Common use of Actions by Administrative Agent Clause in Contracts

Actions by Administrative Agent. Notwithstanding anything to the contrary contained herein, in any other Credit Document or elsewhere, each Lender and each Credit Party hereby acknowledges and agrees that (i) in the case of any agreement, document, instrument, matter or other item that is required under the terms of this Agreement or any other Credit Document to be consented to, approved by or acceptable or satisfactory to, the Administrative Agent (whether subject to a reasonableness standard or otherwise) (each, an “Agent Required Approval Item”), the Administrative Agent shall be entitled to withhold its consent or approval to, or its acceptance or satisfaction with, or (if applicable) its signature to, such Agent Required Approval Item unless and until the Administrative Agent has received a written direction from the Requisite Lenders (or such other number or percentage of the Lenders as shall be expressly provided for herein or in the other applicable Credit Document) directing it to (x) consent to or approve, or to indicate its acceptance or satisfaction with, such Agent Required Approval Item and (y) if applicable, execute and deliver (or take any other applicable action with respect to) such Agent Required Approval Item) (such direction letter being referred to herein as an “Approval Direction”), and (ii) neither the Administrative Agent nor any of its Related Parties shall have any liability to any Lender, Credit Party or other Person as a result of the Administrative Agent withholding its consent or approval to, or its acceptance or satisfaction with, or (if applicable) its signature to, any Agent Required Approval Item in the absence of an Approval Direction in respect thereof. The provisions of this paragraph are in addition to, and not in limitation of, the other exculpatory provisions set forth herein.

Actions by Administrative Agent. Notwithstanding anything In case one or more Events of Default have occurred and shall be continuing, and whether or not acceleration of the Obligations shall have occurred, the Administrative Agent shall, if (a) so requested by the Required Lenders and (b) the Required Lenders have provided to the contrary contained hereinAdministrative Agent such additional indemnities and assurances against expenses and liabilities as the Administrative Agent may reasonably request, proceed to enforce the provisions of any of the Other Documents authorizing the sale or other disposition of all or any part of the Collateral and exercise all or any such other legal and equitable and other rights or remedies as it may have in respect of such Collateral. The Required Lenders may direct the Administrative Agent in writing as to the method and the extent of any such sale or other disposition and exercise of such other rights or remedies as it may have in respect of such Collateral, the Lenders hereby agreeing to indemnify and hold the Administrative Agent, harmless from all liabilities incurred in respect of all actions taken or omitted in accordance with such directions; PROVIDED, HOWEVER, that the Administrative Agent need not comply with any such direction to the extent that the Administrative Agent reasonably believes the Administrative Agent's compliance with such direction to be unlawful or commercially unreasonable in any other Credit Document applicable jurisdiction. In any event, the Lenders agree, as among themselves, that the Administrative Agent shall not, without the consent or elsewhereapproval of the Required Lenders and subject to Section 10.14. hereof, each Lender and each Credit Party hereby acknowledges and agrees that (i) make any sale or disposition of the Collateral, (ii) release or subordinate the security interest of the Lenders in any of the case Collateral or release or discharge any Person which is a party to this Agreement or the Other Documents, (iii) consent or agree to any amendment or waiver of any agreement, document, instrument, matter or other item that is required under the terms material provision of this Agreement or the Other Documents, (iv) declare any Default, (v) exercise any right or remedy with respect to the acceleration or collection of the Obligations or (vi) take any other Credit Document to be consented to, approved by or acceptable or satisfactory to, action which requires the Administrative Agent (whether subject to a reasonableness standard or otherwise) (each, an “Agent Required Approval Item”), the Administrative Agent shall be entitled to withhold its consent or approval to, or its acceptance or satisfaction with, or (if applicable) its signature to, such Agent Required Approval Item unless and until the Administrative Agent has received a written direction from the Requisite Lenders (or such other number or percentage of the Lenders as shall be expressly provided for herein under this Agreement or in the other applicable Credit Document) directing it to (x) consent to or approve, or to indicate its acceptance or satisfaction with, such Agent Required Approval Item and (y) if applicable, execute and deliver (or take any other applicable action with respect to) such Agent Required Approval Item) (such direction letter being referred to herein as an “Approval Direction”), and (ii) neither the Administrative Agent nor any of its Related Parties shall have any liability to any Lender, Credit Party or other Person as a result of the Administrative Agent withholding its consent or approval to, or its acceptance or satisfaction with, or (if applicable) its signature to, any Agent Required Approval Item in the absence of an Approval Direction in respect thereof. The provisions of this paragraph are in addition to, and not in limitation of, the other exculpatory provisions set forth hereinOther Documents.

