Common use of The Agents Clause in Contracts

The Agents. Citicorp North America, Inc. is hereby appointed to act as Administrative Agent and Collateral Agent on behalf of the Lenders. Each of the Lenders and each assignee of any such Lender hereby irrevocably authorizes each of the Agents to take such actions on behalf of such Lender or assignee and to exercise such powers as are specifically delegated to such Agent by the terms and provisions hereof and of the other Loan Documents, together with such actions and powers as are reasonably incidental thereto. Each Agent is hereby expressly authorized by each Secured Party, without hereby limiting any implied authority, (a) to receive on behalf of the Secured Parties all payments of principal of and interest on the Obligations, all payments and all other amounts due to the Secured Parties hereunder, and promptly to distribute to each Secured Party its proper share of each payment so received; (b) to give notice on behalf of each of the Lenders to Borrower of any Default specified in this Agreement of which such Agent has actual knowledge acquired in connection with its agency hereunder; (c) to distribute to each Lender copies of all notices, financial statements and other materials delivered by Borrower pursuant to this Agreement as received by such Agent; (d) to enter into the Security Documents on behalf of the Secured Parties; and (e) to claim all Obligations owed to any Secured Party against Borrower in its own name for the purpose of any Security Documents. None of the Agents nor any of their Related Parties shall be liable to the Lenders as such for any action taken or omitted to be taken by any of them except to the extent finally judicially determined to have resulted from its or his or her own gross negligence or willful misconduct, or be responsible for any statement, warranty or representation herein or the contents of any document delivered in connection herewith, or be required to ascertain or to make any inquiry concerning the performance or observance by any Loan Party of any of the terms, conditions, covenants or agreements contained in any Loan Document. Without limiting the foregoing, the Lenders acknowledge that the Collateral Agent will use commercially reasonable efforts to substantially comply with the requirements of the Arizona Blind Trust Act, with respect to Mortgaged Properties located in Arizona, pursuant to advice of Arizona local counsel to Borrower. However, the Collateral Agent will in no event be liable to the Lenders for non-compliance with the Arizona Blind Trust Act or for any consequences therefrom. The Agents shall not be responsible to the Lenders for the due execution, genuineness, validity, enforceability or effectiveness of this Agreement or any other Loan Documents or other instruments or agreements. Each Agent shall in all cases be fully protected in acting, or refraining from acting, in accordance with written instructions signed by the Requisite Lenders (or, when expressly required hereby, all the Lenders) and, except as otherwise specifically provided herein, such instructions and any action or inaction pursuant thereto shall be binding on all the Lenders. Each Agent shall, in the absence of actual knowledge to the contrary, be entitled to rely on any instrument or document believed by it in good faith to be genuine and correct and to have been signed or sent by the proper Person or persons. None of the Agents nor any of their Related Parties shall have any responsibility to the Loan Parties on account of the failure of or delay in performance or breach by any Lender of any of its obligations hereunder or to any Lender on account of the failure of or delay in performance or breach by any other Lender or the Loan Parties of any of their respective obligations hereunder or under any other Loan Document or in connection herewith or therewith. Each Agent may execute any and all duties hereunder by or through any of its Related Parties or any sub-agent appointed by it and shall be entitled to rely upon the advice of legal counsel selected by it with respect to all matters arising hereunder and shall not be liable for any action taken or suffered in good faith by it in accordance with the advice of such counsel. The Lenders hereby acknowledge that no Agent shall be under any duty to take any discretionary action permitted to be taken by it pursuant to the provisions of any Loan Document unless it shall be requested in writing to do so by the Requisite Lenders. Subject to the appointment and acceptance of a successor Agent as provided below, any Agent may resign at any time by notifying the Lenders, the Issuing Banks, the LC Facility Issuing Bank and Borrower. Upon any such resignation, the Requisite Lenders shall have the right to appoint a successor. If no successor shall have been so appointed by the Requisite Lenders and shall have accepted such appointment within 30 days after the retiring Agent gives notice of its resignation, then the retiring Agent may, on behalf of the Lenders, the Issuing Banks and the LC Facility Issuing Bank, appoint a successor Agent which shall be a bank with an office in New York, New York, having a combined capital and surplus of at least $500.0 million or an Affiliate of any such bank. Upon the acceptance of any appointment as an Agent hereunder by such a successor bank, such successor shall succeed to and become vested with all the rights, powers, privileges and duties of the retiring Agent and the retiring Agent shall be discharged from its duties and obligations hereunder. After an Agent’s resignation hereunder, the provisions of this Article and Section 9.05 shall continue in effect for its benefit in respect of any actions taken or omitted to be taken by it while it was acting as an Agent. With respect to the Loans made by it hereunder, each Agent in its individual capacity and not as an Agent shall have the same rights and powers as any other Lender and may exercise the same as though it were not an Agent, and such Agent and its Affiliates may accept deposits from, lend money to and generally engage in any kind of business with Borrower or any Subsidiary or other Affiliate thereof as if it were not an Agent. Each Lender acknowledges that it has, independently and without reliance upon any Agent or any other Lender and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Agreement. Each Lender also acknowledges that it will, independently and without reliance upon any Agent or any other Lender and based on such documents and information as it shall from time to time deem appropriate, continue to make its own decisions in taking or not taking action under or based upon this Agreement or any other Loan Document, any related agreement or any document furnished hereunder or thereunder. Notwithstanding anything to the contrary in this Agreement, neither CGMI and JPMSI, as Joint Lead Arrangers, nor JPMCB as Syndication Agent, in such respective capacities, shall have any obligations, duties or responsibilities, or shall incur any liabilities, under this Agreement or any other Loan Document.

The Agents. Citicorp North AmericaIn order to expedite the transactions contemplated by this Agreement, Inc. The Chase Manhattan Bank is hereby appointed to act as Administrative Agent and Collateral Agent on behalf of the Lenders. Each of the Lenders and each assignee of any such Lender Lender, hereby irrevocably authorizes each of the Agents to take such actions on behalf of such Lender or assignee and to exercise such powers as are specifically delegated to such Agent by the terms and provisions hereof and of the other Loan Documents, together with such actions and powers as are reasonably incidental thereto. Each Agent is hereby expressly authorized by each Secured Partythe Lenders, without hereby limiting any implied authority, (a) to receive on behalf of the Secured Parties Lenders all payments of principal of and interest on the ObligationsLoans, all payments and all other amounts due to the Secured Parties Lenders hereunder, and promptly to distribute to each Secured Party Lender its proper share of each payment so received; (b) to give notice on behalf of each of the Lenders to Borrower any of the Borrowers of any Default specified in this Agreement of which such Agent has actual knowledge acquired in connection with its agency hereunder; and (c) to distribute to each Lender copies of all notices, financial statements and other materials delivered by Borrower the Borrowers pursuant to this Agreement as received by such Agent; (d) to enter into the Security Documents on behalf of the Secured Parties; and (e) to claim all Obligations owed to any Secured Party against Borrower in its own name for the purpose of any Security Documents. None of the Agents Neither Agent nor any of their its Related Parties shall be liable to the Lenders as such for any action taken or omitted to be taken by any of them except to the extent finally judicially determined to have resulted from for its or his or her own gross negligence or willful wilful misconduct, or be responsible for any statement, warranty or representation herein or the contents of any document delivered in connection herewith, or be required to ascertain or to make any inquiry concerning the performance or observance by any Loan Party of any of the terms, conditions, covenants or agreements contained in any Loan Document. Without limiting the foregoing, the Lenders acknowledge that the Collateral Agent will use commercially reasonable efforts to substantially comply with the requirements of the Arizona Blind Trust Act, with respect to Mortgaged Properties located in Arizona, pursuant to advice of Arizona local counsel to Borrower. However, the Collateral Agent will in no event be liable to the Lenders for non-compliance with the Arizona Blind Trust Act or for any consequences therefrom. The Agents shall not be responsible to the Lenders for the due execution, genuineness, validity, enforceability or effectiveness of this Agreement or any other Loan Documents or other instruments or agreements. Each Agent shall in all cases be fully protected in acting, or refraining from acting, in accordance with written instructions signed by the Requisite Required Lenders (or, when expressly required hereby, all the Lenders) and, except as otherwise specifically provided herein, such instructions and any action or inaction pursuant thereto shall be binding on all the Lenders. Each Agent shall, in the absence of actual knowledge to the contrary, be entitled to rely on any instrument or document believed by it in good faith to be genuine and correct and to have been signed or sent by the proper Person person or persons. None of the Agents Neither any Agent nor any of their its Related Parties shall have any responsibility to the Loan Parties on account of the failure of or delay in performance or breach by any Lender of any of its obligations hereunder or to any Lender on account of the failure of or delay in performance or breach by any other Lender or the Loan Parties of any of their respective obligations hereunder or under any other Loan Document or in connection herewith or therewith. Each Agent may execute any and all duties hereunder by or through any of its Related Parties or any sub-agent appointed by it and shall be entitled to rely upon the advice of legal counsel selected by it with respect to all matters arising hereunder and shall not be liable for any action taken or suffered in good faith by it in accordance with the advice of such counsel. The Lenders hereby acknowledge that no neither Agent shall be under any duty to take any discretionary action permitted to be taken by it pursuant to the provisions of any Loan Document unless it shall be requested in writing to do so by the Requisite Required Lenders. Subject to the appointment and acceptance of a successor Agent as provided below, any either Agent may resign at any time by notifying the Lenders, the Issuing Banks, the LC Facility Issuing Bank and Borrowerthe Borrowers. Upon any such resignation, the Requisite Required Lenders shall have the right to appoint a successor. If no successor shall have been so appointed by the Requisite Required Lenders and shall have accepted such appointment within 30 days after the retiring Agent gives notice of its resignation, then the retiring Agent may, on behalf of the Lenders, the Issuing Banks Lenders and the LC Facility Issuing Bank, appoint a successor Agent which shall be a bank with an office in New York, New York, having a combined capital and surplus of at least $500.0 million 500,000,000 or an Affiliate of any such bank. Upon the acceptance of any appointment as an Agent hereunder by such a successor bank, such successor shall succeed to and become vested with all the rights, powers, privileges and duties of the retiring Agent and the retiring Agent shall be discharged from its duties and obligations hereunder. After an Agent’s resignation hereunder, the provisions of this Article and Section 9.05 10.05 shall continue in effect for its benefit in respect of any actions taken or omitted to be taken by it while it was acting as an Agent. With respect to the Loans made by it hereunder, each Agent in its individual capacity and not as an Agent shall have the same rights and powers as any other Lender and may exercise the same as though it were not an Agent, and such Agent and its Affiliates may accept deposits from, lend money to and generally engage in any kind of business with Borrower CCSC or any Subsidiary or other Affiliate thereof as if it were not an Agent. Each Lender acknowledges that it has, independently and without reliance upon any either Agent or any other Lender and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Agreement. Each Lender also acknowledges that it will, independently and without reliance upon any either Agent or any other Lender and based on such documents and information as it shall from time to time deem appropriate, continue to make its own decisions in taking or not taking action under or based upon this Agreement or any other Loan Document, any related agreement or any document furnished hereunder or thereunder. Notwithstanding anything Each Lender hereby authorizes the Administrative Agent to enter into the contrary in this Agreement, neither CGMI Intercreditor Agreement on behalf of such Lender and JPMSI, as Joint Lead Arrangers, nor JPMCB as Syndication Agent, in such respective capacities, shall have any obligations, duties or responsibilities, or shall incur any liabilities, under this Agreement or any other Loan Documentto exercise its rights and perform its obligations thereunder.

The Agents. Citicorp North AmericaIn order to expedite the transactions contemplated by this Agreement, Inc. Chase Bank of Texas, National Association is hereby appointed to act as Administrative Agent and Collateral Agent Chase is hereby appointed to act as CAF Agent, on behalf of the Lenders. Each of the Lenders and each assignee of any such Lender hereby irrevocably authorizes each of the Agents to take such actions on behalf of such Lender or assignee holder and to exercise such powers as are specifically delegated to such Agent the Agents by the terms and provisions hereof and of the other Loan Documentshereof, together with such actions and powers as are reasonably incidental thereto. Each The Administrative Agent is hereby expressly authorized by each Secured Partythe Lenders and the CAF Agent, without hereby limiting any implied authority, (a) to receive on behalf of the Secured Parties all payments of principal of Lenders and interest on the Obligations, all payments and all other amounts due to the Secured Parties hereunder, and promptly to distribute to each Secured Party its proper share of each payment so received; (b) to give notice on behalf of each of the Lenders to Borrower of any Default specified in this Agreement of which such CAF No Agent has actual knowledge acquired in connection with its agency hereunder; (c) to distribute to each Lender copies of all notices, financial statements and other materials delivered by Borrower pursuant to this Agreement as received by such Agent; (d) to enter into the Security Documents on behalf of the Secured Parties; and (e) to claim all Obligations owed to any Secured Party against Borrower in its own name for the purpose of any Security Documents. None of the Agents nor or any of their Related Parties its directors, officers, employees or agents shall be liable to the Lenders as such for any action taken or omitted to be taken by any of them except to the extent finally judicially determined to have resulted from for its or his or her own gross negligence or willful misconduct, or be responsible for any statement, warranty or representation herein or the contents of any document delivered in connection herewith, or be required to ascertain or to make any inquiry concerning the performance or observance by any Loan Party the Borrowers of any of the terms, conditions, covenants or agreements contained in any Loan Document. Without limiting the foregoing, the Lenders acknowledge that the Collateral Agent will use commercially reasonable efforts to substantially comply with the requirements of the Arizona Blind Trust Act, with respect to Mortgaged Properties located in Arizona, pursuant to advice of Arizona local counsel to Borrower. However, the Collateral Agent will in no event be liable to the Lenders for non-compliance with the Arizona Blind Trust Act or for any consequences therefromthis Agreement. The Agents shall not be responsible to the Lenders for the due execution, genuineness, validity, enforceability or effectiveness of this Agreement or any other Loan Documents or other instruments or agreements. Each Agent The Agents may deem and treat the Lender which makes any Loan as the holder of the indebtedness resulting therefrom for all purposes hereof until it shall have received notice from such Lender, given as provided herein, of the transfer thereof. The Agents shall in all cases be fully protected in acting, or refraining from acting, in accordance with written instructions signed by the Requisite Required Lenders (or, when expressly required hereby, all the Lenders) and, except as otherwise specifically provided herein, such instructions and any action or inaction pursuant thereto shall be binding on all the Lenders. Each Agent of the Agents shall, in the absence of actual knowledge to the contrary, be entitled to rely on any instrument or document believed by it in good faith to be genuine and correct and to have been signed or sent by the proper Person person or persons. None of the Agents nor No Agent or any of their Related Parties its directors, officers, employees or agents shall have any responsibility to the Loan Parties Borrowers on account of the failure of or delay in performance or breach by the other Agent or any Lender of any of its obligations hereunder or to the other Agent or any Lender on account of the failure of or delay in performance or breach by any other Lender Lender, the other Agent or the Loan Parties any Borrower of any of their respective obligations hereunder or under any other Loan Document or in connection herewith or therewithherewith. Each Agent of the Agents may execute any and all duties hereunder by or through any of its Related Parties agents or any sub-agent appointed by it employees and shall be entitled to rely upon the advice of legal counsel selected by it with respect to all matters arising hereunder and shall not be liable for any action taken or suffered in good faith by it in accordance with the advice of such counsel. The Lenders hereby acknowledge that no Agent the Agents shall be under any no duty to take any discretionary action permitted to be taken by it pursuant to the provisions of any Loan Document this Agreement unless it shall be requested in writing to do so by the Requisite Required Lenders. Subject to the appointment and acceptance of a successor Agent as provided below, any either Agent may resign at any time by notifying the Lenders, Lenders and the Issuing Banks, the LC Facility Issuing Bank and BorrowerBorrowers. Upon any such resignation, the Requisite Required Lenders shall have the right to appoint a successorsuccessor Agent acceptable to the Borrowers. If no successor shall have been so appointed by the Requisite Required Lenders and shall have accepted such appointment within 30 days after the retiring Agent gives notice of its resignation, then the retiring Agent may, on behalf of the Lenders, the Issuing Banks and the LC Facility Issuing Bank, appoint a successor Agent which shall be a bank with an office in New York, New York, having a combined capital and surplus of at least $500.0 million or an Affiliate of any such bank. Upon the acceptance of any appointment as an Agent hereunder by such a successor bank, such successor shall succeed to and become vested with all the rights, powers, privileges and duties of the retiring Agent and the retiring Agent shall be discharged from its duties and obligations hereunder. After an Agent’s resignation hereunder, the provisions of this Article and Section 9.05 shall continue in effect for its benefit in respect of any actions taken or omitted to be taken by it while it was acting as an Agent. With respect to the Loans made by it hereunder, each Agent of the Agents, in its individual capacity and not as an Agent shall have the same rights and powers as any other Lender and may exercise the same as though it were not an Agent, and such Agent each of the Agents and its their Affiliates may accept deposits from, lend money to and generally engage in any kind of business with Borrower the Borrowers or any Subsidiary or other Affiliate thereof as if it were not an Agent. Each Lender agrees (i) to reimburse the Agents, on demand, in the amount of its pro rata share (based on its Commitment hereunder or, if the Commitments shall have been terminated, the amount of its outstanding Loans) of any expenses incurred for the benefit of the Lenders in its role as Agent, including counsel fees and compensation of agents and employees paid for services rendered on behalf of the Lenders, which shall not have been reimbursed by the Borrowers and (i) to indemnify and hold harmless each of the Agents and any of its directors, officers, employees or agents, on demand, in the amount of such pro rata share, from and against any and all liabilities, taxes, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever which may be imposed on, incurred by or asserted against it in any way relating to or arising out of this Agreement or any action taken or omitted by it under this Agreement to the extent the same shall not have been reimbursed by the Borrowers; provided that no Lender shall be liable to any Agent for any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements resulting from the gross negligence or willful misconduct of such Agent or any of its directors, officers, employees or agents. Each Lender agrees that any allocation made in good faith by the Agents of expenses or other amounts referred to in this paragraph between this Agreement and the Facility B Credit Agreement shall be conclusive and binding for all purposes. Each Lender acknowledges that it has, independently and without reliance upon any Agent the Agents or any other Lender and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Agreement. Each Lender also acknowledges that it will, independently and without reliance upon any Agent the Agents or any other Lender and based on such documents and information as it shall from time to time deem appropriate, continue to make its own decisions in taking or not taking action under or based upon this Agreement or any other Loan Document, any related agreement or any document furnished hereunder or thereunder. Notwithstanding anything to the contrary in this Agreement, neither CGMI and JPMSI, as Joint Lead Arrangers, nor JPMCB as Syndication Agent, in such respective capacities, shall have any obligations, duties or responsibilities, or shall incur any liabilities, under this Agreement or any other Loan Document.

The Agents. Citicorp North America, Inc. is hereby appointed to act as Administrative Agent and Collateral Agent on behalf of the Lenders. Each of the Lenders and each assignee of any such Lender hereby irrevocably designates and appoints the Agents as the agents of such Person under this Agreement and the other Loan Documents, and each such Person irrevocably authorizes each of the Agents Agent, in such capacity, to take such actions action on its behalf under the provisions of such Lender or assignee this Agreement and the other Loan Documents and to exercise such powers and perform such duties as are specifically expressly delegated to such Agent by the terms of this Agreement and provisions hereof and of the other Loan Documents, together with such actions and other powers as are reasonably incidental thereto. Each Notwithstanding any provision to the contrary elsewhere in this Agreement, no Agent shall have any duties or responsibilities, except those expressly set forth herein, or any fiduciary relationship with any Person, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or any other Loan Document or otherwise exist against any Agent. The Administrative Agent is hereby expressly authorized by each Secured Partythe Lenders, without hereby limiting any implied authority, (a) to receive on behalf of the Secured Parties Lenders all payments of principal of and interest on the ObligationsLoans, all payments and all other amounts due to the Secured Parties Lenders hereunder, and promptly to distribute to each Secured Party Lender its proper share of each payment so received; (b) to give notice on behalf of each of the Lenders to Borrower of any Default specified in this Agreement of which such the Administrative Agent has actual knowledge acquired in connection with its agency hereunder; and (c) to distribute to each Lender copies of all notices, financial statements and other materials delivered by or on behalf of Borrower or any other Loan Party pursuant to this Agreement as received by such Agent; (d) to enter into the Security Documents on behalf of the Secured Parties; and (e) to claim all Obligations owed to any Secured Party against Borrower in its own name for the purpose of any Security Documents. None of the Agents nor any of their Related Parties shall be liable to the Lenders as such for any action taken or omitted to be taken by any of them except to the extent finally judicially determined to have resulted from its or his or her own gross negligence or willful misconduct, or be responsible for any statement, warranty or representation herein or the contents of any document delivered in connection herewith, or be required to ascertain or to make any inquiry concerning the performance or observance by any Loan Party of any of the terms, conditions, covenants or agreements contained in any Loan Document. Without limiting the foregoing, the Lenders acknowledge that the Collateral Agent will use commercially reasonable efforts to substantially comply with the requirements of the Arizona Blind Trust Act, with respect to Mortgaged Properties located in Arizona, pursuant to advice of Arizona local counsel to Borrower. However, the Collateral Agent will in no event be liable to the Lenders for non-compliance with the Arizona Blind Trust Act or for any consequences therefrom. The Agents shall not be responsible to the Lenders for the due execution, genuineness, validity, enforceability or effectiveness of this Agreement or any other Loan Documents or other instruments or agreements. Each Agent shall in all cases be fully protected in acting, or refraining from acting, in accordance with written instructions signed by the Requisite Lenders (or, when or such other proportion of the Lenders as may be expressly required hereby, all the Lenders) and, except as otherwise specifically provided herein, such instructions and any action or inaction pursuant thereto shall be binding on all the Lenders. Each Agent shall, in the absence of actual knowledge to the contrary, be entitled to rely on any instrument or document believed by it in good faith to be genuine and correct and to have been signed or sent by the proper Person person or persons. None of the Agents nor any of their Related Parties shall have any responsibility to the Loan Parties on account of the failure of or delay in performance or breach by any Lender of any of its obligations hereunder or to any Lender on account of the failure of or delay in performance or breach by any other Lender or the Loan Parties of any of their respective obligations hereunder or under any other Loan Document or in connection herewith or therewith. Each Agent may execute any and all duties hereunder by or through any of its Related Parties or any sub-agent appointed by it and shall be entitled to rely upon the advice of legal counsel selected by it with respect to all matters arising hereunder and shall not be liable for any action taken or suffered in good faith by it in accordance with the advice of such counsel. The Lenders hereby acknowledge that no Agent shall be under any duty to take any discretionary action permitted to be taken by it pursuant to the provisions of any Loan Document unless it shall be requested in writing to do so by the Requisite LendersLenders (or such other proportion of the Lenders as may be expressly required hereby). The Collateral Agent hereby agrees that it holds and will hold all of its right, title and interest in, to and under the Security Documents and the Collateral granted to the Collateral Agent thereunder whether now existing or hereafter arising (all such right, title and interest being hereinafter referred to as the “Collateral Estate”) under and subject to the conditions set forth in this Agreement; and the Collateral Agent further agrees that it will hold such Collateral Estate for the benefit of the Secured Parties, for the enforcement of the payment of all Secured Obligations (subject to the limitations and priorities set forth herein and in the respective Security Documents) and as security for the performance of and compliance with the covenants and conditions of this Agreement and each of the Security Documents. All of the powers, remedies and rights of the Collateral Agent as set forth in this Agreement may be exercised by the Collateral Agent in respect of any Security Document as though set forth in full therein and all of the powers, remedies and rights of the Collateral Agent as set forth in any Security Document may be exercised from time to time as herein and therein provided. Subject to the appointment and acceptance of a successor Agent as provided belowbelow and subject to the next succeeding paragraph with respect to the Collateral Agent, any Agent may resign at any time by notifying the Lenders, the Issuing Banks, the LC Facility Issuing Bank Lenders and Borrower. Upon any such resignation, the Requisite Lenders shall have the right to appoint a successor, subject (so long as no Default or Event of Default is continuing) to Borrower’s approval (not to be unreasonably withheld or delayed). If no successor shall have been so appointed by the Requisite Lenders and approved by Borrower and shall have accepted such appointment within 30 days after the retiring Agent gives notice of its resignation, then the retiring Agent may, on behalf of the Lenders, the Issuing Banks and the LC Facility Issuing Bank, appoint a successor Agent which shall be a bank or financial institution with an office in New York, New York, having a combined capital and surplus of at least $500.0 million 500,000,000 or an Affiliate of any such bankbank or financial institution. Upon the acceptance of any appointment as an Agent hereunder by such a successor bank, such successor shall succeed to and become vested with all the rights, powers, privileges and duties of the retiring Agent and the retiring Agent shall be discharged from its duties and obligations hereunder. After an Agent’s resignation hereunder, the provisions of this Article Section 8.01 and Section 9.05 shall continue in effect for its benefit in respect of any actions taken or omitted to be taken by it while it was acting as an Agent. With respect to the Loans made by it hereunder, each Agent in its individual capacity and not as an Agent shall have the same rights and powers as any other Lender and may exercise the same as though it were not an Agent, and such Agent and its Affiliates may accept deposits from, lend money to and generally engage in any kind of business with Borrower or any Subsidiary or other Affiliate thereof as if it were not an Agent. Each Lender acknowledges that it has, independently and without reliance upon any Agent or any other Lender and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Agreement. Each Lender also acknowledges that it will, independently and without reliance upon any Agent or any other Lender and based on such documents and information as it shall from time to time deem appropriate, continue to make its own decisions in taking or not taking action under or based upon this Agreement or any other Loan Document, any related agreement or any document furnished hereunder or thereunder. Notwithstanding anything to the contrary in this Agreement, neither CGMI and JPMSI, as Joint Lead Arrangers, nor JPMCB as Syndication Agent, in such respective capacities, shall have any obligations, duties or responsibilities, or shall incur any liabilities, under this Agreement or any other Loan Document.

The Agents. Citicorp North America, Inc. is hereby appointed to act as Administrative Agent and Collateral Agent on behalf of the Lenders. Each of the Lenders and each assignee of any such Lender hereby irrevocably designates and appoints the Agents as the agents of such Person under this Agreement and the other Loan Documents, and each such Person irrevocably authorizes each of the Agents Agent, in such capacity, to take such actions action on its behalf under the provisions of such Lender or assignee this Agreement and the other Loan Documents and to exercise such powers and perform such duties as are specifically expressly delegated to such Agent by the terms of this Agreement and provisions hereof and of the other Loan Documents, together with such actions and other powers as are reasonably incidental thereto. Each Notwithstanding any provision to the contrary elsewhere in this Agreement, no Agent shall have any duties or responsibilities, except those expressly set forth herein, or any fiduciary relationship with any Person, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or any other Loan Document or otherwise exist against any Agent. The Administrative Agent is hereby expressly authorized by each Secured Partythe Lenders, without hereby limiting any implied authority, (a) to receive on behalf of the Secured Parties Lenders all payments of principal of and interest on the ObligationsLoans, all payments and all other amounts due to the Secured Parties Lenders hereunder, and promptly to distribute to each Secured Party Lender its proper share of each payment so received; (b) to give notice on behalf of each of the Lenders to Borrower of any Default specified in this Agreement of which such the Administrative Agent has actual knowledge acquired in connection with its agency hereunder; and (c) to distribute to each Lender copies of all notices, financial statements and other materials delivered by or on behalf of Borrower or any other Loan Party pursuant to this Agreement as received by such Agent; (d) to enter into the Security Documents on behalf of the Secured Parties; and (e) to claim all Obligations owed to any Secured Party against Borrower in its own name for the purpose of any Security Documents. None of the Agents nor any of their Related Parties shall be liable to the Lenders as such for any action taken or omitted to be taken by any of them except to the extent finally judicially determined to have resulted from its or his or her own gross negligence or willful misconduct, or be responsible for any statement, warranty or representation herein or the contents of any document delivered in connection herewith, or be required to ascertain or to make any inquiry concerning the performance or observance by any Loan Party of any of the terms, conditions, covenants or agreements contained in any Loan Document. Without limiting the foregoing, the Lenders acknowledge that the Collateral Agent will use commercially reasonable efforts to substantially comply with the requirements of the Arizona Blind Trust Act, with respect to Mortgaged Properties located in Arizona, pursuant to advice of Arizona local counsel to Borrower. However, the Collateral Agent will in no event be liable to the Lenders for non-compliance with the Arizona Blind Trust Act or for any consequences therefrom. The Agents shall not be responsible to the Lenders for the due execution, genuineness, validity, enforceability or effectiveness of this Agreement or any other Loan Documents or other instruments or agreements. Each Agent shall in all cases be fully protected in acting, or refraining from acting, in accordance with written instructions signed by the Requisite Lenders (or, when or such other proportion of the Lenders as may be expressly required hereby, all the Lenders) and, except as otherwise specifically provided herein, such instructions and any action or inaction pursuant thereto shall be binding on all the Lenders. Each Agent shall, in the absence of actual knowledge to the contrary, be entitled to rely on any instrument or document believed by it in good faith to be genuine and correct and to have been signed or sent by the proper Person person or persons. None of the Agents nor any of their Related Parties shall have any responsibility to the Loan Parties on account of the failure of or delay in performance or breach by any Lender of any of its obligations hereunder or to any Lender on account of the failure of or delay in performance or breach by any other Lender or the Loan Parties of any of their respective obligations hereunder or under any other Loan Document or in connection herewith or therewith. Each Agent may execute any and all duties hereunder by or through any of its Related Parties or any sub-agent appointed by it and shall be entitled to rely upon the advice of legal counsel selected by it with respect to all matters arising hereunder and shall not be liable for any action taken or suffered in good faith by it in accordance with the advice of such counsel. The Lenders hereby acknowledge that no Agent shall be under any duty to take any discretionary action permitted to be taken by it pursuant to the provisions of any Loan Document unless it shall be requested in writing to do so by the Requisite LendersLenders (or such other proportion of the Lenders as may be expressly required hereby). The Collateral Agent hereby agrees that it holds and will hold all of its right, title and interest in, to and under the Security Documents and the Collateral granted to the Collateral Agent thereunder whether now existing or hereafter arising (all such right, title and interest being hereinafter referred to as the “Collateral Estate”) under and subject to the conditions set forth in this Agreement; and the Collateral Agent further agrees that it will hold such Collateral Estate for the benefit of the Secured Parties, for the enforcement of the payment of all Secured Obligations (subject to the limitations and priorities set forth herein and in the respective Security Documents) and as security for the performance of and compliance with the covenants and conditions of this Agreement and each of the Security Documents. All of the powers, remedies and rights of the Collateral Agent as set forth in this Agreement may be exercised by the Collateral Agent in respect of any Security Document as though set forth in full therein and all of the powers, remedies and rights of the Collateral Agent as set forth in any Security Document may be exercised from time to time as herein and therein provided. Subject to the appointment and acceptance of a successor Agent as provided belowbelow and subject to the next succeeding paragraph with respect to the Collateral Agent, any Agent may resign at any time by notifying the Lenders, the Issuing Banks, the LC Facility Issuing Bank and Borrower. Upon any such resignation, the Requisite Lenders shall have the right to appoint a successor, subject (so long as no Default or Event of Default is continuing) to Borrower’s approval (not to be unreasonably withheld or delayed). If no successor shall have been so appointed by the Requisite Lenders and approved by Borrower and shall have accepted such appointment within 30 days after the retiring Agent gives notice of its resignation, then the retiring Agent may, on behalf of the Lenders, the Issuing Banks Lenders and the LC Facility Issuing Bank, appoint a successor Agent which shall be a bank or financial institution with an office in New York, New York, having a combined capital and surplus of at least $500.0 million 500,000,000 or an Affiliate of any such bankbank or financial institution. Upon the acceptance of any appointment as an Agent hereunder by such a successor bank, such successor shall succeed to and become vested with all the rights, powers, privileges and duties of the retiring Agent and the retiring Agent shall be discharged from its duties and obligations hereunder. After an Agent’s resignation hereunder, the provisions of this Article Section 8.01 and Section 9.05 shall continue in effect for its benefit in respect of any actions taken or omitted to be taken by it while it was acting as an Agent. The Collateral Agent may resign upon 30 days’ notice to the Lenders and Borrower. If the Collateral Agent shall resign as the Collateral Agent under this Agreement and the other Loan Documents, then the Requisite Lenders shall appoint from among the Lenders a successor agent for the Lenders, whereupon such successor agent shall succeed to the rights, powers and duties of the Collateral Agent, and the term “Collateral Agent” means such successor agent effective upon such appointment and approval, and such former Collateral Agent’s rights, powers and duties as the Collateral Agent shall be terminated, without any other or further act or deed on the part of such former Collateral Agent or any of the parties to this Agreement or any holders of the Loans. If no successor agent has accepted appointment as the Collateral Agent by the date that is 30 days following a retiring Collateral Agent’s notice of resignation, the retiring Collateral Agent shall, in consultation with Borrower, appoint a successor Collateral Agent (which successor agent shall be a financial institution of nationally-recognized standing that, in the ordinary course of business, performs functions equivalent to those of the Collateral Agent hereunder), and the retiring Collateral Agent’s resignation shall become effective upon such appointment. After any retiring Collateral Agent’s resignation as the Collateral Agent, the provisions of this Section 8.01 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was the Collateral Agent under this Agreement and the other Loan Documents. With respect to the Loans made by it hereunder, each Agent in its individual capacity and not as an Agent shall have the same rights and powers as any other Lender and may exercise the same as though it were not an Agent, and such Agent and its Affiliates may accept deposits from, lend money to and generally engage in any kind of business with Holdco, Borrower or any Subsidiary or other Affiliate thereof as if it were not an Agent. Each Lender acknowledges that it has, independently and without reliance upon any Agent or any other Lender and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Agreement. Each Lender also acknowledges that it will, independently and without reliance upon any Agent or any other Lender and based on such documents and information as it shall from time to time deem appropriate, continue to make its own decisions in taking or not taking action under or based upon this Agreement or any other Loan Document, any related agreement or any document furnished hereunder or thereunder. Notwithstanding anything herein to the contrary, each Lender also acknowledges that the Lien and security interest granted to the Collateral Agent pursuant to the Security Documents and the exercise of any right or remedy by the Collateral Agent thereunder are subject to the provisions of the Intercreditor Agreement. In the event of any conflict between the terms of the Intercreditor Agreement and the Security Documents, the terms of the Intercreditor Agreement shall govern and control. The Collateral Agent is authorized to execute and deliver the Intercreditor Agreement and each Lender by making or purchasing an interest in any Loan at any time shall be deemed to have agreed to be bound by the terms and conditions of such agreement. The Lenders and the Issuing Bank irrevocably authorize and instruct the Administrative Agent and the Collateral Agent (and the Administrative Agent and the Collateral Agent are authorized to and hereby agree): (a) to release any Lien granted to or held by the Collateral Agent under any Loan Document on any property and to return any Pledged Collateral (i) upon termination or expiration of the Commitments and payment in full of all Obligations (other than contingent indemnification obligations that are not then due and payable) and the expiration or termination of all Letters of Credit (other than Letters of Credit which have been collateralized in a manner set forth in Section 2.06(j)), (ii) that is sold or to be sold as part of or in connection with any sale or disposition permitted hereunder and under the Loan Documents, to the extent that the Lien of the Second Lien Secured Parties on such property is released on the same terms, (iii) subject to Section 9.08, if approved, authorized or ratified in writing by the Requisite Lenders or (iv) owned by any Subsidiary Loan Party upon the consummation of any transaction permitted under this Agreement as a result of which such Subsidiary Loan Party ceases to be a Subsidiary of the Borrower or is designated an Unrestricted Subsidiary pursuant to Section 5.16; and (b) to release any Guarantor from its obligations under the Guarantee Agreement if such Person ceases to be a Subsidiary as a result of a transaction permitted hereunder. Notwithstanding anything to the contrary in this Agreement, neither CGMI and JPMSI, as Joint the Lead Arrangers, Arranger nor JPMCB as the Syndication Agent, in such respective capacities, shall have any obligations, duties or responsibilities, or shall incur any liabilities, under this Agreement or any other Loan Document. In the event that Citibank, N.A. or any of its Affiliates shall be or become an indenture trustee under the Trust Indenture Act of 1939 (as amended, the “Trust Indenture Act”) in respect of any securities issued or guaranteed by any Loan Party, the parties hereto acknowledge and agree that any payment or property received in satisfaction of or in respect of any Obligation of such Loan Party hereunder or under any other Loan Document by or on behalf of Citibank, N.A. in its capacity as the Administrative Agent or the Collateral Agent for the benefit of any Secured Party under any Loan Document (other than Citibank N.A. or an Affiliate of Citibank, N.A.) and which is applied in accordance with the Loan Documents shall be deemed to be exempt from the requirements of Section 311 of the Trust Indenture Act pursuant to Section 311(b)(3) of the Trust Indenture Act.

The Agents. Citicorp North America, Inc. Royal Bank of Canada is hereby appointed to act as Administrative Agent and Collateral Agent on behalf of the Lenders. Each of the Lenders and each assignee of any such Lender hereby irrevocably authorizes each of the Agents to take such actions on behalf of such Lender or assignee and to exercise such powers as are specifically delegated to such Agent by the terms and provisions hereof and of the other Loan Documents, together with such actions and powers as are reasonably incidental thereto. Each Agent is hereby expressly authorized by each Secured Party, without hereby limiting any implied authority, (a) to receive on behalf of the Secured Parties all payments of principal of and interest on the Obligations, all payments and all other amounts due to the Secured Parties hereunder, and promptly to distribute to each Secured Party its proper share of each payment so received; (b) to give notice on behalf of each of the Lenders to Borrower of any Default specified in this Agreement of which such Agent has actual knowledge acquired in connection with its agency hereunder; (c) to distribute to each Lender copies of all notices, financial statements and other materials delivered by Borrower pursuant to this Agreement as received by such Agent; (d) to enter into the Security Documents on behalf of the Secured Parties; and (e) to claim all Obligations owed to any Secured Party against Borrower in its own name for the purpose of any Security Documents. None of the Agents nor any of their Related Parties shall be liable to the Lenders as such for any action taken or omitted to be taken by any of them except to the extent finally judicially determined to have resulted from its or his or her own gross negligence or willful misconduct, or be responsible for any statement, warranty or representation herein or the contents of any document delivered in connection herewith, or be required to ascertain or to make any inquiry concerning the performance or observance by any Loan Party of any of the terms, conditions, covenants or agreements contained in any Loan Document. Without limiting the foregoing, the Lenders acknowledge that the Collateral Agent will use commercially reasonable efforts to substantially comply with the requirements of the Arizona Blind Trust Act, with respect to Mortgaged Properties located in Arizona, pursuant to advice of Arizona local counsel to Borrower. However, the Collateral Agent will in no event be liable to the Lenders for non-compliance with the Arizona Blind Trust Act or for any consequences therefrom. The Agents shall not be responsible to the Lenders for the due execution, genuineness, validity, enforceability or effectiveness of this Agreement or any other Loan Documents or other instruments or agreements. Each Agent shall in all cases be fully protected in acting, or refraining from acting, in accordance with written instructions signed by the Requisite Lenders (or, when expressly required hereby, all the Lenders) and, except as otherwise specifically provided herein, such instructions and any action or inaction pursuant thereto shall be binding on all the Lenders. Each Agent shall, in the absence of actual knowledge to the contrary, be entitled to rely on any instrument or document believed by it in good faith to be genuine and correct and to have been signed or sent by the proper Person or persons. None of the Agents nor any of their Related Parties shall have any responsibility to the Loan Parties on account of the failure of or delay in performance or breach by any Lender of any of its obligations hereunder or to any Lender on account of the failure of or delay in performance or breach by any other Lender or the Loan Parties of any of their respective obligations hereunder or under any other Loan Document or in connection herewith or therewith. Each Agent may execute any and all duties hereunder by or through any of its Related Parties or any sub-agent appointed by it and shall be entitled to rely upon the advice of legal counsel selected by it with respect to all matters arising hereunder and shall not be liable for any action taken or suffered in good faith by it in accordance with the advice of such counsel. The Lenders hereby acknowledge that no Agent shall be under any duty to take any discretionary action permitted to be taken by it pursuant to the provisions of any Loan Document unless it shall be requested in writing to do so by the Requisite Lenders. Subject to the appointment and acceptance of a successor Agent as provided below, any Agent may resign at any time by notifying the Lenders, the Issuing Banks, the LC Facility Issuing Bank Banks and Borrower. Upon any such resignation, the Requisite Lenders shall have the right to appoint a successor. If no successor shall have been so appointed by the Requisite Lenders and shall have accepted such appointment within 30 days after the retiring Agent gives notice of its resignation, then the retiring Agent may, on behalf of the Lenders, Lenders and the Issuing Banks and the LC Facility Issuing BankBanks, appoint a successor Agent which shall be a bank with an office in New York, New York, having a combined capital and surplus of at least $500.0 million 500,000,000 or an Affiliate of any such bank. Upon the acceptance of any appointment as an Agent hereunder by such a successor bank, such successor shall succeed to and become vested with all the rights, powers, privileges and duties of the retiring Agent and the retiring Agent shall be discharged from its duties and obligations hereunder. After an Agent’s resignation hereunder, the provisions of this Article and Section 9.05 shall continue in effect for its benefit in respect of any actions taken or omitted to be taken by it while it was acting as an Agent. Each appointment under this paragraph shall be subject to the prior written consent of the Borrower (which consent shall not be unreasonably withheld or delayed) so long as no Event of Default then exists. With respect to the Loans made by it hereunder, each Agent in its individual capacity and not as an Agent shall have the same rights and powers as any other Lender and may exercise the same as though it were not an Agent, and such Agent and its Affiliates may accept deposits from, lend money to and generally engage in any kind of business with Borrower or any Subsidiary or other Affiliate thereof as if it were not an Agent. Each Lender acknowledges that it has, independently and without reliance upon any Agent or any other Lender and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Agreement. Each Lender also acknowledges that it will, independently and without reliance upon any Agent or any other Lender and based on such documents and information as it shall from time to time deem appropriate, continue to make its own decisions in taking or not taking action under or based upon this Agreement or any other Loan Document, any related agreement or any document furnished hereunder or thereunder. Notwithstanding anything to the contrary in this Agreement, neither CGMI and JPMSIRBC Capital Markets, as Joint Lead ArrangersArranger, nor JPMCB General Electric Capital Corporation, as Syndication Agent, nor JPMorgan Chase Bank, N.A. nor Bank of Arizona, N.A., as Co-Documentation Agents, in such respective capacities, shall have any obligations, duties or responsibilities, or shall incur any liabilities, under this Agreement or any other Loan Document.

The Agents. Citicorp North America, Inc. is hereby appointed to act as Administrative Agent and Collateral Agent on behalf of the LendersLenders and Citicorp North America, Inc. accepts such appointments. Each of the Lenders and each assignee of any such Lender hereby irrevocably authorizes each of the Agents Administrative Agent and the Collateral Agent to take such actions on behalf of such Lender or assignee and to exercise such powers as are specifically delegated to such Agent by the terms and provisions hereof and of the other Loan Documents, together with such actions and powers as are reasonably incidental thereto. Each The Administrative Agent is hereby expressly authorized by each Secured Partythe Lenders, without hereby limiting any implied authority, (a) to receive on behalf of the Secured Parties Lenders all payments of principal of and interest on the ObligationsLoans, all payments and all other amounts due to the Secured Parties Lenders hereunder, and to promptly to distribute to each Secured Party Lender its proper share of each payment so received; (b) to give notice on behalf of each of the Lenders to Borrower of any Default specified in this Agreement of which such Agent it has actual knowledge acquired in connection with its agency hereunder; and (c) to distribute to each Lender copies of all notices, financial statements and other materials delivered by Borrower pursuant to this Agreement as received by such Agent; (d) to enter into the Security Documents on behalf of the Secured Parties; and (e) to claim all Obligations owed to any Secured Party against Borrower in its own name for the purpose of any Security Documentsit. None of the Agents nor any of their Related Parties shall be liable to the Lenders as such for any action taken or omitted to be taken by any of them except to the extent finally judicially determined to have resulted from its or his or her own gross negligence or willful misconduct, or be responsible for any statement, warranty or representation herein or the contents of any document delivered in connection herewith, or be required to ascertain or to make any inquiry concerning the performance or observance by any Loan Party of any of the terms, conditions, covenants or agreements contained in any Loan Document. Without limiting the foregoing, the Lenders acknowledge that the Collateral Agent will use commercially reasonable efforts to substantially comply with the requirements of the Arizona Blind Trust Act, with respect to Mortgaged Properties located in Arizona, pursuant to advice of Arizona local counsel to Borrower. However, the Collateral Agent will in no event be liable to the Lenders for non-compliance with the Arizona Blind Trust Act or for any consequences therefrom. The Agents shall not be responsible to the Lenders for the due execution, genuineness, validity, enforceability or effectiveness of this Agreement or any other Loan Documents or other instruments or agreements. Each Agent shall in all cases be fully protected in acting, or refraining from acting, in accordance with written instructions signed by the Requisite Lenders (or, when expressly required hereby, all the Lenders) and, except as otherwise specifically provided herein, such instructions and any action or inaction pursuant thereto shall be binding on all the Lenders. Each Agent shall, in the absence of actual knowledge to the contrary, be entitled to rely on any instrument or document believed by it in good faith to be genuine and correct and to have been signed or sent by the proper Person person or persons. None of the Agents nor any of their No Agent or its Related Parties shall have any responsibility to the Loan Parties on account of the failure of or delay in performance or breach by any Lender of any of its obligations hereunder or to any Lender on account of the failure of or delay in performance or breach by any other Lender or the Loan Parties of any of their respective obligations hereunder or under any other Loan Document or in connection herewith or therewith. Each Agent may execute any and all duties hereunder by or through any of its Related Parties or any sub-agent appointed by it and shall be entitled to rely upon the advice of legal counsel selected by it with respect to all matters arising hereunder and shall not be liable for any action taken or suffered in good faith by it in accordance with the advice of such counsel. The Lenders hereby acknowledge that no Agent shall be under any duty to take any discretionary action permitted to be taken by it pursuant to the provisions of any Loan Document unless it shall be requested in writing to do so by the Requisite Lenders. Subject to the appointment and acceptance of a successor Agent as provided below, any Agent may resign at any time by notifying the Lenders, the Issuing Banks, the LC Facility Issuing Bank and Borrower. Upon any such resignation, the Requisite Lenders shall have the right to appoint a successor. If no successor shall have been so appointed by the Requisite Lenders and shall have accepted such appointment within 30 days after af- ter the retiring Agent gives notice of its resignation, then the retiring Agent may, on behalf of the Lenders, the Issuing Banks Lenders and the LC Facility Issuing Bank, appoint a successor Agent which shall be a bank with an office in New York, New York, having a combined capital and surplus of at least $500.0 million 500,000,000 or an Affiliate of any such bank. Upon the acceptance of any appointment as an Agent hereunder by such a successor bank, such successor shall succeed to and become vested with all the rights, powers, privileges and duties of the retiring Agent and the retiring Agent shall be discharged from its duties and obligations hereunder. After an Agent’s resignation hereunder, the provisions of this Article and Section 9.05 shall continue in effect for its benefit in respect of any actions taken or omitted to be taken by it while it was acting as an Agent. With respect to the Loans made by it hereunder, each Agent in its individual capacity and not as an Agent shall have the same rights and powers as any other Lender and may exercise the same as though it were not an Agent, and such Agent and its Affiliates may accept deposits from, lend money to and generally engage in any kind of business with Borrower or any Subsidiary or other Affiliate thereof as if it were not an Agent. Each Lender acknowledges that it has, independently and without reliance upon any Agent or any other Lender and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Agreement. Each Lender also acknowledges that it will, independently and without reliance upon any Agent or any other Lender and based on such documents and information as it shall from time to time deem appropriate, continue to make its own decisions in taking or not taking action under or based upon this Agreement or any other Loan Document, any related agreement or any document furnished hereunder or thereunder. Notwithstanding anything to the contrary in this Agreement, neither CGMI and JPMSInone of CGMI, as Joint Lead ArrangersArranger, nor JPMCB Bank of America, N.A., CIBC World Markets Corp., Suntrust Bank and UBS Securities LLC, as Co-Syndication Agent, Agents in such respective capacities, shall have any obligations, duties or responsibilities, or shall incur any liabilities, under this Agreement or any other Loan Document.

The Agents. Citicorp North AmericaIn order to expedite the transactions contemplated by this Agreement, Inc. Credit Suisse First Boston is hereby appointed to act as Administrative Agent and Collateral Agent on behalf of the LendersLenders and the Issuing Bank (for purposes of this Article VIII, the Administrative Agent and the Collateral Agent are referred to collectively as the "Agents"). Each of the Lenders and each assignee of any such Lender hereby irrevocably authorizes each of the Agents to take such actions on behalf of such Lender or assignee or the Issuing Bank and to exercise such powers as are specifically delegated to such Agent the Agents by the terms and provisions hereof and of the other Loan Documents, together with such actions and powers as are reasonably incidental thereto. Each The Administrative Agent is hereby expressly authorized by each Secured Partythe Lenders and the Issuing Bank, without hereby limiting any implied authority, (a) to receive on behalf of the Secured Parties Lenders and the Issuing Bank all payments of principal of and interest on the ObligationsLoans, all payments in respect of L/C Disbursements and all other amounts due to the Secured Parties Lenders hereunder, and promptly to distribute to each Secured Party Lender or the Issuing Bank its proper share of each payment so received; (b) to give notice on behalf of each of the Lenders to the Borrower of any Event of Default specified in this Agreement of which such the Administrative Agent has actual knowledge acquired in connection with its agency hereunder; and (c) to distribute to each Lender copies of all notices, financial statements and other materials delivered by the Parent, the Borrower or any other Loan Party pursuant to this Agreement or the other Loan Documents as received by such the Administrative Agent; . Without limiting the generality of the foregoing, the Agents are hereby expressly authorized to execute any and all documents (dincluding releases) with respect to enter into the Security Documents on behalf Collateral and the rights of the Secured Parties; Parties with respect thereto, as contemplated by and (e) to claim all Obligations owed to any Secured Party against Borrower in its own name for accordance with the purpose provisions of any this Agreement and the Security Documents. None of Neither the Agents nor any of their Related Parties respective directors, officers, employees or agents shall be liable to the Lenders as such for any action taken or omitted to be taken by any of them except to the extent finally judicially determined to have resulted from for its or his or her own gross negligence or willful wilful misconduct, or be responsible for any statement, warranty or representation herein or the contents of any document delivered in connection herewith, or be required to ascertain or to make any inquiry concerning the performance or observance by the Borrower or any other Loan Party of any of the terms, conditions, covenants or agreements contained in any Loan Document. Without limiting the foregoing, the Lenders acknowledge that the Collateral Agent will use commercially reasonable efforts to substantially comply with the requirements of the Arizona Blind Trust Act, with respect to Mortgaged Properties located in Arizona, pursuant to advice of Arizona local counsel to Borrower. However, the Collateral Agent will in no event be liable to the Lenders for non-compliance with the Arizona Blind Trust Act or for any consequences therefrom. The Agents shall not be responsible to the Lenders for the due execution, genuineness, validity, enforceability or effectiveness of this Agreement or any other Loan Documents or other Documents, instruments or agreements. Each Agent The Agents shall in all cases be fully protected in acting, or refraining from acting, in accordance with written instructions signed by the Requisite Required Lenders (or, when expressly required hereby, all the Lenders) and, except as otherwise specifically provided herein, such instructions and any action or inaction pursuant thereto shall be binding on all the Lenders. Each Agent shall, in the absence of actual knowledge to the contrary, be entitled to rely on any instrument or document believed by it in good faith to be genuine and correct and to have been signed or sent by the proper Person person or persons. None of Neither the Agents nor any of their Related Parties respective directors, officers, employees or agents shall have any responsibility to the Parent, the Borrower or any other Loan Parties Party on account of the failure of or delay in performance or breach by any Lender or the Issuing Bank of any of its obligations hereunder or to any Lender or the Issuing Bank on account of the failure of or delay in performance or breach by any other Lender or the Issuing Bank or the Parent, the Borrower or any other Loan Parties Party of any of their respective obligations hereunder or under any other Loan Document or in connection herewith or therewith. Each Agent of the Agents may execute any and all duties hereunder by or through any of its Related Parties agents or any sub-agent appointed by it employees and shall be entitled to rely upon the advice of legal counsel selected by it with respect to all matters arising hereunder and shall not be liable for any action taken or suffered in good faith by it in accordance with the advice of such counsel. The Lenders hereby acknowledge that no neither Agent shall be under any duty to take any discretionary action permitted to be taken by it pursuant to the provisions of any Loan Document this Agreement unless it shall be requested in writing to do so by the Requisite Required Lenders. Subject to the appointment and acceptance of a successor Agent as provided below, any either Agent may resign at any time by notifying the Lenders, Lenders and the Issuing Banks, the LC Facility Issuing Bank and Borrower. Upon any such resignation, the Requisite Required Lenders shall have the right to appoint a successor. If no successor shall have been so appointed by the Requisite Required Lenders and shall have accepted such appointment within 30 days after the retiring Agent gives notice of its resignation, then the retiring Agent may, on behalf of the Lenders, the Issuing Banks and the LC Facility Issuing Bank, appoint a successor Agent which shall be a bank with an office in New York, New York, having a combined capital and surplus of at least $500.0 million 500,000,000 or an Affiliate of any such bank. Upon the acceptance of any appointment as an Agent hereunder by such a successor bank, such successor shall succeed to and become vested with all the rights, powers, privileges and duties of the retiring Agent and the retiring Agent shall be discharged from its duties and obligations hereunder. After an the Agent’s 's resignation hereunder, the provisions of this Article and Section 9.05 10.05 shall continue in effect for its benefit in respect of any actions taken or omitted to be taken by it while it was acting as an Agent. With respect to the Loans made by it hereunder, each Agent in its individual capacity and not as an Agent shall have the same rights and powers as any other Lender and may exercise the same as though it were not an Agent, and such Agent the Agents and its their Affiliates may accept deposits from, lend money to and generally engage in any kind of business with the Borrower or any Subsidiary of the Subsidiaries or other Affiliate thereof as if it were not an Agent. Each Lender agrees (a) to reimburse the Agents, on demand, in the amount of its pro rata share (based on the amount of its Loans and available commitments hereunder) of any expenses incurred for the benefit of the Lenders by the Agents, including reasonable counsel fees and compensation of agents and employees paid for services rendered on behalf of the Lenders, that shall not have been reimbursed by the Borrower and (b) to indemnify and hold harmless each Agent and any of its directors, officers, employees or agents, on demand, in the amount of such pro rata share, from and against any and all liabilities, taxes, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever that may be imposed on, incurred by or asserted against it in its capacity as Agent or any of them relating to or arising out of this Agreement or any other Loan Document or action taken or omitted by it or any of them under this Agreement or any other Loan Document, to the extent the same shall not have been reimbursed by the Borrower or any other Loan Party; provided that no Lender shall be liable to an Agent or any such other indemnified person for any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements that are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or wilful misconduct of such Agent or any of its directors, officers, employees or agents. Each Revolving Credit Lender agrees to reimburse each of the Issuing Bank and its directors, officers, employees and agents, in each case, to the same extent and subject to the same limitations as provided above for the Agents. Each Lender acknowledges that it has, independently and without reliance upon any Agent the Agents or any other Lender and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Agreement. Each Lender also acknowledges that it will, independently and without reliance upon any Agent the Agents or any other Lender and based on such documents and information as it shall from time to time deem appropriate, continue to make its own decisions in taking or not taking action under or based upon this Agreement or any other Loan Document, any related agreement or any document furnished hereunder or thereunder. Notwithstanding anything to Each Lender acknowledges and agrees that the contrary in this Agreement, neither CGMI and JPMSI, as Joint Lead Arrangers, nor JPMCB as Syndication Agent, in such respective capacities, shall Documentation Agent will have any obligations, no duties or responsibilities, responsibilities hereunder or shall incur any liabilities, under this Agreement or any the other Loan DocumentDocuments.

