Common use of Instructions to Security Agent and exercise of discretion Clause in Contracts

Instructions to Security Agent and exercise of discretion. (a) Subject to paragraphs (e) and (f) below, the Security Agent shall act in accordance with any instructions given to it by an Instructing Group or, if so instructed by an Instructing Group, refrain from exercising any right, power, authority or discretion vested in it as Security Agent or as holder of a Security Agent Claim and shall be entitled to assume that (i) any instructions received by it from an Agent, the Creditors or a group of Creditors are duly given in accordance with the terms of the Debt Documents and (ii) unless it has received actual notice of revocation, that those instructions or directions have not been revoked. (b) The Security Agent shall be entitled to request instructions, or clarification of any direction, from an Instructing Group (or from the Majority Second Lien Creditors (to the extent it is entitled to give instructions to the Security Agent pursuant to Clause ‎16 (Enforcement of Transaction Security)) as to whether, and in what manner, it should exercise or refrain from exercising any rights, powers, authorities and discretions and the Security Agent may refrain from acting unless and until those instructions or clarification are received by it. (c) Save in the case of decisions stipulated to be a matter for any other Creditor or group of Creditors under this Agreement (including Clause 16 (Enforcement of Transaction Security)) and unless a contrary intention appears in this Agreement, any instructions given to the Security Agent by an Instructing Group shall override any conflicting instructions given by any other Parties. (d) Any instructions or votes given or to be given to the Security Agent by any Creditor shall be provided by that Creditor’s Agent in relation to the relevant Liabilities or, in the case of Hedging Liabilities, by the relevant Hedge Counterparty and the Security Agent shall be entitled to communicate with any Creditor or Creditors through such Agent and shall have no obligation to communicate with any Creditor or Creditors (other than Hedge Counterparties) other than through such Creditor(s’) Agent. (e) Paragraph (a) above shall not apply: (i) where a contrary indication appears in this Agreement; (ii) where this Agreement requires the Security Agent to act in a specified manner or to take a specified action; (iii) in respect of any provision which protects the Security Agent’s own position in its personal capacity as opposed to its role of Security Agent for the Secured Parties including, without limitation, the provisions set out in Clauses 21.7 (Security Agent’s discretions) to 21.22 (Disapplication); and (iv) in respect of the exercise of the Security Agent’s discretion to exercise a right, power or authority under any of: (A) Clause ‎17.1 (Non-Distressed Disposals); (B) Clause 18.1 (Order of Application of Group Recoveries); (C) Clause ‎18.2 (Prospective liabilities); (D) Clause 18.3 (

Instructions to Security Agent and exercise of discretion. (aA) Subject to paragraphs (eD) and (fE) below, the Security Agent shall act in accordance with any instructions given to it by an Instructing Group the Majority Lenders or, if so instructed by an Instructing Groupthe Majority Lenders, refrain from exercising any right, power, authority or discretion vested in it as Security Agent or as holder of a Security Agent Claim and shall be entitled to assume that (i) any instructions received by it from an Agent, the Creditors Facility Agent or a group of Creditors Lenders are duly given in accordance with the terms of the Debt Finance Documents and (ii) unless it has received actual notice of revocation, that those instructions or directions have not been revoked. (bB) The Security Agent shall be entitled to request instructions, or clarification of any direction, from an Instructing Group (or from the Majority Second Lien Creditors (to the extent it is entitled to give instructions to the Security Agent pursuant to Clause ‎16 (Enforcement of Transaction Security)) Lenders as to whether, and in what manner, it should exercise or refrain from exercising any rights, powers, authorities and discretions and the Security Agent may refrain from acting unless and until those instructions or clarification are received by it. (cC) Save in the case of decisions stipulated to be a matter for any other Creditor or group of Creditors under this Agreement (including Clause 16 (Enforcement of Transaction Security)) and unless a contrary intention appears in this Agreement, any Any instructions given to the Security Agent by an Instructing Group the Majority Lenders shall override any conflicting instructions given by any other Parties. (d) Any instructions or votes given or to be given to the Security Agent by any Creditor shall be provided by that Creditor’s Agent in relation to the relevant Liabilities or, in the case of Hedging Liabilities, by the relevant Hedge Counterparty and the Security Agent shall be entitled to communicate with any Creditor or Creditors through such Agent and shall have no obligation to communicate with any Creditor or Creditors (other than Hedge Counterparties) other than through such Creditor(s’) Agent. (eD) Paragraph (aA) above shall not apply: (i) where a contrary indication appears in this Agreement; (ii) where this Agreement requires the Security Agent to act in a specified manner or to take a specified action; (iii) in respect of any provision which protects the Security Agent’s own position in its personal capacity as opposed to its role of Security Agent for the Secured Parties including, without limitation, the provisions set out in Clauses 21.7 (Security Agent’s discretions) to 21.22 (Disapplication); andParties. (ivE) in respect of the exercise of the Security Agent’s In exercising any discretion to exercise a right, power or authority under any ofthis Agreement where either: (Ai) Clause ‎17.1 (Non-Distressed Disposals);it has not received any instructions from the Majority Lenders as to the exercise of that discretion; or (Bii) Clause 18.1 the exercise of that discretion is subject to paragraph (Order D)(iii) above, the Security Agent shall do so having regard to the interests of Application of Group Recoveries); (C) Clause ‎18.2 (Prospective liabilities); (D) Clause 18.3 (all the Secured Parties.

Instructions to Security Agent and exercise of discretion. (a) Subject to paragraphs paragraph (e) and (fd) below, the Security Agent shall act in accordance with any instructions given to it by an Instructing Group the Majority Lenders or, if so instructed by an Instructing Groupthe Majority Lenders, refrain from exercising any right, power, authority or discretion vested in it as Security Agent or as holder of a Security Agent Claim and shall be entitled entitled: (i) to assume that that: (iA) any instructions received by it from an the Agent, the Creditors Lenders or a group of Creditors Lenders are duly given in accordance with the terms of the Debt Documents and Finance Documents; and (iiB) unless it has received actual notice of revocation, that those instructions or directions have not been revoked; and (ii) to carry out all dealings with the Lenders through the Agent and may give to the Agent any notice or other communication required to be given by the Security Agent to the Lenders. (b) The Security Agent shall be entitled to request instructions, or clarification of any direction, from an Instructing Group (or from the Majority Second Lien Creditors (to the extent it is entitled to give instructions to the Security Agent pursuant to Clause ‎16 (Enforcement of Transaction Security)) Lenders as to whether, and in what manner, it should exercise or refrain from exercising any rights, powers, authorities and discretions and the Security Agent may refrain from acting unless and until those instructions or clarification are received by it. (c) Save as provided in the case of decisions stipulated to be a matter for any other Creditor or group of Creditors under this Agreement (including Clause 16 31 (Enforcement of Transaction Security)) and unless a contrary intention appears in this Agreement, any instructions given to the Security Agent by an Instructing Group the Majority Lenders shall override any conflicting instructions given by any other Parties. (d) Any instructions or votes given or to be given to the Security Agent by any Creditor shall be provided by that Creditor’s Agent in relation to the relevant Liabilities or, in the case of Hedging Liabilities, by the relevant Hedge Counterparty and the Security Agent shall be entitled to communicate with any Creditor or Creditors through such Agent and shall have no obligation to communicate with any Creditor or Creditors (other than Hedge Counterparties) other than through such Creditor(s’) Agent. (e) Paragraph (a) above shall not apply: (i) where a contrary indication appears in this Agreement; (ii) where this Agreement requires the Security Agent to act in a specified manner or to take a specified action; (iii) in respect of any provision which protects the Security Agent’s 's own position in its personal capacity as opposed to its role of Security Agent for the Secured Parties including, without limitation, the provisions set out in Clauses 21.7 Clause 33.6 (Security Agent's and Secondary Security Agent’s discretions) to 21.22 Clause 33.21 (Disapplication); and; (iv) in respect of the exercise of the Security Agent’s 's discretion to exercise a right, power or authority under any of: (A) Clause ‎17.1 32 (Non-Distressed DisposalsApplication of Proceeds); (B) Clause 18.1 32.2 (Order of Application of Group RecoveriesProspective liabilities);; and (C) Clause ‎18.2 32.5 (Prospective liabilitiesPermitted Deductions);. (De) In exercising any discretion to exercise a right, power or authority under this Agreement where either: (i) it has not received any instructions from the Majority Lenders as to the exercise of that discretion; or (ii) the exercise of that discretion is subject to paragraph (d)(iv) above, the Security Agent shall do so having regard to (in its opinion) the interests of all the Secured Parties. (f) The Secondary Security Agent shall act in accordance with any instructions given to it by the Security Agent or, if so instructed by the Security Agent, refrain from exercising any right, power, authority or discretion vested in it as Secondary Security Agent and shall be entitled: (i) to assume that: (A) any instructions received by it from the Security Agent are duly given in accordance with the terms of the Finance Documents; and (B) unless it has received actual notice of revocation, those instructions or directions have not been revoked; and (ii) to carry out all dealings with the Lenders and the Agent through the Security Agent and may give to the Security Agent any notice or other communication required to be given by the Secondary Security Agent to the Lenders. (g) The Secondary Security Agent shall be entitled to request instructions, or clarification of any direction, from the Security Agent as to whether, and in what manner, it should exercise or refrain from exercising any rights, powers, authorities and discretions and the Secondary Security Agent may refrain from acting unless and until those instructions or clarification are received by it. (h) Save as provided in Clause 18.3 31 (Enforcement of Transaction Security), any instructions given to the Secondary Security Agent by the Security Agent shall override any conflicting instructions given by any other Parties.

Instructions to Security Agent and exercise of discretion. (a) Subject to paragraphs (ed) and (fe) below, the Security Agent shall act in accordance with any instructions given to it by an Instructing Group the Majority Lenders or, if so instructed by an Instructing Groupthe Majority Lenders, refrain from exercising any right, power, authority or discretion vested in it as Security Agent or as holder of a Security Agent Claim and shall be entitled to assume that (i) any instructions instruction received by it from an the Agent, the Creditors Lenders or a group of Creditors the Majority Lenders are duly given in accordance with the terms of the Debt Finance Documents and (ii) unless it has received actual notice of revocation, that those instructions or directions have not been revoked. The Security Agent shall not be liable for any act (or omission) if it acts (or refrains from acting) in accordance with this Clause (or, if this Agreement stipulates that such matter is a decision for any other creditor or group of creditors, in accordance with instructions given to it by that creditor or group of creditors). (b) The Security Agent shall be entitled to request instructions, or clarification of any direction, from an Instructing Group (or from the Majority Second Lien Creditors (to the extent it is entitled to give instructions to the Security Agent pursuant to Clause ‎16 (Enforcement of Transaction Security)) Lenders as to whether, and in what manner, it should exercise or refrain from exercising any rights, powers, authorities and discretions and the Security Agent may refrain from acting unless and until those instructions or clarification are received by it. (c) Save in the case of decisions stipulated to be a matter for any other Creditor or group of Creditors under this Agreement (including Clause 16 (Enforcement of Transaction Security)) and unless a contrary intention appears in this Agreement, any Any instructions given to the Security Agent by an Instructing Group the Majority Lenders shall override any conflicting instructions given by any other Parties. (d) Any instructions or votes given or to be given to the Security Agent by any Creditor shall be provided by that Creditor’s Agent in relation to the relevant Liabilities or, in the case of Hedging Liabilities, by the relevant Hedge Counterparty and the Security Agent shall be entitled to communicate with any Creditor or Creditors through such Agent and shall have no obligation to communicate with any Creditor or Creditors (other than Hedge Counterparties) other than through such Creditor(s’) Agent. (e) Paragraph (a) above shall not apply: (i) where a contrary indication appears in this Agreement; (ii) where this Agreement requires the Security Agent to act in a specified manner or to take a specified action; (iii) in respect of any provision which protects the Security Agent’s 's own position in its personal capacity as opposed to its role of Security Agent for the Secured Parties including, without limitation, the provisions set out in Clauses 21.7 26.5 (Security Agent’s 's discretions) to 21.22 Clause 26.19 (DisapplicationTrustee division separate); and; (iv) in respect of the exercise of the Security Agent’s 's discretion to exercise a right, power or authority under any of: (A) Clause ‎17.1 28.1 (Non-Distressed DisposalsOrder of application); (B) Clause 18.1 28.2 (Order of Application of Group RecoveriesProspective liabilities);; and (C) Clause ‎18.2 28.5 (Prospective liabilitiesPermitted Deductions);. (De) If giving effect to instructions given by the Majority Lenders would (in the Security Agent's opinion) have an effect equivalent to an amendment or waiver referred to in Clause 18.3 36.2 (Exceptions), the Security Agent shall not act in accordance with those instructions unless consent to it so acting is obtained from each Party (other than the Security Agent) whose consent would have been required in respect of that amendment or waiver. (f) In exercising any discretion to exercise a right, power or authority under this Agreement where either: (i) it has not received any instructions from the Majority Lenders as to the exercise of that discretion; or (ii) the exercise of that discretion is subject to paragraph (d)(iv) above, the Security Agent shall do so as it considers in its discretion to be appropriate. (g) The Security Agent may carry out what in its discretion it considers to be administrative acts, or acts which are incidental to any instruction, without any instructions (though not contrary to any such instruction), but so that no such instruction shall have any effect in relation to any administrative or incidental act performed prior to actual receipt of such instruction by the Security Agent. (h) Notwithstanding any provision of any Finance Document to the contrary, the Security Agent is not obliged to expend or risk its own funds or otherwise incur any financial liability in the performance of its duties, obligations or responsibilities or the exercise of any right, power, authority or discretion if it has grounds for believing the repayment of such funds or adequate indemnity against, or security for, such risk or liability is not reasonably assured to it.

