Common use of Banks Clause in Contracts

Banks. Each Bank severally agrees to pay any amount required to be paid by the Co-Borrowers under paragraph (a) or (b) of this Section 9.03 to the Administrative Agent, each Issuing Bank and the Swingline Bank, and each Related Party of any of the foregoing Persons (each, an “Agent Indemnitee”) (to the extent not reimbursed by a Co-Borrower and without limiting the obligation of the Co-Borrowers to do so), ratably according to their respective Applicable Percentage in effect on the date on which indemnification is sought under this Section (or, if indemnification is sought after the date upon which the Commitments shall have terminated and the Loans shall have been paid in full, ratably in accordance with such Applicable Percentage immediately prior to such date), from and against any and all losses, claims, damages, liabilities and related expenses, including the fees, charges and disbursements of any kind whatsoever that may at any time (whether before or after the payment of the Loans) be imposed on, incurred by or asserted against such Agent Indemnitee in any way relating to or arising out of the Commitments, this Agreement, any of the other Loan Documents or any documents contemplated by or referred to herein or therein or the transactions contemplated hereby or thereby or any action taken or omitted by such Agent Indemnitee under or in connection with any of the foregoing; provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against such Agent Indemnitee in its capacity as such; provided further that no Bank shall be liable for the payment of any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements that are found by a final and nonappealable decision of a court of competent jurisdiction to have resulted from such Agent Indemnitee’s gross negligence or willful misconduct. The agreements in this Section shall survive the termination of this Agreement and the payment of the Loans and all other amounts payable hereunder.

Banks. Each Bank severally agrees to pay any amount required to be paid by the Co-Borrowers Borrower under paragraph (a) or (b) of this Section 9.03 to the Administrative Agent, each Issuing Bank and the Swingline Bank, and each Related Party of any of the foregoing Persons (each, an “Agent Indemnitee”) (to the extent not reimbursed by a Co-the Borrower and without limiting the obligation of the Co-Borrowers Borrower to do so), ratably according to their respective Applicable Percentage in effect on the date on which indemnification is sought under this Section (or, if indemnification is sought after the date upon which the Commitments shall have terminated and the Loans shall have been paid in full, ratably in accordance with such Applicable Percentage immediately prior to such date), from and against any and all losses, claims, damages, liabilities and related expenses, including the fees, charges and disbursements of any kind whatsoever that may at any time (whether before or after the payment of the Loans) be imposed on, incurred by or asserted against such Agent Indemnitee in any way relating to or arising out of the Commitments, this Agreement, any of the other Loan Documents or any documents contemplated by or referred to herein or therein or the transactions contemplated hereby or thereby or any action taken or omitted by such Agent Indemnitee under or in connection with any of the foregoing; provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against such Agent Indemnitee in its capacity as such; provided further that no Bank shall be liable for the payment of any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements that are found by a final and nonappealable decision of a court of competent jurisdiction to have resulted from such Agent Indemnitee’s gross negligence or willful misconduct. The agreements in this Section shall survive the termination of this Agreement and the payment of the Loans and all other amounts payable hereunder.

Banks. Each Bank severally agrees to pay any amount required to be paid i. Amending this Agreement; ii. Increasing the Loan amount; iii. Advancing or postponing the Drawdown; and iv. The change in Guarantors or method of guarantee; 4) The Extension Application put forward by the Co-Borrowers under paragraph (a) Borrower shall be deemed accepted upon the consent from the Joint Lead Underwriters while other Lending Banks may or (b) may not accept the Extension; in case that Lending Banks accept the Extension, they shall undertake their corresponding share of this Section 9.03 the balance of the Loan extended; in case that a Lending Bank does not accept the Extension, its relevant share of the balance of the Loan extended shall be automatically transferred to and undertaken by the Administrative Agent, each Issuing Bank Joint Lead Underwriters equally. 10.8 Fund Transfer among the Lending Banks and the Swingline Agency Bank, and each Related Party of any of the foregoing Persons (each, an “Agent Indemnitee” 1) (to the extent not reimbursed by a Co-Borrower and without limiting The Lending Banks assume the obligation of providing the Co-Borrowers to do so), ratably according to Loan in the sum specified in Schedule One herein; 2) The fund transfer among the Lending Banks and the Agency Bank will be conducted through the Lending Banks (or their respective Applicable Percentage in effect on branches) and the date on which indemnification clearing system of the PBOC at the place where the Agency Bank is sought located; transfer of fund by one party under this Section (orAgreement to the other party's account opened at PBOC of the aforesaid location is deemed the completion of payment; 3) The Drawdown Notice shall only be delivered by post or courier instead of being delivered by other means such as fax and e-mail; in case that it is delivered by post, if indemnification the time when the Agency Bank signs the receipt for the post is sought after deemed as the date upon which time of receipt; in case it is delivered by courier, the Commitments shall have terminated and time when the Loans shall have been paid in fullAgency Bank signs the receipt for it is deemed as the time of receipt; no matter what means of delivery is adopted, ratably in accordance with such Applicable Percentage immediately receipt by the Agency Bank of the Notice prior to the end of its business hour on a given day is deemed as having received on such date), from and against any and all losses, claims, damages, liabilities and related expenses, including the fees, charges and disbursements of any kind