The Agents. Citicorp North America, Inc. is hereby appointed to act as Administrative Agent and Collateral Agent on behalf of the Lenders. Each of the Lenders and each assignee of any such Lender hereby irrevocably authorizes each The obligations of the Agents under this Agreement are subject to take such actions on behalf of such Lender or assignee and to exercise such powers as are specifically delegated to such Agent by the following terms and provisions hereof and of the other Loan Documents, together with such actions and powers as are reasonably incidental thereto. Each Agent is hereby expressly authorized by each Secured Party, without hereby limiting any implied authority, conditions: (a) Each Agent undertakes to receive on behalf perform only such duties as are expressly set forth herein, and no additional duties or obligations shall be implied hereunder. In performing its duties under this Agreement, or upon the claimed failure to perform any of the Secured Parties all payments of principal of and interest on the Obligations, all payments and all other amounts due to the Secured Parties its duties hereunder, and promptly to distribute to each Secured Party its proper share of each payment so received; (b) to give notice on behalf of each of the Lenders to Borrower of any Default specified in this Agreement of which such Agent has actual knowledge acquired in connection with its agency hereunder; (c) to distribute to each Lender copies of all notices, financial statements and other materials delivered by Borrower pursuant to this Agreement as received by such Agent; (d) to enter into the Security Documents on behalf of the Secured Parties; and (e) to claim all Obligations owed to any Secured Party against Borrower in its own name for the purpose of any Security Documents. None of the Agents nor any of their Related Parties shall not be liable to anyone for any damages, losses or expenses which may be incurred as a result of the Lenders as such Agent so acting or failing to so act; provided, however, an Agent shall not be relieved from liability for damages arising out of its gross negligence or willful misconduct under this Agreement. The Agents shall in no event incur any liability with respect to (i) any action taken or omitted to be taken by in good faith upon advice of legal counsel, which may be counsel to any of them except to the extent finally judicially determined to have resulted from its or his or her own gross negligence or willful misconductparty hereto, or be responsible for any statement, warranty or representation herein or the contents of any document delivered in connection herewith, or be required to ascertain or to make any inquiry concerning the performance or observance by any Loan Party of any of the terms, conditions, covenants or agreements contained in any Loan Document. Without limiting the foregoing, the Lenders acknowledge that the Collateral Agent will use commercially reasonable efforts to substantially comply with the requirements of the Arizona Blind Trust Act, given with respect to Mortgaged Properties located in Arizona, pursuant to advice of Arizona local counsel to Borrower. However, the Collateral Agent will in no event be liable any question relating to the Lenders for non-compliance with the Arizona Blind Trust Act duties and responsibilities of an Agent hereunder or for any consequences therefrom. The Agents shall not be responsible to the Lenders for the due execution, genuineness, validity, enforceability or effectiveness of this Agreement or any other Loan Documents or other instruments or agreements. Each Agent shall in all cases be fully protected in acting, or refraining from acting, in accordance with written instructions signed by the Requisite Lenders (or, when expressly required hereby, all the Lendersii) and, except as otherwise specifically provided herein, such instructions and any action taken or inaction pursuant thereto shall omitted to be binding on all the Lenders. Each taken in reliance upon any notice, instruction, document or instrument delivered to an Agent shall, in the absence of actual knowledge to the contrary, be entitled to rely on any instrument or document and believed by it in good faith to be genuine and correct and to have been signed or sent presented by the proper Person party or personsparties. None Except as otherwise expressly provided in this Agreement, the Agents shall not have any duties under or be bound in any way by any agreement or contract (including but not limited to the Merger Agreement) between MatrixOne and the Representative, whether or not an Agent has knowledge of any such agreement or contract; and the parties hereto agree that the use of defined terms incorporated by reference to the Merger Agreement and the use of cross references to the Merger Agreement are solely for the convenience of the parties and the Agents nor may rely on the use of any such defined terms or cross references in any communication received by it. Neither Agent shall be obligated to advance or risk its own funds or take any action that would in its reasonable judgment cause it to incur or suffer any expense or liability for which it is not adequately indemnified. No party to this Agreement shall be liable to any other party for any consequential, indirect, special or incidental damages under any provision of their Related Parties this Agreement or for any consequential, indirect, special or incidental damages arising out of any act or failure to act hereunder even of that party has been advised or has foreseen the possibility of such damages. (b) MatrixOne and the Representative each warrant to and agree with the Agents that there is no security interest in the funds deposited hereunder; no financing statement under the Uniform Commercial Code of any jurisdiction is on file in any jurisdiction claiming a security interest in or describing, whether specifically or generally, the funds deposited hereunder; and the Agents shall have no responsibility at any responsibility time to ascertain whether or not any security interest exists in the Loan Parties on account of the failure of or delay in performance or breach by any Lender of any of its obligations funds deposited hereunder or to file any Lender on account financing statement under the Uniform Commercial Code of any jurisdiction with respect thereto; and the failure Agents shall have no liability for the sufficiency of this Agreement for any such purpose. (i) As an additional consideration for and as an inducement for the Agents to act hereunder, it is understood and agreed that, in the event of any disagreement between the parties to this Agreement or delay in performance among them or breach by any other Lender person(s) resulting in adverse claims and demands being made in connection with or for any money or other property involved in or affected by this Agreement, each Agent shall be entitled, at its option, to refuse to comply with the Loan Parties demands of such parties, or any of their respective obligations hereunder or under any other Loan Document or in connection herewith or therewithsuch parties, so long as such disagreement shall continue. Each In such event, such Agent may execute any and all duties hereunder by or through any of its Related Parties or any sub-agent appointed by it and shall be entitled to rely upon make no delivery or other disposition of any of the advice of legal counsel selected by it with respect funds deposited hereunder until such disagreement is resolved. Anything herein to all matters arising hereunder and the contrary notwithstanding, any Agent shall not be or become liable to such parties or any of them for the failure of the Agent to comply with the conflicting or adverse demands of such parties or any of such parties. (ii) The Agents shall be entitled to continue to refrain and refuse to deliver or otherwise dispose of the funds deposited hereunder or to otherwise act hereunder, as stated above, unless and until: (A) the rights of such parties have been or duly adjudicated in a court located in the Commonwealth of Massachusetts having jurisdiction over the parties and the funds deposited hereunder; or (B) the parties have reached an agreement resolving their differences and have notified the Agent(s) in writing of such agreement and have provided the Agent(s) with indemnity satisfactory to the applicable Agent against any liability, claims or damages resulting from compliance by such Agent with such agreement. In the event of a disagreement between such parties as described above, each Agent shall have the right, in addition to the rights described above and at its option, to tender into the registry or custody of any court located in the Commonwealth of Massachusetts having jurisdiction, all funds deposited hereunder and may take such other legal action taken as may be appropriate or suffered necessary, in good faith by it the reasonable opinion of such Agent after consultation with its legal counsel. Upon such tender, the parties hereto agree that such Agent shall be discharged from all further duties under this Agreement; provided, however, that the filing of any such legal proceedings shall not deprive the Agent of its compensation hereunder earned prior to such filing and discharge of the Agent of its duties hereunder. (d) MatrixOne shall pay each Agent for its ordinary services hereunder the fees determined in accordance with and payable as specified in the advice Schedule of Fees set forth in Exhibit 7 attached hereto and made a part hereof. In addition, MatrixOne shall pay to each Agent its expenses incurred in connection with this Agreement, including but not limited to reasonable attorneys’ fees in the event any such Agent deems it necessary to retain counsel. The Lenders hereby acknowledge that no Agent Such expenses shall be under any duty to take any discretionary action permitted to be taken by it pursuant paid to the provisions Agent within five business days following receipt by MatrixOne of a written statement setting forth such expenses. In the event any Loan Document unless it controversy arises under or in connection with this Agreement or the funds deposited hereunder, or any Agent is made a party to or intervenes in any litigation pertaining to this Agreement or the funds deposited hereunder, MatrixOne shall be requested in writing to do so promptly reimburse such Agent for all costs and expenses incurred by the Requisite Lenders. Subject to the appointment and acceptance of a successor Agent as provided below, any in connection with such controversy or litigation. (e) Any Agent may resign at any time from its obligations under this Agreement by notifying providing written notice to the Lenders, parties hereto. Such resignation shall be effective on the Issuing Banks, date set forth in such written notice which shall be no earlier than 30 days after such written notice has been given. In the LC Facility Issuing Bank and Borrower. Upon any event of such resignation, the Requisite Lenders MatrixOne shall have the right use its commercially reasonable efforts to appoint a successorsuccessor agent. If In the event no successor shall have agent has been so appointed by on or prior to the Requisite Lenders and shall have accepted date such appointment within 30 days after the retiring Agent gives notice of its resignation, then the retiring Agent may, on behalf of the Lendersresignation is to become effective, the Issuing Banks and the LC Facility Issuing Bank, appoint a successor Agent which shall be a bank with an office in New York, New York, having a combined capital and surplus of at least $500.0 million or an Affiliate of any such bank. Upon the acceptance of any appointment as an Agent hereunder by such a successor bank, such successor shall succeed to and become vested with all the rights, powers, privileges and duties of the retiring Agent and the retiring Agent shall be discharged from its duties and obligations hereunder. After an Agent’s resignation hereunder, entitled to tender into the provisions custody of this Article and Section 9.05 shall continue a court of competent jurisdiction located in effect for its benefit in respect the Commonwealth of any actions taken or omitted to be taken by it while it was acting as an Agent. With respect to the Loans made Massachusetts all funds then held by it hereunder, each Agent in its individual capacity and not as an . Such Agent shall have no responsibility for the same rights and powers as appointment of a successor agent hereunder. (f) The Agents shall have no obligation to take any other Lender and may exercise the same as though it were not an Agent, and such Agent and its Affiliates may accept deposits from, lend money to and generally engage legal action in any kind of business connection with Borrower or any Subsidiary or other Affiliate thereof as if it were not an Agent. Each Lender acknowledges that it has, independently and without reliance upon any Agent or any other Lender and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Agreement. Each Lender also acknowledges that it will, independently and without reliance upon any Agent or any other Lender and based on such documents and information as it shall from time to time deem appropriate, continue to make its own decisions in taking or not taking action under or based upon this Agreement or any other Loan Document, any related agreement or any document furnished hereunder or thereunder. Notwithstanding anything to the contrary in this Agreement, neither CGMI and JPMSI, as Joint Lead Arrangers, nor JPMCB as Syndication Agent, in such respective capacities, shall have any obligations, duties or responsibilitiestowards its enforcement, or shall incur any liabilitiesto appear in, under this Agreement or any other Loan Document.prosecute

The Agents. Citicorp North AmericaIn order to expedite the transactions contemplated by this Agreement, Inc. The Chase Manhattan Bank is hereby appointed to act as Administrative Agent and Collateral Agent on behalf of the Lenders. Each of the Lenders and each assignee of any such Lender hereby irrevocably authorizes each of the Agents to take such actions on behalf of such Lender or assignee and to exercise such powers as are specifically delegated to such Agent the Agents by the terms and provisions hereof and of the other Loan Documents, together with such actions and powers as are reasonably incidental thereto. Each The Administrative Agent is hereby expressly authorized by each Secured Partythe Lenders, without hereby limiting any implied authority, (a) to receive on behalf of the Secured Parties Lenders all payments of principal of and interest on the Obligations, all payments Loans and all other amounts due to the Secured Parties Lenders hereunder, and promptly to distribute to each Secured Party Lender its proper share of each payment so received; (b) as provided in Article VII, to give notice on behalf of each of the Lenders to Borrower the Borrowers of any Event of Default specified in this Agreement of which such the Administrative Agent has actual knowledge acquired in connection with its agency hereunder; and (c) to distribute to each Lender copies of all notices, financial statements and other materials delivered by any Borrower pursuant to this Agreement as received by such the Administrative Agent; (d) to enter into the Security Documents on behalf of the Secured Parties; and (e) to claim all Obligations owed to any Secured Party against Borrower in its own name for the purpose of any Security Documents. None of Neither the Agents nor any of their Related Parties directors, officers, employees or agents shall be liable to the Lenders as such for any action taken or omitted to be taken by any of them except to the extent finally judicially determined to have resulted from for its or his or her own gross negligence or willful wilful misconduct, or be responsible for any statement, warranty or representation herein or the contents of any document delivered in connection herewith, or be required to ascertain or to make any inquiry concerning the performance or observance by any Loan Party the Borrowers of any of the terms, conditions, covenants or agreements contained in any Loan Document. Without limiting the foregoing, the Lenders acknowledge that the Collateral Agent will use commercially reasonable efforts to substantially comply with the requirements of the Arizona Blind Trust Act, with respect to Mortgaged Properties located in Arizona, pursuant to advice of Arizona local counsel to Borrower. However, the Collateral Agent will in no event be liable to the Lenders for non-compliance with the Arizona Blind Trust Act or for any consequences therefrom. The Agents shall not be responsible to the Lenders for the due execution, genuineness, validity, enforceability or effectiveness of this Agreement Agreement, or any other Loan Documents or other instruments or agreements. Each Agent The Agents shall in all cases be fully protected in acting, or refraining from acting, in accordance with written instructions signed by the Requisite Required Lenders (or, when expressly required hereby, all the Lenders) and, except as otherwise specifically provided herein, such instructions and any action or inaction pursuant thereto shall be binding on all the Lenders. Each Agent The Agents shall, in the absence of actual knowledge to the contrary, be entitled to rely on any instrument or document believed by it them in good faith to be genuine and correct and to have been signed or sent by the proper Person person or persons. None of Neither the Agents nor any of their Related Parties directors, officers, employees or agents shall have any responsibility to the Loan Parties Borrowers on account of the failure of or delay in performance or breach by any Lender of any of its obligations hereunder or to any Lender on account of the failure of or delay in performance or breach by any other Lender or the Loan Parties a Borrower of any of their respective obligations hereunder or under any other Loan Document or in connection herewith or therewith. Each Agent The Agents may execute any and all duties hereunder and under the other Loan Documents by or through any of its Related Parties agents or any sub-agent appointed by it employees and shall be entitled to rely upon the advice of legal counsel selected by it them with respect to all matters arising hereunder and shall not be liable for any action taken or suffered in good faith by it them in accordance with the advice of such counsel. The Lenders hereby acknowledge that no Agent the Agents shall be under any no duty to take any discretionary action permitted to be taken by it them pursuant to the provisions of this Agreement or any other Loan Document unless it they shall be requested in writing to do so by the Requisite Required Lenders. Subject to the appointment and acceptance of a successor Administrative Agent as provided below, any the Administrative Agent may resign at any time by notifying the Lenders, the Issuing Banks, the LC Facility Issuing Bank and Borrowerthe Borrowers. Upon any such resignation, the Requisite Required Lenders shall have the right to appoint a successor. If no successor shall have been so appointed by the Requisite Required Lenders and shall have accepted such appointment within 30 days after the retiring Administrative Agent gives notice of its resignation, then the retiring Administrative Agent may, on behalf of the Lenders, the Issuing Banks and the LC Facility Issuing Bank, appoint a successor Administrative Agent which shall be a bank with an office in New York, New York, having a combined capital and surplus of at least $500.0 million 500,000,000 or an Affiliate affiliate of any such bank. Upon the acceptance of any appointment as an Administrative Agent hereunder by such a successor bank, such successor shall succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent and the retiring Administrative Agent shall be discharged from its duties and obligations hereunder. After an the Administrative Agent’s 's resignation hereunder, the provisions of this Article and Section 9.05 11.05 shall continue in effect for its benefit in respect of any actions taken or omitted to be taken by it while it was acting as an Administrative Agent. With respect to the Loans made by it hereunder, each Agent the Agents in its their individual capacity and not as an Agent Agents shall have the same rights and powers as any other Lender and may exercise the same as though it they were not an Agentthe Agents, and such Agent the Agents and its Affiliates their affiliates may accept deposits from, lend money to and generally engage in any kind of business with Borrower Holdings or any Subsidiary or other Affiliate thereof as if it they were not an Agentthe Agents. Each Lender agrees (a) to reimburse the Agents, on demand, in the amount of its pro rata share (based on its outstanding Term Loans, Revolving Exposures and unusued Commitments at the time of such demand) of any expenses incurred for the benefit of the Lenders by the Agents, including counsel fees and compensation of agents and employees paid for services rendered on behalf of the Lenders, which shall not have been reimbursed by one of the Borrowers and (b) to indemnify and hold harmless the Agents and any of their directors, officers, employees or agents, on demand, in the amount of such pro rata share, from and against any and all liabilities, taxes, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever which may be imposed on, incurred by or asserted against them in their capacity as Agents or any of them in any way relating to or arising out of this Agreement or any other Loan Document or any action taken or omitted by any of them under this Agreement or any other Loan Document, to the extent the same shall not have been reimbursed by the Borrowers; PROVIDED that no Lender shall be liable to the Agents for any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements resulting from the gross negligence or wilful misconduct of the Agents or any of their directors, officers, employees or agents. Each Lender acknowledges that it has, independently and without reliance upon any Agent the Agents or any other Lender and based on such documents and information as it has deemed appropriateapplicable, made its own credit analysis and decision to enter into this Agreement. Each Lender also acknowledges that it will, independently and without reliance upon any Agent the Agents or any other Lender and based on such documents and information as it shall from time to time deem appropriateapplicable, continue to make its own decisions in taking or not taking action under or based upon this Agreement or any other Loan Document, any related agreement or any document furnished hereunder or thereunder. Notwithstanding anything to the contrary in this Agreement, neither CGMI and JPMSI, as Joint Lead Arrangers, nor JPMCB as Syndication Agent, in such respective capacities, shall have any obligations, duties or responsibilities, or shall incur any liabilities, under this Agreement or any other Loan Document.

The Agents. Citicorp North AmericaIn order to expedite the transactions contemplated by this Agreement, Inc. each Agent is hereby appointed to act as Administrative Agent and Collateral Agent on behalf of the Lenders. Each of the Lenders and each assignee of any such Lender the Issuing Lenders hereby irrevocably authorizes each of the Agents Administrative Agent to take such actions on its behalf of such Lender or assignee and to exercise such powers as are specifically delegated to such the Administrative Agent by the terms and provisions hereof and of the other Loan Documentshereof, together with such actions and powers as are reasonably incidental thereto. Each The Administrative Agent is hereby expressly authorized by each Secured Partythe Lenders and the Issuing Lenders, without hereby limiting any implied authority, (a) to receive on behalf of the Secured Parties Lenders all payments of principal of and interest on the Obligations, all payments Loans and the LC Disbursements and all other amounts due to the Secured Parties Lenders and Issuing Lenders hereunder, and promptly to distribute to each Secured Party Lender and Issuing Lender its proper share of each payment so received; (b) to give notice on behalf of each of the Lenders to Borrower the Borrowers of any Event of Default specified in this Agreement of which such the Administrative Agent has actual knowledge acquired in connection with its agency hereunder; and (c) to distribute to each Lender and Issuing Lender copies of all notices, financial statements and other materials delivered by any Borrower pursuant to this Agreement as received by such the Administrative Agent; (d) to enter into the Security Documents on behalf of the Secured Parties; and (e) to claim all Obligations owed to . Neither any Secured Party against Borrower in its own name for the purpose of any Security Documents. None of the Agents Agent nor any of their Related Parties its directors, officers, employees or agents shall be liable to the Lenders as such for any action taken or omitted to be taken by any of them except to the extent finally judicially determined to have resulted from for its or his or her own gross negligence or willful wilful misconduct, or be responsible for any statement, warranty or representation herein or the contents of any document delivered in connection herewith, or be required to ascertain or to make any inquiry concerning the performance or observance by any Loan Party Borrower of any of the terms, conditions, covenants or agreements contained in any Loan Document. Without limiting the foregoing, the Lenders acknowledge that the Collateral Agent will use commercially reasonable efforts to substantially comply with the requirements of the Arizona Blind Trust Act, with respect to Mortgaged Properties located in Arizona, pursuant to advice of Arizona local counsel to Borrower. However, the Collateral Agent will in no event be liable to the Lenders for non-compliance with the Arizona Blind Trust Act or for any consequences therefromthis Agreement. The Agents shall not be responsible to the Lenders for the due execution, genuineness, validity, enforceability or effectiveness of this Agreement or any other Loan Documents or other instruments or agreements. Each The Administrative Agent shall in all cases be fully protected in acting, or refraining from acting, in accordance with written instructions signed by the Requisite Required Lenders (or, when expressly required hereby, all the Lenders) and, except as otherwise specifically provided herein, such instructions and any action or inaction pursuant thereto shall be binding on all the Lenders and the Issuing Lenders. Each The Administrative Agent shall, in the absence of actual knowledge to the contrary, be entitled to rely on any instrument or document believed by it in good faith to be genuine and correct and to have been signed or sent by the proper Person or personsPersons. None of Neither the Agents nor any of their Related Parties directors, officers, employees or agents shall have any responsibility to the Loan Parties any Borrower on account of the failure of or delay in performance or breach by any Lender or Issuing Lender of any of its obligations hereunder or to any Lender or Issuing Lender on account of the failure of or delay in performance or breach by any other Agent, any other Lender or the Loan Parties Issuing Lender or any Borrower of any of their respective obligations hereunder or under any other Loan Document or in connection herewith or therewithherewith. Each The Administrative Agent may execute any and all duties hereunder by or through any of its Related Parties agents or any sub-agent appointed by it employees and shall be entitled to rely upon the advice of legal counsel selected by it with respect to all matters arising hereunder and shall not be liable for any action taken or suffered in good faith by it in accordance with the advice of such counsel. The Lenders and the Issuing Lenders hereby acknowledge that no the Administrative Agent shall be under any no duty to take any discretionary action permitted to be taken by it pursuant to the provisions of any Loan Document this Agreement unless it shall be requested in writing to do so by the Requisite Required Lenders. Subject to the appointment and acceptance of a successor Administrative Agent as provided below, any the Administrative Agent may resign at any time by notifying the Lenders, the Issuing Banks, Lenders and the LC Facility Issuing Bank and BorrowerBorrowers. Upon any such resignation, the Requisite Required Lenders shall have the right to appoint from the Lenders a successor. If no successor shall have been so appointed by the Requisite Required Lenders and shall have accepted such appointment within 30 days after the retiring Administrative Agent gives notice of its resignation, then the retiring Administrative Agent may, on behalf of the Lenders, appoint from the Issuing Banks and the LC Facility Issuing Bank, appoint Lenders a successor Administrative Agent which shall be a bank with an office in New York, New York, having a combined capital and surplus of at least $500.0 million 500,000,000 or an Affiliate affiliate of any such bank, which successor shall be acceptable to Infinity (such acceptance not to be unreasonably withheld). Upon the acceptance of any appointment as an Administrative Agent hereunder by such a successor bank, such successor shall succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent and the retiring Administrative Agent shall be discharged from its duties and obligations hereunder. After an the Administrative Agent’s 's resignation hereunder, the provisions of this Article and Section 9.05 9.5 shall continue in effect for its benefit in respect of any actions taken or omitted to be taken by it while it was acting as an Administrative Agent. With respect to the Loans made by it them and their LC Exposure hereunder, each Agent the Agents in its their individual capacity and not as an Agent Agents shall have the same rights and powers as any other Lender and may exercise the same as though it they were not an AgentAgents, and such Agent the Agents and its Affiliates their affiliates may accept deposits from, lend money to and generally engage in any kind of business with Borrower the Borrowers or any Subsidiary of their respective Subsidiaries or other any Affiliate thereof as if it they were not an AgentAgents. Each Lender and Issuing Lender agrees (i) to reimburse the Administrative Agent in the amount of its pro rata share (based on its Total Facility Percentage or, after the date on which the Loans shall have been paid in full, based on its Total Facility Percentage immediately prior to such date) of any reasonable, out-of-pocket expenses incurred for the benefit of the Lenders or the Issuing Lenders by the Administrative Agent, including reasonable counsel fees and compensation of agents and employees paid for services rendered on behalf of the Lenders or the Issuing Lenders, which shall not have been reimbursed by or on behalf of any Borrower and (ii) to indemnify and hold harmless the Administrative Agent and any of its directors, officers, employees or agents, in the amount of such pro rata share, from and against any and all liabilities, taxes, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever which may be imposed on, incurred by or asserted against it in its capacity as Administrative Agent in any way relating to or arising out of this Agreement or any action taken or omitted by it under this Agreement, to the extent the same shall not have been reimbursed by or on behalf of Infinity; provided, that no Lender or Issuing Lender shall be liable to the Administrative Agent or any such director, officer, employee or agent for any portion of such liabilities, taxes, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements resulting from the gross negligence or wilful misconduct of the Administrative Agent or any of its directors, officers, employees or agents. Each Lender and Issuing Lender acknowledges that it has, independently and without reliance upon any Agent the Agents or any other Lender or Issuing Lender and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Agreement. Each Lender and Issuing Lender also acknowledges that it will, independently and without reliance upon any Agent or any other Lender or Issuing Lender and based on such documents and information as it shall from time to time deem appropriate, continue to make its own decisions in taking or not taking action under or based upon this Agreement or any other Loan DocumentAgreement, any related agreement or any document furnished hereunder or thereunder. Notwithstanding anything to Neither the contrary in this Agreement, neither CGMI and JPMSI, as Joint Lead Arrangers, nor JPMCB as Syndication Documentation Agent, in such respective capacitiesthe Co-Syndication Agents, the Arrangers nor any managing agent shall have any obligations, duties or responsibilities, or shall incur any liabilities, under this Agreement or any other Loan Documentresponsibilities hereunder in its capacity as such.

The Agents. Citicorp North AmericaIn order to expedite the transactions contemplated by this Agreement, Inc. Chase is hereby appointed to act as Administrative Paying Agent on behalf of the Lenders and Collateral Agent Chase, Credit Suisse First Boston and Goldman Sachs Credit Partners L.P. are hereby appointed to act a▇ ▇▇▇▇▇is▇▇▇▇▇ve Agents on behalf of the Lenders. Each of the Lenders and each assignee of any such Lender hereby irrevocably authorizes each of the Agents Agent to take such actions on behalf of such Lender or assignee and to exercise such powers as are specifically delegated to such Agent by the terms and provisions hereof and of the other Loan Documentshereof, together with such actions and powers as are reasonably incidental thereto. Each The Paying Agent is hereby expressly authorized by each Secured Partythe Lenders, without hereby limiting any implied authority, (a) to receive on behalf of the Secured Parties Lenders all payments of principal of and interest on the Obligations, all payments Loans and all other amounts due to the Secured Parties Lenders hereunder, and promptly to distribute to each Secured Party Lender its proper share of each payment so received; (b) to give notice on behalf of each of the Lenders to the Borrower of any Event of Default specified in this Agreement of which such the Paying Agent has actual knowledge acquired in connection with its agency hereunder; and (c) to distribute to each Lender copies of all notices, financial statements and other materials delivered by the Borrower pursuant to this Agreement as received by such the Paying Agent; (d) to enter into . It is understood that the Security Documents on behalf of the Secured Parties; and (e) to claim all Obligations owed to Agent Parties shall not have any Secured duties or obligations except those expressly set forth herein. Neither any Agent Party against Borrower in its own name for the purpose of any Security Documents. None of the Agents nor any of their Related Parties its directors, officers, employees or agents shall be liable to the Lenders as such for any action taken or omitted to be taken by any of them except to the extent finally judicially determined to have resulted from for its or his or her own gross negligence or willful misconduct, or be responsible for any statement, warranty or representation herein or the contents of any document delivered in connection herewith, or be required to ascertain or to make any inquiry concerning the performance or observance by any Loan Party the Borrower of any of the terms, conditions, covenants or agreements contained in any Loan Documentthis Agreement. Without limiting the foregoing, the Lenders acknowledge that the Collateral No Agent will use commercially reasonable efforts to substantially comply with the requirements of the Arizona Blind Trust Act, with respect to Mortgaged Properties located in Arizona, pursuant to advice of Arizona local counsel to Borrower. However, the Collateral Agent will in no event be liable to the Lenders for non-compliance with the Arizona Blind Trust Act or for any consequences therefrom. The Agents Party shall not be responsible to the Lenders for the due execution, genuineness, validity, enforceability or effectiveness of this Agreement or any other Loan Documents or other instruments or agreements. Each Agent Party may deem and treat the Lender which makes any Loan as the holder of the indebtedness resulting therefrom for all purposes hereof until, in the case of the Paying Agent, the Paying Agent shall have received notice from such Lender or, in the case of any other Agent Party, such Agent Party shall have received notice from the Paying Agent that it received such notice from such Lender, in each case, given as provided herein, of the transfer thereof. Each Agent Party shall in all cases be fully protected in acting, or refraining from acting, in accordance with written instructions signed by the Requisite Required Lenders (or, or when expressly required hereby, all the Lenders) and, except as otherwise specifically provided herein, such instructions and any action or inaction pursuant thereto shall be binding on all the Lenders. Each Agent Party shall, in the absence of actual knowledge to the contrary, be entitled to rely on any instrument or document believed by it in good faith to be genuine and correct and to have been signed or sent by the proper Person person or persons. None of the Agents Neither any Agent Party nor any of their Related Parties its directors, officers, employees or agents shall have any responsibility to the Loan Parties Borrower on account of the failure of or delay in performance or breach by any Lender of any of its obligations hereunder or to any Lender on account of the failure of or delay in performance or breach by any other Lender or the Loan Parties Borrower of any of their respective obligations hereunder or under any other Loan Document or in connection herewith or therewithherewith. Each Agent Party may execute any and all duties hereunder by or through any of its Related Parties agents or any sub-agent appointed by it employees and shall be entitled to rely upon the advice of legal counsel selected by it with respect to all matters arising hereunder and shall not be liable for any action taken or suffered in good faith by it in accordance with the advice of such counsel. The Lenders hereby acknowledge that no each Agent shall be under any no duty to take any discretionary action permitted to be taken by it pursuant to the provisions of any Loan Document this Agreement unless it shall be requested in writing to do so by the Requisite Required Lenders. Subject to the appointment and acceptance of a successor Paying Agent as provided below, any Agent may resign at any time by notifying the Lenders, Lenders and the Issuing Banks, the LC Facility Issuing Bank and Borrower. Upon any such resignationresignation of the Paying Agent, the Requisite Required Lenders shall have the right to appoint a successorsuccessor Paying Agent acceptable to the Borrower. If no successor shall have been so appointed by the Requisite Required Lenders and shall have accepted such appointment within 30 days after the retiring Paying Agent gives notice of its resignation, then the retiring Paying Agent may, on behalf of the Lenders, the Issuing Banks and the LC Facility Issuing Bank, appoint a successor Paying Agent which shall be a bank with an office in New York, New York, having a combined capital and surplus of at least $500.0 million 500,000,000 or an Affiliate of any such bank. Upon the acceptance of any appointment as an a Paying Agent hereunder by such a successor bank, such successor shall succeed to and become vested with all the rights, powers, privileges and duties of the retiring Paying Agent and the retiring Paying Agent shall be discharged from its duties and obligations hereunder. After an any Agent’s 's resignation hereunder, the provisions of this Article and Section 9.05 8.05 shall continue in effect for its benefit in respect of any actions taken or omitted to be taken by it while it was acting as an Agent. With respect to the Loans made by it hereunder, each any Agent in its individual capacity and not as an Agent shall have the same rights and powers as any other Lender and may exercise the same as though it were not an Agent, and such each Agent and its Affiliates may accept deposits from, lend money to and generally engage in any kind of business with the Borrower or any Subsidiary or other Affiliate thereof as if it were not an Agent. Each Lender agrees (i) to reimburse the Paying Agent, on demand, in the amount of its pro rata share (based on its Commitment hereunder) of any expenses incurred for the benefit of the Lenders by such Agent, including reasonable counsel fees and compensation of agents and employees paid for services rendered on behalf of the Lenders, which shall not have been reimbursed by the Borrower, and (ii) to indemnify and hold harmless each Agent Party and any of its directors, officers, employees or agents, on demand, in the amount of such pro rata share, from and against any and all liabilities, taxes, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever which may be imposed on, incurred by or asserted against it in its capacity as an Agent Party or any of them in any way relating to or arising out of this Agreement or any action taken or omitted by it or any of them under this Agreement to the extent the same shall not have been reimbursed by the Borrower; provided that no Lender shall be liable to any Agent Party for any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements resulting from the gross negligence or willful misconduct of such Agent Party or any of its directors, officers, employees or agents. Each Lender acknowledges that it has, independently and without reliance upon any Agent Party or any other Lender and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Agreement. Each Lender also acknowledges that it will, independently and without reliance upon any Agent Party or any other Lender and based on such documents and information as it shall from time to time deem appropriate, continue to make its own decisions in taking or not taking action under or based upon this Agreement or any other Loan Document, any related agreement or any document furnished hereunder or thereunder. Notwithstanding anything to the contrary in this Agreement, neither CGMI and JPMSI, as Joint Lead Arrangers, nor JPMCB as Syndication Agent, in such respective capacities, shall have any obligations, duties or responsibilities, or shall incur any liabilities, under this Agreement or any other Loan Document.

The Agents. SECTION 8.01. The Agents. Citicorp North America, Inc. is hereby appointed to act as Administrative Agent and Collateral Agent on behalf of the Lenders. Each of the Lenders and each assignee of any such Lender hereby irrevocably authorizes each of the Agents to take such actions on behalf of such Lender or assignee and to exercise such powers as are specifically delegated to such Agent by the terms and provisions hereof and of the other Loan Documents, together with such actions and powers as are reasonably incidental thereto. Each Agent is hereby expressly authorized by each Secured Partythe Lenders, without hereby limiting any implied authority, (a) to receive on behalf of the Secured Parties Lenders all payments of principal of and interest on the ObligationsLoans, all payments and all other amounts due to the Secured Parties Lenders hereunder, and promptly to distribute to each Secured Party Lender its proper share of each payment so received; (b) to give notice on behalf of each of the Lenders to any of the Borrower of any Default specified in this Agreement of which such Agent has actual knowledge acquired in connection with its agency hereunder; and (c) to distribute to each Lender copies of all notices, financial statements and other materials delivered by the Borrower pursuant to this Agreement as received by such Agent; (d) to enter into the Security Documents on behalf of the Secured Parties; and (e) to claim all Obligations owed to any Secured Party against Borrower in its own name for the purpose of any Security Documents. None of the Agents nor any of their Related Parties shall be liable to the Lenders as such for any action taken or omitted to be taken by any of them except to the extent finally judicially determined to have resulted from its or his or her own gross negligence or willful misconduct, or be responsible for any statement, warranty or representation herein or the contents of any document delivered in connection herewith, or be required to ascertain or to make any inquiry concerning the performance or observance by any Loan Party of any of the terms, conditions, covenants or agreements contained in any Loan Document. Without limiting the foregoing, the Lenders acknowledge that the Collateral Agent will use commercially reasonable efforts to substantially comply with the requirements of the Arizona Blind Trust Act, with respect to Mortgaged Properties located in Arizona, pursuant to advice of Arizona local counsel to Borrower. However, the Collateral Agent will in no event be liable to the Lenders for non-compliance with the Arizona Blind Trust Act or for any consequences therefrom. The Agents shall not be responsible to the Lenders for the due execution, genuineness, validity, enforceability or effectiveness of this Agreement or any other Loan Documents or other instruments or agreements. Each Agent shall in all cases be fully protected in acting, or refraining from acting, in accordance with written instructions signed by the Requisite Lenders (or, when expressly required hereby, all the Lenders) and, except as otherwise specifically provided herein, such instructions and any action or inaction pursuant thereto shall be binding on all the Lenders. Each Agent shall, in the absence of actual knowledge to the contrary, be entitled to rely on any instrument or document believed by it in good faith to be genuine and correct and to have been signed or sent by the proper Person person or persons. None of the Agents nor any of their Related Parties shall have any responsibility to the Loan Parties on account of the failure of or delay in performance or breach by any Lender of any of its obligations hereunder or to any Lender on account of the failure of or delay in performance or breach by any other Lender or the Loan Parties of any of their respective obligations hereunder or under any other Loan Document or in connection herewith or therewith. Each Agent may execute any and all duties hereunder by or through any of its Related Parties or any sub-agent appointed by it and shall be entitled to rely upon the advice of legal counsel selected by it with respect to all matters arising hereunder and shall not be liable for any action taken or suffered in good faith by it in accordance with the advice of such counsel. The Lenders hereby acknowledge that no Agent shall be under any duty to take any discretionary action permitted to be taken by it pursuant to the provisions of any Loan Document unless it shall be requested in writing to do so by the Requisite Lenders. Subject to the appointment and acceptance of a successor Agent as provided below, any Agent may resign at any time by notifying the Lenders, the Issuing Banks, the LC Facility Issuing Bank and the Borrower. Upon any such resignation, the Requisite Lenders shall have the right to appoint a successor. If no successor shall have been so appointed by the Requisite Lenders and shall have accepted such appointment within 30 days after the retiring Agent gives notice of its resignation, then the retiring Agent may, on behalf of the Lenders, the Issuing Banks Lenders and the LC Facility Issuing Bank, appoint a successor Agent which shall be a bank with an office in New York, New York, having a combined capital and surplus of at least $500.0 million or an Affiliate of any such bank. Upon the acceptance of any appointment as an Agent hereunder by such a successor bank, such successor shall succeed to and become vested with all the rights, powers, privileges and duties of the retiring Agent and the retiring Agent shall be discharged from its duties and obligations hereunder. After an Agent’s 's resignation hereunder, the provisions of this Article and Section 9.05 10.05 shall continue in effect for its benefit in respect of any actions taken or omitted to be taken by it while it was acting as an Agent. With respect to the Loans made by it hereunder, each Agent in its individual capacity and not as an Agent shall have the same rights and powers as any other Lender and may exercise the same as though it were not an Agent, and such Agent and its Affiliates may accept deposits from, lend money to and generally engage in any kind of business with the Borrower or any Subsidiary or other Affiliate thereof as if it were not an Agent. Each Lender acknowledges that it has, independently and without reliance upon any Agent or any other Lender and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Agreement. Each Lender also acknowledges that it will, independently and without reliance upon any Agent or any other Lender and based on such documents and information as it shall from time to time deem appropriate, continue to make its own decisions in taking or not taking action under or based upon this Agreement or any other Loan Document, any related agreement or any document furnished hereunder or thereunder. Notwithstanding anything to the contrary in this Agreement, neither CGMI and JPMSIHarris, as Joint Lead ArrangersArrangers and Joint Bookrunners, nor JPMCB Harris, as Syndication ▇▇▇▇▇cation Agent, nor CIBC and Rabobank, as Co-Documentat▇▇▇ ▇▇ents, in such respective capacities, shall have any obligations, duties or responsibilities, or shall incur any liabilities, under this Agreement or any other Loan Document.

The Agents. Citicorp North America, Inc. is hereby appointed to act as Administrative Agent and Collateral Agent on behalf of the Lenders. Each of the Lenders and each assignee of any such Lender the Issuing Banks hereby irrevocably appoints the Agents as its agents and authorizes each of the Agents to take such actions on its behalf of such Lender or assignee and to exercise such powers as are specifically delegated to such Agent them by the terms and provisions hereof and of the other Loan Documents, together with such actions and powers as are reasonably incidental thereto. Each Agent is hereby The provisions of this Section 8.01 (other than as expressly authorized by each Secured Party, without hereby limiting any implied authority, (aprovided herein) to receive on behalf of the Secured Parties all payments of principal of and interest on the Obligations, all payments and all other amounts due to the Secured Parties hereunder, and promptly to distribute to each Secured Party its proper share of each payment so received; (b) to give notice on behalf of each of the Lenders to Borrower of any Default specified in this Agreement of which such Agent has actual knowledge acquired in connection with its agency hereunder; (c) to distribute to each Lender copies of all notices, financial statements and other materials delivered by Borrower pursuant to this Agreement as received by such Agent; (d) to enter into the Security Documents on behalf of the Secured Parties; and (e) to claim all Obligations owed to any Secured Party against Borrower in its own name are solely for the purpose of any Security Documents. None benefit of the Agents nor any of their Related Parties shall be liable to and the Lenders as such for any action taken or omitted to be taken by any of them except to the extent finally judicially determined to have resulted from its or his or her own gross negligence or willful misconduct, or be responsible for any statement, warranty or representation herein or the contents of any document delivered in connection herewith, or be required to ascertain or to make any inquiry concerning the performance or observance by any and no Loan Party shall have any rights as a third-party beneficiary of any of the terms, conditions, covenants provisions of this Section 8.01 (other than as expressly provided herein). Notwithstanding any other provision of this Agreement or agreements contained in any provision of any other Loan Document, each of the Joint Lead Arrangers, the Syndication Agent, the Co-Documentation Agents and the Joint Bookrunners are named as such for recognition purposes only, and in their respective capacities as such shall have no duties, responsibilities or liabilities with respect to this Agreement or any other Loan Document; it being understood and agreed that each of the Joint Lead Arrangers, the Syndication Agent, the Co-Documentation Agent and the Joint Bookrunners shall be entitled to all indemnification and reimbursement rights in favor of the Agents provided herein and in the other Loan Documents and all of the other benefits of this Section 8.01. Each of the Syndication Agent, the Co-Documentation Agents and the Joint Lead Arrangers and the Joint Bookrunners, without consent of or notice to any party hereto, may assign any and all of its rights or obligations hereunder to any of its Affiliates. Without limiting limitation of the foregoing, neither the Lenders acknowledge that the Collateral Agent will use commercially reasonable efforts to substantially comply with the requirements of the Arizona Blind Trust Act, with respect to Mortgaged Properties located in Arizona, pursuant to advice of Arizona local counsel to Borrower. HoweverJoint Lead Arrangers, the Collateral Agent will Syndication Agent, the Co-Documentation Agents nor the Joint Bookrunners in no event be liable to the Lenders for non-compliance with the Arizona Blind Trust Act or for any consequences therefrom. The Agents shall not be responsible to the Lenders for the due executiontheir respective capacities as such shall, genuineness, validity, enforceability or effectiveness by reason of this Agreement or any other Loan Documents or other instruments or agreements. Each Agent shall in all cases be fully protected in actingDocument, or refraining from acting, in accordance with written instructions signed by the Requisite Lenders (or, when expressly required hereby, all the Lenders) and, except as otherwise specifically provided herein, such instructions and any action or inaction pursuant thereto shall be binding on all the Lenders. Each Agent shall, in the absence of actual knowledge to the contrary, be entitled to rely on any instrument or document believed by it in good faith to be genuine and correct and to have been signed or sent by the proper Person or persons. None of the Agents nor any of their Related Parties shall have any responsibility to the Loan Parties on account of the failure of or delay in performance or breach by any Lender of any of its obligations hereunder or to any Lender on account of the failure of or delay in performance or breach by any other Lender or the Loan Parties of any of their respective obligations hereunder or under any other Loan Document or in connection herewith or therewith. Each Agent may execute any and all duties hereunder by or through any of its Related Parties or any sub-agent appointed by it and shall be entitled to rely upon the advice of legal counsel selected by it with respect to all matters arising hereunder and shall not be liable for any action taken or suffered in good faith by it in accordance with the advice of such counsel. The Lenders hereby acknowledge that no Agent shall be under any duty to take any discretionary action permitted to be taken by it pursuant to the provisions of any Loan Document unless it shall be requested in writing to do so by the Requisite Lenders. Subject to the appointment and acceptance of a successor Agent as provided below, any Agent may resign at any time by notifying the Lenders, the Issuing Banks, the LC Facility Issuing Bank and Borrower. Upon any such resignation, the Requisite Lenders shall have the right to appoint a successor. If no successor shall have been so appointed by the Requisite Lenders and shall have accepted such appointment within 30 days after the retiring Agent gives notice of its resignation, then the retiring Agent may, on behalf of the Lenders, the Issuing Banks and the LC Facility Issuing Bank, appoint a successor Agent which shall be a bank with an office in New York, New York, having a combined capital and surplus of at least $500.0 million or an Affiliate of any such bank. Upon the acceptance of any appointment as an Agent hereunder by such a successor bank, such successor shall succeed to and become vested with all the rights, powers, privileges and duties of the retiring Agent and the retiring Agent shall be discharged from its duties and obligations hereunder. After an Agent’s resignation hereunder, the provisions of this Article and Section 9.05 shall continue in effect for its benefit fiduciary relationship in respect of any actions taken Lender, Loan Party or omitted to be taken by it while it was acting any other Person. The bank serving as an Agent. With respect to the Loans made by it hereunder, each Administrative Agent in its individual capacity and not as an Collateral Agent shall have the same rights and powers in its capacity as a Lender as any other Lender and may exercise the same as though it were not an the Administrative Agent or Collateral Agent, and such Agent bank and its Affiliates may accept deposits from, lend money to and generally engage in any kind of business with the Borrower or any Subsidiary or other Affiliate thereof as if it were not an the Administrative Agent or Collateral Agent. The Agents shall not have any duties or obligations except those expressly set forth in the Loan Documents. Without limiting the generality of the foregoing, (a) the Agents shall not be subject to any fiduciary or other implied duties, regardless of whether a Default has occurred and is continuing, (b) neither Agent shall have any duty to take any discretionary action or exercise any discretionary powers unless and until such Agent shall have received instructions from the Required Lenders (or such other number or percentage of the Lenders as shall be necessary under the circumstances, as provided in Section 9.02) and, upon receipt of such instructions from Required Lenders (or such other Lenders, as the case may be), such Agent shall be entitled to act or (where so instructed) refrain from acting, or to exercise such power, discretion or authority, in accordance with such instructions and shall not be required to take any action that, in its opinion or the opinion of its counsel, may expose such Agent to liability or that is contrary to any Loan Document or applicable law, and (c) except as expressly set forth in the Loan Documents, the Agents shall not have any duty to disclose, and shall not be liable for the failure to disclose, any information relating to the Borrower or any of the Subsidiaries that is communicated to or obtained by the bank serving as Administrative Agent and Collateral Agent or any of its Affiliates in any capacity. Neither Agent shall be liable for any action taken or not taken by it (i) under or in connection with any Loan Document or (ii) with the consent or at the request of the Required Lenders (or such other number or percentage of the Lenders as shall be necessary under the circumstances as provided in Section 9.02) or in the absence of its own gross negligence or willful misconduct (as determined by a final non-appealable judgment of a court of competent jurisdiction). Neither Agent shall be deemed to have knowledge of any Default unless and until written notice thereof is given to such Agent by the Borrower or a Lender, and neither Agent shall be responsible for or have any duty to ascertain or inquire into (i) any statement, warranty or representation made in or in connection with any Loan Document, (ii) the contents of any certificate, report or other document delivered thereunder or in connection therewith, (iii) the performance or observance of any of the covenants, agreements or other terms or conditions set forth in any Loan Document, (iv) the validity, enforceability, effectiveness or genuineness of any Loan Document or any other agreement, instrument or document or (v) the satisfaction of any condition set forth in Article IV or elsewhere in any Loan Document, other than to confirm receipt of items expressly required to be delivered to such Agent. Each Lender acknowledges that Agent shall be entitled to rely upon, and shall not incur any liability for relying upon, any notice, request, certificate, consent, statement, instrument, document or other writing believed by it has, independently to be genuine and without reliance to have been signed or sent by the proper Person. Each Agent also may rely upon any statement made to it orally or by telephone and believed by it to be made by the proper Person, and shall not incur any liability for relying thereon. The Agents may consult with legal counsel (who may be counsel for the Borrower), independent accountants and other experts selected by them, and shall not be liable for any action taken or not taken by them in accordance with the advice of any such counsel, accountants or experts. Each Agent may perform any and all its duties and exercise its rights and powers by or through any one or more sub-agents appointed by it. Each Agent and any such sub-agent may perform any and all its duties and exercise its rights and powers through its respective Related Parties. The exculpatory provisions of the preceding paragraphs shall apply to any such sub-agent and to the Related Parties of the Agents and any such sub-agent, and shall apply to their respective activities in connection with the syndication of the credit facilities provided for herein as well as activities as Administrative Agent and Collateral Agent. All of the rights, benefits, and privileges (including the exculpatory and indemnification provisions) of this paragraph and of Section 9.03 shall apply to any such sub-agent and to the Related Parties of any such sub-agent, and shall apply to their respective activities as sub-agent as if such sub-agent and Related Parties were named herein. Notwithstanding anything herein to the contrary, with respect to each such sub-agent appointed by an Agent, (i) such sub-agent shall be a third-party beneficiary under this Agreement with respect to all such rights, benefits and privileges (including exculpatory rights and rights to indemnification) and shall have all of the rights and benefits of a third-party beneficiary, including an independent right of action to enforce such rights, benefits and privileges (including exculpatory rights and rights to indemnification) directly, without the consent or joinder of any other Person, against any or all of Loan Parties and the Lenders, (ii) such rights, benefits and privileges (including exculpatory rights and rights to indemnification) of such sub-agent shall not be modified or amended without the consent of such sub-agent, and (iii) such sub-agent shall only have obligations to the Administrative Agent and not to any Loan Party, Lender or any other Person and no Loan Party, Lender and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Agreement. Each Lender also acknowledges that it will, independently and without reliance upon any Agent or any other Person shall have any rights, directly or indirectly, as a third-party beneficiary or otherwise, against such sub-agent. Each Lender, in proportion to its Applicable Aggregate Percentage, severally agrees to indemnify each Agent, Issuing Bank and Swingline Lender, to the extent that such Agent, Issuing Bank or Swingline Lender shall not have been reimbursed by any Loan Party (and based on without limiting its obligation to do so), for and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses (including counsel fees and disbursements) or disbursements of any kind or nature whatsoever which may be imposed on, incurred by or asserted against such documents Agent, Issuing Bank or Swingline Lender in exercising its powers, rights and information remedies or performing its duties hereunder or under the other Loan Documents or otherwise in its capacity as it shall from time such Agent in any way relating to time deem appropriate, continue to make its own decisions in taking or not taking action under or based upon arising out of this Agreement or any the other Loan Documents; provided, that no Lender shall be liable for any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements resulting from such Agent's, Issuing Bank's Swingline Lender's, as applicable gross negligence or willful misconduct, as determined by a final, non-appealable judgment of a court of competent jurisdiction. If any indemnity furnished to any Agent, Issuing Bank or Swingline Lender, for any purpose shall, in the opinion of such Agent, Issuing Bank or Swingline Lender, as applicable, be insufficient or become impaired, such Agent, Issuing Bank or Swingline Lender, as applicable, may call for additional indemnity and cease, or not commence, to do the acts indemnified against until such additional indemnity is furnished; provided, that in no event shall this sentence require any Lender to indemnify any Agent, Issuing Bank or Swingline Lender against any liability, obligation, loss, damage, penalty, action, judgment, suit, cost, expense or disbursement in excess of such Lender's Applicable Aggregate Revolving Percentage thereof; and provided, further, that this sentence shall not be deemed to require any Lender to indemnify any Agent, Issuing Bank or Swingline Lender against any liability, obligation, loss, damage, penalty, action, judgment, suit, cost, expense or disbursement described in the proviso in the immediately preceding sentence. The Administrative Agent shall have the right to resign at any time by giving prior written notice thereof to the Lenders and the Borrower. The Administrative Agent shall have the right to appoint a financial institution to act as the Administrative Agent and/or the Collateral Agent hereunder, subject to the reasonable satisfaction of the Borrower and the Required Lenders, and the Administrative Agent's resignation shall become effective on the earlier of (i) the acceptance of such successor Administrative Agent by the Borrower and the Required Lenders or (ii) the thirtieth day after such notice of resignation. Upon any such notice of resignation, if a successor Administrative Agent has not already been appointed by the retiring Administrative Agent, the Required Lenders shall have the right, upon five Business Days' notice to the Borrower, to appoint a successor Administrative Agent subject to the reasonable satisfaction of the Borrower. If neither the Required Lenders nor the Administrative Agent have appointed a successor Administrative Agent, then the Required Lenders shall be deemed to have succeeded to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent; provided, that until a successor Administrative Agent is so appointed by Required Lenders or the Administrative Agent, the Administrative Agent, by notice to the Borrower and Required Lenders, may retain its role as the Collateral Agent under any Security Document. Upon the acceptance of any appointment as the Administrative Agent hereunder by a successor Administrative Agent, that successor Administrative Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring the Administrative Agent and the retiring the Administrative Agent shall promptly (i) transfer to such successor Administrative Agent all sums, securities and other items of Collateral held under the Security Documents, together with all records and other documents necessary or appropriate in connection with the performance of the duties of the successor Administrative Agent under the Loan Documents, and (ii) execute and deliver to such successor Administrative Agent such amendments to financing statements, and take such other actions, as may be necessary or appropriate in connection with the assignment to such successor Administrative Agent of the security interests created under the Security Documents, whereupon such retiring the Administrative Agent shall be discharged from its duties and obligations hereunder. Except as provided above, any related agreement resignation of Barclays Bank or its successor as Administrative Agent pursuant to this Section 8.01 shall also constitute the resignation of Barclays Bank or its successor as the Collateral Agent. After any document furnished retiring Administrative Agent's resignation hereunder as Administrative Agent, the provisions of this Section 8.01 shall inure to its benefit as to any actions taken or thereunderomitted to be taken by it while it was the Administrative Agent hereunder. Notwithstanding anything Any successor Administrative Agent appointed pursuant to this paragraph shall, upon its acceptance of such appointment, become the successor Collateral Agent for all purposes hereunder. If Barclays Bank or its successor as Administrative Agent pursuant to this paragraph has resigned as Administrative Agent but retained its role as Collateral Agent and no successor Collateral Agent has become the Collateral Agent pursuant to the contrary immediately preceding sentence, Barclays Bank or its successor may resign as Collateral Agent upon notice to the Borrower and Required Lenders at any time. After any retiring Agent's resignation hereunder and under the other Loan Documents, the provisions of this Article and Section 9.03 shall continue in this Agreement, neither CGMI and JPMSI, as Joint Lead Arrangers, nor JPMCB as Syndication effect for the benefit of such retiring Agent, its respective Related Parties that at any time acted as a sub-agent in respect of any actions taken or omitted to be taken by any of them while the retiring Agent was acting as Agent. Any resignation of Barclays Bank or its successor as the Administrative Agent pursuant to the preceding paragraph shall also constitute the resignation of Barclays Bank or its successor as the Swingline Lender, and any successor Administrative Agent appointed pursuant to Section 8.01 shall, upon its acceptance of such respective capacitiesappointment, become the successor Swingline Lender for all purposes hereunder. In such event (a) the Borrower shall prepay any outstanding Swingline Loans made by the retiring Administrative Agent in its capacity as Swingline Lender, (b) upon such prepayment, the retiring the Administrative Agent and Swingline Lender shall surrender any Swingline Note held by it to the Borrower for cancellation and (c) the Borrower shall issue, if so requested by the successor Administrative Agent and the Swingline Loan Lender, a new Swingline Note to the successor Administrative Agent and the Swingline Lender, in the principal amount of the Swingline Loan then in effect and with other appropriate insertions. In addition to the foregoing, the Collateral Agent may resign at any time by giving 30 days' prior written notice thereof to Lenders and the Loan Parties. The Administrative Agent shall have the right to appoint a financial institution as Collateral Agent hereunder, subject to the reasonable satisfaction of the Borrower and the Required Lenders and the Collateral Agent's resignation shall become effective on the earlier of (a) the acceptance of such successor Collateral Agent by the Borrower and the Required Lenders or (b) the thirtieth day after such notice of resignation. Upon any obligationssuch notice of resignation, duties or responsibilitiesthe Required Lenders shall have the right, or shall incur upon five Business Days' notice to the Administrative Agent, to appoint a successor Collateral Agent. Upon the acceptance of any liabilitiesappointment as Collateral Agent hereunder by a successor Collateral Agent, under this Agreement or any other Loan Document.the successor Collateral Age

The Agents. Citicorp North AmericaIn order to expedite the transactions contemplated by this Agreement, Inc. JPMCB is hereby appointed to act as Administrative Agent and Collateral Agent on behalf of the Lenders. Each of the Lenders and each assignee of any such Lender hereby irrevocably authorizes each of the Agents to take such actions on behalf of such Lender or assignee and to exercise such powers as are specifically delegated to such Agent the Agents by the terms and provisions hereof and of the other Loan Documents, together with such actions and powers as are reasonably incidental thereto. Each The Administrative Agent is hereby expressly authorized by each Secured Partythe Lenders, without hereby limiting any implied authority, (a) to receive on behalf of the Secured Parties Lenders all payments of principal of and interest on the Obligations, all payments Loans and all other amounts due to the Secured Parties Lenders hereunder, and promptly to distribute to each Secured Party Lender its proper share of each payment so received; (b) as provided in Article VII, to give notice on behalf of each of the Lenders to Borrower the Borrowers of any Event of Default specified in this Agreement of which such the Administrative Agent has actual knowledge acquired in connection with its agency hereunder; and (c) to distribute to each Lender copies of all notices, financial statements and other materials delivered by any Borrower pursuant to this Agreement as received by such the Administrative Agent; (d) to enter into the Security Documents on behalf of the Secured Parties; and (e) to claim all Obligations owed to any Secured Party against Borrower in its own name for the purpose of any Security Documents. None of Neither the Agents nor any of their Related Parties directors, officers, employees or agents shall be liable to the Lenders as such for any action taken or omitted to be taken by any of them except to the extent finally judicially determined to have resulted from for its or his or her own gross negligence or willful wilful misconduct, or be responsible for any statement, warranty or representation herein or the contents of any document delivered in connection herewith, or be required to ascertain or to make any inquiry concerning the performance or observance by any Loan Party the Borrowers of any of the terms, conditions, covenants or agreements contained in any Loan Document. Without limiting the foregoing, the Lenders acknowledge that the Collateral Agent will use commercially reasonable efforts to substantially comply with the requirements of the Arizona Blind Trust Act, with respect to Mortgaged Properties located in Arizona, pursuant to advice of Arizona local counsel to Borrower. However, the Collateral Agent will in no event be liable to the Lenders for non-compliance with the Arizona Blind Trust Act or for any consequences therefrom. The Agents shall not be responsible to the Lenders for the due execution, genuineness, validity, enforceability or effectiveness of this Agreement Agreement, or any other Loan Documents or other instruments or agreements. Each Agent The Agents shall in all cases be fully protected in acting, or refraining from acting, in accordance with written instructions signed by the Requisite Required Lenders (or, when expressly required hereby, all the Lenders) and, except as otherwise specifically provided herein, such instructions and any action or inaction pursuant thereto shall be binding on all the Lenders. Each Agent The Agents shall, in the absence of actual knowledge to the contrary, be entitled to rely on any instrument or document believed by it them in good faith to be genuine and correct and to have been signed or sent by the proper Person person or persons. None of Neither the Agents nor any of their Related Parties directors, officers, employees or agents shall have any responsibility to the Loan Parties Borrowers on account of the failure of or delay in performance or breach by any Lender of any of its obligations hereunder or to any Lender on account of the failure of or delay in performance or breach by any other Lender or the Loan Parties a Borrower of any of their respective obligations hereunder or under any other Loan Document or in connection herewith or therewith. Each Agent The Agents may execute any and all duties hereunder and under the other Loan Documents by or through any of its Related Parties agents or any sub-agent appointed by it employees and shall be entitled to rely upon the advice of legal counsel selected by it them with respect to all matters arising hereunder and shall not be liable for any action taken or suffered in good faith by it them in accordance with the advice of such counsel. The Lenders hereby acknowledge that no Agent the Agents shall be under any no duty to take any discretionary action permitted to be taken by it them pursuant to the provisions of this Agreement or any other Loan Document unless it they shall be requested in writing to do so by the Requisite Required Lenders. Subject to the appointment and acceptance of a successor Administrative Agent as provided below, any the Administrative Agent may resign at any time by notifying the Lenders, the Issuing Banks, the LC Facility Issuing Bank and Borrowerthe Borrowers. Upon any such resignation, the Requisite Required Lenders shall have the right to appoint a successor. If no successor shall have been so appointed by the Requisite Required Lenders and shall have accepted such appointment within 30 days after the retiring Administrative Agent gives notice of its resignation, then the retiring Administrative Agent may, on behalf of the Lenders, the Issuing Banks and the LC Facility Issuing Bank, appoint a successor Administrative Agent which shall be a bank with an office in New York, New York, having a combined capital and surplus of at least $500.0 million 500,000,000 or an Affiliate of any such bank. Upon the acceptance of any appointment as an Administrative Agent hereunder by such a successor bank, such successor shall succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent and the retiring Administrative Agent shall be discharged from its duties and obligations hereunder. After an the Administrative Agent’s 's resignation hereunder, the provisions of this Article and Section 9.05 10.05 shall continue in effect for its benefit in respect of any actions taken or omitted to be taken by it while it was acting as an Administrative Agent. With respect to the Loans made by it hereunder, each Agent the Agents in its their individual capacity and not as an Agent Agents shall have the same rights and powers as any other Lender and may exercise the same as though it they were not an Agentthe Agents, and such Agent the Agents and its their Affiliates may accept deposits from, lend money to and generally engage in any kind of business with Borrower Holdings or any Subsidiary or other Affiliate thereof as if it they were not an Agentthe Agents. Each Lender agrees (a) to reimburse the Agents, on demand, in the amount of its pro rata share (based on its outstanding Term Loans, Revolving Exposures and unused Commitments at the time of such demand) of any expenses incurred for the benefit of the Lenders by the Agents, including counsel fees and compensation of agents and employees paid for services rendered on behalf of the Lenders, which shall not have been reimbursed by one of the Borrowers and (b) to indemnify and hold harmless the Agents and any of their directors, officers, employees or agents, on demand, in the amount of such pro rata share, from and against any and all liabilities, taxes, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever which may be imposed on, incurred by or asserted against them in their capacity as Agents or any of them in any way relating to or arising out of this Agreement or any other Loan Document or any action taken or omitted by any of them under this Agreement or any other Loan Document, to the extent the same shall not have been reimbursed by the Borrowers; PROVIDED that no Lender shall be liable to the Agents for any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements resulting from the gross negligence or wilful misconduct of the Agents or any of their directors, officers, employees or agents. Each Lender acknowledges that it has, independently and without reliance upon any Agent the Agents or any other Lender and based on such documents and information as it has deemed appropriateapplicable, made its own credit analysis and decision to enter into this Agreement. Each Lender also acknowledges that it will, independently and without reliance upon any Agent the Agents or any other Lender and based on such documents and information as it shall from time to time deem appropriateapplicable, continue to make its own decisions in taking or not taking action under or based upon this Agreement or any other Loan Document, any related agreement or any document furnished hereunder or thereunder. Notwithstanding anything to the contrary in this Agreement, neither CGMI and JPMSI, as Joint Lead Arrangers, nor JPMCB as Syndication Agent, in such respective capacities, shall have any obligations, duties or responsibilities, or shall incur any liabilities, under this Agreement or any other Loan Document.

