SECURITIES OF ANY ONE ISSUER (OTHER THAN GOVERNMENT SECURITIES,
SECURITIES OF TAXABLE REIT SUBSIDIARIES, AND SECURITIES OF A QUALIFIED REIT
SUBSIDIARY WITHIN THE MEANING OF SECTION 856(I) OF THE CODE) OR (2) SUCH OTHER
REQUIREMENTS AS SET FORTH IN THE CODE FROM TIME TO TIME.
SECTION 13.02
TERMINATION EVENT.
(A)
IF THE FOLLOWING EVENT (A "TERMINATION
EVENT") OCCURS, THE BUYER SHALL HAVE THE RIGHTS SET FORTH IN SECTION 13.02(B):
(I)
THE SENIOR DEBT OBLIGATIONS OR
SHORT-TERM DEBT OBLIGATIONS OF MERRILL LYNCH & CO., INC. SHALL BE RATED BELOW
THE FOUR HIGHEST GENERIC GRADES (WITHOUT REGARD TO ANY PLUSES AND MINUSES
REFLECTING GRADATIONS WITHIN SUCH GENERIC GRADES) BY ANY NATIONALLY RECOGNIZED
STATISTICAL RATING ORGANIZATION; OR
(II)
A CHANGE OF CONTROL OF EITHER SELLER SHALL
HAVE OCCURRED; OR
(III)
DOUG NAIDUS SHALL CEASE TO BE IN A SENIOR
MANAGEMENT POSITION OF MORTGAGEIT, AND A REPLACEMENT ACCEPTABLE TO THE BUYER IN
ITS SOLE DISCRETION HAS NOT BEEN SECURED WITHIN 180 DAYS.
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(B)
UPON THE OCCURRENCE OF A TERMINATION EVENT,
THE BUYER SHALL HAVE THE RIGHT, IN ITS SOLE DISCRETION, TO IMMEDIATELY TERMINATE
THE BUYER'S AGREEMENT TO ENTER INTO ANY ADDITIONAL TRANSACTIONS ON THE TERMS OF
THIS AGREEMENT.
WITH RESPECT TO THE TERMINATION EVENTS SET FORTH IN SECTION
13.02(I) AND (II), THE SELLERS SHALL REPURCHASE ANY PURCHASED MORTGAGE LOANS
SUBJECT TO A TRANSACTION HEREUNDER WITHIN 60 DAYS FOLLOWING RECEIPT OF A REQUEST
THEREFOR FROM BUYER FOLLOWING THE OCCURRENCE OF SUCH TERMINATION EVENT.
SECTION 14.
REMEDIES
(A)
IF AN EVENT OF DEFAULT OCCURS WITH RESPECT
TO EITHER SELLER, THE FOLLOWING RIGHTS AND REMEDIES ARE AVAILABLE TO THE BUYER;
PROVIDED, THAT AN EVENT OF DEFAULT SHALL BE DEEMED TO BE CONTINUING UNLESS
EXPRESSLY WAIVED BY THE BUYER IN WRITING.
(I)
AT THE OPTION OF THE BUYER, EXERCISED BY
WRITTEN NOTICE TO THE SELLERS (WHICH OPTION SHALL BE DEEMED TO HAVE BEEN
EXERCISED, EVEN IF NO NOTICE IS GIVEN, IMMEDIATELY UPON THE OCCURRENCE OF AN
EVENT OF INSOLVENCY OF THE SELLERS), THE REPURCHASE DATE FOR EACH TRANSACTION
HEREUNDER, IF IT HAS NOT ALREADY OCCURRED, SHALL BE DEEMED IMMEDIATELY TO
OCCUR.
THE BUYER SHALL (EXCEPT UPON THE OCCURRENCE OF AN ACT OF INSOLVENCY OF
THE SELLERS) GIVE NOTICE TO THE SELLERS OF THE EXERCISE OF SUCH OPTION AS
PROMPTLY AS PRACTICABLE.
(II)
IF THE BUYER EXERCISES OR IS DEEMED TO
HAVE EXERCISED THE OPTION REFERRED TO IN SUBSECTION (A)(I) OF THIS SECTION,
(A)
THE SELLERS' OBLIGATIONS IN SUCH TRANSACTIONS
TO REPURCHASE ALL PURCHASED MORTGAGE LOANS, AT THE REPURCHASE PRICE THEREFOR ON
THE REPURCHASE DATE DETERMINED IN ACCORDANCE WITH SUBSECTION (A)(I) OF THIS
SECTION, (1) SHALL THEREUPON BECOME IMMEDIATELY DUE AND PAYABLE AND (2) ALL
INCOME PAID AFTER SUCH EXERCISE OR DEEMED EXERCISE SHALL BE RETAINED BY THE
BUYER AND APPLIED TO THE AGGREGATE UNPAID REPURCHASE PRICE AND ANY OTHER AMOUNTS
OWED BY THE SELLERS HEREUNDER;
(B)
TO THE EXTENT PERMITTED BY APPLICABLE LAW,
THE REPURCHASE PRICE WITH RESPECT TO EACH SUCH TRANSACTION SHALL BE INCREASED BY
THE AGGREGATE AMOUNT OBTAINED BY DAILY APPLICATION OF, ON A