INTO
ANY TRANSACTION OF MERGER OR CONSOLIDATION OR AMALGAMATION, OR LIQUIDATE, WIND
UP OR DISSOLVE ITSELF (OR SUFFER ANY LIQUIDATION, WINDING UP OR DISSOLUTION) OR
SELL ALL OR SUBSTANTIALLY ALL OF ITS ASSETS; PROVIDED, THAT ANY SELLER MAY MERGE
OR CONSOLIDATE WITH (A) ANY WHOLLY OWNED SUBSIDIARY OF SUCH SELLER, OR (B) ANY
OTHER PERSON IF SUCH SELLER, IS THE SURVIVING CORPORATION; AND PROVIDED FURTHER,
THAT IF AFTER GIVING EFFECT THERETO, NO EVENT OF DEFAULT WOULD EXIST HEREUNDER.
E.
MAINTENANCE OF PROFITABILITY.
FIC SHALL NOT PERMIT, FOR ANY TWO
CONSECUTIVE TEST PERIODS, ITS CONSOLIDATED NET INCOME FOR ANY TEST PERIOD,
BEFORE INCOME TAXES FOR SUCH TEST PERIOD, DISTRIBUTIONS MADE DURING SUCH TEST
PERIOD, AND WITHOUT REGARD TO UNREALIZED GAINS OR LOSSES FROM MARK TO MARKET
VALUATIONS RESULTING FROM SELLERS' INTEREST RATE PROTECTION AGREEMENTS DURING
SUCH TEST PERIOD, TO BE LESS THAN $1.00.
F.
SERVICER; ASSET TAPE.
SELLERS SHALL CAUSE SERVICER TO PROVIDE
TO ADMINISTRATIVE AGENT, ELECTRONICALLY, IN A FORMAT MUTUALLY ACCEPTABLE TO
ADMINISTRATIVE AGENT AND SELLERS, AN ASSET TAPE BY NO LATER THAN THE REPORTING
DATE.
THE SELLERS SHALL NOT CAUSE THE PURCHASED MORTGAGE LOANS TO BE SERVICED
BY ANY SERVICER OTHER THAN A SERVICER EXPRESSLY APPROVED IN WRITING BY
ADMINISTRATIVE AGENT, WHICH APPROVAL SHALL BE DEEMED GRANTED BY ADMINISTRATIVE
AGENT WITH RESPECT TO THE SELLERS WITH THE EXECUTION OF THIS AGREEMENT.
THE
PURCHASED MORTGAGE LOANS (OTHER THAN THOSE PURCHASED MORTGAGE LOANS SOLD TO
36
THE BUYERS BY FMC) SHALL AT ALL TIMES BE SUBSERVICED BY AN ELIGIBLE SUBSERVICER
PURSUANT TO A BINDING AND ENFORCEABLE AGREEMENT BETWEEN THE SERVICER AND SUCH
ELIGIBLE SUBSERVICER (COPIES OF WHICH, TOGETHER WITH ALL AMENDMENTS AND
MODIFICATIONS THERETO, SHALL BE PROVIDED TO THE ADMINISTRATIVE AGENT).
G.
RESERVED.
H.
INSURANCE.
THE SELLERS WILL CONTINUE TO MAINTAIN, FOR EACH
SELLER AND ITS SUBSIDIARIES, INSURANCE COVERAGE WITH RESPECT TO EMPLOYEE
DISHONESTY, FORGERY OR ALTERATION, THEFT, DISAPPEARANCE AND DESTRUCTION, ROBBERY
AND SAFE BURGLARY, PROPERTY (OTHER THAN MONEY AND SECURITIES) AND COMPUTER FRAUD
IN AN AGGREGATE AMOUNT ACCEPTABLE TO FANNIE MAE AND FREDDIE MAC.
I.
NO ADVERSE CLAIMS.
THE SELLERS WARRANT AND WILL DEFEND, AND
SHALL CAUSE ANY SERVICER TO DEFEND, THE RIGHT, TITLE AND INTEREST OF BUYERS IN
AND TO ALL REPURCHASE ASSETS AGAINST ALL ADVERSE CLAIMS AND DEMANDS.
J.
ASSIGNMENT.
EXCEPT AS PERMITTED HEREIN, NEITHER SELLER SHALL
SELL, ASSIGN, TRANSFER OR OTHERWISE DISPOSE OF, OR GRANT ANY OPTION WITH RESPECT
TO, OR PLEDGE, HYPOTHECATE OR GRANT A SECURITY INTEREST IN OR LIEN ON OR
OTHERWISE ENCUMBER (EXCEPT PURSUANT TO THE PROGRAM AGREEMENTS), ANY OF THE
PURCHASED MORTGAGE LOANS OR ANY INTEREST THEREIN, PROVIDED THAT THIS
SECTION SHALL NOT PREVENT ANY TRANSFER OF PURCHASED MORTGAGE LOANS IN ACCORDANCE
WITH THE PROGRAM AGREEMENTS.
K.
SECURITY INTEREST.
THE SELLERS SHALL DO ALL THINGS NECESSARY TO
PRESERVE THE REPURCHASE ASSETS SO THAT THEY REMAIN SUBJECT TO A FIRST PRIORITY
PERFECTED SECURITY INTEREST HEREUNDER.
WITHOUT LIMITING THE FOREGOING, THE
SELLERS WILL COMPLY IN ALL MATERIAL RESPECTS WITH ALL RULES, REGULATIONS AND
OTHER LAWS OF ANY GOVERNMENTAL AUTHORITY AND CAUSE THE REPURCHASE ASSETS