whatsoever that may at any time (whether before or after the payment of the Loans) be imposed on, incurred by or asserted against such Agent Indemnitee in any way relating to or arising out of the Commitments, this Agreement, any of the other Loan Documents or any documents contemplated by or referred to herein or therein or the transactions contemplated hereby or thereby or any action taken or omitted by such Agent Indemnitee under or in connection with any of the foregoing; provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against such Agent Indemnitee in its capacity as such; provided further that no Bank shall be liable for the payment of any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements that are found by a final and nonappealable decision of a court of competent jurisdiction to have resulted from such Agent Indemnitee’s gross negligence or willful misconduct. The agreements in this Section shall survive the termination of this Agreement and the payment of the Loans and all other amounts payable hereunder.day;

Banks. Each Any Finance Party may, after prior consultation with the Lead Bank severally agrees and with the prior written consent of SCTC Inc. (which shall not be unreasonably withheld or delayed), (save in respect of assignments, transfers or sub-participations to pay any amount required a Subsidiary or Affiliate of such transferor, assignor or sub-participator or a Finance Party or a Subsidiary or an Affiliate of a Finance Party in which case the consent of SCTC Inc. shall not be required, but the transferor, assignor or sub-participator shall notify SCTC Inc. promptly after such transfer, assignment or sub-participation) and subject to be paid by the Co-Borrowers under paragraph Clause 21.3:- (a) or assign its rights and benefits under its Facilities and this Agreement and each other Finance Document to which it is a party; or (b) transfer in accordance with Clause 21.4 its obligations under this Agreement and each other Finance Document; or (c) sub-participate all or any of its rights and/or obligations under the terms applicable to its Facilities and this Agreement and each other Finance Document to which it is a party; to an Eligible Transferee, where in each case (i) such assignee, transferee or sub-participant is acting as principal only; and (ii) the rights and/or obligations being assigned transferred or sub-participated to it represent all or a minimum of $5 million of the Commitment of the assignor, transferor or sub-participator; (iii) and such transfer does not of itself result in any Borrower or SCC being required to make an additional payment under Clause 9 in connection with any Finance Document. Any sub-participation to a Subsidiary or Affiliate of the sub-participator shall not be subject to the restrictions in (i), provided the sub-participator remains the principal, and (ii) above. Any Finance Party wishing to assign or transfer any of its rights and/or obligations under this Agreement (the "Proposed Transferor") shall first notify the Lead Bank of its intention so to do and the proposed terms of such assignment or transfer (the "Transfer Notice") and shall not be entitled to make such assignment or transfer until a period of fourteen days (the "14 Day Period") shall have elapsed from the date of receipt by the Lead Bank of the Transfer Notice. If, within the 14 Day Period, any Finance Party has notified the Proposed Transferor that it is willing to accept an assignment or transfer on the same terms as those detailed in the Transfer Notice and otherwise on the terms of this Section 9.03 Agreement (which notification shall be binding on such Finance Party) (an "Acceptance Notice") then the Proposed Transferor shall be obliged to make such assignment or transfer to such Finance Party and not to any third party. Such 14 Day Period shall not apply in respect of any assignment, transfer or sub-participation to a Finance Party, a Subsidiary or Affiliate of a Finance Party and the terms set out above shall not apply. If more than one Finance Party shall have given an Acceptance Notice to the Administrative AgentProposed Transferor within the 14 Day Period, each Issuing Bank and the Swingline Bank, and each Related Party of any of the foregoing Persons (each, an “Agent Indemnitee”) (to the extent not reimbursed by a Co-Borrower and without limiting the obligation of the Co-Borrowers Proposed Transferor hereunder shall be to do so)transfer to the first Finance Party to give an Acceptance Notice to the Proposed Transferor. If no Acceptance Notice is received from any Finance Party during the 14 Day Period with respect to a Transfer Notice, ratably according to their respective Applicable Percentage the Proposed Transferor may assign or transfer its rights and obligations specified in effect the Transfer Notice on the date on which indemnification is sought under this Section (or, if indemnification is sought after the date upon which the Commitments shall have terminated terms specified in such Transfer Notice and the Loans shall have been paid in full, ratably otherwise in accordance with such Applicable Percentage immediately prior to such date), from and against any and all losses, claims, damages, liabilities and related expenses, including the fees, charges and disbursements terms of this Agreement. No assignment or transfer of any kind whatsoever that may at any time (whether before or after the payment of the Loans) be imposed on, incurred by or asserted against such Agent Indemnitee in any way relating to or arising out of the Commitments, this Agreement, any of the other Loan Documents or any documents contemplated by or referred to herein or therein or the transactions contemplated hereby or thereby or any action taken or omitted by such Agent Indemnitee under or in connection with any of the foregoing; provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against such Agent Indemnitee in its capacity as such; provided further that no Bank shall be liable for the payment of any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements that are found by a final and nonappealable decision rights and/or obligations of a court of competent jurisdiction Finance Party hereunder may be made on terms which have not previously been notified in full to have resulted from such Agent Indemnitee’s gross negligence or willful misconduct. The agreements the Lead Bank in this Section shall survive a Transfer Notice in accordance with the termination terms of this Agreement and the payment of the Loans and all other amounts payable hereunderClause.

