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. (a) Each Lender and each Issuing Lender hereby appoints National City CNAI as its Administrative Agent under and for purposes of this Agreement, the Notes and each other Loan Document. Each Lender and each Issuing Lender authorizes the Administrative Agent to act on its 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. 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 Issuing Lender or 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. Without limiting the generality of the foregoing sentence, the use of the term "agent" in this Agreement with reference to the Administrative Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable law. Instead, such term is used merely as a matter of market custom, and is intended to create or reflect only an administrative relationship between independent contracting parties. (b) Each Lender hereby indemnifies agrees to indemnify (which indemnity shall survive any termination of this Agreement) the Agent, -Related Persons 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 Agent-Related Persons 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 Agent’s -Related Person's gross negligence or willful misconduct. The Agent No Agent-Related Persons 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 Agent’s its determination, inadequate, the Agent Agent-Related Person 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 (a) Until the payment in full of the Credit Agreement Obligations and for purposes (i) prior to the Collateral Trustee's receipt of this Agreementa Notice of Actionable Default or (ii) after the withdrawal of all pending Notices of Actionable Default in accordance with the terms of Section 3.1(b) and prior to the Collateral Trustee's receipt of any additional Notice of Actionable Default, the Notes and each Collateral Trustee (A) shall take any action (other Loan Document. Each Lender authorizes than the Agent to act on behalf release of such Lender under this Agreement, any portion of 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 (Collateral) with respect to which the Agent agrees that it will complyCollateral and the Collateral Documents requested in writing by the Lender and (B) shall, except as otherwise provided in this pursuant to Section or as otherwise advised by counsel)7.4, to exercise such powers hereunder and thereunder as are specifically delegated to or required release any portion of the Agent by Collateral from the terms hereof Liens created under the Collateral Documents 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 take requested actions 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 Borrowerconnection therewith; provided, however, that no Lender the Collateral Trustee shall not be liable for obligated to take any such action which is in conflict with the provisions of law or the Collateral Documents, is prohibited by order of any court or Governmental Authority or with respect to which the Collateral Trustee has not received adequate security or indemnity as provided in Section 6.4(d). (b) From and after the payment in full of the Credit Agreement Obligations until the payment in full of the Indenture Obligations and (i) prior to the Collateral Trustee's receipt of a Notice of Actionable Default or (ii) after the withdrawal of all pending Notices of Actionable Default in accordance with the terms of Section 3.1(b) and prior to the Collateral Trustee's receipt of any additional Notice of Actionable Default, the Collateral Trustee (A) shall take any action (other than the release of any portion of such liabilitiesthe Collateral) with respect to the Collateral and the Collateral Documents requested in writing by the Indenture Trustee and (B) shall, obligationsat the request of the Indenture Trustee or pursuant to Section 7.4, losses, damages, claims, costs or expenses which are determined by a court release any portion of competent jurisdiction in a final proceeding to have resulted solely the Collateral from the Agent’s gross negligence or willful misconduct. The Agent Liens created under the Collateral Documents and take requested actions in connection therewith; provided, however, that the Collateral Trustee shall not be required obligated to take any such action hereunderwhich is in conflict with the provisions of law or the Collateral Documents, under is prohibited by order of any court or Governmental Authority or with respect to which the Notes Collateral Trustee has not received adequate security or under any other Loan Document, or to prosecute or defend any suit indemnity as provided 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 givenSection 6.4(d).

