PRINCIPAL AMOUNT OF THE
VFN, TOGETHER WITH ACCRUED AND UNPAID INTEREST THEREON, SHALL BECOME IMMEDIATELY
DUE AND PAYABLE AND THE FACILITY TERMINATION DATE SHALL HAVE OCCURRED.
UPON THE
OCCURRENCE OF AN EVENT OF DEFAULT, THE TRUSTEE MAY, AND IF DIRECTED BY THE
CONTROLLING PARTY, SHALL, PROCEED TO PROTECT AND ENFORCE ITS RIGHTS AND THE
RIGHTS OF THE SECURED PARTIES, INCLUDING ITS AND THEIR RIGHTS UNDER THE
OPERATIVE DOCUMENTS, AND TO ENFORCE ANY OTHER PROPER REMEDY OR LEGAL OR
EQUITABLE RIGHT VESTED IN THE TRUSTEE BY THIS LOAN AGREEMENT, THE CTA AGREEMENT
OR ANY OTHER OPERATIVE DOCUMENT OR BY LAW, BY SUCH APPROPRIATE ACTIONS AND
PROCEEDINGS AS THE TRUSTEE SHALL DEEM MOST EFFECTIVE OR AS SO DIRECTED.
UPON
THE DECLARATION OF AN EVENT OF DEFAULT, THE CONTROLLING PARTY, IN ADDITION TO
ALL OTHER RIGHTS AND REMEDIES IT HAS UNDER THE OPERATIVE DOCUMENTS, SHALL HAVE
ALL OTHER RIGHTS AND REMEDIES PROVIDED UNDER THE UCC AND ALL OTHER APPLICABLE
LAWS.
THE FACILITY TERMINATION DATE SHALL BE DEEMED TO HAVE OCCURRED
AUTOMATICALLY UPON THE OCCURRENCE OF ANY EVENT DESCRIBED IN CLAUSE (F) OF
SECTION 6.1 WITH RESPECT TO THE BORROWER.
(B)
IF A FACILITY TERMINATION EVENT SHALL HAVE OCCURRED, THE
CONTROLLING PARTY MAY DECLARE THE FACILITY TERMINATION DATE TO HAVE OCCURRED AND
UPON SUCH DECLARATION, THE FACILITY TERM SHALL TERMINATE.
ARTICLE 7
INDEMNIFICATION; EXPENSES; RELATED MATTERS
SECTION 7.1.
INDEMNITIES BY THE BORROWER.
WITHOUT LIMITING ANY OTHER
RIGHTS WHICH THE INDEMNIFIED PARTIES MAY HAVE HEREUNDER OR UNDER APPLICABLE LAW,
THE BORROWER HEREBY AGREES TO INDEMNIFY THE LENDERS AND ANY COMMERCIAL PAPER
ISSUER THAT FINANCES THE LENDERS, THE BANK INVESTORS, THE AGENT, THE MANAGING
AGENTS, THE SURETY PROVIDER AND THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES,
COUNSEL AND OTHER AGENTS (COLLECTIVELY, "INDEMNIFIED PARTIES") FROM AND AGAINST
ANY AND ALL DAMAGES, LOSSES, CLAIMS, LIABILITIES, COSTS AND EXPENSES, INCLUDING
REASONABLE ATTORNEYS' FEES (WHICH SUCH ATTORNEYS MAY BE EMPLOYEES OF THE BANK
INVESTORS, THE AGENT, THE MANAGING AGENTS OR THE LENDERS AND ANY COMMERCIAL
PAPER ISSUER THAT FINANCES THE LENDERS, AS APPLICABLE) AND DISBURSEMENTS (ALL OF
THE FOREGOING BEING COLLECTIVELY REFERRED TO AS "INDEMNIFIED AMOUNTS") AWARDED
AGAINST OR INCURRED BY ANY OF THEM IN ANY ACTION OR PROCEEDING BETWEEN THE
BORROWER) AND ANY OF THE INDEMNIFIED PARTIES OR BETWEEN ANY OF THE INDEMNIFIED
PARTIES AND ANY THIRD PARTY OR OTHERWISE ARISING OUT OF OR AS A RESULT OF THIS
LOAN AGREEMENT, THE OTHER OPERATIVE DOCUMENTS, THE FUNDING OR MAINTENANCE,
EITHER DIRECTLY OR INDIRECTLY, BY THE AGENT, THE MANAGING AGENTS, THE LENDERS
(INCLUDING THROUGH ANY PROGRAM SUPPORT PROVIDER) OR ANY BANK INVESTOR OF THE NET
INVESTMENT OR ANY OF THE OTHER TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY,
EXCLUDING, HOWEVER, (I) INDEMNIFIED AMOUNTS TO THE EXTENT RESULTING FROM GROSS
NEGLIGENCE OR WILLFUL MISCONDUCT ON THE PART OF SUCH INDEMNIFIED PARTY, OR (II)
RECOURSE (EXCEPT AS OTHERWISE SPECIFICALLY PROVIDED IN THIS AGREEMENT) FOR
UNCOLLECTIBLE ACCOUNTS.
WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, THE
BORROWER SHALL INDEMNIFY EACH INDEMNIFIED PARTY FOR INDEMNIFIED AMOUNTS RELATING
TO OR RESULTING FROM:
(A)
ANY REPRESENTATION OR WARRANTY MADE BY