Common use of Instructions to Security Agent and exercise of discretion Clause in Contracts

Instructions to Security Agent and exercise of discretion. (a) Subject to paragraphs (d) and (e) below, the Security Agent shall act in accordance with any instructions given to it by an Instructing Group or, if so instructed by an Instructing Group, refrain from exercising any right, power, authority or discretion vested in it as Security Agent and shall be entitled to assume that (i) any instructions received by it from an Agent, the Creditors or a group of Creditors are duly given in accordance with the terms of the Debt Documents and (ii) unless it has received actual notice of revocation, that those instructions or directions have not been revoked. A44420063 (b) The Security Agent shall be entitled to request instructions, or clarification of any direction, from an Instructing Group (or from the Enhanced Majority Second Lien Creditors or the Majority Senior Parent Creditors, to the extent they are entitled to give instructions to the Security Agent) as to whether, and in what manner, it should exercise or refrain from exercising any rights, powers, authorities and discretions and the Security Agent may refrain from acting unless and until those instructions or clarification are received by it. (c) Save as provided in Clause 12 (Enforcement of Transaction Security), any instructions given to the Security Agent by an Instructing Group shall override any conflicting instructions given by any other Parties. (d) Paragraph (a) above shall not apply: (i) where a contrary indication appears in this Agreement (including under Clause 25 (Consents, amendments and override)); (ii) where this Agreement requires the Security Agent to act in a specified manner or to take a specified action; (iii) in respect of any provision which protects the Security Agent's own position in its personal capacity as opposed to its role as Security Agent for the Secured Parties including, without limitation, the provisions set out in Clause 17.6 (Security Agent's discretions) to Clause 17.21 (Disapplication); (iv) in respect of the exercise of the Security Agent's discretion to exercise a right, power or authority under any of: (A) Clause 13.1 (Non-Distressed Disposals); (B) Clause 14.1 (Order of application); (C) Clause 14.2 (Liabilities of the Senior Parent Debt Issuer); (D) Clause 14.3 (Prospective liabilities); (E) Clause 14.4 (Treatment of SFA Cash Cover and Senior Lender cash collateral); and (F) Clause 14.7 (Permitted deductions). (e) In exercising any discretion to exercise a right, power or authority under this Agreement where either: (i) it has not received any instructions from an Instructing Group as to the exercise of that discretion; or (ii) the exercise of that discretion is subject to paragraph (d)(iv) above, the Security Agent shall: (A) other than where paragraph (B) below applies, do so having regard to the interests of all the Secured Parties; or (B) if (in its opinion) there is a Creditor Conflict in relation to the matter in respect of which the discretion is to be exercised, do so having regard only to the interests of all the Senior Secured Creditors. A44420063

