Common use of Instructions of Required Lenders Clause in Contracts

Instructions of Required Lenders. The rights and remedies conferred upon Administrative Agent under the Loan Documents may be exercised without the necessity of joinder of any other party, unless required by Applicable Law. Administrative Agent may request instructions from Required Lenders with respect to any act (including the failure to act) in connection with this Agreement or any other Loan Document, and may seek assurances to its satisfaction from Lenders of their indemnification obligations under Section 13.5 against all Claims which could be incurred by Administrative Agent in connection with any act (or failure to act). Administrative Agent shall be entitled to refrain from any act until it has received such instructions or assurances, and Administrative Agent shall not incur liability to any Person by reason of so refraining. Instructions of the Required Lenders shall be binding upon all Lenders, and no Lender or any other Person shall have any right of action whatsoever against Administrative Agent as a result of Administrative Agent’s acting or refraining from acting in accordance with the instructions of the Required Lenders. Notwithstanding the foregoing, instructions by and consent of all Lenders (except any Defaulting Lender) shall be required in the circumstances described in Section 16.2(a)(iv). The Required Lenders, without the prior written consent of each Lender, may not direct Administrative Agent to accelerate and demand payment of Loans held by one Lender without accelerating and demanding payment of all other Loans or terminate the Revolving Commitments of one Lender without terminating the Revolving Commitments of all Lenders. Administrative Agent shall not be required to take any action which, in its opinion, or in the opinion of its legal counsel, is contrary to Applicable Law or any Loan Document or could subject any Administrative Agent Indemnitee to liability, including for the avoidance of doubt any action that may be in violation of the automatic stay under any Debtor Relief Law or that may effect a forfeiture, modification or termination of Property of a Defaulting Lender in violation of any Debtor Relief Law.

Instructions of Required Lenders. The rights and remedies conferred upon Administrative Agent under the Loan Documents may be exercised without the necessity of joinder of any other party, unless required by Applicable Law. Administrative Agent may request instructions from Required Lenders with respect to any act (including the failure to act) in connection with this Agreement or any other Loan DocumentDocuments, and may seek assurances to its satisfaction from Lenders of their indemnification obligations under Section 13.5 12.6 against all Claims which that could be incurred by Administrative Agent in connection with any act (or failure to act). Administrative Agent shall be entitled to refrain from any act until it has received such instructions or assurances, and Administrative Agent shall not incur liability to any Person by reason of so refraining. Instructions of the Required Lenders shall be binding upon all Lenders, and no Lender or any other Person shall have any right of action whatsoever against Administrative Agent as a result of Administrative Agent’s Agent acting or refraining from acting in accordance with the instructions of the Required Lenders. Notwithstanding the foregoing, instructions by and consent of all Lenders (except any Defaulting Lender) shall be required in the circumstances described in Section 16.2(a)(iv). The 14.1.1, and in no event shall, and in no event shall Required Lenders, without the prior written consent of each Lender, may not direct Administrative Agent to accelerate and demand payment of Loans held by one Lender without accelerating and demanding payment of all other Loans or Loans, nor to terminate the Revolving Commitments of one Lender without terminating the Revolving Commitments of all Lenders. Administrative In no event shall Agent shall not be required to take any action whichthat, in its opinion, or in the opinion of its legal counsel, is contrary to Applicable Law or any Loan Document Documents or could subject any Administrative Agent Indemnitee to personal liability, including for the avoidance of doubt any action that may be in violation of the automatic stay under any Debtor Relief Law or that may effect a forfeiture, modification or termination of Property of a Defaulting Lender in violation of any Debtor Relief Law.

Instructions of Required Lenders. The rights and remedies conferred upon Administrative Agent under the Loan Documents may be exercised without the necessity of joinder of joining any other party, unless required by Applicable Lawapplicable law. Administrative In determining compliance with a condition for any action hereunder, including satisfaction of any condition in Section 3, Agent may presume that the condition is satisfactory to a Lender and Bank Product Provider unless Agent has received written notice to the contrary from such Lender or Bank Product Provider before Agent takes the action. Agent may request instructions from Required Lenders or other Lenders or Bank Product Providers with respect to any act (including the failure to act) in connection with this Agreement any Loan Documents or any other Loan DocumentCollateral, and may seek assurances to its reasonable satisfaction from Lenders or Bank Product Providers of their indemnification obligations under Section 13.5 against all Applicable Claims which that could be incurred by Administrative Agent. Agent in connection with any act (or failure to act). Administrative Agent shall be entitled to may refrain from any act until it has received such instructions or assurances, and Administrative Agent shall not incur liability to any Person by reason of so refraining. Instructions of the Required Lenders shall be binding upon all LendersLenders (and Bank Product Providers), and no Lender (or any other Person Bank Product Provider) shall have any right of action whatsoever against Administrative Agent as a result of Administrative Agent’s Agent acting or refraining from acting in accordance with the pursuant to instructions of the Required Lenders. Notwithstanding the foregoing, instructions by and consent of all Lenders (except any Defaulting Lender) specific parties shall be required in to the circumstances described extent provided in Section 16.2(a)(iv)14.1. The Required Lenders, without the prior written consent of each Lender, may not direct Administrative In no event shall Agent to accelerate and demand payment of Loans held by one Lender without accelerating and demanding payment of all other Loans or terminate the Revolving Commitments of one Lender without terminating the Revolving Commitments of all Lenders. Administrative Agent shall not be required to take any action which, that it determines in its opinion, or in the opinion of its legal counsel, discretion is contrary to Applicable Law applicable law or any Loan Document Documents or could subject any Administrative Agent Indemnitee Agent-Related Person to liability, including for the avoidance of doubt any action that may be in violation of the automatic stay under any Debtor Relief Law or that may effect a forfeiture, modification or termination of Property of a Defaulting Lender in violation of any Debtor Relief Law.

Instructions of Required Lenders. The rights and remedies conferred upon Administrative Agent under the Loan Documents may be exercised without the necessity of joinder of joining any other party, unless required by Applicable Law. In determining compliance with a condition for any action hereunder, including satisfaction of any condition in Section 6, Administrative Agent may presume that the condition is satisfactory to a Secured Party unless Administrative Agent has received notice to the contrary from such Secured Party before Agent takes the action. Administrative Agent may request instructions from Required Lenders, all Lenders or other Secured Parties with respect to any act (including the failure to act) in connection with this Agreement any Loan Documents or any other Loan DocumentCollateral, and may seek assurances to its satisfaction from Lenders Secured Parties of their indemnification obligations under Section 13.5 against all Claims which that could be incurred by Administrative Agent in connection with any act (or failure to act)Agent. Administrative Agent shall be entitled to may refrain from any act until it has received such instructions any necessary instructions, consents or assurancesassurances from the Required Lenders, or to the extent required under Section 15.1.1, all Lenders, and Administrative Agent shall not incur liability to any Person by reason of so refraining. Instructions of the Required Lenders or all Lenders shall be binding upon all LendersSecured Parties, and no Lender or any other Person Secured Party shall have any right of action whatsoever against Administrative Agent as a result of Administrative Agent’s Agent acting or refraining from acting in accordance with the pursuant to instructions of the Required Lenders or all Lenders. Notwithstanding the foregoing, instructions by and consent of all Lenders (except any Defaulting Lender) specific parties shall be required in to the circumstances described extent provided in Section 16.2(a)(iv)15.1.1. The Required Lenders, without the prior written consent of each Lender, may not direct In no event shall Administrative Agent to accelerate and demand payment of Loans held by one Lender without accelerating and demanding payment of all other Loans or terminate the Revolving Commitments of one Lender without terminating the Revolving Commitments of all Lenders. Administrative Agent shall not be required to take any action which, that it determines in its opinion, or in the opinion of its legal counsel, discretion is contrary to Applicable Law or any Loan Document Documents or could subject any Administrative Agent Indemnitee to liability, including for the avoidance of doubt any action that may be in violation of the automatic stay under any Debtor Relief Law or that may effect a forfeiture, modification or termination of Property of a Defaulting Lender in violation of any Debtor Relief Law.

Instructions of Required Lenders. The rights and remedies conferred upon Administrative Agent under the Loan Credit Documents may be exercised without the necessity of joinder of any other party, unless required by Applicable Law. Administrative In determining compliance with a condition for any action hereunder, including satisfaction of any condition in Section 6, Agent may presume that the condition is satisfactory to a Secured Party unless Agent has received notice to the contrary from such Secured Party before Agent takes the action. Agent may request instructions from Required Lenders with respect to any act (including the failure to act) in connection with this Agreement any Credit Documents or any other Loan DocumentCollateral, and may seek assurances to its satisfaction from Lenders of their indemnification obligations under Section 13.5 11.6 against all Claims which that could be incurred by Administrative Agent in connection with any act (or failure to act). Administrative Agent shall be entitled to refrain from any act until it has received such instructions or assurances, and Administrative Agent shall not incur liability to any Person by reason of so refraining. Instructions of the Required Lenders shall be binding upon all LendersSecured Parties, and no Lender or any other Person Secured Party shall have any right of action whatsoever against Administrative Agent as a result of Administrative Agent’s Agent acting or refraining from acting in accordance with the instructions of the Required Lenders. Notwithstanding the foregoing, instructions by and consent of each affected Lender, all Lenders or the Supermajority Lenders (except any Defaulting Lenderas applicable) shall be required in the circumstances described in Section 16.2(a)(iv13.1.1(a)(i). The , (ii) and (iii), respectively, and in no event shall Required Lenders, without the prior written consent of the requisite Lenders, direct Agent to take any action which would require the consent of each affected Lender, may not direct Administrative all Lenders or the Supermajority Lenders, as applicable. In no event shall Agent to accelerate and demand payment of Loans held by one Lender without accelerating and demanding payment of all other Loans or terminate the Revolving Commitments of one Lender without terminating the Revolving Commitments of all Lenders. Administrative Agent shall not be required to take any action which, that it determines in its opinion, or in the opinion of its legal counsel, discretion is contrary to Applicable Law or any Loan Document Credit Documents or could subject any Administrative Agent Indemnitee to liability, including for the avoidance of doubt any action that may be in violation of the automatic stay under any Debtor Relief Law or that may effect a forfeiture, modification or termination of Property of a Defaulting Lender in violation of any Debtor Relief Law.

Instructions of Required Lenders. The rights and remedies conferred upon Administrative Agent under the Loan Documents may be exercised without the necessity of joinder of any other party, unless required by Applicable Law. Administrative Agent may request instructions from Required Lenders with respect to any act (including the failure to act) in connection with this Agreement or any other Loan DocumentDocuments, and may seek assurances to its satisfaction from Lenders of their indemnification obligations under Section 13.5 12.6 against all Claims which that could be incurred by Administrative Agent in connection with any act (or failure to act). Administrative Agent shall be entitled to refrain from any act until it has received such instructions or assurances, and Administrative Agent shall not incur liability to any Person by reason of so refraining. Instructions of the Required Lenders shall be binding upon all Lenders, and no Lender or any other Person shall have any right of action whatsoever against Administrative Agent as a result of Administrative Agent’s Agent acting or refraining from acting in accordance with the instructions of the Required Lenders. Notwithstanding the foregoing, instructions by and consent of all Lenders (except any Defaulting Lender) shall be required in the circumstances described in Section 16.2(a)(iv). The 15.1.1, and in no event shall Required Lenders, without the prior written consent of each Lender, may not direct Administrative Agent to accelerate and demand payment of Loans held by one Lender without accelerating and demanding payment of all other Loans or Loans, nor to terminate the Revolving Commitments Revolver Commitment of one Lender without terminating the Revolving Revolver Commitments of all Lenders. Administrative In no event shall Agent shall not be required to take any action whichthat, in its opinion, or in the opinion of its legal counsel, is contrary to Applicable Law or any Loan Document Documents or could subject any Administrative Agent Indemnitee to personal liability, including for the avoidance of doubt any action that may be in violation of the automatic stay under any Debtor Relief Law or that may effect a forfeiture, modification or termination of Property of a Defaulting Lender in violation of any Debtor Relief Law.

