LESS THAN TEN (10) BUSINESS DAYS
PRIOR TO TAKING ANY SUCH ACTION AND SHALL REASONABLY PROVIDE BUYER WITH ANY
DOCUMENTATION REQUIRED FOR SUCH PURCHASED LOAN TO BE MODIFIED OR EXTENDED AFTER
ANY SUCH ACTION HAS BEEN TAKEN.
(R)
SELLER SHALL PAY ALL REASONABLE AND ACTUALLY INCURRED EXPENSES
(INCLUDING THE REASONABLE FEES AND EXPENSES OF COUNSEL TO BUYER) OF BUYER IN
CONNECTION WITH THE NEGOTIATION AND DOCUMENTATION OF THIS AGREEMENT.
(S)
SELLER SHALL BE SOLELY RESPONSIBLE FOR THE FEES AND EXPENSES OF
CUSTODIAN.
12.
[RESERVED]
13.
EVENTS OF DEFAULT
Each of the following shall constitute an "Event of Default" under this
Agreement:
(I)
EITHER (A) THE TRANSACTION DOCUMENTS SHALL FOR ANY REASON NOT
CAUSE, OR SHALL CEASE TO CAUSE, BUYER TO BE THE OWNER FREE OF ANY ADVERSE CLAIM
OF ANY OF THE PURCHASED LOANS, OR (B) IF A TRANSACTION IS RECHARACTERIZED AS A
SECURED FINANCING, THE TRANSACTION DOCUMENTS WITH RESPECT TO ANY TRANSACTION
SHALL FOR ANY REASON CEASE TO CREATE A VALID FIRST PRIORITY SECURITY INTEREST IN
FAVOR OF BUYER IN ANY OF THE PURCHASED LOANS;
(II)
IN THE EVENT THAT BUYER OR ANY OF ITS AFFILIATES IS A PARTY TO
ANY HEDGING TRANSACTION AND A DEFAULT OR BREACH OCCURS THEREUNDER ON THE PART OF
SELLER OR ANY OF ITS SUBSIDIARIES WHICH RESULTS IN THE EARLY TERMINATION OF SUCH
HEDGING TRANSACTION OR OTHERWISE IS NOT CURED WITHIN THE CURE PERIOD FOR SUCH
38
DEFAULT OR BREACH PROVIDED UNDER THE TERMS AND CONDITIONS OF SUCH HEDGING
TRANSACTION;
(III)
FAILURE OF BUYER TO RECEIVE NO LATER THAN ONE (1) BUSINESS DAY
FOLLOWING ANY REMITTANCE DATE THE ACCRUED, BUT UNPAID PRICE DIFFERENTIAL (LESS
ANY AMOUNT OF SUCH PRICE DIFFERENTIAL PREVIOUSLY PAID BY SELLER TO BUYER)
(INCLUDING, WITHOUT LIMITATION, IN THE EVENT THE INCOME PAID OR DISTRIBUTED ON
OR IN RESPECT OF THE PURCHASED LOANS IS INSUFFICIENT TO MAKE SUCH PAYMENT AND
SELLER DOES NOT MAKE SUCH PAYMENT OR CAUSE SUCH PAYMENT TO BE MADE);
(IV)
FAILURE OF BUYER TO RECEIVE THE REPURCHASE PRICE FOR ANY PURCHASED
LOANS ON THE DATE THE SAME IS DUE UNDER THIS AGREEMENT (WHETHER ON THE
REPURCHASE DATE, EARLY REPURCHASE DATE OR OTHERWISE AS PROVIDED HEREIN);
(V)
FAILURE OF A SELLER TO MAKE ANY OTHER PAYMENT (I.E., A PAYMENT OF
A TYPE NOT SPECIFIED IN ANY OTHER CLAUSE OF THIS SECTION 13) OWING TO BUYER
WHICH HAS BECOME DUE, WHETHER BY ACCELERATION OR OTHERWISE UNDER THE TERMS OF
THIS AGREEMENT WHICH FAILURE IS NOT REMEDIED WITHIN THE APPLICABLE PERIOD IN THE
CASE OF A FAILURE PURSUANT TO SECTION 3 OR THREE BUSINESS DAYS IN THE CASE OF
ANY OTHER SUCH FAILURE;
(VI)
ANY GOVERNMENTAL, REGULATORY, OR SELF-REGULATORY AUTHORITY SHALL
HAVE TAKEN ANY ACTION TO REMOVE, LIMIT, RESTRICT, SUSPEND OR TERMINATE THE
RIGHTS, PRIVILEGES, OR OPERATIONS OF A SELLER, WHICH SUSPENSION HAS A MATERIAL
ADVERSE EFFECT ON THE FINANCIAL CONDITION OR BUSINESS OPERATIONS OF A SELLER,
TAKEN AS A WHOLE;
(VII)
BUYER SHALL HAVE DETERMINED, IN THE EXERCISE OF ITS GOOD FAITH
BUSINESS JUDGMENT, (A) THAT THERE HAS BEEN