(I) IN CONNECTION WITH THE
PREPARATION, NEGOTIATION, EXECUTION AND DELIVERY OF THIS LOAN AGREEMENT, THE
OTHER OPERATIVE DOCUMENTS AND ANY DOCUMENTS OR INSTRUMENTS DELIVERED PURSUANT
HERETO AND THERETO AND THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY
(INCLUDING THE PERFECTION OR PROTECTION OF THE COLLATERAL) AND (II) FROM TIME TO
TIME (A) RELATING TO ANY AMENDMENTS, WAIVERS OR CONSENTS UNDER THIS LOAN
AGREEMENT AND THE OTHER OPERATIVE DOCUMENTS, (B) ARISING IN CONNECTION WITH THE
LENDER'S, ANY BANK INVESTOR'S OR THE AGENT'S ENFORCEMENT OR PRESERVATION OF
RIGHTS (INCLUDING THE PERFECTION AND PROTECTION OF THE COLLATERAL UNDER THE CTA
AGREEMENT AND THIS LOAN AGREEMENT) OR (C) ARISING IN CONNECTION WITH ANY AUDIT,
DISPUTE, DISAGREEMENT, LITIGATION OR PREPARATION FOR LITIGATION INVOLVING THIS
LOAN AGREEMENT OR ANY OF THE OTHER OPERATIVE DOCUMENTS (ALL OF SUCH AMOUNTS,
COLLECTIVELY, "TRANSACTION COSTS").
(B)
THE BORROWER SHALL PAY THE LENDER OR THE BANK INVESTORS, AS
APPLICABLE, ON DEMAND AN EARLY COLLECTION FEE DUE ON ACCOUNT OF THE REDUCTION OF
THE NET INVESTMENT ON A DAY PRIOR TO A REMITTANCE DATE.
36
(C)
THE BORROWER SHALL PAY THE AGENT FOR THE ACCOUNT OF THE LENDER AND
THE BANK INVESTORS, AS APPLICABLE, ON DEMAND, SUCH AMOUNT OR AMOUNTS AS SHALL
COMPENSATE THE LENDERS AND ANY BANK INVESTORS FOR ANY LOSS, COST OR REASONABLE
EXPENSE INCURRED BY THE LENDER OR BANK INVESTORS (AS REASONABLY DETERMINED BY
THE AGENT) AS A RESULT OF ANY REDUCTION OF ANY PORTION OF ANY LOAN OTHER THAN ON
THE MATURITY DATE OF THE COMMERCIAL PAPER (OR OTHER FINANCING SOURCE) FUNDING
SUCH PORTION OF ANY LOAN, SUCH COMPENSATION TO BE (I) LIMITED TO AN AMOUNT EQUAL
TO ANY LOSS OR EXPENSE SUFFERED BY THE LENDER OR THE BANK INVESTORS DURING THE
PERIOD FROM THE DATE OF RECEIPT OF SUCH REPAYMENT TO (BUT EXCLUDING) THE
MATURITY DATE OF SUCH COMMERCIAL PAPER (OR OTHER FINANCING SOURCE) AND (II) NET
OF THE INCOME, IF ANY, RECEIVED BY THE RECIPIENT OF SUCH REDUCTIONS FROM
INVESTING THE PROCEEDS OF SUCH REDUCTIONS OF SUCH PORTION OF ANY LOAN.
THE
DETERMINATION BY THE AGENT OF THE AMOUNT OF ANY SUCH LOSS OR EXPENSE SHALL BE
SET FORTH IN A WRITTEN NOTICE TO THE BORROWER IN REASONABLE DETAIL AND SHALL BE
CONCLUSIVE, ABSENT MANIFEST ERROR AND SHALL BE ACCOMPANIED BY REASONABLY
APPROPRIATE BACK-UP MATERIALS WITH RESPECT TO SUCH AMOUNTS.
(D)
THE LENDER, OR ITS AGENT, SHALL MAINTAIN A REGISTER (THE
"REGISTER") ON WHICH IT WILL RECORD THE LENDER'S RIGHTS HEREUNDER, AND EACH
ASSIGNMENT AND ASSUMPTION AGREEMENT.
THE REGISTER SHALL INCLUDE THE NAMES AND
ADDRESSES OF THE LENDER (INCLUDING ALL ASSIGNEES AND SUCCESSORS) AND THE
PERCENTAGE OR PORTION OF SUCH RIGHTS AND OBLIGATIONS ASSIGNED.
SECTION 7.5.
PAYMENT.
ALL AMOUNTS REQUIRED TO BE PAID BY THE
BORROWER UNDER THIS ARTICLE VII (OTHER THAN LEGAL FEES TO BE PAID ON THE CLOSING
DATE PURSUANT TO SECTION 7.4(A)(I)) SHALL BE PAID FROM THE FUNDS SPECIFIED IN
AND IN ACCORDANCE WITH SECTION 4.1(D)(VIII) AND (IX) OF THE CTA AGREEMENT.
ARTICLE 8
MISCELLANEOUS
SECTION 8.1.
TERM OF AGREEMENT.
THIS LOAN AGREEMENT SHALL