HAS BEEN, LOCATED AT 11000 BROKEN LAND
PARKWAY, SUITE 600, COLUMBIA, MD 21044.
ON THE EFFECTIVE DATE, FIC'S
JURISDICTION OF ORGANIZATION IS MARYLAND.
THE SELLERS SHALL PROVIDE
ADMINISTRATIVE AGENT WITH THIRTY DAYS ADVANCE NOTICE OF ANY CHANGE IN ANY
SELLER'S CHIEF EXECUTIVE OFFICE OR JURISDICTION.
DURING THE PRECEDING FIVE
YEARS, NEITHER SELLER (A) HAS BEEN KNOWN BY OR DONE BUSINESS UNDER ANY OTHER
NAME, CORPORATE OR FICTITIOUS, EXCEPT WITH RESPECT TO FMC, SINCE JANUARY 1, 2000
UNDER THE NAME BROAD STREET MORTGAGE CO. AND (B) HAS FILED OR HAD FILED AGAINST
IT ANY BANKRUPTCY RECEIVERSHIP OR SIMILAR PETITIONS NOR HAS IT MADE ANY
ASSIGNMENTS FOR THE BENEFIT OF CREDITORS.
(18)
LOCATION OF BOOKS AND RECORDS.
THE LOCATION WHERE SELLERS KEEP
THEIR BOOKS AND RECORDS, INCLUDING ALL COMPUTER TAPES AND RECORDS RELATING TO
THE PURCHASED MORTGAGE LOANS AND THE RELATED REPURCHASE ASSETS IS THEIR CHIEF
EXECUTIVE OFFICES.
(19)
MINIMUM CONSOLIDATED ADJUSTED TANGIBLE NET WORTH.
ON THE EFFECTIVE
DATE, THE SELLERS' CONSOLIDATED ADJUSTED TANGIBLE NET WORTH IS NOT LESS THAN
$400 MILLION.
(20)
ERISA.
EACH PLAN TO WHICH A SELLER OR ITS SUBSIDIARIES MAKE DIRECT
CONTRIBUTIONS, AND, TO THE KNOWLEDGE OF ANY SELLER, EACH OTHER PLAN AND EACH
MULTIEMPLOYER PLAN, IS IN COMPLIANCE IN ALL MATERIAL RESPECTS WITH, AND HAS BEEN
ADMINISTERED IN ALL MATERIAL RESPECTS IN COMPLIANCE WITH, THE APPLICABLE
PROVISIONS OF ERISA, THE CODE AND ANY OTHER FEDERAL OR STATE LAW.
(21)
ADVERSE SELECTION.
NO SELLER HAS SELECTED THE PURCHASED MORTGAGE
LOANS IN A MANNER SO AS TO ADVERSELY AFFECT BUYERS' INTERESTS.
(22)
AGREEMENTS.
NO SELLER NOR ANY SUBSIDIARY OF SUCH SELLER IS A PARTY
TO ANY AGREEMENT, INSTRUMENT, OR INDENTURE OR SUBJECT TO ANY RESTRICTION
33
MATERIALLY AND ADVERSELY AFFECTING ITS BUSINESS, OPERATIONS, ASSETS OR FINANCIAL
CONDITION, EXCEPT AS DISCLOSED IN THE FINANCIAL STATEMENTS DESCRIBED IN
SECTION 13(A)(5) HEREOF.
NO SELLER NOR ANY SUBSIDIARY OF SUCH SELLER IS IN
DEFAULT IN THE PERFORMANCE, OBSERVANCE OR FULFILLMENT OF ANY OF THE OBLIGATIONS,
COVENANTS OR CONDITIONS CONTAINED IN ANY AGREEMENT, INSTRUMENT, OR INDENTURE
WHICH DEFAULT COULD HAVE A MATERIAL ADVERSE EFFECT.
NO HOLDER OF ANY
INDEBTEDNESS IN EXCESS OF $20,000,000 OF THE SELLERS OR OF ANY OF THEIR
SUBSIDIARIES HAS GIVEN NOTICE OF ANY ASSERTED DEFAULT THEREUNDER.
(23)
OTHER CREDIT FACILITIES.
EACH SELLER HEREBY REPRESENTS AND
WARRANTS THAT ALL CREDIT FACILITIES OF THE SELLERS (OTHER THAN STRUCTURED
SECURITIES DEBT) WHICH ARE PRESENTLY IN EFFECT ARE LISTED ON EXHIBIT J (THE
"EXISTING CREDIT FACILITIES") HERETO.
(24)
AGENCY APPROVALS.
WITH RESPECT TO EACH AGENCY SECURITY AND TO THE
EXTENT NECESSARY, FMC IS AN FHA APPROVED MORTGAGEE AND A VA APPROVED LENDER.
FMC IS ALSO APPROVED BY FANNIE MAE AS AN APPROVED LENDER AND FREDDIE MAC AS AN
APPROVED SELLER/SERVICER, AND, TO THE EXTENT NECESSARY, APPROVED BY THE
SECRETARY OF HOUSING AND URBAN DEVELOPMENT PURSUANT TO SECTIONS 203 AND 211 OF
THE NATIONAL HOUSING ACT.
IN EACH SUCH CASE, FMC IS IN GOOD STANDING, WITH NO
EVENT HAVING OCCURRED OR FMC HAVING ANY REASON WHATSOEVER TO BELIEVE OR SUSPECT
WILL OCCUR PRIOR TO