OR CONSTITUTE A
DEFAULT UNDER, THE GOVERNING DOCUMENTS OF THE CO-ISSUER, ANY INDENTURE OR OTHER
AGREEMENT OR INSTRUMENT TO WHICH THE CO-ISSUER IS A PARTY OR BY WHICH IT IS
BOUND, OR ANY ORDER OF ANY COURT OR ADMINISTRATIVE AGENCY ENTERED IN ANY
PROCEEDING TO WHICH THE CO-ISSUER IS A PARTY OR BY WHICH IT MAY BE BOUND OR TO
WHICH IT MAY BE SUBJECT; THAT ALL CONDITIONS PRECEDENT PROVIDED IN THIS
INDENTURE RELATING TO THE
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AUTHENTICATION AND DELIVERY OF THE NOTES APPLIED FOR HAVE BEEN COMPLIED WITH;
AND THAT ALL EXPENSES DUE OR ACCRUED WITH RESPECT TO THE OFFERING OR RELATING TO
ACTIONS TAKEN ON OR IN CONNECTION WITH THE CLOSING DATE HAVE BEEN PAID;
(K)
AN EXECUTED COUNTERPART OF THE INITIAL COLLATERAL DEBT SECURITIES
PURCHASE AGREEMENT AND THE COLLATERAL MANAGEMENT AGREEMENT;
(L)
AN EXECUTED COPY OF EACH HEDGE AGREEMENT;
(M)
EXECUTED COPIES OF THE INSURANCE POLICY AND THE INSURANCE AGREEMENT;
(N)
AN EXECUTED COUNTERPART OF THE PREFERRED SHARES PAYING AGENCY
AGREEMENT;
(O)
AN OPINION OF COUNSEL TO THE TRUSTEE, DATED THE CLOSING DATE IN A FORM
SATISFACTORY TO THE INITIAL PURCHASERS;
(P)
AN ACCOUNTANT'S REPORT CONFIRMING THE FOLLOWING INFORMATION AS OF THE
CLOSING DATE:
(I) THE INFORMATION (OTHER THAN THE PRINCIPAL BALANCE AND THE
PURCHASE PRICE) WITH RESPECT TO EACH COLLATERAL DEBT SECURITY SET FORTH ON THE
SCHEDULE OF CLOSING DATE COLLATERAL DEBT SECURITIES BY REFERENCE TO SUCH SOURCES
AS SHALL BE SPECIFIED THEREIN AND (II) SPECIFYING THE PROCEDURES UNDERTAKEN BY
THE ACCOUNTANTS TO REVIEW DATA AND COMPUTATIONS RELATING TO THE FOREGOING;
(Q)
AN OFFICER'S CERTIFICATE FROM THE COLLATERAL MANAGER (I) CONFIRMING
THAT EACH COLLATERAL DEBT SECURITY SET FORTH ON SCHEDULE F ATTACHED HERETO MEETS
THE ELIGIBILITY CRITERIA AND THAT SCHEDULE F CORRECTLY LISTS THE COLLATERAL DEBT
SECURITIES TO BE GRANTED TO THE TRUSTEE ON THE CLOSING DATE, AND (II) STATING
THE AGGREGATE PRINCIPAL AMOUNT OF THE COLLATERAL DEBT SECURITIES;
(R)
EVIDENCE OF PREPARATION FOR FILING AT THE APPROPRIATE FILING OFFICE IN
THE DISTRICT OF COLUMBIA OF A FINANCING STATEMENT EXECUTED ON BEHALF OF THE
ISSUER RELATING TO THE PERFECTION OF THE LIEN OF THIS INDENTURE;
(S)
AN ISSUER ORDER EXECUTED BY THE ISSUER AND THE CO-ISSUER DIRECTING THE
TRUSTEE TO (I) AUTHENTICATE THE NOTES SPECIFIED THEREIN, IN THE AMOUNTS SET
FORTH THEREIN AND REGISTERED IN THE NAME(S) SET FORTH THEREIN AND (II) DELIVER
THE AUTHENTICATED NOTES AS DIRECTED BY THE ISSUER AND THE CO-ISSUER; AND
(T)
SUCH OTHER DOCUMENTS AS THE TRUSTEE MAY REASONABLY REQUIRE.
SECTION 3.2
SECURITY FOR NOTES.
Prior to the issuance of the Notes on the Closing Date, the Issuer shall cause
the following conditions to be satisfied:
(A)
GRANT OF SECURITY INTEREST; DELIVERY OF COLLATERAL DEBT SECURITIES.
THE GRANT PURSUANT TO THE GRANTING CLAUSES OF THIS INDENTURE OF ALL OF THE
ISSUER'S RIGHT, TITLE AND
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INTEREST IN AND TO THE ASSETS AND THE TRANSFER OF ALL COLLATERAL DEBT SECURITIES
ACQUIRED IN CONNECTION THEREWITH PURCHASED BY THE ISSUER ON THE CLOSING DATE (AS
SET FORTH IN THE SCHEDULE OF CLOSING