SHALL DEFAULT IN THE PAYMENT
OF ANY OTHER AMOUNT PAYABLE BY IT HEREUNDER OR UNDER ANY OTHER REPURCHASE
DOCUMENT, OR THE PAYMENT OF EXPENSES OR ANY OTHER OBLIGATIONS, WHEN THE SAME
SHALL BECOME DUE AND PAYABLE, WHETHER AT THE DUE DATE THEREOF, OR BY
ACCELERATION OR OTHERWISE AND SUCH FAILURE TO MAKE SUCH PAYMENT, IN ALL
INSTANCES SET FORTH HEREIN SHALL CONTINUE UNREMEDIED FOR A PERIOD OF THREE
BUSINESS DAYS; OR
(C)
THE FAILURE OF EITHER SELLER TO PERFORM,
COMPLY WITH OR OBSERVE ANY TERM, COVENANT OR AGREEMENT APPLICABLE TO SUCH SELLER
CONTAINED IN SECTIONS 12(A)(I), (H), (J), (N), (R), (S), (T), (U), (V), (W),
(X), (Y), (Z), (AA), (BB) OR (CC); OR
(D)
ANY REPRESENTATION, WARRANTY OR
CERTIFICATION MADE OR DEEMED MADE HEREIN OR IN ANY OTHER REPURCHASE DOCUMENT BY
EITHER SELLER OR ANY CERTIFICATE FURNISHED TO THE BUYER PURSUANT TO THE
PROVISIONS HEREOF OR THEREOF OR ANY INFORMATION WITH RESPECT TO THE PURCHASED
MORTGAGE LOANS FURNISHED IN WRITING BY ON BEHALF OF EITHER SELLER SHALL PROVE TO
HAVE BEEN UNTRUE 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
MARKET VALUE OF THE PURCHASED MORTGAGE LOANS; UNLESS (I) EITHER 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 BUYER
IN ITS SOLE DISCRETION TO BE MATERIALLY FALSE OR MISLEADING ON A REGULAR BASIS);
OR
(E)
EITHER SELLER SHALL FAIL TO OBSERVE OR
PERFORM ANY OTHER COVENANT OR AGREEMENT CONTAINED IN THIS REPURCHASE AGREEMENT
(AND NOT IDENTIFIED IN CLAUSE (B) OF SECTION 13.01) OR ANY OTHER REPURCHASE
DOCUMENT, AND IF SUCH DEFAULT SHALL BE CAPABLE OF BEING REMEDIED, AND SUCH
FAILURE TO OBSERVE OR PERFORM SHALL CONTINUE UNREMEDIED FOR A PERIOD OF 1
BUSINESS DAY; OR
(F)
A JUDGMENT OR JUDGMENTS FOR THE PAYMENT
OF MONEY IN EXCESS OF $1,000,000 IN THE AGGREGATE SHALL BE RENDERED AGAINST
EITHER SELLER OR ANY OF ITS MATERIAL SUBSIDIARIES 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, AND EITHER SELLER NOR ANY SUCH MATERIAL
SUBSIDIARY SHALL, WITHIN SAID PERIOD OF 30 DAYS, OR SUCH LONGER PERIOD DURING
WHICH EXECUTION OF THE SAME SHALL HAVE BEEN STAYED OR BONDED, APPEAL THEREFROM
AND CAUSE THE EXECUTION THEREOF TO BE STAYED DURING SUCH APPEAL; OR
(G)
ANY "EVENT OF DEFAULT" OR ANY OTHER DEFAULT
WHICH PERMITS A DEMAND FOR, OR REQUIRES, THE EARLY REPAYMENT OF OBLIGATIONS DUE
BY ANY SELLER OR ITS MATERIAL SUBSIDIARIES UNDER
46
(i) any agreement (after the expiration of any applicable grace period under