The Agents. SECTION 8.01. The Agents. Citicorp North America, Inc. is hereby appointed ---------- to act as Administrative Agent and the U.S. Collateral Agent on behalf of the U.S. Lenders, and Citibank International plc is hereby appointed to act as the U.K. Administrative Agent and Citicorp Trustee Company Limited is hereby appointed to act as the Euro Collateral Agent on behalf of the Term B Euro Lenders and the Revolving Euro Lenders. Each of the Lenders and each assignee of any such Lender hereby irrevocably authorizes each of the Agents to take such actions on behalf of such Lender or assignee and to exercise such powers as are specifically delegated to such Agent by the terms and provisions hereof and of the other Loan Documents, together with such actions and powers as are reasonably incidental thereto. Each Agent (it being understood that with respect to the Euro Collateral Agent, only to the extent expressly set forth in the Euro Intercreditor Agreement) is hereby expressly authorized by each Secured Partythe Lenders, without hereby limiting any implied authority, (a) to receive on behalf of the Secured Parties Lenders all payments of principal of and interest on the ObligationsLoans, and all payments and all other amounts due to the Secured Parties Lenders hereunder, and promptly to distribute to each Secured Party Lender its proper share of each payment so received; (b) to give notice on behalf of each of the Lenders to Borrower any of the Borrowers of any Default or Event of Default specified in this Agreement of which such Agent has actual knowledge acquired in connection with its agency hereunder; and (c) to distribute to each Lender copies of all notices, financial statements and other materials delivered by Borrower the Borrowers pursuant to this Agreement as received by such Agent; (d) to enter into the Security Documents on behalf of the Secured Parties; and (e) to claim all Obligations owed to any Secured Party against Borrower in its own name for the purpose of any Security Documents. None of the Agents nor any of their Related Parties shall be liable to the Lenders as such for any action taken or omitted to be taken by any of them except to the extent finally judicially determined to have resulted from its or his or her own gross negligence or willful misconduct, or be responsible for any statement, warranty or representation herein or the contents of any document delivered in connection herewith, or be required to ascertain or to make any inquiry concerning the performance or observance by any Loan Party of any of the terms, conditions, covenants or agreements contained in any Loan Document. Without limiting the foregoing, the Lenders acknowledge that the Collateral Agent will use commercially reasonable efforts to substantially comply with the requirements of the Arizona Blind Trust Act, with respect to Mortgaged Properties located in Arizona, pursuant to advice of Arizona local counsel to Borrower. However, the Collateral Agent will in no event be liable to the Lenders for non-compliance with the Arizona Blind Trust Act or for any consequences therefrom. The Agents shall not be responsible to the Lenders for the due execution, genuineness, validity, enforceability or effectiveness of this Agreement or any other Loan Documents or other instruments or agreements. Each Agent shall in all cases be fully protected in acting, or refraining from acting, in accordance with written instructions signed by the Requisite Lenders (or, when expressly required hereby, all the Lenders) and, except as otherwise specifically provided herein, such instructions and any action or inaction pursuant thereto shall be binding on all the Lenders. Each Agent shall, in the absence of actual knowledge to the contrary, be entitled to rely on any instrument or document believed by it in good faith to be genuine and correct and to have been signed or sent by the proper Person person or persons. None of the Agents nor any of their Related Parties shall have any responsibility to the Loan Parties on account of the failure of or delay in performance or breach by any Lender of any of its obligations hereunder or to any Lender on account of the failure of or delay in performance or breach by any other Lender or the Loan Parties of any of their respective obligations hereunder or under any other Loan Document or in connection herewith or therewith. Each Agent may execute any and all duties hereunder by or through any of its Related Parties or any sub-agent appointed by it and shall be entitled to rely upon the advice of legal counsel selected by it with respect to all matters arising hereunder and shall not be liable for any action taken or suffered in good faith by it in accordance with the advice of such counsel. The Lenders hereby acknowledge that no Agent shall be under any duty to take any discretionary action permitted to be taken by it pursuant to the provisions of any Loan Document unless it shall be requested in writing to do so by the Requisite Lenders. Subject to the appointment and acceptance of a successor Agent as provided below, any Agent may resign at any time by notifying the Lenders, the Issuing Banks, the LC Facility Issuing Bank and Borrowerthe Borrowers. Upon any such resignation, the Requisite Lenders shall have the right to appoint a successor. If no successor shall have been so appointed by the Requisite Lenders and shall have accepted such appointment within 30 days after the retiring Agent gives notice of its resignation, then the retiring Agent may, on behalf of the Lenders, the Issuing Banks Lenders and the LC Facility Issuing Bank, appoint a successor Agent which shall be a bank with an office in New York, New York, having a combined capital and surplus of at least $500.0 million or an Affiliate of any such bank. Upon the acceptance of any appointment as an Agent hereunder by such a successor bank, such successor shall succeed to and become vested with all the rights, powers, privileges and duties of the retiring Agent and the retiring Agent shall be discharged from its duties and obligations hereunder. After an Agent’s 's resignation hereunder, the provisions of this Article and Section 9.05 10.05 shall continue in effect for its benefit in respect of any actions taken or omitted to be taken by it while it was acting as an Agent. With respect to the Loans made by it hereunder, each Agent in its individual capacity and not as an Agent shall have the same rights and powers as any other Lender and may exercise the same as though it were not an Agent, and such Agent and its Affiliates may accept deposits from, lend money to and generally engage in any kind of business with Borrower Crown Holdings or any Subsidiary or other Affiliate thereof as if it were not an Agent. Each Lender acknowledges that it has, independently and without reliance upon any Agent or any other Lender and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Agreement. Each Lender also acknowledges that it will, independently and without reliance upon any Agent or any other Lender and based on such documents and information as it shall from time to time deem appropriate, continue to make its own decisions in taking or not taking action under or based upon this Agreement or any other Loan Document, any related agreement or any document furnished hereunder or thereunder. Each Lender hereby authorizes the Collateral Agents to enter into the U.S. Intercreditor Agreement and the Euro Intercreditor Agreement, the Receivables Intercreditor Agreement, the Sharing Agreement and each Security Document on behalf of such Lender and to exercise its rights and perform its obligations thereunder. Each of the Term B Euro Lenders and the Revolving Euro Lenders further agrees to supply the U.K. Administrative Agent with any information required by it in order to calculate the Mandatory Cost in accordance with Exhibit W in respect of Eurocurrency --------- Borrowings denominated in Pounds Sterling or Euros. Notwithstanding anything to the contrary in this Agreement, neither CGMI and JPMSI, as none of the Joint Lead Arrangers, nor JPMCB as the Syndication Agent or the Documentation Agent, in such respective capacities, shall have any obligations, duties or responsibilities, or and shall incur any no liabilities, under this Agreement or any other Loan Document. Each of the Lenders represents to the Agents only that neither the execution and delivery of the Security Documents by the Administrative Agent and the U.K. Administrative Agent on behalf of such Lender nor the performance thereof by the Administrative Agent and the U.K. Administrative Agent on behalf of such Lender will conflict with or create a default or violation under (a) such Lender's organizational documents, (b) any other agreement, instrument or document that such Lender is a party to or (c) any applicable law, rule, regulation, order, decree or judgment. Each Term B Euro Lender and Revolving Euro Lender appoints and designates the U.K. Administrative Agent as the Person holding the power of attorney ("fonde de pouvoir") within the meaning of Article 2692 of the Civil Code of ----------------- Quebec for the purposes of the hypothecary security to be granted by Crown Cork & Seal Canada, Inc. pursuant to a deed of hypothec in the Province of Quebec and, in such capacity, the U.K. Administrative Agent shall hold the hypothec granted in the Province of Quebec for the benefit of the Term B Euro Lender and Revolving Euro Lenders and shall act as their agent in the exercise of the rights conferred thereunder. Each Lender further acknowledges that the first issue of 25% Collateral Demand Mortgage Debentures to be issued pursuant to the Deed of Hypothec may be purchased from the grantor of such hypothec by Crown Cork & Seal Canada, Inc., by underwriting, purchase, subscription or otherwise notwithstanding the terms of Section 32 of the Act respecting the Special Power of Legal Persons (Quebec).

The Agents. Citicorp North AmericaCitibank, Inc. N.A. is hereby appointed to act as Administrative Agent and Collateral Agent on behalf of the LendersLenders and Citibank, N.A. accepts such appointments. Each of the Lenders and each assignee of any such Lender hereby irrevocably authorizes each of the Agents Administrative Agent and the Collateral Agent to take such actions on behalf of such Lender or assignee and to exercise such powers as are specifically delegated to such Agent by the terms and provisions hereof and of the other Loan Documents, together with such actions and powers as are reasonably incidental thereto; provided that the Administrative Agent will not be required to take any action that, in its opinion or the opinion of its counsel, may expose the Administrative Agent to liability or that is contrary to any Loan Document or Applicable Law, including for the avoidance of doubt, any action that may be in violation of the automatic stay under any debtor relief law or that may effect a forfeiture, modification or termination of property of a Defaulting Lender in violation of any debtor relief law. Each The Administrative Agent is hereby expressly authorized by each Secured Partythe Lenders, without hereby limiting any implied authority, (a) to receive on behalf of the Secured Parties Lenders all payments of principal of and interest on the ObligationsLoans, all payments and all other amounts due to the Secured Parties Lenders hereunder, and to promptly to distribute to each Secured Party Lender its proper share of each payment so received; (b) to give notice on behalf of each of the Lenders to Borrower of any Default specified in this Agreement of which such Agent it has actual knowledge acquired in connection with its agency hereunder; and (c) to distribute to each Lender copies of all notices, financial statements and other materials delivered by Borrower pursuant to this Agreement as received by such Agent; (d) to enter into the Security Documents on behalf of the Secured Parties; and (e) to claim all Obligations owed to any Secured Party against Borrower in its own name for the purpose of any Security Documentsit. None of the Agents nor any of their Related Parties shall be liable to the Lenders as such for any action taken or omitted to be taken by any of them except to the extent finally judicially determined to have resulted from its or his or her own gross negligence or willful misconduct, or be responsible for any statement, warranty or representation herein or the contents of any document delivered in connection herewith, or be required to ascertain or to make any inquiry concerning the performance or observance by any Loan Party of any of the terms, conditions, covenants or agreements contained in any Loan Document. Without limiting the foregoing, the Lenders acknowledge that the Collateral Agent will use commercially reasonable efforts to substantially comply with the requirements of the Arizona Blind Trust Act, with respect to Mortgaged Properties located in Arizona, pursuant to advice of Arizona local counsel to Borrower. However, the Collateral Agent will in no event be liable to the Lenders for non-compliance with the Arizona Blind Trust Act or for any consequences therefrom. The Agents shall not be responsible to the Lenders for the due execution, genuineness, validity, enforceability or effectiveness of this Agreement or any other Loan Documents or other instruments or agreements. Each Agent shall in all cases be fully protected in acting, or refraining from acting, in accordance with written instructions signed by the Requisite Lenders (or, when expressly required hereby, all the Lenders) and, except as otherwise specifically provided herein, such instructions and any action or inaction pursuant thereto shall be binding on all the Lenders. Each Agent shall, in the absence of actual knowledge to the contrary, be entitled to rely on any instrument or document believed by it in good faith to be genuine and correct and to have been signed or sent by the proper Person person or persons. None of the Agents nor any of their No Agent or its Related Parties shall have any responsibility to the Loan Parties on account of the failure of or delay in performance or breach by any Lender of any of its obligations hereunder or to any Lender on account of the failure of or delay in performance or breach by any other Lender or the Loan Parties of any of their respective obligations hereunder or under any other Loan Document or in connection herewith or therewith. Each Agent may execute any and all duties hereunder by or through any of its Related Parties or any sub-agent appointed by it and shall be entitled to rely upon the advice of legal counsel selected by it with respect to all matters arising hereunder and shall not be liable for any action taken or suffered in good faith by it in accordance with the advice of such counsel. The Lenders hereby acknowledge that no Agent shall be under any duty to take any discretionary action permitted to be taken by it pursuant to the provisions of any Loan Document unless it shall be requested in writing to do so by the Requisite Lenders. Subject to the appointment and acceptance of a successor Agent as provided below, any Agent may resign at any time by notifying the Lenders, the Issuing Banks, the LC Facility Issuing Bank and Borrower. Upon any such resignation, the Requisite Lenders shall have the right to appoint a successor. If no successor shall have been so appointed by the Requisite Lenders and shall have accepted such appointment within 30 days after the retiring Agent gives notice of its resignation, then the retiring Agent may, on behalf of the Lenders, the Issuing Banks Lenders and the LC Facility Issuing Bank, appoint a successor Agent which shall be a bank with an office in New York, New York, having a combined capital and surplus of at least $500.0 million 500,000,000 or an Affiliate of any such bank; provided that if the retiring Agent shall notify Borrower, the Lenders and the Issuing Bank that no qualifying Person has accepted such appointment, then such resignation shall nonetheless become effective in accordance with such notice and (a) the retiring Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documents (except that in case of any collateral security held by the retiring Agent on behalf of the Lenders or the Issuing Bank under any of the Loan Documents, the retiring Agent shall continue to hold such collateral security until such time as a successor Agent is appointed) and (b) all payments, communications and determinations provided to be made by, to or through the Agent shall instead be made by or to each Lender and each Issuing Bank directly, until such time as the Requisite Lenders appoint a successor Agent as provided for above in this Section. Upon the acceptance of any appointment as an Agent hereunder by such a successor bank, such successor shall succeed to and become vested with all the rights, powers, privileges and duties of the retiring Agent and the retiring Agent shall be discharged from its duties and obligations hereunder. After an Agent’s resignation hereunder, the provisions of this Article and Section 9.05 shall continue in effect for its benefit in respect of any actions taken or omitted to be taken by it while it was acting as an Agent. With respect to the Loans made by it hereunder, each Agent in its individual capacity and not as an Agent shall have the same rights and powers as any other Lender and may exercise the same as though it were not an Agent, and such Agent and its Affiliates may accept deposits from, lend money to and generally engage in any kind of business with Borrower or any Subsidiary or other Affiliate thereof as if it were not an Agent. Anything herein to the contrary notwithstanding, if at any time the Requisite Lenders determine that the Person serving as Administrative Agent is (without taking into account any provision in the definition of “Defaulting Lender” requiring notice from the Administrative Agent or any other party) a Defaulting Lender pursuant to clause (v) of the definition thereof, the Requisite Lenders (determined after giving effect to Section 9.08) may by notice to Borrower and such Person remove such Person as Administrative Agent and appoint a replacement Administrative Agent hereunder. Such removal will, to the fullest extent permitted by applicable law, be effective on the earlier of (i) the date a replacement Administrative Agent is appointed and (ii) the date 30 days after the giving of such notice by the Requisite Lenders (regardless of whether a replacement Administrative Agent has been appointed). No Person that obtains the benefits of any Collateral pursuant to a Hedging Agreement and/or Secured Cash Management Agreement shall have any right to notice of any action or to consent to, direct or object to any action hereunder or under any other Loan Document or otherwise in respect of the Collateral (including the release or impairment of any Collateral) other than in its capacity as a Lender and, in such case, only to the extent expressly provided in the Loan Documents. Notwithstanding any other provision hereof, the Administrative Agent shall not be required to verify the payment of, or that other satisfactory arrangements have been made with respect to, Secured Obligations arising under Secured Cash Management Agreements or Hedging Agreements unless the Administrative Agent has received written notice of such Secured Obligations, together with such supporting documentation as the Administrative Agent may request, from the applicable Person. So long as any Lender is a Defaulting Lender, such Lender will not be a Cash Management Bank or Hedge Bank with respect to any Secured Cash Management Agreement or Hedging Agreement entered into while such Lender was a Defaulting Lender. Each Lender acknowledges that it has, independently and without reliance upon any Agent or any other Lender and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Agreement. Each Lender also acknowledges that it will, independently and without reliance upon any Agent or any other Lender and based on such documents and information as it shall from time to time deem appropriate, continue to make its own decisions in taking or not taking action under or based upon this Agreement or any other Loan Document, any related agreement or any document furnished hereunder or thereunder. Notwithstanding anything to the contrary in this Agreement, neither CGMI none of CGMI, MLPFS and JPMSIBarclays, as Joint Lead Arrangers, nor JPMCB BANA and Barclays, as Co-Syndication AgentAgents, in such respective capacities, shall have any obligations, duties or responsibilities, or shall incur any liabilities, under this Agreement or any other Loan Document. To the extent required by any applicable law, the Administrative Agent may withhold from any payment to any Lender an amount equivalent to any applicable withholding tax. If the IRS or any other Governmental Authority asserts a claim that the Administrative Agent did not properly withhold any tax from any amounts paid to or for the account of any Lender for any reason (including because the appropriate form was not delivered or was not properly executed or because such Lender failed to notify the Administrative Agent of a change in circumstance which rendered the exemption from, or reduction of, withholding tax ineffective), such Lender shall indemnify the Administrative Agent fully for all amounts paid, directly or indirectly, by the Administrative Agent as tax or otherwise, including any interest, additions to tax and penalties, and together with all expenses (including legal expenses, allocated internal costs and out-of-pocket expenses) incurred. A certificate as to the amount of such payment or liability delivered to any Lender by the Administrative Agent shall be conclusive absent manifest error. Each Lender hereby authorizes the Administrative Agent to set off and apply any and all amounts at any time owing to such Lender under this Agreement or any other Loan Document against any amount due the Administrative Agent under this paragraph. The agreements in this paragraph shall survive the resignation and/or replacement of the Administrative Agent, any assignment of rights by, or the replacement of, a Lender, the termination of the Commitments and the repayment, satisfaction or discharge of all other obligations.

The Agents. SECTION 8.01. The Agents. Citicorp North America, Inc. is hereby appointed to act as Administrative Agent and Collateral Agent on behalf of the Lenders. Each of the Lenders and each assignee of any such Lender hereby irrevocably authorizes each of the Agents to take such actions on behalf of such Lender or assignee and to exercise such powers as are specifically delegated to such Agent by the terms and provisions hereof and of the other Loan Documents, together with such actions and powers as are reasonably incidental thereto. Each Agent is hereby expressly authorized by each Secured Partythe Lenders, without hereby limiting any implied authority, (a) to receive on behalf of the Secured Parties Lenders all payments of principal of and interest on the ObligationsLoans, all payments and all other amounts due to the Secured Parties Lenders hereunder, and promptly to distribute to each Secured Party Lender its proper share of each payment so received; (b) to give notice on behalf of each of the Lenders to Borrower any of the Borrowers of any Default specified in this Agreement of which such Agent has actual knowledge acquired in connection with its agency hereunder; and (c) to distribute to each Lender copies of all notices, financial statements and other materials delivered by Borrower the Borrowers pursuant to this Agreement as received by such Agent; (d) to enter into the Security Documents on behalf of the Secured Parties; and (e) to claim all Obligations owed to any Secured Party against Borrower in its own name for the purpose of any Security Documents. None of the Agents nor any of their Related Parties shall be liable to the Lenders as such for any action taken or omitted to be taken by any of them except to the extent finally judicially determined to have resulted from its or his or her own gross negligence or willful misconduct, or be responsible for any statement, warranty or representation herein or the contents of any document delivered in connection herewith, or be required to ascertain or to make any inquiry concerning the performance or observance by any Loan Party of any of the terms, conditions, covenants or agreements contained in any Loan Document. Without limiting the foregoing, the Lenders acknowledge that the Collateral Agent will use commercially reasonable efforts to substantially comply with the requirements of the Arizona Blind Trust Act, with respect to Mortgaged Properties located in Arizona, pursuant to advice of Arizona local counsel to Borrower. However, the Collateral Agent will in no event be liable to the Lenders for non-compliance with the Arizona Blind Trust Act or for any consequences therefrom. The Agents shall not be responsible to the Lenders for the due execution, genuineness, validity, enforceability or effectiveness of this Agreement or any other Loan Documents or other instruments or agreements. Each Agent shall in all cases be fully protected in acting, or refraining from acting, in accordance with written instructions signed by the Requisite Lenders (or, when expressly required hereby, all the Lenders) and, except as otherwise specifically provided herein, such instructions and any action or inaction pursuant thereto shall be binding on all the Lenders. Each Agent shall, in the absence of actual knowledge to the contrary, be entitled to rely on any instrument or document believed by it in good faith to be genuine and correct and to have been signed or sent by the proper Person person or persons. None of the Agents nor any of their Related Parties shall have any responsibility to the Loan Parties on account of the failure of or delay in performance or breach by any Lender of any of its obligations hereunder or to any Lender on account of the failure of or delay in performance or breach by any other Lender or the Loan Parties of any of their respective obligations hereunder or under any other Loan Document or in connection herewith or therewith. Each Agent may execute any and all duties hereunder by or through any of its Related Parties or any sub-agent appointed by it and shall be entitled to rely upon the advice of legal counsel selected by it with respect to all matters arising hereunder and shall not be liable for any action taken or suffered in good faith by it in accordance with the advice of such counsel. The Lenders hereby acknowledge that no Agent shall be under any duty to take any discretionary action permitted to be taken by it pursuant to the provisions of any Loan Document unless it shall be requested in writing to do so by the Requisite Lenders. Subject to the appointment and acceptance of a successor Agent as provided below, any Agent may resign at any time by notifying the Lenders, the Issuing Banks, the LC Facility Issuing Bank and Borrowerthe Borrowers. Upon any such resignation, the Requisite Lenders shall have the right to appoint a successor. If no successor shall have been so appointed by the Requisite Lenders and shall have accepted such appointment within 30 days after the retiring Agent gives notice of its resignation, then the retiring Agent may, on behalf of the Lenders, the Issuing Banks Lenders and the LC Facility Issuing Bank, appoint a successor Agent which shall be a bank with an office in New York, New York, having a combined capital and surplus of at least $500.0 million or an Affiliate of any such bank. Upon the acceptance of any appointment as an Agent hereunder by such a successor bank, such successor shall succeed to and become vested with all the rights, powers, privileges and duties of the retiring Agent and the retiring Agent shall be discharged from its duties and obligations hereunder. After an Agent’s 's resignation hereunder, the provisions of this Article and Section 9.05 shall continue in effect for its benefit in respect of any actions taken or omitted to be taken by it while it was acting as an Agent. With respect to the Loans made by it hereunder, each Agent in its individual capacity and not as an Agent shall have the same rights and powers as any other Lender and may exercise the same as though it were not an Agent, and such Agent and its Affiliates may accept deposits from, lend money to and generally engage in any kind of business with Borrower the Borrowers or any Subsidiary or other Affiliate thereof as if it were not an Agent. Each Lender acknowledges that it has, independently and without reliance upon any Agent or any other Lender and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Agreement. Each Lender also acknowledges that it will, independently and without reliance upon any Agent or any other Lender and based on such documents and information as it shall from time to time deem appropriate, continue to make its own decisions in taking or not taking action under or based upon this Agreement or any other Loan Document, any related agreement or any document furnished hereunder or thereunder. Notwithstanding anything to the contrary in this Agreement, neither CGMI CSFB and JPMSIDBTCA as Co-Syndication Agents, CSFB and CGMI, as Joint Lead ArrangersArrangers and Joint Bookrunners, nor JPMCB CoBank, as Syndication Documentation Agent, in such respective capacities, shall have any obligations, duties or responsibilities, or shall incur any liabilities, under this Agreement or any other Loan Document.

The Agents. Citicorp North AmericaIn order to expedite the transactions contemplated by this Agreement, Inc. is the Persons named in the heading of this Agreement are hereby appointed to act as Administrative Agent and Collateral London Agent on behalf of the Lenders. Each of the Lenders and Lenders, each assignee of any such Lender hereby irrevocably authorizes each of the Agents to take such actions on behalf of such Lender or assignee and to exercise such powers as are specifically delegated to such Agent the Agents by the terms and provisions hereof and of the other Loan Documents, together with such actions and powers as are reasonably incidental thereto. Each The Administrative Agent is and, to the extent expressly provided herein, the London Agent are hereby expressly authorized by each Secured Partythe Lenders, without hereby limiting any implied authority, (a) to receive on behalf of the Secured Parties Lenders all payments of principal of and interest on the Obligations, all payments Loans and all other amounts due to the Secured Parties Lenders hereunder, and promptly to distribute to each Secured Party Lender its proper share of each payment so received; (b) to give notice on behalf of each of the Lenders to Borrower the Company of any Event of Default specified in this Agreement of which such the Administrative Agent has actual knowledge acquired in connection with its agency hereunder; and (c) to distribute to each Lender copies of all notices, financial statements and other materials delivered by Borrower the Company or any other Loan Party pursuant to this Agreement or the other Loan Documents as received by such the Administrative Agent; (d) to enter into . Without limiting the Security Documents on behalf generality of the Secured Parties; foregoing, the Administrative Agent is hereby expressly authorized to release any Subsidiary Guarantor from its obligations under the Subsidiary Guarantee Agreement in the event that all the capital stock of such Guarantor shall be sold, transferred or otherwise disposed of to a Person other than the Company or an Affiliate of the Company in a transaction not prohibited by Section 6.04. With respect to the Loans made by it hereunder, each Agent in its individual capacity and not as Agent shall have the same rights and powers as any other Lender and may exercise the same as though it were not an Agent, and the Agents and their Affiliates may accept deposits from, lend money to and generally engage in any kind of business with the Company or any Subsidiary or other Affiliate thereof as if it were not an Agent. The Agents shall not have any duties or obligations except those expressly set forth in the Loan Documents. Without limiting the generality of the foregoing, (a) no Agent shall be subject to any fiduciary or other implied duties, regardless of whether a Default has occurred and is continuing, (b) no Agent shall have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights and powers expressly contemplated by the Loan Documents that such Agent is required to exercise upon receipt of notice in writing by the Required Lenders (or such other number or percentage of the Lenders as shall be necessary under the circumstances as provided in Section 10.02), and (ec) except as expressly set forth in the Loan Documents, no Agent shall have any duty to claim all Obligations owed to any Secured Party against Borrower in its own name for the purpose of any Security Documents. None of the Agents nor any of their Related Parties disclose, and no Agent shall be liable for the failure to disclose, any information relating to the Lenders Company or any of its Subsidiaries that is communicated to or obtained by the institution serving as such Agent or any of its Affiliates in any capacity. No Agent shall be liable for any action taken or omitted to be not taken by any it with the consent or at the request of them except to the extent finally judicially determined to have resulted from Required Lenders (or such other number or percentage of the Lenders as shall be necessary under the circumstances as provided in Section 10.02) or in the absence of its or his or her own gross negligence or willful wilful misconduct. No Agent shall be deemed to have knowledge of any Default unless and until written notice thereof is given to such Agent by a Borrower (in which case such Agent shall give written notice to each other Lender), or and no Agent shall be responsible for or have any duty to ascertain or inquire into (i) any statement, warranty or representation herein made in or in connection with any Loan Document, (ii) the contents of any certificate, report or other document delivered hereunder or thereunder or in connection herewithherewith or therewith, or be required to ascertain or to make any inquiry concerning (iii) the performance or observance by any Loan Party of any of the termscovenants, conditionsagreements or other terms or conditions set forth herein or therein, covenants (iv) the validity, enforceability, effectiveness or agreements contained genuineness of any Loan Document or any other agreement, instrument or document, or (v) the satisfaction of any condition set forth in Article IV or elsewhere in any Loan Document. Without limiting the foregoing, the Lenders acknowledge that the Collateral Agent will use commercially reasonable efforts other than to substantially comply with the requirements confirm receipt of the Arizona Blind Trust Act, with respect items expressly required to Mortgaged Properties located in Arizona, pursuant be delivered to advice of Arizona local counsel to Borrower. However, the Collateral Agent will in no event be liable to the Lenders for non-compliance with the Arizona Blind Trust Act or for any consequences therefrom. The Agents shall not be responsible to the Lenders for the due execution, genuineness, validity, enforceability or effectiveness of this Agreement or any other Loan Documents or other instruments or agreementssuch Agent. Each Agent shall in all cases be fully protected in acting, or refraining from acting, in accordance with written instructions signed by the Requisite Lenders (or, when expressly required hereby, all the Lenders) and, except as otherwise specifically provided herein, such instructions and any action or inaction pursuant thereto shall be binding on all the Lenders. Each Agent shall, in the absence of actual knowledge to the contrary, be entitled to rely on upon, and shall not incur any instrument liability for relying upon, any notice, request, certificate, consent, statement, instrument, document or document other writing believed by it in good faith to be genuine and correct and to have been signed or sent by the proper Person Person. Each Agent also may rely upon any statement made to it orally or persons. None of by telephone and in good faith believed by it to be made by the Agents nor proper Person, and shall not incur any of their Related Parties shall have any responsibility to the Loan Parties on account of the failure of or delay in performance or breach by any Lender of any of its obligations hereunder or to any Lender on account of the failure of or delay in performance or breach by any other Lender or the Loan Parties of any of their respective obligations hereunder or under any other Loan Document or in connection herewith or therewithliability for relying thereon. Each Agent may execute any and all duties hereunder by or through any of its Related Parties or any sub-agent appointed by it and shall be entitled to rely upon the advice of consult with legal counsel (who may be counsel for any Borrower), independent accountants and other experts selected by it with respect to all matters arising hereunder it, and shall not be liable for any action taken or suffered in good faith not taken by it in accordance with the advice of any such counsel, accountants or experts. Each Agent may perform any and all its duties and exercise its rights and powers by or through any one or more sub-agents appointed by such Agent. Each Agent and any such sub-agent may perform any and all its duties and exercise its rights and powers through their respective Related Parties. The Lenders hereby acknowledge that no exculpatory provisions of the preceding paragraphs shall apply to any such sub-agent and to the Related Parties of each Agent and any such sub-agent, and shall be under any duty apply to take their respective activities in connection with the syndication of the credit facilities provided for herein as well as activities as Agent. In taking any discretionary action permitted hereunder, or in determining whether any provision hereof is applicable to any event, transaction or circumstance, the Administrative Agent may, in its discretion, but shall not be taken required (unless required by it pursuant any other express provision hereof) to, communicate such proposed action or determination to the provisions Lenders prior to taking or making the same, and shall be entitled (subject to any otherwise applicable requirement of Section 10.02(b)), in the absence of any Loan Document unless it shall be requested contrary communication received from any Lender within a reasonable period of time specified in writing such communication from the Administrative Agent, to do so by the Requisite Lendersassume that such proposed action or determination is satisfactory to such Lender. Subject to the appointment and acceptance of a successor Agent as provided belowin this paragraph, any Agent may resign at any time by notifying the Lenders, Lenders and the Issuing Banks, the LC Facility Issuing Bank and BorrowerCompany. Upon any such resignation, the Requisite Required Lenders shall have the right right, with (so long as no Default has occurred and is continuing) the consent of the Company (not to be unreasonably withheld or delayed), to appoint a successor. If no successor shall have been so appointed by the Requisite Required Lenders and shall have accepted such appointment within 30 days after the retiring Agent gives notice of its resignation, then the retiring Agent may, on behalf of the Lenders, the Issuing Banks and the LC Facility Issuing Bank, appoint a successor Agent which shall be a bank with an office in New York, New YorkYork or London, having a combined capital and surplus of at least $500.0 million as applicable, or an Affiliate of any such bank. Upon the acceptance of any its appointment as an Agent hereunder by such a successor banksuccessor, such successor shall succeed to and become vested with all the rights, powers, privileges and duties of the retiring Agent Agent, and the retiring Agent shall be discharged from its duties and obligations hereunder. After an the Agent’s 's resignation hereunder, the provisions of this Article and Section 9.05 10.03 shall continue in effect for the benefit of such retiring Agent, its benefit sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by it any of them while it was acting as an Agent. With respect Each Lender agrees (a) to reimburse the Agents, on demand, in the amount of its pro rata share (based on the amount of its Loans and available Commitments hereunder) of any expenses incurred for the benefit of the Lenders by the Agents, including counsel fees and compensation of agents and employees paid for services rendered on behalf of the Lenders, that shall not have been reimbursed by the Company or any other Loan Party and (b) to indemnify and hold harmless each Agent and any of its Related Parties, on demand, in the amount of such pro rata share, from and against any and all liabilities, taxes, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever that may be imposed on, incurred by or asserted against it in its capacity as Agent or any of them in any way relating to or arising out of this Agreement or any other Loan Document or action taken or omitted by it or any of them under this Agreement or any other Loan Document, to the Loans made extent the same shall not have been reimbursed by it hereunder, each Agent in its individual capacity and not as the Company or any other Loan Party; provided that no Lender shall be liable to an Agent shall or any such other indemnified Person for any portion of such liabilities, taxes, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements that are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the same rights and powers as any other Lender and may exercise the same as though it were not an Agent, and gross negligence or wilful misconduct of such Agent and its Affiliates may accept deposits from, lend money to and generally engage in any kind of business with Borrower or any Subsidiary of its directors, officers, employees or other Affiliate thereof as if it were not an Agentagents. Each Lender acknowledges that it has, independently and without reliance upon any Agent the Agents or any other Lender and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Agreement. Each Lender also acknowledges that it will, independently and without reliance upon any Agent the Agents or any other Lender and based on such documents and information as it shall from time to time deem appropriate, continue to make its own decisions in taking or not taking action under or based upon this Agreement or Agreement, any other Loan Document, any Document or related agreement or any document furnished hereunder or thereunder. Notwithstanding anything to The institutions named as Syndication Agent and as Co- Documentation Agents in the contrary heading of this Agreement shall not, in their capacities as such, have any duties or responsibilities of any kind under this Agreement, neither CGMI and JPMSI, as Joint Lead Arrangers, nor JPMCB as Syndication Agent, in such respective capacities, shall have any obligations, duties or responsibilities, or shall incur any liabilities, under this Agreement or any other Loan Document.

The Agents. Citicorp North America(a) For convenience of administration and to expedite the transactions contemplated by this Agreement, Inc. Chase is hereby appointed to act as Administrative Agent and Collateral Documentary Agent on behalf of the Lenders. Each of and Hibernia is appointed Co-Agent for the Lenders and each assignee of any such Lender hereby irrevocably authorizes each under this Agreement. None of the Agents or Co- Agent shall have any duties or responsibilities with respect hereto except those expressly set forth herein or in the other Loan Documents. Each Lender and its successors and permitted assigns hereby irrevocably appoints and expressly authorizes the Agents, without hereby limiting any implied authority, to take such actions action as the Agents may deem appropriate on its behalf of such Lender or assignee and to exercise such powers under this Agreement as are specifically delegated to such Agent Person by the terms and provisions hereof and of the other Loan Documentshereof, together with such actions and powers as are reasonably incidental thereto. Each The Administrative Agent is hereby expressly authorized by each Secured Partythe Lenders, without hereby limiting any implied authority, (a) to receive on behalf of the Secured Parties Lenders all payments of principal of and interest on the Obligations, all payments Loans and all other amounts due to the Secured Parties Lenders hereunder, and promptly to distribute to each Secured Party Lender its proper share of each payment so received; (b) to give notice on behalf of each of the Lenders to the Borrower of any Event of Default specified in this Agreement of which such the Administrative Agent has actual knowledge acquired in connection with its agency hereunderhereunder or as directed by the Required Lenders; and (c) to distribute to each Lender copies of all notices, financial statements and other materials delivered by the Borrower pursuant to this Agreement as received by such the Administrative Agent; . The Co-Agent is hereby expressly authorized to assist the Administrative Agent as requested by the Administrative Agent. (db) to enter into the Security Documents on behalf of the Secured Parties; and (e) to claim all Obligations owed to any Secured Party against Borrower in its own name for the purpose of any Security Documents. None of the Agents nor or any of their Related Parties respective directors, officers, agents or employees shall be liable to the Lenders as such for any action taken or omitted to be taken by any of them except to the extent finally judicially determined to have resulted from for its or his or her own gross negligence or willful wilful misconduct, or be responsible for any statement, warranty or representation herein or the contents of any document delivered in connection herewith, or be required to ascertain or to make any inquiry concerning the performance or observance by the Borrower or any Loan Party other party of any of the terms, conditions, covenants or agreements contained in any Loan Document. Without limiting the foregoing, the Lenders acknowledge that the Collateral Agent will use commercially reasonable efforts to substantially comply with the requirements of the Arizona Blind Trust Act, with respect to Mortgaged Properties located in Arizona, pursuant to advice of Arizona local counsel to Borrower. However, the Collateral Agent will in no event be liable to the Lenders for non-compliance with the Arizona Blind Trust Act or for any consequences therefrom. The Agents shall not be responsible to the Lenders for the due execution, genuineness, validity, enforceability or effectiveness of this Agreement or any other Loan Documents or other instruments or agreements. Each Agent The Agents shall in all cases be fully protected in acting, or refraining from acting, in accordance with written instructions signed by the Requisite Required Lenders (or, when expressly required hereby, all the Lenders) and, except as otherwise specifically provided herein, such instructions and any action or inaction pursuant thereto shall be binding on all the LendersLenders and each successor or permitted assign. Each Agent shall, in the absence of actual knowledge to the contrary, be entitled to rely on any instrument or document believed by it in good faith to be genuine and correct and to have been signed or sent by the proper Person or personsPersons. None of the Agents nor any of their Related Parties respective directors, officers, employees or agents shall have any responsibility to the Loan Parties Borrower or any other party on account of the failure of or delay in performance or breach by any Lender of any of its obligations hereunder or to any Lender on account of the failure of or delay in performance or breach by any other Lender or the Loan Parties Borrower or any other party of any of their respective obligations hereunder or under any other Loan Document or in connection herewith or therewith. Each Agent of the Agents may execute any and all duties hereunder by or through any of its Related Parties agents or any sub-agent appointed by it employees and shall be entitled to rely upon the advice of legal counsel selected by it with respect to all matters arising hereunder and shall not be liable for any action taken or suffered in good faith by it in accordance with the advice of such counsel. The Lenders hereby acknowledge that no Agent none of the Agents shall be under any duty to take any discretionary action permitted to be taken by it pursuant to the provisions of any Loan Document this Agreement unless it shall be requested in writing to do so by the Requisite Required Lenders. Subject to . (c) To the appointment and acceptance of a successor Agent as provided below, extent that any Agent may resign at any time by notifying the Lenders, the Issuing Banks, the LC Facility Issuing Bank and Borrower. Upon any such resignation, the Requisite Lenders shall have the right to appoint a successor. If no successor shall have been so appointed not be reimbursed by the Requisite Lenders and shall have accepted Borrower for any costs, liabilities or expenses incurred in such appointment within 30 days after capacity, each Lender agrees (i) to reimburse the retiring Agent gives notice Agents, on demand (in the amount of its resignationApplicable Percentage hereunder) of any expenses incurred for the benefit of the Lenders by the Agents, then the retiring Agent may, including counsel fees and compensation of agents and employees paid for services rendered on behalf of the LendersLenders and (ii) to indemnify and hold harmless each Agent and any of its directors, officers, employees or agents, on demand, in the Issuing Banks amount of such Applicable Percentage, from and the LC Facility Issuing Bankagainst any and all liabilities, appoint a successor Agent which shall be a bank with an office in New Yorktaxes, New Yorkobligations, having a combined capital and surplus of at least $500.0 million losses, damages, penalties, actions, judgments, suits, costs, expenses or an Affiliate disbursements of any such bank. Upon the acceptance kind or nature whatsoever which may be imposed on, incurred by or asserted against it in its capacity as Agent or any of them in any appointment as an Agent hereunder by such a successor bank, such successor shall succeed way relating to and become vested with all the rights, powers, privileges and duties of the retiring Agent and the retiring Agent shall be discharged from its duties and obligations hereunder. After an Agent’s resignation hereunder, the provisions or arising out of this Article and Section 9.05 shall continue in effect for its benefit in respect of Agreement or any actions other Loan Document or any action taken or omitted to be taken by it while it was acting as or any of them under this Agreement or any other Loan Document; provided, however, that no Lender shall be liable to an Agent. Agent for any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements resulting from the gross negligence or wilful misconduct of such Agent or of its directors, officers, employees or agents. (d) With respect to the Loans made by it hereunder, each Agent in its individual capacity and not as an Agent shall have the same rights and powers as any other Lender and may exercise the same as though it were not an Agent, and such Agent the Agents and its their Affiliates may accept deposits from, lend money to and generally engage in any kind of business with the Borrower or any Subsidiary or other Affiliate thereof as if it were not an Agent. (e) Subject to the appointment and acceptance of a successor Agent as provided below, any Agent may resign at any time by giving written notice thereof to the Lenders and the Borrower. Upon any such resignation, the Required Lenders shall have the right to appoint, and the Borrower shall have the right to approve (such approval not to be unreasonably withheld or delayed) a successor Administrative Agent or Documentary Agent, as the case may be. If no successor Agent or Documentary Agent, as the case may be, shall have been so appointed and approved and shall have accepted such appointment, within 30 days after the retiring Agent's giving of notice of resignation, then the retiring Person may, on behalf of the Lenders, appoint a successor Administrative Agent or Documentary Agent, as the case may be, which shall be a Lender with an office in New York, New York, having a combined capital and surplus of at least $500,000,000 or an Affiliate of any such Lender. Upon the acceptance of any appointment as Administrative Agent or Documentary Agent hereunder by a successor Administrative Agent or Documentary Agent, as the case may be, such successor Administrative Agent or Documentary Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Agent, and the retiring Agent shall from and after such date be discharged from its duties and obligations hereunder. After any such retiring Agent's resignation hereunder as Administrative Agent or Documentary Agent, as applicable, the provisions of this Article VIII and Section 9.04 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was acting as the Administrative Agent or Documentary Agent, as applicable. (f) The Administrative Agent and the Documentary Agent shall be responsible for supervising the preparation, execution and delivery of this Agreement and the other agreements and instruments contemplated hereby, any amendment or modification thereto and the closing of the transactions contemplated hereby and thereby. (g) The obligations of the Administrative Agent and the Documentary Agent shall be separate and several and neither of them shall be responsible or liable for the acts or omissions of the other, except, to the extent that any such Agent serves in more than one agent capacity, such Agent shall be responsible for the acts and omissions relating to each such agency function. (h) Each Lender acknowledges that it has, independently and without reliance upon any Agent the Agents or any other Lender and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Agreement. Each Lender also acknowledges that it will, independently and without reliance upon any Agent the Agents or any other Lender and based on such documents and information as it shall from time to time deem appropriate, continue to make its own decisions in taking or not taking action under or based upon this Agreement or any other Loan Document, any related agreement or any document furnished hereunder or thereunder. Notwithstanding anything to the contrary in this Agreement, neither CGMI and JPMSI, as Joint Lead Arrangers, nor JPMCB as Syndication Agent, in such respective capacities, shall have any obligations, duties or responsibilities, or shall incur any liabilities, under this Agreement or any other Loan Document.

The Agents. Citicorp North AmericaIn order to expedite the transactions contemplated by this Agreement, Inc. Chase is hereby appointed to act as Administrative Agent and Collateral CAF Agent on behalf of the LendersLenders and the Fronting Bank. Each of the Lenders and each assignee of any such Lender the Fronting Bank hereby irrevocably authorizes each of the Agents to take such actions on behalf of such Lender or assignee holder and the Fronting Bank and to exercise such powers as are specifically delegated to such Agent the Agents by the terms and provisions hereof and of the other Loan Documentshereof, together with such actions and powers as are reasonably incidental thereto. Each The Administrative Agent is hereby expressly authorized by each Secured Partythe Lenders, the Fronting Bank and the CAF Agent, without hereby limiting any implied authority, (a) to receive on behalf of the Secured Parties Lenders, the Fronting Bank and the CAF Agent all payments of principal of and interest on the Obligations, all payments Outstanding Credits and all other amounts due to the Secured Parties Lenders, the Fronting Bank and the CAF Agent hereunder, and promptly to distribute to each Secured Party Lender, the Fronting Bank and the CAF Agent its proper share of each payment so received; (b) to give notice on behalf of each of the Lenders and the Fronting Bank to Borrower the Borrowers of any Event of Default specified in this Agreement of which such the Administrative Agent has actual knowledge acquired in connection with its agency hereunder; and (c) to distribute to each Lender and the Fronting Bank copies of all notices, financial statements and other materials delivered by Borrower the Borrowers pursuant to this Agreement as received by such the Administrative Agent; (d) to enter into the Security Documents on behalf of the Secured Parties; and (e) to claim all Obligations owed to any Secured Party against Borrower in its own name for the purpose of any Security Documents. None of the Agents nor No Agent or any of their Related Parties its directors, officers, employees or agents shall be liable to the Lenders as such for any action taken or omitted to be taken by any of them except to the extent finally judicially determined to have resulted from for its or his or her own gross negligence or willful misconduct, or be responsible for any statement, warranty or representation herein or the contents of any document delivered in connection herewith, or be required to ascertain or to make any inquiry concerning the performance or observance by any Loan Party the Borrowers of any of the terms, conditions, covenants or agreements contained in any Loan Document. Without limiting the foregoing, the Lenders acknowledge that the Collateral Agent will use commercially reasonable efforts to substantially comply with the requirements of the Arizona Blind Trust Act, with respect to Mortgaged Properties located in Arizona, pursuant to advice of Arizona local counsel to Borrower. However, the Collateral Agent will in no event be liable to the Lenders for non-compliance with the Arizona Blind Trust Act or for any consequences therefromthis Agreement. The Agents shall not be responsible to the Lenders or the Fronting Bank for the due execution, genuineness, validity, enforceability or effectiveness of this Agreement or any other Loan Documents or other instruments or agreements. Each Agent The Agents may deem and treat the Lender or the Fronting Bank which makes any Extension of Credit as the holder of the indebtedness resulting therefrom for all purposes hereof until it shall have received notice from such Lender or the Fronting Bank (as the case may be), given as provided herein, of the transfer thereof. The Agents shall in all cases be fully protected in acting, or refraining from acting, in accordance with written instructions signed by the Requisite Required Lenders (or, when expressly required hereby, all the Lenders) and, except as otherwise specifically provided herein, such instructions and any action or inaction pursuant thereto shall be binding on all the LendersLenders and the Fronting Bank. Each Agent of the Agents shall, in the absence of actual knowledge to the contrary, be entitled to rely on any instrument or document believed by it in good faith to be genuine and correct and to have been signed or sent by the proper Person person or persons. None of the Agents nor No Agent or any of their Related Parties its directors, officers, employees or agents shall have any responsibility to the Loan Parties Borrowers on account of the failure of or delay in performance or breach by the other Agent or any Lender or the Fronting Bank of any of its obligations hereunder or to the other Agent or any Lender or the Fronting Bank on account of the failure of or delay in performance or breach by any other Lender or the Loan Parties Fronting Bank , the other Agent or any Borrower of any of their respective obligations hereunder or under any other Loan Document or in connection herewith or therewithherewith. Each Agent of the Agents may execute any and all duties hereunder by or through any of its Related Parties agents or any sub-agent appointed by it employees and shall be entitled to rely upon the advice of legal counsel selected by it with respect to all matters arising hereunder and shall not be liable for any action taken or suffered in good faith by it in accordance with the advice of such counsel. The Lenders and the Fronting Bank hereby acknowledge that no Agent neither of the Agents shall be under any duty to take any discretionary action permitted to be taken by it pursuant to the provisions of any Loan Document this Agreement unless it shall be requested in writing to do so by the Requisite Required Lenders. Subject to the appointment and acceptance of a successor Agent as provided below, any either Agent may resign at any time by notifying the Lenders, the Issuing Banks, the LC Facility Issuing Fronting Bank and Borrowerthe Borrowers. Upon any such resignation, the Requisite Required Lenders shall have the right to appoint a successorsuccessor Agent acceptable to the Borrowers. If no successor shall have been so appointed by the Requisite Required Lenders and shall have accepted such appointment within 30 days after the retiring Agent gives notice of its resignation, then the retiring Agent may, on behalf of the Lenders, the Issuing Banks Lenders and the LC Facility Issuing Fronting Bank, appoint a successor Agent which shall be a bank with an office in New York, New YorkAgent, having a combined capital and surplus of at least $500.0 million 500,000,000 or an Affiliate of any such bank. Upon the acceptance of any appointment as an Agent hereunder by such a successor bank, such successor shall succeed to and become vested with all the rights, powers, privileges and duties of the retiring Agent and the retiring Agent shall be discharged from its duties and obligations hereunder. After an any Agent’s 's resignation hereunder, the provisions of this Article and Section 9.05 8.05 shall continue in effect for its benefit in respect of any actions taken or omitted to be taken by it while it was acting as an Agent. With respect to the Loans Extensions of Credit made by it hereunder, each Agent of the Agents, in its individual capacity and not as an Agent shall have the same rights and powers as any other Lender and may exercise the same as though it were not an Agent, and such Agent each of the Agents and its their Affiliates may accept deposits from, lend money to and generally engage in any kind of business with Borrower the Borrowers or any Subsidiary or other Affiliate thereof as if it were not an Agent. Each Lender agrees (i) to reimburse the Agents, on demand, in the amount of its pro rata share (based on its Commitment hereunder or, if the Commitments shall have been terminated, the amount of its Outstanding Credits) of any expenses incurred for the benefit of the Lenders or the Fronting Bank in its role as Agent, including counsel fees and compensation of agents and employees paid for services rendered on behalf of the Lenders or the Fronting Bank, which shall not have been reimbursed by the Borrowers and (ii) to indemnify and hold harmless each of the Agents and any of its directors, officers, employees or agents, on demand, in the amount of such pro rata share, from and against any and all liabilities, taxes, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever which may be imposed on, incurred by or asserted against it in any way relating to or arising out of this Agreement or any action taken or omitted by it under this Agreement to the extent the same shall not have been reimbursed by the Borrowers; provided that no Lender shall be liable to any Agent for any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements resulting from the gross negligence or willful misconduct of such Agent or any of its directors, officers, employees or agents. Each Lender and the Fronting Bank agrees that any allocation made in good faith by the Agents of expenses or other amounts referred to in this paragraph between this Agreement and the Facility A Credit Agreement shall be conclusive and binding for all purposes. Each Lender and the Fronting Bank acknowledges that it has, independently and without reliance upon any Agent the Agents or any other Lender or the Fronting Bank and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Agreement. Each Lender and the Fronting Bank also acknowledges that it will, independently and without reliance upon any Agent the Agents or any other Lender or the Fronting Bank and based on such documents and information as it shall from time to time deem appropriate, continue to make its own decisions in taking or not taking action under or based upon this Agreement or any other Loan Document, any related agreement or any document furnished hereunder or thereunder. Notwithstanding anything to the contrary in this AgreementNeither Bank of America, neither CGMI and JPMSIN.A. nor Citibank, N.A. shall, by virtue of its designation as Joint Lead Arrangers"Co-Syndication Agent", nor JPMCB shall The Bank of New York, by virtue of its designation as Syndication "Documentation Agent", in such respective capacities, shall have any obligationsduties, duties or responsibilities, or shall incur any liabilities, obligations or responsibilities under this Agreement or any other Loan Documentthan as a Lender hereunder.