Instructions to Security Agent and exercise of discretion. (a) Subject to paragraphs (ed) and (fe) below, the Security Agent shall act in accordance with any instructions given to it by an the Instructing Group or, if so instructed by an the Instructing Group, refrain from exercising any right, power, authority or discretion vested in it as Security Agent or as holder of a Security Agent Claim and shall be entitled to assume that (i) any instructions received by it from an Agentthe Creditor Representatives, the Creditors or a group of Creditors are duly given in accordance with the terms of the Debt Documents and (ii) unless it has received actual notice of revocation, that those instructions or directions have not been revoked. (b) The Security Agent shall be entitled to request instructions, or clarification of any direction, from an the Instructing Group (or from the Majority Second Lien Creditors (to the extent it is entitled to give instructions to the Security Agent pursuant to Clause ‎16 (Enforcement of Transaction Security)) as to whether, and in what manner, it should exercise or refrain from exercising any rights, powers, authorities and discretions and the Security Agent may refrain from acting unless and until those instructions or clarification are received by it. (c) Save as provided in the case of decisions stipulated to be a matter for any other Creditor or group of Creditors under this Agreement (including Clause 16 13 (Enforcement of Transaction Security)) and unless a contrary intention appears in this Agreement, any instructions given to the Security Agent by an the Instructing Group shall override any conflicting instructions given by any other Parties. (d) Any instructions or votes given or to be given to the Security Agent by any Creditor shall be provided by that Creditor’s Agent in relation to the relevant Liabilities or, in the case of Hedging Liabilities, by the relevant Hedge Counterparty and the Security Agent shall be entitled to communicate with any Creditor or Creditors through such Agent and shall have no obligation to communicate with any Creditor or Creditors (other than Hedge Counterparties) other than through such Creditor(s’) Agent. (e) Paragraph (a) above shall not apply: (i) where a contrary indication appears in this Agreement; (ii) where this Agreement requires the Security Agent to act in a specified manner or to take a specified action; (iii) in respect of any provision which protects the Security Agent’s own position in its personal capacity as opposed to its role of Security Agent for the Secured Parties including, without limitation, the provisions set out in Clauses 21.7 17.9 (Security Agent’s discretions) to 21.22 Clause 17.24 (Disapplication); and; (iv) in respect of the exercise of the Security Agent’s discretion to exercise a right, power or authority under any of: (A) Clause ‎17.1 14.1 (Non-Distressed Disposals); (B) Clause 18.1 15.1 (Order of Application of Group Recoveriesapplication); (C) Clause ‎18.2 15.2 (Prospective liabilities); (D) Clause 18.3 15.3 (Treatment of Credit Facility Cash Cover); and (E) Clause 15.6 (Permitted Deductions). (e) If giving effect to instructions given by the Instructing Group would (in the Security Agent’s opinion) have an effect equivalent to an Intercreditor Amendment, the Security Agent shall not act in accordance with those instructions unless consent to it so acting is obtained from each Party (other than the Security Agent) whose consent would have been required in respect of that Intercreditor Amendment. (f) In exercising any discretion to exercise a right, power or authority under this Agreement where either: (i) it has not received any instructions from the Instructing Group as to the exercise of that discretion; or (ii) the exercise of that discretion is subject to paragraph (d)(iv) above, the Security Agent shall do so having regard to the interests of all the Secured Parties.

Instructions to Security Agent and exercise of discretion. (a) Subject to paragraphs (e‎(d) and (f‎(e) below, the Security Agent shall act in accordance with any instructions given to it by an Instructing Group or, if so instructed by an Instructing Group, refrain from exercising any right, power, authority or discretion vested in it as Security Agent or as holder of a Security Agent Claim and shall be entitled to assume that (i) any instructions received by it from an Agent, the Creditors or a group of Creditors are duly given in accordance with the terms of the Debt Documents and (ii) unless it has received actual notice of revocation, that those instructions or directions have not been revoked. (b) The Security Agent shall be entitled to request instructions, or clarification of any direction, from an Instructing Group (or from the Majority Second Lien Creditors (to the extent it is entitled to give instructions to the Security Agent pursuant to Clause ‎16 (Enforcement of Transaction Security)) as to whether, and in what manner, it should exercise or refrain from exercising any rights, powers, authorities and discretions and the Security Agent may refrain from acting unless and until those instructions or clarification are received by it. (c) Save as provided in the case of decisions stipulated to be a matter for any other Creditor or group of Creditors under this Agreement (including Clause 16 ‎11 (Enforcement of Transaction Security)) and unless a contrary intention appears in this Agreement, any instructions given to the Security Agent by an Instructing Group shall override any conflicting instructions given by any other Parties. (d) Any instructions or votes given or to be given to the Security Agent by any Creditor shall be provided by that Creditor’s Agent in relation to the relevant Liabilities or, in the case of Hedging Liabilities, by the relevant Hedge Counterparty and the Security Agent shall be entitled to communicate with any Creditor or Creditors through such Agent and shall have no obligation to communicate with any Creditor or Creditors (other than Hedge Counterparties) other than through such Creditor(s’) Agent. (e) Paragraph (a‎(a) above shall not apply: (i) where a contrary indication appears in this Agreement; (ii) where this Agreement requires the Security Agent to act in a specified manner or to take a specified action; (iii) in respect of any provision which protects the Security Agent’s own position in its personal capacity as opposed to its role of Security Agent for the Secured Parties including, without limitation, the provisions set out in Clauses 21.7 ‎16.8 (Security Agent’s discretions) to 21.22 Clause ‎16.24 (Disapplication); and; (iv) in respect of the exercise of the Security Agent’s discretion to exercise a right, power or authority under any of: (A) where such exercise would be in conflict with the Communications Law, the Communications Order or the Pledge Permit; (B) Clause ‎17.1 ‎‎12.1 (Non-Distressed Disposals); (BC) Clause 18.1 ‎13.1 (Order of Application application of Group Recoveries); (C) Clause ‎18.2 (Prospective liabilities);; and (D) Clause 18.3 ‎‎13.5 (Permitted deductions). (e) If giving effect to instructions given by an Instructing Group would (in the Security Agent’s good faith opinion) have an effect equivalent to an Intercreditor Deed Amendment, the Security Agent shall not act in accordance with those instructions unless Consent to it so acting is obtained from each Party (other than the Security Agent) whose Consent would have been required in respect of that Intercreditor Deed Amendment and if required under the Pledge Permit, the Communications Law or the Communications Order, subject to the approval of the Ministers having been received. (f) In exercising any discretion to exercise a right, power or authority under this Agreement where either: (i) it has not received any instructions from an Instructing Group as to the exercise of that discretion; or (ii) the exercise of that discretion is subject to paragraph ‎(d)‎(iv) above, the Security Agent shall do so having regard to the interests of all the Secured Parties and acting on the advice of counsel where appropriate.

Instructions to Security Agent and exercise of discretion. (a) Subject to paragraphs (ed) and (fe) below, the Security Agent shall act in accordance with any instructions given to it by an Instructing Group the Majority Lenders or, if so instructed by an Instructing Groupthe Majority Lenders, refrain from exercising any right, power, authority or discretion vested in it as Security Agent or as holder of a Security Agent Claim and shall be entitled to assume that (i) any instructions received by it from an Agent, the Creditors or a group of Creditors Agent are duly given in accordance with the terms of the Debt Documents this Agreement and (ii) unless it has received actual notice of revocation, that those instructions or directions have not been revoked. (b) The Security Agent shall be entitled to request instructions, or clarification of any direction, from an Instructing Group (or from the Majority Second Lien Creditors (to the extent it is entitled to give instructions to the Security Agent pursuant to Clause ‎16 (Enforcement of Transaction Security)) Lenders as to whether, and in what manner, it should exercise or refrain from exercising any rights, powers, authorities and discretions and the Security Agent may refrain from acting unless and until those instructions or clarification are received by it. (c) Save in the case of decisions stipulated to be a matter for any other Creditor or group of Creditors under this Agreement (including Clause 16 (Enforcement of Transaction Security)) and unless a contrary intention appears in this Agreement, any Any instructions given to the Security Agent by an Instructing Group the Majority Lenders shall override any conflicting instructions given by any other Parties. (d) Any instructions or votes given or to be given to the Security Agent by any Creditor shall be provided by that Creditor’s Agent in relation to the relevant Liabilities or, in the case of Hedging Liabilities, by the relevant Hedge Counterparty and the Security Agent shall be entitled to communicate with any Creditor or Creditors through such Agent and shall have no obligation to communicate with any Creditor or Creditors (other than Hedge Counterparties) other than through such Creditor(s’) Agent. (e) Paragraph (a) above shall not apply: (i) where a contrary indication appears in this Agreement; (ii) where this Agreement requires the Security Agent to act in a specified manner or to take a specified action;; or (iii) in respect of any provision which protects the Security Agent’s own position in its personal capacity as opposed to its role of Security Agent for the Secured Parties including, without limitation, the provisions set out in Clauses 21.7 clauses 23.5 (Security Agent’s discretionsDiscretions) to 21.22 clause 23.21 (Disapplication) (inclusive); and. (ive) If giving effect to instructions given by the Majority Lenders would (in respect of the exercise of the Security Agent’s opinion) have an effect equivalent to a decision that would otherwise require all Lender consent pursuant to clause 33 (Amendments and Waivers), the Security Agent shall not act in accordance with those instructions unless consent to it so acting is obtained from each Party (other than the Security Agent) whose consent would have been required in respect of that decision. (f) In exercising any discretion to exercise a right, power or authority under this Agreement where it has not received any of: (A) Clause ‎17.1 (Non-Distressed Disposals); (B) Clause 18.1 (Order instructions from the Majority Lenders as to the exercise of Application that discretion the Security Agent shall do so having regard to the interests of Group Recoveries); (C) Clause ‎18.2 (Prospective liabilities); (D) Clause 18.3 (all the Secured Parties.

