ANY MATERIAL PORTION OF THE
PURCHASED MORTGAGE LOANS OR OTHER REPURCHASE ASSETS PURPORTED TO BE COVERED
HEREBY.
N.
FINANCIAL STATEMENTS.
SELLERS' OR SERVICER'S AUDITED ANNUAL
FINANCIAL STATEMENTS OR THE NOTES THERETO OR OTHER OPINIONS OR CONCLUSIONS
STATED THEREIN SHALL BE QUALIFIED OR LIMITED BY REFERENCE TO THE STATUS OF
SELLERS OR SERVICER AS A "GOING CONCERN" OR A REFERENCE OF SIMILAR IMPORT.
O.
AMENDMENTS.
ANY MATERIAL AMENDMENT IS MADE TO THE UNDERWRITING
GUIDELINES WHICH WAS NOT PREVIOUSLY APPROVED BY BUYER PURSUANT TO SECTION 14(P).
P.
REIT STATUS.
THE FAILURE OF FIC TO AT ANY TIME CONTINUE TO BE
QUALIFIED AS A REAL ESTATE INVESTMENT TRUST AS DEFINED IN SECTION 856 OF THE
CODE.
Q.
ELIGIBLE SUBSERVICER.
EXCEPT WITH RESPECT TO FMC, THE FAILURE AT
ANY TIME TO HAVE A PERSON SATISFYING THE DEFINITION OF "ELIGIBLE SUBSERVICER"
OBLIGATED TO PERFORM THE DUTIES OF ELIGIBLE SUBSERVICER WITH RESPECT TO MORTGAGE
LOANS AND RELATED PROPERTY ORIGINATED BY FIC.
An Event of Default shall be deemed to be continuing unless expressly waived by
Administrative Agent in writing.
16.
REMEDIES UPON DEFAULT
In the event that an Event of Default shall have occurred:
A.
ADMINISTRATIVE AGENT MAY, AT ITS OPTION (WHICH OPTION SHALL BE
DEEMED TO HAVE BEEN EXERCISED IMMEDIATELY UPON THE OCCURRENCE OF AN ACT OF
INSOLVENCY OF ANY SELLER OR ANY AFFILIATE), DECLARE AN EVENT OF DEFAULT TO HAVE
OCCURRED HEREUNDER AND, UPON THE EXERCISE OR DEEMED EXERCISE OF SUCH OPTION, THE
REPURCHASE DATE FOR EACH TRANSACTION HEREUNDER SHALL, IF IT HAS NOT ALREADY
OCCURRED, BE DEEMED IMMEDIATELY TO OCCUR (EXCEPT THAT, IN THE EVENT THAT THE
PURCHASE DATE FOR ANY TRANSACTION HAS NOT YET OCCURRED AS OF THE DATE OF SUCH
EXERCISE OR DEEMED EXERCISE, SUCH TRANSACTION SHALL BE DEEMED IMMEDIATELY
CANCELED).
ADMINISTRATIVE AGENT SHALL (EXCEPT UPON THE OCCURRENCE OF AN ACT OF
INSOLVENCY) GIVE NOTICE TO SELLERS OF THE EXERCISE OF SUCH OPTION AS PROMPTLY AS
PRACTICABLE.
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B.
IF ADMINISTRATIVE AGENT EXERCISES OR IS DEEMED TO HAVE EXERCISED
THE OPTION REFERRED TO IN SUBPARAGRAPH (A) OF THIS SECTION, (I) SELLERS'
OBLIGATIONS IN SUCH TRANSACTIONS TO REPURCHASE ALL PURCHASED MORTGAGE LOANS, AT
THE REPURCHASE PRICE THEREFOR ON THE REPURCHASE DATE DETERMINED IN ACCORDANCE
WITH SUBPARAGRAPH (A) OF THIS SECTION, SHALL THEREUPON BECOME IMMEDIATELY DUE
AND PAYABLE, (II) ALL INCOME PAID AFTER SUCH EXERCISE OR DEEMED EXERCISE SHALL
BE RETAINED BY ADMINISTRATIVE AGENT AND APPLIED, IN ADMINISTRATIVE AGENT'S SOLE
DISCRETION, TO THE AGGREGATE UNPAID REPURCHASE PRICES FOR ALL OUTSTANDING
TRANSACTIONS AND ANY OTHER AMOUNTS OWING BY SELLERS HEREUNDER, AND (III) SELLERS
SHALL IMMEDIATELY DELIVER TO ADMINISTRATIVE AGENT THE MORTGAGE FILES RELATING TO
ANY PURCHASED MORTGAGE LOANS SUBJECT TO SUCH TRANSACTIONS THEN IN SELLERS'
POSSESSION OR CONTROL.
C.
ADMINISTRATIVE AGENT ALSO SHALL HAVE THE RIGHT TO OBTAIN PHYSICAL
POSSESSION, AND TO COMMENCE AN ACTION TO OBTAIN PHYSICAL POSSESSION, OF ALL
RECORDS AND FILES OF SELLERS RELATING TO THE PURCHASED MORTGAGE LOANS AND ALL
DOCUMENTS RELATING TO THE PURCHASED MORTGAGE LOANS (INCLUDING, WITHOUT
LIMITATION, ANY LEGAL, CREDIT OR SERVICING FILES WITH RESPECT TO