Common use of Actions by Administrative Agent Clause in Contracts

Actions by Administrative Agent. Each Pledgor hereby designates Administrative Agent, or any agent designated by Administrative Agent, as the attorney-in-fact of such Pledgor to: (a) endorse in favor of Administrative Agent any of the Collateral; (b) upon the occurrence and during the continuance of an Event of Default, cause the transfer of any of the Collateral in such name as Administrative Agent may from time to time determine; (c) renew, extend or roll over any Collateral; and (d) upon the occurrence and during the continuance of an Event of Default, make, demand and initiate actions to enforce any of the Collateral or rights therein. Administrative Agent may take such action with respect to the Collateral as Administrative Agent may reasonably determine to be necessary to protect and preserve its interest in the Collateral. Administrative Agent shall also have and may exercise at any time all rights, remedies, powers, privileges and discretions of each Pledgor with respect to and under the Collateral; provided, however, Administrative Agent shall have no right to exercise any Voting Rights except in accordance with Section 6 hereof. Except as provided herein, all of the rights, remedies, powers, privileges and discretions included in this Section 8, other than Voting Rights, may be exercised by Administrative Agent whether or not the Obligations are then due and whether or not an Event of Default has occurred. The within designation and grant of power of attorney is coupled with an interest, is irrevocable until this Agreement is terminated by a written instrument executed by a duly authorized officer of Administrative Agent. The power of attorney shall not be affected by subsequent disability or incapacity of any Pledgor. Administrative Agent and Lenders shall not be liable for any act or omission to act pursuant to this Section 8, except for any act or omission to act which is in actual bad faith or constituting the gross negligence of such party.

Actions by Administrative Agent. Each Pledgor hereby designates appoints Administrative Agent, or any agent designated by Administrative Agent, as the attorney-in-fact of such Pledgor after an Event of Default has occurred and is continuing to: (a) endorse in favor of Administrative Agent on behalf of Lenders any of the Collateral; (b) upon the occurrence and during the continuance of an Event of Default, cause the transfer of any of the Collateral in such name as Administrative Agent may from time to time determine; (c) renew, extend or roll over any Collateral; and (d) upon the occurrence and during the continuance of an Event of Default, make, demand and initiate actions to enforce any of the Collateral or rights therein; and (e) file financing statements, continuation statements, and amendments thereto describing the Collateral without the signature of Pledgor. Administrative Agent on behalf of Lenders may take such action with respect to the Collateral as Administrative Agent may reasonably determine to be necessary to protect and preserve its interest in the Collateral. Administrative Agent shall also have and may exercise at any time after an Event of Default has occurred and is continuing all rights, remedies, powers, privileges and discretions of each Pledgor with respect to and under the Collateral; provided, however, provided that in no event shall Administrative Agent shall have no the right to exercise make capital calls on Pledgor or any Voting Rights except in accordance with Section 6 hereof. Except as provided hereinother shareholder, all member or partner of the rights, remedies, powers, privileges and discretions included in this Section 8, other than Voting Rights, may be exercised by Administrative Agent whether or not the Obligations are then due and whether or not an Event of Default has occurreda Portfolio Investment Entity. The within designation and grant of power of attorney is coupled with an interest, interest and is irrevocable until this Pledge and Security Agreement is terminated by a written instrument executed by a duly authorized officer of Administrative AgentAgent on behalf of Lenders or until all Obligations have been paid or fulfilled and the obligation of Lenders to make Loans under the Term Loan Agreement has terminated. The power of attorney under this Section 9 shall not be affected by subsequent disability or incapacity of any Pledgor. Neither Administrative Agent and Lenders nor any Lender shall not be liable for any act or omission to act pursuant to this Section 89, except for any act or omission to act which is in actual bad faith or constituting the constitutes gross negligence or willful misconduct. Administrative Agent on behalf of such partyLenders shall execute partial releases of this Agreement under the terms of the Term Loan Agreement.

