Document Deficiencies. If within sixty (60) days of the applicable Sale Date, the Custodian finds any document or documents constituting a part of a Mortgage File to be missing, mutilated, torn, damaged or defective on its face, the Custodian shall notify the Seller and the Purchaser of such fact in writing. The Seller shall then correct or cure the subject matter of such notice within one hundred eighty (180) days from the date of such notice. If (x) the Seller does not correct or cure the subject matter of such notice within such one hundred eighty day period and (y) such omission or defect relates to any document identified in Section 2.03(b)(i) - (iv), the Seller shall repurchase the related Defective Loan at the Repurchase Price. Upon receipt of the Repurchase Price, the Purchaser promptly shall release, or cause the Custodian to release, to the Seller the related Mortgage File, and shall also execute and deliver such instruments of transfer or assignment prepared by the Seller, in each case without recourse, as may be necessary to effectuate the transfer to the Seller of all right, title and interest of the Purchaser in and to each applicable Defective Loan.

Document Deficiencies. The Servicer shall have no obligations to (i) address or any deficiencies in Mortgage Loan documents transferred to it, (ii) seek any document missing from any assignments relating to the transfer of any Mortgage Loan to or from the Owner. The Servicer's responsibility is solely limited to notifying the Owner as to any missing or document deficiency it becomes aware of.

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Document Deficiencies. Following the Closing Date, the Seller agrees to exercise best efforts to cure (i) the document deficiencies identified on Exhibit 9 hereto with respect to the Mortgage Loans and (ii) any document deficiencies that arise following the Closing Date that are not identified on Exhibit 9. The Seller shall be responsible for all out of pocket costs and expenses incurred in connection with curing any such document deficiencies. The Seller agrees to designate sufficient personnel to assist in curing any such document deficiencies and to cooperate with the Trustees and Custodians in connection with tracking, identifying and curing same. In the event that the Purchaser incurs any such out of pocket costs, the Purchaser shall be reimbursed for such reasonable costs from the Hold Back Amount to the extent not recoverable under the related MBS Servicing Agreement, and, in the event that the Hold Back Amount is not sufficient to reimburse the Purchaser for the full amount of such costs, the Seller shall reimburse such amounts to the Purchaser. In the event that the Seller fails to cure any document deficiency specified on Exhibit 9 with respect to any Mortgage Loan within one hundred twenty (120) days following the Transfer Date, the Seller shall be required to indemnify the Purchaser for any losses related to the missing documentation as provided in Section 5.01 of this Agreement.

Document Deficiencies. If the team’s review reveals deficiencies in the applicant’s submitted documents, the Accreditation Team should negotiate resolution of the deficiencies. The team should be ready to offer suggestions on how to improve the product, but avoid “writing” the applicant’s manual. The

Document Deficiencies. Within forty-five (45) days following the applicable Transfer Date, the Subservicer shall deliver to Metropolitan, on behalf of the Owners, the list of servicing-related documents which have not been previously delivered to the Subservicer or its designee and shall notify Metropolitan, on behalf of the Owners, or any errors with respect to the reconciliation statement error, (a "Servicing Document Deficiency"). The Subservicer shall not have any responsibility to cure or correct any documentary or collateral defects with respect to any Custodial File, including but not limited to the preparation and recordation of Assignments of Mortgage. However, the Subservicer will not suspend its servicing of any Asset with a Servicing Document Deficiency and will notify Metropolitan, on behalf of the related Owners, of any such Servicing Document Deficiency within five (5) Business Days of Subservicer's determination that servicing of the Asset cannot continue without the missing documentation. In the event that Metropolitan or the related Owner does not cure the Servicing Document Deficiency within ten (10) Business Days of notification, the Subservicer shall attempt to cure such deficiency. Notwithstanding the foregoing, a Servicing Document Deficiency consisting of a mortgage or assignment thereof not being returned from the relevant recording office shall not be deemed to be a deficiency for which servicing shall be suspended with respect to an Asset. In the event that the Subservicer incurs any out-of-pocket costs in attempting to cure or correct such defects, the Subservicer shall be reimbursed for such costs by the related Owner.

