Common use of Majority Lenders’ instructions Clause in Contracts

Majority 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 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 Finance Parties other than the Security Agent. (c) The Agent 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 VAT) which it may incur in complying with the instructions. (d) In the absence of instructions from the Majority Lenders, (or, if appropriate, the 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. This paragraph (e) 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.

Majority 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 appropriate the Swap Bank (or, if so instructed by the Majority LendersLenders or, if appropriate the Swap Bank, refrain from exercising any right, power, authority or discretion vested in it as Agent) and (ii) not be liable for any act (or omission) if it acts (or refrains from taking any action) in accordance with such an instruction of the Majority LendersLenders or, if appropriate the Swap Bank. (b) Unless a contrary indication appears in a Finance Document, any instructions given by the Majority Lenders or, if appropriate the Swap Bank will be binding on all the Finance Parties other than the Security AgentParties. (c) The Agent may refrain from acting in accordance with the instructions of the Majority Lenders (or, if appropriate, the LendersLenders or the Swap Bank) or under paragraph (d) below until it has received such security Security as it may require for any cost, loss or liability (together with any associated VATIndirect Tax) which it may incur in complying with the instructions. (d) In the absence of instructions from the Majority Lenders, (or, if appropriate, the LendersLenders or the Swap Bank) the Agent may act (or refrain from taking action) as it considers to be in the best interest of the LendersLenders and the Swap Bank. (e) The Agent Swap Bank shall have no voting rights so long as any obligation 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 (e) shall not apply to any legal or arbitration proceeding relating owing to the perfection, preservation or protection of rights Lenders under the Transaction Security Documents or enforcement of the Transaction Security or Transaction Security Finance Documents.

Majority Lenders’ instructions. (a) Unless a contrary indication appears in a Finance Document, the Facility Agent shall (i) exercise any right, power, authority or discretion vested in it as Facility Agent in accordance with any instructions given to it by the Majority Lenders, the Relevant Revolving Facility Majority Lenders or the Composite Revolving Facility Majority Lenders (as applicable) (or, if so instructed by the Majority Lenders, the Relevant Revolving Facility Majority Lenders or the Composite Revolving Facility Majority Lenders (as applicable), refrain from exercising any right, power, authority or discretion vested in it as Facility Agent) and (ii) not be liable to any Finance Party for any act (or omission) if it acts (or refrains from taking any action) in accordance with such an instruction of the Majority Lenders, the Relevant Revolving Facility Majority Lenders or the Composite Revolving Facility Majority Lenders (as applicable). (b) Unless a contrary indication appears in a Finance Document, any instructions given by the Majority Lenders, the Relevant Revolving Facility Majority Lenders or the Composite Revolving Facility Majority Lenders (as applicable) will be binding on all the Finance Parties other than the Security AgentTrustee. (c) The Facility Agent may refrain from acting in accordance with the instructions of the Majority Lenders (or, if appropriate, the Relevant Revolving Facility Majority Lenders, the Composite Revolving Facility Majority Lenders or the Lenders) until it has received such security as it may require for any cost, loss or liability (together with any associated VAT) which it may incur in complying with the instructions. (d) In the absence of instructions from the Majority Lenders, (or, if appropriate, the Lenders, the Relevant Revolving Facility Majority Lenders or the Composite Revolving Facility Majority Lenders) the Facility Agent may act (or refrain from taking action) as it considers to be in the best interest of the Lenders. (e) 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 (e) 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.

Majority Lenders’ instructions. (a) Unless a contrary indication appears in a Finance Document, the Agent and the Security Agent shall (i) exercise any right, power, authority or discretion vested in it as Agent or Security Agent (as the case may be) 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 Agent or Security Agent, as the case may be) 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 to the Agent will be binding on all the Finance Parties other than and any instructions given by the Majority Lenders to the Security AgentAgent will be binding on all the Secured Parties. (c) The Each of the Agent and the Security Agent 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 VAT) which it may incur in complying with the instructions. (d) In the absence of instructions from the Majority Lenders, Lenders (or, if appropriate, the Lenders) ), the Agent may act (or refrain from taking action) as it considers to be in the best interest of the LendersLenders and the Security Agent may act (or refrain from taking action) as it considers to be in the best interest of the Secured Parties. (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. This paragraph Document nor is the Security Agent authorised to act on behalf of a Secured Party (ewithout first obtaining that Secured Party’s consent) shall not apply to in any legal or arbitration proceeding proceedings relating to the perfection, preservation or protection of rights under the Transaction Security Documents or enforcement of the Transaction Security or Transaction Security Documentsany Finance Document.

Majority Lenders’ instructions. (a) 34.7.1 Unless a contrary indication appears in a Finance Document, the Agent shall shall: (ia) 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 Agent) and ); and (iib) 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) 34.7.2 Unless a contrary indication appears in a Finance Document, any instructions given by the Majority Lenders will to the Agent (in relation to any right, power, authority or discretion vested in it as Agent) shall be binding on all the Finance Parties other than the Security AgentParties. (c) 34.7.3 The Agent 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 VAT) which it may incur in complying with the instructions. (d) 34.7.4 In the absence of of, or while awaiting, instructions from the Majority Lenders, Lenders (or, if appropriate, the Lenders) ), the Agent may act (or refrain from taking action) as it considers to be in the best interest of the LendersFinance Parties. (e) 34.7.5 The Agent is not authorised to act on behalf of a Lender (without first obtaining that Lender’s consent) or any Hedging Provider in any legal or arbitration proceedings relating to any Finance Document. This paragraph (e) clause 34.7.5 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. 34.7.6 Neither the Agent nor any Arranger shall be obliged to request any certificate, opinion or other information under clause 19 (Information undertakings) unless so required in writing by a Lender or any Hedging Provider, in which case the Agent shall promptly make the appropriate request of the Borrower if such request would be in accordance with the terms of this Agreement.

Majority Lenders’ instructions. (a) Unless a contrary indication appears in a Finance Document, each of the COFACE Agent shall and the Security 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 Agent) and it); 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 Finance Parties other than the Security AgentParties. (c) The Each of the COFACE Agent and the Security Agent 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 VAT) 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 COFACE Agent and the Security Agent may act (or refrain from taking action) as it considers to be in the best interest of the Lenders. (e) The Neither the COFACE Agent nor the Security Agent is not authorised to act on behalf of a Lender (without first obtaining that Lender’s consent) in any legal or arbitration proceedings relating to any Finance Document. This paragraph . (ef) shall not apply to any legal or arbitration proceeding relating The Security Agent may assume (unless it has received notice to the perfectioncontrary in its capacity as Security Agent) that all instructions given to it by the COFACE Agent, preservation or protection of rights under if required to be approved by the Transaction Security Documents or enforcement of the Transaction Security or Transaction Security DocumentsMajority Lenders, have been so approved.

Majority Lenders’ instructions. (a) Unless a contrary indication appears in a Finance Document, the Agent and Security Agent shall (i) exercise any right, power, authority or discretion vested in it as Agent act in accordance with any instructions given to it by the Majority Lenders (or, if so instructed by the Majority Lenders, refrain from acting or exercising any right, power, authority or discretion vested in it as Agent or 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 such 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 Finance Parties other than the Security AgentLenders. (c) The Agent and the Security Agent may refrain from acting in accordance with the instructions of the Majority Lenders (or, if appropriate, the LendersLenders or, if appropriate, the Majority Creditors) (including any instruction to begin any legal actions or proceedings arising out of or in connection with the Finance Documents) until it has received such any indemnification and/or security as that it may in its absolute discretion require (whether by way of payment in advance or otherwise) for any costall costs, loss or liability (together with any associated VAT) losses and liabilities which it may incur in complying with the instructionsbringing such action or proceedings. (d) In the absence of instructions from the Majority Lenders, (or, if appropriate, the LendersLenders or, if appropriate, the Majority Creditors) 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. This paragraph . (ef) The Security Agent shall not apply be entitled to request instructions, or clarification of any legal direction, from the Majority Lenders (or, if appropriate, the Lenders or, if appropriate, the Majority Creditors) as to whether, and in what manner, it should exercise or arbitration proceeding relating refrain from exercising any rights, powers and discretions and the Security Agent may refrain from acting unless and until those instructions or clarification are received by it. (g) The Security Agent may, in the absence of any instructions to the perfectioncontrary, preservation or take such action in the exercise of any of its duties under the Finance Documents which in its absolute discretion it considers to be for the protection and benefit of rights under all of the Finance Parties. (h) The Security Agent may, and shall if so directed by the Agent at any time after receipt by the Security Agent of notice pursuant to Clause 23.18 (Acceleration), enforce the Transaction Security Documents or enforcement in accordance with the terms of the Transaction Security or Transaction Security Documents. The Security Agent may take such action as in its sole discretion it thinks fit to enforce the Transaction Security.

Majority Lenders’ instructions. (a) Unless a contrary indication appears in a Finance Document, each of the Facility Agent shall and the Security Agent shall: (i) exercise any right, power, authority or discretion vested in it as Agent act in accordance with any instructions given to it by the Majority Lenders (or, if so instructed by the Majority Lenders, refrain from acting or exercising any right, power, authority or discretion vested in it as Facility Agent or Security Agent) and , as the case may be); and (ii) not be liable for any act (or omission) if it acts (or refrains from taking any action) in accordance with such 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 Finance Parties other than Lenders and the Security AgentMandated Lead Arrangers. (c) The Each of the Facility Agent and the Security Agent may refrain from acting in accordance with the instructions of the Majority Lenders (or, if appropriate, the Lenders) until it has received such security Security as it may require for any cost, loss or liability (together with any associated VAT) which it may incur in complying with the instructions. (d) In the absence of instructions from the Majority Lenders, (or, if appropriate, all the Lenders) each of the Facility Agent and the Security Agent may act (or refrain from taking action) any action or from exercising any right, power or discretion vested in it as it considers an agent under any Finance Document unless and until instructed by the Majority Lenders as to whether or not such right, power or discretion is to be exercised and, if it is to be exercised, as to the manner in the best interest of the Lenderswhich it should be exercised. (e) The Neither the Facility Agent nor the Security Agent is not authorised to act on behalf of a Lender (without first obtaining that Lender’s consent) in any legal or arbitration proceedings relating to any Finance Document. This paragraph (e) 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.

Majority Lenders’ instructions. (a) Unless a contrary indication appears in a Finance Document, the Agent shall (ia) 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 Agent) and (iib) not be liable for any act (or omission) if it acts (or refrains from taking any action) in accordance with such 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 Finance Parties (other than the Security Agent). (c) The Agent 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 VAT) which it may incur in complying with the instructions. (d) In the absence of instructions from the Majority Lenders, Lenders (or, if appropriate, the Super Majority Lenders or the 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. This paragraph (e) shall not apply to any legal or arbitration proceeding proceedings relating to the perfection, preservation or protection of rights under the Transaction Security Documents or enforcement of under the Transaction Security or Transaction Security Documents.

Majority Lenders’ instructions. (a) Unless a contrary indication appears expressly stated in a the provisions of the Finance DocumentDocuments, the Facility Agent shall (i) exercise any right, power, authority or discretion vested in it as Agent act in accordance with any instructions given to it by the Majority Lenders (or, if so instructed by the Majority Lenders, refrain from acting or exercising any right, power, authority or discretion vested in it as Facility Agent) and (ii) not be liable for any act (or omission) if it acts (or refrains from taking any action) in accordance with such an instruction of the Majority Lenders. (b) Unless a contrary indication appears expressly stated in a the provisions of the Finance DocumentDocuments, any instructions given by the Majority Lenders will be binding on all the Finance Parties other than the Security AgentLenders. (c) Where a provision of any of the Finance Documents provides for any matter to be determined by reference to the opinion of the Majority Lenders or to be subject to the consent or request of the Majority Lenders or for any action to be taken on the instructions of the Majority Lenders, such opinion, consent, request or instructions shall (as between the Lenders) only be regarded as having been validly given or issued by the Majority Lenders if all the Lenders shall have received prior notice of the matter on which such opinion, consent, request or instructions are required to be obtained and the relevant majority of the Lenders shall have given or issued such opinion, consent, request or instructions but so that the Borrower shall be entitled (and bound) to assume that such notice shall have been duly received by each Lender and that the relevant majority shall have been obtained to constitute Majority Lenders whether or not this is the case. (d) The Facility Agent may refrain from acting in accordance with decline to take any action except upon the written direction of the Majority Lenders, or the Lenders, as the case may be, and the Facility Agent may obtain a ratification by the Majority Lenders of any action taken by it under the Finance Documents. The Facility Agent shall have no liability to any of the Lenders for any action taken by it upon the instructions of the Majority Lenders (or, or if appropriate, such actions is ratified by the Majority Lenders) until it has received such security as it may require for any cost, loss or liability (together with any associated VAT) which it may incur in complying with the instructions. (de) In the absence of instructions from the Majority Lenders, (oror the Lenders, if appropriateas the case may be, the Lenders) the Facility Agent may act (or refrain from taking action) as it considers to be in the best interest of the Lenders. (ef) The Facility Agent is not authorised authorized 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. This paragraph (e) 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 Finance Documents.

Majority Lenders’ instructions. (a) 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 the Majority Lenders (or, if so instructed by the Majority Lenders, refrain from exercising any right, power, authority or discretion vested in it as 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 Lenders. (b) Unless a contrary indication appears in a Finance Document, any instructions given by the Majority Lenders will be binding on all the Finance Parties other than the Security AgentParties. (c) The Facility Agent 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 VAT) which it may incur in complying with the instructions. (d) In the absence of instructions from the Majority Lenders, Lenders (or, if appropriate, the Lenders), the 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 Lenders). The Facility Agent may act (or refrain from taking action) as it considers to be in the best interest of the Lenders. (e) The Facility Agent is not authorised to act on behalf of a Lender any other Finance Party (without first obtaining that LenderFinance Party’s consent) in any legal or arbitration proceedings relating to any Finance Document. This paragraph (e) shall not apply to any legal or arbitration proceeding proceedings relating to the perfection, preservation or protection of rights under the Transaction Collateral or Finance Documents creating Security Documents or enforcement of in the Transaction Security or Transaction Security DocumentsCollateral.

