INSURANCE AND INDEMNITY AGREEMENT

Exhibit 10.2

INSURANCE AND INDEMNITY AGREEMENT

Dated as of August 31, 2005

Among

AMBAC ASSURANCE CORPORATION,

as Insurer,

MVL FILM FINANCE LLC,

as Borrower,

MARVEL ENTERPRISES, INC.,

MARVEL STUDIOS, INC.,

MVL PRODUCTIONS LLC,

MVL RIGHTS LLC,

and

HSBC BANK USA, NATIONAL ASSOCIATION,

as Collateral Agent

TABLE OF CONTENTS

This Table of Contents is for convenience of reference only and shall not be deemed to be part of this Insurance Agreement. All capitalized terms used in this Insurance Agreement and not otherwise defined shall have the meanings set forth in Article I of this Insurance Agreement.

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INSURANCE AND INDEMNITY AGREEMENT (this “ Insurance Agreement ”), dated as of August 31, 2005, by and among AMBAC ASSURANCE CORPORATION, a Wisconsin stock insurance company (“ Ambac ”), as the Insurer, MVL FILM FINANCE LLC, a Delaware limited liability company (the “ Borrower ”), MARVEL ENTERPRISES, INC., a Delaware corporation (“ MEI ”), MARVEL STUDIOS, INC., a Delaware corporation (“ Marvel Studios ”), MVL PRODUCTIONS LLC, a Delaware limited liability company (“ MPROD ”), MVL RIGHTS LLC, a Delaware limited liability company (“ MRL ”), and HSBC BANK USA, NATIONAL ASSOCIATION, in its capacity as collateral agent for the benefit of the Lenders under the Credit Agreement referred to below (together with any successor in interest or any successor collateral agent appointed in accordance with the Credit Agreement, the “ Collateral Agent ”).

PRELIMINARY STATEMENTS

WHEREAS, pursuant to that certain Credit and Security Agreement dated as of August 31, 2005 (as amended, amended and restated, supplemented or otherwise modified from time to time, the “ Credit Agreement ”) by and among the Borrower, the Lenders and the other lenders party thereto, General Electric Capital Corporation, as Administrative Agent, and the Collateral Agent, the Lenders have agreed to make Class A Advances to the Borrower in an aggregate principal amount at any one time outstanding not to exceed $465,000,000;

WHEREAS, pursuant to that certain Exclusive Cross License Agreement dated as of August 31, 2005 (as amended, amended and restated, supplemented or otherwise modified from time to time, the “ License Agreement ”) by and between MRL and the Borrower, MRL licensed to the Borrower the Rights (as defined therein);

WHEREAS, pursuant to that certain Master Development and Distribution Agreement dated as of August 31, 2005 (as amended, amended and restated, supplemented or otherwise modified from time to time, the “ Master Agreement ”) by and between the Borrower, MPROD and Marvel Studios, the Borrower licensed to MPROD certain of its rights acquired under the License Agreement, MPROD agreed to undertake on behalf of the Borrower certain responsibilities with respect to the pre-production, development, supervision of production, delivery and distribution of Pictures (as defined in the License Agreement);

WHEREAS, MPROD intends to enter into from time to time a number of production agreements (each, a “ Production Services Agreement ”) with affiliates of itself and MRL for the production and delivery of such Motion Pictures;

WHEREAS, pursuant to the Credit Agreement, the Borrower has granted to the Collateral Agent, for the benefit of the Secured Parties, a security interest in all of the Borrower’s assets, whether now owned or hereafter arising (the “ Collateral ”), to secure the prompt and complete repayment of amounts owing under, and observance and performance of, the Credit Agreement and the Borrower’s other Obligations from time to time, including its Obligations under this Insurance Agreement;

WHEREAS, in connection with the production of each individual Motion Picture pursuant to each Production Services Agreement, the Insurer, MPROD, the Completion Guarantor and a number of other interested parties will enter into an interparty agreement (each, an “ Interparty Agreement ”);

WHEREAS, the Insurer is authorized to transact a financial guaranty insurance business in the State of New York;

