EXCEPT WHEN, AND ONLY TO THE EXTENT THAT, CUSTOMER'S OR
SUCH SUBSIDIARY'S LIABILITY FOR SUCH PRESENCE, STORAGE, USE, DISPOSAL,
TRANSPORTATION OR DISCHARGE OF ANY HAZARDOUS MATERIALS IS BEING CONTESTED IN
GOOD FAITH BY CUSTOMER OR SUCH SUBSIDIARY.
(K)
HEDGE OBLIGATIONS.
CUSTOMER SHALL OBTAIN PROTECTION FROM INTEREST
RATE FLUCTUATIONS FOR THE AGGREGATE OUTSTANDING PRINCIPAL BALANCE OF ALL
RECEIVABLES OR IN SUCH DIFFERENT AMOUNT AS MAY BE DETERMINED FROM TIME TO TIME
BY CUSTOMER'S BOARD OF DIRECTORS, WHETHER THROUGH THE SWAP AGREEMENT OR
OTHERWISE, AND SHALL PROVIDE BUYER WITH A DESCRIPTION THEREOF, TOGETHER WITH
COPIES OF ALL DOCUMENTS AND INSTRUMENTS EVIDENCING SUCH HEDGE OBLIGATIONS.
(L)
DOCUMENT DELIVERIES.
WITHIN TWENTY (20) BUSINESS DAYS AFTER ANY
INVESTMENT OF PRINCIPAL PURSUANT TO WHICH A WAREHOUSE ASSET IS SOLD TO BUYER,
CUSTOMER WILL DELIVER TO BUYER A TRUE AND COMPLETE COPY OF EACH OF THE
RECEIVABLE DELIVERY DOCUMENTS OBTAINED IN CONNECTION WITH THE RELEVANT WAREHOUSE
ASSET, WHICH MAY BE DELIVERED ON A
51
COMPUTER DISKETTE IN ADOBE ACROBAT OR SIMILAR FORMAT.
TO THE EXTENT THAT A
CONTRACT INCLUDES AN INTEREST RATE PROTECTION AGREEMENT, SUCH AGREEMENT (AND
RELATED CONFIRMATION, IF ANY) WILL NOT PROHIBIT THE ASSIGNMENT OF SUCH
INSTRUMENT TO BUYER (OR, IF PROHIBITED, THE REQUIRED CONSENT SHALL HAVE BEEN
OBTAINED PRIOR TO THE APPLICABLE ACQUISITION OF THE WAREHOUSE ASSET IN QUESTION)
AND CUSTOMER WILL DELIVER TO CUSTODIAN (AND PROVIDE TO BUYER A TRUE AND COMPLETE
COPY OF AN ORIGINAL COUNTERPART OF SUCH AGREEMENT (AND RELATED CONFIRMATION, IF
ANY)) PROMPTLY AFTER RECEIPT BY CUSTOMER.
WITHIN TEN (10) BUSINESS DAYS AFTER
ANY REQUEST FROM BUYER, FROM TIME TO TIME, CUSTOMER WILL DELIVER TO BUYER A TRUE
AND COMPLETE COPY OF ANY REPORT, DOCUMENT OR OTHER ITEM IN ITS ASSET
ADMINISTRATION, SERVICING OR OTHER FILES REGARDING ANY WAREHOUSE ASSET.
(M)
[INTENTIONALLY OMITTED.]
(N)
FINANCIAL CONDITION COVENANTS.
CUSTOMER SHALL AT ALL TIMES TO
COMPLY WITH THE FOLLOWING FINANCIAL CONDITION COVENANTS (COLLECTIVELY, THE
"FINANCIAL CONDITION COVENANTS"):
(I)
MINIMUM CONSOLIDATED NET WORTH.
CUSTOMER SHALL NOT PERMIT
CONSOLIDATED NET WORTH AT ANY TIME TO BE LESS THAN $80,000,000.
(II)
MAXIMUM LEVERAGE RATIO.
CUSTOMER SHALL NOT PERMIT THE RATIO OF
(X) CONSOLIDATED TOTAL DEBT TO (Y) CONSOLIDATED NET WORTH TO EXCEED 4:1 AT ANY
TIME.
For purposes of calculating compliance with the Financial Condition Covenants,
Securities that are issued in connection with Securitization Transactions where
Customer or any of its Subsidiaries retain (or otherwise acquire) Securities,
shall be considered Indebtedness of Customer.
SECTION 5.2.
NEGATIVE COVENANTS OF CUSTOMER.
CUSTOMER HEREBY
COVENANTS, UNDERTAKES AND AGREES THAT AT ALL TIMES FROM THE DATE HEREOF TO THE
DATE ON WHICH ALL AMOUNTS PAYABLE HEREUNDER AND UNDER THE OTHER TRANSACTION
DOCUMENTS SHALL BE INDEFEASIBLY PAID IN FULL OR IF LATER, THE TERMINATION DATE,
UNLESS BUYER SHALL OTHERWISE CONSENT IN WRITING:
(A)
LIENS.
CUSTOMER SHALL NOT, AND SHALL NOT PERMIT ANY OF ITS
SUBSIDIARIES TO, DIRECTLY OR INDIRECTLY, CREATE, INCUR, ASSUME OR PERMIT TO
EXIST ANY LIEN OR OTHER ADVERSE CLAIM ON OR WITH RESPECT TO ANY PROPERTY OR
ASSET OF ANY KIND (INCLUDING ANY WAREHOUSE ASSETS OR