Common use of Appointments and Authorizations; Actions Clause in Contracts

Appointments and Authorizations; Actions. (a) Each Lender hereby appoints Citigroup Global Markets Inc., as its Syndication Agent, each U.S. Lender appoints UBS AG, Stamford Branch, as its U.S. Administrative Agent, and each Canadian Revolving Loan Lender appoints Canadian Imperial Bank of Commerce, as its Canadian Administrative Agent under and for purposes of each Loan Document. Each Lender authorizes the applicable Administrative Agent and/or the Syndication Agent to act on behalf of such Lender under each Loan Document and, in the absence of other written instructions from the Required Lenders received from time to time by the Agents (with respect to which each such Agent agrees that it will comply, except as otherwise provided in this Section or as otherwise advised by counsel in order to avoid contravention of applicable law), to exercise such powers hereunder and thereunder as are specifically delegated to or required of each 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) each Agent (in its capacity as an 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, each such Agent (in its capacity as an Agent) in any way relating to or arising out of any Loan Document, including reasonable attorneys' fees, and as to which each such 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 such Agent's gross negligence, bad faith or willful misconduct. No Agent shall 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 an Agent shall be or become, in such Agent's determination, inadequate, 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 any Loan Document, no Agent shall have any duties or responsibilities except those expressly set forth herein, nor shall any such 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 either such Agent. (b) Each Issuer shall act on behalf of the Lenders with respect to the Letters of Credit issued by it and the documents associated therewith until such time and except for so long as, with respect to any U.S. Issuer, the U.S. Administrative Agent and, with respect to any Canadian Issuer, the Canadian Administrative Agent, may agree at the request of the Required Lenders to act for such Issuer with respect thereto; provided that each Issuer shall have all of the benefits and immunities (i) provided to the Agents in this Section 11.1 with respect to any acts taken or omissions of such Issuer in connection with Letters of Credit issued by it or proposed to be issued by it and the applications and agreements for letters of credit pertaining to the Letters of Credit as fully as if the term "Agent", as used in this Section 11.1, included each such Issuer with respect to such acts or omissions, and (ii) as additionally provided in this Agreement with respect to each such Issuer. (c) Each Swing Line Lender shall have all of the benefits and immunities (i) provided to the Agents in this Section 11.1 with respect to any acts taken or omissions suffered by such Swing Line Lender in connection with Swing Line Loans made or proposed to be made by it as fully as if the term "Agent", as used in this Section 11.1, included such Swing Line Lender with respect to such acts or omissions and (ii) as additionally provided in this Agreement with respect to such Swing Line Lender. (d) The Lenders authorize the Administrative Agents to hold, for and on behalf of the Lenders, security in the assets and properties of Holdings and each of its Subsidiaries securing the Obligations. (e) Without prejudice to the foregoing, each Canadian Lender, for itself and on behalf of each of its Affiliates referred to in part (b) of the definition of "Secured Parties," hereby irrevocably appoints and authorizes the Canadian Administrative Agent (and any successor acting as the Canadian Administrative Agent) to act as the person holding the power of attorney (in such capacity, the "fonde de pouvoir") of each Canadian Lender and other such Secured Party as contemplated under Article 2692 of the Civil Code of Quebec, and to enter into, to take and to hold on their behalf, and for their benefit, each hypothec granted by the Canadian Borrower or any Canadian Subsidiary Guarantor under the Civil Code of Quebec (a "Hypothec"), and to exercise such powers and duties which are conferred upon the fonde de pouvoir under each Hypothec. Moreover, without prejudice to such appointment and authorization to act as the person holding the power of attorney as aforesaid, each Canadian Lender, for itself and on behalf of each of its Affiliates referred to above, hereby irrevocably appoints and authorizes the Canadian Administrative Agent (and any successor acting as the Canadian Administrative Agent) (in such capacity, the "Custodian") to act as agent and custodian for and on behalf of the Canadian Lenders and other such Secured Parties to hold and to be the sole registered holder of any debenture or bond which may be issued under any Hypothec, the whole notwithstanding Section 32 of the Act Respecting the Special Powers of Legal Persons (Quebec) or any other applicable law. In this respect, (i) (as specified in Section 2.8) records shall be kept indicating the names and addresses of, and the pro rata portion of the obligations and indebtedness secured by any pledge of any such debenture or bond and owing to each Canadian Lender, and (ii) each Canadian Lender and other such Secured Party will be entitled to the benefits of any collateral covered by any Hypothec and will participate in the proceeds of realization of any such collateral, the whole in accordance with the terms hereof. Each of the fonde de pouvoir and the Custodian shall (a) exercise, in accordance with the terms hereof, all rights and remedies given to the fonde de pouvoir and the Custodian (as applicable) with respect to the collateral under any Hypothec, any debenture or bond or pledge thereof relating to any Hypothec, applicable laws or otherwise, (b) benefit from and be subject to all provisions hereof with respect to the Administrative Agents mutatis mutandis including, without limitation, all such provisions with respect to the liability or responsibility to and indemnification by the Lenders, and (c) be entitled to delegate from time to time any of its powers or duties under any Hypothec, any debenture or bond or pledge thereof relating to any Hypothec, applicable laws or otherwise and on such terms and conditions as it may determine from time to time. Any person who becomes a Canadian Lender, for itself and on behalf of its Affiliates referred to above, shall be deemed to have consented to and confirmed: (A) the fonde de pouvoir as the person holding the power of attorney as aforesaid and to have ratified, as of the date it becomes a Canadian Lender or a Secured Party, all actions taken by the fonde de pouvoir as the person holding the power of attorney as aforesaid and to have ratified, as of the date it becomes a Canadian Lender or a Secured Party, all actions taken by the fonde de pouvoir in such capacity; and

