BUT NOT INCLUDING RECEIVABLES PURCHASED FROM ANOTHER PERSON),
AND GOVERNMENT SECURITIES.
(D)
AT THE CLOSE OF EACH QUARTER OF EACH OF FIC'S TAXABLE YEARS, (A) NOT MORE
THAN 25 PERCENT OF FIC'S TOTAL ASSET VALUE WILL BE REPRESENTED BY SECURITIES
(OTHER THAN THOSE DESCRIBED IN PARAGRAPH 3), (B) NOT MORE THAN 20 PERCENT OF
FIC'S TOTAL ASSET VALUE WILL BE REPRESENTED BY SECURITIES OF ONE OR MORE TAXABLE
REIT SUBSIDIARIES, AND (C) (I) NOT MORE THAN 5 PERCENT OF THE VALUE OF FIC'S
TOTAL ASSETS WILL BE REPRESENTED BY SECURITIES OF ANY ONE ISSUER (OTHER THAN
GOVERNMENT SECURITIES AND SECURITIES OF TAXABLE REIT SUBSIDIARIES), AND (II) FIC
WILL NOT HOLD SECURITIES POSSESSING MORE THAN 10 PERCENT OF THE TOTAL VOTING
POWER OR VALUE OF THE OUTSTANDING SECURITIES OF ANY ONE ISSUER (OTHER THAN
GOVERNMENT SECURITIES, SECURITIES OF TAXABLE REIT SUBSIDIARIES, AND SECURITIES
OF A QUALIFIED REIT SUBSIDIARY WITHIN THE MEANING OF SECTION 856(I) OF THE
CODE).
31
11.
PROGRAM
A.
THE SELLERS SHALL REIMBURSE BUYER FOR ANY OF BUYER'S REASONABLE
OUT-OF-POCKET COSTS, INCLUDING DUE DILIGENCE REVIEW COSTS AND REASONABLE
ATTORNEY'S FEES, INCURRED BY BUYER IN DETERMINING THE ACCEPTABILITY TO BUYER OF
ANY MORTGAGE LOANS AS SET FORTH IN THIS SECTION 11.
THE SELLERS SHALL ALSO PAY,
OR REIMBURSE BUYER IF BUYER SHALL PAY, ANY TERMINATION FEE, WHICH MAY BE DUE ANY
SERVICER.
THE SELLERS SHALL PAY THE FEES AND EXPENSES OF BUYER'S COUNSEL (UP TO
$20,000), DUE DILIGENCE (UP TO $10,000, THE "DUE DILIGENCE CAP"), PROVIDED THAT
SUCH DUE DILIGENCE CAP SHALL NOT APPLY UPON THE OCCURRENCE OF AN EVENT OF
DEFAULT AND OTHER OUT-OF-POCKET EXPENSES OF BUYER IN CONNECTION WITH THE INITIAL
ESTABLISHMENT OF THIS FACILITY AND RENEWALS THEREOF.
LEGAL FEES FOR ANY
SUBSEQUENT AMENDMENTS TO THIS AGREEMENT OR RELATED DOCUMENTS SHALL BE BORNE BY
THE SELLERS.
THE SELLERS SHALL PAY ONGOING CUSTODIAL AND BANK FEES AND EXPENSES
AS SET FORTH ON EXHIBIT N HERETO, AND ANY OTHER ONGOING FEES AND EXPENSES UNDER
ANY OTHER PROGRAM DOCUMENT.
B.
IF BUYER DETERMINES THAT, DUE TO THE INTRODUCTION OF, ANY CHANGE IN, OR THE
COMPLIANCE BY BUYER WITH (I) ANY EUROCURRENCY RESERVE REQUIREMENT OR (II) THE
INTERPRETATION OF ANY LAW, REGULATION OR ANY GUIDELINE OR REQUEST FROM ANY
CENTRAL BANK OR OTHER GOVERNMENTAL AUTHORITY (WHETHER OR NOT HAVING THE FORCE OF
LAW), THERE SHALL BE AN INCREASE IN THE COST TO BUYER IN ENGAGING IN THE PRESENT
OR ANY FUTURE TRANSACTIONS, THEN THE SELLERS AGREE TO PAY TO BUYER, FROM TIME TO
TIME, UPON DEMAND BY BUYER (WITH A COPY TO CUSTODIAN) THE ACTUAL COST OF
ADDITIONAL AMOUNTS AS SPECIFIED BY BUYER TO COMPENSATE BUYER FOR SUCH INCREASED
COSTS (THE "ADDITIONAL COSTS"), PROVIDED THAT (A) BUYER DELIVERS TO THE SELLERS
A CERTIFICATE SETTING FORTH IN REASONABLE DETAIL THE AMOUNT AND BASIS OF
DETERMINATION OF SUCH ADDITIONAL COSTS AND SUCH CERTIFICATE AS TO ANY ADDITIONAL
COSTS SUBMITTED BY THE BUYER TO THE SELLERS SHALL BE CONCLUSIVE IN THE ABSENCE
OF MANIFEST ERROR AND (B) NOTWITHSTANDING ANYTHING CONTAINED HEREIN, NEITHER
SELLER SHALL