(I)
PLACE OF BUSINESS.
THE CHIEF PLACE OF BUSINESS OF THE BORROWER
IS LOCATED AT THE ADDRESS OF THE BORROWER INDICATED IN SECTION 8.3 HEREOF AND
ALL OF THE BORROWER'S RECORDS ARE KEPT AT THE OFFICES OF THE CUSTODIAN.
(J)
NATURE OF ACCOUNTS.
EACH ACCOUNT TO BE PURCHASED WITH THE
PROCEEDS OF A LOAN IS AN ELIGIBLE ACCOUNT AND AN "ELIGIBLE ASSET" AS DEFINED IN
RULE 3A-7 UNDER THE INVESTMENT COMPANY ACT OF 1940, AS AMENDED.
(K)
NO EVENT OF DEFAULT OR FACILITY TERMINATION EVENT.
NO EVENT HAS
OCCURRED AND IS CONTINUING AND NO CONDITION EXISTS WHICH CONSTITUTES AN EVENT OF
DEFAULT OR
17
FACILITY TERMINATION EVENT OR, TO THE KNOWLEDGE OF THE BORROWER, A POTENTIAL
EVENT OF 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 ANY 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 FEES WITHDRAWN
PURSUANT TO SECTION 2.15 OF THE MASTER SERVICING AGREEMENT) ON THE ACCOUNTS TO
BE PURCHASED WITH THE PROCEEDS OF A LOAN DUE AFTER THE APPLICABLE CUT-OFF DATE
AND RECEIVED MORE THAN THREE (3) 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