Majority Lenders’ instructions. (a) Unless a contrary indication appears in a Finance Document, the Agent and Security Agent shall (i) act 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 Agent or as Security Agent) and (ii) not be liable 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 Lenders. (c) The Agent and the Security Agent may refrain from acting in accordance with the instructions of the Majority Lenders (or, if appropriate, the Lenders or, if appropriate, the Majority Creditors) (including any instruction to begin any legal actions or proceedings arising out of or in connection with the Finance Documents) until it has received any indemnification and/or security that it may in its absolute discretion require (whether by way of payment in advance or otherwise) for all costs, losses and liabilities which it may incur in bringing such action or proceedings. (d) In the absence of instructions from the Majority Lenders, (or, if appropriate, the Lenders or, if appropriate, the Majority Creditors) the Agent may act (or refrain from taking action) as it considers to be in the best interest of the Lenders. (e) The Agent is not 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. (f) The Security Agent shall be entitled to request instructions, or clarification of any direction, from the Majority Lenders (or, if appropriate, the Lenders or, if appropriate, the Majority Creditors) as to whether, and in what manner, it should exercise or refrain from exercising any rights, powers and discretions and the Security Agent may refrain from acting unless and until those instructions or clarification are received by it. (g) The Security Agent may, in the absence of any instructions to the contrary, take such action in the exercise of any of its duties under the Finance Documents which in its absolute discretion it considers to be for the protection and benefit of all of the Finance Parties. (h) The Security Agent may, and shall if so directed by the Agent at any time after receipt by the Security Agent of notice pursuant to Clause 23.18 (Acceleration), enforce the Transaction Security in accordance with the terms of the Security Documents. The Security Agent may take such action as in its sole discretion it thinks fit to enforce the Transaction Security.
Appears in 3 contracts
Sources: Supplemental Agreement (Innospec Inc.), Multicurrency Revolving Facility Agreement (Innospec Inc.), Facilities Agreement (Innospec Inc.)
Majority Lenders’ instructions. (a) Unless a contrary indication appears in a Finance Document, the Agent and the Security Agent shall (i) act exercise any right, power, authority or discretion vested in it as Agent or Security Agent (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 acting or exercising any right, power, authority or discretion vested in it as Agent or as Security Agent, as the case may be) and (ii) not be liable 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 LendersSecured Parties.
(c) The Each of the Agent and the Security Agent may refrain from acting in accordance with the instructions of the Majority Lenders (or, if appropriate, the Lenders or, if appropriate, the Majority Creditors) (including any instruction to begin any legal actions or proceedings arising out of or in connection with the Finance DocumentsLenders) until it has received any indemnification and/or such security that as it may in its absolute discretion require for any cost, loss or liability (whether by way of payment in advance or otherwisetogether with any associated VAT) for all costs, losses and liabilities which it may incur in bringing such action or proceedingscomplying with the instructions.
(d) In the absence of instructions from the Majority Lenders, Lenders (or, if appropriate, the Lenders orLenders), if appropriate, each of the Majority Creditors) Agent and the Security Agent may act (or refrain from taking action) as it considers to be in the best interest of the Lenders.
(e) The Neither the Agent nor the Security Agent is not 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.
(f) The Security Agent shall be entitled to request instructions, or clarification of any direction, from the Majority Lenders (or, if appropriate, the Lenders or, if appropriate, the Majority Creditors) as to whether, and in what manner, it should exercise or refrain from exercising any rights, powers and discretions and the Security Agent may refrain from acting unless and until those instructions or clarification are received by it.
(g) The Security Agent may, in the absence of any instructions to the contrary, take such action in the exercise of any of its duties under the Finance Documents which in its absolute discretion it considers to be for the protection and benefit of all of the Finance Parties.
(h) The Security Agent may, and shall if so directed by the Agent at any time after receipt by the Security Agent of notice pursuant to Clause 23.18 (Acceleration), enforce the Transaction Security in accordance with the terms of the Security Documents. The Security Agent may take such action as in its sole discretion it thinks fit to enforce the Transaction Security.
Appears in 2 contracts
Sources: Facility Agreement (Allied Healthcare International Inc), Facility Agreement (Allied Healthcare International Inc)
Majority Lenders’ instructions. (a) Unless a contrary indication appears in a Finance Document, the Agent and the Security Agent shall (i) act exercise any right, power, authority or discretion vested in it as Agent or Security 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 Agent or as Security Agent) and (ii) not be liable liable for any act (or omission) if it acts (or refrains from taking any actionaction) in accordance with such an instruction of the Majority Lenders.
(b) Unless a contrary indication appears in a Finance Document, any instructions instructions given by the Majority Lenders will be binding on all the LendersFinance Parties.
(c) The Agent and the Security Agent may refrain from acting in accordance with the instructions of the Majority Lenders (or, if appropriate, the Lenders or, if appropriate, the Majority CreditorsLenders) (including any instruction i) if in the reasonable opinion of the Agent or the Security Agent, as the case may be, such instructions are contrary to begin any legal actions applicable law or proceedings arising out of or in connection with the Finance Documents(ii) until it has received any indemnification and/or such security that as it may in its absolute discretion require for any cost, loss or liability (whether by way of payment in advance or otherwisetogether with any associated VAT) for all costs, losses and liabilities which it may incur in bringing such action or proceedingscomplying with the instructions.
(d) In the absence of instructions from the Majority Lenders, (or, if appropriateappropriate, the Lenders or, if appropriate, the Majority CreditorsLenders) the Agent and the Security Agent may act (or refrain from taking action) as it considers to be in the best interest of the LendersLenders.
(e) The Agent and the Security Agent is not authorised to act on behalf of a Lender (without first obtaining that Lender’s 's consent) in any legal or arbitration arbitration proceedings relating to any Finance Document.
(f) The Security Agent shall be entitled to request instructions, or clarification of any direction, from the Majority Lenders (or, if appropriate, the Lenders or, if appropriate, the Majority Creditors) as to whether, and in what manner, it should exercise or refrain from exercising any rights, powers and discretions and the Security Agent may refrain from acting unless and until those instructions or clarification are received by it.
(g) The Security Agent may, in the absence of any instructions to the contrary, take such action in the exercise of any of its duties under the Finance Documents which in its absolute discretion it considers to be for the protection and benefit of all of the Finance Parties.
(h) The Security Agent may, and shall if so directed by the Agent at any time after receipt by the Security Agent of notice pursuant to Clause 23.18 (Acceleration), enforce the Transaction Security in accordance with the terms of the Security Documents. The Security Agent may take such action as in its sole discretion it thinks fit to enforce the Transaction Security.
Appears in 2 contracts
Sources: Facility Agreement (Kronos International Inc), Facility Agreement (Kronos International Inc)
Majority Lenders’ instructions. (a) Unless a contrary indication appears in a Finance Document, the Agent and Security COFACE Agent shall (i) act exercise any right, power, authority or discretion vested in it as COFACE 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 Agent or as Security COFACE Agent) and (ii) not be liable 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 LendersFinance Parties other than the Security Agent and the U.S. Collateral Agent.
(c) The Agent and the Security COFACE Agent may refrain from acting in accordance with the instructions of the Majority Lenders (or, if appropriate, the Lenders or, if appropriate, the Majority Creditors) (including any instruction to begin any legal actions or proceedings arising out of or in connection with the Finance DocumentsLenders) until it has received any indemnification and/or such security that as it may in its absolute discretion require for any cost, loss or liability (whether by way of payment in advance or otherwisetogether with any associated VAT) for all costs, losses and liabilities which it may incur in bringing such action or proceedingscomplying with the instructions.
(d) In the absence of instructions from the Majority Lenders, (or, if appropriate, the Lenders or, if appropriate, the Majority CreditorsLenders) the COFACE Agent may act (or refrain from taking action) as it considers to be in the best interest of the Lenders.
(e) The COFACE Agent is not 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.
. This paragraph (fe) The Security Agent shall be entitled not apply to request instructions, any legal or clarification of any direction, from the Majority Lenders (or, if appropriate, the Lenders or, if appropriate, the Majority Creditors) as to whether, and in what manner, it should exercise or refrain from exercising any rights, powers and discretions and the Security Agent may refrain from acting unless and until those instructions or clarification are received by it.
(g) The Security Agent may, in the absence of any instructions arbitration proceeding relating to the contraryperfection, take such action in the exercise preservation or protection of any of its duties rights under the Finance Documents which in its absolute discretion it considers to be for the protection and benefit of all of the Finance Parties.
(h) The Security Agent may, and shall if so directed by the Agent at any time after receipt by the Security Agent of notice pursuant to Clause 23.18 (Acceleration), enforce the Transaction Security in accordance with the terms Documents or enforcement of the Transaction Security or Transaction Security Documents. The Security Agent may take such action as in its sole discretion it thinks fit to enforce the Transaction Security.
Appears in 2 contracts
Sources: Supplemental Agreement (Iridium Communications Inc.), Supplemental Agreement (Iridium Communications Inc.)
Majority Lenders’ instructions. (a) Unless The Agent shall:
(i) unless a contrary indication appears in a Finance Document, the Agent and Security Agent shall (i) act in accordance with any instructions given to it by the Majority Lenders (or, if so instructed by the Majority Lenders, exercise or refrain from acting or exercising any right, power, authority or discretion vested in it as Agent or as Security Agentin accordance with any instructions given to it by:
(A) and all Lenders if the relevant Finance Document stipulates the matter is an all-Lender decision; and
(B) in all other cases, the Majority Lenders; and
(ii) not be liable for any act (or omission) if it acts (or refrains from taking any actionacting) in accordance with such an instruction of the Majority Lendersparagraph (i) above.
(b) Unless The Agent shall be entitled to request instructions, or clarification of any instruction, from the Majority Lenders (or, if the relevant Finance Document stipulates the matter is a decision for any other Lender or group of Lenders, from that Lender or group of Lenders) as to whether, and in what manner, it should exercise or refrain from exercising any right, power, authority or discretion. The Agent may refrain from acting unless and until it receives any such instructions or clarification that it has requested.
(c) Save in the case of decisions stipulated to be a matter for any other Lender or group of Lenders under the relevant Finance Document and unless a contrary indication appears in a Finance Document, any instructions given to the Agent by the Majority Lenders shall override any conflicting instructions given by any other Parties and will be binding on all the LendersFinance Parties.
(cd) The Agent and the Security Agent may refrain from acting in accordance with the any instructions of the Majority any Lender or group of Lenders (or, if appropriate, the Lenders or, if appropriate, the Majority Creditors) (including any instruction to begin any legal actions or proceedings arising out of or in connection with the Finance Documents) until it has received any indemnification and/or security that it may in its absolute discretion require (whether by way of which may be greater in extent than that contained in the Finance Documents and which may include payment in advance or otherwiseadvance) for all costsany cost, losses and liabilities loss or liability which it may incur in bringing such action or proceedingscomplying with those instructions.
(de) In the absence of instructions from the Majority Lendersinstructions, (or, if appropriate, the Lenders or, if appropriate, the Majority Creditors) the Agent may act (or refrain from taking actionacting) as it considers in its discretion to be in the best interest of the Lendersappropriate.
(ef) The Agent is not 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.
(f) The Security Agent shall be entitled to request instructions, or clarification of any direction, from the Majority Lenders (or, if appropriate, the Lenders or, if appropriate, the Majority Creditors) as to whether, and in what manner, it should exercise or refrain from exercising any rights, powers and discretions and the Security Agent may refrain from acting unless and until those instructions or clarification are received by it.
(g) The Security Agent may, in the absence of any instructions to the contrary, take such action in the exercise of any of its duties under the Finance Documents which in its absolute discretion it considers to be for the protection and benefit of all of the Finance Parties.
(h) The Security Agent may, and shall if so directed by the Agent at any time after receipt by the Security Agent of notice pursuant to Clause 23.18 (Acceleration), enforce the Transaction Security in accordance with the terms of the Security Documents. The Security Agent may take such action as in its sole discretion it thinks fit to enforce the Transaction Security.
Appears in 2 contracts
Sources: Loan Agreement (PCGI Intermediate Holdings LTD), Facility Agreement (PCGI Intermediate Holdings LTD)
Majority Lenders’ instructions. (a) Unless a contrary indication appears in a Finance Document, the Agent and the Security Agent shall (i) act exercise any right, power, authority or discretion vested in it as Agent or as Security Agent, 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 acting or exercising any right, power, authority or discretion vested in it as Agent or as Security Agent) and (ii) not be liable 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 LendersFinance Parties.
(c) The Agent and or the Security Agent may refrain from acting in accordance with the instructions of the Majority Lenders (or, if appropriate, the Lenders or, if appropriate, the Majority Creditors) (including any instruction to begin any legal actions or proceedings arising out of or in connection with the Finance DocumentsLenders) until it has received any indemnification and/or such security that as it may in its absolute discretion require for any cost, loss or liability (whether by way of payment in advance or otherwisetogether with any associated VAT) for all costs, losses and liabilities which it may incur in bringing such action or proceedingscomplying with the instructions.
(d) In the absence of instructions from the Majority Lenders, (or, if appropriate, the Lenders or, if appropriate, the Majority CreditorsLenders) the Agent and the Security Agent may act (or refrain from taking action) as it considers to be in the best interest of the Lenders.
(e) The Neither the Agent nor the Security Agent is not authorised 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.
(f. This paragraph e) The Security Agent shall be entitled not apply to request instructionsany legal or arbitration proceeding relating to the perfection, preservation or clarification protection of any direction, from the Majority Lenders (or, if appropriate, the Lenders or, if appropriate, the Majority Creditors) as to whether, and in what manner, it should exercise or refrain from exercising any rights, powers and discretions and rights under the Security Agent may refrain from acting unless and until those instructions Documents or clarification are received by it.
(g) The Security Agent may, in the absence of any instructions to the contrary, take such action in the exercise of any of its duties under the Finance Documents which in its absolute discretion it considers to be for the protection and benefit of all of the Finance Parties.
(h) The Security Agent may, and shall if so directed by the Agent at any time after receipt by the Security Agent of notice pursuant to Clause 23.18 (Acceleration), enforce the Transaction Security in accordance with the terms enforcement of the Security Documents. The Security Agent may take such action as in its sole discretion it thinks fit to enforce the Transaction SecurityInterest thereunder.
Appears in 2 contracts
Sources: Facility Agreement (Nordic American Offshore Ltd.), Facility Agreement (Nordic American Offshore Ltd.)
Majority Lenders’ instructions. (a) Unless a contrary indication appears in a Finance Document, the Facility Agent and Security Agent shall shall:
(i) act exercise any right, power, authority or discretion vested in it as Servicing Party 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 Agent or as Security Agent) and a Servicing Party); and
(ii) not be liable 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 LendersFinance Parties.
(c) The Agent and the Security Facility Agent may refrain from acting in accordance with the instructions of the Majority Lenders (or, if appropriate, the Lenders or, if appropriate, the Majority Creditors) (including any instruction to begin any legal actions or proceedings arising out of or in connection with the Finance DocumentsLenders) until it has received any indemnification and/or such security that as it may in its absolute discretion require for any cost, loss or liability (whether by way of payment in advance or otherwisetogether with any associated VAT) for all costs, losses and liabilities which it may incur in bringing such action or proceedingscomplying with the instructions.
(d) In the absence of instructions from the Majority Lenders, Lenders (or, if appropriate, the Lenders or, if appropriateLenders), the Majority CreditorsFacility Agent shall not be obliged to take any action (or refrain from taking action) (even if it considers acting or not acting to be in the best interests of 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 authorised to act on behalf of a Lender or Hedge Counterparty (without first obtaining that Lender’s L▇▇▇▇▇'s or Hedge Counterparty's consent) in any legal or arbitration proceedings relating to any Finance Document.
. This paragraph (fe) The Security Agent shall be entitled not apply to request instructions, any legal or clarification of any direction, from the Majority Lenders (or, if appropriate, the Lenders or, if appropriate, the Majority Creditors) as to whether, and in what manner, it should exercise or refrain from exercising any rights, powers and discretions and the Security Agent may refrain from acting unless and until those instructions or clarification are received by it.
(g) The Security Agent may, in the absence of any instructions arbitration proceedings relating to the contraryperfection, take such action in the exercise preservation or protection of any of its duties rights under the Finance Documents which in its absolute discretion it considers to be for the protection and benefit of all of the Finance Parties.
(h) The Security Agent may, and shall if so directed by the Agent at any time after receipt by the Security Agent of notice pursuant to Clause 23.18 (Acceleration), enforce the Transaction Security in accordance with the terms of the Security Documents. The Security Agent may take such action as in its sole discretion it thinks fit to enforce the or Finance Documents creating Transaction Security.
Appears in 2 contracts
Sources: Term Loan Facility (Ardmore Shipping Corp), Term Loan Facility (Ardmore Shipping Corp)
Majority Lenders’ instructions. (a) Unless a contrary indication appears in a Finance Document, the Agent and Security Agent shall (i) act exercise any right, power, authority or discretion vested in it as 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 Agent or as Security 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. Without prejudice to any other provision hereof, it may also exercise on behalf of the Finance Parties any right, power, authority or discretion in respect of such an matters as it determines to be of a minor technical or administrative or of a non-credit related nature without any 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 LendersFinance Parties other than the Security Agent.
(c) The Agent and the Security Agent may refrain from acting in accordance with the instructions of the Majority Lenders (or, if appropriate, the Lenders or, if appropriate, the Majority Creditors) (including any instruction to begin any legal actions or proceedings arising out of or in connection with the Finance Documentsand Hedge Counterparties) until it has received any indemnification and/or such security that as it may in its absolute discretion require for any cost, loss or liability (whether by way of payment in advance or otherwisetogether with any associated Indirect Tax) for all costs, losses and liabilities which it may incur in bringing such action or proceedingscomplying with the instructions.
(d) In the absence of instructions from the Majority Lenders, (or, if appropriate, the Lenders or, if appropriate, the Majority Creditorsand Hedge Counterparties) the Agent may act (or refrain from taking action) as it considers to be in the best interest of the Lenders.
(e) The Agent is not authorised to act on behalf of a Lender or Hedge Counterparty (without first obtaining that LenderLender or Hedge Counterparty’s consent) in any legal or arbitration proceedings relating to any Finance Document.
. This paragraph (fe) The Security Agent shall be entitled not apply to request instructions, any legal or clarification of any direction, from the Majority Lenders (or, if appropriate, the Lenders or, if appropriate, the Majority Creditors) as to whether, and in what manner, it should exercise or refrain from exercising any rights, powers and discretions and the Security Agent may refrain from acting unless and until those instructions or clarification are received by it.
(g) The Security Agent may, in the absence of any instructions arbitration proceeding relating to the contraryperfection, take such action in the exercise preservation or protection of any of its duties rights under the Finance Documents which in its absolute discretion it considers to be for the protection and benefit of all of the Finance Parties.
(h) The Security Agent may, and shall if so directed by the Agent at any time after receipt by the Security Agent of notice pursuant to Clause 23.18 (Acceleration), enforce the Transaction Security in accordance with the terms Documents or enforcement of the Transaction Security or Transaction Security Documents. The Security Agent may take such action as in its sole discretion it thinks fit to enforce the Transaction Security.
Appears in 2 contracts
Sources: Senior Facilities Agreement (Melco Crown Entertainment LTD), Senior Facilities Agreement (Melco Crown Entertainment LTD)
Majority Lenders’ instructions. (a) Unless a contrary indication appears in a Finance Document, the Facility Agent and Security Agent shall shall:
(i) act exercise any right, power, authority or discretion vested in it as Servicing Party 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 Agent or as Security Agent) and a Servicing Party); and
(ii) not be liable 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 LendersFinance Parties.