Actions by Administrative Agent. Each Pledgor hereby designates Administrative Agent, or any agent designated by Administrative Agent, as the attorney-in-fact of such Pledgor to: (a) endorse in favor of Administrative Agent any of the Collateral; (b) upon the occurrence and during the continuance of an Event of Default, cause the transfer of any of the Collateral in such name as Administrative Agent may from time to time determine; (c) renew, extend or roll over any Collateral; and (d) upon the occurrence and during the continuance of an Event of Default, make, demand and initiate actions to enforce any of the Collateral or rights therein. Administrative Agent may take such action with respect to the Collateral as Administrative Agent may reasonably determine to be necessary to protect and preserve its interest in the Collateral. The Administrative Agent shall also have be fully justified in failing or refusing to take any action under this Agreement or any other Transaction Document unless it shall first receive such advice or concurrence of the Lenders as it deems appropriate and, if it so requests, it shall first be indemnified to its satisfaction by the Lenders against any and all liability and expense which may exercise at be incurred by it by reason of taking or continuing to take any time all rightssuch action. Without limiting the generality of the foregoing, remedies, powers, privileges and discretions of each Pledgor with respect to and under the Collateral; provided, however, Administrative Agent shall not have no right any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights and powers expressly contemplated hereby or by the other Transaction Documents that the Administrative Agent is required to exercise any Voting Rights except as directed in accordance with Section 6 hereof. Except as provided herein, all writing by the Required Lenders or Supermajority of Lenders (or such other number or percentage of the rightsLenders as shall be expressly provided for herein or in the other Transaction Documents) and shall not, remediesexcept as expressly set forth herein and in the other Transaction Documents, powershave any duty to disclose, privileges and discretions included in this Section 8, other than Voting Rights, may be exercised by Administrative Agent whether or not the Obligations are then due and whether or not an Event of Default has occurred. The within designation and grant of power of attorney is coupled with an interest, is irrevocable until this Agreement is terminated by a written instrument executed by a duly authorized officer of Administrative Agent. The power of attorney shall not be affected by subsequent disability or incapacity of any Pledgor. Administrative Agent and Lenders shall not be liable for the failure to disclose, any act information relating to the Borrower or omission any of its Affiliates that is communicated to act or obtained by the Person serving as the Administrative Agent or any of its Affiliates in any capacity. The Administrative Agent shall in all cases be fully protected in acting, or in refraining from acting, under this Agreement or any other Transaction Document in accordance with a request or consent of the Required Lenders or Supermajority of Lenders (or such other number or percentage of Lenders as shall be specified or as the Administrative Agent shall believe good faith necessary); provided, that, notwithstanding anything to the contrary herein, the Administrative 154 Agent shall not be required to take any action hereunder if the taking of such action, in the reasonable determination of the Administrative Agent, shall be in violation of any Applicable Law or contrary to any provision of this Agreement or shall expose the Administrative Agent to liability hereunder or otherwise. In the event the Administrative Agent requests the consent of a Lender pursuant to this Section 8, except for any act the foregoing provisions and the Administrative Agent does not receive a consent (either positive or omission to act which is in actual bad faith or constituting the gross negligence negative) from such Person within ten Business Days of such partyPerson’s receipt of such request, then such Lender shall be deemed to have declined to consent to the relevant action. The Administrative Agent shall not be responsible for or have any duty to ascertain or inquire into (i) any statement, warranty or representation made in or in connection with this Agreement or any other Transaction Document, (ii) the contents of any certificate, report or other document delivered hereunder or thereunder or in connection herewith or therewith, (iii) the performance or observance of any of the covenants, agreements or other terms or conditions set forth herein or therein or the occurrence of any Unmatured Event of Default or Event of Default, (iv) the value, validity, enforceability, sufficiency, effectiveness or genuineness of this Agreement, any other Transaction Document or any other agreement, instrument or document or (v) the satisfaction of any condition set forth in Article III or elsewhere herein, other than to confirm receipt of items expressly required to be delivered to the Administrative Agent.

Actions by Administrative Agent. Each Upon an Event of Default, Administrative Agent may transfer the Collateral into its name or that of its nominee and may receive the income and any distributions thereon and hold the same as Collateral for the Obligations or apply the same to any of the Obligations. While an Event of Default exists, Pledgor hereby designates Administrative Agent, or any agent designated by Administrative Agent, as the attorney-in-fact of such the Pledgor to: (a) endorse in favor of Administrative Agent and Lenders any of the Collateral; (b) upon the occurrence and during the continuance of an Event of Default, cause the transfer of any of the Collateral in such name as Administrative Agent may from time to time determine; (c) cause the issuance of certificates for book entry and/or uncertificated securities; (d) renew, extend or roll over any Collateral; and (de) upon the occurrence and during the continuance of an Event of Default, make, demand and initiate actions to enforce any of the Collateral or rights therein; and (f) file financing statements, continuation statements, and amendments thereto describing the Collateral without the signature of Pledgor. In addition, regardless of whether an Event of Default exists, (i) Pledgor authorizes Administrative Agent at any time and from time to time to file financing statements, continuation statements, and amendments thereto describing the Collateral without the signature of Pledgor and (ii) Administrative Agent may take such action with respect to the Collateral as Administrative Agent may reasonably determine to be necessary to protect and preserve its interest in the Collateral. While an Event of Default exists, Administrative Agent shall also have and may exercise at any time all rights, remedies, powers, privileges and discretions of each Pledgor with respect to and under the Collateral; provided, however, Administrative Agent shall have no right including without limitation all voting rights available to exercise any Voting Rights except in accordance with Section 6 hereof. Except as provided herein, all holders of the rights, remedies, powers, privileges and discretions included in this Section 8, other than Voting Rights, may be exercised by Administrative Agent whether or not the Obligations are then due and whether or not an Event of Default has occurredCollateral. The within designation and grant of power of attorney is coupled with an interest, is irrevocable until this Agreement is terminated by a written instrument executed by a duly authorized officer of Administrative Agent. The power of attorney shall not be affected by subsequent disability or incapacity of any Pledgor. Neither Administrative Agent and Lenders nor any Lender shall not be liable for any act or omission to act pursuant to this Section 89, except for any act or omission to act which is in actual bad faith or constituting the gross negligence of such partyfaith.

