Common use of Actions Clause in Contracts

Actions. Each Lender hereby appoints National City as its Agent under and for purposes of this Agreement, the Notes and each other Loan Document. Each Lender authorizes the Agent to act on behalf of such Lender under this Agreement, the Notes and each other Loan Document and, in the absence of other written instructions from the Required Lenders received from time to time by the Agent (with respect to which the Agent agrees that it will comply, except as otherwise provided in this Section or as otherwise advised by counsel), to exercise such powers hereunder and thereunder as are specifically delegated to or required of the Agent by the terms hereof and thereof, together with such powers as may be reasonably incidental thereto. Each Lender hereby indemnifies (which indemnity shall survive any termination of this Agreement) the Agent, pro rata according to such Lender’s Percentage, from and against any and all liabilities, obligations, losses, damages, claims, costs or expenses of any kind or nature whatsoever which may at any time be imposed on, incurred by, or asserted against, the Agent in any way relating to or arising out of this Agreement, the Notes and any other Loan Document, including reasonable attorneys’ fees, and as to which the Agent is not reimbursed by the Borrower; provided, however, that no Lender shall be liable for the payment of any portion of such liabilities, obligations, losses, damages, claims, costs or expenses which are determined by a court of competent jurisdiction in a final proceeding to have resulted solely from the Agent’s gross negligence or willful misconduct. The Agent shall not be required to take any action hereunder, under the Notes or under any other Loan Document, or to prosecute or defend any suit in respect of this Agreement, the Notes or any other Loan Document, unless it is indemnified hereunder to its satisfaction. If any indemnity in favor of the Agent shall be or become, in the Agent’s determination, inadequate, the Agent may call for additional indemnification from the Lenders and cease to do the acts indemnified against hereunder until such additional indemnity is given.

Actions. Each Lender hereby appoints National City DLJ as its Syndication Agent and Fleet as its Administrative Agent under and for purposes of this Agreement, the Notes and each other Loan Document. Each Lender authorizes the Agent Agents to act on behalf of such Lender under this Agreement, the Notes and each other Loan Document and, in the absence of other written instructions from the Required Lenders received from time to time by the Agent Agents (with respect to which each of the Agent Agents agrees that it will comply, except as otherwise provided in this Section or as otherwise advised by counsel), to exercise such powers hereunder and thereunder as are specifically delegated to or required of the Agent Agents by the terms hereof and thereof, together with such powers as may be reasonably incidental thereto. Each Lender hereby indemnifies (which indemnity shall survive any termination of this Agreement) the AgentAgents, pro rata according to ratably in accordance with their respective Term Loans outstanding and Commitments (or, if no Term Loans or Commitments are at the time outstanding and in effect, then ratably in accordance with the principal amount of Term Loans held by such Lender’s Percentage, and their respective Commitments as in effect in each case on the date of the termination of this Agreement), from and against any and all liabilities, obligations, losses, damages, claims, costs or expenses of any kind or nature whatsoever which may at any time be imposed on, incurred by, or asserted against, any of the Agent Agents in any way relating to or arising out of this Agreement, the Notes and any other Loan Document, including reasonable attorneys’ ' fees, and as to which the any Agent is not reimbursed by the BorrowerBorrower or any other Obligor (and without limiting the obligation of the Borrower or any other Obligor to do so); provided, however, that no Lender shall be liable for the payment of any portion of such liabilities, obligations, losses, damages, claims, costs or expenses which are determined by a court of competent jurisdiction in a final proceeding to have resulted solely from the such Agent’s 's gross negligence or willful misconduct. The Agent Agents shall not be required to take any action hereunder, under the Notes or under any other Loan Document, or to prosecute or defend any suit in respect of this Agreement, the Notes or any other Loan Document, unless it is indemnified hereunder to its satisfaction. If any indemnity in favor of any of the Agent Agents shall be or become, in the such Agent’s 's determination, inadequate, the such Agent may call for additional indemnification from the Lenders and cease to do the acts indemnified against hereunder until such additional indemnity is given.

Actions. Each Lender hereby appoints National City JPMorgan as its Administrative Agent and as its Collateral Agent, under and for purposes of this Agreement, the Notes and each other Loan Document. Each Lender authorizes the each Agent to act on behalf of such Lender under this Agreement, the Notes and each other Loan Document and, in the absence of other written instructions from the Required Lenders received from time to time by the such Agent (with respect to which the each Agent agrees that it will comply, except as otherwise provided in this Section or as otherwise advised by counselcounsel in order to avoid contravention of applicable law), to exercise such powers hereunder and thereunder as are specifically delegated to or required of the such Agent by the terms hereof and thereof, together with such powers as may be reasonably incidental theretothereto (including the release of Liens on assets Disposed of in accordance with the terms of the Loan Documents). Each Lender hereby indemnifies (which indemnity shall survive any termination of this Agreement) the each Agent, pro rata according to such Lender’s Percentageproportionate Total Exposure Amount, from and against any and all liabilities, obligations, losses, damages, claims, costs or expenses of any kind or nature whatsoever which may at any time be imposed on, incurred by, or asserted against, the such Agent in any way relating to or arising out of this Agreement, the Notes and any other Loan Document, Document (including reasonable attorneys’ feesfees and expenses), and as to which the such Agent is not reimbursed by the BorrowerBorrower (and without limiting its obligation to do so); provided, however, provided that no Lender shall be liable for the payment of any portion of such liabilities, obligations, losses, damages, claims, costs or expenses which are determined by a court of competent jurisdiction in a final proceeding to have resulted solely from the such Agent’s gross negligence or willful misconduct. The No Agent shall not be required to take any action hereunder, under the Notes or under any other Loan Document, or to prosecute or defend any suit in respect of this Agreement, the Notes or any other Loan Document, unless it is indemnified hereunder to its reasonable satisfaction. If any indemnity in favor of the any Agent shall be or become, in the such Agent’s determination, inadequate, the such Agent may call for additional indemnification from the Lenders and cease to do the acts indemnified against hereunder until such additional indemnity is given.

Actions. Each Lender and the FEC Counterparty hereby appoints National City Citibank, and insofar as the other Agents have duties under this Agreement, each other Agent, as its Agent agent under and for purposes of this Agreement, the Notes and each other Loan DocumentDocument (other than, in the case of the FEC Counterparty, the FEC Interest Equalization Documents). Each Lender and the FEC Counterparty authorizes the Administrative Agent to act on behalf of such Lender and the FEC Counterparty under this Agreement, the Notes and each other Loan Document (other than, in the case of the FEC Counterparty, the FEC Interest Equalization Documents) and, in the absence of other written instructions from the Required Lenders or the FEC Counterparty, as applicable, received from time to time by the Administrative Agent (with respect to which the Administrative Agent agrees that it will comply, except as otherwise provided in this Section or as otherwise advised by counsel), to exercise such powers hereunder and thereunder as are specifically delegated to or required of the Administrative Agent by the terms hereof and thereof, together with such powers as may be reasonably incidental thereto. Each Lender hereby indemnifies (which indemnity shall survive any termination of this Agreement) the Administrative Agent, pro rata according to such Lender’s Percentage, from and against any and all liabilitiesclaims, obligationsdamages, losses, damagesliabilities and expenses (including, claimswithout limitation, costs or expenses reasonable fees and disbursements of any kind or nature whatsoever which may at any time counsel) that be imposed on, incurred by, by or asserted or awarded against, the Administrative Agent in any way relating to or arising out of this Agreement, the Notes and any other Loan Document, including reasonable attorneys’ fees, and as to which the Agent is not reimbursed Document or any action taken or omitted by the BorrowerAdministrative Agent under this Agreement, the Notes or any other Loan Document; provided, however, provided that no Lender shall be liable for the payment of any portion of such liabilitiesclaims, obligationsdamages, losses, damages, claims, costs or liabilities and expenses which are determined by a court of competent jurisdiction in a final proceeding to have resulted solely from the Administrative Agent’s gross negligence or willful misconduct. Without limitation of the foregoing, each Lender agrees to reimburse the Administrative Agent promptly upon demand for its ratable share of any out-of-pocket expenses (including reasonable counsel fees) incurred by the Administrative Agent in connection with the preparation, execution, delivery, administration, modification, amendment or enforcement (whether through negotiations, legal proceedings or otherwise) of, or legal advice in respect of rights or responsibilities under, this Agreement, to the extent that the Administrative Agent is not reimbursed for such expenses by the Borrower. In the case of any investigation, litigation or proceeding giving rise to any such indemnified costs, this Section applies whether any such investigation, litigation or proceeding is brought by the Administrative Agent, any Lender or a third party. The Administrative Agent shall not be required to take any action hereunder, under the Notes or under any other Loan Document, or to prosecute or defend any suit in respect of this Agreement, the Notes or any other Loan Document, unless it is expressly required to do so under this Agreement or is indemnified hereunder to its satisfaction. If any indemnity in favor of the Administrative Agent shall be or become, in the Administrative Agent’s reasonable determination, inadequate, the Administrative Agent may call for additional indemnification from the Lenders and cease to do the acts indemnified against hereunder until such additional indemnity is given.

Actions. Each Lender hereby appoints National City DLJ as its Syndication Agent and BofA as its Administrative Agent under and for purposes of this Agreement, the Notes and each other Loan Document. Each Lender authorizes the Agent Agents to act on behalf of such Lender under this Agreement, the Notes and each other Loan Document and, in the absence of other written instructions from the Required Lenders received from time to time by the Agent Agents (with respect to which each of the Agent Agents agrees that it will comply, except as otherwise provided in this Section or as otherwise advised by counsel), to exercise such powers hereunder and thereunder as are specifically delegated to or required of the Agent Agents by the terms hereof and thereof, together with such powers as may be reasonably incidental thereto. Each Lender hereby indemnifies (which indemnity shall survive any termination of this Agreement) the AgentAgents, pro rata according to ratably in accordance with their respective Term Loans outstanding and Commitments (or, if no Term Loans or Commitments are at the time outstanding and in effect, then ratably in accordance with the principal amount of Term Loans held by such Lender’s Percentage, and their respective Commitments as in effect in each case on the date of the termination of this Agreement), from and against any and all liabilities, obligations, losses, damages, claims, costs or expenses of any kind or nature whatsoever which may at any time be imposed on, incurred by, or asserted against, either of the Agent Agents in any way relating to or arising out of this Agreement, the Notes and any other Loan Document, including reasonable attorneys’ ' fees, and as to which the any Agent is not reimbursed by the BorrowerBorrower or any other Obligor (and without limiting the obligation of the Borrower or any other Obligor to do so); provided, however, that no Lender shall be liable for the payment of any portion of such liabilities, obligations, losses, damages, claims, costs or expenses which are determined by a court of competent jurisdiction in a final proceeding to have resulted solely from the such Agent’s 's gross negligence or willful misconduct. The Agent Agents shall not be required to take any action hereunder, under the Notes or under any other Loan Document, or to prosecute or defend any suit in respect of this Agreement, the Notes or any other Loan Document, unless it is indemnified hereunder to its satisfaction. If any indemnity in favor of either of the Agent Agents shall be or become, in the such Agent’s 's determination, inadequate, the Agent may call for additional indemnification from the Lenders and cease to do the acts indemnified against hereunder until such additional indemnity is given.

Actions. Each Lender hereby appoints National City SEB as its Agent agent under and for purposes of this Agreement, the Notes and each other Loan Document. Each Lender authorizes the Administrative Agent to act on behalf of such Lender under this Agreement, the Notes and each other Loan Document and, in the absence of other written instructions from the Required Lenders received from time to time by the Administrative Agent (with respect to which the Administrative Agent agrees that it will comply, except as otherwise provided in this Section or as otherwise advised by counsel), to exercise such powers hereunder and thereunder as are specifically delegated to or required of the Administrative Agent by the terms hereof and thereof, together with such powers as may be reasonably incidental thereto. Each Lender hereby indemnifies (which indemnity shall survive any termination of this Agreement) the Administrative Agent, pro rata each of its Affiliates and their respective officers, advisors, directors and employees, according to such Lender’s Percentagepro rata share of the Loans, from and against any and all liabilitiesclaims, obligationsdamages, losses, damagesliabilities and expenses (including, claimswithout limitation, costs or expenses reasonable fees and disbursements of any kind or nature whatsoever which counsel) that may at any time be imposed on, incurred by, by or asserted or awarded against, the Administrative Agent acting in its capacity as Administrative Agent in any way relating to or arising out of this Agreement, the Notes and any other Loan Document, including reasonable attorneys’ fees, and as to which the Agent is not reimbursed Document or any action taken or omitted by the BorrowerAdministrative Agent under this Agreement, the Notes or any other Loan Document; provided, however, provided that no Lender shall be liable for the payment of any portion of such liabilitiesclaims, obligationsdamages, losses, damages, claims, costs or liabilities and expenses which are determined by a court of competent jurisdiction in a final proceeding to have resulted solely from the Administrative Agent’s gross negligence or willful misconduct. Without limitation of the foregoing, each Lender agrees to reimburse the Administrative Agent promptly upon demand for its ratable share of any out-of-pocket expenses (including reasonable counsel fees) incurred by the Administrative Agent in connection with the preparation, execution, delivery, administration, modification, amendment or enforcement (whether through negotiations, legal proceedings or otherwise) of, or legal advice in respect of rights or responsibilities under, this Agreement, to the extent that the Administrative Agent is not reimbursed for such expenses by the Borrower. In the case of any investigation, litigation or proceeding giving rise to any such indemnified costs, this Section applies whether any such investigation, litigation or proceeding is brought by the Administrative Agent, any Lender or a third party. The Administrative Agent shall not be required to take any action hereunder, under the Notes or under any other Loan Document, or to prosecute or defend any suit in respect of this Agreement, the Notes or any other Loan Document, unless it is expressly required to do so under this Agreement or is indemnified hereunder to its satisfaction. If any indemnity in favor of the Administrative Agent shall be or become, in the Administrative Agent’s reasonable determination, inadequate, the Administrative Agent may call for additional indemnification from the Lenders and cease to do the acts indemnified against hereunder until such additional indemnity is given.

Actions. Each Lender hereby appoints National City as its Agent under and for purposes of this Agreement, the Notes and each other Loan Document. Each Lender authorizes the Agent to act on behalf of such Lender under this Agreement, the Notes and each other Loan Document and, in the absence of other written instructions from the Required Lenders received from time to time by the Agent (with respect to which the Agent agrees that it will comply, except as otherwise provided in this Section or as otherwise advised by counsel), to exercise such powers hereunder and thereunder as are specifically delegated to or required of the Agent by the terms hereof and thereof, together with such powers as may be reasonably incidental thereto. Each Lender hereby indemnifies (which indemnity shall survive any termination of this Agreement) the Agent, pro rata according to such Lender’s 's Percentage, from and against any and all liabilities, obligations, losses, damages, claims, costs or expenses of any kind or nature whatsoever which may at any time be imposed on, incurred by, or asserted against, the Agent in any way relating to or arising out of this Agreement, the Notes and any other Loan Document, including reasonable attorneys’ ' fees, and as to which the Agent is not reimbursed by the Borrower; provided, however, that no Lender shall be liable for the payment of any portion of such liabilities, obligations, losses, damages, claims, costs or expenses which are determined by a court of competent jurisdiction in a final proceeding to have resulted solely from the Agent’s 's gross negligence or willful misconduct. The Agent shall not be required to take any action hereunder, under the Notes or under any other Loan Document, or to prosecute or defend any suit in respect of this Agreement, the Notes or any other Loan Document, unless it is indemnified hereunder to its satisfaction. If any indemnity in favor of the Agent shall be or become, in the Agent’s 's determination, inadequate, the Agent may call for additional indemnification from the Lenders and cease to do the acts indemnified against hereunder until such additional indemnity is given.

Actions. Each Lender hereby appoints National City Scotiabank as its Administrative Agent and as a Lead Agent and Book Manager under and for purposes of this Agreement, the Notes and each other Loan Document. Each Lender authorizes the Administrative Agent to act on behalf of such Lender under this Agreement, the Notes Notes, the TLCs, and each other Loan Document and, in the absence of other written instructions from the Required Lenders received from time to time by the Administrative Agent (with respect to which the Administrative Agent agrees that it will comply, except as otherwise provided in this Section or as otherwise advised by counsel), to exercise such powers hereunder and thereunder as are specifically delegated to or required of the Administrative Agent by the terms hereof and thereof, together with such powers as may be reasonably incidental thereto. Each Lender hereby appoints CSFB as the Syndication Agent and as a Lead Agent and Book Manager. Each Lender hereby indemnifies (which indemnity shall survive any termination of this Agreement) the each Agent, pro rata according to ratably in accordance with their respective Term Loans and TLCs outstanding and Commitments (or, if no Term Loans, TLCs or Commitments are at the time outstanding and in effect, then ratably in accordance with the principal amount of Term Loans or, as the case may be, TLCs held by such Lender’s Percentage, and their respective Commitments as in effect in each case on the date of the termination of this Agreement), from and against any and all liabilities, obligations, losses, damages, claims, costs or expenses of any kind or nature whatsoever which may at any time be imposed on, incurred by, or asserted against, the Agent Agents in any way relating to or arising out of this Agreement, the Notes Notes, the TLCs and any other Loan Document, including reasonable attorneys’ ' fees, and as to which the any Agent is not reimbursed by the BorrowerBorrowers or any other Obligor (and without limiting the obligation of the Borrowers or any other Obligor to do so); provided, however, that no Lender shall be liable for the payment of any portion of such liabilities, obligations, losses, damages, claims, costs or expenses which are determined by a court of competent jurisdiction in a final proceeding to have resulted solely from the an Agent’s 's gross negligence or willful misconduct. The Agent Agents shall not be required to take any action hereunder, under the Notes Notes, the TLCs or under any other Loan Document, or to prosecute or defend any suit in respect of this Agreement, the Notes Notes, the TLCs or any other Loan Document, unless it is indemnified hereunder to its satisfaction. If any indemnity in favor of the Agent Agents shall be or become, in the any Agent’s 's determination, inadequate, the any Agent may call for additional indemnification from the Lenders and cease to do the acts indemnified against hereunder until such additional indemnity is given. Notwithstanding the foregoing, the Lead Arrangers and Book Managers shall have no duties, obligations or liabilities under any Loan Document.

Actions. Each Lender hereby appoints National City Scotiabank as its Administrative Agent and as a Lead Agent and Book Manager under and for purposes of this Agreement, the Notes and each other Loan Document. Each Lender authorizes the Administrative Agent to act on behalf of such Lender under this Agreement, the Notes Notes, the TLCs, and each other Loan Document and, in the absence of other written instructions from the Required Lenders received from time to time by the Administrative Agent (with respect to which the Administrative Agent agrees that it will comply, except as otherwise provided in this Section or as otherwise advised by counsel), to exercise such powers hereunder and thereunder as are specifically delegated to or required of the Administrative Agent by the terms hereof and thereof, together with such powers as may be reasonably incidental thereto. Each Lender hereby appoints CSFB as the Syndication Agent and as a Lead Agent and Book Manager. Each Lender hereby indemnifies (which indemnity shall survive any termination of this Agreement) the each Agent, pro rata according to ratably in accordance with their respective Term Loans and TLCs outstanding and Commitments (or, if no Term Loans, TLCs or Commitments are at the time outstanding and in effect, then ratably in accordance with the principal amount of Term Loans or, as the case may be, TLCs held by such Lender’s Percentage, and their respective Commitments as in effect in each case on the date of the termination of this Agreement), from and against any and all liabilities, obligations, losses, damages, claims, costs or expenses of any kind or nature whatsoever which may at any time be imposed on, incurred by, or asserted against, the Agent Agents in any way relating to or arising out of this Agreement, the Notes Notes, the TLCs and any other Loan Document, including reasonable attorneys’ ' fees, and as to which the any Agent is not reimbursed by the BorrowerBorrowers or any other Obligor (and without limiting the obligation of the Borrowers or any other Obligor to do so); providedPROVIDED, howeverHOWEVER, that no Lender shall be liable for the payment of any portion of such liabilities, obligations, losses, damages, claims, costs or expenses which are determined by a court of competent jurisdiction in a final proceeding to have resulted solely from the an Agent’s 's gross negligence or willful misconduct. The Agent Agents shall not be required to take any action hereunder, under the Notes Notes, the TLCs or under any other Loan Document, or to prosecute or defend any suit in respect of this Agreement, the Notes Notes, the TLCs or any other Loan Document, unless it is indemnified hereunder to its satisfaction. If any indemnity in favor of the Agent Agents shall be or become, in the any Agent’s 's determination, inadequate, the any Agent may call for additional indemnification from the Lenders and cease to do the acts indemnified against hereunder until such additional indemnity is given. Notwithstanding the foregoing, the Lead Arrangers and Book Managers shall have no duties, obligations or liabilities under any Loan Document.

Actions. Each Lender hereby appoints National City RBN as its Agent under and for purposes of this Agreement, the Notes and each other Loan Agreement Document. Each Lender authorizes the Agent to act on behalf of such Lender under this Agreement, the Notes and each other Loan Agreement Document and, in the absence of other written instructions from the Required Lenders received from time to time by the Agent (with respect to which the Agent agrees that it will comply, except as otherwise provided in this Section or as otherwise advised by counsel), to exercise such powers hereunder and thereunder as are specifically delegated to or required of the Agent by the terms hereof and thereof, together with such powers as may be reasonably incidental thereto. Each Lender hereby indemnifies (which indemnity shall survive any termination of this Agreement) the Agent, pro rata according to such Lender’s 's Percentage, from and against any and all liabilities, obligations, losses, damages, claims, costs or expenses of any kind or nature whatsoever which may at any time be imposed on, incurred by, or asserted against, the Agent in any way relating to or arising out of this Agreement, the Notes and any other Loan Agreement Document, including reasonable attorneys’ ' fees, and as to which the Agent is not reimbursed by the Borrower; provided, however, that no Lender shall be liable for the payment of any portion of such liabilities, obligations, losses, damages, claims, costs or expenses which are determined by a court of competent jurisdiction in a final proceeding to have resulted solely from the Agent’s 's gross negligence or willful wilful misconduct. The Agent shall not be required to take any action hereunder, under the Notes or under any other Loan Agreement Document, or to prosecute or defend any suit in respect of this Agreement, the Notes or any other Loan Agreement Document, unless it is indemnified hereunder to its satisfaction. If any indemnity in favor of the Agent shall be or become, in the Agent’s 's determination, inadequate, the Agent may call for additional indemnification from the Lenders and cease to do the acts indemnified against hereunder until such additional indemnity is given.

Actions. Each Lender hereby appoints National City JPMCB as its Administrative Agent and Collateral Agent under and for purposes of this Agreement, the Notes and each other Loan Document. Each Lender authorizes the each Agent to act on behalf of such Lender under this Agreement, the Notes and each other Loan Document (including the Administrative Agent holding on such Lender’s behalf any Notes) and, in the absence of other written instructions from the Required Lenders received from time to time by the Agent (with respect to which the each Agent agrees agree that it they will comply, except as otherwise provided in this Section or as otherwise advised by counselcounsel in order to avoid contravention of applicable law), to exercise such powers hereunder and thereunder as are specifically delegated to or required of the Agent by the terms hereof and thereof, together with such powers as may be reasonably incidental theretothereto (including the release of Liens on assets Disposed of in accordance with the terms of the Loan Documents). Each Lender hereby indemnifies (which indemnity shall survive any termination of this Agreement) the AgentAgents, pro rata according to such Lender’s Percentageproportionate Total Exposure Amount, from and against any and all liabilities, obligations, losses, damages, claims, costs or expenses of any kind or nature whatsoever which may at any time be imposed on, incurred by, or asserted against, the Agent Agents in any way relating to or arising out of this Agreement, the Notes and any other Loan Document, (including reasonable attorneys’ feesfees and disbursements), and as to which the Agent is Agents are not reimbursed by the Borrower; provided, however, that no Lender shall be liable for the payment of any portion of such liabilities, obligations, losses, damages, claims, costs or expenses which are determined by a court of competent jurisdiction in a final proceeding to have resulted solely the extent resulting from the Agent’s gross negligence or willful misconduct. The Each Agent shall not be required to take any action hereunder, under the Notes or under any other Loan Document, or to prosecute or defend any suit in respect of this Agreement, the Notes or any other Loan Document, unless it is indemnified hereunder to its satisfaction. If any indemnity in favor of the an Agent shall be or become, in the Agent’s determination, determination inadequate, the such Agent may call for additional indemnification from the Lenders and cease to do the acts indemnified against hereunder until such additional indemnity is given.

Actions. Each Lender hereby appoints National City ABN as its Agent under and for purposes of this Agreement, the Notes and each other Loan Document. Each Lender authorizes the Agent to act on behalf of such Lender under this Agreement, the Notes and each other Loan Document and, in the absence of other written instructions from the Required Lenders received from time to time by the Agent (with respect to which the Agent agrees that it will comply, except as otherwise provided in this Section or as otherwise advised by counsel), to exercise such powers hereunder and thereunder as are specifically delegated to or required of the Agent by the terms hereof and thereof, together with such powers as may be reasonably incidental thereto. Each Lender hereby indemnifies (which indemnity shall survive any termination of this Agreement) the Agent, pro rata according to such Lender’s 's Percentage, from and against any and all liabilities, obligations, losses, damages, claims, costs or expenses of any kind or nature whatsoever which may at any time be imposed on, incurred by, or asserted against, the Agent in any way relating to or arising out of this Agreement, the Notes and any other Loan Document, including reasonable attorneys’ ' fees, and as to which the Agent is not reimbursed by the BorrowerBorrowers; provided, however, that no Lender shall be liable for the payment of any portion of such liabilities, obligations, losses, damages, claims, costs or expenses which are determined by a court of competent jurisdiction in a final proceeding to have resulted solely from the Agent’s 's gross negligence or willful wilful misconduct. The Agent shall not be required to take any action hereunder, under the Notes or under any other Loan Document, or to prosecute or defend any suit in respect of this Agreement, the Notes or any other Loan Document, unless it is indemnified hereunder to its satisfaction. If any indemnity in favor of the Agent shall be or become, in the Agent’s 's determination, inadequate, the Agent may call for additional indemnification from the Lenders and cease to do the acts indemnified against hereunder until such additional indemnity is given.

Actions. Each Lender hereby appoints National City Credit Suisse First Boston as its Administrative Agent under and for purposes of this Agreement, the Notes and each other Loan Document. Each Lender authorizes the Administrative Agent to act on behalf of such Lender under this Agreement, the Notes and each other Loan Document and, in the absence of other written instructions from the Required Lenders received from time to time by the Administrative Agent (with respect to which the Administrative Agent agrees that it will comply, except as otherwise provided in this Section or as otherwise advised by counselcounsel in order to avoid contravention of applicable law), to exercise such powers hereunder and thereunder as are specifically delegated to or required of the Administrative Agent by the terms hereof and thereof, together with such powers as may be reasonably incidental thereto. Each Lender hereby indemnifies (which indemnity shall survive any termination of this Agreement) the Agent, each Agent pro rata according to such Lender’s 's Percentage, from and against any and all liabilities, obligations, losses, damages, claims, costs or expenses of any kind or nature whatsoever which may at any time be imposed on, incurred by, or asserted against, the such Agent in any way relating to or arising out of this Agreement, the Notes and any other Loan Document, including reasonable attorneys’ ' fees, and as to which the such Agent is not reimbursed by the BorrowerBorrowers; provided, however, that no Lender shall be liable for the payment of any portion of such liabilities, obligations, losses, damages, claims, costs or expenses which are determined by a court of competent jurisdiction in a final proceeding to have resulted solely from the such Agent’s 's gross negligence or willful misconduct. The No Agent shall not be required to take any action hereunder, under the Notes or under any other Loan Document, or to prosecute or defend any suit in respect of this Agreement, the Notes or any other Loan Document, unless it such Agent is indemnified hereunder to its satisfaction. If any indemnity in favor of the either Agent shall be or become, in the such Agent’s 's determination, inadequate, the such Agent may call for additional indemnification from the Lenders and cease to do the acts indemnified against hereunder until such additional indemnity is given.

Actions. Each Lender hereby appoints National City the Administrative Agent as its Administrative Agent under and for purposes of this Agreement, the Notes and each other Loan Document. Each Lender authorizes the Administrative Agent to act on behalf of such Lender under this Agreement, the Notes and each other Loan Document and, in the absence of other written instructions from the Required Lenders received from time to time by the Administrative Agent (with respect to which the Administrative Agent agrees that it will comply, except as otherwise provided in this Section 9.1 or as otherwise advised by counselcounsel in order to avoid contravention of applicable law), to exercise such powers hereunder and thereunder as are specifically delegated to or required of the Administrative Agent by the terms hereof and thereof, together with such powers as may be reasonably incidental theretothereto (including the release of Liens on assets Disposed of in accordance with the terms of the Loan Documents). Each Lender hereby indemnifies (which indemnity shall survive any termination of this Agreement) the Administrative Agent, pro rata according to such Lender’s Percentageproportionate Total Exposure Amount, from and against any and all liabilities, obligations, losses, damages, claims, costs or expenses of any kind or nature whatsoever which may at any time be imposed on, incurred by, or asserted against, the Administrative Agent in any way relating to or arising out of this Agreement, the Notes and any other Loan Document, (including reasonable attorneys’ fees), and as to which the Administrative Agent is not reimbursed by the BorrowerBorrowers; providedprovided that, however, that no Lender shall be liable for the payment of any portion of such liabilities, obligations, losses, damages, claims, costs or expenses which are determined by a court of competent jurisdiction in a final proceeding to have resulted solely from the Administrative Agent’s gross negligence or willful misconduct. The Administrative Agent shall not be required to take any action hereunder, under the Notes or under any other Loan Document, or to prosecute or defend any suit in respect of this Agreement, the Notes or any other Loan Document, unless it is indemnified hereunder to its satisfaction. If any indemnity in favor of the Administrative Agent shall be or become, in the Administrative Agent’s determination, inadequate, the Administrative Agent may call for additional indemnification from the Lenders and cease to do the acts indemnified against hereunder until such additional indemnity is given.

