WILL NOT EXCEED THE JUNIOR BORROWING BASE AND COMPLIES WITH
THE REQUIREMENTS THEREFOR SET FORTH IN THE INDENTURE AND THE SERIES 2007-B2
SUPPLEMENT; AND
(III)
IF THE PROCEEDS OF THE SERIES 2007-A2 LOANS
ARE TO BE USED TO MAKE A COLLECTIONS LOAN ON A PAYMENT DATE, THE AVAILABLE
COLLECTIONS AMOUNT FOR SUCH PAYMENT DATE WITHOUT THE INCLUSION OF THE PROCEEDS
OF SUCH COLLECTIONS LOAN IS IN AN AMOUNT SUFFICIENT TO PAY THE BASE INTEREST ON
ALL SERIES B NOTES DUE AND PAYABLE ON SUCH PAYMENT DATE IN ACCORDANCE WITH
SECTION 3.14 OF THE INDENTURE.
Executed as of the date first set forth above, by the undersigned, an officer of
the Administrative Agent.
Name:
Title:
C-1