BY THE MASTER SERVICER AFTER THE CUT-OFF DATE BUT
MORE THAN THREE (3) BUSINESS DAYS PRIOR TO THE LOAN DATE, WILL HAVE BEEN
DEPOSITED IN THE HOLDING ACCOUNT IN ACCORDANCE WITH SECTION 2.7 OF THE MASTER
SERVICING AGREEMENT.
Any document, instrument, certificate or notice delivered to the Agent or the
Administrative Trustee under this Loan Agreement shall be deemed a
representation and warranty by the Borrower.
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SECTION 3.2.
REAFFIRMATION OF REPRESENTATIONS AND WARRANTIES BY THE
BORROWER.
ON EACH DAY THAT A LOAN IS MADE HEREUNDER, THE BORROWER, BY ACCEPTING
THE PROCEEDS OF SUCH LOAN, SHALL BE DEEMED TO HAVE CERTIFIED THAT ALL
REPRESENTATIONS AND WARRANTIES DESCRIBED IN SECTION 3.1 ARE TRUE AND CORRECT ON
AND AS OF SUCH DAY AS THOUGH MADE ON AND AS OF SUCH DAY.
ARTICLE 4
CONDITIONS PRECEDENT
SECTION 4.1.
CONDITIONS TO EFFECTIVENESS.
ON OR PRIOR TO THE DATE
HEREOF, THE AGENT SHALL HAVE RECEIVED THE FOLLOWING DOCUMENTS, EACH OF WHICH
SHALL BE IN A FORM AND SUBSTANCE ACCEPTABLE TO EACH OF THEM, OR THE FOLLOWING
ACTIONS SHALL HAVE OCCURRED:
(A)
THE AGENT, THE CUSTODIAN AND THE TRUSTEE SHALL HAVE RECEIVED AN
OPINION OF COUNSEL TO EACH OF THE CUSTODIAN AND THE TRUSTEE, IN FORM AND
SUBSTANCE SATISFACTORY TO THE AGENT;
(B)
(I) THE AGENT, THE CUSTODIAN AND THE TRUSTEE SHALL HAVE RECEIVED
THIS LOAN AGREEMENT, THE BAT AGREEMENT, THE DAT AGREEMENT, THE MASTER SERVICING
AGREEMENT, THE BACK-UP SERVICING AGREEMENT, THE SUBSERVICING AGREEMENT AND THE
CTA AGREEMENT, DULY EXECUTED BY THE PARTIES THERETO; AND
(C)
THE AGENT SHALL HAVE RECEIVED SUCH OTHER APPROVALS, DOCUMENTS,
INSTRUMENTS, CERTIFICATES AND OPINIONS AS IT SHALL REASONABLY REQUEST.
SECTION 4.2.
CONDITIONS TO EACH LOAN.
NO LOAN SHALL BE MADE
HEREUNDER, AND THE BANK INVESTORS SHALL HAVE NO OBLIGATION TO MAKE ANY LOAN,
UNLESS THE FOLLOWING CONDITIONS HAVE BEEN SATISFIED:
(A)
THE AGENT SHALL HAVE RECEIVED AN OFFICERS' CERTIFICATE FROM THE
BORROWER STATING THAT:
(I)
NO EVENT OF DEFAULT, POTENTIAL EVENT OF
DEFAULT, POTENTIAL FACILITY TERMINATION EVENT OR FACILITY TERMINATION EVENT
SHALL HAVE OCCURRED AND THE LOAN TO BE MADE ON SUCH DATE WILL NOT RESULT IN ANY
BREACH OF ANY OF THE TERMS, CONDITIONS OR PROVISIONS OF, OR CONSTITUTE A DEFAULT
UNDER ANY OF THE OPERATIVE DOCUMENTS TO WHICH THE BORROWER IS A PARTY, OR ANY
INDENTURE, MORTGAGE, DEED OF TRUST OR OTHER AGREEMENT OR INSTRUMENT TO WHICH THE
BORROWER IS A PARTY OR BY WHICH IT IS BOUND, OR ANY ORDER OF ANY GOVERNMENTAL
AUTHORITY ENTERED IN ANY PROCEEDING TO WHICH THE BORROWER IS A PARTY OR BY WHICH
IT MAY BE BOUND OR TO WHICH IT MAY BE SUBJECT, AND ALL CONDITIONS PRECEDENT
PROVIDED IN THIS LOAN AGREEMENT RELATING TO THE LOAN TO BE MADE ON SUCH DATE
HAVE BEEN COMPLIED WITH;
(II)
THE BORROWER IS THE OWNER OF AND HAS GOOD
TITLE TO EACH ACCOUNT, HAS NOT ASSIGNED ANY INTEREST OR PARTICIPATION IN ANY
SUCH ACCOUNT
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(OR, IF ANY SUCH INTEREST OR PARTICIPATION HAS BEEN ASSIGNED, IT HAS BEEN
RELEASED) AND HAS THE RIGHT