thereon accordingly; 10.1.2 assume that the terms of the Temporary Global Note, the Permanent Global Note and each Definitive Note and Coupon as issued are correct; 10.1.3 refer any question relating to the ownership of the Temporary Global Note, the Permanent Global Note or any Definitive Note or Coupon or the adequacy or sufficiency of any evidence supplied in connection with the replacement of the Temporary Global Note, the Permanent Global Note or any Definitive Note or Coupon or to the Issuer for determination by the Issuer and rely upon any determination so made; 10.1.4 request and be provided with such information from the Issuer, as it shall reasonably require; 10.1.5 rely upon and shall be protected against liability for acting, on the terms of any notice, communication communication, instruction or other document believed by it to be genuine and from the proper party; 10.1.6 refrain from acting in accordance with any instruction if it considers, in its sole discretion, that such instruction is equivocal, unclear or conflicting or in order to comply with any Applicable Law; and 10.1.7 10.1.6 engage and pay (at the expense of the Issuer) for the advice or services of any lawyers, auditors, financial advisors or other experts whose advice or services it considers necessary and rely upon any advice so obtained (and such Paying Agent shall be protected and shall incur no liability as against the Issuer in respect of any action taken, or permitted to be taken, in accordance with such advice and in good faith)obtained.

Rights and Powers. The Each Paying Agent may, in connection with its services hereunder: 10.1.1 except as ordered by a court of competent jurisdiction or otherwise required by law and regardless of any notice of ownership, trust or any other interest therein, any writing thereon or any notice of any previous loss or theft thereof, but subject to sub-clause 7.1.1 of Clause 7.1 (Payments by the Paying Agents), treat the holder of any Temporary Global NoteBond, Permanent Global NoteBond, Definitive Note Bond or Coupon as its absolute owner for all purposes and make payments thereon accordingly; 10.1.2 assume that the terms of the Temporary Global NoteBond, the Permanent Global Note Bond and each Definitive Note Bond and Coupon as issued are correct; 10.1.3 refer any question relating to the ownership of the Temporary Global NoteBond, the Permanent Global Note Bond or any Definitive Note Bond or Coupon or the adequacy or sufficiency of any evidence supplied in connection with the replacement of the Temporary Global NoteBond, the Permanent Global Note Bond or any Definitive Note Bond or Coupon or to the Issuer for determination by the Issuer and rely upon any determination so made; 10.1.4 request and be provided with such information from the Issuer, as it shall reasonably require; 10.1.5 notwithstanding any other provision of this Agreement, take any action or refuse to take any action which the Paying Agent regards as necessary for the Agents to comply with any applicable law, or the rules, operating procedures or market practice of any relevant stock exchange or other market or clearing system; 10.1.6 rely upon and shall be protected against liability for acting, on the terms of any notice, facsimile, email, instruction, communication or other document believed by it to be genuine and which is from a person purporting to be (and from whom such Paying Agent believes in good faith to be) the proper party; 10.1.6 refrain from acting in accordance with any instruction if it considers, in its sole discretion, that authorised representative of the Issuer as sufficient instructions and authority of the Issuer for such instruction is equivocal, unclear or conflicting or in order Paying Agent to comply with any Applicable Lawact; and 10.1.7 engage and pay (at the expense of the Issuer) for the advice or services of any lawyers, auditors, financial advisors lawyers or other experts whose advice or services it considers necessary and rely upon any advice so obtained (and such Paying Agent shall be protected and shall incur no liability as against the Issuer or the Guarantor in respect of any action taken, or permitted to be taken, in accordance with such advice and in good faith, even if such advice might be contested by other parties.).

