IN THIS AGREEMENT CONSTITUTES
THE FACILITY AGENT, ANY MANDATED LEAD ARRANGER AND/OR THE ISSUING BANK AS A
TRUSTEE OR FIDUCIARY OF ANY OTHER PERSON.
(B)
THE FACILITY AGENT SHALL NOT BE BOUND TO
ACCOUNT TO ANY LENDER FOR ANY SUM OR THE PROFIT ELEMENT OF ANY SUM RECEIVED BY
IT FOR ITS OWN ACCOUNT.
29.5
BUSINESS WITH THE GROUP
The Facility Agent may accept deposits from, lend money to and generally engage
in any kind of banking or other business with any member of the Group.
29.6
RIGHTS AND DISCRETIONS
(A)
THE 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 26.1 (NON PAYMENT));
(II)
ANY RIGHT, POWER, AUTHORITY OR DISCRETION VESTED IN ANY
PARTY, THE MAJORITY LENDERS, THE SUPER MAJORITY LENDERS OR THE LENDERS HAS NOT
BEEN EXERCISED; AND
(III)
ANY NOTICE OR REQUEST MADE BY THE COMPANY IS MADE ON
BEHALF OF AND WITH THE CONSENT AND KNOWLEDGE OF ALL THE OBLIGORS.
(C)
THE 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 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.
122
(E)
THE FACILITY AGENT MAY DISCLOSE TO ANY
OTHER PARTY ANY INFORMATION IT REASONABLY BELIEVES IT HAS RECEIVED AS AGENT
UNDER THIS AGREEMENT.
(F)
NOTWITHSTANDING ANY OTHER PROVISION
OF ANY FINANCE DOCUMENT TO THE CONTRARY, NONE OF THE FACILITY AGENT, ANY
MANDATED LEAD ARRANGER OR THE 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 FIDUCIARY DUTY OR DUTY OF
CONFIDENTIALITY.
(G)
WHERE ANY FINANCE DOCUMENT SPECIFIES A
MINIMUM PERIOD OF NOTICE TO BE GIVEN TO THE FACILITY AGENT, THE FACILITY AGENT
MAY, AT ITS DISCRETION, ACCEPT A SHORTER PERIOD OF NOTICE.
29.7
MAJORITY LENDERS' INSTRUCTIONS
(A)
UNLESS A CONTRARY INDICATION APPEARS IN
A FINANCE DOCUMENT, THE FACILITY AGENT SHALL (A) ACT IN ACCORDANCE WITH ANY
INSTRUCTIONS GIVEN TO IT BY THE MAJORITY LENDERS (OR, IF SO INSTRUCTED BY THE
MAJORITY LENDERS, REFRAIN FROM ACTING OR EXERCISING ANY RIGHT, POWER, AUTHORITY
OR DISCRETION VESTED IN IT AS FACILITY AGENT) AND (B) NOT BE LIABLE FOR ANY ACT
(OR OMISSION)