Actions by Administrative Agent. Each Pledgor hereby designates appoints Administrative Agent, or any agent designated by Administrative Agent, as the attorney-in-fact of such Pledgor after an Event of Default has occurred and is continuing to: (a) endorse in favor of Administrative Agent on behalf of Lenders any of the Collateral; (b) upon the occurrence and during the continuance of an Event of Default, cause the transfer of any of the Collateral in such name as Administrative Agent may from time to time determine; (c) renew, extend or roll over any Collateral; and (d) upon the occurrence and during the continuance of an Event of Default, make, demand and initiate actions to enforce any of the Collateral or rights therein; and (e) file financing statements, continuation statements, and amendments thereto describing the Collateral without the signature of Pledgor. Administrative Agent on behalf of Lenders may take such action with respect to the Collateral as Administrative Agent may reasonably determine to be necessary to protect and preserve its interest in the Collateral. Administrative Agent shall also have and may exercise at any time after an Event of Default has occurred and is continuing all rights, remedies, powers, privileges and discretions of each Pledgor with respect to and under the Collateral; provided, however, provided that in no event shall Administrative Agent shall have no the right to exercise make capital calls on Pledgor or any Voting Rights except in accordance with Section 6 hereof. Except as provided hereinother shareholder, all member or partner of the rights, remedies, powers, privileges and discretions included in this Section 8, other than Voting Rights, may be exercised by Administrative Agent whether or not the Obligations are then due and whether or not an Event of Default has occurreda Portfolio Investment Entity. The within designation and grant of power of attorney is coupled with an interest, interest and is irrevocable until this Pledge and Security Agreement is terminated by a written instrument executed by a duly authorized officer of Administrative AgentAgent on behalf of Lenders or until all Obligations have been paid or fulfilled and the obligation of Lenders to make Loans under the Credit Agreement has terminated. The power of attorney under this Section 9 shall not be affected by subsequent disability or incapacity of any Pledgor. Neither Administrative Agent and Lenders nor any Lender shall not be liable for any act or omission to act pursuant to this Section 89, except for any act or omission to act which is in actual bad faith or constituting the constitutes gross negligence or willful misconduct. Administrative Agent on behalf of such partyLenders shall execute partial releases of this Agreement under the terms of the Credit Agreement.

Actions by Administrative Agent. Each Pledgor hereby designates Other than matters that are ministerial in nature (including, for example, maintaining the Register under Section 9.07(c) and taking perfection actions with respect to the Collateral), the Administrative Agent, Agent shall not take any action or exercise any agent designated powers (whether expressly contemplated by Administrative Agent, the terms of this Agreement or otherwise) except as directed in writing by the attorney-in-fact Required Lenders (or such other number or percentage of such Pledgor to: the Lenders as shall be necessary under the circumstances) and in all cases they shall be fully justified in failing or refusing to act hereunder or under any other Loan Documents unless they shall (a) endorse receive written instructions from the applicable percentage of Lenders (including, in favor of the Administrative Agent any Agent’s discretion, instructions by e-mail from counsel to the Required Lenders) or the Lenders, as applicable, (or such other number or percentage of the Collateral; Lenders as shall be required under the circumstances) specifying the action to be taken and (b) upon be indemnified to each of their satisfaction by the occurrence Lenders against any and during the continuance all liability and expenses which may be incurred by it by reason of an Event of Default, cause the transfer of taking or continuing to take any such action. The instructions as aforesaid and any action taken or failure to act pursuant thereto shall be binding on all of the Collateral in such name as Lenders. If a Default has occurred and is continuing, then the Administrative Agent may from time to time determine; (c) renew, extend or roll over any Collateral; and (d) upon the occurrence and during the continuance of an Event of Default, make, demand and initiate actions to enforce any of the Collateral or rights therein. Administrative Agent may shall take such action with respect to such Default as shall be directed by the Collateral requisite Lenders in the written instructions (accompanied by indemnity reasonably satisfactory to the Administrative Agent) described in this Section 8.12), provided that, unless and until the Administrative Agent (as applicable) shall have received such directions, the Administrative Agent may reasonably determine to (but shall not be necessary to protect and preserve its interest in the Collateral. Administrative Agent shall also have and may exercise at any time all rightsobligated to) take such action, remediesor refrain from taking such action, powers, privileges and discretions of each Pledgor with respect to and under such Default 80 as it shall deem advisable in the Collateral; providedbest interests of the Lenders. In no event, however, shall the Administrative Agent shall have no right be required to exercise take any Voting Rights except in accordance with Section 6 hereofaction which exposes either of them to personal liability or which is contrary to this Agreement, the Loan Documents or applicable law. Except as provided herein, all of the rights, remedies, powers, privileges and discretions included in this Section 8, other than Voting Rights, may be exercised by The Administrative Agent whether or not the Obligations are then due and whether or not an Event of Default has occurred. The within designation and grant of power of attorney is coupled with an interest, is irrevocable until this Agreement is terminated by a written instrument executed by a duly authorized officer of Administrative Agent. The power of attorney shall not be affected by subsequent disability or incapacity of any Pledgor. Administrative Agent and Lenders shall not be liable for any act action taken or omission not taken by either of them with the consent or at the request of the Required Lenders or the Lenders (or such other number or percentage of the Lenders as shall be necessary under the circumstances), and otherwise the Administrative Agent shall not be liable for any action taken or not taken by it hereunder or under any other Loan Document or under any other document or instrument referred to act pursuant to this Section 8or provided for herein or therein or in connection herewith or therewith including its own ordinary negligence, except for any act or omission to act which is in actual bad faith or constituting the its own gross negligence or willful misconduct (as determined by a final order of such partya court of competent jurisdiction not subject to further appeal).

