Common use of Failure to Act Clause in Contracts

Failure to Act. Except for action expressly required of Agent hereunder and under the other Financing Agreements, Agent shall in all cases be fully justified in failing or refusing to act hereunder and thereunder unless it shall receive further assurances to its satisfaction from Lenders of their indemnification obligations under Section 12.5 hereof against any and all liability and expense that may be incurred by it by reason of taking or continuing to take any such action.

Failure to Act. Except for action expressly required of the Agent hereunder and or under the other Financing AgreementsLoan Documents, the Agent shall in all cases be fully justified in failing or refusing to act hereunder and thereunder unless it shall receive further assurances to its satisfaction from Lenders by the Banks of their indemnification obligations under Section 12.5 hereof 7.05 against any and all liability and expense that which may be incurred by it the Agent by reason of taking taking, continuing to take, or continuing failing to take any such action.

Failure to Act. Except for action expressly required of the Agent hereunder and under hereunder, the other Financing Agreements, Agent shall in all cases be fully justified in failing or refusing to act hereunder and thereunder unless it shall receive further assurances be indemnified to its satisfaction from by the Lenders of their indemnification obligations under Section 12.5 hereof against any and all liability and expense that which may be incurred by it by reason of taking or continuing to take any such action.

Failure to Act. Except for action expressly required of Agent hereunder and the Agent, as the case may be, hereunder, or under the other Financing AgreementsCredit Documents, the Agent shall in all cases be fully justified in failing or refusing to act hereunder and thereunder unless it shall receive further assurances to its satisfaction from by the Lenders of their indemnification obligations under Section 12.5 8.5 hereof against any and all liability and expense that which may be incurred by it by reason of taking or continuing to take any such action.

Failure to Act. Except for action expressly required of the Agent hereunder and or under any of the other Financing AgreementsCredit Documents, the Agent shall in all cases be fully justified in failing or refusing to act hereunder and or thereunder (as the case may be) unless it shall receive further assurances be indemnified to its satisfaction from Lenders of their indemnification obligations under Section 12.5 hereof by the Banks against any and all liability and expense that which may be incurred by it by reason of taking or continuing to take any such action.

Failure to Act. Except for action expressly required of Agent hereunder and hereunder, under the Letters of Credit or under the other Financing AgreementsLoan Documents, Agent shall in all cases be fully justified in failing or refusing to act hereunder and thereunder unless it shall receive further assurances to its satisfaction from by the Lenders of their indemnification obligations under Section 12.5 10.6 hereof against any and all liability and expense that which may be incurred by it by reason of taking or continuing to take any such action.

Failure to Act. Except for action expressly required of the Agent hereunder and under the other Financing AgreementsLoan Documents, the Agent shall in all cases be fully justified in failing or refusing to act hereunder and thereunder unless it shall receive further assurances to its satisfaction from the Lenders of their indemnification obligations under Section 12.5 10.05 hereof against any and all liability and expense that may be incurred by it by reason of taking or continuing to take any such action.

Failure to Act. Except for action expressly required of Agent hereunder and or under the other Financing AgreementsLoan Documents, Agent shall in all cases be fully justified in failing or refusing to act hereunder and thereunder unless it shall receive further assurances to its satisfaction from by the Lenders of their indemnification obligations under Section 12.5 10.6 hereof against any and all liability and expense that which may be incurred by it by reason of taking or continuing to take any such action.

Failure to Act. Except for action expressly required of Agent hereunder and under the other Financing AgreementsLoan Documents, Agent shall in all cases be fully justified in failing or refusing to act hereunder and thereunder unless it shall receive further assurances to its satisfaction from the Lenders of their indemnification obligations under Section 12.5 9.5 hereof against any and all liability and expense that may be incurred by it by reason of taking or continuing to take any such action.

Failure to Act. Except for action expressly required of the Agent hereunder and under the other Financing AgreementsBasic Documents, the Agent shall in all cases be fully justified in failing or refusing to act hereunder and thereunder unless it shall receive further assurances to its satisfaction from the Lenders of their indemnification obligations under Section 12.5 11.05 hereof against any and all liability and expense that may be incurred by it by reason of taking or continuing to take any such action.

Failure to Act. Except for action expressly required of an Agent hereunder and hereunder, under the Letters of Credit or under the other Financing AgreementsLoan Documents, each Agent shall in all cases be fully justified in failing or refusing to act hereunder and thereunder unless it shall receive further assurances to its satisfaction from by the Lenders of their indemnification obligations under Section 12.5 10.6 hereof against any and all liability and expense that which may be incurred by it by reason of taking or continuing to take any such action.

Failure to Act. Except for action expressly required of -------------- the Agent hereunder and or under the other Financing AgreementsLoan Documents, the Agent shall in all cases be fully justified in failing or refusing to act hereunder and thereunder unless it shall receive further assurances to its satisfaction from Lenders by the Banks of their indemnification obligations under Section 12.5 hereof 7.05 against any and all liability and expense that which may be incurred by it the Agent by reason of taking taking, continuing to take, or continuing failing to take any such action.

