Common use of THE AGENTS AND THE LENDERS Clause in Contracts

THE AGENTS AND THE LENDERS. 27.1 Each Lender hereby appoints the Agent to act as its agent in connection with this Agreement and the Finance Documents and the Collateral Agent to act as its agent in connection with the Collateral Documents and authorizes each of the Agent and the Collateral Agent to exercise such rights, powers, authorities and discretions as are specifically delegated to the Agent by the terms hereof together with all such rights, powers, authorities and discretions as are reasonably incidental thereto. 27.2 Each of the Agent and the Collateral Agent may: (i) assume that: (a) any representation made by any Obligor in connection with any Finance Document is true; (b) no Event of Default has occurred; (c) no Obligor is in breach of or default under its obligations under any Finance Document; and (d) any right, power, authority or discretion vested in a Finance Document upon the Requisite Lenders, the Lenders or any other person or group of persons has not been exercised, unless it has, in its capacity as agent for the Lenders hereunder, received notice to the contrary from any other party hereto; (ii) assume that the Facility Office of each Lender is that identified with its signature below (or, in the case of a Transferee, at the end of the Transfer Certificate to which it is a party as Transferee, or in the case of an Overdraft Facility Transferee, at the end of the Overdraft Provider Transfer Certificate to which it is a party as the Overdraft Facility Transferee) until it has received from such Lender a notice designating some other office of such Lender to replace its Facility Office and act upon any such notice until the same is superseded by a further such notice; (iii) engage and pay for the advice or services of any lawyers, accountants, surveyors or other experts whose advice or services may to it seem necessary, expedient or desirable and rely upon any advice so obtained; (iv) rely as to any matters of fact which might reasonably be expected to be within the knowledge of the Borrower upon a certificate signed by or on behalf of the Borrower; (v) rely upon any communication or document believed by it to be genuine; (vi) refrain from exercising any right, power or discretion vested in it as Agent under any Finance Document unless and until instructed by the Requisite Lenders as to whether or not such right, power or discretion is to be exercised and, if it is to be exercised, as to the manner in which it should be exercised; and (vii) retrain from acting in accordance with any instructions of the Requisite Lenders to begin any legal action or proceeding arising out of or in connection with this Agreement or any other Finance Document until it shall have received such security as it may require (whether by way of payment in advance or otherwise) for all costs, claims, losses, expenses (including, without limitation, legal fees) and liabilities together with any VAT thereon which it will or may expend or incur in complying with such instructions. 27.3 Each of the Agent and the Collateral Agent shall: (i) promptly inform each Lender of the contents of any notice or document received by it in its capacity as Agent or, as the case may be, Collateral Agent from an Obligor under a Finance Document; (ii) promptly notify each Lender of the occurrence of any Event of Default or any default by an Obligor in the due performance of or compliance with its obligations under a Finance Document of which it has notice from any other party hereto; (iii) save as otherwise provided herein, act as agent hereunder in accordance with any instructions given to it by the Requisite Lenders, which instructions shall be binding on all of the Lenders; and (iv) if so instructed by the Requisite Lenders, refrain from exercising any right, power or discretion vested in it as agent hereunder. 27.4 Notwithstanding anything to the contrary expressed or implied herein, neither the Agent nor the Collateral Agent shall: (i) be bound to enquire as to: (a) whether or not any representation made by an Obligor in connection with a Finance Document is true; (b) the occurrence or otherwise of any Event of Default; (c) the performance by each Obligor of its obligations under each Finance Document to which it is a party; or (d) any breach of or default by an Obligor of or under its obligations under any Finance Document; (ii) be bound to account to any Lender for any sum or the profit element of any sum received by it for its own account; (iii) be bound to disclose to any other person any information relating to the Borrower if such disclosure would or might in its opinion constitute a breach of any law or regulation or be otherwise actionable at the suit of any person; or (iv) be under any obligations other than those for which express provision is made herein. 27.5 Each Lender shall, in its Proportion, from time to time on demand by the Agent or as the case may be, the Collateral Agent, indemnify the Agent or as the case may be, the Collateral Agent against any and all costs, claims, losses, expenses (including, without limitation, legal fees) and liabilities together with any VAT thereon which it may incur, otherwise than by reason of its own gross negligence or willful misconduct, in acting in its capacity as agent hereunder. 27.6 The Agent and the Collateral Agent do not accept any responsibility for the accuracy and/or completeness of any information supplied by the Borrower in connection herewith or for the legality, validity, effectiveness, adequacy or enforceability of this Agreement or any other Finance Document and the Agent and the Collateral Agent shall not be under any liability as a result of taking or omitting to take any action in relation to this Agreement or any other Finance Document, save in the case of fraud, gross negligence or willful misconduct. 