Common use of Breach of Non-Financial Representation or Covenant Clause in Contracts

Breach of Non-Financial Representation or Covenant. A breach by any Seller or the Guarantor of any other material representation, warranty or covenant set forth in this Agreement (and not otherwise specified in Section 16(f) above), if such breach is not cured within five (5) Business Days from notice or knowledge thereof (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 Purchased Asset) 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, (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 (iii) the Buyer, in its sole good faith discretion, determines that such breach of a material representation, warranty or covenant materially and adversely affects the condition (financial or otherwise) of such party or its Subsidiaries, then such breach shall constitute an immediate Event of Default and the Sellers shall have no cure right hereunder.

Breach of Non-Financial Representation or Covenant. A breach by any Seller or the Guarantor of any other material representation, warranty or covenant set forth in this Agreement in any material respect (and not otherwise specified in Section 16(f15(f) above), if such breach is not cured within five (5) Business Days from notice or knowledge thereof (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 Purchased Asset) 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, (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 (iii) the Buyer, in its sole good faith discretion, determines that such breach of a material representation, warranty or covenant materially and adversely affects (A) the condition (financial or otherwise) of such party party, its Subsidiaries or its SubsidiariesAffiliates; or (B) Buyer’s determination to enter into this Agreement or Transactions with such party, then such breach shall constitute an immediate Event of Default and the Sellers neither Seller nor Guarantor shall have no any cure right hereunder).

Breach of Non-Financial Representation or Covenant. A breach by any Seller or the Guarantor of any other material representation, warranty or covenant set forth in this Agreement (and not otherwise specified in Section 16(f15(f) above), if such breach is not cured within five (5) Business Days from notice or knowledge thereof (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 Purchased Asset) 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, (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 (iii) the Buyer, in its sole good faith discretion, determines that such breach of a material representation, warranty or covenant materially and adversely affects (A) the condition (financial or otherwise) of such party party, its Subsidiaries or its SubsidiariesAffiliates; or (B) Buyer’s determination to enter into this Agreement or Transactions with such party, then such breach shall constitute an immediate Event of Default and the Sellers neither Seller nor Guarantor shall have no any cure right hereunder).

Breach of Non-Financial Representation or Covenant. A breach by any Seller or the any Guarantor of any other material representation, warranty or covenant set forth in this Agreement (and not otherwise specified in Section 16(f) 15.f above), if such breach is not cured within five (5) Business Days from notice of Seller’s or Guarantors’ knowledge thereof (other than the representations and warranties set forth in Section 13.b and Schedule 1, which shall be considered solely for the purpose of determining the Market Asset Value, the existence of a Margin Deficit and the obligation to repurchase such Purchased AssetMortgage 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, (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 (iii) the Buyer, in its sole good faith discretion, determines that such breach of a material representation, warranty or covenant materially and adversely affects the condition (financial or otherwise) of such party or and its Subsidiaries, taken as a whole, then such breach shall constitute an immediate Event of Default and the Sellers Seller shall have no cure right hereunder).

Breach of Non-Financial Representation or Covenant. A breach by any Seller or the Guarantor of any other material representation, warranty or covenant set forth in this Agreement (and not otherwise specified in Section 16(f15(f) above), if such breach is not cured within five (5) Business Days from notice or knowledge thereof (other than the representations and warranties set forth in Schedule 1, which shall be considered solely for the purpose of determining the Market Asset Value, the existence of a Margin Deficit and the obligation to repurchase such Purchased Asset) 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, (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 (iii) the Buyer, in its sole good faith discretion, determines that such breach of a material representation, warranty or covenant materially and adversely affects (A) the condition (financial or otherwise) of such party party, its Subsidiaries or its SubsidiariesAffiliates; or (B) Buyer’s determination to enter into this Agreement or Transactions with such party, then such breach shall constitute an immediate Event of Default and the Sellers neither Seller nor Guarantor shall have no any cure right hereunder).

Breach of Non-Financial Representation or Covenant. A breach by any Seller or the Guarantor of any other material representation, warranty or covenant set forth in this Agreement (and not otherwise specified in Section 16(f) above), if such breach is not cured within five (5) Business Days from notice or knowledge thereof (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 Purchased AssetMortgage 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, (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 (iii) the Buyer, in its sole good faith discretion, determines that such breach of a material representation, warranty or covenant materially and adversely affects the condition (financial or otherwise) of such party or party, its Subsidiaries, then such breach shall constitute an immediate Event of Default and the Sellers shall have no cure right hereunder.