Majority Lenders’ instructions. (a) Unless a contrary indication appears in a Finance Document, the Facility Agent shall (i) exercise any right, power, authority or discretion vested in it as Facility Agent in accordance with any instructions given to it it, prior to the Closing Date, by the Mandated Lead Arrangers and, on and from the Closing Date, by the Majority Lenders (or, if so instructed by the Mandated Lead Arrangers or Majority LendersLenders (as applicable), refrain from exercising any right, power, authority or discretion vested in it as Facility 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 instruction, prior to the Closing Date, of the Mandated Lead Arrangers and on and from the Closing Date, of the Majority Lenders. (b) Unless a contrary indication appears in a Finance Document, any instructions given by the Mandated Lead Arrangers or Majority Lenders (as applicable) will be binding on all the Finance Parties other than the Borrower Security AgentTrustee. (c) The Facility Agent may refrain from acting in accordance with the instructions of the Mandated Lead Arrangers or Majority Lenders (or, if appropriate, the Lenders) (as applicable) until it has received such security as it may require for any cost, loss or liability (together with any associated VAT) which it may incur in complying with the instructions. (d) In the absence of instructions from the Mandated Lead Arrangers or the Majority Lenders, (or, if appropriate, the Lenders) (as applicable) the Facility Agent may act (or refrain from taking action) as it considers to be in the best interest of the Lenders. (e) The Facility 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. This paragraph (e) 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.

Majority Lenders’ instructions. (a) Unless a contrary indication appears in a Finance Document, the Agent and the Security Agent shall (i) exercise any right, power, authority or discretion vested in it as Agent or Security Agent (as the case may be) 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 Agent or Security Agent, as the case may be) 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 Finance Parties other than the Security AgentSecured Parties. (c) The Each of the Agent and the Security Agent 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 VAT) which it may incur in complying with the instructions. (d) In the absence of instructions from the Majority Lenders, Lenders (or, if appropriate, the Lenders) ), each of the Agent and the Security Agent may act (or refrain from taking action) as it considers to be in the best interest of the Lenders. (e) The Neither the Agent nor the Security 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. This paragraph (e) 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.

Majority Lenders’ instructions. (a) Unless The Agent shall: (i) unless a contrary indication appears in a Finance Document, the Agent shall (i) 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 by: (A) all Lenders if the Majority Lenders relevant Finance Document stipulates the matter is an all-Lender decision; and (orB) in all other cases, if so instructed by the Majority Lenders, refrain from exercising any right, power, authority or discretion vested in it as Agent) and ; and (ii) not be liable for any act (or omission) if it acts (or refrains from taking any actionacting) in accordance with an instruction of the Majority Lendersparagraph (i) above. (b) Unless The Agent shall be entitled to request instructions, or clarification of any instruction, from the Majority Lenders (or, if 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. The Agent may refrain from acting unless and until it receives any such instructions or clarification 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 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 the Finance Parties other than the Security AgentParties. (cd) The Agent may refrain from acting in accordance with the any instructions of the Majority any Lender or group of Lenders (or, if appropriate, the Lenders) until it has received such any indemnification and/or security as 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 the those instructions. (de) In the absence of instructions from the Majority Lendersinstructions, (or, if appropriate, the Lenders) the Agent may act (or refrain from taking actionacting) as it considers in its discretion to be in the best interest of the Lendersappropriate. (ef) 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. This paragraph (e) 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.

Majority Lenders’ instructions. (a) Unless a contrary indication appears in a Finance Document, the BPIAE Agent shall (i) exercise any right, power, authority or discretion vested in it as BPIAE 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 BPIAE 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 Finance Parties other than the Security Agent and the U.S. Collateral Agent. (c) The BPIAE Agent 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 VAT) which it may incur in complying with the instructions. (d) In the absence of instructions from the Majority Lenders, (or, if appropriate, the Lenders) the BPIAE Agent may act (or refrain from taking action) as it considers to be in the best interest of the Lenders. (e) The BPIAE 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. This paragraph (e) 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.

Majority Lenders’ instructions. (a) 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 Agent Servicing Party 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 Agent) and a Servicing Party); 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 Finance Parties other than the Security AgentParties. (c) The Facility Agent 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 VAT) which it may incur in complying with the instructions. (d) In the absence of instructions from the Majority Lenders, Lenders (or, if appropriate, the Lenders), the 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 Lenders). The Facility Agent may act (or refrain from taking action) as it considers to be in the best interest of the Lenders. (e) The Facility Agent is not authorised to act on behalf of a Lender or Hedge Counterparty (without first obtaining that LenderXxxxxx’s or Hedge Counterparty’s consent) in any legal or arbitration proceedings relating to any Finance Document. This paragraph (e) shall not apply to any legal or arbitration proceeding proceedings relating to the perfection, preservation or protection of rights under the Transaction Security or Finance Documents or enforcement of the creating Transaction Security or Transaction Security DocumentsSecurity.

Majority 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 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. Without prejudice to any other provision hereof, it may also exercise on behalf of the Finance Parties any right, power, authority or discretion in respect of such matters as it determines to be of a minor technical or administrative or of a non-credit related nature without any 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 Finance Parties other than the Security Agent. (c) The Agent may refrain from acting in accordance with the instructions of the Majority Lenders (or, if appropriate, the LendersLenders and Hedge Counterparties) until it has received such security as it may require for any cost, loss or liability (together with any associated VATIndirect Tax) which it may incur in complying with the instructions. (d) In the absence of instructions from the Majority Lenders, (or, if appropriate, the LendersLenders and Hedge Counterparties) 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 or Hedge Counterparty (without first obtaining that LenderLender or Hedge Counterparty’s consent) in any legal or arbitration proceedings relating to any Finance Document. This paragraph (e) 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.

Majority Lenders’ instructions. (a) Unless a contrary indication appears in a Senior Finance Document, and in the case of the Security Agent, subject as provided in the Intercreditor Deed, each Financing Agent shall shall: (i) exercise any right, power, authority or discretion vested in it as such Financing 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 Financing 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 Lenders. (b) Unless a contrary indication appears in a Senior Finance Document, any instructions given by the Majority Lenders will be binding on all the Finance Parties other than the Security AgentParties. (c) The Each Financing Agent may refrain from acting in accordance with the instructions of the Majority Lenders (or, if appropriate, the Lenders) or otherwise from carrying out any action in relation to the Senior Finance Documents until it has received such indemnities or security as it may require for any cost, loss or liability (together with any associated VAT) which it may incur in complying with the instructions. (d) In the absence of instructions from the Majority Lenders, (Lenders or, if appropriate, the Lenders) Majority Senior Creditors (as defined in the Intercreditor Deed), each Financing Agent may act (or refrain from taking action) as it considers to be in the best interest interests of the LendersFinance Parties. (e) The No Financing Agent or the Issuing Lender is not authorised to act on behalf of a Lender Finance Party (without first obtaining that LenderFinance Party’s consent) in any legal or arbitration proceedings relating to any Senior Finance Document. This paragraph . (ef) shall not apply to The Agent may at any legal or arbitration proceeding relating to time, if so requested by the perfectionMajority Banks, preservation or protection of rights under the Transaction Security Documents or enforcement convene a meeting of the Transaction Security or Transaction Security DocumentsLenders. References in this Clause 24.7 to “Majority Lenders” shall include the Majority Senior Creditors (as defined in the Intercreditor Deed) where appropriate.

Majority Lenders’ instructions. (a) Unless a contrary indication appears in a Finance Document, the Agent and the Security Agent shall (i) exercise any right, power, authority or discretion vested in it as Agent or as Security Agent, as the case may be, 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 Agent or 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 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 Finance Parties other than the Security AgentParties. (c) The Agent or the Security Agent 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 VAT) which it may incur in complying with the instructions. (d) In the absence of instructions from the Majority Lenders, (or, if appropriate, the Lenders) the Agent and the Security Agent may act (or refrain from taking action) as it considers to be in the best interest of the Lenders. (e) The Neither the Agent nor the Security Agent is not authorised authorized 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. This paragraph (e) 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 DocumentsInterest thereunder.

Majority Lenders’ instructions. (a) Unless a contrary indication appears in a Finance Document, each of the Facility Agent and the Security Agent shall (i) exercise any right, power, authority or discretion vested in it as Facility Agent or Security 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 AgentFacility Agent or as the Security Agent for the Finance Parties) 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, provided always that any such instructions shall be consistent with those, if applicable, provided by COFACE to the Facility Agent under the COFACE Cover. (b) Unless a contrary indication appears in a Finance Document, any instructions given by the Majority Lenders will be binding on all the Finance Parties other than the Security AgentParties. (c) The Each of the Facility Agent and the Security Agent 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 VAT) 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 Security Agent may act (or refrain from taking action) as it considers to be in the best interest of the Lenders. (e) The Neither the Facility Agent nor the Security Agent is not authorised to act on behalf of a Lender (without first obtaining that Lender’s consent) in any legal or arbitration proceedings relating to any Finance Document. This paragraph . (ef) shall not apply Each Lender agrees (for the benefit of the other Lenders) to take such action (as advised by the Facility Agent) as may be necessary or advisable at any legal time to comply with its obligations under or arbitration proceeding relating the conditions of the COFACE Cover or to enable the perfectionFacility Agent to comply with its obligations under or the conditions of the COFACE Cover. (g) Each Lender agrees (for the benefit of the other Lenders) to comply with its obligations under the COFACE Cover and to take such action as may be necessary to enable the Facility Agent to comply with its obligations under the COFACE Cover. (h) Each Lender irrevocably authorises the Facility Agent to take such action and exercise such rights, preservation or protection powers and discretions, notwithstanding the other provisions of this Agreement, as it may deem necessary for the purpose of preserving the Lenders’ rights under the Transaction Security Documents or enforcement of the Transaction Security or Transaction Security DocumentsCOFACE Cover.

Majority Lenders’ instructions. (a) Unless a contrary indication appears in a Finance Document, the COFACE Agent shall (i) exercise any right, power, authority or discretion vested in it as COFACE 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 COFACE 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 Finance Parties other than the Security Agent and the U.S. Collateral Agent. (c) The COFACE Agent 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 VAT) which it may incur in complying with the instructions. (d) In the absence of instructions from the Majority Lenders, (or, if appropriate, the Lenders) the COFACE Agent may act (or refrain from taking action) as it considers to be in the best interest of the Lenders. (e) The COFACE 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. This paragraph (e) 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.

Majority Lenders’ instructions. (a) 35.7.1 Unless a contrary indication appears in a Finance Document, the Agent shall shall: (ia) 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 Agent) and ); and (iib) 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) 35.7.2 Unless a contrary indication appears in a Finance Document, any instructions given by the Majority Lenders will to the Agent (in relation to any right, power, authority or discretion vested in it as Agent) shall be binding on all the Finance Parties other than the Security AgentParties. (c) 35.7.3 The Agent 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 VAT) which it may incur in complying with the instructions. (d) 35.7.4 In the absence of of, or while awaiting, instructions from the Majority Lenders, Lenders (or, if appropriate, the Lenders) ), the Agent may act (or refrain from taking action) as it considers to be in the best interest of the LendersFinance Parties. (e) 35.7.5 The Agent is not authorised to act on behalf of a Lender (without first obtaining that Lender’s consent) or any Hedging Provider in any legal or arbitration proceedings relating to any Finance Document. This paragraph (e) clause 35.7.5 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. 35.7.6 Neither the Agent nor any Arranger shall be obliged to request any certificate, opinion or other information under clause 19 (Information undertakings) unless so required in writing by a Lender or any Hedging Provider, in which case the Agent shall promptly make the appropriate request of the Borrowers if such request would be in accordance with the terms of this Agreement.

Majority 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 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 Finance Parties other than the Security AgentTrustee. (c) The Agent 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 VAT) which it may incur in complying with the instructions. (d) In the absence of instructions from the Majority Lenders, (or, if appropriate, the 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. This paragraph (e) 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. (f) The Agent shall not be required to take any action that, in its opinion or the opinion of its counsel, may expose the Agent to liability or that is contrary to any Finance Document or applicable law, including for the avoidance of doubt any action that may be in violation of the automatic stay under any insolvency or similar proceedings.

Majority Lenders’ instructions. (a) 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 Agent Servicing Party 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 Agent) and a Servicing Party); 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 Finance Parties other than the Security AgentParties. (c) The Facility Agent 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 VAT) which it may incur in complying with the instructions. (d) In the absence of instructions from the Majority Lenders, Lenders (or, if appropriate, the Lenders), the 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 Lenders). The Facility Agent may act (or refrain from taking action) as it considers to be in the best interest of the Lenders. (e) The Facility Agent is not authorised to act on behalf of a Lender or Hedge Counterparty (without first obtaining that Lender’s or Hedge Counterparty’s consent) in any legal or arbitration proceedings relating to any Finance Document. This paragraph (e) shall not apply to any legal or arbitration proceeding proceedings relating to the perfection, preservation or protection of rights under the Transaction Security or Finance Documents or enforcement of the creating Transaction Security or Transaction Security DocumentsSecurity.

Majority 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 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 Finance Parties other than the Security Agent. (c) The Agent 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 VAT) which it may incur in complying with the instructions. (d) In the absence of instructions from the Majority Lenders, (or, if appropriate, the 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. This paragraph (e) 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.

Majority Lenders’ instructions. (a) Unless a contrary indication appears in a Finance Document, the Facility Agent shall (ia) exercise any right, power, authority or discretion vested in it as Agent act in accordance with any instructions given to it by the Majority Lenders (or, if so instructed by the Majority Lenders, refrain from acting or exercising any right, power, authority or discretion vested in it as Facility Agent) and (iib) not be liable for any act (or omission) if it acts (or refrains from taking any action) in accordance with such 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 Finance Parties other than the Security AgentParties. (c) The Facility Agent may refrain from acting in accordance with the instructions of the Majority Lenders (or, if appropriate, the Super Majority Lenders or the Lenders) until it has received such security as it may require for any cost, loss or liability (together with any associated VAT) which it may incur in complying with the instructions. (d) In the absence of instructions from the Majority Lenders, (or, if appropriate, the Super Majority Lenders or the Lenders) the Facility Agent may act (or refrain from taking action) as it considers to be in the best interest of the Lenders. (e) 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 (e) 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 Finance Documents.

Majority Lenders’ instructions. (a) 30.7.1 Unless a contrary indication appears in a Finance Document, the Agent shall shall: (ia) exercise any right, power, authority or discretion vested in it as Agent (including giving instructions to the Security 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 Agent) and ); and (iib) 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) 30.7.2 Unless a contrary indication appears in a Finance Document, any instructions given by the Majority Lenders will to the Agent (in relation to any right, power, authority or discretion vested in it as Agent) shall be binding on all the Finance Parties (other than the Security Agent). (c) 30.7.3 The Agent 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 VAT) which it may incur in complying with the instructions. (d) 30.7.4 In the absence of of, or while awaiting, instructions from the Majority Lenders, Lenders (or, if appropriate, the Lenders) ), the Agent may act (or refrain from taking action) as it considers to be in the best interest of the LendersFinance Parties. (e) 30.7.5 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 (e) clause 30.7.5 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. 30.7.6 Neither the Agent nor the Arranger shall be obliged to request any certificate, opinion or other information under clause 19 (Information undertakings) unless so required in writing by a Lender, in which case the Agent shall promptly make the appropriate request of the Borrower if such request would be in accordance with the terms of this Agreement.

