Common use of Actions Clause in Contracts

Actions. Each Lender hereby appoints National City as its Agent under and for purposes of this Agreement, the Notes and each other Loan Document. Each Lender authorizes the Agent to act on behalf of such Lender under this Agreement, the Notes and each other Loan Document and, in the absence of other written instructions from the Required Lenders received from time to time by the Agent (with respect to which the Agent agrees that it will comply, except as otherwise provided in this Section or as otherwise advised by counsel), to exercise such powers hereunder and thereunder as are specifically delegated to or required of the Agent by the terms hereof and thereof, together with such powers as may be reasonably incidental thereto. Each Lender hereby indemnifies (which indemnity shall survive any termination of this Agreement) the Agent, pro rata according to such Lender’s Percentage, from and against any and all liabilities, obligations, losses, damages, claims, costs or expenses of any kind or nature whatsoever which may at any time be imposed on, incurred by, or asserted against, the Agent in any way relating to or arising out of this Agreement, the Notes and any other Loan Document, including reasonable attorneys’ fees, and as to which the Agent is not reimbursed by the Borrower; provided, however, that no Lender shall be liable for the payment of any portion of such liabilities, obligations, losses, damages, claims, costs or expenses which are determined by a court of competent jurisdiction in a final proceeding to have resulted solely from the Agent’s gross negligence or willful misconduct. The Agent shall not be required to take any action hereunder, under the Notes or under any other Loan Document, or to prosecute or defend any suit in respect of this Agreement, the Notes or any other Loan Document, unless it is indemnified hereunder to its satisfaction. If any indemnity in favor of the Agent shall be or become, in the Agent’s determination, inadequate, the Agent may call for additional indemnification from the Lenders and cease to do the acts indemnified against hereunder until such additional indemnity is given.

Actions. Each Lender hereby appoints National City DLJ as its Syndication Agent and Fleet as its Administrative Agent under and for purposes of this Agreement, the Notes and each other Loan Document. Each Lender authorizes the Agent Agents to act on behalf of such Lender under this Agreement, the Notes and each other Loan Document and, in the absence of other written instructions from the Required Lenders received from time to time by the Agent Agents (with respect to which each of the Agent Agents agrees that it will comply, except as otherwise provided in this Section or as otherwise advised by counsel), to exercise such powers hereunder and thereunder as are specifically delegated to or required of the Agent Agents by the terms hereof and thereof, together with such powers as may be reasonably incidental thereto. Each Lender hereby indemnifies (which indemnity shall survive any termination of this Agreement) the AgentAgents, pro rata according to ratably in accordance with their respective Term Loans outstanding and Commitments (or, if no Term Loans or Commitments are at the time outstanding and in effect, then ratably in accordance with the principal amount of Term Loans held by such Lender’s Percentage, and their respective Commitments as in effect in each case on the date of the termination of this Agreement), from and against any and all liabilities, obligations, losses, damages, claims, costs or expenses of any kind or nature whatsoever which may at any time be imposed on, incurred by, or asserted against, any of the Agent Agents in any way relating to or arising out of this Agreement, the Notes and any other Loan Document, including reasonable attorneys’ ' fees, and as to which the any Agent is not reimbursed by the BorrowerBorrower or any other Obligor (and without limiting the obligation of the Borrower or any other Obligor to do so); provided, however, that no Lender shall be liable for the payment of any portion of such liabilities, obligations, losses, damages, claims, costs or expenses which are determined by a court of competent jurisdiction in a final proceeding to have resulted solely from the such Agent’s 's gross negligence or willful misconduct. The Agent Agents shall not be required to take any action hereunder, under the Notes or under any other Loan Document, or to prosecute or defend any suit in respect of this Agreement, the Notes or any other Loan Document, unless it is indemnified hereunder to its satisfaction. If any indemnity in favor of any of the Agent Agents shall be or become, in the such Agent’s 's determination, inadequate, the such Agent may call for additional indemnification from the Lenders and cease to do the acts indemnified against hereunder until such additional indemnity is given.

Actions. Each Lender hereby appoints National City JPMorgan as its Administrative Agent and as its Collateral Agent, under and for purposes of this Agreement, the Notes and each other Loan Document. Each Lender authorizes the each Agent to act on behalf of such Lender under this Agreement, the Notes and each other Loan Document and, in the absence of other written instructions from the Required Lenders received from time to time by the such Agent (with respect to which the each Agent agrees that it will comply, except as otherwise provided in this Section or as otherwise advised by counselcounsel in order to avoid contravention of applicable law), to exercise such powers hereunder and thereunder as are specifically delegated to or required of the such Agent by the terms hereof and thereof, together with such powers as may be reasonably incidental theretothereto (including the release of Liens on assets Disposed of in accordance with the terms of the Loan Documents). Each Lender hereby indemnifies (which indemnity shall survive any termination of this Agreement) the each Agent, pro rata according to such Lender’s Percentageproportionate Total Exposure Amount, from and against any and all liabilities, obligations, losses, damages, claims, costs or expenses of any kind or nature whatsoever which may at any time be imposed on, incurred by, or asserted against, the such Agent in any way relating to or arising out of this Agreement, the Notes and any other Loan Document, Document (including reasonable attorneys’ feesfees and expenses), and as to which the such Agent is not reimbursed by the BorrowerBorrower (and without limiting its obligation to do so); provided, however, provided that no Lender shall be liable for the payment of any portion of such liabilities, obligations, losses, damages, claims, costs or expenses which are determined by a court of competent jurisdiction in a final proceeding to have resulted solely from the such Agent’s gross negligence or willful misconduct. The No Agent shall not be required to take any action hereunder, under the Notes or under any other Loan Document, or to prosecute or defend any suit in respect of this Agreement, the Notes or any other Loan Document, unless it is indemnified hereunder to its reasonable satisfaction. If any indemnity in favor of the any Agent shall be or become, in the such Agent’s determination, inadequate, the such Agent may call for additional indemnification from the Lenders and cease to do the acts indemnified against hereunder until such additional indemnity is given.

Actions. Each Lender hereby irrevocably appoints National City PNC as its Agent under and for purposes of this Agreement, the Notes and each other Loan DocumentAgent. Each Lender authorizes the Agent to act on behalf of such Lender under this Agreement, the Notes and each other Loan Credit Document and, in the absence of other written instructions from the Required Lenders received from time to time by the Agent (with respect to which the Agent agrees that it will comply, except as otherwise provided in this Section or as otherwise advised by counselcounsel in order to avoid contravention of applicable law), to exercise such powers hereunder and thereunder as are specifically delegated to or required of the Agent by the terms hereof and thereof, together with such powers as may be reasonably incidental thereto. Each Lender hereby indemnifies (which indemnity shall survive any termination of this Agreement) the Agent, pro rata according to such Lender’s Percentageproportionate Total Exposure Amount, from and against any and all liabilities, obligations, losses, damages, claims, costs or expenses of any kind or nature whatsoever which may at any time be imposed on, incurred by, or asserted against, the Agent in any way relating to or arising out of this Agreement, the Notes and any other Loan Credit Document, including reasonable attorneys’ fees, and as to which the Agent is not reimbursed by the BorrowerBorrowers; provided, however, that no Lender shall be liable for the payment of any portion of such liabilities, obligations, losses, damages, claims, costs or expenses which are determined by a court of competent jurisdiction in a final proceeding to have resulted solely from the Agent’s gross negligence or willful misconduct. The Agent shall not be required to take any action hereunder, under the Notes or under any other Loan Credit Document, or to prosecute or defend any suit in respect of this Agreement, the Notes or any other Loan Credit Document, unless it is indemnified hereunder to its satisfaction. If any indemnity in favor of the Agent shall be or become, in the Agent’s determination, inadequate, the Agent may call for additional indemnification from the Lenders and cease to do the acts indemnified against hereunder until such additional indemnity is given.

Actions. Each Lender hereby appoints National City as its Agent under and for purposes of this Agreement, the Notes and each other Loan Document. Each Lender authorizes the Agent to act on behalf of such Lender under this Agreement, the Notes and each other Loan Document and, in the absence of other written instructions from the Required Lenders received from time to time by the Agent (with respect to which the Agent agrees that it will comply, except as otherwise provided in this Section or as otherwise advised by counsel), to exercise such powers hereunder and thereunder as are specifically delegated to or required of the Agent by the terms hereof and thereof, together with such powers as may be reasonably incidental thereto. Each Lender hereby indemnifies (which indemnity shall survive any termination of this Agreement) the Agent, pro rata according to such Lender’s 's Percentage, from and against any and all liabilities, obligations, losses, damages, claims, costs or expenses of any kind or nature whatsoever which may at any time be imposed on, incurred by, or asserted against, the Agent in any way relating to or arising out of this Agreement, the Notes and any other Loan Document, including reasonable attorneys’ ' fees, and as to which the Agent is not reimbursed by the Borrower; provided, however, that no Lender shall be liable for the payment of any portion of such liabilities, obligations, losses, damages, claims, costs or expenses which are determined by a court of competent jurisdiction in a final proceeding to have resulted solely from the Agent’s 's gross negligence or willful misconduct. The Agent shall not be required to take any action hereunder, under the Notes or under any other Loan Document, or to prosecute or defend any suit in respect of this Agreement, the Notes or any other Loan Document, unless it is indemnified hereunder to its satisfaction. If any indemnity in favor of the Agent shall be or become, in the Agent’s 's determination, inadequate, the Agent may call for additional indemnification from the Lenders and cease to do the acts indemnified against hereunder until such additional indemnity is given.

Actions. Each Lender and the FEC Counterparty hereby appoints National City Citibank, and insofar as the other Agents have duties under this Agreement, each other Agent, as its Agent agent under and for purposes of this Agreement, the Notes and each other Loan DocumentDocument (other than, in the case of the FEC Counterparty, the FEC Interest Equalization Documents). Each Lender and the FEC Counterparty authorizes the Administrative Agent to act on behalf of such Lender and the FEC Counterparty under this Agreement, the Notes and each other Loan Document (other than, in the case of the FEC Counterparty, the FEC Interest Equalization Documents) and, in the absence of other written instructions from the Required Lenders or the FEC Counterparty, as applicable, received from time to time by the Administrative Agent (with respect to which the Administrative Agent agrees that it will comply, except as otherwise provided in this Section or as otherwise advised by counsel), to exercise such powers hereunder and thereunder as are specifically delegated to or required of the Administrative Agent by the terms hereof and thereof, together with such powers as may be reasonably incidental thereto. Each Lender hereby indemnifies (which indemnity shall survive any termination of this Agreement) the Administrative Agent, pro rata according to such Lender’s Percentage, from and against any and all liabilitiesclaims, obligationsdamages, losses, damagesliabilities and expenses (including, claimswithout limitation, costs or expenses reasonable fees and disbursements of any kind or nature whatsoever which may at any time counsel) that be imposed on, incurred by, by or asserted or awarded against, the Administrative Agent in any way relating to or arising out of this Agreement, the Notes and any other Loan Document, including reasonable attorneys’ fees, and as to which the Agent is not reimbursed Document or any action taken or omitted by the BorrowerAdministrative Agent under this Agreement, the Notes or any other Loan Document; provided, however, provided that no Lender shall be liable for the payment of any portion of such liabilitiesclaims, obligationsdamages, losses, damages, claims, costs or liabilities and expenses which are determined by a court of competent jurisdiction in a final proceeding to have resulted solely from the Administrative Agent’s gross negligence or willful misconduct. Without limitation of the foregoing, each Lender agrees to reimburse the Administrative Agent promptly upon demand for its ratable share of any out-of-pocket expenses (including reasonable counsel fees) incurred by the Administrative Agent in connection with the preparation, execution, delivery, administration, modification, amendment or enforcement (whether through negotiations, legal proceedings or otherwise) of, or legal advice in respect of rights or responsibilities under, this Agreement, to the extent that the Administrative Agent is not reimbursed for such expenses by the Borrower. In the case of any investigation, litigation or proceeding giving rise to any such indemnified costs, this Section applies whether any such investigation, litigation or proceeding is brought by the Administrative Agent, any Lender or a third party. The Administrative Agent shall not be required to take any action hereunder, under the Notes or under any other Loan Document, or to prosecute or defend any suit in respect of this Agreement, the Notes or any other Loan Document, unless it is expressly required to do so under this Agreement or is indemnified hereunder to its satisfaction. If any indemnity in favor of the Administrative Agent shall be or become, in the Administrative Agent’s reasonable determination, inadequate, the Administrative Agent may call for additional indemnification from the Lenders and cease to do the acts indemnified against hereunder until such additional indemnity is given.

Actions. Each Lender hereby appoints National City Scotiabank as its Administrative Agent and as a Lead Agent and Book Manager under and for purposes of this Agreement, the Notes and each other Loan Document. Each Lender authorizes the Administrative Agent to act on behalf of such Lender under this Agreement, the Notes Notes, the TLCs, and each other Loan Document and, in the absence of other written instructions from the Required Lenders received from time to time by the Administrative Agent (with respect to which the Administrative Agent agrees that it will comply, except as otherwise provided in this Section or as otherwise advised by counsel), to exercise such powers hereunder and thereunder as are specifically delegated to or required of the Administrative Agent by the terms hereof and thereof, together with such powers as may be reasonably incidental thereto. Each Lender hereby appoints CSFB as the Syndication Agent and as a Lead Agent and Book Manager. Each Lender hereby indemnifies (which indemnity shall survive any termination of this Agreement) the each Agent, pro rata according to ratably in accordance with their respective Term Loans and TLCs outstanding and Commitments (or, if no Term Loans, TLCs or Commitments are at the time outstanding and in effect, then ratably in accordance with the principal amount of Term Loans or, as the case may be, TLCs held by such Lender’s Percentage, and their respective Commitments as in effect in each case on the date of the termination of this Agreement), from and against any and all liabilities, obligations, losses, damages, claims, costs or expenses of any kind or nature whatsoever which may at any time be imposed on, incurred by, or asserted against, the Agent Agents in any way relating to or arising out of this Agreement, the Notes Notes, the TLCs and any other Loan Document, including reasonable attorneys’ ' fees, and as to which the any Agent is not reimbursed by the BorrowerBorrowers or any other Obligor (and without limiting the obligation of the Borrowers or any other Obligor to do so); provided, however, that no Lender shall be liable for the payment of any portion of such liabilities, obligations, losses, damages, claims, costs or expenses which are determined by a court of competent jurisdiction in a final proceeding to have resulted solely from the an Agent’s 's gross negligence or willful misconduct. The Agent Agents shall not be required to take any action hereunder, under the Notes Notes, the TLCs or under any other Loan Document, or to prosecute or defend any suit in respect of this Agreement, the Notes Notes, the TLCs or any other Loan Document, unless it is indemnified hereunder to its satisfaction. If any indemnity in favor of the Agent Agents shall be or become, in the any Agent’s 's determination, inadequate, the any Agent may call for additional indemnification from the Lenders and cease to do the acts indemnified against hereunder until such additional indemnity is given. Notwithstanding the foregoing, the Lead Arrangers and Book Managers shall have no duties, obligations or liabilities under any Loan Document.

Actions. Each Lender hereby appoints National City DLJ as its Syndication Agent and BofA as its Administrative Agent under and for purposes of this Agreement, the Notes and each other Loan Document. Each Lender authorizes the Agent Agents to act on behalf of such Lender under this Agreement, the Notes and each other Loan Document and, in the absence of other written instructions from the Required Lenders received from time to time by the Agent Agents (with respect to which each of the Agent Agents agrees that it will comply, except as otherwise provided in this Section or as otherwise advised by counsel), to exercise such powers hereunder and thereunder as are specifically delegated to or required of the Agent Agents by the terms hereof and thereof, together with such powers as may be reasonably incidental thereto. Each Lender hereby indemnifies (which indemnity shall survive any termination of this Agreement) the AgentAgents, pro rata according to ratably in accordance with their respective Term Loans outstanding and Commitments (or, if no Term Loans or Commitments are at the time outstanding and in effect, then ratably in accordance with the principal amount of Term Loans held by such Lender’s Percentage, and their respective Commitments as in effect in each case on the date of the termination of this Agreement), from and against any and all liabilities, obligations, losses, damages, claims, costs or expenses of any kind or nature whatsoever which may at any time be imposed on, incurred by, or asserted against, either of the Agent Agents in any way relating to or arising out of this Agreement, the Notes and any other Loan Document, including reasonable attorneys’ ' fees, and as to which the any Agent is not reimbursed by the BorrowerBorrower or any other Obligor (and without limiting the obligation of the Borrower or any other Obligor to do so); provided, however, that no Lender shall be liable for the payment of any portion of such liabilities, obligations, losses, damages, claims, costs or expenses which are determined by a court of competent jurisdiction in a final proceeding to have resulted solely from the such Agent’s 's gross negligence or willful misconduct. The Agent Agents shall not be required to take any action hereunder, under the Notes or under any other Loan Document, or to prosecute or defend any suit in respect of this Agreement, the Notes or any other Loan Document, unless it is indemnified hereunder to its satisfaction. If any indemnity in favor of either of the Agent Agents shall be or become, in the such Agent’s 's determination, inadequate, the Agent may call for additional indemnification from the Lenders and cease to do the acts indemnified against hereunder until such additional indemnity is given.

Actions. Each Lender hereby appoints National City SEB as its Agent agent under and for purposes of this Agreement, the Notes and each other Loan Document. Each Lender authorizes the Administrative Agent to act on behalf of such Lender under this Agreement, the Notes and each other Loan Document and, in the absence of other written instructions from the Required Lenders received from time to time by the Administrative Agent (with respect to which the Administrative Agent agrees that it will comply, except as otherwise provided in this Section or as otherwise advised by counsel), to exercise such powers hereunder and thereunder as are specifically delegated to or required of the Administrative Agent by the terms hereof and thereof, together with such powers as may be reasonably incidental thereto. Each Lender hereby indemnifies (which indemnity shall survive any termination of this Agreement) the Administrative Agent, pro rata each of its Affiliates and their respective officers, advisors, directors and employees, according to such Lender’s Percentagepro rata share of the Loans, from and against any and all liabilitiesclaims, obligationsdamages, losses, damagesliabilities and expenses (including, claimswithout limitation, costs or expenses reasonable fees and disbursements of any kind or nature whatsoever which counsel) that may at any time be imposed on, incurred by, by or asserted or awarded against, the Administrative Agent acting in its capacity as Administrative Agent in any way relating to or arising out of this Agreement, the Notes and any other Loan Document, including reasonable attorneys’ fees, and as to which the Agent is not reimbursed Document or any action taken or omitted by the BorrowerAdministrative Agent under this Agreement, the Notes or any other Loan Document; provided, however, provided that no Lender shall be liable for the payment of any portion of such liabilitiesclaims, obligationsdamages, losses, damages, claims, costs or liabilities and expenses which are determined by a court of competent jurisdiction in a final proceeding to have resulted solely from the Administrative Agent’s gross negligence or willful misconduct. Without limitation of the foregoing, each Lender agrees to reimburse the Administrative Agent promptly upon demand for its ratable share of any out-of-pocket expenses (including reasonable counsel fees) incurred by the Administrative Agent in connection with the preparation, execution, delivery, administration, modification, amendment or enforcement (whether through negotiations, legal proceedings or otherwise) of, or legal advice in respect of rights or responsibilities under, this Agreement, to the extent that the Administrative Agent is not reimbursed for such expenses by the Borrower. In the case of any investigation, litigation or proceeding giving rise to any such indemnified costs, this Section applies whether any such investigation, litigation or proceeding is brought by the Administrative Agent, any Lender or a third party. The Administrative Agent shall not be required to take any action hereunder, under the Notes or under any other Loan Document, or to prosecute or defend any suit in respect of this Agreement, the Notes or any other Loan Document, unless it is expressly required to do so under this Agreement or is indemnified hereunder to its satisfaction. If any indemnity in favor of the Administrative Agent shall be or become, in the Administrative Agent’s reasonable determination, inadequate, the Administrative Agent may call for additional indemnification from the Lenders and cease to do the acts indemnified against hereunder until such additional indemnity is given.

Actions. Each Lender hereby appoints National City RBN as its Agent under and for purposes of this Agreement, the Notes and each other Loan Agreement Document. Each Lender authorizes the Agent to act on behalf of such Lender under this Agreement, the Notes and each other Loan Agreement Document and, in the absence of other written instructions from the Required Lenders received from time to time by the Agent (with respect to which the Agent agrees that it will comply, except as otherwise provided in this Section or as otherwise advised by counsel), to exercise such powers hereunder and thereunder as are specifically delegated to or required of the Agent by the terms hereof and thereof, together with such powers as may be reasonably incidental thereto. Each Lender hereby indemnifies (which indemnity shall survive any termination of this Agreement) the Agent, pro rata according to such Lender’s 's Percentage, from and against any and all liabilities, obligations, losses, damages, claims, costs or expenses of any kind or nature whatsoever which may at any time be imposed on, incurred by, or asserted against, the Agent in any way relating to or arising out of this Agreement, the Notes and any other Loan Agreement Document, including reasonable attorneys’ ' fees, and as to which the Agent is not reimbursed by the Borrower; provided, however, that no Lender shall be liable for the payment of any portion of such liabilities, obligations, losses, damages, claims, costs or expenses which are determined by a court of competent jurisdiction in a final proceeding to have resulted solely from the Agent’s 's gross negligence or willful wilful misconduct. The Agent shall not be required to take any action hereunder, under the Notes or under any other Loan Agreement Document, or to prosecute or defend any suit in respect of this Agreement, the Notes or any other Loan Agreement Document, unless it is indemnified hereunder to its satisfaction. If any indemnity in favor of the Agent shall be or become, in the Agent’s 's determination, inadequate, the Agent may call for additional indemnification from the Lenders and cease to do the acts indemnified against hereunder until such additional indemnity is given.

Actions. Each Lender hereby appoints National City JPMCB as its Administrative Agent and Collateral Agent under and for purposes of this Agreement, the Notes and each other Loan Document. Each Lender authorizes the each Agent to act on behalf of such Lender under this Agreement, the Notes and each other Loan Document (including the Administrative Agent holding on such Lender’s behalf any Notes) and, in the absence of other written instructions from the Required Lenders received from time to time by the Agent (with respect to which the each Agent agrees agree that it they will comply, except as otherwise provided in this Section or as otherwise advised by counselcounsel in order to avoid contravention of applicable law), to exercise such powers hereunder and thereunder as are specifically delegated to or required of the Agent by the terms hereof and thereof, together with such powers as may be reasonably incidental theretothereto (including the release of Liens on assets Disposed of in accordance with the terms of the Loan Documents). Each Lender hereby indemnifies (which indemnity shall survive any termination of this Agreement) the AgentAgents, pro rata according to such Lender’s Percentageproportionate Total Exposure Amount, from and against any and all liabilities, obligations, losses, damages, claims, costs or expenses of any kind or nature whatsoever which may at any time be imposed on, incurred by, or asserted against, the Agent Agents in any way relating to or arising out of this Agreement, the Notes and any other Loan Document, (including reasonable attorneys’ feesfees and disbursements), and as to which the Agent is Agents are not reimbursed by the Borrower; provided, however, that no Lender shall be liable for the payment of any portion of such liabilities, obligations, losses, damages, claims, costs or expenses which are determined by a court of competent jurisdiction in a final proceeding to have resulted solely the extent resulting from the Agent’s gross negligence or willful misconduct. The Each Agent shall not be required to take any action hereunder, under the Notes or under any other Loan Document, or to prosecute or defend any suit in respect of this Agreement, the Notes or any other Loan Document, unless it is indemnified hereunder to its satisfaction. If any indemnity in favor of the an Agent shall be or become, in the Agent’s determination, determination inadequate, the such Agent may call for additional indemnification from the Lenders and cease to do the acts indemnified against hereunder until such additional indemnity is given.

Actions. Each Lender hereby appoints National City Scotiabank as its Administrative Agent and as a Lead Agent and Book Manager under and for purposes of this Agreement, the Notes and each other Loan Document. Each Lender authorizes the Administrative Agent to act on behalf of such Lender under this Agreement, the Notes Notes, the TLCs, and each other Loan Document and, in the absence of other written instructions from the Required Lenders received from time to time by the Administrative Agent (with respect to which the Administrative Agent agrees that it will comply, except as otherwise provided in this Section or as otherwise advised by counsel), to exercise such powers hereunder and thereunder as are specifically delegated to or required of the Administrative Agent by the terms hereof and thereof, together with such powers as may be reasonably incidental thereto. Each Lender hereby appoints CSFB as the Syndication Agent and as a Lead Agent and Book Manager. Each Lender hereby indemnifies (which indemnity shall survive any termination of this Agreement) the each Agent, pro rata according to ratably in accordance with their respective Term Loans and TLCs outstanding and Commitments (or, if no Term Loans, TLCs or Commitments are at the time outstanding and in effect, then ratably in accordance with the principal amount of Term Loans or, as the case may be, TLCs held by such Lender’s Percentage, and their respective Commitments as in effect in each case on the date of the termination of this Agreement), from and against any and all liabilities, obligations, losses, damages, claims, costs or expenses of any kind or nature whatsoever which may at any time be imposed on, incurred by, or asserted against, the Agent Agents in any way relating to or arising out of this Agreement, the Notes Notes, the TLCs and any other Loan Document, including reasonable attorneys’ ' fees, and as to which the any Agent is not reimbursed by the BorrowerBorrowers or any other Obligor (and without limiting the obligation of the Borrowers or any other Obligor to do so); providedPROVIDED, howeverHOWEVER, that no Lender shall be liable for the payment of any portion of such liabilities, obligations, losses, damages, claims, costs or expenses which are determined by a court of competent jurisdiction in a final proceeding to have resulted solely from the an Agent’s 's gross negligence or willful misconduct. The Agent Agents shall not be required to take any action hereunder, under the Notes Notes, the TLCs or under any other Loan Document, or to prosecute or defend any suit in respect of this Agreement, the Notes Notes, the TLCs or any other Loan Document, unless it is indemnified hereunder to its satisfaction. If any indemnity in favor of the Agent Agents shall be or become, in the any Agent’s 's determination, inadequate, the any Agent may call for additional indemnification from the Lenders and cease to do the acts indemnified against hereunder until such additional indemnity is given. Notwithstanding the foregoing, the Lead Arrangers and Book Managers shall have no duties, obligations or liabilities under any Loan Document.

Actions. Each Lender hereby appoints National City CIBC as its Agent under and for purposes of this Agreement, the Notes and each other Loan Document. Each Lender authorizes the Agent to act on behalf of such Lender under this Agreement, the Notes and each other Loan Document and, in the absence of other written instructions from the Required Lenders received from time to time by the Agent (with respect to which the Agent agrees that it will comply, except as otherwise provided in this Section or as otherwise advised by counsel), to exercise such powers hereunder and thereunder as are specifically delegated to or required of the Agent by the terms hereof and thereof, together with such powers as may be reasonably incidental thereto. Each Lender hereby indemnifies (which indemnity shall survive any termination of this Agreement) the Agent, pro rata according to such Lender’s 's Percentage, from and against any and all liabilities, obligations, losses, damages, claims, costs or expenses of any kind or nature whatsoever which may at any time be imposed on, incurred by, or asserted against, the Agent in any way relating to or arising out of this Agreement, the Notes and any other Loan Document, including reasonable attorneys’ ' fees, and as to which the Agent is not reimbursed by the Borrower; provided, however, that no Lender shall be liable for the payment of any portion of such liabilities, obligations, losses, damages, claims, costs or expenses which are determined by a court of competent jurisdiction in a final proceeding to have resulted solely from the Agent’s 's gross negligence or willful wilful misconduct. The Agent shall not be required to take any action hereunder, under the Notes or under any other Loan Document, or to prosecute or defend any suit in respect of this Agreement, the Notes or any other Loan Document, unless it is indemnified hereunder to its satisfaction. If any indemnity in favor of the Agent shall be or become, in the Agent’s 's determination, inadequate, the Agent may call for additional indemnification from the Lenders and cease to do the acts indemnified against hereunder until such additional indemnity is given.

