Common use of Instructions to Security Agent Clause in Contracts

Instructions to Security Agent. (a) The Security Agent shall: (i) unless a contrary indication appears in a Finance Document, exercise or refrain from exercising any right, power, authority or discretion vested in it as Security Agent in accordance with any instructions given to it by the Agent; and (ii) not be liable for any act (or omission) if it acts (or refrains from acting) in accordance with paragraph (i) above. (b) The Security Agent shall be entitled (but not obliged) to request instructions, or clarification of any instruction, from the Agent as to whether, and in what manner, it should exercise or refrain from exercising any right, power, authority or discretion and the Security Agent may refrain from acting unless and until it receives those instructions or that clarification. (c) Unless a contrary indication appears in a Finance Document, any instructions given to the Security Agent by the Agent shall override any conflicting instructions given by any other Parties and will be binding on all Finance Parties. (d) The Security Agent may refrain from acting in accordance with any instructions of the Agent until it has received any indemnification and/or security and/or pre-funding and/or insurance that it may in its discretion require (which may be greater in extent than that contained in the Finance Documents and which may include payment in advance) for any cost, loss or liability which it may incur in complying with those instructions. (e) In the absence of instructions, the Security Agent may act (or refrain from acting) as it considers to be in the best interest of the Lenders. (f) The Security Agent is not authorised to act on behalf of a Lender (without first obtaining that Lender’s consent) in any legal or arbitration proceedings relating to any Finance Document. This paragraph (f) shall not apply to any legal or arbitration proceeding relating to the perfection, preservation or protection of rights under the Security Documents or enforcement of the Security Documents.

Instructions to Security Agent. (a) The Security Agent shall: (i) unless Unless a contrary indication appears in a Finance Document, the Security Agent shall: (i) exercise or refrain from exercising any right, power, authority or discretion vested in it as Security Agent in accordance with any instructions given to it by the Facility Agent (or, if so instructed by the Facility Agent, refrain from exercising any right, power, authority or discretion vested in it as Security Agent); and (ii) not be liable for any act (or omission) if it acts (or refrains from actingtaking any action) in accordance with paragraph such an instruction of the Facility Agent (i) abovethe Facility Agent in each case acting on the instructions of the Majority Lenders or, if appropriate pursuant to clause 46.2 (Exceptions), the Lenders). (b) The Security Agent shall be entitled (but not obliged) to request instructions, or clarification of any instruction, from the Facility Agent as to whether, and in what manner, it should exercise or refrain from exercising any right, power, authority or discretion and the Security Agent may refrain from acting unless and until it receives those instructions or that clarification. (c) Unless a contrary indication appears in a Finance Document, any instructions given by the Facility Agent to the Security Agent by the Agent in accordance with clause 37.22(a) shall override any conflicting instructions given by any other Parties and will be binding on all the Finance Parties. (d) The Security Agent may refrain from acting in accordance with any the instructions of the Facility Agent until it has received any indemnification and/or such security and/or pre-funding and/or insurance that as it may in its discretion require (which may be greater in extent than that contained in the Finance Documents and which may include payment in advance) for any cost, loss or liability (together with any associated Indirect Tax) which it may incur in complying with those the instructions. (e) In the absence of instructionsof, or while awaiting, instructions from the Facility Agent, (including in exceptional circumstances where time does not permit the Facility Agent obtaining instructions from the Lenders and urgent action is required) the Security Agent may act (or refrain from actingtaking action) as it considers to be in the best interest of the LendersFinance Parties. (f) The Security Agent is not authorised to act on behalf of a Lender another Finance Party (without first obtaining that LenderFinance Party’s consent) in any legal or arbitration proceedings relating to any Finance Document. This paragraph (fDocument but this is without prejudice to clauses 37.22(a) shall not apply and 37.22(e), including the right to any legal or arbitration proceeding relating to the perfection, preservation or protection of rights under enforce the Security Documents or enforcement of the Security Documentsin accordance with these clauses.

Instructions to Security Agent. (a) The Security Agent shall: (i) unless a contrary indication appears in a Finance Document, exercise or refrain from exercising any right, power, authority or discretion vested in it as Security Agent in accordance with any instructions given to it by the Administrative Agent; and (ii) not be liable for any act (or omission) if it acts (or refrains from acting) in accordance with paragraph (ia) above. (b) The Security Agent shall be entitled (but not obliged) to request instructions, or clarification of any instruction, from the Administrative Agent as to whether, and in what manner, it should exercise or refrain from exercising any right, power, authority or discretion and the Security Agent may refrain from acting unless and until it receives those instructions or that clarification. (c) Unless a contrary indication appears in a Finance Document, any instructions given to the Security Agent by the Administrative Agent shall override any conflicting instructions given by any other Parties and will be binding on all Finance Parties. (d) The Security Agent may refrain from acting in accordance with any instructions of the Administrative Agent until it has received any indemnification and/or security and/or pre-funding and/or insurance that it may in its discretion require (which may be greater in extent than that contained in the Finance Documents and which may include payment in advance) for any cost, loss or liability which it may incur in complying with those instructions. (e) In the absence of instructions, the Security Agent may act (or refrain from acting) as it considers to be in the best interest of the Lenders. (f) The Security Agent is not authorised authorized to act on behalf of a Lender or a Swap Bank (without first obtaining that Lender’s or the relevant Swap Bank’s consent) in any legal or arbitration proceedings relating to any Finance Document. This paragraph (fc) shall not apply to any legal or arbitration proceeding relating to the perfection, preservation or protection of rights under the Security Documents or enforcement of the Security Documents.