Actions by Administrative Agent. Each Pledgor hereby designates The Administrative AgentAgent shall not have any duty to take any discretionary action or exercise any discretionary power, except discretionary rights and powers expressly contemplated by this Agreement that the Administrative Agent is required to exercise and only so long as so directed in writing to take such discretionary action by the Lenders or the Lender Agents. The Administrative Agent shall in all cases be fully justified in failing or refusing to take any action under this Agreement or any other Transaction Document unless it shall first receive such advice or concurrence of the Lender Agents as it deems appropriate and, if it so requests, it shall first be indemnified to its satisfaction by the Lenders and Lender Agents against any and all liability and expense which may be incurred by it by reason of taking or continuing to take any such action, including prepayment of any related expenses and other protection it requires against any and all costs, expenses and liabilities it may incur in taking or continuing to take any such discretionary action at the direction of the Required Lenders. The Administrative Agent shall in all cases be fully protected in acting, or in refraining from acting, under this Agreement or any agent designated other Transaction Document in accordance with a request or consent of the Lender Agents or as determined by Administrative Agent, as the attorney-in-fact of such Pledgor to: (a) endorse in favor of Administrative Agent any of the Collateral; (b) upon the occurrence and during the continuance of an Event of Default, cause the transfer of any of the Collateral in such name as Administrative Agent may from time to time determine; (c) renew, extend or roll over any Collateral; and (d) upon the occurrence and during the continuance of an Event of Default, make, demand and initiate actions to enforce any of the Collateral or rights therein. Administrative Agent may take such action with respect to the Collateral as Administrative Agent may reasonably determine to be necessary to protect and preserve its interest in comply with any applicable law, regulation or court order; provided that, notwithstanding anything to the Collateral. contrary herein, the Administrative Agent shall also have and may exercise at not be required to take any time all rightsaction hereunder if the taking of such action, remedies, powers, privileges and discretions in the reasonable determination of each Pledgor with respect to and under the Collateral; provided, however, Administrative Agent or in the opinion of its counsel, shall have no right be in violation of any Applicable Law or contrary to exercise any Voting Rights except provision of this Agreement or shall expose the Administrative Agent to liability hereunder or otherwise, including, for the avoidance of doubt, any action that may be in accordance with Section 6 hereof. Except as provided herein, all violation of the rightsautomatic stay or that may affect a forfeiture, remedies, powers, privileges and discretions included modification or termination of a property interest in this Section 8, other than Voting Rights, may be exercised by violation of any applicable Bankruptcy Laws. In the event the Administrative Agent whether requests the consent of a Lender Agent pursuant to the foregoing provisions and the Administrative Agent does not receive a consent (either positive or not negative) from such Person within 10 Business Days of such Person’s receipt of such request, then such Lender or Lender Agent shall be deemed to have declined to consent to the Obligations are then due and whether or not an Event of Default has occurredrelevant action. The within designation and grant obligations of power of attorney is coupled with an interest, is irrevocable until this Agreement is terminated by a written instrument executed by a duly authorized officer of Administrative Agent. The power of attorney shall not be affected by subsequent disability or incapacity of any Pledgor. the Administrative Agent and Lenders shall under this Agreement or any other Transaction Document are several and not be liable for joint. Failure by any act one Lender to perform its obligations does not affect the obligations (or omission to act pursuant to this Section 8, except for liability) of the Administrative Agent or any act or omission to act which is in actual bad faith or constituting the gross negligence of such partyother Lender thereunder.

