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

Breach of Non-Financial Representation or Covenant. A breach by Seller or any Guarantor 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 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 Asset 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, (ii) any such representations and warranties have been determined by Buyer in its sole discretion to be materially false or misleading on a regular basis, or (iii) Buyer, in its sole discretion, determines that such breach of a material representation, warranty or covenant materially and adversely affects the condition (financial or otherwise) of such party and its Subsidiaries, taken as a whole, then such breach shall constitute an immediate Event of Default and Seller shall have no cure right hereunder).

Breach of Non-Financial Representation or Covenant. A breach by Seller or any Guarantor of any other material representation, warranty or covenant set forth in this Agreement (and not otherwise specified in Section 15.f 15(f) above), if such breach is not cured within five (5) Business Days 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 Asset Value, the existence of a Margin Deficit and the obligation to repurchase such Mortgage Loan) 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 Buyer in its sole discretion to be materially false or misleading on a regular basis, or (iii) Buyer, in its sole 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 and party, its Subsidiaries, taken as a wholeSubsidiaries or Affiliates; 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 neither Seller nor Guarantor shall have no any cure right hereunder).

Breach of Non-Financial Representation or Covenant. A breach by Seller or any Guarantor of any other material representation, warranty or covenant set forth in this Agreement (and not otherwise specified in Section 15.f 15(f) above), if such breach is not cured within five (5) Business Days 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 Asset the Market Value, the existence of a Margin Deficit and the obligation to repurchase such Mortgage Loan) 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 Buyer in its sole discretion to be materially false or misleading on a regular basis, or (iii) Buyer, in its sole 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 and party, its Subsidiaries, taken as a wholeSubsidiaries or Affiliates; 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 neither Seller nor Guarantor shall have no any cure right hereunder).

Breach of Non-Financial Representation or Covenant. A breach by Seller or any Guarantor of any other material representation, warranty or covenant set forth in this Agreement in any material respect (and not otherwise specified in Section 15.f 15(f) above), if such breach is not cured within five (5) Business Days 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 Asset the Market Value, the existence of a Margin Deficit and the obligation to repurchase such Mortgage Loan) 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 Buyer in its sole discretion to be materially false or misleading on a regular basis, or (iii) Buyer, in its sole 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 and party, its Subsidiaries, taken as a wholeSubsidiaries or Affiliates; 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 neither Seller nor Guarantor shall have no any cure right hereunder).

Breach of Non-Financial Representation or Covenant. A breach by Seller or any Guarantor of any other material representation, warranty or covenant set forth in this Agreement (and not otherwise specified in Section 15.f 15(f) above), if such ) breach is not cured within five (5) Business Days 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 Asset Value, the existence of a Margin Deficit Market Value and the obligation to repurchase such Mortgage Loan) Loan unless (i) such party Seller 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 Buyer in its sole discretion to be materially false or misleading on a regular basis, or (iii) Buyer, in its sole 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 and Seller, its Subsidiaries, taken as a wholeSubsidiaries or Affiliates; or (B) Buyer's determination to enter into this Agreement or Transactions with Seller, then such breach shall constitute an immediate Event of Default and Seller shall have no cure right hereunder).

Breach of Non-Financial Representation or Covenant. A breach by any Seller or any Guarantor Party of any other material representation, warranty or covenant set forth in this Agreement (and not otherwise specified in Section 15.f 15(f) above)) or any other Program Agreement, if such breach is not cured within five (5) Business Days or with respect to an event set forth in Section 14(c), thirty (30) calendar days, of Sellersuch Seller Party’s or Guarantors’ Guarantor’s knowledge thereof (other than the representations and warranties set forth in Section 13.b Schedule 1-A, Schedule 1-B, Schedule 1-C and Schedule 1, -D which shall be considered solely for the purpose of determining the Asset Value, the existence of a Margin Deficit and the obligation to repurchase such any Transaction Mortgage Loan) , GNMA HMBS 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 Buyer Administrative Agent in its sole discretion to be LEGAL02/37648106v16 materially false or misleading on a regular basis, or (iii) BuyerAdministrative Agent, in its sole 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 and party, its Subsidiaries, taken as a wholeSubsidiaries or Affiliates; 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 no Seller Party shall have no any cure right hereunder).

Breach of Non-Financial Representation or Covenant. A breach by any Seller Party or any Guarantor 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 of Sellersuch Seller Party’s or Guarantors’ Guarantor’s 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 Asset Value, the existence of a Margin Deficit and the obligation to repurchase such Purchased Asset or related Contributed Mortgage Loan) , as applicable, 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 Buyer in its sole discretion to be materially false or misleading on a regular basis, or (iii) Buyer, in its sole 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 and party, its Subsidiaries, taken as a wholeSubsidiaries or Affiliates; 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 Seller Parties shall have no cure right hereunder).