WHEREAS, the Borrower has requested that the Insurer issue to the Collateral Agent (together with its successors and permitted assigns, the “ Insured Party ”), for the benefit of the Lenders, a Certificate Guaranty Insurance Policy in substantially the form of Exhibit A hereto, payable to the Insured Party and guaranteeing, to the extent and limited as set forth therein, the timely payment of interest and Unused Commitment Fees on the Class A Advances and the payment of the Outstanding Amount of the Class A Advances on the Legal Final Maturity Date; and

WHEREAS, the Insurer, the Borrower, MEI, Marvel Studios, MPROD, MRL and the Collateral Agent desire to specify the conditions precedent to the issuance by the Insurer of the Policy and to provide for certain other matters related thereto;

NOW, THEREFORE, in consideration of the premises and of the agreements herein contained, the undersigned hereby agree as follows:

ARTICLE I

DEFINITIONS

Section 1.02. Defined Terms. Unless the context clearly requires otherwise, all capitalized terms used but not defined herein shall have the respective meanings assigned to them in the Policy or, if not defined therein, in the Credit Agreement or the Master Agreement. For purposes of this Insurance Agreement, the following terms shall have the following meanings:

“ Borrower Affiliate ” means MEI, Marvel Studios, MRL and MPROD.

“ Business Day ” means any day that is not a Saturday, a Sunday or other day on which commercial banking institutions in New York City are authorized or obligated by law or order to be closed.

“ Closing Date ” means September 1, 2005.

“ Covered Obligations ” has the meaning set forth on Schedule 3.07 hereto.

“ Default ” means any event which results, or which with the giving of notice or the lapse of time or both would result, in an Event of Default.

“ Event of Default ” means any event of default specified in Section 5.01.

“ Excluded Damages ” shall mean any and all indirect, punitive, incidental or consequential claims, damages, losses, costs, expenses, liabilities and penalties arising out of or in connection with any breach or alleged breach, violation, default or potential default or other failure of the Covered Obligations; provided , however , that for purposes of this definition only, in connection with direct damages (which shall be the only damages for which MEI shall be liable (including, without limitation, in connection with a breach by MEI of any Covered Obligation)) arising out of a Covered Obligation, the foregoing definition shall not exclude incremental damages reasonably and directly attributed to such breach and incurred as a component of the direct damages (for example, a payment to the wrong party shall be the direct damage and the interest on such misdirected payment and the actual and verifiable out of pocket costs and expenses incurred to recover such payment amount shall be the incremental damage). Notwithstanding the foregoing to the contrary, any failure to pay amounts due under the Credit Agreement as a result of the failure of any Motion Picture to generate gross receipts sufficient to allow the Borrower to make such payments when due and owing shall constitute Excluded Damages.

“ Insurer ” shall mean Ambac Assurance Corporation, a Wisconsin stock insurance company, or any successor thereto.

“ Investment Company Act ” means the Investment Company Act of 1940, including, unless the context otherwise requires, the rules and regulations thereunder, as amended from time to time.

“ Late Payment Rate ” shall mean the lesser of (i) the greater of (a) the per annum rate of interest publicly announced from time to time by Citibank, N.A. as its prime or base lending rate (any change in such rate of interest to be effective on the date such change is announced by Citibank, N.A.), plus 2.00%, and (b) the then applicable highest rate of interest on the Class A Advances pursuant to the Credit Agreement and (ii) the maximum rate permissible under applicable usury or similar laws limiting interest rates. Interest at the Late Payment Rate shall be computed on the basis of a 360-day year and the actual number of days elapsed in the related accrual period.

“ Lenders ” means the Class A Lenders (as such term is defined in the Credit Agreement).

“ Material Adverse Change ” means, in respect of any Person, a material adverse change in the ability of such Person to perform its obligations under any of the Operative Documents to which it is a party, including any material adverse change in the business, financial condition, results of operations or properties of such Person on a consolidated basis with its subsidiaries (other than as may result solely from the performance of the Completed Films).

“ MEI Covenant Letter ” means the letter agreement dated August 31, 2005 made by and among MEI, Marvel Studios and Marvel Characters, Inc. in favor of the Insurer, the Borrower and the Lenders.

“ Moody’s ” means Moody’s Investors Service, Inc., and any successor thereto.

