ANY EXCESS PURSUANT TO SECTION
3.5(D)(X) OF THE SALE AND ALLOCATION AGREEMENT.
(C)
IN THE EVENT THIS SERVICING AGREEMENT IS TERMINATED ON A DATE
OTHER THAN THE LAST DAY OF A COLLECTION PERIOD OR A CONTRACT IS DESIGNATED TO BE
NO LONGER OUTSTANDING FOR PURPOSES OF THIS SERVICING AGREEMENT, THEN THE MONTHLY
SERVICING FEE FOR SUCH PERIOD OR WITH RESPECT TO SUCH CONTRACT, AS THE CASE MAY
BE, SHALL BE DETERMINED ON A PRO RATA BASIS.
2.09.
ANNUAL STATEMENT AS TO COMPLIANCE. THE SERVICER SHALL DELIVER TO
THE OWNER TRUSTEE AND THE INDENTURE TRUSTEE, AND THE INDENTURE TRUSTEE SHALL
DELIVER TO THE ISSUER, THE BACK-UP
11
SERVICER, THE INSURER, THE RATING AGENCIES AND ANY PERSONS IDENTIFIED ON A LIST
PROVIDED TO THE SERVICER BY THE ISSUER, AS SUCH LIST MAY BE AMENDED FROM TIME TO
TIME, ON OR BEFORE JULY 31 OF EACH YEAR BEGINNING JULY 31, 2006, AN OFFICER'S
CERTIFICATE, DATED EFFECTIVE AS OF THE PRECEDING APRIL 30, STATING THAT (I) A
REVIEW OF THE ACTIVITIES OF THE SERVICER DURING THE PRECEDING 12-MONTH PERIOD
(OR SUCH SHORTER PERIOD, AS IS APPLICABLE) AND OF ITS PERFORMANCE UNDER THIS
SERVICING AGREEMENT DURING SUCH PERIOD HAS BEEN MADE UNDER SUCH OFFICER'S
SUPERVISION, (II) BASED ON SUCH REVIEW, THE SERVICER HAS FULFILLED ALL ITS
OBLIGATIONS UNDER THIS SERVICING AGREEMENT THROUGHOUT SUCH PERIOD, OR, IF THERE
HAS BEEN A DEFAULT IN THE FULFILLMENT OF ANY SUCH OBLIGATION, SPECIFYING EACH
SUCH DEFAULT KNOWN TO SUCH OFFICER AND THE NATURE AND STATUS THEREOF AND THE
REMEDIES THEREFOR BEING PURSUED; AND (III) TO THE BEST OF SUCH OFFICER'S
KNOWLEDGE, EACH SUBSERVICER, IF ANY, HAS FULFILLED ITS OBLIGATIONS UNDER ITS
SUBSERVICING AGREEMENT IN ALL MATERIAL RESPECTS, OR IF THERE HAS BEEN A MATERIAL
DEFAULT IN THE FULFILLMENT OF SUCH OBLIGATIONS, SPECIFYING SUCH DEFAULT KNOWN TO
SUCH OFFICERS AND THE NATURE AND STATUS THEREOF. THIS SECTION SHALL NOT APPLY TO
THE BACK-UP SERVICER ACTING AS SERVICER.
2.10.
FINANCIAL STATEMENTS; ANNUAL SERVICING REVIEW.
(A)
THE SERVICER, SHALL DELIVER, IN DUPLICATE, TO THE RATING AGENCIES,
THE INSURER, THE BACK-UP SERVICER, THE INDENTURE TRUSTEE AND ANY OTHER PERSONS
IDENTIFIED ON A LIST PROVIDED TO THE SERVICER BY THE ISSUER, AS SUCH LIST MAY BE
AMENDED FROM TIME TO TIME:
(I)
AS SOON AS AVAILABLE, BUT IN NO EVENT LATER THAN 90 DAYS AFTER
THE END OF EACH FISCAL QUARTER OF FIFSGI (COMMENCING WITH THE QUARTER ENDING
JANUARY 31, 2006), AN UNAUDITED CONSOLIDATED BALANCE SHEET AND INCOME STATEMENT
(PREPARED IN ACCORDANCE WITH GENERALLY ACCEPTED ACCOUNTING PRINCIPLES APPLIED ON
A CONSISTENT BASIS, AND SUBJECT TO YEAR END ADJUSTMENTS) FOR FIFSGI COVERING THE
PRECEDING QUARTER, IN EACH CASE CERTIFIED BY THE CHIEF FINANCIAL OFFICER OF
FIFSGI TO BE TRUE, ACCURATE AND COMPLETE COPIES OF SUCH FINANCIAL STATEMENTS;
AND
(II)
ON OR BEFORE 120 DAYS AFTER THE END OF EACH FISCAL YEAR OF FIFSGI
(COMMENCING WITH THE FISCAL YEAR ENDING APRIL 30, 2006) THE CONSOLIDATED
FINANCIAL STATEMENTS OF FIFSGI CONTAINING A REPORT OF A FIRM OF INDEPENDENT
PUBLIC ACCOUNTANTS SELECTED BY FIFSGI TO THE EFFECT