Failure to Act. Except for action expressly required of the Administrative Agent hereunder and or under any of the other Financing AgreementsCredit Documents, each Agent shall in all cases be fully justified in failing or refusing to act hereunder and or thereunder (as the case may be) unless it shall receive further assurances be indemnified to its satisfaction from Lenders of their indemnification obligations under Section 12.5 hereof by the Banks against any and all liability and expense that which may be incurred by it by reason of taking or continuing to take any such action.

Failure to Act. Except for action expressly required of the Agent hereunder and under the other Financing AgreementsBasic Documents, the Agent shall in all cases be fully justified in failing or refusing to act hereunder and thereunder unless it shall receive further assurances to its satisfaction from Lenders the Banks of their indemnification obligations under Section 12.5 10.05 hereof against any and all liability and expense that may be incurred by it by reason of taking or continuing to take any such action.

Failure to Act. Except for action expressly required of Agent hereunder and under the other Financing Agreements, Agent shall in all cases be fully justified in failing or refusing to act hereunder and thereunder unless it shall receive further assurances to its satisfaction from Lenders of their indemnification obligations under Section 12.5 11.6 hereof against any and all liability and expense that may be incurred by it by reason of taking or continuing to take any such action.

Failure to Act. Except for action expressly required of any Agent hereunder and under the other Financing AgreementsLoan Documents, such Agent shall in all cases be fully justified in failing or refusing to act hereunder and thereunder under any Loan Document unless it shall receive further assurances to its satisfaction from the Lenders of their indemnification obligations under Section 12.5 hereof SECTION 13.05 against any and all liability and expense that may be incurred by it by reason of taking or continuing to take any such action.

Failure to Act. Except for action expressly required of any Agent hereunder and under the other Financing AgreementsLoan Documents, each Agent shall in all cases be fully justified in failing or refusing to act hereunder and thereunder unless it shall receive further assurances to its satisfaction from the Lenders of their indemnification obligations under Section 12.5 11.5 hereof against any and all liability and expense that may be incurred by it by reason of taking or continuing to take any such action.

Failure to Act. Except for action expressly required of Agent hereunder and under the other Financing Agreements, Agent shall in all cases be fully justified in failing or refusing to act hereunder and thereunder unless it shall receive further assurances to its satisfaction from Lenders Secured Parties of their indemnification obligations under Section 12.5 hereof against any and all liability and expense that may be incurred by it by reason of taking or continuing to take any such action.

Failure to Act. Except for action expressly required of any Agent hereunder and under the other Financing AgreementsLoan Documents, such Agent shall in all cases be fully justified in failing or refusing to act hereunder and thereunder under any Loan Document unless it shall receive further assurances to its satisfaction from the Lenders of their indemnification obligations under Section 12.5 hereof 13.05 against any and all liability and expense that may be incurred by it by reason of taking or continuing to take any such action.

Failure to Act. Except for action expressly required of Agent hereunder and under the other Financing AgreementsLoan Documents, Agent shall in all cases be fully justified in failing or refusing to act hereunder and thereunder unless it shall receive further assurances to its satisfaction from Lenders of their indemnification obligations under Section 12.5 9.5 hereof against any and all liability and expense that may be incurred by it by reason of taking or continuing to take any such action.

Failure to Act. Except for action expressly required of Agent hereunder and under the other Financing Financing- Agreements, Agent shall in all cases be fully justified in failing or refusing to act hereunder and thereunder unless it shall receive further assurances to its satisfaction from Lenders of their indemnification obligations under Section 12.5 hereof against any and all liability and expense that may be incurred by it by reason of taking or continuing to take any such action.

Failure to Act. Except for action expressly required of the Agent hereunder and under the other Financing AgreementsBasic Documents, the Agent shall in all cases be fully justified in failing or refusing to act hereunder and thereunder unless it shall receive further assurances to its satisfaction from Lenders the Banks of their indemnification obligations under Section 12.5 11.05 hereof against any and all liability and expense that may be incurred by it by reason of taking or continuing to take any such action.

Failure to Act. Except for action expressly required of an Agent hereunder and under the other Financing AgreementsLoan Documents, each Agent shall in all cases be fully justified in failing or refusing to act hereunder and thereunder unless it shall receive further assurances to its satisfaction from the Lenders of their indemnification obligations under Section 12.5 hereof 10.7 against any and all liability and expense that may be incurred by it by reason of taking or continuing to take any such action.

Failure to Act. Except for action expressly required of Agent hereunder and under the other Financing AgreementsLoan Documents, Agent shall in all cases be fully justified in failing or refusing to act hereunder and thereunder unless it shall receive further assurances to its satisfaction from Lenders of their indemnification obligations under Section 12.5 15.7 hereof against any and all liability and expense that may be incurred by it by reason of taking or continuing to take any such action.

Failure to Act. Except for action expressly required of the Agent hereunder and or under the other Financing AgreementsLoan Documents, the Agent shall in all cases be fully justified in failing or refusing to act hereunder and thereunder unless it shall receive further assurances to its satisfaction from by the Lenders of their indemnification obligations under Section 12.5 hereof 9.5 against any and all liability and expense that which may be incurred by it the Agent by reason of taking taking, continuing to take, or continuing failing to take any such action.

