Common use of Default; Collateral Clause in Contracts

Default; Collateral. (a) Upon the occurrence and continuance of a Default or Event of Default, the Lenders agree to promptly confer in order that Required Lenders or the Lenders, as the case may be, may agree upon a course of action for the enforcement of the rights of the Lenders; and the Administrative Agent shall be entitled to refrain from taking any action (without incurring any liability to any Person for so refraining) unless and until the Administrative Agent shall have received instructions from Required Lenders. All rights of action under the Loan Documents and all right to the Collateral, if any, hereunder may be enforced by the Administrative Agent and any suit or proceeding instituted by the Administrative Agent in furtherance of such enforcement shall be brought in its name as the Administrative Agent without the necessity of joining as plaintiffs or defendants any other Lender, and the recovery of any judgment shall be for the benefit of the Lenders (and, with respect to Lender Hedging Agreements, Affiliates, if applicable) subject to the expenses of the Administrative Agent. In actions with respect to any property of the Borrower or any other Obligor, the Administrative Agent is acting for the ratable benefit of each Lender (and, with respect to Lender Hedging Agreement, Affiliates, if applicable). Any and all agreements to subordinate (whether made heretofore or hereafter) other indebtedness or obligations of Borrower to the Obligations shall be construed as being for the ratable benefit of each Lender (and, with respect to Lender Hedging Agreement, Affiliates, if applicable). (b) Each Lender authorizes and directs the Administrative Agent to enter into the Collateral Documents on behalf of and for the benefit of the Lenders (and, with respect to Lender Hedging Agreements, Affiliates, if applicable)(or if previously entered into, hereby ratifies the Administrative Agent’s previously entering into such agreements and Collateral Documents). (c) Except to the extent unanimity (or other percentage set forth in Section 10.1) is required hereunder, each Lender agrees that any action taken by the Required Lenders in accordance with the provisions of the Loan Documents, and the exercise by the Required Lenders of the power set forth herein or therein, together with such other powers as are reasonably incidental thereto, shall be authorized and binding upon all of the Lenders. (d) The Administrative Agent is hereby authorized on behalf of the Lenders, without the necessity of any notice to or further consent from any Lender, from time to time to take any action with respect to any Collateral or Collateral Documents which may be necessary to perfect and maintain perfected the Liens upon the Collateral granted pursuant to the Collateral Documents. (e) The Administrative Agent shall have no obligation whatsoever to any Lender or to any other Person to assure that the Collateral exists or is owned by any Obligor or is cared for, protected, or insured or has been encumbered or that the Liens granted to the Administrative Agent herein or pursuant thereto have been properly or sufficiently or lawfully created, perfected, protected, or enforced, or are entitled to any particular priority, or to exercise at all or in any particular manner or under any duty of care, disclosure, or fidelity, or to continue exercising, any of the Rights granted or available to the Administrative Agent in this Section 9.03 or in any of the Collateral Documents; it being understood and agreed that in respect of the Collateral, or any act, omission, or event related thereto, the Administrative Agent may act in any manner it may deem appropriate, in its sole discretion, given the Administrative Agent’s own interest in the Collateral as one of the Lenders and that the Administrative Agent shall have no duty or liability whatsoever to any Lender, other than to act without gross negligence or willful misconduct. (f) The Lenders hereby irrevocably authorize the Administrative Agent, at its option and in its discretion, to release any Lien granted to or held by the Administrative Agent upon any Collateral: (i) constituting property in which no Obligor owned an interest at the time the Lien was granted or at any time thereafter; (ii) constituting property leased to an Obligor under a lease which has expired or been terminated in a transaction permitted under the Loan Document or is about to expire and which has not been, and is not intended by such Obligor to be, renewed; and (iii) consisting of an instrument evidencing Indebtedness pledged to the Administrative Agent (for the benefit of the Lenders), if the Indebtedness evidenced thereby has been paid in full. In addition, the Lenders irrevocably authorize the Administrative Agent to release Liens upon Collateral as contemplated in Section 10.01(c) or (d), or if approved, authorized, or ratified in writing by the requisite Lenders. Upon request by the Administrative Agent at any time, the Lenders will confirm in writing the Administrative Agent’s authority to release particular types or items of Collateral pursuant to this Section 9.03. (g) In furtherance of the authorizations set forth in this Section 9.03, each Lender hereby irrevocably appoints the Administrative Agent its attorney-in-fact, with full power of substitution, for and on behalf of and in the name of each such Lender (i) to enter into Collateral Documents (including, without limitation, any appointments of substitute trustees under any Collateral Documents), (ii) to take action with respect to the Collateral and Collateral Documents to perfect, maintain, and preserve Lenders’ Liens, and (iii) to execute instruments of release or to take other action necessary to release Liens upon any Collateral to the extent authorized in paragraph (f) hereof. This power of attorney shall be liberally, not restrictively, construed so as to give the greatest latitude to the Administrative Agent’s power, as attorney, relative to the Collateral matters described in this Section 9.03. The powers and authorities herein conferred on the Administrative Agent may be exercised by the Administrative Agent through any Person who, at the time of the execution of a particular instrument, is an officer of the Administrative Agent (or any Person acting on behalf of the Administrative Agent pursuant to a valid power of attorney). The power of attorney conferred by this Section 9.03(g) to the Administrative Agent is granted for valuable consideration and is coupled with an interest and is irrevocable so long as the Obligations, or any part thereof, shall remain unpaid or the Lenders are obligated to make any Borrowings under the Loan Documents.

Default; Collateral. (a) Upon the occurrence and continuance of a Default or Event of Default, the Lenders Banks agree to promptly confer in order that Majority Banks, Required Lenders Banks or the LendersBanks, as the case may be, may agree upon a course of action for the enforcement of the rights of the LendersBanks; and the Administrative Agent shall be entitled to refrain from taking any action (without incurring any liability to any Person for so refraining) unless and until the Administrative Agent shall have received instructions from Majority Banks, Required LendersBanks or Banks, as the case may be. All rights of action under the Loan Documents Papers and all right to the Collateralcollateral under the Loan Papers, if any, hereunder may be enforced by the Administrative Agent and any suit or proceeding instituted by the Administrative Agent in furtherance of such enforcement shall be brought in its name as the Administrative Agent without the necessity of joining as plaintiffs or defendants any other LenderSecured Party, and the recovery of any judgment shall be for the benefit of the Lenders (and, with respect to Lender Hedging Agreements, Affiliates, if applicable) Secured Parties subject to the expenses of the Administrative Agent. In actions with respect to any property of the Borrower or any other ObligorCredit Party, the Administrative Agent is acting for the ratable benefit of each Lender (and, with respect to Lender Hedging Agreement, Affiliates, if applicable)Secured Party as provided in the Loan Papers. Any and all agreements to subordinate (whether made heretofore or hereafter) other indebtedness or obligations of Borrower to the Obligations shall be construed as being for the ratable benefit of each Lender (and, with respect to Lender Hedging Agreement, Affiliates, if applicable)Secured Party as provided in the Loan Papers. (b) Each Lender Secured Party authorizes and directs the Administrative Agent to enter into the Collateral Documents other Loan Papers on behalf of and for the benefit of the Lenders such Secured Party (and, with respect to Lender Hedging Agreements, Affiliates, if applicable)(or or if previously entered into, hereby ratifies the Administrative Agent’s previously entering into such agreements and Collateral Documentsother Loan Papers). (c) Except to the extent unanimity (or other percentage set forth in Section 10.114.2) is required hereunder, each Lender Bank agrees that any action taken by Majority Banks or Required Banks, as the Required Lenders case may be, in accordance with the provisions of the Loan DocumentsPapers, and the exercise by Majority Banks or Required Banks, as the Required Lenders case may be, of the power set forth herein or therein, together with such other powers as are reasonably incidental thereto, shall be authorized and binding upon all of the LendersBanks. (d) The Administrative Agent is hereby authorized on behalf of the LendersSecured Parties, without the necessity of any notice to or further consent from any LenderSecured Party, from time to time to take any action with respect to any Collateral collateral under the Loan Papers or Collateral Documents any Loan Papers which may be necessary to perfect and maintain perfected the Liens upon the Collateral such collateral granted pursuant to the Collateral Documentsother Loan Papers. (e) The Administrative Agent shall not have no any obligation whatsoever to any Lender Secured Party or to any other Person to assure that the Collateral such collateral exists or is owned by any Obligor the Person purporting to own it or is cared for, protected, or insured or has been encumbered or that the Liens granted to the Administrative Agent herein or pursuant thereto have been properly or sufficiently or lawfully created, perfected, protected, or enforced, or are entitled to any particular priority, or to exercise at all or in any particular manner or under any duty of care, disclosure, or fidelity, or to continue exercising, any of the Rights rights granted or available to the Administrative Agent in this Section 9.03 12.3 or in any of the Collateral Documentsother Loan Papers; it being understood and agreed that in respect of the CollateralIT BEING UNDERSTOOD AND AGREED THAT IN RESPECT OF THE COLLATERAL UNDER THE LOAN PAPERS, or any actOR ANY ACT, omissionOMISSION, or event related theretoOR EVENT RELATED THERETO, the Administrative Agent may act in any manner it may deem appropriateADMINISTRATIVE AGENT MAY (AS BETWEEN ADMINISTRATIVE AGENT AND THE SECURED PARTIES) ACT IN ANY MANNER IT MAY DEEM APPROPRIATE, in its sole discretionIN ITS SOLE DISCRETION, given the Administrative Agent’s own interest in the Collateral as one of the Lenders and that the Administrative Agent shall have no duty or liability whatsoever to any Lender, other than to act without gross negligence or willful misconductGIVEN ADMINISTRATIVE AGENT’S OWN INTEREST IN SUCH COLLATERAL AS ONE OF THE SECURED PARTIES AND THAT ADMINISTRATIVE AGENT SHALL HAVE NO DUTY OR LIABILITY WHATSOEVER TO ANY SECURED PARTY OTHER THAN TO ACT WITHOUT GROSS NEGLIGENCE OR WILLFUL MISCONDUCT. (f) The Lenders hereby irrevocably authorize the Administrative Agent, at its option and in its discretion, to release any Lien granted to or held by the Administrative Agent upon any Collateral: (i) constituting property in which no Obligor owned an interest at the time the Lien was granted or at any time thereafter; (ii) constituting property leased to an Obligor under a lease which has expired or been terminated in a transaction permitted under the Loan Document or is about to expire and which has not been, and is not intended by such Obligor to be, renewed; and (iii) consisting of an instrument evidencing Indebtedness pledged to the Administrative Agent (for the benefit of the Lenders), if the Indebtedness evidenced thereby has been paid in full. In addition, the Lenders irrevocably authorize the Administrative Agent to release Liens upon Collateral as contemplated in Section 10.01(c) or (d), or if approved, authorized, or ratified in writing by the requisite Lenders. Upon request by the Administrative Agent at any time, the Lenders will confirm in writing the Administrative Agent’s authority to release particular types or items of Collateral pursuant to this Section 9.03. (g) In furtherance of the authorizations set forth in this Section 9.0312.3, each Lender Secured Party hereby irrevocably appoints the Administrative Agent as its attorney-in-fact, with full power of substitution, for and on behalf of and in the name of each such Lender Secured Party (i) to enter into Collateral Documents the other Loan Papers (including, without limitation, including any appointments of substitute trustees under any Collateral Documentssuch Loan Papers), (ii) to take action with respect to the Collateral other Loan Papers and Collateral Documents the collateral thereunder to perfect, maintain, and preserve Lenders’ Administrative Agent’s Liens, and (iii) to execute instruments of release or to take other action necessary to release Liens upon any Collateral such collateral to the extent authorized in paragraph (f) hereofSection 12.14. This power of attorney shall be liberally, not restrictively, construed so as to give the greatest latitude to the Administrative Agent’s power, as attorney, relative to the Collateral matters described in this Section 9.0312.3 relating to collateral. The powers and authorities herein conferred on the Administrative Agent may be exercised by the Administrative Agent through any Person who, at the time of the execution of a particular instrument, is an officer of the Administrative Agent (or any Person acting on behalf of the Administrative Agent pursuant to a valid power of attorney). The power of attorney conferred by this Section 9.03(g12.3(f) to the Administrative Agent is granted for valuable consideration and is coupled with an interest and is irrevocable so long as the Obligations, or any part thereof, shall remain unpaid or the Lenders Banks are obligated to make any Borrowings Loan or issue any Letter of Credit under the Loan DocumentsPapers.

Default; Collateral. (a) Upon the occurrence and continuance of a Default or Event of Default, the Lenders Banks agree to promptly confer in order that Required Lenders Banks or the LendersBanks, as the case may be, may agree upon a course of action for the enforcement of the rights of the LendersBanks; and the Administrative Agent shall be entitled to refrain from taking any action (without incurring any liability to any Person for so refraining) unless and until the Administrative Agent shall have received instructions from Required LendersBanks or the Banks, as the case may be. All rights of action under the Loan Documents Papers and all right to the Collateralcollateral under the Loan Papers, if any, hereunder may be enforced by the Administrative Agent and any suit or proceeding instituted by the Administrative Agent in furtherance of such enforcement shall be brought in its name as the Administrative Agent without the necessity of joining as plaintiffs or defendants any other LenderBank, and the recovery of any judgment shall be for the benefit of the Lenders Banks (and, with respect to Lender Hedging Agreementscertain Hedge Transactions that are secured under the Loan Papers, Affiliates, if applicable) subject to the expenses of the Administrative Agent. In actions with respect to any property of the Borrower or any other ObligorCredit Party, the Administrative Agent is acting for the ratable benefit of each Lender Bank (and, with respect to Lender Hedging Agreementcertain Hedge Transactions that are secured under the Loan Papers, Affiliates, if applicable). Any and all agreements to subordinate (whether made heretofore or hereafter) other indebtedness or obligations of Borrower to the Obligations shall be construed as being for the ratable benefit of each Lender Bank (and, with respect to Lender Hedging Agreementcertain Hedge Transactions that are secured under the Loan Papers, Affiliates, if applicable). (b) Each Lender Bank authorizes and directs the Administrative Agent to enter into the Collateral Documents other Loan Papers on behalf of and for the benefit of the Lenders such Bank (and, with respect to Lender Hedging Agreementscertain Hedge Transactions that are secured under the Loan Papers, Affiliates, if applicable)(or applicable) (or if previously entered into, hereby ratifies the Administrative Agent’s (or any predecessor administrative agent’s) previously entering into such agreements and Collateral Documentsother Loan Papers). (c) Except to the extent unanimity (or other percentage set forth in Section 10.114.2) is required hereunder, each Lender Bank agrees that any action taken by the Required Lenders Banks in accordance with the provisions of the Loan DocumentsPapers, and the exercise by the Required Lenders Banks of the power set forth herein or therein, together with such other powers as are reasonably incidental thereto, shall be authorized and binding upon all of the LendersBanks. (d) The Administrative Agent is hereby authorized on behalf of the LendersBanks, without the necessity of any notice to or further consent from any LenderBank, from time to time to take any action with respect to any Collateral collateral under the Loan Papers or Collateral Documents any Loan Papers which may be necessary to perfect and maintain perfected the Liens upon the Collateral such collateral granted pursuant to the Collateral Documentsother Loan Papers. (e) The Administrative Agent shall not have no any obligation whatsoever to any Lender Bank or to any other Person to assure that the Collateral such collateral exists or is owned by any Obligor the Person purporting to own it or is cared for, protected, or insured or has been encumbered or that the Liens granted to the Administrative Agent (or any predecessor administrative agent) herein or pursuant thereto have been properly or sufficiently or lawfully created, perfected, protected, or enforced, or are entitled to any particular priority, or to exercise at all or in any particular manner or under any duty of care, disclosure, or fidelity, or to continue exercising, any of the Rights rights granted or available to the Administrative Agent in this Section 9.03 12.3 or in any of the Collateral Documentsother Loan Papers; it being understood and agreed that in respect of the CollateralIT BEING UNDERSTOOD AND AGREED THAT IN RESPECT OF THE COLLATERAL UNDER THE LOAN PAPERS, or any actOR ANY ACT, omissionOMISSION, or event related theretoOR EVENT RELATED THERETO, the Administrative Agent may act in any manner it may deem appropriateTHE ADMINISTRATIVE AGENT MAY (AS BETWEEN THE ADMINISTRATIVE AGENT AND THE BANKS) ACT IN ANY MANNER IT MAY DEEM APPROPRIATE, in its sole discretionIN ITS SOLE DISCRETION, given the Administrative Agent’s own interest in the Collateral as one of the Lenders and that the Administrative Agent shall have no duty or liability whatsoever to any LenderGIVEN THE ADMINISTRATIVE AGENT’S OWN INTEREST IN SUCH COLLATERAL AS ONE OF THE BANKS AND THAT THE ADMINISTRATIVE AGENT SHALL HAVE NO DUTY OR LIABILITY WHATSOEVER TO ANY BANK (AND, other than to act without gross negligence or willful misconductWITH RESPECT TO CERTAIN HEDGE TRANSACTIONS THAT ARE SECURED UNDER THE LOAN PAPERS, AFFILIATES, IF APPLICABLE), OTHER THAN TO ACT WITHOUT GROSS NEGLIGENCE OR WILLFUL MISCONDUCT. (f) The Lenders Banks hereby irrevocably authorize the Administrative Agent, at its option and in its discretion, to release any Lien granted to or held by the Administrative Agent upon any Collateralcollateral under the Loan Papers: (iA) constituting property in which no Obligor neither Borrower nor any other Credit Party owned an interest at the time the Lien was granted or at any time thereafter; (iiB) constituting property leased to an Obligor Borrower or any other Credit Party under a lease which has expired or been terminated in a transaction permitted under the Loan Document Papers or is about to expire and which has not been, and is not intended by Borrower or such Obligor Credit Party to be, renewed; and or (iiiC) consisting of an instrument or other possessory collateral evidencing Indebtedness Debt or other obligations pledged to the Administrative Agent (for the benefit of the LendersBanks), if the Indebtedness Debt or obligations evidenced thereby has been paid in fullfull or otherwise superseded. In addition, the Lenders Banks irrevocably authorize the Administrative Agent to release Liens upon Collateral collateral under the Loan Papers as contemplated in Section 10.01(c) or (d)herein, or if approved, authorized, or ratified in writing by the requisite LendersBanks. Upon request by the Administrative Agent at any time, the Lenders Banks will confirm in writing the Administrative Agent’s authority to release particular types or items of Collateral such collateral pursuant to this Section 9.0312.3. (g) In furtherance of the authorizations set forth in this Section 9.0312.3, each Lender Bank hereby irrevocably appoints the Administrative Agent its attorney-in-fact, with full power of substitution, for and on behalf of and in the name of each such Lender Bank (i) to enter into Collateral Documents the other Loan Papers (including, without limitation, any appointments of substitute trustees under any Collateral Documentssuch Loan Papers), (ii) to take action with respect to the Collateral other Loan Papers and Collateral Documents the collateral thereunder to perfect, maintain, and preserve LendersBanks’ Liens, and (iii) to execute instruments of release or to take other action necessary to release Liens upon any Collateral such collateral to the extent authorized in paragraph (f) hereof. This power of attorney shall be liberally, not restrictively, construed so as to give the greatest latitude to the Administrative Agent’s power, as attorney, relative to the Collateral matters described in this Section 9.0312.3 relating to collateral. The powers and authorities herein conferred on the Administrative Agent may be exercised by the Administrative Agent through any Person who, at the time of the execution of a particular instrument, is an officer of the Administrative Agent (or any Person acting on behalf of the Administrative Agent pursuant to a valid power of attorney). The power of attorney conferred by this Section 9.03(g12.3(g) to the Administrative Agent is granted for valuable consideration and is coupled with an interest and is irrevocable so long as the Obligations, or any part thereof, shall remain unpaid or the Lenders Banks are obligated to make any Borrowings Loan or issue any Letter of Credit under the Loan DocumentsPapers.

Default; Collateral. (a) Upon the occurrence and continuance of a Default or Event of Default, the Lenders agree to promptly confer in order that Required Lenders or the Lenders, as the case may be, may agree upon a course of action for the enforcement of the rights of the Lenders; and the Administrative Agent shall be entitled to refrain from taking any action (without incurring any liability to any Person for so refraining) unless and until the Administrative Agent shall have received instructions from Required Lenders. All rights of action under the Loan Documents and all right to the Collateral, if any, hereunder may be enforced by the Administrative Agent (or Collateral Agent) and any suit or proceeding instituted by the Administrative Agent (or Collateral Agent) in furtherance of such enforcement shall be brought in its name as the Administrative Agent (or Collateral Agent) without the necessity of joining as plaintiffs or defendants any other Lender, and the recovery of any judgment shall be for the benefit of the Lenders (and, with respect to Lender Hedging Agreements, Affiliates, if applicable) subject to the expenses of the Administrative Agent and Collateral Agent. In actions with respect to any property of the Borrower or any other Obligor, the Administrative Agent (and the Collateral Agent) is acting for the ratable benefit of each Lender (and, with respect to Lender Hedging Agreement, Affiliates, if applicable). Any and all agreements to subordinate (whether made heretofore or hereafter) other indebtedness or obligations of Borrower to the Obligations shall be construed as being for the ratable benefit of each Lender (and, with respect to Lender Hedging Agreement, Affiliates, if applicable). (b) Each Lender authorizes and directs the Administrative Agent and the Collateral Agent to enter into the Collateral Documents on behalf of and for the benefit of the Lenders (and, with respect to Lender Hedging Agreements, Affiliates, if applicable)(or if previously entered into, hereby ratifies the Administrative Agent’s and Collateral Agent’s previously entering into such agreements and Collateral Documents). (c) Except to the extent unanimity (or other percentage set forth in Section 10.1) is required hereunder, each Lender agrees that any action taken by the Required Lenders in accordance with the provisions of the Loan Documents, and the exercise by the Required Lenders of the power set forth herein or therein, together with such other powers as are reasonably incidental thereto, shall be authorized and binding upon all of the Lenders. (d) The Administrative Agent is and Collateral Agent are each hereby authorized on behalf of the Lenders, without the necessity of any notice to or further consent from any Lender, from time to time to take any action with respect to any Collateral or Collateral Documents which may be necessary to perfect and maintain perfected the Liens upon the Collateral granted pursuant to the Collateral Documents. (e) The Neither the Administrative Agent nor the Collateral Agent shall have no any obligation whatsoever to any Lender or to any other Person to assure that the Collateral exists or is owned by any Obligor or is cared for, protected, or insured or has been encumbered or that the Liens granted to the Administrative Agent and/or Collateral Agent herein or pursuant thereto have been properly or sufficiently or lawfully created, perfected, protected, or enforced, or are entitled to any particular priority, or to exercise at all or in any particular manner or under any duty of care, disclosure, or fidelity, or to continue exercising, any of the Rights granted or available to the Administrative Agent or Collateral Agent in this Section 9.03 or in any of the Collateral Documents; it being understood and agreed that in respect of the Collateral, or any act, omission, or event related thereto, the Administrative Agent may act in any manner it may deem appropriate, in its sole discretion, given the Administrative Agent’s own interest in the Collateral as one of the Lenders and that the Administrative Agent shall have no duty or liability whatsoever to any Lender, other than to act without gross negligence or willful misconductmisconduct and the same shall apply to the Collateral Agent so long as the Administrative Agent is also the Collateral Agent. (f) The Lenders hereby irrevocably authorize the Administrative Agent and/or Collateral Agent, at its option and in its discretion, to release any Lien granted to or held by the Administrative Agent or Collateral Agent upon any Collateral: (i) constituting property in which no Obligor owned an interest at the time the Lien was granted or at any time thereafter; (ii) constituting property leased or granted to an Obligor under a lease lease, easement or right-of-way which has expired or been terminated in a transaction permitted under the Loan Document or is about to expire and which has not been, and is not intended by such Obligor to be, renewed; and (iii) consisting of an instrument evidencing Indebtedness pledged to the Administrative Agent or Collateral Agent (for the benefit of the Lenders), if the Indebtedness evidenced thereby has been paid in full. In addition, the Lenders irrevocably authorize the Administrative Agent and Collateral Agent to release Liens upon Collateral as contemplated in Section 10.01(c) or (d), or if approved, authorized, or ratified in writing by the requisite Lenders. Upon request by the Administrative Agent (or Collateral Agent) at any time, the Lenders will confirm in writing the Administrative Agent’s (or Collateral Agent’s) authority to release particular types or items of Collateral pursuant to this Section 9.03. (g) In furtherance of the authorizations set forth in this Section 9.03, each Lender hereby irrevocably appoints the Administrative Agent and Collateral Agent its attorney-in-fact, with full power of substitution, for and on behalf of and in the name of each such Lender (i) to enter into Collateral Documents (including, without limitation, any appointments of substitute trustees under any Collateral Documents), (ii) to take action with respect to the Collateral and Collateral Documents to perfect, maintain, and preserve Lenders’ Liens, and (iii) to execute instruments of release or to take other action necessary to release Liens upon any Collateral to the extent authorized in paragraph (f) hereof. This power of attorney shall be liberally, not restrictively, construed so as to give the greatest latitude to the Administrative Agent’s and the Collateral Agent’s power, as attorney, relative to the Collateral matters described in this Section 9.03. The powers and authorities herein conferred on the Administrative Agent and Collateral Agent may be exercised by the Administrative Agent or Collateral Agent through any Person who, at the time of the execution of a particular instrument, is an officer of the Administrative Agent or Collateral Agent (or any Person acting on behalf of the Administrative Agent or Collateral Agent pursuant to a valid power of attorney). The power of attorney conferred by this Section 9.03(g) to the Administrative Agent and Collateral Agent is granted for valuable consideration and is coupled with an interest and is irrevocable so long as the Obligations, or any part thereof, shall remain unpaid or the Lenders are obligated to make have any Borrowings under the Loan DocumentsRevolving Commitment hereunder.

Default; Collateral. (a) Upon the occurrence and continuance of a Default or an Event of Default, the Lenders agree to promptly confer in order that Required Lenders or shall have the Lenders, as the case may be, may agree upon sole right to determine a course of action for the enforcement of the rights of the Lenders; , and the Administrative Agent shall be entitled to refrain from taking any action (without incurring any liability to any Person for so refraining) unless and until the Administrative Agent shall have received instructions from the Required Lenders. All rights of action under the Loan Documents and all right to the Collateral, if any, hereunder may be enforced by the Administrative Agent (at the direction of the Required Lenders) and any suit or proceeding instituted by the Administrative Agent in furtherance of such enforcement shall be brought in its name as the Administrative Agent without the necessity of joining as plaintiffs or defendants any other Lender, and the recovery of any judgment shall be for the benefit of the Lenders (and, with respect to Lender Hedging Agreements, Affiliates, if applicable) subject to the fees, expenses of and other amounts payable to the Administrative Agent. In actions with respect to any Collateral or other property or assets of the Borrower or any other Obligorof its Subsidiaries, the Administrative Agent is acting for the ratable benefit of each Lender (and, with respect to Lender Hedging Agreement, Affiliates, if applicable)Lender. Any and all agreements to subordinate (whether made heretofore or hereafter) other indebtedness Indebtedness or obligations of Borrower the Loan Parties to the Loans or the Obligations shall be construed as being for the ratable benefit of each Lender (and, with respect to Lender Hedging Agreement, Affiliates, if applicable)Lender. (b) Each Lender authorizes and directs the Administrative Agent to enter into the Collateral Loan Documents to which it is a party on the date hereof on behalf of and for the benefit of the Lenders (and, with respect to Lender Hedging Agreements, Affiliates, if applicable)(or if previously entered into, hereby ratifies the Administrative Agent’s previously entering into such agreements and Collateral Documents)Lenders. (c) Except to the extent unanimity (or other percentage set forth in Section 10.1) that the consent of such Lender is required hereunderunder Section 9.08, each Lender agrees that any action taken by the Required Lenders in accordance with the provisions of the Loan Documents, and the exercise by the Required Lenders of the power powers set forth herein or therein, together with such other powers as are reasonably incidental thereto, shall be authorized by and binding upon upon, all of the Lenders. (d) The Administrative Agent is hereby authorized (but not obligated) on behalf of the Lenders, without the necessity of any notice to or further consent from any Lender, from time to time to take any action with respect to any property, Collateral or Collateral Loan Documents which may be necessary to create, perfect and maintain perfected the Liens upon the Collateral and the properties granted pursuant to the Collateral Loan Documents. (e) The Administrative Agent shall not have no any obligation whatsoever to any Lender or to any other Person to assure that the Collateral exists or is owned (whether in fee or by any Obligor leasehold) by the Person purporting to own it or is cared for, protected, or insured or has been encumbered or that the Liens granted to the Administrative Agent herein or pursuant thereto to the Loan Documents have been properly or sufficiently or lawfully created, perfected, protected, protected or enforced, or are entitled to any particular priority, or to exercise at all or in any particular manner or under any duty of care, disclosure, disclosure or fidelity, or to continue exercising, any of the Rights rights granted or available to the Administrative Agent in this Section 9.03 or in any of the Collateral Loan Documents; it being understood and agreed that IT BEING UNDERSTOOD AND AGREED THAT IN RESPECT OF THE LOAN OR ANY LOAN DOCUMENT, OR ANY ACT, OMISSION OR EVENT RELATED THERETO, THE ADMINISTRATIVE AGENT SHALL NOT HAVE ANY DUTY OR LIABILITY WHATSOEVER WITH RESPECT TO ANY LOAN OR THE LOAN DOCUMENTS TO ANY PERSON IN THE ABSENCE OF ITS OWN GROSS NEGLIGENCE OR WILLFUL MISCONDUCT AS DETERMINED BY A COURT OF COMPETENT JURISDICTION IN A FINAL AND NON-APPEALABLE JUDGMENT. Notwithstanding anything contained in respect of the Collateral, Loan Documents or any act, omission, or event related theretootherwise to the contrary, the Administrative Agent may act shall not have any duty to (i) file or prepare any financing or continuation statements or record any documents or instruments in any manner it may deem appropriatepublic office for purposes of creating, perfecting or maintaining any Lien or security interest created under the Loan Documents; (ii) take any necessary steps to preserve rights against any parties with respect to any Collateral; or (iii) take any action to protect against any diminution in its sole discretion, given the Administrative Agent’s own interest in the Collateral as one value of the Lenders and that the Administrative Agent shall have no duty or liability whatsoever to any Lender, other than to act without gross negligence or willful misconductCollateral. (f) The Lenders hereby irrevocably authorize the Administrative Agent, at its option and in its discretion, Agent to release any Lien granted to or held by the Administrative Agent upon any Collateral: (i) upon the payment in full of the Obligations (other than contingent obligations for which no claim has been asserted) and termination of the Commitments; (ii) constituting property being sold or disposed of to a Person that is not a Loan Party if any Loan Party certifies in an officer’s certificate of such Loan Party to the Administrative Agent, in a form acceptable to the Administrative Agent, that the sale or disposition is permitted under this Agreement (and the Administrative Agent may rely conclusively on any such certificate, without further inquiry); (iii) constituting property in which no Obligor Loan Party owned an interest at the time the Lien was granted or at any time thereafter; (iiiv) constituting property leased to an Obligor any Loan Party under a lease which has expired or been terminated in a transaction permitted under the Loan Document Documents or is about to expire and which has not been, and is not intended by such Obligor the Loan Parties to be, renewed; and or (iiiv) consisting of an instrument or other possessory loan evidencing Indebtedness or other obligations pledged to the Administrative Agent (for the benefit of the Lenders), if the Indebtedness or obligations evidenced thereby has been paid in fullfull or otherwise superseded. In addition, the Lenders irrevocably authorize the Administrative Agent to release Liens upon the Collateral as otherwise contemplated herein and in Section 10.01(c) or (d), or the other Loan Documents if approved, authorized, or ratified in writing approved and authorized by the requisite LendersLenders in accordance with Section 9.08. Upon request by the Administrative Agent at any time, the Lenders will confirm in writing the Administrative Agent’s authority authority, and will direct the Administrative Agent, to release particular types or items of the Collateral pursuant to this Section 9.03and the Administrative Agent shall be entitled to conclusively rely, and shall be fully protected in so relying, upon the authorization of the Lenders. In the absence of such authorization, the Administrative Agent shall be entitled to refrain from granting any release under this Section. (g) In furtherance of the authorizations set forth in this Section 9.03Section, each Lender hereby irrevocably appoints the Administrative Agent as its attorney-in-fact, with full power of substitution, for and on behalf of and in the name of each such Lender (i) to enter into Collateral Documents (including, without limitation, any appointments of substitute trustees under any Collateral Loan Documents), (ii) to take action with respect to the Collateral and Collateral Loan Documents to create, perfect, maintain, maintain and preserve Lenders’ Liensthe Administrative Agent’s Liens therein, and (iii) to execute instruments of release or to take other action necessary to release Liens upon any Collateral Loan or to release any Guarantor to the extent authorized herein or in paragraph (f) hereofthe other Loan Documents. This power of attorney shall be liberally, not restrictively, construed so as to give the greatest latitude to the Administrative Agent’s power, as attorney, relative to the Collateral matters described in this Section 9.03Section. The powers and authorities herein conferred on the Administrative Agent may be exercised by the Administrative Agent through any Person who, at the time of the execution of a particular instrument, is an officer of the Administrative Agent (or any Person acting on behalf of the Administrative Agent pursuant to a valid power of attorney). The power of attorney conferred by this Section 9.03(g) to the Administrative Agent is granted for valuable consideration and is coupled with an interest and is irrevocable so long as the Obligations, or any part thereof, shall remain unpaid or the Lenders are obligated to make any Borrowings Loan under the Loan Documents.

Default; Collateral. (a) Upon the occurrence and continuance of a Default or an Event of Default, the Lenders Purchasers agree to promptly confer in order that Required Lenders or Purchasers shall have the Lenders, as the case may be, may agree upon sole right to determine a course of action for the enforcement of the rights of the Lenders; Purchasers, and the Administrative each Agent shall be entitled to refrain from taking any action (without incurring any liability to any Person for so refraining) unless and until the Administrative such Agent shall have received written instructions from Required Lenders. All rights of action under the Loan Documents and all right to the Collateral, if any, hereunder may be enforced by the Administrative Agent and any suit or proceeding instituted by the Administrative Agent in furtherance of such enforcement shall be brought in its name as the Administrative Agent without the necessity of joining as plaintiffs or defendants any other Lender, and the recovery of any judgment shall be for the benefit of the Lenders (and, with respect to Lender Hedging Agreements, Affiliates, if applicable) subject to the expenses of the Administrative Agent. In actions with respect to any property of the Borrower or any other Obligor, the Administrative Agent is acting for the ratable benefit of each Lender (and, with respect to Lender Hedging Agreement, Affiliates, if applicable). Any and all agreements to subordinate (whether made heretofore or hereafter) other indebtedness or obligations of Borrower to the Obligations shall be construed as being for the ratable benefit of each Lender (and, with respect to Lender Hedging Agreement, Affiliates, if applicable). (b) Each Lender authorizes and directs the Administrative Agent to enter into the Collateral Documents on behalf of and for the benefit of the Lenders (and, with respect to Lender Hedging Agreements, Affiliates, if applicable)(or if previously entered into, hereby ratifies the Administrative Agent’s previously entering into such agreements and Collateral Documents). (c) Except to the extent unanimity (or other percentage set forth in Section 10.1) is required hereunder, each Lender agrees that any action taken by the Required Lenders in accordance with the provisions of the Loan Documents, and the exercise by the Required Lenders of the power set forth herein or therein, together with such other powers as are reasonably incidental thereto, shall be authorized and binding upon all of the Lenders. (d) Purchasers. The Administrative Collateral Agent is hereby authorized (but not obligated) on behalf of the LendersPurchasers, without the necessity of any notice to or further consent from any LenderPurchaser, from time to time to take any action with respect to any property, Collateral or Collateral Notes Documents which may be necessary to create, perfect and maintain perfected the Liens upon the Collateral and the properties granted pursuant to the Collateral Notes Documents. (eb) The No Purchaser shall have any right individually to realize upon any of the Collateral or to enforce any Guarantee of the Obligations, it being understood and agreed that all powers, rights and remedies under the Note Documents may be exercised solely by the Administrative Agent and/or the Collateral Agent on behalf of the Secured Parties in accordance with the terms thereof. In the event of a foreclosure by the Collateral Agent on any of the Collateral pursuant to a public or private sale or other disposition, the Administrative Agent, the Collateral Agent or any Purchaser may be the purchaser or licensor of any or all of such Collateral at any such sale or other disposition, and the Administrative Agent or the Collateral Agent, as agent for and representative of the Purchasers (but not any Purchaser or Purchasers in its or their respective individual capacities unless the Required Purchasers shall otherwise agree in writing) shall be entitled, for the purpose of bidding and making settlement or payment of the purchase price for all or any portion of the Collateral sold at any such public sale, to use and apply any of the Obligations as a credit on account of the purchase price for any Collateral payable by the Administrative Agent or the Collateral Agent on behalf of the Purchasers at such sale or other disposition. Each Purchaser, whether or not a party hereto, will be deemed, by its acceptance of the benefits of the Collateral and of the Guarantees of the Obligations, to have agreed to the foregoing provisions. (c) No Agent shall have no any obligation whatsoever to any Lender Purchaser or to any other Person to assure that the Collateral exists or is owned (whether in fee or by any Obligor leasehold) by the Person purporting to own it or is cared for, protected, or insured or has been encumbered or that the Liens granted to such Agent pursuant to the Administrative Agent herein or pursuant thereto Notes Documents have been properly or sufficiently or lawfully created, perfected, protected, protected or enforced, or are entitled to any particular priority, or to exercise at all or in any particular manner or under any duty of care, disclosure, disclosure or fidelity, or to continue exercising, any of the Rights rights granted or available to the Administrative such Agent in this Section 9.03 or in any of the Collateral Notes Documents; it being understood and agreed that in respect of the Collateral, or any act, omission, or event related thereto, the Administrative Agent may act in any manner it may deem appropriate, in its sole discretion, given the Administrative Agent’s own interest in the Collateral as one of the Lenders and that the Administrative Agent shall have no duty or liability whatsoever to any Lender, other than to act without gross negligence or willful misconduct. (fd) The Lenders Purchasers hereby irrevocably authorize the Administrative Agent, at its option and in its discretion, Collateral Agent to release any Lien granted to or held by the Administrative Collateral Agent upon any Collateral: (i) constituting property in which no Obligor owned an interest at the time the Lien was granted or at any time thereafter; (ii) constituting property leased to an Obligor under a lease which has expired or been terminated in a transaction permitted under the Loan Document or is about to expire and which has not been, and is not intended by such Obligor to be, renewed; and (iii) consisting of an instrument evidencing Indebtedness pledged to the Administrative Agent (for the benefit of the Lenders), if the Indebtedness evidenced thereby has been paid in full. In addition, the Lenders irrevocably authorize the Administrative Agent to release Liens upon Collateral as contemplated in Section 10.01(c) or (d), or if approved, authorized, or ratified in writing by the requisite Lenders. Upon request by the Administrative Agent at any time, the Lenders will confirm in writing the Administrative Agent’s authority to release particular types or items of Collateral pursuant to this Section 9.03. (g) In furtherance of the authorizations set forth in this Section 9.03Section, each Lender Purchaser hereby irrevocably appoints the Administrative Collateral Agent as its attorney-in-fact, with full power of substitution, for and on behalf of and in the name of each such Lender Purchaser (i) to enter into Collateral Documents (including, without limitation, any appointments of substitute trustees under any Collateral Notes Documents), (ii) to take action with respect to the Collateral and Collateral Notes Documents to create, perfect, maintain, maintain and preserve Lenders’ Liensthe Collateral Agent’s Liens therein, and (iii) to execute instruments of release or to take other action necessary to release Liens upon any Collateral Note or to release any Guarantor to the extent authorized herein or in paragraph (f) hereofthe other Notes Documents. This power of attorney shall be liberally, not restrictively, construed so as to give the greatest latitude to the Administrative Collateral Agent’s power, as attorney, relative to the Collateral matters described in this Section 9.03Section. The powers and authorities herein conferred on the Administrative Collateral Agent may be exercised by the Administrative Collateral Agent through any Person who, at the time of the execution of a particular instrument, is an officer of the Administrative Collateral Agent (or any Person acting on behalf of the Administrative Collateral Agent pursuant to a valid power of attorney). The power of attorney conferred by this Section 9.03(g) to the Administrative Collateral Agent is granted for valuable consideration and is coupled with an interest and is irrevocable so long as the Obligations, or any part thereof, shall remain unpaid or the Lenders Purchasers are obligated to make any Borrowings advance under the Loan Notes Documents.

Default; Collateral. (a) Upon the occurrence and continuance of a Default or Event of Default, the Lenders agree to promptly confer in order that Required the Majority Lenders or the Lenders, as the case may be, may agree upon a course of action for the enforcement of the rights of the Lenders; and the Administrative Agent shall be entitled to refrain from taking any action (without incurring any liability to any Person for so refraining) unless and until the Administrative Agent shall have received instructions from Required the Majority Lenders or the Lenders, as the case may be. All rights of action under the Loan Documents and all right to the Collateral, if any, hereunder may be enforced by the Administrative Agent and any suit or proceeding instituted by the Administrative Agent in furtherance of such enforcement shall be brought in its name as the Administrative Agent without the necessity of joining as plaintiffs or defendants any other Lender, and the recovery of any judgment shall be for the benefit of the Lenders (and, with respect to Lender Hedging the Secured Swap Agreements, Affiliatesthe Administrative Agent and Affiliates of the Lender or of the Administrative Agent, if applicable) subject to the expenses of the Administrative Agent. In actions with respect to any property Property of the Borrower Parent or any other ObligorRestricted Subsidiary, the Administrative Agent is acting for the ratable benefit of each Lender (and, with respect to Lender Hedging Agreement, Affiliates, if applicable)Lender. Any and all agreements to subordinate (whether made heretofore or hereafter) other indebtedness or obligations of Borrower the Loan Parties to the Obligations Indebtedness shall be construed as being for the ratable benefit of each Lender (and, with respect to the Secured Swap Agreements, the Administrative Agent and Affiliates of the Lender Hedging Agreement, Affiliatesor of the Administrative Agent, if applicable). (b) Each Lender authorizes and directs the Administrative Agent to enter into the Collateral Documents Security Instruments on behalf of and for the benefit of the Lenders (and, with respect to Lender Hedging Agreements, Affiliates, if applicable)(or or if previously entered into, hereby ratifies the Administrative Agent’s (or any predecessor administrative agent’s) previously entering into such agreements and Collateral DocumentsSecurity Instruments). (c) Except to the extent unanimity (or other percentage set forth in Section 10.112.02) is required hereunder, each Lender agrees that any action taken by the Required Majority Lenders in accordance with the provisions of the Loan Documents, and the exercise by the Required Majority Lenders of the power set forth herein or therein, together with such other powers as are reasonably incidental thereto, shall be authorized by and binding upon all of the Lenders. (d) The Administrative Agent is hereby authorized on behalf of the LendersLenders (and, with respect to the Secured Swap Agreements, the Administrative Agent and Affiliates of the Lender or of the Administrative Agent, if applicable), without the necessity of any notice to or further consent from any Lender, from time to time to take any action with respect to any Collateral or Collateral Documents Security Instruments which may be necessary to create, perfect and maintain perfected the Liens upon the Collateral granted pursuant to the Collateral DocumentsSecurity Instruments. (e) The Administrative Agent shall not have no any obligation whatsoever to any Lender or to any other Person to assure that the Collateral exists or is owned (whether in fee or by any Obligor leasehold) by the Person purporting to own it or is cared for, protected, or insured or has been encumbered or that the Liens granted to the Administrative Agent (or any predecessor administrative agent) herein or pursuant thereto to the Security Instruments have been properly or sufficiently or lawfully created, perfected, protected, or enforced, or are entitled to any particular priority, or to exercise at all or in any particular manner or under any duty of care, disclosure, or fidelity, or to continue exercising, any of the Rights rights granted or available to the Administrative Agent in this Section 9.03 11.03 or in any of the Collateral DocumentsSecurity Instruments; it being understood and agreed that in respect of the CollateralIT BEING UNDERSTOOD AND AGREED THAT IN RESPECT OF THE COLLATERAL, or any actOR ANY ACT, omissionOMISSION, or event related theretoOR EVENT RELATED THERETO, the Administrative Agent may act in any manner it may deem appropriateTHE ADMINISTRATIVE AGENT MAY ACT IN ANY MANNER IT MAY DEEM APPROPRIATE, in its sole discretionIN ITS SOLE DISCRETION, given the Administrative Agent’s own interest in the Collateral as one of the Lenders and that the Administrative Agent shall have no duty or liability whatsoever to any LenderAND THAT THE ADMINISTRATIVE AGENT SHALL HAVE NO DUTY OR LIABILITY WHATSOEVER WITH RESPECT TO ANY COLLATERAL OR THE SECURITY INSTRUMENTS TO ANY LENDER (AND, other than to act without gross negligence or willful misconductWITH RESPECT TO THE SECURED SWAP AGREEMENTS, THE ADMINISTRATIVE AGENT AND AFFILIATES OF THE LENDER OR OF THE ADMINISTRATIVE AGENT, IF APPLICABLE), IN THE ABSENCE OF ITS OWN GROSS NEGLIGENCE OR WILLFUL MISCONDUCT AS DETERMINED BY A COURT OF COMPETENT JURISDICTION IN A FINAL AND NON-APPEALABLE JUDGMENT. (f) The Lenders hereby irrevocably authorize the Administrative Agent, at its option and in its discretion, to release any Lien granted to or held by the Administrative Agent upon any Collateral: (i) upon the payment in full of the Indebtedness (other than inchoate or contingent or reimbursable obligations for which no claim has been asserted); (ii) constituting property being sold or disposed of to a Person that is not a Loan Party if any Loan Party certifies in a certificate of a Responsible Officer of such Loan Party to the Administrative Agent that the sale or disposition is permitted under this Agreement (and the Administrative Agent may rely conclusively on any such certificate, without further inquiry); (iii) constituting “Excluded Property” as defined in the Security Agreement; (iv) constituting property in which no Obligor neither the Parent nor any Restricted Subsidiary owned an interest at the time the Lien was granted or at any time thereafter; (iiv) constituting property leased to an Obligor the Parent or a Restricted Subsidiary under a lease which has expired or been terminated in a transaction permitted under the Loan Document Documents or is about to expire and which has not been, and is not intended by the Parent or such Obligor Restricted Subsidiary to be, renewed; and or (iiivi) consisting of an instrument or other possessory collateral evidencing Indebtedness Debt or other obligations pledged to the Administrative Agent (for the benefit of the LendersSecured Creditors), if the Indebtedness Debt or obligations evidenced thereby has been paid in fullfull or otherwise superseded. In addition, the Lenders irrevocably authorize the Administrative Agent to release Liens upon Collateral as contemplated herein and in Section 10.01(c) or (d)the other Loan Documents, or if approved, authorized, or ratified in writing by the requisite Lenders. Upon request by the Administrative Agent at any time, the Lenders will confirm in writing the Administrative Agent’s authority to release particular types or items of Collateral pursuant to this Section 9.0311.03. (g) The Lenders hereby irrevocably authorize the Administrative Agent, at its option, and in its sole discretion, to release any Guarantor (other than the Parent) from its obligations under this Agreement if such Person ceases to be a Material Subsidiary or becomes an Unrestricted Subsidiary as a result of a designation permitted pursuant to Section 9.19. (h) In furtherance of the authorizations set forth in this Section 9.0311.03, each Lender (and, with respect to the Secured Swap Agreements, the Administrative Agent and Affiliates of the Lender or of the Administrative Agent, if applicable) hereby irrevocably appoints the Administrative Agent as its attorney-in-fact, with full power of substitution, for and on behalf of and in the name of each such Lender (i) to enter into Collateral Documents Security Instruments (including, without limitation, any appointments of substitute trustees under any Collateral DocumentsSecurity Instruments), (ii) to take action with respect to the Collateral and Collateral Documents Security Instruments to create, perfect, maintain, and preserve the Lenders’ LiensLiens therein, and (iii) to execute instruments of release or to take other action necessary to release Liens upon any Collateral or to release Guarantors to the extent authorized herein or in paragraph (f) hereofthe other Loan Documents. This power of attorney shall be liberally, not restrictively, construed so as to give the greatest latitude to the Administrative Agent’s power, as attorney, relative to the guarantee and Collateral matters described in this Section 9.0311.03. The powers and authorities herein conferred on the Administrative Agent may be exercised by the Administrative Agent through any Person who, at the time of the execution of a particular instrument, is an officer of the Administrative Agent (or any Person acting on behalf of the Administrative Agent pursuant to a valid power of attorney). The power of attorney conferred by this Section 9.03(g11.03(h) to the Administrative Agent is granted for valuable consideration and is coupled with an interest and is irrevocable (subject to Section 11.01) so long as the ObligationsIndebtedness, or any part thereof, shall remain unpaid or the Lenders are obligated to make any Borrowings Loan under the Loan Documents.

