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. (a) Each Lender and each Issuing Lender hereby appoints National City CNAI as its Administrative Agent under and for purposes of this Agreement, the Notes and each other Loan Document. Each Lender and each Issuing Lender authorizes the Administrative Agent to act on its 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. Notwithstanding any provision to the contrary contained elsewhere in any Loan Document, the Administrative Agent shall not have any duties or responsibilities, except those expressly set forth herein, nor shall the Administrative Agent have or be deemed to have any fiduciary relationship with any Issuing Lender or any Lender, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into any Loan Document or otherwise exist against the Administrative Agent. Without limiting the generality of the foregoing sentence, the use of the term "agent" in this Agreement with reference to the Administrative Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable law. Instead, such term is used merely as a matter of market custom, and is intended to create or reflect only an administrative relationship between independent contracting parties. (b) Each Lender hereby indemnifies agrees to indemnify (which indemnity shall survive any termination of this Agreement) the Agent, -Related Persons 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 Agent-Related Persons 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 Agent’s -Related Person's gross negligence or willful misconduct. The Agent No Agent-Related Persons 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 Agent’s its determination, inadequate, the Agent Agent-Related 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 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 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 (a) On the terms and for purposes subject to the conditions of this Agreement, each party (including, to the Notes extent applicable, Polaris in its capacity as the external manager of Sirius pursuant to the Sirius Management Agreement) will use its reasonable best efforts to take, or cause to be taken, in good faith, all actions, and to do, or cause to be done, all things necessary, proper or desirable under applicable Laws, so as to permit consummation of the Mergers as promptly as practicable in accordance with this Agreement and otherwise to enable consummation of the Transactions, and each will cooperate fully with, and furnish information to, the Other Parties to those ends. (b) The parties and their respective Subsidiaries will cooperate and use their respective reasonable best efforts to prepare as promptly as practicable all documentation, to effect all filings and to obtain all permits, consents, approvals and authorizations of all third parties and Governmental Authorities necessary to consummate the Mergers (including Requisite Regulatory Approvals) and the other Loan DocumentTransactions and will make all necessary filings in respect of the Requisite Regulatory Approvals as soon as practicable. Each Lender authorizes of the Agent parties will have the right to review in advance, and to the extent practicable each will consult with the Other Parties, in each case subject to applicable Laws relating to the exchange of information, with respect to all written information submitted to any third party or any Governmental Authority in connection with the Requisite Regulatory Approvals. In addition, each party shall, and shall cause its Subsidiaries, to use their respective reasonable best efforts to obtain any consents, approvals or waivers under any material Contract pursuant to which the Transactions could give rise to a default or acceleration (following the provision of any notice, passage of time or both) thereunder and to take any further actions reasonably requested by an Other Party to avoid any such default or acceleration. In exercising the foregoing rights, each of the parties will act reasonably and as promptly as practicable. Each party will consult with the Other Parties with respect to obtaining all material permits, consents, approvals and authorizations of all third parties and Governmental Authorities necessary or advisable to consummate the Transactions and each party will keep the Other Parties apprised of the status of material matters relating to completion of the Transactions. At the written request of any party not less than sixty (60) days prior to the anticipated Closing Date, the parties shall take the actions specified on Section 6.06(b) of the Constellation Disclosure Letter. (c) Each party will, upon request, furnish the Other Parties with all information concerning itself, its Subsidiaries, directors, officers and stockholders and such other matters as may be reasonably necessary or advisable in connection with any filing, notice or application made by or on behalf of such Lender under this AgreementOther Party or any of their respective Subsidiaries with or to any third party or Governmental Authority in connection with the Transactions. (d) Without limiting the foregoing, each party shall: (1) make an appropriate filing of a Notification and Report Form pursuant to 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 (HSR Act with respect to which the Agent agrees Transactions as promptly as practicable following the date hereof and to supply as promptly as practicable any additional information and documentary material that it will complymay be requested by a Governmental Authority pursuant to the HSR Act and to take any and all other actions reasonably necessary to cause the expiration or termination of the applicable waiting periods under the HSR Act as soon as practicable; and (2) make an appropriate filing with Financial Industry Regulatory Authority (“FINRA”), except if required by the rules and regulations of FINRA, with respect to the Transactions as otherwise provided promptly as practicable following the date hereof and to supply as promptly as practicable any additional information and documentary material that may be requested by FINRA pursuant to NASD Rule 1017 and all other applicable rules and to take any and all other actions reasonably necessary to obtain the necessary approvals of FINRA; and (3) make appropriate filings with respect to any other Requisite Regulatory Approvals, in each case, as promptly as practicable after the date hereof and to take any and all other actions reasonably necessary to obtain the necessary approvals of the applicable Governmental Authorities. (e) In furtherance and not in limitation of the covenants of the parties contained in this Section 6.06, if any administrative or as otherwise advised judicial action or proceeding, including any proceeding by counsela private person, is instituted (or threatened to be instituted) challenging the Transactions (“Transaction Litigation”), to exercise such powers hereunder party against whom the action or proceeding has been brought (or that has Knowledge such action or proceeding has been threatened), shall promptly notify the Other Parties thereof. The parties shall reasonably cooperate and thereunder as are specifically delegated to or required consult each other in good faith on any material decisions in the defense of any Transaction Litigation and none of the Agent by the terms hereof and thereofparties shall settle, together with compromise, come to an arrangement regarding or agree to settle, compromise or come to an arrangement regarding any such powers as may be reasonably incidental thereto. Each Lender hereby indemnifies (which indemnity shall survive any termination of this Agreement) the AgentTransaction Litigation, 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 without each of the Agent shall Other Party’s prior written consent (such consent not to be unreasonably withheld, conditioned 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 givendelayed).

