Common use of Borrower Loan Repayment Clause in Contracts

Borrower Loan Repayment. (a) The Borrower Loan shall be evidenced by the Borrower Note which shall be executed by the Borrower in the form attached hereto as Exhibit A. The Borrower agrees to pay to the Bank, as agent of the Governmental Lender under the Assignment Agreement, principal of and interest on the Borrower Loan at the times, in the manner, in the amount and at the rate of interest provided in the Borrower Note and this Borrower Loan Agreement. (b) The Borrower further agrees to pay all taxes and assessments, general or special, including, without limitation, all ad valorem taxes, concerning or in any way related to the Project, or any part thereof, and any other governmental charges and impositions whatsoever, foreseen or unforeseen, and all utility and other charges and assessments with respect thereto; provided, however, that the Borrower reserves the right to contest in good faith the legality of any tax or governmental charge concerning or in any way related to the Project. In addition, the Borrower agrees to pay any loan fee, processing fee and all title, escrow, recording and closing costs and expenses (including legal fees), any appraisal costs and all other reasonable fees and costs associated with or required in connection with the Governmental Lender Note, the Regulatory Agreement and Bank Loan Agreement; including but not limited to any such amounts described in Section 5.1(c) of the Bank Loan Agreement. (c) The Borrower hereby acknowledges and consents to the assignment by the Governmental Lender to the Bank of its rights under this Borrower Loan Agreement (excepting only the Governmental Lender’s rights under Section 6.7 hereof; and its retained rights under Sections 2.3, 2.4, 5.1(b), 5.1(d), 7.4, 8.7, 8.12 and 8.13 hereunder, together with its rights to receive notice and consent to amendments pursuant to the Loan Documents to which it is a party), and the appointment of the Bank as agent of the Governmental Lender to collect the payments on the Borrower Loan, all as set forth in the Assignment Agreement. (d) In addition to such payments as provided in this Section 5.1, the Borrower shall also pay to the Governmental Lender or the Bank, as the case may be, “Additional Payments,” as follows: (i) All taxes and assessments of any type or character charged to the Governmental Lender or the Bank affecting the amount available to the Governmental Lender or the Bank from payments to be received hereunder or in any way arising due to the transactions contemplated hereby (including taxes and assessments assessed or levied by any public agency or governmental authority of whatsoever character having power to levy taxes or assessments) but excluding franchise taxes based upon the capital and/or income of the Bank and taxes based upon or measured by the net income of the Bank; provided, however, that the Borrower shall have the right to protest any such taxes or assessments and to require the Governmental Lender or the Bank, at the Borrower’s expense, to protest and contest any such taxes or assessments levied upon them and that the Borrower shall have the right to withhold payment of any such taxes or assessments pending disposition of any such protest or contest unless such withholding, protest or contest would adversely affect the rights or interests of the Governmental Lender or the Bank; (ii) The reasonable fees and expenses of such accountants, consultants, attorneys and other experts as may be engaged by the Bank or the Governmental Lender to prepare audits, financial statements, reports, opinions or provide such other services required under the Bank Loan Documents; and (iii) The Governmental Lender Issuance Fee, the Governmental Lender Annual Fee and the reasonable fees and expenses of the Governmental Lender or any agent or attorney selected by the Governmental Lender to act on its behalf in connection with the Bank Loan Documents or the Loan Documents, including, without limitation, any and all reasonable expenses incurred in connection with the authorization, issuance, sale and delivery of any such Governmental Lender Note or in connection with any litigation, investigation or other proceeding which may at any time be instituted involving this Borrower Loan Agreement, the Bank Loan Documents or the Loan Documents or any of the other documents contemplated thereby, or in connection with the reasonable supervision or inspection of the Borrower, its properties, assets or operations or otherwise in connection with the administration of the Bank Loan Documents and the Loan Documents. (iv) Any amounts due and payable by the Borrower as arbitrage rebate under Section 148 of the Code, pursuant to Borrower’s covenants and agreements with respect thereto in this Borrower Loan Agreement, the Subordinate Borrower Loan Agreement, the Regulatory Agreement and the Tax Certificate. Such Additional Payments shall be billed to the Borrower by the Governmental