Default; Collateral. (a) Upon the occurrence and continuance of a Default or an Event of Default, the Lenders agree to promptly confer in order that Required Lenders or shall have the Lenders, as the case may be, may agree upon sole right to determine a course of action for the enforcement of the rights of the Lenders; , and the Administrative Agent shall be entitled to refrain from taking any action (without incurring any liability to any Person for so refraining) unless and until the Administrative Agent shall have received instructions from the Required Lenders. All rights of action under the Loan Documents and all right to the Collateral, if any, hereunder may be enforced by the Administrative Agent (at the direction of the Required Lenders) and any suit or proceeding instituted by the Administrative Agent in furtherance of such enforcement shall be brought in its name as the Administrative Agent without the necessity of joining as plaintiffs or defendants any other Lender, and the recovery of any judgment shall be for the benefit of the Lenders (and, with respect to Lender Hedging Agreements, Affiliates, if applicable) subject to the fees and expenses of the Administrative Agent. In actions with respect to any Collateral or other property or assets of the Borrower Borrowers or any other Obligorsubsidiary, the Administrative Agent is acting for the ratable benefit of each Lender (and, with respect according to Lender Hedging Agreement, Affiliates, if applicabletheir Applicable Percentages). Any and all agreements to subordinate (whether made heretofore or hereafter) other indebtedness or obligations of Borrower the Loan Parties to the Obligations Debt shall be construed as being for the ratable benefit of each Lender (and, with respect according to Lender Hedging Agreement, Affiliates, if applicabletheir Applicable Percentages). (b) Each Lender authorizes and directs the Administrative Agent to enter into the Collateral Loan Documents on behalf of and for the benefit of the Lenders (and, with respect to Lender Hedging Agreements, Affiliates, if applicable)(or or if previously entered into, hereby ratifies the Administrative Agent’s (or any predecessor administrative agent’s) previously entering into such agreements and Collateral Documentsagreements). (c) Except to the extent unanimity (or other percentage set forth in Section 10.1) is required hereunder, each Each Lender agrees that any action taken by the Required Lenders in accordance with the provisions of the Loan Documents, and the exercise by the Required Lenders of the power set forth herein or therein, together with such other powers as are reasonably incidental thereto, shall be authorized by and binding upon upon, all of the Lenders. (d) The Administrative Agent (at the direction of the Required Lenders) is hereby authorized (but not obligated) on behalf of the Lenders, without the necessity of any notice to or further consent from any LenderLender other than Required Lenders, from time to time to take any action with respect to any Property, Collateral or Collateral Loan Documents which may be necessary to create, perfect and maintain perfected the Liens upon the Collateral and the Properties granted pursuant to the Collateral Loan Documents. (e) The Administrative Agent shall not have no any obligation whatsoever to any Lender or to any Related Party of a Lender or to any other Person to assure that the Collateral exists Properties exist or is are owned (whether in fee or by any Obligor leasehold) by the Person purporting to own it or is cared for, protected, or insured or has been encumbered or that the Liens granted to the Administrative Agent (or any predecessor administrative agent) herein or pursuant thereto to the Loan Documents have been properly or sufficiently or lawfully created, perfected, protected, or enforced, or are entitled to any particular priority, or to exercise at all or in any particular manner or under any duty of care, disclosure, or fidelity, or to continue exercising, any of the Rights rights granted or available to the Administrative Agent in this Section 9.03 10.03 or in any of the Collateral Loan Documents; it being understood and agreed that in respect of IT BEING UNDERSTOOD AND AGREED THAT IN RESPECT OF THE LOAN OR ANY LOAN DOCUMENT, OR ANY ACT, OMISSION, OR EVENT RELATED THERETO, ADMINISTRATIVE AGENT MAY ACT IN ANY MANNER IT MAY DEEM APPROPRIATE, IN ITS SOLE DISCRETION, AND THAT ADMINISTRATIVE AGENT SHALL HAVE NO DUTY OR LIABILITY WHATSOEVER WITH RESPECT TO ANY LOAN OR THE LOAN DOCUMENTS TO ANY LENDER OR ANY RELATED PARTY OF ANY LENDER OR TO ANY OTHER PERSON IN THE ABSENCE OF ITS OWN GROSS NEGLIGENCE, BAD FAITH OR WILLFUL MISCONDUCT AS DETERMINED BY A COURT OF COMPETENT JURISDICTION IN A FINAL AND NON-APPEALABLE JUDGMENT. Notwithstanding anything contained herein to the Collateralcontrary, or any act, omission, or event related thereto, the Administrative Agent may act in any manner it may deem appropriate, in its sole discretion, given the Administrative Agent’s own interest in the Collateral as one of the Lenders and that the Administrative Agent shall not have no any duty to (i) file or liability whatsoever prepare any financing or continuation statements or record any documents or instruments in any public office for purposes of creating, perfecting or maintaining any Lien or security interest created under the Loan Documents, (ii) take any necessary steps to preserve rights against any parties with respect to any LenderLoan, other than or (iii) take any action to act without gross negligence or willful misconductprotect against any diminution in value of the Loan. (f) The Lenders hereby irrevocably authorize Administrative Agent (upon further written direction of the Administrative Agent, at its option and in its discretion, Required Lenders as provided below) to release any Lien granted to or held by the Administrative Agent upon in respect of any CollateralLoan: (i) upon the payment in full of the Obligations (other than inchoate or contingent or reimbursable obligations for which no claim has been asserted), (ii) constituting property being sold or disposed of to a Person that is not a Loan Party pursuant to a sale or disposition that is permitted under this Agreement (and Administrative Agent may, to the extent reasonable, request and in any case shall rely conclusively on a certificate of the BVI Borrower to that effect, without further inquiry), (iii) constituting property in which no Obligor neither the Borrowers nor any subsidiary owned an interest at the time the Lien was granted or at any time thereafter; , (iiiv) constituting property leased to an Obligor the Borrowers or a subsidiary under a lease which has expired or been terminated in a transaction permitted under the Loan Document Documents or is about to expire and which has not been, and is not intended by the Borrowers or such Obligor subsidiary to be, renewed; and , (iiiv) upon release of any Guarantor from its Obligations under any Loan Document to which it is a party if such Person ceases to be a Restricted Subsidiary of BVI Borrower as a result of a transaction permitted hereunder, (vi) consisting of an instrument or other possessory loan evidencing Indebtedness Debt or other obligations pledged to the Administrative Agent (for the benefit of the Lenders), if the Indebtedness Debt or obligations evidenced thereby has been paid in full. In additionfull or otherwise superseded, the Lenders irrevocably authorize the Administrative Agent to release Liens upon Collateral as contemplated in Section 10.01(c) or (d)vii) upon the Properties as otherwise contemplated herein and in the other Loan Documents, or if approved, authorized, or ratified in writing by the requisite Required Lenders. Upon request by the Administrative Agent at any time, the Lenders will confirm in writing the Administrative Agent’s authority to release particular types or items of Collateral pursuant to this Section 9.03. (g) In furtherance of the authorizations set forth in this Section 9.0310.03, each Lender hereby irrevocably appoints the Administrative Agent as its attorney-in-fact, with full power of substitution, for and on behalf of and in the name of each such Lender (i) to enter into Collateral Loan Documents (including, without limitation, any appointments of substitute trustees under any Collateral DocumentsLoan Document), (ii) to take action (at the direction of the Required Lenders) with respect to the Collateral Loan and Collateral Loan Documents to create, perfect, maintain, and preserve Lenders’ Liensthe Administrative Agent’s Liens therein, and (iii) to execute instruments of release or to take other action necessary to release Liens upon any Collateral Loan or to release Guarantors to the extent authorized herein or in paragraph (f) hereofthe other Loan Documents. This power of attorney shall be liberally, not restrictively, construed so as to give the greatest latitude to the Administrative Agent’s power, as attorney, relative to the Collateral guarantee and Loan matters described in this Section 9.0310.03. The powers and authorities herein conferred on the Administrative Agent may be exercised by the Administrative Agent through any Person who, at the time of the execution of a particular instrument, is an officer of the Administrative Agent (or any Person acting on behalf of the Administrative Agent pursuant to a valid power of attorney). The power of attorney conferred by this Section 9.03(g10.03(g) to the Administrative Agent is granted for valuable consideration and is coupled with an interest and is irrevocable (subject to Section 10.01) so long as the ObligationsDebt, or any part thereof, shall remain unpaid or the Lenders are obligated to make any Borrowings Loan under the Loan Documents.

Default; Collateral. (a) Upon the occurrence and continuance of a Default or Event of Default, the Lenders Xxxxx agree to promptly confer in order that Majority Banks, Required Lenders Banks or the LendersBanks, as the case may be, may agree upon a course of action for the enforcement of the rights of the LendersBanks; and the Administrative Agent shall be entitled to refrain from taking any action (without incurring any liability to any Person for so refraining) unless and until the Administrative Agent shall have received instructions from Majority Banks, Required LendersBanks or Banks, as the case may be. All rights of action under the Loan Documents Papers and all right to the Collateralcollateral under the Loan Papers, if any, hereunder may be enforced by the Administrative Agent and any suit or proceeding instituted by the Administrative Agent in furtherance of such enforcement shall be brought in its name as the Administrative Agent without the necessity of joining as plaintiffs or defendants any other LenderSecured Party, and the recovery of any judgment shall be for the benefit of the Lenders (and, with respect to Lender Hedging Agreements, Affiliates, if applicable) Secured Parties subject to the expenses of the Administrative Agent. In actions with respect to any property of the Borrower or any other ObligorCredit Party, the Administrative Agent is acting for the ratable benefit of each Lender (and, with respect to Lender Hedging Agreement, Affiliates, if applicable)Secured Party as provided in the Loan Papers. Any and all agreements to subordinate (whether made heretofore or hereafter) other indebtedness or obligations of Borrower to the Obligations shall be construed as being for the ratable benefit of each Lender (and, with respect to Lender Hedging Agreement, Affiliates, if applicable)Secured Party as provided in the Loan Papers. (b) Each Lender Secured Party authorizes and directs the Administrative Agent to enter into the Collateral Documents other Loan Papers on behalf of and for the benefit of the Lenders such Secured Party (and, with respect to Lender Hedging Agreements, Affiliates, if applicable)(or or if previously entered into, hereby ratifies the Administrative Agent’s previously entering into such agreements and Collateral Documentsother Loan Papers). (c) Except to the extent unanimity (or other percentage set forth in Section 10.114.2) is required hereunder, each Lender Bank agrees that any action taken by Majority Banks or Required Banks, as the Required Lenders case may be, in accordance with the provisions of the Loan DocumentsPapers, and the exercise by Majority Banks or Required Banks, as the Required Lenders case may be, of the power set forth herein or therein, together with such other powers as are reasonably incidental thereto, shall be authorized and binding upon all of the LendersBanks. (d) The Administrative Agent is hereby authorized on behalf of the LendersSecured Parties, without the necessity of any notice to or further consent from any LenderSecured Party, from time to time to take any action with respect to any Collateral collateral under the Loan Papers or Collateral Documents any Loan Papers which may be necessary to perfect and maintain perfected the Liens upon the Collateral such collateral granted pursuant to the Collateral Documentsother Loan Papers. (e) The Administrative Agent shall not have no any obligation whatsoever to any Lender Secured Party or to any other Person to assure that the Collateral such collateral exists or is owned by any Obligor the Person purporting to own it or is cared for, protected, or insured or has been encumbered or that the Liens granted to the Administrative Agent herein or pursuant thereto have been properly or sufficiently or lawfully created, perfected, protected, or enforced, or are entitled to any particular priority, or to exercise at all or in any particular manner or under any duty of care, disclosure, or fidelity, or to continue exercising, any of the Rights rights granted or available to the Administrative Agent in this Section 9.03 12.3 or in any of the Collateral Documentsother Loan Papers; it being understood and agreed that in respect of the CollateralIT BEING UNDERSTOOD AND AGREED THAT IN RESPECT OF THE COLLATERAL UNDER THE LOAN PAPERS, or any actOR ANY ACT, omissionOMISSION, or event related theretoOR EVENT RELATED THERETO, the Administrative Agent may act in any manner it may deem appropriateADMINISTRATIVE AGENT MAY (AS BETWEEN ADMINISTRATIVE AGENT AND THE SECURED PARTIES) ACT IN ANY MANNER IT MAY DEEM APPROPRIATE, in its sole discretionIN ITS SOLE DISCRETION, given the Administrative Agent’s own interest in the Collateral as one of the Lenders and that the Administrative Agent shall have no duty or liability whatsoever to any Lender, other than to act without gross negligence or willful misconductGIVEN ADMINISTRATIVE AGENT’S OWN INTEREST IN SUCH COLLATERAL AS ONE OF THE SECURED PARTIES AND THAT ADMINISTRATIVE AGENT SHALL HAVE NO DUTY OR LIABILITY WHATSOEVER TO ANY SECURED PARTY OTHER THAN TO ACT WITHOUT GROSS NEGLIGENCE OR WILLFUL MISCONDUCT. (f) The Lenders hereby irrevocably authorize the Administrative Agent, at its option and in its discretion, to release any Lien granted to or held by the Administrative Agent upon any Collateral: (i) constituting property in which no Obligor owned an interest at the time the Lien was granted or at any time thereafter; (ii) constituting property leased to an Obligor under a lease which has expired or been terminated in a transaction permitted under the Loan Document or is about to expire and which has not been, and is not intended by such Obligor to be, renewed; and (iii) consisting of an instrument evidencing Indebtedness pledged to the Administrative Agent (for the benefit of the Lenders), if the Indebtedness evidenced thereby has been paid in full. In addition, the Lenders irrevocably authorize the Administrative Agent to release Liens upon Collateral as contemplated in Section 10.01(c) or (d), or if approved, authorized, or ratified in writing by the requisite Lenders. Upon request by the Administrative Agent at any time, the Lenders will confirm in writing the Administrative Agent’s authority to release particular types or items of Collateral pursuant to this Section 9.03. (g) In furtherance of the authorizations set forth in this Section 9.0312.3, each Lender Secured Party hereby irrevocably appoints the Administrative Agent as its attorney-in-fact, with full power of substitution, for and on behalf of and in the name of each such Lender Secured Party (i) to enter into Collateral Documents the other Loan Papers (including, without limitation, including any appointments of substitute trustees under any Collateral Documentssuch Loan Papers), (ii) to take action with respect to the Collateral other Loan Papers and Collateral Documents the collateral thereunder to perfect, maintain, and preserve Lenders’ Administrative Agent’s Liens, and (iii) to execute instruments of release or to take other action necessary to release Liens upon any Collateral such collateral to the extent authorized in paragraph (f) hereofSection 12.14. This power of attorney shall be liberally, not restrictively, construed so as to give the greatest latitude to the Administrative Agent’s power, as attorney, relative to the Collateral matters described in this Section 9.0312.3 relating to collateral. The powers and authorities herein conferred on the Administrative Agent may be exercised by the Administrative Agent through any Person who, at the time of the execution of a particular instrument, is an officer of the Administrative Agent (or any Person acting on behalf of the Administrative Agent pursuant to a valid power of attorney). The power of attorney conferred by this Section 9.03(g12.3(f) to the Administrative Agent is granted for valuable consideration and is coupled with an interest and is irrevocable so long as the Obligations, or any part thereof, shall remain unpaid or the Lenders Banks are obligated to make any Borrowings Loan or issue any Letter of Credit under the Loan DocumentsPapers.

Default; Collateral. (a) Upon the occurrence and continuance of a Default or Event of Default, the Lenders agree to promptly confer in order that the Required Lenders or the Lenders, as the case may be, may agree upon a course of action for the enforcement of the rights of the Lenders; and the Administrative Agent shall be entitled to refrain from taking any action (without incurring any liability to any Person for so refraining) unless and until the Administrative Agent shall have received instructions from the Required Lenders or the Lenders, as the case may be. All rights of action under the Loan Documents and all right to the CollateralMortgaged Properties, if any, hereunder may be enforced by the Administrative Agent and any suit or proceeding instituted by the Administrative Agent in furtherance of such enforcement shall be brought in its name as the Administrative Agent without the necessity of joining as plaintiffs or defendants any other Lender, and the recovery of any judgment shall be for the benefit of the Lenders (and, with respect to Lender Hedging AgreementsSecured Swap Agreements and Bank Products, Affiliates, if applicable) subject to the expenses of the Administrative Agent. In actions with respect to any property Property of the Borrower or any other ObligorSubsidiary, the Administrative Agent is acting for the ratable benefit of each Lender (and, with respect to Lender Hedging AgreementSecured Swap Agreements and Bank Products, Affiliates, if applicable). Any and all agreements to subordinate (whether made heretofore or hereafter) other indebtedness or obligations of Borrower to the Obligations Indebtedness shall be construed as being for the ratable benefit of each Lender (and, with respect to Lender Hedging AgreementSecured Swap Agreements and Bank Products, Affiliates, if applicable). (b) Each Lender authorizes and directs the Administrative Agent to enter into the Collateral Documents Security Instruments on behalf of and for the benefit of the Lenders (and, with respect to Lender Hedging AgreementsSecured Swap Agreements and Bank Products, Affiliates, if applicable)(or if previously entered into, hereby ratifies the Administrative Agent’s (or any predecessor administrative agent’s) previously entering into such agreements and Collateral DocumentsSecurity Instruments). (c) Except to the extent unanimity (or other percentage set forth in Section 10.1) is required hereunder, each Lender agrees that any action taken by the Required Lenders in accordance with the provisions of the Loan Documents, and the exercise by the Required Lenders of the power set forth herein or therein, together with such other powers as are reasonably incidental thereto, shall be authorized and binding upon all of the Lenders. (d) The Administrative Agent is hereby authorized on behalf of the Lenders, without the necessity of any notice to or further consent from any Lender, from time to time to take any action with respect to any Collateral Mortgaged Property or Collateral Documents Security Instruments which may be necessary to perfect and maintain perfected the Liens upon the Collateral Mortgaged Properties granted pursuant to the Collateral DocumentsSecurity Instruments. (e) The Administrative Agent shall not have no any obligation whatsoever to any Lender or to any other Person to assure that the Collateral Mortgaged Property exists or is owned (whether in fee or by any Obligor leasehold) by the Person purporting to own it or is cared for, protected, or insured or has been encumbered or that the Liens granted to the Administrative Agent (or any predecessor administrative agent) herein or pursuant thereto have been properly or sufficiently or lawfully created, perfected, protected, or enforced, or are entitled to any particular priority, or to exercise at all or in any particular manner or under any duty of care, disclosure, or fidelity, or to continue exercising, any of the Rights rights granted or available to the Administrative Agent in this Section 9.03 11.03 or in any of the Collateral DocumentsSecurity Instruments; it being understood and agreed that in respect of the CollateralIT BEING UNDERSTOOD AND AGREED THAT IN RESPECT OF THE MORTGAGED PROPERTY, or any actOR ANY ACT, omissionOMISSION, or event related theretoOR EVENT RELATED THERETO, the Administrative Agent may act in any manner it may deem appropriateTHE ADMINISTRATIVE AGENT MAY ACT IN ANY MANNER IT MAY DEEM APPROPRIATE, in its sole discretionIN ITS SOLE DISCRETION, given the Administrative Agent’s own interest in the Collateral as one of the Lenders and that the Administrative Agent shall have no duty or liability whatsoever to any LenderGIVEN THE ADMINISTRATIVE AGENT’S OWN INTEREST IN THE MORTGAGED PROPERTY AS ONE OF THE LENDERS AND THAT THE ADMINISTRATIVE AGENT SHALL HAVE NO DUTY OR LIABILITY WHATSOEVER TO ANY LENDER (AND, other than to act without gross negligence or willful misconductWITH RESPECT TO SECURED SWAP AGREEMENTS AND BANK PRODUCTS, AFFILIATES), OTHER THAN TO ACT WITHOUT GROSS NEGLIGENCE OR WILLFUL MISCONDUCT. (f) The Lenders hereby irrevocably authorize the Administrative Agent, at its option and in its discretion, to release any Lien granted to or held by the Administrative Agent upon any CollateralMortgaged Property: (iA) constituting property in which no Obligor neither Borrower nor any Subsidiary owned an interest at the time the Lien was granted or at any time thereafter; (iiB) constituting property leased to an Obligor the Borrower or a Subsidiary under a lease which has expired or been terminated in a transaction permitted under the Loan Document Documents or is about to expire and which has not been, and is not intended by the Borrower or such Obligor Subsidiary to be, renewed; and or (iiiC) consisting of an instrument or other possessory collateral evidencing Indebtedness Debt or other obligations pledged to the Administrative Agent (for the benefit of the Lenders), if the Indebtedness Debt or obligations evidenced thereby has been paid in fullfull or otherwise superseded. In addition, the Lenders irrevocably authorize the Administrative Agent to release Liens upon Collateral Mortgaged Property as contemplated herein and in Section 10.01(c) or (d)the other Loan Documents, or if approved, authorized, or ratified in writing by the requisite Lenders. Upon request by the Administrative Agent at any time, the Lenders will confirm in writing the Administrative Agent’s authority to release particular types or items of Collateral Mortgaged Property pursuant to this Section 9.0311.03. (g) In furtherance of the authorizations set forth in this Section 9.0311.03, each Lender hereby irrevocably appoints the Administrative Agent as its attorney-in-fact, with full power of substitution, for and on behalf of and in the name of each such Lender (i) to enter into Collateral Documents Security Instruments (including, without limitation, any appointments of substitute trustees under any Collateral DocumentsSecurity Instruments), (ii) to take action with respect to the Collateral Mortgaged Property and Collateral Documents Security Instruments to perfect, maintain, and preserve the Lenders’ Liens, and (iii) to execute instruments of release or to take other action necessary to release Liens upon any Collateral Mortgaged Property to the extent authorized herein or in paragraph (f) hereofthe other Loan Documents. This power of attorney shall be liberally, not restrictively, construed so as to give the greatest latitude to the Administrative Agent’s power, as attorney, relative to the Collateral Mortgaged Property matters described in this Section 9.0311.03. The powers and authorities herein conferred on the Administrative Agent may be exercised by the Administrative Agent through any Person who, at the time of the execution of a particular instrument, is an officer of the Administrative Agent (or any Person acting on behalf of the Administrative Agent pursuant to a valid power of attorney). The power of attorney conferred by this Section 9.03(g11.03(g) to the Administrative Agent is granted for valuable consideration and is coupled with an interest and is irrevocable so long as the ObligationsIndebtedness, or any part thereof, shall remain unpaid or the Lenders are obligated to make any Borrowings Loan or issue any Letter of Credit under the Loan Documents.

Default; Collateral. (a) Upon the occurrence and continuance of a Default or Event of Default, the Lenders agree to promptly confer in order that Required Lenders or the Lenders, as the case may be, may agree upon a course of action for the enforcement of the rights of the Lenders; and the Administrative Agent shall be entitled to refrain from taking any action (without incurring any liability to any Person for so refraining) unless and until the Administrative Agent shall have received instructions from Required Lenders. All rights of action under the Loan Documents and all right to the Collateral, if any, hereunder may be enforced by the Administrative Agent (or Collateral Agent) and any suit or proceeding instituted by the Administrative Agent (or Collateral Agent) in furtherance of such enforcement shall be brought in its name as the Administrative Agent (or Collateral Agent) without the necessity of joining as plaintiffs or defendants any other Lender, and the recovery of any judgment shall be for the benefit of the Lenders (and, with respect to Lender Hedging Agreements, Affiliates, if applicable) subject to the expenses of the Administrative Agent and Collateral Agent. In actions with respect to any property of the Borrower or any other Obligor, the Administrative Agent (and the Collateral Agent) is acting for the ratable benefit of each Lender (and, with respect to Lender Hedging Agreement, Affiliates, if applicable). Any and all agreements to subordinate (whether made heretofore or hereafter) other indebtedness or obligations of Borrower to the Obligations shall be construed as being for the ratable benefit of each Lender (and, with respect to Lender Hedging Agreement, Affiliates, if applicable). (b) Each Lender authorizes and directs the Administrative Agent and the Collateral Agent to enter into the Collateral Documents on behalf of and for the benefit of the Lenders (and, with respect to Lender Hedging Agreements, Affiliates, if applicable)(or if previously entered into, hereby ratifies the Administrative Agent’s and Collateral Agent’s previously entering into such agreements and Collateral Documents). (c) Except to the extent unanimity (or other percentage set forth in Section 10.110.01) is required hereunder, each Lender agrees that any action taken by the Required Lenders in accordance with the provisions of the Loan Documents, and the exercise by the Required Lenders of the power set forth herein or therein, together with such other powers as are reasonably incidental thereto, shall be authorized and binding upon all of the Lenders. (d) The Administrative Agent is and Collateral Agent are each hereby authorized on behalf of the Lenders, without the necessity of any notice to or further consent from any Lender, from time to time to take any action with respect to any Collateral or Collateral Documents which may be necessary to perfect and maintain perfected the Liens upon the Collateral granted pursuant to the Collateral Documents. (e) The Neither the Administrative Agent nor the Collateral Agent shall have no any obligation whatsoever to any Lender or to any other Person to assure that the Collateral exists or is owned by any Obligor or is cared for, protected, or insured or has been encumbered or that the Liens granted to the Administrative Agent and/or Collateral Agent herein or pursuant thereto have been properly or sufficiently or lawfully created, perfected, protected, or enforced, or are entitled to any particular priority, or to exercise at all or in any particular manner or under any duty of care, disclosure, or fidelity, or to continue exercising, any of the Rights granted or available to the Administrative Agent or Collateral Agent in this Section 9.03 or in any of the Collateral Documents; it being understood and agreed that in respect of the Collateral, or any act, omission, or event related thereto, the Administrative Agent may act in any manner it may deem appropriate, in its sole discretion, given the Administrative Agent’s own interest in the Collateral as one of the Lenders and that the Administrative Agent shall have no duty or liability whatsoever to any Lender, other than to act without gross negligence or willful misconductmisconduct and the same shall apply to the Collateral Agent so long as the Administrative Agent is also the Collateral Agent. (f) The Lenders hereby irrevocably authorize the Administrative Agent and/or Collateral Agent, at its option and in its discretion, to release any Lien granted to or held by the Administrative Agent or Collateral Agent upon any Collateral: (i) constituting property in which no Obligor owned an interest at the time the Lien was granted or at any time thereafter; (ii) constituting property leased or granted to an Obligor under a lease lease, easement or right-of-way which has expired or been terminated in a transaction permitted under the Loan Document or is about to expire and which has not been, and is not intended by such Obligor to be, renewed; and (iii) consisting of an instrument evidencing Indebtedness pledged to the Administrative Agent or Collateral Agent (for the benefit of the Lenders), if the Indebtedness evidenced thereby has been paid in full. In addition, the Lenders irrevocably authorize the Administrative Agent and Collateral Agent to release Liens upon Collateral as contemplated in Section 10.01(c) or (d), or if approved, authorized, or ratified in writing by the requisite Lenders. Upon request by the Administrative Agent (or Collateral Agent) at any time, the Lenders will confirm in writing the Administrative Agent’s (or Collateral Agent’s) authority to release particular types or items of Collateral pursuant to this Section 9.03. (g) In furtherance of the authorizations set forth in this Section 9.03, each Lender hereby irrevocably appoints the Administrative Agent and Collateral Agent its attorney-in-fact, with full power of substitution, for and on behalf of and in the name of each such Lender (i) to enter into Collateral Documents (including, without limitation, any appointments of substitute trustees under any Collateral Documents), (ii) to take action with respect to the Collateral and Collateral Documents to perfect, maintain, and preserve Lenders’ Liens, and (iii) to execute instruments of release or to take other action necessary to release Liens upon any Collateral to the extent authorized in paragraph (f) hereof. This power of attorney shall be liberally, not restrictively, construed so as to give the greatest latitude to the Administrative Agent’s and the Collateral Agent’s power, as attorney, relative to the Collateral matters described in this Section 9.03. The powers and authorities herein conferred on the Administrative Agent and Collateral Agent may be exercised by the Administrative Agent or Collateral Agent through any Person who, at the time of the execution of a particular instrument, is an officer of the Administrative Agent or Collateral Agent (or any Person acting on behalf of the Administrative Agent or Collateral Agent pursuant to a valid power of attorney). The power of attorney conferred by this Section 9.03(g) to the Administrative Agent and Collateral Agent is granted for valuable consideration and is coupled with an interest and is irrevocable so long as the Obligations, or any part thereof, shall remain unpaid or the Lenders are obligated to make any Borrowings under the Loan Documentsunpaid.

Default; Collateral. (a) Upon the occurrence and during the continuance of a Default or an Event of Default, the Lenders Note Holders agree to promptly confer in order that Required Lenders or Holders shall have the Lenders, as the case may be, may agree upon sole right to determine a course of action for the enforcement of the rights of the Lenders; Note Holders, and the Administrative Collateral Agent shall be entitled to refrain from taking any action (without incurring any liability to any Person for so refraining) unless and until the Administrative Collateral Agent shall have received written instructions from the Required LendersHolders (email being sufficient). All rights of action under the Loan Transaction Documents and all right rights to the CollateralCollateral (as defined in the Security Documents), if any, hereunder and thereunder may be enforced by the Administrative Collateral Agent (at the written direction of the Required Holders) and any suit or proceeding instituted by the Administrative Collateral Agent in furtherance of such enforcement shall be brought in its name as the Administrative Collateral Agent without the necessity of joining as plaintiffs or defendants any other LenderNote Holder, and the recovery of any judgment shall be for the benefit of the Lenders (and, with respect to Lender Hedging Agreements, Affiliates, if applicable) Note Holders subject to the reasonable and documented fees, expenses of and other amounts payable to the Administrative Collateral Agent. In actions with respect to any Collateral or other property or assets of the Borrower Company or any other Obligorof its Subsidiaries, the Administrative Collateral Agent is acting for the ratable benefit of each Lender (and, with respect to Lender Hedging Agreement, Affiliates, if applicable)Note Holder. Any and all agreements to subordinate (whether made heretofore or hereafter) other indebtedness or obligations of Borrower to the Obligations shall be construed as being for the ratable benefit of each Lender (and, with respect to Lender Hedging Agreement, Affiliates, if applicable). (b) Each Lender Note Holder authorizes and directs the Administrative Collateral Agent to enter into the Collateral Transaction Documents to which it is a party on the date hereof on behalf of and for the benefit of the Lenders (and, with respect to Lender Hedging Agreements, Affiliates, if applicable)(or if previously entered into, hereby ratifies the Administrative Agent’s previously entering into such agreements and Collateral Documents)Note Holders. (cb) Except to the extent unanimity (or other percentage set forth in Section 10.1) that the consent of such Note Holder is required hereunderunder the terms of this Agreement, each Lender Note Holder agrees that any action taken by the Required Lenders Holders in accordance with the provisions of the Loan Transaction Documents, and the exercise by the Required Lenders Holders of the power powers set forth herein or therein, together with such other powers as are reasonably incidental thereto, shall be authorized by and binding upon upon, all of the LendersNote Holders. (dc) The Administrative Collateral Agent is hereby authorized (but not obligated) on behalf of the LendersNote Holders, without the necessity of any notice to or further consent from any LenderNote Holder, from time to time to take any action with respect to any property, Collateral or Collateral Transaction Documents which may be necessary to create, perfect and maintain perfected the Liens upon the Collateral and the properties granted pursuant to the Collateral Transaction Documents. (ed) The Administrative Collateral Agent shall not have no any obligation whatsoever to any Lender Note Holder or to any other Person to assure that the Collateral exists or is owned (whether in fee or by any Obligor leasehold) by the Person purporting to own it or is cared for, protected, or insured or has been encumbered or that the Liens granted to the Administrative Collateral Agent herein or pursuant thereto to the Transaction Documents have been properly or sufficiently or lawfully created, perfected, protected, protected or enforced, or are entitled to any particular priority, or to exercise at all or in any particular manner or under any duty of care, disclosure, disclosure or fidelity, or to continue exercising, any of the Rights rights granted or available to the Administrative Collateral Agent in this Section 9.03 or in any of the Collateral Transaction Documents; it being understood and agreed that IT BEING UNDERSTOOD AND AGREED THAT IN RESPECT OF THIS AGREEMENT OR ANY TRANSACTION DOCUMENT, OR ANY ACT, OMISSION OR EVENT RELATED THERETO, THE COLLATERAL AGENT SHALL NOT HAVE ANY LIABILITY WHATSOEVER WITH RESPECT TO THIS AGREEMENT OR THE TRANSACTION DOCUMENTS TO ANY PERSON IN THE ABSENCE OF ITS OWN GROSS NEGLIGENCE OR WILLFUL MISCONDUCT AS DETERMINED BY A COURT OF COMPETENT JURISDICTION IN A FINAL AND NON-APPEALABLE JUDGMENT. Notwithstanding anything contained in the Transaction Documents or otherwise to the contrary, except as directed by the Required Holders or as otherwise expressly set forth herein or in the other Transaction Documents, the Collateral Agent shall not have any duty to (i) file or prepare any financing or continuation statements or record any documents or instruments in any public office for purposes of creating, perfecting or maintaining any Lien or security interest created under the Transaction Documents; (ii) take any necessary steps to preserve rights against any parties with respect to any Collateral; or (iii) take any action to protect against any diminution in value of the Collateral, or any act, omission, or event related thereto, the Administrative Agent may act in any manner it may deem appropriate, in its sole discretion, given the Administrative Agent’s own interest in the Collateral as one of the Lenders and that the Administrative Agent shall have no duty or liability whatsoever to any Lender, other than to act without gross negligence or willful misconduct. (fe) The Lenders Note Holders hereby irrevocably authorize the Administrative Agent, at its option and in its discretion, Collateral Agent to release any Lien granted to or held by the Administrative Collateral Agent upon any Collateral: (i) constituting property when the Notes have been paid in which no Obligor owned an interest at the time the Lien was granted or at any time thereafter; full in cash, (ii) constituting property leased solely with respect to an Obligor under a lease which has expired or been terminated the Liens on the subject Collateral, in a transaction connection with any disposition expressly permitted under the Loan Document Transaction Documents, or is about to expire and which has not been, and is not intended by such Obligor to be, renewed; and (iii) consisting of an instrument evidencing Indebtedness pledged solely with respect to the Administrative Agent Liens on the subject Collateral, in connection with such Collateral becoming Excluded Collateral (for as defined in the benefit of Security Documents) as expressly permitted under the Lenders), if the Indebtedness evidenced thereby has been paid in fullTransaction Documents. In addition, the Lenders Note Holders irrevocably authorize the Administrative Collateral Agent to release Liens upon the Collateral as otherwise contemplated herein and in Section 10.01(c) or (d), or the other Transaction Documents if approved, authorized, or ratified approved and authorized in writing by the requisite LendersRequired Holders. Upon request by the Administrative Collateral Agent at any time, the Lenders Required Holders (or such other number or percentage of Note Holders as is required hereunder) will confirm in writing the Administrative Collateral Agent’s authority to release particular types or items of the Collateral pursuant to this Section 9.0310.3(e) and the Collateral Agent shall be entitled to conclusively rely, and shall be fully protected in so relying, upon the authorization of the Required Holders (or such other number or percentage of Note Holders as is required hereunder). In the absence of such confirmation, the Collateral Agent shall be entitled to refrain from granting any release under this Section 10.3(e). (gf) In furtherance of the authorizations set forth in this Section 9.0310.3, each Lender Note Holder hereby irrevocably appoints the Administrative Collateral Agent as its attorney-in-fact, with full power of substitution, for and on behalf of and in the name of each such Lender Note Holder (i) to enter into Collateral Documents (including, without limitation, any appointments of substitute trustees under any Collateral the Transaction Documents), (ii) to take action with respect to the Collateral and Collateral Transaction Documents to create, perfect, maintain, maintain and preserve Lenders’ Liensthe Collateral Agent’s Liens therein, and (iii) to execute instruments of release or to take other action necessary to release Liens upon any Collateral Loan or to release any Guarantor to the extent authorized herein or in paragraph (f) hereofthe other Transaction Documents. This power of attorney shall be liberally, not restrictively, construed so as to give the greatest latitude to the Administrative Collateral Agent’s power, as attorney, relative to the Collateral matters described in this Section 9.0310.3. The powers and authorities herein conferred on the Administrative Collateral Agent may be exercised by the Administrative Collateral Agent through any Person who, at the time of the execution of a particular instrument, is an officer of the Administrative Collateral Agent (or any Person acting on behalf of the Administrative Collateral Agent pursuant to a valid power of attorney). The power of attorney conferred by this Section 9.03(g10.3(f) to the Administrative Collateral Agent is granted for valuable consideration and is coupled with an interest and is irrevocable so long as the ObligationsNote, or any part thereof, shall remain unpaid or the Lenders are obligated to make any Borrowings under the Loan Documentsunpaid.

Default; Collateral. (a) Upon the occurrence and continuance of a Default or Event of Default, the Lenders Banks agree to promptly confer in order that Required Lenders Banks or the LendersBanks, as the case may be, may agree upon a course of action for the enforcement of the rights of the LendersBanks; and the Administrative Agent shall be entitled to refrain from taking any action (without incurring any liability to any Person for so refraining) unless and until the Administrative Agent shall have received instructions from Required LendersBanks or the Banks, as the case may be. All rights of action under the Loan Documents Papers and all right to the Collateralcollateral under the Loan Papers, if any, hereunder may be enforced by the Administrative Agent and any suit or proceeding instituted by the Administrative Agent in furtherance of such enforcement shall be brought in its name as the Administrative Agent without the necessity of joining as plaintiffs or defendants any other LenderBank, and the recovery of any judgment shall be for the benefit of the Lenders Banks (and, with respect to Lender Hedging Agreementscertain Hedge Transactions that are secured under the Loan Papers, Affiliates, if applicable) subject to the expenses of the Administrative Agent. In actions with respect to any property of the Borrower or any other ObligorCredit Party, the Administrative Agent is acting for the ratable benefit of each Lender Bank (and, with respect to Lender Hedging Agreementcertain Hedge Transactions that are secured under the Loan Papers, Affiliates, if applicable). Any and all agreements to subordinate (whether made heretofore or hereafter) other indebtedness or obligations of Borrower to the Obligations shall be construed as being for the ratable benefit of each Lender Bank (and, with respect to Lender Hedging Agreementcertain Hedge Transactions that are secured under the Loan Papers, Affiliates, if applicable). (b) Each Lender Bank authorizes and directs the Administrative Agent to enter into the Collateral Documents other Loan Papers on behalf of and for the benefit of the Lenders such Bank (and, with respect to Lender Hedging Agreementscertain Hedge Transactions that are secured under the Loan Papers, Affiliates, if applicable)(or applicable) (or if previously entered into, hereby ratifies the Administrative Agent’s (or any predecessor administrative agent’s) previously entering into such agreements and Collateral Documentsother Loan Papers). (c) Except to the extent unanimity (or other percentage set forth in Section 10.114.2) is required hereunder, each Lender Bank agrees that any action taken by the Required Lenders Banks in accordance with the provisions of the Loan DocumentsPapers, and the exercise by the Required Lenders Banks of the power set forth herein or therein, together with such other powers as are reasonably incidental thereto, shall be authorized and binding upon all of the LendersBanks. (d) The Administrative Agent is hereby authorized on behalf of the LendersBanks, without the necessity of any notice to or further consent from any LenderBank, from time to time to take any action with respect to any Collateral collateral under the Loan Papers or Collateral Documents any Loan Papers which may be necessary to perfect and maintain perfected the Liens upon the Collateral such collateral granted pursuant to the Collateral Documentsother Loan Papers. (e) The Administrative Agent shall not have no any obligation whatsoever to any Lender Bank or to any other Person to assure that the Collateral such collateral exists or is owned by any Obligor the Person purporting to own it or is cared for, protected, or insured or has been encumbered or that the Liens granted to the Administrative Agent (or any predecessor administrative agent) herein or pursuant thereto have been properly or sufficiently or lawfully created, perfected, protected, or enforced, or are entitled to any particular priority, or to exercise at all or in any particular manner or under any duty of care, disclosure, or fidelity, or to continue exercising, any of the Rights rights granted or available to the Administrative Agent in this Section 9.03 12.3 or in any of the Collateral Documentsother Loan Papers; it being understood and agreed that in respect of the CollateralIT BEING UNDERSTOOD AND AGREED THAT IN RESPECT OF THE COLLATERAL UNDER THE LOAN PAPERS, or any actOR ANY ACT, omissionOMISSION, or event related theretoOR EVENT RELATED THERETO, the Administrative Agent may act in any manner it may deem appropriateTHE ADMINISTRATIVE AGENT MAY (AS BETWEEN THE ADMINISTRATIVE AGENT AND THE BANKS) ACT IN ANY MANNER IT MAY DEEM APPROPRIATE, in its sole discretionIN ITS SOLE DISCRETION, given the Administrative Agent’s own interest in the Collateral as one of the Lenders and that the Administrative Agent shall have no duty or liability whatsoever to any LenderGIVEN THE ADMINISTRATIVE AGENT’S OWN INTEREST IN SUCH COLLATERAL AS ONE OF THE BANKS AND THAT THE ADMINISTRATIVE AGENT SHALL HAVE NO DUTY OR LIABILITY WHATSOEVER TO ANY BANK (AND, other than to act without gross negligence or willful misconductWITH RESPECT TO CERTAIN HEDGE TRANSACTIONS THAT ARE SECURED UNDER THE LOAN PAPERS, AFFILIATES, IF APPLICABLE), OTHER THAN TO ACT WITHOUT GROSS NEGLIGENCE OR WILLFUL MISCONDUCT. (f) The Lenders Banks hereby irrevocably authorize the Administrative Agent, at its option and in its discretion, to release any Lien granted to or held by the Administrative Agent upon any Collateralcollateral under the Loan Papers: (i) constituting property in which no Obligor neither Borrower nor any other Credit Party owned an interest at the time the Lien was granted or at any time thereafter; (ii) constituting property leased to an Obligor Borrower or any other Credit Party under a lease which has expired or been terminated in a transaction permitted under the Loan Document Papers or is about to expire and which has not been, and is not intended by Borrower or such Obligor Credit Party to be, renewed; and (iii) consisting of an instrument or other possessory collateral evidencing Indebtedness Debt or other obligations pledged to the Administrative Agent (for the benefit of the LendersSecured Parties), if the Indebtedness Debt or obligations evidenced thereby has been paid in fullfull or otherwise superseded, or (iv) constituting property disposed of in the Legacy Asset Disposition, an Asset Disposition or other transaction permitted under the Loan Papers. In addition, the Lenders Banks irrevocably authorize the Administrative Agent to release Liens upon Collateral collateral under the Loan Papers as contemplated in Section 10.01(c) or (d)herein, or if approved, authorized, or ratified in writing by the requisite LendersBanks. Upon request by the Administrative Agent at any time, the Lenders Banks will confirm in writing the Administrative Agent’s authority to release particular types or items of Collateral such collateral pursuant to this Section 9.0312.3. (g) In furtherance of the authorizations set forth in this Section 9.0312.3, each Lender Bank hereby irrevocably appoints the Administrative Agent its attorney-in-fact, with full power of substitution, for and on behalf of and in the name of each such Lender Bank (i) to enter into Collateral Documents the other Loan Papers (including, without limitation, any appointments of substitute trustees under any Collateral Documentssuch Loan Papers), (ii) to take action with respect to the Collateral other Loan Papers and Collateral Documents the collateral thereunder to perfect, maintain, and preserve LendersBanks’ Liens, and (iii) to execute instruments of release or to take other action necessary to release Liens upon any Collateral such collateral to the extent authorized in paragraph (f) hereof. This power of attorney shall be liberally, not restrictively, construed so as to give the greatest latitude to the Administrative Agent’s power, as attorney, relative to the Collateral matters described in this Section 9.0312.3 relating to collateral. The powers and authorities herein conferred on the Administrative Agent may be exercised by the Administrative Agent through any Person who, at the time of the execution of a particular instrument, is an officer of the Administrative Agent (or any Person acting on behalf of the Administrative Agent pursuant to a valid power of attorney). The power of attorney conferred by this Section 9.03(g12.3(g) to the Administrative Agent is granted for valuable consideration and is coupled with an interest and is irrevocable so long as the Obligations, or any part thereof, shall remain unpaid or the Lenders Banks are obligated to make any Borrowings Loan or issue any Letter of Credit under the Loan DocumentsPapers.

Default; Collateral. (a) Upon the occurrence and continuance of a Default or Event of Default, the Lenders agree to promptly confer in order that Required the Majority Lenders or the Lenders, as the case may be, may agree upon a course of action for the enforcement of the rights of the Lenders; and the Administrative Agent shall be entitled to refrain from taking any action (without incurring any liability to any Person for so refraining) unless and until the Administrative Agent shall have received instructions from Required the Majority Lenders or the Lenders, as the case may be. All rights of action under the Loan Documents and all right to the CollateralMortgaged Properties, if any, hereunder may be enforced by the Administrative Agent and any suit or proceeding instituted by the Administrative Agent in furtherance of such enforcement shall be brought in its name as the Administrative Agent without the necessity of joining as plaintiffs or defendants any other Lender, and the recovery of any judgment shall be for the benefit of the Lenders (and, with respect to Lender Hedging AgreementsSecured Swap Agreements and Bank Products, Affiliates, if applicable) subject to the expenses of the Administrative Agent. In actions with respect to any property Property of the Borrower or any other ObligorRestricted Subsidiary, the Administrative Agent is acting for the ratable benefit of each Lender (and, with respect to Lender Hedging AgreementSecured Swap Agreements and Bank Products, Affiliates, if applicable). Any and all agreements to subordinate (whether made heretofore or hereafter) other indebtedness or obligations of Borrower to the Obligations Indebtedness shall be construed as being for the ratable benefit of each Lender (and, with respect to Lender Hedging AgreementSecured Swap Agreements and Bank Products, Affiliates, if applicable). (b) Each Lender authorizes and directs the Administrative Agent to enter into the Collateral Documents Security Instruments on behalf of and for the benefit of the Lenders (and, with respect to Lender Hedging AgreementsSecured Swap Agreements and Bank Products, Affiliates, if applicable)(or if previously entered into, hereby ratifies the Administrative Agent’s (or any predecessor administrative agent’s) previously entering into such agreements and Collateral DocumentsSecurity Instruments). (c) Except to the extent unanimity (or other percentage set forth in Section 10.112.02) is required hereunder, each Lender agrees that any action taken by the Required Majority Lenders in accordance with the provisions of the Loan Documents, and the exercise by the Required Majority Lenders of the power set forth herein or therein, together with such other powers as are reasonably incidental thereto, shall be authorized and binding upon all of the Lenders. (d) The Administrative Agent is hereby authorized on behalf of the Lenders, without the necessity of any notice to or further consent from any Lender, from time to time to take any action with respect to any Collateral Mortgaged Property or Collateral Documents Security Instruments which may be necessary to perfect and maintain perfected the Liens upon the Collateral Mortgaged Properties granted pursuant to the Collateral DocumentsSecurity Instruments. (e) The Administrative Agent shall not have no any obligation whatsoever to any Lender or to any other Person to assure that the Collateral Mortgaged Property exists or is owned (whether in fee or by any Obligor leasehold) by the Person purporting to own it or is cared for, protected, or insured or has been encumbered or that the Liens granted to the Administrative Agent (or any predecessor administrative agent) herein or pursuant thereto have been properly or sufficiently or lawfully created, perfected, protected, or enforced, or are entitled to any particular priority, or to exercise at all or in any particular manner or under any duty of care, disclosure, or fidelity, or to continue exercising, any of the Rights rights granted or available to the Administrative Agent in this Section 9.03 11.03 or in any of the Collateral DocumentsSecurity Instruments; it being understood and agreed that in respect of the CollateralIT BEING UNDERSTOOD AND AGREED THAT IN RESPECT OF THE MORTGAGED PROPERTY, or any actOR ANY ACT, omissionOMISSION, or event related theretoOR EVENT RELATED THERETO, the Administrative Agent may act in any manner it may deem appropriateTHE ADMINISTRATIVE AGENT MAY ACT IN ANY MANNER IT MAY DEEM APPROPRIATE, in its sole discretionIN ITS SOLE DISCRETION, given the Administrative Agent’s own interest in the Collateral as one of the Lenders and that the Administrative Agent shall have no duty or liability whatsoever to any LenderGIVEN THE ADMINISTRATIVE AGENT’S OWN INTEREST IN THE MORTGAGED PROPERTY AS ONE OF THE LENDERS AND THAT THE ADMINISTRATIVE AGENT SHALL HAVE NO DUTY OR LIABILITY WHATSOEVER TO ANY LENDER (AND, other than to act without gross negligence or willful misconductWITH RESPECT TO SECURED SWAP AGREEMENTS AND BANK PRODUCTS, AFFILIATES), OTHER THAN TO ACT WITHOUT GROSS NEGLIGENCE OR WILLFUL MISCONDUCT. (f) The Lenders hereby irrevocably authorize the Administrative Agent, at its option and in its discretion, to release any Lien granted to or held by the Administrative Agent upon any CollateralMortgaged Property: (iA) constituting property in which no Obligor neither Borrower nor any Restricted Subsidiary owned an interest at the time the Lien was granted or at any time thereafter; (iiB) constituting property leased to an Obligor the Borrower or a Restricted Subsidiary under a lease which has expired or been terminated in a transaction permitted under the Loan Document Documents or is about to expire and which has not been, and is not intended by the Borrower or such Obligor Restricted Subsidiary to be, renewed; and or (iiiC) consisting of an instrument or other possessory collateral evidencing Indebtedness Debt or other obligations pledged to the Administrative Agent (for the benefit of the Lenders), if the Indebtedness Debt or obligations evidenced thereby has been paid in fullfull or otherwise superseded. In addition, the Lenders irrevocably authorize the Administrative Agent to release Liens upon Collateral Mortgaged Property as contemplated herein and in Section 10.01(c) or (d)the other Loan Documents, or if approved, authorized, or ratified in writing by the requisite Lenders. Upon request by the Administrative Agent at any time, the Lenders will confirm in writing the Administrative Agent’s authority to release particular types or items of Collateral Mortgaged Property pursuant to this Section 9.0311.03. (g) In furtherance of the authorizations set forth in this Section 9.0311.03, each Lender hereby irrevocably appoints the Administrative Agent as its attorney-in-fact, with full power of substitution, for and on behalf of and in the name of each such Lender (i) to enter into Collateral Documents Security Instruments (including, without limitation, any appointments of substitute trustees under any Collateral DocumentsSecurity Instruments), (ii) to take action with respect to the Collateral Mortgaged Property and Collateral Documents Security Instruments to perfect, maintain, and preserve the Lenders’ Liens, and (iii) to execute instruments of release or to take other action necessary to release Liens upon any Collateral Mortgaged Property to the extent authorized herein or in paragraph (f) hereofthe other Loan Documents. This power of attorney shall be liberally, not restrictively, construed so as to give the greatest latitude to the Administrative Agent’s power, as attorney, relative to the Collateral Mortgaged Property matters described in this Section 9.0311.03. The powers and authorities herein conferred on the Administrative Agent may be exercised by the Administrative Agent through any Person who, at the time of the execution of a particular instrument, is an officer of the Administrative Agent (or any Person acting on behalf of the Administrative Agent pursuant to a valid power of attorney). The power of attorney conferred by this Section 9.03(g11.03(g) to the Administrative Agent is granted for valuable consideration and is coupled with an interest and is irrevocable so long as the ObligationsIndebtedness, or any part thereof, shall remain unpaid or the Lenders are obligated to make any Borrowings Loan or issue any Letter of Credit under the Loan Documents.