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 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.

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 as its Agent under (a) Until the payment in full of the Credit Agreement Obligations and for purposes (i) prior to the Collateral Trustee's receipt of this Agreementa Notice of Actionable Default or (ii) after the withdrawal of all pending Notices of Actionable Default in accordance with the terms of Section 3.1(b) and prior to the Collateral Trustee's receipt of any additional Notice of Actionable Default, the Notes and each Collateral Trustee (A) shall take any action (other Loan Document. Each Lender authorizes than the Agent to act on behalf release of such Lender under this Agreement, any portion of 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 (Collateral) with respect to which the Agent agrees that it will complyCollateral and the Collateral Documents requested in writing by the Lender and (B) shall, except as otherwise provided in this pursuant to Section or as otherwise advised by counsel)7.4, to exercise such powers hereunder and thereunder as are specifically delegated to or required release any portion of the Agent by Collateral from the terms hereof Liens created under the Collateral Documents 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 take requested actions 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, however, that no Lender the Collateral Trustee shall not be liable for obligated to take any such action which is in conflict with the provisions of law or the Collateral Documents, is prohibited by order of any court or Governmental Authority or with respect to which the Collateral Trustee has not received adequate security or indemnity as provided in Section 6.4(d). (b) From and after the payment in full of the Credit Agreement Obligations until the payment in full of the Indenture Obligations and (i) prior to the Collateral Trustee's receipt of a Notice of Actionable Default or (ii) after the withdrawal of all pending Notices of Actionable Default in accordance with the terms of Section 3.1(b) and prior to the Collateral Trustee's receipt of any additional Notice of Actionable Default, the Collateral Trustee (A) shall take any action (other than the release of any portion of such liabilitiesthe Collateral) with respect to the Collateral and the Collateral Documents requested in writing by the Indenture Trustee and (B) shall, obligationsat the request of the Indenture Trustee or pursuant to Section 7.4, losses, damages, claims, costs or expenses which are determined by a court release any portion of competent jurisdiction in a final proceeding to have resulted solely the Collateral from the Agent’s gross negligence or willful misconduct. The Agent Liens created under the Collateral Documents and take requested actions in connection therewith; provided, however, that the Collateral Trustee shall not be required obligated to take any such action hereunderwhich is in conflict with the provisions of law or the Collateral Documents, under is prohibited by order of any court or Governmental Authority or with respect to which the Notes Collateral Trustee has not received adequate security or under any other Loan Document, or to prosecute or defend any suit indemnity as provided 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 givenSection 6.4(d).

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 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 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 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 ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ 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 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 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 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 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 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 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 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 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 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 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 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 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 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) ▇▇▇▇▇ 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 ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ 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 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. 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. (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. (b) Each Guarantor acknowledges that it has, independently and without reliance upon the Agent, and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Agreement and the transactions contemplated hereby. Each Guarantor also acknowledges that it will, independently and without reliance upon the Agent, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking any action under this Agreement.

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 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 Citicorp USA as its Administrative Agent and CitiNA, 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 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 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 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. (a) Each Lender hereby appoints National City CNAI 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. Notwithstanding any provision to the contrary contained elsewhere in any Loan Document, the Administrative Agent shall not have any duties or responsibilities, except those expressly set forth herein, nor shall the Administrative Agent have or be deemed to have any fiduciary relationship with any Lender, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into any Loan Document or otherwise exist against the Administrative Agent. Without limiting the generality of the foregoing sentence, the use of the term "agent" in this Agreement with reference to the Administrative Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable law. Instead, such term is used merely as a matter of market custom, and is intended to create or reflect only an administrative relationship between independent contracting parties. (b) Each Lender hereby indemnifies agrees to indemnify (which indemnity shall survive any termination of this Agreement) the Agent, -Related Persons 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 Agent-Related Persons 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 Agent’s -Related Person's gross negligence or willful misconduct. The Agent No Agent-Related Persons 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 Agent’s its determination, inadequate, the Agent Agent-Related 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 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 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 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 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 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 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 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 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 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 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 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 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 Bank of America as its ------- Agent under and for purposes of this Agreement, the Notes Notes, each Collateral Document and each other Loan Document. Each Lender authorizes the Agent to act on behalf of such Lender under this Agreement, the Notes Notes, each Collateral Document 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 Notes, any Collateral Document 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 Notes, under any Collateral Document or under any other Loan Document, or to prosecute or defend any suit in respect of this Agreement, the Notes Notes, any Collateral Document 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 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 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 will 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 Agreement 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 will 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 will 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 will 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 ▇▇▇▇▇ Fargo Bank to act as its Agent and each of ▇▇▇▇▇ 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 and each Issuing Bank hereby appoints National City (i) JPMCB as its the Administrative Agent under this Agreement and for purposes of each other Loan Document, (ii) WACHOVIA BANK, NATIONAL ASSOCIATION and THE ROYAL BANK OF SCOTLAND PLC, as Co-Syndication Agents under this AgreementAgreement and each other Loan Document, the Notes and (iii) DEUTSCHE BANK SECURITIES INC., CITIBANK, N.A. and THE BANK OF TOKYO-MITSUBISHI UFJ, LTD., as Co-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 none of the Co-Syndication Agents 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 a Co-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 Northern 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 SG 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. Without limiting the effect of the preceding sentences of this Section 10.1, each Lender authorizes the Agent to act as collateral agent and to hold and accept title to all liens and security interests granted to the Agent by the Borrower or any other Obligor for the ratable benefit of the 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) 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 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 Agent. 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 determination 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 given.