Actions. Each Lender hereby appoints National City Bank of Montreal as its Agent under and for purposes of this Agreement, the Notes Notes, the Letters of Credit and each other Loan Document. Each Lender authorizes the Agent and each Issuer to act on behalf of such Lender under this Agreement, the Notes Notes, the Letters of Credit and each other Loan Document and, in the absence of other written instructions from the Required Lenders received from time to time by the Agent (with respect to which the Agent agrees that it will comply, except as otherwise provided in this Section or as otherwise advised by counsel), to exercise such powers hereunder and thereunder as are specifically delegated to or required of the Agent or such Issuer by the terms hereof and thereof, together with such powers as may be reasonably incidental thereto. Each Lender hereby indemnifies (which indemnity shall survive any termination of this Agreement) the Agent, pro rata according to such Lender’s 's Percentage, from and against any and all liabilities, obligations, losses, damages, claims, costs or expenses of any kind or nature whatsoever which may at any time be imposed on, incurred by, or asserted against, the Agent or such Issuer in any way relating to or arising out of its services as Agent under this Agreement, the Notes Notes, the Letters of Credit and any other Loan Document, including reasonable attorneys’ ' fees, and as to which the Agent or such Issuer is not reimbursed by the Borrower; provided, however, that no Lender shall be liable for the payment of any portion of such liabilities, obligations, losses, damages, claims, costs or expenses which are determined by a court of competent jurisdiction in a final proceeding to have resulted solely from the Agent’s 's gross negligence or willful wilful misconduct. The Agent or any Issuer shall not be required to take any action hereunder, under the Notes under the Letters of Credit or under any other Loan Document, or to prosecute or defend any suit in respect of this Agreement, the Notes Notes, the Letters of Credit or any other Loan Document, unless it is indemnified hereunder to its satisfaction. If any indemnity in favor of the Agent or any Issuer shall be or become, in the Agent’s 's determination, inadequate, the Agent or such Issuer may call for additional indemnification from the Lenders and cease to do the acts indemnified against hereunder until such additional indemnity is given.

Actions. Each Revolving Loan Lender hereby appoints National City as its Revolving Loan Administrative Agent under and for purposes of this Agreementeach Loan Document, the Notes each Term Loan Lender hereby appoints CS as its Term Loan Administrative Agent under and for purposes of each Loan Document, and each other Lender hereby appoints National City as its Collateral Agent under and for purposes of each Loan Document. Each Lender authorizes the such Agent to act on behalf of such Lender under this Agreement, the Notes and each other Loan Document and, in the absence of other written instructions from the Required Lenders received from time to time by the such Agent (with respect to which the each Agent agrees that it will comply, except as otherwise provided in this Section or as otherwise advised by counselcounsel in order to avoid contravention of applicable law), to exercise such powers hereunder and thereunder as are specifically delegated to or required of the such Agent by the terms hereof and thereof, together with such powers as may be reasonably incidental theretothereto (including the release of Liens on assets Disposed of in accordance with the terms of the Loan Documents). Each Lender hereby indemnifies (which indemnity shall survive any termination of this Agreement) the each Agent, pro rata according to such Lender’s Percentageproportionate Total Exposure Amount, from and against any and all liabilities, obligations, losses, damages, claims, costs or expenses of any kind or nature whatsoever which may at any time be imposed on, incurred by, or asserted against, the such Agent in any way relating to or arising out of this Agreement, the Notes and any other Loan Document, (including reasonable attorneys’ fees), and as to which the such Administrative Agent is not reimbursed by the BorrowerBorrowers; provided, however, provided that no Lender shall be liable for the payment of any portion of such liabilities, obligations, losses, damages, claims, costs or expenses which are determined by a court of competent jurisdiction in a final proceeding to have resulted solely from the such Agent’s gross negligence or willful misconduct. The No Agent shall not be required to take any action hereunder, under the Notes or under any other Loan Document, or to prosecute or defend any suit in respect of this Agreement, the Notes or any other Loan Document, unless it is indemnified hereunder to its satisfaction. If any indemnity in favor of the any Agent shall be or become, in the such Agent’s determination, inadequate, the Agent may call for additional indemnification from the Lenders and cease to do the acts indemnified against hereunder until such additional indemnity is given.

Actions. Each Lender hereby appoints National City DLJ as its Syndication Agent, BTCo as its Administrative Agent and CSFB as its Documentation Agent under and for purposes of this Agreement, the Notes Agreement and each other Loan Document. Each Lender authorizes the Agent Agents to act on behalf of such Lender under this Agreement, the Notes Agreement and each other Loan Document and, in the absence of other written instructions from the Required Lenders received from time to time by the Agent Agents (with respect to which each of the Agent Agents agrees that it will comply, except as otherwise provided in this Section or as otherwise advised by counsel), to exercise such powers hereunder and thereunder as are specifically delegated to or required of the Agent Agents by the terms hereof and thereof, together with such powers as may be reasonably incidental thereto. Each Lender hereby indemnifies (which indemnity shall survive any termination of this Agreement) the AgentAgents, pro rata according to ratably in accordance with their respective Term Loans outstanding and Commitments (or, if no Term Loans or Commitments are at the time outstanding and in effect, then ratably in accordance with the principal amount of Term Loans held by such Lender’s Percentage, and their respective Commitments as in effect in each case on the date of the termination of this Agreement), from and against any and all liabilities, obligations, losses, damages, claims, costs or expenses of any kind or nature whatsoever which may at any time be imposed on, incurred by, by or asserted against, any of the Agent Agents in any way relating to or arising out of this Agreement, the Notes Agreement and any other Loan Document, including reasonable attorneys’ ' fees, and as to which the any Agent is not reimbursed by the BorrowerCompany or any other Obligor (and without limiting the obligation of the Company or any other Obligor to do so); provided, however, that no Lender shall be liable for the payment of any portion of such liabilities, obligations, losses, damages, claims, costs or expenses which are determined by a court of competent jurisdiction in a final proceeding to have resulted solely from the such Agent’s 's gross negligence or willful misconduct. The Agent Agents shall not be required to take any action hereunder, under the Notes hereunder or under any other Loan Document, or to prosecute or defend any suit in respect of this Agreement, the Notes Agreement or any other Loan Document, unless it is indemnified hereunder to its satisfaction. If any indemnity in favor of any of the Agent Agents shall be or become, in the such Agent’s 's determination, inadequate, the Agent may call for additional indemnification from the Lenders and cease to do the acts indemnified against hereunder until such additional indemnity is given.

Actions. Each Lender hereby appoints National City JPMorgan as its Administrative Agent under and for purposes of this Agreement, the Notes and each other Loan Document. Each Lender authorizes the Administrative Agent to act on behalf of such Lender under this Agreement, the Notes and each other Loan Document and, in the absence of other written instructions from the Required Lenders received from time to time by the Administrative Agent (with respect to which the Administrative Agent agrees that it will comply, except as otherwise provided in this Section or as otherwise advised by counselcounsel in order to avoid contravention of applicable law), to exercise such powers hereunder and thereunder as are specifically delegated to or required of the Administrative Agent by the terms hereof and thereof, together with such powers as may be reasonably incidental thereto. Each Lender hereby indemnifies (which indemnity shall survive any termination of this Agreement) the Administrative Agent, pro rata according to such Lender’s Percentageproportionate Total Exposure Amount, from and against any and all liabilities, obligations, losses, damages, claims, costs or expenses of any kind or nature whatsoever which may at any time be imposed on, incurred by, or asserted against, the Administrative Agent in any way relating to or arising out of this Agreement, the Notes and any other Loan Document, Document (including reasonable attorneys’ fees), and as to which the Administrative Agent is not reimbursed by the Borrower; provided, however, provided that no Lender shall be liable for the payment of any portion of such liabilities, obligations, losses, damages, claims, costs or expenses which are determined by a court of competent jurisdiction in a final proceeding to have resulted solely from the Administrative Agent’s gross negligence or willful misconduct. The Administrative Agent shall not be required to take any action hereunder, under the Notes or under any other Loan Document, or to prosecute or defend any suit in respect of this Agreement, the Notes or any other Loan Document, unless it is indemnified hereunder to its satisfaction. If any indemnity in favor of the Administrative Agent shall be or become, in the Administrative Agent’s determination, inadequate, the Administrative Agent may call for additional indemnification from the Lenders and cease to do the acts indemnified against hereunder until such additional indemnity is given. The Administrative Agent is authorized to release collateral that is permitted to be sold or released pursuant to the terms of the Loan Documents.

Actions. Each Lender and Issuer hereby appoints National City RBS as its Administrative Agent under and for purposes of this Agreement, the Notes and each other Loan Document. Each Lender authorizes the Administrative Agent to act on behalf of such Lender under this Agreement, the Notes and each other Loan Document and to appoint other agents or sub-agents to assist in its actions under the Loan Documents and, in the absence of other written instructions from the Required Lenders received from time to time by the Administrative Agent (with respect to which the Administrative Agent agrees that it will comply, except as otherwise provided in this Section or as otherwise advised by counselcounsel in order to avoid contravention of applicable law), to exercise such powers hereunder and thereunder as are specifically delegated to or required of the Administrative Agent by the terms hereof and thereof, together with such powers as may be reasonably incidental theretothereto (including the release of Liens on assets Disposed of in accordance with the terms of the Loan Documents). Each Lender hereby indemnifies (which indemnity shall survive any termination of this Agreement) the Administrative Agent, pro rata according to such Lender’s Percentageproportionate Total Exposure Amount, from and against any and all liabilities, obligations, losses, damages, claims, costs or expenses of any kind or nature whatsoever which may at any time be imposed on, incurred by, or asserted against, the Administrative Agent in any way relating to or arising out of this Agreement, the Notes and any other Loan Document, (including reasonable attorneys’ fees), and as to which the Agent Administrative Agent, is not reimbursed by the Borrower; providedprovided that, however, that no Lender shall be liable for the payment of any portion of such liabilities, obligations, losses, damages, claims, costs or expenses which that are determined by a court of competent jurisdiction in a final proceeding to have resulted solely from the Administrative Agent’s gross negligence or willful misconduct. The Administrative Agent shall not be required to take any action hereunder, under the Notes or under any other Loan Document, or to prosecute or defend any suit in respect of this Agreement, the Notes or any other Loan Document, unless it is indemnified hereunder to its satisfaction. If any indemnity in favor of the Administrative Agent shall be or become, in the Administrative Agent’s determination, inadequate, the Administrative Agent may call for additional indemnification from the Lenders and cease to do the acts indemnified against hereunder until such additional indemnity is given.. Credit Agreement (First Lien)

Actions. Each Lender hereby appoints National City Wachovia as its Administrative Agent under and for purposes of this Agreement, the Notes and each other Loan Document, and Wachovia as its Agent under and for purposes of the Collateral Documents. Each Lender authorizes the Administrative Agent to act on behalf of such Lender under this Agreement, the Notes and each other Loan Document and, in the absence of other written instructions from the Required Lenders received from time to time by the Administrative Agent (with respect to which the Administrative Agent agrees that it will comply, except as otherwise provided in this Section or as otherwise advised by counselcounsel in order to avoid contravention of applicable law), to exercise such powers hereunder and thereunder as are specifically delegated to or required of the Administrative Agent by the terms hereof and thereof, together with such powers as may be reasonably incidental thereto. Each Lender hereby indemnifies indemnifies, to the extent not indemnified by the Borrower (which indemnity shall survive any termination of this Agreement) ), the Administrative Agent, pro rata according to such Lender’s Total Percentage, from and against any and all liabilities, obligations, losses, damages, claims, costs or expenses of any kind or nature whatsoever which may at any time be imposed on, incurred by, or asserted against, the Administrative Agent in any way relating to or arising out of this Agreement, the Notes and any other Loan Document, including reasonable attorneys’ fees, and as to which the Administrative Agent is not reimbursed by the Borrower; provided, however, that no Lender shall be liable for the payment of any portion of such liabilities, obligations, losses, damages, claims, costs or expenses which are determined by a court of competent jurisdiction in a final proceeding to have resulted solely from the Administrative Agent’s gross negligence or willful misconduct. The Administrative Agent shall not be required to take any action hereunder, under the Notes hereunder or under any other Loan Document, or to prosecute or defend any suit in respect of this Agreement, the Notes Agreement or any other Loan Document, unless it is indemnified hereunder to its their satisfaction. If any indemnity in favor of the Administrative Agent shall be or become, in the Administrative Agent’s determination, inadequate, the Administrative Agent may call for additional indemnification from the Lenders and cease to do the acts indemnified against hereunder until such additional indemnity is given; provided, however, that any such additional indemnity shall be in accordance with, and limited to, such Lender’s Total Percentage.

Actions. Each Lender and each Issuing Bank hereby appoints National City (i) JPMorgan Chase Bank, N.A., as its the Administrative Agent under this Agreement and for purposes of each other Loan Document, (ii) Xxxxx Fargo Bank, N.A., as Syndication Agent under this AgreementAgreement and each other Loan Document, the Notes and (iii) Compass Bank, Deutsche Bank Securities Inc. and MUFG Union Bank, N.A., as Documentation Agents under this Agreement and each other Loan Document. Each Lender authorizes the Administrative Agent to act on behalf of such Lender under this Agreement, the Notes Agreement and each other Loan Document and, in the absence of other written instructions from the Required Lenders received from time to time by the Administrative Agent (with respect to which the Administrative Agent agrees that it will comply, except as otherwise provided in this Section or as otherwise advised by counsel), to exercise such powers hereunder and thereunder as are specifically delegated to or required of the Administrative Agent by the terms hereof and thereof, together with such powers as may be reasonably incidental thereto. Each Lender acknowledges that neither the Syndication Agent nor any of the Documentation Agents have any duties or obligations under this Agreement or any other Loan Document in connection with their capacity as either a Syndication Agent or Documentation Agent, respectively. Each Lender hereby indemnifies (which indemnity shall survive any termination of this Agreement) each of the AgentAgents, pro rata according to such Lender’s Percentage, WHETHER OR NOT RELATED TO ANY SINGULAR, JOINT OR CONCURRENT NEGLIGENCE OF THE AGENTS, from and against any and all liabilities, obligations, losses, damages, claims, costs or expenses of any kind or nature whatsoever which may at any time be imposed on, incurred by, or asserted against, the any Agent in any way relating to or arising out of this Agreement, the Notes Agreement and any other Loan Document, including reasonable attorneys’ fees, and as to which the such Agent is not reimbursed by the Borrower; provided, however, that no Lender shall be liable for the payment of any portion of such liabilities, obligations, losses, damages, claims, costs or expenses which are determined by a court of competent jurisdiction in a final proceeding to have resulted solely from the such Agent’s gross negligence or willful misconduct. The Agent None of the Agents shall not be required to take any action hereunder, under the Notes hereunder or under any other Loan Document, or to prosecute or defend any suit in respect of this Agreement, the Notes Agreement or any other Loan Document, unless it is indemnified hereunder to its satisfaction. If any indemnity in favor of the any Agent shall be or becomebecome inadequate, in the such Agent’s determination, inadequateas the case may be, the such Agent may call for additional indemnification from the Lenders and cease to do the acts indemnified against hereunder until such additional indemnity is given. Notwithstanding any provision to the contrary contained elsewhere in this Agreement or in any other Loan Document, none of the Agents shall have any duties or responsibilities, except as expressly set forth herein, nor shall any of the Agents have or be deemed to have any fiduciary relationship with any Lender, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or any other Loan Document or otherwise exist against any of the Agents.

Actions. Each Lender hereby appoints National City PNC Bank as its Administrative Agent and Collateral Agent under and for purposes of this Agreement, the Notes and each other Loan Document. Each Lender authorizes the each Agent to act on behalf of such Lender under this Agreement, the Notes and each other Loan Document and, in the absence of other written instructions from the Required Lenders received from time to time by the each applicable Agent (with respect to which the such Agent agrees that it will comply, except as otherwise provided in this Section or as otherwise advised by counselcounsel in order to avoid contravention of applicable law), to exercise such powers hereunder and thereunder as are specifically delegated to or required of the such Agent by the terms hereof and thereof, together with such powers as may be reasonably incidental theretothereto (including the release of Liens on assets Disposed of in accordance with the terms of the Loan Documents). Each Lender hereby indemnifies (which indemnity shall survive any termination of this Agreement) the AgentAgents, pro rata according to such Lender’s Percentageproportionate Total Exposure Amount, from and against any and all liabilities, obligations, losses, damages, claims, costs or expenses of any kind or nature whatsoever which may at any time be imposed on, incurred by, or asserted against, the an Agent in any way relating to or arising out of this Agreement, the Notes and any other Loan Document, (including reasonable attorneys’ fees), and as to which the such Agent is not reimbursed by the BorrowerBorrowers; provided, however, that no Lender shall be liable for the payment of any portion of such liabilities, obligations, losses, damages, claims, costs or expenses which are determined by a court of competent jurisdiction in a final proceeding to have resulted solely from the such Agent’s gross negligence or willful misconduct. The Neither Agent shall not be required to take any action hereunder, under the Notes or under any other Loan Document, or to prosecute or defend any suit in respect of this Agreement, the Notes or any other Loan Document, unless it is indemnified hereunder to its satisfaction. If any indemnity in favor of the an Agent shall be or become, in the such Agent’s determination, inadequate, the such Agent may call for additional indemnification from the Lenders and cease to do the acts indemnified against hereunder until such additional indemnity is given.

Actions. Each Lender hereby appoints National City Xxxxxx Xxxxxxx as (i) its Administrative Agent under and for purposes of this Agreementeach Loan Document and (ii) the First Lien Agent under, and as defined in, the Notes and each other Loan DocumentIntercreditor Agreement. Each Lender authorizes the Administrative Agent (including in its capacity as First Lien Agent under, and as defined in, the Intercreditor Agreement) to act on behalf of such Lender under this Agreement, the Notes and each other Loan Document and, in the absence of other written instructions from the Required Lenders received from time to time by the Administrative Agent (with respect to which the Administrative Agent agrees that it will comply, except as otherwise provided in this Section or as otherwise advised by counselcounsel in order to avoid contravention of applicable law), to exercise such powers hereunder and thereunder as are specifically delegated to or required of the Administrative Agent by the terms hereof and thereof, together with such powers as may be reasonably incidental theretothereto (including the release of Liens on (x) assets Disposed of in accordance with the terms of the Loan Documents and (y) Motor Vehicles in connection with the Motor Vehicle Financing). Each Lender hereby indemnifies (which indemnity shall survive any termination of this Agreement) the Administrative Agent, pro rata according to such Lender’s Percentage's proportionate Total Exposure Amount, from and against any and all liabilities, obligations, losses, damages, claims, costs or expenses of any kind or nature whatsoever which may at any time be imposed on, incurred by, or asserted against, the Administrative Agent in any way relating to or arising out of this Agreement, the Notes and any other Loan Document, Document (including reasonable attorneys’ ' fees), and as to which the Administrative Agent is not reimbursed by the BorrowerBorrowers; provided, however, provided that no Lender shall be liable for the payment of any portion of such liabilities, obligations, losses, damages, claims, costs or expenses which are determined by a court of competent jurisdiction in a final proceeding to have resulted solely from the Administrative Agent’s 's gross negligence or willful misconduct. The Administrative Agent shall not be required to take any action hereunder, under the Notes or under any other Loan Document, or to prosecute or defend any suit in respect of this Agreement, the Notes or any other Loan Document, unless it is indemnified hereunder to its satisfaction. If any indemnity in favor of the Administrative Agent shall be or become, in the Administrative Agent’s 's determination, inadequate, the Administrative Agent may call for additional indemnification from the Lenders and cease to do the acts indemnified against hereunder until such additional indemnity is given. The Administrative Agent may perform any of its duties under any Loan Document by or through its officers, directors, agents, employees, Affiliates or other designees.

Actions. Each Lender hereby appoints National City Macquarie Bank Limited as its Administrative Agent under and for purposes of this Agreement, the Notes and each other Loan Document. Each Lender authorizes the Administrative Agent to act on behalf of such Lender under this Agreement, the Notes and each other Loan Document and, in the absence of other written instructions from the Required Lenders received from time to time by the Administrative Agent (with respect to which the Administrative Agent agrees that it will comply, except as otherwise provided in this Section or as otherwise advised by counselcounsel in order to avoid contravention of applicable law), to exercise such powers hereunder and thereunder as are specifically delegated to or required of the Administrative Agent by the terms hereof and thereof, together with such powers as may be reasonably incidental thereto. Each Lender hereby indemnifies (which indemnity shall survive any termination of this Agreement) the Administrative Agent, pro rata according to such Lender’s Percentageproportionate [Total Exposure Amount], from and against any and all liabilities, obligations, losses, damages, claims, costs or expenses of any kind or nature whatsoever which may at any time be imposed on, incurred by, or asserted against, the Administrative Agent in any way relating to or arising out of this Agreement, the Notes and any other Loan Document, Document (including reasonable attorneys’ fees), and as to which the Administrative Agent is not reimbursed by the Borrower; provided, however, provided that no Lender shall be liable for the payment of any portion of such liabilities, obligations, losses, damages, claims, costs or expenses which are determined by a court of competent jurisdiction in a final proceeding to have resulted solely from the Administrative Agent’s gross negligence or willful misconduct. The Administrative Agent shall not be required to take any action hereunder, under the Notes or under any other Loan Document, or to prosecute or defend any suit in respect of this Agreement, the Notes or any other Loan Document, unless it is indemnified hereunder to its satisfaction. If any indemnity in favor of the Administrative Agent shall be or become, in the Administrative Agent’s determination, inadequate, the Administrative Agent may call for additional indemnification from the Lenders and cease to do the acts indemnified against hereunder until such additional indemnity is given. The Administrative Agent is authorized to release collateral that is permitted to be sold or released pursuant to the terms of the Loan Documents.

Actions. Each Lender Bank hereby appoints National City Bankers Trust as its Administrative Agent and as its Collateral Agent under and for purposes of this Agreement, the Notes and each other Loan Document. Each Lender Bank authorizes the Administrative Agent and the Collateral Agent to act on behalf of such Lender Bank under this Agreement, the Notes and each other Loan Document and, in the absence of other written instructions from the Required Lenders Majority Banks received from time to time by the Administrative Agent or the Collateral Agent (with respect to which the Administrative Agent or the Collateral Agent agrees that it will comply, except as otherwise provided in this Section or as otherwise advised by counsel), to exercise such powers hereunder and thereunder as are specifically delegated to or required of the Administrative Agent or the Collateral Agent by the terms hereof and thereof, together with such powers as may be reasonably incidental thereto. Each Lender Bank hereby indemnifies (which indemnity shall survive any termination of this Agreement) the Administrative Agent, the Collateral Agent and the Issuer, pro rata according to such Lender’s Bank's Percentage, whether or not related to any singular, joint or concurrent negligence of the Administrative Agent and the Collateral Agent and the Issuer, from and against any and all liabilities, obligations, losses, damages, claims, costs or expenses of any kind or nature whatsoever which may at any time be imposed on, incurred by, or asserted against, the Administrative Agent, the Collateral Agent or the Issuer in any way relating to or arising out of this Agreement, the Notes and any other Loan Document, including reasonable attorneys’ ' fees, and as to which the Administrative Agent, the Collateral Agent or the Issuer, as the case may be, is not reimbursed by the Borrower; provided, however, that no Lender Bank shall be liable for the payment of any portion of such liabilities, obligations, losses, damages, claims, costs or expenses which are determined by a court of competent jurisdiction in a final proceeding non-appealable judgment to have resulted solely from the Administrative Agent’s 's or the Collateral Agent's or the Issuer's gross negligence or willful wilful misconduct. The Agent Administrative Agent, the Collateral Agent, and the Issuer shall not be required to take any action hereunder, under the Notes or under any other Loan Document, or to prosecute or defend any suit in respect of this Agreement, the Notes or any other Loan Document, unless it is indemnified hereunder to its satisfaction. If any indemnity in favor of the Administrative Agent, the Collateral Agent or the Issuer shall be or becomebecome inadequate, in the Administrative Agent’s 's, the Collateral Agent's or the Issuer's determination, inadequateas the case may be, the Administrative Agent, the Collateral Agent or the Issuer may call for additional indemnification from the Lenders Banks and cease to do the acts indemnified against hereunder until such additional indemnity is given. Notwithstanding any provision to the contrary contained elsewhere in this Agreement or in any other Loan Document, the Administrative Agent, the Collateral Agent and the Issuer shall not have any duties or responsibilities, except as expressly set forth herein, and the Administrative Agent, the Collateral Agent and the Issuer shall not have or be deemed to have any fiduciary relationship with any Bank or any other Agent, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or any other Loan Document or otherwise exist against any the Administrative Agent, the Collateral Agent or the Issuer.

Actions. Each Term Loan Lender hereby appoints National City DLJ as its Syndication Agent and Collateral Agent and ABN as its Administrative Agent under and for purposes of this Agreement, the Term Notes and each other Loan Document. Each Term Loan Lender authorizes the Agents and the Collateral Agent to act on behalf of such Term Loan Lender under this Agreement, the Term Notes and each other Loan Document and, in the absence of other written instructions from the Required Term Loan Lenders received from time to time by the Agents and the Collateral Agent (with respect to which each of the Agents and the Collateral Agent agrees that it will comply, except as otherwise provided in this Section or as otherwise advised by counsel), to exercise such powers hereunder and thereunder as are specifically delegated to or required of the Agents and the Collateral Agent by the terms hereof and thereof, together with such powers as may be reasonably incidental thereto. Each Term Loan Lender acknowledges and consents to DLJ's acting as Syndication Agent and Collateral Agent and ABN's acting as Administrative Agent for the Revolving Credit Lenders under the Revolving Credit Agreement and the other Revolving Credit Documents. Each Term Loan Lender hereby indemnifies (which indemnity shall survive any termination of this Agreement) the Agents and the Collateral Agent, pro rata according to ratably in accordance with their respective Term Loans outstanding and Term Loan Commitments (or, if no Term Loans or Term Loan Commitments are at the time outstanding and in effect, then ratably in accordance with the principal amount of Term Loans held by such Term Loan Lender’s Percentage, and their respective Term Loan Commitments as in effect in each case on the date of the termination of this Agreement), from and against any and all liabilities, obligations, losses, damages, claims, costs or expenses of any kind or nature whatsoever which may at any time be imposed on, incurred by, or asserted against, either of the Agents or the Collateral Agent in any way relating to or arising out of this Agreement, the Term Notes and any other Loan Document, including reasonable attorneys’ ' fees, and as to which the any Agent is not reimbursed by the BorrowerBorrower or any other Obligor (and without limiting the obligation of the Borrower or any other Obligor to do so); provided, however, that no Term Loan Lender shall be liable for the payment of any portion of such liabilities, obligations, losses, damages, claims, costs or expenses which are determined by a court of competent jurisdiction in a final proceeding to have resulted solely from such Agent's or the Collateral Agent’s 's gross negligence or willful misconduct. The Agents and the Collateral Agent shall not be required to take any action hereunder, under the Term Notes or under any other Loan Document, or to prosecute or defend any suit in respect of this Agreement, the Term Notes or any other Loan Document, unless it is indemnified hereunder to its satisfaction; provided, however, that, notwithstanding the foregoing, (i) no Agent or the Collateral Agent shall be obligated to take any action which is inconsistent with the terms of this Agreement or any Loan Document, (ii) no Agent or the Collateral Agent shall be obligated to take any action which exposes it to personal liability or which, in its judgment is contrary to applicable law, and (iii) no Agent or Collateral Agent shall have any right or be obligated or entitled to enforce any right or remedy contained herein, in any Loan Document or available at law or equity (other than the rights of set off) except through the Collateral Agent who is hereby granted sole and exclusive authority on behalf of the Agents with respect thereto. If any indemnity in favor of either of the Agents or the Collateral Agent shall be or become, in such Agent's or the Collateral Agent’s 's determination, inadequate, the Agents or the Collateral Agent may call for additional indemnification from the Term Loan Lenders and cease to do the acts indemnified against hereunder until such additional indemnity is given.