“ Operative Documents ” means this Insurance Agreement, the Credit Agreement, the Notes, the License Agreement, the Master Agreement, the Interparty Agreements, the Production Services Agreements, each Completion Bond (including, without limitation, each producer’s completion agreement executed in connection therewith), the Distribution Agreements, the Master Distributor Security Agreement, each Master Distributor Security Agreement Supplement, the Access Letters, the Viacom Guaranty, each Laboratory Pledgeholder Agreement, the MEI Services Letter Agreement dated as of the date hereof and the MEI Covenant Letter.

“ Person ” means an individual, joint stock company, trust, unincorporated association, limited liability company, joint venture, corporation, business or owner trust, partnership or other organization or entity (whether governmental or private).

“ Policy ” means the Certificate Guaranty Insurance Policy, No. AB0919BE, together with all endorsements thereto, issued by the Insurer in favor of the Insured Party.

“ Premium ” means the premium payable in accordance with the Policy and Section 3.02(c) of this Insurance Agreement as, when and in the amounts specified in the Premium Letter.

“ Premium Letter ” shall mean the premium letter dated as of the date hereof by and between the Borrower and the Insurer, as amended, amended and restated, supplemented or otherwise modified from time to time.

“ Reimbursement Amount ” shall mean, as of any date of determination, the sum of (i) all Insured Payments paid by the Insurer and all other amounts then due and owing to the Insurer under the Insurance Agreement and the other Operative Documents (without duplication), but for which the Insurer has not been reimbursed prior to such date, plus (ii) interest accrued thereon, calculated at the Late Payment Rate from the date on which the Trustee received the related Insured Payments.

“ Relevant Parties ” means, collectively, Borrower, Marvel Studios, MRL and MPROD.

“ Securities Act ” means the Securities Act of 1933, including, unless the context otherwise requires, the rules and regulations thereunder, as amended from time to time.

“ Securities Exchange Act ” means the Securities Exchange Act of 1934, including, unless the context otherwise requires, the rules and regulations thereunder, as amended from time to time.

“ S&P ” means Standard & Poor’s, a division of The McGraw Hill Companies, Inc. and any successor thereto.

“ Specified Covered Obligations ” means those Covered Obligations designated as “Specified Covered Obligations” in paragraph D of Schedule 3.07.

“ Transaction ” means the transactions contemplated by the Operative Documents.

Section 1.02. Other Definitional Provisions. The words “hereof,” “herein” and “hereunder” and words of similar import when used in this Insurance Agreement shall refer to this Insurance Agreement as a whole and not to any particular provision of this Insurance Agreement, and Section, subsection, Schedule and Exhibit references are to this Insurance Agreement unless otherwise specified. The meanings assigned to terms defined herein shall be equally applicable to both the singular and plural forms of such terms. The words “include” and “including” shall be deemed to be followed by the phrase “without limitation.” Each reference herein to a specific section number of any Operative Document shall be deemed to refer to any successor provision of such document, as applicable, following any amendment or modification thereof.

ARTICLE II

REPRESENTATIONS, WARRANTIES AND COVENANTS

Section 2.01. Representations and Warranties of the Borrower, Marvel Studios and MPROD; Acknowledgement of MRL.

(a)       The Borrower hereby makes, to and for the benefit of the Insurer, each of the representations and warranties of the Borrower set forth in Section 6.01 of the Credit Agreement, in Section 6 of the Master Agreement, and in Section 16 of the License Agreement. Marvel Studios hereby makes, to and for the benefit of the Insurer, each of the representations and warranties of Marvel Studios set forth in Section 12(d) of the Master Agreement. MPROD hereby makes, to and for the benefit of the Insurer, each of the representations and warranties of MPROD set forth in Section 6 of the Master Agreement. Such representations and warranties are hereby incorporated herein by this reference as if fully set forth herein and are hereby reconfirmed in favor of the Insurer (solely by each such party with respect to itself), and shall be deemed to be reconfirmed hereunder each time such representations and warranties are made or deemed made under the Credit Agreement, the Master Agreement, and/or the License Agreement.

