Common use of Instructions to Collateral Agent Clause in Contracts

Instructions to Collateral Agent. (i) The Collateral Agent shall be entitled to refrain from taking any action unless it has such instruction (in the form of Proper Instructions) from the Borrower (or the Collateral Manager on the Borrower’s behalf) the Required Lenders or the Administrative Agent, as applicable, as it reasonably deems necessary. In the absence of gross negligence, fraud or willful misconduct by the Collateral Agent, the Collateral Agent shall have no liability for any action (or forbearance from action) taken pursuant to the terms of this Agreement or any other Facility Document or pursuant to any Proper Instruction of the Borrower, the Collateral Manager, the Required Lenders or the Administrative Agent, as applicable. (ii) Whenever the Collateral Agent is entitled or required to receive or obtain any communications or information pursuant to or as contemplated by this Agreement, it shall be entitled to receive the same in writing, in form, content and medium reasonably acceptable to it and otherwise in accordance with any applicable term of this Agreement; and whenever any report or other information is required to be produced or distributed by the Collateral Agent it shall be in form, content and medium reasonably acceptable to it and the Borrower, and otherwise in accordance with any applicable term of this Agreement. (iii) In case any reasonable question arises as to its duties hereunder, the Collateral Agent may, so long as no Event of Default has occurred and is continuing, request written instructions from the Collateral Manager and may, after the occurrence and during the continuance of an Event of Default, request written instructions from the Administrative Agent, and shall be entitled at all times to refrain from taking any action unless it has received written instructions from the Collateral Manager or the Administrative Agent, as applicable. The Collateral Agent shall, in the absence of gross negligence, fraud or willful misconduct by the Collateral Agent, have no liability, risk or cost for any action taken pursuant to and in compliance with the written instruction of the Administrative Agent.

Instructions to Collateral Agent. (i) The Collateral Agent shall be entitled to refrain from taking any action unless it has such instruction (been instructed in the form of Proper Instructions) from writing by the Borrower (or the Collateral Manager Servicer on the Borrower’s behalf) ), the Required Lenders or the Administrative Agent, as applicable, as it reasonably deems necessary. In the absence of gross negligence, fraud negligence or willful misconduct by the Collateral Agent, the Collateral Agent shall have no liability for any action (or forbearance from action) taken pursuant to the terms of this Agreement or any other Facility Document or pursuant to any Proper Instruction such written instructions of the Borrower, the Collateral ManagerServicer, the Required Lenders or the Administrative Agent, as applicable. (ii) Whenever the Collateral Agent is entitled or required to receive or obtain any communications or information pursuant to or as contemplated by this Agreement, it shall be entitled to receive the same in writing, in form, content and medium reasonably acceptable to it and otherwise in accordance with any applicable term of this Agreement; and whenever any report or other information is required to be produced or distributed by the Collateral Agent it shall be in form, content and medium reasonably acceptable to it and the Borrower, and otherwise in accordance with any applicable term of this Agreement. (iii) In case any reasonable question arises as to its duties hereunder, the Collateral Agent may, so long as no Event of Default has occurred and is continuing, request written instructions from the Collateral Manager Servicer and may, after the occurrence and during the continuance of an Event of Default, request written instructions from the Administrative Agent, and shall be entitled at all times to refrain from taking any action unless it has received written instructions from the Collateral Manager Servicer or the Administrative Agent, as applicable. The Collateral Agent shall, in the absence of gross negligence, fraud negligence or willful misconduct by the Collateral Agent, have no liability, risk or cost for any action taken pursuant to and in compliance with the written instruction of the Administrative Agent.

Instructions to Collateral Agent. (i) The Collateral Agent shall be entitled to refrain from taking any action unless it has such instruction (been instructed in the form of Proper Instructions) from writing by the Borrower (or the Collateral Manager Investment Advisor on the Borrower’s behalf) ), the Required Lenders or the Administrative Agent, as applicable, as it reasonably deems necessary. In the absence of gross negligence, fraud negligence or willful misconduct by the Collateral Agent, the Collateral Agent shall have no liability for any action (or forbearance from action) taken pursuant to the terms of this Agreement or any other Facility Document or pursuant to any Proper Instruction such written instructions of the Borrower, the Collateral ManagerInvestment Advisor, the Required Lenders or the Administrative Agent, as applicable. (ii) Whenever the Collateral Agent is entitled or required to receive or obtain any communications or information pursuant to or as contemplated by this Agreement, it shall be entitled to receive the same in writing, in form, content and medium reasonably acceptable to it and otherwise in accordance with any applicable term of this Agreement; and whenever any report or other information is required to be produced or distributed by the Collateral Agent it shall be in form, content and medium reasonably acceptable to it and the Borrower, and otherwise in accordance with any applicable term of this Agreement. (iii) In case any reasonable question arises as to its duties hereunder, the Collateral Agent may, so long as no Event of Default has occurred and is continuing, request written instructions from the Collateral Manager Investment Advisor and may, after the occurrence and during the continuance of an Event of Default, request written instructions from the Administrative Agent, and shall be entitled at all times to refrain from taking any action unless it has received written instructions from the Collateral Manager Investment Advisor or the Administrative Agent, as applicable. The Collateral Agent shall, in the absence of gross negligence, fraud negligence or willful misconduct by the Collateral Agent, have no liability, risk or cost for any action taken pursuant to and in compliance with the written instruction of the Administrative Agent.