Lender from time to time, together with a statement certifying that the amount billed has been incurred or paid by the Governmental Lender for one or more of the above items. After such a demand, amounts so billed shall be paid by the Borrower within thirty (30) days after the date of invoice. Notwithstanding the foregoing, the Governmental Lender shall not be required to submit a xxxx to the Borrower for payment of the Governmental Lender Issuance Fee, the Governmental Lender Annual Fee or any amounts due with respect to arbitrage rebate under Section 148 of the Code, the calculation and payment for which is the responsibility of the Borrower. As provided in Section 7(d) of the Regulatory Agreement, the Governmental Lender Issuance Fee and the initial Governmental Lender Annual Fee shall be paid to the Governmental Lender by the Borrower on the Closing Date. Thereafter, the Governmental Lender Annual Fee shall be due and payable by the Borrower in advance on November 1 of each year commencing with the first such date following the Closing Date. The Borrower’s obligation to pay the Governmental Lender Issuance Fee and the Governmental Lender Annual Fee shall in no way limit amounts payable by the Borrower to the Governmental Lender under the Bank Loan Documents, including for the enforcement thereof, but the Governmental Lender does agree to apply the Governmental Lender Annual Fee to the payment of any third party administrator appointed by it to administer the Regulatory Agreement to the extent of its fees for ordinary duties as administrator thereunder. These obligations in this Section 5.1(d) and those in Section 6.7 shall remain valid and in effect notwithstanding repayment of the loan hereunder or termination of this Borrower Loan Agreement or the Bank Loan Agreement.

Borrower Loan Repayment. (a) The Borrower Loan shall be evidenced by the Borrower Note Notes which shall be executed by the Borrower in the form attached hereto as Exhibit A. The Borrower agrees to pay to the Bank, as agent of the Governmental Lender under the Assignment Agreement, principal of of, any applicable Prepayment Premium and interest on the Borrower Loan at the times, in the manner, in the amount and at the rate of interest provided in the Borrower Note Notes and this Borrower Loan Agreement. (b) The Borrower further agrees to pay all taxes and assessments, general or special, including, without limitation, all ad valorem taxes, concerning or in any way related to the Project, or any part thereof, and any other governmental charges and impositions whatsoever, foreseen or unforeseen, and all utility and other charges and assessments with respect thereto; provided, however, that the Borrower reserves the right to contest in good faith the legality of any tax or governmental charge concerning or in any way related to the Project. In addition, the Borrower agrees to pay any loan fee, processing fee and all title, escrow, recording and closing costs and expenses (including legal fees), any appraisal costs and all other reasonable fees and costs associated with or required in connection with the Governmental Lender NoteNotes, the Regulatory Agreement and Bank Loan Agreement; including but not limited to any such amounts described in Section 5.1(c) of the Bank Loan Agreement. (c) The Borrower hereby acknowledges and consents to the assignment by the Governmental Lender to the Bank of its rights under this Borrower Loan Agreement (excepting only the Governmental Lender’s rights under Section 6.7 hereof; , and its retained rights under Sections 2.3, 2.4, 5.1(b), 5.1(d), 5.1(e), 7.4, 8.7, 8.12 and 8.13 hereunder, together with its rights to receive notice and consent to amendments pursuant to the Loan Documents to which it is a partyDocuments), and the appointment of the Bank as agent of the Governmental Lender to collect the payments on the Borrower Loan, all as set forth in the Assignment Agreement. (d) In addition The Borrower further agrees to such payments pay the annual fee of the Governmental Lender and other fees and expenses due the Governmental Lender as provided described in Sections 7(a) and (q) of the Regulatory Agreement, and within thirty (30) days after receipt of request for payment thereof, all reasonable out-of-pocket expenses of the Governmental Lender related to the Project and the financing thereof that are not otherwise required to be paid by the Borrower under the terms of this Section 5.1Borrower Loan Agreement and are not paid from disbursements of the Borrower Loan, including, without limitation, legal fees and expenses incurred in connection with the interpretation, performance, enforcement or amendment of any documents relating to the Project or the Bank Loan or in connection with any litigation which may at any time be instituted involving this Borrower Loan Agreement, the Regulatory Agreement, the Bank Loan Agreement, the Governmental Lender Notes or any of the other documents contemplated thereby, or in connection with the