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 as its Agent under (a) On the terms and for purposes subject to the conditions of this Agreement, each party (including, to the Notes extent applicable, Polaris in its capacity as the external manager of Sirius pursuant to the Sirius Management Agreement) will use its reasonable best efforts to take, or cause to be taken, in good faith, all actions, and to do, or cause to be done, all things necessary, proper or desirable under applicable Laws, so as to permit consummation of the Mergers as promptly as practicable in accordance with this Agreement and otherwise to enable consummation of the Transactions, and each will cooperate fully with, and furnish information to, the Other Parties to those ends. (b) The parties and their respective Subsidiaries will cooperate and use their respective reasonable best efforts to prepare as promptly as practicable all documentation, to effect all filings and to obtain all permits, consents, approvals and authorizations of all third parties and Governmental Authorities necessary to consummate the Mergers (including Requisite Regulatory Approvals) and the other Loan DocumentTransactions and will make all necessary filings in respect of the Requisite Regulatory Approvals as soon as practicable. Each Lender authorizes of the Agent parties will have the right to review in advance, and to the extent practicable each will consult with the Other Parties, in each case subject to applicable Laws relating to the exchange of information, with respect to all written information submitted to any third party or any Governmental Authority in connection with the Requisite Regulatory Approvals. In addition, each party shall, and shall cause its Subsidiaries, to use their respective reasonable best efforts to obtain any consents, approvals or waivers under any material Contract pursuant to which the Transactions could give rise to a default or acceleration (following the provision of any notice, passage of time or both) thereunder and to take any further actions reasonably requested by an Other Party to avoid any such default or acceleration. In exercising the foregoing rights, each of the parties will act reasonably and as promptly as practicable. Each party will consult with the Other Parties with respect to obtaining all material permits, consents, approvals and authorizations of all third parties and Governmental Authorities necessary or advisable to consummate the Transactions and each party will keep the Other Parties apprised of the status of material matters relating to completion of the Transactions. At the written request of any party not less than sixty (60) days prior to the anticipated Closing Date, the parties shall take the actions specified on Section 6.06(b) of the Constellation Disclosure Letter. (c) Each party will, upon request, furnish the Other Parties with all information concerning itself, its Subsidiaries, directors, officers and stockholders and such other matters as may be reasonably necessary or advisable in connection with any filing, notice or application made by or on behalf of such Lender under this AgreementOther Party or any of their respective Subsidiaries with or to any third party or Governmental Authority in connection with the Transactions. (d) Without limiting the foregoing, each party shall: (1) make an appropriate filing of a Notification and Report Form pursuant to 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 (HSR Act with respect to which the Agent agrees Transactions as promptly as practicable following the date hereof and to supply as promptly as practicable any additional information and documentary material that it will complymay be requested by a Governmental Authority pursuant to the HSR Act and to take any and all other actions reasonably necessary to cause the expiration or termination of the applicable waiting periods under the HSR Act as soon as practicable; and (2) make an appropriate filing with Financial Industry Regulatory Authority (“FINRA”), except if required by the rules and regulations of FINRA, with respect to the Transactions as otherwise provided promptly as practicable following the date hereof and to supply as promptly as practicable any additional information and documentary material that may be requested by FINRA pursuant to NASD Rule 1017 and all other applicable rules and to take any and all other actions reasonably necessary to obtain the necessary approvals of FINRA; and (3) make appropriate filings with respect to any other Requisite Regulatory Approvals, in each case, as promptly as practicable after the date hereof and to take any and all other actions reasonably necessary to obtain the necessary approvals of the applicable Governmental Authorities. (e) In furtherance and not in limitation of the covenants of the parties contained in this Section 6.06, if any administrative or as otherwise advised judicial action or proceeding, including any proceeding by counsela private person, is instituted (or threatened to be instituted) challenging the Transactions (“Transaction Litigation”), to exercise such powers hereunder party against whom the action or proceeding has been brought (or that has Knowledge such action or proceeding has been threatened), shall promptly notify the Other Parties thereof. The parties shall reasonably cooperate and thereunder as are specifically delegated to or required consult each other in good faith on any material decisions in the defense of any Transaction Litigation and none of the Agent by the terms hereof and thereofparties shall settle, together with compromise, come to an arrangement regarding or agree to settle, compromise or come to an arrangement regarding any such powers as may be reasonably incidental thereto. Each Lender hereby indemnifies (which indemnity shall survive any termination of this Agreement) the AgentTransaction Litigation, 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 without each of the Agent shall Other Party’s prior written consent (such consent not to be unreasonably withheld, conditioned 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 givendelayed).

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.

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 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 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 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 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 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 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 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 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 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 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 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 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 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 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 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 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 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 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 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 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 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 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 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 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 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. (a) Each Lender hereby appoints National City CNAI 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. 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. Without limiting the generality of the foregoing sentence, the use of the term "agent" in this Agreement with reference to the Administrative Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable law. Instead, such term is used merely as a matter of market custom, and is intended to create or reflect only an administrative relationship between independent contracting parties. (b) Each Lender hereby indemnifies agrees to indemnify (which indemnity shall survive any termination of this Agreement) the Agent, -Related Persons 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 Agent-Related Persons 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 Agent’s -Related Person's gross negligence or willful misconduct. The Agent No Agent-Related Persons 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 Agent’s its determination, inadequate, the Agent Agent-Related Person 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. (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. (b) Each Guarantor acknowledges that it has, independently and without reliance upon the Agent, and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Agreement and the transactions contemplated hereby. Each Guarantor also acknowledges that it will, independently and without reliance upon the Agent, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking any action under this Agreement.