Instructions to Security Agent and exercise of discretion. (a) Subject to paragraphs (d) and (e) below, the Security Agent shall act in accordance with any instructions given to it by an Instructing Group the Enforcing Senior Creditors and/or the Majority Senior Creditors (as the case may be) or, if so instructed by an Instructing Groupthe Enforcing Senior Creditors and/or the Majority Senior Creditors (as the case may be), refrain from exercising any right, power, authority or discretion vested in it as Security Agent and shall be entitled to assume that (i) any instructions received by it from an Agentthe Agents, the Creditors or a group of Creditors are duly given in accordance with the terms of the Debt Documents and (ii) unless it has received actual notice of revocation, that those instructions or directions have not been revoked. A44420063. (b) The Security Agent shall be entitled to request instructions, or clarification of any direction, from an Instructing Group (or from the Enhanced Majority Second Lien Enforcing Senior Creditors or and/or the Majority Senior Parent Creditors, to Creditors (as the extent they are entitled to give instructions to the Security Agentcase may be) as to whether, and in what manner, it should exercise or refrain from exercising any rights, powers, authorities and discretions and the Security Agent may refrain from acting unless and until those instructions or clarification are received by it. (c) Save as provided in Clause 12 (Enforcement of Transaction Security), any instructions given to the Security Agent by an Instructing Group the Majority Senior Creditors shall override any conflicting instructions given by any other Parties. (d) Paragraph (a) above shall not apply: (i) where a contrary indication appears in this Agreement (including under Clause 25 (Consents, amendments and override))Agreement; (ii) where this Agreement requires the Security Agent to act in a specified manner or to take a specified action; (iii) in respect of any provision which protects the Security Agent's ’s own position in its personal capacity as opposed to its role as of Security Agent for the Secured Parties including, without limitation, the provisions set out in Clause 17.6 Clauses 16.8 (Security Agent's ’s discretions) to Clause 17.21 16.24 (Disapplication); (iv) in respect of the exercise of the Security Agent's ’s discretion to exercise a right, power or authority under any of: (A) Clause 13.1 (Non-Distressed Disposals); (B) Clause 14.1 (Order of application); (C) Clause 14.2 (Liabilities of the Senior Parent Debt IssuerProspective liabilities);; and (D) Clause 14.3 (Prospective liabilities); (E) Clause 14.4 (Treatment of SFA Cash Cover and Senior Lender cash collateral); and (F) Clause 14.7 14.5 (Permitted deductionsDeductions). (e) If giving effect to instructions given by the Majority Senior Creditors would (in the Security Agent’s opinion) have an effect equivalent to any amendment or waiver which is subject to Clause 27 (Consents, Amendments and Override) (an “Intercreditor Amendment”), the Security Agent shall not act in accordance with those instructions unless consent to it so acting is obtained from each Party (other than the Security Agent) whose consent would have been required in respect of that Intercreditor Amendment. (f) In exercising any discretion to exercise a right, power or authority under this Agreement where either: (i) it has not received any instructions from an Instructing Group the Enforcing Senior Creditors or the Majority Senior Creditors (as to the case may be) as to the exercise of that discretion; or (ii) the exercise of that discretion is subject to paragraph (d)(iv) above, the Security Agent shall: (A) other than where paragraph (B) below applies, shall do so having regard to the interests of all the Secured Parties; or (B) if (in its opinion) there is a Creditor Conflict in relation to the matter in respect of which the discretion is to be exercised, do so having regard only to the interests of all the Senior Secured Creditors. A44420063.

Instructions to Security Agent and exercise of discretion. (a) Subject to paragraphs (d) and (e) below, the Security Agent shall act in accordance with any instructions given to it by an Instructing Group or, if so instructed by an Instructing Group, refrain from exercising any right, power, authority or discretion vested in it as Security Agent and shall be entitled to assume that (i) any instructions received by it from an Agent, the Creditors or a group of Creditors are duly given in accordance with the terms of the Debt Documents and (ii) unless it has received actual notice of revocation, that those instructions or directions have not been revoked. A44420063. (b) The Security Agent shall be entitled to request instructions, or clarification of any direction, from an Instructing Group (or from the Enhanced Majority Second Lien Creditors or the Majority Senior Parent Creditors, to the extent they are entitled to give instructions to the Security Agent) as to whether, and in what manner, it should exercise or refrain from exercising any rights, powers, authorities and discretions and the Security Agent may refrain from acting unless and until those instructions or clarification are received by it. (c) Save as provided in Clause 12 (Enforcement of Transaction Security), any instructions given to the Security Agent by an Instructing Group shall override any conflicting instructions given by any other Parties. (d) Paragraph (a) above shall not apply: (i) where a contrary indication appears in this Agreement (including under Clause 25 (Consents, amendments and override)); (ii) where this Agreement requires the Security Agent to act in a specified manner or to take a specified action; (iii) in respect of any provision which protects the Security Agent's ’s own position in its personal capacity as opposed to its role as Security Agent for the Secured Parties including, without limitation, the provisions set out in Clause 17.6 (Security Agent's ’s discretions) to Clause 17.21 (Disapplication); (iv) in respect of the exercise of the Security Agent's ’s discretion to exercise a right, power or authority under any of: (A) Clause 13.1 (Non-Distressed Disposals); (B) Clause 14.1 (Order of application); (C) Clause 14.2 (Liabilities of the Senior Parent Debt Issuer); (D) Clause 14.3 (Prospective liabilities); (E) Clause 14.4 (Treatment of SFA Cash Cover and Senior Lender cash collateral); and (F) Clause 14.7 (Permitted deductions). (e) In exercising any discretion to exercise a right, power or authority under this Agreement where either: (i) it has not received any instructions from an Instructing Group as to the exercise of that discretion; or (ii) the exercise of that discretion is subject to paragraph (d)(iv) above, the Security Agent shall: (A) other than where paragraph (B) below appliesbelow(applies, do so having regard to the interests of all the Secured Parties; or (B) if (in its opinion) there is a Creditor Conflict in relation to the matter in respect of which the discretion is to be exercised, do so having regard only to the interests of all the Senior Secured Creditors. A44420063.