Actions. Each Lender hereby appoints National City M▇▇▇▇▇ S▇▇▇▇▇▇ as its Agent 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’ feesfees and expenses), and as to which the Administrative 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 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 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 COMERICA BANK-CALIFORNIA ------- ("Comerica") 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 (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 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 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 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 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 both the Required Lenders Class A Majority Holders and the Class B Majority Holders 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, 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 Notes and Debentures 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 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 Class A Majority Holders or the Class B 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. (a) Each Lender and each Issuing Lender hereby appoints National City JPMCB as its Administrative Agent under and for purposes of this Agreement, the Notes and each other Loan Document. Each Lender and each Issuing Lender authorizes the Administrative Agent to act on its 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. Notwithstanding any provision to the contrary contained elsewhere in any Loan Document, the Administrative Agent shall not have any duties or responsibilities, except those expressly set forth herein, nor shall the Administrative Agent have or be deemed to have any fiduciary relationship with any Issuing Lender or any Lender, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into any Loan Document or otherwise exist against the Administrative Agent. Without limiting the generality of the foregoing sentence, the use of the term "agent" in this Agreement with reference to the Administrative Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable law. Instead, such term is used merely as a matter of market custom, and is intended to create or reflect only an administrative relationship between independent contracting parties. (b) Each Lender hereby indemnifies agrees to indemnify (which indemnity shall survive any termination of this Agreement) the Agent, -Related Persons 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 Agent-Related Persons 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 Agent’s -Related Person's gross negligence or willful misconduct. The Agent No Agent-Related Persons 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 Agent’s its determination, inadequate, the Agent Agent-Related 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 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, 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 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 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 '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 DLJ as its Syndication Agent, Morgan Stanley as its Documentation Agent under and BNY as its Administra▇▇▇▇ ▇g▇▇▇ ▇▇▇er 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. 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 Agreement 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 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 wilful 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 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 Secured Parties 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 appoints National City Credit Suisse 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 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, 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 hereby appoints National City TD 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, 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. (a) 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. Without limiting the generality of the foregoing, each Lender hereby authorizes the Administrative Agent to designate and appoint Citibank, N.A. as Holdings Collateral Agent for the Lenders and the other Secured Parties under the Security Documents and to designate and appoint any successor thereto. Notwithstanding any provision to the contrary contained elsewhere in any Loan Document, the Administrative Agent shall not have any duties or responsibilities, except those expressly set forth herein, nor shall the Administrative Agent have or be deemed to have any fiduciary relationship with any Lender, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into any Loan Document or otherwise exist against the Administrative Agent. Without limiting the generality of the foregoing sentence, the use of the term "agent" in this Agreement with reference to the Administrative Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable law. Instead, such term is used CREDIT AGREEMENT merely as a matter of market custom, and is intended to create or reflect only an administrative relationship between independent contracting parties. (b) Each Lender hereby indemnifies agrees to indemnify (which indemnity shall survive any termination of this Agreement) the Agent, pro rata -Related Persons and the Holdings Collateral Agent PRO RATA according to such Lender’s Percentage▇▇▇▇▇▇'s Commitment's percentage of the Total 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 Agent-Related Persons or the Holdings Collateral 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 or the Holdings Collateral Agent, as the case may be, 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 -Related Person's or Holdings Collateral Agent's, as the case may be, gross negligence or willful misconduct. The Neither any Agent-Related Person nor the Holdings 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 Administrative Agent or the Holdings Collateral Agent shall be or become, in the Agent’s its determination, inadequate, the Agent Agent-Related Person or the Holdings Collateral Agent, as the case may be, 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 The Seller and Buyer agree to be responsible for the actions, inaction, or other liabilities presented by their guests, pets, vehicles, or other possessions. Bidder and ▇▇▇▇▇ accepts full responsibility for the care, insurance, needs, conduct, and damages caused by their guest while on the premises of the auction. Seller and ▇▇▇▇▇ hereby appoints National City as agree that it has had the opportunity for a reasonable inspection period of the Property associated with this auction. Seller and Buyer represent and warrants that: (a) it has all requisite authority to execute, deliver, and perform its Agent under obligations hereunder; (b) this Agreement, when executed and delivered, shall be valid and binding obligation of it enforceable in accordance with its terms; (c) it is duly licensed, authorized, or qualified to do business and is in good standing in the jurisdictions involved and is in good standing in every jurisdiction in which a jurisdiction in which a license, authorization, or qualification is required for purposes the ownership or leasing of its assets or the transaction of business of the character transacted by it, except where the failure to be so licensed, authorized, or qualified would not have a material adverse effect of its ability to fulfill its obligations hereunder, (d) the execution, delivery, and performance of this agreement has been duly authorized by it; and (e) All Parties shall comply with all applicable international, federal, state, local, laws and regulations applicable to the performance by it of its obligations herein and shall obtain all applicable permits and licenses required of it in connection with its obligations hereunder. All Parties agree to indemnify, defend, and hold harmless Auctioneer, and ▇▇▇▇▇▇▇▇▇▇’s Staff from any and all claims, liabilities, damages, losses, expenses, demands, suits, fines, or judgments, in each case arising from a third party (“Claims”), including attorneys’ fees, costs, and expenses relating thereto, which may be suffered by, occurred against, charged to, or recoverable from the indemnified party, (i) arising out of a claim that any service or deliverable infringes or misappropriates any United States or foreign patent, copyright, trade secret, trademark, or other proprietary right and (ii) by reason of any Claim arising out of or relating to any act, error, omission, or misconduct of the indemnifying party its officers, directors, agents, employees, and subcontractors, during the performance of this Agreement, the Notes and each other Loan Document. Each Lender authorizes the Agent to act on behalf or breach of such Lender under any representation or warranty in 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 Agreement by the Agent indemnifying party, including, without laws or regulations; (with respect b) bodily injury (including death) or damage to which the Agent agrees that it will comply, except as otherwise provided in this Section tangible personal or as otherwise advised by counsel), to exercise such powers hereunder and thereunder as are specifically delegated to real property; 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 Agreementc) the Agentnegligence, 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 misconduct of the indemnifying party; provided however, that the foregoing indemnity shall not be required apply to take any action hereunderthe extent that the applicable Claim resulted from the negligent or willful acts or omissions of the indemnified party, under the Notes or under any other Loan Documentits officers, directors, agents, or employees. Seller, Bidder, Buyer, and guests shall also obtain any and all insurance coverage it deems necessary to prosecute protect Auctioneer from any associated losses or defend any suit in respect of this Agreement, the Notes or any other Loan Document, unless it is indemnified hereunder to its satisfactiondamages. 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.SECTION 14

