OF THIS AGREEMENT AND THE PERFORMANCE OF ITS OBLIGATIONS HEREUNDER.
(D)
BINDING EFFECT.
THIS AGREEMENT CONSTITUTES THE LEGAL, VALID AND
BINDING OBLIGATION OF SUCH FINANCIAL INSTITUTION ENFORCEABLE AGAINST SUCH
FINANCIAL INSTITUTION IN ACCORDANCE WITH ITS TERMS, EXCEPT AS SUCH ENFORCEMENT
MAY BE LIMITED BY APPLICABLE BANKRUPTCY, INSOLVENCY, REORGANIZATION OR OTHER
SIMILAR LAWS RELATING TO OR LIMITING CREDITORS' RIGHTS GENERALLY AND BY GENERAL
PRINCIPLES OF EQUITY (REGARDLESS OF WHETHER SUCH ENFORCEMENT IS SOUGHT IN A
PROCEEDING IN EQUITY OR AT LAW).
ARTICLE VI
CONDITIONS OF PURCHASES
SECTION 6.1
CONDITIONS PRECEDENT TO INITIAL INCREMENTAL PURCHASE.
THE INITIAL INCREMENTAL PURCHASE OF A PURCHASER INTEREST UNDER THIS AGREEMENT IS
SUBJECT TO THE CONDITIONS PRECEDENT THAT THE AGENT SHALL HAVE RECEIVED ON OR
BEFORE THE DATE OF SUCH PURCHASE THOSE DOCUMENTS LISTED ON SCHEDULE B AND THE
AGENT SHALL HAVE RECEIVED ALL FEES AND EXPENSES REQUIRED TO BE PAID ON SUCH DATE
PURSUANT TO THE TERMS OF THIS AGREEMENT AND THE FEE LETTER.
SECTION 6.2
CONDITIONS PRECEDENT TO ALL PURCHASES AND
REINVESTMENTS.
EACH PURCHASE OF A PURCHASER INTEREST (OTHER THAN PURSUANT TO A
LIQUIDITY AGREEMENT) AND EACH REINVESTMENT SHALL BE SUBJECT TO THE FURTHER
CONDITIONS PRECEDENT THAT IN THE CASE OF EACH SUCH PURCHASE OR REINVESTMENT:
(A) THE SERVICER SHALL HAVE DELIVERED TO THE AGENT ON OR PRIOR TO THE DATE OF
SUCH PURCHASE, IN FORM AND SUBSTANCE SATISFACTORY TO THE AGENT, ALL COLLATERAL
REPORTS DUE UNDER SECTION 8.5; (B) THE FACILITY TERMINATION DATE SHALL NOT HAVE
OCCURRED; (C) THE AGENT SHALL HAVE RECEIVED SUCH OTHER APPROVALS, OPINIONS OR
DOCUMENTS AS THE AGENT MAY HAVE REQUESTED IN ACCORDANCE WITH THE TERMS OF THIS
AGREEMENT OR ANY OTHER TRANSACTION DOCUMENT OR AS THE AGENT MAY REASONABLY
REQUEST IN LIGHT OF ANY EVENT, CIRCUMSTANCE OR CONDITION ARISING OR OCCURRING
AFTER THE DATE OF THIS AGREEMENT WHICH COULD REASONABLY BE EXPECTED TO HAVE A
MATERIAL ADVERSE EFFECT AND (D) ON THE DATE OF EACH SUCH INCREMENTAL PURCHASE OR
REINVESTMENT, THE FOLLOWING
12
statements shall be true (and acceptance of the proceeds of such Incremental
Purchase or Reinvestment shall be deemed a representation and warranty by Seller
that such statements are then true):
(I)
THE REPRESENTATIONS AND WARRANTIES SET FORTH IN SECTION 5.1 ARE
TRUE AND CORRECT ON AND AS OF THE DATE OF SUCH INCREMENTAL PURCHASE OR
REINVESTMENT AS THOUGH MADE ON AND AS OF SUCH DATE;
(II)
NO EVENT HAS OCCURRED AND IS CONTINUING, OR WOULD RESULT FROM
SUCH INCREMENTAL PURCHASE OR REINVESTMENT, THAT WILL CONSTITUTE AN AMORTIZATION
EVENT, AND NO EVENT HAS OCCURRED AND IS CONTINUING, OR WOULD RESULT FROM SUCH
INCREMENTAL PURCHASE OR REINVESTMENT, THAT WOULD CONSTITUTE A POTENTIAL
AMORTIZATION EVENT;
(III)
THE AGGREGATE CAPITAL DOES NOT EXCEED THE PURCHASE LIMIT AND THE
AGGREGATE PURCHASER INTERESTS DO NOT EXCEED 100%; AND
(IV)
IF SUCH INCREMENTAL PURCHASE OR REINVESTMENT IS FUNDED BY THE
COMPANY, THE COMPANY SHALL BE PARTY TO AN UNEXPIRED LIQUIDITY AGREEMENT WITH AN
AGGREGATE COMMITMENT LIMIT EQUAL TO AT LEAST 102% OF THE COMMITMENTS.
It is expressly understood that each Reinvestment shall,