Failure to Act. Except for action expressly required of Agent hereunder and under the other Financing AgreementsLoan Documents, Agent shall in all cases be fully justified in failing or refusing to act hereunder and thereunder unless it shall receive further assurances to its satisfaction from Lenders of their indemnification obligations under Section 12.5 14.5 hereof against any and all liability and expense that may be incurred by it by reason of taking or continuing to take any such action.

Failure to Act. Except for action expressly required of Agent Agents hereunder and under the other Financing Agreements, each Agent shall in all cases be fully justified in failing or refusing to act hereunder and thereunder unless it shall receive further assurances to its satisfaction from Lenders (including any Lender in its capacity as a counterparty to a Hedging Agreement or provider of Bank Products and Cash Management Services) of their indemnification obligations under Section 12.5 hereof against any and all liability and expense that may be incurred by it by reason of taking or continuing to take any such action.

Failure to Act. Except for action expressly required of the Agent hereunder and under hereunder, the other Financing Agreements, Agent shall in all cases be fully justified in failing or refusing to act hereunder and thereunder unless it shall receive further assurances to its satisfaction from the Lenders of their indemnification obligations under Section 12.5 hereof 13.7 against any and all liability and expense that may be incurred by it by reason of taking or continuing to take any such action.

Failure to Act. Except for action expressly required of the Agent hereunder and or under the other Financing AgreementsLoan Documents, the Agent shall in all cases be fully justified in failing or refusing to act hereunder and thereunder unless it shall receive further assurances to its satisfaction from by the Lenders of their indemnification obligations under Section 12.5 hereof 7.05 against any and all liability and expense that which may be incurred by it the Agent by reason of taking taking, continuing to take, or continuing failing to take any such action.

Failure to Act. Except for action expressly required of the Agent hereunder hereunder, under the Letters of Credit and under the other Financing AgreementsLoan Documents, the Agent shall in all cases be fully justified in failing or refusing to act hereunder and thereunder unless it shall receive further assurances to its satisfaction from by the Lenders of their indemnification obligations under Section 12.5 9.5 hereof against any and all liability and expense that which may be incurred by it by reason of taking or continuing to take any such action.

Failure to Act. Except for action expressly required of the Agent hereunder and or under the other Financing AgreementsLoan Documents, the Agent shall in all cases be fully justified in failing or refusing to act hereunder and thereunder unless it shall receive further assurances to its satisfaction from Lenders by the Banks of their indemnification obligations under Section 12.5 hereof 7.5 against any and all liability and expense that which may be incurred by it the Agent by reason of taking taking, continuing to take, or continuing failing to take any such action.

Failure to Act. Except for action expressly required of an Agent hereunder and under the other Financing AgreementsLoan Documents, Agent the Agents shall in all cases be fully justified in failing or refusing to act hereunder and thereunder unless it shall receive further assurances to its satisfaction from Lenders of their indemnification obligations under Section 12.5 10.09 hereof against any and all liability and expense that may be incurred by it by reason of taking or continuing to take any such action.

Failure to Act. Except for action expressly required of Agent hereunder and hereunder, under the Letters of Credit or under the other Financing AgreementsLoan Documents, Agent shall in all cases be fully justified in failing or refusing to act hereunder and thereunder unless it shall receive further assurances to its satisfaction from by the Lenders of their indemnification obligations under Section 12.5 SECTION 10.6 hereof against any and all liability and expense that which may be incurred by it by reason of taking or continuing to take any such action.

Failure to Act. Except for action expressly required of Agent or any Co-Collateral Agent hereunder and under the other Financing Agreements, Agent and each Co-Collateral Agent shall in all cases be fully justified in failing or refusing to act hereunder and thereunder unless it shall receive further assurances to its satisfaction from Lenders of their indemnification obligations under Section 12.5 14.5 hereof against any and all liability and expense that may be incurred by it by reason of taking or continuing to take any such action.

Failure to Act. Except for action expressly required of Agent hereunder and under the other Financing Agreements, Agent shall in all cases be fully justified in failing or refusing to act hereunder and thereunder unless it shall receive further assurances to its satisfaction from Lenders of their indemnification obligations under Section 12.5 11.6 hereof against any and all liability and expense that may be incurred by it by reason of taking or continuing to take any such actionaction or if any such action may effect a forfeiture, modification or termination of property of a Defaulting Lender in violation of any Debtor Relief Law.

Failure to Act. Except for action expressly required of Agent hereunder and under the other Financing AgreementsLoan Documents, Agent shall in all cases be fully justified in failing or refusing to act hereunder and thereunder unless it shall receive further assurances to its satisfaction from Lenders of their indemnification obligations under Section 12.5 13.6 hereof against any and all liability and expense that may be incurred by it by reason of taking or continuing to take any such action.

Failure to Act. Except for action expressly required of Agent hereunder the Agents hereunder, under the Bankers' Acceptances, under the Letters of Credit and under the other Financing AgreementsLoan Documents, Agent the Agents shall in all cases be fully justified in failing or refusing to act hereunder and thereunder unless it they shall receive further assurances to its their satisfaction from Lenders by the Banks of their indemnification obligations under Section 12.5 hereof against any and all liability and expense that which may be incurred by it them by reason of taking or continuing to take any such action.

