NOTICE OF ANY OF THE FOLLOWING
EVENTS:
(A)
CHANGE IN THE INSURANCE COVERAGE REQUIRED OF SELLERS, SERVICER OR
ANY OTHER PERSON PURSUANT TO ANY PROGRAM AGREEMENT, WITH A COPY OF EVIDENCE OF
SAME ATTACHED;
(B)
IMMEDIATELY FOLLOWING NOTICE OR KNOWLEDGE OF ANY MATERIAL
LITIGATION AGAINST ANY SELLER;
(C)
ANY MATERIAL DISPUTE, LITIGATION, INVESTIGATION, PROCEEDING OR
SUSPENSION BETWEEN ANY SELLER OR SERVICER, ON THE ONE HAND, AND ANY GOVERNMENTAL
AUTHORITY;
(D)
ANY MATERIAL CHANGE IN ACCOUNTING POLICIES OR FINANCIAL REPORTING
PRACTICES OF ANY SELLER OR SERVICER;
(E)
THE OCCURRENCE OF ANY MATERIAL EMPLOYMENT DISPUTE AND A
DESCRIPTION OF THE STRATEGY FOR RESOLVING IT THAT HAS THE POSSIBILITY OF
RESULTING IN A MATERIAL ADVERSE EFFECT;
(F)
WITH RESPECT TO ANY PURCHASED MORTGAGE LOAN, IMMEDIATELY UPON
RECEIPT OF NOTICE OR KNOWLEDGE THEREOF, THAT THE UNDERLYING MORTGAGED PROPERTY
HAS BEEN DAMAGED BY WASTE, FIRE, EARTHQUAKE OR EARTH MOVEMENT, WINDSTORM,
48
FLOOD, TORNADO OR OTHER CASUALTY, OR OTHERWISE DAMAGED SO AS TO AFFECT ADVERSELY
THE VALUE OF SUCH MORTGAGED LOAN;
(G)
ANY MATERIAL ISSUES RAISED UPON EXAMINATION OF SELLERS OR SELLERS'
FACILITIES BY ANY GOVERNMENTAL AUTHORITY;
(H)
ANY MATERIAL CHANGE IN THE INDEBTEDNESS OF ANY SELLER, INCLUDING,
WITHOUT LIMITATION, ANY MATERIAL DEFAULT, RENEWAL, NON-RENEWAL, TERMINATION,
INCREASE IN AVAILABLE AMOUNT OR DECREASE IN AVAILABLE AMOUNT RELATED THERETO;
(I)
PROMPTLY UPON RECEIPT OF NOTICE OR KNOWLEDGE OF (I) ANY DEFAULT
RELATED TO ANY REPURCHASE ASSET, (II) ANY LIEN OR SECURITY INTEREST (OTHER THAN
SECURITY INTERESTS CREATED HEREBY OR BY THE OTHER PROGRAM AGREEMENTS) ON, OR
CLAIM ASSERTED AGAINST, ANY OF THE PURCHASED MORTGAGE LOANS; AND
(J)
ANY OTHER EVENT, CIRCUMSTANCE OR CONDITION THAT HAS RESULTED, OR
HAS A POSSIBILITY OF RESULTING, IN A MATERIAL ADVERSE EFFECT WITH RESPECT TO ANY
SELLER OR SERVICER.
B.
OFFICER'S CERTIFICATES.
SELLERS WILL FURNISH TO ADMINISTRATIVE
AGENT, AT THE TIME SELLERS FURNISH EACH SET OF FINANCIAL STATEMENTS PURSUANT TO
SECTION 17(A)(1) OR (2) ABOVE, A CERTIFICATE OF A RESPONSIBLE OFFICER OF EACH
SELLER IN THE FORM OF EXHIBIT D HERETO CERTIFYING THAT, AS OF THE DATE OF SUCH
FINANCIAL STATEMENTS AND AS OF THE DATE OF SUCH CERTIFICATES, SUCH SELLER IS IN
COMPLIANCE WITH ALL THE TERMS OF THIS AGREEMENT AND SETTING FORTH THE BASIS FOR
SUCH COMPLIANCE, INCLUDING THE CALCULATION OF EACH FINANCIAL RATIO AND COVENANT
REQUIRED TO BE SATISFIED HEREIN.
C.
COMPLIANCE CERTIFICATE.
FOR EACH MONTH, FIC SHALL DELIVER TO
ADMINISTRATIVE AGENT A COMPLIANCE CERTIFICATE CERTIFYING SELLERS' COMPLIANCE
WITH THE COVENANTS IN SECTION 14(A), (B), (E), (EE) AND (GG) ABOVE AND SETTING
FORTH ITS CALCULATION THEREOF AND IDENTIFYING ALL MORTGAGE LOANS PURCHASED BY
BUYERS AND HELD BY CUSTODIAN PENDING REPURCHASE.
D.
MORTGAGE LOAN REPORTS.
THE SELLERS WILL FURNISH TO
ADMINISTRATIVE AGENT, IN THE FORM OF EXHIBIT O HERETO, MONTHLY ELECTRONIC
MORTGAGE LOAN PERFORMANCE DATA, INCLUDING, WITHOUT LIMITATION, DELINQUENCY
REPORTS, POOL ANALYTIC REPORTS AND STATIC POOL REPORTS (I.E., DELINQUENCY,
FORECLOSURE AND NET CHARGE-OFF REPORTS) AND MONTHLY STRATIFICATION REPORTS
SUMMARIZING THE CHARACTERISTICS OF THE PURCHASED MORTGAGE LOANS.
E.
ASSET TAPE.
SELLERS SHALL PROVIDE TO ADMINISTRATIVE AGENT,
ELECTRONICALLY, IN A FORMAT MUTUALLY