Common use of Lenders’ instructions Clause in Contracts

Lenders’ instructions. (a) Unless a contrary indication appears in a Finance Document, the Agent shall: (i) exercise any right, power, authority or discretion vested in it as Agent in accordance with any instructions given to it by the Majority Lenders (or, if so instructed by the Majority Lenders, refrain from exercising any right, power, authority or discretion vested in it as the 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 Majority Lenders. (b) Unless a contrary indication appears in a Finance Document, any instructions given by the Majority Lenders will be binding on all the Creditor Parties. (c) The Agent may refrain from acting in accordance with the instructions of the Majority Lenders until it has received such security as it may require for any cost, loss or liability (together with any associated value added tax) which it may incur in complying with the instructions. (d) In the absence of instructions from the Majority Lenders the Agent may act (or refrain from taking action) as it considers to be in the best interest of the Lenders. (e) 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. (f) Notwithstanding anything to the contrary, the Lenders agree that if the Agent (acting in its sole discretion) is of the opinion that, or if any Lender notifies the Agent that it is of the opinion that, the prior approval of SACE should be obtained in relation to the exercise or non-exercise by the Agent or the Lenders of any power, authority or discretion specifically given to them under or in connection with the Finance Documents or in relation to any other incidental rights, powers, authorities or discretions, then the Agent shall seek such approval of SACE prior to such exercise or non-exercise.

Lenders’ instructions. (aA) Unless a contrary indication appears in a Finance Document, the each Agent shall: shall (i) exercise any right, power, authority or discretion vested in it as Agent in accordance with any instructions given to it by by (i) all Lenders if the relevant Finance Document stipulates the matter is an all Lender decision; (ii) the Supermajority Lenders if the relevant Finance Document stipulates the matter is a Supermajority Lender decision; and (iii) in all other cases, the Majority Lenders Lenders, ▪ in each case, in accordance with this Agreement and the Intercreditor Agreement (or, if so instructed by the Majority Lendersinstructed, refrain from exercising any right, power, authority or discretion vested in it as the Agent); and ) 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 Majority Lenderssuch instructions. (bB) Unless Save in the case of decisions stipulated to be a matter for any other Lender or group of Lenders under the relevant Finance Document and unless a contrary indication appears in a Finance Document, any instructions given to the Agent by the Majority Lenders shall override any conflicting instructions given by any other Parties and will be binding on all Finance Parties save for the Creditor PartiesSecurity Agent. (cC) The Each Agent may refrain from acting in accordance with the any instructions of any Lender or group of Lenders in accordance with this Agreement and the Majority Lenders Intercreditor Agreement until it has received such security as it may require for any cost, loss or liability (together with any associated value added taxVAT) which it may incur in complying with the instructions. (dD) In the absence of instructions from in accordance with this Agreement and the Majority Lenders the Intercreditor Agreement each Agent may act (or refrain from taking action) as it considers to be in the best interest of the Lenders. (eE) The Neither Agent is not authorised to act on behalf of a Lender (without first obtaining that Lender’s Xxxxxx's consent) in any legal or arbitration proceedings relating to any Finance Document. (fF) Notwithstanding anything Each Agent shall be entitled to request instructions, or clarification of any instruction, from the contraryMajority Lenders (or, the Lenders agree that if the Agent (acting 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 its sole discretion) is of the opinion thatwhat manner, or if any Lender notifies the Agent that it is of the opinion that, the prior approval of SACE should be obtained in relation to the exercise or non-exercise by the Agent or the Lenders of refrain from exercising any right, power, authority or discretion specifically given to them under or in connection with the Finance Documents or in relation to any other incidental rights, powers, authorities or discretions, then and the Agent shall seek may refrain from acting unless and until it receives any such approval of SACE prior to such exercise instructions or non-exerciseclarification that it has requested.