reasonable supervision or inspection of the Borrower, its properties, assets or operations or otherwise in connection with the administration of the foregoing. (e) Notwithstanding anything to the contrary herein, the Borrower shall also further agrees to pay to the Governmental Lender or the Bank, as the case may be, “Additional Payments,” as follows: (i) All all taxes and assessments of any type or character charged to the Governmental Lender Lender, the Fiscal Agent or to the Bank affecting the amount available to the Governmental Lender Lender, the Fiscal Agent or the Bank from payments to be received hereunder or in any way arising due to the transactions contemplated hereby (including taxes and assessments assessed or levied by any public agency or governmental authority of whatsoever character having power to levy taxes or assessments) but excluding franchise taxes based upon the capital and/or income of the Bank or Fiscal Agent and taxes based upon or measured by the net income of the BankBank or the Fiscal Agent; provided, however, that the Borrower shall have the right to protest any such taxes or assessments and to require the Governmental Lender Lender, the Fiscal Agent or the Bank, at the Borrower’s expense, to protest and contest any such taxes or assessments levied upon them and that the Borrower shall have the right to withhold payment of any such taxes or assessments pending disposition of any such protest or contest unless such withholding, protest or contest would adversely affect the rights or interests of the Governmental Lender or the Bank; (ii) The reasonable fees and expenses of such accountants, consultants, attorneys and other experts as may be engaged by the Bank or the Governmental Lender to prepare audits, financial statements, reports, opinions or provide such other services required under the Bank Loan Documents; and (iii) The Governmental Lender Issuance Fee, the Governmental Lender Annual Fee and the reasonable fees and expenses of the Governmental Lender or any agent or attorney selected by the Governmental Lender to act on its behalf in connection with the Bank Loan Documents or the Loan Documents, including, without limitation, any and all reasonable expenses incurred in connection with the authorization, issuance, sale and delivery of any such Governmental Lender Note or in connection with any litigation, investigation or other proceeding which may at any time be instituted involving this Borrower Loan Agreement, the Bank Loan Documents or the Loan Documents or any of the other documents contemplated thereby, or in connection with the reasonable supervision or inspection of the Borrower, its properties, assets or operations or otherwise in connection with the administration of the Bank Loan Documents and the Loan Documents. (iv) Any amounts due and payable by the Borrower as arbitrage rebate under Section 148 of the Code, pursuant to Borrower’s covenants and agreements with respect thereto in this Borrower Loan Agreement, the Subordinate Borrower Loan Agreement, the Regulatory Agreement and the Tax Certificate. Such Additional Payments shall be billed to the Borrower by the Governmental Lender from time to time, together with a statement certifying that the amount billed has been incurred or paid by the Governmental Lender for one or more of the above items. After such a demand, amounts so billed shall be paid by the Borrower within thirty (30) days after the date of invoice. Notwithstanding the foregoing, the Governmental Lender shall not be required to submit a xxxx to the Borrower for payment of the Governmental Lender Issuance Fee, the Governmental Lender Annual Fee or any amounts due with respect to arbitrage rebate under Section 148 of the Code, the calculation and payment for which is the responsibility of the Borrower. As provided in Section 7(d) of the Regulatory Agreement, the Governmental Lender Issuance Fee and the initial Governmental Lender Annual Fee shall be paid to the Governmental Lender by the Borrower on the Closing Date. Thereafter, the Governmental Lender Annual Fee shall be due and payable by the Borrower in advance on November 1 of each year commencing with the first such date following the Closing Date. The Borrower’s obligation to pay the Governmental Lender Issuance Fee and the Governmental Lender Annual Fee shall in no way limit amounts payable by the Borrower to the Governmental Lender under the Bank Loan Documents, including for the enforcement thereof, but the Governmental Lender does agree to apply the Governmental Lender Annual Fee to the payment of any third party administrator appointed by it to administer the Regulatory Agreement to the extent of its fees for ordinary duties as administrator thereunder. These obligations in this Section Sections 5.1(d) and 5.1(e) and those in Section 6.7 shall remain valid and in effect notwithstanding repayment of the loan hereunder Borrower Loan or termination of this Borrower Loan Agreement or the Bank Loan Agreement.