Actions. Each Term Loan Lender hereby appoints National City DLJ as its Syndication Agent and Collateral Agent and ABN as its Administrative Agent under and for purposes of this Agreement, the Term Notes and each other Loan Document. Each Term Loan Lender authorizes the Agents and the Collateral Agent to act on behalf of such Term Loan Lender under this Agreement, the Term Notes and each other Loan Document and, in the absence of other written instructions from the Required Term Loan Lenders received from time to time by the Agents and the Collateral Agent (with respect to which each of the Agents and the Collateral Agent agrees that it will comply, except as otherwise provided in this Section or as otherwise advised by counsel), to exercise such powers hereunder and thereunder as are specifically delegated to or required of the Agents and the Collateral Agent by the terms hereof and thereof, together with such powers as may be reasonably incidental thereto. Each Term Loan Lender acknowledges and consents to DLJ's acting as Syndication Agent and Collateral Agent and ABN's acting as Administrative Agent for the Revolving Credit Lenders under the Revolving Credit Agreement and the other Revolving Credit Documents. Each Term Loan Lender hereby indemnifies (which indemnity shall survive any termination of this Agreement) the Agents and the Collateral Agent, pro rata according to ratably in accordance with the principal amount of Term Loans held by such Term Loan Lender’s Percentage, from and against any and all liabilities, obligations, losses, damages, claims, costs or expenses of any kind or nature whatsoever which may at any time be imposed on, incurred by, or asserted against, either of the Agents or the Collateral Agent in any way relating to or arising out of this Agreement, the Term Notes and any other Loan Document, including reasonable attorneys’ ' fees, and as to which the any Agent is not reimbursed by the BorrowerBorrower or any other Obligor (and without limiting the obligation of the Borrower or any other Obligor to do so); provided, however, that no Term Loan Lender shall be liable for the payment of any portion of such liabilities, obligations, losses, damages, claims, costs or expenses which are determined by a court of competent jurisdiction in a final proceeding to have resulted solely from such Agent's or the Collateral Agent’s 's gross negligence or willful misconduct. The Agents and the Collateral Agent shall not be required to take any action hereunder, under the Term Notes or under any other Loan Document, or to prosecute or defend any suit in respect of this Agreement, the Term Notes or any other Loan Document, unless it is indemnified hereunder to its satisfaction; provided, however, that, notwithstanding the foregoing, (i) no Agent or the Collateral Agent shall be obligated to take any action which is inconsistent with the terms of this Agreement or any Loan Document, (ii) no Agent or the Collateral Agent shall be obligated to take any action which exposes it to personal liability or which, in its judgment is contrary to applicable law, and (iii) no Agent or Collateral Agent shall have any right or be obligated or entitled to enforce any right or remedy contained herein, in any Loan Document or available at law or equity (other than the rights of set off) except through the Collateral Agent who is hereby granted sole and exclusive authority on behalf of the Agents with respect thereto. If any indemnity in favor of either of the Agents or the Collateral Agent shall be or become, in such Agent's or the Collateral Agent’s 's determination, inadequate, the Agents or the Collateral Agent may call for additional indemnification from the Term Loan Lenders and cease to do the acts indemnified against hereunder until such additional indemnity is given.

Actions. Each Lender hereby appoints National City Scotiabank as its Administrative Agent and Citibank as its Documentation Agent under and for purposes of this Agreement, the Notes and each other Loan Document. Each Lender authorizes the each Agent to act on behalf of such Lender under this Agreement, the Notes and each other Loan Document and, in the absence of other written instructions from the Required Lenders received from time to time by the such Agent (with respect to which the such Agent agrees that it will comply, except as otherwise provided in this Section or as otherwise advised by counsel), to exercise such powers hereunder and thereunder as are specifically delegated to or required of the such Agent by the terms hereof and thereof, together with such powers as may be reasonably incidental thereto. Each Lender hereby indemnifies (which indemnity shall survive any termination of this Agreement) the each Agent, pro rata according to such Lender’s 's Percentage, from and against any and all liabilities, obligations, losses, damages, claims, costs or expenses of any kind or nature whatsoever which may at any time be imposed on, incurred by, or asserted against, the such Agent in any way relating to or arising out of this Agreement, the Notes and any other Loan Document, including reasonable attorneys’ ' fees, and as to which the such Agent is not reimbursed by the BorrowerBorrowers; provided, however, that no Lender shall be liable for the payment of any portion of such liabilities, obligations, losses, damages, claims, costs or expenses which are determined by a court of competent jurisdiction in a final proceeding to have resulted solely from the such Agent’s 's gross negligence or willful wilful misconduct. The Each Agent shall not be required to take any action hereunder, under the Notes or under any other Loan Document, or to prosecute or defend any suit in respect of this Agreement, the Notes or any other Loan Document, unless it is indemnified hereunder to its satisfaction. If any indemnity in favor of the any Agent shall be or become, in the such Agent’s 's determination, inadequate, the such Agent may call for additional indemnification from the Lenders and cease to do the acts indemnified against hereunder until such additional indemnity is given.

Actions. Each Lender hereby appoints National City Scotiabank as its Agent under and for purposes of this Agreement, the Notes and each other Loan Document. Each Lender authorizes the Agent to act on behalf of such Lender under this Agreement, the Notes and each other Loan Document and, in the absence of other written instructions from the Required Lenders received from time to time by the Agent (with respect to which the Agent agrees that it will comply, except as otherwise provided in this Section or as otherwise advised by counsel), to exercise such powers hereunder and thereunder as are specifically delegated to or required of the Agent by the terms hereof and thereof, together with such powers as may be reasonably incidental thereto. Each Lender hereby indemnifies (which indemnity shall survive any termination of this Agreement) the Agent, pro rata according to such Lender’s 's Percentage, from and against any and all liabilities, obligations, losses, damages, claims, costs or expenses of any kind or nature whatsoever which may at any time be imposed on, incurred by, or asserted against, the Agent in any way relating to or arising out of this Agreement, the Notes and any other Loan Document, including reasonable attorneys’ ' fees, and as to which the Agent is not reimbursed by the Borrower; provided, however, that no Lender shall be liable for the payment of any portion of such liabilities, obligations, losses, damages, claims, costs or expenses which are determined by a court of competent jurisdiction in a final proceeding to have resulted solely from the Agent’s 's gross negligence or willful wilful misconduct. The Agent shall not be required to take any action hereunder, under the Notes or under any other Loan Document, or to prosecute or defend any suit in respect of this Agreement, the Notes or any other Loan Document, unless it is indemnified hereunder to its satisfaction. If any indemnity in favor of the Agent shall be or become, in the Agent’s 's determination, inadequate, the Agent may call for additional indemnification from the Lenders and cease to do the acts indemnified against hereunder until such additional indemnity is given.

Actions. Each Lender hereby appoints National City Xxxxxx Xxxxxxx as (i) its Administrative Agent under and for purposes of this Agreementeach Loan Document and (ii) the First Lien Agent under, and as defined in, the Notes and each other Loan DocumentIntercreditor Agreement. Each Lender authorizes the Administrative Agent (including in its capacity as First Lien Agent under, and as defined in, the Intercreditor Agreement) to act on behalf of such Lender under this Agreement, the Notes and each other Loan Document and, in the absence of other written instructions from the Required Lenders received from time to time by the Administrative Agent (with respect to which the Administrative Agent agrees that it will comply, except as otherwise provided in this Section or as otherwise advised by counselcounsel in order to avoid contravention of applicable law), to exercise such powers hereunder and thereunder as are specifically delegated to or required of the Administrative Agent by the terms hereof and thereof, together with such powers as may be reasonably incidental theretothereto (including the release of Liens on (x) assets Disposed of in accordance with the terms of the Loan Documents and (y) Motor Vehicles in connection with the Motor Vehicle Financing). Each Lender hereby indemnifies (which indemnity shall survive any termination of this Agreement) the Administrative Agent, pro rata according to such Lender’s Percentageproportionate Total Exposure Amount, from and against any and all liabilities, obligations, losses, damages, claims, costs or expenses of any kind or nature whatsoever which may at any time be imposed on, incurred by, or asserted against, the Administrative Agent in any way relating to or arising out of this Agreement, the Notes and any other Loan Document, Document (including reasonable 101 attorneys’ fees), and as to which the Administrative Agent is not reimbursed by the BorrowerBorrowers; provided, however, provided that no Lender shall be liable for the payment of any portion of such liabilities, obligations, losses, damages, claims, costs or expenses which are determined by a court of competent jurisdiction in a final proceeding to have resulted solely from the Administrative Agent’s gross negligence or willful misconduct. The Administrative Agent shall not be required to take any action hereunder, under the Notes or under any other Loan Document, or to prosecute or defend any suit in respect of this Agreement, the Notes or any other Loan Document, unless it is indemnified hereunder to its satisfaction. If any indemnity in favor of the Administrative Agent shall be or become, in the Administrative Agent’s determination, inadequate, the Administrative Agent may call for additional indemnification from the Lenders and cease to do the acts indemnified against hereunder until such additional indemnity is given. The Administrative Agent may perform any of its duties under any Loan Document by or through its officers, directors, agents, employees, Affiliates or other designees.

Actions. (a) Each Lender Guarantor hereby irrevocably appoints National City the Agent as its Agent agent under and for purposes of this Agreement, Agreement and the Notes and each other Loan DocumentDocuments. Each Lender Guarantor authorizes the Agent to act on behalf of such Lender Guarantor under this Agreement, the Notes Agreement and each other Loan Document and, in the absence of other written instructions from the Required Lenders Guarantors received from time to time by the Agent (with respect to which the Agent agrees that it will comply, except as otherwise provided in this Section or as otherwise advised by counsel), to exercise such powers hereunder and thereunder as are specifically delegated to or required of the Agent by the terms hereof and thereof, together with such powers as may be reasonably incidental thereto. Each Lender Guarantor hereby indemnifies and holds harmless (which indemnity shall survive any termination of this Agreement) the Agent, pro rata according to such Lender’s Percentageand the directors, officers, agents or employees of the Agent, from and against any and all liabilities, obligations, losses, damages, claims, costs or expenses of any kind or nature whatsoever which may at any time be imposed on, incurred by, or asserted against, the Agent in any way relating to or arising out of this Agreement, the Notes Agreement and any other Loan DocumentDocuments, including reasonable including, without limitation, attorneys’ ' fees, and as to which the Agent is not indemnified or reimbursed by the Borrower; provided, however, that no Lender shall be liable for the payment of any portion of such liabilities, obligations, losses, damages, claims, costs or expenses which are determined by a court of competent jurisdiction in a final proceeding to have resulted solely from the Agent’s gross negligence or willful misconductCompany. The Agent shall not be required to take any action hereunder, under the Notes hereunder or under any other Loan Document, or to prosecute or defend any suit in respect of this Agreement, the Notes Agreement or any other Loan Document, unless it is indemnified hereunder to its the Agent's satisfaction. If any indemnity in favor of the Agent shall be or become, in the Agent’s 's determination, inadequate, the Agent may call for demand additional indemnification from the Lenders Guarantors and cease to do the acts indemnified against act as Agent hereunder until such additional indemnity is given.

Actions. Each Lender hereby irrevocably appoints National City as its Agent under and for purposes of this Agreement, the Notes and each other Loan DocumentAgent. Each Lender authorizes the Agent to act on behalf of such Lender under this Agreement, the Notes and each other Loan Credit Document and, in the absence of other written instructions from the Required Lenders received from time to time by the Agent (with respect to which the Agent agrees that it will comply, except as otherwise provided in this Section or as otherwise advised by counselcounsel in order to avoid contravention of applicable law), to exercise such powers hereunder and thereunder as are specifically delegated to or required of the Agent by the terms hereof and thereof, together with such powers as may be reasonably incidental thereto. Each Lender hereby indemnifies (which indemnity shall survive any termination of this Agreement) the Agent, pro rata according to such Lender’s Percentageproportionate Total Exposure Amount, from and against any and all liabilities, obligations, losses, damages, claims, costs or expenses of any kind or nature whatsoever which may at any time be imposed on, incurred by, or asserted against, the Agent in any way relating to or arising out of this Agreement, the Notes and any other Loan Credit Document, including reasonable attorneys’ fees, and as to which the Agent is not reimbursed by the Borrower; provided, however, that no Lender shall be liable for the payment of any portion of such liabilities, obligations, losses, damages, claims, costs or expenses which are determined by a court of competent jurisdiction in a final proceeding to have resulted solely from the Agent’s gross negligence or willful misconduct. The Agent shall not be required to take any action hereunder, under the Notes or under any other Loan Credit Document, or to prosecute or defend any suit in respect of this Agreement, the Notes or any other Loan Credit Document, unless it is indemnified hereunder to its satisfaction. If any indemnity in favor of the Agent shall be or become, in the Agent’s determination, inadequate, the Agent may call for additional indemnification from the Lenders and cease to do the acts indemnified against hereunder until such additional indemnity is given.

Actions. Each Lender hereby appoints National City Scotiabank as its Administrative Agent and as a Lead Arranger under and for purposes of this Agreement, the Notes and each other Loan Document. Each Lender authorizes the Administrative Agent to act on behalf of such Lender under this Agreement, the Notes Notes, and each other Loan Document and, in the absence of other written instructions from the Required Lenders received from time to time by the Administrative Agent (with respect to which the Administrative Agent agrees that it will comply, except as otherwise provided in this Section or as otherwise advised by counsel), to exercise such powers hereunder and thereunder as are specifically delegated to or required of the Administrative Agent by the terms hereof and thereof, together with such powers as may be reasonably incidental thereto. Each Lender hereby appoints each of JPMorgan, CS Securities and MLPFS as a Lead Arranger. Each Lender hereby appoints each of JPMorgan and Credit Suisse AG, Cayman Islands Branch, as a Syndication Agent and Bank of America, N.A., Fifth Third Bank, US Bank National Association, Mizuho Corporate Bank, Ltd. and TD Bank, N.A., as the Documentation Agents. Each Lender hereby indemnifies (which indemnity shall survive any termination of this Agreement) the each Agent, pro rata according to such Lender’s Percentageratably in accordance with their respective Term Loans outstanding and Commitments (or, if no Term Loans or Commitments are at the time outstanding and in effect, then ratably in accordance with the principal amount of Term Loans and their respective Commitments as in effect in each case on the date of the termination of this Agreement), from and against any and all liabilities, obligations, losses, damages, claims, costs or expenses of any kind or nature whatsoever which may at any time be imposed on, incurred by, or asserted against, the Agent Agents in any way relating to or arising out of this Agreement, the Notes and any other Loan Document, including reasonable attorneys’ fees, and as to which the any Agent is not reimbursed by the BorrowerBorrower or any other Obligor (and without limiting the obligation of the Borrower or any other Obligor to do so); provided, however, that no Lender shall be liable for the payment of any portion of such liabilities, obligations, losses, damages, claims, costs or expenses which are determined by a court of competent jurisdiction in a final proceeding to have resulted solely from the an Agent’s gross negligence or willful misconduct. The Agent Agents shall not be required to take any action hereunder, under the Notes or under any other Loan Document, or to prosecute or defend any suit in respect of this Agreement, the Notes or any other Loan Document, unless it is indemnified hereunder to its satisfaction. If any indemnity in favor of the Agent Agents shall be or become, in the any Agent’s determination, inadequate, the any Agent may call for additional indemnification from the Lenders and cease to do the acts indemnified against hereunder until such additional indemnity is given. Notwithstanding the foregoing, the Lead Arrangers, the Syndication Agents and the Documentation Agents shall have no duties, obligations or liabilities under any Loan Document.

Actions. Each Lender hereby appoints National City CIBC as its Agent under and for purposes of this Agreement, the Notes and each other Loan Document. Each Lender authorizes the Agent to act on behalf of such Lender under this Agreement, the Notes and each other Loan Document and, in the absence of other written instructions from the Required Lenders received from time to time by the Agent (with respect to which the Agent agrees that it will comply, except as otherwise provided in this Section or as otherwise advised by counsel), to exercise such powers hereunder and thereunder as are specifically delegated to or required of the Agent by the terms hereof and thereof, together with such powers as may be reasonably incidental thereto. Each Lender hereby indemnifies (which indemnity shall survive any termination of this Agreement) the Agent, pro rata according to such Lender’s 's Percentage, from and against any and all liabilities, obligations, losses, damages, claims, costs or expenses of any kind or nature whatsoever which may at any time be imposed on, incurred by, or asserted against, the Agent in any way relating to or arising out of this Agreement, the Notes and any other Loan Document, including reasonable attorneys’ ' fees, and as to which the Agent is not reimbursed by the Borrower; provided, however, that no Lender shall be liable for the payment of any portion of such liabilities, obligations, losses, damages, claims, costs or expenses which are determined by a court of competent jurisdiction in a final proceeding to have resulted solely from the Agent’s 's gross negligence or willful wilful misconduct. The Agent shall not be required to take any action hereunder, under the Notes or under any other Loan Document, or to prosecute or defend any suit in respect of this Agreement, the Notes or any other Loan Document, unless it is indemnified hereunder to its satisfaction. If any indemnity in favor of the Agent shall be or become, in the Agent’s 's determination, inadequate, the Agent may call for additional indemnification from the Lenders and cease to do the acts indemnified against hereunder until such additional indemnity is given.

Actions. Each Lender hereby appoints National City U.S. BANK NATIONAL ASSOCIATION as its Agent (in such capacity, together with its successors and assigns, “Agent”) under and for purposes of this Agreement, the Notes Agreement and each other Loan Document. Each Lender authorizes the Agent to act on behalf of such Lender under this Agreement, the Notes Agreement and each other Loan Document and, in the absence of other written instructions from the Required Lenders received from time to time by the Agent (with respect to which the Agent agrees that it will comply, except as otherwise provided in this Section Article 15 or as otherwise advised by counsel), to exercise such powers hereunder and thereunder as are specifically delegated to or required of the Agent by the terms term is hereof and thereof, together with such powers as may reasonably be reasonably incidental thereto. Each Lender hereby indemnifies indenmifies (which indemnity shall survive any termination of this Agreement) the Agent, pro rata according to such Lender’s PercentagePro-Rata Share, from and against any and all liabilities, obligations, losses, damages, claims, costs or expenses of any kind or nature whatsoever which may at any time be imposed on, incurred by, or asserted against, the Agent in any way relating to or arising out of this Agreement, the Notes Agreement and any other Loan Document, including reasonable attorneys’ fees, and as to which the Agent is not reimbursed by the Borrower; provided, however, that no Lender shall be liable for the payment of any portion of such liabilities, obligations, losses, damages, claims, costs or expenses which are determined by a court of competent jurisdiction in a final proceeding to have resulted solely from the Agent’s gross negligence or willful misconduct. The Agent shall not be required to take any action hereunder, under the Notes or under any other Loan Document, or to prosecute or defend any suit in respect of this Agreement, the Notes Agreement or any other Loan Document, unless it is indemnified hereunder to its satisfaction. If any indemnity in favor of the Agent shall be or become, in the Agent’s determination, inadequate, the Agent may call for additional indemnification from the Lenders and cease to do the acts indemnified indenmified against hereunder until such additional indemnity is given.

Actions. Each Lender hereby appoints National City Scotiabank as its Agent agent under and for purposes of this Agreement, the Notes and each other Loan Document. Each Lender authorizes the Agent to act on behalf of such Lender under this Agreement, the Notes and each other Loan Document and, in the absence of other written instructions from the Required Lenders received from time to time by the Agent (with respect to which and the Agent hereby agrees that it will comply, except as otherwise provided in this Section or as otherwise advised by counselindependent counsel of nationally recognized standing, with such written instructions), to exercise such powers hereunder and thereunder as are specifically delegated to or required of the Agent by the terms hereof and thereof, together with such powers as may be reasonably incidental thereto. Each Lender hereby indemnifies the Agent and each Issuer (which indemnity indemnities shall survive any termination of this Agreement) the Agent, Agreement and shall be pro rata according to such Lender’s 's Percentage), from and against any and all liabilities, obligations, losses, damages, claims, costs or expenses of any kind or nature whatsoever which may at any time be imposed on, incurred by, or asserted against, the Agent or any Issuer in any way relating to or arising out of this Agreement, the Notes and any other Loan Document, including reasonable attorneys’ ' fees, and as to which the Agent is not reimbursed by the Borrower; provided, however, that no Lender shall be liable for the payment of any portion of such liabilities, obligations, losses, damages, claims, costs or expenses which are determined by a court of competent jurisdiction in a final proceeding to have resulted solely from the Agent’s 's gross negligence or willful wilful misconduct. The Agent shall not be required to take any action hereunder, under the Notes or under any other Loan Document, or to prosecute or defend any suit in respect of this Agreement, the Notes or any other Loan Document, unless it is indemnified hereunder to its satisfaction. If any indemnity in favor of the Agent shall be or become, in the Agent’s 's determination, inadequate, the Agent may call for additional indemnification from the Lenders and cease to do the acts indemnified against hereunder until such additional indemnity is given.

Actions. Each Lender hereby appoints National City First Union as its Administrative Agent under and for purposes of this Agreement, the Notes and each other Loan Document. Each Lender authorizes the Administrative Agent to act on behalf of such Lender under this Agreement, the Notes and each other Loan Document and, in the absence of other written instructions from the Required Lenders received from time to time by the Administrative Agent (with respect to which the Administrative Agent agrees that it will comply, except as otherwise provided in this Section or as otherwise advised by counselcounsel in order to avoid contravention of applicable law), to exercise such powers hereunder and thereunder as are specifically delegated to or required of the Administrative Agent by the terms hereof and thereof, together with such powers as may be reasonably incidental thereto. Each Lender hereby indemnifies (which indemnity shall survive any termination of this Agreement) the AgentAdministrative Agent and the Arranger, pro rata according to such Lender’s Percentage's Percentage of the Total Exposure Amount, from and against any and all liabilities, obligations, losses, damages, claims, costs or expenses of any kind or nature whatsoever which may at any time be imposed on, incurred by, or asserted against, the Administrative Agent or the Arranger in any way relating to or arising out of this Agreement, the Notes and any other Loan Document, including reasonable attorneys’ ' fees, and as to which the Administrative Agent or the Arranger is not reimbursed by the BorrowerBorrowers; provided, however, that no Lender shall be liable for the payment of any portion of such liabilities, obligations, losses, damages, claims, costs or expenses which are determined by a court of competent jurisdiction in a final proceeding to have resulted solely from the Administrative Agent’s 's or the Arranger's gross negligence or willful wilful misconduct. The Administrative Agent shall not be required to take any action hereunder, under the Notes or under any other Loan Document, or to prosecute or defend any suit in respect of this Agreement, the Notes or any other Loan Document, unless it is indemnified hereunder to its satisfaction. If any indemnity in favor of the Administrative Agent shall be or become, in the Administrative Agent’s 's determination, inadequate, the Administrative Agent may call for additional indemnification from the Lenders and cease to do the acts indemnified against hereunder until such additional indemnity is given.

Actions. Each Lender hereby appoints National City BNP Paribas as its Administrative Agent under and for purposes of this Agreement, the Notes and each other Loan Document. Each Lender authorizes the Administrative Agent to act on behalf of such Lender under this Agreement, the Notes and each other Loan Document and to appoint other agents or sub-agents to assist in its actions under the Loan Documents and, in the absence of other written instructions from the Required Lenders received from time to time by the Administrative Agent (with respect to which the Administrative Agent agrees that it will comply, except as otherwise provided in this Section or as otherwise advised by counselcounsel in order to avoid contravention of applicable law), to exercise such powers hereunder and thereunder as are specifically delegated to or required of the Administrative Agent by the terms hereof and thereof, together with such powers as may be reasonably incidental theretothereto (including the release of Liens on assets Disposed of in accordance with the terms of the Loan Documents). Each Lender hereby indemnifies (which indemnity shall survive any termination of this Agreement) the Administrative Agent, pro rata according to such Lender’s Percentageproportionate Total Exposure Amount, from and against any and all liabilities, obligations, losses, damages, claims, costs or expenses of any kind or nature whatsoever which may at any time be imposed on, incurred by, or asserted against, the Administrative Agent in any way relating to or arising out of this Agreement, the Notes and any other Loan Document, (including reasonable attorneys’ fees), and as to which the Agent Administrative Agent, is not reimbursed by the Borrower; providedprovided that, however, that no Lender shall be liable for the payment of any portion of such liabilities, obligations, losses, damages, claims, costs or expenses which that are determined by a court of competent jurisdiction in a final proceeding to have resulted solely from the Administrative Agent’s gross negligence or willful misconduct. The Administrative Agent shall not be required to take any action hereunder, under the Notes or under any other Loan Document, or to prosecute or defend any suit in respect of this Agreement, the Notes or any other Loan Document, unless it is indemnified hereunder to its satisfaction. If any indemnity in favor of the Administrative Agent shall be or become, in the Administrative Agent’s determination, inadequate, the Administrative Agent may call for additional indemnification from the Lenders and cease to do the acts indemnified against hereunder until such additional indemnity is given.

Actions. Each Revolving Credit Lender hereby appoints National City DLJ as its Syndication Agent and Collateral Agent and ABN as its Administrative Agent under and for purposes of this Agreement, the Revolving Credit Notes and each other Loan Document. Each Revolving Credit Lender authorizes the Agents and the Collateral Agent to act on behalf of such Revolving Credit Lender under this Agreement, the Revolving Credit Notes and each other Loan Document and, in the absence of other written instructions from the Required Revolving Credit Lenders received from time to time by the Agents and the Collateral Agent (with respect to which each of the Agents and the Collateral Agent agrees that it will comply, except as otherwise provided in this Section or as otherwise advised by counsel), to exercise such powers hereunder and thereunder as are specifically delegated to or required of the Agents and the Collateral Agent by the terms hereof and thereof, together with such powers as may be reasonably incidental thereto. Each Revolving Credit Lender acknowledges and consents to DLJ's acting as Syndication Agent and Collateral Agent and ABN's acting as Administrative Agent and for the Term Loan Lenders under the Term Loan Agreement and the other Revolving Credit Documents. Each Revolving Credit Lender hereby indemnifies (which indemnity shall survive any termination of this Agreement) the Agents and the Collateral Agent, pro rata according to ratably in accordance with their respective Revolving Credit Loans outstanding and Revolving Credit Commitments (or, if no Revolving Credit Loans or Revolving Credit Commitments are at the time outstanding and in effect, then ratably in accordance with the principal amount of Revolving Credit Loans held by such Revolving Credit Lender’s Percentage, and their respective Revolving Credit Commitments as in effect in each case on the date of the termination of this Agreement), from and against any and all liabilities, obligations, losses, damages, claims, costs or expenses of any kind or nature whatsoever which may at any time be imposed on, incurred by, or asserted against, either of the Agents or the Collateral Agent in any way relating to or arising out of this Agreement, the Revolving Credit Notes and any other Loan Document, including reasonable attorneys’ ' fees, and as to which the any Agent is not reimbursed by the BorrowerRevolving Credit Borrowers or any other Revolving Credit Obligor (and without limiting the obligation of the Revolving Credit Borrowers or any other Revolving Credit Obligor to do so); provided, however, that no Revolving Credit Lender shall be liable for the payment of any portion of such liabilities, obligations, losses, damages, claims, costs or expenses which are determined by a court of competent jurisdiction in a final proceeding to have resulted solely from such Agent's or the Collateral Agent’s 's gross negligence or willful misconduct. The Agents and the Collateral Agent shall not be required to take any action hereunder, under the Revolving Credit Notes or under any other Loan Document, or to prosecute or defend any suit in respect of this Agreement, the Revolving Credit Notes or any other Loan Document, unless it is indemnified hereunder to its satisfaction; provided, however, that, notwithstanding the foregoing, (i) no Agent or the Collateral Agent shall be obligated to take any action which is inconsistent with the terms of this Agreement or any Loan Document, (ii) no Agent or the Collateral Agent shall be obligated to take any action which exposes it to personal liability or which, in its judgment is contrary to applicable law, and (iii) no Agent or the Collateral Agent shall have any right or be obligated or entitled to enforce any right or remedy contained herein, in any Loan Document or available at law or equity (other that the rights of set off) except through the Collateral Agent who is hereby granted sole and exclusive authority on behalf of the Agents with respect thereto. If any indemnity in favor of either of the Agents or the Collateral Agent shall be or become, in such Agent's or the Collateral Agent’s 's determination, inadequate, the Agents or the Collateral Agent may call for additional indemnification from the Revolving Credit Lenders and cease to do the acts indemnified against hereunder until such additional indemnity is given.

Actions. Each Lender hereby irrevocably appoints National City PNC as its Agent under and for purposes of this Agreement, the Notes and each other Loan DocumentAgent. Each Lender authorizes the Agent to act on behalf of such Lender under this Agreement, the Notes and each other Loan Credit Document and, in the absence of other written instructions from the Required Lenders received from time to time by the Agent (with respect to which the Agent agrees that it will comply, except as otherwise provided in this Section or as otherwise advised by counselcounsel in order to avoid contravention of applicable law), to exercise such powers hereunder and thereunder as are specifically delegated to or required of the Agent by the terms hereof and thereof, together with such powers as may be reasonably incidental thereto. Each Lender hereby indemnifies (which indemnity shall survive any termination of this Agreement) the Agent, pro rata according to such Lender’s Percentageproportionate Total Exposure Amount, from and against any and all liabilities, obligations, losses, damages, claims, costs or expenses of any kind or nature whatsoever which may at any time be imposed on, incurred by, or asserted against, the Agent in any way relating to or arising out of this Agreement, the Notes and any other Loan Credit Document, including reasonable attorneys’ fees, and as to which the Agent is not reimbursed by the BorrowerBorrowers; provided, however, that no Lender shall be liable for the payment of any portion of such liabilities, obligations, losses, damages, claims, costs or expenses which are determined by a court of competent jurisdiction in a final proceeding to have resulted solely from the Agent’s gross negligence or willful misconduct. The Agent shall not be required to take any action hereunder, under the Notes or under any other Loan Credit Document, or to prosecute or defend any suit in respect of this Agreement, the Notes or any other Loan Credit Document, unless it is indemnified hereunder to its satisfaction. If any indemnity in favor of the Agent shall be or become, in the Agent’s determination, inadequate, the Agent may call for additional indemnification from the Lenders and cease to do the acts indemnified against hereunder until such additional indemnity is given.

