THIS AGREEMENT.
G.
BREACH OF NON-FINANCIAL REPRESENTATION OR COVENANT.
A BREACH BY ANY SELLER
OF ANY OTHER MATERIAL REPRESENTATION, WARRANTY OR COVENANT SET FORTH IN THIS
AGREEMENT (AND NOT OTHERWISE LISTED IN SECTION 15(F) ABOVE) WHICH BREACH IS NOT
CURED WITHIN FIVE (5) BUSINESS DAYS (OTHER THAN THE REPRESENTATIONS AND
WARRANTIES SET FORTH IN SCHEDULE 1, WHICH SHALL BE CONSIDERED SOLELY FOR THE
PURPOSE OF DETERMINING THE MARKET VALUE AND THE OBLIGATION TO REPURCHASE SUCH
MORTGAGE LOAN UNLESS (I) SUCH SELLER SHALL HAVE MADE ANY SUCH REPRESENTATIONS
AND WARRANTIES WITH KNOWLEDGE THAT THEY WERE MATERIALLY FALSE OR MISLEADING AT
THE TIME MADE OR (II) ANY SUCH REPRESENTATIONS AND WARRANTIES HAVE BEEN
DETERMINED BY BUYER IN ITS SOLE DISCRETION TO BE MATERIALLY FALSE OR MISLEADING
ON A REGULAR BASIS.
H.
CHANGE OF CONTROL.
THE OCCURRENCE OF A CHANGE IN CONTROL.
I.
FAILURE TO TRANSFER.
ANY SELLER FAILS TO TRANSFER THE PURCHASED MORTGAGE
LOANS TO BUYER ON THE APPLICABLE PURCHASE DATE (PROVIDED BUYER HAS TENDERED THE
RELATED PURCHASE PRICE).
J.
JUDGMENT.
A FINAL JUDGMENT OR JUDGMENTS FOR THE PAYMENT OF MONEY IN EXCESS
OF $5,000,000 IN AN INDIVIDUAL AMOUNT OR $25,000,000 IN THE AGGREGATE SHALL BE
RENDERED AGAINST ANY SELLER OR ANY OF ITS AFFILIATES BY ONE OR MORE COURTS,
ADMINISTRATIVE TRIBUNALS OR OTHER BODIES HAVING JURISDICTION AND THE SAME SHALL
NOT BE SATISFIED, DISCHARGED (OR PROVISION SHALL NOT BE MADE FOR SUCH DISCHARGE)
OR BONDED, OR A STAY OF EXECUTION THEREOF SHALL NOT BE PROCURED, WITHIN 30 DAYS
FROM THE DATE OF ENTRY THEREOF.
K.
GOVERNMENT ACTION.
ANY GOVERNMENTAL AUTHORITY OR ANY PERSON, AGENCY OR
ENTITY ACTING OR PURPORTING TO ACT UNDER GOVERNMENTAL AUTHORITY SHALL HAVE TAKEN
ANY ACTION TO CONDEMN, SEIZE OR APPROPRIATE, OR TO ASSUME CUSTODY OR CONTROL OF,
ALL OR ANY SUBSTANTIAL PART OF THE PROPERTY OF ANY SELLER OR ANY AFFILIATE, OR
SHALL HAVE TAKEN ANY ACTION TO DISPLACE THE MANAGEMENT OF SELLER OR ANY
AFFILIATE OR TO CURTAIL ITS AUTHORITY IN THE CONDUCT OF THE BUSINESS OF ANY
SELLER OR ANY AFFILIATE, OR
47
TAKES ANY ACTION IN THE NATURE OF ENFORCEMENT TO REMOVE, LIMIT OR RESTRICT THE
APPROVAL OF ANY SELLER OR AFFILIATE AS AN ISSUER, BUYER OR A SELLER/SERVICER OF
LOANS OR SECURITIES BACKED THEREBY, AND SUCH ACTION PROVIDED FOR IN THIS
SUBPARAGRAPH (L) SHALL NOT HAVE BEEN DISCONTINUED OR STAYED WITHIN 30 DAYS.
L.
INABILITY TO PERFORM.
ANY SELLER SHALL ADMIT ITS INABILITY TO, OR ITS
INTENTION NOT TO, PERFORM ANY OF THE SELLERS' OBLIGATIONS HEREUNDER.
M.
SECURITY INTEREST.
THIS AGREEMENT SHALL FOR ANY REASON CEASE TO CREATE A
VALID, FIRST PRIORITY SECURITY INTEREST IN ANY MATERIAL PORTION OF THE PURCHASED
MORTGAGE LOANS OR REPURCHASE ASSETS PURPORTED TO BE COVERED HEREBY.
N.
FINANCIAL STATEMENTS.
ANY SELLER'S AUDITED ANNUAL FINANCIAL STATEMENTS OR
THE NOTES THERETO OR OTHER OPINIONS OR CONCLUSIONS STATED THEREIN SHALL BE
QUALIFIED OR LIMITED BY REFERENCE TO THE STATUS OF ANY SELLER AS A "GOING
CONCERN" OR A REFERENCE OF SIMILAR IMPORT.
O.
AMENDMENTS.
ANY MATERIAL AMENDMENT IS MADE TO