Appointments and Authorizations; Actions. (a) Each Lender hereby appoints Citigroup Global Markets Inc.Credit Suisse First Boston, Cayman Islands Branch, as its Syndication Agent, each U.S. Lender appoints Agent and UBS AG, Stamford Branch, as its U.S. Administrative Agent, and each Canadian Revolving Loan Lender appoints Canadian Imperial Bank of Commerce, as its Canadian Administrative Agent under and for purposes of each Loan Document. Each Lender authorizes the applicable Administrative Agent and/or the Syndication Agent to act on behalf of such Lender under each Loan Document and, in the absence of other written instructions from the Required Lenders received from time to time by the Agents (with respect to which each such Agent agrees that it will comply, except as otherwise provided in this Section or as otherwise advised by counsel in order to avoid contravention of applicable law), to exercise such powers hereunder and thereunder as are specifically delegated to or required of each 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) each Agent (in its capacity as an 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, each such Agent (in its capacity as an Agent) in any way relating to or arising out of any Loan Document, including reasonable attorneys' fees, and as to which each such Agent is not reimbursed by the BorrowersBorrower; 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 from such Agent's gross negligence, bad faith negligence or willful misconduct. No Neither Agent shall 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 an either Agent shall be or become, in such Agent's determination, inadequate, 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 any Loan Document, no neither Agent shall have any duties or responsibilities except those expressly set forth herein, nor shall any either such 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 either such Agent. (b) Each Issuer shall act on behalf of the Lenders with respect to the Letters of Credit issued by it and the documents associated therewith until such time and except for so long as, with respect to any U.S. Issuer, as the U.S. Administrative Agent and, with respect to any Canadian Issuer, the Canadian Administrative Agent, may agree at the request of the Required Lenders to act for such Issuer with respect thereto; provided that each Issuer shall have all of the benefits and immunities (i) provided to the Agents in this Section 11.1 10.1 with respect to any acts taken or omissions of such Issuer in connection with Letters of Credit issued by it or proposed to be issued by it and the applications and agreements for letters of credit pertaining to the Letters of Credit as fully as if the term "Agent", as used in this Section 11.110.1, included each such Issuer with respect to such acts or omissions, and (ii) as additionally provided in this Agreement with respect to each such Issuer. (c) Each The Swing Line Lender shall have all of the benefits and immunities (i) provided to the Agents in this Section 11.1 10.1 with respect to any acts taken or omissions suffered by such the Swing Line Lender in connection with Swing Line Loans made or proposed to be made by it as fully as if the term "Agent", as used in this Section 11.110.1, included such the Swing Line Lender with respect to such acts or omissions and (ii) as additionally provided in this Agreement with respect to such the Swing Line Lender. (d) The Lenders authorize the Administrative Agents Agent to hold, for and on behalf of the Lenders, security in the assets and properties of Holdings and each of its Subsidiaries securing the Obligations. (e) Without prejudice to the foregoing, each Canadian Lender, for itself and on behalf of each of its Affiliates referred to in part (b) of the definition of "Secured Parties," hereby irrevocably appoints and authorizes the Canadian Administrative Agent (and any successor acting as the Canadian Administrative Agent) to act as the person holding the power of attorney (in such capacity, the "fonde de pouvoir") of each Canadian Lender and other such Secured Party as contemplated under Article 2692 of the Civil Code of Quebec, and to enter into, to take and to hold on their behalf, and for their benefit, each hypothec granted by the Canadian Borrower or any Canadian Subsidiary Guarantor under the Civil Code of Quebec (a "Hypothec"), and to exercise such powers and duties which are conferred upon the fonde de pouvoir under each Hypothec. Moreover, without prejudice to such appointment and authorization to act as the person holding the power of attorney as aforesaid, each Canadian Lender, for itself and on behalf of each of its Affiliates referred to above, hereby irrevocably appoints and authorizes the Canadian Administrative Agent (and any successor acting as the Canadian Administrative Agent) (in such capacity, the "Custodian") to act as agent and custodian for and on behalf of the Canadian Lenders and other such Secured Parties to hold and to be the sole registered holder of any debenture or bond which may be issued under any Hypothec, the whole notwithstanding Section 32 of the Act Respecting the Special Powers of Legal Persons (Quebec) or any other applicable law. In this respect, (i) (as specified in Section 2.8) records shall be kept indicating the names and addresses of, and the pro rata portion of the obligations and indebtedness secured by any pledge of any such debenture or bond and owing to each Canadian Lender, and (ii) each Canadian Lender and other such Secured Party will be entitled to the benefits of any collateral covered by any Hypothec and will participate in the proceeds of realization of any such collateral, the whole in accordance with the terms hereof. Each of the fonde de pouvoir and the Custodian shall (a) exercise, in accordance with the terms hereof, all rights and remedies given to the fonde de pouvoir and the Custodian (as applicable) with respect to the collateral under any Hypothec, any debenture or bond or pledge thereof relating to any Hypothec, applicable laws or otherwise, (b) benefit from and be subject to all provisions hereof with respect to the Administrative Agents mutatis mutandis including, without limitation, all such provisions with respect to the liability or responsibility to and indemnification by the Lenders, and (c) be entitled to delegate from time to time any of its powers or duties under any Hypothec, any debenture or bond or pledge thereof relating to any Hypothec, applicable laws or otherwise and on such terms and conditions as it may determine from time to time. Any person who becomes a Canadian Lender, for itself and on behalf of its Affiliates referred to above, shall be deemed to have consented to and confirmed: (A) the fonde de pouvoir as the person holding the power of attorney as aforesaid and to have ratified, as of the date it becomes a Canadian Lender or a Secured Party, all actions taken by the fonde de pouvoir as the person holding the power of attorney as aforesaid and to have ratified, as of the date it becomes a Canadian Lender or a Secured Party, all actions taken by the fonde de pouvoir in such capacity; and