Actions by Administrative Agent. Each Pledgor hereby designates The Administrative AgentAgent shall not have any duty to take any discretionary action or exercise any discretionary power, except discretionary rights and powers expressly contemplated by this Agreement that the Administrative Agent is required to exercise and only so long as so directed in writing to take such discretionary action by the Lenders. The Administrative Agent shall in all cases be fully justified in failing or refusing to take any action under this Agreement or any other Transaction Document unless it shall first receive such advice or concurrence of such Lenders as it deems appropriate and, if it so requests, it shall first be indemnified to its satisfaction by the Lenders against any and all liability and expense which may be incurred by it by reason of taking or continuing to take any such action, including prepayment of any related expenses and other protection it requires against any and all costs, expenses and liabilities it may incur in taking or continuing to take any such discretionary action at the direction of the Required Lenders. The Administrative Agent shall in all cases be fully protected in acting, or in refraining from acting, under this Agreement or any agent designated other Transaction Document in accordance with a request or consent of the Lenders or as determined by Administrative Agent, as the attorney-in-fact of such Pledgor to: (a) endorse in favor of Administrative Agent any of the Collateral; (b) upon the occurrence and during the continuance of an Event of Default, cause the transfer of any of the Collateral in such name as Administrative Agent may from time to time determine; (c) renew, extend or roll over any Collateral; and (d) upon the occurrence and during the continuance of an Event of Default, make, demand and initiate actions to enforce any of the Collateral or rights therein. Administrative Agent may take such action with respect to the Collateral as Administrative Agent may reasonably determine to be necessary to protect and preserve its interest in comply with any applicable law, regulation or court order; provided that, notwithstanding anything to the Collateral. contrary herein, the Administrative Agent shall also have and may exercise at not be required to take any time all rightsaction hereunder if the taking of such action, remedies, powers, privileges and discretions in the reasonable determination of each Pledgor with respect to and under the Collateral; provided, however, Administrative Agent or in the opinion of its external counsel, shall have no right be in violation of any Applicable Law or contrary to exercise any Voting Rights except provision of this Agreement or shall expose the Administrative Agent to liability hereunder or otherwise, including, for the avoidance of doubt, any action that may be in accordance with Section 6 hereof. Except as provided herein, all violation of the rightsautomatic stay or that may affect a forfeiture, remediesmodification or termination of a property interest in violation of any applicable Bankruptcy Laws. Notwithstanding anything to the contrary herein or in any other Transaction Document, powers, privileges and discretions included in this Section 8, other than Voting Rights, may be exercised by the event the Administrative Agent whether requests the consent of any Lender pursuant to the foregoing provisions and the Administrative Agent does not receive a consent (either positive or not negative) from such Lender within ten (10) Business Days of such Xxxxxx’s receipt of such request, then such Lender shall be deemed to have declined to consent to the Obligations are then due and whether or not an Event of Default has occurredrelevant action. The within designation and grant obligations of power of attorney is coupled with an interest, is irrevocable until this Agreement is terminated by a written instrument executed by a duly authorized officer of Administrative Agent. The power of attorney shall not be affected by subsequent disability or incapacity of any Pledgor. the Administrative Agent and the Lenders shall under this Agreement and each of the other Transaction Document are several and not be liable for joint. Failure by any act one Lender to perform its obligations does not affect the obligations (or omission to act pursuant to this Section 8liability) of the Administrative Agent or any other Lender hereunder or thereunder, except for any act or omission to act which is in actual bad faith or constituting the gross negligence of such partyas applicable.

Actions by Administrative Agent. Each Pledgor hereby designates In case one or more Events of Default have occurred and shall be continuing, and whether or not acceleration of the Obligations shall have occurred, the Administrative AgentAgent shall, or any agent designated by Administrative Agent, as the attorney-in-fact of such Pledgor to: if (a) endorse in favor of Administrative Agent any of so requested by the Collateral; Required Lenders and (b) upon the occurrence Required Lenders have provided to the Administrative Agent such additional indemnities and during assurances against expenses and liabilities as the continuance of an Event of DefaultAdministrative Agent may reasonably request, cause proceed to enforce the transfer provisions of any of the Other Documents authorizing the sale or other disposition all or any part of the Collateral and exercise all or any such other legal and equitable and other rights or remedies as it may have in respect of such name as Collateral. The Required Lenders may direct the Administrative Agent in writing as to the method and the extent of any such sale or other disposition and exercise of such other rights or remedies as it may have in respect of such Collateral,, the Lenders hereby agreeing to indemnify and hold the Administrative Agent, harmless from time all liabilities incurred in respect of all actions taken or omitted in accordance with such directions; provided, however, that the Administrative Agent need not comply with any such direction to time determine; the extent that the Administrative Agent reasonably believes the Administrative Agent's compliance with such direction to be unlawful or commercially unreasonable in any applicable jurisdiction. In any event, the Lenders agree, as among themselves, that the Administrative Agent shall not, without the consent or approval of the Required Lenders and subject to Section 10.14. hereof, (ci) renewmake any sale or disposition of the Collateral, extend (ii) release or roll over any Collateral; and (d) upon subordinate the occurrence and during security interest of the continuance of an Event of Default, make, demand and initiate actions to enforce Lenders in any of the Collateral or rights therein. Administrative Agent may take such action release or discharge any Person which is a party to this Agreement or the Other Documents, (iii) consent or agree to any amendment or waiver of any material provision of this Agreement or the Other Documents, (iv) declare any Default, (v) exercise any right or remedy with respect to the Collateral as Administrative Agent may reasonably determine to be necessary to protect and preserve its interest in the Collateral. Administrative Agent shall also have and may exercise at any time all rights, remedies, powers, privileges and discretions of each Pledgor with respect to and under the Collateral; provided, however, Administrative Agent shall have no right to exercise any Voting Rights except in accordance with Section 6 hereof. Except as provided herein, all acceleration or collection of the rights, remedies, powers, privileges and discretions included in this Section 8, Obligations or (vi) take any other than Voting Rights, may be exercised by Administrative Agent whether action which requires the consent or not approval of the Obligations are then due and whether or not an Event of Default has occurred. The within designation and grant of power of attorney is coupled with an interest, is irrevocable until Lenders under this Agreement is terminated by a written instrument executed by a duly authorized officer of Administrative Agent. The power of attorney shall not be affected by subsequent disability or incapacity of any Pledgor. Administrative Agent and Lenders shall not be liable for any act or omission to act pursuant to this Section 8, except for any act or omission to act which is in actual bad faith or constituting the gross negligence of such partyOther Documents.

