Authority to Take Action. Each Lender authorizes the Administrative Agent to enter into each of the Guarantees, Collateral Documents and related intercreditor agreements to which the Administrative Agent is or may become a party and to take all action contemplated by such documents. Each Lender agrees that no Holder of Secured Obligations (other than the Administrative Agent) shall have the right individually to independently enforce or seek to realize upon the security granted by any Guaranty or Collateral Document, it being understood and agreed that such rights and remedies may be exercised solely by the Administrative Agent for the benefit of the Holders of Secured Obligations or Holders of Secured Obligations, as applicable, upon the terms of such documents. In furtherance and without limitation of the foregoing, the Administrative Agent is hereby authorized and given a power of attorney by and on behalf of each of the Holders of Secured Obligations to execute any Guaranty or Collateral Document necessary or appropriate to guarantee the Secured Obligations or grant and perfect a Lien on any Collateral in favor of the Administrative Agent on behalf of the Holders of Secured Obligations, if necessary.

Authority to Take Action. Each Lender authorizes the Administrative Agent to enter into each of the Guarantees, Collateral Documents and related intercreditor agreements to which the Administrative Agent is or may become a party and to take all action contemplated by such documents. Each Lender agrees that no Holder of Secured Obligations (other than the Administrative Agent) shall have the right individually to independently enforce or seek to realize upon the security granted by any Guaranty or Collateral Document, it being understood and agreed that such rights and remedies may be exercised solely by the Administrative Agent for the benefit of the Holders of Secured Obligations or Holders of Secured Obligations, as applicable, upon the terms of such documents. In furtherance and without limitation of the foregoing, the Administrative Agent is hereby authorized and given a power of attorney by and on behalf of each of the Holders of Secured Obligations to execute any Guaranty or Collateral Document necessary or appropriate to guarantee the Secured Obligations or grant and perfect a Lien on any Collateral in favor of the Administrative Agent on behalf of the Holders of Secured Obligations, if necessary.

Authority to Take Action. EachNo Lender authorizes the Administrative Agent to enter into each of the Guarantees, Collateral Documents and related intercreditor agreements to which the Administrative Agent is or may become a party and to take all action contemplated by such documents. Each Lender agrees that no Holder of Secured Obligations (other than the Administrative Agent) shall have theany right individually to independently enforce or seek to realize upon any of the security granted byCollateral or to enforce any Guaranty or Collateral Document,Guarantee of the Secured Obligations, it being understood and agreed that suchall powers, rights and remedies under the Loan Documents may be exercised solely by the Administrative Agent for the benefiton behalf of the Holders of Secured Obligations or Holders of Secured Obligations, as applicable, uponLenders in accordance with the terms thereof. In the event of such documents. In furtherance and without limitation of the foregoing,a foreclosure by the Administrative Agent is hereby authorized and given a power of attorney by and on behalf of eachany of the HoldersCollateral pursuant to a public or private sale or other disposition, the Administrative Agent or any Lender may be the purchaser or licensor of Secured Obligationsany or all of such Collateral at any such sale or other disposition, and the Administrative Agent, as agent for and representative of the Lenders (but not any Lender or Lenders in its or their respective individual capacities unless Required Lenders 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 executeuse and apply any Guaranty or Collateral Document necessary or appropriate to guaranteeof the Secured Obligations or grant and perfectas a Liencredit on account of the purchase price for any Collateral in favor ofcollateral payable by the Administrative Agent on behalf of the HoldersLenders at such sale or other disposition. Each Lender, whether or not a party hereto, will be deemed, by its acceptance of the benefits of the Collateral and of the Guarantees of the Secured Obligations, if necessary. to have agreed to the foregoing provisions.

Authority to Take Action.In its capacity, the Administrative Agent is a “representative” of the Secured Parties within the meaning of the term “secured party” as defined in the New York Uniform Commercial Code. Each Lender authorizes the Administrative Agent to enter into each of the Guarantees, Collateral Documents and related intercreditor agreements to which the Administrative Agentit is or may become a party and to take all action contemplated by such documents. Each Lender agrees that no Holder of Secured ObligationsParty (other than the Administrative Agent) shall have the right individually to independently enforce or seek to realize upon the security granted by any Guaranty or Collateral Document, it being understood and agreed that such rights and remedies may be exercised solely by the Administrative Agent for the benefit of the Holders of Secured Obligations or Holders of Secured Obligations, as applicable,Parties upon the terms of such documents.the Collateral Documents. In furtherance and without limitation of the foregoing,event that any Collateral is hereafter pledged by any Person as collateral security for the Secured Obligations, the Administrative Agent is hereby authorizedauthorized, and givenhereby granted a power of attorney byattorney, to execute and deliver on behalf of each of the Holders of Secured Obligations to executeParties any Guaranty or Collateral DocumentLoan Documents necessary or appropriate to guarantee the Secured Obligations or grant and perfect a Lien on anysuch Collateral in favor of the Administrative Agent on behalf of the Holders of Secured Obligations, if necessary. Parties.