Actions. Each Lender hereby appoints National City (i) CITIBANK, N.A. as its the Administrative Agent under this Agreement and for purposes of each other Loan Document, and (ii) MIZUHO BANK, LTD., as Syndication Agent 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 the Syndication Agent shall not have any duties or obligations under this Agreement or any other Loan Document in connection with its capacity as Syndication Agent. 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 and the Issuer hereby appoints National City Société Générale as its Agent administrative agent under and for purposes of this Agreement, the Notes Agreement and each other Loan Document. Each Lender and the Issuer authorizes the Administrative Agent to act on behalf of such Lender or Issuer 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 hereby indemnifies (which indemnity shall survive any termination of this Agreement) the AgentAdministrative Agent and the Issuer, pro rata according to such Lender’s Percentage, whether or not related to any singular, joint or concurrent negligence of the Administrative 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 that may at any time be imposed on, incurred by, or asserted against, the Administrative Agent or the Issuer 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 or the Issuer, 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 that are determined by a court of competent jurisdiction in a final proceeding non-appealable judgment to have resulted solely from the Administrative Agent’s or the Issuer’s gross negligence or willful misconductmisconduct PROVIDED THAT IT IS THE INTENTION OF THE PARTIES HERETO THAT THE ADMINISTRATIVE AGENT AND THE ISSUER BE INDEMNIFIED IN THE CASE OF THEIR OWN NEGLIGENCE, OTHER THAN GROSS NEGLIGENCE, REGARDLESS OF WHETHER SUCH NEGLIGENCE IS SOLE OR CONTRIBUTORY, ACTIVE OR PASSIVE, IMPUTED, JOINT OR TECHNICAL. The Neither the Administrative Agent nor the Issuer 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 or the Issuer shall be or becomebecome inadequate, in the Administrative Agent’s or the Issuer’s determination, inadequateas the case may be, the Administrative Agent or the Issuer 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, the Administrative Agent and the Issuer shall not have any duties or responsibilities, except as expressly set forth herein, and the Administrative Agent and the Issuer shall not 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 either of the Administrative Agent or the Issuer.

