Actions by Facility Agent. The Facility Agent shall not have any duty to take any discretionary action or exercise any discretionary power, except discretionary rights and powers expressly contemplated by this Agreement that the Facility Agent is required to exercise. The Facility Agent shall in all cases 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, including prepayment of any related expenses and other protection it requires against any and all costs, expenses and liabilities it may incur in taking or continuing to take any such discretionary action at the direction of the Required Lenders or all Lenders, as applicable. The Facility 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 Lenders or as determined by the Facility Agent to be necessary to comply with any Applicable Law, regulation or court order; provided that, notwithstanding anything to the contrary herein, the Facility Agent shall not be required to take any action hereunder if the taking of such action, in the reasonable determination of the Facility Agent or in the opinion of its external counsel, shall be in violation of any Applicable Law or contrary to any provision of this Agreement or shall expose the Facility Agent to liability hereunder or otherwise, including, for the avoidance of doubt, any action that may be in violation of the automatic stay or that may affect a forfeiture, modification or termination of a property interest in violation of any applicable Bankruptcy Laws. Notwithstanding anything to the contrary herein or in any other Transaction Document, in the event the Facility Agent requests the consent of any Lender pursuant to the foregoing provisions and the Facility Agent does not receive a consent (either positive or negative) from such Lender within ten (10) Business Days of such Xxxxxx’s receipt of such request, then such Lender shall be deemed to have declined to consent to the relevant action. The obligations of the Facility Agent and the Lenders under this Agreement and eac...
