Instructions. (a) The Security Agent shall: (i) subject to paragraphs (d) and (e) below 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 Majority Lenders (or the Facility Agent on their behalf); (ii) not be liable for any act (or omission) if it acts (or refrains from acting) in accordance with paragraph (i) above (or if this Agreement stipulates the matter is a decision for any other Lender or group of Lenders in accordance with instructions given to it by that Lender or group of Lenders). (b) The Security Agent shall be entitled to request instructions, or clarification of any instruction, from the Majority Lenders (or the Facility Agent on their behalf) (or, if this Agreement stipulates the matter is a decision for any other Lender or group of Lenders, from that Lender or group of Lenders) as to whether, and in what manner, it should exercise or refrain from exercising any right, power, authority or discretion and the Security Agent may refrain from acting unless and until it receives those instructions or that clarification. (c) Save in the case of decisions stipulated to be a matter for any other Lender or group of Lenders under this Agreement and unless a contrary intention appears in this Agreement, any instructions given to the Security Agent by the Majority Lenders shall override any conflicting instructions given by any other Parties and will be binding on all Secured 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; 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, clauses 31.7 (No duty to account) to clause 31.12 (Exclusion of liability), clause 31.15 (Confidentiality) to clause 31.21 (Custodians and nominees) and clause 31.24 (Acceptance of title) to clause 31.28 (Disapplication of Trustee Acts). (e) The Security Agent may refrain from acting in accordance with any instructions of any Lender or group of Lenders until it has received any indemnification and/or security that it may in its discretion require (which may be greater in extent than that contained in the Finance Documents and which may include payment in advance) for any cost, loss or liability (together with any associated VAT) which it may incur in complying with those instructions. (f) Without prejudice to the provisions of the remainder of this clause 31.4, in the absence of instructions, the Security Agent may act (or refrain from acting) as it considers in its discretion to be appropriate.
Appears in 3 contracts
Sources: Amendment and Restatement Agreement (Aegean Marine Petroleum Network Inc.), Loan Agreement (Aegean Marine Petroleum Network Inc.), Amendment and Restatement Agreement (Aegean Marine Petroleum Network Inc.)
Instructions. (a) The Security Agent shall:
(i) subject to paragraphs (d) and (e) below 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 by:
(A) all Lenders if the relevant Finance Document stipulates the matter is an all Lender decision; and
(B) in all other cases, the Majority Lenders (or the Facility Agent on their behalf);Lenders; and
(ii) not be liable for any act (or omission) if it acts (or refrains from acting) in accordance with paragraph (i) above (or if this Agreement stipulates the matter is a decision for any other Lender or group of Lenders in accordance with instructions given to it by that Lender or group of Lenders)above.
(b) The Security Agent shall be entitled to request instructions, or clarification of any instruction, from the Majority Lenders (or the Facility Agent on their behalf) (or, if this Agreement the relevant Finance Document stipulates the matter is a decision for any other Lender or group of Lenders, from that Lender or group of Lenders) as to whether, and in what manner, it should exercise or refrain from exercising any right, power, authority or discretion and the Security discretion. The Agent may refrain from acting unless and until it receives those any such instructions or clarification that clarificationit has requested.
(c) Save in the case of decisions stipulated to be a matter for any other Lender or group of Lenders under this Agreement the relevant Finance Document and unless a contrary intention indication appears in this Agreementa Finance Document, any instructions given to the Security Agent by the Majority Lenders shall override any conflicting instructions given by any other Parties and will be binding on all Secured PartiesFinance Parties save for the Security Agent.
(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; 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, clauses 31.7 (No duty to account) to clause 31.12 (Exclusion of liability), clause 31.15 (Confidentiality) to clause 31.21 (Custodians and nominees) and clause 31.24 (Acceptance of title) to clause 31.28 (Disapplication of Trustee Acts).
(e) The Security Agent may refrain from acting in accordance with any instructions of any Lender or group of Lenders until it has received any indemnification and/or security that it may in its discretion require (which may be greater in extent than that contained in the Finance Documents and which may include payment in advance) for any cost, loss or liability (together with any associated VAT) which it may incur in complying with those instructions.
(fe) Without prejudice to the provisions of the remainder of this clause 31.4, in In the absence of instructions, the Security Agent may act (or refrain from acting) as it considers in its discretion to be appropriatein the best interest of the Lenders.
(f) The Agent is not authorised to act on behalf of a Lender (without first obtaining that ▇▇▇▇▇▇’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 Transaction Security or Security Documents.
Appears in 3 contracts
Sources: Facility Agreement (Bristow Group Inc.), Facility Agreement (Bristow Group Inc.), Facility Agreement (Bristow Group Inc.)
Instructions. (a) The Security Agent Trustee shall:
(i) subject to paragraphs (d) and (e) below exercise or refrain from exercising any right, power, authority or discretion vested in it as Security Agent Trustee in accordance with any instructions given to it by by:
(A) all Bridge Noteholders if the relevant Bridge Finance Document stipulates the matter is an all Bridge Noteholder decision;
(B) the relevant Finance Party or group of Finance Parties if a Bridge Finance Document stipulates the matter is a decision for that Finance Party or group of Finance Parties; and
(C) in all other cases, the Majority Lenders (or the Facility Agent on their behalf);Bridge Noteholders; and
(ii) not be liable for any act (or omission) if it acts (or refrains from acting) in accordance with paragraph (i) above (or or, if this Agreement a Bridge Finance Document stipulates the matter is a decision for any other Lender Finance Party or group of Lenders in accordance with instructions given to it by Finance Parties, from that Lender Finance Party or group of LendersFinance Parties).
(b) The Security Agent Trustee shall be entitled to request instructions, or clarification of any instruction, from the Majority Lenders (or the Facility Agent on their behalf) Bridge Noteholders (or, if this Agreement the relevant Bridge Finance Document stipulates the matter is a decision for any other Lender Finance Party or group of LendersFinance Parties, from that Lender Finance Party or group of LendersFinance Parties) as to whether, and in what manner, it should exercise or refrain from exercising any right, power, authority or discretion and the Security Agent discretion. The Trustee may refrain from acting unless and until it receives those any such instructions or clarification that clarificationit has requested.
(c) Save in the case of decisions stipulated to be a matter for any other Lender Finance Party or group of Lenders Finance Parties under this Agreement the relevant Bridge Finance Document and unless a contrary intention indication appears in this Agreementa Bridge Finance Document, any instructions given to the Security Agent Trustee by the Majority Lenders Bridge Noteholders shall override any conflicting instructions given by any other Parties and will be binding on all Secured Finance Parties.
(d) Paragraph (a) above shall not apply:
(i) where a contrary indication appears in this Agreementa Bridge Finance Document;
(ii) where this Agreement a Bridge Finance Document requires the Security Agent Trustee 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 Trustee’s own position in its personal capacity as opposed to its role of Security Agent Trustee for the Secured relevant Finance Parties including, without limitation, clauses 31.7 Clause 16.4 (No duty to accountfiduciary duties) to clause 31.12 Clause 16.9 (Exclusion of liability), clause 31.15 ) and Clause 16.13 (Confidentiality) to clause 31.21 (Custodians and nominees) and clause 31.24 (Acceptance of title) to clause 31.28 (Disapplication of Trustee Acts).;
(e) If giving effect to instructions given by the Majority Bridge Noteholders would (in the Trustee’s opinion) have an effect equivalent to an amendment or waiver referred to in Clause 22 (Amendments and Waivers), the Trustee shall not act in accordance with those instructions unless consent to it so acting is obtained from each Party whose consent would have been required in respect of that amendment or waiver.
(f) The Security Agent Trustee may refrain from acting in accordance with any instructions of any Lender Finance Party or group of Lenders Finance Parties until it has received any indemnification indemnification, prefunding and/or security that it may in its discretion require (which may be greater in extent than that contained in the Bridge Finance Documents and which may include payment in advance) for any cost, loss or liability (together with any associated VAT) which it may incur in complying with those instructions. This paragraph (f) shall not apply to any legal or arbitration proceeding relating to the perfection, preservation, or protection of rights under the Transaction Security Documents or enforcement of the Transaction Security or Transaction Security Documents.
(fg) Without prejudice to the provisions of the remainder of this clause 31.4Clause 16.2, in the absence of instructions, the Security Agent Trustee may act (or refrain from acting) as it considers in its discretion to be appropriatein the best interest of the Finance Parties.
(h) The Trustee is not authorised to act on behalf of a Finance Party (without first obtaining that Finance Party’s consent) in any legal or arbitration proceedings relating to any Bridge Finance Document.
Appears in 3 contracts
Sources: Loan Note Facility (Babylon Holdings LTD), Loan Agreement (Babylon Holdings LTD), Loan Agreement (Babylon Holdings LTD)
Instructions. (a) The Security Agent shall:
(i) subject to paragraphs (d) and (e) below 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 by:
(A) all Lenders (or the Facility Agent on their behalf) if the relevant Finance Document stipulates the matter is an all Lender decision; and
(B) in all other cases, the Majority Lenders (or the Facility Agent on their behalf);; and
(ii) not be liable for any act (or omission) if it acts (or refrains from acting) in accordance with sub-paragraph (i) above (or if this Agreement stipulates the matter is a decision for any other Lender Finance Party or group of Lenders Finance Parties, in accordance with instructions given to it by that Lender Finance Party or group of LendersFinance Parties).
(b) The Security Agent shall be entitled to request instructions, or clarification of any instruction, from the Majority Lenders (or the Facility Agent on their behalf) (or, if this Agreement the relevant Finance Document stipulates the matter is a decision for any other Lender Finance Party or group of LendersFinance Parties, from that Lender Finance Party or group of LendersFinance Parties) 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 any such instructions or clarification that clarificationit has requested.
(c) Save in the case of decisions stipulated to be a matter for any other Lender Finance Party or group of Lenders Finance Parties under this Agreement the relevant Finance Document and unless a contrary intention indication appears in this Agreementa Finance Document, any instructions given to the Security Agent by the Majority Lenders shall override any conflicting instructions given by any other Parties and will be binding on all Secured Finance Parties.
(d) Paragraph (a) above shall not apply:
(i) where a contrary indication appears in this Agreementa Finance Document;
(ii) where this Agreement a Finance Document 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 ’s own position in its personal capacity as opposed to its role of Security Agent for the relevant Secured Parties includingParties.
(iv) in respect of the exercise of the Security Agent’s discretion to exercise a right, without limitation, clauses 31.7 power or authority under any of:
(No duty to accountA) to clause 31.12 Clause 29.28 (Exclusion Application of liabilityreceipts), clause 31.15 ;
(ConfidentialityB) to clause 31.21 Clause 29.29 (Custodians and nomineesPermitted Deductions); and
(C) and clause 31.24 Clause 29.30 (Acceptance of title) to clause 31.28 (Disapplication of Trustee ActsProspective liabilities).
(e) 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 42 (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 amendment or waiver.
(f) In exercising any discretion to exercise a right, power or authority under the Finance Documents where either:
(i) it has not received any instructions as to the exercise of that discretion; or
(ii) the exercise of that discretion is subject to sub-paragraph (iv) of paragraph (d) above, the Security Agent shall do so having regard to the interests of all the Secured Parties.
(g) The Security Agent may refrain from acting in accordance with any instructions of any Lender Finance Party or group of Lenders Finance Parties until it has received any indemnification and/or security that it may in its discretion require (which may be greater in extent than that contained in the Finance Documents and which may include payment in advance) for any cost, loss or liability (together with any associated applicable VAT) which it may incur in complying with those instructions.
(fh) Without prejudice to the provisions of the remainder of this clause 31.4Clause 29.4 (Instructions), in the absence of instructions, the Security Agent may act (or refrain from actingbut shall not be obliged to) take such action in the exercise of its powers and duties under the Finance Documents as it considers in its discretion to be appropriate.
(i) The Security Agent is not authorised to act on behalf of a Finance Party (without first obtaining that Finance Party’s consent) in any legal or arbitration proceedings relating to any Finance Document. This paragraph (i) 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 Transaction Security or Security Documents.
Appears in 2 contracts
Sources: Term Loan Facility (Navios Maritime Partners L.P.), Facility Agreement (Navios Maritime Partners L.P.)
Instructions. (a) The Security Unless a contrary indication appears in a Finance Document or any other agreement between the Facility Agent and all Lenders, the Facility Agent shall:
(i) subject exercise any right, power, authority or discretion vested in it as Facility Agent in accordance with any instructions given to paragraphs it by:
(dA) and the Majority Lenders; and
(eB) below exercise all Lenders if the relevant Finance Document stipulates the decision is an all Lender decision, (or, if so instructed by the Majority Lenders or all Lenders, as applicable, 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 Majority Lenders (or the Facility Agent on their behalfAgent);; and
(ii) not be liable for any act (or omission) if it acts (or refrains from actingtaking any action) in accordance with paragraph (i) above (an instruction of the Majority Lenders or if this Agreement stipulates the matter is a decision for any other Lender or group of Lenders in accordance with instructions given to it by that Lender or group of all Lenders), as applicable.
(b) Unless a contrary indication appears in a Finance Document or any other agreement between the Facility Agent and all Lenders, any instructions given to the Facility Agent by the Majority Lenders shall override any conflicting instructions given by any other Parties and will be binding on all the Finance Parties other than the Security Agent.
(c) The Security Facility Agent shall be entitled to request instructions, or clarification of any instruction, from the Majority Lenders (or the Facility Agent on their behalf) (or, if this Agreement the relevant Finance Document stipulates the matter is a decision for any other Lender or group of Lenders, from that Lender or group of Lenders) as to whether, and in what manner, it should exercise or refrain from exercising any right, power, authority or discretion and the Security discretion. The Facility Agent may refrain from acting unless and until it receives those any such instructions or clarification that clarification.
(c) Save in the case of decisions stipulated to be a matter for any other Lender or group of Lenders under this Agreement and unless a contrary intention appears in this Agreement, any instructions given to the Security Agent by the Majority Lenders shall override any conflicting instructions given by any other Parties and will be binding on all Secured Partiesit has requested.
(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; 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, clauses 31.7 (No duty to account) to clause 31.12 (Exclusion of liability), clause 31.15 (Confidentiality) to clause 31.21 (Custodians and nominees) and clause 31.24 (Acceptance of title) to clause 31.28 (Disapplication of Trustee Acts).
(e) The Security An Administrative Agent may refrain from acting in accordance with any the instructions of any Lender or the Majority Lenders (or, if appropriate, a group of Lenders or the Lenders) until it has received any indemnification and/or security that it may in its discretion require (which may be greater in extent than that contained in the Finance Documents and which may include payment in advance) for any cost, loss or liability (together with any associated VAT) which it may incur in complying with those instructions.
(fe) Without prejudice to the provisions of the remainder of this clause 31.4, in In the absence of instructionsinstructions from the Majority Lenders where required, (or, if appropriate, the Security Lenders) each Administrative Agent may shall act (or refrain from actingtaking action) as it considers in its discretion to be appropriatein the best interest of the Lenders.
(f) No Administrative Agent is authorised to act on behalf of a Lender (without first obtaining that L▇▇▇▇▇’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 any Transaction Security Document or enforcement of the Transaction Security.
Appears in 2 contracts
Sources: Amendment and Restatement Agreement (Atlas Investissement), Facility Agreement (Atlas Investissement)
Instructions. (a) The Security Facility Agent shall:
(i) subject to paragraphs (d) and (e) below 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 Facility Agent in accordance with any instructions given to it by by:
(a) all Lenders if the relevant Finance Document stipulates the matter is an all Lender decision; and
(b) in all other cases, the Majority Lenders (or the Facility Agent on their behalf);Lenders; and
(ii) not be liable for any act (or omission) if it acts (or refrains from acting) in accordance with sub-paragraph (i) above (or or, if this Agreement stipulates the matter is a decision for any other Lender Finance Party or group of Lenders Finance Parties, in accordance with instructions given to it by that Lender Finance Party or group of LendersFinance Parties).
(b) The Security Facility Agent shall be entitled to request instructions, or clarification of any instruction, from the Majority Lenders (or the Facility Agent on their behalf) (or, if this Agreement the relevant Finance Document stipulates the matter is a decision for any other Lender Finance Party or group of LendersFinance Parties, from that Lender Finance Party or group of LendersFinance Parties) as to whether, and in what manner, it should exercise or refrain from exercising any right, power, authority or discretion and the Security Facility Agent may refrain from acting unless and until it receives those any such instructions or clarification that clarificationit has requested.
(c) Save in the case of decisions stipulated to be a matter for any other Lender Finance Party or group of Lenders Finance Parties under this Agreement the relevant Finance Document and unless a contrary intention indication appears in this Agreementa Finance Document, any instructions given to the Security Facility Agent by the Majority Lenders shall override any conflicting instructions given by any other Parties and will be binding on all Secured Finance Parties.
(d) Paragraph (a) above shall not apply:
(i) where a contrary indication appears in this Agreementa Finance Document;
(ii) where this Agreement a Finance Document requires the Security Facility Agent to act in a specified manner or to take a specified action; or;
(iii) in respect of any provision which protects the Security Facility Agent's own position in its personal capacity as opposed to its role of Security Facility Agent for the Secured Parties including, without limitation, clauses 31.7 (No duty to account) to clause 31.12 (Exclusion of liability), clause 31.15 (Confidentiality) to clause 31.21 (Custodians and nominees) and clause 31.24 (Acceptance of title) to clause 31.28 (Disapplication of Trustee Acts)relevant Finance Parties.
(e) If giving effect to instructions given by the Majority Lenders would in the Facility Agent's opinion have an effect equivalent to an amendment or waiver referred to in Clause 43 (Amendments and Waivers), the Facility Agent shall not act in accordance with those instructions unless consent to it so acting is obtained from each Party (other than the Facility 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 the Finance Documents where it has not received any instructions as to the exercise of that discretion the Facility Agent shall do so having regard to the interests of all the Finance Parties.
(g) The Security Facility Agent may refrain from acting in accordance with any instructions of any Lender Finance Party or group of Lenders Finance Parties until it has received any indemnification and/or security that it may in its discretion require (which may be greater in extent than that contained in the Finance Documents and which may include payment in advance) for any cost, loss or liability (together with any associated applicable VAT) which it may incur in complying with those instructions.
(fh) Without prejudice to the provisions of the remainder of this clause 31.4Clause 29.2 (Instructions), in the absence of instructions, the Security Facility Agent shall not be obliged to take any action (or refrain from taking action) even if it considers acting or not acting to be in the best interests of the Finance Parties. The Facility Agent may act (or refrain from acting) as it considers in its discretion to be appropriatein the best interest of the Finance Parties.
(i) The Facility Agent is not authorised to act on behalf of a Finance Party (without first obtaining that Finance Party's consent) in any legal or arbitration proceedings relating to any Finance Document. This paragraph (i) shall not apply to any legal or arbitration proceeding relating to the perfection, preservation or protection of rights under the Finance Documents or enforcement of the Transaction Security or Finance Documents, following the occurrence of an Event of Default which is continuing.
Appears in 2 contracts
Sources: Facility Agreement (Euroseas Ltd.), Facility Agreement (Euroseas Ltd.)
Instructions. (a) The Security Agent shall:
(i) subject to paragraphs (d) and (e) below 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 by:
(A) all Lenders if the relevant Finance Document stipulates the matter is an all Lender decision; and Loan Note Subscription Agreement | DLA Piper | 115
(B) in all other cases, the Majority Lenders (or if the Facility Agent on their behalf);relevant Finance Document stipulates the matter is a Majority Lender decision; and
(ii) not be liable for any act (or omission) if it acts (or refrains from acting) in accordance with paragraph (i) above (or if this Agreement stipulates the matter is a decision for any other Lender or group of Lenders in accordance with instructions given to it by that Lender or group of Lendersclause 29.2(a)(i).
(b) The Security Agent shall be entitled to request instructions, or clarification of any instruction, from the Majority Lenders (or the Facility Agent on their behalf) (or, if this Agreement the relevant Finance Document stipulates the matter is a decision for any other Lender or group of Lenders, from that Lender or group of Lenders) as to whether, and in what manner, it should exercise or refrain from exercising any right, power, authority or discretion and the Security discretion. The Agent may refrain from acting unless and until it receives those any such instructions or clarification that clarificationit has requested.
(c) Save in the case of decisions stipulated to be a matter for any other Lender or group of Lenders under this Agreement the relevant Finance Document and unless a contrary intention indication appears in this Agreementa Finance Document, any instructions given to the Security Agent by the Majority Lenders shall override any conflicting instructions given by any other Parties and will be binding on all Secured Finance 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; 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, clauses 31.7 (No duty to account) to clause 31.12 (Exclusion of liability), clause 31.15 (Confidentiality) to clause 31.21 (Custodians and nominees) and clause 31.24 (Acceptance of title) to clause 31.28 (Disapplication of Trustee Acts).
(e) The Security Agent may refrain from acting in accordance with any instructions of any Lender or group of Lenders until it has received any indemnification and/or security that it may in its discretion require (which may be greater in extent than that contained in the Finance Documents and which may include payment in advance) for any cost, loss or liability (together with any associated VAT) which it may incur in complying with those instructions. The Agent may specify that the security be cash, in which case the Borrower must provide it on request, failing which each Lender must on request pay its proportion of the cash according to its Commitment. Any amount recovered by the Agent under any security will be taken to be an amount paid by the party which gave that security.
(fe) Without prejudice to the provisions of the remainder of this clause 31.4, in In the absence of instructions, the Security Agent may act (or refrain from acting) as it considers in its discretion to be appropriatein the best interest of the Lenders.
(f) The Agent is not authorised to act on behalf of a Lender (without first obtaining that L▇▇▇▇▇'s consent) in any legal or arbitration proceedings relating to any Finance Document.
Appears in 2 contracts
Sources: Loan Note Subscription Agreement (Metals Acquisition LTD), Loan Note Subscription Agreement (Metals Acquisition Corp)
Instructions. (a) The Security Agent shall:
(i) subject Except as otherwise expressly provided in this Agreement, BNY Mellon will have no obligation to paragraphs (d) take any action hereunder unless and (e) below exercise or refrain from exercising any right, power, authority or discretion vested in until it as Security Agent receives Instructions issued in accordance with any instructions given to it by the Majority Lenders (or the Facility Agent on their behalf);
(ii) not be liable for any act (or omission) if it acts (or refrains from acting) in accordance with paragraph (i) above (or if this Agreement stipulates the matter is a decision for any other Lender or group of Lenders in accordance with instructions given to it by that Lender or group of Lenders)Agreement.
(b) The Security Agent shall Customer will be entitled responsible for ensuring that (i) only Authorized Persons issue Instructions to request instructionsBNY Mellon and (ii) all Authorized Persons safeguard and treat with extreme care any user and authorization codes, or clarification passwords and authentication keys used in connection with the issuance of any instruction, from the Majority Lenders (or the Facility Agent on their behalf) (or, if this Agreement stipulates the matter is a decision for any other Lender or group of Lenders, from that Lender or group of Lenders) as to whether, and in what manner, it should exercise or refrain from exercising any right, power, authority or discretion and the Security Agent may refrain from acting unless and until it receives those instructions or that clarificationInstructions.
(c) Save in the case of decisions stipulated Where Customer may or is required to be a matter for any other Lender or group of Lenders under this Agreement and unless a contrary intention appears in this Agreementissue Instructions, any instructions given to the Security Agent by the Majority Lenders shall override any conflicting instructions given by any other Parties and such Instructions will be binding on all Secured Partiesissued by an Authorized Person.
(d) Paragraph (a) above shall not apply:
(i) where a contrary indication appears in this Agreement;
(ii) where this Agreement requires the Security Agent BNY Mellon will be entitled to deal with any Authorized Person until notified otherwise pursuant to Instructions, and will be entitled to act in a specified manner or to take a specified action; or
(iii) in respect of and rely upon 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, clauses 31.7 (No duty to account) to clause 31.12 (Exclusion of liability), clause 31.15 (Confidentiality) to clause 31.21 (Custodians and nominees) and clause 31.24 (Acceptance of title) to clause 31.28 (Disapplication of Trustee Acts)Instruction received by BNY Mellon.
(e) The Security Agent All Instructions must include all information necessary, and must be delivered using such methods and in such format as BNY Mellon may refrain from acting reasonably require and be received within BNY Mellon’s established cut-off times and otherwise in accordance with any instructions of any Lender or group of Lenders until it has received any indemnification and/or security that it may in its discretion require (which may be greater in extent than that contained in the Finance Documents and which may include payment in advance) for any costsufficient time, loss or liability (together with any associated VAT) which it may incur in complying with those instructionsto enable BNY Mellon to act upon such Instructions.
(f) Without prejudice BNY Mellon may in its sole discretion decline to the provisions act upon any Instructions that do not comply with requirements set forth in Section 3.2(e) or that conflict with applicable law or regulations or BNY Mellon’s operating policies and practices, in which event BNY Mellon will promptly notify Customer unless prevented from doing so by applicable law.
(g) Customer acknowledges that while it is not part of the remainder BNY Mellon’s normal practices and procedures to accept Oral Instructions, BNY Mellon may in certain limited circumstances accept Oral Instructions. In such event, such Oral Instructions will be deemed to be Instructions for purposes of this clause 31.4Agreement. An Authorized Person issuing such an Oral Instruction will promptly confirm such Oral Instruction to BNY Mellon in writing. Notwithstanding the foregoing, Customer agrees that the fact that such written confirmation is not received by BNY Mellon, or that such written confirmation contradicts the Oral Instruction, will in no way affect (i) BNY Mellon’s reliance on such Oral Instruction or (ii) the absence validity or enforceability of instructions, the Security Agent may act (or refrain from acting) as it considers in its discretion to be appropriatetransactions authorized by such Oral Instruction and effected by BNY Mellon.
Appears in 2 contracts
Sources: Custody Agreement (CION Grosvenor Infrastructure Master Fund, LLC), Custody Agreement (CION Grosvenor Infrastructure Fund)
Instructions. (a) The Each of the Facility Agent and the Security Agent shall:
(i) subject to paragraphs (d) and (e) below 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 by:
(A) all Lenders if the relevant Finance Document stipulates the matter is an all Lender decision; and
(B) in all other cases, the Majority Lenders (or the Facility Agent on their behalf);Lenders; and
(ii) not be liable for any act (or omission) if it acts (or refrains from acting) in accordance with sub-paragraph (i) above (or if this Agreement stipulates the matter is a decision for any other Lender or group of Lenders in accordance with instructions given to it by that Lender or group of Lenders)above.
(b) The Each of Facility Agent and the Security Agent shall be entitled to request instructions, or clarification of any instruction, from the Majority Lenders (or the Facility Agent on their behalf) (or, if this Agreement the relevant Finance Document stipulates the matter is a decision for any other Lender or group of Lenders, from that Lender or group of Lenders) as to whether, and in what manner, it should exercise or refrain from exercising any right, power, authority or discretion and the Facility Agent and the Security Agent may refrain from acting unless and until it receives those any such instructions or clarification that clarificationit has requested.
(c) Save in the case of decisions stipulated to be a matter for any other Lender or group of Lenders under this Agreement the relevant Finance Document and unless a contrary intention indication appears in this Agreementa Finance Document, any instructions given to the Facility Agent or the Security Agent by the Majority Lenders shall override any conflicting instructions given by any other Parties and will be binding on all Secured Finance Parties.
(d) Paragraph (a) above shall not apply:
(i) where a Notwithstanding anything to the 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 Finance Document, the Security Agent's own position in its personal capacity as opposed to its role of Security Facility Agent for and the Secured Parties including, without limitation, clauses 31.7 (No duty to account) to clause 31.12 (Exclusion of liability), clause 31.15 (Confidentiality) to clause 31.21 (Custodians and nominees) and clause 31.24 (Acceptance of title) to clause 31.28 (Disapplication of Trustee Acts).
(e) The Security Agent may refrain from acting in accordance with any instructions of any Lender or group of Lenders until it has received any indemnification and/or security that it may in its discretion require (which may be greater in extent than that contained in the Finance Documents and which may include payment in advance) for any cost, loss or liability (together with any associated VAT) which it may incur in complying with those instructions.
(fe) Without prejudice to the provisions of the remainder of this clause 31.4, in In the absence of instructions, the Facility Agent and the Security Agent may act (or refrain from acting) as it considers in its discretion to be appropriatein the best interest of the Lenders.
(f) Neither the Facility Agent nor the Security Agent is authorised to act on behalf of a Secured Party (without first obtaining that Secured Party’s consent) in any legal or arbitration proceedings relating to any Transaction Document. This Paragraph (f) shall not apply to any legal or arbitration proceeding relating to the perfection, preservation or protection of rights under the Transaction Security Documents or enforcement of the Transaction Security or Transaction Security Documents.
Appears in 2 contracts
Sources: Facility Agreement (GDS Holdings LTD), Facility Agreement (GDS Holdings LTD)
Instructions. (a) The Security Agent shall:
(i) subject to paragraphs (d) and (e) below 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 by:
(A) all Lenders if the relevant Finance Document stipulates the matter is an all Lender decision; and
(B) in all other cases, the Majority Lenders (or the Facility Agent on their behalf);Lenders; and
(ii) not be liable for any act (or omission) if it acts (or refrains from acting) in accordance with paragraph (i) above (or if this Agreement stipulates the matter is a decision for any other Lender or group of Lenders in accordance with instructions given to it by that Lender or group of Lenders)above.
(b) 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:
(A) all Lenders if the relevant Finance Document stipulates the matter is an all Lender decision; and
(B) in all other cases, the Majority Lenders; and
(ii) not be liable for any act (or omission) if it acts (or refrains from acting) in accordance with paragraph (i) above.
(c) The Agent and Security Agent shall be entitled to request instructions, or clarification of any instruction, from the Majority Lenders (or the Facility Agent on their behalf) (or, if this Agreement the relevant Finance Document stipulates the matter is a decision for any other Lender or group of Lenders, from that Lender or group of Lenders) as to whether, and in what manner, it should exercise or refrain from exercising any right, power, authority or discretion discretion. Each of the Agent and the Security Agent may refrain from acting unless and until it receives those any such instructions or clarification that clarificationit has requested.
(cd) Save in the case of decisions stipulated to be a matter for any other Lender or group of Lenders under this Agreement the relevant Finance Document and unless a contrary intention indication appears in this Agreementa Finance Document, any instructions given to the Agent or the Security Agent by the Majority Lenders shall override any conflicting instructions given by any other Parties and will be binding on all Secured Finance 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; 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, clauses 31.7 (No duty to account) to clause 31.12 (Exclusion of liability), clause 31.15 (Confidentiality) to clause 31.21 (Custodians and nominees) and clause 31.24 (Acceptance of title) to clause 31.28 (Disapplication of Trustee Acts).
(e) The Each of the Agent and Security Agent may refrain from acting in accordance with any instructions of any Lender or group of Lenders until it has received any indemnification and/or security that it may in its discretion require (which may be greater in extent than that contained in the Finance Documents and which may include payment in advance) for any cost, loss or liability (together with any associated VAT) which it may incur in complying with those instructions.
(f) Without prejudice to the provisions of the remainder of this clause 31.4, in In the absence of instructions, each of the Agent and Security Agent may act (or refrain from acting) as it considers in its discretion to be appropriatein the best interest of the Lenders.
(g) Neither the Agent nor the Security Agent is authorised to act on behalf of a Lender (without first obtaining that ▇▇▇▇▇▇’s consent) in any legal or arbitration proceedings relating to any Finance Document.
Appears in 2 contracts
Sources: Bridge Facilities Agreement (Compagnie Maritime Belge NV), Bridge Facilities Agreement (Compagnie Maritime Belge NV)
Instructions. (a) The Security Agent shall:
(i) subject to paragraphs (d) and (e) below 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 by:
(A) all Lenders (or the Facility Agent on their behalf) if the relevant Finance Document stipulates the matter is an all Lender decision; and
(B) in all other cases, the Majority Lenders (or the Facility Agent on their behalf);; and
(ii) not be liable for any act (or omission) if it acts (or refrains from acting) in accordance with sub-paragraph (i) above (or if this Agreement stipulates the matter is a decision for any other Lender Finance Party or group of Lenders Finance Parties, in accordance with instructions given to it by that Lender Finance Party or group of LendersFinance Parties).
(b) The Security Agent shall be entitled to request instructions, or clarification of any instruction, from the Majority Lenders (or the Facility Agent on their behalf) (or, if this Agreement the relevant Finance Document stipulates the matter is a decision for any other Lender Finance Party or group of LendersFinance Parties, from that Lender Finance Party or group of LendersFinance Parties) 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 any such instructions or clarification that clarificationit has requested.
(c) Save in the case of decisions stipulated to be a matter for any other Lender Finance Party or group of Lenders Finance Parties under this Agreement the relevant Finance Document and unless a contrary intention indication appears in this Agreementa Finance Document, any instructions given to the Security Agent by the Majority Lenders shall override any conflicting instructions given by any other Parties and will be binding on all Secured Finance Parties.
(d) Paragraph (a) above shall not apply:
(i) where a contrary indication appears in this Agreementa Finance Document;
(ii) where this Agreement a Finance Document 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 relevant Secured Parties including, without limitation, clauses 31.7 (No duty to account) to clause 31.12 (Exclusion of liability), clause 31.15 (Confidentiality) to clause 31.21 (Custodians and nominees) and clause 31.24 (Acceptance of title) to clause 31.28 (Disapplication of Trustee Acts)Parties.
(eiv) The in respect of the exercise of the Security Agent may refrain from acting in accordance with Agent's discretion to exercise a right, power or authority under any instructions of any Lender or group of Lenders until it has received any indemnification and/or security that it may in its discretion require (which may be greater in extent than that contained in the Finance Documents and which may include payment in advance) for any cost, loss or liability (together with any associated VAT) which it may incur in complying with those instructions.of:
(fA) Without prejudice to the provisions Clause 32.28 (Application of the remainder of this clause 31.4, in the absence of instructions, the Security Agent may act receipts);
(or refrain from actingB) as it considers in its discretion to be appropriateClause 32.29 (Permitted Deductions); and
(C) Clause 32.30 (Prospective liabilities).
Appears in 2 contracts
Sources: Facility Agreement (Okeanis Eco Tankers Corp.), Facility Agreement (Okeanis Eco Tankers Corp.)
Instructions. (a) The Security Agent shall:
(i) subject to paragraphs (d) and (e) below 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 by:
(A) all Lenders if the relevant Finance Document stipulates the matter is an all Lender decision; and
(B) in all other cases, the Majority Lenders (or the Facility Agent on their behalf);Lenders; and
(ii) not be liable for any act (or omission) if it acts (or refrains from acting) in accordance with paragraph (i) above (or if this Agreement stipulates the matter is a decision for any other Lender or group of Lenders in accordance with instructions given to it by that Lender or group of Lenders)above.
(b) The Security Agent shall be entitled to request instructions, or clarification of any instruction, from the Majority Lenders (or the Facility Agent on their behalf) (or, if this Agreement the relevant Finance Document stipulates the matter is a decision for any other Lender or group of Lenders, from that Lender or group of Lenders) as to whether, and in what manner, it should exercise or refrain from exercising any right, power, authority or discretion and the Security Agent may refrain from acting unless and until it receives those instructions or that clarification.
(c) Save in the case of decisions stipulated to be a matter for any other Lender or group of Lenders under this Agreement the relevant Finance Document and unless a contrary intention indication appears in this Agreementa Finance Document, any instructions given to the Security Agent by the Majority Lenders shall override any conflicting instructions given by any other Parties and will be binding on all Secured PartiesFinance Parties save for the Security Agent.
(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; 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, clauses 31.7 (No duty to account) to clause 31.12 (Exclusion of liability), clause 31.15 (Confidentiality) to clause 31.21 (Custodians and nominees) and clause 31.24 (Acceptance of title) to clause 31.28 (Disapplication of Trustee Acts).
(e) The Security Agent may refrain from acting in accordance with any instructions of any Lender or group of Lenders until it has received any indemnification and/or security that it may in its discretion require (which may be greater in extent than that contained in the Finance Documents and which may include payment in advance) for any cost, loss or liability (together with any associated VAT) which it may incur in complying with those instructions.
(fe) Without prejudice to the provisions of the remainder of this clause 31.4, in In the absence of instructions, the Security Agent may act (or refrain from acting) as it considers in its discretion to be appropriatein the best interest of the Lenders.
(f) The Agent is not authorised to act on behalf of a Lender (without first obtaining that Lender’s consent) in any legal or arbitration proceeding relating to any Finance Document. This paragraph (f) shall not apply to any legal or arbitration proceedings relating to the perfection, preservation or protection of rights under the Transaction Security Documents or enforcement of the Transaction Security or Transaction Security Documents.
Appears in 2 contracts
Sources: Facility Agreement (Baring Asia Private Equity Fund v Co-Investment L.P.), Facility Agreement (Giant Interactive Group Inc.)
Instructions. (a) The Security Agent shall:
(i) subject to paragraphs (d) and (e) below exercise below, exercise, or refrain (in accordance with the following instructions) from exercising any right, power, authority or discretion vested in it as Security Agent in accordance with any instructions given to it by by:
(A) (insofar as it relates to any Class A Transaction Security) the Majority Lenders Security Instructing Creditors in respect of Class A Transaction Security;
(or B) (insofar as it relates to any Class B Transaction Security) the Facility Agent on their behalf);Security Instructing Creditors in respect of Class B Transaction Security; or
(C) (in any other case) the Instructing Creditors; and
(ii) not be liable for any act (or omission) if it acts (or refrains from acting) in accordance with paragraph (i) above (or if this Agreement stipulates the matter is a decision for any other Lender or group of Lenders refrains in accordance with instructions given to it by that Lender or group of Lenders).
paragraph (bi) The Security Agent shall be entitled to request instructions, or clarification of any instruction, above from the Majority Lenders (or the Facility Agent on their behalf) acting (or, if this Agreement stipulates the matter is a decision for any other Lender Creditor (as defined in the Intercreditor Agreement) or group of LendersCreditors, from if it acts in accordance with instructions given to it by that Lender Creditor or group of LendersCreditors (as applicable) or refrains in accordance with the instructions of that Creditor or group of Creditors (as to whether, and in what manner, it should exercise or refrain applicable) 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 clarificationacting).
(c) Save in the case of decisions stipulated to be a matter for any other Lender Creditor or any other group of Lenders Creditors under this Agreement and unless a contrary intention appears in this Agreement, any instructions given to the Security Agent by by:
(i) (insofar as they relate to any Class A Transaction Security) the Majority Lenders Security Instructing Creditors in respect of Class A Transaction Security;
(ii) (insofar as they relate to any Class B Transaction Security) the Security Instructing Creditors in respect of Class B Transaction Security; or
(iii) (in any other case) the Instructing Creditors, shall override any conflicting instructions given by any other Parties and will be binding on all Secured Parties.
(d) Paragraph (a)
(i) 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, clauses 31.7 Clauses 12.5 (No duty to account) to clause 31.12 12.10 (Exclusion of liability), clause 31.15 Clauses 12.13 (Confidentiality) to clause 31.21 12.19 (Custodians and nominees) and clause 31.24 Clauses 12.22 (Acceptance of title) to clause 31.28 12.25 (Disapplication Disapplication); or
(iv) in respect of Trustee Actsthe exercise of the Security Agent's discretion to exercise a right, power or authority under any of:
(A) Clause 8 (Non-distressed Disposals);
(B) Clause 11.1 (Order of application);
(C) Clause 11.2 (Prospective liabilities); and
(D) Clause 11.5 (Permitted Deductions).
(e) The If giving effect to instructions given by the applicable Security Instructing Creditors in respect of any Transaction Security or the Instructing Creditors (or any Creditors or group of Creditors or any Agent) would (in the Security Agent's opinion) have an effect equivalent to an Intercreditor Amendment (as defined in the Intercreditor Agreement), the Security Agent may refrain from acting shall not act in accordance with any 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 any Lender or group of Lenders until it has received any indemnification and/or security that it may in its discretion require (which may be greater in extent than that contained in the Finance Documents and which may include payment in advance) for any cost, loss or liability (together with any associated VAT) which it may incur in complying with those instructionsIntercreditor Amendment.
(f) Without prejudice In exercising any discretion to exercise a right, power or authority under the Debt Documents (as defined in the Intercreditor Agreement) where either:
(i) it has not received any instructions from the requisite Creditors as to the provisions exercise of that discretion; or
(ii) the remainder exercise of this clause 31.4, in the absence of instructionsthat discretion is subject to paragraph (d)(iv) above, the Security Agent may act (or refrain from acting) as it considers in its discretion shall do so having regard to be appropriatethe interests of all the Secured Parties."
Appears in 2 contracts
Sources: Facility Agreement, Facility Agreement
Instructions. (a) The Security Agent Each of the Agent, the Technical Bank and the Modelling Bank shall:
(i) subject to paragraphs (d) and (e) below 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 by:
(A) all Lenders if the relevant Finance Document stipulates the matter is an all Lender decision; and
(B) in all other cases, the Majority Lenders (or the Facility Agent on their behalf);Lenders; and
(ii) not be liable for any act (or omission) if it acts (or refrains from acting) in accordance with paragraph (i) above (or if this Agreement stipulates the matter is a decision for any other Lender or group of Lenders in accordance with instructions given to it by that Lender or group of Lenders)above.
(b) The Security Agent Each of the Agent, the Technical Bank and the Modelling Bank shall be entitled to request instructions, or clarification of any instruction, from the Majority Lenders (or the Facility Agent on their behalf) (or, if this Agreement the relevant Finance Document stipulates the matter is a decision for any other Lender or group of Lenders, from that Lender or group of Lenders) as to whether, and in what manner, it should exercise or refrain from exercising any right, power, authority or discretion and the Security Agent it may refrain from acting unless and until it receives those any such instructions or clarification that clarificationit has requested.
