3.5(D)(I) OF
THE SALE AND ALLOCATION AGREEMENT, UP TO THE LIMIT SET FORTH THEREIN, AND 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 INDENTURE TRUSTEE, AND THE INDENTURE TRUSTEE SHALL DELIVER
TO THE ISSUER, THE BACK-UP SERVICER, THE INSURER,
11
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 60 DAYS AFTER THE END OF EACH FISCAL QUARTER OF FIFSGI (COMMENCING
WITH THE QUARTER ENDING JULY 31, 2005), 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 NINETY (90) 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