Banks. Each Bank severally Xxxxxxx, New York Branch hereby accepts this appointment and agrees to pay any amount required to be paid by act as the Co-Borrowers under paragraph (a) or (b) Credit Facility Agent for the Lenders and Issuing Banks in accordance with the terms of this Section 9.03 to the Administrative Agent, each Agreement. Each Lender and Issuing Bank hereby appoints and authorizes the Swingline BankCredit Facility Agent to execute and enter into each of the Common Terms Agreement, Intercreditor Agreement and Common Security and Account Agreement, and each Related Party other Finance Document to which it is party, on behalf of any such Lender and such Issuing Bank, in its name, place and stead, to bind it to the representations, warranties, terms and conditions contained therein and to act on behalf of such Lender or such Issuing Bank under each Finance Document to which it is a party and in the absence of other written instructions from the Required Lenders received from time to time by the Credit Facility Agent (with respect to which the Credit Facility Agent agrees that it will comply, except as otherwise provided in this Section 10.01 or as otherwise advised by counsel, and subject in all cases to the terms of the foregoing Persons (eachIntercreditor Agreement), an “Agent Indemnitee”) (to the extent not reimbursed by a Co-Borrower exercise such powers hereunder and without limiting the obligation thereunder as are specifically delegated to or required of the Co-Borrowers Credit Facility Agent by the terms hereof and thereof, together with such powers as may be reasonably incidental thereto. Where the Credit Facility Agent is required or permitted to do so), ratably according to their respective Applicable Percentage in effect on the date on which indemnification is sought act under this Section (orAgreement or under any other Finance Document, if indemnification is sought after the date upon which the Commitments shall have terminated and the Loans shall have been paid in fullCredit Facility Agent shall, ratably in accordance with such Applicable Percentage immediately prior to such date), from and against any and all losses, claims, damages, liabilities and related expenses, including the fees, charges and disbursements of any kind whatsoever that may at any time (whether before or after the payment of the Loans) be imposed on, incurred by or asserted against such Agent Indemnitee in any way relating to or arising out of the Commitments, this Agreement, any of the other Loan Documents or any documents contemplated by or referred to notwithstanding anything herein or therein to the contrary, (i) be entitled to request instruction or direction in respect of any such rights, powers and discretions or clarification of any written instruction received by it, as to whether, and in what manner, it should exercise or refrain from exercising its rights, powers and discretions and (ii) unless the transactions contemplated hereby or thereby or any action taken or omitted by such Agent Indemnitee under or in connection with any terms of the foregoing; provided agreement unambiguously mandate the action, may refrain from acting (and will incur no liability in refraining to act) until that direction, instruction or clarification is received by it from the unreimbursed expense relevant parties or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against such Agent Indemnitee in its capacity as such; provided further that no Bank shall be liable for the payment of any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements that are found by a final and nonappealable decision of from a court of competent jurisdiction to have resulted from such Agent Indemnitee’s gross negligence or willful misconductjurisdiction. The agreements Without limiting the generality of the foregoing sentence, the use of the term “agent” in this Section shall survive Agreement with reference to the termination Credit Facility Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of this Agreement any applicable Government Rule. Instead, such term is used merely as a matter of market custom, and the payment of the Loans and all other amounts payable hereunderis intended to create or reflect only an administrative relationship between independent contracting parties.

