Collateral Agent May Perform. The Collateral Agent shall from time to time take such action (at the written direction of the Administrative Agent or the Required Lenders) for the maintenance, preservation or protection of any of the Collateral or of its security interest therein and the Administrative Agent may direct the Collateral Agent in writing to take any action incidental thereto; provided that with respect to actions which are incidental to the actions specifically delegated to the

Collateral Agent May Perform. Thehereunder, the Collateral Agent shall not be required to take any such incidental action hereunder, but shall be required to act or to refrain from time to time take such action (atacting (and shall be fully protected in acting or refraining from acting) upon the written direction of the Administrative Agent; provided further that.in each case the Collateral Agent shall have no obligation to take any such action in the absence of such direction and shall have no obligation to comply with any such direction if it reasonably believes that the same # is contrary to Applicable Law or # is reasonably likely to subject the Collateral Agent to any loss, liability, cost or expense, unless the Administrative Agent or the Required Lenders) forLenders, as the maintenance, preservation or protection of any of the Collateral or of its security interest therein and the Administrative Agentcase may directbe, issuing such instruction make provision reasonably satisfactory to the Collateral Agent in writing to take any action incidental thereto; provided that with respect to actions which are incidental to the actions specifically delegated to the for payment of same.

Collateral Agent May Perform. The CollateralAdministrative Agent shall from timealso act as the “collateral agent” under the Loan Documents, and each of the Lenders (including in its capacities as a potential Swap Bank and a potential Cash Management Bank) and the L/C Issuer hereby irrevocably appoints and authorizes the Administrative Agent to time takeact as the agent of such action (atLender and the writtenL/C Issuer for purposes of acquiring, holding and enforcing any and all Liens on Collateral granted by any of the Loan Parties to secure any of the Obligations, together with such powers and discretion as are reasonably incidental thereto. In this connection, the Administrative Agent, as “collateral agent” and any co-agents, sub-agents and attorneys-in-fact appointed by the Administrative Agent pursuant to [Section 9.05] for purposes of holding or enforcing any Lien on the Collateral (or any portion thereof) granted under the Collateral Documents, or for exercising any rights and remedies thereunder at the direction of the Administrative Agent orAgent), shall be entitled to the Required Lenders) forbenefits of all provisions of this ARTICLE IX and ARTICLE X (including [Section 10.04(c)], as though such co-agents, sub-agents and attorneys-in-fact were the maintenance, preservation or protection of any of“collateral agent” under the Collateral or of its security interest therein and the Administrative Agent may direct the Collateral AgentLoan Documents) as if set forth in writing to take any action incidental thereto; provided thatfull herein with respect to actions which are incidental to the actions specifically delegated to thethereto.

Collateral Agent May Perform.Agent. The CollateralAdministrative Agent shall from timealso act as the “collateral agent” under the Loan Documents, and each of the Lenders (including in its capacities as a potential Hedge Bank and a potential Cash Management Bank) and the L/C Issuer hereby irrevocably appoints and authorizes the Administrative Agent to time takeact as the agent of such action (atLender and the writtenL/C Issuer for purposes of acquiring, holding and enforcing any and all Liens on Collateral granted by any of the Loan Parties to secure any of the Secured Obligations, together with such powers and discretion as are reasonably incidental thereto. In this connection, the Administrative Agent, as “collateral agent” and any co-agents, sub-agents and attorneys-in-fact appointed by the Administrative Agent pursuant to Section 9.05 for purposes of holding or enforcing any Lien on the Collateral (or any portion thereof) granted under the Collateral Documents, or for exercising any rights and remedies thereunder at the direction of the Administrative Agent orAgent, shall be entitled to the Required Lenders) forbenefits of all provisions of this Article IX and Article XI (including Section 11.04(c), as though such co-agents, sub-agents and attorneys-in-fact were the maintenance, preservation or protection of any of“collateral agent” under the Collateral or of its security interest therein and the Administrative Agent may direct the Collateral AgentLoan Documents) as if set forth in writing to take any action incidental thereto; provided thatfull herein with respect to actions which are incidental to the actions specifically delegated to the thereto.

