DEFAULT, AND (III) ANY OTHER LOSS, DAMAGE, COST OR EXPENSE DIRECTLY ARISING OR
RESULTING FROM THE OCCURRENCE OF AN EVENT OF DEFAULT IN RESPECT OF A
TRANSACTION.
G.
TO THE EXTENT PERMITTED BY APPLICABLE LAW, SELLERS SHALL BE
LIABLE TO BUYERS AND ADMINISTRATIVE AGENT FOR INTEREST ON ANY AMOUNTS OWING BY
SELLERS HEREUNDER, FROM THE DATE SELLERS BECOME LIABLE FOR SUCH AMOUNTS
HEREUNDER UNTIL SUCH AMOUNTS ARE (I) PAID IN FULL BY SELLERS OR (II) SATISFIED
IN FULL BY THE EXERCISE OF BUYERS' OR ADMINISTRATIVE AGENT'S RIGHTS HEREUNDER.
INTEREST ON ANY SUM PAYABLE BY SELLERS UNDER THIS SECTION 16(G) SHALL BE AT A
RATE EQUAL TO THE POST-DEFAULT RATE.
H.
BUYERS AND ADMINISTRATIVE AGENT SHALL HAVE, IN ADDITION TO ITS
RIGHTS HEREUNDER, ANY RIGHTS OTHERWISE AVAILABLE TO IT UNDER ANY OTHER AGREEMENT
OR APPLICABLE LAW.
I.
BUYERS AND ADMINISTRATIVE AGENT MAY EXERCISE ONE OR MORE OF THE
REMEDIES AVAILABLE TO THEM IMMEDIATELY UPON THE OCCURRENCE OF AN EVENT OF
DEFAULT AND, EXCEPT TO THE EXTENT PROVIDED IN SUBSECTIONS (A) AND (D) OF THIS
SECTION, AT ANY TIME THEREAFTER WITHOUT NOTICE TO SELLERS.
ALL RIGHTS AND
REMEDIES ARISING UNDER THIS AGREEMENT AS AMENDED FROM TIME TO TIME HEREUNDER ARE
CUMULATIVE AND NOT EXCLUSIVE OF ANY OTHER RIGHTS OR REMEDIES WHICH BUYERS AND
ADMINISTRATIVE AGENT MAY HAVE.
J.
BUYERS AND ADMINISTRATIVE AGENT MAY ENFORCE THEIR RIGHTS AND
REMEDIES HEREUNDER WITHOUT PRIOR JUDICIAL PROCESS OR HEARING, AND EACH SELLER
HEREBY EXPRESSLY WAIVES ANY DEFENSES SUCH SELLER MIGHT OTHERWISE HAVE TO REQUIRE
BUYERS OR ADMINISTRATIVE AGENT TO ENFORCE THEIR RIGHTS BY JUDICIAL PROCESS.
EACH SELLER ALSO WAIVES ANY DEFENSE (OTHER THAN A DEFENSE OF PAYMENT OR
PERFORMANCE) SUCH SELLER MIGHT OTHERWISE HAVE ARISING FROM THE USE OF
NONJUDICIAL PROCESS, ENFORCEMENT AND SALE OF ALL OR ANY PORTION OF THE
REPURCHASE ASSETS, OR FROM ANY OTHER ELECTION OF REMEDIES.
EACH SELLER
RECOGNIZES THAT NONJUDICIAL REMEDIES ARE
45
CONSISTENT WITH THE USAGES OF THE TRADE, ARE RESPONSIVE TO COMMERCIAL NECESSITY
AND ARE THE RESULT OF A BARGAIN AT ARM'S LENGTH.
K.
ADMINISTRATIVE AGENT SHALL HAVE THE RIGHT TO PERFORM REASONABLE
DUE DILIGENCE WITH RESPECT TO EACH SELLER AND THE MORTGAGE LOANS, WHICH REVIEW
SHALL BE AT THE EXPENSE OF SELLERS.
17.
REPORTS
A.
NOTICES.
THE SELLERS SHALL IMMEDIATELY FURNISH TO ADMINISTRATIVE
AGENT, NOTICE OF THE OCCURRENCE OF ANY EVENT OF DEFAULT HEREUNDER OR MATERIAL
DEFAULT OR BREACH BY THE SELLERS OR SERVICER OF ANY OBLIGATION UNDER ANY PROGRAM
AGREEMENT OR ANY MATERIAL CONTRACT OR AGREEMENT OF THE SELLERS OR SERVICER OR
THE OCCURRENCE OF ANY EVENT OR CIRCUMSTANCE THAT SUCH PARTY REASONABLY EXPECTS
WILL, WITH THE PASSAGE OF TIME, BECOME AN EVENT OF DEFAULT OR SUCH A DEFAULT OR
BREACH BY SUCH PARTY AND THE FOLLOWING:
(1)
AS SOON AS AVAILABLE AND IN ANY EVENT WITHIN THIRTY (30) CALENDAR
DAYS AFTER THE END OF EACH CALENDAR MONTH, THE UNAUDITED CONSOLIDATED AND
CONSOLIDATING BALANCE SHEETS OF FIC AND ITS CONSOLIDATED SUBSIDIARIES AS AT THE
END OF SUCH PERIOD AND THE RELATED UNAUDITED CONSOLIDATED STATEMENTS OF INCOME