Banks. Each Bank severally agrees the Agent and the Company may, from time to pay any amount required to be paid by the Co-Borrowers under paragraph (a) time, enter into written amendments, supplements or (b) of this Section 9.03 modifications hereto and to the Administrative AgentNotes for the purpose of adding any provisions to this Agreement, each Issuing Bank the Notes or the other Loan Documents or changing in any manner the rights of the Banks or of the Company hereunder or thereunder or waiving, on such terms and conditions as the Swingline BankAgent may specify in such instrument, and each Related Party of any of the foregoing Persons (each, an “Agent Indemnitee”) (to the extent not reimbursed by a Co-Borrower and without limiting the obligation requirements of the Co-Borrowers to do so), ratably according to their respective Applicable Percentage in effect on the date on which indemnification is sought under this Section (or, if indemnification is sought after the date upon which the Commitments shall have terminated and the Loans shall have been paid in full, ratably in accordance with such Applicable Percentage immediately prior to such date), from and against any and all losses, claims, damages, liabilities and related expenses, including the fees, charges and disbursements of any kind whatsoever that may at any time (whether before or after the payment of the Loans) be imposed on, incurred by or asserted against such Agent Indemnitee in any way relating to or arising out of the Commitments, this Agreement, any of the Notes or the other Loan Documents or any documents contemplated by Default, Event of Default or referred Event of Termination and its consequences; provided, however, that no such waiver and no -------- ------- such amendment, supplement or modification shall directly or indirectly (a) reduce the amount or extend the maturity of any Note or any installment thereof, or reduce the rate or extend the time of payment of interest thereon, or reduce any fee payable to herein any Bank hereunder or therein extend the period for payment thereof, or change the duration or the transactions contemplated hereby or amount of any Bank's Commitment in each case without the consent of the Bank affected thereby or (b) amend, modify or waive any action taken provision of this Section or omitted reduce the percentage specified in the definition of Required Banks, or consent to the assignment or transfer by such Agent Indemnitee under or in connection with the Company of any of its rights and obligations under this Agreement, the foregoing; provided that Notes and the unreimbursed expense other Loan Documents, in each case without the written consent of all the Banks, or indemnified loss(c) amend, claimmodify or waive any provision of Section 8 without the written consent of the then Agent. Any such waiver and any such amendment, damagesupplement or modification shall apply equally to each of the Banks and shall be binding upon the Company, liability or related expensethe Banks, as the Agent, and all future holders of the Notes. In the case may beof any waiver, was incurred by or asserted against such the Company, the Banks and the Agent Indemnitee in its capacity as such; provided further that no Bank shall be liable for restored to their former position and rights hereunder and under the payment outstanding Notes, and any Default, Event of Default or Event of Termination waived shall be deemed to be cured and not continuing; but no such waiver shall extend to any portion subsequent or other Default, Event of such liabilitiesDefault or Event of Termination, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements that are found by a final and nonappealable decision of a court of competent jurisdiction to have resulted from such Agent Indemnitee’s gross negligence or willful misconduct. The agreements in this Section shall survive the termination of this Agreement and the payment of the Loans and all other amounts payable hereunderimpair any right consequent thereon.

Banks. Each Bank severally agrees to pay any amount required to be paid by the Co-Borrowers under paragraph (a) Subject to Clause 29.5, any Bank (the "Existing Bank") may, at any time, assign transfer or (b) novate all or any part of this Section 9.03 to the Administrative Agentits rights, each Issuing Bank benefits and the Swingline Bank, and each Related Party of any of the foregoing Persons (each, an “Agent Indemnitee”) (to the extent not reimbursed by a Co-Borrower and without limiting the obligation of the Co-Borrowers to do so), ratably according to their respective Applicable Percentage in effect on the date on which indemnification is sought obligations under this Section Agreement (including its Tranche A Revolving Commitment, Tranche B Revolving Commitment and its Standby L/C Commitment) in a minimum amount of DM 5,000,000 (or, if indemnification is sought after less, equal to its Tranche A Revolving Commitment, Tranche B Revolving Commitment and its Standby L/C Commitment) and each of the date other 128 Senior Finance Documents to another financial institution (the "New Bank") with the consent of the Company, such consent not to be unreasonably withheld or delayed and to have been deemed to have been given if not refused within 14 days of the relevant request by delivering, or causing to be delivered, to the Facility Agent, in the case of a transfer or a novation, a Novation Certificate duly completed and executed by the Existing Bank and the New Bank and to be executed upon receipt by the Facility Agent and upon details of such transfer or novation having been reflected in the control account referred to at Clause 31.3. (b) Unless otherwise expressly provided in any Security Document or otherwise expressly agreed between the Existing Bank and the New Bank and notified by the Existing Bank to the Trustee at the time at which the Commitments relevant transfer or novation takes effect under Clause 29.3 there shall have terminated automatically be transferred with any transfer or novated with any novation of the Existing Bank's rights and/or obligations under this Agreement, the Existing Bank's rights under or in respect of each of the other Senior Finance Documents which relate to that portion of the Existing Bank's rights and/or obligations under this Agreement and each of the other Senior Finance Documents which are the subject matter of such transfer or novation. (c) A Bank shall only be entitled to transfer or novate all or part of its rights, benefits and obligations under this Agreement to the extent that it transfers its rights, benefits and obligations under the Tranche B Revolving Facility and the Loans Standby L/C Facility in the same proportion that the Tranche B Revolving Commitments of each of the Banks bears to the Standby L/C Commitments of each of the Banks at such time and, for the purposes of this paragraph (c), any Ancillary Commitment of any Ancillary Bank shall have be ignored and treated as if such Bank's Tranche B Revolving Commitment had not been paid in full, ratably reduced in accordance with such Applicable Percentage immediately prior to such date), from and against any and all losses, claims, damages, liabilities and related expenses, including the fees, charges and disbursements of any kind whatsoever that may at any time (whether before or after the payment of the Loans) be imposed on, incurred by or asserted against such Agent Indemnitee in any way relating to or arising out of the Commitments, this Agreement, any of the other Loan Documents or any documents contemplated by or referred to herein or therein or the transactions contemplated hereby or thereby or any action taken or omitted by such Agent Indemnitee under or in connection with any of the foregoing; provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against such Agent Indemnitee in its capacity as such; provided further that no Bank shall be liable for the payment of any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements that are found by a final and nonappealable decision of a court of competent jurisdiction to have resulted from such Agent Indemnitee’s gross negligence or willful misconduct. The agreements in this Section shall survive the termination of this Agreement and the payment of the Loans and all other amounts payable hereunderClause 7.