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 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 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 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. 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 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 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 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 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 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 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 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 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 Mxxxxx Sxxxxxx as its Agent 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’ feesfees and expenses), and as to which the Administrative 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 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 reasonable 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 as its Agent under and for purposes the holder of this Agreement, the Notes and each other Loan Document. Each Lender authorizes Note authorize the Agent to act on behalf of such Lender or holder under this Agreement, the Notes Agreement and each any 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 will, subject to the last two sentences of this Section 8.1, 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 agrees (which indemnity agreement shall survive any termination of this Agreement) to indemnify the Agent, 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, against the Agent in any way relating to or arising out of this Agreement, the Notes and Notes, or any other Loan Document, including reasonable the reimbursement of the Agent for all out-of-pocket expenses (including attorneys’ ' fees) incurred by the Agent hereunder or in connection herewith or in enforcing the Obligations of the Borrower under this Agreement or any other Loan Document, and in all cases as to which the 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, claimspenalties, 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 hereunderactions, 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.judgments,

Actions. Each Lender and each 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.

Actions. Each Lender hereby appoints National City TD as its Agent under and for purposes of this Agreement, the PIK Notes and each other Loan Document. Each Lender authorizes the Agent to act on behalf of such Lender under this Agreement, the PIK 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, 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 PIK 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 PIK Notes or under any other Loan Document, or to prosecute or defend any suit in respect of this Agreement, the PIK 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 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 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.

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 Agreement and each any 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 will, subject to the last two sentences of this Section 8.1, comply, except as otherwise provided in this Section or as otherwise reasonably 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 (including, without limitation, ING in its capacity as a Lender) agrees (which indemnity agreement shall survive any termination of this Agreement) to indemnify the Agent, severally but not jointly, pro rata according to such Lender’s Percentage, aggregate percentage of the Commitments 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 and Notes, or any other Loan Document, including reasonable the reimbursement of the Agent for all out-of-pocket expenses (including attorneys’ fees) incurred by the Agent hereunder or in connection herewith or in enforcing the Obligations of the Borrower under this Agreement or any other Loan Document, and in all cases as to which the 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, 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 primarily from the Agent’s gross negligence or willful misconduct. The Notwithstanding any other provision of this Agreement to the contrary, 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 Lenders against loss, costs, liability and expense. If any indemnity in favor of the 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 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 amendment and restatement of, or termination of, this Agreement) the Administrative Agent, 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, and their respective Commitments as in effect in each case on the date of the 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, reasonable costs or reasonable 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 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 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 (i) hereby appoints National City Scotiabank as its Administrative Agent and Scotiabank and Citibank as the Managing Agents under and for purposes of this Agreement, the Notes and each other Trade Document and (ii) hereby appoints Scotiabank as administrative agent and each Managing Agent as Debt Coordinator for purposes of the Loan DocumentDocuments. Each Lender authorizes the each Agent to act on behalf of such Lender under this Agreement, the Notes and Notes, each other Trade Document and the Loan Document Documents and, in the absence of other written instructions from the Majority Lenders or, if applicable, 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 Section, or (if applicable), the Loan Documents 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 other Trade Documents and the Loan Documents) the Agenteach Agent and each Fronting Bank, 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 Notes, any other Trade Document and any other Loan DocumentDocuments, 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 Notes, under any other Trade Document or under any other Loan DocumentDocuments, or to prosecute or defend any suit in respect of this Agreement, the Notes or Notes, any other Trade Document or under any Loan DocumentDocuments, 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 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, 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); 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 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 TD 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 proportionate Total Exposure Amount (which, for any period after the Stated Maturity Date, shall mean the Total Exposure Amount on the Stated Maturity Date), 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, 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 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 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 MS 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 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 AgentAgents, 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 Agent Agents 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 such Agent is not reimbursed by the BorrowerRoyalty Sub; 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 's gross negligence or willful misconduct. The Agent No 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 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 Scotiabank as its ------- Administrative Agent, NationsBank as its Syndication Agent, Credit Lyonnais as its Documentation Agent and each of Scotiabank, NationsBank and Credit Lyonnais as an Arranging Agent, in each case under and for purposes of this Agreement, the Notes Agreement and each other Loan Document. Each Lender authorizes the each 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 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 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 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 '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 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 Fleet as its Administrative Agent under and for purposes of this Agreement, the Notes and each other Loan Document. Each Lender authorizes the each Managing 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 Managing Agents (with respect to which the each Managing 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 Managing 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 Managing 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 such Managing 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 Managing 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 Managing Agent’s 's gross negligence or willful wilful misconduct. The Neither Managing 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 either Managing Agent shall be or become, in the such Managing Agent’s 's determination, inadequate, the such Managing 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 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 as its Agent under and for purposes Unless a specific provision of this AgreementAgreement provides that the Agent shall act only upon written directions or instructions from a specific percentage thereof, the Notes and Agent shall be deemed to be authorized on behalf of each other Loan Document. Each Lender authorizes the Agent Holder to act on behalf of such Lender Holder under this Agreement, the Notes Agreement and each any other Loan Document and, in the absence of other written instructions from both the Required Lenders Class A Majority Holders and the Class B Majority Holders received from time to time by the Agent (with respect to which the Agent agrees that it will will, subject to the last two sentences of this section 9.1, 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 The Agent shall have no duty to ascertain or inquire as to the performance or observance of any of the terms of this Agreement or any other Loan Document by the Borrower. By accepting their Debentures, each Holder shall be deemed to have agreed to indemnify the Agent (which indemnity agreement shall survive any termination of this Agreement) the Agent, pro rata according to such Lender’s PercentageHolder'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 and Debentures or any other Loan Document, including reasonable the reimbursement of the Agent for all out-of-pocket expenses (including attorneys’ ' fees) incurred by the Agent hereunder or in connection herewith or in enforcing the Obligations of the Borrower under this Agreement or any other Loan Document, and in all cases as to which the Agent is not reimbursed by the Borrower; provided, however, provided that no Lender Holder 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 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 Document, or to prosecute or defend any suit in respect of this Agreement, the Notes Agreement or any other Loan Document, unless it the Agent is indemnified hereunder to its satisfactionreasonable satisfaction by the Holders against loss, costs, liability and expense. If any indemnity in favor of the 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. In the event that the Agent following the occurrence of an event of default hereunder receives instructions from either the Class A Majority Holders or the Class B Majority Holders, as the case may be, to take any action to foreclose on or otherwise realize on the Collateral, the other Majority Holders shall not give any contrary instruction to the Agent and, if any such instruction is given, it shall have no force and effect.

