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 (d) and (e) below, the Security Agent shall act in accordance with any instructions given to it by the Enforcing Senior Creditors and/or the Majority Senior Creditors (as the case may be) or, if so instructed by the Enforcing Senior Creditors and/or the Majority Senior Creditors (as the case may be), refrain from exercising any right, power, authority or discretion vested in it as Security Agent and shall be entitled to assume that (i) any instructions received by it from the Agents, 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Documents and (ii) unless it has received actual notice of revocation, that those instructions or directions have not been revoked.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 the Enforcing Senior Creditors and/or the Majority Senior Creditors (as the case may be) 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 Clause 12 (Enforcement of Transaction Security), any instructions given to the Security Agent by the Majority Senior Creditors shall override any conflicting instructions given by any other Parties. (d) 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 16.8 (Security Agent’s discretions) to Clause 16.24 (Disapplication); (iv) in respect of the exercise of the Security Agent’s discretion to exercise a right, power or authority under any of: (A) Clause 13.1 (Non-Distressed Disposals); (B) Clause 14.1 (Order of application); (C) Clause 14.2 (Prospective liabilities); and (D) Clause 14.5 (Permitted Deductions). (e) If giving effect to instructions given by the Majority Senior Creditors would (in the Security Agent’s opinion) have an effect equivalent to any amendment or waiver which is subject to Clause 27 (Consents, Amendments and Override) (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 Enforcing Senior Creditors or the Majority Senior Creditors (as to the case may be) 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 (d) and (e) below, the Security Agent shall act in accordance with any instructions given to it by the Enforcing Senior Creditors and/or the Majority Senior Creditors (as the case may be) an Instructing Group or, if so instructed by the Enforcing Senior Creditors and/or the Majority Senior Creditors (as the case may be)an Instructing Group, refrain from exercising any right, power, authority or discretion vested in it as Security Agent and shall be entitled to assume that (i) any instructions received by it from the Agentsan 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.. A44420063 (b) The Security Agent shall be entitled to request instructions, or clarification of any direction, from an Instructing Group (or from the Enforcing Senior Enhanced Majority Second Lien Creditors and/or or the Majority Senior Creditors (as Parent Creditors, to the case may beextent they are entitled to give instructions to 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 Security Agent may refrain from acting unless and until those instructions or clarification are received by it. (c) Save as provided in Clause 12 (Enforcement of Transaction Security), any instructions given to the Security Agent by the Majority Senior Creditors an Instructing Group shall override any conflicting instructions given by any other Parties. (d) 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 '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 16.8 Clause 17.6 (Security Agent’s 's discretions) to Clause 16.24 17.21 (Disapplication); (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 13.1 (Non-Distressed Disposals); (B) Clause 14.1 (Order of application); (C) Clause 14.2 (Liabilities of the Senior Parent Debt Issuer); (D) Clause 14.3 (Prospective liabilities); (E) Clause 14.4 (Treatment of SFA Cash Cover and Senior Lender cash collateral); and (DF) Clause 14.5 14.7 (Permitted Deductionsdeductions). (e) If giving effect to instructions given by the Majority Senior Creditors would (in the Security Agent’s opinion) have an effect equivalent to any amendment or waiver which is subject to Clause 27 (Consents, Amendments and Override) (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 Enforcing Senior Creditors or the Majority Senior Creditors (as to the case may be) 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 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. A44420063

Instructions to Security Agent and exercise of discretion. (a) Subject to paragraphs (d) and (e) below, the Security Agent shall act in accordance with any instructions given to it by the Enforcing Senior Creditors and/or the Majority Senior Creditors (as the case may be) Lenders or, if so instructed by the Enforcing Senior Creditors and/or the Majority Senior Creditors (as the case may be)Lenders, refrain from exercising any right, power, authority or discretion vested in it as Security Agent and shall be entitled to assume that (i) any instructions instruction received by it from the AgentsAgent, 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. (b) The Security Agent shall be entitled to request instructions, or clarification of any direction, from the Enforcing Senior Creditors and/or the Majority Senior Creditors (as the case may be) 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 Clause 12 (Enforcement of Transaction Security), any Any instructions given to the Security Agent by the Majority Senior Creditors Lenders shall override any conflicting instructions given by any other Parties. (d) 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 16.8 26.5 (Security