THE OTHER MANAGING AGENTS, THE OTHER
PURCHASERS NOR THE REVOLVER LOAN FUNDING ACCOUNT BANK SHALL HAVE ANY LIABILITY
FOR ANY LOSS ARISING FROM ANY INVESTMENT OR REINVESTMENT MADE BY IT WITH RESPECT
TO A REVOLVER LOAN FUNDING ACCOUNT IN ACCORDANCE WITH, AND PURSUANT TO, THE
PROVISIONS HEREOF.
ARTICLE III
CONDITIONS OF EFFECTIVENESS AND ADVANCES
SECTION 3.1
CONDITIONS TO EFFECTIVENESS AND
ADVANCES.
No Lender shall be obligated to make any Advance hereunder from and after the
Effective Date, nor shall any Lender, the Administrative Agent or the Managing
Agents be obligated to take, fulfill or perform any other action hereunder,
until the following conditions have been satisfied, in the sole discretion of,
or waived in writing by, the Managing Agents:
(A)
THIS AGREEMENT AND ALL OTHER TRANSACTION
DOCUMENTS AND EACH LIQUIDITY AGREEMENT OR COUNTERPARTS HEREOF OR THEREOF SHALL
HAVE BEEN DULY EXECUTED BY, AND DELIVERED TO, THE PARTIES HERETO AND THERETO AND
THE ADMINISTRATIVE AGENT SHALL HAVE RECEIVED SUCH OTHER DOCUMENTS, INSTRUMENTS,
AGREEMENTS AND LEGAL OPINIONS AS ANY MANAGING AGENT SHALL REASONABLY REQUEST IN
CONNECTION WITH THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT, ON OR PRIOR TO
THE EFFECTIVE DATE, EACH IN FORM AND SUBSTANCE SATISFACTORY TO THE
ADMINISTRATIVE AGENT.
(B)
THE BORROWER SHALL HAVE PAID ALL FEES
REQUIRED TO BE PAID BY IT ON THE EFFECTIVE DATE, INCLUDING ALL FEES REQUIRED
HEREUNDER AND UNDER THE FEE LETTERS TO BE PAID AS OF SUCH DATE, AND SHALL HAVE
REIMBURSED EACH LENDER AND THE ADMINISTRATIVE AGENT 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.
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(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 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.
(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 SECTIONS 4.1 AND 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.
(B)
THE TERMINATION DATE SHALL