Actions. Each Lender hereby appoints National City the Administrative Agent as its Administrative Agent under and for purposes of this Agreement, the Notes and each other Loan Document. Each Lender authorizes the Administrative Agent to act on behalf of such Lender under this Agreement, the Notes and each other Loan Document and, in the absence of other written instructions from the Required Lenders received from time to time by the Administrative Agent (with respect to which the Administrative Agent agrees that it will comply, except as otherwise provided in this Section 9.1 or as otherwise advised by counselcounsel in order to avoid contravention of applicable law), to exercise such powers hereunder and thereunder as are specifically delegated to or required of the Administrative Agent by the terms hereof and thereof, together with such powers as may be reasonably incidental theretothereto (including the release of Liens on assets Disposed of in accordance with the terms of the Loan Documents). Each Lender hereby indemnifies (which indemnity shall survive any termination of this Agreement) the Administrative Agent, pro rata according to such Lender’s Percentageproportionate Total Exposure Amount, from and against any and all liabilities, obligations, losses, damages, claims, costs or expenses of any kind or nature whatsoever which may at any time be imposed on, incurred by, or asserted against, the Administrative Agent in any way relating to or arising out of this Agreement, the Notes and any other Loan Document, (including reasonable attorneys’ fees), and as to which the Administrative Agent is not reimbursed by the BorrowerBorrowers; providedprovided that, however, that no Lender shall be liable for the payment of any portion of such liabilities, obligations, losses, damages, claims, costs or expenses which are determined by a court of competent jurisdiction in a final proceeding to have resulted solely from the Administrative Agent’s gross negligence or willful misconduct. The Administrative Agent shall not be required to take any action hereunder, under the Notes or under any other Loan Document, or to prosecute or defend any suit in respect of this Agreement, the Notes or any other Loan Document, unless it is indemnified hereunder to its satisfaction. If any indemnity in favor of the Administrative Agent shall be or become, in the Administrative Agent’s determination, inadequate, the Administrative Agent may call for additional indemnification from the Lenders and cease to do the acts indemnified against hereunder until such additional indemnity is given.

Actions. Each Lender and each Issuing Bank hereby appoints National City (i) JPMorgan Chase Bank, N.A., as its the Administrative Agent under this Agreement and for purposes of each other Loan Document, (ii) Xxxxx Fargo Bank, N.A., as Syndication Agent under this AgreementAgreement and each other Loan Document, the Notes and (iii) Compass Bank, Deutsche Bank Securities Inc. and MUFG Union Bank, N.A., as Documentation Agents under this Agreement and each other Loan Document. Each Lender authorizes the Administrative Agent to act on behalf of such Lender under this Agreement, the Notes Agreement and each other Loan Document and, in the absence of other written instructions from the Required Lenders received from time to time by the Administrative Agent (with respect to which the Administrative Agent agrees that it will comply, except as otherwise provided in this Section or as otherwise advised by counsel), to exercise such powers hereunder and thereunder as are specifically delegated to or required of the Administrative Agent by the terms hereof and thereof, together with such powers as may be reasonably incidental thereto. Each Lender acknowledges that neither the Syndication Agent nor any of the Documentation Agents have any duties or obligations under this Agreement or any other Loan Document in connection with their capacity as either a Syndication Agent or Documentation Agent, respectively. Each Lender hereby indemnifies (which indemnity shall survive any termination of this Agreement) each of the AgentAgents, pro rata according to such Lender’s Percentage, WHETHER OR NOT RELATED TO ANY SINGULAR, JOINT OR CONCURRENT NEGLIGENCE OF THE AGENTS, from and against any and all liabilities, obligations, losses, damages, claims, costs or expenses of any kind or nature whatsoever which may at any time be imposed on, incurred by, or asserted against, the any Agent in any way relating to or arising out of this Agreement, the Notes Agreement and any other Loan Document, including reasonable attorneys’ fees, and as to which the such Agent is not reimbursed by the Borrower; provided, however, that no Lender shall be liable for the payment of any portion of such liabilities, obligations, losses, damages, claims, costs or expenses which are determined by a court of competent jurisdiction in a final proceeding to have resulted solely from the such Agent’s gross negligence or willful misconduct. The Agent None of the Agents shall not be required to take any action hereunder, under the Notes hereunder or under any other Loan Document, or to prosecute or defend any suit in respect of this Agreement, the Notes Agreement or any other Loan Document, unless it is indemnified hereunder to its satisfaction. If any indemnity in favor of the any Agent shall be or becomebecome inadequate, in the such Agent’s determination, inadequateas the case may be, the such Agent may call for additional indemnification from the Lenders and cease to do the acts indemnified against hereunder until such additional indemnity is given. Notwithstanding any provision to the contrary contained elsewhere in this Agreement or in any other Loan Document, none of the Agents shall have any duties or responsibilities, except as expressly set forth herein, nor shall any of the Agents have or be deemed to have any fiduciary relationship with any Lender, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or any other Loan Document or otherwise exist against any of the Agents.

Actions. Each Lender hereby appoints National City Macquarie Bank Limited as its Administrative Agent under and for purposes of this Agreement, the Notes and each other Loan Document. Each Lender authorizes the Administrative Agent to act on behalf of such Lender under this Agreement, the Notes and each other Loan Document and, in the absence of other written instructions from the Required Lenders received from time to time by the Administrative Agent (with respect to which the Administrative Agent agrees that it will comply, except as otherwise provided in this Section or as otherwise advised by counselcounsel in order to avoid contravention of applicable law), to exercise such powers hereunder and thereunder as are specifically delegated to or required of the Administrative Agent by the terms hereof and thereof, together with such powers as may be reasonably incidental thereto. Each Lender hereby indemnifies (which indemnity shall survive any termination of this Agreement) the Administrative Agent, pro rata according to such Lender’s Percentageproportionate [Total Exposure Amount], from and against any and all liabilities, obligations, losses, damages, claims, costs or expenses of any kind or nature whatsoever which may at any time be imposed on, incurred by, or asserted against, the Administrative Agent in any way relating to or arising out of this Agreement, the Notes and any other Loan Document, Document (including reasonable attorneys’ fees), and as to which the Administrative Agent is not reimbursed by the Borrower; provided, however, provided that no Lender shall be liable for the payment of any portion of such liabilities, obligations, losses, damages, claims, costs or expenses which are determined by a court of competent jurisdiction in a final proceeding to have resulted solely from the Administrative Agent’s gross negligence or willful misconduct. The Administrative Agent shall not be required to take any action hereunder, under the Notes or under any other Loan Document, or to prosecute or defend any suit in respect of this Agreement, the Notes or any other Loan Document, unless it is indemnified hereunder to its satisfaction. If any indemnity in favor of the Administrative Agent shall be or become, in the Administrative Agent’s determination, inadequate, the Administrative Agent may call for additional indemnification from the Lenders and cease to do the acts indemnified against hereunder until such additional indemnity is given. The Administrative Agent is authorized to release collateral that is permitted to be sold or released pursuant to the terms of the Loan Documents.

Actions. Each Lender hereby appoints National City CIBC as its Agent under and for purposes of this Agreement, the Notes and each other Loan Document. Each Lender authorizes the Agent to act on behalf of such Lender under this Agreement, the Notes and each other Loan Document and, in the absence of other written instructions from the Required Lenders received from time to time by the Agent (with respect to which the Agent agrees that it will comply, except as otherwise provided in this Section or as otherwise advised by counsel), to exercise such powers hereunder and thereunder as are specifically delegated to or required of the Agent by the terms hereof and thereof, together with such powers as may be reasonably incidental thereto. Each Lender hereby indemnifies (which indemnity shall survive any termination of this Agreement) the Agent, pro rata PRO RATA according to such Lender’s 's Percentage, from and against any and all liabilities, obligations, losses, damages, claims, costs or expenses of any kind or nature whatsoever which may at any time be imposed on, incurred by, or asserted against, the Agent in any way relating to or arising out of this Agreement, the Notes and any other Loan Document, including reasonable attorneys’ ' fees, and as to which the Agent is not reimbursed by the Borrower; providedPROVIDED, howeverHOWEVER, that no Lender shall be liable for the payment of any portion of such liabilities, obligations, losses, damages, claims, costs or expenses which are determined by a court of competent jurisdiction in a final proceeding to have resulted solely from the Agent’s 's gross negligence or willful wilful misconduct. The Agent shall not be required to take any action hereunder, under the Notes or under any other Loan Document, or to prosecute or defend any suit in respect of this Agreement, the Notes or any other Loan Document, unless it is indemnified hereunder to its satisfaction. If any indemnity in favor of the Agent shall be or become, in the Agent’s 's determination, inadequate, the Agent may call for additional indemnification from the Lenders and cease to do the acts indemnified against hereunder until such additional indemnity is given.

Actions. Each Lender hereby appoints National City DLJ as its Syndication Agent and UBOC as its Administrative Agent under and for purposes of this Agreement, the Notes Agreement and each other Loan Document. Each Lender authorizes the Agent Agents to act on behalf of such Lender under this Agreement, the Notes Agreement and each other Loan Document and, in the absence of other written instructions from the Required Lenders received from time to time by the Agent Agents (with respect to which each of the Agent Agents agrees that it will comply, except as otherwise provided in this Section or as otherwise advised by counsel), to exercise such powers hereunder and thereunder as are specifically delegated to or required of the Agent Agents by the terms hereof and thereof, together with such powers as may be reasonably incidental thereto. Each Lender hereby indemnifies (which indemnity shall survive any termination of this Agreement) the AgentAgents, pro rata according to ratably in accordance with their respective Term Loans outstanding and Commitments (or, if no Term Loans or Commitments are at the time outstanding and in effect, then ratably in accordance with the principal amount of Term Loans held by such Lender’s PercentageLender and their respective Commitments as in effect in each case on the date of the termination of this Agreement), from and against any and all liabilities, obligations, losses, damages, claims, costs or expenses of any kind or nature whatsoever which may at any time be imposed on, incurred by, or asserted against, either of the Agent Agents in any way relating to or arising out of this Agreement, the Notes Agreement and any other Loan Document, including reasonable attorneys’ ' fees, and as to which the any Agent is not reimbursed by the BorrowerBorrower or any other Obligor (and without limiting the obligation of the Borrower or any other Obligor to do so); provided, however, that no Lender shall be liable for the payment of any portion of such liabilities, obligations, losses, damages, claims, costs or expenses which are determined by a court of competent jurisdiction in a final proceeding to have resulted solely from the such Agent’s 's gross negligence or willful misconduct. The Agent Agents shall not be required to take any action hereunder, under the Notes hereunder or under any other Loan Document, or to prosecute or defend any suit in respect of this Agreement, the Notes Agreement or any other Loan Document, unless it is indemnified hereunder to its satisfaction. If any indemnity in favor of either of the Agent Agents shall be or become, in the such Agent’s 's determination, inadequate, the such Agent may call for additional indemnification from the Lenders and cease to do the acts indemnified against hereunder until such additional indemnity is given.. The Borrower and the Lenders agree that the Administrative Agent may delegate any of its duties under this Agreement to any of its Affiliates. Any such Affiliate (and such Affiliate's directors, officers, agents and employees) which performs duties in connection with this Agreement shall be entitled to the same benefits of the indemnification, waiver and other protective provisions to which such Agent is entitled under Articles IX and X.

Actions. Each Lender hereby appoints National City BNP Paribas as its Administrative Agent under and for purposes of this Agreement, the Notes and each other Loan Document. Each Lender authorizes the Administrative Agent to act on behalf of such Lender under this Agreement, the Notes and each other Loan Document and to appoint other agents or sub-agents to assist in its actions under the Loan Documents and, in the absence of other written instructions from the Required Lenders received from time to time by the Administrative Agent (with respect to which the Administrative Agent agrees that it will comply, except as otherwise provided in this Section or as otherwise advised by counselcounsel in order to avoid contravention of applicable law), to exercise such powers hereunder and thereunder as are specifically delegated to or required of the Administrative Agent by the terms hereof and thereof, together with such powers as may be reasonably incidental theretothereto (including the release of Liens on assets Disposed of in accordance with the terms of the Loan Documents). Each Lender hereby indemnifies (which indemnity shall survive any termination of this Agreement) the Administrative Agent, pro rata according to such Lender’s Percentageproportionate Total Exposure Amount, from and against any and all liabilities, obligations, losses, damages, claims, costs or expenses of any kind or nature whatsoever which may at any time be imposed on, incurred by, or asserted against, the Administrative Agent in any way relating to or arising out of this Agreement, the Notes and any other Loan Document, (including reasonable attorneys’ fees), and as to which the Agent Administrative Agent, is not reimbursed by the Borrower; providedprovided that, however, that no Lender shall be liable for the payment of any portion of such liabilities, obligations, losses, damages, claims, costs or expenses which that are determined by a court of competent jurisdiction in a final proceeding to have resulted solely from the Administrative Agent’s gross negligence or willful misconduct. The Administrative Agent shall not be required to take any action hereunder, under the Notes or under any other Loan Document, or to prosecute or defend any suit in respect of this Agreement, the Notes or any other Loan Document, unless it is indemnified hereunder to its satisfaction. If any indemnity in favor of the Administrative Agent shall be or become, in the Administrative Agent’s determination, inadequate, the Administrative Agent may call for additional indemnification from the Lenders and cease to do the acts indemnified against hereunder until such additional indemnity is given.

Actions. Each Lender hereby appoints National City ABN as its Agent under and for purposes of this Agreement, the Notes and each other Loan Document. Each Lender authorizes the Agent to act on behalf of such Lender under this Agreement, the Notes and each other Loan Document and, in the absence of other written instructions from the Required Lenders received from time to time by the Agent (with respect to which the Agent agrees that it will comply, except as otherwise provided in this Section or as otherwise advised by counsel), to exercise such powers hereunder and thereunder as are specifically delegated to or required of the Agent by the terms hereof and thereof, together with such powers as may be reasonably incidental thereto. Each Lender hereby indemnifies (which indemnity shall survive any termination of this Agreement) the Agent, pro rata according to such Lender’s 's Percentage, from and against any and all liabilities, obligations, losses, damages, claims, costs or expenses of any kind or nature whatsoever which may at any time be imposed on, incurred by, or asserted against, the Agent in any way relating to or arising out of this Agreement, the Notes and any other Loan Document, including reasonable attorneys’ ' fees, and as to which the Agent is not reimbursed by the BorrowerBorrowers; provided, however, that no Lender shall be liable for the payment of any portion of such liabilities, obligations, losses, damages, claims, costs or expenses which are determined by a court of competent jurisdiction in a final proceeding to have resulted solely from the Agent’s 's gross negligence or willful wilful misconduct. The Agent shall not be required to take any action hereunder, under the Notes or under any other Loan Document, or to prosecute or defend any suit in respect of this Agreement, the Notes or any other Loan Document, unless it is indemnified hereunder to its satisfaction. If any indemnity in favor of the Agent shall be or become, in the Agent’s 's determination, inadequate, the Agent may call for additional indemnification from the Lenders and cease to do the acts indemnified against hereunder until such additional indemnity is given.

Actions. Each Lender hereby appoints National City BankAmerica as its Agent under and for purposes of this Agreement, the Notes and each other Loan Document, and BankAmerica hereby accepts such appointment. Each Lender authorizes the Agent to act on behalf of such Lender under this Agreement, the Notes and each other Loan Document and, in the absence of other written instructions from the Required Lenders received from time to time by the Agent (with respect to which the Agent agrees that it will comply, except as otherwise provided in this Section or as otherwise advised by counseland to the extent such instructions may reasonably be expected to comply with applicable law), to exercise such powers and to perform such duties hereunder and thereunder as are specifically delegated to or required of the Agent by the terms hereof and thereof, together with such powers as may be reasonably incidental thereto; provided, however, that the Agent shall not take any action that requires the consent of any Lender unless it receives such consent. Each Lender hereby indemnifies (which indemnity shall survive any termination of this Agreement) the Agent, pro rata according to such Lender’s 's Percentage, from and against any and all liabilities, obligations, losses, damages, claims, costs or expenses of any kind or nature whatsoever which may at any time be imposed on, incurred by, or asserted against, the Agent in any way relating to or arising out of this Agreement, the Notes and any other Loan Document, including reasonable attorneys’ ' fees, and as to which the Agent is not reimbursed by the BorrowerBorrowers; provided, however, that no Lender shall be liable for the payment of any portion of such liabilities, obligations, losses, damages, claims, costs or expenses which are determined by a court of competent jurisdiction in a final proceeding to have resulted solely from the Agent’s 's gross negligence or willful wilful misconduct. The Agent shall not be required to take any action hereunder, under the Notes or under any other Loan Document, or to prosecute or defend any suit in respect of this Agreement, the Notes or any other Loan Document, unless it is indemnified hereunder to its satisfaction. If any indemnity in favor of the Agent shall be or become, in the Agent’s 's determination, inadequate, the Agent may call for additional indemnification from the Lenders and cease to do the acts indemnified against hereunder until such additional indemnity is given.

Actions. Each Lender hereby irrevocably appoints National City as its Agent under and for purposes of this Agreement, the Notes and each other Loan DocumentAgent. Each Lender authorizes the Agent to act on behalf of such Lender under this Agreement, the Notes and each other Loan Credit Document and, in the absence of other written instructions from the Required Lenders received from time to time by the Agent (with respect to which the Agent agrees that it will comply, except as otherwise provided in this Section or as otherwise advised by counselcounsel in order to avoid contravention of applicable law), to exercise such powers hereunder and thereunder as are specifically delegated to or required of the Agent by the terms hereof and thereof, together with such powers as may be reasonably incidental thereto. Each Lender hereby indemnifies (which indemnity shall survive any termination of this Agreement) the Agent, pro rata according to such Lender’s Percentageproportionate Total Exposure Amount, from and against any and all liabilities, obligations, losses, damages, claims, costs or expenses of any kind or nature whatsoever which may at any time be imposed on, incurred by, or asserted against, the Agent in any way relating to or arising out of this Agreement, the Notes and any other Loan Credit Document, including reasonable attorneys’ fees, and as to which the Agent is not reimbursed by the Borrower; provided, however, that no Lender shall be liable for the payment of any portion of such liabilities, obligations, losses, damages, claims, costs or expenses which are determined by a court of competent jurisdiction in a final proceeding to have resulted solely from the Agent’s gross negligence or willful misconduct. The Agent shall not be required to take any action hereunder, under the Notes or under any other Loan Credit Document, or to prosecute or defend any suit in respect of this Agreement, the Notes or any other Loan Credit Document, unless it is indemnified hereunder to its satisfaction. If any indemnity in favor of the Agent shall be or become, in the Agent’s determination, inadequate, the Agent may call for additional indemnification from the Lenders and cease to do the acts indemnified against hereunder until such additional indemnity is given.

Actions. Each Lender hereby appoints National City Scotiabank as its Administrative Agent and as a Lead Arranger under and for purposes of this Agreement, the Notes and each other Loan Document. Each Lender authorizes the Administrative Agent to act on behalf of such Lender under this Agreement, the Notes Notes, and each other Loan Document and, in the absence of other written instructions from the Required Lenders received from time to time by the Administrative Agent (with respect to which the Administrative Agent agrees that it will comply, except as otherwise provided in this Section or as otherwise advised by counsel), to exercise such powers hereunder and thereunder as are specifically delegated to or required of the Administrative Agent by the terms hereof and thereof, together with such powers as may be reasonably incidental thereto. Each Lender hereby appoints each of JPMorgan, CS Securities and MLPFS as a Lead Arranger. Each Lender hereby appoints each of JPMorgan and Credit Suisse AG, Cayman Islands Branch, as a Syndication Agent and Bank of America, N.A., Fifth Third Bank, US Bank National Association, Mizuho Corporate Bank, Ltd. and TD Bank, N.A., as the Documentation Agents. Each Lender hereby indemnifies (which indemnity shall survive any termination of this Agreement) the each Agent, pro rata according to such Lender’s Percentageratably in accordance with their respective Term Loans outstanding and Commitments (or, if no Term Loans or Commitments are at the time outstanding and in effect, then ratably in accordance with the principal amount of Term Loans and their respective Commitments as in effect in each case on the date of the termination of this Agreement), from and against any and all liabilities, obligations, losses, damages, claims, costs or expenses of any kind or nature whatsoever which may at any time be imposed on, incurred by, or asserted against, the Agent Agents in any way relating to or arising out of this Agreement, the Notes and any other Loan Document, including reasonable attorneys’ fees, and as to which the any Agent is not reimbursed by the BorrowerBorrower or any other Obligor (and without limiting the obligation of the Borrower or any other Obligor to do so); provided, however, that no Lender shall be liable for the payment of any portion of such liabilities, obligations, losses, damages, claims, costs or expenses which are determined by a court of competent jurisdiction in a final proceeding to have resulted solely from the an Agent’s gross negligence or willful misconduct. The Agent Agents shall not be required to take any action hereunder, under the Notes or under any other Loan Document, or to prosecute or defend any suit in respect of this Agreement, the Notes or any other Loan Document, unless it is indemnified hereunder to its satisfaction. If any indemnity in favor of the Agent Agents shall be or become, in the any Agent’s determination, inadequate, the any Agent may call for additional indemnification from the Lenders and cease to do the acts indemnified against hereunder until such additional indemnity is given. Notwithstanding the foregoing, the Lead Arrangers, the Syndication Agents and the Documentation Agents shall have no duties, obligations or liabilities under any Loan Document.

Actions. Each Lender hereby appoints National City Scotiabank as its Administrative Agent and Citibank as its Documentation Agent under and for purposes of this Agreement, the Notes and each other Loan Document. Each Lender authorizes the each Agent to act on behalf of such Lender under this Agreement, the Notes and each other Loan Document and, in the absence of other written instructions from the Required Lenders received from time to time by the such Agent (with respect to which the such Agent agrees that it will comply, except as otherwise provided in this Section or as otherwise advised by counsel), to exercise such powers hereunder and thereunder as are specifically delegated to or required of the such Agent by the terms hereof and thereof, together with such powers as may be reasonably incidental thereto. Each Lender hereby indemnifies (which indemnity shall survive any termination of this Agreement) the each Agent, pro rata according to such Lender’s 's Percentage, from and against any and all liabilities, obligations, losses, damages, claims, costs or expenses of any kind or nature whatsoever which may at any time be imposed on, incurred by, or asserted against, the such Agent in any way relating to or arising out of this Agreement, the Notes and any other Loan Document, including reasonable attorneys’ ' fees, and as to which the such Agent is not reimbursed by the BorrowerBorrowers; provided, however, that no Lender shall be liable for the payment of any portion of such liabilities, obligations, losses, damages, claims, costs or expenses which are determined by a court of competent jurisdiction in a final proceeding to have resulted solely from the such Agent’s 's gross negligence or willful wilful misconduct. The Each Agent shall not be required to take any action hereunder, under the Notes or under any other Loan Document, or to prosecute or defend any suit in respect of this Agreement, the Notes or any other Loan Document, unless it is indemnified hereunder to its satisfaction. If any indemnity in favor of the any Agent shall be or become, in the such Agent’s 's determination, inadequate, the such Agent may call for additional indemnification from the Lenders and cease to do the acts indemnified against hereunder until such additional indemnity is given.

Actions. Each Lender hereby appoints National City U.S. BANK NATIONAL ASSOCIATION as its Agent (in such capacity, together with its successors and assigns, “Agent”) under and for purposes of this Agreement, the Notes Agreement and each other Loan Document. Each Lender authorizes the Agent to act on behalf of such Lender under this Agreement, the Notes Agreement and each other Loan Document and, in the absence of other written instructions from the Required Lenders received from time to time by the Agent (with respect to which the Agent agrees that it will comply, except as otherwise provided in this Section Article 15 or as otherwise advised by counsel), to exercise such powers hereunder and thereunder as are specifically delegated to or required of the Agent by the terms term is hereof and thereof, together with such powers as may reasonably be reasonably incidental thereto. Each Lender hereby indemnifies indenmifies (which indemnity shall survive any termination of this Agreement) the Agent, pro rata according to such Lender’s PercentagePro-Rata Share, from and against any and all liabilities, obligations, losses, damages, claims, costs or expenses of any kind or nature whatsoever which may at any time be imposed on, incurred by, or asserted against, the Agent in any way relating to or arising out of this Agreement, the Notes Agreement and any other Loan Document, including reasonable attorneys’ fees, and as to which the Agent is not reimbursed by the Borrower; provided, however, that no Lender shall be liable for the payment of any portion of such liabilities, obligations, losses, damages, claims, costs or expenses which are determined by a court of competent jurisdiction in a final proceeding to have resulted solely from the Agent’s gross negligence or willful misconduct. The Agent shall not be required to take any action hereunder, under the Notes or under any other Loan Document, or to prosecute or defend any suit in respect of this Agreement, the Notes Agreement or any other Loan Document, unless it is indemnified hereunder to its satisfaction. If any indemnity in favor of the Agent shall be or become, in the Agent’s determination, inadequate, the Agent may call for additional indemnification from the Lenders and cease to do the acts indemnified indenmified against hereunder until such additional indemnity is given.

Actions. Each Lender hereby appoints National City Xxxxxx Xxxxxxx as (i) its Administrative Agent under and for purposes of this Agreementeach Loan Document and (ii) the First Lien Agent under, and as defined in, the Notes and each other Loan DocumentIntercreditor Agreement. Each Lender authorizes the Administrative Agent (including in its capacity as First Lien Agent under, and as defined in, the Intercreditor Agreement) to act on behalf of such Lender under this Agreement, the Notes and each other Loan Document and, in the absence of other written instructions from the Required Lenders received from time to time by the Administrative Agent (with respect to which the Administrative Agent agrees that it will comply, except as otherwise provided in this Section or as otherwise advised by counselcounsel in order to avoid contravention of applicable law), to exercise such powers hereunder and thereunder as are specifically delegated to or required of the Administrative Agent by the terms hereof and thereof, together with such powers as may be reasonably incidental theretothereto (including the release of Liens on (x) assets Disposed of in accordance with the terms of the Loan Documents and (y) Motor Vehicles in connection with the Motor Vehicle Financing). Each Lender hereby indemnifies (which indemnity shall survive any termination of this Agreement) the Administrative Agent, pro rata according to such Lender’s Percentageproportionate Total Exposure Amount, from and against any and all liabilities, obligations, losses, damages, claims, costs or expenses of any kind or nature whatsoever which may at any time be imposed on, incurred by, or asserted against, the Administrative Agent in any way relating to or arising out of this Agreement, the Notes and any other Loan Document, Document (including reasonable 101 attorneys’ fees), and as to which the Administrative Agent is not reimbursed by the BorrowerBorrowers; provided, however, provided that no Lender shall be liable for the payment of any portion of such liabilities, obligations, losses, damages, claims, costs or expenses which are determined by a court of competent jurisdiction in a final proceeding to have resulted solely from the Administrative Agent’s gross negligence or willful misconduct. The Administrative Agent shall not be required to take any action hereunder, under the Notes or under any other Loan Document, or to prosecute or defend any suit in respect of this Agreement, the Notes or any other Loan Document, unless it is indemnified hereunder to its satisfaction. If any indemnity in favor of the Administrative Agent shall be or become, in the Administrative Agent’s determination, inadequate, the Administrative Agent may call for additional indemnification from the Lenders and cease to do the acts indemnified against hereunder until such additional indemnity is given. The Administrative Agent may perform any of its duties under any Loan Document by or through its officers, directors, agents, employees, Affiliates or other designees.