Actions. Each Lender hereby appoints National City The Agent shall at all times act upon and in accordance with written instructions received from a Two-Thirds-in-Interest (as its defined in Section 16) from time to time. The Agent under and for purposes shall be deemed to be authorized on behalf of this Agreement, the Notes and each other Loan Document. Each Lender authorizes the Agent Secured Party to act on behalf of such Lender Secured Party under this Agreement, the Notes and each other Loan Document Agreement and, in the absence of other written instructions from the Required Lenders received from time to time by the Agent a Two-Thirds-in-Interest (with respect to which the Agent agrees that it will will, subject to the last two sentences of this Section, 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 by the Grantors. By accepting their Notes each Secured Party 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 PercentageSecured Party' 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, Agreement and the Notes and any other Loan DocumentNotes, including reasonable the reimbursement of the Agent for all out-of-pocket expenses (including attorneys’ ' fees) incurred by the Agent in enforcing the Obligations of the Grantors under this Agreement or the Notes, and in all cases as to which the Agent is not reimbursed by the BorrowerGrantors; provided, howeverPROVIDED, 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 Agent’s 's gross negligence or willful misconduct. The Agent shall not be required 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 Agreement, Agreement or under the Notes or any other Loan DocumentNotes, unless it the Agent is indemnified hereunder to its satisfactionreasonable satisfaction by the Secured Parties 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. (a) Each Lender hereby ------- appoints National City BofA 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. Notwithstanding any provision to the contrary contained elsewhere in this Agreement or in any other Loan Document, the Agent shall not have any duties or responsibilities, except those expressly set forth herein, nor shall the Agent have or be deemed to have any fiduciary relationship with any Bank, 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 the Agent. Without limiting the generality of the foregoing sentence, the use of the term "agent" in this Agreement with reference to the Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable law. Instead, such term is used merely as a matter of market custom, and is intended to create or reflect only an administrative relationship between independent contracting parties. (b) Each Lender hereby indemnifies (which indemnity shall survive any termination of this Agreement) the Agent, -Related Persons 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 Agent-Related Persons 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 -Related Person's gross negligence or willful wilful misconduct. The Agent No Agent-Related Persons 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 its determination, inadequate, the Agent Agent-Related Person may call for additional indemnification from the Lenders and cease to do the acts indemnified against hereunder until such additional indemnity is given. The Co-Agents shall have no rights, duties or obligations under this Agreement in their capacities as Co-Agents. (c) The Issuing Bank shall act on behalf of the Lenders with respect to any Letters of Credit Issued by it and the documents associated therewith until such time and except for so long as the Agent may agree at the request of the Required Lenders to act for such Issuing Bank with respect thereto; provided, however, that the Issuing Bank shall have all of the -------- ------- benefits and immunities (i) provided to the Agent in this Article X with respect to any acts taken or omissions suffered by --------- the Issuing Bank in connection with Letters of Credit Issued by it or proposed to be Issued by it and the L/C Related Documents as fully as if the term "Agent", as used in this Article X, --------- included the Issuing Bank with respect to such acts or omissions, and (ii) as additionally provided in this Agreement with respect to the Issuing Bank.

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 Administrative Agent, the Syndication Agent and each Arranger, pro rata according to such Lender’s Percentage's proportionate Total Exposure Amount (which, for any period after the Stated Maturity Date for the Term Loans, shall mean the Total Exposure Amount on the Stated Maturity Date for the Term 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 Administrative Agent, the Syndication Agent or any Arranger, as the 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’ ' fees), and as to which the Administrative Agent, the Syndication Agent or such 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 wilful misconduct, (b) in the case of liabilities, obligations, losses, damages, claims, costs or expenses claimed by the Syndication Agent, are determined by a court of competent jurisdiction in a final proceeding to have resulted from the Syndication Agent's gross negligence or wilful misconduct, and (c) 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 Agent’s such 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 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 Guarantor or 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 Wachovia as its Agent under and for purposes of this Agreement, the Notes and each other Loan Transaction Document. Each Lender authorizes the Agent to act on behalf of such Lender under this Agreement, the Notes and each other Loan Transaction 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. Without limiting the foregoing, each Liquidity Lender acknowledges and agrees to the terms of Section 3 of the Security Agreement. Each Liquidity Lender hereby indemnifies (which indemnity shall survive any termination of this Agreement) the Agent, pro rata according to such Liquidity 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 Transaction Document, including reasonable attorneys’ ' fees, and as to which the Agent Agent, is not reimbursed by the Borrower; provided, however, that no Liquidity 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, Transaction Document or to prosecute or defend any suit in respect of this Agreement, the Notes or any other Loan Transaction 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 Liquidity Lenders and cease to do the acts indemnified against hereunder until such additional indemnity is given.

Actions. Each Lender hereby appoints National City GMAC 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's Percentage of the Term Loans hereunder, 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 misconductmisconduct of the Agent. 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 determination 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 given.

