DEFAULT OR POTENTIAL FACILITY TERMINATION EVENT.
(L)
NOT AN INVESTMENT COMPANY.
THE BORROWER IS NOT AN "INVESTMENT
COMPANY" WITHIN THE MEANING OF THE INVESTMENT COMPANY ACT OF 1940, AS AMENDED,
OR IS EXEMPT FROM ALL PROVISIONS OF SUCH ACT.
(M)
ERISA.
THE BORROWER IS IN COMPLIANCE IN ALL MATERIAL RESPECTS WITH
ERISA AND NO LIEN IN FAVOR OF THE PENSION BENEFIT GUARANTY CORPORATION ON ANY OF
THE ACCOUNTS EXISTS.
(N)
BENEFICIAL OWNERSHIP.
THE DEPOSITOR HOLDS A 100% BENEFICIAL
OWNERSHIP IN THE BORROWER.
(O)
DEBT FOR TAX.
THE BORROWER WILL TREAT THE LOANS AS INDEBTEDNESS
FOR FEDERAL INCOME TAX PURPOSES.
(P)
UNACCEPTABLE INVESTMENT.
THE BORROWER HAS NO KNOWLEDGE OF ANY
MATERIAL CIRCUMSTANCE OR CONDITION WITH RESPECT TO THE ACCOUNTS, THE OBLIGORS,
OR THE CREDIT STANDING OF THE OBLIGORS THAT COULD REASONABLY BE EXPECTED TO
CAUSE AN ACCOUNT TO BE AN UNACCEPTABLE INVESTMENT OR ADVERSELY AFFECT THE VALUE
OF ANY ACCOUNT.
(Q)
ACTION, ERROR, OMISSION, ETC.
TO THE KNOWLEDGE OF THE BORROWER,
NO MATERIAL ACTION, ERROR, OMISSION, MISREPRESENTATION, NEGLIGENCE, FRAUD, OR
SIMILAR OCCURRENCE WITH RESPECT TO AN ACCOUNT HAS TAKEN PLACE ON THE PART OF ANY
PERSON, INCLUDING, WITHOUT LIMITATION, ANY OBLIGOR, THE DEPOSITOR, THE
ORIGINATOR OR ELIGIBLE ORIGINATOR, ANY APPRAISER, ANY BUILDER, OR DEVELOPER, OR
ANY OTHER PARTY INVOLVED IN THE ORIGINATION OF THE ACCOUNTS OR IN THE
APPLICATION OF INSURANCE IN RELATION TO SUCH ACCOUNTS.
(R)
NO LITIGATION.
THERE ARE NO ACTIONS, SUITS, OR PROCEEDINGS
PENDING, OR TO THE KNOWLEDGE OF THE BORROWER, THREATENED AGAINST OR AFFECTING
THE BORROWER OR ANY AFFILIATE OF THE BORROWER OR THEIR RESPECTIVE PROPERTIES, IN
OR BEFORE ANY COURT, ARBITRATOR, OR OTHER BODY WHICH QUESTION THE VALIDITY OF
THIS LOAN AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREIN, OR WHICH COULD BE
REASONABLY EXPECTED TO HAVE A MATERIALLY ADVERSE EFFECT ON THE FINANCIAL
CONDITION OF THE BORROWER OR ITS ABILITY TO PERFORM ITS OBLIGATIONS UNDER THIS
LOAN AGREEMENT.
(S)
MONTHLY PAYMENTS.
ALL MONTHLY PAYMENTS (NET OF THE SERVICING FEE)
ON THE ACCOUNTS TO BE PURCHASED WITH THE PROCEEDS OF A LOAN DUE AFTER THE
APPLICABLE CUT-OFF DATE AND RECEIVED MORE THAN THREE BUSINESS DAYS PRIOR TO THE
LOAN DATE, PLUS THE PROCEEDS OF EACH FULL PREPAYMENT OF ANY SUCH ACCOUNT
(INCLUDING ANY RELATED PAYMENT OF INTEREST) RECEIVED BY THE MASTER SERVICER
AFTER THE CUT-OFF DATE BUT MORE THAN THREE BUSINESS DAYS PRIOR TO THE LOAN DATE,
WILL HAVE BEEN FOR DEPOSITED IN THE HOLDING ACCOUNT IN ACCORDANCE WITH
SECTION 2.7 OF THE MASTER SERVICING AGREEMENT.
Any document, instrument, certificate or notice delivered to the Agent or the
Managing Agents under this Loan Agreement shall be deemed a representation and
warranty by the Borrower.
SECTION 3.2.
REAFFIRMATION OF REPRESENTATIONS AND WARRANTIES BY THE
BORROWER.
ON EACH DAY THAT A LOAN IS MADE HEREUNDER, THE BORROWER, BY ACCEPTING
THE PROCEEDS OF SUCH LOAN,
SHALL BE DEEMED TO HAVE CERTIFIED THAT ALL REPRESENTATIONS AND WARRANTIES
DESCRIBED IN SECTION 3.1 ARE TRUE AND CORRECT ON AND AS OF SUCH DAY AS THOUGH
MADE ON AND AS OF SUCH DAY.