The Agents. Citicorp North America, Inc. Royal Bank of Canada is hereby appointed to act as Administrative Agent and Collateral Agent on behalf of the Lenders. Each of the Lenders and each assignee of any such Lender hereby irrevocably authorizes each of the Agents to take such actions on behalf of such Lender or assignee and to exercise such powers as are specifically delegated to such Agent by the terms and provisions hereof and of the other Loan Documents, together with such actions and powers as are reasonably incidental thereto. Each Agent is hereby expressly authorized by each Secured Party, without hereby limiting any implied authority, (a) to receive on behalf of the Secured Parties all payments of principal of and interest on the Obligations, all payments and all other amounts due to the Secured Parties hereunder, and promptly to distribute to each Secured Party its proper share of each payment so received; (b) to give notice on behalf of each of the Lenders to Borrower of any Default specified in this Agreement of which such Agent has actual knowledge acquired in connection with its agency hereunder; (c) to distribute to each Lender copies of all notices, financial statements and other materials delivered by Borrower pursuant to this Agreement as received by such Agent; (d) to enter into the Security Documents on behalf of the Secured Parties; and (e) to claim all Obligations owed to any Secured Party against Borrower in its own name for the purpose of any Security Documents. None of the Agents nor any of their Related Parties shall be liable to the Lenders as such for any action taken or omitted to be taken by any of them except to the extent finally judicially determined to have resulted from its or his or her own gross negligence or willful misconduct, or be responsible for any statement, warranty or representation herein or the contents of any document delivered in connection herewith, or be required to ascertain or to make any inquiry concerning the performance or observance by any Loan Party of any of the terms, conditions, covenants or agreements contained in any Loan Document. Without limiting the foregoing, the Lenders acknowledge that the Collateral Agent will use commercially reasonable efforts to substantially comply with the requirements of the Arizona Blind Trust Act, with respect to Mortgaged Properties located in Arizona, pursuant to advice of Arizona local counsel to Borrower. However, the Collateral Agent will in no event be liable to the Lenders for non-compliance with the Arizona Blind Trust Act or for any consequences therefrom. The Agents shall not be responsible to the Lenders for the due execution, genuineness, validity, enforceability or effectiveness of this Agreement or any other Loan Documents or other instruments or agreements. Each Agent shall in all cases be fully protected in acting, or refraining from acting, in accordance with written instructions signed by the Requisite Lenders (or, when expressly required hereby, all the Lenders) and, except as otherwise specifically provided herein, such instructions and any action or inaction pursuant thereto shall be binding on all the Lenders. Each Agent shall, in the absence of actual knowledge to the contrary, be entitled to rely on any instrument or document believed by it in good faith to be genuine and correct and to have been signed or sent by the proper Person or persons. None of the Agents nor any of their Related Parties shall have any responsibility to the Loan Parties on account of the failure of or delay in performance or breach by any Lender of any of its obligations hereunder or to any Lender on account of the failure of or delay in performance or breach by any other Lender or the Loan Parties of any of their respective obligations hereunder or under any other Loan Document or in connection herewith or therewith. Each Agent may execute any and all duties hereunder by or through any of its Related Parties or any sub-agent appointed by it and shall be entitled to rely upon the advice of legal counsel selected by it with respect to all matters arising hereunder and shall not be liable for any action taken or suffered in good faith by it in accordance with the advice of such counsel. The Lenders hereby acknowledge that no Agent shall be under any duty to take any discretionary action permitted to be taken by it pursuant to the provisions of any Loan Document unless it shall be requested in writing to do so by the Requisite Lenders. Subject to the appointment and acceptance of a successor Agent as provided below, any Agent may resign at any time by notifying the Lenders, the Issuing Banks, the LC Facility Issuing Bank Banks and Borrower. Upon any such resignation, the Requisite Lenders shall have the right to appoint a successor. If no successor shall have been so appointed by the Requisite Lenders and shall have accepted such appointment within 30 days after the retiring Agent gives notice of its resignation, then the retiring Agent may, on behalf of the Lenders, Lenders and the Issuing Banks and the LC Facility Issuing BankBanks, appoint a successor Agent which shall be a bank with an office in New York, New York, having a combined capital and surplus of at least $500.0 million or an Affiliate of any such bank. Upon the acceptance of any appointment as an Agent hereunder by such a successor bank, such successor shall succeed to and become vested with all the rights, powers, privileges and duties of the retiring Agent and the retiring Agent shall be discharged from its duties and obligations hereunder. After an Agent’s resignation hereunder, the provisions of this Article and Section 9.05 shall continue in effect for its benefit in respect of any actions taken or omitted to be taken by it while it was acting as an Agent. With respect to the Loans made by it hereunder, each Agent in its individual capacity and not as an Agent shall have the same rights and powers as any other Lender and may exercise the same as though it were not an Agent, and such Agent and its Affiliates may accept deposits from, lend money to and generally engage in any kind of business with Borrower or any Subsidiary or other Affiliate thereof as if it were not an Agent. Each Lender acknowledges that it has, independently and without reliance upon any Agent or any other Lender and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Agreement. Each Lender also acknowledges that it will, independently and without reliance upon any Agent or any other Lender and based on such documents and information as it shall from time to time deem appropriate, continue to make its own decisions in taking or not taking action under or based upon this Agreement or any other Loan Document, any related agreement or any document furnished hereunder or thereunder. Notwithstanding anything to the contrary in this Agreement, neither CGMI and JPMSIRBC Capital Markets, as Joint Lead ArrangersArranger, nor JPMCB General Electric Capital Corporation, as Syndication Agent, in such respective capacities, shall have any obligations, duties or responsibilities, or shall incur any liabilities, under this Agreement or any other Loan Document.

The Agents. Citicorp North AmericaIn order to expedite the transactions contemplated by this Agreement, Inc. each Agent is hereby appointed to act as Administrative Agent and Collateral Agent on behalf of the Lenders. Each of the Lenders and each assignee of any such Lender hereby irrevocably authorizes each of the Agents Administrative Agent to take such actions on its behalf of such Lender or assignee and to exercise such powers as are specifically delegated to such the Administrative Agent by the terms and provisions hereof and of the other Loan Documentshereof, together with such actions and powers as are reasonably incidental thereto. Each The Administrative Agent is hereby expressly authorized by each Secured Partythe Lenders, without hereby limiting any implied authority, (a) to receive on behalf of the Secured Parties Lenders all payments of principal of and interest on the Obligations, all payments Loans and all other amounts due to the Secured Parties Lenders hereunder, and promptly to distribute to each Secured Party Lender its proper share of each payment so received; (b) to give notice on behalf of each of the Lenders to Borrower the Borrowers of any Event of Default specified in this Agreement of which such the Administrative Agent has actual knowledge acquired in connection with its agency hereunder; and (c) to distribute to each Lender copies of all notices, financial statements and other materials delivered by any Borrower pursuant to this Agreement as received by such the Administrative Agent; (d) to enter into the Security Documents on behalf of the Secured Parties; and (e) to claim all Obligations owed to . NY nv-6billion -credit.htm i Neither any Secured Party against Borrower in its own name for the purpose of any Security Documents. None of the Agents Agent nor any of their Related Parties its directors, officers, employees or agents shall be liable to the Lenders as such for any action taken or omitted to be taken by any of them except to the extent finally judicially determined to have resulted from for its or his or her own gross negligence or willful misconduct, or be responsible for any statement, warranty or representation herein or the contents of any document delivered in connection herewith, or be required to ascertain or to make any inquiry concerning the performance or observance by any Loan Party Borrower of any of the terms, conditions, covenants or agreements contained in any Loan Document. Without limiting the foregoing, the Lenders acknowledge that the Collateral Agent will use commercially reasonable efforts to substantially comply with the requirements of the Arizona Blind Trust Act, with respect to Mortgaged Properties located in Arizona, pursuant to advice of Arizona local counsel to Borrower. However, the Collateral Agent will in no event be liable to the Lenders for non-compliance with the Arizona Blind Trust Act or for any consequences therefromthis Agreement. The Agents shall not be responsible to the Lenders for the due execution, genuineness, validity, enforceability or effectiveness of this Agreement or any other Loan Documents or other instruments or agreements. Each None of the Agents or the Borrowers shall be subject to any fiduciary or other implied duties, regardless of whether a Default or an Event of Default has occurred and is continuing, and no provision in the Loan Documents and no course of dealing between the parties hereto shall be deemed to create any fiduciary duty owing to any Agent, any Lender, any Borrower or any Subsidiary, or any of their respective Affiliates, by any party hereto. The Administrative Agent shall in all cases be fully protected in acting, or refraining from acting, in accordance with written instructions signed by the Requisite Required Lenders (or, when expressly required hereby, all the Lenders) and, except as otherwise specifically provided herein, such instructions and any action or inaction pursuant thereto shall be binding on all the Lenders. Each The Administrative Agent shall, in the absence of actual knowledge to the contrary, be entitled to rely on any instrument or document believed by it in good faith to be genuine and correct and to have been signed or sent by the proper Person or personsPersons. None of Neither the Agents nor any of their Related Parties directors, officers, employees or agents shall have any responsibility to the Loan Parties any Borrower on account of the failure of or delay in performance or breach by any Lender of any of its obligations hereunder or to any Lender on account of the failure of or delay in performance or breach by any other Agent, any other Lender or the Loan Parties any Borrower of any of their respective obligations hereunder or under any other Loan Document or in connection herewith or therewithherewith. Each The Administrative Agent may execute any and all duties hereunder by or through any of its Related Parties agents or any sub-agent appointed by it employees and shall be entitled to rely upon the advice of legal counsel selected by it with respect to all matters arising hereunder and shall not be liable for any action taken or suffered in good faith by it in accordance with the advice of such counsel. The Lenders hereby acknowledge that no the Administrative Agent shall be under any no duty to take any discretionary action permitted to be taken by it pursuant to the provisions of any Loan Document this Agreement unless it shall be requested in writing to do so by the Requisite Required Lenders. Subject to the appointment and acceptance of a successor Administrative Agent as provided below, any the Administrative Agent may resign at any time by notifying the Lenders, Lenders and the Issuing Banks, the LC Facility Issuing Bank and BorrowerBorrowers. Upon any such resignation, the Requisite Required Lenders shall have the right to appoint from the Lenders a successor. If no successor shall have been so appointed by the Requisite Required Lenders and shall have accepted such appointment within 30 days after the retiring Administrative Agent gives notice of its resignation, then the retiring Administrative Agent may, on behalf of the Lenders, appoint from the Issuing Banks and the LC Facility Issuing Bank, appoint Lenders a successor Administrative Agent which shall be a bank with an office in New York, New York, having a combined capital and surplus of at least $500.0 million 500,000,000 or an Affiliate affiliate of any such bank, which successor shall be acceptable to Viacom (such acceptance not to be unreasonably withheld). Upon the acceptance of any appointment as an Administrative Agent hereunder by such a successor bank, such successor shall succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent and the retiring Administrative Agent shall be discharged from its duties and obligations hereunder. After an the Administrative Agent’s resignation hereunder, the NY nv-6billion -credit.htm i provisions of this Article and Section 9.05 9.5 shall continue in effect for its benefit in respect of any actions taken or omitted to be taken by it while it was acting as an Administrative Agent. With respect to the Loans made by it hereunderthem, each Agent the Agents in its their individual capacity and not as an Agent Agents shall have the same rights and powers as any other Lender and may exercise the same as though it they were not an AgentAgents, and such Agent the Agents and its Affiliates their affiliates may accept deposits from, lend money to and generally engage in any kind of business with Borrower the Borrowers or any Subsidiary of their respective Subsidiaries or other any Affiliate thereof as if it they were not an Agents. Each Lender agrees (i) to reimburse the Administrative Agent in the amount of its pro rata share (based on its Total Facility Percentage or, after the date on which the Loans shall have been paid in full, based on its Total Facility Percentage immediately prior to such date) of any reasonable, out-of-pocket expenses incurred for the benefit of the Lenders by the Administrative Agent, including reasonable counsel fees and compensation of agents and employees paid for services rendered on behalf of the Lenders, which shall not have been reimbursed by or on behalf of any Borrower and (ii) to indemnify and hold harmless the Administrative Agent and any of its directors, officers, employees or agents, in the amount of such pro rata share, from and against any and all liabilities, taxes, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever which may be imposed on, incurred by or asserted against it in its capacity as Administrative Agent in any way relating to or arising out of this Agreement or any action taken or omitted by it under this Agreement, to the extent the same shall not have been reimbursed by or on behalf of Viacom; provided, that no Lender shall be liable to the Administrative Agent or any such director, officer, employee or agent for any portion of such liabilities, taxes, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements resulting from the gross negligence or willful misconduct of the Administrative Agent or any of its directors, officers, employees or agents. Each Lender acknowledges that it has, independently and without reliance upon any Agent the Agents or any other Lender and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Agreement. Each Lender also acknowledges that it will, independently and without reliance upon any Agent or any other Lender and based on such documents and information as it shall from time to time deem appropriate, continue to make its own decisions in taking or not taking action under or based upon this Agreement or any other Loan DocumentAgreement, any related agreement or any document furnished hereunder or thereunder. Notwithstanding anything to None of the contrary in this AgreementCo-Documentation Agents, neither CGMI and JPMSIthe Syndication Agent, as the Joint Lead Arrangers, nor JPMCB as Syndication Agent, in such respective capacities, the Joint Bookrunners or any managing agent shall have any obligations, duties or responsibilities, or shall incur any liabilities, under this Agreement or any other Loan Documentresponsibilities hereunder in its capacity as such.

The Agents. Citicorp North AmericaIn order to expedite the transactions contemplated by this Agreement and the other Loan Documents, Inc. Bank of America is hereby appointed to act as Administrative Agent and Collateral Agent on behalf of the Lenders. Each of the Lenders and each assignee of any such Lender hereby irrevocably authorizes each of the Agents Administrative Agent to take such actions on behalf of such Lender or assignee and to exercise such powers as are specifically delegated to such the Administrative Agent by the terms and provisions hereof and of the other Loan Documents, together with such actions and powers as are reasonably incidental thereto. Each The Administrative Agent is hereby expressly authorized by each Secured Partythe Lenders, without hereby limiting any implied authority, and by the Borrowers with respect to clause (c) below, (a) to receive on behalf of the Secured Parties Lenders all payments of principal of and interest on the Obligations, all payments Loans and all other amounts due to the Secured Parties Lenders hereunder, and promptly to distribute to each Secured Party Lender its proper share of each payment so received; (b) to give notice on behalf of each of the Lenders to Borrower the Company of any Default or Event of Default specified in this Agreement of which such the Administrative Agent has actual knowledge acquired in connection with its agency hereunder; and (c) to distribute to each Lender copies of all notices, financial statements and other materials delivered by Borrower the Company or any other Loan Party pursuant to this Agreement or the other Loan Documents as received by such the Administrative Agent; (d) . In order to enter into expedite the Security Documents on behalf of transactions contemplated by this Agreement and the Secured Parties; and (e) to claim all Obligations owed to any Secured Party against Borrower in its own name for other Loan Documents, effective automatically upon the purpose occurrence of any Security Documents. None Collateral and Guarantee Trigger Event, Bank of America is hereby appointed to act as Collateral Agent hereunder and under the Agents nor other Loan Documents for purposes of acquiring, holding and enforcing any of their Related Parties shall be liable to the Lenders as such for any action taken or omitted to be taken and all Liens on Collateral granted by any of them except the Loan Parties to the extent finally judicially determined to have resulted from its or his or her own gross negligence or willful misconduct, or be responsible for any statement, warranty or representation herein or the contents of any document delivered in connection herewith, or be required to ascertain or to make any inquiry concerning the performance or observance by any Loan Party of secure any of the termsObligations, conditionsany “Obligations” under and as defined in the Term Loan Credit Agreement and any applicable Senior Notes Indenture Secured Obligations, covenants together with such powers and discretion as are reasonably incidental thereto. In connection therewith, the Collateral Agent and any co-agents, sub-agents and attorneys-in-fact appointed by the Collateral Agent pursuant to this Article for purposes of holding or agreements contained enforcing any Lien on the Collateral (or any portion thereof) granted under the Collateral Documents, or for exercising any rights and remedies thereunder at the direction of the Collateral Agent, shall be entitled to the benefits of all provisions of this Article and Article X (as though such co-agents, sub-agents and attorneys-in-fact were the Collateral Agent under the Loan Documents) as if set forth in any Loan Documentfull herein with respect thereto and all references to the Administrative Agent in this Article shall, where applicable, be read as including a reference to the Collateral Agent. Without limiting the generality of the foregoing, the Lenders acknowledge that expressly authorize the Collateral Agent will use commercially reasonable efforts to substantially comply with the requirements of the Arizona Blind Trust Act, execute any and all documents (including releases) with respect to Mortgaged Properties located the Collateral and the rights of the Lenders with respect thereto, as contemplated by and in Arizona, pursuant to advice accordance with the provisions of Arizona local counsel to Borrower. However, this Agreement and the Collateral Documents and acknowledge and agree that any such action by the Collateral Agent will in no event be liable to the Lenders for non-compliance with the Arizona Blind Trust Act or for any consequences therefrom. The Agents shall not be responsible to the Lenders for the due execution, genuineness, validity, enforceability or effectiveness of this Agreement or any other Loan Documents or other instruments or agreements. Each Agent shall in all cases be fully protected in acting, or refraining from acting, in accordance with written instructions signed by the Requisite Lenders (or, when expressly required hereby, all the Lenders) and, except as otherwise specifically provided herein, such instructions and any action or inaction pursuant thereto shall be binding on all bind the Lenders. Each Agent shall, in the absence of actual knowledge to the contrary, be entitled to rely on any instrument or document believed by it in good faith to be genuine and correct and to have been signed or sent by the proper Person or persons. None of the Agents nor any Lenders and each assignee of their Related Parties shall have any responsibility to the Loan Parties on account of the failure of or delay in performance or breach by any Lender of any of its obligations hereunder or to any Lender on account of hereby irrevocably authorizes the failure of or delay in performance or breach by any other Lender or the Loan Parties of any of their respective obligations hereunder or under any other Loan Document or in connection herewith or therewith. Each Collateral Agent may execute any and all duties hereunder by or through any of its Related Parties or any sub-agent appointed by it and shall be entitled to rely upon the advice of legal counsel selected by it with respect to all matters arising hereunder and shall not be liable for any action taken or suffered in good faith by it in accordance with the advice of such counsel. The Lenders hereby acknowledge that no Agent shall be under any duty to take any discretionary action permitted to be taken by it pursuant to the provisions of any Loan Document unless it shall be requested in writing to do so by the Requisite Lenders. Subject to the appointment and acceptance of a successor Agent as provided below, any Agent may resign at any time by notifying the Lenders, the Issuing Banks, the LC Facility Issuing Bank and Borrower. Upon any such resignation, the Requisite Lenders shall have the right to appoint a successor. If no successor shall have been so appointed by the Requisite Lenders and shall have accepted such appointment within 30 days after the retiring Agent gives notice of its resignation, then the retiring Agent may, actions on behalf of such Lender or assignee and to exercise such powers as are delegated to the Lenders, Collateral Agent by the Issuing Banks and the LC Facility Issuing Bank, appoint a successor Agent which shall be a bank with an office in New York, New York, having a combined capital and surplus of at least $500.0 million or an Affiliate of any such bank. Upon the acceptance of any appointment as an Agent hereunder by such a successor bank, such successor shall succeed to and become vested with all the rights, powers, privileges and duties terms of the retiring Agent Loan Documents, together with such actions and the retiring Agent shall be discharged from its duties and obligations hereunder. After an Agent’s resignation hereunder, the provisions of this Article and Section 9.05 shall continue in effect for its benefit in respect of any actions taken or omitted to be taken by it while it was acting powers as an Agentare reasonably incidental thereto. With respect to the Loans made by it hereunder, each the Person serving as the Administrative Agent and/or the Collateral Agent in its individual capacity and not as an Administrative Agent and/or Collateral Agent shall have the same rights and powers as any other Lender and may exercise the same as though it were not an the Administrative Agent and/or the Collateral Agent, and such Agent Person and its Affiliates may accept deposits from, lend money to and generally engage in any kind of business with Borrower any of the Borrowers or any Subsidiary of their Subsidiaries or other Affiliate Affiliates thereof as if it were not the Administrative Agent and/or the Collateral Agent. The Agents shall not have any duties or obligations except those expressly set forth in the Loan Documents. Without limiting the generality of the foregoing: (a) the Agents shall not be subject to any fiduciary or other implied duties, regardless of whether a Default has occurred and is continuing; (b) the Agents shall not have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights and powers expressly contemplated by the Loan Documents that the Administrative Agent or the Collateral Agent, as the case may be, is required to exercise upon receipt of notice in writing by the Required Lenders (or such other number or percentage of the Lenders as shall be necessary under the circumstances as provided in Section 10.02); provided, that, no Agent shall be required to take any action that, in its reasonable opinion or the reasonable opinion of its counsel, may expose such Agent to liability or that is contrary to any Loan Document or applicable law, including for the avoidance of doubt any action that may be in violation of the automatic stay under any debtor relief law; and (c) except as expressly set forth in the Loan Documents, the Agents shall not have any duty to disclose, or be liable for the failure to disclose, any information relating to any of the Borrowers or any of their Subsidiaries that is communicated to or obtained by the institution serving as Administrative Agent or Collateral Agent or any of their respective Affiliates in any capacity. No Agent shall be liable for any action taken or not taken by it with the consent or at the request of the Required Lenders (or such other number or percentage of the Lenders as shall be necessary under the circumstances as provided in Section 10.02) or in the absence of its own gross negligence or willful misconduct. No Agent shall be deemed to have knowledge of any Default unless and until written notice thereof is given to it by the Company (in which case the applicable Agent shall give written notice to each Lender), and no Agent shall be responsible for or have any duty to ascertain or inquire into (i) any statement, warranty or representation made in or in connection with any Loan Document, (ii) the contents of any certificate, report or other document delivered hereunder or thereunder or in connection herewith or therewith, (iii) the performance or observance of any of the covenants, agreements or other terms or conditions set forth herein or therein, (iv) the validity, enforceability, effectiveness or genuineness of any Loan Document or any other agreement, instrument or document, or (v) the satisfaction of any condition set forth in Article IV or elsewhere in any Loan Document, other than to confirm receipt of items expressly required to be delivered to the Administrative Agent and/or the Collateral Agent, as the case may be. Each Agent shall be entitled to rely upon, and shall not incur any liability for relying upon, any notice, request, certificate, consent, statement, instrument, document or other writing believed by it to be genuine and to have been signed or sent by the proper Person. Each Agent also may rely upon any statement made to it orally or by telephone and believed by it to be made by the proper Person, and shall not incur any liability for relying thereon. Each Agent may consult with legal counsel (who may be counsel for the Company), independent accountants and other experts selected by it, and shall not be liable for any action taken or not taken by it in accordance with the advice of any such counsel, accountants or experts. Each Agent may perform any and all its duties and exercise its rights and powers by or through any one or more sub-agents appointed by such Agent. Each Agent and any such sub-agent may perform any and all its duties and exercise its rights and powers through their respective Related Parties. The exculpatory provisions of the preceding paragraphs shall apply to any such sub-agent and to the Related Parties of the Agents and any such sub-agent, and shall apply to their respective activities in connection with the syndication of the credit facilities provided for herein as well as activities as an Agent. Neither the Administrative Agent nor the Collateral Agent shall be responsible for the negligence or misconduct of any sub-agents except to the extent that a court of competent jurisdiction determines in a final and non-appealable judgment that such Agent acted with gross negligence or willful misconduct in the selection of such sub-agents. Subject to the conditions set forth herein, any Agent may resign at any time by notifying the Lenders and the Company. Upon any such resignation, the Required Lenders shall have the right, with the consent of the Company (not to be unreasonably withheld and except during the continuance of an Event of Default hereunder, when no consent shall be required), to appoint a successor. In addition, if any Agent is a Defaulting Lender due to it having had a receiver, conservator, trustee, administrator, assignee for the benefit of creditors or similar Person charged with the reorganization or liquidation of its business or custodian appointed for it, the Required Lenders shall have the right, by notice in writing to the Company and such Agent (and the Administrative Agent), to remove such Agent in its capacity as such and, with the consent of the Company (not to be unreasonably withheld and except during the continuance of an Event of Default, when no consent shall be required), to appoint a successor. If no successor to a retiring Agent shall have been so appointed by the Required Lenders and shall have accepted such appointment within thirty (30) days after the retiring Agent gives notice of its resignation (for purposes of this paragraph, the “Resignation Effective Date”), then the retiring Agent may, on behalf of the Lenders, appoint a successor Agent which shall be a bank with an office in New York, New York, or an Affiliate of any such bank; provided, that, whether or not a successor shall have been appointed, the Agent’s resignation shall become effective in accordance with such notice on the Resignation Effective Date. Upon the acceptance of its appointment as Administrative Agent or Collateral Agent hereunder by a successor and, during the Collateral and Guarantee Period with respect to the Collateral Agent, upon the execution and filing or recording of such financing statements, or amendments thereto, and such other instruments or notices, as may be necessary or desirable in order to continue the perfection of the Liens granted or purported to be granted by the Collateral Documents, the Administrative Agent or Collateral Agent, as applicable, shall thereupon succeed to and become vested with all the rights, powers, discretion, privileges, and duties of the retiring Administrative Agent or Collateral Agent and such retiring Agent shall be discharged from its duties and obligations hereunder. After any Agent’s resignation hereunder, the provisions of this Article and Section 10.03 shall continue in effect for the benefit of such retiring Agent, its sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while it was acting as an Agent. Each Lender agrees (a) to reimburse each Agent, on demand, in the amount of its pro rata share (based on the amount of its Loans and available Commitments hereunder) of any expenses incurred for the benefit of the Lenders by such Agent, including counsel fees and compensation of agents and employees paid for services rendered on behalf of the Lenders, that shall not have been reimbursed by the Company or any other Loan Party and (b) to indemnify and hold harmless the Agents and their respective Related Parties, on demand, in the amount of such pro rata share, from and against any and all liabilities, Taxes, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever that may be imposed on, incurred by or asserted against it in its capacity as an Agent or any of them in any way relating to or arising out of this Agreement or any other Loan Document or action taken or omitted by it or any of them under this Agreement or any other Loan Document, to the extent the same shall not have been reimbursed by the Company or any other Loan Party; provided, that, no Lender shall be liable to any Agent or any such other indemnified Person for any portion of such liabilities, Taxes, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements that are determined to have resulted from the gross negligence or willful misconduct of such Agent, any of its Related Parties or any of their respective directors, officers, employees or agents. Each Lender acknowledges that it has, independently and without reliance upon any Agent Agent, the Arrangers or any other Lender and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Agreement. Each Lender also acknowledges that it will, independently and without reliance upon any Agent Agent, the Arrangers or any other Lender and based on such documents and information as it shall from time to time deem appropriate, continue to make its own decisions in taking or not taking action under or based upon this Agreement or Agreement, any other Loan Document, any Document or related agreement or any document furnished hereunder or thereunder. Notwithstanding anything Each Lender represents and warrants that (i) the Loan Documents set forth the terms of a commercial lending facility and (ii) it is engaged in making, acquiring or holding commercial loans in the ordinary course and is entering into this Agreement as a Lender for the purpose of making, acquiring or holding commercial loans and providing other facilities set forth herein as may be applicable to such Lender, and not for the contrary purpose of purchasing, acquiring or holding any other type of financial instrument, and each Lender agrees not to assert a claim in this Agreementcontravention of the foregoing. Each Lender represents and warrants that it is sophisticated with respect to decisions to make, neither CGMI acquire and/or hold commercial loans and JPMSIto provide other facilities set forth herein, as Joint Lead Arrangersmay be applicable to such Lender, nor JPMCB and either it, or the Person exercising discretion in making its decision to make, acquire and/or hold such commercial loans or to provide such other facilities, is experienced in making, acquiring or holding such commercial loans or providing such other facilities. None of the Lenders identified on the facing page or signature pages of this Agreement or elsewhere herein as Syndication Agenta “lead arranger”, in such respective capacities, “bookrunner” or “syndication agent” shall have any obligationsright, duties power, obligation, liability, responsibility or responsibilities, or shall incur any liabilities, duty under this Agreement other than those applicable to all Lenders as such. In case of the pendency of any receivership, insolvency, liquidation, bankruptcy, reorganization, arrangement, adjustment, composition or other judicial proceeding relative to any Loan Party, the Administrative Agent (irrespective of whether the principal of any Loan shall then be due and payable as herein expressed or by declaration or otherwise and irrespective of whether the Administrative Agent shall have made any demand on any Borrower) shall be entitled and empowered, by intervention in such proceeding or otherwise: (a) to file and prove a claim for the whole amount of the principal and interest owing and unpaid by the Loan Parties in respect of the Loans and all other Obligations that are owing and unpaid and to file such other documents as may be necessary or advisable in order to have the claims of the Lenders and the Administrative Agent (including any claim for the reasonable compensation, expenses, disbursements and advances of the Lenders and the Administrative Agent and its agents and counsel and all other amounts due the Lenders and the Administrative Agent) against the Loan Document.Parties allowed in such judicial procee

The Agents. Citicorp North America, Inc. is hereby appointed to act as Administrative Agent and Collateral Agent on behalf of the First Lien Lenders and the Term C Lenders. Each of the Lenders and each assignee of any such Lender Lender, hereby irrevocably authorizes each of the Agents to take such actions on behalf of such Lender or assignee and to exercise such powers as are specifically delegated to such Agent by the terms and provisions hereof and of the other Loan Documents, together with such actions and powers as are reasonably incidental thereto. Each Agent is hereby expressly authorized by each Secured Partythe Lenders, without hereby limiting any implied authority, (a) to receive on behalf of the Secured Parties Lenders all payments of principal of and interest on the ObligationsLoans, all payments and all other amounts due to the Secured Parties Lenders hereunder, and promptly to distribute to each Secured Party Lender its proper share of each payment so received; (b) to give notice on behalf of each of the Lenders to any of the Borrower of any Default specified in this Agreement of which such Agent has actual knowledge acquired in connection with its agency hereunder; and (c) to distribute to each Lender copies of all notices, financial statements and other materials delivered by the Borrower pursuant to this Agreement as received by such Agent; (d) to enter into the Security Documents on behalf of the Secured Parties; and (e) to claim all Obligations owed to any Secured Party against Borrower in its own name for the purpose of any Security Documents. None of the Agents nor any of their Related Parties shall be liable to the Lenders as such for any action taken or omitted to be taken by any of them except to the extent finally judicially determined to have resulted from its or his or her own gross negligence or willful misconduct, or be responsible for any statement, warranty or representation herein or the contents of any document delivered in connection herewith, or be required to ascertain or to make any inquiry concerning the performance or observance by any Loan Party of any of the terms, conditions, covenants or agreements contained in any Loan Document. Without limiting the foregoing, the Lenders acknowledge that the Collateral Agent will use commercially reasonable efforts to substantially comply with the requirements of the Arizona Blind Trust Act, with respect to Mortgaged Properties located in Arizona, pursuant to advice of Arizona local counsel to Borrower. However, the Collateral Agent will in no event be liable to the Lenders for non-compliance with the Arizona Blind Trust Act or for any consequences therefrom. The Agents shall not be responsible to the Lenders for the due execution, genuineness, validity, enforceability or effectiveness of this Agreement or any other Loan Documents or other instruments or agreements. Each Agent shall in all cases be fully protected in acting, or refraining from acting, in accordance with written instructions signed by the Requisite First Lien Lenders (or, when expressly required hereby, all the Lenders) and, except as otherwise specifically provided herein, such instructions and any action or inaction pursuant thereto shall be binding on all the Lenders. Each Agent shall, in the absence of actual knowledge to the contrary, be entitled to rely on any instrument or document believed by it in good faith to be genuine and correct and to have been signed or sent by the proper Person person or persons. None of the Agents nor any of their Related Parties shall have any responsibility to the Loan Parties on account of the failure of or delay in performance or breach by any Lender of any of its obligations hereunder or to any Lender on account of the failure of or delay in performance or breach by any other Lender or the Loan Parties of any of their respective obligations hereunder or under any other Loan Document or in connection herewith or therewith. Each Agent may execute any and all duties hereunder by or through any of its Related Parties or any sub-agent appointed by it and shall be entitled to rely upon the advice of legal counsel selected by it with respect to all matters arising hereunder and shall not be liable for any action taken or suffered in good faith by it in accordance with the advice of such counsel. The Lenders hereby acknowledge that no Agent shall be under any duty to take any discretionary action permitted to be taken by it pursuant to the provisions of any Loan Document unless it shall be requested in writing to do so by the Requisite First Lien Lenders. Subject to the appointment and acceptance of a successor Agent as provided below, any Agent may resign at any time by notifying the Lenders, the Issuing Banks, the LC Facility Issuing Bank and Borrowerthe Borrower (it being understood that Citicorp North America Inc. may resign from its role as Agent for the First Lien Lenders or as Agent for the Term C Lenders, or both). Upon any such resignation, the Requisite First Lien Lenders shall have the right to appoint a successor, except that upon any resignation of an Agent for the Term C Lenders, the Requisite Lenders shall have the right to appoint a successor. If no successor shall have been so appointed by the Requisite First Lien Lenders or the Requisite Lenders, as applicable, and shall have accepted such appointment within 30 days after the retiring Agent gives notice of its resignation, then the retiring Agent may, on behalf of the Lenders, the Issuing Banks Lenders and the LC Facility Issuing Bank, appoint a successor Agent which shall be a bank with an office in New York, New York, having a combined capital and surplus of at least $500.0 million or an Affiliate of any such bank. Upon the acceptance of any appointment as an Agent hereunder by such a successor bank, such successor shall succeed to and become vested with all the rights, powers, privileges and duties of the retiring Agent and the retiring Agent shall be discharged from its duties and obligations hereunder. After an Agent’s resignation hereunder, the provisions of this Article and Section 9.05 shall continue in effect for its benefit in respect of any actions taken or omitted to be taken by it while it was acting as an Agent. With respect to the Loans made by it hereunder, each Agent in its individual capacity and not as an Agent shall have the same rights and powers as any other Lender and may exercise the same as though it were not an Agent, and such Agent and its Affiliates may accept deposits from, lend money to and generally engage in any kind of business with the Borrower or any Subsidiary or other Affiliate thereof as if it were not an Agent. Each Lender acknowledges that it has, independently and without reliance upon any Agent or any other Lender and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Agreement. Each Lender also acknowledges that it will, independently and without reliance upon any Agent or any other Lender and based on such documents and information as it shall from time to time deem appropriate, continue to make its own decisions in taking or not taking action under or based upon this Agreement or any other Loan Document, any related agreement or any document furnished hereunder or thereunder. Notwithstanding anything to the contrary in this Agreement, neither CGMI and JPMSIof SSBI or DBSI, each as a Joint Lead ArrangersArranger, in such capacity, nor JPMCB DBSI, as Syndication Agent, in such respective capacitiesor JPMorgan, as Documentation Agent, or SunTrust Bank, as Co-Documentation Agent, shall have any obligations, duties or responsibilities, or shall incur any liabilities, under this Agreement or any other Loan Document.

The Agents. Citicorp North America, Inc. is hereby appointed to act as Administrative Agent and Collateral Agent on behalf of the Lenders. Each of the Lenders and each assignee of any such Lender the Issuing Banks hereby irrevocably appoints the entities named as the Administrative Agent and the London Agent in the heading of this Agreement, and their successors in such capacities, to serve as the Administrative Agent and the London Agent, respectively, under the Loan Documents and authorizes each of the Agents to take such actions on behalf of such Lender or assignee and to exercise such powers as are specifically delegated to such Agent the Agents by the terms and provisions hereof and of the other Loan Documents, together with such actions and powers as are reasonably incidental thereto. Each Any Person serving as an Agent is hereby hereunder shall have the same rights and powers in its capacity as a Lender or an Issuing Bank as any other Lender or Issuing Bank and may exercise the same as though it were not an Agent, and such Person and its Affiliates may accept deposits from, lend money to, own securities of, act as the financial advisor or in any other advisory capacity for and generally engage in any kind of business with Parent or any Subsidiary or other Affiliate thereof as if such Person were not an Agent hereunder and without any duty to account therefor to the Lenders or the Issuing Banks. The Agents shall not have any duties or obligations except those expressly authorized by each Secured Partyset forth in the Loan Documents, without hereby and their duties hereunder and under the other Loan Documents shall be administrative in nature. Without limiting any implied authoritythe generality of the foregoing, (a) the Agents shall not be subject to receive on behalf any fiduciary or other implied duties, regardless of whether a Default has occurred and is continuing (and it is understood and agreed that the use of the Secured Parties all payments of principal of and interest on the Obligations, all payments and all term “agent” herein or in any other amounts due Loan Documents (or any other similar term) with reference to the Secured Parties hereunderAgents is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable law, and promptly that such term is used as a matter of market custom and is intended to distribute to each Secured Party its proper share of each payment so received; create or reflect only an administrative relationship between contracting parties), (b) the Agents shall not have any duty to give notice on behalf of each take any discretionary action or to exercise any discretionary powers, except discretionary rights and powers expressly contemplated by the Loan Documents that the Agents are required to exercise as directed in writing by the Required Lenders (or such other number or percentage of the Lenders as shall be necessary, or as the applicable Agent shall believe in good faith to Borrower of be necessary, under the circumstances as provided in Section 9.02); provided that no Agent shall be required to take any Default specified action that, in this Agreement of which its opinion, could expose such Agent has actual knowledge acquired in connection with its agency hereunder; to liability or be contrary to any Loan Document or applicable law, and (c) except as expressly set forth in the Loan Documents, the Agents shall not have any duty to distribute to each Lender copies of all noticesdisclose, financial statements and other materials delivered by Borrower pursuant to this Agreement as received by such Agent; (d) to enter into the Security Documents on behalf of the Secured Parties; and (e) to claim all Obligations owed to any Secured Party against Borrower in its own name shall not be liable for the purpose of failure to disclose, any Security Documents. None of the Agents nor information relating to Parent or any Subsidiary or other Affiliate thereof that is communicated to or obtained by them or any of their Related Parties Affiliates in any capacity. The Agents shall not be liable to the Lenders as such for any action taken or omitted not taken by them with the consent or at the request of the Required Lenders (or such other number or percentage of the Lenders as shall be necessary, or as the applicable Agent shall believe in good faith to be taken by any necessary, under the circumstances as provided in Section 9.02) or in the absence of them except to the extent finally judicially determined to have resulted from its or his or her their own gross negligence or willful misconductmisconduct (such absence to be presumed for purposes of this Article VIII unless otherwise determined by a court of competent jurisdiction by a final and nonappealable judgment). Each Agent shall be deemed not to have knowledge of any Default unless and until written notice thereof (stating that it is a “notice of default”) is given to such Agent by Parent or a Lender, or and no Agent shall be responsible for or have any duty to ascertain or inquire into (i) any statement, warranty or representation herein made in or in connection with any Loan Document, including any representation by any Incremental Lender in any Incremental Facility Agreement (it being understood and agreed that each Agent may rely, and shall incur no liability for relying, upon such representation), (ii) the contents of any certificate, report or other document delivered thereunder or in connection herewiththerewith, or be required to ascertain or to make any inquiry concerning (iii) the performance or observance by any Loan Party of any of the termscovenants, conditionsagreements or other terms or conditions set forth in any Loan Document or the occurrence of any Default, covenants (iv) the sufficiency, validity, enforceability, effectiveness or agreements contained genuineness of any Loan Document or any other agreement, instrument or document or (v) the satisfaction of any condition set forth in Article IV or elsewhere in any Loan Document, other than to confirm receipt of items expressly required to be delivered to such Agent, or satisfaction of any condition that expressly refers to the matters described therein being acceptable or satisfactory to such Agent. Without limiting Notwithstanding anything herein to the foregoingcontrary, the Lenders acknowledge that the Collateral Agent will use commercially reasonable efforts to substantially comply with the requirements of the Arizona Blind Trust Act, with respect to Mortgaged Properties located in Arizona, pursuant to advice of Arizona local counsel to Borrower. However, the Collateral Agent will in no event be liable to the Lenders for non-compliance with the Arizona Blind Trust Act or for any consequences therefrom. The Agents shall not be responsible to have any liability arising from any confirmation of any Revolving Credit Exposure or the Lenders for component amounts thereof, any determination of the due executionExchange Rate, genuineness, validity, enforceability the LC Exchange Rate or effectiveness of this Agreement the US Dollar Equivalent or any other Loan Documents determination of any rate that reflects the costs to any Lenders of making or other instruments or agreementsmaintaining any Loans as contemplated by Section 2.14. Each Agent shall in all cases be fully protected in acting, or refraining from acting, in accordance with written instructions signed by the Requisite Lenders (or, when expressly required hereby, all the Lenders) and, except as otherwise specifically provided herein, such instructions and any action or inaction pursuant thereto shall be binding on all the Lenders. Each Agent shall, in the absence of actual knowledge to the contrary, be entitled to rely on rely, and shall not incur any instrument liability for relying, upon any notice, request, certificate, consent, statement, instrument, document or document other writing (including any electronic message, Internet or intranet website posting or other distribution) believed by it in good faith to be genuine and correct and to have been signed signed, sent or sent otherwise authenticated by the proper Person (including, if applicable, a Financial Officer). Each Agent also may rely, and shall not incur any liability for relying, upon any statement made to it orally or personsby telephone and believed by it to be made by the proper Person (including, if applicable, a Financial Officer), and may act upon any such statement prior to receipt of written confirmation thereof. None In determining compliance with any condition hereunder to the making of a Loan, or the Agents nor any issuance, amendment, extension or renewal of their Related Parties a Letter of Credit, that by its terms must be fulfilled to the satisfaction of a Lender or an Issuing Bank, the Administrative Agent may presume that such condition is satisfactory to such Lender or such Issuing Bank unless the Administrative Agent shall have any responsibility received notice to the Loan Parties on account of the failure of or delay in performance or breach by any Lender of any of its obligations hereunder or to any Lender on account of the failure of or delay in performance or breach by any other contrary from such Lender or such Issuing Bank sufficiently in advance to the making of such Loan Parties or the issuance, amendment, extension or renewal of any such Letter of their respective obligations hereunder or under any other Loan Document or in connection herewith or therewithCredit. Each Agent may execute any and all duties hereunder by or through any of its Related Parties or any sub-agent appointed by it and shall be entitled to rely upon the advice of consult with legal counsel (who may be counsel for any Borrower), independent accountants and other experts selected by it with respect to all matters arising hereunder it, and shall not be liable for any action taken or suffered in good faith not taken by it in accordance with the advice of any such counsel, accountants or experts. Each Agent may perform any of and all its duties and exercise its rights and powers hereunder or under any other Loan Document by or through any one or more sub-agents appointed by it. Each Agent and any such sub-agent may perform any of and all its duties and exercise its rights and powers through their respective Related Parties. The Lenders hereby acknowledge that no exculpatory provisions of this Article shall apply to any such sub-agent and to the Related Parties of each Agent and any such sub-agent, and shall apply to their respective activities in connection with the syndication of the credit facilities provided for herein as well as activities as the Administrative Agent or the London Agent, as applicable. No Agent shall be under responsible for the negligence or misconduct of any duty to take any discretionary action permitted to be taken by it pursuant sub-agent except to the provisions extent that a court of any Loan Document unless it shall be requested competent jurisdiction determines in writing to do so by a final and nonappealable judgment that such Agent acted with gross negligence or willful misconduct in the Requisite Lendersselection of such sub-agent. Subject to the appointment and acceptance terms of a successor Agent as provided belowthis paragraph, any each Agent may resign at any time by notifying the Lenders, the Issuing Banks, the LC Facility Issuing Bank Banks and BorrowerParent. Upon receipt of any such notice of resignation, the Requisite Required Lenders (in the case of a resignation of the Administrative Agent) or the Administrative Agent (in the case of a resignation by the London Agent) shall have the right right, in consultation with Parent, to appoint a successor. If no successor shall have been so appointed by the Requisite Required Lenders and shall have accepted such appointment within 30 days after the retiring Agent gives notice of its resignation, then the retiring Agent may, on behalf of the Lenders, Lenders and the Issuing Banks and the LC Facility Issuing BankBanks, appoint a successor Agent Agent, which shall be a bank with an office in New York, New York, having a combined capital and surplus of at least $500.0 million or an Affiliate of any such bank. If any Agent shall be a Defaulting Lender pursuant to clause (e) of the definition of such term, the Required Lenders may, to the extent permitted by applicable law, by notice in writing to Parent and such Agent remove such Agent in its capacity as such and, in consultation with Parent, appoint a successor. Upon the acceptance of any its appointment as an Agent hereunder by such a successor banksuccessor, such successor shall succeed to and become vested with all the rights, powers, privileges and duties of the retiring Agent or removed Agent, as the case may be, and the such retiring or removed Agent shall be discharged from its duties and obligations hereunderhereunder and under the other Loan Documents. The fees payable by the Borrowers to a successor Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrowers and such successor. Notwithstanding the foregoing, in the event (a) no successor Agent to a retiring Agent shall have been so appointed and shall have accepted such appointment within 30 days after the retiring Agent gives notice of its intent to resign, the retiring Agent may give notice of the effectiveness of its resignation to the Lenders, the Issuing Banks and Parent or (b) no successor to a removed Agent shall have been so appointed and shall have accepted such appointment by the day that is 30 days following of the issuance of a notice of removal, the removal shall become effective on such 30th day, and on the date of effectiveness of such resignation or removal, as the case may be, (i) the retiring or removed Agent shall be discharged from its duties and obligations hereunder and under the Loan Documents, and (ii) the Required Lenders shall succeed to and become vested with all the rights, powers, privileges and duties of the retiring or removed Agent; provided that (A) all payments required to be made hereunder or under any other Loan Documents to the retiring or removed Agent for the account of any Person other than such Agent shall be made directly to such Person and (B) all notices and other communications required or contemplated to be given or made to the retiring or removed Agent shall also directly be given or made to the other Agent, and each Lender and each Issuing bank. After an Agent’s resignation hereunderor removal hereunder and under the other Loan Documents, the provisions of this Article and Section 9.05 9.03 shall continue in effect for the benefit of such retiring or removed Agent, its benefit sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by it any of them while it was acting as an Agent. With . (a) to file and prove a claim for the whole amount of the principal and interest owing and unpaid in respect of the Loans, LC Exposure and all other obligations under the Loan Documents that are owing and unpaid and to the Loans made by it hereunder, each Agent file such other documents as may be necessary or advisable in its individual capacity and not as an Agent shall order to have the same rights and powers as any other Lender and may exercise claims of the same as though it were not an AgentLenders, the Issuing Banks and such Agent (including any claim under Sections 2.12, 2.13, 2.15, 2.16, 2.17 and its Affiliates may accept deposits from9.03) allowed in such judicial proceeding; and (b) to collect and receive any monies or other property payable or deliverable on any such claims and to distribute the same; and any custodian, lend money to and generally engage receiver, assignee, trustee, liquidator, sequestrator or other similar official in any kind such proceeding is hereby authorized by each Lender and each Issuing Bank to make such payments to such Agent and, in the event that such Agent shall consent to the making of business with Borrower such payments directly to the Lenders or the Issuing Banks, to pay to such Agent any amount due to it, in its capacity as Agent, under the Loan Documents (including under Section 9.03). Nothing contained herein shall be deemed to authorize any Agent to authorize or consent to or accept or adopt on behalf of any Lender or any Subsidiary Issuing Bank any plan of reorganization, arrangement, adjustment or other Affiliate thereof as if it were not an Agent. Each composition affecting the obligations or the rights of any Lender acknowledges that it has, independently and without reliance upon any Agent or any other Lender and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Agreement. Each Lender also acknowledges that it will, independently and without reliance upon any Agent or any other Lender and based on such documents and information as it shall from time to time deem appropriate, continue to make its own decisions in taking or not taking action under or based upon this Agreement or any other Loan Document, any related agreement or any document furnished hereunder or thereunder. Notwithstanding anything to the contrary in this Agreement, neither CGMI and JPMSI, as Joint Lead Arrangers, nor JPMCB as Syndication Agent, in such respective capacities, shall have any obligations, duties or responsibilitiesIssuing Bank, or shall incur to vote in respect of the claim of any liabilities, under this Agreement Lender or Issuing Bank in any other Loan Documentsuch proceeding.

The Agents. Citicorp North America, Inc. is hereby appointed to act as Administrative Agent and Collateral Agent on behalf of the Lenders. Each of the Lenders and each assignee of any such Lender hereby irrevocably designates and appoints the Agents as the agents of such Lender under this Agreement and the other Loan Documents, and each Lender irrevocably authorizes each of the Agents Agent, in such capacity, to take such actions action on its behalf under the provisions of such Lender or assignee this Agreement and the other Loan Documents and to exercise such powers and perform such duties as are specifically expressly delegated to such Agent by the terms of this Agreement and provisions hereof and of the other Loan Documents, together with such actions and other powers as are reasonably incidental thereto. Each Lender that holds Term B Loans or has Term B Commitments and each Qualified Counterparty (in each case, in its capacity as such) hereby irrevocably designates and appoints the Collateral Agent as an agent of such Person under this Agreement and each other Loan Document to which the Collateral Agent is a party. In addition, without hereby limiting any implied authority, each Lender hereby expressly authorizes and directs the Collateral Agent to enter into the Intercreditor and Subordination Agreement and each other Loan Document to which it is a party as its agent. Notwithstanding any provision to the contrary elsewhere in this Agreement, no Agent shall have any duties or responsibilities, except those expressly set forth herein, or any fiduciary relationship with any Lender, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or any other Loan Document or otherwise exist against any Agent. The Administrative Agent is hereby expressly authorized by each Secured Partythe Lenders, without hereby limiting any implied authority, (a) to receive on behalf of the Secured Parties Lenders all payments of principal of and interest on the ObligationsLoans, all payments and all other amounts due to the Secured Parties Lenders hereunder, and promptly to distribute to each Secured Party Lender its proper share of each payment so received; (b) to give notice on behalf of each of the Lenders to Borrower any of the Borrowers of any Default specified in this Agreement of which such Agent has actual knowledge acquired in connection with its agency hereunder; and (c) to distribute to each Lender copies of all notices, financial statements and other materials delivered by Borrower the Borrowers pursuant to this Agreement as received by such Agent; (d) to enter into the Security Documents on behalf of the Secured Parties; and (e) to claim all Obligations owed to any Secured Party against Borrower in its own name for the purpose of any Security Documents. None of the Agents nor any of their Related Parties shall be liable to the Lenders as such for any action taken or omitted to be taken by any of them except to the extent finally judicially determined to have resulted from its or his or her own gross negligence or willful 138 misconduct, or be responsible for any statement, warranty or representation herein or the contents of any document delivered in connection herewith, or be required to ascertain or to make any inquiry concerning the performance or observance by any Loan Party of any of the terms, conditions, covenants or agreements contained in any Loan Document. Without limiting the foregoing, the Lenders acknowledge that the Collateral Agent will use commercially reasonable efforts to substantially comply with the requirements of the Arizona Blind Trust Act, with respect to Mortgaged Properties located in Arizona, pursuant to advice of Arizona local counsel to Borrower. However, the Collateral Agent will in no event be liable to the Lenders for non-compliance with the Arizona Blind Trust Act or for any consequences therefrom. The Agents shall not be responsible to the Lenders for the due execution, genuineness, validity, enforceability or effectiveness of this Agreement or any other Loan Documents or other instruments or agreements. Each Agent shall in all cases be fully protected in acting, or refraining from acting, in accordance with written instructions signed by the Requisite Lenders (or, when expressly required hereby, all the Lenders) and, except as otherwise specifically provided herein, such instructions and any action or inaction pursuant thereto shall be binding on all the Lenders. Each Agent shall, in the absence of actual knowledge to the contrary, be entitled to rely on any instrument or document believed by it in good faith to be genuine and correct and to have been signed or sent by the proper Person person or persons. None of the Agents nor any of their Related Parties shall have any responsibility to the Loan Parties on account of the failure of or delay in performance or breach by any Lender of any of its obligations hereunder or to any Lender on account of the failure of or delay in performance or breach by any other Lender or the Loan Parties of any of their respective obligations hereunder or under any other Loan Document or in connection herewith or therewith. Each Agent may execute any and all duties hereunder by or through any of its Related Parties or any sub-agent appointed by it and shall be entitled to rely upon the advice of legal counsel selected by it with respect to all matters arising hereunder and shall not be liable for any action taken or suffered in good faith by it in accordance with the advice of such counsel. The Lenders hereby acknowledge that no Agent shall be under any duty to take any discretionary action permitted to be taken by it pursuant to the provisions of any Loan Document unless it shall be requested in writing to do so by the Requisite Lenders. The Collateral Agent hereby agrees that it holds and will hold all of its right, title and interest in, to and under the Security Documents and the Collateral granted to the Collateral Agent thereunder whether now existing or hereafter arising (all such right, title and interest being hereinafter referred to as the "Collateral Estate") under and subject to the conditions set forth in this Agreement; and the Collateral Agent further agrees that it will hold such Collateral Estate for the benefit of the Secured Parties, for the enforcement of the payment of all Obligations (subject to the limitations and priorities set forth herein and in the respective Security Documents) and as security for the performance of and compliance with the covenants and conditions of this Agreement and each of the Security Documents. All of the powers, remedies and rights of the Collateral Agent as set forth in this Agreement may be exercised by the Collateral Agent in respect of any Security Document as though set forth in full therein and all of the powers, remedies and rights of the Collateral Agent as set forth in any Security Document may be exercised from time to time as herein and therein provided. Subject to the appointment and acceptance of a successor Agent as provided belowbelow and subject to the next succeeding paragraph with respect to the Collateral Agent, any Agent may resign at any time by notifying the Lenders, the Issuing Banks, the LC Facility Issuing Bank and Borrowerthe Borrowers. Upon any such resignation, the Requisite Lenders shall have the right to appoint a successor. If 139 no successor shall have been so appointed by the Requisite Lenders and shall have accepted such appointment within 30 days after the retiring Agent gives notice of its resignation, then the retiring Agent may, on behalf of the Lenders, the Issuing Banks Lenders and the LC Facility Issuing Bank, appoint a successor Agent which shall be a bank with an office in New York, New York, having a combined capital and surplus of at least $500.0 million or an Affiliate of any such bank. Upon the acceptance of any appointment as an Agent hereunder by such a successor bank, such successor shall succeed to and become vested with all the rights, powers, privileges and duties of the retiring Agent and the retiring Agent shall be discharged from its duties and obligations hereunder. After an Agent’s 's resignation hereunder, the provisions of this Article and Section 9.05 10.05 shall continue in effect for its benefit in respect of any actions taken or omitted to be taken by it while it was acting as an Agent. With respect to the Loans made by it hereunder, each Agent in its individual capacity and not as an Agent shall have the same rights and powers as any other Lender and may exercise the same as though it were not an Agent, and such Agent and its Affiliates may accept deposits from, lend money to and generally engage in any kind of business with Borrower or any Subsidiary or other Affiliate thereof as if it were not an Agent. Each Lender acknowledges that it has, independently and without reliance upon any Agent or any other Lender and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Agreement. Each Lender also acknowledges that it will, independently and without reliance upon any Agent or any other Lender and based on such documents and information as it shall from time to time deem appropriate, continue to make its own decisions in taking or not taking action under or based upon this Agreement or any other Loan Document, any related agreement or any document furnished hereunder or thereunder. Notwithstanding anything to the contrary in this Agreement, neither CGMI and JPMSI, as Joint Lead Arrangers, nor JPMCB as Syndication Agent, in such respective capacities, shall have any obligations, duties or responsibilities, or shall incur any liabilities, under this Agreement or any other Loan Document.