(b)      MRL hereby acknowledges that (i) the License Agreement and all rights of the Borrower thereunder have been pledged by the Borrower to the Collateral Agent for the benefit of, among other Persons, the Insurer, and (ii) the Insurer, as Control Party, has the right to instruct the Collateral Agent to exercise its power of attorney granted pursuant to the Credit Agreement to cause the Borrower to enforce its rights and remedies against MRL with respect to each of the representations, warranties and covenants of MRL set forth in the License Agreement. In connection therewith, the Insurer acknowledges that neither it, the Collateral Agent nor the Borrower has any recourse to any assets of MRL pursuant to the License Agreement other than the Rights (as defined therein).

Section 2.02. Affirmative Covenants of the Borrower, MEI, Marvel Studios, MRL and MPROD.

(a)            Incorporation by Reference . The Borrower hereby makes, to and for the benefit of the Insurer, each covenant of the Borrower set forth in Sections 7.01 and 7.02 of the Credit Agreement and Section 16 of the License Agreement, each of which is hereby incorporated herein by reference and shall be complied with by the Borrower unless the Insurer shall otherwise consent in writing. MPROD hereby makes, to and for the benefit of the Insurer, each covenant of MPROD set forth in Section 7(a) of the Master Agreement, which is hereby incorporated herein by reference and shall be complied with by MPROD unless the Insurer shall otherwise consent in writing. Marvel Studios hereby makes, to and for the benefit of the Insurer, each covenant of Marvel Studios set forth in Section 12(a) of the Master Agreement, which is hereby incorporated herein by reference and shall be complied with by the Marvel Studios unless the Insurer shall otherwise consent in writing.

(b)            Payment of Taxes, Etc . Marvel Studios will pay and discharge or otherwise satisfy, before the same shall become delinquent or subjected to penalty, all Taxes imposed upon it or its property which are due, except (i) where the amount or validity thereof is currently being contested in good faith by appropriate proceedings, if any, and reserves in conformity with GAAP with respect thereto have been provided on the books and records of Marvel Studios or any consolidated group to which Marvel Studios is a party until any Lien resulting therefrom attaches to its property and becomes enforceable against other creditors, or (ii) the failure to pay and discharge or otherwise satisfy such Taxes could not, individually or in the aggregate, reasonably be expected to cause a Material Adverse Change with respect to Marvel Studios.

(c)            Access to Financial and Collateral Information . (i) The Borrower hereby makes, to and for the benefit of the Insurer, the covenant set forth in Section 7.01(d) of the Credit Agreement, which is hereby incorporated herein by reference and shall be complied with by the Borrower unless the Insurer shall otherwise consent in writing. MPROD (A) hereby makes, to and for the benefit of the Insurer, the covenant set forth in Section 7(a)(iv)(A) of the Master Agreement and (B) shall cause each Production Company (as defined in the Master Agreement) to comply with the audit provisions set forth in Section 15C (or any successor provision) of the related Production Services Agreement, each of which is hereby incorporated herein by reference and shall be complied with by MPROD unless the Insurer shall otherwise consent in writing.

(ii)            In order to allow the Insurer to confirm the correctness of information obtained in the course of audits performed pursuant to clause (c)(i) above and to diligence compliance with the MEI Covenant Letter, during regular business hours, upon reasonable advance notice (which shall indicate the proposed scope of the review) and at reasonable times so as not to interfere with its business operations, each of MEI and Marvel Studios and, with respect to diligence of compliance with the MEI Covenant Letter only, MRL will permit the Insurer or its agents, representatives or accountants, at the expense of the Insurer (A) to examine and make copies of and abstracts from all books, records and

documents (including computer tapes and disks) in its possession or under its control relating to the Operative Documents, Ancillary Documents or any Collateral, and (B) to visit its offices and properties for the purpose of examining such materials described in clause (A) above, and (in the case of MRL as limited above) to discuss matters relating to the Operative Documents, Ancillary Documents and the Collateral and its performance hereunder or thereunder with any of its executive officers or its Authorized Officers having knowledge of such matters or their accountants; provided , that so long as no Event of Default or Potential Event of Default has occurred and is continuing, Borrower shall only be responsible for the cost of one (1) such visitation and inspection per Interest Period; and provided , further , that the Insurer shall, to the extent that it is reasonably possible for the Insurer to do so, conduct such visitations, inspections and discussions with respect to the Borrower and all of its Affiliates under clause (c)(i) above and this clause (c)(ii) at the same time and in the same location in order to minimize interference with the business operations of the Marvel Companies.