Actions. Each Lender hereby appoints National City DLJ as its Syndication Agent, BTCo as its Administrative Agent and CSFB as its Documentation Agent under and for purposes of this Agreement, the Notes Agreement and each other Loan Document. Each Lender authorizes the Agent Agents to act on behalf of such Lender under this Agreement, the Notes Agreement and each other Loan Document and, in the absence of other written instructions from the Required Lenders received from time to time by the Agent Agents (with respect to which each of the Agent Agents agrees that it will comply, except as otherwise provided in this Section or as otherwise advised by counsel), to exercise such powers hereunder and thereunder as are specifically delegated to or required of the Agent Agents by the terms hereof and thereof, together with such powers as may be reasonably incidental thereto. Each Lender hereby indemnifies (which indemnity shall survive any termination of this Agreement) the AgentAgents, pro rata according to ratably in accordance with their respective Term Loans outstanding and Commitments (or, if no Term Loans or Commitments are at the time outstanding and in effect, then ratably in accordance with the principal amount of Term Loans held by such Lender’s Percentage, and their respective Commitments as in effect in each case on the date of the termination of this Agreement), from and against any and all liabilities, obligations, losses, damages, claims, costs or expenses of any kind or nature whatsoever which may at any time be imposed on, incurred by, by or asserted against, any of the Agent Agents in any way relating to or arising out of this Agreement, the Notes Agreement and any other Loan Document, including reasonable attorneys’ ' fees, and as to which the any Agent is not reimbursed by the BorrowerCompany or any other Obligor (and without limiting the obligation of the Company or any other Obligor to do so); provided, however, that no Lender shall be liable for the payment of any portion of such liabilities, obligations, losses, damages, claims, costs or expenses which are determined by a court of competent jurisdiction in a final proceeding to have resulted solely from the such Agent’s 's gross negligence or willful misconduct. The Agent Agents shall not be required to take any action hereunder, under the Notes hereunder or under any other Loan Document, or to prosecute or defend any suit in respect of this Agreement, the Notes Agreement or any other Loan Document, unless it is indemnified hereunder to its satisfaction. If any indemnity in favor of any of the Agent Agents shall be or become, in the such Agent’s 's determination, inadequate, the Agent may call for additional indemnification from the Lenders and cease to do the acts indemnified against hereunder until such additional indemnity is given.

Actions. Each Lender hereby appoints National City Scotiabank as its Agent under and for purposes of this Agreement, the Notes and each other Loan Document. Each Lender authorizes the Agent to act on behalf of such Lender under this Agreement, the Notes and each other Loan Document and, in the absence of other written instructions from the Required Lenders received from time to time by the Agent (with respect to which the Agent agrees that it will comply, except as otherwise provided in this Section or as otherwise advised by counsel), to exercise such powers hereunder and thereunder as are specifically delegated to or required of the Agent by the terms hereof and thereof, together with such powers as may be reasonably incidental thereto. Each Lender hereby indemnifies (which indemnity shall survive any termination of this Agreement) the Agent, pro rata according to such Lender’s 's Percentage, from and against any and all liabilities, obligations, losses, damages, claims, costs or expenses of any kind or nature whatsoever which may at any time be imposed on, incurred by, or asserted against, the Agent in any way relating to or arising out of this Agreement, the Notes and any other Loan Document, including reasonable attorneys’ ' fees, and as to which the Agent is not reimbursed by the Borrower; provided, however, that no Lender shall be liable for the payment of any portion of such liabilities, obligations, losses, damages, claims, costs or expenses which are determined by a court of competent jurisdiction in a final proceeding to have resulted solely from the Agent’s 's gross negligence or willful wilful misconduct. The Agent shall not be required to take any action hereunder, under the Notes or under any other Loan Document, or to prosecute or defend any suit in respect of this Agreement, the Notes or any other Loan Document, unless it is indemnified hereunder to its satisfaction. If any indemnity in favor of the Agent shall be or become, in the Agent’s 's determination, inadequate, the Agent may call for additional indemnification from the Lenders and cease to do the acts indemnified against hereunder until such additional indemnity is given.

Actions. Each Lender hereby appoints National City Scotiabank as its Agent agent under and for purposes of this Agreement, the Notes and each other Loan Document. Each Lender authorizes the Agent to act on behalf of such Lender under this Agreement, the Notes and each other Loan Document and, in the absence of other written instructions from the Required Lenders received from time to time by the Agent (with respect to which and the Agent hereby agrees that it will comply, except as otherwise provided in this Section or as otherwise advised by counselindependent counsel of nationally recognized standing, with such written instructions), to exercise such powers hereunder and thereunder as are specifically delegated to or required of the Agent by the terms hereof and thereof, together with such powers as may be reasonably incidental thereto. Each Lender hereby indemnifies the Agent and each Issuer (which indemnity indemnities shall survive any termination of this Agreement) the Agent, Agreement and shall be pro rata according to such Lender’s 's Percentage), from and against any and all liabilities, obligations, losses, damages, claims, costs or expenses of any kind or nature whatsoever which may at any time be imposed on, incurred by, or asserted against, the Agent or any Issuer in any way relating to or arising out of this Agreement, the Notes and any other Loan Document, including reasonable attorneys’ ' fees, and as to which the Agent is not reimbursed by the Borrower; provided, however, that no Lender shall be liable for the payment of any portion of such liabilities, obligations, losses, damages, claims, costs or expenses which are determined by a court of competent jurisdiction in a final proceeding to have resulted solely from the Agent’s 's gross negligence or willful wilful misconduct. The Agent shall not be required to take any action hereunder, under the Notes or under any other Loan Document, or to prosecute or defend any suit in respect of this Agreement, the Notes or any other Loan Document, unless it is indemnified hereunder to its satisfaction. If any indemnity in favor of the Agent shall be or become, in the Agent’s 's determination, inadequate, the Agent may call for additional indemnification from the Lenders and cease to do the acts indemnified against hereunder until such additional indemnity is given.

Actions. Each Lender hereby appoints National City Scotiabank as its U.S. Agent, as its Canadian Agent and/or (in each case) as its collateral agent, as the case may be, under and for purposes of this Agreement, the Notes and each other Loan Document. Each Lender authorizes the applicable Agent to act on behalf of such Lender under this Agreement, the Notes and each other Loan Document and, in the absence of other written instructions from the Required Lenders received from time to time by the such Agent (with respect to which the such Agent agrees that it will comply, except as otherwise provided in this Section or as otherwise advised by counselcounsel in order to avoid contravention of applicable law), to exercise such powers hereunder and thereunder as are specifically delegated to or required of the such Agent by the terms hereof and thereof, together with such powers as may be reasonably incidental thereto. Each Lender hereby indemnifies (which indemnity shall survive any termination of this Agreement) the each Agent, pro rata PRO RATA according to such Lender’s Percentage's percentage of the Total Exposure Amount, from and against any and all liabilities, obligations, losses, damages, claims, costs or expenses of any kind or nature whatsoever which may at any time be imposed on, incurred by, or asserted against, the either Agent in any way relating to or arising out of this Agreement, the Notes and any other Loan Document, including reasonable attorneys’ ' fees, and as to which the such Agent is not reimbursed by the a Borrower; providedPROVIDED, howeverHOWEVER, that no Lender shall be liable for the payment of any portion of such liabilities, obligations, losses, damages, claims, costs or expenses which are determined by a court of competent jurisdiction in a final proceeding to have resulted solely from the such Agent’s 's gross negligence or willful wilful misconduct. The Neither Agent shall not be required to take any action hereunder, under the Notes or under any other Loan Document, or to prosecute or defend any suit in respect of this Agreement, the Notes or any other Loan Document, unless it is indemnified hereunder to its satisfaction. If any indemnity in favor of the Agent Agents shall be or become, in the either Agent’s 's determination, inadequate, the such Agent may call for additional indemnification from the Lenders and cease to do the acts indemnified against hereunder until such additional indemnity is given.

Actions. (a) Each Lender Guarantor hereby irrevocably appoints National City the Agent as its Agent agent under and for purposes of this Agreement, Agreement and the Notes and each other Loan DocumentDocuments. Each Lender Guarantor authorizes the Agent to act on behalf of such Lender Guarantor under this Agreement, the Notes Agreement and each other Loan Document and, in the absence of other written instructions from the Required Lenders Guarantors received from time to time by the Agent (with respect to which the Agent agrees that it will comply, except as otherwise provided in this Section or as otherwise advised by counsel), to exercise such powers hereunder and thereunder as are specifically delegated to or required of the Agent by the terms hereof and thereof, together with such powers as may be reasonably incidental thereto. Each Lender Guarantor hereby indemnifies and holds harmless (which indemnity shall survive any termination of this Agreement) the Agent, pro rata according to such Lender’s Percentageand the directors, officers, agents or employees of the Agent, from and against any and all liabilities, obligations, losses, damages, claims, costs or expenses of any kind or nature whatsoever which may at any time be imposed on, incurred by, or asserted against, the Agent in any way relating to or arising out of this Agreement, the Notes Agreement and any other Loan DocumentDocuments, including reasonable including, without limitation, attorneys’ ' fees, and as to which the Agent is not indemnified or reimbursed by the Borrower; provided, however, that no Lender shall be liable for the payment of any portion of such liabilities, obligations, losses, damages, claims, costs or expenses which are determined by a court of competent jurisdiction in a final proceeding to have resulted solely from the Agent’s gross negligence or willful misconductCompany. The Agent shall not be required to take any action hereunder, under the Notes hereunder or under any other Loan Document, or to prosecute or defend any suit in respect of this Agreement, the Notes Agreement or any other Loan Document, unless it is indemnified hereunder to its the Agent's satisfaction. If any indemnity in favor of the Agent shall be or become, in the Agent’s 's determination, inadequate, the Agent may call for demand additional indemnification from the Lenders Guarantors and cease to do the acts indemnified against act as Agent hereunder until such additional indemnity is given.

Actions. Each Term Loan Lender hereby appoints National City DLJ as its Syndication Agent and Collateral Agent and ABN as its Administrative Agent under and for purposes of this Agreement, the Term Notes and each other Loan Document. Each Term Loan Lender authorizes the Agents and the Collateral Agent to act on behalf of such Term Loan Lender under this Agreement, the Term Notes and each other Loan Document and, in the absence of other written instructions from the Required Term Loan Lenders received from time to time by the Agents and the Collateral Agent (with respect to which each of the Agents and the Collateral Agent agrees that it will comply, except as otherwise provided in this Section or as otherwise advised by counsel), to exercise such powers hereunder and thereunder as are specifically delegated to or required of the Agents and the Collateral Agent by the terms hereof and thereof, together with such powers as may be reasonably incidental thereto. Each Term Loan Lender acknowledges and consents to DLJ's acting as Syndication Agent and Collateral Agent and ABN's acting as Administrative Agent for the Revolving Credit Lenders under the Revolving Credit Agreement and the other Revolving Credit Documents. Each Term Loan Lender hereby indemnifies (which indemnity shall survive any termination of this Agreement) the Agents and the Collateral Agent, pro rata according to ratably in accordance with their respective Term Loans outstanding and Term Loan Commitments (or, if no Term Loans or Term Loan Commitments are at the time outstanding and in effect, then ratably in accordance with the principal amount of Term Loans held by such Term Loan Lender’s Percentage, and their respective Term Loan Commitments as in effect in each case on the date of the termination of this Agreement), from and against any and all liabilities, obligations, losses, damages, claims, costs or expenses of any kind or nature whatsoever which may at any time be imposed on, incurred by, or asserted against, either of the Agents or the Collateral Agent in any way relating to or arising out of this Agreement, the Term Notes and any other Loan Document, including reasonable attorneys’ ' fees, and as to which the any Agent is not reimbursed by the BorrowerBorrower or any other Obligor (and without limiting the obligation of the Borrower or any other Obligor to do so); provided, however, that no Term Loan Lender shall be liable for the payment of any portion of such liabilities, obligations, losses, damages, claims, costs or expenses which are determined by a court of competent jurisdiction in a final proceeding to have resulted solely from such Agent's or the Collateral Agent’s 's gross negligence or willful misconduct. The Agents and the Collateral Agent shall not be required to take any action hereunder, under the Term Notes or under any other Loan Document, or to prosecute or defend any suit in respect of this Agreement, the Term Notes or any other Loan Document, unless it is indemnified hereunder to its satisfaction; provided, however, that, notwithstanding the foregoing, (i) no Agent or the Collateral Agent shall be obligated to take any action which is inconsistent with the terms of this Agreement or any Loan Document, (ii) no Agent or the Collateral Agent shall be obligated to take any action which exposes it to personal liability or which, in its judgment is contrary to applicable law, and (iii) no Agent or Collateral Agent shall have any right or be obligated or entitled to enforce any right or remedy contained herein, in any Loan Document or available at law or equity (other than the rights of set off) except through the Collateral Agent who is hereby granted sole and exclusive authority on behalf of the Agents with respect thereto. If any indemnity in favor of either of the Agents or the Collateral Agent shall be or become, in such Agent's or the Collateral Agent’s 's determination, inadequate, the Agents or the Collateral Agent may call for additional indemnification from the Term Loan Lenders and cease to do the acts indemnified against hereunder until such additional indemnity is given.

Actions. Each Lender hereby appoints National City Xxxxxx Xxxxxxx as (i) its Administrative Agent under and for purposes of this Agreementeach Loan Document and (ii) the First Lien Agent under, and as defined in, the Notes and each other Loan DocumentIntercreditor Agreement. Each Lender authorizes the Administrative Agent (including in its capacity as First Lien Agent under, and as defined in, the Intercreditor Agreement) to act on behalf of such Lender under this Agreement, the Notes and each other Loan Document and, in the absence of other written instructions from the Required Lenders received from time to time by the Administrative Agent (with respect to which the Administrative Agent agrees that it will comply, except as otherwise provided in this Section or as otherwise advised by counselcounsel in order to avoid contravention of applicable law), to exercise such powers hereunder and thereunder as are specifically delegated to or required of the Administrative Agent by the terms hereof and thereof, together with such powers as may be reasonably incidental theretothereto (including the release of Liens on (x) assets Disposed of in accordance with the terms of the Loan Documents and (y) Motor Vehicles in connection with the Motor Vehicle Financing). Each Lender hereby indemnifies (which indemnity shall survive any termination of this Agreement) the Administrative Agent, pro rata according to such Lender’s Percentage's proportionate Total Exposure Amount, from and against any and all liabilities, obligations, losses, damages, claims, costs or expenses of any kind or nature whatsoever which may at any time be imposed on, incurred by, or asserted against, the Administrative Agent in any way relating to or arising out of this Agreement, the Notes and any other Loan Document, Document (including reasonable attorneys’ ' fees), and as to which the Administrative Agent is not reimbursed by the BorrowerBorrowers; provided, however, provided that no Lender shall be liable for the payment of any portion of such liabilities, obligations, losses, damages, claims, costs or expenses which are determined by a court of competent jurisdiction in a final proceeding to have resulted solely from the Administrative Agent’s 's gross negligence or willful misconduct. The Administrative Agent shall not be required to take any action hereunder, under the Notes or under any other Loan Document, or to prosecute or defend any suit in respect of this Agreement, the Notes or any other Loan Document, unless it is indemnified hereunder to its satisfaction. If any indemnity in favor of the Administrative Agent shall be or become, in the Administrative Agent’s 's determination, inadequate, the Administrative Agent may call for additional indemnification from the Lenders and cease to do the acts indemnified against hereunder until such additional indemnity is given. The Administrative Agent may perform any of its duties under any Loan Document by or through its officers, directors, agents, employees, Affiliates or other designees.

Actions. Each Lender hereby appoints National City U.S. Bank as its Agent Administrative Lender and authorizes U.S. Bank to perform the functions of Administrative Lender under and for purposes of this Agreement, the Notes and each other Loan DocumentDocuments. Each Lender authorizes the Agent Administrative Lender to act on behalf of such Lender under this Agreement, the Notes and each other Loan Document Documents and, in the absence of other written instructions from the Required Lenders received from time to time by the Agent Administrative Lender (with respect to which the Agent Administrative Lender agrees that it will comply, except as otherwise provided in this Section or as otherwise advised by counsel), to exercise such powers hereunder and thereunder as are specifically delegated to or required of the Agent Administrative Lender by the terms hereof and thereof, together with such powers as may be reasonably incidental thereto. Each Lender hereby indemnifies (which indemnity shall survive any termination of this Agreement) the Agent, pro rata according to such Lender’s Percentage, Administrative Lender ratably from and against any and all liabilities, obligations, losses, damages, claims, costs or expenses of any kind or nature whatsoever which may at any time be imposed on, incurred by, or asserted against, the Agent against Administrative Lender in any way relating to or arising out of this Agreement, the Notes and any other Loan DocumentDocuments, including reasonable attorneys’ feesfees (whether incurred at the trial or appellate level, in an arbitration or administrative proceeding, in bankruptcy, (including, without limitation, any adversary proceeding, contested matter or motion) or otherwise), and as to which the Agent Administrative Lender is not reimbursed by the BorrowerBorrowers; provided, however, that no Lender shall be liable for the payment of any portion of such liabilities, obligations, losses, damages, claims, costs or expenses which are determined by a court of competent jurisdiction in a final proceeding to have resulted solely from the AgentAdministrative Lender’s gross negligence or willful misconduct. The Agent Administrative Lender shall not be required to take any action hereunder, under the Notes or under any other Loan Document, or to prosecute or defend any suit in respect of this Agreement, the Notes or any other Loan Document, unless it is indemnified hereunder to its satisfaction. If any indemnity in favor of the Agent Administrative Lender shall be or become, in the AgentAdministrative Lender’s determination, inadequate, the Agent Administrative Lender may call for additional indemnification from the Lenders and cease to do the acts indemnified against hereunder until such additional indemnity is given.

Actions. Each Term Loan Lender hereby appoints National City DLJ as its Syndication Agent and Collateral Agent and ABN as its Administrative Agent under and for purposes of this Agreement, the Term Notes and each other Loan Document. Each Term Loan Lender authorizes the Agents and the Collateral Agent to act on behalf of such Term Loan Lender under this Agreement, the Term Notes and each other Loan Document and, in the absence of other written instructions from the Required Term Loan Lenders received from time to time by the Agents and the Collateral Agent (with respect to which each of the Agents and the Collateral Agent agrees that it will comply, except as otherwise provided in this Section or as otherwise advised by counsel), to exercise such powers hereunder and thereunder as are specifically delegated to or required of the Agents and the Collateral Agent by the terms hereof and thereof, together with such powers as may be reasonably incidental thereto. Each Term Loan Lender acknowledges and consents to DLJ's acting as Syndication Agent and Collateral Agent and ABN's acting as Administrative Agent for the Revolving Credit Lenders under the Revolving Credit Agreement and the other Revolving Credit Documents. Each Term Loan Lender hereby indemnifies (which indemnity shall survive any termination of this Agreement) the Agents and the Collateral Agent, pro rata according to ratably in accordance with the principal amount of Term Loans held by such Term Loan Lender’s Percentage, from and against any and all liabilities, obligations, losses, damages, claims, costs or expenses of any kind or nature whatsoever which may at any time be imposed on, incurred by, or asserted against, either of the Agents or the Collateral Agent in any way relating to or arising out of this Agreement, the Term Notes and any other Loan Document, including reasonable attorneys’ ' fees, and as to which the any Agent is not reimbursed by the BorrowerBorrower or any other Obligor (and without limiting the obligation of the Borrower or any other Obligor to do so); provided, however, that no Term Loan Lender shall be liable for the payment of any portion of such liabilities, obligations, losses, damages, claims, costs or expenses which are determined by a court of competent jurisdiction in a final proceeding to have resulted solely from such Agent's or the Collateral Agent’s 's gross negligence or willful misconduct. The Agents and the Collateral Agent shall not be required to take any action hereunder, under the Term Notes or under any other Loan Document, or to prosecute or defend any suit in respect of this Agreement, the Term Notes or any other Loan Document, unless it is indemnified hereunder to its satisfaction; provided, however, that, notwithstanding the foregoing, (i) no Agent or the Collateral Agent shall be obligated to take any action which is inconsistent with the terms of this Agreement or any Loan Document, (ii) no Agent or the Collateral Agent shall be obligated to take any action which exposes it to personal liability or which, in its judgment is contrary to applicable law, and (iii) no Agent or Collateral Agent shall have any right or be obligated or entitled to enforce any right or remedy contained herein, in any Loan Document or available at law or equity (other than the rights of set off) except through the Collateral Agent who is hereby granted sole and exclusive authority on behalf of the Agents with respect thereto. If any indemnity in favor of either of the Agents or the Collateral Agent shall be or become, in such Agent's or the Collateral Agent’s 's determination, inadequate, the Agents or the Collateral Agent may call for additional indemnification from the Term Loan Lenders and cease to do the acts indemnified against hereunder until such additional indemnity is given.

Actions. Each Lender hereby appoints National City Wachovia as its Administrative Agent under and for purposes of this Agreement, the Notes and each other Loan Document, and Wachovia as its Agent under and for purposes of the Collateral Documents. Each Lender authorizes the Administrative Agent to act on behalf of such Lender under this Agreement, the Notes and each other Loan Document and, in the absence of other written instructions from the Required Lenders received from time to time by the Administrative Agent (with respect to which the Administrative Agent agrees that it will comply, except as otherwise provided in this Section or as otherwise advised by counselcounsel in order to avoid contravention of applicable law), to exercise such powers hereunder and thereunder as are specifically delegated to or required of the Administrative Agent by the terms hereof and thereof, together with such powers as may be reasonably incidental thereto. Each Lender hereby indemnifies indemnifies, to the extent not indemnified by the Borrower (which indemnity shall survive any termination of this Agreement) ), the Administrative Agent, pro rata according to such Lender’s Total Percentage, from and against any and all liabilities, obligations, losses, damages, claims, costs or expenses of any kind or nature whatsoever which may at any time be imposed on, incurred by, or asserted against, the Administrative Agent in any way relating to or arising out of this Agreement, the Notes and any other Loan Document, including reasonable attorneys’ fees, and as to which the Administrative Agent is not reimbursed by the Borrower; provided, however, that no Lender shall be liable for the payment of any portion of such liabilities, obligations, losses, damages, claims, costs or expenses which are determined by a court of competent jurisdiction in a final proceeding to have resulted solely from the Administrative Agent’s gross negligence or willful misconduct. The Administrative Agent shall not be required to take any action hereunder, under the Notes hereunder or under any other Loan Document, or to prosecute or defend any suit in respect of this Agreement, the Notes Agreement or any other Loan Document, unless it is indemnified hereunder to its their satisfaction. If any indemnity in favor of the Administrative Agent shall be or become, in the Administrative Agent’s determination, inadequate, the Administrative Agent may call for additional indemnification from the Lenders and cease to do the acts indemnified against hereunder until such additional indemnity is given; provided, however, that any such additional indemnity shall be in accordance with, and limited to, such Lender’s Total Percentage.

Actions. Each Lender Bank hereby appoints National City Bankers Trust as its Administrative Agent and as its Collateral Agent under and for purposes of this Agreement, the Notes and each other Loan Document. Each Lender Bank authorizes the Administrative Agent and the Collateral Agent to act on behalf of such Lender Bank under this Agreement, the Notes and each other Loan Document and, in the absence of other written instructions from the Required Lenders Majority Banks received from time to time by the Administrative Agent or the Collateral Agent (with respect to which the Administrative Agent or the Collateral Agent agrees that it will comply, except as otherwise provided in this Section or as otherwise advised by counsel), to exercise such powers hereunder and thereunder as are specifically delegated to or required of the Administrative Agent or the Collateral Agent by the terms hereof and thereof, together with such powers as may be reasonably incidental thereto. Each Lender Bank hereby indemnifies (which indemnity shall survive any termination of this Agreement) the Administrative Agent, the Collateral Agent and the Issuer, pro rata according to such Lender’s Bank's Percentage, whether or not related to any singular, joint or concurrent negligence of the Administrative Agent and the Collateral Agent and the Issuer, from and against any and all liabilities, obligations, losses, damages, claims, costs or expenses of any kind or nature whatsoever which may at any time be imposed on, incurred by, or asserted against, the Administrative Agent, the Collateral Agent or the Issuer in any way relating to or arising out of this Agreement, the Notes and any other Loan Document, including reasonable attorneys’ ' fees, and as to which the Administrative Agent, the Collateral Agent or the Issuer, as the case may be, is not reimbursed by the Borrower; provided, however, that no Lender Bank shall be liable for the payment of any portion of such liabilities, obligations, losses, damages, claims, costs or expenses which are determined by a court of competent jurisdiction in a final proceeding non-appealable judgment to have resulted solely from the Administrative Agent’s 's or the Collateral Agent's or the Issuer's gross negligence or willful wilful misconduct. The Agent Administrative Agent, the Collateral Agent, and the Issuer shall not be required to take any action hereunder, under the Notes or under any other Loan Document, or to prosecute or defend any suit in respect of this Agreement, the Notes or any other Loan Document, unless it is indemnified hereunder to its satisfaction. If any indemnity in favor of the Administrative Agent, the Collateral Agent or the Issuer shall be or becomebecome inadequate, in the Administrative Agent’s 's, the Collateral Agent's or the Issuer's determination, inadequateas the case may be, the Administrative Agent, the Collateral Agent or the Issuer may call for additional indemnification from the Lenders Banks and cease to do the acts indemnified against hereunder until such additional indemnity is given. Notwithstanding any provision to the contrary contained elsewhere in this Agreement or in any other Loan Document, the Administrative Agent, the Collateral Agent and the Issuer shall not have any duties or responsibilities, except as expressly set forth herein, and the Administrative Agent, the Collateral Agent and the Issuer shall not have or be deemed to have any fiduciary relationship with any Bank or any other Agent, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or any other Loan Document or otherwise exist against any the Administrative Agent, the Collateral Agent or the Issuer.

Actions. Each Revolving Credit Lender hereby appoints National City DLJ as its Syndication Agent and Collateral Agent and ABN as its Administrative Agent under and for purposes of this Agreement, the Revolving Credit Notes and each other Loan Document. Each Revolving Credit Lender authorizes the Agents and the Collateral Agent to act on behalf of such Revolving Credit Lender under this Agreement, the Revolving Credit Notes and each other Loan Document and, in the absence of other written instructions from the Required Revolving Credit Lenders received from time to time by the Agents and the Collateral Agent (with respect to which each of the Agents and the Collateral Agent agrees that it will comply, except as otherwise provided in this Section or as otherwise advised by counsel), to exercise such powers hereunder and thereunder as are specifically delegated to or required of the Agents and the Collateral Agent by the terms hereof and thereof, together with such powers as may be reasonably incidental thereto. Each Revolving Credit Lender acknowledges and consents to DLJ's acting as Syndication Agent and Collateral Agent and ABN's acting as Administrative Agent and for the Term Loan Lenders under the Term Loan Agreement and the other Revolving Credit Documents. Each Revolving Credit Lender hereby indemnifies (which indemnity shall survive any termination of this Agreement) the Agents and the Collateral Agent, pro rata according to ratably in accordance with their respective Revolving Credit Loans outstanding and Revolving Credit Commitments (or, if no Revolving Credit Loans or Revolving Credit Commitments are at the time outstanding and in effect, then ratably in accordance with the principal amount of Revolving Credit Loans held by such Revolving Credit Lender’s Percentage, and their respective Revolving Credit Commitments as in effect in each case on the date of the termination of this Agreement), from and against any and all liabilities, obligations, losses, damages, claims, costs or expenses of any kind or nature whatsoever which may at any time be imposed on, incurred by, or asserted against, either of the Agents or the Collateral Agent in any way relating to or arising out of this Agreement, the Revolving Credit Notes and any other Loan Document, including reasonable attorneys’ ' fees, and as to which the any Agent is not reimbursed by the BorrowerRevolving Credit Borrowers or any other Revolving Credit Obligor (and without limiting the obligation of the Revolving Credit Borrowers or any other Revolving Credit Obligor to do so); provided, however, that no Revolving Credit Lender shall be liable for the payment of any portion of such liabilities, obligations, losses, damages, claims, costs or expenses which are determined by a court of competent jurisdiction in a final proceeding to have resulted solely from such Agent's or the Collateral Agent’s 's gross negligence or willful misconduct. The Agents and the Collateral Agent shall not be required to take any action hereunder, under the Revolving Credit Notes or under any other Loan Document, or to prosecute or defend any suit in respect of this Agreement, the Revolving Credit Notes or any other Loan Document, unless it is indemnified hereunder to its satisfaction; provided, however, that, notwithstanding the foregoing, (i) no Agent or the Collateral Agent shall be obligated to take any action which is inconsistent with the terms of this Agreement or any Loan Document, (ii) no Agent or the Collateral Agent shall be obligated to take any action which exposes it to personal liability or which, in its judgment is contrary to applicable law, and (iii) no Agent or the Collateral Agent shall have any right or be obligated or entitled to enforce any right or remedy contained herein, in any Loan Document or available at law or equity (other that the rights of set off) except through the Collateral Agent who is hereby granted sole and exclusive authority on behalf of the Agents with respect thereto. If any indemnity in favor of either of the Agents or the Collateral Agent shall be or become, in such Agent's or the Collateral Agent’s 's determination, inadequate, the Agents or the Collateral Agent may call for additional indemnification from the Revolving Credit Lenders and cease to do the acts indemnified against hereunder until such additional indemnity is given.

