Common use of Authority to Administer Collateral Clause in Contracts

Authority to Administer Collateral. The Borrower irrevocably appoints the Administrative Agent its true and lawful attorney, with full power of substitution, in the name of the Borrower or otherwise, for the sole use and benefit of the Secured Parties, but at the Borrower’s expense, to the extent permitted by law to exercise, at any time and from time to time following the occurrence and continuance of an Event of Default, all or any of the following powers with respect to all or any of the Collateral: (a) to demand, xxx for, collect, receive and give acquittance for any and all monies due or to become due upon or by virtue thereof, (b) to settle, compromise, compound, prosecute or defend any action or proceeding with respect thereto, (c) to sell, lease, license or otherwise dispose of the same or the proceeds or avails thereof, as fully and effectually as if the Administrative Agent were the absolute owner thereof, (d) to extend the time of payment of any or all thereof and to make any allowance or other adjustment with reference thereto, provided that, except in the case of Collateral that threatens to decline speedily in value or is of a type customarily sold on a recognized market, the Administrative Agent will give the Borrower prior written notice of the time and place of any public sale thereof or the time after which any private sale or other intended disposition thereof will be made (which the parties agree may be less than ten (10) days prior thereto); provided that, if no notice of such action is required under the UCC, then the Borrower agrees that no such notice shall be required hereunder. Any such notice shall (i) contain the information specified in UCC Section 9-613, (ii) be Authenticated and (iii) be sent to the parties required to be notified pursuant to UCC Section 9-611(c); provided that, if the Administrative Agent fails to comply with this sentence in any respect, its liability for such failure shall be limited to the liability (if any) imposed on it as a matter of law under the UCC.

Authority to Administer Collateral. The Borrower Each Lien Grantor irrevocably appoints the Administrative Agent its true and lawful attorney, with full power of substitution, in the name of the Borrower such Lien Grantor, any Secured Party or otherwise, for the sole use and benefit of the Secured Parties, but at the Borrower’s expense, to the extent permitted by law to exercise, at any time and from time to time following the occurrence and continuance of while an Event of DefaultDefault shall have occurred and be continuing, all or any of the following powers with respect to all or any of the such Lien Grantor’s Collateral: (a) to demand, xxx for, collect, receive and give acquittance for any and all monies due or to become due upon or by virtue thereof, (b) to settle, compromise, compound, prosecute or defend any action or proceeding with respect thereto, (c) to sell, lease, license or otherwise dispose of the same or the proceeds or avails thereof, as fully and effectually as if the Administrative Agent were the absolute owner thereof,, and (d) to extend the time of payment of any or all thereof and to make any allowance or other adjustment with reference thereto, ; provided that, except in the case of Personal Property Collateral that is perishable or threatens to decline speedily in value or is of a type customarily sold on a recognized market, the Administrative Agent will give the Borrower relevant Lien Grantor at least ten days’ prior written notice of the time and place of any public sale thereof or the time after which any private sale or other intended disposition thereof will be made (which the parties agree may be less than ten (10) days prior thereto); provided that, if no notice of such action is required under the UCC, then the Borrower agrees that no such notice shall be required hereundermade. Any such notice shall (i) contain the information specified in UCC Section 9-613, (ii) be Authenticated and (iii) be sent to the parties required to be notified pursuant to UCC Section 9-611(c); provided that, if the Administrative Agent fails to comply with this sentence in any respect, its liability for such failure shall be limited to the liability (if any) imposed on it as a matter of law under the UCC.

Authority to Administer Collateral. The Borrower Lien Grantor irrevocably appoints the Administrative Collateral Agent its true and lawful attorney, with full power of substitution, in the name of the Borrower Lien Grantor, any Secured Party or otherwise, for the sole use and benefit of the Secured Parties, but at the BorrowerLien Grantor’s expense, to the extent permitted by law to exercise, at any time and from time to time following the occurrence and continuance of while an Event of DefaultDefault shall have occurred and be continuing, all or any of the following powers with respect to all or any of the Collateral:Collateral (to the extent necessary to pay the Secured Obligations in full): (a) to demand, xxx for, collect, receive and give acquittance for any and all monies due or to become due upon or by virtue thereof, (b) to settle, compromise, compound, prosecute or defend any action or proceeding with respect thereto, (c) to sell, lease, license or otherwise dispose of the same or the proceeds or avails thereof, as fully and effectually as if the Administrative Collateral Agent were the absolute owner thereof,, and (d) to extend the time of payment of any or all thereof and to make any allowance or other adjustment with reference thereto, ; provided that, except in the case of Collateral that is perishable or threatens to decline speedily in value or is of a type customarily sold on a recognized market, the Administrative Collateral Agent will give the Borrower Lien Grantor at least ten days’ prior written notice of the time and place of any public sale thereof or the time after which any private sale or other intended disposition thereof will be made (which the parties agree may be less than ten (10) days prior thereto); provided that, if no notice of such action is required under the UCC, then the Borrower agrees that no such notice shall be required hereundermade. Any such notice shall (i) contain the information specified in UCC Section 9-613, (ii) be Authenticated and (iii) be sent to the parties required to be notified pursuant to UCC Section 9-611(c); provided that, if the Administrative Collateral Agent fails to comply with this sentence in any respect, its liability for such failure shall be limited to the liability (if any) imposed on it as a matter of law under the UCC.

Authority to Administer Collateral. The Borrower Each Pledgor irrevocably appoints the Administrative Agent Collateral Custodian its true and lawful attorney, with full power of substitution, in the name of the Borrower such Pledgor or otherwise, for the sole use and benefit of the Secured Parties, but at the Borrower’s expense, to the extent permitted by law to exercise, at any time and from time to time following the occurrence and continuance of while an Event of DefaultDefault shall have occurred and be continuing, all or any of the following powers (subject to any limitation on the powers of the Secured Parties set forth elsewhere in this Agreement) with respect to all or any of the such Pledgor’s Collateral: (a) to demand, xxx for, collect, receive and give acquittance for any and all monies due or to become due upon or by virtue thereof, (b) to settle, compromise, compound, prosecute or defend any action or proceeding with respect thereto, (c) to sell, lease, license or otherwise dispose of the same or the proceeds or avails thereof, as fully and effectually as if the Administrative Agent Secured Parties were the absolute owner thereof,, and (d) to extend the time of payment of any or all thereof and to make any allowance or other adjustment with reference thereto, ; provided that, except in the case of Collateral that threatens to decline speedily in value or is of a type customarily sold on a recognized market, the Administrative Agent Collateral Custodian will give the Borrower relevant Pledgor at least ten days’ prior written notice of the time and place of any public sale thereof or the time after which any private sale or other intended disposition thereof will be made (which the parties agree may be less than ten (10) days prior thereto); provided that, if no notice of such action is required under the UCC, then the Borrower agrees that no such notice shall be required hereundermade. Any such notice shall (i) contain the information specified in UCC Section 9-613, (ii) be Authenticated and (iii) be sent to the parties required to be notified pursuant to UCC Section 9-611(c); provided that, if the Administrative Agent fails Secured Parties fail to comply with this sentence in any respect, its liability for such failure shall be limited to the liability (if any) imposed on it as a matter of law under the UCC.

Authority to Administer Collateral. The Borrower Each Lien Grantor irrevocably appoints the Administrative Agent its true and lawful attorney, with full power of substitution, in the name of the Borrower such Lien Grantor, any Secured Party or otherwise, for the sole use and benefit of the Secured Parties, but at the Borrower’s expense, to the extent permitted by law to exercise, at any time and from time to time following the occurrence and continuance of while an Event of DefaultDefault shall have occurred and be continuing, all or any of the following powers with respect to all or any of the such Lien Grantor’s Collateral: (a) to demand, xxx sxx for, collect, receive and give acquittance for any and all monies due or to become due upon or by virtue thereof, (b) to settle, compromise, compound, prosecute or defend any action or proceeding with respect thereto, (c) to sell, lease, license or otherwise dispose of the same or the proceeds or avails thereof, as fully and effectually as if the Administrative Agent were the absolute owner thereof,, and (d) to extend the time of payment of any or all thereof and to make any allowance or other adjustment with reference thereto, ; provided that, except in the case of Personal Property Collateral that is perishable or threatens to decline speedily in value or is of a type customarily sold on a recognized market, the Administrative Agent will give the Borrower relevant Lien Grantor at least ten days’ prior written notice of the time and place of any public sale thereof or the time after which any private sale or other intended disposition thereof will be made (which the parties agree may be less than ten (10) days prior thereto); provided that, if no notice of such action is required under the UCC, then the Borrower agrees that no such notice shall be required hereundermade. Any such notice shall (i) contain the information specified in UCC Section 9-613, (ii) be Authenticated and (iii) be sent to the parties required to be notified pursuant to UCC Section 9-611(c); provided that, if the Administrative Agent fails to comply with this sentence in any respect, its liability for such failure shall be limited to the liability (if any) imposed on it as a matter of law under the UCC.