Borrower Loan Repayment. (a) The Borrower Loan shall be evidenced by the Borrower Note which shall be executed by the Borrower in the form attached hereto provided by counsel to the Funding Lender as Exhibit A. of the Closing Date. The Borrower agrees to pay to the BankFiscal Agent for disbursement to the Funding Lender, as agent assignee of the Governmental Lender under the Assignment Agreement, principal of and interest on the Borrower Loan at the times, in the manner, in the amount and at the rate of interest provided in the Borrower Note and this Borrower Loan Agreement. Payments of principal and interest on the Borrower Note shall be paid directly to the Fiscal Agent. Prior to the Maturity Date (as defined in the Borrower Note), all payments of interest may be made by automatic withdrawal from the T-29649.004\1790693 Borrower’s Funds Account (as defined in the Construction Funding Agreement) and disbursed to the Fiscal Agent for payment to the Funding Lender, or any other account held by Borrower with Funding Lender. The Funding Lender shall provide a copy of the debt service schedule (the “Debt Service Schedule”) which it prepares in connection with the commencement of amortization of the Borrower Loan to the Fiscal Agent and Governmental Lender. (ba) The Borrower further agrees to pay all taxes and assessments, general or special, including, without limitation, all ad valorem taxes, concerning or in any way related to the Project, or any part thereof, and any other governmental charges and impositions whatsoever, foreseen or unforeseen, and all utility and other charges and assessments with respect thereto; provided, however, that the Borrower reserves the right to contest in good faith the legality of any tax or governmental charge concerning or in any way related to the Project. In addition, the Borrower agrees to pay any loan fee, processing fee and all title, escrow, recording and closing costs and expenses (including legal fees), any appraisal costs and all other reasonable fees and costs associated with or required in connection with the Governmental Lender Note, the Regulatory Agreement and Bank Loan Agreement; including but not limited to any such amounts described in Section 5.1(c) of the Bank Funding Loan Agreement. (cb) The Borrower hereby acknowledges and consents to the assignment by the Governmental Lender to the Bank Funding Lender of its rights under this Borrower Loan Agreement (excepting only the Governmental Lender’s rights under Section 6.7 hereof; and its retained rights under Sections 2.3, 2.4, 5.1(b), 5.1(d), 7.4, 8.7, 8.12 and 8.13 hereunder, together with its rights to receive notice and consent to amendments pursuant to the Loan Documents to which it is a partyUnassigned Rights), and the appointment of the Bank Funding Lender as agent assignee of the Governmental Lender to collect the payments on the Borrower Loan, all as set forth in the Assignment Agreement. (c) The Borrower hereby agrees to pay the amounts described in Section 20 of the Regulatory Agreement. (d) In addition The Borrower agrees to such payments as provided in this Section 5.1, the Borrower shall also pay to the Governmental Lender or the Bankwithin fifteen (15) days after receipt of a written request for payment thereof, as the case may be, “Additional Payments,” as follows: (i) All taxes and assessments of any type or character charged to the Governmental Lender or the Bank affecting the amount available to the Governmental Lender or the Bank from payments to be received hereunder or in any way arising due to the transactions contemplated hereby (including taxes and assessments assessed or levied by any public agency or governmental authority of whatsoever character having power to levy taxes or assessments) but excluding franchise taxes based upon the capital and/or income of the Bank and taxes based upon or measured by the net income of the Bank; provided, however, that the Borrower shall have the right to protest any such taxes or assessments and to require the Governmental Lender or the Bank, at the Borrower’s expense, to protest and contest any such taxes or assessments levied upon them and that the Borrower shall have the right to withhold payment of any such taxes or assessments pending disposition of any such protest or contest unless such withholding, protest or contest would adversely affect the rights or interests of the Governmental Lender or the Bank; (ii) The reasonable fees and expenses of such accountants, consultants, attorneys and other experts as may be engaged by the Bank or the Governmental Lender to prepare audits, financial statements, reports, opinions or provide such other services required under the Bank Loan Documents; and (iii) The Governmental Lender Issuance Fee, the Governmental Lender Annual Fee and the reasonable fees and all expenses of the Governmental Lender or any agent or attorney selected (including salaries and wages of Governmental Lender employees and consultants) related to the Project and the financing thereof that are not otherwise required to be paid by the Governmental Lender to act on its behalf in connection with Borrower under the Bank terms of this Borrower Loan Documents or Agreement and are not paid from disbursements of the Loan DocumentsBorrower Loan, including, without