Action on Instructions of Lenders. The Administrative Agent shall in all cases be fully protected in acting, or in refraining from acting, hereunder and under any other Loan Document in accordance with written instructions signed by the Required Lenders (or the Required Revolving Loan Lenders or all of the Lenders, in each case in the event that and to the extent that this Agreement expressly requires such), and such instructions and any action taken or failure to act pursuant thereto shall be binding on all of the Lenders and on all owners of Loans. Upon receipt of any such instructions from the Required Lenders (or the Required Revolving Loan Lenders or all of the Lenders, in each case in the event that and to the extent that this Agreement expressly requires such), the Administrative Agent shall be permitted to act on behalf of the full principal amount of the Obligations. The Administrative Agent shall be fully justified in failing or refusing to take any action hereunder and under any other Loan Document unless it shall first be indemnified to its satisfaction by the Lenders pro rata against any and all liability, cost and expense that it may incur by reason of taking or continuing to take any such action.

Action on Instructions of Lenders. The Administrative Agent shall in all cases be fully protected in acting, or in refraining from acting, hereunder and under any other Loan Document in accordance with written instructions signed by the Required Lenders (or the Required Revolving Loan Lenders or all of the Lenders, in each case in the event that and to the extent that this Agreement expressly requires such), and such instructions and any action taken or failure to act pursuant thereto shall be binding on all of the Lenders and on all owners of Loans. Upon receipt of any such instructions from the Required Lenders (or the Required Revolving Loan Lenders or all of the Lenders, in each case in the event that and to the extent that this Agreement expressly requires such), the Administrative Agent shall be permitted to act on behalf of the full principal amount of the Obligations. The Administrative Agent shall be fully justified in failing or refusing to take any action hereunder and under any other Loan Document unless it shall first be indemnified to its satisfaction by the Lenders pro rata against any and all liability, cost and expense that it may incur by reason of taking or continuing to take any such action.

Action on Instructions of Lenders. The Administrative Agent shall in all cases be fully protected in acting, or in refraining from acting, hereunder and under any other Loan Document in accordance with written instructions signed by the Required Lenders (or the Required Revolving Loan Lenders or all of the Lenders, in each case in the event that and to the extent that this Agreement expressly requires such), and such instructions and any action taken or failure to act pursuant thereto shall be binding on all of the Lenders. The Lenders and on all owners of Loans. Upon receipt of any such instructions from the Required Lenders (or the Required Revolving Loan Lenders or all of the Lenders, in each case in the eventhereby acknowledge that and to the extent that this Agreement expressly requires such), the Administrative Agent shall be under no duty to take any discretionary action permitted to act on behalfbe taken by it pursuant to the provisions of this Agreement or any other Loan Document unless it shall be requested in writing to do so by the full principal amount of the Obligations.Required Lenders. The Administrative Agent shall be fully justified in failing or refusing to take any discretionary action hereunder and under any other Loan Document unless it shall first be indemnified to its satisfaction by the Lenders pro rata against any and all liability, cost and expense that it may incur by reason of taking or continuing to take any such action.

Action on Instructions of Lenders.[[Organization B:Organization]]. The Administrative Agent shall in all cases be fully protected in acting, or in refraining from acting, hereunder and under any other Loan Document in accordance with written instructions signed by the Required Lenders (or the Required Revolving Loan Lenders[[Organization B:Organization]] or all of the Lenders, in each case in the event that and to the extent that this Agreement expressly requires such)[[Organization B:Organization]], as appropriate, and such instructions and any action taken or failure to act pursuant thereto shall be binding on all of the Lenders and on all owners of Loans. Upon receipt of any such instructions from the Required Lenders (or the Required Revolving Loan Lenders or all of the Lenders, in each case in the event[[Organization B:Organization]]. [[Organization B:Organization]] hereby acknowledge that and to the extent that this Agreement expressly requires such), the Administrative Agent shall be under no duty to take any discretionary action permitted to act on behalfbe taken by it pursuant to the provisions of this Agreement or any other Loan Document unless it shall be requested in writing to do so by the full principal amount of the Obligations.Required [[Organization B:Organization]]. The Administrative Agent shall be fully justified in failing or refusing to take any action hereunder and under any other Loan Document unless it shall first be indemnified to its satisfaction by the Lenders[[Organization B:Organization]] pro rata against any and all liability, cost and expense that it may incur by reason of taking or continuing to take any such action.