Default; Collateral. (a) Upon the occurrence and during the continuance of a Default or an Event of Default, the Lenders Note Holders agree to promptly confer in order that Required Lenders or Holders shall have the Lenders, as the case may be, may agree upon sole right to determine a course of action for the enforcement of the rights of the Lenders; Note Holders, and the Administrative Agent shall be entitled to refrain from taking any action (without incurring any liability to any Person for so refraining) unless and until the Administrative Agent shall have received written instructions from the Required LendersHolders (email being sufficient). All rights of action under the Loan Transaction Documents and all right rights to the Collateral, if any, hereunder and thereunder may be enforced by the Administrative Agent (at the written direction of the Required Holders) and any suit or proceeding instituted by the Administrative Agent in furtherance of such enforcement shall be brought in its name as the Administrative Agent without the necessity of joining as plaintiffs or defendants any other LenderNote Holder, and the recovery of any judgment shall be for the benefit of the Lenders (and, with respect to Lender Hedging Agreements, Affiliates, if applicable) Note Holders subject to the reasonable and documented fees, expenses of and other amounts payable to the Administrative Agent. In actions with respect to any Collateral or other property or assets of the Borrower Company or any other Obligorof its Subsidiaries, the Administrative Agent is acting for the ratable benefit of each Lender (and, with respect to Lender Hedging Agreement, Affiliates, if applicable)Note Holder. Any and all agreements to subordinate (whether made heretofore or hereafter) other indebtedness or obligations of Borrower to the Obligations shall be construed as being for the ratable benefit of each Lender (and, with respect to Lender Hedging Agreement, Affiliates, if applicable). (b) Each Lender Note Holder authorizes and directs the Administrative Agent to enter into the Collateral Transaction Documents to which it is a party on the date hereof on behalf of and for the benefit of the Lenders (and, with respect to Lender Hedging Agreements, Affiliates, if applicable)(or if previously entered into, hereby ratifies the Administrative Agent’s previously entering into such agreements and Collateral Documents)Note Holders. (cb) Except to the extent unanimity (or other percentage set forth in Section 10.1) that the consent of such Note Holder is required hereunderunder the terms of this Agreement, each Lender Note Holder agrees that any action taken by the Required Lenders Holders in accordance with the provisions of the Loan Transaction Documents, and the exercise by the Required Lenders Holders of the power powers set forth herein or therein, together with such other powers as are reasonably incidental thereto, shall be authorized by and binding upon upon, all of the LendersNote Holders. (dc) The Administrative Agent is hereby authorized (but not obligated) on behalf of the LendersNote Holders, without the necessity of any notice to or further consent from any LenderNote Holder, from time to time to take any action with respect to any property, Collateral or Collateral Transaction Documents which may be necessary to create, perfect and maintain perfected the Liens upon the Collateral and the properties granted pursuant to the Collateral Transaction Documents. (ed) The Administrative Agent shall not have no any obligation whatsoever to any Lender Note Holder or to any other Person to assure that the Collateral exists or is owned (whether in fee or by any Obligor leasehold) by the Person purporting to own it or is cared for, protected, or insured or has been encumbered or that the Liens granted to the Administrative Agent herein or pursuant thereto to the Transaction Documents have been properly or sufficiently or lawfully created, perfected, protected, protected or enforced, or are entitled to any particular priority, or to exercise at all or in any particular manner or under any duty of care, disclosure, disclosure or fidelity, or to continue exercising, any of the Rights rights granted or available to the Administrative Agent in this Section 9.03 or in any of the Collateral Transaction Documents; it being understood and agreed that IT BEING UNDERSTOOD AND AGREED THAT IN RESPECT OF THIS AGREEMENT OR ANY TRANSACTION DOCUMENT, OR ANY ACT, OMISSION OR EVENT RELATED THERETO, THE AGENT SHALL NOT HAVE ANY LIABILITY WHATSOEVER WITH RESPECT TO THIS AGREEMENT OR THE TRANSACTION DOCUMENTS TO ANY PERSON IN THE ABSENCE OF ITS OWN GROSS NEGLIGENCE OR WILLFUL MISCONDUCT AS DETERMINED BY A COURT OF COMPETENT JURISDICTION IN A FINAL AND NON-APPEALABLE JUDGMENT. Notwithstanding anything contained in the Transaction Documents or otherwise to the contrary, except as directed by the Required Holders or as otherwise expressly set forth herein or in the other Transaction Documents, the Agent shall not have any duty to (i) file or prepare any financing or continuation statements or record any documents or instruments in any public office for purposes of creating, perfecting or maintaining any Lien or security interest created under the Transaction Documents; (ii) take any necessary steps to preserve rights against any parties with respect to any Collateral; or (iii) take any action to protect against any diminution in value of the Collateral, or any act, omission, or event related thereto, the Administrative Agent may act in any manner it may deem appropriate, in its sole discretion, given the Administrative Agent’s own interest in the Collateral as one of the Lenders and that the Administrative Agent shall have no duty or liability whatsoever to any Lender, other than to act without gross negligence or willful misconduct. (fe) The Lenders Note Holders hereby irrevocably authorize the Administrative Agent, at its option and in its discretion, Agent to release any Lien granted to or held by the Administrative Agent upon any Collateral: (i) constituting property when the Notes have been paid in which no Obligor owned an interest at the time the Lien was granted or at any time thereafter; full in cash, (ii) constituting property leased solely with respect to an Obligor under a lease which has expired or been terminated the Liens on the subject Collateral, in a transaction connection with any disposition expressly permitted under the Loan Document Transaction Documents, or is about to expire and which has not been, and is not intended by such Obligor to be, renewed; and (iii) consisting of an instrument evidencing Indebtedness pledged solely with respect to the Administrative Agent (for Liens on the benefit of subject Collateral, in connection with such Collateral becoming Excluded Collateral as expressly permitted under the Lenders), if the Indebtedness evidenced thereby has been paid in fullTransaction Documents. In addition, the Lenders Note Holders irrevocably authorize the Administrative Agent to release Liens upon the Collateral as otherwise contemplated herein and in Section 10.01(c) or (d), or the other Transaction Documents if approved, authorized, or ratified approved and authorized in writing by the requisite LendersRequired Holders. Upon request by the Administrative Agent at any time, the Lenders Required Holders (or such other number or percentage of Note Holders as is required hereunder) will confirm in writing the Administrative Agent’s authority to release particular types or items of the Collateral pursuant to this Section 9.036.3(e) and the Agent shall be entitled to conclusively rely, and shall be fully protected in so relying, upon the authorization of the Required Holders (or such other number or percentage of Note Holders as is required hereunder). In the absence of such confirmation, the Agent shall be entitled to refrain from granting any release under this Section 6.3(e). (gf) In furtherance of the authorizations set forth in this Section 9.036.3, each Lender Note Holder hereby irrevocably appoints the Administrative Agent as its attorney-in-fact, with full power of substitution, for and on behalf of and in the name of each such Lender Note Holder (i) to enter into Collateral Documents (including, without limitation, any appointments of substitute trustees under any Collateral the Transaction Documents), (ii) to take action with respect to the Collateral and Collateral Transaction Documents to create, perfect, maintain, maintain and preserve Lenders’ Liensthe Agent’s Liens therein, and (iii) to execute instruments of release or to take other action necessary to release Liens upon any Collateral Loan or to release any Guarantor to the extent authorized herein or in paragraph (f) hereofthe other Transaction Documents. This power of attorney shall be liberally, not restrictively, construed so as to give the greatest latitude to the Administrative Agent’s power, as attorney, relative to the Collateral matters described in this Section 9.036.3. The powers and authorities herein conferred on the Administrative Agent may be exercised by the Administrative Agent through any Person who, at the time of the execution of a particular instrument, is an officer of the Administrative Agent (or any Person acting on behalf of the Administrative Agent pursuant to a valid power of attorney). The power of attorney conferred by this Section 9.03(g6.3(f) to the Administrative Agent is granted for valuable consideration and is coupled with an interest and is irrevocable so long as the ObligationsNote, or any part thereof, shall remain unpaid or the Lenders are obligated to make any Borrowings under the Loan Documentsunpaid.

Default; Collateral. (a) Upon the occurrence and continuance of a Default or an Event of Default, the Administrative Agent shall make a recommendation to Lenders agree of any actions to be taken, and each Lender agrees to promptly confer with the other Lenders in order that Required Lenders or the Lenders, as the case may be, may agree upon a can consider such course of action or any other actions to be taken for the enforcement of the rights Rights of the Lenders; and the provided that Administrative Agent shall be entitled (but not obligated) to refrain from taking proceed to take any actions necessary in its reasonable judgment to preserve Rights, pending agreement by Lenders on the course of action to be taken. If the Required Lenders cannot agree on a course of action to be taken within sixty (without incurring any liability to any Person for so refraining60) unless and until the days following Administrative Agent's initial recommendation, Administrative Agent shall have received instructions from thereafter take such action as Administrative Agent deems advisable to enforce the Rights of Lenders; provided, that if, after Administrative Agent has begun taking such action, the Required Lenders agree on a course of action contrary to that undertaken by Administrative Agent, then Administrative Agent shall change its course of action so as to follow the course of action agreed upon by the Required Lenders. All rights of Any action under the Loan Documents and all right to the Collateral, if any, hereunder may be enforced directed or approved by the Administrative Agent and Required Lenders, including without limitation, any exercise of remedies or initiation of suit or proceeding instituted by the Administrative Agent in furtherance of such enforcement other legal proceedings, shall be brought in its name as the Administrative Agent without the necessity of joining as plaintiffs or defendants any other binding upon each Lender, and the recovery of any judgment shall be for the benefit of the Lenders (and, with respect to Lender Hedging Agreements, Affiliates, if applicable) subject to the expenses of the Administrative Agent. In actions with respect to any property of the Borrower or any other ObligorGuarantor, the Administrative Agent is acting for the ratable benefit account of each Lender (and, with respect to Lender Hedging Agreement, Affiliates, if applicable)the extent of each Lender's Aggregate Loan Percentage. Any and all agreements to subordinate (whether made heretofore or hereafter) other indebtedness indebted ness or obligations of Borrower or any Guarantor to the Obligations shall be construed as being for the ratable benefit of each Lender (and, with respect to Lender Hedging Agreement, Affiliates, if applicable). (b) Each Lender authorizes and directs the extent of its respective Aggregate Loan Percentage. If Administrative Agent to enter into acquires any security for the Collateral Documents on behalf Obligations or any guaranty of and the Obligations upon or in lieu of foreclosure, the same shall be held for the benefit of each Lender in proportion to such Lender's respective Aggregate Loan Percentage. Lenders agree, among themselves, that unless otherwise agreed to by Administrative Agent and the Lenders Required Lenders, all monies collected or received by Administrative Agent after the occurrence of an Event of Default in respect of the security for the Credit Facilities, directly or indirectly, or by any other means shall be applied (and, with respect a) to Lender Hedging Agreements, Affiliates, if applicable)(or if previously entered into, hereby ratifies the Administrative Agent’s previously entering into such agreements Fees and Collateral Documents). (c) Except all costs of collection or maintenance of the Collateral, and then to either interest or principal of the extent unanimity (or other percentage set forth in Section 10.1) is required hereunder, each Lender agrees that any action taken Credit Facilities as recommended by Administrative Agent and approved by the Required Lenders in accordance with the provisions of the Loan Documents, and the exercise by the Required Lenders of the power set forth herein (except that any amounts to be applied to interest or therein, together with such other powers as are reasonably incidental thereto, principal shall be authorized and binding upon all of distributed to Lenders based on their Aggregate Loan Percentage) until the Lenders. Credit Facilities (dincluding the Competitive Bid Loans) The Administrative Agent is hereby authorized on behalf of the Lendersare paid in full, without the necessity of any notice to or further consent from any Lender, from time to time to take any action with respect to any Collateral or Collateral Documents which may be necessary to perfect and maintain perfected the Liens upon the Collateral granted pursuant (b) to the Collateral Documents. (e) The Administrative Agent shall have no obligation whatsoever amounts owed to any Lender or to any other Person to assure that the Collateral exists or is owned by any Obligor or is cared for, protected, or insured or has been encumbered or that the Liens granted to the Administrative Agent herein or pursuant thereto have been properly or sufficiently or lawfully created, perfected, protected, or enforced, or are entitled to any particular priority, or to exercise at all or in any particular manner or under any duty of careInterest and Foreign Exchange Hedge Agreement, disclosure, or fidelity, or to continue exercising, any only after payment in full of the Rights granted or available to the Administrative Agent in this Section 9.03 or in any of the Collateral Documents; it being understood outstanding principal and agreed that in respect of the Collateral, or any act, omission, or event related thereto, the Administrative Agent may act in any manner it may deem appropriate, in its sole discretion, given the Administrative Agent’s own interest in the Collateral as one of the Lenders and that the Administrative Agent shall have no duty or liability whatsoever to any Lender, other than to act without gross negligence or willful misconduct. (f) The Lenders hereby irrevocably authorize the Administrative Agent, at its option and in its discretion, to release any Lien granted to or held by the Administrative Agent upon any Collateral: (i) constituting property in which no Obligor owned an interest at the time the Lien was granted or at any time thereafter; (ii) constituting property leased to an Obligor under a lease which has expired or been terminated in a transaction permitted under the Loan Document or is about to expire and which has not been, and is not intended by such Obligor to be, renewed; and (iii) consisting of an instrument evidencing Indebtedness pledged to the Administrative Agent (for the benefit of the Lenders), if the Indebtedness evidenced thereby has been paid in full. In addition, the Lenders irrevocably authorize the Administrative Agent to release Liens upon Collateral as contemplated in Section 10.01(c) or (d), or if approved, authorized, or ratified in writing by the requisite Lenders. Upon request by the Administrative Agent at any time, the Lenders will confirm in writing the Administrative Agent’s authority to release particular types or items of Collateral pursuant to this Section 9.03. (g) In furtherance of the authorizations set forth in this Section 9.03, each Lender hereby irrevocably appoints the Administrative Agent its attorney-in-fact, with full power of substitution, for and on behalf of and in the name of each such Lender (i) to enter into Collateral Documents (including, without limitation, any appointments of substitute trustees under any Collateral Documents), (ii) to take action with respect to the Collateral and Collateral Documents to perfect, maintain, and preserve Lenders’ LiensCredit Facilities, and (iii) to execute instruments of release or to take other action necessary to release Liens upon any Collateral to the extent authorized in paragraph (f) hereof. This power of attorney shall be liberally, not restrictively, construed so as to give the greatest latitude to the Administrative Agent’s power, as attorney, relative to the Collateral matters described in this Section 9.03. The powers and authorities herein conferred on the Administrative Agent may be exercised by the Administrative Agent through any Person who, at the time of the execution of a particular instrument, is an officer of the Administrative Agent (or any Person acting on behalf of the Administrative Agent pursuant to a valid power of attorney). The power of attorney conferred by this Section 9.03(gc) to the Administrative Agent is granted for valuable consideration and is coupled with an interest and is irrevocable so long as the Obligations, or any part thereof, shall remain unpaid or the Lenders are obligated to make any Borrowings amounts owed under the Loan DocumentsBridge Debt, but only after payment in full of the outstanding principal and interest under the Credit Facilities and the amounts owed to all Lenders under any Interest and Foreign Exchange Hedge Agreement.

Default; Collateral. (a) Upon the occurrence and continuance of a Default or Event of Default, the Lenders agree to promptly confer in order that Required the Majority Lenders or the Lenders, as the case may be, may agree upon a course of action for the enforcement of the rights of the Lenders; and the Administrative Agent shall be entitled to refrain from taking any action (without incurring any liability to any Person for so refraining) unless and until the Administrative Agent shall have received instructions from Required the Majority Lenders or the Lenders, as the case may be. All rights of action under the Loan Documents and all right to the Collateral, if any, hereunder may be enforced by the Administrative Agent and any suit or proceeding instituted by the Administrative Agent in furtherance of such enforcement shall be brought in its name as the Administrative Agent without the necessity of joining as plaintiffs or defendants any other Lender, and the recovery of any judgment shall be for the benefit of the Lenders (and, with respect to the Secured Swap Agreements and Bank Products entered into between a Bank Products Provider and a Loan Party, the Administrative Agent and Affiliates of the Lender Hedging Agreements, Affiliatesor of the Administrative Agent, if applicable) subject to the expenses of the Administrative Agent. In actions with respect to any property Property of the Borrower Parent or any other ObligorRestricted Subsidiary, the Administrative Agent is acting for the ratable benefit of each Lender (and, with respect to the Secured Swap Agreements and Bank Products entered into between a Bank Products Provider and a Loan Party, the Administrative Agent, Affiliates of the Lender Hedging Agreement, Affiliatesor of the Administrative Agent, if applicable). Any and all agreements to subordinate (whether made heretofore or hereafter) other indebtedness or obligations of Borrower the Loan Parties to the Obligations Indebtedness shall be construed as being for the ratable benefit of each Lender (and, with respect to the Secured Swap Agreements and Bank Products entered into between a Bank Products Provider and a Loan Party, the Administrative Agent and Affiliates of the Lender Hedging Agreement, Affiliatesor of the Administrative Agent, if applicable). (b) Each Lender authorizes and directs the Administrative Agent to enter into the Collateral Documents Security Instruments on behalf of and for the benefit of the Lenders (and, with respect to Lender Hedging Agreementsthe Secured Swap Agreements and Bank Products entered into between a Bank Products Provider and a Loan Party, its Affiliates, if applicable)(or applicable) (or if previously entered into, hereby ratifies the Administrative Agent’s (or any predecessor administrative agent’s) previously entering into such agreements and Collateral DocumentsSecurity Instruments). (c) Except to the extent unanimity (or other percentage set forth in Section 10.112.02) is required hereunder, each Lender agrees that any action taken by the Required Majority Lenders in accordance with the provisions of the Loan Documents, and the exercise by the Required Majority Lenders of the power set forth herein or therein, together with such other powers as are reasonably incidental thereto, shall be authorized by and binding upon upon, all of the Lenders. (d) The Administrative Agent is hereby authorized on behalf of the LendersLenders (and, with respect to the Secured Swap Agreements and Bank Products entered into between a Bank Products Provider and a Loan Party, on behalf of their Affiliates, if applicable), without the necessity of any notice to or further consent from any Lender, from time to time to take any action with respect to any Collateral or Collateral Documents Security Instruments which may be necessary to create, perfect and maintain perfected the Liens upon the Collateral granted pursuant to the Collateral DocumentsSecurity Instruments. (e) The Administrative Agent shall not have no any obligation whatsoever to any Lender or to any other Person to assure that the Collateral exists or is owned (whether in fee or by any Obligor leasehold) by the Person purporting to own it or is cared for, protected, or insured or has been encumbered or that the Liens granted to the Administrative Agent (or any predecessor administrative agent) herein or pursuant thereto to the Security Instruments have been properly or sufficiently or lawfully created, perfected, protected, or enforced, or are entitled to any particular priority, or to exercise at all or in any particular manner or under any duty of care, disclosure, or fidelity, or to continue exercising, any of the Rights rights granted or available to the Administrative Agent in this Section 9.03 11.03 or in any of the Collateral DocumentsSecurity Instruments; it being understood and agreed that in respect of the CollateralIT BEING UNDERSTOOD AND AGREED THAT IN RESPECT OF THE COLLATERAL, or any actOR ANY ACT, omissionOMISSION, or event related theretoOR EVENT RELATED THERETO, the Administrative Agent may act in any manner it may deem appropriateTHE ADMINISTRATIVE AGENT MAY ACT IN ANY MANNER IT MAY DEEM APPROPRIATE, in its sole discretionIN ITS SOLE DISCRETION, given the Administrative Agent’s own interest in the Collateral as one of the Lenders and that the Administrative Agent shall have no duty or liability whatsoever to any LenderAND THAT THE ADMINISTRATIVE AGENT SHALL HAVE NO DUTY OR LIABILITY WHATSOEVER WITH RESPECT TO ANY COLLATERAL OR THE SECURITY INSTRUMENTS TO ANY LENDER (AND, other than to act without gross negligence or willful misconductWITH RESPECT TO THE SECURED SWAP AGREEMENTS AND BANK PRODUCTS ENTERED INTO BETWEEN A BANK PRODUCTS PROVIDER AND A LOAN PARTY, AFFILIATES OF THE LENDER OR OF THE ADMINISTRATIVE AGENT, IF APPLICABLE), IN THE ABSENCE OF ITS OWN GROSS NEGLIGENCE OR WILLFUL MISCONDUCT AS DETERMINED BY A COURT OF COMPETENT JURISDICTION IN A FINAL AND NON-APPEALABLE JUDGMENT. (f) The Lenders hereby irrevocably authorize the Administrative Agent, at its option and in its discretion, to release any Lien granted to or held by the Administrative Agent upon any Collateral: (iA) upon the payment in full of the Indebtedness (other than inchoate or contingent or reimbursable obligations for which no claim has been asserted); (B) constituting property being sold or disposed of to a Person that is not a Loan Party if any Loan Party certifies in a certificate of a Responsible Officer of such Loan Party to the Administrative Agent that the sale or disposition is permitted under this Agreement (and the Administrative Agent may rely conclusively on any such certificate, without further inquiry); (C) constituting “Excluded Property” as defined in the Security Agreement; (D) constituting property in which no Obligor neither the Parent nor any Restricted Subsidiary owned an interest at the time the Lien was granted or at any time thereafter; (iiE) constituting property leased to an Obligor the Parent or a Restricted Subsidiary under a lease which has expired or been terminated in a transaction permitted under the Loan Document Documents or is about to expire and which has not been, and is not intended by the Parent or such Obligor Restricted Subsidiary to be, renewed; and or (iiiF) consisting of an instrument or other possessory collateral evidencing Indebtedness Debt or other obligations pledged to the Administrative Agent (for the benefit of the LendersSecured Creditors), if the Indebtedness Debt or obligations evidenced thereby has been paid in fullfull or otherwise superseded. In addition, the Lenders irrevocably authorize the Administrative Agent to release Liens upon Collateral as contemplated herein and in Section 10.01(c) or (d)the other Loan Documents, or if approved, authorized, or ratified in writing by the requisite Lenders. Upon request by the Administrative Agent at any time, the Lenders will confirm in writing the Administrative Agent’s authority to release particular types or items of Collateral pursuant to this Section 9.0311.03. (g) The Lenders hereby irrevocably authorize the Administrative Agent, at its option, and in its sole discretion, to release any Guarantor (other than the Parent) from its obligations under this Agreement if such Person ceases to be a Material Subsidiary or becomes an Unrestricted Subsidiary as a result of a designation permitted pursuant to Section 9.19. (h) In furtherance of the authorizations set forth in this Section 9.0311.03, each Lender (and, with respect to the Secured Swap Agreements and Bank Products entered into between a Bank Products Provider and a Loan Party, each Lender on behalf of its Affiliates, if applicable) hereby irrevocably appoints the Administrative Agent as its attorney-in-fact, with full power of substitution, for and on behalf of and in the name of each such Lender (i) to enter into Collateral Documents Security Instruments (including, without limitation, any appointments of substitute trustees under any Collateral DocumentsSecurity Instruments), (ii) to take action with respect to the Collateral and Collateral Documents Security Instruments to create, perfect, maintain, and preserve the Lenders’ LiensLiens therein, and (iii) to execute instruments of release or to take other action necessary to release Liens upon any Collateral or to release Guarantors to the extent authorized herein or in paragraph (f) hereofthe other Loan Documents. This power of attorney shall be liberally, not restrictively, construed so as to give the greatest latitude to the Administrative Agent’s power, as attorney, relative to the guarantee and Collateral matters described in this Section 9.0311.03. The powers and authorities herein conferred on the Administrative Agent may be exercised by the Administrative Agent through any Person who, at the time of the execution of a particular instrument, is an officer of the Administrative Agent (or any Person acting on behalf of the Administrative Agent pursuant to a valid power of attorney). The power of attorney conferred by this Section 9.03(g11.03(h) to the Administrative Agent is granted for valuable consideration and is coupled with an interest and is irrevocable (subject to Section 11.01) so long as the ObligationsIndebtedness, or any part thereof, shall remain unpaid or the Lenders are obligated to make any Borrowings Loan under the Loan Documents.

Default; Collateral. (a) Upon the occurrence and continuance of a Default or Event of Default, the Lenders agree to promptly confer in order that Required Majority Lenders or the all Lenders, as the case may be, may agree upon a course of action for the enforcement of the rights of the Lenders; and the Administrative Agent shall be entitled to refrain from taking any action (without incurring any liability to any Person for so refraining) unless and until the Administrative Agent shall have received instructions from Required Majority Lenders or all Lenders, as the case may be. All rights of action under the Loan Credit Documents and all right to the Collateral, if any, hereunder may be enforced by the Administrative Agent and any suit or proceeding instituted by the Administrative Agent in furtherance of such enforcement shall be brought in its name as the Administrative Agent without the necessity of joining as plaintiffs or defendants any other Lender, and the recovery of any judgment shall be for the benefit of the Lenders (and, with respect to Lender Hedging Agreements, Affiliatesthe counterparties thereto and, if applicablewith respect to Banking Services, Affiliates of Lenders) subject to the expenses of the Administrative Agent. In actions with respect to any property of the Borrower or any other ObligorGuarantor, the Administrative Agent is acting for the ratable benefit of each Lender (and, with respect to Lender Hedging AgreementAgreements, Affiliatesthe counterparties thereto and, if applicablewith respect to Banking Services, Affiliates of Lenders). Any and all agreements to subordinate (whether made heretofore or hereafter) other indebtedness or obligations of Borrower to the Obligations shall be construed as being for the ratable benefit of each Lender (and, with respect to Lender Hedging AgreementAgreements, Affiliatesthe counterparties thereto and, if applicablewith respect to Banking Services, Affiliates of Lenders). (b) Each Lender authorizes and directs the Administrative Agent to enter into the Collateral Security Documents on behalf of and for the benefit of the Lenders (and, with respect to Lender Hedging Agreements, Affiliatesthe counterparties thereto and, if applicable)(or with respect to Banking Services, Affiliates of Lenders) (or if previously entered into, hereby ratifies the Administrative Agent’s (or any predecessor administrative agent’s) previously entering into such agreements and Collateral Security Documents). (c) Except to the extent unanimity (or other percentage set forth in Section 10.19.01) is required hereunder, each Lender agrees that any action taken by the Required Majority Lenders in accordance with the provisions of the Loan Credit Documents, and the exercise by the Required Majority Lenders of the power set forth herein or therein, together with such other powers as are reasonably incidental thereto, shall be authorized and binding upon all of the Lenders.Lenders and Affiliates of Lenders (with respect to Banking Service Obligations) and counterparties to Lender Hedging Agreements (with respect to Lender Hedging Agreements). 3rd Amended/Restated Credit Agreement (d) The Administrative Agent is hereby authorized on behalf of the Lenders, without the necessity of any notice to or further consent from any Lender, from time to time to take any action with respect to any Collateral or Collateral Documents Security Documents, if any, which may be necessary to perfect and maintain perfected the Liens upon the Collateral granted pursuant to the Collateral Security Documents. (e) The Administrative Agent shall not have no any obligation whatsoever to any Lender or to any other Person to assure that the Collateral exists or is owned by any Obligor the Person purporting to own it or is cared for, protected, or insured or has been encumbered or that the Liens granted to the Administrative Agent (or any predecessor administrative agent) herein or pursuant thereto have been properly or sufficiently or lawfully created, perfected, protected, or enforced, or are entitled to any particular priority, or to exercise at all or in any particular manner or under any duty of care, disclosure, or fidelity, or to continue exercising, any of the Rights rights granted or available to the Administrative Agent in this Section 9.03 8.03 or in any of the Collateral Security Documents; it being understood and agreed that in respect of the CollateralIT BEING UNDERSTOOD AND AGREED THAT IN RESPECT OF THE COLLATERAL, or any actOR ANY ACT, omissionOMISSION, or event related theretoOR EVENT RELATED THERETO, the Administrative Agent may act in any manner it may deem appropriateTHE ADMINISTRATIVE AGENT MAY ACT IN ANY MANNER IT MAY DEEM APPROPRIATE, in its sole discretionIN ITS SOLE DISCRETION, given the Administrative Agent’s own interest in the Collateral as one of the Lenders and that the Administrative Agent shall have no duty or liability whatsoever to any LenderGIVEN THE ADMINISTRATIVE AGENT’S OWN INTEREST IN THE COLLATERAL AS ONE OF THE LENDERS AND THAT THE ADMINISTRATIVE AGENT SHALL HAVE NO DUTY OR LIABILITY WHATSOEVER TO ANY LENDER (AND, other than to act without gross negligence or willful misconductWITH RESPECT TO LENDER HEDGING AGREEMENTS, THE COUNTERPARTIES THERETO AND, WITH RESPECT TO BANKING SERVICES, AFFILIATES OF LENDERS), OTHER THAN TO ACT WITHOUT GROSS NEGLIGENCE, BAD FAITH, OR WILLFUL MISCONDUCT. (f) The Lenders hereby irrevocably authorize the Administrative Agent, at its option and in its discretion, to (i) deliver instruments of assurance confirming the non-existence of any Lien under the Credit Documents with respect to assets of a Person described in Section 5.11 that are excluded from the Collateral and (ii) release any Lien granted to or held by the Administrative Agent upon any Collateral: (iA) constituting property Property in which no Obligor neither Borrower nor any Guarantor owned an interest at the time the Lien was granted or at any time thereafter; (iiB) constituting property Property leased to an Obligor the Borrower or a Guarantor under a lease which has expired or been terminated in a transaction permitted under the Loan Document Credit Documents or is about to expire and which has not been, and is not intended by the Borrower or such Obligor Guarantor to be, renewed; and (iiiC) consisting of an instrument or other possessory collateral evidencing Indebtedness Debt or other obligations pledged to the Administrative Agent (for the benefit of the Lenders), if the Indebtedness Debt or obligations evidenced thereby has been paid in fullfull or otherwise superseded; (D) Property permitted to be sold pursuant to Section 6.04; (E) Property permitted to be invested pursuant to Section 6.06; (F) upon the Investment Grade Date; or (G) upon termination of the Commitments and payment in full of the Obligations (other than the Unliquidated Obligations). In addition, the Lenders irrevocably authorize the Administrative Agent to release Liens upon Collateral as contemplated herein or in Section 10.01(c) or (d)any other Credit Document, or if approved, authorized, or ratified in writing by the requisite Lenders. Upon request by the Administrative Agent at any time, the Lenders will confirm in writing the Administrative Agent’s authority to release particular types or items of Collateral pursuant to this Section 9.038.03. (g) In furtherance of the authorizations set forth in this Section 9.038.03, each Lender hereby irrevocably appoints the Administrative Agent its attorney-in-fact, with full power of substitution, for and on behalf of and in the name of each such Lender (i) to enter into Collateral Security Documents (including, without limitation, any appointments of substitute trustees under any Collateral Security Documents), (ii) to take action with respect to the Collateral and Collateral Documents Security Documents, if any, to perfect, maintain, and preserve Lenders’ Liens, and (iii) to execute instruments of release or to take other action necessary to release Liens upon any Collateral to the extent authorized in paragraph (f) hereof. This power of attorney shall be liberally, not restrictively, construed so as to 3rd Amended/Restated Credit Agreement give the greatest latitude to the Administrative Agent’s power, as attorney-in-fact, relative to the Collateral matters described in this Section 9.038.03. The powers and authorities herein conferred on the Administrative Agent may be exercised by the Administrative Agent through any Person who, at the time of the execution of a particular instrument, is an officer of the Administrative Agent (or any Person acting on behalf of the Administrative Agent pursuant to a valid power of attorney). The power of attorney conferred by this Section 9.03(g8.03(g) to the Administrative Agent is granted for valuable consideration and is coupled with an interest and is irrevocable so long as the Obligations, or any part thereof, shall remain unpaid or the Lenders are obligated to make any Borrowings Advance or issue any Letter of Credit under the Loan Credit Documents.

Default; Collateral. (a) Upon the occurrence and continuance of a Default or Event of Default, the Lenders agree to promptly confer in order that Required Lenders or the Lenders, as the case may be, may agree upon a course of action for the enforcement of the rights of the Lenders; and the Administrative Agent shall be entitled to refrain from taking any action (without incurring any liability to any Person for so refraining) unless and until the Administrative Agent shall have received instructions from Required Lenders. All rights of action under the Loan Documents and all right to the Collateral, if any, hereunder may be enforced by the Administrative Agent and any suit or proceeding instituted by the Administrative Agent in furtherance of such enforcement shall be brought in its name as the Administrative Agent without the necessity of joining as plaintiffs or defendants any other Lender, and the recovery of any judgment shall be for the benefit of the Lenders (and, with respect to Lender Hedging Agreements, Affiliates, if applicable) subject to the expenses of the Administrative Agent. In actions with respect to any property of the Borrower or any other Obligor, the Administrative Agent is acting for the ratable benefit of each Lender (and, with respect to Lender Hedging Agreement, Affiliates, if applicable). Any and all agreements to subordinate (whether made heretofore or hereafter) other indebtedness or obligations of Borrower to the Obligations shall be construed as being for the ratable benefit of each Lender (and, with respect to Lender Hedging Agreement, Affiliates, if applicable). (b) Each Lender authorizes and directs the Administrative Agent to enter into the Collateral Documents on behalf of and for the benefit of the Lenders (and, with respect to Lender Hedging Agreements, Affiliates, if applicable)(or if previously entered into, hereby ratifies the Administrative Agent’s previously entering into such agreements and Collateral Documents). (c) Except to the extent unanimity (or other percentage set forth in Section 10.1) is required hereunder, each Lender agrees that any action taken by the Required Lenders in accordance with the provisions of the Loan Documents, and the exercise by the Required Lenders of the power set forth herein or therein, together with such other powers as are reasonably incidental thereto, shall be authorized and binding upon all of the Lenders. (d) The Administrative Agent is hereby authorized on behalf of the Lenders, without the necessity of any notice to or further consent from any Lender, from time to time to take any action with respect to any Collateral or Collateral Documents which may be necessary to perfect and maintain perfected the Liens upon the Collateral granted pursuant to the Collateral Documents. (e) The Administrative Agent shall have no obligation whatsoever to any Lender or to any other Person to assure that the Collateral exists or is owned by any Obligor or is cared for, protected, or insured or has been encumbered or that the Liens granted to the Administrative Agent herein or pursuant thereto have been properly or sufficiently or lawfully created, perfected, protected, or enforced, or are entitled to any particular priority, or to exercise at all or in any particular manner or under any duty of care, disclosure, or fidelity, or to continue exercising, any of the Rights granted or available to the Administrative Agent in this Section 9.03 or in any of the Collateral Documents; it being understood and agreed that in respect of the Collateral, or any act, omission, or event related thereto, the Administrative Agent may act in any manner it may deem appropriate, in its sole discretion, given the Administrative Agent’s own interest in the Collateral as one of the Lenders and that the Administrative Agent shall have no duty or liability whatsoever to any Lender, other than to act without gross negligence or willful misconduct. (f) The Lenders hereby irrevocably authorize the Administrative Agent, at its option and in its discretion, to release any Lien granted to or held by the Administrative Agent upon any Collateral: (i) constituting property in which no Obligor owned an interest at the time the Lien was granted or at any time thereafter; (ii) constituting property leased to an Obligor under a lease which has expired or been terminated in a transaction permitted under the Loan Document or is about to expire and which has not been, and is not intended by such Obligor to be, renewed; and (iii) consisting of an instrument evidencing Indebtedness pledged to the Administrative Agent (for the benefit of the Lenders), if the Indebtedness evidenced thereby has been paid in full. In addition, the Lenders irrevocably authorize the Administrative Agent to release Liens upon Collateral as contemplated in Section 10.01(c) or (d), or if approved, authorized, or ratified in writing by the requisite Lenders. Upon request by the Administrative Agent at any time, the Lenders will confirm in writing the Administrative Agent’s authority to release particular types or items of Collateral pursuant to this Section 9.03. (g) In furtherance of the authorizations set forth in this Section 9.03, each Lender hereby irrevocably appoints the Administrative Agent its attorney-in-fact, with full power of substitution, for and on behalf of and in the name of each such Lender (i) to enter into Collateral Documents (including, without limitation, any appointments of substitute trustees under any Collateral Documents), (ii) to take action with respect to the Collateral and Collateral Documents to perfect, maintain, and preserve Lenders’ Liens, and (iii) to execute instruments of release or to take other action necessary to release Liens upon any Collateral to the extent authorized in paragraph (f) hereof. This power of attorney shall be liberally, not restrictively, construed so as to give the greatest latitude to the Administrative Agent’s power, as attorney, relative to the Collateral matters described in this Section 9.03. The powers and authorities herein conferred on the Administrative Agent may be exercised by the Administrative Agent through any Person who, at the time of the execution of a particular instrument, is an officer of the Administrative Agent (or any Person acting on behalf of the Administrative Agent pursuant to a valid power of attorney). The power of attorney conferred by this Section 9.03(g) to the Administrative Agent is granted for valuable consideration and is coupled with an interest and is irrevocable so long as the Obligations, or any part thereof, shall remain unpaid or the Lenders are obligated to make any Borrowings under the Loan Documents.upon

Default; Collateral. (a) Upon the occurrence and continuance of a Default or Event of Default, the Lenders agree to promptly confer in order that Required Lenders or the Lenders, as the case may be, may agree upon a course of action for the enforcement of the rights of the Lenders; and the Administrative Agent shall be entitled to refrain from taking any action (without incurring any liability to any Person for so refraining) unless and until the Administrative Agent shall have received instructions from Required Lenders or the Lenders, as the case may be. All rights of action under the Loan Documents and all right to the Collateral, if any, hereunder may be enforced by the Administrative Agent and any suit or proceeding instituted by the Administrative Agent in furtherance of such enforcement shall be brought in its name as the Administrative Agent without the necessity of joining as plaintiffs or defendants any other Lender, and the recovery of any judgment shall be for the benefit of the Lenders (and, with respect to Lender Hedging AgreementsAgreements and Banking Services, Affiliates, if applicable) subject to the expenses of the Administrative Agent. In actions with respect to any property of the Borrower or any other ObligorLoan Party, the Administrative Agent is acting for the ratable benefit of each Lender (and, with respect to Lender Hedging AgreementAgreement and Banking Services, Affiliates, if applicable). Any and all agreements to subordinate (whether made heretofore or hereafter) other indebtedness or obligations of Borrower to the Obligations shall be construed as being for the ratable benefit of each Lender (and, with respect to Lender Hedging AgreementAgreement and Banking Services, Affiliates, if applicable). (b) Each Lender authorizes and directs the Administrative Agent to enter into the Collateral Documents on behalf of and for the benefit of the Lenders (and, with respect to Lender Hedging AgreementsAgreements and Banking Services, Affiliates, if applicable)(or if previously entered into, hereby ratifies the Administrative Agent’s (or any predecessor administrative agent’s) previously entering into such agreements and Collateral Documents). (c) Except to the extent unanimity (or other percentage set forth in Section 10.1) is required hereunder, each Lender agrees that any action taken by the requisite Required Lenders in accordance with the provisions of the Loan Documents, and the exercise by the requisite Required Lenders of the power set forth herein or therein, together with such other powers as are reasonably incidental thereto, shall be authorized and binding upon all of the Lenders. (d) The Administrative Agent is hereby authorized on behalf of the Lenders, without the necessity of any notice to or further consent from any Lender, from time to time to take any action with respect to any Collateral or Collateral Documents which may be necessary to perfect and maintain perfected the Liens upon the Collateral granted pursuant to the Collateral Documents. (e) The Administrative Agent shall not have no any obligation whatsoever to any Lender or to any other Person to assure that the Collateral exists or is owned by any Obligor Loan Party or is cared for, protected, or insured or has been encumbered or that the Liens granted to the Administrative Agent (or any predecessor administrative agent) herein or pursuant thereto have been properly or sufficiently or lawfully created, perfected, protected, or enforced, or are entitled to any particular priority, or to exercise at all or in any particular manner or under any duty of care, disclosure, or fidelity, or to continue exercising, any of the Rights rights granted or available to the Administrative Agent in this Section 9.03 or in any of the Collateral Documents; it being understood and agreed that in respect of the CollateralIT BEING UNDERSTOOD AND AGREED THAT IN RESPECT OF THE COLLATERAL, or any actOR ANY ACT, omissionOMISSION, or event related theretoOR EVENT RELATED THERETO, the Administrative Agent may act in any manner it may deem appropriateTHE ADMINISTRATIVE AGENT MAY ACT IN ANY MANNER IT MAY DEEM APPROPRIATE, in its sole discretionIN ITS SOLE DISCRETION, given the Administrative Agent’s own interest in the Collateral as one of the Lenders and that the Administrative Agent shall have no duty or liability whatsoever to any LenderGIVEN THE ADMINISTRATIVE AGENT’S OWN INTEREST IN THE COLLATERAL AS ONE OF THE LENDERS AND THAT THE ADMINISTRATIVE AGENT SHALL HAVE NO DUTY OR LIABILITY WHATSOEVER TO ANY LENDER (AND, other than to act without gross negligence or willful misconductWITH RESPECT TO LENDER HEDGING AGREEMENTS AND BANKING SERVICES, AFFILIATES), OTHER THAN TO ACT WITHOUT GROSS NEGLIGENCE OR WILLFUL MISCONDUCT. (f) The Lenders hereby irrevocably authorize the Administrative Agent, at its option and in its discretion, to (i) deliver instruments of assurance confirming the non-existence of any Lien under the Loan Documents with respect to assets of the Loan Parties described in Section 6.15(a) that are excluded from the Collateral and (ii) release any Lien granted to or held by the Administrative Agent upon any Collateral: (iA) constituting property in which no Obligor Loan Party owned an interest at the time the Lien was granted or at any time thereafter; (iiB) constituting property leased to an Obligor a Loan Party under a lease which has expired or been terminated in a transaction permitted under the Loan Document Documents or is about to expire and which has not been, and is not intended by such Obligor Loan Party to be, renewed; and or (iiiC) consisting of an instrument or other possessory collateral evidencing Indebtedness or other obligations pledged to the Administrative Agent (for the benefit of the Lenders), if the Indebtedness or obligations evidenced thereby has been paid in fullfull or otherwise superseded. In addition, the Lenders irrevocably authorize the Administrative Agent to release Liens upon Collateral as contemplated in Section 10.01(c) or (d), or if approved, authorized, or ratified in writing by the requisite Lenders. Upon request by the Administrative Agent at any time, the Lenders will confirm in writing the Administrative Agent’s authority to release particular types or items of Collateral pursuant to this Section 9.03. (g) In furtherance of the authorizations set forth in this Section 9.03, each Lender hereby irrevocably appoints the Administrative Agent its attorney-in-fact, with full power of substitution, for and on behalf of and in the name of each such Lender (i) to enter into Collateral Documents (including, without limitation, any appointments of substitute trustees under any Collateral Documents), (ii) to take action with respect to the Collateral and Collateral Documents to perfect, maintain, and preserve Lenders’ Liens, and (iii) to execute instruments of release or to take other action necessary to release Liens upon any Collateral to the extent authorized in paragraph (f) hereof. This power of attorney shall be liberally, not restrictively, construed so as to give the greatest latitude to the Administrative Agent’s power, as attorney, relative to the Collateral matters described in this Section 9.03. The powers and authorities herein conferred on the Administrative Agent may be exercised by the Administrative Agent through any Person who, at the time of the execution of a particular instrument, is an officer of the Administrative Agent (or any Person acting on behalf of the Administrative Agent pursuant to a valid power of attorney). The power of attorney conferred by this Section 9.03(g) to the Administrative Agent is granted for valuable consideration and is coupled with an interest and is irrevocable so long as the Obligations, or any part thereof, shall remain unpaid or the Lenders are obligated to make any Borrowings Extensions of Credit under the Loan Documents.

Default; Collateral. (a) Upon the occurrence and continuance of a Default or Event of Default, the Lenders agree to promptly confer in order that Required Lenders or the Lenders, as the case may be, may agree upon a course of action for the enforcement of the rights Rights of the Lenders; and the Administrative Agent shall be entitled to refrain from taking any action (without incurring any liability to any Person for so refraining) unless and until the Administrative Agent shall have received instructions from Required Lenders. All rights Rights of action under the Loan Documents and all right Rights to the Collateral, if any, hereunder may be enforced by the Administrative Agent and any suit or proceeding instituted by the Administrative Agent in furtherance of such enforcement shall be brought in its name as the Administrative Agent without the necessity of joining as plaintiffs or defendants any other Agent or Lender, and the recovery of any judgment shall be for the benefit of the Lenders (and, with respect to Lender Hedging Agreements, Affiliates, if applicable) subject to the expenses of the Administrative Agent. In actions with respect to any property of the Borrower or any other ObligorBorrowers, the Administrative Agent is acting for the ratable benefit of each Lender (and, with respect to Lender Hedging Agreement, Affiliates, if applicable)Lender. Any and all agreements to subordinate (whether made heretofore or hereafter) other indebtedness or obligations of Borrower Borrowers to the Obligations Obligation shall be construed as being for the ratable benefit of each Lender (and, with respect to Lender Hedging Agreement, Affiliates, if applicable)Lender. (b) Each Lender authorizes and directs the Administrative Agent to enter into the Collateral Documents on behalf of and for the benefit of the Lenders (and, with respect to Lender Hedging Agreements, Affiliates, if applicable)(or if previously entered into, hereby ratifies the Administrative Agent’s previously entering into such agreements and Collateral Documents). (c) Lenders. Except to the extent unanimity (or other percentage set forth in Section 10.1) a supermajority is required hereunder, each Lender agrees that any action taken by the Required Lenders in accordance with the provisions of the Loan Documents, and the exercise by the Required Lenders of the power powers set forth herein or therein, together with such other powers as are reasonably incidental thereto, shall be authorized and binding upon all of the Lenders. (dc) The Administrative Agent is hereby authorized on behalf of all of the Lenders, without the necessity of any notice to or further consent from any Lender, from time to time to take any action with respect to any Collateral or Collateral Documents which may be necessary to perfect and maintain perfected the Liens upon the Collateral granted pursuant to the Collateral Documents. (ed) The Administrative Agent shall have no obligation whatsoever to any Lender or to any other Person to assure that the Collateral exists or is owned by any Obligor Loan Party or is cared for, protected, or insured or has been encumbered or that the Liens granted to the Administrative Agent herein or pursuant thereto hereto have been properly or sufficiently or lawfully created, perfected, protected, or enforced, or are entitled to any particular priority, or to exercise at all or in any particular manner or under any duty of care, disclosure, or fidelity, or to continue exercising, any of the Rights granted or available to the Administrative Agent in this Section 9.03 12.6 or in any of the Collateral Documents; it being understood and agreed that in respect of the Collateral, or any act, omission, or event related thereto, the Administrative Agent may act in any manner it may deem appropriate, in its sole discretion, given the Administrative Agent’s 's own interest in the Collateral as one of the Lenders and that the Administrative Agent shall have no duty or liability whatsoever to any Lender, other than to act without gross negligence or willful misconduct. (fe) The Lenders hereby irrevocably authorize the Administrative Agent, at its option and in its discretion, to release any Lien granted to or held by the Administrative Agent upon any Collateral: (i) upon termination of the Total Commitment and payment and satisfaction of the Obligation; (ii) constituting property in which no Obligor Loan Party or Parent owned an interest at the time the Lien was granted or at any time thereafterthereafter;(iii) upon the sale, transfer, or disposition of Collateral which is expressly permitted pursuant to the Loan Documents, including, without limitation, under Sections 9.20 (i) or (j) or 9.22; (iiiv) constituting property leased to an Obligor under a lease which has expired or been terminated in a transaction permitted under the Loan Document or is about to expire and which has not been, and is not intended by such Obligor to be, renewed; and (iii) consisting of an instrument evidencing Indebtedness pledged to the Administrative Agent (for the benefit of the Lenders), if the Indebtedness evidenced thereby has been paid in full. In addition, the Lenders irrevocably authorize the Administrative Agent to release Liens upon Collateral as contemplated in Section 10.01(c) 6.4; or (d), or v) if approved, authorized, or ratified in writing by the requisite all necessary Lenders. Upon request by the Administrative Agent at any time, the Lenders will confirm in writing the Administrative Agent’s 's authority to release particular types or items of Collateral pursuant to this Section 9.0312.6. (gf) In furtherance of the authorizations set forth in this Section 9.0312.6, each Lender hereby irrevocably appoints the Administrative Agent its attorney-in-fact, with full power of substitution, for and on behalf of and in the name of each such Lender Lender, (i) to enter into Collateral Documents (including, without limitation, any appointments of substitute trustees under any Collateral DocumentsDocument), (ii) to take action with respect to the Collateral and Collateral Documents to perfect, maintain, and preserve Lenders’ Lender's Liens, and (iii) to execute instruments of release or to take other action necessary to release Liens upon any Collateral to the extent authorized in paragraph Paragraph (fe) hereof. This power of attorney shall be liberally, not restrictively, construed so as to give the greatest latitude to the Administrative Agent’s 's power, as attorney, relative to the Collateral matters described in this Section 9.03. The powers and authorities herein conferred on the Administrative Agent may be exercised by the Administrative Agent through any Person who, at the time of the execution of a particular instrument, is an officer of the Administrative Agent (or any Person acting on behalf of the Administrative Agent pursuant to a valid power of attorney). The power of attorney conferred by this Section 9.03(g) to the Administrative Agent is granted for valuable consideration and is coupled with an interest and is irrevocable so long as the Obligations, or any part thereof, shall remain unpaid or the Lenders are obligated to make any Borrowings under the Loan Documents12.

