TRUST RECEIPT PURSUANT TO SECTION 3.2 OF THE CTA AGREEMENT;
(C)
THE BORROWER SHALL HAVE DELIVERED A BORROWING REQUEST (WITH A COPY
TO THE SURETY PROVIDER) TO THE AGENT AND THE MANAGING AGENTS PURSUANT TO
SECTION 2.3 HEREOF;
(D)
EACH MANAGING AGENT, THE AGENT, THE SURETY PROVIDER, THE TRUSTEE
AND THE CUSTODIAN SHALL HAVE RECEIVED THE SCHEDULE OF ACCOUNTS RELATING TO THE
ACCOUNTS TO BE PURCHASED WITH THE PROCEEDS OF SUCH LOAN;
(E)
EACH MANAGING AGENT AND 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 HAVE RECEIVED EVIDENCE OF
SUCH FILINGS, NOTIFICATIONS, CONSENTS AND RECORDINGS SATISFACTORY IN FORM AND
SUBSTANCE TO THE AGENT AND THE SURETY PROVIDER;
(F)
EACH MANAGING AGENT AND THE AGENT SHALL HAVE RECEIVED COPIES OF
ALL CONSENTS, LICENSES AND APPROVALS, IF ANY, REQUIRED IN CONNECTION WITH THE
EXECUTION, DELIVERY AND PERFORMANCE BY IT AND THE VALIDITY AND ENFORCEABILITY
AGAINST IT OF THE OPERATIVE DOCUMENTS TO APPROVALS SHALL BE IN FULL FORCE AND
EFFECT;
(G)
THE DEPOSITOR SHALL HAVE CONTINUED TO PURCHASE OR OTHERWISE
ACQUIRE ALL OR SUBSTANTIALLY ALL OF THE ACCOUNTS ORIGINATED BY THE ORIGINATOR
(OR ORIGINATED BY AN ELIGIBLE ORIGINATOR AND SOLD TO THE DEPOSITOR) ON AN
ONGOING BASIS;
(H)
AFTER GIVING EFFECT TO ANY REQUESTED LOAN, NO BORROWING BASE
DEFICIENCY SHALL EXIST;
(I)
THE FACILITY TERMINATION DATE SHALL NOT HAVE OCCURRED;
(J)
NO SERVICER DEFAULT OR DEFAULT UNDER ANY SUBSERVICING AGREEMENT
SHALL HAVE OCCURRED AND BE CONTINUING, AND NO CONDITION THAT WITH THE GIVING OF
NOTICE OR THE PASSAGE OF TIME WORLD CONSTITUTE A SERVICER DEFAULT OR A DEFAULT
UNDER ANY SUBSERVICING AGREEMENT SHALL HAVE OCCURRED AND BE CONTINUING;
(K)
NO MORE THAN 7% OF THE ACCOUNTS THEN OWNED BY THE BORROWER MAY BE
IN ARREARS FOR 60 DAYS OR MORE AS OF THE LAST DAY OF ANY MONTH PRECEDING THE
BORROWING DATE;
(L)
ON SUCH DATE, THE WEIGHTED AVERAGE INTEREST RATE OF ALL ELIGIBLE
ACCOUNTS, AFTER GIVING EFFECT TO ALL ELIGIBLE ACCOUNTS TO BE ADDED ON SUCH DATE,
SHALL BE GREATER THAN OR EQUAL TO 7.25% PER ANNUM; AND
(M)
IF AFTER GIVING EFFECT TO ANY REQUESTED LOAN, THE NET INVESTMENT
SHALL BE EQUAL TO OR GREATER THAN $125,000,000, THE BORROWER SHALL PROVIDE TO
THE SURETY PROVIDER INFORMATION REGARDING INTEREST RATE PROTECTION ON THE
FACILITY.
IF NONE EXISTS, OR THE CURRENT HEDGE IS UNACCEPTABLE TO THE SURETY
PROVIDER, THE BORROWER AND SURETY PROVIDER WILL WORK TOGETHER TO AGREE ON A
MUTUALLY ACCEPTABLE SOLUTION TO BE PUT IN PLACE IF REQUIRED BY THE SURETY
PROVIDER.