(c) The Agent and the Security Facility Agent may refrain from acting in accordance with the instructions of the Majority Lenders (or, if appropriate, the Lenders or, if appropriate, the Majority Creditors) (including any instruction to begin any legal actions or proceedings arising out of or in connection with the Finance DocumentsLenders) until it has received any indemnification and/or such security that as it may in its absolute discretion require for any cost, loss or liability (whether by way of payment in advance or otherwisetogether with any associated VAT) for all costs, losses and liabilities which it may incur in bringing such action or proceedingscomplying with the instructions.
(d) In the absence of instructions from the Majority Lenders, Lenders (or, if appropriate, the Lenders or, if appropriateLenders), the Majority CreditorsFacility Agent shall not be obliged to take any action (or refrain from taking action) (even if it considers acting or not acting to be in the best interests of 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 authorised to act on behalf of a Lender or Hedge Counterparty (without first obtaining that Lender▇▇▇▇▇▇’s or Hedge Counterparty’s consent) in any legal or arbitration proceedings relating to any Finance Document.
. This paragraph (fe) The Security Agent shall be entitled not apply to request instructions, any legal or clarification of any direction, from the Majority Lenders (or, if appropriate, the Lenders or, if appropriate, the Majority Creditors) as to whether, and in what manner, it should exercise or refrain from exercising any rights, powers and discretions and the Security Agent may refrain from acting unless and until those instructions or clarification are received by it.
(g) The Security Agent may, in the absence of any instructions arbitration proceedings relating to the contraryperfection, take such action in the exercise preservation or protection of any of its duties rights under the Finance Documents which in its absolute discretion it considers to be for the protection and benefit of all of the Finance Parties.
(h) The Security Agent may, and shall if so directed by the Agent at any time after receipt by the Security Agent of notice pursuant to Clause 23.18 (Acceleration), enforce the Transaction Security in accordance with the terms of the Security Documents. The Security Agent may take such action as in its sole discretion it thinks fit to enforce the or Finance Documents creating Transaction Security.
Appears in 2 contracts
Sources: Term and Accordion Facilities Agreement (Ardmore Shipping Corp), Term Loan Facility (Ardmore Shipping Corp)
Majority Lenders’ instructions. (a) Unless a contrary indication appears in a Finance Document, the Agent and the Security Agent shall (i) act exercise any right, power, authority or discretion vested in it as Agent or as Security Agent, 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 acting or exercising any right, power, authority or discretion vested in it as Agent or as Security Agent) and (ii) not be liable 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 LendersFinance Parties.
(c) The Agent and or the Security Agent may refrain from acting in accordance with the instructions of the Majority Lenders (or, if appropriate, the Lenders or, if appropriate, the Majority Creditors) (including any instruction to begin any legal actions or proceedings arising out of or in connection with the Finance DocumentsLenders) until it has received any indemnification and/or such security that as it may in its absolute discretion require for any cost, loss or liability (whether by way of payment in advance or otherwisetogether with any associated VAT) for all costs, losses and liabilities which it may incur in bringing such action or proceedingscomplying with the instructions.
(d) In the absence of instructions from the Majority Lenders, (or, if appropriate, the Lenders or, if appropriate, the Majority CreditorsLenders) the Agent and the Security Agent may act (or refrain from taking action) as it considers to be in the best interest of the Lenders.
(e) The Neither the Agent nor the Security Agent is not authorised authorized 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.
(f. This paragraph e) The Security Agent shall be entitled not apply to request instructionsany legal or arbitration proceeding relating to the perfection, preservation or clarification protection of any direction, from the Majority Lenders (or, if appropriate, the Lenders or, if appropriate, the Majority Creditors) as to whether, and in what manner, it should exercise or refrain from exercising any rights, powers and discretions and rights under the Security Agent may refrain from acting unless and until those instructions Documents or clarification are received by it.
(g) The Security Agent may, in the absence of any instructions to the contrary, take such action in the exercise of any of its duties under the Finance Documents which in its absolute discretion it considers to be for the protection and benefit of all of the Finance Parties.
(h) The Security Agent may, and shall if so directed by the Agent at any time after receipt by the Security Agent of notice pursuant to Clause 23.18 (Acceleration), enforce the Transaction Security in accordance with the terms enforcement of the Security Documents. The Security Agent may take such action as in its sole discretion it thinks fit to enforce the Transaction SecurityInterest thereunder.
Appears in 2 contracts
Sources: Facility Agreement (DHT Holdings, Inc.), Facility Agreement (DHT Holdings, Inc.)
Majority Lenders’ instructions. (a) Unless a contrary indication appears in a Finance Document, the Facility Agent and Security Agent shall shall:
(i) act exercise any right, power, authority or discretion vested in it as Servicing Party 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 Agent or as Security Agent) and a Servicing Party); and
(ii) not be liable 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 LendersFinance Parties.
(c) The Agent and the Security Facility Agent may refrain from acting in accordance with the instructions of the Majority Lenders (or, if appropriate, the Lenders or, if appropriate, the Majority Creditors) (including any instruction to begin any legal actions or proceedings arising out of or in connection with the Finance DocumentsLenders) until it has received any indemnification and/or such security that as it may in its absolute discretion require for any cost, loss or liability (whether by way of payment in advance or otherwisetogether with any associated VAT) for all costs, losses and liabilities which it may incur in bringing such action or proceedingscomplying with the instructions.
(d) In the absence of instructions from the Majority Lenders, Lenders (or, if appropriate, the Lenders or, if appropriateLenders), the Majority CreditorsFacility Agent shall not be obliged to take any action (or refrain from taking action) (even if it considers acting or not acting to be in the best interests of 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 authorised to act on behalf of a Lender or Hedge Counterparty (without first obtaining that Lender’s or Hedge Counterparty’s consent) in any legal or arbitration proceedings relating to any Finance Document.
. This paragraph (fe) The Security Agent shall be entitled not apply to request instructions, any legal or clarification of any direction, from the Majority Lenders (or, if appropriate, the Lenders or, if appropriate, the Majority Creditors) as to whether, and in what manner, it should exercise or refrain from exercising any rights, powers and discretions and the Security Agent may refrain from acting unless and until those instructions or clarification are received by it.
(g) The Security Agent may, in the absence of any instructions arbitration proceedings relating to the contraryperfection, take such action in the exercise preservation or protection of any of its duties rights under the Finance Documents which in its absolute discretion it considers to be for the protection and benefit of all of the Finance Parties.
(h) The Security Agent may, and shall if so directed by the Agent at any time after receipt by the Security Agent of notice pursuant to Clause 23.18 (Acceleration), enforce the Transaction Security in accordance with the terms of the Security Documents. The Security Agent may take such action as in its sole discretion it thinks fit to enforce the or Finance Documents creating Transaction Security.
Appears in 2 contracts
Sources: Term Loan Facility (Dorian LPG Ltd.), Term Loan Facility (Dorian LPG Ltd.)
Majority Lenders’ instructions. (a) Unless a contrary indication appears in a Finance Document, the Agent and Security Facility Agent shall (ia) act 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 Agent or as Security Facility Agent) and (iib) not be liable 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 LendersFinance Parties.
(c) The Agent and the Security Facility Agent may refrain from acting in accordance with the instructions of the Majority Lenders (or, if appropriate, the Super Majority Lenders or, if appropriate, or the Majority Creditors) (including any instruction to begin any legal actions or proceedings arising out of or in connection with the Finance DocumentsLenders) until it has received any indemnification and/or such security that as it may in its absolute discretion require for any cost, loss or liability (whether by way of payment in advance or otherwisetogether with any associated VAT) for all costs, losses and liabilities which it may incur in bringing such action or proceedingscomplying with the instructions.
(d) In the absence of instructions from the Majority Lenders, (or, if appropriate, the Super Majority Lenders or, if appropriate, or the Majority CreditorsLenders) 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 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.
. This paragraph (fe) The Security Agent shall be entitled not apply to request instructions, any legal or clarification of any direction, from the Majority Lenders (or, if appropriate, the Lenders or, if appropriate, the Majority Creditors) as to whether, and in what manner, it should exercise or refrain from exercising any rights, powers and discretions and the Security Agent may refrain from acting unless and until those instructions or clarification are received by it.
(g) The Security Agent may, in the absence of any instructions arbitration proceeding relating to the contraryperfection, take such action in the exercise preservation or protection of any of its duties rights under the Finance Documents which in its absolute discretion it considers to be for the protection and benefit of all of the Finance PartiesDocuments.
(h) The Security Agent may, and shall if so directed by the Agent at any time after receipt by the Security Agent of notice pursuant to Clause 23.18 (Acceleration), enforce the Transaction Security in accordance with the terms of the Security Documents. The Security Agent may take such action as in its sole discretion it thinks fit to enforce the Transaction Security.
Appears in 2 contracts
Sources: Senior Facilities Agreement (Sirona Dental Systems, Inc.), Senior Facilities Agreement (Sirona Dental Systems, Inc.)
Majority Lenders’ instructions. (a) Unless a contrary indication appears in a Finance Document, the Facility Agent and Security Agent shall shall:
(i) act exercise any right, power, authority or discretion vested in it as Servicing Bank 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 Agent or as Security Agent) and a Servicing Bank); and
(ii) not be liable 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 LendersFinance Parties.
(c) The Agent and the Security Facility Agent may refrain from acting in accordance with the instructions of the Majority Lenders (or, if appropriate, the Lenders or, if appropriate, the Majority Creditors) (including any instruction to begin any legal actions or proceedings arising out of or in connection with the Finance DocumentsLenders) until it has received any indemnification and/or such security that as it may in its absolute discretion require for any cost, loss or liability (whether by way of payment in advance or otherwisetogether with any associated VAT) for all costs, losses and liabilities which it may incur in bringing such action or proceedingscomplying with the instructions.
(d) In the absence of instructions from the Majority Lenders, Lenders (or, if appropriate, the Lenders or, if appropriateLenders), the Majority CreditorsFacility Agent shall not be obliged to take any action (or refrain from taking action) (even if it considers acting or not acting to be in the best interests of 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 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.
. This paragraph (fe) The Security Agent shall be entitled not apply to request instructions, any legal or clarification of any direction, from the Majority Lenders (or, if appropriate, the Lenders or, if appropriate, the Majority Creditors) as to whether, and in what manner, it should exercise or refrain from exercising any rights, powers and discretions and the Security Agent may refrain from acting unless and until those instructions or clarification are received by it.
(g) The Security Agent may, in the absence of any instructions arbitration proceedings relating to the contraryperfection, take such action in the exercise preservation or protection of any of its duties rights under the Finance Documents which in its absolute discretion it considers to be for the protection and benefit of all of the Finance Parties.
(h) The Security Agent may, and shall if so directed by the Agent at any time after receipt by the Security Agent of notice pursuant to Clause 23.18 (Acceleration), enforce the Transaction Security in accordance with the terms of the Security Documents. The Security Agent may take such action as in its sole discretion it thinks fit to enforce the or Finance Documents creating Transaction Security.
Appears in 2 contracts
Sources: Term Loan Facility (Ardmore Shipping Corp), Term Loan Facility (Ardmore Shipping Corp)
Majority Lenders’ instructions. (a) Unless a contrary indication appears in a Senior Finance Document, each of the Facility Agent and the Security Agent shall (i) act exercise any right, power, authority or discretion vested in it as Facility Agent or Security Agent (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 acting or exercising any right, power, authority or discretion vested in it as Facility Agent or as Security Agent, as the case may be) and (ii) not be liable 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 Senior Finance Document, any instructions given by the Majority Lenders will be binding on all the LendersFinance Parties.
(c) The Each of the Facility Agent and the Security Agent may refrain from acting in accordance with the instructions of the Majority Lenders (or, if appropriate, the Lenders or, if appropriate, the Majority Creditors) (including any instruction to begin any legal actions or proceedings arising out of or in connection with the Finance DocumentsLenders) until it has received any indemnification and/or such security that or collateral as it may in its absolute discretion require for any cost, loss or liability (whether by way of payment in advance or otherwisetogether with any associated VAT) for all costs, losses and liabilities which it may incur in bringing such action or proceedingscomplying with the instructions.
(d) In the absence of instructions from the Majority Lenders, Lenders (or, if appropriate, the Lenders orLenders), if appropriate, each of the Majority Creditors) Facility Agent and the Security Agent may act (or refrain from taking action) as it considers to be in the best interest of the Lenders.
(e) The Neither the Facility Agent nor the Security Agent is not authorised to act on behalf of a Lender (without first obtaining that Lender’s consent) in any legal or arbitration proceedings relating to any Senior Finance Document.
(f) The Security Agent shall be entitled to request instructions, or clarification of any direction, from the Majority Lenders (or, if appropriate, the Lenders or, if appropriate, the Majority Creditors) as to whether, and in what manner, it should exercise or refrain from exercising any rights, powers and discretions and the Security Agent may refrain from acting unless and until those instructions or clarification are received by it.
(g) The Security Agent may, in the absence of any instructions to the contrary, take such action in the exercise of any of its duties under the Finance Documents which in its absolute discretion it considers to be for the protection and benefit of all of the Finance Parties.
(h) The Security Agent may, and shall if so directed by the Agent at any time after receipt by the Security Agent of notice pursuant to Clause 23.18 (Acceleration), enforce the Transaction Security in accordance with the terms of the Security Documents. The Security Agent may take such action as in its sole discretion it thinks fit to enforce the Transaction Security.
Appears in 2 contracts
Sources: Fleet Financing Facility Agreement (Avis Budget Group, Inc.), Avis Europe Interim Fleet Financing Facility Agreement (Avis Budget Group, Inc.)
Majority Lenders’ instructions. (a) Unless a contrary indication appears in a Finance Document, the Agent and Security Agent shall (i) act exercise any right, power, authority or discretion vested in it as 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 Agent or as Security Agent) and (ii) not be liable 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 LendersFinance Parties other than the Security Trustee.
(c) The Agent and the Security Agent may refrain from acting in accordance with the instructions of the Majority Lenders (or, if appropriate, the Lenders or, if appropriate, the Majority Creditors) (including any instruction to begin any legal actions or proceedings arising out of or in connection with the Finance DocumentsLenders) until it has received any indemnification and/or such security that as it may in its absolute discretion require for any cost, loss or liability (whether by way of payment in advance or otherwisetogether with any associated VAT) for all costs, losses and liabilities which it may incur in bringing such action or proceedingscomplying with the instructions.
(d) In the absence of instructions from the Majority Lenders, (or, if appropriate, the Lenders or, if appropriate, the Majority CreditorsLenders) the Agent may act (or refrain from taking action) as it considers to be in the best interest of the Lenders.
(e) The Agent is not 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. 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) The Security Agent shall not be entitled required to request instructions, or clarification of take any direction, from the Majority Lenders (or, if appropriate, the Lenders or, if appropriate, the Majority Creditors) as to whether, and in what manner, it should exercise or refrain from exercising any rights, powers and discretions and the Security Agent may refrain from acting unless and until those instructions or clarification are received by it.
(g) The Security Agent mayaction that, in its opinion or the absence of any instructions to the contrary, take such action in the exercise of any opinion of its duties under counsel, may expose the Agent to liability or that is contrary to any Finance Documents which in its absolute discretion it considers to be Document or applicable law, including for the protection and benefit avoidance of all doubt any action that may be in violation of the Finance Partiesautomatic stay under any insolvency or similar proceedings.
(h) The Security Agent may, and shall if so directed by the Agent at any time after receipt by the Security Agent of notice pursuant to Clause 23.18 (Acceleration), enforce the Transaction Security in accordance with the terms of the Security Documents. The Security Agent may take such action as in its sole discretion it thinks fit to enforce the Transaction Security.
Appears in 2 contracts
Sources: Term Facility Agreement (Manchester United PLC), Term Facility Agreement (Manchester United PLC)
Majority Lenders’ instructions. (a) 30.7.1 Unless a contrary indication appears in a Finance Document, the Agent and shall:
(a) exercise any right, power, authority or discretion vested in it as Agent (including giving instructions to the Security Agent shall (iAgent) act 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 Agent or as Security Agent) and ); and
(iib) not be liable 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) 30.7.2 Unless a contrary indication appears in a Finance Document, any instructions given by the Majority Lenders will to the Agent (in relation to any right, power, authority or discretion vested in it as Agent) shall be binding on all the LendersFinance Parties (other than the Security Agent).
(c) 30.7.3 The Agent and the Security Agent may refrain from acting in accordance with the instructions of the Majority Lenders (or, if appropriate, the Lenders or, if appropriate, the Majority Creditors) (including any instruction to begin any legal actions or proceedings arising out of or in connection with the Finance DocumentsLenders) until it has received any indemnification and/or such security that as it may in its absolute discretion require for any cost, loss or liability (whether by way of payment in advance or otherwisetogether with any associated VAT) for all costs, losses and liabilities which it may incur in bringing such action or proceedingscomplying with the instructions.
(d) 30.7.4 In the absence of of, or while awaiting, instructions from the Majority Lenders, Lenders (or, if appropriate, the Lenders orLenders), if appropriate, the Majority Creditors) the Agent may act (or refrain from taking action) as it considers to be in the best interest of the LendersFinance Parties.
(e) 30.7.5 The Agent is not 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. This clause 30.7.5 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 Security Documents.
30.7.6 Neither the Agent nor the Arranger shall be obliged to request any certificate, opinion or other information under clause 19 (fInformation undertakings) The Security unless so required in writing by a Lender, in which case the Agent shall be entitled to promptly make the appropriate request instructions, or clarification of any direction, from the Majority Lenders (or, if appropriate, the Lenders or, if appropriate, the Majority Creditors) as to whether, and in what manner, it should exercise or refrain from exercising any rights, powers and discretions and the Security Agent may refrain from acting unless and until those instructions or clarification are received by it.
(g) The Security Agent may, in the absence of any instructions to the contrary, take such action in the exercise of any of its duties under the Finance Documents which in its absolute discretion it considers to be for the protection and benefit of all of the Finance Parties.
(h) The Security Agent may, and shall Borrower if so directed by the Agent at any time after receipt by the Security Agent of notice pursuant to Clause 23.18 (Acceleration), enforce the Transaction Security such request would be in accordance with the terms of the Security Documents. The Security Agent may take such action as in its sole discretion it thinks fit to enforce the Transaction Securitythis Agreement.
Appears in 2 contracts
Sources: Facility Agreement (Teekay Tankers Ltd.), Facility Agreement (Teekay Tankers Ltd.)
Majority Lenders’ instructions. (a) Unless a contrary indication appears in a Finance Document, the Agent and Security Agent shall (i) act exercise any right, power, authority or discretion vested in it as 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 Agent or as Security Agent) and (ii) not be liable 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) The Agent shall be entitled to request instructions, or clarification of any instruction, from the Majority Lenders (or, if the relevant Finance Document stipulates the matter is a decision for any other Lender or group of Lenders, from that Lender or group of Lenders) as to whether, and in what manner, it should exercise or refrain from exercising any right, power, authority or discretion and the Agent may refrain from acting unless and until it receives any such instructions or clarification that it has requested.
(c) Unless a contrary indication appears in a Finance Document, any instructions given by the Majority Lenders will be binding on all the LendersFinance Parties.
(cd) The Agent and the Security Agent may refrain from acting in accordance with the instructions of the Majority Lenders (or, if appropriate, the Lenders or, if appropriate, the Majority Creditors) (including any instruction to begin any legal actions or proceedings arising out of or in connection with the Finance DocumentsLenders) until it has received any indemnification and/or such security that as it may in its absolute discretion require for any cost, loss or liability (whether by way of payment in advance or otherwisetogether with any associated VAT) for all costs, losses and liabilities which it may incur in bringing such action or proceedingscomplying with the instructions.
