Common use of Authorization and Action of Administrative Agent Clause in Contracts

Authorization and Action of Administrative Agent. (a) (i) Indenture Trustee for itself and on behalf of Tranche A Noteholders and (ii) each Tranche B Lender hereby appoints and authorizes Administrative Agent to take such action as agent on their behalf and to exercise such powers under this Agreement and the other Operative Documents as are delegated to Administrative Agent by the terms hereof and thereof, together with such powers as are reasonably incidental thereto. Except as otherwise provided in the Limited Partnership Agreement, Administrative Agent shall act solely as agents for Indenture Trustee and Tranche B Lenders and does not assume nor shall be deemed to assume any obligation or relationship of trust or agency with any of Lessee, Lessor, or Guarantor. As to any matters not expressly provided for by a Operative Document (including enforcement or collection of the Tranche A Notes or Tranche B Loans), Administrative Agent shall not be required nor authorized to exercise any discretion or take any action, but shall be required to act or to refrain from acting (and shall be fully protected in so acting or refraining from acting) upon the instructions of (i) Indenture Trustee acting on behalf of Majority Tranche A Noteholders, and (ii) Majority Tranche B Lenders, and such instructions shall be binding, in the case of instructions under clause (i), upon Indenture Trustee and each Tranche A Noteholder and, in the case of instructions under clause (ii), upon each Tranche B Lender; provided, however, Administrative Agent shall not be required to take any action which exposes it to personal liability or which is contrary to any Operative Document or Applicable Law. Administrative Agent agrees to give to Indenture Trustee, and Tranche B Lenders prompt notice of each notice given to it by Lessor or Lessee pursuant to the terms of this Agreement; provided, however, Administrative Agent shall not be deemed to have any notice of a Loan Default or Loan Event of Default unless it has received notice of such from another party hereto. Administrative Agent may, with the prior consent of Indenture Trustee acting on behalf of Majority Tranche A Noteholders, or Majority Tranche B Lenders, as the case may be, agree to any waiver or amendment of the Operative Documents on behalf of all Tranche A Noteholders, or all Tranche B Lenders, as the case may be; provided, however, Administrative Agent will not, without the prior consent of (i) Indenture Trustee acting on behalf of all Tranche A Noteholders, and (ii) all Tranche B Lenders, agree to any waiver or amendment that would (A) postpone the time or times for payment of any amount payable under this Agreement or the Lease Agreement or (B) reduce any Lease Payment payable under this Agreement or the Lease Agreement. Administrative Agent will not, without the prior consent of (i) Indenture Trustee on behalf of all Tranche A Noteholders and (ii) all Tranche B Lenders, agree to any waiver or amendment that would, prior to the payment in full of the Secured Obligations, release all or substantially all of the Lessor Collateral from the Lien created by the Security Documents, other than in accordance with the terms of the Operative Documents. Administrative Agent shall pursue the remedies under the Operative Documents following a Loan Event of Default in good faith and in a commercially reasonable manner and in accordance with the instructions of Majority Tranche B Lenders provided, however, Administrative Agent shall be under no obligation to pursue such remedies unless such Majority Tranche B Lenders have offered to Administrative Agent security or indemnity satisfactory to it as to the terms, coverage, duration, amount or otherwise with respect to the costs, expenses and liabilities that may be incurred by it in compliance with such written instructions, requests or directions; provided further Administrative Agent shall not, without the consent of (i) Indenture Trustee in accordance with the terms of the Indenture and (ii) Majority Tranche B Lenders (A) approve any plan of reorganization or liquidation arising out of a Lease Event of Default of the type described in Section 23(h) of the Lease Agreement, a Tranche A Event of Default of the type described in Sections 5.01(h) and (i) of the Indenture or a Tranche B Event of Default of the type described in Section 5.1.4 of the Tranche B Loan Agreement (B) approve, sell or cause the sale of Equipment in a single transaction or a series of related transactions of Equipment with value in excess of $30,000,000 (other than a sale in accordance with the terms of the Lease Agreement provided no Lease Event of Default has occurred and is continuing). The appointment and authority of Administrative Agent hereunder shall terminate upon the indefeasible payment in full of all amounts owed Indenture Trustee, each Secured Party, Administrative Agent and Collateral Agent under the Operative Documents. (b) (i) Indenture Trustee, for itself and on behalf of Tranche A Noteholders, and (ii) each Tranche B Lender hereby appoints and authorizes Collateral Agent to take such action as agent on their behalf and to exercise such powers under this Agreement and the other Operative Documents as are delegated to Collateral Agent by the terms hereof and thereof, together with such powers as are reasonably incidental thereto. Collateral Agent shall act solely as agent for Indenture Trustee and Tranche B Lenders and does not assume nor shall be deemed to assume any obligation or relationship of trust or agency with any of Lessee, Lessor, Limited Partners, Lessor General Partner or Guarantor. As to any matters not expressly provided for by a Operative Document (including enforcement or collection of the Tranche A Notes or the Tranche B Loans), Collateral Agent shall not be required nor authorized to exercise any discretion or take any action, but shall be required to act or to refrain from acting (and shall be fully protected in so acting or refraining from acting) upon the instructions of Administrative Agent acting on behalf of Secured Parties, and such instructions shall be binding upon Indenture Trustee and all Secured Parties; provided, however, Collateral Agent shall not be required to take any action which exposes it to personal liability or which is contrary to any Operative Document or Applicable Law. Collateral Agent agrees to give to Indenture Trustee and Tranche B Lenders prompt notice of each notice given to it by Lessor or Lessee pursuant to the terms of this Agreement; provided, however, Collateral Agent shall not be deemed to have any notice of a Loan Default or Loan Event of Default unless it has received notice of such from another party hereto. Collateral Agent shall pursue the remedies of Secured Parties under the Operative Documents following a Loan Event of Default in accordance with the instructions of Administrative Agent; provided, however, Collateral Agent shall be under no obligation to pursue such remedies unless one or more Tranche B Lenders have offered to Collateral Agent security or indemnity satisfactory to it as to the terms, coverage, duration, amount or otherwise with respect to the costs, expenses and liabilities that may be incurred by it in compliance with such written instructions, requests or directions. The appointment and authority of Collateral Agent hereunder shall terminate upon the indefeasible payment in full of all amounts owed Indenture Trustee, each Secured Party, Administrative Agent and Collateral Agent under the Operative Documents.