Actions. Each Lender and Issuer hereby appoints National City RBS as its Administrative Agent under and for purposes of this Agreement, the Notes and each other Loan Document. Each Lender authorizes the Administrative Agent to act on behalf of such Lender under this Agreement, the Notes and each other Loan Document and to appoint other agents or sub-agents to assist in its actions under the Loan Documents and, in the absence of other written instructions from the Required Lenders received from time to time by the Administrative Agent (with respect to which the Administrative Agent agrees that it will comply, except as otherwise provided in this Section or as otherwise advised by counselcounsel in order to avoid contravention of applicable law), to exercise such powers hereunder and thereunder as are specifically delegated to or required of the Administrative Agent by the terms hereof and thereof, together with such powers as may be reasonably incidental theretothereto (including the release of Liens on assets Disposed of in accordance with the terms of the Loan Documents). Each Lender hereby indemnifies (which indemnity shall survive any termination of this Agreement) the Administrative Agent, pro rata according to such Lender’s Percentageproportionate Total Exposure Amount, from and against any and all liabilities, obligations, losses, damages, claims, costs or expenses of any kind or nature whatsoever which may at any time be imposed on, incurred by, or asserted against, the Administrative Agent in any way relating to or arising out of this Agreement, the Notes and any other Loan Document, (including reasonable attorneys’ fees), and as to which the Agent Administrative Agent, is not reimbursed by the Borrower; providedprovided that, however, that no Lender shall be liable for the payment of any portion of such liabilities, obligations, losses, damages, claims, costs or expenses which that are determined by a court of competent jurisdiction in a final proceeding to have resulted solely from the Administrative Agent’s gross negligence or willful misconduct. The Administrative Agent shall not be required to take any action hereunder, under the Notes or under any other Loan Document, or to prosecute or defend any suit in respect of this Agreement, the Notes or any other Loan Document, unless it is indemnified hereunder to its satisfaction. If any indemnity in favor of the Administrative Agent shall be or become, in the Administrative Agent’s determination, inadequate, the Administrative Agent may call for additional indemnification from the Lenders and cease to do the acts indemnified against hereunder until such additional indemnity is given.. Credit Agreement (First Lien)

Actions. Each Lender hereby appoints National City U.S. Bank as its Agent Administrative Lender and authorizes U.S. Bank to perform the functions of Administrative Lender under and for purposes of this Agreement, the Notes and each other Loan DocumentDocuments. Each Lender authorizes the Agent Administrative Lender to act on behalf of such Lender under this Agreement, the Notes and each other Loan Document Documents and, in the absence of other written instructions from the Required Lenders received from time to time by the Agent Administrative Lender (with respect to which the Agent Administrative Lender agrees that it will comply, except as otherwise provided in this Section or as otherwise advised by counsel), to exercise such powers hereunder and thereunder as are specifically delegated to or required of the Agent Administrative Lender by the terms hereof and thereof, together with such powers as may be reasonably incidental thereto. Each Lender hereby indemnifies (which indemnity shall survive any termination of this Agreement) the Agent, pro rata according to such Lender’s Percentage, Administrative Lender ratably from and against any and all liabilities, obligations, losses, damages, claims, costs or expenses of any kind or nature whatsoever which may at any time be imposed on, incurred by, or asserted against, the Agent against Administrative Lender in any way relating to or arising out of this Agreement, the Notes and any other Loan DocumentDocuments, including reasonable attorneys’ fees' fees (whether incurred at the trial or appellate level, in an arbitration or administrative proceeding, in bankruptcy, (including, without limitation, any adversary proceeding, contested matter or motion) or otherwise), and as to which the Agent Administrative Lender is not reimbursed by the BorrowerBorrowers; provided, however, that no Lender shall be liable for the payment of any portion of such liabilities, obligations, losses, damages, claims, costs or expenses which are determined by a court of competent jurisdiction in a final proceeding to have resulted solely from the Agent’s Administrative Lender's gross negligence or willful misconduct. The Agent Administrative Lender shall not be required to take any action hereunder, under the Notes or under any other Loan Document, or to prosecute or defend any suit in respect of this Agreement, the Notes or any other Loan Document, unless it is indemnified hereunder to its satisfaction. If any indemnity in favor of the Agent Administrative Lender shall be or become, in the Agent’s Administrative Lender's determination, inadequate, the Agent Administrative Lender may call for additional indemnification from the Lenders and cease to do the acts indemnified against hereunder until such additional indemnity is given.

Actions. Each Lender hereby appoints National City Credit Suisse First Boston as its Administrative Agent under and for purposes of this Agreement, the Notes and each other Loan Document. Each Lender authorizes the Administrative Agent to act on behalf of such Lender under this Agreement, the Notes and each other Loan Document and, in the absence of other written instructions from the Required Lenders received from time to time by the Administrative Agent (with respect to which the Administrative Agent agrees that it will comply, except as otherwise provided in this Section or as otherwise advised by counselcounsel in order to avoid contravention of applicable law), to exercise such powers hereunder and thereunder as are specifically delegated to or required of the Administrative Agent by the terms hereof and thereof, together with such powers as may be reasonably incidental thereto. Each Lender hereby indemnifies (which indemnity shall survive any termination of this Agreement) the Agent, each Agent pro rata according to such Lender’s 's Percentage, from and against any and all liabilities, obligations, losses, damages, claims, costs or expenses of any kind or nature whatsoever which may at any time be imposed on, incurred by, or asserted against, the such Agent in any way relating to or arising out of this Agreement, the Notes and any other Loan Document, including reasonable attorneys’ ' fees, and as to which the such Agent is not reimbursed by the BorrowerBorrowers; provided, however, that no Lender shall be liable for the payment of any portion of such liabilities, obligations, losses, damages, claims, costs or expenses which are determined by a court of competent jurisdiction in a final proceeding to have resulted solely from the such Agent’s 's gross negligence or willful misconduct. The No Agent shall not be required to take any action hereunder, under the Notes or under any other Loan Document, or to prosecute or defend any suit in respect of this Agreement, the Notes or any other Loan Document, unless it such Agent is indemnified hereunder to its satisfaction. If any indemnity in favor of the either Agent shall be or become, in the such Agent’s 's determination, inadequate, the such Agent may call for additional indemnification from the Lenders and cease to do the acts indemnified against hereunder until such additional indemnity is given.

Actions. Each Lender The Secured Parties hereby authorize and appoints National City as its Agent under and for purposes of this Agreement, the Notes and each other Loan Document. Each Lender authorizes the Collateral Agent to act on behalf of each such Lender Secured Party as collateral agent for and representative of such Secured Party under this AgreementAgreement and each of the Notes, to enforce the rights provided under this Agreement and each of the Notes and each other Loan Document the obligations of the Company hereunder and thereunder and, in the absence of other written instructions from the Required Lenders received from time to time by the Agent (with respect to which the Agent agrees that it will comply, except as otherwise provided in this Section or as otherwise advised by counsel), to exercise such powers hereunder and thereunder as are specifically delegated to or required of the Collateral Agent by the terms hereof and thereof, together with such powers as may be reasonably incidental thereto. Each Lender hereby indemnifies The Secured Parties agree (which indemnity agreement shall survive any termination of this Agreement) to indemnify the Collateral Agent, pro rata according to such Lender’s Percentage, from and against any and all liabilities, obligations, losses, damages, claims, costs penalties, actions, judgments, suits, costs, expenses or expenses disbursements of any kind or nature whatsoever which may at any time be imposed on, incurred by, or asserted against, against the Collateral Agent in any way relating to or arising out of this Agreement, the Notes and any other Loan Documentagreement relating thereto, including the reimbursement of the Collateral Agent for all reasonable out-of-pocket expenses (including attorneys’ fees' fees and expenses) incurred by the Collateral Agent hereunder or in connection herewith or in enforcing the obligations of the Company under this Agreement and the Notes, and in all cases as to which the Collateral Agent is not reimbursed by the BorrowerCompany; provided, howeverthat none of the Secured Parties, that no Lender expressly excluding the Collateral Agent, shall be liable for the payment of any portion of such liabilities, obligations, losses, damages, claimspenalties, costs actions, judgments, suits, costs, expenses or expenses which are disbursements determined by a court of competent jurisdiction in a final proceeding to have resulted solely from the Collateral Agent’s 's gross negligence or willful misconduct. The Collateral Agent shall not be required to take or omit to take any action hereunder, hereunder or under the Notes or under any other Loan DocumentNotes, or to prosecute or defend any suit in respect of this AgreementAgreement or any of the Notes, the Notes or any other Loan Documentagreement relating thereto, unless it is indemnified to its satisfaction by the Secured Parties against loss, costs, liability, and expense. The Collateral Agent may delegate its duties hereunder to its satisfaction. If any indemnity affiliates, agents, attorneys-in-fact and receivers (which term includes receivers as managers) selected in favor of good faith by the Agent shall be or become, in the Collateral Agent’s determination, inadequate, the Agent may call for additional indemnification from the Lenders and cease to do the acts indemnified against hereunder until such additional indemnity is given.

Actions. Each Lender hereby appoints National City JPMorgan as its Administrative Agent under and for purposes of this Agreement, the Notes and each other Loan Document. Each Lender authorizes the Administrative Agent to act on behalf of such Lender under this Agreement, the Notes and each other Loan Document and, in the absence of other written instructions from the Required Lenders received from time to time by the Administrative Agent (with respect to which the Administrative Agent agrees that it will comply, except as otherwise provided in this Section or as otherwise advised by counselcounsel in order to avoid contravention of applicable law), to exercise such powers hereunder and thereunder as are specifically delegated to or required of the Administrative Agent by the terms hereof and thereof, together with such powers as may be reasonably incidental thereto. Each Lender hereby indemnifies (which indemnity shall survive any termination of this Agreement) the Administrative Agent, pro rata according to such Lender’s Percentageproportionate Total Exposure Amount, from and against any and all liabilities, obligations, losses, damages, claims, costs or expenses of any kind or nature whatsoever which may at any time be imposed on, incurred by, or asserted against, the Administrative Agent in any way relating to or arising out of this Agreement, the Notes and any other Loan Document, Document (including reasonable attorneys’ fees), and as to which the Administrative Agent is not reimbursed by the Borrower; provided, however, provided that no Lender shall be liable for the payment of any portion of such liabilities, obligations, losses, damages, claims, costs or expenses which are determined by a court of competent jurisdiction in a final proceeding to have resulted solely from the Administrative Agent’s gross negligence or willful misconduct. The Administrative Agent shall not be required to take any action hereunder, under the Notes or under any other Loan Document, or to prosecute or defend any suit in respect of this Agreement, the Notes or any other Loan Document, unless it is indemnified hereunder to its satisfaction. If any indemnity in favor of the Administrative Agent shall be or become, in the Administrative Agent’s determination, inadequate, the Administrative Agent may call for additional indemnification from the Lenders and cease to do the acts indemnified against hereunder until such additional indemnity is given. The Administrative Agent is authorized to release collateral that is permitted to be sold or released pursuant to the terms of the Loan Documents.

Actions. Each Lender hereby appoints National City PNC Bank as its Administrative Agent and Collateral Agent under and for purposes of this Agreement, the Notes and each other Loan Document. Each Lender authorizes the each Agent to act on behalf of such Lender under this Agreement, the Notes and each other Loan Document and, in the absence of other written instructions from the Required Lenders received from time to time by the each applicable Agent (with respect to which the such Agent agrees that it will comply, except as otherwise provided in this Section or as otherwise advised by counselcounsel in order to avoid contravention of applicable law), to exercise such powers hereunder and thereunder as are specifically delegated to or required of the such Agent by the terms hereof and thereof, together with such powers as may be reasonably incidental theretothereto (including the release of Liens on assets Disposed of in accordance with the terms of the Loan Documents). Each Lender hereby indemnifies (which indemnity shall survive any termination of this Agreement) the AgentAgents, pro rata according to such Lender’s Percentageproportionate Total Exposure Amount, from and against any and all liabilities, obligations, losses, damages, claims, costs or expenses of any kind or nature whatsoever which may at any time be imposed on, incurred by, or asserted against, the an Agent in any way relating to or arising out of this Agreement, the Notes and any other Loan Document, (including reasonable attorneys’ fees), and as to which the such Agent is not reimbursed by the BorrowerBorrowers; provided, however, that no Lender shall be liable for the payment of any portion of such liabilities, obligations, losses, damages, claims, costs or expenses which are determined by a court of competent jurisdiction in a final proceeding to have resulted solely from the such Agent’s gross negligence or willful misconduct. The Neither Agent shall not be required to take any action hereunder, under the Notes or under any other Loan Document, or to prosecute or defend any suit in respect of this Agreement, the Notes or any other Loan Document, unless it is indemnified hereunder to its satisfaction. If any indemnity in favor of the an Agent shall be or become, in the such Agent’s determination, inadequate, the such Agent may call for additional indemnification from the Lenders and cease to do the acts indemnified against hereunder until such additional indemnity is given.

Actions. Each Lender hereby appoints National City Bank of Montreal as its Agent under and for purposes of this Agreement, the Notes Notes, the Letters of Credit and each other Loan Document. Each Lender authorizes the Agent and each Issuer to act on behalf of such Lender under this Agreement, the Notes Notes, the Letters of Credit and each other Loan Document and, in the absence of other written instructions from the Required Lenders received from time to time by the Agent (with respect to which the Agent agrees that it will comply, except as otherwise provided in this Section or as otherwise advised by counsel), to exercise such powers hereunder and thereunder as are specifically delegated to or required of the Agent or such Issuer by the terms hereof and thereof, together with such powers as may be reasonably incidental thereto. Each Lender hereby indemnifies (which indemnity shall survive any termination of this Agreement) the Agent, pro rata according to such Lender’s 's Percentage, from and against any and all liabilities, obligations, losses, damages, claims, costs or expenses of any kind or nature whatsoever which may at any time be imposed on, incurred by, or asserted against, the Agent or such Issuer in any way relating to or arising out of its services as Agent under this Agreement, the Notes Notes, the Letters of Credit and any other Loan Document, including reasonable attorneys’ ' fees, and as to which the Agent or such Issuer is not reimbursed by the Borrower; provided, however, that no Lender shall be liable for the payment of any portion of such liabilities, obligations, losses, damages, claims, costs or expenses which are determined by a court of competent jurisdiction in a final proceeding to have resulted solely from the Agent’s 's gross negligence or willful wilful misconduct. The Agent or any Issuer shall not be required to take any action hereunder, under the Notes under the Letters of Credit or under any other Loan Document, or to prosecute or defend any suit in respect of this Agreement, the Notes Notes, the Letters of Credit or any other Loan Document, unless it is indemnified hereunder to its satisfaction. If any indemnity in favor of the Agent or any Issuer shall be or become, in the Agent’s 's determination, inadequate, the Agent or such Issuer may call for additional indemnification from the Lenders and cease to do the acts indemnified against hereunder until such additional indemnity is given.

Actions. Each Revolving Loan Lender hereby appoints National City as its Revolving Loan Administrative Agent under and for purposes of this Agreementeach Loan Document, the Notes each Term Loan Lender hereby appoints CS as its Term Loan Administrative Agent under and for purposes of each Loan Document, and each other Lender hereby appoints National City as its Collateral Agent under and for purposes of each Loan Document. Each Lender authorizes the such Agent to act on behalf of such Lender under this Agreement, the Notes and each other Loan Document and, in the absence of other written instructions from the Required Lenders received from time to time by the such Agent (with respect to which the each Agent agrees that it will comply, except as otherwise provided in this Section or as otherwise advised by counselcounsel in order to avoid contravention of applicable law), to exercise such powers hereunder and thereunder as are specifically delegated to or required of the such Agent by the terms hereof and thereof, together with such powers as may be reasonably incidental theretothereto (including the release of Liens on assets Disposed of in accordance with the terms of the Loan Documents). Each Lender hereby indemnifies (which indemnity shall survive any termination of this Agreement) the each Agent, pro rata according to such Lender’s Percentageproportionate Total Exposure Amount, from and against any and all liabilities, obligations, losses, damages, claims, costs or expenses of any kind or nature whatsoever which may at any time be imposed on, incurred by, or asserted against, the such Agent in any way relating to or arising out of this Agreement, the Notes and any other Loan Document, (including reasonable attorneys’ fees), and as to which the such Administrative Agent is not reimbursed by the BorrowerBorrowers; provided, however, provided that no Lender shall be liable for the payment of any portion of such liabilities, obligations, losses, damages, claims, costs or expenses which are determined by a court of competent jurisdiction in a final proceeding to have resulted solely from the such Agent’s gross negligence or willful misconduct. The No Agent shall not be required to take any action hereunder, under the Notes or under any other Loan Document, or to prosecute or defend any suit in respect of this Agreement, the Notes or any other Loan Document, unless it is indemnified hereunder to its satisfaction. If any indemnity in favor of the any Agent shall be or become, in the such Agent’s determination, inadequate, the Agent may call for additional indemnification from the Lenders and cease to do the acts indemnified against hereunder until such additional indemnity is given.

Actions. Each Lender hereby appoints National City First Union as its Administrative Agent under and for purposes of this Agreement, the Notes and each other Loan Document. Each Lender authorizes the Administrative Agent to act on behalf of such Lender under this Agreement, the Notes and each other Loan Document and, in the absence of other written instructions from the Required Lenders received from time to time by the Administrative Agent (with respect to which the Administrative Agent agrees that it will comply, except as otherwise provided in this Section or as otherwise advised by counselcounsel in order to avoid contravention of applicable law), to exercise such powers hereunder and thereunder as are specifically delegated to or required of the Administrative Agent by the terms hereof and thereof, together with such powers as may be reasonably incidental thereto. Each Lender hereby indemnifies (which indemnity shall survive any termination of this Agreement) the AgentAdministrative Agent and the Arranger, pro rata according to such Lender’s Percentage's Percentage of the Total Exposure Amount, from and against any and all liabilities, obligations, losses, damages, claims, costs or expenses of any kind or nature whatsoever which may at any time be imposed on, incurred by, or asserted against, the Administrative Agent or the Arranger in any way relating to or arising out of this Agreement, the Notes and any other Loan Document, including reasonable attorneys’ ' fees, and as to which the Administrative Agent or the Arranger is not reimbursed by the BorrowerBorrowers; provided, however, that no Lender shall be liable for the payment of any portion of such liabilities, obligations, losses, damages, claims, costs or expenses which are determined by a court of competent jurisdiction in a final proceeding to have resulted solely from the Administrative Agent’s 's or the Arranger's gross negligence or willful wilful misconduct. The Administrative Agent shall not be required to take any action hereunder, under the Notes or under any other Loan Document, or to prosecute or defend any suit in respect of this Agreement, the Notes or any other Loan Document, unless it is indemnified hereunder to its satisfaction. If any indemnity in favor of the Administrative Agent shall be or become, in the Administrative Agent’s 's determination, inadequate, the Administrative Agent may call for additional indemnification from the Lenders and cease to do the acts indemnified against hereunder until such additional indemnity is given.

Actions. Each Lender hereby appoints National City as its ------- Agent under and for purposes of this Agreement, the Notes and each other Loan Document. Each Lender authorizes the Agent to act on behalf of such Lender under this Agreement, the Notes and each other Loan Document and, in the absence of other written instructions from the Required Lenders received from time to time by the Agent (with respect to which the Agent agrees that it will comply, except as otherwise provided in this Section or as otherwise advised by counsel), to exercise such powers hereunder and thereunder as are specifically delegated to or required of the Agent by the terms hereof and thereof, together with such powers as may be reasonably incidental thereto. Each Lender hereby indemnifies (which indemnity shall survive any termination of this Agreement) the Agent, pro rata according to such Lender’s 's Percentage, from and against any --- ---- and all liabilities, obligations, losses, damages, claims, costs or expenses of any kind or nature whatsoever which may at any time be imposed on, incurred by, or asserted against, the Agent in any way relating to or arising out of this Agreement, the Notes and any other Loan Document, including reasonable attorneys’ ' fees, and as to which the Agent is not reimbursed by the Borrower; provided, however, that no Lender shall be liable for the payment of any -------- ------- portion of such liabilities, obligations, losses, damages, claims, costs or expenses which are determined by a court of competent jurisdiction in a final proceeding to have resulted solely from the Agent’s 's gross negligence or willful misconduct. The Agent shall not be required to take any action hereunder, under the Notes or under any other Loan Document, or to prosecute or defend any suit in respect of this Agreement, the Notes or any other Loan Document, unless it is indemnified hereunder to its satisfaction. If any indemnity in favor of the Agent shall be or become, in the Agent’s 's determination, inadequate, the Agent may call for additional indemnification from the Lenders and cease to do the acts indemnified against hereunder until such additional indemnity is given.

Actions. Each Lender hereby appoints National City Scotia Capital as its Administrative Agent under and for purposes of this Agreement, the Notes and each other Loan Document. Each Lender authorizes the Administrative Agent to act on behalf of such Lender under this Agreement, the Notes and each other Loan Document and, in the absence of other written instructions from the Required Lenders received from time to time by the Administrative Agent (with respect to which the Administrative Agent agrees that it will comply, except as otherwise provided in this Section or as otherwise advised by counselcounsel in order to avoid contravention of applicable law), to exercise such powers hereunder and thereunder as are specifically delegated to or required of the Administrative Agent by the terms hereof and thereof, together with such powers as may be reasonably incidental thereto. Each Lender hereby indemnifies (which indemnity shall survive any termination of this Agreement) the Administrative Agent, pro rata according to such Lender’s Percentage's proportionate Total Exposure Amount, from and against any and all liabilities, obligations, losses, damages, claims, costs or expenses of any kind or nature whatsoever which may at any time be imposed on, incurred by, or asserted against, the Administrative Agent in any way relating to or arising out of this Agreement, the Notes and any other Loan Document, (including reasonable attorneys’ ' fees), and as to which the Administrative Agent is not reimbursed by the BorrowerAccount Party; providedprovided that, however, that no Lender shall be liable for the payment of any portion of such liabilities, obligations, losses, damages, claims, costs or expenses which are determined by a court of competent jurisdiction in a final proceeding to have resulted solely from the Administrative Agent’s 's gross negligence or willful misconduct. The Administrative Agent shall not be required to take any action hereunder, under the Notes or under any other Loan Document, or to prosecute or defend any suit in respect of this Agreement, the Notes or any other Loan Document, unless it is indemnified hereunder to its satisfaction. If any indemnity in favor of the Administrative Agent shall be or become, in the Administrative Agent’s 's determination, inadequate, the Administrative Agent may call for additional indemnification from the Lenders and cease to do the acts indemnified against hereunder until such additional indemnity is given.

Actions. Each Lender hereby appoints National City (i) JPMorgan as its the Administrative Agent under this Agreement and for purposes each other Loan Document, (ii) Wachovia Bank, National Association, as Syndication Agent under this Agreement and each other Loan Document, and (iii) Barclays Bank PLC, Deutsche Bank AG New York Branch and The Royal Bank of Scotland plc, as Co-Documentation Agents under this Agreement, the Notes Agreement and each other Loan Document. Each Lender authorizes the Administrative Agent to act on behalf of such Lender under this Agreement, the Notes Agreement and each other Loan Document and, in the absence of other written instructions from the Required Lenders received from time to time by the Administrative Agent (with respect to which the Administrative Agent agrees that it will comply, except as otherwise provided in this Section or as otherwise advised by counsel), to exercise such powers hereunder and thereunder as are specifically delegated to or required of the Administrative Agent by the terms hereof and thereof, together with such powers as may be reasonably incidental thereto. Each Lender acknowledges that none of the Syndication Agent or the Co-Documentation Agents have any duties or obligations under this Agreement or any other Loan Document in connection with their capacity as either the Syndication Agent or a Co-Documentation Agent, respectively. Each Lender hereby indemnifies (which indemnity shall survive any termination of this Agreement) each of the AgentAgents, pro rata according to such Lender’s Percentage, WHETHER OR NOT RELATED TO ANY SINGULAR, JOINT OR CONCURRENT NEGLIGENCE OF THE AGENTS, from and against any and all liabilities, obligations, losses, damages, claims, costs or expenses of any kind or nature whatsoever which may at any time be imposed on, incurred by, or asserted against, the any Agent in any way relating to or arising out of this Agreement, the Notes Agreement and any other Loan Document, including reasonable attorneys’ fees, and as to which the such Agent is not reimbursed by the Borrower; provided, however, that no Lender shall be liable for the payment of any portion of such liabilities, obligations, losses, damages, claims, costs or expenses which are determined by a court of competent jurisdiction in a final proceeding to have resulted solely from the such Agent’s gross negligence or willful misconduct. The Agent None of the Agents shall not be required to take any action hereunder, under the Notes hereunder or under any other Loan Document, or to prosecute or defend any suit in respect of this Agreement, the Notes Agreement or any other Loan Document, unless it is indemnified hereunder to its satisfaction. If any indemnity in favor of the any Agent shall be or becomebecome inadequate, in the such Agent’s determination, inadequateas the case may be, the such Agent may call for additional indemnification from the Lenders and cease to do the acts indemnified against hereunder until such additional indemnity is given. Notwithstanding any provision to the contrary contained elsewhere in this Agreement or in any other Loan Document, none of the Agents shall have any duties or responsibilities, except as expressly set forth herein, nor shall any of the Agents have or be deemed to have any fiduciary relationship with any Lender, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or any other Loan Document or otherwise exist against any of the Agents.

Actions. Each Lender hereby appoints National City COMERICA BANK-CALIFORNIA ------- ("Comerica") as its Agent under and for purposes of this Agreement, the Notes Agreement and each -------- other Loan Document. Each Lender authorizes the Agent to act on behalf of such Lender under this Agreement, the Notes Agreement and each other Loan Document and, in the absence of other written instructions from the Required Lenders received from time to time by the Agent (with respect to which the Agent agrees that it will comply, except as otherwise provided in this Section or as otherwise advised by counsel), to exercise such powers hereunder and thereunder as are specifically delegated to or required of the Agent by the terms hereof and thereof, together with such powers as may be reasonably incidental thereto. Each Lender hereby indemnifies (which indemnity shall survive any termination of this Agreement) the Agent, pro rata --- ---- according to such Lender’s 's Percentage, from and against any and all liabilities, obligations, losses, damages, claims, costs or expenses of any kind or nature whatsoever which may at any time be imposed on, incurred by, or asserted against, the Agent in any way relating to or arising out of this Agreement, the Notes Agreement and any other Loan Document, including reasonable attorneys’ ' fees, and as to which the Agent is not reimbursed by the Borrower; provided, however, that no Lender shall be liable -------- ------- for the payment of any portion of such liabilities, obligations, losses, damages, claims, costs or expenses which are determined by a court of competent jurisdiction in a final proceeding to have resulted solely from the Agent’s 's gross negligence or willful wilful misconduct. The Agent shall not be required to take any action hereunder, under the Notes or under any other Loan Document, or to prosecute or defend any suit in respect of this Agreement, the Notes Agreement or any other Loan Document, unless it is indemnified hereunder to its satisfaction. If any indemnity in favor of the Agent shall be or become, in the Agent’s 's determination, inadequate, the Agent may call for additional indemnification from the Lenders and cease to do the acts indemnified against hereunder until such additional indemnity is given.