Appointments and Authorizations; Actions. (a) Each Lender hereby appoints Citigroup Global Markets Inc., Bankers Trust as its Syndication Agent, each U.S. Lender appoints UBS AG, Stamford Branch, as its U.S. Administrative Agent, and each Canadian Revolving Loan Lender appoints Canadian Imperial Bank of Commerce, as its Canadian Administrative Agent under and for purposes of each Loan Document. Each Lender authorizes the applicable Administrative Agent and/or the Syndication Agent to act on behalf of such Lender under each Loan Document and, in the absence of other written instructions from the Required Lenders received from time to time by the Agents Administrative Agent (with respect to which each such the Administrative Agent agrees that it will comply, except as otherwise provided in this Section or as otherwise advised by counsel in order to avoid contravention of applicable law), to exercise such powers hereunder and thereunder as are specifically delegated to or required of each such 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) each Agent (in its capacity as an the Administrative 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, each such the Administrative Agent (in its capacity as an Agent) in any way relating to or arising out of any Loan Document, including reasonable attorneys' fees, and as to which each such the Administrative Agent is not reimbursed by the BorrowersBorrower; provided 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 from such the Administrative Agent's gross negligence, bad faith negligence or willful misconduct. No The Administrative 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 an the Administrative Agent shall be or become, in such the Administrative Agent's determination, inadequate, 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 any Loan Document, no the Administrative Agent shall not have any duties or responsibilities except those expressly set forth herein, nor shall any such 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 either such the Administrative Agent. (b) Each The Issuer shall act on behalf of the Lenders with respect to the Letters of Credit issued by it and the documents associated therewith until such time and except for so long as, with respect to any U.S. Issuer, as the U.S. Administrative Agent and, with respect to any Canadian Issuer, the Canadian Administrative Agent, may agree at the request of the Required Lenders to act for such the Issuer with respect thereto; provided provided, however, that each the Issuer shall have all of the benefits and immunities (i) provided to the Agents Administrative Agent in this Section 11.1 9.1 with respect to any acts taken or omissions of such the Issuer in connection with Letters of Credit issued by it or proposed to be issued by it and the applications and agreements for letters of credit pertaining to the Letters of Credit as fully as if the term "Administrative Agent", as used in this Section 11.19.1, included each such the Issuer with respect to 96 104 such acts or omissions, and (ii) as additionally provided in this Agreement with respect to each such the Issuer. (c) Each The Swing Line Lender shall have all of the benefits and immunities (i) provided to the Agents Administrative Agent in this Section 11.1 9.1 with respect to any acts taken or omissions suffered by such the Swing Line Lender in connection with Swing Line Loans made or proposed to be made by it as fully as if the term "Administrative Agent", as used in this Section 11.19.1, included such the Swing Line Lender with respect to such acts or omissions and (ii) as additionally provided in this Agreement with respect to such the Swing Line Lender. (d) The Lenders authorize the Administrative Agents Agent to hold, for and on behalf of the Lenders, security in the assets and properties of Holdings the Borrower and each of its Subsidiaries securing the Obligations. (e) Without prejudice to the foregoing, each Canadian Lender, for itself and on behalf of each of its Affiliates referred to in part (b) of the definition of "Secured Parties," hereby irrevocably appoints and authorizes the Canadian Administrative Agent (and any successor acting as the Canadian Administrative Agent) to act as the person holding the power of attorney (in such capacity, the "fonde de pouvoir") of each Canadian Lender and other such Secured Party as contemplated under Article 2692 of the Civil Code of Quebec, and to enter into, to take and to hold on their behalf, and for their benefit, each hypothec granted by the Canadian Borrower or any Canadian Subsidiary Guarantor under the Civil Code of Quebec (a "Hypothec"), and to exercise such powers and duties which are conferred upon the fonde de pouvoir under each Hypothec. Moreover, without prejudice to such appointment and authorization to act as the person holding the power of attorney as aforesaid, each Canadian Lender, for itself and on behalf of each of its Affiliates referred to above, hereby irrevocably appoints and authorizes the Canadian Administrative Agent (and any successor acting as the Canadian Administrative Agent) (in such capacity, the "Custodian") to act as agent and custodian for and on behalf of the Canadian Lenders and other such Secured Parties to hold and to be the sole registered holder of any debenture or bond which may be issued under any Hypothec, the whole notwithstanding Section 32 of the Act Respecting the Special Powers of Legal Persons (Quebec) or any other applicable law. In this respect, (i) (as specified in Section 2.8) records shall be kept indicating the names and addresses of, and the pro rata portion of the obligations and indebtedness secured by any pledge of any such debenture or bond and owing to each Canadian Lender, and (ii) each Canadian Lender and other such Secured Party will be entitled to the benefits of any collateral covered by any Hypothec and will participate in the proceeds of realization of any such collateral, the whole in accordance with the terms hereof. Each of the fonde de pouvoir and the Custodian shall (a) exercise, in accordance with the terms hereof, all rights and remedies given to the fonde de pouvoir and the Custodian (as applicable) with respect to the collateral under any Hypothec, any debenture or bond or pledge thereof relating to any Hypothec, applicable laws or otherwise, (b) benefit from and be subject to all provisions hereof with respect to the Administrative Agents mutatis mutandis including, without limitation, all such provisions with respect to the liability or responsibility to and indemnification by the Lenders, and (c) be entitled to delegate from time to time any of its powers or duties under any Hypothec, any debenture or bond or pledge thereof relating to any Hypothec, applicable laws or otherwise and on such terms and conditions as it may determine from time to time. Any person who becomes a Canadian Lender, for itself and on behalf of its Affiliates referred to above, shall be deemed to have consented to and confirmed: (A) the fonde de pouvoir as the person holding the power of attorney as aforesaid and to have ratified, as of the date it becomes a Canadian Lender or a Secured Party, all actions taken by the fonde de pouvoir as the person holding the power of attorney as aforesaid and to have ratified, as of the date it becomes a Canadian Lender or a Secured Party, all actions taken by the fonde de pouvoir in such capacity; and