Actions. Each Lender hereby appoints National City CIBC as its Agent under and for purposes of this Agreement, the Notes and each other Loan Document. Each Lender authorizes the Agent to act on behalf of such Lender under this Agreement, the Notes and each other Loan Document and, in the absence of other written instructions from the Required Lenders received from time to time by the Agent (with respect to which the Agent agrees that it will comply, except as otherwise provided in this Section or as otherwise advised by counsel), to exercise such powers hereunder and thereunder as are specifically delegated to or required of the Agent by the terms hereof and thereof, together with such powers as may be reasonably incidental thereto. Each Lender hereby indemnifies (which indemnity shall survive any termination of this Agreement) the Agent, pro rata PRO RATA according to such Lender’s 's Percentage, from and against any and all liabilities, obligations, losses, damages, claims, costs or expenses of any kind or nature whatsoever which may at any time be imposed on, incurred by, or asserted against, the Agent in any way relating to or arising out of this Agreement, the Notes and any other Loan Document, including reasonable attorneys’ ' fees, and as to which the Agent is not reimbursed by the Borrower; providedPROVIDED, howeverHOWEVER, that no Lender shall be liable for the payment of any portion of such liabilities, obligations, losses, damages, claims, costs or expenses which are determined by a court of competent jurisdiction in a final proceeding to have resulted solely from the Agent’s 's gross negligence or willful wilful misconduct. The Agent shall not be required to take any action hereunder, under the Notes or under any other Loan Document, or to prosecute or defend any suit in respect of this Agreement, the Notes or any other Loan Document, unless it is indemnified hereunder to its satisfaction. If any indemnity in favor of the Agent shall be or become, in the Agent’s 's determination, inadequate, the Agent may call for additional indemnification from the Lenders and cease to do the acts indemnified against hereunder until such additional indemnity is given.

Actions. Each Lender hereby appoints National City U.S. Bank as its Agent Administrative Lender and authorizes U.S. Bank to perform the functions of Administrative Lender under and for purposes of this Agreement, the Notes and each other Loan DocumentDocuments. Each Lender authorizes the Agent Administrative Lender to act on behalf of such Lender under this Agreement, the Notes and each other Loan Document Documents and, in the absence of other written instructions from the Required Lenders received from time to time by the Agent Administrative Lender (with respect to which the Agent Administrative Lender agrees that it will comply, except as otherwise provided in this Section or as otherwise advised by counsel), to exercise such powers hereunder and thereunder as are specifically delegated to or required of the Agent Administrative Lender by the terms hereof and thereof, together with such powers as may be reasonably incidental thereto. Each Lender hereby indemnifies (which indemnity shall survive any termination of this Agreement) the Agent, pro rata according to such Lender’s Percentage, Administrative Lender ratably from and against any and all liabilities, obligations, losses, damages, claims, costs or expenses of any kind or nature whatsoever which may at any time be imposed on, incurred by, or asserted against, the Agent against Administrative Lender in any way relating to or arising out of this Agreement, the Notes and any other Loan DocumentDocuments, including reasonable attorneys’ fees' fees (whether incurred at the trial or appellate level, in an arbitration or administrative proceeding, in bankruptcy, (including, without limitation, any adversary proceeding, contested matter or motion) or otherwise), and as to which the Agent Administrative Lender is not reimbursed by the BorrowerBorrowers; provided, however, that no Lender shall be liable for the payment of any portion of such liabilities, obligations, losses, damages, claims, costs or expenses which are determined by a court of competent jurisdiction in a final proceeding to have resulted solely from the Agent’s Administrative Lender's gross negligence or willful misconduct. The Agent Administrative Lender shall not be required to take any action hereunder, under the Notes or under any other Loan Document, or to prosecute or defend any suit in respect of this Agreement, the Notes or any other Loan Document, unless it is indemnified hereunder to its satisfaction. If any indemnity in favor of the Agent Administrative Lender shall be or become, in the Agent’s Administrative Lender's determination, inadequate, the Agent Administrative Lender may call for additional indemnification from the Lenders and cease to do the acts indemnified against hereunder until such additional indemnity is given.

Actions. Each Lender hereby appoints National City Scotiabank as its U.S. Agent, as its Canadian Agent and/or (in each case) as its collateral agent, as the case may be, under and for purposes of this Agreement, the Notes and each other Loan Document. Each Lender authorizes the applicable Agent to act on behalf of such Lender under this Agreement, the Notes and each other Loan Document and, in the absence of other written instructions from the Required Lenders received from time to time by the such Agent (with respect to which the such Agent agrees that it will comply, except as otherwise provided in this Section or as otherwise advised by counselcounsel in order to avoid contravention of applicable law), to exercise such powers hereunder and thereunder as are specifically delegated to or required of the such Agent by the terms hereof and thereof, together with such powers as may be reasonably incidental thereto. Each Lender hereby indemnifies (which indemnity shall survive any termination of this Agreement) the each Agent, pro rata PRO RATA according to such Lender’s Percentage's percentage of the Total Exposure Amount, from and against any and all liabilities, obligations, losses, damages, claims, costs or expenses of any kind or nature whatsoever which may at any time be imposed on, incurred by, or asserted against, the either Agent in any way relating to or arising out of this Agreement, the Notes and any other Loan Document, including reasonable attorneys’ ' fees, and as to which the such Agent is not reimbursed by the a Borrower; providedPROVIDED, howeverHOWEVER, that no Lender shall be liable for the payment of any portion of such liabilities, obligations, losses, damages, claims, costs or expenses which are determined by a court of competent jurisdiction in a final proceeding to have resulted solely from the such Agent’s 's gross negligence or willful wilful misconduct. The Neither Agent shall not be required to take any action hereunder, under the Notes or under any other Loan Document, or to prosecute or defend any suit in respect of this Agreement, the Notes or any other Loan Document, unless it is indemnified hereunder to its satisfaction. If any indemnity in favor of the Agent Agents shall be or become, in the either Agent’s 's determination, inadequate, the such Agent may call for additional indemnification from the Lenders and cease to do the acts indemnified against hereunder until such additional indemnity is given.

Actions. Each Lender hereby appoints National City DLJ as its Syndication Agent and UBOC as its Administrative Agent under and for purposes of this Agreement, the Notes Agreement and each other Loan Document. Each Lender authorizes the Agent Agents to act on behalf of such Lender under this Agreement, the Notes Agreement and each other Loan Document and, in the absence of other written instructions from the Required Lenders received from time to time by the Agent Agents (with respect to which each of the Agent Agents agrees that it will comply, except as otherwise provided in this Section or as otherwise advised by counsel), to exercise such powers hereunder and thereunder as are specifically delegated to or required of the Agent Agents by the terms hereof and thereof, together with such powers as may be reasonably incidental thereto. Each Lender hereby indemnifies (which indemnity shall survive any termination of this Agreement) the AgentAgents, pro rata according to ratably in accordance with their respective Term Loans outstanding and Commitments (or, if no Term Loans or Commitments are at the time outstanding and in effect, then ratably in accordance with the principal amount of Term Loans held by such Lender’s PercentageLender and their respective Commitments as in effect in each case on the date of the termination of this Agreement), from and against any and all liabilities, obligations, losses, damages, claims, costs or expenses of any kind or nature whatsoever which may at any time be imposed on, incurred by, or asserted against, either of the Agent Agents in any way relating to or arising out of this Agreement, the Notes Agreement and any other Loan Document, including reasonable attorneys’ ' fees, and as to which the any Agent is not reimbursed by the BorrowerBorrower or any other Obligor (and without limiting the obligation of the Borrower or any other Obligor to do so); provided, however, that no Lender shall be liable for the payment of any portion of such liabilities, obligations, losses, damages, claims, costs or expenses which are determined by a court of competent jurisdiction in a final proceeding to have resulted solely from the such Agent’s 's gross negligence or willful misconduct. The Agent Agents shall not be required to take any action hereunder, under the Notes hereunder or under any other Loan Document, or to prosecute or defend any suit in respect of this Agreement, the Notes Agreement or any other Loan Document, unless it is indemnified hereunder to its satisfaction. If any indemnity in favor of either of the Agent Agents shall be or become, in the such Agent’s 's determination, inadequate, the such Agent may call for additional indemnification from the Lenders and cease to do the acts indemnified against hereunder until such additional indemnity is given.. The Borrower and the Lenders agree that the Administrative Agent may delegate any of its duties under this Agreement to any of its Affiliates. Any such Affiliate (and such Affiliate's directors, officers, agents and employees) which performs duties in connection with this Agreement shall be entitled to the same benefits of the indemnification, waiver and other protective provisions to which such Agent is entitled under Articles IX and X.

Actions. Each Lender The Secured Parties hereby authorize and appoints National City as its Agent under and for purposes of this Agreement, the Notes and each other Loan Document. Each Lender authorizes the Collateral Agent to act on behalf of each such Lender Secured Party as collateral agent for and representative of such Secured Party under this AgreementAgreement and each of the Notes, to enforce the rights provided under this Agreement and each of the Notes and each other Loan Document the obligations of the Company hereunder and thereunder and, in the absence of other written instructions from the Required Lenders received from time to time by the Agent (with respect to which the Agent agrees that it will comply, except as otherwise provided in this Section or as otherwise advised by counsel), to exercise such powers hereunder and thereunder as are specifically delegated to or required of the Collateral Agent by the terms hereof and thereof, together with such powers as may be reasonably incidental thereto. Each Lender hereby indemnifies The Secured Parties agree (which indemnity agreement shall survive any termination of this Agreement) to indemnify the Collateral Agent, pro rata according to such Lender’s Percentage, from and against any and all liabilities, obligations, losses, damages, claims, costs penalties, actions, judgments, suits, costs, expenses or expenses disbursements of any kind or nature whatsoever which may at any time be imposed on, incurred by, or asserted against, against the Collateral Agent in any way relating to or arising out of this Agreement, the Notes and any other Loan Documentagreement relating thereto, including the reimbursement of the Collateral Agent for all reasonable out-of-pocket expenses (including attorneys’ fees' fees and expenses) incurred by the Collateral Agent hereunder or in connection herewith or in enforcing the obligations of the Company under this Agreement and the Notes, and in all cases as to which the Collateral Agent is not reimbursed by the BorrowerCompany; provided, howeverthat none of the Secured Parties, that no Lender expressly excluding the Collateral Agent, shall be liable for the payment of any portion of such liabilities, obligations, losses, damages, claimspenalties, costs actions, judgments, suits, costs, expenses or expenses which are disbursements determined by a court of competent jurisdiction in a final proceeding to have resulted solely from the Collateral Agent’s 's gross negligence or willful misconduct. The Collateral Agent shall not be required to take or omit to take any action hereunder, hereunder or under the Notes or under any other Loan DocumentNotes, or to prosecute or defend any suit in respect of this AgreementAgreement or any of the Notes, the Notes or any other Loan Documentagreement relating thereto, unless it is indemnified to its satisfaction by the Secured Parties against loss, costs, liability, and expense. The Collateral Agent may delegate its duties hereunder to its satisfaction. If any indemnity affiliates, agents, attorneys-in-fact and receivers (which term includes receivers as managers) selected in favor of good faith by the Agent shall be or become, in the Collateral Agent’s determination, inadequate, the Agent may call for additional indemnification from the Lenders and cease to do the acts indemnified against hereunder until such additional indemnity is given.

Actions. Each Lender hereby appoints National City U.S. Bank as its Agent Administrative Lender and authorizes U.S. Bank to perform the functions of Administrative Lender under and for purposes of this Agreement, the Notes and each other Loan DocumentDocuments. Each Lender authorizes the Agent Administrative Lender to act on behalf of such Lender under this Agreement, the Notes and each other Loan Document Documents and, in the absence of other written instructions from the Required Lenders received from time to time by the Agent Administrative Lender (with respect to which the Agent Administrative Lender agrees that it will comply, except as otherwise provided in this Section or as otherwise advised by counsel), to exercise such powers hereunder and thereunder as are specifically delegated to or required of the Agent Administrative Lender by the terms hereof and thereof, together with such powers as may be reasonably incidental thereto. Each Lender hereby indemnifies (which indemnity shall survive any termination of this Agreement) the Agent, pro rata according to such Lender’s Percentage, Administrative Lender ratably from and against any and all liabilities, obligations, losses, damages, claims, costs or expenses of any kind or nature whatsoever which may at any time be imposed on, incurred by, or asserted against, the Agent against Administrative Lender in any way relating to or arising out of this Agreement, the Notes and any other Loan DocumentDocuments, including reasonable attorneys’ feesfees (whether incurred at the trial or appellate level, in an arbitration or administrative proceeding, in bankruptcy, (including, without limitation, any adversary proceeding, contested matter or motion) or otherwise), and as to which the Agent Administrative Lender is not reimbursed by the BorrowerBorrowers; provided, however, that no Lender shall be liable for the payment of any portion of such liabilities, obligations, losses, damages, claims, costs or expenses which are determined by a court of competent jurisdiction in a final proceeding to have resulted solely from the AgentAdministrative Lender’s gross negligence or willful misconduct. The Agent Administrative Lender shall not be required to take any action hereunder, under the Notes or under any other Loan Document, or to prosecute or defend any suit in respect of this Agreement, the Notes or any other Loan Document, unless it is indemnified hereunder to its satisfaction. If any indemnity in favor of the Agent Administrative Lender shall be or become, in the AgentAdministrative Lender’s determination, inadequate, the Agent Administrative Lender may call for additional indemnification from the Lenders and cease to do the acts indemnified against hereunder until such additional indemnity is given.

Actions. Each Lender hereby appoints National City BankAmerica as its Agent under and for purposes of this Agreement, the Notes and each other Loan Document, and BankAmerica hereby accepts such appointment. Each Lender authorizes the Agent to act on behalf of such Lender under this Agreement, the Notes and each other Loan Document and, in the absence of other written instructions from the Required Lenders received from time to time by the Agent (with respect to which the Agent agrees that it will comply, except as otherwise provided in this Section or as otherwise advised by counseland to the extent such instructions may reasonably be expected to comply with applicable law), to exercise such powers and to perform such duties hereunder and thereunder as are specifically delegated to or required of the Agent by the terms hereof and thereof, together with such powers as may be reasonably incidental thereto; provided, however, that the Agent shall not take any action that requires the consent of any Lender unless it receives such consent. Each Lender hereby indemnifies (which indemnity shall survive any termination of this Agreement) the Agent, pro rata according to such Lender’s 's Percentage, from and against any and all liabilities, obligations, losses, damages, claims, costs or expenses of any kind or nature whatsoever which may at any time be imposed on, incurred by, or asserted against, the Agent in any way relating to or arising out of this Agreement, the Notes and any other Loan Document, including reasonable attorneys’ ' fees, and as to which the Agent is not reimbursed by the BorrowerBorrowers; provided, however, that no Lender shall be liable for the payment of any portion of such liabilities, obligations, losses, damages, claims, costs or expenses which are determined by a court of competent jurisdiction in a final proceeding to have resulted solely from the Agent’s 's gross negligence or willful wilful misconduct. The Agent shall not be required to take any action hereunder, under the Notes or under any other Loan Document, or to prosecute or defend any suit in respect of this Agreement, the Notes or any other Loan Document, unless it is indemnified hereunder to its satisfaction. If any indemnity in favor of the Agent shall be or become, in the Agent’s 's determination, inadequate, the Agent may call for additional indemnification from the Lenders and cease to do the acts indemnified against hereunder until such additional indemnity is given.

Actions. Each Lender hereby appoints National City SunTrust as its the Administrative Agent under and for purposes of this Agreement, the Notes and each other Loan Document. Each Lender authorizes the Administrative Agent to act on behalf of such Lender under this Agreement, the Notes and each other Loan Document and, in the absence of other written instructions from the Required Lenders Xxxxxxx received from time to time by the Administrative Agent (with respect to which the Administrative Agent agrees that it will comply, except as otherwise provided in this Section or as otherwise advised by counselcounsel in order to avoid contravention of applicable law), to exercise such powers hereunder and thereunder as are specifically delegated to or required of the Administrative Agent by the terms hereof and thereof, together with such powers as may be reasonably incidental thereto. Each Lender hereby indemnifies (which indemnity shall survive any termination of this Agreement) the Agent, Administrative Agent pro rata according to such Lender’s PercentageXxxxxx's proportionate Revolving Loan Commitment Amount, from and against any and all liabilities, obligations, losses, damages, claims, costs or expenses of any kind or nature whatsoever which may at any time be imposed on, incurred by, or asserted against, the Administrative Agent in any way relating to or arising out of this Agreement, the Notes and any other Loan Document, Document (including reasonable attorneys’ ' fees), and as to which the Administrative Agent is not reimbursed by the a Borrower; provided, however, provided that no Lender shall be liable for the payment of any portion of such liabilities, obligations, losses, damages, claims, costs or expenses which are determined by a court of competent jurisdiction in a final proceeding to have resulted solely from the Administrative Agent’s 's gross negligence or willful misconduct. The Administrative Agent shall not be required to take any action hereunder, under the Notes or under any other Loan Document, or to prosecute or defend any suit in respect of this Agreement, the Notes or any other Loan Document, unless it is indemnified hereunder to its satisfaction. If any indemnity in favor of the Administrative Agent shall be or become, in the Administrative Agent’s 's determination, inadequate, the Administrative Agent may call for additional indemnification from the Lenders and cease to do the acts indemnified against hereunder until such additional indemnity is given.

Actions. Each Lender Gestetner hereby authorizes and appoints National City as its Agent under and for purposes of this Agreement, the Notes and each other Loan Document. Each Lender authorizes the Collateral Agent to act on behalf of each such Lender Secured Party as collateral agent for and representative of such Secured Party under this AgreementAgreement and each of the Gestetner Notes, to enforce the rights provided under this Agreement and each of the Gestetner Notes and each other Loan Document the obligations of the Company hereunder and thereunder and, in the absence of other written instructions from the Required Lenders received from time to time by the Agent (with respect to which the Agent agrees that it will comply, except as otherwise provided in this Section or as otherwise advised by counsel), to exercise such powers hereunder and thereunder as are specifically delegated to or required of the Collateral Agent by the terms hereof and thereof, together with such powers as may be reasonably incidental thereto. Each Lender hereby indemnifies Gestetner agrees (which indemnity agreement shall survive any termination of this Agreement) to indemnify the Collateral Agent, pro rata according to such Lender’s Percentage, from and against any and all liabilities, obligations, losses, damages, claims, costs penalties, actions, judgments, suits, costs, expenses or expenses disbursements of any kind or nature whatsoever which may at any time be imposed on, incurred by, or asserted against, against the Collateral Agent in any way relating to or arising out of this Agreement, the Gestetner Notes and any other Loan Documentagreement relating thereto, including the reimbursement of the Collateral Agent for all reasonable out-of-pocket expenses (including attorneys’ fees' fees and expenses) incurred by the Collateral Agent hereunder or in connection herewith or in enforcing the obligations of the Company under this Agreement and the Gestetner Notes, and in all cases as to which the Collateral Agent is not reimbursed by the BorrowerCompany; provided, however, that no Lender neither Gestetner nor any other Gestetner Purchaser shall be liable for the payment of any portion of such liabilities, obligations, losses, damages, claimspenalties, costs actions, judgments, suits, costs, expenses or expenses which are disbursements determined by a court of competent jurisdiction in a final proceeding to have resulted solely from the Collateral Agent’s 's gross negligence or willful misconduct. The Collateral Agent shall not be required to take or omit to take any action hereunder, hereunder or under the Notes or under any other Loan DocumentNotes, or to prosecute or defend any suit in respect of this AgreementAgreement or any of the Gestetner Notes, the Notes or any other Loan Documentagreement relating thereto, unless it is indemnified to its satisfaction by Gestetner against loss, costs, liability, and expense. The Collateral Agent may delegate its duties hereunder to its satisfaction. If any indemnity affiliates, agents, attorneys-in-fact and receivers (which term includes receivers as managers) selected in favor of good faith by the Agent shall be or become, in the Collateral Agent’s determination, inadequate, the Agent may call for additional indemnification from the Lenders and cease to do the acts indemnified against hereunder until such additional indemnity is given.

Actions. Each Lender hereby appoints National City DLJ as its Syndication Agent and BOM as its Administrative Agent under and for purposes of this Agreement, the Notes and each other Loan Document. Each Lender authorizes the Agent Agents to act on behalf of such Lender under this Agreement, the Notes and each other Loan Document and, in the absence of other written instructions from the Required Lenders received from time to time by the Agent Agents (with respect to which each of the Agent Agents agrees that it will comply, except as otherwise provided in this Section or as otherwise advised by counsel), to exercise such powers hereunder and thereunder as are specifically delegated to or required of the Agent Agents by the terms hereof and thereof, together with such powers as may be reasonably incidental thereto. The Agents may execute any of their respective duties under this Agreement, the Notes and each other Loan Document by or through their respective employees, agents and attorneys-in-fact. Each Lender hereby indemnifies (which indemnity shall survive any termination of this Agreement) the AgentAgents, pro rata according to such Lender’s Percentage's percentage of the Total Exposure Amount, from and against any and all liabilities, obligations, losses, damages, claims, costs or expenses of any kind or nature whatsoever which may at any time be imposed on, incurred by, or asserted against, either of the Agent Agents in any way relating to or arising out of this Agreement, the Notes and any other Loan Document, including reasonable attorneys’ ' fees, and as to which the any Agent is not reimbursed by 110 the BorrowerBorrower or any other Obligor (and without limiting the obligation of the Borrower or any other Obligor to do so); provided, however, that no Lender shall be liable for the payment of any portion of such liabilities, obligations, losses, damages, claims, costs or expenses which are determined by a court of competent jurisdiction in a final proceeding to have resulted solely from the such Agent’s 's gross negligence or willful wilful misconduct. The An Agent shall not be required to take any action hereunder, under the Notes or under any other Loan Document, or to prosecute or defend any suit in respect of this Agreement, the Notes or any other Loan Document, unless it is indemnified hereunder to its satisfaction. If any indemnity in favor of either of the Agent Agents shall be or become, in the such Agent’s 's determination, inadequate, the such Agent may call for additional indemnification from the Lenders and cease to do the acts indemnified against hereunder until such additional indemnity is given.

Actions. Each Lender Secured Party hereby authorizes and appoints National City as its Agent under and for purposes of this Agreement, the Notes and each other Loan Document. Each Lender authorizes the Intercreditor Collateral Agent to act on behalf of such Lender Secured Party as Intercreditor Collateral Agent for and representative of such Secured Party under this AgreementAgreement and the Collateral Documents, to enforce the Notes rights provided under the Collateral Documents and each other Loan Document the obligations of FII and, in the absence of other written instructions from the Required Lenders Requisite Secured Parties received from time to time by the Intercreditor Collateral Agent (with respect to which the Intercreditor Collateral Agent agrees that it will complywill, subject to the terms of this Section, comply in good faith except as otherwise provided in this Section or as otherwise advised by counsel), to exercise such powers hereunder and thereunder as are specifically delegated to or required of the Intercreditor Collateral Agent by the terms hereof and thereof, together with such powers as may be reasonably incidental thereto. Each Lender hereby indemnifies Secured Party agrees (which indemnity Agreement shall survive any termination of this Agreement) to indemnify the Intercreditor Collateral Agent, pro rata Ratably according to such Lender’s PercentageSecured Party's Secured Obligations, from and against any and all liabilities, obligations, losses, damages, claims, costs penalties, actions, judgments, suits, costs, expenses or expenses disbursements of any kind or nature whatsoever which may at any time be imposed on, incurred by, or asserted against, against the Intercreditor Collateral Agent in any way relating to or arising out of this Agreement, Agreement or the Notes and any other Loan DocumentCollateral Documents, including the reimbursement of the Intercreditor Collateral Agent for all reasonable out-of-pocket expenses (including attorneys’ fees' fees and expenses) incurred by the Intercreditor Collateral Agent hereunder or in connection herewith or in enforcing the obligations of FII under the Collateral Documents, and in all cases as to which the Intercreditor Collateral Agent is not reimbursed by the BorrowerFII; provided, however, that no Lender Secured Party shall be liable for the payment of any portion of such liabilities, obligations, losses, damages, claimspenalties, costs actions, judgments, suits, costs, expenses or expenses which are disbursements determined by a court of competent jurisdiction in a final proceeding to have resulted solely from the Intercreditor Collateral Agent’s 's gross negligence or willful wilful misconduct. The Intercreditor Collateral Agent shall not be required to take or omit to take any action hereunder, under the Notes hereunder or under any other Loan DocumentApplicable Agreement or the Collateral Documents, or to prosecute or defend any suit in respect of this Agreement, any Applicable Agreement or the Notes or any other Loan Document, Collateral Documents unless it is indemnified hereunder to its satisfactionsatisfaction by the Secured Parties against loss, costs, liability, and expense. If any indemnity in favor of the Intercreditor Collateral Agent shall be or become, in the Intercreditor Collateral Agent’s 's determination, inadequateinadequate or impaired, the Agent it may call for additional indemnification from the Lenders indemnity and cease to do the acts indemnified against hereunder until such additional indemnity is given. The Intercreditor Collateral Agent may delegate its duties hereunder to affiliates, agents, attorneys-in-fact and receivers (which term includes receivers as managers) selected in good faith by the Intercreditor Collateral Agent.

Actions. Each Lender hereby appoints National City BofA as its Administrative Agent and Collateral Agent under and for purposes of this Agreement, the Notes and each other Loan Document. Each Lender authorizes the Administrative Agent to act on behalf of such Lender under this Agreement, the Notes and each other Loan Document and, in the absence of other written instructions from the Required Lenders received from time to time by the Administrative Agent (with respect to which the Administrative Agent agrees that it will comply, except as otherwise provided in this Section or as otherwise advised by counsel), to exercise such powers hereunder and thereunder as are specifically delegated to or required of the Administrative Agent by the terms hereof and thereof, together with such powers as may be reasonably incidental thereto. Each Lender hereby indemnifies (which indemnity shall survive any termination of this Agreement) the Administrative Agent, pro rata according to such Lender’s Percentage, from and against any and all liabilities, obligations, losses, damages, claims, costs or expenses of any kind or nature whatsoever which may at any time be imposed on, incurred by, or asserted against, the Administrative Agent in any way relating to or arising out of this Agreement, the Notes and any other Loan Document, including reasonable attorneys’ fees, and as to which the Administrative Agent is not reimbursed by the Borrower; whether or not arising out of the negligence of the Administrative Agent, provided, however, that no Lender shall be liable for the payment of any portion of such liabilities, obligations, losses, damages, claims, costs or expenses which are determined by a court of competent jurisdiction in a final proceeding to have resulted solely from the Administrative Agent’s gross negligence or willful wilful misconduct. The Administrative Agent shall not be required to take any action hereunder, under the Notes or under any other Loan Document, or to prosecute or defend any suit in respect of this Agreement, the Notes or any other Loan Document, unless it is indemnified hereunder to its satisfaction. If any indemnity in favor of the Administrative Agent shall be or become, in the Administrative Agent’s determination, inadequate, the Administrative Agent may call for additional indemnification from the Lenders and cease to do the acts indemnified against hereunder until such additional indemnity is given.

Actions. Each Lender Holder by accepting its Asset Bridge Note and an interest in the Collateral (as defined in the Security Documents) securing such Asset Bridge Note hereby appoints National City Rail America Holdings Funding, Inc. as its Collateral Agent under and for purposes of this Agreement, the Notes and each other Loan Security Document. Each Lender Holder authorizes the Collateral Agent to act on behalf of such Lender Holder under this Agreement, the Notes and each other Loan Security Document and, in the absence of other written instructions from the Required Lenders Majority Holders received from time to time by the Collateral Agent (with respect to which the Collateral Agent agrees that it will complycomply in such capacity, except as otherwise provided in this Section or as otherwise advised by counselcounsel in order to avoid contravention of applicable law), to exercise such powers hereunder and thereunder as are specifically delegated to or required of the Collateral Agent by the terms hereof and thereof, together with such powers as may be reasonably incidental thereto. Each Lender Holder hereby indemnifies (which indemnity shall survive any termination of this Agreement) the Collateral Agent, pro rata PRO RATA according to the percentage of the outstanding aggregate principal amount of such Lender’s PercentageHolder's Asset Bridge Note in respect of the outstanding aggregate principal amount of all Asset Bridge Notes, from and against any and all liabilities, obligations, losses, damages, claims, costs or expenses of any kind or nature whatsoever which may at any time be imposed on, incurred by, or asserted against, the Collateral Agent in any way relating to or arising out of this Agreement, the Notes and any other Loan Security Document, including reasonable attorneys’ ' fees, and as to which the Collateral Agent is not reimbursed by the BorrowerHoldings or Intermediate Holdings; providedPROVIDED, howeverHOWEVER, that no Lender Holder shall be liable for the payment of any portion of such liabilities, obligations, losses, damages, claims, costs or expenses which are determined by a court of competent jurisdiction in a final proceeding to have resulted solely from the Collateral Agent’s 's gross negligence or willful wilful misconduct. The Collateral Agent shall not be required to take any action hereunder, under the Notes or under any other Loan Security Document, or to prosecute or defend any suit in respect of this Agreement, the Notes or any other Loan Security Document, unless it is indemnified hereunder to its satisfaction. If any indemnity in favor of the Collateral Agent shall be or become, in the Collateral Agent’s 's determination, inadequate, the Collateral Agent may call for additional indemnification from the Lenders Holders and cease to do the acts indemnified against hereunder until such additional indemnity is given.

