DEEM NECESSARY OR ADVISABLE TO ACCOMPLISH THE PURPOSES HEREOF,
WHICH APPOINTMENT AS ATTORNEY-IN-FACT IS IRREVOCABLE AND COUPLED WITH AN
INTEREST.
EACH OF THE FOLLOWING CLAUSES (I) THROUGH (XVII) SHALL BE DEEMED AN
"EVENT OF DEFAULT" HEREUNDER:
(I)
SELLER FAILS TO REPURCHASE PURCHASED
ASSETS UPON THE APPLICABLE REPURCHASE DATE;
(II)
SELLER FAILS TO COMPLY WITH SECTION 4
HEREOF;
(III)
SELLER FAILS, AFTER TWO (2) BUSINESS DAYS'
NOTICE, TO COMPLY WITH SECTION 5 HEREOF;
(IV)
AN ACT OF INSOLVENCY OCCURS WITH RESPECT TO
SELLER;
(V)
SELLER SHALL ADMIT IN WRITING TO THE BUYER
ITS INABILITY TO, OR ITS INTENTION NOT TO, PERFORM ANY OF ITS OBLIGATIONS
HEREUNDER;
(VI)
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 ASSETS (OTHER THAN SELLER'S RIGHT TO
REPURCHASE THE PURCHASED ASSETS UNDER THIS AGREEMENT), 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 A BUYER IN ANY OF THE PURCHASED ASSETS;
(VII)
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 (A) AN EVENT OF DEFAULT (OTHER THAN WITH RESPECT
TO BUYER) OR (B) A TERMINATION EVENT OR AN ADDITIONAL TERMINATION EVENT (AND, IN
THE CASE OF THIS CLAUSE (B), SELLER HAS FAILED TO MEET ITS OBLIGATION TO PAY THE
EARLY TERMINATION AMOUNT, IF ANY, PURSUANT TO THE TERMS OF SECTION 6 OF SUCH
ISDA MASTER AGREEMENT) 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 (VII) 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);
45
(VIII)
FAILURE OF A 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 SUCH BUYER) (INCLUDING, WITHOUT
LIMITATION, IN THE EVENT THE INCOME PAID OR DISTRIBUTED ON OR IN RESPECT OF THE
PURCHASED SECURITIES AND PURCHASED LOANS IS INSUFFICIENT TO MAKE SUCH PAYMENT
AND THE SELLER DOES NOT MAKE SUCH PAYMENT OR CAUSE SUCH PAYMENT TO BE MADE)
(EXCEPT THAT SUCH FAILURE SHALL NOT BE AN EVENT OF DEFAULT BY SELLER IF
SUFFICIENT INCOME, OTHER THAN PRINCIPAL PAYMENTS, IS ON DEPOSIT IN THE CASH
MANAGEMENT ACCOUNT AND THE DEPOSITORY FAILS TO REMIT SUCH FUNDS TO SUCH BUYER);
(IX)
FAILURE OF THE SELLER TO MAKE ANY OTHER
PAYMENT OWING TO A 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