Sunoco 2013 Annual Report Download - page 244

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fees, charges and disbursements of a single counsel for the Administrative Agent, all Lenders and
the LC Issuers and a single local counsel to all such Persons in each applicable jurisdiction, and,
where separate counsel is reasonable as a result of conflicts between or among the Administrative
Agent, Lenders and/or LC Issuers, the reasonable and documented fees, charges and disbursements
of separate counsel), and shall pay all fees and time charges for attorneys who may be employees
of the Administrative Agent, any Lender or any LC Issuer, in connection with the enforcement or
protection of its rights (A) in connection with this Agreement and the other Loan Documents,
including its rights under this Section, or (B) in connection with the Loans made or Letters of Credit
issued hereunder, including all such expenses incurred during any workout,
restructuring or negotiations in respect of such Loans or Letters of Credit.
(b) Indemnification by the Borrower. The Borrower shall indemnify the Administrative
Agent (and any sub-agent thereof), the Arrangers, each Lender and LC Issuer, and each Related
Party of any of the foregoing Persons (each such Person being called an "Indemnitee") against, and
hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related
expenses (including the reasonable and documented fees, charges and disbursements of a single
counsel for all such Indemnitees and a single local counsel for all such Indemnitees in each applicable
jurisdiction, and, where separate counsel and/or separate local counsel is reasonable as a result of
conflicts between or among Indemnitees, the reasonable and documented fees, charges and
disbursements of separate counsel and/or separate local counsel), and shall indemnify and hold
harmless each Indemnitee from all fees and time charges and disbursements for attorneys who may
be employees of any Indemnitee, incurred by any Indemnitee or asserted against any Indemnitee
by any third party or by the Borrower, the MLP or any Subsidiary arising out of, in connection 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 of
their respective obligations hereunder or thereunder or the consummation of the transactions
contemplated hereby or thereby, or, in the case of the Administrative Agent (and any sub-agent
thereof) and its Related Parties only, the administration of this Agreement and the other Loan
Documents (including in respect of any matters addressed in Section 3.01), (ii) any Loan or Letter
of Credit or the use or proposed use of the proceeds therefrom (including any refusal by a LC Issuer
to honor a demand for payment under a Letter of Credit if the documents presented in connection
with such demand do not strictly comply with the terms of such Letter of Credit), (iii) any actual
or alleged presence or release of Hazardous Materials on or from any property owned or operated
by any Loan Party or any of its Subsidiaries, or any liability under Environmental Law related in
any way to a Loan Party or any of its Subsidiaries, (iv) any civil penalty or fine assessed by the U.
S. Department of the Treasury’s Office of Foreign Assets Control against, and all reasonable costs
and expenses (including the reasonable and documented fees and disbursements of a single counsel
for Administrative Agent and any Lender and LC Issuer and a single local counsel for all such
Persons in each applicable jurisdiction, and, where separate counsel and/or separate local counsel
is reasonable as a result of conflicts between or among Indemnitees, the reasonable and documented
fees, charges and disbursements of separate counsel and/or separate local counsel), incurred in
connection with defense thereof by the Administrative Agent or any Lender as a result of the funding
of Loans, the issuance of Letters of Credit or the acceptance of payments under the Loan Documents,
or (v) any actual or prospective claim, litigation, investigation or proceeding relating to any of the