PENDING ACCOUNT.
(A)
THE BORROWER OR THE SERVICER ON ITS BEHALF SHALL CAUSE TO BE
ESTABLISHED, ON OR BEFORE THE CLOSING DATE, AND MAINTAINED IN THE NAME OF THE
BORROWER AND ASSIGNED TO THE ADMINISTRATIVE AGENT AS AGENT FOR THE SECURED
PARTIES PURSUANT TO THIS AGREEMENT AND A DEPOSIT ACCOUNT CONTROL AGREEMENT, WITH
AN OFFICE OR BRANCH OF A DEPOSITORY INSTITUTION OR TRUST COMPANY ORGANIZED UNDER
THE LAWS OF THE UNITED STATES OR ANY ONE OF THE STATES THEREOF OR THE DISTRICT
OF COLUMBIA (OR ANY DOMESTIC BRANCH OF A FOREIGN BANK) A SEGREGATED CORPORATE
TRUST ACCOUNT (THE "PENDING ACCOUNT") FOR THE PURPOSE OF RECEIVING (I) PROCEEDS
OF ADVANCES AND (II) PRINCIPAL COLLECTIONS TRANSFERRED FROM THE COLLECTION
ACCOUNT, AND FUNDING PURCHASES OF UNRESTRICTED ELIGIBLE LOANS THEREFROM.
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(B)
THE BORROWER MAY TRANSFER PRINCIPAL COLLECTIONS FROM THE
COLLECTION ACCOUNT TO THE PENDING ACCOUNT, SO LONG AS (I) THE CONDITIONS TO
ADVANCES DESCRIBED IN SECTION 3.2 ARE MET, MUTATIS MUTANDIS, OTHER THAN THE
REQUIREMENT THAT A BORROWER NOTICE CONTAINING CERTIFICATION THERETO HAS BEEN
DELIVERED AND (II) IN THE REASONABLE DETERMINATION OF THE SERVICER AND THE
BORROWER, SUCH COLLECTIONS SHALL NOT BE NECESSARY TO MAKE PAYMENTS PURSUANT TO
CLAUSES FIRST THROUGH ELEVENTH ABOVE ON THE NEXT PAYMENT DATE PURSUANT TO
SECTION 2.8(A) ABOVE.
(C)
FUNDS DEPOSITED IN THE PENDING ACCOUNT SHALL BE USED TO PURCHASE
UNRESTRICTED ELIGIBLE LOANS WITHIN 3 BUSINESS DAYS OF DEPOSIT.
ANY FUNDS NOT
USED WITHIN SUCH 3 BUSINESS DAY PERIOD SHALL, UNLESS OTHERWISE APPROVED BY THE
ADMINISTRATIVE AGENT IN ITS SOLE DISCRETION, BE USED TO MAKE A PREPAYMENT OF THE
ADVANCES OUTSTANDING PURSUANT TO SECTION 2.3(B).
NOTICE OF SUCH PREPAYMENT
SHALL BE GIVEN ON THE BUSINESS DAY IMMEDIATELY SUCCEEDING THE EXPIRATION OF SUCH
3 BUSINESS DAY PERIOD, AND SUCH PREPAYMENT SHALL TAKE PLACE ON THE EARLIEST
POSSIBLE BUSINESS DAY FOLLOWING SUCH NOTICE.
ARTICLE III
CONDITIONS OF EFFECTIVENESS AND ADVANCES
SECTION 3.1
CONDITIONS TO EFFECTIVENESS AND ADVANCES.
No Lender shall be obligated to make any Advance hereunder from and after the
Effective Date, nor shall any Lender, the Administrative Agent or the Managing
Agents be obligated to take, fulfill or perform any other action hereunder,
until the following conditions have been satisfied, in the sole discretion of,
or waived in writing by, the Managing Agents:
(A)
THIS AGREEMENT AND ALL OTHER TRANSACTION DOCUMENTS AND EACH
LIQUIDITY AGREEMENT OR COUNTERPARTS HEREOF OR THEREOF SHALL HAVE BEEN DULY
EXECUTED BY, AND DELIVERED TO, THE PARTIES HERETO AND THERETO AND THE
ADMINISTRATIVE AGENT SHALL HAVE RECEIVED SUCH OTHER DOCUMENTS, INSTRUMENTS,
AGREEMENTS AND LEGAL OPINIONS AS ANY MANAGING AGENT SHALL REASONABLY REQUEST IN
CONNECTION WITH THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT, ON OR PRIOR TO
THE EFFECTIVE DATE, EACH IN FORM AND SUBSTANCE SATISFACTORY TO THE
ADMINISTRATIVE AGENT;
(B)
THE BORROWER SHALL HAVE PAID ALL FEES REQUIRED TO BE PAID BY IT ON
THE EFFECTIVE DATE, INCLUDING ALL FEES REQUIRED HEREUNDER AND UNDER THE FEE
LETTERS TO BE PAID AS OF SUCH DATE, AND SHALL HAVE REIMBURSED EACH LENDER AND
THE ADMINISTRATIVE AGENT