Lenders’ instructions. (aA) Unless a contrary indication appears in a Finance Document, the each Agent shall: shall (i) exercise any right, power, authority or discretion vested in it as Agent in accordance with any instructions given to it by by (i) all Lenders if the relevant Finance Document stipulates the matter is an all Lender decision; (ii) the Supermajority Lenders if the relevant Finance Document stipulates the matter is a Supermajority Lender decision; and (iii) in all other cases, the Majority Lenders Lenders, in each case, in accordance with this Agreement and the Intercreditor Agreement (or, if so instructed by the Majority Lendersinstructed, refrain from exercising any right, power, authority or discretion vested in it as the Agent); and ) 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 Majority Lenderssuch instructions. (bB) Unless Save in the case of decisions stipulated to be a matter for any other Lender or group of Lenders under the relevant Finance Document and unless a contrary indication appears in a Finance Document, any instructions given to the Agent by the Majority Lenders shall override any conflicting instructions given by any other Parties and will be binding on all Finance Parties save for the Creditor PartiesSecurity Agent. (cC) The Each Agent may refrain from acting in accordance with the any instructions of any Lender or group of Lenders in accordance with this Agreement and the Majority Lenders Intercreditor Agreement until it has received such security as it may require for any cost, loss or liability (together with any associated value added taxVAT) which it may incur in complying with the instructions. (dD) In the absence of instructions from in accordance with this Agreement and the Majority Lenders the Intercreditor Agreement each Agent may act (or refrain from taking action) as it considers to be in the best interest of the Lenders. (eE) The Neither Agent is not authorised to act on behalf of a Lender (without first obtaining that Lender’s Xxxxxx's consent) in any legal or arbitration proceedings relating to any Finance Document. (fF) Notwithstanding anything Each Agent shall be entitled to request instructions, or clarification of any instruction, from the contraryMajority Lenders (or, the Lenders agree that if the Agent (acting 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 its sole discretion) is of the opinion thatwhat manner, or if any Lender notifies the Agent that it is of the opinion that, the prior approval of SACE should be obtained in relation to the exercise or non-exercise by the Agent or the Lenders of refrain from exercising any right, power, authority or discretion specifically given to them under or in connection with the Finance Documents or in relation to any other incidental rights, powers, authorities or discretions, then and the Agent shall seek may refrain from acting unless and until it receives any such approval of SACE prior to such exercise instructions or non-exerciseclarification that it has requested.

Lenders’ instructions. (a) Unless a contrary indication appears in a Finance Document, each of the Facility Agent and the ECA Coordinator shall: (i) exercise any right, power, authority or discretion vested in it as Agent in accordance with any instructions given to it by the Majority Lenders (or, if so instructed by the Majority Lenders, refrain from exercising any right, power, authority or discretion vested in it as an Administrative Party under the Agent)Finance Documents or under the CESCE Policy or the XXXX in accordance with any instructions given to it by the Majority Lenders provided always that the ECA Coordinator shall not be bound to follow instructions that might in its sole opinion be contrary to the terms of the CESCE Policy or the XXXX or inconsistent with instructions or directions received from CESCE or XXXX; 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 Majority Lenders. (b) Unless a contrary indication appears in a Finance Document, In the event of any conflict between the instructions given by of the Majority Lenders will be binding on all one hand and of CESCE or ICO on the Creditor Partiesother hand, the Facility Agent and the ECA Coordinator shall act in accordance with the instructions of the Majority Lenders. (c) The Each of the Facility Agent and the ECA Coordinator may refrain from acting in accordance with the instructions of the Majority Lenders (or, if 103 appropriate, the Lenders) until it has received such security as it may require for any cost, loss or liability (together with any associated value added taxVAT) which it may incur in complying with the instructions. (d) In the absence of instructions from the Majority Lenders (or, if appropriate, the Lenders), each of the Facility Agent and the ECA Coordinator may act (or refrain from taking action) as it considers to be in the best interest of the Lenders. (e) 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. (f) Notwithstanding anything to the contrary, the Lenders agree that if the Agent (acting in its sole discretion) is of the opinion that, or if any Lender notifies the Agent that it is of the opinion that, the prior approval of SACE should be obtained in relation to the exercise or non-exercise by the Agent or the Lenders of any power, authority or discretion specifically given to them under or in connection with the Finance Documents or in relation to any other incidental rights, powers, authorities or discretions, then the Agent shall seek such approval of SACE prior to such exercise or non-exercise.