Instructions to Security Agent. (a) 34.23.1 The Security Agent shall: (ia) unless a contrary indication appears in a Finance Document, exercise or refrain from exercising any right, power, authority or discretion vested in it as Security Agent in accordance with any instructions given to it by the Agent; and (iib) not be liable for any act (or omission) if it acts (or refrains from acting) in accordance with paragraph (ia) aboveabove even though it may subsequently be found that there was a defect on the giving of such instruction. (b) 34.23.2 The Security Agent shall be entitled to (but not obligedobliged to) to request instructions, or clarification of any instruction, from the Agent as to whether, and in what manner, it should exercise or refrain from exercising any right, power, authority or discretion and the Security Agent may refrain from acting unless and until it receives those instructions or that clarification. (c) 34.23.3 Unless a contrary indication appears in a Finance Document, any instructions given to the Security Agent by the Agent shall override any conflicting instructions given by any other Parties and will be binding on all Finance Parties. (d) 34.23.4 The Security Agent may refrain from acting in accordance with any instructions of the Agent until it has received any indemnification and/or security and/or pre-funding and/or insurance that it may in its discretion require (which may be greater in extent than that contained in the Finance Documents and which may include payment in advance) for any cost, loss or liability (together with any associated VAT or other applicable tax) which it may incur in complying with those instructions. (e) 34.23.5 For the avoidance of doubt, no provision of this Agreement shall require the Security Agent to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties, or in the exercise of any of its rights or powers, if it shall have reasonable grounds for believing that repayment of such funds or adequate indemnity and/or security and/or prefunding against such risk or liability is not assured to it. 34.23.6 In the absence of instructions, the Security Agent may act (or refrain from acting) as it considers to be in the best interest of the LendersFinance Parties. (f) 34.23.7 The Security Agent is not authorised to act on behalf of a Lender or any Hedging Provider (without first obtaining that LenderXxxxxx’s or the relevant Hedging Provider’s consent) in any legal or arbitration proceedings relating to any Finance Document. This paragraph (f) clause 34.23.7 shall not apply to any legal or arbitration proceeding relating to the perfection, preservation or protection of rights under the Security Documents or enforcement of the Security Documents. 34.23.8 The Security Agent shall have no responsibility whatsoever to the Borrowers, the Agent, or any Finance Party as regards any deficiency which might arise because the Security Agent is subject to any Tax in respect of all or any of the Charged Property, the income therefrom or the proceeds thereof. 34.23.9 Until the delivery of an enforcement notice pursuant to clause 30.23 (Acceleration), the moneys standing to the credit of any accounts comprised in the Security Documents shall be dealt with in accordance with the provisions of this Agreement and the Security Documents and the Security Agent shall not be responsible in such circumstances or at any other time for any liabilities (howsoever described) suffered by any person, whether by reason of depreciation in value or by fluctuation in exchange rates or otherwise.

Instructions to Security Agent. (a) The Security Agent shall: (i) unless a contrary indication appears in a Finance Document, exercise or refrain from exercising any right, power, authority or discretion vested in it as Security Agent in accordance with any instructions given to it by the Agent; and (ii) not be liable for any act (or omission) if it acts (or refrains from acting) in accordance with paragraph (i) above. (b) The Security Agent shall be entitled (but not obliged) to request instructions, or clarification of any instruction, from the Agent as to whether, and in what manner, it should exercise or refrain from exercising any right, power, authority or discretion and the Security Agent may refrain from acting unless and until it receives those instructions or that clarification. (c) Unless a contrary indication appears in a Finance Document, any instructions given to the Security Agent by the Agent shall override any conflicting instructions given by any other Parties and will be binding on all Finance Parties. (d) The Security Agent may refrain from acting in accordance with any instructions of the Agent until it has received any indemnification and/or security and/or pre-funding and/or insurance that it may in its discretion require (which may be greater in extent than that contained in the Finance Documents and which may include payment in advance) for any cost, loss or liability which it may incur in complying with those instructions. (e) In the absence of instructions, the Security Agent may act (or refrain from acting) as it considers to be in the best interest of the Lenders. (f) The Security Agent is not authorised to act on behalf of a Lender (without first obtaining that Lender’s consentXxxxxx’s) in any legal or arbitration proceedings relating to any Finance Document. This paragraph (fclause 34.18(f) shall not apply to any legal or arbitration proceeding relating to the perfection, preservation or protection of rights under the Security Documents or enforcement of the Security Documents.

