Common use of Actions of the Collateral Manager Clause in Contracts

Actions of the Collateral Manager. The Collateral Manager shall not take any action that, in its judgment, subject to the Servicing Standard, would (i) materially adversely affect the status of the Borrower for purposes of United States federal or state law or other law that, in its judgment, subject to the Servicing Standard, is applicable to the Borrower, (ii) if taken on behalf of the Borrower, not be permitted by the Borrower’s Constituent Documents, copies of which the Collateral Manager acknowledges it has received, (iii) violate any law, rule or regulation of any governmental body or agency having jurisdiction over the Borrower, including, without limitation, actions that would violate United States federal, state or other applicable securities law, the violation of which could reasonably be expected to have a Material Adverse Effect, (iv) require registration of the Borrower or the pool of Collateral as an “investment company” under the Investment Company Act, or (v) cause the Borrower to violate any provision of the Credit Agreement or any other Loan Document to which the Borrower is a party, in each case in any material respect (provided that, in and of itself, failure of the Borrower to satisfy any Coverage Tests, Collateral Quality Tests, Concentration Limitations or any other Eligibility Criteria shall not be considered such a violation). If the Collateral Manager is ordered to take any such action on behalf of the Borrower, the Collateral Manager shall promptly notify the Borrower and the Administrative Agent of the Collateral Manager’s judgment that such action would, in its reasonable business judgment, have one or more of the consequences set forth above and need not take such action, unless the Borrower again requests the Collateral Manager to do so and the Administrative Agent has consented thereto in writing. Notwithstanding any such request, the Collateral Manager need not take such action unless (1) arrangements reasonably satisfactory to it are made to insure or indemnify the Collateral Manager, its partners, members, managers, stockholders, directors, officers, employees, personnel, professional advisors and agents from any liability and expense it may incur as a result of such action and (2) if the Collateral Manager so requests in respect of a question of law, the Borrower delivers to the Collateral Manager an opinion of counsel (from outside counsel reasonably satisfactory to the Collateral Manager) that the action so requested does not violate any law, rule or regulation of any governmental body or agency having jurisdiction over the Borrower or over the Collateral Manager. Neither the Collateral Manager nor its partners, members, managers, stockholders, directors, officers, employees, personnel, professional advisors or agents shall be liable to the Borrower or any other Person, except as provided in Section 10. Notwithstanding anything contained in this Agreement to the contrary, any indemnification or insurance provided for in this Section 7, Section 10 or Section 14 shall be payable out of the Collateral in accordance with the Priority of Payments set forth in Section 9.1 of the Credit Agreement and it is acknowledged that indemnification or insurance arrangements provided for in this Section 7, Section 10 or Section 14 may not be reasonably satisfactory if the Person who would benefit therefrom does not expect sufficient funds may be available under Section 9.1 of the Credit Agreement to satisfy all contingencies. The Collateral Manager covenants that it shall comply in all material respects with all laws and regulations applicable to it in connection with the performance of its duties under this Agreement and the Credit Agreement. Notwithstanding anything in this Agreement or the Credit Agreement, the Collateral Manager shall not intentionally take any action that it knows or should be reasonably expected to know would cause a Default or an Event of Default under the Credit Agreement.