Collateral Agent May Perform. The CollateralAdministrative Agent shall from time to time take such action (atalso act as the written direction“collateral agent” under the Loan Documents, and each of the Lenders (including for itself and its Affiliates in their capacities as potential Bank Product Providers) and L/C Issuer hereby irrevocably appoints and authorizes Administrative Agent orto act as the Required Lenders)agent of such Lender and L/C Issuer for the maintenance, preservation or protectionpurposes of acquiring, holding and enforcing any and all Liens on Collateral granted by any of the Collateral orObligated Parties to secure any of its security interest thereinthe Obligations, together with such powers and thediscretion as are reasonably incidental thereto. In this connection, Administrative Agent, as “collateral agent” and any co-agents, sub-agents and attorneys-in-fact appointed by Administrative Agent may directpursuant to Section 11.5 for purposes of holding or enforcing any Lien on the Collateral Agent(or any portion thereof) granted under the Security Documents, or for exercising any rights and remedies thereunder at the direction of Administrative Agent, shall be entitled to the benefits of all provisions of this Article 11 and Article 12 (including [Section 12.1(b)], as though such co-agents, sub-agents and attorneys-in-fact were the “collateral agent” under the Loan Documents) as if set forth in writing to take any action incidental thereto; provided thatfull herein with respect to actions which are incidental to the actions specifically delegated to the thereto.

Collateral Agent May Perform. The CollateralAdministrative Agent shall from time to time take such action (atalso act as the written direction“collateral agent” under the Loan Documents, and each of the Lenders (including for itself and its Affiliates in their capacities as potential Bank Product Providers) and L/C Issuer hereby irrevocably appoints and authorizes Administrative Agent orto act as the Required Lenders)agent of such Lender and L/C Issuer for the maintenance, preservation or protectionpurposes of acquiring, holding and enforcing any and all Liens on Collateral granted by any of the Collateral orObligated Parties to secure any of its security interest thereinthe Obligations, together with such powers and thediscretion as are reasonably incidental thereto. In this connection, Administrative Agent, as “collateral agent” and any co-agents, sub-agents and attorneys-in-fact appointed by Administrative Agent may directpursuant to Section 11.5 for purposes of holding or enforcing any Lien on the Collateral Agent(or any portion thereof) granted under the Security Documents, or for exercising any rights and remedies thereunder at the direction of Administrative Agent, shall be entitled to the benefits of all provisions of this Article 11 and Article 12 (including Section 12.1(b), as though such co-agents, sub-agents and attorneys-in-fact were the “collateral agent” under the Loan Documents) as if set forth in writing to take any action incidental thereto; provided thatfull herein with respect to actions which are incidental to the actions specifically delegated to the thereto.

The Administrative Agent and each Lender hereby irrevocably designate and appoint the Collateral Agent May Perform. Theas the agent with respect to the Collateral, and each of the Administrative Agent and each Lender irrevocably authorizes the Collateral Agent, in such capacity, to take such action on its behalf under the provisions of this Agreement and the other Loan Documents and to exercise such powers and perform such duties as are expressly delegated to the Collateral Agent by the terms of this Agreement and the other Loan Documents, together with such other powers as are reasonably incidental thereto. Notwithstanding any provision to the contrary elsewhere in this Agreement, the Collateral Agent shall from time to time take such action (atnot have any duties or responsibilities except those expressly set forth herein and in the written directionother Loan Documents, or any fiduciary relationship with any of the Administrative Agent or the Required Lenders) for the maintenance, preservationLenders, and no implied covenants, functions, responsibilities, duties, obligations or protection ofliabilities shall be read into this Agreement or any ofother Loan Document or otherwise exist against the Collateral or of its security interest therein and the Administrative Agent may direct the Collateral Agent in writing to take any action incidental thereto; provided that with respect to actions which are incidental to the actions specifically delegated to the Agent.

Collateral Agent May Perform. The Collateral Agent shall from time to time take such action (at the written directionSection # Delegation of Duties. Each of the Administrative Agent or the Required Lenders) for the maintenance, preservation or protection of any of the Collateral or of its security interest therein and the Administrative Agent may direct the Collateral Agent in writingmay execute any of its duties under this Agreement or any other Loan Document (including for purposes of holding or enforcing any Lien on the Collateral (or any portion thereof) granted under the Collateral Documents or of exercising any rights and remedies thereunder) by or through agents, employees or attorneys-in-fact and shall be entitled to takeadvice of counsel and other consultants or experts concerning all matters pertaining to such duties. The Administrative Agent, the Collateral Agent and any action incidental thereto; provided that with respectsuch sub-agent may perform any and all of its duties and exercise its rights and powers by or through their respective Agent-Related Persons. The exculpatory provisions of this Article shall apply to actions which are incidentalany such sub-agent and to the actions specifically delegatedAgent-Related Persons of the Administrative Agent, the Collateral Agent and any such sub-agent, and shall apply to their respective activities in connection with the syndication of the Facilities as well as activities as Administrative Agent or Collateral Agent. The Administrative Agent shall not be responsible for the negligence or misconduct of any agent or sub-agent or attorney-in-fact that it selects in the absence of gross negligence or willful misconduct (as determined in the final non-appealable judgment of a court of competent jurisdiction).