(c) Save in the case of decisions stipulated to be a matter for any other Lender or group of Lenders under this Agreement the relevant Finance Document and unless a contrary intention indication appears in this Agreementa Finance Document, any instructions given to the Security Agent Agent, the Technical Bank or the Modelling Bank by the Majority Lenders shall override any conflicting instructions given by any other Parties and will be binding on all Secured PartiesFinance Parties save for the Security Agents.
(d) Paragraph (a) above shall not apply:
(i) where a contrary indication appears in this Agreement;
(ii) where this Agreement requires Each of the Security Agent to act in a specified manner or to take a specified action; or
(iii) in respect of any provision which protects Agent, the Security Agent's own position in its personal capacity as opposed to its role of Security Agent for Technical Bank and the Secured Parties including, without limitation, clauses 31.7 (No duty to account) to clause 31.12 (Exclusion of liability), clause 31.15 (Confidentiality) to clause 31.21 (Custodians and nominees) and clause 31.24 (Acceptance of title) to clause 31.28 (Disapplication of Trustee Acts).
(e) The Security Agent Modelling Bank may refrain from acting in accordance with any instructions of any Lender or group of Lenders until it has received any indemnification and/or security that it may in its discretion require (which may be greater in extent than that contained in the Finance Documents and which may include payment in advance) for any cost, loss or liability (together with any associated VAT) which it may incur in complying with those instructions.
(fe) Without prejudice to the provisions of the remainder of this clause 31.4, in In the absence of instructions, each of the Security Agent Agent, the Technical Bank and the Modelling Bank may act (or refrain from acting) as it considers in its discretion to be appropriatein the best interest of the Lenders.
(f) None of the Agent, the Technical Bank and the Modelling Bank are authorised to act on behalf of a Lender (without first obtaining that ▇▇▇▇▇▇’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 Transaction Security Documents or enforcement of the Transaction Security or Transaction Security Documents.
Appears in 2 contracts
Sources: Borrowing Base Facility Agreement (Vaalco Energy Inc /De/), Borrowing Base Facility Agreement (Vaalco Energy Inc /De/)
Instructions. (a) The Security Agent shall:
(i) subject to paragraphs (d) and (e) below 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 by:
(A) all Lenders if the relevant Finance Document stipulates the matter is an all Lender decision; and
(B) in all other cases, the Majority Lenders (or the Facility Agent on their behalf);Lenders; and
(ii) not be liable for any act (or omission) if it acts (or refrains from acting) in accordance with paragraph (i) above (or if this Agreement stipulates the matter is a decision for any other Lender or group of Lenders in accordance with instructions given to it by that Lender or group of Lenders)above.
(b) The Security Agent shall be entitled to request instructions, or clarification of any instruction, from the Majority Lenders (or the Facility Agent on their behalf) (or, if this Agreement the relevant Finance Document stipulates the matter is a decision for any other Lender or group of Lenders, from that Lender or group of Lenders) as to whether, and in what manner, it should exercise or refrain from exercising any right, power, authority or discretion and the Security discretion. The Agent may refrain from acting unless and until it receives those any such instructions or clarification that clarificationit has requested.
(c) Save in the case of decisions stipulated to be a matter for any other Lender or group of Lenders under this Agreement the relevant Finance Document and unless a contrary intention indication appears in this Agreementa Finance Document, any instructions given to the Security Agent by the Majority Lenders shall override any conflicting instructions given by any other Parties and will be binding on all Secured Finance 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; 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, clauses 31.7 (No duty to account) to clause 31.12 (Exclusion of liability), clause 31.15 (Confidentiality) to clause 31.21 (Custodians and nominees) and clause 31.24 (Acceptance of title) to clause 31.28 (Disapplication of Trustee Acts).
(e) The Security Agent may refrain from acting in accordance with any instructions of any Lender or group of Lenders until it has received any indemnification and/or security that it may in its discretion require (which may be greater in extent than that contained in the Finance Documents and which may include payment in advance) for any cost, loss or liability (together with any associated VAT) which it may incur in complying with those instructions.
(fe) Without prejudice to the provisions of the remainder of this clause 31.4, in In the absence of instructions, the Security Agent may act (or refrain from acting) as it considers in its discretion to be appropriatein the best interest of the Lenders.
(f) The 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.
Appears in 2 contracts
Sources: Term Facility Agreement (Enstar Group LTD), Revolving Credit Facility Agreement (Enstar Group LTD)
Instructions. (a) The Security Agent shall:
(i) subject to paragraphs (d) and (e) below 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 by:
(A) all Lenders if the relevant Finance Document stipulates the matter is an all Lender decision; and
(B) in all other cases, the Majority Lenders (or the Facility Agent on their behalf);Lenders; and
(ii) not be liable for any act (or omission) if it acts (or refrains from acting) in accordance with paragraph (i) above (or if this Agreement stipulates the matter is a decision for any other Lender or group of Lenders in accordance with instructions given to it by that Lender or group of Lenders)above.
(b) The Security Agent shall be entitled to request instructions, or clarification of any instruction, from the Majority Lenders (or the Facility Agent on their behalf) (or, if this Agreement the relevant Finance Document stipulates the matter is a decision for any other Lender or group of Lenders, from that Lender or group of Lenders) as to whether, and in what manner, it should exercise or refrain from exercising any right, power, authority or discretion and discretion. If the Security relevant Finance Document stipulates the matter is a decision for the Majority Lenders or a Lender or group of Lenders, the Agent may refrain from acting unless and until it receives those any such instructions or clarification that clarificationit has requested.
(c) Save in the case of decisions stipulated to be a matter for any other Lender or group of Lenders under this Agreement the relevant Finance Document and unless a contrary intention indication appears in this Agreementa Finance Document, any instructions given to the Security Agent by the Majority Lenders shall override any conflicting instructions given by any other Parties and will be binding on all Secured Finance 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; 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, clauses 31.7 (No duty to account) to clause 31.12 (Exclusion of liability), clause 31.15 (Confidentiality) to clause 31.21 (Custodians and nominees) and clause 31.24 (Acceptance of title) to clause 31.28 (Disapplication of Trustee Acts).
(e) The Security Agent may refrain from acting in accordance with any instructions of any Lender or group of Lenders until it has received any indemnification and/or security that it may in its discretion require (which may be greater in extent than that contained in the Finance Documents and which may include payment in advance) for any cost, loss or liability (together with any associated VAT) which it may incur in complying with those instructions.
(fe) Without prejudice to the provisions of the remainder of this clause 31.4, in In the absence of instructions, the Security Agent may act (or refrain from acting) as it considers in its discretion to be appropriatein the best interest of the Lenders.
(f) The Agent is not authorised to act on behalf of a Lender (without first obtaining that L▇▇▇▇▇'s consent) in any legal or arbitration proceedings relating to any Finance Document.
Appears in 2 contracts
Sources: Revolving Credit Facility Agreement (Magnum Ice Cream Co B.V.), Revolving Credit Facility Agreement (Magnum Ice Cream Co B.V.)
Instructions. (a) The Security Each Agent shall:
(i) subject to paragraphs (d) and (e) below 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 that Agent in accordance with any instructions given to it by by:
(A) all Lenders if the relevant Finance Document stipulates the matter is an all-Lender decision; and
(B) in all other cases, the Majority Lenders (or the Facility Agent on their behalf);Lenders; and
(ii) not be liable for any act (or omission) if it acts (or refrains from acting) in accordance with paragraph (i) above (or if this Agreement stipulates the matter is a decision for any other Lender or group of Lenders in accordance with instructions given to it by that Lender or group of Lenders)above.
(b) The Security Each Agent shall be entitled to request instructions, or clarification of any instruction, from the Majority Lenders (or the Facility Agent on their behalf) (or, if this Agreement the relevant Finance Document stipulates the matter is a decision for any other Lender or group of Lenders, from that Lender or group of Lenders) as to whether, and in what manner, it should exercise or refrain from exercising any right, power, authority or discretion and the Security discretion. Each Agent may refrain from acting unless and until it receives those any such instructions or clarification that clarificationit has requested.
(c) Save in the case of decisions stipulated to be a matter for any other Lender or group of Lenders under this Agreement the relevant Finance Document and unless a contrary intention indication appears in this Agreementa Finance Document, any instructions given to the Security an Agent by the Majority Lenders shall override any conflicting instructions given by any other Parties and will be binding on all Secured Finance 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; 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, clauses 31.7 (No duty to account) to clause 31.12 (Exclusion of liability), clause 31.15 (Confidentiality) to clause 31.21 (Custodians and nominees) and clause 31.24 (Acceptance of title) to clause 31.28 (Disapplication of Trustee Acts).
(e) The Security Each Agent may refrain from acting in accordance with any instructions of any Lender or group of Lenders until it has received any indemnification and/or security that it may in its discretion require (which may be greater in extent than that contained in the Finance Documents and which may include payment in advance) for any cost, loss or liability (together with any associated VAT) which it may incur in complying with those instructions.
(fe) Without prejudice to the provisions of the remainder of this clause 31.4, in In the absence of instructions, the Security each Agent may act (or refrain from acting) as it considers in its discretion to be appropriatein the best interest of the Lenders.
(f) No Agent is 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.
Appears in 2 contracts
Sources: Senior Facility Agreement (Wanda Sports Group Co LTD), Senior Facility Agreement (Wanda Sports Group Co LTD)
Instructions. (a) The Security Agent shall:
(i) subject to paragraphs paragraph (de) and (ef) below below, exercise or refrain from exercising any right, power, authority or discretion vested in it as Security Agent in accordance with any written instructions given to it by the Majority Lenders (or the Facility Agent on their behalf);Agent; and
(ii) not be liable for any act (or omission) if it acts (or refrains from acting) in accordance with paragraph (i) above (or if this Agreement the relevant Finance Document stipulates the matter is a decision for any other Lender or group of Lenders in accordance with instructions given to it by that Lender or group of Lenders).
(b) 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.
(c) The Security Agent shall be entitled to request instructions, or clarification of any instruction, from the Majority Lenders (or the Facility Agent on their behalf) (or, if this Agreement the relevant Finance Document stipulates the matter is a decision for any other Lender or group of Lenders, from that Lender or group of Lenders) as to whether, and in what manner, it should exercise or refrain from exercising any right, power, authority or discretion and the Security Agent may refrain from acting unless and until it receives those any such written instructions or clarification that clarificationit has requested.
(cd) Save in the case of decisions stipulated to be a matter for any other Lender or group of Lenders under this Agreement the relevant Finance Document and unless a contrary intention appears in this Agreementthe relevant Finance Document, any instructions given to the Security Agent by the Majority Lenders Agent shall override any conflicting instructions given by any other Parties and will be binding on all Secured Parties.
(de) Paragraph (a) above shall not apply:
(i) where a contrary indication appears in this Agreement;
(ii) where this Agreement a Finance Document 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 ’s own position in its personal capacity as opposed to its role of Security Agent for the Secured Parties including, without limitation, clauses 31.7 Clauses 29.5 (No duty to accountFiduciary Duty) to clause 31.12 Clause 29.10 (Exclusion of liability), clause 31.15 Clause 29.14 (Confidentiality) to clause 31.21 Clause 29.16 (Credit Appraisal by the Finance Parties), Clause 29.19 (Reliance and Engagement Letters) to Clause 30.21 (Custodians and nomineesNominees) and clause 31.24 Clause 30.24 (Acceptance of titleTitle) to clause 31.28 Clause 30.28 (Disapplication of Trustee Acts); or
(iv) in respect of the exercise of the Security Agent’s discretion to exercise a right, power or authority under any of:
(A) Clause 31.1 (Order of Application); and
(B) Clause 31.4 (Permitted Deductions).
(ef) If giving effect to instructions given by the Agent on behalf of the Majority Lenders would (in the Security Agent’s opinion) have an effect equivalent to an amendment or waiver which is subject to Clause 42.2 (All Lender Matters), 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.
(g) In exercising any discretion to exercise a right, power or authority under the Finance Documents where either:
(i) it has not received any written instructions as to the exercise of that discretion; or
(ii) the exercise of that discretion is subject to paragraph 30.2(e)(iv) above, the Security Agent shall do so having regard to the interests of all the Secured Parties.
(h) The Security Agent may refrain from acting in accordance with any instructions of any Lender or group of Lenders until it has received any indemnification and/or security that it may in its discretion require (which may be greater in extent than that contained in the Finance Documents and which may include payment in advance) for any cost, loss or liability (together with any associated applicable VAT) which it may incur in complying with those instructions.
(fi) Without prejudice to the provisions of and the remainder of this clause 31.4Clause 30, in the absence of instructions, the Security Agent may act (or refrain from acting) as it considers in its discretion to be appropriate.
Appears in 2 contracts
Sources: Borrowing Base Facility Agreement (Vaalco Energy Inc /De/), Borrowing Base Facility Agreement (Vaalco Energy Inc /De/)
Instructions. (a) The Security Agent shall:
(i) subject to paragraphs (d) and (e) below exercise or refrain from exercising any right, power, authority or discretion (including, without limitation, make any designation, determination, specification or demand, approve an evidence or the form of a document, serve a notice, grant an approval or a consent or refrain from taking any such action), vested in it as Security Agent upon receipt of and in accordance with any instructions given to it by by:
(A) all Lenders (or the Facility Agent on their behalf) if the relevant Finance Document stipulates the matter is an all Lender decision; and
(B) in all other cases, the Majority Lenders (or the Facility Agent on their behalf);; and
(ii) not be liable for any act (or omission) if it acts (or refrains from acting) (A) in accordance with sub-paragraph (i(i) above (or if this Agreement stipulates the matter is a decision for any other Lender Finance Party or group of Lenders Finance Parties, in accordance with instructions given to it by that Lender Finance Party or group of Lenders)Finance Parties) or (B) in its capacity as Security Agent under the Transaction Documents.
(b) The Security Agent shall be entitled to request instructions, or clarification of any instruction, from the Majority Lenders (or the Facility Agent on their behalf) (or, if this Agreement the relevant Finance Document stipulates the matter is a decision for any other Lender Finance Party or group of LendersFinance Parties, from that Lender Finance Party or group of LendersFinance Parties) 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 any such instructions or clarification that clarificationit has requested.
(c) Save in the case of decisions stipulated to be a matter for any other Lender Finance Party or group of Lenders Finance Parties under this Agreement the relevant Finance Document and unless a contrary intention indication appears in this Agreementa Finance Document, any instructions given to the Security Agent by the Facility Agent (acting on the instructions of the Majority Lenders Lenders) shall override any conflicting instructions given by any other Parties and will be binding on all Secured Finance Parties.
(d) Paragraph Without prejudice to paragraph (a)(ii) above, paragraph (aa)(i) 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 relevant Secured Parties includingParties.
(ii) in respect of the exercise of the Security Agent's discretion to exercise a right, without limitation, clauses 31.7 power or authority under any of:
(No duty to accountA) to clause 31.12 Clause 30.28 (Exclusion Application of liabilityreceipts), clause 31.15 ;
(ConfidentialityB) to clause 31.21 Clause 30.29 (Custodians and nomineesPermitted Deductions); and
(C) and clause 31.24 Clause 30.30 (Acceptance of title) to clause 31.28 (Disapplication of Trustee ActsProspective liabilities).
(e) 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 42 (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 amendment or waiver.
(f) In exercising any discretion to exercise a right, power or authority under the Finance Documents where either:
(i) it has not received any instructions as to the exercise of that discretion; or
(ii) the exercise of that discretion is subject to sub-paragraph (ii) of paragraph (d) above, the Security Agent shall do so having regard to the interests of all the Secured Parties.
(g) The Security Agent may refrain from acting in accordance with any instructions of any Lender Finance Party or group of Lenders Finance Parties until it has received any indemnification and/or security that it may in its discretion require (which may be greater in extent than that contained in the Finance Documents and which may include payment in advance) for any cost, loss or liability (together with any associated applicable VAT) which it may incur in complying with those instructions.
(fh) Without prejudice to the provisions of the remainder of this clause 31.4Clause 30.4 (Instructions), in the absence of instructions, the Security Agent may act (or refrain from actingbut shall not be obliged to) take such action in the exercise of its powers and duties under the Finance Documents as it considers in its discretion to be appropriate.
(i) The Security Agent is not authorised to act on behalf of a Finance Party (without first obtaining that Finance Party's consent) in any legal or arbitration proceedings relating to any Finance Document. This paragraph (h) 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 Transaction Security or Security Documents.
Appears in 2 contracts
Sources: Facility Agreement (United Maritime Corp), Term Loan Facility (Seanergy Maritime Holdings Corp.)
Instructions. (a) The Security Agent shall:
(i) subject to paragraphs (d) and (e) below 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 by:
(A) all Lenders (or the Facility Agent on their behalf) if the relevant Finance Document stipulates the matter is an all Lender decision; and
(B) in all other cases, the Majority Lenders (or the Facility Agent on their behalf);; and
(ii) not be liable for any act (or omission) if it acts (or refrains from acting) in accordance with sub-paragraph (i) above (or if this Agreement stipulates the matter is a decision for any other Lender Finance Party or group of Lenders Finance Parties, in accordance with instructions given to it by that Lender Finance Party or group of LendersFinance Parties).
(b) The Security Agent shall be entitled to request instructions, or clarification of any instruction, from the Majority Lenders (or the Facility Agent on their behalf) (or, if this Agreement the relevant Finance Document stipulates the matter is a decision for any other Lender Finance Party or group of LendersFinance Parties, from that Lender Finance Party or group of LendersFinance Parties) 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 any such instructions or clarification that clarificationit has requested.
(c) Save in the case of decisions stipulated to be a matter for any other Lender Finance Party or group of Lenders Finance Parties under this Agreement the relevant Finance Document and unless a contrary intention indication appears in this Agreementa Finance Document, any instructions given to the Security Agent by the Majority Lenders shall override any conflicting instructions given by any other Parties and will be binding on all Secured Finance Parties.
(d) Paragraph (a) above shall not apply:
(i) where a contrary indication appears in this Agreementa Finance Document;
(ii) where this Agreement a Finance Document 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 ’s own position in its personal capacity as opposed to its role of Security Agent for the relevant Secured Parties includingParties.
(iv) in respect of the exercise of the Security Agent’s discretion to exercise a right, without limitation, clauses 31.7 power or authority under any of:
(No duty to accountA) to clause 31.12 Clause 30.28 (Exclusion Application of liabilityreceipts), clause 31.15 ;
(ConfidentialityB) to clause 31.21 Clause 30.29 (Custodians and nomineesPermitted Deductions); and
(C) and clause 31.24 Clause 30.30 (Acceptance of title) to clause 31.28 (Disapplication of Trustee ActsProspective liabilities).
(e) 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 43 (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 amendment or waiver.
(f) In exercising any discretion to exercise a right, power or authority under the Finance Documents where either:
(i) it has not received any instructions as to the exercise of that discretion; or
(ii) the exercise of that discretion is subject to sub-paragraph (iv) of paragraph (d) above, the Security Agent shall do so having regard to the interests of all the Secured Parties.
(g) The Security Agent may refrain from acting in accordance with any instructions of any Lender Finance Party or group of Lenders Finance Parties until it has received any indemnification and/or security that it may in its discretion require (which may be greater in extent than that contained in the Finance Documents and which may include payment in advance) for any cost, loss or liability (together with any associated applicable VAT) which it may incur in complying with those instructions.
(fh) Without prejudice to the provisions of the remainder of this clause 31.4Clause 30.4 (Instructions), in the absence of instructions, the Security Agent may act (or refrain from actingbut shall not be obliged to) take such action in the exercise of its powers and duties under the Finance Documents as it considers in its discretion to be appropriate.
(i) The Security Agent is not authorised to act on behalf of a Finance Party (without first obtaining that Finance Party’s consent) in any legal or arbitration proceedings relating to any Finance Document. This paragraph (i) 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 Transaction Security or Security Documents.
Appears in 2 contracts
Sources: Facility Agreement (Navios Maritime Partners L.P.), Term Loan Facility (Navios Maritime Partners L.P.)
Instructions. (a) The Security Agent shall:
(i) subject to paragraphs (d) and (e) below 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 by:
(A) all Lenders if the relevant Finance Document stipulates the matter is an all Lender decision; and
(B) in all other cases, the Majority Lenders (or if the Facility Agent on their behalf);relevant Finance Document stipulates the matter is a Majority Lender decision; and
(ii) not be liable for any act (or omission) if it acts (or refrains from acting) in accordance with paragraph (i) above (or if this Agreement stipulates the matter is a decision for any other Lender or group of Lenders in accordance with instructions given to it by that Lender or group of Lenders)above.
(b) The Security Agent shall be entitled to request instructions, or clarification of any instruction, from the Majority Lenders (or the Facility Agent on their behalf) (or, if this Agreement the relevant Finance Document stipulates the matter is a decision for any other Lender or group of Lenders, from that Lender or group of Lenders) as to whether, and in what manner, it should exercise or refrain from exercising any right, power, authority or discretion and the Security discretion. The Agent may refrain from acting unless and until it receives those any such instructions or clarification that clarificationit has requested.
(c) Save in the case of decisions stipulated to be a matter for any other Lender or group of Lenders under this Agreement the relevant Finance Document and unless a contrary intention indication appears in this Agreementa Finance Document, any instructions given to the Security Agent by the Majority Lenders shall override any conflicting instructions given by any other Parties and will be binding on all Secured Finance 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; 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, clauses 31.7 (No duty to account) to clause 31.12 (Exclusion of liability), clause 31.15 (Confidentiality) to clause 31.21 (Custodians and nominees) and clause 31.24 (Acceptance of title) to clause 31.28 (Disapplication of Trustee Acts).
(e) The Security Agent may refrain from acting in accordance with any instructions of any Lender or group of Lenders until it has received any indemnification and/or security that it may in its discretion require (which may be greater in extent than that contained in the Finance Documents and which may include payment in advance) for any cost, loss or liability (together with any associated VAT) which it may incur in complying with those instructions. The Agent may specify that the security be cash, in which case the Company must provide it on request, failing which each Lender must on request pay its proportion of the cash according to its Commitment. Any amount recovered by the Agent under any security will be taken to be an amount paid by the party which gave that security.
(fe) Without prejudice to the provisions of the remainder of this clause 31.4, in In the absence of instructions, the Security Agent may act (or refrain from acting) as it considers in its discretion to be appropriatein the best interest of the Lenders.
(f) The Agent is not authorised to act on behalf of a Lender (without first obtaining that L▇▇▇▇▇'s consent) in any legal or arbitration proceedings relating to any Finance Document.
Appears in 2 contracts
Sources: Syndicated Facility Agreement (Metals Acquisition LTD), Syndicated Facility Agreement (Metals Acquisition Corp)
Instructions. (a) The Security Agent shall:
(i) subject to paragraphs (d) and (e) below 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 by:
(a) all Lenders (or the Facility Agent on their behalf) if the relevant Finance Document stipulates the matter is an all Lender decision; and
(b) in all other cases, the Majority Lenders (or the Facility Agent on their behalf);; and
(ii) not be liable for any act (or omission) if it acts (or refrains from acting) in accordance with sub-paragraph (i) above (or if this Agreement stipulates the matter is a decision for any other Lender Finance Party or group of Lenders Finance Parties, in accordance with instructions given to it by that Lender Finance Party or group of LendersFinance Parties).
(b) The Security Agent shall be entitled to request instructions, or clarification of any instruction, from the Majority Lenders (or the Facility Agent on their behalf) (or, if this Agreement the relevant Finance Document stipulates the matter is a decision for any other Lender Finance Party or group of LendersFinance Parties, from that Lender Finance Party or group of LendersFinance Parties) 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 any such instructions or clarification that clarificationit has requested.
(c) Save in the case of decisions stipulated to be a matter for any other Lender Finance Party or group of Lenders Finance Parties under this Agreement the relevant Finance Document and unless a contrary intention indication appears in this Agreementa Finance Document, any instructions given to the Security Agent by the Majority Lenders shall override any conflicting instructions given by any other Parties and will be binding on all Secured Finance Parties.
(d) Paragraph (a) above shall not apply:
(i) where a contrary indication appears in this Agreementa Finance Document;
(ii) where this Agreement a Finance Document 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 relevant Secured Parties includingParties.
(iv) in respect of the exercise of the Security Agent's discretion to exercise a right, without limitation, clauses 31.7 power or authority under any of:
(No duty to accounta) to clause 31.12 Clause 30.27 (Exclusion Application of liabilityreceipts), clause 31.15 ;
(Confidentialityb) to clause 31.21 Clause 30.28 (Custodians and nomineesPermitted Deductions); and
(c) and clause 31.24 Clause 30.29 (Acceptance of title) to clause 31.28 (Disapplication of Trustee ActsProspective liabilities).
(e) 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 43 (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 amendment or waiver.
(f) In exercising any discretion to exercise a right, power or authority under the Finance Documents where either:
(i) it has not received any instructions as to the exercise of that discretion; or
(ii) the exercise of that discretion is subject to sub-paragraph (iv) of paragraph (d) above, the Security Agent shall do so having regard to the interests of all the Secured Parties.
(g) The Security Agent may refrain from acting in accordance with any instructions of any Lender Finance Party or group of Lenders Finance Parties until it has received any indemnification and/or security that it may in its discretion require (which may be greater in extent than that contained in the Finance Documents and which may include payment in advance) for any cost, loss or liability (together with any associated applicable VAT) which it may incur in complying with those instructions.
(fh) Without prejudice to the provisions of the remainder of this clause 31.4Clause 30.4 (Instructions), in the absence of instructions, the Security Agent may act (or refrain from actingbut shall not be obliged to) take such action in the exercise of its powers and duties under the Finance Documents as it considers in its discretion to be appropriate.
(i) The Security Agent is not authorised to act on behalf of a Finance Party (without first obtaining that Finance Party's consent) in any legal or arbitration proceedings relating to any Finance Document. This paragraph (i) shall not apply to any legal or arbitration proceeding relating to the perfection, preservation or protection of rights under the Finance Documents or enforcement of the Transaction Security or Finance Documents, following the occurrence of an Event of Default which is continuing.
Appears in 2 contracts
Sources: Facility Agreement (Euroseas Ltd.), Facility Agreement (Euroseas Ltd.)
Instructions. (aA) In accordance with any applicable procedures set forth in Exhibit A, the Custodian is entitled to rely and act upon Instructions of any Authorised Person until the Custodian has received notice of any change from the Client and has had a reasonable time to note and implement such change. The Security Agent shallCustodian is authorised to rely upon any Instructions received by any means, provided that the Custodian and the Client have agreed upon the means of transmission and the method of identification for the Instructions. In particular, in accordance with any applicable procedures set forth Exhibit A:
(i) subject The Client and the Custodian will comply with security procedures designed to paragraphs (d) and (e) below 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 verify the Majority Lenders (or the Facility Agent on their behalf);origination of Instructions.
(ii) The Custodian is not be liable responsible for any act (errors or omission) if it acts (omissions made by the Client or refrains resulting from acting) in accordance with paragraph (i) above (fraud or if this Agreement stipulates the matter is a decision for any other Lender or group of Lenders in accordance with instructions given to it by that Lender or group of Lenders).
(b) The Security Agent shall be entitled to request instructions, or clarification duplication of any instruction, from Instruction by the Majority Lenders (or the Facility Agent on their behalf) (or, if this Agreement stipulates the matter is a decision for any other Lender or group of Lenders, from that Lender or group of Lenders) as to whetherClient, and in what mannerthe Custodian may act on any Instruction by reference to an account number only, it should exercise or refrain from exercising even if any right, power, authority or discretion and the Security Agent may refrain from acting unless and until it receives those instructions or that clarificationaccount name is provided.
(c) Save in the case of decisions stipulated to be a matter for any other Lender or group of Lenders under this Agreement and unless a contrary intention appears in this Agreement, any instructions given to the Security Agent by the Majority Lenders shall override any conflicting instructions given by any other Parties and will be binding on all Secured 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; 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, clauses 31.7 (No duty to account) to clause 31.12 (Exclusion of liability), clause 31.15 (Confidentiality) to clause 31.21 (Custodians and nominees) and clause 31.24 (Acceptance of title) to clause 31.28 (Disapplication of Trustee Acts)The Custodian may act on an Instruction if it reasonably believes it contains sufficient information.
(eiv) The Security Agent Custodian may refrain from acting decide not to act on an Instruction where it reasonably doubts its contents, authorisation, origination or compliance with any security procedures and will promptly notify the Client of its decision.
(v) If the Custodian acts on any Instruction sent manually (including facsimile or telephone), then, if the Custodian complies with the security procedures, the Client will be responsible for any loss the Custodian may incur in connection with that Instruction. The Client expressly acknowledges that the Client is aware that the use of manual forms of communication to convey Instructions increases the risk of error, security and privacy issues and fraudulent activities.
(vi) Instructions are to be given in the English language.
(vii) The Custodian is obligated to act on Instructions only within applicable cut-off times on banking days when the Custodian and the applicable financial markets are open for business.
(viii) In some securities markets, securities deliveries and payments therefor may not be or are not customarily made simultaneously. Accordingly, notwithstanding the Client’s Instruction to deliver Securities against payment or to pay for Securities against delivery, the Custodian may make or accept payment for or delivery of Securities at such time and in such form and manner as is in accordance with any instructions of any Lender relevant local law and practice or group of Lenders until it has received any indemnification and/or security that it may in its discretion require (which may be greater in extent than that contained with the customs prevailing in the Finance Documents and which may include payment in advance) for any cost, loss or liability (together with any associated VAT) which it may incur in complying with those instructionsrelevant market.
(f) Without prejudice to the provisions of the remainder of this clause 31.4, in the absence of instructions, the Security Agent may act (or refrain from acting) as it considers in its discretion to be appropriate.
Appears in 2 contracts
Sources: Custodial Services Agreement (Forward Funds), Custodial Services Agreement (Forward Funds)
Instructions. On each day that the Custodian shall compute the net asset value per share of the Fund, the Custodian shall provide the Fund's Investment Adviser with written reports which the Investment Adviser will use to verify that portfolio transactions have been recorded in accordance with the Fund's instructions and are reconciled with the Fund's trading records. In computing the net asset value, the Custodian may rely upon any information furnished by Instructions, including without limitation any information (a1) as to accrual of liabilities of the Fund and as to liabilities of the Fund not appearing on the books of account kept by the Custodian, (2) as to the existence, status and proper treatment of reserves, if any, authorized by the Fund, (3) as to the sources of quotations to be used in computing the net asset value, including those listed in Appendix B, (4) as to the fair value to be assigned to any securities or other property for which price quotations are not readily available, and (5) as to the sources of information with respect to "corporate actions" affecting portfolio securities of the Fund, including those listed in Appendix B. (Information as to "corporate actions" shall include information as to dividends, distributions, stock splits, stock dividends, rights offerings, conversions, exchanges, recapitalizations, mergers, redemptions, calls, maturity dates and similar transactions, including the ex- and record dates and the amounts or other terms thereof.) The Security Agent shall:
Fund may instruct the Custodian to utilize a particular source for the valuation of a specific security or other property and, provided that the Custodian has exercised reasonable care, the Custodian shall be protected in utilizing the valuation provided by such source without further inquiry in order to effect calculation of the Fund's net asset value. Notwithstanding anything in this Agreement to the contrary, the Custodian shall not be responsible for the failure of the Fund or its Investment Adviser to provide the Custodian with Instructions regarding liabilities which ought to be included in the calculation of the Fund's net asset value. In like manner, the Custodian shall compute and determine the net asset value as of such other times as the Board of Trustees or Directors of the Fund from time to time may reasonably request. Notwithstanding any other provisions of this Agreement, the following provisions shall apply with respect to the Custodian's foregoing responsibilities in this Section: the Custodian shall be held to the exercise of reasonable care in computing and determining net asset value as provided in this Section, but shall not be held accountable or liable for any losses, damages or expenses the Fund or any shareholder or former shareholder of the Fund may suffer or incur arising from or based upon errors or delays in the determination of such net asset value unless such error or delay was due to the Custodian's negligence, bad faith or willful misconduct in determination of such net asset value. The parties hereto acknowledge, however, that the Custodian's causing an error or delay in the determination of net asset value may, but does not in and of itself, constitute negligence, bad faith or willful misconduct. In no event shall the Custodian be liable of responsible to the Fund, any present or former shareholder of the Fund of any other party for any error or delay which continued or was undetected after the date of an audit performed by the certified public accountants employed by the Fund if, in the exercise of reasonable care in accordance with generally accepted accounting standards, such accountants should have become aware of such error or delay in the course of performing such audit. The Custodian's liability for any such gross negligence or willful misconduct which results in an error in determination of such net asset value shall be limited to direct, out-of pocket loss that the Fund, shareholder or former shareholder shall actually incur, measured by the difference between the actual and the erroneously computed net asset value, and any expense the Fund shall incur in connection with correcting the records of the Fund affected by such error (including charges made by the Fund's register and transfer agent for making such corrections) or communicating with shareholders or former shareholders of the Fund affected by such error. Without limiting the foregoing, the Custodian shall not be held accountable or liable to the Fund, any shareholder or former shareholder thereof or any other person for any delays or losses, damages or expenses any of them may suffer or incur resulting from (1) the Custodian's failure to receive timely and suitable notification concerning quotations or corporate actions relating to or affecting the portfolio securities of the Fund, or (2) any errors in the computation of the net asset value based upon or arising out of quotations or information as to corporate actions if received by the Custodian either (i) subject from a source which the Custodian was authorized pursuant to paragraphs (d) and (e) below exercise this Section to rely upon, 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 Majority Lenders (or the Facility Agent on their behalf);
(ii) not be liable for any act (or omission) if it acts (or refrains from acting) in accordance with paragraph (i) above (or if this Agreement stipulates the matter is a decision for any other Lender or group of Lenders in accordance with instructions given to it by that Lender or group of Lenders).
(b) The Security Agent shall be entitled to request instructions, or clarification of any instruction, from the Majority Lenders (or the Facility Agent on their behalf) (or, if this Agreement stipulates the matter is a decision for any other Lender or group of Lenders, from that Lender or group of Lenders) as to whether, and in what manner, it should exercise or refrain from exercising any right, power, authority or discretion and the Security Agent may refrain from acting unless and until it receives those instructions or that clarification.
(c) Save source which in the case of decisions stipulated Custodian's reasonable judgment was as reliable a source for such quotations or information as the sources authorized pursuant to be a matter for this section. Nevertheless, the Custodian will use its best judgment in determining whether to verify through other sources any other Lender or group of Lenders under this Agreement and unless a contrary intention appears in this Agreement, any instructions given to the Security Agent by the Majority Lenders shall override any conflicting instructions given by any other Parties and will be binding on all Secured 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; 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, clauses 31.7 (No duty to account) to clause 31.12 (Exclusion of liability), clause 31.15 (Confidentiality) to clause 31.21 (Custodians and nominees) and clause 31.24 (Acceptance of title) to clause 31.28 (Disapplication of Trustee Acts).
(e) The Security Agent may refrain from acting in accordance with any instructions of any Lender or group of Lenders until information it has received as to quotations or corporate actions if the Custodian has reason to believe that any indemnification and/or security that it may such information might be incorrect. In the event of any error or delay in its discretion require (the determination of such net asset value for which the Custodian may be greater liable, the Fund and the Custodian will consult and make good faith efforts to reach agreement on what actions should be taken in extent than order to mitigate any loss suffered by the Fund or its present or former shareholders, in order that contained in the Finance Documents and which may include payment in advance) for any cost, loss or Custodian's exposure to liability (together with any associated VAT) which it may incur in complying with those instructions.
(f) Without prejudice shall be reduced to the provisions extent possible after taking into account all relevant factors and alternatives. Such actions might include the Fund of the remainder Custodian taking reasonable steps to collect from any shareholder or former shareholder who has received any overpayment upon redemption of this clause 31.4, shares such overpaid amount or to collect from any shareholder who has underpaid upon a purchase of shares the amount of such underpayment to reduce the number of shares issued to such shareholder. It is understood that in attempting to reach agreement on the absence action to be taken or the amount of instructionsthe loss which should appropriately be borne by the Custodian, the Security Agent may act (Fund and the Custodian will consider such relevant factors as the amount of the loss involved, the Fund's desire to avoid loss of shareholder good will, the fact that other persons or refrain from acting) as entities could have been reasonably expected to have detected the error sooner than the time it considers in its discretion was actually discovered, the appropriateness of limiting or eliminating the benefit which shareholders or former shareholders might have obtained by reason of the error, and the possibility that other parties providing services to the Fund might be appropriateinduced to absorb a portion of the loss incurred.
Appears in 2 contracts
Sources: Custodian Agreement (Aetna Series Fund Inc), Custodian Agreement (Aetna Series Fund Inc)
Instructions. (a) The Security Agent Each of the Agents shall:
(i) subject to paragraphs (d) and (e) below unless a contrary indication appears in a Finance Document, exercise or refrain from exercising any right, power, authority or discretion vested in it as an Agent or the Security Agent (as applicable) in accordance with any instructions given to it by by:
(A) all Lenders if the relevant Finance Document stipulates the matter is an all Lender decision; and
(B) in all other cases, the Majority Lenders (or, if the relevant Finance Document stipulates the matter is a decision for any other Finance Party or the Facility Agent on their behalf);group of Finance Parties, from that Finance Party or group of Finance Parties; and
(ii) not be liable for any act (or omission) if it acts (or refrains from acting) in accordance with paragraph (i) above (or or, if this Agreement stipulates the matter is a decision for any other Lender Finance Party or group of Lenders in accordance with instructions given to it by Finance Parties, from that Lender Finance Party or group of LendersFinance Parties).
(b) The Notwithstanding any provision of the Finance Documents, the Security Agent shall (i) exercise any right, power, authority or discretion vested in it as Security Agent in accordance with any instructions given to it by the Facility Agent (whom, in turn, shall act on the instructions of the Lenders or, as the case may be, the Majority Lenders) (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 taking any action) in accordance with an instruction of the Facility Agent (whom, in turn, shall act on the instructions of the Lenders or, as the case may be, the Majority Lenders).
(c) Each of the Agents and the Security Agent shall be entitled to request instructions, or clarification of any instruction, from the Majority Lenders (or the Facility Agent on their behalf) (or, if this Agreement the relevant Finance Document stipulates the matter is a decision for any other Lender Finance Party or group of LendersFinance Parties, from that Lender Finance Party or group of LendersFinance Parties) or, in the case of the Security Agent, 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 any Agent or the Security Agent (as applicable) may refrain from acting unless and until it receives those any such instructions or that clarification.
(cd) Save in the case of decisions stipulated to be a matter for any other Lender Finance Party or group of Lenders Finance Parties under this Agreement the relevant Finance Document and unless a contrary intention indication appears in this Agreementa Finance Document, any instructions given to any Agent or the Security Agent (as applicable) by the Majority Lenders or, in the case of the Security Agent, from the Facility Agent shall override any conflicting instructions given by any other Parties and will be binding on all Secured Finance Parties.
(de) Paragraph (a) or (b) above shall not apply:
(i) where a contrary indication appears in this Agreementa Finance Document;
(ii) where this Agreement a Finance Document requires an Agent or the Security Agent to act in a specified manner or to take a specified action; or;
(iii) in respect of any provision which protects an Agent's or the Security Agent's own position in its personal capacity as opposed to its role of Agent or Security Agent for the relevant Finance Parties or Secured Parties (as applicable), including, without limitation, clauses 31.7 Clause 28.6 (No duty to accountfiduciary duties) to clause 31.12 Clause 28.11 (Exclusion of liability), clause 31.15 Clause 28.16 (Confidentiality) to clause 31.21 Clause 28.22 (Custodians and nominees) and clause 31.24 C▇▇▇▇▇ 28.26 (Acceptance of title) to clause 31.28 Clause 28.29 (Disapplication of Trustee Acts);
(iv) in respect of the exercise of the Security Agent's discretion to exercise a right, power or authority under any of:
(A) Clause 29.1 (Order of application);
(B) Clause 29.2 (Prospective liabilities); and
(C) Clause 29.5 (Permitted Deductions).
(ef) The If giving effect to instructions given by the Majority Lenders (or in the case of the Security Agent given by the Facility Agent) would (in an Agent's or (as applicable) the Security Agent's opinion) have an effect equivalent to an amendment or waiver referred to in Clause 38 (Amendments and waivers), an Agent or (as applicable) the Security Agent shall not act in accordance with those instructions unless consent to it so acting is obtained from each Party (other than an Agent or the Security Agent) whose consent would have been required in respect of that amendment or waiver.
(g) In exercising any discretion to exercise a right, power or authority under the Finance Documents where either:
(i) it has not received any instructions as to the exercise of that discretion; or
(ii) the exercise of that discretion is subject to paragraph (e)(iv) above, an Agent or the Security Agent shall be entitled (but not obliged) to do so having regard to the interests of (in the case of an Agent) all the Finance Parties and (in the case of the Security Agent) all the Secured Parties.
(h) An Agent or the Security Agent (as applicable) may refrain from acting in accordance with any instructions of any Lender Finance Party or group of Lenders Finance Parties until it has received any indemnification and/or security that it may in its discretion require (which may be greater in extent than that contained in the Finance Documents and which may include payment in advance) for any cost, loss or liability (together with any associated VAT) which it may incur in complying with those instructions.
(fi) Without prejudice to the provisions of the remainder of this clause 31.4Clause 28.3, in the absence of instructions, each of the Agents and the Security Agent may act (or refrain from acting) as it considers in its discretion to be appropriatein the best interest of (in the case of the Facility Agent) the Finance Parties and (in the case of the Security Agent) the Secured Parties, provided that the Security Agent shall not be obliged to act (or refrain from taking action) unless and until it shall have been instructed so to do by the Facility Agent.
(j) None of the Agents nor the Security Agent is authorised to act on behalf of a Finance Party (without first obtaining that Finance Party's consent) in any legal or arbitration proceedings relating to any Finance Document. This paragraph (j) 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 Transaction Security or Security Documents.
Appears in 2 contracts
Sources: Amendment and Restatement Agreement (Cboe Global Markets, Inc.), Amendment and Restatement Agreement (Cboe Global Markets, Inc.)