Actions. (a) Each Lender and each Issuing Lender hereby appoints National City JPMCB as its Administrative Agent under and for purposes of this Agreement, the Notes and each other Loan Document. Each Lender and each Issuing Lender authorizes the Administrative Agent to act on its 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. 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 Issuing Lender or 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. Without limiting the generality of the foregoing sentence, the use of the term "agent" in this Agreement with reference to the Administrative Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable law. Instead, such term is used merely as a matter of market custom, and is intended to create or reflect only an administrative relationship between independent contracting parties. (b) Each Lender hereby indemnifies agrees to indemnify (which indemnity shall survive any termination of this Agreement) the Agent, -Related Persons 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 Agent-Related Persons 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 Agent’s -Related Person's gross negligence or willful misconduct. The Agent No Agent-Related Persons 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 Agent’s its determination, inadequate, the Agent Agent-Related Person 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 PercentagePercentage 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 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 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 and Scotiabank and Citibank as its Administrative Agents under and for purposes of this Agreement, the Notes and each other Loan Document. Each Lender authorizes the Agent and Administrative 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 such Person (with respect to which the Agent such Person 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 and Administrative 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, each Arranger and the Administrative Agents, pro rata according to such Lender’s 's Aggregate 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, any Arranger or an 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, any Arranger or such 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 Agent’s 's, any Arranger's or an Administrative Agent's, as the case may be, gross negligence or willful misconduct. The Agent, each Arranger and 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 they are indemnified hereunder to its satisfaction. If any indemnity in favor of the Agent, any Arranger or an Administrative Agent shall be or become, in the Agent’s such Person's determination, inadequate, the Agent such Person 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 SunTrust as its the 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 Xxxxxxx 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 PercentageXxxxxx's proportionate Revolving 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, 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 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 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 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 Notes, the Security 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, including the enforcement of any remedies under the Security Agreement. 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, 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 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. (a) Each Lender hereby appoints National City CIBC 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 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 and any other Loan Document, including reasonable attorneys’ ' fees, and as to which the Administrative 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 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 reasonable 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. (b) Each Lender hereby appoints the Collateral Agent to act as trustee on its behalf solely for the purpose of acting as mortgagee under Mortgages and holding the first preferred mortgage interest in each Vessel granted to the Collateral Agent as trustee pursuant to the respective Mortgages. The Collateral Agent hereby accepts such trust and declares that, as trustee, it will hold each Mortgage for the sole use and benefit of the Lenders. The Collateral Agent shall, on behalf of the trust created hereby, perform its obligations hereunder, but only upon the terms and conditions of this Agreement. (c) The Letter of Credit Issuer shall act on behalf of the Lenders with respect to any Letters of Credit issued by it and the documents associated therewith until such time (and except for so long) as the Administrative Agent may agree at the request of the Majority Lenders to act for the Letter of Credit Issuer with respect thereto; provided, however, that the Letter of Credit Issuer shall have all of the benefits and immunities (i) provided to the Administrative Agent in this Article IX with respect to any acts taken or omissions suffered by the Letter of Credit Issuer in connection with Letters of Credit issued by it or proposed to be issued by it and the application and agreements for letters of credit pertaining to the Letters of Credit as fully as if the term "Administrative Agent" as used in this Article IX included the Letter of Credit Issuer with respect to such acts or omissions, and (ii) as additionally provided herein with respect to the Letter of Credit Issuer. (d) The term "Administrative Agent" as used in this Article IX shall also include the Arranger and the Collateral Agent and the Arranger and the Collateral Agent shall have all of the benefits and immunities provided to the Administrative Agent in this Article IX with respect to any acts or omissions suffered by the Arranger or the Collateral Agent with respect to its activities as arranger of the facilities described in this Agreement and the other Transaction Documents, and with respect to its activities as Collateral Agent under the Loan Documents, as the case may be, and as additionally provided in the other Loan Documents with respect to the Collateral Agent.