Lenders’ instructions. (aA) Unless a contrary indication appears in a Finance Document, the Facility Agent shall: shall (i) exercise any right, power, authority or discretion vested in it as Facility Agent in accordance with any instructions given to it by by: (i) all Lenders if the relevant Finance Document stipulates the matter is an all Lender decision; and (ii) in all other cases, the Majority Lenders Lenders, in each case, in accordance with this Agreement and the Intercreditor Agreements (or, if so instructed by the Majority Lendersinstructed, refrain from exercising any right, power, authority or discretion vested in it as the Facility Agent); and ) 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 Majority Lenderssuch instructions. (bB) Unless Save in the case of decisions stipulated to be a matter for any other Lender or group of Lenders under the relevant Finance Document and unless a contrary indication appears in a Finance Document, any instructions given to the Facility Agent by the Majority Lenders shall override any conflicting instructions given by any other Parties and will be binding on all Finance Parties save for the Creditor PartiesSecurity and Intercreditor Agent. (cC) The Facility Agent may refrain from acting in accordance with the any instructions of any Lender or group of Lenders in accordance with this Agreement and the Majority Lenders Intercreditor Agreements until it has received such security as it may require for any cost, loss or liability (together with any associated value added taxVAT) which it may incur in complying with the instructions. (dD) In the absence of instructions from in accordance with this Agreement and the Majority Lenders Intercreditor Agreements, the Facility Agent may act (or refrain from taking action) as it considers to be in the best interest of the Lenders. (eE) 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. (fF) Notwithstanding anything The Facility Agent shall be entitled to request instructions, or clarification of any instruction, from the contraryMajority Lenders (or, the Lenders agree that if the Agent (acting 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 its sole discretion) is of the opinion thatwhat manner, or if any Lender notifies the Agent that it is of the opinion that, the prior approval of SACE should be obtained in relation to the exercise or non-exercise by the Agent or the Lenders of refrain from exercising any right, power, authority or discretion specifically given to them under and the Agent may refrain from acting unless and until it receives any such instructions or clarification that it has requested. (G) The Facility Agent shall act on the instructions of a Lender provided in connection with the Finance Documents any split of its Commitment under Clause 37.5 (Split voting) and shall not be liable for any act (or omission) if it acts (or refrains from acting) in relation to any other incidental rights, powers, authorities or discretions, then the Agent shall seek accordance with such approval of SACE prior to such exercise or non-exerciseinstructions.

Lenders’ instructions. (a) Unless a contrary indication appears in a Finance Document, the Agent shall: (i) exercise any right, power, authority or discretion vested in it as Agent in accordance with any instructions given to it by the Majority Lenders (or, if so instructed by the Majority Lenders, refrain from exercising any right, power, authority or discretion vested in it as the 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 Majority Lenders. (b) Unless a contrary indication appears in a Finance Document, any instructions given by the Majority Lenders will be binding on all the Creditor Parties. (c) The Agent may refrain from acting in accordance with the instructions of the Majority Lenders until it has received such security as it may require for any cost, loss or liability (together with any associated value added taxVAT) which it may incur in complying with the instructions. (d) In the absence of instructions from the Majority Lenders the Agent may act (or refrain from taking action) as it considers to be in the best interest of the Lenders. (e) 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. (f) Notwithstanding anything to the contrary, the Lenders agree that if the Agent (acting in its sole discretion) is of the opinion that, that or if any Lender notifies the Agent that it is of the opinion that, the prior approval of SACE the Italian Authorities should be obtained in relation to the exercise or non-exercise by the Agent or the Lenders of any power, authority or discretion specifically given to them under or in connection with the Finance Documents or in relation to any other incidental rights, powers, authorities or discretions, then the Agent shall seek such approval of SACE the Italian Authorities prior to such exercise or non-exercise.