Authority to Administer Collateral. The Borrower Each Pledgor irrevocably appoints the Administrative Agent Secured Party its true and lawful attorney, with full power of substitution, in the name of the Borrower such Pledgor or otherwise, for the sole use and benefit of the Secured Parties, but at the Borrower’s Borrower s expense, to the extent permitted by law to exercise, at any time and from time to time following the occurrence and continuance of while an Event of DefaultDefault shall have occurred and be continuing, all or any of the following powers with respect to all or any of the such Pledgor s Collateral: (a) to demand, xxx sue for, collect, receive and give acquittance for any and all monies due or to become due upon or by virtue thereof, (b) to settle, compromise, compound, prosecute or defend any action or proceeding with respect thereto, (c) to sell, lease, license or otherwise dispose of the same or the proceeds or avails thereof, as fully and effectually as if the Administrative Agent Secured Party were the absolute owner thereof,, and (d) to extend the time of payment of any or all thereof and to make any allowance or other adjustment with reference thereto, ; provided that, except in the case of Collateral that is perishable or threatens to decline speedily in value or is of a type customarily sold on a recognized market, the Administrative Agent Secured Party will give the Borrower relevant Pledgor at least ten days prior written notice of the time and place of any public sale thereof or the time after which any private sale or other intended disposition thereof will be made (which the parties agree may be less than ten (10) days prior thereto); provided that, if no notice of such action is required under the UCC, then the Borrower agrees that no such notice shall be required hereundermade. Any such notice shall (i) contain the information specified in UCC Section 9-613, (ii) be Authenticated and (iii) be sent to the parties required to be notified pursuant to UCC Section 9-611(c); provided that, if the Administrative Agent Secured Party fails to comply with this sentence in any respect, its liability for such failure shall be limited to the liability (if any) imposed on it as a matter of law under the UCC.

Authority to Administer Collateral. The Borrower Each Grantor irrevocably appoints the Administrative Collateral Agent its true and lawful attorney, with full power of substitution, in the name of the Borrower such Grantor, any Secured Party or otherwise, for the sole use and benefit of the Collateral Agent for the benefit of the Secured Parties, but at the BorrowerCompany’s expense, to the extent permitted by law to exercise, at any time and from time to time following the occurrence while an Actionable Default shall have occurred and continuance of an Event of Defaultbe continuing, all or any of the following powers with respect to all or any of such Grantor’s Collateral, subject to the CollateralCollateral Trust Agreement: (a) to demand, xxx for, collect, receive and give acquittance for any and all monies due or to become due upon or by virtue thereof, (b) to obtain and adjust insurance required to be maintained by such Grantor pursuant to the Senior Secured Note Indenture (or any other Secured Debt Agreement), (c) to settle, compromise, compound, prosecute or defend any action or proceeding with respect thereto, (cd) to sell, lease, license or otherwise dispose of the same or the proceeds or avails thereof, as fully and effectually as if the Administrative Collateral Agent were the absolute owner thereof,, and (de) to extend the time of payment of any or all thereof and to make any allowance or other adjustment with reference thereto, ; provided that, except in the case of Personal Property Collateral that is perishable or threatens to decline speedily in value or is of a type customarily sold on a recognized market, the Administrative Collateral Agent or its designee will give the Borrower relevant Grantor at least ten days’ prior written notice of the time and place of any public sale thereof or the time after which any private sale or other intended disposition thereof will be made (which the parties agree may be less than ten (10) days prior thereto); provided that, if no notice of such action is required under the UCC, then the Borrower agrees that no such notice shall be required hereundermade. Any such notice shall (i) contain the information specified in UCC Section 9-613, (ii) be Authenticated and (iii) be sent to the parties required to be notified pursuant to UCC Section 9-611(c); provided that, if the Administrative Collateral Agent fails to comply with this sentence in any respect, its liability for such failure shall be limited to the liability (if any) imposed on it as a matter of law under the UCC.

Authority to Administer Collateral. The Borrower Each Lien Grantor irrevocably appoints the Administrative Agent its true and lawful attorney, with full power of substitution, in the name of the Borrower such Lien Grantor, any Secured Party or otherwise, for the sole use and benefit of the Secured Parties, but at the Borrower’s expense, to the extent permitted by law to exercise, at any time and from time to time following the occurrence and continuance of while an Event of DefaultDefault shall have occurred and be continuing, all or any of the following powers with respect to all or any of the such Lien Grantor’s Collateral: (a) to demand, xxx for, collect, receive and give acquittance for any and all monies due or to become due upon or by virtue thereof, (b) to settle, compromise, compound, prosecute or defend any action or proceeding with respect thereto, (c) to sell, lease, license or otherwise dispose of the same or the proceeds or avails thereof, as fully and effectually as if the Administrative Agent were the absolute owner thereof,, and (d) to extend the time of payment of any or all thereof and to make any allowance or other adjustment with reference thereto, ; provided that, except in the case of Collateral that threatens to decline speedily in value or is of a type customarily sold on a recognized market, the Administrative Agent will give the Borrower relevant Lien Grantor at least ten days’ prior written notice of the time and place of any public sale thereof or the time after which any private sale or other intended disposition thereof will be made (which the parties agree may be less than ten (10) days prior thereto); provided that, if no notice of such action is required under the UCC, then the Borrower agrees that no such notice shall be required hereundermade. Any such notice shall (i) contain the information specified in UCC Section 9-613, (ii) be Authenticated and (iii) be sent to the parties required to be notified pursuant to UCC Section 9-611(c); provided that, if the Administrative Agent fails to comply with this sentence in any respect, its liability for such failure shall be limited to the liability (if any) imposed on it as a matter of law under the UCC.

Authority to Administer Collateral. The Borrower Each Pledgor irrevocably appoints the Administrative Agent Secured Party its true and lawful attorney, with full power of substitution, in the name of the Borrower such Pledgor or otherwise, for the sole use and benefit of the Secured Parties, but at the Borrower’s expense, to the extent permitted by law to exercise, at any time and from time to time following the occurrence and continuance of while an Event of DefaultDefault shall have occurred and be continuing, all or any of the following powers with respect to all or any of the such Pledgor’s Collateral: (a) to demand, xxx for, collect, receive and give acquittance for any and all monies due or to become due upon or by virtue thereof, (b) to settle, compromise, compound, prosecute or defend any action or proceeding with respect thereto, (c) to sell, lease, license or otherwise dispose of the same or the proceeds or avails thereof, as fully and effectually as if the Administrative Agent Secured Party were the absolute owner thereof,, and (d) to extend the time of payment of any or all thereof and to make any allowance or other adjustment with reference thereto, ; provided that, except in the case of Collateral that is perishable or threatens to decline speedily in value or is of a type customarily sold on a recognized market, the Administrative Agent Secured Party will give the Borrower relevant Pledgor at least ten days’ prior written notice of the time and place of any public sale thereof or the time after which any private sale or other intended disposition thereof will be made (which the parties agree may be less than ten (10) days prior thereto); provided that, if no notice of such action is required under the UCC, then the Borrower agrees that no such notice shall be required hereundermade. Any such notice shall (i) contain the information specified in UCC Section 9-613, (ii) be Authenticated and (iii) be sent to the parties required to be notified pursuant to UCC Section 9-611(c); provided that, if the Administrative Agent Secured Party fails to comply with this sentence in any respect, its liability for such failure shall be limited to the liability (if any) imposed on it as a matter of law under the UCC.

Authority to Administer Collateral. The Borrower Each Grantor irrevocably appoints the Administrative Collateral Agent its true and lawful attorney, with full power of substitution, in the name of the Borrower such Grantor, any Secured Party or otherwise, for the sole use and benefit of the Secured Parties, but at the BorrowerCompany’s expense, to the extent permitted by law to exercise, at any time and from time to time following the occurrence time, in each case, while an Actionable Default shall have occurred and continuance of an Event of Defaultbe continuing, all or any of the following powers with respect to all or any of such Grantor’s Collateral, subject to the CollateralIntercreditor Agreement: (a) to demand, xxx for, collect, receive and give acquittance for any and all monies due or to become due upon or by virtue thereof, (b) to settle, compromise, compound, prosecute or defend any action or proceeding with respect thereto, (c) to sell, lease, license or otherwise dispose of the same or the proceeds or avails thereof, as fully and effectually as if the Administrative Collateral Agent were the absolute owner thereof,, and (d) to extend the time of payment of any or all thereof and to make any allowance or other adjustment with reference thereto, ; provided that, except in the case of Collateral that threatens to decline speedily in value Agent or is of a type customarily sold on a recognized market, the Administrative Agent its designee will give the Borrower relevant Grantor at least ten days’ prior written notice of the time and place of any public sale thereof or the time after which any private sale or other intended disposition thereof will be made (which the parties agree may be less than ten (10) days prior thereto); provided that, if no notice of such action is required under the UCC, then the Borrower agrees that no such notice shall be required hereundermade. Any such notice shall (i) contain the information specified in UCC Section 9-613, (ii) be Authenticated authenticated and (iii) be sent to the parties required to be notified pursuant to UCC Section 9-611(c); provided that, if the Administrative Collateral Agent fails to comply with this sentence in any respect, its liability for such failure shall be limited to the liability (if any) imposed on it as a matter of law under the UCC.