Actions. Each Lender hereby appoints National City Scotiabank as its Administrative Agent under and for purposes of this Agreement, the Notes Notes, the Intercompany Debt Subordination Agreement and each other Loan Document. Each Lender authorizes the Administrative Agent to act on behalf of such Lender under this Agreement, the Notes Notes, the Intercompany Debt Subordination Agreement and each other Loan Document and, in the absence of other written instructions from the Required Lenders received from time to time by the Administrative Agent (with respect to which the Administrative Agent agrees that it will comply, except as otherwise provided in this Section or as otherwise advised by counsel), to exercise such powers hereunder and thereunder as are specifically delegated to or required of the Administrative Agent by the terms hereof and thereof, together with such powers as may be reasonably incidental thereto. Each Lender hereby indemnifies (which indemnity shall survive any termination of this Agreement) the Administrative Agent, pro rata according to such Lender’s 's Percentage, from and against any and all liabilities, obligations, losses, damages, claims, costs or expenses of any kind or nature whatsoever which may at any time be imposed on, incurred by, or asserted against, the Administrative Agent in any way relating to or arising out of this Agreement, the Notes Notes, the Intercompany Debt Subordination Agreement and any other Loan Document, including reasonable attorneys’ ' fees, and as to which the Administrative Agent is not reimbursed by the Borrower; provided, however, that no Lender shall be liable for the payment of any portion of such liabilities, obligations, losses, damages, claims, costs or expenses which are determined by a court of competent jurisdiction in a final proceeding to have resulted solely from the Administrative Agent’s 's gross negligence or willful wilful misconduct. The Administrative Agent shall not be required to take any action hereunder, under the Notes or under any other Loan Document, or to prosecute or defend any suit in respect of this Agreement, the Notes Notes, the Intercompany Debt Subordination Agreement or any other Loan Document, unless it is indemnified hereunder to its satisfaction. If any indemnity in favor of the Administrative Agent shall be or become, in the Administrative Agent’s 's determination, inadequate, the Administrative Agent may call for additional indemnification from the Lenders and cease to do the acts indemnified against hereunder until such additional indemnity is given.may

Actions. Each Lender hereby appoints National City TD as its Administrative Agent under and for purposes of this Agreement, the Notes Agreement and each other Loan Document. Each Lender authorizes the Administrative Agent to act on behalf of such Lender under this Agreement, the Notes and each other Loan Document and, in the absence of other written instructions from the Required Lenders received from time to time by the Administrative Agent (with respect to which the Administrative Agent agrees that it will comply, except as otherwise provided in this Section or as otherwise advised by counselcounsel in order to avoid contravention of applicable law), to exercise such powers hereunder and thereunder as are specifically delegated to or required of the Administrative Agent by the terms hereof and thereof, together with such powers as may be reasonably incidental theretothereto (including the power to release any Lien granted to or held by the Administrative Agent for the benefit of the Lenders with respect to any collateral constituting collateral Disposed of in compliance with this Agreement and the other Loan Documents). Each Lender hereby indemnifies (which indemnity shall survive any termination of this Agreement) the Administrative Agent, pro rata according to such Lender’s Percentage's proportionate Total Exposure Amount, from and against any and all liabilities, obligations, losses, damages, claims, costs or expenses of any kind or nature whatsoever which may at any time be imposed on, incurred by, or asserted against, the Administrative Agent in any way relating to or arising out of this Agreement, the Notes Agreement and any other Loan Document, including reasonable attorneys’ ' fees, and as to which the extent the Administrative Agent is has not been reimbursed by the Borrower; provided, however, that no Lender shall be liable for the payment of any portion of such liabilities, obligations, losses, damages, claims, costs or expenses which are determined by a court of competent jurisdiction in a final proceeding to have resulted solely from the Administrative Agent’s 's gross negligence or willful wilful misconduct. The Administrative Agent shall not be required to take any action hereunder, under the Notes hereunder or under any other Loan Document, or to prosecute or defend any suit in respect of this Agreement, the Notes Agreement or any other Loan Document, unless it is indemnified hereunder to its satisfaction. If any indemnity in favor of the Administrative Agent shall be or become, in the Administrative Agent’s 's determination, inadequate, the Administrative Agent may call for additional indemnification from the Lenders and cease to do the acts indemnified against hereunder until such additional indemnity is given. Notwithstanding any provision to the contrary contained elsewhere in any Loan Document, the Administrative Agent shall not have any duties or responsibilities except those expressly set forth herein, nor shall the Administrative Agent have or be deemed to have any fiduciary relationship with any Lender, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into any Loan Document or otherwise exist against the Administrative Agent.

Actions. Each Lender hereby irrevocably appoints National City DLJ as its Syndication Agent and Wellx Xxxgo as its Administrative Agent under and for purposes of this Agreement, the Notes Agreement and each other Loan Document. Each Lender authorizes the Agent Agents to act on behalf of such Lender under this Agreement, the Notes Agreement and each other Loan Document and, in the absence of other written instructions from the Required Lenders received from time to time by the Agent Agents (with respect to which the each Agent agrees that it will comply, except as otherwise provided in this Section or as otherwise advised by counsel), to exercise such powers hereunder and thereunder as are specifically delegated to or required of the Agent Agents by the terms hereof and thereof, together with such powers as may be reasonably incidental thereto. Each Lender hereby indemnifies (which indemnity shall survive any termination of this Agreement) the AgentAgents, pro rata according to such Lender’s 's Percentage, from and against any and all liabilities, obligations, losses, damages, claims, costs or expenses of any kind or nature whatsoever which may at any time be imposed on, incurred by, or asserted against, any of the Agent Agents in any way relating to or arising out of this Agreement, the Notes Agreement and any other Loan Document, including reasonable attorneys’ ' fees, and as to which the any Agent is not reimbursed by the Borrower, regardless of whether caused in whole or in part by the negligence of any Agent; provided, however, that no Lender shall be liable for the payment of any portion of such liabilities, obligations, losses, damages, claims, costs or expenses which are determined by a court of competent jurisdiction in a final proceeding to have resulted solely from the such Agent’s 's gross negligence or willful wilful misconduct. The Agent Agents shall not be required to take any action hereunder, under the Notes or under any other Loan Document, or to prosecute or defend any suit in respect of this Agreement, the Notes Agreement or any other Loan Document, unless it is they are indemnified hereunder to its their satisfaction. If any indemnity in favor of the any Agent shall be or become, in the such Agent’s 's determination, inadequate, the such Agent may call for additional indemnification from the Lenders and cease to do the acts indemnified against hereunder until such additional indemnity is given.

Actions. Each Lender hereby appoints National City DLJ as its Syndication ------- Agent and First Union as its Administrative Agent under and for purposes of this Agreement, the Notes and each other Loan Document. Each Lender authorizes the Agent Agents to act on behalf of such Lender under this Agreement, the Notes and each other Loan Document and, in the absence of other written instructions from the Required Lenders received from time to time by the Agent Agents (with respect to which each of the Agent Agents agrees that it will comply, except as otherwise provided in this Section or as otherwise advised by counsel), to exercise such powers hereunder and thereunder as are specifically delegated to or required of the Agent Agents by the terms hereof and thereof, together with such powers as may be reasonably incidental thereto. Each Lender hereby indemnifies (which indemnity shall survive any termination of this Agreement) the AgentAgents, pro rata according to such Lender’s 's Percentage, --- ---- from and against any and all liabilities, obligations, losses, damages, claims, costs or expenses of any kind or nature whatsoever which may at any time be imposed on, incurred by, or asserted against, any of the Agent Agents in any way relating to or arising out of this Agreement, the Notes and any other Loan Document, including reasonable attorneys’ ' fees, and as to which the any Agent is not reimbursed by the Borrower; provided, however, that no Lender shall be liable -------- ------- for the payment of any portion of such liabilities, obligations, losses, damages, claims, costs or expenses which are determined by a court of competent jurisdiction in a final proceeding to have resulted solely from the such Agent’s 's gross negligence or willful wilful misconduct. The Agent Agents shall not be required to take any action hereunder, under the Notes or under any other Loan Document, or to prosecute or defend any suit in respect of this Agreement, the Notes or any other Loan Document, unless it each Agent is indemnified hereunder to its satisfaction. If any indemnity in favor of any of the Agent Agents shall be or become, in the such Agent’s 's determination, inadequate, the such Agent may call for additional indemnification from the Lenders and cease to do the acts indemnified against hereunder until such additional indemnity is given.

Actions. Each Lender hereby appoints National City DLJ as its Syndication Agent and Bank One as its Administrative Agent under and for purposes of this Agreement, the Notes Agreement and each other Loan Document. Each Lender authorizes the Agent Agents to act on behalf of such Lender under this Agreement, the Notes Agreement and each other Loan Document and, in the absence of other written instructions from the Required Lenders received from time to time by the Agent Agents (with respect to which each of the Agent Agents agrees that it will comply, except as otherwise provided in this Section or as otherwise advised by counsel), to exercise such powers hereunder and thereunder as are specifically delegated to or required of the Agent Agents by the terms hereof and thereof, together with such powers as may be reasonably incidental thereto, including the authorization to execute and deliver to the Borrowers on their behalf any Loan Document (other than the Credit Agreement and any amendment thereto) and any financing statements, agreements, documents or instruments as shall be necessary or appropriate to effect the purposes of such Loan Document and the authorization by the Lenders to execute and deliver to the Borrowers on their behalf any agreements, documents, or instruments as shall be necessary or appropriate to effect any releases of Collateral which shall be permitted by the terms of any Loan Document or which shall otherwise have been approved by the Required Lenders (or, if so required, by all of the Lenders). The Administrative Agent may execute any of its duties as 124 Administrative Agent under any Loan Document by or through employees, agents and attorneys-in-fact and shall not be answerable to the Lenders, except as to money or securities received by it or its authorized agents, for the default or misconduct of any such agents or attorneys-in-fact selected by it with reasonable care. The Administrative Agent shall be entitled to advice of counsel concerning the contractual arrangement between the Administrative Agent and the Lenders and all matters pertaining to the Administrative Agent's duties under any Loan Document. In its capacity as the Lenders' contractual representative, the Agents (a) do not hereby assume any fiduciary duties to any of the Lenders, (b) are "representatives" of the Lenders within the meaning of Section 9-105 of the UCC and (c) are acting as independent contractors, the rights and duties of which are limited to those expressly set forth in the Loan Documents. Each of the Lenders hereby agrees to assert no claim against the Agents on any agency theory or any other theory of liability for breach of fiduciary duty, all of which claims each Lender hereby waives. Each Lender hereby indemnifies (which indemnity shall survive any termination of this Agreement) the AgentAgents, pro rata according to ratably in accordance with their respective Term Loans outstanding and Commitments (or, if no Term Loans or Commitments are at the time outstanding and in effect, then ratably in accordance with the principal amount of Term Loans held by such Lender’s PercentageLender and their respective Commitments as in effect in each case on the date of the termination of this Agreement), from and against any and all liabilities, obligations, losses, damages, claims, costs or expenses of any kind or nature whatsoever which may at any time be imposed on, incurred by, or asserted against, either of the Agent Agents in any way relating to or arising out of this Agreement, the Notes Agreement and any other Loan Document, including reasonable attorneys’ ' fees, and as to which the any Agent is not reimbursed by the BorrowerCompany or any other Obligor (and without limiting the obligation of the Company or any other Obligor to do so); provided, however, that no Lender shall be liable for the payment of any portion of such liabilities, obligations, losses, damages, claims, costs or expenses which are determined by a court of competent jurisdiction in a final proceeding to have resulted solely from the such Agent’s 's gross negligence or willful misconduct. The Agent Agents shall not be required to take any action hereunder, under the Notes hereunder or under any other Loan Document, or to prosecute or defend any suit in respect of this Agreement, the Notes Agreement or any other Loan Document, unless it is indemnified hereunder to its satisfaction. If any indemnity in favor of either of the Agent Agents shall be or become, in the such Agent’s 's determination, inadequate, the such Agent may call for additional indemnification from the Lenders and cease to do the acts indemnified against hereunder until such additional indemnity is given.. The Borrowers and the Lenders agree that the Administrative Agent may delegate any of its duties under this Agreement to any of its Affiliates. Any such Affiliate (and such Affiliate's directors, officers, agents and employees) which performs duties in connection with this Agreement shall be entitled to the same benefits of the indemnification, waiver and other protective provisions to which such Agent is entitled under Articles IX and XI. 125

Actions. Each Lender hereby appoints National City as its Agent under and for purposes of this Agreement, the Notes and Party authorizes each other Loan Document. Each Lender authorizes the Agent to act on behalf of such Lender Party under this Agreement, the Notes Agreement and each other Loan Document in connection with the responsibilities delegated to such Agent hereunder and thereunder and, in the absence of other written instructions from the Required Lenders received from time to time by the such Agent (with respect to which the such Agent agrees that it will complywill, subject to the last paragraph of this Section, comply in good faith except as otherwise provided in this Section or as otherwise advised by counselcounsel to the effect that any such compliance might subject such Agent to any liability of whatsoever nature), to exercise such powers hereunder and thereunder as are specifically delegated to or required of the such Agent by the terms hereof and thereof, together with such powers as may be reasonably incidental thereto. Each Lender hereby indemnifies agrees (which indemnity agreement shall survive any termination of this Agreement) the to indemnify each Agent, pro rata according to such Lender’s 's --- ---- Aggregate Percentage, from and against any and all liabilities, obligations, losses, damages, claimspenalties, costs actions, judgments, suits, costs, expenses or expenses disbursements of any kind or nature whatsoever which may at any time be imposed on, incurred by, or asserted against, the against such Agent in any way relating to or arising out of this Agreement, the Notes and or any other Loan Document, including the reimbursement of such Agent for all reasonable out-of-pocket expenses (including attorneys’ fees' fees and expenses on a full indemnity basis) incurred by such Agent hereunder or in connection herewith or with any other Loan Document or in enforcing the Obligations of any Obligor under this Agreement or any other Loan Document, and in all cases as to which the such Agent is not reimbursed by the Borrowerany such Obligor; provided, however, that no Lender shall be liable for the payment of -------- ------- any portion of such liabilities, obligations, losses, damages, claimspenalties, costs actions, judgments, suits, costs, expenses or expenses which are disbursements determined by a court of competent jurisdiction in a final proceeding to have resulted solely from the such Agent’s 's gross negligence or willful wilful misconduct. The Agent shall not be required to take any action hereunder, under Without limiting the Notes or under any other Loan Document, or to prosecute or defend any suit in respect of this Agreement, the Notes or any other Loan Document, unless it is indemnified hereunder to its satisfaction. If any indemnity in favor generality of the Agent shall be or becomeforegoing, in the Agent’s determination, inadequate, the Agent may call for additional indemnification from the Lenders and cease to do the acts indemnified against hereunder until such additional indemnity is given.each Lender Party hereby authorizes:

Actions. Each Lender hereby appoints National City First Union as its Administrative Agent, BMO as its Documentation Agent and PNC as its Syndication Agent, and each of BMO, First Union and PNC are appointed as the Arranging Agents, in each case under and for purposes of this Agreement, the Notes Agreement and each other Loan Document. Each Lender authorizes the Agent Arranging Agents to act on behalf of such Lender under this Agreement, the Notes Agreement and each other Loan Document and, in the absence of other written instructions from the Required Lenders received from time to time by the Agent Arranging Agents (with respect to which the Agent Arranging Agents agrees that it will comply, except as otherwise provided in this Section or as otherwise advised by counselcounsel in order to avoid contravention of applicable law), to exercise such powers hereunder and thereunder as are specifically delegated to or required of the Administrative Agent by the terms hereof and thereof, together with such powers as may be reasonably incidental thereto. Each Lender hereby indemnifies (which indemnity shall survive any termination of this Agreement) the each Arranging Agent, pro rata according to such Lender’s Percentage's proportionate Total Exposure Amount, from and against any and all liabilities, obligations, losses, damages, claims, costs or expenses of any kind or nature whatsoever which may at any time be imposed on, incurred by, or asserted against, the any Arranging Agent in any way relating to or arising out of this Agreement, the Notes Agreement and any other Loan Document, including reasonable attorneys’ ' fees, and as to which the any Arranging Agent is not reimbursed by the BorrowerBorrowers; provided, however, that no Lender shall be liable for the payment of any portion of such liabilities, obligations, losses, damages, claims, costs or expenses which are determined by a court of competent jurisdiction in a final proceeding to have resulted solely from the Agent’s any Arranging Agents' gross negligence or willful wilful misconduct. The No Arranging Agent shall not be required to take any action hereunder, under the Notes hereunder or under any other Loan Document, or to prosecute or defend any suit in respect of this Agreement, the Notes Agreement or any other Loan Document, unless it is indemnified hereunder to its satisfaction. If any indemnity in favor of the any Arranging Agent shall be or become, in the such Arranging Agent’s 's determination, inadequate, the such Arranging Agent may call for additional indemnification from the Lenders and cease to do the acts indemnified against hereunder until such additional indemnity is given.

Actions. Each Lender hereby appoints National City GMAC as its Agent under and for purposes of this Agreement, the Notes and each other Loan Document. Each Lender authorizes the Agent to act on behalf of such Lender under this Agreement, the Notes and each other Loan Document and, in the absence of other written instructions from the Required Lenders received from time to time by the Agent (with respect to which the Agent agrees that it will comply, except as otherwise provided in this Section or as otherwise advised by counsel), to exercise such powers hereunder and thereunder as are specifically delegated to or required of the Agent by the terms hereof and thereof, together with such powers as may be reasonably incidental thereto. Each Lender hereby indemnifies (which indemnity shall survive any termination of this Agreement) the Agent, pro rata according to such Lender’s Percentage's Percentage of the Term Loans hereunder, from and against any and all liabilities, obligations, losses, damages, claims, costs or expenses of any kind or nature whatsoever which may at any time be imposed on, incurred by, or asserted against, the Agent in any way relating to or arising out of this Agreement, the Notes and any other Loan Document, including reasonable attorneys’ ' fees, and as to which the Agent is not reimbursed by the Borrower; provided, however, that no Lender shall be liable for the payment of any portion of such liabilities, obligations, losses, damages, claims, costs or expenses which are determined by a court of competent jurisdiction in a final proceeding to have resulted solely from the Agent’s gross negligence or willful misconductmisconduct of the Agent. The Agent shall not be required to take any action hereunder, under the Notes or under any other Loan Document, or to prosecute or defend any suit in respect of this Agreement, the Notes or any other Loan Document, unless it is indemnified hereunder to its satisfaction. If any indemnity in favor of the Agent shall be or become, in the determination of the Agent’s determination, inadequate, the Agent may call for additional indemnification from the Lenders and cease to do the acts indemnified against hereunder until such additional indemnity is given.. SECTION 9.2

Actions. Each Lender hereby appoints National City Scotia Capital as its Administrative Agent and as a Lead Agent and Book Manager under and for purposes of this Agreement, the Notes and each other Loan Document. Each Lender authorizes the Administrative Agent to act on behalf of such Lender under this Agreement, the Notes Notes, and each other Loan Document and, in the absence of other written instructions from the Required Lenders received from time to time by the Administrative Agent (with respect to which the Administrative Agent agrees that it will comply, except as otherwise provided in this Section or as otherwise advised by counsel), to exercise such powers hereunder and thereunder as are specifically delegated to or required of the Administrative Agent by the terms hereof and thereof, together with such powers as may be reasonably incidental thereto. Each Lender hereby appoints JPM Chase as the Syndication Agent and JPM as a Lead Agent and Book Manager. Each Lender hereby indemnifies (which indemnity shall survive any termination of this Agreement) the each Agent, pro rata according to such Lender’s Percentageratably in accordance with their respective Term Loans outstanding and Commitments (or, if no Term Loans or Commitments are at the time outstanding and in effect, then ratably in accordance with the principal amount of Term Loans and their respective Commitments as in effect in each case on the date of the termination of this Agreement), from and against any and all liabilities, obligations, losses, damages, claims, costs or expenses of any kind or nature whatsoever which may at any time be imposed on, incurred by, or asserted against, the Agent Agents in any way relating to or arising out of this Agreement, the Notes and any other Loan Document, including reasonable attorneys’ fees, and as to which the any Agent is not reimbursed by the BorrowerBorrower or any other Obligor (and without limiting the obligation of the Borrower or any other Obligor to do so); provided, however, that no Lender shall be liable for the payment of any portion of such liabilities, obligations, losses, damages, claims, costs or expenses which are determined by a court of competent jurisdiction in a final proceeding to have resulted solely from the an Agent’s gross negligence or willful misconduct. The Agent Agents shall not be required to take any action hereunder, under the Notes or under any other Loan Document, or to prosecute or defend any suit in respect of this Agreement, the Notes or any other Loan Document, unless it is indemnified hereunder to its satisfaction. If any indemnity in favor of the Agent Agents shall be or become, in the any Agent’s determination, inadequate, the any Agent may call for additional indemnification from the Lenders and cease to do the acts indemnified against hereunder until such additional indemnity is given. Notwithstanding the foregoing, the Lead Arrangers and Book Managers shall have no duties, obligations or liabilities under any Loan Document.

Actions. Each Lender hereby appoints National City as its Agent under and for purposes of Subject to this Agreement, the Notes and each other Loan Document. Each Lender Bank authorizes the Agent to ------- act on behalf of such Lender Bank under this Agreement, Agreement and the Notes and each other Loan Document Documents and, in the absence of other written instructions from the Required Lenders Majority Banks received from time to time by the Agent (with respect to which the Agent agrees that it will comply, except as otherwise provided in this Section or as otherwise advised by counsel)Agent, to exercise such powers hereunder and thereunder as are specifically delegated to or required of the Agent by the terms hereof and thereof, together with such powers as may be reasonably incidental thereto, provided that (i) any action to be taken by "the Banks" may only be taken by the Agent with the approval of the Majority Banks, (ii) any requirement that any matter must be satisfactory to "the Banks" must be approved by the Majority Banks, and (iii) any reference to "each Bank" or "each of the Banks" or "all of the Banks" will require the approval of all Banks. Each Lender hereby indemnifies (which indemnity shall survive In each case such approval will be written, will be specific to the matter addressed therein, and may not be relied upon by the Borrower unless it is expressly addressed to the Borrower. The Borrower will be entitled to assume that any termination action taken by the Agent has the required approval unless the Borrower has knowledge to the contrary. In the event that the Agent receives express notice of this Agreement) the Agent, pro rata according to such Lender’s Percentage, from and against any and all liabilities, obligations, losses, damages, claims, costs or expenses occurrence of any kind or nature whatsoever which may at any time be imposed on, incurred by, or asserted againstEvent of Default, the Agent in any way relating will give notice thereof to or arising out of this Agreement, the Notes Banks and any other Loan Document, including reasonable attorneys’ fees, and as will consult with the Banks with respect to which the Agent is not reimbursed by the Borrower; provided, however, that no Lender shall action to be liable for the payment of any portion of such liabilities, obligations, losses, damages, claims, costs or expenses which are determined by a court of competent jurisdiction in a final proceeding to have resulted solely from the Agent’s gross negligence or willful misconducttaken. The Agent shall not will take such action with respect to such Event of Default as will be required to take any action hereunderreasonably directed by the Majority Banks, under the Notes or under any other Loan Document, or to prosecute or defend any suit in respect of this Agreement, the Notes or any other Loan Document, provided that unless it is indemnified hereunder to its satisfaction. If any indemnity in favor of and until the Agent shall be or become, in the Agent’s determination, inadequatewill have received such directions, the Agent may call for additional indemnification (but will not be obligated to) take such action, or refrain from taking such action, with respect to such Event of Default as it will deem advisable in the Lenders and cease to do best interests of the acts indemnified against hereunder until such additional indemnity is givenBanks.

Actions. Each Lender hereby appoints National City First Union as its Administrative Agent under and for purposes of this Agreement, the Notes and each other Loan Document. Each Lender authorizes the Administrative Agent to act on behalf of such Lender under this Agreement, the Notes and each other Loan Document and, in the absence of other written instructions from the Required Lenders received from time to time by the Administrative Agent (with respect to which the Administrative Agent agrees that it will comply, except as otherwise provided in this Section or as otherwise advised by counsel), to exercise such powers hereunder and thereunder as are specifically delegated to or required of the Administrative Agent by the terms hereof and thereof, together with such powers as may be reasonably incidental thereto. Without limiting the effect of the preceding sentences of this Section 10.1, each Lender authorizes the Administrative Agent to act as collateral agent and to hold and accept title to all Liens granted to the Administrative Agent by the Borrower or any other Obligor for the ratable benefit of the Administrative Agent and the Lenders, in order to exercise remedies on behalf of the Lenders in connection with the enforcement of such liens and security interests in accordance with the provisions of the Loan Documents. Each Lender hereby indemnifies (which indemnity shall survive any termination of this Agreement) each of the Administrative Agent and the Syndication Agent, pro rata according to such Lender’s 's Percentage, from and against any and all liabilities, obligations, losses, damages, claims, costs or expenses of any kind or nature whatsoever which may at any time be imposed on, incurred by, or asserted against, the Administrative Agent or the Syndication Agent, as the case may be, in any way relating to or arising out of this Agreement, the Notes and any other Loan Document, including reasonable attorneys’ ' fees, and as to which the Administrative Agent or the Syndication Agent is not reimbursed by the BorrowerBorrower or any other Obligor; provided, however, that no Lender shall be liable for the payment of any portion of such liabilities, obligations, losses, damages, claims, costs or expenses which are determined by a court of competent jurisdiction in a final proceeding to have resulted solely from the Agent’s gross negligence or willful misconductwilful misconduct of the indemnified party. The Administrative Agent shall not be required to take any action hereunder, under the Notes or under any other Loan Document, or to prosecute or defend any suit in respect of this Agreement, the Notes or any other Loan Document, unless it is indemnified hereunder to its satisfaction. If any indemnity in favor of the Administrative Agent or the Syndication Agent shall be or become, in the determination of the Administrative Agent or Syndication Agent’s determination, inadequate, the Administrative Agent or the Syndication Agent may call for additional indemnification from the Lenders and cease to do the acts indemnified against hereunder until such additional indemnity is given.

Actions. Each Lender hereby appoints National City (i) JPMorgan as its the Agent under this Agreement and for purposes each other Loan Document, (ii) Wachovia Bank, National Association, as Syndication Agent under this Agreement and each other Loan Document, (iii) Société Générale, Deutsche Bank AG New York Branch and The Royal Bank of Scotland plc, as Co-Documentation Agents under this AgreementAgreement and each other Loan Document, and (iv) the Notes entities identified as “Senior Managing Agents” on the signature pages to this Agreement as senior managing agents under this Agreement and each other Loan Document. Each Lender authorizes the Agent to act on behalf of such Lender under this Agreement, the Notes Agreement and each other Loan Document and, in the absence of other written instructions from the Required Lenders received from time to time by the Agent (with respect to which the Agent agrees that it will comply, except as otherwise provided in this Section or as otherwise advised by counsel), to exercise such powers hereunder and thereunder as are specifically delegated to or required of the Agent by the terms hereof and thereof, together with such powers as may be reasonably incidental thereto. Each Lender acknowledges that none of the Syndication Agent, the Co-Documentation Agents or the Senor Managing Agents have any duties or obligations under this Agreement or any other Loan Document in connection with their capacity as either the Syndication Agent, a Co-Documentation Agent or a Senior Managing Agent, respectively. Each Lender hereby indemnifies (which indemnity shall survive any termination of this Agreement) each of the AgentAgents, pro rata according to such Lender’s Percentage, WHETHER OR NOT RELATED TO ANY SINGULAR, JOINT OR CONCURRENT NEGLIGENCE OF THE AGENTS, from and against any and all liabilities, obligations, losses, damages, claims, costs or expenses of any kind or nature whatsoever which may at any time be imposed on, incurred by, or asserted against, the any Agent in any way relating to or arising out of this Agreement, the Notes Agreement and any other Loan Document, including reasonable attorneys’ fees, and as to which the such Agent is not reimbursed by the Borrower; provided, however, that no Lender shall be liable for the payment of any portion of such liabilities, obligations, losses, damages, claims, costs or expenses which are determined by a court of competent jurisdiction in a final proceeding to have resulted solely from the such Agent’s gross negligence or willful misconduct. The Agent None of the Agents shall not be required to take any action hereunder, under the Notes hereunder or under any other Loan Document, or to prosecute or defend any suit in respect of this Agreement, the Notes Agreement or any other Loan Document, unless it is indemnified hereunder to its satisfaction. If any indemnity in favor of the any Agent shall be or becomebecome inadequate, in the such Agent’s determination, inadequateas the case may be, the such Agent may call for additional indemnification from the Lenders and cease to do the acts indemnified against hereunder until such additional indemnity is given. Notwithstanding any provision to the contrary contained elsewhere in this Agreement or in any other Loan Document, none of the Agents shall have any duties or responsibilities, except as expressly set forth herein, nor shall any of the Agents have or be deemed to have any fiduciary relationship with any Lender, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or any other Loan Document or otherwise exist against any of the Agents.