Rights and Powers. The Paying Each Agent may, in connection with its services hereunder: 10.1.1 12.1.1 except as ordered by a court of competent jurisdiction or otherwise required by law or applicable regulations and regardless of any notice of ownership, trust or any other interest therein, any writing thereon or any notice of any previous loss or theft thereof, but subject to sub-clause 7.1.1 (Payments by the Paying Agents)7.1.1, treat the holder of any Temporary Global Note, Permanent Global Note, Definitive Note or Coupon as its absolute owner for all purposes and make payments thereon accordingly; 10.1.2 12.1.2 assume that the terms of the Temporary Global Note, the Permanent Global Note and each Definitive Note and Coupon as issued are correct; 10.1.3 12.1.3 refer any question relating to the ownership of the Temporary Global Note, the Permanent Global Note or any Definitive Note or Coupon or the adequacy or sufficiency of any evidence supplied in connection with the replacement of the Temporary Global Note, the Permanent Global Note or any Definitive Note or Coupon or to the Issuer for determination by the Issuer and rely upon any determination so made; 10.1.4 12.1.4 request and be provided with such information from the Issuer, as it shall reasonably require; 10.1.5 12.1.5 rely upon and shall be protected against liability for acting, on the terms of any notice, communication or other document believed by it to be genuine and from the proper party; 10.1.6 party and shall be entitled to refrain from acting in accordance with any instruction acting, without liability, if it considers, in its sole discretion, that such instruction is equivocalconflicting, unclear or conflicting equivocal instructions have been received or in order to comply with any Applicable Law; and 10.1.7 12.1.6 engage and pay (at the expense of the Issuer) for the advice or services of any lawyers, auditors, financial advisors or other experts whose advice or services it considers necessary and rely upon any advice so obtained (and such Paying Agent shall be protected and shall incur no liability as against the Issuer in respect of any action taken, or permitted to be taken, in accordance with such advice and in good faith).

Rights and Powers. The Each Paying Agent may, in connection with its services hereunder: 10.1.1 except as ordered by a court of competent jurisdiction or otherwise required by law and regardless of any notice of ownership, trust or any other interest therein, any writing thereon or any notice of any previous loss or theft thereof, but subject to sub-clause Clause 7.1.1 (Payments by the Paying Agents), treat the holder of any Temporary Global Note, Permanent Global Note, Definitive Note or Coupon as its absolute owner for all purposes and make payments thereon accordingly;accordingly;‌ 10.1.2 assume that the terms of the Temporary Global Note, the Permanent Global Note and each Definitive Note and Coupon as issued are correct; 10.1.3 refer any question relating to the ownership of the Temporary Global Note, the Permanent Global Note or any Definitive Note or Coupon or the adequacy or sufficiency of any evidence supplied in connection with the replacement of the Temporary Global Note, the Permanent Global Note or any Definitive Note or Coupon or to the Issuer for determination by the Issuer and rely upon any determination so made; 10.1.4 request and be provided with such information from the Issuer, as it shall reasonably require; 10.1.5 rely upon and shall be protected against liability for acting, (i) acting on the terms of any notice, communication or other document believed by it to be genuine and from the proper party; 10.1.6 refrain from party or (ii) not acting in accordance with on the terms of any instruction notice, communication or other document received if it considers, in its sole discretion, that such instruction is equivocalconflicting, unclear or conflicting or in order to comply with any Applicable Lawequivocal; and 10.1.7 10.1.6 engage and pay (at the expense of the Issuer) for the advice or services of any lawyers, auditors, financial advisors or other experts whose advice or services it (acting reasonably) considers necessary and rely upon any advice so obtained (and such Paying Agent shall be protected and shall incur no liability as against the Issuer in respect of any action taken, or permitted to be taken, in accordance with such advice and in good faith).

