AGREES THAT NO SPC SHALL BE
LIABLE FOR ANY INDEMNITY OR SIMILAR PAYMENT OBLIGATION UNDER THIS AGREEMENT (ALL
LIABILITY FOR WHICH SHALL REMAIN WITH THE GRANTING LENDER).
IN FURTHERANCE OF
THE FOREGOING, EACH PARTY HERETO HEREBY AGREES (WHICH AGREEMENT SHALL SURVIVE
THE TERMINATION OF THIS AGREEMENT) THAT, PRIOR TO THE DATE THAT IS ONE YEAR AND
ONE DAY AFTER THE PAYMENT IN FULL OF ALL OUTSTANDING COMMERCIAL PAPER OR OTHER
SENIOR INDEBTEDNESS OF ANY SPC, IT WILL NOT INSTITUTE AGAINST, OR JOIN ANY OTHER
PERSON IN INSTITUTING AGAINST, SUCH SPC ANY BANKRUPTCY, 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 10.04, 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)
THE BORROWER SHALL NOT 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.
SECTION 10.05.
EXPENSES; INDEMNITY.
(A)
THE PARENT AND THE BORROWER
AGREE, JOINTLY AND SEVERALLY, TO PAY ALL OUT-OF-POCKET EXPENSES INCURRED BY THE
ADMINISTRATIVE AGENT AND EACH LENDER IN CONNECTION WITH 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 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 FEES, DISBURSEMENTS AND OTHER CHARGES OF COUNSEL FOR THE
ADMINISTRATIVE AGENT AND THE LENDERS, AND, IN CONNECTION WITH ANY SUCH
ENFORCEMENT OR PROTECTION, FEES, DISBURSEMENTS AND OTHER CHARGES OF COUNSEL AS
THE ADMINISTRATIVE AGENT OR ANY LENDER DETERMINE TO BE REASONABLY NECESSARY.
(B)
THE PARENT AND THE BORROWER AGREE, JOINTLY AND SEVERALLY, TO INDEMNIFY THE
ADMINISTRATIVE AGENT, EACH LENDER AND EACH RELATED PARTY OF ANY OF THE FOREGOING
PERSONS AND THEIR SUCCESSORS AND ASSIGNS (EACH SUCH PERSON BEING CALLED AN
"INDEMNITEE") AGAINST, AND TO HOLD EACH INDEMNITEE HARMLESS FROM, ANY AND ALL
COSTS, EXPENSES (INCLUDING REASONABLE FEES, DISBURSEMENTS AND OTHER CHARGES OF
COUNSEL AND LIABILITIES OF SUCH INDEMNITEE ARISING OUT OF OR IN CONNECTION WITH
(I) THE EXECUTION OR DELIVERY OF THIS