Authority to Administer Collateral. The Borrower Each Grantor irrevocably appoints the Administrative Collateral Agent its true and lawful attorney, with full power of substitution, in the name of the Borrower such Grantor, any Secured Party or otherwise, for the sole use and benefit of the Secured Parties, but at the Borrower’s expense, to the extent permitted by law to exercise, at any time and from time to time following the occurrence while an Actionable Default shall have occurred and continuance of an Event of Defaultbe continuing, all or any of the following powers with respect to all or any of the such Grantor’s Collateral: (a) to demand, xxx for, collect, receive and give acquittance for any and all monies due or to become due upon or by virtue thereof, (b) to settle, compromise, compound, prosecute or defend any action or proceeding with respect thereto, (c) to sell, lease, license or otherwise dispose of the same or the proceeds or avails thereof, as fully and effectually as if the Administrative Collateral Agent were the absolute owner thereof,, and (d) to extend the time of payment of any or all thereof and to make any allowance or other adjustment with reference thereto, ; provided that, except in the case of Personal Property Collateral that is perishable or threatens to decline speedily in value or is of a type customarily sold on a recognized market, the Administrative Collateral Agent will give the Borrower relevant Grantor at least ten days’ prior written notice of the time and place of any public sale thereof or the time after which any private sale or other intended disposition thereof will be made (which the parties agree may be less than ten (10) days prior thereto); provided that, if no notice of such action is required under the UCC, then the Borrower agrees that no such notice shall be required hereundermade. Any such notice shall (i) contain the information specified in UCC Section 9-613, (ii) be Authenticated and (iii) be sent to the parties required to be notified pursuant to UCC Section 9-611(c); provided that, if the Administrative Collateral Agent fails to comply with this sentence in any respect, its liability for such failure shall be limited to the liability (if any) imposed on it as a matter of law under the UCC.

Authority to Administer Collateral. The Borrower HOKU irrevocably appoints the Administrative Agent TIANWEI its true and lawful attorney, with full power of substitution, in the name of the Borrower HOKU or otherwise, for the sole use and benefit of the Secured PartiesTIANWEI, but at the BorrowerHOKU’s expense, to the extent permitted by law to exercise, at any time and from time to time following after TIANWEI terminates the occurrence and continuance of an Event of DefaultSupply Agreement pursuant to Sections 9.2.1, 9.2.2, 9.2.3, 9.2.4, 9.2.5 or 12 thereof, all or any of the following powers with respect to all or any of the HOKU’s Collateral: (a) to demand, xxx for, collect, receive and give acquittance for any and all monies due or to become due upon or by virtue thereof,; (b) to settle, compromise, compound, prosecute or defend any action or proceeding with respect thereto,; (c) to sell, lease, license or otherwise dispose of the same or the proceeds or avails thereof, as fully and effectually as if the Administrative Agent were TIANWEI was the absolute owner thereof,; and (d) to extend the time of payment of any or all thereof and to make any allowance or other adjustment with reference thereto, ; provided that, except in the case of Collateral that is perishable or threatens to decline speedily in value or is of a type customarily sold on a recognized market, the Administrative Agent TIANWEI will give the Borrower HOKU at least ten days’ prior written notice of the time and place of any public sale thereof or the time after which any private sale or other intended disposition thereof will be made (which the parties agree may be less than ten (10) days prior thereto); provided that, if no notice of such action is required under the UCC, then the Borrower agrees that no such notice shall be required hereundermade. Any such notice shall (i) contain the information specified in UCC Section 9-613, (ii) be Authenticated and (iii) be sent to the parties required to be notified pursuant to UCC Section 9-611(c); provided that, further that if the Administrative Agent TIANWEI fails to comply with this sentence in any respect, its liability for such failure shall be limited to the liability (if any) imposed on it as a matter of law under the UCC.

Authority to Administer Collateral. The Borrower Each Lien Grantor irrevocably appoints the Administrative Agent its true and lawful attorney, with full power of substitution, in the name of the Borrower such Lien Grantor, any Secured Party or otherwise, for the sole use and benefit of the Secured Parties, but at the US Borrower’s expense, to the extent permitted by law to exercise, at any time and from time to time following the occurrence and continuance of while an Event of DefaultDefault shall have occurred and be continuing, all or any of the following powers with respect to all or any of the such Lien Grantor’s Collateral: (a) to demand, xxx for, collect, receive and give acquittance for any and all monies due or to become due upon or by virtue thereof, (b) to settle, compromise, compound, prosecute or defend any action or proceeding with respect thereto, (c) to sell, lease, license or otherwise dispose of the same or the proceeds or avails thereof, as fully and effectually as if the Administrative Agent were the absolute owner thereof,, and (d) to extend the time of payment of any or all thereof and to make any allowance or other adjustment with reference thereto, ; provided that, except in the case of Personal Property Collateral that is perishable or threatens to decline speedily in value or is of a type customarily sold on a recognized market, the Administrative Agent will give the Borrower relevant Lien Grantor at least ten days’ prior written notice of the time and place of any public sale thereof or the time after which any private sale or other intended disposition thereof will be made (which the parties agree may be less than ten (10) days prior thereto); provided that, if no notice of such action is required under the UCC, then the Borrower agrees that no such notice shall be required hereundermade. Any such notice shall (i) contain the information specified in UCC Section 9-613, (ii) be Authenticated and (iii) be sent to the parties required to be notified pursuant to UCC Section 9-611(c); provided that, if the Administrative Agent fails to comply with this sentence in any respect, its liability for such failure shall be limited to the liability (if any) imposed on it as a matter of law under the UCC.

Authority to Administer Collateral. The Borrower Each Grantor irrevocably appoints the Administrative Agent its true and lawful attorney, with full power of substitution, in the name of the Borrower such Grantor, any Secured Party or otherwise, for the sole use and benefit of the Secured Parties, but at the BorrowerGrantor’s expense, as reasonably requested by the Administrative Agent, to the extent permitted by law to exercise, at any time and from time to time following the occurrence and continuance of while an Event of DefaultDefault shall have occurred and be continuing, all or any of the following powers with respect to all or any of the such Grantor’s Collateral: (a) to demand, xxx for, collect, receive and give acquittance for any and all monies due or to become due upon or by virtue thereof, (b) to settle, compromise, compound, prosecute or defend any action or proceeding with respect thereto, (c) to sell, lease, license or otherwise dispose of the same or the proceeds or avails thereof, as fully and effectually as if the Administrative Agent were the absolute owner thereof,, and (d) to extend the time of payment of any or all thereof and to make any allowance or other adjustment with reference thereto, ; provided that, except in the case of Personal Property Collateral that is perishable or threatens to decline speedily in value or is of a type customarily sold on a recognized market, the Administrative Agent will give the Borrower relevant Grantor at least ten days’ prior written notice of the time and place of any public sale thereof or the time after which any private sale or other intended disposition thereof will be made (which the parties agree may be less than ten (10) days prior thereto); provided that, if no notice of such action is required under the UCC, then the Borrower agrees that no such notice shall be required hereundermade. Any such notice shall (i) contain the information specified in UCC Section 9-613, (ii) be Authenticated and Authenticated, (iii) be sent to the parties required to be notified pursuant to UCC Section 9-611(c)) and (iv) in the case of a public sale, shall state the time and place for such sale and, in the case of a sale at a broker’s board or on a securities exchange, shall state the board or exchange at which such sale is to be made and the day on which the Collateral, or portion thereof, will first be offered for sale at such board or exchange; provided that, if the Administrative Agent fails to comply with this sentence in any respect, its liability for such failure shall be limited to the liability (if any) imposed on it as a matter of law under the UCC.