Actions. Each Lender hereby appoints National City Wachovia Bank as its Administrative Agent and Congress as its Collateral Monitoring Agent under and for purposes of this Agreement, the Notes and each other Loan Document. Each Lender authorizes the Administrative Agent and the Collateral Monitoring Agent to act on behalf of such Lender under this Agreement, the Notes and each other Loan Document and, in the absence of other written instructions from the Required Lenders received from time to time by the Administrative Agent or the Collateral Monitoring Agent (with respect to which the Administrative Agent and the Collateral Monitoring Agent agrees that it will comply, except as otherwise provided in this Section or as otherwise advised by counselcounsel in order to avoid contravention of applicable law), to exercise such powers hereunder and thereunder as are specifically delegated to or required of the Administrative Agent or the Collateral Monitoring Agent by the terms hereof and thereof, together with such powers as may be reasonably incidental thereto. Each Lender hereby indemnifies (which indemnity shall survive any termination of this Agreement) the Administrative Agent, the Collateral Monitoring Agent and the Arranger, pro rata according to such Lender’s Percentage's proportionate Total Exposure Amount, from and against any and all liabilities, obligations, losses, damages, claims, costs or expenses of any kind or nature whatsoever which may at any time be imposed 102 on, incurred by, or asserted against, the Administrative Agent, the Collateral Monitoring Agent or the Arranger, as the case may be, or in any way relating to or arising out of this Agreement, the Notes any Loan Document (including attorneys' fees and expenditures to protect or preserve any other Loan Document, including reasonable attorneys’ feescollateral), and as to which the Administrative Agent, the Collateral Monitoring Agent or the Arranger, as the case may be, is not reimbursed by the Borrower; provided, however, that no Lender shall be liable for the payment of any portion of such liabilities, obligations, losses, damages, claims, costs or expenses which (a) in the case of liabilities, obligations, losses, damages, claims, costs or expenses claimed by the Administrative Agent, are determined by a court of competent jurisdiction in a final proceeding to have resulted from the Administrative Agent's gross negligence or willful misconduct, (b) in the case of liabilities, obligations, losses, damages, claims, costs or expenses claimed by the Arranger, are determined by a court of competent jurisdiction in a final proceeding to have resulted solely from the Arranger's gross negligence or willful misconduct, and (c) in the case of liabilities, obligations, losses, damages, claims, costs or expenses claimed by the Collateral Monitoring Agent’s , are determined by a court of competent jurisdiction in a final proceeding to have resulted from the Collateral Monitoring Agent's gross negligence or willful misconduct. The Administrative Agent and the Collateral Monitoring Agent shall not be required to take any action hereunder, under the Notes or under any other Loan Document, or to prosecute or defend any suit in respect of this Agreement, the Notes or any other Loan Document, unless it is indemnified hereunder to its satisfaction. If any indemnity in favor of the Administrative Agent or the Collateral Monitoring Agent shall be or become, in the Administrative Agent’s 's or the Collateral Monitoring Agent determination, inadequate, the Administrative Agent or the Collateral Monitoring Agent may call for additional indemnification from the Lenders and cease to do the acts indemnified against hereunder until such additional indemnity is given.

Actions. Each Lender hereby appoints National City Scotiabank as its Agent and as its security trustee (in such capacity, the “Security Trustee”) under and for purposes of this Agreement, the Notes Agreement and each other Loan Document. Each Lender authorizes the Agent and the Security Trustee, as appropriate, to act on behalf of such Lender under this Agreement, the Notes Agreement and each other Loan Document and, in the absence of other written instructions from the Required Lenders received from time to time by the Agent or Security Trustee, as applicable (with respect to which the Agent agrees that it will comply, except as otherwise provided in this Section or as otherwise advised by counsel), to exercise such powers hereunder and thereunder as are specifically delegated to or required of the Agent or the Security Trustee, as applicable, by the terms hereof and thereof, together with such powers as may be reasonably incidental thereto. Each Lender hereby indemnifies (which indemnity shall survive any termination of this Agreement) the AgentAgent and the Security Trustee, pro rata according to such Lender’s Percentage, from and against any and all liabilities, obligations, losses, damages, claims, costs or expenses of any kind or nature whatsoever which may at any time be imposed on, incurred by, or asserted against, the Agent or the Security Trustee in any way relating to or arising out of this Agreement, the Notes Agreement and any other Loan Document, including reasonable attorneys’ fees, and as to which the Agent or Security Trustee is not reimbursed by the Borrower; provided, however, that no Lender shall be liable for the payment of any portion of such liabilities, obligations, losses, damages, claims, costs or expenses which are determined by a court of competent jurisdiction in a final proceeding to have resulted solely from the Agent’s or the Security Trustee’s gross negligence or willful wilful misconduct. The Neither the Agent nor the Security Trustee shall not be required to take any action hereunder, under the Notes hereunder or under any other Loan Document, or to prosecute or defend any suit in respect of this Agreement, the Notes Agreement or any other Loan Document, unless it is indemnified hereunder to its satisfaction. If any indemnity in favor of the Agent or the Security Trustee shall be or become, in the Agent’s or the Security Trustee’s determination, inadequate, the Agent or the Security Trustee, as applicable, may call for additional indemnification from the Lenders and cease to do the acts indemnified against hereunder until such additional indemnity is given.

Actions. Each Lender hereby appoints National City CSFB as its Syndication Agent and Fleet as its Administrative Agent under and for purposes of this Agreement, the Notes and each other Loan Document. Each Lender authorizes the Agent Agents to act on behalf of such Lender under this Agreement, the Notes and each other Loan Document and, in the absence of other written instructions from the Required Lenders received from time to time by the Agent Agents (with respect to which each of the Agent Agents agrees that it will comply, except as otherwise provided in this Section or as otherwise advised by counsel), to exercise such powers hereunder and thereunder as are specifically delegated to or required of the Agent Agents by the terms hereof and thereof, together with such powers as may be reasonably incidental thereto. Each Lender hereby indemnifies (which indemnity shall survive any termination of this Agreement) the AgentAgents, pro rata according to ratably in accordance with their respective Term Loans outstanding and Commitments (or, if no Term Loans or Commitments are at the time outstanding and in effect, then ratably in accordance with the principal amount of Term Loans held by such Lender’s Percentage, and their respective Commitments as in effect in each case on the date of the termination of this Agreement), from and against any and all liabilities, obligations, losses, damages, claims, costs or expenses of any kind or nature whatsoever which may at any time be imposed on, incurred by, or asserted -97- against, any of the Agent Agents in any way relating to or arising out of this Agreement, the Notes and any other Loan Document, including reasonable attorneys’ ' fees, and as to which the any Agent is not reimbursed by the BorrowerBorrower or any other Obligor (and without limiting the obligation of the Borrower or any other Obligor to do so); providedPROVIDED, howeverHOWEVER, that no Lender shall be liable for the payment of any portion of such liabilities, obligations, losses, damages, claims, costs or expenses which are determined by a court of competent jurisdiction in a final proceeding to have resulted solely from the such Agent’s 's gross negligence or willful misconduct. The Agent Agents shall not be required to take any action hereunder, under the Notes or under any other Loan Document, or to prosecute or defend any suit in respect of this Agreement, the Notes or any other Loan Document, unless it is indemnified hereunder to its satisfaction. If any indemnity in favor of any of the Agent Agents shall be or become, in the such Agent’s 's determination, inadequate, the such Agent may call for additional indemnification from the Lenders and cease to do the acts indemnified against hereunder until such additional indemnity is given.

Actions. Each Lender hereby appoints National City as its Agent under and for purposes of this Agreement, the Notes and each other Loan Document. Each Lender authorizes the Collateral Agent and the Administrative Agent to act in the relevant capacity on behalf of such Lender under this Agreement, the Notes Agreement and each other Loan Document and, in the absence of other written instructions from the Required Lenders received from time to time by the such Agent (with respect to which the such Agent agrees that it will complywill, subject to the last paragraph of this Section, comply in good faith except as otherwise provided in this Section or as otherwise advised by counselcounsel to the effect that any such compliance might subject such Agent to any liability of whatsoever nature), to exercise such powers hereunder and thereunder as are specifically delegated to or required of the such Agent by the terms hereof and thereof, together with such powers as may be reasonably incidental thereto. Without limiting the generality of the foregoing, each Lender hereby authorizes the Collateral Agent to act on behalf of such Lender to execute and accept on its behalf the Collateral Agreements and to take all such actions thereunder necessary or appropriate with respect to management or enforcement of the collateral security provided by such Collateral Agreements and enforcement of the rights of the Finance Parties thereunder. Each Lender hereby indemnifies agrees (which indemnity agreement shall survive any termination of this Agreement) the to indemnify each Agent, pro rata PRO RATA, according to such Lender’s 's Percentage, from and against any and all liabilities, obligations, losses, damages, claimspenalties, costs actions, judgments, suits, costs, expenses or expenses disbursements of any kind or nature whatsoever which may at any time be imposed on, incurred by, or asserted against, the against such Agent in any way relating to or arising out of this Agreement, the Notes and Agreement or any other Loan Document, including reasonable the reimbursement of each Agent for all out-of-pocket expenses (including attorneys’ fees, ' fees and expenses) incurred by such Agent hereunder or in connection herewith or with any other Loan Document or in enforcing the Obligations under this Agreement or any other Loan Document (subject as aforesaid) in all cases as to which the Agent is such are not reimbursed by the Borrower; providedPROVIDED, howeverHOWEVER, that no Lender shall be liable for the payment of any portion of such liabilities, obligations, losses, damages, claimspenalties, costs actions, judgments, suits, costs, expenses or expenses which are disbursements determined by a court of competent jurisdiction in a final proceeding to have resulted solely from the either Agent’s 's gross negligence or willful wilful misconduct. The Neither Agent shall not be required to take any action hereunder, under the Notes hereunder or under any other Loan Document, or to prosecute or defend any suit in respect of this Agreement, the Notes Agreement or any other Loan Document, unless it is indemnified hereunder to its satisfactionsatisfaction by the relevant Lenders against loss, costs, liability and expense. If any indemnity in favor of the either Agent shall be or becomebecome impaired, in the Agent’s determination, inadequate, the Agent it may call for additional indemnification from the Lenders indemnity and cease to do the acts indemnified against hereunder until such additional indemnity is given.

Actions. Each Lender hereby appoints National City Scotiabank as its Agent under and for purposes of this Agreement, the Notes and each other Loan Document. Each Lender authorizes the Agent to act on behalf of such Lender under this Agreement, the Notes and each other Loan Document and, in the absence of other written instructions from the Required Lenders received from time to time by the Agent (with respect to which the Agent agrees that it will comply, except as otherwise provided in this Section or as otherwise advised by counsel), to exercise such powers hereunder and thereunder as are specifically delegated to or required of the Agent by the terms hereof and thereof, together with such powers as may be reasonably incidental thereto. Each Lender hereby indemnifies (which indemnity shall survive any termination of this Agreement) the Agent, pro rata according to such Lender’s 's Percentage, from and against any and all liabilities, obligations, losses, damages, claims, costs or expenses of any kind or nature whatsoever which may at any time be imposed on, incurred by, or asserted against, the Agent in any way relating to or arising out of this Agreement, the Notes and any other Loan Document, including reasonable attorneys’ ' fees, and as to which the Agent is not reimbursed by the Borrower; provided, however, that no Lender shall be liable for the payment of any portion of such liabilities, obligations, losses, damages, claims, costs or expenses which are determined by a court of competent jurisdiction in a final proceeding to have resulted solely from the Agent’s gross negligence or willful misconduct. The Agent shall not be required to take any action hereunder, under the Notes or under any other Loan Document, or to prosecute or defend any suit in respect of this Agreement, the Notes or any other Loan Document, unless it is indemnified hereunder to its satisfaction. If any indemnity in favor of the Agent shall be or become, in the Agent’s determination, inadequate, the Agent may call for additional indemnification from the Lenders and cease to do the acts indemnified against hereunder until such additional indemnity is given.of

Actions. Each Lender hereby appoints National City UBS as its Administrative Agent under and for purposes of this Agreement, the Notes and each other Loan Document. Each Lender authorizes the Administrative Agent to act on behalf of such Lender under this Agreement, the Notes and each other Loan Document and, in the absence of other written instructions from the Required Lenders received from time to time by the Administrative Agent (with respect to which the Administrative Agent agrees that it will comply, except as otherwise provided in this Section or as otherwise advised by counselcounsel in order to avoid contravention of applicable law), to exercise such powers hereunder and thereunder as are specifically delegated to or required of the Administrative Agent by the terms hereof and thereof, together with such powers as may be reasonably incidental thereto. Each Lender hereby indemnifies (which indemnity shall survive any termination of this Agreement) the Administrative Agent, pro rata according to such Lender’s Percentageproportionate Total Exposure Amount, from and against any and all liabilities, obligations, losses, damages, claims, costs or expenses of any kind or nature whatsoever which may at any time be imposed on, incurred by, or asserted against, the Administrative Agent in any way relating to or arising out of this Agreement, the Notes and any other Loan Document, including reasonable attorneys’ fees, and as to which the Administrative Agent is not reimbursed by Holdings or the BorrowerCompany; provided, however, that no Lender shall be liable for the payment of any portion of such liabilities, obligations, losses, damages, claims, costs or expenses which are determined by a court of competent jurisdiction in a final proceeding to have resulted solely from the Administrative Agent’s gross negligence or willful misconduct. The Administrative Agent shall not be required to take any action hereunder, under the Notes or under any other Loan Document, or to prosecute or defend any suit in respect of this Agreement, the Notes or any other Loan Document, unless it is indemnified hereunder to its satisfaction. If any indemnity in favor of the Administrative Agent shall be or become, in the Administrative Agent’s determination, inadequate, the Administrative Agent may call for additional indemnification from the Lenders and cease to do the acts indemnified against hereunder until such additional indemnity is given.

Actions. Each Lender Bank or other holder of any Note hereby appoints National City as its Agent under and for purposes of this Agreement, the Notes and each other Loan Document. Each Lender authorizes the Agent to act on behalf of such Lender Bank or holder under this Agreement, Agreement and the Notes and each other Loan Document Documents and, in the absence of other written instructions from the Required Lenders Banks (or, if required by the terms of Section 12.1, from all the Banks) received from time to time by the Agent Agent, (with respect to which the Agent agrees that it will complywill, except as otherwise provided in subject to the next three sentences of this Section or as otherwise 11.1, comply in good faith except to the extent that it is advised by counselcounsel that such compliance would be contrary to any Applicable Law), to exercise such powers hereunder and thereunder as are specifically delegated to or required of the Agent by the terms hereof and thereof, together with such powers as may be reasonably incidental thereto. Each Lender hereby indemnifies Bank agrees (which indemnity agreement shall survive any termination of this Agreement) to indemnify the Agent, pro rata according to promptly upon demand, ratably at the time such Lender’s Percentagedemand is transmitted, from and against any and all liabilities, obligations, losses, damages, claimspenalties, costs actions, judgments, suits, costs, expenses or expenses disbursements of any kind or nature whatsoever (collectively, "Indemnified Costs") which may at any time be imposed on, incurred by, or asserted againstagainst the Agent, the Agent in any way relating to or arising out of this Agreement, Agreement or any of the Notes and any other Loan DocumentDocuments, including the reimbursement of the Agent for all reasonable attorneys’ feesout-of-pocket expenses (including reasonable fees and disbursements of counsel, amounts paid in settlement and court costs) incurred by the Agent hereunder or in connection herewith or in enforcing the Obligations of the Borrower and its Subsidiaries under this Agreement or any of the other Loan Documents, in all cases as to which the Agent is not reimbursed by the Borrower; provided, however, that no Lender shall be liable except for the payment of any portion of such liabilities, obligations, losses, damages, claimspenalties, costs actions, judgments, suits, costs, expenses or expenses disbursements which are determined by (a) a court of competent jurisdiction has found, in a final proceeding to have nonappealable order, resulted solely from directly and primarily by reason of the Agent’s 's gross negligence or willful misconduct, or (b) have been reimbursed by the Borrower pursuant to Section 13.4. The Agent shall not be required to take any action hereunder, under the Notes hereunder or under any other Loan Document, or to prosecute or defend any suit in respect of this Agreement, the Notes Agreement or any other Loan Document, unless it is indemnified hereunder to its satisfactionsatisfaction by the Banks against any Indemnified Costs, except for Indemnified Costs resulting directly and primarily by reason of the Agent's gross negligence or willful misconduct. If any indemnity required by this Section 11.1 in favor of the Agent shall be or become, in the Agent’s determination, inadequatebecome impaired, the Agent may call for additional indemnification from the Lenders indemnity and cease to do the acts indemnified against hereunder until such additional indemnity is given. The Agent may delegate its duties hereunder to any of its Affiliates, agents or attorneys-in-fact selected in good faith by the Agent.

Actions. Each Lender hereby appoints National City DLJ as its Syndication Agent, Morgan Stanley as its Documentation Agent under and DLJ as its Paying Xxxxx uxxxx xnd for purposes of this Agreement, the Notes and each other Loan Document. Each Lender authorizes the Agent Agents to act on behalf of such Lender under this Agreement, the Notes and each other Loan Document and, in the absence of other written instructions from the Required Lenders received from time to time by the Agent Agents (with respect to which each of the Agent Agents agrees that it will comply, except as otherwise provided in this Section or as otherwise advised by counsel), to exercise such powers hereunder and thereunder as are specifically delegated to or required of the Agent Agents by the terms hereof and thereof, together with such powers as may be reasonably incidental thereto. Each Lender hereby indemnifies (which indemnity shall survive any termination of this Agreement) the AgentAgents, pro rata according to such Lender’s 's Percentage, from and against any and all liabilities, obligations, losses, damages, claims, costs or expenses of any kind or nature whatsoever which may at any time be imposed on, incurred by, or asserted against, any of the Agent Agents in any way relating to or arising out of this Agreement, the Notes and any other Loan Document, including reasonable attorneys’ ' fees, and as to which the any Agent is not reimbursed by the BorrowerBorrowers; provided, however, that no Lender shall be liable for the payment of any portion of such liabilities, obligations, losses, damages, claims, costs or expenses which are determined by a court of competent jurisdiction in a final proceeding to have resulted solely from the such Agent’s 's gross negligence or willful wilful misconduct. The Agent Agents shall not be required to take any action hereunder, under the Notes or under any other Loan Document, or to prosecute or defend any suit in respect of this Agreement, the Notes or any other Loan Document, unless it each Agent is indemnified hereunder to its satisfaction. If any indemnity in favor of any of the Agent Agents shall be or become, in the such Agent’s 's determination, inadequate, the such Agent may call for additional indemnification from the Lenders and cease to do the acts indemnified against hereunder until such additional indemnity is given.

Actions. Each Lender hereby appoints National City BofA as its Administrative Agent and Syndication Agent under and for purposes of this Agreement, the Notes and each other Loan Document. Each Lender authorizes the Administrative Agent to act on behalf of such Lender under this Agreement, the Notes and each other Loan Document and, in the absence of other written instructions from the Required Lenders received from time to time by the Administrative Agent (with respect to which the Administrative Agent agrees that it will comply, except as otherwise provided in this Section or as otherwise advised by counsel), to exercise such powers hereunder and thereunder as are specifically delegated to or required of the Administrative Agent by the terms hereof and thereof, together with such powers as may be reasonably incidental thereto. Each Lender hereby indemnifies (which indemnity shall survive any termination of this Agreement) the Administrative Agent, pro rata PRO RATA according to such Lender’s 's Percentage, from and against any and all liabilities, obligations, losses, damages, claims, costs or expenses of any kind or nature whatsoever which may at any time be imposed on, incurred by, or asserted against, the Administrative Agent in any way relating to or arising out of this Agreement, the Notes and any other Loan Document, including reasonable attorneys’ ' fees, and as to which the Administrative Agent is not reimbursed by the Borrower; providedPROVIDED, howeverHOWEVER, that no Lender shall be liable for the payment of any portion of such liabilities, obligations, losses, damages, claims, costs or expenses which are determined by a court of competent jurisdiction in a final proceeding to have resulted solely from the Administrative Agent’s 's gross negligence or willful wilful misconduct. The Administrative Agent shall not be required to take any action hereunder, under the Notes or under any other Loan Document, or to prosecute or defend any suit in respect of this Agreement, the Notes or any other Loan Document, unless it is indemnified hereunder to its satisfaction. If any indemnity in favor of the Administrative Agent shall be or become, in the Administrative Agent’s 's determination, inadequate, the Administrative Agent may call for additional indemnification from the Lenders and cease to do the acts indemnified against hereunder until such additional indemnity is given.

Actions. Each Lender hereby appoints National City JPMorgan as its Administrative Agent and as its Collateral Agent, under and for purposes of this Agreement, the Notes and each other Loan Document. Each Lender authorizes the each Agent to act on behalf of such Lender under this Agreement, the Notes and each other Loan Document and, in the absence of other written instructions from the Required Lenders received from time to time by the such Agent (with respect to which the each Agent agrees that it will comply, except as otherwise provided in this Section or as otherwise advised by counselcounsel in order to avoid contravention of applicable law), to exercise such powers hereunder and thereunder as are specifically delegated to or required of the such Agent by the terms hereof and thereof, together with such powers as may be reasonably incidental theretothereto (including the release of Liens on assets Disposed of in accordance with the terms of the Loan Documents). Each Lender hereby indemnifies (which indemnity shall survive any termination of this Agreement) the each Agent, pro rata according to such Lender’s Percentageproportionate Total Exposure Amount, from and against any and all liabilities, obligations, losses, damages, claims, costs or expenses of any kind or nature whatsoever which may at any time be imposed on, incurred by, or asserted against, the such Agent in any way relating to or arising out of this Agreement, the Notes and any other Loan Document, Document (including reasonable attorneys’ feesfees and expenses), and as to which the such Agent is not reimbursed by the BorrowerParent Borrower (and without limiting its obligation to do so); provided, however, provided that no Lender shall be liable for the payment of any portion of such liabilities, obligations, losses, damages, claims, costs or expenses which are determined by a court of competent jurisdiction in a final proceeding to have resulted solely from the such Agent’s gross negligence or willful misconduct. The No Agent shall not be required to take any action hereunder, under the Notes or under any other Loan Document, or to prosecute or defend any suit in respect of this Agreement, the Notes or any other Loan Document, unless it is indemnified hereunder to its reasonable satisfaction. If any indemnity in favor of the any Agent shall be or become, in the such Agent’s determination, inadequate, the such Agent may call for additional indemnification from the Lenders and cease to do the acts indemnified against hereunder until such additional indemnity is given.

Actions. (a) Each Lender hereby appoints National City (i) DLJ as one of its Co-Syndication Agents and as its Documentation Agent, (ii) Scotiabank as one of its Co-Syndication Agents and as its Administrative Agent and (iii) BancAmerica as its Syndication Agent, in each case under and for purposes of this Agreement, the Notes and each other Loan Document. Each Lender authorizes the each such Agent to act on behalf of such Lender under this Agreement, the Notes and each other Loan Document and, in the absence of other written instructions from the Required Lenders received from time to time by the any particular Agent (with respect to which the each Agent agrees that it will comply, except as otherwise provided in this Section or as otherwise advised by counselcounsel in order to avoid contravention of applicable law), to exercise such powers hereunder and thereunder as are specifically delegated to or required of the such Agent by the terms hereof and or thereof, together with such powers as may be reasonably incidental thereto. Each Lender hereby indemnifies (which indemnity shall survive any termination of this Agreement) each of the AgentAgents and their respective directors, pro rata according to officers, employees or agents, ratably in accordance with each such Lender’s Percentage's respective Term Loans outstanding and Commitments (or, if no Term Loans or Commitments are at the time outstanding or in effect, then ratably in accordance with the principal amount of Term Loans held by such Lender, and each such Lender's respective Commitments as in effect in each case on the date of the termination of this Agreement), from and against any and all liabilities, obligations, losses, damages, claims, costs or expenses of any kind or nature whatsoever which may at any time be imposed on, incurred by, or asserted against, the Agent such Agent, in any way relating to or arising out of this Agreement, the Notes and any other Loan Document, including reasonable attorneys’ ' fees, and as to which the Agent same is not reimbursed by the Borrower; provided, however, that no Lender shall be liable for the payment of any portion of such liabilities, obligations, losses, damages, claims, costs or expenses which are determined by a court of competent jurisdiction in a final proceeding to have resulted solely from the Agent’s gross negligence or willful misconductwilful misconduct of such Agent or any of its directors, officers, employees or agents. The No Agent shall not be required to take any action hereunder, under the Notes or under any other Loan Document, or to prosecute or defend any suit in respect of this Agreement, the Notes or any other Loan Document, unless it is indemnified hereunder to its satisfaction. If any indemnity in favor of the any Agent shall be or become, in the such Agent’s determination, 's determination inadequate, the such Agent may call for additional indemnification from the Lenders and cease to do the acts indemnified against hereunder until such additional indemnity is given.

Actions. Each Lender hereby appoints National City DLJ as its Syndication Agent and CIT as its Administrative Agent under and for purposes of this Agreement, the Notes Agreement and each other Loan Document. Each Lender authorizes the Agent Agents to act on behalf of such Lender under this Agreement, the Notes Agreement and each other Loan Document and, in the absence of other written instructions from the Required Lenders received from time to time by the Agent Agents (with respect to which each of the Agent Agents agrees that it will comply, except as otherwise provided in this Section or as otherwise advised by counsel), to exercise such powers hereunder and thereunder as are specifically delegated to or required of the Agent Agents by the terms hereof and thereof, together with such powers as may be reasonably incidental thereto. The Agents may execute any of their respective duties under this Agreement and each other Loan Document by or through their respective employees, agents and attorneys-in-fact. Each Lender hereby indemnifies (which indemnity shall survive any termination of this Agreement) the AgentAgents, pro rata according to such Lender’s Percentage's percentage of each existing Loan Commitment Amount, from and against any and all liabilities, obligations, losses, damages, claims, costs or expenses of any kind or nature whatsoever which may at any time be imposed on, incurred by, or asserted against, either of the Agent Agents in any way relating to or arising out of this Agreement, the Notes Agreement and any other Loan Document, including reasonable attorneys’ ' fees, and as to which the any Agent is not reimbursed by any Obligor (and without limiting the Borrowerobligation of any Obligor to do so); provided, however, that no Lender shall be liable for the payment of any portion of such liabilities, obligations, losses, damages, claims, costs or expenses which are determined by a court of competent jurisdiction in a final proceeding to have resulted solely from the such Agent’s 's gross negligence or willful wilful misconduct. The No Agent shall not be required to take any action hereunder, under the Notes hereunder or under any other Loan Document, or to prosecute or defend any suit in respect of this Agreement, the Notes Agreement or any other Loan Document, unless it is indemnified hereunder to its such Agent's satisfaction. If any indemnity in favor of either of the Agent Agents shall be or become, in the such Agent’s 's determination, inadequate, the such Agent may call for additional indemnification from the Lenders and cease to do the acts indemnified against hereunder until such additional indemnity is given.