Breach of Non-Financial Representation or Covenant. A breach by Seller or any Guarantor of any other material representation, warranty or covenant set forth in this Agreement (and not otherwise specified in Section 15.f 15(f) above), if such ) breach is not cured within five (5) Business Days 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 Asset Value, the existence of a Margin Deficit Market Value and the obligation to repurchase such Mortgage Loan) Loan unless (i) such party Seller 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 Buyer in its sole discretion to be materially false or misleading on a regular basis, or (iii) Buyer, in its sole 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 and Seller, its Subsidiaries, taken as a wholeSubsidiaries or Affiliates; or (B) Buyer's determination to enter into this Agreement or Transactions with Seller, then such breach shall constitute an immediate Event of Default and Seller shall have no cure right hereunder).

Breach of Non-Financial Representation or Covenant. A breach by Seller or any Guarantor of any other material representation, warranty or covenant set forth in this Agreement (and not otherwise specified in Section 15.f 15(g) above), if such breach ) is not cured within five (5) Business Days 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 Asset Value, the existence of a Margin Deficit Market Value and the obligation to repurchase such Mortgage Loan) unless (i) such party Seller 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 Buyer in its sole discretion to be materially false or misleading on a regular basis, or (iii) Buyer, in its sole 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 and Seller, its Subsidiaries, taken as a wholeSubsidiaries or Affiliates; or (B) Buyer's determination to enter into this Agreement or Transactions with Seller, then such breach shall constitute an immediate Event of Default and Seller shall have no cure right hereunder).

Breach of Non-Financial Representation or Covenant. A breach by any Seller or any Guarantor of any other material representation, warranty or covenant set forth in this Agreement (and not otherwise specified in Section 15.f 15(f) above), if such breach is not cured within five (5) Business Days 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 Asset 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, (ii) any such representations and warranties have been determined by Buyer in its sole discretion to be materially false or misleading on a regular basis, or (iii) Buyer, in its sole 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 and party, its Subsidiaries, taken as a wholeSubsidiaries or Affiliates; 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 Seller Sellers shall have no cure right hereunder).

Breach of Non-Financial Representation or Covenant. A breach by any Seller or any Guarantor of any other material representation, warranty or covenant set forth in this Agreement (and not otherwise specified listed in Section 15.f 15(f) above), if such ) which breach is not cured within five (5) Business Days 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 Asset Value, the existence of a Margin Deficit Market Value and the obligation to repurchase such Mortgage Loan) Loan unless (i) such party Seller 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 Buyer in its sole discretion to be materially false or misleading on a regular basis, or (iii) Buyer, in its sole 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 and any Seller, its Subsidiaries, taken as a wholeSubsidiaries or Affiliates; or (B) Buyer's determination to enter into this Agreement or Transactions with Seller, then such breach shall constitute an immediate Event of Default and Seller the Sellers shall have no cure right hereunder).

Breach of Non-Financial Representation or Covenant. A breach by Seller or any Guarantor of any other material representation, warranty or covenant set forth in this Agreement (and not otherwise specified in Section 15.f 15(f) above), if such ) breach is not cured within five seven (57) Business Days 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 Asset Value, the existence of a Margin Deficit Market Value and the obligation to repurchase such Mortgage Loan) Loan unless (i) such party Seller 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 Buyer in its sole discretion to be materially false or misleading on a regular basis, or (iii) Buyer, in its sole 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 and its SubsidiariesSeller or any of Seller's Material Affiliates, taken as a wholeor (B) Buyer's determination to enter into this Agreement or Transactions with Seller, then such breach shall constitute an immediate Event of Default and Seller shall have no cure right hereunder).

Breach of Non-Financial Representation or Covenant. A breach by Seller or any Guarantor of any other material representation, warranty or covenant set forth in this Agreement (and not otherwise specified in Section 15.f aboveabove (other than with respect to Section 14.n, a breach of which shall be covered by this Section 15.g)), including any failure of the Seller or the Guarantor to deliver any report required to be delivered under this Agreement or any other Program Agreement, if such breach is not cured within five ten (510) Business Days of Seller’s or Guarantors’ Guarantor’s knowledge or receipt of notice 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 Asset Value, the existence of a Margin Deficit and the obligation to repurchase such Purchased Asset for the Release Price with respect to such REO Property or Trust Mortgage Loan) , as applicable, 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, made or (ii) any such representations and warranties have been determined by Buyer in its sole good faith discretion to be materially false or misleading on a regular or pervasive basis, or (iii) Buyer, in its sole discretion, determines that such breach of a material representation, warranty or covenant materially and adversely affects the condition (financial or otherwise) of such party and its Subsidiaries, taken as a whole, then such breach shall constitute an immediate Event of Default and Seller shall have no cure right hereunder).