Section 2.03. Negative Covenants of the Borrower, Marvel Studios and MPROD.

(a)           The Borrower, Marvel Studios and MPROD each hereby agrees with respect to itself that during the term of this Insurance Agreement, unless the Insurer shall otherwise expressly consent in writing,

(i)              Impairment of Rights . Neither the Borrower, Marvel Studios nor MPROD shall take any action, or fail to take any action, if such action or failure to take action would be reasonably likely to result in a Material Adverse Change with respect to the Borrower or the Rights (as defined in the License Agreement), or a material adverse effect on the benefits, interests, rights or remedies of MPROD under the Master Agreement, nor interfere with the enforcement of any rights of the Insurer (whether exercised directly or through the Borrower or the Collateral Agent) under or with respect to any of the Operative Documents; provided that the foregoing shall not impair any right that the Borrower or any Marvel Company may have to object to any act of the Insurer taken in contravention of any Operative Document by which the Insurer may be bound. The Borrower, Marvel Studios and MPROD shall, upon written request from the Insurer, furnish to the Insurer all information requested by the Insurer that is reasonably necessary to determine compliance with this paragraph.

(ii)             Waiver, Amendments, Etc . [Conform termination/ amendment negative covenant to agreed language to be set forth in Sections 7.03(m) and (n) of the Credit Agreement].

(b)            Incorporation by Reference . The Borrower hereby makes, to and for the benefit of the Insurer, the covenants set forth in Section 7.03 of the Credit Agreement and Section 16 of the License Agreement, each of which is hereby

incorporated herein by reference and shall be complied with by the Borrower unless the Insurer shall otherwise consent in writing. MPROD hereby makes, to and for the benefit of the Insurer, the covenants set forth in Section 7(c) of the Master Agreement, each of which is hereby incorporated herein by reference and shall be complied with by MPROD unless the Insurer shall otherwise consent in writing.

Section 2.04. Representations, Warranties and Covenants of the Insurer. The Insurer represents, warrants and covenants to the Borrower as follows:

(a)       Organization and Licensing . The Insurer is a duly organized and validly existing Wisconsin stock insurance corporation duly qualified to conduct an insurance business in the State of New York and in any other jurisdiction where qualification may be necessary to accomplish the Transaction.

(b)       Corporate Power . The Insurer has the corporate power and authority to issue the Policy and execute and deliver this Insurance Agreement and to perform all of its obligations hereunder and thereunder.

(c)     Authorization; Approvals . Proceedings legally required for the issuance and execution of the Policy and the execution, delivery and performance of this Insurance Agreement have been taken and licenses, orders, consents or other authorizations or approvals of any governmental boards or bodies legally required for the enforceability of the Policy and the conduct by the Insurer of the business and activities contemplated by the Transaction have been obtained; any proceedings not taken and any licenses, authorizations or approvals not obtained are not material to the enforceability of the Policy.

(d)    Enforceability . The Policy, when issued, and this Insurance Agreement will each constitute a legal, valid and binding obligation of the Insurer, enforceable in accordance with its terms, subject to bankruptcy, insolvency, reorganization, moratorium, receivership and other similar laws affecting creditors’ rights generally and to general principles of equity and subject to principles of public policy limiting the right to enforce the indemnification provisions contained therein and herein, insofar as such provisions relate to indemnification for liabilities arising under federal securities laws.

(e)    No Litigation . There are no actions, suits, proceedings or investigations pending or, to the best of the Insurer’s knowledge, threatened against it at law or in equity or before or by any court, governmental agency, board or commission or any arbitrator which, if decided adversely, would materially and adversely affect its ability to perform its obligations under the Policy.