Instructions. (a) The Security Facility Agent shall:
(i) subject to paragraphs (d) and (e) below exercise or refrain from exercising any right, power, authority or discretion vested in it as Security Facility Agent (including, without limitation, make any designation, determination, specification or demand, approve an evidence or the form of a document, serve a notice, grant an approval or a consent or refrain from taking any such action), upon receipt of and in accordance with any instructions given to it by by:
(A) all Lenders if the relevant Finance Document stipulates the matter is an all Lender decision; and
(B) in all other cases, the Majority Lenders (or the Facility Agent on their behalf);Lenders; and
(ii) not be liable for any act (or omission) if it acts (or refrains from acting) (A) in accordance with sub-paragraph (i(i) above (or or, if this Agreement stipulates the matter is a decision for any other Lender Finance Party or group of Lenders Finance Parties, in accordance with instructions given to it by that Lender Finance Party or group of Lenders)Finance Parties) or (B) in its capacity as Facility Agent under the Transaction Documents.
(b) The Security Facility Agent shall be entitled to request instructions, or clarification of any instruction, from the Majority Lenders (or the Facility Agent on their behalf) (or, if this Agreement the relevant Finance Document stipulates the matter is a decision for any other Lender Finance Party or group of LendersFinance Parties, from that Lender Finance Party or group of LendersFinance Parties) as to whether, and in what manner, it should exercise or refrain from exercising any right, power, authority or discretion and the Security Facility Agent may refrain from acting unless and until it receives those any such instructions or clarification that clarificationit has requested.
(c) Save in the case of decisions stipulated to be a matter for any other Lender Finance Party or group of Lenders Finance Parties under this Agreement the relevant Finance Document and unless a contrary intention indication appears in this Agreementa Finance Document, any instructions given to the Security Facility Agent by the Majority Lenders shall override any conflicting instructions given by any other Parties and will be binding on all Secured Finance Parties.
(d) Paragraph Without prejudice to paragraph (aa)(ii) above, paragraph (a)(i) above shall not apply:
(i) where a contrary indication appears in this Agreementa Finance Document;
(ii) where this Agreement a Finance Document requires the Security Facility Agent to act in a specified manner or to take a specified action; or;
(iii) in respect of any provision which protects the Security Facility Agent's own position in its personal capacity as opposed to its role of Security Facility Agent for the Secured Parties including, without limitation, clauses 31.7 (No duty to account) to clause 31.12 (Exclusion of liability), clause 31.15 (Confidentiality) to clause 31.21 (Custodians and nominees) and clause 31.24 (Acceptance of title) to clause 31.28 (Disapplication of Trustee Acts)relevant Finance Parties.
(e) If giving effect to instructions given by the Majority Lenders would in the Facility Agent's opinion have an effect equivalent to an amendment or waiver referred to in Clause 42 (Amendments and Waivers), the Facility Agent shall not act in accordance with those instructions unless consent to it so acting is obtained from each Party (other than the Facility Agent) whose consent would have been required in respect of that amendment or waiver.
(f) The Security Facility Agent may refrain from acting in accordance with any instructions of any Lender Finance Party or group of Lenders Finance Parties until it has received any indemnification and/or security that it may in its discretion require (which may be greater in extent than that contained in the Finance Documents and which may include payment in advance) for any cost, loss or liability (together with any associated applicable VAT) which it may incur in complying with those instructions.
(fg) Without prejudice to the provisions of the remainder of this clause 31.4Clause 29.2 (Instructions), in the absence of instructions, the Security Facility Agent may act shall not be obliged to take any action (or refrain from actingtaking action) as even if it considers in its discretion acting or not acting to be appropriatein the best interests of the Finance Parties.
(h) The Facility Agent is not authorised to act on behalf of a Finance Party (without first obtaining that Finance Party's consent) in any legal or arbitration proceedings relating to any Finance Document. This paragraph (h) 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 Transaction Security or Security Documents.
Appears in 2 contracts
Sources: Facility Agreement (United Maritime Corp), Term Loan Facility (Seanergy Maritime Holdings Corp.)
Instructions. (aA) The Security Agent shall:
(i1) subject to paragraphs (d) and (e) below 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 by:
(a) all Lenders if the relevant Finance Document stipulates the matter is an all Lender decision; and
(b) in all other cases, the Majority Lenders (or the Facility Agent on their behalf);Lenders; and
(ii2) not be liable for any act (or omission) if it acts (or refrains from acting) in accordance with paragraph (i) above (or if this Agreement stipulates the matter is a decision for any other Lender or group of Lenders in accordance with instructions given to it by that Lender or group of LendersClause 28.3(A)(1).
(bB) The Security Agent shall be entitled to request instructions, or clarification of any instruction, from the Majority Lenders (or the Facility Agent on their behalf) (or, if this Agreement the relevant Finance Document stipulates the matter is a decision for any other Lender or group of Lenders, from that Lender or group of Lenders) as to whether, and in what manner, it should exercise or refrain from exercising any right, power, authority or discretion and the Security discretion. The Agent may refrain from acting unless and until it receives those any such instructions or clarification that clarificationit has requested.
(cC) Save in the case of decisions stipulated to be a matter for any other Lender or group of Lenders under this Agreement the relevant Finance Document and unless a contrary intention indication appears in this Agreementa Finance Document, any instructions given to the Security Agent by the Majority Lenders shall override any conflicting instructions given by any other Parties and will be binding on all Secured Finance 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; 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, clauses 31.7 (No duty to account) to clause 31.12 (Exclusion of liability), clause 31.15 (Confidentiality) to clause 31.21 (Custodians and nominees) and clause 31.24 (Acceptance of title) to clause 31.28 (Disapplication of Trustee Acts).
(eD) The Security Agent may refrain from acting in accordance with any instructions of any Lender or group of Lenders until it has received any indemnification and/or security that it may in its discretion require (which may be greater in extent than that contained in the Finance Documents and which may include payment in advance) for any cost, loss or liability (together with any associated VAT) which it may incur in complying with those instructions.
(fE) Without prejudice to the provisions of the remainder of this clause 31.4, in In the absence of instructions, the Security Agent may act (or refrain from acting) as it considers in its discretion to be appropriatein the best interest of the Lenders.
(F) The 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.
Appears in 2 contracts
Sources: Term Facility Agreement (Rockley Photonics Holdings LTD), Support Letter (Rockley Photonics Holdings LTD)
Instructions. (a) The Security Agent shall:
(i) subject to paragraphs (d) and (e) below 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 by:
(A) all Lenders if the relevant Finance Document stipulates the matter is an all Lender decision;
(B) the Super Majority Lenders if the relevant Finance Document stipulates the matter is a Super Majority Lender decision; and
(C) in all other cases, the Majority Lenders (or the Facility Agent on their behalf);Lenders; and
(ii) not be liable for any act (or omission) if it acts (or refrains from acting) in accordance with paragraph (i) above (or if this Agreement stipulates the matter is a decision for any other Lender or group of Lenders in accordance with instructions given to it by that Lender or group of Lenders)above.
(b) The Security Agent shall be entitled to request instructions, or clarification of any instruction, from the Majority Lenders (or the Facility Agent on their behalf) (or, if this Agreement the relevant Finance Document stipulates the matter is a decision for any other Lender or group of Lenders, from that Lender or group of Lenders) as to whether, and in what manner, it should exercise or refrain from exercising any right, power, authority or discretion and the Security Agent may refrain from acting unless and until it receives those instructions or that clarification.
(c) Save in the case of decisions stipulated to be a matter for any other Lender or group of Lenders under this Agreement the relevant Finance Document and unless a contrary intention indication appears in this Agreementa Finance Document, any instructions given to the Security Agent by the Majority Lenders shall override any conflicting instructions given by any other Parties and will be binding on all Secured PartiesFinance Parties save for the Security Trustee.
(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; 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, clauses 31.7 (No duty to account) to clause 31.12 (Exclusion of liability), clause 31.15 (Confidentiality) to clause 31.21 (Custodians and nominees) and clause 31.24 (Acceptance of title) to clause 31.28 (Disapplication of Trustee Acts).
(e) The Security Agent may refrain from acting in accordance with any instructions of any Lender or group of Lenders until it has received any indemnification and/or security that it may in its discretion require (which may be greater in extent than that contained in the Finance Documents and which may include payment in advance) for any cost, loss or liability (together with any associated VAT) which it may incur in complying with those instructions.
(fe) Without prejudice to the provisions of the remainder of this clause 31.4, in In the absence of instructions, the Security Agent may act (or refrain from acting) as it considers in its discretion to be appropriatein the best interest of the Lenders.
(f) The 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 Transaction Security Documents or enforcement of the Transaction Security or Transaction Security Documents.
Appears in 2 contracts
Sources: Facility Agreement (InterXion Holding N.V.), Facility Agreement (InterXion Holding N.V.)
Instructions. (a) The Agent and the Security Agent shall:
(i) subject to paragraphs (d) and (e) below unless a contrary indication appears in a Finance Document, exercise or refrain from exercising any right, power, authority or discretion vested in it as Agent or Security Agent (as applicable) in accordance with any instructions given to it by by:
(A) all Lenders if the relevant Finance Document stipulates the matter is an all Lender decision; and
(B) in all other cases, the Majority Lenders (or the Facility Agent on their behalf);Lenders; and
(ii) not be liable for any act (or omission) if it acts (or refrains from acting) in accordance with paragraph (i) above (or if this Agreement stipulates the matter is a decision for any other Lender or group of Lenders in accordance with instructions given to it by that Lender or group of Lenders)above.
(b) The Agent and the Security Agent shall be entitled to request instructions, or clarification of any instruction, from the Majority Lenders (or the Facility Agent on their behalf) (or, if this Agreement the relevant Finance Document stipulates the matter is a decision for any other Lender Finance Party or group of LendersFinance Parties, from that Lender Finance Party or group of LendersFinance Parties) as to whether, and in what manner, it should exercise or refrain from exercising any right, power, authority or discretion and the Agent or Security Agent (as applicable) may refrain from acting unless and until it receives those any such instructions or clarification that clarificationit has requested.
(c) Save in the case of decisions stipulated to be a matter for any other Lender Finance Party or group of Lenders Finance Parties under this Agreement the relevant Finance Document and unless a contrary intention indication appears in this Agreementa Finance Document, any instructions given to the Agent or Security Agent (as applicable) by the Majority Lenders shall override any conflicting instructions given by any other Parties and will be binding on all Secured PartiesFinance Parties save for the Security Agent.
(d) Paragraph (a) above shall not apply:
(i) where a contrary indication appears in this Agreement;
(ii) where this Agreement requires the The Agent or Security Agent to act in a specified manner or to take a specified action; or
(iiias applicable) 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, clauses 31.7 (No duty to account) to clause 31.12 (Exclusion of liability), clause 31.15 (Confidentiality) to clause 31.21 (Custodians and nominees) and clause 31.24 (Acceptance of title) to clause 31.28 (Disapplication of Trustee Acts).
(e) The Security Agent may refrain from acting in accordance with any instructions of any Lender Finance Party or group of Lenders Finance Parties until it has received any indemnification and/or security that it may in its discretion require (which may be greater in extent than that contained in the Finance Documents and which may include payment in advance) for any cost, loss or liability (together with any associated VAT) which it may incur in complying with those instructions.
(fe) Without prejudice to the provisions of the remainder of this clause 31.4, in In the absence of instructions, the Agent or Security Agent (as applicable) may act (or refrain from acting) as it considers in its discretion to be appropriatein the best interest of the Finance Parties.
(f) Neither the Agent nor the Security Agent is authorised to act on behalf of a Finance Party (without first obtaining that Finance Party’s consent) in any legal or arbitration proceeding relating to any Finance Document. This paragraph (f) shall not apply to any legal or arbitration proceedings relating to the perfection, preservation or protection of rights under the Transaction Security Documents or enforcement of the Transaction Security or Transaction Security Documents.
Appears in 1 contract
Instructions. (a) The Security Each of the Facility Agent and the Collateral Management Agent shall:
(i) subject to paragraphs (d) and (e) below 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 Facility Agent or the Collateral Management Agent (as the case may be) in accordance with any instructions given to it by by:
(A) all Lenders if the relevant Finance Document stipulates the matter is an all Lender decision; or
(B) in all other cases, the Majority Lenders (or the Facility Agent on their behalf);Lenders; and
(ii) not be liable for any act (or omission) if it acts (or refrains from acting) in accordance with paragraph (i) above (or if this Agreement stipulates the matter is a decision for any other Lender or group of Lenders in accordance with instructions given to it by that Lender or group of Lenders)above.
(b) The Security Each of the Facility Agent and the Collateral Management Agent shall be entitled to request instructions, or clarification of any instruction, from the Majority Lenders (or the Facility Agent on their behalf) (or, if this Agreement the relevant Finance Document stipulates the matter is a decision for any other Lender or group of Lenders, from that Lender or group of Lenders) as to whether, and in what manner, it should exercise or refrain from exercising any right, power, authority or discretion and the Security Facility Agent and the Collateral Management Agent may refrain from acting unless and until it receives they receive those instructions or that clarification.
(c) Save in the case of decisions stipulated to be a matter for any other Lender or group of Lenders under this Agreement the relevant Finance Document and unless a contrary intention indication appears in this Agreementa Finance Document, any instructions given to the Security Facility Agent or the Collateral Management Agent by the Majority Lenders shall override any conflicting instructions given by any other Parties and will be binding on all Secured PartiesFinance Parties save for the Security Agent.
(d) Paragraph (a) above shall not apply:
(i) where a contrary indication appears in this Agreement;
(ii) where this Agreement requires Each of the Security Facility Agent to act in a specified manner or to take a specified action; or
(iii) in respect of any provision which protects and 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, clauses 31.7 (No duty to account) to clause 31.12 (Exclusion of liability), clause 31.15 (Confidentiality) to clause 31.21 (Custodians and nominees) and clause 31.24 (Acceptance of title) to clause 31.28 (Disapplication of Trustee Acts).
(e) The Security Collateral Management Agent may refrain from acting in accordance with any instructions of any Lender or group of Lenders until it has received any indemnification and/or security that it may in its discretion require (which may be greater in extent than that contained in the Finance Documents and which may include payment in advance) for any cost, loss or liability (together with any associated VAT) which it may incur in complying with those instructions.
(fe) Without prejudice to the provisions of the remainder of this clause 31.4, in In the absence of instructions, each of the Security Facility Agent and the Collateral Management Agent may act (or refrain from acting) as it considers in its discretion to be appropriatein the best interest of the Lenders.
(f) The Facility Agent and the Collateral Management Agent are 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, presentation or protection of rights under the Transaction Security Documents or enforcement of the Transaction Security or Transaction Security Documents.
Appears in 1 contract
Sources: Amendment and Restatement Agreement (Aegean Marine Petroleum Network Inc.)
Instructions. (a) The Security Agent shall:
(i) subject to paragraphs (d) and (e) below 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 Majority Lenders (or the Facility Agent acting on their behalf);the instructions of:
(A) all Lenders if the relevant Finance Document stipulates the matter is an all Lender decision; and
(B) in all other cases, the Majority Lenders; and
(ii) not be liable for any act (or omission) if it acts (or refrains from acting) in accordance with sub-paragraph (i) above (or if this Agreement stipulates the matter is a decision for any other Lender Finance Party or group of Lenders in accordance with instructions given to it by Finance Parties, from that Lender Finance Party or group of LendersFinance Parties).
(b) The Security Agent shall be entitled to request instructions, or clarification of any instruction, from the Facility Agent acting on the instructions of the Majority Lenders (or the Facility Agent on their behalf) (or, if this Agreement the relevant Finance Document stipulates the matter is a decision for any other Lender Finance Party or group of LendersFinance Parties, from that Lender Finance Party or group of LendersFinance Parties) 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 any such instructions or clarification that clarificationit has requested.
(c) Save in the case of decisions stipulated to be a matter for any other Lender Finance Party or group of Lenders Finance Parties under this Agreement the relevant Finance Document and unless a contrary intention indication appears in this Agreementa Finance Document, any instructions given to the Security Agent by the Facility Agent acting on the instructions of the Majority Lenders shall override any conflicting instructions given by any other Parties and will be binding on all Secured Finance Parties.
(d) Paragraph (a) above shall not apply:
(i) where a contrary indication appears in this Agreementa Finance Document;
(ii) where this Agreement a Finance Document 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 ’s own position in its personal capacity as opposed to its role of Security Agent for the Secured Parties includingrelevant Creditor Parties.
(iv) in respect of the exercise of the Security Agent’s discretion to exercise a right, without limitation, clauses 31.7 power or authority under any of:
(No duty to accountA) to clause 31.12 Clause 32.28 (Exclusion of liabilityDeductions from receipts), clause 31.15 ; and
(ConfidentialityB) to clause 31.21 Clause 32.29 (Custodians and nominees) and clause 31.24 (Acceptance of title) to clause 31.28 (Disapplication of Trustee ActsProspective liabilities).
(e) If giving effect to instructions given by the Facility Agent acting on the instructions of the Majority Lenders would in the Security Agent’s opinion have an effect equivalent to an amendment or waiver referred to in Clause 43 (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 amendment or waiver.
(f) In exercising any discretion to exercise a right, power or authority under the Finance Documents where either:
(i) it has not received any instructions as to the exercise of that discretion; or
(ii) the exercise of that discretion is subject to sub-paragraph (iv) of paragraph (d) above, the Security Agent shall do so having regard to the interests of all the Creditor Parties.
(g) The Security Agent may refrain from acting in accordance with any instructions of the Facility Agent acting on the instructions of any Lender Finance Party or group of Lenders Finance Parties until it has received any indemnification and/or security that it may in its discretion require (which may be greater in extent than that contained in the Finance Documents and which may include payment in advance) for any cost, loss or liability (together with any associated applicable VAT) which it may incur in complying with those instructions.
(fh) Without prejudice to the provisions of the remainder of this clause 31.4Clause 32.4 (Instructions), in the absence of instructions, the Security Agent may act (or refrain from actingbut shall not be obliged to) take such action in the exercise of its powers and duties under the Finance Documents as it considers in its discretion to be appropriate.
(i) The Security Agent is not authorised to act on behalf of a Finance Party (without first obtaining that Finance Party’s consent) in any legal or arbitration proceedings relating to any Finance Document. This paragraph (i) 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 Transaction Security or Security Documents.
Appears in 1 contract
Instructions. (a) The Security Agent shall:
(i) subject to paragraphs (d) and (e) below 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 by:
(A) all Lenders if the relevant Finance Document stipulates the matter is an all Lender decision;
(B) the Super Majority Lenders if the relevant Finance Document stipulates the matter is a Super Majority Lender decision;
(C) the Super Majority Super Senior Facility Lenders if the relevant Finance Document stipulates the matter is a Super Majority Super Senior Facility Lender decision;
(D) the Incremental Facility Majority Lenders if the relevant Finance Document stipulates the matter is an Incremental Facility Majority Lender decision;
(E) the Majority Original Revolving Facility Lenders if the relevant Finance Document stipulates the matter is a Majority Original Revolving Facility Lender decision;
(or F) the Majority Revolving Facility Agent on their behalf)Lenders if the relevant Finance Document stipulates the matter is a Majority Revolving Facility Lender decision;
(G) the Majority Super Senior Facility Lenders if the relevant Finance Document stipulates the matter is a Majority Super Senior Facility Lender decision; and
(H) in all other cases, the Majority Lenders; and
(ii) not be liable for any act (or omission) if it acts (or refrains from acting) in accordance with paragraph (i(i) above (or if this Agreement stipulates the matter is a decision for any other Lender or group of Lenders in accordance with instructions given to it by that Lender or group of Lenders)above.
(b) The Security Agent shall be entitled to request instructions, or clarification of any instruction, from the Majority Lenders (or the Facility Agent on their behalf) (or, if this Agreement the relevant Finance Document stipulates the matter is a decision for any other Lender or group of Lenders, from that Lender or group of Lenders) as to whether, and in what manner, it should exercise or refrain from exercising any right, power, authority or discretion and the Security Agent may refrain from acting unless and until it receives those any such instructions or clarification that clarificationit has requested.
(c) Save in the case of decisions stipulated to be a matter for any other Lender or group of Lenders under this Agreement the relevant Finance Document and unless a contrary intention indication appears in this Agreementa Finance Document, any instructions given to the Security Agent by the Majority Lenders shall override any conflicting instructions given by any other Parties and will be binding on all Secured PartiesFinance Parties save for the Security Agent.
(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; 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, clauses 31.7 (No duty to account) to clause 31.12 (Exclusion of liability), clause 31.15 (Confidentiality) to clause 31.21 (Custodians and nominees) and clause 31.24 (Acceptance of title) to clause 31.28 (Disapplication of Trustee Acts).
(e) The Security Agent may refrain from acting in accordance with any instructions of any Lender or group of Lenders until it has received any indemnification and/or security and/or pre-funding 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) which it may incur in complying with those instructions.
(fe) Without prejudice to the provisions of the remainder of this clause 31.4, in In the absence of instructions, the Security Agent may act (or refrain from acting) as it considers in its discretion to be appropriatein the best interest of the Lenders.
(f) The Agent is not authorised to act on behalf of a Lender (without first obtaining that L▇▇▇▇▇’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 Transaction Security Documents or enforcement of the Transaction Security or Transaction Security Documents.
Appears in 1 contract
Sources: Senior Facilities Agreement (Inspired Entertainment, Inc.)
Instructions. A. Escrow Holder is to hold the ▇▇▇▇▇▇▇ Money until: (a) The Security Agent shall:Escrow Holder is in receipt of a joint order by Seller and Purchaser as to the disposition of the ▇▇▇▇▇▇▇ Money; or (b) Escrow Holder is in receipt of a written demand (the "DEMAND") from either Seller or Purchaser for the payment of the ▇▇▇▇▇▇▇ Money or any portion thereof. Any Demand under subparagraph 4.A must include proof of delivery of a copy of the same to the non-demanding party. If within five (5) business days after Escrow Holder's receipt of any Demand under subparagraph 4A(b), Escrow Holder has not received from the non-demanding party written notice of its objection to the Demand, then Escrow Holder will be authorized to disburse the ▇▇▇▇▇▇▇ Money as requested by the Demand. If within said 5- business day period Escrow Holder receives from the non-demanding party its notice of objection to the Demand, then Escrow Holder will continue to hold the ▇▇▇▇▇▇▇ Money until it is in receipt of a joint order as aforesaid, but after sixty (60) days Escrow Holder may deposit the ▇▇▇▇▇▇▇ Money with a court of competent jurisdiction.
B. Except as set forth in Paragraph 4.A. above, the Escrow Holder is instructed to hold the ▇▇▇▇▇▇▇ Money until the Escrow Holder is in receipt of: (i) subject to paragraphs a joint written direction from Seller (dor Seller's Counsel) and (e) below 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 Majority Lenders Purchaser (or the Facility Agent on their behalfPurchaser's Counsel);
; or (ii) not be liable for an order, judgment or decree addressed to Escrow Holder which is entered or issued by any act (or omission) if it acts (or refrains from acting) in accordance with paragraph (i) above (or if this Agreement stipulates court and which determines the matter is a decision for any other Lender or group disposition of Lenders in accordance with instructions given to it by that Lender or group of Lenders)the ▇▇▇▇▇▇▇ Money and all interest earned.
(b) The Security Agent shall C. Any party delivering a notice required or permitted under this Escrow Agreement must simultaneously deliver copies of such notice to all parties listed in Section 1 of this Escrow Agreement. All required notices must be entitled to request instructionseither personally delivered, sent by certified or registered mail, postage prepaid, return receipt requested, or clarification of any instructionsent by overnight courier and, from the Majority Lenders (or the Facility Agent on their behalf) (orin all instances, if this Agreement stipulates the matter is a decision for any other Lender or group of Lenders, from that Lender or group of Lenders) as to whether, and in what manner, it should exercise or refrain from exercising any right, power, authority or discretion and the Security Agent may refrain from acting unless and until it receives those instructions or that clarification.
(c) Save in the case of decisions stipulated to be a matter for any other Lender or group of Lenders under this Agreement and unless a contrary intention appears in this Agreement, any instructions given to the Security Agent by the Majority Lenders shall override any conflicting instructions given by any other Parties and will be binding on all Secured Partiesdeemed to have been received upon delivery.
(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; 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, clauses 31.7 (No duty to account) to clause 31.12 (Exclusion of liability), clause 31.15 (Confidentiality) to clause 31.21 (Custodians and nominees) and clause 31.24 (Acceptance of title) to clause 31.28 (Disapplication of Trustee Acts).
(e) The Security Agent may refrain from acting in accordance with any instructions of any Lender or group of Lenders until it has received any indemnification and/or security that it may in its discretion require (which may be greater in extent than that contained in the Finance Documents and which may include payment in advance) for any cost, loss or liability (together with any associated VAT) which it may incur in complying with those instructions.
(f) Without prejudice to the provisions of the remainder of this clause 31.4, in the absence of instructions, the Security Agent may act (or refrain from acting) as it considers in its discretion to be appropriate.
Appears in 1 contract
Sources: Agreement of Sale (Captec Franchise Capital Partners L P Iv)
Instructions. (a) The Security Agent Holdco Agents and the Opco Agents shall:
(i) subject to paragraphs (d) and (e) below unless a contrary indication appears in this Deed, the draft Holdco Finance Documents or the Opco Finance Documents, exercise or refrain from exercising any right, power, authority or discretion vested in it as Security Agent agent in accordance with any instructions given to it by by:
(A) with respect to the HoldCo Agents, the Majority Lenders RID Financiers; and
(or B) with respect to the Facility Agent on their behalf)Opco Agents, the Majority Opco Financiers;
(ii) not be liable for any act (or omission) if it acts (or refrains from acting) in accordance with paragraph (i) above (or if this Agreement stipulates the matter is a decision for any other Lender or group of Lenders in accordance with instructions given to it by that Lender or group of Lenders)above.
(b) The Security Agent Each of the Holdco Agents and the Opco Agents shall be entitled to request instructions, or clarification of any instruction, from the Majority Lenders RID Financiers and the Majority Opco Financiers (or the Facility Agent on their behalf) (or, if this Agreement stipulates the matter is a decision for any other Lender or group of Lenders, from that Lender or group of Lendersas applicable) as to whether, and in what manner, it should exercise or refrain from exercising any right, power, authority or discretion and the Security Agent Holdco Agents and the Opco Agents (as applicable) may refrain from acting unless and until it receives those any such instructions or clarification that clarificationit has requested.
(c) Save in The Holdco Agents and the case of decisions stipulated to be a matter for any other Lender or group of Lenders under this Agreement and unless a contrary intention appears in this Agreement, any instructions given to the Security Agent by the Majority Lenders shall override any conflicting instructions given by any other Parties and will be binding on all Secured 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; 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, clauses 31.7 (No duty to account) to clause 31.12 (Exclusion of liability), clause 31.15 (Confidentiality) to clause 31.21 (Custodians and nominees) and clause 31.24 (Acceptance of title) to clause 31.28 (Disapplication of Trustee Acts).
(e) The Security Agent Opco Agents may refrain from acting in accordance with any instructions of any Lender of Majority RID Financiers or group of Lenders the Majority Opco Financiers (as applicable) until it has received any indemnification and/or security that it may in its discretion require (which may be greater in extent than that contained in the Finance Documents and which may include payment in advance) for any cost, loss or liability (together with any associated VAT) which it may incur in complying with those instructions.
(fd) Without prejudice to the provisions of the remainder of this clause 31.4, in In the absence of instructions, the Security Agent Holdco Agents and the Opco Agents (as applicable) may act (or refrain from acting) as it considers in its discretion to be appropriatein the best interest of the Original Financiers or the Opco Financiers (as applicable).
(e) The Holdco Agents and the Opco Agents are not authorised to act on behalf of an Original Financier or an Opco Financier (without first obtaining that Original Financier’s or Opco Financier’s consent (as applicable)) in any legal or arbitration proceedings relating to this Deed or any Restructuring Document.
Appears in 1 contract
Sources: Restructuring Implementation Deed
Instructions. (a) The Each of the Mezzanine Agent and the Mezzanine Security Agent shall:
(i) subject to paragraphs (d) and (e) below unless a contrary indication appears in a Finance Document, exercise or refrain from exercising any right, power, authority or discretion vested in it as Mezzanine Agent or Mezzanine Security Agent (as applicable) in accordance with any instructions given to it by by:
(A) all Lenders if the relevant Finance Document stipulates the matter is an all Lender decision; and
(B) in all other cases, the Majority Lenders (or the Facility Agent on their behalf);Lenders; and
(ii) not be liable for any act (or omission) if it acts (or refrains from acting) in accordance with paragraph (i) above (or or, if this Agreement stipulates the matter is a decision for any other Lender Finance Party or group of Lenders in accordance with instructions given to it by Finance Parties, from that Lender Finance Party or group of LendersFinance Parties).
(b) The Each of the Mezzanine Agent and the Mezzanine Security Agent shall be entitled to request instructions, or clarification of any instruction, from the Majority Lenders (or the Facility Agent on their behalf) (or, if this Agreement the relevant Finance Document stipulates the matter is a decision for any other Lender Finance Party or group of LendersFinance Parties, from that Lender Finance Party or group of LendersFinance Parties) as to whether, and in what manner, it should exercise or refrain from exercising any right, power, authority or discretion and the Mezzanine Agent or Mezzanine Security Agent (as applicable) may refrain from acting unless and until it receives those any such instructions or clarification that clarificationit has requested and shall incur no liability whatsoever as a result of so refraining from acting where it has not received such instructions or clarification requested by it.
(c) Save in the case of decisions stipulated to be a matter for any other Lender Finance Party or group of Lenders Finance Parties under this Agreement the relevant Finance Document and unless a contrary intention indication appears in this Agreementa Finance Document, any instructions given to the Mezzanine Agent or Mezzanine Security Agent (as applicable) by the Majority Lenders shall override any conflicting instructions given by any other Parties and will be binding on all Secured Finance Parties.
(d) Paragraph (a) above shall not apply:
(i) where a contrary indication appears in this Agreementa Finance Document;
(ii) where this Agreement a Finance Document requires the Mezzanine Agent or the Mezzanine Security Agent to act in a specified manner or to take a specified action; or;
(iii) in respect of any provision which protects the Mezzanine Agent’s or Mezzanine Security Agent's ’s own position in its personal capacity as opposed to its role of Mezzanine Agent or Mezzanine Security Agent for the relevant Finance Parties or Mezzanine Secured Parties (as applicable), including, without limitation, clauses 31.7 Clause 26.6 (No duty to accountfiduciary duties) to clause 31.12 Clause 26.11 (Exclusion of liability), clause 31.15 Clause 26.14 (Confidentiality) to clause 31.21 Clause 26.21 (Custodians and nominees) and clause 31.24 Clause 26.24 (Acceptance of title) to clause 31.28 Clause 26.27 (Disapplication of Trustee Acts);
(iv) in respect of the exercise of the Mezzanine Security Agent’s discretion to exercise a right, power or authority under any of:
(A) Clause 27.1 (Order of application);
(B) Clause 27.2 (Prospective liabilities); and
(C) Clause 27.5 (Permitted deductions).
(e) The If giving effect to instructions given by the Majority Lenders would (in the Mezzanine Agent’s or (as applicable) the Mezzanine Security Agent’s opinion) have an effect equivalent to an amendment or waiver referred to in Clause 36 (Amendments and waivers), the Mezzanine Agent or (as applicable) Mezzanine Security Agent shall not act in accordance with those instructions unless consent to it so acting is obtained from each Party (other than the Mezzanine Agent or Mezzanine 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 the Finance Documents where either:
(i) it has not received any instructions as to the exercise of that discretion; or
(ii) the exercise of that discretion is subject to paragraph (d)(iv) above, the Mezzanine Agent or Mezzanine Security Agent shall do so having regard to the interests of (in the case of the Mezzanine Agent) all the Finance Parties and (in the case of the Mezzanine Security Agent) all the Mezzanine Secured Parties.
(g) The Mezzanine Agent or the Mezzanine Security Agent (as applicable) may refrain from acting in accordance with any instructions of any Lender Finance Party or group of Lenders Finance Parties until it has received any indemnification and/or security that it may in its discretion require (which may be greater in extent than that contained in the Finance Documents and which may include payment in advance) for any cost, loss or liability (together with any associated applicable VAT) which it may incur in complying with those instructions.
(fh) Without prejudice to the provisions of the remainder of this clause 31.4Clause 26.3, in the absence of instructions, each of the Mezzanine Agent and the Mezzanine Security Agent may act (or refrain from acting) as it considers in its discretion to be appropriatein the best interest of (in the case of the Mezzanine Agent) the Finance Parties and (in the case of the Mezzanine Security Agent) the Mezzanine Secured Parties.
(i) Neither the Mezzanine Agent nor the Mezzanine Security Agent is authorised to act on behalf of a Mezzanine Secured Party (without first obtaining that Mezzanine Secured Party’s consent) in any legal or arbitration proceedings relating to any Finance Document. This paragraph (i) shall not apply to any legal or arbitration proceeding relating to the perfection, preservation or protection of rights under the Transaction Security Documents or enforcement of the Transaction Security or Transaction Security Documents.
Appears in 1 contract
Sources: Mezzanine Facility Agreement (American Realty Capital Global Trust II, Inc.)
Instructions. (a) The Security Agent shall:
(i) subject to paragraphs (d) and (e) below 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 by: 105
(A) all Lenders (or the Facility Agent on their behalf) if the relevant Finance Document stipulates the matter is an all Lender decision; and
(B) in all other cases, the Majority Lenders (or the Facility Agent on their behalf);; and
(ii) not be liable for any act (or omission) if it acts (or refrains from acting) in accordance with sub-paragraph (i) above (or if this Agreement stipulates the matter is a decision for any other Lender Finance Party or group of Lenders Finance Parties, in accordance with instructions given to it by that Lender Finance Party or group of LendersFinance Parties).
(b) The Security Agent shall be entitled to request instructions, or clarification of any instruction, from the Majority Lenders (or the Facility Agent on their behalf) (or, if this Agreement the relevant Finance Document stipulates the matter is a decision for any other Lender Finance Party or group of LendersFinance Parties, from that Lender Finance Party or group of LendersFinance Parties) 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 any such instructions or clarification that clarificationit has requested.
(c) Save in the case of decisions stipulated to be a matter for any other Lender Finance Party or group of Lenders Finance Parties under this Agreement the relevant Finance Document and unless a contrary intention indication appears in this Agreementa Finance Document, any instructions given to the Security Agent by the Majority Lenders shall override any conflicting instructions given by any other Parties and will be binding on all Secured Finance Parties.
(d) Paragraph (a) above shall not apply:
(i) where a contrary indication appears in this Agreementa Finance Document;
(ii) where this Agreement a Finance Document 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 relevant Secured Parties includingParties.
(iv) in respect of the exercise of the Security Agent's discretion to exercise a right, without limitation, clauses 31.7 power or authority under any of:
(No duty to accountA) to clause 31.12 Clause 29.27 (Exclusion Application of liabilityreceipts), clause 31.15 ;
(ConfidentialityB) to clause 31.21 Clause 29.28 (Custodians and nomineesPermitted Deductions); and
(C) and clause 31.24 Clause 29.29 (Acceptance of title) to clause 31.28 (Disapplication of Trustee ActsProspective liabilities).
(e) 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 42 (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 amendment or waiver. 106
(f) In exercising any discretion to exercise a right, power or authority under the Finance Documents where either:
(i) it has not received any instructions as to the exercise of that discretion; or
(ii) the exercise of that discretion is subject to sub-paragraph (iv) of paragraph (d) above, the Security Agent shall do so having regard to the interests of all the Secured Parties.
(g) The Security Agent may refrain from acting in accordance with any instructions of any Lender Finance Party or group of Lenders Finance Parties until it has received any indemnification and/or security that it may in its discretion require (which may be greater in extent than that contained in the Finance Documents and which may include payment in advance) for any cost, loss or liability (together with any associated applicable VAT) which it may incur in complying with those instructions.
(fh) Without prejudice to the provisions of the remainder of this clause 31.4Clause 29.4 (Instructions), in the absence of instructions, the Security Agent may act (or refrain from actingbut shall not be obliged to) take such action in the exercise of its powers and duties under the Finance Documents as it considers in its discretion to be appropriate.
(i) The Security Agent is not authorised to act on behalf of a Finance Party (without first obtaining that Finance Party's consent) in any legal or arbitration proceedings relating to any Finance Document. This paragraph (i) 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 Transaction Security or Security Documents.
Appears in 1 contract
Sources: Term Loan Facility Agreement (Navios Maritime Partners L.P.)
Instructions. (a) The Security Agent shall:
(i) subject to paragraphs (d) and (e) below 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 by:
(A) all Lenders (or the Facility Agent on their behalf) if the relevant Finance Document stipulates the matter is an all Lender decision; and
(B) in all other cases, the Majority Lenders (or the Facility Agent on their behalf);; and
(ii) not be liable for any act (or omission) if it acts (or refrains from acting) in accordance with sub-paragraph (i) above (or if this Agreement stipulates the matter is a decision for any other Lender Finance Party or group of Lenders Finance Parties, in accordance with instructions given to it by that Lender Finance Party or group of LendersFinance Parties).
(b) The Security Agent shall be entitled to request instructions, or clarification of any instruction, from the Majority Lenders (or the Facility Agent on their behalf) (or, if this Agreement the relevant Finance Document stipulates the matter is a decision for any other Lender Finance Party or group of LendersFinance Parties, from that Lender Finance Party or group of LendersFinance Parties) 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 any such instructions or clarification that clarificationit has requested.
(c) Save in the case of decisions stipulated to be a matter for any other Lender Finance Party or group of Lenders Finance Parties under this Agreement the relevant Finance Document and unless a contrary intention indication appears in this Agreementa Finance Document, any instructions given to the Security Agent by the Majority Lenders shall override any conflicting instructions given by any other Parties and will be binding on all Secured Finance Parties.
(d) Paragraph (a) above shall not apply:
(i) where a contrary indication appears in this Agreementa Finance Document;
(ii) where this Agreement a Finance Document 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 relevant Secured Parties includingParties.
(iv) in respect of the exercise of the Security Agent's discretion to exercise a right, without limitation, clauses 31.7 power or authority under any of:
(No duty to accountA) to clause 31.12 Clause 30.28 (Exclusion Application of liabilityreceipts), clause 31.15 ;
(ConfidentialityB) to clause 31.21 Clause 30.29 (Custodians and nomineesPermitted Deductions); and
(C) and clause 31.24 Clause 30.30 (Acceptance of title) to clause 31.28 (Disapplication of Trustee ActsProspective liabilities).
(e) 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 43 (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 amendment or waiver.
(f) In exercising any discretion to exercise a right, power or authority under the Finance Documents where either:
(i) it has not received any instructions as to the exercise of that discretion; or
(ii) the exercise of that discretion is subject to sub-paragraph (iv) of paragraph (d) above, the Security Agent shall do so having regard to the interests of all the Secured Parties.
(g) The Security Agent may refrain from acting in accordance with any instructions of any Lender Finance Party or group of Lenders Finance Parties until it has received any indemnification and/or security that it may in its discretion require (which may be greater in extent than that contained in the Finance Documents and which may include payment in advance) for any cost, loss or liability (together with any associated applicable VAT) which it may incur in complying with those instructions.
(fh) Without prejudice to the provisions of the remainder of this clause 31.4Clause 30.4 (Instructions), in the absence of instructions, the Security Agent may act (or refrain from actingbut shall not be obliged to) take such action in the exercise of its powers and duties under the Finance Documents as it considers in its discretion to be appropriate.
(i) The Security Agent is not authorised to act on behalf of a Finance Party (without first obtaining that Finance Party's consent) in any legal or arbitration proceedings relating to any Finance Document. This paragraph (i) 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 Transaction Security or Security Documents.
Appears in 1 contract
Sources: Facility Agreement (Taylor Maritime Investments LTD)
Instructions. (a) The Security Facility Agent shall:
(i) subject to paragraphs (d) and (e) below 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 Facility Agent in accordance with any instructions given to it by by:
(A) all Lenders if the relevant Finance Document stipulates the matter is an all Lender decision; and
(B) in all other cases, the Majority Lenders (or the Facility Agent on their behalf);Lenders; and
(ii) not be liable for any act (or omission) if it acts (or refrains from acting) in accordance with sub-paragraph (i) above (or or, if this Agreement stipulates the matter is a decision for any other Lender Finance Party or group of Lenders in accordance with instructions given to it by Finance Parties, from that Lender Finance Party or group of LendersFinance Parties).
(b) The Security Facility Agent shall be entitled to request instructions, or clarification of any instruction, from the Majority Lenders (or the Facility Agent on their behalf) (or, if this Agreement the relevant Finance Document stipulates the matter is a decision for any other Lender Finance Party or group of LendersFinance Parties, from that Lender Finance Party or group of LendersFinance Parties) as to whether, and in what manner, it should exercise or refrain from exercising any right, power, authority or discretion and the Security Facility Agent may refrain from acting unless and until it receives those any such instructions or clarification that clarificationit has requested.
(c) Save in the case of decisions stipulated to be a matter for any other Lender Finance Party or group of Lenders Finance Parties under this Agreement the relevant Finance Document and unless a contrary intention indication appears in this Agreementa Finance Document, any instructions given to the Security Facility Agent by the Majority Lenders shall override any conflicting instructions given by any other Parties and will be binding on all Secured Finance Parties.
(d) Paragraph (a) above shall not apply:
(i) where a contrary indication appears in this Agreementa Finance Document;
(ii) where this Agreement a Finance Document requires the Security Facility Agent to act in a specified manner or to take a specified action; or;
(iii) in respect of any provision which protects the Security Facility Agent's ’s own position in its personal capacity as opposed to its role of Security Facility Agent for the Secured Parties including, without limitation, clauses 31.7 (No duty to account) to clause 31.12 (Exclusion of liability), clause 31.15 (Confidentiality) to clause 31.21 (Custodians and nominees) and clause 31.24 (Acceptance of title) to clause 31.28 (Disapplication of Trustee Acts)relevant Finance Parties.
