AGENT AND THE SWINGLINE LENDER IN CONNECTION WITH THE PREPARATION,
EXECUTION AND DELIVERY OF THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS (INCLUDING
ALL COSTS RELATING TO DUE DILIGENCE) OR IN CONNECTION WITH ANY AMENDMENTS,
MODIFICATIONS OR
137
WAIVERS OF THE PROVISIONS HEREOF OR THEREOF (WHETHER OR NOT THE TRANSACTIONS
HEREBY CONTEMPLATED SHALL BE CONSUMMATED) OR INCURRED BY ANY AGENT, ANY FACING
AGENT OR ANY LENDER IN CONNECTION WITH THE ENFORCEMENT OR PROTECTION OF THEIR
RIGHTS IN CONNECTION WITH THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS OR IN
CONNECTION WITH THE LOANS MADE OR THE LETTERS OF CREDIT ISSUED HEREUNDER,
INCLUDING THE REASONABLE FEES, DISBURSEMENTS AND OTHER CHARGES OF CRAVATH,
SWAINE & MOORE LLP, COUNSEL FOR JPMCB AND DB, AND, IN CONNECTION WITH ANY SUCH
ENFORCEMENT OR PROTECTION, THE REASONABLE FEES, DISBURSEMENTS AND OTHER CHARGES
OF ANY OTHER COUNSEL FOR ANY AGENT, ANY FACING AGENT OR ANY LENDER.
THE
BORROWERS FURTHER AGREE TO INDEMNIFY THE AGENTS, THE FACING AGENTS AND THE
LENDERS FROM, AND HOLD THEM HARMLESS AGAINST, ANY DOCUMENTARY TAXES, ASSESSMENTS
OR SIMILAR CHARGES MADE BY ANY GOVERNMENTAL AUTHORITY BY REASON OF THE EXECUTION
AND DELIVERY OF THIS AGREEMENT OR ANY OF THE OTHER LOAN DOCUMENTS.
(B)
THE BORROWERS AGREE, JOINTLY AND SEVERALLY, TO INDEMNIFY EACH ARRANGER,
EACH AGENT, EACH FACING AGENT AND EACH LENDER AND EACH OF THEIR RESPECTIVE
DIRECTORS, OFFICERS, EMPLOYEES, TRUSTEES, ADVISORS AND AGENTS (EACH SUCH PERSON
BEING CALLED AN "INDEMNITEE") AGAINST, AND TO HOLD EACH INDEMNITEE HARMLESS
FROM, ANY AND ALL LOSSES, CLAIMS, DAMAGES, LIABILITIES AND RELATED EXPENSES,
INCLUDING REASONABLE COUNSEL FEES, DISBURSEMENTS AND OTHER CHARGES, INCURRED BY
OR ASSERTED AGAINST ANY INDEMNITEE ARISING OUT OF, IN ANY WAY CONNECTED WITH, OR
AS A RESULT OF (I) THE EXECUTION OR DELIVERY OF THIS AGREEMENT, ANY OTHER LOAN
DOCUMENT OR ANY AGREEMENT OR INSTRUMENT CONTEMPLATED HEREBY OR THEREBY, THE
PERFORMANCE BY THE PARTIES HERETO OR THERETO OF THEIR RESPECTIVE OBLIGATIONS
HEREUNDER OR THEREUNDER OR THE CONSUMMATION OF THE TRANSACTIONS AND THE OTHER
TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY, (II) THE USE OF THE LETTERS OF
CREDIT OR THE PROCEEDS OF THE LOANS, (III) ANY CLAIM, LITIGATION, INVESTIGATION
OR PROCEEDING RELATING TO ANY OF THE FOREGOING, WHETHER OR NOT ANY INDEMNITEE IS
A PARTY THERETO OR (IV) ANY ACTUAL OR ALLEGED PRESENCE OR RELEASE OF HAZARDOUS
MATERIALS ON OR FROM ANY PROPERTY CURRENTLY OR FORMERLY OWNED OR OPERATED BY
SSCC OR ANY OF THE SUBSIDIARIES OR ANY OF THEIR RESPECTIVE PREDECESSORS OR ANY
LIABILITY UNDER ANY ENVIRONMENTAL LAW RELATED IN ANY WAY TO SSCC OR ANY OF THE
SUBSIDIARIES, PROVIDED THAT SUCH INDEMNITY SHALL NOT, AS TO ANY INDEMNITEE, BE
AVAILABLE TO THE EXTENT THAT SUCH LOSSES, CLAIMS, DAMAGES, LIABILITIES OR
RELATED EXPENSES HAVE RESULTED FROM THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT
OF SUCH INDEMNITEE.
(C)
THE PROVISIONS OF THIS SECTION 11.05 SHALL REMAIN OPERATIVE AND IN FULL
FORCE AND EFFECT REGARDLESS OF THE EXPIRATION OF THE TERM OF THIS AGREEMENT, THE
CONSUMMATION OF THE TRANSACTIONS CONTEMPLATED HEREBY, THE REPAYMENT OF ANY OF
THE LOANS, THE INVALIDITY OR