(f)     Confidential Information . The Insurer agrees that it and its shareholders, directors, agents, accountants and attorneys shall keep confidential any matter of which it becomes aware during the inspections conducted or

discussions had pursuant to Section 2.02(c) of this Insurance Agreement (or the provisions of the Transaction Documents referred to therein) unless such information is readily available from public sources or except as may be otherwise required by regulation, law or court order or requested by appropriate governmental authorities or as necessary to preserve its rights or security under or to enforce the Operative Documents; provided, however, that the foregoing shall not limit the right of the Insurer to make such information available to its regulators, securities rating agencies, reinsurers, credit and liquidity providers, counsel and accountants. If the Insurer is requested or required (by oral questions, interrogatories, requests for information or documents, subpoena, civil investigative demand or similar process) to disclose any information of which it becomes aware through such inspections or discussions, the Insurer will (to the extent permitted by such process) promptly notify the Borrower, Marvel Studios and/or MPROD, as applicable, of such request(s) so that the Borrower, Marvel Studios and/or MPROD may seek an appropriate protective order and/or waive the Insurer’s compliance with the provisions of this Insurance Agreement. If, in the absence of a protective order or the receipt of a waiver hereunder, the Insurer is, nonetheless, in the opinion of its counsel, compelled to disclose such information to any tribunal or else stand liable for contempt or suffer other censure or significant penalty, the Insurer may disclose such information to such tribunal that the Insurer is compelled to disclose; provided, however, that a copy of all information disclosed is provided to the Borrower, Marvel Studios and/or MPROD, as the case may be, promptly after such disclosure to the extent, in the opinion of its counsel, that it is permitted to do so. Notwithstanding anything set forth in this subsection (f) to the contrary, the parties hereto and their successors and permitted assigns (and each of their employees, representatives and other agents) may disclose to any Person, without limitation of any kind, the U.S. tax treatment and U.S. tax structure of the transactions contemplated by this Insurance Agreement and the other Operative Documents and all materials of any kind (including opinions and other tax analyses) relating to such tax treatment or tax structure, other than any information revealing the identity of the parties hereto, and except that, with respect to any document or similar item that in either case contains information concerning the U.S. tax treatment or U.S. tax structure of such transactions as well as other information, this sentence shall only apply to such portions of the document or similar item that relate to such tax treatment or tax structure.

ARTICLE III

THE POLICY; REIMBURSEMENT

Section 3.01. Issuance of the Policy. The Insurer agrees to issue the Policy on the Closing Date subject to satisfaction of the conditions precedent set forth below on or prior to the Closing Date:

(a)         Payment of Initial Premium, Fees and Expenses . The Insurer shall have been paid by or on behalf of the Borrower the fees and expenses payable on the Closing Date in accordance with Section 3.02;

(b)        Operative Documents . The Insurer shall have received a copy of this Insurance Agreement, the Credit Agreement, the License Agreement, the Master Agreement, the Paramount Agreement, the Master Distributor Security Agreement, the Collection Account Control Agreement and each other Transaction Document entered into on or prior to the Closing Date, in form and substance reasonably satisfactory to the Insurer, duly authorized, executed and delivered by each party thereto;

(c)     Certified Documents and Resolutions . The Insurer shall have received (i) a copy of the certificate of incorporation and by-laws, or limited liability company agreement, as applicable, of each of the Borrower, MEI, Marvel Studios, MRL and MPROD and (ii) a certificate of the Secretary or Assistant Secretary of each of the Borrower, MEI, Marvel Studios, MRL and MPROD dated the Closing Date stating that attached thereto is a true, complete and correct copy of resolutions duly adopted by the Board of Directors or members thereof, as applicable, authorizing the execution, delivery and performance of each Operative Document to which it is a party to be entered into on or prior to the Closing Date and the consummation of the Transaction and that such certificate of incorporation, by-laws, limited liability company agreement and resolutions, as applicable, are in full force and effect on the Closing Date;

(d)        Incumbency Certificate . The Insurer shall have received a certificate dated the Closing Date of the Secretary or an Assistant Secretary of each of the Borrower, MEI, Marvel Studios, MRL and MPROD certifying the names and signatures of the officers of the Borrower, MEI, Marvel Studios, MRL and MPROD, as applicable, authorized to execute and deliver the Operative Documents to which it is a party and that shareholder consent to the execution and delivery of such documents is not necessary or has been obtained;