Majority Lenders’ instructions. (a) Unless a contrary indication appears in a Finance Document, the COFACE Agent shall (i) exercise any right, power, authority or discretion vested in it as COFACE 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 COFACE 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 Finance Parties other than the Security Agent and the U.S. Collateral Agent. (c) The COFACE Agent 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 VAT) which it may incur in complying with the instructions. (d) In the absence of instructions from the Majority Lenders, (or, if appropriate, the Lenders) the COFACE Agent may act (or refrain from taking action) as it considers to be in the best interest of the Lenders. (e) The COFACE 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 (e) 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.

Majority 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 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) The Agent shall be entitled to request instructions, or clarification of any instruction, from the Majority Lenders (or, if 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 Agent may refrain from acting unless and until it receives any such instructions or clarification that it has requested. (c) Unless a contrary indication appears in a Finance Document, any instructions given by the Majority Lenders will be binding on all the Finance Parties other than the Security AgentParties. (cd) The Agent 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 VAT) which it may incur in complying with the instructions. (de) In the absence of instructions from the Majority Lenders, (or, if appropriate, the Lenders) the Agent may act (or refrain from taking action) as it considers to be in the best interest of the Lenders. (ef) 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 (e) 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.

Majority Lenders’ instructions. (a) Unless a contrary indication appears in a Finance Document, the Agent and the Security Trustee shall (i) exercise any right, power, authority or discretion vested in it as Agent or Security Trustee, as the case may be, 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 AgentAgent or Security Trustee. as the case may be) Table of Contents 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 Finance Parties other than the Security AgentParties. (c) The Each of the Agent and the Security Trustee may refrain from acting in accordance with the instructions of the Majority Lenders (or, if appropriate, the Lenders) or under paragraph (d) below until it has received such security as it may require for any cost, loss or liability (together with any associated VATIndirect Tax) which it may incur in complying with the instructions. (d) In the absence of instructions from the Majority Lenders, Lenders (or, if appropriate, the Lenders) ), the Agent and the Security Trustee may act (or refrain from taking action) as it considers to be in the best interest of the Lenders. (e) The Neither the Agent nor the Security Trustee 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 (e) 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.

Majority Lenders’ instructions. (a) Unless a contrary indication appears in a Finance Document, the Agent and the Security Agent shall (i) exercise any right, power, authority or discretion vested in it as Agent or Security 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 Agent or Security Agent) and (ii) not be liable li­able for any act (or omission) if it acts (or refrains from taking any actionac­tion) in accordance with an instruction of the Majority Lenders. (b) Unless a contrary indication appears in a Finance Document, any instructions instruc­tions given by the Majority Lenders will be binding on all the Finance Parties other than the Security AgentParties. (c) The Agent and the Security Agent may refrain from acting in accordance with the instructions of the Majority Lenders (or, if appropriate, the Lenders) (i) if in the reasonable opinion of the Agent or the Security Agent, as the case may be, such instructions are contrary to applicable law or (ii) until it has received such security as it may require for any cost, loss or liability (together with any associated VAT) which it may incur in complying with the instructions. (d) In the absence of instructions from the Majority Lenders, (or, if appropriateappro­priate, the Lenders) the Agent and the Security Agent may act (or refrain from taking action) as it considers to be in the best interest of the LendersLend­ers. (e) The Agent and the Security Agent is not authorised to act on behalf of a Lender (without first obtaining that Lender’s 's consent) in any legal or arbitration ar­bitration proceedings relating to any Finance Document. This paragraph (e) 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.

Majority Lenders’ instructions. (a) Unless a Notwithstanding anything to the contrary indication appears contained in the Transaction Documents, the Parties acknowledge that where any provision in a Finance DocumentTransaction Document refers to the Facility Agent being obliged to or entitled to take any specified action, the Agent shall (i) exercise any rightdiscretion, powermake any determination, authority give any consent or discretion vested waiver, or act in a certain way in connection with the transactions contemplated by the Transaction Documents, it shall or may (as Agent the case may be) take such specified action, exercise such discretion, make such determination, give any consent in accordance with any the instructions given to it by or directions of the Majority Lenders or all Lenders (or, if so instructed by as the Majority Lenders, refrain from exercising any right, power, authority or discretion vested in it as Agentcase may be) and (ii) not in doing so shall be liable for any act (or omission) if it acts (or refrains from taking any action) in accordance with an instruction of the Majority Lendersdeemed to have acted reasonably. (b) Unless a contrary indication appears in a Finance Document, any Any instructions given by the Majority Lenders will 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 Finance Parties other than the Security AgentLenders. (c) The Facility Agent may refrain from acting in accordance with the instructions of the Majority Lenders or the Lenders (or, if appropriate, as the Lenderscase may be) until it has received such security as it may require for any cost, loss or liability (together with any associated VAT) which it may incur in complying with the instructions. (d) In the absence of instructions from the Majority Lenders, (or, if appropriate, Lenders the Lenders) the Facility Agent may act (or refrain from taking shall not be obliged to take action) as it considers to be in the best interest of the Lenders. (e) The Facility Agent is not authorised to act on behalf of a Lender Finance Party (without first obtaining that Lender’s the relevant Finance Party's consent) in any legal or arbitration proceedings relating to any Finance Transaction Document. This paragraph (e) 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.

Majority Lenders’ instructions. (a) 26.7.1 Unless a contrary indication appears in a Finance Document, the Facility Agent shall (i) exercise any right, power, power or authority or discretion vested in it as Facility 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 Facility 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) 26.7.2 Unless a contrary indication appears in a Finance Document, any instructions given by the Majority Lenders will be binding on all the Finance Parties other than the Security AgentParties. (c) 26.7.3 The Facility Agent may refrain from acting shall not be compelled to act 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 VAT) which it may incur in complying with the instructions. 26.7.4 The Facility Agent shall only be obliged to act on the instructions it receives from the Majority Lenders (dor, if appropriate, the Lenders) In but in the absence of instructions from the Majority Lenders, (or, if appropriate, the Lenders) ), the Facility Agent may act (or shall refrain from taking action) as it considers to be in the best interest of the Lendersany action whatsoever. (e) 26.7.5 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 (e) 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.

Majority Lenders’ instructions. (a) Unless a contrary indication appears in a Finance Document, the Agent and the Security Agent shall (i) exercise any right, power, authority or discretion vested in it as Agent or as Security Agent, as the case may be, 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 Agent or 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 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 Finance Parties other than the Security AgentParties. (c) The Agent or the Security Agent 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 VAT) which it may incur in complying with the instructions. (d) In the absence of instructions from the Majority Lenders, (or, if appropriate, the Lenders) the Agent and the Security Agent may act (or refrain from taking action) as it considers to be in the best interest of the Lenders. (e) The Neither the Agent nor the Security Agent is not authorised authorized 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 (e) 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 DocumentsInterest thereunder.

Majority Lenders’ instructions. (a) Unless a contrary indication appears in a Finance Document, the Agent and the Security Agent shall (i) exercise any right, power, authority or discretion vested in it as Agent or Security 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 Agent or 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 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 Finance Parties other than the Security AgentParties. (c) The Agent and the Security Agent may refrain from acting in accordance with the instructions of the Majority Lenders (or, if appropriate, the Lenders) (i) if in the reasonable opinion of the Agent or the Security Agent, as the case may be, such instructions are contrary to applicable law or (ii) until it has received such security as it may require for any cost, loss or liability (together with any associated VAT) which it may incur in complying with the instructions. (d) In the absence of instructions from the Majority Lenders, (or, if appropriate, the Lenders) the Agent and the Security Agent may act (or refrain from taking action) as it considers to be in the best interest of the Lenders. (e) The Agent and the Security 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. This paragraph (e) 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.

Majority Lenders’ instructions. (a) Unless a contrary indication appears in a Finance Document, the Senior Agent shall (i) exercise any right, power, authority or discretion vested in it as Senior 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 Senior 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 Finance Parties other than the Security AgentParties. (c) The Senior Agent 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 VAT) which it may incur in complying with the instructions. (d) In the absence of instructions from the Majority Lenders, (or, if appropriate, the Lenders) the Senior Agent may act (or refrain from taking action) as it considers to be in the best interest of the Lenders. (e) The Senior 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. This paragraph (e) 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.

Majority Lenders’ instructions. (ai) Unless a contrary indication appears in a Finance Document, prior to the Senior Discharge Date the Agent shall (iA) 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 Agent) and (iiB) 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. (ii) Unless a contrary indication appears in a Finance Document, after the Senior Discharge Date the Agent shall (A) exercise any right, power, authority or discretion vested in it as Agent in accordance with any instructions given to it by the Majority Hedging Banks or, if so instructed by the Majority Hedging Banks, refrain from exercising any right, power, authority or discretion vested in it as Agent and (B) not be liable for any act (or omission) if it acts (or refrains from taking any action) in accordance with the instructions of the Majority Hedging Banks. (iii) The Security Agent shall (A) exercise any right, power, authority or discretion vested in it as Security Agent in accordance with any instructions given to it by the Agent (or, if so instructed by the Agent, refrain from exercising any right, power, authority or discretion vested in it as Security Agent) and (B) not be liable for any act (or omission) if it acts (or refrains from taking any action) in accordance with the instruction of the Agent and (C) have no obligation to act or refrain from acting until so instructed. (b) Unless a contrary indication appears in a Finance Document, (i) prior to the Senior Discharge Date any instructions given by the Majority Lenders and (ii) after the Senior Discharge Date any instructions given by the Majority Hedging Banks will be binding on all the Finance Parties other than the Security AgentSecured Parties. (c) The Agent may refrain from acting in accordance with the instructions of the Majority Lenders (or, if appropriate, the Lenders) or the Majority Hedging Banks (or, if appropriate, the Hedging Banks) and the Security Agent may refrain from acting in accordance with the instructions of the Agent until (in either case, as the case may be) it has received such security as it may require for any cost, loss or liability (together with any associated VAT) which it may incur in complying with the instructions. (d) In the absence of instructions from the Majority Lenders, Lenders (or, if appropriate, the Lenders) ), the Agent may act (or refrain from taking action) as it considers or, after the Senior Discharge Date, the Majority Hedging Banks (or if appropriate, the Hedging Banks) to be in the best interest of the LendersLenders and each Hedging Bank but the Security Agent shall have no obligation to act or refrain from acting. (e) The Neither the Agent nor the Security Agent is not authorised to act on behalf of a Lender (without first obtaining that Lender’s consent) in any legal or arbitration proceedings relating to any Finance Document. This paragraph . (ef) shall not apply Neither the Agent nor the Security Agent is authorised to act on behalf of a Hedging Bank (without first obtaining that Hedging Bank’s consent) in any legal or arbitration proceeding proceedings relating to the perfection, preservation or protection of rights under the Transaction Security Documents or enforcement of the Transaction Security or Transaction Security Documentsany Finance Document.

Majority Lenders’ instructions. (a) Unless a contrary indication appears in a Finance Document, the each Transaction Agent shall (i) exercise any right, power, authority or discretion vested in it as relevant Transaction 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 relevant Transaction 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 Finance Parties other than the Security AgentParties. (c) The A Transaction Agent may refrain from acting in accordance with the instructions of the Majority Lenders (or, if appropriate, the Lenders) or under paragraph (d) below until it has received such any indemnification or security as it may require for any cost, loss or liability (together with any associated VATIndirect Tax) which it may incur in complying with the instructions. A Transaction Agent may refrain from doing anything which in its opinion will or may (i) be contrary to any relevant law, directive or regulation of any jurisdiction and each Transaction Agent may do anything which is in its opinion, necessary to comply with any such law, directive or regulation or (ii) risk its own funds. (d) In the absence of instructions from the Majority Lenders, (or, if appropriate, the Lenders) the a Transaction Agent may act (or refrain from taking action) as it considers to be in the best interest of the Lenders. (e) The Facility 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. This paragraph (e) 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.

Majority Lenders’ instructions. (a) Unless a contrary indication appears in a Finance Document, the Facility Agent shall (i) exercise any right, power, authority or discretion vested in it as Facility 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 Facility Agent) and (ii) not be liable for any act (or omission) if it acts (or refrains from taking any action) in accordance with such an instruction of the Majority Lenders. (b) Unless a contrary indication appears in a Finance Document, any such instructions so given by the Majority Lenders will be binding on all of the Finance Parties other than the Security AgentParties. (c) The Facility Agent may refrain from acting in accordance with the instructions of the Majority Lenders (or, if appropriate, the applicable Lenders) until it has received such security as it may require for any cost, loss or liability (together with any associated VATIndirect Tax) which it may incur in complying with the such instructions. (d) In the absence of instructions from the Majority Lenders, (or, if appropriate, the applicable Lenders) the Facility Agent may act (or refrain from taking action) as it considers to be in the best interest of the Lenders. (e) The Facility Agent is not authorised to act on behalf of a Lender Finance Party (without first obtaining that LenderFinance Party’s prior written consent) in any legal or arbitration proceedings relating to any Finance Document. This , provided that (i) nothing herein shall prejudice the ability of the Facility Agent to bring, defend or conduct any proceedings in its capacity as Facility Agent (in the name of the Facility Agent) and (ii) this paragraph (e) shall not apply to any legal or arbitration proceeding arbitral proceedings relating to the perfection, preservation or protection of rights under any Security Document or the Transaction Security Documents or enforcement of the Transaction any Security or Transaction Security DocumentsDocument.