Actions by Administrative Agent. Each The Pledgor hereby designates designates, effective only during the existence of an Event of Default, the Administrative Agent, or any agent designated by the Administrative Agent, as the attorney-in-fact of such the Pledgor to: (a) endorse in favor of the Administrative Agent any of the Collateral; (b) upon the occurrence and during the continuance of an Event of Default, cause the transfer of any of the Collateral in such name as the Administrative Agent may from time to time determine; (c) cause the issuance of certificates for book entry and/or uncertificated securities; (d) renew, extend or roll over any Collateral; and (de) upon the occurrence and during the continuance of an Event of Default, make, demand and initiate actions to enforce any of the Collateral or rights therein. The Administrative Agent may take such action with respect to the Collateral as the Administrative Agent may reasonably determine to be necessary to protect and preserve its interest in the Collateral. While an Event of Default exists, the Administrative Agent shall also have and may exercise at any time all rights, remedies, powers, privileges and discretions of each the Pledgor with respect to and under the Collateral; provided, however, the Administrative Agent shall have no right to exercise any Voting Rights except in accordance with Section 6 hereofvoting rights available to holders of the Collateral at any time the Collateral is held by the Administrative Agent solely as secured party hereunder unless an Event of Default exists (and has not been waived by the Administrative Agent as set forth above). Except as provided herein, all All of the rights, remedies, powers, privileges and discretions included in this Section 89, other than Voting Rightsvoting rights, may be exercised by the Administrative Agent whether or not the Obligations are then due and whether or not only while an Event of Default has occurredexists. The within designation and grant of power of attorney is coupled with an interest, is irrevocable until this Agreement is terminated by as a written instrument executed by a duly authorized officer result of Administrative Agentthe satisfaction of the Obligations. The power of attorney shall not be affected by subsequent disability or incapacity of any the Pledgor. The Administrative Agent and Lenders shall not be liable for any act or omission to act pursuant to this Section 89, except for any act or omission to act which is in actual bad faith or constituting the gross negligence of such partyis grossly negligent.

Actions by Administrative Agent. Each Pledgor hereby designates appoints Administrative Agent, or any agent designated by Administrative Agent, as the attorney-in-fact of such Pledgor after an Event of Default has occurred and is continuing to: (a) endorse in favor of Administrative Agent on behalf of Lenders any of the Collateral; (b) upon the occurrence and during the continuance of an Event of Default, cause the transfer of any of the Collateral in such name as Administrative Agent may from time to time determine; (c) renew, extend or roll over any Collateral; and (d) upon the occurrence and during the continuance of an Event of Default, make, demand and initiate actions to enforce any of the Collateral or rights therein; and (e) file financing statements, continuation statements, and amendments thereto describing the Collateral without the signature of Pledgor. Administrative Agent on behalf of Lenders may take such action with respect to the Collateral as Administrative Agent may reasonably determine to be necessary to protect and preserve its interest in the Collateral. Subject to the rights and remedies of the Senior Secured Parties, Administrative Agent shall also have and may exercise at any time after an Event of Default has occurred and is continuing all rights, remedies, powers, privileges and discretions of each Pledgor with respect to and under the Collateral; provided, however, provided that in no event shall Administrative Agent shall have no the right to exercise make capital calls on Pledgor or any Voting Rights except in accordance with Section 6 hereof. Except as provided hereinother shareholder, all member or partner of the rights, remedies, powers, privileges and discretions included in this Section 8, other than Voting Rights, may be exercised by Administrative Agent whether or not the Obligations are then due and whether or not an Event of Default has occurreda Portfolio Investment Entity. The within designation and grant of power of attorney is coupled with an interest, interest and is irrevocable until this Pledge and Security Agreement is terminated by a written instrument executed by a duly authorized officer of Administrative AgentAgent on behalf of Lenders or until all Obligations have been paid or fulfilled and the obligation of Lenders to make Loans under the Term Loan Agreement has terminated. The power of attorney under this Section 9 shall not be affected by subsequent disability or incapacity of any Pledgor. Neither Administrative Agent and Lenders nor any Lender shall not be liable for any act or omission to act pursuant to this Section 89, except for any act or omission to act which is in actual bad faith or constituting the constitutes gross negligence or willful misconduct. Administrative Agent on behalf of such partyLenders shall execute partial releases of this Agreement under the terms of the Term Loan Agreement.

