THE SOUND
SERVICING OF MORTGAGE LOANS OF THE SAME TYPES AS MAY FROM TIME TO TIME
CONSTITUTE MORTGAGE LOANS AND IN ACCORDANCE WITH ACCEPTED SERVICING PRACTICES.
CC.
RESERVED.
40
DD.
NO PLEDGE.
NO SELLER SHALL PLEDGE, TRANSFER OR CONVEY ANY SECURITY
INTEREST IN THE COLLECTION ACCOUNT TO ANY PERSON WITHOUT THE EXPRESS WRITTEN
CONSENT OF ADMINISTRATIVE AGENT.
EE.
NON-STRUCTURED SECURITIES INDEBTEDNESS TO CONSOLIDATED ADJUSTED
TANGIBLE NET WORTH RATIO.
THE SELLERS' RATIO OF CONSOLIDATED INDEBTEDNESS LESS
STRUCTURED SECURITIES DEBT TO CONSOLIDATED ADJUSTED TANGIBLE NET WORTH SHALL NOT
EXCEED 10:1.
FF.
PLAN ASSETS.
NEITHER SELLER SHALL BE AN EMPLOYEE BENEFIT PLAN AS
DEFINED IN SECTION 3 OF TITLE I OF ERISA, OR A PLAN DESCRIBED IN
SECTION 4975(E)(1) OF THE CODE AND NO SELLER SHALL USE "PLAN ASSETS" WITHIN THE
MEANING OF 29 CFR §2510.3-101 TO ENGAGE IN THIS REPURCHASE AGREEMENT OR ANY
TRANSACTION HEREUNDER.
GG.
MAINTENANCE OF LIQUIDITY.
THE SELLERS SHALL MAINTAIN CASH, CASH
EQUIVALENTS AS WELL AS UNENCUMBERED MORTGAGE LOANS HELD FOR SALE OR
SECURITIZATION OF AT LEAST $15 MILLION.
HH.
COMMITTED WAREHOUSE FACILITY.
WHILE FIC OR AN AFFILIATE OF FIC IS
THE SERVICER, THE SERVICER SHALL CAUSE THE SELLERS TO MAINTAIN, AT ALL TIMES
DURING THE TERM OF THIS AGREEMENT, ONE OR MORE COMMITTED LOAN FACILITIES WITH
ONE OR MORE NATIONALLY RECOGNIZED AND ESTABLISHED LENDERS (OTHER THAN THE
ADMINISTRATIVE AGENT AND ITS AFFILIATES) THAT, IN THE AGGREGATE ON A COMMITTED
BASIS, HAVE AN AGGREGATE COMMITTED AMOUNT OF FUNDS AVAILABLE TO THE SELLERS
EQUAL TO AT LEAST $500,000,000.
15.
EVENTS OF DEFAULT
Each of the following shall constitute an "Event of Default" hereunder:
A.
PAYMENT FAILURE.
FAILURE OF ANY SELLER OR SERVICER TO (I) MAKE
ANY PAYMENT OF PRICE DIFFERENTIAL OR REPURCHASE PRICE OR ANY OTHER SUM WHICH HAS
BECOME DUE, ON A PRICE DIFFERENTIAL PAYMENT DATE OR A REPURCHASE DATE OR
OTHERWISE, WHETHER BY ACCELERATION OR OTHERWISE, UNDER THE TERMS OF THIS
AGREEMENT, OR (II) CURE ANY MARGIN DEFICIT WHEN DUE PURSUANT TO SECTION 6
HEREOF.
B.
CROSS DEFAULT.
ANY SELLER SHALL FAIL TO PAY WHEN DUE ANY AMOUNTS
DUE UNDER ANY AGREEMENT TO WHICH ANY SUCH PERSON IS A PARTY AND UNDER WHICH ANY
INDEBTEDNESS GREATER THAN $20,000,000 IS GOVERNED (AFTER GIVING EFFECT TO ANY
APPLICABLE CURE PERIODS); OR ANY INDEBTEDNESS OWING BY THE SELLERS GREATER THAN
$20,000,000 SHALL BE DECLARED TO BE DUE AND PAYABLE OR REQUIRED TO BE PREPAID
(OTHER THAN BY A REGULARLY SCHEDULED PAYMENT) PRIOR TO THE DATE OF MATURITY
THEREOF.
C.
ASSIGNMENT.
ASSIGNMENT OR ATTEMPTED ASSIGNMENT BY ANY SELLER OF
THIS AGREEMENT OR ANY RIGHTS HEREUNDER WITHOUT FIRST OBTAINING THE SPECIFIC
WRITTEN CONSENT OF ADMINISTRATIVE AGENT, OR THE GRANTING BY ANY SELLER OF ANY
SECURITY
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INTEREST, LIEN OR OTHER ENCUMBRANCES ON ANY PURCHASED MORTGAGE LOANS TO ANY
PERSON OTHER THAN BUYERS.
D.
INSOLVENCY.
AN ACT OF INSOLVENCY SHALL HAVE OCCURRED WITH
RESPECT TO ANY SELLER.
E.
MATERIAL ADVERSE CHANGE.
ANY EVENT HAVING A MATERIAL ADVERSE
EFFECT SHALL OCCUR, IN EACH CASE AS DETERMINED BY THE ADMINISTRATIVE AGENT IN
ITS SOLE