Authorization and Action of Administrative Agent. (a) (i) Indenture Trustee for itself Each Conduit Purchaser and on behalf of Tranche A Noteholders and (ii) each Tranche B Lender Committed Purchaser hereby appoints and authorizes the Administrative Agent to take such action as agent on their its behalf and to exercise such powers under this Agreement and the other Operative Documents Principal Agreements as are delegated to the Administrative Agent by the terms hereof and thereof, together with such powers as are reasonably incidental thereto. Except as otherwise provided in In furtherance, and without limiting the Limited Partnership Agreementgenerality, of the foregoing, each Conduit Purchaser and each Committed Purchaser hereby appoints the Administrative Agent shall act solely as agents for Indenture Trustee its agent to execute and Tranche B Lenders deliver all further instruments and does not assume nor shall documents, and agrees to take all further action that the Administrative Agent may deem necessary or appropriate or that a Conduit Purchaser or a Committed Purchaser may reasonably request in order to perfect, protect or more fully evidence the interests transferred or to be deemed transferred from time to assume any obligation time by the Seller hereunder, or relationship of trust or agency with to enable any of Lesseethem to exercise or enforce any of their respective rights hereunder. With respect to actions which are incidental to the actions specifically delegated to the Administrative Agent hereunder, Lessor, or Guarantor. As to any matters not expressly provided for by a Operative Document (including enforcement or collection of the Tranche A Notes or Tranche B Loans), Administrative Agent shall not be required nor authorized to exercise any discretion or take any actionsuch incidental action hereunder, but shall be required to act or to refrain from acting (and shall be fully protected in so acting or refraining from acting) upon the instructions direction of (i) Indenture Trustee acting on behalf of Majority Tranche A Noteholders, and (ii) Majority Tranche B Lenders, and such instructions shall be binding, in the case of instructions under clause (i), upon Indenture Trustee and each Tranche A Noteholder and, in the case of instructions under clause (ii), upon each Tranche B LenderFunding Agents; provided, however, the Administrative Agent shall not be required to take any action which exposes it to personal liability hereunder if the taking of such action, in the reasonable determination of the Administrative Agent, shall be in violation of any applicable law, rule or which is regulation or contrary to any Operative Document provision of this Agreement or Applicable Law. shall expose the Administrative Agent agrees to give to Indenture Trusteeliability hereunder or otherwise. Upon the occurrence and during the continuance of any Termination Event, and Tranche B Lenders prompt notice of each notice given to it by Lessor or Lessee pursuant to the terms of this Agreement; provided, however, Administrative Agent shall not be deemed to have any notice of a Loan Default take no action hereunder (other than ministerial actions or Loan Event of Default unless it has received notice of such from another party hereto. Administrative Agent may, with the prior consent of Indenture Trustee acting on behalf of Majority Tranche A Noteholders, or Majority Tranche B Lenders, actions as the case may be, agree to any waiver or amendment of the Operative Documents on behalf of all Tranche A Noteholders, or all Tranche B Lenders, as the case may be; provided, however, Administrative Agent will not, are specifically provided for herein) without the prior consent of (i) Indenture Trustee acting on behalf of all Tranche A Noteholders, and (ii) all Tranche B Lenders, agree to any waiver or amendment that would (A) postpone the time or times for payment of any amount payable under this Agreement or Funding Agents. In the Lease Agreement or (B) reduce any Lease Payment payable under this Agreement or event the Lease Agreement. Administrative Agent will not, without the prior requests (with confirmation of receipt) a Conduit Purchaser's or a Committed Purchaser's consent of (i) Indenture Trustee on behalf of all Tranche A Noteholders and (ii) all Tranche B Lenders, agree to any waiver or amendment that would, prior pursuant to the payment foregoing provisions and the Administrative Agent does not receive a response to such request (either positive or negative) from such Conduit Purchaser or such Committed Purchaser within ten (10) Business Days of Conduit Purchaser's or Committed Purchaser's receipt of such request, then such Conduit Purchaser or such Committed Purchaser (and its percentage interest hereunder) shall be disregarded in full of determining whether the Secured Obligations, release all or substantially all of the Lessor Collateral from the Lien created by the Security Documents, other than in accordance with the terms of the Operative Documents. Administrative Agent shall pursue the remedies under the Operative Documents following a Loan Event of Default in good faith and in a commercially reasonable manner and in accordance with the instructions of Majority Tranche B Lenders provided, however, Administrative Agent shall be under no obligation to pursue such remedies unless such Majority Tranche B Lenders have offered to Administrative Agent security or indemnity satisfactory to it as to the terms, coverage, duration, amount or otherwise with respect to the costs, expenses and liabilities that may be incurred by it in compliance with such written instructions, requests or directions; provided further Administrative Agent shall not, without the obtained sufficient consent of (i) Indenture Trustee in accordance with the terms of the Indenture and (ii) Majority Tranche B Lenders (A) approve any plan of reorganization or liquidation arising out of a Lease Event of Default of the type described in Section 23(h) of the Lease Agreement, a Tranche A Event of Default of the type described in Sections 5.01(h) and (i) of the Indenture or a Tranche B Event of Default of the type described in Section 5.1.4 of the Tranche B Loan Agreement (B) approve, sell or cause the sale of Equipment in a single transaction or a series of related transactions of Equipment with value in excess of $30,000,000 (other than a sale in accordance with the terms of the Lease Agreement provided no Lease Event of Default has occurred and is continuing). The appointment and authority of Administrative Agent hereunder shall terminate upon the indefeasible payment in full of all amounts owed Indenture Trustee, each Secured Party, Administrative Agent and Collateral Agent under the Operative Documentshereunder. (b) (i) Indenture Trustee, for itself and on behalf of Tranche A Noteholders, and (ii) each Tranche B Lender hereby appoints and authorizes Collateral The Administrative Agent to take such action as agent on their behalf and to shall exercise such rights and powers under vested in it by this Agreement and the other Operative Documents as are delegated to Collateral Agent by the terms hereof and thereof, together with such powers as are reasonably incidental thereto. Collateral Agent shall act solely as agent for Indenture Trustee and Tranche B Lenders and does not assume nor shall be deemed to assume any obligation or relationship of trust or agency with any of Lessee, Lessor, Limited Partners, Lessor General Partner or Guarantor. As to any matters not expressly provided for by a Operative Document (including enforcement or collection of the Tranche A Notes or the Tranche B Loans), Collateral Agent shall not be required nor authorized to exercise any discretion or take any action, but shall be required to act or to refrain from acting (and shall be fully protected in so acting or refraining from acting) upon the instructions of Administrative Agent acting on behalf of Secured PartiesPrincipal Agreements, and such instructions shall be binding upon Indenture Trustee use the same degree of care and all Secured Parties; providedskill in its exercise, however, Collateral Agent shall not be required to take any action which exposes it to personal liability as a prudent person would exercise or which is contrary to any Operative Document or Applicable Law. Collateral Agent agrees to give to Indenture Trustee and Tranche B Lenders prompt notice of each notice given to it by Lessor or Lessee pursuant to use under the terms of this Agreement; provided, however, Collateral Agent shall not be deemed to have any notice of a Loan Default or Loan Event of Default unless it has received notice circumstances in the conduct of such from another party hereto. Collateral Agent shall pursue the remedies of Secured Parties under the Operative Documents following a Loan Event of Default in accordance with the instructions of Administrative Agent; provided, however, Collateral Agent shall be under no obligation to pursue such remedies unless one or more Tranche B Lenders have offered to Collateral Agent security or indemnity satisfactory to it as to the terms, coverage, duration, amount or otherwise with respect to the costs, expenses and liabilities that may be incurred by it in compliance with such written instructions, requests or directions. The appointment and authority of Collateral Agent hereunder shall terminate upon the indefeasible payment in full of all amounts owed Indenture Trustee, each Secured Party, Administrative Agent and Collateral Agent under the Operative Documentsperson's own affairs.

Authorization and Action of Administrative Agent. (a) (i) Indenture Trustee for itself Lenders and on behalf of Tranche A Noteholders Certificate Holders hereby appoint and (ii) each Tranche B Lender hereby appoints and authorizes authorize Administrative Agent to take such action as agent on their behalf and to exercise such powers under this Agreement and the other Operative Documents as are delegated to Administrative Agent by the terms hereof and thereof, together with such powers as are reasonably incidental thereto. Except as otherwise provided in the Limited Partnership Agreement, The Administrative Agent shall act solely as agents for Indenture Trustee the Lenders and Tranche B Lenders Certificate Holders and does not assume nor shall be deemed to assume any obligation or relationship of trust or agency with any of Lessee, Lessor, Guarantor or Guarantorany of their successors or assigns. As to any matters not expressly provided for by a Operative Document (including enforcement or collection of the Tranche A Notes or Tranche B LoansCertificates), the Administrative Agent shall not be required nor authorized to exercise any discretion or take any action, but shall be required to act or to refrain from acting (and shall be fully protected in so acting or refraining from acting) upon the instructions of (i) Indenture Trustee acting on behalf of the Majority Tranche A Noteholders, Lenders and (ii) the Majority Tranche B LendersCertificate Holders, and such instructions shall be binding, in the case of instructions under clause (i), binding upon Indenture Trustee Lenders and each Tranche A Noteholder and, in the case of instructions under clause (ii), upon each Tranche B LenderCertificate Holders; provided, however, the Administrative Agent shall not be required to take any action which exposes it to personal liability or which is contrary to any Operative Document or Applicable Law. The Administrative Agent agrees to give to Indenture Trustee, Lenders and Tranche B Lenders the Certificate Holders prompt notice of each notice given to it by Lessor or Lessee pursuant to the terms of this Agreement; provided, however, the Administrative Agent shall not be deemed to have any notice of a Loan Default or Loan Event of Default unless it has received notice of such from another party hereto. The Administrative Agent may, with the prior consent of Indenture Trustee acting on behalf of the Majority Tranche A Noteholders, Lenders or the Majority Tranche B LendersCertificate Holders, as the case may be, agree to any waiver or amendment of the Operative Documents (other than Operative Documents to which such Person is a party) on behalf of all Tranche A Noteholders, Lenders or all Tranche B Lenders, as the case may beCertificate Holders; provided, however, Administrative Agent will not, without the prior consent of (i) Indenture Trustee acting on behalf of all Tranche A Noteholders, Lenders and (ii) all Tranche B LendersCertificate Holders, agree to any waiver or amendment that would (Ai) postpone the time or times for payment of any Availability Fee or any amount payable under this Agreement or the Lease Agreement Agreement, or (Bii) reduce any the Lease Payment payable under this Agreement or the Lease Agreement, or the principal amount of any Lender Commitment or Certificate Holder Commitment. Administrative Agent will not, without the prior consent of (i) Indenture Trustee on behalf of all Tranche A Noteholders and (ii) all Tranche B Lenders, agree to any waiver or amendment that would, prior to the payment in full of the Secured Obligations, release all or substantially all of the Lessor Collateral from the Lien created by the Security Loan Documents, other than in accordance with the terms