Instructions to Security Agent and exercise of discretion. (a) Subject to paragraphs paragraph (ed) and (fe) below, the Security Agent shall act in accordance with any instructions given to it by an the relevant Instructing Group or, if so instructed by an the relevant Instructing Group, shall refrain from exercising any right, power, authority or discretion vested in it as Security Agent or as holder of a Security Agent Claim and shall be entitled to assume that (i) any instructions received by it from an Agenta Representative, the Creditors or a group of Creditors are duly given in accordance with the terms of the Debt Documents and (ii) unless it has received actual notice of revocation, that those instructions or directions have not been revoked. (b) The Security Agent shall be entitled to request instructions, or clarification of any direction, from an the relevant Instructing Group (or from the Majority Second Lien Creditors (to the extent it is entitled to give instructions to the Security Agent pursuant to Clause ‎16 (Enforcement of Transaction Security)) as to whether, and in what manner, it should exercise or refrain from exercising any rights, powers, authorities and discretions and the Security Agent may refrain from acting unless and until those instructions or clarification are received by it. The Security Agent may carry out what it, in its discretion, considers to be administrative acts, or acts which are incidental to any instruction, without any instructions (though not contrary to any such instruction). If any instruction is subsequently received which conflicts with any such prior administrative or incidental act, such instruction shall have no effect in relation to such administrative or incidental act. (c) Save as provided in the case of decisions stipulated to be a matter for any other Creditor or group of Creditors under this Agreement (including Clause 16 (Enforcement of Transaction Security)) and unless a contrary intention appears in this AgreementSection 13, any instructions given to the Security Agent by an the relevant Instructing Group shall override any conflicting instructions given by any other Parties. (d) Any instructions or votes given or to be given to the Security Agent by any Creditor shall be provided by that Creditor’s Agent in relation to the relevant Liabilities or, in the case of Hedging Liabilities, by the relevant Hedge Counterparty and the Security Agent shall be entitled to communicate with any Creditor or Creditors through such Agent and shall have no obligation to communicate with any Creditor or Creditors (other than Hedge Counterparties) other than through such Creditor(s’) Agent. (e) Paragraph Clause (a) above shall not apply: : (i) where a contrary indication appears in this Agreement; ; (ii) where this Agreement requires the Security Agent to act in a specified manner or to take a specified action; ; (iii) in respect of any provision which protects the Security Agent’s own position in its personal capacity as opposed to its role of Security Agent for the Secured Parties Parties, including, without limitation, the provisions set out in Clauses 21.7 (Security Agent’s discretions) Section 17.9, Section 17.12, Section 17.14 to 21.22 (Disapplication)Section 17.19 and Sections 17.22 through Section 17.27; and (iv) in respect of the exercise of the Security Agent’s discretion to exercise a right, power or authority under any of: : (A) Clause ‎17.1 (Non-Distressed Disposals); Section 14.1; (B) Clause 18.1 (Order of Application of Group Recoveries); Section 15.1; and (C) Clause ‎18.2 (Prospective liabilities);Section 15.2. (De) Clause 18.3 If giving effect to instructions given by the relevant Instructing Group would (in the Security Agent’s opinion) have an effect equivalent to an Intercreditor Amendment, the Security Agent shall not act in accordance with those instructions unless consent to it so acting is obtained from each Party (other than the Security Agent) whose consent would have been required in respect of that Intercreditor Amendment. (f) In exercising any discretion to exercise a right, power or authority under this Agreement where either: (i) it has not received any instructions from the relevant Instructing Group as to the exercise of that discretion; or (ii) the exercise of that discretion is subject to paragraph (d) above, the Security Agent shall do as it considers in its discretion to be appropriate. (g) In determining the amount of the Senior Secured Facilities Obligations of any Senior Secured Lender or group of Senior Secured Lenders for any purposes under this Agreement whether they are requests from, or made with, the consent of, the relevant Instructing Group have been obtained the Security Agent shall only be required to consider instructions from the Administrative Agent (in accordance with the relevant Senior Secured Facilities Documents) indicating the amount of the Senior Secured Facilities Obligations held by the relevant Senior Secured Lenders requesting or consenting to such action. (h) In determining the amount of the Pari Passu Debt Obligations of any Pari Passu Creditors or group of Pari Passu Creditors for any purposes under this Agreement whether they are requests from, or made with the consent of, the relevant Instructing Group that have been obtained, the Security Agent shall only be required to consider instructions from the applicable Pari Passu Debt Representative(s) (in accordance with the relevant Pari Passu Debt Documents) indicating the amount of the Pari Passu Debt Obligations held by the relevant Pari Passu Creditors requesting or consenting to such action. (i) In determining the amount of the Second Lien Debt Obligations of any Second Lien Debt Creditors or group of Second Lien Debt Creditors for any purposes under this Agreement whether they are requests from, or made with the consent of, the Majority Second Lien Debt Creditors and that have been obtained, the Security Agent shall only be required to consider instructions from the applicable Second Lien Debt Trustee (in accordance with the relevant Second Lien Debt Documents) indicating the amount of the Second Lien Debt Obligations held by the relevant Second Lien Debt Creditors requesting or consenting to such action. (j) In determining the amount of the Additional Unsecured Debt Obligations of any Additional Unsecured Debt Creditors or group of Additional Unsecured Debt Creditors for any purposes under this Agreement whether they are requests from, or made with the consent of, the Majority Additional Unsecured Debt Creditors that have been obtained, the Security Agent shall only be required to consider instructions from the applicable Additional Unsecured Debt Representative(s) (in accordance with the relevant Additional Unsecured Debt Documents) indicating the amount of the Additional Unsecured Debt Obligations held by the relevant Additional Unsecured Debt Creditors requesting or consenting to such action. (k) Each other Secured Party authorizes the Security Agent to exercise the rights, powers, authorities and discretions specifically given to it under or in connection with the relevant Security Documents and this Agreement together with any other incidental rights, powers, authorities and discretions and to execute this Agreement and each Security Document expressed to be executed by the Security Agent on its behalf. (l) The Security Agent shall be and is hereby authorized by each of the Primary Creditors (and to the extent it may have any interest therein, every other Party) to execute on behalf of itself and each Primary Creditor and other Party where relevant: (i) following the occurrence of the Final Discharge Date, releases of all Transaction Security or any other claim granted under the Security Documents; and (ii) to the extent permitted (or not prohibited) under each Debt Document, all necessary releases of Liens under the Security Documents or any other claim. (m) The Security Agent may: (i) rely on any notice or document believed by it to be genuine and correct and to have been signed by, or with the authority of, the proper person; (ii) conclusively rely on any statement made by any person regarding any matters which may be assumed to be within its knowledge or within its powers to verify; and (iii) engage, pay for (at the expense of the Borrower to the extent reimbursable pursuant to Section 20.3) and rely on professional advisers selected by it (including those representing a person other than the Security Agent).

Instructions to Security Agent and exercise of discretion. (a) Subject to paragraphs (ed) and (fe) below, the Security Agent shall only act in accordance with any instructions given to it by an the Instructing Group or, if so instructed by an the Instructing Group, refrain from exercising any right, power, authority or discretion vested in it as Security Agent or as holder of a Security Agent Claim and shall be entitled entitled, without further enquiry, to assume that (i) any instructions or directions received by it from an the Instructing Group or, (to the extent that such Parties are entitled to give instructions or directions to the Security Agent under this Agreement) from the Facility Agent, the Facilities Agreement Creditors, the Refinancing Creditors or a group of Creditors the Super Majority Instructing Group, are duly given in accordance with the terms of the Debt relevant Finance Documents and (ii) unless it has received actual written notice of revocation, that those instructions or directions have not been revoked. (b) The Security Agent shall be entitled to request instructions, or clarification of any direction, from an the Instructing Group (or from the Majority Second Lien Creditors or, (to the extent it is that such Parties are entitled to give instructions or directions to the Security Agent pursuant to Clause ‎16 (Enforcement of Transaction Security)under this Agreement) from the Facility Agent, the Facilities Agreement Creditors, the Refinancing Creditors or the Super Majority Instructing Group, and as to whether, and in what manner, it should exercise or refrain from exercising any rights, powers, authorities and discretions and the Security Agent may refrain from acting unless and until those instructions or clarification are received by it. (c) Save as provided in the case of decisions stipulated to be a matter for any other Creditor or group of Creditors under this Agreement (including Clause 16 7 (Enforcement of Transaction Security)) and unless a contrary intention appears in this Agreement, any instructions given to the Security Agent by an the Instructing Group shall override any conflicting instructions given by any other Parties. (d) Any instructions or votes given or to be given to the Security Agent by any Creditor shall be provided by that Creditor’s Agent in relation to the relevant Liabilities or, in the case of Hedging Liabilities, by the relevant Hedge Counterparty and the Security Agent shall be entitled to communicate with any Creditor or Creditors through such Agent and shall have no obligation to communicate with any Creditor or Creditors (other than Hedge Counterparties) other than through such Creditor(s’) Agent. (e) Paragraph (a) above shall not apply: (i) where a contrary indication appears in this Agreement; (ii) where this Agreement requires the Security Agent to act in a specified manner or to take a specified action; (iii) in respect of any provision which protects the Security Agent’s own position in its personal capacity as opposed to its role of Security Agent for the Secured Parties including, without limitation, the provisions set out in Clauses 21.7 11.8 (Security Agent’s discretions) to 21.22 Clause 11.24 (Disapplication); and; (iv) in respect of the exercise of the Security Agent’s discretion to exercise a right, power or authority under any of: (A) Clause ‎17.1 8.1 (Non-Distressed Disposals); (B) Clause 18.1 10.1 (Order of Application of Group application - Transaction Security Recoveries); (C) Clause ‎18.2 10.2 (Order of application - Debt Claim Recoveries); (D) Clause 10.3 (Prospective liabilities); (DE) Clause 18.3 10.6 (Permitted Deductions); (provided that the Security Agent may, if it so chooses, seek directions or instructions from, in respect of the discretions conferred on it under the clause referred to in paragraph (A) above, the Majority Creditors (as defined in the Facilities Agreement) via the Facility Agent or, in respect of the discretions conferred on it under the clauses referred to in paragraphs (B) to (E) above, the Instructing Group). (e) If giving effect to instructions given by an Instructing Group would (in the Security Agent’s opinion (acting reasonably)) have an effect equivalent to an Intercreditor Amendment, the Security Agent shall not act in accordance with those instructions unless consent to it so acting is obtained from each Secured Party (other than the Security Agent) whose consent would have been required in respect of that Intercreditor Amendment. (f) In exercising any discretion to exercise a right, power or authority under this Agreement where either: (i) it has not received any instructions from an Instructing Group as to the exercise of that discretion; or (ii) the exercise of that discretion is subject to paragraph (d)(iv) above, the Security Agent shall do so having regard to the interests of all the Secured Parties as a group and not individually.

Instructions to Security Agent and exercise of discretion. (a) Subject to paragraphs (ed) and (fe) below, the Security Agent shall act in accordance with any instructions given to it by an Instructing Group or, if so instructed by an Instructing Group, refrain from exercising any right, power, authority or discretion vested in it as Security Agent or as a holder of a Security Agent Claim and shall be entitled to assume that (i) any instructions received by it from an Agent, the Creditors or a group of Creditors are duly given in accordance with the terms of the Debt Documents and (ii) unless it has received actual notice of revocation, that those instructions or directions have not been revoked. (b) The Security Agent shall be entitled to request instructions, or clarification of any direction, from an Instructing Group (or from the Majority Second Lien Creditors (or the Majority Senior Parent Creditors, to the extent it is they are entitled to give instructions to the Security Agent pursuant to Clause ‎16 (Enforcement of Transaction Security)Agent) as to whether, and in what manner, it should exercise or refrain from exercising any rights, powers, authorities and discretions and the Security Agent may refrain from acting unless and until those instructions or clarification are received by it. (c) Save as provided in the case of decisions stipulated to be a matter for any other Creditor or group of Creditors under this Agreement (including Clause 16 12 (Enforcement of Transaction Security)) and unless a contrary intention appears in this Agreement, any instructions given to the Security Agent by an Instructing Group shall override any conflicting instructions given by any other Parties. (d) Any instructions or votes given or to be given to the Security Agent by any Creditor shall be provided by that Creditor’s Agent in relation to the relevant Liabilities or, in the case of Hedging Liabilities, by the relevant Hedge Counterparty and the Security Agent shall be entitled to communicate with any Creditor or Creditors through such Agent and shall have no obligation to communicate with any Creditor or Creditors (other than Hedge Counterparties) other than through such Creditor(s’) Agent. (e) Paragraph (a) above shall not apply: (i) where a contrary indication appears in this AgreementAgreement (including under Clause 25 (Consents, Amendments and Override); (ii) where this Agreement requires the Security Agent to act in a specified manner or to take a specified action; (iii) in respect of any provision which protects the Security Agent’s own position in its personal capacity as opposed to its role of as Security Agent for the Secured Parties including, without limitation, the provisions set out in Clauses 21.7 Clause 17.6 (Security Agent’s discretions) to 21.22 Clause 17.21 (Disapplication); and; (iv) in respect of the exercise of the Security Agent’s discretion to exercise a right, power or authority under any of: (A) Clause ‎17.1 13.1 (Non-Distressed Disposals); (B) Clause 18.1 14.1 (Order of Application of Group Recoveriesapplication); (C) Clause ‎18.2 14.2 (Liabilities of the Senior Parent Debt Issuer); (D) Clause 14.3 (Prospective liabilities); (DE) Clause 18.3 14.4 (Treatment of Revolving Cash Cover); and (F) Clause 14.7 (Permitted Deductions). (e) In exercising any discretion to exercise a right, power or authority under this Agreement where either: (i) it has not received any instructions from an Instructing Group as to the exercise of that discretion; or (ii) the exercise of that discretion is subject to paragraph (d)(iv) above, the Security Agent shall: (A) other than where paragraph (B) below applies, do so having regard to the interests of all the Secured Parties; or (B) if (in its opinion) there is a Creditor Conflict in relation to the matter in respect of which the discretion is to be exercised, do so having regard only to the interests of all the Senior Secured Creditors.