Actions by Administrative Agent. Notwithstanding The Administrative Agent shall be fully justified in failing or refusing to take any action under this Agreement or any other Transaction Document unless it shall first receive such advice or concurrence of the Required Lenders as it deems appropriate and, if it so requests, it shall first be indemnified to its satisfaction by the Lenders against any and all liability and expense which may be incurred by it by reason of taking or continuing to take any such action. The Administrative Agent shall in all cases be fully protected in acting, or in refraining from acting, under this Agreement or any other Transaction Document in accordance with a request or consent of the Required Lenders; provided that, notwithstanding anything to the contrary contained herein, the Administrative Agent shall not be required to take any action hereunder if the taking of such action, in the reasonable determination of the Administrative Agent, shall be in violation of any Applicable Law or contrary to any provision of this Agreement or shall expose the Administrative Agent to liability hereunder or otherwise. In the event the Administrative Agent requests the consent of a Lender pursuant to the foregoing provisions and the Administrative Agent does not receive a consent (either positive or negative) from such Person within 10 Business Days of such Person’s receipt of such request, then such Lender shall be deemed to have declined to consent to the relevant action. As to any matters not expressly provided for by this Agreement (including collection of any amounts due on the Advances Outstanding or any matter that would require the Administrative Agent to exercise any discretion hereunder or under any other Credit Document or elsewhereTransaction Document, each Lender and each Credit Party hereby acknowledges and agrees that (i) including without limitation, in connection with the case enforcement of any agreementright or remedy under the Transaction Documents whether before or after a default, documentin connection with a bankruptcy proceeding (or similar relief) or otherwise), instrumentthe Administrative Agent shall not be required to exercise any discretion or take any action, matter but shall be required to act or to refrain from acting (and shall be fully protected in so acting or refraining from acting) solely upon the instructions of the Required Lenders, and such instructions shall be binding; provided however, that the Administrative Agent shall not be required to take any action at the direction of the Required Lenders or otherwise which exposes the Administrative Agent to liability or which is contrary to this Agreement or the other item that Transaction Documents or Applicable Law unless the Administrative Agent is required under furnished with an indemnification reasonably satisfactory to the Administrative Agent with respect thereto. The Administrative Agent may at any time request instructions from the Lenders with respect to any actions or approvals which by the terms of this Agreement or of any of the other Credit Document to be consented to, approved by or acceptable or satisfactory to, Transaction Documents the Administrative Agent (whether subject is permitted to take or to grant. Whether or not the Administrative Agent makes such a reasonableness standard request, at all times except with respect to an express obligation or otherwise) (each, an “Agent Required Approval Item”)requirement set forth herein, the Administrative Agent shall be entitled to withhold its consent refrain from such act or approval to, or its acceptance or satisfaction with, or (if applicable) its signature to, taking such Agent Required Approval Item action unless and until the Administrative Agent shall have received instructions from the Required Lenders, and the Administrative Agent shall not incur liability to any Person by reason of so refraining. If, in performing its duties under this Agreement, the Administrative Agent is required to decide between alternative courses of action or has received a written direction conflicting directions or any other directions from Lenders who do not satisfy the definition of Required Lenders, the Administrative Agent may refrain from taking any action until it receives instructions from the Requisite Lenders Required Lenders. Each Lender agrees that in any instance in which this Agreement or any other Transaction Document provides that the Administrative Agent’s consent may not be unreasonably withheld, provide for the exercise of the Administrative Agent’s reasonable discretion, or provide to a similar effect, it shall not in its instructions (or, by refusing to provide instruction) to the Administrative Agent withhold its consent or exercise its discretion in an unreasonable manner. It is expressly agreed and acknowledged that the Administrative Agent is not guaranteeing performance of or assuming any liability for the obligations of the Borrower or the Collateral Manager or other parties hereto or any parties to the Loan Assets. The Administrative Agent shall not be liable for any failure, inability or unwillingness on the part of the Borrower to provide accurate and complete information on a timely basis to the Administrative Agent, or otherwise on the part of any such party (if not the same Person as the Administrative Agent) to comply with the terms of this Agreement, and shall have no liability for any inaccuracy or error in the performance or observance on the Administrative Agent’s part of any of its duties hereunder or under the other Transaction Documents that is caused by or results from any such inaccurate, incomplete or untimely information received by it, or other failure on the part of any such other number party (if not the same Person as the Administrative Agent) to comply with the terms hereof. The Lenders hereby authorize and empower the Administrative Agent to execute and deliver on their behalf the Transaction Documents and all related agreements, documents or percentage of the Lenders instruments as shall be expressly provided for herein necessary or appropriate as determined by the Required Lenders in good form and in the other applicable Credit Document) directing it forms presented to (x) consent to or approve, or to indicate its acceptance or satisfaction with, such Agent Required Approval Item and (y) if applicable, execute and deliver (or take any other applicable action with respect to) such Agent Required Approval Item) (such direction letter being referred to herein as an “Approval Direction”), and (ii) neither the Administrative Agent nor any of its Related Parties shall have any liability to any Lender, Credit Party or other Person as a result of the Administrative Agent withholding its consent or approval todate hereof in order to effectuate the purposes of the Transaction Documents and any such other related agreements, or its acceptance or satisfaction with, or (if applicable) its signature to, any Agent Required Approval Item in the absence of an Approval Direction in respect thereof. The provisions of this paragraph are in addition to, documents and not in limitation of, the other exculpatory provisions set forth hereininstruments.