NOTES HAVE
BEEN RATED AT LEAST "BAA3" BY MOODY'S AND "BBB-" BY S&P AND FITCH, (X) THE CLASS
J NOTES HAVE BEEN RATED AT LEAST "BA2" BY MOODY'S AND "BB" BY S&P AND FITCH AND
(XI) THE CLASS K NOTES HAVE BEEN RATED AT LEAST "B2" BY MOODY'S AND "B" BY S&P
AND FITCH AND THAT SUCH RATINGS ARE IN FULL FORCE AND EFFECT ON THE CLOSING
DATE.
(D)
ACCOUNTS.
EVIDENCE OF THE ESTABLISHMENT OF THE PAYMENT ACCOUNT, THE
COLLECTION ACCOUNT, THE INTEREST COLLECTION ACCOUNT, THE PRINCIPAL COLLECTION
ACCOUNT, THE UNUSED PROCEEDS ACCOUNT, THE DELAYED FUNDING OBLIGATIONS ACCOUNT,
THE EXPENSE ACCOUNT, EACH HEDGE COLLATERAL ACCOUNT, EACH HEDGE TERMINATION
ACCOUNT, THE PREFERRED SHARES DISTRIBUTION ACCOUNT AND THE CUSTODIAL ACCOUNT.
(E)
DEPOSIT TO EXPENSE ACCOUNT.
ON THE CLOSING DATE, THE ISSUER SHALL
DEPOSIT INTO THE EXPENSE ACCOUNT FROM THE GROSS PROCEEDS OF THE OFFERING OF THE
SECURITIES, APPROXIMATELY $11,234,432.
(F)
DEPOSIT TO DELAYED FUNDING OBLIGATIONS ACCOUNT.
ON THE CLOSING DATE,
THE ISSUER OR THE SELLER SHALL DEPOSIT INTO THE DELAYED FUNDING OBLIGATIONS
ACCOUNT APPROXIMATELY $2,218,133, WHICH, IN THE AGGREGATE IS SUFFICIENT TO
FULFILL THE MAXIMUM FUNDING OBLIGATIONS UNDER ALL DELAYED DRAW TERM LOANS
INCLUDED IN THE INITIAL COLLATERAL DEBT SECURITIES.
(G)
DEPOSIT TO UNUSED PROCEEDS ACCOUNT.
ON THE CLOSING DATE, THE ISSUER
SHALL DEPOSIT THE INITIAL DEPOSIT WITH THE TRUSTEE IN AN AMOUNT EQUAL TO
APPROXIMATELY $190,718,894.
109
(H)
ISSUANCE OF PREFERRED SHARES.
THE ISSUER SHALL HAVE DELIVERED TO THE
TRUSTEE EVIDENCE THAT THE PREFERRED SHARES HAVE BEEN, OR CONTEMPORANEOUSLY WITH
THE ISSUANCE OF THE NOTES WILL BE, (1) ISSUED BY THE ISSUER AND (2) ACQUIRED IN
THEIR ENTIRETY BY QRS CORP.
SECTION 3.3
TRANSFER OF PLEDGED OBLIGATIONS.
(A)
WELLS FARGO BANK, NATIONAL ASSOCIATION IS HEREBY APPOINTED AS
SECURITIES INTERMEDIARY (IN SUCH CAPACITY, THE "CUSTODIAL SECURITIES
INTERMEDIARY") TO HOLD ALL PLEDGED OBLIGATIONS DELIVERED TO IT IN PHYSICAL FORM
AT ITS OFFICE IN MINNEAPOLIS, MINNESOTA.
ANY SUCCESSOR TO SUCH SECURITIES
INTERMEDIARY SHALL BE A U.S. STATE OR NATIONAL BANK OR TRUST COMPANY THAT IS NOT
AN AFFILIATE OF THE ISSUER OR THE CO-ISSUER AND HAS CAPITAL AND SURPLUS OF AT
LEAST $100,000,000.
SUBJECT TO THE LIMITED RIGHT TO RELOCATE PLEDGED
OBLIGATIONS SET FORTH IN SECTION 7.5(B), THE CUSTODIAL SECURITIES INTERMEDIARY,
AS A SECURITIES INTERMEDIARY, SHALL HOLD ALL COLLATERAL DEBT SECURITIES IN THE
CUSTODIAL ACCOUNT AND ELIGIBLE INVESTMENTS AND OTHER INVESTMENTS PURCHASED IN
ACCORDANCE WITH THIS INDENTURE IN THE RESPECTIVE ACCOUNTS IN WHICH THE FUNDS
USED TO PURCHASE SUCH INVESTMENTS ARE HELD IN ACCORDANCE WITH ARTICLE 10, AND,
IN RESPECT OF EACH ACCOUNT (OTHER THAN THE PAYMENT ACCOUNT), THE TRUSTEE SHALL
HAVE ENTERED INTO AN AGREEMENT WITH THE SECURITIES INTERMEDIARY (THE "SECURITIES
ACCOUNTS CONTROL AGREEMENT") PROVIDING, INTER ALIA, THAT THE ESTABLISHMENT AND
MAINTENANCE OF SUCH ACCOUNT WILL BE GOVERNED BY A LAW SATISFACTORY TO THE
ISSUER, THE TRUSTEE AND THE CUSTODIAL SECURITIES INTERMEDIARY.
TO THE MAXIMUM
EXTENT FEASIBLE, PLEDGED OBLIGATIONS SHALL BE TRANSFERRED TO THE TRUSTEE AS
SECURITY ENTITLEMENTS IN THE MANNER SET FORTH IN CLAUSE (I) BELOW.
IN THE EVENT
THAT THE