Each of the Lenders and the Issuing Banks hereby irrevocably appoints each of the Administrative Agent, each Local Agent and the Collateral Agent (the Administrative Agent, the Local Agents and the Collateral Agent, collectively, the “ Agents ”) its agent and authorizes each Agent to take such actions on its behalf as its representative and to exercise such powers as are delegated to such Agent by the terms of the Loan Documents, together with such actions and powers as are reasonably incidental thereto.  Without limiting the generality of the foregoing, the Agents are hereby expressly authorized by the Lenders to (a) prepare, execute and deliver any and all documents (including releases and the Security Documents) and (b) acquire, perfect, hold, administer and enforce the security interests with respect to the Collateral and the rights of the Secured Parties with respect thereto, as contemplated by and in accordance with the provisions of this Agreement and the Security Documents.  All actions and declarations of the Agents made on or prior to the date hereof in connection with the above are hereby ratified and approved.