Actions. Each Lender hereby appoints National City First Union as its Administrative Agent, BMO as its Documentation Agent and PNC as its Syndication Agent, and each of BMO, First Union and PNC are appointed as the Arranging Agents, in each case under and for purposes of this Agreement, the Notes Agreement and each other Loan Document. Each Lender authorizes the Agent Arranging 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 Arranging Agents (with respect to which the Agent Arranging Agents 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 each Arranging 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 any Arranging 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 any Arranging 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 any Arranging Agents' gross negligence or willful wilful misconduct. The No Arranging 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 Arranging Agent shall be or become, in the such Arranging Agent’s 's determination, inadequate, the such Arranging 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 Marine Midland Bank 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 Notes, the Guaranties 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 Percentage's percentage of the Loans hereunder, or if no Loans are outstanding hereunder according to such Lender's percentage of the Lender's Commitment, 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 Notes, the Guaranties and any other Loan Document, including reasonable attorneys’ fees' fees and expenses, and as to which the Agent is not reimbursed by the BorrowerCompany; 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 gross negligence or willful misconductwilful misconduct of the Agent. Without limitation of the foregoing indemnity, each Lender agrees to reimburse the Agent, to the extent the Agent has not been reimbursed by the Company, upon demand of the Agent for such Lender's share of any out-of-pocket expenses, including reasonable counsel fees and expenses, incurred by the Agent in connection with the performance by the Agent of the Agent's duties under this Agreement including, without limitation, enforcement of any rights and remedies of the Agent or the Lenders under this Agreement, the Guaranties or any Loan Document. The Agent shall not be required to take any action hereunder, under the Notes Notes, under the Guaranties, or under any other Loan Document, or to prosecute or defend any suit in respect of this Agreement, the Notes Notes, the Guaranties or any other Loan Document, which involves making any advance of funds or incurring any costs or liabilities such as to fund the costs and expenses of a lawsuit or expenses associated with a loan workout, unless it is indemnified hereunder to its satisfaction. If any indemnity in favor of the Agent shall be or become, in the determination 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 given.

Actions. Each Lender and the Issuer hereby appoints National City appoint JPMCB as its Administrative Agent under and for purposes of this Agreement, the Notes Agreement and each other Loan Document. Each Lender authorizes and the Issuer authorize the Administrative Agent to act on behalf of such the Issuer or Lender under this Agreement, the Notes Agreement and each other Loan Document as Administrative Agent 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 such Agent by the terms hereof and thereof, together with such powers as may be reasonably incidental thereto. Each Lender and the Issuer hereby indemnifies indemnify (which indemnity shall survive any termination of this Agreement) the Agent, pro rata Administrative Agent 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 Agreement and any other Loan Document, including reasonable attorneys’ fees, and as to which the Administrative Agent is not reimbursed by the Borroweran Obligor; provided, however, that no Lender or Issuer 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 take, or omit 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 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 (a) CSFB as its Administrative Agent, First Union Securities, Inc. as its Syndication Agent and Scotiabank as its Documentation Agent under and for purposes of this Agreement, the Notes and each other Loan Document, and (b) CSFB as its Administrative Agent under and for purposes of the Collateral Documents. Each Lender authorizes the Agent Credit 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 Credit Agents (with respect to which the Agent agrees Credit Agents 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 Credit Agents 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 AgentCredit Agents, pro rata according to such Lender’s '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 Agent Credit 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 Credit 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 from the Agent’s Credit Agents' gross negligence or willful misconduct. The Agent Credit 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 they are indemnified hereunder to its their satisfaction. If any indemnity in favor of the Agent Credit Agents shall be or become, in the Agent’s Credit Agents' determination, inadequate, the Agent Credit Agents 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 hereby appoints National City CSFB 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 hereby appoints National City CS Securities as its Syndication Agent and Credit Suisse 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 Terms 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 to the extent 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 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 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 ------- Agent under and for purposes of this Agreement, the Notes Notes, each Collateral Document and each other Loan Document. Each Lender authorizes the Agent to act on behalf of such Lender under this Agreement, the Notes Notes, each Collateral Document 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 Notes, any Collateral Document 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 Notes, under any Collateral Document or under any other Loan Document, or to prosecute or defend any suit in respect of this Agreement, the Notes Notes, any Collateral Document 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 (a) If the Company or the Reinsurer receives notice of, or otherwise becomes aware of any Company Action or Reinsurer Action, the Company or the Reinsurer, as applicable, shall promptly notify the other Party thereof. The Company shall, subject to clause (b) below, have the right to supervise and exclusively control the investigation, contest, defense and/or settlement of all Company Actions; provided, that the Company shall keep the Reinsurer informed of significant developments in all such Company Actions and provide to the Reinsurer a report summarizing the nature of any such Company Action, the alleged actions or omissions giving rise to such Company Action and copies of any files or other documents that the Reinsurer may reasonably request in connection with its Agent under review of such matters and for purposes shall take into account any recommendations of the Reinsurer. The Reinsurer shall, subject to clause (b) below, have the right to supervise and exclusively control the investigation, contest, defense and/or settlement at its sole cost all Reinsurer Actions; provided, that the Reinsurer shall keep the Company informed of significant developments in all such Reinsurer Actions and provide to the Company a report summarizing the nature of any such Reinsurer Action, the alleged actions or omissions giving rise to such Reinsurer Action and copies of any files or other documents that the Company may reasonably request in connection with its review of such matters and shall take into account any recommendations of the Company. (b) Notwithstanding anything in this Agreement to the contrary (i) the Reinsurer shall have the right to engage its own separate legal representation, at its own expense, and to participate fully in the defense of any Company Action, and (ii) the Company shall have the right to engage its own separate legal representation, at its own expense, and to participate fully in the defense of any Reinsurer Action. (c) Notwithstanding anything to the contrary contained in this Agreement, neither Party shall have the Notes and each other Loan Document. Each Lender authorizes the Agent authority to act institute, prosecute or maintain any regulatory proceeding on behalf of any other Party without the prior written consent 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 complyParty, except as otherwise provided expressly contemplated in this Section or as otherwise advised by counsel)Agreement. (d) For the avoidance of doubt, to exercise such powers hereunder the Company shall supervise and thereunder as are specifically delegated to or required of the Agent by the terms hereof and thereofexclusively control any investigation, together with such powers as may be reasonably incidental thereto. Each Lender hereby indemnifies (which indemnity shall survive any termination of this Agreement) the Agentcontest, pro rata according to such Lender’s Percentage, from and against any and all liabilities, obligations, losses, damages, claims, costs or expenses defense and/or settlement of any kind or nature whatsoever which may at any time be imposed on, incurred by, or asserted against, the Agent in any way Action 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 givenCompany Extra-Contractual Obligation.