Default; Collateral. (a) Upon the occurrence and continuance of a Default or Event of Default, the Lenders agree to promptly confer in order that Required Lenders or the Lenders, as the case may be, may agree upon a course of action for the enforcement of the rights of the Lenders; and the Administrative Agent shall be entitled to refrain from taking any action (without incurring any liability to any Person for so refraining) unless and until the Administrative Agent shall have received instructions from Required Lenders. All rights of action under the Loan Documents and all right to the Collateral, if any, hereunder may be enforced by the Administrative Agent (or Collateral Agent) and any suit or proceeding instituted by the Administrative Agent (or Collateral Agent) in furtherance of such enforcement shall be brought in its name as the Administrative Agent (or Collateral Agent) without the necessity of joining as plaintiffs or defendants any other Lender, and the recovery of any judgment shall be for the benefit of the Lenders (and, with respect to Lender Hedging AgreementsAgreements and Banking Services, Lender Hedge Providers or Affiliates, if applicable) subject to the expenses of the Administrative Agent and Collateral Agent. In actions with respect to any property of the Borrower Borrowers or any other Obligor, the Administrative Agent (and the Collateral Agent) is acting for the ratable benefit of each Lender (and, with respect to Lender Hedging AgreementAgreement and Banking Services, Lender Hedge Providers or Affiliates, if applicable). Any and all agreements to subordinate (whether made heretofore or hereafter) other indebtedness or obligations of Borrower Borrowers to the Obligations shall be construed as being for the ratable benefit of each Lender (and, with respect to Lender Hedging AgreementAgreement and Banking Services, Lender Hedge Providers or Affiliates, if applicable). (b) Each Lender authorizes and directs the Administrative Agent and the Collateral Agent to enter into the Collateral Documents on behalf of and for the benefit of the Lenders (and, with respect to Lender Hedging AgreementsAgreements and Banking Services, Lender Hedge Providers or Affiliates, if applicable)(or if previously entered into, hereby ratifies the Administrative Agent’s and Collateral Agent’s previously entering into such agreements and Collateral Documents). (c) Except to the extent unanimity (or other percentage set forth in Section 10.110.01) is required hereunder, each Lender agrees that any action taken by the Required Lenders in accordance with the provisions of the Loan Documents, and the exercise by the Required Lenders of the power set forth herein or therein, together with such other powers as are reasonably incidental thereto, shall be authorized and binding upon all of the Lenders. (d) The Administrative Agent is and Collateral Agent are each hereby authorized on behalf of the Lenders, without the necessity of any notice to or further consent from any Lender, from time to time to take any action with respect to any Collateral or Collateral Documents which may be necessary to perfect and maintain perfected the Liens upon the Collateral granted pursuant to the Collateral Documents. (e) The Neither the Administrative Agent nor the Collateral Agent shall have no any obligation whatsoever to any Lender or to any other Person to assure that the Collateral exists or is owned by any Obligor or is cared for, protected, or insured or has been encumbered or that the Liens granted to the Administrative Agent and/or Collateral Agent herein or pursuant thereto have been properly or sufficiently or lawfully created, perfected, protected, or enforced, or are entitled to any particular priority, or to exercise at all or in any particular manner or under any duty of care, disclosure, or fidelity, or to continue exercising, any of the Rights granted or available to the Administrative Agent or Collateral Agent in this Section 9.03 or in any of the Collateral Documents; it being understood and agreed that in respect of the Collateral, or any act, omission, or event related thereto, the Administrative Agent may act in any manner it may deem appropriate, in its sole discretion, given the Administrative Agent’s own interest in the Collateral as one of the Lenders and that the Administrative Agent shall have no duty or liability whatsoever to any Lender, other than to act without gross negligence or willful misconductmisconduct and the same shall apply to the Collateral Agent so long as the Administrative Agent is also the Collateral Agent. (f) The Lenders hereby irrevocably authorize the Administrative Agent and/or Collateral Agent, at its option and in its discretion, to release any Lien granted to or held by the Administrative Agent or Collateral Agent upon any Collateral: (i) constituting property in which no Obligor owned an interest at the time the Lien was granted or at any time thereafter; (ii) constituting property leased or granted to an Obligor under a lease lease, easement or right-of-way which has expired or been terminated in a transaction permitted under the Loan Document Documents or is about to expire and which has not been, and is not intended by such Obligor to be, renewed; and (iii) consisting of an instrument evidencing Indebtedness pledged to the Administrative Agent or Collateral Agent (for the benefit of the Lenders), if the Indebtedness evidenced thereby has been paid in full. In addition, the Lenders irrevocably authorize the Administrative Agent and Collateral Agent to release Liens upon Collateral as contemplated in Section 10.01(c) or (d), or if approved, authorized, or ratified in writing by the requisite Lenders. Upon request by the Administrative Agent (or Collateral Agent) at any time, the Lenders will confirm in writing the Administrative Agent’s (or Collateral Agent’s) authority to release particular types or items of Collateral pursuant to this Section 9.03. (g) In furtherance of the authorizations set forth in this Section 9.03, each Lender hereby irrevocably appoints the Administrative Agent and Collateral Agent its attorney-in-fact, with full power of substitution, for and on behalf of and in the name of each such Lender (i) to enter into Collateral Documents (including, without limitation, any appointments of substitute trustees under any Collateral DocumentsDocuments and any appointment of a collateral agent under the Intercreditor Agreement), (ii) to take action with respect to the Collateral and Collateral Documents to perfect, maintain, and preserve Lenders’ Liens, and (iii) to execute instruments of release or to take other action necessary to release Liens upon any Collateral to the extent authorized in paragraph (f) hereof. This power of attorney shall be liberally, not restrictively, construed so as to give the greatest latitude to the Administrative Agent’s and the Collateral Agent’s power, as attorney, relative to the Collateral matters described in this Section 9.03. The powers and authorities herein conferred on the Administrative Agent and Collateral Agent may be exercised by the Administrative Agent or Collateral Agent through any Person who, at the time of the execution of a particular instrument, is an officer of the Administrative Agent or Collateral Agent (or any Person acting on behalf of the Administrative Agent or Collateral Agent pursuant to a valid power of attorney). The power of attorney conferred by this Section 9.03(g) to the Administrative Agent and Collateral Agent is granted for valuable consideration and is coupled with an interest and is irrevocable so long as the Obligations, or any part thereof, shall remain unpaid or the Lenders are obligated to make have any Borrowings under the Loan DocumentsRevolving Commitment hereunder.

Default; Collateral. (a) Upon the occurrence and continuance of a Default or Event of Default, the Lenders agree to promptly confer in order that Required the Majority Lenders or the Lenders, as the case may be, may agree upon a course of action for the enforcement of the rights of the Lenders; and the Administrative Agent shall be entitled to refrain from taking any action (without incurring any liability to any Person for so refraining) unless and until the Administrative Agent shall have received instructions from Required the Majority Lenders or the Lenders, as the case may be. All rights of action under the Loan Documents and all right to the Collateral, if any, hereunder may be enforced by the Administrative Agent and any suit or proceeding instituted by the Administrative Agent in furtherance of such enforcement shall be brought in its name as the Administrative Agent without the necessity of joining as plaintiffs or defendants any other Lender, and the recovery of any judgment shall be for the benefit of the Lenders (and, with respect to Lender Hedging Agreementsthe Secured Swap Agreements and Bank Products, Affiliates, if applicable) subject to the expenses of the Administrative Agent. In actions with respect to any property Property of the Borrower or any other ObligorRestricted Subsidiary, the Administrative Agent is acting for the ratable benefit of each Lender (and, with respect to Lender Hedging Agreementthe Secured Swap Agreements and Bank Products, Affiliates, if applicable). Any and all agreements to subordinate (whether made heretofore or hereafter) other indebtedness or obligations of Borrower to the Obligations Indebtedness shall be construed as being for the ratable benefit of each Lender (and, with respect to Lender Hedging Agreementthe Secured Swap Agreements and Bank Products, Affiliates, if applicable). (b) Each Lender authorizes and directs the Administrative Agent to enter into the Collateral Documents Security Instruments on behalf of and for the benefit of the Lenders (and, with respect to Lender Hedging Agreementsthe Secured Swap Agreements and Bank Products, Affiliates, if applicable)(or applicable) (or if previously entered into, hereby ratifies the Administrative Agent’s (or any predecessor administrative agent’s) previously entering into such agreements and Collateral DocumentsSecurity Instruments). (c) Except to the extent unanimity (or other percentage set forth in Section 10.112.02) is required hereunder, each Lender agrees that any action taken by the Required Majority Lenders in accordance with the provisions of the Loan Documents, and the exercise by the Required Majority Lenders of the power set forth herein or therein, together with such other powers as are reasonably incidental thereto, shall be authorized and binding upon all of the Lenders. (d) The Administrative Agent is hereby authorized on behalf of the Lenders, without the necessity of any notice to or further consent from any Lender, from time to time to take any action with respect to any Collateral or Collateral Documents Security Instruments which may be necessary to perfect and maintain perfected the Liens upon the Collateral granted pursuant to the Collateral DocumentsSecurity Instruments. (e) The Administrative Agent shall not have no any obligation whatsoever to any Lender or to any other Person to assure that the Collateral exists or is owned (whether in fee or by any Obligor leasehold) by the Person purporting to own it or is cared for, protected, or insured or has been encumbered or that the Liens granted to the Administrative Agent (or any predecessor administrative agent) herein or pursuant thereto have been properly or sufficiently or lawfully created, perfected, protected, or enforced, or are entitled to any particular priority, or to exercise at all or in any particular manner or under any duty of care, disclosure, or fidelity, or to continue exercising, any of the Rights rights granted or available to the Administrative Agent in this Section 9.03 11.03 or in any of the Collateral DocumentsSecurity Instruments; it being understood and agreed that in respect of the CollateralIT BEING UNDERSTOOD AND AGREED THAT IN RESPECT OF THE COLLATERAL, or any actOR ANY ACT, omissionOMISSION, or event related theretoOR EVENT RELATED THERETO, the Administrative Agent may act in any manner it may deem appropriateTHE ADMINISTRATIVE AGENT MAY ACT IN ANY MANNER IT MAY DEEM APPROPRIATE, in its sole discretionIN ITS SOLE DISCRETION, given the Administrative Agent’s own interest in the Collateral as one of the Lenders and that the Administrative Agent shall have no duty or liability whatsoever to any LenderGIVEN THE ADMINISTRATIVE AGENT’S OWN INTEREST IN THE COLLATERAL AS ONE OF THE LENDERS AND THAT THE ADMINISTRATIVE AGENT SHALL HAVE NO DUTY OR LIABILITY WHATSOEVER TO ANY LENDER (AND, other than to act without gross negligence or willful misconductWITH RESPECT TO SECURED SWAP AGREEMENTS AND BANK PRODUCTS, AFFILIATES), OTHER THAN TO ACT WITHOUT GROSS NEGLIGENCE OR WILLFUL MISCONDUCT. (f) The Lenders hereby irrevocably authorize the Administrative Agent, at its option and in its discretion, to release any Lien granted to or held by the Administrative Agent upon any Collateral: (iA) upon the payment in full of the Indebtedness (other than inchoate or contingent or reimbursable obligations for which no claim has been asserted); (B) constituting property being sold or disposed of to a Person that is not a Loan Party if any Loan Party certifies in a certificate of a Responsible Officer of such Loan Party to the Administrative Agent that the sale or disposition is made in compliance with this Agreement (and the Administrative Agent may rely conclusively on any such certificate, without further inquiry); (C) constituting “Excluded Property” as defined in the Security Agreement; (D) constituting property in which no Obligor neither Borrower nor any Restricted Subsidiary owned an interest at the time the Lien was granted or at any time thereafter; (iiE) constituting property leased to an Obligor the Borrower or a Restricted Subsidiary under a lease which has expired or been terminated in a transaction permitted under the Loan Document Documents or is about to expire and which has not been, and is not intended by the Borrower or such Obligor Restricted Subsidiary to be, renewed; and or (iiiF) consisting of an instrument or other possessory collateral evidencing Indebtedness Debt or other obligations pledged to the Administrative Agent (for the benefit of the LendersSecured Creditors), if the Indebtedness Debt or obligations evidenced thereby has been paid in fullfull or otherwise superseded. In addition, the Lenders irrevocably authorize the Administrative Agent to release Liens upon Collateral as contemplated herein and in Section 10.01(c) or (d)the other Loan Documents, or if approved, authorized, or ratified in writing by the requisite Lenders. Upon request by the Administrative Agent at any time, the Lenders will confirm in writing the Administrative Agent’s authority to release particular types or items of Collateral pursuant to this Section 9.0311.03. (g) In furtherance of the authorizations set forth in this Section 9.0311.03, each Lender hereby irrevocably appoints the Administrative Agent as its attorney-in-fact, with full power of substitution, for and on behalf of and in the name of each such Lender (i) to enter into Collateral Documents Security Instruments (including, without limitation, any appointments of substitute trustees under any Collateral DocumentsSecurity Instruments), (ii) to take action with respect to the Collateral and Collateral Documents Security Instruments to perfect, maintain, and preserve the Lenders’ Liens, and (iii) to execute instruments of release or to take other action necessary to release Liens upon any Collateral to the extent authorized herein or in paragraph (f) hereofthe other Loan Documents. This power of attorney shall be liberally, not restrictively, construed so as to give the greatest latitude to the Administrative Agent’s power, as attorney, relative to the Collateral matters described in this Section 9.0311.03. The powers and authorities herein conferred on the Administrative Agent may be exercised by the Administrative Agent through any Person who, at the time of the execution of a particular instrument, is an officer of the Administrative Agent (or any Person acting on behalf of the Administrative Agent pursuant to a valid power of attorney). The power of attorney conferred by this Section 9.03(g11.03(g) to the Administrative Agent is granted for valuable consideration and is coupled with an interest and is irrevocable so long as the ObligationsIndebtedness, or any part thereof, shall remain unpaid or the Lenders are obligated to make any Borrowings Loan under the Loan Documents.

Default; Collateral. (a) Upon the occurrence and continuance of a Default or Event of Default, the Lenders agree to promptly confer in order that Required Lenders or the Lenders, as the case may be, may agree upon a course of action for the enforcement of the rights Rights of the Lenders; and the Administrative Agent shall be entitled to refrain from taking any action (without incurring any liability to any Person for so refraining) unless and until the Administrative Agent shall have received instructions from Required Lenders. All rights Rights of action under the Loan Documents and all right Rights to the Collateral, if any, hereunder may be enforced by the Administrative Agent and any suit or proceeding instituted by the Administrative Agent in furtherance of such enforcement shall be brought in its name as the Administrative Agent without the necessity of joining as plaintiffs or defendants any other Lender, and the recovery of any judgment shall be for the benefit of the Lenders (and, with respect to Lender Hedging Agreements, Affiliates, if applicable) subject to the expenses of the Administrative Agent. In actions with respect to any property of the Borrower or any other ObligorBorrower, the Administrative Agent is acting for the ratable benefit of each Lender (and, with respect to Lender Hedging Agreement, Affiliates, if applicable)Lender. Any and all agreements to subordinate (whether made heretofore or hereafter) other indebtedness or obligations of Borrower to the Obligations Obligation shall be construed as being for the ratable benefit of each Lender (and, with respect to Lender Hedging Agreement, Affiliates, if applicable)Lender. (b) Each Lender authorizes and directs the Administrative Agent to enter into the Collateral Documents on behalf of and for the benefit of the Lenders (and, with respect to Lender Hedging Agreements, Affiliates, if applicable)(or if previously entered into, hereby ratifies the Administrative Agent’s previously entering into such agreements and Collateral Documents). (c) Lenders. Except to the extent unanimity (or other percentage set forth in Section 10.113.11) is required hereunder, each Lender agrees that any action taken by the Required Lenders in accordance with the provisions of the Loan Documents, and the exercise by the Required Lenders of the power powers set forth herein or therein, together with such other powers as are reasonably incidental thereto, shall be authorized and binding upon all of the Lenders. (dc) The Administrative Agent is hereby authorized on behalf of all of the Lenders, without the necessity of any notice to or further consent from any Lender, from time to time to take any action with respect to any Collateral or Collateral Documents which may be necessary to perfect and maintain perfected the Liens upon the Collateral granted pursuant to the Collateral Documents. (ed) The Administrative Agent shall have no obligation whatsoever to any Lender or to any other Person to assure that the Collateral exists or is owned by any Obligor Company or is cared for, protected, or insured or has been encumbered or that the Liens granted to the Administrative Agent herein or pursuant thereto hereto have been properly or sufficiently or lawfully created, perfected, protected, or enforced, or are entitled to any particular priority, or to exercise at all or in any particular manner or under any duty of care, disclosure, or fidelity, or to continue exercising, any of the Rights granted or available to the Administrative Agent in this Section 9.03 12.6 or in any of the Collateral Documents; it being understood and agreed that in respect of the Collateral, or any act, omission, or event related thereto, the Administrative Agent may act in any manner it may deem appropriate, in its sole discretion, given the Administrative Agent’s 's own interest in the Collateral as one of the Lenders and that the Administrative Agent shall have no duty or liability whatsoever to any Lender, other than to act without gross negligence or willful misconduct.. Credit Agreement 89 (fe) The Lenders hereby irrevocably authorize the Administrative Agent, at its option and in its discretion, to release any Lien granted to or held by the Administrative Agent upon any Collateral: (i) upon termination of the Total Commitment and payment and satisfaction of the Obligation; (ii) constituting property in which no Obligor Company owned an interest at the time the Lien was granted or at any time thereafter; (iiiii) constituting property leased to an Obligor a Company under a lease which has expired or been terminated in a transaction permitted under the Loan Document or is about to expire and which has not been, and is not intended by such Obligor Company to be, renewed; and (iiiiv) consisting of an instrument evidencing Indebtedness Debt pledged to the Administrative Agent (for the benefit of the Lenders), if the Indebtedness Debt evidenced thereby has been paid in full. In addition; (v) upon the sale, transfer, or disposition of Collateral which is expressly permitted pursuant to the Lenders irrevocably authorize the Administrative Agent to release Liens upon Collateral Loan Documents, including, without limitation, under Section 9.23; (vi) as contemplated in Section 10.01(c) 6.4; or (d), or vii) if approved, authorized, or ratified in writing by the requisite all necessary Lenders. Upon request by the Administrative Agent at any time, the Lenders will confirm in writing the Administrative Agent’s 's authority to release particular types or items of Collateral pursuant to this Section 9.0312.6. (gf) In furtherance of the authorizations set forth in this Section 9.0312.6, each Lender hereby irrevocably appoints the Administrative Agent its attorney-in-fact, with full power of substitution, for and on behalf of and in the name of each such Lender Lender, (i) to enter into Collateral Documents (including, without limitation, any appointments of substitute trustees under any Collateral DocumentsDocument), (ii) to take action with respect to the Collateral and Collateral Documents to perfect, maintain, and preserve Lenders’ Lender's Liens, and (iii) to execute instruments of release or to take other action necessary to release Liens upon any Collateral to the extent authorized in paragraph Paragraph (fe) hereof. This power of attorney shall be liberally, not restrictively, construed so as to give the greatest latitude to the Administrative Agent’s 's power, as attorney, relative to the Collateral matters described in this Section 9.03. The powers and authorities herein conferred on the Administrative Agent may be exercised by the Administrative Agent through any Person who, at the time of the execution of a particular instrument, is an officer of the Administrative Agent (or any Person acting on behalf of the Administrative Agent pursuant to a valid power of attorney). The power of attorney conferred by this Section 9.03(g) to the Administrative Agent is granted for valuable consideration and is coupled with an interest and is irrevocable so long as the Obligations, or any part thereof, shall remain unpaid or the Lenders are obligated to make any Borrowings under the Loan Documents12.

Default; Collateral. (a) Upon the occurrence and continuance of a Default or Event of Default, the Lenders agree to promptly confer in order that Required Lenders or the Lenders, as the case may be, may agree upon a course of action for the enforcement of the rights of the Lenders; and the Administrative Agent shall be entitled to refrain from taking any action (without incurring any liability to any Person for so refraining) unless and until the Administrative Agent shall have received instructions from Required Lenders. All rights of action under the Loan Documents and all right to the Collateral, if any, hereunder may be enforced by the Administrative Agent and any suit or proceeding instituted by the Administrative Agent in furtherance of such enforcement shall be brought in its name as the Administrative Agent without the necessity of joining as plaintiffs or defendants any other Lender, and the recovery of any judgment shall be for the benefit of the Lenders (and, with respect to Lender Hedging Agreements, Affiliates, if applicable) subject to the expenses of the Administrative Agent. In actions with respect to any property of the Borrower or any other Obligor, the Administrative Agent is acting for the ratable benefit of each Lender (and, with respect to Lender Hedging Agreement, Affiliates, if applicable). Any and all agreements to subordinate (whether made heretofore or hereafter) other indebtedness or obligations of Borrower to the Obligations Obligation shall be construed as being for the ratable benefit of each Lender (and, with respect to Lender Hedging Agreement, Affiliates, if applicable). (b) Each Lender authorizes and directs the Administrative Agent to enter into the Collateral Documents on behalf of and for the benefit of the Lenders (and, with respect to Lender Hedging Agreements, Affiliates, if applicable)(or if previously entered into, hereby ratifies the Administrative Agent’s 's previously entering into such agreements and Collateral Documents). (c) Except to the extent unanimity (or other percentage set forth in Section 10.1) is required hereunder, each Lender agrees that any action taken by the Required Lenders in accordance with the provisions of the Loan Documents, and the exercise by the Required Lenders of the power set forth herein or therein, together with such other powers as are reasonably incidental thereto, shall be authorized and binding upon all of the Lenders. (d) The Administrative Agent is hereby authorized on behalf of the Lenders, without the necessity of any notice to or further consent from any Lender, from time to time to take any action with respect to any Collateral or Collateral Documents which may be necessary to perfect and maintain perfected the Liens upon the Collateral granted pursuant to the Collateral Documents. (e) The Administrative Agent shall have no obligation whatsoever to any Lender or to any other Person to assure that the Collateral exists or is owned by any Obligor or is cared for, protected, or insured or has been encumbered or that the Liens granted to the Administrative Agent herein or pursuant thereto have been properly or sufficiently or lawfully created, perfected, protected, or enforced, or are entitled to any particular priority, or to exercise at all or in any particular manner or under any duty of care, disclosure, or fidelity, or to continue exercising, any of the Rights granted or available to the Administrative Agent in this Section 9.03 or in any of the Collateral Documents; it being understood and agreed that in respect of the Collateral, or any act, omission, or event related thereto, the Administrative Agent may act in any manner it may deem appropriate, in its sole discretion, given the Administrative Agent’s 's own interest in the Collateral as one of the Lenders and that the Administrative Agent shall have no duty or liability whatsoever to any Lender, other than to act without gross negligence or willful misconduct. (f) The Lenders hereby irrevocably authorize the Administrative Agent, at its option and in its discretion, to release any Lien granted to or held by the Administrative Agent upon any Collateral: (i) constituting property in which no Obligor owned an interest at the time the Lien was granted or at any time thereafter; (ii) constituting property leased to an Obligor under a lease which has expired or been terminated in a transaction permitted under the Loan Document or is about to expire and which has not been, and is not intended by such Obligor to be, renewed; and (iii) consisting of an instrument evidencing Indebtedness pledged to the Administrative Agent (for the benefit of the Lenders), if the Indebtedness evidenced thereby has been paid in full. In addition, the Lenders irrevocably authorize the Administrative Agent to release Liens upon Collateral as contemplated in Section 10.01(c) or (d), or if approved, authorized, or ratified in writing by the requisite Lenders. Upon request by the Administrative Agent at any time, the Lenders will confirm in writing the Administrative Agent’s 's authority to release particular types or items of Collateral pursuant to this Section 9.03. (g) In furtherance of the authorizations set forth in this Section 9.03, each Lender hereby irrevocably appoints the Administrative Agent its attorney-in-fact, with full power of substitution, for and on behalf of and in the name of each such Lender Lender, (i) to enter into Collateral Documents (including, without limitation, any appointments of substitute trustees under any Collateral Documents), (ii) to take action with respect to the Collateral and Collateral Documents to perfect, maintain, and preserve Lenders’ ' Liens, and (iii) to execute instruments of release or to take other action necessary to release Liens upon any Collateral to the extent authorized in paragraph (fe) hereof. This power of attorney shall be liberally, not restrictively, construed so as to give the greatest latitude to the Administrative Agent’s 's power, as attorney, relative to the Collateral matters described in this Section 9.03. The powers and authorities herein conferred on the Administrative Agent may be exercised by the Administrative Agent through any Person who, at the time of the execution of a particular instrument, is an officer of the Administrative Agent (or any Person acting on behalf of the Administrative Agent pursuant to a valid power of attorney)Agent. The power of attorney conferred by this Section 9.03(g) to the Administrative Agent is granted for valuable consideration and is coupled with an interest and is irrevocable so long as the Obligations, or any part thereof, shall remain unpaid or the Lenders are obligated to make any Borrowings under the Loan Documents.

Default; Collateral. (a) Upon the occurrence and continuance of a Default or Event of Default, the Lenders agree to promptly confer in order that Required the Majority Lenders or the Lenders, as the case may be, may agree upon a course of action for the enforcement of the rights of the Lenders; and the Administrative Agent shall be entitled to refrain from taking any action (without incurring any liability to any Person for so refraining) unless and until the Administrative Agent shall have received instructions from Required the Majority Lenders or the Lenders, as the case may be. All rights of action under the Loan Documents and all right to the CollateralMortgaged Properties, if any, hereunder may be enforced by the Administrative Agent and any suit or proceeding instituted by the Administrative Agent in furtherance of such enforcement shall be brought in its name as the Administrative Agent without the necessity of joining as plaintiffs or defendants any other Lender, and the recovery of any judgment shall be for the benefit of the Lenders (and, with respect to Lender Hedging AgreementsSecured Swap Agreements and Bank Products, Affiliates, if applicable) subject to the expenses of the Administrative Agent. In actions with respect to any property Property of the Borrower or any other ObligorRestricted Subsidiary, the Administrative Agent is acting for the ratable benefit of each Lender (and, with respect to Lender Hedging AgreementSecured Swap Agreements and Bank Products, Affiliates, if applicable). Any and all agreements to subordinate (whether made heretofore or hereafter) other indebtedness or obligations of Borrower to the Obligations Indebtedness shall be construed as being for the ratable benefit of each Lender (and, with respect to Lender Hedging AgreementSecured Swap Agreements and Bank Products, Affiliates, if applicable). (b) Each Lender authorizes and directs the Administrative Agent to enter into the Collateral Documents Security Instruments on behalf of and for the benefit of the Lenders (and, with respect to Lender Hedging AgreementsSecured Swap Agreements and Bank Products, Affiliates, if applicable)(or applicable) (or, if previously entered into, hereby ratifies the Administrative Agent’s (or any predecessor administrative agent’s) previously entering into such agreements and Collateral DocumentsSecurity Instruments). (c) Except to the extent unanimity (or other percentage set forth in Section 10.112.02) is required hereunder, each Lender agrees that any action taken by the Required Majority Lenders in accordance with the provisions of the Loan Documents, and the exercise by the Required Majority Lenders of the power set forth herein or therein, together with such other powers as are reasonably incidental thereto, shall be authorized and binding upon all of the Lenders. (d) The Administrative Agent is hereby authorized on behalf of the Lenders, without the necessity of any notice to or further consent from any Lender, from time to time to take any action with respect to any Collateral Mortgaged Property or Collateral Documents Security Instruments which may be necessary to perfect and maintain perfected the Liens upon the Collateral Mortgaged Properties granted pursuant to the Collateral DocumentsSecurity Instruments. (e) The Administrative Agent shall not have no any obligation whatsoever to any Lender or to any other Person to assure that the Collateral Mortgaged Property exists or is owned (whether in fee or by any Obligor leasehold) by the Person purporting to own it or is cared for, protected, or insured or has been encumbered or that the Liens granted to the Administrative Agent (or any predecessor administrative agent) herein or pursuant thereto have been properly or sufficiently or lawfully created, perfected, protected, or enforced, or are entitled to any particular priority, or to exercise at all or in any particular manner or under any duty of care, disclosure, or fidelity, or to continue exercising, any of the Rights rights granted or available to the Administrative Agent in this Section 9.03 11.03 or in any of the Collateral DocumentsSecurity Instruments; it being understood and agreed that in respect of the CollateralIT BEING UNDERSTOOD AND AGREED THAT IN RESPECT OF THE MORTGAGED PROPERTY, or any actOR ANY ACT, omissionOMISSION, or event related theretoOR EVENT RELATED THERETO, the Administrative Agent may act in any manner it may deem appropriateTHE ADMINISTRATIVE AGENT MAY ACT IN ANY MANNER IT MAY DEEM APPROPRIATE, in its sole discretionIN ITS SOLE DISCRETION, given the Administrative Agent’s own interest in the Collateral as one of the Lenders and that the Administrative Agent shall have no duty or liability whatsoever to any LenderGIVEN THE ADMINISTRATIVE AGENT’S OWN INTEREST IN THE MORTGAGED PROPERTY AS ONE OF THE LENDERS AND THAT THE ADMINISTRATIVE AGENT SHALL HAVE NO DUTY OR LIABILITY WHATSOEVER TO ANY LENDER (AND, other than to act without gross negligence or willful misconductWITH RESPECT TO SECURED SWAP AGREEMENTS AND BANK PRODUCTS, AFFILIATES), OTHER THAN TO ACT WITHOUT GROSS NEGLIGENCE OR WILLFUL MISCONDUCT. (f) The Lenders hereby irrevocably authorize the Administrative Agent, at its option and in its discretion, to release any Lien granted to or held by the Administrative Agent upon any CollateralMortgaged Property: (iA) constituting property in which no Obligor neither Borrower nor any Restricted Subsidiary owned an interest at the time the Lien was granted or at any time thereafter; (iiB) constituting property leased to an Obligor the Borrower or a Restricted Subsidiary under a lease which has expired or been terminated in a transaction permitted under the Loan Document Documents or is about to expire and which has not been, and is not intended by the Borrower or such Obligor Restricted Subsidiary to be, renewed; and or (iiiC) consisting of an instrument or other possessory collateral evidencing Indebtedness Debt or other obligations pledged to the Administrative Agent (for the benefit of the Lenders), if the Indebtedness Debt or obligations evidenced thereby has been paid in fullfull or otherwise superseded. In addition, the Lenders irrevocably authorize the Administrative Agent to release Liens upon Collateral Mortgaged Property as contemplated herein and in Section 10.01(c) or (d)the other Loan Documents, or if approved, authorized, or ratified approved in writing by the requisite Lendersaccordance with Section 12.02. Upon request by the Administrative Agent at any time, the Lenders will confirm in writing the Administrative Agent’s authority to release particular types or items of Collateral Mortgaged Property pursuant to this Section 9.0311.03. (g) In furtherance of the authorizations set forth in this Section 9.0311.03, each Lender hereby irrevocably appoints the Administrative Agent as its attorney-in-fact, with full power of substitution, for and on behalf of and in the name of each such Lender (i) to enter into Collateral Documents Security Instruments (including, without limitation, any appointments of substitute trustees under any Collateral DocumentsSecurity Instruments), (ii) to take action with respect to the Collateral Mortgaged Property and Collateral Documents Security Instruments to perfect, maintain, and preserve the Lenders’ Liens, and (iii) to execute instruments of release or to take other action necessary to release Liens upon any Collateral Mortgaged Property to the extent authorized herein or in paragraph (f) hereofthe other Loan Documents. This power of attorney shall be liberally, not restrictively, construed so as to give the greatest latitude to the Administrative Agent’s power, as attorney, relative to the Collateral Mortgaged Property matters described in this Section 9.0311.03. The powers and authorities herein conferred on the Administrative Agent may be exercised by the Administrative Agent through any Person who, at the time of the execution of a particular instrument, is an officer of the Administrative Agent (or any Person acting on behalf of the Administrative Agent pursuant to a valid power of attorney). The power of attorney conferred by this Section 9.03(g11.03(g) to the Administrative Agent is granted for valuable consideration and is coupled with an interest and is irrevocable so long as the ObligationsIndebtedness, or any part thereof, shall remain unpaid or the Lenders are obligated to make any Borrowings Loan or issue any Letter of Credit under the Loan Documents.

Default; Collateral. (a) Upon the occurrence and continuance of a Default or Event of Default, the Lenders agree to promptly confer in order that Required Lenders or the Lenders, as the case may be, may agree upon a course of action for the enforcement of the rights of the Lenders; and the Administrative Agent shall be entitled to refrain from taking any action (without incurring any liability to any Person for so refraining) unless and until the Administrative Agent shall have received instructions from Required Lenders. All rights of action under the Loan Documents and all right to the Collateral, if any, hereunder may be enforced by the Administrative Agent and any suit or proceeding instituted by the Administrative Agent in furtherance of such enforcement shall be brought in its name as the Administrative Agent without the necessity of joining as plaintiffs or defendants any other Lender, and the recovery of any judgment shall be for the benefit of the Lenders (and, with respect to Lender Hedging Agreements, Affiliates, if applicable) subject to the expenses of the Administrative Agent. In actions with respect to any property of the Borrower or any other Obligor, the Administrative Agent is acting for the ratable benefit of each Lender (and, with respect to Lender Hedging Agreement, Affiliates, if applicable). Any and all agreements to subordinate (whether made heretofore or hereafter) other indebtedness or obligations of Borrower to the Obligations shall be construed as being for the ratable benefit of each Lender (and, with respect to Lender Hedging Agreement, Affiliates, if applicable). (b) Each Lender authorizes and directs the Administrative Agent to enter into the Collateral Documents on behalf of and for the benefit of the Lenders (and, with respect to Lender Hedging Agreements, Affiliates, if applicable)(or if previously entered into, hereby ratifies the Administrative Agent’s previously entering into such agreements and Collateral Documents). (c) Except to the extent unanimity (or other percentage set forth in Section 10.1) is required hereunder, each Lender agrees that any action taken by the Required Lenders in accordance with the provisions of the Loan Documents, and the exercise by the Required Lenders of the power set forth herein or therein, together with such other powers as are reasonably incidental thereto, shall be authorized and binding upon all of the Lenders. (d) The Administrative Agent is hereby authorized on behalf of the Lenders, without the necessity of any notice to or further consent from any Lender, from time to time to take any action with respect to any Collateral or Collateral Documents which may be necessary to perfect and maintain perfected the Liens upon the Collateral granted pursuant to the Collateral Documents. (e) The Administrative Agent shall have no obligation whatsoever to any Lender or to any other Person to assure that the Collateral exists or is owned by any Obligor or is cared for, protected, or insured or has been encumbered or that the Liens granted to the Administrative Agent herein or pursuant thereto have been properly or sufficiently or lawfully created, perfected, protected, or enforced, or are entitled to any particular priority, or to exercise at all or in any particular manner or under any duty of care, disclosure, or fidelity, or to continue exercising, any of the Rights granted or available to the Administrative Agent in this Section 9.03 or in any of the Collateral Documents; it being understood and agreed that in respect of the Collateral, or any act, omission, or event related thereto, the Administrative Agent may act in any manner it may deem appropriate, in its sole discretion, given the Administrative Agent’s own interest in the Collateral as one of the Lenders and that the Administrative Agent shall have no duty or liability whatsoever to any Lender, other than to act without gross negligence or willful misconduct. (f) The Lenders hereby irrevocably authorize the Administrative Agent, at its option and in its discretion, to release any Lien granted to or held by the Administrative Agent upon any Collateral: (i) constituting property in which no Obligor owned an interest at the time the Lien was granted or at any time thereafter; (ii) constituting property leased or granted to an Obligor under a lease lease, easement or right-of-way which has expired or been terminated in a transaction permitted under the Loan Document or is about to expire and which has not been, and is not intended by such Obligor to be, renewed; and (iii) consisting of an instrument evidencing Indebtedness pledged to the Administrative Agent (for the benefit of the Lenders), if the Indebtedness evidenced thereby has been paid in full. In addition, the Lenders irrevocably authorize the Administrative Agent to release Liens upon Collateral as contemplated in Section 10.01(c) or (d), or if approved, authorized, or ratified in writing by the requisite Lenders. Upon request by the Administrative Agent at any time, the Lenders will confirm in writing the Administrative Agent’s authority to release particular types or items of Collateral pursuant to this Section 9.03. (g) In furtherance of the authorizations set forth in this Section 9.03, each Lender hereby irrevocably appoints the Administrative Agent its attorney-in-fact, with full power of substitution, for and on behalf of and in the name of each such Lender (i) to enter into Collateral Documents (including, without limitation, any appointments of substitute trustees under any Collateral Documents), (ii) to take action with respect to the Collateral and Collateral Documents to perfect, maintain, and preserve Lenders’ Liens, and (iii) to execute instruments of release or to take other action necessary to release Liens upon any Collateral to the extent authorized in paragraph (f) hereof. This power of attorney shall be liberally, not restrictively, construed so as to give the greatest latitude to the Administrative Agent’s power, as attorney, relative to the Collateral matters described in this Section 9.03. The powers and authorities herein conferred on the Administrative Agent may be exercised by the Administrative Agent through any Person who, at the time of the execution of a particular instrument, is an officer of the Administrative Agent (or any Person acting on behalf of the Administrative Agent pursuant to a valid power of attorney). The power of attorney conferred by this Section 9.03(g) to the Administrative Agent is granted for valuable consideration and is coupled with an interest and is irrevocable so long as the Obligations, or any part thereof, shall remain unpaid or the Lenders are obligated to make have any Borrowings under the Loan DocumentsCommitment hereunder.

Default; Collateral. (a) Upon the occurrence and continuance of a Default or Event of Default, the Lenders agree to promptly confer in order that Required Lenders or the Lenders, as the case may be, may agree upon a course of action for the enforcement of the rights of the Lenders; and the Administrative Agent shall be entitled to refrain from taking any action (without incurring any liability to any Person for so refraining) unless and until the Administrative Agent shall have received instructions from Required Lenders. All rights of action under the Loan Documents and all right to the Collateral, if any, hereunder may be enforced by the Administrative Agent (or Collateral Agent) and any suit or proceeding instituted by the Administrative Agent (or Collateral Agent) in furtherance of such enforcement shall be brought in its name as the Administrative Agent (or Collateral Agent) without the necessity of joining as plaintiffs or defendants any other Lender, and the recovery of any judgment shall be for the benefit of the Lenders (and, with respect to Lender Hedging Agreements, Affiliates, if applicable) subject to the expenses of the Administrative Agent and Collateral Agent. In actions with respect to any property of the Borrower Borrowers or any other Obligor, the Administrative Agent (and the Collateral Agent) is acting for the ratable benefit of each Lender (and, with respect to Lender Hedging Agreement, Affiliates, if applicable). Any and all agreements to subordinate (whether made heretofore or hereafter) other indebtedness or obligations of Borrower Borrowers to the Obligations shall be construed as being for the ratable benefit of each Lender (and, with respect to Lender Hedging Agreement, Affiliates, if applicable). (b) Each Lender authorizes and directs the Administrative Agent and the Collateral Agent to enter into the Collateral Documents on behalf of and for the benefit of the Lenders (and, with respect to Lender Hedging Agreements, Affiliates, if applicable)(or if previously entered into, hereby ratifies the Administrative Agent’s and Collateral Agent’s previously entering into such agreements and Collateral Documents). (c) Except to the extent unanimity (or other percentage set forth in Section 10.110.01) is required hereunder, each Lender agrees that any action taken by the Required Lenders in accordance with the provisions of the Loan Documents, and the exercise by the Required Lenders of the power set forth herein or therein, together with such other powers as are reasonably incidental thereto, shall be authorized and binding upon all of the Lenders. (d) The Administrative Agent is and Collateral Agent are each hereby authorized on behalf of the Lenders, without the necessity of any notice to or further consent from any Lender, from time to time to take any action with respect to any Collateral or Collateral Documents which may be necessary to perfect and maintain perfected the Liens upon the Collateral granted pursuant to the Collateral Documents. (e) The Neither the Administrative Agent nor the Collateral Agent shall have no any obligation whatsoever to any Lender or to any other Person to assure that the Collateral exists or is owned by any Obligor or is cared for, protected, or insured or has been encumbered or that the Liens granted to the Administrative Agent and/or Collateral Agent herein or pursuant thereto have been properly or sufficiently or lawfully created, perfected, protected, or enforced, or are entitled to any particular priority, or to exercise at all or in any particular manner or under any duty of care, disclosure, or fidelity, or to continue exercising, any of the Rights granted or available to the Administrative Agent or Collateral Agent in this Section 9.03 or in any of the Collateral Documents; it being understood and agreed that in respect of the Collateral, or any act, omission, or event related thereto, the Administrative Agent may act in any manner it may deem appropriate, in its sole discretion, given the Administrative Agent’s own interest in the Collateral as one of the Lenders and that the Administrative Agent shall have no duty or liability whatsoever to any Lender, other than to act without gross negligence or willful misconductmisconduct and the same shall apply to the Collateral Agent so long as the Administrative Agent is also the Collateral Agent. (f) The Lenders hereby irrevocably authorize the Administrative Agent and/or Collateral Agent, at its option and in its discretion, to release any Lien granted to or held by the Administrative Agent or Collateral Agent upon any Collateral: (i) constituting property in which no Obligor owned an interest at the time the Lien was granted or at any time thereafter; (ii) constituting property leased or granted to an Obligor under a lease lease, easement or right-of-way which has expired or been terminated in a transaction permitted under the Loan Document Documents or is about to expire and which has not been, and is not intended by such Obligor to be, renewed; and (iii) consisting of an instrument evidencing Indebtedness pledged to the Administrative Agent or Collateral Agent (for the benefit of the Lenders), if the Indebtedness evidenced thereby has been paid in full. In addition, the Lenders irrevocably authorize the Administrative Agent and Collateral Agent to release Liens upon Collateral as contemplated in Section 10.01(c) or (d), or if approved, authorized, or ratified in writing by the requisite Lenders. Upon request by the Administrative Agent (or Collateral Agent) at any time, the Lenders will confirm in writing the Administrative Agent’s (or Collateral Agent’s) authority to release particular types or items of Collateral pursuant to this Section 9.03. (g) In furtherance of the authorizations set forth in this Section 9.03, each Lender hereby irrevocably appoints the Administrative Agent and Collateral Agent its attorney-in-fact, with full power of substitution, for and on behalf of and in the name of each such Lender (i) to enter into Collateral Documents (including, without limitation, any appointments of substitute trustees under any Collateral DocumentsDocuments and any appointment of a collateral agent under the Intercreditor Agreement), (ii) to take action with respect to the Collateral and Collateral Documents to perfect, maintain, and preserve Lenders’ Liens, and (iii) to execute instruments of release or to take other action necessary to release Liens upon any Collateral to the extent authorized in paragraph (f) hereof. This power of attorney shall be liberally, not restrictively, construed so as to give the greatest latitude to the Administrative Agent’s and the Collateral Agent’s power, as attorney, relative to the Collateral matters described in this Section 9.03. The powers and authorities herein conferred on the Administrative Agent and Collateral Agent may be exercised by the Administrative Agent or Collateral Agent through any Person who, at the time of the execution of a particular instrument, is an officer of the Administrative Agent or Collateral Agent (or any Person acting on behalf of the Administrative Agent or Collateral Agent pursuant to a valid power of attorney). The power of attorney conferred by this Section 9.03(g) to the Administrative Agent and Collateral Agent is granted for valuable consideration and is coupled with an interest and is irrevocable so long as the Obligations, or any part thereof, shall remain unpaid or the Lenders are obligated to make any Borrowings under the Loan Documentsunpaid.

Default; Collateral. (a) Upon the occurrence and continuance of a Default or Event of Default, the Lenders agree to promptly confer in order that Required Lenders or the Lenders, as the case may be, may agree upon a course of action for the enforcement of the rights of the Lenders; and the Administrative Agent shall be entitled to refrain from taking any action (without incurring any liability to any Person for so refraining) unless and until UNLESS AND UNTIL the Administrative Agent shall have received instructions from Required Lenders. All rights of action under the Loan Documents and all right to the Collateral, if any, hereunder may be enforced by the Administrative Agent and any suit or proceeding instituted by the Administrative Agent in furtherance of such enforcement shall be brought in its name as the Administrative Agent without the necessity of joining as plaintiffs or defendants any other Lender, and the recovery of any judgment shall be for the benefit of the Lenders (and, with respect to Lender Hedging Agreements, Affiliates, if applicable) subject to the expenses of the Administrative Agent. In actions with respect to any property of the Borrower or any other Obligor, the Administrative Agent is acting for the ratable benefit of each Lender (and, with respect to Lender Hedging Agreement, Affiliates, if applicable). Any and all agreements to subordinate (whether made heretofore or hereafter) other indebtedness or obligations of Borrower to the Obligations shall be construed as being for the ratable benefit of each Lender (and, with respect to Lender Hedging Agreement, Affiliates, if applicable). (b) Each Lender authorizes and directs the Administrative Agent to enter into the Collateral Documents on behalf of and for the benefit of the Lenders (and, with respect to Lender Hedging Agreements, Affiliates, if applicable)(or if previously entered into, hereby ratifies the Administrative Agent’s 's previously entering into such agreements and Collateral Documents). (c) Except EXCEPT to the extent unanimity (or other percentage set forth in Section SECTION 10.1) is required hereunder, each Lender agrees that any action taken by the Required Lenders in accordance with the provisions of the Loan Documents, and the exercise by the Required Lenders of the power set forth herein or therein, together TOGETHER with such other powers as are reasonably incidental thereto, shall be authorized and binding upon all of the Lenders. (d) The Administrative Agent is hereby authorized on behalf of the Lenders, without the necessity of any notice to or further consent from any Lender, from time to time to take any action with respect to any Collateral or Collateral Documents which may be necessary to perfect and maintain perfected the Liens upon the Collateral granted pursuant to the Collateral Documents. (e) The Administrative Agent shall have no obligation whatsoever to any Lender or to any other Person to assure that the Collateral exists or is owned by any Obligor or is cared for, protected, or insured or has been encumbered or that the Liens granted to the Administrative Agent herein or pursuant thereto have been properly or sufficiently or lawfully created, perfected, protected, or enforced, or are entitled to any particular priority, or to exercise at all or in any particular manner or under any duty of care, disclosure, or fidelity, or to continue exercising, any of the Rights granted or available to the Administrative Agent in this Section SECTION 9.03 or in any of the Collateral Documents; it being understood and agreed that in respect of the Collateral, or any act, omission, or event related thereto, the Administrative Agent may act in any manner it may deem appropriate, in its sole discretion, given the Administrative Agent’s 's own interest in the Collateral as one of the Lenders and that the Administrative Agent shall have no duty or liability whatsoever to any Lender, other than to act without gross negligence or willful misconduct. (f) The Lenders hereby irrevocably authorize the Administrative Agent, at its option and in its discretion, to release any Lien granted to or held by the Administrative Agent upon any Collateral: (i) constituting property in which no Obligor owned an interest at the time the Lien was granted or at any time thereafter; (ii) constituting property leased to an Obligor under a lease which has expired or been terminated in a transaction permitted under the Loan Document or is about to expire and which has not been, and is not intended by such Obligor to be, renewed; and (iii) consisting of an instrument evidencing Indebtedness pledged to the Administrative Agent (for the benefit of the Lenders), if the Indebtedness evidenced thereby has been paid in full. In addition, the Lenders irrevocably authorize the Administrative Agent to release Liens upon Collateral as contemplated in Section 10.01(cSECTION 10.01(C) or (dD), or if approved, authorized, or ratified in writing by the requisite Lenders. Upon request by the Administrative Agent at any time, the Lenders will confirm in writing the Administrative Agent’s 's authority to release particular types or items of Collateral pursuant to this Section SECTION 9.03. (g) In furtherance of the authorizations set forth in this Section SECTION 9.03, each Lender hereby irrevocably appoints the Administrative Agent its attorney-in-fact, with full power of substitution, for and on behalf of and in the name of each such Lender (i) to enter into Collateral Documents (including, without limitation, any appointments of substitute trustees under any Collateral Documents), (ii) to take action with respect to the Collateral and Collateral Documents to perfect, maintain, and preserve Lenders’ ' Liens, and (iii) to execute instruments of release or to take other action necessary to release Liens upon any Collateral to the extent authorized in paragraph (f) hereof. This power of attorney shall be liberally, not restrictively, construed so as to give the greatest latitude to the Administrative Agent’s 's power, as attorney, relative to the Collateral matters described in this Section 9.03. The powers and authorities herein conferred on the Administrative Agent may be exercised by the Administrative Agent through any Person who, at the time of the execution of a particular instrument, is an officer of the Administrative Agent (or any Person acting on behalf of the Administrative Agent pursuant to a valid power of attorney). The power of attorney conferred by this Section 9.03(g) to the Administrative Agent is granted for valuable consideration and is coupled with an interest and is irrevocable so long as the Obligations, or any part thereof, shall remain unpaid or the Lenders are obligated to make any Borrowings under the Loan DocumentsSECTION 9.