(e)       Representations and Warranties . Each of the representations and warranties of the Borrower, MEI, Marvel Studios and MPROD set forth or incorporated by reference in this Insurance Agreement, as applicable, shall be true and correct on and as of the Closing Date as if made on the Closing Date;

(f)         Opinions of Counsel . The Insurer shall have received all opinions of counsel addressed to any of Moody’s, S&P, the Lenders, the Borrower and the Borrower Affiliates in respect of the Borrower, the Borrower Affiliates or any other parties to the Operative Documents and the Transaction dated the Closing Date, in form and substance reasonably satisfactory to the Insurer, addressed to the Insurer and addressing such matters as the Insurer may reasonably request, and the counsel providing each such opinion shall have been instructed by its client to deliver such opinion to the addressees thereof;

(g)       Approvals, Etc . The Insurer shall have received true and correct copies of all approvals, licenses and consents, if any, including any required approval of the shareholders or members, as applicable, of each of the Borrower and the Borrower Affiliates, required in connection with the Transaction;

(h)        No Litigation, Etc . No suit, action or other proceeding, investigation or injunction, or final judgment relating thereto, shall be pending or, to the current actual knowledge of MEI or any Relevant Party, threatened before any court, governmental or administrative agency or arbitrator in which it is sought to restrain or prohibit or to obtain damages or other relief in connection with any of the Operative Documents or the Policy or the consummation of the Transaction;

(i)       Legality . No statute, rule, regulation or order shall have been enacted, entered or deemed applicable by any government or governmental or administrative agency or court that would make the Transaction illegal or otherwise prevent the consummation thereof;

(j)        Issuance of Ratings . The Insurer shall have received confirmation that the risk to be secured by the Policy has been rated no lower than “BBB-” by S&P and “Baa3” by Moody’s;

(k)        No Default . No Default or Event of Default shall have occurred; and

(l)          Effectiveness of Credit Agreement . The Insurer shall have received a certificate of the Borrower certifying that each of the conditions precedent to the effectiveness of the Credit Agreement set forth in Section 5.01 thereof have been satisfied or waived.

(a)         Legal, Accounting and Due Diligence Fees . The Borrower shall pay or cause to be paid to the Insurer, on the Closing Date, all legal fees, due diligence expenses and accounting fees incurred by the Insurer in connection with the issuance of the Policy specified in the schedule of Closing Fees and Expenses.

(b)       Rating Agency Fees . The Borrower shall promptly pay the initial fees of S&P and Moody’s with respect to the Transaction following receipt of a statement with respect thereto. All periodic and subsequent fees of S&P or Moody’s with respect to, and directly allocable to, the Borrower’s obligations under the Credit Agreement shall be for the account of, and shall be billed to, the Borrower. The fees for any other rating agency shall be paid by the party requesting such other agency’s rating unless such other agency is a substitute for S&P or Moody’s in the event that S&P or Moody’s is no longer rating the Borrower’s obligations under the Credit Agreement, in which case the fees for such agency shall be paid by the Borrower.

(i)             In consideration of the issuance by the Insurer of the Policy, the Borrower shall pay to the Insurer, except during the continuance of any period in which the Insurer is in default of its payment obligations under the Policy, the Premium in such amounts and at such times as are set forth in the Premium Letter, and the Collateral Agent shall remit the Premium to the Insurer as and when required pursuant to Section 3.01(c) of the Credit Agreement, as applicable.

(ii)            Premium paid to the Insurer shall be nonrefundable without regard to whether the Insurer makes any payment under the Policy or any other circumstances relating to the Credit Agreement or provision being made for repayment of the Class A Advances prior to maturity.

(a)       As and when due in accordance with and from the funds specified in Sections 3.01(c)(x) and 3.02(v) of the Credit Agreement, as applicable, the Insurer shall be entitled to reimbursement for each and every payment made by the Insurer under the Policy and for each and every other Reimbursement Amount, which reimbursement shall be due and payable on the date that any amount is paid thereunder, in an amount equal to the amount to be so paid and all amounts previously paid that remain unreimbursed, together with interest on any and all such amounts remaining unreimbursed (to the extent permitted by law, if in respect of any unreimbursed amounts representing interest) from the date such amounts becam