Instructions to Security Agent and exercise of discretion. (a) Subject to paragraphs paragraph (e) and (fd) below, the Security Agent shall act in accordance with any instructions given to it by an Instructing Group the Facility Agent (acting on the instructions of the Majority Lenders or all the Lenders (as appropriate)) or, if so instructed by an Instructing Groupthe Facility Agent (acting on the instructions of the Majority Lenders or all the Lenders (as appropriate)), refrain from exercising any right, power, authority or discretion vested in it as Security Agent or as holder of a Security Agent Claim and shall be entitled to assume that that: (i) any instructions received by it from an Agent, the Creditors Facility Agent (acting on the instructions of the Majority Lenders or a group of Creditors all the Lenders (as appropriate)) are duly given in accordance with the terms of the Debt Documents and Finance Documents; and (ii) unless it has received actual notice of revocation, that those instructions or directions have not been revoked. (b) The Security Agent shall be entitled to request instructions, or clarification of any direction, from an Instructing Group the Facility Agent (or from acting on the instructions of the Majority Second Lien Creditors Lenders or all the Lenders (to the extent it is entitled to give instructions to the Security Agent pursuant to Clause ‎16 (Enforcement of Transaction Securityas appropriate)) as to whether, and in what manner, it should exercise or refrain from exercising any rights, powers, authorities and discretions and the Security Agent may refrain from acting unless and until those instructions or clarification are received by it. (c) Save in the case of decisions stipulated to be a matter for any other Creditor or group of Creditors under this Agreement (including Clause 16 (Enforcement of Transaction Security)) and unless a contrary intention appears in this Agreement, any Any instructions given to the Security Agent by an Instructing Group the Facility Agent (acting on the instructions of the Majority Lenders or all the Lenders (as appropriate)) shall override any conflicting instructions given by any other PartiesParty. (d) Any instructions or votes given or to be given to the Security Agent by any Creditor shall be provided by that Creditor’s Agent in relation to the relevant Liabilities or, in the case of Hedging Liabilities, by the relevant Hedge Counterparty and the Security Agent shall be entitled to communicate with any Creditor or Creditors through such Agent and shall have no obligation to communicate with any Creditor or Creditors (other than Hedge Counterparties) other than through such Creditor(s’) Agent. (e) Paragraph (a) above shall not apply: (i) where a contrary indication appears in this Agreement; (ii) where this Agreement requires the Security Agent to act in a specified manner or to take a specified action;; and (iii) in respect of any provision which protects the Security Agent’s 's own position in its personal capacity as opposed to its role of Security Agent for the Secured Parties including, without limitation, the provisions set out in Clauses 21.7 30.8 (Security Agent’s 's discretions) to 21.22 Clause 30.26 (Disapplication); and (iv) in respect of the exercise of the Security Agent’s discretion to exercise a right, power or authority under any of: (A) Clause ‎17.1 (Non-Distressed Disposals); (B) Clause 18.1 (Order of Application of Group Recoveries); (C) Clause ‎18.2 (Prospective liabilities); (D) Clause 18.3 (.

Instructions to Security Agent and exercise of discretion. (a) Subject to paragraphs (ed) and (fe) below, the Security Agent shall only act in accordance with any instructions given to it by an the Instructing Group or, if so instructed by an the Instructing Group, refrain from exercising any right, power, authority or discretion vested in it as Security Agent or as holder of a Security Agent Claim and shall be entitled entitled, without further enquiry, to assume that (i) any instructions or directions received by it from an the Instructing Group or, (to the extent that such Parties are entitled to give instructions or directions to the Security Agent under this Agreement) from the Administrative Agent, the Participating Creditors, the Refinancing Creditors or a group of Creditors the Super Majority Instructing Group, are duly given in accordance with the terms of the Debt relevant Finance Documents and (ii) unless it has received actual written notice of revocation, that those instructions or directions have not been revoked. (b) The Security Agent shall be entitled to request instructions, or clarification of any direction, from an the Instructing Group (or from the Majority Second Lien Creditors or, (to the extent it is that such Parties are entitled to give instructions or directions to the Security Agent pursuant to Clause ‎16 (Enforcement of Transaction Security)under this Agreement) from the Administrative Agent, the Participating Creditors, the Refinancing Creditors or the Super Majority Instructing Group, and as to whether, and in what manner, it should exercise or refrain from exercising any rights, powers, authorities and discretions and the Security Agent may refrain from acting unless and until those instructions or clarification are received by it. (c) Save as provided in the case of decisions stipulated to be a matter for any other Creditor or group of Creditors under this Agreement (including Clause 16 6 (Enforcement of Transaction Security)) and unless a contrary intention appears in this Agreement, any instructions given to the Security Agent by an the Instructing Group shall override any conflicting instructions given by any other Parties. (d) Any instructions or votes given or to be given to the Security Agent by any Creditor shall be provided by that Creditor’s Agent in relation to the relevant Liabilities or, in the case of Hedging Liabilities, by the relevant Hedge Counterparty and the Security Agent shall be entitled to communicate with any Creditor or Creditors through such Agent and shall have no obligation to communicate with any Creditor or Creditors (other than Hedge Counterparties) other than through such Creditor(s’) Agent. (e) Paragraph (a) above shall not apply: (i) where a contrary indication appears in this Agreement; (ii) where this Agreement requires the Security Agent to act in a specified manner or to take a specified action; (iii) in respect of any provision which protects the Security Agent’s own position in its personal capacity as opposed to its role of Security Agent for the Secured Parties including, without limitation, the provisions set out in Clauses 21.7 10.8 (Security Agent’s discretions) to 21.22 Clause 10.25 (Disapplication); and; (iv) in respect of the exercise of the Security Agent’s discretion to exercise a right, power or authority under any of: (A) Clause ‎17.1 7.1 (Non-Distressed Disposals); (B) Clause 18.1 9.1 (Order of Application of Group application - Transaction Security Recoveries); (C) Clause ‎18.2 9.2 (Order of application - Debt Claim Recoveries); (D) Clause 9.3 (Prospective liabilities); (DE) Clause 18.3 9.6 (Permitted Deductions); (provided that the Security Agent may, if it so chooses, seek directions or instructions from, in respect of the discretions conferred on it under the clause referred to in paragraph (A) above, the Majority Participating Creditors (as defined in the Financing Agreement) via the Administrative Agent or, in respect of the discretions conferred on it under the clauses referred to in paragraphs (B) to (E) above, the Instructing Group). (e) If giving effect to instructions given by an Instructing Group would (in the Security Agent’s opinion (acting reasonably)) have an effect equivalent to an Intercreditor Amendment, the Security Agent shall not act in accordance with those instructions unless consent to it so acting is obtained from each Secured Party (other than the Security Agent) whose consent would have been required in respect of that Intercreditor Amendment. (f) In exercising any discretion to exercise a right, power or authority under this Agreement where either: (i) it has not received any instructions from an Instructing Group as to the exercise of that discretion; or (ii) the exercise of that discretion is subject to paragraph (d)(iv) above, the Security Agent shall do so having regard to the interests of all the Secured Parties as a group and not individually.

Instructions to Security Agent and exercise of discretion. (a) Subject to paragraphs (ed) and (fe) below, the Security Agent shall act in accordance with any instructions directions given to it by an Instructing Group the Majority Primary Creditors or, if so instructed directed by an Instructing Groupthe Majority Primary Creditors, refrain from exercising any right, power, authority or discretion vested in it as Security Agent or as holder of a Security Agent Claim and shall be entitled to assume that (i) any instructions directions received by it from an Agent, the Creditors or a group of Creditors are duly given in accordance with the terms of the Debt Documents Documents; and (ii) unless it has received actual notice of revocation, that those instructions or directions have not been revoked. (b) The Security Agent shall be entitled to request instructionsdirections, or clarification of any direction, from an Instructing Group (or from the Majority Second Lien Primary Creditors (to the extent it is entitled to give instructions to the Security Agent pursuant to Clause ‎16 (Enforcement of Transaction Security)) as to whether, and in what manner, it should exercise or refrain from exercising any rights, powers, authorities and discretions and the Security Agent may refrain from acting unless and until those instructions directions or clarification are received by it. (c) Save as provided in the case of decisions stipulated to be a matter for any other Creditor or group of Creditors under this Agreement (including Clause 16 (Enforcement of Transaction Security)) and unless a contrary intention appears in this AgreementSection 10, any instructions directions given to the Security Agent by an Instructing Group the Majority Primary Creditors shall override any conflicting instructions directions given by any other Parties. (d) Any instructions or votes given or to be given to the Security Agent by any Creditor shall be provided by that Creditor’s Agent in relation to the relevant Liabilities or, in the case of Hedging Liabilities, by the relevant Hedge Counterparty and the Security Agent shall be entitled to communicate with any Creditor or Creditors through such Agent and shall have no obligation to communicate with any Creditor or Creditors (other than Hedge Counterparties) other than through such Creditor(s’) Agent. (e) Paragraph (a) above shall not apply: (i) where a contrary indication appears in this Agreement; (ii) where this Agreement requires the Security Agent to act in a specified manner or to take a specified action; (iii) in respect of any provision which that protects the Security Agent’s own position in its personal capacity as opposed to its role of Security Agent for the Secured Parties including, without limitation, including the provisions set out forth in Clauses 21.7 (Security Agent’s discretions) Sections 13.6 to 21.22 (Disapplication); andSection 13.18; (iv) in respect of the exercise of the Security Agent’s discretion to exercise a right, power or authority under any ofof Section 11.1, Section 12.2 and Section 12.5. (e) If giving effect to directions given by the Majority Primary Creditors would (in the Security Agent’s opinion) have an effect equivalent to an Intercreditor Amendment, the Security Agent shall not act in accordance with those directions unless consent to it so acting is obtained from each Party (other than the Security Agent) whose consent would have been required in respect of such Intercreditor Amendment. (f) In exercising any discretion to exercise a right, power or authority under this Agreement where either: (Ai) Clause ‎17.1 (Non-Distressed Disposals);the Security Agent has not received any direction from the Majority Primary Creditors as to the exercise of such discretion; or (Bii) Clause 18.1 the exercise of such discretion is subject to paragraph (Order d)(iv) above, the Security Agent shall do so having regard to the interests of Application of Group Recoveries); (C) Clause ‎18.2 (Prospective liabilities); (D) Clause 18.3 (all the Secured Parties.