Default; Collateral. (a) Upon the occurrence and continuance of a Default or Event of Default, the Lenders agree to promptly confer in order that Required the Majority Lenders or the Lenders, as the case may be, may agree upon a course of action for the enforcement of the rights of the Lenders; and the Administrative Agent shall be entitled to refrain from taking any action (without incurring any liability to any Person for so refraining) unless and until the Administrative Agent shall have received instructions from Required the Majority Lenders or the Lenders, as the case may be. All rights of action under the Loan Documents and all right to the CollateralMortgaged Properties, if any, hereunder may be enforced by the Administrative Agent and any suit or proceeding instituted by the Administrative Agent in furtherance of such enforcement shall be brought in its name as the Administrative Agent without the necessity of joining as plaintiffs or defendants any other Lender, and the recovery of any judgment shall be for the benefit of the Lenders (and, with respect to Lender Hedging AgreementsSecured Swap Agreements and Bank Products, Affiliates, if applicable) subject to the expenses of the Administrative Agent. In actions with respect to any property Property of the Borrower or any other ObligorRestricted Subsidiary, the Administrative Agent is acting for the ratable benefit of each Lender (and, with respect to Lender Hedging AgreementSecured Swap Agreements and Bank Products, Affiliates, if applicable). Any and all agreements to subordinate (whether made heretofore or hereafter) other indebtedness or obligations of Borrower to the Obligations Indebtedness shall be construed as being for the ratable benefit of each Lender (and, with respect to Lender Hedging AgreementSecured Swap Agreements and Bank Products, Affiliates, if applicable). (b) Each Lender authorizes and directs the Administrative Agent to enter into the Collateral Documents Security Instruments on behalf of and for the benefit of the Lenders (and, with respect to Lender Hedging AgreementsSecured Swap Agreements and Bank Products, Affiliates, if applicable)(or if previously entered into, hereby ratifies the Administrative Agent’s (or any predecessor administrative agent’s) previously entering into such agreements and Collateral DocumentsSecurity Instruments). (c) Except to the extent unanimity (or other percentage set forth in Section 10.112.02) is required hereunder, each Lender agrees that any action taken by the Required Majority Lenders in accordance with the provisions of the Loan Documents, and the exercise by the Required Majority Lenders of the power set forth herein or therein, together with such other powers as are reasonably incidental thereto, shall be authorized and binding upon all of the Lenders. (d) The Administrative Agent is hereby authorized on behalf of the Lenders, without the necessity of any notice to or further consent from any Lender, from time to time to take any action with respect to any Collateral Mortgaged Property or Collateral Documents Security Instruments which may be necessary to perfect and maintain perfected the Liens upon the Collateral Mortgaged Properties granted pursuant to the Collateral DocumentsSecurity Instruments. (e) The Administrative Agent shall not have no any obligation whatsoever to any Lender or to any other Person to assure that the Collateral Mortgaged Property exists or is owned (whether in fee or by any Obligor leasehold) by the Person purporting to own it or is cared for, protected, or insured or has been encumbered or that the Liens granted to the Administrative Agent (or any predecessor administrative agent) herein or pursuant thereto have been properly or sufficiently or lawfully created, perfected, protected, or enforced, or are entitled to any particular priority, or to exercise at all or in any particular manner or under any duty of care, disclosure, or fidelity, or to continue exercising, any of the Rights rights granted or available to the Administrative Agent in this Section 9.03 11.03 or in any of the Collateral DocumentsSecurity Instruments; it being understood and agreed that in respect of the CollateralIT BEING UNDERSTOOD AND AGREED THAT IN RESPECT OF THE MORTGAGED PROPERTY, or any actOR ANY ACT, omissionOMISSION, or event related theretoOR EVENT RELATED THERETO, the Administrative Agent may act in any manner it may deem appropriateTHE ADMINISTRATIVE AGENT MAY ACT IN ANY MANNER IT MAY DEEM APPROPRIATE, in its sole discretionIN ITS SOLE DISCRETION, given the Administrative Agent’s own interest in the Collateral as one of the Lenders and that the Administrative Agent shall have no duty or liability whatsoever to any LenderGIVEN THE ADMINISTRATIVE AGENT’S OWN INTEREST IN THE MORTGAGED PROPERTY AS ONE OF THE LENDERS AND THAT THE ADMINISTRATIVE AGENT SHALL HAVE NO DUTY OR LIABILITY WHATSOEVER TO ANY LENDER (AND, other than to act without gross negligence or willful misconductWITH RESPECT TO SECURED SWAP AGREEMENTS AND BANK PRODUCTS, AFFILIATES), OTHER THAN TO ACT WITHOUT GROSS NEGLIGENCE OR WILLFUL MISCONDUCT. (f) The Lenders hereby irrevocably authorize the Administrative Agent, at its option and in its discretion, to release any Lien granted to or held by the Administrative Agent upon any CollateralMortgaged Property: (iA) constituting property in which no Obligor neither Borrower nor any Restricted Subsidiary owned an interest at the time the Lien was granted or at any time thereafter; (iiB) constituting property leased to an Obligor the Borrower or a Restricted Subsidiary under a lease which has expired or been terminated in a transaction permitted under the Loan Document Documents or is about to expire and which has not been, and is not intended by the Borrower or such Obligor Restricted Subsidiary to be, renewed; and or (iiiC) consisting of an instrument or other possessory collateral evidencing Indebtedness Debt or other obligations pledged to the Administrative Agent (for the benefit of the Lenders), if the Indebtedness Debt or obligations evidenced thereby has been paid in fullfull or otherwise superseded. In addition, the Lenders irrevocably authorize the Administrative Agent to release Liens upon Collateral Mortgaged Property as contemplated herein and in Section 10.01(c) or (d)the other Loan Documents, or if approved, authorized, or ratified in writing by the requisite Lenders. Upon request by the Administrative Agent at any time, the Lenders will confirm in writing the Administrative Agent’s authority to release particular types or items of Collateral Mortgaged Property pursuant to this Section 9.0311.03. (g) In furtherance of the authorizations set forth in this Section 9.0311.03, each Lender hereby irrevocably appoints the Administrative Agent its attorney-in-fact, with full power of substitution, for and on behalf of and in the name of each such Lender (i) to enter into Collateral Documents Security Instruments (including, without limitation, any appointments of substitute trustees under any Collateral DocumentsSecurity Instruments), (ii) to take action with respect to the Collateral Mortgaged Property and Collateral Documents Security Instruments to perfect, maintain, and preserve the Lenders’ Liens, and (iii) to execute instruments of release or to take other action necessary to release Liens upon any Collateral Mortgaged Property to the extent authorized herein or in paragraph (f) hereofthe other Loan Documents. This power of attorney shall be liberally, not restrictively, construed so as to give the greatest latitude to the Administrative Agent’s power, as attorney, relative to the Collateral Mortgaged Property matters described in this Section 9.0311.03. The powers and authorities herein conferred on the Administrative Agent may be exercised by the Administrative Agent through any Person who, at the time of the execution of a particular instrument, is an officer of the Administrative Agent (or any Person acting on behalf of the Administrative Agent pursuant to a valid power of attorney). The power of attorney conferred by this Section 9.03(g11.03(g) to the Administrative Agent is granted for valuable consideration and is coupled with an interest and is irrevocable so long as the ObligationsIndebtedness, or any part thereof, shall remain unpaid or the Lenders are obligated to make any Borrowings Loan or issue any Letter of Credit under the Loan Documents.

Default; Collateral. (a) Upon the occurrence and continuance of a Default or Event of Default, the Lenders agree to promptly confer in order that Required Lenders or the Lenders, as the case may be, may agree upon a course of action for the enforcement of the rights of the Lenders; and the Administrative Agent shall be entitled to refrain from taking any action (without incurring any liability to any Person for so refraining) unless and until the Administrative Agent shall have received instructions from Required Lenders or the Lenders, as the case may be. All rights of action under the Loan Documents and all right to the Collateral, if any, hereunder may be enforced by the Administrative Agent and/or Collateral Agent and any suit or proceeding instituted by the Administrative Agent and/or Collateral Agent in furtherance of such enforcement shall be brought in its name as the Administrative Agent or Collateral Agent without the necessity of joining as plaintiffs or defendants any other Lender, and the recovery of any judgment shall be for the benefit of the Lenders (and, with respect to Lender Hedging AgreementsAgreements and Banking Services, Affiliates, if applicable) subject to the expenses of the Administrative Agent and Collateral Agent. In actions with respect to any property of the Borrower or any other ObligorLoan Party, the Administrative Agent and/or Collateral Agent is acting for the ratable benefit of each Lender (and, with respect to Lender Hedging Agreement, Agreement and Banking Services Affiliates, if applicable). Any and all agreements to subordinate (whether made heretofore or hereafter) other indebtedness or obligations of Borrower to the Obligations shall be construed as being for the ratable benefit of each Lender (and, with respect to Lender Hedging AgreementAgreement and Banking Services, Affiliates, if applicable). (b) Each Lender authorizes and directs the Administrative Agent and Collateral Agent to enter into the Collateral Documents on behalf of and for the benefit of the Lenders (and, with respect to Lender Hedging AgreementsAgreements and Banking Services, Affiliates, if applicable)(or if previously entered into, hereby ratifies the Administrative Agent’s and Collateral Agent’s previously entering into such agreements and Collateral Documents). (c) Except to the extent unanimity (or other percentage set forth in Section 10.1) is required hereunder, each Lender agrees that any action taken by the requisite Required Lenders, Required Term Lenders and/or Required Revolver Lenders in accordance with the provisions of the Loan Documents, and the exercise by the requisite Required Lenders, Required Term Lenders and/or Required Revolver Lenders of the power set forth herein or therein, together with such other powers as are reasonably incidental thereto, shall be authorized and binding upon all of the Lenders, Term Lenders and Revolver Lenders, respectively. (d) The Administrative Agent is and Collateral Agent are hereby authorized on behalf of the Lenders, without the necessity of any notice to or further consent from any Lender, from time to time to take any action with respect to any Collateral or Collateral Documents which may be necessary to perfect and maintain perfected the Liens upon the Collateral granted pursuant to the Collateral Documents. (e) The Neither the Administrative Agent nor the Collateral Agent shall have no any obligation whatsoever to any Lender or to any other Person to assure that the Collateral exists or is owned by any Obligor Loan Party or is cared for, protected, or insured or has been encumbered or that the Liens granted to the Administrative Agent and/or Collateral Agent herein or pursuant thereto have been properly or sufficiently or lawfully created, perfected, protected, or enforced, or are entitled to any particular priority, or to exercise at all or in any particular manner or under any duty of care, disclosure, or fidelity, or to continue exercising, any of the Rights granted or available to the Administrative Agent and/or Collateral Agent in this Section 9.03 or in any of the Collateral Documents; it being understood and agreed that in respect of the CollateralIT BEING UNDERSTOOD AND AGREED THAT IN RESPECT OF THE COLLATERAL, or any actOR ANY ACT, omissionOMISSION, or event related theretoOR EVENT RELATED THERETO, the Administrative Agent may act in any manner it may deem appropriateTHE ADMINISTRATIVE AGENT AND/OR COLLATERAL AGENT MAY ACT IN ANY MANNER IT MAY DEEM APPROPRIATE, in its sole discretionIN ITS SOLE DISCRETION, given the Administrative Agent’s own interest in the Collateral as one of the Lenders and that the Administrative Agent shall have no duty or liability whatsoever to any LenderGIVEN THE ADMINISTRATIVE AGENT’S (OR COLLATERAL AGENT’S) OWN INTEREST IN THE COLLATERAL AS ONE OF THE LENDERS AND THAT NEITHER THE ADMINISTRATIVE AGENT OR COLLATERAL AGENT SHALL HAVE ANY DUTY OR LIABILITY WHATSOEVER TO ANY LENDER (AND, other than to act without gross negligence or willful misconductWITH RESPECT TO LENDER HEDGING AGREEMENTS AND BANKING SERVICES, AFFILIATES), OTHER THAN TO ACT WITHOUT GROSS NEGLIGENCE OR WILLFUL MISCONDUCT. (f) The Lenders hereby irrevocably authorize the Administrative Agent and Collateral Agent, at its option and in its discretion, to release any Lien granted to or held by the Administrative Agent and/or Collateral Agent upon any Collateral: (i) constituting property in which no Obligor Loan Party owned an interest at the time the Lien was granted or at any time thereafter; (ii) constituting property leased to an Obligor a Loan Party under a lease which has expired or been terminated in a transaction permitted under the Loan Document or is about to expire and which has not been, and is not intended by such Obligor Loan Party to be, renewed; and (iii) consisting of an instrument evidencing Indebtedness pledged to the Administrative Agent and/or Collateral Agent (for the benefit of the LendersSecured Parties), if the Indebtedness evidenced thereby has been paid in full. In addition, the Lenders irrevocably authorize the Administrative Agent and/or Collateral Agent to release Liens upon Collateral as contemplated in Section 10.01(c) or (d), or if approved, authorized, or ratified in writing by the requisite Lenders. Upon request by the Administrative Agent or Collateral Agent at any time, the Lenders will confirm in writing the Administrative Agents and Collateral Agent’s authority to release particular types or items of Collateral pursuant to this Section 9.03. (g) In furtherance of the authorizations set forth in this Section 9.03, each Lender hereby irrevocably appoints the Administrative Agent and Collateral Agent its attorney-in-fact, with full power of substitution, for and on behalf of and in the name of each such Lender (i) to enter into Collateral Documents (including, without limitation, any appointments of substitute trustees under any Collateral Documents), (ii) to take action with respect to the Collateral and Collateral Documents to perfect, maintain, and preserve Lenders’ Liens, and (iii) to execute instruments of release or to take other action necessary to release Liens upon any Collateral to the extent authorized in paragraph (f) hereof. This power of attorney shall be liberally, not restrictively, construed so as to give the greatest latitude to the Administrative Agent’s and/or Collateral Agent’s power, as attorney, relative to the Collateral matters described in this Section 9.03. The powers and authorities herein conferred on the Administrative Agent and Collateral Agent may be exercised by the Administrative Agent (or Collateral Agent) through any Person who, at the time of the execution of a particular instrument, is an officer of the Administrative Agent or Collateral Agent (or any Person acting on behalf of the Administrative Agent or Collateral Agent pursuant to a valid power of attorney). The power of attorney conferred by this Section 9.03(g) to the Administrative Agent and Collateral Agent is granted for valuable consideration and is coupled with an interest and is irrevocable so long as the Obligations, or any part thereof, shall remain unpaid or the Lenders are obligated to make any Borrowings under the Loan Documents.

Default; Collateral. (a) Upon the occurrence and continuance of a Default or Event of Default, the Lenders agree to promptly confer in order that Required Lenders or the Lenders, as the case may be, may agree upon a course of action for the enforcement of the rights Rights of the Lenders; and the Administrative Agent shall be entitled to refrain from taking any action (without incurring any liability to any Person for so refraining) unless and until the Administrative Agent shall have received instructions from Required Lenders. All rights Rights of action under the Loan Documents and all right Rights to the Collateral, if any, hereunder may be enforced by the Administrative Agent and any suit or proceeding instituted by the Administrative Agent in furtherance of such enforcement shall be brought in its name as the Administrative Agent without the necessity of joining as plaintiffs or defendants any other Lender, and the recovery of any judgment shall be for the benefit of the Lenders (and, with respect to Lender Hedging Agreements, Affiliates, if applicable) subject to the expenses of the Administrative Agent. In actions with respect to any property of the Borrower or any other ObligorBorrower, the Administrative Agent is acting for the ratable benefit of each Lender (and, with respect to Lender Hedging Agreement, Affiliates, if applicable)Lender. Any and all agreements to subordinate (whether made heretofore or hereafter) other indebtedness or obligations of Borrower to the Obligations Obligation shall be construed as being for the ratable benefit of each Lender (and, with respect to Lender Hedging Agreement, Affiliates, if applicable)Lender. (b) Each Lender authorizes and directs the Administrative Agent to enter into the Collateral Documents on behalf of and for the benefit of the Lenders (and, with respect to Lender Hedging Agreements, Affiliates, if applicable)(or if previously entered into, hereby ratifies the Administrative Agent’s previously entering into such agreements and Collateral Documents). (c) Except Lenders. EXCEPT to the extent unanimity (or other percentage set forth in Section 10.1) is required hereunder, each Lender agrees that any action taken by the Required Lenders in accordance with the provisions of the Loan Documents, and the exercise by the Required Lenders of the power powers set forth herein or therein, together with TOGETHER WITH such other powers as are reasonably incidental thereto, shall be authorized and binding upon all of the Lenders. (dc) The Administrative Agent is hereby authorized on behalf of all of the Lenders, without the necessity of any notice to or further consent from any Lender, from time to time to take any action with respect to any Collateral or Collateral Documents which may be necessary to perfect and maintain perfected the Liens upon the Collateral granted pursuant to the Collateral Documents. (ed) The Administrative Agent shall have no obligation whatsoever to any Lender or to any other Person to assure that the Collateral exists or is owned by any Obligor Loan Party or is cared for, protected, or insured or has been encumbered or that the Liens granted to the Administrative Agent herein or pursuant thereto hereto have been properly or sufficiently or lawfully created, perfected, protected, or enforced, or are entitled to any particular priority, or to exercise at all or in any particular manner or under any duty of care, disclosure, or fidelity, or to continue exercising, any of the Rights granted or available to the Administrative Agent in this Section 9.03 SECTION 12.6 or in any of the Collateral Documents; it being understood IT BEING UNDERSTOOD and agreed that in respect of the Collateral, or any act, omission, or event related thereto, the Administrative Agent may act in any manner it may deem appropriate, in its sole discretion, given the Administrative Agent’s 's own interest in the Collateral as one of the Lenders and that the Administrative Agent shall have no duty or liability whatsoever to any Lender, other than OTHER THAN to act without gross negligence or willful misconduct. (fe) The Lenders hereby irrevocably authorize the Administrative Agent, at its option and in its discretion, to release any Lien granted to or held by the Administrative Agent upon any Collateral: (i) upon termination of the Total Commitment and payment and satisfaction of the Obligation; (ii) constituting property in which no Obligor Loan Party owned an interest at the time the Lien was granted or at any time thereafter; (iiiii) constituting property leased to an Obligor a Loan Party under a lease which has expired or been terminated in a transaction permitted under the Loan Document or is about to expire and which has not been, and is not intended by such Obligor Loan Party to be, renewed; and (iiiiv) consisting of an instrument evidencing Indebtedness Debt pledged to the Administrative Agent (for the benefit of the Lenders), if the Indebtedness Debt evidenced thereby has been paid in full. In addition; (v) upon the sale, transfer, or disposition of Collateral which is expressly permitted pursuant to the Lenders irrevocably authorize the Administrative Agent to release Liens upon Collateral Loan Documents, including, without limitation, under SECTION 9.22; (vi) as contemplated in Section 10.01(c) SECTION 6.5, or (d), or vii) if approved, authorized, or ratified in writing by the requisite all necessary Lenders. Upon request by the Administrative Agent at any time, the Lenders will confirm in writing the Administrative Agent’s 's authority to release particular types or items of Collateral pursuant to this Section 9.03SECTION 12.6. (gf) In furtherance of the authorizations set forth in this Section 9.03SECTION 12.6, each Lender hereby irrevocably appoints the Administrative Agent its attorney-in-fact, with full power of substitution, for and on behalf of and in the name of each such Lender Lender, (i) to enter into Collateral Documents (including, without limitation, any appointments of substitute trustees under any Collateral DocumentsDocument), (ii) to take action with respect to the Collateral and Collateral Documents to perfect, maintain, and preserve Lenders’ Lender's Liens, and (iii) to execute instruments of release or to take other action necessary to release Liens upon any Collateral to the extent authorized in paragraph PARAGRAPH (fe) hereof. This power of attorney shall be liberally, not restrictively, construed so as to give the greatest latitude to the Administrative Agent’s 's power, as attorney, relative to the Collateral matters described in this Section 9.03. The powers and authorities herein conferred on the Administrative Agent may be exercised by the Administrative Agent through any Person who, at the time of the execution of a particular instrument, is an officer of the Administrative Agent (or any Person acting on behalf of the Administrative Agent pursuant to a valid power of attorney). The power of attorney conferred by this Section 9.03(g) to the Administrative Agent is granted for valuable consideration and is coupled with an interest and is irrevocable so long as the Obligations, or any part thereof, shall remain unpaid or the Lenders are obligated to make any Borrowings under the Loan DocumentsSECTION 12.

Default; Collateral. (a) Upon the occurrence and continuance of a Default or Event of Default, the Lenders agree to promptly confer in order that Required Lenders or the Lenders, as the case may be, may agree upon a course of action for the enforcement of the rights of the Lenders; and the Administrative Agent shall be entitled to refrain from taking any action (without incurring any liability to any Person for so refraining) unless UNLESS and until the Administrative Agent shall have received instructions from Required Lenders. All rights of action under the Loan Documents and all right to the Collateral, if any, hereunder may be enforced by the Administrative Agent and any suit or proceeding instituted by the Administrative Agent in furtherance of such enforcement shall be brought in its name as the Administrative Agent without the necessity of joining as plaintiffs or defendants any other Lender, and the recovery of any judgment shall be for the benefit of the Lenders (and, with respect to Lender Hedging Agreements, Affiliates, if applicable) subject to the expenses of the Administrative Agent. In actions with respect to any property of the Borrower or any other Obligor, the Administrative Agent is acting for the ratable benefit of each Lender (and, with respect to Lender Hedging Agreement, Affiliates, if applicable). Any and all agreements to subordinate (whether made heretofore or hereafter) other indebtedness or obligations of Borrower to the Obligations Obligation shall be construed as being for the ratable benefit of each Lender (and, with respect to Lender Hedging Agreement, Affiliates, if applicable). (b) Each Lender authorizes and directs the Administrative Agent to enter into the Collateral Documents on behalf of and for the benefit of the Lenders (and, with respect to Lender Hedging AgreementsAgreement, Affiliates, if applicable)(or if previously entered into, hereby ratifies the Administrative Agent’s previously entering into such agreements and Collateral Documentsapplicable). (c) Except . EXCEPT to the extent unanimity (or other percentage set forth in Section SECTION 10.1) is required hereunder, each Lender agrees that any action taken by the Required Lenders in accordance with the provisions of the Loan Documents, and the exercise by the Required Lenders of the power set forth herein or therein, together with TOGETHER WITH such other powers as are reasonably incidental thereto, shall be authorized and binding upon all of the Lenders. (dc) The Administrative Agent is hereby authorized on behalf of all of the Lenders, without the necessity of any notice to or further consent from any Lender, from time to time to take any action with respect to any Collateral or Collateral Documents which may be necessary to perfect and maintain perfected the Liens upon the Collateral collateral granted pursuant to the Collateral Documents. (ed) The Administrative Agent shall have no obligation whatsoever to any Lender or to any other Person to assure that the Collateral exists or is owned by any Obligor or is cared for, protected, or insured or has been encumbered or that the Liens granted to the Administrative Agent herein or pursuant thereto have been properly or sufficiently or lawfully created, perfected, protected, or enforced, or are entitled to any particular priority, or to exercise at all or in any particular manner or under any duty of care, disclosure, or fidelity, or to continue exercising, any of the Rights granted or available to the Administrative Agent in this Section 9.03 SECTION 9.8 or in any of the Collateral Documents; it being understood IT BEING UNDERSTOOD and agreed that in respect of the Collateral, or any act, omission, or event related thereto, the Administrative Agent may any act in any manner it may deem appropriate, in its sole discretion, given the Administrative Agent’s 's own interest in the Collateral as one of the Lenders and that the Administrative Agent shall have no duty or liability whatsoever to any Lender, other than OTHER THAN to act without gross negligence or willful misconduct. (fe) The Lenders hereby irrevocably authorize the Administrative Agent, at its option and in its discretion, to release any Lien granted to or held by the Administrative Agent upon any Collateral: (i) constituting property in which no Obligor owned an interest at the time the Lien was granted or at any time thereafter; (ii) constituting property leased to an Obligor under a lease which has expired or been terminated in a transaction permitted under the Loan Document or is about to expire and which has not been, and is not intended by such Obligor to be, renewed; and (iii) consisting of an instrument evidencing Indebtedness pledged to the Administrative Agent (for the 76 benefit of the Lenders), if the Indebtedness evidenced thereby has been paid in full. In addition, the Lenders irrevocably authorize the Administrative Agent to release Liens upon Collateral collateral as contemplated in Section 10.01(cSECTION 10.1(b), (c) or (d), or if approved, authorized, or ratified in writing by the requisite Lenders. Upon request by the Administrative Agent at any time, the Lenders will confirm in writing the Administrative Agent’s 's authority to release particular types or items of Collateral pursuant to this Section 9.03SECTION 9.8. (gf) In furtherance of the authorizations set forth in this Section 9.03SECTION 9.8, each Lender hereby irrevocably appoints the Administrative Agent its attorney-in-fact, with full power of substitution, for and on behalf of and in the name of each such Lender Lender, (i) to enter into Collateral Documents (including, without limitation, any appointments of substitute trustees under any Collateral Documents), (ii) to take action with respect to the Collateral and Collateral Documents to perfect, maintain, and preserve Lenders’ ' Liens, and (iii) to execute instruments of release or to take other action necessary to release Liens upon any Collateral to the extent authorized in paragraph (fe) hereof. This power of attorney shall be liberally, not restrictively, construed so as to give the greatest latitude to the Administrative Agent’s 's power, as attorney, relative to the Collateral matters described in this Section 9.03SECTION 9.8. The powers and authorities herein conferred on the Administrative Agent may be exercised by the Administrative Agent through any Person who, at the time of the execution of a particular instrument, is an officer of the Administrative Agent (or any Person acting on behalf of the Administrative Agent pursuant to a valid power of attorney)Agent. The power of attorney conferred by this Section 9.03(gSECTION 9.8(f) to the Administrative Agent is granted for valuable consideration and is coupled with an interest and is irrevocable so long LONG as the Obligations, or any part thereof, shall remain unpaid or the Lenders are obligated to make any Borrowings under the Loan Documents.

Default; Collateral. (a) Upon the occurrence and continuance of a Default or Event of Default, the Lenders agree to promptly confer in order that the Required Lenders or the Lenders, as the case may be, may agree upon a course of action for the enforcement of the rights of the Lenders; and the Administrative Agent Agents shall be entitled to refrain from taking any action (without incurring any liability to any Person for so refraining) unless and until the Administrative such Agent shall have received instructions from the Required Lenders or the Lenders, as the case may be. All rights of action under the Loan Documents and all right to the CollateralMortgaged Properties, if any, hereunder may be enforced by the Administrative Agent Agents and any suit or proceeding instituted by the Administrative Agent Agents in furtherance of such enforcement shall be brought in its name as the Administrative either Agent without the necessity of joining as plaintiffs or defendants any other Lender, and the recovery of any judgment shall be for the benefit of the Lenders (and, with respect to Lender Hedging Agreements, Affiliates, if applicable) subject to the expenses of the Administrative AgentAgents. In actions with respect to any property Property of the Borrower or any other ObligorRestricted Subsidiary, the Administrative Agent is Agents are acting for the ratable benefit of each Lender (and, with respect to Lender Hedging Agreement, Affiliates, if applicable)Lender. Any and all agreements to subordinate (whether made heretofore or hereafter) other indebtedness or obligations of Borrower to the Obligations Indebtedness shall be construed as being for the ratable benefit of each Lender (and, with respect to Lender Hedging Agreement, Affiliates, if applicable)Lender. (b) Each Lender authorizes and directs the Administrative Collateral Agent to enter into the Collateral Documents Security Instruments on behalf of and for the benefit of the Lenders (and, with respect to Lender Hedging Agreements, Affiliates, if applicable)(or or if previously entered into, hereby ratifies the Administrative Collateral Agent’s (or any predecessor administrative agent’s) previously entering into such agreements and Collateral DocumentsSecurity Instruments). (c) Except to the extent unanimity (or other percentage set forth in Section 10.112.02) is required hereunder, each Lender agrees that any action taken by the Required Lenders in accordance with the provisions of the Loan Documents, and the exercise by the Required Lenders of the power set forth herein or therein, together with such other powers as are reasonably incidental thereto, shall be authorized and binding upon all of the Lenders. (d) The Administrative Collateral Agent is hereby authorized on behalf of the Lenders, without the necessity of any notice to or further consent from any Lender, from time to time to take any action with respect to any Collateral Mortgaged Property or Collateral Documents Security Instruments which may be necessary to perfect and maintain perfected the Liens upon the Collateral Mortgaged Properties granted pursuant to the Collateral Documents. (e) The Administrative Security Instruments. Neither Agent shall have no any obligation whatsoever to any Lender or to any other Person to assure that the Collateral Mortgaged Property exists or is owned (whether in fee or by any Obligor leasehold) by the Person purporting to own it or is cared for, protected, or insured or has been encumbered or that the Liens granted to the Administrative Collateral Agent (or any predecessor administrative agent) herein or pursuant thereto have been properly or sufficiently or lawfully created, perfected, protected, or enforced, or are entitled to any particular priority, or to exercise at all or in any particular manner or under any duty of care, disclosure, or fidelity, or to continue exercising, any of the Rights rights granted or available to the Administrative Agent in this Section 9.03 11.03 or in any of the Collateral DocumentsSecurity Instruments; it being understood and agreed that in respect of the CollateralIT BEING UNDERSTOOD AND AGREED THAT IN RESPECT OF THE MORTGAGED PROPERTY, or any actOR ANY ACT, omissionOMISSION, or event related theretoOR EVENT RELATED THERETO, the Administrative Agent may act in any manner it may deem appropriateTHE AGENTS MAY ACT IN ANY MANNER IT MAY DEEM APPROPRIATE, in its sole discretionIN ITS SOLE DISCRETION, given the Administrative Agent’s own interest in the Collateral as one of the Lenders and that the Administrative Agent shall have no duty or liability whatsoever to any LenderGIVEN SUCH AGENT’S OWN INTEREST IN THE MORTGAGED PROPERTY AS ONE OF THE LENDERS AND THAT NEITHER AGENT SHALL HAVE ANY DUTY OR LIABILITY WHATSOEVER TO ANY LENDER, other than to act without gross negligence or willful misconductOTHER THAN TO ACT WITHOUT GROSS NEGLIGENCE OR WILLFUL MISCONDUCT AS DETERMINED BY A FINAL, NONAPPEALABLE JUDGMENT OF A COURT OF COMPETENT JURISDICTION. (fe) The Lenders hereby irrevocably authorize the Administrative AgentAgents, at its option and in its discretion, to release any Lien granted to or held by the Administrative Agent Agents upon any CollateralMortgaged Property: (i) constituting property in which no Obligor neither Borrower nor any Restricted Subsidiary owned an interest at the time the Lien was granted or at any time thereafter; (ii) constituting property leased to an Obligor the Borrower or a Restricted Subsidiary under a lease which has expired or been terminated in a transaction permitted under the Loan Document Documents or is about to expire and which has not been, and is not intended by the Borrower or such Obligor Restricted Subsidiary to be, renewed; and or (iii) consisting of an instrument or other possessory collateral evidencing Indebtedness Debt or other obligations pledged to the Administrative either Agent (for the benefit of the Lenders), if the Indebtedness Debt or obligations evidenced thereby has been paid in fullfull or otherwise superseded. In addition, the Lenders irrevocably authorize the Administrative Agent Agents to release Liens upon Collateral Mortgaged Property as contemplated herein and in Section 10.01(c) or (d)the other Loan Documents, or if approved, authorized, or ratified in writing by the requisite Lenders. Upon request by the Administrative either Agent at any time, the Lenders will confirm in writing the Administrative such Agent’s authority to release particular types or items of Collateral Mortgaged Property pursuant to this Section 9.0311.03. (gf) In furtherance of the authorizations set forth in this Section 9.0311.03, each Lender hereby irrevocably appoints the Administrative each Agent as its attorney-in-fact, with full power of substitution, for and on behalf of and in the name of each such Lender (i) to enter into Collateral Documents Security Instruments (including, without limitation, any appointments of substitute trustees under any Collateral DocumentsSecurity Instruments), (ii) to take action with respect to the Collateral Mortgaged Property and Collateral Documents Security Instruments to perfect, maintain, and preserve the Lenders’ Liens, and (iii) to execute instruments of release or to take other action necessary to release Liens upon any Collateral Mortgaged Property to the extent authorized herein or in paragraph (f) hereofthe other Loan Documents. This power of attorney shall be liberally, not restrictively, construed so as to give the greatest latitude to the Administrative each Agent’s power, as attorney, relative to the Collateral Mortgaged Property matters described in this Section 9.0311.03. The powers and authorities herein conferred on the Administrative each Agent may be exercised by the Administrative such Agent through any Person who, at the time of the execution of a particular instrument, is an officer of the Administrative such Agent (or any Person acting on behalf of the Administrative such Agent pursuant to a valid power of attorney). The power of attorney conferred by this Section 9.03(g11.03(f) to the Administrative Agent Agents is granted for valuable consideration and is coupled with an interest and is irrevocable so long as the ObligationsIndebtedness, or any part thereof, shall remain unpaid or the Lenders are obligated to make any Borrowings under the Loan Documentsunpaid.

Default; Collateral. (a) Upon the occurrence and continuance of a Default or Event of Default, the Lenders agree to promptly confer in order that Required Lenders or the Lenders, as the case may be, may agree upon a course of action for the enforcement of the rights of the Lenders; and the Administrative Agent shall be entitled to refrain from taking any action (without incurring any liability to any Person for so refraining) unless and until the Administrative Agent shall have received instructions from Required Lenders. All rights of action under the Loan Documents and all right to the Collateral, if any, hereunder may be enforced by the Administrative Agent (or Collateral Agent) and any suit or proceeding instituted by the Administrative Agent (or Collateral Agent) in furtherance of such enforcement shall be brought in its name as the Administrative Agent (or Collateral Agent) without the necessity of joining as plaintiffs or defendants any other Lender, and the recovery of any judgment shall be for the benefit of the Lenders (and, with respect to Lender Hedging Agreements, Affiliates, if applicable) subject to the expenses of the Administrative Agent and Collateral Agent. In actions with respect to any property of the Borrower or any other Obligor, the Administrative Agent (and the Collateral Agent) is acting for the ratable benefit of each Lender (and, with respect to Lender Hedging Agreement, Affiliates, if applicable). Any and all agreements to subordinate (whether made heretofore or hereafter) other indebtedness or obligations of Borrower to the Obligations shall be construed as being for the ratable benefit of each Lender (and, with respect to Lender Hedging Agreement, Affiliates, if applicable). (b) Each Lender authorizes and directs the Administrative Agent and the Collateral Agent to enter into the Collateral Documents on behalf of and for the benefit of the Lenders (and, with respect to Lender Hedging Agreements, Affiliates, if applicable)(or if previously entered into, hereby ratifies the Administrative Agent’s and Collateral Agent’s previously entering into such agreements and Collateral Documents). (c) Except to the extent unanimity (or other percentage set forth in Section 10.1) is required hereunder, each Lender agrees that any action taken by the Required Lenders in accordance with the provisions of the Loan Documents, and the exercise by the Required Lenders of the power set forth herein or therein, together with such other powers as are reasonably incidental thereto, shall be authorized and binding upon all of the Lenders. (d) The Administrative Agent is and Collateral Agent are each hereby authorized on behalf of the Lenders, without the necessity of any notice to or further consent from any Lender, from time to time to take any action with respect to any Collateral or Collateral Documents which may be necessary to perfect and maintain perfected the Liens upon the Collateral granted pursuant to the Collateral Documents. (e) The Neither the Administrative Agent nor the Collateral Agent shall have no any obligation whatsoever to any Lender or to any other Person to assure that the Collateral exists or is owned by any Obligor or is cared for, protected, or insured or has been encumbered or that the Liens granted to the Administrative Agent and/or Collateral Agent herein or pursuant thereto have been properly or sufficiently or lawfully created, perfected, protected, or enforced, or are entitled to any particular priority, or to exercise at all or in any particular manner or under any duty of care, disclosure, or fidelity, or to continue exercising, any of the Rights granted or available to the Administrative Agent or Collateral Agent in this Section 9.03 or in any of the Collateral Documents; it being understood and agreed that in respect of the Collateral, or any act, omission, or event related thereto, the Administrative Agent may act in any manner it may deem appropriate, in its sole discretion, given the Administrative Agent’s own interest in the Collateral as one of the Lenders and that the Administrative Agent shall have no duty or liability whatsoever to any Lender, other than to act without gross negligence or willful misconductmisconduct and the same shall apply to the Collateral Agent so long as the Administrative Agent is also the Collateral Agent. (f) The Lenders hereby irrevocably authorize the Administrative Agent and/or Collateral Agent, at its option and in its discretion, to release any Lien granted to or held by the Administrative Agent or Collateral Agent upon any Collateral: (i) constituting property in which no Obligor owned an interest at the time the Lien was granted or at any time thereafter; (ii) constituting property leased or granted to an Obligor under a lease lease, easement or right-of-way which has expired or been terminated in a transaction permitted under the Loan Document or is about to expire and which has not been, and is not intended by such Obligor to be, renewed; and (iii) consisting of an instrument evidencing Indebtedness pledged to the Administrative Agent or Collateral Agent (for the benefit of the Lenders), if the Indebtedness evidenced thereby has been paid in full. In addition, the Lenders irrevocably authorize the Administrative Agent and Collateral Agent to release Liens upon Collateral as contemplated in Section 10.01(c) or (d), or if approved, authorized, or ratified in writing by the requisite Lenders. , Upon request by the Administrative Agent (or Collateral Agent) at any time, the Lenders will confirm in writing the Administrative Agent’s (or Collateral Agent’s) authority to release particular types or items of Collateral pursuant to this Section 9.03. (g) In furtherance of the authorizations set forth in this Section 9.03, each Lender hereby irrevocably appoints the Administrative Agent and Collateral Agent its attorney-in-fact, with full power of substitution, for and on behalf of and in the name of each such Lender (i) to enter into Collateral Documents (including, without limitation, any appointments of substitute trustees under any Collateral Documents), (ii) to take action with respect to the Collateral and Collateral Documents to perfect, maintain, and preserve Lenders’ Liens, and (iii) to execute instruments of release or to take other action necessary to release Liens upon any Collateral to the extent authorized in paragraph (f) hereof. This power of attorney shall be liberally, not restrictively, construed so as to give the greatest latitude to the Administrative Agent’s and the Collateral Agent’s power, as attorney, relative to the Collateral matters described in this Section 9.03. The powers and authorities herein conferred on the Administrative Agent and Collateral Agent may be exercised by the Administrative Agent or Collateral Agent through any Person who, at the time of the execution of a particular instrument, is an officer of the Administrative Agent or Collateral Agent (or any Person acting on behalf of the Administrative Agent or Collateral Agent pursuant to a valid power of attorney). The power of attorney conferred by this Section 9.03(g) to the Administrative Agent and Collateral Agent is granted for valuable consideration and is coupled with an interest and is irrevocable so long as the Obligations, or any part thereof, shall remain unpaid or the Lenders are obligated to make have any Borrowings under the Loan DocumentsRevolving Commitment hereunder.

Default; Collateral. (a) Upon the occurrence and continuance of a Default or Event of Default, the Lenders agree to promptly confer in order that Required Majority Lenders or the all Lenders, as the case may be, may agree upon a course of action for the enforcement of the rights of the Lenders; and the Administrative Agent shall be entitled to refrain from taking any action (without incurring any liability to any Person for so refraining) unless and until the Administrative Agent shall have received instructions from Required Majority Lenders or all Lenders, as the case may be. All rights of action under the Loan Credit Documents and all right to the Collateral, if any, hereunder may be enforced by the Administrative Agent and any suit or proceeding instituted by the Administrative Agent in 3rd Amended/Restated Credit Agreement furtherance of such enforcement shall be brought in its name as the Administrative Agent without the necessity of joining as plaintiffs or defendants any other Lender, and the recovery of any judgment shall be for the benefit of the Lenders (and, with respect to Lender Hedging Agreements, Affiliatesthe counterparties thereto and, if applicablewith respect to Banking Services, Affiliates of Lenders) subject to the expenses of the Administrative Agent. In actions with respect to any property of the Borrower or any other Obligorthe Parent, the Administrative Agent is acting for the ratable benefit of each Lender (and, with respect to Lender Hedging AgreementAgreements, Affiliatesthe counterparties thereto and, if applicablewith respect to Banking Services, Affiliates of Lenders). Any and all agreements to subordinate (whether made heretofore or hereafter) other indebtedness or obligations of Borrower to the Obligations shall be construed as being for the ratable benefit of each Lender (and, with respect to Lender Hedging AgreementAgreements, Affiliatesthe counterparties thereto and, if applicablewith respect to Banking Services, Affiliates of Lenders). (b) Each Lender authorizes and directs the Administrative Agent to enter into the Collateral Security Documents on behalf of and for the benefit of the Lenders (and, with respect to Lender Hedging Agreements, Affiliatesthe counterparties thereto and, if applicable)(or with respect to Banking Services, Affiliates of Lenders) (or if previously entered into, hereby ratifies the Administrative Agent’s (or any predecessor administrative agent’s) previously entering into such agreements and Collateral Security Documents). (c) Except to the extent unanimity (or other percentage set forth in Section 10.19.01) is required hereunder, each Lender agrees that any action taken by the Required Majority Lenders in accordance with the provisions of the Loan Credit Documents, and the exercise by the Required Majority Lenders of the power set forth herein or therein, together with such other powers as are reasonably incidental thereto, shall be authorized and binding upon all of the LendersLenders and Affiliates of Lenders (with respect to Banking Service Obligations) and counterparties to Lender Hedging Agreements (with respect to Lender Hedging Agreements). (d) The Administrative Agent is hereby authorized on behalf of the Lenders, without the necessity of any notice to or further consent from any Lender, from time to time to take any action with respect to any Collateral or Collateral Documents Security Documents, if any, which may be necessary to perfect and maintain perfected the Liens upon the Collateral granted pursuant to the Collateral Security Documents. (e) The Administrative Agent shall not have no any obligation whatsoever to any Lender or to any other Person to assure that the Collateral exists or is owned by any Obligor the Person purporting to own it or is cared for, protected, or insured or has been encumbered or that the Liens granted to the Administrative Agent (or any predecessor administrative agent) herein or pursuant thereto have been properly or sufficiently or lawfully created, perfected, protected, or enforced, or are entitled to any particular priority, or to exercise at all or in any particular manner or under any duty of care, disclosure, or fidelity, or to continue exercising, any of the Rights rights granted or available to the Administrative Agent in this Section 9.03 8.03 or in any of the Collateral Security Documents; it being understood and agreed that in respect of the CollateralIT BEING UNDERSTOOD AND AGREED THAT IN RESPECT OF THE COLLATERAL, or any actOR ANY ACT, omissionOMISSION, or event related theretoOR EVENT RELATED THERETO, the Administrative Agent may act in any manner it may deem appropriateTHE ADMINISTRATIVE AGENT MAY ACT IN ANY MANNER IT MAY DEEM APPROPRIATE, in its sole discretionIN ITS SOLE DISCRETION, given the Administrative Agent’s own interest in the Collateral as one of the Lenders and that the Administrative Agent shall have no duty or liability whatsoever to any LenderGIVEN THE ADMINISTRATIVE AGENT’S OWN INTEREST IN THE COLLATERAL AS ONE OF THE LENDERS AND THAT THE ADMINISTRATIVE AGENT SHALL HAVE NO DUTY OR LIABILITY WHATSOEVER TO ANY LENDER (AND, other than to act without gross negligence or willful misconduct.WITH RESPECT TO LENDER HEDGING AGREEMENTS, THE COUNTERPARTIES THERETO AND, WITH RESPECT TO BANKING SERVICES, AFFILIATES OF LENDERS), OTHER THAN TO ACT WITHOUT GROSS NEGLIGENCE, BAD FAITH, OR WILLFUL MISCONDUCT. 3rd Amended/Restated Credit Agreement (f) The Lenders hereby irrevocably authorize the Administrative Agent, at its option and in its discretion, to (i) deliver instruments of assurance confirming the non-existence of any Lien under the Credit Documents with respect to assets of a Person described in Section 5.11 that are excluded from the Collateral and (ii) release any Lien granted to or held by the Administrative Agent upon any Collateral: (iA) constituting property Property in which no Obligor neither Borrower nor any of its Subsidiaries owned an interest at the time the Lien was granted or at any time thereafter; (iiB) constituting property Property leased to an Obligor the Borrower or a Subsidiary of the Borrower under a lease which has expired or been terminated in a transaction permitted under the Loan Document Credit Documents or is about to expire and which has not been, and is not intended by the Borrower or such Obligor Subsidiary to be, renewed; and (iiiC) consisting of an instrument or other possessory collateral evidencing Indebtedness Debt or other obligations pledged to the Administrative Agent (for the benefit of the Lenders), if the Indebtedness Debt or obligations evidenced thereby has been paid in fullfull or otherwise superseded; (D) Property permitted to be sold pursuant to Section 6.04; (E) Property permitted to be invested pursuant to Section 6.06; (F) upon the Investment Grade Date; or (G) upon termination of the Commitments and payment in full of the Obligations (other than the Unliquidated Obligations). In addition, the Lenders irrevocably authorize the Administrative Agent to release Liens upon Collateral as contemplated herein or in Section 10.01(c) or (d)any other Credit Document, or if approved, authorized, or ratified in writing by the requisite Lenders. Upon request by the Administrative Agent at any time, the Lenders will confirm in writing the Administrative Agent’s authority to release particular types or items of Collateral pursuant to this Section 9.038.03. (g) In furtherance of the authorizations set forth in this Section 9.038.03, each Lender hereby irrevocably appoints the Administrative Agent its attorney-in-fact, with full power of substitution, for and on behalf of and in the name of each such Lender (i) to enter into Collateral Security Documents (including, without limitation, any appointments of substitute trustees under any Collateral Security Documents), (ii) to take action with respect to the Collateral and Collateral Documents Security Documents, if any, to perfect, maintain, and preserve Lenders’ Liens, and (iii) to execute instruments of release or to take other action necessary to release Liens upon any Collateral to the extent authorized in paragraph (f) hereof. This power of attorney shall be liberally, not restrictively, construed so as to give the greatest latitude to the Administrative Agent’s power, as attorney-in-fact, relative to the Collateral matters described in this Section 9.038.03. The powers and authorities herein conferred on the Administrative Agent may be exercised by the Administrative Agent through any Person who, at the time of the execution of a particular instrument, is an officer of the Administrative Agent (or any Person acting on behalf of the Administrative Agent pursuant to a valid power of attorney). The power of attorney conferred by this Section 9.03(g8.03(g) to the Administrative Agent is granted for valuable consideration and is coupled with an interest and is irrevocable so long as the Obligations, or any part thereof, shall remain unpaid or the Lenders are obligated to make any Borrowings Advance or issue any Letter of Credit under the Loan Credit Documents.