of thereof and the other Operative DocumentsDocument. The Administrative Agent shall pursue the its remedies under the Operative Loan Documents following a Loan Event of Default in good faith and in a commercially reasonable manner and in accordance with the instructions of the Majority Tranche B Lenders provided, however, Administrative Agent shall be under no obligation to pursue such remedies unless such Majority Tranche B Lenders have offered to Administrative Agent security or indemnity satisfactory to it as to the terms, coverage, duration, amount or otherwise with respect to the costs, expenses and liabilities that may be incurred by it in compliance with such written instructions, requests or directions; provided further Administrative Agent shall not, without the consent of (i) Indenture Trustee in accordance with the terms of the Indenture and (ii) Majority Tranche B Lenders (A) approve any plan of reorganization or liquidation arising out of a Lease Event of Default of the type described in Section 23(h) of the Lease Agreement, a Tranche A Event of Default of the type described in Sections 5.01(h) and (i) of the Indenture or a Tranche B Event of Default of the type described in Section 5.1.4 of the Tranche B Loan Agreement (B) approve, sell or cause the sale of Equipment in a single transaction or a series of related transactions of Equipment with value in excess of $30,000,000 (other than a sale in accordance with the terms of the Lease Agreement provided no Lease Event of Default has occurred and is continuing)Lenders. The appointment and authority of the Administrative Agent hereunder shall terminate upon the indefeasible payment in full of all amounts owed Indenture TrusteeLenders, each Secured Party, the Administrative Agent and the Collateral Agent under the Operative Documents. (b) (i) Indenture Trustee, for itself Lenders hereby appoint and on behalf of Tranche A Noteholders, and (ii) each Tranche B Lender hereby appoints and authorizes authorize the Collateral Agent to take such action as agent on their behalf and to exercise such powers under this Agreement and the other Operative Documents as are delegated to the Collateral Agent by the terms hereof and thereof, together with such powers as are reasonably incidental thereto. The Collateral Agent shall act solely as agent agents for Indenture Trustee and Tranche B the Lenders and does not assume nor shall be deemed to assume any obligation or relationship of trust or agency with any of Lessee, Lessor, Limited PartnersCertificate Holders, Lessor General Partner Guarantor or Guarantorany of their successors or assigns. As to any matters not expressly provided for by a Operative Document (including enforcement or collection of the Tranche A Notes or the Tranche B LoansNotes), the Collateral Agent shall not be required nor authorized to exercise any discretion or take any action, but shall be required to act or to refrain from acting (and shall be fully protected in so acting or refraining from acting) upon the instructions of Administrative Agent acting on behalf of Secured Partiesthe Majority Lenders, and such instructions shall be binding upon Indenture Trustee and all Secured PartiesLenders; provided, however, the Collateral Agent shall not be required to take any action which exposes it to personal liability or which is contrary to any Operative Document or Applicable Law. The Collateral Agent agrees to give to Indenture Trustee and Tranche B Lenders prompt notice of each notice given to it by Lessor or Lessee pursuant to the terms of this Agreement; provided, provided however, the Collateral Agent shall not be deemed to have any notice of a Loan Default or Loan Event of Default unless it has received notice of such from another party hereto. The Collateral Agent may, with the prior consent of the Majority Lenders, agree to any waiver or amendment of the Operative Documents (other than Operative Documents to which a Lender or Lenders are a party) on behalf of Lenders; provided, however, Collateral Agent will not, without the prior consent of all Lenders, agree to any waiver or amendment that would (i) postpone the time or times for payment of any Availability Fee or any amount payable under this Agreement or the Lease Agreement, or (ii) reduce the Lease Payment payable under this Agreement or the Lease Agreement, or the principal amount of any Lender Commitment. The Collateral Agent will not, without the prior consent of all Lenders, agree to any waiver or amendment that would, prior to the payment in full of the Secured Obligations, release all or substantially all of the Lessor Collateral from the Lien created by the Loan Documents, other than in accordance with the terms thereof and the other Operative Document. The Collateral Agent shall pursue the its remedies of Secured Parties under the Operative Loan Documents following a Loan Event of Default in accordance with the instructions of Administrative Agent; provided, however, Collateral Agent shall be under no obligation to pursue such remedies unless one or more Tranche B Lenders have offered to Collateral Agent security or indemnity satisfactory to it as to the terms, coverage, duration, amount or otherwise with respect to the costs, expenses and liabilities that may be incurred by it in compliance with such written instructions, requests or directionsMajority Lenders. The appointment and authority of the Collateral Agent hereunder shall terminate upon the indefeasible payment in full of all amounts owed Indenture TrusteeLenders, each Secured Party, the Administrative Agent and the Collateral Agent under the Operative Documents.

Authorization and Action of Administrative Agent. (a) (i) Indenture Trustee for itself and on behalf of Tranche A Noteholders and (ii) each Tranche B Lender hereby appoints and authorizes Administrative Agent to take such action as agent on their behalf and to exercise such powers under this Agreement and the other Operative Documents as are delegated to Administrative Agent by the terms hereof and thereof, together with such powers as are reasonably incidental thereto. Except as otherwise provided in the Limited Partnership Agreement, Administrative Agent shall act solely as agents for Indenture Trustee and Tranche B Lenders and does not assume nor shall be deemed to assume any obligation or relationship of trust or agency with any of Lessee, Lessor, or Guarantor. As to any matters not expressly provided for by a Operative Document (including enforcement or collection of the Tranche A Notes or Tranche B Loans), Administrative Agent shall not be required nor authorized to exercise any discretion or take any action, but shall be required to act or to refrain from acting (and shall be fully protected in so acting or refraining from acting) upon the instructions of (i) Indenture Trustee acting on behalf of Majority Tranche A Noteholders, and (ii) Majority Tranche B Lenders, and such instructions shall be binding, in the case of instructions under clause (i), upon Indenture Trustee and each Tranche A Noteholder and, in the case of instructions under clause (ii), upon each Tranche B Lender; provided, however, Administrative Agent shall not be required to take any action -------- ------- which exposes it to personal liability or which is contrary to any Operative Document or Applicable Law. Administrative Agent agrees to give to Indenture Trustee, and Tranche B Lenders prompt notice of each notice given to it by Lessor or Lessee pursuant to the terms of this Agreement; provided, however, -------- ------- Administrative Agent shall not be deemed to have any notice of a Loan Default or Loan Event of Default unless it has received notice of such from another party hereto. Administrative Agent may, with the prior consent of Indenture Trustee acting on behalf of Majority Tranche A Noteholders, or Majority Tranche B Lenders, as the case may be, agree to any waiver or amendment of the Operative Documents on behalf of all Tranche A Noteholders, or all Tranche B Lenders, as the case may be; provided, however, Administrative Agent will not, without the -------- ------- prior consent of (i) Indenture Trustee acting on behalf of all Tranche A Noteholders, and (ii) all Tranche B Lenders, agree to any waiver or amendment that would (A) postpone the time or times for payment of any amount payable under this Agreement or the Lease Agreement or (B) reduce any Lease Payment payable under this Agreement or the Lease Agreement. Administrative Agent will not, without the prior consent of (i) Indenture Trustee on behalf of all Tranche A Noteholders and (ii) all Tranche B Lenders, agree to any waiver or amendment that would, prior to the payment in full of the Secured Obligations, release all or substantially all of the Lessor Collateral from the Lien created by the Security Documents, other than in accordance with the terms of the Operative Documents. Administrative Agent shall pursue the remedies under the Operative Documents following a Loan Event of Default in good faith and in a commercially reasonable manner and in accordance with the instructions of Majority Tranche B Lenders provided, however, Administrative Agent shall be under no obligation to -------- ------- pursue such remedies unless such Majority Tranche B Lenders have offered to Administrative Agent security or indemnity satisfactory to it as to the terms, coverage, duration, amount or otherwise with respect to the costs, expenses and liabilities that may be incurred by it in compliance with such written instructions, requests or directions; provided further Administrative Agent -------- ------- shall not, without the consent of (i) Indenture Trustee in accordance with the terms of the Indenture and (ii) Majority Tranche B Lenders (A) approve any plan of reorganization or liquidation arising out of a Lease Event of Default of the type described in Section 23(h) of the Lease Agreement, a Tranche A Event of Default of the type described in Sections 5.01(h) and (i) of the Indenture or a Tranche B Event of Default of the type described in Section 5.1.4 of the Tranche B Loan Agreement (B) approve, sell or cause the sale of Equipment in a single transaction or a series of related transactions of Equipment with value in excess of $30,000,000 (other than a sale in accordance with the terms of the Lease Agreement provided no Lease Event of Default has occurred and is continuing). The appointment and authority of Administrative Agent hereunder shall terminate upon the indefeasible payment in full of all amounts owed Indenture Trustee, each Secured Party, Administrative Agent and Collateral Agent under the Operative Documents. (b) (i) Indenture Trustee, for itself and on behalf of Tranche A Noteholders, and (ii) each Tranche B Lender hereby appoints and authorizes Collateral Agent to take such action as agent on their behalf and to exercise such powers under this Agreement and the other Operative Documents as are delegated to Collateral Agent by the terms hereof and thereof, together with such powers as are reasonably incidental thereto. Collateral Agent shall act solely as agent for Indenture Trustee and Tranche B Lenders and does not assume nor shall be deemed to assume any obligation or relationship of trust or agency with any of Lessee, Lessor, Limited Partners, Lessor General Partner or Guarantor. As to any matters not expressly provided for by a Operative Document (including enforcement or collection of the Tranche A Notes or the Tranche B Loans), Collateral Agent shall not be required nor authorized to exercise any discretion or take any action, but shall be required to act or to refrain from acting (and shall be fully protected in so acting or refraining from acting) upon the instructions of Administrative Agent acting on behalf of Secured Parties, and such instructions shall be binding upon Indenture Trustee and all Secured Parties; provided, however, Collateral Agent shall not be required to -------- ------- take any action which exposes it to personal liability or which is contrary to any Operative Document or Applicable Law. Collateral Agent agrees to give to Indenture Trustee and Tranche B Lenders prompt notice of each notice given to it by Lessor or Lessee pursuant to the terms of this Agreement; provided, however, -------- ------- Collateral Agent shall not be deemed to have any notice of a Loan Default or Loan Event of Default unless it has received notice of such from another party hereto. Collateral Agent shall pursue the remedies of Secured Parties under the Operative Documents following a Loan Event of Default in accordance with the instructions of Administrative Agent; provided, however, Collateral Agent shall -------- ------- be under no obligation to pursue such remedies unless one or more Tranche B Lenders have offered to Collateral Agent security or indemnity satisfactory to it as to the terms, coverage, duration, amount or otherwise with respect to the costs, expenses and liabilities that may be incurred by it in compliance with such written instructions, requests or directions. The appointment and authority of Collateral Agent hereunder here-under shall terminate upon the indefeasible payment in full of all amounts owed Indenture Trustee, each Secured Party, Administrative Agent and Collateral Agent under the Operative Documents.

