UNDER THE UCC (OR ANY EQUIVALENT OR SIMILAR LEGISLATION) IN
FORM AND SUBSTANCE SATISFACTORY TO BUYER IN EACH JURISDICTION AS MAY BE
NECESSARY (IN BUYER'S JUDGMENT) EFFECTIVELY TO PERFECT THE INTERESTS IN ALL
WAREHOUSE ASSETS CREATED BY THIS AGREEMENT;
(III)
COPIES OF PROPER FINANCING TERMINATION STATEMENTS, IF ANY,
NECESSARY TO RELEASE ALL ADVERSE CLAIMS OF ANY PERSON IN WAREHOUSE ASSETS
PREVIOUSLY GRANTED BY CUSTOMER OR ANY OTHER PERSON;
(IV)
ALL CONTRACTS AND RECEIVABLE DELIVERY DOCUMENTS RELATING TO THE
WAREHOUSE ASSETS AS OF THE CLOSING DATE SHALL HAVE BEEN DELIVERED TO CUSTODIAN;
(V)
CERTIFIED COPIES OF REQUEST FOR INFORMATION OR COPIES (FORM 11)
(OR A SIMILAR SEARCH REPORT CERTIFIED BY PARTIES ACCEPTABLE TO BUYER) DATED A
DATE REASONABLY NEAR THE CLOSING DATE LISTING ALL EFFECTIVE FINANCING STATEMENTS
THAT NAME CUSTOMER (UNDER SUCH PRESENT NAME AND ANY PREVIOUS NAME) AS TRANSFEROR
OR DEBTOR AND THAT ARE FILED IN JURISDICTIONS IN WHICH THE FILINGS WERE MADE
PURSUANT TO ITEM (F)(II) ABOVE TOGETHER WITH COPIES OF SUCH FINANCING STATEMENTS
(NONE OF WHICH SHALL COVER ANY WAREHOUSE ASSETS); AND
(VI)
EVIDENCE REASONABLY SATISFACTORY TO BUYER THAT ALL OTHER FILINGS,
RECORDINGS AND OTHER ACTIONS BUYER DEEMS NECESSARY OR ADVISABLE TO ESTABLISH,
PRESERVE AND PERFECT THE LIENS GRANTED TO BUYER IN THE WAREHOUSE ASSETS SHALL
HAVE BEEN MADE.
(G)
POWERS OF ATTORNEY AND OTHER DOCUMENTS.
CUSTOMER SHALL HAVE
DELIVERED TO BUYER SUCH POWERS OF ATTORNEY AND DOCUMENTS AS BUYER SHALL REQUEST
TO ENABLE BUYER OR CUSTODIAN TO COLLECT ALL AMOUNTS DUE UNDER ANY AND ALL
WAREHOUSE ASSETS, INCLUDING A POWER OF ATTORNEY IN SUBSTANTIALLY THE FORM OF
EXHIBIT C ANNEXED HERETO.
(H)
INSURANCE.
CUSTOMER SHALL HAVE DELIVERED TO BUYER EVIDENCE
SATISFACTORY TO BUYER THAT THE INSURANCE POLICIES REQUIRED BY SECTION 5.1(I)
HAVE BEEN OBTAINED AND ARE IN FULL FORCE AND EFFECT, AND AN ASSIGNMENT OF
INSURANCE INTERESTS IN THE FORM OF EXHIBIT D ANNEXED HERETO DULY EXECUTED BY
CUSTOMER.
(I)
EXECUTION OF TRANSACTION DOCUMENTS.
CUSTOMER SHALL HAVE
DELIVERED TO BUYER EVIDENCE SATISFACTORY TO BUYER OF THE EXECUTION AND DELIVERY
BY EACH OF THE PARTIES THERETO OF ALL TRANSACTION DOCUMENTS AND INSTRUMENTS
CONTEMPLATED THEREBY.
(J)
AUDITORS LETTER.
CUSTOMER SHALL HAVE DELIVERED TO BUYER A COPY
OF A LETTER IN SUBSTANTIALLY THE FORM OF EXHIBIT F ANNEXED HERETO DELIVERED BY
CUSTOMER TO ITS ACCOUNTANTS INSTRUCTING THEM TO DISCLOSE TO BUYER OR ANY OTHER
PURCHASER REPRESENTATIVE ALL FINANCIAL STATEMENTS AND OTHER INFORMATION OF ANY
KIND RELATING TO CUSTOMER'S BUSINESS, FINANCIAL CONDITION AND OTHER AFFAIRS THAT
BUYER OR ANY OTHER PURCHASER REPRESENTATIVE MAY REASONABLY REQUEST.
(K)
INSPECTION OF RECORDS.
CUSTOMER SHALL HAVE DELIVERED TO BUYER A
DIRECTION LETTER EXECUTED BY CUSTOMER AUTHORIZING BUYER, SERVICER AND CUSTODIAN
AND DIRECTING
44
WAREHOUSEMEN TO ALLOW BUYER, CUSTODIAN OR SERVICER, TO INSPECT AND MAKE COPIES
FROM CUSTOMER'S BOOKS AND RECORDS MAINTAINED AT OFF-SITE DATA PROCESSING OR
STORAGE FACILITIES.
(L)
CONSENTS.
CUSTOMER SHALL HAVE DELIVERED TO BUYER EXECUTED COPIES
OF (I) ALL CONSENTS FROM AND AUTHORIZATIONS BY ANY PERSONS AND (II) ALL WAIVERS
AND AMENDMENTS TO EXISTING CREDIT FACILITIES, THAT ARE NECESSARY IN CONNECTION
WITH