Appointments and Authorizations; Actions. (a) Each Lender hereby appoints Citigroup Global Markets Inc., Bankers Trust as its Syndication Agent, each U.S. Lender appoints UBS AG, Stamford Branch, as its U.S. Administrative Agent, and each Canadian Revolving Loan Lender appoints Canadian Imperial Bank of Commerce, as its Canadian Administrative Agent under and for purposes of each Loan Document. Each Lender authorizes the applicable Administrative Agent and/or the Syndication Agent to act on behalf of such Lender under each Loan Document and, in the absence of other written instructions from the Required Lenders received from time to time by the Agents Administrative Agent (with respect to which each such the Administrative Agent agrees that it will comply, except as otherwise provided in this Section or as otherwise advised by counsel in order to avoid contravention of applicable law), to exercise such powers hereunder and thereunder as are specifically delegated to or required of each such 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) each Agent (in its capacity as an the Administrative 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, each such the Administrative Agent (in its capacity as an Agent) in any way relating to or arising out of any Loan Document, including reasonable attorneys' fees, and as to which each such the Administrative Agent is not reimbursed by the BorrowersBorrower; provided 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 from such the Administrative Agent's gross negligence, bad faith negligence or willful misconduct. No The Administrative 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 an the Administrative Agent shall be or become, in such the Administrative Agent's determination, inadequate, 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 any Loan Document, no the Administrative Agent shall not have any duties or responsibilities except those expressly set forth herein, nor shall any such 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 either such the Administrative Agent. (b) Each The Issuer shall act on behalf of the Lenders with respect to the Letters of Credit issued by it and the documents associated therewith until such time and except for so long as, with respect to any U.S. Issuer, as the U.S. Administrative Agent and, with respect to any Canadian Issuer, the Canadian Administrative Agent, may agree at the request of the Required Lenders to act for such the Issuer with respect thereto; provided provided, however, that each the Issuer shall have all of the benefits and immunities (i) provided to the Agents Administrative Agent in this 94 128 Section 11.1 9.1 with respect to any acts taken or omissions of such the Issuer in connection with Letters of Credit issued by it or proposed to be issued by it and the applications and agreements for letters of credit pertaining to the Letters of Credit as fully as if the term "Administrative Agent", as used in this Section 11.19.1, included each such the Issuer with respect to such acts or omissions, and (ii) as additionally provided in this Agreement with respect to each such the Issuer. (c) Each The Swing Line Lender shall have all of the benefits and immunities (i) provided to the Agents Administrative Agent in this Section 11.1 9.1 with respect to any acts taken or omissions suffered by such the Swing Line Lender in connection with Swing Line Loans made or proposed to be made by it as fully as if the term "Administrative Agent", as used in this Section 11.19.1, included such the Swing Line Lender with respect to such acts or omissions and (ii) as additionally provided in this Agreement with respect to such the Swing Line Lender. (d) The Lenders authorize the Administrative Agents Agent to hold, for and on behalf of the Lenders, security in the assets and properties of Holdings the Borrower and each of its Subsidiaries securing the Obligations. (e) Without prejudice to the foregoing, each Canadian Lender, for itself and on behalf of each of its Affiliates referred to in part (b) of the definition of "Secured Parties," hereby irrevocably appoints and authorizes the Canadian Administrative Agent (and any successor acting as the Canadian Administrative Agent) to act as the person holding the power of attorney (in such capacity, the "fonde de pouvoir") of each Canadian Lender and other such Secured Party as contemplated under Article 2692 of the Civil Code of Quebec, and to enter into, to take and to hold on their behalf, and for their benefit, each hypothec granted by the Canadian Borrower or any Canadian Subsidiary Guarantor under the Civil Code of Quebec (a "Hypothec"), and to exercise such powers and duties which are conferred upon the fonde de pouvoir under each Hypothec. Moreover, without prejudice to such appointment and authorization to act as the person holding the power of attorney as aforesaid, each Canadian Lender, for itself and on behalf of each of its Affiliates referred to above, hereby irrevocably appoints and authorizes the Canadian Administrative Agent (and any successor acting as the Canadian Administrative Agent) (in such capacity, the "Custodian") to act as agent and custodian for and on behalf of the Canadian Lenders and other such Secured Parties to hold and to be the sole registered holder of any debenture or bond which may be issued under any Hypothec, the whole notwithstanding Section 32 of the Act Respecting the Special Powers of Legal Persons (Quebec) or any other applicable law. In this respect, (i) (as specified in Section 2.8) records shall be kept indicating the names and addresses of, and the pro rata portion of the obligations and indebtedness secured by any pledge of any such debenture or bond and owing to each Canadian Lender, and (ii) each Canadian Lender and other such Secured Party will be entitled to the benefits of any collateral covered by any Hypothec and will participate in the proceeds of realization of any such collateral, the whole in accordance with the terms hereof. Each of the fonde de pouvoir and the Custodian shall (a) exercise, in accordance with the terms hereof, all rights and remedies given to the fonde de pouvoir and the Custodian (as applicable) with respect to the collateral under any Hypothec, any debenture or bond or pledge thereof relating to any Hypothec, applicable laws or otherwise, (b) benefit from and be subject to all provisions hereof with respect to the Administrative Agents mutatis mutandis including, without limitation, all such provisions with respect to the liability or responsibility to and indemnification by the Lenders, and (c) be entitled to delegate from time to time any of its powers or duties under any Hypothec, any debenture or bond or pledge thereof relating to any Hypothec, applicable laws or otherwise and on such terms and conditions as it may determine from time to time. Any person who becomes a Canadian Lender, for itself and on behalf of its Affiliates referred to above, shall be deemed to have consented to and confirmed: (A) the fonde de pouvoir as the person holding the power of attorney as aforesaid and to have ratified, as of the date it becomes a Canadian Lender or a Secured Party, all actions taken by the fonde de pouvoir as the person holding the power of attorney as aforesaid and to have ratified, as of the date it becomes a Canadian Lender or a Secured Party, all actions taken by the fonde de pouvoir in such capacity; and

