TO
BE PAID ON OR PRIOR TO THE CLOSING DATE PURSUANT TO EACH MANAGING AGENT'S FEE
LETTER (TO THE EXTENT NOT COVERED PURSUANT TO CLAUSE (E) OF THIS SECTION 4.1)
AND SECTION 7.4 HEREOF;
(L)
EACH MANAGING AGENT, THE AGENT AND THE
SURETY PROVIDER SHALL HAVE RECEIVED (I) FINANCING STATEMENTS ON FORM UCC-3
TERMINATING ALL EXISTING SECURITY INTERESTS IN THE COLLATERAL AND (II) FINANCING
STATEMENTS ON FORM UCC-1 (A) NAMING EACH OF THE ORIGINATOR AND ELIGIBLE
ORIGINATOR AS DEBTOR/SELLER AND THE DEPOSITOR AS SECURED PARTY/PURCHASER;
(B) NAMING THE DEPOSITOR AS DEBTOR/SELLER AND THE BORROWER AS SECURED
PARTY/PURCHASER; AND (C) NAMING THE BORROWER AS DEBTOR AND THE COLLATERAL AGENT
AS SECURED PARTY; AND
(M)
THE AGENT AND THE SURETY PROVIDER SHALL HAVE
RECEIVED SUCH OTHER APPROVALS, DOCUMENTS, INSTRUMENTS, CERTIFICATES AND OPINIONS
AS EITHER OF THEM SHALL REASONABLY REQUEST.
SECTION 4.2.
CONDITIONS TO EACH LOAN.
NO LOAN
SHALL BE MADE HEREUNDER, AND THE BANK INVESTORS SHALL HAVE NO OBLIGATION TO MAKE
ANY LOAN, UNLESS THE FOLLOWING CONDITIONS HAVE BEEN SATISFIED:
(A)
EACH MANAGING AGENT SHALL HAVE RECEIVED AN
OFFICERS' CERTIFICATE TO BE INCLUDED IN THE FORM OF THE BORROWING REQUEST
ATTACHED HERETO AS EXHIBIT B FROM THE BORROWER STATING THAT:
(I)
NO EVENT OF DEFAULT, POTENTIAL EVENT OF
DEFAULT, POTENTIAL FACILITY TERMINATION EVENT OR FACILITY TERMINATION EVENT
SHALL HAVE OCCURRED AND THE LOAN TO BE MADE ON SUCH DATE WILL NOT RESULT IN ANY
BREACH OF ANY OF THE TERMS, CONDITIONS OR PROVISIONS OF, OR CONSTITUTE A DEFAULT
UNDER ANY OF THE OPERATIVE DOCUMENTS TO WHICH THE BORROWER IS A PARTY, OR ANY
INDENTURE, MORTGAGE, DEED OF TRUST OR OTHER AGREEMENT OR INSTRUMENT TO WHICH THE
BORROWER IS A PARTY OR BY WHICH IT IS BOUND, OR ANY ORDER OF ANY GOVERNMENTAL
AUTHORITY ENTERED IN ANY PROCEEDING TO WHICH THE BORROWER IS A PARTY OR BY WHICH
IT MAY BE BOUND OR TO WHICH IT MAY BE SUBJECT, AND ALL CONDITIONS PRECEDENT
PROVIDED IN THIS LOAN AGREEMENT RELATING TO THE LOAN TO BE MADE ON SUCH DATE
HAVE BEEN COMPLIED WITH;
(II)
THE BORROWER IS THE OWNER OF AND HAS GOOD
TITLE TO EACH ACCOUNT, HAS NOT ASSIGNED ANY INTEREST OR PARTICIPATION IN ANY
SUCH ACCOUNT (OR, IF ANY SUCH INTEREST
21
OR PARTICIPATION HAS BEEN ASSIGNED, IT HAS BEEN RELEASED) AND HAS THE RIGHT TO
GRANT EACH SUCH ACCOUNT TO THE COLLATERAL AGENT, AND NO OTHER PERSON HAS ANY
LIEN ON, SECURITY INTEREST IN OR OTHER RIGHTS TO ANY SUCH ACCOUNT;
(III)
THE BORROWER HAS GRANTED TO THE COLLATERAL
AGENT ALL OF ITS RIGHT, TITLE, AND INTEREST IN AND TO EACH ACCOUNT GRANTED TO
THE COLLATERAL AGENT BY IT TO SECURE THE VFN AND THE AMOUNTS OWED HEREUNDER;
(IV)
THE INFORMATION SET FORTH IN THE SCHEDULE OF
ACCOUNTS DELIVERED TO THE COLLATERAL AGENT AND THE AGENT IS CORRECT IN ALL
MATERIAL RESPECTS;
(V)
NO MATERIAL ADVERSE EFFECT SHALL HAVE
OCCURRED IN THE AFFAIRS OF THE BORROWER OR THE MASTER SERVICER OR THE VALUE OF
THE ACCOUNTS SINCE JUNE 30, 2004,