BUYER AN ORIGINATOR SUPPORT AGREEMENT IN
THE FORM ATTACHED HERETO AS EXHIBIT 2.03, TO MORE FULLY EVIDENCE SUCH
UNDERTAKING.
SECTION 2.04.
ORIGINATORS REMAIN LIABLE.
IT IS EXPRESSLY AGREED BY THE
ORIGINATORS THAT, ANYTHING HEREIN TO THE CONTRARY NOTWITHSTANDING, EACH
ORIGINATOR SHALL REMAIN LIABLE TO THE OBLIGOR (AND ANY OTHER PARTY TO THE
RELATED CONTRACT) UNDER ANY AND ALL OF THE RECEIVABLES ORIGINATED BY IT AND
UNDER THE CONTRACTS THEREFOR TO OBSERVE AND PERFORM ALL THE CONDITIONS AND
OBLIGATIONS TO BE OBSERVED AND PERFORMED BY IT THEREUNDER.
BUYER SHALL NOT HAVE
ANY OBLIGATION OR LIABILITY TO THE OBLIGOR OR ANY OTHER PARTY TO THE RELATED
CONTRACT UNDER ANY SUCH RECEIVABLES OR CONTRACTS BY REASON OF OR ARISING OUT OF
THIS AGREEMENT OR THE GRANTING HEREIN OF A LIEN THEREON OR THE RECEIPT BY BUYER
OF ANY PAYMENT RELATING THERETO PURSUANT HERETO.
THE EXERCISE BY BUYER OF ANY
OF ITS RIGHTS UNDER THIS AGREEMENT SHALL NOT RELEASE ANY ORIGINATOR FROM ANY OF
ITS RESPECTIVE DUTIES OR OBLIGATIONS UNDER ANY SUCH RECEIVABLES OR CONTRACTS.
BUYER SHALL NOT BE REQUIRED OR OBLIGATED IN ANY MANNER TO PERFORM OR FULFILL ANY
OF THE OBLIGATIONS OF ANY ORIGINATOR UNDER OR PURSUANT TO ANY SUCH RECEIVABLE OR
CONTRACT, OR TO MAKE ANY PAYMENT, OR TO MAKE ANY INQUIRY AS TO THE NATURE OR THE
SUFFICIENCY OF ANY PAYMENT RECEIVED BY IT OR THE SUFFICIENCY OF ANY PERFORMANCE
BY ANY PARTY UNDER ANY SUCH RECEIVABLE OR CONTRACT, OR TO PRESENT OR FILE ANY
CLAIMS, OR TO TAKE ANY ACTION TO COLLECT OR ENFORCE ANY PERFORMANCE OR THE
PAYMENT OF ANY AMOUNTS THAT MAY HAVE BEEN ASSIGNED TO IT OR TO WHICH IT MAY BE
ENTITLED AT ANY TIME OR TIMES.
ARTICLE III
CONDITIONS PRECEDENT
SECTION 3.01.
CONDITIONS PRECEDENT TO INITIAL TRANSFER.
THE INITIAL TRANSFER
HEREUNDER SHALL BE SUBJECT TO SATISFACTION OF EACH OF THE FOLLOWING CONDITIONS
PRECEDENT:
(A)
SALE AGREEMENT; OTHER DOCUMENTS.
THIS
AGREEMENT OR COUNTERPARTS HEREOF SHALL HAVE BEEN DULY EXECUTED BY, AND DELIVERED
TO, EACH ORIGINATOR, THE SERVICER AND BUYER, AND BUYER SHALL HAVE RECEIVED SUCH
INFORMATION, DOCUMENTS, INSTRUMENTS, AGREEMENTS AND LEGAL OPINIONS AS BUYER
SHALL REQUEST IN CONNECTION WITH THE TRANSACTIONS CONTEMPLATED BY THIS
AGREEMENT, INCLUDING ALL THOSE IDENTIFIED IN THE SCHEDULE OF DOCUMENTS, EACH IN
FORM AND SUBSTANCE SATISFACTORY TO BUYER.
(B)
GOVERNMENTAL APPROVALS.
BUYER SHALL HAVE
RECEIVED (I) SATISFACTORY EVIDENCE THAT THE ORIGINATORS AND THE SERVICER HAVE
OBTAINED ALL REQUIRED CONSENTS AND APPROVALS OF ALL PERSONS, INCLUDING ALL
REQUISITE GOVERNMENTAL AUTHORITIES, TO THE EXECUTION, DELIVERY AND PERFORMANCE
OF THIS AGREEMENT AND THE OTHER RELATED DOCUMENTS AND THE CONSUMMATION OF THE
TRANSACTIONS CONTEMPLATED HEREBY AND THEREBY OR (II) AN OFFICER'S CERTIFICATE
FROM EACH ORIGINATOR AND THE SERVICER IN FORM AND SUBSTANCE SATISFACTORY TO
BUYER AFFIRMING THAT NO SUCH CONSENTS OR APPROVALS ARE REQUIRED.
(C)
COMPLIANCE WITH LAWS.
EACH ORIGINATOR
SHALL BE IN COMPLIANCE WITH ALL APPLICABLE FOREIGN, FEDERAL, STATE, PROVINCIAL
AND LOCAL LAWS AND REGULATIONS, INCLUDING, WITHOUT LIMITATION, THOSE
SPECIFICALLY REFERENCED IN SECTION 4.02(F).
4
(D)
FUNDING AGREEMENT CONDITIONS.
EACH OF THOSE
CONDITIONS