The Agents. Citicorp North AmericaIn order to expedite the transactions contemplated by this Agreement, Inc. each Agent is hereby appointed to act as Administrative Agent and Collateral Agent on behalf of the Lenders. Each of the Lenders and each assignee of any such Lender hereby irrevocably authorizes each of the Agents Administrative Agent to take such actions on its behalf of such Lender or assignee and to exercise such powers as are specifically delegated to such the Administrative Agent by the terms and provisions hereof and of the other Loan Documentshereof, together with such actions and powers as are reasonably incidental thereto. Each The Administrative Agent is hereby expressly authorized by each Secured Partythe Lenders, without hereby limiting any implied authority, (a) to receive on behalf of the Secured Parties Lenders all payments of principal of and interest on the Obligations, all payments Loans and all other amounts due to the Secured Parties Lenders hereunder, and promptly to distribute to each Secured Party Lender its proper share of each payment so received; (b) to give notice on behalf of each of the Lenders to Borrower the Borrowers of any Event of Default specified in this Agreement of which such the Administrative Agent has actual knowledge acquired in connection with its agency hereunder; and (c) to distribute to each Lender copies of all notices, financial statements and other materials delivered by any Borrower pursuant to this Agreement as received by such the Administrative Agent; (d) to enter into the Security Documents on behalf of the Secured Parties; and (e) to claim all Obligations owed to . Neither any Secured Party against Borrower in its own name for the purpose of any Security Documents. None of the Agents Agent nor any of their Related Parties its directors, officers, employees or agents shall be liable to the Lenders as such for any action taken or omitted to be taken by any of them except to the extent finally judicially determined to have resulted from for its or his or her own gross negligence or willful misconduct, or be responsible for any statement, warranty or representation herein or the contents of any document delivered in connection herewith, or be required to ascertain or to make any inquiry concerning the performance or observance by any Loan Party Borrower of any of the terms, conditions, covenants or agreements contained in any Loan Document. Without limiting the foregoing, the Lenders acknowledge that the Collateral Agent will use commercially reasonable efforts to substantially comply with the requirements of the Arizona Blind Trust Act, with respect to Mortgaged Properties located in Arizona, pursuant to advice of Arizona local counsel to Borrower. However, the Collateral Agent will in no event be liable to the Lenders for non-compliance with the Arizona Blind Trust Act or for any consequences therefromthis Agreement. The Agents shall not be responsible to the Lenders for the due execution, genuineness, validity, enforceability or effectiveness of this Agreement or any other Loan Documents or other instruments or agreements. Each The Administrative Agent shall in all cases be fully protected in acting, or refraining from acting, in accordance with written instructions signed by the Requisite Required Lenders (or, when expressly required hereby, all the Lenders) and, except as otherwise specifically provided herein, such instructions and any action or inaction pursuant thereto shall be binding on all the Lenders. Each The Administrative Agent shall, in the absence of actual knowledge to the contrary, be entitled to rely on any instrument or document believed by it in good faith to be genuine and correct and to have been signed or sent by the proper Person or personsPersons. None of Neither the Agents nor any of their Related Parties directors, officers, employees or agents shall have any responsibility to the Loan Parties any Borrower on account of the failure of or delay in performance or breach by any Lender of any of its obligations hereunder or to any Lender on account of the failure of or delay in performance or breach by any other Agent, any other Lender or the Loan Parties any Borrower of any of their respective obligations hereunder or under any other Loan Document or in connection herewith or therewithherewith. Each The Administrative Agent may execute any and all duties hereunder by or through any of its Related Parties agents or any sub-agent appointed by it employees and shall be entitled to rely upon the advice of legal counsel selected by it with respect to all matters arising hereunder and shall not be liable for any action taken or suffered in good faith by it in accordance with the advice of such counsel. The Lenders hereby acknowledge that no the Administrative Agent shall be under any no duty to take any discretionary action permitted to be taken by it pursuant to the provisions of any Loan Document this Agreement unless it shall be requested in writing to do so by the Requisite Required Lenders. Subject to the appointment and acceptance of a successor Administrative Agent as provided below, any the Administrative Agent may resign at any time by notifying the Lenders, Lenders and the Issuing Banks, the LC Facility Issuing Bank and BorrowerBorrowers. Upon any such resignation, the Requisite Required Lenders shall have the right to appoint from the Lenders a successor. If no successor shall have been so appointed by the Requisite Required Lenders and shall have accepted such appointment within 30 days after the retiring Administrative Agent gives notice of its resignation, then the retiring Administrative Agent may, on behalf of the Lenders, appoint from the Issuing Banks and the LC Facility Issuing Bank, appoint Lenders a successor Administrative Agent which shall be a bank with an office in New York, New York, having a combined capital and surplus of at least $500.0 million 500,000,000 or an Affiliate affiliate of any such bank, which successor shall be acceptable to Viacom (such acceptance not to be unreasonably withheld). Upon the acceptance of any appointment as an Administrative Agent hereunder by such a successor bank, such successor shall succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent and the retiring Administrative Agent shall be discharged from its duties and obligations hereunder. After an the Administrative Agent’s 's resignation hereunder, the provisions of this Article and Section 9.05 9.5 shall continue in effect for its benefit in respect of any actions taken or omitted to be taken by it while it was acting as an Administrative Agent. With respect to the Loans made by it them hereunder, each Agent the Agents in its their individual capacity and not as an Agent Agents shall have the same rights and powers as any other Lender and may exercise the same as though it they were not an AgentAgents, and such Agent the Agents and its Affiliates their affiliates may accept deposits from, lend money to and generally engage in any kind of business with Borrower the Borrowers or any Subsidiary of their respective Subsidiaries or other any Affiliate thereof as if it they were not an Agents. Each Lender agrees (i) to reimburse the Administrative Agent in the amount of its pro rata share (based on its Total Facility Percentage or, after the date on which the Loans shall have been paid in full, based on its Total Facility Percentage immediately prior to such date) of any reasonable, out-of-pocket expenses incurred for the benefit of the Lenders by the Administrative Agent, including reasonable counsel fees and compensation of agents and employees paid for services rendered on behalf of the Lenders, which shall not have been reimbursed by or on behalf of any Borrower and (ii) to indemnify and hold harmless the Administrative Agent and any of its directors, officers, employees or agents, in the amount of such pro rata share, from and against any and all liabilities, taxes, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever which may be imposed on, incurred by or asserted against it in its capacity as Administrative Agent in any way relating to or arising out of this Agreement or any action taken or omitted by it under this Agreement, to the extent the same shall not have been reimbursed by or on behalf of Viacom; provided, that no Lender shall be liable to the Administrative Agent or any such director, officer, employee or agent for any portion of such liabilities, taxes, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements resulting from the gross negligence or willful misconduct of the Administrative Agent or any of its directors, officers, employees or agents. Each Lender acknowledges that it has, independently and without reliance upon any Agent the Agents or any other Lender and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Agreement. Each Lender also acknowledges that it will, independently and without reliance upon any Agent or any other Lender and based on such documents and information as it shall from time to time deem appropriate, continue to make its own decisions in taking or not taking action under or based upon this Agreement or any other Loan DocumentAgreement, any related agreement or any document furnished hereunder or thereunder. Notwithstanding anything to Neither the contrary in this Agreement, neither CGMI and JPMSI, as Joint Lead Arrangers, nor JPMCB as Syndication Agent, in such respective capacitiesthe Co-Documentation Agents, the Joint Lead Arrangers nor any managing agent shall have any obligations, duties or responsibilities, or shall incur any liabilities, under this Agreement or any other Loan Documentresponsibilities hereunder in its capacity as such.

The Agents. Citicorp North AmericaIn order to expedite the transactions contemplated by this Agreement, Inc. CSFB is hereby appointed to act as Administrative Agent and Collateral Agent on behalf of the LendersLenders and Issuing Banks (for purposes of this Article VIII, the Administrative Agent and the Collateral Agent are referred to collectively as the "Agents"). Each of the Lenders and Lenders, each assignee of any such Lender and each Issuing Bank hereby irrevocably authorizes each of the Agents to take such actions on behalf of such Lender or assignee or such Issuing Bank and to exercise such powers as are specifically delegated to such Agent the Agents by the terms and provisions hereof and of the other Loan Documents, together with such actions and powers as are reasonably incidental thereto. Each The Administrative Agent is hereby expressly authorized by each Secured Partythe Lenders and the Issuing Banks, without hereby limiting any implied authority, (a) to receive on behalf of the Secured Parties Lenders and the Issuing Banks all payments of principal of and interest on the ObligationsLoans, all payments in respect of L/C Disbursements and all other amounts due to the Secured Parties Lenders hereunder, and promptly to distribute to each Secured Party Lender or Issuing Bank its proper share of each payment so received; (b) to give notice on behalf of each of the Lenders to the Borrower of any Event of Default specified in this Agreement of which such the Administrative Agent has actual knowledge acquired in connection with its agency hereunder; and (c) to distribute to each Lender copies of all notices, financial statements and other materials delivered by the Borrower or any other Loan Party pursuant to this Agreement or the other Loan Documents as received by such the Administrative Agent; . Without limiting the generality of the foregoing, the Agents are hereby expressly authorized to execute any and all documents (dincluding releases) with respect to enter into the Collateral and the Guarantee Agreements and the rights of the Secured Parties with respect thereto, as contemplated by and in accordance with the provisions of this Agreement, the Security Documents and the Guarantee Agreements, and the Agents are hereby expressly authorized to rely on behalf of any certificate delivered by the Secured Parties; Borrowers as to adverse tax consequences, third party consent requirements, expenses, regulatory consequences or other matters relating to the Collateral and (eGuarantee Requirement, including any certificate delivered under Section 4.02(h), 5.03(d) to claim all Obligations owed to any Secured Party against Borrower in its own name for the purpose of any Security Documentsor 9.08(b). None of Neither the Agents nor any of their Related Parties respective directors, officers, employees or agents shall be liable to the Lenders as such for any action taken or omitted to be taken by any of them except to the extent finally judicially determined to have resulted from for its or his or her own gross negligence or willful wilful misconduct, or be responsible for any statement, warranty or representation herein or the contents of any document delivered in connection herewith, or be required to ascertain or to make any inquiry concerning the performance or observance by the Borrower or any other Loan Party of any of the terms, conditions, covenants or agreements contained in any Loan Document. Without limiting the foregoing, the Lenders acknowledge that the Collateral Agent will use commercially reasonable efforts to substantially comply with the requirements of the Arizona Blind Trust Act, with respect to Mortgaged Properties located in Arizona, pursuant to advice of Arizona local counsel to Borrower. However, the Collateral Agent will in no event be liable to the Lenders for non-compliance with the Arizona Blind Trust Act or for any consequences therefrom. The Agents shall not be responsible to the Lenders for the due execution, genuineness, validity, enforceability or effectiveness of this Agreement or any other Loan Documents or other Documents, instruments or agreements. Each Agent The Agents shall in all cases be fully protected in acting, or refraining from acting, in accordance with written instructions signed by the Requisite Required Lenders (or, when expressly required hereby, all the Lenders) and, except as otherwise specifically provided herein, such instructions and any action or inaction pursuant thereto shall be binding on all the Lenders. Each Agent shall, in the absence of actual knowledge to the contrary, be entitled to rely on any instrument or document believed by it in good faith to be genuine and correct and to have been signed or sent by the proper Person person or persons. None of Neither the Agents nor any of their Related Parties respective directors, officers, employees or agents shall have any responsibility to the Borrower or any other Loan Parties Party on account of the failure of or delay in performance or breach by any Lender or Issuing Bank of any of its obligations hereunder or to any Lender or Issuing Bank on account of the failure of or delay in performance or breach by any other Lender or Issuing Bank or the Borrower or any other Loan Parties Party of any of their respective obligations hereunder or under any other Loan Document or in connection herewith or therewith. Each Agent of the Agents may execute any and all duties hereunder by or through any of its Related Parties agents or any sub-agent appointed by it employees and shall be entitled to rely upon the advice of legal counsel selected by it with respect to all matters arising hereunder and shall not be liable for any action taken or suffered in good faith by it in accordance with the advice of such counsel. The Lenders hereby acknowledge that no neither Agent shall be under any duty to take any discretionary action permitted to be taken by it pursuant to the provisions of any Loan Document this Agreement unless it shall be requested in writing to do so by the Requisite Required Lenders. Subject to the appointment and acceptance of a successor Agent as provided below, any either Agent may resign at any time by notifying the Lenders, Lenders and the Issuing Banks, the LC Facility Issuing Bank and Borrower. Upon any such resignation, the Requisite Lenders Required Lenders, acting jointly with the Borrower if no Event of Default shall have occurred and be continuing, shall have the right to appoint a successor. If no successor shall have been so appointed by the Requisite Lenders and shall have accepted such appointment within 30 days after the retiring Agent gives notice of its resignation, then the retiring Agent may, on behalf of the Lenders, the Issuing Banks and the LC Facility Issuing Bank, appoint a successor Agent which shall be a bank with an office in New York, New York, having a combined capital and surplus of at least $500.0 million 500,000,000 or an Affiliate of any such bank. Upon the acceptance of any appointment as an Agent hereunder by such a successor bank, such successor shall succeed to and become vested with all the rights, powers, privileges and duties of the retiring Agent and the retiring Agent shall be discharged from its duties and obligations hereunder. After an the Agent’s 's resignation hereunder, the provisions of this Article and Section 9.05 shall continue in effect for its benefit in respect of any actions taken or omitted to be taken by it while it was acting as an Agent. With respect to the Loans made by it hereunder, each Agent in its individual capacity and not as an Agent shall have the same rights and powers as any other Lender and may exercise the same as though it were not an Agent, and such Agent the Agents and its their Affiliates may accept deposits from, lend money to and generally engage in any kind of business with the Borrower or any Subsidiary of the Subsidiaries or other Affiliate thereof as if it were not an Agent. Each Lender acknowledges that it has, independently and without reliance upon any Agent the Agents or any other Lender and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Agreement. Each Lender also acknowledges that it will, independently and without reliance upon any Agent the Agents or any other Lender and based on such documents and information as it shall from time to time deem appropriate, continue to make its own decisions in taking or not taking action under or based upon this Agreement or any other Loan Document, any related agreement or any document furnished hereunder or thereunder. Notwithstanding anything to the contrary in this Agreement, neither CGMI and JPMSI, as Joint Lead Arrangers, nor JPMCB as Syndication Agent, in such respective capacities, shall have any obligations, duties or responsibilities, or shall incur any liabilities, under this Agreement or any other Loan Document.

The Agents. Citicorp North AmericaIn order to expedite the transactions contemplated by this Agreement, Inc. is the Persons named in the heading of this Agreement are hereby appointed to act as Administrative Agent and Collateral Canadian Administrative Agent on behalf of the Lenders. Each of the Lenders and Lenders, each assignee of any such Lender hereby irrevocably authorizes each of the Agents to take such actions on behalf of such Lender or assignee and to exercise such powers as are specifically delegated to such Agent the Agents by the terms and provisions hereof and of the other Loan Documents, together with such actions and powers as are reasonably incidental thereto. Each The Administrative Agent is and, to the extent expressly provided herein, the Canadian Administrative Agent are hereby expressly authorized by each Secured Partythe Lenders, without hereby limiting any implied authority, (a) to receive on behalf of the Secured Parties Lenders all payments of principal of and interest on the Obligations, all payments Loans and all other amounts due to the Secured Parties Lenders hereunder, and promptly to distribute to each Secured Party Lender its proper share of each payment so received; (b) to give notice on behalf of each of the Lenders to Borrower the Company of any Event of Default specified in this Agreement of which such the Administrative Agent has actual knowledge acquired in connection with its agency hereunder; and (c) to distribute to each Lender copies of all notices, financial statements and other materials delivered by Borrower the Company or any other Loan Party pursuant to this Agreement or the other Loan Documents as received by such the Administrative Agent; (d) to enter into the Security Documents on behalf of the Secured Parties; and (e) to claim all Obligations owed to any Secured Party against Borrower in its own name for the purpose of any Security Documents. None of the Agents nor any of their Related Parties shall be liable to the Lenders as such for any action taken or omitted to be taken by any of them except to the extent finally judicially determined to have resulted from its or his or her own gross negligence or willful misconduct, or be responsible for any statement, warranty or representation herein or the contents of any document delivered in connection herewith, or be required to ascertain or to make any inquiry concerning the performance or observance by any Loan Party of any of the terms, conditions, covenants or agreements contained in any Loan Document. Without limiting the generality of the foregoing, the Lenders acknowledge Administrative Agent is hereby expressly authorized to release any Subsidiary Guarantor from its obligations under the Subsidiary Guarantee Agreement in the event that all the capital stock of such Guarantor shall be sold, transferred or otherwise disposed of to a Person other than the Company or an Affiliate of the Company in a transaction not prohibited by this Agreement. It is understood and agreed that the Collateral Agent will use commercially reasonable efforts to substantially comply with the requirements of the Arizona Blind Trust Act, with respect to Mortgaged Properties located term “agent” herein or in Arizona, pursuant to advice of Arizona local counsel to Borrower. However, the Collateral Agent will in no event be liable to the Lenders for non-compliance with the Arizona Blind Trust Act or for any consequences therefrom. The Agents shall not be responsible to the Lenders for the due execution, genuineness, validity, enforceability or effectiveness of this Agreement or any other Loan Documents (or any other instruments or agreements. Each Agent shall in all cases be fully protected in acting, or refraining from acting, in accordance similar term) with written instructions signed by the Requisite Lenders (or, when expressly required hereby, all the Lenders) and, except as otherwise specifically provided herein, such instructions and any action or inaction pursuant thereto shall be binding on all the Lenders. Each Agent shall, in the absence of actual knowledge reference to the contrary, be entitled to rely on any instrument or document believed by it in good faith to be genuine and correct and to have been signed or sent by the proper Person or persons. None of the Agents nor any of their Related Parties shall have any responsibility to the Loan Parties on account of the failure of or delay in performance or breach by any Lender of any of its obligations hereunder or to any Lender on account of the failure of or delay in performance or breach by any other Lender or the Loan Parties of any of their respective obligations hereunder or under any other Loan Document or in connection herewith or therewith. Each Agent may execute any and all duties hereunder by or through any of its Related Parties or any sub-agent appointed by it and shall be entitled to rely upon the advice of legal counsel selected by it with respect to all matters arising hereunder and shall not be liable for any action taken or suffered in good faith by it in accordance with the advice of such counsel. The Lenders hereby acknowledge that no Agent shall be under any duty to take any discretionary action permitted to be taken by it pursuant to the provisions of any Loan Document unless it shall be requested in writing to do so by the Requisite Lenders. Subject to the appointment and acceptance of a successor Agent as provided below, any Agent may resign at any time by notifying the Lenders, the Issuing Banks, the LC Facility Issuing Bank and Borrower. Upon any such resignation, the Requisite Lenders shall have the right to appoint a successor. If no successor shall have been so appointed by the Requisite Lenders and shall have accepted such appointment within 30 days after the retiring Agent gives notice of its resignation, then the retiring Agent may, on behalf of the Lenders, the Issuing Banks and the LC Facility Issuing Bank, appoint a successor Agent which shall be a bank with an office in New York, New York, having a combined capital and surplus of at least $500.0 million or an Affiliate of any such bank. Upon the acceptance of any appointment as an Agent hereunder by such a successor bank, such successor shall succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent and the retiring Canadian Administrative Agent shall be discharged from its duties and is not intended to connote any fiduciary or other implied (or express) obligations hereunder. After an Agent’s resignation hereunder, the provisions of this Article and Section 9.05 shall continue in effect for its benefit in respect arising under agency doctrine of any actions taken applicable law. Instead such term is used as a matter of market custom, and is intended to create or omitted to be taken by it while it was acting as reflect only an Agentadministrative relationship between contracting parties. With respect to the Loans made by it hereunderunder this Agreement, each Agent in its individual capacity and not as an Agent shall have the same rights and powers as any other Lender and may exercise the same as though it were not an Agent, and such Agent the Agents and its their Affiliates may accept deposits from, lend money to to, own securities of, act as the financial advisor or in any other advisory capacity for and generally engage in any kind of business with Borrower the Company or any Subsidiary or other Affiliate thereof as if it were not an Agent under the Loan Documents and without any duty to account therefor to the Lenders. The Agents shall not have any duties or obligations except those expressly set forth in the Loan Documents, and their duties under the Loan Documents shall be administrative in nature. Without limiting the generality of the foregoing, (a) no Agent shall be subject to any fiduciary or other implied duties, regardless of whether a Default has occurred and is continuing, (b) no Agent shall have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights and powers expressly contemplated by the Loan Documents that such Agent is required to exercise upon receipt of notice in writing by the Required Lenders (or such other number or percentage of the Lenders as shall be expressly provided for herein or in the other Loan Documents); provided that such Agent shall not be required to take any action that, in its opinion or the opinion of its counsel, may expose such Agent to liability or that is contrary to any Loan Document or applicable law, including for the avoidance of doubt any action that may be in violation of the automatic stay under any Debtor Relief Law or that may effect a forfeiture, modification or termination of property of a Defaulting Lender in violation of any Debtor Relief Law, and (c) except as expressly set forth in the Loan Documents, no Agent shall have any duty to disclose, and no Agent shall be liable for the failure to disclose, any information relating to the Company or any of its Subsidiaries that is communicated to or obtained by the institution serving as Agent or any of its Affiliates in any capacity. No Agent shall be liable for any action taken or not taken by it with the consent or at the request of the Required Lenders (or such other number or percentage of the Lenders as shall be necessary, or as such Agent shall believe in good faith shall be necessary, under the circumstances as provided in Section 10.02) or in the absence of its own gross negligence, bad faith or willful misconduct. No Agent shall be deemed to have knowledge of any Default unless and until written notice thereof is given to such Agent by a Borrower, and no Agent shall be responsible for or have any duty to ascertain or inquire into (i) any statement, warranty or representation made in or in connection with any Loan Document, (ii) the contents of any certificate, report or other document delivered hereunder or thereunder or in connection herewith or therewith, (iii) the performance or observance of any of the covenants, agreements or other terms or conditions set forth herein or therein or the occurrence of any Default, (iv) the validity, enforceability, effectiveness or genuineness of any Loan Document or any other agreement, instrument or document, or (v) the satisfaction of any condition set forth in Article IV or elsewhere in any Loan Document, other than to confirm receipt of items expressly required to be delivered to such Agent. Each Agent shall be entitled to rely upon, and shall not incur any liability for relying upon, any notice, request, certificate, consent, statement, instrument, document or other writing believed by it to be genuine and to have been signed, sent or otherwise authenticated by the proper Person. Each Agent also may rely upon any statement made to it orally or by telephone and in good faith believed by it to be made by the proper Person, and shall not incur any liability for relying thereon. In determining compliance with any condition hereunder to the making of a Loan, that by its terms must be fulfilled to the satisfaction of a Lender, each Agent may presume that such condition is satisfactory to such Lender unless such Agent shall have received notice to the contrary from such Lender prior to the making of such Loan. Each Agent may consult with legal counsel (who may be counsel for any Borrower), independent accountants and other experts selected by it, and shall not be liable for any action taken or not taken by it in accordance with the advice of any such counsel, accountants or experts. Each Agent may perform any and all of its duties and exercise its rights and powers by or through any one or more sub-agents appointed by such Agent. Each Agent and any such sub-agent may perform any and all of its duties and exercise its rights and powers through their respective Related Parties. The exculpatory provisions of this Article shall apply to any such sub-agent and to the Related Parties of each Agent and any such sub-agent, and shall apply to their respective activities in connection with the syndication of the credit facilities provided for herein as well as activities as Agent. In taking any discretionary action hereunder, or in determining whether any provision hereof is applicable to any event, transaction or circumstance, the Administrative Agent may, in its discretion, but shall not be required (unless required by any other express provision hereof) to, communicate such proposed action or determination to the Lenders prior to taking or making the same, and shall be entitled (subject to any otherwise applicable requirement of Section 10.02(b)), in the absence of any contrary communication received from any Lender within a reasonable period of time specified in such communication from the Administrative Agent, to assume that such proposed action or determination is satisfactory to such Lender. Subject to the appointment and acceptance of a successor Agent as provided in this paragraph, any Agent may resign at any time by notifying the Lenders and the Company. Upon any such resignation, the Company shall have the right, with the consent of the Required Lenders (not to be unreasonably withheld or delayed), to appoint a successor; provided, that if a Default has occurred and is continuing, the Required Lenders, and not the Company, shall have the right, in consultation with the Company, to appoint such successor. If no successor shall have been so appointed by the Company (or, if applicable, the Required Lenders) and shall have accepted such appointment within 30 days after the retiring Agent gives notice of its resignation, then the retiring Agent may (but shall not be obligated to), on behalf of the Lenders, appoint a successor Agent which shall be a bank with an office in New York, New York or Toronto or London, as applicable, or an Affiliate of any such bank. Upon the acceptance of its appointment as Agent hereunder by a successor, such successor shall succeed to and become vested with all the rights, powers, privileges and duties of the retiring Agent, and the retiring Agent shall be discharged from its duties and obligations hereunder. The fees payable by the Company to a successor Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Company and such successor. After the Agent’s resignation hereunder, the provisions of this Article and Section 10.03 shall continue in effect for the benefit of such retiring Agent, its sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while it was acting as Agent. To the extent required by any applicable law, each Agent may withhold from any payment to any Lender an amount equivalent to any applicable withholding Tax. Without limiting or expanding the provisions of Section 2.16, each Lender shall indemnify and hold harmless each Agent against, and shall make payable in respect thereof within 10 days after written demand therefor, any and all Taxes and any and all related losses, claims, liabilities and expenses (including fees, charges and disbursements of any counsel for such Agent) incurred by or asserted against such Agent by the United States Internal Revenue Service or any other Governmental Authority as a result of the failure of such Agent to properly withhold Tax from amounts paid to or for the account of such Lender for any reason (including, without limitation, because the appropriate form was not delivered or not properly executed, or because such Lender failed to notify such Agent of a change in circumstance that rendered the exemption from, or reduction of withholding Tax ineffective) unless such failure was due to the gross negligence or willful misconduct of such Agent. A certificate as to the amount of such payment or liability delivered to any Lender by such Agent shall be conclusive absent manifest error. Each Lender hereby authorizes each Agent to set off and apply any and all amounts at any time owing to such Lender under this Agreement or any other Loan Document against any amount due such Agent under this Article. The agreements in this Article shall survive the resignation and/or replacement of each Agent, any assignment of rights by, or the replacement of, a Lender, the termination of the Commitments and the repayment, satisfaction or discharge of all other Obligations. Each Lender acknowledges that it has, independently and without reliance upon any Agent the Agents or any other Lender and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Agreement. Each Lender also acknowledges that it will, independently and without reliance upon any Agent the Agents or any other Lender and based on such documents and information as it shall from time to time deem appropriate, continue to make its own decisions in taking or not taking action under or based upon this Agreement or Agreement, any other Loan Document, any Document or related agreement or any document furnished hereunder or thereunder. Notwithstanding anything Anything herein to the contrary in this Agreementnotwithstanding, neither CGMI and JPMSI, as Joint Lead Arrangers, nor JPMCB as Syndication Agent, in such respective capacities, none of the Arrangers shall have any obligations, duties or responsibilities, or shall incur any liabilities, obligations under this Agreement or any of the other Loan DocumentDocuments, except in its capacity, as applicable, as an Agent or a Lender hereunder. In case of the pendency of any proceeding under any Debtor Relief Law or any other judicial proceeding relative to any Loan Party, each Agent (irrespective of whether the principal of any Loan shall then be due and payable as herein expressed or by declaration or otherwise and irrespective of whether such Agent shall have made any demand on the applicable Borrower) shall be entitled and empowered (but not obligated) by intervention in such proceeding or otherwise: (a) to file and prove a claim for the whole amount of the principal and interest owing and unpaid in respect of the Loans and all other Obligations that are owing and unpaid and to file such other documents as may be necessary or advisable in order to have the claims of the Lenders and the Agents (including any claim for the reasonable compensation, expenses, disbursements and advances of the Lenders and the Agents and their respective agents and counsel and all other amounts due the Lenders and the Agents) allowed in such judicial proceeding and (b) to collect and receive any monies or other property payable or deliverable on any such claims and to distribute the same; and any custodian, receiver, assignee, trustee, liquidator, sequestrator or other similar official in any such judicial proceeding is hereby authorized by each Lender to make such payments to the applicable Agent and, in the event that an Agent shall consent to the making of such payments directly to the Lenders, to pay to such Agent any amount due for the reasonable compensation, expenses, disbursements and advances of such Agent and its agents and counsel, and any other amounts due such Agent. Nothing herein shall be deemed to give the Agents the right to vote the claim of any Lender in any such proceeding pursuant to such Debtor Relief Law.

The Agents. Citicorp North AmericaIn order to expedite the transactions contemplated by this Agreement, Inc. each Agent is hereby appointed to act as Administrative Agent and Collateral Agent on behalf of the Lenders. Each of the Lenders and each assignee of any such Lender the Issuing Lenders hereby irrevocably authorizes each of the Agents Administrative Agent to take such actions on its behalf of such Lender or assignee and to exercise such powers as are specifically delegated to such the Administrative Agent by the terms and provisions hereof and of the other Loan Documentshereof, together with such actions and powers as are reasonably incidental thereto. Each The Administrative Agent is hereby expressly authorized by each Secured Partythe Lenders and the Issuing Lenders, without hereby limiting any implied authority, (a) to receive on behalf of the Secured Parties Lenders and Issuing Lenders all payments of principal of and interest on the Obligations, all payments Loans and the LC Disbursements and all other amounts due to the Secured Parties Lenders and the Issuing Lenders hereunder, and promptly to distribute to each Secured Party Lender and Issuing Lender its proper share of each payment so received; (b) to give notice on behalf of each of the Lenders to Borrower the Borrowers of any Event of Default specified in this Agreement of which such the Administrative Agent has actual knowledge acquired in connection with its agency hereunder; and (c) to distribute to each Lender and Issuing Lender copies of all notices, financial statements and other materials delivered by any Borrower pursuant to this Agreement as received by such the Administrative Agent; (d) to enter into the Security Documents on behalf of the Secured Parties; and (e) to claim all Obligations owed to . Neither any Secured Party against Borrower in its own name for the purpose of any Security Documents. None of the Agents Agent nor any of their Related Parties its directors, officers, employees or agents shall be liable to the Lenders as such for any action taken or omitted to be taken by any of them except to the extent finally judicially determined to have resulted from for its or his or her own gross negligence or willful misconduct, or be responsible for any statement, warranty or representation herein or the contents of any document delivered in connection herewith, or be required to ascertain or to make any inquiry concerning the performance or observance by any Loan Party Borrower of any of the terms, conditions, covenants or agreements contained in any Loan Document. Without limiting the foregoing, the Lenders acknowledge that the Collateral Agent will use commercially reasonable efforts to substantially comply with the requirements of the Arizona Blind Trust Act, with respect to Mortgaged Properties located in Arizona, pursuant to advice of Arizona local counsel to Borrower. However, the Collateral Agent will in no event be liable to the Lenders for non-compliance with the Arizona Blind Trust Act or for any consequences therefromthis Agreement. The Agents shall not be responsible to the Lenders for the due execution, genuineness, validity, enforceability or effectiveness of this Agreement or any other Loan Documents or other instruments or agreements. Each None of the Agents or the Borrowers shall be subject to any fiduciary or other implied duties, regardless of whether a Default or an Event of Default has occurred and is continuing, and no provision in the Loan Documents and no course of dealing between the parties hereto shall be deemed to create any fiduciary duty owing to any Agent, any Lender, any Borrower or any Subsidiary, or any of their respective Affiliates, by any party hereto. The Administrative Agent shall in all cases be fully protected in acting, or refraining from acting, in accordance with written instructions signed by the Requisite Required Lenders (or, when expressly required hereby, all the Lenders) and, except as otherwise specifically provided herein, such instructions and any action or inaction pursuant thereto shall be binding on all the Lenders and the Issuing Lenders. Each The Administrative Agent shall, in the absence of actual knowledge to the contrary, be entitled to rely on any instrument or document believed by it in good faith to be genuine and correct and to have been signed or sent by the proper Person or personsPersons. None of Neither the Agents nor any of their Related Parties directors, officers, employees or agents shall have any responsibility to the Loan Parties any Borrower on account of the failure of or delay in performance or breach by any Lender or Issuing Lender of any of its obligations hereunder or to any Lender or Issuing Lender on account of the failure of or delay in performance or breach by any other Agent, any other Lender or the Loan Parties Issuing Lender or any Borrower of any of their respective obligations hereunder or under any other Loan Document or in connection herewith or therewithherewith. Each The Administrative Agent may execute any and all duties hereunder by or through any of its Related Parties agents or any sub-agent appointed by it employees and shall be entitled to rely upon the advice of legal counsel selected by it with respect to all matters arising hereunder and shall not be liable for any action taken or suffered in good faith by it in accordance with the advice of such counsel. The Lenders and the Issuing Lenders hereby acknowledge that no the Administrative Agent shall be under any no duty to take any discretionary action permitted to be taken by it pursuant to the provisions of any Loan Document this Agreement unless it shall be requested in writing to do so by the Requisite Required Lenders. Subject to the appointment and acceptance of a successor Administrative Agent as provided below, any the Administrative Agent may resign at any time by notifying the Lenders, the Issuing Banks, Lenders and the LC Facility Issuing Bank and BorrowerBorrowers. Upon any such resignation, the Requisite Required Lenders shall have the right to appoint from the Lenders a successor. If no successor shall have been so appointed by the Requisite Required Lenders and shall have accepted such appointment within 30 days after the retiring Administrative Agent gives notice of its resignation, then the retiring Administrative Agent may, on behalf of the Lenders, appoint from the Issuing Banks and the LC Facility Issuing Bank, appoint Lenders a successor Administrative Agent which shall be a bank with an office in New York, New York, having a combined capital and surplus of at least $500.0 million 500,000,000 or an Affiliate affiliate of any such bank, which successor shall be acceptable to Viacom (such acceptance not to be unreasonably withheld). Upon the acceptance of any appointment as an Administrative Agent hereunder by such a successor bank, such successor shall succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent and the retiring Administrative Agent shall be discharged from its duties and obligations hereunder. After an the Administrative Agent’s resignation hereunder, the provisions of this Article and Section 9.05 9.5 shall continue in effect for its benefit in respect of any actions taken or omitted to be taken by it while it was acting as an Administrative Agent. With respect to the Loans made by it them and their LC Exposure hereunder, each Agent the Agents in its their individual capacity and not as an Agent Agents shall have the same rights and powers as any other Lender and may exercise the same as though it they were not an AgentAgents, and such Agent the Agents and its Affiliates their affiliates may accept deposits from, lend money to and generally engage in any kind of business with Borrower the Borrowers or any Subsidiary of their respective Subsidiaries or other any Affiliate thereof as if it they were not an AgentAgents. Each Lender and Issuing Lender agrees (i) to reimburse the Administrative Agent in the amount of its pro rata share (based on its Total Facility Percentage or, after the date on which the Loans shall have been paid in full, based on its Total Facility Percentage immediately prior to such date) of any reasonable, out-of-pocket expenses incurred for the benefit of the Lenders or the Issuing Lenders by the Administrative Agent, including reasonable counsel fees and compensation of agents and employees paid for services rendered on behalf of the Lenders or the Issuing Lenders, which shall not have been reimbursed by or on behalf of any Borrower and (ii) to indemnify and hold harmless the Administrative Agent and any of its directors, officers, employees or agents, in the amount of such pro rata share, from and against any and all liabilities, taxes, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever which may be imposed on, incurred by or asserted against it in its capacity as Administrative Agent in any way relating to or arising out of this Agreement or any action taken or omitted by it under this Agreement, to the extent the same shall not have been reimbursed by or on behalf of Viacom; provided, that no Lender or Issuing Lender shall be liable to the Administrative Agent or any such director, officer, employee or agent for any portion of such liabilities, taxes, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements resulting from the gross negligence or willful misconduct of the Administrative Agent or any of its directors, officers, employees or agents. Each Lender and Issuing Lender acknowledges that it has, independently and without reliance upon any Agent the Agents or any other Lender or Issuing Lender and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Agreement. Each Lender and Issuing Lender also acknowledges that it will, independently and without reliance upon any Agent or any other Lender or Issuing Lender and based on such documents and information as it shall from time to time deem appropriate, continue to make its own decisions in taking or not taking action under or based upon this Agreement or any other Loan DocumentAgreement, any related agreement or any document furnished hereunder or thereunder. Notwithstanding anything to None of the contrary in this AgreementCo-Documentation Agents, neither CGMI and JPMSIthe Syndication Agent, as the Joint Lead Arrangers, nor JPMCB as Syndication Agent, in such respective capacities, the Joint Bookrunners or any managing agent shall have any obligations, duties or responsibilities, or shall incur any liabilities, under this Agreement or any other Loan Documentresponsibilities hereunder in its capacity as such.

The Agents. Citicorp North AmericaIn order to expedite the transactions contemplated by this Agreement, Inc. each Agent is hereby appointed to act as Administrative Agent and Collateral Agent on behalf of the Lenders. Each of the Lenders and each assignee of any such Lender the Issuing Lenders hereby irrevocably authorizes each of the Agents Administrative Agent to take such actions on its behalf of such Lender or assignee and to exercise such powers as are specifically delegated to such the Administrative Agent by the terms and provisions hereof and of the other Loan Documentshereof, together with such actions and powers as are reasonably incidental thereto. Each The Administrative Agent is hereby expressly authorized by each Secured Partythe Lenders and the Issuing Lenders, without hereby limiting any implied authority, (a) to receive on behalf of the Secured Parties Lenders all payments of principal of and interest on the Obligations, all payments Loans and the LC Disbursements and all other amounts due to the Secured Parties Lenders and Issuing Lenders hereunder, and promptly to distribute to each Secured Party Lender and Issuing Lender its proper share of each payment so received; (b) to give notice on behalf of each of the Lenders to Borrower the Borrowers of any Event of Default specified in this Agreement of which such the Administrative Agent has actual knowledge acquired in connection with its agency hereunder; and (c) to distribute to each Lender and Issuing Lender copies of all notices, financial statements and other materials delivered by any Borrower pursuant to this Agreement as received by such the Administrative Agent; (d) to enter into the Security Documents on behalf of the Secured Parties; and (e) to claim all Obligations owed to . Neither any Secured Party against Borrower in its own name for the purpose of any Security Documents. None of the Agents Agent nor any of their Related Parties its directors, officers, employees or agents shall be liable to the Lenders as such for any action taken or omitted to be taken by any of them except to the extent finally judicially determined to have resulted from for its or his or her own gross negligence or willful misconduct, or be responsible for any statement, warranty or representation herein or the contents of any document delivered in connection herewith, or be required to ascertain or to make any inquiry concerning the performance or observance by any Loan Party Borrower of any of the terms, conditions, covenants or agreements contained in any Loan Document. Without limiting the foregoing, the Lenders acknowledge that the Collateral Agent will use commercially reasonable efforts to substantially comply with the requirements of the Arizona Blind Trust Act, with respect to Mortgaged Properties located in Arizona, pursuant to advice of Arizona local counsel to Borrower. However, the Collateral Agent will in no event be liable to the Lenders for non-compliance with the Arizona Blind Trust Act or for any consequences therefromthis Agreement. The Agents shall not be responsible to the Lenders for the due execution, genuineness, validity, enforceability or effectiveness of this Agreement or any other Loan Documents or other instruments or agreements. Each The Administrative Agent shall in all cases be fully protected in acting, or refraining from acting, in accordance with written instructions signed by the Requisite Required Lenders (or, when expressly required hereby, all the Lenders) and, except as otherwise specifically provided herein, such instructions and any action or inaction pursuant thereto shall be binding on all the Lenders and the Issuing Lenders. Each The Administrative Agent shall, in the absence of actual knowledge to the contrary, be entitled to rely on any instrument or document believed by it in good faith to be genuine and correct and to have been signed or sent by the proper Person or personsPersons. None of Neither the Agents nor any of their Related Parties directors, officers, employees or agents shall have any responsibility to the Loan Parties any Borrower on account of the failure of or delay in performance or breach by any Lender or Issuing Lender of any of its obligations hereunder or to any Lender or Issuing Lender on account of the failure of or delay in performance or breach by any other Agent, any other Lender or the Loan Parties Issuing Lender or any Borrower of any of their respective obligations hereunder or under any other Loan Document or in connection herewith or therewithherewith. Each The Administrative Agent may execute any and all duties hereunder by or through any of its Related Parties agents or any sub-agent appointed by it employees and shall be entitled to rely upon the advice of legal counsel selected by it with respect to all matters arising hereunder and shall not be liable for any action taken or suffered in good faith by it in accordance with the advice of such counsel. The Lenders and the Issuing Lenders hereby acknowledge that no the Administrative Agent shall be under any no duty to take any discretionary action permitted to be taken by it pursuant to the provisions of any Loan Document this Agreement unless it shall be requested in writing to do so by the Requisite Required Lenders. Subject to the appointment and acceptance of a successor Administrative Agent as provided below, any the Administrative Agent may resign at any time by notifying the Lenders, the Issuing Banks, Lenders and the LC Facility Issuing Bank and BorrowerBorrowers. Upon any such resignation, the Requisite Required Lenders shall have the right to appoint from the Lenders a successor. If no successor shall have been so appointed by the Requisite Required Lenders and shall have accepted such appointment within 30 days after the retiring Administrative Agent gives notice of its resignation, then the retiring Administrative Agent may, on behalf of the Lenders, appoint from the Issuing Banks and the LC Facility Issuing Bank, appoint Lenders a successor Administrative Agent which shall be a bank with an office in New York, New York, having a combined capital and surplus of at least $500.0 million 500,000,000 or an Affiliate affiliate of any such bank, which successor shall be acceptable to Viacom (such acceptance not to be unreasonably withheld). Upon the acceptance of any appointment as an Administrative Agent hereunder by such a successor bank, such successor shall succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent and the retiring Administrative Agent shall be discharged from its duties and obligations hereunder. After an the Administrative Agent’s 's resignation hereunder, the provisions of this Article and Section 9.05 9.5 shall continue in effect for its benefit in respect of any actions taken or omitted to be taken by it while it was acting as an Administrative Agent. With respect to the Loans made by it them and their LC Exposure hereunder, each Agent the Agents in its their individual capacity and not as an Agent Agents shall have the same rights and powers as any other Lender and may exercise the same as though it they were not an AgentAgents, and such Agent the Agents and its Affiliates their affiliates may accept deposits from, lend money to and generally engage in any kind of business with Borrower the Borrowers or any Subsidiary of their respective Subsidiaries or other any Affiliate thereof as if it they were not an AgentAgents. Each Lender and Issuing Lender agrees (i) to reimburse the Administrative Agent in the amount of its pro rata share (based on its Total Facility Percentage or, after the date on which the Loans shall have been paid in full, based on its Total Facility Percentage immediately prior to such date) of any reasonable, out-of-pocket expenses incurred for the benefit of the Lenders or the Issuing Lenders by the Administrative Agent, including reasonable counsel fees and compensation of agents and employees paid for services rendered on behalf of the Lenders or the Issuing Lenders, which shall not have been reimbursed by or on behalf of any Borrower and (ii) to indemnify and hold harmless the Administrative Agent and any of its directors, officers, employees or agents, in the amount of such pro rata share, from and against any and all liabilities, taxes, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever which may be imposed on, incurred by or asserted against it in its capacity as Administrative Agent in any way relating to or arising out of this Agreement or any action taken or omitted by it under this Agreement, to the extent the same shall not have been reimbursed by or on behalf of Viacom; provided, that no Lender or Issuing Lender shall be liable to the Administrative Agent or any such director, officer, employee or agent for any portion of such liabilities, taxes, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements resulting from the gross negligence or willful misconduct of the Administrative Agent or any of its directors, officers, employees or agents. Each Lender and Issuing Lender acknowledges that it has, independently and without reliance upon any Agent the Agents or any other Lender or Issuing Lender and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Agreement. Each Lender and Issuing Lender also acknowledges that it will, independently and without reliance upon any Agent or any other Lender or Issuing Lender and based on such documents and information as it shall from time to time deem appropriate, continue to make its own decisions in taking or not taking action under or based upon this Agreement or any other Loan DocumentAgreement, any related agreement or any document furnished hereunder or thereunder. Notwithstanding anything to Neither the contrary in this Agreement, neither CGMI and JPMSI, as Joint Lead Arrangers, nor JPMCB as Syndication Documentation Agent, in such respective capacitiesthe Co-Syndication Agents, the Lead Arranger nor any managing agent shall have any obligations, duties or responsibilities, or shall incur any liabilities, under this Agreement or any other Loan Documentresponsibilities hereunder in its capacity as such.

The Agents. Citicorp North America(a) For convenience of administration and to expedite the transactions contemplated by this Agreement, Inc. Chemical is hereby appointed to act as Administrative Agent, FTX Collateral Agent and FCX Collateral Agent on behalf of for the LendersBanks under this Agreement and the Security Agreements and Chase is hereby appointed as the Documentary Agent for the Banks under this Agreement. Each of the Lenders and each assignee of any such Lender hereby irrevocably authorizes each None of the Agents shall have any duties or responsibilities with respect hereto except those expressly set forth herein. Each Bank, and each subsequent holder of any Promissory Note by its acceptance thereof, hereby irrevocably appoints and expressly authorizes the Agents, without hereby limiting any implied authority, to take such actions action as the Agents may deem appropriate on its behalf of such Lender or assignee and to exercise such powers under this Agreement as are specifically delegated to such Agent Person by the terms and provisions hereof and of the other Loan Documentshereof, together with such actions and powers as are reasonably incidental thereto. Each The Administrative Agent is hereby expressly authorized by each Secured Partythe Banks, without hereby limiting any implied authority, (a) to receive on behalf of the Secured Parties Banks all payments of principal of and interest on the Obligations, all payments Loans and all other amounts due to the Secured Parties Banks hereunder, and promptly to distribute to each Secured Party Bank its proper share of each payment so received; (b) to give notice on behalf of each of the Lenders Banks to the Borrower of any Event of Default specified in this Agreement of which such the Administrative Agent has actual knowledge acquired in connection with its agency hereunder; and (c) to distribute to each Lender Bank copies of all notices, financial statements and other materials delivered by the Borrower pursuant to this Agreement as received by such the Administrative Agent; . Without limiting the generality of the foregoing, the Collateral Agents are hereby expressly authorized to execute any and all documents (dincluding releases) with respect to enter into the Collateral and the rights of the secured parties with respect thereto, as contemplated by and in accordance with the provisions of this Agreement and the Security Documents Agreements. Each of the Agents may exercise any of its duties hereunder by or through their respective agents, officers or employees. In addition, each Bank hereby irrevocably authorizes and directs each Collateral Agent to enter, on behalf of each of them, into the Secured Parties; respective Intercreditor Agreement and Security Agreements as contemplated pursuant to this Agreement. (eb) to claim all Obligations owed to any Secured Party against Borrower in its own name for the purpose of any Security Documents. None of the Agents nor or any of their Related Parties respective directors, officers, agents or employees shall be liable to the Lenders as such for any action taken or omitted to be taken by any of them except to the extent finally judicially determined to have resulted from for its or his or her own gross negligence or willful wilful misconduct, or be responsible for any statement, warranty or representation herein or the contents of any document delivered in connection herewith, or be required to ascertain or to make any inquiry concerning the performance or observance by the Borrower or any Loan Party other party of any of the terms, conditions, covenants or agreements contained in any Loan Document. Without limiting the foregoing, the Lenders acknowledge that the Collateral Agent will use commercially reasonable efforts to substantially comply with the requirements of the Arizona Blind Trust Act, with respect to Mortgaged Properties located in Arizona, pursuant to advice of Arizona local counsel to Borrower. However, the Collateral Agent will in no event be liable to the Lenders for non-compliance with the Arizona Blind Trust Act or for any consequences therefrom. The Agents shall not be responsible to the Lenders Banks or the holders of the Notes for the due execution, genuineness, validity, enforceability or effectiveness of this Agreement Agreement, the Notes or any other Loan Documents or other instruments or agreements. Each The Administrative Agent may deem and treat the payee of any Promissory Note as the owner thereof for all purposes hereof until it shall in all cases be fully protected in actinghave received from the payee of such Promissory Note notice, or refraining from acting, in accordance with written instructions signed by the Requisite Lenders (or, when expressly required hereby, all the Lenders) and, except given as otherwise specifically provided herein, such instructions and any action or inaction pursuant thereto shall be binding on all the Lenders. Each Agent shall, in the absence of actual knowledge to the contrary, be entitled to rely on any instrument or document believed by it in good faith to be genuine and correct and to have been signed or sent by the proper Person or persons. None of the Agents nor any of their Related Parties shall have any responsibility to the Loan Parties on account of the failure of or delay transfer thereof in performance or breach by any Lender of any of its obligations hereunder or to any Lender on account of the failure of or delay in performance or breach by any other Lender or the Loan Parties of any of their respective obligations hereunder or under any other Loan Document or in connection herewith or therewith. Each Agent may execute any and all duties hereunder by or through any of its Related Parties or any sub-agent appointed by it and shall be entitled to rely upon the advice of legal counsel selected by it compliance with respect to all matters arising hereunder and shall not be liable for any action taken or suffered in good faith by it in accordance with the advice of such counsel. The Lenders hereby acknowledge that no Agent shall be under any duty to take any discretionary action permitted to be taken by it pursuant to the provisions of any Loan Document unless it shall be requested in writing to do so by the Requisite Lenders. Subject to the appointment and acceptance of a successor Agent as provided below, any Agent may resign at any time by notifying the Lenders, the Issuing Banks, the LC Facility Issuing Bank and Borrower. Upon any such resignation, the Requisite Lenders shall have the right to appoint a successor. If no successor shall have been so appointed by the Requisite Lenders and shall have accepted such appointment within 30 days after the retiring Agent gives notice of its resignation, then the retiring Agent may, on behalf of the Lenders, the Issuing Banks and the LC Facility Issuing Bank, appoint a successor Agent which shall be a bank with an office in New York, New York, having a combined capital and surplus of at least $500.0 million or an Affiliate of any such bank. Upon the acceptance of any appointment as an Agent hereunder by such a successor bank, such successor shall succeed to and become vested with all the rights, powers, privileges and duties of the retiring Agent and the retiring Agent shall be discharged from its duties and obligations hereunder. After an Agent’s resignation hereunder, the provisions of this Article and Section 9.05 shall continue in effect for its benefit in respect of any actions taken or omitted to be taken by it while it was acting as an Agent. With respect to the Loans made by it hereunder, each Agent in its individual capacity and not as an Agent shall have the same rights and powers as any other Lender and may exercise the same as though it were not an Agent, and such Agent and its Affiliates may accept deposits from, lend money to and generally engage in any kind of business with Borrower or any Subsidiary or other Affiliate thereof as if it were not an Agent. Each Lender acknowledges that it has, independently and without reliance upon any Agent or any other Lender and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Agreement. Each Lender also acknowledges that it will, independently and without reliance upon any Agent or any other Lender and based on such documents and information as it shall from time to time deem appropriate, continue to make its own decisions in taking or not taking action under or based upon this Agreement or any other Loan Document, any related agreement or any document furnished hereunder or thereunder. Notwithstanding anything to the contrary in this Agreement, neither CGMI and JPMSI, as Joint Lead Arrangers, nor JPMCB as Syndication Agent, in such respective capacities, shall have any obligations, duties or responsibilities, or shall incur any liabilities, under this Agreement or any other Loan Document9.

The Agents. Citicorp North America(a) For convenience of administration and to expedite the transactions contemplated by this Agreement, Inc. Chase is hereby appointed to act as Administrative Agent and FTX Collateral Agent on behalf of for the LendersBanks under this Agreement and the FTX Security Agreement and as Documentation Agent for the Banks under this Agreement. Each of the Lenders and each assignee of any such Lender hereby irrevocably authorizes each None of the Agents shall have any duties or responsibilities with respect hereto except those expressly set forth herein. Each Bank, and each subsequent holder of any Promissory Note by its acceptance thereof, hereby irrevocably appoints and expressly authorizes the Agents, without hereby limiting any implied authority, to take such actions action as the Agents may deem appropriate on its behalf of such Lender or assignee and to exercise such powers under this Agreement as are specifically delegated to such Agent Person by the terms and provisions hereof and of the other Loan Documentshereof, together with such actions and powers as are reasonably incidental thereto. Each The Administrative Agent is hereby expressly authorized by each Secured Partythe Banks, without hereby limiting any implied authority, (a) to receive on behalf of the Secured Parties Banks all payments of principal of and interest on the Obligations, all payments Loans and all other amounts due to the Secured Parties Banks hereunder, and promptly to distribute to each Secured Party Bank its proper share of each payment so received; (b) to give notice on behalf of each of the Lenders Banks to the Borrower of any Event of Default specified in this Agreement of which such the Administrative Agent has actual knowledge acquired in connection with its agency hereunder; and (c) to distribute to each Lender Bank copies of all notices, financial statements and other materials delivered by the Borrower pursuant to this Agreement as received by such the Administrative Agent; . Without limiting the generality of the foregoing, the FTX Collateral Agent is hereby expressly authorized to execute any and all documents (dincluding releases) with respect to enter into the collateral for the Loans and the rights of the secured parties with respect thereto, as contemplated by and in accordance with the provisions of this Agreement and the FTX Security Documents Agreement. Each of the Agents may exercise any of its duties hereunder by or through their respective agents, officers or employees. In addition, each Bank hereby irrevocably authorizes and directs the Administrative Agent and the FTX Collateral Agent to enter, on behalf of each of them, into the Secured Parties; respective Intercreditor Agreement and the FTX Security Agreement as contemplated pursuant to this Agreement. (eb) to claim all Obligations owed to any Secured Party against Borrower in its own name for the purpose of any Security Documents. None of the Agents nor or any of their Related Parties respective directors, officers, agents or employees shall be liable to the Lenders as such for any action taken or omitted to be taken by any of them except to the extent finally judicially determined to have resulted from for its or his or her own gross negligence or willful wilful misconduct, or be responsible for any statement, warranty or representation herein or the contents of any document delivered in connection herewith, or be required to ascertain or to make any inquiry concerning the performance or observance by the Borrower or any Loan Party other party of any of the terms, conditions, covenants or agreements contained in any Loan Document. Without limiting the foregoing, the Lenders acknowledge that the Collateral Agent will use commercially reasonable efforts to substantially comply with the requirements of the Arizona Blind Trust Act, with respect to Mortgaged Properties located in Arizona, pursuant to advice of Arizona local counsel to Borrower. However, the Collateral Agent will in no event be liable to the Lenders for non-compliance with the Arizona Blind Trust Act or for any consequences therefrom. The Agents shall not be responsible to the Lenders Banks or the holders of the Promissory Notes for the due execution, genuineness, validity, enforceability or effectiveness of this Agreement Agreement, the Promissory Notes or any other Loan Documents or other instruments or agreements. Each The Administrative Agent may deem and treat the payee of any Promissory Note as the owner thereof for all purposes hereof until it shall in all cases be fully protected in actinghave received from the payee of such Promissory Note notice, or refraining from acting, in accordance with written instructions signed by the Requisite Lenders (or, when expressly required hereby, all the Lenders) and, except given as otherwise specifically provided herein, such instructions and any action or inaction pursuant thereto shall be binding on all the Lenders. Each Agent shall, in the absence of actual knowledge to the contrary, be entitled to rely on any instrument or document believed by it in good faith to be genuine and correct and to have been signed or sent by the proper Person or persons. None of the Agents nor any of their Related Parties shall have any responsibility to the Loan Parties on account of the failure of or delay transfer thereof in performance or breach by any Lender of any of its obligations hereunder or to any Lender on account of the failure of or delay in performance or breach by any other Lender or the Loan Parties of any of their respective obligations hereunder or under any other Loan Document or in connection herewith or therewith. Each Agent may execute any and all duties hereunder by or through any of its Related Parties or any sub-agent appointed by it and shall be entitled to rely upon the advice of legal counsel selected by it compliance with respect to all matters arising hereunder and shall not be liable for any action taken or suffered in good faith by it in accordance with the advice of such counsel. The Lenders hereby acknowledge that no Agent shall be under any duty to take any discretionary action permitted to be taken by it pursuant to the provisions of any Loan Document unless it shall be requested in writing to do so by the Requisite Lenders. Subject to the appointment and acceptance of a successor Agent as provided below, any Agent may resign at any time by notifying the Lenders, the Issuing Banks, the LC Facility Issuing Bank and Borrower. Upon any such resignation, the Requisite Lenders shall have the right to appoint a successor. If no successor shall have been so appointed by the Requisite Lenders and shall have accepted such appointment within 30 days after the retiring Agent gives notice of its resignation, then the retiring Agent may, on behalf of the Lenders, the Issuing Banks and the LC Facility Issuing Bank, appoint a successor Agent which shall be a bank with an office in New York, New York, having a combined capital and surplus of at least $500.0 million or an Affiliate of any such bank. Upon the acceptance of any appointment as an Agent hereunder by such a successor bank, such successor shall succeed to and become vested with all the rights, powers, privileges and duties of the retiring Agent and the retiring Agent shall be discharged from its duties and obligations hereunder. After an Agent’s resignation hereunder, the provisions of this Article and Section 9.05 shall continue in effect for its benefit in respect of any actions taken or omitted to be taken by it while it was acting as an Agent. With respect to the Loans made by it hereunder, each Agent in its individual capacity and not as an Agent shall have the same rights and powers as any other Lender and may exercise the same as though it were not an Agent, and such Agent and its Affiliates may accept deposits from, lend money to and generally engage in any kind of business with Borrower or any Subsidiary or other Affiliate thereof as if it were not an Agent. Each Lender acknowledges that it has, independently and without reliance upon any Agent or any other Lender and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Agreement. Each Lender also acknowledges that it will, independently and without reliance upon any Agent or any other Lender and based on such documents and information as it shall from time to time deem appropriate, continue to make its own decisions in taking or not taking action under or based upon this Agreement or any other Loan Document, any related agreement or any document furnished hereunder or thereunder. Notwithstanding anything to the contrary in this Agreement, neither CGMI and JPMSI, as Joint Lead Arrangers, nor JPMCB as Syndication Agent, in such respective capacities, shall have any obligations, duties or responsibilities, or shall incur any liabilities, under this Agreement or any other Loan Document9.