Instructions of Required Lenders. The rights and remedies conferred upon Administrative Agent under the Loan Documents may be exercised without the necessity of joinder of any other party, unless required by Applicable Law. Administrative In determining compliance with a condition for any action hereunder, including satisfaction of any condition in Section 6, Agent may presume that the condition is satisfactory to a Secured Party unless Agent has received notice to the contrary from such Secured Party before Agent takes the action. Agent may request instructions from Required Lenders with respect to any act (including the failure to act) in connection with this Agreement or any other Loan DocumentDocuments, and may seek assurances to its satisfaction from Lenders of their indemnification obligations under Section 13.5 12.6 against all Claims which that could be incurred by Administrative Agent in connection with any act (or failure to act). Administrative Agent shall be entitled to refrain from any act until it has received such instructions or assurances, and Administrative Agent shall not incur liability to any Person by reason of so refraining. Instructions of the Required Lenders shall be binding upon all Lenders, and no Lender or any other Person shall have any right of action whatsoever against Administrative Agent as a result of Administrative Agent’s Agent acting or refraining from acting in accordance with the instructions of the Required Lenders. Notwithstanding the foregoing, instructions by and consent of all Lenders (except any Defaulting Lender) shall be required in the circumstances described in Section 16.2(a)(iv). The 15.1.1, and in no event shall Required Lenders, without the prior written consent of each Lender, may not direct Administrative Agent to accelerate and demand payment of Loans held by one Lender without accelerating and demanding payment of all other Loans or Loans, nor to terminate the Revolving Commitments Revolver Commitment of one Lender without terminating the Revolving Revolver Commitments of all Lenders. Administrative In no event shall Agent shall not be required to take any action whichthat, in its opinion, or in the opinion of its legal counsel, is contrary to Applicable Law or any Loan Document Documents or could subject any Administrative Agent Indemnitee to personal liability, including for the avoidance of doubt any action that may be in violation of the automatic stay under any Debtor Relief Law or that may effect a forfeiture, modification or termination of Property of a Defaulting Lender in violation of any Debtor Relief Law.

Instructions of Required Lenders. The rights and remedies conferred upon Administrative Agent under the Loan Documents may be exercised without the necessity of joinder of any other party, unless required by Applicable Law. Administrative Agent may request instructions from Required Lenders with respect to any act (including the failure to act) in connection with this Agreement or any other Loan DocumentDocuments, and may seek assurances to its satisfaction from Lenders of their indemnification obligations under Section 13.5 12.6 against all Claims which that could be incurred by Administrative Agent in connection with any act (or failure to act). Administrative Agent shall be entitled to refrain from any act until it has received such instructions or assurances, and Administrative Agent shall not incur liability to any Person by reason of so refraining. Instructions of the Required Lenders shall be binding upon all Lenders, and no Lender or any other Person shall have any right of action whatsoever against Administrative Agent as a result of Administrative Agent’s Agent acting or refraining from acting in accordance with the instructions of the Required Lenders. Notwithstanding the foregoing, instructions by and consent of all Lenders (except any Defaulting Lender) shall be required in the circumstances described in Section 16.2(a)(iv). The 14.1.1, and in no event shall Required Lenders, without the prior written consent of each Lender, may not direct Administrative Agent to accelerate and demand payment of Revolver Loans held by one Lender without accelerating and demanding payment of all other Loans or Revolver Loans, nor to terminate the Revolving Revolver Commitments of one Lender without terminating the Revolving Revolver Commitments of all Lenders. Administrative In no event shall Agent shall not be required to take any action whichthat, in its opinion, or in the opinion of its legal counsel, is contrary to Applicable Law or any Loan Document Documents or could subject any Administrative Agent Indemnitee to personal liability, including for the avoidance of doubt any action that may be in violation of the automatic stay under any Debtor Relief Law or that may effect a forfeiture, modification or termination of Property of a Defaulting Lender in violation of any Debtor Relief Law.

Instructions of Required Lenders. The rights and remedies conferred upon the Administrative Agent under the Loan Documents may be exercised without the necessity of joinder of any other party, unless required by Applicable Law. The Administrative Agent may request instructions from Required Lenders or other Secured Parties with respect to any act (including the failure to act) in connection with this Agreement or any other Loan DocumentDocuments, and may seek assurances to its satisfaction from Lenders Secured Parties of their indemnification obligations under Section 13.5 against all Claims which that could be incurred by the Administrative Agent in connection with any act (or failure to act). The Administrative Agent shall be entitled fully justified in failing or refusing to refrain from take any act until action under this Agreement or any other Loan Document unless it has received shall first receive such instructions advice or assurances, concurrence of the Required Lenders (or such other number or percentage of Lenders as shall be provided for herein or in the other Loan Documents) as it deems appropriate or it shall first be indemnified to its satisfaction by the Lenders against any and all liability and expense that may be incurred by it by reason of taking or continuing to take any such action. The Administrative Agent shall not incur liability to be liable for any Person action taken or not taken by reason it (i) with the consent or at the request of so refrainingthe Required Lenders (or such other number or percentage of the Lenders as shall be necessary, or as the Administrative Agent shall believe in good faith shall be necessary, under the circumstances as provided in Sections 7.01 and 9.08), or (ii) in the absence of its own gross negligence or willful misconduct as determined by a court of competent jurisdiction by final and nonappealable judgment. Instructions of the Required Lenders shall be binding upon all LendersSecured Parties, and no Lender or any other Person Secured Party shall have any right of action whatsoever against the Administrative Agent as a result of the Administrative Agent’s Agent acting or refraining from acting in accordance with the instructions of the Required Lenders. Notwithstanding the foregoing, instructions by and consent of all specific Lenders (except any Defaulting Lender) or Secured Parties shall be required in to the circumstances described extent provided in Section 16.2(a)(iv9.08(b). The Required Lenders, without In no event shall the prior written consent of each Lender, may not direct Administrative Agent to accelerate and demand payment of Loans held by one Lender without accelerating and demanding payment of all other Loans or terminate the Revolving Commitments of one Lender without terminating the Revolving Commitments of all Lenders. Administrative Agent shall not be required to take any action whichthat, in its opinion, opinion or the in the opinion of its legal counsel, is contrary to Applicable Law or any Loan Document Documents or could subject any Administrative Agent Indemnitee to personal liability, including for the avoidance of doubt any action that may be in violation of the automatic stay under any Debtor Relief Law or that may effect a forfeiture, modification or termination of Property of a Defaulting Lender in violation of any Debtor Relief Law.

Instructions of Required Lenders. The rights and remedies conferred upon Administrative Agent under the Loan Documents may be exercised without the necessity of joinder of any other party, unless required by Applicable Law. Administrative Agent may request instructions from Required Lenders with respect to any act (including the failure to act) in connection with this Agreement or any other Loan DocumentDocuments, and may seek assurances to its satisfaction from Lenders of their indemnification obligations under Section 13.5 12.6 (Indemnification of Agent Indemnitees) against all Claims which that could be incurred by Administrative Agent in connection with any act (or failure to act). Administrative Agent shall be entitled to refrain from any act until it has received such instructions or assurances, and Administrative Agent shall not incur liability to any Person by reason of so refraining. Instructions of the Required Lenders shall be binding upon all Lenders, and no Lender or any other Person shall have any right of action whatsoever against Administrative Agent as a result of Administrative Agent’s Agent acting or refraining from acting in accordance with the instructions of the Required Lenders. Notwithstanding the foregoing, instructions by and consent of all Lenders (except any Defaulting Lender) shall be required in the circumstances described in Section 16.2(a)(iv14.1.1 (Amendment). The , and in no event shall Required Lenders, without the prior written consent of each Lender, may not direct Administrative Agent to accelerate and demand payment of Loans held by one Lender without accelerating and demanding payment of all other Loans or Loans, nor to terminate the Revolving Commitments of one Lender without terminating the Revolving Commitments of all Lenders. Administrative In no event shall Agent shall not be required to take any action whichthat, in its opinion, or in the opinion of its legal counsel, is contrary to Applicable Law or any Loan Document Documents or could subject any Administrative Agent Indemnitee to personal liability, including for the avoidance of doubt any action that may be in violation of the automatic stay under any Debtor Relief Law or that may effect a forfeiture, modification or termination of Property of a Defaulting Lender in violation of any Debtor Relief Law.

Instructions of Required Lenders. The rights and remedies conferred upon Administrative Agent under the Loan Documents may be exercised without the necessity of joinder of any other party, unless required by Applicable Law. Administrative Agent may request instructions from Required Lenders with respect to any act (including the failure to act) in connection with this Agreement or any other Loan DocumentDocuments, and may seek assurances to its satisfaction from Lenders of their indemnification obligations under Section 13.5 12.6 against all Claims which that could be incurred by Administrative Agent in connection with any act (or failure to act). Administrative Agent shall be entitled to refrain from any act until it has received such instructions or assurances, and Administrative Agent shall not incur liability to any Person by reason of so refraining. Instructions of the Required Lenders shall be binding upon all Lenders, and no Lender or any other Person shall have any right of action whatsoever against Administrative Agent as a result of Administrative Agent’s Agent acting or refraining from acting in accordance with the instructions of the Required Lenders. Notwithstanding the foregoing, instructions by and consent of all Lenders (except any Defaulting Lender) shall be required in the circumstances described in Section 16.2(a)(iv). The 14.1.1, and in no event shall Required Lenders, without the prior written consent of each Lender, may not direct Administrative Agent to accelerate and demand payment of Loans held by one Lender without accelerating and demanding payment of all other Loans or Loans, nor to terminate the Revolving Revolver Commitments of one Lender without terminating the Revolving Revolver Commitments of all Lenders. Administrative In no event shall Agent shall not be required to take any action whichthat, in its opinion, or in the opinion of its legal counsel, is contrary to Applicable Law or any Loan Document Documents or could subject any Administrative Agent Indemnitee to personal liability, including for the avoidance of doubt any action that may be in violation of the automatic stay under any Debtor Relief Law or that may effect a forfeiture, modification or termination of Property of a Defaulting Lender in violation of any Debtor Relief Law.

Instructions of Required Lenders. The rights and remedies conferred upon the Administrative Agent under the Loan Documents may be exercised without the necessity of joinder of joining any other party, unless required by Applicable Law. In determining compliance with a condition for any action hereunder, including satisfaction of any condition in Section 6, the Administrative Agent may presume that the condition is satisfactory to a Secured Party unless the Administrative Agent has received notice to the contrary from such Secured Party before the Administrative Agent takes the action. The Administrative Agent may request instructions from Required Lenders or other Secured Parties with respect to any act (including the failure to act) in connection with this Agreement any Loan Documents or any other Loan DocumentCollateral, and may seek assurances to its satisfaction from Lenders Secured Parties of their indemnification obligations under Section 13.5 against all Claims which that could be incurred by the Administrative Agent. The Administrative Agent in connection with any act (or failure to act). Administrative Agent shall be entitled to may refrain from any act until it has received such instructions or assurances, and Administrative Agent shall not incur liability to any Person by reason of so refraining. Instructions of the Required Lenders shall be binding upon all LendersSecured Parties, and no Lender or any other Person Secured Party shall have any right of action whatsoever against the Administrative Agent as a result of the Administrative Agent’s Agent acting or refraining from acting in accordance with the pursuant to instructions of the Required Lenders. Notwithstanding the foregoing, instructions by and consent of all Lenders (except any Defaulting Lender) specific parties shall be required in to the circumstances described extent provided in Section 16.2(a)(iv)15.1.1. The Required Lenders, without In no event shall the prior written consent of each Lender, may not direct Administrative Agent to accelerate and demand payment of Loans held by one Lender without accelerating and demanding payment of all other Loans or terminate the Revolving Commitments of one Lender without terminating the Revolving Commitments of all Lenders. Administrative Agent shall not be required to take any action which, that it determines in its opinion, or in the opinion of its legal counsel, discretion is contrary to Applicable Law or any Loan Document Documents or could subject any Administrative Agent Indemnitee to liability, including for the avoidance of doubt any action that may be in violation of the automatic stay under any Debtor Relief Law or that may effect a forfeiture, modification or termination of Property of a Defaulting Lender in violation of any Debtor Relief Law.

