PURPOSES OF THIS LOAN
AGREEMENT AND THE OTHER OPERATIVE DOCUMENTS OR TO BETTER ASSURE AND CONFIRM UNTO
THE SECURED PARTIES THEIR RESPECTIVE RIGHTS, POWERS AND REMEDIES HEREUNDER AND
UNDER THE OTHER OPERATIVE DOCUMENTS, INCLUDING, WITHOUT LIMITATION, TO OBTAIN
SUCH CONSENTS AND GIVE SUCH NOTICES, AND TO FILE AND RECORD ALL SUCH DOCUMENTS
AND INSTRUMENTS, AND RENEW EACH SUCH CONSENT, NOTICE, FILING AND 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, THE AGENT 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 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
CUSTODIAN, THE TRUSTEE AND THE AGENT COPIES OF THE FORM OF EACH PROPOSED
AMENDMENT TO THE TRUST AGREEMENT, THE MASTER SERVICING AGREEMENT, THE BACK-UP
SERVICING AGREEMENT OR THE SUBSERVICING AGREEMENT AT LEAST SIXTY (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.
23
(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 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 (2)
BUSINESS DAYS AFTER THE