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 $250,000,000, 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.
ARTICLE 5
COVENANTS
SECTION 5.1.
AFFIRMATIVE COVENANTS OF
BORROWER.
AT ALL TIMES FROM THE DATE HEREOF TO THE DATE ON WHICH ALL AMOUNTS
DUE AND OWING TO ANY OF THE SECURED PARTIES UNDER THE OPERATIVE DOCUMENTS HAVE
BEEN PAID IN FULL AND THIS LOAN AGREEMENT HAS TERMINATED UNLESS THE CONTROLLING
PARTY SHALL OTHERWISE CONSENT IN WRITING:
(A)
AGREED UPON PROCEDURES REPORT.
PRIOR TO
DECEMBER 31, 2004 AND DECEMBER 31ST OF EACH CALENDAR YEAR THEREAFTER, THE
BORROWER SHALL DELIVER TO EACH MANAGING AGENT AND THE SURETY PROVIDER AN AGREED
UPON PROCEDURES REPORT WITH RESPECT TO ALL ACCOUNTS OWNED BY THE BORROWER AND
SUCH OTHER MATTERS AS THE AGENT REASONABLY REQUESTS; PROVIDED, HOWEVER, SO LONG
AS NO EVENT OF DEFAULT, POTENTIAL EVENT OF DEFAULT, FACILITY TERMINATION EVENT
OR POTENTIAL FACILITY TERMINATION EVENT HAS OCCURRED, THE BORROWER SHALL ONLY BE
REQUIRED TO DELIVER ONE AGREED UPON PROCEDURES REPORT AT ITS EXPENSE IN ANY
CALENDAR YEAR.
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(B)
OTHER INFORMATION.
THE BORROWER SHALL
DELIVER TO EACH MANAGING AGENT AND THE AGENT (I) A COPY OF ALL FINANCIAL
DOCUMENTS AND REPORTS PROVIDED TO THE BORROWER BY THE DEPOSITOR, THE ORIGINATOR,
ANY ELIGIBLE ORIGINATOR OR ANY OTHER PERSON IN ANY CAPACITY PURSUANT TO THE
OPERATIVE DOCUMENTS, (II) ANY MATERIAL NOTICES WITH RESPECT TO ANY MORTGAGED
PROPERTY AND (III) SUCH OTHER INFORMATION (INCLUDING NON-FINANCIAL INFORMATION)
AS ANY MANAGING AGENT, THE AGENT OR THE SURETY PROVIDER MAY FROM TIME TO TIME
REASONABLY REQUEST.
(C)
COMPLIANCE CERTIFICATE.
THE BORROWER SHALL
DELIVER TO THE AGENT, EACH MANAGING AGENT AND THE SURETY PROVIDER WITHIN 90 DAYS
AFTER THE CLOSE OF THE BORROWER'S FISCAL YEAR, A COMPLIANCE CERTIFICATE SIGNED
BY AN AUTHORIZED SIGNATORY OF THE BORROWER STATING THAT NO EVENT OF DEFAULT OR
POTENTIAL EVENT OF DEFAULT EXISTS, OR IF ANY EVENT