Instructions of Required Lenders. The rights and remedies conferred upon Administrative Agent under the Loan Documents may be exercised without the necessity of joinder of any other party, unless required by Applicable LawLaw or the Intercreditor Agreement. Administrative Agent may request instructions from Required Lenders with respect to any act (including the failure to act) in connection with this Agreement or any other Loan DocumentDocuments, and may seek assurances to its satisfaction from Lenders of their indemnification obligations under Section 13.5 12.6 against all Claims which that could be incurred by Administrative Agent in connection with any act (or failure to act). Administrative Agent shall be entitled to refrain from any act until it has received such instructions or assurances, and Administrative Agent shall not incur liability to any Person by reason of so refraining. Instructions of the Required Lenders shall be binding upon all Lenders, and no Lender or any other Person shall have any right of action whatsoever against Administrative Agent as a result of Administrative Agent’s Agent acting or refraining from acting in accordance with the instructions of the Required Lenders. Notwithstanding the foregoing, instructions by and consent of all Lenders (except any Defaulting Lender) shall be required in the circumstances described in Section 16.2(a)(iv). The 14.1.1, and in no event shall Required Lenders, without the prior written consent of each Lender, may not direct Administrative Agent to accelerate and demand payment of Revolver Loans held by one Lender without accelerating and demanding payment of all other Loans or Revolver Loans, nor to terminate the Revolving Revolver Commitments of one Lender without terminating the Revolving Revolver Commitments of all Lenders. Administrative In no event shall Agent shall not be required to take any action whichthat, in its opinion, or in the opinion of its legal counsel, is contrary to Applicable Law or any Loan Document Documents or could subject any Administrative Agent Indemnitee to personal liability, including for the avoidance of doubt any action that may be in violation of the automatic stay under any Debtor Relief Law or that may effect a forfeiture, modification or termination of Property of a Defaulting Lender in violation of any Debtor Relief Law.

Instructions of Required Lenders. The rights and remedies conferred upon Administrative the Agent under the Loan Documents may be exercised without the necessity of joinder of any other party, unless required by Applicable Law. Administrative The Agent may request instructions from Required Lenders or Required Facility Lenders with respect to any act (including the failure to act) in connection with this Agreement any Loan Documents or any other Loan DocumentCollateral, and may seek assurances to its satisfaction from Lenders the Secured Parties of their indemnification obligations under Section 13.5 12.6 against all Claims which that could be incurred by Administrative the Agent. The Agent in connection with any act (or failure to act). Administrative Agent shall be entitled to may refrain from any act until it has received such instructions or assurances, and Administrative the Agent shall not incur liability to any Person by reason of so refraining. Instructions of the Required Lenders or Required Facility Lenders shall be binding upon all Lenders, and no Lender or any other Person shall have any right of action whatsoever against Administrative the Agent as a result of Administrative Agent’s the Agent acting or refraining from acting in accordance with the pursuant to instructions of the Required Lenders or Required Facility Lenders. Notwithstanding the foregoing, instructions by and consent of all Lenders (except any Defaulting Lender) shall be required in the circumstances described in Section 16.2(a)(iv). The 14.1.1, and in no event shall Required Lenders or Required Facility Lenders, without the prior written consent of each Lender, may not direct Administrative the Agent to accelerate and demand payment of Loans held by one Lender without accelerating and demanding payment of all other Loans or Loans, nor to terminate the Revolving 134 Commitments of one Lender without terminating the Revolving Commitments of all Lenders. Administrative In no event shall the Agent shall not be required to take any action whichthat, in its opinion, or in the opinion of its legal counsel, is contrary to Applicable Law or any Loan Document Documents or could subject any Administrative Agent Indemnitee to personal liability, including for the avoidance of doubt any action that may be in violation of the automatic stay under any Debtor Relief Law or that may effect a forfeiture, modification or termination of Property of a Defaulting Lender in violation of any Debtor Relief Law.

Instructions of Required Lenders. The rights and remedies conferred upon Administrative Agent and Security Trustee under the Loan Documents may be exercised without the necessity of joinder of any other party, unless required by Applicable Law. Administrative Agent and Security Trustee may request instructions from Required Lenders or all Lenders, as applicable, with respect to any act (including the failure to act) in connection with this Agreement or any other Loan DocumentDocuments, and may seek assurances to its satisfaction from Lenders of their indemnification obligations under Section 13.5 12.6 against all Claims which that could be incurred by Administrative Agent in connection with any act (or failure to act). Administrative Agent and Security Trustee shall be entitled to refrain from any act until it has received such instructions or assurances, and Administrative Agent and Security Trustee shall not incur liability to any Person by reason of so refraining. Instructions of the Required Lenders in accordance with the terms and provisions of this Agreement shall be binding upon all Lenders, and no Lender or any other Person shall have any right of action whatsoever against Administrative Agent or Security Trustee as a result of Administrative Agent’s Agent or Security Trustee acting or refraining from acting in accordance with the instructions of Required Lenders in accordance with the Required Lendersterms and provisions of this Agreement. Notwithstanding the foregoing, instructions by and consent of all Lenders (except any Defaulting Lender) shall be required in the circumstances described in Section 16.2(a)(iv). The 14.1.1, and in no event shall Required Lenders, without the prior written consent of each Lender, may not direct Administrative Agent to accelerate and demand payment of Loans held by one Lender without accelerating and demanding payment of all other Loans or Loans, nor to terminate the Revolving Commitments of one Lender without terminating the Revolving Commitments of all Lenders. Administrative In no event shall Agent shall not or Security Trustee be required to take any action whichthat, in its opinion, or in the opinion of its legal counsel, is contrary to Applicable Law or any Loan Document Documents or could subject any Administrative Agent Indemnitee to personal liability, including for the avoidance of doubt any action that may be in violation of the automatic stay under any Debtor Relief Law or that may effect a forfeiture, modification or termination of Property of a Defaulting Lender in violation of any Debtor Relief Law.

Instructions of Required Lenders. The rights and remedies conferred upon Administrative Agent under the Loan Documents may be exercised without the necessity of joinder of any other party, unless required by Applicable Law. Administrative Agent may request instructions from Required Lenders with respect to any act (including the failure to act) in connection with this Agreement or any other Loan DocumentDocuments, and may seek assurances to its satisfaction from Lenders of their indemnification obligations under Section 13.5 12.6 against all Claims which that could be incurred by Administrative Agent in connection with any act (or failure to act). Administrative Agent shall be entitled to refrain from any act until it has received such instructions or assurances, and Administrative Agent shall not incur liability to any Person by reason of so refraining. Instructions of the Required Lenders shall be binding upon all Lenders, and no Lender or any other Person shall have any right of action whatsoever against Administrative Agent as a result of Administrative Agent’s Agent acting or refraining from acting in accordance with the instructions of the Required Lenders. Notwithstanding the foregoing, instructions by and consent of all Lenders (except any Defaulting Lender) shall be required in to the circumstances extent described in Section 16.2(a)(iv). The 14.1.1, and in no event shall Required Lenders, without the prior written consent of each Lender, may not direct Administrative Agent to accelerate and demand payment of Loans held by one Lender without accelerating and demanding payment of all other Loans or Loans, nor to terminate the Revolving Commitments of one Lender without terminating the Revolving Commitments of all Lenders. Administrative In no event shall Agent shall not be required to take any action whichthat, in its opinion, or in the opinion of its legal counsel, is contrary to Applicable Law or any Loan Document Documents or could subject any Administrative Agent Indemnitee to personal liability, including for the avoidance of doubt any action that may be in violation of the automatic stay under any Debtor Relief Law or that may effect a forfeiture, modification or termination of Property of a Defaulting Lender in violation of any Debtor Relief Law.

Instructions of Required Lenders. The rights and remedies conferred upon Administrative Agent under the Loan Documents may be exercised without the necessity of joinder of any other party, unless required by Applicable Law. Administrative Agent may request instructions from Required Lenders with respect to any act (including the failure to act) in connection with this Agreement or any other Loan DocumentDocuments, and may seek assurances to its satisfaction from Lenders of their indemnification obligations under Section 13.5 12.6 against all Claims which that could be incurred by Administrative Agent in connection with any act (or failure to act). Administrative Solely as between Agent and Lenders, Agent shall be entitled to refrain from any act until it has received such instructions or assurances, and Administrative Agent shall not incur liability to any Person Secured Party or any Indemnitee by reason of so refraining. Instructions of the Required Lenders shall be binding upon all Lenders, and no Lender or any other Person shall have any right of action whatsoever against Administrative Agent as a result of Administrative Agent’s Agent acting or refraining from acting in accordance with the instructions of the Required Lenders. Notwithstanding the foregoing, instructions by and consent of all Lenders (except any a Defaulting Lender) shall be required in the circumstances described in Section 16.2(a)(iv). The 14.1.1, and in no event shall Required Lenders, without the prior written consent of each Lender, may not direct Administrative Agent to accelerate and demand payment of Loans held by one Lender without accelerating and demanding payment of all other Loans or Loans, nor to terminate the Revolving Commitments of one Lender without terminating the Revolving Commitments of all Lenders. Administrative In no event shall Agent shall not be required to take any action whichthat, in its opinion, or in the opinion of its legal counsel, is contrary to Applicable Law or any Loan Document Documents or could subject any Administrative Agent Indemnitee to personal liability, including for the avoidance of doubt any action that may be in violation of the automatic stay under any Debtor Relief Law or that may effect a forfeiture, modification or termination of Property of a Defaulting Lender in violation of any Debtor Relief Law.

Instructions of Required Lenders. The rights and remedies conferred upon Administrative Agent under the Loan Credit Documents may be exercised without the necessity of joinder of any other party, unless required by Applicable Law. Administrative Agent may request instructions from Required Lenders with respect to any act (including the failure to act) in connection with this Agreement or any other Loan DocumentCredit Documents, and may seek assurances to its satisfaction from Lenders of their indemnification obligations under Section 13.5 12.6 against all Claims which that could be incurred by Administrative Agent in connection with any act (or failure to act). Administrative Agent shall be entitled to refrain from any act until it has received such instructions or assurances, and Administrative Agent shall not incur liability to any Person by reason of so refraining. Instructions of the Required Lenders shall be binding upon all Lenders, and no Lender or any other Person shall have any right of action whatsoever against Administrative Agent as a result of Administrative Agent’s Agent acting or refraining from acting in accordance with the instructions of the Required Lenders. Notwithstanding the foregoing, instructions by and consent of each affected Lender, all Lenders or the Supermajority Lenders (except any Defaulting Lenderas applicable) shall be required in the circumstances described in Section 16.2(a)(iv14.1.1(a)(i). The , (ii) and (iii), respectively, and in no event shall Required Lenders, without the prior written consent of the requisite Lenders, direct Agent to take any action which would require the consent of each affected Lender, may not direct Administrative all Lenders or the Supermajority Lenders, as applicable. In no event shall Agent to accelerate and demand payment of Loans held by one Lender without accelerating and demanding payment of all other Loans or terminate the Revolving Commitments of one Lender without terminating the Revolving Commitments of all Lenders. Administrative Agent shall not be required to take any action whichthat, in its opinion, or in the opinion of its legal counsel, is contrary to Applicable Law or any Loan Document Credit Documents or could subject any Administrative Agent Indemnitee to personal liability, including for the avoidance of doubt any action that may be in violation of the automatic stay under any Debtor Relief Law or that may effect a forfeiture, modification or termination of Property of a Defaulting Lender in violation of any Debtor Relief Law.

