HEREUNDER.
8.3
INDEMNIFICATION BY GRANTORS.
EACH GRANTOR HEREBY AGREES, ON A
JOINT AND SEVERAL BASIS, TO INDEMNIFY, EXONERATE AND HOLD THE SECURED PARTY AND
EACH OF THE OFFICERS, DIRECTORS, EMPLOYEES, AFFILIATES AND AGENTS OF THE SECURED
PARTY (EACH A "SEMPRA PARTY") FREE AND HARMLESS FROM AND AGAINST ANY AND ALL
ACTIONS, CAUSES OF ACTION, SUITS, LOSSES, LIABILITIES, DAMAGES AND EXPENSES,
INCLUDING ATTORNEYS' FEES AND DISBURSEMENTS (COLLECTIVELY, THE "INDEMNIFIED
LIABILITIES"), INCURRED BY SEMPRA PARTIES OR ANY OF THEM AS A RESULT OF, OR
ARISING OUT OF, OR RELATING TO (A) ANY TENDER OFFER, MERGER, PURCHASE OF EQUITY
INTERESTS, PURCHASE OF ASSETS (INCLUDING THE RELATED TRANSACTIONS) OR OTHER
SIMILAR TRANSACTION WITH RESPECT TO THE MX COMPANIES OR THE COLLATERAL, (B) THE
USE, HANDLING, RELEASE, EMISSION, DISCHARGE, TRANSPORTATION, STORAGE, TREATMENT
OR DISPOSAL OF ANY HAZARDOUS SUBSTANCE AT ANY PROPERTY OWNED OR LEASED BY ANY
GRANTOR OR ANY SUBSIDIARY, (C) ANY VIOLATION OF ANY ENVIRONMENTAL LAWS WITH
RESPECT TO CONDITIONS AT ANY PROPERTY OWNED OR LEASED BY ANY GRANTOR OR ANY
SUBSIDIARY OR THE OPERATIONS CONDUCTED THEREON, (D) THE INVESTIGATION, CLEANUP
OR REMEDIATION OF OFFSITE LOCATIONS AT WHICH ANY GRANTOR OR ANY SUBSIDIARY OR
THEIR RESPECTIVE PREDECESSORS ARE ALLEGED TO HAVE DIRECTLY OR INDIRECTLY
DISPOSED OF HAZARDOUS SUBSTANCES OR (E) THE EXECUTION, DELIVERY, PERFORMANCE OR
ENFORCEMENT OF THIS AGREEMENT OR ANY OTHER ISDA DOCUMENT BY ANY SEMPRA PARTY,
EXCEPT TO THE EXTENT ANY SUCH INDEMNIFIED LIABILITIES RESULT FROM THE APPLICABLE
SEMPRA PARTY'S OWN GROSS NEGLIGENCE OR WILLFUL MISCONDUCT AS DETERMINED BY A
COURT OF COMPETENT JURISDICTION. IF AND TO THE EXTENT THAT THE FOREGOING
UNDERTAKING MAY BE UNENFORCEABLE FOR ANY REASON, EACH GRANTOR HEREBY AGREES TO
MAKE THE MAXIMUM CONTRIBUTION TO THE PAYMENT AND SATISFACTION OF EACH OF THE
INDEMNIFIED LIABILITIES WHICH IS PERMISSIBLE UNDER APPLICABLE LAW. ALL
OBLIGATIONS PROVIDED FOR IN THIS SECTION 8.3 SHALL SURVIVE THE DISCHARGE OF ISDA
OBLIGATIONS.
8.4
ENFORCEMENT EXPENSES.
(A) EACH GRANTOR AGREES, ON A JOINT AND
SEVERAL BASIS, TO PAY OR REIMBURSE ON DEMAND THE SECURED PARTY FOR ALL
REASONABLE OUT-OF-POCKET COSTS AND EXPENSES (INCLUDING LEGAL COSTS OF COUNSEL
FOR THE SECURED PARTY) INCURRED IN COLLECTING AGAINST
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ANY GRANTOR UNDER THE GUARANTY CONTAINED IN SECTION 2 OR OTHERWISE ENFORCING OR
PRESERVING ANY RIGHTS UNDER THIS AGREEMENT AND ANY OTHER ISDA DOCUMENT.
(B)
EACH GRANTOR AGREES TO PAY, AND TO SAVE THE SECURED PARTY HARMLESS
FROM, ANY AND ALL LIABILITIES WITH RESPECT TO, OR RESULTING FROM ANY DELAY IN
PAYING, ANY AND ALL STAMP, EXCISE, SALES OR OTHER TAXES WHICH MAY BE PAYABLE OR
DETERMINED TO BE PAYABLE WITH RESPECT TO ANY OF THE COLLATERAL OR IN CONNECTION
WITH ANY OF THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT.
(C)
THE AGREEMENTS IN THIS SECTION 8.4 SHALL SURVIVE THE DISCHARGE OF
ISDA OBLIGATIONS.
8.5
CAPTIONS.
SECTION CAPTIONS USED IN THIS AGREEMENT ARE FOR
CONVENIENCE ONLY AND SHALL NOT AFFECT THE CONSTRUCTION OF THIS AGREEMENT.
8.6
NATURE OF REMEDIES.
ALL ISDA OBLIGATIONS OF EACH GRANTOR AND
RIGHTS OF THE SECURED PARTY EXPRESSED HEREIN SHALL BE IN ADDITION TO AND