Authority to Administer Collateral. The Borrower Each Lien Grantor irrevocably appoints the Administrative Agent its true and lawful attorney, with full power of substitution, in the name of the Borrower such Lien Grantor, any Secured Party or otherwise, for the sole use and benefit of the Secured Parties, but at the BorrowerCompany’s expense, to the extent permitted by law to exercise, at any time and from time to time following the occurrence and continuance of while an Event of DefaultDefault shall have occurred and be continuing, all or any of the following powers with respect to all or any of the such Lien Grantor’s Collateral: (a) to demand, xxx for, collect, receive and give acquittance for any and all monies due or to become due upon or by virtue thereof, (b) to settle, compromise, compound, prosecute or defend any action or proceeding with respect thereto, (c) to sell, lease, license or otherwise dispose of the same or the proceeds or avails thereof, as fully and effectually as if the Administrative Agent were the absolute owner thereof,, and (d) to extend the time of payment of any or all thereof and to make any allowance or other adjustment with reference thereto, ; provided that, except in the case of Collateral that is perishable or threatens to decline speedily in value or is of a type customarily sold on a recognized market, the Administrative Agent will give the Borrower relevant Lien Grantor at least ten days’ prior written notice of the time and place of any public sale thereof or the time after which any private sale or other intended disposition thereof will be made (which the parties agree may be less than ten (10) days prior thereto); provided that, if no notice of such action is required under the UCC, then the Borrower agrees that no such notice shall be required hereundermade. Any such notice shall (i) contain the information specified in UCC Section 9-613, (ii) be Authenticated and (iii) be sent to the parties required to be notified pursuant to UCC Section 9-611(c); provided that, if the Administrative Agent fails to comply with this sentence in any respect, its liability for such failure shall be limited to the liability (if any) imposed on it as a matter of law under the UCC.

Authority to Administer Collateral. The Borrower (a) Each Grantor irrevocably appoints the Administrative Agent its true and lawful attorney, with full power of substitution, in the name of the Borrower such Grantor, any Secured Party or otherwise, for the sole use and benefit of the Secured Parties, but at the Borrower’s expense, to the extent permitted by law to exercise, at any time and from time to time following the occurrence while a Default shall have occurred and continuance of an Event of Defaultbe continuing, all or any of the following powers with respect to all or any of the such Grantor’s Collateral: (ai) to demand, xxx for, collect, receive and give acquittance for any and all monies due or to become due upon or by virtue thereof, (bii) to settle, compromise, compound, prosecute or defend any action or proceeding with respect thereto, (ciii) to sell, lease, license or otherwise dispose of the same or the proceeds or avails thereof, as fully and effectually as if the Administrative Agent were the absolute owner thereof,, and (div) to extend the time of payment of any or all thereof and to make any allowance or other adjustment with reference thereto, ; provided that, except in the case of Personal Property Collateral that is perishable or threatens to decline speedily in value or is of a type customarily sold on a recognized market, the Administrative Agent will give the Borrower relevant Grantor at least 15 days’ prior written notice of the time and place of any public sale thereof or the time after which any private sale or other intended disposition thereof will be made (which the parties agree may be less than ten (10) days prior thereto); provided that, if no notice of such action is required under the UCC, then the Borrower agrees that no such notice shall be required hereundermade. Any such notice shall (iv) contain the information specified in UCC Section 9-613, (iivi) be Authenticated and (iiivii) be sent to the parties required to be notified pursuant to UCC Section 9-611(c); provided that, if the Administrative Agent fails to comply with this sentence in any respect, its liability for such failure shall be limited to the liability (if any) imposed on it as a matter of law under the UCC. (b) The foregoing provisions of this Section shall not apply to Real Property Collateral other than Fixtures as to which such provisions shall apply to the extent such Fixtures are governed by Article 9 of the UCC.

Authority to Administer Collateral. The Borrower Each Lien Grantor irrevocably appoints the Administrative Collateral Agent its true and lawful attorney, with full power of substitution, in the name of the Borrower such Lien Grantor, any Secured Party or otherwise, for the sole use and benefit of the Secured Parties, but at the Borrower’s Company's expense, to the extent permitted by law to exercise, at any time and from time to time following the occurrence and continuance of while an Event of DefaultDefault shall have occurred and be continuing, all or any of the following powers with respect to all or any of the such Lien Grantor's Collateral: (a) to demand, xxx for, collect, receive and give acquittance for any and all monies due or to become due upon or by virtue thereof, (b) to settle, compromise, compound, prosecute or defend any action or proceeding with respect thereto, (c) to sell, lease, license or otherwise dispose of the same or the proceeds or avails thereof, as fully and effectually as if the Administrative Collateral Agent were the absolute owner thereof,, and (d) to extend the time of payment of any or all thereof and to make any allowance or other adjustment with reference thereto, ; provided that, except in the case of Personal Property Collateral that is perishable or threatens to decline speedily in value or is of a type customarily sold on a recognized market, the Administrative Collateral Agent will give the Borrower relevant Lien Grantor at least ten days' prior written notice of the time and place of any public sale thereof or the time after which any private sale or other intended disposition thereof will be made (which the parties agree may be less than ten (10) days prior thereto); provided that, if no notice of such action is required under the UCC, then the Borrower agrees that no such notice shall be required hereundermade. Any such notice shall (i) contain the information specified in UCC Section 9-613, (ii) be Authenticated and (iii) be sent to the parties required to be notified pursuant to UCC Section 9-611(c61l(c); provided further, that, if the Administrative Collateral Agent fails to comply with this sentence in any respect, its liability for such failure shall be limited to the liability (if any) imposed on it as a matter of law under the UCC.

Authority to Administer Collateral. The Borrower (a) Each Grantor irrevocably appoints the Administrative Collateral Agent its true and lawful attorney, with full power of substitution, in the name of the Borrower such Grantor, any Secured Party or otherwise, for the sole use and benefit of the Secured Parties, but at the BorrowerIssuer’s expense, to the extent permitted by law to exercise, at any time and from time to time following the occurrence and continuance of while an Event of DefaultDefault shall have occurred and be continuing, all or any of the following powers with respect to all or any of the such Grantor’s Collateral: (ai) to demand, xxx for, collect, receive and give acquittance for any and all monies due or to become due upon or by virtue thereof, (bii) to settle, compromise, compound, prosecute or defend any action or proceeding with respect thereto, (ciii) to sell, lease, license or otherwise dispose of the same or the proceeds or avails thereof, as fully and effectually as if the Administrative Collateral Agent were the absolute owner thereof,, and (div) to extend the time of payment of any or all thereof and to make any allowance or other adjustment with reference thereto, ; provided that, except in the case of Personal Property Collateral that is perishable or threatens to decline speedily in value or is of a type customarily sold on a recognized market, the Administrative Collateral Agent will give the Borrower relevant Grantor at least ten days’ prior written notice of the time and place of any public sale thereof or the time after which any private sale or other intended disposition thereof will be made (which the parties agree may be less than ten (10) days prior thereto); provided that, if no notice of such action is required under the UCC, then the Borrower agrees that no such notice shall be required hereundermade. Any such notice shall (i) contain the information specified in UCC Section 9-613, (ii) be Authenticated and (iii) be sent to the parties required to be notified pursuant to UCC Section 9-611(c); provided that, if the Administrative Collateral Agent fails to comply with this sentence in any respect, its liability for such failure shall be limited to the liability (if any) imposed on it as a matter of law under the UCC. (b) The foregoing provisions of this Section shall not apply to Real Property Collateral other than Fixtures as to which such provisions shall apply to the extent such Fixtures are governed by Article 9 of the UCC.

Authority to Administer Collateral. The Borrower QSC irrevocably appoints the Administrative Collateral Agent its true and lawful attorney, with full power of substitution, in the name of the Borrower QSC, any Secured Parties or otherwise, for the sole use and benefit of the Secured Parties, but at the Borrower’s QSC's expense, to the extent permitted by law (and subject to the limitations set forth in Section 10) to exercise, at any time and from time to time following the occurrence and continuance of while an Event of DefaultDefault shall have occurred and be continuing, all or any of the following powers with respect to all or any of the Collateral: (a) to demand, xxx for, collect, receive and give acquittance for any and all monies due or to become due upon or by virtue thereof, (b) to settle, compromise, compound, prosecute or defend any action or proceeding with respect thereto, (c) to sell, lease, license or otherwise dispose of the same or the proceeds or avails thereof, as fully and effectually as if the Administrative Collateral Agent were the absolute owner thereof,, and (d) to extend the time of payment of any or all thereof and to make any allowance or other adjustment with reference thereto, ; provided that, except in the case of Collateral that is perishable or threatens to decline speedily in value or is of a type customarily sold on a recognized market, the Administrative Collateral Agent will give the Borrower QSC at least ten days' prior written notice of the time and place of any public sale thereof or the time after which any private sale or other intended disposition thereof will be made (which the parties agree may be less than ten (10) days prior thereto); provided that, if no notice of such action is required under the UCC, then the Borrower agrees that no such notice shall be required hereundermade. Any such notice shall (i) contain the information specified in UCC Section 9-613, (ii) be Authenticated and (iii) be sent to the parties required to be notified pursuant to UCC Section 9-611(c); provided further that, if the Administrative Collateral Agent fails to comply with this sentence in any respect, its liability for such failure shall be limited to the liability (if any) imposed on it as a matter of law under the UCC.