Actions by Administrative Agent. Each Pledgor hereby designates In case one or more Events of Default have occurred and shall be continuing, and whether or not acceleration of the Obligations shall have occurred, the Administrative AgentAgent shall, or any agent designated by Administrative Agent, as the attorney-in-fact of such Pledgor to: if (a) endorse in favor of Administrative Agent any of so requested by the Collateral; Required Lenders and (b) upon the occurrence Required Lenders have provided to the Administrative Agent such additional indemnities and during assurances against expenses and liabilities as the continuance of an Event of DefaultAdministrative Agent may reasonably request, cause proceed to enforce the transfer provisions of any of the Other Documents authorizing the sale or other disposition of all or any part of the Collateral and exercise all or any such other legal and equitable and other rights or remedies as it may have in respect of such name as Collateral. The Required Lenders may direct the Administrative Agent in writing as to the method and the extent of any such sale or other disposition and exercise of such other rights or remedies as it may have in respect of such Collateral, the Lenders hereby agreeing to indemnify and hold the Administrative Agent, harmless from time all liabilities incurred in respect of all actions taken or omitted in accordance with such directions; provided, however, that the Administrative Agent need not comply with any such direction to time determine; the extent that the Administrative Agent reasonably believes the Administrative Agent's compliance with such direction to be unlawful or commercially unreasonable in any applicable jurisdiction. In any event, the Lenders agree, as among themselves, that the Administrative Agent shall not, without the consent or approval of the Required Lenders and subject to Section 10.14. hereof, (ci) renewmake any sale or disposition of the Collateral, extend (ii) release or roll over any Collateral; and (d) upon subordinate the occurrence and during security interest of the continuance of an Event of Default, make, demand and initiate actions to enforce Lenders in any of the Collateral or rights therein. Administrative Agent may take such action release or discharge any Person which is a party to this Agreement or the Other Documents, (iii) consent or agree to any amendment or waiver of any material provision of this Agreement or the Other Documents, (iv) declare any Default, (v) exercise any right or remedy with respect to the Collateral as Administrative Agent may reasonably determine to be necessary to protect and preserve its interest in the Collateral. Administrative Agent shall also have and may exercise at any time all rights, remedies, powers, privileges and discretions of each Pledgor with respect to and under the Collateral; provided, however, Administrative Agent shall have no right to exercise any Voting Rights except in accordance with Section 6 hereof. Except as provided herein, all acceleration or collection of the rights, remedies, powers, privileges and discretions included in this Section 8, Obligations or (vi) take any other than Voting Rights, may be exercised by Administrative Agent whether action which requires the consent or not approval of the Obligations are then due and whether or not an Event of Default has occurred. The within designation and grant of power of attorney is coupled with an interest, is irrevocable until Lenders under this Agreement is terminated by a written instrument executed by a duly authorized officer of Administrative Agent. The power of attorney shall not be affected by subsequent disability or incapacity of any Pledgor. Administrative Agent and Lenders shall not be liable for any act or omission to act pursuant to this Section 8, except for any act or omission to act which is in actual bad faith or constituting the gross negligence of such partyOther Documents.

Actions by Administrative Agent. Each NMLP, the Holding Company and each General Partner Pledgor hereby designates the Administrative Agent, or any agent designated by Administrative Agent, Agent as the attorney-in-fact of such NMLP, the Holding Company and each General Partner Pledgor to: (a) after the occurrence and during the continuance of an Event of Default, endorse in favor of the Administrative Agent any of the NMLP Collateral, the Holding Company Collateral or the General Partner Pledgor Collateral; (b) upon after the occurrence and during the continuance of an Event of Default, cause the transfer of any of the NMLP Collateral, the Holding Company Collateral or the General Partner Pledgor Collateral in such name as the Administrative Agent may from time to time determine; (c) cause the issuance of certificates for book entry and/or uncertificated securities; (d) renew, extend or roll over any NMLP Collateral, Holding Company Collateral or General Partner Pledgor Collateral; and (de) upon the occurrence and during the continuance of an Event of Default, make, demand and initiate actions to enforce any of the NMLP Collateral, the Holding Company Collateral or the General Partner Pledgor Collateral or rights therein; and (f) take any other action to effectuate the terms and provisions of this Pledge Agreement. The Administrative Agent may take such action with respect to the NMLP Collateral, the Holding Company Collateral and the General Partner Pledgor Collateral as the Administrative Agent may reasonably determine to be necessary to protect and preserve its interest in the NMLP Collateral. Administrative Agent shall also have , the Holding Company Collateral and may exercise at any time all rights, remedies, powers, privileges and discretions of each the General Partner Pledgor with respect to and under the Collateral; provided, however, Administrative Agent shall have no right to exercise any Voting Rights except in accordance with Section 6 hereof. Except as otherwise provided herein, all of the rights, remedies, powers, privileges and discretions included in this Section 8, other than Voting Rights, 9 may be exercised by the Administrative Agent whether or not the NMLP Obligations, the Holding Company Obligations or the General Partner Pledgor Obligations are then due and whether or not an Event of Default has occurred. The within designation and grant of power of attorney is coupled with an interest, is irrevocable until the lien created by this Pledge Agreement is terminated by a written instrument executed by a duly authorized officer of the Administrative Agent. The power of attorney shall not be affected by subsequent disability or incapacity of NMLP, the Holding Company or any General Partner Pledgor. The Administrative Agent and Lenders shall not be liable for any act or omission to act pursuant to this Section 89, except for any act or omission to act which is in actual bad faith or constituting the gross negligence of such partyfaith.

