THE ISSUANCE OF THE AGENCY SECURITY, INCLUDING, WITHOUT
LIMITATION, A CHANGE IN INSURANCE COVERAGE WHICH WOULD EITHER MAKE FMC UNABLE TO
COMPLY WITH THE ELIGIBILITY REQUIREMENTS FOR MAINTAINING ALL SUCH APPLICABLE
APPROVALS OR REQUIRE NOTIFICATION TO THE RELEVANT AGENCY OR TO THE DEPARTMENT OF
HOUSING AND URBAN DEVELOPMENT, FHA OR VA.
SHOULD FMC FOR ANY REASON CEASE TO
POSSESS ALL SUCH APPLICABLE APPROVALS, OR SHOULD NOTIFICATION TO THE RELEVANT
AGENCY OR TO THE DEPARTMENT OF HOUSING AND URBAN DEVELOPMENT, FHA OR VA BE
REQUIRED, FMC SHALL SO NOTIFY BUYER IMMEDIATELY IN WRITING.
FMC HAS ADEQUATE
FINANCIAL STANDING, SERVICING FACILITIES, PROCEDURES AND EXPERIENCED PERSONNEL
NECESSARY FOR 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.
(25)
NO RELIANCE.
EACH SELLER HAS MADE ITS OWN INDEPENDENT DECISIONS TO
ENTER INTO THE PROGRAM AGREEMENTS AND EACH TRANSACTION AND AS TO WHETHER SUCH
TRANSACTION IS APPROPRIATE AND PROPER FOR IT BASED UPON ITS OWN JUDGMENT AND
UPON ADVICE FROM SUCH ADVISORS (INCLUDING WITHOUT LIMITATION, LEGAL COUNSEL AND
ACCOUNTANTS) AS IT HAS DEEMED NECESSARY.
NEITHER SELLER IS RELYING UPON ANY
ADVICE FROM BUYER OR ADMINISTRATIVE AGENT AS TO ANY ASPECT OF THE TRANSACTIONS,
INCLUDING WITHOUT LIMITATION, THE LEGAL, ACCOUNTING OR TAX TREATMENT OF SUCH
TRANSACTIONS.
(26)
PLAN ASSETS. NEITHER SELLER IS 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 THE PURCHASED MORTGAGE LOANS ARE NOT "PLAN ASSETS" WITHIN THE
MEANING OF 29 CFR §2510.3-101 IN ANY SELLER'S HANDS.
34
(27)
REAL ESTATE INVESTMENT TRUST.
FIC HAS NOT 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 FIC TO CARRY ON ITS BUSINESS SUBSTANTIALLY AS NOW
CONDUCTED, OR IN ANY MATERIAL LIABILITY ON THE PART OF FIC.
FIC FOR ITS CURRENT
"TAX YEAR" (AS DEFINED IN THE CODE) IS ENTITLED TO A DIVIDENDS PAID DEDUCTION,
AS DESCRIBED IN SECTION 857(B)(2)B) OF THE CODE, WITH RESPECT TO APPLICABLE
DIVIDENDS PAID OR DEEMED PAID BY IT WITH RESPECT TO EACH TAX YEAR FOR WHICH IT
CLAIMS SUCH A DEDUCTION IN ITS FORM 1120-REIT FILED WITH THE UNITED STATES
INTERNAL REVENUE SERVICE.
(28)
NO PROHIBITED PERSONS. NEITHER SELLER NOR ANY OF THEIR AFFILIATES,
OFFICERS, DIRECTORS, PARTNERS OR MEMBERS, IS AN ENTITY OR PERSON (OR TO ANY
SELLER'S KNOWLEDGE, OWNED OR CONTROLLED BY AN ENTITY OR PERSON): (I) THAT IS
LISTED IN THE ANNEX TO, OR IS OTHERWISE SUBJECT TO THE PROVISIONS OF EXECUTIVE
ORDER 13224 ISSUED ON SEPTEMBER 24, 2001 ("EO13224"); (II) WHOSE NAME APPEARS ON
THE UNITED STATES TREASURY DEPARTMENT'S OFFICE OF FOREIGN ASSETS CONTROL
("OFAC") MOST CURRENT LIST OF "SPECIFICALLY DESIGNATED NATIONAL AND BLOCKED
PERSONS" (WHICH LIST MAY BE PUBLISHED FROM TIME TO TIME IN