The Agents. Citicorp North AmericaIn order to expedite the transactions contemplated by this Agreement, Inc. each Agent is hereby appointed to act as Administrative Agent and Collateral Agent on behalf of the Lenders. Each of the Lenders and each assignee of any such Lender the Issuing Lenders hereby irrevocably authorizes each of the Agents Administrative Agent to take such actions on its behalf of such Lender or assignee and to exercise such powers as are specifically delegated to such the Administrative Agent by the terms and provisions hereof and of the other Loan Documentshereof, together with such actions and powers as are reasonably incidental thereto. Each The Administrative Agent is hereby expressly authorized by each Secured Partythe Lenders and the Issuing Lenders, without hereby limiting any implied authority, (a) to receive on behalf of the Secured Parties Lenders all payments of principal of and interest on the Obligations, all payments Loans and the LC Disbursements and all other amounts due to the Secured Parties Lenders and Issuing Lenders hereunder, and promptly to distribute to each Secured Party Lender and Issuing Lender its proper share of each payment so received; (b) to give notice on behalf of each of the Lenders to Borrower the Borrowers of any Event of Default specified in this Agreement of which such the Administrative Agent has actual knowledge acquired in connection with its agency hereunder; and (c) to distribute to each Lender and Issuing Lender copies of all notices, financial statements and other materials delivered by any Borrower pursuant to this Agreement as received by such the Administrative Agent; (d) to enter into the Security Documents on behalf of the Secured Parties; and (e) to claim all Obligations owed to . Neither any Secured Party against Borrower in its own name for the purpose of any Security Documents. None of the Agents Agent nor any of their Related Parties its directors, officers, employees or agents shall be liable to the Lenders as such for any action taken or omitted to be taken by any of them except to the extent finally judicially determined to have resulted from for its or his or her own gross negligence or willful wilful misconduct, or be responsible for any statement, warranty or representation herein or the contents of any document delivered in connection herewith, or be required to ascertain or to make any inquiry concerning the performance or observance by any Loan Party Borrower of any of the terms, conditions, covenants or agreements contained in any Loan Document. Without limiting the foregoing, the Lenders acknowledge that the Collateral Agent will use commercially reasonable efforts to substantially comply with the requirements of the Arizona Blind Trust Act, with respect to Mortgaged Properties located in Arizona, pursuant to advice of Arizona local counsel to Borrower. However, the Collateral Agent will in no event be liable to the Lenders for non-compliance with the Arizona Blind Trust Act or for any consequences therefromthis Agreement. The Agents shall not be responsible to the Lenders for the due execution, genuineness, validity, enforceability or effectiveness of this Agreement or any other Loan Documents or other instruments or agreements. Each The Administrative Agent shall in all cases be fully protected in acting, or refraining from acting, in accordance with written instructions signed by the Requisite Required Lenders (or, when expressly required hereby, all the Lenders) and, except as otherwise specifically provided herein, such instructions and any action or inaction pursuant thereto shall be binding on all the Lenders and the Issuing Lenders. Each The Administrative Agent shall, in the absence of actual knowledge to the contrary, be entitled to rely on any instrument or document believed by it in good faith to be genuine and correct and to have been signed or sent by the proper Person or personsPersons. None of Neither the Agents nor any of their Related Parties directors, officers, employees or agents shall have any responsibility to the Loan Parties any Borrower on account of the failure of or delay in performance or breach by any Lender or Issuing Lender of any of its obligations hereunder or to any Lender or Issuing Lender on account of the failure of or delay in performance or breach by any other Agent, any other Lender or the Loan Parties Issuing Lender or any Borrower of any of their respective obligations hereunder or under any other Loan Document or in connection herewith or therewithherewith. Each The Administrative Agent may execute any and all duties hereunder by or through any of its Related Parties agents or any sub-agent appointed by it employees and shall be entitled to rely upon the advice of legal counsel selected by it with respect to all matters arising hereunder and shall not be liable for any action taken or suffered in good faith by it in accordance with the advice of such counsel. The Lenders and the Issuing Lenders hereby acknowledge that no the Administrative Agent shall be under any no duty to take any discretionary action permitted to be taken by it pursuant to the provisions of any Loan Document this Agreement unless it shall be requested in writing to do so by the Requisite Required Lenders. Subject to the appointment and acceptance of a successor Agent as provided below, any Agent may resign at any time by notifying the Lenders, the Issuing Banks, the LC Facility Issuing Bank and Borrower. Upon any such resignation, the Requisite Lenders shall have the right to appoint a successor. If no successor shall have been so appointed by the Requisite Lenders and shall have accepted such appointment within 30 days after the retiring Agent gives notice of its resignation, then the retiring Agent may, on behalf of the Lenders, the Issuing Banks and the LC Facility Issuing Bank, appoint a successor Agent which shall be a bank with an office in New York, New York, having a combined capital and surplus of at least $500.0 million or an Affiliate of any such bank. Upon the acceptance of any appointment as an Agent hereunder by such a successor bank, such successor shall succeed to and become vested with all the rights, powers, privileges and duties of the retiring Agent and the retiring Agent shall be discharged from its duties and obligations hereunder. After an Agent’s resignation hereunder, the provisions of this Article and Section 9.05 shall continue in effect for its benefit in respect of any actions taken or omitted to be taken by it while it was acting as an Agent. With respect to the Loans made by it hereunder, each Agent in its individual capacity and not as an Agent shall have the same rights and powers as any other Lender and may exercise the same as though it were not an Agent, and such Agent and its Affiliates may accept deposits from, lend money to and generally engage in any kind of business with Borrower or any Subsidiary or other Affiliate thereof as if it were not an Agent. Each Lender acknowledges that it has, independently and without reliance upon any Agent or any other Lender and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Agreement. Each Lender also acknowledges that it will, independently and without reliance upon any Agent or any other Lender and based on such documents and information as it shall from time to time deem appropriate, continue to make its own decisions in taking or not taking action under or based upon this Agreement or any other Loan Document, any related agreement or any document furnished hereunder or thereunder. Notwithstanding anything to the contrary in this Agreement, neither CGMI and JPMSI, as Joint Lead Arrangers, nor JPMCB as Syndication Agent, in such respective capacities, shall have any obligations, duties or responsibilities, or shall incur any liabilities, under this Agreement or any other Loan Document.

The Agents. Citicorp North AmericaIn order to expedite the transactions contemplated by this Agreement and the other Loan Documents, Inc. Bank of America is hereby appointed to act as Administrative Agent and Collateral Agent on behalf of the Lenders. Each of the Lenders and each assignee of any such Lender hereby irrevocably authorizes each of the Agents Administrative Agent to take such actions on behalf of such Lender or assignee and to exercise such powers as are specifically delegated to such the Administrative Agent by the terms and provisions hereof and of the other Loan Documents, together with such actions and powers as are reasonably incidental thereto. Each The Administrative Agent is hereby expressly authorized by each Secured Partythe Lenders, without hereby limiting any implied authority, and by the Borrower with respect to clause (c) below, (a) to receive on behalf of the Secured Parties Lenders all payments of principal of and interest on the Obligations, all payments Loans and all other amounts due to the Secured Parties Lenders hereunder, and promptly to distribute to each Secured Party Lender its proper share of each payment so received; (b) to give notice on behalf of each of the Lenders to the Borrower of any Default or Event of Default specified in this Agreement of which such the Administrative Agent has actual knowledge acquired in connection with its agency hereunder; and (c) to distribute to each Lender copies of all notices, financial statements and other materials delivered by Borrower any Loan Party pursuant to this Agreement or the other Loan Documents as received by such the Administrative Agent; (d) . In order to enter into expedite the Security Documents on behalf of transactions contemplated by this Agreement and the Secured Parties; and (e) to claim all Obligations owed to any Secured Party against Borrower in its own name for other Loan Documents, effective automatically upon the purpose occurrence of any Security Documents. None Collateral and Guarantee Trigger Event, Bank of America is hereby appointed to act as Collateral Agent hereunder and under the Agents nor other Loan Documents for purposes of acquiring, holding and enforcing any of their Related Parties shall be liable to the Lenders as such for any action taken or omitted to be taken and all Liens on Collateral granted by any of them except the Loan Parties to the extent finally judicially determined to have resulted from its or his or her own gross negligence or willful misconduct, or be responsible for any statement, warranty or representation herein or the contents of any document delivered in connection herewith, or be required to ascertain or to make any inquiry concerning the performance or observance by any Loan Party of secure any of the termsObligations, conditionsany “Obligations” under and as defined in the Revolving Credit Agreement and any applicable Senior Notes Indenture Secured Obligations, covenants together with such powers and discretion as are reasonably incidental thereto. In connection therewith, the Collateral Agent and any co-agents, sub-agents and attorneys-in-fact appointed by the Collateral Agent pursuant to this Article for purposes of holding or agreements contained enforcing any Lien on the Collateral (or any portion thereof) granted under the Collateral Documents, or for exercising any rights and remedies thereunder at the direction of the Collateral Agent, shall be entitled to the benefits of all provisions of this Article and Article X (as though such co-agents, sub-agents and attorneys-in-fact were the Collateral Agent under the Loan Documents) as if set forth in any Loan Documentfull herein with respect thereto and all references to the Administrative Agent in this Article shall, where applicable, be read as including a reference to the Collateral Agent. Without limiting the generality of the foregoing, the Lenders acknowledge that expressly authorize the Collateral Agent will use commercially reasonable efforts to substantially comply with the requirements of the Arizona Blind Trust Act, execute any and all documents (including releases) with respect to Mortgaged Properties located the Collateral and the rights of the Lenders with respect thereto, as contemplated by and in Arizona, pursuant to advice accordance with the provisions of Arizona local counsel to Borrower. However, this Agreement and the Collateral Documents and acknowledge and agree that any such action by the Collateral Agent will in no event be liable to the Lenders for non-compliance with the Arizona Blind Trust Act or for any consequences therefrom. The Agents shall not be responsible to the Lenders for the due execution, genuineness, validity, enforceability or effectiveness of this Agreement or any other Loan Documents or other instruments or agreements. Each Agent shall in all cases be fully protected in acting, or refraining from acting, in accordance with written instructions signed by the Requisite Lenders (or, when expressly required hereby, all the Lenders) and, except as otherwise specifically provided herein, such instructions and any action or inaction pursuant thereto shall be binding on all bind the Lenders. Each Agent shall, in the absence of actual knowledge to the contrary, be entitled to rely on any instrument or document believed by it in good faith to be genuine and correct and to have been signed or sent by the proper Person or persons. None of the Agents nor any Lenders and each assignee of their Related Parties shall have any responsibility to the Loan Parties on account of the failure of or delay in performance or breach by any Lender of any of its obligations hereunder or to any Lender on account of hereby irrevocably authorizes the failure of or delay in performance or breach by any other Lender or the Loan Parties of any of their respective obligations hereunder or under any other Loan Document or in connection herewith or therewith. Each Collateral Agent may execute any and all duties hereunder by or through any of its Related Parties or any sub-agent appointed by it and shall be entitled to rely upon the advice of legal counsel selected by it with respect to all matters arising hereunder and shall not be liable for any action taken or suffered in good faith by it in accordance with the advice of such counsel. The Lenders hereby acknowledge that no Agent shall be under any duty to take any discretionary action permitted to be taken by it pursuant to the provisions of any Loan Document unless it shall be requested in writing to do so by the Requisite Lenders. Subject to the appointment and acceptance of a successor Agent as provided below, any Agent may resign at any time by notifying the Lenders, the Issuing Banks, the LC Facility Issuing Bank and Borrower. Upon any such resignation, the Requisite Lenders shall have the right to appoint a successor. If no successor shall have been so appointed by the Requisite Lenders and shall have accepted such appointment within 30 days after the retiring Agent gives notice of its resignation, then the retiring Agent may, actions on behalf of such Lender or assignee and to exercise such powers as are delegated to the Lenders, Collateral Agent by the Issuing Banks and the LC Facility Issuing Bank, appoint a successor Agent which shall be a bank with an office in New York, New York, having a combined capital and surplus of at least $500.0 million or an Affiliate of any such bank. Upon the acceptance of any appointment as an Agent hereunder by such a successor bank, such successor shall succeed to and become vested with all the rights, powers, privileges and duties terms of the retiring Agent Loan Documents, together with such actions and the retiring Agent shall be discharged from its duties and obligations hereunder. After an Agent’s resignation hereunder, the provisions of this Article and Section 9.05 shall continue in effect for its benefit in respect of any actions taken or omitted to be taken by it while it was acting powers as an Agentare reasonably incidental thereto. With respect to the Loans made by it hereunder, each the Person serving as the Administrative Agent and/or the Collateral Agent in its individual capacity and not as an Administrative Agent and/or Collateral Agent shall have the same rights and powers as any other Lender and may exercise the same as though it were not an the Administrative Agent and/or the Collateral Agent, and such Agent Person and its Affiliates may accept deposits from, lend money to and generally engage in any kind of business with the Borrower or any Subsidiary of its Subsidiaries or other Affiliate Affiliates thereof as if it were not the Administrative Agent and/or the Collateral Agent. The Agents shall not have any duties or obligations except those expressly set forth in the Loan Documents. Without limiting the generality of the foregoing: (a) the Agents shall not be subject to any fiduciary or other implied duties, regardless of whether a Default has occurred and is continuing; (b) the Agents shall not have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights and powers expressly contemplated by the Loan Documents that the Administrative Agent or the Collateral Agent, as the case may be, is required to exercise upon receipt of notice in writing by the Required Lenders (or such other number or percentage of the Lenders as shall be necessary under the circumstances as provided in Section 10.02); provided, that, no Agent shall be required to take any action that, in its reasonable opinion or the reasonable opinion of its counsel, may expose such Agent to liability or that is contrary to any Loan Document or applicable law, including for the avoidance of doubt any action that may be in violation of the automatic stay under any debtor relief law; and (c) except as expressly set forth in the Loan Documents, the Agents shall not have any duty to disclose, or be liable for the failure to disclose, any information relating to the Borrower or any of its Subsidiaries that is communicated to or obtained by the institution serving as Administrative Agent or Collateral Agent or any of their respective Affiliates in any capacity. No Agent shall be liable for any action taken or not taken by it with the consent or at the request of the Required Lenders (or such other number or percentage of the Lenders as shall be necessary under the circumstances as provided in Section 10.02) or in the absence of its own gross negligence or willful misconduct. No Agent shall be deemed to have knowledge of any Default unless and until written notice thereof is given to it by the Borrower (in which case the applicable Agent shall give written notice to each Lender), and no Agent shall be responsible for or have any duty to ascertain or inquire into (i) any statement, warranty or representation made in or in connection with any Loan Document, (ii) the contents of any certificate, report or other document delivered hereunder or thereunder or in connection herewith or therewith, (iii) the performance or observance of any of the covenants, agreements or other terms or conditions set forth herein or therein, (iv) the validity, enforceability, effectiveness or genuineness of any Loan Document or any other agreement, instrument or document, or (v) the satisfaction of any condition set forth in Article IV or elsewhere in any Loan Document, other than to confirm receipt of items expressly required to be delivered to the Administrative Agent and/or the Collateral Agent, as the case may be. Each Agent shall be entitled to rely upon, and shall not incur any liability for relying upon, any notice, request, certificate, consent, statement, instrument, document or other writing believed by it to be genuine and to have been signed or sent by the proper Person. Each Agent also may rely upon any statement made to it orally or by telephone and believed by it to be made by the proper Person, and shall not incur any liability for relying thereon. Each Agent may consult with legal counsel (who may be counsel for the Borrower), independent accountants and other experts selected by it, and shall not be liable for any action taken or not taken by it in accordance with the advice of any such counsel, accountants or experts. Each Agent may perform any and all its duties and exercise its rights and powers by or through any one or more sub-agents appointed by such Agent. Each Agent and any such sub-agent may perform any and all its duties and exercise its rights and powers through their respective Related Parties. The exculpatory provisions of the preceding paragraphs shall apply to any such sub-agent and to the Related Parties of the Agents and any such sub-agent, and shall apply to their respective activities in connection with the syndication of the credit facilities provided for herein as well as activities as an Agent. Neither the Administrative Agent nor the Collateral Agent shall be responsible for the negligence or misconduct of any sub-agents except to the extent that a court of competent jurisdiction determines in a final and non-appealable judgment that such Agent acted with gross negligence or willful misconduct in the selection of such sub-agents. Subject to the conditions set forth herein, any Agent may resign at any time by notifying the Lenders and the Borrower. Upon any such resignation, the Required Lenders shall have the right, with the consent of the Borrower (not to be unreasonably withheld and except during the continuance of an Event of Default hereunder, when no consent shall be required), to appoint a successor. If no successor to a retiring Agent shall have been so appointed by the Required Lenders and shall have accepted such appointment within thirty (30) days after the retiring Agent gives notice of its resignation (for purposes of this paragraph, the “Resignation Effective Date”), then the retiring Agent may, on behalf of the Lenders, appoint a successor Agent which shall be a bank with an office in New York, New York, or an Affiliate of any such bank; provided, that, whether or not a successor shall have been appointed, the Agent’s resignation shall become effective in accordance with such notice on the Resignation Effective Date. Upon the acceptance of its appointment as Administrative Agent or Collateral Agent hereunder by a successor and, during the Collateral and Guarantee Period with respect to the Collateral Agent, upon the execution and filing or recording of such financing statements, or amendments thereto, and such other instruments or notices, as may be necessary or desirable in order to continue the perfection of the Liens granted or purported to be granted by the Collateral Documents, the Administrative Agent or Collateral Agent, as applicable, shall thereupon succeed to and become vested with all the rights, powers, discretion, privileges, and duties of the retiring Administrative Agent or Collateral Agent and such retiring Agent shall be discharged from its duties and obligations hereunder. After any Agent’s resignation hereunder, the provisions of this Article and Section 10.03 shall continue in effect for the benefit of such retiring Agent, its sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while it was acting as an Agent. Each Lender agrees (a) to reimburse each Agent, on demand, in the amount of its pro rata share (based on the amount of its Loans and available Commitments hereunder) of any expenses incurred for the benefit of the Lenders by such Agent, including counsel fees and compensation of agents and employees paid for services rendered on behalf of the Lenders, that shall not have been reimbursed by the Borrower and (b) to indemnify and hold harmless the Agents and their respective Related Parties, on demand, in the amount of such pro rata share, from and against any and all liabilities, Taxes, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever that may be imposed on, incurred by or asserted against it in its capacity as an Agent or any of them in any way relating to or arising out of this Agreement or any other Loan Document or action taken or omitted by it or any of them under this Agreement or any other Loan Document, to the extent the same shall not have been reimbursed by the Borrower; provided, that, no Lender shall be liable to any Agent or any such other indemnified Person for any portion of such liabilities, Taxes, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements that are determined to have resulted from the gross negligence or willful misconduct of such Agent, any of its Related Parties or any of their respective directors, officers, employees or agents. Each Lender acknowledges that it has, independently and without reliance upon any Agent Agent, the Arrangers or any other Lender and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Agreement. Each Lender also acknowledges that it will, independently and without reliance upon any Agent Agent, the Arrangers or any other Lender and based on such documents and information as it shall from time to time deem appropriate, continue to make its own decisions in taking or not taking action under or based upon this Agreement or Agreement, any other Loan Document, any Document or related agreement or any document furnished hereunder or thereunder. Notwithstanding anything Each Lender represents and warrants that (i) the Loan Documents set forth the terms of a commercial lending facility and (ii) it is engaged in making, acquiring or holding commercial loans in the ordinary course and is entering into this Agreement as a Lender for the purpose of making, acquiring or holding commercial loans and providing other facilities set forth herein as may be applicable to such Lender, and not for the contrary purpose of purchasing, acquiring or holding any other type of financial instrument, and each Lender agrees not to assert a claim in this Agreementcontravention of the foregoing. Each Lender represents and warrants that it is sophisticated with respect to decisions to make, neither CGMI acquire and/or hold commercial loans and JPMSIto provide other facilities set forth herein, as Joint Lead Arrangersmay be applicable to such Lender, nor JPMCB and either it, or the Person exercising discretion in making its decision to make, acquire and/or hold such commercial loans or to provide such other facilities, is experienced in making, acquiring or holding such commercial loans or providing such other facilities. None of the Lenders identified on the facing page or signature pages of this Agreement or elsewhere herein as Syndication Agenta “lead arranger”, in such respective capacities, “bookrunner” or “syndication agent” shall have any obligationsright, duties power, obligation, liability, responsibility or responsibilities, or shall incur any liabilities, duty under this Agreement other than those applicable to all Lenders as such. In case of the pendency of any receivership, insolvency, liquidation, bankruptcy, reorganization, arrangement, adjustment, composition or other judicial proceeding relative to any Loan Party, the Administrative Agent (irrespective of whether the principal of any Loan shall then be due and payable as herein expressed or by declaration or otherwise and irrespective of whether the Administrative Agent shall have made any demand on the Borrower) shall be entitled and empowered, by intervention in such proceeding or otherwise: (a) to file and prove a claim for the whole amount of the principal and interest owing and unpaid by the Loan Parties in respect of the Loans and all other Obligations that are owing and unpaid and to file such other documents as may be necessary or advisable in order to have the claims of the Lenders and the Administrative Agent (including any claim for the reasonable compensation, expenses, disbursements and advances of the Lenders and the Administrative Agent and its agents and counsel and all other amounts due the Lenders and the Administrative Agent) against the Loan Parties allowed in such judicial proceeding; and (b) to collect and receive any monies or other property payable or deliverable on any such claims and to distribute the same; and any custodian, receiver, assignee, trustee, liquidator, sequestrator or other similar official in any such judicial proceeding is hereby authorized by each Lender to make such payments to the Administrative Agent and, in the event that the Administrative Agent shall consent to the making of such payments directly to the Lenders, to pay to the Administrative Agent any amount due for the reasonable compensation, expenses, disbursements and advances of the Administrative Agent and its agents and counsel, and any other Loan Document.amounts due the Administrative Agent hereunder. No

The Agents. Citicorp North AmericaIn order to expedite the transactions contemplated by this Agreement, Inc. is the Persons named in the heading of this Agreement are hereby appointed to act as Administrative Agent, London Agent and Collateral Tokyo Agent on behalf of the LendersLenders and the Issuing Bank. Each of the Lenders and Lenders, each assignee of any such Lender and the Issuing Bank hereby irrevocably authorizes each of the Agents to take such actions on behalf of such Lender or assignee or the Issuing Bank and to exercise such powers as are specifically delegated to such Agent the Agents by the terms and provisions hereof and of the other Loan Documents, together with such actions and powers as are reasonably incidental thereto. Each The Administrative Agent is and, to the extent expressly provided herein, the other Agents are hereby expressly authorized by each Secured Partythe Lenders and the Issuing Bank, without hereby limiting any implied authority, (a) to receive on behalf of the Secured Parties Lenders and the Issuing Bank all payments of principal of and interest on the Obligations, all payments Loans and all other amounts due to the Secured Parties Lenders hereunder, and promptly to distribute to each Secured Party Lender or the Issuing Bank its proper share of each payment so received; (b) to give notice on behalf of each of the Lenders to Borrower the Company of any Event of Default specified in this Agreement of which such the Administrative Agent has actual knowledge acquired in connection with its agency hereunder; and (c) to distribute to each Lender copies of all notices, financial statements and other materials delivered by Borrower the Company or any other Loan Party pursuant to this Agreement or the other Loan Documents as received by such the Administrative Agent; (d) to enter into . Without limiting the Security Documents on behalf generality of the Secured Parties; foregoing, the Administrative Agent is hereby expressly authorized to release any Subsidiary Guarantor from its obligations under the Subsidiary Guarantee Agreement in the event that all the capital stock of such Guarantor shall be sold, transferred or otherwise disposed of to a Person other than the Company or an Affiliate of the Company in a transaction permitted by Section 6.04. With respect to the Loans made by it hereunder, each Agent in its individual capacity and not as Agent shall have the same rights and powers as any other Lender and may exercise the same as though it were not an Agent, and the Agents and their Affiliates may accept deposits from, lend money to and generally engage in any kind of business with the Company or any Subsidiary or other Affiliate thereof as if it were not an Agent. The Agents shall not have any duties or obligations except those expressly set forth in the Loan Documents. Without limiting the generality of the foregoing, (a) no Agent shall be subject to any fiduciary or other implied duties, regardless of whether a Default has occurred and is continuing, (b) no Agent shall have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights and powers expressly contemplated by the Loan Documents that such Agent is required to exercise upon receipt of notice in writing by the Required Lenders (or such other number or percentage of the Lenders as shall be necessary under the circumstances as provided in Section 11.02), and (ec) except as expressly set forth in the Loan Documents, no Agent shall have any duty to claim all Obligations owed to any Secured Party against Borrower in its own name for the purpose of any Security Documents. None of the Agents nor any of their Related Parties disclose, and no Agent shall be liable for the failure to disclose, any information relating to the Lenders Company or any of its Subsidiaries that is communicated to or obtained by the institution serving as such Agent or any of its Affiliates in any capacity. No Agent shall be liable for any action taken or omitted to be not taken by any it with the consent or at the request of them except to the extent finally judicially determined to have resulted from Required Lenders (or such other number or percentage of the Lenders as shall be necessary under the circumstances as provided in Section 11.02) or in the absence of its or his or her own gross negligence or willful wilful misconduct. No Agent shall be deemed to have knowledge of any Default unless and until written notice thereof is given to such Agent by a Borrower (in which case such Agent shall give written notice to each other Lender), or and no Agent shall be responsible for or have any duty to ascertain or inquire into (i) any statement, warranty or representation herein made in or in connection with any Loan Document, (ii) the contents of any certificate, report or other document delivered hereunder or thereunder or in connection herewithherewith or therewith, or be required to ascertain or to make any inquiry concerning (iii) the performance or observance by any Loan Party of any of the termscovenants, conditionsagreements or other terms or conditions set forth herein or therein, covenants (iv) the validity, enforceability, effectiveness or agreements contained genuineness of any Loan Document or any other agreement, instrument or document, or (v) the satisfaction of any condition set forth in Article IV or elsewhere in any Loan Document. Without limiting the foregoing, the Lenders acknowledge that the Collateral Agent will use commercially reasonable efforts other than to substantially comply with the requirements confirm receipt of the Arizona Blind Trust Act, with respect items expressly required to Mortgaged Properties located in Arizona, pursuant be delivered to advice of Arizona local counsel to Borrower. However, the Collateral Agent will in no event be liable to the Lenders for non-compliance with the Arizona Blind Trust Act or for any consequences therefrom. The Agents shall not be responsible to the Lenders for the due execution, genuineness, validity, enforceability or effectiveness of this Agreement or any other Loan Documents or other instruments or agreementssuch Agent. Each Agent shall in all cases be fully protected in acting, or refraining from acting, in accordance with written instructions signed by the Requisite Lenders (or, when expressly required hereby, all the Lenders) and, except as otherwise specifically provided herein, such instructions and any action or inaction pursuant thereto shall be binding on all the Lenders. Each Agent shall, in the absence of actual knowledge to the contrary, be entitled to rely on upon, and shall not incur any instrument liability for relying upon, any notice, request, certificate, consent, statement, instrument, document or document other writing believed by it in good faith to be genuine and correct and to have been signed or sent by the proper Person Person. Each Agent also may rely upon any statement made to it orally or persons. None of by telephone and believed by it to be made by the Agents nor proper Person, and shall not incur any of their Related Parties shall have any responsibility to the Loan Parties on account of the failure of or delay in performance or breach by any Lender of any of its obligations hereunder or to any Lender on account of the failure of or delay in performance or breach by any other Lender or the Loan Parties of any of their respective obligations hereunder or under any other Loan Document or in connection herewith or therewithliability for relying thereon. Each Agent may execute any and all duties hereunder by or through any of its Related Parties or any sub-agent appointed by it and shall be entitled to rely upon the advice of consult with legal counsel (who may be counsel for any Borrower), independent accountants and other experts selected by it with respect to all matters arising hereunder it, and shall not be liable for any action taken or suffered in good faith not taken by it in accordance with the advice of any such counsel, accountants or experts. Each Agent may perform any and all its duties and exercise its rights and powers by or through any one or more sub-agents appointed by such Agent. Each Agent and any such sub-agent may perform any and all its duties and exercise its rights and powers through their respective Related Parties. The Lenders hereby acknowledge that no Agent exculpatory provisions of the preceding paragraphs shall be under apply to any duty to take any discretionary action permitted to be taken by it pursuant such sub-agent and to the provisions Related Parties of each Agent and any Loan Document unless it such sub-agent, and shall be requested apply to their respective activities in writing to do so by connection with the Requisite Lenderssyndication of the credit facilities provided for herein as well as activities as Agent. Subject to the appointment and acceptance of a successor Agent as provided belowin this paragraph, any Agent may resign at any time by notifying the Lenders, the Issuing Banks, the LC Facility Issuing Bank and Borrowerthe Company. Upon any such resignation, the Requisite Required Lenders shall have the right right, in consultation with the Company, to appoint a successor. If no successor shall have been so appointed by the Requisite Required Lenders and shall have accepted such appointment within 30 days after the retiring Agent gives notice of its resignation, then the retiring Agent may, on behalf of the Lenders, the Issuing Banks Lenders and the LC Facility Issuing Bank, appoint a successor Agent which shall be a bank with an office in New York, New York, having a combined capital and surplus of at least $500.0 million or an Affiliate of any such bank. Upon the acceptance of any its appointment as an Agent hereunder by such a successor banksuccessor, such successor shall succeed to and become vested with all the rights, powers, privileges and duties of the retiring Agent Agent, and the retiring Agent shall be discharged from its duties and obligations hereunder. After an the Agent’s resignation hereunder, the provisions of this Article and Section 9.05 11.03 shall continue in effect for the benefit of such retiring Agent, its benefit sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by it any of them while it was acting as an Agent. With respect to the Loans made by it hereunder, each Agent in its individual capacity and not as an Agent shall have the same rights and powers as any other Lender and may exercise the same as though it were not an Agent, and such Agent and its Affiliates may accept deposits from, lend money to and generally engage in any kind of business with Borrower or any Subsidiary or other Affiliate thereof as if it were not an Agent. Each Lender acknowledges that it has, independently and without reliance upon any Agent the Agents or any other Lender and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Agreement. Each Lender also acknowledges that it will, independently and without reliance upon any Agent the Agents or any other Lender and based on such documents and information as it shall from time to time deem appropriate, continue to make its own decisions in taking or not taking action under or based upon this Agreement or Agreement, any other Loan Document, any Document or related agreement or any document furnished hereunder or thereunder. Notwithstanding anything to Each Lender hereby acknowledges that the contrary in this Agreement, neither CGMI Syndication Agent and JPMSI, as Joint Lead Arrangers, nor JPMCB as Syndication Agent, in such respective capacities, shall have any obligationseach Documentation Agent has no rights, duties or responsibilities, or shall incur any liabilities, under this Agreement or any liability hereunder other Loan Documentthan in its capacity as a Lender.

The Agents. Citicorp North AmericaIn order to expedite the transactions contemplated by this Agreement, Inc. Credit Suisse First Boston is hereby appointed to act as Administrative Agent and Collateral Agent on behalf of the LendersLenders and the Issuing Bank (for purposes of this Article VIII, the Administrative Agent and the Collateral Agent are referred to collectively as the "Agents"). Each of the Lenders and each assignee of any such Lender hereby irrevocably authorizes each of the Agents to take such actions on behalf of such Lender or assignee or the Issuing Bank and to exercise such powers as are specifically delegated to such Agent the Agents by the terms and provisions hereof and of the other Loan Documents, together with such actions and powers as are reasonably incidental thereto. Each The Administrative Agent is hereby expressly authorized by each Secured Partythe Lenders and the Issuing Bank, without hereby limiting any implied authority, (a) to receive on behalf of the Secured Parties Lenders and the Issuing Bank all payments of principal of and interest on the ObligationsLoans, all payments in respect of L/C Disbursements and all other amounts due to the Secured Parties Lenders hereunder, and promptly to distribute to each Secured Party Lender or the Issuing Bank its proper share of each payment so received; (b) to give notice on behalf of each of the Lenders to the Borrower of any Event of Default specified in this Agreement of which such the Administrative Agent has actual knowledge acquired in connection with its agency hereunder; and (c) to distribute to each Lender copies of all notices, financial statements and other materials delivered by Holdings, the Borrower or any other Loan Party pursuant to this Agreement or the other Loan Documents as received by such the Administrative Agent; . Without limiting the generality of the foregoing, the Agents are hereby expressly authorized to execute any and all documents (dincluding releases) with respect to enter into the Security Documents on behalf Collateral and the rights of the Secured Parties; Parties with respect thereto, as contemplated by and (e) to claim all Obligations owed to any Secured Party against Borrower in its own name for accordance with the purpose provisions of any this Agreement and the Security Documents. None of Neither the Agents nor any of their Related Parties respective directors, officers, employees or agents shall be liable to the Lenders as such for any action taken or omitted to be taken by any of them except to the extent finally judicially determined to have resulted from for its or his or her own gross negligence or willful wilful misconduct, or be responsible for any statement, warranty or representation herein or the contents of any document delivered in connection herewith, or be required to ascertain or to make any inquiry concerning the performance or observance by the Borrower or any other Loan Party of any of the terms, conditions, covenants or agreements contained in any Loan Document. Without limiting the foregoing, the Lenders acknowledge that the Collateral Agent will use commercially reasonable efforts to substantially comply with the requirements of the Arizona Blind Trust Act, with respect to Mortgaged Properties located in Arizona, pursuant to advice of Arizona local counsel to Borrower. However, the Collateral Agent will in no event be liable to the Lenders for non-compliance with the Arizona Blind Trust Act or for any consequences therefrom. The Agents shall not be responsible to the Lenders for the due execution, genuineness, validity, enforceability or effectiveness of this Agreement or any other Loan Documents or other Documents, instruments or agreements. Each Agent The Agents shall in all cases be fully protected in acting, or refraining from acting, in accordance with written instructions signed by the Requisite Required Lenders (or, when expressly required hereby, all the Lenders) and, except as otherwise specifically provided herein, such instructions and any action or inaction pursuant thereto shall be binding on all the Lenders. Each Agent shall, in the absence of actual knowledge to the contrary, be entitled to rely on any instrument or document believed by it in good faith to be genuine and correct and to have been signed or sent by the proper Person person or persons. None of Neither the Agents nor any of their Related Parties respective directors, officers, employees or agents shall have any responsibility to Holdings, the Borrower or any other Loan Parties Party on account of the failure of or delay in performance or breach by any Lender or the Issuing Bank of any of its obligations hereunder or to any Lender or the Issuing Bank on account of the failure of or delay in performance or breach by any other Lender or the Issuing Bank or Holdings, the Borrower or any other Loan Parties Party of any of their respective obligations hereunder or under any other Loan Document or in connection herewith or therewith. Each Agent of the Agents may execute any and all duties hereunder by or through any of its Related Parties agents or any sub-agent appointed by it employees and shall be entitled to rely upon the advice of legal counsel selected by it with respect to all matters arising hereunder and shall not be liable for any action taken or suffered in good faith by it in accordance with the advice of such counsel. The Lenders hereby acknowledge that no neither Agent shall be under any duty to take any discretionary action permitted to be taken by it pursuant to the provisions of any Loan Document this Agreement unless it shall be requested in writing to do so by the Requisite Required Lenders. Subject to the appointment and acceptance of a successor Agent as provided below, any either Agent may resign at any time by notifying the Lenders, Lenders and the Issuing Banks, the LC Facility Issuing Bank and Borrower. Upon any such resignation, the Requisite Required Lenders shall have the right to appoint a successor. If no successor shall have been so appointed by the Requisite Required Lenders and shall have accepted such appointment within 30 days after the retiring Agent gives notice of its resignation, then the retiring Agent may, on behalf of the Lenders, the Issuing Banks and the LC Facility Issuing Bank, appoint a successor Agent which shall be a bank with an office in New York, New York, having a combined capital and surplus of at least $500.0 million 500,000,000 or an Affiliate of any such bank. Upon the acceptance of any appointment as an Agent hereunder by such a successor bank, such successor shall succeed to and become vested with all the rights, powers, privileges and duties of the retiring Agent and the retiring Agent shall be discharged from its duties and obligations hereunder. After an the Agent’s 's resignation hereunder, the provisions of this Article and Section 9.05 10.05 shall continue in effect for its benefit in respect of any actions taken or omitted to be taken by it while it was acting as an Agent. With respect to the Loans made by it hereunder, each Agent in its individual capacity and not as an Agent shall have the same rights and powers as any other Lender and may exercise the same as though it were not an Agent, and such Agent the Agents and its their Affiliates may accept deposits from, lend money to and generally engage in any kind of business with the Borrower or any Subsidiary of the Subsidiaries or other Affiliate thereof as if it were not an Agent. Each Lender agrees (a) to reimburse the Agents, on demand, in the amount of its pro rata share (based on the amount of its Loans and available commitments hereunder) of any expenses incurred for the benefit of the Lenders by the Agents, including reasonable counsel fees and compensation of agents and employees paid for services rendered on behalf of the Lenders, that shall not have been reimbursed by the Borrower and (b) to indemnify and hold harmless each Agent and any of its directors, officers, employees or agents, on demand, in the amount of such pro rata share, from and against any and all liabilities, taxes, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever that may be imposed on, incurred by or asserted against it in its capacity as Agent or any of them relating to or arising out of this Agreement or any other Loan Document or action taken or omitted by it or any of them under this Agreement or any other Loan Document, to the extent the same shall not have been reimbursed by the Borrower or any other Loan Party; provided that no Lender shall be liable to an Agent or any such other indemnified person for any portion of such liabilities, taxes, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements that have resulted from the gross negligence or wilful misconduct of such Agent or any of its directors, officers, employees or agents. Each Revolving Credit Lender agrees to reimburse each of the Issuing Bank and its directors, officers, employees and agents, in each case, to the same extent and subject to the same limitations as provided above for the Agents. Each Lender acknowledges that it has, independently and without reliance upon any Agent the Agents or any other Lender and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Agreement. Each Lender also acknowledges that it will, independently and without reliance upon any Agent the Agents or any other Lender and based on such documents and information as it shall from time to time deem appropriate, continue to make its own decisions in taking or not taking action under or based upon this Agreement or any other Loan Document, any related agreement or any document furnished hereunder or thereunder. Notwithstanding anything to the contrary in this Agreement, neither CGMI and JPMSI, as Joint Lead Arrangers, nor JPMCB as Syndication Agent, in such respective capacities, shall have any obligations, duties or responsibilities, or shall incur any liabilities, under this Agreement or any other Loan Document.

The Agents. Citicorp North AmericaIn order to expedite the transactions contemplated by this Agreement, Inc. each Agent is hereby appointed to act as Administrative Agent and Collateral Agent on behalf of the Lenders. Each of the Lenders and each assignee of any such Lender the Issuing Lenders hereby irrevocably authorizes each of the Agents Administrative Agent to take such actions on its behalf of such Lender or assignee and to exercise such powers as are specifically delegated to such the Administrative Agent by the terms and provisions hereof and of the other Loan Documentshereof, together with such actions and powers as are reasonably incidental thereto. Each The Administrative Agent is hereby expressly authorized by each Secured Partythe Lenders and the Issuing Lenders, without hereby limiting any implied authority, (a) to receive on behalf of the Secured Parties Lenders and Issuing Lenders all payments of principal of and interest on the Obligations, all payments Loans and the LC Disbursements and all other amounts due to the Secured Parties Lenders and the Issuing Lenders hereunder, and promptly to distribute to each Secured Party Lender and Issuing Lender its proper share of each payment so received; (b) to give notice on behalf of each of the Lenders to Borrower the Borrowers of any Event of Default specified in this Agreement of which such the Administrative Agent has actual knowledge acquired in connection with its agency hereunder; and (c) to distribute to each Lender and Issuing Lender copies of all notices, financial statements and other materials delivered by any Borrower pursuant to this Agreement as received by such the Administrative Agent; (d) to enter into the Security Documents on behalf of the Secured Parties; and (e) to claim all Obligations owed to . Neither any Secured Party against Borrower in its own name for the purpose of any Security Documents. None of the Agents Agent nor any of their Related Parties its directors, officers, employees or agents shall be liable to the Lenders as such for any action taken or omitted to be taken by any of them except to the extent finally judicially determined to have resulted from for its or his or her own gross negligence or willful misconduct, or be responsible for any statement, warranty or representation herein or the contents of any document delivered in connection herewith, or be required to ascertain or to make any inquiry concerning the performance or observance by any Loan Party Borrower of any of the terms, conditions, covenants or agreements contained in any Loan Document. Without limiting the foregoing, the Lenders acknowledge that the Collateral Agent will use commercially reasonable efforts to substantially comply with the requirements of the Arizona Blind Trust Act, with respect to Mortgaged Properties located in Arizona, pursuant to advice of Arizona local counsel to Borrower. However, the Collateral Agent will in no event be liable to the Lenders for non-compliance with the Arizona Blind Trust Act or for any consequences therefromthis Agreement. The Agents shall not be responsible to the Lenders for the due execution, genuineness, validity, enforceability or effectiveness of this Agreement or any other Loan Documents or other instruments or agreements. Each The Administrative Agent shall in all cases be fully protected in acting, or refraining from acting, in accordance with written instructions signed by the Requisite Required Lenders (or, when expressly required hereby, all the Lenders) and, except as otherwise specifically provided herein, such instructions and any action or inaction pursuant thereto shall be binding on all the Lenders and the Issuing Lenders. Each The Administrative Agent shall, in the absence of actual knowledge to the contrary, be entitled to rely on any instrument or document believed by it in good faith to be genuine and correct and to have been signed or sent by the proper Person or personsPersons. None of Neither the Agents nor any of their Related Parties directors, officers, employees or agents shall have any responsibility to the Loan Parties any Borrower on account of the failure of or delay in performance or breach by any Lender or Issuing Lender of any of its obligations hereunder or to any Lender or Issuing Lender on account of the failure of or delay in performance or breach by any other Agent, any other Lender or the Loan Parties Issuing Lender or any Borrower of any of their respective obligations hereunder or under any other Loan Document or in connection herewith or therewithherewith. Each The Administrative Agent may execute any and all duties hereunder by or through any of its Related Parties agents or any sub-agent appointed by it employees and shall be entitled to rely upon the advice of legal counsel selected by it with respect to all matters arising hereunder and shall not be liable for any action taken or suffered in good faith by it in accordance with the advice of such counsel. The Lenders and the Issuing Lenders hereby acknowledge that no the Administrative Agent shall be under any no duty to take any discretionary action permitted to be taken by it pursuant 60 to the provisions of any Loan Document this Agreement unless it shall be requested in writing to do so by the Requisite Required Lenders. Subject to the appointment and acceptance of a successor Administrative Agent as provided below, any the Administrative Agent may resign at any time by notifying the Lenders, the Issuing Banks, Lenders and the LC Facility Issuing Bank and BorrowerBorrowers. Upon any such resignation, the Requisite Required Lenders shall have the right to appoint from the Lenders a successor. If no successor shall have been so appointed by the Requisite Required Lenders and shall have accepted such appointment within 30 days after the retiring Administrative Agent gives notice of its resignation, then the retiring Administrative Agent may, on behalf of the Lenders, appoint from the Issuing Banks and the LC Facility Issuing Bank, appoint Lenders a successor Administrative Agent which shall be a bank with an office in New York, New York, having a combined capital and surplus of at least $500.0 million 500,000,000 or an Affiliate affiliate of any such bank, which successor shall be acceptable to Viacom (such acceptance not to be unreasonably withheld). Upon the acceptance of any appointment as an Administrative Agent hereunder by such a successor bank, such successor shall succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent and the retiring Administrative Agent shall be discharged from its duties and obligations hereunder. After an the Administrative Agent’s 's resignation hereunder, the provisions of this Article and Section 9.05 9.5 shall continue in effect for its benefit in respect of any actions taken or omitted to be taken by it while it was acting as an Administrative Agent. With respect to the Loans made by it them and their LC Exposure hereunder, each Agent the Agents in its their individual capacity and not as an Agent Agents shall have the same rights and powers as any other Lender and may exercise the same as though it they were not an AgentAgents, and such Agent the Agents and its Affiliates their affiliates may accept deposits from, lend money to and generally engage in any kind of business with Borrower the Borrowers or any Subsidiary of their respective Subsidiaries or other any Affiliate thereof as if it they were not an AgentAgents. Each Lender and Issuing Lender agrees (i) to reimburse the Administrative Agent in the amount of its pro rata share (based on its Total Facility Percentage or, after the date on which the Loans shall have been paid in full, based on its Total Facility Percentage immediately prior to such date) of any reasonable, out-of-pocket expenses incurred for the benefit of the Lenders or the Issuing Lenders by the Administrative Agent, including reasonable counsel fees and compensation of agents and employees paid for services rendered on behalf of the Lenders or the Issuing Lenders, which shall not have been reimbursed by or on behalf of any Borrower and (ii) to indemnify and hold harmless the Administrative Agent and any of its directors, officers, employees or agents, in the amount of such pro rata share, from and against any and all liabilities, taxes, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever which may be imposed on, incurred by or asserted against it in its capacity as Administrative Agent in any way relating to or arising out of this Agreement or any action taken or omitted by it under this Agreement, to the extent the same shall not have been reimbursed by or on behalf of Viacom; provided, that no Lender or Issuing Lender shall be liable to the Administrative Agent or any such director, officer, employee or agent for any portion of such liabilities, taxes, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements resulting from the gross negligence or willful misconduct of the Administrative Agent or any of its directors, officers, employees or agents. Each Lender and Issuing Lender acknowledges that it has, independently and without reliance upon any Agent the Agents or any other Lender or Issuing Lender and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Agreement. Each Lender and Issuing Lender also acknowledges that it will, independently and without reliance upon any Agent or any other Lender or Issuing Lender and based on such documents and information as it shall from time to time deem appropriate, continue to make its own decisions in taking or not taking action under or based upon this Agreement or any other Loan DocumentAgreement, any related agreement or any document furnished hereunder or thereunder. Notwithstanding anything to Neither the contrary in this AgreementCo-Documentation Agents, neither CGMI and JPMSI, as Joint Lead Arrangers, nor JPMCB as the Syndication Agent, in such respective capacities, the Joint Lead Arrangers nor any managing agent shall have any obligations, duties or responsibilities, or shall incur any liabilities, under this Agreement or any other Loan Documentresponsibilities hereunder in its capacity as such.

The Agents. SECTION 8.01. The Agents. Citicorp North America, Inc. is hereby appointed to act as Administrative Agent and Collateral Agent on behalf of the Lenders. Each of the Lenders and each assignee of any such Lender hereby irrevocably authorizes each of the Agents to take such actions on behalf of such Lender or assignee and to exercise such powers as are specifically delegated to such Agent by the terms and provisions hereof and of the other Loan Documents, together with such actions and powers as are reasonably incidental thereto. Each Agent is hereby expressly authorized by each Secured Partythe Lenders, without hereby limiting any implied authority, (a) to receive on behalf of the Secured Parties Lenders all payments of principal of and interest on the ObligationsLoans, all payments and all other amounts due to the Secured Parties Lenders hereunder, and promptly to distribute to each Secured Party Lender its proper share of each payment so received; (b) to give notice on behalf of each of the Lenders to any of the Borrower of any Default specified in this Agreement of which such Agent has actual knowledge acquired in connection with its agency hereunder; and (c) to distribute to each Lender copies of all notices, financial statements and other materials delivered by the Borrower pursuant to this Agreement as received by such Agent; (d) to enter into the Security Documents on behalf of the Secured Parties; and (e) to claim all Obligations owed to any Secured Party against Borrower in its own name for the purpose of any Security Documents. None of the Agents nor any of their Related Parties shall be liable to the Lenders as such for any action taken or omitted to be taken by any of them except to the extent finally judicially determined to have resulted from its or his or her own gross negligence or willful misconduct, or be responsible for any statement, warranty or representation herein or the contents of any document delivered in connection herewith, or be required to ascertain or to make any inquiry concerning the performance or observance by any Loan Party of any of the terms, conditions, covenants or agreements contained in any Loan Document. Without limiting the foregoing, the Lenders acknowledge that the Collateral Agent will use commercially reasonable efforts to substantially comply with the requirements of the Arizona Blind Trust Act, with respect to Mortgaged Properties located in Arizona, pursuant to advice of Arizona local counsel to Borrower. However, the Collateral Agent will in no event be liable to the Lenders for non-compliance with the Arizona Blind Trust Act or for any consequences therefrom. The Agents shall not be responsible to the Lenders for the due execution, genuineness, validity, enforceability or effectiveness of this Agreement or any other Loan Documents or other instruments or agreements. Each Agent shall in all cases be fully protected in acting, or refraining from acting, in accordance with written instructions signed by the Requisite Lenders (or, when expressly required hereby, all the Lenders) and, except as otherwise specifically provided herein, such instructions and any action or inaction pursuant thereto shall be binding on all the Lenders. Each Agent shall, in the absence of actual knowledge to the contrary, be entitled to rely on any instrument or document believed by it in good faith to be genuine and correct and to have been signed or sent by the proper Person person or persons. None of the Agents nor any of their Related Parties shall have any responsibility to the Loan Parties on account of the failure of or delay in performance or breach by any Lender of any of its obligations hereunder or to any Lender on account of the failure of or delay in performance or breach by any other Lender or the Loan Parties of any of their respective obligations hereunder or under any other Loan Document or in connection herewith or therewith. Each Agent may execute any and all duties hereunder by or through any of its Related Parties or any sub-agent appointed by it and shall be entitled to rely upon the advice of legal counsel selected by it with respect to all matters arising hereunder and shall not be liable for any action taken or suffered in good faith by it in accordance with the advice of such counsel. The Lenders hereby acknowledge that no Agent shall be under any duty to take any discretionary action permitted to be taken by it pursuant to the provisions of any Loan Document unless it shall be requested in writing to do so by the Requisite Lenders. Subject to the appointment and acceptance of a successor Agent as provided below, any Agent may resign at any time by notifying the Lenders, the Issuing Banks, the LC Facility Issuing Bank and the Borrower. Upon any such resignation, the Requisite Lenders shall have the right to appoint a successor. If no successor shall have been so appointed by the Requisite Lenders and shall have accepted such appointment within 30 days after the retiring Agent gives notice of its resignation, then the retiring Agent may, on behalf of the Lenders, the Issuing Banks Lenders and the LC Facility Issuing Bank, appoint a successor Agent which shall be a bank with an office in New York, New York, having a combined capital and surplus of at least $500.0 million or an Affiliate of any such bank. Upon the acceptance of any appointment as an Agent hereunder by such a successor bank, such successor shall succeed to and become vested with all the rights, powers, privileges and duties of the retiring Agent and the retiring Agent shall be discharged from its duties and obligations hereunder. After an Agent’s 's resignation hereunder, the provisions of this Article and Section 9.05 10.05 shall continue in effect for its benefit in respect of any actions taken or omitted to be taken by it while it was acting as an Agent. With respect to the Loans made by it hereunder, each Agent in its individual capacity and not as an Agent shall have the same rights and powers as any other Lender and may exercise the same as though it were not an Agent, and such Agent and its Affiliates may accept deposits from, lend money to and generally engage in any kind of business with the Borrower or any Subsidiary or other Affiliate thereof as if it were not an Agent. Each Lender acknowledges that it has, independently and without reliance upon any Agent or any other Lender and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Agreement. Each Lender also acknowledges that it will, independently and without reliance upon any Agent or any other Lender and based on such documents and information as it shall from time to time deem appropriate, continue to make its own decisions in taking or not taking action under or based upon this Agreement or any other Loan Document, any related agreement or any document furnished hereunder or thereunder. Notwithstanding anything to the contrary in this Agreement, neither CGMI and JPMSIHarris, as Joint Lead ArrangersArrangers and Joint Bookrunners, nor JPMCB Harris, ▇▇ ▇▇▇dication Agent, nor CIBC and Rabobank, as Syndication AgentCo-Document▇▇▇▇▇ Agents, in such respective capacities, shall have any obligations, duties or responsibilities, or shall incur any liabilities, under this Agreement or any other Loan Document.

The Agents. Citicorp North AmericaIn order to expedite the transactions contemplated by this Agreement, Inc. each Agent is hereby appointed to act as Administrative Agent and Collateral Agent on behalf of the Lenders. Each of the Lenders and each assignee of any such Lender the Issuing Lenders hereby irrevocably authorizes each of the Agents Administrative Agent to take such actions on its behalf of such Lender or assignee and to exercise such powers as are specifically delegated to such the Administrative Agent by the terms and provisions hereof and of the other Loan Documentshereof, together with such actions and powers as are reasonably incidental thereto. Each The Administrative Agent is hereby expressly authorized by each Secured Partythe Lenders and the Issuing Lenders, without hereby limiting any implied authority, (a) to receive on behalf of the Secured Parties Lenders and Issuing Lenders all payments of principal of and interest on the Obligations, all payments Loans and the LC Disbursements and all other amounts due to the Secured Parties Lenders and the Issuing Lenders hereunder, and promptly to distribute to each Secured Party Lender and Issuing Lender its proper share of each payment so received; , (b) to give notice on behalf of each of the Lenders to Borrower the Borrowers of any Event of Default specified in this Agreement of which such the Administrative Agent has actual knowledge acquired in connection with its agency hereunder; hereunder and (c) to distribute to each Lender and Issuing Lender copies of all notices, financial statements and other materials delivered by any Borrower pursuant to this Agreement as received by such the Administrative Agent; (d) to enter into the Security Documents on behalf of the Secured Parties; and (e) to claim all Obligations owed to . Neither any Secured Party against Borrower in its own name for the purpose of any Security Documents. None of the Agents Agent nor any of their Related Parties its directors, officers, employees or agents shall be liable to the Lenders as such for any action taken or omitted to be taken by any of them except to the extent finally judicially determined to have resulted from for its or his or her own gross negligence or willful misconduct, or be responsible for any statement, warranty or representation herein or the contents of any document delivered in connection herewith, or be required to ascertain or to make any inquiry concerning the performance or observance by any Loan Party Borrower of any of the terms, conditions, covenants or agreements contained in any Loan Document. Without limiting the foregoing, the Lenders acknowledge that the Collateral Agent will use commercially reasonable efforts to substantially comply with the requirements of the Arizona Blind Trust Act, with respect to Mortgaged Properties located in Arizona, pursuant to advice of Arizona local counsel to Borrower. However, the Collateral Agent will in no event be liable to the Lenders for non-compliance with the Arizona Blind Trust Act or for any consequences therefromthis Agreement. The Agents shall not be responsible to the Lenders for the due execution, genuineness, validity, enforceability or effectiveness of this Agreement or any other Loan Documents or other instruments or agreements. Each None of the Agents or the Borrowers shall be subject to any fiduciary or other implied duties, regardless of whether a Default or an Event of Default has occurred and is continuing, and no provision in the Loan Documents and no course of dealing between the parties hereto shall be deemed to create any fiduciary duty owing to any Agent, any Lender, any Borrower or any Subsidiary, or any of their respective Affiliates, by any party hereto. The Administrative Agent shall in all cases be fully protected in acting, or refraining from acting, in accordance with written instructions signed by the Requisite Required Lenders (or, when expressly required hereby, all the Lenders) and, except as otherwise specifically provided herein, such instructions and any action or inaction pursuant thereto shall be binding on all the Lenders and the Issuing Lenders. Each The Administrative Agent shall, in the absence of actual knowledge to the contrary, be entitled to rely on any instrument or document believed by it in good faith to be genuine and correct and to have been signed or sent by the proper Person or personsPersons. None of Neither the Agents nor any of their Related Parties directors, officers, employees or agents shall have any responsibility to the Loan Parties any Borrower on account of the failure of or delay in performance or breach by any Lender or Issuing Lender of any of its obligations hereunder or to any Lender or Issuing Lender on account of the failure of or delay in performance or breach [[3890129]] by any other Agent, any other Lender or the Loan Parties Issuing Lender or any Borrower of any of their respective obligations hereunder or under any other Loan Document or in connection herewith or therewithherewith. Each The Administrative Agent may execute any and all duties hereunder by or through any of its Related Parties agents or any sub-agent appointed by it employees and shall be entitled to rely upon the advice of legal counsel selected by it with respect to all matters arising hereunder and shall not be liable for any action taken or suffered in good faith by it in accordance with the advice of such counsel. The Lenders and the Issuing Lenders hereby acknowledge that no the Administrative Agent shall be under any no duty to take any discretionary action permitted to be taken by it pursuant to the provisions of any Loan Document this Agreement unless it shall be requested in writing to do so by the Requisite Required Lenders. Subject to the appointment and acceptance of a successor Administrative Agent as provided below, any the Administrative Agent may resign at any time by notifying the Lenders, the Issuing Banks, Lenders and the LC Facility Issuing Bank and BorrowerBorrowers. Upon any such resignation, the Requisite Required Lenders shall have the right to appoint from the Lenders a successor. If no successor shall have been so appointed by the Requisite Required Lenders and shall have accepted such appointment within 30 days after the retiring Administrative Agent gives notice of its resignation, then the retiring Administrative Agent may, on behalf of the Lenders, appoint from the Issuing Banks and the LC Facility Issuing Bank, appoint Lenders a successor Administrative Agent which shall be a bank with an office in New York, New York, having a combined capital and surplus of at least $500.0 million 500,000,000 or an Affiliate affiliate of any such bank, which successor shall be acceptable to Viacom (such acceptance not to be unreasonably withheld). Upon the acceptance of any appointment as an Administrative Agent hereunder by such a successor bank, such successor shall succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent and the retiring Administrative Agent shall be discharged from its duties and obligations hereunder. After an the Administrative Agent’s resignation hereunder, the provisions of this Article and Section 9.05 9.5 shall continue in effect for its benefit in respect of any actions taken or omitted to be taken by it while it was acting as an Administrative Agent. With respect to the Loans made by it them and their LC Exposure hereunder, each Agent the Agents in its their individual capacity and not as an Agent Agents shall have the same rights and powers as any other Lender and may exercise the same as though it they were not an AgentAgents, and such Agent the Agents and its Affiliates their affiliates may accept deposits from, lend money to and generally engage in any kind of business with Borrower the Borrowers or any Subsidiary of their respective Subsidiaries or other any Affiliate thereof as if it they were not an AgentAgents. Each Lender and Issuing Lender agrees (i) to reimburse the Administrative Agent in the amount of its pro rata share (based on its Total Facility Percentage or, after the date on which the Loans shall have been paid in full, based on its Total Facility Percentage immediately prior to such date) of any reasonable, out-of-pocket expenses incurred for the benefit of the Lenders or the Issuing Lenders by the Administrative Agent, including reasonable counsel fees and compensation of agents and employees paid for services rendered on behalf of the Lenders or the Issuing Lenders, which shall not have been reimbursed by or on behalf of any Borrower and (ii) to indemnify and hold harmless the Administrative Agent and any of its directors, officers, employees or agents, [[3890129]] in the amount of such pro rata share, from and against any and all liabilities, taxes, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever which may be imposed on, incurred by or asserted against it in its capacity as Administrative Agent in any way relating to or arising out of this Agreement or any action taken or omitted by it under this Agreement, to the extent the same shall not have been reimbursed by or on behalf of Viacom; provided, that no Lender or Issuing Lender shall be liable to the Administrative Agent or any such director, officer, employee or agent for any portion of such liabilities, taxes, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements resulting from the gross negligence or willful misconduct of the Administrative Agent or any of its directors, officers, employees or agents. Each Lender and Issuing Lender acknowledges that it has, independently and without reliance upon any Agent the Agents or any other Lender or Issuing Lender and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Agreement. Each Lender and Issuing Lender also acknowledges that it will, independently and without reliance upon any Agent or any other Lender or Issuing Lender and based on such documents and information as it shall from time to time deem appropriate, continue to make its own decisions in taking or not taking action under or based upon this Agreement or any other Loan DocumentAgreement, any related agreement or any document furnished hereunder or thereunder. Notwithstanding anything to None of the contrary in this AgreementDocumentation Agents, neither CGMI and JPMSIthe Syndication Agents, as the Joint Lead Arrangers, nor JPMCB as Syndication Agent, in such respective capacities, the Joint Bookrunners or any managing agent shall have any obligationsduties, duties liabilities or responsibilities, or shall incur any liabilities, under this Agreement or any other Loan Documentresponsibilities hereunder in its capacity as such.