Authority to Take Action.In its capacity, the Administrative Agent is a “representative” of the Secured Parties within the meaning of the term “secured party” as defined in the New York Uniform Commercial Code. Each Lender (and other Secured Party by its acceptance of the benefits of the Loan Documents) authorizes the Administrative Agent to enter into each of the Guarantees, Collateral Documents and related intercreditor agreements to which the Administrative Agentit is or may become a party and to take all action contemplated by such documents. Each Lender (and other Secured Party by its acceptance of the benefits of the Loan Documents) agrees that no Holder of Secured ObligationsParty (other than the Administrative Agent) shall have the right individually to independently enforce or seek to realize upon the security granted by any Guaranty or Collateral Document, it being understood and agreed that such rights and remedies may be exercised solely by the Administrative Agent for the benefit of the Holders of Secured Obligations or Holders of Secured Obligations, as applicable,Parties upon the terms of such documents.the Collateral Documents. In furtherance and without limitation of the foregoing,event that any Collateral is hereafter pledged by any Person as collateral security for the Secured Obligations, the Administrative Agent is hereby authorizedauthorized, and givenhereby granted a power of attorney byattorney, to execute and deliver on behalf of each of the Holders of Secured Obligations to executeParties any Guaranty or Collateral DocumentLoan Documents necessary or appropriate to guarantee the Secured Obligations or grant and perfect a Lien on anysuch Collateral in favor of the Administrative Agent on behalf of the Holders of Secured Obligations, if necessary. Parties.

AuthorityAnything contained in any of the Loan Documents to Take Action. Each Lender authorizesthe contrary notwithstanding, the Borrowers, the Administrative Agent to enter intoand each of the Guarantees, Collateral Documents and related intercreditor agreements to which the Administrative Agent is or may become a party and to take all action contemplated by such documents. Each Lender agreesSecured Party hereby agree that # no Holder of Secured Obligations (other than the Administrative Agent)Party shall have theany right individually to independently enforce or seek to realize upon any of the security granted by any GuarantyCollateral or Collateral Document,to enforce the Guaranty, it being understood and agreed that suchall powers, rights and remedies hereunder may be exercised solely by the Administrative Agent, on behalf of the Secured Parties in accordance with the terms hereof and all powers, rights and remedies under the Collateral Documents may be exercised solely by the Administrative Agent forin its capacity as the benefit“collateral agent” and # in the event of the Holders of Secured Obligations or Holders of Secured Obligations, as applicable, upon the terms of such documents. In furtherance and without limitation of the foregoing,a foreclosure by the Administrative Agent is hereby authorized and given a power of attorney by andin its capacity as the “collateral agent” on behalf of eachany of the Holders of Secured ObligationsCollateral pursuant to execute any Guarantya public or Collateral Document necessaryprivate sale or appropriate to guarantee the Secured Obligations or grant and perfect a Lien on any Collateral in favor ofother disposition, the Administrative Agent on behalf(in its capacity as the “collateral agent”) or any Lender may be the purchaser or licensor of any or all of such Collateral at any such sale or other disposition and the Administrative Agent, as “collateral agent” for and representative of Secured Parties (but not any Lender or Lenders in its or their respective individual capacities unless Required Lenders shall otherwise agree in writing) shall be entitled, for the purpose of bidding and making settlement or payment of the Holderspurchase price for all or any portion of Secured Obligations, if necessary. 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 at such sale or other disposition.

AuthorityExcept with respect to Take Action. Each Lender authorizes the Administrative Agentexercise of setoff rights in accordance with [Section 9.08] or with respect to enter into eacha Secured Party’s right to file a proof of the Guarantees, Collateral Documents and related intercreditor agreements to which the Administrative Agent is or may become a party and to take all action contemplated by such documents. Each Lender agrees thatclaim in an insolvency proceeding, no Holder of Secured Obligations (other than the Administrative Agent)Party shall have theany right individually to independently enforce or seek to realize upon any of the security granted byCollateral or to enforce any Guaranty or Collateral Document,Guarantee of the Secured Obligations, it being understood and agreed that suchall powers, rights and remedies under the Loan Documents may be exercised solely by the Administrative Agent on behalf of the Secured Parties in accordance with the terms thereof. In its capacity, the Administrative Agent is a “representative” of the Secured Parties within the meaning of the term “secured party” as defined in the UCC. In the event that any Collateral is hereafter pledged by any Person as collateral security for the benefit of the Holders of Secured Obligations or Holders of Secured Obligations, as applicable, upon the terms of such documents. In furtherance and without limitation of the foregoing, the Administrative Agent is hereby authorizedauthorized, and givenhereby granted a power of attorney byattorney, to execute and deliver on behalf of each of the Holders of Secured Obligations to executeParties any Guaranty or Collateral DocumentLoan Documents necessary or appropriate to guarantee the Secured Obligations or grant and perfect a Lien on anysuch Collateral in favor of the Administrative Agent on behalf of the Holders of Secured Obligations, if necessary. Parties.

