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.
(U)
SUBORDINATION EVENTS.
THE BORROWER WILL NOT ENGAGE OR PERMIT ANY
AFFILIATE TO ENGAGE IN ANY ACTIVITIES RELATING TO ANY OBLIGOR AND/OR WITH
RESPECT TO ANY LOAN THAT WOULD SUBJECT A LOAN TO THE RISK OF (I) EQUITABLE
SUBORDINATION UNDER SECTION 510(C) OF THE BANKRUPTCY CODE, OR
(II) RECHARACTERIZATION AS AN EQUITY SECURITY UNDER SECTION 105(A) OF THE
BANKRUPTCY CODE OR OTHERWISE, AS A RESULT OF THE CONDUCT OF THE BORROWER, THE
SERVICER, THE ORIGINATOR OR ANY OF THEIR RESPECTIVE AFFILIATES (ITEMS (I), AND
(II) ABOVE, EACH A "SUBORDINATION EVENT").
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(V)
COMPLIANCE WITH LOAN DOCUMENTS.
THE BORROWER WILL ACT IN STRICT
CONFORMITY WITH ALL MATERIAL TERMS AND CONDITIONS OF THE LOAN DOCUMENTS,
INCLUDING THE PROMPT ENFORCEMENT OF ITS RIGHTS THEREUNDER.
SECTION 5.2
HEDGING AGREEMENT.
(A)
IF AT ANY TIME THE AGGREGATE OUTSTANDING LOAN BALANCES OF LOANS
BEARING FIXED RATES OF INTEREST ("FIXED RATE LOANS") EXCEEDS 10% OF THE
AGGREGATE OUTSTANDING LOAN BALANCE, THE BORROWER MAY, AND SHALL AT THE REQUEST
OF THE MANAGING AGENTS, WITH RESPECT ONLY TO SUCH OUTSTANDING LOAN BALANCE OF
FIXED RATE LOANS AGGREGATING IN EXCESS OF 10% OF THE AGGREGATE OUTSTANDING LOAN
BALANCE, ENTER INTO AND MAINTAIN A HEDGE TRANSACTION WITH A HEDGE COUNTERPARTY
WHICH HEDGE TRANSACTION SHALL:
(I) BE IN THE FORM OF INTEREST RATE CAPS OR
SWAPS HAVING A NOTIONAL AMOUNT AND AMORTIZATION SCHEDULE AS SHALL BE DETERMINED
BY THE MANAGING AGENTS UPON CONSULTATION WITH THE BORROWER AND (II) SHALL
PROVIDE FOR PAYMENTS TO THE BORROWER TO THE EXTENT THAT THE LIBO RATE SHALL
EXCEED A RATE AGREED UPON BETWEEN THE MANAGING AGENTS 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 ANY AND ALL HEDGING AGREEMENTS, ANY AND ALL HEDGE
TRANSACTIONS, AND ANY AND ALL PRESENT AND FUTURE AMOUNTS PAYABLE BY A HEDGE
COUNTERPARTY TO THE BORROWER UNDER OR IN CONNECTION WITH ITS RESPECTIVE HEDGING
AGREEMENT AND HEDGE TRANSACTION(S) (COLLECTIVELY, THE "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