Actions. Each Lender hereby appoints National City as its Agent under and for purposes the holder of this Agreement, the Notes and each other Loan Document. Each Lender Note authorizes the Agent to act on behalf of such Lender or holder under this Agreement, the Notes Agreement and each any other Loan Document and, in the absence of other written instructions from the Required Lenders received from time to time by the Agent (with respect to which the Agent agrees that it will will, subject to the last two sentences of this Section 8.1, comply, except as otherwise provided in this Section or as otherwise advised by counsel), to exercise such powers hereunder and thereunder as are specifically delegated to or required of the Agent by the terms hereof and thereof, together with such powers as may be reasonably incidental thereto. Each Lender hereby indemnifies agrees (which indemnity agreement shall survive any termination of this Agreement) to indemnify the Agent, pro rata according to such Lender’s 's Percentage, from and against any and all liabilities, obligations, losses, damages, claimspenalties, costs actions, judgments, suits, costs, expenses or expenses disbursements of any kind or nature whatsoever which may at any time be imposed on, incurred by, or asserted against, against the Agent in any way relating to or arising out of this Agreement, the Notes and Notes, or any other Loan Document, including reasonable the reimbursement of the Agent for all out-of-pocket expenses (including attorneys’ ' fees) incurred by the Agent hereunder or in connection herewith or in enforcing the Obligations of the Borrower under this Agreement or any other Loan Document, and in all cases as to which the Agent is not reimbursed by the Borrower; provided, however, provided that no Lender shall be liable for the payment of any portion of such liabilities, obligations, losses, damages, claimspenalties, costs actions, judgments, suits, costs, expenses or expenses which are disbursements determined by a court of competent jurisdiction in a final proceeding to have resulted solely from the Agent’s 's gross negligence or willful wilful misconduct. The Agent shall not be required to take any action hereunder, under the Notes hereunder or under any other Loan Document, or to prosecute or defend any suit in respect of this Agreement, the Notes Agreement or any other Loan Document, unless it is indemnified hereunder to its satisfactionsatisfaction by the Lenders against loss, costs, liability and expense. If any indemnity in favor of the Agent shall be or becomebecome impaired, in the Agent’s determination, inadequate, the Agent it may call for additional indemnification from the Lenders indemnity and cease to do the acts indemnified against hereunder until such additional indemnity is given.

Actions. Each Lender Secured Party, by executing and delivering this Agreement and/or by accepting the benefits of this Agreement and the other Collateral Documents, hereby appoints National City (i) consents to the appointment of the Collateral Agent as agent hereunder and grants to the Collateral Agent all rights and powers necessary for the Collateral Agent to perform its obligations hereunder, (ii) confirms that the Collateral Agent under and for purposes shall have the authority, subject to the terms of this Agreement, to act as the Notes exclusive agent and each other Loan attorney- in- fact of such Secured Party to enforce any remedies under or with respect to any Collateral Document, to give or withhold any consent or approval relating to any Collateral or the Collateral Documents or any obligations with respect thereto, and otherwise to take any action on behalf of the Secured Parties contemplated in the Collateral Documents (including exercising remedies) and (iii) agrees that, except as provided in this Agreement, such Secured Party shall not take any action to enforce any of such remedies or give any such consents or approvals relating to any Collateral or the Collateral Documents. Each Lender Secured Party authorizes the Collateral Agent to act on behalf of such Lender Secured Party under this Agreement, the Notes Agreement and each other Loan Collateral Document and, in the absence of other written instructions from the Required Lenders Secured Parties received from time to time by the Collateral Agent (with respect to which the Collateral Agent agrees that it will comply, except as otherwise provided in this Section or as otherwise advised by counselcounsel in order to avoid contravention of applicable law), to exercise such powers hereunder and thereunder as are specifically delegated to or required of the Collateral Agent by the terms hereof and thereof, together with such powers as may be reasonably incidental thereto. Each Lender Secured Party hereby indemnifies (which indemnity shall survive any termination of this Agreement) the Collateral Agent, pro rata according to such Lender’s PercentageSecured Party's Ratable portion of the Secured Obligations, from and against any and all liabilities, obligations, losses, damages, claims, costs or expenses of any kind or nature whatsoever which may at any time be imposed on, incurred by, or asserted against, the Collateral Agent in any way relating to or arising out of this Agreement, the Notes and Agreement or any other Loan Collateral Document, including reasonable attorneys’ ' fees, and as to which the Collateral Agent is not reimbursed by the Borrower; providedPROVIDED, howeverHOWEVER, that no Lender Secured Party shall be liable for the payment of any portion of such liabilities, obligations, losses, damages, claims, costs or expenses which are determined by a court of competent jurisdiction in a final proceeding to have resulted solely from the Collateral Agent’s 's gross negligence or willful misconduct. The Collateral Agent shall not be required to take any action hereunder, under the Notes this Agreement or under any other Loan Collateral Document, or to prosecute or defend any suit in respect of this Agreement, the Notes Agreement or any other Loan Collateral Document, unless it is indemnified hereunder to its satisfaction. If any indemnity in favor of the Collateral Agent shall be or become, in the Collateral Agent’s 's determination, inadequate, the Collateral Agent may call for additional indemnification from the Lenders Secured Parties and cease to do the acts indemnified against hereunder until such additional indemnity is given.

Actions. Each Lender hereby appoints National City (i) JPMorgan as its the Administrative Agent under this Agreement and for purposes each other Loan Document, (ii) Wachovia Bank, National Association, as Syndication Agent under this Agreement and each other Loan Document, and (iii) Barclays Bank PLC, Deutsche Bank AG New York Branch and The Royal Bank of Scotland plc, as Co-Documentation Agents under this Agreement, the Notes Agreement and each other Loan Document. Each Lender authorizes the Administrative Agent to act on behalf of such Lender under this Agreement, the Notes Agreement and each other Loan Document and, in the absence of other written instructions from the Required Lenders received from time to time by the Administrative Agent (with respect to which the Administrative Agent agrees that it will comply, except as otherwise provided in this Section or as otherwise advised by counsel), to exercise such powers hereunder and thereunder as are specifically delegated to or required of the Administrative Agent by the terms hereof and thereof, together with such powers as may be reasonably incidental thereto. Each Lender acknowledges that none of the Syndication Agent or the Co-Documentation Agents have any duties or obligations under this Agreement or any other Loan Document in connection with their capacity as either the Syndication Agent or a Co-Documentation Agent, respectively. Each Lender hereby indemnifies (which indemnity shall survive any termination of this Agreement) each of the AgentAgents, pro rata according to such Lender’s Percentage, WHETHER OR NOT RELATED TO ANY SINGULAR, JOINT OR CONCURRENT NEGLIGENCE OF THE AGENTS, from and against any and all liabilities, obligations, losses, damages, claims, costs or expenses of any kind or nature whatsoever which may at any time be imposed on, incurred by, or asserted against, the any Agent in any way relating to or arising out of this Agreement, the Notes Agreement and any other Loan Document, including reasonable attorneys’ fees, and as to which the such Agent is not reimbursed by the Borrower; provided, however, that no Lender shall be liable for the payment of any portion of such liabilities, obligations, losses, damages, claims, costs or expenses which are determined by a court of competent jurisdiction in a final proceeding to have resulted solely from the such Agent’s gross negligence or willful misconduct. The Agent None of the Agents shall not be required to take any action hereunder, under the Notes hereunder or under any other Loan Document, or to prosecute or defend any suit in respect of this Agreement, the Notes Agreement or any other Loan Document, unless it is indemnified hereunder to its satisfaction. If any indemnity in favor of the any Agent shall be or becomebecome inadequate, in the such Agent’s determination, inadequateas the case may be, the such Agent may call for additional indemnification from the Lenders and cease to do the acts indemnified against hereunder until such additional indemnity is given. Notwithstanding any provision to the contrary contained elsewhere in this Agreement or in any other Loan Document, none of the Agents shall have any duties or responsibilities, except as expressly set forth herein, nor shall any of the Agents have or be deemed to have any fiduciary relationship with any Lender, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or any other Loan Document or otherwise exist against any of the Agents.

Actions. Each Lender hereby appoints National City Wachovia Bank as its Administrative Agent and Congress as its Inventory Agent under and for purposes of this Agreement, the Notes and each other Loan Document. Each Lender authorizes the Administrative Agent and the Inventory Agent to act on behalf of such Lender under this Agreement, the Notes and each other Loan Document and, in the absence of other written instructions from the Required Lenders received from time to time by the Administrative Agent or the Inventory Agent (with respect to which the Administrative Agent and the Inventory Agent agrees that it will comply, except as otherwise provided in this Section or as otherwise advised by counselcounsel in order to avoid contravention of applicable law), to exercise such powers hereunder and thereunder as are specifically delegated to or required of the Administrative Agent or the Inventory Agent by the terms hereof and thereof, together with such powers as may be reasonably incidental thereto. Each Lender hereby indemnifies (which indemnity shall survive any termination of this Agreement) the Administrative Agent, the Inventory Agent and the Arranger, pro rata according to such Lender’s Percentage's proportionate Total Exposure Amount, from and against any and all liabilities, obligations, losses, damages, claims, costs or expenses of any kind or nature whatsoever which may at any time be imposed on, incurred by, or asserted against, the Administrative Agent, the Inventory Agent or the Arranger, as the case may be, or in any way relating to or arising out of this Agreement, the Notes any Loan Document (including attorneys' fees and expenditures to protect or preserve any other Loan Document, including reasonable attorneys’ feescollateral), and as to which the Administrative Agent, the Inventory Agent or the Arranger, as the case may be, is not reimbursed by the Borrower; provided, however, that no Lender shall be liable for the payment of any portion of such liabilities, obligations, losses, damages, claims, costs or expenses which (a) in the case of liabilities, obligations, losses, damages, claims, costs or expenses claimed by the Administrative Agent, are determined by a court of competent jurisdiction in a final proceeding to have resulted from the Administrative Agent's gross negligence or willful misconduct, (b) in the case of liabilities, obligations, losses, damages, claims, costs or expenses claimed by the Arranger, are determined by a court of competent jurisdiction in a final proceeding to have resulted solely from the Arranger's gross negligence or willful misconduct, and (c) in the case of liabilities, obligations, losses, damages, claims, costs or expenses claimed by the Inventory Agent’s , are determined by a court of competent jurisdiction in a final proceeding to have resulted from the Inventory Agent's gross negligence or willful misconduct. The Administrative Agent and the Inventory Agent shall not be required to take any action hereunder, under the Notes or under any other Loan Document, or to prosecute or defend any suit in respect of this Agreement, the Notes or any other Loan Document, unless it is indemnified hereunder to its satisfaction. If any indemnity in favor of the Administrative Agent or the Inventory Agent shall be or become, in the Administrative Agent’s 's or the Inventory Agent determination, inadequate, the Administrative Agent or the Inventory Agent may call for additional indemnification from the Lenders and cease to do the acts indemnified against hereunder until such additional indemnity is given.

Actions. Each Lender hereby appoints National City Scotia Capital as its Administrative Agent under and for purposes of this Agreement, the Notes Agreement and each other Loan Document. Each Lender authorizes the Administrative Agent to act on behalf of such Lender under this Agreement, the Notes Agreement and each any other Loan Document and, in the absence of other written instructions from the Required Lenders received from time to time by the Administrative Agent (with respect to which the Administrative Agent agrees that it will complywill, subject to the last two sentences of this Section, comply in good faith except as otherwise provided in this Section or as otherwise advised by counsel), to exercise such powers hereunder and thereunder as are specifically delegated to or required of the Administrative Agent by the terms hereof and thereof, together with such powers as may be reasonably incidental thereto. The parties hereto acknowledge that the Documentation Agent has no responsibilities in its capacity as Agent pursuant to any Loan Document. Each Lender hereby indemnifies agrees (which indemnity agreement shall survive any termination of this Agreement) the to indemnify each Agent, pro rata according to such Lender’s Percentage, from and against any and all liabilities, obligations, losses, damages, claimspenalties, costs actions, judgments, suits, costs, expenses, or expenses disbursements of any kind or nature whatsoever which may at any time be imposed on, incurred by, or asserted against, the against such Agent in any way relating to or arising out of this Agreement, the Notes and or any other Loan Document, including the reimbursement of such Agent for all reasonable out-of-pocket expenses (including reasonable attorneys’ fees) and the reasonably allocated costs of in-house counsel and legal staff incurred by such Agent hereunder or in connection herewith or in enforcing the Liabilities of the Borrower under this Agreement or any other Loan Document, and in all cases as to which the such Agent is not reimbursed by the Borrower; provided, however, provided that no Lender shall be liable for the payment of any portion of such liabilities, obligations, losses, damages, claimspenalties, costs actions, judgments, suits, costs, expenses, or expenses which are disbursements determined by a court of competent jurisdiction in a final proceeding to have resulted solely from the such Agent’s gross negligence or willful misconduct. The Administrative Agent shall not be required to take any action hereunder, under the Notes hereunder or under any other Loan Document, or to prosecute or defend any suit in respect of this Agreement, the Notes Agreement or any other Loan Document, unless it is indemnified hereunder to its satisfactionsatisfaction by the Lenders against loss, costs, liability, and expense. If any indemnity in favor of the Administrative Agent shall be or becomebecome impaired, in the Agent’s determination, inadequate, the Agent it may call for additional indemnification from the Lenders indemnity and cease to do the acts indemnified against hereunder until such additional indemnity is given. If the Administrative Agent has received indemnification payments from the Borrower and/or the Lenders in an amount equal to the full amount of all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements specified in the third sentence of this Section 10.1 with respect to a particular matter, then, to the extent any indemnification payments made by the Lenders pursuant to this Section 10.1 are subsequently recovered from the Borrower with respect to such matter, the Administrative Agent will promptly refund such previously paid indemnity payments to the Lenders, without interest.

Actions. Each Lender hereby appoints National City as its Agent under and for purposes Unless a specific provision of this AgreementAgreement provides that the Agent shall act only upon written directions or instructions from a specific percentage thereof, the Notes and Agent shall be deemed to be authorized on behalf of each other Loan Document. Each Lender authorizes the Agent Holder to act on behalf of such Lender Holder under this Agreement, the Notes Agreement and each any other Loan Document and, in the absence of other written instructions from the Required Lenders a Special Majority received from time to time by the Agent (with respect to which the Agent agrees that it will will, subject to the last two sentences of this section 9.1, comply, except as otherwise provided in this Section or as otherwise advised by counsel), to exercise such powers hereunder and thereunder as are specifically delegated to or required of the Agent by the terms hereof and thereof, together with such powers as may be reasonably incidental thereto. Each Lender hereby indemnifies The Agent shall have no duty to ascertain or inquire as to the performance or observance of any of the terms of this Agreement or any other Loan Document by the Borrower. By accepting their Debentures or Notes, as applicable, each Holder shall be deemed to have agreed to indemnify the Agent (which indemnity agreement shall survive any termination of this Agreement) the Agent, pro rata according to such Lender’s PercentageHolder's percentage), from and against any and all liabilities, obligations, losses, damages, claimspenalties, costs actions, judgments, suits, costs, expenses or expenses disbursements of any kind or nature whatsoever which may at any time be imposed on, incurred by, or asserted against, against the Agent in any way relating to or arising out of this Agreement, the Debentures, the Notes and or any other Loan Document, including reasonable the reimbursement of the Agent for all out-of-pocket expenses (including attorneys’ ' fees) incurred by the Agent hereunder or in connection herewith or in enforcing the Obligations of the Borrowers under this Agreement or any other Loan Document, and in all cases as to which the Agent is not reimbursed by the BorrowerBorrowers; provided, however, provided that no Lender Holder shall be liable for the payment of any portion of such liabilities, obligations, losses, damages, claimspenalties, costs actions, judgments, suits, costs, expenses or expenses which are disbursements determined by a court of competent jurisdiction in a final proceeding to have resulted solely from the Agent’s 's gross negligence or willful misconduct. The Agent shall not be required to take any action hereunder, under the Notes hereunder or under any other Loan Document, or to prosecute or defend any suit in respect of this Agreement, the Notes Agreement or any other Loan Document, unless it the Agent is indemnified hereunder to its satisfactionreasonable satisfaction by the Holders against loss, costs, liability and expense. If any indemnity in favor of the Agent shall be or becomebecome impaired, in the Agent’s determination, inadequate, the Agent it may call for additional indemnification from the Lenders indemnity and cease to do the acts indemnified against hereunder until such additional indemnity is given. In the event that the Agent following the occurrence of an event of default hereunder receives instructions from either the Bridge Majority Holders, the Class A Majority Holders, the Class B Majority Holders or the Class C Majority Holders, as the case may be, to take any action to foreclose on or otherwise realize on the Collateral, the other Majority Holders shall not give any contrary instruction to the Agent and, if any such instruction is given, it shall have no force and effect.

Actions. Each Lender hereby appoints National City CSFB as its Administrative Agent under and for purposes of this Agreement, the Notes and each other Loan Document. Each Lender authorizes (i) each Arranger to act on behalf of such Lender under each Loan Document (other than the Intercreditor Agreement) and (ii) the Administrative Agent to act on behalf of such Lender under this Agreement, the Notes and each other Loan Document and to enter into the Intercreditor Agreement on its behalf and to act on behalf of such Lender under the Intercreditor Agreement and, in the absence of other written instructions from the Required Lenders received from time to time by the Agent Arrangers (with respect to which the Agent each Arranger agrees that it will comply, except as otherwise provided in this Section or as otherwise advised by counselcounsel in order to avoid contravention of applicable law), to exercise such powers hereunder and thereunder as are specifically delegated to or required of such Arranger or the Agent Administrative Agent, as the case may be, by the terms hereof and thereof, together with such powers as may be reasonably incidental thereto, including, in the case of the Administrative Agent, as required by the Intercreditor Agreement, releasing collateral securing the Obligations. Each Lender hereby indemnifies (which indemnity shall survive any termination of this Agreement) each Arranger and the Administrative Agent, pro rata according to such Lender’s Percentage's proportionate Total Exposure Amount, from and against any and all liabilities, obligations, losses, damages, claims, costs or expenses of any kind or nature whatsoever which may at any time be imposed on, incurred by, or asserted against, the Agent such Person in any way relating to or arising out of this Agreement, the Notes and any other Loan Document, including reasonable attorneys’ ' fees, and as to which the Agent is extent the same shall not have been reimbursed by the BorrowerBorrowers; provided, however, that no Lender shall be liable for the payment of any portion of such liabilities, obligations, losses, damages, claims, costs or expenses which are determined by a court of competent jurisdiction in a final proceeding to have resulted solely from the Agent’s such Person's gross negligence or willful wilful misconduct. The Neither Arranger nor the Administrative Agent shall not be required to take any action hereunder, under the Notes or under any other Loan DocumentDocument (including, in the case of the Administrative Agent, the Intercreditor Agreement), or to prosecute or defend any suit in respect of this Agreementany Loan Document (including, in the case of the Administrative Agent, the Notes or any other Loan DocumentIntercreditor Agreement), unless it is indemnified hereunder to its satisfaction. If any indemnity in favor of either Arranger or the Administrative Agent shall be or become, in the Agent’s such Person's determination, inadequate, the Agent such Person may call for additional indemnification from the Lenders and cease to do the acts indemnified against hereunder until such additional indemnity is given.

Actions. Each Lender of the Banks hereby appoints National City SILICON VALLEY BANK ("SVB") ------- as its Agent agent under and for purposes of this Agreement, the Notes Agreement and each other Loan Document. Each Lender of the Banks authorizes the Agent to act on behalf of such Lender Bank under this Agreement, the Notes Agreement and each other Loan Document and, in the absence of other written instructions from the Required Lenders Banks received from time to time by the Agent (with respect to which the Agent agrees that it will comply, except as otherwise provided in this Section 13.1 or as otherwise advised by counsel), to exercise such powers hereunder and thereunder as are specifically delegated to or required of the Agent by the terms hereof and thereof, together with such powers as may be reasonably incidental thereto. Each Lender of the Banks agrees that it shall not take any action against, or exercise any right or remedy with respect to, the Borrower except through the Agent, which shall act only upon the instructions of those Banks holding in the aggregate Percentages in excess of fifty-one percent (51.00%). Each of the Banks hereby indemnifies (which indemnity shall survive any termination of this Agreement) the Agent, pro rata according to such Lender’s Bank's Percentage, from and against any and all liabilities, obligations, losses, damages, claims, costs or expenses of any kind or nature whatsoever which may at any time be imposed on, incurred by, or asserted against, against the Agent in any way relating to or arising out of this Agreement, the Notes Agreement and any other Loan Document, including reasonable attorneys’ ' fees, and as to which the Agent is not reimbursed by the Borrower; provided, however, that no Lender Bank shall be liable for the payment of any portion of such liabilities, obligations, losses, damages, claims, costs or expenses which are determined by a court of competent jurisdiction in a final proceeding to have resulted solely from the Agent’s gross negligence or willful misconduct. The Agent shall not be required to take any action hereunder, under the Notes hereunder or under any other Loan Document, or to prosecute or defend any suit in respect of this Agreement, the Notes or any other Loan loan Document, unless it is indemnified hereunder to its satisfactionsatisfactions. If any indemnity in favor of the Agent shall be or becomebecome inadequate, in the Agent’s 's determination, inadequate, the Agent may call for additional indemnification from form the Lenders Banks and cease to do the acts indemnified against hereunder until such additional indemnity is given.

Actions. (a) Each Lender hereby appoints National City DBTCA as its Administrative Agent under and for purposes of this Agreement, the Notes and each other Loan DocumentDocument (for purposes of this Article X and Article XI, the term “Administrative Agent” also shall include DBTCA in its capacity as Collateral Agent pursuant to the Security Documents). Each Lender authorizes the Administrative Agent to act on behalf of such Lender under this Agreement, the Notes and each other Loan Document and, in the absence of other written instructions from the Required Lenders received from time to time by the Administrative Agent (with respect to which the Administrative Agent agrees that it will comply, except as otherwise provided in this Section or as otherwise advised by counselcounsel in order to avoid contravention of applicable law), to exercise such powers hereunder and thereunder as are specifically delegated to or required of the Administrative Agent by the terms hereof and thereof, together with such powers as may be reasonably incidental thereto. Each Lender hereby indemnifies (which indemnity shall survive any termination of this Agreement) the Agent, Administrative Agent pro rata according to such Lender’s Percentage“percentage” as used in determining the Required Lenders (determined as if there were no Defaulting Lenders), from and against any and all liabilities, obligations, losses, damages, claims, costs or expenses of any kind or nature whatsoever which may at any time be imposed on, incurred by, or asserted against, the Administrative Agent in any way relating to or arising out of this Agreement, the Notes and any other Loan Document, including reasonable attorneys’ fees, and as to which the Administrative Agent is not reimbursed by the Borrower; provided, however, that no Lender shall be liable for the payment of any portion of such liabilities, obligations, losses, damages, claims, costs or expenses which are determined by a court of competent jurisdiction in a final proceeding and non-appealable decision to have resulted solely from the Administrative Agent’s gross negligence or willful misconduct. The Administrative Agent shall not be required to take any action hereunder, under the Notes or under any other Loan Document, or to prosecute or defend any suit in respect of this Agreement, the Notes or any other Loan Document, unless it the Administrative Agent is indemnified hereunder to its satisfaction. If any indemnity in favor of the Administrative Agent shall be or become, in the Administrative Agent’s determination, inadequate, the Administrative Agent may call for additional indemnification from the Lenders and cease to do the acts indemnified against hereunder until such additional indemnity is given. The Administrative Agent may perform any of its respective duties hereunder or under the other Loan Documents by or through its officers, directors, agents, employees or affiliates.

Actions. Each Lender Secured Party hereby authorizes and appoints National City as its Agent under and for purposes of this Agreement, the Notes and each other Loan Document. Each Lender authorizes the Intercreditor Collateral Agent to act on behalf of such Lender Secured Party as Intercreditor Collateral Agent for and representative of such Secured Party under this AgreementAgreement and the Collateral Documents, to enforce the Notes rights provided under the Collateral Documents and each other Loan Document the obligations of the Obligors thereunder and, in the absence of other written instructions from the Required Lenders Requisite Secured Parties received from time to time by the Intercreditor Collateral Agent (with respect to which the Intercreditor Collateral Agent agrees that it will complywill, subject to the terms of this Section, comply in good faith except as otherwise provided in this Section or as otherwise advised by counsel), to exercise such powers hereunder and thereunder as are specifically delegated to or required of the Intercreditor Collateral Agent by the terms hereof and thereof, together with such powers as may be reasonably incidental thereto. Each Lender hereby indemnifies Secured Party agrees (which indemnity agreement shall survive any termination of this Agreement) to indemnify the Intercreditor Collateral Agent, pro rata according to such Lender’s Secured Party's Voting Percentage, from and against any and all liabilities, obligations, losses, damages, claims, costs penalties, actions, judgments, suits, costs, expenses or expenses disbursements of any kind or nature whatsoever which may at any time be imposed on, incurred by, or asserted against, against the Intercreditor Collateral Agent in any way relating to or arising out of this Agreement, Agreement or the Notes and any other Loan DocumentCollateral Documents, including the reimbursement of the Intercreditor Collateral Agent for all reasonable out-of-pocket expenses (including attorneys’ fees' fees and expenses) incurred by the Intercreditor Collateral Agent hereunder or in connection herewith or in enforcing the obligations of any Obligor under the Collateral Documents, and in all cases as to which the Intercreditor Collateral Agent is not reimbursed by the Borrowersuch Obligor; provided, however, that no Lender Secured Party shall be liable for the payment of any portion of such liabilities, obligations, losses, damages, claimspenalties, costs actions, judgments, suits, costs, expenses or expenses which are disbursements determined by a court of competent jurisdiction in a final proceeding to have resulted solely from the Intercreditor Collateral Agent’s 's gross negligence or willful wilful misconduct. The Intercreditor Collateral Agent shall not be required to take or omit to take any action hereunder, under the Notes hereunder or under any other Loan DocumentApplicable Agreement or the Collateral Documents, or to prosecute or defend any suit in respect of this Agreement, any Applicable Agreement or the Notes or any other Loan Document, Collateral Documents unless it is indemnified hereunder to its satisfactionsatisfaction by the Secured Parties against loss, costs, liability, and expense. If any indemnity in favor of the Intercreditor Collateral Agent shall be or become, in the Intercreditor Collateral Agent’s 's determination, inadequateinadequate or impaired, the Agent it may call for additional indemnification from the Lenders indemnity and cease to do the acts indemnified against hereunder until such additional indemnity is given. The Intercreditor Collateral Agent may delegate its duties hereunder to affiliates, agents, attorneys-in-fact and receivers (which term includes receivers as managers) selected in good faith by the Intercreditor Collateral Agent.

Actions. Each Lender hereby appoints National City CSFB as its Administrative Agent under and for purposes of this Agreement, the Notes Agreement and each other Loan Document. The Existing Administrative Agent, without representation, warranty or recourse, hereby irrevocably assigns to the Administrative Agent for the benefit of the Secured Parties all outstanding Liens, pledges, security interests and mortgages granted to it as Existing Administrative Agent by any Obligor pursuant to any Loan Document (as defined in the Existing Credit Agreement), and the Administrative Agent hereby accepts such assignment. In furtherance of the foregoing, the Existing Administrative Agent hereby (i) agrees, at the expense of the Borrower, (x) to deliver to the Administrative Agent, without representation, warranty or recourse, all Collateral (as defined in any Security Document (as defined in the Existing Credit Agreement)) held by it under any such Security Document and (y) to execute and deliver, without representation, warranty or recourse, such documents as the Administrative Agent shall reasonably request to evidence such assignment and (ii) authorizes the Administrative Agent to file, with respect to any outstanding financing statement in respect of such Liens that names the Existing Administrative Agent as secured party, in the applicable filing office, an assignment to the Administrative Agent of such financing statement. Each Lender authorizes the Administrative Agent to act on behalf of such Lender under this Agreement, the Notes Agreement and each other Loan Document and, in the absence of other written instructions from the Required Lenders received from time to time by the Administrative Agent (with respect to which the Administrative Agent agrees that it will comply, except as otherwise 100 provided in this Section or as otherwise advised by counsel), to exercise such powers hereunder and thereunder as are specifically delegated to or required of the Administrative Agent by the terms hereof and thereof, together with such powers as may be reasonably incidental thereto. Each Lender hereby indemnifies (which indemnity shall survive any termination of this Agreement) the Administrative Agent, pro rata according to ratably in accordance with their respective Term Loans and Foreign Term Loans outstanding and Commitments (or, if no Term Loans or Foreign Term Loans or Commitments are at the time outstanding and in effect, then ratably in accordance with the principal amount of Term Loans and Foreign Term Loans held by such Lender’s Percentage, and their respective Commitments as in effect in each case on the date of the termination of this Agreement), from and against any and all liabilities, obligations, losses, damages, claims, costs or expenses of any kind or nature whatsoever which may at any time be imposed on, incurred by, or asserted against, the Administrative Agent in any way relating to or arising out of this Agreement, the Notes Agreement and any other Loan Document, including reasonable attorneys’ ' fees, and as to which the Administrative Agent is not reimbursed by the BorrowerBorrower or any other Obligor (and without limiting the obligation of the Borrower or any other Obligor to do so); provided, however, provided that no Lender shall be liable for the payment of any portion of such liabilities, obligations, losses, damages, claims, costs or expenses which are determined by a court of competent jurisdiction in a final proceeding order to have resulted solely from the Administrative Agent’s 's gross negligence or willful misconduct. The Administrative Agent shall not be required to take any action hereunder, under the Notes hereunder or under any other Loan Document, or to prosecute or defend any suit in respect of this Agreement, the Notes Agreement or any other Loan Document, unless it is indemnified hereunder to its satisfaction. If any indemnity in favor of the Administrative Agent shall be or become, in the Administrative Agent’s 's determination, inadequate, the Administrative Agent may call for additional indemnification from the Lenders and cease to do the acts indemnified against hereunder until such additional indemnity is given.. The Borrower and the Lenders agree that the Administrative Agent may delegate any of its duties under this Agreement to any of its Affiliates. Any such Affiliate (and such Affiliate's directors, officers, agents and employees) which performs duties in connection with this Agreement shall be entitled to the same benefits of the indemnification, waiver and other protective provisions to which the Administrative Agent is entitled under Articles IX and X.