Document Deficiencies. Following the Transfer Date, the Purchaser agrees to exercise reasonable and prudent efforts to assist the Seller in curing the document deficiencies identified on Exhibit 7 hereto with respect to the Mortgage Loans; provided that, the Purchaser shall not be responsible for any out of pocket costs incurred in connection with curing any such document deficiencies. The Purchaser agrees to designate sufficient personnel to assist in curing any such document deficiencies and to cooperate with the Trustees and Custodians in connection with tracking, identifying and curing same. In the event that the Purchaser incurs any such out of pocket costs, the Purchaser shall be reimbursed for such costs (up to a maximum of $25,000) from the Hold Back Amount as provided in Section 2.03(c) of this Agreement, and, in the event that the Hold Back Amount is not sufficient to reimburse the Purchaser for the full amount of such costs (up to a maximum of $25,000), the Seller shall reimburse such amounts to the Purchaser.

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Material Contract Defaults The Company is not in default in any material respect under the terms of any outstanding contract, agreement, lease, or other commitment which is material to the business, operations, properties, assets, or financial condition of either of them, and there is no event of default or other event which, with notice or lapse of time or both, would constitute a default in any material respect under any such contract, agreement, lease, or other commitment in respect of which the Company has not taken adequate steps to prevent such a default from occurring.
Payment Defaults Tenant shall fail to pay any installment of Rent or any other payment hereunder when due; provided, however, that Landlord will give Tenant notice and an opportunity to cure any failure to pay Rent within 3 days of any such notice not more than once in any 12 month period and Tenant agrees that such notice shall be in lieu of and not in addition to, or shall be deemed to be, any notice required by law.
Payment Default Borrower fails to (a) make any payment of principal or interest on any Credit Extension on its due date, or (b) pay any other Obligations within three (3) Business Days after such Obligations are due and payable (which three (3) Business Day grace period shall not apply to payments due on the Maturity Date or the date of acceleration pursuant to Section 9.1 (a) hereof). During the cure period, the failure to cure the payment default is not an Event of Default (but no Credit Extension will be made during the cure period);
Other Payment Default The Borrower shall default in the payment when and as due (whether at maturity, by reason of acceleration or otherwise) of interest on any Loan or Reimbursement Obligation or the payment of any other Obligation, and such default shall continue for a period of three (3) Business Days.
No Defaults; Violations No material default exists in the due performance and observance of any term, covenant or condition of any material license, contract, indenture, mortgage, deed of trust, note, loan or credit agreement, or any other agreement or instrument evidencing an obligation for borrowed money, or any other material agreement or instrument to which the Company is a party or by which the Company may be bound or to which any of the properties or assets of the Company is subject. The Company is not in violation of any term or provision of its Charter or by-laws, or in violation of any franchise, license, permit, applicable law, rule, regulation, judgment or decree of any Governmental Entity.
Material Contracts; Defaults (a) Other than as disclosed in the Company Reports filed prior to the date hereof or as set forth in Company Disclosure Schedule 3.13, neither Company nor any of its Subsidiaries is a party to, bound by or subject to any agreement, contract, arrangement, commitment or understanding (whether written or oral) (i) with respect to the employment of any directors, officers, employees or consultants, (ii) which would entitle any present or former director, officer, employee or agent of Company or any of its Subsidiaries to indemnification from Company or any of its Subsidiaries, (iii) the benefits of which will be increased, or the vesting of benefits of which will be accelerated, by the occurrence of any of the transactions contemplated by this Agreement, or the value of any of the benefits of which will be calculated on the basis of any of the transactions contemplated by this Agreement, (iv) which grants any right of first refusal, right of first offer or similar right with respect to any material assets or properties of Company and or Subsidiaries; (v) which provides for payments to be made by Company or any of its Subsidiaries upon a change in control thereof; (vi) which provides for the lease of personal property having a value in excess of $25,000 individually or $100,000 in the aggregate; (vii) which relates to capital expenditures and involves future payments in excess of $10,000 individually or $50,000 in the aggregate; (viii) which relates to the disposition or acquisition of assets or any interest in any business enterprise outside the ordinary course of Company’s business; (ix) which is not terminable on sixty (60) days or less notice and involving the payment of more than $25,000 per annum; or (x) which materially restricts the conduct of any business by Company of any of its Subsidiaries (collectively, “Material Contracts”). Company has previously delivered to Buyer true, complete and correct copies of each such document. (b) Neither Company nor any of its Subsidiaries is in default under any contract, agreement, commitment, arrangement, lease, insurance policy or other instrument to which it is a party, by which its assets, business, or operations may be bound or affected, or under which it or its assets, business, or operations receives benefits, and there has not occurred any event that, with the lapse of time or the giving of notice or both, would constitute such a default. No power of attorney or similar authorization given directly or indirectly by Company is currently outstanding.
Contracts; No Defaults (a) Part 3.17(a) of the Disclosure Letter contains a complete and accurate list, and Sellers have delivered to Buyer true and complete copies, of: (i) each Contract that involves performance of services or delivery of goods or materials by the Company of an amount or value in excess of $100,000. (ii) each Contract that involves performance of services or delivery of goods or materials to the Company of an amount or value in excess of $10,000: (iii) each current Insurance Policy; (iv) each Contract that was not entered into in the Ordinary Course of Business and that involves expenditures or receipts of the Company in excess of $10,000; (v) each lease, rental or occupancy agreement, license, installment and conditional sale agreement, and other Contract affecting the ownership of, leasing of, title to, use of, or any leasehold or other interest in, any real or personal property (except personal property leases and installment and conditional sales agreements having a value per item of less than $10,000, and having an aggregate value of all items having a value per item of less than $10,000 items not exceeding $50,000.00); (vi) each licensing agreement or other Contract with respect to patents, trademarks, copyrights, or other intellectual property, including agreements between the Company and current or former employees, consultants, or contractors regarding the appropriation or the non-disclosure of any of the Intellectual Property Assets; (vii) each collective bargaining agreement and other Contract to or with any labor union or other employee representative of a group of employees; (viii) each joint venture, partnership, and other Contract (however named) involving a sharing of profits, losses, costs, or liabilities by the Company with any other Person; (ix) each Contract containing covenants that in any way purport to restrict the business activity of the Company or limit the freedom of the Company to engage in any line of business or to compete with any Person; (x) each Contract providing for payments to or by any Person based on sales, purchases, or profits, other than direct payments for goods; (xi) each power of attorney that is currently effective and outstanding; (xii) each Contract entered into other than in the Ordinary Course of Business that contains or provides for an express undertaking by the Company to be responsible for consequential damages; (xiii) each Contract for capital expenditures in excess of $10,000; (xiv) each written warranty, guaranty, and or other similar undertaking with respect to contractual performance extended by the Company other than in the Ordinary Course of Business; and (xv) each amendment, supplement, and modification (whether oral or written) in respect of any of the foregoing, except for change orders which will have no material adverse effect to the Company;. (b) Part 3.17(b) of the Disclosure Letter is a work in progress schedule setting forth the total amount of each contract and certain information as reflected in the captions thereto.
No Event of Default No Default or Event of Default has occurred and is continuing.
No Material Defaults Neither the Company nor any of the Subsidiaries has defaulted on any installment on indebtedness for borrowed money or on any rental on one or more long-term leases, which defaults, individually or in the aggregate, would reasonably be expected to have a Material Adverse Effect. The Company has not filed a report pursuant to Section 13(a) or 15(d) of the Exchange Act since the filing of its last Annual Report on Form 10-K, indicating that it (i) has failed to pay any dividend or sinking fund installment on preferred stock or (ii) has defaulted on any installment on indebtedness for borrowed money or on any rental on one or more long-term leases, which defaults, individually or in the aggregate, would reasonably be expected to have a Material Adverse Effect.
No Material Deviation in Financial Statements All consolidated financial statements for Borrower and any of its Subsidiaries delivered to Bank fairly present in all material respects Borrower’s consolidated financial condition and Borrower’s consolidated results of operations. There has not been any material deterioration in Borrower’s consolidated financial condition since the date of the most recent financial statements submitted to Bank.

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