Appointments and Authorizations; Actions. (a) Each Lender hereby appoints Citigroup Global Markets Inc.Credit Suisse First Boston, acting through its Cayman Islands Branch, as its Syndication Agent, each U.S. Lender appoints UBS AG, Stamford Branch, as its U.S. Administrative Agent, each Canadian Term Loan Lender appoints UBS AG, Stamford Branch, as its Canadian Term Administrative Agent, and each Canadian Revolving Loan Lender appoints Canadian Imperial Bank of Commerce, as its Canadian Revolving Administrative Agent under and for purposes of each Loan Document. Each Lender authorizes the applicable Administrative Agent and/or the Syndication Agent to act on behalf of such Lender under each Loan Document and, in the absence of other written instructions from the Required Lenders received from time to time by the Agents (with respect to which each such Agent agrees that it will comply, except as otherwise provided in this Section or as otherwise advised by counsel in order to avoid contravention of applicable law), to exercise such powers hereunder and thereunder as are specifically delegated to or required of each 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) each Agent (in its capacity as an 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, each such Agent (in its capacity as an Agent) in any way relating to or arising out of any Loan Document, including reasonable attorneys' fees, and as to which each such 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 such Agent's gross negligence, bad faith or willful misconduct. No Agent shall 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 an Agent shall be or become, in such Agent's determination, inadequate, 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 any Loan Document, no Agent shall have any duties or responsibilities except those expressly set forth herein, nor shall any such 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 either such Agent. (b) Each Issuer shall act on behalf of the Lenders with respect to the Letters of Credit issued by it and the documents associated therewith until such time and except for so long as, with respect to any U.S. Issuer, the U.S. Administrative Agent and, with respect to any Canadian Issuer, the Canadian Revolving Administrative Agent, may agree at the request of the Required Lenders to act for such Issuer with respect thereto; provided that each Issuer shall have all of the benefits and immunities (i) provided to the Agents in this Section 11.1 with respect to any acts taken or omissions of such Issuer in connection with Letters of Credit issued by it or proposed to be issued by it and the applications and agreements for letters of credit pertaining to the Letters of Credit as fully as if the term "Agent", as used in this Section 11.1, included each such Issuer with respect to such acts or omissions, and (ii) as additionally provided in this Agreement with respect to each such Issuer. (c) Each Swing Line Lender shall have all of the benefits and immunities (i) provided to the Agents in this Section 11.1 with respect to any acts taken or omissions suffered by such Swing Line Lender in connection with Swing Line Loans made or proposed to be made by it as fully as if the term "Agent", as used in this Section 11.1, included such Swing Line Lender with respect to such acts or omissions and (ii) as additionally provided in this Agreement with respect to such Swing Line Lender. (d) The Lenders authorize the Administrative Agents to hold, for and on behalf of the Lenders, security in the assets and properties of Holdings and each of its Subsidiaries securing the Obligations. (e) Without prejudice to the foregoing, each Canadian Lender, for itself and on behalf of each of its Affiliates referred to in part (b) of the definition of "Secured Parties," hereby irrevocably appoints and authorizes the Canadian Revolving Administrative Agent (and any successor acting as the Canadian Revolving Administrative Agent) to act as the person holding the power of attorney (in such capacity, the "fonde de pouvoir") of each Canadian Lender and other such Secured Party as contemplated under Article 2692 of the Civil Code of Quebec, and to enter into, to take and to hold on their behalf, and for their benefit, each hypothec granted by the Canadian Borrower or any Canadian Subsidiary Guarantor under the Civil Code of Quebec (a "Hypothec"), and to exercise such powers and duties which are conferred upon the fonde de pouvoir under each Hypothec. Moreover, without prejudice to such appointment and authorization to act as the person holding the power of attorney as aforesaid, each Canadian Lender, for itself and on behalf of each of its Affiliates referred to above, hereby irrevocably appoints and authorizes the Canadian Revolving Administrative Agent (and any successor acting as the Canadian Revolving Administrative Agent) (in such capacity, the "Custodian") to act as agent and custodian for and on behalf of the Canadian Lenders and other such Secured Parties to hold and to be the sole registered holder of any debenture or bond which may be issued under any Hypothec, the whole notwithstanding Section 32 of the Act Respecting the Special Powers of Legal Persons (Quebec) or any other applicable law. In this respect, (i) (as specified in Section 2.8) records shall be kept indicating the names and addresses of, and the pro rata portion of the obligations and indebtedness secured by any pledge of any such debenture or bond and owing to each Canadian Lender, and (ii) each Canadian Lender and other such Secured Party will be entitled to the benefits of any collateral covered by any Hypothec and will participate in the proceeds of realization of any such collateral, the whole in accordance with the terms hereof. Each of the fonde de pouvoir and the Custodian shall (a) exercise, in accordance with the terms hereof, all rights and remedies given to the fonde de pouvoir and the Custodian (as applicable) with respect to the collateral under any Hypothec, any debenture or bond or pledge thereof relating to any Hypothec, applicable laws or otherwise, (b) benefit from and be subject to all provisions hereof with respect to the Administrative Agents mutatis mutandis including, without limitation, all such provisions with respect to the liability or responsibility to and indemnification by the Lenders, and (c) be entitled to delegate from time to time any of its powers or duties under any Hypothec, any debenture or bond or pledge thereof relating to any Hypothec, applicable laws or otherwise and on such terms and conditions as it may determine from time to time. Any person who becomes a Canadian Lender, for itself and on behalf of its Affiliates referred to above, shall be deemed to have consented to and confirmed: : (Ai) the fonde de pouvoir as the person holding the power of attorney as aforesaid and to have ratified, as of the date it becomes a Canadian Lender or a Secured Party, all actions taken by the fonde de pouvoir as the person holding the power of attorney as aforesaid and to have ratified, as of the date it becomes a Canadian Lender or a Secured Party, all actions taken by the fonde de pouvoir in such capacity; andand (ii) the Custodian as the agent and custodian as aforesaid and to have ratified, as the date it becomes a Canadian Lender or a Secured Party, all actions taken by the Custodian in such capacity.