Failure to Act. Except for action expressly required of the Agent hereunder or the Issuer hereunder, under the Letters of Credit and under the other Financing AgreementsLoan Documents, the Agent and such Issuer shall in all cases be fully justified in failing or refusing to act hereunder and thereunder unless it shall receive further assurances to its satisfaction from Lenders by the Banks of their indemnification obligations under Section 12.5 8.5 hereof against any and all liability and expense that which may be incurred by it by reason of taking or continuing to take any such action.

Failure to Act. Except for action expressly required of the Agent hereunder and under the other Financing AgreementsLoan Documents, the Agent shall in all cases be fully justified in failing or refusing to act hereunder and thereunder unless it shall receive further assurances to its satisfaction from the Lenders of their indemnification obligations under Section 12.5 SECTION 9.5 hereof against any and all liability and expense that may be incurred by it by reason of taking or continuing to take any such action.

Failure to Act. Except for action expressly required of Agent hereunder and under the other Financing Agreements, Agent shall in all cases be fully justified in failing or refusing to act hereunder and thereunder unless it shall receive further assurances to its satisfaction from Lenders of their indemnification obligations under Section 12.5 12.15 hereof against any and all liability and expense that may be incurred by it by reason of taking or continuing to take any such action.

Failure to Act. Except for action expressly required of Agent hereunder and under the other Financing AgreementsLoan Documents, Agent shall in all cases be fully justified in failing or refusing to act hereunder and thereunder unless it shall receive further assurances to its satisfaction from Lenders of their indemnification obligations under Section 12.5 SECTION 9.5 hereof against any and all liability and expense that may be incurred by it by reason of taking or continuing to take any such action.

Failure to Act. Except for action expressly required of Agent hereunder and the Agent, as the case may be, hereunder, or under the other Financing AgreementsCredit Documents, the Agent shall in all cases be fully justified in failing or refusing to act hereunder and thereunder unless it shall receive further assurances to its satisfaction from by the Lenders of their indemnification obligations under Section 12.5 8.5 hereof against any and all liability and expense that which may be incurred by it by reason of taking or continuing to take any such action.. 8.8

Failure to Act. Except for action expressly required of Agent the Agents hereunder and under the other Financing AgreementsCredit Documents, each Agent shall in all cases be fully justified in failing or refusing to act hereunder and thereunder unless it shall receive further assurances to its satisfaction from the Lenders of their indemnification obligations under Section 12.5 10.05 hereof against any and all liability and expense that may be incurred by it by reason of taking or continuing to take any such action.

Failure to Act. Except for action expressly required of the Agent hereunder under this Agreement and under the other Financing AgreementsDocuments to which the Agent is intended to be a party, the Agent shall in all cases be fully justified in failing or refusing to act hereunder under this Agreement and thereunder under the other Financing Documents unless it shall receive further assurances to its satisfaction from the Lenders of their indemnification obligations under Section 12.5 hereof 10.05 against any and all liability and expense that which may be incurred by it by reason of taking or continuing to take any such action.

Failure to Act. Except for action expressly required of an Agent hereunder and under the other Financing Agreements, an Agent shall in all cases be fully justified in failing or refusing to act hereunder and thereunder unless it shall receive further assurances to its satisfaction from Lenders of their indemnification obligations under Section 12.5 14.5 hereof against any and all liability and expense that may be incurred by it by reason of taking or continuing to take any such action.

Failure to Act. Except for action expressly required of the Agent hereunder and under hereunder, the other Financing Agreements, Agent shall in all cases be fully justified in failing or refusing to act hereunder and thereunder unless it shall receive further assurances to its satisfaction from the Lenders of their indemnification obligations under Section 12.5 hereof 14.7 against any and all liability and expense that may be incurred by it by reason of taking or continuing to take any such action.

Failure to Act. Except for action expressly required of Agent hereunder and under the other Financing Agreements, Agent shall in all cases be fully justified in failing or refusing to act hereunder and thereunder unless it shall receive further assurances to its satisfaction from Lenders of their indemnification obligations under Section 12.5 hereof against 119 any and all liability and expense that may be incurred by it by reason of taking or continuing to take any such action.

Failure to Act. Except for action expressly required of Agent hereunder and or under the other Financing AgreementsLoan Documents, Agent shall in all cases be fully justified in failing or refusing to act hereunder and thereunder unless it shall receive further assurances to its satisfaction from by the Lenders of their indemnification obligations under Section 12.5 hereof 7.6 against any and all liability and expense that which may be incurred by it Agent by reason of taking taking, continuing to take, or continuing failing to take any such action.

Failure to Act. Except for action expressly required of an Agent hereunder and under the other Financing AgreementsOperative Documents, such Agent shall in all cases be fully justified in failing or refusing to act hereunder and thereunder unless it shall receive further assurances to its satisfaction from Lenders the Purchasers of their indemnification obligations under Section 12.5 15(e) hereof against any and all liability and expense that may be incurred by it by reason of taking or continuing to take any such action.

Failure to Act. Except for action expressly required of the Agent hereunder and or under the other Financing AgreementsLoan Documents, the Agent shall in all cases be fully justified in failing or refusing to act hereunder and thereunder unless it shall receive further assurances to its satisfaction from Lenders by the Banks of their indemnification obligations under Section 12.5 hereof 9.05 against any and all liability and expense that which may be incurred by it the Agent by reason of taking taking, continuing to take, or continuing failing to take any such action.

