the Commitments hereunder, assist in the preparation of
informational materials for such syndication.
(F)
A LENDER MAY FURNISH ANY INFORMATION CONCERNING THE BORROWER, THE
ORIGINATOR, THE SERVICER AND/OR THE RECEIVABLES IN THE POSSESSION OF SUCH LENDER
FROM TIME TO TIME TO ASSIGNEES AND PARTICIPANTS (INCLUDING PROSPECTIVE ASSIGNEES
AND PARTICIPANTS).
EACH LENDER SHALL OBTAIN FROM ALL PROSPECTIVE AND ACTUAL
ASSIGNEES OR PARTICIPANTS CONFIDENTIALITY COVENANTS SUBSTANTIALLY EQUIVALENT TO
THOSE CONTAINED IN SECTION 12.05.
SECTION 12.03.
TERMINATION; SURVIVAL OF BORROWER OBLIGATIONS UPON COMMITMENT
TERMINATION DATE.
(A)
THIS AGREEMENT SHALL CREATE AND CONSTITUTE THE CONTINUING
OBLIGATIONS OF THE PARTIES HERETO IN ACCORDANCE WITH ITS TERMS, AND SHALL REMAIN
IN FULL FORCE AND EFFECT UNTIL THE TERMINATION DATE.
(B)
EXCEPT AS OTHERWISE EXPRESSLY PROVIDED HEREIN OR IN ANY OTHER
RELATED DOCUMENT, NO TERMINATION OR CANCELLATION (REGARDLESS OF CAUSE OR
PROCEDURE) OF ANY COMMITMENT MADE BY ANY AFFECTED PARTY UNDER THIS AGREEMENT
SHALL IN ANY WAY AFFECT OR IMPAIR THE OBLIGATIONS, DUTIES AND LIABILITIES OF THE
BORROWER OR THE RIGHTS OF ANY AFFECTED PARTY RELATING TO ANY UNPAID PORTION OF
THE BORROWER OBLIGATIONS, DUE OR NOT DUE, LIQUIDATED, CONTINGENT OR UNLIQUIDATED
OR ANY TRANSACTION OR EVENT OCCURRING PRIOR TO SUCH TERMINATION, OR ANY
TRANSACTION OR EVENT, THE PERFORMANCE OF WHICH IS REQUIRED AFTER THE COMMITMENT
TERMINATION DATE.
EXCEPT AS OTHERWISE EXPRESSLY PROVIDED HEREIN OR IN ANY OTHER
RELATED DOCUMENT, ALL UNDERTAKINGS, AGREEMENTS, COVENANTS, WARRANTIES AND
REPRESENTATIONS OF OR BINDING UPON THE BORROWER AND ALL RIGHTS OF ANY AFFECTED
PARTY HEREUNDER, ALL AS CONTAINED IN THE RELATED DOCUMENTS, SHALL NOT TERMINATE
OR EXPIRE, BUT RATHER SHALL SURVIVE ANY SUCH TERMINATION OR CANCELLATION AND
SHALL CONTINUE IN FULL FORCE AND EFFECT UNTIL THE TERMINATION DATE; PROVIDED,
THAT THE RIGHTS AND REMEDIES PROVIDED FOR HEREIN WITH RESPECT TO ANY BREACH OF
ANY REPRESENTATION OR WARRANTY MADE BY THE BORROWER PURSUANT TO ARTICLE IV, THE
INDEMNIFICATION AND PAYMENT PROVISIONS OF ARTICLE X AND SECTIONS 11.05, 12.05,
12.14 AND 12.15 SHALL BE CONTINUING AND SHALL SURVIVE THE TERMINATION DATE.
SECTION 12.04.
COSTS, EXPENSES AND TAXES.
(A)
SUBJECT TO THE TERMS OF
SECTION 7.05(B) HEREOF, THE BORROWER SHALL REIMBURSE THE ADMINISTRATIVE AGENT
FOR ALL REASONABLE OUT OF POCKET EXPENSES INCURRED IN CONNECTION WITH THE
NEGOTIATION AND PREPARATION OF THIS AGREEMENT AND THE OTHER RELATED DOCUMENTS
(INCLUDING THE REASONABLE FEES AND EXPENSES OF ALL OF ITS SPECIAL COUNSEL,
ADVISORS, CONSULTANTS AND AUDITORS RETAINED IN CONNECTION WITH THE TRANSACTIONS
CONTEMPLATED THEREBY AND ADVICE IN CONNECTION THEREWITH).
THE BORROWER SHALL
REIMBURSE EACH LENDER AND THE ADMINISTRATIVE AGENT FOR ALL FEES, REASONABLE
COSTS AND EXPENSES, INCLUDING THE FEES, COSTS AND EXPENSES OF COUNSEL OR OTHER
ADVISORS FOR ADVICE, ASSISTANCE, OR OTHER REPRESENTATION IN CONNECTION WITH:
(I)
THE FORWARDING TO THE BORROWER OR ANY OTHER PERSON ON BEHALF OF
THE BORROWER BY ANY LENDER OF ANY PROCEEDS OF ADVANCES MADE BY SUCH LENDER
HEREUNDER;
55
(II)
ANY AMENDMENT, MODIFICATION OR WAIVER OF, CONSENT WITH RESPECT
TO, OR TERMINATION OF THIS AGREEMENT OR ANY OF THE OTHER RELATED DOCUMENTS OR
ADVICE IN CONNECTION WITH THE ADMINISTRATION HEREOF