Appointments and Authorizations; Actions. (a) Each Lender hereby appoints Citigroup Global Markets Inc.appoints, or reaffirms its appointment under the Original Credit Agreement of, BofA as its Syndication Agent, each U.S. Lender appoints UBS AG, Stamford Branch, as its U.S. Administrative Agent, and each Canadian Revolving Loan Lender appoints Canadian Imperial Bank of Commerce, as its Canadian Administrative Agent under and for purposes of each Loan Document. Each Lender authorizes the applicable Administrative Agent and/or the Syndication Agent to act on behalf of such Lender under each Loan Document and, in the absence of other written instructions from the Required Lenders received from time to time by the Agents Administrative Agent (with respect to which each such the Administrative Agent agrees that it will comply, except as otherwise provided in this Section or as otherwise advised by counsel in order to avoid contravention of applicable law), to exercise such powers hereunder and thereunder as are specifically delegated to or required of each such 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) each Agent (in its capacity as an the Administrative 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, each such the Administrative Agent (in its capacity as an Agent) in any way relating to or arising out of any Loan Document, including reasonable attorneys' fees, and as to which each such the extent the Administrative Agent is shall not have been reimbursed by the BorrowersBorrower; provided 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 from such the Administrative Agent's gross negligence, bad faith negligence or willful wilful misconduct. No The Administrative 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 an the Administrative Agent shall be or become, in such the Administrative Agent's determination, inadequate, such the Administrative Agent may call for additional indemnification from the Lenders and cease to do the acts indemnified against hereunder until such additional indemnity is given. Notwithstanding any provision to the contrary contained elsewhere in any Loan Document, no the Administrative Agent shall not have any duties or responsibilities except those expressly set forth herein, nor shall any such 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 either such the Administrative Agent. (b) Each The Issuer shall act on behalf of the Lenders with respect to the Letters of Credit issued by it and the documents associated therewith until such time and except for so long as, with respect to any U.S. Issuer, as the U.S. Administrative Agent and, with respect to any Canadian Issuer, the Canadian Administrative Agent, may agree at the request of the Required Lenders to act for such the Issuer with respect thereto; provided provided, however, that each the Issuer shall have all of the benefits and immunities (i) provided to the Agents Administrative Agent in this Section 11.1 9.1 with respect to any acts taken or omissions of such the Issuer in connection with Letters of Credit issued by it or proposed to be issued by it and the applications and agreements for letters of credit pertaining to the Letters of Credit as fully as if the term "Administrative Agent", as used in this Section 11.19.1, included each such the Issuer with respect to such acts or omissions, and (ii) as additionally provided in this Agreement with respect to each such the Issuer. (c) Each The Swing Line Lender shall have all of the benefits and immunities (i) provided to the Agents Administrative Agent in this Section 11.1 9.1 with respect to any acts taken or omissions suffered by such the Swing Line Lender in connection with Swing Line Loans made or proposed to be made by it as fully as if the term "Administrative Agent", as used in this Section 11.19.1, included such the Swing Line Lender with respect to such acts or omissions and (ii) as additionally provided in this Agreement with respect to such the Swing Line Lender. (d) The Lenders authorize the Administrative Agents Agent to hold, for and on behalf of the Lenders, security in the assets and properties of Holdings the Borrower and each of its Restricted Subsidiaries securing the Obligations. (e) Without prejudice to the foregoing, each Canadian Lender, for itself and on behalf of each of its Affiliates referred to in part (b) of the definition of "Secured Parties," hereby irrevocably appoints and authorizes the Canadian Administrative Agent (and any successor acting as the Canadian Administrative Agent) to act as the person holding the power of attorney (in such capacity, the "fonde de pouvoir") of each Canadian Lender and other such Secured Party as contemplated under Article 2692 of the Civil Code of Quebec, and to enter into, to take and to hold on their behalf, and for their benefit, each hypothec granted by the Canadian Borrower or any Canadian Subsidiary Guarantor under the Civil Code of Quebec (a "Hypothec"), and to exercise such powers and duties which are conferred upon the fonde de pouvoir under each Hypothec. Moreover, without prejudice to such appointment and authorization to act as the person holding the power of attorney as aforesaid, each Canadian Lender, for itself and on behalf of each of its Affiliates referred to above, hereby irrevocably appoints and authorizes the Canadian Administrative Agent (and any successor acting as the Canadian Administrative Agent) (in such capacity, the "Custodian") to act as agent and custodian for and on behalf of the Canadian Lenders and other such Secured Parties to hold and to be the sole registered holder of any debenture or bond which may be issued under any Hypothec, the whole notwithstanding Section 32 of the Act Respecting the Special Powers of Legal Persons (Quebec) or any other applicable law. In this respect, (i) (as specified in Section 2.8) records shall be kept indicating the names and addresses of, and the pro rata portion of the obligations and indebtedness secured by any pledge of any such debenture or bond and owing to each Canadian Lender, and (ii) each Canadian Lender and other such Secured Party will be entitled to the benefits of any collateral covered by any Hypothec and will participate in the proceeds of realization of any such collateral, the whole in accordance with the terms hereof. Each of the fonde de pouvoir and the Custodian shall (a) exercise, in accordance with the terms hereof, all rights and remedies given to the fonde de pouvoir and the Custodian (as applicable) with respect to the collateral under any Hypothec, any debenture or bond or pledge thereof relating to any Hypothec, applicable laws or otherwise, (b) benefit from and be subject to all provisions hereof with respect to the Administrative Agents mutatis mutandis including, without limitation, all such provisions with respect to the liability or responsibility to and indemnification by the Lenders, and (c) be entitled to delegate from time to time any of its powers or duties under any Hypothec, any debenture or bond or pledge thereof relating to any Hypothec, applicable laws or otherwise and on such terms and conditions as it may determine from time to time. Any person who becomes a Canadian Lender, for itself and on behalf of its Affiliates referred to above, shall be deemed to have consented to and confirmed: (A) the fonde de pouvoir as the person holding the power of attorney as aforesaid and to have ratified, as of the date it becomes a Canadian Lender or a Secured Party, all actions taken by the fonde de pouvoir as the person holding the power of attorney as aforesaid and to have ratified, as of the date it becomes a Canadian Lender or a Secured Party, all actions taken by the fonde de pouvoir in such capacity; and