(e) If giving effect to instructions given by the Majority Lenders would in the Facility Agent’s opinion have an effect equivalent to an amendment or waiver referred to in Clause 43 (Amendments and Waivers), the Facility Agent shall not act in accordance with those instructions unless consent to it so acting is obtained from each Party (other than the Facility 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 the Finance Documents where it has not received any instructions as to the exercise of that discretion the Facility Agent shall do so having regard to the interests of all the Finance Parties.
(g) The Security Facility Agent may refrain from acting in accordance with any instructions of any Lender Finance Party or group of Lenders Finance Parties until it has received any indemnification and/or security that it may in its discretion require (which may be greater in extent than that contained in the Finance Documents and which may include payment in advance) for any cost, loss or liability (together with any associated applicable VAT) which it may incur in complying with those instructions.
(fh) Without prejudice to the provisions of the remainder of this clause 31.4Clause 31.2 (Instructions), in the absence of instructions, the Security Facility Agent shall not be obliged to take any action (or refrain from taking action) even if it considers acting or not acting to be in the best interests of the Finance Parties. The Facility Agent may act (or refrain from acting) as it considers in its discretion to be appropriatein the best interest of the Finance Parties.
(i) The Facility Agent is not authorised to act on behalf of a Finance Party (without first obtaining that Finance Party’s consent) in any legal or arbitration proceedings relating to any Finance Document. This paragraph (i) 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 Transaction Security or Security Documents.
Appears in 1 contract
Instructions. (a) The Each of the Agent and the Security Agent shall:
(i) subject to paragraphs (d) and (e) below unless a contrary indication appears in a Finance Document, exercise or refrain from exercising any right, power, authority or discretion vested in it as Agent or Security Agent (as applicable) in accordance with any instructions given to it by by:
(A) all Lenders if the relevant Finance Document stipulates the matter is an all Lender decision; and
(B) in all other cases, the Majority Lenders (or the Facility Agent on their behalf);Lenders; and
(ii) not be liable for any act (or omission) if it acts (or refrains from acting) in accordance with paragraph (i) above (or or, if this Agreement stipulates the matter is a decision for any other Lender Finance Party or group of Lenders in accordance with instructions given to it by Finance Parties, from that Lender Finance Party or group of LendersFinance Parties).
(b) The Each of the Agent and the Security Agent shall be entitled to request instructions, or clarification of any instruction, from the Majority Lenders (or the Facility Agent on their behalf) (or, if this Agreement the relevant Finance Document stipulates the matter is a decision for any other Lender Finance Party or group of LendersFinance Parties, from that Lender Finance Party or group of LendersFinance Parties) as to whether, and in what manner, it should exercise or refrain from exercising any right, power, authority or discretion and the Agent or Security Agent (as applicable) may refrain from acting unless and until it receives those any such instructions or clarification that clarificationit has requested.
(c) Save in the case of decisions stipulated to be a matter for any other Lender Finance Party or group of Lenders Finance Parties under this Agreement the relevant Finance Document and unless a contrary intention indication appears in this Agreementa Finance Document, any instructions given to the Agent or Security Agent (as applicable) by the Majority Lenders shall override any conflicting instructions given by any other Parties and will be binding on all Secured Finance Parties.
(d) Paragraph (a) above shall not apply:
(i) where a contrary indication appears in this Agreementa Finance Document;
(ii) where this Agreement a Finance Document requires the Agent or 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 Agent’s or Security Agent's ’s own position in its personal capacity as opposed to its role of Agent or Security Agent for the relevant Finance Parties or Secured Parties (as applicable) including, without limitation, clauses 31.7 Clause 29.5 (No duty to accountfiduciary duties) to clause 31.12 Clause 29.10 (Exclusion of liability), clause 31.15 Clause 29.13 (Confidentiality) to clause 31.21 Clause 29.21 (Custodians and nominees) and clause 31.24 Clause 29.24 (Acceptance of title) to clause 31.28 Clause 29.27 (Disapplication of Trustee Acts);
(iv) in respect of the exercise of the Security Agent’s discretion to exercise a right, power or authority under any of:
(A) Clause 30.1 (Order of application);
(B) Clause 30.2 (Prospective liabilities); and
(C) Clause 30.5 (Permitted deductions).
(e) The If giving effect to instructions given by the Majority Lenders would (in the Agent’s or (as applicable) the Security Agent’s opinion) have an effect equivalent to an amendment or waiver referred to in Clause 38 (Amendments and Waivers), the Agent or (as applicable) Security Agent shall not act in accordance with those instructions unless consent to it so acting is obtained from each Party (other than the Agent or 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 the Finance Documents where either:
(i) it has not received any instructions as to the exercise of that discretion; or
(ii) the exercise of that discretion is subject to paragraph (d)(iv) above, the Agent or Security Agent shall do so having regard to the interests of (in the case of the Agent) all the Finance Parties and (in the case of the Security Agent) all the Secured Parties.
(g) The Agent or the Security Agent (as applicable) may refrain from acting in accordance with any instructions of any Lender Finance Party or group of Lenders Finance Parties until it has received any indemnification and/or security that it may in its discretion require (which may be greater in extent than that contained in the Finance Documents and which may include payment in advance) for any cost, loss or liability (together with any associated applicable VAT) which it may incur in complying with those instructions.
(fh) Without prejudice to the provisions of the remainder of this clause 31.4, Clause 29.3 (Instructions) in the absence of instructions, each of the Agent and the Security Agent may act (or refrain from acting) as it considers in its discretion to be appropriatein the best interest of (in the case of the Agent) the Finance Parties and (in the case of the Security Agent) the Secured Parties.
(i) Neither the Agent nor the Security Agent is authorised to act on behalf of a Finance Party (without first obtaining that Finance Party’s consent) in any legal or arbitration proceedings relating to any Finance Document. This paragraph (i) 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 Transaction Security or Security Documents.
Appears in 1 contract
Sources: Secured Term Loan Facility (Mohegan Tribal Gaming Authority)
Instructions. (a) The Security Agent shall:
(i) subject to paragraphs (d) and (e) below 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 by:
(A) all Lenders if the relevant Finance Document stipulates the matter is an all Lender decision; and
(B) in all other cases, the Majority Lenders (or the Facility Agent on their behalf);Lenders; and
(ii) not be liable for any act (or omission) if it acts (or refrains from acting) in accordance with paragraph (i) above (or if this Agreement stipulates the matter is a decision for any other Lender or group of Lenders in accordance with instructions given to it by that Lender or group of Lenders)above.
(b) The Security Agent shall be entitled to request instructions, or clarification of any instruction, from the Majority Lenders (or the Facility Agent on their behalf) (or, if this Agreement the relevant Finance Document stipulates the matter is a decision for any other Lender or group of Lenders, from that Lender or group of Lenders) as to whether, and in what manner, it should exercise or refrain from exercising any right, power, authority or discretion and the Security discretion. The Agent may refrain from acting unless and until it receives those any such instructions or clarification that clarificationit has requested.
(c) Save in the case of decisions stipulated to be a matter for any other Lender or group of Lenders under this Agreement the relevant Finance Document and unless a contrary intention indication appears in this Agreementa Finance Document, any instructions given to the Security Agent by the Majority Lenders shall override any conflicting instructions given by any other Parties and will be binding on all Secured Finance 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; 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, clauses 31.7 (No duty to account) to clause 31.12 (Exclusion of liability), clause 31.15 (Confidentiality) to clause 31.21 (Custodians and nominees) and clause 31.24 (Acceptance of title) to clause 31.28 (Disapplication of Trustee Acts).
(e) The Security Agent may refrain from acting in accordance with any instructions of any Lender or group of Lenders until it has received any indemnification and/or security that it may in its discretion require (which may be greater in extent than that contained in the Finance Documents and which may include payment in advance) for any cost, loss or liability (together with any associated VAT) which it may incur in complying with those instructions.
(fe) Without prejudice to the provisions of the remainder of this clause 31.4, in In the absence of instructions, the Security Agent may act (or refrain from acting) as it considers in its discretion to be appropriatein the best interest of the Lenders. APJ/076001.00588/98366820.7Page 85
(f) The Agent is not authorised to act on behalf of a Lender (without first obtaining that Lender's ▇▇▇▇▇nt) in any legal or arbitration proceedings relating to any Finance Document.
Appears in 1 contract
Sources: Single Currency Revolving Facility Agreement (StoneX Group Inc.)
Instructions. (a) The Security Each of the Facility Agent and Collateral Agent shall:
(i) subject unless expressly provided to paragraphs (d) and (e) below the contrary in a Finance Document, exercise or refrain from exercising any right, power, authority or discretion vested in it such Party (as Security Agent applicable) in accordance with any instructions given to it by by:
(A) all Senior Lenders if the relevant Finance Document stipulates the matter is an all Senior Lender decision;
(B) the Supermajority Senior Lenders, if the relevant Finance Document stipulates the matter is a Supermajority Senior Lender decision; and
(C) in all other cases, the Majority Lenders (or the Facility Agent on their behalf);Senior Lenders; and
(ii) not be liable for any act (or omission) if it acts (or refrains from acting) in accordance with paragraph (i) above (or or, if this Agreement stipulates the matter is a decision for any other Lender Finance Party or group of Lenders in accordance with instructions given to it by Finance Parties, from that Lender Finance Party or group of LendersFinance Parties).
(b) The Security Each of the Facility Agent and the Collateral Agent shall be entitled to request instructions, or clarification of any instruction, from the Majority Senior Lenders (or the Facility Agent on their behalf) (or, if this Agreement the relevant Finance Document stipulates the matter is a decision for any other Lender Finance Party or group of LendersFinance Parties, from that Lender Finance Party or group of LendersFinance Parties) as to whether, and in what manner, it should exercise or refrain from exercising any right, power, authority or discretion provided for in any Finance Document and the Security Facility Agent or the Collateral Agent (as applicable) may refrain from acting unless and until it receives those any such instructions or clarification that clarificationit has requested.
(c) Save in the case of decisions stipulated to be a matter for any other Lender or group of Lenders Any instructions under this Agreement and unless a contrary intention appears in this Agreement, or any instructions other Finance Document given to the Security Collateral Agent by the Senior Lenders, the Supermajority Senior Lenders or the Majority Senior Lenders shall override be given to the Collateral Agent by the Facility Agent acting on behalf of the Senior Lenders, the Supermajority Senior Lenders or the Majority Senior Lenders, as the case may be. The Collateral Agent is not to be liable to any conflicting Secured Party for any action it takes where it acts on the instructions given of the Facility Agent (on behalf of the Senior Lenders, the Supermajority Senior Lenders or the Majority Senior Lenders, as applicable) in the exercise of any right, power or discretion or any matter not expressly provided for in the Finance Documents and may assume without enquiry or liability that the Facility Agent has been duly instructed by any other Parties and the Senior Lenders, the Supermajority Senior Lenders or Majority Senior Lenders, as applicable, to give such instruction. Any instructions of the Facility Agent (on behalf of the Senior Lenders, the Supermajority Senior Lenders or Majority Senior Lenders, as applicable) will be binding on all Secured PartiesParties The Collateral Agent shall carry out all dealings with the Senior Lenders through the Facility Agent and shall deliver to the Facility Agent any notice or other communication required to be delivered by the Collateral Agent to the Senior Lenders.
(d) [Reserved].
(e) Paragraph (a) above shall not apply:
(i) where expressly provided to the contrary in a contrary indication appears in this AgreementFinance Document;
(ii) where this Agreement a Finance Document requires the Security Facility Agent or the Collateral Agent to act in a specified manner or to take a specified action; or;
(iii) in respect of any provision which protects the Security Facility Agent's ’s or Collateral Agent’s own position in its personal capacity as opposed to its role of Security Agent for the Secured Parties including, without limitationlimitation (to the extent applicable), clauses 31.7 Clause 27.5 (No duty to accountfiduciary duties) to clause 31.12 Clause 27.10 (Exclusion of liability), clause 31.15 Clause 27.13 (Confidentiality) to clause 31.21 Clause 27.21 (Custodians and nominees), Clause 27.22 (Account banks and nominees) and clause 31.24 Clause 27.25 (Acceptance of title);
(iv) in respect of the exercise of the Collateral Agent’s discretion to clause 31.28 (Disapplication exercise a right, power or authority to apply amounts received by it in accordance with the applicable Priorities of Trustee Acts)Payment.
(ef) The Security Facility Agent or the Collateral Agent (as applicable) may refrain from acting in accordance with any instructions of any Lender Finance Party or group of Lenders Finance Parties until it has received any indemnification and/or security and/or prefunding 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 Liability under any associated VAT) applicable law or howsoever caused which it may incur in complying with those instructions.
(fg) Without prejudice to the provisions of the remainder of this clause 31.4Clause 27.3 (Instructions), in the absence of instructionsinstructions or where the exercise of that discretion is subject to paragraph (e)(iv) above, each of the Security Facility Agent and the Collateral Agent may but shall not be required to act (or refrain from acting) as it considers in its discretion to be appropriatein the best interest of (in the case of the Facility Agent) the Senior Lenders and (in the case of the Collateral Agent) the Secured Parties.
(h) The Facility Agent is not authorised to act on behalf of a Senior Lender (without first obtaining that Senior ▇▇▇▇▇▇’s consent) in any legal or arbitration proceedings relating to any Finance Document except any legal or arbitration proceeding relating to the perfection, preservation or protection of rights under the Finance Documents or enforcement of the Transaction Security or Finance Documents.
Appears in 1 contract
Sources: Facility Agreement (Partners Group Lending Fund, LLC)
Instructions. (a) The Security Facility Agent shall:
(i) subject to paragraphs (d) and (e) below 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 Facility Agent in accordance with any instructions given to it by the Majority Lenders (or the Facility Agent on their behalf);Lenders; and
(ii) not be liable for any act (or omission) if it acts (or refrains from acting) in accordance with paragraph (i) above (or if this Agreement stipulates the matter is a decision for any other Lender or group of Lenders in accordance with instructions given to it by that Lender or group of Lenders)above.
(b) The Security Facility Agent shall be entitled to request instructions, or clarification of any instruction, regarding any action it may take or refrain from taking, from the Majority Lenders (or the Facility Agent on their behalf) (or, if this Agreement the relevant Finance Document stipulates the matter is a decision for any other Lender or group of LendersLender, from that Lender or group of LendersLender) as to whether, and in what manner, it should exercise or refrain from exercising any right, power, authority or discretion and the Security discretion. The Facility Agent may refrain from acting unless and until it receives those any such instructions or clarification that clarificationit has requested.
(c) Save in the case of decisions stipulated to be a matter for any other Lender or group of Lenders under this Agreement the relevant Finance Document and unless a contrary intention indication appears in this Agreementa Finance Document, any instructions given to the Security Facility Agent by the Majority Lenders shall override any conflicting instructions given by any other Parties and will be binding on all Secured Finance 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; 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, clauses 31.7 (No duty to account) to clause 31.12 (Exclusion of liability), clause 31.15 (Confidentiality) to clause 31.21 (Custodians and nominees) and clause 31.24 (Acceptance of title) to clause 31.28 (Disapplication of Trustee Acts).
(e) The Security Facility Agent may refrain from acting in accordance with any instructions of any Lender or group of Lenders any other Party until it has received any indemnification and/or security that it may in its discretion require (which may be greater in extent than that contained in the Finance Documents and which may include payment in advance) for any cost, loss or liability (together with any associated VAT) which it may incur in complying with those instructions.
(fe) Without prejudice to the provisions of the remainder of this clause 31.4, in In the absence of instructionsinstructions from the applicable Lender, the Security Facility Agent may act (or refrain from acting) as it considers may determine in its discretion absolute discretion.
(f) The Facility Agent is not authorized to be appropriateact on behalf of a Lender (without first obtaining that ▇▇▇▇▇▇'s consent) in any legal or arbitration proceedings relating to any Finance Document.
Appears in 1 contract
Sources: Facility Agreement
Instructions. (a) The Security Agent shall:
(i) subject to paragraphs (d) and (e) below 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 by:
(A) all Lenders (or the Facility Agent on their behalf) if the relevant Finance Document stipulates the matter is an all Lender decision; and
(B) in all other cases, the Majority Lenders (or the Facility Agent on their behalf);; and
(ii) not be liable for any act (or omission) if it acts (or refrains from acting) in accordance with sub-paragraph (i) above (or if this Agreement stipulates the matter is a decision for any other Lender Finance Party or group of Lenders Finance Parties, in accordance with instructions given to it by that Lender Finance Party or group of LendersFinance Parties).
(b) The Security Agent shall be entitled to request instructions, or clarification of any instruction, from the Majority Lenders (or the Facility Agent on their behalf) (or, if this Agreement the relevant Finance Document stipulates the matter is a decision for any other Lender Finance Party or group of LendersFinance Parties, from that Lender Finance Party or group of LendersFinance Parties) 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 any such instructions or clarification that clarificationit has requested.
(c) Save in the case of decisions stipulated to be a matter for any other Lender Finance Party or group of Lenders Finance Parties under this Agreement the relevant Finance Document and unless a contrary intention indication appears in this Agreementa Finance Document, any instructions given to the Security Agent by the Majority Lenders shall override any conflicting instructions given by any other Parties and will be binding on all Secured Finance Parties.
(d) Paragraph (a) above shall not apply:
(i) where a contrary indication appears in this Agreementa Finance Document;
(ii) where this Agreement a Finance Document 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 relevant Secured Parties includingParties.
(iv) in respect of the exercise of the Security Agent's discretion to exercise a right, without limitation, clauses 31.7 power or authority under any of:
(No duty to accountA) to clause 31.12 (Exclusion of liability), clause 31.15 (Confidentiality) to clause 31.21 (Custodians and nominees) and clause 31.24 (Acceptance of title) to clause Clause 31.28 (Disapplication Application of Trustee Actsreceipts);
(B) Clause 31.29 (Permitted Deductions); and
(C) Clause 31.30 (Prospective liabilities).
(e) 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 45 (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 amendment or waiver.
(f) In exercising any discretion to exercise a right, power or authority under the Finance Documents where either:
(i) it has not received any instructions as to the exercise of that discretion; or
(ii) the exercise of that discretion is subject to sub-paragraph (iv) of paragraph (d) above, the Security Agent shall do so having regard to the interests of all the Secured Parties.
(g) The Security Agent may refrain from acting in accordance with any instructions of any Lender Finance Party or group of Lenders Finance Parties until it has received any indemnification and/or security that it may in its discretion require (which may be greater in extent than that contained in the Finance Documents and which may include payment in advance) for any cost, loss or liability (together with any associated applicable VAT) which it may incur in complying with those instructions.
(fh) Without prejudice to the provisions of the remainder of this clause 31.4Clause 31.4 (Instructions), in the absence of instructions, the Security Agent may act (or refrain from actingbut shall not be obliged to) take such action in the exercise of its powers and duties under the Finance Documents as it considers in its discretion to be appropriate.
(i) The Security Agent is not authorised to act on behalf of a Finance Party (without first obtaining that Finance Party's consent) in any legal or arbitration proceedings relating to any Finance Document. This paragraph (i) 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 Transaction Security or Security Documents.
Appears in 1 contract
Instructions. (a) The Security Administrative Agent shall:
shall (i) subject to paragraphs (d) and (e) below unless a contrary indication appears in a Credit Document, exercise or refrain from exercising any right, power, authority or discretion vested in it as Security Administrative Agent in accordance with any instructions given to it by (A) all Lenders if the Majority relevant Credit Document stipulates the matter is an all Lender decision, and (B) in all other cases, the Required Lenders, the European Required Lenders or the French Required Lenders (or the Facility Agent on their behalfas applicable);
(ii) , and not be liable for any act (or omission) if it acts (or refrains from acting) in accordance with paragraph (i) above (or if this Agreement stipulates the matter is a decision for any other Lender or group of Lenders in accordance with instructions given to it by that Lender or group of Lenders)above.
(b) The Security Administrative Agent shall be entitled to request instructions, or clarification of any instruction, from the Majority Required Lenders, the European Required Lenders or the French Required Lenders (or the Facility Agent on their behalfas applicable) (or, if this Agreement the relevant Credit Document stipulates the matter is a decision for any other Lender or group of Lenders, from that Lender or group of Lenders) as to whether, and in what manner, it should exercise or refrain from exercising any right, power, authority or discretion and the Security Administrative Agent may refrain from acting unless and until it receives those instructions or that clarification.
(c) Save in the case of decisions stipulated to be a matter for any other Lender or group of Lenders under this Agreement the relevant Credit Document and unless a contrary intention indication appears in this Agreementa Credit Document, any instructions given to the Security Administrative Agent by the Majority Required Lenders, the European Required Lenders or the French Required Lenders (as applicable) shall override any conflicting instructions given by any other Parties parties and will be binding on all Secured PartiesParties save for the Collateral Agent.
(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; 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, clauses 31.7 (No duty to account) to clause 31.12 (Exclusion of liability), clause 31.15 (Confidentiality) to clause 31.21 (Custodians and nominees) and clause 31.24 (Acceptance of title) to clause 31.28 (Disapplication of Trustee Acts).
(e) The Security Administrative Agent may refrain from acting in accordance with any instructions of any Lender or group of Lenders until it has received any indemnification and/or security that it may in its discretion require (which may be greater in extent than that contained in the Finance Credit Documents and which may include payment in advance) for any cost, loss or liability (together with any associated VAT) which it may incur in complying with those instructions.
(fe) Without prejudice to the provisions of the remainder of this clause 31.4, in In the absence of instructions, the Security Administrative Agent may act (or refrain from acting) as it considers in its discretion to be appropriatein the best interest of the Lenders.
Appears in 1 contract
Sources: Abl Credit Agreement (Univar Inc.)
Instructions. (a) 20.3.1 The Security Facility Agent shall:
(i) subject to paragraphs (d) and (e) below 20.3.1.1 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 by:
(a) all Lenders if the relevant Finance Document stipulates the matter is an all Lender decision; and
(b) in all other cases, the Majority Lenders (or the Facility Agent on their behalf);Lenders; and
(ii) 20.3.1.2 not be liable for any act (or omission) if it acts (or refrains from acting) in accordance with paragraph (i) above (or if this Agreement stipulates the matter is a decision for any other Lender or group of Lenders in accordance with instructions given to it by that Lender or group of Lenders)Clause 20.3.1.1.
(b) 20.3.2 The Security Facility Agent shall be entitled to request instructions, or clarification of any instruction, from the Majority Lenders (or the Facility Agent on their behalf) (or, if this Agreement the relevant Finance Document stipulates the matter is a decision for any other Lender or group of Lenders, from that Lender or group of Lenders) as to whether, and in what manner, it should exercise or refrain from exercising any right, power, authority or discretion and the Security discretion. The Facility Agent may refrain from acting unless and until it receives those any such instructions or clarification that clarificationit has requested.
(c) 20.3.3 Save in the case of decisions stipulated to be a matter for any other Lender or group of Lenders under this Agreement the relevant Finance Document and unless a contrary intention indication appears in this Agreementa Finance Document, any instructions given to the Security Facility Agent by the Majority Lenders shall override any conflicting instructions given by any other Parties and will be binding on all Secured Finance 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; 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, clauses 31.7 (No duty to account) to clause 31.12 (Exclusion of liability), clause 31.15 (Confidentiality) to clause 31.21 (Custodians and nominees) and clause 31.24 (Acceptance of title) to clause 31.28 (Disapplication of Trustee Acts).
(e) 20.3.4 The Security Facility Agent may refrain from acting in accordance with any instructions of any Lender or group of Lenders until it has received any indemnification and/or security that it may in its discretion require (which may be greater in extent than that contained in the Finance Documents and which may include payment in advance) for any cost, loss or liability (together with any associated VAT) which it may incur in complying with those instructions.
(f) Without prejudice to the provisions of the remainder of this clause 31.4, in 20.3.5 In the absence of instructions, the Security Facility Agent may act (or refrain from acting) as it considers in its discretion to be appropriatein the best interest of the Lenders.
20.3.6 The Facility Agent is not authorised to act on behalf of a Lender (without first obtaining that ▇▇▇▇▇▇'s consent) in any legal or arbitration proceedings relating to any Finance Document.
Appears in 1 contract
Instructions. (a) The Each of the Facility Agent and the Security Agent shall:
(i) subject to paragraphs (d) and (e) below 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 by:
(A) all Lenders if the relevant Finance Document stipulates the matter is an all Lender decision; and
(B) in all other cases, (as stipulated in the relevant Finance Document) the Majority Lenders, the Majority Term Loan Lenders or the Majority Facility E Lenders (or as the Facility Agent on their behalfcase may be);; and
(ii) not be liable for any act (or omission) if it acts (or refrains from acting) in accordance with sub-paragraph (i) above (or if this Agreement stipulates the matter is a decision for any other Lender or group of Lenders in accordance with instructions given to it by that Lender or group of Lenders)above.
(b) The Each of Facility Agent and the Security Agent shall be entitled to request instructions, or clarification of any instruction, from the Majority Lenders (or the Facility Agent on their behalf) (or, if this Agreement the relevant Finance Document stipulates the matter is a decision for any other Lender or group of Lenders, from that Lender or group of Lenders) as to whether, and in what manner, it should exercise or refrain from exercising any right, power, authority or discretion and the Facility Agent and the Security Agent may refrain from acting unless and until it receives those any such instructions or clarification that clarificationit has requested.
(c) Save in the case of decisions stipulated to be a matter for any other Lender or group of Lenders under this Agreement the relevant Finance Document and unless a contrary intention indication appears in this Agreementa Finance Document, any instructions given to the Facility Agent or the Security Agent by the Majority Lenders shall override any conflicting instructions given by any other Parties and will be binding on all Secured Finance Parties.
(d) Paragraph (a) above shall not apply:
(i) where a Notwithstanding anything to the 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 Finance Document, the Security Agent's own position in its personal capacity as opposed to its role of Security Facility Agent for and the Secured Parties including, without limitation, clauses 31.7 (No duty to account) to clause 31.12 (Exclusion of liability), clause 31.15 (Confidentiality) to clause 31.21 (Custodians and nominees) and clause 31.24 (Acceptance of title) to clause 31.28 (Disapplication of Trustee Acts).
(e) The Security Agent may refrain from acting in accordance with any instructions of any Lender or group of Lenders until it has received any indemnification and/or security that it may in its discretion require (which may be greater in extent than that contained in the Finance Documents and which may include payment in advance) for any cost, loss or liability (together with any associated VAT) which it may incur in complying with those instructions.
(fe) Without prejudice to the provisions of the remainder of this clause 31.4, in In the absence of instructions, the Facility Agent and the Security Agent may act (or refrain from acting) as it considers in its discretion to be appropriatein the best interest of the Lenders.
(f) Neither the Facility Agent nor the Security Agent is authorised to act on behalf of a Secured Party (without first obtaining that Secured Party’s consent) in any legal or arbitration proceedings relating to any Transaction Document. This Paragraph (f) shall not apply to any legal or arbitration proceeding relating to the perfection, preservation or protection of rights under the Transaction Security Documents or enforcement of the Transaction Security or Transaction Security Documents.
Appears in 1 contract
Instructions. (a) The Security Agent shall:
(i) subject to paragraphs (d) and (e) below 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 by:
(A) all Lenders if the relevant Finance Document stipulates the matter is an all Lender decision; and
(B) in all other cases, the Majority Lenders (or the Facility Agent on their behalf);Lenders; and
(ii) not be liable for any act (or omission) if it acts (or refrains from acting) in accordance with paragraph (i) above (or if this Agreement stipulates the matter is a decision for any other Lender or group of Lenders in accordance with instructions given to it by that Lender or group of Lenders)above.
(b) The Security Agent shall be entitled to request instructions, or clarification of any instruction, from the Majority Lenders (or the Facility Agent on their behalf) (or, if this Agreement the relevant Finance Document stipulates the matter is a decision for any other Lender or group of Lenders, from that Lender or group of Lenders) as to whether, and in what manner, it should exercise or refrain from exercising any right, power, authority or discretion and the Security discretion. The Agent may refrain from acting unless and until it receives those any such instructions or clarification that clarificationit has requested.
(c) Save in the case of decisions stipulated to be a matter for any other Lender or group of Lenders under this Agreement the relevant Finance Document and unless a contrary intention indication appears in this Agreementa Finance Document, any instructions given to the Security Agent by the Majority Lenders shall override any conflicting instructions given by any other Parties and will be binding on all Secured Finance 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; 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, clauses 31.7 (No duty to account) to clause 31.12 (Exclusion of liability), clause 31.15 (Confidentiality) to clause 31.21 (Custodians and nominees) and clause 31.24 (Acceptance of title) to clause 31.28 (Disapplication of Trustee Acts).
(e) The Security Agent may refrain from acting in accordance with any instructions of any Lender or group of Lenders until it has received any indemnification and/or security that it may in its discretion require (which may be greater in extent than that contained in the Finance Documents and which may include payment in advance) for any cost, loss or liability (together with any associated VAT) which it may incur in complying with those instructions.
(fe) Without prejudice to the provisions of the remainder of this clause 31.4, in In the absence of instructions, the Security Agent may act (or refrain from acting) as it considers in its discretion to be appropriatein the best interest of the Lenders.
(f) The Agent is not authorised to act on behalf of a Lender (without first obtaining that L▇▇▇▇▇’s consent) in any legal or arbitration proceedings relating to any Finance Document.
Appears in 1 contract
Instructions. (a) The Security Facility Agent shall:
(i) subject to paragraphs (d) and (e) below 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 Facility Agent in accordance with any instructions given to it by by:
(A) all Lenders if the relevant Finance Document stipulates the matter is an all Lender decision; and
(B) in all other cases, the Majority Lenders (or the Facility Agent on their behalf);Lenders; and
(ii) not be liable for any act (or omission) if it acts (or refrains from acting) in accordance with sub-paragraph (i) above (or or, if this Agreement stipulates the matter is a decision for any other Lender Finance Party or group of Lenders Finance Parties, in accordance with instructions given to it by that Lender Finance Party or group of LendersFinance Parties).
(b) The Security Facility Agent shall be entitled to request instructions, or clarification of any instruction, from the Majority Lenders (or the Facility Agent on their behalf) (or, if this Agreement the relevant Finance Document stipulates the matter is a decision for any other Lender Finance Party or group of LendersFinance Parties, from that Lender Finance Party or group of LendersFinance Parties) as to whether, and in what manner, it should exercise or refrain from exercising any right, power, authority or discretion and the Security Facility Agent may refrain from acting unless and until it receives those any such instructions or clarification that clarificationit has requested.
(c) Save in the case of decisions stipulated to be a matter for any other Lender Finance Party or group of Lenders Finance Parties under this Agreement the relevant Finance Document and unless a contrary intention indication appears in this Agreementa Finance Document, any instructions given to the Security Facility Agent by the Majority Lenders shall override any conflicting instructions given by any other Parties and will be binding on all Secured Finance Parties.
(d) Paragraph (a) above shall not apply:
(i) where a contrary indication appears in this Agreementa Finance Document;
(ii) where this Agreement a Finance Document requires the Security Facility Agent to act in a specified manner or to take a specified action; or;
(iii) in respect of any provision which protects the Security Facility Agent's own position in its personal capacity as opposed to its role of Security Facility Agent for the Secured Parties including, without limitation, clauses 31.7 (No duty to account) to clause 31.12 (Exclusion of liability), clause 31.15 (Confidentiality) to clause 31.21 (Custodians and nominees) and clause 31.24 (Acceptance of title) to clause 31.28 (Disapplication of Trustee Acts)relevant Finance Parties.
(e) If giving effect to instructions given by the Majority Lenders would in the Facility Agent's opinion have an effect equivalent to an amendment or waiver referred to in Clause 42 (Amendments and Waivers), the Facility Agent shall not act in accordance with those instructions unless consent to it so acting is obtained from each Party (other than the Facility 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 the Finance Documents where it has not received any instructions as to the exercise of that discretion the Facility Agent shall do so having regard to the interests of all the Finance Parties.
(g) The Security Facility Agent may refrain from acting in accordance with any instructions of any Lender Finance Party or group of Lenders Finance Parties until it has received any indemnification and/or security that it may in its discretion require (which may be greater in extent than that contained in the Finance Documents and which may include payment in advance) for any cost, loss or liability (together with any associated applicable VAT) which it may incur in complying with those instructions.
(fh) Without prejudice to the provisions of the remainder of this clause 31.4Clause 28.2 (Instructions), in the absence of instructions, the Security Facility Agent shall not be obliged to take any action (or refrain from taking action) even if it considers acting or not acting to be in the best interests of the Finance Parties. The Facility Agent may act (or refrain from acting) as it considers in its discretion to be appropriatein the best interest of the Finance Parties.
(i) The Facility Agent is not authorised to act on behalf of a Finance Party (without first obtaining that Finance Party's consent) in any legal or arbitration proceedings relating to any Finance Document. This paragraph (i) 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 Transaction Security or Security Documents.
Appears in 1 contract
Sources: Term Loan Facility (Navios South American Logistics Inc.)
Instructions. (a) The Security Facility Agent shall:
(i) subject to paragraphs (d) and (e) below 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 Facility Agent in accordance with any instructions given to it by by:
(A) all Lenders if the relevant Finance Document stipulates the matter is an all Lender decision; and
(B) in all other cases, the Majority Lenders (or the Facility Agent on their behalf);Lenders; and
(ii) not be liable for any act (or omission) if it acts (or refrains from acting) in accordance with sub-paragraph (i) above (or or, if this Agreement stipulates the matter is a decision for any other Lender Finance Party or group of Lenders Finance Parties, in accordance with instructions given to it by that Lender Finance Party or group of LendersFinance Parties).
(b) The Security Facility Agent shall be entitled to request instructions, or clarification of any instruction, from the Majority Lenders (or the Facility Agent on their behalf) (or, if this Agreement the relevant Finance Document stipulates the matter is a decision for any other Lender Finance Party or group of LendersFinance Parties, from that Lender Finance Party or group of LendersFinance Parties) as to whether, and in what manner, it should exercise or refrain from exercising any right, power, authority or discretion and the Security Facility Agent may refrain from acting unless and until it receives those any such instructions or clarification that clarificationit has requested.
(c) Save in the case of decisions stipulated to be a matter for any other Lender Finance Party or group of Lenders Finance Parties under this Agreement the relevant Finance Document and unless a contrary intention indication appears in this Agreementa Finance Document, any instructions given to the Security Facility Agent by the Majority Lenders shall override any conflicting instructions given by any other Parties and will be binding on all Secured Finance Parties.
(d) Paragraph (a) above shall not apply:
(i) where a contrary indication appears in this Agreementa Finance Document;
(ii) where this Agreement a Finance Document requires the Security Facility Agent to act in a specified manner or to take a specified action; or;
(iii) in respect of any provision which protects the Security Facility Agent's ’s own position in its personal capacity as opposed to its role of Security Facility Agent for the Secured Parties including, without limitation, clauses 31.7 (No duty to account) to clause 31.12 (Exclusion of liability), clause 31.15 (Confidentiality) to clause 31.21 (Custodians and nominees) and clause 31.24 (Acceptance of title) to clause 31.28 (Disapplication of Trustee Acts)relevant Finance Parties.
(e) If giving effect to instructions given by the Majority Lenders would in the Facility Agent’s opinion have an effect equivalent to an amendment or waiver referred to in Clause 42 (Amendments and Waivers), the Facility Agent shall not act in accordance with those instructions unless consent to it so acting is obtained from each Party (other than the Facility 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 the Finance Documents where it has not received any instructions as to the exercise of that discretion the Facility Agent shall do so having regard to the interests of all the Finance Parties.
(g) The Security Facility Agent may refrain from acting in accordance with any instructions of any Lender Finance Party or group of Lenders Finance Parties until it has received any indemnification and/or security that it may in its discretion require (which may be greater in extent than that contained in the Finance Documents and which may include payment in advance) for any cost, loss or liability (together with any associated applicable VAT) which it may incur in complying with those instructions.
(fh) Without prejudice to the provisions of the remainder of this clause 31.4Clause 28.2 (Instructions), in the absence of instructions, the Security Facility Agent shall not be obliged to take any action (or refrain from taking action) even if it considers acting or not acting to be in the best interests of the Finance Parties. The Facility Agent may act (or refrain from acting) as it considers in its discretion to be appropriatein the best interest of the Finance Parties.
(i) The Facility Agent is not authorised to act on behalf of a Finance Party (without first obtaining that Finance Party’s consent) in any legal or arbitration proceedings relating to any Finance Document. This paragraph (i) 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 Transaction Security or Security Documents.
Appears in 1 contract
Instructions. (a) The Security Agent shall:
(i) subject to paragraphs (d) and (e) below 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 Majority Lenders (or the Facility Agent acting on their behalf);the instructions of:
(A) all Lenders if the relevant Finance Document stipulates the matter is an all Lender decision; and
(B) in all other cases, the Majority Lenders; and
(ii) not be liable for any act (or omission) if it acts (or refrains from acting) in accordance with sub-paragraph (i) above (or if this Agreement stipulates the matter is a decision for any other Lender Finance Party or group of Lenders in accordance with instructions given to it by Finance Parties, from that Lender Finance Party or group of LendersFinance Parties).
(b) The Security Agent shall be entitled to request instructions, or clarification of any instruction, from the Facility Agent acting on the instructions of the Majority Lenders (or the Facility Agent on their behalf) (or, if this Agreement the relevant Finance Document stipulates the matter is a decision for any other Lender Finance Party or group of LendersFinance Parties, from that Lender Finance Party or group of LendersFinance Parties) 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 any such instructions or clarification that clarificationit has requested.
(c) Save in the case of decisions stipulated to be a matter for any other Lender Finance Party or group of Lenders Finance Parties under this Agreement the relevant Finance Document and unless a contrary intention indication appears in this Agreementa Finance Document, any instructions given to the Security Agent by the Facility Agent acting on the instructions of the Majority Lenders shall override any conflicting instructions given by any other Parties and will be binding on all Secured Finance Parties.
(d) Paragraph (a) above shall not apply:
(i) where a contrary indication appears in this Agreementa Finance Document;
(ii) where this Agreement a Finance Document 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 ’s own position in its personal capacity as opposed to its role of Security Agent for the Secured Parties includingrelevant Creditor Parties.
(iv) in respect of the exercise of the Security Agent’s discretion to exercise a right, without limitation, clauses 31.7 power or authority under any of:
(No duty to accountA) to clause 31.12 Clause 30.26 (Exclusion of liabilityDeductions from receipts), clause 31.15 ; and
(ConfidentialityB) to clause 31.21 Clause 30.27 (Custodians and nominees) and clause 31.24 (Acceptance of title) to clause 31.28 (Disapplication of Trustee ActsProspective liabilities).
(e) If giving effect to instructions given by the Facility Agent acting on the instructions of the Majority Lenders would in the Security Agent’s opinion have an effect equivalent to an amendment or waiver referred to in Clause 42 (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 amendment or waiver.
(f) In exercising any discretion to exercise a right, power or authority under the Finance Documents where either:
(i) it has not received any instructions as to the exercise of that discretion; or
(ii) the exercise of that discretion is subject to sub-paragraph (iv) (iv)of paragraph (d) above, the Security Agent shall do so having regard to the interests of all the Creditor Parties.
(g) The Security Agent may refrain from acting in accordance with any instructions of the Facility Agent acting on the instructions of any Lender Finance Party or group of Lenders Finance Parties until it has received any indemnification and/or security that it may in its discretion require (which may be greater in extent than that contained in the Finance Documents and which may include payment in advance) for any cost, loss or liability (together with any associated applicable VAT) which it may incur in complying with those instructions.
(fh) Without prejudice to the provisions of the remainder of this clause 31.4Clause 30.4 (Instructions), in the absence of instructions, the Security Agent may act (or refrain from actingbut shall not be obliged to) take such action in the exercise of its powers and duties under the Finance Documents as it considers in its discretion to be appropriate.
(i) The Security Agent is not authorized to act on behalf of a Finance Party (without first obtaining that Finance Party’s consent) in any legal or arbitration proceedings relating to any Finance Document. This paragraph (i) 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 Transaction Security or Security Documents.
Appears in 1 contract
Instructions. (a) The Security Agent shall:
(i) subject to paragraphs (d) and (e) below 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 Majority Lenders (or the Facility Agent acting on their behalf);the instructions of:
(A) all Lenders if the relevant Finance Document stipulates the matter is an all Lender decision; and
(B) in all other cases, the Majority Lenders; and
(ii) not be liable for any act (or omission) if it acts (or refrains from acting) in accordance with sub-paragraph (i) above (or if this Agreement stipulates the matter is a decision for any other Lender Finance Party or group of Lenders in accordance with instructions given to it by Finance Parties, from that Lender Finance Party or group of LendersFinance Parties).
(b) The Security Agent shall be entitled to request instructions, or clarification of any instruction, from the Facility Agent acting on the instructions of the Majority Lenders (or the Facility Agent on their behalf) (or, if this Agreement the relevant Finance Document stipulates the matter is a decision for any other Lender Finance Party or group of LendersFinance Parties, from that Lender Finance Party or group of LendersFinance Parties) 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 any such instructions or clarification that clarificationit has requested.
(c) Save in the case of decisions stipulated to be a matter for any other Lender Finance Party or group of Lenders Finance Parties under this Agreement the relevant Finance Document and unless a contrary intention indication appears in this Agreementa Finance Document, any instructions given to the Security Agent by the Facility Agent acting on the instructions of the Majority Lenders shall override any conflicting instructions given by any other Parties and will be binding on all Secured Finance Parties.
(d) Paragraph (a) above shall not apply:
(i) where a contrary indication appears in this Agreementa Finance Document;
(ii) where this Agreement a Finance Document 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 ’s own position in its personal capacity as opposed to its role of Security Agent for the Secured Parties includingrelevant Creditor Parties.
