UCC as in effect in the State of
New York as of the date of the Agreement.
ARTICLE 3.
INITIATION; CONFIRMATION; TERMINATION; FEES; REDUCTION OF
FACILITY AMOUNT
Buyer's agreement to enter into the initial Transaction hereunder is subject to
the satisfaction, immediately prior to or concurrently with the making of such
Transaction, of the condition precedent that Buyer shall have received from
Seller payment of an amount equal to all fees and expenses payable hereunder,
and all of the following documents, each of which shall be satisfactory in form
and substance to Buyer and its counsel:
(A)
THE FOLLOWING TRANSACTION DOCUMENTS, AS WELL AS CERTAIN OTHER
DOCUMENTS, DELIVERED TO BUYER:
(I)
THIS AGREEMENT, DULY COMPLETED AND EXECUTED BY EACH OF THE
PARTIES HERETO;
(II)
A CUSTODIAL AGREEMENT, DULY EXECUTED AND DELIVERED BY EACH OF THE
PARTIES THERETO;
(III)
A CONTROL AGREEMENT, DULY COMPLETED AND EXECUTED BY EACH OF THE
PARTIES THERETO;
(IV)
ANY AND ALL CONSENTS AND WAIVERS APPLICABLE TO SELLER OR TO THE
PURCHASED ASSETS;
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(V)
UCC FINANCING STATEMENTS FOR FILING IN EACH OF THE UCC FILING
JURISDICTIONS DESCRIBED ON EXHIBIT XIII HERETO, EACH NAMING SELLER AS "DEBTOR"
AND BUYER AS "SECURED PARTY" AND DESCRIBING AS "COLLATERAL" ALL OF THE ITEMS SET
FORTH IN THE DEFINITION OF COLLATERAL AND PURCHASED ITEMS IN THIS AGREEMENT,
TOGETHER WITH ANY OTHER DOCUMENTS NECESSARY OR REQUESTED BY BUYER TO PERFECT THE
SECURITY INTERESTS GRANTED BY SELLER IN FAVOR OF BUYER UNDER THIS AGREEMENT OR
ANY OTHER TRANSACTION DOCUMENT;
(VI)
ANY DOCUMENTS RELATING TO ANY HEDGING TRANSACTIONS;
(VII)
AN OPINION OR OPINIONS OF OUTSIDE COUNSEL TO SELLER, REASONABLY
ACCEPTABLE TO BUYER;
(VIII)
GOOD STANDING CERTIFICATES AND CERTIFIED COPIES OF THE CHARTERS
AND BY-LAWS (OR EQUIVALENT DOCUMENTS) OF SELLER AND OF ALL CORPORATE OR OTHER
AUTHORITY FOR SELLER WITH RESPECT TO THE EXECUTION, DELIVERY AND PERFORMANCE OF
THE TRANSACTION DOCUMENTS AND EACH OTHER DOCUMENT TO BE DELIVERED BY SELLER FROM
TIME TO TIME IN CONNECTION HEREWITH (AND BUYER MAY CONCLUSIVELY RELY ON SUCH
CERTIFICATE UNTIL IT RECEIVES NOTICE IN WRITING FROM SELLER TO THE CONTRARY);
(IX)
WITH RESPECT TO ANY ELIGIBLE ASSET TO BE PURCHASED HEREUNDER ON
THE RELATED PURCHASE DATE THAT IS NOT SERVICED BY SELLER, SELLER SHALL HAVE
PROVIDED TO BUYER A COPY OF THE RELATED SERVICING AGREEMENT, CERTIFIED AS A
TRUE, CORRECT AND COMPLETE COPY OF THE ORIGINAL, TOGETHER WITH A SERVICER
NOTICE, FULLY EXECUTED BY SELLER AND SERVICER;
(X)
BUYER SHALL HAVE RECEIVED PAYMENT FROM SELLER OF AN AMOUNT EQUAL
TO THE AMOUNT OF ACTUAL COSTS AND EXPENSES, INCLUDING, WITHOUT LIMITATION, THE
REASONABLE FEES AND EXPENSES OF COUNSEL TO BUYER, INCURRED BY BUYER IN
CONNECTION WITH THE DEVELOPMENT, PREPARATION AND EXECUTION OF THIS AGREEMENT,
THE OTHER TRANSACTION DOCUMENTS AND ANY OTHER DOCUMENTS PREPARED IN CONNECTION
HEREWITH OR THEREWITH;
(XI)
BUYER SHALL HAVE RECEIVED PAYMENT FROM SELLER, AS CONSIDERATION
FOR BUYER'S AGREEMENT TO ENTER INTO THIS AGREEMENT, AN UP-FRONT STRUCTURING FEE
IN AN AMOUNT EQUAL [****] (CALCULATED AS [****] BASIS POINTS [****] MULTIPLIED
BY THE FACILITY AMOUNT), SUCH AMOUNT TO