WITH RESPECT TO THE FIRST LOAN MADE ON OR
AFTER THE CLOSING DATE, OR THE IMMEDIATELY PRECEDING LOAN DATE, WITH RESPECT TO
EACH LOAN THEREAFTER; AND
(VI)
THE REPRESENTATIONS AND WARRANTIES SET FORTH
IN SECTION 3.1 ARE TRUE AND CORRECT ON AND AS OF SUCH DAY AS THOUGH MADE ON AND
AS OF SUCH DAY.
(B)
ALL OF THE ACCOUNT DOCUMENTS RELATING TO THE
ACCOUNTS TO BE PURCHASED ON SUCH DATE HAVE BEEN DELIVERED TO THE COLLATERAL
AGENT WITHIN THE TIME PERIODS SPECIFIED IN SECTION 3.1 OF THE CCA AGREEMENT,
EXCEPT THAT (I) IN LIEU OF DELIVERING THE ACCOUNT DOCUMENTS FOR ANY ACCOUNT
WHICH HAS BEEN THE SUBJECT OF A FULL PREPAYMENT RECEIVED BY THE MASTER SERVICER
AFTER THE CUT-OFF DATE BUT NO LATER THAN THREE BUSINESS DAYS PRIOR TO THE LOAN
DATE, THE BORROWER MAY DELIVER, OR CAUSE TO BE DELIVERED, AS INDICATED IN THE
OFFICERS' CERTIFICATE FROM THE MASTER SERVICER DELIVERED PURSUANT TO PARAGRAPH
(A) OF THIS SECTION 4.2, THE CASH PROCEEDS OF SUCH FULL PREPAYMENT AND (II) IN
LIEU OF DELIVERING THE ACCOUNT DOCUMENTS FOR ANY ACCOUNT WITH RESPECT TO WHICH
FORECLOSURE PROCEEDINGS HAVE BEEN COMMENCED AND SUCH ACCOUNT DOCUMENTS ARE
REQUIRED IN CONNECTION WITH THE PROSECUTION OF SUCH PROCEEDINGS, THE BORROWER
MAY DELIVER A TRUST RECEIPT PURSUANT TO SECTION 3.2 OF THE CCA 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 AND THE COLLATERAL AGENT 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 COLLATERAL AGENT
CREATED BY THE CCA 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;
22
(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,