Actions by Administrative Agent. Each Pledgor hereby designates Administrative Agent, or any agent designated by Administrative Agent, as the attorney-in-fact of such Pledgor to: (a) endorse in favor of Administrative Agent any of the Collateral; (b) upon the occurrence and during the continuance of an Event of Default, cause the transfer of any of the Collateral in such name as Administrative Agent may from time to time determine; (c) renew, extend or roll over any Collateral; and (d) upon the occurrence and during the continuance of an Event of Default, make, demand and initiate actions to enforce any of the Collateral or rights therein. Administrative Agent may take such action with respect to the Collateral as Administrative Agent may reasonably determine to be necessary to protect and preserve its interest in the Collateral. The Administrative Agent shall also have be fully justified in failing or refusing to take any action under this Agreement or any other Transaction Document unless it shall first receive such advice or concurrence of the Lenders as it deems appropriate and, if it so requests, it shall first be indemnified to its satisfaction by the Lenders against any and all liability and expense which may exercise at be incurred by it by reason of taking or continuing to take any time all rightssuch action. Without limiting the generality of the foregoing, remedies, powers, privileges and discretions of each Pledgor with respect to and under the Collateral; provided, however, Administrative Agent shall not have no right any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights and powers expressly contemplated hereby or by the other Transaction Documents that the Administrative Agent is required to exercise any Voting Rights except as directed in accordance with Section 6 hereof. Except as provided herein, all writing by the Required Lenders or Supermajority of Lenders (or such other number or percentage of the rightsLenders as shall be expressly provided for herein or in the other Transaction Documents) and shall not, remediesexcept as expressly set forth herein and in the other Transaction Documents, powershave any duty to disclose, privileges and discretions included in this Section 8, other than Voting Rights, may be exercised by Administrative Agent whether or not the Obligations are then due and whether or not an Event of Default has occurred. The within designation and grant of power of attorney is coupled with an interest, is irrevocable until this Agreement is terminated by a written instrument executed by a duly authorized officer of Administrative Agent. The power of attorney shall not be affected by subsequent disability or incapacity of any Pledgor. Administrative Agent and Lenders shall not be liable for the failure to disclose, any act information relating to the Borrower or omission any of its Affiliates that is communicated to act or obtained by the Person serving as the Administrative Agent or any of its Affiliates in any capacity. The Administrative Agent shall in all cases be fully protected in acting, or in refraining from acting, under this Agreement or any other Transaction Document in accordance with a request or consent of the Required Lenders or Supermajority of Lenders (or such other number or percentage of Lenders as shall be specified or as the Administrative Agent shall believe good faith necessary); provided, that, notwithstanding anything to the contrary herein, the Administrative Agent shall not be required to take any action hereunder if the taking of such action, in the reasonable determination of the Administrative Agent, shall be in violation of any Applicable Law or contrary to any provision of this Agreement or shall expose the Administrative Agent to liability hereunder or otherwise. In the event the Administrative Agent requests the consent of a Lender pursuant to this Section 8, except for any act the foregoing provisions and the Administrative Agent does not receive a consent (either positive or omission to act which is in actual bad faith or constituting the gross negligence negative) from such Person within ten 146 Business Days of such partyPerson’s receipt of such request, then such Lender shall be deemed to have declined to consent to the relevant action. The Administrative Agent shall not be responsible for or have any duty to ascertain or inquire into (i) any statement, warranty or representation made in or in connection with this Agreement or any other Transaction Document, (ii) the contents of any certificate, report or other document delivered hereunder or thereunder or in connection herewith or therewith, (iii) the performance or observance of any of the covenants, agreements or other terms or conditions set forth herein or therein or the occurrence of any Unmatured Termination Event or Termination Event, (iv) the value, validity, enforceability, sufficiency, effectiveness or genuineness of this Agreement, any other Transaction Document or any other agreement, instrument or document or (v) the satisfaction of any condition set forth in Article III or elsewhere herein, other than to confirm receipt of items expressly required to be delivered to the Administrative Agent.