Instructions to Collateral Agent. (i) The Collateral Agent shall be entitled to refrain from taking any action unless it has such instruction (in the form of Proper Instructions) from the Borrower (or the Collateral Manager on the Borrower’s behalf) ), the Required Lenders or the Administrative Agent, as applicable, as it reasonably deems necessary. In the absence of gross negligence, fraud or willful misconduct by the Collateral Agent, the Collateral Agent shall have no liability for any action (or forbearance from action) taken pursuant to the terms of this Agreement or any other Facility Document or pursuant to any Proper Instruction of the Borrower, the Collateral Manager, the Required Lenders or the Administrative Agent, as applicable. (ii) Whenever the Collateral Agent is entitled or required to receive or obtain any communications or information pursuant to or as contemplated by this Agreement, it shall be entitled to receive the same in writing, in form, content and medium reasonably acceptable to it and otherwise in accordance with any applicable term of this Agreement; and whenever any report or other information is required to be produced or distributed by the Collateral Agent it shall be in form, content and medium reasonably acceptable to it and the Borrower, and otherwise in accordance with any applicable term of this Agreement. (iii) In case any reasonable question arises as to its duties hereunder, the Collateral Agent may, so long as no Event of Default has occurred and is continuing, request written instructions from the Collateral Manager and may, after the occurrence and during the continuance of an Event of Default, request written instructions from the Administrative Agent, and shall be entitled at all times to refrain from taking any action unless it has received written instructions from the Collateral Manager or the Administrative Agent, as applicable. The Collateral Agent shall, in the absence of gross negligence, fraud or willful misconduct by the Collateral Agent, have no liability, risk or cost for any action taken pursuant to and in compliance with the written instruction of the Administrative AgentAgent (or the Collateral Manager if permitted under the Facility Documents).

Instructions to Collateral Agent. (i) The Collateral Agent shall be entitled to refrain from taking any action unless it has such instruction (been instructed in the form of Proper Instructions) from writing by the Borrower (or the Collateral Manager Servicer on the Borrower’s 's behalf) ), the Required Majority Lenders or the Administrative Agent, as applicable, as it reasonably deems necessary. In the absence of gross negligence, fraud negligence or willful misconduct by the Collateral Agent, the Collateral Agent shall have no liability for any action (or forbearance from action) taken pursuant to the terms of this Agreement or any other Facility Document or pursuant to any Proper Instruction such written instructions of the Borrower, the Collateral ManagerServicer, the Required Majority Lenders or the Administrative Agent, as applicable. (ii) Whenever the Collateral Agent is entitled or required to receive or obtain any communications or information pursuant to or as contemplated by this Agreement, it shall be entitled to receive the same in writing, in form, content and medium reasonably acceptable to it and otherwise in accordance with any applicable term of this Agreement; and whenever any report or other information is required to be produced or distributed by the Collateral Agent it shall be in form, content and medium reasonably acceptable to it and the Borrower, and otherwise in accordance with any applicable term of this Agreement. (iii) In case any reasonable question arises as to its duties hereunder, the Collateral Agent may, so long as no Event of Default has occurred and is continuing, request written instructions from the Collateral Manager Borrower or the Servicer and may, after the occurrence and during the continuance of an Event of Default, request written instructions from the Administrative Agent, and shall be entitled at all times to refrain from taking any action unless it has received written instructions from the Collateral Manager Borrower, the Servicer or the Administrative Agent, as applicable. The Collateral Agent shall, in the absence of gross negligence, fraud negligence or willful misconduct by the Collateral Agent, have no liability, risk or cost for any action taken pursuant to and in compliance with the written instruction of the Administrative Agent.