27.7 Each of the Lenders agrees that it will not assert or seek to assert against any director, officer or employee of the Agent or the Collateral Agent any claim it might have against any of them in respect of the matters referred to in Clause 27.6. 27.8 The Agent and the Collateral Agent may accept deposits from, lend money to and generally engage in any kind of banking or other business with the Borrower. 27.9 Each of the Agent and the Collateral Agent may resign its appointment hereunder at any time without assigning any reason therefor by giving not less than thirty days' prior written notice to that effect to each of the other parties hereto and by appointing any of its affiliates in its stead, such appointment to take effect from the date of resignation of the resigning agent. 27.10 If a successor to the Agent or the Collateral Agent is appointed under the provisions of Clause 27.9, then (i) the retiring Agent shall be discharged from any further obligation hereunder but shall remain entitled to the benefit of the provisions of this Clause 27 and (ii) its successor and each of the other parties hereto shall have the same rights and obligations amongst themselves as they would have had if such successor had been a party hereto. 27.11 It is understood and agreed by each Lender that it has itself been, and will continue to be, solely responsible for making its own independent appraisal of and investigations into the financial condition, creditworthiness, condition, affairs, status and nature of the Borrower and, accordingly, each Lender warrants to the Agent and the Collateral Agent that it has not relied on and will not hereafter rely on the Agent and the Collateral Agent or any one of them: (i) to check or enquire on its behalf into the adequacy, accuracy or completeness of any information provided by the Borrower in connection with any Finance Document or the transactions therein contemplated (whether or not such information has been or is hereafter circulated to such Lender by the Agent and the Collateral Agent or any one of them); or (ii) to assess or keep under review on its behalf the financial condition, creditworthiness, condition, affairs, status or nature of the Borrower. 27.12 In acting as agent and/or collateral agent for the Lenders, the agency division of each of the Agent and the Collateral Agent shall be treated as a separate entity from any other of its divisions or departments and, notwithstanding the foregoing provisions of this Clause 27, in the event that the Agent or the Collateral Agent should act for the Borrower in any capacity in relation to any other matter, any information given by the Borrower to the Agent or the Collateral Agent in such other capacity may be treated as confidential by the Agent or the Collateral Agent.

THE AGENTS AND THE LENDERS. 27.1 Each Lender hereby appoints the Agent to act as its agent in connection with this Agreement and the Finance Documents and the Collateral Agent to act as its agent in connection with the Collateral Documents and authorizes each of the Agent and the Collateral Agent to exercise such rights, powers, authorities and discretions as are specifically delegated to the Agent by the terms hereof together with all such rights, powers, authorities and discretions as are reasonably incidental thereto. 27.2 Each of the Agent and the Collateral Agent may: (i) assume that: (a) any representation made by any Obligor in connection with any Finance Document is true; (b) no Event of Default has occurred; (c) no Obligor is in breach of or default under its obligations under any Finance Document; and (d) any right, power, authority or discretion vested in a Finance Document upon the Requisite Lenders, the Lenders or any other person or group of persons has not been exercised, unless it has, in its capacity as agent for the Lenders hereunder, received notice to the contrary from any other party hereto; (ii) assume that the Facility Office of each Lender Bank is that identified with its signature below (or, in the case of a Transferee, at the end of the Transfer Certificate to which it is a party as Transferee, or in the case of an Overdraft Facility Transferee, at the end of the Overdraft Provider Transfer Certificate to which it is a party as the Overdraft Facility Transferee) until it has received from such Lender Bank a notice designating some other office of such Lender Bank to replace its Facility Office and act upon any such notice until the same is superseded by a further such notice; (iii) engage and pay for the advice or services of any lawyers, accountants, surveyors or other experts whose advice or services may to it seem necessary, expedient or desirable and rely upon any advice so obtained; (iv) rely as to any matters of fact which might reasonably be expected to be within the knowledge of the Borrower Borrowers upon a certificate Certificate signed by or on behalf of the BorrowerBorrowers; (v) rely upon any communication or document believed by it to be genuine; (vi) refrain from exercising any right, power or discretion vested in it as Agent under any Finance Document unless and until instructed by the Requisite Lenders as to whether or not such right, power or discretion is to be exercised and, if it is to be exercised, as to the manner in which it should be he exercised; and (vii) retrain refrain from acting in accordance with any instructions of the Requisite Lenders to begin any legal action or proceeding arising out of or in connection with this Agreement or any other Finance Document until it shall have received such security as it may require (whether by way of payment in advance or otherwise) for all costs, claims, losses, expenses (including, including without limitation, legal fees) and liabilities together with any VAT thereon which it will or may expend or incur in complying with such instructions. 