Majority Lenders’ instructions. (a) Unless a contrary indication appears in a Finance DocumentDocument (including, but not limited to, clause 46.2 (Exceptions)), the Facility Agent shall shall: (i) exercise any right, power, authority or discretion vested in it as Facility Agent (including giving instructions to the Security 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 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 Lenders. (b) Unless a contrary indication appears in a Finance DocumentDocument (including, but not limited to, clause 46.2 (Exceptions)), any instructions given by the Majority Lenders will to the Facility Agent (in relation to any right, power, authority or discretion vested in it as Facility Agent) shall be binding on all the Finance Parties (other than the Security Agent). (c) The Facility Agent 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 VATIndirect Tax) which it may incur in complying with the instructions. (d) In the absence of of, or while awaiting, instructions from the Majority Lenders, Lenders (or, if appropriate, the Lenders) ), the Facility Agent may act (or refrain from taking action) as it considers to be in the best interest of the LendersFinance Parties. (e) The Facility Agent is not authorised to act on behalf of a Lender or any Hedging Bank (without first obtaining that Lender’s or that Hedging Bank’s consent) in any legal or arbitration proceedings relating to any Finance Document. This paragraph (eclause 37.7(e) 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. (f) The Facility Agent shall not be obliged to request any certificate, opinion or other information under clause 20 (Information undertakings) unless so required in writing by a Lender or any Hedging Bank, in which case the Facility Agent shall promptly make the appropriate request of the Borrower if such request would be in accordance with the terms of this Agreement. 37.8 Responsibility for documentation and other matters The Facility Agent: (a) is not responsible for the adequacy, accuracy and/or completeness of any information (whether oral or written) supplied by the Facility Agent, an Obligor or any other person given in or in connection with any Finance Document or the transactions contemplated in the Finance Documents or of any representations in any Finance Document or of any copy of any document delivered under any Finance Document; (b) is not responsible for the legality, validity, effectiveness, adequacy or enforceability of any Finance Document or any Project Agreement or any other agreement, arrangement or document entered into, made or executed in anticipation of or in connection with any Finance Document or any Project Agreement; (c) is not responsible for the application of any Basel 2 Regulation to the transactions contemplated by the Finance Documents; (d) is not responsible for any loss to the Trust Property arising in consequence of the failure, depreciation or loss of any Charged Property or any investments made or retained in good faith or by reason of any other matter or thing; (e) is not obliged to account to any person for any sum or the profit element of any sum received by it for its own account; (f) is not responsible for the failure of any Obligor or any other party to perform its obligations under any Finance Document, Project Agreement or the financial condition of any such person; (g) is not responsible to ascertain whether all deeds and documents which should have been deposited with it (or the Security Agent) under or pursuant to any of the Security Documents have been so deposited; (h) is not responsible to investigate or make any enquiry into the title of any Obligor or any other party to any of the Charged Property or any of its other property or assets; (i) is not responsible for the failure to register any of the Security Documents with the Registrar of Companies or any other public office; (j) is not responsible for the failure to register any of the Security Documents in accordance with the provisions of the documents of title of any Obligor or any other party to any of the Charged Property; (k) is not responsible for the failure to take or require any Obligor or any other party to take any steps to render any of the Security Documents effective as regards property or assets outside England or Wales or to secure the creation of any ancillary charge under the laws of the jurisdiction concerned; or (l) is not (unless it is the same entity as the Security Agent) responsible on account of the failure of the Security Agent to perform or discharge any of its duties or obligations under the Security Documents.

Majority Lenders’ instructions. (a) 27.7.1 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 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) 27.7.2 The Agent shall be entitled to request instructions, or clarification of any instruction, from the Majority Lenders as to whether, and in what manner, it should exercise or refrain from exercising any right, power, authority or discretion and the Agent may refrain from acting unless and until it receives those instructions or that clarification. 27.7.3 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 the Finance Parties other than the Security AgentTrustee. (c) 27.7.4 The Agent 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 VAT) which it may incur in complying with the instructions. (d) 27.7.5 In the absence of instructions from the Majority Lenders, (or, if appropriate, the Lenders) the Agent may act (or refrain from taking action) as it considers to be in the best interest of the Lenders. (e) 27.7.6 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. This paragraph (e) clause 27.7.6 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.

Majority Lenders’ instructions. (a) Unless a contrary indication appears in a Finance Document, the Facility Agent shall (i) exercise any right, power, authority or discretion vested in it as Facility 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 Facility 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 Finance Parties other than the Security Agent. (c) The Facility Agent 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 VAT) which it may incur in complying with the instructions. (d) In the absence of instructions from the Majority Lenders, (or, if appropriate, the Lenders) the Facility Agent may act (or refrain from taking action) as it considers to be in the best interest of the LendersLenders provided that when exercising the rights, powers, authorities and discretions given to the Facility Agent under or in connection with the Finance Documents (or any other rights, powers, authorities and discretions, incidental thereto), the Facility Agent shall, at all times, act reasonably. (e) The Facility 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. This paragraph (e) 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.

Majority Lenders’ instructions. (a) Unless a contrary indication appears in a Bridge Finance Document, the Bridge Facility Agent shall (ia) exercise any right, power, authority or discretion vested in it as Bridge Facility Agent in accordance with any instructions given to it by the Majority Lenders (or, if so instructed by the Majority Lenders, refrain from acting or exercising any right, power, authority or discretion vested in it as Bridge Facility Agent) and (iib) not be liable for any act (or omission) if it acts (or refrains from taking any action) in accordance with such an instruction of the Majority Lenders. (b) Unless a contrary indication appears in a Bridge Finance Document, any instructions given by the Majority Lenders will be binding on all the Finance Parties other than the Security AgentParties. (c) The Bridge Facility Agent 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 VAT) which it may incur in complying with the instructions. (d) In the absence of instructions from the Majority Lenders, (or, if appropriate, the Lenders) the Bridge Facility Agent may act (or refrain from taking action) as it considers to be in the best interest of the Lenders. (e) The Bridge Facility 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 Bridge Finance Document. This paragraph (e) 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.

Majority Lenders’ instructions. (a) Unless a contrary indication appears in a Finance Document, the Agent and the Security Agent shall (i) exercise any right, power, authority or discretion vested in it as Agent or Security Agent (as the case may be) 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 AgentAgent or Security Agent as the case may be) 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 Finance Parties other than the Security AgentAgent and all the Hedge Counterparties. (c) The Each of the Agent and the Security Agent 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 VAT) which it may incur in complying with the instructions. (d) In the absence of instructions from the Majority Lenders, Lenders (or, if appropriate, the Lenders) ), the Agent and the Security Agent may act (or refrain from taking action) as it considers to be in the best interest of the Lenders. (e) The Neither the Agent nor the Security Agent is not authorised to act on behalf of a Lender (without first obtaining that Lender’s consent) in any legal or arbitration proceedings relating to any Finance Document. This paragraph (e) 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. (f) The Hedge Counterparties (in their capacity as such) shall have no right to give instructions to the Agent or the Security Agent, and shall be bound by the instructions given by the Majority Lenders to the Agent or the Security Agent.

Majority Lenders’ instructions. (a) Unless a contrary indication appears in a Bridge Finance Document, the Bridge Facility Agent shall (ia) exercise any right, power, authority or discretion vested in it as Bridge Facility Agent in accordance with any instructions given to it by the Majority Lenders (or, if so instructed by the Majority Lenders, refrain from acting or exercising any right, power, authority or discretion vested in it as Bridge Facility Agent) and (iib) not be liable for any act (or omission) if it acts (or refrains from taking any action) in accordance with such an instruction of the Majority Lenders. (b) Unless a contrary indication appears in a Bridge Finance Document, any instructions given by the Majority Lenders will be binding on all the Finance Parties other than the Security AgentParties. (c) The Bridge Facility Agent 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 VAT) which it may incur in complying with the instructions. (d) In the absence of instructions from the Majority Lenders, (or, if appropriate, the Lenders) the Bridge Facility Agent may act (or refrain from taking action) as it considers to be in the best interest of the Lenders. (e) The Bridge 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 Bridge Finance Document. This paragraph (e) 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.

Majority 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 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 to the Agent (in relation to any right, power, authority or discretion vested in it as Agent) will be binding on all the Finance Parties other than the Security AgentParties. (c) The Agent may refrain from acting in accordance with the instructions of the Majority Lenders (or, if appropriate, the Lenders) or under clause 26.7(d) below until it has received such security as it may require for any cost, loss or liability (together with any associated VATIndirect Tax) which it may incur in complying with the instructions. (d) In the absence of of, or while awaiting, instructions from the Majority Lenders, (or, if appropriate, the Lenders) the Agent may act (or refrain from taking action) as it considers to be in the best interest of the LendersFinance Parties. (e) The Agent is not authorised to act on behalf of a Lender (without first obtaining that Lender’s 's prior written consent) in any legal or arbitration proceedings relating to any Finance Document. This paragraph (eclause 26.7(e) shall not apply to any legal or arbitration proceeding relating to the SIN-#2682702-v10 76 perfection, preservation or protection of rights under the Transaction Security Documents or enforcement of the Transaction Security or Transaction Security Documents.

Majority Lenders’ instructions. (a) Unless a contrary indication appears in a Finance Document, the Agent shall (ia) 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 Agent) and (iib) not be liable for any act (or omission) if it acts (or refrains from taking any action) in accordance with such 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 Finance Parties (other than the Security Agent). (c) The Agent 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 VAT) which it may incur in complying with the instructions. (d) In the absence of instructions from the Majority Lenders, Lenders (or, if appropriate, the Super Majority Lenders or the 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 LenderLexxxx’s consent) in any legal or arbitration proceedings relating to any Finance Document. This paragraph (e) shall not apply to any legal or arbitration proceeding proceedings relating to the perfection, preservation or protection of rights under the Transaction Security Documents or enforcement of under the Transaction Security or Transaction Security Documents.

Majority Lenders’ instructions. (a) Unless a contrary indication appears in a Finance Document, the Facility Agent shall (ia) exercise any right, power, authority or discretion vested in it as Agent act in accordance with any instructions given to it by the Majority Lenders (or, if so instructed by the Majority Lenders, refrain from acting or exercising any right, power, authority or discretion vested in it as Facility Agent) and (iib) not be liable for any act (or omission) if it acts (or refrains from taking any action) in accordance with such 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 Finance Parties other than the Security AgentTrustee. (c) The Facility Agent 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 VAT) which it may incur in complying with the instructions. (d) In the absence of instructions from the Majority Lenders, (or, if appropriate, the Lenders) the Facility Agent may act (or refrain from taking action) as it considers to be in the best interest of the Lenders. (e) 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 (e) 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.

Majority Lenders’ instructions. (a) Unless a contrary indication appears in a Finance Document, the Facility Agent shall (i) exercise any right, power, authority or discretion vested in it as Facility 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 Facility Agent) and (ii) not be liable for any act (or omission) if it acts (or refrains from taking any action) in accordance with such an instruction of the Majority Lenders.. *** Certain confidential information contained in this document, marked by brackets, has been omitted and filed with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended. 73 (b) Unless a contrary indication appears in a Finance Document, any such instructions so given by the Majority Lenders will be binding on all of the Finance Parties other than the Security AgentParties. (c) The Facility Agent may refrain from acting in accordance with the instructions of the Majority Lenders (or, if appropriate, the applicable Lenders) or under paragraph (d) below until it has received such security as it may require for any cost, loss or liability (together with any associated VATIndirect Tax) which it may incur in complying with the instructions. (d) In the absence of instructions from the Majority Lenders, (or, if appropriate, the applicable Lenders) the Facility Agent may act (or refrain from taking action) as it considers to be in the best interest of the Lenders. (e) The Facility Agent is not authorised to act on behalf of a Lender Finance Party (without first obtaining that Lender’s Finance Party's consent) in any legal or arbitration proceedings relating to any Finance Document. This , provided that (i) nothing herein shall prejudice the ability of the Facility Agent to bring, defend or conduct any proceedings in its capacity as Facility Agent (in the name of the Facility Agent) and (ii) this paragraph (e‎(e) shall not apply to any legal or arbitration proceeding arbitral proceedings relating to the perfection, preservation or protection of rights under any Security Document or the Transaction Security Documents or enforcement of the Transaction any Security or Transaction Security DocumentsDocument.

Majority Lenders’ instructions. (a) Unless a contrary indication appears in a Senior Finance Document, the Facility Agent shall (ia) exercise any right, power, authority or discretion vested in it as Facility Agent in accordance with any instructions given to it by the Majority Lenders (or, if so instructed by the Majority Lenders, refrain from acting or exercising any right, power, authority or discretion vested in it as Facility Agent) and (iib) not be liable for any act (or omission) if it acts (or refrains from taking any action) in accordance with such an instruction of the Majority Lenders. (b) Unless a contrary indication appears in a Senior Finance Document, any instructions given by the Majority Lenders will be binding on all the Finance Parties other than the Security AgentParties. (c) The Facility Agent 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 VAT) which it may incur in complying with the instructions. (d) In the absence of instructions from the Majority Lenders, (or, if appropriate, the Lenders) the Facility Agent may act (or refrain from taking action) as it considers to be in the best interest of the Lenders. (e) 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 Senior Finance Document. This paragraph (e) 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.

Majority Lenders’ instructions. (a) Unless a contrary indication appears in a Finance Document, each of the BPIFAE Agent shall and the Security 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 Agent) and it); 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 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 appears in a Finance Document, any instructions given to the BPIFAE 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 Parties, save for the Security Agent. (c) The Each of the BPIFAE Agent and the Security Agent may refrain from acting in accordance with the instructions of the Majority Lenders (or, if appropriate, the Lenders) until it has received such indemnification and/or security as it may in its sole discretion require for any cost, loss or liability (together with any associated VAT), and which may be greater in extent than that contained in the Finance Documents and which may include payment in advance) which it may incur in complying with the those instructions. (d) In the absence of instructions from the Majority Lenders, (or, if appropriate, the Lenders) each of the BPIFAE Agent and the Security Agent may act (or refrain from taking action) as it considers to be in the best interest of the Lenders. (e) The Each of the BPIFAE Agent and the Security Agent shall be entitled to request instructions, or clarification of any instruction, from the Majority Lenders (or, if 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 BPIFAE Agent and the Security Agent may refrain from acting unless and until it receives any such instructions or clarification that it has requested. (f) Neither the BPIFAE Agent nor the Security Agent is not authorised to act on behalf of a Lender (without first obtaining that Lender’s consent) in any legal or arbitration proceedings relating to any Finance Document. This paragraph (ef) 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 security interests or Transaction the Security Documents. (g) The Security Agent may assume (unless it has received notice to the contrary in its capacity as Security Agent) that all instructions given to it by the BPIFAE Agent, if required to be approved by the Majority Lenders, have been so approved.

Majority 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 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 Finance Parties other than the Security Agent. (c) Any Lender may by notice to the Agent divide its Utilisations, Ancillary Outstandings, Commitments or Ancillary Commitments into separate amounts to reflect sub-participation or similar transactions and may require the Agent to count such separate amounts individually in calculating the composition of the Majority Lenders. (d) The Agent 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 VAT) which it may incur in complying with the instructions. (de) In the absence of instructions from the Majority Lenders, (or, if appropriate, the Lenders) ), the Agent may act (or refrain from taking action) as it considers to be in the best interest of the Lenders. (ef) 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. This paragraph (ef) 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.

