AFTER THE INITIAL BORROWING DATE WITHOUT MATERIALLY IMPAIRING THE COLLATERAL
AGENT'S SECURITY INTEREST IN THE RECEIVABLES AND RECEIVABLE ASSETS AND WITHOUT
INCURRING MATERIAL EXPENSES IN CONNECTION WITH SUCH NOTIFICATION) NECESSARY TO
PERFECT UNDER THE RELEVANT UCC AND OTHER SIMILAR LAWS (TO THE EXTENT APPLICABLE)
IN JURISDICTIONS OUTSIDE THE UNITED STATES (TO THE EXTENT APPLICABLE) THE
COLLATERAL AGENT'S SECURITY INTEREST IN THE RECEIVABLES AND RECEIVABLE ASSETS
SHALL HAVE BEEN DULY TAKEN BY THE COMPANY (OR BY THE MASTER SERVICER ON ITS
BEHALF).
(U)
[RESERVED].
(V)
INTERCREDITOR AGREEMENT. THE ADMINISTRATIVE
AGENT AND EACH FUNDING AGENT SHALL HAVE RECEIVED A COPY OF THE DULY EXECUTED
INTERCREDITOR AGREEMENT WITH THE SECURED CREDITORS OF THE CONTRIBUTOR AND THE
OTHER ORIGINATORS, IN FORM AND SUBSTANCE SATISFACTORY TO THE ADMINISTRATIVE
AGENT AND EACH FUNDING AGENT.
(W)
COMMERCIAL PAPER RATINGS. TO THE EXTENT
REQUIRED BY THE PROGRAM DOCUMENTS GOVERNING EACH CONDUIT LENDER'S COMMERCIAL
PAPER PROGRAM, EACH RATING AGENCY SHALL HAVE CONFIRMED THAT THE EXECUTION AND
DELIVERY OF THIS AGREEMENT BY SUCH CONDUIT LENDER WILL NOT RESULT IN THE
REDUCTION OR WITHDRAWAL OF THE THEN-CURRENT RATINGS OF THE COMMERCIAL PAPER
ISSUED BY OR ON BEHALF OF SUCH CONDUIT LENDER PURSUANT TO SUCH PROGRAM.
(X)
OTHER REQUESTS. THE ADMINISTRATIVE AGENT AND
EACH FUNDING AGENT SHALL HAVE RECEIVED SUCH OTHER APPROVALS, OPINIONS OR
DOCUMENTS AS IT MAY REASONABLY REQUEST.
17
PART 3 UTILIZATION AND REPAYMENT
6.2
CONDITIONS PRECEDENT TO ALL BORROWINGS
Each Borrowing (including the initial Borrowing) hereunder shall be subject to
the further conditions precedent that:
(A)
THE ADMINISTRATIVE AGENT AND EACH FUNDING
AGENT SHALL HAVE RECEIVED SUCH APPROVALS, DOCUMENTS, INSTRUMENTS, CERTIFICATES
AND OPINIONS AS IT MAY REASONABLY REQUEST; AND
(B)
ON THE DATE OF SUCH BORROWING THE FOLLOWING
STATEMENTS SHALL BE TRUE (AND ACCEPTANCE OF THE PROCEEDS OF ANY SUCH BORROWING
SHALL BE DEEMED A REPRESENTATION AND WARRANTY BY THE COMPANY THAT SUCH
STATEMENTS ARE THEN TRUE BY REFERENCE TO THE FACTS AND CIRCUMSTANCES EXISTING ON
THE DATE OF SUCH BORROWING):
(I)
THE COMPANY (OR THE MASTER SERVICER ON BEHALF OF THE COMPANY) HAS
DELIVERED A BORROWING REQUEST COMPLYING WITH THE REQUIREMENTS OF SECTION 3.1;
(II)
THE FACILITY TERMINATION DATE HAS NOT OCCURRED AND NO EVENT
EXISTS, OR WOULD RESULT FROM SUCH BORROWING, THAT CONSTITUTES A TERMINATION
EVENT OR POTENTIAL TERMINATION EVENT;
(III)
AFTER GIVING EFFECT TO SUCH BORROWING, THE MAXIMUM AVAILABLE
BORROWING IS NOT EXCEEDED; AND
(IV)
ALL OF THE REPRESENTATIONS AND WARRANTIES MADE BY EACH OF THE
COMPANY, THE MASTER SERVICER AND EACH ORIGINATOR IN EACH TRANSACTION DOCUMENT TO
WHICH IT IS A PARTY ARE TRUE AND CORRECT IN ALL MATERIAL RESPECTS ON AND AS OF
THE DATE OF SUCH BORROWING AS IF MADE ON AND AS OF SUCH DATE (EXCEPT TO THE
EXTENT SUCH REPRESENTATIONS AND WARRANTIES ARE EXPRESSLY MADE AS OF ANOTHER
DATE).
PART 5 COSTS OF UTILIZATION
7.
INTEREST
7.1
CALCULATION OF INTEREST
(A)
ON OR BEFORE THE DATE THAT IS THREE
(3) BUSINESS DAYS IMMEDIATELY BEFORE EACH INTEREST PAYMENT DATE (OR SUCH LESSER
NUMBER OF DAYS AS MAY BE INDICATED IN A