Action on InstructionsSection # Certain Rights of Lenders. Thethe Administrative Agent. If the Administrative Agent shall in all cases be fully protected in acting, or in refraining from acting, hereunder and under any other Loan Document in accordance with written instructions signed by the Required Lenders (or the Required Revolving Loan Lenders or all of the Lenders, in each case in the event that and to the extent that this Agreement expressly requires such), and such instructions and any action taken or failure to act pursuant thereto shall be binding on all of the Lenders and on all owners of Loans. Upon receipt of any suchrequest instructions from the Required Lenders (orwith respect to any action or actions (including the Required Revolving Loan Lenders or all of the Lenders,failure to act) in each case in the event that and to the extent thatconnection with this Agreement expressly requires such),Agreement, the Administrative Agent shall be permittedentitled to refrain from such act on behalf ofor taking such act unless and until it shall have received instructions from such Lenders, and the full principal amount of the Obligations. The Administrative Agent shall be fully justified in failing or refusingnot incur liability to take any action hereunder and under any other Loan Document unless it shall first be indemnified to its satisfaction by the Lenders pro rata against any and all liability, cost and expense that it may incurPerson by reason of takingso refraining. Without limiting the foregoing, no Lender shall have any right of action whatsoever against the Administrative Agent as a result of the Administrative Agent acting or continuing to take any such action.refraining from acting hereunder in accordance with the instructions of the Required Lenders where required by the terms of this Agreement.

Action on InstructionsSection # Certain Rights of Lenders. Thethe Administrative Agent. If the Administrative Agent shall in all cases be fully protected in acting, or in refraining from acting, hereunder and under any other Loan Document in accordance with written instructions signed by the Required Lenders (or the Required Revolving Loan Lenders or all of the Lenders, in each case in the event that and to the extent that this Agreement expressly requires such), and such instructions and any action taken or failure to act pursuant thereto shall be binding on all of the Lenders and on all owners of Loans. Upon receipt of any suchrequest instructions from the Required Lenders (or the Required Revolving Loan Lenderssuch other number or allpercentage of the Lenders,Lenders as shall be necessary, or as the Administrative Agent shall believe in each casegood faith shall be necessary, under the circumstances as provided in Section 10.2 and Section 8.1) with respect to any action or actions (including the event that andfailure to the extent thatact) in connection with this Agreement expressly requires such),Agreement, the Administrative Agent shall be permittedentitled to refrain from such act on behalf ofor taking such act unless and until it shall have received instructions from such Lenders, and the full principal amount of the Obligations. The Administrative Agent shall be fully justified in failing or refusingnot incur liability to take any action hereunder and under any other Loan Document unless it shall first be indemnified to its satisfaction by the Lenders pro rata against any and all liability, cost and expense that it may incurPerson by reason of takingso refraining. Without limiting the foregoing, no Lender shall have any right of action whatsoever against the Administrative Agent as a result of the Administrative Agent acting or continuing to take anyrefraining from acting hereunder in accordance with the instructions of the Required Lenders (or such action.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 Section 10.2 and Section 8.1) where required by the terms of this Agreement.