Instructions to Collateral Agent. (i) The Collateral Agent shall be entitled to refrain from taking any action unless it has such instruction (in the form of Proper Instructions) from the Borrower (or the Collateral Manager on the Borrower’s behalf) the Required Lenders or the Administrative Agent, as applicable, as it reasonably deems necessary. In the absence of gross negligence, fraud or willful misconduct by the Collateral Agent, the Collateral Agent shall have no liability for any action (or forbearance from action) taken pursuant to the terms of this Agreement or any other Facility Document or pursuant to any Proper Instruction of the Borrower, the Collateral Manager, the Required Lenders or the Administrative Agent, as applicable. (ii) Whenever the Collateral Agent is entitled or required to receive or obtain any communications or information pursuant to or as contemplated by this Agreement, it shall be entitled to receive the same in writing, in form, content and medium reasonably acceptable to it and otherwise in accordance with any applicable term of this Agreement; and whenever any report or other information is required to be produced or distributed by the Collateral Agent it shall be in form, content and medium reasonably acceptable to it and the Borrower, and otherwise in accordance with any applicable term of this Agreement. (iii) In case any reasonable question arises as to its duties hereunder, the Collateral Agent may, so long as no Event of Default has occurred and is continuing, request written instructions from the Collateral Manager and may, after the occurrence and during the continuance of an Event of Default, request written instructions from the Administrative Agent, and shall be entitled at all times to refrain from taking any action unless it has received written instructions from the Collateral Manager or the Administrative Agent, as applicable. The Collateral Agent shall, in the absence of gross negligence, fraud or willful misconduct by the Collateral Agent, have no liability, risk or cost for any action taken pursuant to and in compliance with the written instruction of the Administrative AgentAgent or the Collateral Manager, as applicable.

Instructions to Collateral Agent. (i) The Collateral Agent shall be entitled to refrain from taking any action unless it has such instruction (in the form of Proper Instructions) from the Borrower (or the Collateral Manager on the Borrower’s behalf) the Required Lenders or the Administrative Agent, as applicable, as it reasonably deems necessary. In the absence of gross negligence, fraud or willful misconduct by the Collateral Agent, the Collateral Agent shall have no liability for any action (or forbearance from action) taken pursuant to the terms of this Agreement or any other Facility Document or pursuant to any Proper Instruction of the Borrower, the Collateral Manager, the Required Lenders or the Administrative Agent, as applicable. (ii) Whenever the Collateral Agent is entitled or required to receive or obtain any communications or information pursuant to or as contemplated by this Agreement, it shall be entitled to receive the same in writing, in form, content and medium reasonably acceptable to it and otherwise in accordance with any applicable term of this Agreement; and whenever any report or other information is required to be produced or distributed by the Collateral Agent it shall be in form, content and medium reasonably acceptable to it and the Borrower, and otherwise in accordance with any applicable term of this Agreement. (iii) In case any reasonable question arises as to its duties hereunder, the Collateral Agent may, so long as no Event of Default has occurred and is continuing, request written instructions from the Collateral Manager and may, after the occurrence and during the continuance of an Event of Default, request written instructions from the Administrative Agent, and shall be entitled at all times to refrain from taking any action unless it has received written instructions from the Collateral Manager or the Administrative Agent, as applicable. The Collateral Agent shall, in the absence of gross negligence, fraud or willful misconduct by the Collateral Agent, have no liability, risk or USActive 59109857.10 cost for any action taken pursuant to and in compliance with the written instruction of the Administrative Agent.

Instructions to Collateral Agent. (i) The Collateral Agent shall be entitled to refrain from taking any action unless it has such instruction (in the form of Proper Instructions) from the Borrower (or the Collateral Manager Servicer on the Borrower’s behalf) the Required Lenders or the Administrative Agent, as applicable, as it reasonably deems necessary. In the absence of gross negligence, fraud or willful misconduct by the Collateral Agent, the Collateral Agent shall have no liability for any action (or forbearance from action) taken pursuant to the terms of this Agreement or any other Facility Document or pursuant to any Proper Instruction of the Borrower, the Collateral ManagerServicer, the Required Lenders or the Administrative Agent, as applicable. (ii) Whenever the Collateral Agent is entitled or required to receive or obtain any communications or information pursuant to or as contemplated by this Agreement, it shall be entitled to receive the same in writing, in form, content and medium reasonably acceptable to it and otherwise in accordance with any applicable term of this Agreement; and whenever any report or other information is required to be produced or distributed by the Collateral Agent it shall be in form, content and medium reasonably acceptable to it and the Borrower, and otherwise in accordance with any applicable term of this Agreement. (iii) In case any reasonable question arises as to its duties hereunder, the Collateral Agent may, so long as no Event of Default has occurred and is continuing, request written instructions from the Collateral Manager Servicer and may, after the occurrence and during the continuance of an Event of Default, request written instructions from the Administrative Agent, and shall be entitled at all times to refrain from taking any action unless it has received written instructions from the Collateral Manager Servicer or the Administrative Agent, as applicable. The Collateral Agent shall, in the absence of gross negligence, fraud or willful misconduct by the Collateral Agent, have no liability, risk or cost for any action taken pursuant to and in compliance with the written instruction of the Administrative AgentAgent or the Servicer.