Banks. Each Bank severally agrees to pay any amount required to be paid by the Co-Borrowers under paragraph (a) or (b) of this Section 9.03 to the Administrative Agent, each Issuing Bank and the Swingline Bank, and each Related Party of any of the foregoing Persons (each, an “Agent Indemnitee”) (to the extent not reimbursed by a Co-Borrower and without limiting the obligation of the Co-Borrowers to do so), ratably according to their respective Applicable Percentage in effect on the date on which indemnification is sought under this Section (or, if indemnification is sought after the date upon which the Commitments shall have terminated and the Loans shall have been paid in full, ratably in accordance with such Applicable Percentage immediately prior to such date), from and against any and all losses, claims, damages, liabilities and related expenses, including the fees, charges and disbursements of any kind whatsoever that may at any time (whether before or after the payment of the Loans) be imposed on, incurred by or asserted against such Agent Indemnitee in any way relating to or arising out of the Commitments, this Agreement, any of the other Loan Documents or any documents contemplated by or referred to herein or therein or the transactions contemplated hereby or thereby or any action taken or omitted by such Agent Indemnitee under or in connection with any of the foregoing; provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against such Agent Indemnitee in its capacity as such; provided further that no Bank shall be liable for the payment of any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements that are found by a final and nonappealable decision of a court of competent jurisdiction to have resulted from such Agent Indemnitee’s gross negligence or willful misconduct. The agreements in this Section shall survive the termination of this Agreement and the payment of the Loans and all other amounts payable hereunder.. -

Banks. Each Bank severally agrees The Borrower represents and warrants that the Borrower has the corporate power and authority to pay enter into this Amendment and any amount required other instrument or agreement to be paid which it is a party contemplated hereby or relating hereto, and to consummate the Xxxxx Xxxxx'x Acquisition, and has duly authorized the execution and delivery of this Amendment, any such other instrument or agreement to which it is a party contemplated hereby or relating hereto, and each Acquisition Document to which it is a party by proper corporate action, and, except as set forth in Schedule 4.3 to the Co-Borrowers Credit Agreement, none of this Amendment, any such other instrument or agreement, any such Acquisition Document, the consummation of the Xxxxx Xxxxx'x Acquisition, or the agreements contained herein or therein contravene or constitute a default under paragraph (ai) any agreement, instrument or indenture to which the Borrower is a party or a signatory, (ii) a provision of the Borrower's Articles of Incorporation or Bylaws, or (iii) to the best of the Borrower's knowledge, any requirement of law presently in effect and applicable to the Borrower (except in the case of clause (i) or (b) iii), above, where such contravention or default could not adversely affect the validity or enforceability of this Section 9.03 Amendment, any such other instrument or agreement, or any such Acquisition Document, or constitute a Material Adverse Occurrence). The Borrower represents and warrants that, except as set forth in Schedule 4.3 to the Administrative AgentCredit Agreement, each Issuing Bank no consent, approval or authorization of or registration or declaration with any Person, including but not limited to any governmental authority, is required in connection with the execution and delivery by the Swingline BankBorrower of this Amendment or any other instrument or agreement to which it is a party contemplated hereby or relating hereto, the consummation by the Borrower of the Xxxxx Xxxxx'x Acquisition, or the performance of obligations of the Borrower herein or therein described, except for those which the Borrower has made or obtained and except where the failure to obtain such consent, approval or authorization or to make such registration or declaration could not adversely affect the validity or enforceability of this Amendment or any such other instrument or agreement, or constitute a Material Adverse Occurrence. The Borrower represents and warrants that this Amendment, any other instrument or agreement to which it is a party contemplated hereby or relating hereto, and each Related Party of any Acquisition Document to which it is a party are the legal, valid and binding obligations of the foregoing Persons (eachBorrower, an “Agent Indemnitee”) (to enforceable against the extent not reimbursed by a Co-Borrower and without limiting the obligation of the Co-Borrowers to do so), ratably according to their respective Applicable Percentage in effect on the date on which indemnification is sought under this Section (or, if indemnification is sought after the date upon which the Commitments shall have terminated and the Loans shall have been paid in full, ratably in accordance with such Applicable Percentage immediately prior their terms, subject to such date)limitations as to enforceability which might result from bankruptcy, from insolvency, moratorium and against other similar laws affecting creditors' rights generally and subject to general principles of equity. The Borrower warrants that no events have taken place and no circumstances exist at the date hereof which would give the Borrower a basis to assert a defense, offset or counterclaim to any and all losses, claims, damages, liabilities and related expenses, including the fees, charges and disbursements of any kind whatsoever that may at any time (whether before or after the payment claim of the Loans) be imposed on, incurred by or asserted against such Agent Indemnitee in Banks as to any way relating to or arising out obligations of the Commitments, this Agreement, any of Borrower to the other Loan Documents or any documents contemplated by or referred to herein or therein or the transactions contemplated hereby or thereby or any action taken or omitted by such Agent Indemnitee under or in connection with any of the foregoing; provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against such Agent Indemnitee in its capacity as such; provided further that no Bank shall be liable for the payment of any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements that are found by a final and nonappealable decision of a court of competent jurisdiction to have resulted from such Agent Indemnitee’s gross negligence or willful misconduct. The agreements in this Section shall survive the termination of this Agreement and the payment of the Loans and all other amounts payable hereunderBanks.

