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 OR PARTICIPATION HAS BEEN ASSIGNED, IT HAS BEEN RELEASED) AND HAS
THE RIGHT TO GRANT EACH SUCH ACCOUNT TO THE TRUSTEE, 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 TRUSTEE ALL OF ITS RIGHT, TITLE,
AND INTEREST IN AND TO EACH ACCOUNT GRANTED TO THE TRUSTEE BY IT TO SECURE THE
VFN AND THE AMOUNTS OWED HEREUNDER;
(IV)
THE INFORMATION SET FORTH IN THE SCHEDULE OF ACCOUNTS DELIVERED TO
THE CUSTODIAN, THE TRUSTEE 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, WITH RESPECT TO THE FIRST LOAN MADE ON OR AFTER THE CLOSING DATE, OR THE
IMMEDIATELY PRECEDING LOAN DATE, WITH RESPECT TO EACH LOAN THEREAFTER; AND
(VI)
THE REPRESENTATIONS AND WARRANTIES SET FORTH IN SECTION 3.1 ARE
TRUE AND CORRECT ON AND AS OF SUCH DAY AS THOUGH MADE ON AND AS OF SUCH DAY.
(B)
ALL OF THE ACCOUNT DOCUMENTS RELATING TO THE ACCOUNTS TO BE
PURCHASED ON SUCH DATE HAVE BEEN DELIVERED TO THE CUSTODIAN WITHIN THE TIME
PERIODS SPECIFIED IN SECTION 3.1 OF THE CTA AGREEMENT, EXCEPT THAT (I) IN LIEU
OF DELIVERING THE ACCOUNT DOCUMENTS FOR ANY ACCOUNT WHICH HAS BEEN THE SUBJECT
OF A FULL PREPAYMENT RECEIVED BY THE MASTER SERVICER AFTER THE CUT-OFF DATE BUT
NO LATER THAN THREE BUSINESS DAYS PRIOR TO THE LOAN DATE, THE BORROWER MAY
DELIVER, OR CAUSE TO BE DELIVERED, AS INDICATED IN THE OFFICERS' CERTIFICATE
FROM THE MASTER SERVICER DELIVERED PURSUANT TO PARAGRAPH (A) OF THIS SECTION
4.2, THE CASH PROCEEDS OF SUCH FULL PREPAYMENT AND (II) IN LIEU OF DELIVERING
THE ACCOUNT DOCUMENTS FOR ANY ACCOUNT WITH RESPECT TO WHICH FORECLOSURE
PROCEEDINGS HAVE BEEN COMMENCED AND SUCH ACCOUNT DOCUMENTS ARE REQUIRED IN
CONNECTION WITH THE PROSECUTION OF SUCH PROCEEDINGS, THE BORROWER MAY DELIVER A