Authority to Administer Collateral. The Borrower Each Grantor irrevocably appoints the Administrative Agent its true and lawful attorney, with full power of substitution, in the name of the Borrower such Grantor, any Secured Party or otherwise, for the sole use and benefit of the Secured Parties, but at the BorrowerCompany’s expense, to the extent permitted by law to exercise, at any time and from time to time following the occurrence and continuance of while an Event of DefaultDefault shall have occurred and be continuing, all or any of the following powers with respect to all or any of the such Grantor’s Collateral: (ai) to demand, xxx for, collect, receive and give acquittance for any and all monies due or to become due upon or by virtue thereof, (bii) to settle, compromise, compound, prosecute or defend any action or proceeding with respect thereto, (ciii) to sell, lease, license or otherwise dispose of the same or the proceeds or avails thereof, as fully and effectually as if the Administrative Agent were the absolute owner thereof,, and (div) to extend the time of payment of any or all thereof and to make any allowance or other adjustment with reference thereto, ; provided that, except in the case of Collateral that is perishable or threatens to decline speedily in value or is of a type customarily sold on a recognized market, the Administrative Agent will give the Borrower relevant Grantor at least ten days’ prior written notice of the time and place of any public sale thereof or the time after which any private sale or other intended disposition thereof will be made (which the parties agree may be less than ten (10) days prior thereto); provided that, if no notice of such action is required under the UCC, then the Borrower agrees that no such notice shall be required hereundermade. Any such notice shall (i) contain b)contain the information specified in UCC Section 9-6139‑613, (ii) be c)be Authenticated and (iiid) be sent to the parties required to be notified pursuant to UCC Section 9-611(c9‑611(c); provided that, if the Administrative Agent fails to comply with this sentence in any respect, its liability for such failure shall be limited to the liability (if any) imposed on it as a matter of law under the UCC.

Authority to Administer Collateral. The Borrower Each Lien Grantor irrevocably appoints the Administrative Collateral Agent its true and lawful attorney, with full power of substitution, in the name of the Borrower such Lien Grantor, any Secured Party or otherwise, for the sole use and benefit of the Secured Parties, but at the BorrowerCompany’s expense, to the extent permitted by law to exercise, at any time and from time to time following the occurrence and continuance of while an Event of DefaultDefault shall have occurred and be continuing, all or any of the following powers with respect to all or any of the such Lien Grantor’s Collateral: (a) to demand, xxx for, collect, receive and give acquittance for any and all monies due or to become due upon or by virtue thereof, (b) to settle, compromise, compound, prosecute or defend any action or proceeding with respect thereto, (c) to sell, lease, license or otherwise dispose of the same or the proceeds or avails thereof, as fully and effectually as if the Administrative Collateral Agent were the absolute owner thereof,, and (d) to extend the time of payment of any or all thereof and to make any allowance or other adjustment with reference thereto, ; provided that, except in the case of Collateral that is perishable or threatens to decline speedily in value or is of a type customarily sold on a recognized market, the Administrative Collateral Agent will give the Borrower relevant Lien Grantor at least ten days’ prior written notice of the time and place of any public sale thereof or the time after which any private sale or other intended disposition thereof will be made (which the parties agree may be less than ten (10) days prior thereto); provided that, if no notice of such action is required under the UCC, then the Borrower agrees that no such notice shall be required hereundermade. Any such notice shall (i) contain the information specified in UCC Section 9-613, (ii) be Authenticated and (iii) be sent to the parties required to be notified pursuant to UCC Section 9-611(c); provided that, if the Administrative Collateral Agent fails to comply with this sentence in any respect, its liability for such failure shall be limited to the liability (if any) imposed on it as a matter of law under the UCC.

Authority to Administer Collateral. The Borrower Each Pledgor irrevocably appoints the Administrative Collateral Agent its true and lawful attorney, with full power of substitution, in the name of the Borrower such Pledgor, any Secured Party or otherwise, for the sole use and benefit of the Secured Parties, but at the Borrower’s Company's expense, to the extent permitted by applicable law to exercise, at any time and from time to time following the occurrence and continuance of while an Event of DefaultDefault shall have occurred and be continuing, all or any of the following powers with respect to all or any of the such Pledgor's Collateral: (a) to demand, xxx for, collect, receive and give acquittance for any and all monies due or to become due upon or by virtue thereof, (b) to settle, compromise, compound, prosecute or defend any action or proceeding with respect thereto,, and (c) to sell, lease, license sell or otherwise dispose of the same or the proceeds or avails thereof, as fully and effectually as if the Administrative Collateral Agent were the absolute owner thereof, (d) to extend the time of payment of any or all thereof and to make any allowance or other adjustment with reference thereto, ; provided that, except in the case of Collateral that threatens to decline speedily in value or is of a type customarily sold on a recognized market, the Administrative Collateral Agent will give the Borrower relevant Pledgor at least ten days' prior written notice of the time and place of any public sale thereof or the time after which any private sale or other intended disposition thereof will be made (which the parties agree may be less than ten (10) days prior thereto); provided that, if no notice of such action is required under the UCC, then the Borrower agrees that no such notice shall be required hereundermade. Any such notice shall (i) contain the information specified in UCC Section 9-613, (ii) be Authenticated (as defined in the UCC) and (iii) be sent to the parties required to be notified pursuant to UCC Section 9-611(c); provided that, if the Administrative Collateral Agent fails to comply with this sentence in any respect, its liability for such failure shall be limited to the liability (if any) imposed on it as a matter of law under the UCC.

Authority to Administer Collateral. The Borrower Each Lien Grantor irrevocably appoints the Administrative Agent its true and lawful attorney, with full power of substitution, in the name of the Borrower such Lien Grantor, any Secured Party or otherwise, for the sole use and benefit of the Secured Parties, but at the Borrower’s Company's expense, to the extent permitted by law to exercise, at any time and from time to time following the occurrence and continuance of while an Event of DefaultDefault shall have occurred and be continuing, all or any of the following powers with respect to all or any of the such Lien Grantor's Collateral: (a) to demand, xxx sue for, collect, receive and give acquittance for any and all monies xxxies due or to become due upon or by virtue thereof, (b) to settle, compromise, compound, prosecute or defend any action or proceeding with respect thereto, (c) to sell, lease, license or otherwise dispose of the same or the proceeds or avails thereof, as fully and effectually as if the Administrative Agent were the absolute owner thereof,, and (d) to extend the time of payment of any or all thereof and to make any allowance or other adjustment with reference thereto, ; provided that, except in the case of Collateral that is perishable or threatens to decline speedily in value or is of a type customarily sold on a recognized market, the Administrative Agent will give the Borrower relevant Lien Grantor at least ten days' prior written notice of the time and place of any public sale thereof or the time after which any private sale or other intended disposition thereof will be made (which the parties agree may be less than ten (10) days prior thereto); provided that, if no notice of such action is required under the UCC, then the Borrower agrees that no such notice shall be required hereundermade. Any such notice shall (i) contain the information specified in UCC Section 9-613, (ii) be Authenticated and (iii) be sent to the parties required to be notified pursuant to UCC Section 9-611(c); provided that, if the Administrative Agent fails to comply with this sentence in any respect, its liability for such failure shall be limited to the liability (if any) imposed on it as a matter of law under the UCC.

Authority to Administer Collateral. The Borrower Each Lien Grantor irrevocably appoints the Administrative Agent Secured Party its true and lawful attorney, with full power of substitution, in the name of the Borrower such Lien Grantor, or otherwise, for the sole use and benefit of the Secured PartiesParty, but at the Borrower’s Company's expense, to the extent permitted by law to exercise, at any time and from time to time following the occurrence and continuance of while an Event of DefaultDefault shall have occurred and be continuing, all or any of the following powers with respect to all or any of the such Lien Grantor's Collateral: (a) to demand, xxx for, collect, receive and give acquittance for any and all monies due or to become due upon or by virtue thereof, (b) to settle, compromise, compound, prosecute or defend any action or proceeding with respect thereto, (c) to sell, lease, license or otherwise dispose of the same or the proceeds or avails thereof, as fully and effectually as if the Administrative Agent Secured Party were the absolute owner thereof,, and (d) to extend the time of payment of any or all thereof and to make any allowance or other adjustment with reference thereto, ; provided that, except in the case of Collateral that is perishable or threatens to decline speedily in value or is of a type customarily sold on a recognized market, the Administrative Agent Secured Party will give the Borrower relevant Lien Grantor at least ten days' prior written notice of the time and place of any public sale thereof or the time after which any private sale or other intended disposition thereof will be made (which the parties agree may be less than ten (10) days prior thereto); provided that, if no notice of such action is required under the UCC, then the Borrower agrees that no such notice shall be required hereundermade. Any such notice shall (i) contain the information specified in UCC Section 9-613, (ii) be Authenticated and (iii) be sent to the parties required to be notified pursuant to UCC Section 9-611(c); provided that, if the Administrative Agent Secured Party fails to comply with this sentence in any respect, its liability for such failure shall be limited to the liability (if any) imposed on it as a matter of law under the UCC.

