SUBSTANCE SATISFACTORY TO BUYER AND DULY
EXECUTED BY EACH PARTY THERETO:
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(I)
THE PROGRAM DOCUMENTS DULY EXECUTED AND DELIVERED BY THE PARTIES
THERETO AND BEING IN FULL FORCE AND EFFECT, FREE OF ANY MODIFICATION, BREACH OR
WAIVER;
(II)
EVIDENCE THAT ALL OTHER ACTIONS NECESSARY OR, IN THE OPINION OF
BUYER, DESIRABLE TO PERFECT AND PROTECT BUYER'S INTEREST IN THE PURCHASED ASSETS
AND OTHER COLLATERAL HAVE BEEN TAKEN, INCLUDING, WITHOUT LIMITATION, DULY
EXECUTED AND FILED UNIFORM COMMERCIAL CODE FINANCING STATEMENTS ON FORM UCC-1;
(III)
A CERTIFIED COPY OF SELLER'S CORPORATE RESOLUTIONS, APPROVING THE
PROGRAM DOCUMENTS AND TRANSACTIONS THEREUNDER (EITHER SPECIFICALLY OR BY GENERAL
RESOLUTION), AND ALL DOCUMENTS EVIDENCING OTHER NECESSARY LIMITED LIABILITY
COMPANY OR CORPORATE ACTION OR GOVERNMENTAL APPROVALS AS MAY BE REQUIRED IN
CONNECTION WITH THE PROGRAM DOCUMENTS;
(IV)
AN INCUMBENCY CERTIFICATE OF THE SECRETARY OF SELLER, CERTIFYING
THE NAMES, TRUE SIGNATURES AND TITLES OF SELLER'S REPRESENTATIVES DULY
AUTHORIZED TO REQUEST TRANSACTIONS HEREUNDER AND TO EXECUTE THE PROGRAM
DOCUMENTS AND THE OTHER DOCUMENTS TO BE DELIVERED THEREUNDER;
(V)
OPINIONS OF SELLER'S COUNSEL AS TO SUCH MATTERS AS BUYER MAY
REASONABLY REQUEST (INCLUDING, WITHOUT LIMITATION, PERFECTED SECURITY INTEREST
IN THE COLLATERAL) AND IN FORM AND SUBSTANCE ACCEPTABLE TO BUYER;
(VI)
A COPY OF THE UNDERWRITING GUIDELINES CERTIFIED BY AN OFFICER OF
THE SELLER;
(VII)
EVIDENCE OF ESTABLISHMENT OF THE COLLECTION ACCOUNT; AND
(VIII)
ANY OTHER DOCUMENTS REASONABLY REQUESTED BY BUYER.
B)
THE OBLIGATION OF BUYER TO ENTER INTO EACH TRANSACTION
(INCLUDING THE INITIAL TRANSACTION) PURSUANT TO THIS AGREEMENT IS SUBJECT TO THE
FOLLOWING CONDITIONS PRECEDENT:
(I)
BUYER OR ITS DESIGNEE SHALL HAVE RECEIVED ON OR BEFORE THE DAY OF
A TRANSACTION WITH RESPECT TO SUCH PURCHASED ASSETS THE FOLLOWING, IN FORM AND
SUBSTANCE SATISFACTORY TO BUYER AND (IF APPLICABLE) DULY EXECUTED:
(A)
TRANSACTION NOTICE AND LOAN SCHEDULE DELIVERED PURSUANT TO SECTION
4(A);
(B)
THE TRUST RECEIPT WITH RESPECT TO SUCH PURCHASED ASSETS, WITH THE
LOAN SCHEDULE ATTACHED; AND
(C)
SUCH CERTIFICATES, CUSTOMARY OPINIONS OF COUNSEL OR OTHER
DOCUMENTS AS BUYER MAY REASONABLY REQUEST, PROVIDED THAT SUCH OPINIONS OF
COUNSEL SHALL NOT BE REQUIRED ROUTINELY IN CONNECTION WITH EACH TRANSACTION BUT
SHALL ONLY BE REQUIRED FROM TIME TO TIME AS DEEMED NECESSARY BY BUYER IN GOOD
FAITH.
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(II)
NO DEFAULT OR EVENT OF DEFAULT SHALL HAVE OCCURRED AND BE
CONTINUING.
(III)
BUYER SHALL NOT HAVE DETERMINED THAT THE INTRODUCTION OF OR A
CHANGE IN ANY REQUIREMENT OF LAW OR IN THE INTERPRETATION OR ADMINISTRATION OF
ANY REQUIREMENT OF LAW APPLICABLE TO BUYER HAS MADE IT UNLAWFUL, AND NO
GOVERNMENTAL AUTHORITY SHALL HAVE ASSERTED THAT IT IS UNLAWFUL, FOR BUYER TO
ENTER INTO TRANSACTIONS WITH A PRICING RATE BASED ON LIBO RATE.
(IV)
ALL REPRESENTATIONS AND WARRANTIES IN THE PROGRAM DOCUMENTS SHALL
BE TRUE AND CORRECT ON THE DATE OF SUCH TRANSACTION AND SELLER IS IN COMPLIANCE
WITH THE TERMS AND CONDITIONS OF THE PROGRAM DOCUMENTS.
(V)
THE THEN AGGREGATE OUTSTANDING PURCHASE PRICE FOR ALL PURCHASED
ASSETS, WHEN ADDED TO THE PURCHASE PRICE FOR THE REQUESTED TRANSACTION, SHALL
NOT