Instructions of Required Lenders. The rights and remedies conferred upon Administrative Agent under the Loan Credit Documents may be exercised without the necessity of joinder of any other party, unless required by Applicable Law. Administrative In determining compliance with a condition for any action hereunder, including satisfaction of any condition in Section 6, Agent may presume that the condition is satisfactory to a Secured Party unless Agent has received notice to the contrary from such Secured Party before Agent takes the action. Agent may request instructions from Required Lenders with respect to any act (including the failure to act) in connection with this Agreement any Credit Documents or any other Loan DocumentCollateral, and may seek assurances to its satisfaction from Lenders of their indemnification obligations under Section 13.5 11.6 against all Claims which that could be incurred by Administrative Agent in connection with any act (or failure to act). Administrative Agent shall be entitled to refrain from any act until it has received such instructions or assurances, and Administrative Agent shall not incur liability to any Person by reason of so refraining. Instructions of the Required Lenders shall be binding upon all LendersSecured Parties, and no Lender or any other Person Secured Party shall have any right of action whatsoever against Administrative Agent as a result of Administrative Agent’s Agent acting or refraining from acting in accordance with the instructions of the Required Lenders. Notwithstanding the foregoing, instructions by and consent of each affected Lender, all Lenders or the Supermajority Lenders (except any Defaulting Lenderas applicable) shall be required in the circumstances described in Section 16.2(a)(iv13.1.1(a)(i). The , (ii) and (iii), respectively, and in no event shall Required Lenders, without the prior written consent of the requisite Lenders, direct Agent to take any action which would require the consent of each affected Lender, may not direct Administrative all Lenders or the Supermajority Lenders, as applicable. In no event shall Agent to accelerate and demand payment of Loans held by one Lender without accelerating and demanding payment of all other Loans or terminate the Revolving Commitments of one Lender without terminating the Revolving Commitments of all Lenders. Administrative Agent shall not ​ THIRD AMENDED AND RESTATED CREDIT AGREEMENT – Page 164 ​ AMERICAS/2024146412.5 ​ be required to take any action which, that it determines in its opinion, or in the opinion of its legal counsel, discretion is contrary to Applicable Law or any Loan Document Credit Documents or could subject any Administrative Agent Indemnitee to liability, including for the avoidance of doubt any action that may be in violation of the automatic stay under any Debtor Relief Law or that may effect a forfeiture, modification or termination of Property of a Defaulting Lender in violation of any Debtor Relief Law. 11.2.​ ​Agreements Regarding Collateral and Field Examination Reports.

Instructions of Required Lenders. The rights and remedies conferred upon Administrative Agent under the Loan Documents may be exercised without the necessity of joinder of any other party, unless required by Applicable Law. Administrative Agent may request instructions from Required Lenders with respect to any act (including the failure to act) in connection with this Agreement or any other Loan DocumentDocuments, and may seek assurances to its satisfaction from Lenders of their indemnification obligations under Section 13.5 12.6 against all Claims which that could be incurred by Administrative Agent in connection with any act (or failure to act). Administrative Solely as between Agent and Lenders, Agent shall be entitled to refrain from any act until it has received such instructions or assurances, and Administrative Agent shall not incur liability to any Person Secured Party or any Indemnitee by reason of so refraining. Instructions of the Required Lenders shall be binding upon all Lenders, and no Lender or any other Person shall have any right of action whatsoever against Administrative Agent as a result of Administrative Agent’s Agent acting or refraining from acting in accordance with the instructions of the Required Lenders. Notwithstanding the foregoing, instructions by and consent of all Lenders (except any Defaulting Lender) shall be required in the circumstances described in Section 16.2(a)(iv). The 14.1.1, and in no event shall Required Lenders, without the prior written consent of each Lender, may not direct Administrative Agent to accelerate and demand payment of Loans held by one Lender without accelerating and demanding payment of all other Loans or Loans, nor to terminate the Revolving Commitments of one Lender without terminating the Revolving Commitments of all Lenders. Administrative In no event shall Agent shall not be required to take any action whichthat, in its opinion, or in the opinion of its legal counsel, is contrary to Applicable Law or any Loan Document Documents or could subject any Administrative Agent Indemnitee to personal liability, including for the avoidance of doubt any action that may be in violation of the automatic stay under any Debtor Relief Law or that may effect a forfeiture, modification or termination of Property of a Defaulting Lender in violation of any Debtor Relief Law.

Instructions of Required Lenders. The rights and remedies conferred upon Administrative each Agent and each Collateral Agent under the Loan Credit Documents may be exercised without the necessity of joinder of any other party, unless required by Applicable Law. Administrative Each Agent and each Collateral Agent may request instructions from Required Lenders with respect to any act (including the failure to act) in connection with this Agreement or any other Loan DocumentCredit Documents, and may seek assurances to its satisfaction from Lenders of their indemnification obligations under Section 13.5 13.6 against all Claims which that could be incurred by Administrative any Agent in connection with any act (or failure to act). Administrative Each Agent and each Collateral Agent shall be entitled to refrain from any act until it has received such instructions or assurances, and Administrative no Agent nor any Collateral Agent shall not incur liability to any Person by reason of so refraining. Instructions of the Required Lenders shall be binding upon all Lenders, and no Lender or any other Person shall have any right of action whatsoever against Administrative any Agent or any Collateral Agent as a result of Administrative Agent’s such Agent or such Collateral Agent acting or refraining from acting in accordance with the instructions of the Required Lenders. Notwithstanding the foregoing, instructions by and consent of all Lenders (except any Defaulting Lender) shall be required in the circumstances described in Section 16.2(a)(iv). The 13.9, and in no event shall Required Lenders, without the prior written consent of each Lender, may not direct Administrative any Agent to accelerate and demand payment of Loans held by one Lender without accelerating and demanding payment of all other Loans or Loans, nor to terminate the Revolving Commitments of one Lender without terminating the Revolving Commitments of all Lenders. Administrative In no event shall any Agent shall not or any Collateral Agent be required to take any action whichthat, in its opinion, or in the opinion of its legal counsel, is contrary to Applicable Law or any Loan Document Credit Documents or could subject any Administrative Agent Indemnitee to personal liability, including for the avoidance of doubt any action that may be in violation of the automatic stay under any Debtor Relief Law or that may effect a forfeiture, modification or termination of Property of a Defaulting Lender in violation of any Debtor Relief Law.

Instructions of Required Lenders. The rights and remedies conferred upon Administrative the Agent under the Loan Documents may be exercised without the necessity of joinder of any other party, unless required by Applicable Law. Administrative The Agent may request instructions from Required Lenders or Required Facility Lenders with respect to any act (including the failure to act) in connection with this Agreement any Loan Documents or any other Loan DocumentCollateral, and may seek assurances to its satisfaction from Lenders the Secured Parties of their indemnification obligations under Section 13.5 12.6 against all Claims which that could be incurred by Administrative the Agent. The Agent in connection with any act (or failure to act). Administrative Agent shall be entitled to may refrain from any act until it has received such instructions or assurances, and Administrative the Agent shall not incur liability to any Person by reason of so refraining. Instructions of the Required Lenders or Required Facility Lenders shall be binding upon all Lenders, and no Lender or any other Person shall have any right of action whatsoever against Administrative the Agent as a result of Administrative Agent’s the Agent acting or refraining from acting in accordance with the pursuant to instructions of the Required Lenders or Required Facility Lenders. Notwithstanding the foregoing, instructions by and consent of all Lenders (except any Defaulting Lender) shall be required in the circumstances described in Section 16.2(a)(iv). The 14.1.1, and in no event shall Required Lenders or Required Facility Lenders, without the prior written consent of each Lender, may not direct Administrative the Agent to accelerate and demand payment of Loans held by one Lender without accelerating and demanding payment of all other Loans or Loans, nor to terminate the Revolving Commitments of one Lender without terminating the Revolving Commitments of all Lenders. Administrative In no event shall the Agent shall not be required to take any action whichthat, in its opinion, or in the opinion of its legal counsel, is contrary to Applicable Law or any Loan Document Documents or could subject any Administrative Agent Indemnitee to personal liability, including for the avoidance of doubt any action that may be in violation of the automatic stay under any Debtor Relief Law or that may effect a forfeiture, modification or termination of Property of a Defaulting Lender in violation of any Debtor Relief Law.

Instructions of Required Lenders. The rights and remedies conferred upon Administrative Agent under the Loan Documents may be exercised without the necessity of joinder of any other party, unless required by Applicable Law. Administrative In determining compliance with a condition for any action hereunder, including satisfaction of any condition in Section 6, Agent may presume that the condition is satisfactory to a Secured Party unless Agent has received notice to the contrary from such Secured Party before Agent takes the action. Agent may request instructions from Required Lenders with respect to any act (including the failure to act) in connection with this Agreement or any other Loan DocumentDocuments, and may seek assurances to its satisfaction from Lenders of their indemnification obligations under Section 13.5 12.6 against all Claims which that could be incurred by Administrative Agent in connection with any act (or failure to act). Administrative Agent shall be entitled to refrain from any act until it has received such instructions or assurances, and Administrative Agent shall not incur liability to any Person by reason of so refraining. Instructions of the Required Lenders shall be binding upon all Lenders, and no Lender or any other Person shall have any right of action whatsoever against Administrative Agent as a result of Administrative Agent’s Agent acting or refraining from acting in accordance with the instructions of the Required Lenders. Notwithstanding the foregoing, instructions by and consent of all Lenders (except any Defaulting Lender) shall be required in the circumstances described in Section 16.2(a)(iv). The 14.1.1, and in no event shall Required Lenders, without the prior written consent of each Lender, may not direct Administrative Agent to accelerate and demand payment of Loans held by one Lender without accelerating and demanding payment of all other Loans or Loans, nor to terminate the Revolving Commitments of one Lender without terminating the Revolving Commitments of all Lenders. Administrative In no event shall Agent shall not be required to take any action whichthat, in its opinion, or in the opinion of its legal counsel, is contrary to Applicable Law or any Loan Document Documents or could subject any Administrative Agent Indemnitee to personal liability, including for the avoidance of doubt any action that may be in violation of the automatic stay under any Debtor Relief Law or that may effect a forfeiture, modification or termination of Property of a Defaulting Lender in violation of any Debtor Relief Law.