(iv) in respect of the exercise of the Security Agent’s discretion to exercise a right, without limitation, clauses 31.7 power or authority under any of:
(No duty to accountA) to clause 31.12 (Exclusion of liability), clause 31.15 (Confidentiality) to clause 31.21 (Custodians and nominees) and clause 31.24 (Acceptance of title) to clause Clause 31.28 (Disapplication of Trustee ActsDeductions from receipts); and
(B) Clause 31.29 (Prospective liabilities).
(e) If giving effect to instructions given by the Facility Agent acting on the instructions of the Majority Lenders would in the Security Agent’s opinion have an effect equivalent to an amendment or waiver referred to in Clause 43 (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 amendment or waiver.
(f) In exercising any discretion to exercise a right, power or authority under the Finance Documents where either:
(i) it has not received any instructions as to the exercise of that discretion; or
(ii) the exercise of that discretion is subject to sub-paragraph (iv) of paragraph (d) above, the Security Agent shall do so having regard to the interests of all the Creditor Parties.
(g) The Security Agent may refrain from acting in accordance with any instructions of the Facility Agent acting on the instructions of any Lender Finance Party or group of Lenders Finance Parties until it has received any indemnification and/or security that it may in its discretion require (which may be greater in extent than that contained in the Finance Documents and which may include payment in advance) for any cost, loss or liability (together with any associated VATapplicable Indirect Tax) which it may incur in complying with those instructions.
(fh) Without prejudice to the provisions of the remainder of this clause 31.4Clause 31.4 (Instructions), in the absence of instructions, the Security Agent may act (or refrain from actingbut shall not be obliged to) take such action in the exercise of its powers and duties under the Finance Documents as it considers in its discretion to be appropriate.
(i) The Security Agent is not authorised to act on behalf of a Finance Party (without first obtaining that Finance Party’s consent) in any legal or arbitration proceedings relating to any Finance Document. This paragraph (i) 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 Transaction Security or Security Documents.
Appears in 1 contract
Sources: Facility Agreement (Grindrod Shipping Holdings Pte. Ltd.)
Instructions. (a) The Security Agent shall:
(i) subject to paragraphs (d) and (e) below 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 by:
(A) all Lenders if the relevant Finance Document stipulates the matter is an all Lender decision;
(B) in all other cases, the Majority Lenders (or the Facility Agent on their behalf);Lenders; and
(ii) not be liable for any act (or omission) if it acts (or refrains from acting) in accordance with paragraph (i) above (or if this Agreement stipulates the matter is a decision for any other Lender or group of Lenders in accordance with instructions given to it by that Lender or group of Lenders)above.
(b) The Security Agent shall be entitled to request instructions, or clarification of any instruction, from the Majority Lenders (or the Facility Agent on their behalf) (or, if this Agreement the relevant Finance Document stipulates the matter is a decision for any other Lender or group of all the Lenders, from that Lender or group of all the Lenders) 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) Save in the case of decisions stipulated to be a matter for any other Lender or group of all the Lenders under this Agreement the relevant Finance Document and unless a contrary intention indication appears in this Agreementa Finance Document, any instructions given to the Security Agent by the Majority Lenders shall override any conflicting instructions given by any other Parties and will be binding on all Secured PartiesFinance Parties save for the Security Agent.
(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; 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, clauses 31.7 (No duty to account) to clause 31.12 (Exclusion of liability), clause 31.15 (Confidentiality) to clause 31.21 (Custodians and nominees) and clause 31.24 (Acceptance of title) to clause 31.28 (Disapplication of Trustee Acts).
(e) The Security Agent may refrain from acting in accordance with any instructions of any Lender Lender, the Majority Lenders or group of all the Lenders until it has received any indemnification and/or security that it may in its discretion require (which may be greater in extent than that contained in the Finance Documents and which may include payment in advance) for any cost, loss or liability (together with any associated VAT) which it may incur in complying with those instructions.
(fe) Without prejudice to the provisions of the remainder of this clause 31.4, in In the absence of instructions, the Security Agent may act (or refrain from acting) as it considers in its discretion to be appropriatein the best interest of the Lenders.
(f) The 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 Transaction Security Documents or enforcement of the Transaction Security or Transaction Security Documents.
Appears in 1 contract
Sources: Senior Facilities Agreement (Alliance Data Systems Corp)
Instructions. (a) The Security Notwithstanding anything to the contrary contained in the Transaction Documents, the Facility Agent shall:
(i) subject to paragraphs unless there is an explicit provision in a Transaction Document which states that the Facility Agent will act at its sole and absolute discretion or without the instructions of the Majority Lenders or (das applicable) and (e) below all the Lenders, exercise or refrain from exercising any right, power, authority or discretion vested in it as Security Facility Agent (including, without limitation, make any designation, determination, specification or demand, approve an evidence or the form of a document, serve a notice, grant an approval or a consent or refrain from taking any such action), upon receipt of and in accordance with any instructions given to it by by:
(A) all Lenders if the relevant Transaction Document stipulates the matter is an all Lender decision; and
(B) in all other cases, the Majority Lenders (or the Facility Agent on their behalf);and in doing so shall be deemed to have acted reasonably; and
(ii) not be liable for any act (or omission) if it acts (or refrains from acting) (A) in accordance with sub-paragraph (i) above (or or, if this Agreement stipulates the matter is a decision for any other Lender Finance Party or group of Lenders Finance Parties, in accordance with instructions given to it by that Lender Finance Party or group of Lenders)Finance Parties) or (B) in its capacity as Facility Agent under the Transaction Documents.
(b) The Security Facility Agent shall be entitled to request instructions, or clarification of any instruction, from the Majority Lenders (or the Facility Agent on their behalf) (or, if this Agreement the relevant Finance Document stipulates the matter is a decision for any other Lender Finance Party or group of LendersFinance Parties, from that Lender Finance Party or group of LendersFinance Parties) as to whether, and in what manner, it should exercise or refrain from exercising any right, power, authority or discretion and the Security Facility Agent may refrain from acting unless and until it receives those any such instructions or clarification that clarificationit has requested.
(c) Save in the case of decisions stipulated to be a matter for any other Lender Finance Party or group of Lenders Finance Parties under this Agreement the relevant Finance Document and unless a contrary intention indication appears in this Agreementa Finance Document, any instructions given to the Security Facility Agent by the Majority Lenders shall override any conflicting instructions given by any other Parties and will be binding on all Secured Finance Parties.
(d) Paragraph Without prejudice to paragraph (aa)(ii) above, paragraph (a)(i) 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) apply in respect of any provision which protects the Security Facility Agent's ’s own position in its personal capacity as opposed to its role of Security Facility Agent for the Secured Parties including, without limitation, clauses 31.7 (No duty to account) to clause 31.12 (Exclusion of liability), clause 31.15 (Confidentiality) to clause 31.21 (Custodians and nominees) and clause 31.24 (Acceptance of title) to clause 31.28 (Disapplication of Trustee Acts)relevant Finance Parties.
(e) The Security Facility Agent may refrain from acting in accordance with any instructions of any Lender Finance Party or group of Lenders Finance Parties until it has received any indemnification and/or security that it may in its discretion require (which may be greater in extent than that contained in the Finance Documents and which may include payment in advance) for any cost, loss or liability (together with any associated applicable VAT) which it may incur in complying with those instructions.
(f) Without prejudice to the provisions of the remainder of this clause 31.4Clause 29.2 (Instructions), in the absence of instructions, the Security Facility Agent may act shall not be obliged to take any action (or refrain from actingtaking action) as even if it considers in its discretion acting or not acting to be appropriatein the best interests of the Finance Parties.
(g) The Facility Agent is not authorised to act on behalf of a Finance Party (without first obtaining that Finance Party’s consent) in any legal or arbitration proceedings relating to any Finance Document.
(h) Any instructions given by the Majority Lenders or the Lenders shall be in writing and any instructions by the Majority Lenders on matters which do not require the consent or instructions of all the Lenders as specified in this Agreement shall be binding on all the Lenders.
Appears in 1 contract
Instructions. (a) The Security Agent shall:
(i) subject to paragraphs (d) and (e) below 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 Export Credit Agency and (to the Majority Lenders (extent relevant for the IMUA) SIMEST or in accordance with the Facility Agent on their behalf)terms of the Italian Support Documents;
(ii) in the absence of instructions from Export Credit Agency and (as the case may be) SIMEST or the necessary terms of the Italian Support Documents and unless a contrary indication appears in a Finance Document, exercise or refrain from exercising any right, power, authority or discretion vested in it as Agent in accordance with any instructions given to it by:
(A) all Lenders if the relevant Finance Document stipulates the matter is an all Lender decision; and
(B) in all other cases, the Majority Lenders; and
(iii) not be liable for any act (or omission) if it acts (or refrains from acting) in accordance with paragraph sub-paragraphs (i) above or (or if this Agreement stipulates the matter is a decision for any other Lender or group of Lenders in accordance with instructions given to it by that Lender or group of Lenders)ii) above.
(b) The Security Agent shall be entitled to request instructions, or clarification of any instruction, from the Export Credit Agency, SIMEST or the Majority Lenders (or the Facility Agent on their behalf) (or, if this Agreement the relevant Finance Document stipulates the matter is a decision for any other Lender or group of Lenders, from that Lender or group of Lenders) as to whether, and in what manner, it should exercise or refrain from exercising any right, power, authority or discretion and the Security discretion. The Agent may refrain from acting unless and until it receives those any such instructions or clarification that clarificationit has requested.
(c) Save Unless a contrary indication appears in the Italian Support Documents, any instructions given to the Agent by the Export Credit Agency and (as the case may be) SIMEST shall override any conflicting instructions given by any other Parties and will be binding on all Finance Parties save for the Security Agent.
(d) In the absence of instructions from the Export Credit Agency and (as the case may be) SIMEST, save in the case of decisions stipulated to be a matter for any other Lender or group of Lenders under this Agreement the relevant Finance Document and unless a contrary intention indication appears in this Agreementa Finance Document or an Italian Support Document, any instructions given to the Security Agent by the Majority Lenders shall override any conflicting instructions given by any other Parties and will be binding on all Secured Finance 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; 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, clauses 31.7 (No duty to account) to clause 31.12 (Exclusion of liability), clause 31.15 (Confidentiality) to clause 31.21 (Custodians and nominees) and clause 31.24 (Acceptance of title) to clause 31.28 (Disapplication of Trustee Acts).
(e) The Security Agent may refrain from acting in accordance with any instructions of the Export Credit Agency, SIMEST or any Lender or group of Lenders Lenders, until it has received any indemnification and/or security that it may in its discretion require (which may be greater in extent than that contained in the Finance Documents and which may include payment in advance) for any cost, loss or liability (together with any associated VAT) which it may incur in complying with those instructions.
(f) Without prejudice to the provisions of the remainder of this clause 31.4, in In the absence of instructions, the Security Agent may act (or refrain from acting) as it considers in its discretion to be appropriatein the best interest of the Lenders.
(g) The Agent is not authorised to act on behalf of a Lender (without first obtaining that L▇▇▇▇▇'s consent) in any legal or arbitration proceedings relating to any Finance Document or Italian Support Document. This paragraph (g) does 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 Transaction Security or Security Documents.
(h) Each Lender authorises the Agent to follow any instructions that it receives from the Export Credit Agency or SIMEST which are in accordance with the terms and conditions of, respectively, the ECA Cover Document or the IMUA.
(i) Each Lender acknowledges that any failure by the Agent to conform to any instructions above, or to the terms and conditions of the ECA Cover Document or the IMUA (as applicable), may result in lapse of coverage thereunder.
Appears in 1 contract
Sources: Loan Agreement (Norwegian Cruise Line Holdings Ltd.)
Instructions. (a) The Security Agent shall:
(i) subject to paragraphs (d) and (e) below 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 Majority Lenders (or the Facility Agent acting on their behalf);the instructions of:
(A) all Lenders if the relevant Finance Document stipulates the matter is an all Lender decision; and
(B) in all other cases, the Majority Lenders; and
(ii) not be liable for any act (or omission) if it acts (or refrains from acting) in accordance with sub-paragraph (i) above (or if this Agreement stipulates the matter is a decision for any other Lender Finance Party or group of Lenders in accordance with instructions given to it by Finance Parties, from that Lender Finance Party or group of LendersFinance Parties).
(b) The Security Agent shall be entitled to request instructions, or clarification of any instruction, from the Facility Agent acting on the instructions of the Majority Lenders (or the Facility Agent on their behalf) (or, if this Agreement the relevant Finance Document stipulates the matter is a decision for any other Lender Finance Party or group of LendersFinance Parties, from that Lender Finance Party or group of LendersFinance Parties) 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 any such instructions or clarification that clarificationit has requested.
(c) Save in the case of decisions stipulated to be a matter for any other Lender Finance Party or group of Lenders Finance Parties under this Agreement the relevant Finance Document and unless a contrary intention indication appears in this Agreementa Finance Document, any instructions given to the Security Agent by the Facility Agent acting on the instructions of the Majority Lenders shall override any conflicting instructions given by any other Parties and will be binding on all Secured Finance Parties.
(d) Paragraph (a) above shall not apply:
(i) where a contrary indication appears in this Agreementa Finance Document;
(ii) where this Agreement a Finance Document 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 includingrelevant Creditor Parties.
(iv) in respect of the exercise of the Security Agent's discretion to exercise a right, without limitation, clauses 31.7 power or authority under any of:
(No duty to accountA) to clause 31.12 (Exclusion of liability), clause 31.15 (Confidentiality) to clause 31.21 (Custodians and nominees) and clause 31.24 (Acceptance of title) to clause Clause 31.28 (Disapplication of Trustee ActsDeductions from receipts); and
(B) Clause 31.29 (Prospective liabilities).
(e) If giving effect to instructions given by the Facility Agent acting on the instructions of the Majority Lenders would in the Security Agent's opinion have an effect equivalent to an amendment or waiver referred to in Clause 43 (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 amendment or waiver.
(f) In exercising any discretion to exercise a right, power or authority under the Finance Documents where either:
(i) it has not received any instructions as to the exercise of that discretion; or
(ii) the exercise of that discretion is subject to sub-paragraph (iv) of paragraph (d) above, the Security Agent shall do so having regard to the interests of all the Creditor Parties.
(g) The Security Agent may refrain from acting in accordance with any instructions of the Facility Agent acting on the instructions of any Lender Finance Party or group of Lenders Finance Parties until it has received any indemnification and/or security that it may in its discretion require (which may be greater in extent than that contained in the Finance Documents and which may include payment in advance) for any cost, loss or liability (together with any associated VATapplicable Indirect Tax) which it may incur in complying with those instructions.
(fh) Without prejudice to the provisions of the remainder of this clause 31.4Clause 31.4 (Instructions), in the absence of instructions, the Security Agent may act (or refrain from actingbut shall not be obliged to) take such action in the exercise of its powers and duties under the Finance Documents as it considers in its discretion to be appropriate.
(i) The Security Agent is not authorised to act on behalf of a Finance Party (without first obtaining that Finance Party's consent) in any legal or arbitration proceedings relating to any Finance Document. This paragraph (i) 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 Transaction Security or Security Documents.
Appears in 1 contract
Sources: Term Loan Facility (Grindrod Shipping Holdings Ltd.)
Instructions. (aA) The Security Agent shall:
(i1) subject to paragraphs (d) and (e) below 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 by:
(a) all Lenders if the relevant Finance Document stipulates the matter is an all Lender decision; and
(b) in all other cases, the Majority Lenders (or the Facility Agent on their behalf);Lenders; and
(ii2) not be liable for any act (or omission) if it acts (or refrains from acting) in accordance with paragraph (iClause 34.2(A)(1) above (or if this Agreement stipulates the matter is a decision for any other Lender or group of Lenders in accordance with instructions given to it by that Lender or group of Lenders)above.
(bB) The Security Agent shall be entitled to request instructions, or clarification of any instruction, from the Majority Lenders (or the Facility Agent on their behalf) (or, if this Agreement the relevant Finance Document stipulates the matter is a decision for any other Lender or group of Lenders, from that Lender or group of Lenders) as to whether, and in what manner, it should exercise or refrain from exercising any right, power, authority or discretion and the Security discretion. The Agent may refrain from acting unless and until it receives those any such instructions or clarification that clarificationit has requested.
(cC) Save in the case of decisions stipulated to be a matter for any other Lender or group of Lenders under this Agreement the relevant Finance Document and unless a contrary intention indication appears in this Agreementa Finance Document, any instructions given to the Security Agent by the Majority Lenders shall override any conflicting instructions given by any other Parties and will be binding on all Secured Finance 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; 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, clauses 31.7 (No duty to account) to clause 31.12 (Exclusion of liability), clause 31.15 (Confidentiality) to clause 31.21 (Custodians and nominees) and clause 31.24 (Acceptance of title) to clause 31.28 (Disapplication of Trustee Acts).
(eD) The Security Agent may refrain from acting in accordance with any instructions of any Lender or group of Lenders until it has received any indemnification and/or security that it may in its discretion require (which may be greater in extent than that contained in the Finance Documents and which may include payment in advance) for any cost, loss or liability (together with any associated VAT) which it may incur in complying with those instructions.
(fE) Without prejudice to the provisions of the remainder of this clause 31.4, in In the absence of instructions, the Security Agent may act (or refrain from acting) as it considers in its discretion to be appropriatein the best interest of the Lenders.
(F) The 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.
Appears in 1 contract
Sources: Bridge and Term Facilities Agreement (Rentokil Initial PLC /Fi)
Instructions. (a) The Security Agent Trustee shall:
(i) subject to paragraphs (d) and (e) below unless a contrary indication appears in a Bond Document, exercise or refrain from exercising any right, power, authority or discretion vested in it as Security Agent Trustee in accordance with any instructions given to it by the Majority Lenders (or the Facility Agent on their behalf);Bondholders’ Representative; and
(ii) not be liable for any act (or omission) if it acts (or refrains from acting) in accordance with paragraph (i) above (or if this Agreement stipulates the matter is a decision for any other Lender or group of Lenders in accordance with instructions given to it by that Lender or group of Lenders)above.
(b) The Security Agent Trustee shall be entitled to request instructions, or clarification of any instruction, from the Majority Lenders (or the Facility Agent on their behalf) (or, if this Agreement stipulates the matter is a decision for any other Lender or group of Lenders, from that Lender or group of Lenders) Bondholders’ Representative as to whether, and in what manner, it should exercise or refrain from exercising any right, power, authority or discretion and the Security Agent Trustee may refrain from acting unless and until it receives those any such instructions or clarification that clarificationit has requested.
(c) Save in the case of decisions stipulated to be a matter for any other Lender or group of Lenders under this Agreement and unless Unless a contrary intention indication appears in this Agreementa Bond Document, any instructions given to the Security Agent Trustee by the Majority Lenders Bondholders’ Representative shall override any conflicting instructions given by any other Parties parties and will be binding on all Secured PartiesBondholders in accordance with the Terms and Conditions and German mandatory law.
(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; 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, clauses 31.7 (No duty to account) to clause 31.12 (Exclusion of liability), clause 31.15 (Confidentiality) to clause 31.21 (Custodians and nominees) and clause 31.24 (Acceptance of title) to clause 31.28 (Disapplication of Trustee Acts).
(e) The Security Agent Trustee may refrain from acting in accordance with any instructions of any Lender or group of Lenders the Bondholders’ Representative until it has received any indemnification and/or security and/or prefunding that it may in its discretion require (which may be greater in extent than that contained in the Finance Bond Documents and which may include payment in advance).
(e) for In order to meet any cost, loss or liability (together indemnification which might be requested by the Security Trustee in connection with any associated VATenforcement pursuant to Clause 9 (Enforcement of relevant Security), the Issuer shall deposit an amount of EUR 10,000 with the Security Trustee on or within 15 Business Days after the date of this Agreement (the “Prefunding Amount”). Should the Prefunding Amount be deemed insufficient by the Security Trustee to perform its obligations with respect to any enforcement of the rights granted under the Relevant Security, paragraph (d) which it may incur in complying with those instructionsabove shall apply.
(f) Without prejudice The Security Trustee shall be entitled to request a legal opinion from competent legal counsel at the provisions cost of the remainder of Issuer before performing or refraining from performing any action in connection with this clause 31.4, in Agreement and any Relevant Security.
(g) In the absence of instructions, the Security Agent Trustee may act (or refrain from acting) as it considers in its discretion to be appropriatein the best interest of the Bondholders.
(h) The Security Trustee shall be under no obligation to monitor or supervise the functions of any other person, performance by the Issuer or any of the other parties to any Bond Documents of their respective obligations under the Bond Documents or any other agreement or document relating to the transactions herein or therein contemplated and shall be entitled, in the absence of actual knowledge of a breach of obligation, to assume that each such person is properly performing and complying with its obligations.
(i) Notwithstanding anything contained in this Agreement or any Bond Document, to the extent required by any applicable law, if the Security Trustee is or will be required to make any deduction or withholding from any distribution or payment made by it hereunder or if the Security Trustee is or will be otherwise charged to, or is or may become liable to, tax as a consequence of performing its duties hereunder whether as principal, agent or otherwise, or the other Bond Documents, and whether by reason of any assessment, prospective assessment or other imposition of liability to taxation of whatsoever nature and whenever made upon the Security Trustee, and whether in connection with or arising from any sums received or distributed by it or to which it may be entitled under this Agreement (other than in connection with its remuneration as provided for herein) or any investments or deposits from time to time representing the same, including any income or gains arising therefrom or any action of the Security Trustee in connection with the obligations and rights of this Agreement (other than the remuneration herein specified) or otherwise, then the Security Trustee shall be entitled to make such deduction or withholding or, as the case may be, to retain out of sums received by it an amount sufficient to discharge any liability to tax which relates to sums so received or distributed or to discharge any such other liability of the Security Trustee to tax from the funds held by the Security Trustee upon the rights and obligations of this Agreement.
Appears in 1 contract
Sources: Security Agreement
Instructions. (a) The Security Agent shall:
(i) subject to paragraphs (d) and (e) below 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 by:
(A) all Lenders if the relevant Finance Document stipulates the matter is an all Lender decision; and
(B) in all other cases, the Majority Lenders (or the Facility Agent on their behalf);Lenders; and 10-16526587-2\13845-2639 137
(ii) not be liable for any act (or omission) if it acts (or refrains from acting) in accordance with paragraph (i) above (or if this Agreement stipulates the matter is a decision for any other Lender or group of Lenders in accordance with instructions given to it by that Lender or group of Lendersclause 31.2(a)(i).
(b) The Security Agent shall be entitled to request instructions, or clarification of any instruction, from the Majority Lenders (or the Facility Agent on their behalf) (or, if this Agreement the relevant Finance Document stipulates the matter is a decision for any other Lender or group of Lenders, from that Lender or group of Lenders) as to whether, and in what manner, it should exercise or refrain from exercising any right, power, authority or discretion and the Security discretion. The Agent may refrain from acting unless and until it receives those any such instructions or clarification that clarificationit has requested.
(c) Save in the case of decisions stipulated to be a matter for any other Lender or group of Lenders under this Agreement the relevant Finance Document and unless a contrary intention indication appears in this Agreementa Finance Document, any instructions given to the Security Agent by the Majority Lenders shall override any conflicting instructions given by any other Parties and will be binding on all Secured Finance 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; 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, clauses 31.7 (No duty to account) to clause 31.12 (Exclusion of liability), clause 31.15 (Confidentiality) to clause 31.21 (Custodians and nominees) and clause 31.24 (Acceptance of title) to clause 31.28 (Disapplication of Trustee Acts).
(e) The Security Agent may refrain from acting in accordance with any instructions of any Lender or group of Lenders until it has received any indemnification and/or security that it may in its discretion require (which may be greater in extent than that contained in the Finance Documents and which may include payment in advance) for any cost, loss or liability (together with any associated VAT) which it may incur in complying with those instructions.
(fe) Without prejudice to the provisions of the remainder of this clause 31.4, in In the absence of instructions, the Security Agent may act (or refrain from acting) as it considers in its discretion to be appropriatein the best interest of the Lenders.
(f) The 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.
Appears in 1 contract
Instructions. (a) The Security Agent shallEach Agent:
(i) subject to paragraphs (d) and (e) below must 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 by:
(A) all Lenders if a Finance Document stipulates the matter is an all Lender decision;
(B) the relevant Finance Party or group of Finance Parties if a Finance Document stipulates the matter is a decision for that Finance Party or group of Finance Parties; and
(C) in all other cases, the Majority Lenders (or the Facility Agent on their behalf);Lenders; and
(ii) will not be liable for any act (or omission) if it acts (or refrains from actingtaking any action) in accordance with paragraph (i) above (or if this Agreement stipulates the matter is a decision for any other Lender or group of Lenders in accordance with instructions given to it by that Lender or group of Lenders)above.
(b) The Security Each Agent shall be entitled to may request instructions, or clarification of any instruction, from the Majority Lenders (or the Facility Agent on their behalf) (or, if this Agreement the relevant Finance Document stipulates that the matter is a decision for any other Lender Finance Party or group of LendersFinance Parties, from that Lender Finance Party or group of LendersFinance Parties) as to whether, and in what manner, it should exercise or refrain from exercising any right, power, authority or discretion and the Security Agent it may refrain from acting unless and until it receives those any instructions or clarification that clarificationit has requested.
(c) Save Except in the case of decisions stipulated to be a matter for any other Lender Finance Party or group of Lenders Finance Parties under this Agreement the relevant Finance Document and unless a contrary intention indication appears in this Agreementa Finance Document, any instructions given to the Security an Agent by the Majority Lenders shall will override any conflicting instructions given by any other Party or Parties and will be binding on all Secured Finance Parties.
(d) Paragraph (a) above shall does not apply:
(i) where a contrary indication appears in this Agreementa Finance Document;
(ii) where this Agreement a Finance Document requires the Security relevant Agent to act in a specified manner or to take a specified action; or;
(iii) in respect of any provision which protects the Security relevant Agent's ’s own position in its personal capacity as opposed to its role of Security Agent for the Secured Parties including, without limitation, clauses 31.7 Clause 24.2 (No duty Responsibility to accountPerfect Security) to clause 31.12 Clause 24.6 (Certificate of Non-Crystallisation), Clause 28.5 (No Fiduciary Duties) to Clause 28.10 (Exclusion of liabilityLiability), clause 31.15 Clause 28.13 (Confidentiality) to clause 31.21 Clause 28.20 (Custodians and nomineesNominees) and clause 31.24 Clause 28.23 (Acceptance Winding Up of titleSecurity Arrangements) to clause 31.28 Clause 28.25 (Disapplication of Trustee Acts).; or
(iv) in respect of the exercise of the Security Agent’s discretion to exercise a right, power or authority under any of:
(A) Clause 29.1 (Order of Application);
(B) Clause 29.2 (Prospective Liabilities); and
(C) Clause 29.5 (Permitted Deductions).
(e) The If giving effect to instructions given by the Majority Lenders would (in the relevant Agent’s opinion) have an effect equivalent to an amendment or waiver referred to in Clause 38 (Amendments and Waivers), the relevant Agent will not act in accordance with those instructions unless it obtains consent to do so from each Party 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 the Finance Documents where either:
(i) it has not received any instructions as to the exercise of that discretion; or
(ii) the exercise of that discretion is subject to paragraph (d)(iv) above, the Security Agent must do so having regard to the interests of all the Secured Parties.
(g) An Agent may refrain from acting in accordance with any the instructions of any Lender Finance Party or group of Lenders Finance Parties until it has received any indemnification and/or security and/or prefunding 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) which it may incur in complying with those instructions.
(fh) Without prejudice to the provisions of the remainder of this clause 31.4Clause 28.2 (Instructions), in the absence of instructions, the Security instructions an Agent may act (or refrain from actingtaking any action) as it considers in its discretion to be appropriatein the best interests of all the Finance Parties (in the case of the Facility Agent) and as it considers to be appropriate (in the case of the Security Agent).
(i) No Agent is authorised to act on behalf of a Finance Party (without first obtaining that Finance Party’s consent) in any legal or arbitration proceedings relating to any Finance Document unless the proceedings relate to:
(i) the perfection, preservation or protection of rights under the Security Documents; or
(ii) the enforcement of any Security Document.
(j) The Security Agent shall be entitled to rely on any instruction delivered to it by the Facility Agent on behalf of the Majority Lenders or any other group of Finance Parties entitled to or required to instruct it in accordance with this Agreement and shall be entitled to assume that any instruction so delivered has been appropriately authorised.
Appears in 1 contract
Sources: Facility Agreement (IHS Holding LTD)
Instructions. (a) The Security Administrative Agent shall:
: (i) subject to paragraphs (d) and (e) below exercise or refrain from exercising any rightrights, power, authority or discretion vested in it as Security Administrative Agent in accordance with any instructions given to it by the Majority Lenders (or the Facility Agent on their behalf);
Lenders; and (ii) not be liable for any act (or omission) if it acts (or refrains from acting) in accordance with paragraph subsection (i) above (or if this Agreement stipulates the matter is a decision for any other Lender or group of Lenders in accordance with instructions given to it by that Lender or group of Lenders)above.
(b) The Security Administrative Agent shall be entitled to request instructions, or clarification of any instruction, from the Majority Lenders (or the Facility Agent on their behalf) (or, if this Agreement stipulates the matter is a decision for any other Lender or group of Lenders, from that Lender or group of Lenders) as to whether, and in what manner, it should exercise or refrain from exercising any right, power, authority or discretion and the Security discretion. The Administrative Agent may refrain from acting unless and until it receives those any such instructions or clarification that clarificationit has requested.
(c) Save in the case of decisions stipulated to be a matter for any other Lender or group of Lenders under this Agreement and unless Unless a contrary intention indication appears in this Agreementa Loan Document, any instructions given to the Security Administrative Agent by the Majority Lenders shall override any conflicting instructions given by any other Parties and will be binding on all Secured PartiesLenders.
(d) Paragraph Subsection (a) above shall not apply:
: (i) where a contrary indication appears in this Agreement;
a Loan Document; (ii) where this Agreement a Loan Document requires the Security Administrative Agent to act in a specified manner or to take a specified action; or
and (iii) in respect of any provision which protects the Security Administrative Agent's ’s own position in its personal capacity as opposed to its role of Security Administrative Agent for the Secured relevant Parties including, without limitation, clauses 31.7 (No duty to account) to clause 31.12 (Exclusion of liability), clause 31.15 (Confidentiality) to clause 31.21 (Custodians and nominees) and clause 31.24 (Acceptance of title) to clause 31.28 (Disapplication of Trustee Actsas applicable).
(e) If giving effect to instructions given by the Lender would (in the Administrative Agent’s opinion) have an effect equivalent to an amendment or waiver, the Administrative Agent shall not act in accordance with those instructions unless consent to it so acting is obtained from each Party whose consent would have been required in respect of that amendment or waiver.
(f) The Security Administrative Agent (as applicable) may refrain from acting in accordance with any instructions of any Lender or group of Lenders until it has received any indemnification and/or security that it may in its discretion require (which may be greater in extent than that contained in the Finance Loan Documents and which may include payment in advance) for any cost, loss or liability (together with any associated VAT) which it may incur in complying with those instructions.
(fg) Without prejudice to the provisions of the remainder of this clause 31.4Section 9.14, in the absence of instructions, the Security Administrative Agent may act (or refrain from acting) as it considers in its discretion to be appropriatein the best interest of (in the case of the Administrative Agent) the Lenders and (in the case of the Security Agent) the Secured Parties.
(h) The Security Agent shall be entitled to carry out all dealings with the Lenders through the Administrative Agent and may give to the Administrative Agent any notice or other communication required to be given by the Security Agent to the Lenders.
(i) The Security Agent shall act in accordance with any instructions given to it by the Administrative Agent or, if so instructed by the Administrative Agent, refrain from exercising any right, power, authority or discretion vested in it as Security Agent and shall be entitled to assume that: (i) any instruction received by it from the Administrative Agent is duly given in accordance with the terms of the Loan Documents; and (ii) unless it has received actual notice of revocation, that those instructions or directions given by the Administrative Agent have not been revoked.
(j) The Security Agent shall be entitled to request instructions, or clarification of any direction, from the Administrative 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.
(k) Any instructions given to the Security Agent by the Administrative Agent shall override any conflicting instructions given by any other parties.
Appears in 1 contract
Instructions. (a) The Subject to paragraph (d) below, each of the Agent and the Security Agent shall:
(i) subject to paragraphs (d) and (e) below unless a contrary indication appears in a Finance Document, exercise or refrain from exercising any right, power, authority or discretion vested in it as Agent or Security Agent (as applicable) in accordance with any instructions given to it by by:
(A) all Lenders if the relevant Finance Document stipulates the matter is an all Lender decision;
(B) the relevant Finance Party or group of Finance Parties (as applicable) if the relevant Finance Document stipulates the matter is a decision for any other Finance Party or group of Finance Parties; and
(C) in all other cases, the Majority Lenders (or the Facility Agent on their behalf);Lenders; and
(ii) not be liable for any act (or omission) if it acts (or refrains from acting) in accordance with paragraph (i) above (or if this Agreement stipulates the matter is a decision for any other Lender or group of Lenders in accordance with instructions given to it by that Lender or group of Lenders)above.
(b) The Each of the Agent and the Security Agent shall be entitled to request instructions, or clarification of any instruction, from the Majority Lenders (or the Facility Agent on their behalf) (or, if this Agreement the relevant Finance Document stipulates the matter is a decision for any other Lender Finance Party or group of LendersFinance Parties, from that Lender Finance Party or group of LendersFinance Parties (as applicable)) as to whether, and in what manner, it should exercise or refrain from exercising any right, power, authority or discretion and the Agent or Security Agent (as applicable) may refrain from acting unless and until it receives those any such instructions or clarification that clarificationit has requested.
(c) Save in the case of decisions stipulated to be a matter for any other Lender Finance Party or group of Lenders Finance Parties under this Agreement the relevant Finance Document and unless a contrary intention indication appears in this Agreementa Finance Document, any instructions given to the Agent or Security Agent (as applicable) by the Majority Lenders shall override any conflicting instructions given by any other Parties and will be binding on all Secured Finance Parties.
(d) Paragraph (a) above shall not apply:
(i) where a contrary indication appears in this Agreementa Finance Document;
(ii) where this Agreement a Finance Document requires the Agent or 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 Agent's or the Security Agent's own position in its personal capacity as opposed to its role of Agent or Security Agent for the relevant Finance Parties or Secured Parties (as applicable) including, without limitation, clauses 31.7 Clause 25.6 (No duty to accountfiduciary duties) to clause 31.12 Clause 25.11 (Exclusion of liability), clause 31.15 Clause 25.14 (Confidentiality) to clause 31.21 Clause 25.20 (Custodians and nominees) and clause 31.24 Clause 25.23 (Acceptance of titleTitle) to clause 31.28 Clause 25.28 (Disapplication of Trustee Actstrustee legislation);
(iv) in respect of the exercise of the Security Agent's discretion to exercise a right, power or authority under any of:
(A) Clause 26.1 (Order of application);
(B) Clause 26.2 (Prospective liabilities); and
(C) Clause 26.5 (Permitted Deductions).
(e) The If giving effect to instructions given by the Majority Lenders would (in the Agent's or (as applicable) the Security Agent's opinion) have an effect equivalent to an amendment or waiver referred to in Clause 34 (Amendments and Waivers), the Agent or (as applicable) Security Agent shall not act in accordance with those instructions unless consent to it so acting is obtained from each Party (other than the Agent or 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 the Finance Documents where either:
(i) it has not received any instructions as to the exercise of that discretion; or
(ii) the exercise of that discretion is subject to paragraph (d)(iv) above, the Agent or Security Agent shall do so having regard to the interests of (in the case of the Agent) all the Finance Parties and (in the case of the Security Agent) all the Secured Parties.
(g) The Agent or the Security Agent (as applicable) may refrain from acting in accordance with any instructions of any Lender Finance Party or group of Lenders Finance Parties until it has received any indemnification and/or security that it may in its discretion require (which may be greater in extent than that contained in the Finance Documents and which may include payment in advance) for any cost, loss or liability (together with any associated VAT) which it may incur in complying with those instructions.
(fh) Without prejudice to the provisions of the remainder of this clause 31.4Clause 25.3 (Instructions), in the absence of instructions, each of the Agent and the Security Agent may act (or refrain from acting) as it considers in its discretion to be appropriatein the best interest of (in the case of the Agent) the Finance Parties and (in the case of the Security Agent) the Secured Parties.
(i) Neither the Agent nor the Security Agent is authorised to act on behalf of a Finance Party (without first obtaining that Finance Party's consent) in any legal or arbitration proceedings relating to any Finance Document. This paragraph (i) shall not apply to any legal or arbitration proceeding relating to the perfection, preservation or protection of rights under the Transaction Security Documents or the enforcement of the Transaction Security or Transaction Security Documents.
Appears in 1 contract
Sources: Facility Agreement (Advanced Technology (Cayman) LTD)
Instructions. (a) The Security Agent shall:
(i) subject to paragraphs (d) and (e) below 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 by:
(A) all Lenders if the relevant Finance Document stipulates the matter is an all Lender decision; and
(B) in all other cases, the Majority Lenders (or the Facility Agent on their behalf);Lenders; and
(ii) not be liable for any act (or omission) if it acts (or refrains from acting) in accordance with paragraph (i) above (or if this Agreement stipulates the matter is a decision for any other Lender or group of Lenders in accordance with instructions given to it by that Lender or group of Lenders)above.
(b) The Security Agent shall be entitled to request instructions, or clarification of any instruction, from the Majority Lenders (or the Facility Agent on their behalf) (or, if this Agreement the relevant Finance Document stipulates the matter is a decision for any other Lender or group of Lenders, from that Lender or group of Lenders) as to whether, and in what manner, it should exercise or refrain from exercising any right, power, authority or discretion and the Security discretion. The Agent may refrain from acting unless and until it receives those any such instructions or clarification that clarificationit has requested.
(c) Save in the case of decisions stipulated to be a matter for any other Lender or group of Lenders under this Agreement the relevant Finance Document and unless a contrary intention indication appears in this Agreementa Finance Document, any instructions given to the Security Agent by the Majority Lenders shall override any conflicting instructions given by any other Parties and will be binding on all Secured Finance 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; 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, clauses 31.7 (No duty to account) to clause 31.12 (Exclusion of liability), clause 31.15 (Confidentiality) to clause 31.21 (Custodians and nominees) and clause 31.24 (Acceptance of title) to clause 31.28 (Disapplication of Trustee Acts).
(e) The Security Agent may refrain from acting in accordance with any instructions of any Lender or group of Lenders until it has received any indemnification and/or security that it may in its discretion require (which may be greater in extent than that contained in the Finance Documents and which may include payment in advance) for any cost, loss or liability (together with any associated VAT) which it may incur in complying with those instructions.
(fe) Without prejudice to the provisions of the remainder of this clause 31.4, in In the absence of instructions, the Security Agent may act (or refrain from acting) as it considers in its discretion to be appropriatein the best interest of the Lenders.
(f) The Agent is not authorised to act on behalf of a Lender (without first obtaining that L▇▇▇▇▇'s consent) in any legal or arbitration proceedings relating to any Finance Document.
Appears in 1 contract
Instructions. (a) The Security Facility Agent shall:
(i) subject to paragraphs (d) and (e) below 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 Facility Agent in accordance with any instructions given to it by by:
(A) all Lenders if the relevant Finance Document stipulates the matter is an all Lender decision; and
(B) in all other cases, the Majority Lenders (or the Facility Agent on their behalf);Lenders; and
(ii) not be liable for any act (or omission) if it acts (or refrains from actingtaking any action) in accordance with paragraph (i) above (or if this Agreement stipulates the matter is a decision for any other Lender or group of Lenders in accordance with instructions given to it by that Lender or group of Lendersclause 15.2(a)(i).
(b) The Security Facility Agent shall be entitled to request instructions, or clarification of any instruction, from the Majority Lenders (or the Facility Agent on their behalf) (or, if this Agreement the relevant Finance Document stipulates the matter is a decision for any other Lender or group of Lenders, from that Lender or group of Lenders) as to whether, and in what manner, it should exercise or refrain from exercising any right, power, authority or discretion and the Security Facility Agent may refrain from acting unless and until it receives those instructions or that clarificationc larification that it has requested.
(c) Save in the case of decisions stipulated to be a matter for any other Lender or group of Lenders under this Agreement the relevant Finance Document and unless a contrary intention indication appears in this Agreementa Finance Document, any instructions given to the Security Facility Agent by the Majority Lenders shall override any conflicting instructions given by any other Parties and will be binding on all Secured Finance 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; 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, clauses 31.7 (No duty to account) to clause 31.12 (Exclusion of liability), clause 31.15 (Confidentiality) to clause 31.21 (Custodians and nominees) and clause 31.24 (Acceptance of title) to clause 31.28 (Disapplication of Trustee Acts).
(e) The Security Facility Agent may refrain from acting in accordance with any instructions of any Lender or group of Lenders until it has received any indemnification and/or and/ or security that it may in its discretion require (which may be greater in extent than that contained in the Finance Documents and which may include payment in advance) for any cost, loss or liability (together with any associated VAT) which it may incur in complying with those instructions.
(fe) Without prejudice to the provisions of the remainder of this clause 31.4, in In the absence of instructions, the Security Facility Agent may act (or refrain from acting) as it considers in its discretion to be appropriatein the best interest of the Finance Parties.
(f) The Facility Agent is not authorised to act on behalf of a Finance Party (without firs t obtaining that Finance Party's consent) in any legal or arbitration proceedings relating to any Finance Document. This clause 15.2(f) shall not apply to any legal or arbitration proceedings relating to the perfection, preservation or protection of rights under the Security Documents or enforcement of the Security Documents.
Appears in 1 contract
Sources: Facility Agreement
Instructions. (a) The Security Agent shall:
(i) subject to paragraphs (d) and (e) below 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 by:
(A) all Lenders if the relevant Finance Document stipulates the matter is an all Lender decision;
(B) the Super Majority Lenders if the relevant Finance Documents stipulates the matter is a Super Majority Lenders decision; and
(C) in all other cases, the Majority Lenders (or the Facility Agent on their behalf);Lenders; and
(ii) not be liable for any act (or omission) if it acts (or refrains from acting) in accordance with paragraph (i) above (or if this Agreement stipulates the matter is a decision for any other Lender or group of Lenders in accordance with instructions given to it by that Lender or group of Lenders)above.