Authorization and Action of Administrative Agent. (a) (i) Indenture Trustee for itself Lenders and on behalf of Tranche A Noteholders Certificate Holders hereby appoint and (ii) each Tranche B Lender hereby appoints and authorizes authorize Administrative Agent to take such action as agent on their behalf and to exercise such powers under this Agreement and the other Operative Documents as are delegated to Administrative Agent by the terms hereof and thereof, together with such powers as are reasonably incidental thereto. Except as otherwise provided in the Limited Partnership Agreement, The Administrative Agent shall act solely as agents for Indenture Trustee the Lenders and Tranche B Lenders Certificate Holders and does not assume nor shall be deemed to assume any obligation or relationship of trust or agency with any of Lessee, Lessor, Guarantor or Guarantorany of their successors or assigns. As to any matters not expressly provided for by a Operative Document (including enforcement or collection of the Tranche A Notes or Tranche B LoansCertificates), the Administrative Agent shall not be required nor authorized to exercise any discretion or take any action, but shall be required to act or to refrain from acting (and shall be fully protected in so acting or refraining from acting) upon the instructions of (i) Indenture Trustee acting on behalf of the Majority Tranche A Noteholders, Lenders and (ii) the Majority Tranche B LendersCertificate Holders, and such instructions shall be binding, in the case of instructions under clause (i), binding upon Indenture Trustee Lenders and each Tranche A Noteholder and, in the case of instructions under clause (ii), upon each Tranche B LenderCertificate Holders; provided, however, the Administrative Agent shall not be required to take any action which exposes it to personal liability or which is contrary to any Operative Document or Applicable Law. The Administrative Agent agrees to give to Indenture Trustee, Lenders and Tranche B Lenders the Certificate Holders prompt notice of each notice given to it by Lessor or Lessee pursuant to the terms of this Agreement; provided, however, the Administrative Agent shall not be deemed to have any notice of a Loan Default or Loan Event of Default unless it has received notice of such from another party hereto. The Administrative Agent may, with the prior consent of Indenture Trustee acting on behalf of the Majority Tranche A Noteholders, Lenders or the Majority Tranche B LendersCertificate Holders, as the case may be, agree to any waiver or amendment of the Operative Documents (other than Operative Documents to which such Person is a party) on behalf of all Tranche A Noteholders, Lenders or all Tranche B Lenders, as the case may beCertificate Holders; provided, however, Administrative Agent will not, without the prior consent of (i) Indenture Trustee acting on behalf of all Tranche A Noteholders, Lenders and (ii) all Tranche B LendersCertificate Holders, agree to any waiver or amendment that would (Ai) postpone the time or times for payment of any Availability Fee or any amount payable under this Agreement or the Lease Agreement Agreement, or (Bii) reduce any the Lease Payment payable under this Agreement or the Lease Agreement, or the principal amount of any Lender Commitment or Certificate Holder Commitment. Administrative Agent will not, without the prior consent of (i) Indenture Trustee on behalf of all Tranche A Noteholders and (ii) all Tranche B Lenders, agree to any waiver or amendment that would, prior to the payment in full of the Secured Obligations, release all or substantially all of the Lessor Collateral from the Lien created by the Security Loan Documents, other than in accordance with the terms of thereof and the other Operative DocumentsDocument. The Administrative Agent shall pursue the its remedies under the Operative Loan Documents following a Loan Event of Default in good faith and in a commercially reasonable manner and in accordance with the instructions of the Majority Tranche B Lenders provided, however, the Administrative Agent shall be under no obligation to pursue such remedies unless such Majority Tranche B Lenders have offered to the Administrative Agent security or indemnity satisfactory to it as to the terms, coverage, duration, amount or otherwise with respect to the costs, expenses and liabilities that may be incurred by it in compliance with such written instructions, requests or directions; provided further Administrative Agent shall not, without the consent of (i) Indenture Trustee in accordance with the terms of the Indenture and (ii) Majority Tranche B Lenders (A) approve any plan of reorganization or liquidation arising out of a Lease Event of Default of the type described in Section 23(h) of the Lease Agreement, a Tranche A Event of Default of the type described in Sections 5.01(h) and (i) of the Indenture or a Tranche B Event of Default of the type described in Section 5.1.4 of the Tranche B Loan Agreement (B) approve, sell or cause the sale of Equipment in a single transaction or a series of related transactions of Equipment with value in excess of $30,000,000 (other than a sale in accordance with the terms of the Lease Agreement provided no Lease Event of Default has occurred and is continuing). The appointment and authority of the Administrative Agent hereunder shall terminate upon the indefeasible payment in full of all amounts owed Indenture TrusteeLenders, each Secured Party, the Administrative Agent and the Collateral Agent under the Operative Documents. (b) (i) Indenture Trustee, for itself Lenders hereby appoint and on behalf of Tranche A Noteholders, and (ii) each Tranche B Lender hereby appoints and authorizes authorize the Collateral Agent to take such action as agent on their behalf and to exercise such powers under this Agreement and the other Operative Documents as are delegated to the Collateral Agent by the terms hereof and thereof, together with such powers as are reasonably incidental thereto. The Collateral Agent shall act solely as agent agents for Indenture Trustee and Tranche B the Lenders and does not assume nor shall be deemed to assume any obligation or relationship of trust or agency with any of Lessee, Lessor, Limited PartnersCertificate Holders, Lessor General Partner Guarantor or Guarantorany of their successors or assigns. As to any matters not expressly provided for by a Operative Document (including enforcement or collection of the Tranche A Notes or the Tranche B LoansNotes), the Collateral Agent shall not be required nor authorized to exercise any discretion or take any action, but shall be required to act or to refrain from acting (and shall be fully protected in so acting or refraining from acting) upon the instructions of Administrative Agent acting on behalf of Secured Partiesthe Majority Lenders, and such instructions shall be binding upon Indenture Trustee and all Secured PartiesLenders; provided, however, the Collateral Agent shall not be required to take any action which exposes it to personal liability or which is contrary to any Operative Document or Applicable Law. The Collateral Agent agrees to give to Indenture Trustee and Tranche B Lenders prompt notice of each notice given to it by Lessor or Lessee pursuant to the terms of this Agreement; provided, however, the Collateral Agent shall not be deemed to have any notice of a Loan Default or Loan Event of Default unless it has received notice of such from another party hereto. The Collateral Agent may, with the prior consent of the Majority Lenders, agree to any waiver or amendment of the Operative Documents (other than Operative Documents to which a Lender or Lenders are a party) on behalf of Lenders; provided, however, Collateral Agent will not, without the prior consent of all Lenders, agree to any waiver or amendment that would (i) postpone the time or times for payment of any Availability Fee or any amount payable under this Agreement or the Lease Agreement, or (ii) reduce the Lease Payment payable under this Agreement or the Lease Agreement, or the principal amount of any Lender Commitment. The Collateral Agent will not, without the prior consent of all Lenders, agree to any waiver or amendment that would, prior to the payment in full of the Secured Obligations, release all or substantially all of the Lessor Collateral from the Lien created by the Loan Documents, other than in accordance with the terms thereof and the other Operative Document. The Collateral Agent shall pursue the its remedies of Secured Parties under the Operative Loan Documents following a Loan Event of Default in accordance with the instructions of Administrative Agentthe Majority Lenders; provided, however, the Collateral Agent shall be under no obligation to pursue such remedies unless one or more Tranche B such Majority Lenders have offered to the Collateral Agent security or indemnity satisfactory to it as to the terms, coverage, duration, amount or otherwise with respect to the costs, expenses and liabilities that may be incurred by it in compliance with such written instructions, requests or directions. The appointment and authority of the Collateral Agent hereunder shall terminate upon the indefeasible payment in full of all amounts owed Indenture TrusteeLenders, each Secured Party, the Administrative Agent and the Collateral Agent under the Operative Documents.