(de) In the absence of instructions from the Majority Lenders, (or, if appropriate, the Lenders or, if appropriate, the Majority CreditorsLenders) the Agent may act (or refrain from taking action) as it considers to be in the best interest of the Lenders.
(ef) The Agent is not 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.
(f) The Security Agent shall be entitled to request instructions, or clarification of any direction, from the Majority Lenders (or, if appropriate, the Lenders or, if appropriate, the Majority Creditors) as to whether, and in what manner, it should exercise or refrain from exercising any rights, powers and discretions and the Security Agent may refrain from acting unless and until those instructions or clarification are received by it.
(g) The Security Agent may, in the absence of any instructions to the contrary, take such action in the exercise of any of its duties under the Finance Documents which in its absolute discretion it considers to be for the protection and benefit of all of the Finance Parties.
(h) The Security Agent may, and shall if so directed by the Agent at any time after receipt by the Security Agent of notice pursuant to Clause 23.18 (Acceleration), enforce the Transaction Security in accordance with the terms of the Security Documents. The Security Agent may take such action as in its sole discretion it thinks fit to enforce the Transaction Security.
Appears in 2 contracts
Sources: Revolving Facilities Agreement (Molson Coors Brewing Co), Unsecured Uncommitted Revolving Facilities Agreement (Molson Coors Brewing Co)
Majority Lenders’ instructions. (a) Unless a contrary indication appears in a Finance Document, the Agent and Security COFACE Agent shall (i) act exercise any right, power, authority or discretion vested in it as COFACE 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 Agent or as Security COFACE Agent) and (ii) not be liable 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 LendersFinance Parties other than the Security Agent and the U.S. Collateral Agent.
(c) The Agent and the Security COFACE Agent may refrain from acting in accordance with the instructions of the Majority Lenders (or, if appropriate, the Lenders or, if appropriate, the Majority Creditors) (including any instruction to begin any legal actions or proceedings arising out of or in connection with the Finance DocumentsLenders) until it has received any indemnification and/or such security that as it may in its absolute discretion require for any cost, loss or liability (whether by way of payment in advance or otherwisetogether with any associated VAT) for all costs, losses and liabilities which it may incur in bringing such action or proceedingscomplying with the instructions.
(d) In the absence of instructions from the Majority Lenders, (or, if appropriate, the Lenders or, if appropriate, the Majority CreditorsLenders) the COFACE Agent may act (or refrain from taking action) as it considers to be in the best interest of the Lenders.
(e) The COFACE Agent is not 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.
. This paragraph (fe) The Security Agent shall be entitled not apply to request instructions, any legal or clarification of any direction, from the Majority Lenders (or, if appropriate, the Lenders or, if appropriate, the Majority Creditors) as to whether, and in what manner, it should exercise or refrain from exercising any rights, powers and discretions and the Security Agent may refrain from acting unless and until those instructions or clarification are received by it.
(g) The Security Agent may, in the absence of any instructions arbitration proceeding relating to the contraryperfection, take such action in the exercise preservation or protection of any of its duties rights under the Finance Documents which in its absolute discretion it considers to be for the protection and benefit of all of the Finance Parties.
(h) The Security Agent may, and shall if so directed by the Agent at any time after receipt by the Security Agent of notice pursuant to Clause 23.18 (Acceleration), enforce the Transaction Security in accordance with the terms Documents or enforcement of the Transaction Security or Transaction Security Documents. The Security Agent may take such action as in its sole discretion it thinks fit to enforce the Transaction Security.
Appears in 2 contracts
Sources: Loan Agreement (Iridium Communications Inc.), Facility Agreement (Iridium Communications Inc.)
Majority Lenders’ instructions. (a) Unless a contrary indication appears in a Finance Document, the Agent and Security BPIAE Agent shall (i) act exercise any right, power, authority or discretion vested in it as BPIAE 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 Agent or as Security BPIAE Agent) and (ii) not be liable 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 LendersFinance Parties other than the Security Agent and the U.S. Collateral Agent.
(c) The Agent and the Security BPIAE Agent may refrain from acting in accordance with the instructions of the Majority Lenders (or, if appropriate, the Lenders or, if appropriate, the Majority Creditors) (including any instruction to begin any legal actions or proceedings arising out of or in connection with the Finance DocumentsLenders) until it has received any indemnification and/or such security that as it may in its absolute discretion require for any cost, loss or liability (whether by way of payment in advance or otherwisetogether with any associated VAT) for all costs, losses and liabilities which it may incur in bringing such action or proceedingscomplying with the instructions.
(d) In the absence of instructions from the Majority Lenders, (or, if appropriate, the Lenders or, if appropriate, the Majority CreditorsLenders) the BPIAE Agent may act (or refrain from taking action) as it considers to be in the best interest of the Lenders.
(e) The BPIAE Agent is not 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.
. This paragraph (fe) The Security Agent shall be entitled not apply to request instructions, any legal or clarification of any direction, from the Majority Lenders (or, if appropriate, the Lenders or, if appropriate, the Majority Creditors) as to whether, and in what manner, it should exercise or refrain from exercising any rights, powers and discretions and the Security Agent may refrain from acting unless and until those instructions or clarification are received by it.
(g) The Security Agent may, in the absence of any instructions arbitration proceeding relating to the contraryperfection, take such action in the exercise preservation or protection of any of its duties rights under the Finance Documents which in its absolute discretion it considers to be for the protection and benefit of all of the Finance Parties.
(h) The Security Agent may, and shall if so directed by the Agent at any time after receipt by the Security Agent of notice pursuant to Clause 23.18 (Acceleration), enforce the Transaction Security in accordance with the terms Documents or enforcement of the Transaction Security or Transaction Security Documents. The Security Agent may take such action as in its sole discretion it thinks fit to enforce the Transaction Security.
Appears in 2 contracts
Sources: Supplemental Agreement (Iridium Communications Inc.), Supplemental Agreement (Iridium Communications Inc.)
Majority Lenders’ instructions. (a) Unless a contrary indication appears in a Finance Document, the Agent and Security Agent shall shall:
(i) act exercise any right, power, authority or discretion vested in it as 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 Agent or as Security Agent) and ); and
(ii) not be liable 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 to the Agent (in relation to any right, power, authority or discretion vested in it as Agent) shall be binding on all the LendersFinance Parties.
(c) The Agent and the Security Agent may refrain from acting in accordance with the instructions of the Majority Lenders (or, if appropriate, the Lenders or, if appropriate, the Majority Creditors) (including any instruction to begin any legal actions or proceedings arising out of or in connection with the Finance DocumentsLenders) until it has received any indemnification and/or such security that as it may in its absolute discretion require for any cost, loss or liability (whether by way of payment in advance or otherwisetogether with any associated VAT) for all costs, losses and liabilities which it may incur in bringing such action or proceedingscomplying with the instructions.
(d) In the absence of of, or while awaiting, instructions from the Majority Lenders, Lenders (or, if appropriate, the Lenders orLenders), if appropriate, the Majority Creditors) the Agent may act (or refrain from taking action) as it considers to be in the best interest of the LendersFinance Parties.
(e) The Agent is not authorised to act on behalf of a Lender (without first obtaining that Lender▇▇▇▇▇▇’s consent) or any Hedging Provider in any legal or arbitration proceedings relating to any Finance Document. This clause 34.7(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 Security Documents.
(f) The Security Neither the Agent nor any Arranger shall be obliged to request any certificate, opinion or other information under clause 19 (Information undertakings) unless so required in writing by a Lender or any Hedging Provider, in which case the Agent shall be entitled to promptly make the appropriate request instructions, or clarification of any direction, from the Majority Lenders (or, if appropriate, the Lenders or, if appropriate, the Majority Creditors) as to whether, and in what manner, it should exercise or refrain from exercising any rights, powers and discretions and the Security Agent may refrain from acting unless and until those instructions or clarification are received by it.
(g) The Security Agent may, in the absence of any instructions to the contrary, take such action in the exercise of any of its duties under the Finance Documents which in its absolute discretion it considers to be for the protection and benefit of all of the Finance Parties.
(h) The Security Agent may, and shall Borrowers if so directed by the Agent at any time after receipt by the Security Agent of notice pursuant to Clause 23.18 (Acceleration), enforce the Transaction Security such request would be in accordance with the terms of the Security Documents. The Security Agent may take such action as in its sole discretion it thinks fit to enforce the Transaction Securitythis Agreement.
Appears in 1 contract
Majority Lenders’ instructions. (a) Unless a contrary indication appears in a Finance Document, the Agent and Security Agent shall shall:
(i) act exercise any right, power, authority or discretion vested in it as Agent in accordance with any instructions given to it by the Majority Lenders (orwho are not Defaulting Lenders)(or, if so instructed by the such Majority Lenders, refrain from acting or exercising any right, power, authority or discretion vested in it as Agent or as Security Agent) and ); and
(ii) not be liable for any act (or omission) if it acts (or refrains from taking any action) in accordance with such an instruction of the such Majority Lenders.
(b) Unless a contrary indication appears in a Finance Document, any instructions given by the Majority Lenders will (who are not Defaulting Lenders)will be binding on all the LendersFinance Parties.
(c) The Agent and the Security Agent may refrain from acting in accordance with the instructions of the Majority Lenders (who are not Defaulting Lenders) (or, if appropriate, the Lenders or, if appropriate, the Majority CreditorsLenders) or under paragraph (including any instruction to begin any legal actions or proceedings arising out of or in connection with the Finance Documentsd) below until it has received any indemnification and/or such security that as it may in its absolute discretion require for any cost, loss or liability (whether by way of payment in advance or otherwisetogether with any associated Consumption Tax) for all costs, losses and liabilities which it may incur in bringing such action or proceedingscomplying with the instructions.
(d) In the absence of instructions from the Majority Lenders, Lenders (or, if appropriate, the Lenders or, if appropriate, the Majority CreditorsLenders) the Agent may act (or refrain from taking action) as it considers to be in the best interest of the Lenders.
(e) The Agent is not 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.
(f) The Security Agent shall be entitled to request instructions, or clarification of any direction, from the Majority Lenders (or, if appropriate, the Lenders or, if appropriate, the Majority Creditors) as to whether, and in what manner, it should exercise or refrain from exercising any rights, powers and discretions and the Security Agent may refrain from acting unless and until those instructions or clarification are received by it.
(g) The Security Agent may, in the absence of any instructions to the contrary, take such action in the exercise of any of its duties under the Finance Documents which in its absolute discretion it considers to be for the protection and benefit of all of the Finance Parties.
(h) The Security Agent may, and shall if so directed by the Agent at any time after receipt by the Security Agent of notice pursuant to Clause 23.18 (Acceleration), enforce the Transaction Security in accordance with the terms of the Security Documents. The Security Agent may take such action as in its sole discretion it thinks fit to enforce the Transaction Security.
Appears in 1 contract
Sources: Facility Agreement (Synnex Corp)
Majority Lenders’ instructions. (a) Unless a contrary indication appears in a Bridge Finance Document, the Agent and Security Bridge Facility Agent shall (ia) act exercise any right, power, authority or discretion vested in it as Bridge 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 Agent or as Security Bridge Facility Agent) and (iib) not be liable 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 Bridge Finance Document, any instructions given by the Majority Lenders will be binding on all the LendersFinance Parties.
(c) The Agent and the Security Bridge Facility Agent may refrain from acting in accordance with the instructions of the Majority Lenders (or, if appropriate, the Lenders or, if appropriate, the Majority Creditors) (including any instruction to begin any legal actions or proceedings arising out of or in connection with the Finance DocumentsLenders) until it has received any indemnification and/or such security that as it may in its absolute discretion require for any cost, loss or liability (whether by way of payment in advance or otherwisetogether with any associated VAT) for all costs, losses and liabilities which it may incur in bringing such action or proceedingscomplying with the instructions.
(d) In the absence of instructions from the Majority Lenders, (or, if appropriate, the Lenders or, if appropriate, the Majority CreditorsLenders) the Bridge Facility Agent may act (or refrain from taking action) as it considers to be in the best interest of the Lenders.
(e) The Bridge Facility Agent is not 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 Bridge Finance Document.
. This paragraph (fe) The Security Agent shall be entitled not apply to request instructions, any legal or clarification of any direction, from the Majority Lenders (or, if appropriate, the Lenders or, if appropriate, the Majority Creditors) as to whether, and in what manner, it should exercise or refrain from exercising any rights, powers and discretions and the Security Agent may refrain from acting unless and until those instructions or clarification are received by it.
(g) The Security Agent may, in the absence of any instructions arbitration proceeding relating to the contraryperfection, take such action in the exercise preservation or protection of any of its duties rights under the Finance Documents which in its absolute discretion it considers to be for the protection and benefit of all of the Finance Parties.
(h) The Security Agent may, and shall if so directed by the Agent at any time after receipt by the Security Agent of notice pursuant to Clause 23.18 (Acceleration), enforce the Transaction Security in accordance with the terms Documents or enforcement of the Transaction Security or Transaction Security Documents. The Security Agent may take such action as in its sole discretion it thinks fit to enforce the Transaction Security.
Appears in 1 contract
Sources: Bridge Facility Agreement (Nordic Telephone CO ApS)
Majority Lenders’ instructions. (a) Unless a contrary indication appears in a Finance Document, the Facility Agent and Security Agent shall shall:
(i) act exercise any right, power, authority or discretion vested in it as Servicing Bank 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 Agent or as Security Agent) and a Servicing Bank); and
(ii) not be liable 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 LendersFinance Parties.
(c) The Agent and the Security Facility Agent may refrain from acting in accordance with the instructions of the Majority Lenders (or, if appropriate, the Lenders or, if appropriate, the Majority Creditors) (including any instruction to begin any legal actions or proceedings arising out of or in connection with the Finance DocumentsLenders) until it has received any indemnification and/or such security that as it may in its absolute discretion require for any cost, loss or liability (whether by way of payment in advance or otherwisetogether with any associated VAT) for all costs, losses and liabilities which it may incur in bringing such action or proceedingscomplying with the instructions.
(d) In the absence of instructions from the Majority Lenders, Lenders (or, if appropriate, the Lenders or, if appropriateLenders), the Majority CreditorsFacility Agent shall not be obliged to take any action (or refrain from taking action) (even if it considers acting or not acting to be in the best interests of 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 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.
. This paragraph (fe) The Security Agent shall be entitled not apply to request instructions, any legal or clarification of any direction, from the Majority Lenders (or, if appropriate, the Lenders or, if appropriate, the Majority Creditors) as to whether, and in what manner, it should exercise or refrain from exercising any rights, powers and discretions and the Security Agent may refrain from acting unless and until those instructions or clarification are received by it.
(g) The Security Agent may, in the absence of any instructions arbitration proceedings relating to the contraryperfection, take such action in the exercise preservation or protection of any of its duties rights under the Finance Documents which in its absolute discretion it considers to be for the protection and benefit of all of the Finance Parties.
(h) The Security Agent may, and shall if so directed by the Agent at any time after receipt by the Security Agent of notice pursuant to Clause 23.18 (Acceleration), enforce the Transaction Security in accordance with the terms of the Security Documents. The Security Agent may take such action as in its sole discretion it thinks fit to enforce the or Finance Documents creating Transaction Security.
Appears in 1 contract
Majority Lenders’ instructions. (a) Unless a contrary indication appears in a Finance DocumentDocument (including, but not limited to, clause 46.2 (Exceptions)), the Facility Agent and Security Agent shall shall:
(i) act exercise any right, power, authority or discretion vested in it as Facility Agent (including giving instructions to the Security 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 Agent or as Security Facility Agent) and ); and
(ii) not be liable 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 DocumentDocument (including, but not limited to, clause 46.2 (Exceptions)), any instructions given by the Majority Lenders will to the Facility Agent (in relation to any right, power, authority or discretion vested in it as Facility Agent) shall be binding on all the LendersFinance Parties (other than the Security Agent).
(c) The Agent and the Security Facility Agent may refrain from acting in accordance with the instructions of the Majority Lenders (or, if appropriate, the Lenders or, if appropriate, the Majority Creditors) (including any instruction to begin any legal actions or proceedings arising out of or in connection with the Finance DocumentsLenders) until it has received any indemnification and/or such security that as it may in its absolute discretion require for any cost, loss or liability (whether by way of payment in advance or otherwisetogether with any associated Indirect Tax) for all costs, losses and liabilities which it may incur in bringing such action or proceedingscomplying with the instructions.
(d) In the absence of of, or while awaiting, instructions from the Majority Lenders, Lenders (or, if appropriate, the Lenders or, if appropriateLenders), the Majority Creditors) the Facility Agent may act (or refrain from taking action) as it considers to be in the best interest of the LendersFinance Parties.
(e) The Facility Agent is not authorised to act on behalf of a Lender or any Hedging Bank (without first obtaining that Lender’s or that Hedging Bank’s consent) in any legal or arbitration proceedings relating to any Finance Document. This clause 37.7(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 Security Documents.
(f) The Security Facility Agent shall not be entitled obliged to request instructionsany certificate, opinion or clarification of other information under clause 20 (Information undertakings) unless so required in writing by a Lender or any direction, from the Majority Lenders (or, if appropriate, the Lenders or, if appropriate, the Majority Creditors) as to whether, and in what manner, it should exercise or refrain from exercising any rights, powers and discretions and the Security Agent may refrain from acting unless and until those instructions or clarification are received by it.
(g) The Security Agent mayHedging Bank, in which case the absence of any instructions to Facility Agent shall promptly make the contrary, take such action in the exercise of any of its duties under the Finance Documents which in its absolute discretion it considers to be for the protection and benefit of all appropriate request of the Finance Parties.
(h) The Security Agent may, and shall Borrower if so directed by the Agent at any time after receipt by the Security Agent of notice pursuant to Clause 23.18 (Acceleration), enforce the Transaction Security such request would be in accordance with the terms of this Agreement.
37.8 Responsibility for documentation and other matters The Facility Agent:
(a) is not responsible for the adequacy, accuracy and/or completeness of any information (whether oral or written) supplied by the Facility Agent, an Obligor or any other person given in or in connection with any Finance Document or the transactions contemplated in the Finance Documents or of any representations in any Finance Document or of any copy of any document delivered under any Finance Document;
(b) is not responsible for the legality, validity, effectiveness, adequacy or enforceability of any Finance Document or any Project Agreement or any other agreement, arrangement or document entered into, made or executed in anticipation of or in connection with any Finance Document or any Project Agreement;
(c) is not responsible for the application of any Basel 2 Regulation to the transactions contemplated by the Finance Documents;
(d) is not responsible for any loss to the Trust Property arising in consequence of the failure, depreciation or loss of any Charged Property or any investments made or retained in good faith or by reason of any other matter or thing;
(e) is not obliged to account to any person for any sum or the profit element of any sum received by it for its own account;
(f) is not responsible for the failure of any Obligor or any other party to perform its obligations under any Finance Document, Project Agreement or the financial condition of any such person;
(g) is not responsible to ascertain whether all deeds and documents which should have been deposited with it (or the Security Agent) under or pursuant to any of the Security Documents have been so deposited;
(h) is not responsible to investigate or make any enquiry into the title of any Obligor or any other party to any of the Charged Property or any of its other property or assets;
(i) is not responsible for the failure to register any of the Security Documents with the Registrar of Companies or any other public office;
(j) is not responsible for the failure to register any of the Security Documents in accordance with the provisions of the documents of title of any Obligor or any other party to any of the Charged Property;
(k) is not responsible for the failure to take or require any Obligor or any other party to take any steps to render any of the Security Documents effective as regards property or assets outside England or Wales or to secure the creation of any ancillary charge under the laws of the jurisdiction concerned; or
(l) is not (unless it is the same entity as the Security Agent) responsible on account of the failure of the Security Agent to perform or discharge any of its duties or obligations under the Security Documents. The Security Agent may take such action as in its sole discretion it thinks fit to enforce the Transaction Security.