(b) The Security Agent shall be entitled to request instructions, or clarification of any instruction, from the Majority Lenders (or the Facility Agent on their behalf) (or, if this Agreement the relevant Finance Document stipulates the matter is a decision for any other Lender or group of Lenders, from that Lender or group of Lenders) as to whether, and in what manner, it should exercise or refrain from exercising any right, power, authority or discretion and the Security Agent may refrain from acting unless and until it receives those instructions or that clarificationclarification that it has requested.
(c) Save in the case of decisions stipulated to be a matter for any other Lender or group of Lenders under this Agreement the relevant Finance Document and unless a contrary intention indication appears in this Agreementa Finance Document, any instructions given to the Security Agent by the Majority Lenders shall override any conflicting instructions given by any other Parties and will be binding on all Secured PartiesFinance Parties save for the Security Agent.
(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; 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, clauses 31.7 (No duty to account) to clause 31.12 (Exclusion of liability), clause 31.15 (Confidentiality) to clause 31.21 (Custodians and nominees) and clause 31.24 (Acceptance of title) to clause 31.28 (Disapplication of Trustee Acts).
(e) The Security Agent may refrain from acting in accordance with any instructions of any Lender or group of Lenders until it has received any indemnification and/or security that it may in its discretion require (which may be greater in extent than that contained in the Finance Documents and which may include payment in advance) for any cost, loss or liability (together with any associated VAT) which it may incur in complying with those instructions.
(fe) Without prejudice to the provisions of the remainder of this clause 31.4, in In the absence of instructions, the Security Agent may act (or refrain from acting) as it considers in its discretion to be appropriatein the best interest of the Lenders.
(f) The Agent may execute on behalf of the Lenders amendments to the Finance Documents which are required to allow an Additional Borrower to become a Party to this Agreement and the Intercreditor Agreement, as contemplated in Clause 31.2 (Additional Borrowers).
(g) The 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 Transaction Security Documents or enforcement of the Transaction Security or Transaction Security Documents.
Appears in 1 contract
Sources: Senior Facilities Agreement (Fintrax US Acquisition Subsidiary, Inc.)
Instructions. (a) The Subject to paragraph (d) below, each of the Agent and the Security Agent shall:
(i) subject to paragraphs (d) and (e) below unless a contrary indication appears in a Finance Document, exercise or refrain from exercising any right, power, authority or discretion vested in it as Agent or Security Agent (as applicable) in accordance with any instructions given to it by by:
(A) all Lenders if the relevant Finance Document stipulates the matter is an all Lender decision; and
(B) in all other cases, the Majority Lenders (or the Facility Agent on their behalf);Lenders; and
(ii) not be liable for any act (or omission) if it acts (or refrains from acting) in accordance with paragraph (i) above (or or, if this Agreement stipulates the matter is a decision for any other Lender Finance Party or group of Lenders in accordance with instructions given to it by Finance Parties, from that Lender Finance Party or group of LendersFinance Parties (as applicable)).
(b) The Each of the Agent and the Security Agent shall be entitled to request instructions, or clarification of any instruction, from the Majority Lenders (or the Facility Agent on their behalf) (or, if this Agreement the relevant Finance Document stipulates the matter is a decision for any 49173559_13 other Lender Finance Party or group of LendersFinance Parties, from that Lender Finance Party or group of LendersFinance Parties (as applicable)) as to whether, and in what manner, it should exercise or refrain from exercising any right, power, authority or discretion and the Agent or Security Agent (as applicable) may refrain from acting unless and until it receives those any such instructions or clarification that clarificationit has requested.
(c) Save in the case of decisions stipulated to be a matter for any other Lender Finance Party or group of Lenders Finance Parties under this Agreement the relevant Finance Document and unless a contrary intention indication appears in this Agreementa Finance Document, any instructions given to the Agent or Security Agent (as applicable) by the Majority Lenders shall override any conflicting instructions given by any other Parties and will be binding on all Secured Finance Parties.
(d) Paragraph (a) above shall not apply:
(i) where a contrary indication appears in this Agreementa Finance Document;
(ii) where this Agreement a Finance Document requires the Agent or 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 Agent's or the Security Agent's own position in its personal capacity as opposed to its role of Agent or Security Agent for the relevant Finance Parties or Secured Parties (as applicable) including, without limitation, clauses 31.7 Clause 24.6 (No duty to accountfiduciary duties) to clause 31.12 Clause 24.11 (Exclusion of liability), clause 31.15 Clause 24.14 (Confidentiality) to clause 31.21 Clause 24.21 (Custodians and nominees) and clause 31.24 Clause 24.24 (Acceptance of titleTitle) to clause 31.28 Clause 24.29 (Disapplication of Trustee Actstrustee legislation);
(iv) in respect of the exercise of the Security Agent's discretion to exercise a right, power or authority under any of:
(A) Clause 25.1 (Order of application);
(B) Clause 25.2 (Prospective liabilities); and
(C) Clause 25.5 (Permitted Deductions).
(e) The If giving effect to instructions given by the Majority Lenders would (in the Agent's or (as applicable) the Security Agent's opinion) have an effect equivalent to an amendment or waiver referred to in Clause 33 (Amendments and Waivers), the Agent or (as applicable) Security Agent shall not act in accordance with those instructions unless consent to it so acting is obtained from each Party (other than the Agent or 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 the Finance Documents where either:
(i) it has not received any instructions as to the exercise of that discretion; or 49173559_13
(ii) the exercise of that discretion is subject to paragraph (d)(iv) above, the Agent or Security Agent shall do so having regard to the interests of (in the case of the Agent) all the Finance Parties and (in the case of the Security Agent) all the Secured Parties.
(g) The Agent or the Security Agent (as applicable) may refrain from acting in accordance with any instructions of any Lender Finance Party or group of Lenders Finance Parties until it has received any indemnification and/or security that it may in its discretion require (which may be greater in extent than that contained in the Finance Documents and which may include payment in advance) for any cost, loss or liability (together with any associated VAT) which it may incur in complying with those instructions.
(fh) Without prejudice to the provisions of the remainder of this clause 31.4Clause 24.3 (Instructions), in the absence of instructions, each of the Agent and the Security Agent may act (or refrain from acting) as it considers in its discretion to be appropriate.
(i) Neither the Agent nor the Security Agent is authorised to act on behalf of a Finance Party (without first obtaining that Finance Party's consent) in any legal or arbitration proceedings relating to any Finance Document. This paragraph (i) shall not apply to any legal or arbitration proceeding relating to the perfection, preservation or protection of rights under the Security Documents or the enforcement of the Transaction Security or Security Documents.
(j) In relation to the Transaction Security:
(i) the Security Agent may refrain from enforcing the Transaction Security unless instructed otherwise by the Majority Lenders;
(ii) the Majority Lenders may give or refrain from giving instructions to the Security Agent to enforce or refrain from enforcing the Transaction Security as they see fit;
(iii) the Security Agent is entitled to rely on and comply with enforcement instructions;
(iv) the Security Agent may, subject to any contrary instructions from the Majority Lenders, cease enforcement at any time;
(v) the Security Agent shall, subject to the terms of the Transaction Security Documents, enforce any Transaction Security in such manner as the Majority Lenders shall instruct, or, in the absence of any such instructions, as the Security Agent considers in its discretion to be appropriate; and
(vi) each Party waives its rights for any Transaction Security to be enforced in a particular manner or at a particular time, or that any sum recovered from any person is applied in a particular manner. 49173559_13
Appears in 1 contract
Instructions. (a) The Security Agent shall:
(i) subject Secured Party and Pledgor hereby acknowledge and agree that should any instructions be given to paragraphs Custodian to transfer out of Pledgor Account any funds or Digital Asset and/or to transfer, redeem, withdraw, disburse or liquidate any principal cash or Digital Asset balance then such instruction shall be effective only if made by a written instrument (dprovided that, instructions submitted via the Custodian’s application shall be deemed written instruments for the purpose of this Agreement) and (e) below exercise or refrain from exercising any right, power, authority or discretion vested in it as Security Agent served upon Custodian in accordance with any this Agreement (a “Withdrawal Instruction”). For the avoidance of doubt, C▇▇▇▇▇▇▇▇ acknowledges and agrees that instructions given submitted via the Custodian’s application will be subject to it the express terms of this Agreement (i.e. instructions submitted via application by the Majority Lenders (Pledgor will require the consent/countersignature by the Secured Party and after the delivery of a Notice of Exclusive Control, instructions delivered by the Secured Party will require no further consent/countersignature by Pledgor or the Facility Agent on their behalf);any other party.
(ii) Prior to receipt by Custodian of a Notice of Exclusive Control (defined below), Custodian hereby represents that the Custodian agrees to not be liable for act on withdrawals, orders, instructions, “entitlement orders” (as defined in UCC §8-102(a)(8)), or any other instructions unless originated jointly by the Secured Party and the Pledgor, in each case directing disposition of any funds, Digital Assets or other Collateral in the Pledgor Account or with respect to staking, unbonding and similar actions with respect to any Digital Assets in the Pledgor Account) (collectively, “Instructions”) unless consented to in writing by both the Secured Party and the Pledgor. After receipt by Custodian of a Notice of Exclusive Control, Custodian will only act (or omission) if it acts (or refrains from acting) in accordance with paragraph (i) above (Instructions originated exclusively by the Secured Party. Prior to the receipt by Custodian of a Notice of Exclusive Control, Collateral shall at all times remain property of Pledgor subject to the interest and rights of Secured Party therein. Custodian hereby represents that it will not agree with any third party that Custodian will comply with Withdrawal Instructions, Instructions or other instructions originated by such third party with respect to Pledgor Account. A Withdrawal Instruction or an Instruction shall be effective if actually received by Custodian from both Pledgor and Secured Party before the Effective Date of a Notice of Exclusive Control, or if this Agreement stipulates actually received by Custodian solely from Secured Party upon and after the matter is Effective Date of a decision for any other Lender or group Notice of Lenders in accordance with instructions given to it by that Lender or group of Lenders)Exclusive Control.
(b) The Security Agent shall be entitled to request instructions, or clarification of any instruction, from the Majority Lenders (or the Facility Agent on their behalf) (or, if this Agreement stipulates the matter is a decision for any other Lender or group of Lenders, from that Lender or group of Lenders) as to whether, and in what manner, it should exercise or refrain from exercising any right, power, authority or discretion and the Security Agent may refrain from acting unless and until it receives those instructions or that clarification.
(c) Save in the case of decisions stipulated to be a matter for any other Lender or group of Lenders under this Agreement and unless a contrary intention appears in this Agreement, any instructions given to the Security Agent by the Majority Lenders shall override any conflicting instructions given by any other Parties and will be binding on all Secured 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; 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, clauses 31.7 (No duty to account) to clause 31.12 (Exclusion of liability), clause 31.15 (Confidentiality) to clause 31.21 (Custodians and nominees) and clause 31.24 (Acceptance of title) to clause 31.28 (Disapplication of Trustee Acts).
(e) The Security Agent may refrain from acting in accordance with any instructions of any Lender or group of Lenders until it has received any indemnification and/or security that it may in its discretion require (which may be greater in extent than that contained in the Finance Documents and which may include payment in advance) for any cost, loss or liability (together with any associated VAT) which it may incur in complying with those instructions.
(f) Without prejudice to the provisions of the remainder of this clause 31.4, in the absence of instructions, the Security Agent may act (or refrain from acting) as it considers in its discretion to be appropriate.
Appears in 1 contract
Instructions. (a) The Security Agent shall:
: (i) subject to paragraphs (d) and (e) below 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 by: (A) all Lenders if the relevant Finance Document stipulates the matter is an all Lender decision; and (B) in all other cases, the Majority Lenders (or the Facility Agent on their behalf);
Lenders; and (ii) not be liable for any act (or omission) if it acts (or refrains from acting) in accordance with sub-paragraph (i) above (or or, if this Agreement stipulates the matter is a decision for any other Lender or group of Lenders in accordance with instructions given to it by that Lender or group of Lenders).decision
(b) The Security Agent shall be entitled to request instructions, or clarification of any instruction, from the Majority Lenders (or the Facility Agent on their behalf) (or, if this Agreement the relevant Finance Document stipulates the matter is a decision for any other Lender Creditor Party or group of LendersCreditor Parties, from that Lender Creditor Party or group of LendersCreditor Parties) 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 any such instructions or clarification that clarificationit has requested.
(c) Save in the case of decisions stipulated to be a matter for any other Lender Creditor Party or group of Lenders Creditor Parties under this Agreement the relevant Finance Document and unless a contrary intention indication appears in this Agreementa Finance Document, any instructions given to the Security Agent by the Majority Lenders shall override any conflicting instructions given by any other Parties and will be binding on all Secured Creditor Parties.
(d) Paragraph (a) above shall not apply:
: (i) where a contrary indication appears in this Agreement;
a Finance Document; (ii) where this Agreement a Finance Document 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, clauses 31.7 (No duty to account) to clause 31.12 (Exclusion of liability), clause 31.15 (Confidentiality) to clause 31.21 (Custodians and nominees) and clause 31.24 (Acceptance of title) to clause 31.28 (Disapplication of Trustee Acts)relevant Creditor Parties.
(e) If giving effect to instructions given by the Majority Lenders would in the Agent's opinion have an effect equivalent to an amendment or waiver referred to in Clause 34 (Variations and Waivers), the Agent shall not act in accordance with those instructions unless consent to it so acting is obtained from each Party (other than the 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 the Finance Documents where it has not received any instructions as to the exercise of that discretion the Agent shall do so having regard to the interests of all the Creditor Parties.
(g) The Security Agent may refrain from acting in accordance with any instructions of any Lender Creditor Party or group of Lenders Creditor Parties until it has received any indemnification and/or security that it may in its discretion require (which may be greater in extent than that contained in the Finance Documents and which may include payment in advance) for any cost, loss or liability (together with any associated applicable VAT) which it may incur in complying with those instructions.
(fh) Without prejudice to the provisions of the remainder of this clause 31.4Clause 25.2 (Instructions), in the absence of instructions, the Security Agent shall not be obliged to take any action (or refrain from taking action) even if it considers acting or not acting to be in the best interests of the Creditor Parties. The Agent may act (or refrain from acting) as it considers in its discretion to be appropriatein the best interest of the Creditor Parties.
(i) The Agent is not authorised to act on behalf of a Creditor Party (without first obtaining that Creditor Party's consent) in any legal or arbitration proceedings relating to any Finance Document. This paragraph (i) shall not apply to any legal or arbitration proceeding relating to the perfection, preservation or protection of rights under the Finance Documents or enforcement of the Finance Documents.
Appears in 1 contract
Sources: Loan Agreement (Euronav NV)
Instructions. (a) The Security Agent shall:
(i) subject to paragraphs (d) and (e) below 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 by:
(A) all Lenders (or the Facility Agent on their behalf) if the relevant Finance Document stipulates the matter is an all Lender decision; and
(B) in all other cases, the Majority Lenders (or the Facility Agent on their behalf);; and
(ii) not be liable for any act (or omission) if it acts (or refrains from acting) in accordance with sub-paragraph (i) above (or if this Agreement stipulates the matter is a decision for any other Lender Finance Party or group of Lenders Finance Parties, in accordance with instructions given to it by that Lender Finance Party or group of LendersFinance Parties).
(b) The Security Agent shall be entitled to request instructions, or clarification of any instruction, from the Majority Lenders (or the Facility Agent on their behalf) (or, if this Agreement the relevant Finance Document stipulates the matter is a decision for any other Lender Finance Party or group of LendersFinance Parties, from that Lender Finance Party or group of LendersFinance Parties) 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 any such instructions or clarification that clarificationit has requested.
(c) Save in the case of decisions stipulated to be a matter for any other Lender Finance Party or group of Lenders Finance Parties under this Agreement the relevant Finance Document and unless a contrary intention indication appears in this Agreementa Finance Document, any instructions given to the Security Agent by the Majority Lenders shall override any conflicting instructions given by any other Parties and will be binding on all Secured Finance Parties.
(d) Paragraph (a) above shall not apply:
(i) where a contrary indication appears in this Agreementa Finance Document;
(ii) where this Agreement a Finance Document 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 relevant Secured Parties includingParties.
(iv) in respect of the exercise of the Security Agent's discretion to exercise a right, without limitation, clauses 31.7 power or authority under any of:
(No duty to accountA) to clause 31.12 Clause 32.28 (Exclusion Application of liabilityreceipts), clause 31.15 ;
(ConfidentialityB) to clause 31.21 Clause 32.29 (Custodians and nomineesPermitted Deductions); and
(C) and clause 31.24 Clause 32.30 (Acceptance of title) to clause 31.28 (Disapplication of Trustee ActsProspective liabilities).
(e) The 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 45 (Amendments and Waivers), the Security Agent may refrain from acting shall not act in accordance with any 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 any Lender that amendment or group of Lenders until it has received any indemnification and/or security that it may in its discretion require (which may be greater in extent than that contained in the Finance Documents and which may include payment in advance) for any cost, loss or liability (together with any associated VAT) which it may incur in complying with those instructionswaiver.
(f) Without prejudice In exercising any discretion to exercise a right, power or authority under the Finance Documents where either:
(i) it has not received any instructions as to the provisions exercise of that discretion; or
(ii) the remainder exercise of this clause 31.4, in the absence that discretion is subject to sub-paragraph (iv) of instructionsparagraph (d) above, the Security Agent may act (or refrain from acting) as it considers in its discretion shall do so having regard to be appropriatethe interests of all the Secured Parties.
Appears in 1 contract
Instructions. (a) 23.2.1 The Security Agent shall:
(ia) subject to paragraphs (d) and (e) below 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 by:
(A) all Lenders if the relevant Finance Document stipulates the matter is an all Lender decision; and
(B) in all other cases, the Majority Lenders (or the Facility Agent on their behalf);Lenders; and
(iib) not be liable for any act (or omission) if it acts (or refrains from acting) in accordance with paragraph (ia) above (or if this Agreement stipulates the matter is a decision for any other Lender or group of Lenders in accordance with instructions given to it by that Lender or group of Lenders)above.
(b) 23.2.2 The Security Agent shall be entitled to request instructions, or clarification of any instruction, from the Majority Lenders (or the Facility Agent on their behalf) (or, if this Agreement the relevant Finance Document stipulates the matter is a decision for any other Lender or group of Lenders, from that Lender or group of Lenders) as to whether, and in what manner, it should exercise or refrain from exercising any right, power, authority or discretion and the Security discretion. The Agent may refrain from acting unless and until it receives those any such instructions or clarification that clarificationit has requested.
(c) 23.2.3 Save in the case of decisions stipulated to be a matter for any other Lender or group of Lenders under this Agreement the relevant Finance Document and unless a contrary intention indication appears in this Agreementa Finance Document, any instructions given to the Security Agent by the Majority Lenders shall override any conflicting instructions given by any other Parties and will be binding on all Secured Finance 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; 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, clauses 31.7 (No duty to account) to clause 31.12 (Exclusion of liability), clause 31.15 (Confidentiality) to clause 31.21 (Custodians and nominees) and clause 31.24 (Acceptance of title) to clause 31.28 (Disapplication of Trustee Acts).
(e) 23.2.4 The Security Agent may refrain from acting in accordance with any instructions of any Lender or group of Lenders until it has received any indemnification and/or security that it may in its discretion require (which may be greater in extent than that contained in the Finance Documents and which may include payment in advance) for any cost, loss or liability (together with any associated VAT) which it may incur in complying with those instructions.
(f) Without prejudice to the provisions of the remainder of this clause 31.4, in 23.2.5 In the absence of instructions, the Security Agent may act (or refrain from acting) as it considers in its discretion to be appropriatein the best interest of the Lenders.
23.2.6 The Agent is not authorised to act on behalf of a Lender (without first obtaining that ▇▇▇▇▇▇'s consent) in any legal or arbitration proceedings relating to any Finance Document.
Appears in 1 contract
Sources: Revolving Facility Agreement
Instructions. (a) The Security Facility Agent shall:
(i) subject to paragraphs (d) and (e) below 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 Facility Agent in accordance with any instructions given to it by by:
(A) all Lenders if the relevant Finance Document stipulates the matter is an all Lender decision; and
(B) in all other cases, the Majority Lenders (or the Facility Agent on their behalf);Lenders; and
(ii) not be liable for any act (or omission) if it acts (or refrains from acting) in accordance with paragraph (i) above (or if this Agreement stipulates the matter is a decision for any other Lender or group of Lenders in accordance with instructions given to it by that Lender or group of Lenders)above.
(b) The Security Facility Agent shall be entitled to request instructions, or clarification of any instruction, from the Majority Lenders (or the Facility Agent on their behalf) (or, if this Agreement the relevant Finance Document stipulates the matter is a decision for any other Lender or group of Lenders, from that Lender or group of Lenders) as to whether, and in what manner, it should exercise or refrain from exercising any right, power, authority or discretion and the Security discretion. The Facility Agent may refrain from acting unless and until it receives those any such instructions or clarification that clarificationit has requested.
(c) Save in the case of decisions stipulated to be a matter for any other Lender or group of Lenders under this Agreement the relevant Finance Document and unless a contrary intention indication appears in this Agreementa Finance Document, any instructions given to the Security Facility Agent by the Majority Lenders shall override any conflicting instructions given by any other Parties and will be binding on all Secured Finance 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; 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, clauses 31.7 (No duty to account) to clause 31.12 (Exclusion of liability), clause 31.15 (Confidentiality) to clause 31.21 (Custodians and nominees) and clause 31.24 (Acceptance of title) to clause 31.28 (Disapplication of Trustee Acts).
(e) The Security Facility Agent may refrain from acting in accordance with any instructions of any Lender or group of Lenders until it has received any indemnification and/or security that it may in its discretion require (which may be greater in extent than that contained in the Finance Documents and which may include payment in advance) for any cost, loss or liability (together with any associated VAT) which it may incur in complying with those instructions.
(fe) Without prejudice to the provisions of the remainder of this clause 31.4, in In the absence of instructions, the Security Facility Agent may act (or refrain from acting) as it considers in its discretion to be appropriatein the best interest of the Lenders.
Appears in 1 contract
Sources: Multicurrency Revolving Facility Agreement (H Lundbeck a S)
Instructions. (a) The Security Agent Each of the Agents shall:
(i) subject to paragraphs (d) and (e) below unless a contrary indication appears in a Finance Document, exercise or refrain from exercising any right, power, authority or discretion vested in it as an Agent or the Security Agent (as applicable) in accordance with any instructions given to it by by:
(A) all Lenders if the relevant Finance Document stipulates the matter is an all Lender decision; and
(B) in all other cases, the Majority Lenders (or, if the relevant Finance Document stipulates the matter is a decision for any other Finance Party or the Facility Agent on their behalf);group of Finance Parties, from that Finance Party or group of Finance Parties; and
(ii) not be liable for any act (or omission) if it acts (or refrains from acting) in accordance with paragraph (i) above (or or, if this Agreement stipulates the matter is a decision for any other Lender Finance Party or group of Lenders in accordance with instructions given to it by Finance Parties, from that Lender Finance Party or group of LendersFinance Parties).
(b) The Notwithstanding any provision of the Finance Documents, the Security Agent shall (i) exercise any right, power, authority or discretion vested in it as Security Agent in accordance with any instructions given to it by the Facility Agent (whom, in turn, shall act on the instructions of the Lenders or, as the case may be, the Majority Lenders) (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 taking any action) in accordance with an instruction of the Facility Agent (whom, in turn, shall act on the instructions of the Lenders or, as the case may be, the Majority Lenders).
(c) Each of the Agents and the Security Agent shall be entitled to request instructions, or clarification of any instruction, from the Majority Lenders (or the Facility Agent on their behalf) (or, if this Agreement the relevant Finance Document stipulates the matter is a decision for any other Lender Finance Party or group of LendersFinance Parties, from that Lender Finance Party or group of LendersFinance Parties) or, in the case of the Security Agent, 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 any Agent or the Security Agent (as applicable) may refrain from acting unless and until it receives those any such instructions or that clarification.
(c) Save in the case of decisions stipulated to be a matter for any other Lender or group of Lenders under this Agreement and unless a contrary intention appears in this Agreement, any instructions given to the Security Agent by the Majority Lenders shall override any conflicting instructions given by any other Parties and will be binding on all Secured 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; 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, clauses 31.7 (No duty to account) to clause 31.12 (Exclusion of liability), clause 31.15 (Confidentiality) to clause 31.21 (Custodians and nominees) and clause 31.24 (Acceptance of title) to clause 31.28 (Disapplication of Trustee Acts).
(e) The Security Agent may refrain from acting in accordance with any instructions of any Lender or group of Lenders until it has received any indemnification and/or security that it may in its discretion require (which may be greater in extent than that contained in the Finance Documents and which may include payment in advance) for any cost, loss or liability (together with any associated VAT) which it may incur in complying with those instructions.
(f) Without prejudice to the provisions of the remainder of this clause 31.4, in the absence of instructions, the Security Agent may act (or refrain from acting) as it considers in its discretion to be appropriate.
Appears in 1 contract
Sources: Amendment and Restatement Agreement (Cboe Global Markets, Inc.)
Instructions. 5.2.1 The Issuer (aor the Issuer Cash Manager on its behalf) The shall (subject to sub-
5.2.2 After the delivery of the written notice from the Issuer Security Agent shallTrustee to the Issuer Account Bank stating that it has delivered to the Issuer an Acceleration Notice and
5.2.3 Subject to Clause 5.3 (Balances of Issuer Accounts), the Issuer Account Bank shall comply with any direction or instruction given to it by the Issuer (or the Issuer Cash Manager on its behalf), the Issuer Security Trustee (or the Issuer Cash Manager on its behalf) or, as the case may be, any Receiver in accordance with sub- Clauses 5.2.1 or 5.2.2 above (as applicable) as soon as reasonably practicable but shall not be liable for any delay or failure to implement any such instructions where such delay or failure results from:
(i) subject to paragraphs (d) and (e) below exercise an act or refrain from exercising omission on the part of any right, power, authority person other than an agent or discretion vested in it as Security Agent in accordance with any instructions given to it by delegate of the Majority Lenders (or the Facility Agent on their behalf);Issuer Account Bank; or
(ii) delivery of manual payment instructions or directions after 3.00 p.m. (London time) on any Business Day requesting same day action be taken, or delivery of any other instructions or directions which, in the opinion of the Issuer Account Bank acting reasonably, do not be liable include sufficient information for any act (the Issuer Account Bank to execute the payment instructions or omission) if it acts (allow insufficient time from the date of receipt of the instruction or refrains from acting) direction to the time specified for completion of the requested action or actions as set out in the relevant instruction, in each case subject to the agreement concerning the electronic transmission of payment orders, unless caused by the Issuer Account Bank’s own gross negligence, wilful misconduct or fraud. Each payment instruction given to the Issuer Account Bank under this Agreement is subject to the Issuer Account Bank’s general terms and conditions for payments prevailing at the time of receiving a payment instruction and the Issuer Account Bank agrees to notify the Issuer of all changes to such general terms and conditions in accordance with paragraph (i) above (or if this Agreement stipulates such terms and conditions. The Issuer will forward a copy of such changes to the matter is a decision for any other Lender or group of Lenders in accordance with instructions given to it by that Lender or group of Lenders)Issuer Cash Manager and the Issuer Security Trustee promptly upon receipt.
5.2.4 The Issuer Account Bank shall promptly notify the relevant instructing party (b) The being the Issuer and the Issuer Cash Manager and, following the delivery of an Acceleration Notice, the Issuer Security Agent shall be entitled to request instructions, or clarification of any instruction, from the Majority Lenders Trustee (or the Facility Agent Issuer Cash Manager on their its behalf) (or, if this Agreement stipulates the matter is a decision for any other Lender or group of Lenders, from that Lender or group of Lenders) as to whether), and in what manner, it should exercise or refrain from exercising following the notification of 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) Save in the case appointment of decisions stipulated to be a matter for any other Lender or group of Lenders under this Agreement and unless a contrary intention appears in this AgreementReceiver, any instructions given Receiver) when the Issuer Account Bank becomes aware that any instruction
5.2.5 The Issuer hereby irrevocably authorises and instructs the Issuer Cash Manager to the Security Agent by the Majority Lenders shall override any conflicting instructions given by any other Parties and will be binding on operate all Secured PartiesIssuer Accounts from time to time.
(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; 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, clauses 31.7 (No duty to account) to clause 31.12 (Exclusion of liability), clause 31.15 (Confidentiality) to clause 31.21 (Custodians and nominees) and clause 31.24 (Acceptance of title) to clause 31.28 (Disapplication of Trustee Acts).
(e) The Security Agent may refrain from acting in accordance with any instructions of any Lender or group of Lenders until it has received any indemnification and/or security that it may in its discretion require (which may be greater in extent than that contained in the Finance Documents and which may include payment in advance) for any cost, loss or liability (together with any associated VAT) which it may incur in complying with those instructions.
(f) Without prejudice to the provisions of the remainder of this clause 31.4, in the absence of instructions, the Security Agent may act (or refrain from acting) as it considers in its discretion to be appropriate.
Appears in 1 contract
Sources: Issuer Account Bank Agreement
Instructions. (a) The Notwithstanding anything to the contrary contained in the Transaction Documents, the Security Agent shall:
(i) subject to paragraphs (d) unless there is an explicit provision in a Transaction Document that the Security Agent shall act in its sole and (e) below absolute discretion or without the instructions of the Majority Lenders or the Lenders, exercise or refrain from exercising any right, power, authority or discretion (including, without limitation, make any designation, determination, specification or demand, approve an evidence or the form of a document, serve a notice, grant an approval or a consent or refrain from taking any such action), vested in it as Security Agent upon receipt of and in accordance with any instructions given to it by by:
(A) all Lenders (or the Facility Agent on their behalf) if the relevant Transaction Document stipulates the matter is an all Lender decision; and
(B) in all other cases, the Majority Lenders (or the Facility Agent on their behalf);, and in doing so shall be deemed to have acted reasonably; and
(ii) not be liable for any act (or omission) if it acts (or refrains from acting) (A) in accordance with sub-paragraph (i) above (or if this Agreement stipulates the matter is a decision for any other Lender Finance Party or group of Lenders Finance Parties, in accordance with instructions given to it by that Lender Finance Party or group of Lenders)Finance Parties) or (B) in its capacity as Security Agent under the Transaction Documents.
(b) The Security Agent shall be entitled to request instructions, or clarification of any instruction, from the Majority Lenders (or the Facility Agent on their behalf) (or, if this Agreement the relevant Finance Document stipulates the matter is a decision for any other Lender Finance Party or group of LendersFinance Parties, from that Lender Finance Party or group of LendersFinance Parties) 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 any such instructions or clarification that clarificationit has requested.
(c) Save in the case of decisions stipulated to be a matter for any other Lender Finance Party or group of Lenders Finance Parties under this Agreement the relevant Finance Document and unless a contrary intention indication appears in this Agreementa Finance Document, any instructions given to the Security Agent by the Facility Agent (acting on the instructions of the Majority Lenders Lenders) shall override any conflicting instructions given by any other Parties and will be binding on all Secured Finance Parties.
(d) Paragraph Without prejudice to paragraph (aa)(ii) above above, paragraph (a)(i) 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 ’s own position in its personal capacity as opposed to its role of Security Agent for the relevant Secured Parties includingParties.
(ii) in respect of the exercise of the Security Agent’s discretion to exercise a right, without limitation, clauses 31.7 power or authority under any of:
(No duty to accountA) to clause 31.12 Clause 30.28 (Exclusion Application of liabilityreceipts), clause 31.15 ;
(ConfidentialityB) to clause 31.21 Clause 30.29 (Custodians and nomineesPermitted Deductions); and
(C) and clause 31.24 Clause 30.30 (Acceptance of title) to clause 31.28 (Disapplication of Trustee ActsProspective liabilities).
(e) The Security Agent may refrain from acting in accordance with any instructions of any Lender Finance Party or group of Lenders Finance Parties until it has received any indemnification and/or security that it may in its discretion require (which may be greater in extent than that contained in the Finance Documents and which may include payment in advance) for any cost, loss or liability (together with any associated applicable VAT) which it may incur in complying with those instructions.
(f) Without prejudice to the provisions of the remainder of this clause 31.4Clause 30.4 (Instructions), in the absence of instructions, the Security Agent may act (or refrain from actingbut shall not be obliged to) take such action in the exercise of its powers and duties under the Finance Documents as it considers in its discretion to be appropriate.
(g) The Security Agent is not authorised to act on behalf of a Finance Party (without first obtaining that Finance Party’s consent) in any legal or arbitration proceedings relating to any Finance Document. This paragraph (g) 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 Transaction Security or Security Documents.
(h) Any instructions given by the Majority Lenders shall be in writing and be binding on all the Lenders.
Appears in 1 contract
Instructions. (a) The Security Agent shall:
(i) subject to paragraphs (d) and (e) below 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 by:
(A) all Lenders if the relevant Finance Document stipulates the matter is an all Lender decision; and
(B) in all other cases, the Majority Lenders (or the Facility Agent on their behalf);Lenders; and
(ii) not be liable for any act (or omission) if it acts (or refrains from acting) in accordance with paragraph (i) above (or if this Agreement stipulates the matter is a decision for any other Lender or group of Lenders in accordance with instructions given to it by that Lender or group of Lenders)above.
(b) The Security Agent shall be entitled to request instructions, or clarification of any instruction, from the Majority Lenders (or the Facility Agent on their behalf) (or, if this Agreement the relevant Finance Document stipulates the matter is a decision for any other Lender or group of Lenders, from that Lender or group of Lenders) as to whether, and in what manner, it should exercise or refrain from exercising any right, power, authority or discretion and the Security discretion. The Agent may refrain from acting unless and until it receives those any such instructions or clarification that clarificationit has requested.
(c) Save in the case of decisions stipulated to be a matter for any other Lender or group of Lenders under this Agreement the relevant Finance Document and unless a contrary intention indication appears in this Agreementa Finance Document, any instructions given to the Security Agent by the Majority Lenders shall override any conflicting instructions given by any other Parties and will be binding on all Secured Finance 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; 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, clauses 31.7 (No duty to account) to clause 31.12 (Exclusion of liability), clause 31.15 (Confidentiality) to clause 31.21 (Custodians and nominees) and clause 31.24 (Acceptance of title) to clause 31.28 (Disapplication of Trustee Acts).
(e) The Security Agent may refrain from acting in accordance with any instructions of any Lender or group of Lenders until it has received any indemnification and/or security that it may in its discretion require (which may be greater in extent than that contained in the Finance Documents and which may include payment in advance) for any cost, loss or liability (together with any associated VAT) which it may incur in complying with those instructions.
(fe) Without prejudice to the provisions of the remainder of this clause 31.4, in In the absence of instructions, the Security Agent may act (or refrain from acting) as it considers in its discretion to be appropriatein the best interest of the Lenders.
(f) The 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.
Appears in 1 contract
Sources: Syndicated L/G Facility Agreement (Hillenbrand, Inc.)
Instructions. (a) The Security Facility Agent shall:
(i) subject to paragraphs (d) and (e) below 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 Facility Agent in accordance with any instructions given to it by by:
(A) all Lenders if the relevant Finance Document stipulates the matter is an all Lender decision; and
(B) in all other cases, the Majority Lenders (or the Facility Agent on their behalf);Lenders; and
(ii) not be liable for any act (or omission) if it acts (or refrains from acting) in accordance with sub-paragraph (i) above (or or, if this Agreement stipulates the matter is a decision for any other Lender Finance Party or group of Lenders Finance Parties, in accordance with instructions given to it by that Lender Finance Party or group of LendersFinance Parties).
(b) The Security Facility Agent shall be entitled to request instructions, or clarification of any instruction, from the Majority Lenders (or the Facility Agent on their behalf) (or, if this Agreement the relevant Finance Document stipulates the matter is a decision for any other Lender Finance Party or group of LendersFinance Parties, from that Lender Finance Party or group of LendersFinance Parties) as to whether, and in what manner, it should exercise or refrain from exercising any right, power, authority or discretion and the Security Facility Agent may refrain from acting unless and until it receives those any such instructions or clarification that clarificationit has requested.
(c) Save in the case of decisions stipulated to be a matter for any other Lender Finance Party or group of Lenders Finance Parties under this Agreement the relevant Finance Document and unless a contrary intention indication appears in this Agreementa Finance Document, any instructions given to the Security Facility Agent by the Majority Lenders shall override any conflicting instructions given by any other Parties and will be binding on all Secured Finance Parties.
(d) Paragraph (a) above shall not apply:
(i) where a contrary indication appears in this Agreement;a Finance Document;
(ii) where this Agreement a Finance Document requires the Security Facility Agent to act in a specified manner or to take a specified action; or;
(iii) in respect of any provision which protects the Security Facility Agent's own position in its personal capacity as opposed to its role of Security Facility Agent for the Secured Parties including, without limitation, clauses 31.7 (No duty to account) to clause 31.12 (Exclusion of liability), clause 31.15 (Confidentiality) to clause 31.21 (Custodians and nominees) and clause 31.24 (Acceptance of title) to clause 31.28 (Disapplication of Trustee Acts)relevant Finance Parties.
(e) If giving effect to instructions given by the Majority Lenders would in the Facility Agent's opinion have an effect equivalent to an amendment or waiver referred to in Clause 45 (Amendments and Waivers), the Facility Agent shall not act in accordance with those instructions unless consent to it so acting is obtained from each Party (other than the Facility 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 the Finance Documents where it has not received any instructions as to the exercise of that discretion the Facility Agent shall do so having regard to the interests of all the Finance Parties.
(g) The Security Facility Agent may refrain from acting in accordance with any instructions of any Lender Finance Party or group of Lenders Finance Parties until it has received any indemnification and/or security that it may in its discretion require (which may be greater in extent than that contained in the Finance Documents and which may include payment in advance) for any cost, loss or liability (together with any associated applicable VAT) which it may incur in complying with those instructions.
(fh) Without prejudice to the provisions of the remainder of this clause 31.4Clause 30.2 (Instructions), in the absence of instructions, the Security Facility Agent shall not be obliged to take any action (or refrain from taking action) even if it considers acting or not acting to be in the best interests of the Finance Parties. The Facility Agent may act (or refrain from acting) as it considers in its discretion to be appropriatein the best interest of the Finance Parties.
(i) The Facility Agent is not authorised to act on behalf of a Finance Party (without first obtaining that Finance Party's consent) in any legal or arbitration proceedings relating to any Finance Document. This paragraph (i) 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 Transaction Security or Security Documents.
Appears in 1 contract
Instructions. (a) The Security Agent shall:
: (i) subject to paragraphs (d) and (e) below 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 by: (A) all Lenders if the relevant Finance Document stipulates the matter is an all Lender decision; and (B) in all other cases, the Majority Lenders (or the Facility Agent on their behalf);
Lenders; and (ii) not be liable for any act (or omission) if it acts (or refrains from acting) in accordance with paragraph (i) above (or if this Agreement stipulates the matter is a decision for any other Lender or group of Lenders in accordance with instructions given to it by that Lender or group of Lenders)above.
(b) The Security Agent shall be entitled to request instructions, or clarification of any instruction, from the Majority Lenders (or the Facility Agent on their behalf) (or, if this Agreement the relevant Finance Document stipulates the matter is a decision for any other Lender or group of Lenders, from that Lender or group of Lenders) as to whether, and in what manner, it should exercise or refrain from exercising any right, power, authority or discretion and the Security discretion. The Agent may refrain from acting unless and until it receives those any such instructions or clarification that clarificationit has requested.
(c) Save in the case of decisions stipulated to be a matter for any other Lender or group of Lenders under this Agreement the relevant Finance Document and unless a contrary intention indication appears in this Agreementa Finance Document, any instructions given to the Security Agent by the Majority Lenders shall override any conflicting instructions given by any other Parties and will be binding on all Secured Finance 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; 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, clauses 31.7 (No duty to account) to clause 31.12 (Exclusion of liability), clause 31.15 (Confidentiality) to clause 31.21 (Custodians and nominees) and clause 31.24 (Acceptance of title) to clause 31.28 (Disapplication of Trustee Acts).
(e) The Security Agent may refrain from acting in accordance with any instructions of any Lender or group of Lenders until it has received any indemnification and/or security that it may in its discretion require (which may be greater in extent than that contained in the Finance Documents and which may include payment in advance) for any cost, loss or liability (together with any associated VAT) which it may incur in complying with those instructions.
. (fe) Without prejudice to the provisions of the remainder of this clause 31.4, in In the absence of instructions, the Security Agent may act (or refrain from acting) as it considers in its discretion to be appropriatein the best interest of the Lenders. 84 3203820842 (f) The Agent is not authorised to act on behalf of a Lender (without first obtaining that ▇▇▇▇▇▇'s consent) in any legal or arbitration proceedings relating to any Finance Document.
Appears in 1 contract
Sources: Multicurrency Parallel Bridge Facility Agreement (Gold Fields LTD)
Instructions. 1. This form is authorized for use when a bid guaranty is required. Any deviation from this form will require the written approval of the Administrator of General Services.
2. Insert the full legal name and business address of the Principal in the space designated "Principal" on the face of the form. An authorized person shall sign the bond. Any person signing in a representative capacity (e.g., an attorney-in-fact) must furnish evidence of authority if that representative is not a member of the firm, partnership, or joint venture, or an officer of the corporation involved.
3. The bond may express penal sum as a percentage of the bid price. In these cases, the bond may state a maximum dollar limitation (e.g., 20% of the bid price but the amount not to exceed dollars).
