AND DELIVERY OF THE CLASS A NOTES.
IN RELIANCE ON THE
REPRESENTATIONS, WARRANTIES AND AGREEMENTS SET FORTH IN THIS AGREEMENT AND
SUBJECT TO THE TERMS AND CONDITIONS HEREIN SET FORTH, THE ISSUER AGREES TO SELL,
TRANSFER AND DELIVER TO THE PURCHASER'S AGENT ON BEHALF OF THE CLASS A NOTE
PURCHASER ON THE CLOSING DATE, THE CLASS A NOTE WITH A MAXIMUM PRINCIPAL AMOUNT
OF $180,000,000, WHICH CLASS A NOTE SHALL BE DULY EXECUTED BY THE ISSUER, DULY
AUTHENTICATED BY THE INDENTURE TRUSTEE AND REGISTERED IN THE NAME OF THE
PURCHASER'S AGENT ON BEHALF OF THE CLASS A NOTE PURCHASER.
THE ACTUAL
OUTSTANDING PRINCIPAL BALANCE OF THE CLASS A NOTE WILL BE INCREASED AND
DECREASED FROM TIME TO TIME IN ACCORDANCE WITH THE TERMS HEREOF AND OF THE
INDENTURE SUPPLEMENT.
THE CLASS A NOTE WILL BE DELIVERED TO THE PURCHASER'S
AGENT AGAINST PAYMENT OF THE AMOUNT OF THE LOAN RELATED TO THE INITIAL FUNDING
MADE PURSUANT TO SECTION 2.04.
SECTION 2.02.
ACCEPTANCE AND CUSTODY OF SERIES 2002-1 CLASS A NOTE.
ON THE
CLOSING DATE, THE PURCHASER'S AGENT SHALL TAKE DELIVERY OF THE CLASS A NOTE AND
MAINTAIN CUSTODY THEREOF ON BEHALF OF THE CLASS A NOTE PURCHASER.
SECTION 2.03.
FUNDING OF LOANS.
(A)
ON THE TERMS AND CONDITIONS HEREINAFTER SET FORTH, THE ISSUER MAY,
AT ITS OPTION, REQUEST LOANS FROM THE CLASS A NOTE PURCHASER.
THE PURCHASER'S
AGENT MAY ACT ON BEHALF OF AND FOR THE BENEFIT OF THE CLASS A NOTE PURCHASER IN
THIS REGARD.
THE CLASS A NOTE PURCHASER SHALL FUND LOANS FROM TIME TO TIME
DURING THE PERIOD FROM THE DATE HEREOF TO BUT NOT INCLUDING THE TERMINATION
DATE; PROVIDED, HOWEVER, THAT NO LOAN SHALL BE FUNDED UNDER THIS AGREEMENT
UNLESS ON THE APPLICABLE FUNDING DATE A LOAN IS FUNDED UNDER THE CLASS B NOTE
5
PURCHASE AGREEMENT IN AN AMOUNT THAT IS ONE-NINTH (1/9) THE AMOUNT OF THE LOAN
FUNDED UNDER THIS AGREEMENT.
UNDER NO CIRCUMSTANCES SHALL THE CLASS A NOTE
PURCHASER FUND ANY LOAN IF AFTER GIVING EFFECT TO SUCH FUNDING OR INCREMENTAL
FUNDING, THE AGGREGATE CLASS A NOTE PRINCIPAL BALANCE OUTSTANDING HEREUNDER
WOULD (I) EXCEED THE CLASS A NOTE COMMITMENT OR (II) EXCEED THE PRODUCT OF (Y)
NINE (9) AND (Z) THE AGGREGATE CLASS B NOTE PRINCIPAL BALANCE OUTSTANDING UNDER
THE CLASS B NOTE PURCHASE AGREEMENT AFTER GIVING EFFECT TO THE FUNDING OR
INCREMENTAL FUNDING MADE THEREUNDER ON THE SAME DATE.
(B)
THE ISSUER MAY, WITHIN 60 DAYS, BUT NO LATER THAN 45 DAYS, PRIOR
TO THE THEN EXISTING COMMITMENT TERMINATION DATE, BY WRITTEN NOTICE TO THE
PURCHASER'S AGENT, MAKE WRITTEN REQUEST FOR THE CLASS A NOTE PURCHASER TO EXTEND
THE COMMITMENT TERMINATION DATE FOR AN ADDITIONAL PERIOD OF 364 DAYS.
THE
PURCHASER'S AGENT WILL GIVE PROMPT NOTICE TO THE CLASS A NOTE PURCHASER AND THE
CLASS B NOTE PURCHASERS OF ITS RECEIPT OF SUCH REQUEST FOR EXTENSION OF THE
COMMITMENT TERMINATION DATE.
THE CLASS A NOTE PURCHASER SHALL MAKE A
DETERMINATION, IN ITS SOLE DISCRETION AND AFTER A FULL CREDIT REVIEW, NOT MORE