Actions of the Collateral Manager. The Collateral Manager shall not take any action that, in its judgment, subject to the Servicing Standard, would (i) materially adversely affect the status of the Borrower for purposes of United States federal or state law or other law that, in its judgment, subject to the Servicing Standard, is applicable to the Borrower, (ii) if taken on behalf of the Borrower, not be permitted by the Borrower’s Constituent Documents, copies of which the Collateral Manager acknowledges it has received, (iii) violate any law, rule or regulation of any governmental body or agency having jurisdiction over the Borrower, including, without limitation, actions that would violate United States federal, state or other applicable securities law, the violation of which could reasonably be expected to would have a Material Adverse Effect, (iv) require registration of the Borrower or the pool of Collateral as an “investment company” under the Investment Company Act, or (v) cause the Borrower to violate any provision of the Credit Agreement or any other Loan Document to which the Borrower is a party, in each case in any material respect (provided that, in and of itself, failure of the Borrower to satisfy any Coverage Tests, Collateral Quality Tests, Concentration Limitations or any other Eligibility Criteria shall not be considered such a violation). If the Collateral Manager is ordered to take any such action on behalf of the Borrower, the Collateral Manager shall promptly notify the Borrower Borrower, the Administrative Agent and the Administrative Collateral Agent of the Collateral Manager’s judgment that such action would, in its reasonable business judgment, have one or more of the consequences set forth above and need not take such action, unless the Borrower again requests the Collateral Manager to do so and the Administrative Agent has consented thereto in writing. Notwithstanding any such request, the Collateral Manager need not take such action unless (1) arrangements reasonably satisfactory to it are made to insure or indemnify the Collateral Manager, its partners, members, managers, stockholders, directors, officers, employees, personnel, professional advisors and agents from any liability and expense it may incur as a result of such action and (2) if the Collateral Manager so requests in respect of a question of law, the Borrower delivers to the Collateral Manager an opinion of counsel (from outside counsel reasonably satisfactory to the Collateral Manager) that the action so requested does not violate any law, rule or regulation of any governmental body or agency having jurisdiction over the Borrower or over the Collateral Manageraction. Neither the Collateral Manager nor its partners, members, managers, stockholders, directors, officers, employees, personnel, professional advisors or agents shall be liable to the Borrower or any other Person, except as provided in Section 10. Notwithstanding anything contained in this Agreement to the contrary, any indemnification or insurance provided for in this Section 7, Section 10 or Section 14 shall be payable out of the Collateral in accordance with the Priority of Payments set forth in Section 9.1 of the Credit Agreement and it is acknowledged that indemnification or insurance arrangements provided for in this Section 7, Section 10 or Section 14 may not be reasonably satisfactory if the Person who would benefit therefrom does not expect sufficient funds may be available under Section 9.1 of the Credit Agreement to satisfy all contingencies. The Collateral Manager covenants that it shall comply in all material respects with all laws and regulations applicable to it in connection with the performance of its duties under this Agreement and the Credit Agreement. Notwithstanding anything in this Agreement or the Credit Agreement, the Collateral Manager shall not intentionally take any action that it knows or should be reasonably expected to know would cause a Default or an Event of Default under the Credit Agreement.

Actions of the Collateral Manager. The Collateral Manager shall not take any action that, in its judgment, subject to the Servicing Collateral Manager Standard, would (i) materially adversely affect the status of the Borrower for purposes of United States federal or state law or other law that, in its judgment, subject to the Servicing Collateral Manager Standard, is applicable to the Borrower, (ii) if taken on behalf of the Borrower, not be permitted by the Borrower’s Constituent Documents, copies of which the Collateral Manager acknowledges it has received, (iii) violate any law, rule or regulation of any governmental body or agency having jurisdiction over the Borrower, including, without limitation, actions that would violate United States federal, state or other applicable securities law, the violation of which could reasonably be expected to have a Material Adverse Effect, (iv) require registration of the Borrower or the pool of Collateral as an “investment company” under the Investment Company Act, or (v) cause the Borrower to violate any provision of the Credit Agreement or any other Loan Document to which the Borrower is a party, in each case in any material respect (provided that, in and of itself, failure of the Borrower to satisfy any Coverage Testsof the Overcollateralization Ratio Test, Collateral Quality Tests, Concentration Limitations or any other Eligibility Criteria shall not be considered such a violation). If the Collateral Manager is ordered to take any such action on behalf of the Borrower, the Collateral Manager shall promptly notify the Borrower and the Administrative Agent of the Collateral Manager’s judgment that such action would, in its reasonable business judgment, have one or more of the consequences set forth above and need not take such action, unless the Borrower again requests the Collateral Manager to do so and the Administrative Agent has consented thereto in writing. Notwithstanding any such request, the Collateral Manager need not take such action unless (1) arrangements reasonably