(a) Corporations executing the bond as sureties must appear on the Department of the Treasury's list of approved sureties and must act within the limitations listed therein. The Security Agent shall:
value put into the LIABILITY LIMIT block is the penal sum (ii.e., the face value) subject to paragraphs (d) and (e) below exercise or refrain from exercising any rightof the bond, power, authority or discretion vested in it as Security Agent in accordance with any instructions given to it by the Majority Lenders (or the Facility Agent on their behalf);
(ii) not be liable for any act (or omission) if it acts (or refrains from acting) in accordance with paragraph (i) above (or if this Agreement stipulates the matter unless a co-surety arrangement is a decision for any other Lender or group of Lenders in accordance with instructions given to it by that Lender or group of Lenders)proposed.
(b) The Security Agent When multiple corporate sureties are involved, their names and addresses shall be entitled appear in the spaces (Surety A, Surety B, etc.) headed "CORPORATE SURETY(IES)." In the space designated "SURETY(IES)" on the face of the form, insert only the letter identifier corresponding to request instructionseach of the sureties. Moreover, or clarification when co-surety arrangements exist, the parties may allocate their respective limitations of any instructionliability under the bond, from provided that the Majority Lenders (or sum total of their liability equals 100% of the Facility Agent on their behalf) (or, if this Agreement stipulates the matter is a decision for any other Lender or group of Lenders, from that Lender or group of Lenders) as to whether, and in what manner, it should exercise or refrain from exercising any right, power, authority or discretion and the Security Agent may refrain from acting unless and until it receives those instructions or that clarificationbond penal sum.
(c) Save When individual sureties are involved, a completed Affidavit of Individual Surety (Standard Form 28) for each individual surety, shall accompany the bond. The Government may require the surety to furnish additional substantiating information concerning its financial capability.
5. Corporations executing the bond shall affix their corporate seals. Individuals shall execute the bond opposite the word "Corporate Seal"; and shall affix an adhesive seal if executed in Maine, New Hampshire, or any other jurisdiction requiring adhesive seals.
6. Type the name and title of each person signing this bond in the case of decisions stipulated to be a matter for any other Lender or group of Lenders under this Agreement and unless a contrary intention appears in this Agreement, any instructions given to the Security Agent by the Majority Lenders shall override any conflicting instructions given by any other Parties and will be binding on all Secured Partiesspace provided.
(d) Paragraph (a) above shall not apply:
(i) where a contrary indication appears in this Agreement;
(ii) where this Agreement requires the Security Agent 7. In its application 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, clauses 31.7 (No duty to account) to clause 31.12 (Exclusion of liability), clause 31.15 (Confidentiality) to clause 31.21 (Custodians and nominees) and clause 31.24 (Acceptance of title) to clause 31.28 (Disapplication of Trustee Acts).
(e) The Security Agent may refrain from acting in accordance with any instructions of any Lender or group of Lenders until it has received any indemnification and/or security that it may in its discretion require (which may be greater in extent than that contained in the Finance Documents and which may include payment in advance) for any cost, loss or liability (together with any associated VAT) which it may incur in complying with those instructions.
(f) Without prejudice to the provisions of the remainder of this clause 31.4, in the absence of instructionsnegotiated contracts, the Security Agent may act terms "bid" and "bidder" shall include "proposal" and "offeror." STANDARD FORM 24 (or refrain from actingREV. 8/2016) as it considers in its discretion to be appropriate.BACK SECTION B-SCHEDULE OF PRICES Item No. Supplies/Services Quantity Unit Unit Price Amount 0001 New Speed Reducers (Right Angle Gearboxes) - Supply 1 JOB 0002 Mobilization/Demobilization 1 JOB 0003 F.S.I. Barriers - Supply 2 EA 0004 Dewatering Pump Station Intake • Trash Screen Removal & Re- installation • Divers • F.S.I. Barrier Installation & Removal • Sump Pumps • Materials 1 JOB 0005 Pump Unit #2 & #3 Final Repairs • Pump Column Removal • Transport • Inspection • New Speed Reducer Pedestals • New Solid Shafts • New Bearings • Materials • Shop Testing & Alignment • Transport • Installation • Electrical Work • Engine Pedestal Repairs • Alignment Work • Materials • Pump Monitoring & Controls Repair Work • Diesel Engines #2 & #3 Oil Changes w/ Oil Sample Analysis • Pump Test & Vibration Reading • Training 1 JOB 0006 Pump Unit #2 Inspection Report and Findings 1 JOB 0007 Pump Unit #1 & #4 Final Repairs • Pump Column Removal • Transport • Inspection • New Speed Reducer Pedestals • New Solid Shafts • New Bearings • Materials • Shop Testing & Alignment 1 JOB • Transport • Installation • Electrical Work • Engine Pedestal Repairs • Alignment Work • Materials • Pump Monitoring & Controls Repair Work • Diesel Engines #1 & #4 Oil Changes w/ Oil Sample Analysis • Pump Test & Vibration Reading • Training 0008 Spare Parts 1 JOB 0009 Material Disposal 1 JOB 0010 Final Report & As Built Drawings • Shop Inspection Reports & Findings • Alignment & Installation Tolerance Verifications • Engine & Speed Reducer Bolt Torque Values • Pump Test & Vibration Reports 1 JOB Total Amount:
Appears in 1 contract
Sources: Contract
Instructions. (a) The Security Facility Agent shall:
(i) subject to paragraphs (d) and (e) below 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 Facility Agent in accordance with any instructions given to it by by:
(A) all Lenders if such right, power, authority or discretion relates to any matter that the requires the consent or instructions of all of the Lenders pursuant to the terms of the applicable Finance Document(s); and
(B) in all other cases, the Majority Lenders (or the Facility Agent on their behalf);Lenders; and
(ii) not be liable for any act (or omission) if it acts (or refrains from acting) in accordance with paragraph (i) above (or if this Agreement stipulates the matter is a decision for any other Lender or group of Lenders in accordance with instructions given to it by that Lender or group of Lenders)above.
(b) The Security Facility Agent shall be entitled to request instructions, or clarification of any instruction, from the Majority Lenders (or the Facility Agent on their behalf) (or, if this Agreement the applicable Finance Document(s) stipulates the matter is a decision for that instructions from or consent of any other Lender or any group of LendersLenders are required, from that other Lender or that group of Lenders) as to whether, and in what manner, it should exercise or refrain from exercising any right, power, authority or discretion vested in it as Facility Agent and the Security Facility Agent may refrain from acting unless and until it receives those instructions or that clarification.
(c) Save in the case of decisions stipulated to be a any matter for that requires the instructions or consent of any other Lender or group of Lenders under this Agreement the applicable Finance Document(s) and unless a contrary intention indication appears in this Agreementa Finance Document, any instructions given to the Security Facility Agent by the Majority Lenders shall override any conflicting instructions given by any other Parties and will be binding on all Secured PartiesFinance Parties save for the Security Agent.
(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; 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, clauses 31.7 (No duty to account) to clause 31.12 (Exclusion of liability), clause 31.15 (Confidentiality) to clause 31.21 (Custodians and nominees) and clause 31.24 (Acceptance of title) to clause 31.28 (Disapplication of Trustee Acts).
(e) The Security Facility Agent may refrain from acting in accordance with any instructions of any Lender or group of Lenders until it has received any indemnification and/or security that it may in its discretion require (which may be greater in extent than that contained in the Finance Documents and which may include payment in advance) for any cost, loss or liability (together with any associated VAT) which it may incur in complying with those instructions.
(fe) Without prejudice to the provisions of the remainder of this clause 31.4, in In the absence of instructions, the Security Facility Agent may act (or refrain from acting) as it considers in its discretion to be appropriatein the best interest of the Lenders.
(f) The Facility Agent is not authorised to act on behalf of a Lender (without first obtaining that Lender’s consent) in any legal or arbitration proceeding relating to any Finance Document. This paragraph (f) shall not apply to any legal or arbitration proceedings relating to the perfection, preservation or protection of rights under the Transaction Security Documents or enforcement of the Transaction Security or Transaction Security Documents.
Appears in 1 contract
Instructions. (a) The Security Administrative Agent shall:
: (i) subject to paragraphs (d) and (e) below exercise or refrain from exercising any rightrights, power, authority or discretion vested in it as Security Administrative Agent in accordance with any instructions given to it by the Majority Lenders (or the Facility Agent on their behalf);
Lenders; and (ii) not be liable for any act (or omission) if it acts (or refrains from acting) in accordance with paragraph subsection (i) above (or if this Agreement stipulates the matter is a decision for any other Lender or group of Lenders in accordance with instructions given to it by that Lender or group of Lenders)above.
(b) The Security Administrative Agent shall be entitled to request instructions, or clarification of any instruction, from the Majority Lenders (or the Facility Agent on their behalf) (or, if this Agreement stipulates the matter is a decision for any other Lender or group of Lenders, from that Lender or group of Lenders) as to whether, and in what manner, it should exercise or refrain from exercising any right, power, authority or discretion and the Security discretion. The Administrative Agent may refrain from acting unless and until it receives those any such instructions or clarification that clarificationit has requested.
(c) Save in the case of decisions stipulated to be a matter for any other Lender or group of Lenders under this Agreement and unless Unless a contrary intention indication appears in this Agreementa Loan Document, any instructions given to the Security Administrative Agent by the Majority Lenders shall override any conflicting instructions given by any other Parties and will be binding on all Secured PartiesLenders.
(d) Paragraph Subsection (a) above shall not apply:
: (i) where a contrary indication appears in this Agreement;
a Loan Document; (ii) where this Agreement a Loan Document requires the Security Administrative Agent to act in a specified manner or to take a specified action; or
and (iii) in respect of any provision which protects the Security Administrative Agent's ’s own position in its personal capacity as opposed to its role of Security Administrative Agent for the Secured relevant Parties including, without limitation, clauses 31.7 (No duty to account) to clause 31.12 (Exclusion of liability), clause 31.15 (Confidentiality) to clause 31.21 (Custodians and nominees) and clause 31.24 (Acceptance of title) to clause 31.28 (Disapplication of Trustee Actsas applicable).
(e) If giving effect to instructions given by the Lender would (in the Administrative Agent’s opinion) have an effect equivalent to an amendment or waiver, the Administrative Agent shall not act in accordance with those instructions unless consent to it so acting is obtained from each Party whose consent would have been required in respect of that amendment or waiver.
(f) The Security Administrative Agent (as applicable) may refrain from acting in accordance with any instructions of any Lender or group of Lenders until it has received any indemnification and/or security that it may in its discretion require (which may be greater in extent than that contained in the Finance Loan Documents and which may include payment in advance) for any cost, loss or liability (together with any associated VAT) which it may incur in complying with those instructions.
(f) . Without prejudice to the provisions of the remainder of this clause 31.4Section 9.14, in the absence of instructions, the Security Administrative Agent may act (or refrain from acting) as it considers in its discretion to be appropriatein the best interest of (in the case of the Administrative Agent) the Lenders and (in the case of the Security Agent) the Secured Parties.
Appears in 1 contract
Instructions. (a) The Security Agent shall:
(i) subject to paragraphs (d) and (e) below 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 by:
(A) all Lenders (or the Facility Agent on their behalf) if the relevant Finance Document stipulates the matter is an all Lender decision; and
(B) in all other cases, the Majority Lenders (or the Facility Agent on their behalf);; and
(ii) not be liable for any act (or omission) if it acts (or refrains from acting) in accordance with sub-paragraph (i) above (or if this Agreement stipulates the matter is a decision for any other Lender Finance Party or group of Lenders Finance Parties, in accordance with instructions given to it by that Lender Finance Party or group of LendersFinance Parties).
(b) The Security Agent shall be entitled to request instructions, or clarification of any instruction, from the Majority Lenders (or the Facility Agent on their behalf) (or, if this Agreement the relevant Finance Document stipulates the matter is a decision for any other Lender Finance Party or group of LendersFinance Parties, from that Lender Finance Party or group of LendersFinance Parties) 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 any such instructions or clarification that clarificationit has requested.
(c) Save in the case of decisions stipulated to be a matter for any other Lender Finance Party or group of Lenders Finance Parties under this Agreement the relevant Finance Document and unless a contrary intention indication appears in this Agreementa Finance Document, any instructions given to the Security Agent by the Majority Lenders shall override any conflicting instructions given by any other Parties and will be binding on all Secured Finance Parties.
(d) Paragraph (a) above shall not apply:
(i) where a contrary indication appears in this Agreementa Finance Document;
(ii) where this Agreement a Finance Document 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 relevant Secured Parties including, without limitation, clauses 31.7 (No duty to account) to clause 31.12 (Exclusion of liability), clause 31.15 (Confidentiality) to clause 31.21 (Custodians and nominees) and clause 31.24 (Acceptance of title) to clause 31.28 (Disapplication of Trustee Acts)Parties.
(iv) in respect of the exercise of the Security Agent's discretion to exercise a right, power or authority under any of:
(A) Clause 31.28 (Application of receipts);
(B) Clause 31.29 (Permitted Deductions); and
(C) Clause 31.30 (Prospective liabilities). 132 EUROPE/78937797v7
(e) 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 44 (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 amendment or waiver.
(f) In exercising any discretion to exercise a right, power or authority under the Finance Documents where either:
(i) it has not received any instructions as to the exercise of that discretion; or
(ii) the exercise of that discretion is subject to sub-paragraph (iv) of paragraph (d) above, the Security Agent shall do so having regard to the interests of all the Secured Parties.
(g) The Security Agent may refrain from acting in accordance with any instructions of any Lender Finance Party or group of Lenders Finance Parties until it has received any indemnification and/or security that it may in its discretion require (which may be greater in extent than that contained in the Finance Documents and which may include payment in advance) for any cost, loss or liability (together with any associated applicable VAT) which it may incur in complying with those instructions.
(fh) Without prejudice to the provisions of the remainder of this clause 31.4Clause 31.4 (Instructions), in the absence of instructions, the Security Agent may act (or refrain from actingbut shall not be obliged to) take such action in the exercise of its powers and duties under the Finance Documents as it considers in its discretion to be appropriate.
(i) The Security Agent is not authorised to act on behalf of a Finance Party (without first obtaining that Finance Party's consent) in any legal or arbitration proceedings relating to any Finance Document. This paragraph (i) 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 Transaction Security or Security Documents.
Appears in 1 contract
Instructions. (a) The Security Each of the Facility Agent and the Collateral Management Agent shall:
(i) subject to paragraphs (d) and (e) below 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 Facility Agent or the Collateral Management Agent (as the case may be) in accordance with any instructions given to it by by:
(A) all Lenders if the relevant Finance Document stipulates the matter is an all Lender decision; or
(B) in all other cases, the Majority Lenders (or the Facility Agent on their behalf);Lenders; and
(ii) not be liable for any act (or omission) if it acts (or refrains from acting) in accordance with paragraph (i) above (or if this Agreement stipulates the matter is a decision for any other Lender or group of Lenders in accordance with instructions given to it by that Lender or group of Lenders)above.
(b) The Security Each of the Facility Agent and the Collateral Management Agent shall be entitled to request instructions, or clarification of any instruction, from the Majority Lenders (or the Facility Agent on their behalf) (or, if this Agreement the relevant Finance Document stipulates the matter is a decision for any other Lender or group of Lenders, from that Lender or group of Lenders) as to whether, and in what manner, it should exercise or refrain from exercising any right, power, authority or discretion and the Security Facility Agent and the Collateral Management Agent may refrain from acting unless and until it receives they receive those instructions or that clarification.
(c) Save in the case of decisions stipulated to be a matter for any other Lender or group of Lenders under this Agreement the relevant Finance Document and unless a contrary intention indication appears in this Agreementa Finance Document, any instructions given to the Security Facility Agent or the Collateral Management Agent by the Majority Lenders shall override any conflicting instructions given by any other Parties and will be binding on all Secured PartiesFinance Parties save for the Security Agent.
(d) Paragraph (a) above shall not apply:
(i) where a contrary indication appears in this Agreement;
(ii) where this Agreement requires Each of the Security Facility Agent to act in a specified manner or to take a specified action; or
(iii) in respect of any provision which protects and 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, clauses 31.7 (No duty to account) to clause 31.12 (Exclusion of liability), clause 31.15 (Confidentiality) to clause 31.21 (Custodians and nominees) and clause 31.24 (Acceptance of title) to clause 31.28 (Disapplication of Trustee Acts).
(e) The Security Collateral Management Agent may refrain from acting in accordance with any instructions of any Lender or group of Lenders until it has received any indemnification and/or security that it may in its discretion require (which may be greater in extent than that contained in the Finance Documents and which may include payment in advance) for any cost, loss or liability (together with any associated VAT) which it may incur in complying with those instructions.
(fe) Without prejudice to the provisions of the remainder of this clause 31.4, in In the absence of instructions, each of the Security Facility Agent and the Collateral Management Agent may act (or refrain from acting) as it considers in its discretion to be appropriatein the best interest of the Lenders.
(f) The Facility Agent and the Collateral Management Agent are 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 Transaction Security Documents or enforcement of the Transaction Security or Transaction Security Documents.
Appears in 1 contract
Sources: Borrowing Base Facility Agreement (Aegean Marine Petroleum Network Inc.)
Instructions. (a) The Security Agent shall:
(i) subject to paragraphs (d) and (e) below 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 by:
(A) all Lenders (or the Facility Agent on their behalf) if the relevant Finance Document stipulates the matter is an all Lender decision; and
(B) in all other cases, the Majority Lenders (or the Facility Agent on their behalf);; and
(ii) not be liable for any act (or omission) if it acts (or refrains from acting) in accordance with sub-paragraph (i) above (or if this Agreement stipulates the matter is a decision for any other Lender Finance Party or group of Lenders Finance Parties, in accordance with instructions given to it by that Lender Finance Party or group of LendersFinance Parties).
(b) The Security Agent shall be entitled to request instructions, or clarification of any instruction, from the Majority Lenders (or the Facility Agent on their behalf) (or, if this Agreement the relevant Finance Document stipulates the matter is a decision for any other Lender Finance Party or group of LendersFinance Parties, from that Lender Finance Party or group of LendersFinance Parties) 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 any such instructions or clarification that clarificationit has requested.
(c) Save in the case of decisions stipulated to be a matter for any other Lender Finance Party or group of Lenders Finance Parties under this Agreement the relevant Finance Document and unless a contrary intention indication appears in this Agreementa Finance Document, any instructions given to the Security Agent by the Majority Lenders shall override any conflicting instructions given by any other Parties and will be binding on all Secured Finance Parties.
(d) Paragraph (a) above shall not apply:
(i) where a contrary indication appears in this Agreementa Finance Document;
(ii) where this Agreement a Finance Document 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 relevant Secured Parties includingParties;
(iv) in respect of the exercise of the Security Agent's discretion to exercise a right, without limitation, clauses 31.7 power or authority under any of:
(No duty to accountA) to clause 31.12 Clause 32.27 (Exclusion Application of liabilityreceipts), clause 31.15 ;
(ConfidentialityB) to clause 31.21 Clause 32.28 (Custodians and nomineesPermitted Deductions); and
(C) and clause 31.24 Clause 32.29 (Acceptance of title) to clause 31.28 (Disapplication of Trustee ActsProspective liabilities).
(e) 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 44 (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 amendment or waiver.
(f) In exercising any discretion to exercise a right, power or authority under the Finance Documents where either:
(i) it has not received any instructions as to the exercise of that discretion; or
(ii) the exercise of that discretion is subject to sub-paragraph (iv) of paragraph (d) above, the Security Agent shall do so having regard to the interests of all the Secured Parties.
(g) The Security Agent may refrain from acting in accordance with any instructions of any Lender Finance Party or group of Lenders Finance Parties until it has received any indemnification and/or security that it may in its discretion require (which may be greater in extent than that contained in the Finance Documents and which may include payment in advance) for any cost, loss or liability (together with any associated applicable VAT) which it may incur in complying with those instructions.
(fh) Without prejudice to the provisions of the remainder of this clause 31.4Clause 32.4 (Instructions), in the absence of instructions, the Security Agent may act (or refrain from actingbut shall not be obliged to) take such action in the exercise of its powers and duties under the Finance Documents as it considers in its discretion to be appropriate.
(i) The Security Agent is not authorised to act on behalf of a Finance Party (without first obtaining that Finance Party's consent) in any legal or arbitration proceedings relating to any Finance Document. This paragraph (i) 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 Transaction Security or Security Documents.
Appears in 1 contract
Instructions. (a) The Security Administrative Agent shall:
shall (i) subject to paragraphs (d) and (e) below unless a contrary indication appears in a Credit Document, exercise or refrain from exercising any right, power, authority or discretion vested in it as Security Administrative Agent in accordance with any instructions given to it by (A) all Lenders if the Majority relevant Credit Document stipulates the matter is an all Lender decision, and (B) in all other cases, the Required Lenders, the European Required Lenders or the French Required Lenders (or the Facility Agent on their behalfas applicable);
(ii) , and not be liable for any act (or omission) if it acts (or refrains from acting) in accordance with paragraph (i) above (or if this Agreement stipulates the matter is a decision for any other Lender or group of Lenders in accordance with instructions given to it by that Lender or group of Lenders)above.
(b) The Security Administrative Agent shall be entitled to request instructions, or clarification of any instruction, from the Majority Required Lenders, the European Required Lenders or the French Required Lenders (or the Facility Agent on their behalfas applicable) (or, if this Agreement the relevant Credit Document stipulates the matter is a decision for any other Lender or group of Lenders, from that Lender or group of Lenders) as to whether, and in what manner, it should exercise or refrain from exercising any right, power, authority or discretion and the Security Administrative Agent may refrain from acting unless and until it receives those instructions or that clarification.
(c) Save in the case of decisions stipulated to be a matter for any other Lender or group of Lenders under this Agreement the relevant Credit Document and unless a contrary intention indication appears in this Agreementa Credit Document, any instructions given to the Security Administrative Agent by the Majority Required Lenders, the European Required Lenders or the French Required Lenders (as applicable) shall override any conflicting instructions given by any other Parties parties and will be binding on all Secured PartiesParties save for the Collateral Agent.
(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; 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, clauses 31.7 (No duty to account) to clause 31.12 (Exclusion of liability), clause 31.15 (Confidentiality) to clause 31.21 (Custodians and nominees) and clause 31.24 (Acceptance of title) to clause 31.28 (Disapplication of Trustee Acts).
(e) The Security Administrative Agent may refrain from acting in accordance with any instructions of any Lender or group of Lenders until it has received any indemnification and/or security that it may in its discretion require (which may be greater in extent than that contained in the Finance Credit Documents and which may include payment in advance) for any cost, loss or liability (together with any associated VAT) which it may incur in complying with those instructions.
(fe) Without prejudice to the provisions of the remainder of this clause 31.4, in In the absence of instructions, the Security Administrative Agent may act (or refrain from acting) as it considers in its discretion to be appropriatein the best interest of the Lenders.
(f) The Administrative 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 Credit 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 Collateral or Security Documents.
Appears in 1 contract
Sources: Abl Credit Agreement (Univar Inc.)
Instructions. (a) The Security Agent shall:
(i) subject to paragraphs (d) and (e) below 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 by:
(A) all Lenders if the relevant Finance Document stipulates the matter is an all Lender decision; and
(B) in all other cases, the Majority Lenders (or the Facility Agent on their behalf);Lenders; and
(ii) not be liable for any act (or omission) if it acts (or refrains from acting) in accordance with paragraph (i) above (or if this Agreement stipulates the matter is a decision for any other Lender or group of Lenders in accordance with instructions given to it by that Lender or group of Lenders)above.
(b) The Security Agent shall be entitled to request instructions, or clarification of any instruction, from the Majority Lenders (or the Facility Agent on their behalf) (or, if this Agreement the relevant Finance Document stipulates the matter is a decision for any other Lender or group of Lenders, from that Lender or group of Lenders) as to whether, and in what manner, it should exercise or refrain from exercising any right, power, authority or discretion and the Security Agent may refrain from acting unless and until it receives those instructions or that clarification.
(c) Save in the case of decisions stipulated to be a matter for any other Lender or group of Lenders under this Agreement the relevant Finance Document and unless a contrary intention indication appears in this Agreementa Finance Document, any instructions given to the Security Agent by the Majority Lenders shall override any conflicting instructions given by any other Parties and will be binding on all Secured PartiesFinance Parties save for the Security Agent.
(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; 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, clauses 31.7 (No duty to account) to clause 31.12 (Exclusion of liability), clause 31.15 (Confidentiality) to clause 31.21 (Custodians and nominees) and clause 31.24 (Acceptance of title) to clause 31.28 (Disapplication of Trustee Acts).
(e) The Security Agent may refrain from acting in accordance with any instructions of any Lender or group of Lenders until it has received any indemnification and/or security that it may in its discretion require (which may be greater in extent than that contained in the Finance Documents and which may include payment in advance) for any cost, loss or liability (together with any associated VAT) which it may incur in complying with those instructions.
(fe) Without prejudice to the provisions of the remainder of this clause 31.4, in In the absence of instructions, the Security Agent may act (or refrain from acting) as it considers in its discretion to be appropriatein the best interest of the Lenders.
(f) The 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 Transaction Security Documents or enforcement of the Transaction Security or Transaction Security Documents.
Appears in 1 contract
Instructions. (a) The Security Agent shall at all times act on the instructions of the relevant Lender(s).
(b) The Security Agent shall:
(i) subject to paragraphs (de) and (ef) below below, 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 Majority Lenders (or the Facility Agent on their behalfrelevant Lender(s);; and
(ii) not be liable for any act (or omission) if it acts (or refrains from acting) in accordance with paragraph (i) above (or or, if this Agreement stipulates the matter is a decision for any other Lender Finance Party or group of Lenders Finance Parties, in accordance with instructions given to it by that Lender Finance Party or group of LendersFinance Parties).
(bc) The Security Agent shall be entitled to request instructions, or clarification of any instruction, from the Majority Lenders (or in respect of the Facility Agent on their behalf) (or, if this Agreement stipulates the matter is a decision for any other Lender Finance Party or group of LendersFinance Parties, from that Lender Finance Party or group of LendersFinance Parties) 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.
(cd) Save in the case of decisions stipulated to be a matter for any other Lender Finance Party or group of Lenders Finance Parties under this Agreement and unless a contrary intention appears in this Agreement, any instructions given to the Security Agent by the Majority Lenders in respect of the Facility shall override any conflicting instructions given by any other Parties and will be binding on all Secured Finance Parties.
(de) Paragraph (ab) 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 ’s own position in its personal capacity as opposed to its role of Security Agent for the Secured Finance Parties including, without limitation, clauses 31.7 (No duty to account) to clause 31.12 Clause 23.12 (Exclusion of liabilityLiability), clause 31.15 Clause 24.5 (No Duty to Account), Clause 24.13 (Confidentiality) to clause 31.21 Clause 24.19 (Custodians Security Agent and nomineesNominees) and clause 31.24 Clause 24.22 (Acceptance of titleTitle); or
(ii) in respect of the exercise of the Security Agent’s discretion to clause 31.28 exercise a right, power or authority under Clause 28.5 (Disapplication of Trustee Acts)Partial Payments) or any equivalent provision in the Transaction Security Documents.
(ef) If giving effect to instructions given by the relevant Lender(s) in accordance with this Agreement would (in the Security Agent’s opinion) have an effect equivalent to an amendment to this Agreement, 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.
(g) In exercising any discretion to exercise a right, power or authority under the Finance Documents where it has not received any instructions as to the exercise of that discretion the Security Agent shall do so having regard to the interests of all the Finance Parties under the Facility in respect of which it is the Security Agent.
(h) The Security Agent may refrain from acting in accordance with any instructions of any Lender Finance Party or group of Lenders Finance Parties until it has received any indemnification and/or security that it may in its discretion require (which may be greater in extent than that contained in the Finance Documents and which may include payment in advance) for any cost, loss or liability (together with any associated applicable VAT) which it may incur in complying with those instructions.
(fi) Without prejudice to the provisions of Clause 25 (Enforcement of Transaction Security) and the remainder of this clause 31.4Clause 24.2, in the absence of instructions, the Security Agent may act (or refrain from acting) as it considers in its discretion to be appropriate.
Appears in 1 contract
Instructions. (a) The Security Agent shall:
(i) subject to paragraphs (d) and (e) below below, 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 Majority Lenders (or the Facility Agent on their behalf);applicable Instructing Group; and
(ii) not be liable for any act (or omission) if it acts (or refrains from acting) in accordance with paragraph (i) above (or or, if this Agreement stipulates the matter is a decision for any other Lender Creditor or group of Lenders Creditors or any Debtor, in accordance with instructions given to it by that Lender Creditor, Debtor or group of LendersCreditors).
(b) The Security Agent shall be entitled to request instructions, or clarification of any instruction, from the Majority Lenders (applicable Instructing Group, including each Creditor Representative representing each Creditor or group of Creditors comprising the Facility Agent on their behalf) Instructing Group (or, if this Agreement stipulates the matter is a decision for any other Lender Creditor or group of LendersCreditors or any Debtor, from that Lender Creditor or group of LendersCreditors (including each Creditor Representative representing such Creditor or such group of Creditors), or that Debtor) 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) Save in the case of decisions stipulated to be a matter for any other Lender Creditor or group of Lenders Creditors under this Agreement and unless a contrary intention appears in this Agreement, any instructions given to the Security Agent by the Majority Lenders applicable Instructing Group shall override any conflicting instructions given by any other Parties and will be binding on all other relevant Secured 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; oraction including, without limitation, pursuant to 13.2 (Enforcement Instructions – Super Senior Additional Security) and Clause 17.4 (Pre-Authorised Actions);
(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, clauses 31.7 Clauses 17.8 (No duty to account) to clause 31.12 Clause 17.13 (Exclusion of liability), clause 31.15 Clause 17.16 (Confidentiality) to clause 31.21 Clause 17.23 (Custodians and nominees) and clause 31.24 Clause 17.26 (Acceptance of title) to clause 31.28 Clause 17.30 (Disapplication of Trustee Acts);
(A) Clause 16.1 (Order of application);
(B) Clause 16.2 (Prospective liabilities);
(C) Clause 16.7 (Permitted Deductions); and
(D) Clause 16.4 (Prospective liabilities – Super Senior Additional Security).
(e) If giving effect to instructions given by the applicable 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 the Debt Documents where either:
(i) it has not received any instructions 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 Super Senior Secured Parties (in the case of any right, power or authority under the Super Senior Additional Security Documents or any other matter related to the Super Senior Additional Security), all the Shared Secured Parties (in the case of any right, power or authority under the Shared Transaction Security Documents or any other matter related to the Shared Transaction Security) or all the Secured Parties (in all other cases).
(g) The Security Agent may refrain from acting in accordance with any instructions of any Lender Creditor or group of Lenders Creditors until it has received any indemnification and/or security that it may in its discretion require (which may be greater in extent than that contained in the Finance Debt Documents and which may include payment in advance) for any cost, loss or liability (together with any associated applicable VAT) which it may incur in complying with those instructions.
(fh) Without prejudice to the provisions of Clause 12 (Enforcement of Shared Transaction Security), 13 (Enforcement of Super Senior Additional Security) and the remainder of this clause 31.4Clause 17.3, in the absence of instructions, the Security Agent may act (or refrain from acting) as it considers in its discretion to be appropriate.
Appears in 1 contract
Sources: Intercreditor Agreement (NAC Aviation Colorado 1 LLC)
Instructions. (a) The Each of the Agent and the Security Agent shall:
(i) subject to paragraphs (d) and (e) below unless a contrary indication appears in a Finance Document, exercise or refrain from exercising any right, power, authority or discretion vested in it as Agent or Security Agent (as applicable) in accordance with any instructions given to it by by:
(A) all Lenders if the relevant Finance Document stipulates the matter is an all Lender decision; and
(B) in all other cases, the Majority Lenders (or the Facility Agent on their behalf);Lenders; and
(ii) not be liable for any act (or omission) if it acts (or refrains from acting) in accordance with paragraph (i) above or if it acts on the instructions of all Lenders if the relevant Finance Document stipulates the matter is an all Lender decision or, in all other cases, if it acts on the instructions of the Majority Lenders (or or, if this Agreement stipulates the matter is a decision for any other Lender Finance Party or group of Lenders Finance Parties, if it acts in accordance with instructions given to it by the decision of that Lender Finance Party or group of LendersFinance Parties).
(b) The Each of the Agent and the Security Agent shall be entitled to request instructions, or clarification of any instruction, from the Majority Lenders (or the Facility Agent on their behalf) (or, if this Agreement the relevant Finance Document stipulates the matter is a decision for any other Lender Finance Party or group of LendersFinance Parties, from that Lender Finance Party or group of LendersFinance Parties) as to whether, and in what manner, it should exercise or refrain from exercising any right, power, authority or discretion and the Agent or Security Agent (as applicable) may refrain from acting unless and until it receives those any such instructions or clarification that clarificationit has requested and shall incur no liability whatsoever as a result of so refraining from acting where it has not received such instructions or clarification requested by it .
(c) Save in the case of decisions stipulated to be a matter for any other Lender Finance Party or group of Lenders Finance Parties under this Agreement the relevant Finance Document and unless a contrary intention indication appears in this Agreementa Finance Document, any instructions given to the Agent or the Security Agent (as applicable) by the Majority Lenders shall override any conflicting instructions given by any other Parties and will be binding on all Secured Finance Parties.
(d) Paragraph (a) above shall not apply:
(i) where a contrary indication appears in this Agreementa Finance Document;
(ii) where this Agreement a Finance Document requires the Agent or 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 Agent’s or Security Agent's ’s own position in its personal capacity as opposed to its role of Agent or Security Agent for the relevant Finance Parties or Secured Parties (as applicable) including, without limitation, clauses 31.7 Clause 25.6 (No duty to accountfiduciary duties) to clause 31.12 Clause 25.11 (Exclusion of liability), clause 31.15 Clause 25.14 (Confidentiality) to clause 31.21 Clause 25.22 (Custodians and nominees) and clause 31.24 Clause 25.25 (Acceptance of title) to clause 31.28 Clause 25.28 (Disapplication of Trustee Acts);
(iv) in respect of the exercise of the Security Agent’s discretion to exercise a right, power or authority under any of:
(A) Clause 26.1 (Order of application);
(B) Clause 26.2 (Prospective liabilities); and
(C) Clause 26.5 (Permitted Deductions).
(e) The If giving effect to instructions given by the Majority Lenders would (in the Agent’s or (as applicable) the Security Agent’s opinion) have an effect equivalent to an amendment or waiver referred to in Clause 35 (Amendments and waivers), the Agent or (as applicable) 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 Agent or 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 the Finance Documents where either:
(i) it has not received any instructions as to the exercise of that discretion; or
(ii) the exercise of that discretion is subject to paragraph (d)(iv) above, the Agent or the Security Agent shall do so having regard to the interests of (in the case of the Agent) all the Finance Parties and (in the case of the Security Agent) all the Secured Parties.
(g) The Agent or the Security Agent (as applicable) may refrain from acting in accordance with any instructions of any Lender Finance Party or group of Lenders Finance Parties until it has received any indemnification and/or security that it may in its discretion require (which may be greater in extent than that contained in the Finance Documents and which may include payment in advanceadvance or payment of any unpaid fees, costs and expenses payable by the Borrower to the Agent or Security Agent pursuant to this Agreement) for any cost, loss or liability (together with any associated applicable VAT) which it may incur in complying with those instructions.
(fh) Without prejudice to the provisions of the remainder of this clause 31.4Clause 25.3, in the absence of instructions, each of the Agent and the Security Agent may act (or refrain from acting) as it considers in its discretion to be appropriatein the best interest of (in the case of the Agent) the Finance Parties and (in the case of the Security Agent) the Secured Parties and shall incur no liability whatsoever as a result of so acting or refraining from acting.
(i) Neither the Agent nor the Security Agent is authorised to act on behalf of a Secured Party (without first obtaining that Secured Party’s consent) in any legal or arbitration proceedings relating to any Finance Document. This paragraph (i) 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 Transaction Security or the Security Documents.
Appears in 1 contract
Sources: Mezzanine Facility Agreement (American Realty Capital Global Trust II, Inc.)
Instructions. (a) The Security Facility Agent shall:
(i) subject to paragraphs (d) and (e) below 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 Facility Agent in accordance with any instructions given to it by by:
(A) all Lenders if the relevant Finance Document stipulates the matter is an all Lender decision; and
(B) in all other cases, the Majority Lenders (or the Facility Agent on their behalf)Lenders;
(ii) not be liable for any act (or omission) if it acts (or refrains from acting) in accordance with paragraph (i) above (or if this Agreement stipulates the matter is a decision for any other Lender or group of Lenders in accordance with instructions given to it by that Lender or group of Lenders)above.
(b) The Security Facility Agent shall be entitled to request instructions, or clarification of any instruction, from the Majority Lenders (or the Facility Agent on their behalf) (or, if this Agreement the relevant Finance Document stipulates the matter is a decision for any other Lender or group of Lenders, from that Lender or group of Lenders) as to whether, and in what manner, it should exercise or refrain from exercising any right, power, authority or discretion and the Security Facility Agent may refrain from acting unless and until it receives those instructions or that clarification.
(c) Save in the case of decisions stipulated to be a matter for any other Lender or group of Lenders under this Agreement the relevant Finance Document and unless a contrary intention indication appears in this Agreementa Finance Document, any instructions given to the Security Facility Agent by the Majority Lenders shall override any conflicting instructions given by any other Parties and will be binding on all Secured PartiesFinance Parties save for the Security Agent.
(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; 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, clauses 31.7 (No duty to account) to clause 31.12 (Exclusion of liability), clause 31.15 (Confidentiality) to clause 31.21 (Custodians and nominees) and clause 31.24 (Acceptance of title) to clause 31.28 (Disapplication of Trustee Acts).
(e) The Security Facility Agent may refrain from acting in accordance with any instructions of any Lender or group of Lenders until it has received any indemnification and/or security that it may in its discretion require (which may be greater in extent than that contained in the Finance Documents and which may include payment in advance) for any cost, loss or liability (together with any associated VAT) which it may incur in complying with those instructions.
(fe) Without prejudice to the provisions of the remainder of this clause 31.4, in In the absence of instructions, the Security Facility Agent may act (or refrain from acting) as it considers in its discretion to be appropriatein the best interest of the Lenders.
(f) The Facility 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 Transaction Security or Security Documents.
Appears in 1 contract
Instructions. (a) The Security Agent shall:
(i) subject to paragraphs (d) and (e) below 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 by:
(A) all Lenders (or the Facility Agent on their behalf) if the relevant Finance Document stipulates the matter is an all Lender decision; and
(B) in all other cases, the Majority Lenders (or the Facility Agent on their behalf);; and
(ii) not be liable for any act (or omission) if it acts (or refrains from acting) in accordance with sub-paragraph (i) above (or if this Agreement stipulates the matter is a decision for any other Lender Finance Party or group of Lenders Finance Parties, in accordance with instructions given to it by that Lender Finance Party or group of LendersFinance Parties).
(b) The Security Agent shall be entitled to request instructions, or clarification of any instruction, from the Majority Lenders (or the Facility Agent on their behalf) (or, if this Agreement the relevant Finance Document stipulates the matter is a decision for any other Lender Finance Party or group of LendersFinance Parties, from that Lender Finance Party or group of LendersFinance Parties) 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 any such instructions or clarification that clarificationit has requested.
(c) Save in the case of decisions stipulated to be a matter for any other Lender Finance Party or group of Lenders Finance Parties under this Agreement the relevant Finance Document and unless a contrary intention indication appears in this Agreementa Finance Document, any instructions given to the Security Agent by the Majority Lenders shall override any conflicting instructions given by any other Parties and will be binding on all Secured Finance Parties.
(d) Paragraph (a) above shall not apply:
(i) where a contrary indication appears in this Agreementa Finance Document;
(ii) where this Agreement a Finance Document 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 relevant Secured Parties includingParties.
(iv) in respect of the exercise of the Security Agent's discretion to exercise a right, without limitation, clauses 31.7 power or authority under any of:
(No duty to accountA) to clause 31.12 Clause 29.27 (Exclusion Application of liabilityreceipts), clause 31.15 ;
(ConfidentialityB) to clause 31.21 Clause 29.28 (Custodians and nomineesPermitted Deductions); and
(C) and clause 31.24 Clause 29.29 (Acceptance of title) to clause 31.28 (Disapplication of Trustee ActsProspective liabilities).
(e) 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 42 (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 amendment or waiver.
(f) In exercising any discretion to exercise a right, power or authority under the Finance Documents where either:
(i) it has not received any instructions as to the exercise of that discretion; or
(ii) the exercise of that discretion is subject to sub-paragraph (iv) of paragraph (d) above, the Security Agent shall do so having regard to the interests of all the Secured Parties.
(g) The Security Agent may refrain from acting in accordance with any instructions of any Lender Finance Party or group of Lenders Finance Parties until it has received any indemnification and/or security that it may in its discretion require (which may be greater in extent than that contained in the Finance Documents and which may include payment in advance) for any cost, loss or liability (together with any associated applicable VAT) which it may incur in complying with those instructions.
(fh) Without prejudice to the provisions of the remainder of this clause 31.4Clause 29.4 (Instructions), in the absence of instructions, the Security Agent may act (or refrain from actingbut shall not be obliged to) take such action in the exercise of its powers and duties under the Finance Documents as it considers in its discretion to be appropriate.
(i) The Security Agent is not authorised to act on behalf of a Finance Party (without first obtaining that Finance Party's consent) in any legal or arbitration proceedings relating to any Finance Document. This paragraph (i) 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 Transaction Security or Security Documents.
Appears in 1 contract
Sources: Term Loan Facility (Navios South American Logistics Inc.)
