AB"), EACH SELLER SHALL PROVIDE, OR SHALL CAUSE EACH SERVICER TO
COOPERATE WITH THE BUYER IN PROVIDING, SUCH STATEMENTS AND REPORTS AS ARE
REQUIRED BY AND IN CONFORMANCE WITH REG AB.
Section 8. Events of Default.
Each of the following events shall constitute an event of default (an "Event of
Default") hereunder:
(A)
ANY SELLER SHALL DEFAULT IN THE PAYMENT OF ANY REPURCHASE PRICE OR PRICE
DIFFERENTIAL ON ANY TRANSACTION WHEN DUE (WHETHER AT STATED MATURITY, UPON
ACCELERATION OR AT MANDATORY OR OPTIONAL PREPAYMENT OR REPURCHASE); OR
(B)
ANY SELLER SHALL FAIL TO CURE ANY MARGIN DEFICIENCY IN ACCORDANCE WITH
SECTION 2.05 OF THIS REPURCHASE AGREEMENT; OR
(C)
ANY SELLER SHALL DEFAULT IN THE PAYMENT OF ANY OTHER AMOUNT PAYABLE BY IT
HEREUNDER OR UNDER ANY OTHER REPURCHASE DOCUMENT AFTER NOTIFICATION BY THE 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 BUYER PURSUANT TO THE PROVISIONS HEREOF OR THEREOF 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
43
SET FORTH IN SCHEDULE 1, WHICH SHALL BE CONSIDERED SOLELY FOR THE PURPOSE OF
DETERMINING THE RECOGNIZED VALUE OF THE PURCHASED LOANS; 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 THE BUYER 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 SECTION 7.03(A),
SECTION 7.04, SECTION 7.06(A) OR SECTIONS 7.09 THROUGH 7.18 HEREOF AND SUCH
DEFAULT SHALL CONTINUE UNREMEDIED FOR A PERIOD OF ONE (1) BUSINESS DAY; OR ANY
SELLER SHALL OTHERWISE FAIL TO COMPLY WITH THE REQUIREMENTS OF SECTION 7.03
HEREOF AND SUCH DEFAULT SHALL CONTINUE UNREMEDIED FOR A PERIOD OF FIVE
(5) BUSINESS DAYS; OR ANY SELLER OR THE PARENT SHALL FAIL TO OBSERVE OR
PERFORM ANY OTHER COVENANT OR AGREEMENT CONTAINED IN THIS REPURCHASE AGREEMENT
OR ANY OTHER REPURCHASE DOCUMENT AND SUCH FAILURE TO OBSERVE OR PERFORM SHALL
CONTINUE UNREMEDIED FOR A PERIOD OF SEVEN (7) BUSINESS DAYS; OR
(F)
A FINAL JUDGMENT OR JUDGMENTS FOR THE PAYMENT OF MONEY IN EXCESS OF
$1,000,000 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 THIRTY (30) CALENDAR DAYS FROM
THE DATE OF ENTRY THEREOF, AND NO SELLER OR ANY SUCH AFFILIATE SHALL, WITHIN
SAID PERIOD OF THIRTY (30) CALENDAR DAYS, OR SUCH LONGER PERIOD DURING