FOR SUCH QUARTERLY FISCAL PERIODS, SETTING FORTH IN EACH CASE IN COMPARATIVE
FORM THE FIGURES FOR THE PREVIOUS YEAR.
ALL SUCH FINANCIAL STATEMENTS ARE
COMPLETE AND CORRECT AND FAIRLY PRESENT, IN ALL MATERIAL RESPECTS, THE
CONSOLIDATED FINANCIAL CONDITION OF FIC AND ITS SUBSIDIARIES AND THE
CONSOLIDATED RESULTS OF THEIR OPERATIONS AS AT SUCH DATES AND FOR SUCH FISCAL
PERIODS, ALL IN ACCORDANCE WITH GAAP APPLIED ON A CONSISTENT BASIS.
SINCE
DECEMBER 31, 2004, THERE HAS BEEN NO MATERIAL ADVERSE CHANGE IN THE CONSOLIDATED
BUSINESS, OPERATIONS OR FINANCIAL CONDITION OF FIC AND ITS CONSOLIDATED
SUBSIDIARIES TAKEN AS A WHOLE FROM THAT SET FORTH IN SAID FINANCIAL STATEMENTS
NOR IS ANY SELLER AWARE OF ANY STATE OF FACTS WHICH (WITHOUT NOTICE OR THE LAPSE
OF TIME) WOULD OR COULD RESULT IN ANY SUCH MATERIAL ADVERSE CHANGE.
EACH SELLER
HAS, ON THE DATE OF THE STATEMENTS DELIVERED PURSUANT TO THIS SECTION (THE
"STATEMENT DATE") NO KNOWLEDGE OF ANY LIABILITIES, DIRECT OR INDIRECT, FIXED OR
CONTINGENT, MATURED OR UNMATURED, OR LIABILITIES FOR TAXES, LONG-TERM LEASES OR
UNUSUAL FORWARD OR LONG-TERM COMMITMENTS NOT DISCLOSED BY, OR RESERVED AGAINST
IN, SAID BALANCE SHEET AND RELATED STATEMENTS, AND AT THE PRESENT TIME THERE ARE
NO MATERIAL UNREALIZED OR ANTICIPATED LOSSES FROM ANY LOANS, ADVANCES OR OTHER
COMMITMENTS OF SUCH SELLER EXCEPT AS HERETOFORE DISCLOSED TO ADMINISTRATIVE
AGENT IN WRITING.
(6)
EVENT OF DEFAULT.
THERE EXISTS NO EVENT OF DEFAULT.
(7)
SOLVENCY.
EACH SELLER IS SOLVENT AND WILL NOT BE RENDERED
INSOLVENT BY ANY TRANSACTION AND, AFTER GIVING EFFECT TO SUCH TRANSACTION, WILL
NOT BE LEFT WITH AN UNREASONABLY SMALL AMOUNT OF CAPITAL WITH WHICH TO ENGAGE IN
ITS BUSINESS.
NEITHER SELLER INTENDS TO INCUR, NOR DOES IT BELIEVE THAT IT HAS
INCURRED, DEBTS BEYOND ITS ABILITY TO PAY SUCH DEBTS AS THEY MATURE AND IS NOT
CONTEMPLATING THE COMMENCEMENT OF INSOLVENCY, BANKRUPTCY, LIQUIDATION OR
CONSOLIDATION PROCEEDINGS OR THE APPOINTMENT OF A RECEIVER, LIQUIDATOR,
CONSERVATOR, TRUSTEE OR SIMILAR OFFICIAL IN RESPECT OF SUCH ENTITY OR ANY OF ITS
ASSETS.
SELLERS ARE NOT TRANSFERRING ANY PURCHASED MORTGAGE LOANS WITH ANY
INTENT TO HINDER, DELAY OR DEFRAUD ANY OF THEIR RESPECTIVE CREDITORS.
(8)
NO CONFLICTS.
THE EXECUTION, DELIVERY AND PERFORMANCE BY EACH
SELLER AND SERVICER OF THIS AGREEMENT, ANY TRANSACTION REQUEST OR PURCHASE
CONFIRMATION HEREUNDER AND THE PROGRAM AGREEMENTS DO NOT CONFLICT WITH ANY TERM
OR PROVISION OF THE CERTIFICATE OF INCORPORATION OR BY-LAWS OF SUCH SELLER OR
ANY LAW, RULE, REGULATION, ORDER, JUDGMENT, WRIT, INJUNCTION OR DECREE
APPLICABLE TO
31
ANY SELLER OF ANY COURT, REGULATORY BODY, ADMINISTRATIVE AGENCY OR GOVERNMENTAL
BODY HAVING JURISDICTION OVER ANY SELLER, WHICH CONFLICT WOULD HAVE A MATERIAL
ADVERSE EFFECT AND WILL NOT RESULT IN ANY VIOLATION OF ANY SUCH MORTGAGE,
INSTRUMENT, AGREEMENT OR OBLIGATION TO WHICH ANY SELLER IS A PARTY.
(9)
TRUE AND COMPLETE DISCLOSURE.
ALL INFORMATION, REPORTS, EXHIBITS,
SCHEDULES, FINANCIAL STATEMENTS OR CERTIFICATES OF ANY SELLER OR SERVICER OR ANY
AFFILIATE THEREOF OR ANY OF THEIR OFFICERS FURNISHED OR TO BE FURNISHED TO
ADMINISTRATIVE AGENT IN CONNECTION WITH THE INITIAL