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)
(A) NO MATERIAL ADVERSE EFFECT SHALL HAVE
OCCURRED IN THE AFFAIRS OF (I) THE BORROWER SINCE THE DATE OF ITS FORMATION OR
(II) THE MASTER SERVICER SINCE APRIL 1, 2004 AND (B) NO MATERIAL ADVERSE CHANGE
HAS OCCURRED IN THE VALUE OF ANY ACCOUNT SINCE THE DATE OF ORIGINATION OF SUCH
ACCOUNT; 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 (3) 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 MASTER SERVICER MAY
DELIVER A TRUST RECEIPT PURSUANT TO SECTION 3.2 OF THE CTA AGREEMENT;
(C)
THE BORROWER SHALL HAVE DELIVERED A BORROWING REQUEST TO THE AGENT
PURSUANT TO SECTION 2.2 HEREOF;
(D)
THE AGENT, THE CUSTODIAN AND THE TRUSTEE SHALL HAVE RECEIVED THE
SCHEDULE OF ACCOUNTS RELATING TO THE ACCOUNTS TO BE PURCHASED WITH THE PROCEEDS
OF SUCH LOAN;
(E)
THE AGENT SHALL HAVE RECEIVED ACKNOWLEDGMENT COPIES OF PROPER
FINANCING STATEMENTS, DULY FILED UNDER THE UNIFORM COMMERCIAL CODE OF ALL
JURISDICTIONS THAT THE LENDER MAY DEEM NECESSARY OR DESIRABLE IN ORDER TO
PERFECT THE OWNERSHIP INTEREST OF THE DEPOSITOR CREATED BY THE DAT, THE
OWNERSHIP INTEREST OF THE BORROWER CREATED BY THE BAT AGREEMENT AND THE SECURITY
INTEREST IN FAVOR OF THE TRUSTEE CREATED BY THE CTA AGREEMENT AND ALL OTHER
FILINGS, NOTIFICATIONS, CONSENTS AND RECORDINGS NECESSARY TO CONSUMMATE THE
TRANSACTIONS CONTEMPLATED HEREUNDER AND UNDER THE OTHER OPERATIVE DOCUMENTS
SHALL BE ACCOMPLISHED AND THE AGENT SHALL
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have received evidence of such filings, notifications, consents and recordings
satisfactory in form and substance to the Agent;
(F)
THE AGENT SHALL HAVE