Common use of Majority Lenders’ instructions Clause in Contracts

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 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. (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. (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 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.

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 for the Finance PartiesAgent) 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. (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 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 Lenders. (e) The Facility Agent is not authorized 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.

Majority Lenders’ instructions. (a) Unless a contrary indication appears in a Finance Documentthis Credit Agreement and any related 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 for the Finance PartiesAgent) 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 Documentthis Credit Agreement and any related document, any instructions given by the Majority Lenders will be binding on all the Finance PartiesLenders. (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 authorized authorised to act on behalf of a Lender (without first obtaining that Lender’s consent) in any legal or arbitration proceedings relating to this Credit Agreement and any Finance Documentrelated document.

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 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 for the Finance Parties) 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. (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, 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 authorized 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.

Majority Lenders’ instructions. (a) Unless a contrary indication appears in a Finance Document, the Facility Agent shall each Servicing Bank shall: (i) exercise any right, power, authority or discretion vested in it as Facility Servicing 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 for the Finance Parties) and or 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) Unless a contrary indication appears in a Finance Document, any instructions given by the Majority Lenders will be binding on all the Finance Parties. (c) The Facility Agent Each Servicing 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 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 ), each Servicing Bank may act (or refrain from taking action) as it considers to be in the best interest of the Lendersrelevant Finance Party or Parties concerned. (e) The Facility Agent Neither Servicing Bank is not authorized 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.

Majority Lenders’ instructions. (a) 64. 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 |EU-DOCS\29723125.9|| Majority Lenders, refrain from exercising any right, power, authority or discretion vested in it as Facility Agent for the Finance PartiesAgent) 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) 65. Unless a contrary indication appears in a Finance Document, any instructions given by the Majority Lenders will be binding on all the Finance Parties. (c) 66. 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) 67. 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) 68. The Facility Agent is not authorized 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.

Majority Lenders’ instructions. (a) 28.8.1 Unless a contrary indication appears in a Finance Document, each of the Facility Agent and the Technical Bank shall (ia) exercise any right, power, authority or discretion vested in it as Facility Agent in such capacity 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 for the Finance Parties) 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) 28.8.2 Unless a contrary indication appears in a Finance Document, any instructions given by the Majority Lenders will be binding on all the Finance Parties. (c) The Facility 28.8.3 Each of the Agent and the 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 VAT) which it may incur in complying with the instructions. (d) 28.8.4 In the absence of instructions from the Majority Lenders, (or, if appropriate, the Lenders) the Facility Agent or the Technical Bank may act (or refrain from taking action) as it considers to be in the best interest of the Lenders. (e) The Facility 28.8.5 Each of the Technical Bank and the Agent is not authorized 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.

Majority Lenders’ instructions. (a) 24.7.1 Unless a contrary indication appears in a Finance Document, the Facility Agent shall shall: (ia) exercise any right, power, authority or discretion vested in it as the 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 for the Finance Parties) Agent); and (iib) not be liable to any other Finance Party for any act (or omission) if it acts (or refrains from taking any action) in accordance with an instruction of the Majority Lenders. (b) 24.7.2 Unless a contrary indication appears in a Finance Document, any instructions given by the Majority Lenders will be binding on all the Finance Parties. (c) 24.7.3 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 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) 24.7.4 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) 24.7.5 The Facility Agent is not authorized 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 Finance Document.

Majority Lenders’ instructions. (a) Unless a contrary indication appears in a Finance Document, the Facility Agent shall each Servicing Bank shall: (i) exercise any right, power, authority or discretion vested in it as Facility Servicing 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 for or the Finance Parties) 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) Unless a contrary indication appears in a Finance Document, any instructions given by the Majority Lenders will be binding on all the Finance Parties. (c) The Facility Agent Each Servicing 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 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 ), each Servicing Bank 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 authorized 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.

Majority Lenders’ instructions. (a) 27.7.1. 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 for the Finance PartiesAgent) 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. Unless a contrary indication appears in a Finance Document, any instructions given by the Majority Lenders will be binding on all the Finance Parties. (c) 27.7.3. 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) In 27.7.4. n the absence of instructions from the Majority Lenders, (or, if appropriateapplicable, the Lenders) the Facility Agent may act (or refrain from taking action) as it considers to be in the best interest interests of the Lenders. (e) The Facility Agent is not 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.

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 acting or exercising any right, power, authority or discretion vested in it as Facility Agent for the Finance PartiesAgent) and (ii) not be liable to the Lenders 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 PartiesLenders. (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 authorized 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.

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 acting or exercising any right, power, authority or discretion vested in it as Facility Agent for the Finance PartiesAgent) and (ii) not be liable to the Lenders 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 PartiesLenders. (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 authorized 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.

Majority Lenders’ instructions. (a) Unless a contrary indication appears in a Finance Document, the Facility Agent shall each Servicing Bank shall: (i) exercise any right, power, authority or discretion vested in it as Facility Agent or 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 Facility Agent for the Finance Parties) and or 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) Unless a contrary indication appears in a Finance Document, any instructions given by the Majority Lenders will be binding on all the Finance Parties. (c) The Facility Agent Each Servicing 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 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 ), each Servicing Bank may act (or refrain from taking action) as it considers to be in the best interest of the Lendersrelevant Finance Party or Parties concerned. (e) The Facility Agent Neither Servicing Bank is not authorized 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.

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 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 Facility Agent for the Finance PartiesAgent) 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. (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 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 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 authorized 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.