Majority Lenders’ instructions. (a) Unless Subject to paragraph (f) or unless a contrary indication appears in a Finance Document, the Facility Agent shall (i) act and exercise any right, power, authority or discretion vested in it as Facility Agent in accordance with any instructions given to it by the Majority Lenders (or the Super Majority Lenders, as the case may be) (or, if so instructed by the Majority Lenders (or the Super Majority Lenders, as the case may be), refrain from acting or exercising any right, power, authority or discretion vested in it as Facility 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 such instructions of the Majority Lenders (or the Super Majority Lenders, as the case may be). (b) Unless Subject to paragraph (f) or unless a contrary indication appears in a Finance Document, any instructions given by the Majority Lenders (or the Super Majority Lenders, as the case may be) will be binding on all the Finance Parties other than the Security AgentParties. (c) The Facility Agent may refrain from acting in accordance with the instructions of the Majority Lenders (or the Super Majority Lenders, as the case may be) (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 VAT) which it may incur in complying with the instructions. (d) In the absence of instructions from the Majority Lenders (or the Super Majority Lenders, as the case may be), (or, if appropriate, the Lenders) the Facility Agent may act (or refrain from taking action) as it considers to be in the best interest of the Lenders. (e) 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 (e) 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. (f) In the event: (i) the Facility Agent sends a written notice to the relevant Lenders requesting consent from the Majority Lenders (or the Super Majority Lenders, as the case may be) in respect of any amendment or waiver that may be made with the consent of the Majority Lenders (or the Super Majority Lenders, as the case may be) under the terms of this Agreement; (ii) the notice sent by the Facility Agent requests instructions are provided to it by the relevant Lenders within a period of at least 10 Business Days from the date of the notice (the “Notice Period”); and (iii) the Facility Agent has not received instructions from all the relevant Lenders at the end of the Notice Period and the instructions it has received from those Lenders who have responded (the “Applicable Lenders”) do not constitute instructions from the Majority Lenders (or the Super Majority Lenders, as the case may be) in either the affirmative or the negative, then at the close of business on the last day of the Notice Period the Agent shall determine: (A) if there are no Loans then outstanding, the proportion of Commitments of the Applicable Lenders who have given consent to the Total Commitments of all Applicable Lenders; and (B) at any other time, the proportion of the participations in the Loans then outstanding of the Applicable Lenders who have given the consent to the amount of all the participations in the Loans then outstanding of those Applicable Lenders. If such calculations show that consent has been received from 66 2/3 per cent. (in the case of the Majority Lenders) or 90 per cent. (in the case of the Super Majority Lenders) by Commitment, then the Facility Agent shall be deemed to have received consent from the Majority Lenders (or the Super Majority Lenders as the case may be) for all purposes under this Agreement.

Majority 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 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 LendersLenders or such Lenders indicated by any such contrary indication. (b) Unless a contrary indication appears in a Finance Document, any instructions given by the Majority Lenders will be binding on all the Finance Parties other than the Security Agent. (c) The Agent may refrain from acting in accordance with the instructions of the Majority Lenders (or, if appropriate, the Lenders or applicable group of Lenders) until it has received such security or indemnification as it may reasonably require for any cost, loss or liability (together with any associated VAT) which it may incur in complying with the instructions. (d) In the absence of instructions from the Majority Lenders, (or, if appropriate, the Lenders or applicable group of 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 Xxxxxx's consent) in any legal or arbitration proceedings relating to any Finance Document. This paragraph (e) 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. (f) Notwithstanding any provision of any Finance Document to the contrary, the Agent is not obliged to expend or risk its own funds or otherwise incur any financial liability in the performance of its duties, obligations or responsibilities or the exercise of any right, power, authority or discretion if it has grounds for believing the repayment of such funds or adequate indemnity against, or security for, such risk or liability is not reasonably assured to it. (g) The Agent shall be entitled to request instructions, or clarification of any instruction, from the Majority Lenders (or, if 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 Agent may refrain from acting unless and until it receives those instructions or that clarification. 133 Project Meria: Senior Facilties Agreement

Majority Lenders’ instructions. (a) Unless a contrary indication appears in a Finance Document, the Agent and Security Agent shall (i) exercise any right, power, authority or discretion vested in it as Agent act in accordance with any instructions given to it by the Majority Lenders (or, if so instructed by the Majority Lenders, refrain from acting or exercising any right, power, authority or discretion vested in it as Agent or 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 such 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 Finance Parties other than Lenders and the Security AgentArranger. (c) The Agent and the Security Agent may refrain from acting in accordance with the instructions of the Majority Lenders (or, if appropriate, the LendersLenders or, if appropriate, the Majority Creditors) (including any instruction to begin any legal actions or proceedings arising out of or in connection with the Finance Documents) until it has received such security as it may require for any cost, loss or liability (together with any associated VAT) which it may incur in complying with the instructions. (d) In the absence of instructions from the Majority Lenders, (or, if appropriate, the LendersLenders or, if appropriate, the Majority Creditors) 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. This paragraph (e) 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.

Majority Lenders’ instructions. (a) Unless a contrary indication appears in a Finance Document, the Agent shall (ia) 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 Agent) and (iib) not be liable for any act (or omission) if it acts (or refrains from taking any action) in accordance with such 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 Finance Parties (other than the Security Agent). (c) The Agent 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 VAT) which it may incur in complying with the instructions. (d) In the absence of instructions from the Majority Lenders, Lenders (or, if appropriate, the Super Majority Lenders or the 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 LenderXxxxxx’s consent) in any legal or arbitration proceedings relating to any Finance Document. This paragraph (e) shall not apply to any legal or arbitration proceeding proceedings relating to the perfection, preservation or protection of rights under the Transaction Security Documents or enforcement of under the Transaction Security or Transaction Security Documents.

Majority Lenders’ instructions. (a) Unless a contrary indication appears An Agent is fully protected and shall not be liable if it acts or omits to act on the instructions, directions or decisions of the Majority Lenders or the Lenders in a Finance Document, the Agent shall (i) exercise of any right, power, authority power or discretion vested or any matter not expressly provided for 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 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 Documents. Any such instructions given by the Majority Lenders will be binding on all the Lenders. The aforementioned shall not apply in respect of any provision which protects an Agent’s own position in its personal capacity as opposed to its role of Agent for the Finance Parties other than Parties. In the Security Agentabsence of instructions, each Agent may act as it considers in its discretion to be appropriate. An Agent may carry out what in its discretion it considers to be administrative acts, or acts which are incidental to any instruction, but no such instruction can override any administrative or incidental act performed prior to its receipt. An Agent shall be entitled to request instructions, or clarification of any direction, from the Majority Lenders as to whether, and in what manner, it should exercise or refrain from exercising any rights, powers, authorities and discretions and an Agent may refrain from acting unless and until those instructions or clarification are received by it. (b) Each Agent may assume that unless it has received notice to the contrary, any right, power, authority or discretion vested in any Party or the Majority Lenders has not been exercised. (c) The Each Agent may refrain from acting in accordance with the instructions of the Majority Lenders (or, if appropriate, the Lenders) until it has received such indemnification and/or security as 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, liability or loss or liability (together with any associated VAT) which it may incur in complying with the instructions. (d) In the absence of instructions from the Majority Lenders, (or, if appropriate, the Lenders) the Agent may act (or refrain from taking action) as it considers to be in the best interest of the Lenders. (e) The No 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 in connection with any Finance Document. This paragraph (e) shall not apply to any , unless the legal or arbitration proceeding relating to proceedings relate to: (i) the perfection, preservation or protection of rights under the Transaction Security Documents; or (ii) the enforcement of any Security Document. (e) An Agent may (but shall not be obliged to), in the absence of instructions to the contrary, take such action in the exercise of any of its powers and duties under the Finance Documents or enforcement of the Transaction Security or Transaction Security Documentsrefrain from acting as it considers in its discretion to be appropriate.

Majority Lenders’ instructions. (a) Unless a contrary indication appears in a Finance Document, the Facility Agent shall (i) exercise any right, power, authority or discretion vested in it as Facility 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 Facility Agent) and (ii) not be liable for any act (or omission) if it acts (or refrains from taking any action) in accordance with such an instruction of the Majority Lenders. (b) Unless a contrary indication appears in a Finance Document, any such instructions so given by the Majority Lenders will be binding on all of the Finance Parties other than the Security AgentParties. (c) The Facility Agent may refrain from acting in accordance with the instructions of the Majority Lenders (or, if appropriate, the applicable Lenders) until it has received such indemnification and/or security as it may 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 VATIndirect Tax) which it may incur in complying with the such instructions. (d) In the absence of instructions from the Majority Lenders, (or, if appropriate, the applicable Lenders) the Facility Agent may act (or refrain from taking action) as it considers to be in the best interest of the Lenders. (e) The Facility Agent is not authorised to act on behalf of and in the name of a Lender Finance Party (without first obtaining that LenderFinance Party’s prior written consent) in any legal or arbitration proceedings relating to any Finance Document. This , provided that (i) nothing herein shall prejudice the ability of the Facility Agent to bring, defend or conduct any proceedings in its capacity as Facility Agent (in the name of the Facility Agent) and (ii) this paragraph (e) shall not apply to any legal or arbitration proceeding arbitral proceedings relating to the perfection, preservation or protection of rights under any Security Document or the Transaction Security Documents or enforcement of the Transaction any Security or Transaction Security DocumentsDocument.

Majority Lenders’ instructions. (a) Unless Subject to paragraph (f) or unless a contrary indication appears in a Finance Document, the Facility Agent and the Security Agent shall each (i) exercise any right, power, authority or discretion vested in it as Agent act in accordance with any instructions given to it by the Majority Lenders (or, if so instructed by the Majority Lenders, refrain from acting or exercising any right, power, authority or discretion vested in it as Facility Agent or 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 such instructions of the Majority Lenders. (b) Unless Subject to paragraph (f) or unless a contrary indication appears in a Finance Document, any instructions given by the Majority Lenders will be binding on all the Finance Parties other than the Security AgentParties. (c) The Facility Agent and the Security Agent may each refrain from acting in accordance with the instructions of the Majority Lenders (or, if appropriate, the Lenders) (including bringing any legal action or proceedings arising out of or in connection with the Finance Documents) until it has received such security security, indemnity and/or prefunding as it may require for any cost, loss or liability (together with any associated VAT) which it may incur in complying with the instructions. (d) In the absence of instructions from the Majority Lenders, (or, if appropriate, the Lenders) the Facility Agent and the Security Agent may each act (or refrain from taking action) as it considers to be in the best interest of the LendersLenders to the extent it deems appropriate, taking into account its rights and obligations under this Agreement. (e) The Neither the Facility Agent nor the Security 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. This paragraph (e) 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. (f) The Facility Agent and the Security Agent shall be entitled to request instructions, or clarification of any direction, from the Majority Lenders as to whether, and in what manner, they should exercise or refrain from exercising any rights, powers, authorities and discretions and the Facility Agent and/or the Security Agent may LEGAL_EU # 10964296.8 refrain from acting unless and until those instructions or clarification are received by it. (g) In the event that: (i) the Facility Agent sends a written notice to the relevant Lenders requesting consent from the Majority Lenders in respect of any amendment or waiver that may be made with the consent of the Majority Lenders under the terms of this Agreement; (ii) the notice sent by the Facility Agent requests instructions are provided to it by the relevant Lenders within a period of at least 10 Business Days from the date of the notice (the "Notice Period"); and (iii) the Facility Agent has not received instructions from all the relevant Lenders at the end of the Notice Period and the instructions it has received from those Lenders who have responded (the "Applicable Lenders") do not constitute instructions from the Majority Lenders in either the affirmative or the negative, then at the close of business on the last day of the Notice Period the Facility Agent shall determine: (A) if no Loan is then outstanding, the proportion of Commitments of the Applicable Lenders who have given consent to the Total Commitments of all Applicable Lenders; and (B) at any other time, the proportion of the participations in the Loans then outstanding of the Applicable Lenders who have given the consent to the amount of all the participations in the Loans then outstanding of those Applicable Lenders. If such calculations show that consent has been received from more than 50 per cent. of the Applicable Lenders by Commitment, then the Facility Agent shall be deemed to have received consent from the Majority Lenders for all purposes under this Agreement.

Majority Lenders’ instructions. (a) Unless a contrary indication appears in a Finance Document, the Agent and Security Trustee shall (i) exercise any right, power, authority or discretion vested in it as Agent and Security Trustee 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 AgentAgent and Security Trustee) 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) The Agent and Security Trustee may assume that all instructions received by it from the Majority Lenders are consistent with this Agreement and the other Finance Documents. (c) Unless a contrary indication appears in a Finance Document, any instructions given by the Majority Lenders will be binding on all the Finance Parties other than the Security AgentParties. (cd) The Agent and Security Trustee may refrain from acting in accordance with the instructions of the Majority Lenders (or, if appropriate, the Lenders) or under paragraph (d) below until it has received such security as it may require for any cost, loss or liability (together with any associated VATIndirect Tax) which it may incur in complying with the instructions. (de) In the absence of instructions from the Majority Lenders, (or, if appropriate, the Lenders) the Agent and Security Trustee may act (or refrain from taking action) as it considers to be in the best interest of the Lenders. (ef) The Agent and Security Trustee 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. This paragraph (e) 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.

Majority Lenders’ instructions. (a) Unless a contrary indication appears in a Finance DocumentDocument and subject to paragraph (f) below, the Agent shall (i) exercise any right, power, authority or discretion vested in it as Agent or Security Trustee (as the case may be) 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 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 Finance Parties other than the Security AgentParties. (c) The Agent 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 VATgoods and services tax) which it may incur in complying with the instructions. (d) In the absence of instructions from the Majority Lenders, Lenders (or, if appropriate, the Lenders) ), the Agent may engage in any act (or refrain from taking such 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. This paragraph . (ef) shall not apply to If the Borrower or any legal other Obligor requests that the Agent or arbitration proceeding relating the Majority Lenders grant a consent or approval as provided in any Finance Document, that the Agent or the Majority Lenders waive compliance with any provision of the same, or that the Agent or the Majority Lenders make any determination in any Finance Document, and in the request therefore to the perfectionLenders, preservation the Agent specifies that such consent, approval, waiver or protection of rights under determination is to be deemed to be approved or made by each Lender who fails to respond negatively in writing within ten Business Days (or such longer period as the Transaction Security Documents or enforcement of Agent may specify, acting reasonably) (and the Transaction Security or Transaction Security DocumentsAgent hereby agrees that it will so specify in any such request), then for all purposes hereof, each Lender who does not respond in the negative within such period thus specified shall be deemed to have approved such request.