Actions. Each Lender hereby appoints National City Citicorp USA as its Administrative Agent and CitiNA, as its collateral agent, under and for purposes of this Agreement, the Notes and each other Loan Document. Each Lender authorizes the each Agent to act on behalf of such Lender under this Agreement, the Notes and each other Loan Document and, in the absence of other written instructions from the Required Lenders received from time to time by the such Agent (with respect to which the each Agent agrees that it will comply, except as otherwise provided in this Section or as otherwise advised by counselcounsel in order to avoid contravention of applicable law), to exercise such powers hereunder and thereunder as are specifically delegated to or required of the such Agent by the terms hereof and thereof, together with such powers as may be reasonably incidental theretothereto (including the release of Liens on assets Disposed of in accordance with the terms of the Loan Documents). Each Lender hereby indemnifies (which indemnity shall survive any termination of this Agreement) the each Agent, pro rata according to such Lender’s Percentageproportionate Total Exposure Amount, from and against any and all liabilities, obligations, losses, damages, claims, costs or expenses of any kind or nature whatsoever which may at any time be imposed on, incurred by, or asserted against, the such Agent in any way relating to or arising out of this Agreement, the Notes and any other Loan Document, Document (including reasonable attorneys’ feesfees and expenses), and as to which the such Agent is not reimbursed by the BorrowerBorrower (and without limiting its obligation to do so); provided, however, provided that no Lender shall be liable for the payment of any portion of such liabilities, obligations, losses, damages, claims, costs or expenses which are determined by a court of competent jurisdiction in a final proceeding to have resulted solely from the such Agent’s gross negligence or willful misconduct. The No Agent shall not be required to take any action hereunder, under the Notes or under any other Loan Document, or to prosecute or defend any suit in respect of this Agreement, the Notes or any other Loan Document, unless it is indemnified hereunder to its reasonable satisfaction. If any indemnity in favor of the any Agent shall be or become, in the such Agent’s determination, inadequate, the such Agent may call for additional indemnification from the Lenders and cease to do the acts indemnified against hereunder until such additional indemnity is given.

Actions. Each Lender and each Issuer hereby appoints National City WFBNA as its Administrative Agent under and for purposes of this Agreement, the Notes and each other Loan Document. Each Lender authorizes the Administrative Agent to act on behalf of such Lender under this Agreement, the Notes and each other Loan Document and to appoint other agents or sub-agents to assist in its actions under the Loan Documents and, in the absence of other written instructions from the Required Lenders received from time to time by the Administrative Agent (with respect to which the Administrative Agent agrees that it will comply, except as otherwise provided in this Section or as otherwise advised by counselcounsel in order to avoid contravention of Applicable Law), to exercise such powers hereunder and thereunder as are specifically delegated to or required of the Administrative Agent by the terms hereof and thereof, together with such powers as may be reasonably incidental theretothereto (including the release of Liens on assets Disposed of in accordance with the terms of the Loan Documents). Each Lender hereby indemnifies (which indemnity shall survive any termination of this Agreement) the Administrative Agent, pro rata according to such Lender’s Percentageproportionate Total Exposure Amount, from and against any and all liabilities, obligations, losses, damages, claims, costs or expenses of any kind or nature whatsoever which may at any time be imposed on, incurred by, or asserted against, the Administrative Agent in any way relating to or arising out of this Agreement, the Notes and any other Loan Document, (including reasonable attorneys’ fees), and as to which the Agent Administrative Agent, is not reimbursed by the Borrower, and without limiting Borrower’s obligations to do so; providedprovided that, however, that no Lender shall be liable for the payment of any portion of such liabilities, obligations, losses, damages, claims, costs or expenses which that are determined by a court of competent jurisdiction in a final proceeding to have resulted solely from the Administrative Agent’s gross negligence or willful misconduct. The Administrative Agent shall not be required fully justified in failing or refusing to take any action hereunder, under the Notes or under any other Loan Document, or to prosecute or defend any suit in respect of this Agreement, the Notes Agreement or any other Loan Document, Document unless it is shall first receive such advice or concurrence of the Required Lenders as it deems appropriate or it shall first be indemnified hereunder to its satisfactionsatisfaction by the Lenders against any and all liability and expense that may be incurred by it by reason of taking or continuing to take any such action. If any indemnity in favor of the Administrative Agent shall be or become, in the Administrative Agent’s determination, inadequate, the Administrative Agent may call for additional indemnification from the Lenders and cease to do the acts indemnified against hereunder until such additional indemnity is given. The Administrative Agent shall in all cases be fully protected in acting, or refraining from acting, under this Agreement and the other Loan Documents in accordance with a request of the Required Lenders, and such request and any action taken or failure to act pursuant thereto shall be binding upon all of the Secured Parties; provided that the Administrative Agent shall not be required to take any action that, in its opinion or in the opinion of its counsel, may expose it to liability or that is contrary to any Loan Document or applicable requirements of law.

Actions. Each Lender hereby appoints National City BMO as its Administrative Agent under and for purposes of this Agreement, the Notes Agreement and each other Loan Document. Each Lender authorizes the Administrative Agent to act on behalf of such Lender under this Agreement, the Notes Agreement and each other Loan Document and, in the absence of other written instructions from the Required Majority Lenders received from time to time by the Administrative Agent (with respect to which the Administrative Agent agrees that it will comply, except as otherwise provided in this Section or as otherwise advised by counsel), to exercise such powers hereunder and thereunder as are specifically delegated to or required of the Administrative Agent by the terms hereof and thereof, together with such powers as may be reasonably incidental thereto. Each Lender hereby indemnifies (which indemnity shall survive any termination of this Agreement) the Administrative Agent, pro rata according to such Lender’s 's Percentage, from and against any and all liabilities, obligations, losses, damages, claims, costs or expenses of any kind or nature whatsoever which may at any time be imposed on, incurred by, or asserted against, the Administrative Agent in any way relating to or arising out of this Agreement, the Notes Agreement and any other Loan Document, including reasonable attorneys’ feesfees of legal counsel, and as to which the Administrative Agent is not reimbursed by the Borrower; provided, -------- however, that no Lender shall be liable for the payment of any portion of such ------- liabilities, obligations, losses, damages, claims, costs or expenses which are determined by a court of competent jurisdiction in a final proceeding to have resulted solely from the Administrative Agent’s 's gross negligence or willful wilful misconduct. The Administrative Agent shall not be required to take any action hereunder, under the Notes hereunder or under any other Loan Document, or to prosecute or defend any suit in respect of this Agreement, the Notes Agreement or any other Loan Document, unless it is indemnified hereunder to its satisfaction. If any indemnity in favor favour of the Administrative Agent shall be or become, in the Administrative Agent’s 's determination, inadequate, the Administrative Agent may call for additional indemnification from the Lenders and cease to do the acts indemnified against hereunder until such additional indemnity is given.

Actions. Each Lender hereby appoints National City BNPP, as its Agent agent under and for purposes of this Agreement, the Notes and each other Loan Document. Each Lender authorizes the Administrative Agent to act on behalf of such Lender under this Agreement, the Notes and each other Loan Document and, in the absence of other written instructions from the Required Lenders received from time to time by the Administrative Agent (with respect to which the Administrative Agent agrees that it will comply, except as otherwise provided in this Section or as otherwise advised by counsel), to exercise such powers hereunder and thereunder as are specifically delegated to or required of the Administrative Agent by the terms hereof and thereof, together with such powers as may be reasonably incidental thereto. Each Lender hereby indemnifies (which indemnity shall survive any termination of this Agreement) the Administrative Agent, pro rata each of its Affiliates and their respective officers, advisors, directors and employees, according to such Lender’s Percentagepro rata share of the Loans (determined using the Equivalent in Dollars of any portion of the Loans denominated in Euro), from and against any and all liabilitiesclaims, obligationsdamages, losses, damagesliabilities and expenses (including, claimswithout limitation, costs or expenses reasonable fees and disbursements of any kind or nature whatsoever which counsel) that may at any time be imposed on, incurred by, by or asserted or awarded NYDOCS03/880756.14 58 against, the Administrative Agent in any way relating to or arising out of this Agreement, the Notes and any other Loan Document, including reasonable attorneys’ fees, and as to which the Agent is not reimbursed Document or any action taken or omitted by the BorrowerAdministrative Agent under this Agreement, the Notes or any other Loan Document; provided, however, provided that no Lender shall be liable for the payment of any portion of such liabilitiesclaims, obligationsdamages, losses, damages, claims, costs or liabilities and expenses which are determined by a court of competent jurisdiction in a final proceeding to have resulted solely from the Administrative Agent’s gross negligence or willful misconduct. Without limitation of the foregoing, each Lender agrees to reimburse the Administrative Agent promptly upon demand for its ratable share (determined using the Equivalent in Dollars of any portion of the Commitment Amount or Loans that is denominated in Euro) of any out-of-pocket expenses (including reasonable counsel fees) incurred by the Administrative Agent in connection with the preparation, execution, delivery, administration, modification, amendment or enforcement (whether through negotiations, legal proceedings or otherwise) of, or legal advice in respect of rights or responsibilities under, this Agreement, to the extent that the Administrative Agent is not reimbursed for such expenses by the Borrower. In the case of any investigation, litigation or proceeding giving rise to any such indemnified costs, this Section applies whether any such investigation, litigation or proceeding is brought by the Administrative Agent, any Lender or a third party. The Administrative Agent shall not be required to take any action hereunder, under the Notes or under any other Loan Document, or to prosecute or defend any suit in respect of this Agreement, the Notes or any other Loan Document, unless it is expressly required to do so under this Agreement or is indemnified hereunder to its satisfaction. If any indemnity in favor of the Administrative Agent shall be or become, in the Administrative Agent’s reasonable determination, inadequate, the Administrative Agent may call for additional indemnification from the Lenders and cease to do the acts indemnified against hereunder until such additional indemnity is given.

Actions. Each Lender hereby appoints National City Scotiabank as its Administrative Agent and as a Lead Agent and Book Manager under and for purposes of this Agreement, the Notes and each other Loan Document. Each Lender authorizes the Administrative Agent to act on behalf of such Lender under this Agreement, the Notes Notes, the Additional TLCs, and each other Loan Document and, in the absence of other written instructions from the Required Lenders received from time to time by the Administrative Agent (with respect to which the Administrative Agent agrees that it will comply, except as otherwise provided in this Section or as otherwise advised by counsel), to exercise such powers hereunder and thereunder as are specifically delegated to or required of the Administrative Agent by the terms hereof and thereof, together with such powers as may be reasonably incidental thereto. Each Lender hereby appoints CSFB as the Syndication Agent and as a Lead Agent and Book Manager. Each Lender hereby indemnifies (which indemnity shall survive any termination of this Agreement) the each Agent, pro rata according to ratably in accordance with their respective Term Loans and Additional TLCs outstanding and Commitments (or, if no Term Loans, Additional TLCs or Commitments are at the time outstanding and in effect, then ratably in accordance with the principal amount of Term Loans or, as the case may be, Additional TLCs held by such Lender’s Percentage, and their respective Commitments as in effect in each case on the date of the termination of this Agreement), from and against any and all liabilities, obligations, losses, damages, claims, costs or expenses of any kind or nature whatsoever which may at any time be imposed on, incurred by, or asserted against, the Agent Agents in any way relating to or arising out of this Agreement, the Notes Notes, the Additional TLCs and any other Loan Document, including reasonable attorneys’ ' fees, and as to which the any Agent is not reimbursed by the BorrowerBorrowers or any other Obligor (and without limiting the obligation of the Borrowers or any other Obligor to do so); providedPROVIDED, howeverHOWEVER, that no Lender shall be liable for the payment of any portion of such liabilities, obligations, losses, damages, claims, costs or expenses which are determined by a court of competent jurisdiction in a final proceeding to have resulted solely from the an Agent’s 's gross negligence or willful misconduct. The Agent Agents shall not be required to take any action hereunder, under the Notes Notes, the Additional TLCs or under any other Loan Document, or to prosecute or defend any suit in respect of this Agreement, the Notes Notes, the Additional TLCs or any other Loan Document, unless it is indemnified hereunder to its satisfaction. If any indemnity in favor of the Agent Agents shall be or become, in the any Agent’s 's determination, inadequate, the any Agent may call for additional indemnification from the Lenders and cease to do the acts indemnified against hereunder until such additional indemnity is given. -87- Notwithstanding the foregoing, the Lead Arrangers and Book Managers shall have no duties, obligations or liabilities under any Loan Document.

Actions. Each Lender hereby appoints National City Wachovia Bank as its Agent administrative agent and as its collateral agent under and for purposes of this Agreement, the Notes and each other Loan Document. Each Lender authorizes the Agent to act on behalf of such Lender under this Agreement, the Notes and each other Loan Document and, in the absence of other written instructions from the Required Lenders received from time to time by the Agent (with respect to which the Agent agrees that it will comply, except as otherwise provided in this Section or as otherwise advised by counselcounsel in order to avoid contravention of applicable law), to exercise such powers hereunder and thereunder as are specifically delegated to or required of the Agent by the terms hereof and thereof, together with such powers as may be reasonably incidental thereto. Each Lender hereby indemnifies (which indemnity shall survive any termination of this Agreement) Agent and the AgentArranger, pro rata according to such Lender’s PercentageCommitment, from and against any and all liabilities, obligations, losses, damages, claims, costs or expenses of any kind or nature whatsoever which may at any time be imposed on, incurred by, or asserted against, Agent, or the Agent Arranger, as the case may be, or in any way relating to or arising out of this Agreement, the Notes and any other Loan Document, Document (including reasonable attorneys’ feesfees and expenditures to protect or preserve any collateral), and as to which Agent or the Agent Arranger, as the case may be, is not reimbursed by the BorrowerBorrowers; provided, however, that no Lender shall be liable for the payment of any portion of such liabilities, obligations, losses, damages, claims, costs or expenses which (a) in the case of liabilities, obligations, losses, damages, claims, costs or expenses claimed by Agent, are determined by a court of competent jurisdiction in a final proceeding to have resulted from Agent’s gross negligence or willful misconduct, and (b) in the case of liabilities, obligations, losses, damages, claims, costs or expenses claimed by the Arranger are determined by a court of competent jurisdiction in a final proceeding to have resulted solely from the AgentArranger’s gross negligence or willful misconduct. The Agent shall not be required to take any action hereunder, under the Notes or under any other Loan Document, or to prosecute or defend any suit in respect of this Agreement, the Notes or any other Loan Document, unless it is indemnified hereunder to its satisfaction. If any indemnity in favor of the Agent shall be or become, in the Agent’s determination, inadequate, the Agent may call for additional indemnification from the Lenders and cease to do the acts indemnified against hereunder until such additional indemnity is given.

Actions. Each Lender hereby appoints National City Scotiabank as its the US Agent, the UK Agent and the Collateral Agent, respectively, and authorizes the Agents to appoint from time to time on behalf of all Lenders one or more Co-Agents under and for purposes of this Agreement, the Notes and each other Loan Document. Each Lender authorizes the Agent Agents to act on behalf of such Lender under this Agreement, the Notes and each other Loan Document and, in the absence of other written instructions from the Required Lenders received from time to time by the Agent Agents (with respect to which the Agent agrees Agents agree that it they will comply, except as otherwise provided in this Section or as otherwise advised by counsel), to exercise such powers hereunder and thereunder as are specifically delegated to or required of the Agent Agents by the terms hereof and thereof, together with such powers as may be reasonably incidental thereto. Each Lender hereby indemnifies (which indemnity shall survive any termination of this Agreement) the AgentAgents, pro rata according to ratably in accordance with their respective Term Loans outstanding and Commitments (or, if no Term Loans or Commitments are at the time outstanding and in effect, then ratably in accordance with the principal amount of Term Loans held by such Lender’s Percentage, and their respective Commitments as in effect in each case on the date of the termination of this Agreement), from and against any and all liabilities, obligations, losses, damages, claims, costs or expenses of any kind or nature whatsoever which may at any time be imposed on, incurred by, or asserted against, the Agent Agents in any way relating to or arising out of this Agreement, the Notes and any other Loan Document, including reasonable attorneys’ ' fees, and as to which the Agent is Agents are not reimbursed by the BorrowerBorrowers or any other Obligor (and without limiting the obligation of the Borrowers or any other Obligor to do so); provided, however, that no Lender shall be liable for the payment of any portion of such liabilities, obligations, losses, damages, claims, costs or expenses which are determined by a court of competent jurisdiction in a final proceeding to have resulted solely from the Agent’s Agents' gross negligence or willful misconduct. The Agent Agents shall not be required to take any action hereunder, under the Notes or under any other Loan Document, or to prosecute or defend any suit in respect of this Agreement, the Notes or any other Loan Document, unless it is indemnified hereunder to its satisfaction. If any indemnity in favor of the Agent Agents shall be or become, in the Agent’s Agents' determination, inadequate, the Agent Agents may call for additional indemnification from the Lenders and cease to do the acts indemnified against hereunder until such additional indemnity is given.

Actions. Each Lender hereby appoints National City Scotia Capital as its Administrative Agent and Documentation Agent and CSFB as its Syndication Agent under and for purposes of this Agreement, the Notes and each other Loan Document. Each Lender authorizes the Administrative Agent to act on behalf of such Lender under this Agreement, the Notes and each other Loan Document and, in the absence of other written instructions from the Required Lenders received from time to time by the Administrative Agent (with respect to which the Administrative Agent agrees that it will comply, except as otherwise provided in this Section or as otherwise advised by counsel), to exercise such powers hereunder and thereunder as are specifically delegated to or required of the Administrative Agent by the terms hereof and thereof, together with such powers as may be reasonably incidental thereto. Each Lender hereby indemnifies (which indemnity shall survive any termination of this Agreement) the each Agent, pro rata according to such Lender’s Percentage, from and against any and all liabilities, obligations, losses, damages, claims, costs or expenses of any kind or nature whatsoever which may at any time be imposed on, incurred by, or asserted against, the such Agent in any way relating to or arising out of this Agreement, the Notes and any other Loan Document, including reasonable attorneys’ fees, and as to which the such Agent is not reimbursed by the Borrower; provided, however, that no Lender shall be liable for the payment of any portion of such liabilities, obligations, losses, damages, claims, costs or expenses which are determined by a court of competent jurisdiction in a final proceeding to have resulted solely from the such Agent’s gross negligence or willful wilful misconduct. The Agent None of the Agents shall not be required to take any action hereunder, under the Notes or under any other Loan Document, or to prosecute or defend any suit in respect of this Agreement, the Notes or any other Loan Document, unless it is indemnified hereunder to its satisfaction. If any indemnity in favor of the any Agent shall be or become, in the such Agent’s determination, inadequate, the such Agent may call for additional indemnification from the Lenders and cease to do the acts indemnified against hereunder until such additional indemnity is given.

Actions. Each Lender hereby appoints National City CIT as its Administrative Agent under and for purposes of this Agreement, the Notes Agreement and each other Loan Document. Each Lender authorizes the Administrative Agent to act on behalf of such Lender under this Agreement, the Notes Agreement and each other Loan Document and, in the absence of other written instructions from the Required Lenders received from time to time by the Administrative Agent (with respect to which the Administrative Agent agrees that it will comply, except as otherwise provided in this Section 9.1 or as otherwise advised by counsel), to exercise such powers hereunder and thereunder as are specifically delegated to or required of the Administrative Agent by the terms hereof and thereof, together with such powers as may be reasonably incidental thereto. The Administrative Agent may execute any of its duties under this Agreement and each other Loan Document by or through its employees, agents and attorneys-in-fact. Each Lender hereby indemnifies (which indemnity shall survive any termination of this Agreement) the Administrative Agent, pro rata according to such Lender’s Percentage's Percentage of the Revolving Credit Commitment Amount, from and against any and all liabilities, obligations, losses, damages, claims, costs or expenses of any kind or nature whatsoever which may at any time be imposed on, incurred by, or asserted against, the Administrative Agent in any way relating to or arising out of this Agreement, the Notes Agreement and any other Loan Document, including reasonable attorneys’ ' fees, and as to which the Administrative Agent is not reimbursed by any Borrower (and without limiting the Borrowerobligation of any Borrower to do so); provided, however, that no Lender shall be liable for the payment of any portion of such liabilities, obligations, losses, damages, claims, costs or expenses which are determined by a court of competent jurisdiction in a final proceeding to have resulted solely from the Administrative Agent’s 's gross negligence or willful misconduct. The Administrative Agent shall not be required to take any action hereunder, under the Notes hereunder or under any other Loan Document, or to prosecute or defend any suit in respect of this Agreement, the Notes Agreement or any other Loan Document, unless it is indemnified hereunder to its the Administrative Agent's satisfaction. If any indemnity in favor of the Administrative Agent shall be or become, in the Administrative Agent’s 's determination, inadequate, the Administrative Agent may call for additional indemnification from the Lenders and cease to do the acts indemnified against hereunder until such additional indemnity is given.

Actions. Each Lender hereby appoints National City Citicorp USA as its Administrative Agent and CitiNA, as its collateral agent, under and for purposes of this Agreement, the Notes and each other Loan Document. Each Lender authorizes the each Agent to act on behalf of such Lender under this Agreement, the Notes and each other Loan Document and, in the absence of other written instructions from the Required Lenders received from time to time by the such Agent (with respect to which the each Agent agrees that it will comply, except as otherwise provided in this Section or as otherwise advised by counselcounsel in order to avoid contravention of applicable law), to exercise such powers hereunder and thereunder as are specifically delegated to or required of the such Agent by the terms hereof and thereof, together with such powers as may be reasonably incidental theretothereto (including the release of Liens on assets Disposed of in accordance with the terms of the Loan Documents). Each Lender hereby indemnifies (which indemnity shall survive any termination of this Agreement) the each Agent, pro rata according to such Lender’s Percentageproportionate Total Exposure Amount, from and against any and all liabilities, obligations, losses, damages, claims, costs or expenses of any kind or nature whatsoever which may at any time be imposed on, incurred by, or asserted against, the such Agent in any way relating to or arising out of this Agreement, the Notes and any other Loan Document, Document (including reasonable attorneys’ feesfees and expenses), and as to which the such Agent is not reimbursed by the BorrowerBorrower (and without limiting its obligation to do so); provided, however, provided that no Lender shall be liable for the payment of any portion of such liabilities, obligations, losses, damages, claims, costs or expenses which are determined by a court of competent jurisdiction in a final proceeding to have resulted solely from the such Agent’s gross negligence or willful misconduct. The No Agent shall not be required to take any action hereunder, under the Notes or under any other Loan Document, First Lien Credit Agreement 95 or to prosecute or defend any suit in respect of this Agreement, the Notes or any other Loan Document, unless it is indemnified hereunder to its reasonable satisfaction. If any indemnity in favor of the any Agent shall be or become, in the such Agent’s determination, inadequate, the such Agent may call for additional indemnification from the Lenders and cease to do the acts indemnified against hereunder until such additional indemnity is given.

Actions. Each Revolving Loan Lender hereby appoints PNC Bank as its Revolving Loan Administrative Agent under and for purposes of each Loan Document, each Term Loan Lender hereby appoints CS as its Term Loan Administrative Agent under and for purposes of each Loan Document, and each Lender hereby appoints National City as its Collateral Agent under and for purposes of this Agreement, the Notes and each other Loan Document. Each Lender authorizes the such Agent to act on behalf of such Lender under this Agreement, the Notes and each other Loan Document and, in the absence of other written instructions from the Required Lenders received from time to time by the such Agent (with respect to which the each Agent agrees that it will comply, except as otherwise provided in this Section or as otherwise advised by counselcounsel in order to avoid contravention of applicable law), to exercise such powers hereunder and thereunder as are specifically delegated to or required of the such Agent by the terms hereof and thereof, together with such powers as may be reasonably incidental theretothereto (including the release of Liens on assets Disposed of in accordance with the terms of the Loan Documents). Each Lender hereby indemnifies (which indemnity shall survive any termination of this Agreement) the each Agent, pro rata according to such Lender’s Percentageproportionate Total Exposure Amount, from and against any and all liabilities, obligations, losses, damages, claims, costs or expenses of any kind or nature whatsoever which may at any time be imposed on, incurred by, or asserted against, the such Agent in any way relating to or arising out of this Agreement, the Notes and any other Loan Document, (including reasonable attorneys’ fees), and as to which the such Administrative Agent is not reimbursed by the BorrowerBorrowers; provided, however, provided that no Lender shall be liable for the payment of any portion of such liabilities, obligations, losses, damages, claims, costs or expenses which are determined by a court of competent jurisdiction in a final proceeding to have resulted solely from the such Agent’s gross negligence or willful misconduct. The No Agent shall not be required to take any action hereunder, under the Notes or under any other Loan Document, or to prosecute or defend any suit in respect of this Agreement, the Notes or any other Loan Document, unless it is indemnified hereunder to its satisfaction. If any indemnity in favor of the any Agent shall be or become, in the such Agent’s determination, inadequate, the Agent may call for additional indemnification from the Lenders and cease to do the acts indemnified against hereunder until such additional indemnity is given.

Actions. Each Lender hereby appoints National City Credit Suisse First Boston as its Administrative Agent under and for purposes of this Agreement, the Notes Agreement and each other Loan Credit Document. Each Lender authorizes the Administrative Agent to act on behalf of such Lender under this Agreement, the Notes Agreement and each other Loan Credit Document (including each agreement and other document contemplated under the Orders and the Primary DIP Facility Orders) and, in the absence of other written instructions from the Required Lenders received from time to time by the Administrative Agent (with respect to which the Administrative Agent agrees that it will comply, except as otherwise provided in this Section or as otherwise advised by counselcounsel in order to avoid contravention of applicable law), to exercise such powers hereunder and thereunder as are specifically delegated to or required of the Administrative Agent by the terms hereof and thereof, together with such powers as may be reasonably incidental thereto. Each Lender hereby indemnifies (which indemnity shall survive any termination of this Agreement) the Agent, Administrative Agent pro rata according to such Lender’s 's Percentage, from and against any and all liabilities, obligations, losses, damages, claims, costs or expenses of any kind or nature whatsoever which may at any time be imposed on, incurred by, or asserted against, the Administrative Agent in any way relating to or arising out of this Agreement, the Notes Agreement and any other Loan Credit Document, including reasonable attorneys’ ' fees, and as to which the Administrative Agent is not reimbursed by the Borrower; provided, however, that no Lender shall be liable for the payment of any portion of such liabilities, obligations, losses, damages, claims, costs or expenses which are determined held by a court of competent jurisdiction in a final proceeding and non-appealable judgment to have resulted solely from the Administrative Agent’s 's gross negligence or willful misconduct. The Administrative Agent shall not be required to take any action hereunder, under the Notes hereunder or under any other Loan Credit Document, or to prosecute or defend any suit in respect of this Agreement, the Notes Agreement or any other Loan Credit Document, unless it the Administrative Agent is indemnified hereunder to its satisfaction. If any indemnity in favor of the Administrative Agent shall be or become, in the Administrative Agent’s 's determination, inadequate, the Administrative Agent may call for additional indemnification from the Lenders and cease to do the acts indemnified against hereunder until such additional indemnity is given.

Actions. Each Lender hereby appoints National City as its Agent under and for purposes of this Agreement, the Notes and each other Loan Document. Each Lender Bank authorizes the Agent to act on behalf of such Lender Bank under this Agreement, the Notes and each other Loan Document Documents and any other related instruments and, in the absence of other written instructions from the Required Lenders Banks received from time to time by the Agent (with respect to which the Agent agrees that it will complywill, except as otherwise provided in subject to the last two sentences of this Section or 9.1, comply in good faith except as otherwise advised by counsel), to exercise such powers hereunder and thereunder as are specifically delegated to or required of the Agent by the terms hereof and thereof, together with such powers as may be reasonably incidental thereto. Each Lender hereby indemnifies Bank agrees (which indemnity agreement shall survive any termination of this Agreement) to indemnify the Agent, pro rata according to such Lender’s Bank's Percentage, from and against any and all liabilities, obligations, losses, damages, claimspenalties, costs actions, judgments, suits, costs, expenses or expenses disbursements of any kind or nature whatsoever which may at any time be imposed on, incurred by, or asserted against, against the Agent in any way relating to or arising out of this Agreement, the Notes Revolving Notes, the Letters of Credit, any of the other Loan Documents and any other related instruments, including, without limitation, the reimbursement of the Agent for all reasonable out-of- pocket expenses (including, without limitation, syndication costs and attorneys' fees) incurred by the Agent hereunder or in connection herewith or in enforcing the obligations of the Company under this Agreement, under any of the other Loan DocumentDocuments or any other related instruments, including reasonable attorneys’ fees, and in all cases as to which the Agent is not reimbursed by the BorrowerCompany; provided, however, provided that no Lender Bank shall be liable for the payment of any portion of such liabilities, obligations, losses, damages, claimspenalties, costs actions, judgments, suits, costs, expenses or expenses which are disbursements determined by a court of competent proper jurisdiction in a final proceeding to have resulted solely from the Agent’s 's gross negligence or willful misconduct. The Agent shall not be required to take any action hereunder, under the Notes hereunder or under any other Loan Documentrelated instruments, or to prosecute or defend any suit in respect of this AgreementAgreement or any such instrument, unless indemnified to its satisfaction by the Banks against costs, liability, and expense. Each Bank's obligation to indemnify the Agent as set forth above shall be unconditional under any and all circumstances and irrespective of any set off, counterclaim or defense to payment which such Bank may have or have had against the Agent, the Notes Company, any Subsidiary or any other Loan Document, unless it is indemnified hereunder to its satisfactionPerson. If any indemnity in favor of the Agent shall be or become, in the Agent’s determination, inadequatebecome impaired, the Agent may call for additional indemnification from the Lenders indemnity and cease to do the acts indemnified against hereunder until such additional indemnity is given. The Agent may delegate its duties hereunder to affiliates, agents or attorneys-in-fact selected in good faith by the Agent.