Instructions to Security Agent. (a) 34.23.1 The Security Agent shall: (ia) unless a contrary indication appears in a Finance Document, exercise or refrain from exercising any right, power, authority or discretion vested in it as Security Agent in accordance with any instructions given to it by the Agent; and (iib) not be liable for any act (or omission) if it acts (or refrains from acting) in accordance with paragraph (ia) aboveabove even though it may subsequently be found that there was a defect on the giving of such instruction. (b) 34.23.2 The Security Agent shall be entitled to (but not obligedobliged to) to request instructions, or clarification of any instruction, from the Agent as to whether, and in what manner, it should exercise or refrain from exercising any right, power, authority or discretion and the Security Agent may refrain from acting unless and until it receives those instructions or that clarification. (c) 34.23.3 Unless a contrary indication appears in a Finance Document, any instructions given to the Security Agent by the Agent shall override any conflicting instructions given by any other Parties and will be binding on all Finance Parties. (d) 34.23.4 The Security Agent may refrain from acting in accordance with any instructions of the Agent until it has received any indemnification and/or security and/or pre-funding and/or insurance that it may in its discretion require (which may be greater in extent than that contained in the Finance Documents and which may include payment in advance) for any cost, loss or liability (together with any associated VAT or other applicable tax) which it may incur in complying with those instructions. (e) 34.23.5 For the avoidance of doubt, no provision of this Agreement shall require the Security Agent to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties, or in the exercise of any of its rights or powers, if it shall have reasonable grounds for believing that repayment of such funds or adequate indemnity and/or security and/or prefunding against such risk or liability is not assured to it. 34.23.6 In the absence of instructions, the Security Agent may act (or refrain from acting) as it considers to be in the best interest of the LendersFinance Parties. (f) 34.23.7 The Security Agent is not authorised to act on behalf of a Lender or any Hedging Provider (without first obtaining that Lender’s 's or the relevant Hedging Provider's consent) in any legal or arbitration proceedings relating to any Finance Document. This paragraph (f) clause 34.23.7 shall not apply to any legal or arbitration proceeding relating to the perfection, preservation or protection of rights under the Security Documents or enforcement of the Security Documents. 34.23.8 The Security Agent shall have no responsibility whatsoever to the Borrowers, the Agent, or any Finance Party as regards any deficiency which might arise because the Security Agent is subject to any Tax in respect of all or any of the Charged Property, the income therefrom or the proceeds thereof. 34.23.9 Until the delivery of an enforcement notice pursuant to clause 30.24 (Acceleration), the moneys standing to the credit of any accounts comprised in the Security Documents shall be dealt with in accordance with the provisions of this Agreement and the Security Documents and the Security Agent shall not be responsible in such circumstances or at any other time for any liabilities (howsoever described) suffered by any person, whether by reason of depreciation in value or by fluctuation in exchange rates or otherwise.

Instructions to Security Agent. (a) The Security Agent shall: (i) unless a contrary indication appears in a Finance Document, exercise or refrain from exercising any right, power, authority or discretion vested in it as Security Agent in accordance with any instructions given to it by the Administrative Agent; and (ii) not be liable for any act (or omission) if it acts (or refrains from acting) in accordance with paragraph (ia) above. (b) The Security Agent shall be entitled (but not obliged) to request instructions, or clarification of any instruction, from the Administrative Agent as to whether, and in what manner, it should exercise or refrain from exercising any right, power, authority or discretion and the Security Agent may refrain from acting unless and until it receives those instructions or that clarification. (c) Unless a contrary indication appears in a Finance Document, any instructions given to the Security Agent by the Administrative Agent shall override any conflicting instructions given by any other Parties and will be binding on all Finance Parties. (d) The Security Agent may refrain from acting in accordance with any instructions of the Administrative Agent until it has received any indemnification and/or security and/or pre-funding and/or insurance that it may in its discretion require (which may be greater in extent than that contained in the Finance Documents and which may include payment in advance) for any cost, loss or liability which it may incur in complying with those instructions. (e) In the absence of instructions, the Security Agent may act (or refrain from acting) as it considers to be in the best interest of the Lenders. (f) The Security Agent is not authorised authorized to act on behalf of a Lender or a Swap Bank (without first obtaining that Lender’s 's or the relevant Swap Bank's consent) in any legal or arbitration proceedings relating to any Finance Document. This paragraph (fe) shall not apply to any legal or arbitration proceeding relating to the perfection, preservation or protection of rights under the Security Documents or enforcement of the Security Documents.