Default; Collateral. (a) Upon the occurrence and continuance of a Default or Event of Default, the Lenders agree to promptly confer in order that Required the Majority Lenders or the Lenders, as the case may be, may agree upon a course of action for the enforcement of the rights of the Lenders; and the Administrative Agent shall be entitled to refrain from taking any action (without incurring any liability to any Person for so refraining) unless and until the Administrative Agent shall have received instructions from Required the Majority Lenders or the Lenders, as the case may be. All rights of action under the Loan Documents and all right to the Collateral, if any, hereunder may be enforced by the Administrative Agent and any suit or proceeding instituted by the Administrative Agent in furtherance of such enforcement shall be brought in its name as the Administrative Agent without the necessity of joining as plaintiffs or defendants any other Lender, and the recovery of any judgment shall be for the benefit of the Lenders (and, with respect to Lender Hedging the Secured Swap Agreements, Affiliatesthe Administrative Agent and Affiliates of the Lender or of the Administrative Agent, if applicable) subject to the expenses of the Administrative Agent. In actions with respect to any property Property of the Borrower Parent or any other ObligorRestricted Subsidiary, the Administrative Agent is acting for the ratable benefit of each Lender (and, with respect to Lender Hedging Agreement, Affiliates, if applicable)Lender. Any and all agreements to subordinate (whether made heretofore or hereafter) other indebtedness or obligations of Borrower the Loan Parties to the Obligations Indebtedness shall be construed as being for the ratable benefit of each Lender (and, with respect to the Secured Swap Agreements, the Administrative Agent and Affiliates of the Lender Hedging Agreement, Affiliatesor of the Administrative Agent, if applicable). (b) Each Lender authorizes and directs the Administrative Agent to enter into the Collateral Documents Security Instruments on behalf of and for the benefit of the Lenders (and, with respect to Lender Hedging Agreements, Affiliates, if applicable)(or or if previously entered into, hereby ratifies the Administrative Agent’s (or any predecessor administrative agent’s) previously entering into such agreements and Collateral DocumentsSecurity Instruments). (c) Except to the extent unanimity (or other percentage set forth in Section 10.112.02) is required hereunder, each Lender agrees that any action taken by the Required Majority Lenders in accordance with the provisions of the Loan Documents, and the exercise by the Required Majority Lenders of the power set forth herein or therein, together with such other powers as are reasonably incidental thereto, shall be authorized by and binding upon all of the Lenders. (d) The Administrative Agent is hereby authorized on behalf of the LendersLenders (and, with respect to the Secured Swap Agreements, the Administrative Agent and Affiliates of the Lender or of the Administrative Agent, if applicable), without the necessity of any notice to or further consent from any Lender, from time to time to take any action with respect to any Collateral or Collateral Documents Security Instruments which may be necessary to create, perfect and maintain perfected the Liens upon the Collateral granted pursuant to the Collateral DocumentsSecurity Instruments. (e) The Administrative Agent shall not have no any obligation whatsoever to any Lender or to any other Person to assure that the Collateral exists or is owned (whether in fee or by any Obligor leasehold) by the Person purporting to own it or is cared for, protected, or insured or has been encumbered or that the Liens granted to the Administrative Agent (or any predecessor administrative agent) herein or pursuant thereto to the Security Instruments have been properly or sufficiently or lawfully created, perfected, protected, or enforced, or are entitled to any particular priority, or to exercise at all or in any particular manner or under any duty of care, disclosure, or fidelity, or to continue exercising, any of the Rights rights granted or available to the Administrative Agent in this Section 9.03 11.03 or in any of the Collateral DocumentsSecurity Instruments; it being understood and agreed that in respect of the CollateralIT BEING UNDERSTOOD AND AGREED THAT IN RESPECT OF THE COLLATERAL, or any actOR ANY ACT, omissionOMISSION, or event related theretoOR EVENT RELATED THERETO, the Administrative Agent may act in any manner it may deem appropriateTHE ADMINISTRATIVE AGENT MAY ACT IN ANY MANNER IT MAY DEEM APPROPRIATE, in its sole discretionIN ITS SOLE DISCRETION, given the Administrative Agent’s own interest in the Collateral as one of the Lenders and that the Administrative Agent shall have no duty or liability whatsoever to any LenderAND THAT THE ADMINISTRATIVE AGENT SHALL HAVE NO DUTY OR LIABILITY WHATSOEVER WITH RESPECT TO ANY COLLATERAL OR THE SECURITY INSTRUMENTS TO ANY LENDER (AND, other than to act without gross negligence or willful misconductWITH RESPECT TO THE SECURED SWAP AGREEMENTS, THE ADMINISTRATIVE AGENT AND AFFILIATES OF THE LENDER OR OF THE ADMINISTRATIVE AGENT, IF APPLICABLE), IN THE ABSENCE OF ITS OWN GROSS NEGLIGENCE OR WILLFUL MISCONDUCT AS DETERMINED BY A COURT OF COMPETENT JURISDICTION IN A FINAL AND NON-APPEALABLE JUDGMENT. (f) The Lenders hereby irrevocably authorize the Administrative Agent, at its option and in its discretion, to release any Lien granted to or held by the Administrative Agent upon any Collateral: : (i) upon the payment in full of the Indebtedness (other than inchoate or contingent or reimbursable obligations for which no claim has been asserted); (ii) constituting property being sold or disposed of to a Person that is not a Loan Party if any Loan Party certifies in a certificate of a Responsible Officer of such Loan Party to the Administrative Agent that the sale or disposition is permitted under this Agreement (and the Administrative Agent may rely conclusively on any such certificate, without further inquiry); (iii) constituting “Excluded Property” as defined in the Security Agreement; (iv) constituting property in which no Obligor neither the Parent nor any Restricted Subsidiary owned an interest at the time the Lien was granted or at any time thereafter; (iiv) constituting property leased to an Obligor the Parent or a Restricted Subsidiary under a lease which has expired or been terminated in a transaction permitted under the Loan Document Documents or is about to expire and which has not been, and is not intended by the Parent or such Obligor Restricted Subsidiary to be, renewed; and or (iiivi) consisting of an instrument or other possessory collateral evidencing Indebtedness Debt or other obligations pledged to the Administrative Agent (for the benefit of the LendersSecured Creditors), if the Indebtedness Debt or obligations evidenced thereby has been paid in fullfull or otherwise superseded. In addition, the Lenders irrevocably authorize the Administrative Agent to release Liens upon Collateral as contemplated herein and in Section 10.01(c) or (d)the other Loan Documents, or if approved, authorized, or ratified in writing by the requisite Lenders. Upon request by the Administrative Agent at any time, the Lenders will confirm in writing the Administrative Agent’s authority to release particular types or items of Collateral pursuant to this Section 9.0311.03. (g) The Lenders hereby irrevocably authorize the Administrative Agent, at its option, and in its sole discretion, to release any Guarantor (other than the Parent) from its obligations under this Agreement if such Person ceases to be a Material Subsidiary or becomes an Unrestricted Subsidiary as a result of a designation permitted pursuant to Section 9.19. (h) In furtherance of the authorizations set forth in this Section 9.0311.03, each Lender (and, with respect to the Secured Swap Agreements, the Administrative Agent and Affiliates of the Lender or of the Administrative Agent, if applicable) hereby irrevocably appoints the Administrative Agent as its attorney-in-fact, with full power of substitution, for and on behalf of and in the name of each such Lender (i) to enter into Collateral Documents Security Instruments (including, without limitation, any appointments of substitute trustees under any Collateral DocumentsSecurity Instruments), (ii) to take action with respect to the Collateral and Collateral Documents Security Instruments to create, perfect, maintain, and preserve the Lenders’ LiensLiens therein, and (iii) to execute instruments of release or to take other action necessary to release Liens upon any Collateral or to release Guarantors to the extent authorized herein or in paragraph (f) hereofthe other Loan Documents. This power of attorney shall be liberally, not restrictively, construed so as to give the greatest latitude to the Administrative Agent’s power, as attorney, relative to the guarantee and Collateral matters described in this Section 9.0311.03. The powers and authorities herein conferred on the Administrative Agent may be exercised by the Administrative Agent through any Person who, at the time of the execution of a particular instrument, is an officer of the Administrative Agent (or any Person acting on behalf of the Administrative Agent pursuant to a valid power of attorney). The power of attorney conferred by this Section 9.03(g11.03(h) to the Administrative Agent is granted for valuable consideration and is coupled with an interest and is irrevocable (subject to Section 11.01) so long as the ObligationsIndebtedness, or any part thereof, shall remain unpaid or the Lenders are obligated to make any Borrowings Loan under the Loan Documents.

Default; Collateral. (a) Upon the occurrence and continuance of a Default or Event of Default, the Lenders agree to promptly confer in order that Required Lenders or the Lenders, as the case may be, may agree upon a course of action for the enforcement of the rights of the Lenders; and the Administrative Collateral Agent shall be entitled to refrain from taking any action (without incurring any liability to any Person for so refraining) unless and until the Administrative Collateral Agent shall have received instructions from Required Lendersa Notifying Hedge Provider pursuant to Section 8.2. All rights of action under the Loan Hedging Facility Documents and all right to the Collateral, if any, Mortgaged Properties hereunder may be enforced by the Administrative Collateral Agent and any suit or proceeding instituted by the Administrative Collateral Agent in furtherance of such enforcement shall be brought in its name as the Administrative Collateral Agent without the necessity of joining as plaintiffs or defendants any other LenderHedge Provider, and the recovery of any judgment shall be for the benefit of the Lenders (and, with respect to Lender Hedging Agreements, Affiliates, if applicable) Hedge Providers subject to the expenses of the Administrative Collateral Agent. In actions with respect to any property Property of the Borrower or any other Obligor, the Administrative Collateral Agent is acting for the ratable benefit of each Lender (and, with respect to Lender Hedging Agreement, Affiliates, if applicable). Any and all agreements to subordinate (whether made heretofore or hereafter) other indebtedness or obligations of Borrower to the Obligations shall be construed as being for the ratable benefit of each Lender (and, with respect to Lender Hedging Agreement, Affiliates, if applicable)Hedge Provider. (b) Each Lender Hedge Provider authorizes and directs the Administrative Collateral Agent to enter into the Collateral Security Documents and the Intercreditor Agreement on behalf of and for the benefit of the Lenders Hedge Providers (and, with respect to Lender Hedging Agreements, Affiliates, if applicable)(or or if previously entered into, hereby ratifies the Administrative Collateral Agent’s previously entering into such agreements and Collateral Security Documents). (c) Except to the extent unanimity (or other percentage set forth in Section 10.1) is required hereunder, each Lender Hedge Provider agrees that any action taken by the Required Lenders a Hedge Provider Majority in accordance with the provisions of the Loan Hedging Facility Documents, and the exercise by the Required Lenders a Hedge Provider Majority of the power set forth herein or therein, together with such other powers as are reasonably incidental thereto, shall be authorized and binding upon all of the LendersHedge Providers. (d) The Administrative Collateral Agent is hereby authorized on behalf of the LendersHedge Providers, without the necessity of any notice to or further consent from any LenderHedge Provider, from time to time to take any action with respect to any Collateral Mortgaged Property or Collateral Documents Security Document which may be necessary to perfect and maintain perfected the Liens upon the Collateral Mortgaged Properties granted pursuant to the Collateral DocumentsSecurity Document. (e) The Administrative Collateral Agent shall not have no any obligation whatsoever to any Lender Hedge Provider or to any other Person to assure that the Collateral Mortgaged Property exists or is owned (whether in fee or by any Obligor leasehold) by the Person purporting to own it or is cared for, protected, or insured or has been encumbered or that the Liens granted to the Administrative Collateral Agent (or any predecessor collateral agent) herein or pursuant thereto have been properly or sufficiently or lawfully created, perfected, protected, or enforced, or are entitled to any particular priority, or to exercise at all or in any particular manner or under any duty of care, disclosure, or fidelity, or to continue exercising, any of the Rights rights granted or available to the Administrative Collateral Agent in this Section 9.03 9.3 or in any of the Collateral DocumentsSecurity Document; it being understood and agreed that in respect of the CollateralIT BEING UNDERSTOOD AND AGREED THAT IN RESPECT OF THE MORTGAGED PROPERTIES, or any actOR ANY ACT, omissionOMISSION, or event related theretoOR EVENT RELATED THERETO, the Administrative Agent may act in any manner it may deem appropriateTHE COLLATERAL AGENT MAY ACT IN ANY MANNER IT MAY DEEM APPROPRIATE, in its sole discretionIN ITS SOLE DISCRETION, given the Administrative Agent’s own interest in the Collateral as one of the Lenders and that the Administrative Agent shall have no duty or liability whatsoever to any LenderGIVEN THE COLLATERAL AGENT’S OWN INTEREST IN THE MORTGAGED PROPERTIES AS ONE OF THE HEDGE PROVIDERS AND THAT THE COLLATERAL AGENT SHALL HAVE NO DUTY OR LIABILITY WHATSOEVER TO ANY HEDGE PROVIDER, other than to act without gross negligence or willful misconductOTHER THAN TO ACT WITHOUT GROSS NEGLIGENCE OR WILLFUL MISCONDUCT. (f) The Lenders Hedge Providers hereby irrevocably authorize the Administrative Collateral Agent, at its option and in its discretion, to release any Lien granted to or held by the Administrative Collateral Agent upon any CollateralMortgaged Property: (i) constituting property in which no Obligor Participating Partnership owned an interest at the time the Lien was granted or at any time thereafter; (ii) constituting property leased to an Obligor a Participating Partnership under a lease which has expired or been terminated in a transaction permitted under the Loan Document this Agreement or is about to expire and which has not been, and is not intended by such Obligor Participating Partnership to be, renewed; and or (iii) consisting of an instrument or other possessory collateral evidencing Indebtedness Debt or other obligations pledged to the Administrative Collateral Agent (for the benefit of the LendersSecured Parties), if the Indebtedness Debt or obligations evidenced thereby has been paid in fullfull or otherwise superseded. In addition, the Lenders Hedge Providers irrevocably authorize the Administrative Collateral Agent to release Liens upon Collateral Mortgaged Property as contemplated herein, in Section 10.01(c) or (d)the Intercreditor Agreement and in the other Hedging Facility Documents, or if approved, authorized, or ratified in writing by the requisite Lendersa Hedge Provider Majority. Upon request by the Administrative Collateral Agent at any time, the Lenders Hedge Providers will confirm in writing the Administrative Collateral Agent’s authority to release particular types or items of Collateral Mortgaged Property pursuant to this Section 9.039.3. (g) In furtherance of the authorizations set forth in this Section 9.039.3, each Lender Hedge Provider hereby irrevocably appoints the Administrative Collateral Agent its attorney-in-fact, with full power of substitution, for and on behalf of and in the name of each such Lender Hedge Provider (i) to enter into Collateral Security Documents (including, without limitation, any appointments of substitute trustees under any Collateral Security Documents), (ii) to take action with respect to the Collateral Mortgaged Properties and Collateral Security Documents to perfect, maintain, and preserve Lendersthe Hedge Providers’ Liens, and (iii) to execute instruments of release or to take other action necessary to release Liens upon any Collateral Mortgaged Property to the extent authorized herein or in paragraph (f) hereofthe other Hedging Facility Documents. This power of attorney shall be liberally, not restrictively, construed so as to give the greatest latitude to the Administrative Collateral Agent’s power, as attorney, relative to the Collateral Mortgaged Property matters described in this Section 9.039.3. The powers and authorities herein conferred on the Administrative Collateral Agent may be exercised by the Administrative Collateral Agent through any Person who, at the time of the execution of a particular instrument, is an officer of the Administrative Collateral Agent (or any Person acting on behalf of the Administrative Collateral Agent pursuant to a valid power of attorney). The power of attorney conferred by this Section 9.03(g9.3(g) to the Administrative Collateral Agent is granted for valuable consideration and is coupled with an interest and is irrevocable so long as the Secured Obligations, or any part thereof, shall remain unpaid or the Lenders are obligated to make any Borrowings under the Loan Documentsunpaid.

Default; Collateral. (a) Upon the occurrence and continuance of a Default or Event of Default, the Lenders agree to promptly confer in order that Required Lenders or the Lenders, as the case may be, may agree upon a course of action for the enforcement of the rights of the Lenders; and the Administrative Agent shall be entitled to refrain from taking any action (without incurring any liability to any Person for so refraining) unless and until the Administrative Agent shall have received instructions from Required Lenders. All rights of action under the Loan Documents and all right to the Collateral, if any, hereunder may be enforced by the Administrative Agent (or Collateral Agent) and any suit or proceeding instituted by the Administrative Agent (or Collateral Agent) in furtherance of such enforcement shall be brought in its name as the Administrative Agent (or Collateral Agent) without the necessity of joining as plaintiffs or defendants any other Lender, and the recovery of any judgment shall be for the benefit of the Lenders (and, with respect to Lender Hedging Agreements, Affiliates, if applicable) subject to the expenses of the Administrative Agent and Collateral Agent. In actions with respect to any property of the Borrower or any other Obligor, the Administrative Agent (and the Collateral Agent) is acting for the ratable benefit of each Lender (and, with respect to Lender Hedging Agreement, Affiliates, if applicable). Any and all agreements to subordinate (whether made heretofore or hereafter) other indebtedness or obligations of Borrower to the Obligations shall be construed as being for the ratable benefit of each Lender (and, with respect to Lender Hedging Agreement, Affiliates, if applicable). (b) Each Lender authorizes and directs the Administrative Agent and the Collateral Agent to enter into the Collateral Documents on behalf of and for the benefit of the Lenders (and, with respect to Lender Hedging Agreements, Affiliates, if applicable)(or if previously entered into, hereby ratifies the Administrative Agent’s and Collateral Agent’s previously entering into such agreements and Collateral Documents). (c) Except to the extent unanimity (or other percentage set forth in Section 10.110.01) is required hereunder, each Lender agrees that any action taken by the Required Lenders in accordance with the provisions of the Loan Documents, and the exercise by the Required Lenders of the power set forth herein or therein, together with such other powers as are reasonably incidental thereto, shall be authorized and binding upon all of the Lenders. (d) The Administrative Agent is and Collateral Agent are each hereby authorized on behalf of the Lenders, without the necessity of any notice to or further consent from any Lender, from time to time to take any action with respect to any Collateral or Collateral Documents which may be necessary to perfect and maintain perfected the Liens upon the Collateral granted pursuant to the Collateral Documents. (e) The Neither the Administrative Agent nor the Collateral Agent shall have no any obligation whatsoever to any Lender or to any other Person to assure that the Collateral exists or is owned by any Obligor or is cared for, protected, or insured or has been encumbered or that the Liens granted to the Administrative Agent and/or Collateral Agent herein or pursuant thereto have been properly or sufficiently or lawfully created, perfected, protected, or enforced, or are entitled to any particular priority, or to exercise at all or in any particular manner or under any duty of care, disclosure, or fidelity, or to continue exercising, any of the Rights granted or available to the Administrative Agent or Collateral Agent in this Section 9.03 or in any of the Collateral Documents; it being understood and agreed that in respect of the Collateral, or any act, omission, or event related thereto, the Administrative Agent may act in any manner it may deem appropriate, in its sole discretion, given the Administrative Agent’s own interest in the Collateral as one of the Lenders and that the Administrative Agent shall have no duty or liability whatsoever to any Lender, other than to act without gross negligence or willful misconductmisconduct and the same shall apply to the Collateral Agent so long as the Administrative Agent is also the Collateral Agent. (f) The Lenders hereby irrevocably authorize the Administrative Agent and/or Collateral Agent, at its option and in its discretion, to release any Lien granted to or held by the Administrative Agent or Collateral Agent upon any Collateral: (i) constituting property in which no Obligor owned an interest at the time the Lien was granted or at any time thereafter; (ii) constituting property leased or granted to an Obligor under a lease lease, easement or right-of-way which has expired or been terminated in a transaction permitted under the Loan Document or is about to expire and which has not been, and is not intended by such Obligor to be, renewed; and (iii) consisting of an instrument evidencing Indebtedness pledged to the Administrative Agent or Collateral Agent (for the benefit of the Lenders), if the Indebtedness evidenced thereby has been paid in full. In addition, the Lenders irrevocably authorize the Administrative Agent and Collateral Agent to release Liens upon Collateral as contemplated in Section 10.01(c) or (d), or if approved, authorized, or ratified in writing by the requisite Lenders. Upon request by the Administrative Agent (or Collateral Agent) at any time, the Lenders will confirm in writing the Administrative Agent’s (or Collateral Agent’s) authority to release particular types or items of Collateral pursuant to this Section 9.03. (g) In furtherance of the authorizations set forth in this Section 9.03, each Lender hereby irrevocably appoints the Administrative Agent and Collateral Agent its attorney-in-fact, with full power of substitution, for and on behalf of and in the name of each such Lender (i) to enter into Collateral Documents (including, without limitation, any appointments of substitute trustees under any Collateral Documents), (ii) to take action with respect to the Collateral and Collateral Documents to perfect, maintain, and preserve Lenders’ Liens, and (iii) to execute instruments of release or to take other action necessary to release Liens upon any Collateral to the extent authorized in paragraph (f) hereof. This power of attorney shall be liberally, not restrictively, construed so as to give the greatest latitude to the Administrative Agent’s and the Collateral Agent’s power, as attorney, relative to the Collateral matters described in this Section 9.03. The powers and authorities herein conferred on the Administrative Agent and Collateral Agent may be exercised by the Administrative Agent or Collateral Agent through any Person who, at the time of the execution of a particular instrument, is an officer of the Administrative Agent or Collateral Agent (or any Person acting on behalf of the Administrative Agent or Collateral Agent pursuant to a valid power of attorney). The power of attorney conferred by this Section 9.03(g) to the Administrative Agent and Collateral Agent is granted for valuable consideration and is coupled with an interest and is irrevocable so long as the Obligations, or any part thereof, shall remain unpaid or the Lenders are obligated to make have any Borrowings under the Term Loan DocumentsCommitment hereunder.

Default; Collateral. (a) Upon the occurrence and continuance of a Default or Event of Default, the Lenders agree to promptly confer in order that Required the Majority Lenders or the Lenders, as the case may be, may agree upon a course of action for the enforcement of the rights of the Lenders; and the Administrative Agent shall be entitled to refrain from taking any action (without incurring any liability to any Person for so refraining) unless and until the Administrative Agent shall have received instructions from Required the Majority Lenders or the Lenders, as the case may be. All rights of action under the Loan Documents and all right to the Collateral, if any, hereunder may be enforced by the Administrative Agent and any suit or proceeding instituted by the Administrative Agent in furtherance of such enforcement shall be brought in its name as the Administrative Agent without the necessity of joining as plaintiffs or defendants any other Lender, and the recovery of any judgment shall be for the benefit of the Lenders (and, with respect to Lender Hedging AgreementsSecured Swap Agreements and Bank Products, Affiliates, if applicable) subject to the expenses of the Administrative Agent. In actions with respect to any property Property of the Borrower or any other ObligorRestricted Subsidiary, the Administrative Agent is acting for the ratable benefit of each Lender (and, with respect to Lender Hedging AgreementSecured Swap Agreements and Bank Products, Affiliates, if applicable). Any and all agreements to subordinate (whether made heretofore or hereafter) other indebtedness or obligations of Borrower to the Obligations Indebtedness shall be construed as being for the ratable benefit of each Lender (and, with respect to Lender Hedging AgreementSecured Swap Agreements and Bank Products, Affiliates, if applicable). (b) Each Lender authorizes and directs the Administrative Agent to enter into the Collateral Documents Security Instruments on behalf of and for the benefit of the Lenders (and, with respect to Lender Hedging AgreementsSecured Swap Agreements and Bank Products, Affiliates, if applicable)(or if previously entered into, hereby ratifies the Administrative Agent’s (or any predecessor administrative agent’s) previously entering into such agreements and Collateral DocumentsSecurity Instruments). (c) Except to the extent unanimity (or other percentage set forth in Section 10.112.02) is required hereunder, each Lender agrees that any action taken by the Required Majority Lenders in accordance with the provisions of the Loan Documents, and the exercise by the Required Majority Lenders of the power set forth herein or therein, together with such other powers as are reasonably incidental thereto, shall be authorized and binding upon all of the Lenders. (d) The Administrative Agent is hereby authorized on behalf of the Lenders, without the necessity of any notice to or further consent from any Lender, from time to time to take any action with respect to any Collateral or Collateral Documents Security Instruments which may be necessary to perfect and maintain perfected the Liens upon the Collateral granted pursuant to the Collateral DocumentsSecurity Instruments. (e) The Administrative Agent shall not have no any obligation whatsoever to any Lender or to any other Person to assure that the Collateral exists or is owned (whether in fee or by any Obligor leasehold) by the Person purporting to own it or is cared for, protected, or insured or has been encumbered or that the Liens granted to the Administrative Agent (or any predecessor administrative agent) herein or pursuant thereto have been properly or sufficiently or lawfully created, perfected, protected, or enforced, or are entitled to any particular priority, or to exercise at all or in any particular manner or under any duty of care, disclosure, or fidelity, or to continue exercising, any of the Rights rights granted or available to the Administrative Agent in this Section 9.03 11.03 or in any of the Collateral DocumentsSecurity Instruments; it being understood and agreed that in respect of the CollateralIT BEING UNDERSTOOD AND AGREED THAT IN RESPECT OF THE COLLATERAL, or any actOR ANY ACT, omissionOMISSION, or event related theretoOR EVENT RELATED THERETO, the Administrative Agent may act in any manner it may deem appropriateTHE ADMINISTRATIVE AGENT MAY ACT IN ANY MANNER IT MAY DEEM APPROPRIATE, in its sole discretionIN ITS SOLE DISCRETION, given the Administrative Agent’s own interest in the Collateral as one of the Lenders and that the Administrative Agent shall have no duty or liability whatsoever to any LenderGIVEN THE ADMINISTRATIVE AGENT’S OWN INTEREST IN THE COLLATERAL AS ONE OF THE LENDERS AND THAT THE ADMINISTRATIVE AGENT SHALL HAVE NO DUTY OR LIABILITY WHATSOEVER TO ANY LENDER (AND, other than to act without gross negligence or willful misconductWITH RESPECT TO SECURED SWAP AGREEMENTS AND BANK PRODUCTS, AFFILIATES), OTHER THAN TO ACT WITHOUT GROSS NEGLIGENCE OR WILLFUL MISCONDUCT. (f) The Lenders hereby irrevocably authorize the Administrative Agent, at its option and in its discretion, to release any Lien granted to or held by the Administrative Agent upon any Collateral: (i) upon the payment in full of the Indebtedness (other than inchoate or contingent or reimbursable obligations for which no claim has been asserted); (ii) constituting property being sold or disposed of to a Person that is not a Loan Party if any Loan Party certifies in a certificate of a Responsible Officer of such Loan Party to the Administrative Agent that the sale or disposition is made in compliance with this Agreement (and the Administrative Agent may rely conclusively on any such certificate, without further inquiry); (iii) constituting “Excluded Property” as defined in the Security Agreement; (iv) constituting property in which no Obligor neither Borrower nor any Restricted Subsidiary owned an interest at the time the Lien was granted or at any time thereafter; (iiv) constituting property leased to an Obligor the Borrower or a Restricted Subsidiary under a lease which has expired or been terminated in a transaction permitted under the Loan Document Documents or is about to expire and which has not been, and is not intended by the Borrower or such Obligor Restricted Subsidiary to be, renewed; and or (iiivi) consisting of an instrument or other possessory collateral evidencing Indebtedness Debt or other obligations pledged to the Administrative Agent (for the benefit of the LendersSecured Creditors), if the Indebtedness Debt or obligations evidenced thereby has been paid in fullfull or otherwise superseded. In addition, the Lenders irrevocably authorize the Administrative Agent to release Liens upon Collateral as contemplated herein and in Section 10.01(c) or (d)the other Loan Documents, or if approved, authorized, or ratified in writing by the requisite Lenders. Upon request by the Administrative Agent at any time, the Lenders will confirm in writing the Administrative Agent’s authority to release particular types or items of Collateral pursuant to this Section 9.0311.03. (g) In furtherance of the authorizations set forth in this Section 9.0311.03, each Lender hereby irrevocably appoints the Administrative Agent as its attorney-in-fact, with full power of substitution, for and on behalf of and in the name of each such Lender (i) to enter into Collateral Documents Security Instruments (including, without limitation, any appointments of substitute trustees under any Collateral DocumentsSecurity Instruments), (ii) to take action with respect to the Collateral and Collateral Documents Security Instruments to perfect, maintain, and preserve the Lenders’ Liens, and (iii) to execute instruments of release or to take other action necessary to release Liens upon any Collateral to the extent authorized herein or in paragraph (f) hereofthe other Loan Documents. This power of attorney shall be liberally, not restrictively, construed so as to give the greatest latitude to the Administrative Agent’s power, as attorney, relative to the Collateral matters described in this Section 9.0311.03. The powers and authorities herein conferred on the Administrative Agent may be exercised by the Administrative Agent through any Person who, at the time of the execution of a particular instrument, is an officer of the Administrative Agent (or any Person acting on behalf of the Administrative Agent pursuant to a valid power of attorney). The power of attorney conferred by this Section 9.03(g11.03(g) to the Administrative Agent is granted for valuable consideration and is coupled with an interest and is irrevocable so long as the ObligationsIndebtedness, or any part thereof, shall remain unpaid or the Lenders are obligated to make any Borrowings Loan or issue any Letter of Credit under the Loan Documents.

Default; Collateral. (a) Upon the occurrence and continuance of a Default or Event of Default, the Lenders agree to promptly confer in order that Required Lenders or the Lenders, as the case may be, may agree upon a course of action for the enforcement of the rights of the Lenders; and the Administrative Agent Agents shall be entitled to refrain from taking any action (without incurring any liability to any Person for so refraining) unless and until the Administrative Agent Agents shall have received instructions from Required Lenders. All Subject to the Intercreditor Agreement for so long as it is in effect, all rights of action under the Loan Documents and all right to the Collateral, if any, hereunder may be enforced by the Administrative Agent Agents and any suit or proceeding instituted by the Administrative Agent Agents in furtherance of such enforcement shall be brought in its name as the Administrative applicable Agent without the necessity of joining as plaintiffs or defendants any other Lender, and the recovery of any judgment shall be for the benefit of the Lenders (and, with respect to Lender Hedging Agreements, Affiliates, if applicable) subject to the expenses of the Administrative Agentapplicable Agent(s). In actions with respect to any property of the Borrower or any other Obligor, the Administrative Agent is Agents are acting for the ratable benefit of each Lender (and, with respect to Lender Hedging Agreement, Affiliates, if applicable). Any and all agreements to subordinate (whether made heretofore or hereafter) other indebtedness or obligations of Borrower to the Obligations Obligation shall be construed as being for the ratable benefit of each Lender (and, with respect to Lender Hedging Agreement, Affiliates, if applicable). (b) Each Lender authorizes and directs the Administrative Agent to enter into the Collateral Documents on behalf of and for the benefit of the Lenders (and, with respect to Lender Hedging AgreementsAgreement, Affiliates, if applicable)(or if previously entered into, hereby ratifies the Administrative Agent’s previously entering into such agreements and Collateral Documentsapplicable). (c) . Except to the extent unanimity (or other percentage set forth in Section 10.1) is required hereunder, each Lender agrees that any action taken by the Required Lenders in accordance with the provisions of the Loan Documents, and the exercise by the Required Lenders of the power set forth herein or therein, together with such other powers as are reasonably incidental thereto, shall be authorized and binding upon all of the Lenders. (dc) The Administrative Each Agent is hereby authorized on behalf of all of the Lenders, without the necessity of any notice to or further consent from any Lender, from time to time to take any action with respect to any Collateral or Collateral Documents which may be necessary to perfect and maintain perfected the Liens upon the Collateral collateral granted pursuant to the Collateral Documents. (ed) The Administrative Neither Agent shall have no any obligation whatsoever to any Lender or to any other Person to assure that the Collateral exists or is owned by any Obligor or is cared for, protected, or insured or has been encumbered or that the Liens granted to the Administrative either Agent herein or pursuant thereto have been properly or sufficiently or lawfully created, perfected, protected, or enforced, or are entitled to any particular priority, or to exercise at all or in any particular manner or under any duty of care, disclosure, or fidelity, or to continue exercising, any of the Rights granted or available to the Administrative Agent Agents in this Section 9.03 Agreement or in any of the Collateral Documents; it being understood and agreed that in respect of the Collateral, or any act, omission, or event related thereto, subject to the Administrative Intercreditor Agreement, each Agent may act in any manner it may deem appropriate, in its sole discretion, given the Administrative such Agent’s 's own interest in the Collateral as one of the Lenders and that the Administrative such Agent shall have no duty or liability whatsoever to any Lender, other than to act without gross negligence or willful misconduct. (fe) The Lenders hereby irrevocably authorize the Administrative each Agent, at its option and in its discretion, to release any Lien granted to or held by the Administrative such Agent upon any Collateral: (i) constituting property in which no Obligor owned an interest at the time the Lien was granted or at any time thereafter; (ii) constituting property leased to an Obligor under a lease which has expired or been terminated in a transaction permitted under the Loan Document or is about to expire and which has not been, and is not intended by such Obligor to be, renewed; and (iii) consisting of an instrument evidencing Indebtedness pledged to the Administrative such Agent (for the benefit of the Lenders), if the Indebtedness evidenced thereby has been paid in full. In addition, the Lenders irrevocably authorize the Administrative each Agent to release Liens upon Collateral as contemplated in Section 10.01(c10.1(b), (c) or (d)) , or if approved, authorized, or ratified in writing by the requisite Lenders. Upon request by the Administrative an Agent at any time, the Lenders will confirm in writing the Administrative such Agent’s 's authority to release particular types or items of Collateral pursuant to this Section 9.039.8. (gf) In furtherance of the authorizations set forth in this Section 9.039.8, each Lender hereby irrevocably appoints each of the Canadian Administrative Agent and the Administrative Agent Agent, its attorney-in-fact, with full power of substitution, for and on behalf of and in the name of each such Lender Lender, subject to the Intercreditor Agreement (i) to enter into Collateral Documents (including, without limitation, any appointments of substitute trustees under any Collateral Documents), (ii) to take action with respect to the Collateral and Collateral Documents to perfect, maintain, and preserve Lenders’ ' Liens, and (iii) to execute instruments of release or to take other action necessary to release Liens upon any Collateral to the extent authorized in paragraph (fe) hereof. This power of attorney shall be liberally, not restrictively, construed so as to give the greatest latitude to the Administrative each Agent’s 's power, as attorney, relative to the Collateral matters described in this Section 9.039.8. The powers and authorities herein conferred on the Administrative each Agent may be exercised by the Administrative such Agent through any Person who, at the time of the execution of a particular instrument, is an officer of the Administrative Agent (or any Person acting on behalf of the Administrative Agent pursuant to a valid power of attorney)such Agent. The power of attorney conferred by this Section 9.03(g9.8(f) to the Administrative Agent is granted for valuable consideration and is coupled with an interest and is irrevocable so long as the Obligations, or any part thereof, shall remain unpaid or the Lenders are obligated to make any Borrowings under the Loan Documents.

Default; Collateral. (a) Upon the occurrence and continuance of a Default or Event of Default, the Lenders agree to promptly confer in order that Required Lenders or the Lenders, as the case may be, may agree upon a course of action for the enforcement of the rights Rights of the Lenders; and the Administrative Agent shall be entitled to refrain from taking any action (without incurring any liability to any Person for so refraining) unless and until the Administrative Agent shall have received instructions from Required Lenders. All rights Rights of action under the Loan Documents and all right Rights to the Collateral, if any, hereunder may be enforced by the Administrative Agent and any suit or proceeding instituted by the Administrative Agent in furtherance of such enforcement shall be brought in its name as the Administrative Agent without the necessity of joining as plaintiffs or defendants any other Agent or Lender, and the recovery of any judgment shall be for the benefit of the Lenders (and, with respect to Lender Hedging Agreements, Affiliates, if applicable) subject to the expenses of the Administrative Agent. In actions with respect to any property of the Borrower or any other ObligorGuarantor, the Administrative Agent is acting for the ratable benefit of each Lender (and, with respect to Lender Hedging Agreement, Affiliates, if applicable)Lender. Any and all agreements to subordinate (whether made heretofore or hereafter) other indebtedness or obligations of Borrower or Guarantor to the Obligations Obligation shall be construed as being for the ratable benefit of each Lender (and, with respect to Lender Hedging Agreement, Affiliates, if applicable)Lender. (b) Each Lender authorizes and directs the Administrative Agent to enter into the Collateral Documents on behalf of and for the benefit of the Lenders (and, with respect to Lender Hedging Agreements, Affiliates, if applicable)(or if previously entered into, hereby ratifies the Administrative Agent’s previously entering into such agreements and Collateral Documents). (c) Lenders. Except to the extent unanimity (or other percentage set forth in Section 10.1) a supermajority is required hereunder, each Lender agrees that any action taken by the Required Lenders in accordance with the provisions of the Loan Documents, and the exercise by the Required Lenders of the power powers set forth herein or therein, together with such other powers as are reasonably incidental thereto, shall be authorized and binding upon all of the Lenders. (dc) The Administrative Agent is hereby authorized on behalf of all of the Lenders, without the necessity of any notice to or further consent from any Lender, from time to time to take any action with respect to any Collateral or Collateral Documents which may be necessary to perfect and maintain perfected the Liens upon the Collateral granted pursuant to the Collateral Documents. (ed) The Administrative Agent shall have no obligation whatsoever to any Lender or to any other Person to assure that the Collateral exists or is owned by any Obligor Borrower or Guarantor or is cared for, protected, or insured or has been encumbered or that the Liens granted to the Administrative Agent herein or pursuant thereto hereto have been properly or sufficiently or lawfully created, perfected, protected, or enforced, or are entitled to any particular priority, or to exercise at all or in any particular manner or under any duty of care, disclosure, or fidelity, or to continue exercising, any of the Rights granted or available to the Administrative Agent in this Section 9.03 SECTION 12.6 or in any of the Collateral Documents; it being understood and agreed that in respect of the Collateral, or any act, omission, or event related thereto, the Administrative Agent may act in any manner it may deem appropriate, in its sole discretion, given the Administrative Agent’s own interest in the Collateral as one of the Lenders and that the Administrative Agent shall have no Senior Secured Term Loan duty or liability whatsoever to any Lender, other than to act without gross negligence or willful misconduct. (fe) The Lenders hereby irrevocably authorize the Administrative Agent, at its option and in its discretion, to release any Lien granted to or held by the Administrative Agent upon any Collateral: (i) upon payment and satisfaction of the Obligation; (ii) constituting property in which no Obligor owned Borrower did not own an interest at the time the Lien was granted or at any time thereafterthereafter;(iii) upon the sale, transfer, or disposition of Collateral which is expressly permitted pursuant to the Loan Documents; (iiiv) constituting property leased to an Obligor under a lease which has expired or been terminated in a transaction permitted under the Loan Document or is about to expire and which has not been, and is not intended by such Obligor to be, renewed; and (iii) consisting of an instrument evidencing Indebtedness pledged to the Administrative Agent (for the benefit of the Lenders), if the Indebtedness evidenced thereby has been paid in full. In addition, the Lenders irrevocably authorize the Administrative Agent to release Liens upon Collateral as contemplated in Section 10.01(c) SECTION 6.3; or (d), or v) if approved, authorized, or ratified in writing by the requisite all necessary Lenders. Upon request by the Administrative Agent at any time, the Lenders will confirm in writing the Administrative Agent’s 's authority to release particular types or items of Collateral pursuant to this Section 9.03SECTION 12.6. (gf) In furtherance of the authorizations set forth in this Section 9.03SECTION 12.6, each Lender hereby irrevocably appoints the Administrative Agent its attorney-in-fact, with full power of substitution, for and on behalf of and in the name of each such Lender Lender, (i) to enter into Collateral Documents (including, without limitation, any appointments of substitute trustees under any Collateral DocumentsDocument), (ii) to take action with respect to the Collateral and Collateral Documents to perfect, maintain, and preserve Lenders’ Lender's Liens, and (iii) to execute instruments of release or to take other action necessary to release Liens upon any Collateral to the extent authorized in paragraph PARAGRAPH (fe) hereof. This power of attorney shall be liberally, not restrictively, construed so as to give the greatest latitude to the Administrative Agent’s 's power, as attorney, relative to the Collateral matters described in this Section 9.03. The powers and authorities herein conferred on the Administrative Agent may be exercised by the Administrative Agent through any Person who, at the time of the execution of a particular instrument, is an officer of the Administrative Agent (or any Person acting on behalf of the Administrative Agent pursuant to a valid power of attorney). The power of attorney conferred by this Section 9.03(g) to the Administrative Agent is granted for valuable consideration and is coupled with an interest and is irrevocable so long as the Obligations, or any part thereof, shall remain unpaid or the Lenders are obligated to make any Borrowings under the Loan DocumentsSECTION 12.

Default; Collateral. (a) Upon the occurrence and continuance of a Default or an Event of Default, Agent shall make a recommendation to Lenders of any actions to be taken and each of the Lenders agree to promptly confer in order that Required Lenders or the Lenders, as the case may be, may agree upon a can consider such course of action or any other actions to be taken for the enforcement of the rights Rights of the Lenders; and the Administrative provided that Agent shall be entitled (but not obligated) to refrain from taking proceed to take any actions necessary in its reasonable judgment to preserve Rights, pending agreement by Lenders on the course of action to be taken. If the Required Lenders cannot agree on a course of action to be taken within sixty (without incurring any liability to any Person for so refraining60) unless and until the Administrative days following Agent's initial recommendation, Agent shall have received instructions from thereafter take such action as Agent deems advisable to enforce the Rights of Lenders. Any action directed or approved by the Required Lenders. All rights , including without limitation, any exercise of action under the Loan Documents and all right to the Collateral, if any, hereunder may be enforced by the Administrative Agent and any remedies or initiation of suit or proceeding instituted by the Administrative Agent in furtherance of such enforcement other legal proceedings, shall be brought in its name as the Administrative Agent without the necessity of joining as plaintiffs or defendants any other binding upon each Lender, and the recovery of any judgment shall be for the benefit of the Lenders (and, with respect to Lender Hedging Agreements, Affiliates, if applicable) subject to the expenses of the Administrative Agent. In actions with respect to any property of the Borrower or any other ObligorBorrowers, the Administrative Agent is acting for the ratable benefit account of each Lender (and, with respect to Lender Hedging Agreement, Affiliates, if applicable)the extent of each Lender's Loan Percentage. Any and all agreements to subordinate (whether made heretofore or hereafter) other indebtedness or obligations of Borrower Borrowers to the Obligations shall be construed as being for the ratable benefit of each Lender (andto the extent of its respective Loan Percentage. If Agent acquires any security for the Obligations or any guaranty of the Obligations upon or in lieu of foreclosure, with respect to Lender Hedging Agreement, Affiliates, if applicable). (b) Each Lender authorizes and directs the Administrative Agent to enter into the Collateral Documents on behalf of and same shall be held for the benefit of the Lenders (and, with respect to Lender Hedging Agreements, Affiliates, if applicable)(or if previously entered into, hereby ratifies the Administrative Agent’s previously entering into such agreements and Collateral Documents). (c) Except to the extent unanimity (or other percentage set forth in Section 10.1) is required hereunder, each Lender agrees in proportion to such Lender's respective Loan Percentage. Lenders agree, among themselves, that any action taken unless otherwise agreed to by Agent and the Required Lenders in accordance with the provisions of the Loan Documents, and the exercise by the Required Lenders of the power set forth herein or therein, together with such other powers as are reasonably incidental thereto, shall be authorized and binding upon all of the Lenders. (d) The Administrative Agent is hereby authorized on behalf of the Lenders, without the necessity of any notice to all monies collected or further consent from any Lender, from time to time to take any action with respect to any Collateral or Collateral Documents which may be necessary to perfect and maintain perfected the Liens upon the Collateral granted pursuant to the Collateral Documents. (e) The Administrative received by Agent shall have no obligation whatsoever to any Lender or to any other Person to assure that the Collateral exists or is owned by any Obligor or is cared for, protected, or insured or has been encumbered or that the Liens granted to the Administrative Agent herein or pursuant thereto have been properly or sufficiently or lawfully created, perfected, protected, or enforced, or are entitled to any particular priority, or to exercise at all or in any particular manner or under any duty of care, disclosure, or fidelity, or to continue exercising, any of the Rights granted or available to the Administrative Agent in this Section 9.03 or in any of the Collateral Documents; it being understood and agreed that in respect of the Collateral, or any act, omission, or event related thereto, the Administrative Agent may act in any manner it may deem appropriate, in its sole discretion, given the Administrative Agent’s own interest in the Collateral as one security of the Lenders and that the Administrative Agent shall have no duty Credit Facilities, directly or liability whatsoever to any Lenderindirectly, other than to act without gross negligence or willful misconduct. (f) The Lenders hereby irrevocably authorize the Administrative Agent, at its option and in its discretion, to release any Lien granted to or held by the Administrative Agent upon any Collateral: (i) constituting property in which no Obligor owned an interest at the time the Lien was granted or at any time thereafter; (ii) constituting property leased to an Obligor under a lease which has expired or been terminated in a transaction permitted under the Loan Document or is about to expire and which has not been, and is not intended by such Obligor to be, renewed; and (iii) consisting of an instrument evidencing Indebtedness pledged to the Administrative Agent (for the benefit of the Lenders), if the Indebtedness evidenced thereby has been paid in full. In addition, the Lenders irrevocably authorize the Administrative Agent to release Liens upon Collateral as contemplated in Section 10.01(c) or (d), or if approved, authorized, or ratified in writing by the requisite Lenders. Upon request by the Administrative Agent at any time, the Lenders will confirm in writing the Administrative Agent’s authority to release particular types or items of Collateral pursuant to this Section 9.03. (g) In furtherance of the authorizations set forth in this Section 9.03, each Lender hereby irrevocably appoints the Administrative Agent its attorney-in-fact, with full power of substitution, for and on behalf of and in the name of each such Lender (i) to enter into Collateral Documents (including, without limitation, any appointments of substitute trustees under any Collateral Documents), (ii) to take action with respect to the Collateral and Collateral Documents to perfect, maintain, and preserve Lenders’ Liens, and (iii) to execute instruments of release or to take other action necessary to release Liens upon any Collateral to the extent authorized in paragraph (f) hereof. This power of attorney shall be liberally, not restrictively, construed so as to give the greatest latitude to the Administrative Agent’s power, as attorney, relative to the Collateral matters described in this Section 9.03. The powers and authorities herein conferred on the Administrative Agent may be exercised by the Administrative Agent through any Person who, at the time of the execution of a particular instrument, is an officer of the Administrative Agent applied (or any Person acting on behalf of the Administrative Agent pursuant to a valid power of attorney). The power of attorney conferred by this Section 9.03(ga) to the Administrative Fee and all costs of collection or maintenance of the Collateral, and then to interest or principal as recommended by Agent is granted for valuable consideration and is coupled with an approved by the Required Lenders, (b) as to proceeds received by Lenders from the liquidation of any Eligible Investments, and related Approved Loans, included in the Collateral, such proceeds shall be applied first to reduce the Portfolio Facility and then to reduce the Corporate Facility, and (c) to the amounts owed to any Lender under any Interest Hedge Agreement, only after payment in full of the outstanding principal and interest and is irrevocable so long as the Obligations, or any part thereof, shall remain unpaid or the Lenders are obligated to make any Borrowings under the Loan DocumentsCredit Facilities and the Bridge Loan.

Default; Collateral. (a) Upon the occurrence and continuance of a Default or Event of Default, the Lenders agree to promptly confer in order that Required Majority Lenders or the all Lenders, as the case may be, may agree upon a course of action for the enforcement of the rights of the Lenders; and the Administrative Agent shall be entitled to refrain from taking any action (without incurring any liability to any Person for so refraining) unless and until the Administrative Agent shall have received instructions from Required Majority Lenders or all Lenders, as the case may be. All rights of action under the Loan Credit Documents and all right to the Collateral, if any, hereunder may be enforced by the Administrative Agent and any suit or proceeding instituted by the Administrative Agent in furtherance of such enforcement shall be brought in its name as the Administrative Agent without the necessity of joining as plaintiffs or defendants any other Lender, and the recovery of any judgment shall be for the benefit of the Lenders (and, with respect to Lender Hedging Agreements, Affiliatesthe counterparties thereto and, if applicablewith respect to Banking Services, Affiliates of Lenders) subject to the expenses of the Administrative Agent. In actions with respect to any property of the Borrower or any other ObligorGuarantor, the Administrative Agent is acting for the ratable benefit of each Lender (and, with respect to Lender Hedging AgreementAgreements, Affiliatesthe counterparties thereto and, if applicablewith respect to Banking Services, Affiliates of Lenders). Any and all agreements to subordinate (whether made heretofore or hereafter) other indebtedness or obligations of Borrower to the Obligations shall be construed as being for the ratable benefit of each Lender (and, with respect to Lender Hedging AgreementAgreements, Affiliatesthe counterparties thereto and, if applicablewith respect to Banking Services, Affiliates of Lenders). (b) Each Lender authorizes and directs the Administrative Agent to enter into the Collateral Security Documents on behalf of and for the benefit of the Lenders (and, with respect to Lender Hedging Agreements, Affiliatesthe counterparties thereto and, if applicable)(or with respect to Banking Services, Affiliates of Lenders) (or if previously entered into, hereby ratifies the Administrative Agent’s (or any predecessor administrative agent’s) previously entering into such agreements and Collateral Security Documents). (c) Except to the extent unanimity (or other percentage set forth in Section 10.19.01) is required hereunder, each Lender agrees that any action taken by the Required Majority Lenders in accordance with the provisions of the Loan Credit Documents, and the exercise by the Required Majority Lenders of the power set forth herein or therein, together with such other powers as are reasonably incidental thereto, shall be authorized and binding upon all of the LendersLenders and Affiliates of Lenders (with respect to Banking Service Obligations) and counterparties to Lender Hedging Agreements (with respect to Lender Hedging Agreements). (d) The Administrative Agent is hereby authorized on behalf of the Lenders, without the necessity of any notice to or further consent from any Lender, from time to time to take any action with respect to any Collateral or Collateral Documents Security Documents, if any, which may be necessary to perfect and maintain perfected the Liens upon the Collateral granted pursuant to the Collateral Security Documents. (e) The Administrative Agent shall not have no any obligation whatsoever to any Lender or to any other Person to assure that the Collateral exists or is owned by any Obligor the Person purporting to own it or is cared for, protected, or insured or has been encumbered or that the Liens granted to the Administrative Agent (or any predecessor administrative agent) herein or pursuant thereto have been properly or sufficiently or lawfully created, perfected, protected, or enforced, or are entitled to any particular priority, or to exercise at all or in any particular manner or under any duty of care, disclosure, or fidelity, or to continue exercising, any of the Rights rights granted or available to the Administrative Agent in this Section 9.03 8.03 or in any of the Collateral Security Documents; it being understood and agreed that in respect of the CollateralIT BEING UNDERSTOOD AND AGREED THAT IN RESPECT OF THE COLLATERAL, or any actOR ANY ACT, omissionOMISSION, or event related theretoOR EVENT RELATED THERETO, the Administrative Agent may act in any manner it may deem appropriateTHE ADMINISTRATIVE AGENT MAY ACT IN ANY MANNER IT MAY DEEM APPROPRIATE, in its sole discretionIN ITS SOLE DISCRETION, given the Administrative Agent’s own interest in the Collateral as one of the Lenders and that the Administrative Agent shall have no duty or liability whatsoever to any LenderGIVEN THE ADMINISTRATIVE AGENT’S OWN INTEREST IN THE COLLATERAL AS ONE OF THE LENDERS AND THAT THE ADMINISTRATIVE AGENT SHALL HAVE NO DUTY OR LIABILITY WHATSOEVER TO ANY LENDER (AND, other than to act without gross negligence or willful misconductWITH RESPECT TO LENDER HEDGING AGREEMENTS, THE COUNTERPARTIES THERETO AND, WITH RESPECT TO BANKING SERVICES, AFFILIATES OF LENDERS), OTHER THAN TO ACT WITHOUT GROSS NEGLIGENCE, BAD FAITH, OR WILLFUL MISCONDUCT. (f) The Lenders hereby irrevocably authorize the Administrative Agent, at its option and in its discretion, to (i) deliver instruments of assurance confirming the non-existence of any Lien under the Credit Documents with respect to assets of a Person described in Section 5.11 that are excluded from the Collateral and (ii) release any Lien granted to or held by the Administrative Agent upon any Collateral: (iA) constituting property Property in which no Obligor neither Borrower nor any Guarantor owned an interest at the time the Lien was granted or at any time thereafter; (iiB) constituting property Property leased to an Obligor the Borrower or a Guarantor under a lease which has expired or been terminated in a transaction permitted under the Loan Document Credit Documents or is about to expire and which has not been, and is not intended by the Borrower or such Obligor Guarantor to be, renewed; and (iiiC) 90 Xxxxx Energy Partners, L.P. 3rd Amended/Restated Credit Agreement consisting of an instrument or other possessory collateral evidencing Indebtedness Debt or other obligations pledged to the Administrative Agent (for the benefit of the Lenders), if the Indebtedness Debt or obligations evidenced thereby has been paid in fullfull or otherwise superseded; (D) Property permitted to be sold pursuant to Section 6.04; (E) Property permitted to be invested pursuant to Section 6.06; (F) upon the Investment Grade Date; or (G) upon termination of the Commitments and payment in full of the Obligations (other than the Unliquidated Obligations). In addition, the Lenders irrevocably authorize the Administrative Agent to release Liens upon Collateral as contemplated herein or in Section 10.01(c) or (d)any other Credit Document, or if approved, authorized, or ratified in writing by the requisite Lenders. Upon request by the Administrative Agent at any time, the Lenders will confirm in writing the Administrative Agent’s authority to release particular types or items of Collateral pursuant to this Section 9.038.03. (g) In furtherance of the authorizations set forth in this Section 9.038.03, each Lender hereby irrevocably appoints the Administrative Agent its attorney-in-fact, with full power of substitution, for and on behalf of and in the name of each such Lender (i) to enter into Collateral Security Documents (including, without limitation, any appointments of substitute trustees under any Collateral Security Documents), (ii) to take action with respect to the Collateral and Collateral Documents Security Documents, if any, to perfect, maintain, and preserve Lenders’ Liens, and (iii) to execute instruments of release or to take other action necessary to release Liens upon any Collateral to the extent authorized in paragraph (f) hereof. This power of attorney shall be liberally, not restrictively, construed so as to give the greatest latitude to the Administrative Agent’s power, as attorney-in-fact, relative to the Collateral matters described in this Section 9.038.03. The powers and authorities herein conferred on the Administrative Agent may be exercised by the Administrative Agent through any Person who, at the time of the execution of a particular instrument, is an officer of the Administrative Agent (or any Person acting on behalf of the Administrative Agent pursuant to a valid power of attorney). The power of attorney conferred by this Section 9.03(g8.03(g) to the Administrative Agent is granted for valuable consideration and is coupled with an interest and is irrevocable so long as the Obligations, or any part thereof, shall remain unpaid or the Lenders are obligated to make any Borrowings Advance or issue any Letter of Credit under the Loan Credit Documents.

