SELLER SHALL:
(A)
MAINTAIN AT ALL TIMES UNENCUMBERED LIQUIDITY IN
AN AMOUNT GREATER THAN OR EQUAL TO 3% OF ACTUAL TOTAL ASSETS; AND
(B)
MAINTAIN AT ALL TIMES AVAILABLE WAREHOUSE
FACILITIES FROM BUYERS AND LENDERS OTHER THAN BUYER SUCH THAT THE AVAILABLE
WAREHOUSE FACILITY UNDER THIS AGREEMENT CONSTITUTES NO MORE THAN 50% OF SELLER'S
AGGREGATE AVAILABLE WAREHOUSE FACILITIES.
(V)
NET INCOME.
AS OF THE END OF EACH CALENDAR
MONTH, SELLER SHALL NOT PERMIT ITS NET INCOME BEFORE TAXES, FOR THE PERIOD
INCLUDING SUCH CALENDAR MONTH AND THE EIGHT CALENDAR MONTHS ENDING IMMEDIATELY
PRIOR TO SUCH CALENDAR MONTH, TO BE LESS THAN $1.00.
(VI)
MAXIMUM WAREHOUSE CAPACITY RATIO.
SELLER
SHALL NOT PERMIT THE MAXIMUM WAREHOUSE CAPACITY RATIO OF SELLER (AND, IF
APPLICABLE, ITS SUBSIDIARIES, ON A CONSOLIDATED BASIS) TO EXCEED 30 TO 1
COMPUTED AS OF THE END OF EACH CALENDAR MONTH.
45
(VII)
WHOLESALE ORIGINATIONS.
SELLER SHALL ORIGINATE
NO MORE THAN 20% OF ITS TOTAL MORTGAGE LOAN ORIGINATIONS IN ANY CALENDAR MONTH
THROUGH WHOLESALE OR BROKER ORIGINATIONS.
(VIII)
NET LOSSES.
SELLER SHALL NOT PERMIT:
(A)
ITS NET LOSS BEFORE TAXES, FOR ANY CALENDAR
QUARTER, TO BE GREATER THAN $2,500,000; OR
(B)
ANY NET LOSS BEFORE TAXES TO OCCUR FOR ANY
TWO CONSECUTIVE CALENDAR QUARTERS.
(Y)
GOVERNMENT REGULATION.
SELLER SHALL NOT
(1) BE OR BECOME SUBJECT AT ANY TIME TO ANY REQUIREMENT OF LAW (INCLUDING,
WITHOUT LIMITATION, THE U.S. OFFICE OF FOREIGN ASSET CONTROL LIST) THAT
PROHIBITS OR LIMITS BUYER FROM MAKING ANY ADVANCE OR EXTENSION OF CREDIT TO
SELLER OR FROM OTHERWISE CONDUCTING BUSINESS WITH SELLER, OR (2) FAIL TO PROVIDE
DOCUMENTARY AND OTHER EVIDENCE OF SELLER'S IDENTITY AS MAY BE REQUESTED BY BUYER
AT ANY TIME TO ENABLE BUYER TO VERIFY SELLER'S IDENTITY OR TO COMPLY WITH ANY
APPLICABLE REQUIREMENT OF LAW, INCLUDING, WITHOUT LIMITATION, SECTION 326 OF THE
USA PATRIOT ACT OF 2001, 31 U.S.C. SECTION 5318.
(Z)
NATIONAL CITY BANK.
AT NO TIME SHALL
SELLER PERMIT ANY MORTGAGE ASSETS OR PROCEEDS THEREOF TO BE MAINTAINED AT OR
DEPOSITED INTO ANY ACCOUNT MAINTAINED AT NATIONAL CITY BANK.
(AA)
MANAGEMENT CHANGE.
SELLER WILL NOTIFY BUYER IN
WRITING WITHIN THIRTY (30) DAYS AFTER ANY OF DOUGLAS LEBDA, MATTHEW PACKEY OR
DAVID NORRIS SHALL CEASE FOR ANY REASON WHATSOEVER, INCLUDING DEATH OR
DISABILITY, TO BE, AND TO CONTINUOUSLY PERFORM THE DUTIES OF, CHAIRMAN AND CHIEF
EXECUTIVE OFFICER OF THE PARENT, CHIEF FINANCIAL OFFICER OF THE PARENT OR
PRESIDENT OF THE SELLER, RESPECTIVELY (SUCH AN OCCURRENCE BEING REFERRED TO
HEREIN AS A "CHANGE IN MANAGEMENT").
IF BUYER REASONABLY DISAPPROVES OF ANY
CHANGE IN MANAGEMENT, BUYER SHALL GIVE WRITTEN NOTICE OF ITS DISAPPROVAL WITHIN
THIRTY (30) DAYS AFTER ITS RECEIPT OF SELLER'S NOTICE TOGETHER WITH BUYER'S
RECOMMENDATIONS FOR RESOLVING SUCH MANAGEMENT CHANGE TO BUYER'S SATISFACTION.
IF SELLER DOES NOT RESOLVE SUCH CHANGE IN MANAGEMENT TO BUYER'S SATISFACTION
WITHIN THIRTY (30) DAYS AFTER BUYER'S NOTICE OF DISAPPROVAL, BUYER MAY
ACCELERATE THE TERMINATION DATE BY GIVING WRITTEN NOTICE OF THE ACCELERATED
TERMINATION DATE TO SELLER.
IF ANY SUCCESSOR SATISFACTORY TO BUYER SHALL HAVE
BEEN