Common use of Required Lenders’ instructions Clause in Contracts

Required Lenders’ instructions. (a) Unless a contrary indication appears in a Loan Document, the Administrative Agent shall (i) exercise any right, power, authority or discretion vested in it as Administrative Agent in accordance with any instructions given to it by the Required Lenders (or, if so instructed by the Required Lenders, refrain from exercising any right, power, authority or discretion vested in it as Administrative 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 Required Lenders. (b) Unless a contrary indication appears in a Loan Document, any instructions given by the Required Lenders will be binding on all the Credit Agreement Secured Parties other than the Collateral Agent. (c) The Administrative Agent may refrain from acting in accordance with the instructions of the Required 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 Required Lenders, (or, if appropriate, the Lenders) the Administrative Agent may act (or refrain from taking action) as it considers to be in the best interest of the Lenders or, in the case of the Loan Document Guarantee and the Intercreditor Agreement, in the best interest of the Credit Agreement Secured Parties. (e) The Administrative Agent is not authorised to act on behalf of a Credit Agreement Secured Party (without first obtaining that Credit Agreement Secured Party’s consent) in any legal or arbitration proceedings relating to any Loan Document. This paragraph (e) shall not apply to any legal or arbitration proceeding relating to the perfection, preservation or protection of rights under the Security Documents or enforcement of the Transaction Security or Security Documents.

Required Lenders’ instructions. (a) Unless a contrary indication appears in a Loan Credit Document, the Administrative Collateral Agent shall (i) exercise any right, power, authority or discretion vested in it as Administrative Agent act in accordance with any instructions given to it by the Required Lenders (or, if so instructed by the Required LendersLenders or in the absence of an instruction from them, refrain from acting or exercising any right, power, authority authority, discretion or discretion other right vested in it as Administrative Collateral Agent) ), and (ii) not be liable for any act (or omission) if it acts (or refrains refrain from taking any action) in accordance with an instruction of the Required Lenders, the European Required Lenders or the French Required Lenders. (b) Unless a contrary indication appears in a Loan Credit Document, any instructions given by the Required Lenders (or, if required to be given by either of them, the European Required Lenders or the French Required Lenders) will be binding on all the Credit Agreement Secured Parties other than the Collateral AgentLenders. (c) The Administrative Collateral Agent may refrain (i) from acting in accordance with the instructions of the Required Lenders (or, if required to be given by either of them, the European Required Lenders or the French Required Lenders (or, if appropriate, the Lenders)) or otherwise until it has received such security and/or indemnity as it may require for any cost, loss or liability Losses (together with including any associated irrecoverable VAT) which it may incur in complying with the instructions, and (ii) from doing anything which may in its opinion be a breach of any law or duty of confidentiality or be otherwise actionable at the suit of any person. (d) In the absence of instructions from the Required Lenders, (or, if required to be given by either of them, the European Required Lenders or the French Required Lenders) (or, if appropriate, the 942882452.15 Lenders) ), the Administrative Collateral Agent may act (or refrain from taking action) as it considers to be in the best interest interests of the Lenders or, in the case of the Loan Document Guarantee and the Intercreditor Agreement, in the best interest of the Credit Agreement Secured Partiesrelevant Required Lenders. (e) The Administrative Collateral Agent is not authorised to act on behalf of a Credit Agreement Secured Party Lender (without first obtaining that Credit Agreement Secured PartyLender’s consent) in any legal or arbitration proceedings relating to any Loan Credit Document. This paragraph (e) shall not apply to any legal or arbitration proceeding relating to the perfection, preservation or protection of rights under the Security Documents or enforcement of the Transaction Security or Security Documents.

Required Lenders’ instructions. (a) Unless a provided to the contrary indication appears in a Loan Document, the Administrative Agent shall (i) exercise any right, power, authority or discretion vested in it as Administrative Agent in accordance with any instructions given to it by the Required requisite Lenders (or, if so instructed by the Required requisite Lenders, refrain from exercising any right, power, authority or discretion vested in it as Administrative 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 Required requisite Lenders. (b) Unless a provided to the contrary indication appears in a Loan Document, any instructions given by the Required requisite Lenders will be binding on all the Credit Agreement Secured Parties Lenders other than the Collateral Agent. (c) The Administrative Agent may refrain from acting in accordance with the instructions of the Required requisite 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 Required requisite Lenders, (or, if appropriate, the Lenders) the Administrative Agent may act (or refrain from taking action) as it considers to be in the best interest of the Lenders or, in the case of the Loan Document Guarantee and the Intercreditor Agreement, in the best interest of the Credit Agreement Secured PartiesLenders. (e) The Administrative Agent is not authorised authorized to act on behalf of a Credit Agreement Secured Party Lender (without first obtaining that Credit Agreement Secured PartyLender’s consent) in any legal or arbitration proceedings relating to any Loan Document. This paragraph (e) Section 16.7 shall not apply to any legal or arbitration proceeding relating to the perfection, preservation or protection of rights under the Security Documents or enforcement of the Transaction Security or Security DocumentsLiens in favor of the Collateral Agent on the behalf of the Secured Parties.

