nanced with the proceeds of the Term Loans and evidencing the confirmation of the acceptance by the Company of the Special Membership Interests and the Special Non-Voting Shares, subject to the terms and conditions set forth in the Third A&R LLC Agreement, the LLC Agreement Amendment and the A&R MAAs; and WHEREAS, the Manag

d hereby is, authorized, dileat. and empowered to take all actions to confirm the acceptance by the Company of the Special Membership Interests and the Special Non-Voting Shares as set forth in the Third A&R LLC Agreement as such Responsible Officer may consider necessary, appropriate or advisable to confirm the acceptance