Common use of Nature of Event Clause in Contracts

Nature of Event. An Event of Default shall exist if any one or more of the --------------- following occurs: (a) Borrower fails to make any payment of principal of or interest on any Note, or payment of any fee, expense or other amount due hereunder, under any of the Notes or under any other Loan Document, on or before the date such payment is due; (b) Borrower fails to observe or perform (i) any term, covenant or agreement set forth in Sections 2.3(b)(iii), 2.5, 6.13, 6.17, 6.19, or 6.20 or Section 7 (other than Sections 7.11, 7.12, 7.16, 7.18, and 7.14, which Section 7.14 is governed by Section 8.1(i) regarding payments of judgments), and (ii) any term, covenant or agreement set forth in Sections 6.22, 7.11, 7.12, 7.14, or 7.16, or 7.18 if such failure shall remain unremedied for 20 days, and (iii) any other term, covenant or agreement in this Agreement on its part to be performed or observed if the failure to perform or observe such other term, covenant or agreement shall remain unremedied for 20 days after written notice thereof shall have been given to Borrower by Agent or the Required Lenders; (c) Borrower fails to observe or perform any of the covenants or agreements contained in any other Loan Document, and (unless such default otherwise constitutes a Default pursuant to other provisions of this Section 8.1) such default continues unremedied beyond the expiration of any applicable grace period which may be expressly allowed under such other Loan Document; (d) any material statement, warranty or representation by or on behalf of Borrower contained in this Agreement, the Notes or any other Loan Document or any Borrowing Request, officer's certificate or other writing furnished in connection with this Agreement, proves to have been incorrect or misleading in any material respect as of the date made or deemed made; (e) Borrower fails to make when due or within any applicable grace period any payment on any Indebtedness with an unpaid principal balance of over $500,000; or any event or condition occurs under any provision contained in any such obligation or any agreement securing or relating to such obligation (or any other breach or default under such obligation or agreement occurs) if the effect thereof is to cause or permit the holder or trustee of such obligation to cause such obligation to become due prior to its stated maturity; or any such obligation becomes due (other than by regularly scheduled payments) prior to its stated maturity; or any of the foregoing occurs with respect to any one or more items of Indebtedness of Borrower with unpaid principal balances exceeding, in the aggregate, $500,000; (f) Borrower shall generally not pay its debts as they become due or shall admit in writing its inability to pay its debts, or shall make a general assignment for the benefit of creditors; (g) Borrower shall (i) apply for or consent to the appointment of a receiver, trustee, custodian, intervenor or liquidator of it or of all or a substantial part of its assets, (ii) file a voluntary petition in bankruptcy, (iii) file a petition or answer seeking reorganization or an arrangement with creditors or to take advantage of any Debtor Laws, (iv) file an answer admitting the material allegations of, or consent to, or default in answering, a petition filed against it in any bankruptcy reorganization or insolvency proceeding, or (v) take corporate action for the purpose of effecting any of the foregoing; (h) an involuntary petition or complaint shall be filed against Borrower seeking bankruptcy or reorganization of Borrower or the appointment of a receiver, custodian, trustee, intervenor or liquidator of Borrower, or all or substantially all of its assets, and such petition or complaint shall not have been dismissed within 60 days of the filing thereof; or an order, order for relief, judgment or decree shall be entered by any court of competent jurisdiction or other competent authority approving a petition or complaint seeking reorganization of Borrower or appointing a receiver, custodian, trustee, intervenor or liquidator of Borrower, or of all or substantially all of its assets; (i) Borrower fails within 30 days to pay, bond or otherwise discharge any final judgment or order for payment of money in excess of $250,000 or Borrower fails within 30 days to pay, bond or otherwise discharge final judgments or orders for payment of money which exceed in the aggregate $250,000, or Borrower fails within 30 days to timely appeal or pay, bond or otherwise discharge any judgments or orders for payment of money which exceed, in the aggregate, $250,000 and which Borrower may appeal; (j) any default or event of default occurs under any other Indebtedness of Borrower to any Lender; (k) any Person levies on, seizes or attaches all or any material portion of the assets of Borrower and within 30 days thereafter Borrower shall not have dissolved such levy or attachment, as the case may be, and, if applicable, regained possession of such seized assets; (l) an event or condition specified in Section 7.14 occurs or exists and, as a result of such event or condition, together with all other such events or conditions, Borrower or any Related Person incurs or is reasonably likely to incur a liability to a Plan, a participant or the PBGC (or any combination of the foregoing) that is material in relation to the financial position of Borrower; (m) any change in the senior management of Borrower shall occur or any reason other than death or disability; (n) Borrower shall cease to be an eligible seller or servicer under the FNMA Guide or the FHLMC Guide, or FNMA or FHLMC shall impose any sanctions upon or take any action to terminate or revoke any servicing of Borrower, or FNMA or FHLMC shall take any action to initiate the transfer of any servicing from Borrower to another Person (including, without limitation, the giving of notice to Borrower that it intends to terminate or transfer any servicing) or FNMA or FHLMC shall seek any judicial relief with respect to Borrower; (o) GNMA shall revoke or terminate any servicing of Borrower, or GNMA shall issue a letter of extinguishment under any GNMA guaranty agreement or GNMA shall notify Borrower that it intends to revoke or terminate any servicing of Borrower or issue a letter of extinguishment, or GNMA shall seek any judicial relief with respect to Borrower; (p) the Parent shall cease to own beneficially, of record and either directly or indirectly, 100% of the issued and outstanding shares of capital stock of Borrower, or any "person" or "group" (within the meaning of Sections 13(d) or 14(d)(2) of the Securities Exchange Act of 1934, as amended) shall become the "beneficial owner" (as defined in Rule 13d-3 under such act) of more than 50% of the total aggregate voting power of all classes of the voting stock of the Parent and/or warrants or options to acquire such stock, calculated on a fully diluted basis; or (q) any provision of this Agreement, the Notes or any other Loan Document shall for any reason cease to be in full force and effect, or be declared null and void or unenforceable in whole or in part; or the validity or enforceability of any such document shall be challenged or denied.

