AGENT AND THE SURETY BOND PROVIDER REASONABLE ACCESS TO ALL COMPUTER
TAPES, BOOKS, RECORDS, FILES AND DOCUMENTATION RELATING TO THE RECEIVABLES AND
THE RETAIL INSTALLMENT SALES CONTRACTS TO BE DESIGNATED AS ADDITIONAL
RECEIVABLES, (II) THE DEBTOR SHALL HAVE ENTERED INTO AN INTEREST RATE CAP, AN
EXECUTED COPY OF WHICH SHALL BE DELIVERED TO THE SURETY BOND PROVIDER PROMPTLY
FOLLOWING EXECUTION THEREOF OR ANY AMENDMENTS THERETO, WHICH SHALL BE IN FORM
AND SUBSTANCE ACCEPTABLE TO THE SURETY BOND PROVIDER, (III) AFTER GIVING EFFECT
TO SUCH
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PLEDGE OF ADDITIONAL RECEIVABLES THE NET INVESTMENT SHALL NOT BE GREATER THAN
THE NOTEHOLDER'S PERCENTAGE OF THE BORROWING BASE, (IV) THE AMOUNT ON DEPOSIT IN
THE RESERVE ACCOUNT SHALL AT LEAST EQUAL THE REQUIRED RESERVE ACCOUNT BALANCE
(CALCULATED AS IF SUCH ADDITIONAL RECEIVABLES SHALL HAVE BEEN PLEDGED TO THE
COLLATERAL AGENT), (V) IF ANY ADDITIONAL RECEIVABLES PROPOSED TO BE PLEDGED TO
THE COLLATERAL AGENT WERE ACQUIRED BY THE SELLER IN A BULK PURCHASE, THE SURETY
BOND PROVIDER SHALL HAVE CONSENTED IN WRITING TO THE PLEDGE OF SUCH ADDITIONAL
RECEIVABLES, AND (VI) THE WEIGHTED AVERAGE ORIGINAL TERM TO MATURITY OF EACH
GROUP OF ADDITIONAL RECEIVABLES THAT ARE NOT DIRECT LOANS PROPOSED TO BE PLEDGED
TO THE COLLATERAL AGENT SHALL BE AT LEAST ONE (1) MONTH GREATER THAN THE
WEIGHTED AVERAGE REMAINING TERM TO MATURITY OF SUCH GROUP OF ADDITIONAL
RECEIVABLES THAT ARE NOT DIRECT LOANS.
(B)
ANY ADDITION OF RECEIVABLES AS PART OF THE COLLATERAL MADE UNDER
SUBSECTION (A) SHALL SATISFY THE FOLLOWING CONDITIONS:
(I)
ON OR BEFORE THE TENTH BUSINESS DAY (THE "NOTICE DATE") PRIOR TO
THE ADDITION DATE, THE DEBTOR SHALL GIVE THE ADMINISTRATIVE AGENT, THE SURETY
BOND PROVIDER AND THE COLLATERAL AGENT WRITTEN NOTICE THAT SUCH ADDITIONAL
RECEIVABLES WILL BE INCLUDED AS COLLATERAL AS OF THE ADDITION DATE AND
SPECIFYING THE ESTIMATED PRINCIPAL BALANCE OF SUCH ADDITIONAL RECEIVABLES AS OF
THE ADDITION CUT-OFF DATE;
(II)
ON OR PRIOR TO THE ADDITION CLOSING DATE, (X) THE SERVICER SHALL
HAVE CAUSED ITS COMPUTER TAPES AND COMPUTER RECORDS TO BE MARKED CLEARLY AND
UNAMBIGUOUSLY TO SHOW THAT THE SELLER HAS SOLD THE ADDITIONAL RECEIVABLES TO THE
DEBTOR AND (Y) THE DEBTOR SHALL HAVE CLEARLY AND UNAMBIGUOUSLY MARKED (OR CAUSED
TO BE MARKED) ITS GENERAL LEDGER AND ANY COMPUTER TAPES OR OTHER RECORDS TO SHOW
THAT AN UNDIVIDED INTEREST IN THE ADDITIONAL RECEIVABLES HAS BEEN PLEDGED TO THE
COLLATERAL AGENT;
(III)
(X) NONE OF A TERMINATION EVENT, A POTENTIAL TERMINATION EVENT OR
THE TERMINATION DATE SHALL HAVE OCCURRED AND BE CONTINUING OR WOULD RESULT FROM
SUCH INCREASE, AND (Y) NO AMORTIZATION EVENT HAS OCCURRED OR WOULD RESULT FROM
SUCH INCREASE;
(IV)
AFTER GIVING EFFECT TO SUCH INCREASE, THE NET INVESTMENT SHALL NOT
EXCEED THE FACILITY LIMIT;
(V)
THE SURETY BOND PROVIDER, THE ADMINISTRATIVE AGENT AND THE
COLLATERAL AGENT SHALL HAVE RECEIVED AN EXECUTED CERTIFICATION BY AN AUTHORIZED
OFFICER OF THE SERVICER SUBSTANTIALLY IN THE FORM OF EXHIBIT N, SHOWING, AMONG
OTHER THINGS, THE CALCULATIONS NECESSARY TO SUPPORT THE CALCULATION REQUIRED
PURSUANT TO CLAUSE (IV) ABOVE AND