Actions. Each Lender hereby appoints National City Scotiabank as its Administrative Agent and Documentation Agent and CSFB as its Syndication Agent under and for purposes of this Agreement, the Notes and each other Loan Document. Each Lender authorizes the Administrative Agent to act on behalf of such Lender under this Agreement, the Notes and each other Loan Document and, in the absence of other written instructions from the Required Lenders received from time to time by the Administrative Agent (with respect to which the Administrative Agent agrees that it will comply, except as otherwise provided in this Section or as otherwise advised by counsel), to exercise such powers hereunder and thereunder as are specifically delegated to or required of the Administrative Agent by the terms hereof and thereof, together with such powers as may be reasonably incidental thereto. Each Lender hereby indemnifies (which indemnity shall survive any termination of this Agreement) the each Agent, pro rata PRO RATA according to such Lender’s 's Percentage, from and against any and all liabilities, obligations, losses, damages, claims, costs or expenses of any kind or nature whatsoever which may at any time be imposed on, incurred by, or asserted against, the such Agent in any way relating to or arising out of this Agreement, the Notes and any other Loan Document, including reasonable attorneys’ ' fees, and as to which the such Agent is not reimbursed by the Borrower; providedPROVIDED, howeverHOWEVER, that no Lender shall be liable for the payment of any portion of such liabilities, obligations, losses, damages, claims, costs or expenses which are determined by a court of competent jurisdiction in a final proceeding to have resulted solely from the such Agent’s 's gross negligence or willful wilful misconduct. The Agent None of the Agents shall not be required to take any action hereunder, under the Notes or under any other Loan Document, or to prosecute or defend any suit in respect of this Agreement, the Notes or any other Loan Document, unless it is indemnified hereunder to its satisfaction. If any indemnity in favor of the any Agent shall be or become, in the such Agent’s 's determination, inadequate, the such Agent may call for additional indemnification from the Lenders and cease to do the acts indemnified against hereunder until such additional indemnity is given.

Actions. Each Lender hereby appoints National City Bank of America as its Administrative Agent under and for purposes of this Agreement, the Notes and each other Loan Document, and Bank of America hereby accepts such appointment. Each Lender authorizes the Administrative Agent to act on behalf of such Lender under this Agreement, the Notes and each other Loan Document and, in the absence of other written instructions from the Required Lenders received from time to time by the Administrative Agent (with respect to which the Administrative Agent agrees that it will comply, except as otherwise provided in this Section or as otherwise advised by counseland to the extent such instructions may reasonably be expected to comply with applicable law), to exercise such powers and to perform such duties hereunder and thereunder as are specifically delegated to or required of the Administrative Agent by the terms hereof and thereof, together with such powers as may be reasonably incidental thereto; provided, however, that the Administrative Agent shall not take any action that requires the consent of any Lender unless it receives such consent. Each Lender hereby indemnifies (which indemnity shall survive any termination of this Agreement) the Administrative Agent, pro rata according to such Lender’s 's Percentage, from and against any and all liabilities, obligations, losses, damages, claims, costs or expenses of any kind or nature whatsoever which may at any time be imposed on, incurred by, or asserted against, the Administrative Agent in any way relating to or arising out of this Agreement, the Notes and any other Loan Document, including reasonable attorneys’ ' fees, and as to which the Administrative Agent is not reimbursed by the Borrower; provided, however, that no Lender shall be liable for the payment of any portion of such liabilities, obligations, losses, damages, claims, costs or expenses which are determined by a court of competent jurisdiction in a final proceeding to have resulted solely from the Administrative Agent’s 's gross negligence or willful wilful misconduct. The Administrative Agent shall not be required to take any action hereunder, under the Notes or under any other Loan Document, or to prosecute or defend any suit in respect of this Agreement, the Notes or any other Loan Document, unless it is indemnified hereunder to its satisfaction. If any indemnity in favor of the Administrative Agent shall be or become, in the Administrative Agent’s 's determination, inadequate, the Administrative Agent may call for additional indemnification from the Lenders and cease to do the acts indemnified against hereunder until such additional indemnity is given.

Actions. (a) Each Lender hereby appoints National City Blackstone Corporate Debt Administration L.L.C. as its Administrative Agent under and for purposes of this Agreement, the Notes and each other Loan DocumentOperative Agreement. Each Lender authorizes the Administrative Agent to act on behalf of such Lender under this Agreement, the Notes and each other Loan Document Operative Agreement and, in the absence of other written instructions from the Required Majority Lenders received from time to time by the Administrative Agent (with respect to which the Administrative Agent agrees that it will comply, except as otherwise provided in this Section or as otherwise advised by counsel), to exercise such powers hereunder and thereunder as are specifically delegated to or required of the Administrative Agent by the terms hereof and thereof, together with such powers as may be reasonably incidental thereto. Each Lender hereby indemnifies (which indemnity shall survive any termination of this Agreement) the Administrative Agent, pro rata according to such Lender’s Percentage, from and against any and all liabilities, obligations, losses, damages, claims, costs or expenses of any kind or nature whatsoever which may at any time be imposed on, incurred by, or asserted against, the Administrative Agent in any way relating to or arising out of this Agreement, the Notes and any other Loan DocumentOperative Agreement, including reasonable attorneys’ fees, and as to which the Administrative Agent is not reimbursed by the BorrowerObligors; provided, however, that no Lender shall be liable for the payment of any portion of such liabilities, obligations, losses, damages, claims, costs or expenses which are determined by a court of competent jurisdiction in a final proceeding to have resulted solely from the Administrative Agent’s gross negligence or willful misconduct. The Administrative Agent shall not be required to take any action hereunder, under the Notes or under any other Loan DocumentOperative Agreement, or to prosecute or defend any suit in respect of this Agreement, the Notes or any other Loan DocumentOperative Agreement, unless it is indemnified hereunder to its reasonable satisfaction. If any indemnity in favor of the Administrative Agent shall be or become, in the Administrative Agent’s determination, inadequate, the Administrative Agent may call for additional indemnification from the Lenders and cease to do the acts indemnified against hereunder until such additional indemnity is given.

Actions. Each Lender hereby appoints National City PNC Bank as its Administrative Agent and Collateral Agent under and for purposes of this Agreement, the Notes and each other Loan Document. Each Lender authorizes the each Table of Contents Agent to act on behalf of such Lender under this Agreement, the Notes and each other Loan Document and, in the absence of other written instructions from the Required Lenders received from time to time by the each applicable Agent (with respect to which the such Agent agrees that it will comply, except as otherwise provided in this Section or as otherwise advised by counselcounsel in order to avoid contravention of applicable law), to exercise such powers hereunder and thereunder as are specifically delegated to or required of the such Agent by the terms hereof and thereof, together with such powers as may be reasonably incidental theretothereto (including the release of Liens on assets Disposed of in accordance with the terms of the Loan Documents). Each Lender hereby indemnifies (which indemnity shall survive any termination of this Agreement) the AgentAgents, pro rata according to such Lender’s Percentageproportionate Total Exposure Amount, from and against any and all liabilities, obligations, losses, damages, claims, costs or expenses of any kind or nature whatsoever which may at any time be imposed on, incurred by, or asserted against, the an Agent in any way relating to or arising out of this Agreement, the Notes and any other Loan Document, (including reasonable attorneys’ fees), and as to which the such Agent is not reimbursed by the BorrowerBorrowers; provided, however, provided that no Lender shall be liable for the payment of any portion of such liabilities, obligations, losses, damages, claims, costs or expenses which are determined by a court of competent jurisdiction in a final proceeding to have resulted solely from the such Agent’s gross negligence or willful misconduct. The Neither Agent shall not be required to take any action hereunder, under the Notes or under any other Loan Document, or to prosecute or defend any suit in respect of this Agreement, the Notes or any other Loan Document, unless it is indemnified hereunder to its satisfaction. If any indemnity in favor of the an Agent shall be or become, in the such Agent’s determination, inadequate, the such Agent may call for additional indemnification from the Lenders and cease to do the acts indemnified against hereunder until such additional indemnity is given.

Actions. Each Lender hereby appoints National City DLJ ------- as its Syndication Agent, Morgan Stanley as its Documentatxxx Xxexx xxx BNY as its Administrative Agent under and for purposes of this Agreement, the Notes and each other Loan Document. Each Lender authorizes the Agent Agents to act on behalf of such Lender under this Agreement, the Notes and each other Loan Document and, in the absence of other written instructions from the Required Lenders received from time to time by the Agent Agents (with respect to which each of the Agent Agents agrees that it will comply, except as otherwise provided in this Section or as otherwise advised by counsel), to exercise such powers hereunder and thereunder as are specifically delegated to or required of the Agent Agents by the terms hereof and thereof, together with such powers as may be reasonably incidental thereto. The Agents shall in all cases be fully protected in acting, or refraining from acting, in accordance with written instructions signed by the Required Lenders and except as otherwise specifically provided herein, such instructions and any action or inaction pursuant thereto shall be binding on all the Lenders. No Agent nor any of its directors, officers, employees or agents shall have any responsibility to the Borrowers on account of the failure of or delay in performance or breach by any other Agent or 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 Lender, any other Agent or any Borrower of any of their respective obligations hereunder or under any other Loan Document or in connection herewith or therewith. Each Lender hereby indemnifies (which indemnity shall survive any termination of this Agreement) the AgentAgents, pro rata according to such Lender’s Percentage's percentage of the Total Exposure Amount, from and against any and all liabilities, obligations, losses, damages, claims, costs or expenses of any kind or nature whatsoever which may at any time be imposed on, incurred by, or asserted against, any of the Agent Agents in any way relating to or arising out of this Agreement, the Notes and any other Loan Document, including reasonable attorneys’ ' fees, and as to which the any Agent is not reimbursed by the BorrowerBorrowers; provided, however, that no Lender shall be liable for the payment of any portion of such liabilities, obligations, losses, damages, claims, costs or expenses which are determined by a court of competent jurisdiction in a final proceeding to have resulted solely from the such Agent’s 's gross negligence or willful wilful misconduct. The Agent Agents shall not be required to take any action hereunder, under the Notes or under any other Loan Document, or to prosecute or defend any suit in respect of this Agreement, the Notes or any other Loan Document, unless it each Agent is indemnified hereunder to its satisfaction. If any indemnity in favor of any of the Agent Agents shall be or become, in the such Agent’s 's determination, inadequate, the such Agent may call for additional indemnification from the Lenders and cease to do the acts indemnified against hereunder until such additional indemnity is given. Each Agent may execute any and all duties hereunder by or through agents, attorneys-in-fact or employees and shall be entitled to rely upon the advice of legal counsel, accountants or experts selected by each of them in good faith and with reasonable care with respect to all matters arising hereunder. The Lenders and the Agents 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 this Agreement unless it shall be requested in writing to do so by the Required Lenders. The Issuer shall act on behalf of the Lenders with respect to all Letters of Credit and the documents associated therewith until such time and except for so long as the Administrative Agent may agree at the request of the Lenders to act for the Issuer with respect thereto.

Actions. Each Lender hereby irrevocably appoints National City CSFB as its Syndication Agent and Wellx Xxxgo as its Administrative Agent under and for purposes of this Agreement, the Notes Agreement and each other Loan Document. Each Lender authorizes the Agent Agents to act on behalf of such Lender under this Agreement, the Notes Agreement and each other Loan Document and, in the absence of other written instructions from the Required Lenders received from time to time by the Agent Agents (with respect to which the each Agent agrees that it will comply, except as otherwise provided in this Section or as otherwise advised by counsel), to exercise such powers hereunder and thereunder as are specifically delegated to or required of the Agent Agents by the terms hereof and thereof, together with such powers as may be reasonably incidental thereto. Each Lender hereby indemnifies (which indemnity shall survive any termination of this Agreement) the AgentAgents, pro rata according to such Lender’s 's Percentage, from and against any and all liabilities, obligations, losses, damages, claims, costs or expenses of any kind or nature whatsoever which may at any time be imposed on, incurred by, or asserted against, any of the Agent Agents in any way relating to or arising out of this Agreement, the Notes Agreement and any other Loan Document, including reasonable attorneys’ ' fees, and as to which the any Agent is not reimbursed by the Borrower, regardless of whether caused in whole or in part by the negligence of any Agent; provided, however, that no Lender shall be liable for the payment of any portion of such liabilities, obligations, losses, damages, claims, costs or expenses which are determined by a court of competent jurisdiction in a final proceeding to have resulted solely from the such Agent’s 's gross negligence or willful wilful misconduct. The Agent Agents shall not be required to take any action hereunder, under the Notes or under any other Loan Document, or to prosecute or defend any suit in respect of this Agreement, the Notes Agreement or any other Loan Document, unless it is they are indemnified hereunder to its their satisfaction. If any indemnity in favor of the any Agent shall be or become, in the such Agent’s 's determination, inadequate, the such Agent may call for additional indemnification from the Lenders and cease to do the acts indemnified against hereunder until such additional indemnity is given.

Actions. Each Lender hereby appoints National City DLJ as its Syndication Agent and Fleet as its Administrative Agent under and for purposes of this Agreement, the Notes Agreement and each other Loan Document. Each Lender authorizes the Agent Agents to act on behalf of such Lender under this Agreement, the Notes Agreement and each other Loan Document and, in the absence of other written instructions from the Required Lenders received from time to time by the Agent Agents (with respect to which each of the Agent Agents agrees that it will comply, except as otherwise provided in this Section or as otherwise advised by counsel), to exercise such powers hereunder and thereunder as are specifically delegated to or required of the Agent Agents by the terms hereof and thereof, together with such powers as may be reasonably incidental thereto. Each Lender hereby indemnifies (which indemnity shall survive any termination of this Agreement) the AgentAgents, pro rata according to ratably in accordance with their respective Term Loans outstanding and Commitments (or, if no Term Loans or Commitments are at the time outstanding and in effect, then ratably in accordance with the principal amount of Term Loans held by such Lender’s PercentageLender and their respective Commitments as in effect in each case on the date of the termination of this Agreement), from and against any and all liabilities, obligations, losses, damages, claims, costs or expenses of any kind or nature whatsoever which may at any time be imposed on, incurred by, or asserted against, either of the Agent Agents in any way relating to or arising out of this Agreement, the Notes Agreement and any other Loan Document, including reasonable attorneys’ ' fees, and as to which the any Agent is not reimbursed by the BorrowerBorrower or any other Obligor (and without limiting the obligation of the Borrower or any other Obligor to do so); providedPROVIDED, howeverHOWEVER, that no Lender shall be liable for the payment of any portion of such liabilities, obligations, losses, damages, claims, costs or expenses which are to the extent determined by a court of competent jurisdiction in a final proceeding to have resulted solely from the such Agent’s 's gross negligence or willful misconduct. The Agent Agents shall not be required to take any action hereunder, under the Notes hereunder or under any other Loan Document, or to prosecute or defend any suit in respect of this Agreement, the Notes Agreement or any other Loan Document, unless it is indemnified hereunder to its satisfaction. If any indemnity in favor of either of the Agent Agents shall be or become, in the such Agent’s 's determination, inadequate, the such Agent may call for additional indemnification from the Lenders and cease to do the acts indemnified against hereunder until such additional indemnity is given.. The Borrower and the Lenders agree that the Administrative Agent may delegate any of its duties under this Agreement to any of its Affiliates. Any such Affiliate (and such Affiliate's directors, officers, agents and employees) which performs duties in connection with this Agreement shall be entitled to the same benefits of the indemnification, waiver and other protective provisions to which such Agent is entitled under ARTICLES IX and X.

Actions. Each Lender hereby appoints National City Bank of America as its Administrative Agent under and for purposes of this Agreement, the Notes and each other Loan Document. Each Lender authorizes the Administrative Agent to act on behalf of such Lender under this Agreement, the Notes and each other Loan Document and, in the absence of other written instructions from the Required Lenders received from time to time by the Administrative Agent (with respect to which the Administrative Agent agrees that it will comply, except as otherwise provided in this Section or as otherwise advised determined by counselthe Administrative Agent in good faith on advice from legal counsel that to do so could (i) be in violation of the terms of this Agreement or another Loan Document, (ii) be contrary to public policy or in violation of law, regulation, guideline, decision, directive or opinion of any court or regulator or governmental or regulatory body having jurisdiction over the Administrative Agent, or (iii) expose the Administrative Agent to liability, fine or penalty), to exercise such powers hereunder and thereunder as are specifically delegated to or required of the Administrative Agent by the terms hereof and thereof, together with such powers as may be reasonably incidental thereto. Each Lender hereby indemnifies (which indemnity shall survive any termination of this Agreement) the Administrative Agent, pro rata according to such Lender’s 's Percentage, from and against any and all liabilities, obligations, losses, damages, claims, costs or expenses of any kind or nature whatsoever which may at any time be imposed on, incurred by, or asserted against, the Administrative Agent in any way relating to or arising out of this Agreement, the Notes and any other Loan Document, including reasonable attorneys’ ' fees, and as to which the Administrative Agent is not reimbursed by the BorrowerCompany; provided, however, that no Lender shall be liable for the payment of any portion of such liabilities, obligations, losses, damages, claims, costs or expenses which are determined by a court of competent jurisdiction in a final proceeding to have resulted solely from the Administrative Agent’s 's gross negligence or willful wilful misconduct. The Administrative Agent shall not be required to take any action hereunder, under the Notes or under any other Loan Document, or to prosecute or defend any suit in respect of this Agreement, the Notes or any other Loan Document, unless it is indemnified hereunder to its satisfaction. If any indemnity in favor of the Administrative Agent shall be or become, in the Administrative Agent’s 's determination, inadequate, the Administrative Agent may call for additional indemnification from the Lenders and cease to do the acts indemnified against hereunder until such additional indemnity is given.

Actions. Each Lender hereby appoints National City TD as its Administrative Agent and Rothschild as its Technical Agent under and for purposes of this Agreement, the Notes Agreement and each other Loan Document. Each Lender authorizes the Administrative Agent and the Technical Agent to act on behalf of such Lender under this Agreement, the Notes and each other Loan Document and, in the absence of other written instructions from the Required Lenders received from time to time by the Administrative Agent (with respect to which the Administrative Agent agrees that it will comply, except as otherwise provided in this Section or as otherwise advised by counselcounsel in order to avoid contravention of applicable law), to exercise such powers hereunder and thereunder as are specifically delegated to or required of the Administrative Agent by the terms hereof and thereof, together with such powers as may be reasonably incidental theretothereto (including the power to release any Lien granted to or held by the Administrative Agent for the benefit of the Lenders with respect to any collateral constituting collateral Disposed of in compliance with this Agreement and the other Loan Documents). Each Lender hereby indemnifies (which indemnity shall survive any termination of this Agreement) the each Agent, pro rata according to such Lender’s Percentage's proportionate Total Exposure Amount, from and against any and all liabilities, obligations, losses, damages, claims, costs or expenses of any kind or nature whatsoever which may at any time be imposed on, incurred by, or asserted against, the such Agent in any way relating to or arising out of this Agreement, the Notes Agreement and any other Loan Document, including reasonable attorneys’ ' fees, and as to which the extent such Agent is has not been reimbursed by the Borrower; provided, however, that no Lender shall be liable for the payment of any portion of such liabilities, obligations, losses, damages, claims, costs or expenses which are determined by a court of competent jurisdiction in a final proceeding to have resulted solely from the such Agent’s 's gross negligence or willful wilful misconduct. The Neither the Administrative Agent nor the Technical Agent shall not be required to take any action hereunder, under the Notes hereunder or under any other Loan Document, or to prosecute or defend any suit in respect of this Agreement, the Notes Agreement or any other Loan Document, unless it is indemnified hereunder to its satisfaction. If any indemnity in favor of either the Administrative Agent or the Technical Agent shall be or become, in the such Agent’s 's determination, inadequate, the such Agent may call for additional indemnification from the Lenders and cease to do the acts indemnified against hereunder until such additional indemnity is given.. Notwithstanding any provision to the contrary contained elsewhere in any Loan Document, neither the Administrative Agent nor the Technical Agent shall have any duties or responsibilities except those expressly set forth herein, nor shall either such Agent have or deemed to have any fiduciary relationship with any Lender, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into any Loan Document or otherwise exist against either such Agent. -104- 110

Actions. Each Lender hereby appoints National City Xxxxxx Xxxxxxx as its Administrative Agent under and for purposes of this Agreement, the Notes and each other Loan Document. Each Revolving Lender and First Lien Lender hereby appoints Standard Federal as its Collateral Agent with respect to the First Lien Obligations under and for purposes of each Loan Document, and as the First Lien Collateral Agent as defined in, and under and for purposes of, the Intercreditor Agreement. Each Second Lien Lender hereby appoints Standard Federal as its Collateral Agent with respect to the Second Lien Obligations under and for purposes of each Loan Document, and as the Second Lien Collateral Agent as defined in, and under and for purposes of, the Intercreditor Agreement. Each Lender authorizes the each Agent to act on behalf of such Lender under this Agreement, the Notes and each other Loan Document and, in the absence of other written instructions from the Required Lenders received from time to time by the such Agent (with respect to which the each Agent agrees that it will comply, except as otherwise provided in this Section or as otherwise advised by counselcounsel in order to avoid contravention of applicable law), to exercise such powers hereunder and thereunder as are specifically delegated to or required of the such Agent by the terms hereof and thereof, together with such powers as may be reasonably incidental thereto. Each Lender hereby indemnifies (which indemnity shall survive any termination of this Agreement) the each Agent, pro rata according to such Lender’s Percentageproportionate Total Exposure Amount, from and against any and all liabilities, obligations, losses, damages, claims, costs or expenses of any kind or nature whatsoever which may at any time be imposed on, incurred by, or asserted against, the such Agent in any way relating to or arising out of this Agreement, the Notes and any other Loan Document, Document (including reasonable attorneys’ fees), and as to which the such Agent is not reimbursed by the Borrower; provided, however, that no Lender shall be liable for the payment of any portion of such liabilities, obligations, losses, damages, claims, costs or expenses which are determined by a court of competent jurisdiction in a final proceeding to have resulted solely from the such Agent’s gross negligence or willful misconduct. The No Agent shall not be required to take any action hereunder, under the Notes or under any other Loan Document, or to prosecute or defend any suit in respect of this Agreement, the Notes or any other Loan Document, unless it is indemnified hereunder to its satisfaction. If any indemnity in favor of the any Agent shall be or become, in the such Agent’s determination, inadequate, the such Agent may call for additional indemnification from the Lenders and cease to do the acts indemnified against hereunder until such additional indemnity is given.

Actions. Each Lender hereby appoints National City Scotia Capital as its Agent under and for purposes of this Agreement, the Notes Agreement and each other Loan Document. Each Lender authorizes the Agent to act on behalf of such Lender under this Agreement, the Notes Agreement and each other Loan Document and, in the absence of other written instructions from the Required Lenders received from time to time by the Agent such Person (with respect to which the Agent such Person agrees that it will comply, except as otherwise provided in this Section or as otherwise advised by counsel), to exercise such powers hereunder and thereunder as are specifically delegated to or required of the Agent by the terms hereof and thereof, together with such powers as may be reasonably incidental thereto. Each Lender hereby indemnifies (which indemnity shall survive any termination of this Agreement) the Agent, pro rata according to such Lender’s 's Percentage, from and against any and all liabilities, obligations, losses, damages, claims, costs or expenses of any kind or nature whatsoever which may at any time be imposed on, incurred by, or asserted against, the Agent in any way relating to or arising out of this Agreement, the Notes Agreement and any other Loan Document, including reasonable attorneys’ ' fees, and as to which the Agent is not reimbursed by the Borrower; provided, however, that no Lender shall be liable for the payment of any portion of such liabilities, obligations, losses, damages, claims, costs or expenses which are determined by a court of competent jurisdiction in a final proceeding to have resulted solely from the Agent’s 's gross negligence or willful misconduct. The Agent shall not be required to take any action hereunder, under the Notes hereunder or under any other Loan Document, or to prosecute or defend any suit in respect of this Agreement, the Notes Agreement or any other Loan Document, unless it is indemnified hereunder to its satisfaction. If any indemnity in favor of the Agent shall be or become, in the Agent’s 's determination, inadequate, the Agent may call for additional indemnification from the Lenders and cease to do the acts indemnified against hereunder until such additional indemnity is given.

Actions. Each Lender hereby appoints National City as its Agent under and for purposes of this Agreement, the Notes and each other Loan Document. Each Lender authorizes the Agent to act on ------- behalf of such Lender under this Agreement, the Notes and each other Loan Document Documents and any other related instruments and, in the absence of other written instructions from the Required Lenders received from time to time by the Agent (with respect to which the Agent agrees that it will complywill, except as otherwise provided in subject to the last two sentences of this Section or 8.1, comply in good faith except as otherwise advised by counsel), to exercise such powers hereunder and thereunder as are specifically delegated to or required of the Agent by the terms hereof and thereof, together with such powers as may be reasonably incidental thereto. Each Lender hereby indemnifies agrees (which indemnity agreement shall survive any termination of this Agreement) to indemnify the Agent, pro rata according to such Lender’s 's Percentage, from and against --- ---- any and all liabilities, obligations, losses, damages, claimspenalties, costs actions, judgements, suits, costs, expenses or expenses disbursements of any kind or nature whatsoever which may at any time be imposed on, incurred by, or asserted against, against the Agent in any way relating to or arising out of this Agreement, the Notes Revolving Notes, the Letters of Credit, any of the other Loan Documents and any other related instruments, including, without limitation, the reimbursement of the Agent for all reasonable out-of-pocket expenses (including, without limitation, syndication costs and attorneys' fees) incurred by the Agent hereunder or in connection herewith or in enforcing the obligations of the Borrower or any Lender under this Agreement, under any of the other Loan DocumentDocuments or any other related instruments, including reasonable attorneys’ fees, and in all cases as to which the Agent is not reimbursed by the Borrower; provided, however, provided that no Lender shall be liable for the payment of any portion of such liabilities, obligations, losses, damages, claimspenalties, costs actions, judgements, suits, costs, expenses or expenses which are disbursements determined by a court of competent proper jurisdiction in a final proceeding to have resulted solely from the Agent’s 's gross negligence or willful misconduct. The Agent shall not be required to take any action hereunder, under the Notes hereunder or under any other Loan Documentrelated instruments, or to prosecute or defend any suit in respect of this Agreement, the Notes Agreement or any other Loan Documentsuch instrument, unless it is indemnified hereunder to its satisfactionsatisfaction by the Lenders against costs, liability, and expense. If any indemnity in favor of the Agent shall be or becomebecome impaired, in the Agent’s determination, inadequate, the Agent it may call for additional indemnification from the Lenders indemnity and cease to do the acts indemnified against hereunder until such additional indemnity is given. The Agent may delegate its duties hereunder to affiliates, agents or attorneys-in-fact selected in good faith by the Agent. Each Lender's obligation to indemnify the Agent as set forth above shall be unconditional under any and all circumstances and irrespective of any setoff, counterclaim or defense to payment which such Lender may have or have had against the Agent, any other Lender, the Borrower, any Subsidiary or any other Person.