Failure to Act. Except for action expressly required of Agent hereunder and under the other Financing Financing- Agreements, Agent shall in all cases be fully justified in failing or refusing to act hereunder and thereunder unless it shall receive further assurances to its satisfaction from Lenders of their indemnification obligations under Section 12.5 hereof against any and all liability and expense that may be incurred by it by reason of taking or continuing to take any such action.. 12.8

Failure to Act. Except for action expressly required of any Agent hereunder and under the other Financing AgreementsLoan Documents, such Agent shall in all cases be fully justified in failing or refusing to act hereunder and thereunder under any Loan Document unless it shall receive further assurances to its satisfaction from the Lenders of their indemnification obligations under Section 12.5 hereof 12.05 against any and all liability and expense that may be incurred by it by reason of taking or continuing to take any such action.

Failure to Act. Except for action expressly required of either Agent hereunder and hereunder, under the Letters of Credit or under the other Financing AgreementsLoan Documents, each Agent shall in all cases be fully justified in failing or refusing to act hereunder and thereunder unless it shall receive further assurances to its satisfaction from by the Lenders of their indemnification obligations under Section 12.5 hereof 10.06 against any and all liability and expense that which may be incurred by it by reason of taking or continuing to take any such action.

Failure to Act. Except for action expressly required of Agent hereunder and or under the other Financing AgreementsLoan Documents, Agent shall in all cases be fully justified in failing or refusing to act hereunder and thereunder unless it shall receive further assurances to its satisfaction from by the Lenders of their indemnification obligations under Section 12.5 SECTION 10.6 hereof against any and all liability and expense that which may be incurred by it by reason of taking or continuing to take any such action.

Failure to Act. Except for action expressly required of Agent hereunder and under the other Financing Agreements, Agent shall in all cases be fully justified in failing or refusing to act hereunder and thereunder unless it shall receive further assurances to its satisfaction from Lenders of their indemnification obligations under Section SECTION 12.5 hereof against any and all liability and expense that may be incurred by it by reason of taking or continuing to take any such action.

Failure to Act. Except for action expressly required of Agent hereunder and the Agent, as -------------- the case may be, hereunder, or under the other Financing AgreementsCredit Documents, the Agent shall in all cases be fully justified in failing or refusing to act hereunder and thereunder unless it shall receive further assurances to its satisfaction from by the Lenders of their indemnification obligations under Section 12.5 8.5 hereof against ----------- any and all liability and expense that which may be incurred by it by reason of taking or continuing to take any such action.

Failure to Act. Except for action expressly required of Agent hereunder and under the other Financing Agreements, Agent shall in all cases be fully justified in failing or refusing to act hereunder and thereunder unless it shall receive further assurances to its satisfaction from Lenders of their indemnification obligations under Section 12.5 13.5 hereof against any and all liability and expense that may be incurred by it by reason of taking or continuing to take any such action.

Failure to Act. Except for action expressly required of Agent hereunder and under the other Financing AgreementsLoan Documents, Agent shall in all cases be fully justified in failing or refusing to act hereunder and thereunder unless it shall receive further assurances to its satisfaction from Lenders of their indemnification obligations under Section 12.5 14.5 hereof against any and all liability and expense that may be incurred by it by reason of taking or continuing to take any such action.. 139

Failure to Act. Except for action actions expressly required of Agent hereunder and under the other Financing AgreementsLoan Documents, Agent shall in all cases be fully justified in failing or refusing to act hereunder and thereunder unless it shall receive further assurances to its satisfaction from the Lenders of their indemnification obligations under Section 12.5 hereof hereunder against any and all liability and expense that which may be incurred by it by reason of taking or continuing to take any such action.

Failure to Act. Except for action expressly required of Agent hereunder hereunder, under the Letters of Credit and under the other Financing AgreementsLoan Documents, Agent shall in all cases be fully justified in failing or refusing to act hereunder and thereunder unless it shall receive further assurances to its satisfaction from Lenders by the Banks of their indemnification obligations under Section 12.5 hereof against any and all liability and expense that which may be incurred by it by reason of taking or continuing to take any such action.

Failure to Act. Except for action expressly required of Agent hereunder and under the other Financing Agreements, Agent shall in all cases be fully justified in failing or refusing to act hereunder and thereunder unless it shall receive further assurances to its satisfaction from Lenders of their indemnification obligations under Section 12.5 14.5 hereof against any and all liability and expense that may be incurred by it by reason of taking or continuing to take any such action.

Failure to Act. Except for action expressly required of an Agent hereunder and under the other Financing AgreementsOperative Documents, such Agent shall in all cases be fully justified in failing or refusing to act hereunder and thereunder unless it shall receive further assurances to its satisfaction from Lenders the Financiers of their indemnification obligations under Section 12.5 15(e) hereof against any and all liability and expense that may be incurred by it by reason of taking or continuing to take any such action.

