WRITTEN CONSENT OF, THE BORROWER OR
THE AGENT AND WITHOUT
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PAYING ANY PROCESSING FEE THEREFOR, ASSIGN ALL OR A PORTION OF ITS INTERESTS IN
ANY LOANS TO ITS GRANTING LENDER OR TO ANY FINANCIAL INSTITUTIONS PROVIDING
LIQUIDITY AND/OR CREDIT FACILITIES TO OR FOR THE ACCOUNT OF SUCH SPC TO FUND THE
LOANS MADE BY SUCH SPC OR TO SUPPORT THE SECURITIES (IF ANY) ISSUED BY SUCH SPC
TO FUND SUCH LOANS AND (II) DISCLOSE ON A CONFIDENTIAL BASIS, TO THE EXTENT SUCH
DISCLOSURE WOULD BE PERMITTED UNDER SECTION 9.16 IF SUCH SPC WERE A LENDER, ANY
NON-PUBLIC INFORMATION RELATING TO ITS LOANS TO ANY RATING AGENCY, COMMERCIAL
PAPER DEALER OR PROVIDER OF A SURETY, GUARANTEE OR CREDIT OR LIQUIDITY
ENHANCEMENT TO SUCH SPC.
(G)
ANY LENDER MAY AT ANY TIME PLEDGE OR ASSIGN A SECURITY INTEREST IN ALL OR
ANY PORTION OF ITS RIGHTS UNDER THIS AGREEMENT TO SECURE OBLIGATIONS OF SUCH
LENDER, INCLUDING ANY PLEDGE OR ASSIGNMENT TO SECURE OBLIGATIONS TO A FEDERAL
RESERVE BANK, AND THIS SECTION 9.04 SHALL NOT APPLY TO ANY SUCH PLEDGE OR
ASSIGNMENT OF A SECURITY INTEREST; PROVIDED THAT NO SUCH PLEDGE OR ASSIGNMENT OF
A SECURITY INTEREST SHALL RELEASE A LENDER FROM ANY OF ITS OBLIGATIONS HEREUNDER
OR SUBSTITUTE ANY SUCH PLEDGEE OR ASSIGNEE FOR SUCH LENDER AS A PARTY HERETO.
SECTION 9.05.
EXPENSES; INDEMNITY.
(A)
THE BORROWER AGREES TO PAY ALL
REASONABLE AND INVOICED OUT-OF-POCKET EXPENSES INCURRED BY THE AGENT AND ITS
AFFILIATES IN CONNECTION WITH THE ARRANGEMENT AND SYNDICATION OF THE CREDIT
FACILITY ESTABLISHED HEREBY, THE PREPARATION OF THIS AGREEMENT AND THE OTHER
LOAN DOCUMENTS AND ANY AMENDMENTS, MODIFICATIONS OR WAIVERS OF THE PROVISIONS
HEREOF OR THEREOF (WHETHER OR NOT THE TRANSACTIONS HEREBY CONTEMPLATED SHALL BE
CONSUMMATED AND EXCEPT FOR SUCH COSTS AND EXPENSES INCURRED AFTER THE
TERMINATION OF THIS AGREEMENT), OR INCURRED BY THE AGENT OR ANY LENDER IN
CONNECTION WITH THE ENFORCEMENT OR PROTECTION OF ITS RIGHTS IN CONNECTION WITH
THIS AGREEMENT, THE OTHER LOAN DOCUMENTS OR THE LOANS MADE HEREUNDER, INCLUDING
THE REASONABLE AND INVOICED FEES, CHARGES AND DISBURSEMENTS OF CRAVATH, SWAINE &
MOORE LLP AND, IN CONNECTION WITH ANY SUCH ENFORCEMENT OR PROTECTION, THE
REASONABLE FEES, CHARGES AND DISBURSEMENTS OF ANY OTHER COUNSEL FOR THE AGENT OR
ANY LENDER (IT BEING AGREED THAT, EXCEPT IN CONNECTION WITH ANY SUCH ENFORCEMENT
OR PROTECTION, THE BORROWER SHALL BE RESPONSIBLE FOR THE FEES, CHARGES AND
DISBURSEMENTS OF ONLY ONE COUNSEL UNLESS, IN THE JUDGMENT OF THE AGENT,
ADDITIONAL COUNSEL SHALL BE REQUIRED AS A RESULT OF ANY CONFLICT OF INTERESTS).
THE BORROWER FURTHER AGREES THAT IT SHALL INDEMNIFY THE LENDERS FROM AND HOLD
THEM HARMLESS AGAINST ANY DOCUMENTARY TAXES THAT ARISE FROM OR ARE CONNECTED TO
THE EXECUTION AND DELIVERY OF THIS AGREEMENT OR ANY OF THE OTHER LOAN DOCUMENTS.
(B)
THE BORROWER AGREES TO INDEMNIFY THE AGENT (AND ANY SUB-AGENT THEREOF),
EACH LENDER, THE ARRANGERS, THE SYNDICATION AGENT, AND EACH RELATED PARTY OF ANY
OF THE FOREGOING (EACH SUCH PERSON BEING CALLED AN "INDEMNITEE") AGAINST, AND TO