Authority to Administer Collateral. The Borrower Each Lien Grantor irrevocably appoints the Administrative Agent its true and lawful attorney, with full power of substitution, in the name of the Borrower such Lien Grantor, any Secured Party or otherwise, for the sole use and benefit of the Secured Parties, but at the Borrower’s Company's expense, to the extent permitted by law to exercise, at any time and from time to time following the occurrence and continuance of while an Event of DefaultDefault shall have occurred and be continuing, all or any of the following powers with respect to all or any of the such Lien Grantor's Collateral: (a) to demand, xxx sue for, collect, receive and give acquittance for any and all monies due moniex xue or to become due upon or by virtue thereof, (b) to settle, compromise, compound, prosecute or defend any action or proceeding with respect thereto, (c) to sell, lease, license or otherwise dispose of the same or the proceeds or avails thereof, as fully and effectually as if the Administrative Agent were the absolute owner thereof,, and (d) to extend the time of payment of any or all thereof and to make any allowance or other adjustment with reference thereto, ; provided that, except in the case of Collateral that is perishable or threatens to decline speedily in value or is of a type customarily sold on a recognized market, the Administrative Agent will give the Borrower relevant Lien Grantor at least ten days' prior written notice of the time and place of any public sale thereof or the time after which any private sale or other intended disposition thereof will be made (which the parties agree may be less than ten (10) days prior thereto); provided that, if no notice of such action is required under the UCC, then the Borrower agrees that no such notice shall be required hereundermade. Any such notice shall (i) contain the information specified in UCC Section 9-613, (ii) be Authenticated and (iii) be sent to the parties required to be notified pursuant to UCC Section 9-611(c); provided that, if the Administrative Agent fails to comply with this sentence in any respect, its liability for such failure shall be limited to the liability (if any) imposed on it as a matter of law under the UCC.

Authority to Administer Collateral. The Borrower Each Grantor irrevocably appoints the Administrative Collateral Agent its true and lawful attorney, with full power of substitution, in the name of the Borrower such Grantor, any Secured Party or otherwise, for the sole use and benefit of the Secured Parties, but at the Borrower’s expense, to the extent permitted by law to exercise, at any time and from time to time following the occurrence and continuance of while an Event of DefaultDefault shall have occurred and be continuing, all or any of the following powers with respect to all or any of the such Grantor’s Collateral: (a) to demand, xxx sxx for, collect, receive and give acquittance for any and all monies due or to become due upon or by virtue thereof, (b) to settle, compromise, compound, prosecute or defend any action or proceeding with respect thereto, (c) to sell, lease, license or otherwise dispose of the same or the proceeds or avails thereof, as fully and effectually as if the Administrative Collateral Agent were the absolute owner thereof,, and (d) to extend the time of payment of any or all thereof and to make any allowance or other adjustment with reference thereto, ; provided that, except in the case of Personal Property Collateral that is perishable or threatens to decline speedily in value or is of a type customarily sold on a recognized market, the Administrative Collateral Agent will give the Borrower relevant Grantor at least ten days’ prior written notice of the time and place of any public sale thereof or the time after which any private sale or other intended disposition thereof will be made (which the parties agree may be less than ten (10) days prior thereto); provided that, if no notice of such action is required under the UCC, then the Borrower agrees that no such notice shall be required hereundermade. Any such notice shall (i) contain the information specified in UCC Section 9-613, (ii) be Authenticated and (iii) be sent to the parties required to be notified pursuant to UCC Section 9-611(c); provided that, if the Administrative Collateral Agent fails to comply with this sentence in any respect, its liability for such failure shall be limited to the liability (if any) imposed on it as a matter of law under the UCC.

Authority to Administer Collateral. The Borrower Each Lien Grantor irrevocably appoints the Administrative Agent Collateral Representative its true and lawful attorney, with full power of substitution, in the name of the Borrower such Lien Grantor, any Secured Party or otherwise, for the sole use and benefit of the Secured Parties, but at the Borrower’s Company's expense, to the extent permitted by law to exercise, at any time and from time to time following the occurrence and continuance of while an Event of DefaultDefault shall have occurred and be continuing, all or any of the following powers with respect to all or any of the such Lien Grantor's Collateral: (a) to demand, xxx for, collect, receive and give acquittance for any and all monies due or to become due upon or by virtue thereof, (b) to settle, compromise, compound, prosecute or defend any action or proceeding with respect thereto, (c) to sell, lease, license or otherwise dispose of the same or the proceeds or avails thereof, as fully and effectually as if the Administrative Agent Collateral Representative were the absolute owner thereof,, and (d) to extend the time of payment of any or all thereof and to make any allowance or other adjustment with reference thereto, ; provided that, except in the case of Collateral that is perishable or threatens to decline speedily in value or is of a type customarily sold on a recognized market, the Administrative Agent Collateral Representative will give the Borrower relevant Lien Grantor at least ten days' prior written notice of the time and place of any public sale thereof or the time after which any private sale or other intended disposition thereof will be made (which the parties agree may be less than ten (10) days prior thereto); provided that, if no notice of such action is required under the UCC, then the Borrower agrees that no such notice shall be required hereundermade. Any such notice shall (i) contain the information specified in UCC Section 9-613, (ii) be Authenticated and (iii) be sent to the parties required to be notified pursuant to UCC Section 9-611(c); provided that, if the Administrative Agent fails to comply with this sentence in any respect, its liability for such failure shall be limited to the liability (if any) imposed on it as a matter of law under the UCC.,

Authority to Administer Collateral. The Borrower Each Lien Grantor irrevocably appoints the Administrative Collateral Agent its true and lawful attorney, with full power of substitution, in the name of the Borrower such Lien Grantor, any Secured Party or otherwise, for the sole use and benefit of the Secured Parties, but at the BorrowerCompany’s expense, to the extent permitted by law to exercise, at any time and from time to time following the occurrence and continuance of while an Event of DefaultDefault shall have occurred and be continuing, all or any of the following powers with respect to all or any of the such Lien Grantor’s Collateral: (a) to demand, xxx for, collect, receive and give acquittance for any and all monies due or to become due upon or by virtue thereof, (b) to settle, compromise, compound, prosecute or defend any action or proceeding with respect thereto, (c) to sell, lease, license or otherwise dispose of the same or the proceeds or avails thereof, as fully and effectually as if the Administrative Collateral Agent were the absolute owner thereof,, and (d) to extend the time of payment of any or all thereof and to make any allowance or other adjustment with reference thereto, ; provided that, except in the case of Collateral that is perishable or threatens to decline speedily in value or is of a type customarily sold on a recognized market, the Administrative Collateral Agent will give the Borrower relevant Lien Grantor at least 10 days’ prior written notice of the time and place of any public sale thereof or the time after which any private sale or other intended disposition thereof will be made (which the parties agree may be less than ten (10) days prior thereto); provided that, if no notice of such action is required under the UCC, then the Borrower agrees that no such notice shall be required hereundermade. Any such notice shall (i) contain the information specified in UCC Section 9-613, (ii) be Authenticated and (iii) be sent to the parties required to be notified pursuant to UCC Section 9-611(c); provided that, if the Administrative Collateral Agent fails to comply with this sentence in any respect, its liability for such failure shall be limited to the liability (if any) imposed on it as a matter of law under the UCC.

