Common use of Majority Noteholders’ instructions Clause in Contracts

Majority Noteholders’ instructions. (a) Unless a contrary indication appears in a Finance Document, the Agent shall (i) exercise any right, power, authority or discretion vested in it as Agent in accordance with any instructions given to it by the Majority Noteholders (or, if so instructed by the Majority Noteholders, refrain from exercising any right, power, authority or discretion vested in it as 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 Noteholders. (b) Unless a contrary indication appears in a Finance Document, any instructions given by the Majority Noteholders will be binding on all the Finance Parties other than the Collateral Agent. (c) The Agent may refrain from acting in accordance with the instructions of any Party (including, without limitation, bringing any legal action or proceeding arising out of or in connection with the Finance Documents) until it has received such indemnification and/or security as it may in its sole discretion require (whether by way of payment in advance or otherwise) for any costs, losses and/or liabilities whatsoever (together with any associated VAT or similar tax) which it may incur in so acting. (d) The Agent may refrain from doing anything which might, in its sole opinion, constitute a breach of any law or regulation or be otherwise actionable at the suit of any person, and may do anything which, in its sole opinion, is necessary or desirable to comply with any applicable law or regulation. (e) In the absence of instructions from the Majority Noteholders (or, if appropriate, the Noteholders), the Agent may act (or refrain from taking action) as it considers to be in the best interest of the Noteholders. (f) The Agent is not authorised to act on behalf of a Noteholder (without first obtaining that Noteholder’s consent) in any legal or arbitration proceedings relating to any Finance Document. This paragraph (f) 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.

Majority Noteholders’ instructions. (a) Unless a Notwithstanding anything to the contrary indication appears contained in the Note Documents, the Parties acknowledge that where any provision in Note Document refers to the Collateral Agent being obliged to or entitled to take any specified action, exercise any discretion, make any determination, give any consent or waiver, or act in a Finance Documentcertain way in connection with the transactions contemplated by the Note Documents, it shall or may (as the Agent shall (icase may be) take such specified action, exercise such discretion, make such determination, give any right, power, authority or discretion vested in it as Agent consent in accordance with any the instructions given to it by or directions of the Majority Noteholders (or, if so instructed by the Majority relevant Note Document expressly stipulates the matter is a decision of any other Noteholder or group of Noteholders, refrain from exercising any right, power, authority that Noteholder or discretion vested in it as Agentgroup of Noteholders) and (ii) not in doing so shall be liable for any act (or omission) if it acts (or refrains from taking any action) in accordance with an instruction of the Majority Noteholdersdeemed to have acted reasonably. (b) Unless a contrary indication appears in a Finance Document, any The instructions given by or directions of the Majority Noteholders will (or, if the relevant Note Document expressly stipulates the matter is a decision of any other Noteholder or group of Noteholders, from that Noteholder or group of Noteholders) shall be binding on all provided in accordance with, and are subject to, the Finance Parties other than the Collateral Agentprovisions of Section 14.4. (c) The Notwithstanding the provisions of Section 14.4, the Collateral Agent may refrain from acting in accordance with the instructions of the Majority Noteholders (or, if the relevant Note Document expressly stipulates the matter is a decision of any Party (includingother Noteholder or group of Noteholders, without limitation, bringing any legal action from that Noteholder or proceeding arising out group of or in connection with the Finance DocumentsNoteholders) until it has received such indemnification and/or security as it may in its sole discretion require (whether by way of payment in advance or otherwise) for any costscost, losses and/or liabilities whatsoever (together with any associated VAT loss or similar tax) liability which it may incur in so actingcomplying with the instructions. (d) The Agent may refrain from doing anything which mightNotwithstanding the provisions of Section 14.4, in its sole opinion, constitute a breach of any law or regulation or be otherwise actionable at the suit of any person, and may do anything which, in its sole opinion, is necessary or desirable to comply with any applicable law or regulation. (e) In the absence of instructions from the Majority Noteholders (or, if appropriatethe relevant Note Document expressly stipulates the matter is a decision of any other Noteholder or group of Noteholders, the from that Noteholder or group of Noteholders), the Collateral Agent may act (or refrain from taking action) as it considers to be in the best interest of the Noteholders. (f) The Agent is not authorised to act on behalf of a Noteholder (without first obtaining that Noteholder’s consent) in any legal or arbitration proceedings relating to any Finance Document. This paragraph (f) shall not apply be obliged to take 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 Documentsaction.