AuthorityEach Lender, on behalf of itself and any of its Affiliates that are Secured Parties and each Issuing Bank hereby irrevocably appoints the entity named as Administrative Agent in the heading of this Agreement and its successors and assigns to Take Action. Eachserve as the administrative agent and collateral agent under the Loan Documents and each Lender and each Issuing Bank authorizes the Administrative Agent to enter intotake such actions as agent on its behalf and to exercise such powers under this Agreement and the other Loan Documents as are delegated to the Administrative Agent under such agreements and to exercise such powers as are reasonably incidental thereto. In addition, to the extent required under the laws of any jurisdiction other than within the United States, each Lender and each Issuing Bank hereby grants to the Administrative Agent any required powers of attorney to execute and enforce any Collateral Document governed by the laws of such jurisdiction on such Lender’s or such Issuing Bank’s behalf. Without limiting the foregoing, each Lender and each Issuing Bank hereby authorizes the Administrative Agent to execute and deliver, and to perform its obligations under, each of the Guarantees, CollateralLoan Documents and related intercreditor agreements to which the Administrative Agent is or may become a partyparty, and to takeexercise all action contemplated by such documents. Each Lender agrees that no Holder of Secured Obligations (other than the Administrative Agent) shall have the right individually to independently enforce or seek to realize upon the security granted by any Guaranty or Collateral Document, it being understood and agreed that such rightsrights, powers and remedies may be exercised solely bythat the Administrative Agent for the benefit of the Holders of Secured Obligations or Holders of Secured Obligations, as applicable, upon the terms ofmay have under such documents. In furtherance and without limitation of the foregoing, the Administrative Agent is hereby authorized and given a power of attorney by and on behalf of each of the Holders of Secured Obligations to execute any Guaranty or Collateral Document necessary or appropriate to guarantee the Secured Obligations or grant and perfect a Lien on any Collateral in favor of the Administrative Agent on behalf of the Holders of Secured Obligations, if necessary. Loan Documents.

Authority to Take Action. Each Lender authorizes the Administrative Agent to enter into each of the Guarantees, Collateral Documents and related intercreditor agreements to which the Administrative Agent is or may become a party and to take all action contemplated by such documents. Each Lender agrees that no Holder ofNo Secured Obligations (other than the Administrative Agent)Party shall have theany right individually to independently enforce or seek to realize upon any of the security granted byCollateral or to enforce any Guaranty or Collateral Document,Guarantee of the Obligations, it being understood and agreed that suchall powers, rights and remedies under the Loan Documents may be exercised solely by the Administrative Agent for the benefiton behalf of the Holders of Secured Obligations or Holders of Secured Obligations, as applicable, uponParties in accordance with the terms thereof. In the event of such documents. In furtherance and without limitation of the foregoing,a foreclosure by the Administrative Agent is hereby authorized and given a power of attorney by and on behalf of eachany of the HoldersCollateral pursuant to a public or private sale or other disposition, the Administrative Agent or any Lender may be the purchaser or licensor of Secured Obligations to execute any Guaranty or all of such Collateral Document necessaryat any such sale or appropriate to guaranteeother disposition, and the Administrative Agent, as agent for and representative of the Secured Parties (but not any Lender or Lenders in its or their respective individual capacities unless the Required Lenders 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 Loan Document Obligations or grant and perfectas a Liencredit on account of the purchase price for any Collateral in favor ofcollateral payable by the Administrative Agent on behalf of the HoldersSecured Parties at such sale or other disposition. Each Secured Party, whether or not a party hereto, will be deemed, by its acceptance of Secured Obligations, if necessary. the benefits of the Collateral and of the Guarantees of the Obligations provided under the Loan Documents, to have agreed to the foregoing provisions.

Authority to TakeSECTION # Authorization and Action. Each Lenderof the Lenders and the Issuing Banks hereby irrevocably appoints the entity named as Administrative Agent in the heading of this Agreement and its successors to serve as administrative agent and collateral agent under the Loan Documents, and authorizes the Administrative Agent to enter intotake such actions and to exercise such powers as are delegated to the Administrative Agent by the terms of the Loan Documents, together with such actions and powers as are reasonably incidental thereto. In addition, to the extent required under the laws of any jurisdiction other than the United States of America, each of the Guarantees, Collateral DocumentsLenders and related intercreditor agreementsthe Issuing Banks hereby grants to which the Administrative Agent is or may become a party and to take all action contemplated by such documents. Each Lender agrees that no Holderany required powers of Secured Obligations (other than the Administrative Agent) shall have the right individually to independently enforce or seek to realize upon the security granted by any Guaranty or Collateral Document, it being understood and agreed that such rights and remedies may be exercised solely by the Administrative Agent for the benefit of the Holders of Secured Obligations or Holders of Secured Obligations, as applicable, upon the terms of such documents. In furtherance and without limitation of the foregoing, the Administrative Agent is hereby authorized and given a power of attorney by and on behalf of each of the Holders of Secured Obligations to execute any GuarantySecurity Document governed by the laws of such jurisdiction on such Lender’s or Collateral Document necessary or appropriate to guarantee the Secured Obligations or grant and perfect a Lien on any Collateral in favor of the Administrative Agent on behalf of the Holders of Secured Obligations, if necessary. Issuing Bank’s behalf.