BY THE CONTRACT AND BY LAW.
ANY PAYMENTS IN RESPECT OF INTEREST AND PRINCIPAL IN EXCESS OF THE SCHEDULED
PAYMENTS DUE AT THE TIME OF SUCH PAYMENT WERE APPLIED TO THE FINAL MATURING
SCHEDULED PAYMENTS AND NOT THE SCHEDULED PAYMENTS NEXT DUE.
(S)
ON THE DATE THE RECEIVABLE WAS ORIGINATED, THE OBLIGOR AND EACH
OBLIGOR AFFILIATE HAD THE CAPACITY TO CONTRACT AND WAS SOLVENT. CUSTOMER IS NOT
AWARE OF FACTS WHICH INDICATE OBLIGOR OR ANY OBLIGOR AFFILIATE DID NOT HAVE THE
CAPACITY TO CONTRACT OR WHICH INDICATE A MATERIAL ADVERSE CHANGE SINCE THE DATE
OF THE CONTRACT IN THE OBLIGOR'S OR ANY OBLIGOR AFFILIATE'S FINANCIAL CONDITION
OR THE VALUE OF THE RELATED SECURITY.
(T)
CUSTOMER HAS NOT COMMENCED A FORECLOSURE ACTION OR OTHER LAWSUIT
AGAINST THE OBLIGOR OR ANY OBLIGOR AFFILIATE; NOR HAS CUSTOMER DESIGNATED THE
CONTRACT FOR SUCH ACTION.
(U)
THE CONTRACT RELATING TO SUCH RECEIVABLE IS TO BE COLLECTED AND
OTHERWISE SERVICED BY SERVICER.
9
(V)
THE OBLIGATIONS OF THE ORIGINAL OBLIGOR AND THE OBLIGOR AFFILIATES
HAVE NOT BEEN RELEASED OR ASSUMED BY ANOTHER PERSON UNLESS THE RELEASE OR
ASSUMPTION WAS PROPERLY DOCUMENTED (OR, IN THE CASE OF AN ASSUMPTION, OCCURRED
BY OPERATION OF LAW) AND BUYER CONSENTS IN WRITING TO ANY SUCH RELEASE OR
ASSUMPTION FOR PURPOSES OF THE CONTRACT BEING AN ELIGIBLE RECEIVABLE.
(W)
THE CONTRACT HAS NOT BEEN, NOR IS IT DESIGNATED TO BE, TERMINATED,
SATISFIED, CANCELED, SUBORDINATED OR RESCINDED IN WHOLE OR IN PART; NOR HAS ANY
RELATED SECURITY BEEN RELEASED, OR DESIGNATED FOR RELEASE, FROM THE SECURITY
INTEREST GRANTED BY THE CONTRACT, UNLESS, AND ONLY TO THE EXTENT, EXPRESSLY
PROVIDED IN THE CONTRACT OR OTHERWISE CONSENTED TO BY BUYER.
(X)
NO CLAIMS OF RESCISSION, SETOFF, COUNTERCLAIM, DEFENSE OR OTHER
DISPUTE HAVE BEEN ASSERTED WITH RESPECT TO THE CONTRACT.
NEITHER CUSTOMER NOR
ANY AFFILIATE OF CUSTOMER HAS MADE ANY AGREEMENT WITH OBLIGOR OR ANY OBLIGOR
AFFILIATE TO REDUCE THE AMOUNT OWED OR THE OBLIGATIONS INCURRED UNDER THE
CONTRACT.
NEITHER CUSTOMER NOR ANY SUCH AFFILIATE ARE REQUIRED TO PERFORM ANY
ADDITIONAL SERVICE FOR, OR PERFORM OR INCUR ANY ADDITIONAL OBLIGATION TO,
OBLIGOR OR ANY OBLIGOR AFFILIATE IN ORDER FOR CUSTOMER TO ENFORCE THE CONTRACT.
(Y)
EXCEPT FOR PAYMENT DEFAULTS CURED WITHIN THIRTY (30) DAYS AND
OBLIGOR FINANCIAL COVENANT DEFAULTS EXPRESSLY DISCLOSED IN WRITING TO BUYER, NO
DEFAULT, BREACH, VIOLATION OR EVENT PERMITTING ACCELERATION UNDER THE TERMS OF
THE CONTRACT HAS OCCURRED.
(Z)
CUSTODIAN OR ESCROW AGENT HAS RECEIVED FOR DELIVERY TO CUSTODIAN:
(I) THE ORIGINAL CONTRACT, BEARING THE ORIGINAL SIGNATURES OF OBLIGOR AND EACH
OBLIGOR AFFILIATE, INCLUDING ANY MODIFICATIONS OR SUPPLEMENTS THERETO; AND (II)
TO THE EXTENT NOT SUBSUMED IN (I), THE ORIGINAL RECEIVABLE DELIVERY DOCUMENTS
TOGETHER WITH ALL OTHER DOCUMENTS, AGREEMENTS AND INSTRUMENTS LISTED IN THE
SCHEDULES TO THE CLOSING INSTRUCTIONS DELIVERED PURSUANT TO THE ESCROW AGREEMENT
IN CONNECTION WITH THE CLOSING OF SUCH RECEIVABLE.
"Eligible Investment" means (i) marketable securities issued or directly and
unconditionally guaranteed by the United States Government or issued by any
agency thereof and backed by the full