Common use of Instructions of the Company Clause in Contracts

Instructions of the Company. The Company shall have the right, by one or more instruments in writing executed and delivered to the Collateral Agent, to direct the time, method and place of conducting any proceeding for the realization of any right or remedy available to the Collateral Agent, or of exercising any power conferred on the Collateral Agent, or to direct the taking or refraining from taking of any action authorized by this Agreement; provided, however, that (i) such direction shall not conflict with the provisions of any law or of this Agreement and (ii) the Collateral Agent shall be adequately indemnified as provided herein. Nothing contained in this Section 9.2 shall impair the right of the Collateral Agent in its discretion to take any action or omit to take any action which it deems proper and which is not inconsistent with such direction. In the event the Collateral Agent or the Securities Intermediary is uncertain as to the application of any provision in this Agreement or any other agreement relating to the transactions contemplated hereby, or such provision is ambiguous as to its application or is, or appears to be, in conflict with any other applicable provision hereof, or in the event this Agreement permits any determination by the Collateral Agent or the Securities Intermediary or is silent or incomplete as to the course of action the Collateral Agent or the Securities Intermediary is required to take with respect to a particular set of facts, the Collateral Agent or the Securities Intermediary may seek instructions from the Company and shall not be liable to any Person to the extent that it acts in good faith in accordance with the instructions of the Company; provided, that, if the Collateral Agent or the Securities Intermediary shall not have received instructions from the Company pursuant to its request within twenty (20) days after the date of such request, until instructed otherwise by the Company, the Collateral Agent or the Securities Intermediary may, but shall be under no duty to, take or refrain from taking such action as it shall deem advisable in the best interests of the Company.

Instructions of the Company. The Company shall have the right, by one or more instruments in writing executed and delivered to the Collateral Agent, the Custodial Agent or the Securities Intermediary, as the case may be, to direct the time, method and place of conducting any proceeding for the realization of any right or remedy available to the Collateral Agent, or of exercising any power conferred on the Collateral Agent, the Custodial Agent or the Securities Intermediary, as the case may be, or to direct the taking or refraining from taking of any action authorized by this Agreement; provided, however, that (i) such direction shall not conflict with the provisions of any law or of this Agreement and (ii) the Collateral Agent, the Custodial Agent and the Securities Intermediary shall be adequately indemnified as provided herein. Nothing contained in this Section 9.2 8.2 shall impair the right of the Collateral Agent in its discretion to take any action or omit to take any action which it deems proper and which is not inconsistent with such direction. In the event The Company shall promptly confirm in writing any oral instructions furnished to the Collateral Agent by the Company. SECTION 8.3 Reliance Each of the Securities Intermediary, the Custodial Agent and the Collateral Agent shall be entitled conclusively to rely upon any certification, order, judgment, opinion, notice or other communication (including, without limitation, any thereof by telephone, telecopy, telex or facsimile) believed by it to be genuine and correct and to have been signed or sent by or on behalf of the proper Person or Persons (without being required to determine the correctness of any fact stated therein), and upon advice and statements of legal counsel and other experts selected by the Collateral Agent, the Custodial Agent or the Securities Intermediary is uncertain Intermediary, as the case may be. As to the application of any provision in matters not expressly provided for by this Agreement or any other agreement relating to the transactions contemplated hereby, or such provision is ambiguous as to its application or is, or appears to be, in conflict with any other applicable provision hereof, or in the event this Agreement permits any determination by the Collateral Agent or the Securities Intermediary or is silent or incomplete as to the course of action the Collateral Agent or the Securities Intermediary is required to take with respect to a particular set of factsAgreement, the Collateral Agent, the Custodial Agent or the Securities Intermediary may seek instructions from the Company and shall not be liable to any Person to the extent that it acts in good faith in accordance with the instructions of the Company; provided, that, if the Collateral Agent or the Securities Intermediary shall not have received in all cases be fully protected in acting, or in refraining from acting, hereunder in accordance with instructions from given by the Company pursuant to its request within twenty (20) days after the date of such request, until instructed otherwise by the Company, the Collateral Agent or the Securities Intermediary may, but shall be under no duty to, take or refrain from taking such action as it shall deem advisable in the best interests of the Company.accordance with this Agreement. SECTION 8.4