Authority to Administer Collateral. The Borrower Each Grantor irrevocably appoints the Administrative Agent Collateral Trustee its true and lawful attorney, with full power of substitution, in the name of the Borrower such Grantor, any Secured Party or otherwise, for the sole use and benefit of the Secured Parties, but at the BorrowerCompany’s expense, to the extent permitted by law to exercise, at any time and from time to time following the occurrence while an Actionable Default shall have occurred and continuance of an Event of Defaultbe continuing, all or any of the following powers with respect to all or any of the such Grantor’s Collateral: (a) to demand, xxx for, collect, receive and give acquittance for any and all monies due or to become due upon or by virtue thereof,; (b) to settle, compromise, compound, prosecute or defend any action or proceeding with respect thereto,; (c) to sell, lease, license or otherwise dispose of the same or the proceeds or avails thereof, as fully and effectually as if the Administrative Agent Collateral Trustee were the absolute owner thereof,; and (d) to extend the time of payment of any or all thereof and to make any allowance or other adjustment with reference thereto, ; provided that, except in the case of Personal Property Collateral that is perishable or threatens to decline speedily in value or is of a type customarily sold on a recognized market, the Administrative Agent Collateral Trustee will give the Borrower relevant Grantor at least ten days’ prior written notice of the time and place of any public sale thereof or the time after which any private sale or other intended disposition thereof will be made (which the parties agree may be less than ten (10) days prior thereto); provided that, if no notice of such action is required under the UCC, then the Borrower agrees that no such notice shall be required hereundermade. Any such notice shall (i) contain the information specified in UCC Section 9-613, (ii) be Authenticated and (iii) be sent to the parties required to be notified pursuant to UCC Section 9-611(c); provided that, if the Administrative Agent Collateral Trustee fails to comply with this sentence in any respect, its liability for such failure shall be limited to the liability (if any) imposed on it as a matter of law under the UCC.

Authority to Administer Collateral. The Borrower Company irrevocably appoints (until the Administrative Agent date on which the Secured Obligations are paid in full) the Secured Parties as its true and lawful attorney, with full power of substitution, in the name of the Borrower or otherwiseCompany, for the sole use and benefit of the Secured Parties, but at the Borrower’s expense, to the extent permitted by law to exercise, at any time and from time to time following the occurrence and continuance of while an Event of DefaultDefault shall have occurred and be continuing, all or any of the following powers with respect to all or any of the Collateral: (a) to demand, xxx sue for, collect, receive and give acquittance for any and all monies due or to become due upon or by virtue thereof, (b) to settle, compromise, compound, prosecute or defend any action or proceeding with respect thereto, (c) to sell, lease, license or otherwise dispose of the same or the proceeds Proceeds or avails thereof, as fully and effectually as if the Administrative Agent were Secured Party had an interest therein identical to that of the absolute owner thereof,Company; and (d) to extend the time of payment of any or all thereof and to make any allowance or other adjustment with reference thereto, ; provided that, except in the case of Collateral that is perishable or threatens to decline speedily in value or is of a type customarily sold on a recognized market, the Administrative Agent Secured Parties will give the Borrower Company at least 10 days’ prior written notice of the time and place of any public sale thereof or the time after which any private sale or other intended disposition thereof will be made (which the parties agree may be less than ten (10) days prior thereto); provided that, if no notice of such action is required under the UCC, then the Borrower agrees that no such notice shall be required hereundermade. Any such notice shall (ix) contain the information specified in UCC Section 9-613, (iiy) be Authenticated and (iiiz) be sent to the parties required to be notified pursuant to UCC Section 9-611(c); provided that, if the Administrative Agent Secured Party fails to comply with this sentence in any respect, its liability for such failure shall be limited to the liability (if any) imposed on it as a matter of law under the UCC.

Authority to Administer Collateral. The Borrower Each Grantor irrevocably appoints the Administrative Collateral Agent its true and lawful attorney, with full power of substitution, in the name of the Borrower such Grantor, any Secured Party or otherwise, for the sole use and benefit of the Collateral Agent for the benefit of the Secured Parties, but at the BorrowerCompany’s expense, to the extent permitted by law to exercise, at any time and from time to time following the occurrence while an Actionable Default shall have occurred and continuance of an Event of Defaultbe continuing, all or any of the following powers with respect to all or any of the such Grantor’s Collateral: (a) to demand, xxx for, collect, receive and give acquittance for any and all monies due or to become due upon or by virtue thereof,; (b) to settle, compromise, compound, prosecute or defend any action or proceeding with respect thereto,; (c) to sell, lease, license or otherwise dispose of the same or the proceeds or avails thereof, as fully and effectually as if the Administrative Collateral Agent were the absolute owner thereof,; and (d) to extend the time of payment of any or all thereof and to make any allowance or other adjustment with reference thereto, ; provided that, except in the case of Collateral that is perishable or threatens to decline speedily in value or is of a type customarily sold on a recognized market, the Administrative Collateral Agent will give the Borrower relevant Grantor at least ten days’ prior written notice of the time and place of any public sale thereof or the time after which any private sale or other intended disposition thereof will be made (which the parties agree may be less than ten (10) days prior thereto); provided that, if no notice of such action is required under the UCC, then the Borrower agrees that no such notice shall be required hereundermade. Any such notice shall (i) contain the information specified in UCC Section 9-613, (ii) be Authenticated and (iii) be sent to the parties required to be notified pursuant to UCC Section 9-611(c); provided that, if the Administrative Collateral Agent fails to comply with this sentence in any respect, its liability for such failure shall be limited to the liability (if any) imposed on it as a matter of law under the UCC.

Authority to Administer Collateral. The Borrower Pledgor irrevocably appoints the Administrative Collateral Agent its true and lawful attorney, with full power of substitution, in the name of the Borrower Pledgor, a Secured Party or otherwise, for the sole use and benefit of the Secured Parties, but at the Borrower’s expenseexpense of the Pledgor, to the extent permitted by law to exercise, at any time and from time to time following the occurrence and continuance of while an Event of DefaultDefault shall have occurred and be continuing, all or any of the following powers with respect to all or any of the Collateral: (a) to demand, xxx for, collect, receive and give acquittance for any and all monies due or to become due upon or by virtue thereof, (b) to settle, compromise, compound, prosecute or defend any action or proceeding with respect thereto, (c) to sell, lease, license or otherwise dispose of the same or the proceeds or avails thereof, as fully and effectually as if the Administrative Collateral Agent were the absolute owner thereof,, and (d) to extend the time of payment of any or all thereof and to make any allowance or other adjustment with reference thereto, ; provided that, except in the case of Collateral that threatens to decline speedily in value or is of a type customarily sold on a recognized market, the Administrative Collateral Agent will give the Borrower Pledgor at least ten days prior written notice of the time and place of any public sale thereof or the time after which any private sale or other intended disposition thereof will be made (which the parties agree may be less than ten (10) days prior thereto); provided that, if no notice of such action is required under the UCC, then the Borrower agrees that no such notice shall be required hereundermade. Any such notice shall (ix) contain the information specified in UCC Section 9-613, (iiy) be Authenticated and (iiiz) be sent to the parties required to be notified pursuant to UCC Section 9-611(c); provided that, if the Administrative Collateral Agent fails to comply with this sentence in any respect, its liability for such failure shall be limited to the liability (if any) imposed on it as a matter of law under the UCC.

Authority to Administer Collateral. The Borrower Each Grantor irrevocably appoints the Administrative Agent Secured Party its true and lawful attorney, with full power of substitution, in the name of the Borrower or otherwisesuch Grantor, for the sole use and benefit of the Secured PartiesParty, but at the BorrowerParty A’s expense, to the extent permitted by law to exercise, at any time and from time to time following the occurrence and continuance of while an Event of DefaultDefault shall have occurred and be continuing, all or any of the following powers with respect to all or any of the such Grantor’s Collateral: (a) to demand, xxx for, collect, receive and give acquittance for any and all monies due or to become due upon or by virtue thereof, (b) to settle, compromise, compound, prosecute or defend any action or proceeding with respect thereto, (c) to sell, lease, license or otherwise dispose of the same or the proceeds or avails thereof, as fully and effectually as if the Administrative Agent Secured Party were the absolute owner thereof,, and (d) to extend the time of payment of any or all thereof and to make any allowance or other adjustment with reference thereto, ; provided that, except in the case of Collateral that is perishable or threatens to decline speedily in value or is of a type customarily sold on a recognized market, the Administrative Agent Secured Party will give the Borrower relevant Grantor at least ten days’ prior written notice of the time and place of any public sale thereof or the time after which any private sale or other intended disposition thereof will be made (which the parties agree may be less than ten (10) days prior thereto); provided that, if no notice of such action is required under the UCC, then the Borrower agrees that no such notice shall be required hereundermade. Any such notice shall (i) contain the information specified in UCC Section 9-613, (ii) be Authenticated and (iii) be sent to the parties required to be notified pursuant to UCC Section 9-611(c); provided that, if the Administrative Agent Secured Party fails to comply with this sentence in any respect, its liability for such failure shall be limited to the liability (if any) imposed on it as a matter of law under the UCC.