Actions. Each Lender hereby appoints National City Scotiabank as its Administrative Agent under and for purposes of this Agreement, the Notes and each other Loan Document. Each Lender authorizes the Administrative Agent to act on behalf of such Lender under this Agreement, the Notes and each other Loan Document and, in the absence of other written instructions from the Required Lenders received from time to time by the Administrative Agent (with respect to which the Administrative Agent agrees that it will comply, except as otherwise provided in this Section or as otherwise advised by counselcounsel in order to avoid contravention of applicable law), to exercise such powers hereunder and thereunder as are specifically delegated to or required of the Administrative Agent by the terms hereof and thereof, together with such powers as may be reasonably incidental thereto. Each Lender hereby indemnifies (which indemnity shall survive any termination of this Agreement) the Administrative Agent, its Affiliates and their respective directors, officers, agents and employees, pro rata according to such Lender’s 's Percentage, from and against any and all liabilities, obligations, losses, damages, claims, costs costs, demands, actions or expenses of any kind or nature whatsoever which may at any time be imposed on, incurred by, or asserted against, the Administrative Agent in any way relating to or arising out of this Agreement, the Notes and any other Loan Document, including reasonable attorneys’ ' fees, and as to which the Administrative Agent is not reimbursed by the Borrower; provided, however, that no Lender shall be liable for the payment of any portion of such liabilities, obligations, losses, damages, claims, costs or expenses which are determined by a court of competent jurisdiction in a final proceeding to have resulted solely from the Administrative Agent’s 's gross negligence or willful misconduct. The Administrative Agent shall not be required to take any action hereunder, under the Notes hereunder or under any other Loan Document, or to prosecute or defend any suit in respect of this Agreement, the Notes Agreement or any other Loan Document, unless it is indemnified hereunder to its satisfaction. If any indemnity in favor of the Administrative Agent shall be or become, in the Administrative Agent’s 's determination, inadequate, the Administrative Agent may call for additional indemnification from the Lenders and cease to do the acts indemnified against hereunder until such additional indemnity is given.

Actions. Each Lender of the Lenders hereby irrevocably appoints National City AREP O&G as its the Administrative Agent under this Agreement, and each of the Lenders hereby irrevocably appoints Citicorp USA, Inc. as the Collateral Agent under and for purposes of this Agreement, the Notes and each other Loan Document. Each Lender authorizes the each such Agent to act on behalf of such Lender as contemplated under this Agreement, the Notes and each other Loan Document and, in the absence of other written instructions from the Required Lenders received from time to time by the Agent (with respect to which the Agent agrees that it will comply, except as otherwise provided in this Section or as otherwise advised by counsel), and to exercise such powers hereunder and thereunder as are specifically delegated to or required of the Agent such Agents by the terms hereof and thereof, together with such powers as may be reasonably incidental thereto. Each Lender hereby indemnifies (which indemnity shall survive any termination of this Agreement) the Agent, Administrative Agent and the Collateral Agent pro rata according to such Lender’s Percentage's percentage of all of the outstanding Obligations owing to all Lenders, WHETHER OR NOT RELATED TO ANY SINGULAR, JOINT OR CONCURRENT NEGLIGENCE OF THE ADMINISTRATIVE AGENT OR THE COLLATERAL AGENT, from and against any and all liabilities, obligations, losses, damages, claims, costs or expenses of any kind or nature whatsoever which may at any time be imposed on, incurred by, or asserted against, the Administrative Agent or the Collateral Agent in any way relating to or arising out of this Agreement, the Notes and any other Loan Document, including reasonable attorneys’ ' fees, and as to which the Administrative Agent or the Collateral Agent, as the case may be, is not reimbursed by the Borrower; provided, however, that no Lender shall be liable for the payment of any portion of such liabilities, obligations, losses, damages, claims, costs or expenses which are determined by a court of competent jurisdiction in a final proceeding to have resulted solely from the Collateral Agent’s 's or the Collateral Agent's gross negligence or willful misconduct. The Neither the Administrative Agent nor the Collateral Agent shall not be required to take any action hereunder, under the Notes or under any other Loan Document, or to prosecute or defend any suit in with respect of to this Agreement, the Notes or any other Loan Document, unless it is indemnified hereunder to its satisfaction. If any indemnity in favor of the Administrative Agent or the Collateral Agent shall be or becomebecome inadequate, in the Administrative Agent’s 's or the Collateral Agent's determination, inadequateas the case may be, the Administrative Agent or the Collateral Agent may call for additional indemnification from the Lenders and cease to do the acts indemnified against hereunder until such additional indemnity is given. Notwithstanding any provision to the contrary contained elsewhere in this Agreement or in any other Loan Document, neither the Administrative Agent nor the Collateral Agent shall have any duties or responsibilities, except as expressly set forth herein, nor shall the Administrative Agent or the Collateral Agent have or be deemed to have any fiduciary relationship with any Lender or Hedging Counterparty, as applicable, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or any other Loan Document or otherwise exist against the Administrative Agent or the Collateral Agent. Without limitation of the foregoing, each of Borrower and Lenders acknowledges and agrees that the Collateral Agent has no duty or obligation to them that in any way restricts the Collateral Agent from exercising its rights and remedies, and carrying out any duties that it may have, in its various capacities as Hedging Counterparty, AREP Agent, or AREP Lender.

Actions. Each Lender hereby appoints National City First Union as its Administrative Agent under and for purposes of this Agreement, the Notes and each other Loan Document. Each Lender authorizes the Administrative Agent to act on behalf of such Lender under this Agreement, the Notes and each other Loan Document and, in the absence of other written instructions from the Required Lenders received from time to time by the Administrative Agent (with respect to which the Administrative Agent agrees that it will comply, except as otherwise provided in this Section or as otherwise advised by counselcounsel in order to avoid contravention of applicable law), to exercise such powers hereunder and thereunder as are specifically delegated to or required of the Administrative Agent by the terms hereof and thereof, together with such powers as may be reasonably incidental thereto. Each Lender hereby indemnifies (which indemnity shall survive any termination of this Agreement) the Administrative Agent, the Syndication Agent and each Arranger, pro rata according to such Lender’s Percentage's proportionate Total Exposure Amount (which, for any period after the Stated Maturity Date for the Term Loans, shall mean the Total Exposure Amount on the Stated Maturity Date for the Term Loans), from and against any and all liabilities, obligations, losses, damages, claims, costs or expenses of any kind or nature whatsoever which may at any time be imposed on, incurred by, or asserted against, the Administrative Agent, the Syndication Agent or any Arranger, as the case may be, or in any way relating to or arising out of this Agreement, the Notes and any other Loan Document, Document (including reasonable attorneys’ ' fees), and as to which the Administrative Agent, the Syndication Agent or such Arranger, as the case may be, is not reimbursed by the Borrower; provided, however, that no Lender shall be liable for the payment of any portion of such liabilities, obligations, losses, damages, claims, costs or expenses which (a) in the case of liabilities, obligations, losses, damages, claims, costs or expenses claimed by the Administrative Agent, are determined by a court of competent jurisdiction in a final proceeding to have resulted from the Administrative Agent's gross negligence or wilful misconduct, (b) in the case of liabilities, obligations, losses, damages, claims, costs or expenses claimed by the Syndication Agent, are determined by a court of competent jurisdiction in a final proceeding to have resulted from the Syndication Agent's gross negligence or wilful misconduct, and (c) in the case of liabilities, obligations, losses, damages, claims, costs or expenses claimed by any Arranger, are determined by a court of competent jurisdiction in a final proceeding to have resulted solely from the Agent’s such Arranger's gross negligence or willful wilful misconduct. The Administrative Agent shall not be required to take any action hereunder, under the Notes or under any other Loan Document, or to prosecute or defend any suit in respect of this Agreement, the Notes or any other Loan Document, unless it is indemnified hereunder to its satisfaction. If any indemnity in favor of the Administrative Agent shall be or become, in the Administrative Agent’s 's determination, inadequate, the Administrative Agent may call for additional indemnification from the Lenders and cease to do the acts indemnified against hereunder until such additional indemnity is given.

Actions. Each Lender hereby appoints National City Scotiabank as its Agent under and for purposes of this Agreement, the Notes and each other Loan Document. Each Lender authorizes the Agent to act on behalf of such Lender under this Agreement, the Notes and each other Loan Document and, in the absence of other written instructions from the Required Lenders received from time to time by the Agent (with respect to which the Agent agrees that it will comply, except as otherwise provided in this Section or as otherwise advised by counsel), to exercise such powers hereunder and thereunder as are specifically delegated to or required of the Agent by the terms hereof and thereof, together with such powers as may be reasonably incidental thereto. Each Lender hereby indemnifies (which indemnity shall survive any termination of this Agreement) the Agent, pro rata according to such Lender’s 's Percentage, from and against any and all liabilities, obligations, losses, damages, claims, costs or expenses of any kind or nature whatsoever which may at any time be imposed on, incurred by, or asserted against, the Agent in any way relating to or arising out of this Agreement, the Notes and any other Loan Document, including reasonable attorneys’ ' fees, and as to which the Agent is not reimbursed by the Guarantor or the Borrower; provided, however, that no Lender shall be liable for the payment of any portion of such liabilities, obligations, losses, damages, claims, costs or expenses which are determined by a court of competent jurisdiction in a final proceeding to have resulted solely from the Agent’s 's gross negligence or willful wilful misconduct. The Agent shall not be required to take any action hereunder, under the Notes or under any other Loan Document, or to prosecute or defend any suit in respect of this Agreement, the Notes or any other Loan Document, unless it is indemnified hereunder to its satisfaction. If any indemnity in favor of the Agent shall be or become, in the Agent’s 's determination, inadequate, the Agent may call for additional indemnification from the Lenders and cease to do the acts indemnified against hereunder until such additional indemnity is given.

Actions. Each Lender hereby appoints National City Wachovia as its Agent under and for purposes of this Agreement, the Notes and each other Loan Transaction Document. Each Lender authorizes the Agent to act on behalf of such Lender under this Agreement, the Notes and each other Loan Transaction Document and, in the absence of other written instructions from the Required Lenders received from time to time by the Agent (with respect to which the Agent agrees that it will comply, except as otherwise provided in this Section or as otherwise advised by counsel), to exercise such powers hereunder and thereunder as are specifically delegated to or required of the Agent by the terms hereof and thereof, together with such powers as may be reasonably incidental thereto. Without limiting the foregoing, each Liquidity Lender acknowledges and agrees to the terms of Section 3 of the Security Agreement. Each Liquidity Lender hereby indemnifies (which indemnity shall survive any termination of this Agreement) the Agent, pro rata according to such Liquidity Lender’s 's Percentage, from and against any and all liabilities, obligations, losses, damages, claims, costs or expenses of any kind or nature whatsoever which may at any time be imposed on, incurred by, or asserted against, the Agent in any way relating to or arising out of this Agreement, the Notes and any other Loan Transaction Document, including reasonable attorneys’ ' fees, and as to which the Agent Agent, is not reimbursed by the Borrower; provided, however, that no Liquidity Lender shall be liable for the payment of any portion of such liabilities, obligations, losses, damages, claims, costs or expenses which are determined by a court of competent jurisdiction in a final proceeding to have resulted solely from the Agent’s 's gross negligence or willful misconduct. The Agent shall not be required to take any action hereunder, under the Notes or under any other Loan Document, Transaction Document or to prosecute or defend any suit in respect of this Agreement, the Notes or any other Loan Transaction Document, unless it is indemnified hereunder to its satisfaction. If any indemnity in favor of the Agent shall be or become, in the Agent’s 's determination, inadequate, the Agent may call for additional indemnification from the Liquidity Lenders and cease to do the acts indemnified against hereunder until such additional indemnity is given.

Actions. Each Lender hereby appoints National City Bank of America as its Agent agent under and for purposes of this Agreement, the Term Notes and each other Loan Document. Each Lender authorizes the Administrative Agent to act on behalf of such Lender under this Agreement, the Term Notes and each other Loan Document and, in the absence of other written instructions from the Required Lenders received from time to time by the Administrative Agent (with respect to which the Administrative Agent agrees that it will comply, except as otherwise provided in this Section or as otherwise advised by counsel), to exercise such powers hereunder and thereunder as are specifically delegated to or required of the Administrative Agent by the terms hereof and thereof, together with such powers as may be reasonably incidental thereto. Each Lender hereby indemnifies (which indemnity shall survive any termination of this Agreement) the Administrative Agent, pro rata PRO RATA according to such Lender’s 's Percentage, from and against any and all liabilities, obligations, losses, damages, claims, costs or expenses of any kind or nature whatsoever which may at any time be imposed on, incurred by, or asserted against, the Administrative Agent in any way relating to or arising out of this Agreement, the Term Notes and any other Loan Document, including reasonable attorneys’ fees' fees (to the extent that the Borrower is required to reimburse the Administrative Agent therefor, but does not do so), and as to which the Administrative Agent is not reimbursed by the Borrower; provided, however, PROVIDED that no Lender shall be liable for the payment of any portion of such liabilities, obligations, losses, damages, claims, costs or expenses which are determined by a court of competent jurisdiction in a final proceeding to have resulted solely from the Administrative Agent’s 's gross negligence or willful misconduct. The Administrative Agent shall not be required to take any action hereunder, under the Term Notes or under any other Loan Document, or to prosecute or defend any suit in respect of this Agreement, the Term Notes or any other Loan Document, unless it is expressly required to do so under this Agreement or is indemnified hereunder to its satisfaction. If any indemnity in favor of the Administrative Agent shall be or become, in the Administrative Agent’s 's determination, inadequate, the Administrative Agent may call for additional indemnification from the Lenders and cease to do the acts indemnified against hereunder until such additional indemnity is given.

Actions. Each Lender hereby appoints National City Chase as its Administrative Agent under and for purposes of this Agreement, the Notes and each other Loan Document. Each Lender authorizes the Administrative Agent to act on behalf of such Lender under this Agreement, the Notes and each other Loan Document and, in the absence of other written instructions from the Required Lenders received from time to time by the Administrative Agent (with respect to which the Administrative Agent agrees that it will comply, except as otherwise provided in this Section or as otherwise advised by counsel), to exercise such powers hereunder and thereunder as are specifically delegated to or required of the Administrative Agent by the terms hereof and thereof, together with such powers as may be reasonably incidental thereto. Each Lender hereby indemnifies (which indemnity shall survive any termination of this Agreement) the Administrative Agent, pro rata according to such Lender’s 's Percentage, from and against any and all liabilities, obligations, losses, damages, claims, costs or expenses of any kind or nature whatsoever which may at any time be imposed on, incurred by, or asserted against, the Administrative Agent in any way relating to or arising out of this Agreement, the Notes and any other Loan Document, including reasonable attorneys’ ' fees, and as to which the Administrative Agent is not reimbursed by the BorrowerCompany; provided, however, that no Lender shall be liable for the payment of any portion of such liabilities, obligations, losses, damages, claims, costs or expenses which are determined by a court of competent jurisdiction in a final proceeding to have resulted solely from the Administrative Agent’s 's gross negligence or willful wilful misconduct. The Administrative Agent shall not be required to take any action hereunder, under the Notes or under any other Loan Document, or to prosecute or defend any suit in respect of this Agreement, the Notes or any other Loan Document, unless it is indemnified hereunder to its satisfaction. If any indemnity in favor of the Administrative Agent shall be or become, in the Administrative Agent’s 's determination, inadequate, the Administrative Agent may call for additional indemnification from the Lenders and cease to do the acts indemnified against hereunder until such additional indemnity is given.

Actions. Each Lender hereby appoints National City CSFB as its Administrative Agent under and for purposes of this Agreement, the Notes and each other Loan Document. Each Lender authorizes the Administrative Agent to act on behalf of such Lender under this Agreement, the Notes and each other Loan Document and, in the absence of other written instructions from the Required Lenders received from time to time by the Administrative Agent (with respect to which the Administrative Agent agrees that it will comply, except as otherwise provided in this Section or as otherwise advised by counselcounsel in order to avoid contravention of applicable law), to exercise such powers hereunder and thereunder as are specifically delegated to or required of the Administrative Agent by the terms hereof and thereof, together with such powers as may be reasonably incidental thereto. Each Lender hereby indemnifies (which indemnity shall survive any termination of this Agreement) the Administrative Agent, pro rata PRO RATA according to such Lender’s Percentage's proportionate Total Exposure Amount, from and against any and all liabilities, obligations, losses, damages, claims, costs or expenses of any kind or nature whatsoever which may at any time be imposed on, incurred by, or asserted against, the Administrative Agent in any way relating to or arising out of this Agreement, the Notes and any other Loan Document, (including reasonable attorneys’ ' fees), and as to which the Administrative Agent is not reimbursed by the a Borrower; provided, however, PROVIDED that no Lender shall be liable for the payment of any portion of such liabilities, obligations, losses, damages, claims, costs or expenses which are determined by a court of competent jurisdiction in a final proceeding to have resulted solely from the Administrative Agent’s 's -76- gross negligence or willful wilful misconduct. The Administrative Agent shall not be required to take any action hereunder, under the Notes or under any other Loan Document, or to prosecute or defend any suit in respect of this Agreement, the Notes or any other Loan Document, unless it is indemnified hereunder to its satisfaction. If any indemnity in favor of the Administrative Agent shall be or become, in the Administrative Agent’s 's determination, inadequate, the Administrative Agent may call for additional indemnification from the Lenders and cease to do the acts indemnified against hereunder until such additional indemnity is given.

Actions. Each Lender hereby appoints National City Scotiabank as its Administrative Agent under and for purposes of this Agreement, the Notes and each other Loan Document. Each Lender authorizes the Administrative Agent to act on behalf of such Lender under this Agreement, the Notes and each other Loan Document and, in the absence of other written instructions from the Required Lenders received from time to time by the Administrative Agent (with respect to which the Administrative Agent agrees that it will comply, except as otherwise provided in this Section or as otherwise advised by counsel), to exercise such powers hereunder and thereunder as are specifically delegated to or required of the Administrative Agent by the terms hereof and thereof, together with such powers as may be reasonably incidental thereto. Each Lender hereby indemnifies (which indemnity shall survive any termination of this Agreement) the Administrative Agent, pro rata according to such Lender’s 's Percentage, from and against any and all liabilities, obligations, losses, damages, claims, costs or expenses of any kind or nature whatsoever which may at any time be imposed on, incurred by, or asserted against, the Administrative Agent in any way relating to or arising out of this Agreement, the Notes and any other Loan Document, including reasonable attorneys’ ' fees, -107- 115 and as to which the Administrative Agent is not reimbursed by the Borrower; provided, however, that no Lender shall be liable for the payment of any portion of such liabilities, obligations, losses, damages, claims, costs or expenses which are determined by a court of competent jurisdiction in a final proceeding to have resulted solely from the Administrative Agent’s 's gross negligence or willful wilful misconduct. The Administrative Agent shall not be required to take any action hereunder, under the Notes or under any other Loan Document, or to prosecute or defend any suit in respect of this Agreement, the Notes or any other Loan Document, unless it is indemnified hereunder to its satisfaction. If any indemnity in favor of the Administrative Agent shall be or become, in the Administrative Agent’s 's determination, inadequate, the Administrative Agent may call for additional indemnification from the Lenders and cease to do the acts indemnified against hereunder until such additional indemnity is given.

Actions. Each Lender and the FEC Counterparty hereby appoints National City Nordea, as its Agent agent under and for purposes of this Agreement, the Notes and each other Loan DocumentDocument (other than, in the case of the FEC Counterparty, the FEC Interest Equalization Documents). Each Lender and the FEC Counterparty authorizes the Administrative Agent to act on behalf of such Lender and the FEC Counterparty under this Agreement, the Notes and each other Loan Document (other than, in the case of the FEC Counterparty, the FEC Interest Equalization Documents) and, in the absence of other written instructions from the Required Lenders or the FEC Counterparty, as applicable, received from time to time by the Administrative Agent (with respect to which the Administrative Agent agrees that it will comply, except as otherwise provided in this Section or as otherwise advised by counsel), to exercise such powers hereunder and thereunder as are specifically delegated to or required of the Administrative Agent by the terms hereof and thereof, together with such powers as may be reasonably incidental thereto. Each Lender hereby indemnifies (which indemnity shall survive any termination of this Agreement) the Administrative Agent, pro rata according to such Lender’s Percentage, from and against any and all liabilitiesclaims, obligationsdamages, losses, damagesliabilities and expenses (including, claimswithout limitation, costs or expenses reasonable fees and disbursements of any kind or nature whatsoever which may at any time counsel) that be imposed on, incurred by, by or asserted or awarded against, the Administrative Agent in any way relating to or arising out of this Agreement, the Notes and any other Loan Document, including reasonable attorneys’ fees, and as to which the Agent is not reimbursed Document or any action taken or omitted by the BorrowerAdministrative Agent under this Agreement, the Notes or any other Loan Document; provided, however, provided that no Lender shall be liable for the payment of any portion of such liabilitiesclaims, obligationsdamages, losses, damages, claims, costs or liabilities and expenses which are determined by a court of competent jurisdiction in a final proceeding to have resulted solely from the Administrative Agent’s gross negligence or willful misconduct. Without limitation of the foregoing, each Lender agrees to reimburse the Administrative Agent promptly upon demand for its ratable share of any out-of-pocket expenses (including reasonable counsel fees) incurred by the Administrative Agent in NYDOCS03/851836.9B 47 connection with the preparation, execution, delivery, administration, modification, amendment or enforcement (whether through negotiations, legal proceedings or otherwise) of, or legal advice in respect of rights or responsibilities under, this Agreement, to the extent that the Administrative Agent is not reimbursed for such expenses by the Borrower. In the case of any investigation, litigation or proceeding giving rise to any such indemnified costs, this Section applies whether any such investigation, litigation or proceeding is brought by the Administrative Agent, any Lender or a third party. The Administrative Agent shall not be required to take any action hereunder, under the Notes or under any other Loan Document, or to prosecute or defend any suit in respect of this Agreement, the Notes or any other Loan Document, unless it is expressly required to do so under this Agreement or is indemnified hereunder to its satisfaction. If any indemnity in favor of the Administrative Agent shall be or become, in the Administrative Agent’s reasonable determination, inadequate, the Administrative Agent may call for additional indemnification from the Lenders and cease to do the acts indemnified against hereunder until such additional indemnity is given.

Actions. Each Lender hereby appoints National City Scotiabank as its Administrative Agent and authorizes the Administrative Agent, subject to the Borrower's consent, to appoint from time to time on behalf of all Lenders one or more Co-Agents under and for purposes of this Agreement, the Notes and each other Loan Document. Each Lender authorizes the Administrative Agent to act on behalf of such Lender under this Agreement, the Notes and each other Loan Document and, in the absence of other written instructions from the Required Lenders received from time to time by the Administrative Agent (with respect to which the Administrative Agent agrees that it will comply, except as otherwise provided in this Section or as otherwise advised by counsel), to exercise such powers hereunder and thereunder as are specifically delegated to or required of the Administrative Agent by the terms hereof and thereof, together with such powers as may be reasonably incidental thereto. Each Lender hereby indemnifies (which indemnity shall survive any termination of this Agreement) the Administrative Agent and the Syndication Agent, pro rata according to ratably in accordance with their respective Term Loans outstanding and Commitments (or, if no Term Loans or Commitments are at the time outstanding and in effect, then ratably in accordance with the principal amount of Term Loans held by such Lender’s Percentage, and their respective Commitments as in effect in each case on the date of the termination of this Agreement), from and against any and 95 103 all liabilities, obligations, losses, damages, claims, costs or expenses of any kind or nature whatsoever which may at any time be imposed on, incurred by, or asserted against, the Administrative Agent or the Syndication Agent in any way relating to or arising out of this Agreement, the Notes and any other Loan Document, including reasonable attorneys’ ' fees, and as to which the Administrative Agent is or the Syndication Agent are not reimbursed by the BorrowerBorrower or any other Obligor (and without limiting the obligation of the Borrower or any other Obligor to do so); provided, however, that no Lender shall be liable for the payment of any portion of such liabilities, obligations, losses, damages, claims, costs or expenses which are determined by a court of competent jurisdiction in a final proceeding to have resulted solely from the Administrative Agent’s 's or Syndication Agent's gross negligence or willful misconduct. The Administrative Agent and Syndication Agent shall not be required to take any action hereunder, under the Notes or under any other Loan Document, or to prosecute or defend any suit in respect of this Agreement, the Notes or any other Loan Document, unless it is indemnified hereunder to its satisfaction. If any indemnity in favor of the Administrative Agent or the Syndication Agent shall be or become, in the Administrative Agent’s 's determination, inadequate, the Administrative Agent and Syndication Agent may call for additional indemnification from the Lenders and cease to do the acts indemnified against hereunder until such additional indemnity is given. The Syndication Agent shall not have any duties hereunder. The Syndication Agent shall not have any liability to any Person arising out of its acting as, or being designated as, Syndication Agent.

Actions. Each Lender hereby appoints National City Credit Suisse First Boston as its Administrative Agent and NationsBanc as its Documentation Agent under and for purposes of this Agreement, the Notes and each other Loan Document. Each Lender authorizes the Administrative Agent to act on behalf of such Lender under this Agreement, the Notes and each other Loan Document and, in the absence of other written instructions from the Required Lenders received from time to time by the Administrative Agent (with respect to which the Administrative Agent agrees that it will comply, except as otherwise provided in this Section or as otherwise advised by counselcounsel in order to avoid contravention of applicable law), to exercise such powers hereunder and thereunder as are specifically delegated to or required of the Administrative Agent by the terms hereof and thereof, together with such powers as may be reasonably incidental thereto. Each Lender hereby indemnifies (which indemnity shall survive any termination of this Agreement) the Agent, each Agent pro rata according to such Lender’s 's Percentage, from and against any and all liabilities, obligations, losses, damages, claims, costs or expenses of any kind or nature whatsoever which may at any time be imposed on, incurred by, or asserted against, the such Agent in any way relating to or arising out of this Agreement, the Notes and any other Loan Document, including reasonable attorneys’ ' fees, and as to which the such Agent is not reimbursed by the Borrower; provided, however, that no Lender shall be liable for the payment of any portion of such liabilities, obligations, losses, damages, claims, costs or expenses which are determined by a court of competent jurisdiction in a final proceeding to have resulted solely from the such Agent’s 's gross negligence or willful wilful misconduct. The No Agent shall not be required to take any action hereunder, under the Notes or under any other Loan Document, or to prosecute or defend any suit in respect of this Agreement, the Notes or any other Loan Document, unless it such Agent is indemnified hereunder to its satisfaction. If any indemnity in favor of the either Agent shall be or become, in the such Agent’s 's determination, inadequate, the such Agent may call for additional indemnification from the Lenders and cease to do the acts indemnified against hereunder until such additional indemnity is given.