Default; Collateral. (a) Upon the occurrence and continuance of a Default or Event of Default, the Lenders agree to promptly confer in order that Required Lenders or the Lenders, as the case may be, may agree upon a course of action for the enforcement of the rights of the Lenders; and the Administrative Agent shall be entitled to refrain from taking any action (without incurring any liability to any Person for so refraining) unless and until the Administrative Agent shall have received instructions from Required Lenders. All rights of action under the Loan Documents and all right to the Collateral, if any, hereunder may be enforced by the Administrative Agent (or Collateral Agent) and any suit or proceeding instituted by the Administrative Agent (or Collateral Agent) in furtherance of such enforcement shall be brought in its name as the Administrative Agent (or Collateral Agent) without the necessity of joining as plaintiffs or defendants any other Lender, and the recovery of any judgment shall be for the benefit of the Lenders (and, with respect to Lender Hedging Agreements, Affiliates, if applicable) subject to the expenses of the Administrative Agent and Collateral Agent. In actions with respect to any property of the Borrower Borrowers or any other Obligor, the Administrative Agent (and the Collateral Agent) is acting for the ratable benefit of each Lender (and, with respect to Lender Hedging Agreement, Affiliates, if applicable). Any and all agreements to subordinate (whether made heretofore or hereafter) other indebtedness or obligations of Borrower Borrowers to the Obligations shall be construed as being for the ratable benefit of each Lender (and, with respect to Lender Hedging Agreement, Affiliates, if applicable). (b) Each Lender authorizes and directs the Administrative Agent and the Collateral Agent to enter into the Collateral Documents on behalf of and for the benefit of the Lenders (and, with respect to Lender Hedging Agreements, Affiliates, if applicable)(or if previously entered into, hereby ratifies the Administrative Agent’s and Collateral Agent’s previously entering into such agreements and Collateral Documents). (c) Except to the extent unanimity (or other percentage set forth in Section 10.110.01) is required hereunder, each Lender agrees that any action taken by the Required Lenders in accordance with the provisions of the Loan Documents, and the exercise by the Required Lenders of the power set forth herein or therein, together with such other powers as are reasonably incidental thereto, shall be authorized and binding upon all of the Lenders. (d) The Administrative Agent is and Collateral Agent are each hereby authorized on behalf of the Lenders, without the necessity of any notice to or further consent from any Lender, from time to time to take any action with respect to any Collateral or Collateral Documents which may be necessary to perfect and maintain perfected the Liens upon the Collateral granted pursuant to the Collateral Documents. (e) The Neither the Administrative Agent nor the Collateral Agent shall have no any obligation whatsoever to any Lender or to any other Person to assure that the Collateral exists or is owned by any Obligor or is cared for, protected, or insured or has been encumbered or that the Liens granted to the Administrative Agent and/or Collateral Agent herein or pursuant thereto have been properly or sufficiently or lawfully created, perfected, protected, or enforced, or are entitled to any particular priority, or to exercise at all or in any particular manner or under any duty of care, disclosure, or fidelity, or to continue exercising, any of the Rights granted or available to the Administrative Agent or Collateral Agent in this Section 9.03 or in any of the Collateral Documents; it being understood and agreed that in respect of the Collateral, or any act, omission, or event related thereto, the Administrative Agent may act in any manner it may deem appropriate, in its sole discretion, given the Administrative Agent’s own interest in the Collateral as one of the Lenders and that the Administrative Agent shall have no duty or liability whatsoever to any Lender, other than to act without gross negligence or willful misconductmisconduct and the same shall apply to the Collateral Agent so long as the Administrative Agent is also the Collateral Agent. (f) The Lenders hereby irrevocably authorize the Administrative Agent and/or Collateral Agent, at its option and in its discretion, to release any Lien granted to or held by the Administrative Agent or Collateral Agent upon any Collateral: (i) constituting property in which no Obligor owned an interest at the time the Lien was granted or at any time thereafter; (ii) constituting property leased or granted to an Obligor under a lease lease, easement or right-of-way which has expired or been terminated in a transaction permitted under the Loan Document Documents or is about to expire and which has not been, and is not intended by such Obligor to be, renewed; and (iii) consisting of an instrument evidencing Indebtedness pledged to the Administrative Agent or Collateral Agent (for the benefit of the Lenders), if the Indebtedness evidenced thereby has been paid in full. In addition, the Lenders irrevocably authorize the Administrative Agent and Collateral Agent to release Liens upon Collateral as contemplated in Section 10.01(c) or (d), or if approved, authorized, or ratified in writing by the requisite Lenders. Upon request by the Administrative Agent (or Collateral Agent) at any time, the Lenders will confirm in writing the Administrative Agent’s (or Collateral Agent’s) authority to release particular types or items of Collateral pursuant to this Section 9.03. (g) In furtherance of the authorizations set forth in this Section 9.03, each Lender hereby irrevocably appoints the Administrative Agent and Collateral Agent its attorney-in-fact, with full power of substitution, for and on behalf of and in the name of each such Lender (i) to enter into Collateral Documents (including, without limitation, any appointments of substitute trustees under any Collateral DocumentsDocuments and any appointment of a collateral agent under the Intercreditor Agreement), (ii) to take action with respect to the Collateral and Collateral Documents to perfect, maintain, and preserve Lenders’ Liens, and (iii) to execute instruments of release or to take other action necessary to release Liens upon any Collateral to the extent authorized in paragraph (f) hereof. This power of attorney shall be liberally, not restrictively, construed so as to give the greatest latitude to the Administrative Agent’s and the Collateral Agent’s power, as attorney, relative to the Collateral matters described in this Section 9.03. The powers and authorities herein conferred on the Administrative Agent and Collateral Agent may be exercised by the Administrative Agent or Collateral Agent through any Person who, at the time of the execution of a particular instrument, is an officer of the Administrative Agent or Collateral Agent (or any Person acting on behalf of the Administrative Agent or Collateral Agent pursuant to a valid power of attorney). The power of attorney conferred by this Section 9.03(g) to the Administrative Agent and Collateral Agent is granted for valuable consideration and is coupled with an interest and is irrevocable so long as the Obligations, or any part thereof, shall remain unpaid or the Lenders are obligated to make have any Borrowings under the Loan DocumentsRevolving Commitment hereunder.

Default; Collateral. (a) Upon the occurrence and continuance of a Default or an Event of Default, the Lenders agree to promptly confer in order that Required Lenders or shall have the Lenders, as the case may be, may agree upon sole right to determine a course of action for the enforcement of the rights of the Lenders; , and the Administrative Agent shall be entitled to refrain from taking any action (without incurring any liability to any Person for so refraining) unless and until the Administrative Agent shall have received written instructions from the Required Lenders. All rights of action under the Loan Documents and all right rights to the Collateral, if any, hereunder may be enforced by the Administrative Agent (at the written direction of the Required Lenders) and any suit or proceeding instituted by the Administrative Agent in furtherance of such enforcement shall be brought in its name as the Administrative Agent without the necessity of joining as plaintiffs or defendants any other Lender, and the recovery of any judgment shall be for the benefit of the Lenders (and, with respect to Lender Hedging Agreements, Affiliates, if applicable) subject to the fees, expenses of and other amounts payable to the Administrative Agent. In actions with respect to any Collateral or other property or assets of the Borrower or any other Obligorof its Subsidiaries, the Administrative Agent is acting for the ratable benefit of each Lender (and, with respect to Lender Hedging Agreement, Affiliates, if applicable)Lender. Any and all agreements to subordinate (whether made heretofore or hereafter) other indebtedness Indebtedness or obligations of Borrower the Loan Parties to the Loans or the Obligations shall be construed as being for the ratable benefit of each Lender (and, with respect to Lender Hedging Agreement, Affiliates, if applicable)Lender. (ba) Each Lender authorizes and directs the Administrative Agent to enter into the Collateral Loan Documents to which it is a party on the date hereof on behalf of and for the benefit of the Lenders (and, with respect to Lender Hedging Agreements, Affiliates, if applicable)(or if previously entered into, hereby ratifies the Administrative Agent’s previously entering into such agreements and Collateral Documents)Lenders. (cb) Except to the extent unanimity (or other percentage set forth in Section 10.1) that the consent of such Lender is required hereunderunder Section 9.08, each Lender agrees that any action taken by the Administrative Agent or the Required Lenders in accordance with the provisions of the Loan Documents, and the exercise by the Administrative Agent or the Required Lenders of the power powers set forth herein or therein, together with such other powers as are reasonably incidental thereto, shall be authorized by and binding upon upon, all of the Lenders. (dc) The Administrative Agent is hereby authorized (but not obligated) on behalf of the Lenders, without the necessity of any notice to or further consent from any Lender, from time to time to take any action with respect to any property, Collateral or Collateral Loan Documents which may be necessary to create, perfect and maintain perfected the Liens upon the Collateral and the properties granted pursuant to the Collateral Loan Documents. (ed) The Administrative Agent shall not have no any obligation whatsoever to any Lender or to any other Person to assure that the Collateral exists or is owned (whether in fee or by any Obligor leasehold) by the Person purporting to own it or is cared for, protected, or insured or has been encumbered or that the Liens granted to the Administrative Agent herein or pursuant thereto to the Loan Documents have been properly or sufficiently or lawfully created, perfected, protected, protected or enforced, or are entitled to any particular priority, or to exercise at all or in any particular manner or under any duty of care, disclosure, disclosure or fidelity, or to continue exercising, any of the Rights rights granted or available to the Administrative Agent in this Section 9.03 or in any of the Collateral Loan Documents; it being understood and agreed that IT BEING UNDERSTOOD AND AGREED THAT IN RESPECT OF THE LOAN OR ANY LOAN DOCUMENT, OR ANY ACT, OMISSION OR EVENT RELATED THERETO, THE ADMINISTRATIVE AGENT AND ITS RELATED PARTIES SHALL NOT HAVE ANY DUTY OR LIABILITY WHATSOEVER WITH RESPECT TO ANY LOAN OR THE LOAN DOCUMENTS TO ANY PERSON IN THE ABSENCE OF ITS OWN GROSS NEGLIGENCE OR WILLFUL MISCONDUCT AS DETERMINED BY A COURT OF COMPETENT JURISDICTION IN A FINAL AND NON-APPEALABLE JUDGMENT; provided that, no action taken or not taken in respect accordance with the direction of the Collateral, Required Lenders (or any act, omission, such other number or event related thereto, the Administrative Agent may act in any manner it may deem appropriate, in its sole discretion, given the Administrative Agent’s own interest in the Collateral as one percentage of the Lenders and that as shall be necessary, or as the Administrative Agent shall have no duty or liability whatsoever believe in good faith shall be necessary) shall be deemed to any Lender, other than to act without constitute gross negligence or willful misconductmisconduct of the Administrative Agent. Notwithstanding anything contained in the Loan Documents or otherwise to the contrary, the ||| 4134-8371-6675.14134-8371-6675 Administrative Agent shall not have any duty to (i) file or prepare any financing or continuation statements or record any documents or instruments in any public office for purposes of creating, perfecting or maintaining any Lien or security interest created under the Loan Documents; (ii) take any necessary steps to preserve rights against any parties with respect to any Collateral; or (iii) take any action to protect against any diminution in value of the Collateral. (fe) The Lenders hereby irrevocably authorize the Administrative Agent, at its option and in its discretion, Agent to release any Lien granted to or held by the Administrative Agent upon any Collateral: (i) upon the payment in full of the Obligations (other than contingent obligations for which no claim has been asserted) and termination of the Commitments; (ii) constituting property being sold or disposed of to a Person that is not a Loan Party if any Loan Party certifies in an officer’s certificate of such Loan Party to the Administrative Agent, in a form acceptable to the Administrative Agent, that the sale or disposition is permitted under this Agreement (and the Administrative Agent may rely conclusively on any such certificate, without further inquiry); (iii) constituting property in which no Obligor Loan Party owned an interest at the time the Lien was granted or at any time thereafter; (iiiv) constituting property leased to an Obligor any Loan Party under a lease which has expired or been terminated in a transaction permitted under the Loan Document Documents or is about to expire and which has not been, and is not intended by such Obligor the Loan Parties to be, renewed; and or (iiiv) consisting of an instrument or other possessory loan evidencing Indebtedness or other obligations pledged to the Administrative Agent (for the benefit of the Lenders), if the Indebtedness or obligations evidenced thereby has been paid in fullfull or otherwise superseded. In addition, the Lenders irrevocably authorize the Administrative Agent to release Liens upon the Collateral as otherwise contemplated herein and in Section 10.01(c) or (d), or the other Loan Documents if approved, authorized, or ratified in writing approved and authorized by the requisite LendersLenders in accordance with Section 9.08. Upon request by the Administrative Agent at any time, the Lenders will confirm in writing the Administrative Agent’s authority authority, and will direct the Administrative Agent, to release particular types or items of the Collateral pursuant to this Section 9.03and the Administrative Agent shall be entitled to conclusively rely, and shall be fully protected in so relying, upon the authorization of the Lenders. In the absence of such authorization, the Administrative Agent shall be entitled to refrain from granting any release under this Section. (gf) In furtherance of the authorizations set forth in this Section 9.03Section, each Lender hereby irrevocably appoints the Administrative Agent as its attorney-in-fact, with full power of substitution, for and on behalf of and in the name of each such Lender (i) to enter into Collateral Documents (including, without limitation, any appointments of substitute trustees under any Collateral Loan Documents), (ii) to take action with respect to the Collateral and Collateral Loan Documents to create, perfect, maintain, maintain and preserve Lenders’ Liensthe Administrative Agent’s Liens therein, and (iii) to execute instruments of release or to take other action necessary to release Liens upon any Collateral Loan or to release any Guarantor to the extent authorized herein or in paragraph (f) hereofthe other Loan Documents. This power of attorney shall be liberally, not restrictively, construed so as to give the greatest latitude to the Administrative Agent’s power, as attorney, relative to the Collateral matters described in this Section 9.03Section. The powers and authorities herein conferred on the Administrative Agent may be exercised by the Administrative Agent through any Person who, at the time of the execution of a particular instrument, is an officer of the Administrative Agent (or any Person acting on behalf of the Administrative Agent pursuant to a valid power of attorney). The power of attorney conferred by this Section 9.03(g) to the Administrative Agent is granted for valuable consideration and is coupled with an interest and is irrevocable so long as the Obligations, or any part thereof, shall remain unpaid or the Lenders are obligated to make any Borrowings Loan under the Loan Documents.

Default; Collateral. (a) Upon the occurrence and continuance of a Default or Event of Default, the Lenders agree to promptly confer in order that Required Lenders or the Lenders, as the case may be, may agree upon a course of action for the enforcement of the rights of the Lenders; and the Administrative Agent Agents shall be entitled to refrain from taking any action (without incurring any liability to any Person for so refraining) unless UNLESS and until the Administrative Agent Agents shall have received instructions from Required Lenders. All Subject to the Intercreditor Agreement for so long as it is in effect, all rights of action under the Loan Documents and all right to the Collateral, if any, hereunder may be enforced by the Administrative Agent Agents and any suit or proceeding instituted by the Administrative Agent Agents in furtherance of such enforcement shall be brought in its name as the Administrative applicable Agent without the necessity of joining as plaintiffs or defendants any other Lender, and the recovery of any judgment shall be for the benefit of the Lenders (and, with respect to Lender Hedging Agreements, Affiliates, if applicable) subject to the expenses of the Administrative Agentapplicable Agent(s). In actions with respect to any property of the Borrower or any other Obligor, the Administrative Agent is Agents are acting for the ratable benefit of each Lender (and, with respect to Lender Hedging Agreement, Affiliates, if applicable). Any and all agreements to subordinate (whether made heretofore or hereafter) other indebtedness or obligations of Borrower to the Obligations Obligation shall be construed as being for the ratable benefit of each Lender (and, with respect to Lender Hedging Agreement, Affiliates, if applicable). (b) Each Lender authorizes and directs the Administrative Agent to enter into the Collateral Documents on behalf of and for the benefit of the Lenders (and, with respect to Lender Hedging AgreementsAgreement, Affiliates, if applicable)(or if previously entered into, hereby ratifies the Administrative Agent’s previously entering into such agreements and Collateral Documentsapplicable). (c) . Except to the extent unanimity (or other percentage set forth in Section SECTION 10.1) is required hereunder, each Lender agrees that any action taken by the Required Lenders in accordance with the provisions of the Loan Documents, and the exercise by the Required Lenders of the power set forth herein or therein, together with such other powers as are reasonably incidental thereto, shall be authorized and binding upon all of the Lenders. (d) The Administrative Agent is hereby authorized on behalf of the Lenders, without the necessity of any notice to or further consent from any Lender, from time to time to take any action with respect to any Collateral or Collateral Documents which may be necessary to perfect and maintain perfected the Liens upon the Collateral granted pursuant to the Collateral Documents. (e) The Administrative Agent shall have no obligation whatsoever to any Lender or to any other Person to assure that the Collateral exists or is owned by any Obligor or is cared for, protected, or insured or has been encumbered or that the Liens granted to the Administrative Agent herein or pursuant thereto have been properly or sufficiently or lawfully created, perfected, protected, or enforced, or are entitled to any particular priority, or to exercise at all or in any particular manner or under any duty of care, disclosure, or fidelity, or to continue exercising, any of the Rights granted or available to the Administrative Agent in this Section 9.03 or in any of the Collateral Documents; it being understood and agreed that in respect of the Collateral, or any act, omission, or event related thereto, the Administrative Agent may act in any manner it may deem appropriate, in its sole discretion, given the Administrative Agent’s own interest in the Collateral as one of the Lenders and that the Administrative Agent shall have no duty or liability whatsoever to any Lender, other than to act without gross negligence or willful misconduct. (f) The Lenders hereby irrevocably authorize the Administrative Agent, at its option and in its discretion, to release any Lien granted to or held by the Administrative Agent upon any Collateral: (i) constituting property in which no Obligor owned an interest at the time the Lien was granted or at any time thereafter; (ii) constituting property leased to an Obligor under a lease which has expired or been terminated in a transaction permitted under the Loan Document or is about to expire and which has not been, and is not intended by such Obligor to be, renewed; and (iii) consisting of an instrument evidencing Indebtedness pledged to the Administrative Agent (for the benefit of the Lenders), if the Indebtedness evidenced thereby has been paid in full. In addition, the Lenders irrevocably authorize the Administrative Agent to release Liens upon Collateral as contemplated in Section 10.01(c) or (d), or if approved, authorized, or ratified in writing by the requisite Lenders. Upon request by the Administrative Agent at any time, the Lenders will confirm in writing the Administrative Agent’s authority to release particular types or items of Collateral pursuant to this Section 9.03. (g) In furtherance of the authorizations set forth in this Section 9.03, each Lender hereby irrevocably appoints the Administrative Agent its attorney-in-fact, with full power of substitution, for and on behalf of and in the name of each such Lender (i) to enter into Collateral Documents (including, without limitation, any appointments of substitute trustees under any Collateral Documents), (ii) to take action with respect to the Collateral and Collateral Documents to perfect, maintain, and preserve Lenders’ Liens, and (iii) to execute instruments of release or to take other action necessary to release Liens upon any Collateral to the extent authorized in paragraph (f) hereof. This power of attorney shall be liberally, not restrictively, construed so as to give the greatest latitude to the Administrative Agent’s power, as attorney, relative to the Collateral matters described in this Section 9.03. The powers and authorities herein conferred on the Administrative Agent may be exercised by the Administrative Agent through any Person who, at the time of the execution of a particular instrument, is an officer of the Administrative Agent (or any Person acting on behalf of the Administrative Agent pursuant to a valid power of attorney). The power of attorney conferred by this Section 9.03(g) to the Administrative Agent is granted for valuable consideration and is coupled with an interest and is irrevocable so long as the Obligations, or any part thereof, shall remain unpaid or the Lenders are obligated to make any Borrowings under the Loan Documents.

Default; Collateral. (a) Upon the occurrence and continuance of a Default or Event of Default, the Lenders agree to promptly confer in order that Required Lenders or the Lenders, as the case may be, may agree upon a course of action for the enforcement of the rights Rights of the Lenders; and the Administrative Agent shall be entitled to refrain from taking any action (without incurring any liability to any Person for so refraining) unless UNLESS and until the Administrative Agent shall have received instructions from Required Lenders. All rights of action under this Agreement and under the Loan Documents Notes and all right rights to the Collateral, if any, hereunder may be enforced by the Administrative Agent and any suit or proceeding instituted by the Administrative Agent in furtherance of such enforcement shall be brought in its name as the Administrative Agent without the necessity of joining as plaintiffs or defendants any other Lender, and the recovery of any judgment shall be for the benefit of the Lenders (and, with respect to Lender Hedging Agreements, Affiliates, if applicable) subject to the expenses of the Administrative Agent. In actions with respect to any property of the Borrower or any other ObligorBorrower, the Administrative Agent is acting for the ratable benefit of each Lender (and, with respect to Lender Hedging Agreement, Affiliates, if applicable)Lender. Any and all agreements to subordinate (whether made heretofore or hereafter) other indebtedness or obligations of Borrower any Loan Party or DCCLP to the Obligations Obligation shall be construed as being for the ratable benefit of each Lender (and, with respect to Lender Hedging Agreement, Affiliates, if applicable)Lender. (b) Each Lender authorizes and directs the Administrative Agent to enter into the Collateral Documents on behalf of and for the benefit of the Lenders (and, with respect to Lender Hedging Agreements, Affiliates, if applicable)(or if previously entered into, hereby ratifies the Administrative Agent’s previously entering into such agreements and Collateral Documents). (c) Except Lenders. EXCEPT to the extent unanimity (or other percentage set forth in Section 10.1) is required hereunder, each Lender agrees that any action taken by the Required Lenders in accordance with the provisions of the Loan Papers, the Collateral Documents, or the other Loan Papers, and the exercise by the Required Lenders of the power powers set forth herein or therein, together with TOGETHER WITH such other powers as are reasonably incidental thereto, shall be authorized and binding upon all of the Lenders. (dc) The Administrative Agent is hereby authorized on behalf of all of the Lenders, without the necessity of any notice to or further consent from any Lender, from time to time to take any action with respect to any Collateral or Collateral Documents which may be necessary to perfect and maintain perfected the Liens upon the Collateral granted pursuant to the Collateral Documents. (ed) The Administrative Agent shall have no obligation whatsoever to any Lender or to any other Person to assure that the Collateral exists or is owned by any Obligor Loan Party or is cared for, protected, or insured or has been encumbered or that the Liens granted to the Administrative Agent herein or pursuant thereto hereto have been properly or sufficiently or lawfully created, perfected, protected, or enforced, or are entitled to any particular priority, or to exercise at all or in any particular manner or under any duty of care, disclosure, or fidelity, or to continue exercising, any of the Rights granted or available to the Administrative Agent in this Section 9.03 SECTION 12.6 or in any of the Collateral Documents; it being understood IT BEING UNDERSTOOD and agreed that in respect of the Collateral, or any act, omission, or event related thereto, the Administrative Agent may act in any manner it may deem appropriate, in its sole discretion, given the Administrative Agent’s 's own interest in the Collateral as one of the Lenders and that the Administrative Agent shall have no duty or liability whatsoever to any Lender, other than OTHER THAN to act without gross negligence or willful wilful misconduct. (fe) The Lenders hereby irrevocably authorize the Administrative Agent, at its option and in its discretion, to release any Lien granted to or held by the Administrative Agent upon any Collateral: (i) upon termination of the Commitment and payment and satisfaction of the Obligation; (ii) constituting property in which no Obligor Loan Party owned an interest at the time the Lien was granted or at any time thereafter; (iiiii) constituting property leased to an Obligor a Loan Party under a lease which has expired or been terminated in a transaction permitted under the Loan Document Paper or is about to expire and which has not been, and is not intended by such Obligor Loan Party to be, renewed; and (iiiiv) consisting of an instrument evidencing Indebtedness Debt pledged to the Administrative Agent (for the benefit of the Lenders), if the Indebtedness Debt evidenced thereby has been paid in full. In addition; (v) upon the sale, transfer, or disposition of Collateral which is expressly permitted pursuant to the Lenders irrevocably authorize the Administrative Agent to release Liens upon Collateral as contemplated in Section 10.01(c) Loan Papers, including, without limitation, under SECTION 9.23 or (d), or vi) if approved, authorized, or ratified in writing by the requisite all necessary Lenders. Upon request by the Administrative Agent at any time, the Lenders will confirm in writing the Administrative Agent’s 's authority to release particular types or items of Collateral pursuant to this Section 9.03SECTION 12.6. (gf) In furtherance of the authorizations set forth in this Section 9.03SECTION 12.6, each Lender hereby irrevocably appoints the Administrative Agent its attorney-in-fact, with full power of substitution, for and an on behalf of and in the name of each such Lender Lender, (i) to enter into Collateral Documents (including, without limitation, any appointments of substitute trustees under any Collateral DocumentsDocument), (ii) to take action with respect to the Collateral and Collateral Documents to perfect, maintain, and preserve Lenders’ Lender's Liens, and (iii) to execute instruments of release or to take other action necessary to release Liens upon any Collateral to the extent authorized in paragraph PARAGRAPH (fe) hereof. This power of attorney shall be liberally, not restrictively, construed so as to give the greatest latitude to the Administrative Agent’s 's power, as attorney, relative to the Collateral matters described in this Section 9.03. The powers and authorities herein conferred on the Administrative Agent may be exercised by the Administrative Agent through any Person who, at the time of the execution of a particular instrument, is an officer of the Administrative Agent (or any Person acting on behalf of the Administrative Agent pursuant to a valid power of attorney). The power of attorney conferred by this Section 9.03(g) to the Administrative Agent is granted for valuable consideration and is coupled with an interest and is irrevocable so long as the Obligations, or any part thereof, shall remain unpaid or the Lenders are obligated to make any Borrowings under the Loan DocumentsSECTION 12.

Default; Collateral. (a) Upon the occurrence and continuance of a Default or Event of Default, the Lenders agree to promptly confer in order that Required Majority Lenders or the all Lenders, as the case may be, may agree upon a course of action for the enforcement of the rights of the Lenders; and the Administrative Agent shall be entitled to refrain from taking any action (without incurring any liability to any Person for so refraining) unless and until the Administrative Agent shall have received instructions from Required Majority Lenders or all Lenders, as the case may be. All rights of action under the Loan Credit Documents and all right to the Collateral, if any, hereunder may be enforced by the Administrative Agent and any suit or proceeding instituted by the Administrative Agent in furtherance of such enforcement shall be brought in its name as the Administrative Agent without the necessity of joining as plaintiffs or defendants any other Lender, and the recovery of any judgment shall be for the benefit of the Lenders (and, with respect to Lender Hedging AgreementsAgreements and Banking Services, Affiliates, if applicable) subject to the expenses of the Administrative Agent. In actions with respect to any property of the Borrower or any other ObligorGuarantor, the Administrative Agent is acting for the ratable benefit of each Lender (and, with respect to Lender Hedging AgreementAgreements and Banking Services, Affiliates, if applicable). Any and all agreements to subordinate (whether made heretofore or hereafter) other indebtedness or obligations of Borrower to the Obligations shall be construed as being for the ratable benefit of each Lender (and, with respect to Lender Hedging AgreementAgreements and Banking Services, Affiliates, if applicable). (b) Each Lender authorizes and directs the Administrative Agent to enter into the Collateral Security Documents on behalf of and for the benefit of the Lenders (and, with respect to Lender Hedging AgreementsAgreements and Banking Services, Affiliates, if applicable)(or if previously entered into, hereby ratifies the Administrative Agent’s (or any predecessor administrative agent’s) previously entering into such agreements and Collateral Security Documents). (c) Except to the extent unanimity (or other percentage set forth in Section 10.19.01) is required hereunder, each Lender agrees that any action taken by the Required Majority Lenders in accordance with the provisions of the Loan Credit Documents, and the exercise by the Required Majority Lenders of the power set forth herein or therein, together with such other powers as are reasonably incidental thereto, shall be authorized and binding upon all of the LendersLenders and Affiliates of Lenders (with respect to Banking Service Obligations and Lender Hedging Agreements). (d) The Administrative Agent is hereby authorized on behalf of the Lenders, without the necessity of any notice to or further consent from any Lender, from time to time to take any action with respect to any Collateral or Collateral Security Documents which may be necessary to perfect and maintain perfected the Liens upon the Collateral granted pursuant to the Collateral Security Documents. (e) The Administrative Agent shall not have no any obligation whatsoever to any Lender or to any other Person (and the Predecessor Administrative Agent shall not have any obligation whatsoever to the Administrative Agent, any other Lender or to any other Person) to assure that the Collateral exists or is owned by any Obligor the Person purporting to own it or is cared for, protected, or insured or has been encumbered or that the Liens granted to the Administrative Agent (or any predecessor administrative agent) herein or pursuant thereto have been properly or sufficiently or lawfully created, perfected, protected, or enforced, or are entitled to any particular priority, or to exercise at all or in any particular manner or under any duty of care, disclosure, or fidelity, or to continue exercising, any of the Rights rights granted or available to the Administrative Agent in this Section 9.03 8.03 or in any of the Collateral Security Documents; it being understood and agreed that in respect of the Collateral, or any act, omission, or event related thereto, the Administrative Agent may act in any manner it may deem appropriate, in its sole discretion, given the Administrative Agent’s own interest in the Collateral as one of the Lenders and that the Administrative Agent shall have no duty or liability whatsoever to any LenderLender (and, with respect to Lender Hedging Agreements and banking services, Affiliates), other than to act without gross negligence negligence, bad faith, or willful misconduct. (f) The Lenders hereby irrevocably authorize the Administrative Agent, at its option and in its discretion, to (i) deliver instruments of assurance confirming the non-existence of any Lien under the Credit Documents with respect to assets of a Person described in Section 5.11 that are excluded from the Collateral and (ii) release any Lien granted to or held by the Administrative Agent upon any Collateral: (iA) constituting property Property in which no Obligor neither Borrower nor any Guarantor owned an interest at the time the Lien was granted or at any time thereafter; (iiB) constituting property leased to an Obligor the Borrower or a Guarantor under a lease which has expired or been terminated in a transaction permitted under the Loan Document Credit Documents or is about to expire and which has not been, and is not intended by the Borrower or such Obligor Guarantor to be, renewed; and (iiiC) consisting of an instrument or other possessory collateral evidencing Indebtedness Debt or other obligations pledged to the Administrative Agent (for the benefit of the Lenders), if the Indebtedness Debt or obligations evidenced thereby has been paid in fullfull or otherwise superseded. In addition, the Lenders irrevocably authorize the Administrative Agent to release Liens upon Collateral as contemplated in Section 10.01(c) or (d)herein, or if approved, authorized, or ratified in writing by the requisite Lenders; (D) Property permitted to be sold pursuant to Section 6.04; or (E) Property permitted to be invested pursuant to Section 6.06. Upon request by the Administrative Agent at any time, the Lenders will confirm in writing the Administrative Agent’s authority to release particular types or items of Collateral pursuant to this Section 9.038.03. (g) In furtherance of the authorizations set forth in this Section 9.038.03, each Lender hereby irrevocably appoints the Administrative Agent its attorney-in-fact, with full power of substitution, for and on behalf of and in the name of each such Lender (i) to enter into Collateral Security Documents (including, without limitation, any appointments of substitute trustees under any Collateral Security Documents), (ii) to take action with respect to the Collateral and Collateral Security Documents to perfect, maintain, and preserve Lenders’ Liens, and (iii) to execute instruments of release or to take other action necessary to release Liens upon any Collateral to the extent authorized in paragraph (f) hereof. This power of attorney shall be liberally, not restrictively, construed so as to give the greatest latitude to the Administrative Agent’s power, as attorney-in-fact, relative to the Collateral matters described in this Section 9.038.03. The powers and authorities herein conferred on the Administrative Agent may be exercised by the Administrative Agent through any Person who, at the time of the execution of a particular instrument, is an officer of the Administrative Agent (or any Person acting on behalf of the Administrative Agent pursuant to a valid power of attorney). The power of attorney conferred by this Section 9.03(g8.03(g) to the Administrative Agent is granted for valuable consideration and is coupled with an interest and is irrevocable so long as the Obligations, or any part thereof, shall remain unpaid or the Lenders are obligated to make any Borrowings Advance or issue any Letter of Credit under the Loan Credit Documents.

Default; Collateral. (a) Upon the occurrence and continuance of a Default or Event of Default, the Lenders agree to promptly confer in order that Required Lenders or the Lenders, Lenders (as the case may be, ) may agree upon a course of action for the enforcement of the rights Rights of the Lenders; and the Administrative Agent shall be entitled to refrain from taking any action (without incurring any liability to any Person for so refraining) unless and until the Administrative Agent shall have received instructions from Required Lenders. All rights Rights of action under the Loan Documents and all right Rights to the Collateral, if any, hereunder may be enforced by the Administrative Agent and any suit or proceeding instituted by the Administrative Agent in furtherance of such enforcement shall be brought in its name as the Administrative Agent without the necessity of joining as plaintiffs or defendants any other Agent or Lender, and the recovery of any judgment shall be for the benefit of the Lenders (and, with respect to Lender Hedging Agreements, Affiliates, if applicable) subject to the expenses of the Administrative Agent. In actions with respect to any property of the Borrower or any other ObligorBorrowers, the Administrative Agent is acting for the ratable benefit of each Lender (and, with respect to Lender Hedging Agreement, Affiliates, if applicable)Lender. Any and all agreements to subordinate (whether made heretofore or hereafter) other indebtedness or obligations of Borrower the Borrowers to the Obligations Obligation shall be construed as being for the ratable benefit of each Lender (and, with respect to Lender Hedging Agreement, Affiliates, if applicable)Secured Party. (b) Each Lender authorizes and directs the Administrative Agent to enter into the Collateral Documents on behalf of and for the benefit of the Lenders (and, with respect to Lender Hedging Agreements, Affiliates, if applicable)(or if previously entered into, hereby ratifies the Administrative Agent’s previously entering into such agreements and Collateral Documents). (c) Secured Parties. Except to the extent unanimity (or other percentage set forth in Section 10.1) a supermajority is required hereunder, each Lender agrees that any action taken by the Required Lenders in accordance with the provisions of the Loan Documents, and the exercise by the Required Lenders of the power powers set forth herein or therein, together with such other powers as are reasonably incidental thereto, shall be authorized and binding upon all of the Lenders. (dc) The Administrative Agent is hereby authorized on behalf of all of the Lenders, without the necessity of any notice to or further consent from any Lender, from time to time to take any action with respect to any Collateral or Collateral Documents which may be necessary to perfect and maintain perfected the Liens upon the Collateral granted pursuant to the Collateral Documents. (ed) The Administrative Agent shall have no obligation whatsoever to any Lender or to any other Person to assure that the Collateral exists or is owned by any Obligor Loan Party or is cared for, protected, or insured or has been encumbered or that the Liens granted to the Administrative Agent herein or pursuant thereto hereto have been properly or sufficiently or lawfully created, perfected, protected, or enforced, or are entitled to any particular priority, or to exercise at all or in any particular manner or under any duty of care, disclosure, or fidelity, or to continue exercising, any of the Rights granted or available to the Administrative Agent in this Section 9.03 12.6 or in any of the Collateral Documents; it being understood and agreed that in respect of the Collateral, or any act, omission, or event related thereto, the Administrative Agent may act in any manner it may deem appropriate, in its sole discretion, given the Administrative Agent’s 's own interest in the Collateral as one of the Lenders and that the Administrative Agent shall have no duty or liability whatsoever to any Lender, other than to act without gross negligence or willful misconduct. (fe) The Lenders hereby irrevocably authorize the Administrative Agent, at its option and in its discretion, to release any Lien granted to or held by the Administrative Agent upon any Collateral: (i) upon termination of the Total Commitment and payment and satisfaction of the Obligation; (ii) constituting property in which no Obligor Loan Party or Parent owned an interest at the time the Lien was granted or at any time thereafter; (iiiii) constituting property leased upon the sale, transfer, or disposition of Collateral which is expressly permitted pursuant to an Obligor under a lease which has expired or been terminated in a transaction permitted under the Loan Document Documents, including under Sections 9.20 (i) or is about to expire and which has not been, and is not intended by such Obligor to be, renewed; and (iii) consisting of an instrument evidencing Indebtedness pledged to the Administrative Agent (for the benefit of the Lendersj), if the Indebtedness evidenced thereby has been paid in full. In addition, the Lenders irrevocably authorize the Administrative Agent to release Liens upon Collateral 9.22 or 9.33; (iv) as contemplated in Section 10.01(c) 6.4; or (d), or v) if approved, authorized, or ratified in writing by all necessary the requisite Lenders. Upon request by the Administrative Agent at any time, the Lenders will confirm in writing the Administrative Agent’s 's authority to release particular types or items of Collateral pursuant to this Section 9.0312.6. (gf) In furtherance of the authorizations set forth in this Section 9.0312.6, each Lender hereby irrevocably appoints the Administrative Agent its attorney-in-fact, with full power of substitution, for and on behalf of and in the name of each such Lender Lender, (i) to enter into Collateral Documents (including, without limitation, including any appointments of substitute trustees under any Collateral DocumentsDocument), (ii) to take action with respect to the Collateral and Collateral Documents to perfect, maintain, and preserve Lenders’ the Lender's Liens, and (iii) to execute instruments of release or to take other action necessary to release Liens upon any Collateral to the extent authorized in paragraph Paragraph (fe) hereof. This power of attorney shall be liberally, not restrictively, construed so as to give the greatest latitude to the Administrative Agent’s 's power, as attorney, relative to the Collateral matters described in this Section 9.03. The powers and authorities herein conferred on the Administrative Agent may be exercised by the Administrative Agent through any Person who, at the time of the execution of a particular instrument, is an officer of the Administrative Agent (or any Person acting on behalf of the Administrative Agent pursuant to a valid power of attorney). The power of attorney conferred by this Section 9.03(g) to the Administrative Agent is granted for valuable consideration and is coupled with an interest and is irrevocable so long as the Obligations, or any part thereof, shall remain unpaid or the Lenders are obligated to make any Borrowings under the Loan Documents12.

Default; Collateral. (a) Upon the occurrence and continuance of a Default or an Event of Default, the Administrative Agent shall make a recommendation to Lenders agree of any actions to be taken, and each Lender agrees to promptly confer with the other Lenders in order that Required Lenders or the Lenders, as the case may be, may agree upon a can consider such course of action or any other actions to be taken for the enforcement of the rights Rights of the Lenders; and the provided that Administrative Agent shall be entitled (but not obligated) to refrain from taking proceed to take any actions necessary in its reasonable judgment to preserve Rights, pending agreement by Lenders on the course of action to be taken. If the Required Lenders cannot agree on a course of action to be taken within sixty (without incurring any liability to any Person for so refraining60) unless and until the days following Administrative Agent's initial recommendation, Administrative Agent shall have received instructions from thereafter take such action as Administrative Agent deems advisable to enforce the Rights of Lenders; provided, that if, after Administrative Agent has begun taking such action, the Required Lenders agree on a course of action contrary to that undertaken by Administrative Agent, then Administrative Agent shall change its course of action so as to follow the course of action agreed upon by the Required Lenders. All rights of Any action under the Loan Documents and all right to the Collateral, if any, hereunder may be enforced directed or approved by the Administrative Agent and Required Lenders, including without limitation, any exercise of remedies or initiation of suit or proceeding instituted by the Administrative Agent in furtherance of such enforcement other legal proceedings, shall be brought in its name as the Administrative Agent without the necessity of joining as plaintiffs or defendants any other binding upon each Lender, and the recovery of any judgment shall be for the benefit of the Lenders (and, with respect to Lender Hedging Agreements, Affiliates, if applicable) subject to the expenses of the Administrative Agent. In actions with respect to any property of the Borrower or any other ObligorGuarantor, the Administrative Agent is acting for the ratable benefit account of each Lender (and, with respect to Lender Hedging Agreement, Affiliates, if applicable)the extent of each Lender's Aggregate Loan Percentage. Any and all agreements to subordinate (whether made heretofore or hereafter) other indebtedness or obligations of Borrower or any Guarantor to the Obligations shall be construed as being for the ratable benefit of each Lender (and, with respect to Lender Hedging Agreement, Affiliates, if applicable). (b) Each Lender authorizes and directs the extent of its respective Aggregate Loan Percentage. If Administrative Agent to enter into acquires any security for the Collateral Documents on behalf Obligations or any guaranty of and the Obligations upon or in lieu of foreclosure, the same shall be held for the benefit of each Lender in proportion to such Lender's respective Aggregate Loan Percentage. Lenders agree, among themselves, that unless otherwise agreed to by Administrative Agent and the Lenders Required Lenders, all monies collected or received by Administrative Agent after the occurrence of an Event of Default in respect of the security for the Credit Facilities, directly or indirectly, or by any other means shall be applied (and, with respect a) to Lender Hedging Agreements, Affiliates, if applicable)(or if previously entered into, hereby ratifies the Administrative Agent’s previously entering into such agreements Fees and Collateral Documents). (c) Except all costs of collection or maintenance of the Collateral, and then to either interest or principal of the extent unanimity (or other percentage set forth in Section 10.1) is required hereunder, each Lender agrees that any action taken Credit Facilities as recommended by Administrative Agent and approved by the Required Lenders in accordance with the provisions of the Loan Documents, and the exercise by the Required Lenders of the power set forth herein (except that any amounts to be applied to interest or therein, together with such other powers as are reasonably incidental thereto, principal shall be authorized and binding upon all of distributed to Lenders based on their Aggregate Loan Percentage) until the Lenders. Credit Facilities (dincluding the Competitive Bid Loans) The Administrative Agent is hereby authorized on behalf of the Lendersare paid in full, without the necessity of any notice to or further consent from any Lender, from time to time to take any action with respect to any Collateral or Collateral Documents which may be necessary to perfect and maintain perfected the Liens upon the Collateral granted pursuant (b) to the Collateral Documents. (e) The Administrative Agent shall have no obligation whatsoever amounts owed to any Lender or to any other Person to assure that the Collateral exists or is owned by any Obligor or is cared for, protected, or insured or has been encumbered or that the Liens granted to the Administrative Agent herein or pursuant thereto have been properly or sufficiently or lawfully created, perfected, protected, or enforced, or are entitled to any particular priority, or to exercise at all or in any particular manner or under any duty of careInterest and Foreign Exchange Hedge Agreement, disclosure, or fidelity, or to continue exercising, any only after payment in full of the Rights granted or available to the Administrative Agent in this Section 9.03 or in any of the Collateral Documents; it being understood outstanding principal and agreed that in respect of the Collateral, or any act, omission, or event related thereto, the Administrative Agent may act in any manner it may deem appropriate, in its sole discretion, given the Administrative Agent’s own interest in the Collateral as one of the Lenders and that the Administrative Agent shall have no duty or liability whatsoever to any Lender, other than to act without gross negligence or willful misconduct. (f) The Lenders hereby irrevocably authorize the Administrative Agent, at its option and in its discretion, to release any Lien granted to or held by the Administrative Agent upon any Collateral: (i) constituting property in which no Obligor owned an interest at the time the Lien was granted or at any time thereafter; (ii) constituting property leased to an Obligor under a lease which has expired or been terminated in a transaction permitted under the Loan Document or is about to expire and which has not been, and is not intended by such Obligor to be, renewed; and (iii) consisting of an instrument evidencing Indebtedness pledged to the Administrative Agent (for the benefit of the Lenders), if the Indebtedness evidenced thereby has been paid in full. In addition, the Lenders irrevocably authorize the Administrative Agent to release Liens upon Collateral as contemplated in Section 10.01(c) or (d), or if approved, authorized, or ratified in writing by the requisite Lenders. Upon request by the Administrative Agent at any time, the Lenders will confirm in writing the Administrative Agent’s authority to release particular types or items of Collateral pursuant to this Section 9.03. (g) In furtherance of the authorizations set forth in this Section 9.03, each Lender hereby irrevocably appoints the Administrative Agent its attorney-in-fact, with full power of substitution, for and on behalf of and in the name of each such Lender (i) to enter into Collateral Documents (including, without limitation, any appointments of substitute trustees under any Collateral Documents), (ii) to take action with respect to the Collateral and Collateral Documents to perfect, maintain, and preserve Lenders’ LiensCredit Facilities, and (iii) to execute instruments of release or to take other action necessary to release Liens upon any Collateral to the extent authorized in paragraph (f) hereof. This power of attorney shall be liberally, not restrictively, construed so as to give the greatest latitude to the Administrative Agent’s power, as attorney, relative to the Collateral matters described in this Section 9.03. The powers and authorities herein conferred on the Administrative Agent may be exercised by the Administrative Agent through any Person who, at the time of the execution of a particular instrument, is an officer of the Administrative Agent (or any Person acting on behalf of the Administrative Agent pursuant to a valid power of attorney). The power of attorney conferred by this Section 9.03(gc) to the Administrative Agent is granted for valuable consideration and is coupled with an interest and is irrevocable so long as the Obligations, or any part thereof, shall remain unpaid or the Lenders are obligated to make any Borrowings amounts owed under the Loan DocumentsBridge Debt, but only after payment in full of the outstanding principal and interest under the Credit Facilities and the amounts owed to all Lenders under any Interest and Foreign Exchange Hedge Agreement.