Authority to Administer Collateral. The Borrower Pledgor irrevocably appoints the Administrative Agent its true and lawful attorney, with full power of substitution, in the name of the Borrower Pledgor, a Secured Party or otherwise, for the sole use and benefit of the Secured Parties, but at the Borrower’s expenseexpense of the Pledgor, to the extent permitted by law to exercise, at any time and from time to time following the occurrence and continuance of while an Event of DefaultDefault shall have occurred and be continuing, all or any of the following powers with respect to all or any of the Collateral: (a) to demand, xxx sxx for, collect, receive and give acquittance for any and all monies due or to become due upon or by virtue thereof, (b) to settle, compromise, compound, prosecute or defend any action or proceeding with respect thereto, (c) to sell, lease, license or otherwise dispose of the same or the proceeds or avails thereof, as fully and effectually as if the Administrative Agent were the absolute owner thereof,, and (d) to extend the time of payment of any or all thereof and to make any allowance or other adjustment with reference thereto, ; provided that, except in the case of Collateral that threatens to decline speedily in value or is of a type customarily sold on a recognized market, the Administrative Agent will give the Borrower Pledgor at least ten days prior written notice of the time and place of any public sale thereof or the time after which any private sale or other intended disposition thereof will be made (which the parties agree may be less than ten (10) days prior thereto); provided that, if no notice of such action is required under the UCC, then the Borrower agrees that no such notice shall be required hereundermade. Any such notice shall (ix) contain the information specified in UCC Section 9-613, (iiy) be Authenticated and (iiiz) be sent to the parties required to be notified pursuant to UCC Section 9-611(c); provided that, if the Administrative Agent fails to comply with this sentence in any respect, its liability for such failure shall be limited to the liability (if any) imposed on it as a matter of law under the UCC.

Authority to Administer Collateral. The Borrower Each Lien Grantor irrevocably appoints the Administrative Agent Collateral Representative its true and lawful attorney, with full power of substitution, in the name of the Borrower such Lien Grantor, any Secured Party or otherwise, for the sole use and benefit of the Secured Parties, but at the Borrower’s Company's expense, to the extent permitted by law to exercise, at any time and from time to time following the occurrence and continuance of while an Event of DefaultDefault shall have occurred and be continuing, all or any of the following powers with respect to all or any of the such Lien Grantor's Collateral: (a) to demand, xxx for, collect, receive and give acquittance for any and all monies due or to become due upon or by virtue thereof, (b) to settle, compromise, compound, prosecute or defend any action or proceeding with respect thereto, (c) to sell, lease, license or otherwise dispose of the same or the proceeds or avails thereof, as fully and effectually as if the Administrative Agent Collateral Representative were the absolute owner thereof,, and (d) to extend the time of payment of any or all thereof and to make any allowance or other adjustment with reference thereto, ; provided that, except in the case of Collateral that is perishable or threatens to decline speedily in value or is of a type customarily sold on a recognized market, the Administrative Agent Collateral Representative will give the Borrower relevant Lien Grantor at least ten days' prior written notice of the time and place of any public sale thereof or the time after which any private sale or other intended disposition thereof will be made (which the parties agree may be less than ten (10) days prior thereto); provided that, if no notice of such action is required under the UCC, then the Borrower agrees that no such notice shall be required hereundermade. Any such notice shall (i) contain the information specified in UCC Section 9-613, (ii) be Authenticated and (iii) be sent to the parties required to be notified pursuant to UCC Section 9-611(c); provided that, if the Administrative Agent Collateral Representative fails to comply with this sentence in any respect, its liability for such failure shall be limited to the liability (if any) imposed on it as a matter of law under the UCC.

Authority to Administer Collateral. The Borrower Each Lien Grantor irrevocably appoints the Administrative Collateral Agent its true and lawful attorney, with full power of substitution, in the name of the Borrower such Lien Grantor, any Secured Party or otherwise, for the sole use and benefit of the Secured Parties, but at the Borrower’s Issuers’ expense, to the extent permitted by law to exercise, at any time and from time to time following the occurrence and continuance of while an Event of DefaultDefault shall have occurred and be continuing, all or any of the following powers with respect to all or any of the such Lien Grantor’s Collateral: (a) to demand, xxx for, collect, receive and give acquittance for any and all monies due or to become due upon or by virtue thereof, (b) to settle, compromise, compound, prosecute or defend any action or proceeding with respect thereto, (c) to sell, lease, license or otherwise dispose of the same or the proceeds or avails thereof, as fully and effectually as if the Administrative Collateral Agent were the absolute owner thereof,, and (d) to extend the time of payment of any or all thereof and to make any allowance or other adjustment with reference thereto, ; provided that, except in the case of Personal Property Collateral that is perishable or threatens to decline speedily in value or is of a type customarily sold on a recognized market, the Administrative Collateral Agent will give the Borrower relevant Lien Grantor at least ten days’ prior written notice of the time and place of any public sale thereof or the time after which any private sale or other intended disposition thereof will be made (which the parties agree may be less than ten (10) days prior thereto); provided that, if no notice of such action is required under the UCC, then the Borrower agrees that no such notice shall be required hereundermade. Any such notice shall (i) contain the information specified in UCC Section 9-613, (ii) be Authenticated and (iii) be sent to the parties required to be notified pursuant to UCC Section 9-611(c); provided that, if the Administrative Collateral Agent fails to comply with this sentence in any respect, its liability for such failure shall be limited to the liability (if any) imposed on it as a matter of law under the UCC.

Authority to Administer Collateral. The Borrower Pledgor irrevocably appoints the Administrative Agent its true and lawful attorney, with full power of substitution, in the name of the Borrower Pledgor, a Secured Party or otherwise, for the sole use and benefit of the Secured Parties, but at the Borrower’s expenseexpense of the Pledgor, to the extent permitted by law to exercise, at any time and from time to time following the occurrence and continuance of while an Event of DefaultDefault shall have occurred and be continuing, all or any of the following powers with respect to all or any of the Collateral: (a) to demand, xxx for, collect, receive and give acquittance for any and all monies due or to become due upon or by virtue thereof, (b) to settle, compromise, compound, prosecute or defend any action or proceeding with respect thereto, (c) to sell, lease, license or otherwise dispose of the same or the proceeds or avails thereof, as fully and effectually as if the Administrative Agent were the absolute owner thereof,, and (d) to extend the time of payment of any or all thereof and to make any allowance or other adjustment with reference thereto, ; provided that, except in the case of Collateral that threatens to decline speedily in value or is of a type customarily sold on a recognized market, the Administrative Agent will give the Borrower Pledgor at least ten Business Days prior written notice of the time and place of any public sale thereof or the time after which any private sale or other intended disposition thereof will be made (which the parties agree may be less than ten (10) days prior thereto); provided that, if no notice of such action is required under the UCC, then the Borrower agrees that no such notice shall be required hereundermade. Any such notice shall (ix) contain the information specified in UCC Section 9-613, (iiy) be Authenticated and (iiiz) be sent to the parties required to be notified pursuant to UCC Section 9-611(c); provided that, if the Administrative Agent fails to comply with this sentence in any respect, its liability for such failure shall be limited to the liability (if any) imposed on it as a matter of law under the UCC.

Authority to Administer Collateral. The Borrower Each Lien Grantor irrevocably constitutes and appoints the Administrative Agent its true and lawful attorney, with full power of substitution, in the name of the Borrower such Lien Grantor, any Secured Party or otherwise, for the sole use and benefit of the Secured Parties, but at the BorrowerCompany’s expense, to the extent permitted by law to exercise, at any time and from time to time following the occurrence and continuance of while an Event of DefaultDefault shall have occurred and be continuing, all or any of the following powers with respect to all or any of the such Lien Grantor’s Collateral: (a) to demand, xxx for, collect, receive and give acquittance for any and all monies due or to become due upon or by virtue thereof, (b) to settle, compromise, compound, prosecute or defend any action or proceeding with respect thereto, (c) to sell, lease, license or otherwise dispose of the same or the proceeds or avails thereof, as fully and effectually as if the Administrative Agent were the absolute owner thereof,, and (d) to extend the time of payment of any or all thereof and to make any allowance or other adjustment with reference thereto, ; provided that, except in the case of Collateral that is perishable or threatens to decline speedily in value or is of a type customarily sold on a recognized market, the Administrative Agent will give the Borrower relevant Lien Grantor at least ten days’ prior written notice of the time and place of any public sale thereof or the time after which any private sale or other intended disposition thereof will be made (which the parties agree may be less than ten (10) days prior thereto); provided that, if no notice of such action is required under the UCC, then the Borrower agrees that no such notice shall be required hereundermade. Any such notice shall (i) contain the information specified in UCC Section 9-613, (ii) be Authenticated and (iii) be sent to the parties required to be notified pursuant to UCC Section 9-611(c); provided that, if the Administrative Agent fails to comply with this sentence in any respect, its liability for such failure shall be limited to the liability (if any) imposed on it as a matter of law under the UCC.