Authorization and Action of Administrative Agent. (a) (i) Indenture Trustee for itself and on behalf of Tranche A Noteholders and (ii) each Tranche B Lender hereby appoints and authorizes Administrative Agent to take such action as agent on their behalf and to exercise such powers under this Agreement and the other Operative Documents as are delegated to Administrative Agent by the terms hereof and thereof, together with such powers as are reasonably incidental thereto. Except as otherwise provided in the Limited Partnership Agreement, Administrative Agent shall act solely as agents for Indenture Trustee and Tranche B Lenders and does not assume nor shall be deemed to assume any obligation or relationship of trust or agency with any of Lessee, Lessor, or Guarantor. As to any matters not expressly provided for by a Operative Document (including enforcement or collection of the Tranche A Notes or Tranche B Loans), Administrative Agent shall not be required nor authorized to exercise any discretion or take any action, but shall be required to act or to refrain from acting (and shall be fully protected in so acting or refraining from acting) upon the instructions of (i) Indenture Trustee acting on behalf of Majority Tranche A Noteholders, and (ii) Majority Tranche B Lenders, and such instructions shall be binding, in the case of instructions under clause (i), upon Indenture Trustee and each Tranche A Noteholder and, in the case of instructions under clause (ii), upon each Tranche B Lender; provided, however, Administrative Agent shall not be required to take any action which exposes it to personal liability or which is contrary to any Operative Document or Applicable Law. Administrative Agent agrees to give to Indenture Trustee, and Tranche B Lenders prompt notice of each notice given to it by Lessor or Lessee pursuant to the terms of this Agreement; provided, however, Administrative Agent shall not be deemed to have any notice of a Loan Default or Loan Event of Default unless it has received notice of such from another party hereto. Administrative Agent may, with the prior consent of Indenture Trustee acting on behalf of Majority Tranche A Noteholders, or Majority Tranche B Lenders, as the case may be, agree to any waiver or amendment of the Operative Documents on behalf of all Tranche A Noteholders, or all Tranche B Lenders, as the case may be; provided, however, Administrative Agent will not, without the prior consent of (i) Indenture Trustee acting on behalf of all Tranche A Noteholders, and (ii) all Tranche B Lenders, agree to any waiver or amendment that would (A) postpone the time or times for payment of any amount payable under this Agreement or the Lease Agreement or (B) reduce any Lease Payment payable under this Agreement or the Lease Agreement. Administrative Agent will not, without the prior consent of (i) Indenture Trustee on behalf of all Tranche A Noteholders and (ii) all Tranche B Lenders, agree to any waiver or amendment that would, prior to the payment in full of the Secured Obligations, release all or substantially all of the Lessor Collateral from the Lien created by the Security Documents, other than in accordance with the terms of the Operative Documents. Administrative Agent shall pursue the remedies under the Operative Documents following a Loan Event of Default in good faith and in a commercially reasonable manner and in accordance with the instructions of Majority Tranche B Lenders provided, however, Administrative Agent shall be under no obligation to pursue such remedies unless such Majority Tranche B Lenders have offered to Administrative Agent security or indemnity satisfactory to it as to the terms, coverage, duration, amount or otherwise with respect to the costs, expenses and liabilities that may be incurred by it in compliance with such written instructions, requests or directions; provided further Administrative Agent shall not, without the consent of (i) Indenture Trustee in accordance with the terms of the Indenture and (ii) Majority Tranche B Lenders (A) approve any plan of reorganization or liquidation arising out of a Lease Event of Default of the type described in Section 23(h) of the Lease Agreement, a Tranche A Event of Default of the type described in Sections 5.01(h) and (i) of the Indenture or a Tranche B Event of Default of the type described in Section 5.1.4 of the Tranche B Loan Agreement (B) approve, sell or cause the sale of Equipment in a single transaction or a series of related transactions of Equipment with value in excess of $30,000,000 (other than a sale in accordance with the terms of the Lease Agreement provided no Lease Event of Default has occurred and is continuing). The appointment and authority of Administrative Agent hereunder shall terminate upon the indefeasible payment in full of all amounts owed Indenture Trustee, each Secured Party, Administrative Agent and Collateral Agent under the Operative Documents. (b) (i) Indenture Trustee, for itself and on behalf of Tranche A Noteholders, and (ii) each Tranche B Lender hereby appoints and authorizes Collateral Agent to take such action as agent on their behalf and to exercise such powers under this Agreement and the other Operative Documents as are delegated to Collateral Agent by the terms hereof and thereof, together with such powers as are reasonably incidental thereto. Collateral Agent shall act solely as agent for Indenture Trustee and Tranche B Lenders and does not assume nor shall be deemed to assume any obligation or relationship of trust or agency with any of Lessee, Lessor, Limited Partners, Lessor General Partner or Guarantor. As to any matters not expressly provided for by a Operative Document (including enforcement or collection of the Tranche A Notes or the Tranche -68- B Loans), Collateral Agent shall not be required nor authorized to exercise any discretion or take any action, but shall be required to act or to refrain from acting (and shall be fully protected in so acting or refraining from acting) upon the instructions of Administrative Agent acting on behalf of Secured Parties, and such instructions shall be binding upon Indenture Trustee and all Secured Parties; provided, however, Collateral Agent shall not be required to take any action which exposes it to personal liability or which is contrary to any Operative Document or Applicable Law. Collateral Agent agrees to give to Indenture Trustee and Tranche B Lenders prompt notice of each notice given to it by Lessor or Lessee pursuant to the terms of this Agreement; provided, however, Collateral Agent shall not be deemed to have any notice of a Loan Default or Loan Event of Default unless it has received notice of such from another party hereto. Collateral Agent shall pursue the remedies of Secured Parties under the Operative Documents following a Loan Event of Default in accordance with the instructions of Administrative Agent; provided, however, Collateral Agent shall be under no obligation to pursue such remedies unless one or more Tranche B Lenders have offered to Collateral Agent security or indemnity satisfactory to it as to the terms, coverage, duration, amount or otherwise with respect to the costs, expenses and liabilities that may be incurred by it in compliance with such written instructions, requests or directions. The appointment and authority of Collateral Agent hereunder shall terminate upon the indefeasible payment in full of all amounts owed Indenture Trustee, each Secured Party, Administrative Agent and Collateral Agent under the Operative Documents. (c) Lessor and Tranche B Lenders hereby designate Administrative Agent, and Administrative Agent hereby agrees, to calculate the interest due on the Tranche B Loans, the Equity Yield and the Floating Lease Payments on each Floating Payment Date and give notice of such amounts to Lessee, Lessor, and each Tranche B Lender at least two (2) Business Days before such Floating Payment Date.