Appears in 1 contract
Majority Lenders’ instructions. (a) Unless a contrary indication appears in a Finance Document, the Agent and Security Agent shall (i) act 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 Agent or as Security Agent) and (ii) not be liable 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 LendersLenders and the Arranger.
(c) The Agent and the Security Agent may refrain from acting in accordance with the instructions of the Majority Lenders (or, if appropriate, the Lenders or, if appropriate, the Majority Creditors) (including any instruction to begin any legal actions or proceedings arising out of or in connection with the Finance Documents) until it has received any indemnification and/or such security that as it may in its absolute discretion require for any cost, loss or liability (whether by way of payment in advance or otherwisetogether with any associated VAT) for all costs, losses and liabilities which it may incur in bringing such action or proceedingscomplying with the instructions.
(d) In the absence of instructions from the Majority Lenders, (or, if appropriate, the Lenders or, if appropriate, the Majority Creditors) the Agent may act (or refrain from taking action) as it considers to be in the best interest of the Lenders.
(e) The Agent is not 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.
(f) The Security Agent shall be entitled to request instructions, or clarification of any direction, from the Majority Lenders (or, if appropriate, the Lenders or, if appropriate, the Majority Creditors) as to whether, and in what manner, it should exercise or refrain from exercising any rights, powers and discretions and the Security Agent may refrain from acting unless and until those instructions or clarification are received by it.
(g) The Security Agent may, in the absence of any instructions to the contrary, take such action in the exercise of any of its duties under the Finance Documents which in its absolute discretion it considers to be for the protection and benefit of all of the Finance Parties.
(h) The Security Agent may, and shall if so directed by the Agent at any time after receipt by the Security Agent of notice pursuant to Clause 23.18 24.18 (Acceleration), enforce the Transaction Security in accordance with the terms of the Security Documents. The Security Agent may take such action as in its sole discretion it thinks fit to enforce the Transaction Security.
Appears in 1 contract
Sources: Facilities Agreement (Octel Corp)
Majority Lenders’ instructions. (a) Unless a contrary indication appears in a Finance DocumentDocument (including, but not limited to, clause 46.2 (Exceptions)), the Facility Agent and Security Agent shall shall:
(i) act exercise any right, power, authority or discretion vested in it as Facility Agent (including giving instructions to the Security 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 Agent or as Security Facility Agent) and ); and
(ii) not be liable 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 DocumentDocument (including, but not limited to, clause 46.2 (Exceptions)), any instructions given by the Majority Lenders will to the Facility Agent (in relation to any right, power, authority or discretion vested in it as Facility Agent) shall be binding on all the LendersFinance Parties (other than the Security Agent).
(c) The Agent and the Security Facility Agent may refrain from acting in accordance with the instructions of the Majority Lenders (or, if appropriate, the Lenders or, if appropriate, the Majority Creditors) (including any instruction to begin any legal actions or proceedings arising out of or in connection with the Finance DocumentsLenders) until it has received any indemnification and/or such security that as it may in its absolute discretion require for any cost, loss or liability (whether by way of payment in advance or otherwisetogether with any associated Indirect Tax) for all costs, losses and liabilities which it may incur in bringing such action or proceedingscomplying with the instructions.
(d) In the absence of of, or while awaiting, instructions from the Majority Lenders, Lenders (or, if appropriate, the Lenders or, if appropriateLenders), the Majority Creditors) the Facility Agent may act (or refrain from taking action) as it considers to be in the best interest of the LendersFinance Parties.
(e) The Facility Agent is not authorised to act on behalf of a Lender or any Hedging Bank (without first obtaining that Lender’s or that Hedging Bank’s consent) in any legal or arbitration proceedings relating to any Finance Document. This clause 37.7(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 Security Documents.
(f) The Security Facility Agent shall not be entitled obliged to request instructionsany certificate, opinion or clarification of other information under clause 20 (Information undertakings) unless so required in writing by a Lender or any direction, from the Majority Lenders (or, if appropriate, the Lenders or, if appropriate, the Majority Creditors) as to whether, and in what manner, it should exercise or refrain from exercising any rights, powers and discretions and the Security Agent may refrain from acting unless and until those instructions or clarification are received by it.
(g) The Security Agent mayHedging Bank, in which case the absence of any instructions to Facility Agent shall promptly make the contrary, take such action in the exercise of any of its duties under the Finance Documents which in its absolute discretion it considers to be for the protection and benefit of all appropriate request of the Finance Parties.
(h) The Security Agent may, and shall Borrower if so directed by the Agent at any time after receipt by the Security Agent of notice pursuant to Clause 23.18 (Acceleration), enforce the Transaction Security such request would be in accordance with the terms of the Security Documents. The Security Agent may take such action as in its sole discretion it thinks fit to enforce the Transaction Securitythis Agreement.
Appears in 1 contract
Majority Lenders’ instructions. (a) Unless a contrary indication appears in a Finance Document, the Agent and Security Agent shall shall:
(i) act exercise any right, power, authority or discretion vested in it as 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 Agent or as Security Agent) and ); and
(ii) not be liable 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 to the Agent (in relation to any right, power, authority or discretion vested in it as Agent) shall be binding on all the LendersFinance Parties.
(c) The Agent and the Security Agent may refrain from acting in accordance with the instructions of the Majority Lenders (or, if appropriate, the Lenders or, if appropriate, the Majority Creditors) (including any instruction to begin any legal actions or proceedings arising out of or in connection with the Finance DocumentsLenders) until it has received any indemnification and/or such security that as it may in its absolute discretion require for any cost, loss or liability (whether by way of payment in advance or otherwisetogether with any associated VAT) for all costs, losses and liabilities which it may incur in bringing such action or proceedingscomplying with the instructions.
(d) In the absence of of, or while awaiting, instructions from the Majority Lenders, Lenders (or, if appropriate, the Lenders orLenders), if appropriate, the Majority Creditors) the Agent may act (or refrain from taking action) as it considers to be in the best interest of the LendersFinance Parties.
(e) The Agent is not authorised to act on behalf of a Lender (without first obtaining that Lender’s ▇▇▇▇▇▇'s consent) or any Hedging Provider in any legal or arbitration proceedings relating to any Finance Document. This clause 35.7(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 Security Documents.
(f) The Security Neither the Agent nor any Arranger shall be obliged to request any certificate, opinion or other information under clause 20 (Information undertakings) unless so required in writing by a Lender or any Hedging Provider, in which case the Agent shall be entitled to promptly make the appropriate request instructions, or clarification of any direction, from the Majority Lenders (or, if appropriate, the Lenders or, if appropriate, the Majority Creditors) as to whether, and in what manner, it should exercise or refrain from exercising any rights, powers and discretions and the Security Agent may refrain from acting unless and until those instructions or clarification are received by it.
(g) The Security Agent may, in the absence of any instructions to the contrary, take such action in the exercise of any of its duties under the Finance Documents which in its absolute discretion it considers to be for the protection and benefit of all of the Finance Parties.
(h) The Security Agent may, and shall Borrowers if so directed by the Agent at any time after receipt by the Security Agent of notice pursuant to Clause 23.18 (Acceleration), enforce the Transaction Security such request would be in accordance with the terms of the Security Documents. The Security Agent may take such action as in its sole discretion it thinks fit to enforce the Transaction Securitythis Agreement.
Appears in 1 contract
Majority Lenders’ instructions. (a) Unless a contrary indication appears in a Finance Document, the Agent and Security Facility Agent shall (i) act 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 Agent or as Security Facility Agent) and (ii) not be liable 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 such instructions so given by the Majority Lenders will be binding on all of the LendersFinance Parties.
(c) The Agent and the Security Facility Agent may refrain from acting in accordance with the instructions of the Majority Lenders (or, if appropriate, the Lenders or, if appropriate, the Majority Creditors) (including any instruction to begin any legal actions or proceedings arising out of or in connection with the Finance Documentsapplicable Lenders) until it has received any indemnification and/or such security that as it may in its absolute discretion require for any cost, loss or liability (whether by way of payment in advance or otherwisetogether with any associated Indirect Tax) for all costs, losses and liabilities which it may incur in bringing complying with such action or proceedingsinstructions.
(d) In the absence of instructions from the Majority Lenders, (or, if appropriate, the Lenders or, if appropriate, the Majority Creditorsapplicable 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 authorised to act on behalf of a Lender Finance Party (without first obtaining that LenderFinance Party’s prior written consent) in any legal or arbitration proceedings relating to any Finance Document.
, provided that (fi) The nothing herein shall prejudice the ability of the Facility Agent to bring, defend or conduct any proceedings in its capacity as Facility Agent (in the name of the Facility Agent) and (ii) this paragraph (e) shall not apply to any legal or arbitral proceedings relating to the perfection, preservation or protection of rights under any Security Agent shall be entitled to request instructions, Document or clarification the enforcement of any direction, from the Majority Lenders (or, if appropriate, the Lenders or, if appropriate, the Majority Creditors) as to whether, and in what manner, it should exercise or refrain from exercising any rights, powers and discretions and the Security Agent may refrain from acting unless and until those instructions or clarification are received by itDocument.
(g) The Security Agent may, in the absence of any instructions to the contrary, take such action in the exercise of any of its duties under the Finance Documents which in its absolute discretion it considers to be for the protection and benefit of all of the Finance Parties.
(h) The Security Agent may, and shall if so directed by the Agent at any time after receipt by the Security Agent of notice pursuant to Clause 23.18 (Acceleration), enforce the Transaction Security in accordance with the terms of the Security Documents. The Security Agent may take such action as in its sole discretion it thinks fit to enforce the Transaction Security.
Appears in 1 contract
Majority Lenders’ instructions. (a) Unless a contrary indication appears in a Finance Document, the Agent and Security Agent shall (ia) act exercise any right, power, authority or discretion vested in it as 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 Agent or as Security Agent) and (iib) not be liable 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 Finance Parties (other than the LendersSecurity Agent).
(c) The Agent and the Security Agent may refrain from acting in accordance with the instructions of the Majority Lenders (or, if appropriate, the Lenders or, if appropriate, the Majority Creditors) (including any instruction to begin any legal actions or proceedings arising out of or in connection with the Finance DocumentsLenders) until it has received any indemnification and/or such security that as it may in its absolute discretion require for any cost, loss or liability (whether by way of payment in advance or otherwisetogether with any associated VAT) for all costs, losses and liabilities which it may incur in bringing such action or proceedingscomplying with the instructions.
(d) In the absence of instructions from the Majority Lenders, Lenders (or, if appropriate, the Super Majority Lenders or, if appropriate, or the Majority CreditorsLenders) the Agent may act (or refrain from taking action) as it considers to be in the best interest of the Lenders.
(e) The Agent is not 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.
. This paragraph (fe) The Security Agent shall be entitled not apply to request instructions, any legal or clarification of any direction, from the Majority Lenders (or, if appropriate, the Lenders or, if appropriate, the Majority Creditors) as to whether, and in what manner, it should exercise or refrain from exercising any rights, powers and discretions and the Security Agent may refrain from acting unless and until those instructions or clarification are received by it.
(g) The Security Agent may, in the absence of any instructions arbitration proceedings relating to the contraryperfection, take such action in the exercise preservation or protection of any of its duties rights under the Finance Documents which in its absolute discretion it considers to be for the protection and benefit of all of the Finance Parties.
(h) The Security Agent may, and shall if so directed by the Agent at any time after receipt by the Security Agent of notice pursuant to Clause 23.18 (Acceleration), enforce the Transaction Security in accordance with Documents or enforcement under the terms of the Transaction Security or Transaction Security Documents. The Security Agent may take such action as in its sole discretion it thinks fit to enforce the Transaction Security.
Appears in 1 contract
Sources: Amending Agreement (Sappi LTD)
Majority Lenders’ instructions. (a) Unless a contrary indication appears in a Finance Document, the Agent and Security Agent shall (i) act exercise any right, power, authority or discretion vested in it as 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 Agent or as Security Agent) and (ii) not be liable for any act (or omission) if it acts (or refrains from taking any action) in accordance with such an instruction of the Majority LendersLenders (or, where otherwise specified in a Finance Document, the applicable Lender(s)).
(b) Unless a contrary indication appears in a Finance Document, any such instructions so given by the Majority Lenders will be binding on all of the LendersFinance Parties.
(c) The Agent and the Security Agent may refrain from acting in accordance with the instructions of the Majority Lenders (or, if appropriate, the Lenders or, if appropriate, the Majority Creditors) (including any instruction to begin any legal actions or proceedings arising out of or in connection with the Finance Documentsapplicable Lenders) until it has received any indemnification and/or such security that as it may in its absolute discretion require for any cost, loss or liability (whether by way of payment in advance or otherwisetogether with any associated Indirect Tax) for all costs, losses and liabilities which it may incur in bringing complying with such action or proceedingsinstructions.
(d) In the absence of instructions from the Majority Lenders, (or, if appropriate, the Lenders or, if appropriate, the Majority Creditorsapplicable Lenders) the Agent may act (or refrain from taking action) as it considers to be in the best interest of the Lenders, provided that (for the avoidance of doubt) the Agent shall not be under any duty to take any action in the absence of such instructions.
(e) The Agent is not 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.
(f) The Security Agent shall be entitled to request instructions, or clarification of any direction, from the Majority Lenders (or, if appropriate, or the Lenders or, if appropriate, the Majority Creditorsapplicable Lender(s)) as to whether, and in what manner, it should exercise or refrain from exercising any rights, powers and discretions and the Security Agent may refrain from acting unless and until those instructions or clarification are received by it.
(gf) The Security Agent may, is not authorised to act on behalf of and in the absence name of a Finance Party (without first obtaining that Finance Party’s prior written consent) in any instructions legal or arbitration proceedings relating to any Finance Document, provided that nothing herein shall prejudice the contraryability of the Agent to bring, take such action defend or conduct any proceedings in its capacity as Agent (in the exercise of any of its duties under the Finance Documents which in its absolute discretion it considers to be for the protection and benefit of all name of the Finance PartiesAgent).
(h) The Security Agent may, and shall if so directed by the Agent at any time after receipt by the Security Agent of notice pursuant to Clause 23.18 (Acceleration), enforce the Transaction Security in accordance with the terms of the Security Documents. The Security Agent may take such action as in its sole discretion it thinks fit to enforce the Transaction Security.
Appears in 1 contract
Majority Lenders’ instructions. (a) Unless a contrary indication appears in a Finance Document, the Agent and Security Agent shall (ia) act exercise any right, power, authority or discretion vested in it as 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 Agent or as Security Agent) and (iib) not be liable 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 Finance Parties (other than the LendersSecurity Agent).
(c) The Agent and the Security Agent may refrain from acting in accordance with the instructions of the Majority Lenders (or, if appropriate, the Lenders or, if appropriate, the Majority Creditors) (including any instruction to begin any legal actions or proceedings arising out of or in connection with the Finance DocumentsLenders) until it has received any indemnification and/or such security that as it may in its absolute discretion require for any cost, loss or liability (whether by way of payment in advance or otherwisetogether with any associated VAT) for all costs, losses and liabilities which it may incur in bringing such action or proceedingscomplying with the instructions.
(d) In the absence of instructions from the Majority Lenders, Lenders (or, if appropriate, the Super Majority Lenders or, if appropriate, or the Majority CreditorsLenders) the Agent may act (or refrain from taking action) as it considers to be in the best interest of the Lenders.
(e) The Agent is not authorised to act on behalf of a Lender (without first obtaining that LenderLe▇▇▇▇’s consent) in any legal or arbitration proceedings relating to any Finance Document.
. This paragraph (fe) The Security Agent shall be entitled not apply to request instructions, any legal or clarification of any direction, from the Majority Lenders (or, if appropriate, the Lenders or, if appropriate, the Majority Creditors) as to whether, and in what manner, it should exercise or refrain from exercising any rights, powers and discretions and the Security Agent may refrain from acting unless and until those instructions or clarification are received by it.
(g) The Security Agent may, in the absence of any instructions arbitration proceedings relating to the contraryperfection, take such action in the exercise preservation or protection of any of its duties rights under the Finance Documents which in its absolute discretion it considers to be for the protection and benefit of all of the Finance Parties.
(h) The Security Agent may, and shall if so directed by the Agent at any time after receipt by the Security Agent of notice pursuant to Clause 23.18 (Acceleration), enforce the Transaction Security in accordance with Documents or enforcement under the terms of the Transaction Security or Transaction Security Documents. The Security Agent may take such action as in its sole discretion it thinks fit to enforce the Transaction Security.
Appears in 1 contract
Sources: Facility Agreement (Sappi LTD)
Majority Lenders’ instructions. (a) Unless a contrary indication appears in a Senior Finance Document, the Agent and Security Facility Agent shall (ia) act 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 Agent or as Security Facility Agent) and (iib) not be liable 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 Senior Finance Document, any instructions given by the Majority Lenders will be binding on all the LendersFinance Parties.
(c) The Agent and the Security Facility Agent may refrain from acting in accordance with the instructions of the Majority Lenders (or, if appropriate, the Lenders or, if appropriate, the Majority Creditors) (including any instruction to begin any legal actions or proceedings arising out of or in connection with the Finance DocumentsLenders) until it has received any indemnification and/or such security that as it may in its absolute discretion require for any cost, loss or liability (whether by way of payment in advance or otherwisetogether with any associated VAT) for all costs, losses and liabilities which it may incur in bringing such action or proceedingscomplying with the instructions.
(d) In the absence of instructions from the Majority Lenders, (or, if appropriate, the Lenders or, if appropriate, the Majority CreditorsLenders) 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 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 Senior Finance Document.
. This paragraph (fe) The Security Agent shall be entitled not apply to request instructions, any legal or clarification of any direction, from the Majority Lenders (or, if appropriate, the Lenders or, if appropriate, the Majority Creditors) as to whether, and in what manner, it should exercise or refrain from exercising any rights, powers and discretions and the Security Agent may refrain from acting unless and until those instructions or clarification are received by it.
(g) The Security Agent may, in the absence of any instructions arbitration proceeding relating to the contraryperfection, take such action in the exercise preservation or protection of any of its duties rights under the Finance Documents which in its absolute discretion it considers to be for the protection and benefit of all of the Finance Parties.
(h) The Security Agent may, and shall if so directed by the Agent at any time after receipt by the Security Agent of notice pursuant to Clause 23.18 (Acceleration), enforce the Transaction Security in accordance with the terms Documents or enforcement of the Transaction Security or Transaction Security Documents. The Security Agent may take such action as in its sole discretion it thinks fit to enforce the Transaction Security.
Appears in 1 contract
Sources: Senior Facilities Agreement (Nordic Telephone CO ApS)
Majority Lenders’ instructions. (a) Unless a contrary indication appears in a Finance Document, the Agent and Security Facility Agent shall (i) act 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 Agent or as Security Facility Agent) and (ii) not be liable 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 such instructions so given by the Majority Lenders will be binding on all of the LendersFinance Parties.
(c) The Agent and the Security Facility Agent may refrain from acting in accordance with the instructions of the Majority Lenders (or, if appropriate, the Lenders or, if appropriate, the Majority Creditors) (including any instruction to begin any legal actions or proceedings arising out of or in connection with the Finance Documentsapplicable Lenders) until it has received any such indemnification and/or security that as it may in its absolute discretion require (whether by way of which may be greater in extent than that contained in the Finance Documents and which may include payment in advance or otherwiseadvance) for all costsany cost, losses and liabilities loss or liability (together with any associated Indirect Tax) which it may incur in bringing complying with such action or proceedingsinstructions.