Actions. Each Lender hereby appoints National City the Agent 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 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) each of the Agent and the Co-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 and the Co-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 or Co-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 or the Co-Agent's gross negligence or willful wilful misconduct. The Neither the Agent nor the Co-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 the Co-Agent shall be or become, in the Agent’s 's or the Co-Agent's determination, inadequate, the Agent or the Co-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 Holdings as its Administrative Agent under and for purposes of this Agreement, the Notes and each other Loan Document, and Holdings 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 and receive 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 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 Percentage, from and against any and all liabilitiesFROM AND AGAINST ANY AND ALL LIABILITIES, obligationsOBLIGATIONS, lossesLOSSES, damagesDAMAGES, claimsCLAIMS, costs or expenses of any kind or nature whatsoever which may at any time be imposed onCOSTS OR EXPENSES OF ANY KIND OR NATURE WHATSOEVER WHICH MAY AT ANY TIME BE IMPOSED ON, incurred byINCURRED BY, or asserted againstOR ASSERTED AGAINST, the Agent in any way relating to or arising out of this AgreementTHE ADMINISTRATIVE AGENT IN ANY WAY RELATING TO OR ARISING OUT OF THIS AGREEMENT, the Notes and any other Loan DocumentTHE NOTES AND ANY OTHER LOAN DOCUMENT, including reasonable attorneysINCLUDING REASONABLE ATTORNEYS’ feesFEES, and as to which the Agent is not reimbursed by the BorrowerAND AS TO WHICH THE ADMINISTRATIVE AGENT IS NOT REIMBURSED BY THE 81 Credit Agrmt BORROWER; providedPROVIDED, howeverHOWEVER, that no Lender shall be liable for the payment of any portion of such liabilitiesTHAT NO LENDER SHALL BE LIABLE FOR THE PAYMENT OF ANY PORTION OF SUCH LIABILITIES, obligationsOBLIGATIONS, lossesLOSSES, damagesDAMAGES, claimsCLAIMS, 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 misconductCOSTS 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. (a) Each Lender hereby appoints National City Silver Point 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 andand to appoint other agents or sub-agents to assist in its actions under the Loan Documents and the Administrative Agent shall not be liable for the acts and omissions of such agents as long as they are appointed with due care and without gross negligence or willful misconduct. Each Lender further authorizes the Administrative Agent, 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 counselsubject to the terms and conditions of Article IX), 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). (b) The Administrative Agent shall not have any duties or obligations except those expressly set forth herein. Without limiting the generality of the foregoing, (a) the Administrative Agent shall not be subject to any fiduciary or other implied duties, regardless of whether a Default or Event of Default has occurred and is continuing, (b) the Administrative Agent shall not have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights and powers expressly contemplated hereby that the Administrative Agent is required to exercise in writing as directed by the Required Lenders in accordance with the terms of this Agreement (or such other number or percentage of the Lenders as shall be necessary under the circumstances as provided in Section 10.1). Each Lender hereby indemnifies (which indemnity shall be payable within thirty (30) days of demand therefor, to the extent not reimbursed by the Borrowers or any other Credit Party, and without limiting the Borrowers’ and Credit Parties’ obligations under this Agreement and which indemnity shall survive any termination of this Agreement) the Agent), pro rata according to the proportionate amount of Loans held by such Lender’s Percentage, (i) the Administrative Agent and its officers, directors, employees and agents, from and against any and all liabilities, obligations, losses, damages, claims, costs penalties, judgments, costs, disbursements 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 Agreementany Loan Document or any action taken or omitted to be taken by the Administrative Agent under the Loan Documents, the Notes and any other Loan Document, (including reasonable attorneys’ feesfees and expenses), and as to which the Agent Administrative Agent, is not reimbursed by the BorrowerBorrowers and (ii) the Lenders’ Representative and its officers, directors, employees and agents, from and against any and all liabilities, obligations, losses, damages, claims, penalties, judgments, costs, disbursements or expenses of any kind or nature whatsoever which may at any time be imposed on, incurred by, or asserted against, the Lenders’ Representative in any way relating to or arising out of performance of its duties as Lenders’ Representative, including, without limitation, any amounts paid or incurred by the Lenders’ Representative as a result of the maintenance and/or the liquidation of Seller, or related to preparation, delivery and filing of Tax returns of Seller, or related to any Taxes imposed on and Tax audits with respect to Seller; provided, howeverin each case, that 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 or the Lenders’ Representative’s (as the case may be) 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 By executing a Lender Assignment Agreement, the Notes or any other Loan Document, unless it is indemnified hereunder each future Lender (acting for itself and on behalf of each Affiliate thereof which becomes a Secured Party from time to its satisfaction. If any indemnity in favor of the Agent time) shall be deemed to ratify the power of attorney granted to the Administrative Agent or become, in the Agent’s determination, inadequate, Lenders’ Representative (as the Agent case may call for additional indemnification from the Lenders and cease to do the acts indemnified against hereunder until such additional indemnity is givenbe) hereunder.