Breach of Non-Financial Representation or Covenant. A breach by Seller or any Guarantor of any other material representation, warranty or covenant set forth in this Agreement (and not otherwise specified in Section 15.f Sections 15(f) and (g) above), if such breach is not cured within five (5) Business Days 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 Asset 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, (ii) any such representations and warranties have been determined by Buyer in its sole discretion to be materially false or misleading on a regular basis, or (iii) Buyer, in its sole 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 and party, its Subsidiaries, taken as a wholeSubsidiaries or Affiliates; 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 Seller shall have no cure right hereunder).

Breach of Non-Financial Representation or Covenant. A breach by Seller or any Guarantor of any other material representation, warranty or covenant set forth in this Agreement (and not otherwise specified in Section 15.f 11.1(f) above), if such breach is not cured within five (5) Business Days of Seller’s the earlier of notice to or Guarantors’ knowledge thereof of Seller or Guarantor (other than the representations and warranties set forth in Section 13.b and Schedule 18.2, which shall be considered solely for the purpose of determining the Asset Value, the existence of a Margin Deficit and the obligation to repurchase such Mortgage Loan) 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 Buyer Administrative Agent in its sole discretion to be materially false or misleading on a regular basis, or (iii) BuyerAdministrative Agent, in its sole discretion, determines that such breach of a material representation, warranty or covenant materially and adversely affects the condition (financial or otherwise) of such party and party, its Subsidiaries, taken as a wholeSubsidiaries or Affiliates, then such breach shall constitute an immediate Event of Default and neither Seller nor Guarantor shall have no any cure right hereunder).;

Breach of Non-Financial Representation or Covenant. A breach by Seller or any Guarantor of any other material representation, warranty or covenant set forth in this Agreement (and not otherwise specified in Section 15.f 15(f) above), if such breach is not cured within five (5) Business Days of Seller’s or Guarantors’ knowledge thereof written notice of any such default (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 Asset 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, (ii) any such representations and warranties have been determined by Buyer in its sole discretion to be materially false or misleading on a regular basis, or (iii) Buyer, in its sole 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 and party, its Subsidiaries, taken as a wholeSubsidiaries or Affiliates; 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 Seller shall have no cure right hereunder).

Breach of Non-Financial Representation or Covenant. A breach by Seller or any Guarantor 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 or with respect to an event set forth in Section 16.c, thirty (30) calendar days, of Seller’s or Guarantors’ Guarantor’s 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 Asset Value, the existence of a Margin Deficit and the obligation to repurchase such Mortgage Loan) 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 Buyer in its sole discretion to be materially false or misleading on a regular basis, or (iii) Buyer, in its sole 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 and party, its Subsidiaries, taken as a wholeSubsidiaries or Affiliates; 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 Seller shall have no cure right hereunder).

Breach of Non-Financial Representation or Covenant. A breach by Seller or any a Guarantor of any other material representation, warranty or covenant set forth in this Agreement (and not otherwise specified in Section 15.f 15(f) above), if such breach is not cured within five (5) Business Days 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 Asset Value, the existence of a Margin Deficit and the obligation to repurchase such Mortgage Loan) 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 Buyer in its sole discretion to be materially false or misleading on a regular basis, or (iii) Buyer, in its sole 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 and party, its Subsidiaries, taken as a wholeSubsidiaries or Affiliates; 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 neither Seller nor either Guarantor shall have no any cure right hereunder).

Breach of Non-Financial Representation or Covenant. A breach by Seller or any Guarantor of any other material representation, warranty or covenant set forth in this Agreement (and not otherwise specified in Section 15.f 15(f) above), if such breach is not cured within five (5) Business Days 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 Asset 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, (ii) any such representations and warranties have been determined by Buyer in its sole but good faith discretion to be materially false or misleading on a regular basis, or (iii) Buyer, in its sole 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 and party, its Subsidiaries, taken as a wholeSubsidiaries or Affiliates; 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 Seller shall have no cure right hereunder).

Breach of Non-Financial Representation or Covenant. A breach by any Seller or any Guarantor Party 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 or with respect to an event set forth in Section 16.c, thirty (30) calendar days, of Sellersuch Seller Party’s or Guarantors’ Guarantor’s knowledge thereof (other than the representations and warranties set forth in Section 13.b Schedule 1-A, Schedule 1-B, Schedule 1-C and Schedule 1, -D which shall be considered solely for the purpose of determining the Asset Value, the existence of a Margin Deficit and the obligation to repurchase such any Transaction Mortgage Loan) 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 Buyer in its sole discretion to be materially false or misleading on a regular basis, or (iii) Buyer, in its sole 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 and party, its Subsidiaries, taken as a wholeSubsidiaries or Affiliates; 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 no Seller Party shall have no any cure right hereunder).