Actions. Each Lender hereby appoints National City Scotiabank as its the US Agent, the UK Agent and the Collateral Agent, respectively, and authorizes the Agents to appoint from time to time on behalf of all Lenders one or more Co-Agents under and for purposes of this Agreement, the Notes and each other Loan Document. Each Lender authorizes the Agent Agents to act on behalf of such Lender under this Agreement, the Notes and each other Loan Document and, in the absence of other written instructions from the Required Lenders received from time to time by the Agent Agents (with respect to which the Agent agrees Agents agree that it they will comply, except as otherwise provided in this Section or as otherwise advised by counsel), to exercise such powers hereunder and thereunder as are specifically delegated to or required of the Agent Agents by the terms hereof and thereof, together with such powers as may be reasonably incidental thereto. Each Lender hereby indemnifies (which indemnity shall survive any termination of this Agreement) the AgentAgents, pro rata according to ratably in accordance with their respective Term Loans outstanding and Commitments (or, if no Term Loans or Commitments are at the time outstanding and in effect, then ratably in accordance with the principal amount of Term Loans held by such Lender’s Percentage, and their respective Commitments as in effect in each case on the date of the termination of this Agreement), from and against any and all liabilities, obligations, losses, damages, claims, costs or expenses of any kind or nature whatsoever which may at any time be imposed on, incurred by, or asserted against, the Agent Agents in any way relating to or arising out of this Agreement, the Notes and any other Loan Document, including reasonable attorneys’ ' fees, and as to which the Agent is Agents are not reimbursed by the BorrowerBorrowers or any other Obligor (and without limiting the obligation of the Borrowers or any other Obligor to do so); provided, however, that no Lender shall be liable for the payment of any portion of such liabilities, obligations, losses, damages, claims, costs or expenses which are determined by a court of competent jurisdiction in a final proceeding to have resulted solely from the Agent’s Agents' gross negligence or willful misconduct. The Agent Agents shall not be required to take any action hereunder, under the Notes or under any other Loan Document, or to prosecute or defend any suit in respect of this Agreement, the Notes or any other Loan Document, unless it is indemnified hereunder to its satisfaction. If any indemnity in favor of the Agent Agents shall be or become, in the Agent’s Agents' determination, inadequate, the Agent Agents may call for additional indemnification from the Lenders and cease to do the acts indemnified against hereunder until such additional indemnity is given.

Actions. Each Lender hereby appoints National City CIBC as its Agent under and for purposes of this Agreement, the Notes and each other Loan Document. Each Lender authorizes the Agent to act on behalf of such Lender under this Agreement, the Notes and each other Loan Document and, in the absence of other written instructions from the Required Lenders received from time to time by the Agent (with respect to which the Agent agrees that it will comply, except as otherwise provided in this Section or as otherwise advised by counsel)Agent, to exercise such powers hereunder and thereunder as are specifically delegated to or required of the Agent by the terms hereof and thereof, together with such powers as may be reasonably incidental thereto. Each Lender hereby indemnifies (which indemnity shall survive any termination of this Agreement) the Agent, pro rata according to such Lender’s 's Percentage, from and against any and all liabilities, obligations, losses, damages, claims, costs or expenses of any kind or nature whatsoever which may at any time be imposed on, incurred by, or asserted against, the Agent in any way relating to or arising out of this Agreement, the Notes and any other Loan Document, including reasonable attorneys’ ' fees, and as to which the Agent is not reimbursed by the BorrowerBorrowers; provided, however, that no Lender shall be liable for the payment of any portion of such liabilities, obligations, losses, damages, claims, costs or expenses which are determined by a court of competent jurisdiction in a final proceeding to have resulted solely from the Agent’s 's gross negligence or willful wilful misconduct. The Agent shall not be required to take any action hereunder, under the Notes or under any other Loan Document, or to prosecute or defend any suit in respect of this Agreement, the Notes or any other Loan Document, unless it is indemnified hereunder to its satisfaction. If any indemnity in favor of the Agent shall be or become, in the Agent’s 's determination, inadequate, the Agent may call for additional indemnification from the Lenders and cease to do the acts indemnified against hereunder until such additional indemnity is given.

Actions. Each Lender hereby appoints National City Such trust receipt shall obligate the Servicer to return such Mortgage File to the Custodian (as its Agent under and for purposes specified in such receipt) when the need therefor by the Servicer no longer exists, unless the Mortgage Loan shall be liquidated, in which case, upon receipt of this a certificate of a Servicing Officer similar to that specified above, such trust receipt shall be released to the Servicer. In order to facilitate the foreclosure of the Mortgage securing any Mortgage Loan that is in default following recordation of the related Assignment of Mortgage in accordance with the provisions of the Purchase Agreement, the Notes Indenture Trustee or the Issuer shall, if so requested in writing by the Servicer, promptly execute an appropriate assignment in the form provided by the Servicer to assign such Mortgage Loan for the purpose of collection to the Servicer (any such assignment shall unambiguously indicate that the assignment is for the purpose of collection only), and, upon such assignment, such assignee for collection will thereupon bring all required actions in its own name and each other Loan Document. Each Lender authorizes otherwise enforce the Agent to act on behalf terms of such Lender Mortgage Loan and deposit or credit the Net Liquidation Proceeds, exclusive of Foreclosure Profits, received with respect thereto into the Custodial Account. In the event that all delinquent payments due under this Agreement, the Notes and each other any such Mortgage Loan Document and, in the absence of other written instructions from the Required Lenders received from time to time are paid by the Agent (Mortgagor and any other defaults are cured, then the assignee for collection shall promptly reassign such Mortgage Loan to the Indenture Trustee and return all Related Documents to the place where the related Mortgage File was being maintained. In connection with respect the Issuer's obligation to which the Agent agrees that it will comply, except cooperate as otherwise provided in this Section 3.08 and all other provisions of this Agreement requiring the Issuer to authorize or permit any actions to be taken with respect to the Mortgage Loans, the Indenture Trustee, as otherwise advised by counsel)pledgee of the Mortgage Loans and as assignee of record of the Mortgage Loans on behalf of the Issuer pursuant to Section 3.13 of the Indenture, expressly agrees, on behalf of the Issuer, to exercise take all such powers hereunder and thereunder as are specifically delegated to or required actions on behalf of the Agent Issuer and to promptly execute and return all instruments reasonably required by the terms hereof and thereof, together with such powers as may be reasonably incidental thereto. Each Lender hereby indemnifies (which indemnity shall survive any termination of this Agreement) the Agent, pro rata according to such Lender’s Percentage, from and against any and all liabilities, obligations, losses, damages, claims, costs or expenses of any kind or nature whatsoever which may at any time be imposed on, incurred by, or asserted against, the Agent Servicer in any way relating to or arising out of this Agreement, the Notes and any other Loan Document, including reasonable attorneys’ fees, and as to which the Agent is not reimbursed by the Borrowerconnection therewith; provided, howeverthat if the Servicer requests a signature of the Indenture Trustee, on behalf of the Issuer, then the Servicer shall deliver to the Indenture Trustee an Officer's Certificate stating that no Lender shall be liable for such signature is necessary or appropriate to enable the payment of any portion of such liabilities, obligations, losses, damages, claims, costs or expenses which are determined by a court of competent jurisdiction in a final proceeding Servicer to have resulted solely from the Agent’s gross negligence or willful misconduct. The Agent shall not be required to take any action hereunder, carry out its servicing and administrative duties under the Notes or under any other Loan Document, or to prosecute or defend any suit in respect of this Agreement, the Notes or any other Loan Document, unless it is indemnified hereunder to its satisfaction. If any indemnity in favor of the Agent shall be or become, in the Agent’s determination, inadequate, the Agent may call for additional indemnification from the Lenders and cease to do the acts indemnified against hereunder until such additional indemnity is given.

Actions. Each Lender hereby appoints National City Mxxxxx Sxxxxxx as its Administrative Agent under and for purposes of this Agreement, the Notes and each other Loan Document. Each Lender authorizes the Administrative Agent to act on behalf of such Lender under this Agreement, the Notes and each other Loan Document and, in the absence of other written instructions from the Required Lenders received from time to time by the Administrative Agent (with respect to which the Administrative Agent agrees that it will comply, except as otherwise provided in this Section or as otherwise advised by counselcounsel in order to avoid contravention of applicable law), to exercise such powers hereunder and thereunder as are specifically delegated to or required of the Administrative Agent by the terms hereof and thereof, together with such powers as may be reasonably incidental thereto. Each Lender hereby indemnifies (which indemnity shall survive any termination of this Agreement) the Administrative Agent, pro rata according to such Lender’s Percentageproportionate Total Exposure Amount, from and against any and all liabilities, obligations, losses, damages, claims, costs or expenses of any kind or nature whatsoever which may at any time be imposed on, incurred by, or asserted against, the Administrative Agent in any way relating to or arising out of this Agreement, the Notes and any other Loan Document, (including reasonable attorneys’ fees), and as to which the Administrative Agent is not reimbursed by the Borrower; provided, however, that no Lender shall be liable for the payment of any portion of such liabilities, obligations, losses, damages, claims, costs or expenses which are determined by a court of competent jurisdiction in a final proceeding to have resulted solely from the Administrative Agent’s gross negligence or willful misconduct. The Administrative Agent shall not be required to take any action hereunder, under the Notes or under any other Loan Document, or to prosecute or defend any suit in respect of this Agreement, the Notes or any other Loan Document, unless it is indemnified hereunder to its satisfaction. If any indemnity in favor of the Administrative Agent shall be or become, in the Administrative Agent’s determination, inadequateinadequate (other than amounts covered by the proviso to the immediately preceding sentence), the Administrative Agent may call for additional indemnification from the Lenders and cease to do the acts indemnified against hereunder until such additional indemnity is given.

Actions. Each Lender hereby appoints National City Centaurus as its the Agent under and for purposes of this Agreement, the Notes and each other Loan Document. Each Lender authorizes the Agent to act on behalf of such Lender under this Agreement, the Notes and each other Loan Document and to appoint other agents or sub-agents to assist in its actions under the Loan Documents and, in the absence of other written instructions from the Required Lenders received from time to time by the Agent (with respect to which the Agent agrees that it will comply, except as otherwise provided in this Section or as otherwise advised by counselcounsel in order to avoid contravention of Applicable Law), to exercise such powers hereunder and thereunder as are specifically delegated to or required of the Agent by the terms hereof and thereof, together with such powers as may be reasonably incidental theretothereto (including the release of Liens on assets Disposed of in accordance with the terms of the Loan Documents). Each Lender hereby indemnifies (which indemnity shall survive any termination of this Agreement) the Agent, pro rata according to such Lender’s Percentageproportionate Total Exposure Amount, from and against any and all liabilities, obligations, losses, damages, claims, costs or expenses of any kind or nature whatsoever which may at any time be imposed on, incurred by, or asserted against, the Agent in any way relating to or arising out of this Agreement, the Notes and any other Loan Document, (including reasonable attorneys’ fees), and as to which the Agent Agent, is not reimbursed by the Borrower; providedprovided that, however, that no Lender shall be liable for the payment of any portion of such liabilities, obligations, losses, damages, claims, costs or expenses which that are determined by a court of competent jurisdiction in a final proceeding to have resulted solely from the Agent’s gross negligence or willful misconduct. The Agent shall not be required to take any action hereunder, under the Notes or under any other Loan Document, or to prosecute or defend any suit in respect of this Agreement, the Notes or any other Loan Document, unless it is indemnified hereunder to its satisfaction. If any indemnity in favor of the Agent shall be or become, in the Agent’s determination, inadequate, the Agent may call for additional indemnification from the Lenders and cease to do the acts indemnified against hereunder until such additional indemnity is given.

Actions. Each Lender hereby appoints National City as its Agent under and for purposes the holder of this Agreement, the Notes and each other Loan Document. Each Lender authorizes Note authorize the Agent to act on behalf of such Lender or holder under this Agreement, the Notes Agreement and each any other Loan Document and, in the absence of other written instructions from the Required Lenders received from time to time by the Agent (with respect to which the Agent agrees that it will will, subject to the last two sentences of this SECTION 8.1, comply, except as otherwise provided in this Section or as otherwise reasonably advised by counsel), to exercise such powers hereunder and thereunder as are specifically delegated to or required of the Agent by the terms hereof and thereof, together with such powers as may be reasonably incidental thereto. Each Lender hereby indemnifies (including, without limitation, ING in its capacity as a Lender) agrees (which indemnity agreement shall survive any termination of this Agreement) to indemnify the Agent, pro rata severally but not jointly PRO RATA according to such Lender’s Percentage, 's aggregate percentage of the Commitments from and against any and all liabilities, obligations, losses, damages, claimspenalties, costs actions, judgments, suits, costs, expenses or expenses disbursements of any kind or nature whatsoever which may at any time be imposed on, incurred by, or asserted against, against the Agent in any way relating to or arising out of this Agreement, the Notes and Notes, or any other Loan Document, including the reimbursement of the Agent for all reasonable out-of-pocket expenses (including reasonable attorneys’ ' fees) incurred by the Agent hereunder or in connection herewith or in enforcing the Obligations of the Borrower under this Agreement or any other Loan Document, and in all cases as to which the Agent is not reimbursed by the Borrower; provided, however, PROVIDED that no Lender shall be liable for the payment of any portion of such liabilities, obligations, losses, damages, claimspenalties, costs actions, judgments, suits, costs, expenses or expenses which are disbursements determined by a court of competent jurisdiction in a final proceeding to have resulted solely primarily from the Agent’s 's gross negligence or willful wilful misconduct. The Notwithstanding any other provision of this Agreement to the contrary, the Agent shall not be required to take any action hereunder, under the Notes hereunder or under any other Loan Document, or to prosecute or defend any suit in respect of this Agreement, the Notes Agreement or any other Loan Document, unless it is indemnified hereunder to its satisfactionreasonable satisfaction by the Lenders against loss, costs, liability and expense. If any indemnity in favor of the Agent shall be or becomebecome impaired, in the Agent’s determination, inadequate, the Agent it may call for additional indemnification from the Lenders indemnity and cease to do the acts indemnified against hereunder until such additional indemnity (not to exceed any Lender's PRO RATA share, determined by such Lender's percentage of the Commitment, of such loss, liability and expense) is given.

Actions. Each Lender and each Issuing Bank hereby appoints National City (i) JPMORGAN CHASE BANK, N.A. as its the Administrative Agent under this Agreement and for purposes of each other Loan Document, (ii) CITIBANK, N.A., as Syndication Agent under this AgreementAgreement and each other Loan Document, the Notes and (iii) BANK OF AMERICA, N.A., MIZUHO CORPORATE BANK, LTD. and XXXXXX XXXXXXX MUFG LOAN PARTNERS, LLC, acting through THE BANK OF TOKYO-MITSUBISHI UFJ, LTD. and XXXXXX XXXXXXX SENIOR FUNDING, INC., as Documentation Agents under this Agreement and each other Loan Document. Each Lender authorizes the Administrative Agent to act on behalf of such Lender under this Agreement, the Notes Agreement and each other Loan Document and, in the absence of other written instructions from the Required Lenders received from time to time by the Administrative Agent (with respect to which the Administrative Agent agrees that it will comply, except as otherwise provided in this Section or as otherwise advised by counsel), to exercise such powers hereunder and thereunder as are specifically delegated to or required of the Administrative Agent by the terms hereof and thereof, together with such powers as may be reasonably incidental thereto. Each Lender acknowledges that neither the Syndication Agent nor any of the Documentation Agents have any duties or obligations under this Agreement or any other Loan Document in connection with their capacity as either a Syndication Agent or Documentation Agent, respectively. Each Lender hereby indemnifies (which indemnity shall survive any termination of this Agreement) each of the AgentAgents, pro rata according to such Lender’s Percentage, WHETHER OR NOT RELATED TO ANY SINGULAR, JOINT OR CONCURRENT NEGLIGENCE OF THE AGENTS, from and against any and all liabilities, obligations, losses, damages, claims, costs or expenses of any kind or nature whatsoever which may at any time be imposed on, incurred by, or asserted against, the any Agent in any way relating to or arising out of this Agreement, the Notes Agreement and any other Loan Document, including reasonable attorneys’ fees, and as to which the such Agent is not reimbursed by the Borrower; provided, however, that no Lender shall be liable for the payment of any portion of such liabilities, obligations, losses, damages, claims, costs or expenses which are determined by a court of competent jurisdiction in a final proceeding to have resulted solely from the such Agent’s gross negligence or willful misconduct. The Agent None of the Agents shall not be required to take any action hereunder, under the Notes hereunder or under any other Loan Document, or to prosecute or defend any suit in respect of this Agreement, the Notes Agreement or any other Loan Document, unless it is indemnified hereunder to its satisfaction. If any indemnity in favor of the any Agent shall be or becomebecome inadequate, in the such Agent’s determination, inadequateas the case may be, the such Agent may call for additional indemnification from the Lenders and cease to do the acts indemnified against hereunder until such additional indemnity is given. Notwithstanding any provision to the contrary contained elsewhere in this Agreement or in any other Loan Document, none of the Agents shall have any duties or responsibilities, except as expressly set forth herein, nor shall any of the Agents have or be deemed to have any fiduciary relationship with any Lender, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or any other Loan Document or otherwise exist against any of the Agents.

Actions. Each Lender hereby appoints National City First Union as its Administrative Agent under and for purposes of this Agreement, the Notes and each other Loan Document. Each Lender authorizes the Administrative Agent to act on behalf of such Lender under this Agreement, the Notes and each other Loan Document and, in the absence of other written instructions from the Required Lenders received from time to time by the Administrative Agent (with respect to which the Administrative Agent agrees that it will comply, except as otherwise provided in this Section or as otherwise advised by counsel), to exercise such powers hereunder and thereunder as are specifically delegated to or required of the Administrative Agent by the terms hereof and thereof, together with such powers as may be reasonably incidental thereto. Without limiting the effect of the preceding sentences of this Section 10.1, each Lender authorizes the Administrative Agent to act as collateral agent and to hold and accept title to all Liens granted to the Administrative Agent by the Borrower or any other Obligor for the ratable benefit of the Administrative Agent and the Lenders, in order to exercise remedies on behalf of the Lenders in connection with the enforcement of such liens and security interests in accordance with the provisions of the Loan Documents. Each Lender hereby indemnifies (which indemnity shall survive any termination of this Agreement) each of the Administrative Agent and the Syndication Agent, pro rata according to such Lender’s 's Percentage, from and against any and all liabilities, obligations, losses, damages, claims, costs or expenses of any kind or nature whatsoever which may at any time be imposed on, incurred by, or asserted against, the Administrative Agent or the Syndication Agent, as the case may be, in any way relating to or arising out of this Agreement, the Notes and any other Loan Document, including reasonable attorneys’ ' fees, and as to which the Administrative Agent or the Syndication Agent is not reimbursed by the BorrowerBorrower or any other Obligor; provided, however, that no Lender shall be liable for the payment of any portion of such liabilities, obligations, losses, damages, claims, costs or expenses which are determined by a court of competent jurisdiction in a final proceeding to have resulted solely from the Agent’s gross negligence or willful misconductwilful misconduct of the indemnified party. The Administrative Agent shall not be required to take any action hereunder, under the Notes or under any other Loan Document, or to prosecute or defend any suit in respect of this Agreement, the Notes or any other Loan Document, unless it is indemnified hereunder to its satisfaction. If any indemnity in favor of the Administrative Agent or the Syndication Agent shall be or become, in the determination of the Administrative Agent or Syndication Agent’s determination, inadequate, the Administrative Agent or the Syndication Agent may call for additional indemnification from the Lenders and cease to do the acts indemnified against hereunder until such additional indemnity is given.

Actions. Each Lender hereby appoints National City (i) JPMorgan as its the Agent under this Agreement and for purposes each other Loan Document, (ii) Wachovia Bank, National Association, as Syndication Agent under this Agreement and each other Loan Document, (iii) Société Générale, Deutsche Bank AG New York Branch and The Royal Bank of Scotland plc, as Co-Documentation Agents under this AgreementAgreement and each other Loan Document, and (iv) the Notes entities identified as “Senior Managing Agents” on the signature pages to this Agreement as senior managing agents under this Agreement and each other Loan Document. Each Lender authorizes the Agent to act on behalf of such Lender under this Agreement, the Notes Agreement and each other Loan Document and, in the absence of other written instructions from the Required Lenders received from time to time by the Agent (with respect to which the Agent agrees that it will comply, except as otherwise provided in this Section or as otherwise advised by counsel), to exercise such powers hereunder and thereunder as are specifically delegated to or required of the Agent by the terms hereof and thereof, together with such powers as may be reasonably incidental thereto. Each Lender acknowledges that none of the Syndication Agent, the Co-Documentation Agents or the Senor Managing Agents have any duties or obligations under this Agreement or any other Loan Document in connection with their capacity as either the Syndication Agent, a Co-Documentation Agent or a Senior Managing Agent, respectively. Each Lender hereby indemnifies (which indemnity shall survive any termination of this Agreement) each of the AgentAgents, pro rata according to such Lender’s Percentage, WHETHER OR NOT RELATED TO ANY SINGULAR, JOINT OR CONCURRENT NEGLIGENCE OF THE AGENTS, from and against any and all liabilities, obligations, losses, damages, claims, costs or expenses of any kind or nature whatsoever which may at any time be imposed on, incurred by, or asserted against, the any Agent in any way relating to or arising out of this Agreement, the Notes Agreement and any other Loan Document, including reasonable attorneys’ fees, and as to which the such Agent is not reimbursed by the Borrower; provided, however, that no Lender shall be liable for the payment of any portion of such liabilities, obligations, losses, damages, claims, costs or expenses which are determined by a court of competent jurisdiction in a final proceeding to have resulted solely from the such Agent’s gross negligence or willful misconduct. The Agent None of the Agents shall not be required to take any action hereunder, under the Notes hereunder or under any other Loan Document, or to prosecute or defend any suit in respect of this Agreement, the Notes Agreement or any other Loan Document, unless it is indemnified hereunder to its satisfaction. If any indemnity in favor of the any Agent shall be or becomebecome inadequate, in the such Agent’s determination, inadequateas the case may be, the such Agent may call for additional indemnification from the Lenders and cease to do the acts indemnified against hereunder until such additional indemnity is given. Notwithstanding any provision to the contrary contained elsewhere in this Agreement or in any other Loan Document, none of the Agents shall have any duties or responsibilities, except as expressly set forth herein, nor shall any of the Agents have or be deemed to have any fiduciary relationship with any Lender, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or any other Loan Document or otherwise exist against any of the Agents.

Actions. Each Lender hereby appoints National City Wachovia Bank as its Administrative Agent and Congress as its Collateral Monitoring Agent under and for purposes of this Agreement, the Notes and each other Loan Document. Each Lender authorizes the Administrative Agent and the Collateral Monitoring Agent to act on behalf of such Lender under this Agreement, the Notes and each other Loan Document and, in the absence of other written instructions from the Required Lenders received from time to time by the Administrative Agent or the Collateral Monitoring Agent (with respect to which the Administrative Agent and the Collateral Monitoring Agent agrees that it will comply, except as otherwise provided in this Section or as otherwise advised by counselcounsel in order to avoid contravention of applicable law), to exercise such powers hereunder and thereunder as are specifically delegated to or required of the Administrative Agent or the Collateral Monitoring Agent by the terms hereof and thereof, together with such powers as may be reasonably incidental thereto. Each Lender hereby indemnifies (which indemnity shall survive any termination of this Agreement) the Administrative Agent, the Collateral Monitoring Agent and the Arranger, pro rata according to such Lender’s Percentage's proportionate Total Exposure Amount, from and against any and all liabilities, obligations, losses, damages, claims, costs or expenses of any kind or nature whatsoever which may at any time be imposed 102 on, incurred by, or asserted against, the Administrative Agent, the Collateral Monitoring Agent or the Arranger, as the case may be, or in any way relating to or arising out of this Agreement, the Notes any Loan Document (including attorneys' fees and expenditures to protect or preserve any other Loan Document, including reasonable attorneys’ feescollateral), and as to which the Administrative Agent, the Collateral Monitoring Agent or the Arranger, as the case may be, is not reimbursed by the Borrower; provided, however, that no Lender shall be liable for the payment of any portion of such liabilities, obligations, losses, damages, claims, costs or expenses which (a) in the case of liabilities, obligations, losses, damages, claims, costs or expenses claimed by the Administrative Agent, are determined by a court of competent jurisdiction in a final proceeding to have resulted from the Administrative Agent's gross negligence or willful misconduct, (b) in the case of liabilities, obligations, losses, damages, claims, costs or expenses claimed by the Arranger, are determined by a court of competent jurisdiction in a final proceeding to have resulted solely from the Arranger's gross negligence or willful misconduct, and (c) in the case of liabilities, obligations, losses, damages, claims, costs or expenses claimed by the Collateral Monitoring Agent’s , are determined by a court of competent jurisdiction in a final proceeding to have resulted from the Collateral Monitoring Agent's gross negligence or willful misconduct. The Administrative Agent and the Collateral Monitoring Agent shall not be required to take any action hereunder, under the Notes or under any other Loan Document, or to prosecute or defend any suit in respect of this Agreement, the Notes or any other Loan Document, unless it is indemnified hereunder to its satisfaction. If any indemnity in favor of the Administrative Agent or the Collateral Monitoring Agent shall be or become, in the Administrative Agent’s 's or the Collateral Monitoring Agent determination, inadequate, the Administrative Agent or the Collateral Monitoring Agent may call for additional indemnification from the Lenders and cease to do the acts indemnified against hereunder until such additional indemnity is given.

Actions. Each Lender hereby appoints National City TD as its Administrative Agent under and for purposes of this Agreement, the Notes and each other Loan Document. Each Lender authorizes the Administrative Agent to act on behalf of such Lender under this Agreement, the Notes and each other Loan Document and, in the absence of other written instructions from the Required Lenders received from time to time by the Administrative Agent (with respect to which the Administrative Agent agrees that it will comply, except as otherwise provided in this Section or as otherwise advised by counselcounsel in order to avoid contravention of applicable law), to exercise such powers hereunder and thereunder as are specifically delegated to or required of the Administrative Agent by the terms hereof and thereof, together with such powers as may be reasonably incidental thereto. Each Lender hereby indemnifies (which indemnity shall survive any termination of this Agreement) the AgentAdministrative Agent and the Arranger, pro rata according to such Lender’s Percentage's proportionate Total Exposure Amount (which, for any period after the Stated Maturity Date, shall mean the Total Exposure Amount on the Stated Maturity Date), from and against any and all liabilities, obligations, losses, damages, claims, costs or expenses of any kind or nature whatsoever which may at any time be imposed on, incurred by, or asserted against, the Administrative Agent or the Arranger, as the case may be, in any way relating to or arising out of this Agreement, the Notes and any other Loan Document, including reasonable attorneys’ ' fees, and as to which the Administrative Agent or the Arranger, as the case may be, is not reimbursed by the Borrower; provided, however, that no Lender shall be liable for the payment of any portion of such liabilities, obligations, losses, damages, claims, costs or expenses which are determined by a court of competent jurisdiction in a final proceeding to have resulted solely from the Administrative Agent’s 's or the Arranger's gross negligence or willful wilful misconduct. The Administrative Agent shall not be required to take any action hereunder, under the Notes or under any other Loan Document, or to prosecute or defend any suit in respect of this Agreement, the Notes or any other Loan Document, unless it is indemnified hereunder to its satisfaction. If any indemnity in favor of the Administrative Agent shall be or become, in the Administrative Agent’s 's determination, inadequate, the Administrative Agent may call for additional indemnification from the Lenders and cease to do the acts indemnified against hereunder until such additional indemnity is given.

Actions. Each Lender hereby appoints National City MS as its Administrative Agent and Syndication Agent under and for purposes of this Agreement, the Notes and each other Loan Document. Each Lender authorizes the Administrative Agent to act on behalf of such Lender under this Agreement, the Notes and each other Loan Document and, in the absence of other written instructions from the Required Lenders received from time to time by the Administrative Agent (with respect to which the Administrative Agent agrees that it will comply, except as otherwise provided in this Section or as otherwise advised by counselcounsel in order to avoid contravention of applicable law), to exercise such powers hereunder and thereunder as are specifically delegated to or required of the Administrative Agent by the terms hereof and thereof, together with such powers as may be reasonably incidental theretothereto (including the release of Liens on assets disposed of in accordance with the terms of the Loan Documents). Each Lender hereby indemnifies (which indemnity shall survive any termination of this Agreement) the AgentAgents, pro rata according to such Lender’s Percentage's proportionate Total Exposure Amount, from and against any and all liabilities, obligations, losses, damages, claims, costs or expenses of any kind or nature whatsoever which may at any time be imposed on, incurred by, or asserted against, the Agent Agents in any way relating to or arising out of this Agreement, the Notes and any other Loan Document, Document (including reasonable attorneys’ ' fees), and as to which the such Agent is not reimbursed by the BorrowerRoyalty Sub; provided, however, provided that no Lender shall be liable for the payment of any portion of such liabilities, obligations, losses, damages, claims, costs or expenses which are determined by a court of competent jurisdiction in a final proceeding to have resulted solely from the such Agent’s 's gross negligence or willful misconduct. The Agent No Agents shall not be required to take any action hereunder, under the Notes or under any other Loan Document, or to prosecute or defend any suit in respect of this Agreement, the Notes or any other Loan Document, unless it is indemnified hereunder to its satisfaction. If any indemnity in favor of the any Agent shall be or become, in the Agent’s 's determination, inadequate, the such Agent may call for additional indemnification from the Lenders and cease to do the acts indemnified against hereunder until such additional indemnity is given.