Actions. Each Lender hereby appoints National City CSFB as its Administrative Agent under and for purposes of this Agreement, the Notes Agreement and each other Loan Document. The Existing Administrative Agent, without representation, warranty or recourse, hereby irrevocably assigns to the Administrative Agent for the benefit of the Secured Parties all outstanding Liens, pledges, security interests and mortgages granted to it as Existing Administrative Agent by any Obligor pursuant to any Loan Document (as defined in the Existing Credit Agreement), and the Administrative Agent hereby accepts such assignment. In furtherance of the foregoing, the Existing Administrative Agent hereby (i) agrees, at the expense of the Borrower, (x) to deliver to the Administrative Agent, without representation, warranty or recourse, all Collateral (as defined in any Security Document (as defined in the Existing Credit Agreement)) held by it under any such Security Document and (y) to execute and deliver, without representation, warranty or recourse, such documents as the Administrative Agent shall reasonably request to evidence such assignment and (ii) authorizes the Administrative Agent to file, with respect to any outstanding financing statement in respect of such Liens that names the Existing Administrative Agent as secured party, in the applicable filing office, an assignment to the Administrative Agent of such financing statement. 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 100 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 ratably in accordance with their respective Term Loans and Foreign Term Loans outstanding and Commitments (or, if no Term Loans or Foreign Term Loans or Commitments are at the time outstanding and in effect, then ratably in accordance with the principal amount of Term Loans and Foreign 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 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 the BorrowerBorrower or any other Obligor (and without limiting the obligation of the Borrower or any other Obligor 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 order 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.. 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 the Administrative Agent is entitled under Articles IX and X.

Actions. Each Lender hereby appoints National City DLJ as its Syndication Agent and 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; 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 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 Percentagepercentage 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 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 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 Liquidity Lender hereby appoints National City Citibank as its Liquidity Agent under and for purposes of this Liquidity Agreement, the Liquidity Advance Notes and each other Loan Related Document. Each Liquidity Lender hereby authorizes the Liquidity Agent to act on behalf of such Liquidity Lender under this Liquidity Agreement, the Liquidity Advance Notes and each other Loan Related Document and, in the absence of other written instructions from the Required Lenders Majority Banks received from time to time by the Liquidity Agent (with respect to which the Liquidity 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 Liquidity Agent by the terms hereof and thereof, together with such powers as may be reasonably incidental thereto. Each Liquidity Lender hereby indemnifies (which indemnity shall survive any termination of this Liquidity Agreement) the Liquidity 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 Liquidity Agent in any way relating to or arising out of this Liquidity Agreement, the Liquidity Advance Notes and any other Loan Related Document, including reasonable attorneys’ fees' fees (including the allocated costs of in-house counsel), and as to which the Liquidity Agent is not reimbursed by the BorrowerNFC; 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 Liquidity Agent’s 's gross negligence or willful wilful misconduct. The Liquidity Agent shall not be required to take any action hereunder, under the Liquidity Advance Notes or under any other Loan Related Document, or to prosecute or defend any suit in respect of this Liquidity Agreement, the Liquidity Advance Notes or any other Loan Related Document, unless it is indemnified hereunder to its satisfaction. If any indemnity in favor of the Liquidity Agent shall be or become, in the Liquidity Agent’s 's determination, inadequate, the Liquidity 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 and Issuer hereby appoints National City Scotiabank and SG as the Managing Agents. Each Lender and Issuer hereby appoints (i) Scotiabank as its Administrative Agent under and for purposes of this AgreementAgreement and each other Loan Document, and as Collateral Agent under and for all purposes of the Notes Intercreditor Agreement and (ii) Scotiabank and SG as the Managing Agents under and for purposes of this Agreement and each other Loan Document. Each Lender and Issuer authorizes the Administrative Agent, the Collateral Agent and the Managing Agents to act on behalf of such Issuer or Lender under this Agreement, the Notes Agreement and each other Loan Document as Administrative Agent or Managing Agent (as applicable) and under the Intercreditor Agreement as Collateral Agent and, in the absence of other written instructions from the Required Lenders received from time to time by the Administrative Agent, Collateral Agent or Managing Agents (with respect to which the Administrative Agent, each Managing 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 such Agent by the terms hereof and thereof, together with such powers as may be reasonably incidental thereto. Each Lender and Issuer hereby indemnifies (which indemnity shall survive any termination of this Agreement) the Administrative Agent, pro rata each Managing Agent and Collateral 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 Agreement and any other Loan DocumentDocument or the Intercreditor Agreement, including reasonable attorneys’ ' fees, and as to which the such Agent is not reimbursed by the Borroweran Obligor; providedPROVIDED, howeverHOWEVER, that no Lender or Issuer 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 the Administrative Agent, either Managing Agent nor the Collateral Agent shall not be required to take take, or omit to take, any action hereunder, under the Notes or under any other Loan DocumentDocument or (in the case of the Collateral Agent) under the Intercreditor Agreement, or to prosecute or defend any suit in respect of this Agreement, the Notes Agreement or any other Loan DocumentDocument or the Intercreditor Agreement, unless it is indemnified hereunder to its satisfaction. If any indemnity in favor of the Administrative Agent, either Managing Agent or the Collateral 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 RBSFI as its the 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, WHETHER OR NOT RELATED TO ANY SINGULAR, JOINT OR CONCURRENT NEGLIGENCE 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 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 such 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 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 becomebecome inadequate, 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. Notwithstanding any provision to the contrary contained elsewhere in this Agreement or in any other Loan Document, the Agent shall not have any duties or responsibilities, except as expressly set forth herein, nor shall the 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 this Agreement or any other Loan Document or otherwise exist against the Agent.