Lenders’ instructions. (aP) Unless a contrary indication appears in a Finance Document, the each Agent shall: shall (i) exercise any right, power, authority or discretion vested in it as Agent in accordance with any instructions given to it by by (i) all Lenders if the relevant Finance Document stipulates the matter is an all Lender decision; (ii) the Supermajority Lenders if the relevant Finance Document stipulates the matter is a Supermajority Lender decision; and (iii) in all other cases, the Majority Lenders Lenders, in each case, in accordance with this Agreement and the Intercreditor Agreement (or, if so instructed by the Majority Lendersinstructed, refrain from exercising any right, power, authority or discretion vested in it as the Agent); and ) 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 Majority Lenderssuch instructions. (bQ) Unless Save in the case of decisions stipulated to be a matter for any other Lender or group of Lenders under the relevant Finance Document and unless a contrary indication appears in a Finance Document, any instructions given to the Agent by the Majority Lenders shall override any conflicting instructions given by any other Parties and will be binding on all Finance Parties save for the Creditor PartiesSecurity Agent. (cR) The Each Agent may refrain from acting in accordance with the any instructions of any Lender or group of Lenders in accordance with this Agreement and the Majority Lenders Intercreditor Agreement until it has received such security as it may require for any cost, loss or liability (together with any associated value added taxVAT) which it may incur in complying with the instructions. (dS) In the absence of instructions from in accordance with this Agreement and the Majority Lenders the Intercreditor Agreement each Agent may act (or refrain from taking action) as it considers to be in the best interest of the Lenders. (eT) The Neither Agent is not authorised to act on behalf of a Lender (without first obtaining that Lender’s Xxxxxx's consent) in any legal or arbitration proceedings relating to any Finance Document. (fU) Notwithstanding anything Each Agent shall be entitled to request instructions, or clarification of any instruction, from the contraryMajority Lenders (or, the Lenders agree that if the Agent (acting 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 its sole discretion) is of the opinion thatwhat manner, or if any Lender notifies the Agent that it is of the opinion that, the prior approval of SACE should be obtained in relation to the exercise or non-exercise by the Agent or the Lenders of refrain from exercising any right, power, authority or discretion specifically given to them under or in connection with the Finance Documents or in relation to any other incidental rights, powers, authorities or discretions, then and the Agent shall seek may refrain from acting unless and until it receives any such approval of SACE prior to such exercise instructions or non-exerciseclarification that it has requested.

Lenders’ instructions. (a) Unless a contrary indication appears in a Finance Document, the Agent shall: (i) exercise any right, power, authority or discretion vested in it as Agent in accordance with any instructions given to it by the Majority Lenders (or, if so instructed by the Majority Lenders, refrain from exercising any right, power, authority or discretion vested in it as the 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 Majority Lenders. (b) Unless a contrary indication appears in a Finance Document, any instructions given by the Majority Lenders will be binding on all the Creditor Parties. (c) The Agent may refrain from acting in accordance with the instructions of the Majority Lenders until it has received such security as it may require for any cost, loss or liability (together with any associated value added tax) which it may incur in complying with the instructions. (d) In the absence of instructions from the Majority Lenders the Agent may act (or refrain from taking action) as it considers to be in the best interest of the Lenders. (e) 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. (f) Notwithstanding anything to the contrary, the Lenders agree that if the Agent (acting in its sole discretion) is of the opinion that, or if any Lender notifies the Agent that it is of the opinion that, the prior approval of SACE should be obtained in relation to the exercise or non-exercise by the Agent or the Lenders of any power, authority or discretion specifically given to them under or in connection with the Finance Documents or in relation to any other incidental rights, powers, authorities or discretions, then the Agent shall seek such approval of SACE prior to such exercise or non-exercise.,

