AGAINST ANY SELLER OR ANY ERISA AFFILIATE TO ENFORCE SECTION 515 OF ERISA, WHICH
PROCEEDING IS NOT DISMISSED WITHIN THIRTY (30) DAYS; AND
(12) THE ADOPTION OF AN AMENDMENT TO ANY PLAN THAT WOULD RESULT IN THE LOSS OF
TAX-EXEMPT STATUS OF THE TRUST OF WHICH SUCH PLAN IS A PART IF THE RELATED
SELLER OR AN ERISA AFFILIATE FAILS TO PROVIDE TIMELY SECURITY TO SUCH PLAN IN
ACCORDANCE WITH THE PROVISIONS OF SECTION 401(A)(29) OF THE CODE OR SECTION 307
OF ERISA.
(13) AS SOON AS REASONABLY POSSIBLE, NOTICE OF ANY OF THE FOLLOWING EVENTS:
(A)
CHANGE IN THE INSURANCE COVERAGE REQUIRED OF ANY SELLER, 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;
53
(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 SECURED PROPERTY HAS BEEN
DAMAGED BY WASTE, FIRE, EARTHQUAKE OR EARTH MOVEMENT, WINDSTORM, 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 ANY SELLER OR ANY SELLER'S
FACILITIES BY ANY GOVERNMENTAL AUTHORITY;
(H)
IMMEDIATELY FOLLOWING NOTICE OR KNOWLEDGE OF ANY CLAIM FOR ANY PURCHASED
MORTGAGE LOAN AGAINST ANY ENVIRONMENTAL POLICY;
(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 REPURCHASE ASSETS; AND
(J)
ANY OTHER EVENT, CIRCUMSTANCE OR CONDITION THAT HAS RESULTED, OR HAS A
REASONABLE POSSIBILITY OF RESULTING, IN A MATERIAL ADVERSE EFFECT WITH RESPECT
TO SELLER.
B.
OFFICER'S CERTIFICATES.
IN CONJUNCTION WITH THE DELIVERY OF EACH OF THE
FINANCIAL STATEMENTS TO BE DELIVERED BY FIC PURSUANT TO SECTION 17(A)(1) AND (2)
ABOVE, FIC SHALL DELIVER TO BUYER A CERTIFICATE OF A RESPONSIBLE OFFICER OF SUCH
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, THE SELLERS ARE 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 BUYER A
COMPLIANCE CERTIFICATE CERTIFYING SELLERS' COMPLIANCE WITH THE COVENANTS IN
SECTION 14(A), (B), (F), (EE) AND (FF) ABOVE AND SETTING FORTH ITS CALCULATION
THEREOF AND IDENTIFYING