Instructions to Security Agent and exercise of discretion. (a) Subject to paragraphs paragraph (e) and (fd) below, the Security Agent shall act in accordance with any instructions given to it by an Instructing Group the Majority Lenders or, if so instructed by an Instructing Groupthe Majority Lenders, refrain from exercising any right, power, authority or discretion vested in it as Security Agent or as holder of a Security Agent Claim and shall be entitled entitled: (i) to assume that that: (iA) any instructions received by it from an the Agent, the Creditors Lenders or a group of Creditors Lenders are duly given in accordance with the terms of the Debt Documents and Finance Documents; and (iiB) unless it has received actual notice of revocation, that those instructions or directions have not been revoked; and (ii) to carry out all dealings with the Lenders through the Agent and may give to the Agent any notice or other communication required to be given by the Security Agent to the Lenders. (b) The Security Agent shall be entitled to request instructions, or clarification of any direction, from an Instructing Group (or from the Majority Second Lien Creditors (to the extent it is entitled to give instructions to the Security Agent pursuant to Clause ‎16 (Enforcement of Transaction Security)) Lenders as to whether, and in what manner, it should exercise or refrain from exercising any rights, powers, authorities and discretions and the Security Agent may refrain from acting unless and until those instructions or clarification are received by it. (c) Save as provided in the case of decisions stipulated to be a matter for any other Creditor or group of Creditors under this Agreement (including Clause 16 31 (Enforcement of Transaction Security)) and unless a contrary intention appears in this Agreement, any instructions given to the Security Agent by an Instructing Group the Majority Lenders shall override any conflicting instructions given by any other Parties. (d) Any instructions or votes given or to be given to the Security Agent by any Creditor shall be provided by that Creditor’s Agent in relation to the relevant Liabilities or, in the case of Hedging Liabilities, by the relevant Hedge Counterparty and the Security Agent shall be entitled to communicate with any Creditor or Creditors through such Agent and shall have no obligation to communicate with any Creditor or Creditors (other than Hedge Counterparties) other than through such Creditor(s’) Agent. (e) Paragraph (a) above shall not apply: (i) where a contrary indication appears in this Agreement; (ii) where this Agreement requires the Security Agent to act in a specified manner or to take a specified action; (iii) in respect of any provision which protects the Security Agent’s 's own position in its personal capacity as opposed to its role of Security Agent for the Secured Parties including, without limitation, the provisions set out in Clauses 21.7 Clause 33.6 (Security Agent's and Secondary Security Agent’s discretions) to 21.22 Clause 33.21 (Disapplication); and; (iv) in respect of the exercise of the Security Agent’s 's discretion to exercise a right, power or authority under any of: (A) Clause ‎17.1 32 (Non-Distressed DisposalsApplication of Proceeds); (B) Clause 18.1 32.2 (Order of Application of Group RecoveriesProspective liabilities);; and (C) Clause ‎18.2 32.5 (Prospective liabilitiesPermitted Deductions);. 0081727-0000042 SN:12155633.21 162 (De) In exercising any discretion to exercise a right, power or authority under this Agreement where either: (i) it has not received any instructions from the Majority Lenders as to the exercise of that discretion; or (ii) the exercise of that discretion is subject to paragraph (d)(iv) above, the Security Agent shall do so having regard to (in its opinion) the interests of all the Secured Parties. (f) The Secondary Security Agent shall act in accordance with any instructions given to it by the Security Agent or, if so instructed by the Security Agent, refrain from exercising any right, power, authority or discretion vested in it as Secondary Security Agent and shall be entitled: (i) to assume that: (A) any instructions received by it from the Security Agent are duly given in accordance with the terms of the Finance Documents; and (B) unless it has received actual notice of revocation, those instructions or directions have not been revoked; and (ii) to carry out all dealings with the Lenders and the Agent through the Security Agent and may give to the Security Agent any notice or other communication required to be given by the Secondary Security Agent to the Lenders. (g) The Secondary Security Agent shall be entitled to request instructions, or clarification of any direction, from the Security Agent as to whether, and in what manner, it should exercise or refrain from exercising any rights, powers, authorities and discretions and the Secondary Security Agent may refrain from acting unless and until those instructions or clarification are received by it. (h) Save as provided in Clause 18.3 31 (Enforcement of Transaction Security), any instructions given to the Secondary Security Agent by the Security Agent shall override any conflicting instructions given by any other Parties.

Instructions to Security Agent and exercise of discretion. (a) Subject to paragraphs paragraph (e) and (fd) below, the Security Agent shall act in accordance with any instructions given to it by an Instructing Group the Facility Agent (acting on the instructions of the Majority Lenders or all the Lenders (as appropriate)) or, if so instructed by an Instructing Groupthe Facility Agent (acting on the instructions of the Majority Lenders or all the Lenders (as appropriate)), refrain from exercising any right, power, authority or discretion vested in it as Security Agent or as holder of a Security Agent Claim and shall be entitled to assume that that: (i) any instructions received by it from an Agent, the Creditors Facility Agent (acting on the instructions of the Majority Lenders or a group of Creditors all the Lenders (as appropriate)) are duly given in accordance with the terms of the Debt Documents and Finance Documents; and (ii) unless it has received actual notice of revocation, that those instructions or directions have not been revoked. (b) The Security Agent shall be entitled to request instructions, or clarification of any direction, from an Instructing Group the Facility Agent (or from acting on the instructions of the Majority Second Lien Creditors Lenders or all the Lenders (to the extent it is entitled to give instructions to the Security Agent pursuant to Clause ‎16 (Enforcement of Transaction Securityas appropriate)) as to whether, and in what manner, it should exercise or refrain from exercising any rights, powers, authorities and discretions and the Security Agent may refrain from acting unless and until those instructions or clarification are received by it. (c) Save in the case of decisions stipulated to be a matter for any other Creditor or group of Creditors under this Agreement (including Clause 16 (Enforcement of Transaction Security)) and unless a contrary intention appears in this Agreement, any Any instructions given to the Security Agent by an Instructing Group the Facility Agent (acting on the instructions of the Majority Lenders or all the Lenders (as appropriate)) shall override any conflicting instructions given by any other PartiesParty. (d) Any instructions or votes given or to be given to the Security Agent by any Creditor shall be provided by that Creditor’s Agent in relation to the relevant Liabilities or, in the case of Hedging Liabilities, by the relevant Hedge Counterparty and the Security Agent shall be entitled to communicate with any Creditor or Creditors through such Agent and shall have no obligation to communicate with any Creditor or Creditors (other than Hedge Counterparties) other than through such Creditor(s’) Agent. (e) Paragraph (a) above shall not apply: (i) where a contrary indication appears in this Agreement; (ii) where this Agreement requires the Security Agent to act in a specified manner or to take a specified action; (iii) in respect of any provision which protects the Security Agent’s 's own position in its personal capacity as opposed to its role of Security Agent for the Secured Parties including, without limitation, the provisions set out in Clauses 21.7 Clause 34.12 (Security Agent’s 's discretions) to 21.22 Clause 34.30 (DisapplicationFull freedom to enter into transactions); and (iv) in respect of the exercise of the Security Agent’s 's discretion to exercise a right, power or authority under any of: of Clause 34.7 (ADeductions from receipts) and Clause ‎17.1 (Non-Distressed Disposals); (B) Clause 18.1 (Order of Application of Group Recoveries); (C) Clause ‎18.2 34.8 (Prospective liabilities); (D) Clause 18.3 (.

Instructions to Security Agent and exercise of discretion. (a) Subject to paragraphs (ed) and (fe) below, the Security Agent shall only act in accordance with any instructions given to it by an the Instructing Group or, if so instructed by an the Instructing Group, refrain from exercising any right, power, authority or discretion vested in it as Security Agent or as holder of a Security Agent Claim and shall be entitled entitled, without further enquiry, to assume that (i) any instructions or directions received by it from an the Instructing Group or, (to the extent that such Parties are entitled to give instructions or directions to the Security Agent under this Agreement) from the Facility Agent, the Facilities Agreement Creditors, the Refinancing Creditors or a group of Creditors the Super Majority Instructing Group, are duly given in accordance with the terms of the Debt relevant Finance Documents and (ii) unless it has received actual written notice of revocation, that those instructions or directions have not been revoked. (b) The Security Agent shall be entitled to request instructions, or clarification of any direction, from an the Instructing Group (or from the Majority Second Lien Creditors or, (to the extent it is that such Parties are entitled to give instructions or directions to the Security Agent pursuant to Clause ‎16 (Enforcement of Transaction Security)under this Agreement) from the Facility Agent, the Facilities Agreement Creditors, the Refinancing Creditors or the Super Majority Instructing Group, and as to whether, and in what manner, it should exercise or refrain from exercising any rights, powers, authorities and discretions and the Security Agent may refrain from acting unless and until those instructions or clarification are received by it. (c) Save as provided in the case of decisions stipulated to be a matter for any other Creditor or group of Creditors under this Agreement (including Clause 16 7 (Enforcement of Transaction Security)) and unless a contrary intention appears in this Agreement, any instructions given to the Security Agent by an the Instructing Group shall override any conflicting instructions given by any other Parties. (d) Any instructions or votes given or to be given to the Security Agent by any Creditor shall be provided by that Creditor’s Agent in relation to the relevant Liabilities or, in the case of Hedging Liabilities, by the relevant Hedge Counterparty and the Security Agent shall be entitled to communicate with any Creditor or Creditors through such Agent and shall have no obligation to communicate with any Creditor or Creditors (other than Hedge Counterparties) other than through such Creditor(s’) Agent. (e) Paragraph (a) above shall not apply: (i) where a contrary indication appears in this Agreement; (ii) where this Agreement requires the Security Agent to act in a specified manner or to take a specified action; (iii) in respect of any provision which protects the Security Agent’s own position in its personal capacity as opposed to its role of Security Agent for the Secured Parties including, without limitation, the provisions set out in Clauses 21.7 11.8 (Security Agent’s discretions) to 21.22 Clause 11.24 (Disapplication); and; (iv) in respect of the exercise of the Security Agent’s discretion to exercise a right, power or authority under any of: (A) Clause ‎17.1 8.1 (Non-Distressed Disposals); (B) Clause 18.1 10.1 (Order of Application of Group application—Transaction Security Recoveries); (C) Clause ‎18.2 10.2 (Order of application—Debt Claim Recoveries); (D) Clause 10.3 (Prospective liabilities); (DE) Clause 18.3 10.6 (Permitted Deductions);