Authorization and Action of Administrative Agent. (a) (i) Indenture Trustee for itself and on behalf Each of Tranche A Noteholders and (ii) each Tranche B Lender the Purchaser Agents hereby appoints and authorizes the Administrative Agent to take such action as agent on their its behalf and to exercise such powers under this Agreement and the other Operative Transaction Documents as are expressly delegated to the Administrative Agent by the terms hereof and thereof, together with such powers as are reasonably incidental thereto. Except In furtherance, and without limiting the generality, of the foregoing, each of the Purchaser Agents hereby appoints the Administrative Agent as otherwise provided its agent to execute and deliver all further instruments and documents, and take all further action that the Administrative Agent may deem necessary or appropriate or that the Purchaser Agents may reasonably request in order to perfect, protect or more fully evidence the Limited Partnership interests transferred or to be transferred from time to time by the Transferor hereunder, or to enable any of them to exercise or enforce any of their respective rights hereunder, including, without limitation, the execution by the Administrative Agent as secured party/assignee of such financing or continuation statements, or amendments thereto or assignments thereof, relative to all or any of the Receivables now existing or hereafter arising, and such other instruments or notices, as may be necessary or appropriate for the purposes stated herein above. With respect to any actions which are incidental to the actions specifically delegated to the Administrative Agent hereunder, and in any event with respect to any action taken or to be taken by the Administrative Agent with respect to any Loss Sharing Agreement, Administrative Agent shall act solely as agents for Indenture Trustee and Tranche B Lenders and does not assume nor shall be deemed to assume any obligation or relationship of trust or agency with any of Lessee, Lessor, or Guarantor. As to any matters not expressly provided for by a Operative Document (including enforcement or collection of the Tranche A Notes or Tranche B Loans), Administrative Agent shall not be required nor authorized to exercise any discretion or take any actionsuch incidental action hereunder, but shall be required to act or to refrain from acting (and shall be fully protected in so acting or refraining from acting) upon the instructions direction of (i) Indenture Trustee acting on behalf of Majority Tranche A Noteholders, and (ii) Majority Tranche B Lenders, and such instructions shall be binding, in the case of instructions under clause (i), upon Indenture Trustee and each Tranche A Noteholder and, in the case of instructions under clause (ii), upon each Tranche B LenderPurchaser Agents; provided, however, that the Administrative Agent shall not be required to take any action which exposes it to personal liability hereunder if the taking of such action, in the reasonable determination of the Administrative Agent, shall be in violation of any applicable law, rule or which is regulation or contrary to any Operative Document or Applicable Law. Administrative Agent agrees to give to Indenture Trustee, and Tranche B Lenders prompt notice provision of each notice given to it by Lessor or Lessee pursuant to the terms of this Agreement; provided, however, Administrative Agent shall not be deemed to have any notice of a Loan Default or Loan Event of Default unless it has received notice of such from another party hereto. Administrative Agent may, with the prior consent of Indenture Trustee acting on behalf of Majority Tranche A Noteholders, or Majority Tranche B Lenders, as the case may be, agree to any waiver or amendment of the Operative Documents on behalf of all Tranche A Noteholders, or all Tranche B Lenders, as the case may be; provided, however, Administrative Agent will not, without the prior consent of (i) Indenture Trustee acting on behalf of all Tranche A Noteholders, and (ii) all Tranche B Lenders, agree to any waiver or amendment that would (A) postpone the time or times for payment of any amount payable under this Agreement or shall expose the Lease Agreement or (B) reduce any Lease Payment payable under this Agreement or the Lease Agreement. Administrative Agent will not, without the prior consent of (i) Indenture Trustee on behalf of all Tranche A Noteholders and (ii) all Tranche B Lenders, agree to any waiver liability hereunder or amendment that would, prior to the payment in full of the Secured Obligations, release all or substantially all of the Lessor Collateral from the Lien created by the Security Documents, other than in accordance with the terms of the Operative Documents. Administrative Agent shall pursue the remedies under the Operative Documents following a Loan Event of Default in good faith and in a commercially reasonable manner and in accordance with the instructions of Majority Tranche B Lenders provided, however, Administrative Agent shall be under no obligation to pursue such remedies unless such Majority Tranche B Lenders have offered to Administrative Agent security or indemnity satisfactory to it as to the terms, coverage, duration, amount or otherwise with respect to the costs, expenses and liabilities that may be incurred by it in compliance with such written instructions, requests or directions; provided further Administrative Agent shall not, without the consent of (i) Indenture Trustee in accordance with the terms of the Indenture and (ii) Majority Tranche B Lenders (A) approve any plan of reorganization or liquidation arising out of a Lease Event of Default of the type described in Section 23(h) of the Lease Agreement, a Tranche A Event of Default of the type described in Sections 5.01(h) and (i) of the Indenture or a Tranche B Event of Default of the type described in Section 5.1.4 of the Tranche B Loan Agreement (B) approve, sell or cause the sale of Equipment in a single transaction or a series of related transactions of Equipment with value in excess of $30,000,000 (other than a sale in accordance with the terms of the Lease Agreement provided no Lease Event of Default has occurred and is continuing). The appointment and authority of Administrative Agent hereunder shall terminate upon the indefeasible payment in full of all amounts owed Indenture Trustee, each Secured Party, Administrative Agent and Collateral Agent under the Operative Documentsotherwise. (b) (i) Indenture Trustee, for itself and on behalf of Tranche A Noteholders, and (ii) each Tranche B Lender hereby appoints and authorizes Collateral The Administrative Agent to take such action as agent on their behalf and to shall exercise such rights and powers under vested in it by this Agreement and the other Operative Documents as are delegated to Collateral Agent by the terms hereof and thereof, together with such powers as are reasonably incidental thereto. Collateral Agent shall act solely as agent for Indenture Trustee and Tranche B Lenders and does not assume nor shall be deemed to assume any obligation or relationship of trust or agency with any of Lessee, Lessor, Limited Partners, Lessor General Partner or Guarantor. As to any matters not expressly provided for by a Operative Document (including enforcement or collection of the Tranche A Notes or the Tranche B Loans), Collateral Agent shall not be required nor authorized to exercise any discretion or take any action, but shall be required to act or to refrain from acting (and shall be fully protected in so acting or refraining from acting) upon the instructions of Administrative Agent acting on behalf of Secured PartiesTransaction Documents, and such instructions shall be binding upon Indenture Trustee use the same degree of care and all Secured Parties; providedskill in their exercise, however, Collateral Agent shall not be required to take any action which exposes it to personal liability as a prudent person would exercise or which is contrary to any Operative Document or Applicable Law. Collateral Agent agrees to give to Indenture Trustee and Tranche B Lenders prompt notice of each notice given to it by Lessor or Lessee pursuant to use under the terms of this Agreement; provided, however, Collateral Agent shall not be deemed to have any notice of a Loan Default or Loan Event of Default unless it has received notice circumstances in the conduct of such from another party hereto. Collateral Agent shall pursue the remedies of Secured Parties under the Operative Documents following a Loan Event of Default in accordance with the instructions of Administrative Agent; provided, however, Collateral Agent shall be under no obligation to pursue such remedies unless one or more Tranche B Lenders have offered to Collateral Agent security or indemnity satisfactory to it as to the terms, coverage, duration, amount or otherwise with respect to the costs, expenses and liabilities that may be incurred by it in compliance with such written instructions, requests or directions. The appointment and authority of Collateral Agent hereunder shall terminate upon the indefeasible payment in full of all amounts owed Indenture Trustee, each Secured Party, Administrative Agent and Collateral Agent under the Operative Documentsperson's own affairs.

Authorization and Action of Administrative Agent. (a) (i) Indenture Trustee for itself Each Conduit Purchaser and on behalf of Tranche A Noteholders and (ii) each Tranche B Lender Alternate Purchaser hereby appoints and authorizes the Administrative Agent to take such action as agent on their its behalf and to exercise such powers under this Agreement and the other Operative Documents Principal Agreements as are delegated to the Administrative Agent by the terms hereof and thereof, together with such powers as are reasonably incidental thereto. Except as otherwise provided in In furtherance, and without limiting the Limited Partnership Agreementgenerality, of the foregoing, each Conduit Purchaser and each Alternate Purchaser hereby appoints the Administrative Agent shall act solely as agents for Indenture Trustee its agent to execute and Tranche B Lenders deliver all further instruments and does not assume nor shall documents, and agrees to take all further action that the Administrative Agent may deem necessary or appropriate or that a Conduit Purchaser or an Alternate Purchaser may reasonably request in order to perfect, protect or more fully evidence the interests transferred or to be deemed transferred from time to assume any obligation time by the Transferor hereunder, or relationship of trust or agency with to enable any of Lesseethem to exercise or enforce any of their respective rights hereunder. With respect to actions which are incidental to the actions specifically delegated to the Administrative Agent hereunder, Lessor, or Guarantor. As to any matters not expressly provided for by a Operative Document (including enforcement or collection of the Tranche A Notes or Tranche B Loans), Administrative Agent shall not be required nor authorized to exercise any discretion or take any actionsuch incidental action hereunder, but shall be required to act or to refrain from acting (and shall be fully protected in so acting or refraining from acting) upon the instructions direction of (i) Indenture Trustee acting on behalf of Majority Tranche A Noteholders, and (ii) Majority Tranche B Lenders, and such instructions shall be binding, in the case of instructions under clause (i), upon Indenture Trustee and each Tranche A Noteholder and, in the case of instructions under clause (ii), upon each Tranche B LenderManaging Agents; provided, however, the Administrative Agent shall not be required to take any action which exposes it to personal liability hereunder if the taking of such action, in the reasonable determination of