Banks. Each Bank severally agrees to pay any amount required to be paid by the Co-Borrowers under paragraph (a) Subject to Clause 29.5, any Bank (the "Existing Bank") may, at any time, assign transfer or (b) novate all or any part of this Section 9.03 to the Administrative Agentits rights, each Issuing Bank benefits and the Swingline Bank, and each Related Party of any of the foregoing Persons (each, an “Agent Indemnitee”) (to the extent not reimbursed by a Co-Borrower and without limiting the obligation of the Co-Borrowers to do so), ratably according to their respective Applicable Percentage in effect on the date on which indemnification is sought obligations under this Section Agreement (including its Revolving Commitment and its Standby L/C Commitment) in a minimum amount of DM 5,000,000 (or, if indemnification is sought after less, equal to its Revolving Commitment and its Standby L/C Commitment) and each of the date other Senior Finance Documents to another financial institution (the "New Bank") with the consent of the Company, such consent not to be unreasonably withheld or delayed and to have been deemed to have been given if not refused within 14 days of the relevant request by delivering, or causing to be delivered, to the Facility Agent, in the case of a transfer or a novation, a Novation Certificate duly completed and executed by the Existing Bank and the New Bank and to be executed upon receipt by the Facility Agent and upon details of such transfer or novation having been reflected in the control account referred to at Clause 31.3. (b) Unless otherwise expressly provided in any Security Document or otherwise expressly agreed between the Existing Bank and the New Bank and notified by the Existing Bank to the Trustee at the time at which the Commitments relevant transfer or novation takes effect under Clause 29.3 there shall have terminated automatically be transferred with any transfer or novated with any novation of the Existing Bank's rights and/or obligations under this Agreement, the Existing Bank's rights under or in respect of each of the other Senior Finance Documents which relate to that portion of the Existing Bank's rights and/or obligations under this Agreement and each of the other Senior Finance Documents which are the subject matter of such transfer or novation. (c) A Bank shall only be entitled to transfer or novate all or part of its rights, benefits and obligations under this Agreement to the extent that it transfers its rights, benefits and obligations under the Revolving Facility and the Loans Standby L/C Facility in the same proportion that the Revolving Commitments of each of the Banks bears to the Standby L/C Commitments of each of the Banks at such time and, for the purposes of this paragraph (c), any Ancillary Commitment of any Ancillary Bank shall have be ignored and treated as if such Bank's Revolving Commitment had not been paid in full, ratably reduced in accordance with such Applicable Percentage immediately prior to such date), from and against any and all losses, claims, damages, liabilities and related expenses, including the fees, charges and disbursements of any kind whatsoever that may at any time (whether before or after the payment of the Loans) be imposed on, incurred by or asserted against such Agent Indemnitee in any way relating to or arising out of the Commitments, this Agreement, any of the other Loan Documents or any documents contemplated by or referred to herein or therein or the transactions contemplated hereby or thereby or any action taken or omitted by such Agent Indemnitee under or in connection with any of the foregoing; provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against such Agent Indemnitee in its capacity as such; provided further that no Bank shall be liable for the payment of any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements that are found by a final and nonappealable decision of a court of competent jurisdiction to have resulted from such Agent Indemnitee’s gross negligence or willful misconduct. The agreements in this Section shall survive the termination of this Agreement and the payment of the Loans and all other amounts payable hereunderClause 7.

