THERETO, (B) STRUCTURED SECURITIES
DEBT, (C) PERMITTED GUARANTEE OBLIGATIONS AND (D) USUAL AND CUSTOMARY ACCOUNTS
PAYABLE FOR A MORTGAGE COMPANY) OR (2) WITHOUT THE PRIOR WRITTEN CONSENT OF
ADMINISTRATIVE AGENT IN ITS SOLE GOOD FAITH DISCRETION WITH RESPECT TO ANY
SELLER'S ACQUISITION OR OPERATION OF ANY NEW LINE OF BUSINESS UNRELATED TO THAT
OF A REIT OR A MORTGAGE
39
BANKER.
THE RELEVANT SELLER SHALL PROVIDE PROMPT WRITTEN NOTICE OF ANY INCREASE
IN ITS EXISTING CREDIT FACILITIES SPECIFIED ON EXHIBIT J.
Y.
HEDGING.
THE SELLERS (I) HAVE ENTERED INTO INTEREST RATE
PROTECTION AGREEMENTS, IN ACCORDANCE WITH THE SELLERS' WRITTEN POLICIES
REGARDING HEDGING, OR A LETTER DETAILING SUCH POLICIES TO BE DELIVERED TO THE
ADMINISTRATIVE AGENT UPON ADMINISTRATIVE AGENT'S REQUEST, WITH RESPECT TO
PURCHASED MORTGAGE LOANS HAVING TERMS WITH RESPECT TO PROTECTION AGAINST
FLUCTUATIONS IN INTEREST RATES ACCEPTABLE TO ADMINISTRATIVE AGENT IN ITS SOLE
GOOD FAITH DISCRETION; AND (II) SHALL GIVE THE ADMINISTRATIVE AGENT PRIOR NOTICE
OF ALL INTENDED MATERIAL CHANGES, AMENDMENTS OR MODIFICATIONS TO THE SELLERS'
RELATED WRITTEN POLICIES REGARDING HEDGING OR LETTERS DELIVERED TO
ADMINISTRATIVE AGENT DETAILING SUCH POLICIES.
Z.
TRUE AND CORRECT INFORMATION.
ALL INFORMATION, REPORTS,
EXHIBITS, SCHEDULES, FINANCIAL STATEMENTS OR CERTIFICATES OF SELLERS, ANY
AFFILIATE THEREOF OR ANY OF THEIR OFFICERS FURNISHED TO ADMINISTRATIVE AGENT
HEREUNDER AND DURING ADMINISTRATIVE AGENT'S DILIGENCE OF SELLERS ARE AND WILL BE
TRUE AND COMPLETE AND DO NOT OMIT TO DISCLOSE ANY MATERIAL FACTS NECESSARY TO
MAKE THE STATEMENTS HEREIN OR THEREIN, IN LIGHT OF THE CIRCUMSTANCES IN WHICH
THEY ARE MADE, NOT MISLEADING.
ALL REQUIRED FINANCIAL STATEMENTS, INFORMATION
AND REPORTS DELIVERED BY SELLERS OR SERVICER TO ADMINISTRATIVE AGENT PURSUANT TO
THIS AGREEMENT SHALL BE PREPARED IN ACCORDANCE WITH U.S. GAAP, OR, IF
APPLICABLE, TO SEC FILINGS, THE APPROPRIATE SEC ACCOUNTING REGULATIONS.
AA.
DELIVERY TO CUSTODIAN.
PRIOR TO THE PURCHASE OF A MORTGAGE LOAN
PURSUANT TO THIS AGREEMENT, THE SELLERS SHALL DELIVER, OR CAUSE TO BE DELIVERED,
TO ADMINISTRATIVE AGENT OR CUSTODIAN, AS APPLICABLE, THE DOCUMENTATION SET FORTH
IN THE CUSTODIAL AGREEMENT WITH RESPECT TO SUCH MORTGAGE LOAN.
IF UPON
EXAMINATION OF THE DOCUMENTS INCLUDED IN THE RELATED MORTGAGE FILE, THE
CUSTODIAN DETERMINES THAT SUCH DOCUMENTS DO NOT SATISFY THE REQUIREMENTS SET
FORTH IN THE CUSTODIAL AGREEMENT, THE CUSTODIAN SHALL MARK SUCH MORTGAGE LOAN AS
AN EXCEPTION ON THE RELATED MORTGAGE LOAN SCHEDULE AND EXCEPTION REPORT.
BB.
AGENCY APPROVALS; SERVICING.
FMC SHALL MAINTAIN ITS STATUS WITH
FANNIE MAE AS AN APPROVED LENDER AND FREDDIE MAC AS AN APPROVED SELLER/SERVICER,
IN EACH CASE IN GOOD STANDING.
SHOULD FMC, FOR ANY REASON, CEASE TO POSSESS ALL
SUCH APPLICABLE AGENCY APPROVALS, OR SHOULD NOTIFICATION TO THE RELEVANT AGENCY
OR TO THE DEPARTMENT OF HOUSING AND URBAN DEVELOPMENT, FHA OR VA BE REQUIRED,
FMC SHALL SO NOTIFY BUYER IMMEDIATELY IN WRITING.
NOTWITHSTANDING THE PRECEDING
SENTENCE, FMC SHALL TAKE ALL NECESSARY ACTION TO MAINTAIN ALL OF THEIR
APPLICABLE AGENCY APPROVALS AT ALL TIMES DURING THE TERM OF THIS AGREEMENT AND
EACH OUTSTANDING TRANSACTION.
FMC HAS ADEQUATE FINANCIAL STANDING, SERVICING
FACILITIES, PROCEDURES AND EXPERIENCED PERSONNEL NECESSARY FOR