Actions. Each Lender hereby appoints National City Scotiabank as its ------- Administrative Agent, NationsBank as its Syndication Agent, Credit Lyonnais as its Documentation Agent and each of Scotiabank, NationsBank and Credit Lyonnais as an Arranging Agent, in each case under and for purposes of this Agreement, the Notes Agreement and each other Loan Document. Each Lender authorizes the each Agent to act on behalf of such Lender under this Agreement, the Notes Agreement and each other Loan Document and, in the absence of other written instructions from the Required Lenders received from time to time by the such Agent (with respect to which the each Agent agrees that it will comply, except as otherwise provided in this Section or as otherwise advised by counselcounsel in order to avoid contravention of applicable law), to exercise such powers hereunder and thereunder as are specifically delegated to or required of the such Agent by the terms hereof and thereof, together with such powers as may be reasonably incidental thereto. Each Lender hereby indemnifies (which indemnity shall survive any termination of this Agreement) the each Agent, pro rata according --- ---- to such Lender’s 's Percentage, from and against any and all liabilities, obligations, losses, damages, claims, costs or expenses of any kind or nature whatsoever which may at any time be imposed on, incurred by, or asserted against, the such Agent in any way relating to or arising out of this Agreement, the Notes Agreement and any other Loan Document, including reasonable attorneys’ ' fees, and as to which the such Agent is not reimbursed by the Borrower; provided, however, that no Lender -------- ------- shall be liable for the payment of any portion of such liabilities, obligations, losses, damages, claims, costs or expenses which are determined by a court of competent jurisdiction in a final proceeding to have resulted solely from the such Agent’s 's gross negligence or willful wilful misconduct. The No Agent shall not be required to take any action hereunder, under the Notes hereunder or under any other Loan Document, or to prosecute or defend any suit in respect of this Agreement, the Notes Agreement or any other Loan Document, unless it is indemnified hereunder to its satisfaction. If any indemnity in favor of the any Agent shall be or become, in the such Agent’s 's determination, inadequate, the such Agent may call for additional indemnification from the Lenders and cease to do the acts indemnified against hereunder until such additional indemnity is given.

Actions. Each Lender hereby appoints National City DLJ as its Syndication Agent and Fleet as its Administrative Agent under and for purposes of this Agreement, the Notes and each other Loan Document. Each Lender authorizes the each Managing Agent to act on behalf of such Lender under this Agreement, the Notes and each other Loan Document and, in the absence of other written instructions from the Required Lenders received from time to time by the Agent Managing Agents (with respect to which the each Managing Agent agrees that it will comply, except as otherwise provided in this Section or as otherwise advised by counselcounsel in order to avoid contravention of applicable law), to exercise such powers hereunder and thereunder as are specifically delegated to or required of the such Managing Agent by the terms hereof and thereof, together with such powers as may be reasonably incidental thereto. Each Lender hereby indemnifies (which indemnity shall survive any termination of this Agreement) the each Managing Agent, pro rata according to such Lender’s Percentage's proportionate Total Exposure Amount, from and against any and all liabilities, obligations, losses, damages, claims, costs or expenses of any kind or nature whatsoever which may at any time be imposed on, incurred by, or asserted against, the such Managing Agent in any way relating to or arising out of this Agreement, the Notes and any other Loan Document, including reasonable attorneys’ ' fees, and as to which the such Managing Agent is not reimbursed by the Borrower; provided, however, that no Lender shall be liable for the payment of any portion of such liabilities, obligations, losses, damages, claims, costs or expenses which are determined by a court of competent jurisdiction in a final proceeding to have resulted solely from the such Managing Agent’s 's gross negligence or willful wilful misconduct. The Neither Managing Agent shall not be required to take any action hereunder, under the Notes or under any other Loan Document, or to prosecute or defend any suit in respect of this Agreement, the Notes or any other Loan Document, unless it is indemnified hereunder to its satisfaction. If any indemnity in favor of the either Managing Agent shall be or become, in the such Managing Agent’s 's determination, inadequate, the such Managing Agent may call for additional indemnification from the Lenders and cease to do the acts indemnified against hereunder until such additional indemnity is given.

Actions. Each Lender hereby appoints National City Bank of America as its Agent agent under and for purposes of this Agreement, the Term Notes and each other Loan Document. Each Lender authorizes the Administrative Agent to act on behalf of such Lender under this Agreement, the Term Notes and each other Loan Document and, in the absence of other written instructions from the Required Lenders received from time to time by the Administrative Agent (with respect to which the Administrative Agent agrees that it will comply, except as otherwise provided in this Section or as otherwise advised by counsel), to exercise such powers hereunder and thereunder as are specifically delegated to or required of the Administrative Agent by the terms hereof and thereof, together with such powers as may be reasonably incidental thereto. Each Lender hereby indemnifies (which indemnity shall survive any termination of this Agreement) the Administrative Agent, pro rata PRO RATA according to such Lender’s 's Percentage, from and against any and all liabilities, obligations, losses, damages, claims, costs or expenses of any kind or nature whatsoever which may at any time be imposed on, incurred by, or asserted against, the Administrative Agent in any way relating to or arising out of this Agreement, the Term Notes and any other Loan Document, including reasonable attorneys’ fees' fees (to the extent that the Borrower is required to reimburse the Administrative Agent therefor, but does not do so), and as to which the Administrative Agent is not reimbursed by the Borrower; provided, however, PROVIDED that no Lender shall be liable for the payment of any portion of such liabilities, obligations, losses, damages, claims, costs or expenses which are determined by a court of competent jurisdiction in a final proceeding to have resulted solely from the Administrative Agent’s 's gross negligence or willful misconduct. The Administrative Agent shall not be required to take any action hereunder, under the Term Notes or under any other Loan Document, or to prosecute or defend any suit in respect of this Agreement, the Term Notes or any other Loan Document, unless it is expressly required to do so under this Agreement or is indemnified hereunder to its satisfaction. If any indemnity in favor of the Administrative Agent shall be or become, in the Administrative Agent’s 's determination, inadequate, the Administrative Agent may call for additional indemnification from the Lenders and cease to do the acts indemnified against hereunder until such additional indemnity is given.

Actions. Each Lender hereby appoints National City Chase as its Administrative Agent under and for purposes of this Agreement, the Notes and each other Loan Document. Each Lender authorizes the Administrative Agent to act on behalf of such Lender under this Agreement, the Notes and each other Loan Document and, in the absence of other written instructions from the Required Lenders received from time to time by the Administrative Agent (with respect to which the Administrative Agent agrees that it will comply, except as otherwise provided in this Section or as otherwise advised by counsel), to exercise such powers hereunder and thereunder as are specifically delegated to or required of the Administrative Agent by the terms hereof and thereof, together with such powers as may be reasonably incidental thereto. Each Lender hereby indemnifies (which indemnity shall survive any termination of this Agreement) the Administrative Agent, pro rata according to such Lender’s 's Percentage, from and against any and all liabilities, obligations, losses, damages, claims, costs or expenses of any kind or nature whatsoever which may at any time be imposed on, incurred by, or asserted against, the Administrative Agent in any way relating to or arising out of this Agreement, the Notes and any other Loan Document, including reasonable attorneys’ ' fees, and as to which the Administrative Agent is not reimbursed by the BorrowerCompany; provided, however, that no Lender shall be liable for the payment of any portion of such liabilities, obligations, losses, damages, claims, costs or expenses which are determined by a court of competent jurisdiction in a final proceeding to have resulted solely from the Administrative Agent’s 's gross negligence or willful wilful misconduct. The Administrative Agent shall not be required to take any action hereunder, under the Notes or under any other Loan Document, or to prosecute or defend any suit in respect of this Agreement, the Notes or any other Loan Document, unless it is indemnified hereunder to its satisfaction. If any indemnity in favor of the Administrative Agent shall be or become, in the Administrative Agent’s 's determination, inadequate, the Administrative Agent may call for additional indemnification from the Lenders and cease to do the acts indemnified against hereunder until such additional indemnity is given.

Actions. Each Lender hereby appoints National City as its Agent under and for purposes of this Agreement, the Notes and each other Loan Document. Each Lender authorizes the Collateral Agent and the Administrative Agent to act in the relevant capacity on behalf of such Lender under this Agreement, the Notes Agreement and each other Loan Document and, in the absence of other written instructions from the Required Lenders received from time to time by the such Agent (with respect to which the such Agent agrees that it will complywill, subject to the last paragraph of this Section, comply in good faith except as otherwise provided in this Section or as otherwise advised by counselcounsel to the effect that any such compliance might subject such Agent to any liability of whatsoever nature), to exercise such powers hereunder and thereunder as are specifically delegated to or required of the such Agent by the terms hereof and thereof, together with such powers as may be reasonably incidental thereto. Without limiting the generality of the foregoing, each Lender hereby authorizes the Collateral Agent to act on behalf of such Lender to execute and accept on its behalf the Subsidiary Security Agreement and to take all such actions thereunder necessary or appropriate with respect to management or enforcement of the collateral security provided by the Subsidiary Security Agreement and enforcement of the rights of the Finance Parties thereunder. Each Lender hereby indemnifies agrees (which indemnity agreement shall survive any termination of this Agreement) the to indemnify each Agent, pro rata rata, according to such Lender’s 's Percentage, from and against any and all liabilities, obligations, losses, damages, claimspenalties, costs actions, judgments, suits, costs, expenses or expenses disbursements of any kind or nature whatsoever which may at any time be imposed on, incurred by, or asserted against, the against such Agent in any way relating to or arising out of this Agreement, the Notes and Agreement or any other Loan Document, including reasonable the reimbursement of each Agent for all out-of-pocket expenses (including attorneys’ fees, ' fees and expenses) incurred by such Agent hereunder or in connection herewith or with any other Loan Document or in enforcing the Obligations under this Agreement or any other Loan Document (subject as aforesaid) in all cases as to which the Agent is such are not reimbursed by the Borrower; provided, however, that no Lender shall be liable for the payment of any portion of such liabilities, obligations, losses, damages, claimspenalties, costs actions, judgments, suits, costs, expenses or expenses which are disbursements determined by a court of competent jurisdiction in a final proceeding to have resulted solely from the either Agent’s 's gross negligence or willful wilful misconduct. The Neither Agent shall not be required to take any action hereunder, under the Notes hereunder or under any other Loan Document, or to prosecute or defend any suit in respect of this Agreement, the Notes Agreement or any other Loan Document, unless it is indemnified hereunder to its satisfactionsatisfaction by the relevant Lenders against loss, costs, liability and expense. If any indemnity in favor of the either Agent shall be or becomebecome impaired, in the Agent’s determination, inadequate, the Agent it may call for additional indemnification from the Lenders indemnity and cease to do the acts indemnified against hereunder until such additional indemnity is given.

Actions. Each Lender hereby appoints National City CSFB as its Administrative Agent under and for purposes of this Agreement, the Notes and each other Loan Document. Each Lender authorizes the Administrative Agent to act on behalf of such Lender under this Agreement, the Notes and each other Loan Document and, in the absence of other written instructions from the Required Lenders received from time to time by the Administrative Agent (with respect to which the Administrative Agent agrees that it will comply, except as otherwise provided in this Section or as otherwise advised by counselcounsel in order to avoid contravention of applicable law), to exercise such powers hereunder and thereunder as are specifically delegated to or required of the Administrative Agent by the terms hereof and thereof, together with such powers as may be reasonably incidental thereto. Each Lender hereby indemnifies (which indemnity shall survive any termination of this Agreement) the Administrative Agent, pro rata according to such Lender’s Percentage's proportionate Total Exposure Amount, from and against any and all liabilities, obligations, losses, damages, claims, costs or expenses of any kind or nature whatsoever which may at any time be imposed on, incurred by, or asserted against, the Administrative Agent in any way relating to or arising out of this Agreement, the Notes and any other Loan Document, Document (including reasonable attorneys’ ' fees), and as to which the Administrative Agent is not reimbursed by the Borrower; provided, however, provided that no Lender shall be liable for the payment of any portion of such liabilities, obligations, losses, damages, claims, costs or expenses which are determined by a court of competent jurisdiction in a final proceeding to have resulted solely from the Administrative Agent’s 's gross negligence or willful misconduct. The Administrative Agent shall not be required to take any action hereunder, under the Notes or under any other Loan Document, or to prosecute or defend any suit in respect of this Agreement, the Notes or any other Loan Document, unless it is indemnified hereunder to its satisfaction. If any indemnity in favor of the Administrative Agent shall be or become, in the Administrative Agent’s 's determination, inadequate, the Administrative Agent may call for additional indemnification from the Lenders and cease to do the acts indemnified against hereunder until such additional indemnity is given. The Administrative Agent is authorized to release collateral that is permitted to be sold or released pursuant to the terms of the Loan Documents.

Actions. Each Lender hereby appoints National City as (a)The Company shall not enter into, or permit to exist, any Contractual Obligation that encumbers or restricts the ability of any Company Party to pledge its Agent under property pursuant to the Transaction Documents other than (i) restrictions and for purposes of this Agreement, the Notes and each other Loan Document. Each Lender authorizes the Agent to act on behalf of such Lender under this Agreement, the Notes and each other Loan Document and, in the absence of other written instructions from the Required Lenders received from time to time conditions imposed by applicable Laws or by the Agent Transaction Documents, (ii) Restrictive Agreements listed on Schedule 7.8, (iii) limitations associated with respect to which Permitted Liens or any document or instrument governing any Permitted Lien, (iv) any documentation governing Indebtedness referenced in clauses (c) and (r) of the Agent agrees that it will comply, except as otherwise provided in this Section definition of “Permitted Debt” (or as otherwise advised by counselany Permitted Refinancing thereof), to exercise such powers hereunder (v) customary provisions in leases, Permitted Licenses and thereunder as are specifically delegated to other Contracts restricting the assignment thereof or required restricting the assignment, pledge, transfer or sublease or sublicense of the Agent by property leased, licensed or otherwise the terms hereof and subject thereof, together with such powers as may be reasonably incidental thereto. Each Lender hereby indemnifies ; (which indemnity shall survive vi) any termination of this Agreement) the Agent, pro rata according to such Lender’s Percentage, from and against restrictions or conditions set forth in any and all liabilities, obligations, losses, damages, claims, costs or expenses of any kind or nature whatsoever which may agreement in effect at any time any Person becomes a Subsidiary (but not any modification or amendment expanding the scope of any such restriction or condition); provided that such agreement was not entered into in contemplation of such Person becoming a Subsidiary; (vii) restrictions or conditions in any Indebtedness permitted pursuant to Section 9.01 that is incurred or assumed by Subsidiaries that are not a Company Party to the extent such restrictions or conditions are no more restrictive in any material respect than the restrictions and conditions in the Transaction Documents; (viii) restrictions or conditions imposed by any agreement relating to purchase money Indebtedness and other secured Indebtedness or to leases and licenses permitted by this Agreement if such restrictions or conditions apply only to the property or assets securing such Indebtedness or the property leased or licensed; (ix) customary provisions in contracts for the disposition of any assets; provided that the restrictions in any such contract shall apply only to the assets or Subsidiary that is to be imposed ondisposed of and such disposition is permitted hereunder; (x) customary provisions regarding confidentiality or restricting assignment, incurred bypledges or transfer of any Permitted License or any other agreement entered into in the ordinary course of business; (xi) customary restrictions or encumbrances in any agreement evidencing Permitted Convertible Notes that restricts the merger or consolidation of, or asserted againstthe sale of all or substantially all of the assets of, the Agent Company or taken as a whole, are not more restrictive to the Company Parties in any way relating material respect than the comparable restrictions and encumbrances in the Transaction Documents, taken as a whole (as reasonably determined by the a Responsible Officer of the Company in good faith and as certified to by a certificate from such Responsible Officer delivered to the Investor); (xii) restrictions or arising out encumbrances in any agreement in effect at the time any Person becomes a Subsidiary, so long as (x) such agreement was not entered into in contemplation of this such Person becoming a Subsidiary and (y) such restrictions or encumbrances do not extend beyond such Subsidiary or its assets, (xiii) subject to the Intercreditor Agreement, any documentation governing the Notes Indebtedness of the Company and any other Loan Document, including reasonable attorneys’ fees, and as to which the Agent is not reimbursed by the Borrower; provided, however, that no Lender shall be liable for the payment of any portion of such liabilities, obligations, losses, damages, claims, costs or expenses which are determined by a court of competent jurisdiction in a final proceeding to have resulted solely from the Agent’s gross negligence or willful misconduct. The Agent shall not be required to take any action hereunder, under the Notes or under any other Loan Document, or to prosecute or defend any suit its Subsidiaries in respect of this any Permitted Secured Facility pursuant to clause (a) of the definition of “Permitted Secured Facility”, and (xiv) subject to the Other Intercreditor Agreement, any documentation governing the Notes or any other Loan Document, unless it is indemnified hereunder to its satisfaction. If any indemnity in favor Indebtedness of the Agent shall be or become, Company and its Subsidiaries in respect of any Permitted Secured Facility pursuant to clause (b) of the Agent’s determination, inadequate, the Agent may call for additional indemnification from the Lenders and cease to do the acts indemnified against hereunder until such additional indemnity is givendefinition of “Permitted Secured Facility”.

Actions. Each Lender hereby appoints National City Credit Suisse, Cayman Islands Branch, as its Administrative Agent under and for purposes of this Agreementeach Loan Document. Each Lender hereby appoints JPMorgan Chase Bank, N.A., as its Collateral Agent under and for the Notes purposes of each Loan Document. Each Lender hereby appoints Credit Suisse, Cayman Islands Branch, and each other Lender designated pursuant to Section 2.5.6(b), as an Issuing Bank under and for purposes of each Loan Document. Each Lender authorizes each of the Administrative Agent, the Collateral Agent and each Issuing Bank to act on behalf of such Lender under this Agreementeach Loan Document, the Notes and each other Loan Document as applicable, and, in the absence of other written instructions from the Required Lenders received from time to time by the such Agent or Issuing Bank (with respect to which the such Agent or Issuing Bank agrees that it will comply, except as otherwise provided in this Section 9.1 or as otherwise advised by counselcounsel in order to avoid contravention of applicable law), to exercise such powers hereunder and thereunder as are specifically delegated to or required of the such Agent or Issuing Bank by the terms hereof and thereof, together with such powers as may be reasonably incidental thereto. Each Lender hereby indemnifies (which indemnity shall survive any termination of this Agreement) the Agenteach Agent and Issuing Bank, pro rata according to such Lender’s Percentageproportionate amount of the outstanding Loans, from and against any and all liabilities, obligations, losses, damages, claims, costs or expenses of any kind or nature whatsoever which may at any time be imposed on, incurred by, or asserted against, the any such Agent or Issuing Bank in any way relating to or arising out of this Agreement, the Notes and any other Loan Document, (including reasonable attorneys’ fees), and as to which the each such Agent or Issuing Bank is not reimbursed by the BorrowerBorrowers; provided, however, provided that no Lender shall be liable for the payment of any portion of such liabilities, obligations, losses, damages, claims, costs or expenses which are determined by a court of competent jurisdiction in a final proceeding to have resulted solely from the an Agent’s or Issuing Bank’s gross negligence or willful misconduct. The Agent None of the Agents or Issuing Bank shall not be required to take any action hereunder, under the Notes or under any other Loan Document, or to prosecute or defend any suit in respect of this Agreement, the Notes or any other Loan Document, unless it is indemnified hereunder to its satisfaction. If any indemnity in favor of the an Agent or Issuing Bank shall be or become, in the Agent’s or Issuing Bank’s determination, inadequate, the such Agent or Issuing Bank may call for additional indemnification from the Lenders and cease to do the acts indemnified against hereunder until such additional indemnity is given.. The Documentation Agent, without the consent of or notice to any party hereto, may assign any and all of its rights or obligations hereunder to any of its Affiliates. As of the Closing Date, the Documentation Agent shall have no obligations but shall be entitled to all the benefits of Section 9. 100

Actions. Each Lender hereby appoints National City Bank of America as its Agent under and for purposes of this Agreement, the Notes and each other Loan Document. Each Lender authorizes the Agent to act on behalf of such Lender under this Agreement, the Notes and each other Loan Document and, in the absence of other written instructions from the Required Lenders received from time to time by the Agent (with respect to which the Agent agrees that it will comply, except as otherwise provided in this Section or as otherwise advised by counsel), to exercise such powers hereunder and thereunder as are specifically delegated to or required of the Agent by the terms hereof and thereof, together with such powers as may be reasonably incidental thereto. Each Lender hereby indemnifies (which indemnity shall survive any termination of this Agreement) the Agent, pro rata according to such Lender’s 's Percentage, from and against any and all liabilities, obligations, losses, damages, claims, costs or expenses of any kind or nature whatsoever which may at any time be imposed on, incurred by, or asserted against, the Agent in any way relating to or arising out of the Agent's acting as Agent (and not as a Lender) under this Agreement, the Notes and any other Loan Document, including reasonable attorneys’ ' fees, and as to which the Agent is not reimbursed by the BorrowerBorrowers; provided, however, that no Lender shall be liable for the payment of any portion of such liabilities, obligations, losses, damages, claims, costs or expenses which are determined by a court of competent jurisdiction in a final proceeding to have resulted solely from the Agent’s 's gross negligence or willful misconduct. The Agent shall not be required to take any action hereunder, under the Notes or under any other Loan Document, or to prosecute or defend any suit in respect of this Agreement, the Notes or any other Loan Document, unless it is indemnified hereunder to its satisfaction. If any indemnity in favor of the Agent shall be or become, in the Agent’s 's determination, inadequate, the Agent may call for additional indemnification from the Lenders and cease to do the acts indemnified against hereunder until such additional indemnity is given.

Actions. Each Lender hereby appoints National City Xxxxx Fargo Bank to act as its Agent and each of Xxxxx Fargo Bank and GECC to act as Co-Collateral Agents under and for purposes of each Loan Document, in each case with such powers as are specifically delegated to Agent and Co-Collateral Agents, respectively, by the terms of this Agreement, Agreement and of the Notes and each other Loan Document. Each Lender authorizes the Agent to act on behalf of Documents, together with such Lender under this Agreement, the Notes and each other Loan Document powers as are reasonably incidental thereto (and, in the absence of other written instructions from the Required Lenders received from time to time by Agent or Co-Collateral Agents, as the Agent (case may be, with respect to which the Agent agrees and Co-Collateral Agents, as applicable, agree that it they will comply, except as otherwise provided in this Section or as otherwise advised by counselcounsel in order to avoid contravention of applicable law), to exercise such powers hereunder and thereunder as are specifically delegated to or required of the Agent by the terms hereof and thereof, together with such powers as may be reasonably incidental thereto. Each Lender hereby indemnifies (which indemnity shall survive any termination of this Agreement) the Agent, each Co-Collateral Agent and each Arranger, pro rata according to such Lender’s PercentageCommitment, from and against any and all liabilities, obligations, losses, damages, claims, costs or expenses of any kind or nature whatsoever which may at any time be imposed on, incurred by, or asserted against, Agent, any Co-Collateral Agent or any Arranger, as the Agent case may be, or in any way relating to or arising out of this Agreement, the Notes and any other Loan Document, Document (including reasonable attorneys’ feesfees and expenditures to protect or preserve any collateral), and as to which Agent, any Co-Collateral Agent or any Arranger, as the Agent case may be, is not reimbursed by the BorrowerBorrowers; provided, however, that no Lender shall be liable for the payment of any portion of such liabilities, obligations, losses, damages, claims, costs or expenses which (a) in the case of liabilities, obligations, losses, damages, claims, costs or expenses claimed by Agent or any Co-Collateral Agent, are determined by a court of competent jurisdiction in a final proceeding to have resulted from Agent’s or such Co-Collateral Agent’s gross negligence or willful misconduct, and (b) in the case of liabilities, obligations, losses, damages, claims, costs or expenses claimed by any Arranger are determined by a court of competent jurisdiction in a final proceeding to have resulted solely from the Agentsuch Arranger’s gross negligence or willful misconduct. The Neither Agent or any Co-Collateral Agent shall not be required to take any action hereunder, under the Notes or under any other Loan Document, or to prosecute or defend any suit in respect of this Agreement, the Notes or any other Loan Document, unless it is indemnified hereunder to its satisfaction. If any indemnity in favor of the Agent or any Co-Collateral Agent shall be or become, in the Agent’s or any such Co-Collateral Agent’s determination, inadequate, the Agent or such Co-Collateral Agent may call for additional indemnification from the Lenders and cease to do the acts indemnified against hereunder until such additional indemnity is given.

Actions. Each Lender hereby appoints National City DLJ as its Syndication Agent and First Chicago as its Administrative Agent under and for purposes of this Agreement, the Notes and each other Loan Document. Each Lender authorizes the Agent Agents to act on behalf of such Lender under this Agreement, the Notes and each other Loan Document and, in the absence of other written instructions from the Required Lenders received from time to time by the Agent Agents (with respect to which each of the Agent Agents agrees that it will comply, except as otherwise provided in this Section or as otherwise advised by counsel), to exercise such powers hereunder and thereunder as are specifically delegated to or required of the Agent Agents by the terms hereof and thereof, together with such powers as may be reasonably incidental thereto. The Agents may execute any of their respective duties under this Agreement, the Notes and each other Loan Document by or through their respective employees, agents and attorneys-in-fact. Each Lender hereby indemnifies (which indemnity shall survive any termination of this Agreement) the AgentAgents, pro rata according to such Lender’s Percentage's percentage of the Total Exposure Amount, from and against any and all liabilities, obligations, losses, damages, claims, costs or expenses of any kind -91- 93 or nature whatsoever which may at any time be imposed on, incurred by, or asserted against, either of the Agent Agents in any way relating to or arising out of this Agreement, the Notes and any other Loan Document, including reasonable attorneys’ ' fees, and as to which the any Agent is not reimbursed by the Borrower; provided, however, that no Lender shall be liable for the payment of any portion of such liabilities, obligations, losses, damages, claims, costs or expenses which are determined by a court of competent jurisdiction in a final proceeding to have resulted solely from the such Agent’s 's gross negligence or willful wilful misconduct. The An Agent shall not be required to take any action hereunder, under the Notes or under any other Loan Document, or to prosecute or defend any suit in respect of this Agreement, the Notes or any other Loan Document, unless it is indemnified hereunder to its satisfaction. If any indemnity in favor of either of the Agent Agents shall be or become, in the such Agent’s 's determination, inadequate, the such Agent may call for additional indemnification from the Lenders and cease to do the acts indemnified against hereunder until such additional indemnity is given.

Actions. Each Lender hereby appoints National City BNS as its Administrative Agent under and for purposes of this Agreement, the Notes Agreement and each other Loan Document. Each Lender authorizes the Administrative Agent to act on behalf of such Lender under this Agreement, the Notes Agreement and each any other Loan Document and, in the absence of other written instructions from the Required Lenders received from time to time by the Administrative Agent (with respect to which the Administrative Agent agrees that it will complywill, subject to the last two sentences of this Section, comply in good faith except as otherwise provided in this Section or as otherwise advised by counsel), to exercise such powers hereunder and thereunder as are specifically delegated to or required of the Administrative Agent by the terms hereof and thereof, together with such powers as may be reasonably incidental thereto. The parties hereto acknowledge that the Syndication Agent and the Documentation Agent have no responsibilities in their capacities as Agents pursuant to any Loan Document. Each Lender hereby indemnifies agrees (which indemnity agreement shall survive any termination of this Agreement) the to indemnify each Agent, pro rata according to such Lender’s 's Percentage, from and against any and all liabilities, obligations, losses, damages, claimspenalties, costs actions, judgments, suits, costs, expenses, or expenses disbursements of any kind or nature whatsoever which may at any time be imposed on, incurred by, or asserted against, the against such Agent in any way relating to or arising out of this Agreement, the Notes and or any other Loan Document, including the reimbursement of such Agent for all reasonable out-of-pocket expenses (including reasonable attorneys’ ' fees) and the reasonably allocated costs of in-house counsel and legal staff incurred by such Agent hereunder or in connection herewith or in enforcing the Liabilities of the Borrower under this Agreement or any other Loan Document, and in all cases as to which the such Agent is not reimbursed by the Borrower; provided, however, provided that no Lender shall be liable for the payment of any portion of such liabilities, obligationsLiabilities, losses, damages, claimspenalties, costs actions, judgments, suits, costs, expenses, or expenses which are disbursements determined by a court of competent jurisdiction in a final proceeding to have resulted solely from the such Agent’s 's gross negligence or willful misconduct. The Administrative Agent shall not be required to take any action hereunder, under the Notes hereunder or under any other Loan Document, or to prosecute or defend any suit in respect of this Agreement, the Notes Agreement or any other Loan Document, unless it is indemnified hereunder to its satisfactionsatisfaction by the Lenders against loss, costs, liability, and expense. If any indemnity in favor of the Administrative Agent shall be or becomebecome impaired, in the Agent’s determination, inadequate, the Agent it may call for additional indemnification from the Lenders indemnity and cease to do the acts indemnified against hereunder until such additional indemnity is given. If the Administrative Agent has received indemnification payments from the Borrower and/or the Lenders in an amount equal to the full amount of all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements specified in the third sentence of this Section 9.1 with respect to a particular matter, then, to the extent any indemnification payments made by the Lenders pursuant to this Section 9.1 are subsequently recovered from the Borrower with respect to such matter, the Administrative Agent will promptly refund such previously paid indemnity payments to the Lenders, without interest.