OF
ANY FINANCING STATEMENTS AGAINST THE ISSUER THAT INCLUDE A DESCRIPTION OF
COLLATERAL COVERING THE ASSETS OTHER THAN ANY FINANCING STATEMENT RELATING TO
THE SECURITY INTEREST GRANTED TO THE TRUSTEE FOR THE BENEFIT OF THE NOTEHOLDERS
AND EACH HEDGE COUNTERPARTY HEREUNDER OR THAT HAS BEEN TERMINATED; THE ISSUER IS
NOT AWARE OF ANY JUDGMENT OR PENSION BENEFIT GUARANTEE CORPORATION LIEN AND TAX
LIEN FILINGS AGAINST THE ISSUER;
(VI)
THE ISSUER HAS RECEIVED ALL CONSENTS AND APPROVALS REQUIRED BY THE
TERMS OF EACH ASSET AND THE UNDERLYING INSTRUMENTS TO GRANT TO THE TRUSTEE ITS
INTEREST AND RIGHTS IN SUCH ASSET HEREUNDER;
(VII)
THE ISSUER HAS CAUSED OR WILL HAVE CAUSED, WITHIN 10 DAYS, THE
FILING OF ALL APPROPRIATE FINANCING STATEMENTS IN THE PROPER FILING OFFICE IN
THE APPROPRIATE JURISDICTIONS UNDER APPLICABLE LAW IN ORDER TO PERFECT THE
SECURITY INTEREST IN THE ASSETS GRANTED TO THE TRUSTEE FOR THE BENEFIT OF THE
NOTEHOLDERS AND EACH HEDGE COUNTERPARTY HEREUNDER;
(VIII)
EACH ASSET IS AN INSTRUMENT, A GENERAL INTANGIBLE OR A
CERTIFICATED SECURITY OR UNCERTIFICATED SECURITY OR HAS BEEN AND WILL HAVE BEEN
CREDITED TO A SECURITIES ACCOUNT;
(IX)
THE CUSTODIAL SECURITIES INTERMEDIARY HAS AGREED TO TREAT ALL
ASSETS CREDITED TO THE SECURITIES ACCOUNT AS FINANCIAL ASSETS;
(X)
THE ISSUER HAS DELIVERED A FULLY EXECUTED SECURITIES ACCOUNTS
CONTROL AGREEMENT PURSUANT TO WHICH THE CUSTODIAL SECURITIES INTERMEDIARY HAS
AGREED TO COMPLY WITH ALL INSTRUCTIONS ORIGINATED BY THE TRUSTEE RELATING TO THE
CUSTODIAL ACCOUNT WITHOUT FURTHER CONSENT OF THE ISSUER;
THE CUSTODIAL ACCOUNT
IS NOT IN THE NAME OF ANY PERSON OTHER THAN THE ISSUER OR THE TRUSTEE;
THE
ISSUER HAS NOT CONSENTED TO THE SECURITIES INTERMEDIARY OF THE CUSTODIAL ACCOUNT
TO COMPLY WITH ENTITLEMENT ORDERS OF ANY PERSON OTHER THAN THE TRUSTEE;
(XI)
(A) ALL ORIGINAL EXECUTED COPIES OF EACH PROMISSORY NOTE OR OTHER
WRITINGS THAT CONSTITUTE OR EVIDENCE ANY PLEDGED OBLIGATION THAT CONSTITUTES
INSTRUMENTS HAVE BEEN DELIVERED TO THE CUSTODIAL SECURITIES INTERMEDIARY FOR THE
BENEFIT OF THE TRUSTEE, (B) THE ISSUER HAS RECEIVED A WRITTEN ACKNOWLEDGEMENT
FROM THE CUSTODIAL SECURITIES INTERMEDIARY THAT THE CUSTODIAL SECURITIES
INTERMEDIARY IS ACTING SOLELY AS AGENT OF THE TRUSTEE AND (C) NONE OF THE
PROMISSORY NOTES OR OTHER WRITINGS THAT CONSTITUTE OR EVIDENCE SUCH COLLATERAL
HAS ANY MARKS OR NOTATIONS INDICATING THAT THEY HAVE BEEN PLEDGED, ASSIGNED OR
OTHERWISE CONVEYED BY THE ISSUER TO ANY PERSON OTHER THAN THE TRUSTEE;
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(XII)
(A) THE COLLECTION ACCOUNTS, THE UNUSED PROCEEDS ACCOUNT, THE
DELAYED FUNDING OBLIGATIONS ACCOUNT, EACH HEDGE TERMINATION ACCOUNT, EACH HEDGE
COLLATERAL ACCOUNT, THE EXPENSE ACCOUNT AND THE PAYMENT ACCOUNT (COLLECTIVELY,
THE "DEPOSIT ACCOUNTS") CONSTITUTE "DEPOSIT ACCOUNTS" WITHIN THE MEANING OF THE
UCC, (B) THE ISSUER HAS TAKEN ALL STEPS NECESSARY TO CAUSE THE TRUSTEE TO BECOME
THE CUSTOMER AND ACCOUNT HOLDER OF THE DEPOSIT ACCOUNTS, (C) OTHER THAN THE
SECURITY INTEREST GRANTED TO THE TRUSTEE PURSUANT TO THIS INDENTURE, THE ISSUER
HAS NOT PLEDGED, ASSIGNED, SOLD, GRANTED A SECURITY INTEREST IN, OR OTHERWISE
CONVEYED ANY OF THE DEPOSIT ACCOUNTS, AND (D) THE DEPOSIT ACCOUNTS ARE NOT IN