27.3 Each of the Agent and the Collateral Agent shall: (i) promptly inform each Lender of the contents of any notice or document received by it in its capacity as Agent or, as the case may be, Collateral Agent from an Obligor under a Finance Document; (ii) promptly notify each Lender of the occurrence of any Event of Default or any default by an Obligor in the due performance of or compliance with its obligations under a Finance Document of which it has notice from any other party hereto; (iii) save as otherwise provided herein, act as agent hereunder in accordance with any instructions given to it by the Requisite Lenders, which instructions shall be binding on all of the Lenders; and (iv) if so instructed by the Requisite Lenders, refrain from exercising any right, power or discretion vested in it as agent hereunder. 27.4 Notwithstanding anything to the contrary expressed or implied herein, neither the Agent nor the Collateral Agent shall: (i) be bound to enquire as to: (a) whether or not any representation made by an Obligor in connection with a Finance Document is true; (b) the occurrence or otherwise of any Event of Default; (c) the performance by each Obligor of its obligations under each Finance Document to which it is a party; or (d) any breach of or default by an Obligor of or under its obligations under any Finance Document;. (ii) be bound to account to any Lender for any sum or the profit element of any sum received by it for its own account; (iii) be bound to disclose to any other person any information relating to the Borrower if such disclosure would or might in its opinion constitute a breach of any law or regulation or be otherwise actionable at the suit of any person; or (iv) be under any obligations other than those for which express provision is made herein. 27.5 Each Lender shall, in its Proportion, from time to time on demand by the Agent or as the case may be, the Collateral Agent, indemnify the Agent or as the case may be, the Collateral Agent against any and all costs, claims, losses, expenses (including, without limitation, legal fees) and liabilities together with any VAT thereon which it may incur, otherwise than by reason of its own gross negligence or willful misconduct, in acting in its capacity as agent hereunder. 27.6 The Agent and the Collateral Agent do not accept any responsibility for the accuracy and/or completeness of any information supplied by the either Borrower in connection herewith or for the legality, validity, effectiveness, adequacy or enforceability of this Agreement or any other Finance Document and the Agent and the Collateral Agent shall not be under any liability as a result of taking or omitting to take any action in relation to this Agreement or any other Finance Document, save in the case of fraud, gross negligence or willful wilful misconduct. 27.7 Each of the Lenders agrees that it will not assert or seek to assert against any director, officer or employee of the Agent or the Collateral Agent any claim it might have against any of them in respect of the matters referred to in Clause 27.6. 27.8 The Agent and the Collateral Agent may accept deposits from, lend money to and generally engage in any kind of banking or other business with the either Borrower. 27.9 Each of the Agent and the Collateral Agent may resign its appointment hereunder at any time without assigning any reason therefor by giving not less than thirty days' prior written notice to that effect to each of the other parties hereto and by appointing any of its affiliates in its stead, such appointment to take effect from the date of resignation of the resigning agent. 27.10 If a successor to the Agent or the Collateral Agent is appointed under the provisions of Clause 27.9, then (i) the retiring Agent shall be he discharged from any further obligation hereunder but shall remain entitled to the benefit of the provisions of this Clause 27 and (ii) its successor and each of the other parties hereto shall have the same rights and obligations amongst themselves as they would have had if such successor had been a party hereto. 27.11 It is understood and agreed by each Lender that it has itself been, and will continue to be, solely responsible for making its own independent appraisal of and investigations into the financial condition, creditworthiness, condition, affairs, status and nature of the Borrower Borrowers and, accordingly, each Lender warrants to the Agent and the Collateral Agent that it has not relied on and will not hereafter rely on the Agent and the Collateral Agent or any one of them: (i) to check or enquire on its behalf into the adequacy, accuracy or completeness of any information provided by the Borrower Borrowers in connection with any Finance Document or the transactions therein contemplated (whether or not such information has been or is hereafter circulated to such Lender by the Agent and the Collateral Agent or any one of them); or (ii) to assess or keep under review on its behalf the financial condition, creditworthiness, condition, affairs, status or nature of the either Borrower. 27.12 In acting as agent and/or collateral agent for the Lenders, the agency division of each of the Agent and the Collateral Agent shall be treated as a separate entity from any other of its divisions or departments and, notwithstanding the foregoing provisions of this Clause 27, in the event that the Agent or the Collateral Agent should act for the either Borrower in any capacity in relation to any other matter, any information given by the relevant Borrower to the Agent or the Collateral Agent in such other capacity may be treated as confidential by the Agent or the Collateral Agent.