Instructions. (a) The Security Facility Agent shall:
(i) subject to paragraphs (d) and (e) below 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 Facility Agent in accordance with any instructions given to it by by:
(A) all Lenders if the relevant Finance Document stipulates the matter is an all Lender decision; and
(B) in all other cases, the Majority Lenders (or the Facility Agent on their behalf);Lenders; and
(ii) not be liable for any act (or omission) if it acts (or refrains from acting) (A) in accordance with sub-paragraph (i) above (or or, if this Agreement stipulates the matter is a decision for any other Lender Finance Party or group of Lenders Finance Parties, in accordance with instructions given to it by that Lender Finance Party or group of LendersFinance Parties) or (B) in its capacity as Facility Agent under the Transaction Documents (otherwise than by reason of the Facility Agent’s gross negligence or wilful misconduct).
(b) The Security Facility Agent shall be entitled to request instructions, or clarification of any instruction, from the Majority Lenders (or the Facility Agent on their behalf) (or, if this Agreement the relevant Finance Document stipulates the matter is a decision for any other Lender Finance Party or group of LendersFinance Parties, from that Lender Finance Party or group of LendersFinance Parties) as to whether, and in what manner, it should exercise or refrain from exercising any right, power, authority or discretion and the Security Facility Agent may refrain from acting unless and until it receives those any such instructions or clarification that clarificationit has requested.
(c) Save in the case of decisions stipulated to be a matter for any other Lender Finance Party or group of Lenders Finance Parties under this Agreement the relevant Finance Document and unless a contrary intention indication appears in this Agreementa Finance Document, any instructions given to the Security Facility Agent by the Majority Lenders shall override any conflicting instructions given by any other Parties and will be binding on all Secured Finance Parties.
(d) Paragraph Without prejudice to paragraph (aa)(ii) above, paragraph (a)(i) 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) apply in respect of any provision which protects the Security Facility Agent's ’s own position in its personal capacity as opposed to its role of Security Facility Agent for the Secured Parties including, without limitation, clauses 31.7 (No duty to account) to clause 31.12 (Exclusion of liability), clause 31.15 (Confidentiality) to clause 31.21 (Custodians and nominees) and clause 31.24 (Acceptance of title) to clause 31.28 (Disapplication of Trustee Acts)relevant Finance Parties.
(e) The Security Facility Agent may refrain from acting in accordance with any instructions of any Lender Finance Party or group of Lenders Finance Parties until it has received any indemnification and/or security that it may in its discretion require (which may be greater in extent than that contained in the Finance Documents and which may include payment in advance) for any cost, loss or liability (together with any associated applicable VAT) which it may incur in complying with those instructions.
(f) Without prejudice to the provisions of the remainder of this clause 31.4Clause 29.2 (Instructions), in the absence of instructions, the Security Facility Agent may act shall not be obliged to take any action (or refrain from actingtaking action) as even if it considers in its discretion acting or not acting to be appropriatein the best interests of the Finance Parties.
(g) The Facility Agent is not authorised to act on behalf of a Finance Party (without first obtaining that Finance Party’s consent) in any legal or arbitration proceedings relating to any Finance Document.
Appears in 1 contract
Instructions. (a) The Security Agent shall:
(i) subject to paragraphs (d) and (e) below 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 by:
(A) all Lenders if the relevant Finance Document stipulates the matter is an all Lender decision; and
(B) in all other cases, the Majority Lenders (or the Facility Agent on their behalf);Lenders; and
(ii) not be liable for any act (or omission) if it acts (or refrains from acting) in accordance with paragraph (i) above (or if this Agreement stipulates the matter is a decision for any other Lender or group of Lenders in accordance with instructions given to it by that Lender or group of Lenders)above.
(b) The Security Agent shall be entitled to request instructions, or clarification of any instruction, from the Majority Lenders (or the Facility Agent on their behalf) (or, if this Agreement the relevant Finance Document stipulates the matter is a decision for any other Lender or group of Lenders, from that Lender or group of Lenders) as to whether, and in what manner, it should exercise or refrain from exercising any right, power, authority or discretion and the Security Agent may refrain from acting unless and until it receives those any such instructions or clarification that clarificationit has requested.
(c) Save in the case of decisions stipulated to be a matter for any other Lender or group of Lenders under this Agreement the relevant Finance Document and unless a contrary intention indication appears in this Agreementa Finance Document, any instructions given to the Security Agent by the Majority Lenders shall override any conflicting instructions given by any other Parties and will be binding on all Secured PartiesFinance Parties save for the Security Agent.
(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; 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, clauses 31.7 (No duty to account) to clause 31.12 (Exclusion of liability), clause 31.15 (Confidentiality) to clause 31.21 (Custodians and nominees) and clause 31.24 (Acceptance of title) to clause 31.28 (Disapplication of Trustee Acts).
(e) The Security Agent may refrain from acting in accordance with any instructions of any Lender or group of Lenders until it has received any indemnification and/or security that it may in its discretion require (which may be greater in extent than that contained in the Finance Documents and which may include payment in advance) for any cost, loss or liability (together with any associated VAT) which it may incur in complying with those instructions.
(fe) Without prejudice to the provisions of the remainder of this clause 31.4, in In the absence of instructions, the Security Agent may act (or refrain from acting) as it considers in its discretion to be appropriatein the best interest of the Lenders.
(f) The Agent is not authorised to act on behalf of a Lender (without first obtaining that L▇▇▇▇▇’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 Transaction Security Documents or enforcement of the Transaction Security or Transaction Security Documents.
Appears in 1 contract
Instructions. (a) The Security Agent shall:
(i) subject to paragraphs (d) and (e) below 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 by:
(A) all Lenders if the relevant Finance Document stipulates the matter is an all Lender decision; and
(B) in all other cases, the Majority Lenders (or the Facility Agent on their behalf);Lenders; and
(ii) not be liable for any act (or omission) if it acts (or refrains from acting) in accordance with paragraph (i) above (or if this Agreement stipulates the matter is a decision for any other Lender or group of Lenders in accordance with instructions given to it by that Lender or group of Lenders)above.
(b) 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:
(A) all Lenders if the relevant Finance Document stipulates the matter is an all Lender decision; and
(B) in all other cases, the Majority Lenders; and
(ii) not be liable for any act (or omission) if it acts (or refrains from acting) in accordance with paragraph (i) above.
(c) The Agent and Security Agent shall be entitled to request instructions, or clarification of any instruction, from the Majority Lenders (or the Facility Agent on their behalf) (or, if this Agreement the relevant Finance Document stipulates the matter is a decision for any other Lender or group of Lenders, from that Lender or group of Lenders) as to whether, and in what manner, it should exercise or refrain from exercising any right, power, authority or discretion discretion. Each of the Agent and the Security Agent may refrain from acting unless and until it receives those any such instructions or clarification that clarificationit has requested.
(cd) Save in the case of decisions stipulated to be a matter for any other Lender or group of Lenders under this Agreement the relevant Finance Document and unless a contrary intention indication appears in this Agreementa Finance Document, any instructions given to the Agent or the Security Agent by the Majority Lenders shall override any conflicting instructions given by any other Parties and will be binding on all Secured Finance 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; 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, clauses 31.7 (No duty to account) to clause 31.12 (Exclusion of liability), clause 31.15 (Confidentiality) to clause 31.21 (Custodians and nominees) and clause 31.24 (Acceptance of title) to clause 31.28 (Disapplication of Trustee Acts).
(e) The Each of the Agent and Security Agent may refrain from acting in accordance with any instructions of any Lender or group of Lenders until it has received any indemnification and/or security that it may in its discretion require (which may be greater in extent than that contained in the Finance Documents and which may include payment in advance) for any cost, loss or liability (together with any associated VAT) which it may incur in complying with those instructions.
(f) Without prejudice to the provisions of the remainder of this clause 31.4, in In the absence of instructions, each of the Agent and Security Agent may act (or refrain from acting) as it considers in its discretion to be appropriatein the best interest of the Lenders.
(g) Neither the Agent nor the Security Agent is authorised to act on behalf of a Lender (without first obtaining that ▇▇▇▇▇▇'s consent) in any legal or arbitration proceedings relating to any Finance Document.
Appears in 1 contract
Instructions. (a) The Security Facility Agent shall:
(i) subject to paragraphs (d) and (e) below exercise or refrain from exercising any right, power, authority or discretion vested in it as Security Facility Agent (including, without limitation, make any designation, determination, specification or demand, approve an evidence or the form of a document, serve a notice, grant an approval or a consent or refrain from taking any such action), upon receipt of and in accordance with any instructions given to it by by:
(A) all Lenders if the relevant Finance Document stipulates the matter is an all Lender decision; and
(B) in all other cases, the Majority Lenders (or the Facility Agent on their behalf);Lenders; and
(ii) not be liable for any act (or omission) if it acts (or refrains from acting) (A) in accordance with sub-paragraph (i) above (or or, if this Agreement stipulates the matter is a decision for any other Lender Finance Party or group of Lenders Finance Parties, in accordance with instructions given to it by that Lender Finance Party or group of Lenders)Finance Parties) or (B) in its capacity as Facility Agent under the Transaction Documents.
(b) Any instructions given by the Majority Lenders or, as the case may be, the Lenders shall be in writing and any instructions given by the Majority Lenders on matters which do not require the consent or instructions of all Lenders as specified in this Agreement shall be binding on all the Lenders.
(c) The Security Facility Agent shall be entitled to request instructions, or clarification of any instruction, from the Majority Lenders (or the Facility Agent on their behalf) (or, if this Agreement the relevant Finance Document stipulates the matter is a decision for any other Lender Finance Party or group of LendersFinance Parties, from that Lender Finance Party or group of LendersFinance Parties) as to whether, and in what manner, it should exercise or refrain from exercising any right, power, authority or discretion and the Security Facility Agent may refrain from acting unless and until it receives those any such instructions or clarification that clarificationit has requested.
(cd) Save in the case of decisions stipulated to be a matter for any other Lender Finance Party or group of Lenders Finance Parties under this Agreement the relevant Finance Document and unless a contrary intention indication appears in this Agreementa Finance Document, any instructions given to the Security Facility Agent by the Majority Lenders shall override any conflicting instructions given by any other Parties and will be binding on all Secured Finance Parties.
(de) Paragraph Without prejudice to paragraph (aa)(ii) above, paragraph (a)(i) above shall not apply:
(i) where a contrary indication appears in this Agreementa Finance Document;
(ii) where this Agreement a Finance Document requires the Security Facility Agent to act in a specified manner or to take a specified action; or;
(iii) in respect of any provision which protects the Security Facility Agent's own position in its personal capacity as opposed to its role of Security Facility Agent for the Secured Parties including, without limitation, clauses 31.7 (No duty to account) to clause 31.12 (Exclusion of liability), clause 31.15 (Confidentiality) to clause 31.21 (Custodians and nominees) and clause 31.24 (Acceptance of title) to clause 31.28 (Disapplication of Trustee Acts)relevant Finance Parties.
(ef) If giving effect to instructions given by the Majority Lenders would in the Facility Agent's opinion have an effect equivalent to an amendment or waiver referred to in Clause 44 (Amendments and Waivers), the Facility Agent shall not act in accordance with those instructions unless consent to it so acting is obtained from each Party (other than the Facility Agent) whose consent would have been required in respect of that amendment or waiver.
(g) The Security Facility Agent may refrain from acting in accordance with any instructions of any Lender Finance Party or group of Lenders Finance Parties until it has received any indemnification and/or security that it may in its discretion require (which may be greater in extent than that contained in the Finance Documents and which may include payment in advance) for any cost, loss or liability (together with any associated applicable VAT) which it may incur in complying with those instructions.
(fh) Without prejudice to the provisions of the remainder of this clause 31.4Clause 30.2 (Instructions), in the absence of instructions, the Security Facility Agent may act shall not be obliged to take any action (or refrain from actingtaking action) as even if it considers in its discretion acting or not acting to be appropriatein the best interests of the Finance Parties.
(i) The Facility Agent is not authorised to act on behalf of a Finance Party (without first obtaining that Finance Party's consent) in any legal or arbitration proceedings relating to any Finance Document. This paragraph (h) 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 Transaction Security or Security Documents.
Appears in 1 contract
Instructions. (a) The Security Agent shall:
(i) subject to paragraphs (d) and (e) below 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 by:
(A) all Lenders (or the Facility Agent on their behalf) if the relevant Finance Document stipulates the matter is an all Lender decision; and
(B) in all other cases, the Majority Lenders (or the Facility Agent on their behalf);; and
(ii) not be liable for any act (or omission) if it acts (or refrains from acting) in accordance with sub-paragraph (i) above (or if this Agreement stipulates the matter is a decision for any other Lender Finance Party or group of Lenders Finance Parties, in accordance with instructions given to it by that Lender Finance Party or group of LendersFinance Parties).
(b) The Security Agent shall be entitled to request instructions, or clarification of any instruction, from the Majority Lenders (or the Facility Agent on their behalf) (or, if this Agreement the relevant Finance Document stipulates the matter is a decision for any other Lender Finance Party or group of LendersFinance Parties, from that Lender Finance Party or group of LendersFinance Parties) 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 any such instructions or clarification that clarificationit has requested.
(c) Save in the case of decisions stipulated to be a matter for any other Lender Finance Party or group of Lenders Finance Parties under this Agreement the relevant Finance Document and unless a contrary intention indication appears in this Agreementa Finance Document, any instructions given to the Security Agent by the Majority Lenders shall override any conflicting instructions given by any other Parties and will be binding on all Secured Finance Parties.
(d) Paragraph (a) above shall not apply:
(i) where a contrary indication appears in this Agreementa Finance Document;
(ii) where this Agreement a Finance Document 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 ’s own position in its personal capacity as opposed to its role of Security Agent for the relevant Secured Parties including, without limitation, clauses 31.7 (No duty to account) to clause 31.12 (Exclusion of liability), clause 31.15 (Confidentiality) to clause 31.21 (Custodians and nominees) and clause 31.24 (Acceptance of title) to clause 31.28 (Disapplication of Trustee Acts)Parties.
(eiv) The in respect of the exercise of the Security Agent may refrain from acting in accordance with Agent’s discretion to exercise a right, power or authority under any instructions of any Lender or group of Lenders until it has received any indemnification and/or security that it may in its discretion require (which may be greater in extent than that contained in the Finance Documents and which may include payment in advance) for any cost, loss or liability (together with any associated VAT) which it may incur in complying with those instructions.of:
(fA) Without prejudice to the provisions Clause 30.28 (Application of the remainder of this clause 31.4, in the absence of instructions, the Security Agent may act receipts);
(or refrain from actingB) as it considers in its discretion to be appropriateClause 30.29 (Permitted Deductions); and
(C) Clause 30.30 (Prospective liabilities).
Appears in 1 contract
Instructions. (a) The Security Agent shall:
(i) subject to paragraphs (d) and (e) below 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 by:
(A) all Lenders if the relevant Finance Document stipulates the matter is an all Lender decision; and
(B) in all other cases, the Majority Lenders (or the Facility Agent on their behalf);Lenders; and
(ii) not be liable for any act (or omission) if it acts (or refrains from acting) in accordance with paragraph (i) above (or if this Agreement stipulates the matter is a decision for any other Lender or group of Lenders in accordance with instructions given to it by that Lender or group of Lenders)above.
(b) 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:
(A) all Lenders if the relevant Finance Document stipulates the matter is an all Lender decision; and
(B) in all other cases, the Majority Lenders; and
(ii) not be liable for any act (or omission) if it acts (or refrains from acting) in accordance with paragraph (i) above.
(c) The Agent and Security Agent shall be entitled to request instructions, or clarification of any instruction, from the Majority Lenders (or the Facility Agent on their behalf) (or, if this Agreement the relevant Finance Document stipulates the matter is a decision for any other Lender or group of Lenders, from that Lender or group of Lenders) as to whether, and in what manner, it should exercise or refrain from exercising any right, power, authority or discretion discretion. Each of the Agent and the Security Agent may refrain from acting unless and until it receives those any such instructions or clarification that clarificationit has requested.
(cd) Save in the case of decisions stipulated to be a matter for any other Lender or group of Lenders under this Agreement the relevant Finance Document and unless a contrary intention indication appears in this Agreementa Finance Document, any instructions given to the Agent or the Security Agent by the Majority Lenders shall override any conflicting instructions given by any other Parties and will be binding on all Secured Finance 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; 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, clauses 31.7 (No duty to account) to clause 31.12 (Exclusion of liability), clause 31.15 (Confidentiality) to clause 31.21 (Custodians and nominees) and clause 31.24 (Acceptance of title) to clause 31.28 (Disapplication of Trustee Acts).
(e) The Each of the Agent and Security Agent may refrain from acting in accordance with any instructions of any Lender or group of Lenders until it has received any indemnification and/or security that it may in its discretion require (which may be greater in extent than that contained in the Finance Documents and which may include payment in advance) for any cost, loss or liability (together with any associated VAT) which it may incur in complying with those instructions.
(f) Without prejudice to the provisions of the remainder of this clause 31.4, in In the absence of instructions, each of the Agent and Security Agent may act (or refrain from acting) as it considers in its discretion to be appropriatein the best interest of the Lenders.
(g) Neither the Agent nor the Security Agent is 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.
Appears in 1 contract
Sources: Bridge Facilities Agreement (Compagnie Maritime Belge NV)
Instructions. (a) The Security Agent shall:
(i) subject to paragraphs (d) and (e) below 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 by:
(A) all Lenders if the relevant Finance Document stipulates the matter is an all Lender decision; or
(B) in all other cases, the Majority Lenders (or the Facility Agent on their behalf);Lenders; and
(ii) not be liable for any act (or omission) if it acts (or refrains from acting) in accordance with paragraph (i) above (or if this Agreement stipulates the matter is a decision for any other Lender or group of Lenders in accordance with instructions given to it by that Lender or group of Lenders)above.
(b) The Security Agent shall be entitled to request instructions, or clarification of any instruction, from the Majority Lenders (or the Facility Agent on their behalf) (or, if this Agreement the relevant Finance Document stipulates the matter is a decision for any other Lender or group of Lenders, from that Lender or group of Lenders) as to whether, and in what manner, it should exercise or refrain from exercising any right, power, authority or discretion and the Security Agent may refrain from acting unless and until it receives those any such instructions or clarification that clarificationit has requested.
(c) Save in the case of decisions stipulated to be a matter for any other Lender or group of Lenders under this Agreement the relevant Finance Document and unless a contrary intention indication appears in this Agreementa Finance Document, any instructions given to the Security Agent by the Majority Lenders shall override any conflicting instructions given by any other Parties and will be binding on all Secured Finance 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; 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, clauses 31.7 (No duty to account) to clause 31.12 (Exclusion of liability), clause 31.15 (Confidentiality) to clause 31.21 (Custodians and nominees) and clause 31.24 (Acceptance of title) to clause 31.28 (Disapplication of Trustee Acts).
(e) The Security Agent may refrain from acting in accordance with any instructions of any Lender or group of Lenders until it has received any indemnification and/or security that it may in its discretion require (which may be greater in extent than that contained in the Finance Documents and which may include payment in advance) for any cost, loss or liability (together with any associated VAT) which it may incur in complying with those instructions.
(fe) Without prejudice to the provisions of the remainder of this clause 31.4, in In the absence of instructions, the Security Agent may act (or refrain from acting) as it considers in its discretion to be appropriatein the best interest of the Lenders.
(f) The Agent is not authorised to act on behalf of a Lender (without first obtaining that ▇▇▇▇▇▇'s consent) in any legal or arbitration proceedings relating to any Finance Document.
Appears in 1 contract
Sources: Facility Agreement
Instructions. 1. This form is authorized for use when a bid guaranty is required. Any deviation from this form will require the written approval of the Administrator of General Services.
2. Insert the full legal name and business address of the Principal in the space designated "Principal" on the face of the form. An authorized person shall sign the bond. Any person signing in a representative capacity (e.g., an attorney-in-fact) must furnish evidence of authority if that representative is not a member of the firm, partnership, or joint venture, or an officer of the corporation involved.
3. The bond may express penal sum as a percentage of the bid price. In these cases, the bond may state a maximum dollar limitation (e.g., 20% of the bid price but the amount not to exceed dollars).
(a) Corporations executing the bond as sureties must appear on the Department of the Treasury's list of approved sureties and must act within the limitations listed therein. The Security Agent shall:
value put into the LIABILITY LIMIT block is the penal sum (ii.e., the face value) subject to paragraphs (d) and (e) below exercise or refrain from exercising any rightof the bond, power, authority or discretion vested in it as Security Agent in accordance with any instructions given to it by the Majority Lenders (or the Facility Agent on their behalf);
(ii) not be liable for any act (or omission) if it acts (or refrains from acting) in accordance with paragraph (i) above (or if this Agreement stipulates the matter unless a co-surety arrangement is a decision for any other Lender or group of Lenders in accordance with instructions given to it by that Lender or group of Lenders)proposed.
(b) The Security Agent When multiple corporate sureties are involved, their names and addresses shall be entitled appear in the spaces (Surety A, Surety B, etc.) headed "CORPORATE SURETY(IES)." In the space designated "SURETY(IES)" on the face of the form, insert only the letter identifier corresponding to request instructionseach of the sureties. Moreover, or clarification when co-surety arrangements exist, the parties may allocate their respective limitations of any instructionliability under the bond, from provided that the Majority Lenders (or sum total of their liability equals 100% of the Facility Agent on their behalf) (or, if this Agreement stipulates the matter is a decision for any other Lender or group of Lenders, from that Lender or group of Lenders) as to whether, and in what manner, it should exercise or refrain from exercising any right, power, authority or discretion and the Security Agent may refrain from acting unless and until it receives those instructions or that clarificationbond penal sum.
(c) Save When individual sureties are involved, a completed Affidavit of Individual Surety (Standard Form 28) for each individual surety, shall accompany the bond. The Government may require the surety to furnish additional substantiating information concerning its financial capability.
5. Corporations executing the bond shall affix their corporate seals. Individuals shall execute the bond opposite the word "Corporate Seal"; and shall affix an adhesive seal if executed in Maine, New Hampshire, or any other jurisdiction requiring adhesive seals.
6. Type the name and title of each person signing this bond in the case of decisions stipulated to be a matter for any other Lender or group of Lenders under this Agreement and unless a contrary intention appears in this Agreement, any instructions given to the Security Agent by the Majority Lenders shall override any conflicting instructions given by any other Parties and will be binding on all Secured Partiesspace provided.
7. In its application to negotiated contracts, the terms "bid" and "bidder" shall include "proposal" and "offeror." STANDARD FORM 24 (dREV. 8/2016) Paragraph (a) above shall not apply:
(i) where BACK This contract incorporates one or more clauses by reference, with the same force and effect as if they were given in full text. The full text of 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, clauses 31.7 (No duty to account) to clause 31.12 (Exclusion of liability), clause 31.15 (Confidentiality) to clause 31.21 (Custodians and nominees) and clause 31.24 (Acceptance of title) to clause 31.28 (Disapplication of Trustee Acts).
(e) The Security Agent may refrain from acting in accordance with any instructions of any Lender or group of Lenders until it has received any indemnification and/or security that it may in its discretion require (which may be greater in extent than that contained in the Finance Documents and which may include payment in advanceaccessed electronically at this address: ▇▇▇.▇▇▇▇▇.▇▇▇/▇▇▇/ (End of Clause) for any cost52.202-1 DEFINITIONS Nov-13 52.203-3 GRATUITIES Apr-84 52.203-5 COVENANT AGAINST CONTINGENT FEES May-14 52.203-6 RESTRICTIONS ON SUBCONTRACTOR SALES TO THE GOVERNMENT Sep-06 52.203-7 ANTI-KICKBACK PROCEDURES May-14 52.203-8 CANCEL & RECOVER OF FUNDS FOR ILLEGAL OR IMPROPER ACTIVITY May-14 52.203-10 PRICE OR FEE ADJUSTMENT FOR ILLEGAL OR IMPROPER ACTIVITY May-14 52.203-11 CERTIFICATION AND DISCLOSURE REGARDING PAYMENTS TO INFLUENCE CERTAIN FEDERAL TRANSACTIONS Sep-07 52.203-12 LIMITATION ON PAYMENTS TO INFLUENCE CERTAIN FEDERAL TRANSACTIONS Oct-10 52.203-13 CONTRACTOR CODE OF BUSINESS ETHICS AND CONDUCT Oct-15 52.203-14 DISPLAY OF HOTLINE POSTER(S) Oct-15 52.204-4 PRINTED OR COPIED DOUBLE-SIDED ON POSTCONSUMER FIBER CONTENT PAPER May-11 52.204-7 SYSTEM FOR AWARD MANAGEMENT Oct-18 Contractor Mandatory Internet Data Input 52.204-10 REPORTING EXECUTIVE COMPENSATION AND FIRST-TIER SUBCONTRACT AWARDS Oct-18 Contractor Mandatory Internet Data Input 52.204-13 SYSTEM FOR AWARD MANAGEMENT MAINTENANCE Oct-18 Contractor Mandatory Internet Data Input 52.204-14 SERVICE CONTRACT REPORTING REQUIREMENTS Oct-16 Contractor Mandatory Internet Data Input 52.204-16 COMMERCIAL AND GOVERNMENT ENTITY CODE REPORTING Jul-15 52.204-17 OWNERSHIP OR CONTROL OF OFFEROR Oct-16 52.204-18 COMMERCIAL AND GOVERNMENT ENTITY CODE MAINTENANCE Jul-16 52.204-19 INCORPORATION BY REFERENCE OF REPRESENTATIONS AND CERTIFICATIONS Dec-14 52.204-21 BASIC SAFEGUARDING OF COVERED CONTRACTOR INFORMATION SYSTEMS Jun-16 52.209-6 PROTECTING THE GOVERNMENT'S INTEREST WHEN SUBCONTRACTING WITH CONTRACTORS DEBARRED, loss or liability SUSPENDED OR PROPOSED FOR DEBARMENT Oct-15 52.209-11 REPRESENTATION BY CORPORATIONS REGARDING DELINQUENT TAX LIABILITY OR A FELONY CONVICTION UNDER ANY FEDERAL LAW Feb-16 52.214-5 SUBMISSION OF BIDS Mar-97 52.214-19 CONTRACT AWARD -- SEALED BIDDING-CONSTRUCTION Aug-96 52.214-26 ALT 1 AUDIT AND RECORDS -- SEALED BIDDING (together with any associated VATALT 1 - (MAR 09)) which it may incur in complying with those instructionsOct-10 52.214-27 PRICE REDUCTION FOR DEFECTIVE COST OR PRICING DATA - MODIFICATIONS - SEALED BIDDING Aug-11 52.214-28 SUBCONTRACTOR COST OR PRICE DATA -- MODIFICATIONS--SEALED BIDDING Oct-10 52.214-29 ORDER OF PRECEDENCE - SEALED BIDDING Jan-86 52.214-34 SUBMISSION OF OFFERS IN THE ENGLISH LANGUAGE Apr-91 52.214-35 SUBMISSION OF OFFERS IN THE U.S. CURRENCY Apr-91 52.219-6 NOTICE OF TOTAL SMALL BUSINESS SET-ASIDE Mar-20 52.219-8 UTILIZATION OF SMALL BUSINESS CONCERNS Oct-18 52.219-9 ALT 1 SMALL BUSINESS SUBCONTRACTING PLAN (ALT 1 - (Nov 16)) Jan-17 Large Business Mandatory Submittal Requirement 52.219-14 LIMITATIONS ON SUBCONTRACTING Mar-20 52.219-16 LIQUIDATED DAMAGES - SUBCONTRACTING PLAN Jan-99 52.219-31 NOTICE OF SMALL BUSINESS RESERVE Mar-20 52.219-32 ORDERS ISSUED DIRECTLY UNDER SMALL BUSINESS RESERVES Mar-20 52.219-33 NONMANUFACTURER RULE Mar-20 52.222-3 CONVICT LABOR Jun-03 52.222-4 CONTRACT WORK HOURS AND SAFETY STANDARDS -- OVERTIME COMPENSATION May-18 52.222-5 CONSTRUCTION WAGE RATE REQUIREMENTS - SECONDARY SITE OF THE WORK May-14 52.222-6 CONSTRUCTION WAGE RATE REQUIREMENTS Aug-18 Contractor Mandatory Wage Rates Posting 52.222-7 WITHHOLDING OF FUNDS May-14 52.222-8 PAYROLLS AND BASIC RECORDS Aug-18 Contractor Weekly Payroll Submittals 52.222-9 APPRENTICES AND TRAINEES Jul-05 52.222-10 COMPLIANCE WITH ▇▇▇▇▇▇▇▇ ACT REQUIREMENTS Feb-88 52.222-11 SUBCONTRACTS (LABOR STANDARDS) May-14 52.222-12 CONTRACT TERMINATION -- DEBARMENT May-14 52.222-13 COMPLIANCE WITH CONSTRUCTION WAGE RATE REQUIREMENTS AND RELATED REGULATIONS May-14 52.222-14 DISPUTES CONCERNING LABOR STANDARDS Feb-88 52.222-15 CERTIFICATION OF ELIGIBILITY May-14 52.222-19 CHILD LABOR - COOPERATION WITH AUTHORITIES AND REMEDIES Mar-20 52.222-21 PROHIBITION OF SEGREGATED FACILITIES Feb-99 52.222-26 EQUAL OPPORTUNITY Sep-16 52.222-27 AFFIRMATIVE ACTION COMPLIANCE REQUIREMENTS FOR CONSTRUCTION Apr-15 52.222-32 CONSTRUCTION WAGE RATE REQUIREMENTS - PRICE ADJUSTMENT (ACTUAL METHOD) Aug-18 52.222-35 EQUAL OPPORTUNITY FOR SPECIAL DISABLED VETERANS, VETERANS OF THE VIETNAM ERA, & OTHER ELIGIBLE VETERANS Oct-15 52.222-36 AFFIRMATIVE ACTION FOR WORKERS WITH DISABILITIES Jul-14 52.222-37 EMPLOYMENT REPORTS ON VERTERANS Feb-16 52.222-38 COMPLIANCE WITH VETERANS' EMPLOYMENT REPORTING REQUIREMENTS Feb-16 Contractor Annual Mandatory Reporting Requirement 52.222-40 NOTIFICATION OF EMPLOYEE RIGHTS UNDER THE NATIONAL LABOR RELATIONS ACT Mar-15 52.222-50 COMBATING TRAFFICKING IN PERSONS Jan-19 52.222-55 MINIMUM WAGES UNDER EXECUTIVE ORDER 13658 DATE 52.222-62 PAID SICK LEAVE UNDER EXECUTIVE ORDER 13706 Jan-17 52.223-2 AFFIRMATIVE PROCUREMENT OF BIOBASED PRODUCTS UNDER SERVICE AND CONSTRUCTION CONTRAC Sep-13 ▇▇▇▇://▇▇▇.
(f) Without prejudice to the provisions of the remainder of this clause 31.4▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇ 52.223-5 POLLUTION PREVENTION AND RIGHT TO KNOW INFORMATION May-11 52.223-6 DRUG-FREE WORKPLACE May-01 Contractor Annual Contractor Reporting Reqt 52.223-10 WASTE REDUCTION PROGRAM May-11 52.223-17 AFFIRMATIVE PROCUREMENT OF EPA-DESIGNATED ITEMS IN SERVICE AND CONSTRUCTION CONTRACTS Aug-18 Mandatory 52.223-18 ENCOURAGING CONTRACTOR POLICIES TO BAN TEXT MESSAGING WHILE DRIVING Aug-11 52.225-13 RESTRICTIONS ON CERTAIN FOREIGN PURCHASES Jun-08 52.227-1 AUTHORIZATION AND CONSENT Dec-07 52.227-2 NOTICE AND ASSISTANCE REGARDING PATENT AND COPYRIGHT INFRINGEMENT Dec-07 52.227-4 PATENT INDEMNITY-CONSTRUCTION CONTRACTS Dec-07 52.227-14 RIGHTS IN DATA - GENERAL May-14 52.227-17 RIGHTS IN DATA - SPECIAL WORKS Dec-07 52.228-1 BID GUARANTEE Sep-96 52.228-2 ADDITION BOND SECURITY Oct-97 Contractor Submittal Requirement 52.228-5 INSURANCE - WORK ON A GOVERNMENT INSTALLATION Jan-97 52.228-11 PLEDGES OF ASSETS Aug-18 52.228-12 PROSPECTIVE SUBCONTRACTOR REQUESTS FOR BONDS May-14 52.228-14 IRREVOCABLE LETTER OF CREDIT Nov-14 Contractor Submittal Requirement 52.228-15 PERFORMANCE AND PAYMENT BONDS - CONSTRUCTION Oct-10 52.229-2 NORTH CAROLINA STATE AND LOCAL SALES AND USE TAX Apr-84 52.229-3 FEDERAL, in the absence of instructionsSTATE, the Security Agent may act (or refrain from acting) as it considers in its discretion to be appropriate.AND LOCAL TAXES Feb-13 52.230-2 COST ACCOUNTING STANDARDS Oct-15 52.230-3 DISCLOSURE AND CONSISTENCY OF COST ACCOUNTING PRACTICES Oct-15 52.230-6 ADMINISTRATION OF COST ACCOUNTING STANDARDS Jun-10 Contractor Submittal Requirement 52.232-5 PAYMENTS UNDER FIXED-PRICE CONSTRUCTION CONTRACTS May-14 52.232-13 NOTICE OF PROGRESS PAYMENTS Apr-84 52.232-16 PROGRESS PAYMENT Apr-12 52.232-17 INTEREST May-14 52.232-18 AVAILABILITY OF FUNDS Apr-84 52.232-23 ASSIGNMENT OF CLAIMS May-14 52.232-27 PROMPT PAYMENT FOR CONSTRUCTION CONTRACTS Jan-17 52.232-33 PAYMENT BY ELECTRONIC FUNDS TRANSFER - SYSTEM FOR AWARD MANAGEMENT Oct-18 52.232-39 UNINFORCEABILITY OF UNAUTHORIZED OBLIGATIONS Jun-13
Appears in 1 contract
Sources: Contract
Instructions. (a) The Security Agent shall:
(i) subject to paragraphs (d) and (e) below 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 by:
(A) all Lenders if the relevant Finance Document stipulates the matter is an all Lender decision; and
(B) in all other cases, the Majority Lenders (or the Facility Agent on their behalf);Lenders; and
(ii) not be liable for any act (or omission) if it acts (or refrains from acting) in accordance with paragraph (i) above (or if this Agreement stipulates the matter is a decision for any other Lender or group of Lenders in accordance with instructions given to it by that Lender or group of Lenders)above.
(b) The Security Agent shall be entitled to request instructions, or clarification of any instruction, from the Majority Lenders (or the Facility Agent on their behalf) (or, if this Agreement the relevant Finance Document stipulates the matter is a decision for any other Lender or group of Lenders, from that Lender or group of Lenders) as to whether, and in what manner, it should exercise or refrain from exercising any right, power, authority or discretion and the Security discretion. The Agent may refrain from acting unless and until it receives those any such instructions or clarification that clarificationit has requested.
(c) Save in the case of decisions stipulated to be a matter for any other Lender or group of Lenders under this Agreement the relevant Finance Document and unless a contrary intention indication appears in this Agreementa Finance Document, any instructions given to the Security Agent by the Majority Lenders shall override any conflicting instructions given by any other Parties and will be binding on all Secured Finance 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; 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, clauses 31.7 (No duty to account) to clause 31.12 (Exclusion of liability), clause 31.15 (Confidentiality) to clause 31.21 (Custodians and nominees) and clause 31.24 (Acceptance of title) to clause 31.28 (Disapplication of Trustee Acts).
(e) The Security Agent may refrain from acting in accordance with any instructions of any Lender or group of Lenders until it has received any indemnification and/or security that it may in its discretion require (which may be greater in extent than that contained in the Finance Documents and which may include payment in advance) for any cost, loss or liability (together with any associated VAT) which it may incur in complying with those instructions.
(fe) Without prejudice to the provisions of the remainder of this clause 31.4, in In the absence of instructions, the Security Agent may act (or refrain from acting) as it considers in its discretion to be appropriatein the best interest of the Lenders.
(f) The Agent is not authorised to act on behalf of a Lender (without first obtaining that ▇▇▇▇▇▇'s consent) in any legal or arbitration proceedings relating to any Finance Document.
Appears in 1 contract
Sources: Facility Agreement (Bungeltd)
Instructions. (a) The Security Agent shall:
: (i) subject to paragraphs (d) and (e) below 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 Majority by: (A) all Lenders (or other group of Lenders) if the Facility Agent on their behalfrelevant Finance Document stipulates the matter is an all Lender decision (or a decision for another group of Lenders);
; and (B) in all other cases, the Majority Lenders; and (ii) not be liable for any act (or omission) if it acts (or refrains from acting) in accordance with paragraph (i) above (or if this Agreement stipulates the matter is a decision for any other Lender or group of Lenders in accordance with instructions given to it by that Lender or group of Lenders)above.
(b) The Security Agent shall be entitled to request instructions, or clarification of any instruction, from the Majority Lenders (or the Facility Agent on their behalf) (or, if this Agreement the relevant Finance Document stipulates the matter is a decision for any other Lender or group of Lenders, from that Lender or group of Lenders) as to whether, and in what manner, it should exercise or refrain from exercising any right, power, authority or discretion and the Security discretion. The Agent may refrain from acting unless and until it receives those any such instructions or clarification that clarificationit has requested.
(c) Save in the case of decisions stipulated to be a matter for any other Lender or group of Lenders under this Agreement the relevant Finance Document and unless a contrary intention indication appears in this Agreementa Finance Document, any instructions given to the Security Agent by the Majority Lenders shall override any conflicting instructions given by any other Parties and will be binding on all Secured Finance 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; 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, clauses 31.7 (No duty to account) to clause 31.12 (Exclusion of liability), clause 31.15 (Confidentiality) to clause 31.21 (Custodians and nominees) and clause 31.24 (Acceptance of title) to clause 31.28 (Disapplication of Trustee Acts).
(e) The Security Agent may refrain from acting in accordance with any instructions of any Lender or group of Lenders until it has received any indemnification and/or security that it may in its discretion require (which may be greater in extent than that contained in the Finance Documents and which may include payment in advance) for any cost, loss or liability (together with any associated VAT) which it may incur in complying with those instructions. The Agent may specify that the security be cash, in which case the Borrower must provide it on request, failing which each Lender must on request pay its proportion of the cash according to its Commitment. Any amount recovered by the Agent under any security will be taken to be an amount paid by the party which provided that security.
(fe) Without prejudice to the provisions of the remainder of this clause 31.4, in In the absence of instructions, the Security Agent may act (or refrain from acting) as it considers in its discretion to be appropriatein the best interest of the Lenders.
(f) The Agent is not authorised to act on behalf of a Lender (without first obtaining that ▇▇▇▇▇▇’s consent) in any legal or arbitration proceedings relating to any Finance Document.
Appears in 1 contract
Sources: Syndicated Facility Agreement (Tamboran Resources Corp)
Instructions. (a) The Security Administrative Agent and Collateral Agent shall:
(i) subject to paragraphs paragraph (d) and (e) below below, exercise or refrain from exercising any right, power, authority or discretion vested in it as Security Administrative Agent or Collateral Agent, as applicable, in accordance with any instructions given to it by the Majority Lenders (or the Facility Agent on their behalf);Required Lenders; and
(ii) not be liable for any act (or omission) if it acts (or refrains from acting) in accordance with paragraph (i) above (or or, if this Agreement stipulates the matter is a decision for any other Lender or group of Lenders Lenders, in accordance with instructions given to it by that Lender or group of Lenders).
(b) The Security Administrative Agent and Collateral Agent shall be entitled to request instructions, or clarification of any instruction, from the Majority Required Lenders (or the Facility Agent on their behalf) (or, if this Agreement stipulates the matter is a decision for any other Lender or group of Lenders, from that Lender or group of Lenders) as to whether, and in what manner, it should exercise or refrain from exercising any right, power, authority or discretion and the Security Administrative Agent and Collateral Agent, as applicable, may refrain from acting unless and until it receives those instructions or that clarification.
(c) Save in the case of decisions stipulated to be a matter for any other Lender or group of Lenders under this Agreement and unless a contrary intention appears in this Agreement, any instructions given to the Security Administrative Agent or Collateral Agent, as applicable, by the Majority Required Lenders shall override any conflicting instructions given by any other Parties and will be binding on all Secured Parties.. Table of Contents
(d) Paragraph (a) above shall not apply:
(i) where a contrary indication appears in this AgreementAgreement or other applicable Loan Document;
(ii) where this Agreement requires the Security Administrative Agent or Collateral Agent, as applicable, to act in a specified manner or to take a specified action; or;
(iii) in respect of any provision which protects the Security Administrative Agent's ’s or Collateral Agent’s own position in its personal capacity as opposed to its role of Security Administrative Agent or Collateral Agent, as applicable, for the Secured Parties includingParties;
(iv) in respect of the exercise of the Administrative Agent’s or Collateral Agent’s discretion to exercise a right, without limitation, clauses 31.7 (No duty to account) to clause 31.12 (Exclusion of liability), clause 31.15 (Confidentiality) to clause 31.21 (Custodians and nominees) and clause 31.24 (Acceptance of title) to clause 31.28 (Disapplication of Trustee Acts).power or authority under this Agreement or other Loan Document:
(e) In exercising any discretion to exercise a right, power or authority under the Loan Documents where either:
(i) it has not received any instructions as to the exercise of that discretion; or
(ii) the exercise of that discretion is subject to paragraph (d)(iv) above, the Administrative Agent or Collateral Agent, as applicable, shall do so having regard to the interests of all the Secured Parties.
(f) The Security Administrative Agent and Collateral Agent, as applicable, may refrain from acting in accordance with any instructions of any Lender or group of Lenders until it has received any an indemnification and/or security that it may in its discretion require (which may be greater in extent than that contained in the Finance Loan Documents and which may include payment in advance) for any cost, loss or liability (together with any associated applicable VAT) which it may incur in complying with those instructions.
(fg) Without prejudice to the provisions of the remainder of this clause 31.4, in In the absence of instructions, the Security Administrative Agent and the Collateral Agent, as applicable, may act (or refrain from acting) as it considers in its discretion to be appropriate.
Appears in 1 contract
Sources: Credit Agreement (Xura, Inc.)