Failure to Act. Except for action expressly required of the Agent hereunder and or under the other Financing AgreementsLoan Documents, the Agent shall in all cases be fully justified in failing or refusing to act hereunder and thereunder unless it shall receive further assurances to its satisfaction from Lenders by the Banks of their indemnification obligations under Section 12.5 hereof 7.05 against any and all liability and expense that which may be incurred by it the Agent by reason of taking taking, continuing to take, or continuing failing to take any such action. SECTION 7.10.

Failure to Act. Except for action expressly required of Agent hereunder hereunder, and under the other Financing AgreementsLoan Documents, Agent shall in all cases be fully justified in failing or refusing to act hereunder and thereunder unless it shall receive further assurances to its satisfaction from the Lenders of their indemnification obligations under Section 12.5 hereof 14.15 against any and all liability and expense that may be incurred by it by reason of taking or continuing to take any such action.

Failure to Act. Except for action expressly required of Agent hereunder and or under the other Financing AgreementsLoan Documents, Agent shall in all cases be fully justified in failing or refusing to act hereunder and thereunder unless it shall receive further assurances to its satisfaction from by the Lenders of their indemnification obligations under Section 12.5 10.6 hereof against any and all liability and expense that which may be incurred by it by reason of taking or continuing to take any such action.. 10.9

Failure to Act. Except for action expressly required of Agent hereunder and under the other Financing AgreementsLoan Documents, Agent shall in all cases be fully justified in failing or refusing to act hereunder and thereunder unless it shall receive further assurances to its satisfaction from Lenders of their indemnification obligations under Section 12.5 hereof against any and all liability and expense that may be incurred by it by reason of taking or continuing to take any such action.thereunder:

Failure to Act. Except for action expressly required of any Agent hereunder and under the other Financing AgreementsLoan Documents, such Agent shall in all cases be fully justified in failing or refusing to act hereunder and thereunder under any Loan Document unless it shall receive further assurances to its satisfaction from the Lenders of their indemnification obligations under Section 12.5 hereof SECTION 13.05 against any and all liability and expense that may be incurred by it by reason of taking or continuing to take any such action.. 100

Failure to Act. Except for action expressly required of the Agent hereunder and under the other Financing AgreementsBasic Documents, the Agent shall in all cases be fully justified in failing or refusing to act hereunder and thereunder unless it shall receive further assurances to its satisfaction from Lenders the Lender of their its indemnification obligations under Section 12.5 11.04 hereof against any and all liability and expense that may be incurred by it by reason of taking or continuing to take any such action.

Failure to Act. Except for action expressly required of an Appointed Agent hereunder and under the other Financing Agreements, each Appointed Agent shall in all cases be fully justified in failing or refusing to act hereunder and thereunder unless it shall receive further assurances to its satisfaction from Lenders of their indemnification obligations under Section 12.5 hereof against any and all liability and expense that may be incurred by it by reason of taking or continuing to take any such action.

Failure to Act. Except for action expressly required of Agent hereunder and under one of the other Financing AgreementsAgents hereunder, Agent each of the Agents shall in all cases be fully justified in failing or refusing to act hereunder under this Agreement and thereunder the other Loan Documents unless it shall receive further assurances be indemnified to its satisfaction from by the Lenders of their indemnification obligations under Section 12.5 hereof against any and all liability and expense that expenses which may be incurred by it by reason of taking or continuing to take any such action.

Failure to Act. Except for action expressly required of any Agent hereunder and under the other Financing AgreementsLoan Documents, such Agent shall in all cases be fully justified in failing or refusing to act hereunder and thereunder under any Loan Document unless it shall receive further assurances to its satisfaction from the Lenders of their indemnification obligations under Section 12.5 hereof 10.05 against any and all liability and expense that may be incurred by it by reason of taking or continuing to take any such action.

Failure to Act. Except for action expressly required of the Agent hereunder and under the other Financing AgreementsLoan Documents, the Agent shall in all cases be fully justified in failing or refusing to act hereunder and thereunder unless it shall receive further assurances to its satisfaction from the Lenders of their indemnification obligations under Section 12.5 10.05 - 124 - hereof against any and all liability and expense that may be incurred by it by reason of taking or continuing to take any such action.

Failure to Act. Except for action expressly required of the Agent hereunder and or under any other Loan Document, the other Financing Agreements, Agent shall in all cases be fully justified in failing or refusing to act hereunder and or thereunder unless it shall receive further assurances be indemnified to its satisfaction from Lenders of their indemnification obligations under Section 12.5 hereof by the Banks against any and all liability and expense that which may be incurred by it by reason of taking or continuing to take any such action. Section 14.8.

Failure to Act. Except for any action expressly required of Agent hereunder and under the other Financing AgreementsLoan Documents, Agent shall in all cases be fully justified in failing or refusing to act hereunder and thereunder unless it thereunder; provided that the foregoing shall receive not prevent Agent from requiring further assurances from the Lenders, satisfactory to Agent in its satisfaction from Lenders sole discretion, of their indemnification obligations under Section 12.5 10.10 hereof against any and all liability and expense expenses that may be incurred by it by reason of taking or continuing to take any such action.

Failure to Act. Except for action expressly required of an Agent hereunder and or under the other Financing AgreementsSecurity Agreements or the Account Control Agreement, such Agent shall in all cases be fully justified in failing or refusing to act hereunder and or thereunder unless it shall receive further assurances to its satisfaction from the Lenders of their indemnification obligations under Section 12.5 13.05 hereof against any and all liability and expense that may be incurred by it by reason of taking or continuing to take any such action.

