Each Lender hereby irrevocably appoints, designates and authorizes the Administrative Agent and the Collateral Agent, (a) to take such action on its behalf under the provisions of the Intercreditor Agreement and to exercise such powers and perform such duties as are expressly delegated to it by the terms thereof, together with such powers as are reasonably incidental thereto, including, without limitation, (i) granting of waivers under the Intercreditor Agreement and the Security Instruments and exercising such powers and performing such duties as are required under the provisions of the Intercreditor Agreement, and any other instruments or agreements referred to therein or as are reasonably incidental thereto, (ii) making, on such Lender’s behalf, the representations, warranties, covenants and agreements deemed made by such Lender under the provisions of the Intercreditor Agreement, and (iii) taking such action under the Intercreditor Agreement and the Security Instruments as is authorized by a vote of the Required Lenders, and (b) to enter into the Intercreditor Agreement and the Security Instruments (including, without limitation, in each case, any amendment, modifications or restatements after the Amendment No. 7 Closing Date) on such Lender’s behalf. In furtherance of the foregoing, each Lender hereby irrevocably agrees to be bound by all of the agreements of the Administrative Agent and Collateral Agent contained in the Intercreditor Agreement and the Security Instruments.