satisfactory to it are made to insure or indemnify the Collateral Manager, its partners, members, managers, stockholders, directors, officers, employees, personnel, professional advisors and agents from any liability and expense it may incur as a result of such action and (2) if the Collateral Manager so requests in respect of a question of law, the Borrower delivers to the Collateral Manager an opinion of counsel (from outside counsel reasonably satisfactory to the Collateral Manager) that the action so requested does not violate any law, rule or regulation of any governmental body or agency having jurisdiction over the Borrower or over the Collateral Manager. Neither the Collateral Manager nor its partners, members, managers, stockholders, directors, officers, employees, personnel, professional advisors or agents shall be liable to the Borrower or any other Person, except as provided in Section 10. Notwithstanding anything contained in this Agreement to the contrary, any indemnification or insurance provided for in this Section 7, Section 10 or Section 14 shall be payable out of the Collateral in accordance with the Priority of Payments set forth in Section 9.1 of the Credit Agreement and it is acknowledged that indemnification or insurance arrangements provided for in this Section 7, Section 10 or Section 14 may not be reasonably satisfactory if the Person who would benefit therefrom does not expect sufficient funds may be available under Section 9.1 of the Credit Agreement to satisfy all contingencies. The Collateral Manager covenants that it shall comply in all material respects with all laws and regulations applicable to it in connection with the performance of its duties under this Agreement and the Credit Agreement. Notwithstanding anything in this Agreement or the Credit Agreement, the Collateral Manager shall not intentionally take any action that it knows or should be reasonably expected to know would cause a Default or an Event of Default under the Credit Agreement.

Actions of the Collateral Manager. The Collateral Manager shall not take any action that, in its judgment, subject to the Servicing StandardStandard of Care, would (i) materially adversely affect the status of the Borrower for purposes of United States federal or state law or other law that, in its judgment, subject to the Servicing StandardStandard of Care, is applicable to the Borrower, (ii) if taken on behalf of the Borrower, not be permitted by the Borrower’s Constituent Organizational Documents, copies of which the Collateral Manager acknowledges it has received, (iii) violate any law, rule or regulation of any governmental body or agency having jurisdiction over the Borrower, including, without limitation, actions that would violate United States federal, state or other applicable securities law, the violation of which could reasonably be expected to have a Material Adverse Effect, (iv) require registration of the Borrower or the pool of Collateral as an “investment company” under the Investment Company Act, or (v) cause the Borrower to violate any provision of the Credit Agreement or any other Loan Facility Document to which the Borrower is a party, in each case in any material respect (provided that, in and of itself, failure of the Borrower to satisfy any Coverage Tests, Collateral Quality Tests, Advance Rate Test, Concentration Limitations or any other Eligibility Criteria shall not be considered such a violation). If the Collateral Manager is ordered to take any such action on behalf of the Borrower, the Collateral Manager shall promptly notify the Borrower and the Administrative Facility Agent of the Collateral Manager’s judgment that such action would, in its reasonable business judgment, have one or more of the consequences set forth above and need not take such action, unless the Borrower again requests the Collateral Manager to do so and the Administrative Facility Agent has consented thereto in writing. Notwithstanding any such request, the Collateral Manager need not take such action unless (1) arrangements reasonably satisfactory to it are made to insure or indemnify the Collateral Manager, its partners, members, managers, stockholders, directors, officers, employees, personnel, professional advisors and agents from any liability and expense it may incur as a result of such action and (2) if the Collateral Manager so requests in respect of a question of law, the Borrower delivers to the Collateral Manager an opinion of counsel (from outside counsel reasonably satisfactory to the Collateral Manager) that the action so requested does not violate any law, rule or regulation of any governmental body or agency having jurisdiction over the Borrower or over the Collateral Manager. Neither the Collateral Manager nor its partners, members, managers, stockholders, directors, officers, employees, personnel, professional advisors or agents shall be liable to the Borrower or any other Person, except as provided in Section 10. Notwithstanding anything contained in this Agreement to the contrary, any indemnification or insurance provided for in this Section 7, Section 10 or Section 14 shall be payable out of the Collateral in accordance with the Priority of Payments set forth in Section 9.1 9.01 of the Credit Agreement and it is acknowledged that indemnification or insurance arrangements provided for in this Section 7, Section 10 or Section 14 may not be reasonably satisfactory if the Person who would benefit therefrom does not expect sufficient funds may be available under Section 9.1 9.01 of the Credit Agreement to satisfy all contingencies. The Collateral Manager covenants that it shall comply in all material respects with all laws and regulations applicable to it in connection with the performance of its duties under this Agreement and the Credit Agreement. Notwithstanding anything in this Agreement or the Credit Agreement, the Collateral Manager shall not intentionally take any action that it knows or should be reasonably expected to know would cause a Default or an Event of Default under the Credit Agreement.

