PROPERLY COMPLETED AND
DULY EXECUTED ADDITIONAL SELLER JOINDER AGREEMENT SUBSTANTIALLY IN THE FORM OF
EXHIBIT N HERETO, PURSUANT TO WHICH SUCH ADDITIONAL SUBSIDIARY SHALL BECOME A
SELLER UNDER THIS AGREEMENT AND (IV) THE ADDITION OF SUCH SUBSIDIARY SHALL BE
INDICATED ON THE FIRST ORGANIZATIONAL CHART DELIVERED TO THE AGENT PURSUANT TO
SECTION 9.01(B)(II) AFTER SUCH FORMATION OR ACQUISITION.
(II)
PAYMENT OF THIRD PARTY MANAGEMENT FEES.
THE PERCENTAGE USED TO
CALCULATE THE FEES PAID UNDER THE MANAGEMENT CONTRACT (OR ANY REPLACEMENT OR
SUBSTITUTION THEREOF) SHALL AT NO TIME EXCEED THE PERCENTAGE USED TO CALCULATE
THE FEES UNDER THE MANAGEMENT CONTRACT AS OF THE IPO.
IT IS HEREBY ACKNOWLEDGED
THAT THE SELLER SHALL BE ENTITLED TO CALCULATED ANY RELATED MANAGEMENT FEES
BASED ON THE FOREGOING PERCENTAGE AND THE SUM OF THE COMMON EQUITY, ANY
PREFERRED EQUITY AND TRUST PREFERRED SECURITIES OF THE RELATED COMPANY.
(JJ)
INDEPENDENCE OF COVENANTS.
ALL COVENANTS HEREUNDER SHALL BE
GIVEN INDEPENDENT EFFECT SO THAT IF A PARTICULAR ACTION OR CONDITION IS NOT
PERMITTED BY ANY OF SUCH COVENANTS, THE FACT THAT IT WOULD BE PERMITTED BY AN
EXCEPTION TO, OR BE OTHERWISE WITHIN THE LIMITATIONS OF, ANOTHER COVENANT SHALL
NOT AVOID THE OCCURRENCE OF AN EVENT OF DEFAULT OR DEFAULT IF SUCH ACTION IS
TAKEN OR CONDITION EXISTS.
ARTICLE X
EVENTS OF DEFAULT; REMEDIES
SECTION 10.01
EVENTS OF DEFAULT.
IF ANY OF THE FOLLOWING EVENTS (EACH,
AN "EVENT OF DEFAULT") OCCUR, EACH SELLER AND THE AGENT SHALL HAVE THE RIGHTS
SET FORTH IN SECTION 10.02, AS APPLICABLE:
(A)
ANY SELLER SHALL DEFAULT IN THE PAYMENT OF ANY REPURCHASE PRICE
DUE OR ANY AMOUNT UNDER SECTION 5.01 WHEN DUE (WHETHER AT STATED MATURITY, UPON
ACCELERATION OR AT MANDATORY OR OPTIONAL PREPAYMENT); OR
(B)
THE SELLERS SHALL FAIL TO CURE ANY MARGIN DEFICIT IN ACCORDANCE
WITH SECTION 4.01; OR
73
(C)
ANY SELLER SHALL DEFAULT IN THE PAYMENT OF ANY OTHER AMOUNT
PAYABLE BY IT HEREUNDER OR UNDER ANY OTHER REPURCHASE DOCUMENT AFTER WRITTEN
NOTIFICATION BY 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 AGENT PURSUANT TO THE PROVISIONS HEREOF OR THEREOF OR ANY
MATERIAL INFORMATION WITH RESPECT TO THE MORTGAGE ASSETS FURNISHED IN WRITING BY
ON BEHALF OF ANY SELLER 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 SET FORTH IN SCHEDULE 1, WHICH SHALL BE
CONSIDERED SOLELY FOR THE PURPOSE OF DETERMINING THE ASSET VALUE OF THE
PURCHASED ASSETS, UNLESS (I) THE SELLER SHALL HAVE MADE ANY SUCH REPRESENTATIONS
AND WARRANTIES WITH ACTUAL KNOWLEDGE THAT THEY WERE MATERIALLY FALSE OR
MISLEADING AT THE TIME MADE; OR (II) ANY SUCH REPRESENTATIONS AND WARRANTIES
HAVE BEEN DETERMINED IN GOOD FAITH BY THE AGENT IN ITS SOLE DISCRETION TO BE
MATERIALLY FALSE OR MISLEADING ON A REGULAR BASIS);