Instructions to Security Agent and exercise of discretion. (a) Subject The Security Agent shall, subject to paragraphs (e) and (f) below, the Security Agent shall act in accordance with any instructions given to it by an Instructing Group or the Majority Second Lien Creditors or the Majority Senior Unsecured Creditors (as applicable) to the extent they are entitled to give instructions under Clauses 14 (Enforcement of Transaction Security prior to the Super Senior Designation Date) or 15 (Enforcement of Transaction Security on or after the Super Senior Designation Date) (as applicable) or, if so instructed by an Instructing GroupGroup or the Majority Second Lien Creditors or the Majority Senior Unsecured Creditors (as applicable) to the extent they are entitled to give instructions under Clauses 14 (Enforcement of Transaction Security prior to the Super Senior Designation Date) or 15 (Enforcement of Transaction Security on or after the Super Senior Designation Date) (as applicable), refrain from exercising any right, power, authority or discretion vested in it as Security Agent Agent, or as holder of a Security Agent Claim Claim, and shall be entitled to assume that that: (i) any instructions received by it from an Instructing Group, the Agent, the Creditors or a group of Creditors are duly given in accordance with the terms of the Debt Documents and (including whether an Instructing Group constitutes the requisite majority); and (ii) unless it has received actual notice of revocation, that those instructions or directions have not been revoked. (b) The Security Agent shall not be liable for any act (or omission) if it acts (or refrains from acting) in accordance with paragraph (a) above (or, if this Agreement stipulates the matter is a decision for any other Creditor or group of Creditors, in accordance with the instructions given by that Creditor or group of Creditors). (c) The Security Agent shall be entitled to request instructions, or clarification of any directiondirection or instruction, from an Instructing Group (or from the Majority Second Lien Creditors or the Majority Senior Unsecured Creditors (as applicable) to the extent it is they are entitled to give instructions to the Security Agent pursuant to, prior to the Super Senior Designation Date, Clause ‎16 14 (Enforcement of Transaction Security prior to the Super Senior Designation Date) or, on and from the Super Senior Designation Date, Clause 15 (Enforcement of Transaction Security on or after the Super Senior Designation Date) or Clause 16 (Enforcement of Senior Unsecured Only Security)) as to whether, and in what manner, it should exercise or refrain from exercising any rights, powers, authorities and discretions and the Security Agent may refrain from acting (and shall not be liable if it refrains from acting) unless and until those instructions or clarification are received by it. (cd) Save in as provided in, prior to the case Super Senior Designation Date, Clause 14 (Enforcement of decisions stipulated Transaction Security prior to be a matter for any other Creditor the Super Senior Designation Date), Clause 15 (Enforcement of Transaction Security on or group of Creditors under this Agreement (including after the Super Senior Designation Date) or Clause 16 (Enforcement of Transaction Senior Unsecured Only Security)) and unless a contrary intention appears in this Agreement, any instructions given to the Security Agent by an Instructing Group shall override any conflicting instructions given by any other Parties. (d) Any instructions or votes given or to be given to the Security Agent by any Creditor shall be provided by that Creditor’s Agent in relation to the relevant Liabilities or, in the case of Hedging Liabilities, by the relevant Hedge Counterparty and the Security Agent shall be entitled to communicate with any Creditor or Creditors through such Agent and shall have no obligation to communicate with any Creditor or Creditors (other than Hedge Counterparties) other than through such Creditor(s’) Agent. (e) Paragraph (a) above shall not apply: (i) where a contrary indication appears in this AgreementAgreement (including, for the avoidance of doubt, with respect to the Senior Unsecured Only Security Documents where instructions shall be obtained solely from the Majority Senior Unsecured Creditors); (ii) where this Agreement or applicable law or regulation requires the Security Agent to act in a specified manner or to take a specified action; (iii) in respect of any provision which protects the Security Agent’s own position in its personal capacity as opposed to its role of Security Agent for the Secured Parties including, without limitation, the provisions set out in Clauses 21.7 Clause 21.8 (Security Agent’s discretions) to 21.22 Clause 21.23 (Disapplication); and; (iv) in respect of the exercise of the Security Agent’s discretion to exercise a right, power or authority under any of: (A) Clause ‎17.1 17.1 (Non-Distressed DisposalsTransactions); (B) Clause 18.1 (Order of Application application of Group Recoveries); (C) Clause ‎18.2 18.2 (Prospective liabilities); (D) Clause 18.3 18.4 (Treatment of SFA Cash Cover and Senior Lender Cash Collateral); and (E) Clause 18.8 (Permitted Deductions). (f) If giving effect to instructions given by an Instructing Group would (in the Security Agent’s good faith opinion) have an effect equivalent to an Intercreditor Amendment, the Security Agent shall not act in accordance with those instructions unless consent to it so acting is obtained from each Party (other than the Security Agent whose consent would have been required in respect of that Intercreditor Amendment). Nothing in this paragraph (f) shall oblige the Security Agent to consider or monitor the effect of any instruction delivered to it in accordance with this Agreement and the Security Agent shall have no liability to any Party whatsoever (including as a result of any corresponding delay) if, in fact, such instructions do or do not have the effect of an Intercreditor Amendment. (g) In exercising any discretion to exercise a right, power or authority under this Agreement where either: (i) it has not received any instructions from an Instructing Group (or the Majority Second Lien Creditors or the Majority Senior Unsecured Creditors (as applicable) to the extent they are entitled to give instructions under Clauses 14 (Enforcement of Transaction Security prior to the Super Senior Designation Date) or 15 (Enforcement of Transaction Security on or after the Super Senior Designation Date)) as to the exercise of that discretion; or (ii) the exercise of that discretion is subject to paragraph (e)(iv) above, the Security Agent shall: (A) other than where paragraph (B) below applies, do so having regard to the interests of all the Secured Parties (when taken as a whole and without reference to the specific interests of any individual Secured Party); or (B) if (in its opinion) there is a Creditor Conflict in relation to the matter in respect of which the discretion is to be exercised, do so having regard only to: (1) prior to the Senior Secured Discharge Date, the interests of all the Senior Secured Creditors; and (2) after the Senior Secured Discharge Date, the interests of all the Second Lien Creditors.

Instructions to Security Agent and exercise of discretion. (a) Subject to paragraphs paragraph (e) and (fd) below, the Security Agent shall act in accordance with any instructions given to it by an Instructing Group the Facility Agent (acting on the instructions of the Majority Lenders or all the Lenders (as appropriate)) or, if so instructed by an Instructing Groupthe Facility Agent (acting on the instructions of the Majority Lenders or all the Lenders (as appropriate)), refrain from exercising any right, power, authority or discretion vested in it as Security Agent or as holder of a Security Agent Claim and shall be entitled to assume that that: (i) any instructions received by it from an Agent, the Creditors Facility Agent (acting on the instructions of the Majority Lenders or a group of Creditors all the Lenders (as appropriate)) are duly given in accordance with the terms of the Debt Documents and Finance Documents; and (ii) unless it has received actual notice of revocation, that those instructions or directions have not been revoked. (b) The Security Agent shall be entitled to request instructions, or clarification of any direction, from an Instructing Group the Facility Agent (or from acting on the instructions of the Majority Second Lien Creditors Lenders or all the Lenders (to the extent it is entitled to give instructions to the Security Agent pursuant to Clause ‎16 (Enforcement of Transaction Securityas appropriate)) as to whether, and in what manner, it should exercise or refrain from exercising any rights, powers, authorities and discretions and the Security Agent may refrain from acting unless and until those instructions or clarification are received by it. (c) Save in the case of decisions stipulated to be a matter for any other Creditor or group of Creditors under this Agreement (including Clause 16 (Enforcement of Transaction Security)) and unless a contrary intention appears in this Agreement, any Any instructions given to the Security Agent by an Instructing Group the Facility Agent (acting on the instructions of the Majority Lenders or all the Lenders (as appropriate)) shall override any conflicting instructions given by any other PartiesParty. (d) Any instructions or votes given or to be given to the Security Agent by any Creditor shall be provided by that Creditor’s Agent in relation to the relevant Liabilities or, in the case of Hedging Liabilities, by the relevant Hedge Counterparty and the Security Agent shall be entitled to communicate with any Creditor or Creditors through such Agent and shall have no obligation to communicate with any Creditor or Creditors (other than Hedge Counterparties) other than through such Creditor(s’) Agent. (e) Paragraph (a) above shall not apply: (i) where a contrary indication appears in this Agreement; (ii) where this Agreement requires the Security Agent to act in a specified manner or to take a specified action; (iii) in respect of any provision which protects the Security Agent’s 's own position in its personal capacity as opposed to its role of Security Agent for the Secured Parties including, without limitation, the provisions set out in Clauses 21.7 25.10 (Security Agent’s 's discretions) to 21.22 Clause 25.28 (DisapplicationFull freedom to enter into transactions); and (iv) in respect of the exercise of the Security Agent’s 's discretion to exercise a right, power or authority under any of: of Clause 25.5 (ADeductions from receipts) and Clause ‎17.1 (Non-Distressed Disposals); (B) Clause 18.1 (Order of Application of Group Recoveries); (C) Clause ‎18.2 25.6 (Prospective liabilities); (D) Clause 18.3 (.

Instructions to Security Agent and exercise of discretion. (a) Subject to paragraphs paragraph (e) and (fd) below, the Security Agent shall act in accordance with any instructions given to it by an Instructing Group the Majority Lenders or, if so instructed by an Instructing Groupthe Majority Lenders, refrain from exercising any right, power, authority or discretion vested in it as Security Agent or as holder of a Security Agent Claim and shall be entitled entitled: (i) to assume that that: (iA) any instructions received by it from an the Agent, the Creditors Lenders or a group of Creditors Lenders are duly given in accordance with the terms of the Debt Documents and Finance Documents; and (iiB) unless it has received actual notice of revocation, that those instructions or directions have not been revoked; and (ii) to carry out all dealings with the Lenders through the Agent and may give to the Agent any notice or other communication required to be given by the Security Agent to the Lenders. (b) The Security Agent shall be entitled to request instructions, or clarification of any direction, from an Instructing Group (or from the Majority Second Lien Creditors (to the extent it is entitled to give instructions to the Security Agent pursuant to Clause ‎16 (Enforcement of Transaction Security)) Lenders as to whether, and in what manner, it should exercise or refrain from exercising any rights, powers, authorities and discretions and the Security Agent may refrain from acting unless and until those instructions or clarification are received by it. (c) Save as provided in the case of decisions stipulated to be a matter for any other Creditor or group of Creditors under this Agreement (including Clause 16 31 (Enforcement of Transaction Security)) and unless a contrary intention appears in this Agreement, any instructions given to the Security Agent by an Instructing Group the Majority Lenders shall override any conflicting instructions given by any other Parties. (d) Any instructions or votes given or to be given to the Security Agent by any Creditor shall be provided by that Creditor’s Agent in relation to the relevant Liabilities or, in the case of Hedging Liabilities, by the relevant Hedge Counterparty and the Security Agent shall be entitled to communicate with any Creditor or Creditors through such Agent and shall have no obligation to communicate with any Creditor or Creditors (other than Hedge Counterparties) other than through such Creditor(s’) Agent. (e) Paragraph (a) above shall not apply: (i) where a contrary indication appears in this Agreement; (ii) where this Agreement requires the Security Agent to act in a specified manner or to take a specified action; (iii) in respect of any provision which protects the Security Agent’s 's own position in its personal capacity as opposed to its role of Security Agent for the Secured Parties including, without limitation, the provisions set out in Clauses 21.7 Clause 33.6 (Security Agent's and Secondary Security Agent’s discretions) to 21.22 Clause 33.21 (Disapplication); and (iv) in respect of the exercise of the Security Agent’s 's discretion to exercise a right, power or authority under any of: (A) Clause ‎17.1 32 (Non-Distressed DisposalsApplication of Proceeds); (B) Clause 18.1 32.2 (Order of Application of Group RecoveriesProspective liabilities);; and (C) Clause ‎18.2 32.5 (Prospective liabilitiesPermitted Deductions);. (De) In exercising any discretion to exercise a right, power or authority under this Agreement where either: (i) it has not received any instructions from the Majority Lenders as to the exercise of that discretion; or (ii) the exercise of that discretion is subject to paragraph (d)(iv) above, the Security Agent shall do so having regard to (in its opinion) the interests of all the Secured Parties. (f) The Secondary Security Agent shall act in accordance with any instructions given to it by the Security Agent or, if so instructed by the Security Agent, refrain from exercising any right, power, authority or discretion vested in it as Secondary Security Agent and shall be entitled: (i) to assume that: (A) any instructions received by it from the Security Agent are duly given in accordance with the terms of the Finance Documents; and (B) unless it has received actual notice of revocation, those instructions or directions have not been revoked; and (ii) to carry out all dealings with the Lenders and the Agent through the Security Agent and may give to the Security Agent any notice or other communication required to be given by the Secondary Security Agent to the Lenders. (g) The Secondary Security Agent shall be entitled to request instructions, or clarification of any direction, from the Security Agent as to whether, and in what manner, it should exercise or refrain from exercising any rights, powers, authorities and discretions and the Secondary Security Agent may refrain from acting unless and until those instructions or clarification are received by it. (h) Save as provided in Clause 18.3 31 (Enforcement of Transaction Security), any instructions given to the Secondary Security Agent by the Security Agent shall override any conflicting instructions given by any other Parties.