Actions of the Collateral Manager. The Collateral Manager shall not take any action that, in its judgment, subject to the Servicing Standard, would (i) materially adversely affect the status of the Borrower for purposes of United States federal or state law or other law that, in its judgment, subject to the Servicing Standard, is applicable to the Borrower, (ii) if taken on behalf of the Borrower, not be permitted by the Borrower’s Constituent Documents, copies of which the Collateral Manager acknowledges it has received, (iii) violate any law, rule or regulation of any governmental body or agency having jurisdiction over the Borrower, including, without limitation, actions that would violate United States federal, state or other applicable securities law, the violation of which could reasonably be expected to have a Material Adverse Effect, (iv) require registration of the Borrower or the pool of Collateral as an “investment company” under the Investment Company Act, or (v) cause the Borrower to violate any provision of the Credit Agreement or any other Loan Document to which the Borrower is a party, in each case in any material respect (provided that, in and of itself, failure of the Borrower to satisfy any Coverage Tests, Collateral Quality Tests, Concentration Limitations or any other Eligibility Criteria shall not be considered such a violation). If the Collateral Manager is ordered to take any such action on behalf of the Borrower, the Collateral Manager shall promptly notify the Borrower and the Administrative Facility Agent of the Collateral Manager’s judgment that such action would, in its reasonable business judgment, have one or more of the consequences set forth above and need not take such action, unless the Borrower again requests the Collateral Manager to do so and the Administrative Facility Agent has consented thereto in writing. Notwithstanding any such request, the Collateral Manager need not take such action unless (1) arrangements reasonably satisfactory to it are made to insure or indemnify the Collateral Manager, its partners, members, managers, stockholders, directors, officers, employees, personnel, professional advisors and agents from any liability and expense it may incur as a result of such action and (2) if the Collateral Manager so requests in respect of a question of law, the Borrower delivers to the Collateral Manager an opinion of counsel (from outside counsel reasonably satisfactory to the Collateral Manager) that the action so requested does not violate any law, rule or regulation of any governmental body or agency having jurisdiction over the Borrower or over the Collateral Manager. Neither the Collateral Manager nor its partners, members, managers, stockholders, directors, officers, employees, personnel, professional advisors or agents shall be liable to the Borrower or any other Person, except as provided in Section 10. Notwithstanding anything contained in this Agreement to the contrary, any indemnification or insurance provided for in this Section 7, Section 10 or Section 14 shall be payable out of the Collateral in accordance with the Priority of Payments set forth in Section 9.1 of the Credit Agreement and it is acknowledged that indemnification or insurance arrangements provided for in this Section 7, Section 10 or Section 14 may not be reasonably satisfactory if the Person who would benefit therefrom does not expect sufficient funds may be available under Section 9.1 of the Credit Agreement to satisfy all contingencies. The Collateral Manager covenants that it shall comply in all material respects with all laws and regulations applicable to it in connection with the performance of its duties under this Agreement and the Credit Agreement. Notwithstanding anything in this Agreement or the Credit Agreement, the Collateral Manager shall not intentionally take any action that it knows or should be reasonably expected to know would cause a Default or an Event of Default under the Credit Agreement.

