OF ORGANIZATION.
DURING THE FOUR
MONTHS IMMEDIATELY PRECEDING JULY 1, 2001, FMC'S CHIEF EXECUTIVE OFFICE IS, AND
HAS BEEN, LOCATED AT 11000 BROKEN LAND PARKWAY, SUITE 600, COLUMBIA, MD 21044.
ON THE EFFECTIVE DATE, FMC'S JURISDICTION OF ORGANIZATION IS MARYLAND.
FIC'S
CHIEF EXECUTIVE OFFICE IS, AND HAS BEEN, LOCATED AT 11000 BROKEN LAND PARKWAY,
SUITE 600, COLUMBIA, MD 21044.
ON THE EFFECTIVE DATE, FIC'S JURISDICTION OF
ORGANIZATION IS MARYLAND.
THE SELLERS SHALL PROVIDE BUYER WITH THIRTY DAYS
ADVANCE NOTICE OF ANY CHANGE IN ANY SELLER'S CHIEF EXECUTIVE OFFICE OR
JURISDICTION.
DURING THE PRECEDING FIVE YEARS, NEITHER SELLER
37
(A) HAS BEEN KNOWN BY OR DONE BUSINESS UNDER ANY OTHER NAME, CORPORATE OR
FICTITIOUS, EXCEPT WITH RESPECT TO FMC, SINCE JANUARY 1, 2000 UNDER THE NAME
BROAD STREET MORTGAGE COMPANY AND (B) HAS FILED OR HAD FILED AGAINST IT ANY
BANKRUPTCY RECEIVERSHIP OR SIMILAR PETITIONS NOR HAS IT MADE ANY ASSIGNMENTS FOR
THE BENEFIT OF CREDITORS.
(18) LOCATION OF BOOKS AND RECORDS.
THE LOCATION WHERE THE SELLERS KEEP THEIR
BOOKS AND RECORDS, INCLUDING ALL COMPUTER TAPES AND RECORDS RELATING TO THE
REPURCHASE ASSETS ARE THEIR RESPECTIVE CHIEF EXECUTIVE OFFICE.
(19) MINIMUM CONSOLIDATED ADJUSTED TANGIBLE NET WORTH.
ON THE EFFECTIVE DATE,
THE SELLERS' CONSOLIDATED ADJUSTED TANGIBLE NET WORTH IS NOT LESS THAN $400
MILLION.
(20) ERISA.
EACH PLAN TO WHICH A SELLER OR ITS SUBSIDIARIES MAKE DIRECT
CONTRIBUTIONS, AND, TO THE KNOWLEDGE OF THE SELLERS, EACH OTHER PLAN AND EACH
MULTIEMPLOYER PLAN, IS IN COMPLIANCE IN ALL MATERIAL RESPECTS WITH, AND HAS BEEN
ADMINISTERED IN ALL MATERIAL RESPECTS IN COMPLIANCE WITH, THE APPLICABLE
PROVISIONS OF ERISA, THE CODE AND ANY OTHER FEDERAL OR STATE LAW.
(21) ADVERSE SELECTION.
NEITHER SELLER HAS SELECTED THE PURCHASED MORTGAGE
LOANS IN A MANNER SO AS TO ADVERSELY AFFECT BUYER'S INTERESTS.
(22) AGREEMENTS.
NEITHER THE SELLERS NOR ANY SUBSIDIARY OF THE SELLERS IS A
PARTY TO ANY AGREEMENT, INSTRUMENT, OR INDENTURE OR SUBJECT TO ANY RESTRICTION
MATERIALLY AND ADVERSELY AFFECTING ITS BUSINESS, OPERATIONS, ASSETS OR FINANCIAL
CONDITION, EXCEPT AS DISCLOSED IN THE FINANCIAL STATEMENTS DESCRIBED IN
SECTION 13(A)(5) HEREOF.
NEITHER THE SELLERS NOR ANY SUBSIDIARY OF THE SELLERS
IS IN DEFAULT IN THE PERFORMANCE, OBSERVANCE OR FULFILLMENT OF ANY OF THE
OBLIGATIONS, COVENANTS OR CONDITIONS CONTAINED IN ANY AGREEMENT, INSTRUMENT, OR
INDENTURE WHICH DEFAULT COULD HAVE A MATERIAL ADVERSE EFFECT.
NO HOLDER OF ANY
INDEBTEDNESS IN EXCESS OF $5,000,000 OF THE SELLERS OR OF ANY OF THEIR
SUBSIDIARIES HAS GIVEN NOTICE OF ANY ASSERTED DEFAULT THEREUNDER.
(23) OTHER CREDIT FACILITIES.
EACH SELLER HEREBY REPRESENTS AND WARRANTS THAT
ALL CREDIT FACILITIES OF THE SELLERS (OTHER THAN STRUCTURED SECURITIES DEBT)
WHICH ARE PRESENTLY IN EFFECT ARE LISTED ON EXHIBIT K (THE "EXISTING CREDIT
FACILITIES") HERETO.
(24) AGENCY APPROVALS.
WITH RESPECT TO EACH AGENCY SECURITY AND TO THE EXTENT
NECESSARY, FMC IS AN FHA APPROVED MORTGAGEE AND A VA APPROVED LENDER.
FMC IS
ALSO APPROVED BY FANNIE MAE AS AN APPROVED LENDER AND FREDDIE MAC AS AN APPROVED
SELLER/SERVICER, AND, TO THE EXTENT NECESSARY, APPROVED BY THE SECRETARY OF