EVIDENCE SATISFACTORY TO THE ADMINISTRATIVE
AGENT THAT ALL OBLIGATIONS UNDER THE EXISTING SECURITIZATION PROGRAM WILL HAVE
BEEN SATISFIED CONCURRENTLY WITH THE MAKING OF THE INITIAL ADVANCE AND THAT ALL
LIENS UPON ANY OF THE RECEIVABLES TO BE TRANSFERRED TO BORROWER UNDER THE SALE
AGREEMENT SHALL HAVE BEEN TERMINATED AND RELEASED IMMEDIATELY UPON SUCH PAYMENT.
(J)
WAIVER OF SET-OFF RIGHTS.
EACH ORIGINATOR SHALL HAVE WAIVED ITS
RIGHTS OF SET-OFF WITH RESPECT TO THE RECEIVABLES.
(K)
RATING AGENCY CONFIRMATIONS.
THE ADMINISTRATIVE AGENT SHALL HAVE
RECEIVED SUCH CONFIRMATIONS OR ASSURANCES FROM THE RATING AGENCIES RELATED TO
THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT AND THE OTHER RELATED DOCUMENTS
DEEMED NECESSARY OR DESIRABLE BY THE ADMINISTRATIVE AGENT.
SECTION 3.02.
CONDITIONS PRECEDENT TO ALL ADVANCES.
NO LENDER SHALL BE
OBLIGATED TO MAKE ANY ADVANCES HEREUNDER (INCLUDING THE INITIAL ADVANCES BUT
EXCLUDING ADVANCES MADE PURSUANT TO SECTION 2.01(B)(III), SECTION 2.01(B)(IV) OR
2.06(C)) ON ANY DATE IF, AS OF THE DATE THEREOF:
(A)
ANY REPRESENTATION OR WARRANTY OF THE BORROWER, THE SERVICER OR
ANY ORIGINATOR CONTAINED HEREIN OR IN ANY OF THE OTHER RELATED DOCUMENTS SHALL
BE UNTRUE OR INCORRECT IN ANY MATERIAL RESPECT (WITHOUT DUPLICATION OF ANY
MATERIALITY QUALIFIER CONTAINED THEREIN) AS OF SUCH DATE (UNLESS THE GIVING OF
ANY SUCH UNTRUE OR INCORRECT REPRESENTATION OR WARRANTY HAS BEEN CURED IN
ACCORDANCE WITH SECTION 4.04 OF THE SALE AGREEMENT), EITHER BEFORE OR AFTER
GIVING EFFECT TO THE ADVANCES TO BE MADE ON SUCH DATE AND TO THE APPLICATION OF
THE PROCEEDS THEREFROM, EXCEPT TO THE EXTENT THAT SUCH REPRESENTATION OR
WARRANTY EXPRESSLY RELATES TO AN EARLIER DATE AND EXCEPT FOR CHANGES THEREIN
EXPRESSLY PERMITTED BY THIS AGREEMENT;
(B)
ANY EVENT SHALL HAVE OCCURRED, OR WOULD RESULT FROM THE MAKING OF
SUCH ADVANCES OR FROM THE APPLICATION OF THE PROCEEDS THEREFROM, THAT
CONSTITUTES AN INCIPIENT TERMINATION EVENT, A TERMINATION EVENT, AN INCIPIENT
SERVICER TERMINATION EVENT OR AN EVENT OF SERVICER TERMINATION;
(C)
THE COMMITMENT TERMINATION DATE SHALL HAVE OCCURRED;
(D)
EITHER BEFORE OR AFTER GIVING EFFECT TO SUCH ADVANCE AND TO THE
APPLICATION OF THE PROCEEDS THEREFROM, A FUNDING EXCESS WOULD EXIST; OR
(E)
ANY ORIGINATOR, THE BORROWER OR THE SERVICER SHALL FAIL TO HAVE
TAKEN SUCH OTHER ACTION, INCLUDING DELIVERY OF APPROVALS, CONSENTS, OPINIONS,
DOCUMENTS AND INSTRUMENTS TO
17
the Lenders and the Administrative Agent, as any Lender or the Administrative
Agent and, if applicable, either Rating Agency, may reasonably request;
(F)
ON OR PRIOR TO SUCH DATE, THE BORROWER OR THE SERVICER SHALL HAVE
FAILED TO
DELIVER ANY MONTHLY REPORT, WEEKLY REPORT, DAILY REPORT OR BORROWING
BASE CERTIFICATE REQUIRED TO BE DELIVERED IN ACCORDANCE WITH SECTION 5.02 HEREOF
OR THE SALE AGREEMENT AND SUCH FAILURE SHALL BE CONTINUING;
(G)
THE ADMINISTRATIVE AGENT SHALL HAVE DETERMINED THAT ANY EVENT OR
CONDITION HAS OCCURRED THAT HAS HAD, OR COULD REASONABLY BE EXPECTED TO HAVE OR
RESULT IN, A MATERIAL ADVERSE EFFECT.
The delivery by the Borrower of a Borrowing Request and the acceptance by the
Borrower of the funds from the related Borrowing on any Advance Date