Required Lenders’ instructions. (a) Unless a contrary indication appears in a Loan Credit Document, the Administrative Collateral Agent shall (i) exercise any right, power, authority or discretion vested in it as Administrative Agent act in accordance with any instructions given to it by the Required Lenders (or, if so instructed by the Required LendersLenders or in the absence of an instruction from them, refrain from acting or exercising any right, power, authority authority, discretion or discretion other right vested in it as Administrative Collateral Agent) ), and (ii) not be liable for any act (or omission) if it acts (or refrains refrain from taking any action) in accordance with an instruction of the Required Lenders, the European Required Lenders or the French Required Lenders. (b) Unless a contrary indication appears in a Loan Credit Document, any instructions given by the Required Lenders (or, if required to be given by either of them, the European Required Lenders or the French Required Lenders) will be binding on all the Credit Agreement Secured Parties other than the Collateral AgentLenders. (c) The Administrative Collateral Agent may refrain (i) from acting in accordance with the instructions of the Required Lenders (or, if required to be given by either of them, the European Required Lenders or the French Required Lenders (or, if appropriate, the Lenders)) or otherwise until it has received such security and/or indemnity as it may require for any cost, loss or liability Losses (together with including any associated irrecoverable VAT) which it may incur in complying with the instructions, and (ii) from doing anything which may in its opinion be a breach of any law or duty of confidentiality or be otherwise actionable at the suit of any person. (d) In the absence of instructions from the Required Lenders, (or, if required to be given by either of them, the European Required Lenders or the French Required Lenders) (or, if appropriate, the Lenders) ), the Administrative Collateral Agent may act (or refrain from taking action) as it considers to be in the best interest interests of the Lenders or, in the case of the Loan Document Guarantee and the Intercreditor Agreement, in the best interest of the Credit Agreement Secured Partiesrelevant Required Lenders. (e) The Administrative Collateral Agent is not authorised to act on behalf of a Credit Agreement Secured Party Lender (without first obtaining that Credit Agreement Secured PartyLender’s consent) in any legal or arbitration proceedings relating to any Loan Credit Document. This paragraph (e) shall not apply to any legal or arbitration proceeding relating to the perfection, preservation or protection of rights under the Security Documents or enforcement of the Transaction Security or Security Documents.

Required Lenders’ instructions. (a) Unless a contrary indication appears in a Loan Document, the The Administrative Agent and the Common Security Agent, as applicable, shall (i) exercise any right, power, power or authority or discretion vested in it as Administrative Agent or Common Security Agent, as applicable in accordance with any instructions given to it by the Required Lenders (or, if appropriate, all of the Lenders) (or, if so instructed by the Required Lenders or all Lenders, refrain from exercising any right, power, power or authority or discretion vested in it as Administrative Agent or Common Security Agent, as applicable) 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 Required Lenders (or, if appropriate, all of the Lenders). (b) Unless a contrary indication appears in a Loan New Finance Document, any instructions given by the Required Lenders will be binding on all the Credit Agreement Secured Parties other than the Collateral AgentFinance Parties. (c) The Administrative Agent and the Common Security Agent may refrain from acting in accordance with the instructions of the Required Lenders (or, if appropriate, all of the Lenders) until it has received such security Security Interest 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 Required Lenders, (or, if appropriate, the Lenders) the Administrative Agent or Common Security Agent, as applicable may act (or refrain from taking action) as it considers in its reasonable discretion to be in the best interest interests of the Lenders or, in the case of the Loan Document Guarantee and the Intercreditor Agreement, in the best interest of the Credit Agreement Secured PartiesLenders. (e) The Administrative Agent is not authorised authorized to act on behalf of a Credit Agreement Secured Party Lender (without first obtaining that Credit Agreement Secured Party’s Lender's consent) in any legal or arbitration proceedings relating to any Loan New 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) No Facility Representative under an Existing Facility or the Guarantee Facility shall be liable for any act (or omission) if it acts (or refrains from taking any action) in accordance with an instruction of the Required Lenders (or, if appropriate, all of the Lenders) or the Relevant Lenders under a Finance Document relating to such Existing Facility or the Guarantee Facility (so long as not in contravention of this Agreement).