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 authorises 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 Lenders, received from time to time by the Agent (with respect to which the 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 the Agent to any liability of whatsoever nature), 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 agrees (which indemnity agreement shall survive any termination of this Agreement) to indemnify the Agent, 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, against the 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 the Agent for all out-of-pocket expenses (including attorneys’ fees' fees and expenses on a full indemnity basis) incurred by the Agent hereunder or thereunder or in connection herewith or therewith or in enforcing the Obligations of either Obligor under this Agreement or any other Loan Document, and in all cases as to which the Agent is not reimbursed by the Borrowersuch 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 Agent’s 's gross negligence or willful wilful misconduct. 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 Lenders against loss, costs, liability and expense. If any indemnity in favor of the 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 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 Credit Suisse, Cayman Islands Branch, as its Administrative Agent under and for purposes of this Agreementeach Loan Document. Each Lender hereby appoints JPMorgan Chase Bank, N.A., as its Collateral Agent under and for the Notes and purposes of each other Loan Document. Each Lender authorizes each of the Administrative Agent and the Collateral Agent to act on behalf of such Lender under this Agreementeach Loan Document, the Notes and each other Loan Document as applicable, 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 according to such Lender’s Percentageproportionate amount of the outstanding 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 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 each such 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 an 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 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, 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 Documentation Agent, without the consent of or notice to any party hereto, may assign any and all of its rights or obligations hereunder to any of its Affiliates. As of the Closing Date, the Documentation Agent shall have no obligations but shall be entitled to all the benefits of Section 9.

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. 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 CSFB 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 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 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 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 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 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 is extent the same shall not have been 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 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 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 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. Notwithstanding any provision to the contrary contained elsewhere in this Agreement or in any other Loan Document, the Agent shall not have any duties or responsibilities, except those expressly set forth herein, nor shall the 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 this Agreement or any other Loan Document or otherwise exist against the Agent. 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 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 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 SG 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. Without limiting the effect of the preceding sentences of this Section 10.1, each Lender authorizes the Agent to act as collateral agent and to hold and accept title to all liens and security interests granted to the Agent by the Borrower, the Parent or any other Obligor for the ratable benefit of the 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) 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 misconductwilful misconduct 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; provided, however, that no Lender shall be required to indemnify the Agent, with respect to any obligation, loss, damage, claim, cost or expense for which the Agent would be entitled to indemnification hereunder, in an amount which would be greater than such Lender's Percentage of the aggregate amount of such obligation, loss, damage, claim, cost or expense.