Instructions of Required Lenders. The rights and remedies conferred upon Administrative Agent under the Loan Documents may be exercised without the necessity of joinder of joining any other party, unless required by Applicable Law. Administrative In determining compliance with a condition for any action hereunder, including satisfaction of any condition in Section 6, Agent may presume that the condition is satisfactory to a Secured Party unless Agent has received notice to the contrary from such Secured Party before Agent takes the action. Agent may request instructions from Required Lenders, Required Borrower Group Lenders, all Lenders or other Secured Parties with respect to any act (including the failure to act) in connection with this Agreement any Loan Documents or any other Loan DocumentCollateral, and may seek assurances to its satisfaction from Lenders Secured Parties of their indemnification obligations under Section 13.5 against all Claims which that could be incurred by Administrative Agent. Agent in connection with any act (or failure to act). Administrative Agent shall be entitled to may refrain from any act until it has received such instructions any necessary instructions, consents or assurancesassurances from the Required Lenders or Required Borrower Group Lenders, as applicable, or to the extent required under Section 14.1.1, all Lenders and Administrative Agent shall not incur liability to any Person by reason of so refraining. Instructions of the Required Lenders, Required Borrower Group Lenders or all Lenders shall be binding upon all LendersSecured Parties, and no Lender or any other Person Secured Party shall have any right of action whatsoever against Administrative Agent as a result of Administrative Agent’s Agent acting or refraining from acting in accordance with the pursuant to instructions of the Required Lenders, Required Borrower Group Lenders or all Lenders. Notwithstanding the foregoing, instructions by and consent of all Lenders (except any Defaulting Lender) specific parties shall 146 be required in to the circumstances described extent provided in Section 16.2(a)(iv)14.1.1. The Required Lenders, without the prior written consent of each Lender, may not direct Administrative In no event shall Agent to accelerate and demand payment of Loans held by one Lender without accelerating and demanding payment of all other Loans or terminate the Revolving Commitments of one Lender without terminating the Revolving Commitments of all Lenders. Administrative Agent shall not be required to take any action which, that it determines in its opinion, or in the opinion of its legal counsel, discretion is contrary to Applicable Law or any Loan Document Documents or could subject any Administrative Agent Indemnitee to liability, including for the avoidance of doubt any action that may be in violation of the automatic stay under any Debtor Relief Law or that may effect a forfeiture, modification or termination of Property of a Defaulting Lender in violation of any Debtor Relief Law.

Instructions of Required Lenders. The rights and remedies conferred upon Administrative Agent under the Loan Documents may be exercised without the necessity of joinder of any other party, unless required by Applicable Law. Administrative Agent may request instructions from Required Lenders with respect to any act (including the failure to act) in connection with this Agreement or any other Loan Document, Document and may seek assurances to its satisfaction from Lenders of their indemnification obligations under Section 13.5 12.5 against all Claims which that could be incurred by Administrative Agent in connection with any act (or failure to act). Administrative Agent shall be entitled to refrain from any act until it has received such instructions or assurances, and Administrative Agent shall not incur liability to any Person by reason of so refraining. Instructions of the Required Lenders shall be binding upon all Lenders, and no Lender or any other Person shall have any right of action whatsoever against Administrative Agent as a result of Administrative Agent’s acting or refraining from acting in accordance with the instructions of the Required Lenders. Notwithstanding the foregoing, instructions by and consent of all Lenders (except any Defaulting Lender) shall be required in the circumstances described in Section 16.2(a)(iv15.2(a)(iv). The Required Lenders, without the prior written consent of each Lender, may not direct Administrative Agent to accelerate and demand payment of Loans held by one Lender without accelerating and demanding payment of all other Loans or terminate the Revolving Commitments of one Lender without terminating the Revolving Commitments of all Lenders. Administrative Agent shall not be required to take any action whichthat, in its opinion, or in the opinion of its legal counsel, is contrary to Applicable Law or any Loan Document or could subject any Administrative Agent Indemnitee to liability, including for the avoidance of doubt any action that may be in violation of the automatic stay under any Debtor Relief Law or that may effect a forfeiture, modification or termination of Property of a Defaulting Lender in violation of any Debtor Relief Law.

Instructions of Required Lenders. The rights and remedies conferred upon Administrative Agent Without limiting an Agent’s right to utilization the discretion granted hereunder or under the Loan Documents may be exercised without the necessity of joinder of any other party, unless required by Applicable Law. Administrative Agent may request instructions from Required Lenders with respect to any act (including the failure to act) in connection with this Agreement or any other Loan Document, and may seek assurances to its satisfaction from Lenders of their indemnification obligations under Section 13.5 against all Claims which could be incurred by Administrative Agent in connection with any act (or failure to act). Administrative Agent shall be entitled to refrain from any act until it has received such instructions or assurances, and Administrative Agent shall not incur liability as to any Person matters not expressly provided for by reason of so refraining. Instructions of this Agreement and the Required Lenders shall be binding upon all Lendersother Loan Documents (including enforcement or collection), and no Lender or any other Person shall have any right of action whatsoever against Administrative Agent as a result of Administrative Agent’s acting or refraining from acting in accordance with (i) 129 the instructions of the Required Lenders. Notwithstanding the foregoing, instructions by and consent of all Lenders (except any Defaulting Lender) shall be required in the circumstances described in Section 16.2(a)(iv). The Required Lenders, without the prior written consent of each Lender, may not direct Administrative Agent to accelerate and demand payment of Loans held by one Lender without accelerating and demanding payment of all other Loans or terminate the Revolving Commitments of one Lender without terminating the Revolving Commitments of all Lenders. Administrative Agent shall not be required to exercise any discretion or take any action, but shall be required to act or to refrain from acting (and shall be fully protected in so acting or refraining from acting) upon the instructions of the Required Senior Lenders (or, to the extent any such action is allowed by the terms of the Intercreditor Agreement to be taken by the Required Second Lien Lenders, the Required Lenders), and such instructions shall be binding upon all Lenders and each L/C Issuer, (ii) the Senior Collateral Agent shall not be required to exercise any discretion or take any action, but shall be required to act or to refrain from acting (and shall be fully protected in so acting or refraining from acting) upon the instructions of the Required Senior Lenders, and such instructions shall be binding upon the Senior Lenders and (iii) subject to the Intercreditor Agreement, the Second Lien Agent shall not be required to exercise any discretion or take any action, but shall be required to act or refrain from acting (and shall be fully protected in so acting or refraining from acting) upon the instructions of the Required Second Lien Lenders, and such instructions shall be binding upon the Second Lien Lenders; provided, however, that neither Collateral Agent shall be required to take any action which, that (x) such Collateral Agent in its opinion, good faith believes exposes it to personal liability unless such Agent receives an indemnification satisfactory to it from the Lenders and the Issuers with respect to such action or in the opinion of its legal counsel, (y) is contrary to Applicable Law or any Loan Document or could subject applicable Law. Each Collateral Agent agrees to give to each other Agent and each Lender and each Issuer prompt notice of each notice given to it by any Administrative Agent Indemnitee Loan Party pursuant to liability, including for the avoidance terms of doubt any action that may be in violation of this Agreement or the automatic stay under any Debtor Relief Law or that may effect a forfeiture, modification or termination of Property of a Defaulting Lender in violation of any Debtor Relief Lawother Loan Documents.

Instructions of Required Lenders. The rights and remedies conferred upon Administrative Agent under the Loan Documents may be exercised without the necessity of joinder of any other party, unless required by Applicable Law. Administrative Agent may request instructions from Required Lenders with respect to any act (including the failure to act) in connection with this Agreement or any other Loan DocumentDocuments, and may seek assurances to its satisfaction from Lenders of their indemnification obligations under Section 13.5 12.6 against all Claims which that could be incurred Information in this exhibit marked [CONFIDENTIAL TREATMENT REQUESTED] has been omitted and will be filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934. Confidential treatment has been requested with respect to the omitted portions. by Administrative Agent in connection with any act (or failure to act). Administrative Agent shall be entitled to refrain from any act until it has received such instructions or assurances, and Administrative Agent shall not incur liability to any Person by reason of so refraining. Instructions of the Required Lenders shall be binding upon all Lenders, and no Lender or any other Person shall have any right of action whatsoever against Administrative Agent as a result of Administrative Agent’s Agent acting or refraining from acting in accordance with the instructions of the Required Lenders. Notwithstanding the foregoing, instructions by and consent of all Lenders (except any Defaulting Lender) shall be required in the circumstances described in Section 16.2(a)(iv). The 14.1.1, and in no event shall Required Lenders, without the prior written consent of each Lender, may not direct Administrative Agent to accelerate and demand payment of Revolver Loans held by one Lender without accelerating and demanding payment of all other Loans or Revolver Loans, nor to terminate the Revolving Commitments of one Lender without terminating the Revolving Commitments of all Lenders. Administrative In no event shall Agent shall not be required to take any action whichthat, in its opinion, or in the opinion of its legal counsel, is contrary to Applicable Law or any Loan Document Documents or could subject any Administrative Agent Indemnitee to personal liability, including for the avoidance of doubt any action that may be in violation of the automatic stay under any Debtor Relief Law or that may effect a forfeiture, modification or termination of Property of a Defaulting Lender in violation of any Debtor Relief Law.

Instructions of Required Lenders. The rights and remedies conferred upon Administrative Agent under the Loan Documents may be exercised without the necessity of joinder of any other party, unless required by Applicable Law. Administrative Agent may request instructions from Required Lenders with respect to any act (including the failure to act) in connection with this Agreement or any other Loan Document, Document and may seek assurances to its satisfaction from Lenders of their indemnification obligations under Section 13.5 12.5 against all Claims which that could be incurred by Administrative Agent in connection with any act (or failure to act). Administrative Agent shall be entitled to refrain from any act until it has received such instructions or assurances, and Administrative Agent shall not incur liability to any Person by reason of so refraining. Instructions of the Required Lenders shall be binding upon all Lenders, and no Lender or any other Person shall have any right of action whatsoever against Administrative Agent as a result of Administrative Agent’s acting or refraining from acting in accordance with the instructions of the Required Lenders. Notwithstanding the foregoing, instructions by and consent of all Lenders (except any Defaulting Lender) shall be required in the circumstances described in Section 16.2(a)(iv15.2(a)(iv). The Required Lenders, without the prior written consent of each Lender, may not direct Administrative Agent to accelerate and demand payment of the Term Loans held by one Lender without accelerating and demanding payment of all other Loans or terminate the Revolving Commitments of one Lender without terminating the Revolving Commitments of all LendersTerm Loans. Administrative Agent shall not be required to take any action whichthat, in its opinion, or in the opinion of its legal counsel, is contrary to Applicable Law or any Loan Document or could subject any Administrative Agent Indemnitee to liability, including for the avoidance of doubt any action that may be in violation of the automatic stay under any Debtor Relief Law or that may effect a forfeiture, modification or termination of Property of a Defaulting Lender in violation of any Debtor Relief Law.

Instructions of Required Lenders. The rights and remedies conferred upon Administrative Agent under the Loan Documents may be exercised without the necessity of joinder of any other party, unless required by Applicable Law. Administrative Agent may request instructions from Required Lenders with respect to any act (including the failure to act) in connection with this Agreement or any other Loan DocumentDocuments, and may seek assurances to its satisfaction from Lenders of their indemnification obligations under Section 13.5 12.6 against all Claims which that could be incurred by Administrative Agent in connection with any act (or failure to act). Administrative Agent shall be entitled to refrain from any act until it has received such instructions or assurances, and Administrative Agent shall not incur liability to any Person by reason of so refraining. Instructions of the Required Lenders shall be binding upon all Lenders, and no Lender or any other Person shall have any right of action whatsoever against Administrative Agent as a result of Administrative Agent’s Agent acting or refraining from acting in accordance with the instructions of the Required Lenders. Notwithstanding the foregoing, instructions by and consent of all Lenders (except any Defaulting Lender) shall be required in the circumstances described in Section 16.2(a)(iv). The 15.1.1, and in no event shall Required Lenders, without the prior written consent of each Lender, may not direct Administrative Agent to accelerate and demand payment of Loans held by one Lender without accelerating and demanding payment of all other Loans or Loans, nor to terminate the Revolving Commitments of one Lender without terminating the Revolving Commitments of all Lenders. Administrative In no event shall Agent shall not be required to take any action whichthat, in its reasonable opinion, or in the opinion of its legal counsel, is contrary to Applicable Law or any Loan Document Documents or could subject any Administrative Agent Indemnitee to personal liability, including for the avoidance of doubt any action that may be in violation of the automatic stay under any Debtor Relief Law or that may effect a forfeiture, modification or termination of Property of a Defaulting Lender in violation of any Debtor Relief Law.