The Agents. Citicorp North AmericaIn order to expedite the transactions contemplated by this Agreement, Inc. is the Persons named in the heading of this Agreement are hereby appointed to act as Administrative Agent, London Agent and Collateral Tokyo Agent on behalf of the LendersLenders and the Issuing Bank. Each of the Lenders and Lenders, each assignee of any such Lender and the Issuing Bank hereby irrevocably authorizes each of the Agents to take such actions on behalf of such Lender or assignee or the Issuing Bank and to exercise such powers as are specifically delegated to such Agent the Agents by the terms and provisions hereof and of the other Loan Documents, together with such actions and powers as are reasonably incidental thereto. Each The Administrative Agent is and, to the extent expressly provided herein, the other Agents are hereby expressly authorized by each Secured Partythe Lenders and the Issuing Bank, without hereby limiting any implied authority, (a) to receive on behalf of the Secured Parties Lenders and the Issuing Bank all payments of principal of and interest on the Obligations, all payments Loans and all other amounts due to the Secured Parties Lenders hereunder, and promptly to distribute to each Secured Party Lender or the Issuing Bank its proper share of each payment so received; (b) to give notice on behalf of each of the Lenders to Borrower the Company of any Event of Default specified in this Agreement of which such the Administrative Agent has actual knowledge acquired in connection with its agency hereunder; and (c) to distribute to each Lender copies of all notices, financial statements and other materials delivered by Borrower the Company or any other Loan Party pursuant to this Agreement or the other Loan Documents as received by such the Administrative Agent; (d) to enter into . Without limiting the Security Documents on behalf generality of the Secured Parties; foregoing, the Administrative Agent is hereby expressly authorized to release any Subsidiary Guarantor from its obligations under the Subsidiary Guarantee Agreement in the event that all the capital stock of such Guarantor shall be sold, transferred or otherwise disposed of to a Person other than the Company or an Affiliate of the Company in a transaction permitted by Section 6.04. With respect to the Loans made by it hereunder, each Agent in its individual capacity and not as Agent shall have the same rights and powers as any other Lender and may exercise the same as though it were not an Agent, and the Agents and their Affiliates may accept deposits from, lend money to and generally engage in any kind of business with the Company or any Subsidiary or other Affiliate thereof as if it were not an Agent. The Agents shall not have any duties or obligations except those expressly set forth in the Loan Documents. Without limiting the generality of the foregoing, (a) no Agent shall be subject to any fiduciary or other implied duties, regardless of whether a Default has occurred and is continuing, (b) no Agent shall have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights and powers expressly contemplated by the Loan Documents that such Agent is required to exercise upon receipt of notice in writing by the Required Lenders (or such other number or percentage of the Lenders as shall be necessary under the circumstances as provided in Section 11.02), and (ec) except as expressly set forth in the Loan Documents, no Agent shall have any duty to claim all Obligations owed to any Secured Party against Borrower in its own name for the purpose of any Security Documents. None of the Agents nor any of their Related Parties disclose, and no Agent shall be liable for the failure to disclose, any information relating to the Lenders Company or any of its Subsidiaries that is communicated to or obtained by the institution serving as such Agent or any of its Affiliates in any capacity. No Agent shall be liable for any action taken or omitted to be not taken by any it with the consent or at the request of them except to the extent finally judicially determined to have resulted from Required Lenders (or such other number or percentage of the Lenders as shall be necessary under the circumstances as provided in Section 11.02) or in the absence of its or his or her own gross negligence or willful wilful misconduct. No Agent shall be deemed to have knowledge of any Default unless and until written notice thereof is given to such Agent by a Borrower (in which case such Agent shall give written notice to each other Lender), or and no Agent shall be responsible for or have any duty to ascertain or inquire into (i) any statement, warranty or representation herein made in or in connection with any Loan Document, (ii) the contents of any certificate, report or other document delivered hereunder or thereunder or in connection herewithherewith or therewith, or be required to ascertain or to make any inquiry concerning (iii) the performance or observance by any Loan Party of any of the termscovenants, conditionsagreements or other terms or conditions set forth herein or therein, covenants (iv) the validity, enforceability, effectiveness or agreements contained genuineness of any Loan Document or any other agreement, instrument or document, or (v) the satisfaction of any condition set forth in Article IV or elsewhere in any Loan Document. Without limiting the foregoing, the Lenders acknowledge that the Collateral Agent will use commercially reasonable efforts other than to substantially comply with the requirements confirm receipt of the Arizona Blind Trust Act, with respect items expressly required to Mortgaged Properties located in Arizona, pursuant be delivered to advice of Arizona local counsel to Borrower. However, the Collateral Agent will in no event be liable to the Lenders for non-compliance with the Arizona Blind Trust Act or for any consequences therefrom. The Agents shall not be responsible to the Lenders for the due execution, genuineness, validity, enforceability or effectiveness of this Agreement or any other Loan Documents or other instruments or agreementssuch Agent. Each Agent shall in all cases be fully protected in acting, or refraining from acting, in accordance with written instructions signed by the Requisite Lenders (or, when expressly required hereby, all the Lenders) and, except as otherwise specifically provided herein, such instructions and any action or inaction pursuant thereto shall be binding on all the Lenders. Each Agent shall, in the absence of actual knowledge to the contrary, be entitled to rely on upon, and shall not incur any instrument liability for relying upon, any notice, request, certificate, consent, statement, instrument, document or document other writing believed by it in good faith to be genuine and correct and to have been signed or sent by the proper Person Person. Each Agent also may rely upon any statement made to it orally or persons. None of by telephone and believed by it to be made by the Agents nor proper Person, and shall not incur any of their Related Parties shall have any responsibility to the Loan Parties on account of the failure of or delay in performance or breach by any Lender of any of its obligations hereunder or to any Lender on account of the failure of or delay in performance or breach by any other Lender or the Loan Parties of any of their respective obligations hereunder or under any other Loan Document or in connection herewith or therewithliability for relying thereon. Each Agent may execute any and all duties hereunder by or through any of its Related Parties or any sub-agent appointed by it and shall be entitled to rely upon the advice of consult with legal counsel (who may be counsel for any Borrower), independent accountants and other experts selected by it with respect to all matters arising hereunder it, and shall not be liable for any action taken or suffered in good faith not taken by it in accordance with the advice of any such counsel, accountants or experts. Each Agent may perform any and all its duties and exercise its rights and powers by or through any one or more sub-agents appointed by such Agent. Each Agent and any such sub-agent may perform any and all its duties and exercise its rights and powers through their respective Related Parties. The Lenders hereby acknowledge that no Agent exculpatory provisions of the preceding paragraphs shall be under apply to any duty to take any discretionary action permitted to be taken by it pursuant such sub-agent and to the provisions Related Parties of each Agent and any Loan Document unless it such sub-agent, and shall be requested apply to their respective activities in writing to do so by connection with the Requisite Lenderssyndication of the credit facilities provided for herein as well as activities as Agent. Subject to the appointment and acceptance of a successor Agent as provided belowin this paragraph, any Agent may resign at any time by notifying the Lenders, the Issuing Banks, the LC Facility Issuing Bank and Borrowerthe Company. Upon any such resignation, the Requisite Required Lenders shall have the right right, in consultation with the Company, to appoint a successor. If no successor shall have been so appointed by the Requisite Required Lenders and shall have accepted such appointment within 30 days after the retiring Agent gives notice of its resignation, then the retiring Agent may, on behalf of the Lenders, the Issuing Banks Lenders and the LC Facility Issuing Bank, appoint a successor Agent which shall be a bank with an office in New York, New York, having a combined capital and surplus of at least $500.0 million or an Affiliate of any such bank. Upon the acceptance of any its appointment as an Agent hereunder by such a successor banksuccessor, such successor shall succeed to and become vested with all the rights, powers, privileges and duties of the retiring Agent Agent, and the retiring Agent shall be discharged from its duties and obligations hereunder. After an the Agent’s 's resignation hereunder, the provisions of this Article and Section 9.05 11.03 shall continue in effect for the benefit of such retiring Agent, its benefit sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by it any of them while it was acting as an Agent. With respect to the Loans made by it hereunder, each Agent in its individual capacity and not as an Agent shall have the same rights and powers as any other Lender and may exercise the same as though it were not an Agent, and such Agent and its Affiliates may accept deposits from, lend money to and generally engage in any kind of business with Borrower or any Subsidiary or other Affiliate thereof as if it were not an Agent. Each Lender acknowledges that it has, independently and without reliance upon any Agent the Agents or any other Lender and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Agreement. Each Lender also acknowledges that it will, independently and without reliance upon any Agent the Agents or any other Lender and based on such documents and information as it shall from time to time deem appropriate, continue to make its own decisions in taking or not taking action under or based upon this Agreement or Agreement, any other Loan Document, any Document or related agreement or any document furnished hereunder or thereunder. Notwithstanding anything to Each Lender hereby acknowledges that the contrary in this Agreement, neither CGMI Syndication Agent and JPMSI, as Joint Lead Arrangers, nor JPMCB as Syndication Agent, in such respective capacities, shall have any obligationseach Documentation Agent has no rights, duties or responsibilities, or shall incur any liabilities, under this Agreement or any liability hereunder other Loan Documentthan in its capacity as a Lender.

The Agents. SECTION 8.01. The Agents. Citicorp North America, Inc. is hereby appointed to act as Administrative Agent and Collateral Agent on behalf of the Lenders. Each of the Lenders and each assignee of any such Lender hereby irrevocably authorizes each of the Agents to take such actions on behalf of such Lender or assignee and to exercise such powers as are specifically delegated to such Agent by the terms and provisions hereof and of the other Loan Documents, together with such actions and powers as are reasonably incidental thereto. Each Agent is hereby expressly authorized by each Secured Partythe Lenders, without hereby limiting any implied authority, (a) to receive on behalf of the Secured Parties Lenders all payments of principal of and interest on the ObligationsLoans, all payments and all other amounts due to the Secured Parties Lenders hereunder, and promptly to distribute to each Secured Party Lender its proper share of each payment so received; (b) to give notice on behalf of each of the Lenders to the Borrower of any Default specified in this Agreement of which such Agent has actual knowledge acquired in connection with its agency hereunder; (c) to distribute to each Lender copies of all notices, financial statements and other materials delivered by the Borrower pursuant to this Agreement as received by such Agent; , (d) to enter into the Security Documents on behalf of the Secured Parties; Lenders and (e) to claim all Obligations owed to any Secured Party Lender against the Borrower in its own name for the purpose of any Security Documents. None of the Agents nor any of their Related Parties shall be liable to the Lenders as such for any action taken or omitted to be taken by any of them except to the extent finally judicially determined to have resulted from its or his or her own gross negligence or willful misconduct, or be responsible for any statement, warranty or representation herein or the contents of any document delivered in connection herewith, or be required to ascertain or to make any inquiry concerning the performance or observance by any Loan Party of any of the terms, conditions, covenants or agreements contained in any Loan Document. Without limiting the foregoing, the Lenders acknowledge that the Collateral Agent will use commercially reasonable efforts to substantially comply with the requirements of the Arizona Blind Trust Act, with respect to Mortgaged Properties located in Arizona, pursuant to advice of Arizona local counsel to Borrower. However, the Collateral Agent will in no event be liable to the Lenders for non-compliance with the Arizona Blind Trust Act or for any consequences therefrom. The Agents shall not be responsible to the Lenders for the due execution, genuineness, validity, enforceability or effectiveness of this Agreement or any other Loan Documents or other instruments or agreements. Each Agent shall in all cases be fully protected in acting, or refraining from acting, in accordance with written instructions signed by the Requisite Lenders (or, when expressly required hereby, all the Lenders) and, except as otherwise specifically provided herein, such instructions and any action or inaction pursuant thereto shall be binding on all the Lenders. Each Agent shall, in the absence of actual knowledge to the contrary, be entitled to rely on any instrument or document believed by it in good faith to be genuine and correct and to have been signed or sent by the proper Person person or persons. None of the Agents nor any of their Related Parties shall have any responsibility to the Loan Parties on account of the failure of or delay in performance or breach by any Lender of any of its obligations hereunder or to any Lender on account of the failure of or delay in performance or breach by any other Lender or the Loan Parties of any of their respective obligations hereunder or under any other Loan Document or in connection herewith or therewith. Each Agent may execute any and all duties hereunder by or through any of its Related Parties or any sub-agent appointed by it and shall be entitled to rely upon the advice of legal counsel selected by it with respect to all matters arising hereunder and shall not be liable for any action taken or suffered in good faith by it in accordance with the advice of such counsel. The Lenders hereby acknowledge that no Agent shall be under any duty to take any discretionary action permitted to be taken by it pursuant to the provisions of any Loan Document unless it shall be requested in writing to do so by the Requisite Lenders. Subject to the appointment and acceptance of a successor Agent as provided below, any Agent may resign at any time by notifying the Lenders, the Issuing Banks, the LC Facility Issuing Bank and the Borrower. Upon any such resignation, the Requisite Lenders shall have the right to appoint a successor. If no successor shall have been so appointed by the Requisite Lenders and shall have accepted such appointment within 30 days after the retiring Agent gives notice of its resignation, then the retiring Agent may, on behalf of the Lenders, the Issuing Banks Lenders and the LC Facility Issuing Bank, appoint a successor Agent which shall be a bank with an office in New York, New York, having a combined capital and surplus of at least $500.0 million or an Affiliate of any such bank. Upon the acceptance of any appointment as an Agent hereunder by such a successor bank, such successor shall succeed to and become vested with all the rights, powers, privileges and duties of the retiring Agent and the retiring Agent shall be discharged from its duties and obligations hereunder. After an Agent’s 's resignation hereunder, the provisions of this Article and Section 9.05 10.05 shall continue in effect for its benefit in respect of any actions taken or omitted to be taken by it while it was acting as an Agent. With respect to the Loans made by it hereunder, each Agent in its individual capacity and not as an Agent shall have the same rights and powers as any other Lender and may exercise the same as though it were not an Agent, and such Agent and its Affiliates may accept deposits from, lend money to and generally engage in any kind of business with the Borrower or any Subsidiary or other Affiliate thereof as if it were not an Agent. Each Lender acknowledges that it has, independently and without reliance upon any Agent or any other Lender and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Agreement. Each Lender also acknowledges that it will, independently and without reliance upon any Agent or any other Lender and based on such documents and information as it shall from time to time deem appropriate, continue to make its own decisions in taking or not taking action under or based upon this Agreement or any other Loan Document, any related agreement or any document furnished hereunder or thereunder. Notwithstanding anything to the contrary in this Agreement, neither CGMI and JPMSICGMI, as Joint a Lead Arrangers, nor JPMCB as Syndication AgentArranger, in such respective capacitiescapacity, nor CGMI or Banc One, as Syndication Agents, or RFC, as Documentation Agent, shall have any obligations, duties or responsibilities, or and shall incur any liabilities, under this Agreement or any other Loan Document.

The Agents. Citicorp North AmericaIn order to expedite the transactions contemplated by this Agreement, Inc. The JPMorgan Chase Bank is hereby appointed to act as Administrative Agent and Collateral Agent on behalf of the Lenders. Each of the Lenders and each assignee of any such Lender Lender, hereby irrevocably authorizes each of the Agents to take such actions on behalf of such Lender or assignee and to exercise such powers as are specifically delegated to such Agent by the terms and provisions hereof and of the other Loan Documents, together with such actions and powers as are reasonably incidental thereto. Each Agent is hereby expressly authorized by each Secured Partythe Lenders, without hereby limiting any implied authority, (a) to receive on behalf of the Secured Parties Lenders all payments of principal of and interest on the ObligationsLoans, all payments and all other amounts due to the Secured Parties Lenders hereunder, and promptly to distribute to each Secured Party Lender its proper share of each payment so received; (b) to give notice on behalf of each of the Lenders to Borrower any of the Borrowers of any Default specified in this Agreement of which such Agent has actual knowledge acquired in connection with its agency hereunder; and (c) to distribute to each Lender copies of all notices, financial statements and other materials delivered by Borrower the Borrowers pursuant to this Agreement as received by such Agent; (d) to enter into the Security Documents on behalf of the Secured Parties; and (e) to claim all Obligations owed to any Secured Party against Borrower in its own name for the purpose of any Security Documents. None of the Agents Neither Agent nor any of their its Related Parties shall be liable to the Lenders as such for any action taken or omitted to be taken by any of them except to the extent finally judicially determined to have resulted from for its or his or her own gross negligence or willful wilful misconduct, or be responsible for any statement, warranty or representation herein or the contents of any document delivered in connection herewith, or be required to ascertain or to make any inquiry concerning the performance or observance by any Loan Party of any of the terms, conditions, covenants or agreements contained in any Loan Document. Without limiting the foregoing, the Lenders acknowledge that the Collateral Agent will use commercially reasonable efforts to substantially comply with the requirements of the Arizona Blind Trust Act, with respect to Mortgaged Properties located in Arizona, pursuant to advice of Arizona local counsel to Borrower. However, the Collateral Agent will in no event be liable to the Lenders for non-compliance with the Arizona Blind Trust Act or for any consequences therefrom. The Agents shall not be responsible to the Lenders for the due execution, genuineness, validity, enforceability or effectiveness of this Agreement or any other Loan Documents or other instruments or agreements. Each Agent shall in all cases be fully protected in acting, or refraining from acting, in accordance with written instructions signed by the Requisite Required Lenders (or, when expressly required hereby, all the Lenders) and, except as otherwise specifically provided herein, such instructions and any action or inaction pursuant thereto shall be binding on all the Lenders. Each Agent shall, in the absence of actual knowledge to the contrary, be entitled to rely on any instrument or document believed by it in good faith to be genuine and correct and to have been signed or sent by the proper Person person or persons. None of the Agents Neither any Agent nor any of their its Related Parties shall have any responsibility to the Loan Parties on account of the failure of or delay in performance or breach by any Lender of any of its obligations hereunder or to any Lender on account of the failure of or delay in performance or breach by any other Lender or the Loan Parties of any of their respective obligations hereunder or under any other Loan Document or in connection herewith or therewith. Each Agent may execute any and all duties hereunder by or through any of its Related Parties or any sub-agent appointed by it and shall be entitled to rely upon the advice of legal counsel selected by it with respect to all matters arising hereunder and shall not be liable for any action taken or suffered in good faith by it in accordance with the advice of such counsel. The Lenders hereby acknowledge that no neither Agent shall be under any duty to take any discretionary action permitted to be taken by it pursuant to the provisions of any Loan Document unless it shall be requested in writing to do so by the Requisite Required Lenders. Subject to the appointment and acceptance of a successor Agent as provided below, any either Agent may resign at any time by notifying the Lenders, the Issuing Banks, the LC Facility Issuing Bank and Borrowerthe Borrowers. Upon any such resignation, the Requisite Required Lenders shall have the right to appoint a successor. If no successor shall have been so appointed by the Requisite Required Lenders and shall have accepted such appointment within 30 days after the retiring Agent gives notice of its resignation, then the retiring Agent may, on behalf of the Lenders, the Issuing Banks Lenders and the LC Facility Issuing Bank, appoint a successor Agent which shall be a bank with an office in New York, New York, having a combined capital and surplus of at least $500.0 million 500,000,000 or an Affiliate of any such bank. Upon the acceptance of any appointment as an Agent hereunder by such a successor bank, such successor shall succeed to and become vested with all the rights, powers, privileges and duties of the retiring Agent and the retiring Agent shall be discharged from its duties and obligations hereunder. After an Agent’s 's resignation hereunder, the provisions of this Article and Section 9.05 10.05 shall continue in effect for its benefit in respect of any actions taken or omitted to be taken by it while it was acting as an Agent. With respect to the Loans made by it hereunder, each Agent in its individual capacity and not as an Agent shall have the same rights and powers as any other Lender and may exercise the same as though it were not an Agent, and such Agent and its Affiliates may accept deposits from, lend money to and generally engage in any kind of business with Borrower CCSC or any Subsidiary or other Affiliate thereof as if it were not an Agent. Each Lender acknowledges that it has, independently and without reliance upon any either Agent or any other Lender and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Agreement. Each Lender also acknowledges that it will, independently and without reliance upon any either Agent or any other Lender and based on such documents and information as it shall from time to time deem appropriate, continue to make its own decisions in taking or not taking action under or based upon this Agreement or any other Loan Document, any related agreement or any document furnished hereunder or thereunder. Notwithstanding anything Each Lender hereby authorizes the Administrative Agent to enter into the contrary in this Agreement, neither CGMI Intercreditor Agreement on behalf of such Lender and JPMSI, as Joint Lead Arrangers, nor JPMCB as Syndication Agent, in such respective capacities, shall have any obligations, duties or responsibilities, or shall incur any liabilities, under this Agreement or any other Loan Documentto exercise its rights and perform its obligations thereunder.

The Agents. Citicorp North AmericaIn order to expedite the transactions contemplated by this Agreement, Inc. each Agent is hereby appointed to act as Administrative Agent and Collateral Agent on behalf of the Lenders. Each of the Lenders and each assignee of any such Lender the Issuing Lenders hereby irrevocably authorizes each of the Agents Administrative Agent to take such actions on its behalf of such Lender or assignee and to exercise such powers as are specifically delegated to such the Administrative Agent by the terms and provisions hereof and of the other Loan Documentshereof, together with such actions and powers as are reasonably incidental thereto. Each The Administrative Agent is hereby expressly authorized by each Secured Partythe Lenders and the Issuing Lenders, without hereby limiting any implied authority, (a) to receive on behalf of the Secured Parties Lenders all payments of principal of and interest on the Obligations, all payments Loans and the LC Disbursements and all other amounts due to the Secured Parties Lenders and Issuing Lenders hereunder, and promptly to distribute to each Secured Party Lender and Issuing Lender its proper share of each payment so received; (b) to give notice on behalf of each of the Lenders to Borrower the Borrowers of any Event of Default specified in this Agreement of which such the Administrative Agent has actual knowledge acquired in connection with its agency hereunder; and (c) to distribute to each Lender and Issuing Lender copies of all notices, financial statements and other materials delivered by any Borrower pursuant to this Agreement as received by such the Administrative Agent; (d) to enter into the Security Documents on behalf of the Secured Parties; and (e) to claim all Obligations owed to . 58 54 Neither any Secured Party against Borrower in its own name for the purpose of any Security Documents. None of the Agents Agent nor any of their Related Parties its directors, officers, employees or agents shall be liable to the Lenders as such for any action taken or omitted to be taken by any of them except to the extent finally judicially determined to have resulted from for its or his or her own gross negligence or willful wilful misconduct, or be responsible for any statement, warranty or representation herein or the contents of any document delivered in connection herewith, or be required to ascertain or to make any inquiry concerning the performance or observance by any Loan Party Borrower of any of the terms, conditions, covenants or agreements contained in any Loan Document. Without limiting the foregoing, the Lenders acknowledge that the Collateral Agent will use commercially reasonable efforts to substantially comply with the requirements of the Arizona Blind Trust Act, with respect to Mortgaged Properties located in Arizona, pursuant to advice of Arizona local counsel to Borrower. However, the Collateral Agent will in no event be liable to the Lenders for non-compliance with the Arizona Blind Trust Act or for any consequences therefromthis Agreement. The Agents shall not be responsible to the Lenders for the due execution, genuineness, validity, enforceability or effectiveness of this Agreement or any other Loan Documents or other instruments or agreements. Each The Administrative Agent shall in all cases be fully protected in acting, or refraining from acting, in accordance with written instructions signed by the Requisite Required Lenders (or, when expressly required hereby, all the Lenders) and, except as otherwise specifically provided herein, such instructions and any action or inaction pursuant thereto shall be binding on all the Lenders and the Issuing Lenders. Each The Administrative Agent shall, in the absence of actual knowledge to the contrary, be entitled to rely on any instrument or document believed by it in good faith to be genuine and correct and to have been signed or sent by the proper Person or personsPersons. None of Neither the Agents nor any of their Related Parties directors, officers, employees or agents shall have any responsibility to the Loan Parties any Borrower on account of the failure of or delay in performance or breach by any Lender or Issuing Lender of any of its obligations hereunder or to any Lender or Issuing Lender on account of the failure of or delay in performance or breach by any other Agent, any other Lender or the Loan Parties Issuing Lender or any Borrower of any of their respective obligations hereunder or under any other Loan Document or in connection herewith or therewithherewith. Each The Administrative Agent may execute any and all duties hereunder by or through any of its Related Parties agents or any sub-agent appointed by it employees and shall be entitled to rely upon the advice of legal counsel selected by it with respect to all matters arising hereunder and shall not be liable for any action taken or suffered in good faith by it in accordance with the advice of such counsel. The Lenders and the Issuing Lenders hereby acknowledge that no the Administrative Agent shall be under any no duty to take any discretionary action permitted to be taken by it pursuant to the provisions of any Loan Document this Agreement unless it shall be requested in writing to do so by the Requisite Required Lenders. Subject to the appointment and acceptance of a successor Administrative Agent as provided below, any the Administrative Agent may resign at any time by notifying the Lenders, the Issuing Banks, Lenders and the LC Facility Issuing Bank and BorrowerBorrowers. Upon any such resignation, the Requisite Required Lenders shall have the right to appoint from the Lenders a successor. If no successor shall have been so appointed by the Requisite Required Lenders and shall have accepted such appointment within 30 days after the retiring Administrative Agent gives notice of its resignation, then the retiring Administrative Agent may, on behalf of the Lenders, appoint from the Issuing Banks and the LC Facility Issuing Bank, appoint Lenders a successor Administrative Agent which shall be a bank with an office in New York, New York, having a combined capital and surplus of at least $500.0 million 500,000,000 or an Affiliate affiliate of any such bank, which successor shall be acceptable to CBS (such acceptance not to be unreasonably withheld). Upon the acceptance of any appointment as an Administrative Agent hereunder by such a successor bank, such successor shall succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent and the retiring Administrative Agent shall be discharged from its duties and obligations hereunder. After an the Administrative Agent’s 's resignation hereunder, the provisions of this Article and Section 9.05 9.5 shall continue in effect for its benefit in respect of any actions taken or omitted to be taken by it while it was acting as an Administrative Agent. With respect to the Loans made by it hereunder, each Agent in its individual capacity and not as an Agent shall have the same rights and powers as any other Lender and may exercise the same as though it were not an Agent, and such Agent and its Affiliates may accept deposits from, lend money to and generally engage in any kind of business with Borrower or any Subsidiary or other Affiliate thereof as if it were not an Agent. Each Lender acknowledges that it has, independently and without reliance upon any Agent or any other Lender and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Agreement. Each Lender also acknowledges that it will, independently and without reliance upon any Agent or any other Lender and based on such documents and information as it shall from time to time deem appropriate, continue to make its own decisions in taking or not taking action under or based upon this Agreement or any other Loan Document, any related agreement or any document furnished hereunder or thereunder. Notwithstanding anything to the contrary in this Agreement, neither CGMI and JPMSI, as Joint Lead Arrangers, nor JPMCB as Syndication Agent, in such respective capacities, shall have any obligations, duties or responsibilities, or shall incur any liabilities, under this Agreement or any other Loan Document.

The Agents. Citicorp North America31 28 In order to expedite the transactions contemplated by this Agreement, Inc. The Chase Manhattan Bank is hereby appointed to act as Administrative Agent Agent, and Collateral Agent Chase Manhattan International Limited is hereby appointed to act as London Agent, on behalf of the Lenders. Each of the Lenders and each assignee of any such Lender hereby irrevocably authorizes each of the Agents Agent to take such actions on behalf of such Lender or assignee and to exercise such powers as are specifically delegated to such Agent by the terms and provisions hereof and of the other Loan Documentshereof, together with such actions and powers as are reasonably incidental thereto. Each The Agents are hereby expressly authorized by the Lenders, without hereby limiting any implied authority, to receive on behalf of the Lenders all payments of principal of and interest on the Loans and all other amounts due to the Lenders hereunder, and promptly to distribute to each Lender its proper share of each payment so received. The Administrative Agent is hereby expressly authorized by each Secured Partythe Lenders, without hereby limiting any implied authority, (a) to receive on behalf of the Secured Parties all payments of principal of and interest on the Obligations, all payments and all other amounts due to the Secured Parties hereunder, and promptly to distribute to each Secured Party its proper share of each payment so received; (b) to give notice on behalf of each of the Lenders to the Borrower of any Event of Default specified in this Agreement of which such the Administrative Agent has actual knowledge acquired in connection with its agency hereunder; and (cb) to distribute to each Lender copies of all notices, financial statements and other materials delivered by the Borrower pursuant to this Agreement as received by such the Administrative Agent; (d) to enter into the Security Documents on behalf of the Secured Parties; . Neither Agent, and (e) to claim all Obligations owed to any Secured Party against Borrower in its own name for the purpose of any Security Documents. None of the Agents nor any none of their Related Parties directors, officers, employees or agents, shall be liable to the Lenders any Lender as such for any action taken or omitted to be taken by any of them except to the extent finally judicially determined to have resulted from for its or his or her own gross negligence or willful wilful misconduct, or be responsible for any statement, warranty or representation herein or the contents of any document delivered in connection herewith, or be required to ascertain or to make any inquiry concerning the performance or observance by any Loan Party the Borrower of any of the terms, conditionsconditions (except delivery to the Administrative Agent of the items required by Article IV to be delivered to it), covenants or agreements contained in any Loan Document. Without limiting the foregoing, the Lenders acknowledge that the Collateral Agent will use commercially reasonable efforts to substantially comply with the requirements of the Arizona Blind Trust Act, with respect to Mortgaged Properties located in Arizona, pursuant to advice of Arizona local counsel to Borrower. However, the Collateral Agent will in no event be liable to the Lenders for non-compliance with the Arizona Blind Trust Act or for any consequences therefromthis Agreement. The Agents shall not be responsible to the Lenders for the due execution, genuineness, validity, enforceability or effectiveness of this Agreement or any other Loan Documents or other instruments or agreements. Each Agent The Agents shall in all cases be fully protected in acting, or refraining from acting, in accordance with written instructions signed by the Requisite Required Lenders (or, when expressly required hereby, all the Lenders) and, except as otherwise specifically provided herein, such instructions and any action or inaction pursuant thereto shall be binding on all the Lenders. Each Agent The Agents shall, in the absence of actual knowledge to the contrary, be entitled to rely on any instrument or document believed by it them in good faith to be genuine and correct and to have been signed or sent by the proper Person or personsPersons. None of the Agents nor any Neither Agent, and none of their Related Parties directors, officers, employees or agents, shall have any responsibility to the Loan Parties Borrower on account of the failure of or delay in performance or breach by any Lender of any of its obligations hereunder or to any Lender on account of the failure of or delay in performance or breach by any other Lender or the Loan Parties Borrower of any of their respective obligations hereunder or under any other Loan Document or in connection herewith or therewithherewith. Each Agent The Agents may execute any and all duties hereunder by or through any of its Related Parties agents or any sub-agent appointed by it employees and shall be entitled to rely upon the advice of legal counsel selected by it them with respect to all matters arising hereunder and shall not be liable for any action taken or suffered in good faith by it them in accordance with the advice of such counsel. The Lenders hereby acknowledge that no Agent the Agents shall be under any no duty to take any discretionary action permitted to be taken by it them pursuant to the provisions of any Loan Document this Agreement unless it they shall be requested in writing to do so by the Requisite Required Lenders. Subject to the appointment and acceptance of a successor Administrative Agent or London Agent, as the case may be, as provided below, any either Agent may resign at any time by notifying the Lenders, Lenders and the Issuing Banks, the LC Facility Issuing Bank and Borrower. Upon any such resignation, the Requisite Required Lenders shall have the right to appoint a successor. If no successor shall have been so appointed by the Requisite Required Lenders and shall have accepted such appointment within 30 days after the retiring Agent gives notice of its resignation, then the retiring Agent may, on behalf of the Lenders, the Issuing Banks and the LC Facility Issuing Bank, appoint a successor Agent which shall be a bank with an office in New York, New York, or London, as the case may be, having a combined capital and surplus of at least $500.0 million or an Affiliate of any such bank500,000,000. Upon the acceptance of any appointment as an Agent hereunder by such a successor bank, such successor shall succeed to and become vested with all the rights, powers, privileges and duties of the retiring Agent and the retiring Agent shall be discharged from its duties and obligations hereunder. After an Agent’s resignation hereunder, the provisions of this Article and Section 9.05 shall continue in effect for its benefit in respect of any actions taken or omitted to be taken by it while it was acting as an Agent. With respect to the Loans made by it hereunder, each Agent in its individual capacity and not as an Agent shall have the same rights and powers as any other Lender and may exercise the same as though it were not an Agent, and such Agent and its Affiliates may accept deposits from, lend money to and generally engage in any kind of business with Borrower or any Subsidiary or other Affiliate thereof as if it were not an Agent. Each Lender acknowledges that it has, independently and without reliance upon any Agent or any other Lender and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Agreement. Each Lender also acknowledges that it will, independently and without reliance upon any Agent or any other Lender and based on such documents and information as it shall from time to time deem appropriate, continue to make its own decisions in taking or not taking action under or based upon this Agreement or any other Loan Document, any related agreement or any document furnished hereunder or thereunder. Notwithstanding anything to the contrary in this Agreement, neither CGMI and JPMSI, as Joint Lead Arrangers, nor JPMCB as Syndication Agent, in such respective capacities, shall have any obligations, duties or responsibilities, or shall incur any liabilities, under this Agreement or any other Loan Document.32 29

The Agents. SECTION 8.01. The Agents. Citicorp North America, Inc. is hereby appointed to act as Administrative Agent and Collateral Agent on behalf of the Lenders. Each of the Lenders and each assignee of any such Lender hereby irrevocably authorizes each of the Agents to take such actions on behalf of such Lender or assignee and to exercise such powers as are specifically delegated to such Agent by the terms and provisions hereof and of the other Loan Documents, together with such actions and powers as are reasonably incidental thereto. Each Agent is hereby expressly authorized by each Secured Partythe Lenders, without hereby limiting any implied authority, (a) to receive on behalf of the Secured Parties Lenders all payments of principal of and interest on the ObligationsLoans, all payments and all other amounts due to the Secured Parties Lenders hereunder, and promptly to distribute to each Secured Party Lender its proper share of each payment so received; (b) to give notice on behalf of each of the Lenders to any of the Borrower of any Default specified in this Agreement of which such Agent has actual knowledge acquired in connection with its agency hereunder; and (c) to distribute to each Lender copies of all notices, financial statements and other materials delivered by the Borrower pursuant to this Agreement as received by such Agent; (d) to enter into the Security Documents on behalf of the Secured Parties; and (e) to claim all Obligations owed to any Secured Party against Borrower in its own name for the purpose of any Security Documents. None of the Agents nor any of their Related Parties shall be liable to the Lenders as such for any action taken or omitted to be taken by any of them except to the extent finally judicially determined to have resulted from its or his or her own gross negligence or willful misconduct, or be responsible for any statement, warranty or representation herein or the contents of any document delivered in connection herewith, or be required to ascertain or to make any inquiry concerning the performance or observance by any Loan Party of any of the terms, conditions, covenants or agreements contained in any Loan Document. Without limiting the foregoing, the Lenders acknowledge that the Collateral Agent will use commercially reasonable efforts to substantially comply with the requirements of the Arizona Blind Trust Act, with respect to Mortgaged Properties located in Arizona, pursuant to advice of Arizona local counsel to Borrower. However, the Collateral Agent will in no event be liable to the Lenders for non-compliance with the Arizona Blind Trust Act or for any consequences therefrom. The Agents shall not be responsible to the Lenders for the due execution, genuineness, validity, enforceability or effectiveness of this Agreement or any other Loan Documents or other instruments or agreements. Each Agent shall in all cases be fully protected in acting, or refraining from acting, in accordance with written instructions signed by the Requisite Lenders (or, when expressly required hereby, all the Lenders) and, except as otherwise specifically provided herein, such instructions and any action or inaction pursuant thereto shall be binding on all the Lenders. Each Agent shall, in the absence of actual knowledge to the contrary, be entitled to rely on any instrument or document believed by it in good faith to be genuine and correct and to have been signed or sent by the proper Person person or persons. None of the Agents nor any of their Related Parties shall have any responsibility to the Loan Parties on account of the failure of or delay in performance or breach by any Lender of any of its obligations hereunder or to any Lender on account of the failure of or delay in performance or breach by any other Lender or the Loan Parties of any of their respective obligations hereunder or under any other Loan Document or in connection herewith or therewith. Each Agent may execute any and all duties hereunder by or through any of its Related Parties or any sub-agent appointed by it and shall be entitled to rely upon the advice of legal counsel selected by it with respect to all matters arising hereunder and shall not be liable for any action taken or suffered in good faith by it in accordance with the advice of such counsel. The Lenders hereby acknowledge that no Agent shall be under any duty to take any discretionary action permitted to be taken by it pursuant to the provisions of any Loan Document unless it shall be requested in writing to do so by the Requisite Lenders. Subject to the appointment and acceptance of a successor Agent as provided below, any Agent may resign at any time by notifying the Lenders, the Issuing Banks, the LC Facility Issuing Bank and the Borrower. Upon any such resignation, the Requisite Lenders shall have the right to appoint a successor. If no successor shall have been so appointed by the Requisite Lenders and shall have accepted such appointment within 30 days after the retiring Agent gives notice of its resignation, then the retiring Agent may, on behalf of the Lenders, the Issuing Banks Lenders and the LC Facility Issuing Bank, appoint a successor Agent which shall be a bank with an office in New York, New York, having a combined capital and surplus of at least $500.0 million or an Affiliate of any such bank. Upon the acceptance of any appointment as an Agent hereunder by such a successor bank, such successor shall succeed to and become vested with all the rights, powers, privileges and duties of the retiring Agent and the retiring Agent shall be discharged from its duties and obligations hereunder. After an Agent’s 's resignation hereunder, the provisions of this Article and Section 9.05 10.05 shall continue in effect for its benefit in respect of any actions taken or omitted to be taken by it while it was acting as an Agent. With respect to the Loans made by it hereunder, each Agent in its individual capacity and not as an Agent shall have the same rights and powers as any other Lender and may exercise the same as though it were not an Agent, and such Agent and its Affiliates may accept deposits from, lend money to and generally engage in any kind of business with the Borrower or any Subsidiary or other Affiliate thereof as if it were not an Agent. Each Lender acknowledges that it has, independently and without reliance upon any Agent or any other Lender and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Agreement. Each Lender also acknowledges that it will, independently and without reliance upon any Agent or any other Lender and based on such documents and information as it shall from time to time deem appropriate, continue to make its own decisions in taking or not taking action under or based upon this Agreement or any other Loan Document, any related agreement or any document furnished hereunder or thereunder. Notwithstanding anything to the contrary in this Agreement, neither CGMI and JPMSIHarris, as Joint Lead ArrangersArrangers and Joint Bookrunners, nor JPMCB Harris, a▇ ▇▇▇▇ication Agent, nor CIBC and Rabobank, as Syndication AgentCo-Documenta▇▇▇▇ ▇gents, in such respective capacities, shall have any obligations, duties or responsibilities, or shall incur any liabilities, under this Agreement or any other Loan Document.

The Agents. Citicorp North AmericaIn order to expedite the transactions contemplated by this Agreement, Inc. JPMorgan Chase is hereby appointed to act as Administrative Agent and Collateral CAF Agent on behalf of the LendersLenders and the Fronting Bank. Each of the Lenders and each assignee of any such Lender the Fronting Bank hereby irrevocably authorizes each of the Agents to take such actions on behalf of such Lender or assignee holder and the Fronting Bank and to exercise such powers as are specifically delegated to such Agent the Agents by the terms and provisions hereof and of the other Loan Documentshereof, together with such actions and powers as are reasonably incidental thereto. Each The Administrative Agent is hereby expressly authorized by each Secured Partythe Lenders, the Fronting Bank and the CAF Agent, without hereby limiting any implied authority, (ai) to receive on behalf of the Secured Parties Lenders, the Fronting Bank and the CAF Agent all payments of principal of and interest on the Obligations, all payments Outstanding Credits and all other amounts due to the Secured Parties Lenders, the Fronting Bank and the CAF Agent hereunder, and promptly to distribute to each Secured Party Lender, the Fronting Bank and the CAF Agent its proper share of each payment so received; , (bii) to give notice on behalf of each of the Lenders and the Fronting Bank to the Borrower of any Event of Default specified in this Agreement of which such the Administrative Agent has actual knowledge acquired in connection with its agency hereunder; hereunder and (ciii) to distribute to each Lender and the Fronting Bank copies of all notices, financial statements and other materials delivered by the Borrower pursuant to this Agreement as received by such the Administrative Agent; (d) to enter into the Security Documents on behalf of the Secured Parties; and (e) to claim all Obligations owed to any Secured Party against Borrower in its own name for the purpose of any Security Documents. None of the Agents nor No Agent or any of their Related Parties its directors, officers, employees or agents shall be liable to the Lenders as such for any action taken or omitted to be taken by any of them except to the extent finally judicially determined to have resulted from for its or his or her own gross negligence or willful misconduct, or be responsible for any statement, warranty or representation herein or the contents of any document delivered in connection herewith, or be required to ascertain or to make any inquiry concerning the performance or observance by any Loan Party the Borrower of any of the terms, conditions, covenants or agreements contained in any Loan Document. Without limiting the foregoing, the Lenders acknowledge that the Collateral Agent will use commercially reasonable efforts to substantially comply with the requirements of the Arizona Blind Trust Act, with respect to Mortgaged Properties located in Arizona, pursuant to advice of Arizona local counsel to Borrower. However, the Collateral Agent will in no event be liable to the Lenders for non-compliance with the Arizona Blind Trust Act or for any consequences therefromthis Agreement. The Agents shall not be responsible to the Lenders or the Fronting Bank for the due execution, genuineness, validity, enforceability or effectiveness of this Agreement or any other Loan Documents or other instruments or agreements. Each Agent The Agents may deem and treat the Lender or the Fronting Bank which makes any Extension of Credit as the holder of the indebtedness resulting therefrom for all purposes hereof until it shall have received notice from such Lender or the Fronting Bank (as the case may be), given as provided herein, of the transfer thereof. The Agents shall in all cases be fully protected in acting, or refraining from acting, in accordance with written instructions signed by the Requisite Required Lenders (or, when expressly required hereby, all the Lenders) and, except as otherwise specifically provided herein, such instructions and any action or inaction pursuant thereto shall be binding on all the LendersLenders and the Fronting Bank. Each Agent of the Agents shall, in the absence of actual knowledge to the contrary, be entitled to rely on any instrument or document believed by it in good faith to be genuine and correct and to have been signed or sent by the proper Person person or persons. None of the Agents nor No Agent or any of their Related Parties its directors, officers, employees or agents shall have any responsibility to the Loan Parties Borrower on account of the failure of or delay in performance or breach by the other Agent or any Lender or the Fronting Bank of any of its obligations hereunder or to the other Agent or any Lender or the Fronting Bank on account of the failure of or delay in performance or breach by any other Lender or the Loan Parties Fronting Bank, the other Agent or the Borrower of any of their respective its obligations hereunder or under any other Loan Document or in connection herewith or therewithherewith. Each Agent of the Agents may execute any and all duties hereunder by or through any of its Related Parties agents or any sub-agent appointed by it employees and shall be entitled to rely upon the advice of legal counsel selected by it with respect to all matters arising hereunder and shall not be liable for any action taken or suffered in good faith by it in accordance with the advice of such counsel. The Lenders and the Fronting Bank hereby acknowledge that no Agent neither of the Agents shall be under any duty to take any discretionary action permitted to be taken by it pursuant to the provisions of any Loan Document this Agreement unless it shall be requested in writing to do so by the Requisite Required Lenders. Subject to the appointment and acceptance of a successor Agent as provided below, any either Agent may resign at any time by notifying the Lenders, the Issuing Banks, the LC Facility Issuing Fronting Bank and the Borrower. Upon any such resignation, the Requisite Required Lenders shall have the right to appoint a successorsuccessor Agent acceptable to the Borrower. If no successor shall have been so appointed by the Requisite Required Lenders and shall have accepted such appointment within 30 days after the retiring Agent gives notice of its resignation, then the retiring Agent may, on behalf of the Lenders, the Issuing Banks Lenders and the LC Facility Issuing Fronting Bank, appoint a successor Agent which shall be a bank with an office in New York, New YorkAgent, having a combined capital and surplus of at least $500.0 million 500,000,000 or an Affiliate of any such bank. Upon the acceptance of any appointment as an Agent hereunder by such a successor bank, such successor shall succeed to and become vested with all the rights, powers, privileges and duties of the retiring Agent and the retiring Agent shall be discharged from its duties and obligations hereunder. After an any Agent’s 's resignation hereunder, the provisions of this Article and Section 9.05 8.05 shall continue in effect for its benefit in respect of any actions taken or omitted to be taken by it while it was acting as an Agent. With respect to the Loans Extensions of Credit made by it hereunder, each Agent of the Agents, in its individual capacity and not as an Agent Agent, shall have the same rights and powers as any other Lender and may exercise the same as though it were not an Agent, and such Agent each of the Agents and its their Affiliates may accept deposits from, lend money to and generally engage in any kind of business with the Borrower or any Subsidiary or other Affiliate thereof as if it were not an Agent. Each Lender agrees (i) to reimburse the Agents, on demand, in the amount of its pro rata share (based on its Commitment hereunder or, if the Commitments shall have been terminated, the amount of its Outstanding Credits) of any expenses incurred for the benefit of the Lenders or the Fronting Bank in its role as Agent, including counsel fees and compensation of agents and employees paid for services rendered on behalf of the Lenders or the Fronting Bank, which shall not have been reimbursed by the Borrower and (ii) to indemnify and hold harmless each of the Agents and any of its directors, officers, employees or agents, on demand, in the amount of such pro rata share, from and against any and all liabilities, taxes, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever that may be imposed on, incurred by or asserted against it in any way relating to or arising out of this Agreement or any action taken or omitted by it under this Agreement to the extent the same shall not have been reimbursed by the Borrower; provided that no Lender shall be liable to any Agent for any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements resulting from the gross negligence or willful misconduct of such Agent or any of its directors, officers, employees or agents. Each Lender and the Fronting Bank agrees that any allocation made in good faith by the Agents of expenses or other amounts referred to in this paragraph between this Agreement and the 364-Day Credit Agreement shall be conclusive and binding for all purposes. Each Lender and the Fronting Bank acknowledges that it has, independently and without reliance upon any Agent the Agents or any other Lender or the Fronting Bank and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Agreement. Each Lender and the Fronting Bank also acknowledges that it will, independently and without reliance upon any Agent the Agents or any other Lender or the Fronting Bank and based on such documents and information as it shall from time to time deem appropriate, continue to make its own decisions in taking or not taking action under or based upon this Agreement or any other Loan Document, any related agreement or any document furnished hereunder or thereunder. Notwithstanding anything to the contrary in this AgreementNeither Bank of America, neither CGMI and JPMSIN.A. nor Citibank, N.A. shall, by virtue of its designation as Joint Lead Arrangers"Co-Syndication Agent", nor JPMCB as Syndication Agentshall The Bank of New York, in such respective capacities, shall have any obligations, duties or responsibilities, or shall incur any liabilities, under this Agreement or any other Loan Document.by virtue of its designation as

The Agents. Citicorp North America, Inc. is hereby appointed to act as Administrative Agent and Collateral Agent on behalf of the Lenders. Each of the Lenders and each assignee of any such Lender the Issuing Banks hereby irrevocably appoints the Agents as its agents and authorizes each of the Agents to take such actions on its behalf of such Lender or assignee and to exercise such powers as are specifically delegated to such Agent them by the terms and provisions hereof and of the other Loan Documents, together with such actions and powers as are reasonably incidental thereto. Each Agent is hereby The provisions of this Section 8.01 (other than as expressly authorized by each Secured Party, without hereby limiting any implied authority, (aprovided herein) to receive on behalf of the Secured Parties all payments of principal of and interest on the Obligations, all payments and all other amounts due to the Secured Parties hereunder, and promptly to distribute to each Secured Party its proper share of each payment so received; (b) to give notice on behalf of each of the Lenders to Borrower of any Default specified in this Agreement of which such Agent has actual knowledge acquired in connection with its agency hereunder; (c) to distribute to each Lender copies of all notices, financial statements and other materials delivered by Borrower pursuant to this Agreement as received by such Agent; (d) to enter into the Security Documents on behalf of the Secured Parties; and (e) to claim all Obligations owed to any Secured Party against Borrower in its own name are solely for the purpose of any Security Documents. None benefit of the Agents nor any of their Related Parties shall be liable to and the Lenders as such for any action taken or omitted to be taken by any of them except to the extent finally judicially determined to have resulted from its or his or her own gross negligence or willful misconduct, or be responsible for any statement, warranty or representation herein or the contents of any document delivered in connection herewith, or be required to ascertain or to make any inquiry concerning the performance or observance by any and no Loan Party shall have any rights as a third-party beneficiary of any of the terms, conditions, covenants provisions of this Section 8.01 (other than as expressly provided herein). Notwithstanding any other provision of this Agreement or agreements contained in any provision of any other Loan Document, each of the Joint Lead Arrangers, the Syndication Agent, the Co-Documentation Agents and the Joint Bookrunners are named as such for recognition purposes only, and in their respective capacities as such shall have no duties, responsibilities or liabilities with respect to this Agreement or any other Loan Document; it being understood and agreed that each of the Joint Lead Arrangers, the Syndication Agent, the Co-Documentation Agent and the Joint Bookrunners shall be entitled to all indemnification and reimbursement rights in favor of the Agents provided herein and in the other Loan Documents and all of the other benefits of this Section 8.01. Each of the Syndication Agent, the Co-Documentation Agents and the Joint Lead Arrangers and the Joint Bookrunners, without consent of or notice to any party hereto, may assign any and all of its rights or obligations hereunder to any of its Affiliates. Without limiting limitation of the foregoing, neither the Lenders acknowledge that the Collateral Agent will use commercially reasonable efforts to substantially comply with the requirements of the Arizona Blind Trust Act, with respect to Mortgaged Properties located in Arizona, pursuant to advice of Arizona local counsel to Borrower. HoweverJoint Lead Arrangers, the Collateral Agent will Syndication Agent, the Co-Documentation Agents nor the Joint Bookrunners in no event be liable to the Lenders for non-compliance with the Arizona Blind Trust Act or for any consequences therefrom. The Agents shall not be responsible to the Lenders for the due executiontheir respective capacities as such shall, genuineness, validity, enforceability or effectiveness by reason of this Agreement or any other Loan Documents or other instruments or agreements. Each Agent shall in all cases be fully protected in actingDocument, or refraining from acting, in accordance with written instructions signed by the Requisite Lenders (or, when expressly required hereby, all the Lenders) and, except as otherwise specifically provided herein, such instructions and any action or inaction pursuant thereto shall be binding on all the Lenders. Each Agent shall, in the absence of actual knowledge to the contrary, be entitled to rely on any instrument or document believed by it in good faith to be genuine and correct and to have been signed or sent by the proper Person or persons. None of the Agents nor any of their Related Parties shall have any responsibility to the Loan Parties on account of the failure of or delay in performance or breach by any Lender of any of its obligations hereunder or to any Lender on account of the failure of or delay in performance or breach by any other Lender or the Loan Parties of any of their respective obligations hereunder or under any other Loan Document or in connection herewith or therewith. Each Agent may execute any and all duties hereunder by or through any of its Related Parties or any sub-agent appointed by it and shall be entitled to rely upon the advice of legal counsel selected by it with respect to all matters arising hereunder and shall not be liable for any action taken or suffered in good faith by it in accordance with the advice of such counsel. The Lenders hereby acknowledge that no Agent shall be under any duty to take any discretionary action permitted to be taken by it pursuant to the provisions of any Loan Document unless it shall be requested in writing to do so by the Requisite Lenders. Subject to the appointment and acceptance of a successor Agent as provided below, any Agent may resign at any time by notifying the Lenders, the Issuing Banks, the LC Facility Issuing Bank and Borrower. Upon any such resignation, the Requisite Lenders shall have the right to appoint a successor. If no successor shall have been so appointed by the Requisite Lenders and shall have accepted such appointment within 30 days after the retiring Agent gives notice of its resignation, then the retiring Agent may, on behalf of the Lenders, the Issuing Banks and the LC Facility Issuing Bank, appoint a successor Agent which shall be a bank with an office in New York, New York, having a combined capital and surplus of at least $500.0 million or an Affiliate of any such bank. Upon the acceptance of any appointment as an Agent hereunder by such a successor bank, such successor shall succeed to and become vested with all the rights, powers, privileges and duties of the retiring Agent and the retiring Agent shall be discharged from its duties and obligations hereunder. After an Agent’s resignation hereunder, the provisions of this Article and Section 9.05 shall continue in effect for its benefit fiduciary relationship in respect of any actions taken Lender, Loan Party or omitted to be taken by it while it was acting any other Person. The bank serving as an Agent. With respect to the Loans made by it hereunder, each Administrative Agent in its individual capacity and not as an Collateral Agent shall have the same rights and powers in its capacity as a Lender as any other Lender and may exercise the same as though it were not an the Administrative Agent or Collateral Agent, and such Agent bank and its Affiliates may accept deposits from, lend money to and generally engage in any kind of business with the Borrower or any Subsidiary or other Affiliate thereof as if it were not an the Administrative Agent or Collateral Agent. The Agents shall not have any duties or obligations except those expressly set forth in the Loan Documents. Without limiting the generality of the foregoing, (a) the Agents shall not be subject to any fiduciary or other implied duties, regardless of whether a Default has occurred and is continuing, (b) neither Agent shall have any duty to take any discretionary action or exercise any discretionary powers unless and until such Agent shall have received instructions from the Required Lenders (or such other number or percentage of the Lenders as shall be necessary under the circumstances, as provided in Section 9.02) and, upon receipt of such instructions from Required Lenders (or such other Lenders, as the case may be), such Agent shall be entitled to act or (where so instructed) refrain from acting, or to exercise such power, discretion or authority, in accordance with such instructions and shall not be required to take any action that, in its opinion or the opinion of its counsel, may expose such Agent to liability or that is contrary to any Loan Document or applicable law, and (c) except as expressly set forth in the Loan Documents, the Agents shall not have any duty to disclose, and shall not be liable for the failure to disclose, any information relating to the Borrower or any of the Subsidiaries that is communicated to or obtained by the bank serving as Administrative Agent and Collateral Agent or any of its Affiliates in any capacity. Neither Agent shall be liable for any action taken or not taken by it (i) under or in connection with any Loan Document or (ii) with the consent or at the request of the Required Lenders (or such other number or percentage of the Lenders as shall be necessary under the circumstances as provided in Section 9.02) or in the absence of its own gross negligence or willful misconduct (as determined by a final non-appealable judgment of a court of competent jurisdiction). Neither Agent shall be deemed to have knowledge of any Default unless and until written notice thereof is given to such Agent by the Borrower or a Lender, and neither Agent shall be responsible for or have any duty to ascertain or inquire into (i) any statement, warranty or representation made in or in connection with any Loan Document, (ii) the contents of any certificate, report or other document delivered thereunder or in connection therewith, (iii) the performance or observance of any of the covenants, agreements or other terms or conditions set forth in any Loan Document, (iv) the validity, enforceability, effectiveness or genuineness of any Loan Document or any other agreement, instrument or document or (v) the satisfaction of any condition set forth in Article IV or elsewhere in any Loan Document, other than to confirm receipt of items expressly required to be delivered to such Agent. Each Lender acknowledges that Agent shall be entitled to rely upon, and shall not incur any liability for relying upon, any notice, request, certificate, consent, statement, instrument, document or other writing believed by it has, independently to be genuine and without reliance to have been signed or sent by the proper Person. Each Agent also may rely upon any statement made to it orally or by telephone and believed by it to be made by the proper Person, and shall not incur any liability for relying thereon. The Agents may consult with legal counsel (who may be counsel for the Borrower), independent accountants and other experts selected by them, and shall not be liable for any action taken or not taken by them in accordance with the advice of any such counsel, accountants or experts. Each Agent may perform any and all its duties and exercise its rights and powers by or through any one or more sub-agents appointed by it. Each Agent and any such sub-agent may perform any and all its duties and exercise its rights and powers through its respective Related Parties. The exculpatory provisions of the preceding paragraphs shall apply to any such sub-agent and to the Related Parties of the Agents and any such sub-agent, and shall apply to their respective activities in connection with the syndication of the credit facilities provided for herein as well as activities as Administrative Agent and Collateral Agent. All of the rights, benefits, and privileges (including the exculpatory and indemnification provisions) of this paragraph and of Section 9.03 shall apply to any such sub-agent and to the Related Parties of any such sub-agent, and shall apply to their respective activities as sub-agent as if such sub-agent and Related Parties were named herein. Notwithstanding anything herein to the contrary, with respect to each such sub-agent appointed by an Agent, (i) such sub-agent shall be a third-party beneficiary under this Agreement with respect to all such rights, benefits and privileges (including exculpatory rights and rights to indemnification) and shall have all of the rights and benefits of a third-party beneficiary, including an independent right of action to enforce such rights, benefits and privileges (including exculpatory rights and rights to indemnification) directly, without the consent or joinder of any other Person, against any or all of Loan Parties and the Lenders, (ii) such rights, benefits and privileges (including exculpatory rights and rights to indemnification) of such sub-agent shall not be modified or amended without the consent of such sub-agent, and (iii) such sub-agent shall only have obligations to the Administrative Agent and not to any Loan Party, Lender or any other Person and no Loan Party, Lender and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Agreement. Each Lender also acknowledges that it will, independently and without reliance upon any Agent or any other Person shall have any rights, directly or indirectly, as a third-party beneficiary or otherwise, against such sub-agent. Each Lender, in proportion to its Applicable Aggregate Percentage, severally agrees to indemnify each Agent, Issuing Bank and Swingline Lender, to the extent that such Agent, Issuing Bank or Swingline Lender shall not have been reimbursed by any Loan Party (and based on without limiting its obligation to do so), for and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses (including counsel fees and disbursements) or disbursements of any kind or nature whatsoever which may be imposed on, incurred by or asserted against such documents Agent, Issuing Bank or Swingline Lender in exercising its powers, rights and information remedies or performing its duties hereunder or under the other Loan Documents or otherwise in its capacity as it shall from time such Agent in any way relating to time deem appropriate, continue to make its own decisions in taking or not taking action under or based upon arising out of this Agreement or any the other Loan Documents; provided, that no Lender shall be liable for any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements resulting from such Agent’s, Issuing Bank’s Swingline Lender’s, as applicable gross negligence or willful misconduct, as determined by a final, non-appealable judgment of a court of competent jurisdiction. If any indemnity furnished to any Agent, Issuing Bank or Swingline Lender, for any purpose shall, in the opinion of such Agent, Issuing Bank or Swingline Lender, as applicable, be insufficient or become impaired, such Agent, Issuing Bank or Swingline Lender, as applicable, may call for additional indemnity and cease, or not commence, to do the acts indemnified against until such additional indemnity is furnished; provided, that in no event shall this sentence require any Lender to indemnify any Agent, Issuing Bank or Swingline Lender against any liability, obligation, loss, damage, penalty, action, judgment, suit, cost, expense or disbursement in excess of such Lender’s Applicable Aggregate Revolving Percentage thereof; and provided, further, that this sentence shall not be deemed to require any Lender to indemnify any Agent, Issuing Bank or Swingline Lender against any liability, obligation, loss, damage, penalty, action, judgment, suit, cost, expense or disbursement described in the proviso in the immediately preceding sentence. The Administrative Agent shall have the right to resign at any time by giving prior written notice thereof to the Lenders and the Borrower. The Administrative Agent shall have the right to appoint a financial institution to act as the Administrative Agent and/or the Collateral Agent hereunder, subject to the reasonable satisfaction of the Borrower and the Required Lenders, and the Administrative Agent’s resignation shall become effective on the earlier of (i) the acceptance of such successor Administrative Agent by the Borrower and the Required Lenders or (ii) the thirtieth day after such notice of resignation. Upon any such notice of resignation, if a successor Administrative Agent has not already been appointed by the retiring Administrative Agent, the Required Lenders shall have the right, upon five Business Days’ notice to the Borrower, to appoint a successor Administrative Agent subject to the reasonable satisfaction of the Borrower. If neither the Required Lenders nor the Administrative Agent have appointed a successor Administrative Agent, then the Required Lenders shall be deemed to have succeeded to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent; provided, that until a successor Administrative Agent is so appointed by Required Lenders or the Administrative Agent, the Administrative Agent, by notice to the Borrower and Required Lenders, may retain its role as the Collateral Agent under any Security Document. Upon the acceptance of any appointment as the Administrative Agent hereunder by a successor Administrative Agent, that successor Administrative Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring the Administrative Agent and the retiring the Administrative Agent shall promptly (i) transfer to such successor Administrative Agent all sums, securities and other items of Collateral held under the Security Documents, together with all records and other documents necessary or appropriate in connection with the performance of the duties of the successor Administrative Agent under the Loan Documents, and (ii) execute and deliver to such successor Administrative Agent such amendments to financing statements, and take such other actions, as may be necessary or appropriate in connection with the assignment to such successor Administrative Agent of the security interests created under the Security Documents, whereupon such retiring the Administrative Agent shall be discharged from its duties and obligations hereunder. Except as provided above, any related agreement resignation of Barclays Bank or its successor as Administrative Agent pursuant to this Section 8.01 shall also constitute the resignation of Barclays Bank or its successor as the Collateral Agent. After any document furnished retiring Administrative Agent’s resignation hereunder as Administrative Agent, the provisions of this Section 8.01 shall inure to its benefit as to any actions taken or thereunderomitted to be taken by it while it was the Administrative Agent hereunder. Notwithstanding anything Any successor Administrative Agent appointed pursuant to this paragraph shall, upon its acceptance of such appointment, become the successor Collateral Agent for all purposes hereunder. If Barclays Bank or its successor as Administrative Agent pursuant to this paragraph has resigned as Administrative Agent but retained its role as Collateral Agent and no successor Collateral Agent has become the Collateral Agent pursuant to the contrary immediately preceding sentence, Barclays Bank or its successor may resign as Collateral Agent upon notice to the Borrower and Required Lenders at any time. After any retiring Agent’s resignation hereunder and under the other Loan Documents, the provisions of this Article and Section 9.03 shall continue in this Agreement, neither CGMI and JPMSI, as Joint Lead Arrangers, nor JPMCB as Syndication effect for the benefit of such retiring Agent, its respective Related Parties that at any time acted as a sub-agent in respect of any actions taken or omitted to be taken by any of them while the retiring Agent was acting as Agent. In no event shall a Disqualified Institution be appointed an Agent hereunder. Any resignation of Barclays Bank or its successor as the Administrative Agent pursuant to the preceding paragraph shall also constitute the resignation of Barclays Bank or its successor as the Swingline Lender, and any successor Administrative Agent appointed pursuant to Section 8.01 shall, upon its acceptance of such respective capacitiesappointment, become the successor Swingline Lender for all purposes hereunder. In such event (a) the Borrower shall prepay any outstanding Swingline Loans made by the retiring Administrative Agent in its capacity as Swingline Lender, (b) upon such prepayment, the retiring the Administrative Agent and Swingline Lender shall surrender any Swingline Note held by it to the Borrower for cancellation and (c) the Borrower shall issue, if so requested by the successor Administrative Agent and the Swingline Loan Lender, a new Swingline Note to the successor Administrative Agent and the Swingline Lender, in the principal amount of the Swingline Loan then in effect and with other appropriate insertions. In addition to the foregoing, the Collateral Agent may resign at any time by giving 30 days’ prior written notice thereof to Lenders and the Loan Parties. The Administrative Agent shall have the right to appoint a financial institution as Collateral Agent hereunder, subject to the reasonable satisfaction of the Borrower and the Required Lenders and the Collateral Agent’s resignation shall become effective on the earlier of (a) the acceptance of such successor Collateral Agent by the Borrower and the Required Lenders or (b) the thirtieth day after such notice of resignation. Upon any obligationssuch notice of resignation, duties or responsibilitiesthe Required Lenders shall have the right, or shall incur upon five Business Days’ notice to the Administrative Agent, to appoint a successor Collateral Agent. Upon the acceptance of any liabilities, under this Agreement or any other Loan Document.appointment as Collateral

