FAILS TO TRANSFER PURCHASED
SECURITIES UPON THE APPLICABLE REPURCHASE DATE;
(II)
SELLER OR BUYER FAILS TO COMPLY WITH SECTION 4 HEREOF;
(III)
AN ACT OF INSOLVENCY OCCURS WITH RESPECT TO SELLER OR SPONSOR;
(IV)
SELLER SHALL ADMIT TO BUYER ITS INABILITY TO, OR ITS INTENTION NOT
TO, PERFORM ANY OF ITS OBLIGATIONS HEREUNDER;
(V)
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 SECURITIES, 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 SECURITIES;
(VI)
IN THE EVENT THAT THE BUYER OR ANY OF ITS AFFILIATES IS A PARTY TO
AN ISDA MASTER AGREEMENT WITH SELLER AND AN EVENT OCCURS WHICH WOULD CONSTITUTE
AN EVENT OF DEFAULT, A TERMINATION EVENT OR AN ADDITIONAL TERMINATION EVENT
UNDER ANY TRANSACTION BETWEEN SELLER AND THE BUYER OR ANY OF ITS AFFILIATES,
REGARDLESS OF WHETHER SUCH TRANSACTION IS IN EFFECT ON THE DATE OF SUCH
OCCURRENCE (CAPITALIZED TERMS USED IN THIS PARAGRAPH (VI) SHALL HAVE THE
RESPECTIVE MEANINGS ASCRIBED TO THEM IN THE ISDA MASTER AGREEMENT (INCLUDING
RESPECTIVE SCHEDULES AND CONFIRMATIONS) BETWEEN SELLER AND THE BUYER AND/OR ANY
OF ITS AFFILIATES);
(VII)
FAILURE OF THE BUYER TO RECEIVE ON ANY REMITTANCE DATE THE
ACCRETED VALUE OF THE PRICE DIFFERENTIAL (LESS ANY AMOUNT OF SUCH PRICE
DIFFERENTIAL PREVIOUSLY PAID BY SELLER TO BUYER);
33
(VIII)
FAILURE OF THE SELLER TO MAKE ANY OTHER PAYMENT OWING TO THE 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 PARAGRAPH 4) OR FIVE BUSINESS DAYS (IN THE
CASE OF ANY OTHER SUCH FAILURE);
(IX)
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 SELLER, WHICH SUSPENSION HAS A MATERIAL
ADVERSE EFFECT ON THE FINANCIAL CONDITION OR BUSINESS OPERATIONS OF SELLER;
(X)
ANY REPRESENTATION MADE BY SELLER SHALL HAVE BEEN INCORRECT OR
UNTRUE IN ANY MATERIAL RESPECT WHEN MADE OR REPEATED OR DEEMED TO HAVE BEEN MADE
OR REPEATED (OTHER THAN THE REPRESENTATIONS AND WARRANTIES SET FORTH IN SECTION
10(B)(VIII) [REPRESENTATIONS IN SECURITIZATION DOCUMENTS] OR (XIX) [FULL AND
ACCURATE DISCLOSURE] OR (XX) [FINANCIAL INFORMATION] (IN THE CASE OF (XX), WITH
RESPECT TO THE AFFECTED PURCHASED SECURITIES ONLY) MADE BY THE SELLER, WHICH
SHALL NOT BE CONSIDERED AN EVENT OF DEFAULT UNLESS INCORRECT OR UNTRUE IN ANY
MATERIAL RESPECT, AND SELLER DOES NOT WITHIN THREE (3) BUSINESS DAYS AFTER
RECEIVING NOTICE OF SUCH INCORRECT OR UNTRUE REPRESENTATION OR WARRANTY
TERMINATE THE RELATED TRANSACTION, AS APPLICABLE, AND REPURCHASE THE RELATED
PURCHASED SECURITIES ON AN EARLY REPURCHASE DATE (UNLESS THE SELLER SHALL HAVE
MADE ANY SUCH REPRESENTATION WITH