Appointments and Authorizations; Actions. (a) Each Lender hereby appoints Citigroup Global Markets Inc., DLJ as its Syndication Agent, each U.S. Lender appoints UBS AG, Stamford Branch, Agent and BofA as its U.S. Administrative Agent, and each Canadian Revolving Loan Lender appoints Canadian Imperial Bank of Commerce, as its Canadian Administrative Agent under and for purposes of each Loan Document. Each Lender authorizes the applicable Administrative Agent and/or the Syndication Agent to act on behalf of such Lender under each Loan Document and, in the absence of other written instructions from the Required Lenders received from time to time by the Agents Administrative Agent and the Syndication Agent (with respect to which each such Agent agrees that it will comply, except as otherwise provided in this Section or as otherwise advised by counsel in order to avoid contravention of applicable law), to exercise such powers hereunder and thereunder as are specifically delegated to or required of each 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) each Agent (in its capacity as an 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, each such Agent (in its capacity as an Agent) in any way relating to or arising out of any Loan Document, including reasonable attorneys' fees, and as to which each the extent such Agent is shall not have been reimbursed by the BorrowersBorrower; provided 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 from such Agent's gross negligence, bad faith negligence or willful wilful misconduct. No Neither the Administrative Agent nor the Syndication Agent shall 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 an either the Administrative Agent or the Syndication Agent shall be or become, in such Agent's determination, inadequate, 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 any Loan Document, no neither the Administrative Agent nor the Syndication Agent shall have any duties or responsibilities except those expressly set forth herein, nor shall any either such 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 either such Agent. (b) Each The Issuer shall act on behalf of the Lenders with respect to the Letters of Credit issued by it and the documents associated therewith until such time and except for so long as, with respect to any U.S. Issuer, as the U.S. Administrative Agent and, with respect to any Canadian Issuer, the Canadian Administrative Agent, may agree at the request of the Required Lenders to act for such the Issuer with respect thereto; provided provided, however, that each the Issuer shall have all of the benefits and immunities (i) provided to the Agents Administrative Agent and the Syndication Agent in this Section 11.1 9.1 with respect to any acts taken or omissions of such the Issuer in connection with Letters of Credit issued by it or proposed to be issued by it and the applications and agreements for letters of credit pertaining to the Letters of Credit as fully as if the term "Agent", as used in this Section 11.19.1, included each such the Issuer with respect to such acts or omissions, and (ii) as additionally provided in this Agreement with respect to each such the Issuer. (c) Each The Swing Line Lender shall have all of the benefits and immunities (i) provided to the Agents Administrative Agent and the Syndication Agent in this Section 11.1 9.1 with respect to any acts taken or omissions suffered by such the Swing Line Lender in connection with Swing Line Loans made or proposed to be made by it as fully as if the term "Agent", as used in this Section 11.19.1, included such the Swing Line Lender with respect to such acts or omissions and (ii) as additionally provided in this Agreement with respect to such the Swing Line Lender. (d) The Lenders authorize the Administrative Agents Agent to hold, for and on behalf of the Lenders, security in the assets and properties of Holdings the Borrower and each of its Restricted Subsidiaries securing the Obligations. (e) Without prejudice to the foregoing, each Canadian Lender, for itself and on behalf of each of its Affiliates referred to in part (b) of the definition of "Secured Parties," hereby irrevocably appoints and authorizes the Canadian Administrative Agent (and any successor acting as the Canadian Administrative Agent) to act as the person holding the power of attorney (in such capacity, the "fonde de pouvoir") of each Canadian Lender and other such Secured Party as contemplated under Article 2692 of the Civil Code of Quebec, and to enter into, to take and to hold on their behalf, and for their benefit, each hypothec granted by the Canadian Borrower or any Canadian Subsidiary Guarantor under the Civil Code of Quebec (a "Hypothec"), and to exercise such powers and duties which are conferred upon the fonde de pouvoir under each Hypothec. Moreover, without prejudice to such appointment and authorization to act as the person holding the power of attorney as aforesaid, each Canadian Lender, for itself and on behalf of each of its Affiliates referred to above, hereby irrevocably appoints and authorizes the Canadian Administrative Agent (and any successor acting as the Canadian Administrative Agent) (in such capacity, the "Custodian") to act as agent and custodian for and on behalf of the Canadian Lenders and other such Secured Parties to hold and to be the sole registered holder of any debenture or bond which may be issued under any Hypothec, the whole notwithstanding Section 32 of the Act Respecting the Special Powers of Legal Persons (Quebec) or any other applicable law. In this respect, (i) (as specified in Section 2.8) records shall be kept indicating the names and addresses of, and the pro rata portion of the obligations and indebtedness secured by any pledge of any such debenture or bond and owing to each Canadian Lender, and (ii) each Canadian Lender and other such Secured Party will be entitled to the benefits of any collateral covered by any Hypothec and will participate in the proceeds of realization of any such collateral, the whole in accordance with the terms hereof. Each of the fonde de pouvoir and the Custodian shall (a) exercise, in accordance with the terms hereof, all rights and remedies given to the fonde de pouvoir and the Custodian (as applicable) with respect to the collateral under any Hypothec, any debenture or bond or pledge thereof relating to any Hypothec, applicable laws or otherwise, (b) benefit from and be subject to all provisions hereof with respect to the Administrative Agents mutatis mutandis including, without limitation, all such provisions with respect to the liability or responsibility to and indemnification by the Lenders, and (c) be entitled to delegate from time to time any of its powers or duties under any Hypothec, any debenture or bond or pledge thereof relating to any Hypothec, applicable laws or otherwise and on such terms and conditions as it may determine from time to time. Any person who becomes a Canadian Lender, for itself and on behalf of its Affiliates referred to above, shall be deemed to have consented to and confirmed: (A) the fonde de pouvoir as the person holding the power of attorney as aforesaid and to have ratified, as of the date it becomes a Canadian Lender or a Secured Party, all actions taken by the fonde de pouvoir as the person holding the power of attorney as aforesaid and to have ratified, as of the date it becomes a Canadian Lender or a Secured Party, all actions taken by the fonde de pouvoir in such capacity; and

