TERMINATION OF THE TOTAL COMMITMENT
(AND ALL LETTERS OF CREDIT AND BANKERS' ACCEPTANCES (OR THE OBLIGATIONS IN AN
AMOUNT OF 105% OF OUTSTANDING STATED AMOUNTS ARE CASH COLLATERALIZED), AND
PAYMENT AND SATISFACTION OF ALL OF THE OBLIGATIONS (OTHER THAN INCHOATE
INDEMNIFICATION OBLIGATIONS AND OTHER CONTINGENT OBLIGATIONS NOT DUE AND
PAYABLE) AT ANY TIME ARISING UNDER OR IN RESPECT OF THIS AGREEMENT OR THE LOAN
DOCUMENTS OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY, (II) CONSTITUTING
PROPERTY BEING SOLD OR OTHERWISE DISPOSED OF (TO PERSONS OTHER THAN HOLDINGS AND
ITS SUBSIDIARIES) UPON THE SALE OR OTHER DISPOSITION THEREOF IN COMPLIANCE WITH
SECTION 10.13, OR CONSUMMATION OF ANY TRANSACTION PERMITTED HEREUNDER AS A
RESULT OF WHICH ANY GUARANTOR (OTHER THAN SSCE, SSCC OR ANY OTHER BORROWER)
CEASES TO BE A SUBSIDIARY OF HOLDINGS, (III) IF APPROVED, AUTHORIZED OR RATIFIED
IN WRITING BY THE REQUIRED LENDERS (OR ALL OF THE LENDERS HEREUNDER, TO THE
EXTENT REQUIRED BY SECTION 13.12) OR (IV) AS OTHERWISE MAY BE EXPRESSLY PROVIDED
IN THE RELEVANT SECURITY DOCUMENTS OR IN THE INTERCREDITOR AGREEMENT.
UPON
REQUEST BY THE ADMINISTRATIVE AGENT AT ANY TIME, THE LENDERS WILL CONFIRM IN
WRITING THE SECURITY AGENT'S AUTHORITY TO RELEASE PARTICULAR TYPES OR ITEMS OF
COLLATERAL PURSUANT TO THIS SECTION 12.10.
(C)
THE SECURITY AGENT SHALL HAVE NO OBLIGATION WHATSOEVER TO THE
LENDERS OR TO ANY OTHER PERSON TO ASSURE THAT THE COLLATERAL EXISTS OR IS OWNED
BY ANY LOAN PARTY OR IS CARED FOR, PROTECTED OR INSURED OR THAT THE LIENS
GRANTED TO THE SECURITY AGENT HEREIN OR PURSUANT HERETO HAVE BEEN PROPERLY OR
SUFFICIENTLY OR LAWFULLY CREATED, PERFECTED, PROTECTED OR ENFORCED OR ARE
ENTITLED TO ANY PARTICULAR PRIORITY, OR TO EXERCISE OR TO CONTINUE EXERCISING AT
ALL OR IN ANY MANNER OR UNDER ANY DUTY OF CARE, DISCLOSURE OR FIDELITY ANY OF
THE RIGHTS, AUTHORITIES AND POWERS GRANTED OR AVAILABLE TO THE SECURITY AGENT IN
THIS SECTION 12.10, IN ANY OF THE SECURITY DOCUMENTS OR IN THE INTERCREDITOR
AGREEMENT, IT BEING UNDERSTOOD AND AGREED THAT IN RESPECT OF THE COLLATERAL, OR
ANY ACT, OMISSION OR EVENT RELATED THERETO, THE SECURITY AGENT MAY ACT IN ANY
MANNER IT MAY DEEM APPROPRIATE, IN ITS SOLE DISCRETION, GIVEN THE SECURITY
AGENT'S OWN INTEREST IN THE COLLATERAL AS ONE OF THE LENDERS AND THAT THE
SECURITY AGENT SHALL HAVE NO DUTY OR LIABILITY WHATSOEVER TO THE LENDERS, EXCEPT
FOR ITS GROSS NEGLIGENCE OR WILLFUL MISCONDUCT (AS DETERMINED BY A COURT OF
COMPETENT JURISDICTION IN A FINAL AND NON-APPEALABLE DECISION).
176
(D)
THE SECURITY AGENT MAY PERFORM ANY AND ALL OF ITS DUTIES AND
EXERCISE ITS RIGHTS AND POWERS HEREUNDER OR UNDER ANY OTHER LOAN DOCUMENT BY OR
THROUGH, OR DELEGATE ANY AND ALL SUCH RIGHTS AND POWERS TO, ANY ONE OR MORE
SUB-AGENTS, TRUSTEES OR THIRD PARTIES APPOINTED BY THE SECURITY AGENT.
THE
SECURITY AGENT (AND ANY SUCH SUB-AGENT, TRUSTEE OR THIRD PARTY) MAY PERFORM ANY
AND ALL OF ITS DUTIES AND EXERCISE ITS RIGHTS AND POWERS BY OR THROUGH THEIR
RESPECTIVE AFFILIATES.
THE EXCULPATORY AND INDEMNIFICATION