COMMITMENTS OR TERM LOANS OR OTHER TERM LOANS HEREUNDER (AND ANY SUCH ATTEMPTED
ACQUISITION SHALL BE NULL AND VOID).
113
SECTION 9.05. EXPENSES; INDEMNITY.
(A)
SSCC AND THE BORROWER AGREE, JOINTLY
AND SEVERALLY, TO PAY ALL REASONABLE OUT-OF-POCKET EXPENSES (I) INCURRED BY THE
ADMINISTRATIVE AGENT, THE ARRANGERS AND THEIR AFFILIATES (INCLUDING THE
REASONABLE FEES, CHARGES AND DISBURSEMENTS OF ONE COUNSEL TO THE ADMINISTRATIVE
AGENT AND THE ARRANGERS TAKEN AS A WHOLE AND, IF NECESSARY, OF BANKRUPTCY
COUNSEL AND ONE LOCAL COUNSEL AND ONE REGULATORY COUNSEL IN ANY JURISDICTION) IN
CONNECTION WITH THE PREPARATION, NEGOTIATION, 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 WAIVERS OF THE
PROVISIONS HEREOF OR THEREOF (WHETHER OR NOT THE TRANSACTIONS HEREBY
CONTEMPLATED SHALL BE CONSUMMATED) OR (II) INCURRED BY THE ADMINISTRATIVE 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 HEREUNDER (INCLUDING THE FEES, DISBURSEMENTS AND OTHER
CHARGES OF A SINGLE LEAD COUNSEL TO THE ADMINISTRATIVE AGENT AND THE LENDERS AND
SUCH LOCAL AND REGULATORY COUNSEL AS MAY REASONABLY BE DEEMED NECESSARY BY THE
ADMINISTRATIVE AGENT IN EACH RELEVANT JURISDICTION AND, IN THE CASE OF A
CONFLICT OF INTEREST, ONE ADDITIONAL COUNSEL PER AFFECTED PARTY).
SSCC AND SSCE
FURTHER AGREE TO INDEMNIFY THE ADMINISTRATIVE AGENT 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)
SSCC AND THE BORROWER AGREE, JOINTLY AND SEVERALLY, TO INDEMNIFY EACH
ARRANGER, THE ADMINISTRATIVE AGENT AND EACH LENDER AND EACH OF THEIR AFFILIATES
AND 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 FEES, DISBURSEMENTS AND OTHER CHARGES OF
COUNSEL TO THE INDEMNITEES, INCURRED BY OR ASSERTED AGAINST ANY INDEMNITEE
ARISING OUT OF, IN ANY WAY CONNECTED WITH, OR AS A RESULT OF (I) THE
STRUCTURING, ARRANGEMENT AND THE SYNDICATION OF THE CREDIT FACILITIES PROVIDED
FOR HEREIN, (II) THE PREPARATION, EXECUTION, DELIVERY AND ADMINISTRATION 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,
(III) THE USE OF THE PROCEEDS OF THE LOANS, (IV) ANY ACTUAL OR ALLEGED PRESENCE
OR RELEASE OF HAZARDOUS MATERIALS ON OR FROM ANY PROPERTY CURRENTLY OR FORMERLY
OWNED OR OPERATED BY SSCC, THE BORROWER OR ANY OF THE SUBSIDIARIES OR ANY OF
THEIR RESPECTIVE PREDECESSORS OR ANY OTHER LIABILITY UNDER ANY ENVIRONMENTAL LAW
RELATED IN ANY WAY TO SSCC, THE BORROWER OR ANY OF THE