LETTER HAVE NOT BEEN PAID, THIRTY
(30) DAYS) AFTER RECEIPT OF THE RESIGNING COLLATERAL AGENT'S NOTICE OF
RESIGNATION OR REMOVAL, THE RESIGNING COLLATERAL AGENT MAY PETITION A COURT FOR
THE APPOINTMENT OF A SUCCESSOR COLLATERAL AGENT UNLESS AGENT ELECTS, IN ITS SOLE
AND ABSOLUTE DISCRETION, TO ASSUME THE RIGHTS AND OBLIGATIONS OF COLLATERAL
AGENT ITSELF. IN CONNECTION WITH ANY REMOVAL OF OR RESIGNATION BY COLLATERAL
AGENT, (A) THE REMOVED OR RESIGNING COLLATERAL AGENT SHALL (1) DULY ASSIGN,
TRANSFER AND DELIVER TO THE SUCCESSOR COLLATERAL AGENT THIS AGREEMENT AND ALL
MONEY AND PERMITTED INVESTMENTS HELD BY IT HEREUNDER, (2) EXECUTE SUCH FINANCING
STATEMENTS AND OTHER INSTRUMENTS AS MAY BE NECESSARY TO ASSIGN TO THE SUCCESSOR
COLLATERAL AGENT THE SECURITY INTEREST EXISTING IN FAVOR OF THE RETIRING
COLLATERAL AGENT HEREUNDER,
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AND TO OTHERWISE GIVE EFFECT TO SUCH SUCCESSION AND (3) TAKE SUCH OTHER ACTIONS
AS MAY BE REASONABLY REQUIRED BY BORROWER, AGENT OR THE SUCCESSOR COLLATERAL
AGENT IN CONNECTION WITH THE FOREGOING AND (B) THE SUCCESSOR' COLLATERAL AGENT
SHALL ESTABLISH IN ITS NAME, AS AGENT FOR THE LENDERS, AS SECURED PARTY, THE
COLLECTION ACCOUNT AND RESERVE ACCOUNT AS BORROWER IS REQUIRED TO MAINTAIN
PURSUANT TO THE TERMS OF THIS AGREEMENT.
(J)
INDIVIDUAL CAPACITY.
COLLATERAL AGENT AND ITS AFFILIATES MAY
MAKE LOANS TO, ACCEPT DEPOSITS FROM AND GENERALLY ENGAGE IN ANY KIND OF BUSINESS
WITH BORROWER OR ANY AFFILIATE, AS THOUGH COLLATERAL AGENT WERE NOT COLLATERAL
AGENT HEREUNDER, OR UNDER THE OTHER LOAN DOCUMENTS.
SECTION 3.19.
INDEMNITY.
IF BORROWER MAKES A PREPAYMENT OF THE
ADVANCES ON ANY DAY WHICH IS NOT A PAYMENT DATE OR DEFAULTS IN MAKING A
PREPAYMENT AFTER HAVING GIVEN A NOTICE IN ACCORDANCE WITH SECTION 2.6 OF
PREPAYMENT OF ADVANCES, THE BORROWER SHALL INDEMNIFY THE LENDERS AND HOLD THE
LENDERS HARMLESS FROM ANY ACTUAL LOSS OR EXPENSE (EXCLUDING ANY LOST PROFIT OR
OPPORTUNITY COST) WHICH THE LENDERS MAY SUSTAIN OR INCUR ARISING FROM (A) THE
RE-EMPLOYMENT OF FUNDS OBTAINED BY THE LENDERS TO MAINTAIN THE ADVANCES
HEREUNDER OR (B) FEES PAYABLE TO TERMINATE THE DEPOSITS FROM WHICH SUCH FUNDS
WERE OBTAINED, IN EITHER CASE, WHICH ACTUAL LOSS OR EXPENSE SHALL BE EQUAL TO AN
AMOUNT EQUAL TO THE EXCESS, AS REASONABLY DETERMINED BY THE LENDER, OF (I) ITS
COST OF OBTAINING FUNDS FOR SUCH ADVANCES FOR THE PERIOD FROM THE DATE OF SUCH
PAYMENT THROUGH THE FOLLOWING PAYMENT DATE OVER (II) THE AMOUNT OF INTEREST
LIKELY TO BE REALIZED BY SUCH LENDER IN REDEPLOYING THE FUNDS NOT UTILIZED BY
REASON OF SUCH PAYMENT FOR SUCH PERIOD. THIS SECTION 3.19 SHALL SURVIVE
TERMINATION OF THIS LOAN AGREEMENT AND PAYMENT OF THE NOTE.
SECTION 3.20.
INABILITY TO DETERMINE INTEREST RATE; ILLEGALITY.
(A)
IF PRIOR TO THE FIRST DAY OF ANY INTEREST ACCRUAL PERIOD,
(I) LENDER SHALL HAVE DETERMINED (WHICH DETERMINATION SHALL BE CONCLUSIVE AND
BINDING UPON BORROWER) THAT, BY REASON OF CIRCUMSTANCES AFFECTING THE RELEVANT
MARKET, ADEQUATE AND REASONABLE MEANS DO NOT EXIST FOR ASCERTAINING LIBOR FOR
SUCH INTEREST ACCRUAL PERIOD, OR (II) LIBOR DETERMINED OR TO BE DETERMINED