Banks. This Agreement shall be binding upon and inure to the benefit of the ----- parties hereto and their respective successors and assigns, except that the Company may not assign its rights or obligations hereunder, under the Warehousing Notes or under any other Loan Document without the prior written consent of the Required Bank. Each Bank severally agrees to pay any amount required to be paid by the Co-Borrowers under paragraph may (ai) or (b) of this Section 9.03 to the Administrative Agent, each Issuing Bank and the Swingline Bank, and each Related Party of any of the foregoing Persons (each, an “Agent Indemnitee”) (to the extent not reimbursed by a Co-Borrower and without limiting the obligation of the Co-Borrowers to do so), ratably according to their respective Applicable Percentage in effect on the date on which indemnification is sought under this Section (or, if indemnification is sought after the date upon which the Commitments shall have terminated and the Loans shall have been paid in full, ratably in accordance with such Applicable Percentage immediately prior to such date), from and against any and all losses, claims, damages, liabilities and related expenses, including the fees, charges and disbursements of any kind whatsoever that may at any time (whether before or after the payment of the Loans) be imposed on, incurred by or asserted against such Agent Indemnitee grant participations in any way relating to portion of its Warehousing Note and its Warehousing Commitment; and (ii) sell, assign, transfer or arising out of the Commitments, this Agreement, any of the other Loan Documents or any documents contemplated by or referred to herein or therein or the transactions contemplated hereby or thereby or any action taken or omitted by such Agent Indemnitee under or in connection with any of the foregoing; provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against such Agent Indemnitee in its capacity as such; provided further that no Bank shall be liable for the payment otherwise dispose of any portion of its Warehousing Commitment (with a proportionate share of its outstanding Warehousing Loans) or, if its Warehousing Commitment has terminated, its outstanding Warehousing Loans (each such liabilitiesgrant of a participation or interest so sold, obligationsassigned, lossestransferred or disposed of being herein called a "Transferred Interest") to (y) banks chartered under the laws of the United States or any State thereof or (z) insurance companies, damagesother lenders or mutual funds ("Transferees"). In addition, penaltiesthe Bank may pledge any portion of its Warehousing Note for security purposes to any Federal Reserve Bank. If a Bank makes any assignment to a Transferee, actionsthen such Transferee, judgmentsto the extent of such assignment (unless otherwise provided therein), suitsshall become a "Bank" hereunder and shall have all the rights and obligations of the Banks hereunder, costsand the transferring Bank shall be released from its duties and obligations under this Agreement to the extent of such assignment. The Company agrees to issue new Warehousing Notes to such Bank and/or Transferee following any such transfer that has the effect of making the Transferee a "Bank" under this Agreement, expenses or disbursements to reflect the transfer of the Transferred Interest to the Transferee. Without in any way limiting the rights of Transferees hereunder, the Company agrees that are found each Transferee shall be entitled to the benefits of Sections 2.05 and 2.06 to the extent of its Transferred Interest as if it were a "Bank" holding a Warehousing Commitment in an aggregate amount equal to such Transferred Interest, and that each Transferee may exercise any and all rights of banker's lien, setoff and counterclaim available pursuant to law with respect to its Transferred Interest as fully as if such Transferee were a direct lender to the Company. Notwithstanding the sale by a final Bank of any participation hereunder, (i) no participant shall be deemed to be or have the rights and nonappealable decision obligations of a court Bank hereunder except as provided in the preceding sentence and (ii) no Bank shall, in connection with selling any such participation, condition such Bank's rights in connection with consenting to amendments or granting waivers concerning any matter under any Loan Document upon obtaining the consent of competent jurisdiction such participant other than on matters relating to have resulted from (A) any reduction in the amount of any principal of, or the amount of or rate of interest on, Warehousing Note or Warehousing Loan in which such Agent Indemnitee’s gross negligence participation is sold, (B) any postponement of the date fixed for any payment of principal of or willful misconduct. The agreements in this Section shall survive interest on any Warehousing Note or Warehousing Loan, or the termination of this Agreement and any Warehousing Commitment, in which such participation is sold, or (C) the payment release or subordination of any material portion of any collateral other than pursuant to the Loans and all other amounts payable hereunderterms of any Loan Document.

