PURCHASE PRICE); OR
B)
SELLER EITHER FAILS TO REPURCHASE THE PURCHASED ASSETS ON ANY
REPURCHASE DATE OR FAILS TO PERFORM ITS OBLIGATIONS UNDER SECTION 6; OR
C)
ANY REPRESENTATION, WARRANTY OR CERTIFICATION MADE OR DEEMED MADE
HEREIN OR IN ANY OTHER PROGRAM DOCUMENT BY THE SELLER OR ANY CERTIFICATE
FURNISHED TO THE AGENT OR ANY BUYER PURSUANT TO THE PROVISIONS THEREOF, SHALL
PROVE TO HAVE BEEN FALSE OR MISLEADING IN ANY MATERIAL RESPECT (WHICH FALSITY,
OR THE CAUSE FOR SUCH REPRESENTATION, WARRANTY, CERTIFICATION OR CERTIFICATE
BEING MISLEADING, IF IT IS CAPABLE OF BEING CURED, IS NOT CURED WITHIN TEN
(10) BUSINESS DAYS OF THE EARLIER OF (I) THE RECEIPT OF NOTICE BY THE SELLER AND
(II) ACTUAL KNOWLEDGE OF THE SELLER THEREOF; UNLESS (A) THE SELLER SHALL HAVE
MADE ANY SUCH REPRESENTATIONS AND WARRANTIES WITH KNOWLEDGE THAT THEY WERE
MATERIALLY FALSE OR MISLEADING AT THE TIME MADE OR (B) ANY SUCH REPRESENTATIONS
AND WARRANTIES HAVE BEEN DETERMINED BY THE AGENT IN ITS SOLE DISCRETION TO BE
MATERIALLY FALSE OR MISLEADING ON A REGULAR BASIS AND THAT FALSITY COULD
REASONABLY BE EXPECTED TO RESULT IN A MATERIAL ADVERSE EFFECT) AS OF THE TIME
MADE OR FURNISHED (OTHER THAN THE REPRESENTATIONS AND WARRANTIES SET FORTH IN
APPENDIX A WHICH SHALL BE CONSIDERED SOLELY FOR THE PURPOSE OF DETERMINING THE
PURCHASE PRICE OF THE LOANS); OR
D)
THE SELLER SHALL FAIL TO OBSERVE OR PERFORM ANY COVENANT OR
AGREEMENT (OTHER THAN ANY COVENANT OR AGREEMENT DESCRIBED IN CLAUSES (A) OR
(B) ABOVE) CONTAINED IN THIS AGREEMENT OR ANY OTHER PROGRAM DOCUMENT AND SUCH
FAILURE TO OBSERVE OR PERFORM SHALL CONTINUE UNREMEDIED FOR A PERIOD OF FIVE
(5) BUSINESS DAYS AFTER THE EARLIER OF (I) RECEIPT OF NOTICE BY THE SELLER OR
(II) ACTUAL KNOWLEDGE OF THE SELLER; OR
E)
A FINAL JUDGMENT OR JUDGMENTS FOR THE PAYMENT OF MONEY IN EXCESS
OF $2,000,000 IN THE AGGREGATE (TO THE EXTENT THAT THE SELLER OR ANY OF ITS
SUBSIDIARIES, AS APPLICABLE, IS, IN THE REASONABLE DETERMINATION OF THE AGENT,
UNINSURED WITH RESPECT TO SUCH JUDGMENT OR JUDGMENTS AND PROVIDED THAT ANY
INSURANCE OR OTHER CREDIT POSTED IN CONNECTION WITH AN APPEAL SHALL NOT BE
DEEMED INSURANCE FOR THESE PURPOSES) SHALL BE RENDERED AGAINST THE SELLER OR ANY
OF ITS SUBSIDIARIES BY ONE OR MORE COURTS, ADMINISTRATIVE TRIBUNALS OR OTHER
BODIES HAVING JURISDICTION OVER THEM AND THE SAME SHALL NOT BE DISCHARGED (OR
PROVISION SHALL NOT BE MADE FOR SUCH DISCHARGE) OR BONDED, OR A STAY OF
EXECUTION THEREOF SHALL NOT BE PROCURED, WITHIN SIXTY (60) DAYS FROM THE DATE OF
ENTRY THEREOF AND THE SELLER OR ANY SUCH SUBSIDIARY SHALL NOT, WITHIN SAID
PERIOD OF SIXTY (60) DAYS, OR SUCH LONGER PERIOD DURING WHICH EXECUTION OF THE
SAME SHALL HAVE BEEN STAYED OR BONDED, APPEAL THEREFROM AND CAUSE THE EXECUTION
THEREOF TO BE STAYED DURING SUCH APPEAL; OR
F)
THE SELLER, ANY NET LEASE BORROWER, ANY SUBSIDIARY OF THE SELLER
THAT IS THE ISSUER IN A SECURITIZATION TRANSACTION OR ANY OTHER MATERIAL
SUBSIDIARY OF THE