Instructions to Collateral Agent. ‌ (ia) The At any time it is necessary to determine the Exposures of the Secured Parties hereunder in order to effect any approval or instructions by the Requisite Secured Parties or pursuant to an Act of Instructing Secured Parties, as applicable, the Collateral Agent shall request each Secured Debt Representative to provide to the Collateral Agent a written calculation of the total Exposure of the Series of Secured Debt represented by such Secured Debt Representative, and each such calculation to be certified true and correct by the Secured Debt Representative providing same. Such calculation of Exposures shall be in such detail as may be reasonably requested by the Collateral Agent. Each Secured Debt Representative shall provide such calculation of Exposures within two (2) Business Days following the request of the Collateral Agent. Any such calculation provided by a particular Secured Debt Representative shall, absent manifest error, constitute prima facie evidence of the total Exposures of the Series of Secured Debt represented by such Secured Debt Representative at such time and the Collateral Agent shall be entitled to refrain from taking any action unless it has conclusively rely on such instruction calculation. Within two (in 2) Business Days following the form receipt of Proper Instructionsall such calculations of Exposures from‌ the Secured Debt Representatives, the Collateral Agent shall notify the Secured Debt Representatives of the total Exposures of each Series of Secured Debt. (b) Following receipt of the notification from the Borrower (Collateral Agent of the calculation of the total Exposures of each Series of Secured Debt and the relevant matter under this Agreement or the Collateral Manager on Security Documents requiring approval or instructions from the Borrower’s behalf) the Required Lenders Requisite Secured Parties or the Administrative Agentpursuant to an Act of Instructing Secured Parties, as applicable, each Secured Debt Representative representing a Series of Secured Debt entitled to approve or instruct with respect to such matter in accordance with the terms of this Agreement shall as it reasonably deems necessarysoon as practicable and in any event no later than within five (5) Business Days following the receipt of such notification, seek a vote or consent solicitation with respect to such approval or instructions in accordance with the required procedures and timelines set out under its applicable Secured Debt Documents. Following the completion of such vote or consent solicitation, each such Secured Debt Representative shall notify the Collateral Agent of the results of such vote or consent solicitation, such results to be certified true and correct by the Secured Debt Representative providing same and the Collateral Agent shall be entitled to conclusively rely on such certified results and act in accordance therewith. (c) Prior to the receipt by the Collateral Agent of a Notice of Actionable Default, with respect to any matter requiring the approval of the Secured Parties hereunder (other than those matters specified in Section 9.1(a)(iii)), the Collateral Agent shall, following the determination of Exposures in accordance with Section 5.11(a), act in accordance with the approval or instructions of the Requisite Secured Parties. (d) With respect to any amendment, supplement or other matter specified in Section 9.1(a)(iii), the Collateral Agent shall request written confirmation from each of the Secured Debt Representatives who represent each affected Series of Secured Debt that the requisite percentage or number of affected holders of each such affected Series of Secured Debt has approved the relevant amendment, supplement or other matter in accordance with the required voting thresholds for such amendment, supplement or other matter under the applicable Secured Debt Documents and the Collateral Agent shall be entitled to conclusively rely on such written confirmation from such Secured Debt Representatives and act in accordance therewith. (e) Any Obligor or the Secured Party may request at any time that the Collateral Agent seek approval or instructions with respect to any matter requiring the approval or instructions of the Secured Parties under this Agreement, in accordance with the provisions of this Section 5.11. (f) Following receipt of a Notice of Actionable Default, in determining how to conduct an Enforcement Proceeding, the Collateral Agent shall, following the determination of Exposures in accordance with Section 5.11(a), request from the Secured Debt Representatives and take instruction pursuant to an Act of Instructing Secured Parties, and shall conduct the Enforcement Proceeding in accordance therewith. In the absence of gross negligence, fraud or willful misconduct by providing such instructions to the Collateral Agent, the Secured Debt Representatives shall act in good faith and may not act to frustrate any Enforcement Proceeding. If at any time following receipt of a Notice of Actionable Default, the Collateral Agent shall not have no liability for any action (or forbearance from action) taken received clear instructions pursuant to the terms an Act of this Agreement or any other Facility Document or pursuant to any Proper Instruction of the Borrower, the Collateral Manager, the Required Lenders or the Administrative Agent, as applicable. (ii) Whenever the Collateral Agent is entitled or required to receive or obtain any communications or information pursuant to or as contemplated by this Agreement, it shall be entitled to receive the same in writing, in form, content and medium reasonably acceptable to it and otherwise in accordance with any applicable term of this Agreement; and whenever any report or other information is required to be produced or distributed Instructing Secured Parties within 14 days following a written request by the Collateral Agent it shall be in form, content and medium reasonably acceptable to it and the Borrower, and otherwise in accordance with any applicable term for an Act of this Agreement. (iii) In case any reasonable question arises as to its duties hereunderInstructing Secured Parties, the Collateral Agent may, so long as no Event shall use its reasonable commercial efforts to obtain instructions pursuant to an Act of Default has occurred and is continuing, request written instructions from the Collateral Manager and may, after the occurrence and during the continuance Instructing Secured Parties by requesting a meeting of an Event Secured Parties or meeting of Default, request written instructions from the Administrative Agent, and shall be entitled at all times to refrain from taking any action unless it has received written instructions from the Collateral Manager or the Administrative AgentSecured Parties for a particular Series of Secured Debt, as applicable, and the Secured Parties shall act in good faith in the conduct of such meeting and may not act to frustrate such meeting. The Unless and until the Collateral Agent shall, in the absence of gross negligence, fraud or willful misconduct by the Collateral Agent, have no liability, risk or cost for any action taken receives such clear instructions pursuant to and in compliance with the written instruction an Act of the Administrative AgentInstructing Secured Parties, no Enforcement Proceeding shall be commenced.

