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 or the Guaranty, as applicable (and not otherwise specified in Section 15(f) above), if such breach is not cured within five (5) Business Days of Seller’s or any 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 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 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 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).
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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 or the Guaranty, as applicable (and not otherwise specified in Section 15(f) above)) or any other Program Agreement, if such breach is not cured within five (5) Business Days [***] following receipt of Seller’s or any Guarantor’s knowledge thereof written notice of such failure (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 Mortgage Loan) unless (i) such party a 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 Administrative Agent in its sole good faith discretion to be 57 LEGAL02/41216309v6 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 partythe Sellers, its Subsidiaries or Affiliatestaken as a whole; or (B) BuyerAdministrative Agent’s determination to enter into this Agreement or Transactions with such partythe Sellers, taken as a whole, then such breach shall constitute an immediate Event of Default and Seller Sellers shall have no cure right hereunder).
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Samples: Master Repurchase Agreement (Rocket Companies, Inc.)
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 or the Guaranty, as applicable (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 of Seller’s or any Guarantorsuch Seller Party’s knowledge thereof (other than the representations and warranties set forth in Schedule 1-A, Schedule 1-B and Schedule 1-C, 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 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 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, party or its Subsidiaries or Affiliates; or (B) BuyerAdministrative Agent’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).
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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 or the Guaranty, as applicable (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 of Seller’s or any Guarantorsuch Seller Party’s knowledge thereof (other than the representations and warranties set forth in Schedule 1-A, Schedule 1-B and Schedule 1-C, 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 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 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, party or its Subsidiaries or Affiliates; or (B) BuyerAdministrative Agent’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).
5.4 deleting subsection j. thereof in its entirety and replaced with the following:
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