FOR ALL FEES, COSTS AND EXPENSES RELATED TO THE
TRANSACTIONS CONTEMPLATED HEREUNDER AND UNDER THE OTHER TRANSACTION DOCUMENTS
AND EACH LIQUIDITY AGREEMENT, INCLUDING THE LEGAL AND OTHER DOCUMENT PREPARATION
COSTS INCURRED BY ANY LENDER AND/OR THE ADMINISTRATIVE AGENT;
(C)
EACH CP LENDER WHOSE COMMERCIAL PAPER IS BEING RATED BY ONE OR
MORE RATING AGENCY SHALL HAVE RECEIVED, TO THE EXTENT REQUIRED UNDER THE TERMS
OF SUCH CP LENDER'S PROGRAM DOCUMENTS, THE WRITTEN CONFIRMATION OF EACH SUCH
RATING AGENCY THAT
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THE EXECUTION AND DELIVERY OF THIS AGREEMENT WILL NOT RESULT IN A WITHDRAWAL OR
DOWNGRADING OF THE THEN-CURRENT RATING OF SUCH COMMERCIAL PAPER BY SUCH RATING
AGENCY; AND
(D)
THE REQUIRED EQUITY INVESTMENT SHALL BE MAINTAINED.
The Administrative Agent shall promptly notify each Lender of the satisfaction
or waiver of the conditions set forth above.
SECTION 3.2
ADDITIONAL CONDITIONS PRECEDENT TO ALL ADVANCES.
Each Advance shall be subject to the further conditions precedent that:
(A)
ON THE RELATED FUNDING DATE, THE BORROWER OR THE SERVICER, AS THE
CASE MAY BE, SHALL HAVE CERTIFIED IN THE RELATED BORROWER NOTICE THAT:
(I)
THE REPRESENTATIONS AND WARRANTIES SET FORTH IN SECTION 4.1 AND SECTION
7.8 ARE TRUE AND CORRECT ON AND AS OF SUCH DATE, BEFORE AND AFTER GIVING EFFECT
TO SUCH BORROWING AND TO THE APPLICATION OF THE PROCEEDS THEREFROM, AS THOUGH
MADE ON AND AS OF SUCH DATE; AND
(II)
NO EVENT HAS OCCURRED, OR WOULD RESULT FROM SUCH ADVANCE OR FROM THE
APPLICATION OF THE PROCEEDS THEREFROM, THAT CONSTITUTES AN EARLY TERMINATION
EVENT OR AN UNMATURED EARLY TERMINATION EVENT.
(B)
THE TERMINATION DATE SHALL NOT HAVE OCCURRED;
(C)
BEFORE AND AFTER GIVING EFFECT TO SUCH BORROWING AND TO THE
APPLICATION OF PROCEEDS THEREFROM THE BORROWING BASE TEST SHALL BE SATISFIED, AS
CALCULATED ON SUCH DATE;
(D)
NO CLAIM HAS BEEN ASSERTED OR PROCEEDING COMMENCED CHALLENGING
ENFORCEABILITY OR VALIDITY OF ANY OF THE LOAN DOCUMENTS, EXCLUDING ANY
INSTRUMENTS, CERTIFICATES OR OTHER DOCUMENTS RELATING TO LOANS THAT WERE THE
SUBJECT OF PRIOR ADVANCES;
(E)
THERE SHALL HAVE BEEN NO MATERIAL ADVERSE CHANGE WITH RESPECT TO
THE BORROWER OR THE SERVICER SINCE THE PRECEDING ADVANCE;
(F)
BEFORE AND AFTER GIVING EFFECT TO SUCH BORROWING AND TO THE
APPLICATION OF PROCEEDS THEREFROM THE COLLATERAL QUALITY TEST SHALL BE
SATISFIED, AS CALCULATED ON SUCH DATE; AND
(G)
THE SERVICER AND BORROWER SHALL HAVE TAKEN SUCH OTHER ACTION,
INCLUDING DELIVERY OF APPROVALS, CONSENTS, OPINIONS, DOCUMENTS, AND INSTRUMENTS
TO THE MANAGING AGENTS AS EACH MAY REASONABLY REQUEST.
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ARTICLE IV
REPRESENTATIONS AND WARRANTIES
SECTION 4.1
REPRESENTATIONS AND WARRANTIES OF THE BORROWER.
The Borrower represents and warrants as follows:
(A)
ORGANIZATION AND GOOD STANDING.
THE BORROWER IS A DELAWARE
LIMITED LIABILITY COMPANY DULY ORGANIZED, VALIDLY EXISTING, AND IN GOOD STANDING
UNDER THE LAWS OF THE JURISDICTION OF ITS FORMATION, AND HAS FULL POWER,
AUTHORITY AND LEGAL RIGHT TO OWN OR LEASE ITS PROPERTIES AND CONDUCT ITS
BUSINESS AS SUCH BUSINESS IS PRESENTLY CONDUCTED.
(B)
DUE QUALIFICATION.
THE BORROWER IS QUALIFIED TO DO BUSINESS AS A
LIMITED