Lenders’ instructions. (a) Unless a contrary indication appears in a Finance Document, the Agent shall: (i) exercise any right, power, authority or discretion vested in it as Agent in accordance with any instructions given to it by the Majority Lenders (or, if so instructed by the Majority Lenders, refrain from exercising any right, power, authority or discretion vested in it as the 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 Majority Lenders. (b) Unless a contrary indication appears in a Finance Document, any instructions given by the Majority Lenders will be binding on all the Creditor Parties. (c) The Agent may refrain from acting in accordance with the instructions of the Majority Lenders until it has received such security as it may require for any cost, loss or liability (together with any associated value added taxVAT) which it may incur in complying with the instructions. (d) In the absence of instructions from the Majority Lenders the Agent may act (or refrain from taking action) as it considers to be in the best interest of the Lenders. (e) The Agent is not authorised to act on behalf of a Lender (without first obtaining that Lender’s 's consent) in any legal or arbitration proceedings relating to any Finance Document. (f) Notwithstanding anything to the contrary, the Lenders agree that if the Agent (acting in its sole discretion) is of the opinion that, that or if any Lender notifies the Agent that it is of the opinion that, the prior approval of SACE the Italian Authorities should be obtained in relation to the exercise or non-exercise by the Agent or the Lenders of any power, authority or discretion specifically given to them under or in connection with the Finance Documents or in relation to any other incidental rights, powers, authorities or discretions, then the Agent shall seek such approval of SACE the Italian Authorities prior to such exercise or non-exercise.

Lenders’ instructions. (aA) Unless a contrary indication appears in a Finance Document, the each Agent shall: shall (i) exercise any right, power, authority or discretion vested in it as Agent in accordance with any instructions given to it by by: (i) all Lenders if the relevant Finance Document stipulates the matter is an all Lender decision; and (ii) in all other cases, the Majority Lenders Lenders, in each case, in accordance with this Agreement and the Intercreditor Agreement (or, if so instructed by the Majority Lendersinstructed, refrain from exercising any right, power, authority or discretion vested in it as the Agent); and ) 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 Majority Lenderssuch instructions. (bB) Unless Save in the case of decisions stipulated to be a matter for any other Lender or group of Lenders under the relevant Finance Document and unless a contrary indication appears in a Finance Document, any instructions given to the Agent by the Majority Lenders shall override any conflicting instructions given by any other Parties and will be binding on all Finance Parties save for the Creditor PartiesSecurity Agent. (cC) The Each Agent may refrain from acting in accordance with the any instructions of any Lender or group of Lenders in accordance with this Agreement and the Majority Lenders Intercreditor Agreement until it has received such security as it may require for any cost, loss or liability (together with any associated value added taxVAT) which it may incur in complying with the instructions. (dD) In the absence of instructions from in accordance with this Agreement and the Majority Lenders the Intercreditor Agreement each Agent may act (or refrain from taking action) as it considers to be in the best interest of the Lenders. (eE) The Neither Agent is not authorised to act on behalf of a Lender (without first obtaining that LenderXxxxxx’s consent) in any legal or arbitration proceedings relating to any Finance Document. (fF) Notwithstanding anything Each Agent shall be entitled to request instructions, or clarification of any instruction, from the contraryMajority Lenders (or, the Lenders agree that if the Agent (acting 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 its sole discretion) is of the opinion thatwhat manner, or if any Lender notifies the Agent that it is of the opinion that, the prior approval of SACE should be obtained in relation to the exercise or non-exercise by the Agent or the Lenders of refrain from exercising any right, power, authority or discretion specifically given to them under or in connection with the Finance Documents or in relation to any other incidental rights, powers, authorities or discretions, then and the Agent shall seek may refrain from acting unless and until it receives any such approval of SACE prior to such exercise instructions or non-exerciseclarification that it has requested.

