Common use of Instructions to Agent Clause in Contracts

Instructions to Agent. 34.2.1 The Agent shall: (a) unless a contrary indication appears in a Finance Document, exercise or refrain from exercising any right, power, authority or discretion vested in it as Agent in accordance with any instructions given to it by: (i) all Lenders if the relevant Finance Document stipulates the matter is an all Lender decision; and (ii) in all other cases, the Majority Lenders; and (b) not be liable for any act (or omission) if it acts (or refrains from acting) in accordance with paragraph (a) above. 34.2.2 The Agent shall be entitled to request instructions, or clarification of any instruction, from the Majority Lenders (or, if the relevant Finance Document stipulates the matter is a decision for any other Lender or group of Lenders, from that Lender or group of Lenders) as to whether, and in what manner, it should exercise or refrain from exercising any right, power, authority or discretion and the Agent may refrain from acting unless and until it receives those instructions or that clarification. 34.2.3 Save in the case of decisions stipulated to be a matter for any other Lender or group of Lenders under the relevant Finance Document and unless a contrary indication appears in a Finance Document, any instructions given to the Agent by the Majority Lenders shall override any conflicting instructions given by any other Parties and will be binding on all Finance Parties. 34.2.4 The Agent may refrain from acting in accordance with any instructions of any Lender or group of Lenders until it has received any indemnification and/or security that it may in its discretion require (which may be greater in extent than that contained in the Finance Documents and which may include payment in advance) for any cost, loss or liability which it may incur in complying with those instructions. 34.2.5 In the absence of instructions, the Agent may act (or refrain from acting) as it considers to be in the best interest of the Lenders. 34.2.6 The Agent is not authorised to act on behalf of a Lender or any Hedging Provider (without first obtaining that Xxxxxx’s or any Hedging Provider’s consent) in any legal or arbitration proceedings relating to any Finance Document. This clause 34.2.6 shall not apply to any legal or arbitration proceeding relating to the perfection, preservation or protection of rights under the Security Documents or enforcement of the Security Documents.

Instructions to Agent. 34.2.1 The Agent shall: (a) unless 25.7.1 Unless a contrary indication appears in a Finance Document, exercise or the 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 Agent in accordance with any instructions given to it by: (iAgent) all Lenders if the relevant Finance Document stipulates the matter is an all Lender decision; and (ii) in all other cases, the Majority Lenders; and and (b) not be liable for any act (or omission) if it acts (or refrains from actingtaking any action) in accordance with paragraph (a) abovesuch an instruction of the Majority Lenders. 34.2.2 The Agent shall be entitled to request instructions, or clarification of any instruction, from the Majority Lenders (or, if the relevant Finance Document stipulates the matter is a decision for any other Lender or group of Lenders, from that Lender or group of Lenders) as to whether, and in what manner, it should exercise or refrain from exercising any right, power, authority or discretion and the Agent may refrain from acting unless and until it receives those instructions or that clarification. 34.2.3 Save in the case of decisions stipulated to be a matter for any other Lender or group of Lenders under the relevant Finance Document and unless 25.7.2 Unless a contrary indication appears in a Finance Document, any instructions given to the Agent by the Majority Lenders shall override any conflicting instructions given by any other Parties and will be binding on all the Finance Parties. 34.2.4 25.7.3 The Agent may refrain from acting in accordance with any the instructions of any Lender or group of the Majority Lenders (or, if appropriate, the Lenders) until it has received any indemnification and/or such security that as it may in its discretion require (which may be greater in extent than that contained in the Finance Documents and which may include payment in advance) for any cost, loss or liability (together with any associated VAT) which it may incur in complying with those the instructions. 34.2.5 25.7.4 In the absence of instructionsinstructions from, in the case of the Agent, the Majority Lenders, (or, if appropriate, the Lenders) the Agent may act (or refrain from actingtaking action) as it considers to be in the best interest of the Lenders. The Borrower and all other Obligors shall not be concerned with whether the Agent shall be acting in accordance with this provision and shall be conclusively entitled to assume that the Agent has all the necessary right, title and authority. 34.2.6 25.7.5 The Agent is not authorised to act on behalf of a Lender or any Hedging Provider Finance Party (without first obtaining that Xxxxxx’s or any Hedging ProviderFinance Party’s consent) in any legal or arbitration proceedings relating to any Finance Document. This clause 34.2.6 . 25.7.6 Each Obligor shall not apply be entitled (and bound) to assume that any legal directions given by the Agent or arbitration proceeding relating pursuant to this Agreement are either the directions of the Majority Lenders or, as the case may be, the Lenders, being made through the Agent, or the directions of the Agent itself, acting pursuant to the perfection, preservation or protection of rights under the Security Documents or enforcement provisions of the Security DocumentsFinance Documents to which the Agent may from time to time be party (as appropriate) or as otherwise duly authorised or empowered by or on behalf of the Lenders.