Appointments and Authorizations; Actions. (a) A. Each Lender hereby appoints Citigroup Global Markets Inc., CSFB as its Joint Lead Arranger and Syndication Agent, each U.S. Lender appoints UBSW as Joint Lead Arranger, UBS AG, Stamford Branch, as its U.S. Administrative Agent, and each Canadian Revolving Loan Lender appoints Canadian Imperial Bank of Commerce, CIBC World Markets as its Canadian Administrative Documentation Agent under and for purposes of each Loan Document. Each Lender authorizes the applicable Administrative Agent and/or the Syndication each Agent to act on behalf of such Lender under each Loan Document and, in the absence of other written instructions from the Required Lenders received from time to time by the Agents any Agent (with respect to which each such Agent agrees that it will comply, except as otherwise provided in this Section subsection 9.1 or as otherwise advised by counsel in order to avoid contravention of applicable law), to exercise such powers hereunder and thereunder as are specifically delegated to or required of each 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) each Agent (in its capacity as an 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, each such Agent (in its capacity as an Agent) in any way relating to or arising out of any Loan Document, including reasonable attorneys' fees, and as to which each such Agent is not reimbursed by the BorrowersBorrower; provided 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 from such Agent's gross negligence, bad faith negligence or willful misconduct. No Agent shall 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 an any Agent shall be or become, in such Agent's determination, inadequate, 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 any Loan Document, no Agent shall have any duties or responsibilities except those expressly set forth herein, nor shall any such 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 either such any Agent. (b) Each Issuer shall act on behalf of the Lenders with respect to the Letters of Credit issued by it and the documents associated therewith until such time and except for so long as, with respect to any U.S. Issuer, the U.S. Administrative Agent and, with respect to any Canadian Issuer, the Canadian Administrative Agent, may agree at the request of the Required Lenders to act for such Issuer with respect thereto; provided that each Issuer shall have all of the benefits and immunities (i) provided to the Agents in this Section 11.1 with respect to any acts taken or omissions of such Issuer in connection with Letters of Credit issued by it or proposed to be issued by it and the applications and agreements for letters of credit pertaining to the Letters of Credit as fully as if the term "Agent", as used in this Section 11.1, included each such Issuer with respect to such acts or omissions, and (ii) as additionally provided in this Agreement with respect to each such Issuer. (c) Each Swing Line Lender shall have all of the benefits and immunities (i) provided to the Agents in this Section 11.1 with respect to any acts taken or omissions suffered by such Swing Line Lender in connection with Swing Line Loans made or proposed to be made by it as fully as if the term "Agent", as used in this Section 11.1, included such Swing Line Lender with respect to such acts or omissions and (ii) as additionally provided in this Agreement with respect to such Swing Line Lender. (d) B. The Lenders authorize the Administrative Agents Agent to hold, for and on behalf of the Lenders, security in the assets and properties of Holdings and each of its Subsidiaries securing the Obligations. (e) Without prejudice Bridge Escrow Account according to the foregoing, each Canadian Lender, terms and for itself and on behalf of each of its Affiliates referred to in part (b) the duration of the definition of "Secured Parties," hereby irrevocably appoints and authorizes the Canadian Administrative Agent (and any successor acting as the Canadian Administrative Agent) to act as the person holding the power of attorney (in such capacity, the "fonde de pouvoir") of each Canadian Lender and other such Secured Party as contemplated under Article 2692 of the Civil Code of Quebec, and to enter into, to take and to hold on their behalf, and for their benefit, each hypothec granted by the Canadian Borrower or any Canadian Subsidiary Guarantor under the Civil Code of Quebec (a "Hypothec"), and to exercise such powers and duties which are conferred upon the fonde de pouvoir under each Hypothec. Moreover, without prejudice to such appointment and authorization to act as the person holding the power of attorney as aforesaid, each Canadian Lender, for itself and on behalf of each of its Affiliates referred to above, hereby irrevocably appoints and authorizes the Canadian Administrative Agent (and any successor acting as the Canadian Administrative Agent) (in such capacity, the "Custodian") to act as agent and custodian for and on behalf of the Canadian Lenders and other such Secured Parties to hold and to be the sole registered holder of any debenture or bond which may be issued under any Hypothec, the whole notwithstanding Section 32 of the Act Respecting the Special Powers of Legal Persons (Quebec) or any other applicable law. In this respect, (i) (as specified in Section 2.8) records shall be kept indicating the names and addresses of, and the pro rata portion of the obligations and indebtedness secured by any pledge of any such debenture or bond and owing to each Canadian Lender, and (ii) each Canadian Lender and other such Secured Party will be entitled to the benefits of any collateral covered by any Hypothec and will participate in the proceeds of realization of any such collateral, the whole in accordance with the terms hereof. Each of the fonde de pouvoir and the Custodian shall (a) exercise, in accordance with the terms hereof, all rights and remedies given to the fonde de pouvoir and the Custodian (as applicable) with respect to the collateral under any Hypothec, any debenture or bond or pledge thereof relating to any Hypothec, applicable laws or otherwise, (b) benefit from and be subject to all provisions hereof with respect to the Administrative Agents mutatis mutandis including, without limitation, all such provisions with respect to the liability or responsibility to and indemnification by the Lenders, and (c) be entitled to delegate from time to time any of its powers or duties under any Hypothec, any debenture or bond or pledge thereof relating to any Hypothec, applicable laws or otherwise and on such terms and conditions as it may determine from time to time. Any person who becomes a Canadian Lender, for itself and on behalf of its Affiliates referred to above, shall be deemed to have consented to and confirmed: (A) the fonde de pouvoir as the person holding the power of attorney as aforesaid and to have ratified, as of the date it becomes a Canadian Lender or a Secured Party, all actions taken by the fonde de pouvoir as the person holding the power of attorney as aforesaid and to have ratified, as of the date it becomes a Canadian Lender or a Secured Party, all actions taken by the fonde de pouvoir in such capacity; andBridge Escrow Agreement.