limitation, any legal fees and all reasonable expenses incurred in connection with the authorizationinterpretation, issuanceperformance, sale and delivery enforcement or amendment of any such Governmental Lender Note or in connection with any litigationdocuments relating to the Project, investigation or other proceeding which may at any time be instituted involving this the Borrower Loan Agreement, the Bank Loan Documents or the Loan Documents or any of the other documents contemplated thereby, or in connection with the reasonable supervision or inspection of the Borrower, its properties, assets or operations or otherwise in connection with the administration of the Bank Loan Documents and the Loan DocumentsBorrower Loan. (iv) Any amounts due and payable by the Borrower as arbitrage rebate under Section 148 of the Code, pursuant to Borrower’s covenants and agreements with respect thereto in this Borrower Loan Agreement, the Subordinate Borrower Loan Agreement, the Regulatory Agreement and the Tax Certificate. Such Additional Payments shall be billed to the Borrower by the Governmental Lender from time to time, together with a statement certifying that the amount billed has been incurred or paid by the Governmental Lender for one or more of the above items. After such a demand, amounts so billed shall be paid by the Borrower within thirty (30) days after the date of invoice. Notwithstanding the foregoing, the Governmental Lender shall not be required to submit a xxxx to the Borrower for payment of the Governmental Lender Issuance Fee, the Governmental Lender Annual Fee or any amounts due with respect to arbitrage rebate under Section 148 of the Code, the calculation and payment for which is the responsibility of the Borrower. As provided in Section 7(d) of the Regulatory Agreement, the Governmental Lender Issuance Fee and the initial Governmental Lender Annual Fee shall be paid to the Governmental Lender by the Borrower on the Closing Date. Thereafter, the Governmental Lender Annual Fee shall be due and payable by the Borrower in advance on November 1 of each year commencing with the first such date following the Closing Date. The Borrower’s obligation to pay the Governmental Lender Issuance Fee and the Governmental Lender Annual Fee shall in no way limit amounts payable by the Borrower to the Governmental Lender under the Bank Loan Documents, including for the enforcement thereof, but the Governmental Lender does agree to apply the Governmental Lender Annual Fee to the payment of any third party administrator appointed by it to administer the Regulatory Agreement to the extent of its fees for ordinary duties as administrator thereunder. These obligations in this Section 5.1(d) and those in Section 6.7 shall remain valid and in effect notwithstanding repayment of the loan hereunder or termination of this Borrower Loan Agreement or the Bank Loan Agreement.

Borrower Loan Repayment. (a) The Borrower Loan shall be evidenced by the Borrower Note which shall be executed by the Borrower in the form attached hereto provided by counsel to the Funding Lender as Exhibit A. of the Closing Date. The Borrower agrees to pay to the BankFunding Lender, as agent assignee of the Governmental Lender under the Assignment Agreement, principal of and interest on the Borrower Loan at the times, in the manner, in the amount and at the rate of interest provided in the Borrower Note and this Borrower Loan Agreement. During the Construction Period (as defined in the Borrower Note), all payments of interest shall be made by automatic withdrawal from the Account or the Borrower’s Funds Account (as such terms are defined in the Construction Funding Agreement). (b) The Borrower further agrees to pay all taxes and assessments, general or special, including, without limitation, all ad valorem taxes, concerning or in any way related to the Project, or any part thereof, and any other governmental charges and impositions whatsoever, foreseen or unforeseen, and all utility and other charges and assessments with respect thereto; provided, however, that the Borrower reserves the right to contest in good faith the legality of any tax or governmental charge concerning or in any way related to the Project. In addition, the Borrower agrees to pay any loan fee, processing fee and all title, escrow, recording and closing costs and expenses (including legal fees), any appraisal costs and all other reasonable fees and costs associated with or required in connection with the Governmental Lender Note, the Regulatory Agreement and Bank Loan Agreement; including but not limited to any such amounts described in Section 5.1(c) of the Bank Funding Loan Agreement. (c) The Borrower hereby acknowledges and consents to the assignment by the Governmental Lender to the Bank Funding Lender of its rights under this Borrower Loan Agreement (excepting only the Governmental Lender’s rights under Section 6.7 hereof; and its retained rights under Sections 2.3, 2.4, 5.1(b), 5.1(d), 7.4, 8.7, 8.12 and 8.13 hereunder, together with its rights to receive notice and consent to amendments pursuant to the Loan Documents to which it is a partyUnassigned Rights), and the appointment of the Bank Funding Lender as agent assignee of the Governmental Lender to collect the payments on the