Instructions of the Company. The Collateral Agent shall not be under any duty or obligation to take action to effect collection of any amount due on the Pledged Debentures, Pledged Treasury Consideration or Pledged Treasury Securities in the Collateral Account whether or not the Collateral upon which such amount is payable is in default, or if payment is refused after due demand or presentation, unless and until (i) it shall be directed to take such action by written instructions and (ii) it shall be assured to its satisfaction of reimbursement of its reasonable costs and expenses in connection with any such action. The Company shall have the right, by one or more instruments in writing executed and delivered to the Collateral Agent, the Custodial Agent or the Securities Intermediary, as the case may be, to direct the time, method and place of conducting any proceeding for the realization of any right or remedy available to the Collateral Agent, or of exercising any power conferred on the Collateral Agent, the Custodial Agent or the Securities Intermediary, as the case may be, or to direct the taking or refraining from taking of any action authorized by this Agreement; provided, however, that (i) such direction shall not conflict with the provisions of any law or of this Agreement and (ii) the Collateral Agent, the Custodial Agent and the Securities Intermediary shall be adequately indemnified each receive indemnity reasonably satisfactory to it as provided herein. Nothing contained in this Section 9.2 8.2 shall impair the right of the Collateral Agent in its discretion to take any action or omit to take any action which it deems proper and which is not inconsistent with such direction. In the event the Collateral Agent or the Securities Intermediary is uncertain as to the application of any provision in this Agreement or any other agreement relating to the transactions contemplated hereby, or such provision is ambiguous as to its application or is, or appears to be, in conflict with any other applicable provision hereof, or in the event this Agreement permits any determination by the Collateral Agent or the Securities Intermediary or is silent or incomplete as to the course of action the Collateral Agent or the Securities Intermediary is required to take with respect to a particular set of facts, the Collateral Agent or the Securities Intermediary may seek instructions from the Company and shall not be liable to any Person to the extent that it acts in good faith in accordance with the instructions of the Company; provided, that, if the Collateral Agent or the Securities Intermediary shall not have received instructions from the Company pursuant to its request within twenty (20) days after the date of such request, until instructed otherwise by the Company, the Collateral Agent or the Securities Intermediary may, but shall be under no duty to, take or refrain from taking such action as it shall deem advisable in the best interests of the Company.

Instructions of the Company. The Company shall have the right, by one or more instruments in writing executed and delivered to the Collateral Agent, the Custodial Agent or the Securities Intermediary, as the case may be, to direct the time, method and place of conducting any proceeding for the realization of any right or remedy available to the Collateral Agent, or of exercising any power conferred on the Collateral Agent, the Custodial Agent or the Securities Intermediary, as the case may be, or to direct the taking or refraining from taking of any action authorized by this Agreement; provided, however, that (i) such direction shall not conflict with the provisions of any law or of this Agreement and (ii) the Collateral Agent, the Custodial Agent and the Securities Intermediary shall be adequately indemnified as provided herein. Nothing contained in this Section 9.2 8.2 shall impair the right of the Collateral Agent in its discretion to take any action or omit to take any action which it deems proper and which is not inconsistent with such direction. In the event the The Collateral Agent, Custodial Agent or the Securities Intermediary is uncertain as to the application of any provision in this Agreement or any other agreement relating to the transactions contemplated hereby, or such provision is ambiguous as to its application or is, or appears to be, in conflict with any other applicable provision hereof, or in the event this Agreement permits any determination by the Collateral Agent or the Securities Intermediary or is silent or incomplete as to the course of action the Collateral Agent or the Securities Intermediary is required to take with respect to a particular set of facts, the Collateral Agent or the Securities Intermediary may seek instructions from the Company and shall not be liable to any Person to the extent that it acts in good faith in accordance with the instructions of the Company; provided, that, if the Collateral Agent or the Securities Intermediary shall not have received instructions from no liability whatsoever for the Company pursuant to its request within twenty (20) days after the date action or inaction of such request, until instructed otherwise by the Company, any Clearing Agency or any book-entry system thereof. In no event shall any Clearing Agency or any book-entry system thereof be deemed an agent or subcustodian of the Collateral Agent, Custodial Agent or the and Securities Intermediary may, but shall be under no duty to, take or refrain from taking such action as it shall deem advisable in the best interests of the CompanyIntermediary.

Instructions of the Company. The Company shall have the right, by one or more instruments in writing executed and delivered to the Collateral Agent, to direct the time, method and place of conducting any proceeding for the realization of any right or remedy available to the Collateral Agent, or of exercising any power conferred on the Collateral Agent, or to direct the taking or refraining from taking of any action authorized by this Agreement; providedPROVIDED, howeverHOWEVER, that (i) such direction shall not conflict with the provisions of any law or of this Agreement and (ii) the Collateral Agent shall be adequately indemnified as provided herein. Nothing contained in this Section 9.2 shall impair the right of the Collateral Agent in its discretion to take any action or omit to take any action which it deems proper and which is not inconsistent with such direction. In the event the Collateral Agent or the Securities Intermediary is uncertain as to the application of any provision in this Agreement or any other agreement relating to the transactions contemplated hereby, or such provision is ambiguous as to its application or is, or appears to be, in conflict with any other applicable provision hereof, or in the event this Agreement permits any determination by the Collateral Agent or the Securities Intermediary or is silent or incomplete as to the course of action the Collateral Agent or the Securities Intermediary is required to take with respect to a particular set of facts, the Collateral Agent or the Securities Intermediary may seek instructions from the Company and shall not be liable to any Person to the extent that it acts in good faith in accordance with the instructions of the Company; providedPROVIDED, that, if the Collateral Agent or the Securities Intermediary shall not have received instructions from the Company pursuant to its request within twenty (20) days after the date of such request, until instructed otherwise by the Company, the Collateral Agent or the Securities Intermediary may, but shall be under no duty to, take or refrain from taking such action as it shall deem advisable in the best interests of the Company.