Action on Instructions of Lenders. The Administrative Agent shallAs to any matters not expressly provided for herein and in all cases be fully protected in acting, or in refraining from acting, hereunder and under anythe other Loan Document in accordance with written instructions signed by the Required Lenders (or the Required Revolving Loan LendersDocuments (including enforcement or all of the Lenders, in each case in the event that and to the extent that this Agreement expressly requires such), and such instructions and any action taken or failure to act pursuant thereto shall be binding on all of the Lenders and on all owners of Loans. Upon receipt of any such instructions from the Required Lenders (or the Required Revolving Loan Lenders or all of the Lenders, in each case in the event that and to the extent that this Agreement expressly requires such)collection), the Administrative Agent shall not be permittedrequired to exercise any discretion or take any action, but shall be required to act on behalfor to refrain from acting (and shall be fully protected in so acting or refraining from acting) upon the written instructions of the full principal amountMajority Lenders or the Required Lenders, as applicable (or such other number or percentage of the Obligations. TheLenders as shall be necessary, pursuant to the terms in the Loan Documents), and, unless and until revoked in writing, such instructions shall be binding upon each Lender and each Issuing Bank; provided, however, that the Administrative Agent shall not be fully justified in failing or refusingrequired to take any action hereunderthat # the Administrative Agent in good faith believes exposes it to liability unless the Administrative Agent receives an indemnification satisfactory to it from the Lenders and underthe Issuing Banks with respect to such action or # is contrary to this Agreement or any other Loan Document unlessor applicable Requirements of Law, including any action that may be in violation of the automatic stay under any requirement of law relating to bankruptcy, insolvency or reorganization or relief of debtors or that may effect a forfeiture, modification or termination of property of a Defaulting Lender in violation of any requirement of law relating to bankruptcy, insolvency or reorganization or relief of debtors; provided, further, that the Administrative Agent may seek clarification or direction from the Majority Lenders or the Required Lenders, as applicable, prior to the exercise of any such instructed action and may refrain from acting until such clarification or direction has been provided. Except as expressly set forth in the Loan Documents, the Administrative Agent shall not have any duty to disclose, and shall not be liable for the failure to disclose, any information relating to the Borrower, any Subsidiary or any Affiliate of any of the foregoing that is communicated to or obtained by the Person serving as Administrative Agent or any of its Affiliates in any capacity. Nothing in this Agreement shall require the Administrative Agent to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder or in the exercise of any of its rights or powers if it shall first be indemnifiedhave reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to its satisfaction by the Lenders pro rata against any and all liability, cost and expense that it may incur by reason of taking or continuing to take any such action.it.

Action on Instructions of Lenders. The Administrative Agent shallAs to any matters not expressly provided for herein and in all cases be fully protected in acting, or in refraining from acting, hereunder and under anythe other Loan Document in accordance with written instructions signed by the Required Lenders (or the Required Revolving Loan LendersDocuments (including enforcement or all of the Lenders, in each case in the event that and to the extent that this Agreement expressly requires such), and such instructions and any action taken or failure to act pursuant thereto shall be binding on all of the Lenders and on all owners of Loans. Upon receipt of any such instructions from the Required Lenders (or the Required Revolving Loan Lenders or all of the Lenders, in each case in the event that and to the extent that this Agreement expressly requires such)collection), the Administrative Agent shall not be permittedrequired to exercise any discretion or take any action, but shall be required to act on behalfor to refrain from acting (and shall be fully protected in so acting or refraining from acting) upon the written instructions of the full principal amountRequired ​ (or such other number or percentage of the Obligations. The​ as shall be necessary, pursuant to the terms in the Loan Documents), and, unless and until revoked in writing, such instructions shall be binding upon each Lender and each Issuing Bank; provided, however, that the Administrative Agent shall not be fully justified in failing or refusingrequired to take any action hereunderthat # the Administrative Agent in good faith believes exposes it to liability unless the Administrative Agent receives an indemnification and underis exculpated in a manner satisfactory to it from the ​ and the Issuing Banks with respect to such action or # is contrary to this Agreement or any other Loan Document unlessor applicable law, including any action that may be in violation of the automatic stay under any requirement of law relating to bankruptcy, insolvency or reorganization or relief of debtors or that may affect a forfeiture, modification or termination of property of a Defaulting Lender in violation of any requirement of law relating to bankruptcy, insolvency or reorganization or relief of debtors; provided, further, that the Administrative Agent may seek clarification or direction from the Required ​ prior to the exercise of any such instructed action and may refrain from acting until such clarification or direction has been provided. Except as expressly set forth in the Loan Documents, the Administrative Agent shall not have any duty to disclose, and shall not be liable for the failure to disclose, any information relating to any Borrower, any other Loan Party, any Subsidiary or any Affiliate of any of the foregoing that is communicated to or obtained by the Person serving as Administrative Agent or any of its Affiliates in any capacity. Nothing in this Agreement shall require the Administrative Agent to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder or in the exercise of any of its rights or powers if it shall first be indemnifiedhave reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to its satisfaction by the Lenders pro rata against any and all liability, cost and expense that it may incur by reason of taking or continuing to take any such action.it.

