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.

Instructions of Required Lenders The rights and remedies conferred upon Agent under the Loan Documents may be exercised without the necessity of joinder of any other party, unless required by Applicable Law Agent may request instructions from Required Lenders or other Secured Parties with respect to any act (including the failure to act) in connection with any Loan Documents or Collateral, and may seek assurances to its satisfaction from Secured Parties of their indemnification obligations against Claims that could be incurred by Agent Agent may refrain from any act until it has received such instructions or assurances, and shall not incur liability to any Person by reason of so refraining Instructions of Required Lenders shall be binding upon all Secured Parties, and no Secured Party shall have any right of action whatsoever against Agent as a result of Agent acting or refraining from acting pursuant to instructions of Required Lenders Notwithstanding the foregoing, instructions by and consent of specific parties shall be required to the extent provided in [Section 1411] In no event shall Agent be required to take any action that, in its opinion, is contrary to Applicable Law or any Loan Documents or could subject any Agent Indemnitee to personal liability

The Facility Agent shall:

If [[Organization B:Organization]] shall request instructions from Lenders with respect to any act or action (including failure to act) in connection with this Agreement or any Other Document, [[Organization B:Organization]] shall be entitled to refrain from such act or taking such action unless and until [[Organization B:Organization]] shall have received instructions from the Required Lenders; and [[Organization B:Organization]] shall not incur liability to any Person by reason of so refraining. Without limiting the foregoing, Lenders shall not have any right of action whatsoever against [[Organization B:Organization]] as a result of its acting or refraining from acting hereunder in accordance with the instructions of the Required Lenders.

Payment Instructions. On or before the relevant Funding Date with respect to the Receivables, the Servicer and each Subservicer shall have instructed all related Obligors to make all payments in respect of the related Receivables directly with the Servicer or such Subservicer.

Payment Instructions. From and after the Assignment Date, the Agent shall make all payments in respect of the Assigned Interest (including payments of principal, interest, fees and other amounts) to the Assignor for amounts which have accrued to but excluding the Assignment Date and to the Assignee for amounts which have accrued from and after the Effective Date. All payments to Assignee under the Credit Agreement shall be made as provided in the Credit Agreement in accordance with the separate instructions delivered to Agent.

Payment Instructions. [[Organization B:Organization]] shall have received written instructions from Borrowing [[Organization B:Organization]] directing the application of proceeds of the initial Advances made pursuant to this Agreement and the Confirmed Plan to repay the applicable debt on the Closing Date;

Closing Instructions. Prior to the first Advance hereunder (if any) for the purchase of a Participation Interest in any [[Organization B:Organization]] Originated Mortgage Loan, [[Organization C:Organization]] shall have received a copy of, and approved in writing, [[Organization B:Organization]]’s standard form of closing instructions letter (such form of closing instructions letter which has been approved by [[Organization C:Organization]] in writing is referred to herein as the “Approved Closing Instructions Form”). In connection with the closing of each Participated Mortgage Loan (that is a [[Organization B:Organization]] Originated Mortgage Loan) [[Organization B:Organization]] shall deliver a closing instructions letter to the applicable Escrow Agent which is in all material respects consistent with the Approved Closing Instructions Form and [[Organization B:Organization]] shall have obtained a copy of such closing instructions agreed to by such Escrow Agent.

Committee Action. Execution of this Agreement by the Chair or other member of the Committee signifies that this Agreement, the award of Restricted Stock Units made hereby and the conditions upon which the restrictions on the Restricted Stock Units shall lapse or be satisfied have been approved by the Committee either at a meeting of the Committee or by the unanimous written consent of its members.

Alternative Action. In the event it becomes impossible for the Employer or the Administrator to perform any act required by this Agreement due to regulatory or other constraints, the Employer or Administrator may perform such alternative act as most nearly carries out the intent and purpose of this Agreement and is in the best interests of the Employer, provided that such alternative act does not violate Code Section 409A.