11Exercise of Discretion Clause Samples

11Exercise of Discretion. (a) To the extent that the Administrative Agent has the right to exercise discretion, make determinations or take actions pursuant to provisions of this Agreement and the other Loan Documents, the Administrative Agent hereby agrees that if, in any specific instance of exercising such discretion, making such determinations or taking such action, the Administrative Agent receives written instruction from the Required Lenders, the Administrative Agent will exercise such discretion, make such determinations and take such actions in accordance with the written instructions of the Required Lenders in such instance with respect to the exercising of such discretion or the making of such determination. Notwithstanding the foregoing, each of the Lenders agrees that until the Administrative Agent receives written instructions from the Required Lenders, the Administrative Agent may reasonable exercise discretion, make determinations and take actions and that the Administrative Agent shall have no obligation to seek any such written instructions. 84 [***] Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission. (b) To the extent that the Collateral Agent has the right to exercise discretion, make determinations or take actions pursuant to provisions of this Agreement and the other Loan Documents, the Collateral Agent hereby agrees that if, in any specific instance of exercising such discretion, making such determinations or taking such action, the Collateral Agent receives written instruction from the Administrative Agent, the Collateral Agent will exercise such discretion, make such determinations and take such actions in accordance with the written instructions of the Administrative Agent in such instance with respect to the exercising of such discretion or the making of such determination. Notwithstanding the foregoing, each of the Lenders and the Administrative Agent agrees that until the Collateral Agent receives written instructions from the Administrative Agent, the Collateral Agent may reasonable exercise discretion, make determinations and take actions and that the Collateral Agent shall have no obligation to seek any such written instructions.