Agent’s 's discretions) to Clause 16.24 26.19 (DisapplicationTrustee division separate); (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 13.1 (Non-Distressed Disposals); (B) Clause 14.1 28.1 (Order of application); (CB) Clause 14.2 28.2 (Prospective liabilities); and (DC) Clause 14.5 28.5 (Permitted Deductions). (e) If giving effect to instructions given by the Majority Senior Creditors Lenders would (in the Security Agent’s 's opinion) have an effect equivalent to any an amendment or waiver which is subject referred to in Clause 27 36.2 (Consents, Amendments and Override) (an “Intercreditor Amendment”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 Intercreditor Amendmentamendment 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 Enforcing Senior Creditors or the Majority Senior Creditors (as to the case may be) 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. (a) Subject to paragraphs (d) and (e) below, the Security Agent shall act in accordance with any instructions given to it by the Enforcing Senior Creditors and/or the Majority Senior Creditors (as the case may be) an Instructing Group or, if so instructed by the Enforcing Senior Creditors and/or the Majority Senior Creditors (as the case may be)an Instructing Group, refrain from exercising any right, power, authority or discretion vested in it as Security Agent and shall be entitled to assume that (i) any instructions received by it from the Agentsan 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 Enforcing Senior Enhanced Majority Second Lien Creditors and/or or the Majority Senior Creditors (as Parent Creditors, to the case may beextent they are entitled to give instructions to 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 Security Agent may refrain from acting unless and until those instructions or clarification are received by it. (c) Save as provided in Clause 12 (Enforcement of Transaction Security), any instructions given to the Security Agent by the Majority Senior Creditors an Instructing Group shall override any conflicting instructions given by any other Parties. (d) 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 16.8 Clause 17.6 (Security Agent’s discretions) to Clause 16.24 17.21 (Disapplication); (iv) in respect of the exercise of the Security Agent’s discretion to exercise a right, power or authority under any of: (A) Clause 13.1 (Non-Distressed Disposals); (B) Clause 14.1 (Order of application); (C) Clause 14.2 (Liabilities of the Senior Parent Debt Issuer); (D) Clause 14.3 (Prospective liabilities); (E) Clause 14.4 (Treatment of SFA Cash Cover and Senior Lender cash collateral); and (DF) Clause 14.5 14.7 (Permitted Deductionsdeductions). (e) If giving effect to instructions given by the Majority Senior Creditors would (in the Security Agent’s opinion) have an effect equivalent to any amendment or waiver which is subject to Clause 27 (Consents, Amendments and Override) (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 Enforcing Senior Creditors or the Majority Senior Creditors (as to the case may be) 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 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 (d) and (e) below, the Security Agent shall only act in accordance with any instructions given to it by the Enforcing Senior Creditors and/or the Majority Senior Creditors (as the case may be) Instructing Group or, if so instructed by the Enforcing Senior Creditors and/or the Majority Senior Creditors (as the case may be)Instructing Group, refrain from exercising any right, power, authority or discretion vested in it as Security Agent and shall be entitled entitled, without further enquiry, to assume that (i) any instructions or directions received by it from the AgentsInstructing 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 the Enforcing Senior 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 and/or or the Super Majority Senior Creditors (as the case may be) 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 Clause 12 7 (Enforcement of Transaction Security), any instructions given to the Security Agent by the Majority Senior Creditors Instructing Group shall override any conflicting instructions given by any other Parties.. 169836-4-16896-v10.0 - 00 - 00-00000000 (dx) Paragraph Xxxxxxxxx (ax) 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 16.8 11.8 (Security Agent’s discretions) to Clause 16.24 11.24 (Disapplication); (iv) in respect of the exercise of the Security Agent’s discretion to exercise a right, power or authority under any of: (A) Clause 13.1 8.1 (Non-Distressed Disposals); (B) Clause 14.1 10.1 (Order of applicationapplication - Transaction Security Recoveries); (C) Clause 14.2 10.2 (Prospective liabilitiesOrder of application - Debt Claim Recoveries); and; (D) Clause 14.5 10.3 (Prospective liabilities); (E) Clause 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 Lenders (as defined in the 2014 Facilities Agreement or the Refinancing Equivalent) 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 the Majority Senior Creditors an Instructing Group would (in the Security Agent’s opinionopinion (acting reasonably)) have an effect equivalent to any amendment or waiver which is subject to Clause 27 (Consents, Amendments and Override) (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 the Enforcing Senior Creditors or the Majority Senior Creditors (as to the case may be) 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.Parties as a group and not individually. 169836-4-16896-v10.0 - 51 - 66-40580427