Majority Lenders’ instructions. (a) Unless a contrary indication appears The Senior Agent is fully protected if it acts, or refrains from acting, on the instructions of the Majority Lenders, and is entitled to seek instructions from the Majority Lenders at any time, in a Finance Document, the Agent shall (i) exercise of any right, power, authority power or discretion vested in it as or any matter not expressly provided for in the Finance Documents and the Senior 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 Agent) and (ii) shall not be liable to any person for any act delay (or omissionrelated consequences) if it acts (or refrains from taking for seeking any action) in accordance with an instruction of the Majority Lenders. (b) Unless a contrary indication appears in a Finance Document, any such instructions. Any such instructions given by the Majority Lenders will be binding on all the Finance Parties other than Lenders. In the Security Agentabsence of instructions from the Majority Lenders, the Senior Agent may act or refrain from acting as it considers to be in the best interests of all of the Lenders and shall not be liable to any person for any loss occasioned thereby. (b) For the avoidance of doubt, the Senior Agent shall not be responsible for determining whether the Majority Lenders have acted reasonably in relation to any instructions, shall be entitled to assume that the Majority Lenders have acted reasonably in giving any instructions and shall have no liability (save in the case of fraud, gross negligence or wilful misconduct) to any person for acting on such instructions. The Borrower shall be entitled, as between it and the Lenders, to dispute whether the Majority Lenders have acted reasonably in relation to such instructions. (c) The Senior Agent may assume that unless it has received notice to the contrary, any right, power, authority or discretion vested in any Party or the Majority Lenders has not been exercised. (d) The Senior Agent is not authorised to act on behalf of a Lender (without first obtaining that Lender's consent) in any legal or arbitration proceedings in connection with any Finance Document. (e) The Senior Agent 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 satisfactory to the Senior Agent for any cost, loss or liability (together with any associated VAT) to it, which it may incur in complying with the instructions. (d) In the absence instructions of instructions from the Majority Lenders, Lenders (or, if appropriate, the 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. This paragraph (e) 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.

Majority Lenders’ instructions. (a) Unless a contrary indication appears in a Finance Document, the Facility Agent or, as the case may be, the Calculation Agent shall (i) exercise any right, power, authority or discretion vested in it as Facility Agent or, as the case may be, the Calculation 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 Facility Agent or, as the case may be, the Calculation 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 so given by the Majority Lenders will be binding on all of the Finance Parties other than the Security AgentParties. (c) The Facility Agent or, as the case may be, the Calculation Agent may refrain from acting in accordance with the instructions of the Majority Lenders (or, if appropriate, the Lenders or the applicable Lenders) until it has received such indemnity and/or security as it may require for any cost, loss or liability (together with any associated VATIndirect Tax) which it may incur in complying with the such instructions. (d) In the absence of instructions from the Majority Lenders, (or, if appropriate, the Lenders or the applicable Lenders) the Facility Agent or, as the case may be, the Calculation Agent may (but shall not be obligated to) act (or refrain from taking action) as it considers to be in the best interest of the Lenders. (e) The Facility Agent or, as the case may be, the Calculation Agent is not authorised to act on behalf of and/or in the name of a Lender Finance Party (without first obtaining that LenderFinance Party’s prior written consent) in any legal or arbitration proceedings relating to any Finance Document. This paragraph , provided that nothing herein shall prejudice the ability of the Facility Agent or, as the case may be, the Calculation Agent to bring, defend or conduct any proceedings in its capacity as Facility Agent or, as the case may be, the Calculation Agent (ein the name of the Facility Agent or, as the case may be, the Calculation Agent). (f) Notwithstanding any other provision of this Agreement, where a Lender gives instructions to the Facility Agent, the Calculation Agent or the Security Agent, it shall not apply be obliged to exercise its rights (as attributable to different parts of its Commitments in respect of any legal or arbitration proceeding relating Tranche and/or its share of the Loans) in the same manner, and may (if it so elects) exercise such rights with respect to such parts in different manners, in which case such Lender shall be treated as more than one Lender each holding such part of such rights as may be specified by such Lender to the perfectionFacility Agent, preservation or protection of rights under the Transaction Calculation Agent or, as the case may be, the Security Documents or enforcement Agent at the time of the Transaction Security or Transaction Security Documentsgiving of such instructions.

Majority Lenders’ instructions. (a) Unless a contrary indication appears in a Finance Documentthis Agreement, 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 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 LendersLenders or those Lenders indicated by any such contrary indication. (b) Unless The Agent shall be entitled to request instructions, or clarification of any instruction, from the Majority Lenders (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 Agent may refrain from acting unless and until it receives any such instructions or clarification 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 and unless a contrary indication appears in a Finance Documentthis Agreement, any instructions given by the Majority Lenders shall override any conflicting instructions given by any other party and will be binding on all the Finance Parties other than the Security AgentLenders. (cd) The Agent may refrain from acting in accordance with the instructions of the Majority Lenders (or, if appropriate, the Lenders) until it has received any indemnification and/or such security and/or pre-funding as it may in its discretion require (which may be greater in extent than that contained in this Agreement 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 the instructions. (de) In the absence of instructions from the Majority Lenders, (or, if appropriate, the Lenders) the Agent may act (or refrain from taking action) as it considers to be in the best interest of the Lenders. (ef) The 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. This paragraph (e) 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 Documentsthis Agreement.

Majority Lenders’ instructions. (a) Unless a contrary indication appears in a Senior Finance Document, the Facility Agent shall (ia) exercise any right, power, authority or discretion vested in it as Facility Agent in accordance with any instructions given to it by the Majority Lenders (or, if so instructed by the Majority Lenders, refrain from acting or exercising any right, power, authority or discretion vested in it as Facility Agent) and (iib) not be liable for any act (or omission) if it acts (or refrains from taking any action) in accordance with such an instruction of the Majority Lenders. (b) Unless a contrary indication appears in a Senior Finance Document, any instructions given by the Majority Lenders will be binding on all the Finance Parties other than the Security AgentParties. (c) The Facility Agent 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 VAT) which it may incur in complying with the instructions. (d) In the absence of instructions from the Majority Lenders, (or, if appropriate, the Lenders) the Facility Agent may act (or refrain from taking action) as it considers to be in the best interest of the Lenders. (e) The Facility 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 Senior Finance Document. This paragraph (e) 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.

Majority Lenders’ instructions. (a) Unless a contrary indication appears in a Finance Document, each of the BPIFAE Agent shall and the Security 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 Agent) and it); 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 Finance Parties other than the Security AgentParties. (c) The Each of the BPIFAE Agent and the Security Agent 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 VAT) 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 BPIFAE Agent and the Security Agent may act (or refrain from taking action) as it considers to be in the best interest of the Lenders. (e) The Neither the BPIFAE Agent nor the Security Agent is not authorised to act on behalf of a Lender (without first obtaining that Lender’s consent) in any legal or arbitration proceedings relating to any Finance Document. This paragraph . (ef) shall not apply to any legal or arbitration proceeding relating The Security Agent may assume (unless it has received notice to the perfectioncontrary in its capacity as Security Agent) that all instructions given to it by the BPIFAE Agent, preservation or protection of rights under if required to be approved by the Transaction Security Documents or enforcement of the Transaction Security or Transaction Security DocumentsMajority Lenders, have been so approved.

Majority Lenders’ instructions. (a) Unless a contrary indication appears in a Finance Document, each of the Facility Agent shall and the Security Agent shall: (i) exercise any right, power, authority or discretion vested in it as Agent act in accordance with any instructions given to it by the Majority Lenders (or, if so instructed by the Majority Lenders, refrain from acting or exercising any right, power, authority or discretion vested in it as Facility Agent or Security Agent) and , as the case may be); and (ii) not be liable for any act (or omission) if it acts (or refrains from taking any action) in accordance with such 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 Finance Parties other than Lenders and the Security AgentMandated Lead Arrangers. (c) The Each of the Facility Agent and the Security Agent may refrain from acting in accordance with the instructions of the Majority Lenders (or, if appropriate, the Lenders) until it has 108 received such security as it may require for any cost, loss or liability (together with any associated VAT) which it may incur in complying with the instructions. (d) In the absence of instructions from the Majority Lenders, (or, if appropriate, all the Lenders) each of the Facility Agent and the Security Agent may act (or refrain from taking action) any action or from exercising any right, power or discretion vested in it as it considers an agent under any Finance Document unless and until instructed by the Majority Lenders as to whether or not such right, power or discretion is to be exercised and, if it is to be exercised, as to the manner in the best interest of the Lenderswhich it should be exercised. (e) The Neither the Facility Agent nor the Security 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. This paragraph (e) 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.

Majority Lenders’ instructions. (a) Unless a contrary indication appears in a Finance Document, the Agent and Security Agent shall (ia) exercise any right, power, authority or discretion vested in it as Agent act in accordance with any instructions given to it by the Majority Lenders (or, if so instructed by the Majority Lenders, refrain from acting or exercising any right, power, authority or discretion vested in it as Agent or as Security Agent) and (iib) not be liable for any act (or omission) if it acts (or refrains from taking any action) in accordance with such 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 Finance Parties other than Lenders and the Security AgentArranger. (c) The Agent and the Security Agent may refrain from acting in accordance with the instructions of the Majority Lenders (or, if appropriate, the LendersLenders or, if appropriate, the Majority Creditors) (including any instruction to begin any legal actions or proceedings arising out of or in connection with the Finance Documents) until it has received such security as it may require for any cost, loss or liability (together with any associated VAT) which it may incur in complying with the instructions. (d) In the absence of instructions from the Majority Lenders, (or, if appropriate, the LendersLenders or, if appropriate, the Majority Creditors) 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. This paragraph . (ef) The Security Agent shall not apply be entitled to request instructions, or clarification of any legal direction, from the Majority Lenders (or, if appropriate, the Lenders or, if appropriate, the Majority Creditors) as to whether, and in what manner, it should exercise or arbitration proceeding relating refrain from exercising any rights, powers and discretions and the Security Agent may refrain from acting unless and until those instructions or clarification are received by it. (g) The Security Agent may, in the absence of any instructions to the perfectioncontrary, preservation or take such action in the exercise of any of its duties under the Finance Documents which in its absolute discretion it considers to be for the protection and benefit of rights under all of the Finance Parties. (h) The Security Agent may, and shall if so directed by the Agent at any time after receipt by the Security Agent of notice pursuant to Clause 23.17 (Acceleration), enforce the Transaction Security Documents or enforcement in accordance with the terms of the Transaction Security or Transaction Security Documents. The Security Agent may take such action as in its sole discretion it thinks fit to enforce the Transaction Security.

Majority 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 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 LendersLenders or such Lenders indicated by any such contrary indication. (b) Unless a contrary indication appears in a Finance Document, any instructions given by the Majority Lenders will be binding on all the Finance Parties other than the Security Agent. (c) The Agent may refrain from acting in accordance with the instructions of the Majority Lenders (or, if appropriate, the Lenders or applicable group of Lenders) until it has received such security or indemnification as it may reasonably require for any cost, loss or liability (together with any associated VAT) which it may incur in complying with the instructions. (d) In the absence of instructions from the Majority Lenders, (or, if appropriate, the Lenders or applicable group of 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 Lxxxxx's consent) in any legal or arbitration proceedings relating to any Finance Document. This paragraph (e) 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. (f) Notwithstanding any provision of any Finance Document to the contrary, the Agent is not obliged to expend or risk its own funds or otherwise incur any financial liability in the performance of its duties, obligations or responsibilities or the exercise of any right, power, authority or discretion if it has grounds for believing the repayment of such funds or adequate indemnity against, or security for, such risk or liability is not reasonably assured to it. (g) The Agent shall be entitled to request instructions, or clarification of any instruction, from the Majority Lenders (or, if 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 Agent may refrain from acting unless and until it receives those instructions or that clarification. 133 Project Meria: Senior Facilties Agreement

Majority 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 (including giving instructions to the Security Trustee) 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 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 to the Agent (in relation to any right, power, authority or discretion vested in it as Agent) will be binding on all the Finance Parties other than the Security AgentParties. (c) The Agent may refrain from acting in accordance with the instructions of the Majority Lenders (or, if appropriate, the Lenders) or under clause 26.10(d) below until it has received such security as it may require for any cost, loss or liability (together with any associated VATIndirect Tax) which it may incur in complying with the instructions. (d) In the absence of of, or while awaiting, instructions from the Majority Lenders, (or, if appropriate, the Lenders) the Agent may act (or refrain from taking action) as it considers to be in the best interest of the LendersFinance Parties. (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. This paragraph (eclause 26.10(e) 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.

Majority Lenders’ instructions. (a) Unless a contrary indication appears in a Finance Document, the Agent and Security Trustee shall (i) exercise any right, power, authority or discretion vested in it as Agent and Security Trustee 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 AgentAgent and Security Trustee) and (ii) not be liable for any act (or 47 <PAGE> omission) if it acts (or refrains from taking any action) in accordance with an instruction of the Majority Lenders. (b) The Agent and Security Trustee may assume that all instructions received by it from the Majority Lenders are consistent with this Agreement and the other Finance Documents. (c) Unless a contrary indication appears in a Finance Document, any instructions given by the Majority Lenders will be binding on all the Finance Parties other than the Security AgentParties. (cd) The Agent and Security Trustee may refrain from acting in accordance with the instructions of the Majority Lenders (or, if appropriate, the Lenders) or under paragraph (d) below until it has received such security as it may require for any cost, loss or liability (together with any associated VATIndirect Tax) which it may incur in complying with the instructions. (de) In the absence of instructions from the Majority Lenders, (or, if appropriate, the Lenders) the Agent and Security Trustee may act (or refrain from taking action) as it considers to be in the best interest of the Lenders. (ef) The Agent and Security Trustee 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. This paragraph (e) 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.

Majority 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 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 Finance Parties other than the Security AgentParties. (c) The Agent 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 VAT) which it may incur in complying with the instructions. (d) In the absence of instructions from the Majority Lenders, (or, if appropriate, the Lenders) the Agent may act (or refrain from taking action) as it considers to be in the best interest of the Lenders. (e) In the absence of instructions from any/all of the Lenders within fourteen (14) days following a request from the Borrower for consent pursuant to Clause 20.8(b), the Agent shall deem the relevant Lender(s) to have granted their consent to such request. (f) 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. This paragraph (e) 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.