Majority Noteholders’ instructions. (a) Unless a Notwithstanding anything to the contrary indication appears contained in the Note Documents, the Parties acknowledge that where any provision in Note Document refers to the Collateral Agent being obliged to or entitled to take any specified action, exercise any discretion, make any determination, give any consent or waiver, or act in a Finance Documentcertain way in connection with the transactions contemplated by the Note Documents, it shall or may (as the Agent shall (icase may be) take such specified action, exercise such discretion, make such determination, give any right, power, authority or discretion vested in it as Agent consent in accordance with any the instructions given to it by or directions of the Majority Noteholders (or, if so instructed by the Majority relevant Note Document expressly stipulates the matter is a decision of any other Noteholder or group of Noteholders, refrain from exercising any right, power, authority that Noteholder or discretion vested in it as Agentgroup of Noteholders) and (ii) not in doing so shall be liable for any act (or omission) if it acts (or refrains from taking any action) in accordance with an instruction of the Majority Noteholdersdeemed to have acted reasonably. (b) Unless a contrary indication appears in a Finance Document, any The instructions given by or directions of the Majority Noteholders will (or, if the relevant Note Document expressly stipulates the matter is a decision of any other Noteholder or group of Noteholders, from that Noteholder or group of Noteholders) shall be binding on all provided in accordance with, and are subject to, the Finance Parties other than the Collateral Agentprovisions of Section 13.4. (c) The Notwithstanding the provisions of Section 13.4, the Collateral Agent may refrain from acting in accordance with the instructions of the Majority Noteholders (or, if the relevant Note Document expressly stipulates the matter is a decision of any Party (includingother Noteholder or group of Noteholders, without limitation, bringing any legal action from that Noteholder or proceeding arising out group of or in connection with the Finance DocumentsNoteholders) until it has received such indemnification and/or security as it may in its sole discretion require (whether by way of payment in advance or otherwise) for any costscost, losses and/or liabilities whatsoever (together with any associated VAT loss or similar tax) liability which it may incur in so actingcomplying with the instructions. (d) The Agent may refrain from doing anything which mightNotwithstanding the provisions of Section 13.4, in its sole opinion, constitute a breach of any law or regulation or be otherwise actionable at the suit of any person, and may do anything which, in its sole opinion, is necessary or desirable to comply with any applicable law or regulation. (e) In the absence of instructions from the Majority Noteholders (or, if appropriatethe relevant Note Document expressly stipulates the matter is a decision of any other Noteholder or group of Noteholders, the from that Noteholder or group of Noteholders), the Collateral Agent may act (or refrain from taking action) as it considers to be in the best interest of the Noteholders. (f) The Agent is not authorised to act on behalf of a Noteholder (without first obtaining that Noteholder’s consent) in any legal or arbitration proceedings relating to any Finance Document. This paragraph (f) shall not apply be obliged to take 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 Documentsaction.

Majority Noteholders’ instructions. (a) Unless a contrary indication appears in a Finance Document, the Agent shall (i) exercise any right, power, authority or discretion vested in it as Agent in accordance with any instructions given to it by the Majority Noteholders (or, if so instructed by the Majority Noteholders, refrain from exercising any right, power, authority or discretion vested in it as 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 Noteholders.. |EU-DOCS\34803319.2|| (b) Unless a contrary indication appears in a Finance Document, any instructions given by the Majority Noteholders will be binding on all the Finance Parties other than the Collateral Agent. (c) The Agent may refrain from acting in accordance with the instructions of any Party (including, without limitation, bringing any legal action or proceeding arising out of or in connection with the Finance Documents) until it has received such indemnification and/or security as it may in its sole discretion require (whether by way of payment in advance or otherwise) for any costs, losses and/or liabilities whatsoever (together with any associated VAT or similar tax) which it may incur in so acting. (d) The Agent may refrain from doing anything which might, in its sole opinion, constitute a breach of any law or regulation or be otherwise actionable at the suit of any person, and may do anything which, in its sole opinion, is necessary or desirable to comply with any applicable law or regulation. (e) In the absence of instructions from the Majority Noteholders (or, if appropriate, the Noteholders), the Agent may act (or refrain from taking action) as it considers to be in the best interest of the Noteholders. (f) The Agent is not authorised to act on behalf of a Noteholder (without first obtaining that Noteholder’s consent) in any legal or arbitration proceedings relating to any Finance Document. This paragraph (f) 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.