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 DEBT 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 PROCEEDING UNDER THE
LAWS OF THE UNITED STATES OR ANY STATE THEREOF.
NOTWITHSTANDING ANYTHING TO THE
CONTRARY CONTAINED IN THIS AGREEMENT, ANY SPC MAY (I) WITH NOTICE TO, BUT
WITHOUT PRIOR CONSENT OF, THE BORROWER AND THE ADMINISTRATIVE AGENT, ASSIGN ALL
OR ANY PORTION OF ITS INTEREST IN ANY ADVANCE TO THE GRANTING LENDER AND
(II) DISCLOSE ON A CONFIDENTIAL BASIS ANY NON-PUBLIC INFORMATION RELATING TO ITS
FUNDING OF ADVANCES TO ANY RATING AGENCY, COMMERCIAL PAPER DEALER OR PROVIDER OF
ANY SURETY OR GUARANTEE OR CREDIT OR LIQUIDITY ENHANCEMENT TO SUCH SPC.
THIS
SECTION 9.07(J) MAY NOT BE AMENDED WITHOUT THE PRIOR WRITTEN CONSENT OF EACH
GRANTING LENDER, ALL OR ANY PART OF WHOSE ADVANCES ARE BEING FUNDED BY THE SPC
AT THE TIME OF SUCH AMENDMENT.
Section 9.08
Execution in Counterparts; Integration.
This Agreement
may be executed in any number of counterparts and by different parties hereto in
separate counterparts, each of which when so executed shall be deemed to be an
original and all of which when taken together shall constitute one and the same
agreement.
Delivery of an executed counterpart of a signature page to this
Agreement by telecopier or other electronic communication shall be effective as
delivery of a manually executed counterpart of this Agreement.
This Agreement
and the other Loan Documents, together with the Fee Letter, constitute the
entire contract among the parties relating to the subject matter hereof and
supersede any and all previous agreements and understandings, oral or written,
relating to the subject matter hereof.
Section 9.09
Confidentiality; Press Releases, Related Matters and
Treatment of Information.
(A)
NO AGENT OR LENDER SHALL DISCLOSE ANY CONFIDENTIAL INFORMATION TO
ANY PERSON WITHOUT THE CONSENT OF THE BORROWER, OTHER THAN (I) TO SUCH AGENT'S
OR SUCH LENDER'S AFFILIATES AND THEIR OFFICERS, DIRECTORS, EMPLOYEES, AGENTS AND
ADVISORS, (II) TO THE EXTENT REQUESTED BY ANY REGULATORY AUTHORITY PURPORTING TO
HAVE JURISDICTION OVER IT OR BY THE NATIONAL ASSOCIATION OF INSURANCE
COMMISSIONERS, (III) TO THE EXTENT REQUIRED BY APPLICABLE LAWS OR REGULATIONS OR
BY ANY SUBPOENA OR SIMILAR LEGAL PROCESS, (IV) TO ANY OTHER PARTY HERETO, (V) IN
CONNECTION WITH THE EXERCISE OF ANY REMEDIES HEREUNDER OR UNDER ANY OTHER LOAN
DOCUMENT OR ANY ACTION OR PROCEEDING RELATING TO THIS AGREEMENT OR ANY OTHER
LOAN DOCUMENT OR THE ENFORCEMENT OF RIGHTS HEREUNDER OR THEREUNDER, (VI) SUBJECT
TO AN AGREEMENT CONTAINING PROVISIONS SUBSTANTIALLY THE SAME OR AT LEAST AS
RESTRICTIVE AS THOSE OF THIS SECTION, TO (A) ANY ASSIGNEE OF OR PARTICIPANT IN,
OR ANY PROSPECTIVE ASSIGNEE OF OR PARTICIPANT IN, ANY OF ITS RIGHTS OR
OBLIGATIONS UNDER THIS AGREEMENT OR (B) ANY ACTUAL