Default; Collateral. (a) Upon the occurrence and continuance of a Default or Event of Default, the Lenders agree to promptly confer in order that Required Lenders or the Lenders, as the case may be, may agree upon a course of action for the enforcement of the rights of the Lenders; and the Administrative Agent shall be entitled to refrain from taking any action (without incurring any liability to any Person for so refraining) unless and until the Administrative Agent shall have received instructions from Required Lenders. All rights of action under the Loan Documents and all right to the Collateral, if any, hereunder may be enforced by the Administrative Agent (or Collateral Agent) and any suit or proceeding instituted by the Administrative Agent (or Collateral Agent) in furtherance of such enforcement shall be brought in its name as the Administrative Agent (or Collateral Agent) without the necessity of joining as plaintiffs or defendants any other Lender, and the recovery of any judgment shall be for the benefit of the Lenders (and, with respect to Lender Hedging Agreements, Affiliates, if applicable) subject to the expenses of the Administrative Agent and Collateral Agent. In actions with respect to any property of the Borrower or any other ObligorBorrower, the Administrative Agent (and the Collateral Agent) is acting for the ratable benefit of each Lender (and, with respect to Lender Hedging Agreement, Affiliates, if applicable)the Lender. Any and all agreements to subordinate (whether made heretofore or hereafter) other indebtedness or obligations of Borrower to the Obligations shall be construed as being for the ratable benefit of each Lender (and, with respect to Lender Hedging Agreement, Affiliates, if applicable)the Lender. (b) Each Lender authorizes and directs the Administrative Agent and the Collateral Agent to enter into the Collateral Documents on behalf of and for the benefit of the Lenders Lender (and, with respect to Lender Hedging Agreements, Affiliates, if applicable)(or or if previously entered into, hereby ratifies the Administrative Agent’s and Collateral Agent’s previously entering into such agreements and Collateral Documents). (c) Except to the extent unanimity (or other percentage set forth in Section 10.1) is required hereunder, each Lender agrees that any action taken by the Required Lenders in accordance with the provisions of the Loan Documents, and the exercise by the Required Lenders of the power set forth herein or therein, together with such other powers as are reasonably incidental thereto, shall be authorized and binding upon all of the Lenders. (d) The Administrative Agent is and Collateral Agent are each hereby authorized on behalf of the LendersLender, without the necessity of any notice to or further consent from any the Lender, from time to time to take any action with respect to any Collateral or Collateral Documents which may be necessary to perfect and maintain perfected the Liens upon the Collateral granted pursuant to the Collateral Documents. (ed) The Administrative Agent shall have no obligation whatsoever to any Lender or to any other Person to assure that the Collateral exists or is owned by any Obligor or is cared for, protected, or insured or has been encumbered or that the Liens granted to hereby irrevocably authorizes the Administrative Agent herein or pursuant thereto have been properly or sufficiently or lawfully created, perfected, protected, or enforced, or are entitled to any particular priority, or to exercise at all or in any particular manner or under any duty of care, disclosure, or fidelity, or to continue exercising, any of the Rights granted or available to the Administrative Agent in this Section 9.03 or in any of the and/or Collateral Documents; it being understood and agreed that in respect of the Collateral, or any act, omission, or event related thereto, the Administrative Agent may act in any manner it may deem appropriate, in its sole discretion, given the Administrative Agent’s own interest in the Collateral as one of the Lenders and that the Administrative Agent shall have no duty or liability whatsoever to any Lender, other than to act without gross negligence or willful misconduct. (f) The Lenders hereby irrevocably authorize the Administrative Agent, at its option and in its discretion, to release any Lien granted to or held by the Administrative Agent or Collateral Agent upon any Collateral: (i) constituting property in which Borrower owned no Obligor owned an interest at the time the Lien was granted or at any time thereafter; (ii) constituting property leased or granted to an Obligor the Borrower under a lease lease, easement or right-of-way which has expired or been terminated in a transaction permitted under the Loan Document Documents or is about to expire and which has not been, and is not intended by such Obligor Borrower to be, renewed; and (iii) consisting of an instrument evidencing Indebtedness pledged to the Administrative Agent or Collateral Agent (for the benefit of the LendersLender), if the Indebtedness evidenced thereby has been paid in full. In addition, the Lenders Lender irrevocably authorize the Administrative Agent and Collateral Agent to release Liens upon Collateral as contemplated in Section 10.01(c10.01(b) or (dc), or if approved, authorized, or ratified in writing by the requisite LendersLender. Upon request by the Administrative Agent (or Collateral Agent) at any time, the Lenders Lender will confirm in writing the Administrative Agent’s (or Collateral Agent’s) authority to release particular types or items of Collateral pursuant to this Section 9.03. (ge) In furtherance of the authorizations set forth in this Section 9.03, each the Lender hereby irrevocably appoints the Administrative Agent and Collateral Agent its attorney-in-fact, with full power of substitution, for and on behalf of and in the name of each such the Lender (i) to enter into Collateral Documents (including, without limitation, any appointments of substitute trustees under any Collateral Documents), (ii) to take action with respect to the Collateral and Collateral Documents to perfect, maintain, and preserve LendersLender’ Liens, and (iii) to execute instruments of release or to take other action necessary to release Liens upon any Collateral to the extent authorized in paragraph (f) hereof. This power of attorney shall be liberally, not restrictively, construed so as to give the greatest latitude to the Administrative Agent’s and the Collateral Agent’s power, as attorney, relative to the Collateral matters described in this Section 9.03. The powers and authorities herein conferred on the Administrative Agent and Collateral Agent may be exercised by the Administrative Agent or Collateral Agent through any Person who, at the time of the execution of a particular instrument, is an officer of the Administrative Agent or Collateral Agent (or any Person acting on behalf of the Administrative Agent or Collateral Agent pursuant to a valid power of attorney). The power of attorney conferred by this Section 9.03(g9.03(d) to the Administrative Agent and Collateral Agent is granted for valuable consideration and is coupled with an interest and is irrevocable so long as the Obligations, or any part thereof, shall remain unpaid or the Lenders are obligated to make any Borrowings under the Loan Documentsunpaid.

Default; Collateral. (a) Upon the occurrence and continuance of a Default or Event of Default, the Lenders agree to promptly confer in order that Required Lenders or the Lenders, as the case may be, may agree upon a course of action for the enforcement of the rights of the Lenders; and the Administrative Agent shall be entitled to refrain from taking any action (without incurring any liability to any Person for so refraining) unless and until the Administrative Agent shall have received instructions from Required Lenders. All rights of action under the Loan Documents and all right to the Collateral, if any, hereunder may be enforced by the Administrative Agent (or the Collateral Agent) and any suit or proceeding instituted by the Administrative Agent (or the Collateral Agent) in furtherance of such enforcement shall be brought in its name as the Administrative Agent (or the Collateral Agent) without the necessity of joining as plaintiffs or defendants any other Lender, and the recovery of any judgment shall be for the benefit of the Lenders (and, with respect to Lender Hedging Agreements, Affiliates, if applicable) subject to the expenses of the Administrative Agent and/or Collateral Agent. In actions with respect to any property of the Borrower or any other Obligor, the Administrative Agent (and the Collateral Agent) is acting for the ratable benefit of each Lender (and, with respect to Lender Hedging Agreement, Affiliates, if applicable). Any and all agreements to subordinate (whether made heretofore or hereafter) other indebtedness or obligations of Borrower to the Obligations shall be construed as being for the ratable benefit of each Lender (and, with respect to Lender Hedging Agreement, Affiliates, if applicable). (b) Each Lender authorizes and directs the Administrative Agent and Collateral Agent to enter into the Collateral Documents on behalf of and for the benefit of the Lenders (and, with respect to Lender Hedging Agreements, Affiliates, if applicable)(or if previously entered into, hereby ratifies the Administrative Agent’s (and the Collateral Agent’s) previously entering into such agreements and Collateral Documents). (c) Except to the extent unanimity (or other percentage set forth in Section 10.1) is required hereunder, each Lender agrees that any action taken by the Required Lenders in accordance with the provisions of the Loan Documents, and the exercise by the Required Lenders of the power set forth herein or therein, together with such other powers as are reasonably incidental thereto, shall be authorized and binding upon all of the Lenders. (d) The Administrative Agent is and Collateral Agent are each hereby authorized on behalf of the Lenders, without the necessity of any notice to or further consent from any Lender, from time to time to take any action with respect to any Collateral or Collateral Documents which may be necessary to perfect and maintain perfected the Liens upon the Collateral granted pursuant to the Collateral Documents. (e) The Neither the Administrative Agent nor the Collateral Agent shall have no any obligation whatsoever to any Lender or to any other Person to assure that the Collateral exists or is owned by any Obligor or is cared for, protected, or insured or has been encumbered or that the Liens granted to the Administrative Agent and/or Collateral Agent herein or pursuant thereto to any Collateral Document have been properly or sufficiently or lawfully created, perfected, protected, or enforced, or are entitled to any particular priority, or to exercise at all or in any particular manner or under any duty of care, disclosure, or fidelity, or to continue exercising, any of the Rights granted or available to the Administrative Agent or Collateral Agent in this Section 9.03 or in any of the Collateral Documents; it being understood and agreed that in respect of the Collateral, or any act, omission, or event related thereto, the Administrative Agent may act in any manner it may deem appropriate, in its sole discretion, given the Administrative Agent’s own interest in the Collateral as one of the Lenders and that the Administrative Agent shall have no duty or liability whatsoever to any Lender, other than to act without gross negligence or willful misconductmisconduct and the same shall apply to the Collateral Agent so long as the Administrative Agent is also the Collateral Agent. (f) The Lenders hereby irrevocably authorize the Administrative Agent and/or Collateral Agent, at its option and in its discretion, to release any Lien granted to or held by the Administrative Agent or Collateral Agent upon any Collateral: (i) constituting property in which no Obligor owned an interest at the time the Lien was granted or at any time thereafter; (ii) constituting property leased to an Obligor under a lease which has expired or been terminated in a transaction permitted under the Loan Document or is about to expire and which has not been, and is not intended by such Obligor to be, renewed; and (iii) consisting of an instrument evidencing Indebtedness pledged to the Administrative Agent or Collateral Agent (for the benefit of the Lenders), if the Indebtedness evidenced thereby has been paid in full. In addition, the Lenders irrevocably authorize the Administrative Agent and Collateral Agent to release Liens upon Collateral as contemplated in Section 10.01(c) or (d), or if approved, authorized, or ratified in writing by the requisite Lenders. Upon request by the Administrative Agent ((or the Collateral Agent) at any time, the Lenders will confirm in writing the Administrative Agent’s (or the Collateral Agent’s) authority to release particular types or items of Collateral pursuant to this Section 9.03. (g) In furtherance of the authorizations set forth in this Section 9.03, each Lender hereby irrevocably appoints the Administrative Agent and Collateral Agent its attorney-in-fact, with full power of substitution, for and on behalf of and in the name of each such Lender (i) to enter into Collateral Documents (including, without limitation, any appointments of substitute trustees under any Collateral Documents), (ii) to take action with respect to the Collateral and Collateral Documents to perfect, maintain, and preserve Lenders’ Liens, and (iii) to execute instruments of release or to take other action necessary to release Liens upon any Collateral to the extent authorized in paragraph (f) hereof. This power of attorney shall be liberally, not restrictively, construed so as to give the greatest latitude to the Administrative Agent’s and Collateral Agent’s power, as attorney, relative to the Collateral matters described in this Section 9.03. The powers and authorities herein conferred on the Administrative Agent and Collateral Agent may be exercised by the Administrative Agent or Collateral Agent through any Person who, at the time of the execution of a particular instrument, is an officer of the Administrative Agent (or any Person acting on behalf of the Administrative Agent pursuant to a valid power of attorney) or is an officer of the Collateral Agent (or any Person acting on behalf of the Collateral Agent pursuant to a valid power of attorney). The power of attorney conferred by this Section 9.03(g) to the Administrative Agent and Collateral Agent is granted for valuable consideration and is coupled with an interest and is irrevocable so long as the Obligations, or any part thereof, shall remain unpaid or the Lenders are obligated to make any Borrowings under the Loan Documents.

Default; Collateral. (a) Upon the occurrence and continuance of a Default or Event of Default, the Lenders agree to promptly confer in order that Required Lenders or the Lenders, as the case may be, may agree upon a course of action for the enforcement of the rights of the Lenders; and the Administrative Agent shall be entitled to refrain from taking any action (without incurring any liability to any Person for so refraining) unless and until the Administrative Agent shall have received instructions from Required Lenders. All rights of action under the Loan Documents and all right to the Collateral, if any, hereunder may be enforced by the Administrative Agent and any suit or proceeding instituted by the Administrative Agent in furtherance of such enforcement shall be brought in its name as the Administrative Agent without the necessity of joining as plaintiffs or defendants any other Lender, and the recovery of any judgment shall be for the benefit of the Lenders (and, with respect to Lender Hedging Agreements, Affiliates, if applicable) subject to the expenses of the Administrative Agent. In actions with respect to any property of the Borrower or any other Obligor, the Administrative Agent is acting for the ratable benefit of each Lender (and, with respect to Lender Hedging Agreement, Affiliates, if applicable). Any and all agreements to subordinate (whether made heretofore or hereafter) other indebtedness or obligations of Borrower to the Obligations Obligation shall be construed as being for the ratable benefit of each Lender (and, with respect to Lender Hedging Agreement, Affiliates, if applicable). (b) Each Lender authorizes and directs the Administrative Agent to enter into the Collateral Documents on behalf of and for the benefit of the Lenders (and, with respect to Lender Hedging AgreementsAgreement, Affiliates, if applicable)(or if previously entered into, hereby ratifies the Administrative Agent’s previously entering into such agreements and Collateral Documentsapplicable). (c) . Except to the extent unanimity (or other percentage set forth in Section 10.1) is required hereunder, each Lender agrees that any action taken by the Required Lenders in accordance with the provisions of the Loan Documents, and the exercise by the Required Lenders of the power set forth herein or therein, together with such other powers as are reasonably incidental thereto, shall be authorized and binding upon all of the Lenders. (dc) The Administrative Agent is hereby authorized on behalf of all of the Lenders, without the necessity of any notice to or further consent from any Lender, from time to time to take any action with respect to any Collateral or Collateral Documents which may be necessary to perfect and maintain perfected the Liens upon the Collateral collateral granted pursuant to the Collateral Documents. (ed) The Administrative Agent shall have no obligation whatsoever to any Lender or to any other Person to assure that the Collateral exists or is owned by any Obligor or is cared for, protected, or insured or has been encumbered or that the Liens granted to the Administrative Agent herein or pursuant thereto have been properly or sufficiently or lawfully created, perfected, protected, or enforced, or are entitled to any particular priority, or to exercise at all or in any particular manner or under any duty of care, disclosure, or fidelity, or to continue exercising, any of the Rights granted or available to the Administrative Agent in this Section 9.03 or 9.8or in any of the Collateral Documents; it being understood and agreed that in respect of the Collateral, or any act, omission, or event related thereto, the Administrative Agent may any act in any manner it may deem appropriate, in its sole discretion, given the Administrative Agent’s own interest in the Collateral as one of the Lenders and that the Administrative Agent shall have no duty or liability whatsoever to any Lender, other than to act without gross negligence or willful misconduct. (fe) The Lenders hereby irrevocably authorize the Administrative Agent, at its option and in its discretion, to release any Lien granted to or held by the Administrative Agent upon any Collateral: (i) upon termination of the Commitments and payment and satisfaction of the Obligations; (ii) constituting property in which no Obligor owned an interest at the time the Lien was granted or at any time thereafter; (iiiii) constituting property leased to an Obligor under a lease which has expired or been terminated in a transaction permitted under the Loan Document or is about to expire and which has not been, and is not intended by such Obligor to be, renewed; and (iiiiv) consisting of an instrument evidencing Indebtedness pledged to the Administrative Agent (for the benefit of the Lenders), if the Indebtedness evidenced thereby has been paid in full. In addition; (v) upon the sale, transfer, or disposition of Collateral which is expressly permitted pursuant to the Lenders irrevocably authorize the Administrative Agent to release Liens upon Collateral Loan Documents; (vi) as contemplated in Section 10.01(c) 10.1(b); or (d), or vii) if approved, authorized, or ratified in writing by the requisite Lenders. Upon request by the Administrative Agent at any time, the Lenders will confirm in writing the Administrative Agent’s authority to release particular types or items of Collateral pursuant to this Section 9.039.8. (gf) In furtherance of the authorizations set forth in this Section 9.039.8, each Lender hereby irrevocably appoints the Administrative Agent its attorney-in-fact, with full power of substitution, for and on behalf of and in the name of each such Lender Lender, (i) to enter into Collateral Documents (including, without limitation, any appointments of substitute trustees under any Collateral Documents), (ii) to take action with respect to the Collateral and Collateral Documents to perfect, maintain, and preserve Lenders’ Liens, and (iii) to execute instruments of release or to take other action necessary to release Liens upon any Collateral to the extent authorized in paragraph (fe) hereof. This power of attorney shall be liberally, not restrictively, construed so as to give the greatest latitude to the Administrative Agent’s power, as attorney, relative to the Collateral matters described in this Section 9.039.8. The powers and authorities herein conferred on the Administrative Agent may be exercised by the Administrative Agent through any Person who, at the time of the execution of a particular instrument, is an officer of the Administrative Agent (or any Person acting on behalf of the Administrative Agent pursuant to a valid power of attorney)Agent. The power of attorney conferred by this Section 9.03(g9.8(f) to the Administrative Agent is granted for valuable consideration and is coupled with an interest and is irrevocable so long as the Obligations, or any part thereof, shall remain unpaid or the Lenders are obligated to make any Borrowings under the Loan Documents.

Default; Collateral. (a) Upon the occurrence and continuance of a Default or an Event of Default, the Lenders agree to promptly confer in order that Required Lenders or shall have the Lenders, as the case may be, may agree upon sole right to determine a course of action for the enforcement of the rights of the Lenders; , and the Administrative Agent shall be entitled to refrain from taking any action (without incurring any liability to any Person for so refraining) unless and until the Administrative Agent shall have received instructions from the Direction of the Required LendersLenders . All rights of action under the Loan Documents and all right rights to the Collateral, if any, hereunder may be enforced by the Administrative Agent (at the Direction of the Required Lenders) and any suit or proceeding instituted by the Administrative Agent in furtherance of such enforcement shall be brought in its name as the Administrative Agent without the necessity of joining as plaintiffs or defendants any other Lender, and the recovery of any judgment shall be for the benefit of the Lenders (and, with respect to Lender Hedging Agreements, Affiliates, if applicable) subject to the fees, expenses of and other amounts payable to the Administrative Agent. In actions with respect to any Collateral or other property or assets of the Borrower or any other Obligorof its Subsidiaries, the Administrative Agent is acting for the ratable benefit of each Lender (and, with respect to Lender Hedging Agreement, Affiliates, if applicable)Lender. Any and all agreements to subordinate (whether made heretofore or hereafter) other indebtedness Indebtedness or obligations of Borrower the Loan Parties to the Loans or the Obligations shall be construed as being for the ratable benefit of each Lender (and, with respect to Lender Hedging Agreement, Affiliates, if applicable)Lender. (ba) Each Lender authorizes and directs the Administrative Agent to enter into the Collateral Loan Documents to which it is a party on the date hereof on behalf of and for the benefit of the Lenders (and, with respect to Lender Hedging Agreements, Affiliates, if applicable)(or if previously entered into, hereby ratifies the Administrative Agent’s previously entering into such agreements and Collateral Documents)Lenders. (cb) Except to the extent unanimity (or other percentage set forth in Section 10.1) that the consent of such Lender is required hereunderunder Section 9.08, each Lender agrees that any action taken by the Administrative Agent or the Required Lenders in accordance with the provisions of the Loan Documents, and the exercise by the Administrative Agent or the Required Lenders of the power powers set forth herein or therein, together with such other powers as are reasonably incidental thereto, shall be authorized by and binding upon upon, all of the Lenders. (dc) The Administrative Agent is hereby authorized (but not obligated) on behalf of the Lenders, without the necessity of any notice to or further consent from any Lender, from time to time to take any action with respect to any property, Collateral or Collateral Loan Documents which may be necessary to create, perfect and maintain perfected the Liens upon the Collateral and the properties granted pursuant to the Collateral Loan Documents. (ed) The Administrative Agent shall not have no any obligation whatsoever to any Lender or to any other Person to assure that the Collateral exists or is owned (whether in fee or by any Obligor leasehold) by the Person purporting to own it or is cared for, protected, or insured or has been encumbered or that the Liens granted to the Administrative Agent herein or pursuant thereto to the Loan Documents have been properly or sufficiently or lawfully created, perfected, protected, protected or enforced, or are entitled to any particular priority, or to exercise at all or in any particular manner or under any duty of care, disclosure, disclosure or fidelity, or to continue exercising, any of the Rights rights granted or available to the Administrative Agent in this Section 9.03 or in any of the Collateral Loan Documents; it being understood and agreed that IT BEING UNDERSTOOD AND AGREED THAT IN RESPECT OF THE LOAN OR ANY LOAN DOCUMENT, OR ANY ACT, OMISSION OR EVENT RELATED THERETO, THE ADMINISTRATIVE AGENT AND ITS RELATED PARTIES SHALL NOT HAVE ANY DUTY OR LIABILITY WHATSOEVER WITH RESPECT TO ANY LOAN OR THE LOAN DOCUMENTS TO ANY PERSON IN THE ABSENCE OF ITS OWN GROSS NEGLIGENCE OR WILLFUL MISCONDUCT AS DETERMINED BY A COURT OF COMPETENT JURISDICTION IN A FINAL AND NON-APPEALABLE JUDGMENT; provided that, no action taken or not taken in respect accordance with the direction of the CollateralRequired Lenders (or such other number or percentage of the Lenders as shall be necessary, or any act, omission, as the Administrative Agent shall believe in good faith shall be necessary) shall be deemed to constitute gross negligence or event related theretowillful misconduct of the Administrative Agent. Notwithstanding anything contained in the Loan Documents or otherwise to the contrary, the Administrative Agent may act shall not have any duty to (i) file or prepare any financing or continuation statements or record any documents or instruments in any manner it may deem appropriatepublic office for purposes of creating, perfecting or maintaining any Lien or security interest created under the Loan Documents; (ii) take any necessary steps to preserve rights against any parties with respect to any Collateral; or (iii) take any action to protect against any diminution in its sole discretion, given the Administrative Agent’s own interest in the Collateral as one value of the Lenders and that the Administrative Agent shall have no duty or liability whatsoever to any Lender, other than to act without gross negligence or willful misconductCollateral. (fe) The Lenders hereby irrevocably authorize the Administrative Agent, at its option and in its discretion, Agent to release any Lien granted to or held by the Administrative Agent upon any Collateral: (i) upon the payment in full of the Obligations (other than contingent obligations for which no claim has been asserted) and termination of the Commitments; (ii) constituting property being sold or disposed of to a Person that is not a Loan Party if any Loan Party certifies in an officer’s certificate of such Loan Party to the Administrative Agent that the sale or disposition is permitted under this Agreement (and the Administrative Agent may rely conclusively on any such certificate, without further inquiry); (iii) constituting property in which no Obligor Loan Party owned an interest at the time the Lien was granted or at any time thereafterthereafter if any Loan Party certifies in an officer’s certificate of such Loan Party to the Administrative Agent, of such fact (and the Administrative Agent may rely conclusively on any such certificate, without further inquiry); (iiiv) constituting property leased to an Obligor any Loan Party under a lease which has expired or been terminated in a transaction permitted under the Loan Document Documents or is about to expire and which has not been, and is not intended by such Obligor the Loan Parties to be, renewed; and or (iiiv) consisting of an instrument or other possessory loan evidencing Indebtedness or other obligations pledged to the Administrative Agent (for the benefit of the Lenders), if the Indebtedness or obligations evidenced thereby has been paid in fullfull or otherwise superseded. In addition, the Lenders irrevocably authorize the Administrative Agent to release Liens upon the Collateral as otherwise contemplated herein and in Section 10.01(c) or (d), or the other Loan Documents if approved, authorized, or ratified in writing approved and authorized by the requisite LendersLenders in accordance with Section 9.08. Upon request by the Administrative Agent at any time, the Lenders will confirm in writing the Administrative Agent’s authority authority, and will direct the Administrative Agent, to release particular types or items of the Collateral pursuant to this Section 9.03and the Administrative Agent shall be entitled to conclusively rely, and shall be fully protected in so relying, upon the authorization of the Lenders. In the absence of such authorization, the Administrative Agent shall be entitled to refrain from granting any release under this Section. (gf) In furtherance of the authorizations set forth in this Section 9.03Section, each Lender hereby irrevocably appoints the Administrative Agent as its attorney-in-fact, with full power of substitution, for and on behalf of and in the name of each such Lender (i) to enter into Collateral Documents (including, without limitation, any appointments of substitute trustees under any Collateral Loan Documents), (ii) to take action with respect to the Collateral and Collateral Loan Documents to create, perfect, maintain, maintain and preserve Lenders’ Liensthe Administrative Agent’s Liens therein, and (iii) to execute instruments of release or to take other action necessary to release Liens upon any Collateral Loan or to release any Guarantor to the extent authorized herein or in paragraph (f) hereofthe other Loan Documents. This power of attorney shall be liberally, not restrictively, construed so as to give the greatest latitude to the Administrative Agent’s power, as attorney, relative to the Collateral matters described in this Section 9.03Section. The powers and authorities herein conferred on the Administrative Agent may be exercised by the Administrative Agent through any Person who, at the time of the execution of a particular instrument, is an officer of the Administrative Agent (or any Person acting on behalf of the Administrative Agent pursuant to a valid power of attorney). The power of attorney conferred by this Section 9.03(g) to the Administrative Agent is granted for valuable consideration and is coupled with an interest and is irrevocable so long as the Obligations, or any part thereof, shall remain unpaid or the Lenders are obligated to make any Borrowings Loan under the Loan Documents.

Default; Collateral. (a) Upon the occurrence and continuance of a Default or Event of Default, the Lenders agree to promptly confer in order that Required the Majority Lenders or the Lenders, as the case may be, may agree upon a course of action for the enforcement of the rights of the Lenders; and the Administrative Agent shall be entitled to refrain from taking any action (without incurring any liability to any Person for so refraining) unless and until the Administrative Agent shall have received instructions from Required the Majority Lenders or the Lenders, as the case may be. All rights of action under the Loan Documents and all right to the Collateral, if any, hereunder may be enforced by the Administrative Agent and any suit or proceeding instituted by the Administrative Agent in furtherance of such enforcement shall be brought in its name as the Administrative Agent without the necessity of joining as plaintiffs or defendants any other Lender, and the recovery of any judgment shall be for the benefit of the Lenders (and, with respect to Lender Hedging AgreementsSecured Swap Agreements and Bank Products, Affiliates, if applicable) subject to the expenses of the Administrative Agent. In actions with respect to any property Property of the Borrower or any other ObligorRestricted Subsidiary, the Administrative Agent is acting for the ratable benefit of each Lender (and, with respect to Lender Hedging AgreementSecured Swap Agreements and Bank Products, Affiliates, if applicable). Any and all agreements to subordinate (whether made heretofore or hereafter) other indebtedness or obligations of Borrower to the Obligations Indebtedness shall be construed as being for the ratable benefit of each Lender (and, with respect to Lender Hedging AgreementSecured Swap Agreements and Bank Products, Affiliates, if applicable). (b) Each Lender authorizes and directs the Administrative Agent to enter into the Collateral Documents Security Instruments on behalf of and for the benefit of the Lenders (and, with respect to Lender Hedging AgreementsSecured Swap Agreements and Bank Products, Affiliates, if applicable)(or if previously entered into, hereby ratifies the Administrative Agent’s (or any predecessor administrative agent’s) previously entering into such agreements and Collateral DocumentsSecurity Instruments). (c) Except to the extent unanimity (or other percentage set forth in Section 10.112.02) is required hereunder, each Lender agrees that any action taken by the Required Majority Lenders in accordance with the provisions of the Loan Documents, and the exercise by the Required Majority Lenders of the power set forth herein or therein, together with such other powers as are reasonably incidental thereto, shall be authorized and binding upon all of the Lenders. (d) The Administrative Agent is hereby authorized on behalf of the Lenders, without the necessity of any notice to or further consent from any Lender, from time to time to take any action with respect to any Collateral or Collateral Documents Security Instruments which may be necessary to perfect and maintain perfected the Liens upon the Collateral granted pursuant to the Collateral DocumentsSecurity Instruments. (e) The Administrative Agent shall not have no any obligation whatsoever to any Lender or to any other Person to assure that the Collateral exists or is owned (whether in fee or by any Obligor leasehold) by the Person purporting to own it or is cared for, protected, or insured or has been encumbered or that the Liens granted to the Administrative Agent (or any predecessor administrative agent) herein or pursuant thereto have been properly or sufficiently or lawfully created, perfected, protected, or enforced, or are entitled to any particular priority, or to exercise at all or in any particular manner or under any duty of care, disclosure, or fidelity, or to continue exercising, any of the Rights rights granted or available to the Administrative Agent in this Section 9.03 11.03 or in any of the Collateral DocumentsSecurity Instruments; it being understood and agreed that in respect of the CollateralIT BEING UNDERSTOOD AND AGREED THAT IN RESPECT OF THE COLLATERAL, or any actOR ANY ACT, omissionOMISSION, or event related theretoOR EVENT RELATED THERETO, the Administrative Agent may act in any manner it may deem appropriateTHE ADMINISTRATIVE AGENT MAY ACT IN ANY MANNER IT MAY DEEM APPROPRIATE, in its sole discretionIN ITS SOLE DISCRETION, given the Administrative Agent’s own interest in the Collateral as one of the Lenders and that the Administrative Agent shall have no duty or liability whatsoever to any LenderGIVEN THE ADMINISTRATIVE AGENT’S OWN INTEREST IN THE COLLATERAL AS ONE OF THE LENDERS AND THAT THE ADMINISTRATIVE AGENT SHALL HAVE NO DUTY OR LIABILITY WHATSOEVER TO ANY LENDER (AND, other than to act without gross negligence or willful misconductWITH RESPECT TO SECURED SWAP AGREEMENTS AND BANK PRODUCTS, AFFILIATES), OTHER THAN TO ACT WITHOUT GROSS NEGLIGENCE OR WILLFUL MISCONDUCT. (f) The Lenders hereby irrevocably authorize the Administrative Agent, at its option and in its discretion, to release any Lien granted to or held by the Administrative Agent upon any Collateral: (iA) constituting property in which no Obligor neither Borrower nor any Restricted Subsidiary owned an interest at the time the Lien was granted or at any time thereafter; (iiB) constituting property leased to an Obligor the Borrower or a Restricted Subsidiary under a lease which has expired or been terminated in a transaction permitted under the Loan Document Documents or is about to expire and which has not been, and is not intended by the Borrower or such Obligor Restricted Subsidiary to be, renewed; and or (iiiC) consisting of an instrument or other possessory collateral evidencing Indebtedness Debt or other obligations pledged to the Administrative Agent (for the benefit of the Lenders), if the Indebtedness Debt or obligations evidenced thereby has been paid in fullfull or otherwise superseded. In addition, the Lenders irrevocably authorize the Administrative Agent to release Liens upon Collateral and to release any Guarantor from the Guaranty Agreement as contemplated herein and in Section 10.01(c) or (d)the other Loan Documents, or if approved, authorized, or ratified in writing by the requisite Lenders. Upon request by the Administrative Agent at any time, the Lenders will confirm in writing the Administrative Agent’s authority to release particular types or items of Collateral pursuant to this Section 9.0311.03. (g) In furtherance of the authorizations set forth in this Section 9.0311.03, each Lender hereby irrevocably appoints the Administrative Agent its attorney-in-fact, with full power of substitution, for and on behalf of and in the name of each such Lender (i) to enter into Collateral Documents Security Instruments (including, without limitation, any appointments of substitute trustees under any Collateral DocumentsSecurity Instruments), (ii) to take action with respect to the Collateral and Collateral Documents Security Instruments to perfect, maintain, and preserve the Lenders’ Liens, and (iii) to execute instruments of release or to take other action necessary to release Liens upon any Collateral to the extent authorized herein or in paragraph (f) hereofthe other Loan Documents. This power of attorney shall be liberally, not restrictively, construed so as to give the greatest latitude to the Administrative Agent’s power, as attorney, relative to the Collateral matters described in this Section 9.0311.03. The powers and authorities herein conferred on the Administrative Agent may be exercised by the Administrative Agent through any Person who, at the time of the execution of a particular instrument, is an officer of the Administrative Agent (or any Person acting on behalf of the Administrative Agent pursuant to a valid power of attorney). The power of attorney conferred by this Section 9.03(g11.03(g) to the Administrative Agent is granted for valuable consideration and is coupled with an interest and is irrevocable so long as the ObligationsIndebtedness, or any part thereof, shall remain unpaid or the Lenders are obligated to make any Borrowings Loan or issue any Letter of Credit under the Loan Documents.

Default; Collateral. (a) Upon the occurrence and continuance of a Default or Event of Default, the Lenders agree to promptly confer in order that Required Lenders or the necessary Lenders, as the case may be, may agree upon a course of action for the enforcement of the rights Rights of the Lenders; and the Administrative Agent shall be entitled to refrain from taking any action (without incurring any liability to any Person for so refraining) unless and until the Administrative Agent shall have received instructions from Required Lenders. All rights Rights of action under the Loan Documents and all right Rights to the Collateral, if any, hereunder may be enforced by the Administrative Agent and any suit or proceeding instituted by the Administrative Agent in furtherance of such enforcement shall be brought in its name as the Administrative Agent without the necessity of joining as plaintiffs or defendants any other Lender, and the recovery of any judgment shall be for the benefit of the Lenders (and, with respect to Lender Hedging Agreements, Affiliates, if applicable) subject to the expenses of the Administrative Agent. In actions with respect to any property of the Borrower or any other ObligorBorrower, the Administrative Agent is acting for the ratable benefit of each Lender (and, with respect to Lender Hedging Agreement, Affiliates, if applicable)Lender. Any and all agreements to subordinate (whether made heretofore or hereafter) other indebtedness or obligations of Borrower to the Obligations Obligation shall be construed as being for the ratable benefit of each Lender (and, with respect to Lender Hedging Agreement, Affiliates, if applicable)Lender. (b) Each Lender authorizes and directs the Administrative Agent to enter into the Collateral Documents on behalf of and for the benefit of the Lenders (and, with respect to Lender Hedging Agreements, Affiliates, if applicable)(or if previously entered into, hereby ratifies the Administrative Agent’s previously entering into such agreements and Collateral Documents). (c) Lenders. Except to the extent unanimity (or other percentage set forth in Section 10.1SECTION 13.11) is required hereunder, each Lender agrees that any action taken by the Required Lenders in accordance with the provisions of the Loan Documents, and the exercise by the Required Lenders of the power powers set forth herein or therein, together with such other powers as are reasonably incidental thereto, shall be authorized and binding upon all of the Lenders. (dc) The Administrative Agent is hereby authorized on behalf of all of the Lenders, without the necessity of any notice to or further consent from any Lender, from time to time to take any action with respect to any Collateral or Collateral Documents which may be necessary to perfect and maintain perfected the Liens upon the Collateral granted pursuant to the Collateral Documents. (ed) The Administrative Agent shall have no obligation whatsoever to any Lender or to any other Person to assure that the Collateral exists or is owned by any Obligor Company or is cared for, protected, or insured or has been encumbered or that the Liens granted to the Administrative Agent herein or pursuant thereto hereto have been properly or sufficiently or lawfully created, perfected, protected, or enforced, or are entitled to any particular priority, or to exercise at all or in any particular manner or under any duty of care, disclosure, or fidelity, or to continue exercising, any of the Rights granted or available to the Administrative Agent in this Section 9.03 SECTION 12.6 or in any of the Collateral Documents; it being understood and agreed that in respect of the Collateral, or any act, omission, or event related thereto, the Administrative Agent may act in any manner it may deem appropriate, in its sole discretion, given the Administrative Agent’s 's own interest in the Collateral as one of the Lenders and that the Administrative Agent shall have no duty or liability whatsoever to any Lender, other than to act without gross negligence or willful misconduct. (fe) The Lenders hereby irrevocably authorize the Administrative Agent, at its option and in its discretion, to release any Lien granted to or held by the Administrative Agent upon any Collateral: (i) upon termination of the Total Commitment and payment and satisfaction of the Obligation; (ii) constituting property in which no Obligor Company owned an interest at the time the Lien was granted or at any time thereafter; (iiiii) constituting property leased to an Obligor a Company under a lease which has expired or been terminated in a transaction permitted under the Loan Document or is about to expire and which has not been, and is not intended by such Obligor Company to be, renewed; and (iiiiv) consisting of an instrument evidencing Indebtedness Debt pledged to the Administrative Agent (for the benefit of the Lenders), if the Indebtedness Debt evidenced thereby has been paid in full. In addition; (v) upon the sale, transfer, or disposition of Collateral which is expressly permitted pursuant to the Lenders irrevocably authorize the Administrative Agent to release Liens upon Collateral Loan Documents, including, without limitation, under SECTION 9.23; (vi) as contemplated in Section 10.01(c) SECTION 6.3; or (d), or vii) if approved, authorized, or ratified in writing by the requisite all necessary Lenders. Upon request by the Administrative Agent at any time, the Lenders will confirm in writing the Administrative Agent’s authority to release particular types or items of Collateral pursuant to this Section 9.03. (g) In furtherance of the authorizations set forth in this Section 9.03, each Lender hereby irrevocably appoints the Administrative Agent its attorney-in-fact, with full power of substitution, for and on behalf of and in the name of each such Lender (i) to enter into Collateral Documents (including, without limitation, any appointments of substitute trustees under any Collateral Documents), (ii) to take action with respect to the Collateral and Collateral Documents to perfect, maintain, and preserve Lenders’ Liens, and (iii) to execute instruments of release or to take other action necessary to release Liens upon any Collateral to the extent authorized in paragraph (f) hereof. This power of attorney shall be liberally, not restrictively, construed so as to give the greatest latitude to the Administrative Agent’s power, as attorney, relative to the Collateral matters described in this Section 9.03. The powers and authorities herein conferred on the Administrative Agent may be exercised by the Administrative Agent through any Person who, at the time of the execution of a particular instrument, is an officer of the Administrative Agent (or any Person acting on behalf of the Administrative Agent pursuant to a valid power of attorney). The power of attorney conferred by this Section 9.03(g) to the Administrative Agent is granted for valuable consideration and is coupled with an interest and is irrevocable so long as the Obligations, or any part thereof, shall remain unpaid or the Lenders are obligated to make any Borrowings under the Loan Documents.

Default; Collateral. (a) Upon the occurrence and continuance of a Default or Event of Default, the Lenders agree to promptly confer in order that Required Lenders or the Lenders, as the case may be, may agree upon a course of action for the enforcement of the rights Rights of the Lenders; and the Administrative Agent shall be entitled to refrain from taking any action (without incurring any liability to any Person for so refraining) unless UNLESS and until the Administrative Agent shall have received instructions from Required Lenders. All rights Rights of action under the Loan Documents and all right Rights to the Collateral, if any, hereunder may be enforced by the Administrative Agent and any suit or proceeding instituted by the Administrative Agent in furtherance of such enforcement shall be brought in its name as the Administrative Agent without the necessity of joining as plaintiffs or defendants any other Lender, and the recovery of any judgment shall be for the benefit of the Lenders (and, with respect to Lender Hedging Agreements, Affiliates, if applicable) subject to the expenses of the Administrative Agent. In actions with respect to any property of the Borrower or any other ObligorBorrower, the Administrative Agent is acting for the ratable benefit of each Lender (and, with respect to Lender Hedging Agreement, Affiliates, if applicable)Lender. Any and all agreements to subordinate (whether made heretofore or hereafter) other indebtedness or obligations of Borrower to the Obligations Obligation shall be construed as being for the ratable benefit of each Lender (and, with respect to Lender Hedging Agreement, Affiliates, if applicable). (b) Lender. Each Lender authorizes and directs the Administrative Agent to enter into the Collateral Documents on behalf of and for the benefit of the Lenders (and, with respect to Lender Hedging Agreements, Affiliates, if applicable)(or if previously entered into, hereby ratifies the Administrative Agent’s previously entering into such agreements and Collateral Documents). (c) Except Lenders. EXCEPT to the extent unanimity (or other percentage set forth in Section 10.1SECTION 13.11) is required hereunder, each Lender agrees that any action taken by the Required Lenders in accordance with the provisions of the Loan Documents, and the exercise by the Required Lenders of the power powers set forth herein or therein, together with TOGETHER WITH such other powers as are reasonably incidental thereto, shall be authorized and binding upon all of the Lenders. (d) The . Administrative Agent is hereby authorized on behalf of all of the Lenders, without the necessity of any notice to or further consent from any Lender, from time to time to take any action with respect to any Collateral or Collateral Documents which may be necessary to perfect and maintain perfected the Liens upon the Collateral granted pursuant to the Collateral Documents. (e) The . Administrative Agent shall have no obligation whatsoever to any Lender or to any other Person to assure that the Collateral exists or is owned by any Obligor Company or is cared for, protected, or insured or has been encumbered or that the Liens granted to the Administrative Agent herein or pursuant thereto hereto have been properly or sufficiently or lawfully created, perfected, protected, or enforced, or are entitled to any particular priority, or to exercise at all or in any particular manner or under any duty of care, disclosure, or fidelity, or to continue exercising, any of the Rights granted or available to the Administrative Agent in this Section 9.03 SECTION 12.6 or in any of the Collateral Documents; it being understood IT BEING UNDERSTOOD and agreed that in respect of the Collateral, or any act, omission, or event related thereto, the Administrative Agent may act in any manner it may deem appropriate, in its sole discretion, given the Administrative Agent’s 's own interest in the Collateral as one of the Lenders and that the Administrative Agent shall have no duty or liability whatsoever to any Lender, other than OTHER THAN to act without gross negligence or willful misconduct. (f) The . Lenders hereby irrevocably authorize the Administrative Agent, at its option and in its discretion, to release any Lien granted to or held by the Administrative Agent upon any Collateral: (i) upon termination of the Total Commitment and payment and satisfaction of the Obligation; (ii) constituting property in which no Obligor Company owned an interest at the time the Lien was granted or at any time thereafter; (iiiii) constituting property leased to an Obligor a Company under a lease which has expired or been terminated in a transaction permitted under the Loan Document or is about to expire and which has not been, and is not intended by such Obligor Company to be, renewed; and (iiiiv) consisting of an instrument evidencing Indebtedness Debt pledged to the Administrative Agent (for the benefit of the Lenders), if the Indebtedness Debt evidenced thereby has been paid in full. In addition; (v) upon the sale, transfer, or disposition of Collateral which is expressly permitted pursuant to the Lenders irrevocably authorize the Administrative Agent to release Liens upon Collateral Loan Documents, including, without limitation, under SECTION 9.23; (vi) as contemplated in Section 10.01(c) SECTION 6.4; or (d), or vii) if approved, authorized, or ratified in writing by the requisite all necessary Lenders. Upon request by the Administrative Agent at any time, the Lenders will confirm in writing the Administrative Agent’s 's authority to release particular types or items of Collateral pursuant to this Section 9.03SECTION 12.6. (g) In furtherance of the authorizations set forth in this Section 9.03, each Lender hereby irrevocably appoints the Administrative Agent its attorney-in-fact, with full power of substitution, for and on behalf of and in the name of each such Lender (i) to enter into Collateral Documents (including, without limitation, any appointments of substitute trustees under any Collateral Documents), (ii) to take action with respect to the Collateral and Collateral Documents to perfect, maintain, and preserve Lenders’ Liens, and (iii) to execute instruments of release or to take other action necessary to release Liens upon any Collateral to the extent authorized in paragraph (f) hereof. This power of attorney shall be liberally, not restrictively, construed so as to give the greatest latitude to the Administrative Agent’s power, as attorney, relative to the Collateral matters described in this Section 9.03. The powers and authorities herein conferred on the Administrative Agent may be exercised by the Administrative Agent through any Person who, at the time of the execution of a particular instrument, is an officer of the Administrative Agent (or any Person acting on behalf of the Administrative Agent pursuant to a valid power of attorney). The power of attorney conferred by this Section 9.03(g) to the Administrative Agent is granted for valuable consideration and is coupled with an interest and is irrevocable so long as the Obligations, or any part thereof, shall remain unpaid or the Lenders are obligated to make any Borrowings under the Loan Documents.

Default; Collateral. (a) Upon the occurrence and continuance of a Default or Event of Default, the Lenders agree to promptly confer in order that the Required Lenders or the Lenders, as the case may be, may agree upon a course of action for the enforcement of the rights of the Lenders; and the Administrative Agent Agents shall be entitled to refrain from taking any action (without incurring any liability to any Person for so refraining) unless and until the Administrative such Agent shall have received instructions from the Required Lenders or the Lenders, as the case may be. All rights of action under the Loan Documents and all right to the CollateralMortgaged Properties, if any, hereunder may be enforced by the Administrative Agent Agents and any suit or proceeding instituted by the Administrative Agent Agents in furtherance of such enforcement shall be brought in its name as the Administrative either Agent without the necessity of joining as plaintiffs or defendants any other Lender, and the recovery of any judgment shall be for the benefit of the Lenders (and, with respect to Lender Hedging Agreements, Affiliates, if applicable) subject to the expenses of the Administrative AgentAgents. In actions with respect to any property Property of the Borrower or any other ObligorRestricted Subsidiary, the Administrative Agent is Agents are acting for the ratable benefit of each Lender (and, with respect to Lender Hedging Agreement, Affiliates, if applicable)Lender. Any and all agreements to subordinate (whether made heretofore or hereafter) other indebtedness or obligations of Borrower to the Obligations Indebtedness shall be construed as being for the ratable benefit of each Lender (and, with respect to Lender Hedging Agreement, Affiliates, if applicable)Lender. (b) Each Lender authorizes and directs the Administrative Collateral Agent to enter into the Collateral Documents Security Instruments on behalf of and for the benefit of the Lenders Secured Creditors (and, with respect to Lender Hedging Agreements, Affiliates, if applicable)(or or if previously entered into, hereby ratifies the Administrative Collateral Agent’s (or any predecessor administrative agent’s) previously entering into such agreements and Collateral DocumentsSecurity Instruments). (c) Except to the extent unanimity (or other percentage set forth in Section 10.112.02) is required hereunder, each Lender agrees that any action taken by the Required Lenders in accordance with the provisions of the Loan Documents, and the exercise by the Required Lenders of the power set forth herein or therein, together with such other powers as are reasonably incidental thereto, shall be authorized and binding upon all of the Lenders. (d) The Administrative Collateral Agent is hereby authorized on behalf of the Lenders, without the necessity of any notice to or further consent from any Lender, from time to time to take any action with respect to any Collateral Mortgaged Property or Collateral Documents Security Instruments which may be necessary to perfect and maintain perfected the Liens upon the Collateral Mortgaged Properties granted pursuant to the Collateral Documents. (e) The Administrative Security Instruments. Neither Agent shall have no any obligation whatsoever to any Lender or to any other Person to assure that the Collateral Mortgaged Property exists or is owned (whether in fee or by any Obligor leasehold) by the Person purporting to own it or is cared for, protected, or insured or has been encumbered or that the Liens granted to the Administrative Collateral Agent (or any predecessor administrative agent) herein or pursuant thereto have been properly or sufficiently or lawfully created, perfected, protected, or enforced, or are entitled to any particular priority, or to exercise at all or in any particular manner or under any duty of care, disclosure, or fidelity, or to continue exercising, any of the Rights rights granted or available to the Administrative Agent in this Section 9.03 11.03 or in any of the Collateral DocumentsSecurity Instruments; it being understood and agreed that in respect of the CollateralIT BEING UNDERSTOOD AND AGREED THAT IN RESPECT OF THE MORTGAGED PROPERTY, or any actOR ANY ACT, omissionOMISSION, or event related theretoOR EVENT RELATED THERETO, the Administrative Agent may act in any manner it may deem appropriateTHE AGENTS MAY ACT IN ANY MANNER IT MAY DEEM APPROPRIATE, in its sole discretionIN ITS SOLE DISCRETION, given the Administrative Agent’s own interest in the Collateral as one of the Lenders and that the Administrative Agent shall have no duty or liability whatsoever to any LenderGIVEN SUCH AGENT’S OWN INTEREST IN THE MORTGAGED PROPERTY AS ONE OF THE LENDERS AND THAT NEITHER AGENT SHALL HAVE ANY DUTY OR LIABILITY WHATSOEVER TO ANY LENDER, other than to act without gross negligence or willful misconductOTHER THAN TO ACT WITHOUT GROSS NEGLIGENCE OR WILLFUL MISCONDUCT AS DETERMINED BY A FINAL, NONAPPEALABLE JUDGMENT OF A COURT OF COMPETENT JURISDICTION. (fe) The Lenders hereby irrevocably authorize the Administrative AgentAgents, at its option and in its discretion, to release any Lien granted to or held by the Administrative Agent Agents upon any CollateralMortgaged Property: (i) constituting property in which no Obligor neither Borrower nor any Restricted Subsidiary owned an interest at the time the Lien was granted or at any time thereafter; (ii) constituting property leased to an Obligor the Borrower or a Restricted Subsidiary under a lease which has expired or been terminated in a transaction permitted under the Loan Document Documents or is about to expire and which has not been, and is not intended by the Borrower or such Obligor Restricted Subsidiary to be, renewed; and or (iii) consisting of an instrument or other possessory collateral evidencing Indebtedness Debt or other obligations pledged to the Administrative either Agent (for the benefit of the Secured Creditors or the Lenders), if the Indebtedness Debt or obligations evidenced thereby has been paid in fullfull or otherwise superseded. In addition, the Lenders irrevocably authorize the Administrative Agent Agents to release Liens upon Collateral Mortgaged Property as contemplated herein and in Section 10.01(c) or (d)the other Loan Documents, or if approved, authorized, or ratified in accordance with Section 12.02 in writing by the requisite number or percentage Lenders. Upon request by the Administrative either Agent at any time, the Lenders will confirm in writing the Administrative such Agent’s authority to release particular types or items of Collateral Mortgaged Property pursuant to this Section 9.0311.03. (gf) In furtherance of the authorizations set forth in this Section 9.0311.03, each Lender hereby irrevocably appoints the Administrative each Agent as its attorney-in-fact, with full power of substitution, for and on behalf of and in the name of each such Lender (i) to enter into Collateral Documents Security Instruments (including, without limitation, any appointments of substitute trustees under any Collateral DocumentsSecurity Instruments), (ii) to take action with respect to the Collateral Mortgaged Property and Collateral Documents Security Instruments to perfect, maintain, and preserve the Lenders’ Liens, and (iii) to execute instruments of release or to take other action necessary to release Liens upon any Collateral Mortgaged Property to the extent authorized herein or in paragraph (f) hereofthe other Loan Documents. This power of attorney shall be liberally, not restrictively, construed so as to give the greatest latitude to the Administrative each Agent’s power, as attorney, relative to the Collateral Mortgaged Property matters described in this Section 9.0311.03. The powers and authorities herein conferred on the Administrative each Agent may be exercised by the Administrative such Agent through any Person who, at the time of the execution of a particular instrument, is an officer of the Administrative such Agent (or any Person acting on behalf of the Administrative such Agent pursuant to a valid power of attorney). The power of attorney conferred by this Section 9.03(g11.03(f) to the Administrative Agent Agents is granted for valuable consideration and is coupled with an interest and is irrevocable so long as the ObligationsIndebtedness, or any part thereof, shall remain unpaid or the Lenders are obligated to make any Borrowings under the Loan Documentsunpaid.