DATE REASONABLY NEAR THE DATE OF THE INITIAL INVESTMENT LISTING
ALL EFFECTIVE FINANCING STATEMENTS WHICH NAME THE SPV OR ANY ORIGINATOR (UNDER
THEIR RESPECTIVE PRESENT NAMES AND ANY PREVIOUS NAMES) AS DEBTOR AND WHICH ARE
FILED IN JURISDICTIONS IN WHICH THE FILINGS WERE MADE PURSUANT TO CLAUSES (F),
(G) OR (H) ABOVE AND SUCH OTHER JURISDICTIONS WHERE THE AGENT MAY REASONABLY
REQUEST TOGETHER WITH COPIES OF SUCH FINANCING STATEMENTS (NONE OF WHICH SHALL
COVER ANY RECEIVABLES, OTHER AFFECTED ASSETS OR CONTRACTS), AND SIMILAR SEARCH
REPORTS WITH RESPECT TO FEDERAL TAX LIENS AND LIENS OF THE PENSION BENEFIT
GUARANTY CORPORATION IN SUCH JURISDICTIONS, SHOWING NO SUCH LIENS ON ANY OF THE
RECEIVABLES, OTHER AFFECTED ASSETS OR CONTRACTS.
(M)
EXECUTED COPIES OF THE BLOCKED ACCOUNT AGREEMENTS RELATING TO EACH
OF THE BLOCKED ACCOUNTS.
(N)
A FAVORABLE OPINION OF KAREN E. GOWLAND, VICE PRESIDENT AND
GENERAL COUNSEL TO THE SPV, THE SERVICER AND EACH ORIGINATOR, COVERING
PARAGRAPHS 1, 2, 3, 5, 6, 7 AND 8 OF EXHIBIT I, AND AS TO SUCH OTHER MATTERS AS
THE AGENT MAY REASONABLY REQUEST, IN FORM AND SUBSTANCE SATISFACTORY TO THE
AGENT AND AGENT'S COUNSEL.
(O)
A FAVORABLE OPINION OF HELLER EHRMAN LLP, SPECIAL COUNSEL TO THE
SPV AND EACH ORIGINATOR, COVERING PARAGRAPHS 4, 9, 10, 11 AND 12 OF EXHIBIT I,
INCLUDING THE TIME PERIOD OVER WHICH UCC FINANCING STATEMENTS FILED IN ALL
APPROPRIATE JURISDICTIONS REMAIN EFFECTIVE, AS WELL AS CERTAIN BANKRUPTCY AND
INSOLVENCY MATTERS, IN FORM AND SUBSTANCE SATISFACTORY TO THE AGENT AND AGENT'S
COUNSEL.
(P)
A FAVORABLE OPINION OF KIRKLAND & ELLIS LLP, SPECIAL COUNSEL TO
THE SPV, EACH ORIGINATOR AND THE SERVICER, COVERING PARAGRAPHS 5 AND 13 OF
EXHIBIT I, IN FORM AND SUBSTANCE SATISFACTORY TO THE AGENT AND AGENT'S COUNSEL.
37
(Q)
A CD ROM OR OTHER ELECTRONIC FORMAT ACCEPTABLE TO THE AGENT
IDENTIFYING ALL RECEIVABLES AND THE UNPAID BALANCES THEREON AND SUCH OTHER
INFORMATION AS THE AGENT MAY REASONABLY REQUEST.
(R)
SATISFACTORY RESULTS OF A REVIEW AND AUDIT OF EACH ORIGINATOR'S
COLLECTION, OPERATING AND REPORTING SYSTEMS, CREDIT AND COLLECTION POLICY,
HISTORICAL RECEIVABLES DATA AND ACCOUNTS, INCLUDING SATISFACTORY RESULTS OF A
REVIEW OF EACH ORIGINATOR'S OPERATING LOCATION(S) AND SATISFACTORY REVIEW AND
APPROVAL OF THE ELIGIBLE RECEIVABLES IN EXISTENCE ON THE DATE OF THE INITIAL
PURCHASE UNDER THE FIRST TIER AGREEMENT AND THE SECOND TIER AGREEMENT AND A
WRITTEN OUTSIDE AUDIT REPORT OF PROTIVITI AS TO SUCH MATTERS.
(S)
A SERVICER REPORT AS OF OCTOBER 26, 2005 SHOWING THE CALCULATION
OF THE AGGREGATE NET INVESTMENT, EACH CLASS NET INVESTMENT AND REQUIRED RESERVES
AFTER GIVING EFFECT TO THE INITIAL INVESTMENT.
(T)
EVIDENCE OF THE APPOINTMENT OF CT CORPORATION SYSTEM AS AGENT FOR
PROCESS AS REQUIRED BY SECTION 11.4.
(U)
EVIDENCE THAT THE COLLECTION ACCOUNT REQUIRED TO BE ESTABLISHED
HEREUNDER HAS BEEN ESTABLISHED.
(V)
A COPY OF THE NOTICE OF OBLIGORS.
(W)
SUCH OTHER APPROVALS, DOCUMENTS, INSTRUMENTS, CERTIFICATES AND
OPINIONS AS THE AGENT, ANY CLASS AGENT OR ANY INVESTOR, MAY REASONABLY REQUEST.
SECTION 5.2
CONDITIONS PRECEDENT TO ALL INVESTMENTS AND
REINVESTMENTS.
Each Investment and