Group on the Series 2007-1 Closing Date.
Such initial Series 2007-1 Class A-1
Advance Note for each Advance Sub-Class for each Investor Group shall be dated
the Series 2007-1 Closing Date, shall be registered in the name of the related
Funding Agent or its nominee, as agent for the related Investors, or in such
other name as such Funding Agent may request, shall have a maximum principal
amount equal to the Maximum Investor Group Principal Amount for such Investor
Group, shall have an initial outstanding principal amount equal to such Investor
Group's Commitment Percentage of the Series 2007-1 Class A-1 Initial Advance
Principal Amount, and shall be duly authenticated in accordance with the
provisions of the Indenture.
SECTION 2.02
Advances.
(a)
Subject to the terms and conditions of this
Agreement and the Indenture, with respect to any Investor Group that (i) does
not have a Conduit Investor or (ii) has a Conduit Investor but such Conduit
Investor determines that it will not make (or it does not in fact make) an
Advance or any portion of an Advance pursuant to Section 2.02(b), the Committed
Note Purchasers with respect to such Investor Group shall, upon the Co-Issuers'
request delivered in accordance with the provisions of Section 2.03 and the
satisfaction of all of the conditions precedent thereto (or under the
circumstances and in accordance with the provisions set forth in Section 2.05,
2.06 or 2.08), make Advances from time to time during the Commitment Term in the
amounts determined pursuant to Section 2.02(c).
(B)
SUBJECT TO THE TERMS AND CONDITIONS OF THIS AGREEMENT AND THE
INDENTURE, WITH RESPECT TO ANY INVESTOR GROUP THAT HAS A CONDUIT INVESTOR, SUCH
CONDUIT INVESTOR MAY, UPON THE CO-ISSUERS' REQUEST DELIVERED IN ACCORDANCE WITH
THE PROVISIONS OF SECTION 2.03 AND THE SATISFACTION OF ALL OF THE CONDITIONS
PRECEDENT THERETO (OR UNDER THE CIRCUMSTANCES AND IN ACCORDANCE WITH THE
PROVISIONS SET FORTH IN SECTION 2.05, 2.06 OR 2.08), MAKE ADVANCES FROM TIME TO
TIME DURING THE COMMITMENT TERM IN THE AMOUNTS DETERMINED PURSUANT TO
SECTION 2.02(C).
NOTWITHSTANDING ANYTHING HEREIN OR IN ANY OTHER TRANSACTION
DOCUMENT TO THE CONTRARY, AT NO TIME WILL A CONDUIT INVESTOR BE OBLIGATED TO
MAKE ADVANCES HEREUNDER.
(C)
ANY ADVANCES MADE PURSUANT TO SECTION 2.02(A) OR
SECTION 2.02(B) SHALL BE MADE RATABLY BY EACH INVESTOR GROUP BASED ON THEIR
RESPECTIVE COMMITMENT PERCENTAGES AND THE PORTION OF ANY SUCH ADVANCE MADE BY
ANY COMMITTED NOTE PURCHASER IN SUCH INVESTOR GROUP SHALL BE ITS COMMITTED NOTE
PURCHASER PERCENTAGE OF THE ADVANCES TO BE MADE BY SUCH INVESTOR GROUP (OR THE
PORTION THEREOF NOT BEING MADE BY ANY CONDUIT INVESTOR IN SUCH INVESTOR GROUP);
PROVIDED THAT NO ADVANCE SHALL BE REQUIRED OR PERMITTED TO BE MADE BY ANY
INVESTOR ON ANY DATE IF, AFTER GIVING EFFECT TO SUCH ADVANCE, (I) THE RELATED
INVESTOR GROUP PRINCIPAL AMOUNT WOULD EXCEED THE RELATED MAXIMUM INVESTOR GROUP
PRINCIPAL AMOUNT, (II) THE SERIES 2007-1 CLASS A-1 OUTSTANDING PRINCIPAL AMOUNT
WOULD EXCEED THE SERIES 2007-1 CLASS A-1 MAXIMUM PRINCIPAL AMOUNT, (III) THE