SALE OF (X) DEFAULTED
LOANS OR CHARGED-OFF LOANS IN ACCORDANCE WITH SECTION 7.7, OR (Y) ANY
TRANSFERRED LOANS FOLLOWING THE END OF THE REVOLVING PERIOD, EQUAL TO THE
PROCEEDS OF SUCH DISCRETIONARY SALE.
52
IN CONNECTION WITH ANY DISCRETIONARY SALE, FOLLOWING RECEIPT BY THE
ADMINISTRATIVE AGENT OF THE AMOUNTS REFERRED TO IN SECTION 2.16(D) ABOVE
(RECEIPT OF WHICH SHALL BE CONFIRMED TO THE ADMINISTRATIVE AGENT), THERE SHALL
BE RELEASED TO THE BORROWER (FOR FURTHER SALE TO A PURCHASER) WITHOUT RECOURSE,
REPRESENTATION OR WARRANTY OF ANY KIND ALL OF THE RIGHT, TITLE AND INTEREST OF
THE ADMINISTRATIVE AGENT AND THE SECURED PARTIES IN, TO AND UNDER THE PORTION OF
THE COLLATERAL SUBJECT TO SUCH DISCRETIONARY SALE AND SUCH PORTION OF THE
COLLATERAL SO RELEASED SHALL BE RELEASED FROM ANY LIEN AND THE LOAN DOCUMENTS
(SUBJECT TO THE REQUIREMENTS SET FORTH ABOVE IN THIS SECTION 2.16).
IN CONNECTION WITH ANY DISCRETIONARY SALE, ON THE RELATED DISCRETIONARY SALE
SETTLEMENT DATE, THE ADMINISTRATIVE AGENT ON BEHALF OF THE SECURED PARTIES SHALL
(I) EXECUTE SUCH INSTRUMENTS OF RELEASE WITH RESPECT TO THE PORTION OF THE
COLLATERAL TO BE RELEASED TO THE BORROWER, IN RECORDABLE FORM IF NECESSARY, IN
FAVOR OF THE BORROWER AS THE SERVICER ON BEHALF OF THE BORROWER MAY REASONABLY
REQUEST, (II) DELIVER ANY PORTION OF THE COLLATERAL TO BE RELEASED TO THE
BORROWER IN ITS POSSESSION TO THE BORROWER AND (III) OTHERWISE TAKE SUCH
ACTIONS, AS ARE DETERMINED BY THE BORROWER OR SERVICER TO BE REASONABLY
NECESSARY AND APPROPRIATE TO RELEASE THE LIEN ON THE PORTION OF THE COLLATERAL
TO BE RELEASED TO THE BORROWER AND RELEASE AND DELIVER TO THE BORROWER SUCH
PORTION OF THE COLLATERAL TO BE RELEASED TO THE BORROWER.
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)
EACH MANAGING AGENT SHALL BE SATISFIED WITH THE RESULTS OF THE DUE
DILIGENCE REVIEW PERFORMED BY IT AND EACH LENDER SHALL HAVE RECEIVED ALL
NECESSARY INTERNAL APPROVALS.
(C)
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