Instructions to Agent. 34.2.1 (a) The Agent shall: (ai) unless a contrary indication appears in a Finance Document, exercise or refrain from exercising any right, power, authority or discretion vested in it as Agent in accordance with any instructions given to it by: (iA) all Lenders if the relevant Finance Document stipulates the matter is an all Lender decision; and (iiB) in all other cases, the Majority Required Lenders; and (bii) not be liable for any act (or omission) if it acts (or refrains from acting) in accordance with paragraph (ai) above. 34.2.2 (b) The Agent shall be entitled (but not obliged) to request instructions, or clarification of any instruction, from the Majority Required Lenders (or, if the relevant Finance Document stipulates the matter is a decision for any other Lender or group of Lenders, from that Lender or group of Lenders) as to whether, and in what manner, it should exercise or refrain from exercising any right, power, authority or discretion and the Agent may refrain from acting unless and until it receives those instructions or that clarification. 34.2.3 (c) Save in the case of decisions stipulated to be a matter for any other Lender or group of Lenders under the relevant Finance Document and unless a contrary indication appears in a Finance Document, any instructions given to the Agent by the Majority Required Lenders shall override any conflicting instructions given by any other Parties and will be binding on all Finance PartiesParties except for the Security Agent. 34.2.4 (d) The Agent may refrain from acting in accordance with any instructions of any Lender or group of Lenders until it has received any indemnification and/or security that it may in its discretion require (which may be greater in extent than that contained in the Finance Documents and which may include payment in advance) for any cost, loss or liability which it may incur in complying with those instructions. 34.2.5 (e) In the absence of instructions, the Agent may act (or refrain from acting) as it considers to be in the best interest of the Lenders. 34.2.6 The Agent is not authorised to act on behalf of a Lender or any Hedging Provider (without first obtaining that Xxxxxx’s or any Hedging Provider’s consent) in any legal or arbitration proceedings relating to any Finance Document. This clause 34.2.6 shall not apply to any legal or arbitration proceeding relating to the perfection, preservation or protection of rights under the Security Documents or enforcement of the Security Documents.

Instructions to Agent. 34.2.1 (a) The Agent shall: (ai) unless a contrary indication appears in a Finance Document, exercise or refrain from exercising any right, power, authority or discretion vested in it as Agent in accordance with any instructions given to it by: (iA) all Lenders if the relevant Finance Document stipulates the matter is an all Lender decision; and (iiB) in all other cases, the Majority Required Lenders; and (bii) not be liable for any act (or omission) if it acts (or refrains from acting) in accordance with paragraph (ai) above. 34.2.2 (b) The Agent shall be entitled (but not obliged) to request instructions, or clarification of any instruction, from the Majority Required Lenders (or, if the relevant Finance Document stipulates the matter is a decision for any other Lender or group of Lenders, from that Lender or group of Lenders) as to whether, and in what manner, it should exercise or refrain from exercising any right, power, authority or discretion and the Agent may refrain from acting unless and until it receives those instructions or that clarification. 34.2.3 (c) Save in the case of decisions stipulated to be a matter for any other Lender or group of Lenders under the relevant Finance Document and unless a contrary indication appears in a Finance Document, any instructions given to the Agent by the Majority Required Lenders shall override any conflicting instructions given by any other Parties and will be binding on all Finance PartiesParties except for the Security Agent. 34.2.4 (d) The Agent may refrain from acting in accordance with any instructions of any Lender or group of Lenders until it has received any indemnification and/or security that it may in its discretion require (which may be greater in extent than that contained in the Finance Documents and which may include payment in advance) for any cost, loss or liability which it may incur in complying with those instructions. 34.2.5 (e) In the absence of instructions, the Agent may act (or refrain from acting) as it considers to be in the best interest of the Lenders. 34.2.6 (f) The Agent is not authorised to act on behalf of a Lender or any Hedging Provider (without first obtaining that Xxxxxx’s or any Hedging ProviderLender’s consent) in any legal or arbitration proceedings relating to any Finance Document. This clause 34.2.6 Clause (f) shall not apply to any legal or arbitration proceeding relating to the perfection, preservation or protection of rights under the Security Documents or enforcement of the Security Documents.

