A PER ANNUM INTEREST RATE EQUAL TO THE LIBOR RATE (AS DEFINED IN
THE CREDIT AGREEMENT FOR SUCH FACILITY AND NOT AS DEFINED HEREIN) PLUS SIX AND
THREE-QUARTERS PERCENT (6.75%), FAIR SHALL USE ITS BEST EFFORTS TO FACILITATE
NEGOTIATIONS AMONG ITSELF, THE BUYER, AND SUCH LENDER TO ADD THE BUYER OR ONE OF
THE BUYER'S AFFILIATES AS AN ADDITIONAL BORROWER UNDER SUCH LOAN AGREEMENT, OR
TO OTHERWISE GIVE THE BUYER AND/OR ITS AFFILIATES ACCESS TO AT LEAST $15,000,000
OF SUCH CREDIT LINE.
(M)
OTHER. THE SELLER WILL FURNISH TO THE BUYER
PROMPTLY, FROM TIME TO TIME, SUCH OTHER INFORMATION, DOCUMENTS, RECORDS OR
REPORTS RESPECTING THE SALE ASSETS OR THE CONDITION OR OPERATIONS, FINANCIAL OR
OTHERWISE, OF THE SELLER AS THE BUYER MAY FROM TIME TO TIME REASONABLY REQUEST
IN ORDER TO PROTECT THE INTERESTS OF THE BUYER UNDER OR AS CONTEMPLATED BY THIS
AGREEMENT.
Section 5.2.
Negative
Covenants of Seller.
From the date hereof until the Aggregate Outstanding Receivable Balance has
reduced to zero, each of Durham, Cochran and Fair, in its capacity as both a
seller and as the Servicer, as appropriate (irrespective of any reference to
Fair simply as "Seller" (collectively with Durham and Cochran) or "Servicer" in
this Section 5.2), hereby covenants and agrees as follows:
(A)
SALE ASSETS NOT TO BE EVIDENCED BY
INSTRUMENTS.
THE SELLER WILL TAKE NO ACTION TO CAUSE ANY SALE ASSETS CONVEYED
BY IT THAT ARE NOT, AS OF THE CLOSING DATE, EVIDENCED BY AN INSTRUMENT, TO BE SO
EVIDENCED EXCEPT IN CONNECTION WITH THE ENFORCEMENT OR COLLECTION OF SUCH SALE
ASSETS.
(B)
SECURITY INTERESTS.
THE SELLER WILL NOT
SELL, PLEDGE, ASSIGN, TRANSFER, GRANT, CREATE, INCUR, ASSUME OR SUFFER TO EXIST
ANY LIEN (EXCEPT FOR LIENS IN FAVOR OF THE BUYER) ON ANY SALE ASSETS CONVEYED BY
IT, WHETHER NOW EXISTING OR HEREAFTER TRANSFERRED HEREUNDER, OR ANY INTEREST
THEREIN.
THE SELLER WILL PROMPTLY NOTIFY THE BUYER OF THE EXISTENCE OF ANY LIEN
(OTHER THAN LIENS IN FAVOR OF THE BUYER) ON ANY SALE ASSETS CONVEYED BY IT AND
THE SELLER SHALL DEFEND THE RIGHT, TITLE AND INTEREST OF THE BUYER IN, TO AND
UNDER THE SALE ASSETS AGAINST ALL CLAIMS OF THIRD PARTIES.
(C)
CHANGE IN PAYMENT INSTRUCTIONS TO OBLIGORS.
THE SELLER WILL NOT ADD OR TERMINATE ANY BANK AS A LOCKBOX ACCOUNT BANK OR ANY
LOCKBOX ACCOUNT LISTED IN SCHEDULE VI OR MAKE ANY CHANGE IN ITS INSTRUCTIONS TO
OBLIGORS REGARDING PAYMENTS TO BE MADE TO THE APPLICABLE
28
LOCKBOX ACCOUNT, EXCEPT AS PROVIDED IN THE IMMEDIATELY PRECEDING SENTENCE,
UNLESS THE BUYER HAS CONSENTED TO SUCH ADDITION, TERMINATION OR CHANGE.
(D)
DEPOSITS TO COLLECTION ACCOUNT.
THE SELLER
WILL NOT DEPOSIT OR OTHERWISE CREDIT, OR CAUSE OR PERMIT TO BE SO DEPOSITED OR
CREDITED, TO THE COLLECTION ACCOUNT CASH OR CASH PROCEEDS OTHER THAN COLLECTIONS
IN RESPECT OF SALE ASSETS.
(E)
CHANGE OF NAME OR LOCATION OF SERVICING
FILES. FAIR SHALL NOT CHANGE ITS NAME, MOVE THE LOCATION OF ITS PRINCIPAL PLACE
OF BUSINESS AND CHIEF EXECUTIVE OFFICE, CHANGE ITS JURISDICTION