Actions of the Collateral Manager. The Collateral Manager shall not take any action that, in its judgment, subject to the Servicing StandardStandard of Care or as to which it is advised by the managers of the Issuer, would (i) materially adversely affect the status of the Borrower Issuer for purposes of United States federal or state law or other law that, in its judgment, subject to the Servicing StandardStandard of Care or as advised by the managers of the Issuer, is applicable to the BorrowerIssuer, (ii) if taken on behalf of the BorrowerIssuer, not be permitted by the BorrowerIssuer’s Constituent Organizational Documents, copies of which the Collateral Manager acknowledges it has received, (iii) violate any law, rule or regulation of any governmental body or agency having jurisdiction over the BorrowerIssuer, including, without limitation, actions that would violate United States federal, state or other applicable securities lawlaws, in each case the violation of which could reasonably be expected to would have a Material Adverse Effectmaterial adverse effect on the Issuer or on the ability of the Collateral Manager to perform its obligations hereunder, (iv) have a material adverse effect on the enforceability of the Collateral or the ability of the Issuer to comply with any of the Collateral Quality Tests, (v) require registration of the Borrower Issuer or the pool of Collateral as an “investment company” under the Investment Company Act, or (vvi) cause the Borrower Issuer to violate any provision of the Credit Agreement Indenture or any other Loan Transaction Document to which or (vii) adversely affect the Borrower is a party, in each case interests of the Holders of any Class of Secured Notes qua Holders in any material respect (provided that, in and of itself, failure of other than as expressly permitted hereunder or under the Borrower to satisfy any Coverage Tests, Collateral Quality Tests, Concentration Limitations or any other Eligibility Criteria shall not be considered such a violationIndenture). If the Collateral Manager is ordered to take any such action on behalf by an Authorized Officer of the BorrowerIssuer, the Collateral Manager shall promptly notify the Borrower Issuer and the Administrative Agent Trustee of the Collateral Manager’s judgment that such action would, in its reasonable business judgment, have one or more of the consequences set forth above and need not take such action, unless an Authorized Officer of the Borrower Issuer again requests request the Collateral Manager to do so and the Administrative Agent has Trustee and a Majority of the Controlling Class have consented thereto in writing. Notwithstanding any such request, the Collateral Manager need not take such action unless (1) arrangements reasonably satisfactory to it are made to insure or indemnify the Collateral Manager, its partners, members, managers, stockholders, directors, officers, stockholders, members, partners, employees, personnel, professional legal advisors and agents consultants from any liability and expense it may incur as a result of such action and (2) if the Collateral Manager so requests in respect of a question of law, the Borrower delivers to the Collateral Manager an opinion of counsel (from outside counsel reasonably satisfactory to the Collateral Manager) that the action so requested does not violate any law, rule or regulation of any governmental body or agency having jurisdiction over the Borrower or over the Collateral Manageraction. Neither the Collateral Manager nor its partners, members, managers, stockholders, directors, officers, employeesmanagers, personnelmembers, professional advisors stockholders or agents employees shall be liable to the Borrower Issuer or any other Person, except as provided in Section 10. Notwithstanding anything contained in this Agreement to the contrary, any indemnification or insurance provided for in this Section 7, 7 or Section 10 or Section 14 shall be payable out of the Collateral in accordance with the Priority of Payments priorities set forth in Section 9.1 11.01 of the Credit Agreement and it is acknowledged that indemnification or insurance arrangements provided for in this Section 7, Section 10 or Section 14 may not be reasonably satisfactory if the Person who would benefit therefrom does not expect sufficient funds may be available under Section 9.1 of the Credit Agreement to satisfy all contingenciesIndenture. The Collateral Manager covenants that it shall comply in all material respects with all laws and regulations applicable to it in connection with the performance of its duties under this Agreement and the Credit AgreementIndenture. Notwithstanding anything in this Agreement or the Credit AgreementIndenture, the Collateral Manager shall not intentionally take any action that it knows or should be reasonably expected to know would cause a Default or an Event of Default under the Credit AgreementIndenture.