THE SERVICER ON ITS BEHALF TO EXTEND, AMEND OR
OTHERWISE MODIFY, THE TERMS OF ANY LOAN.
(T)
REPORTING.
THE BORROWER WILL FURNISH
TO THE ADMINISTRATIVE AGENT, EACH MANAGING AGENT AND CONCORD:
(I)
AS SOON AS POSSIBLE AND IN ANY EVENT
WITHIN TWO (2) BUSINESS DAYS AFTER THE OCCURRENCE OF EACH EARLY TERMINATION
EVENT AND EACH UNMATURED TERMINATION EVENT, A WRITTEN STATEMENT, SIGNED BY A
RESPONSIBLE OFFICER, SETTING FORTH THE DETAILS OF SUCH EVENT AND THE ACTION THAT
THE BORROWER PROPOSES TO TAKE WITH RESPECT THERETO;
(II)
PROMPTLY UPON REQUEST, SUCH OTHER
INFORMATION, DOCUMENTS, RECORDS OR REPORTS RESPECTING THE TRANSFERRED LOANS OR
THE CONDITION OR OPERATIONS, FINANCIAL OR OTHERWISE, OF THE BORROWER OR
ORIGINATOR AS THE ADMINISTRATIVE AGENT MAY FROM TIME TO TIME REASONABLY REQUEST
IN ORDER TO PROTECT THE INTERESTS OF THE ADMINISTRATIVE AGENT OR THE SECURED
PARTIES UNDER OR AS CONTEMPLATED BY THIS AGREEMENT; AND
(III)
PROMPTLY, BUT IN NO EVENT LATER THAN TWO (2)
BUSINESS DAYS AFTER ITS RECEIPT THEREOF, COPIES OF ANY AND ALL NOTICES,
CERTIFICATES, DOCUMENTS, OR REPORTS DELIVERED TO IT BY THE ORIGINATOR UNDER THE
PURCHASE AGREEMENT.
SECTION 5.2
HEDGING AGREEMENT.
(A)
THE BORROWER SHALL, ON OR BEFORE THE
INITIAL ADVANCE HEREUNDER, ENTER INTO A HEDGE TRANSACTION WITH A HEDGE
COUNTERPARTY, WHICH SHALL: (I) BE IN THE FORM OF AN INTEREST RATE CAP HAVING A
NOTIONAL AMOUNT EQUAL TO (A) PRIOR TO THE TERMINATION DATE, THE REQUIRED
NOTIONAL AMOUNT AND (B) THEREAFTER, AN AMOUNT REFLECTING AMORTIZATION AT A RATE
TO BE AGREED UPON BETWEEN THE BORROWER AND THE ADMINISTRATIVE AGENT AND (II)
SHALL PROVIDE FOR PAYMENTS TO THE BORROWER TO THE EXTENT THAT THE LIBO RATE
SHALL EXCEED A RATE AGREED UPON BETWEEN THE ADMINISTRATIVE AGENT AND THE
BORROWER.
(B)
AS ADDITIONAL SECURITY HEREUNDER, THE
BORROWER HEREBY ASSIGNS TO THE ADMINISTRATIVE AGENT, AS AGENT FOR THE SECURED
PARTIES, ALL RIGHT, TITLE AND INTEREST OF THE BORROWER IN EACH HEDGING
AGREEMENT, EACH HEDGE TRANSACTION, AND ALL PRESENT AND FUTURE AMOUNTS PAYABLE BY
A HEDGE COUNTERPARTY TO THE BORROWER UNDER OR IN CONNECTION WITH THE RESPECTIVE
HEDGING AGREEMENT AND HEDGE TRANSACTION(S) WITH THAT HEDGE COUNTERPARTY ("HEDGE
COLLATERAL"), AND GRANTS A SECURITY INTEREST TO THE ADMINISTRATIVE AGENT, AS
AGENT FOR THE SECURED PARTIES, IN THE HEDGE COLLATERAL.
THE BORROWER
ACKNOWLEDGES THAT, AS A RESULT OF THAT ASSIGNMENT, THE BORROWER MAY NOT, WITHOUT
THE PRIOR WRITTEN CONSENT OF THE ADMINISTRATIVE AGENT, EXERCISE ANY RIGHTS UNDER
ANY HEDGING AGREEMENT OR HEDGE TRANSACTION, EXCEPT FOR THE BORROWER'S RIGHT
UNDER ANY HEDGING AGREEMENT TO ENTER INTO HEDGE TRANSACTIONS IN ORDER TO MEET
THE BORROWER'S OBLIGATIONS UNDER SECTION 5.2(A) HEREOF.
NOTHING HEREIN SHALL
HAVE THE EFFECT OF RELEASING THE BORROWER FROM ANY OF ITS OBLIGATIONS UNDER ANY
HEDGING AGREEMENT OR ANY HEDGE TRANSACTION, NOR BE CONSTRUED AS REQUIRING THE
CONSENT OF THE ADMINISTRATIVE AGENT OR ANY SECURED PARTY FOR THE PERFORMANCE BY
THE BORROWER OF ANY SUCH OBLIGATIONS.
45
ARTICLE VI
SECURITY INTEREST
SECTION 6.1
SECURITY INTEREST.
As collateral security for the prompt, complete and indefeasible payment and
performance in full when