WHEREAS, pursuant to the Custodian/Collateral Agent Agreement dated as of the
date hereof (the "CCA Agreement"), and as collateral security for its
obligations under this Loan Agreement and the Variable Funding Notes, the
Borrower has agreed to assign all Accounts purchased by it, all of its rights
under the DAT Agreement, the BAT Agreement, the Master Servicing Agreement and
the Subservicing Agreement, and all of its right, title, interest in and to
certain bank accounts and certain other collateral, and to deliver any notes
evidencing indebtedness and certain other documents related to the Accounts, to
the Collateral Agent for the benefit of the Secured Parties and to take such
other steps as set forth in the CCA Agreement to create and perfect a first lien
in all such rights in favor of the Collateral Agent, for the benefit of the
Secured Parties;
WHEREAS, the Borrower has requested that the Lenders and/or Bank Investors make
Loans to the Borrower, from time to time, which will be secured by the
Collateral described above and evidenced by Variable Funding Notes, the proceeds
of which will be used to purchase the Accounts;
WHEREAS, subject to the terms and conditions set forth herein, the Bank
Investors are willing to make the Loans to the Borrower; and
WHEREAS, the Surety Provider intends to issue a financial guaranty insurance
policy with respect to certain amounts owed by the Borrower hereunder and under
the Variable Funding Notes.
NOW, THEREFORE, in consideration of the mutual benefits to be derived and the
representations and warranties, conditions and promises herein contained, and
intending to be legally bound hereby, the parties hereto hereby agree as
follows:
ARTICLE 1
GENERAL
SECTION 1.1.
CERTAIN DEFINED TERMS.
CAPITALIZED TERMS USED IN THIS LOAN AGREEMENT SHALL HAVE THE MEANINGS GIVEN SUCH
TERMS IN ANNEX A HERETO, UNLESS OTHERWISE DEFINED HEREIN.
SECTION 1.2.
OTHER TERMS.
ALL TERMS DEFINED
DIRECTLY OR BY INCORPORATION HEREIN SHALL HAVE THE DEFINED MEANINGS WHEN USED IN
ANY CERTIFICATE OR OTHER DOCUMENT DELIVERED PURSUANT THERETO UNLESS OTHERWISE
DEFINED THEREIN.
FOR PURPOSES OF THIS LOAN AGREEMENT AND ALL SUCH CERTIFICATES
AND OTHER DOCUMENTS, UNLESS THE CONTEXT OTHERWISE REQUIRES:
(A) ACCOUNTING
TERMS NOT OTHERWISE DEFINED HEREIN, AND ACCOUNTING TERMS PARTLY DEFINED HEREIN
TO THE EXTENT NOT DEFINED, SHALL HAVE THE RESPECTIVE MEANINGS GIVEN TO THEM
UNDER, AND SHALL BE CONSTRUED IN ACCORDANCE WITH, GAAP; (B) TERMS USED IN
ARTICLE 9 OF THE UCC IN THE STATE OF NEW YORK, AND NOT SPECIFICALLY DEFINED
HEREIN, ARE USED HEREIN AS DEFINED IN SUCH ARTICLE 9; (C) REFERENCES TO ANY
AMOUNT AS ON DEPOSIT OR OUTSTANDING ON ANY PARTICULAR DATE MEANS SUCH AMOUNT AT
THE CLOSE OF BUSINESS ON SUCH DAY; (D) THE WORDS "HEREOF", "HEREIN" AND
"HEREUNDER" AND WORDS OF SIMILAR IMPORT REFER TO THIS LOAN AGREEMENT (OR OTHER
DOCUMENT IN WHICH THEY ARE USED) AS A WHOLE AND NOT TO ANY PARTICULAR PROVISION
OF THIS LOAN AGREEMENT (OR SUCH CERTIFICATE OR DOCUMENT); (E) REFERENCES TO ANY
SECTION, SCHEDULE, ANNEX OR EXHIBIT ARE REFERENCES TO SECTIONS,