The Agents. Citicorp North AmericaEach of the Lenders, Inc. is hereby appointed to act as Administrative Agent and Collateral Agent on behalf of the Lenders. Each itself and any of the Lenders its Affiliates that are Secured Parties, and each assignee of any such Lender hereby irrevocably authorizes each of the Agents Issuing Lenders hereby irrevocably appoints the Administrative Agent as its agent hereunder and under the other Loan Documents and authorizes the Administrative Agent to take such actions on its behalf of such Lender or assignee and to exercise such powers as are specifically delegated to such the Administrative Agent by the terms and provisions hereof and of the other Loan Documentsor thereof, together with such actions and powers as are reasonably incidental thereto. Each To the extent required under the laws of any jurisdiction other than the United States of America, each of the Lenders, on behalf of itself and any of its Affiliates that are Secured Parties, and each of the Issuing Lenders hereby grants to the Administrative Agent any required powers of attorney to execute any Security Document governed by the laws of such jurisdiction on such Lender’s or Issuing Lender’s behalf. The provisions of this Article are solely for the benefit of the Administrative Agent and the Lenders (including the Swingline Lender and the Issuing Lenders), and neither the Borrower nor any other Loan Party shall have rights as a third party beneficiary of any of such provisions. It is understood and agreed that the use of the term “agent” as used herein or in any other Loan Documents (or any similar term) with reference to the Administrative Agent is hereby not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable law. Instead, such term is used as a matter of market custom, and is intended to create or reflect only an administrative relationship between independent contracting parties. The Person serving as an Agent hereunder or under the other Loan Documents shall have the same rights and powers in its capacity as a Lender as any other Lender and may exercise the same as though it were not an Agent, and such Person and its Affiliates may accept deposits from, lend money to and generally engage in any kind of business with the Borrower or any Subsidiary or other Affiliate thereof as if it were not an Agent hereunder. Neither Agent shall have any duties or obligations except those expressly authorized by each Secured Party, without hereby set forth herein and in the other Loan Documents. Without limiting any implied authoritythe generality of the foregoing, (a) neither Agent shall be subject to receive on behalf any fiduciary or other implied duties, regardless of the Secured Parties all payments of principal of whether a Default has occurred and interest on the Obligationsis continuing, all payments and all other amounts due to the Secured Parties hereunder, and promptly to distribute to each Secured Party its proper share of each payment so received; (b) neither Agent shall have any duty to give notice on behalf of each take any discretionary action or exercise any discretionary powers, except discretionary rights and powers expressly contemplated hereby or by the other Loan Documents that the respective Agent is required to exercise in writing as directed by the Required Lenders (or such other number or percentage of the Lenders to Borrower of any Default specified as shall be necessary under the circumstances provided in this Agreement of which such Agent has actual knowledge acquired in connection with its agency hereunder; Section 9.02), and (c) except as expressly set forth herein and in the other Loan Documents, neither Agent shall have any duty to distribute to each Lender copies of all noticesdisclose, financial statements and other materials delivered by Borrower pursuant to this Agreement as received by such Agent; (d) to enter into the Security Documents on behalf of the Secured Parties; and (e) to claim all Obligations owed to any Secured Party against Borrower in its own name shall not be liable for the purpose of failure to disclose, any Security Documents. None of information relating to the Agents nor Borrower or any of their Related Parties its Subsidiaries that is communicated to or obtained by the bank serving as an Agent or any of its Affiliates in any capacity. Neither Agent shall be liable to the Lenders as such for any action taken or omitted to be not taken by any it with the consent or at the request of them except to the extent finally judicially determined to have resulted from Required Lenders (or such other number or percentage of the Lenders as shall be necessary under the circumstances provided in Section 9.02) or in the absence of its or his or her own gross negligence or willful misconductmisconduct as determined by a final nonappealable judgment of a court of competent jurisdiction. Neither Agent shall be deemed to have knowledge of any Default unless and until written notice thereof is given to such Agent by the Borrower or a Lender, or and the Administrative Agent shall not be responsible for or have any duty to ascertain or inquire into (i) any statement, warranty or representation herein made in or the contents of any document delivered in connection herewith, or be required to ascertain or to make any inquiry concerning the performance or observance by any Loan Party of any of the terms, conditions, covenants or agreements contained in any Loan Document. Without limiting the foregoing, the Lenders acknowledge that the Collateral Agent will use commercially reasonable efforts to substantially comply with the requirements of the Arizona Blind Trust Act, with respect to Mortgaged Properties located in Arizona, pursuant to advice of Arizona local counsel to Borrower. However, the Collateral Agent will in no event be liable to the Lenders for non-compliance with the Arizona Blind Trust Act or for any consequences therefrom. The Agents shall not be responsible to the Lenders for the due execution, genuineness, validity, enforceability or effectiveness of this Agreement or any other Loan Documents Document, (ii) the contents of any certificate, report or other instruments document delivered hereunder or agreementsthereunder or in connection herewith or therewith, (iii) the performance or observance of any of the covenants, agreements or other terms or conditions set forth herein or therein, (iv) the validity, enforceability, effectiveness or genuineness of this Agreement, any other Loan Document or any other agreement, instrument or document, (v) the creation, perfection or priority of Liens on the Collateral or the existence of the Collateral or (vi) the satisfaction of any condition set forth in Article IV or elsewhere herein or therein, other than to confirm receipt of items expressly required to be delivered to such Agent. Each Agent shall in all cases be fully protected in acting, or refraining from acting, in accordance with written instructions signed by the Requisite Lenders (or, when expressly required hereby, all the Lenders) and, except as otherwise specifically provided herein, such instructions and any action or inaction pursuant thereto shall be binding on all the Lenders. Each Agent shall, in the absence of actual knowledge to the contrary, be entitled to rely on upon, and shall not incur any instrument liability for relying upon, any notice, request, certificate, consent, statement, instrument, document or document other writing believed by it in good faith to be genuine and correct and to have been signed or sent by the proper Person Person. Each Agent also may rely upon any statement made to it orally or persons. None of by telephone and believed by it to be made by the Agents nor proper Person, and shall not incur any of their Related Parties shall have any responsibility to the Loan Parties on account of the failure of or delay in performance or breach by any Lender of any of its obligations hereunder or to any Lender on account of the failure of or delay in performance or breach by any other Lender or the Loan Parties of any of their respective obligations hereunder or under any other Loan Document or in connection herewith or therewithliability for relying thereon. Each Agent may execute any and all duties hereunder by or through any of its Related Parties or any sub-agent appointed by it and shall be entitled to rely upon the advice of consult with legal counsel (who may be counsel for the Borrower), independent accountants and other experts selected by it with respect to all matters arising hereunder it, and shall not be liable for any action taken or suffered in good faith not taken by it in accordance with the advice of any such counsel, accountants or experts. Each Agent may perform any and all of its duties and exercise its rights and powers by or through any one or more sub-agents appointed by such Agent. Each Agent and any such sub-agent may perform any and all its duties and exercise its rights and powers through their respective Related Parties. The Lenders hereby acknowledge that no Agent exculpatory provisions of the preceding paragraphs shall be under apply to any duty to take any discretionary action permitted to be taken by it pursuant such sub-agent and to the provisions Related Parties of each Agent and any Loan Document unless it such sub-agent, and shall be requested apply to their respective activities in writing to do so by connection with the Requisite Lenderssyndication of the credit facilities provided for herein as well as activities as an Agent. Subject to the appointment and acceptance of a successor Agent as provided below, any An Agent may resign at any time by notifying the Lenders, the Issuing Banks, Lenders and the LC Facility Issuing Bank and Borrower. Upon any such resignation, the Requisite Required Lenders shall have the right right, in consultation with the Borrower, to appoint a successorsuccessor to such Agent. If no successor shall have been so appointed by the Requisite Required Lenders and shall have accepted such appointment within 30 days after the retiring Agent gives notice of its resignation, then the retiring Agent’s resignation shall nonetheless become effective and (1) the retiring Agent mayshall be discharged from its duties and obligations hereunder and (2) the Required Lenders shall perform the duties of such Agent (and all payments and communications provided to be made by, on behalf of to or through the Lenders, Administrative Agent shall instead be made by or to each Lender directly) until such time as the Issuing Banks and the LC Facility Issuing Bank, Required Lenders appoint a successor Agent which shall be a bank with an office agent as provided for above in New York, New York, having a combined capital and surplus of at least $500.0 million or an Affiliate of any such bankthis paragraph. Upon the acceptance of any its appointment as an Agent hereunder by such a successor banksuccessor, such successor shall succeed to and become vested with all the rights, powers, privileges and duties of the retiring (or retired) Agent and the retiring Agent shall be discharged from its duties and obligations hereunderhereunder (if not already discharged therefrom as provided above in this paragraph). The fees payable by the Borrower to a successor Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After an Agent’s resignation hereunder, the provisions of this Article and Section 9.05 9.03 shall continue in effect for the benefit of such retiring Agent, its benefit sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by it any of them while it was acting as an Agent. With respect to Each Lender acknowledges and agrees that the Loans extensions of credit made by it hereunder, each Agent in its individual capacity hereunder are commercial loans and letters of credit and not as an Agent shall have the same rights and powers as any other Lender and may exercise the same as though it were not an Agent, and such Agent and its Affiliates may accept deposits from, lend money to and generally engage investments in any kind of a business with Borrower enterprise or any Subsidiary or other Affiliate thereof as if it were not an Agentsecurities. Each Lender acknowledges further represents that it is engaged in making, acquiring or holding commercial loans in the ordinary course of its business and has, independently and without reliance upon any Agent Agent, any arranger of the credit facilities evidenced by this Agreement or any amendment thereof or any other Lender and their respective Related Parties and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this AgreementAgreement as a Lender, and to make, acquire or hold Loans hereunder. Each Lender also acknowledges that it willshall, independently and without reliance upon any Agent Agent, any arranger of the credit facilities evidenced by this Agreement or any amendment thereof or any other Lender and their respective Related Parties and based on such documents and information (which may contain material, non-public information within the meaning of the United States securities laws concerning the Borrower and its Affiliates) as it shall from time to time deem appropriate, continue to make its own decisions in taking or not taking action under or based upon this Agreement or any other Loan DocumentAgreement, any related agreement or any document furnished hereunder or thereunderthereunder and in deciding whether or to the extent to which it will continue as a lender or assign or otherwise transfer its rights, interests and obligations hereunder. Notwithstanding anything herein to the contrary in this Agreementcontrary, neither CGMI and JPMSI, as the Joint Lead Arrangers, nor JPMCB the Joint Bookrunners, the Co-Syndication Agents, the Co-Documentation Agents and the Senior Managing Agents named on the cover page of this Agreement shall not have any duties or liabilities under this Agreement, except in their capacity, if any, as Lenders and except, in the case of the Co-Syndication Agents, as expressly set forth herein. The Lenders are not partners or co-venturers, and no Lender shall be liable for the acts or omissions of, or (except as otherwise set forth herein in case of the Administrative Agent) authorized to act for, any other Lender. The Administrative Agent shall have the exclusive right on behalf of the Lenders to enforce the payment of the principal of and interest on any Loan after the date such principal or interest has become due and payable pursuant to the terms of this Agreement. In its capacity, the Administrative Agent is a “representative” of the Secured Parties within the meaning of the term “secured party” as defined in the UCC. Each Lender authorizes the Administrative Agent to enter into each of the Security Documents to which it is a party and to take all action contemplated by such documents. Each Lender agrees that no Secured Party (other than the Administrative Agent) shall have the right individually to seek to realize upon the security granted by any Security Document, it being understood and agreed that such rights and remedies may be exercised solely by the Administrative Agent for the benefit of the Secured Parties upon the terms of the Security Documents. In the event that any Collateral is hereafter pledged by any Person as collateral security for the Obligations, the Administrative Agent is hereby authorized, and hereby granted a power of attorney, to execute and deliver on behalf of the Secured Parties any Loan Documents necessary or appropriate to grant and perfect a Lien on such Collateral in favor of the Administrative Agent on behalf of the Secured Parties. The Lenders hereby authorize the Administrative Agent, at its option and in its discretion, to release any Lien granted to or held by the Administrative Agent upon any Collateral (i) as described in Section 9.02(d); (ii) as permitted by, but only in accordance with, the terms of the applicable Loan Document; or (iii) if approved, authorized or ratified in writing by the Required Lenders, unless such release is required to be approved by all of the Lenders hereunder. Upon request by the Administrative Agent at any time, the Lenders will confirm in writing the Administrative Agent’s authority to release particular types or items of Collateral pursuant hereto. Upon any sale, transfer or other Disposition to a Person that is not a Loan Party of assets constituting Collateral which is permitted pursuant to the terms of any Loan Document, or consented to in writing by the Required Lenders or all of the Lenders, as applicable, and upon at three (3) Business Days’ (or such shorter period as is acceptable to the Administrative Agent) prior written request by the Borrower to the Administrative Agent, the Administrative Agent shall (and is hereby irrevocably authorized by the Lenders to) execute such documents as may be necessary to evidence the release of the Liens granted to the Administrative Agent for the benefit of the Secured Parties herein or pursuant hereto upon the Collateral that was sold, transferred or otherwise Disposed; provided, however, that (i) the Administrative Agent shall not be required to execute any such document on terms which, in the Administrative Agent’s opinion, would expose the Administrative Agent to liability or create any obligation or entail any consequence other than the release of such Liens without recourse or warranty, and (ii) such release shall not in any manner discharge, affect or impair the Obligations or any Liens upon (or obligations of the Borrower or any Subsidiary in respect of) all interests retained by the Borrower or any Subsidiary, including (without limitation) the proceeds of the sale, all of which shall continue to constitute part of the Collateral. Any execution and delivery by the Administrative Agent of documents in connection with any such release shall be without recourse to or warranty by the Administrative Agent. In case of the pendency of any proceeding with respect to any Loan Party under any Federal, state or foreign bankruptcy, insolvency, receivership or similar law now or hereafter in effect, the Administrative Agent (irrespective of whether the principal of any Loan or any LC Disbursement shall then be due and payable as herein expressed or by declaration or otherwise and irrespective of whether the Administrative Agent shall have made any demand on the Borrower) shall be entitled and empowered (but not obligated) by intervention in such respective capacitiesproceeding or otherwise: (a) to file and prove a claim for the whole amount of the principal and interest owing and unpaid in respect of the Loans, LC Exposure and all other Obligations that are owing and unpaid and to file such other documents as may be necessary or advisable in order to have the claims of the Lenders, the Issuing Lenders and the Administrative Agent (including any claim under Sections 2.12, 2.13, 2.15, 2.16, 2.17 and 9.03) allowed in such judicial proceeding; and (b) to collect and receive any monies or other property payable or deliverable on any such claims and to distribute the same; and any custodian, receiver, assignee, trustee, liquidator, sequestrator or other similar official in any such proceeding is hereby authorized by each Lender, each Issuing Lender and each other Secured Party to make such payments to the Administrative Agent and, in the event that the Administrative Agent shall have consent to the making of such payments directly to the Lenders, the Issuing Lenders or the other Secured Parties, to pay to the Administrative Agent any obligationsamount due to it, duties in its capacity as the Administrative Agent, under the Loan Documents (including under Section 9.03). The Secured Parties hereby irrevocably authorize the Administrative Agent, at the direction of the Required Lenders, to credit bid all or responsibilitiesany portion of the Obligations (including by accepting some or all of the Collateral in satisfaction of some or all of the Obligations pursuant to a deed in lieu of foreclosure or otherwise) and in such manner purchase (either directly or through one or more acquisition vehicles) all or any portion of the Collateral (a) at any sale thereof conducted under the provisions of the Bankruptcy Code, including under Sections 363, 1123 or 1129 of the Bankruptcy Code, or shall incur any liabilities, under this Agreement or similar laws in any other Loan Document.jurisdictions to which a Credit Party is subject, or (b) at any other sale, foreclosure or acceptance of collateral in lieu of debt conducted by (or with the consent or at the direction of) the Administrative Agent (whether by judicial action or otherwise) in accordance with any applicable law. In connection with any such credi

The Agents. Citicorp North AmericaIn order to expedite the transactions contemplated by this Agreement, Inc. each Agent is hereby appointed to act as Administrative Agent and Collateral Agent on behalf of the Lenders. Each of the Lenders and each assignee of any such Lender the Issuing Lenders hereby irrevocably authorizes each of the Agents Administrative Agent to take such actions on its behalf of such Lender or assignee and to exercise such powers as are specifically delegated to such the Administrative Agent by the terms and provisions hereof and of the other Loan Documents, together with such actions and powers as are reasonably incidental thereto. Each The Administrative Agent is hereby expressly authorized by each Secured Partythe Lenders and the Issuing Lenders, without hereby limiting any implied authority, (a) to receive on behalf of the Secured Parties Lenders all payments of principal of and interest on the Obligations, all payments Loans and the LC Disbursements and all other amounts due to the Secured Parties Lenders and Issuing Lenders hereunder, and promptly to distribute to each Secured Party Lender and Issuing Lender its proper share of each payment so received; (b) to give notice on behalf of each of the Lenders to Borrower Westinghouse of any Event of Default specified in this Agreement of which such the Administrative Agent has actual knowledge acquired in connection with its agency hereunder; and (c) to distribute to each Lender and Issuing Lender copies of all notices, financial statements and other materials delivered by Borrower Westinghouse pursuant to this Agreement and the other Loan Documents as received by such the Administrative Agent; (d) to enter into the Security Documents on behalf of the Secured Parties; and (e) to claim all Obligations owed to . Neither any Secured Party against Borrower in its own name for the purpose of any Security Documents. None of the Agents Agent nor any of their Related Parties its directors, officers, employees or agents shall be liable to the Lenders as such for any action taken or omitted to be taken by any of them except to the extent finally judicially determined to have resulted from for its or his or her own gross negligence or willful wilful misconduct, or be responsible for any statement, warranty or representation herein or the contents of any document delivered in connection herewith, or be required to ascertain or to make any inquiry concerning the performance or observance by Westinghouse or any other Loan Party of any of the terms, conditions, covenants or agreements contained in any Loan Document. Without limiting the foregoing, the Lenders acknowledge that the Collateral Agent will use commercially reasonable efforts to substantially comply with the requirements of the Arizona Blind Trust Act, with respect to Mortgaged Properties located in Arizona, pursuant to advice of Arizona local counsel to Borrower. However, the Collateral Agent will in no event be liable to the Lenders for non-compliance with the Arizona Blind Trust Act or for any consequences therefrom. The Agents shall not be responsible to the Lenders for the due execution, genuineness, validity, enforceability or effectiveness of this Agreement or any other Loan Documents or other LAW2:13233 73 68 instruments or agreements. Each The Administrative Agent shall in all cases be fully protected in acting, or refraining from acting, in accordance with written instructions signed by the Requisite Required Lenders (or, when expressly required hereby, all the Lenders) and, except as otherwise specifically provided herein, such instructions and any action or inaction pursuant thereto shall be binding on all the Lenders and the Issuing Lenders. Each The Administrative Agent shall, in the absence of actual knowledge to the contrary, be entitled to rely on any instrument or document believed by it in good faith to be genuine and correct and to have been signed or sent by the proper Person or personsPersons. None of Neither the Agents nor any of their Related Parties directors, officers, employees or agents shall have any responsibility to the any Loan Parties Party on account of the failure of or delay in performance or breach by any Lender or Issuing Lender of any of its obligations hereunder or to any Lender or Issuing Lender on account of the failure of or delay in performance or breach by any other Agent, any other Lender or the Issuing Lender or any Loan Parties Party of any of their respective obligations hereunder or under any other Loan Document or in connection herewith or therewith. Each The Administrative Agent may execute any and all duties hereunder by or through any of its Related Parties agents or any sub-agent appointed by it employees and shall be entitled to rely upon the advice of legal counsel selected by it with respect to all matters arising hereunder and shall not be liable for any action taken or suffered in good faith by it in accordance with the advice of such counsel. The Lenders and the Issuing Lenders hereby acknowledge that no the Administrative Agent shall be under any no duty to take any discretionary action permitted to be taken by it pursuant to the provisions of any Loan Document this Agreement unless it shall be requested in writing to do so by the Requisite Required Lenders. Subject to the appointment and acceptance of a successor Administrative Agent as provided below, any the Administrative Agent may resign at any time by notifying the Lenders, the Issuing Banks, the LC Facility Issuing Bank Lenders and BorrowerWestinghouse. Upon any such resignation, the Requisite Required Lenders shall have the right to appoint from the Lenders a successor. If no successor shall have been so appointed by the Requisite Required Lenders and shall have accepted such appointment within 30 days after the retiring Administrative Agent gives notice of its resignation, then the retiring Administrative Agent may, on behalf of the Lenders, appoint from the Issuing Banks and the LC Facility Issuing Bank, appoint Lenders a successor Administrative Agent which shall be a bank with an office in New York, New York, having a combined capital and surplus of at least $500.0 million 500,000,000 or an Affiliate affiliate of any such bank, which successor shall be acceptable to Westinghouse (such acceptance not to be unreasonably withheld). Upon the acceptance of any appointment as an Administrative Agent hereunder by such a successor bank, such successor shall succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent and the retiring Administrative Agent shall be discharged from its duties and obligations hereunder. After an the Administrative Agent’s 's resignation hereunder, the provisions of this Article and Section 9.05 8.5 shall continue in effect for its benefit in respect of any actions taken or omitted to be taken by it while it was acting as an Administrative Agent. With respect to the Loans made by it them and their LC Exposure hereunder, each Agent the Agents in its their individual capacity and not as an Agent Agents shall have the same rights and powers as any other Lender and may exercise the same as though it they were not an AgentAgents, and such Agent the Agents and its Affiliates their affiliates may accept deposits from, lend money to and generally engage in any kind of business with Borrower Westinghouse or any Subsidiary of its Subsidiaries or other any Affiliate thereof as if it they were not an AgentAgents. Each Lender and Issuing Lender agrees (i) to reimburse the Administrative Agent in the amount of its pro rata share (based on its Total Facility Percentage or, after the date on which the Loans shall have been paid in full, based on its Total Facility Percentage immediately prior to such date) of any reasonable, out-of-pocket expenses incurred for the benefit of the Lenders or the Issuing Lenders by the Administrative Agent, including reasonable counsel fees and compensation of agents LAW2:13233 74 69 and employees paid for services rendered on behalf of the Lenders or the Issuing Lenders, which shall not have been reimbursed by or on behalf of Westinghouse and (ii) to indemnify and hold harmless the Administrative Agent and any of its directors, officers, employees or agents, in the amount of such pro rata share, from and against any and all liabilities, taxes, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever which may be imposed on, incurred by or asserted against it in its capacity as Administrative Agent in any way relating to or arising out of this Agreement or any other Loan Document or any action taken or omitted by it under this Agreement or any other Loan Document, to the extent the same shall not have been reimbursed by or on behalf of Westinghouse, provided that no Lender or Issuing Lender shall be liable to the Administrative Agent or any such director, officer, employee or agent for any portion of such liabilities, taxes, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements resulting from the gross negligence or wilful misconduct of the Administrative Agent or any of its directors, officers, employees or agents. Each Lender and Issuing Lender acknowledges that it has, independently and without reliance upon any Agent the Agents or any other Lender or Issuing Lender and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Agreement. Each Lender and Issuing Lender also acknowledges that it will, independently and without reliance upon any Agent or any other Lender or Issuing Lender and based on such documents and information as it shall from time to time deem appropriate, continue to make its own decisions in taking or not taking action under or based upon this Agreement or any other Loan Document, any and related agreement or any document furnished hereunder or thereunder. Notwithstanding anything The Documentation Agent and the Senior Managing Agents, the Managing Agents, the Co-Agents and the Lead Managers referred to in the contrary in this Agreement, neither CGMI and JPMSI, as Joint Lead Arrangers, nor JPMCB as Syndication Agent, in such respective capacities, signature pages hereof shall not have any obligations, duties or responsibilities, or shall incur any liabilities, under this Agreement or any other Loan Documentresponsibilities hereunder in their respective capacities as such.

The Agents. Citicorp North AmericaCitibank, Inc. N.A. is hereby appointed to act as Administrative Agent and Collateral Agent on behalf of the LendersLenders and Citibank, N.A. accepts such appointments. Each of the Lenders and each assignee of any such Lender hereby irrevocably authorizes each of the Agents Administrative Agent and the Collateral Agent to take such actions on behalf of such Lender or assignee and to exercise such powers as are specifically delegated to such Agent by the terms and provisions hereof and of the other Loan Documents, together with such actions and powers as are reasonably incidental thereto; provided that the Administrative Agent will not be required to take any action that, in its opinion or the opinion of its counsel, may expose the Administrative Agent to liability or that is contrary to any Loan Document or Applicable Law, including for the avoidance of doubt, any action that may be in violation of the automatic stay under any debtor relief law or that may effect a forfeiture, modification or termination of property of a Defaulting Lender in violation of any debtor relief law. Each The Administrative Agent is hereby expressly authorized by each Secured Partythe Lenders, without hereby limiting any implied authority, (a) to receive on behalf of the Secured Parties Lenders all payments of principal of and interest on the ObligationsLoans, all payments and all other amounts due to the Secured Parties Lenders hereunder, and to promptly to distribute to each Secured Party Lender its proper share of each payment so received; (b) to give notice on behalf of each of the Lenders to Borrower of any Default specified in this Agreement of which such Agent it has actual knowledge acquired in connection with its agency hereunder; and (c) to distribute to each Lender copies of all notices, financial statements and other materials delivered by Borrower pursuant to this Agreement as received by such Agent; (d) to enter into the Security Documents on behalf of the Secured Parties; and (e) to claim all Obligations owed to any Secured Party against Borrower in its own name for the purpose of any Security Documentsit. None of the Agents nor any of their Related Parties shall be liable to the Lenders as such for any action taken or omitted to be taken by any of them except to the extent finally judicially determined to have resulted from its or his or her own gross negligence or willful misconduct, or be responsible for any statement, warranty or representation herein or the contents of any document delivered in connection herewith, or be required to ascertain or to make any inquiry concerning the performance or observance by any Loan Party of any of the terms, conditions, covenants or agreements contained in any Loan Document. Without limiting the foregoing, the Lenders acknowledge that the Collateral Agent will use commercially reasonable efforts to substantially comply with the requirements of the Arizona Blind Trust Act, with respect to Mortgaged Properties located in Arizona, pursuant to advice of Arizona local counsel to Borrower. However, the Collateral Agent will in no event be liable to the Lenders for non-compliance with the Arizona Blind Trust Act or for any consequences therefrom. The Agents shall not be responsible to the Lenders for the due execution, genuineness, validity, enforceability or effectiveness of this Agreement or any other Loan Documents or other instruments or agreements. Each Agent shall in all cases be fully protected in acting, or refraining from acting, in accordance with written instructions signed by the Requisite Lenders (or, when expressly required hereby, all the Lenders) and, except as otherwise specifically provided herein, such instructions and any action or inaction pursuant thereto shall be binding on all the Lenders. Each Agent shall, in the absence of actual knowledge to the contrary, be entitled to rely on any instrument or document believed by it in good faith to be genuine and correct and to have been signed or sent by the proper Person person or persons. None of the Agents nor any of their No Agent or its Related Parties shall have any responsibility to the Loan Parties on account of the failure of or delay in performance or breach by any Lender of any of its obligations hereunder or to any Lender on account of the failure of or delay in performance or breach by any other Lender or the Loan Parties of any of their respective obligations hereunder or under any other Loan Document or in connection herewith or therewith. Each Agent may execute any and all duties hereunder by or through any of its Related Parties or any sub-agent appointed by it and shall be entitled to rely upon the advice of legal counsel selected by it with respect to all matters arising hereunder and shall not be liable for any action taken or suffered in good faith by it in accordance with the advice of such counsel. The Lenders hereby acknowledge that no Agent shall be under any duty to take any discretionary action permitted to be taken by it pursuant to the provisions of any Loan Document unless it shall be requested in writing to do so by the Requisite Lenders. Subject to the appointment and acceptance of a successor Agent as provided below, any Agent may resign at any time by notifying the Lenders, the Issuing Banks, the LC Facility Issuing Bank and Borrower. Upon any such resignation, the Requisite Lenders shall have the right to appoint a successor. If no successor shall have been so appointed by the Requisite Lenders and shall have accepted such appointment within 30 days after the retiring Agent gives notice of its resignation, then the retiring Agent may, on behalf of the Lenders, the Issuing Banks Lenders and the LC Facility Issuing Bank, appoint a successor Agent which shall be a bank with an office in New York, New York, having a combined capital and surplus of at least $500.0 million 500,000,000 or an Affiliate of any such bank; provided that if the retiring Agent shall notify Borrower, the Lenders and the Issuing Bank that no qualifying Person has accepted such appointment, then such resignation shall nonetheless become effective in accordance with such notice and (a) the retiring Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documents (except that in case of any collateral security held by the retiring Agent on behalf of the Lenders or the Issuing Bank under any of the Loan Documents, the retiring Agent shall continue to hold such collateral security until such time as a successor Agent is appointed) and (b) all payments, communications and determinations provided to be made by, to or through the Agent shall instead be made by or to each Lender and each Issuing Bank directly, until such time as the Requisite Lenders appoint a successor Agent as provided for above in this Section. Upon the acceptance of any appointment as an Agent hereunder by such a successor bank, such successor shall succeed to and become vested with all the rights, powers, privileges and duties of the retiring Agent and the retiring Agent shall be discharged from its duties and obligations hereunder. After an Agent’s resignation hereunder, the provisions of this Article and Section 9.05 shall continue in effect for its benefit in respect of any actions taken or omitted to be taken by it while it was acting as an Agent. With respect to the Loans made by it hereunder, each Agent in its individual capacity and not as an Agent shall have the same rights and powers as any other Lender and may exercise the same as though it were not an Agent, and such Agent and its Affiliates may accept deposits from, lend money to and generally engage in any kind of business with Borrower or any Subsidiary or other Affiliate thereof as if it were not an Agent. Anything herein to the contrary notwithstanding, if at any time the Requisite Lenders determine that the Person serving as Administrative Agent is (without taking into account any provision in the definition of “Defaulting Lender” requiring notice from the Administrative Agent or any other party) a Defaulting Lender pursuant to clause (v) of the definition thereof, the Requisite Lenders (determined after giving effect to Section 9.08) may by notice to Borrower and such Person remove such Person as Administrative Agent and appoint a replacement Administrative Agent hereunder. Such removal will, to the fullest extent permitted by applicable law, be effective on the earlier of (i) the date a replacement Administrative Agent is appointed and (ii) the date 30 days after the giving of such notice by the Requisite Lenders (regardless of whether a replacement Administrative Agent has been appointed). No Person that obtains the benefits of any Collateral pursuant to a Hedging Agreement and/or Secured Cash Management Agreement shall have any right to notice of any action or to consent to, direct or object to any action hereunder or under any other Loan Document or otherwise in respect of the Collateral (including the release or impairment of any Collateral) other than in its capacity as a Lender and, in such case, only to the extent expressly provided in the Loan Documents. Notwithstanding any other provision hereof, the Administrative Agent shall not be required to verify the payment of, or that other satisfactory arrangements have been made with respect to, Secured Obligations arising under Secured Cash Management Agreements or Hedging Agreements unless the Administrative Agent has received written notice of such Secured Obligations, together with such supporting documentation as the Administrative Agent may request, from the applicable Person. So long as any Lender is a Defaulting Lender, such Lender will not be a Cash Management Bank or Hedge Bank with respect to any Secured Cash Management Agreement or Hedging Agreement entered into while such Lender was a Defaulting Lender. Each Lender acknowledges that it has, independently and without reliance upon any Agent or any other Lender and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Agreement. Each Lender also acknowledges that it will, independently and without reliance upon any Agent or any other Lender and based on such documents and information as it shall from time to time deem appropriate, continue to make its own decisions in taking or not taking action under or based upon this Agreement or any other Loan Document, any related agreement or any document furnished hereunder or thereunder. Notwithstanding anything to the contrary in this Agreement, neither none of CGMI BANA, Barclays, GS, and JPMSIJPM, as Joint Lead Arrangers, nor JPMCB Citi as Syndication AgentAgent nor Citi, BANA, Barclays, GS, and JPM, as Co-Documentation Agents, in such respective capacities, shall have any obligations, duties or responsibilities, or shall incur any liabilities, under this Agreement or any other Loan Document. To the extent required by any applicable law, the Administrative Agent may withhold from any payment to any Lender an amount equivalent to any applicable withholding tax. If the IRS or any other Governmental Authority asserts a claim that the Administrative Agent did not properly withhold any tax from any amounts paid to or for the account of any Lender for any reason (including because the appropriate form was not delivered or was not properly executed or because such Lender failed to notify the Administrative Agent of a change in circumstance which rendered the exemption from, or reduction of, withholding tax ineffective), such Lender shall indemnify the Administrative Agent fully for all amounts paid, directly or indirectly, by the Administrative Agent as tax or otherwise, including any interest, additions to tax and penalties, and together with all expenses (including legal expenses, allocated internal costs and out-of-pocket expenses) incurred. A certificate as to the amount of such payment or liability delivered to any Lender by the Administrative Agent shall be conclusive absent manifest error. Each Lender hereby authorizes the Administrative Agent to set off and apply any and all amounts at any time owing to such Lender under this Agreement or any other Loan Document against any amount due the Administrative Agent under this paragraph. The agreements in this paragraph shall survive the resignation and/or replacement of the Administrative Agent, any assignment of rights by, or the replacement of, a Lender, the termination of the Commitments and the repayment, satisfaction or discharge of all other obligations.

The Agents. Citicorp North AmericaIn order to expedite the transactions contemplated by this Agreement, Inc. CSFB is hereby appointed to act as Administrative Agent and Collateral Agent on behalf of the LendersLenders and the Issuing Bank (for purposes of this Article VIII, the Administrative Agent and the Collateral Agent are referred to collectively as the "Agents"). Each of the Lenders and Lenders, each assignee of any such Lender and the Issuing Bank hereby irrevocably authorizes each of the Agents to take such actions on behalf of such Lender or assignee or the Issuing Bank and to exercise such powers as are specifically delegated to such Agent the Agents by the terms and provisions hereof and of the other Loan Documents, together with such actions and powers as are reasonably incidental thereto. Each The Administrative Agent is hereby expressly authorized by each Secured Partythe Lenders and the Issuing Bank, without hereby limiting any implied authority, (a) to receive on behalf of the Secured Parties Lenders and the Issuing Bank all payments of principal of and interest on the ObligationsLoans, all payments in respect of L/C Disbursements and all other amounts due to the Secured Parties Lenders hereunder, and promptly to distribute to each Secured Party Lender or the Issuing Bank its proper share of each payment so received; (b) to give notice on behalf of each of the Lenders to the Borrower of any Event of Default specified in this Agreement of which such the Administrative Agent has actual knowledge acquired in connection with its agency hereunder; and (c) to distribute to each Lender copies of all notices, financial statements and other materials delivered by Borrower the Company and PHI or any other Loan Party pursuant to this Agreement or the other Loan Documents as received by such the Administrative Agent; (d) . Without limiting the generality of the foregoing, the Agents are hereby expressly authorized to enter into release any Guarantor from its obligations hereunder and under the other Loan Documents and release the Security Documents on behalf Interest in any Collateral, in the event that all the capital stock of the Guarantor, or such Collateral, shall be sold, transferred or otherwise disposed of to a person that is not an Affiliate of the Borrower in a transaction permitted by Section 6.05 hereof, and to execute any and all documents (including releases) with respect to the Collateral and the rights of the Secured Parties; Parties with respect thereto, in each case as contemplated by and (e) to claim all Obligations owed to any Secured Party against Borrower in its own name for accordance with the purpose provisions of any Security this Agreement and the other Loan Documents. None of Neither the Agents nor any of their Related Parties respective directors, officers, employees or agents shall be liable to the Lenders as such for any action taken or omitted to be taken by any of them except to the extent finally judicially determined to have resulted from for its or his or her own gross negligence or willful wilful misconduct, or be responsible for any statement, warranty or representation herein or the contents of any document delivered in connection herewith, or be required to ascertain or to make any inquiry concerning the performance or observance by the Borrower or any other Loan Party of any of the terms, conditions, covenants or agreements contained in any Loan Document. Without limiting the foregoing, the Lenders acknowledge that the Collateral Agent will use commercially reasonable efforts to substantially comply with the requirements of the Arizona Blind Trust Act, with respect to Mortgaged Properties located in Arizona, pursuant to advice of Arizona local counsel to Borrower. However, the Collateral Agent will in no event be liable to the Lenders for non-compliance with the Arizona Blind Trust Act or for any consequences therefrom. The Agents shall not be responsible to the Lenders for the due execution, genuineness, validity, enforceability or effectiveness of this Agreement or any other Loan Documents or other Documents, instruments or agreements. Each Agent The Agents shall in all cases be fully protected in acting, or refraining from acting, in accordance with written instructions signed by the Requisite Required Lenders (or, when expressly required hereby, all the Lenders) and, except as otherwise specifically provided herein, such instructions and any action or inaction pursuant thereto shall be binding on all the Lenders. Each Agent shall, in the absence of actual knowledge to the contrary, be entitled to rely on any instrument or document believed by it in good faith to be genuine and correct and to have been signed or sent by the proper Person person or persons. None of Neither the Agents nor any of their Related Parties respective directors, officers, employees or agents shall have any responsibility to the Company or any other Loan Parties Party on account of the failure of or delay in performance or breach by any Lender or the Issuing Bank of any of its obligations hereunder or to any Lender or the Issuing Bank on account of the failure of or delay in performance or breach by any other Lender or the Issuing Bank or the Company or any other Loan Parties Party of any of their respective obligations hereunder or under any other Loan Document or in connection herewith or therewith. Each Agent of the Agents may execute any and all duties hereunder by or through any of its Related Parties agents or any sub-agent appointed by it employees and shall be entitled enti tled to rely upon the advice of legal counsel selected by it with respect to all matters arising hereunder and shall not be liable for any action taken or suffered in good faith by it in accordance with the advice of such counsel. The Lenders hereby acknowledge that no Agent shall be under any duty to take any discretionary action permitted to be taken by it pursuant to the provisions of any Loan Document this Agreement unless it shall be requested in writing to do so by the Requisite Required Lenders. Subject to the appointment and acceptance of a successor Agent as provided below, any Agent may resign at any time by notifying the Lenders, Lenders and the Issuing Banks, the LC Facility Issuing Bank and BorrowerBorrower in writing. Upon any such resignation, the Requisite Required Lenders shall have the right to appoint a successor. If no successor shall have been so appointed by the Requisite Required Lenders and shall have accepted such appointment within 30 days after the retiring Agent gives notice of its resignation, then the retiring Agent may, on behalf of the Lenders, the Issuing Banks and the LC Facility Issuing Bank, appoint a successor Agent which shall be a bank with an office in New York, New York, having a combined capital and surplus of at least $500.0 million 500,000,000 or an Affiliate of any such bank. Upon the acceptance of any appointment as an Agent hereunder by such a successor bank, such successor shall succeed to and become vested with all the rights, powers, privileges and duties of the retiring Agent and the retiring Agent shall be discharged from its duties and obligations hereunder. After an the Agent’s 's resignation hereunder, the provisions of this Article and Section 9.05 10.05 shall continue in effect for its benefit in respect of any actions taken or omitted to be taken by it while it was acting as an Agent. With respect to the Loans made by it hereunder, each Agent in its individual capacity and not as an Agent shall have the same rights and powers as any other Lender and may exercise the same as though it were not an Agent, and such Agent the Agents and its their Affiliates may accept deposits from, lend money to and generally engage in any kind of business with Borrower the Company or any Subsidiary of the Subsidiaries or other Affiliate thereof as if it were not an Agent. Each Lender agrees (a) to reimburse the Agents, on demand, in the amount of its pro rata share (based on the amount of its Loans and available commitments hereunder) of any expenses incurred for the benefit of the Lenders by the Agents, including counsel fees and compensation of agents and employees paid for services rendered on behalf of the Lenders, that shall not have been reimbursed by the Borrower and (b) to indemnify and hold harmless each Agent and any of its directors, officers, employees or agents, on demand, in the amount of such pro rata share, from and against any and all liabilities, taxes, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever that may be imposed on, incurred by or asserted against it in its capacity as Agent or any of them in any way relating to or arising out of this Agreement or any other Loan Document or action taken or omitted by it or any of them under this Agreement or any other Loan Document, to the extent the same shall not have been reimbursed by the Borrower or any other Loan Party; provided that no Lender shall be liable to an Agent or any such other indemnified person for any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements that are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or wilful misconduct of such Agent or any of its directors, officers, employees or agents. Each Revolving Credit Lender agrees to reimburse each of the Issuing Bank and its directors, officers, employees and agents, in each case, to the same extent and subject to the same limitations as provided above for the Agents. Each Lender acknowledges that it has, independently and without reliance upon any Agent the Agents or any other Lender and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Agreement. Each Lender also acknowledges that it will, independently and without reliance upon any Agent the Agents or any other Lender and based on such documents and information as it shall from time to time deem appropriate, continue to make its own decisions in taking or not taking action under or based upon this Agreement or any other Loan Document, any related agreement or any document furnished hereunder or thereunder. Notwithstanding anything to the contrary in this Agreement, neither CGMI and JPMSI, as Joint Lead Arrangers, nor JPMCB as Syndication Agent, in such respective capacities, shall have any obligations, duties or responsibilities, or shall incur any liabilities, under this Agreement or any other Loan Document.

The Agents. Citicorp North AmericaIn order to expedite the transactions contemplated by this Agreement and the other Credit Documents, Inc. JPMorgan Chase Bank, N.A. is hereby appointed to act as Administrative Agent and Collateral Agent on behalf of the LendersBanks. Each of the Lenders and each assignee of any such Lender Banks hereby irrevocably authorizes each of the Agents Administrative Agent to take such actions on behalf of such Lender or assignee Bank and to exercise such powers as are specifically delegated to such the Administrative Agent by the terms and provisions hereof and or of the any other Loan DocumentsCredit Document, together with such actions and powers as are reasonably incidental thereto. Each The Administrative Agent is hereby expressly authorized by each Secured Partythe Banks, without hereby limiting any implied authority, (a) to receive on behalf of the Secured Parties Banks all payments of principal of and interest on the ObligationsLoans, all payments in respect of any L/C Disbursements and all other amounts due to the Secured Parties Banks hereunder, and promptly to distribute to each Secured Party Bank its proper share of each payment so received; (b) to give notice on behalf of each of the Lenders Banks to the Borrower of any Event of Default specified in this Agreement of which such the Administrative Agent has actual knowledge acquired in connection with its agency hereunder; and (c) to distribute to each Lender Bank copies of all notices, financial statements and other materials delivered by the Borrower pursuant to this Agreement as received by such the Administrative Agent; (d) to enter into the Security Documents on behalf of the Secured Parties; and (e) to claim all Obligations owed to . Neither any Secured Party against Borrower in its own name for the purpose of any Security Documents. None of the Agents Agent nor any of their Related Parties its directors, officers, employees or agents shall be liable to the Lenders as such for any action taken or omitted to be taken by any of them except to the extent finally judicially determined to have resulted from for its or his or her own gross negligence or willful misconduct, or be responsible for any statement, warranty or representation herein or the contents of any document delivered in connection herewith, or be required to ascertain or to make any inquiry concerning the performance or observance by any Loan Party the Borrower of any of the terms, conditions, covenants or agreements contained in this Agreement or any Loan other Credit Document. Without limiting the foregoing, the Lenders acknowledge that the Collateral Neither Agent will use commercially reasonable efforts to substantially comply with the requirements of the Arizona Blind Trust Act, with respect to Mortgaged Properties located in Arizona, pursuant to advice of Arizona local counsel to Borrower. However, the Collateral Agent will in no event be liable to the Lenders for non-compliance with the Arizona Blind Trust Act or for any consequences therefrom. The Agents shall not be responsible to the Lenders Banks for the due execution, genuineness, validity, enforceability or effectiveness of this Agreement or Agreement, any other Loan Documents Credit Document or other instruments or agreements. Each The Administrative Agent may deem and treat the Bank which makes any Loan or the Issuing Bank which issues any Letter of Credit, as the case may be, as the holder of the indebtedness resulting therefrom for all purposes hereof until it shall have received notice from such Bank or Issuing Bank, as the case may be, given as provided herein, of the transfer thereof. The Administrative Agent shall in all cases be fully protected in acting, or refraining from acting, in accordance with written instructions signed by the Requisite Lenders (or, when expressly required hereby, all the Lenders) Required Banks and, except as otherwise specifically provided herein, such instructions and any action or inaction pursuant thereto shall be binding on all the LendersBanks. Each The Administrative Agent shall, in the absence of actual knowledge to the contrary, be entitled to rely on any instrument or document believed by it in good faith to be genuine and correct and to have been signed or sent by the proper Person person or persons. None of Neither the Agents Administrative Agent nor any of their Related Parties its directors, officers, employees or agents shall have any responsibility to the Loan Parties Borrower on account of the failure of or delay in performance or breach by any Lender Bank of any of its obligations hereunder or to any Lender Bank on account of the failure of or delay in performance or breach by any other Lender Bank or the Loan Parties Borrower of any of their respective obligations hereunder or under any other Loan Document or in connection herewith or therewithherewith. Each The Administrative Agent may execute any and all duties hereunder by or through any of its Related Parties agents or any sub-agent appointed by it employees and shall be entitled to rely upon the advice of legal counsel selected by it with respect to all matters arising hereunder or under any other Credit Document and shall not be liable for any action taken or suffered in good faith by it in accordance with the advice of such counsel. The Lenders Banks hereby acknowledge that no the Administrative Agent shall be under any no duty to take any discretionary action permitted to be taken by it pursuant to the provisions of this Agreement or any Loan other Credit Document unless it shall be requested in writing to do so by the Requisite LendersRequired Banks. Subject to the appointment and acceptance of a successor Administrative Agent as provided below, any the Administrative Agent may resign at any time by notifying the Lenders, Banks and the Issuing Banks, the LC Facility Issuing Bank and Borrower. Upon any such resignation, the Requisite Lenders Required Banks shall have the right to appoint a successorsuccessor Administrative Agent acceptable to the Borrower. If no successor shall have been so appointed by the Requisite Lenders Required Banks and shall have accepted such appointment within 30 days after the retiring Administrative Agent gives notice of its resignation, then the retiring Administrative Agent may, on behalf of the Lenders, the Issuing Banks and the LC Facility Issuing BankBanks, appoint a successor Administrative Agent which shall be a bank with an office in New York, New York, having a combined capital and surplus of at least $500.0 million 500,000,000 or an Affiliate of any such bank. Upon the acceptance of any appointment as an Administrative Agent hereunder by such a successor bank, such successor shall succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent and the retiring Administrative Agent shall be discharged from its duties and obligations hereunder. After an the Administrative Agent’s 's resignation hereunder, the provisions of this Article and Section 9.05 11.05 shall continue in effect for its benefit in respect of any actions taken or omitted to be taken by it while it was acting as an Administrative Agent. With respect to the Loans made by it hereunder or the Letters of Credit issued by or participated in by it hereunder, as the case may be, each Agent in its individual capacity and not as an Agent shall have the same rights and powers as any other Lender Bank and may exercise the same as though it were not an Agent, and such each Agent and its Affiliates may accept deposits from, lend money to and generally engage in any kind of business with the Borrower or any Subsidiary or other Affiliate thereof as if it were not an Agent. Each Lender Bank agrees (i) to reimburse each Agent, on demand, in the amount of its pro rata share (based on its Commitment Percentage hereunder) of any expenses incurred for the benefit of the Banks by such Agent, including counsel fees and compensation of agents and employees paid for services rendered on behalf of the Banks, which shall not have been reimbursed by the Borrower, and (ii) to indemnify and hold harmless each Agent and any of its directors, officers, employees or agents, on demand, in the amount of such pro rata share, from and against any and all liabilities, taxes, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever which may be imposed on, incurred by or asserted against it in its capacity as Agent or any of them in any way relating to or arising out of this Agreement, any other Credit Document or any action taken or omitted by it or any of them under this Agreement or any other Credit Document to the extent the same shall not have been reimbursed by the Borrower; PROVIDED that no Bank shall be liable to any Agent for any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements resulting from the gross negligence or willful misconduct of such Agent or any of its directors, officers, employees or agents. Each Bank acknowledges that it has, independently and without reliance upon any the Administrative Agent or any other Lender Bank and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Agreement. Each Lender Bank also acknowledges that it will, independently and without reliance upon any the Administrative Agent or any other Lender Bank and based on such documents and information as it shall from time to time deem appropriate, continue to make its own decisions in taking or not taking action under or based upon this Agreement or any other Loan Document, any related agreement or any document furnished hereunder or thereunder. Notwithstanding anything to Neither the contrary in this Agreement, neither CGMI and JPMSI, as Joint Lead Arrangers, Documentation Agent nor JPMCB as the Syndication Agent, in such respective capacities, Agent shall have any obligations, duties or responsibilities, or shall incur any liabilities, under this Agreement or any other Loan Documentresponsibilities in its capacity as such.