THE UNDERWRITING GUIDELINES
WHICH WAS NOT PREVIOUSLY APPROVED BY BUYER PURSUANT TO SECTION 14(Q).
P.
REIT STATUS.
THE FAILURE OF FIC TO AT ANY TIME CONTINUE TO BE (I) QUALIFIED
AS A REAL ESTATE INVESTMENT TRUST AS DEFINED IN SECTION 856 OF THE CODE AND (II)
ENTITLED TO A DIVIDEND PAID DEDUCTION UNDER SECTION 857 OF THE CODE WITH RESPECT
TO DIVIDENDS PAID BY IT WITH RESPECT TO EACH TAXABLE YEAR FOR WHICH IT CLAIMS A
DEDUCTION ON ITS FORM 1120 - REIT FILED WITH THE UNITED STATES INTERNAL REVENUE
SERVICE FOR SUCH YEAR, OR FIC HAS ENGAGED IN ANY "PROHIBITED TRANSACTIONS" AS
DEFINED IN SECTION 857(B)(6)(B)(III) AND (C) OF THE CODE, WHICH, EITHER IN ANY
ONE INSTANCE OR IN THE AGGREGATE, IS REASONABLY LIKELY TO RESULT IN A MATERIAL
ADVERSE EFFECT OR IN ANY MATERIAL IMPAIRMENT OF THE RIGHT OR ABILITY OF SELLER
TO CARRY ON ITS BUSINESS SUBSTANTIALLY AS NOW CONDUCTED, OR IN ANY MATERIAL
LIABILITY ON THE PART OF SELLER.
Q.
REIT ASSET AND INCOME TESTS.
THE SELLER AND THE BUYER EACH AGREE THAT
SHOULD THE SELLER ENTER INTO A REPURCHASE AGREEMENT OR CREDIT FACILITY WITH ANY
PERSON OTHER THAN THE BUYER, AN AFFILIATE OF THE BUYER, MERRILL LYNCH BANK USA
OR AN AFFILIATE OF MERRILL LYNCH BANK USA WHICH BY ITS TERMS PROVIDES MORE
FAVORABLE TERMS WITH RESPECT TO ANY REIT COMPLIANCE OR ASSET AND INCOME TESTS,
INCLUDING WITHOUT LIMITATION PROVISIONS COVERING THE SAME OR SIMILAR SUBJECT
MATTER SET FORTH IN SECTIONS 10(C)(11) AND 13(A)(27) (A "MORE FAVORABLE
AGREEMENT"), THE TERMS OF THIS AGREEMENT SHALL BE DEEMED AUTOMATICALLY AMENDED
TO INCLUDE SUCH MORE FAVORABLE TERMS CONTAINED IN SUCH MORE FAVORABLE AGREEMENT;
PROVIDED, THAT IN THE EVENT THAT SUCH MORE FAVORABLE AGREEMENT IS TERMINATED,
UPON NOTICE BY THE SELLER TO THE BUYER OF SUCH TERMINATION, THE ORIGINAL TERMS
OF THIS AGREEMENT SHALL BE DEEMED TO BE AUTOMATICALLY REINSTATED.
THE SELLER
AND THE BUYER FURTHER AGREE TO EXECUTE AND DELIVER AN AMENDMENT TO THIS
AGREEMENT EVIDENCING SUCH PROVISIONS, PROVIDED THAT THE EXECUTION OF SUCH
48
AMENDMENT SHALL NOT BE A PRECONDITION TO THE EFFECTIVENESS OF SUCH AMENDMENT,
BUT SHALL MERELY BE FOR THE CONVENIENCE OF THE PARTIES HERETO.
PROMPTLY UPON
THE SELLER ENTERING INTO A MORE FAVORABLE AGREEMENT WITH ANY PERSON OTHER THAN
THE BUYER, THE SELLER SHALL NOTIFY THE BUYER OF SUCH MORE FAVORABLE AGREEMENT.
An Event of Default shall be deemed to be continuing unless expressly waived by
Buyer in writing.
16.
REMEDIES UPON DEFAULT
In the event that an Event of Default shall have occurred:
A.
BUYER MAY, AT ITS OPTION (WHICH OPTION SHALL BE DEEMED TO HAVE BEEN
EXERCISED IMMEDIATELY UPON THE OCCURRENCE OF AN ACT OF INSOLVENCY), 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