VARIOUS MEDIUMS
INCLUDING, BUT NOT LIMITED TO, THE OFAC WEBSITE,
); (III) WHO COMMITS, THREATENS TO COMMIT OR
SUPPORTS "TERRORISM", AS THAT TERM IS DEFINED IN EO13224; OR (IV) WHO IS
OTHERWISE AFFILIATED WITH ANY ENTITY OR PERSON LISTED ABOVE (ANY AND ALL PARTIES
OR PERSONS DESCRIBED IN CLAUSES (I) THROUGH (IV) ABOVE ARE HEREIN REFERRED TO AS
A "PROHIBITED PERSON").
(29)
USE OF PROCEEDS.
NO PROCEEDS OF ANY TRANSACTION WILL BE USED BY
ANY SELLER IN ANY WAY WHICH WOULD VIOLATE REGULATION T, U OR X OF THE BOARD OF
GOVERNORS OF THE FEDERAL RESERVE SYSTEM.
B.
WITH RESPECT TO EVERY PURCHASED MORTGAGE LOAN, EACH SELLER
REPRESENTS AND WARRANTS TO BUYER AND ADMINISTRATIVE AGENT AS OF THE APPLICABLE
PURCHASE DATE FOR ANY TRANSACTION AND EACH DATE THEREAFTER THAT EACH
REPRESENTATION AND WARRANTY SET FORTH ON SCHEDULE 1 IS TRUE AND CORRECT.
C.
THE REPRESENTATIONS AND WARRANTIES SET FORTH IN THIS AGREEMENT
SHALL SURVIVE TRANSFER OF THE PURCHASED MORTGAGE LOANS TO BUYERS AND SHALL
CONTINUE FOR SO LONG AS THE PURCHASED MORTGAGE LOANS ARE SUBJECT TO THIS
AGREEMENT.
UPON DISCOVERY BY SELLERS, SERVICER, ADMINISTRATIVE AGENT OR BUYERS
OF ANY MATERIAL BREACH OF ANY OF THE REPRESENTATIONS OR WARRANTIES SET FORTH IN
THIS AGREEMENT, THE PARTY DISCOVERING SUCH BREACH SHALL PROMPTLY GIVE NOTICE OF
SUCH DISCOVERY TO THE OTHERS.
SUBJECT TO ADMINISTRATIVE AGENT'S RIGHT TO
DETERMINE THE MARKET VALUE OF THE PURCHASED MORTGAGE LOANS, THE SELLERS SHALL
HAVE UP TO FIVE (5) BUSINESS DAYS TO VERIFY ANY ALLEGED BREACH OF REPRESENTATION
OR WARRANTY FOR ANY PURCHASED MORTGAGE LOAN.
ADMINISTRATIVE AGENT HAS THE RIGHT
TO REQUIRE, IN ITS UNREVIEWABLE DISCRETION, SELLERS TO REPURCHASE WITHIN 1
BUSINESS DAY AFTER RECEIPT OF NOTICE FROM ADMINISTRATIVE AGENT ANY PURCHASED
MORTGAGE LOAN FOR WHICH A
35
BREACH OF ONE OR MORE OF THE REPRESENTATIONS AND WARRANTIES REFERENCED IN
SECTION 13(B) EXISTS AND WHICH BREACH HAS A MATERIAL ADVERSE EFFECT ON THE VALUE
OF SUCH MORTGAGE LOAN OR THE INTERESTS OF BUYERS.
14.
COVENANTS
EACH SELLER COVENANTS WITH EACH BUYER AND ADMINISTRATIVE AGENT THAT, DURING THE
TERM OF THIS FACILITY:
A.
MINIMUM CONSOLIDATED ADJUSTED TANGIBLE NET WORTH.
THE SELLERS
SHALL MAINTAIN A CONSOLIDATED ADJUSTED TANGIBLE NET WORTH OF AT LEAST
$400 MILLION.
B.
INDEBTEDNESS TO CONSOLIDATED ADJUSTED TANGIBLE NET WORTH RATIO.
THE SELLERS' (I) COMBINED RATIO OF CONSOLIDATED INDEBTEDNESS TO CONSOLIDATED
ADJUSTED TANGIBLE NET WORTH SHALL NOT EXCEED 16:1 AND (II) COMBINED RATIO OF
CONSOLIDATED INDEBTEDNESS (NET OF NON-RECOURSE INDEBTEDNESS) TO CONSOLIDATED
ADJUSTED TANGIBLE NET WORTH SHALL NOT EXCEED 10:1.
C.
LITIGATION. THE SELLERS WILL PROMPTLY, AND IN ANY EVENT WITHIN
TEN (10) DAYS AFTER SERVICE OF PROCESS ON ANY OF THE FOLLOWING, GIVE TO
ADMINISTRATIVE AGENT NOTICE OF ALL ACTIONS, SUITS OR PROCEEDINGS PENDING OR, TO
THE KNOWLEDGE OF THE SELLERS THREATENED, AGAINST OR AFFECTING THE SELLERS OR
THEIR RESPECTIVE PROPERTIES, IN OR BEFORE ANY COURT, ARBITRATOR OR OTHER BODY,
WHICH, INDIVIDUALLY OR IN THE AGGREGATE, IS REASONABLY LIKELY TO RESULT IN A
MATERIAL ADVERSE EFFECT.
D.
PROHIBITION OF FUNDAMENTAL CHANGES.
NO SELLER SHALL ENTER