SELLERS
SHALL FURNISH TO THE BUYER COPIES OF (I) ALL NOTICES RECEIVED BY THE SELLERS OR
ANY ERISA AFFILIATE THEREOF OF THE PBGC'S INTENT TO TERMINATE ANY PLAN OR TO
HAVE A TRUSTEE APPOINTED TO ADMINISTER ANY PLAN; (II) ALL NOTICES RECEIVED BY
THE SELLERS OR ANY ERISA AFFILIATE THEREOF FROM THE SPONSOR OF A MULTIEMPLOYER
PLAN PURSUANT TO SECTION 4202 OF ERISA INVOLVING A WITHDRAWAL LIABILITY IN
EXCESS OF $250,000; AND (III) ALL FUNDING WAIVER REQUESTS FILED BY THE SELLERS
OR ANY ERISA AFFILIATE THEREOF WITH THE INTERNAL REVENUE SERVICE WITH RESPECT TO
ANY PLAN, THE ACCRUED BENEFITS OF WHICH EXCEED THE PRESENT VALUE OF THE PLAN
ASSETS AS OF THE DATE THE WAIVER REQUEST IS FILED BY MORE THAN $250,000, AND ALL
COMMUNICATIONS RECEIVED BY THE SELLERS OR ANY ERISA AFFILIATE THEREOF FROM THE
INTERNAL REVENUE SERVICE WITH RESPECT TO ANY SUCH FUNDING WAIVER REQUEST.
(J)
FINANCIAL CONDITION COVENANTS.
(I)
MAINTENANCE OF TANGIBLE NET WORTH.
THE
SELLERS, ON A CONSOLIDATED BASIS, SHALL MAINTAIN A TANGIBLE NET WORTH OF NOT
LESS THAN $175,000,000. AT NO TIME SHALL MORTGAGEIT INDIVIDUALLY MAINTAIN A
TANGIBLE NET WORTH AT THE END OF ANY TWO CONSECUTIVE CALENDAR QUARTERS OF LESS
THAN $25,000,000.
(II)
MAINTENANCE OF RATIO OF INDEBTEDNESS TO
TANGIBLE NET WORTH.
MORTGAGEIT, ON A CONSOLIDATED BASIS, SHALL MAINTAIN THE
RATIO OF INDEBTEDNESS TO TANGIBLE NET WORTH NO GREATER THAN 20:1.
(III)
MAINTENANCE OF LIQUIDITY.
MORTGAGEIT SHALL
ENSURE THAT, AS OF THE END OF EACH CALENDAR MONTH, IT HAS CASH EQUIVALENTS IN AN
AMOUNT NOT LESS THAN $10,000,000.
(K)
RESERVED.
(L)
NO ADVERSE SELECTION.
THE SELLERS SHALL
NOT SELECT ELIGIBLE MORTGAGE LOANS TO BE SOLD TO BUYER AS PURCHASED MORTGAGE
LOANS USING ANY TYPE OF ADVERSE SELECTION OR OTHER SELECTION CRITERIA WHICH
WOULD ADVERSELY AFFECT THE BUYER IN ANY MATERIAL RESPECT.
(M)
MORTGAGE LOAN SCHEDULE.
ON THE FRIDAY OF EACH
CALENDAR WEEK (OR IF SUCH DATE IS NOT A BUSINESS DAY, THE NEXT PRECEDING
BUSINESS DAY), OR WITH SUCH GREATER FREQUENCY AS REQUESTED BY BUYER, THE SELLERS
SHALL PROVIDE TO BUYER, ELECTRONICALLY, IN A FORMAT MUTUALLY ACCEPTABLE TO
BUYER, A MORTGAGE LOAN SCHEDULE.
THE SELLERS SHALL NOT CAUSE THE PURCHASED
MORTGAGE LOANS TO BE SERVICED BY ANY SERVICER OTHER THAN A SERVICER EXPRESSLY
APPROVED IN
42
writing by Buyer, which approval shall be deemed granted by Buyer with respect
to the Sellers with the execution of this Repurchase Agreement.
(N)
INSURANCE.
THE SELLERS SHALL CONTINUE TO
MAINTAIN 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 AT LEAST EQUAL TO $2,000,000 WITH RESPECT TO ERRORS AND OMISSIONS
INSURANCE AND $5,000,000 WITH RESPECT TO BLANKET INSURANCE POLICY.
THE SELLERS
SHALL MAINTAIN A FIDELITY BOND AS REQUIRED BY APPLICABLE STATE REGULATIONS IN
RESPECT OF ITS OFFICERS, EMPLOYEES AND AGENTS, WITH RESPECT TO ANY CLAIMS MADE
IN CONNECTION WITH ALL OR ANY PORTION OF THE REPURCHASE ASSETS.
THE SELLERS
SHALL NOTIFY THE BUYER OF