Instructions to Collateral Agent. (i) The Collateral Agent shall be entitled to refrain from taking any action unless it has such instruction (been instructed in the form of Proper Instructions) from writing by the Borrower (or the Collateral Manager Servicer on the Borrower’s behalf) ), the Required Lenders or the Administrative Agent, as applicable, as it reasonably deems necessary. In the absence of gross negligence, fraud negligence or willful misconduct by the Collateral Agent, the Collateral Agent shall have no liability for any action (or forbearance from action) taken pursuant to the terms of this Agreement or any other Facility Document or pursuant to any Proper Instruction such written instructions of the Borrower, the Collateral ManagerServicer, the Required Lenders or the Administrative Agent, as applicable. (ii) Whenever the Collateral Agent is entitled or required to receive or obtain any communications or information pursuant to or as contemplated by this Agreement, it shall be entitled to receive the same in writing, in form, content and medium reasonably acceptable to it and otherwise in accordance with any applicable term of this Agreement; and whenever any report or other information is required to be produced or distributed by the Collateral Agent it shall be in form, content and medium reasonably acceptable to it and the Borrower, and otherwise in accordance with any applicable term of this Agreement. (iii) In case any reasonable question arises as to its duties hereunder, the Collateral Agent may, so long as no Event of Default has occurred and is continuing, request written instructions from the Collateral Manager Servicer and may, after the occurrence and during the continuance of an Event of Default, request written instructions from the Administrative Agent, and shall be entitled at all times to refrain from taking any action unless it has received written USActive 53852035.1153852035.14.docx -128- instructions from the Collateral Manager Servicer or the Administrative Agent, as applicable. The Collateral Agent shall, in the absence of gross negligence, fraud negligence or willful misconduct by the Collateral Agent, have no liability, risk or cost for any action taken pursuant to and in compliance with the written instruction of the Administrative Agent.