Actions. Each Lender hereby appoints National City The Agent shall at all times act upon and in accordance with written instructions received from a Majority-in-Interest (as its defined in Section 15) from time to time. The Agent under and for purposes shall be deemed to be authorized on behalf of this Agreement, the Notes and each other Loan Document. Each Lender authorizes the Agent Secured Party to act on behalf of such Lender Secured Party under this Agreement, the Notes and each other Loan Document Agreement and, in the absence of other written instructions from the Required Lenders received from time to time by the Agent a Majority-in-Interest (with respect to which the Agent agrees that it will will, subject to the last two sentences of this Section, 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 The Agent shall have no duty to ascertain or inquire as to the performance or observance of any of the terms of this Agreement by the Company. By accepting their Notes each Secured Party shall be deemed to have agreed to indemnify the Agent (which indemnity agreement shall survive any termination of this Agreement) the Agent, pro rata according to such Lender’s PercentageSecured Party' 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, Agreement and the Notes and any other Loan DocumentNotes, including reasonable the reimbursement of the Agent for all out-of-pocket expenses (including attorneys’ ' fees) incurred by the Agent hereunder or in connection herewith or in enforcing the Obligations of the Company under this Agreement or the Notes, and in all cases as to which the Agent is not reimbursed by the BorrowerCompany; provided, however, that no Lender Secured Party 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 Agent’s 's gross negligence or willful misconduct. The Agent shall not be required 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 Agreement, Agreement or under the Notes or any other Loan DocumentNotes, unless it the Agent is indemnified hereunder to its satisfactionreasonable satisfaction by the Secured Parties against loss, costs, liability and expense. If any indemnity in favor of the 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 Secured Party hereby authorizes 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 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 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 Secured Party agrees (which indemnity agreement shall survive any termination of this Agreement) to indemnify the Collateral Agent, pro rata according to such Lender’s Secured Party's Voting 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, however, that no Lender Secured Party 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 any this AgreementAgreement and any of the Notes, the Notes or any other Loan Documentagreement relating thereto, unless it is indemnified hereunder to its satisfactionsatisfaction by the Secured Parties against loss, costs, liability, and expense. If any indemnity in favor of the Collateral Agent shall be or become, in the Collateral Agent’s 's determination, inadequateinadequate or impaired, 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.. The Collateral Agent may delegate its duties hereunder to affiliates, agents, attorneys-in-fact and receivers (which term includes receivers as managers) selected in good faith by the Collateral Agent and the Secured Parties agree that the Collateral Agent, may on their behalf, enter into that certain Intercreditor Agreement of even date herewith by and between the Collateral Agent and Ash Capital LLC, substantially in the form attached hereto as Exhibit A.

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 NYDOCS02/877859.5 59 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 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. (a) Each Lender hereby appoints National City RBN 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. (b) The Issuing Lender shall act on behalf of the Lenders with respect to any Letters of Credit Issued by it and the documents associated therewith; provided, however, that the Issuing Lender shall have all the benefits and immunities (i) provided to the Agent in this Article IX with respect to any acts taken or omissions suffered by the Issuing Lender in connection with Letters

Actions. Each Lender hereby appoints National City as its Agent The Equityholders’ Representative may take any action which he, she or it believes is necessary, advisable or appropriate under this Agreement or the agreements ancillary hereto (including the Escrow Agreement) for, in the name 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 the Equityholders, as fully as if the Equityholders were acting on their own behalf, including (i) executing and delivering the Escrow Agreement as Equityholders’ Representative, (ii) acting for each of the Equityholders with respect to any post-Closing adjustment of the Working Capital, Debt Pay-Off Amount, Company Transaction Expenses or Cash pursuant to Section 3.8, (iii) giving and receiving any notice or instruction permitted or required under this Agreement or the Escrow Agreement by the Equityholders’ Representative or any Equityholder, (iv) interpreting all of the terms and provisions of this Agreement and the Escrow Agreement, (v) authorizing payments to be made with respect hereto or thereto, (vi) obtaining reimbursement as provided for herein for all out-of-pocket fees and expenses and other obligations of or incurred by the Notes Equityholders’ Representative in connection with this Agreement and the agreements ancillary hereto (including the Escrow Agreement), (vii) contesting or defending all indemnity Claims pursuant to Section 9.2 of this Agreement (a “Parent Indemnity Claim”), (viii) consenting to, compromising or settling all Parent Indemnity Claims, (ix) conducting negotiations with Parent and its Affiliates and agents regarding such Claims, (x) dealing with Parent and the Escrow Agent under this Agreement and the Escrow Agreement with respect to all matters arising under this Agreement and the Escrow Agreement, (xi) taking any and all other actions specified in or contemplated by this Agreement and the Escrow Agreement, (xii) engaging counsel, accountants or other agents in connection with the foregoing matters, and (xiii) taking all actions necessary, appropriate or advisable in the judgment (in its, his or her sole discretion) of the Equityholders’ Representative for the accomplishment of the foregoing. The Equityholders’ Representative shall have authority and power to act in the name and on behalf of each Equityholder with respect to the disposition, settlement or other Loan Document handling of all Claims under Section 9.2 or the Escrow Agreement and all related rights or obligations arising under this Agreement or the Escrow Agreement. Without limiting the generality of the foregoing, after the Effective Time and to the extent permitted by the DGCL (and, to the extent applicable, the CCC), the Equityholders’ Representative shall have full power and authority for, in the absence name and on behalf of other written instructions from all such Equityholders and such successors to interpret all the Required Lenders received from time terms and provisions of this Agreement and the Escrow Agreement and to time by the Agent (with respect consent to which the Agent agrees that it will comply, any amendment hereof or thereof. The Equityholders’ Representative shall have no duties or obligations except as otherwise provided those expressly set forth in this Section or as otherwise advised by counsel), to exercise such powers hereunder Agreement and thereunder as are specifically delegated to or in the Escrow Agreement. No bond shall be 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 attorneysEquityholders’ 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 givenRepresentative.

