GOOD FAITH DISCRETION.
F.
BREACH OF FINANCIAL REPRESENTATION OR COVENANT OR OBLIGATION. A
BREACH BY ANY SELLER OR SERVICER, AS APPLICABLE, OF ANY OF THE REPRESENTATIONS,
WARRANTIES OR COVENANTS OR OBLIGATIONS SET FORTH IN SECTIONS 13(A)(1),
13(A)(7), 13(A)(12), 13(A)(19), 13(A)(24), 14A, 14B, 14D, 14E, 14S, 14V, 14X,
14DD, 14EE, 14FF, 14GG OR 14HH OF THIS AGREEMENT.
G.
BREACH OF NON-FINANCIAL REPRESENTATION OR COVENANT.
A BREACH BY
ANY SELLER OR SERVICER, AS APPLICABLE, OF ANY OTHER MATERIAL REPRESENTATION,
WARRANTY OR COVENANT SET FORTH IN THIS AGREEMENT (AND NOT OTHERWISE SPECIFIED IN
SECTION 15(F) ABOVE), IF SUCH BREACH IS NOT CURED WITHIN FIVE (5) BUSINESS DAYS
(OTHER THAN THE REPRESENTATIONS AND WARRANTIES SET FORTH IN SCHEDULE 1, WHICH
SHALL BE CONSIDERED SOLELY FOR THE PURPOSE OF DETERMINING THE MARKET VALUE, THE
EXISTENCE OF A MARGIN DEFICIT AND THE OBLIGATION TO REPURCHASE SUCH MORTGAGE
LOAN) UNLESS (I) SUCH PARTY 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 ADMINISTRATIVE AGENT IN ITS SOLE DISCRETION TO BE MATERIALLY FALSE OR
MISLEADING ON A REGULAR BASIS.
H.
CHANGE OF CONTROL.
THE OCCURRENCE OF A CHANGE IN CONTROL.
I.
FAILURE TO TRANSFER.
SELLERS FAIL TO TRANSFER THE PURCHASED
MORTGAGE LOANS TO BUYERS ON THE APPLICABLE PURCHASE DATE (PROVIDED BUYERS HAVE
TENDERED THE RELATED PURCHASE PRICE).
J.
JUDGMENT.
A FINAL JUDGMENT OR JUDGMENTS FOR THE PAYMENT OF
MONEY IN EXCESS OF $20,000,000 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 30 DAYS FROM THE DATE OF
ENTRY THEREOF.
K.
GOVERNMENT ACTION.
ANY GOVERNMENTAL AUTHORITY OR ANY PERSON,
AGENCY OR ENTITY ACTING OR PURPORTING TO ACT UNDER GOVERNMENTAL AUTHORITY SHALL
HAVE TAKEN ANY ACTION TO CONDEMN, SEIZE OR APPROPRIATE, OR TO ASSUME CUSTODY OR
CONTROL OF, ALL OR ANY SUBSTANTIAL PART OF THE PROPERTY OF SELLERS, SERVICER OR
ANY AFFILIATE THEREOF, OR SHALL HAVE TAKEN ANY ACTION TO DISPLACE THE MANAGEMENT
OF SELLERS, SERVICER OR ANY AFFILIATE THEREOF OR TO CURTAIL ITS AUTHORITY IN THE
CONDUCT OF THE BUSINESS OF SELLERS, SERVICER OR ANY AFFILIATE THEREOF, OR TAKES
ANY ACTION IN THE
42
NATURE OF ENFORCEMENT TO REMOVE, LIMIT OR RESTRICT THE APPROVAL OF SELLERS,
SERVICER OR AFFILIATE AS AN ISSUER, BUYER OR A SELLER/SERVICER OF MORTGAGE LOANS
OR SECURITIES BACKED THEREBY, AND SUCH ACTION PROVIDED FOR IN THIS
SUBPARAGRAPH K SHALL NOT HAVE BEEN DISCONTINUED OR STAYED WITHIN 30 DAYS.
L.
INABILITY TO PERFORM.
AN OFFICER OF A SELLER SHALL ADMIT ITS
INABILITY TO, OR ITS INTENTION NOT TO, PERFORM ANY OF THE SELLERS' OBLIGATIONS
HEREUNDER.
M.
SECURITY INTEREST.
THIS AGREEMENT SHALL FOR ANY REASON CEASE TO
CREATE A VALID, FIRST PRIORITY SECURITY INTEREST IN