OF AN EVENT OF DEFAULT OR DEFAULT IF
SUCH ACTION IS TAKEN OR CONDITION EXISTS.
ARTICLE X
EVENTS OF DEFAULT; REMEDIES
SECTION 10.01
EVENTS OF DEFAULT.
IF ANY OF THE
FOLLOWING EVENTS (EACH, AN "EVENT OF DEFAULT") OCCUR, EACH SELLER AND THE AGENT
SHALL HAVE THE RIGHTS SET FORTH IN SECTION 10.02, AS APPLICABLE:
(A)
ANY SELLER SHALL DEFAULT IN THE PAYMENT OF
ANY REPURCHASE PRICE DUE OR ANY AMOUNT UNDER SECTION 5.01 WHEN DUE (WHETHER AT
STATED MATURITY, UPON ACCELERATION OR AT MANDATORY OR OPTIONAL PREPAYMENT); OR
(B)
THE SELLERS SHALL FAIL TO CURE ANY MARGIN
DEFICIT IN ACCORDANCE WITH SECTION 4.01; OR
(C)
ANY SELLER SHALL DEFAULT IN THE PAYMENT OF
ANY OTHER AMOUNT PAYABLE BY IT HEREUNDER OR UNDER ANY OTHER REPURCHASE DOCUMENT
AFTER WRITTEN NOTIFICATION BY BUYER OF SUCH DEFAULT, AND SUCH DEFAULT SHALL HAVE
CONTINUED UNREMEDIED FOR FIVE (5) BUSINESS DAYS; OR
(D)
ANY REPRESENTATION, WARRANTY OR
CERTIFICATION MADE OR DEEMED MADE HEREIN OR IN ANY OTHER REPURCHASE DOCUMENT BY
ANY SELLER OR ANY CERTIFICATE FURNISHED TO THE AGENT PURSUANT TO THE PROVISIONS
HEREOF OR THEREOF OR ANY MATERIAL INFORMATION WITH RESPECT TO THE MORTGAGE
ASSETS FURNISHED IN WRITING BY ON BEHALF OF ANY SELLER SHALL PROVE TO HAVE BEEN
FALSE OR MISLEADING IN ANY MATERIAL RESPECT AS OF THE TIME MADE OR FURNISHED
(OTHER THAN THE REPRESENTATIONS AND WARRANTIES SET FORTH IN SCHEDULE 1, WHICH
SHALL BE CONSIDERED SOLELY FOR THE PURPOSE OF DETERMINING THE ASSET VALUE OF THE
PURCHASED ASSETS, UNLESS (I) THE SELLER SHALL HAVE MADE ANY SUCH REPRESENTATIONS
AND WARRANTIES WITH ACTUAL KNOWLEDGE THAT THEY WERE MATERIALLY FALSE OR
MISLEADING AT THE TIME MADE; OR (II) ANY SUCH REPRESENTATIONS AND WARRANTIES
HAVE BEEN DETERMINED IN GOOD FAITH BY THE AGENT IN ITS SOLE DISCRETION TO BE
MATERIALLY FALSE OR MISLEADING ON A REGULAR BASIS); OR
(E)
ANY SELLER SHALL FAIL TO COMPLY WITH THE
REQUIREMENTS OF SECTIONS 9.01(C) - (II), OR (EXCEPT AS OTHERWISE SET FORTH IN
SECTIONS 10.01(A), 10.01(B), 10.01(C), OR 10.01(D)) ANY SELLER SHALL FAIL TO
OBSERVE OR PERFORM ANY OTHER COVENANT OR AGREEMENT CONTAINED IN THIS AGREEMENT
OR ANY OTHER REPURCHASE DOCUMENT AND SUCH FAILURE TO OBSERVE OR PERFORM SHALL
CONTINUE UNREMEDIED FOR A PERIOD OF TEN (10) BUSINESS DAYS AFTER ACTUAL
KNOWLEDGE BY THE SELLER OR RECEIPT OF WRITTEN NOTICE FROM THE AGENT; PROVIDED,
HOWEVER THAT TO THE EXTENT SUCH FAILURE TO OBSERVE OR PERFORM RELATES TO THE
SELLER'S FAILURE TO DELIVER REPORTS REQUIRED UNDER SECTION 9.01(A)(III) OR
SECTION 9.01(B)(V)(2) AND NEITHER THE SELLER NOR ITS AFFILIATES HAVE RECEIVED
SUCH REPORTS, AND THE SELLER HAS USED COMMERCIALLY REASONABLE BEST EFFORTS TO
OBTAIN SUCH REPORTS AS AND WHEN REQUIRED HEREUNDER, SUCH FAILURE SHALL NOT BE
DEEMED TO BE AN EVENT OF DEFAULT UNLESS
70
SUCH FAILURE SHALL HAVE BEEN ON A CONSISTENT OR FREQUENT BASIS (WHICH
DETERMINATION SHALL BE MADE IN THE AGENT'S REASONABLE DISCRETION); OR
(F)
A FINAL JUDGMENT OR JUDGMENTS FOR THE
PAYMENT OF MONEY IN EXCESS OF $1,000,000 IN THE AGGREGATE SHALL BE RENDERED