Instructions to Facility Agent Sample Clauses
The 'Instructions to Facility Agent' clause defines how parties to a financing agreement communicate directions or requests to the facility agent, who acts as an intermediary between lenders and borrowers. Typically, this clause outlines the procedures for submitting instructions, such as requiring written notice or specifying authorized representatives who may issue directions. It ensures that the facility agent only acts on valid, properly authorized instructions, thereby reducing the risk of miscommunication and ensuring the smooth administration of the facility.
Instructions to Facility Agent. 1.8.1. Unless otherwise expressly stated in this Agreement or any other Finance Document, any action to be taken or expressed to be taken by the Facility Agent under or in respect of this Agreement or any other Finance Document shall be taken by the Facility Agent acting in accordance with the instructions given to it or authority granted to it under the Intercreditor Agreement as read with this Agreement (and the Obligors shall be obliged and entitled to assume without further enquiry that the Facility Agent is acting in accordance with the terms of the Intercreditor Agreement).
1.8.2. No Obligor shall be obliged, nor entitled, to act in accordance with any notice given to it pursuant to any Finance Document unless such notice is given by the Facility Agent irrespective of the delivery of any conflicting notice by or on behalf of any other Finance Party.
Instructions to Facility Agent. (a) Unless otherwise expressly provided in the Finance Documents and subject to this clause 21.3, the Facility Agent must act or refrain from acting in the exercise of any Power under the Finance Documents, including granting waivers or consents, varying the terms of any Finance Document or providing instructions to the Security Trustee as contemplated by clause 21.4, in accordance with the instructions (if any) of the Majority Financiers. The Facility Agent will not be liable for acting or from refraining from acting in accordance with any instructions of the Majority Financiers. In the absence of any instructions from the Majority Financiers the Facility Agent may act or refrain from acting as it sees fit, provided it has used reasonable endeavours to obtain instructions from the Majority Financiers.
(b) The following waivers, consents or variations under the Finance Documents may only be granted or made by the Facility Agent with the prior written consent of all of the Financiers and (in the case of variations) the Borrower:
(i) the extension of the Tranche A Availability Period, the Tranche B Availability Period, the Tranche C Availability Period or the Tranche D Availability Period;
(ii) any variation of the definition of “Majority Financiers” in clause 1.1;
(iii) any extension of the date for, or reduction in the amount or currency of, or waiver of any payment of, principal, interest, Margin, fee, commission or any other amount payable under any of the Finance Documents;
(iv) any increase in any Financier’s Commitment other than under clause 25;
(v) any variation of clauses 11.5, 11.6, 11.7, 12, 13, 14, 23 or this clause 21.3(b);
(vi) any variation of any provision where (before the variation) it is provided that certain things may not be done without, or may only be done with, the consent or approval of all the Financiers; and
(vii) (except as otherwise expressly provided in this agreement, the Security Trust Deed or any Security) any release of the security provided by any of the Securities over any asset.
(c) Despite any other provision of any Finance Document in no event will the Facility Agent be required to take any action:
(i) which exposes it, or is likely to expose it, to personal liability unless it is indemnified to its satisfaction, acting reasonably; or
(ii) which is contrary to any Finance Document or any law.
(d) Despite any other provision of any Finance Document, the Facility Agent may act or refrain from acting, and may direct the S...
Instructions to Facility Agent. (a) The Facility Agent shall:
(i) unless a contrary indication appears in a Finance Document, exercise or refrain from exercising any right, power, authority or discretion vested in it as Facility Agent in accordance with any instructions given to it by:
(A) all Lenders if the relevant Finance Document stipulates the matter is an all Lender decision; and
(B) in all other cases, the Majority Lenders; and
(ii) not be liable for any act (or omission) if it acts (or refrains from acting) in accordance with clause 37.2(a)(i) above.
(b) The Facility 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 Facility Agent may refrain from acting unless and until it receives those instructions or that clarification.
(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 Facility Agent by the Majority Lenders shall override any conflicting instructions given by any other Parties and will be binding on all Finance Parties (other than the Security Agent).
(d) The Facility 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.
(e) In the absence of, or while awaiting, instructions from the Majority Lenders (or, if appropriate, the Lenders), the Facility Agent may act (or refrain from acting) as it considers to be in the best interest of the Finance Parties.
(f) The Facility Agent is not authorised to act on behalf of a Lender or any Hedging Provider (without first obtaining that Lender’s or any Hedging Provider’s consent) in any legal or arbitration proceedings relating to any Finance Document. This paragraph (f) shall not apply to any legal or arbitration proceeding relating to the perfection, preservation or protection...
Instructions to Facility Agent. 7.2.1 Unless otherwise expressly stated in this Agreement or any other Finance Document, any action to be taken or expressed to be taken by the Facility Agent under or in respect of this Agreement or any other Finance Document shall be taken by the Facility Agent acting in accordance with the instructions given to it or authority granted to it under the Intercreditor Agreement (and the Obligors shall be obliged and entitled to assume without further enquiry that the Facility Agent is acting in accordance with the terms of the Intercreditor Agreement).
7.2.2 No Obligor shall be obliged, nor entitled, to act in accordance with any notice given to it pursuant to any Finance Document unless such notice is given by the Facility Agent irrespective of the delivery of any conflicting notice by or on behalf of any other Finance Party.
Instructions to Facility Agent. The Facility Agent shall: