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 the Majority Lenders or, if so instructed by the Majority Lenders, refrain from exercising any right, power, authority or discretion vested in it as Security Agent and shall be entitled to assume that (i) any instruction received by it from the Agent, the Lenders or the Majority Lenders are duly given in accordance with the terms of the Finance Documents and (ii) unless it has received actual notice of revocation, that those instructions or directions have not been revoked. (b) 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, 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) Any instructions given to the Security Agent by the Majority Lenders 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; (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 of Security Agent for the Secured Parties including, without limitation, the provisions set out in Clauses 26.5 (Security Agent's discretions) to Clause 26.19 (Trustee division separate); (iv) in respect of the exercise of the Security Agent's discretion to exercise a right, power or authority under any of: (A) Clause 28.1 (Order of application); (B) Clause 28.2 (Prospective liabilities); and (C) Clause 28.5 (Permitted Deductions). (e) If giving effect to instructions given by the Majority Lenders would (in the Security Agent's opinion) have an effect equivalent to an amendment or waiver referred to in Clause 36.2 (Exceptions), 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 amendment or waiver. (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 the Majority Lenders 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 do so having regard to the interests of all the Secured Parties.

Instructions to Security Agent and exercise of discretion. (a) 25.5.1 Subject to paragraphs (d) and (e) belowClause 25.5.4, the Security Agent shall 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 Security Agent and shall be entitled to assume that (i) any instruction instructions received by it from the Agent, the Lenders or the Majority a group of Lenders are duly given in accordance with the terms of the Finance Documents and (ii) unless it has received actual notice of revocation, that those instructions or directions have not been revoked. The Security Agent shall not be liable for any act (or omission) if it acts (or refrains from acting) in accordance with any instructions given to it under this Clause 25.5.1. (b) 25.5.2 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, 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. 25.5.3 Save as provided in Clause 24 (c) Any Transaction Security), any instructions given to the Security Agent by the Majority Lenders shall override any conflicting instructions given by any other Parties. (d) Paragraph (a) above 25.5.4 Clause 25.5.1 shall not apply: (i) 25.5.4.1 where a contrary indication appears in this Agreement; (ii) 25.5.4.2 where this Agreement requires the Security Agent to act in a specified manner or to take a specified action;; and (iii) 25.5.4.3 in respect of any provision which protects the Security Agent's ’s own position in its personal capacity as opposed to its role of Security Agent for the Secured Parties including, without limitation, the provisions set out in Clauses 26.5 25.7 (Security Agent's ’s discretions) to Clause 26.19 25.24 (Trustee division separate); (iv) in respect Disapplication of the exercise of the Security Agent's discretion to exercise a right, power or authority under any of: (A) Clause 28.1 (Order of application); (B) Clause 28.2 (Prospective liabilities); and (C) Clause 28.5 (Permitted DeductionsTrustee Acts). (e) If giving effect to instructions given by the Majority Lenders would (in the Security Agent's opinion) have an effect equivalent to an amendment or waiver referred to in Clause 36.2 (Exceptions), 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 amendment or waiver. (f) 25.5.5 In exercising any discretion to exercise a right, power or authority under this Agreement where either: (i) it has not received any instructions from the an Majority Lenders 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 do so having regard to the interests of all the Secured Parties. 25.5.6 The Security Agent’s duties under the Finance Documents are solely mechanical and administrative in nature.