Failure to Act. Except for action expressly required of Agent hereunder and under the other Financing Agreements, Agent Agent, as the case may be, shall in all cases be fully justified in failing or refusing to act hereunder and thereunder unless it shall receive further assurances to its satisfaction from Lenders of their indemnification obligations under Section 12.5 hereof against any and all liability and expense that may be incurred by it by reason of taking or continuing to take any such action.

Failure to Act. Except for action expressly required of the Agent hereunder and under the other Financing AgreementsLoan Documents, the Agent shall in all cases be fully justified in failing or refusing to act hereunder and thereunder unless it shall receive further assurances to its satisfaction from by the Lenders of their indemnification obligations under Section 12.5 hereof against any and all liability and expense that which may be incurred by it by reason of taking or continuing to take any such action.

Failure to Act. Except for any action expressly required of Agent hereunder and under the other Financing AgreementsLoan Documents, Agent shall in all cases be fully justified in failing or refusing to act hereunder and thereunder unless it thereunder; provided that the foregoing shall receive not prevent Agent from requiring further assurances from the Lenders, satisfactory to Agent in its satisfaction from Lenders sole discretion, of their indemnification obligations under Section 12.5 10.10 hereof against any and all liability and expense expenses that may be incurred by it by reason of taking or continuing to take any such action. Section 10.13.

Failure to Act. Except for action expressly required of Agent -------------- hereunder and under the other Financing Agreements, Agent shall in all cases be fully justified in failing or refusing to act hereunder and thereunder unless it shall receive further assurances to its satisfaction from Lenders Lender of their its indemnification obligations under Section 12.5 13.5 hereof against any and all liability and expense that may be incurred by it by reason of taking or continuing to take any such action.

Failure to Act. Except for action expressly required of the Agent hereunder and under the other Financing AgreementsLoan Documents, the Agent shall in all cases be fully justified in failing or refusing to act hereunder and thereunder under the Loan Documents unless it shall receive further assurances be indemnified to its satisfaction from Lenders of their indemnification obligations under Section 12.5 hereof by the Banks against any and all liability liabilities and expense expenses that may be incurred by it by reason of taking or continuing to take any such action.

Failure to Act. Except for action expressly required of the Agent hereunder -------------- hereunder, under the Letters of Credit and under the other Financing AgreementsLoan Documents, the Agent shall in all cases be fully justified in failing or refusing to act hereunder and thereunder unless it shall receive further assurances to its satisfaction from Lenders by the Banks of their indemnification obligations under Section 12.5 9.5 ----------- hereof against any and all liability and expense that which may be incurred by it by reason of taking or continuing to take any such action.

Failure to Act. Except for action expressly required of any Agent hereunder and under the other Financing AgreementsLoan Documents, such Agent shall in all cases be fully justified in failing or refusing to act hereunder and thereunder under any Loan Document unless it shall receive further assurances to its satisfaction from the Lenders of their indemnification obligations under Section 12.5 hereof 15.05 against any and all liability and expense that may be incurred by it by reason of taking or continuing to take any such action.

Failure to Act. Except for action expressly required of Agent hereunder and under the other Financing AgreementsLoan Documents, Agent shall in all cases be fully justified in failing or refusing to act hereunder and thereunder unless it shall receive further assurances to its satisfaction from the Lenders of their indemnification obligations under Section 12.5 SECTION 9.5 hereof against any and all liability and expense that may be incurred by it by reason of taking or continuing to take any such action.

Failure to Act. Except for action expressly required of Agent hereunder and under the other Financing Agreements, The Agent shall in all cases be fully justified in failing or refusing to act hereunder and thereunder unless it shall receive further assurances to its satisfaction from Lenders indemnification by the Purchaser and other holders of their indemnification obligations under Section 12.5 hereof Notes as provided herein against any and all liability and expense that may be incurred by it by reason of taking or continuing to take any such action.

Failure to Act. Except for action actions expressly required of Agent Agents hereunder and under the other Financing AgreementsLoan Documents, each Agent shall in all cases be fully justified in failing or refusing to act hereunder and thereunder unless it the applicable Agent shall receive further assurances to its their respective satisfaction from Lenders of their indemnification obligations under Section 12.5 hereof against any and all liability and expense that may be incurred by it by reason of taking or continuing to take any such action.

Failure to Act. Except for action expressly required of the Agent hereunder and or under the other Financing AgreementsOperative Documents, the Agent shall in all cases be fully justified in failing or refusing to act hereunder and thereunder unless it shall receive further assurances to its satisfaction from by the Lenders of their indemnification obligations under Section 12.5 hereof 7.05 against any and all liability and expense that which may be incurred by it the Agent by reason of taking taking, continuing to take, or continuing failing to take any such action.

Failure to Act. Except for action expressly required of Agent hereunder and under the other Financing Agreements, Agent shall in all cases be fully justified in failing or refusing to act hereunder and thereunder unless it shall receive further assurances to its satisfaction from Lenders Lender of their indemnification obligations under Section 12.5 hereof against any and all liability and expense that may be incurred by it by reason of taking or continuing to take any such action.

