RECORDATION, AT
SUCH TIME OR TIMES, IN SUCH MANNER AND AT SUCH PLACES, AS MAY BE NECESSARY OR
DESIRABLE TO PRESERVE AND PROTECT THE POSITION OF THE SECURED PARTIES HEREUNDER
AND UNDER THE OTHER OPERATIVE DOCUMENTS.
THIS COVENANT SHALL SURVIVE THE
TERMINATION OF THIS LOAN AGREEMENT.
(J)
ACCESS.
THE BORROWER SHALL ALLOW, AND
CAUSE THE DEPOSITOR TO ALLOW, EACH MANAGING AGENT, THE AGENT, THE SURETY
PROVIDER AND THEIR REPRESENTATIVES FULL AND COMPLETE ACCESS DURING NORMAL
BUSINESS HOURS AND UPON REASONABLE NOTICE TO THE BOOKS, RECORDS, DOCUMENTS, AND
FACILITIES OF THE BORROWER AND THE DEPOSITOR, AND WILL ON THE SAME CONDITIONS
MAKE THE OFFICERS, EMPLOYEES, ATTORNEYS, AGENTS, INDEPENDENT ACCOUNTANTS, AND
ACTUARIES OF THE BORROWER AND THE DEPOSITOR AVAILABLE TO DISCUSS SUCH ASPECTS OF
THE BUSINESS, FINANCIAL CONDITION, OR PROSPECTS OF THE BORROWER AND THE
DEPOSITOR AS MAY BE REASONABLY NECESSARY.
(K)
RELIANCE LETTERS.
UPON THE REQUEST OF
EITHER MANAGING AGENT OR THE AGENT, THE BORROWER SHALL PROVIDE TO THE AGENT
WITHIN FIVE (5) BUSINESS DAYS, RELIANCE LETTERS WITH RESPECT TO ALL LEGAL
OPINIONS DELIVERED ON THE CLOSING DATE (OR NEW LEGAL OPINIONS ADDRESSING THE
SAME MATTERS COVERED IN THE ORIGINAL LEGAL OPINIONS) ADDRESSED TO ANY ENTITY
WHICH BECOMES A PROGRAM SUPPORT PROVIDER AFTER THE CLOSING DATE, TO THE EXTENT
SUCH LEGAL OPINIONS DID NOT PERMIT RELIANCE WHEN DELIVERED.
(L)
AMENDMENTS; MISCELLANEOUS.
(I)
THE BORROWER SHALL FURNISH TO THE SURETY
PROVIDER, COLLATERAL AGENT, EACH MANAGING AGENT AND THE AGENT COPIES OF THE FORM
OF EACH PROPOSED AMENDMENT TO THE TRUST AGREEMENT, THE MASTER SERVICING
AGREEMENT OR THE SUBSERVICING AGREEMENT AT LEAST 60 DAYS PRIOR TO THE PROPOSED
DATE OF ADOPTION OF ANY SUCH PROPOSED AMENDMENT.
(II)
THE BORROWER WILL AT ALL TIMES HOLD ITSELF
OUT TO THE PUBLIC UNDER THE BORROWER'S OWN NAME AND AS A SEPARATE AND DISTINCT
ENTITY FROM WALTER INDUSTRIES, INC. AND ANY OF ITS AFFILIATES.
(III)
THE BORROWER WILL AT ALL TIMES BE
RESPONSIBLE FOR THE PAYMENT OF ALL ITS OBLIGATIONS AND INDEBTEDNESS, WILL AT ALL
TIMES MAINTAIN A BUSINESS OFFICE, RECORDS, BOOKS OF ACCOUNT, AND FUNDS SEPARATE
FROM THE DEPOSITOR AND WILL OBSERVE ALL CUSTOMARY FORMALITIES OF INDEPENDENT
EXISTENCE.
(IV)
TO THE EXTENT SUCH COMPLIANCE INVOLVES
QUESTIONS OF LAW, THE BORROWER SHALL BE DEEMED IN COMPLIANCE WITH THE
REQUIREMENTS OF ANY PROVISION OF THIS
25
PARAGRAPH (L) IF IT IS ACTING IN ACCORDANCE WITH AN OPINION OF COUNSEL AS TO
SUCH REQUIREMENTS.
(M)
WEIGHTED AVERAGE.
THE WEIGHTED AVERAGE
INTEREST RATE OF ALL ELIGIBLE ACCOUNTS SHALL NOT BE LESS THAN 7.25% PER ANNUM.
THE BORROWER SHALL TAKE ALL NECESSARY STEPS (INCLUDING, WITHOUT LIMITATION, THE
ADDITION OR REMOVAL OF ACCOUNTS) AS FREQUENTLY AS NECESSARY (AND IN ANY EVENT
WITHIN TWO BUSINESS DAYS AFTER THE BORROWER RECEIVES NOTICE OR HAS ACTUAL
KNOWLEDGE OF NONCOMPLIANCE WITH THIS SECTION 5.1(M)) TO ENSURE THAT IN NO EVENT
SHALL THE WEIGHTED AVERAGE INTEREST RATE OF ALL ELIGIBLE ACCOUNTS BE LESS THAN
7.25% PER ANNUM.
(N)
ASSIGNMENTS.
THE BORROWER SHALL PREPARE AND
EXECUTE ASSIGNMENTS IN RECORDABLE FORM AT THE REASONABLE REQUEST OF ANY MANAGING