(d) In the absence of instructions from the Majority Lenders, (or, if appropriate, the Lenders or, if appropriate, the Majority Creditorsapplicable 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 authorised to act on behalf of and in the name of a Lender Finance Party (without first obtaining that LenderFinance Party’s prior written consent) in any legal or arbitration proceedings relating to any Finance Document.
, provided that (fi) The nothing herein shall prejudice the ability of the Facility Agent to bring, defend or conduct any proceedings in its capacity as Facility Agent (in the name of the Facility Agent) and (ii) this paragraph (e) shall not apply to any legal or arbitral proceedings relating to the perfection, preservation or protection of rights under any Security Agent shall be entitled to request instructions, Document or clarification the enforcement of any direction, from the Majority Lenders (or, if appropriate, the Lenders or, if appropriate, the Majority Creditors) as to whether, and in what manner, it should exercise or refrain from exercising any rights, powers and discretions and the Security Agent may refrain from acting unless and until those instructions or clarification are received by itDocument.
(g) The Security Agent may, in the absence of any instructions to the contrary, take such action in the exercise of any of its duties under the Finance Documents which in its absolute discretion it considers to be for the protection and benefit of all of the Finance Parties.
(h) The Security Agent may, and shall if so directed by the Agent at any time after receipt by the Security Agent of notice pursuant to Clause 23.18 (Acceleration), enforce the Transaction Security in accordance with the terms of the Security Documents. The Security Agent may take such action as in its sole discretion it thinks fit to enforce the Transaction Security.
Appears in 1 contract
Sources: Senior Facilities Agreement (OneSmart International Education Group LTD)
Majority Lenders’ instructions. (a) Unless a contrary indication appears in a Finance Document, the Agent and Security Agent shall shall:
(i) act exercise any right, power, authority or discretion vested in it as 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 Agent or as Security Agent) and ); and
(ii) not be liable 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 LendersFinance Parties other than the Security Trustee.
(c) Any Lender may by notice to the Agent divide its Utilisations or Commitments into separate amounts to reflect sub-participation or similar transactions and may require the Agent to count such separate amounts individually in calculating the composition of the Majority Lenders.
(d) The Agent and the Security Agent may refrain from acting in accordance with the instructions of the Majority Lenders (or, if appropriate, the Lenders or, if appropriate, the Majority CreditorsLenders) or under paragraph (including any instruction to begin any legal actions or proceedings arising out of or in connection with the Finance Documentse) below until it has received any indemnification and/or security that such Security as it may in its absolute discretion require for any cost, loss or liability (whether by way of payment in advance or otherwisetogether with any associated Indirect Tax) for all costs, losses and liabilities which it may incur in bringing such action or proceedingscomplying with the instructions.
(de) In the absence of instructions from the Majority Lenders, Lenders (or, if appropriate, the Lenders orLenders), if appropriate, the Majority Creditors) the Agent may act (or refrain from taking action) as it considers to be in the best interest of the Lenders.
(ef) The Agent is not 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.
. This paragraph (f) The Security Agent shall be entitled not apply to request instructionsany legal or arbitration proceeding relating to the perfection, preservation or clarification protection of any direction, from the Majority Lenders (or, if appropriate, the Lenders or, if appropriate, the Majority Creditors) as to whether, and in what manner, it should exercise or refrain from exercising any rights, powers and discretions and rights under the Security Agent may refrain from acting unless and until those instructions Documents or clarification are received by it.
(g) The Security Agent may, in the absence of any instructions to the contrary, take such action in the exercise of any of its duties under the Finance Documents which in its absolute discretion it considers to be for the protection and benefit of all of the Finance Parties.
(h) The Security Agent may, and shall if so directed by the Agent at any time after receipt by the Security Agent of notice pursuant to Clause 23.18 (Acceleration), enforce the Transaction Security in accordance with the terms enforcement of the Security Documents. The Documents or the Security Agent may take such action as in its sole discretion it thinks fit to enforce the Transaction Securitythereunder.
Appears in 1 contract
Sources: Term Facility Agreement (Tongjitang Chinese Medicines Co)
Majority Lenders’ instructions. (a) Unless a contrary indication appears in a Bridge Finance Document, the Agent and Security Bridge Facility Agent shall (ia) act exercise any right, power, authority or discretion vested in it as Bridge 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 Agent or as Security Bridge Facility Agent) and (iib) not be liable 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 Bridge Finance Document, any instructions given by the Majority Lenders will be binding on all the LendersFinance Parties.
(c) The Agent and the Security Bridge Facility Agent may refrain from acting in accordance with the instructions of the Majority Lenders (or, if appropriate, the Lenders or, if appropriate, the Majority Creditors) (including any instruction to begin any legal actions or proceedings arising out of or in connection with the Finance DocumentsLenders) until it has received any indemnification and/or such security that as it may in its absolute discretion require for any cost, loss or liability (whether by way of payment in advance or otherwisetogether with any associated VAT) for all costs, losses and liabilities which it may incur in bringing such action or proceedingscomplying with the instructions.
(d) In the absence of instructions from the Majority Lenders, (or, if appropriate, the Lenders or, if appropriate, the Majority CreditorsLenders) the Bridge Facility Agent may act (or refrain from taking action) as it considers to be in the best interest of the Lenders.
(e) The Bridge Facility Agent is not authorised to act on behalf of a Lender (without first obtaining that Lender’s consent) in any legal or arbitration proceedings relating to any Bridge Finance Document.
. This paragraph (fe) The Security Agent shall be entitled not apply to request instructions, any legal or clarification of any direction, from the Majority Lenders (or, if appropriate, the Lenders or, if appropriate, the Majority Creditors) as to whether, and in what manner, it should exercise or refrain from exercising any rights, powers and discretions and the Security Agent may refrain from acting unless and until those instructions or clarification are received by it.
(g) The Security Agent may, in the absence of any instructions arbitration proceeding relating to the contraryperfection, take such action in the exercise preservation or protection of any of its duties rights under the Finance Documents which in its absolute discretion it considers to be for the protection and benefit of all of the Finance Parties.
(h) The Security Agent may, and shall if so directed by the Agent at any time after receipt by the Security Agent of notice pursuant to Clause 23.18 (Acceleration), enforce the Transaction Security in accordance with the terms Documents or enforcement of the Transaction Security or Transaction Security Documents. The Security Agent may take such action as in its sole discretion it thinks fit to enforce the Transaction Security.
Appears in 1 contract
Sources: Bridge Facility Agreement (Nordic Telephone CO ApS)
Majority Lenders’ instructions. (a) Unless a contrary indication appears in a Finance Document, the Facility Agent and Security or, as the case may be, the Calculation Agent shall (i) act exercise any right, power, authority or discretion vested in it as Facility Agent or, as the case may be, the Calculation 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 or or, as Security the case may be, the Calculation Agent) and (ii) not be liable 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 so given by the Majority Lenders will be binding on all of the LendersFinance Parties.
(c) The Facility Agent and or, as the Security case may be, the Calculation Agent may refrain from acting in accordance with the instructions of the Majority Lenders (or, if appropriate, the Lenders or, if appropriate, or the Majority Creditors) (including any instruction to begin any legal actions or proceedings arising out of or in connection with the Finance Documentsapplicable Lenders) until it has received any indemnification such indemnity and/or security that as it may in its absolute discretion require for any cost, loss or liability (whether by way of payment in advance or otherwisetogether with any associated Indirect Tax) for all costs, losses and liabilities which it may incur in bringing complying with such action or proceedingsinstructions.
(d) In the absence of instructions from the Majority Lenders, (or, if appropriate, the Lenders or the applicable Lenders) the Facility Agent or, if appropriateas the case may be, the Majority Creditors) the Calculation Agent may (but shall not be obligated to) act (or refrain from taking action) as it considers to be in the best interest of the Lenders.
(e) The Facility Agent or, as the case may be, the Calculation Agent is not authorised to act on behalf of and/or in the name of a Lender Finance Party (without first obtaining that LenderFinance Party’s prior written consent) in any legal or arbitration proceedings relating to any Finance Document, provided that nothing herein shall prejudice the ability of the Facility Agent or, as the case may be, the Calculation Agent to bring, defend or conduct any proceedings in its capacity as Facility Agent or, as the case may be, the Calculation Agent (in the name of the Facility Agent or, as the case may be, the Calculation Agent).
(f) The Notwithstanding any other provision of this Agreement, where a Lender gives instructions to the Facility Agent, the Calculation Agent or the Security Agent Agent, it shall not be obliged to exercise its rights (as attributable to different parts of its Commitments in respect of any Tranche and/or its share of the Loans) in the same manner, and may (if it so elects) exercise such rights with respect to such parts in different manners, in which case such Lender shall be entitled treated as more than one Lender each holding such part of such rights as may be specified by such Lender to request instructionsthe Facility Agent, or clarification of any direction, from the Majority Lenders (Calculation Agent or, if appropriateas the case may be, the Lenders or, if appropriate, the Majority Creditors) as to whether, and in what manner, it should exercise or refrain from exercising any rights, powers and discretions and the Security Agent may refrain from acting unless and until those instructions or clarification are received by it.
(g) The Security Agent may, in at the absence of any instructions to the contrary, take such action in the exercise of any of its duties under the Finance Documents which in its absolute discretion it considers to be for the protection and benefit of all time of the Finance Partiesgiving of such instructions.
(h) The Security Agent may, and shall if so directed by the Agent at any time after receipt by the Security Agent of notice pursuant to Clause 23.18 (Acceleration), enforce the Transaction Security in accordance with the terms of the Security Documents. The Security Agent may take such action as in its sole discretion it thinks fit to enforce the Transaction Security.
Appears in 1 contract
Majority Lenders’ instructions. (a) Unless a contrary indication appears in a Finance Document, the Agent and Security Agent shall (i) act exercise any right, power, authority or discretion vested in it as 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 Agent or as Security Agent) and (ii) not be liable 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 LendersFinance Parties other than the Security Agent.
(c) The Agent and the Security Agent may refrain from acting in accordance with the instructions of the Majority Lenders (or, if appropriate, the Lenders or, if appropriate, the Majority Creditors) (including any instruction to begin any legal actions or proceedings arising out relevant class or number of or in connection with the Finance DocumentsLenders) until it has received any indemnification and/or such security that as it may in its absolute discretion require for any cost, loss or liability (whether by way of payment in advance or otherwisetogether with any associated VAT) for all costs, losses and liabilities which it may incur in bringing such action or proceedingscomplying with the instructions.
(d) In the absence of instructions from the Majority Lenders, Lenders (or, if appropriate, the Lenders oror relevant class or number of Lenders), if appropriate, the Majority Creditors) the Agent may act (or refrain from taking action) as it considers to be in the best interest of the Lenders.
(e) The Agent is not 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.
. This paragraph (fe) The Security Agent shall be entitled not apply to request instructions, any legal or clarification of any direction, from the Majority Lenders (or, if appropriate, the Lenders or, if appropriate, the Majority Creditors) as to whether, and in what manner, it should exercise or refrain from exercising any rights, powers and discretions and the Security Agent may refrain from acting unless and until those instructions or clarification are received by it.
(g) The Security Agent may, in the absence of any instructions arbitration proceeding relating to the contraryperfection, take such action in the exercise preservation or protection of any of its duties rights under the Finance Documents which in its absolute discretion it considers to be for the protection and benefit of all of the Finance Parties.
(h) The Security Agent may, and shall if so directed by the Agent at any time after receipt by the Security Agent of notice pursuant to Clause 23.18 (Acceleration), enforce the Transaction Security in accordance with the terms Documents or enforcement of the Transaction Security or Transaction Security Documents. The Security Agent may take such action as in its sole discretion it thinks fit to enforce the Transaction Security.
Appears in 1 contract
Sources: Super Senior Revolving Credit Facilities Agreement (Atento S.A.)
Majority Lenders’ instructions. (a) Unless a contrary indication appears in a Finance Document, the Agent and Security Agent shall :
(i) act the Agent shall:
(1) exercise any right, power, authority or discretion vested in it as 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 Agent or as Security Agent) and ); and
(ii2) not be liable for any act (or omission) if it acts (or refrains from taking any action) in accordance with such an instruction of the Majority Lenders.; and
(ii) the Security Agent shall:
(1) exercise any right, power, authority or discretion vested in it as Security Agent in accordance with any instructions given to it by the Agent (or, if so instructed by the Agent, refrain from exercising any right, power, authority, or discretion vested in it as Security Agent); and
(2) not be liable for any act (or omission) if it acts (or refrains from taking any action) in accordance with an instruction of the Agent;
(b) Unless a contrary indication appears in a Finance Document, any instructions given by the Majority Lenders (in the case of the Agent) or the Agent (in the case of the Security Agent) will be binding on all the LendersFinance Parties.
(c) The Any Lender may by notice to the Agent divide its Utilisations or Commitments into separate amounts to reflect sub-participation or similar transactions and may require the Agent to count such separate amounts individually in calculating the composition of the Majority Lenders.
(d) Each of the Agent and the Security Agent may refrain from acting in accordance with the instructions of the Majority Lenders (or, if appropriate, the Lenders or, if appropriate, the Majority CreditorsLenders) (including any instruction to begin any legal actions in the case of the Agent) or proceedings arising out the Agent (in the case of the Security Agent) or in connection with the Finance Documentsunder sub-clause (e) below until it has received any indemnification and/or such security that as it may in its absolute discretion require for any cost, loss or liability (whether by way of payment in advance or otherwisetogether with any associated VAT) for all costs, losses and liabilities which it may incur in bringing such action or proceedingscomplying with the instructions.
(de) In the absence of instructions from the Majority Lenders, (or, if appropriate, the Lenders orLenders) (in the case of the Agent) or the Agent (in the case of the Security Agent), if appropriate, each of the Majority Creditors) Agent and the Security Agent may act (or refrain from taking action) as it considers to be in the best interest of the Lenders.
(ef) The Neither the Agent nor the Security Agent is not 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.
. This paragraph (f) The Security Agent shall be entitled not apply to request instructions, any legal or clarification of any direction, from the Majority Lenders (or, if appropriate, the Lenders or, if appropriate, the Majority Creditors) as to whether, and in what manner, it should exercise or refrain from exercising any rights, powers and discretions and the Security Agent may refrain from acting unless and until those instructions or clarification are received by it.
(g) The Security Agent may, in the absence of any instructions arbitration proceeding relating to the contraryperfection, take such action in the exercise preservation or protection of any of its duties rights under the Finance Documents which in its absolute discretion it considers to be for the protection and benefit of all of the Finance Parties.
(h) The Security Agent may, and shall if so directed by the Agent at any time after receipt by the Security Agent of notice pursuant to Clause 23.18 (Acceleration), enforce the Transaction Security in accordance with the terms Documents or enforcement of the Transaction Security or Transaction Security Documents. The Security Agent may take such action as in its sole discretion it thinks fit to enforce the Transaction Security.
Appears in 1 contract
Majority Lenders’ instructions. (a) Unless a contrary indication appears in a Finance Document, the Agent and Security Agent shall (i) act exercise any right, power, authority or discretion vested in it as 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 Agent or as Security Agent) and (ii) not be liable for any act (or omission) if it acts (or refrains from taking any action) in accordance with such an instruction of the Majority Lenders. Without prejudice to any other provision hereof, it may also exercise any such right, power, authority or discretion in respect of such matters as it determines to be of a minor technical or administrative or of a non-credit related nature.
(b) Unless a contrary indication appears in a Finance Document, any instructions given by the Majority Lenders will be binding on all the LendersFinance Parties other than the Security Agent.
(c) The Agent and the Security Agent may refrain from acting in accordance with the instructions of the Majority Lenders (or, if appropriate, the Lenders or, if appropriate, the Majority Creditors) (including any instruction to begin any legal actions or proceedings arising out of or in connection with the Finance Documentsand Hedge Counterparties) until it has received any indemnification and/or such security that as it may in its absolute discretion require (whether by way of payment in advance for any cost, loss or otherwise) for all costs, losses and liabilities liability which it may incur in bringing such action or proceedingscomplying with the instructions.
(d) In the absence of instructions from the Majority Lenders, (or, if appropriate, the Lenders or, if appropriate, the Majority Creditorsand Hedge Counterparties) the Agent may act (or refrain from taking action) as it considers to be in the best interest of the Lenders.
(e) The Agent is not authorised to act on behalf of a Lender or Hedge Counterparty (without first obtaining that LenderLender or Hedge Counterparty’s consent) in any legal or arbitration proceedings relating to any Finance Document.
. This paragraph (fe) The Security Agent shall be entitled not apply to request instructions, any legal or clarification of any direction, from the Majority Lenders (or, if appropriate, the Lenders or, if appropriate, the Majority Creditors) as to whether, and in what manner, it should exercise or refrain from exercising any rights, powers and discretions and the Security Agent may refrain from acting unless and until those instructions or clarification are received by it.
(g) The Security Agent may, in the absence of any instructions arbitration proceeding relating to the contraryperfection, take such action in the exercise preservation or protection of any of its duties rights under the Finance Documents which in its absolute discretion it considers to be for the protection and benefit of all of the Finance Parties.
(h) The Security Agent may, and shall if so directed by the Agent at any time after receipt by the Security Agent of notice pursuant to Clause 23.18 (Acceleration), enforce the Transaction Security in accordance with the terms Documents or enforcement of the Transaction Security or Transaction Security Documents. The Security Agent may take such action as in its sole discretion it thinks fit to enforce the Transaction Security.
Appears in 1 contract
Sources: Senior Facilities Agreement (Melco PBL Entertainment (Macau) LTD)
Majority Lenders’ instructions. (a) Unless a contrary indication appears in a Finance Document, the Agent and Security Facility Agent shall (i) act 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 Agent or as Security Facility Agent) and (ii) not be liable 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 Lendersrelevant Finance Parties other than the Security Agent.
(c) The Agent and the Security Facility Agent may refrain from acting in accordance with the instructions of the Majority Lenders (or, if appropriate, the Lenders or, if appropriate, the Majority Creditors) (including any instruction to begin any legal actions or proceedings arising out of or in connection with the Finance DocumentsLenders) until it has received any indemnification and/or such security that as it may in its absolute discretion require for any cost, loss or liability (whether by way of payment in advance or otherwisetogether with any associated VAT) for all costs, losses and liabilities which it may incur in bringing such action or proceedingscomplying with the instructions.
(d) In the absence of instructions from the Majority Lenders, (or, if appropriate, the Lenders or, if appropriate, the Majority Creditorsrelevant Lenders) the Facility Agent may act (or refrain from taking action) as it considers to be in the best interest of the relevant Lenders.
(e) The Facility Agent is not 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.
. This paragraph (fe) The Security Agent shall be entitled not apply to request instructions, any legal or clarification of any direction, from the Majority Lenders (or, if appropriate, the Lenders or, if appropriate, the Majority Creditors) as to whether, and in what manner, it should exercise or refrain from exercising any rights, powers and discretions and the Security Agent may refrain from acting unless and until those instructions or clarification are received by it.
(g) The Security Agent may, in the absence of any instructions arbitration proceeding relating to the contraryperfection, take such action in the exercise preservation or protection of any of its duties rights under the Finance Documents which in its absolute discretion it considers to be for the protection and benefit of all of the Finance Parties.