Lenders’ instructions. (a) Unless a contrary indication appears in a Finance Document, each of the Facility Agent and the ECA Coordinator shall: (i) exercise any right, power, authority or discretion vested in it as Agent in accordance with any instructions given to it by the Majority Lenders (or, if so instructed by the Majority Lenders, refrain from exercising any right, power, authority or discretion vested in it as an Administrative Party under the Agent)Finance Documents or under the CESCE Policy or the CXXX in accordance with any instructions given to it by the Majority Lenders provided always that the ECA Coordinator shall not be bound to follow instructions that might in its sole opinion be contrary to the terms of the CESCE Policy or the CXXX or inconsistent with instructions or directions received from CESCE or CXXX; 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 Majority Lenders. (b) Unless a contrary indication appears in a Finance Document, In the event of any conflict between the instructions given by of the Majority Lenders will be binding on all one hand and of CESCE or ICO on the Creditor Partiesother hand, the Facility Agent and the ECA Coordinator shall act in accordance with the instructions of the Majority Lenders. (c) The Each of the Facility Agent and the ECA Coordinator may refrain from acting in accordance with the instructions of the Majority Lenders (or, if appropriate, the Lenders) until it has received such security as it may require for any cost, loss or liability (together with any associated value added taxVAT) which it may incur in complying with the instructions. (d) In the absence of instructions from the Majority Lenders (or, if appropriate, the Lenders), each of the Facility Agent and the ECA Coordinator may act (or refrain from taking action) as it considers to be in the best interest of the Lenders. (e) 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. (f) Notwithstanding anything to the contrary, the Lenders agree that if the Agent (acting in its sole discretion) is of the opinion that, or if any Lender notifies the Agent that it is of the opinion that, the prior approval of SACE should be obtained in relation to the exercise or non-exercise by the Agent or the Lenders of any power, authority or discretion specifically given to them under or in connection with the Finance Documents or in relation to any other incidental rights, powers, authorities or discretions, then the Agent shall seek such approval of SACE prior to such exercise or non-exercise.

Lenders’ instructions. (aA) Unless a contrary indication appears in a Finance Document, the Facility Agent shall: shall (i) exercise any right, power, authority or discretion vested in it as Facility Agent in accordance with any instructions given to it by by: (i) all Lenders if the relevant Finance Document stipulates the matter is an all Lender decision; and (ii) in all other cases, the Majority Lenders Lenders, in each case, in accordance with this Agreement and the Intercreditor Agreements (or, if so instructed by the Majority Lendersinstructed, refrain from exercising any right, power, authority or discretion vested in it as the Facility Agent); and ) 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 Majority Lenderssuch instructions. (bB) Unless Save in the case of decisions stipulated to be a matter for any other Lender or group of Lenders under the relevant Finance Document and unless a contrary indication appears in a Finance Document, any instructions given to the Facility Agent by the Majority Lenders shall override any conflicting instructions given by any other Parties and will be binding on all Finance Parties save for the Creditor PartiesSecurity and Intercreditor Agent. (cC) The Facility Agent may refrain from acting in accordance with the any instructions of any Lender or group of Lenders in accordance with this Agreement and the Majority Lenders Intercreditor Agreements until it has received such security as it may require for any cost, loss or liability (together with any associated value added taxVAT) which it may incur in complying with the instructions. (dD) In the absence of instructions from in accordance with this Agreement and the Majority Lenders Intercreditor Agreements, the Facility Agent may act (or refrain from taking action) as it considers to be in the best interest of the Lenders. (eE) The Facility Agent is not authorised to act on behalf of a Lender (without first obtaining that Lender’s consentLendxx’x xonsent) in any legal or arbitration proceedings relating to any Finance Document. (fF) Notwithstanding anything The Facility Agent shall be entitled to request instructions, or clarification of any instruction, from the contraryMajority Lenders (or, the Lenders agree that if the Agent (acting 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 its sole discretion) is of the opinion thatwhat manner, or if any Lender notifies the Agent that it is of the opinion that, the prior approval of SACE should be obtained in relation to the exercise or non-exercise by the Agent or the Lenders of refrain from exercising any right, power, authority or discretion specifically given to them under and the Agent may refrain from acting unless and until it receives any such instructions or clarification that it has requested. (G) The Facility Agent shall act on the instructions of a Lender provided in connection with the Finance Documents any split of its Commitment under clause 37.5 (Split voting) and shall not be liable for any act (or omission) if it acts (or refrains from acting) in relation to any other incidental rights, powers, authorities or discretions, then the Agent shall seek accordance with such approval of SACE prior to such exercise or non-exerciseinstructions.