REORGANIZATION, ARRANGEMENT, INSOLVENCY OR LIQUIDATION
PROCEEDINGS UNDER THE LAWS OF THE UNITED STATES OR ANY STATE THEREOF.
IN
ADDITION, NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS
SECTION 9.04, ANY SPC MAY (I) WITH NOTICE TO, BUT WITHOUT THE PRIOR WRITTEN
CONSENT OF, THE BORROWER AND THE ADMINISTRATIVE AGENT AND WITHOUT PAYING ANY
PROCESSING FEE THEREFOR, ASSIGN ALL OR A PORTION OF ITS INTERESTS IN ANY LOANS
TO THE GRANTING LENDER OR TO ANY FINANCIAL INSTITUTIONS (CONSENTED TO BY THE
BORROWER AND ADMINISTRATIVE AGENT) PROVIDING LIQUIDITY AND/OR CREDIT SUPPORT TO
OR FOR THE ACCOUNT OF SUCH SPC TO SUPPORT THE FUNDING OR MAINTENANCE OF LOANS
AND (II) DISCLOSE ON A CONFIDENTIAL BASIS ANY NON-PUBLIC INFORMATION RELATING TO
ITS LOANS TO ANY RATING AGENCY, COMMERCIAL PAPER DEALER OR PROVIDER OF ANY
SURETY, GUARANTEE OR CREDIT OR LIQUIDITY ENHANCEMENT TO SUCH SPC.
(J)
NEITHER HOLDINGS NOR THE BORROWER SHALL ASSIGN OR DELEGATE ANY OF
ITS RIGHTS OR DUTIES HEREUNDER WITHOUT THE PRIOR WRITTEN CONSENT OF THE
ADMINISTRATIVE AGENT AND EACH LENDER, AND ANY ATTEMPTED ASSIGNMENT WITHOUT SUCH
CONSENT SHALL BE NULL AND VOID.
80
SECTION 9.05.
EXPENSES; INDEMNITY.
(A)
HOLDINGS AND THE BORROWER AGREE,
JOINTLY AND SEVERALLY, TO PAY ALL REASONABLE OUT-OF-POCKET COSTS AND EXPENSES
INCURRED BY THE ADMINISTRATIVE AGENT, THE COLLATERAL AGENT AND THE ARRANGER IN
CONNECTION WITH THE SYNDICATION OF THE CREDIT FACILITY PROVIDED FOR HEREIN AND
THE PREPARATION AND ADMINISTRATION OF THIS AGREEMENT AND THE OTHER LOAN
DOCUMENTS OR IN CONNECTION WITH ANY AMENDMENTS, MODIFICATIONS OR WAIVERS OF THE
PROVISIONS HEREOF OR THEREOF (WHETHER OR NOT THE TRANSACTIONS HEREBY OR THEREBY
CONTEMPLATED SHALL BE CONSUMMATED) OR INCURRED BY THE ADMINISTRATIVE AGENT, THE
ARRANGER OR ANY LENDER IN CONNECTION WITH THE ENFORCEMENT OR PROTECTION OF ITS
RIGHTS IN CONNECTION WITH THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS OR IN
CONNECTION WITH THE LOANS MADE HEREUNDER, INCLUDING IN EACH CASE THE FEES AND
DISBURSEMENTS OF LATHAM & WATKINS LLP, COUNSEL FOR THE ADMINISTRATIVE AGENT AND
THE COLLATERAL AGENT, AND, IN CONNECTION WITH ANY SUCH ENFORCEMENT OR
PROTECTION, THE REASONABLE FEES AND DISBURSEMENTS OF ANY COUNSEL FOR THE
ADMINISTRATIVE AGENT OR THE COLLATERAL AGENT AND ONE OTHER TRANSACTION COUNSEL
ACTING ON BEHALF OF THE ARRANGER AND THE LENDERS, TOGETHER WITH ANY OTHER LOCAL
AND SPECIAL COUNSEL REASONABLY REQUIRED IN CONNECTION WITH SUCH ENFORCEMENT OR
PROTECTION.
(B)
HOLDINGS AND THE BORROWER AGREE, JOINTLY AND SEVERALLY, TO
INDEMNIFY THE ADMINISTRATIVE AGENT, THE COLLATERAL AGENT, THE ARRANGER, EACH
LENDER AND EACH RELATED PARTY OF ANY OF THE FOREGOING PERSONS (EACH SUCH PERSON
BEING CALLED AN "INDEMNITEE") AGAINST, AND TO HOLD EACH INDEMNITEE HARMLESS
FROM, ANY AND ALL LOSSES, CLAIMS, DAMAGES, LIABILITIES AND RELATED COSTS AND
EXPENSES, INCLUDING REASONABLE COUNSEL FEES AND DISBURSEMENTS, 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 OR ANY OTHER LOAN
DOCUMENT OR ANY AGREEMENT OR INSTRUMENT CONTEMPLATED HEREBY OR THEREBY, THE
PERFORMANCE BY THE PARTIES THERETO OF THEIR RESPECTIVE OBLIGATIONS