(h) The Security Agent may, and shall if so directed by the Agent at any time after receipt by the Security Agent of notice pursuant to Clause 23.18 (Acceleration), enforce the Transaction Security in accordance with the terms Documents or enforcement of the Transaction Security or Transaction Security Documents. The Security Agent may take such action as in its sole discretion it thinks fit to enforce the Transaction Security.
Appears in 1 contract
Sources: Senior Facilities Agreement (Central European Distribution Corp)
Majority Lenders’ instructions. (a) Unless a contrary indication appears in a Finance Document, the Agent and Security Facility Agent shall (i) act 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 Agent or as Security Facility Agent) and (ii) not be liable for any act (or omission) if it acts (or refrains from taking any action) in accordance with such an instruction of the Majority Lenders.. *** Certain confidential information contained in this document, marked by brackets, has been omitted and filed with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended. 73
(b) Unless a contrary indication appears in a Finance Document, any such instructions so given by the Majority Lenders will be binding on all of the LendersFinance Parties.
(c) The Agent and the Security Facility Agent may refrain from acting in accordance with the instructions of the Majority Lenders (or, if appropriate, the Lenders or, if appropriate, the Majority Creditorsapplicable Lenders) or under paragraph (including any instruction to begin any legal actions or proceedings arising out of or in connection with the Finance Documentsd) below until it has received any indemnification and/or such security that as it may in its absolute discretion require for any cost, loss or liability (whether by way of payment in advance or otherwisetogether with any associated Indirect Tax) for all costs, losses and liabilities which it may incur in bringing such action or proceedingscomplying with the instructions.
(d) In the absence of instructions from the Majority Lenders, (or, if appropriate, the Lenders or, if appropriate, the Majority Creditorsapplicable 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 authorised to act on behalf of a Lender Finance Party (without first obtaining that Lender’s Finance Party's consent) in any legal or arbitration proceedings relating to any Finance Document.
, provided that (fi) The nothing herein shall prejudice the ability of the Facility Agent to bring, defend or conduct any proceedings in its capacity as Facility Agent (in the name of the Facility Agent) and (ii) this paragraph (e) shall not apply to any legal or arbitral proceedings relating to the perfection, preservation or protection of rights under any Security Agent shall be entitled to request instructions, Document or clarification the enforcement of any direction, from the Majority Lenders (or, if appropriate, the Lenders or, if appropriate, the Majority Creditors) as to whether, and in what manner, it should exercise or refrain from exercising any rights, powers and discretions and the Security Agent may refrain from acting unless and until those instructions or clarification are received by itDocument.
(g) The Security Agent may, in the absence of any instructions to the contrary, take such action in the exercise of any of its duties under the Finance Documents which in its absolute discretion it considers to be for the protection and benefit of all of the Finance Parties.
(h) The Security Agent may, and shall if so directed by the Agent at any time after receipt by the Security Agent of notice pursuant to Clause 23.18 (Acceleration), enforce the Transaction Security in accordance with the terms of the Security Documents. The Security Agent may take such action as in its sole discretion it thinks fit to enforce the Transaction Security.
Appears in 1 contract
Majority Lenders’ instructions. (a) Unless a contrary indication appears in a Finance Document, the Agent and Security Agent shall shall:
(i) act exercise any right, power, authority or discretion vested in it as 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 Agent or as Security Agent) and ); and
(ii) not be liable 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 to the Agent (in relation to any right, power, authority or discretion vested in it as Agent) shall be binding on all the LendersFinance Parties.
(c) The Agent and the Security Agent may refrain from acting in accordance with the instructions of the Majority Lenders (or, if appropriate, the Lenders or, if appropriate, the Majority Creditors) (including any instruction to begin any legal actions or proceedings arising out of or in connection with the Finance DocumentsLenders) until it has received any indemnification and/or such security that as it may in its absolute discretion require for any cost, loss or liability (whether by way of payment in advance or otherwisetogether with any associated VAT) for all costs, losses and liabilities which it may incur in bringing such action or proceedingscomplying with the instructions.
(d) In the absence of of, or while awaiting, instructions from the Majority Lenders, Lenders (or, if appropriate, the Lenders orLenders), if appropriate, the Majority Creditors) the Agent may act (or refrain from taking action) as it considers to be in the best interest of the LendersFinance Parties.
(e) The Agent is not 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. This clause 34.7(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 Security Documents.
(f) The Security Neither the Agent nor any Arranger shall be obliged to request any certificate, opinion or other information under clause 19 (Information undertakings) unless so required in writing by a Lender, in which case the Agent shall be entitled to promptly make the appropriate request instructions, or clarification of any direction, from the Majority Lenders (or, if appropriate, the Lenders or, if appropriate, the Majority Creditors) as to whether, and in what manner, it should exercise or refrain from exercising any rights, powers and discretions and the Security Agent may refrain from acting unless and until those instructions or clarification are received by it.
(g) The Security Agent may, in the absence of any instructions to the contrary, take such action in the exercise of any of its duties under the Finance Documents which in its absolute discretion it considers to be for the protection and benefit of all of the Finance Parties.
(h) The Security Agent may, and shall Borrowers if so directed by the Agent at any time after receipt by the Security Agent of notice pursuant to Clause 23.18 (Acceleration), enforce the Transaction Security such request would be in accordance with the terms of the Security Documents. The Security Agent may take such action as in its sole discretion it thinks fit to enforce the Transaction Securitythis Agreement.
Appears in 1 contract
Majority Lenders’ instructions. (a) Unless a contrary indication appears in a Finance Document, the Agent and the Security Agent Trustee shall (i) act exercise any right, power, authority or discretion vested in it as Agent or as 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 acting or exercising any right, power, authority or discretion vested in it as Agent or as Security AgentTrustee) and (ii) not be liable 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 LendersFinance Parties.
(c) The Agent and or the Security Agent Trustee may refrain from acting in accordance with the instructions of the Majority Lenders (or, if appropriate, the Lenders or, if appropriate, the Majority Creditors) (including any instruction to begin any legal actions or proceedings arising out of or in connection with the Finance DocumentsLenders) until it has received any indemnification and/or such security that as it may in its absolute discretion require for any cost, loss or liability (whether by way of payment in advance or otherwisetogether with any associated VAT) for all costs, losses and liabilities which it may incur in bringing such action or proceedingscomplying with the instructions.
(d) In the absence of instructions from the Majority Lenders, (or, if appropriate, the Lenders or, if appropriate, the Majority CreditorsLenders) the Agent and the Security Trustee may act (or refrain from taking action) as it considers to be in the best interest of the Lenders.
(e) The Neither the Agent nor the Security Trustee is not authorised authorized 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.
(f. This paragraph e) The Security Agent shall be entitled not apply to request instructionsany legal or arbitration proceeding relating to the perfection, preservation or clarification protection of any direction, from the Majority Lenders (or, if appropriate, the Lenders or, if appropriate, the Majority Creditors) as to whether, and in what manner, it should exercise or refrain from exercising any rights, powers and discretions and rights under the Security Agent may refrain from acting unless and until those instructions Documents or clarification are received by it.
(g) The Security Agent may, in the absence of any instructions to the contrary, take such action in the exercise of any of its duties under the Finance Documents which in its absolute discretion it considers to be for the protection and benefit of all of the Finance Parties.
(h) The Security Agent may, and shall if so directed by the Agent at any time after receipt by the Security Agent of notice pursuant to Clause 23.18 (Acceleration), enforce the Transaction Security in accordance with the terms enforcement of the Security Documents. The Security Agent may take such action as in its sole discretion it thinks fit to enforce the Transaction SecurityInterest thereunder.
Appears in 1 contract
Majority Lenders’ instructions. (a) Unless a contrary indication appears in a Finance Document, the Agent and the Security Agent Agent, shall (i) act exercise any right, power, authority or discretion vested in it as Agent or Security Agent (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 acting or exercising any right, power, authority or discretion vested in it as Agent or as the Security Agent, as the case may be) and (ii) not be liable 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 LendersFinance Parties.
(c) The Each of the Agent and the Security Agent may refrain from acting in accordance with the instructions of the Majority Lenders (or, if appropriate, the Lenders or, if appropriate, the Majority Creditors) (including any instruction to begin any legal actions or proceedings arising out of or in connection with the Finance DocumentsLenders) until it has received any indemnification and/or such security that as it may in its absolute discretion require for any cost, loss or liability (whether by way of payment in advance or otherwisetogether with any associated VAT) for all costs, losses and liabilities which it may incur in bringing such action or proceedingscomplying with the instructions.
(d) In the absence of instructions from the Majority Lenders, (or, if appropriate, the Lenders or, if appropriate, Lenders) each of the Majority Creditors) Agent and the Security Agent may act (or refrain from taking action) as it considers to be in the best interest of the Lenders.
(e) The Neither the Agent nor the Security Agent is not 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.
. This paragraph (fe) The Security Agent shall be entitled not apply to request instructions, any legal or clarification of any direction, from the Majority Lenders (or, if appropriate, the Lenders or, if appropriate, the Majority Creditors) as to whether, and in what manner, it should exercise or refrain from exercising any rights, powers and discretions and the Security Agent may refrain from acting unless and until those instructions or clarification are received by it.
(g) The Security Agent may, in the absence of any instructions arbitration proceeding relating to the contraryperfection, take such action in the exercise preservation or protection of any of its duties rights under the Finance Documents which in its absolute discretion it considers to be for the protection and benefit of all of the Finance Parties.
(h) The Security Agent may, and shall if so directed by the Agent at any time after receipt by the Security Agent of notice pursuant to Clause 23.18 (Acceleration), enforce the Transaction Security in accordance with the terms Documents or enforcement of the Transaction Security or Transaction Security Documents. The Security Agent may take such action as in its sole discretion it thinks fit to enforce the Transaction Security.
Appears in 1 contract
Sources: Senior Term and Revolving Facilities Agreement (Melrose PLC)
Majority Lenders’ instructions. (a) Unless a contrary indication appears in a Finance Document, each of the Facility Agent and the Security Agent shall shall:
(i) act 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 or as Security Agent) and , as the case may be); and
(ii) not be liable 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 LendersLenders and the Mandated Lead Arrangers.
(c) The Each of the Facility Agent and the Security Agent may refrain from acting in accordance with the instructions of the Majority Lenders (or, if appropriate, the Lenders or, if appropriate, the Majority Creditors) (including any instruction to begin any legal actions or proceedings arising out of or in connection with the Finance DocumentsLenders) until it has received any indemnification and/or such security that as it may in its absolute discretion require for any cost, loss or liability (whether by way of payment in advance or otherwisetogether with any associated VAT) for all costs, losses and liabilities which it may incur in bringing such action or proceedingscomplying with the instructions.
(d) In the absence of instructions from the Majority Lenders, (or, if appropriate, all the Lenders or, if appropriate, Lenders) each of the Majority Creditors) Facility Agent and the Security Agent may act (or refrain from taking action) any action or from exercising any right, power or discretion vested in it as it considers an agent under any Finance 119 Document unless and until instructed by the Majority Lenders as to whether or not such right, power or discretion is to be exercised and, if it is to be exercised, as to the manner in the best interest of the Lenderswhich it should be exercised.
(e) The Neither the Facility Agent nor the Security Agent is not 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.
(f) The Security Agent shall be entitled to request instructions, or clarification of any direction, from the Majority Lenders (or, if appropriate, the Lenders or, if appropriate, the Majority Creditors) as to whether, and in what manner, it should exercise or refrain from exercising any rights, powers and discretions and the Security Agent may refrain from acting unless and until those instructions or clarification are received by it.
(g) The Security Agent may, in the absence of any instructions to the contrary, take such action in the exercise of any of its duties under the Finance Documents which in its absolute discretion it considers to be for the protection and benefit of all of the Finance Parties.
(h) The Security Agent may, and shall if so directed by the Agent at any time after receipt by the Security Agent of notice pursuant to Clause 23.18 (Acceleration), enforce the Transaction Security in accordance with the terms of the Security Documents. The Security Agent may take such action as in its sole discretion it thinks fit to enforce the Transaction Security.
Appears in 1 contract
Sources: Term Facilities and Revolving Credit Agreement (SGL Carbon Aktiengesellschaft)
Majority Lenders’ instructions. (a) Unless a contrary indication appears in a Finance Document, the Agent and Security Agent Trustee shall (i) act exercise any right, power, authority or discretion vested in it as Agent and Security Trustee 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 Agent or as and Security AgentTrustee) and (ii) not be liable for any act (or 47 <PAGE> omission) if it acts (or refrains from taking any action) in accordance with such an instruction of the Majority Lenders.
(b) The Agent and Security Trustee may assume that all instructions received by it from the Majority Lenders are consistent with this Agreement and the other Finance Documents.
(c) Unless a contrary indication appears in a Finance Document, any instructions given by the Majority Lenders will be binding on all the LendersFinance Parties.
(cd) The Agent and the Security Agent Trustee may refrain from acting in accordance with the instructions of the Majority Lenders (or, if appropriate, the Lenders or, if appropriate, the Majority CreditorsLenders) or under paragraph (including any instruction to begin any legal actions or proceedings arising out of or in connection with the Finance Documentsd) below until it has received any indemnification and/or such security that as it may in its absolute discretion require for any cost, loss or liability (whether by way of payment in advance or otherwisetogether with any associated Indirect Tax) for all costs, losses and liabilities which it may incur in bringing such action or proceedingscomplying with the instructions.
(de) In the absence of instructions from the Majority Lenders, (or, if appropriate, the Lenders or, if appropriate, the Majority CreditorsLenders) the Agent and Security Trustee may act (or refrain from taking action) as it considers to be in the best interest of the Lenders.
(ef) The Agent and Security Trustee is not 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.
(f) The Security Agent shall be entitled to request instructions, or clarification of any direction, from the Majority Lenders (or, if appropriate, the Lenders or, if appropriate, the Majority Creditors) as to whether, and in what manner, it should exercise or refrain from exercising any rights, powers and discretions and the Security Agent may refrain from acting unless and until those instructions or clarification are received by it.
(g) The Security Agent may, in the absence of any instructions to the contrary, take such action in the exercise of any of its duties under the Finance Documents which in its absolute discretion it considers to be for the protection and benefit of all of the Finance Parties.
(h) The Security Agent may, and shall if so directed by the Agent at any time after receipt by the Security Agent of notice pursuant to Clause 23.18 (Acceleration), enforce the Transaction Security in accordance with the terms of the Security Documents. The Security Agent may take such action as in its sole discretion it thinks fit to enforce the Transaction Security.
Appears in 1 contract
Sources: Term Facility Agreement
Majority Lenders’ instructions. (a) Unless a contrary indication appears in a Finance Document, the Agent and Security Agent Trustee shall (i) act exercise any right, power, authority or discretion vested in it as Agent and Security Trustee 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 Agent or as and Security AgentTrustee) and (ii) not be liable 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) The Agent and Security Trustee may assume that all instructions received by it from the Majority Lenders are consistent with this Agreement and the other Finance Documents.
(c) Unless a contrary indication appears in a Finance Document, any instructions given by the Majority Lenders will be binding on all the LendersFinance Parties.
(cd) The Agent and the Security Agent Trustee may refrain from acting in accordance with the instructions of the Majority Lenders (or, if appropriate, the Lenders or, if appropriate, the Majority CreditorsLenders) or under paragraph (including any instruction to begin any legal actions or proceedings arising out of or in connection with the Finance Documentsd) below until it has received any indemnification and/or such security that as it may in its absolute discretion require for any cost, loss or liability (whether by way of payment in advance or otherwisetogether with any associated Indirect Tax) for all costs, losses and liabilities which it may incur in bringing such action or proceedingscomplying with the instructions.
(de) In the absence of instructions from the Majority Lenders, (or, if appropriate, the Lenders or, if appropriate, the Majority CreditorsLenders) the Agent and Security Trustee may act (or refrain from taking action) as it considers to be in the best interest of the Lenders.
(ef) The Agent and Security Trustee is not 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.
(f) The Security Agent shall be entitled to request instructions, or clarification of any direction, from the Majority Lenders (or, if appropriate, the Lenders or, if appropriate, the Majority Creditors) as to whether, and in what manner, it should exercise or refrain from exercising any rights, powers and discretions and the Security Agent may refrain from acting unless and until those instructions or clarification are received by it.
(g) The Security Agent may, in the absence of any instructions to the contrary, take such action in the exercise of any of its duties under the Finance Documents which in its absolute discretion it considers to be for the protection and benefit of all of the Finance Parties.
(h) The Security Agent may, and shall if so directed by the Agent at any time after receipt by the Security Agent of notice pursuant to Clause 23.18 (Acceleration), enforce the Transaction Security in accordance with the terms of the Security Documents. The Security Agent may take such action as in its sole discretion it thinks fit to enforce the Transaction Security.
Appears in 1 contract
Sources: Rupee Term Facility Agreement (Sterlite Industries (India) LTD)
Majority Lenders’ instructions. (a) Unless a contrary indication appears in a Finance Document, the Agent and Security Agent shall (ia) act 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 Agent or as Security Agent) and (iib) not be liable 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 LendersLenders and the Mandated Lead Arranger.
(c) The Agent and the Security Agent Trustee may refrain from acting in accordance with (a) in the case of the Agent, any instructions of the Majority Lenders and (orb) in the case of the Security Trustee, if appropriateany instructions of the Agent, the Lenders or, if appropriate, the Majority Creditors) (including any instruction instructions to begin any legal actions action or proceedings arising out of or in connection with the Finance Documents) until it has shall have received any such indemnification and/or security that as it may in its absolute discretion require (whether by way of payment in advance or otherwise) for all costs, losses claims, losses, expenses (including legal fees) and liabilities together with any applicable VAT which it will or may expend or incur in bringing such action or proceedingscomplying with those instructions.
(d) In the absence of instructions from the Majority Lenders, (or, if appropriate, the Lenders or, if appropriate, the Majority CreditorsLenders) the Agent may act (or refrain from taking action) as it considers to be in the best interest of the Lenders.
(e) The Agent is not 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.
(f) The Security Agent shall be entitled to request instructions, or clarification of any direction, from the Majority Lenders (or, if appropriate, the Lenders or, if appropriate, the Majority Creditors) as to whether, and in what manner, it should exercise or refrain from exercising any rights, powers and discretions and the Security Agent may refrain from acting unless and until those instructions or clarification are received by it.
(g) The Security Agent may, in the absence of any instructions to the contrary, take such action in the exercise of any of its duties under the Finance Documents which in its absolute discretion it considers to be for the protection and benefit of all of the Finance Parties.
(h) The Security Agent may, and shall if so directed by the Agent at any time after receipt by the Security Agent of notice pursuant to Clause 23.18 (Acceleration), enforce the Transaction Security in accordance with the terms of the Security Documents. The Security Agent may take such action as in its sole discretion it thinks fit to enforce the Transaction Security.
Appears in 1 contract
Majority Lenders’ instructions. (a) Unless a contrary indication appears in a Finance Document, the Agent and Security Facility Agent shall (ia) act 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 Agent or as Security Facility Agent) and (iib) not be liable 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 LendersFinance Parties other than the Security Trustee.
(c) The Agent and the Security Facility Agent may refrain from acting in accordance with the instructions of the Majority Lenders (or, if appropriate, the Lenders or, if appropriate, the Majority Creditors) (including any instruction to begin any legal actions or proceedings arising out of or in connection with the Finance DocumentsLenders) until it has received any indemnification and/or such security that as it may in its absolute discretion require for any cost, loss or liability (whether by way of payment in advance or otherwisetogether with any associated VAT) for all costs, losses and liabilities which it may incur in bringing such action or proceedingscomplying with the instructions.