Actions. (a) Each Lender hereby appoints National City (x) Scotiabank as its Administrative Agent, (y) BancAmerica Robe▇▇▇▇▇ ▇▇▇p▇▇▇▇ ▇▇ its Syndication Agent and (z) The Chase Manhattan Bank as its Documentation Agent, in each case under and for purposes of this Agreement, the Notes and each other Loan Document. Each Lender authorizes the each 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 any particular 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 or thereof, together with such powers as may be reasonably incidental thereto. Each Lender hereby indemnifies (which indemnity shall survive any termination of this Agreement) each of the AgentAgents and their respective directors, pro rata according to officers, employees or agents, ratably in accordance with each such Lender’s Percentage's respective Term Loans outstanding and Commitments (or, if no Term Loans or Commitments are at the time outstanding or in effect, then ratably in accordance with the principal amount of Term Loans held by such Lender, and each such Lender's 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 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 Agent same 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.the

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. (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. (b) Each Lender hereby appoints JPMorgan Chase Bank, N.A. as its Security Agent for the purpose of acting as Security Agent to act as trustee on its behalf solely under the Security Documents and as mortgagee under Mortgages and holding the first preferred mortgage interest in each Vessel granted to the Security Agent as trustee pursuant to the respective Mortgages. The Security Agent hereby accepts such trust and declares that, as trustee, it will hold the Security Documents and each Mortgage for the sole use and benefit of the Lenders and the other Secured Parties. The Security Agent shall, on behalf of the trust created hereby, perform its obligations hereunder, but only upon the terms and conditions of this Agreement. JPMorgan Chase Bank, N.A. is appointed to act solely as security agent under this Agreement and the Security Documents notwithstanding any language to the contrary contained herein or therein. The parties hereto agree that JPMorgan Chase Bank, N.A. shall not be deemed to be acting in a fiduciary capacity hereunder or under the Security Documents other than with respect to maintaining the security interest granted to it in the Collateral under the various Security Documents and as required by the provisions thereof. The Security Agent shall be entitled to the rights and protections set forth in Article VII and VIII of the Security Agreement in carrying out its duties and obligations under this Agreement and the Security Documents.

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 complywill, except as otherwise provided in subject to the last two sentences of this Section or as otherwise advised by counsel8.1, comply), 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, UPSC in its capacity as a Lender) agrees (which indemnity agreement shall survive any termination of this Agreement) to indemnify the Agent, severally but not jointly, pro rata according to such Lender’s Percentage, 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 out-of-pocket expenses (including reasonable attorneys’ feesfees actually incurred) 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 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 gross negligence or willful 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 satisfactionsatisfaction by the Lenders against loss, costs, liability and expense. If any indemnity in favor of the Agent shall be or becomebecome impaired in any material respect, 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 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 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 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 hereunderactions, 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.judgments,

Actions. Each Lender and each 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.

Actions. Each Lender hereby appoints National City TD as its Agent under and for purposes of this Agreement, the PIK Notes and each other Loan Document. Each Lender authorizes the Agent to act on behalf of such Lender under this Agreement, the PIK 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, 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 PIK 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 PIK Notes or under any other Loan Document, or to prosecute or defend any suit in respect of this Agreement, the PIK 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 BMO 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 other Loan Document 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 '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 Agreement and any other Loan Document, including reasonable attorneys’ feesfees of legal counsel, 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 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 favour 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.