Instructions to Security Agent and exercise of discretion. (a) Subject to paragraphs paragraph (e) and (fd) below, the Security Agent shall act in accordance with any instructions given to it by an Instructing Group the Facility Agent (acting on the instructions of the Majority Lenders or all the Lenders (as appropriate)) or, if so instructed by an Instructing Groupthe Facility Agent (acting on the instructions of the Majority Lenders or all the Lenders (as appropriate)), refrain from exercising any right, power, authority or discretion vested in it as Security Agent or as holder of a Security Agent Claim and shall be entitled to assume that that: (i) any instructions received by it from an Agent, the Creditors Facility Agent (acting on the instructions of the Majority Lenders or a group of Creditors all the Lenders (as appropriate)) are duly given in accordance with the terms of the Debt Documents and Finance Documents; and (ii) unless it has received actual notice of revocation, that those instructions or directions have not been revoked. (b) The Security Agent shall be entitled to request instructions, or clarification of any direction, from an Instructing Group the Facility Agent (or from acting on the instructions of the Majority Second Lien Creditors Lenders or all the Lenders (to the extent it is entitled to give instructions to the Security Agent pursuant to Clause ‎16 (Enforcement of Transaction Securityas appropriate)) as to whether, and in what manner, it should exercise or refrain from exercising any rights, powers, authorities and discretions and the Security Agent may refrain from acting unless and until those instructions or clarification are received by it. (c) Save in the case of decisions stipulated to be a matter for any other Creditor or group of Creditors under this Agreement (including Clause 16 (Enforcement of Transaction Security)) and unless a contrary intention appears in this Agreement, any Any instructions given to the Security Agent by an Instructing Group the Facility Agent (acting on the instructions of the Majority Lenders or all the Lenders (as appropriate)) shall override any conflicting instructions given by any other PartiesParty. (d) Any instructions or votes given or to be given to the Security Agent by any Creditor shall be provided by that Creditor’s Agent in relation to the relevant Liabilities or, in the case of Hedging Liabilities, by the relevant Hedge Counterparty and the Security Agent shall be entitled to communicate with any Creditor or Creditors through such Agent and shall have no obligation to communicate with any Creditor or Creditors (other than Hedge Counterparties) other than through such Creditor(s’) Agent. (e) Paragraph (a) above shall not apply: (i) where a contrary indication appears in this Agreement; (ii) where this Agreement requires the Security Agent to act in a specified manner or to take a specified action; (iii) in respect of any provision which protects the Security Agent’s own position in its personal capacity as opposed to its role of Security Agent for the Secured Parties including, without limitation, the provisions set out in Clauses 21.7 33.10 (Security Agent’s discretions) to 21.22 Clause 33.28 (DisapplicationFull freedom to enter into transactions); and (iv) in respect of the exercise of the Security Agent’s discretion to exercise a right, power or authority under any of: of Clause 33.5 (ADeductions from receipts) and Clause ‎17.1 (Non-Distressed Disposals); (B) Clause 18.1 (Order of Application of Group Recoveries); (C) Clause ‎18.2 33.6 (Prospective liabilities); (D) Clause 18.3 (.

Instructions to Security Agent and exercise of discretion. (a) Subject to paragraphs paragraph (e) and (fd) below, the Security Agent shall act in accordance with any instructions given to it by an Instructing Group the Facility Agent (acting on the instructions of the Majority Lenders or all the Lenders (as appropriate)) or, if so instructed by an Instructing Groupthe Facility Agent (acting on the instructions of the Majority Lenders or all the Lenders (as appropriate)), refrain from exercising any right, power, authority or discretion vested in it as Security Agent or as holder of a Security Agent Claim and shall be entitled to assume that that: (i) any instructions received by it from an Agent, the Creditors Facility Agent (acting on the instructions of the Majority Lenders or a group of Creditors all the Lenders (as appropriate)) are duly given in accordance with the terms of the Debt Documents and Finance Documents; and (ii) unless it has received actual notice of revocation, that those instructions or directions have not been revoked. (b) The Security Agent shall be entitled to request instructions, or clarification of any direction, from an Instructing Group the Facility Agent (or from acting on the instructions of the Majority Second Lien Creditors Lenders or all the Lenders (to the extent it is entitled to give instructions to the Security Agent pursuant to Clause ‎16 (Enforcement of Transaction Securityas appropriate)) as to whether, and in what manner, it should exercise or refrain from exercising any rights, powers, authorities and discretions and the Security Agent may refrain from acting unless and until those instructions or clarification are received by it. (c) Save in the case of decisions stipulated to be a matter for any other Creditor or group of Creditors under this Agreement (including Clause 16 (Enforcement of Transaction Security)) and unless a contrary intention appears in this Agreement, any Any instructions given to the Security Agent by an Instructing Group the Facility Agent (acting on the instructions of the Majority Lenders or all the Lenders (as appropriate)) shall override any conflicting instructions given by any other PartiesParty. (d) Any instructions or votes given or to be given to the Security Agent by any Creditor shall be provided by that Creditor’s Agent in relation to the relevant Liabilities or, in the case of Hedging Liabilities, by the relevant Hedge Counterparty and the Security Agent shall be entitled to communicate with any Creditor or Creditors through such Agent and shall have no obligation to communicate with any Creditor or Creditors (other than Hedge Counterparties) other than through such Creditor(s’) Agent. (e) Paragraph (a) above shall not apply: (i) where a contrary indication appears in this Agreement; (ii) where this Agreement requires the Security Agent to act in a specified manner or to take a specified action;; and (iii) in respect of any provision which protects the Security Agent’s own position in its personal capacity as opposed to its role of Security Agent for the Secured Parties including, without limitation, the provisions set out in Clauses 21.7 30.8 (Security Agent’s discretions) to 21.22 Clause 30.26 (Disapplication); and (iv) in respect of the exercise of the Security Agent’s discretion to exercise a right, power or authority under any of: (A) Clause ‎17.1 (Non-Distressed Disposals); (B) Clause 18.1 (Order of Application of Group Recoveries); (C) Clause ‎18.2 (Prospective liabilities); (D) Clause 18.3 (.

Instructions to Security Agent and exercise of discretion. (a) Subject to paragraphs (ed) and (fe) below, the Security Agent shall act in accordance with any instructions given to it by an Instructing Group the Majority Lenders or, if so instructed by an Instructing Groupthe Majority Lenders, refrain from exercising any right, power, authority or discretion vested in it as Security Agent or as holder of a Security Agent Claim and shall be entitled to assume that (i) any instructions instruction received by it from an the Agent, the Creditors Lenders or a group of Creditors the Majority Lenders are duly given in accordance with the terms of the Debt Documents and (ii) unless it has received actual notice of revocation, that those instructions or directions have not been revokedFinance Documents. (b) The Security Agent shall be entitled to request instructions, or clarification of any direction, from an Instructing Group (or from the Majority Second Lien Creditors (to the extent it is entitled to give instructions to the Security Agent pursuant to Clause ‎16 (Enforcement of Transaction Security)) Lenders as to whether, and in what manner, it should exercise or refrain from exercising any rights, powers, authorities and discretions and the Security Agent may refrain from acting unless and until those instructions or clarification are received by it. (c) Save in the case of decisions stipulated to be a matter for any other Creditor or group of Creditors under this Agreement (including Clause 16 (Enforcement of Transaction Security)) and unless a contrary intention appears in this Agreement, any Any instructions given to the Security Agent by an Instructing Group the Majority Lenders shall override any conflicting instructions given by any other Parties. (d) Any instructions or votes given or to be given to the Security Agent by any Creditor shall be provided by that Creditor’s Agent in relation to the relevant Liabilities or, in the case of Hedging Liabilities, by the relevant Hedge Counterparty and the Security Agent shall be entitled to communicate with any Creditor or Creditors through such Agent and shall have no obligation to communicate with any Creditor or Creditors (other than Hedge Counterparties) other than through such Creditor(s’) Agent. (e) Paragraph (a) above shall not apply: (i) where a contrary indication appears in this Agreement; (ii) where this Agreement requires the Security Agent to act in a specified manner or to take a specified action; (iii) in respect of any provision which protects the Security Agent’s own position in its personal capacity as opposed to its role of Security Agent for the Secured Parties including, without limitation, the provisions set out in Clauses 21.7 28.5 (Security Agent’s discretions) to 21.22 28.19 (DisapplicationTrustee division separate); and; (iv) in respect of the exercise of the Security Agent’s discretion to exercise a right, power or authority under any of: (A) Clause ‎17.1 30.1 (Non-Distressed DisposalsOrder of application); (B) Clause 18.1 30.2 (Order of Application of Group RecoveriesProspective liabilities);; and (C) Clause ‎18.2 30.5 (Prospective liabilitiesPermitted Deductions);. (De) If giving effect to instructions given by the Majority Lenders would (in the Security Agent’s opinion) have an effect equivalent to an amendment or waiver referred to in Clause 18.3 39.3 (Other exceptions), the Security Agent shall not act in accordance with those instructions unless consent to it so acting is obtained from each Party (other than the Security Agent) whose consent would have been required in respect of that amendment or waiver. (f) In exercising any discretion to exercise a right, power or authority under this Agreement where either: (i) it has not received any instructions from the Majority Lenders as to the exercise of that discretion; or (ii) the exercise of that discretion is subject to paragraph (d)(iv) above, the Security Agent shall do so having regard to the interests of all the Secured Parties.

Instructions to Security Agent and exercise of discretion. (aA) Subject to paragraphs (eD) and (fE) below, the Security Agent shall act in accordance with any instructions given to it by an Instructing Group or, if so instructed by an Instructing Group, refrain from exercising any right, power, authority or discretion vested in it as Security Agent or as holder of a Security Agent Claim and shall be entitled to assume that (i) any instructions received by it from an Agent, the Creditors or a group of Creditors are duly given in accordance with the terms of the Debt Finance Documents and (ii) unless it has received actual notice of revocation, that those instructions or directions have not been revoked. (bB) The Security Agent shall be entitled to request instructions, or clarification of any direction, from an Instructing Group (or from the Majority Second Lien Creditors (to the extent it is entitled to give instructions to the Security Agent pursuant to Clause ‎16 (Enforcement of Transaction Security)) as to whether, and in what manner, it should exercise or refrain from exercising any rights, powers, authorities and discretions and the Security Agent may refrain from acting unless and until those instructions or clarification are received by it. (cC) Save as provided in the case of decisions stipulated to be a matter for any other Creditor or group of Creditors under this Agreement (including Clause 16 8 (Enforcement of Transaction Security)) and unless a contrary intention appears in this Agreement, any instructions given to the Security Agent by an Instructing Group shall override any conflicting instructions given by any other Parties. (d) Any instructions or votes given or to be given to the Security Agent by any Creditor shall be provided by that Creditor’s Agent in relation to the relevant Liabilities or, in the case of Hedging Liabilities, by the relevant Hedge Counterparty and the Security Agent shall be entitled to communicate with any Creditor or Creditors through such Agent and shall have no obligation to communicate with any Creditor or Creditors (other than Hedge Counterparties) other than through such Creditor(s’) Agent. (eD) Paragraph (aA) above shall not apply: (i) where a contrary indication appears in this Agreement; (ii) where this Agreement requires the Security Agent to act in a specified manner or to take a specified action; (iii) in respect of any provision which protects the Security Agent’s own position in its personal capacity as opposed to its role of Security Agent for the Secured Parties including, without limitation, the provisions set out in Clauses 21.7 11.5 (Security Agent’s discretions) to 21.22 Clause 11.21 (Disapplication); and; (iv) in respect of the exercise of the Security Agent’s discretion to exercise a right, power or authority under any of: (Aa) Clause ‎17.1 9.1 (Non-Distressed Disposals); (Bb) Clause 18.1 10.1 (Order of Application of Group Recoveriesapplication); (Cc) Clause ‎18.2 10.2 (Prospective liabilities); (Dd) Clause 18.3 10.3 (Treatment of XX Xxxx Cover); and (e) Clause 10.6 (Permitted Deductions). (E) If giving effect to instructions given by an Instructing Group would (in the Security Agent’s opinion) have an effect equivalent to an Intercreditor Amendment, the Security Agent shall not act in accordance with those instructions unless consent to it so acting is obtained from each Party (other than the Security Agent) whose consent would have been required in respect of that Intercreditor Amendment. (F) In exercising any discretion to exercise a right, power or authority under this Agreement where either: (i) it has not received any instructions from an Instructing Group as to the exercise of that discretion; or (ii) the exercise of that discretion is subject to paragraph (D)(iv) above, the Security Agent shall do so having regard to the interests of all the Secured Parties.