(d) In the absence of instructions from the Majority Lenders, (or, if appropriate, the Lenders or, if appropriate, the Majority CreditorsLenders) 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 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.
. This paragraph (fe) The Security Agent shall be entitled not apply to request instructions, any legal or clarification of any direction, from the Majority Lenders (or, if appropriate, the Lenders or, if appropriate, the Majority Creditors) as to whether, and in what manner, it should exercise or refrain from exercising any rights, powers and discretions and the Security Agent may refrain from acting unless and until those instructions or clarification are received by it.
(g) The Security Agent may, in the absence of any instructions arbitration proceeding relating to the contraryperfection, take such action in the exercise preservation or protection of any of its duties rights under the Finance Documents which in its absolute discretion it considers to be for the protection and benefit of all of the Finance Parties.
(h) The Security Agent may, and shall if so directed by the Agent at any time after receipt by the Security Agent of notice pursuant to Clause 23.18 (Acceleration), enforce the Transaction Security in accordance with the terms Documents or enforcement of the Transaction Security or Transaction Security Documents. The Security Agent may take such action as in its sole discretion it thinks fit to enforce the Transaction Security.
Appears in 1 contract
Sources: Multi Currency Term, Revolving Credit Facilities Agreement (Iron Mountain Inc/Pa)
Majority Lenders’ instructions. (a) Unless a contrary indication appears in a Finance Document, the Agent and Security Agent shall (ia) act exercise any right, power, authority or discretion vested in it as 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 Agent or as Security Agent) and (iib) not be liable 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 LendersFinance Parties.
(c) The Agent and the Security Agent may refrain from acting in accordance with the instructions of the Majority Lenders (or, if appropriate, the Lenders or, if appropriate, the Majority Creditors) (including any instruction to begin any legal actions or proceedings arising out of or in connection with the Finance DocumentsLenders) until it has received any indemnification and/or such security that as it may in its absolute discretion require for any cost, loss or liability (whether by way of payment in advance or otherwisetogether with any associated VAT) for all costs, losses and liabilities which it may incur in bringing such action or proceedingscomplying with the instructions.
(d) The Agent is entitled to request instructions, or clarification of any instructions, from the Lenders (or any of them) as to whether, and in what manner, to exercise any right, power, authority or discretion vested in it as Agent and the Agent may refrain from acting unless and until those instructions or clarifications are received by it.
(e) In the absence of instructions from the Majority Lenders, (or, if appropriate, the Lenders or, if appropriate, the Majority CreditorsLenders) the Agent may act (or refrain from taking action) as it considers to be in the best interest of the Lenders.
(ef) The Agent is not 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, without having first obtained that Lender’s authority to act on its behalf in those proceedings.
(f) The Security Agent shall be entitled to request instructions, or clarification of any direction, from the Majority Lenders (or, if appropriate, the Lenders or, if appropriate, the Majority Creditors) as to whether, and in what manner, it should exercise or refrain from exercising any rights, powers and discretions and the Security Agent may refrain from acting unless and until those instructions or clarification are received by it.
(g) The Security Agent may, in the absence of any instructions to the contrary, take such action in the exercise of any of its duties under the Finance Documents which in its absolute discretion it considers to be for the protection and benefit of all of the Finance Parties.
(h) The Security Agent may, and shall if so directed by the Agent at any time after receipt by the Security Agent of notice pursuant to Clause 23.18 (Acceleration), enforce the Transaction Security in accordance with the terms of the Security Documents. The Security Agent may take such action as in its sole discretion it thinks fit to enforce the Transaction Security.
Appears in 1 contract
Sources: Revolving Credit Facility Agreement (General Geophysics Co)
Majority Lenders’ instructions. (a) Unless a contrary indication appears in a Finance Document, each of the Facility Agent and the Security Agent shall shall:
(i) act 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 or as Security Agent) and , as the case may be); and
(ii) not be liable 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 LendersLenders and the Mandated Lead Arrangers.
(c) The Each of the Facility Agent and the Security Agent may refrain from acting in accordance with the instructions of the Majority Lenders (or, if appropriate, the Lenders or, if appropriate, the Majority Creditors) (including any instruction to begin any legal actions or proceedings arising out of or in connection with the Finance DocumentsLenders) until it has 108 received any indemnification and/or such security that as it may in its absolute discretion require for any cost, loss or liability (whether by way of payment in advance or otherwisetogether with any associated VAT) for all costs, losses and liabilities which it may incur in bringing such action or proceedingscomplying with the instructions.
(d) In the absence of instructions from the Majority Lenders, (or, if appropriate, all the Lenders or, if appropriate, Lenders) each of the Majority Creditors) Facility Agent and the Security Agent may act (or refrain from taking action) any action or from exercising any right, power or discretion vested in it as it considers an agent under any Finance Document unless and until instructed by the Majority Lenders as to whether or not such right, power or discretion is to be exercised and, if it is to be exercised, as to the manner in the best interest of the Lenderswhich it should be exercised.
(e) The Neither the Facility Agent nor the Security Agent is not 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.
(f) The Security Agent shall be entitled to request instructions, or clarification of any direction, from the Majority Lenders (or, if appropriate, the Lenders or, if appropriate, the Majority Creditors) as to whether, and in what manner, it should exercise or refrain from exercising any rights, powers and discretions and the Security Agent may refrain from acting unless and until those instructions or clarification are received by it.
(g) The Security Agent may, in the absence of any instructions to the contrary, take such action in the exercise of any of its duties under the Finance Documents which in its absolute discretion it considers to be for the protection and benefit of all of the Finance Parties.
(h) The Security Agent may, and shall if so directed by the Agent at any time after receipt by the Security Agent of notice pursuant to Clause 23.18 (Acceleration), enforce the Transaction Security in accordance with the terms of the Security Documents. The Security Agent may take such action as in its sole discretion it thinks fit to enforce the Transaction Security.
Appears in 1 contract
Sources: Term Facilities and Revolving Credit Agreement (SGL Carbon Aktiengesellschaft)
Majority Lenders’ instructions. (a) Unless a contrary indication appears in a Finance Document, an Agent shall, provided always that any such instructions are consistent with those, if any, provided by EKN under the Agent and Security Agent shall EKN Documents, (i) act exercise any right, power, authority or discretion vested in it as 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 Agent or as Security Agent) and (ii) not be liable for any act (or omission) if it acts (or refrains from taking any action) in accordance with such an instruction of the Majority LendersLenders or of EKN given in accordance with the EKN Documents.
(b) Unless a contrary indication appears in a Finance Document, any instructions given by the Majority Lenders will be binding on all the LendersFinance Parties.
(c) The Agent and the Security Each Agent may refrain from acting in accordance with the instructions of the Majority Lenders (or, if appropriate, the Lenders or, if appropriate, the Majority Creditors) (including any instruction to begin any legal actions or proceedings arising out of or in connection with the Finance DocumentsLenders) until it has received any indemnification and/or such security that as it may in its absolute discretion require for any cost, loss or liability (whether by way of payment in advance or otherwisetogether with any associated VAT) for all costs, losses and liabilities which it may incur in bringing such action or proceedingscomplying with the instructions.
(d) In the absence of instructions from the Majority Lenders, Lenders (or, if appropriate, the Lenders orLenders), if appropriate, the Majority Creditors) the each Agent may act (or refrain from taking action) as it considers to be in the best interest of the Lenders.
(e) The No Agent is not 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.
(f) The Security Agent shall be entitled Each Lender agrees (for the benefit of the other Lenders) to request instructions, or clarification of any direction, from take such action (as advised by the Majority Lenders (or, if appropriate, the Lenders or, if appropriate, the Majority CreditorsEKN Agent) as may be necessary or advisable at any time to whether, and in what manner, it should exercise comply with its obligations under the conditions of the EKN Documents or refrain from exercising any rights, powers and discretions and to enable the Security EKN Agent may refrain from acting unless and until those instructions to comply with its obligations under or clarification are received by itthe conditions of the EKN Documents.
(g) The Security Each Lender irrevocably authorises the EKN Agent may, in the absence of any instructions to the contrary, take such action in and exercise such rights, powers and discretions, notwithstanding the exercise other provisions of any this Agreement, as it may deem necessary for the purposes of its duties preserving the Lenders’ rights under the Finance Documents which in its absolute discretion it considers to be for the protection and benefit of all of the Finance PartiesEKN Documents.
(h) The Security Whilst it is acknowledged that each Lender has a right to make a direct claim under the EKN Documents, each Lender acknowledges and agrees that it shall not make any claim or take action whatsoever under or in connection with the EKN Documents except through the EKN Agent may, and that all of the rights of the Lenders under the EKN Documents shall if so directed only be exercised by the Agent at any time after receipt by the Security Agent of notice pursuant to Clause 23.18 (Acceleration), enforce the Transaction Security in accordance with the terms of the Security Documents. The Security Agent may take such action as in its sole discretion it thinks fit to enforce the Transaction SecurityEKN Agent.
Appears in 1 contract
Sources: $300,000,000 Ekn Supported Facility Agreement (Mobile Telesystems Ojsc)
Majority Lenders’ instructions. (a) Unless a contrary indication appears in a Finance Document, the Agent and the Security Agent shall (i) act exercise any right, power, authority or discretion vested in it as Agent or Security Agent, 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 acting or exercising any right, power, authority or discretion vested in it as Agent or as Security Agent, as the case may be) and (ii) not be liable 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 LendersFinance Parties.
(c) The Each of the Agent and the Security Agent may refrain from acting in accordance with the instructions of the Majority Lenders (or, if appropriate, the Lenders or, if appropriate, the Majority Creditors) (including any instruction to begin any legal actions or proceedings arising out of or in connection with the Finance DocumentsLenders) until it has received any indemnification and/or such security that as it may in its absolute discretion require for any cost, loss or liability (whether by way of payment in advance or otherwisetogether with any associated VAT) for all costs, losses and liabilities which it may incur in bringing such action or proceedingscomplying with the instructions.
(d) In the absence of instructions from the Majority Lenders, Lenders (or, if appropriate, the Lenders orLenders), if appropriate, each of the Majority Creditors) Agent and the Security Agent may act (or refrain from taking action) as it considers to be in the best interest interests of the Lenders.
(e) The Neither the Agent nor the Security Agent is not 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.
(f) The Security Agent shall be entitled to request instructions, or clarification of any direction, from the Majority Lenders (or, if appropriate, the Lenders or, if appropriate, the Majority Creditors) as to whether, and in what manner, it should exercise or refrain from exercising any rights, powers and discretions and the Security Agent may refrain from acting unless and until those instructions or clarification are received by it.
(g) The Security Agent may, in the absence of any instructions to the contrary, take such action in the exercise of any of its duties under the Finance Documents which in its absolute discretion it considers to be for the protection and benefit of all of the Finance Parties.
(h) The Security Agent may, and shall if so directed by the Agent at any time after receipt by the Security Agent of notice pursuant to Clause 23.18 (Acceleration), enforce the Transaction Security in accordance with the terms of the Security Documents. The Security Agent may take such action as in its sole discretion it thinks fit to enforce the Transaction Security.
Appears in 1 contract
Majority Lenders’ instructions. (a) Unless a contrary indication appears in a Finance Document, the Agent and Security Facility Agent shall (i) act 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 Agent or as Security Facility Agent) and (ii) not be liable 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 LendersFinance Parties other than the Security Agent.
(c) The Agent and the Security Facility Agent may refrain from acting in accordance with the instructions of the Majority Lenders (or, if appropriate, the Lenders or, if appropriate, the Majority Creditors) (including any instruction to begin any legal actions or proceedings arising out of or in connection with the Finance DocumentsLenders) until it has received any indemnification and/or such security that as it may in its absolute discretion require for any cost, loss or liability (whether by way of payment in advance or otherwisetogether with any associated VAT) for all costs, losses and liabilities which it may incur in bringing such action or proceedingscomplying with the instructions.
(d) In the absence of instructions from the Majority Lenders, (or, if appropriate, the Lenders or, if appropriate, the Majority CreditorsLenders) the Facility Agent may act (or refrain from taking action) as it considers to be in the best interest of the Lenders.
(e) The Agent is not authorised to act on behalf of a Lender (without first obtaining Lenders provided that Lender’s consent) in any legal or arbitration proceedings relating to any Finance Document.
(f) The Security Agent shall be entitled to request instructions, or clarification of any direction, from when exercising the Majority Lenders (or, if appropriate, the Lenders or, if appropriate, the Majority Creditors) as to whether, and in what manner, it should exercise or refrain from exercising any rights, powers powers, authorities and discretions and the Security Agent may refrain from acting unless and until those instructions or clarification are received by it.
(g) The Security Agent may, in the absence of any instructions given to the contrary, take such action Facility Agent under or in the exercise of any of its duties under connection with the Finance Documents which in its absolute discretion it considers to be for the protection (or any other rights, powers, authorities and benefit of all of the Finance Parties.
(h) The Security Agent maydiscretions, and shall if so directed by the Agent at any time after receipt by the Security Agent of notice pursuant to Clause 23.18 (Accelerationincidental thereto), enforce the Transaction Security in accordance with the terms of the Security Documents. The Security Facility Agent may take such action as in its sole discretion it thinks fit to enforce the Transaction Securityshall, at all times, act reasonably.
Appears in 1 contract
Majority Lenders’ instructions. (a) Unless a contrary indication appears in a Finance Document, the Agent and Security Facility Agent shall (i) act 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 Agent or as Security Facility Agent) and (ii) not be liable 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 LendersFinance Parties other than the Security Agent.
(c) The Agent and the Security Facility Agent may refrain from acting in accordance with the instructions of the Majority Lenders (or, if appropriate, the Lenders or, if appropriate, the Majority Creditors) (including any instruction to begin any legal actions or proceedings arising out of or in connection with the Finance DocumentsLenders) until it has received any indemnification and/or such security that as it may in its absolute discretion require for any cost, loss or liability (whether by way of payment in advance or otherwisetogether with any associated VAT) for all costs, losses and liabilities which it may incur in bringing such action or proceedingscomplying with the instructions.
(d) In the absence of instructions from the Majority Lenders, (or, if appropriate, the Lenders or, if appropriate, the Majority CreditorsLenders) the Facility Agent may act (or refrain from taking action) as it considers to be in the best interest of the LendersLenders provided that when exercising the rights, powers, authorities and discretions given to the Facility Agent under or in connection with the Finance Documents (or any other rights, powers, authorities and discretions, incidental thereto), the Facility Agent shall, at all times, act reasonably.
(e) The Facility Agent is not 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.
. This paragraph (fe) The Security Agent shall be entitled not apply to request instructions, any legal or clarification of any direction, from the Majority Lenders (or, if appropriate, the Lenders or, if appropriate, the Majority Creditors) as to whether, and in what manner, it should exercise or refrain from exercising any rights, powers and discretions and the Security Agent may refrain from acting unless and until those instructions or clarification are received by it.
(g) The Security Agent may, in the absence of any instructions arbitration proceeding relating to the contraryperfection, take such action in the exercise preservation or protection of any of its duties rights under the Finance Documents which in its absolute discretion it considers to be for the protection and benefit of all of the Finance Parties.
(h) The Security Agent may, and shall if so directed by the Agent at any time after receipt by the Security Agent of notice pursuant to Clause 23.18 (Acceleration), enforce the Transaction Security in accordance with the terms Documents or enforcement of the Transaction Security or Transaction Security Documents. The Security Agent may take such action as in its sole discretion it thinks fit to enforce the Transaction Security.
Appears in 1 contract
Majority Lenders’ instructions. (a) Unless a contrary indication appears in a Finance Document, the Agent and Security Agent shall (i) act exercise any right, power, authority or discretion vested in it as 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 Agent or as Security Agent) and (ii) not be liable 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 LendersFinance Parties.
(c) The Agent and the Security Agent may refrain from acting in accordance with the instructions of the Majority Lenders (or, if appropriate, the Lenders or, if appropriate, the Majority CreditorsLenders) or under paragraph (including any instruction to begin any legal actions or proceedings arising out of or in connection with the Finance Documentsd) below until it has received any indemnification and/or such security that as it may in its absolute discretion require for any cost, loss or liability (whether by way of payment in advance or otherwisetogether with any associated Indirect Tax) for all costs, losses and liabilities which it may incur in bringing such action or proceedingscomplying with the instructions.
(d) In the absence of instructions from the Majority Lenders, (or, if appropriate, the Lenders or, if appropriate, the Majority CreditorsLenders) the Agent may act (or refrain from taking action) as it considers to be in the best interest of the Lenders.
(e) The Agent is not 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.
(f) The Security Agent . This paragraph shall be entitled not apply to request instructions, any legal or clarification of any direction, from the Majority Lenders (or, if appropriate, the Lenders or, if appropriate, the Majority Creditors) as to whether, and in what manner, it should exercise or refrain from exercising any rights, powers and discretions and the Security Agent may refrain from acting unless and until those instructions or clarification are received by it.
(g) The Security Agent may, in the absence of any instructions arbitration proceedings relating to the contrarypreservation, take such action in the exercise perfection or protection of any of its duties rights under the Finance Documents which in its absolute discretion it considers to be for the protection and benefit of all of the Finance Parties.
(h) The Security Agent may, and shall if so directed by the Agent at any time after receipt by the Security Agent of notice pursuant to Clause 23.18 (Acceleration), enforce the Transaction Security in accordance with the terms Documents or enforcement of the any Transaction Security or Transaction Security Documents. The Security Agent may take such action as in its sole discretion it thinks fit to enforce the Transaction Security.
Appears in 1 contract
Sources: Facility Agreement (PCGI Intermediate Holdings LTD)
Majority Lenders’ instructions. (a) Unless a contrary indication appears in a Finance Document, the Agent and Security Senior Agent shall (i) act exercise any right, power, authority or discretion vested in it as Senior 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 Agent or as Security Senior Agent) and (ii) not be liable 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 LendersFinance Parties.
(c) The Agent and the Security Senior Agent may refrain from acting in accordance with the instructions of the Majority Lenders (or, if appropriate, the Lenders or, if appropriate, the Majority Creditors) (including any instruction to begin any legal actions or proceedings arising out of or in connection with the Finance DocumentsLenders) until it has received any indemnification and/or such security that as it may in its absolute discretion require for any cost, loss or liability (whether by way of payment in advance or otherwisetogether with any associated VAT) for all costs, losses and liabilities which it may incur in bringing such action or proceedingscomplying with the instructions.
(d) In the absence of instructions from the Majority Lenders, (or, if appropriate, the Lenders or, if appropriate, the Majority CreditorsLenders) the Senior Agent may act (or refrain from taking action) as it considers to be in the best interest of the Lenders.
(e) The Senior Agent is not 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.
. This paragraph (fe) The Security Agent shall be entitled not apply to request instructions, any legal or clarification of any direction, from the Majority Lenders (or, if appropriate, the Lenders or, if appropriate, the Majority Creditors) as to whether, and in what manner, it should exercise or refrain from exercising any rights, powers and discretions and the Security Agent may refrain from acting unless and until those instructions or clarification are received by it.
(g) The Security Agent may, in the absence of any instructions arbitration proceeding relating to the contraryperfection, take such action in the exercise preservation or protection of any of its duties rights under the Finance Documents which in its absolute discretion it considers to be for the protection and benefit of all of the Finance Parties.
(h) The Security Agent may, and shall if so directed by the Agent at any time after receipt by the Security Agent of notice pursuant to Clause 23.18 (Acceleration), enforce the Transaction Security in accordance with the terms Documents or enforcement of the Transaction Security or Transaction Security Documents. The Security Agent may take such action as in its sole discretion it thinks fit to enforce the Transaction Security.