Majority Lenders’ instructions. (a) Unless Subject to paragraph (f) or unless a contrary indication appears in a Finance Document, the Facility Agent and the Security Agent shall each (i) exercise any right, power, authority or discretion vested in it as Agent act in accordance with any instructions given to it by the Majority Lenders (or, if so instructed by the Majority Lenders, refrain from acting or exercising any right, power, authority or discretion vested in it as Facility Agent or 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 such instructions of the Majority Lenders. (b) Unless Subject to paragraph (f) or unless a contrary indication appears in a Finance Document, any instructions given by the Majority Lenders will be binding on all the Finance Parties other than the Security AgentParties. (c) The Facility Agent and the Security Agent may each refrain from acting in accordance with the instructions of the Majority Lenders (or, if appropriate, the Lenders) (including bringing any legal action or proceedings arising out of or in connection with the Finance Documents) until it has received such security security, indemnity and/or prefunding as it may require for any cost, loss or liability (together with any associated VAT) which it may incur in complying with the instructions. (d) In the absence of instructions from the Majority Lenders, (or, if appropriate, the Lenders) the Facility Agent and the Security Agent may each act (or refrain from taking action) as it considers to be in the best interest of the LendersLenders to the extent it deems appropriate, taking into account its rights and obligations under this Agreement. (e) The Neither the Facility Agent nor the Security Agent is not authorised to act on behalf of a Lender (without first obtaining that Lender’s consent) in any legal or arbitration proceedings relating to any Finance Document. This paragraph (e) 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. (f) The Facility Agent and the Security Agent shall be entitled to request instructions, or clarification of any direction, from the Majority Lenders as to whether, and in what manner, they should exercise or refrain from exercising any rights, powers, authorities and discretions and the Facility Agent and/or the Security Agent may refrain from acting unless and until those instructions or clarification are received by it. (g) In the event that: (i) the Facility Agent sends a written notice to the relevant Lenders requesting consent from the Majority Lenders in respect of any amendment or waiver that may be made with the consent of the Majority Lenders under the terms of this Agreement; (ii) the notice sent by the Facility Agent requests instructions are provided to it by the relevant Lenders within a period of at least 10 Business Days from the date of the notice (the “Notice Period”); and (iii) the Facility Agent has not received instructions from all the relevant Lenders at the end of the Notice Period and the instructions it has received from those Lenders who have responded (the “Applicable Lenders”) do not constitute instructions from the Majority Lenders in either the affirmative or the negative, then at the close of business on the last day of the Notice Period the Facility Agent shall determine: (A) if no Loan is then outstanding, the proportion of Commitments of the Applicable Lenders who have given consent to the Total Commitments of all Applicable Lenders; and (B) at any other time, the proportion of the participations in the Loans then outstanding of the Applicable Lenders who have given the consent to the amount of all the participations in the Loans then outstanding of those Applicable Lenders. If such calculations show that consent has been received from more than 50 per cent. of the Applicable Lenders by Commitment, then the Facility Agent shall be deemed to have received consent from the Majority Lenders for all purposes under this Agreement.

Majority Lenders’ instructions. (a) Unless a contrary indication appears in a Finance Document, each of the Facility Agent shall and the Security Agent shall: (i) exercise any right, power, authority or discretion vested in it as Agent act in accordance with any instructions given to it by the Majority Lenders (or, if so instructed by the Majority Lenders, refrain from acting or exercising any right, power, authority or discretion vested in it as Facility Agent or Security Agent) and , as the case may be); and (ii) not be liable for any act (or omission) if it acts (or refrains from taking any action) in accordance with such 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 Finance Parties other than Lenders and the Security AgentMandated Lead Arrangers. (c) The Each of the Facility Agent and the Security Agent 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 VAT) which it may incur in complying with the instructions. (d) In the absence of instructions from the Majority Lenders, (or, if appropriate, all the Lenders) each of the Facility Agent and the Security Agent may act (or refrain from taking action) any action or from exercising any right, power or discretion vested in it as it considers an agent under any Finance 119 Document unless and until instructed by the Majority Lenders as to whether or not such right, power or discretion is to be exercised and, if it is to be exercised, as to the manner in the best interest of the Lenderswhich it should be exercised. (e) The Neither the Facility Agent nor the Security 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. This paragraph (e) 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.

Majority Lenders’ instructions. (a) Unless a contrary indication appears in a Finance Document, the 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 the Majority Lenders (or, if so instructed by the Majority Lenders, refrain from exercising any right, power, authority or discretion vested in it as 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 Lenders. (b) Unless a contrary indication appears in a Finance Document, any instructions given by the Majority Lenders will to the Agent (in relation to any right, power, authority or discretion vested in it as Agent) shall be binding on all the Finance Parties other than the Security AgentParties. (c) The Agent 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 VAT) which it may incur in complying with the instructions. (d) In the absence of of, or while awaiting, instructions from the Majority Lenders, Lenders (or, if appropriate, the Lenders) ), the Agent may act (or refrain from taking action) as it considers to be in the best interest of the LendersFinance Parties. (e) The Agent is not authorised to act on behalf of a Lender (without first obtaining that Lender’s Xxxxxx's consent) or any Hedging Provider in any legal or arbitration proceedings relating to any Finance Document. This paragraph (eclause 35.7(e) 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. (f) Neither the Agent nor any Arranger shall be obliged to request any certificate, opinion or other information under clause 20 (Information undertakings) unless so required in writing by a Lender or any Hedging Provider, in which case the Agent shall promptly make the appropriate request of the Borrowers if such request would be in accordance with the terms of this Agreement.

Majority Lenders’ instructions. (a) Unless a contrary indication appears in a Finance Document, the Agent shall : (i) the Facility Agent shall: (A) exercise any right, power, authority or discretion vested in it as Agent Facility Agent, or otherwise act, 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 Facility Agent) and ); and (iiB) 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; (ii) the Security Agent shall: (A) 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 (or, if so instructed by the Facility Agent, refrain from exercising any right, power, authority or discretion vested in it as Security Agent); and (B) not be liable for any act (or omission) if it acts (or refrains from taking any action) in accordance with such an instruction of the Facility Agent. (b) Unless a contrary indication appears in a Finance Document, any instructions given by the Majority Lenders (in the case of the Facility Agent) or the Facility Agent (in the case of the Security Agent) will be binding on all the Finance Parties other than the Security AgentParties. (c) The Each Agent may refrain from acting in accordance with the instructions of the Majority Lenders (or, if appropriate, in the Lenderscase of the Facility Agent) or the Facility Agent (in the case of the Security Agent) or under sub-clause (d) below until it has received such security as it may require for any cost, loss or liability (together with any associated VATTax) which it may incur in complying with the instructions. (d) In the absence of instructions from the Majority Lenders, or if appropriate the Lenders (orin the case of the Facility Agent) or the Facility Agent (in the case of the Security Agent), if appropriate, the Lenders) the each Agent may act (or refrain from taking action) as it considers to be in the best interest of the Lenders. (e) The No 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 . (ef) shall If a Lender does not apply respond (whether positively or negatively) to any legal request made by the Facility Agent for any instruction or arbitration proceeding relating to the perfection, preservation any approval or protection of rights any consent under the Transaction Security Documents or enforcement in connection with any Finance Document within ten Business Days of the Transaction Security Facility Agent’s request for instruction, approval or Transaction Security Documentsconsent then that Lender’s participation in all Loans or Commitments shall be excluded from the aggregate for the purpose of determining whether the necessary percentage has been achieved for the definition of Majority Lenders.

Majority Lenders’ instructions. (a) Unless a contrary indication appears in a Finance DocumentDocument and subject to paragraph (f) below, the Agent Technical Bank shall (i) exercise any right, power, authority or discretion vested in it as Agent Technical Bank 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 AgentTechnical Bank) 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 Finance Parties other than the Security AgentParties. (c) The Agent Technical Bank 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 VATgoods and services tax) which it may incur in complying with the instructions. (d) In the absence of instructions from the Majority Lenders, Lenders (or, if appropriate, the Lenders) ), the Agent Technical Bank may act (or refrain from taking action) as it considers to be in the best interest of the Lenders. (e) The Agent Technical Bank 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 . (ef) shall not apply to If the Borrower or any legal other Obligor requests that the Technical Bank or arbitration proceeding relating the Majority Lenders grant a consent or approval as provided in any Finance Document, or that the Technical Bank or the Majority Lenders waive compliance with any provision of the same, or that the Technical Bank or the Majority Lenders make any determination in any Finance Document, and in the request therefore to the perfectionLenders, preservation the Technical Bank specifies that such consent, approval, waiver or protection of rights under determination is to be deemed to be approved by each Lender who fails to respond negatively in writing within ten Business Days (or such longer period as the Transaction Security Documents or enforcement of Technical Bank may specify, acting reasonably) (and the Transaction Security or Transaction Security DocumentsTechnical bank hereby agrees that it will so specify in any such request), then for all purposes hereof, each Lender who does not respond in the negative within such period thus specified shall be deemed to have approved such request.

Majority Lenders’ instructions. (a) Unless a contrary indication appears in a Finance Document, the 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 the Majority Lenders (or, if so instructed by the Majority Lenders, refrain from exercising any right, power, authority or discretion vested in it as 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 Lenders. (b) Unless a contrary indication appears in a Finance Document, any instructions given by the Majority Lenders will to the Agent (in relation to any right, power, authority or discretion vested in it as Agent) shall be binding on all the Finance Parties other than the Security AgentParties. (c) The Agent 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 VAT) which it may incur in complying with the instructions. (d) In the absence of of, or while awaiting, instructions from the Majority Lenders, Lenders (or, if appropriate, the Lenders) ), the Agent may act (or refrain from taking action) as it considers to be in the best interest of the LendersFinance Parties. (e) The 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. This paragraph (eclause 34.7(e) 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. (f) Neither the Agent nor any Arranger shall be obliged to request any certificate, opinion or other information under clause 19 (Information undertakings) unless so required in writing by a Lender, in which case the Agent shall promptly make the appropriate request of the Borrowers if such request would be in accordance with the terms of this Agreement.

Majority Lenders’ instructions. (a) 27.6.1 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 Agent) and (ii) not be liable for any act (or omission) if it acts (or refrains from taking any actionacting) in accordance with an instruction of the Majority Lenders. 27.6.2 The Agent shall be entitled to request instructions, or clarification of any instruction, from the Majority Lenders (bor, if 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) Unless as to whether, and in what manner, it should exercise or refrain from exercising any right, power, authority or discretion. The Agent may refrain from acting unless and until it receives any such instructions or clarification that it has requested. 27.6.3 Save in the case of decisions stipulated to be a matter for any other Lender or the Majority Lender 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 the Finance Parties other than the Security Agent. (c) 27.6.4 The Agent may refrain from acting in accordance with the any instructions of the Majority Lenders (or, if appropriate, the Lenders) until it has received such any indemnification and/or security as 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 the those instructions. (d) 27.6.5 In the absence of instructions from the Majority Lenders, (or, if appropriate, the Lenders) the Agent may act (or refrain from taking actionacting) as it considers to be in the best interest of the Lenders. (e) 27.6.6 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 (e) Clause 27.6.6 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 the Security Documents.

Majority Lenders’ instructions. (a) Unless a contrary indication appears in a Finance DocumentDocument (including, but not limited to, clause 46.2 (Exceptions)), the Facility Agent shall shall: (i) exercise any right, power, authority or discretion vested in it as Facility Agent (including giving instructions to the Security 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 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 Lenders. (b) Unless a contrary indication appears in a Finance DocumentDocument (including, but not limited to, clause 46.2 (Exceptions)), any instructions given by the Majority Lenders will to the Facility Agent (in relation to any right, power, authority or discretion vested in it as Facility Agent) shall be binding on all the Finance Parties (other than the Security Agent). (c) The Facility Agent 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 VATIndirect Tax) which it may incur in complying with the instructions. (d) In the absence of of, or while awaiting, instructions from the Majority Lenders, Lenders (or, if appropriate, the Lenders) ), the Facility Agent may act (or refrain from taking action) as it considers to be in the best interest of the LendersFinance Parties. (e) The Facility Agent is not authorised to act on behalf of a Lender or any Hedging Bank (without first obtaining that Lender’s or that Hedging Bank’s consent) in any legal or arbitration proceedings relating to any Finance Document. This paragraph (eclause 37.7(e) 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. (f) The Facility Agent shall not be obliged to request any certificate, opinion or other information under clause 20 (Information undertakings) unless so required in writing by a Lender or any Hedging Bank, in which case the Facility Agent shall promptly make the appropriate request of the Borrower if such request would be in accordance with the terms of this Agreement.

Majority Lenders’ instructions. (a) Unless a contrary indication appears in a Finance Document, the Facility Agent shall (i) exercise any right, power, authority or discretion vested in it as Facility 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 Facility Agent) , (ii) be entitled to assume that the Majority Lenders have appropriately made such instructions in accordance with the provisions of the Finance Documents and unless a clear notice of cancellation is received, the instructions have not been cancelled when they are received by the Facility Agent and (iiiii) 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 Finance Parties other than the Security AgentParties. (c) As to whether (and in which form) to exercise or not exercise any instructions given to it as the Facility Agent by the Majority Lenders for any rights, powers, authority or discretion, the Facility Agent may require the Majority Lenders to give further clarification or explanation. The Facility Agent may refrain from acting in accordance with the instructions of the Majority Lenders or under paragraph (or, if appropriate, e) below until it has received such clarification or explanation. (d) The Facility Agent may refrain from acting in accordance with the Lendersinstructions of the Majority Lenders or under paragraph (e) below until it has received such security as it may require for any cost, loss or liability (together with any associated VATindirect tax) which it may incur in complying with the instructions. (de) In the absence of instructions from the Majority Lenders, (or, if appropriate, the Lenders) the Facility Agent may act (or refrain from taking action) acting as it considers to be in the best interest of the Lendersproper manner. (ef) The None of the Facility Agent is not authorised (without first obtaining a Lender’s consent) to act on behalf of a that Lender (without first obtaining that Lender’s consent) in any legal or arbitration proceedings relating to any Finance Document. This paragraph (e) 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.

Majority Lenders’ instructions. (a) 26.8.1 Unless a contrary indication appears in a Finance Document, the Administrative Agent or, as the case may be, the Security Trustee, shall (ia) exercise any right, power, authority or discretion vested in it as Agent act in accordance with any instructions given to it by the Majority Lenders (or, if so instructed by the Majority Lenders, refrain from acting or exercising any right, power, authority or discretion vested in it as AgentAdministrative Agent or, as the case may be, the Security Trustee) and (iib) not be liable for any act (or omission) if it acts (or refrains from taking any action) in accordance with such an instruction of the Majority Lenders. (b) 26.8.2 Unless a contrary indication appears in a Finance Document, any instructions given by the Majority Lenders will be binding on all the Finance Parties other than the Security AgentTrustee. (c) 26.8.3 The Administrative Agent or, as the case may be, the Security Trustee 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 VAT) which it may incur in complying with the instructions. (d) 26.8.4 In the absence of instructions from the Majority Lenders, (or, if appropriate, the Lenders) the Administrative Agent or, as the case may be, the Security Trustee may act (or refrain from taking action) as it considers to be in the best interest of the Lenders. (e) The 26.8.5 Neither the Administrative Agent nor the Security Trustee 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 (e) Clause 26.7.5 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.