Instructions of Required Lenders. The rights and remedies conferred upon Administrative Agent under the Loan Documents may be exercised without the necessity of joinder of any other party, unless required by Applicable Law. Administrative Agent may request instructions from Required Lenders with respect to any act (including the failure to act) in connection with this Agreement or any other Loan DocumentDocuments, and may seek assurances to its satisfaction from Lenders of their indemnification obligations under Section 13.5 13.6 against all Claims which that could be incurred by Administrative Agent in connection with any act (or failure to act). Administrative Agent shall be entitled to refrain from any act until it has received such instructions or assurances, and Administrative Agent shall not incur liability to any Person by reason of so refraining. Instructions of the Required Lenders shall be binding upon all Lenders, and no Lender or any other Person shall have any right of action whatsoever against Administrative Agent as a result of Administrative Agent’s Agent acting or refraining from acting in accordance with the instructions of the Required Lenders. Notwithstanding the foregoing, instructions by and consent of all Lenders (except any Defaulting Lender) shall be required in the circumstances described in Section 16.2(a)(iv). The 15.1.1, and in no event shall Required Lenders, without the prior written consent of each Lender, may not direct Administrative Agent to accelerate and demand payment of Loans held by one Lender without accelerating and demanding payment of all other Loans or Loans, nor to terminate the Revolving Commitments of one Lender without terminating the Revolving Commitments of all Lenders. Administrative In no event shall Agent shall not be required to take any action whichthat, in its opinion, or in the opinion of its legal counsel, is contrary to Applicable Law or any Loan Document Documents or could subject any Administrative Agent Indemnitee to personal liability, including for . [***] Confidential information has been omitted and filed separately with the avoidance of doubt any action that may be in violation of the automatic stay under any Debtor Relief Law or that may effect Securities and Exchange Commission pursuant to a forfeiture, modification or termination of Property of a Defaulting Lender in violation of any Debtor Relief Lawconfidential treatment request.

Instructions of Required Lenders. The rights and remedies conferred upon Administrative Agent under the Loan Documents may be exercised without the necessity of joinder of any other party, unless required by Applicable Law. Administrative Agent may request instructions from Required Lenders with respect to any act (including the failure to act) in connection with this Agreement or any other Loan Document, Document and may seek assurances to its satisfaction from Lenders of their indemnification obligations under Section 13.5 12.5 against all Claims which that could be incurred by Administrative Agent in connection with any act (or failure to act). Administrative Agent shall be entitled to refrain from any act until it has received such instructions or assurances, and Administrative Agent shall not incur liability to any Person by reason of so refraining. Instructions of the Required Lenders shall be binding upon all Lenders, and no Lender or any other Person shall have any right of action whatsoever against Administrative Agent as a result of Administrative Agent’s acting or refraining from acting in accordance with the instructions of the Required Lenders. Notwithstanding the foregoing, instructions by and consent of all Lenders (except any Defaulting Lender) shall be required in the circumstances described in Section 16.2(a)(iv15.2(a)(iv). The Required Lenders, without the prior written consent of each Lender, may not direct Administrative Agent to accelerate and demand payment of Loans held by one Lender without accelerating and demanding payment of all other Loans or terminate the Revolving Commitments of one Lender without terminating the Revolving Commitments of all Lenders. Administrative Agent shall not be required to take any action whichthat, in its opinion, or in the opinion of its legal counsel, is contrary to Applicable Law or any Loan Document or could subject any Administrative Agent Indemnitee to liability, including for the avoidance of doubt any action that may be in violation of the automatic stay under any Debtor Relief Law or that may effect a forfeiture, modification or termination of Property of a Defaulting Lender in violation of any Debtor Relief Law.. (d)

Instructions of Required Lenders. The rights and remedies conferred upon Administrative Agent under the Loan Documents may be exercised without the necessity of joinder of any other party, unless required by Applicable Law. Administrative In determining compliance with a condition for any action hereunder, including satisfaction of any condition in Section 6, Agent may presume that the condition is satisfactory to a Secured Party unless Agent has received notice to the contrary from such Secured Party before Agent takes the action. Agent may request instructions from Required Lenders or other Secured Parties with respect to any act (including the failure to act) in connection with this Agreement any Loan Documents or any other Loan DocumentCollateral, and may seek assurances to its satisfaction from Lenders Secured Parties of their indemnification obligations under Section 13.5 against all Claims which that could be incurred by Administrative Agent in connection with any act (or failure to act). Administrative Agent shall be entitled to refrain from any act until it has received such instructions or assurances, and Administrative Agent shall not incur liability to any Person by reason of so refraining. Instructions of the Required Lenders shall be binding upon all LendersSecured Parties, and no Lender or any other Person Secured Party shall have any right of action whatsoever against Administrative Agent as a result of Administrative Agent’s Agent acting or refraining from acting in accordance with the instructions of the Required Lenders. Notwithstanding the foregoing, instructions by and consent of all Lenders (except any Defaulting Lender) specific parties shall be required in the circumstances described in Section 16.2(a)(iv). The 14.1.1 and in no event shall Required Lenders, without the prior written consent of each Lender, may not direct Administrative Agent to accelerate and demand payment of Loans held by one Lender without accelerating and demanding payment of all other Loans or Loans, nor to terminate the Revolving Commitments of one Lender without terminating the Revolving Commitments of all Lenders. Administrative In no event shall Agent shall not be required to take any action whichthat, in its opinion, or in the opinion of its legal counsel, is contrary to Applicable Law or any Loan Document Documents or could subject any Administrative Agent Indemnitee to liability, including for the avoidance of doubt any action that may be in violation of the automatic stay under any Debtor Relief Law or that may effect a forfeiture, modification or termination of Property of a Defaulting Lender in violation of any Debtor Relief Law.

Instructions of Required Lenders. The rights and remedies conferred upon Administrative Agent under the Loan Documents may be exercised without the necessity of joinder of any other party, unless required by Applicable Law. Administrative Agent may request instructions from Required Lenders or Required Facility Lenders with respect to any act (including the failure to act) in connection with this Agreement or any other Loan DocumentDocuments, and may seek assurances to its satisfaction from Lenders of their indemnification obligations under Section 13.5 12.6 against all Claims which that could be incurred by Administrative Agent in connection with any act (or failure to act). Administrative Agent shall be entitled to refrain from any act until it has received such instructions or assurances, and Administrative Agent shall not incur liability to any Person by reason of so refraining. Instructions of the Required Lenders or Required Facility Lenders shall be binding upon all Lenders, and no Lender or any other Person shall have any right of action whatsoever against Administrative Agent as a result of Administrative Agent’s Agent acting or refraining from acting in accordance with the instructions of the Required Lenders or Required Facility Lenders. Notwithstanding the foregoing, instructions by and consent of all Lenders (except any Defaulting Lender) shall be required in the circumstances described in Section 16.2(a)(iv). The 14.1.1, (except as otherwise specified in such Section) and in no event shall Required Lenders or Required Facility Lenders, without the prior written consent of each Lender, may not direct Administrative Agent to accelerate and demand payment of Loans held by one Lender without accelerating and demanding payment of all other Loans or Loans, nor to terminate the Revolving Commitments of one Lender without terminating the Revolving Commitments of all Lenders. Administrative In no event shall Agent shall not be required to take any action whichthat, in its opinion, or in the opinion of its legal counsel, is contrary to Applicable Law or any Loan Document Documents or could subject any Administrative Agent Indemnitee to personal liability, including for the avoidance of doubt any action that may be in violation of the automatic stay under any Debtor Relief Law or that may effect a forfeiture, modification or termination of Property of a Defaulting Lender in violation of any Debtor Relief Law.

Instructions of Required Lenders. The rights and remedies conferred upon Administrative the Agent under the Loan Documents may be exercised without the necessity of joinder of any other party, unless required by Applicable Law. Administrative The Agent may request instructions from Required Lenders or Required Facility Lenders with respect to any act (including the failure to act) in connection with this Agreement any Loan Documents or any other Loan DocumentCollateral, and may seek assurances to its satisfaction from Lenders the Secured Parties of their indemnification obligations under Section 13.5 12.6 against all Claims which that could be incurred by Administrative the Agent. The Agent in connection with any act (or failure to act). Administrative Agent shall be entitled to may refrain from any act until it has received such instructions or assurances, and Administrative the Agent shall not incur liability to any Person by reason of so refraining. Instructions of the Required Lenders or Required Facility Lenders shall be binding upon all Lenders, and no Lender or any other Person shall have any right of action whatsoever against Administrative the Agent as a result of Administrative Agent’s the Agent acting or refraining from acting in accordance with the pursuant to instructions of the Required Lenders or Required Facility Lenders. Notwithstanding the foregoing, instructions by and consent of all Lenders (except any Defaulting Lender) shall be required in the circumstances described in Section 16.2(a)(iv). The 14.1.1, and in no event shall Required Lenders or Required Facility Lenders, without the prior written consent of each Lender, may not direct Administrative the Agent to accelerate and demand payment of Loans held by one Lender without accelerating and demanding payment of all other Loans or Loans, nor to terminate the Revolving Commitments of one Lender without terminating the Revolving Commitments of all Lenders. Administrative In no event shall the Agent shall not be required to take any action whichthat, in its opinion, or in the opinion of its legal counsel, is contrary to Applicable Law or any Loan Document Documents or could subject any Administrative Agent Indemnitee to personal liability, including for the avoidance of doubt any action that may be in violation of the automatic stay under any Debtor Relief Law or that may effect a forfeiture, modification or termination of Property of a Defaulting Lender in violation of any Debtor Relief Law.. 158

Instructions of Required Lenders. The rights and remedies conferred upon Administrative Agent under the Loan Documents may be exercised without the necessity of joinder of joining any other party, unless required by Applicable Law. Administrative In determining compliance with a condition for any action hereunder, including satisfaction of any condition in Section 6, Agent may presume that the condition is satisfactory to a Secured Party unless Agent has received notice to the contrary from such Secured Party before Agent takes the action. Agent may request instructions from Required Lenders, Required Borrower Group Lenders, all Lenders or other Secured Parties with respect to any act (including the failure to act) in 126 US-DOCS\123034949.14 connection with this Agreement any Loan Documents or any other Loan DocumentCollateral, and may seek assurances to its satisfaction from Lenders Secured Parties of their indemnification obligations under Section 13.5 against all Claims which that could be incurred by Administrative Agent. Agent in connection with any act (or failure to act). Administrative Agent shall be entitled to may refrain from any act until it has received such instructions any necessary instructions, consents or assurancesassurances from the Required Lenders or Required Borrower Group Lenders, as applicable, or to the extent required under Section 14.1.1, all Lenders and Administrative Agent shall not incur liability to any Person by reason of so refraining. Instructions of the Required Lenders, Required Borrower Group Lenders or all Lenders shall be binding upon all LendersSecured Parties, and no Lender or any other Person Secured Party shall have any right of action whatsoever against Administrative Agent as a result of Administrative Agent’s Agent acting or refraining from acting in accordance with the pursuant to instructions of the Required Lenders, Required Borrower Group Lenders or all Lenders. Notwithstanding the foregoing, instructions by and consent of all Lenders (except any Defaulting Lender) specific parties shall be required in to the circumstances described extent provided in Section 16.2(a)(iv)14.1.1. The Required Lenders, without the prior written consent of each Lender, may not direct Administrative In no event shall Agent to accelerate and demand payment of Loans held by one Lender without accelerating and demanding payment of all other Loans or terminate the Revolving Commitments of one Lender without terminating the Revolving Commitments of all Lenders. Administrative Agent shall not be required to take any action which, that it determines in its opinion, or in the opinion of its legal counsel, discretion is contrary to Applicable Law or any Loan Document Documents or could subject any Administrative Agent Indemnitee to liability, including for the avoidance of doubt any action that may be in violation of the automatic stay under any Debtor Relief Law or that may effect a forfeiture, modification or termination of Property of a Defaulting Lender in violation of any Debtor Relief Law.