Instructions to Collateral Agent. (ia) The At any time it is necessary to determine the Exposures of the Secured Parties hereunder in order to effect any approval or instructions by the Requisite Secured Parties or pursuant to an Act of Instructing Secured Parties, as applicable, the Collateral Agent shall request each Secured Debt Representative to provide to the Collateral Agent a written calculation of the total Exposure of the Series of Secured Debt represented by such Secured Debt Representative, and each such calculation to be certified true and correct by the Secured Debt Representative providing same. Such calculation of Exposures shall be in such detail as may be reasonably requested by the Collateral Agent. Each Secured Debt Representative shall provide such calculation of Exposures within two (2) Business Days following the request of the Collateral Agent. Any such calculation provided by a particular Secured Debt Representative shall, absent manifest error, constitute prima facie evidence of the total Exposures of the Series of Secured Debt represented by such Secured Debt Representative at such time and the Collateral Agent shall be entitled to refrain from taking any action unless it has conclusively rely on such instruction calculation. Within two (in 2) Business Days following the form receipt of Proper Instructions) all such calculations of Exposures from the Borrower Secured Debt Representatives, the Collateral Agent shall notify the Secured Debt Representatives of the total Exposures of each Series of Secured Debt. (b) Following receipt of the notification from the Collateral Agent of the calculation of the total Exposures of each Series of Secured Debt and the relevant matter under this Agreement or the Collateral Manager on Security Documents requiring approval or instructions from the Borrower’s behalf) the Required Lenders Requisite Secured Parties or the Administrative Agentpursuant to an Act of Instructing Secured Parties, as applicable, each Secured Debt Representative representing a Series of Secured Debt entitled to approve or instruct with respect to such matter in accordance with the terms of this Agreement shall as it reasonably deems necessarysoon as practicable and in any event no later than within five (5) Business Days following the receipt of such notification, seek a vote or consent solicitation with respect to such approval or instructions in accordance with the required procedures and timelines set out under its applicable Secured Debt Documents. Following the completion of such vote or consent solicitation, each such Secured Debt Representative shall notify the Collateral Agent of the results of such vote or consent solicitation, such results to be certified true and correct by the Secured Debt Representative providing same and the Collateral Agent shall be entitled to conclusively rely on such certified results and act in accordance therewith. (c) Prior to the receipt by the Collateral Agent of a Notice of Actionable Default, with respect to any matter requiring the approval of the Secured Parties hereunder (other than those matters specified in Section 9.1(a)(iii)), the Collateral Agent shall, following the determination of Exposures in accordance with Section 5.11(a), act in accordance with the approval or instructions of the Requisite Secured Parties. (d) With respect to any amendment, supplement or other matter specified in Section 9.1(a)(iii), the Collateral Agent shall request written confirmation from each of the Secured Debt Representatives who represent each affected Series of Secured Debt that the requisite percentage or number of affected holders of each such affected Series of Secured Debt has approved the relevant amendment, supplement or other matter in accordance with the required voting thresholds for such amendment, supplement or other matter under the applicable Secured Debt Documents and the Collateral Agent shall be entitled to conclusively rely on such written confirmation from such Secured Debt Representatives and act in accordance therewith. (e) Any Obligor or the Secured Party may request at any time that the Collateral Agent seek approval or instructions with respect to any matter requiring the approval or instructions of the Secured Parties under this Agreement, in accordance with the provisions of this Section 5.11. (f) Following receipt of a Notice of Actionable Default, in determining how to conduct an Enforcement Proceeding, the Collateral Agent shall, following the determination of Exposures in accordance with Section 5.11(a), request from the Secured Debt Representatives and take instruction pursuant to an Act of Instructing Secured Parties, and shall conduct the Enforcement Proceeding in accordance therewith. In the absence of gross negligence, fraud or willful misconduct by providing such instructions to the Collateral Agent, the Secured Debt Representatives shall act in good faith and may not act to frustrate any Enforcement Proceeding. If at any time following receipt of a Notice of Actionable Default, the Collateral Agent shall not have no liability for any action (or forbearance from action) taken received clear instructions pursuant to the terms an Act of this Agreement or any other Facility Document or pursuant to any Proper Instruction of the Borrower, the Collateral Manager, the Required Lenders or the Administrative Agent, as applicable. (ii) Whenever the Collateral Agent is entitled or required to receive or obtain any communications or information pursuant to or as contemplated by this Agreement, it shall be entitled to receive the same in writing, in form, content and medium reasonably acceptable to it and otherwise in accordance with any applicable term of this Agreement; and whenever any report or other information is required to be produced or distributed Instructing Secured Parties within 14 days following a written request by the Collateral Agent it shall be in form, content and medium reasonably acceptable to it and the Borrower, and otherwise in accordance with any applicable term for an Act of this Agreement. (iii) In case any reasonable question arises as to its duties hereunderInstructing Secured Parties, the Collateral Agent may, so long as no Event shall use its reasonable commercial efforts to obtain instructions pursuant to an Act of Default has occurred and is continuing, request written instructions from the Collateral Manager and may, after the occurrence and during the continuance Instructing Secured Parties by requesting a meeting of an Event Secured Parties or meeting of Default, request written instructions from the Administrative Agent, and shall be entitled at all times to refrain from taking any action unless it has received written instructions from the Collateral Manager or the Administrative AgentSecured Parties for a particular Series of Secured Debt, as applicable, and the Secured Parties shall act in good faith in the conduct of such meeting and may not act to frustrate such meeting. The Unless and until the Collateral Agent shall, in the absence of gross negligence, fraud or willful misconduct by the Collateral Agent, have no liability, risk or cost for any action taken receives such clear instructions pursuant to and in compliance with the written instruction an Act of the Administrative AgentInstructing Secured Parties, no Enforcement Proceeding shall be commenced.