Borrower Loan, all as set forth in the Assignment Agreement. (d) In addition The Borrower hereby agrees to such payments as provided pay the amounts described in this Section 5.1, 20 of the Regulatory Agreement. (e) The Borrower shall also agrees to pay to the Governmental Lender or the Bankwithin fifteen (15) days after receipt of a written request for payment thereof, as the case may be, “Additional Payments,” as follows: (i) All taxes and assessments of any type or character charged to the Governmental Lender or the Bank affecting the amount available to the Governmental Lender or the Bank from payments to be received hereunder or in any way arising due to the transactions contemplated hereby (including taxes and assessments assessed or levied by any public agency or governmental authority of whatsoever character having power to levy taxes or assessments) but excluding franchise taxes based upon the capital and/or income of the Bank and taxes based upon or measured by the net income of the Bank; provided, however, that the Borrower shall have the right to protest any such taxes or assessments and to require the Governmental Lender or the Bank, at the Borrower’s expense, to protest and contest any such taxes or assessments levied upon them and that the Borrower shall have the right to withhold payment of any such taxes or assessments pending disposition of any such protest or contest unless such withholding, protest or contest would adversely affect the rights or interests of the Governmental Lender or the Bank; (ii) The reasonable fees and expenses of such accountants, consultants, attorneys and other experts as may be engaged by the Bank or the Governmental Lender to prepare audits, financial statements, reports, opinions or provide such other services required under the Bank Loan Documents; and (iii) The Governmental Lender Issuance Fee, the Governmental Lender Annual Fee and the reasonable fees and all expenses of the Governmental Lender or any agent or attorney selected (including salaries and wages of Governmental Lender employees and consultants) related to the Project and the financing thereof that are not otherwise required to be paid by the Governmental Lender to act on its behalf in connection with Borrower under the Bank terms of this Borrower Loan Documents or Agreement and are not paid from disbursements of the Loan DocumentsBorrower Loan, including, without limitation, any legal fees and all reasonable expenses incurred in connection with the authorizationinterpretation, issuanceperformance, sale and delivery enforcement or amendment of any such Governmental Lender Note or in connection with any litigationdocuments relating to the Project, investigation or other proceeding which may at any time be instituted involving this the Borrower Loan Agreement, the Bank Loan Documents or the Loan Documents or any of the other documents contemplated thereby, or in connection with the reasonable supervision or inspection of the Borrower, its properties, assets or operations or otherwise in connection with the administration of the Bank Loan Documents and the Loan DocumentsBorrower Loan. (iv) Any amounts due and payable by the Borrower as arbitrage rebate under Section 148 of the Code, pursuant to Borrower’s covenants and agreements with respect thereto in this Borrower Loan Agreement, the Subordinate Borrower Loan Agreement, the Regulatory Agreement and the Tax Certificate. Such Additional Payments shall be billed to the Borrower by the Governmental Lender from time to time, together with a statement certifying that the amount billed has been incurred or paid by the Governmental Lender for one or more of the above items. After such a demand, amounts so billed shall be paid by the Borrower within thirty (30) days after the date of invoice. Notwithstanding the foregoing, the Governmental Lender shall not be required to submit a xxxx to the Borrower for payment of the Governmental Lender Issuance Fee, the Governmental Lender Annual Fee or any amounts due with respect to arbitrage rebate under Section 148 of the Code, the calculation and payment for which is the responsibility of the Borrower. As provided in Section 7(d) of the Regulatory Agreement, the Governmental Lender Issuance Fee and the initial Governmental Lender Annual Fee shall be paid to the Governmental Lender by the Borrower on the Closing Date. Thereafter, the Governmental Lender Annual Fee shall be due and payable by the Borrower in advance on November 1 of each year commencing with the first such date following the Closing Date. The Borrower’s obligation to pay the Governmental Lender Issuance Fee and the Governmental Lender Annual Fee shall in no way limit amounts payable by the Borrower to the Governmental Lender under the Bank Loan Documents, including for the enforcement thereof, but the Governmental Lender does agree to apply the Governmental Lender Annual Fee to the payment of any third party administrator appointed by it to administer the Regulatory Agreement to the extent of its fees for ordinary duties as administrator thereunder. These obligations in this Section 5.1(d) and those in Section 6.7 shall remain valid and in effect notwithstanding repayment of the loan hereunder or termination of this Borrower Loan Agreement or the Bank Loan Agreement.