Failure to Act. Except for action expressly required of the Agent hereunder and hereunder, under the Letters of Credit or under the other Financing AgreementsLoan Documents, the Agent shall in all cases be fully justified in failing or refusing to act hereunder and thereunder unless it shall receive further assurances to its satisfaction from by the Lenders of their indemnification obligations under Section 12.5 hereof SECTION 10.5 against any and all liability and expense that which may be incurred by it by reason of taking or continuing to take any such action.

Failure to Act. Except for action expressly required of the Agent hereunder and under the other Financing Agreements, the Agent shall in all cases be fully justified in failing or refusing to act hereunder and thereunder unless it shall receive further assurances to its satisfaction from the Lenders of their indemnification obligations under Section 12.5 hereof against any and all liability and expense that may be incurred by it by reason of taking or continuing to take any such action.

Failure to Act. Except for action expressly required of the Agent -------------- hereunder and under the other Financing AgreementsBasic Documents, the Agent shall in all cases be fully justified in failing or refusing to act hereunder and thereunder unless it shall receive further assurances to its satisfaction from the Lenders of their indemnification obligations under Section 12.5 11.05 hereof against any and all liability and expense that may be incurred by it by reason of taking or continuing to take any such action.

Failure to Act. Except for action expressly required of Agent -------------- hereunder and or under the other Financing AgreementsLoan Documents, Agent shall in all cases be fully justified in failing or refusing to act hereunder and thereunder unless it shall receive further assurances to its satisfaction from Lenders by Banks of their indemnification obligations under Section 12.5 hereof 3.05 against any and all liability and expense that which may be incurred by it Agent by reason of taking taking, continuing to take, or continuing failing to take any such action.

Failure to Act. Except for action expressly required of Agent hereunder and -------------- hereunder, under the Letters of Credit or under the other Financing AgreementsLoan Documents, Agent shall in all cases be fully justified in failing or refusing to act hereunder and thereunder unless it shall receive further assurances to its satisfaction from by the Lenders of their indemnification obligations under Section 12.5 10.6 hereof ------------ against any 63 and all liability and expense that which may be incurred by it by reason of taking or continuing to take any such action.

Failure to Act. Except for action expressly required of Agent hereunder and under the other Financing Agreements, Agent shall in all cases be fully justified in failing or refusing to act hereunder and thereunder unless it shall receive further assurances to its satisfaction from Lenders of their indemnification obligations under Section 12.5 12.6 hereof against any and all liability and expense that may be incurred by it by reason of taking or continuing to take any such action.

Failure to Act. Except for action expressly required of Agent Agents hereunder and under the other Financing Agreements, Agent Agents shall in all cases be fully justified in failing or refusing to act hereunder and thereunder unless it shall receive further assurances to its satisfaction from Lenders of their indemnification obligations under Section 12.5 hereof against any and all liability and expense that may be incurred by it by reason of taking or continuing to take any such action.

Failure to Act. Except for action expressly required of Agent hereunder and under the other Financing AgreementsLoan Documents, Agent shall in all cases be fully justified in failing or refusing to act hereunder and thereunder under any Loan Document unless it shall receive further assurances to its satisfaction from Lenders of their indemnification obligations under Section 12.5 hereof 11.5 against any and all liability and expense that may be incurred by it by reason of taking or continuing to take any such action.

Failure to Act. Except for action expressly required of Agent hereunder and under the other Financing Agreements, Agent shall in all cases be fully justified in failing or refusing to act hereunder and thereunder unless it shall receive further assurances to its satisfaction from Lenders of their indemnification obligations under Section 12.5 109 hereof against any and all liability and expense that may be incurred by it by reason of taking or continuing to take any such action.

Failure to Act. Except for action expressly required of the Agent hereunder and under hereunder, the other Financing Agreements, Agent shall in all cases be fully justified in failing or refusing to act hereunder and thereunder unless it shall receive further assurances to its reasonable satisfaction from the Lenders of their indemnification obligations under Section 12.5 hereof 12.05 against any and all liability and expense that may be incurred by it by reason of taking or continuing to take any such action.

Failure to Act. Except for action expressly required of Agent -------------- hereunder and under the other Financing Agreements, Agent shall in all cases be fully justified in failing or refusing to act hereunder and thereunder unless it shall receive further assurances to its satisfaction from Lenders Lender of their its indemnification obligations under Section 12.5 hereof against any and all liability and expense that may be incurred by it by reason of taking or continuing to take any such action.

Failure to Act. Except for action expressly required of the Agent hereunder and under hereunder, the other Financing Agreements, Agent shall in all cases be fully justified in failing or refusing to act hereunder and thereunder unless it shall receive further assurances to its satisfaction from the Lenders of their indemnification obligations under Section 12.5 0 hereof against any and all liability and expense that which may be incurred by it by reason of taking or continuing to take any such action.

Failure to Act. Except for action expressly required of Agent -------------- hereunder and under the other Financing Agreements, Agent shall in all cases be fully justified in failing or refusing to act hereunder and thereunder unless it shall receive further assurances to its satisfaction from Lenders of their indemnification obligations under Section 12.5 hereof against any and all liability and expense that may be incurred by it by reason of taking or continuing to take any such action.