Majority Lenders’ instructions. (a) Unless a contrary indication appears in a Finance Document, the 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 the Majority Lenders (or, if so instructed by the Majority Lenders, refrain from exercising any right, power, authority or discretion vested in it as 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 Lenders. (b) Unless a contrary indication appears in a Finance Document, any instructions given by the Majority Lenders will be binding on all the Finance Parties other than the Security AgentTrustee. (c) Any Lender may by notice to the Agent divide its Utilisations or Commitments into separate amounts to reflect sub-participation or similar transactions and may require the Agent to count such separate amounts individually in calculating the composition of the Majority Lenders. (d) The Agent may refrain from acting in accordance with the instructions of the Majority Lenders (or, if appropriate, the Lenders) or under paragraph (e) below until it has received such security Security as it may require for any cost, loss or liability (together with any associated VATIndirect Tax) which it may incur in complying with the instructions. (de) In the absence of instructions from the Majority Lenders, Lenders (or, if appropriate, the Lenders) ), the Agent may act (or refrain from taking action) as it considers to be in the best interest of the Lenders. (ef) 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 (ef) 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 Documents or Transaction the Security Documentsthereunder.

Majority Lenders’ instructions. (a) Unless a contrary indication appears in a Finance Document, the Agent shall (ia) 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 Agent) and (iib) 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 Finance Parties other than the Security AgentParties. (c) The Agent 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 VAT) which it may incur in complying with the instructions. (d) The Agent is entitled to request instructions, or clarification of any instructions, from the Lenders (or any of them) as to whether, and in what manner, to exercise any right, power, authority or discretion vested in it as Agent and the Agent may refrain from acting unless and until those instructions or clarifications are received by it. (e) In the absence of instructions from the Majority Lenders, (or, if appropriate, the Lenders) the Agent may act (or refrain from taking action) as it considers to be in the best interest of the Lenders. (ef) 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 (e) shall not apply , without having first obtained that Lender’s authority 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 Documentsact on its behalf in those proceedings.

Majority Lenders’ instructions. (a) Unless a contrary indication appears in a Finance Document, the Facility Agent shall (i) exercise any right, power, authority or discretion vested in it as Facility 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 Facility 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 Finance Parties other than the Security Facility Agent. (c) The Facility Agent 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 VAT) which it may incur in complying with the instructions. (d) In the absence of instructions from the Majority Lenders, (or, if appropriate, the Lenders) the Facility Agent may act (or refrain from taking action) as it considers to be in the best interest of the Lenders. (e) 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 (e) 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.

Majority Lenders’ instructions. (a) Unless a contrary indication appears in a Finance Document, the Facility Agent shall (i) exercise any right, power, authority or discretion vested in it as Facility 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 Facility 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 Finance Parties other than the Security Agent.Parties. Bridge Facility Agreement 7/60 (c) The Facility Agent may refrain from acting in accordance with the instructions of the Majority Lenders (or, if appropriate, the Lenders) or under paragraph (d) below until it has received such security as it may require for any cost, loss or liability (together with any associated VATIndirect Tax) which it may incur in complying with the instructions. (d) In the absence of instructions from the Majority Lenders, (or, if appropriate, the Lenders) the Facility Agent may act (or refrain from taking action) as it considers to be in the best interest of the Lenders. (e) The Facility 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. This paragraph (e) 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.

Majority Lenders’ instructions. (a) Unless a contrary indication appears in a Finance Document, the Facility Agent shall (i) exercise any right, power, authority or discretion vested in it as Facility 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 Facility Agent) and (ii) not be liable for any - 84 - 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 Finance Parties other than the Security AgentTrustee. (c) The Facility Agent 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 VAT) which it may incur in complying with the instructions. (d) In the absence of instructions from the Majority Lenders, (or, if appropriate, the Lenders) the Facility Agent may act (or refrain from taking action) as it considers to be in the best interest of the Lenders. (e) The Facility 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. This paragraph (e) 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.

Majority Lenders’ instructions. (a) Unless a contrary indication appears in a Finance Document, the Agent and the Security Agent, shall (i) exercise any right, power, authority or discretion vested in it as Agent or Security Agent (as the case may be) 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 Agent or the Security Agent, as the case may be) 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 Finance Parties other than the Security AgentParties. (c) The Each of the Agent and the Security Agent 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 VAT) 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 Agent and the Security Agent may act (or refrain from taking action) as it considers to be in the best interest of the Lenders. (e) The Neither the Agent nor the Security Agent is not authorised to act on behalf of a Lender (without first obtaining that Lender’s consent) in any legal or arbitration proceedings relating to any Finance Document. This paragraph (e) 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.

Majority Lenders’ instructions. (a) Unless a contrary indication appears An Agent is fully protected and shall not be liable if it acts or omits to act on the instructions, directions or decisions of the Majority Lenders or the Lenders in a the exercise of any right, power or discretion or any matter not expressly provided for in the Finance DocumentDocuments. Any such instructions given by the Majority Lenders (which the Majority Lenders are able to instruct, direct or decide) will be binding on all the Lenders. The aforementioned shall not apply in respect of any provision which protects an Agent’s own position in its personal capacity as opposed to its role of Agent for the Finance Parties. In the absence of instructions, each Agent may act as it considers in its discretion to be appropriate. An Agent may carry out what in its discretion it considers to be administrative acts, or acts which are incidental to any instruction, but no such instruction can override any administrative or incidental act performed prior to its receipt. An Agent shall be entitled to request instructions, or clarification of any direction, from the Majority Lenders (ior, if the Finance Documents stipulates the matter is a decision for any Lender or group of Lenders) as to whether, and in what manner, it should exercise or refrain from exercising any rights, powers, authorities and discretions and an Agent may refrain from acting unless and until those instructions or clarification are received by it. (b) Each Agent may assume that unless it has received notice to the contrary, any right, power, authority or discretion vested in it as Agent in accordance with any instructions given to it by Party or the Majority Lenders (or, if so instructed by the Majority Lenders, refrain from exercising any right, power, authority or discretion vested in it as Agent) and (ii) has 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 Finance Parties other than the Security Agentbeen exercised. (c) The Each Agent may refrain from acting in accordance with the instructions of the Majority Lenders (or, if appropriate, the Lenders) until it has received such indemnification and/or security as 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, liability or loss or liability (together with any associated VAT) which it may incur in complying with the instructions. (d) In the absence of instructions from the Majority Lenders, (or, if appropriate, the Lenders) the Agent may act (or refrain from taking action) as it considers to be in the best interest of the Lenders. (e) The No 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 in connection with any Finance Document. This paragraph (e) shall not apply to any , unless the legal or arbitration proceeding relating to proceedings relate to: (i) the perfection, preservation or protection of rights under the Transaction Security Documents; or (ii) the enforcement of any Security Document. (e) An Agent may (but shall not be obliged to), in the absence of instructions to the contrary, take such action in the exercise of any of its powers and duties under the Finance Documents or refrain from acting as it considers in its discretion to be appropriate. (f) In relation to the Security Interests created or evidence under the Security Documents: (i) the Security Trustee may refrain from enforcing the relevant Security Interest unless instructed otherwise by the Majority Lenders; (ii) the Majority Lenders may give or refrain from giving instructions to the Security Trustee to enforce or refrain from enforcing the relevant Security Interest as they see fit; (iii) the Security Trustee is entitled to rely on and comply with enforcement instructions; (iv) the Security Trustee may, subject to any contrary instructions from the Majority Lenders, cease enforcement at any time; (v) the Security Trustee shall, subject to the terms of the Transaction Security or Transaction Security Documents, enforce any Security Interest in such manner as the Majority Lenders shall instruct, or, in the absence of any such instructions, as the Security Trustee considers in its discretion to be appropriate; and (vi) each Party waives its rights for any relevant Security Interests 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.

Majority Lenders’ instructions. (a) Unless a contrary indication appears in a an Expanded 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 for that Facility (or, if so instructed by the Majority LendersLenders for that Facility, refrain from exercising any right, power, authority or discretion vested in it as 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 for a Facility will in respect of that Facility be binding on all the Finance Parties other than the Security AgentParties. (c) The Agent may refrain from acting in accordance with the instructions of the Majority Lenders (or, if appropriate, the Lenders) or under paragraph (f) below until it has received such security as it may require for any cost, loss or liability (together with any associated VATIndirect Tax) which it may incur in complying with the instructions. (d) In the absence of instructions from the Majority Lenders, Lenders (or, if appropriate, the 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 Expanded Finance Document. This paragraph (e) 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.

Majority 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 Agent) and (ii) not be liable for any act (or omission) if it acts (or refrains from taking any action) in accordance with such an instruction of the Majority LendersLenders (or, where otherwise specified in a Finance Document, the applicable Lender(s)). (b) Unless a contrary indication appears in a Finance Document, any such instructions so given by the Majority Lenders will be binding on all of the Finance Parties other than the Security AgentParties. (c) The Agent may refrain from acting in accordance with the instructions of the Majority Lenders (or, if appropriate, the applicable Lenders) until it has received such security as it may require for any cost, loss or liability (together with any associated VATIndirect Tax) which it may incur in complying with the such instructions. (d) In the absence of instructions from the Majority Lenders, (or, if appropriate, the applicable Lenders) the Agent may act (or refrain from taking action) as it considers to be in the best interest of the Lenders, provided that (for the avoidance of doubt) the Agent shall not be under any duty to take any action in the absence of such instructions. (e) The Agent shall be entitled to request instructions, or clarification of any direction, from the Majority Lenders (or the applicable Lender(s)) as to whether, and in what manner, it should exercise or refrain from exercising any rights, powers and discretions and the Agent may refrain from acting unless and until those instructions or clarification are received by it. (f) The Agent is not authorised to act on behalf of and in the name of a Lender Finance Party (without first obtaining that LenderFinance Party’s prior written consent) in any legal or arbitration proceedings relating to any Finance Document. This paragraph (e) , provided that nothing herein shall not apply to any legal or arbitration proceeding relating to prejudice the perfection, preservation or protection of rights under the Transaction Security Documents or enforcement ability of the Transaction Security Agent to bring, defend or Transaction Security Documentsconduct any proceedings in its capacity as Agent (in the name of the Agent).

Majority Lenders’ instructions. (a) Unless a contrary indication appears in a Finance Document, each of the Agent shall and the Security 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 Agent) and it); 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 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 the Finance Parties other than Parties, save for the Security Agent. (c) The Each of the Agent and the Security Agent may refrain from acting in accordance with the instructions of the Majority Lenders (or, if appropriate, the Lenders) until it has received such indemnification and/or security as it may in its sole discretion require for any cost, loss or liability (together with any associated VAT) (and which may include payment in advance), which it may incur in complying with the those instructions. (d) In the absence of instructions from the Majority Lenders, (or, if appropriate, the Lenders) each of the Agent and the Security Agent may act (or refrain from taking action) as it considers to be in the best interest of the Lenders. (e) 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, if 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 Agent and the Security Agent may refrain from acting unless and until it receives any such instructions or clarification that it has requested. (f) Neither the Agent nor the Security Agent is not authorised to act on behalf of a Lender (without first obtaining that Lender’s consent) in any legal or arbitration proceedings relating to any Finance Document. This paragraph (ef) 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 security interests or Transaction the Security Documents. (g) The Security Agent may assume (unless it has received notice to the contrary in its capacity as Security Agent) that all instructions given to it by the Agent, if required to be approved by the Majority Lenders, have been so approved.

Majority Lenders’ instructions. (a) 26.7.1 Unless a contrary indication appears in a Finance Document, the Facility Agent shall (ia) exercise any right, power, authority or discretion vested in it as Facility 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 Facility Agent) and (iib) 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) 26.7.2 Unless a contrary indication appears in a Finance Document, any instructions given by the Majority Lenders will be binding on all the Finance Parties other than the Security AgentParties. (c) 26.7.3 The Facility Agent 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 VAT) which it may incur in complying with the instructions. (d) 26.7.4 In the absence of instructions from the Majority Lenders, (or, if appropriate, the Lenders) the Facility Agent may act (or refrain from taking action) as it considers to be in the best interest of the Lenders. (e) The 26.7.5 Neither Facility Agent is not nor the Security Trustee are 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 . 26.7.6 Unless a contrary indication appears in a Finance Document, the HUF Agent shall (ea) shall act in accordance with any instructions given to it by the Facility Agent (or, if so instructed by the Facility Agent, refrain from acting or exercising any right, power, authority or discretion vested in it as HUF Agent) and (b) not apply to be liable for any legal act (or arbitration proceeding relating to omission) if it acts (or refrains from taking any action) in accordance with such instruction of the perfectionFacility Agent (the Facility Agent in each case acting on the instructions of the Majority Lenders (or, preservation or protection of rights if appropriate, the Lenders) as required under the Transaction Security Documents or enforcement of the Transaction Security or Transaction Security Finance Documents).

Majority Lenders’ instructions. (a) Unless a contrary indication appears in a Finance Document, the Agent and Security Agent shall (i) exercise any right, power, authority or discretion vested in it as Agent act in accordance with any instructions given to it by the Majority Lenders (or, if so instructed by the Majority Lenders, refrain from acting or exercising any right, power, authority or discretion vested in it as Agent or 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 such 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 Finance Parties other than Lenders and the Security AgentArranger. (c) The Agent and the Security Agent may refrain from acting in accordance with the instructions of the Majority Lenders (or, if appropriate, the LendersLenders or, if appropriate, the Majority Creditors) (including any instruction to begin any legal actions or proceedings arising out of or in connection with the Finance Documents) until it has received such security as it may require for any cost, loss or liability (together with any associated VAT) which it may incur in complying with the instructions. (d) In the absence of instructions from the Majority Lenders, (or, if appropriate, the LendersLenders or, if appropriate, the Majority Creditors) 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. This paragraph . (ef) The Security Agent shall not apply be entitled to request instructions, or clarification of any legal direction, from the Majority Lenders (or, if appropriate, the Lenders or, if appropriate, the Majority Creditors) as to whether, and in what manner, it should exercise or arbitration proceeding relating refrain from exercising any rights, powers and discretions and the Security Agent may refrain from acting unless and until those instructions or clarification are received by it. (g) The Security Agent may, in the absence of any instructions to the perfectioncontrary, preservation or take such action in the exercise of any of its duties under the Finance Documents which in its absolute discretion it considers to be for the protection and benefit of rights under all of the Finance Parties. (h) The Security Agent may, and shall if so directed by the Agent at any time after receipt by the Security Agent of notice pursuant to Clause 24.18 (Acceleration), enforce the Transaction Security Documents or enforcement in accordance with the terms of the Transaction Security or Transaction Security Documents. The Security Agent may take such action as in its sole discretion it thinks fit to enforce the Transaction Security.