the Administrative Agent, shall be in violation of any applicable law, rule or which is regulation or contrary to any Operative Document or Applicable Law. Administrative Agent agrees to give to Indenture Trustee, and Tranche B Lenders prompt notice provision of each notice given to it by Lessor or Lessee pursuant to the terms of this Agreement; provided, however, Administrative Agent shall not be deemed to have any notice of a Loan Default or Loan Event of Default unless it has received notice of such from another party hereto. Administrative Agent may, with the prior consent of Indenture Trustee acting on behalf of Majority Tranche A Noteholders, or Majority Tranche B Lenders, as the case may be, agree to any waiver or amendment of the Operative Documents on behalf of all Tranche A Noteholders, or all Tranche B Lenders, as the case may be; provided, however, Administrative Agent will not, without the prior consent of (i) Indenture Trustee acting on behalf of all Tranche A Noteholders, and (ii) all Tranche B Lenders, agree to any waiver or amendment that would (A) postpone the time or times for payment of any amount payable under this Agreement or shall expose the Lease Agreement or (B) reduce any Lease Payment payable under this Agreement or the Lease Agreement. Administrative Agent will not, without the prior consent of (i) Indenture Trustee on behalf of all Tranche A Noteholders and (ii) all Tranche B Lenders, agree to any waiver liability hereunder or amendment that would, prior to the payment in full of the Secured Obligations, release all or substantially all of the Lessor Collateral from the Lien created by the Security Documents, other than in accordance with the terms of the Operative Documents. Administrative Agent shall pursue the remedies under the Operative Documents following a Loan Event of Default in good faith and in a commercially reasonable manner and in accordance with the instructions of Majority Tranche B Lenders provided, however, Administrative Agent shall be under no obligation to pursue such remedies unless such Majority Tranche B Lenders have offered to Administrative Agent security or indemnity satisfactory to it as to the terms, coverage, duration, amount or otherwise with respect to the costs, expenses and liabilities that may be incurred by it in compliance with such written instructions, requests or directions; provided further Administrative Agent shall not, without the consent of (i) Indenture Trustee in accordance with the terms of the Indenture and (ii) Majority Tranche B Lenders (A) approve any plan of reorganization or liquidation arising out of a Lease Event of Default of the type described in Section 23(h) of the Lease Agreement, a Tranche A Event of Default of the type described in Sections 5.01(h) and (i) of the Indenture or a Tranche B Event of Default of the type described in Section 5.1.4 of the Tranche B Loan Agreement (B) approve, sell or cause the sale of Equipment in a single transaction or a series of related transactions of Equipment with value in excess of $30,000,000 (other than a sale in accordance with the terms of the Lease Agreement provided no Lease Event of Default has occurred and is continuing). The appointment and authority of Administrative Agent hereunder shall terminate upon the indefeasible payment in full of all amounts owed Indenture Trustee, each Secured Party, Administrative Agent and Collateral Agent under the Operative Documentsotherwise. (b) (i) Indenture Trustee, for itself and on behalf of Tranche A Noteholders, and (ii) each Tranche B Lender hereby appoints and authorizes Collateral The Administrative Agent to take such action as agent on their behalf and to shall exercise such rights and powers under vested in it by this Agreement and the other Operative Documents as are delegated to Collateral Agent by the terms hereof and thereof, together with such powers as are reasonably incidental thereto. Collateral Agent shall act solely as agent for Indenture Trustee and Tranche B Lenders and does not assume nor shall be deemed to assume any obligation or relationship of trust or agency with any of Lessee, Lessor, Limited Partners, Lessor General Partner or Guarantor. As to any matters not expressly provided for by a Operative Document (including enforcement or collection of the Tranche A Notes or the Tranche B Loans), Collateral Agent shall not be required nor authorized to exercise any discretion or take any action, but shall be required to act or to refrain from acting (and shall be fully protected in so acting or refraining from acting) upon the instructions of Administrative Agent acting on behalf of Secured PartiesPrincipal Agreements, and such instructions shall be binding upon Indenture Trustee use the same degree of care and all Secured Parties; providedskill in their exercise, however, Collateral Agent shall not be required to take any action which exposes it to personal liability as a prudent person would exercise or which is contrary to any Operative Document or Applicable Law. Collateral Agent agrees to give to Indenture Trustee and Tranche B Lenders prompt notice of each notice given to it by Lessor or Lessee pursuant to use under the terms of this Agreement; provided, however, Collateral Agent shall not be deemed to have any notice of a Loan Default or Loan Event of Default unless it has received notice circumstances in the conduct of such from another party hereto. Collateral Agent shall pursue the remedies of Secured Parties under the Operative Documents following a Loan Event of Default in accordance with the instructions of Administrative Agent; provided, however, Collateral Agent shall be under no obligation to pursue such remedies unless one or more Tranche B Lenders have offered to Collateral Agent security or indemnity satisfactory to it as to the terms, coverage, duration, amount or otherwise with respect to the costs, expenses and liabilities that may be incurred by it in compliance with such written instructions, requests or directions. The appointment and authority of Collateral Agent hereunder shall terminate upon the indefeasible payment in full of all amounts owed Indenture Trustee, each Secured Party, Administrative Agent and Collateral Agent under the Operative Documentsperson's own affairs.

Authorization and Action of Administrative Agent. (a) (i) Indenture Trustee for itself The Conduit Lenders, the Facility Agents and on behalf the Alternate Lenders hereby accept the appointment of Tranche A Noteholders and (ii) each Tranche B Lender hereby appoints and authorizes authorize the Administrative Agent to take such action as agent on their behalf and to exercise such powers under this Agreement and the other Operative Documents as are delegated to the Administrative Agent by the terms hereof and thereofhereof, together with such powers as are reasonably incidental thereto. Except as otherwise provided The Administrative Agent reserves the right, in its sole discretion, to take any actions and exercise any rights or remedies under this Agreement and any related agreements and documents. Notwithstanding any provision to the Limited Partnership Agreementcontrary contained elsewhere in this Agreement or in any other Transaction Document, the Administrative Agent shall act solely as agents for Indenture Trustee and Tranche B Lenders and does not assume have any duties or responsibilities, except those expressly set forth in this Agreement, nor shall the Administrative Agent have or be deemed to assume have any obligation or fiduciary relationship of trust or agency with any of LesseeLender, Lessorand no implied covenants, functions, responsibilities, duties, obligations or Guarantorliabilities shall be read into this Agreement or any other Transaction Document or otherwise exist against the Administrative Agent. As to any matters not expressly provided for by a Operative Document (including enforcement or collection Without limiting the generality of the Tranche A Notes foregoing sentence, the use of the term "Administrative Agent" in this Agreement with reference to the Administrative Agent is not intended to connote any fiduciary or Tranche B Loans)other implied (or express) obligations arising under agency doctrine of any applicable law. Instead, such term is used merely as a matter of market custom, and is intended to create or reflect only an administrative relationship between independent contracting parties. The Administrative Agent may execute any of its duties under this Agreement or any other Transaction Document by or through agents, employees or attorneys-in-fact and shall be entitled to advice of counsel concerning all matters pertaining to such duties. The Administrative Agent shall not be required nor authorized responsible for the negligence or misconduct of any agent or attorney-in-fact that it selects with reasonable care. The Administrative Agent agrees to exercise give to the Facility Agents prompt notice of each notice and determination and a copy of each certificate and report (if such notice, report, determination, or certificate is not given by the applicable Person to the Facility Agents) given to it by the Borrower, the Portfolio Administrator, any discretion Seller, any Servicer, any Subservicer, the Valuation Agent, the Trustee or take any actionthe Eligible Lender Trustee, but shall be pursuant to the terms of this Agreement. Except for actions which the Administrative Agent is expressly required to act or take pursuant to refrain from acting (and shall be fully protected in so acting or refraining from acting) upon the instructions of (i) Indenture Trustee acting on behalf of Majority Tranche A Noteholdersthis Agreement, and (ii) Majority Tranche B Lenders, and such instructions shall be binding, in as the case of instructions under clause (i)may be, upon Indenture Trustee and each Tranche A Noteholder and, in the case of instructions under clause (ii), upon each Tranche B Lender; provided, however, Administrative Agent shall not be required to take any action which exposes it the Administrative Agent to personal liability or which is contrary to any Operative Document or Applicable Law. Administrative Agent agrees to give to Indenture Trustee, and Tranche B Lenders prompt notice of each notice given to it by Lessor or Lessee pursuant to applicable law unless the terms of this Agreement; provided, however, Administrative Agent shall not be deemed receive further assurances to have any notice of a Loan Default or Loan Event of Default unless it has received notice of such from another party hereto. Administrative Agent may, with the prior consent of Indenture Trustee acting on behalf of Majority Tranche A Noteholders, or Majority Tranche B Lenders, as the case may be, agree to any waiver or amendment of the Operative Documents on behalf of all Tranche A Noteholders, or all Tranche B Lenders, as the case may be; provided, however, Administrative Agent will not, without the prior consent of (i) Indenture Trustee acting on behalf of all Tranche A Noteholders, and (ii) all Tranche B Lenders, agree to any waiver or amendment that would (A) postpone the time or times for payment of any amount payable under this Agreement or the Lease Agreement or (B) reduce any Lease Payment payable under this Agreement or the Lease Agreement. Administrative Agent will not, without the prior consent of (i) Indenture Trustee on behalf of all Tranche A Noteholders and (ii) all Tranche B Lenders, agree to any waiver or amendment that would, prior to the payment in full of the Secured Obligations, release all or substantially all of the Lessor Collateral its satisfaction from the Lien created by the Security Documents, other than in accordance with the terms of the Operative Documents. Administrative Agent shall pursue the remedies under the Operative Documents following a Loan Event of Default in good