Instructions to Collateral Agent. (ia) The Collateral Agent shall be entitled to refrain from taking any action unless it has such instruction (been instructed in the form of Proper Instructions) from writing by the Borrower (or the Collateral Manager on the Borrower’s behalf) ), the Required Lenders or the Administrative Agent, as applicable, as it reasonably deems necessary. In the absence of gross negligence, fraud negligence or willful misconduct by the Collateral Agent, the Collateral Agent shall have no liability for any action (or forbearance from action) taken pursuant to the terms of this Agreement or any other Facility Document or pursuant to any Proper Instruction such written instructions of the Borrower, the Collateral Manager, the Required Lenders or the Administrative Agent, as applicable. (iib) Whenever the Collateral Agent is entitled or required to receive or obtain any communications or information pursuant to or as contemplated by this Agreement, it shall be entitled to receive the same in writing, in form, content and medium reasonably acceptable to it and otherwise in accordance with any applicable term of this Agreement; and whenever any report or other information is required to be produced or distributed by the Collateral Agent it 750499896 22723957 shall be in form, content and medium reasonably acceptable to it and the Borrower, and otherwise in accordance with any applicable term of this Agreement. (iiic) In case any reasonable question arises as to its duties hereunder, the Collateral Agent may, so long as no Event of Default has occurred and is continuing, request written instructions from the Collateral Manager and may, after the occurrence and during the continuance of an Event of Defaultat any time, request written instructions from the Administrative Agent, and shall be entitled at all times to refrain from taking any action unless it has received written instructions from the Collateral Manager or the Administrative Agent, as applicable. The Collateral Agent shall, in the absence of gross negligence, fraud negligence or willful misconduct by the Collateral Agent, have no liability, risk or cost for any action taken pursuant to and in compliance with the written instruction of the Administrative Agent.

Instructions to Collateral Agent. 108 (i) The Collateral Agent shall be entitled to refrain from taking any action unless it has such instruction (in the form of Proper Instructions) from the Borrower (or the Collateral Manager on the Borrower’s behalf) the Required Lenders or the Administrative Agent, as applicable, as it reasonably deems necessary. In the absence of gross negligence, fraud or willful misconduct by the Collateral Agent, the Collateral Agent shall have no liability for any action (or forbearance from action) taken pursuant to the terms of this Agreement or any other Facility Document or pursuant to any Proper Instruction of the Borrower, the Collateral Manager, the Required Lenders or the Administrative Agent, as applicable. (ii) Whenever the Collateral Agent is entitled or required to receive or obtain any communications or information pursuant to or as contemplated by this Agreement, it shall be entitled to receive the same in writing, in form, content and medium reasonably acceptable to it and otherwise in accordance with any applicable term of this Agreement; and whenever any report or other information is required to be produced or distributed by the Collateral Agent it shall be in form, content and medium reasonably acceptable to it and the Borrower, and otherwise in accordance with any applicable term of this Agreement. (iii) In case any reasonable question arises as to its duties hereunder, the Collateral Agent may, so long as no Event of Default has occurred and is continuing, request written instructions from the Collateral Manager and may, after the occurrence and during the continuance of an Event of Default, request written instructions from the Administrative Agent, and shall be entitled at all times to refrain from taking any action unless it has received written instructions from the Collateral Manager or the Administrative Agent, as applicable. The Collateral Agent shall, in the absence of gross negligence, fraud or willful misconduct by the Collateral Agent, have no liability, risk or cost for any action taken pursuant to and in compliance with the written instruction of the Administrative Agent.