Breach of Non-Financial Representation or Covenant. A breach by any Seller or the any Guarantor of any other material representation, warranty or covenant set forth in this Agreement (and not otherwise specified in Section 16(fSections 15(f) and (g) above), if such breach is not cured within five (5) Business Days from notice or knowledge thereof (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 Purchased AssetMortgage 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, (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 (iii) the Buyer, in its sole good faith discretion, determines that such breach of a material representation, warranty or covenant materially and adversely affects (A) the condition (financial or otherwise) of such party party, its Subsidiaries or its SubsidiariesAffiliates; or (B) Buyer’s determination to enter into this Agreement or Transactions with such party, then such breach shall constitute an immediate Event of Default and the Sellers Seller shall have no cure right hereunder).

Breach of Non-Financial Representation or Covenant. A breach by any Seller or the Guarantor of any other material representation, warranty or covenant set forth in this Agreement (and not otherwise specified in Section 16(f15(f) above)) or any other Program Agreement, if such breach is not cured within five ten (510) Business Days from notice or of Seller’s knowledge thereof (other than the representations and warranties set forth in Schedule 1, which shall be considered solely for the purpose of determining the Market Asset Value, the existence of a Margin Deficit and the obligation to repurchase such Purchased Asset) 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, (ii) any such representations and warranties have been determined by the Buyer Administrative Agent in its sole discretion to be materially false or misleading on a regular basis, or (iii) the BuyerAdministrative Agent, in its sole good faith discretion, determines that such breach of a material representation, warranty or covenant materially and adversely affects (A) the condition (financial or otherwise) of such party party, its Subsidiaries or its SubsidiariesAffiliates; or (B) Administrative Agent’s determination to enter into this Agreement or Transactions with such party, then such breach shall constitute an immediate Event of Default and the Sellers Seller shall have no cure right hereunder).

Breach of Non-Financial Representation or Covenant. A breach by any Seller or the Guarantor of any other material representation, warranty or covenant set forth in this Agreement in any material respect (and not otherwise specified in Section 16(f15(f) above), if such breach is not cured within five (5) Business Days from notice or knowledge thereof (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 Purchased Asset) Mortgage Loan or Servicer Advances 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, (ii) any such representations and warranties have been determined by the Buyer Administrative Agent in its sole discretion to be materially false or misleading on a regular basis, or (iii) the BuyerAdministrative Agent, in its sole good faith discretion, determines that such breach of a material representation, warranty or covenant materially and adversely affects (A) the condition (financial or otherwise) of such party party, its Subsidiaries or its SubsidiariesAffiliates; or (B) Administrative Agent’s determination to enter into this Agreement or Transactions with such party, then such breach shall constitute an immediate Event of Default and the Sellers neither Seller nor Guarantor shall have no any cure right hereunder).

Breach of Non-Financial Representation or Covenant. A breach by any Seller or the Guarantor of any other material representation, warranty or covenant set forth in this Agreement (and not otherwise specified in Section 16(f15(a)(6) above), if such breach is not cured within five (5) Business Days from notice or knowledge thereof (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 Purchased AssetMortgage Loan or REO Property) 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, (ii) any such representations and warranties have been determined by the Buyer in its sole good faith discretion to be materially false or misleading on a regular basis, or (iii) the Buyer, in its sole good faith discretion, determines that such breach of a material representation, warranty or covenant materially and adversely affects (A) the condition (financial or otherwise) of such party party; or its Subsidiaries(B) with respect to financial information, material litigation information and regulatory information, Buyer's determination to enter into this Agreement or Transactions with such party, then such breach shall constitute an immediate Event of Default and the Sellers any Seller shall have no cure right hereunder).

Breach of Non-Financial Representation or Covenant. A breach by any Seller or the Guarantor of any other material representation, warranty or covenant set forth in this Agreement in any material respect (and not otherwise specified in Section 16(f15.f above) above)or any other Program Agreement, if such breach is not cured within five (5) Business Days from notice or knowledge thereof (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 Purchased Asset) Mortgage Loan or Servicer Advances 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, (ii) any such representations and warranties have been determined by the Buyer Administrative Agent in its sole discretion to be materially false or misleading on a regular basis, or (iii) the BuyerAdministrative Agent, in its sole good faith discretion, determines that such breach of a material representation, warranty or covenant materially and adversely affects (A) the condition (financial or otherwise) of such party party, its Subsidiaries or its SubsidiariesAffiliates; or (B) Administrative Agent’s determination to enter into this Agreement or Transactions with such party, then such breach shall constitute an immediate Event of Default and the Sellers neither Seller nor Guarantor shall have no any cure right hereunder).