Instructions of Required Lenders. The rights and remedies conferred upon Administrative Agent under the Loan Documents may be exercised without the necessity of joinder of any other party, unless required by Applicable Law. Administrative Agent may request instructions from Required Lenders or Revolving Required Lenders, as applicable, with respect to any act (including the failure to act) in connection with this Agreement or any other Loan DocumentDocuments, and may seek assurances to its satisfaction from Lenders of their indemnification obligations under Section 13.5 12.6 against all Claims which that could be incurred by Administrative Agent in connection with any act (or failure to act). Administrative Agent shall be entitled to refrain from any act until it has received such instructions or assurances, and Administrative Agent shall not incur liability to any Person by reason of so refraining. Instructions of the Required Lenders or Revolving Required Lenders, as applicable, shall be binding upon all Lenders, and no Lender or any other Person shall have any right of action whatsoever against Administrative Agent as a result of Administrative Agent’s Agent acting or refraining from acting in accordance with the instructions of the Required Lenders or Revolving Required Lenders, as applicable. Notwithstanding the foregoing, instructions by and consent of all Lenders (except any Defaulting Lender) shall be required in the circumstances described in Section 16.2(a)(iv). The 14.1.1, and in no event shall Required Lenders or Revolving Required Lenders, without the prior written consent of each Lender, may not direct Administrative Agent to accelerate and demand payment of Loans held by one Lender without accelerating and demanding payment of all other Loans or Loans, nor to terminate the Revolving Commitments of one Lender without terminating the Revolving Commitments of all Lenders. Administrative In no event shall Agent shall not be required to take any action whichthat, in its opinion, or in the opinion of its legal counsel, is contrary to Applicable Law or any Loan Document Documents or could subject any Administrative Agent Indemnitee to personal liability, including for the avoidance of doubt any action that may be in violation of the automatic stay under any Debtor Relief Law or that may effect a forfeiture, modification or termination of Property of a Defaulting Lender in violation of any Debtor Relief Law.

Instructions of Required Lenders. The rights and remedies conferred upon Administrative Agent under the Loan Documents may be exercised without the necessity of joinder of any other party, unless required by Applicable Law. Administrative Agent may request instructions from Required the requisite number or percentage of Lenders specified in Section 15.1.1 with respect to any act (including the failure to act) in connection with this Agreement or any other Loan DocumentDocuments, and may seek assurances to its satisfaction from Lenders of their indemnification obligations under Section 13.5 12.6 against all Claims which that could be incurred by Administrative Agent in connection with any act (or failure to act). Administrative Agent shall be entitled to refrain from any act until it has received such instructions or assurances, and Administrative Agent shall not incur liability to any Person by reason of so refraining. Instructions of the Required Lenders shall be binding upon all Lenders, and no Lender or any other Person shall have any right of action whatsoever against Administrative Agent as a result of Administrative Agent’s Agent acting or refraining from acting in accordance with the instructions of the Required Lenders. Notwithstanding the foregoing, instructions by and consent of all Lenders (except any Defaulting Lender) shall be required in the circumstances described in Section 16.2(a)(iv). The 15.1.1, and in no event shall Required Lenders, without the prior written consent of each Lender, may not direct Administrative Agent to accelerate and demand payment of Loans held by one Lender without accelerating and demanding payment of all other Loans or Loans, nor to terminate the Revolving Commitments of one Lender without terminating the Revolving Commitments of all Lenders. Administrative In no event shall Agent shall not be required to take any action whichthat, in its opinion, or in the opinion of its legal counsel, is contrary to Applicable Law or any Loan Document Documents or could subject any Administrative Agent Indemnitee to personal liability, including for . Nothing in this Section 12.1.4 shall limit the avoidance ability or right of doubt any action that may be in violation of the automatic stay under any Debtor Relief Law or that may effect Borrowers to replace a forfeiture, modification or termination of Property of a Defaulting Lender in violation of any Debtor Relief Lawpursuant to Section 3.8.

Instructions of Required Lenders. The rights and remedies conferred upon Administrative each Agent under the Loan Credit Documents may be exercised without the necessity of joinder of any other party, unless required by Applicable Law. Administrative Each Agent may request instructions from Required Lenders with respect to any act (including the failure to act) in connection with this Agreement or any other Loan DocumentCredit Documents, and may seek assurances to its satisfaction from Lenders of their indemnification obligations under Section 13.5 3.6 against all Claims which that could be incurred by Administrative any Agent in connection with any act (or failure to act). Administrative Each Agent shall be entitled to refrain from any act until it has received such instructions or assurances, and Administrative no Agent shall not incur liability to any Person by reason of so refraining. Instructions of the Required Lenders shall be binding upon all Lenders, and no Lender or any other Person shall have any right of action whatsoever against Administrative any Agent as a result of Administrative Agent’s such Agent acting or refraining from acting in accordance with the instructions of the Required Lenders. Notwithstanding the foregoing, instructions by and consent of all Lenders (except any Defaulting Lender) shall be required in the circumstances described in Section 16.2(a)(iv). The 13.9, and in no event shall Required Lenders, without the prior written consent of each Lender, may not direct Administrative any Agent to accelerate and demand payment of Loans held by one Lender without accelerating and demanding payment of all other Loans or Loans, nor to terminate the Revolving Commitments of one Lender without terminating the Revolving Commitments of all Lenders. Administrative In no event shall any Agent shall not be required to take any action whichthat, in its opinion, or in the opinion of its legal counsel, is contrary to Applicable Law or any Loan Document Credit Documents or could subject any Administrative Agent Indemnitee to personal liability, including for the avoidance of doubt any action that may be in violation of the automatic stay under any Debtor Relief Law or that may effect a forfeiture, modification or termination of Property of a Defaulting Lender in violation of any Debtor Relief Law.

Instructions of Required Lenders. The rights and remedies conferred upon Administrative Agent under the Loan Documents may be exercised without the necessity of joinder of any other party, unless required by Applicable Law. Administrative Agent may request instructions from Required Lenders with respect to any act (including the failure to act) in connection with this Agreement or any other Loan DocumentDocuments, and may seek assurances to its satisfaction from Lenders of their indemnification obligations under Section 13.5 12.6 against all Claims which that could be incurred by Administrative Agent in connection with any act (or failure to act). Administrative Agent shall be entitled to refrain from any act until it has received such instructions or assurances, and Administrative Agent shall not incur liability to any Person Lender by reason of so refraining. Instructions of the Required Lenders shall be binding upon all Lenders, and no Lender or any other Person shall have any right of action whatsoever against Administrative Agent as a result of Administrative Agent’s Agent acting or refraining from acting in accordance with the instructions of the Required Lenders. Notwithstanding the foregoing, instructions by and consent of all Lenders (except any Defaulting Lender) shall be required in the circumstances described in Section 16.2(a)(iv). The 14.1.1, and in no event shall Required Lenders, without the prior written consent of each Lender, may not direct Administrative Agent to accelerate and demand payment of Loans held by one Lender without accelerating and demanding payment of all other Loans or Loans, nor to terminate the Revolving Commitments of one Lender without terminating the Revolving Commitments of all Lenders. Administrative In no event shall Agent shall not be required to take any action whichthat, in its opinion, or in the opinion of its legal counsel, is contrary to Applicable Law or any Loan Document Documents or could subject any Administrative Agent Indemnitee to personal liability, including for the avoidance of doubt any action that may be in violation of the automatic stay under any Debtor Relief Law or that may effect a forfeiture, modification or termination of Property of a Defaulting Lender in violation of any Debtor Relief Law.

Instructions of Required Lenders. The rights and remedies conferred upon Administrative Agent under the Loan Documents may be exercised without the necessity of joinder of any other party, unless required by Applicable Law. In determining compliance with a condition for any action hereunder, including satisfaction of any condition in Section 6, Administrative Agent may presume that the condition is satisfactory to a Secured Party unless Administrative Agent has received notice to the contrary from such Secured Party before Administrative Agent takes the action. Administrative Agent may request instructions from Required Lenders with respect to any act (including the failure to act) in connection with this Agreement or any other Loan DocumentDocuments, and may seek assurances to its satisfaction from Lenders of their indemnification obligations under Section 13.5 12.6 against all Claims which that could be incurred by Administrative Agent in connection with any act (or failure to act). Administrative Agent shall be entitled to refrain from any act until it has received such instructions or assurances, and Administrative Agent shall not incur liability to any Person by reason of so refraining. Instructions of the Required Lenders shall be binding upon all Lenders, and no Lender or any other Person shall have any right of action whatsoever against Administrative Agent as a result of Administrative Agent’s Agent acting or refraining from acting in accordance with the instructions of the Required Lenders. Notwithstanding the foregoing, instructions by and consent of all Lenders (except any Defaulting Lender) shall be required in the circumstances described in Section 16.2(a)(iv). The 15.1.1, and in no event shall Required Lenders, without the prior written consent of each Lender, may not direct Administrative Agent to accelerate and demand payment of Loans held by one Lender without accelerating and demanding payment of all other Loans or Loans, nor to terminate the Revolving Commitments Term Loan Commitment of one Lender without terminating the Revolving Term Loan Commitments of all Lenders. 120 In no event shall Administrative Agent shall not be required to take any action whichthat, in its opinion, or in the opinion of its legal counsel, is contrary to Applicable Law or any Loan Document Documents or could subject any Administrative Agent Indemnitee to personal liability, including for the avoidance of doubt any action that may be in violation of the automatic stay under any Debtor Relief Law or that may effect a forfeiture, modification or termination of Property of a Defaulting Lender in violation of any Debtor Relief Law.