Instructions to Collateral Agent. (i) The Collateral Agent shall be entitled to refrain from taking any action unless it has such instruction (in the form of Proper Instructions) from the Borrower (or the Collateral Manager on the Borrower’s behalf) the Required Lenders or the Administrative Agent, as applicable, as it reasonably deems necessary. In the absence of gross negligence, fraud or willful misconduct by the Collateral Agent, the Collateral Agent shall have no liability for any action (or forbearance from action) taken pursuant to the terms of this Agreement or any other Facility Document or pursuant to any Proper Instruction of the Borrower, the Collateral Manager, the Required Lenders or the Administrative Agent, as applicable. (ii) Whenever the Collateral Agent is entitled or required to receive or obtain any communications or information pursuant to or as contemplated by this Agreement, it shall be entitled to receive the same in writing, in form, content and medium reasonably acceptable to it and otherwise in accordance with any applicable term of this Agreement; and whenever any report or other information is required to be produced or distributed by the Collateral Agent it shall be in form, content and medium reasonably acceptable to it and the Borrower, and otherwise in accordance with any applicable term of this Agreement. (iii) In case any reasonable question arises as to its duties hereunder, the Collateral Agent may, so long as no Event of Default has occurred and is continuing, request written instructions from the Collateral Manager and may, after the occurrence and during the continuance of an Event of Default, request written instructions from the Administrative Agent, and shall be entitled at all times to refrain from taking any action unless it has received written instructions from the Collateral Manager or the Administrative Agent, as applicable. The Collateral Agent shall, in the absence of gross negligence, fraud or willful misconduct by the Collateral Agent, have no liability, risk or cost for any action taken pursuant to and in compliance with the written instruction of the Administrative Agent.

Instructions to Collateral Agent. (i) The Collateral Agent shall be entitled to refrain from taking any action unless it has such instruction (in the form of Proper Instructions) from the Borrower (or the Collateral Manager on the Borrower’s behalf) the Required Lenders or the Administrative Agent, as applicable, as it reasonably deems necessary. In the absence of gross negligence, fraud or willful misconduct by the Collateral Agent, the Collateral Agent shall have no liability for any action (or forbearance from action) taken pursuant to the terms of this Agreement or any other Facility Document or pursuant to any Proper Instruction of the Borrower, the Collateral Manager, the Required Lenders or the Administrative Agent, as applicable. (ii) Whenever the Collateral Agent is entitled or required to receive or obtain any communications or information pursuant to or as contemplated by this Agreement, it shall be entitled to receive the same in writing, in form, content and medium reasonably acceptable to it and otherwise in accordance with any applicable term of this Agreement; and whenever any report or other information is required to be produced or distributed by the Collateral Agent it shall be in form, content and medium reasonably acceptable to it USActive 59109857.15 and the Borrower, and otherwise in accordance with any applicable term of this Agreement. (iii) In case any reasonable question arises as to its duties hereunder, the Collateral Agent may, so long as no Event of Default has occurred and is continuing, request written instructions from the Collateral Manager and may, after the occurrence and during the continuance of an Event of Default, request written instructions from the Administrative Agent, and shall be entitled at all times to refrain from taking any action unless it has received written instructions from the Collateral Manager or the Administrative Agent, as applicable. The Collateral Agent shall, in the absence of gross negligence, fraud or willful misconduct by the Collateral Agent, have no liability, risk or cost for any action taken pursuant to and in compliance with the written instruction of the Administrative Agent.

Instructions to Collateral Agent. (i) The Collateral Agent shall be entitled to refrain from taking any action unless it has such instruction (in the form of Proper Instructions) from the Borrower (or the Collateral Manager on the Borrower’s behalf) the Required Lenders or the Administrative Agent, as applicable, as it reasonably deems necessary. In , and shall be entitled to require, upon notice to the absence of gross negligence, fraud Borrower or willful misconduct by the Collateral Administrative Agent, the as applicable, that Proper Instructions to it be in writing. The Collateral Agent shall have no liability for any action (or forbearance from action) taken pursuant to the terms of this Agreement or any other Facility Document or pursuant to any Proper Instruction of the Borrower, the Collateral Manager, the Required Lenders Manager or the Administrative Agent, as applicable. (ii) Whenever the Collateral Agent is entitled or required to receive or obtain any communications or information pursuant to or as contemplated by this Agreement, it shall be entitled to receive the same in writing, in form, content and medium reasonably acceptable to it and otherwise in accordance with any applicable term of this Agreement; and whenever any report or other information is required to be produced or distributed by the Collateral Agent it shall be in form, content and medium reasonably acceptable to it and the Borrower, and otherwise in accordance with any applicable term of this Agreement. (iii) In case any reasonable question arises as to its duties hereunder, the Collateral Agent may, so long as no Event of Default has occurred and is continuing, request written instructions from the Collateral Manager and may, after the occurrence and during the continuance of an Event of Default, request written instructions from the Administrative Agent, and shall be entitled at all times to refrain from taking any action unless it has received written instructions from the Collateral Manager or the Administrative Agent, as applicable. The Collateral Agent shall, shall in the absence of gross negligence, fraud or willful misconduct by the Collateral Agent, all events have no liability, risk or cost for any action taken pursuant to and in compliance with the written instruction of the Administrative Agent.