OR ANY ONGOING DUE DILIGENCE
OF ANY SELLER OR ANY AFFILIATE OR OFFICER THEREOF, NEGOTIATION, PREPARATION, OR
DELIVERY OF THE PROGRAM AGREEMENTS ARE TRUE AND COMPLETE IN ALL MATERIAL
RESPECTS 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 FINANCIAL STATEMENTS HAVE BEEN PREPARED IN ACCORDANCE
WITH GAAP.
(10)
APPROVALS.
NO CONSENT, APPROVAL, AUTHORIZATION OR ORDER OF,
REGISTRATION OR FILING WITH, OR NOTICE TO ANY GOVERNMENTAL AUTHORITY OR COURT IS
REQUIRED UNDER APPLICABLE LAW IN CONNECTION WITH THE EXECUTION, DELIVERY AND
PERFORMANCE BY ANY SELLER OF THIS AGREEMENT, ANY TRANSACTION REQUEST, PURCHASE
CONFIRMATION AND THE PROGRAM AGREEMENTS.
(11)
LITIGATION.
EXCEPT AS IS DISCLOSED IN WRITING BY SELLERS AND
APPROVED BY ADMINISTRATIVE AGENT IN WRITING, THERE ARE NO ACTIONS, SUITS OR
PROCEEDINGS PENDING OR, TO THE KNOWLEDGE OF THE SELLERS THREATENED, AGAINST OR
AFFECTING THE SELLERS OR THEIR RESPECTIVE PROPERTIES, IN OR BEFORE ANY COURT,
ARBITRATOR OR OTHER BODY, WHICH, INDIVIDUALLY OR IN THE AGGREGATE, IS REASONABLY
LIKELY TO RESULT IN A MATERIAL ADVERSE EFFECT.
(12)
MATERIAL ADVERSE CHANGE.
THERE HAS BEEN NO MATERIAL ADVERSE CHANGE
IN THE BUSINESS, OPERATIONS, FINANCIAL CONDITION, PROPERTIES OR PROSPECTS OF ANY
SELLER OR THEIR AFFILIATES ON A CONSOLIDATED BASIS SINCE THE DATE SET FORTH IN
THE MOST RECENT FINANCIAL STATEMENTS SUPPLIED TO ADMINISTRATIVE AGENT.
(13)
OWNERSHIP.
UPON PAYMENT OF THE PURCHASE PRICE AND THE FILING OF
THE FINANCING STATEMENT AND DELIVERY OF THE MORTGAGE FILES TO THE CUSTODIAN AND
THE CUSTODIAN'S RECEIPT OF THE RELATED REQUEST FOR CERTIFICATION, BUYERS SHALL
BECOME THE SOLE OWNER OF THE PURCHASED MORTGAGE LOANS AND RELATED REPURCHASE
ASSETS, FREE AND CLEAR OF ALL LIENS AND ENCUMBRANCES.
(14)
UNDERWRITING GUIDELINES.
THE UNDERWRITING GUIDELINES PROVIDED TO
ADMINISTRATIVE AGENT ARE THE TRUE AND CORRECT UNDERWRITING GUIDELINES OF THE
SELLERS.
(15)
TAXES. EACH SELLER AND ITS SUBSIDIARIES HAVE FILED ALL FEDERAL
INCOME TAX RETURNS AND ALL OTHER MATERIAL TAX RETURNS THAT ARE REQUIRED TO BE
FILED BY THEM AND HAVE PAID ALL TAXES DUE PURSUANT TO SUCH RETURNS OR PURSUANT
TO
32
ANY ASSESSMENT RECEIVED BY ANY OF THEM, EXCEPT FOR ANY SUCH TAXES AS ARE BEING
APPROPRIATELY CONTESTED IN GOOD FAITH BY APPROPRIATE PROCEEDINGS DILIGENTLY
CONDUCTED AND WITH RESPECT TO WHICH ADEQUATE RESERVES HAVE BEEN PROVIDED.
THE
CHARGES, ACCRUALS AND RESERVES ON THE BOOKS OF EACH SELLER AND ITS SUBSIDIARIES
IN RESPECT OF TAXES AND OTHER GOVERNMENTAL CHARGES ARE, IN THE OPINION OF SUCH
SELLER, ADEQUATE.
(16)
INVESTMENT COMPANY.
NO SELLER NOR ANY OF ITS SUBSIDIARIES IS AN
"INVESTMENT COMPANY", OR A COMPANY "CONTROLLED" BY AN "INVESTMENT COMPANY,"
WITHIN THE MEANING OF THE INVESTMENT COMPANY ACT OF 1940, AS AMENDED.
(17)
CHIEF EXECUTIVE OFFICE; JURISDICTION OR ORGANIZATION. DURING THE
FOUR MONTHS IMMEDIATELY PRECEDING JULY 1, 2001, FMC'S CHIEF EXECUTIVE OFFICE IS,
AND HAS BEEN, LOCATED AT 11000 BROKEN LAND PARKWAY, SUITE 600, COLUMBIA, MD
21044.
ON THE EFFECTIVE DATE, FMC'S JURISDICTION OF ORGANIZATION IS MARYLAND.
FIC'S CHIEF EXECUTIVE OFFICE IS, AND