faith Facility Agents that it will be indemnified against any and in a commercially reasonable manner all liability and in accordance with the instructions of Majority Tranche B Lenders provided, however, Administrative Agent shall be under no obligation to pursue such remedies unless such Majority Tranche B Lenders have offered to Administrative Agent security or indemnity satisfactory to it as to the terms, coverage, duration, amount or otherwise with respect to the costs, expenses and liabilities that expense which may be incurred by it in compliance with such written instructions, requests taking or directions; provided further Administrative Agent shall not, without the consent of (i) Indenture Trustee in accordance with the terms of the Indenture and (ii) Majority Tranche B Lenders (A) approve any plan of reorganization or liquidation arising out of a Lease Event of Default of the type described in Section 23(h) of the Lease Agreement, a Tranche A Event of Default of the type described in Sections 5.01(h) and (i) of the Indenture or a Tranche B Event of Default of the type described in Section 5.1.4 of the Tranche B Loan Agreement (B) approve, sell or cause the sale of Equipment in a single transaction or a series of related transactions of Equipment with value in excess of $30,000,000 (other than a sale in accordance with the terms of the Lease Agreement provided no Lease Event of Default has occurred and is continuing). The appointment and authority of Administrative Agent hereunder shall terminate upon the indefeasible payment in full of all amounts owed Indenture Trustee, each Secured Party, Administrative Agent and Collateral Agent under the Operative Documents. (b) (i) Indenture Trustee, for itself and on behalf of Tranche A Noteholders, and (ii) each Tranche B Lender hereby appoints and authorizes Collateral Agent continuing to take such action as agent on their behalf and to exercise such powers under this Agreement and the other Operative Documents as are delegated to Collateral Agent by the terms hereof and thereof, together with such powers as are reasonably incidental thereto. Collateral Agent shall act solely as agent for Indenture Trustee and Tranche B Lenders and does not assume nor shall be deemed to assume any obligation or relationship of trust or agency with any of Lessee, Lessor, Limited Partners, Lessor General Partner or Guarantor. As to any matters not expressly provided for by a Operative Document (including enforcement or collection of the Tranche A Notes or the Tranche B Loans), Collateral Agent shall not be required nor authorized to exercise any discretion or take any action, but shall be required to act or to refrain from acting (and shall be fully protected in so acting or refraining from acting) upon the instructions of Administrative Agent acting on behalf of Secured Parties, and such instructions shall be binding upon Indenture Trustee and all Secured Parties; provided, however, Collateral Agent shall not be required to take any action which exposes it to personal liability or which is contrary to any Operative Document or Applicable Law. Collateral Agent agrees to give to Indenture Trustee and Tranche B Lenders prompt notice of each notice given to it by Lessor or Lessee pursuant to the terms of this Agreement; provided, however, Collateral Agent shall not be deemed to have any notice of a Loan Default or Loan Event of Default unless it has received notice of such from another party hereto. Collateral Agent shall pursue the remedies of Secured Parties under the Operative Documents following a Loan Event of Default in accordance with the instructions of Administrative Agent; provided, however, Collateral Agent shall be under no obligation to pursue such remedies unless one or more Tranche B Lenders have offered to Collateral Agent security or indemnity satisfactory to it as to the terms, coverage, duration, amount or otherwise with respect to the costs, expenses and liabilities that may be incurred by it in compliance with such written instructions, requests or directions. The appointment and authority of Collateral Agent hereunder shall terminate upon the indefeasible payment in full of all amounts owed Indenture Trustee, each Secured Party, Administrative Agent and Collateral Agent under the Operative Documents.

Authorization and Action of Administrative Agent. (a) (i) Indenture Trustee for itself and on behalf of Tranche A Noteholders and (ii) each Tranche B Lender hereby appoints and authorizes Administrative Agent to take such action as agent on their behalf and to exercise such powers under this Agreement and the other Operative Documents as are delegated to Administrative Agent by the terms hereof and thereof, together with such powers as are reasonably incidental thereto. Except as otherwise provided in the Limited Partnership Agreement, Administrative Agent shall act solely as agents for Indenture Trustee and Tranche B Lenders and does not assume nor shall be deemed to assume any obligation or relationship of trust or agency with any of Lessee, Lessor, or Guarantor. As to any matters not expressly provided for by a Operative Document (including enforcement or collection of the Tranche A Notes or Tranche B Loans), Administrative Agent shall not be required nor authorized to exercise any discretion or take any action, but shall be required to act or to refrain from acting (and shall be fully protected in so acting or refraining from acting) upon the instructions of (i) Indenture Trustee acting on behalf of Majority Tranche A Noteholders, and (ii) Majority Tranche B Lenders, and such instructions shall be binding, in the case of instructions under clause (i), upon Indenture Trustee and each Tranche A Noteholder and, in the case of instructions under clause (ii), upon each Tranche B Lender; provided, however, Administrative Agent shall not be required to take any action which exposes it to personal liability or which is contrary to any Operative Document or Applicable Law. Administrative Agent agrees to give to Indenture Trustee, and Tranche B Lenders prompt notice of each notice given to it by Lessor or Lessee pursuant to the terms of this Agreement; provided, however, Administrative Agent shall not be deemed to have any notice of a Loan Default or Loan Event of Default unless it has received notice of such from another party hereto. Administrative Agent may, with the prior consent of Indenture Trustee acting on behalf of Majority Tranche A Noteholders, or Majority Tranche B Lenders, as the case may be, agree to any waiver or amendment of the Operative Documents on behalf of all Tranche A Noteholders, or all Tranche B Lenders, as the case may be; provided, however, Administrative Agent will not, without the prior consent of (i) Indenture Trustee acting on behalf of all Tranche A Noteholders, and (ii) all Tranche B Lenders, agree to any waiver or amendment that would (A) postpone the time or times for payment of any amount payable under this Agreement or the Lease Agreement or (B) reduce any Lease Payment payable under this Agreement or the Lease Agreement. Administrative Agent will not, without the prior consent of (i) Indenture Trustee on behalf of all Tranche A Noteholders and (ii) all Tranche B Lenders, agree to any waiver or amendment that would, prior to the payment in full of the Secured Obligations, release all or substantially all of the Lessor Collateral from the Lien created by the Security Documents, other than in accordance with the terms of the Operative Documents. Administrative Agent shall pursue the remedies under the Operative Documents following a Loan Event of Default in good faith and in a commercially reasonable manner and in accordance with the instructions of Majority Tranche B Lenders provided, however, Administrative Agent shall be under no obligation to pursue such remedies unless such Majority Tranche B Lenders have offered to Administrative Agent security or indemnity satisfactory to it as to the terms, coverage, duration, amount or otherwise with respect to the costs, expenses and liabilities that may be incurred by it in compliance with such written instructions, requests or directions; provided further Administrative Agent shall not, without the consent of (i) Indenture Trustee in accordance with the terms of the Indenture and (ii) Majority Tranche B Lenders (A) approve any plan of reorganization or liquidation arising out of a Lease Event of Default of the type described in Section 23(h) of the Lease Agreement, a Tranche A Event of Default of the type described in Sections 5.01(h) and (i) of the Indenture or a Tranche B Event of Default of the type described in Section 5.1.4 of the Tranche B Loan Agreement (B) approve, sell or cause the sale of Equipment in a single transaction or a series of related transactions of Equipment with value in excess of $30,000,000 (other than a sale in accordance with the terms of the Lease Agreement provided no Lease Event of Default has occurred and is continuing). The appointment and authority of Administrative Agent hereunder shall terminate upon the indefeasible payment in full of all amounts owed Indenture Trustee, each Secured Party, Administrative Agent and Collateral Agent under the Operative Documents.the (b) (i) Indenture Trustee, for itself and on behalf of Tranche A Noteholders, and (ii) each Tranche B Lender hereby appoints and authorizes Collateral Agent to take such action as agent on their behalf and to exercise such powers under this Agreement and the other Operative Documents as are delegated to Collateral Agent by the terms hereof and thereof, together with such powers as are reasonably incidental thereto. Collateral Agent shall act solely as agent for Indenture Trustee and Tranche B Lenders and does not assume nor shall be deemed to assume any obligation or relationship of trust or agency with any of Lessee, Lessor, Limited Partners, Lessor General Partner or Guarantor. As to any matters not expressly provided for by a Operative Document (including enforcement or collection of the Tranche A Notes or the Tranche B Loans), Collateral Agent shall not be required nor authorized to exercise any discretion or take any action, but shall be required to act or to refrain from acting (and shall be fully protected in so acting or refraining from acting) upon the instructions of Administrative Agent acting on behalf of Secured Parties, and such instructions shall be binding upon Indenture Trustee and all Secured Parties; provided, however, Collateral Agent shall not be required to take any action which exposes it to personal liability or which is contrary to any Operative Document or Applicable Law. Collateral Agent agrees to give to Indenture Trustee and Tranche B Lenders prompt notice of each notice given to it by Lessor or Lessee pursuant to the terms of this Agreement; provided, however, Collateral Agent shall not be deemed to have any notice of a Loan Default or Loan Event of Default unless it has received notice of such from another party hereto. Collateral Agent shall pursue the remedies of Secured Parties under the Operative Documents following a Loan Event of Default in accordance with the instructions of Administrative Agent; provided, however, Collateral Agent shall be under no obligation to pursue such remedies unless one or more Tranche B Lenders have offered to Collateral Agent security or indemnity satisfactory to it as to the terms, coverage, duration, amount or otherwise with respect to the costs, expenses and liabilities that may be incurred by it in compliance with such written instructions, requests or directions. The appointment and authority of Collateral Agent hereunder shall terminate upon the indefeasible payment in full of all amounts owed Indenture Trustee, each Secured Party, Administrative Agent and Collateral Agent under the Operative Documents.notice