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 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 ten (10) Business Days of each Seller’s or Guarantor’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 Asset Value, the existence of a Margin Deficit and the obligation to repurchase such Purchased Asset for the Release Price with respect to such Contributed REO Property, Contributed Rental Property or 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 good faith discretion to be materially false or misleading on a regular basis, or (iii) 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, its Subsidiaries or Affiliates; or (B) Buyer’s sole good faith determination to enter into this Agreement or Transactions or Purchase Price Increases with such party, then such breach shall constitute an immediate Event of Default and Sellers shall have no cure right hereunder).

Breach of Non-Financial Representation or Covenant. A breach by any Seller Party or 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 ten (10) Business Days of each Seller’s or Guarantor’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 Asset Value, the existence of a Margin Deficit and the obligation to repurchase such Purchased Asset for the Release Price with respect to such Contributed REO Property, Contributed Rental Property or Contributed 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, (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 basis, or (iii) 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, its Subsidiaries or Affiliates; or (B) Buyer’s sole good faith determination to enter into this Agreement or Transactions or Purchase Price Increases with such party, then such breach shall constitute an immediate Event of Default and Sellers Seller shall have no cure right hereunder).

Breach of Non-Financial Representation or Covenant. A breach by any Seller Party or Guarantor of any other material representation, warranty or covenant set forth in this Agreement (and not otherwise specified in Section 15.f above), 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 ten (10) Business Days of each Seller’s 's or Guarantor’s '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 Asset Value, the existence of a Margin Deficit and the obligation to repurchase such Purchased Asset for the Release Price with respect to such Contributed REO Property, Contributed Rental Property or Contributed 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, (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 basis, or (iii) 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, its Subsidiaries or Affiliates; or (B) Buyer’s 's sole good faith determination to enter into this Agreement or Transactions or Transactions, Purchase Price Increases or Transition Event Increases with such party, then such breach shall constitute an immediate Event of Default and Sellers Seller shall have no cure right hereunder).

Breach of Non-Financial Representation or Covenant. A breach by any Seller 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), if such breach is not cured within ten (10) Business Days of each Seller’s or Guarantor’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 Asset Value, the existence of a Margin Deficit and the obligation to repurchase such Purchased Asset for the Release Price with respect to such Contributed REO Property, Contributed Rental Property or 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 Administrative Agent in its sole good faith discretion to be materially false or misleading on a regular basis, or (iii) 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, its Subsidiaries or Affiliates; or (B) BuyerAdministrative Agent’s sole good faith determination to enter into this Agreement or Transactions or Purchase Price Increases with such party, then such breach shall constitute an immediate Event of Default and Sellers shall have no cure right hereunder).

Breach of Non-Financial Representation or Covenant. A breach by any Seller 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), if such ) breach is not cured within ten five (105) Business Days of each Seller’s or Guarantor’s knowledge thereof (other Days(other than the representations and warranties set forth in Schedule 1, which shall be considered solely for the purpose of determining the Asset Value, the existence of a Margin Deficit Market Value and the obligation to repurchase such Purchased Asset for the Release Price with respect to such Contributed REO Property, Contributed Rental Property or Contributed Mortgage Loan, as applicable, 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 good faith discretion to be materially false or misleading on a regular basis, or (iii) 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 partyany Seller, its Subsidiaries or Affiliates; or (B) Buyer’s sole good faith 's determination to enter into this Agreement or Transactions or Purchase Price Increases with such partyany Seller, then such breach shall constitute an immediate Event of Default and Sellers shall have no cure right hereunder); provided, however, that in the sole discretion of Buyer, the Sellers shall have up to ten (10) Business Days to cure such breach in the event that Buyer determines that (a) such breach is capable of being cured in such time period, (b) the related Seller is diligently working to cure such breach and is able to provide evidence thereof to the Buyer and (c) the breach will not have Material Adverse Effect on either Seller.