Instructions to Security Agent and exercise of discretion. (a) Subject to paragraphs (e) and (fd) below, the Security Agent shall act in accordance with any instructions given to it by an Instructing Group the Majority Lenders or, if so instructed by an Instructing Groupthe Majority Lenders, refrain from exercising any right, power, authority or discretion vested in it as Security Agent or as holder of a Security Agent Claim and shall be entitled to assume that (i) any instructions received by it from an the Agent, or the Creditors or a group of Creditors Majority Lenders are duly given in accordance with the terms of the Debt Finance Documents and (ii) unless it has received actual notice of revocation, that those instructions or directions have not been revoked. (b) The Security Agent shall be entitled to request instructions, or clarification of any direction, from an Instructing Group (or from the Majority Second Lien Creditors (to the extent it is entitled to give instructions to the Security Agent pursuant to Clause ‎16 (Enforcement of Transaction Security)) Lenders as to whether, and in what manner, it should exercise or refrain from exercising any rights, powers, authorities and discretions and the Security Agent may refrain from acting unless and until those instructions or clarification are received by itit or where the Security Agent, in its absolute discretion, determines that the relevant instructions or clarification cannot be reached in time to best protect the interests of the Secured Parties, the Security Agent may take such measures (including the initiation of enforcement proceedings) as are in its opinion in the best interest of the Secured Parties. The Security Agent shall immediately notify the Secured Parties of any such measures taken. (c) Save in the case of decisions stipulated to be a matter for any other Creditor or group of Creditors under this Agreement (including Clause 16 (Enforcement of Transaction Security)) and unless a contrary intention appears in this Agreement, any Any instructions given to the Security Agent by an Instructing Group the Majority Lenders shall override any conflicting instructions given by any other Finance Parties. (d) Any instructions or votes given or to be given to the Security Agent by any Creditor shall be provided by that Creditor’s Agent in relation to the relevant Liabilities or, in the case of Hedging Liabilities, by the relevant Hedge Counterparty and the Security Agent shall be entitled to communicate with any Creditor or Creditors through such Agent and shall have no obligation to communicate with any Creditor or Creditors (other than Hedge Counterparties) other than through such Creditor(s’) Agent. (e) Paragraph (a) above shall not apply: (i) where a contrary indication appears in this Agreement; (ii) if such instructions would be contrary to any applicable law; (iii) where this Agreement or any Transaction Security Document requires the Security Agent to act in a specified manner or to take a specified action;; and (iiiiv) in respect of any provision which protects the Security Agent’s own position in its personal capacity as opposed to its role of Security Agent for the Secured Parties including, without limitation, the provisions set out in Clauses 21.7 (Security Agent’s discretions) to 21.22 (Disapplication); andParties; (ivv) in respect of measures (including waivers and changes to the exercise Transaction Security Documents) which relate to the administration of the Security Agent’s granted under the Transaction Security Documents only and are unlikely to affect the value of such Security. (e) In exercising any discretion to exercise a right, power or authority under this Agreement where either it has not received any of: (A) Clause ‎17.1 (Non-Distressed Disposals); (B) Clause 18.1 (Order instructions from the Majority Lenders as to the exercise of Application that discretion, the Security Agent shall do so having regard to the interests of Group Recoveries); (C) Clause ‎18.2 (Prospective liabilities); (D) Clause 18.3 (all the Secured Parties.

Instructions to Security Agent and exercise of discretion. (a) Subject to paragraphs (ed) and (fe) below, the Security Agent shall only act in accordance with any instructions given to it by an the Instructing Group or, if so instructed by an the Instructing Group, refrain from exercising any right, power, authority or discretion vested in it as Security Agent or as holder of a Security Agent Claim and shall be entitled entitled, without further enquiry, to assume that (i) any instructions or directions received by it from an the Instructing Group or, (to the extent that such Parties are entitled to give instructions or directions to the Security Agent under this Agreement) from the Administrative Agent, the Participating Creditors, the Refinancing Creditors or a group of Creditors the Super Majority Instructing Group, are duly given in accordance with the terms of the Debt relevant Finance Documents and (ii) unless it has received actual written notice of revocation, that those instructions or directions have not been revoked. (b) The Security Agent shall be entitled to request instructions, or clarification of any direction, from an the Instructing Group (or from the Majority Second Lien Creditors or, (to the extent it is that such Parties are entitled to give instructions or directions to the Security Agent pursuant to Clause ‎16 (Enforcement of Transaction Security)under this Agreement) from the Administrative Agent, the Participating Creditors, the Refinancing Creditors or the Super Majority Instructing Group, and as to whether, and in what manner, it should exercise or refrain from exercising any rights, powers, authorities and discretions and the Security Agent may refrain from acting unless and until those instructions or clarification are received by it. (c) Save as provided in the case of decisions stipulated to be a matter for any other Creditor or group of Creditors under this Agreement (including Clause 16 6 (Enforcement of Transaction Security)) and unless a contrary intention appears in this Agreement, any instructions given to the Security Agent by an the Instructing Group shall override any conflicting instructions given by any other Parties. (d) Any instructions or votes given or to be given to the Security Agent by any Creditor shall be provided by that Creditor’s Agent in relation to the relevant Liabilities or, in the case of Hedging Liabilities, by the relevant Hedge Counterparty and the Security Agent shall be entitled to communicate with any Creditor or Creditors through such Agent and shall have no obligation to communicate with any Creditor or Creditors (other than Hedge Counterparties) other than through such Creditor(s’) Agent. (e) Paragraph (a) above shall not apply: (i) where a contrary indication appears in this Agreement; (ii) where this Agreement requires the Security Agent to act in a specified manner or to take a specified action; (iii) in respect of any provision which protects the Security Agent’s own position in its personal capacity as opposed to its role of Security Agent for the Secured Parties including, without limitation, the provisions set out in Clauses 21.7 10.8 (Security Agent’s discretions) to 21.22 Clause 10.25 (Disapplication); and; (iv) in respect of the exercise of the Security Agent’s discretion to exercise a right, power or authority under any of: (A) Clause ‎17.1 7.1 (Non-Distressed Disposals); (B) Clause 18.1 9.1 (Order of Application of Group application—Transaction Security Recoveries); (C) Clause ‎18.2 9.2 (Order of application—Debt Claim Recoveries); (D) Clause 9.3 (Prospective liabilities); (DE) Clause 18.3 9.6 (Permitted Deductions); (provided that the Security Agent may, if it so chooses, seek directions or instructions from, in respect of the discretions conferred on it under the clause referred to in paragraph (A) above, the Majority Participating Creditors (as defined in the Financing Agreement) via the Administrative Agent or, in respect of the discretions conferred on it under the clauses referred to in paragraphs (B) to (E) above, the Instructing Group). (e) If giving effect to instructions given by an Instructing Group would (in the Security Agent’s opinion (acting reasonably)) have an effect equivalent to an Intercreditor Amendment, the Security Agent shall not act in accordance with those instructions unless consent to it so acting is obtained from each Secured Party (other than the Security Agent) whose consent would have been required in respect of that Intercreditor Amendment. (f) In exercising any discretion to exercise a right, power or authority under this Agreement where either: (i) it has not received any instructions from an Instructing Group as to the exercise of that discretion; or (ii) the exercise of that discretion is subject to paragraph (d)(iv) above, the Security Agent shall do so having regard to the interests of all the Secured Parties as a group and not individually.

Instructions to Security Agent and exercise of discretion. (a) Subject to paragraphs (e) and (f) below, the Security Agent shall act in accordance with any instructions given to it by an Instructing Group or, if so instructed by an Instructing Group, refrain from exercising any right, power, authority or discretion vested in it as Security Agent or as holder of a Security Agent Claim and shall be entitled to assume that (i) any instructions received by it from an Agent, the Creditors or a group of Creditors are duly given in accordance with the terms of the Debt Documents and (ii) unless it has received actual notice of revocation, that those instructions or directions have not been revoked. (b) The Security Agent shall be entitled to request instructions, or clarification of any direction, from an Instructing Group (or from the Majority Second Lien Creditors (to the extent it is entitled to give instructions to the Security Agent pursuant to Clause ‎16 16 (Enforcement of Transaction Security)) as to whether, and in what manner, it should exercise or refrain from exercising any rights, powers, authorities and discretions and the Security Agent may refrain from acting unless and until those instructions or clarification are received by it. (c) Save in the case of decisions stipulated to be a matter for any other Creditor or group of Creditors under this Agreement (including Clause 16 (Enforcement of Transaction Security)) and unless a contrary intention appears in this Agreement, any instructions given to the Security Agent by an Instructing Group shall override any conflicting instructions given by any other Parties. (d) Any instructions or votes given or to be given to the Security Agent by any Creditor shall be provided by that Creditor’s Agent in relation to the relevant Liabilities or, in the case of Hedging Liabilities, by the relevant Hedge Counterparty and the Security Agent shall be entitled to communicate with any Creditor or Creditors through such Agent and shall have no obligation to communicate with any Creditor or Creditors (other than Hedge Counterparties) other than through such Creditor(s’) Agent. (e) Paragraph (a) above shall not apply:: 84894163_20 (i) where a contrary indication appears in this Agreement; (ii) where this Agreement requires the Security Agent to act in a specified manner or to take a specified action; (iii) in respect of any provision which protects the Security Agent’s own position in its personal capacity as opposed to its role of Security Agent for the Secured Parties including, without limitation, the provisions set out in Clauses 21.7 (Security Agent’s discretions) to 21.22 (Disapplication); and (iv) in respect of the exercise of the Security Agent’s discretion to exercise a right, power or authority under any of: (A) Clause ‎17.1 17.1 (Non-Distressed Disposals); (B) Clause 18.1 (Order of Application of Group Recoveries); (C) Clause ‎18.2 18.2 (Prospective liabilities); (D) Clause 18.3 (

Instructions to Security Agent and exercise of discretion. (a) Subject to paragraphs paragraph (e) and (fd) below, the Security Agent shall act in accordance with any instructions given to it by an Instructing Group the Facility Agent (acting on the instructions of the Majority Lenders or all the Lenders (as appropriate)) or, if so instructed by an Instructing Groupthe Facility Agent (acting on the instructions of the Majority Lenders or all the Lenders (as appropriate)), refrain from exercising any right, power, authority or discretion vested in it as Security Agent or as holder of a Security Agent Claim and shall be entitled to assume that that: ​ (i) any instructions received by it from an Agent, the Creditors Facility Agent (acting on the instructions of the Majority Lenders or a group of Creditors all the Lenders (as appropriate)) are duly given in accordance with the terms of the Debt Documents and Finance Documents; and (ii) unless it has received actual notice of revocation, that those instructions or directions have not been revoked. (b) The Security Agent shall be entitled to request instructions, or clarification of any direction, from an Instructing Group the Facility Agent (or from acting on the instructions of the Majority Second Lien Creditors Lenders or all the Lenders (to the extent it is entitled to give instructions to the Security Agent pursuant to Clause ‎16 (Enforcement of Transaction Securityas appropriate)) as to whether, and in what manner, it should exercise or refrain from exercising any rights, powers, authorities and discretions and the Security Agent may refrain from acting unless and until those instructions or clarification are received by it. (c) Save in the case of decisions stipulated to be a matter for any other Creditor or group of Creditors under this Agreement (including Clause 16 (Enforcement of Transaction Security)) and unless a contrary intention appears in this Agreement, any Any instructions given to the Security Agent by an Instructing Group the Facility Agent (acting on the instructions of the Majority Lenders or all the Lenders (as appropriate)) shall override any conflicting instructions given by any other PartiesParty. (d) Any instructions or votes given or to be given to the Security Agent by any Creditor shall be provided by that Creditor’s Agent in relation to the relevant Liabilities or, in the case of Hedging Liabilities, by the relevant Hedge Counterparty and the Security Agent shall be entitled to communicate with any Creditor or Creditors through such Agent and shall have no obligation to communicate with any Creditor or Creditors (other than Hedge Counterparties) other than through such Creditor(s’) Agent. (e) Paragraph (a) above shall not apply: (i) where a contrary indication appears in this Agreement; (ii) where this Agreement requires the Security Agent to act in a specified manner or to take a specified action; (iii) in respect of any provision which protects the Security Agent’s own position in its personal capacity as opposed to its role of Security Agent for the Secured Parties including, without limitation, the provisions set out in Clauses 21.7 35.10 (Security Agent’s discretions) to 21.22 Clause 35.29 (DisapplicationFull freedom to enter into transactions); and (iv) in respect of the exercise of the Security Agent’s discretion to exercise a right, power or authority under any of: of Clause 35.5 (ADeductions from receipts) and Clause ‎17.1 (Non-Distressed Disposals); (B) Clause 18.1 (Order of Application of Group Recoveries); (C) Clause ‎18.2 35.6 (Prospective liabilities); (D) Clause 18.3 (.