OTHER DOCUMENTS, INSTRUMENTS, AGREEMENTS AND
LEGAL OPINIONS AS EACH LENDER AND THE ADMINISTRATIVE AGENT SHALL REQUEST IN
CONNECTION WITH THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT, INCLUDING ALL
THOSE LISTED IN THE SCHEDULE OF DOCUMENTS, EACH IN FORM AND SUBSTANCE
SATISFACTORY TO EACH LENDER AND THE ADMINISTRATIVE AGENT.
(B)
GOVERNMENTAL APPROVALS.
THE LENDERS AND THE ADMINISTRATIVE AGENT
SHALL HAVE RECEIVED (I) SATISFACTORY EVIDENCE THAT THE BORROWER, THE SERVICER
AND THE ORIGINATORS HAVE OBTAINED ALL REQUIRED CONSENTS AND APPROVALS OF ALL
PERSONS, INCLUDING ALL REQUISITE GOVERNMENTAL AUTHORITIES, TO THE EXECUTION,
DELIVERY AND PERFORMANCE OF THIS AGREEMENT AND THE OTHER RELATED DOCUMENTS AND
THE CONSUMMATION OF THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY OR (II) AN
OFFICER'S CERTIFICATE FROM EACH OF THE BORROWER AND THE SERVICER IN FORM AND
SUBSTANCE SATISFACTORY TO THE LENDERS AND THE ADMINISTRATIVE AGENT AFFIRMING
THAT NO SUCH CONSENTS OR APPROVALS ARE REQUIRED.
(C)
COMPLIANCE WITH LAWS.
THE BORROWER AND THE TRANSACTION PARTIES
SHALL BE IN COMPLIANCE WITH ALL APPLICABLE FOREIGN, FEDERAL, STATE AND LOCAL
LAWS AND REGULATIONS, INCLUDING, WITHOUT LIMITATION, THOSE SPECIFICALLY
REFERENCED IN SECTION 5.01(A), EXCEPT TO THE EXTENT NONCOMPLIANCE COULD NOT
REASONABLY BE EXPECTED TO HAVE A MATERIAL ADVERSE EFFECT.
(D)
PAYMENT OF FEES.
THE BORROWER SHALL HAVE PAID ALL FEES REQUIRED
TO BE PAID BY IT ON THE EFFECTIVE DATE, INCLUDING ALL FEES REQUIRED HEREUNDER
AND UNDER THE FEE LETTER, AND SHALL HAVE REIMBURSED THE ADMINISTRATIVE AGENT FOR
ALL RATING AGENCY FEES AND ALL OTHER REASONABLE FEES, COSTS AND EXPENSES OF
CLOSING THE TRANSACTIONS CONTEMPLATED HEREUNDER AND UNDER THE OTHER RELATED
DOCUMENTS, INCLUDING THE ADMINISTRATIVE AGENT'S REASONABLE LEGAL AND AUDIT
EXPENSES, AND OTHER DOCUMENT PREPARATION COSTS.
(E)
REPRESENTATIONS AND WARRANTIES.
EACH REPRESENTATION AND WARRANTY
BY THE BORROWER AND EACH TRANSACTION PARTY CONTAINED HEREIN AND IN EACH OTHER
RELATED DOCUMENT SHALL BE TRUE AND CORRECT AS OF THE EFFECTIVE DATE, EXCEPT TO
THE EXTENT THAT SUCH REPRESENTATION OR WARRANTY EXPRESSLY RELATES SOLELY TO AN
EARLIER DATE.
(F)
NO TERMINATION EVENT.
NO INCIPIENT TERMINATION EVENT OR
TERMINATION EVENT HEREUNDER SHALL HAVE OCCURRED AND BE CONTINUING OR WOULD
RESULT AFTER GIVING EFFECT TO ANY OF THE TRANSACTIONS CONTEMPLATED ON THE
CLOSING DATE.
(G)
AUDIT.
THE ADMINISTRATIVE AGENT SHALL HAVE COMPLETED A PREFUNDING
AUDIT OF THE RECEIVABLES AS OF THE CLOSING DATE, THE SCOPE AND RESULTS OF WHICH
ARE SATISFACTORY TO THE ADMINISTRATIVE AGENT AND EACH LENDER IN ITS SOLE
DISCRETION.
(H)
MATERIAL ADVERSE CHANGE.
THERE WILL HAVE BEEN (I) SINCE
SEPTEMBER 30, 2005 NO MATERIAL ADVERSE CHANGE INDIVIDUALLY OR IN THE AGGREGATE,
(X) IN THE BUSINESS, THE
16
financial or other condition of the Transaction Parties, taken as a whole, or
(y) in the Receivables or Related Property, taken as a whole and (ii) no
litigation commenced which is reasonably likely to be adversely determined, and
if so determined, would have a Material Adverse Effect on the Borrower or the
Transaction Parties taken as a whole, their business, or which challenges the
transactions contemplated under this Agreement, the Sale Agreement and the other
Related Documents.
(I)
PRIOR OBLIGATIONS.