EFFECTIVE ABSENCE
OF A "SECURITIES MARKET" FOR SECURITIES BACKED BY MORTGAGE LOANS OR AN EVENT OR
EVENTS SHALL HAVE OCCURRED RESULTING IN BUYER NOT BEING ABLE TO SELL SECURITIES
BACKED BY MORTGAGE LOANS AT PRICES WHICH WOULD HAVE BEEN REASONABLE PRIOR TO
SUCH EVENT OR EVENTS; OR
(D)
THERE SHALL HAVE OCCURRED A MATERIAL ADVERSE CHANGE IN THE FINANCIAL
CONDITION OF BUYER WHICH AFFECTS (OR CAN REASONABLY BE EXPECTED TO AFFECT)
MATERIALLY AND ADVERSELY THE ABILITY OF BUYER TO FUND ITS OBLIGATIONS UNDER THIS
AGREEMENT.
(9) MAXIMUM AGGREGATE PURCHASE PRICE.
AFTER GIVING EFFECT TO THE REQUESTED
TRANSACTION, THE AGGREGATE OUTSTANDING PURCHASE PRICE FOR ALL PURCHASED MORTGAGE
LOANS SUBJECT TO THEN OUTSTANDING TRANSACTIONS UNDER THIS AGREEMENT SHALL NOT
EXCEED THE MAXIMUM AGGREGATE PURCHASE PRICE.
(10) NEW BUSINESSES.
BUYER HAS NOT DETERMINED, IN BUYER'S SOLE DISCRETION, THAT
THE SELLERS HAVE ACQUIRED OR HAVE BEGUN OPERATING IN ANY BUSINESS UNRELATED TO
THAT OF A REIT OR A MORTGAGE BANKER.
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(11) REIT ASSET AND INCOME TESTS.
IN ACCORDANCE WITH ALL APPLICABLE LAWS AND
REQUIREMENTS FOR INCOME AND ASSET TESTS FOR A REIT, FIC HAS SATISFIED ALL OF THE
FOLLOWING ASSET OR INCOME TESTS:
(A)
AT THE CLOSE OF EACH TAXABLE YEAR, AT LEAST 75 PERCENT OF FIC'S GROSS
INCOME CONSISTS OF (I) "RENTS FROM REAL PROPERTY" WITHIN THE MEANING OF
SECTION 856(C)(3)(A) OF THE CODE, (II) INTEREST ON OBLIGATIONS SECURED BY
MORTGAGES ON REAL PROPERTY OR ON INTERESTS IN REAL PROPERTY, WITHIN THE MEANING
OF SECTION 856(C)(3)(B) OF THE CODE, (III) GAIN FROM THE SALE OR OTHER
DISPOSITION OF REAL PROPERTY (INCLUDING INTERESTS IN REAL PROPERTY AND INTERESTS
IN MORTGAGES ON REAL PROPERTY) WHICH IS NOT PROPERTY DESCRIBED IN
SECTION 1221(A)(1) OF THE CODE, WITHIN THE MEANING OF SECTION 856(C)(3)(C) OF
THE CODE, (IV) DIVIDENDS OR OTHER DISTRIBUTIONS ON, AND GAIN (OTHER THAN GAIN
FROM "PROHIBITED TRANSACTIONS" WITHIN THE MEANING OF SECTION 857(B)(6)(B)(III)
OF THE CODE) FROM THE SALE OR OTHER DISPOSITION OF, TRANSFERABLE SHARES (OR
TRANSFERABLE CERTIFICATES OF BENEFICIAL INTEREST) IN OTHER QUALIFYING REITS
WITHIN THE MEANING OF SECTION 856(D)(3)(D) OF THE CODE, AND (V) AMOUNTS
DESCRIBED IN SECTIONS 856(C)(3)(E) THROUGH 856(C)(3)(I) OF THE CODE.
(B)
AT THE CLOSE OF EACH TAXABLE YEAR, AT LEAST 95 PERCENT OF FIC'S GROSS
INCOME CONSISTS OF (I) THE ITEMS OF INCOME DESCRIBED IN PARAGRAPH 1 HEREOF
(OTHER THAN THOSE DESCRIBED IN SECTION 856(C)(3)(I) OF THE CODE), (II) GAIN
REALIZED FROM THE SALE OR OTHER DISPOSITION OF STOCK OR SECURITIES WHICH ARE NOT
PROPERTY DESCRIBED IN SECTION 1221(A)(1) OF THE CODE, (III) INTEREST AND (IV)
DIVIDENDS, IN EACH CASE WITHIN THE MEANING OF SECTION 856(C)(2) OF THE CODE.
(C)
AT THE CLOSE OF EACH QUARTER OF FIC'S TAXABLE YEARS, AT LEAST 75 PERCENT OF
THE VALUE OF FIC'S TOTAL ASSETS (AS DETERMINED IN ACCORDANCE WITH TREASURY
REGULATIONS SECTION 1.856-2(D)) HAS CONSISTED OF AND WILL CONSIST OF REAL ESTATE
ASSETS WITHIN THE MEANING OF SECTIONS 856(C)(4) AND 856(C)(5)(B) OF THE CODE,
CASH AND CASH ITEMS (INCLUDING RECEIVABLES WHICH ARISE IN THE ORDINARY COURSE OF
FIC'S OPERATIONS,