Appears in 1 contract
Sources: Senior Term Loan Facilities Agreement (Anooraq Resources Corp)
Majority Lenders’ instructions. (a) Unless a contrary indication appears in a Finance Document, the Agent and Security Agent shall (i) act exercise any right, power, authority or discretion vested in it as 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 Agent or as Security Agent) and (ii) not be liable 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) The Agent shall be entitled to request instructions, or clarification of any instruction, from the Majority Lenders (or, if the relevant Finance Document stipulates the matter is a decision for any other Lender or group of Lenders, from that Lender or group of Lenders) as to whether, and in what manner, it should exercise or refrain from exercising any right, power, authority or discretion. The Agent may refrain from acting unless and until it receives any such instructions or clarification that it has requested.
(c) Unless a contrary indication appears in a Finance Document, any instructions given by the Majority Lenders will be binding on all the LendersFinance Parties.
(cd) The Agent and the Security Agent may refrain from acting in accordance with the instructions of the Majority Lenders (or, if appropriate, the Lenders or, if appropriate, the Majority Creditors) (including any instruction to begin any legal actions or proceedings arising out of or in connection with the Finance DocumentsLenders) until it has received any indemnification and/or such security that as it may in its absolute discretion require for any cost, loss or liability (whether by way of payment in advance or otherwisetogether with any associated VAT) for all costs, losses and liabilities which it may incur in bringing such action or proceedingscomplying with the instructions.
(de) In the absence of instructions from the Majority Lenders, (or, if appropriate, the Lenders or, if appropriate, the Majority CreditorsLenders) the Agent may act (or refrain from taking action) as it considers to be in the best interest of the Lenders.
(ef) The Agent is not 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.
(f) The Security Agent shall be entitled to request instructions, or clarification of any direction, from the Majority Lenders (or, if appropriate, the Lenders or, if appropriate, the Majority Creditors) as to whether, and in what manner, it should exercise or refrain from exercising any rights, powers and discretions and the Security Agent may refrain from acting unless and until those instructions or clarification are received by it.
(g) The Security Agent may, in the absence of any instructions to the contrary, take such action in the exercise of any of its duties under the Finance Documents which in its absolute discretion it considers to be for the protection and benefit of all of the Finance Parties.
(h) The Security Agent may, and shall if so directed by the Agent at any time after receipt by the Security Agent of notice pursuant to Clause 23.18 (Acceleration), enforce the Transaction Security in accordance with the terms of the Security Documents. The Security Agent may take such action as in its sole discretion it thinks fit to enforce the Transaction Security.
Appears in 1 contract
Majority Lenders’ instructions. (a) Unless a contrary indication appears in a Finance Document, the Agent and Security Agent shall (i) act exercise any right, power, authority or discretion vested in it as 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 Agent or as Security Agent) and (ii) not be liable 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 LendersFinance Parties other than the Security Agent.
(c) Any Lender may by notice to the Agent divide its Utilisations, Ancillary Outstandings, Commitments or Ancillary Commitments into separate amounts to reflect sub-participation or similar transactions and may require the Agent to count such separate amounts individually in calculating the composition of the Majority Lenders.
(d) The Agent and the Security Agent may refrain from acting in accordance with the instructions of the Majority Lenders (or, if appropriate, the Lenders or, if appropriate, the Majority Creditors) (including any instruction to begin any legal actions or proceedings arising out of or in connection with the Finance DocumentsLenders) until it has received any indemnification and/or such security that as it may in its absolute discretion require for any cost, loss or liability (whether by way of payment in advance or otherwisetogether with any associated VAT) for all costs, losses and liabilities which it may incur in bringing such action or proceedingscomplying with the instructions.
(de) In the absence of instructions from the Majority Lenders, (or, if appropriate, the Lenders orLenders), if appropriate, the Majority Creditors) the Agent may act (or refrain from taking action) as it considers to be in the best interest of the Lenders.
(ef) The Agent is not 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.
. This paragraph (f) The Security Agent shall be entitled not apply to request instructions, any legal or clarification of any direction, from the Majority Lenders (or, if appropriate, the Lenders or, if appropriate, the Majority Creditors) as to whether, and in what manner, it should exercise or refrain from exercising any rights, powers and discretions and the Security Agent may refrain from acting unless and until those instructions or clarification are received by it.
(g) The Security Agent may, in the absence of any instructions arbitration proceeding relating to the contraryperfection, take such action in the exercise preservation or protection of any of its duties rights under the Finance Documents which in its absolute discretion it considers to be for the protection and benefit of all of the Finance Parties.
(h) The Security Agent may, and shall if so directed by the Agent at any time after receipt by the Security Agent of notice pursuant to Clause 23.18 (Acceleration), enforce the Transaction Security in accordance with the terms Documents or enforcement of the Transaction Security or Transaction Security Documents. The Security Agent may take such action as in its sole discretion it thinks fit to enforce the Transaction Security.
Appears in 1 contract
Sources: Senior Term and Revolving Facilities Agreement (Inspired Entertainment, Inc.)
Majority Lenders’ instructions. (a) Unless a contrary indication appears in a Finance Document, each of the BPIFAE Agent and the Security Agent shall shall:
(i) act exercise any right, power, authority or discretion vested in it 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 Agent or as Security Agent) and it); and
(ii) not be liable 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 LendersFinance Parties.
(c) The Each of the BPIFAE Agent and the Security Agent may refrain from acting in accordance with the instructions of the Majority Lenders (or, if appropriate, the Lenders or, if appropriate, the Majority Creditors) (including any instruction to begin any legal actions or proceedings arising out of or in connection with the Finance DocumentsLenders) until it has received any indemnification and/or such security that as it may in its absolute discretion require for any cost, loss or liability (whether by way of payment in advance or otherwisetogether with any associated VAT) for all costs, losses and liabilities which it may incur in bringing such action or proceedingscomplying with the instructions.
(d) In the absence of instructions from the Majority Lenders, (or, if appropriate, the Lenders or, if appropriate, Lenders) each of the Majority Creditors) BPIFAE Agent and the Security Agent may act (or refrain from taking action) as it considers to be in the best interest of the Lenders.
(e) The Neither the BPIFAE Agent nor the Security Agent is not 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.
(f) The Security Agent shall may assume (unless it has received notice to the contrary in its capacity as Security Agent) that all instructions given to it by the BPIFAE Agent, if required to be entitled to request instructions, or clarification of any direction, from approved by the Majority Lenders (orLenders, if appropriate, the Lenders or, if appropriate, the Majority Creditors) as to whether, and in what manner, it should exercise or refrain from exercising any rights, powers and discretions and the Security Agent may refrain from acting unless and until those instructions or clarification are received by ithave been so approved.
(g) The Security Agent may, in the absence of any instructions to the contrary, take such action in the exercise of any of its duties under the Finance Documents which in its absolute discretion it considers to be for the protection and benefit of all of the Finance Parties.
(h) The Security Agent may, and shall if so directed by the Agent at any time after receipt by the Security Agent of notice pursuant to Clause 23.18 (Acceleration), enforce the Transaction Security in accordance with the terms of the Security Documents. The Security Agent may take such action as in its sole discretion it thinks fit to enforce the Transaction Security.
Appears in 1 contract
Majority Lenders’ instructions. (a) Unless a contrary indication appears in a Finance Document, the Agent and Security Agent shall shall:
(i) act exercise any right, power, authority or discretion vested in it as 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 Agent or as Security Agent) and ); and
(ii) not be liable 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 to the Agent (in relation to any right, power, authority or discretion vested in it as Agent) shall be binding on all the LendersFinance Parties.
(c) The Agent and the Security Agent may refrain from acting in accordance with the instructions of the Majority Lenders (or, if appropriate, the Lenders or, if appropriate, the Majority Creditors) (including any instruction to begin any legal actions or proceedings arising out of or in connection with the Finance DocumentsLenders) until it has received any indemnification and/or such security that as it may in its absolute discretion require for any cost, loss or liability (whether by way of payment in advance or otherwisetogether with any associated VAT) for all costs, losses and liabilities which it may incur in bringing such action or proceedingscomplying with the instructions.
(d) In the absence of of, or while awaiting, instructions from the Majority Lenders, Lenders (or, if appropriate, the Lenders orLenders), if appropriate, the Majority Creditors) the Agent may act (or refrain from taking action) as it considers to be in the best interest of the LendersFinance Parties.
(e) The Agent is not 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. This clause 32.7(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 Security Documents.
(f) The Security Neither the Agent nor the Arranger shall be obliged to request any certificate, opinion or other information under clause 19 (Information undertakings) unless so required in writing by a Lender, in which case the Agent shall be entitled to promptly make the appropriate request instructions, or clarification of any direction, from the Majority Lenders (or, if appropriate, the Lenders or, if appropriate, the Majority Creditors) as to whether, and in what manner, it should exercise or refrain from exercising any rights, powers and discretions and the Security Agent may refrain from acting unless and until those instructions or clarification are received by it.
(g) The Security Agent may, in the absence of any instructions to the contrary, take such action in the exercise of any of its duties under the Finance Documents which in its absolute discretion it considers to be for the protection and benefit of all of the Finance Parties.
(h) The Security Agent may, and shall Borrower if so directed by the Agent at any time after receipt by the Security Agent of notice pursuant to Clause 23.18 (Acceleration), enforce the Transaction Security such request would be in accordance with the terms of the Security Documents. The Security Agent may take such action as in its sole discretion it thinks fit to enforce the Transaction Securitythis Agreement.
Appears in 1 contract
Majority Lenders’ instructions. (a) Unless a contrary indication appears in a Finance Document, the Agent and Security Agent shall (i) act 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 Agent or as Security Agent) and (ii) not be liable 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 LendersLenders and the Arranger.
(c) The Agent and the Security Agent may refrain from acting in accordance with the instructions of the Majority Lenders (or, if appropriate, the Lenders or, if appropriate, the Majority Creditors) (including any instruction to begin any legal actions or proceedings arising out of or in connection with the Finance Documents) until it has received any indemnification and/or such security that as it may in its absolute discretion require for any cost, loss or liability (whether by way of payment in advance or otherwisetogether with any associated VAT) for all costs, losses and liabilities which it may incur in bringing such action or proceedingscomplying with the instructions.
(d) In the absence of instructions from the Majority Lenders, (or, if appropriate, the Lenders or, if appropriate, the Majority Creditors) the Agent may act (or refrain from taking action) as it considers to be in the best interest of the Lenders.
(e) The Agent is not 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.
(f) The Security Agent shall be entitled to request instructions, or clarification of any direction, from the Majority Lenders (or, if appropriate, the Lenders or, if appropriate, the Majority Creditors) as to whether, and in what manner, it should exercise or refrain from exercising any rights, powers and discretions and the Security Agent may refrain from acting unless and until those instructions or clarification are received by it.
(g) The Security Agent may, in the absence of any instructions to the contrary, take such action in the exercise of any of its duties under the Finance Documents which in its absolute discretion it considers to be for the protection and benefit of all of the Finance Parties.
(h) The Security Agent may, and shall if so directed by the Agent at any time after receipt by the Security Agent of notice pursuant to Clause 23.18 (Acceleration), enforce the Transaction Security in accordance with the terms of the Security Documents. The Security Agent may take such action as in its sole discretion it thinks fit to enforce the Transaction Security.
Appears in 1 contract
Majority Lenders’ instructions. (a) Unless a contrary indication appears in a Finance Document, the Agent and Security each Agent shall (i) act exercise any right, power, authority or discretion vested in it as Facility Agent or (as the case may be) Security 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 or (as the case may be) Security Agent) ); and (ii) not be liable 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 LendersFinance Parties.
(c) The Agent and the Security An Agent may refrain from acting in accordance with the instructions of the Majority Lenders (or, if appropriate, the Lenders or, if appropriate, the Majority CreditorsLenders) or under paragraph (including any instruction to begin any legal actions or proceedings arising out of or in connection with the Finance Documentsd) below until it has received any indemnification and/or such security that as it may in its absolute discretion require for any cost, loss or liability (whether by way of payment in advance or otherwisetogether with any associated Indirect Tax) for all costs, losses and liabilities which it may incur in bringing such action or proceedingscomplying with the instructions.
(d) In the absence of instructions from the Majority Lenders, (or, if appropriate, the Lenders or, if appropriate, the Majority CreditorsLenders) the each Agent may act (or refrain from taking action) as it considers to be in the best interest of the Lenders.
(e) The Agent is Agents are not 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.
(f) The Security Agent shall be entitled to request instructions, or clarification of any direction, from the Majority Lenders (or, if appropriate, the Lenders or, if appropriate, the Majority Creditors) as to whether, and in what manner, it should exercise or refrain from exercising any rights, powers and discretions and the Security Agent may refrain from acting unless and until those instructions or clarification are received by it.
(g) The Security Agent may, in the absence of any instructions to the contrary, take such action in the exercise of any of its duties under the Finance Documents which in its absolute discretion it considers to be for the protection and benefit of all of the Finance Parties.
(h) The Security Agent may, and shall if so directed by the Agent at any time after receipt by the Security Agent of notice pursuant to Clause 23.18 (Acceleration), enforce the Transaction Security in accordance with the terms of the Security Documents. The Security Agent may take such action as in its sole discretion it thinks fit to enforce the Transaction Security.
Appears in 1 contract
Sources: Facilities Agreement (3SBio Inc.)
Majority Lenders’ instructions. (a) Unless a contrary indication appears in a Finance Document, the Agent and Security Agent Trustee shall (i) act exercise any right, power, authority or discretion vested in it as Agent and Security Trustee 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 Agent or as and Security AgentTrustee) and (ii) not be liable for any act (or omission) if it acts (or refrains from taking any action) in accordance with such an instruction of the Majority Lenders.. DAVE & GIRISH & CO. 36
(b) Unless ▇nless a contrary indication appears in a Finance Document, any instructions given by the Majority Lenders will be binding on all the LendersFinance Parties.
(c) The Agent and the Security Agent Trustee may refrain from acting in accordance with the instructions of the Majority Lenders (or, if appropriate, the Lenders or, if appropriate, the Majority CreditorsLenders) or under paragraph (including any instruction to begin any legal actions or proceedings arising out of or in connection with the Finance Documentsd) below until it has received any indemnification and/or such security that as it may in its absolute discretion require for any cost, loss or liability (whether by way of payment in advance or otherwisetogether with any associated Indirect Tax) for all costs, losses and liabilities which it may incur in bringing such action or proceedingscomplying with the instructions.
(d) In the absence of instructions from the Majority Lenders, (or, if appropriate, the Lenders or, if appropriate, the Majority CreditorsLenders) the Agent and Security Trustee may act (or refrain from taking action) as it considers to be in the best interest of the Lenders.
(e) The Agent and Security Trustee is not 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.
(f) The Security Agent shall be entitled to request instructions, or clarification of any direction, from the Majority Lenders (or, if appropriate, the Lenders or, if appropriate, the Majority Creditors) as to whether, and in what manner, it should exercise or refrain from exercising any rights, powers and discretions and the Security Agent may refrain from acting unless and until those instructions or clarification are received by it.
(g) The Security Agent may, in the absence of any instructions to the contrary, take such action in the exercise of any of its duties under the Finance Documents which in its absolute discretion it considers to be for the protection and benefit of all of the Finance Parties.
(h) The Security Agent may, and shall if so directed by the Agent at any time after receipt by the Security Agent of notice pursuant to Clause 23.18 (Acceleration), enforce the Transaction Security in accordance with the terms of the Security Documents. The Security Agent may take such action as in its sole discretion it thinks fit to enforce the Transaction Security.
Appears in 1 contract
Sources: Rupee Term Facility Agreement (Sterlite Industries (India) LTD)
Majority Lenders’ instructions. (a) Unless a contrary indication appears in a Finance Document, the Facility Agent and Security Agent shall shall:
(i) act exercise any right, power, authority or discretion vested in it as Servicing Party 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 Agent or as Security Agent) and a Servicing Party); and
(ii) not be liable 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 LendersFinance Parties.
(c) The Agent and the Security Facility Agent may refrain from acting in accordance with the instructions of the Majority Lenders (or, if appropriate, the Lenders or, if appropriate, the Majority Creditors) (including any instruction to begin any legal actions or proceedings arising out of or in connection with the Finance DocumentsLenders) until it has received any indemnification and/or such security that as it may in its absolute discretion require for any cost, loss or liability (whether by way of payment in advance or otherwisetogether with any associated VAT) for all costs, losses and liabilities which it may incur in bringing such action or proceedingscomplying with the instructions.
(d) In the absence of instructions from the Majority Lenders, Lenders (or, if appropriate, the Lenders or, if appropriateLenders), the Majority CreditorsFacility Agent shall not be obliged to take any action (or refrain from taking action) (even if it considers acting or not acting to be in the best interests of 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 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.
. This paragraph (fe) The Security Agent shall be entitled not apply to request instructions, any legal or clarification of any direction, from the Majority Lenders (or, if appropriate, the Lenders or, if appropriate, the Majority Creditors) as to whether, and in what manner, it should exercise or refrain from exercising any rights, powers and discretions and the Security Agent may refrain from acting unless and until those instructions or clarification are received by it.
(g) The Security Agent may, in the absence of any instructions arbitration proceedings relating to the contraryperfection, take such action in the exercise preservation or protection of any of its duties rights under the Finance Documents which in its absolute discretion it considers to be for the protection and benefit of all of the Finance Parties.
(h) The Security Agent may, and shall if so directed by the Agent at any time after receipt by the Security Agent of notice pursuant to Clause 23.18 (Acceleration), enforce the Transaction Security in accordance with the terms of the Security Documents. The Security Agent may take such action as in its sole discretion it thinks fit to enforce the or Finance Documents creating Transaction Security.
Appears in 1 contract
Sources: Term Loan Facility (DryShips Inc.)
Majority Lenders’ instructions. (a) Unless a contrary indication appears in a Finance Document, the Agent and Security Facility Agent shall (i) act 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 Agent or as Security Facility Agent) and (ii) not be liable 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 LendersFinance Parties other than the Facility Agent.
(c) The Agent and the Security Facility Agent may refrain from acting in accordance with the instructions of the Majority Lenders (or, if appropriate, the Lenders or, if appropriate, the Majority Creditors) (including any instruction to begin any legal actions or proceedings arising out of or in connection with the Finance DocumentsLenders) until it has received any indemnification and/or such security that as it may in its absolute discretion require for any cost, loss or liability (whether by way of payment in advance or otherwisetogether with any associated VAT) for all costs, losses and liabilities which it may incur in bringing such action or proceedingscomplying with the instructions.
(d) In the absence of instructions from the Majority Lenders, (or, if appropriate, the Lenders or, if appropriate, the Majority CreditorsLenders) 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 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.
. This paragraph (fe) The Security Agent shall be entitled not apply to request instructionsany legal or arbitration proceeding relating to the perfection, preservation or clarification protection of any direction, from the Majority Lenders (or, if appropriate, the Lenders or, if appropriate, the Majority Creditors) as to whether, and in what manner, it should exercise or refrain from exercising any rights, powers and discretions and rights under the Security Agent may refrain from acting unless and until those instructions Documents or clarification are received by it.
(g) The Security Agent may, in the absence enforcement of any instructions to the contrary, take such action in the exercise of any of its duties under the Finance Documents which in its absolute discretion it considers to be for the protection and benefit of all of the Finance Parties.
(h) The Security Agent may, and shall if so directed by the Agent at any time after receipt by the Security Agent of notice pursuant to Clause 23.18 (Acceleration), enforce the Transaction Security in accordance with the terms of the or Security Documents. The Security Agent may take such action as in its sole discretion it thinks fit to enforce the Transaction Security.
Appears in 1 contract