Banks. Each Any Issuing Bank severally agrees may be replaced with the consent of the Administrative Agent (not to be unreasonably withheld, conditioned or delayed) at any time by written agreement among the Borrower, the Administrative Agent and the successor Issuing Bank. The Administrative Agent shall notify the Revolving Lenders of any such replacement of an Issuing Bank. At the time any such replacement becomes effective, the Borrower shall pay all unpaid fees accrued for the account of the replaced Issuing Bank pursuant to Section 2.12(b)(ii). From and after the effective date of any amount such replacement, (i) the successor Issuing Bank shall have all the rights and obligations of the replaced Issuing Bank under this Agreement with respect to Letters of Credit to be issued thereafter and (ii) references herein to the term “Issuing Bank” shall be deemed to refer to such 77 successor or to any previous Issuing Bank, or to such successor and all previous Issuing Banks, as the context shall require. After the replacement of any Issuing Bank hereunder, the replaced Issuing Bank shall remain a party hereto and shall continue to have all the rights and obligations of an Issuing Bank under this Agreement with respect to Letters of Credit issued by it prior to such replacement, but shall not be required to issue additional Letters of Credit. The Borrower may, at any time and from time to time with the consent of the Administrative Agent (which consent shall not be paid by unreasonably withheld, conditioned or delayed) and the Co-Borrowers relevant Revolving Lender, designate one or more additional Revolving Lenders to act as an Issuing Bank under the terms of this Agreement. Any Revolving Lender designated as an Issuing Bank pursuant to this paragraph (ai) who agrees in writing to such designation shall be deemed to be an “Issuing Bank” (in addition to being a Revolving Lender) in respect of Letters of Credit issued or (b) to be issued by such Revolving Lender, and, with respect to such Letters of this Section 9.03 Credit, such term shall thereafter apply to the Administrative Agent, each other Issuing Bank and the Swingline Bank, and each Related Party of any of the foregoing Persons (each, an “Agent Indemnitee”) (to the extent not reimbursed by a Co-Borrower and without limiting the obligation of the Co-Borrowers to do so), ratably according to their respective Applicable Percentage in effect on the date on which indemnification is sought under this Section (or, if indemnification is sought after the date upon which the Commitments shall have terminated and the Loans shall have been paid in full, ratably in accordance with such Applicable Percentage immediately prior to such date), from and against any and all losses, claims, damages, liabilities and related expenses, including the fees, charges and disbursements of any kind whatsoever that may at any time (whether before or after the payment of the Loans) be imposed on, incurred by or asserted against such Agent Indemnitee in any way relating to or arising out of the Commitments, this Agreement, any of the other Loan Documents or any documents contemplated by or referred to herein or therein or the transactions contemplated hereby or thereby or any action taken or omitted by such Agent Indemnitee under or in connection with any of the foregoing; provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against such Agent Indemnitee in its capacity as such; provided further that no Bank shall be liable for the payment of any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements that are found by a final and nonappealable decision of a court of competent jurisdiction to have resulted from such Agent Indemnitee’s gross negligence or willful misconduct. The agreements in this Section shall survive the termination of this Agreement and the payment of the Loans and all other amounts payable hereunderRevolving Lender.

Banks. Each 28.3.1 Any Bank severally agrees may, upon giving 15 days' prior notice of its intention to pay Rhodia and at any time after the expiration of a period of six months following the date of this Agreement, novate all or part of its Commitment (subject to a minimum amount required of (Euro)20,000,000 or its equivalent and higher multiples of (Euro)10,000,000 or its equivalent) or assign all or any of its rights and benefits to any bank or financial institution which is an Affiliate of that Bank without the consent of any party or (subject to the minimum amount aforesaid) to any other bank or financial institution with the prior written consent of Rhodia (such consent not to be paid unreasonably withheld or delayed. 28.3.2 Any novation shall be made by the Co-Borrowers under paragraph (a) or (b) of this Section 9.03 delivering to the Administrative AgentAgent a duly completed and executed Novation Notice whereupon, subject to the terms of that Novation Notice: (i) to the extent that in that Novation Notice the relevant Bank seeks to novate its share of an Advance and/or its Commitment, the Obligors and that Bank shall each Issuing be released from further obligations to each other and their respective rights against each other shall be cancelled (such rights and obligations being referred to as "DISCHARGED RIGHTS AND OBLIGATIONS") (ii) the Obligors and the relevant New Bank shall each assume new obligations towards each other and/or acquire new rights against each other which differ from the discharged rights and acquisitions only insofar as the Obligors and that New Bank have assumed and acquired the same in place of the Obligors and that Bank and (iii) the New Bank and the Swingline Bankother parties to this Agreement (other than the Obligors) shall acquire the same rights and assume the same obligations between themselves as at the date of novation as they would have acquired and assumed had that New Bank been an original party to this Agreement as a Bank with the rights and/or obligations acquired or assumed by it as a result of that novation (and, to that extent, the original Bank and those other parties shall each Related Party be released from further obligations to each other). 28.3.3 Each Novation Notice or notice of any of the foregoing Persons (each, an “Agent Indemnitee”) (assignment sent to the extent not reimbursed Agent shall be accompanied by a Co-Borrower and without limiting transfer fee payable to the obligation of Agent by the Co-Borrowers to do so), ratably according to their respective Applicable Percentage in effect on Bank seeking the date on which indemnification is sought under this Section (novation or, if indemnification is sought after the date upon which the Commitments shall have terminated and the Loans shall have been paid in full, ratably in accordance with such Applicable Percentage immediately prior to such date), from and against any and all losses, claims, damages, liabilities and related expenses, including the fees, charges and disbursements of any kind whatsoever that may at any time (whether before or after the payment of the Loans) be imposed on, incurred by or asserted against such Agent Indemnitee in any way relating to or arising out of the Commitments, this Agreement, any of the other Loan Documents or any documents contemplated by or referred to herein or therein or the transactions contemplated hereby or thereby or any action taken or omitted by such Agent Indemnitee under or in connection with any of the foregoing; provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against such Agent Indemnitee in its capacity as such; provided further that no Bank shall be liable for making the payment of any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements that are found by a final and nonappealable decision of a court of competent jurisdiction to have resulted from such Agent Indemnitee’s gross negligence or willful misconduct. The agreements in this Section shall survive the termination of this Agreement and the payment of the Loans and all other amounts payable hereunderassignment.