Action on Instructions of Lenders. The Administrative Agent shall in all cases be fully protected in acting, or in refraining from acting, hereunder and under any other Loan Documentof the Basic Documents in accordance with written instructions signed bya request of the Required Lenders (or the Required Revolving Loan Lenders or all of the Lenders, in each case in the event that and to the extent that this Agreement expressly requires such)their Agents), and such instructionsrequest and any action taken or failure to act pursuant thereto shall be binding onupon all of the Lenderspresent and on all owners of Loans. Upon receipt of any such instructions from the Required Lenders (or the Required Revolving Loan Lenders or all of the Lenders, in each case in the event that and to the extent that this Agreement expressly requires such), the Administrative Agent shall be permitted to act on behalf of the full principal amount of the Obligations. The Administrative Agent shall be fully justified in failing or refusing to take any action hereunder and under any other Loan Document unless it shall first be indemnified to its satisfaction by the Lenders pro rata against any and all liability, cost and expense that it may incur by reason of taking or continuing to take any such action.future Lenders.

Action on InstructionsThe [[Administrative Agent:Organization]] shall be fully justified in failing or refusing to take any action under any Loan Document unless it shall first receive such advice or concurrence of Lenders.the Requisite Lenders, the Requisite Revolving Credit Lenders or the [[FILO Documentation Agent:Organization]], as applicable, as it deems appropriate and, if it so requests, it shall first be indemnified to its satisfaction by the Lenders or the FILO Lenders, as applicable, against any and all liability and expense which may be incurred by it by reason of taking or continuing to take any such action. The [[Administrative AgentAgent:Organization]] shall in all cases be fully protected in acting, or in refraining from acting, hereunder and under this Agreement or any other Loan Document in accordance with written instructions signed bya request or consent of the Required Lenders (orRequisite Lenders, the RequiredRequisite Revolving LoanCredit Lenders or allthe [[FILO Documentation Agent:Organization]], as applicable (or such greater number of the Lenders,Lenders as may be expressly required hereby in each case in the event that and to the extent that this Agreement expressly requires such)any instance), and such instructionsrequest and any action taken or failure to act pursuant thereto shall be binding onupon all of the Lenders and on all owners of Loans. Upon receipt of any such instructions fromLenders; provided that the Required Lenders (or the Required Revolving Loan Lenders or all of the Lenders, in each case in the event that and to the extent that this Agreement expressly requires such), the [[Administrative AgentAgent:Organization]] shall not be permitted to act on behalf of the full principal amount of the Obligations. The Administrative Agent shall be fully justified in failing or refusingrequired to take any action hereunder and underthat, in its opinion or in the opinion of its counsel, may expose the [[Administrative Agent:Organization]] to liability or that is contrary to any other Loan Document unless it shall first be indemnified to its satisfaction by the Lenders pro rata against any and all liability, cost and expense that it may incur by reason of taking or continuing to take any such action.applicable Law.