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 LENDER AND ANY COMMERCIAL PAPER
ISSUER THAT FINANCES THE LENDER, THE BANK INVESTORS, THE AGENT, THE
ADMINISTRATIVE TRUSTEE 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 LENDER AND ANY COMMERCIAL PAPER ISSUER THAT FINANCES
THE LENDER OR THE ADMINISTRATIVE TRUSTEE, AS APPLICABLE) AND DISBURSEMENTS (ALL
OF THE FOREGOING BEING COLLECTIVELY REFERRED TO AS "INDEMNIFIED
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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 LENDER (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 THE BORROWER, UNDER OR IN
CONNECTION WITH THIS LOAN AGREEMENT, ANY OF THE OTHER OPERATIVE DOCUMENTS OR ANY
OTHER INFORMATION OR REPORT DELIVERED BY THE BORROWER PURSUANT HERETO, OR
PURSUANT TO ANY OF THE OTHER OPERATIVE DOCUMENTS WHICH SHALL HAVE BEEN
INCOMPLETE, FALSE OR INCORRECT IN ANY RESPECT WHEN MADE OR DEEMED MADE;
(B)
THE FAILURE BY THE BORROWER TO COMPLY WITH ANY APPLICABLE LAW WITH
RESPECT TO ANY ACCOUNT, OR THE NONCONFORMITY OF ANY ACCOUNT WITH ANY SUCH
APPLICABLE LAW;
(C)
THE FAILURE TO CREATE AND MAINTAIN A VALID AND PERFECTED FIRST
PRIORITY SECURITY INTEREST IN FAVOR OF THE TRUSTEE, FOR THE BENEFIT OF THE
SECURED PARTIES, IN THE COLLATERAL, FREE AND CLEAR OF ANY ADVERSE CLAIM;
(D)
THE FAILURE TO FILE OR RECORD, OR ANY DELAY IN FILING OR
RECORDING, FINANCING STATEMENTS, CONTINUATION STATEMENTS, MORTGAGES OR OTHER
SIMILAR INSTRUMENTS OR DOCUMENTS UNDER THE UCC OF ANY APPLICABLE JURISDICTION OR
OTHER APPLICABLE LAWS WITH RESPECT TO ANY OF THE AFFECTED ASSETS;
(E)
ANY DISPUTE, CLAIM, OFFSET OR DEFENSE (OTHER THAN DISCHARGE IN
BANKRUPTCY) OF THE OBLIGOR TO THE PAYMENT