Rights and Powers. The Each of the Paying Agent, the Registrar, the Transfer Agent and the Replacement Agents (and, in the case of Subclauses 13.1(d) (Genuine documents), 13.1(e) (Lawyers) and 13.1(f) (Expense or liability), each Calculation Agent) may, in connection with its services hereunder: 10.1.1 (a) Absolute owner: except as ordered by a court of competent jurisdiction or otherwise as required by law and regardless of notwithstanding any notice of ownership, trust or any other interest therein, any writing thereon or any notice of any previous loss or theft thereof, but subject to sub-clause 7.1.1 Subclause 8.1(a) (Payments by the Paying Agents), treat any Noteholder or Couponholder as the holder absolute owner thereof and make payments thereon accordingly; (b) Correct terms: assume that the terms of each Temporary Global Note, Permanent Global Note, Definitive Note, Coupon, Global Registered Note or Individual Note Certificate as issued are correct; (c) Determination by Issuer: refer any question relating to the ownership of any Temporary Global Note, Permanent Global Note, Definitive Note, Coupon, Global Registered Note or Coupon as its absolute owner for all purposes and make payments thereon accordingly; 10.1.2 assume that the terms of the Temporary Global Note, the Permanent Global Individual Note and each Definitive Note and Coupon as issued are correct; 10.1.3 refer any question relating to the ownership of the Temporary Global Note, the Permanent Global Note or any Definitive Note or Coupon Certificate or the adequacy or sufficiency of any evidence supplied in connection with the replacement of any of the Temporary Global Note, the Permanent Global Note or any Definitive Note or Coupon or same to the Issuer for determination by the Issuer and rely upon any determination so made; 10.1.4 (d) Genuine documents: shall be protected and shall incur no liability for or in respect of any action taken, omitted or suffered in reliance upon any instruction, request or order from the Issuer or any other Agent, or any Note, notice, resolution, direction, consent, certificate, affidavit, statement, facsimile or other paper or document which it reasonably believes to be genuine and be provided with such information to have been delivered, signed or sent by the proper party or parties or upon written instructions from the Issuer, as it shall reasonably require;its officers or its shareholders. 10.1.5 rely upon and shall be protected against liability for acting, on the terms of any notice, communication or other document believed by it to be genuine and from the proper party; 10.1.6 refrain from acting in accordance with any instruction if it considers, in its sole discretion, that such instruction is equivocal, unclear or conflicting or in order to comply with any Applicable Law; and 10.1.7 (e) Lawyers: engage and pay (at the Issuer's expense of the Issuer) for the advice or services of any lawyers, auditors, financial advisors lawyers or other experts whose advice or services it considers necessary and rely upon any advice so obtained (and such Paying Agent, Registrar, Transfer Agent, Replacement Agent or, as the case may be, such Calculation Agent shall be protected and shall incur no liability as against the Issuer or the Guarantor in respect of any action taken, or permitted suffered to be taken, in accordance with such advice and in good faith); and (f) Expense or liability: treat itself as being released from any obligation to take any action hereunder which it reasonably expects will result in any expense or liability to it, the payment of which within a reasonable time is not, in its reasonable opinion, assured to it.

Rights and Powers. The Each Paying Agent may, in connection with its services hereunder: 10.1.1 except as ordered by a court of competent jurisdiction or otherwise required by law and regardless of any notice of ownership, trust or any other interest therein, any writing thereon or any notice of any previous loss or theft thereof, but subject to sub-clause 7.1.1 (Payments by the Paying Agents), treat the holder of any Temporary Global Note, Permanent Global Note, Definitive Note or Coupon as its absolute owner for all purposes and make payments thereon accordingly; 10.1.2 assume that the terms of the Temporary Global Note, the Permanent Global Note and each Definitive Note and Coupon as issued are correct; 10.1.3 refer any question relating to the ownership of the Temporary Global Note, the Permanent Global Note or any Definitive Note or Coupon or the adequacy or sufficiency of any evidence supplied in connection with the replacement of the Temporary Global Note, the Permanent Global Note or any Definitive Note or Coupon or to the Issuer for determination by the Issuer and rely upon any determination so made; 10.1.4 request and be provided with such information from the Issuer, as it shall reasonably require; 10.1.5 rely upon and shall be protected against liability Liability for acting, acting on the terms of any notice, communication or other document believed by it to be genuine and from the proper party; 10.1.6 refrain from acting in accordance with any instruction if it considers, in its sole discretion, that such instruction is equivocal, unclear or conflicting or in order to comply with any Applicable Law; and 10.1.7 10.1.6 engage and pay (at the expense of the Issuer) for the advice or services of any lawyers, auditors, financial advisors or other experts whose advice or services it considers necessary and rely upon any advice so obtained (and such Paying Agent shall be protected and shall incur no liability as against the Issuer in respect of any action taken, or permitted to be taken, in accordance with such advice and in good faith).