Instructions to Agent. 34.2.1 (a) The Agent shall: (ai) unless a contrary indication appears in a Finance Document, exercise or refrain from exercising any right, power, authority or discretion vested in it as Agent in accordance with any instructions given to it by: (iA) all Lenders if the relevant Finance Document stipulates the matter is an all Lender decision; and (iiB) in all other cases, the Majority Required Lenders; and (bii) not be liable for any act (or omission) if it acts (or refrains from acting) in accordance with paragraph (ai) above. 34.2.2 (b) The Agent shall be entitled (but not obliged) to request instructions, or clarification of any instruction, from the Majority Required Lenders (or, if the relevant Finance Document stipulates the matter is a decision for any other Lender or group of Lenders, from that Lender or group of Lenders) as to whether, and in what manner, it should exercise or refrain from exercising any right, power, authority or discretion and the Agent may refrain from acting unless and until it receives those instructions or that clarification. 34.2.3 (c) Save in the case of decisions stipulated to be a matter for any other Lender or group of Lenders under the relevant Finance Document and unless a contrary indication appears in a Finance Document, any instructions given to the Agent by the Majority Required Lenders shall override any conflicting instructions given by any other Parties and will be binding on all Finance PartiesParties except for the Security Agent. 34.2.4 (d) The Agent may refrain from acting in accordance with any instructions of any Lender or group of Lenders until it has received any indemnification and/or security that it may in its discretion require (which may be greater in extent than that contained in the Finance Documents and which may include payment in advance) for any cost, loss or liability which it may incur in complying with those instructions. 34.2.5 (e) In the absence of instructions, the Agent may act (or refrain from acting) as it considers to be in the best interest of the Lenders. 34.2.6 (f) The Agent is not authorised to act on behalf of a Lender or any Hedging Provider (without first obtaining that Xxxxxx’s or any Hedging ProviderLender’s consent) in any legal or arbitration proceedings relating to any Finance Document. This clause 34.2.6 (f) shall not apply to any legal or arbitration proceeding relating to the perfection, preservation or protection of rights under the Security Documents or enforcement of the Security Documents.

Instructions to Agent. 34.2.1 The Agent shall: (a) unless Unless a contrary indication appears in a Finance Document, exercise or the Agent shall (i) 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 Agent in accordance with any instructions given to it by: (iAgent) all Lenders if the relevant Finance Document stipulates the matter is an all Lender decision; and and (ii) in all other cases, the Majority Lenders; and (b) not be liable for any act (or omission) if it acts (or refrains from actingtaking any action) in accordance with paragraph (a) abovesuch an instruction of the Majority Lenders. 34.2.2 The Agent shall be entitled to request instructions, or clarification of any instruction, from the Majority Lenders (or, if the relevant Finance Document stipulates the matter is a decision for any other Lender or group of Lenders, from that Lender or group of Lendersb) as to whether, and in what manner, it should exercise or refrain from exercising any right, power, authority or discretion and the Agent may refrain from acting unless and until it receives those instructions or that clarification. 34.2.3 Save in the case of decisions stipulated to be a matter for any other Lender or group of Lenders under the relevant Finance Document and unless Unless a contrary indication appears in a Finance Document, any instructions given to the Agent by the Majority Lenders shall override any conflicting instructions given by any other Parties and will be binding on all the Finance Parties. 34.2.4 (c) The Agent may refrain from acting in accordance with any the instructions of any Lender or group of the Majority Lenders (or, if appropriate, the Lenders) until it has received any indemnification and/or such security that as it may in its discretion require (which may be greater in extent than that contained in the Finance Documents and which may include payment in advance) for any cost, loss or liability (together with any associated VAT) which it may incur in complying with those the instructions. 34.2.5 (d) In the absence of instructionsinstructions from, in the case of the Agent, the Majority Lenders, (or, if appropriate, the Lenders) the Agent may act (or refrain from actingtaking action) as it considers to be in the best interest of the Lenders. The Borrower and all other Obligors shall not be concerned with whether the Agent shall be acting in accordance with this provision and shall be conclusively entitled to assume that the Agent has all the necessary right, title and authority. 34.2.6 (e) The Agent is not authorised to act on behalf of a Lender or any Hedging Provider Finance Party (without first obtaining that Xxxxxx’s or any Hedging ProviderFinance Party’s consent) in any legal or arbitration proceedings relating to any Finance Document. This clause 34.2.6 . (f) Each Obligor shall not apply be entitled (and bound) to assume that any legal directions given by the Agent or arbitration proceeding relating pursuant to this Agreement are either the directions of the Majority Lenders or, as the case may be, the Lenders, being made through the Agent, or the directions of the Agent itself, acting pursuant to the perfection, preservation or protection of rights under the Security Documents or enforcement provisions of the Security DocumentsFinance Documents to which the Agent may from time to time be party (as appropriate) or as otherwise duly authorised or empowered by or on behalf of the Lenders.