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 THE ISSUANCE OF THE AGENCY
38
SECURITY OR THE CONSUMMATION OF THE TAKE-OUT COMMITMENT, AS THE CASE MAY BE,
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.
THE SELLERS ARE NOT RELYING UPON ANY
ADVICE FROM BUYER AS TO ANY ASPECT OF THE TRANSACTIONS, INCLUDING WITHOUT
LIMITATION, THE LEGAL, ACCOUNTING OR TAX TREATMENT OF SUCH TRANSACTIONS.
(26) PLAN ASSETS.
NO 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 THE SELLERS' HANDS.
(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 SELLER TO CARRY ON ITS BUSINESS SUBSTANTIALLY AS NOW CONDUCTED, OR
IN ANY MATERIAL LIABILITY ON THE PART OF SELLER.
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 EITHER
SELLER'S KNOWLEDGE, OWNED OR CONTROLLED BY AN ENTITY OR PERSON):
(I) THAT IS
LISTED IN THE ANNEX TO,