Instructions of Required Lenders. The rights and remedies conferred upon Administrative the Agent under the Loan Documents may be exercised without the necessity of joinder of any other party, unless required by Applicable Law. Administrative The Agent may request instructions from Required Lenders or Required Facility Lenders with respect to any act (including the failure to act) in connection with this Agreement any Loan Documents or any other Loan DocumentCollateral, and may seek assurances to its satisfaction from Lenders the Secured Parties of their indemnification obligations under Section 13.5 12.6 against all Claims which that could be incurred by Administrative the Agent. The Agent in connection with any act (or failure to act). Administrative Agent shall be entitled to may refrain from any act until it has received such instructions or assurances, and Administrative the Agent shall not incur liability to any Person by reason of so refraining. Instructions of the Required Lenders or Required Facility Lenders shall be binding upon all Lenders, and no Lender or any other Person shall have any right of action whatsoever against Administrative the Agent as a result of Administrative Agent’s the Agent acting or refraining from acting in accordance with the pursuant to instructions of the Required Lenders or Required Facility Lenders. Notwithstanding the foregoing, instructions by and consent of all Lenders (except any Defaulting Lender) shall be required in the circumstances described in Section 16.2(a)(iv). The 14.1.1, and in no event shall Required Lenders or Required Facility Lenders, without the prior written consent of each Lender, may not direct Administrative the Agent to accelerate and demand payment of Loans held by one Lender without accelerating and demanding payment of all other Loans or Loans, nor to terminate the Revolving Commitments of one Lender without terminating the Revolving Commitments of all Lenders. Administrative In no event shall the Agent shall not be required to take any action whichthat, in its opinion, or in the opinion of its legal counsel, is contrary to Applicable Law or any Loan Document Documents or could subject any Administrative Agent Indemnitee to personal liability, including for the avoidance of doubt any action that may be in violation of the automatic stay under any Debtor Relief Law or that may effect a forfeiture, modification or termination of Property of a Defaulting Lender in violation of any Debtor Relief Law.. 12.2

Instructions of Required Lenders. The rights and remedies conferred upon Administrative Agent under the Loan Documents may be exercised without the necessity of joinder of any other party, unless required by Applicable Law. Administrative Agent may request instructions from Required Lenders with respect to any act (including the failure to act) in connection with this any Loan Sport Chalet: Term Loan Agreement or any other Loan DocumentDocuments, and may seek assurances to its satisfaction from Lenders of their indemnification obligations under Section 13.5 12.6 against all Claims which that could be incurred by Administrative Agent in connection with any act (or failure to act). Administrative Solely as between Agent and Lenders, Agent shall be entitled to refrain from any act until it has received such instructions or assurances, and Administrative Agent shall not incur liability to any Person Secured Party or any Indemnitee by reason of so refraining. Instructions of the Required Lenders shall be binding upon all Lenders, and no Lender or any other Person shall have any right of action whatsoever against Administrative Agent as a result of Administrative Agent’s Agent acting or refraining from acting in accordance with the instructions of the Required Lenders. Notwithstanding the foregoing, instructions by and consent of all Lenders (except any a Defaulting Lender) shall be required in the circumstances described in Section 16.2(a)(iv). The 14.1.1, and in no event shall Required Lenders, without the prior written consent of each Lender, may not direct Administrative Agent to accelerate and demand payment of Term Loans held by one Lender without accelerating and demanding payment of all other Loans or terminate the Revolving Commitments of one Lender without terminating the Revolving Commitments of all LendersTerm Loans. Administrative In no event shall Agent shall not be required to take any action whichthat, in its opinion, or in the opinion of its legal counsel, is contrary to Applicable Law or any Loan Document Documents or could subject any Administrative Agent Indemnitee to personal liability, including for the avoidance of doubt any action that may be in violation of the automatic stay under any Debtor Relief Law or that may effect a forfeiture, modification or termination of Property of a Defaulting Lender in violation of any Debtor Relief Law.

Instructions of Required Lenders. The rights and remedies conferred upon Administrative Agent under the Loan Documents may be exercised without the necessity of joinder of any other party, unless required by Applicable Law. Administrative Agent may request instructions from Required Lenders with respect to any act (including the failure to act) in connection with this Agreement or any other Loan DocumentDocuments, and may seek assurances to its satisfaction from Lenders of their indemnification obligations under Section 13.5 12.6 against all Claims which that could be incurred by Administrative Agent in connection with any act (or failure to act). Administrative Agent shall be entitled to refrain from any act until it has received such instructions or assurances, and Administrative Agent shall not incur liability to any Person by reason of so refraining. Instructions of the Required Lenders shall be binding upon all Lenders, and no Lender or any other Person shall have any right of action whatsoever against Administrative Agent as a result of Administrative Agent’s Agent acting or refraining from acting in accordance with the instructions of the Required Lenders. Notwithstanding the foregoing, instructions by and consent of all Lenders (except any Defaulting Lender) shall be required in the circumstances described in Section 16.2(a)(iv). The 14.1.1, and in no event shall Required Lenders, without the prior written consent of each Lender, may not direct Administrative Agent to accelerate and demand payment of Revolver Loans held by one Lender without accelerating and demanding payment of all other Loans or Revolver Loans, nor to terminate the Revolving Commitments of one Lender without terminating the Revolving Commitments of all Lenders. Administrative In no event shall Agent shall not be required to take any action whichthat, in its opinion, or in the opinion of its legal counsel, is contrary to Applicable Law or any Loan Document Documents or could subject any Administrative Agent Indemnitee to personal liability, including for the avoidance of doubt any action that may be in violation of the automatic stay under any Debtor Relief Law or that may effect a forfeiture, modification or termination of Property of a Defaulting Lender in violation of any Debtor Relief Law.

Instructions of Required Lenders. The rights and remedies conferred upon Administrative each Agent and each Collateral Agent under the Loan Credit Documents may be exercised without the necessity of joinder of any other party, unless required by Applicable Law. Administrative Each Agent and each Collateral Agent may request instructions from Required Lenders with respect to any act (including the failure to act) in connection with this Agreement or any other Loan DocumentCredit Documents, and may seek assurances to its satisfaction from Lenders of their indemnification obligations under Section 13.5 3.613.6 against all Claims which that could be incurred by Administrative any Agent in connection with any act (or failure to act). Administrative Each Agent and each Collateral Agent shall be entitled to refrain from any act until it has received such instructions or assurances, and Administrative no Agent nor any Collateral Agent shall not incur liability to any Person by reason of so refraining. Instructions of the Required Lenders shall be binding upon all Lenders, and no Lender or any other Person shall have any right of action whatsoever against Administrative any Agent or any Collateral Agent as a result of Administrative Agent’s such Agent or such Collateral Agent acting or refraining from acting in accordance with the instructions of the Required Lenders. Notwithstanding the foregoing, instructions by and consent of all Lenders (except any Defaulting Lender) shall be required in the circumstances described in Section 16.2(a)(iv). The 13.9, and in no event shall Required Lenders, without the prior written consent of each Lender, may not direct Administrative any Agent to accelerate and demand payment of Loans held by one Lender without accelerating and demanding payment of all other Loans or Loans, nor to terminate the Revolving Commitments of one Lender without terminating the Revolving Commitments of all Lenders. Administrative In no event shall any Agent shall not or any Collateral Agent be required to take any action whichthat, in its opinion, or in the opinion of its legal counsel, is contrary to Applicable Law or any Loan Document Credit Documents or could subject any Administrative Agent Indemnitee to personal liability, including for the avoidance of doubt any action that may be in violation of the automatic stay under any Debtor Relief Law or that may effect a forfeiture, modification or termination of Property of a Defaulting Lender in violation of any Debtor Relief Law.

Instructions of Required Lenders. The rights and remedies conferred upon Administrative the Agent under the Loan Documents may be exercised without the necessity of joinder of any other party, unless required by Applicable Law. Administrative The Agent may request instructions from Required Lenders or Required Facility Lenders with respect to any act (including the failure to act) in connection with this Agreement or any other Loan DocumentDocuments, and may seek assurances to its satisfaction from the Lenders of their indemnification obligations under Section 13.5 12.6 against all Claims which that could be incurred by Administrative the Agent in connection with any act (or failure to act). Administrative The Agent shall be entitled to refrain from any act until it has received such instructions or assurances, and Administrative the Agent shall not incur liability to any Person by reason of so refraining. Instructions of the Required Lenders or Required Facility Lenders shall be binding upon all Lenders, and no Lender or any other Person shall have any right of action whatsoever against Administrative the Agent as a result of Administrative Agent’s the Agent acting or refraining from acting in accordance with the instructions of the Required Lenders or Required Facility Lenders. Notwithstanding the foregoing, instructions by and consent of all Lenders (except any Defaulting Lender) shall be required in the circumstances described in Section 16.2(a)(iv). The 14.1.1, and in no event shall Required Lenders or Required Facility Lenders, without the prior written consent of each Lender, may not direct Administrative the Agent to accelerate and demand payment of Loans held by one Lender without accelerating and demanding payment of all other Loans or Loans, nor to terminate the Revolving Commitments of one Lender without terminating the Revolving Commitments of all Lenders. Administrative In no event shall the Agent shall not be required to take any action whichthat, in its opinion, or in the opinion of its legal counsel, is contrary to Applicable Law or any Loan Document Documents or could subject any Administrative Agent Indemnitee to personal liability, including for the avoidance of doubt any action that may be in violation of the automatic stay under any Debtor Relief Law or that may effect a forfeiture, modification or termination of Property of a Defaulting Lender in violation of any Debtor Relief Law.

Instructions of Required Lenders. The rights and remedies conferred upon Administrative Agent under the Loan Documents may be exercised without the necessity of joinder of any other party, unless required by Applicable Law. In determining compliance with a condition for any action hereunder, including satisfaction of any condition in Section 6, Administrative Agent may presume that the condition is satisfactory to a Secured Party unless Administrative Agent has received notice to the contrary from such Secured Party before Administrative Agent takes the action. Administrative Agent may request instructions from Required Lenders with respect to any act (including the failure to act) in connection with this Agreement or any other Loan DocumentDocuments, and may seek assurances to its satisfaction from Lenders of their indemnification obligations under Section 13.5 12.6 against all Claims which that could be incurred by Administrative Agent in connection with any act (or failure to act). Administrative Agent shall be entitled to refrain from any act until it has received such instructions or assurances, and Administrative Agent shall not incur liability to any Person by reason of so refraining. Instructions of the Required Lenders shall be binding upon all Lenders, and no Lender or any other Person shall have any right of action whatsoever against Administrative Agent as a result of Administrative Agent’s Agent acting or refraining from acting in accordance with the instructions of the Required Lenders. Notwithstanding the foregoing, instructions by and consent of all Lenders (except any Defaulting Lender) shall be required in the circumstances described in Section 16.2(a)(iv). The 15.1.1, and in no event shall Required Lenders, without the prior written consent of each Lender, may not direct Administrative Agent to accelerate and demand payment of Loans held by one Lender without accelerating and demanding payment of all other Loans or Loans, nor to terminate the Revolving Commitments Term Loan Commitment of one Lender without terminating the Revolving Term Loan Commitments of all Lenders. In no event shall Administrative Agent shall not be required to take any action whichthat, in its opinion, or in the opinion of its legal counsel, is contrary to Applicable Law or any Loan Document Documents or could subject any Administrative Agent Indemnitee to personal liability, including for the avoidance of doubt any action that may be in violation of the automatic stay under any Debtor Relief Law or that may effect a forfeiture, modification or termination of Property of a Defaulting Lender in violation of any Debtor Relief Law.

Instructions of Required Lenders. The rights and remedies conferred upon Administrative Agent under the Loan Documents may be exercised without the necessity of joinder of any other party, unless required by Applicable Law. Administrative Agent may request instructions from Required Lenders or other Secured Parties with respect to any act (including the failure to act) in connection with this Agreement or any other Loan DocumentDocuments, and may seek assurances to its satisfaction from Lenders Secured Parties of their indemnification obligations under Section 13.5 against all Claims which that could be incurred by Administrative Agent in connection with any act (or failure to act). Administrative Agent shall be entitled to refrain from any act until it has received such instructions or assurances, and Administrative Agent shall not incur liability to any Person by reason of so refraining. Instructions of the Required Lenders shall be binding upon all LendersSecured Parties, and no Lender or any other Person Secured Party shall have any right of action whatsoever against Administrative Agent as a result of Administrative Agent’s Agent acting or refraining from acting in accordance with the instructions of the Required Lenders. Notwithstanding the foregoing, instructions by and consent of all Lenders (except any Defaulting Lender) Secured Parties shall be required in the circumstances described in Section 16.2(a)(iv). The 14.1.1, and in no event shall Required Lenders, without the prior written consent of each Lender, may not direct Administrative Agent to accelerate and demand payment of Loans held by one Lender without accelerating and demanding payment of all other Loans or Loans, nor to terminate the Revolving Revolver Commitments of one Lender without terminating the Revolving Revolver Commitments of all Lenders. In no event shall Administrative Agent shall not be required to take any action whichthat, in its opinion, or in the opinion of its legal counsel, is contrary to Applicable Law or any Loan Document Documents or could subject any Administrative Agent Indemnitee to personal liability, including for the avoidance of doubt any action that may be in violation of the automatic stay under any Debtor Relief Law or that may effect a forfeiture, modification or termination of Property of a Defaulting Lender in violation of any Debtor Relief Law.