Actions. Each Lender hereby appoints National City Credit Suisse 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 DLJ as its Syndication Agent and NationsBank 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 94 102 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 BofA 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 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; providedWHETHER OR NOT ARISING OUT OF THE NEGLIGENCE OF THE ADMINISTRATIVE AGENT, howeverPROVIDED, 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. (a) Each Canadian Facility Lender and each U.S. Revolving Loan Lender hereby appoints National City Bank of Canada as its Canadian Administrative Agent under and for purposes of this Agreement, the Notes each Loan Document and each other U.S. Term Loan Lender hereby appoints Canadian Imperial Bank of Commerce as its U.S. Administrative Agent under and for purposes of each Loan Document. Each Lender authorizes the applicable 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 any Administrative Agent (with respect to which the such 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 such 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 its 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 any 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 such Administrative 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 Administrative Agent’s gross negligence or willful misconduct. The No 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 such Administrative Agent shall be or become, in the such Administrative Agent’s determination, inadequate, the such 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. Each Administrative Agent is hereby authorized and directed to release collateral that is permitted to be sold or released pursuant to the terms of the Loan Documents. (b) Each Secured Party hereby appoints National Bank of Canada as the Collateral Agent under this Agreement and under each Loan Document, and hereby authorizes the Collateral Agent to take such action on its behalf and to exercise such rights, remedies, powers and privileges under this Agreement and each other Loan Document as are specifically authorized to be exercised by the Collateral Agent by the terms hereof or thereof, together with such rights, remedies, powers and privileges as are reasonably incidental thereto, in each case subject to the terms and conditions hereof and thereof, as the case may be. The Collateral Agent may appoint a “fondé de pouvoir” under the Québec Security Agreements. The Collateral Agent may execute any of its duties as agent hereunder by or through agents or employees and shall be entitled to retain experts (including legal counsel) and to act in reliance upon the advice of such experts concerning all matters pertaining to the agencies hereby created and its duties hereunder, and shall not be liable for any action taken or omitted to be taken by it in good faith in accordance with the advice of such experts selected by it. The relationship between the Collateral Agent, on the one hand, and each of the Secured Parties, on the other, is that of agent and principal only, and nothing herein shall be deemed to constitute the Collateral Agent a trustee for the Secured Parties or impose on the Collateral Agent any obligations other than those for which express provision is made herein or in any other Loan Document. Each Lender hereby indemnifies (which indemnity shall survive any termination of this Agreement) the Collateral Agent, pro rata according to such Lender’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 Collateral Agent in any way relating to or arising out of any Loan Document, (including attorneys’ fees), and as to which the Collateral Agent is not reimbursed by the Borrowers; 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 from the Collateral Agent’s gross negligence or willful misconduct. The Collateral Agent shall not be required to take any action under any Loan Document, or to prosecute or defend any suit in respect of any Loan Document, unless it is indemnified hereunder to its satisfaction. If any indemnity in favor of the Collateral Agent shall be or become, in the Collateral Agent’s determination, inadequate, 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. The Collateral Agent is hereby authorized and directed to release collateral that is permitted to be Disposed or released pursuant to the terms of the Loan Documents, in which case the Collateral Agent shall, or shall cause its “fondé de pouvoir” to, execute and deliver all instruments and other documents necessary or advisable (without recourse and without representation or warranty) to release collateral within ten (10) Business Days of ACT’s request, provided that such instruments or other documents may be held in escrow pending a Disposition.

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, 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 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 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 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.