Nature of Event. An Event of Default shall exist if any one --------------- or more of the --------------- following occurs: (a) The Borrower fails to make any payment of principal of or interest on any the Note, or payment of any fee, expense or other amount due hereunder, under any of the Notes Note or under any other Loan Document, on or before the date such payment is due; (b) Borrower fails to observe or perform (i) any term, covenant or agreement set forth in Sections 2.3(b)(iii)2.4, 2.53.4, 6.13, 6.17, 6.196.20, or 6.20 6.21 or Section 7 ----------------------------------------- --------- (other than Sections 7.9 through 7.11, 7.12inclusive, Section 7.18 and Section 7.16, 7.18, and 7.14, ------------ ---- ------------ ------------ which Section 7.14 7.16 is governed by Section 8.1(i8.1(l)) regarding payments of judgments), and or (ii) any term, covenant or ------------ --------------- agreement set forth in Sections 6.22, 7.11, 7.12, 7.14, 7.9 through 7.11 or 7.16, or Section 7.18 if such failure ------------ ---- ------------ shall remain unremedied for 20 days, and or (iii) any other term, covenant or agreement in this Agreement on its part to be performed or observed if the failure to perform or observe such other term, covenant or agreement shall remain unremedied for 20 days after written notice thereof shall have been given to Borrower by Agent or the Required LendersBOIA; (c) the Borrower fails to observe or perform any of the covenants or agreements contained in any other Loan Document, and (unless such default otherwise constitutes a Default pursuant to other provisions of this Section 8.1) such default continues unremedied beyond the expiration of any ----------- applicable grace period which may be expressly allowed under such other Loan Document;; 209 (d) any material statement, warranty or representation by or on behalf of the Borrower contained in this Agreement, the Notes Note, the Security Agreement or any other Loan Document or any Borrowing Request, officer's certificate or other writing furnished in connection with this Agreement, proves to have been incorrect or misleading in any material respect as of the date made or deemed made;; or (e) Borrower fails to make when due or within any applicable grace period any payment on any Indebtedness with an unpaid principal balance of over $500,000500,000.00; or any event or condition occurs under any provision contained in any such obligation or any agreement securing or relating to such obligation (or any other breach or default under such obligation or agreement occurs) if the effect thereof is to cause or permit the holder or trustee of such obligation to cause such obligation to become due prior to its stated maturity; or any such obligation becomes due (other than by regularly scheduled payments) prior to its stated maturity; or any of the foregoing occurs with respect to any one or more items of Indebtedness of Borrower with unpaid principal balances exceeding, in the aggregate, $500,000500,000.00; (f) Borrower shall generally not pay its debts as they become due or shall admit in writing its inability to pay its debts, or shall make a general assignment for the benefit of creditors; (g) Borrower shall (i) apply for or consent to the appointment of a receiver, trustee, custodian, intervenor or liquidator of it or of all or a substantial part of its assets, (ii) file a voluntary petition in bankruptcy, (iii) file a petition or answer seeking reorganization or an arrangement with creditors or to take advantage of any Debtor Laws, (iv) file an answer admitting the material allegations of, or consent to, or default in answering, a petition filed against it in any bankruptcy reorganization or insolvency proceeding, or (v) take corporate action for the purpose of effecting any of the foregoing; (h) an any involuntary petition or complaint shall be filed against Borrower seeking bankruptcy or reorganization of Borrower or the appointment of a receiver, custodian, trustee, intervenor or liquidator of Borrower, or all or substantially all of its assets, and such petition or complaint shall not have been dismissed within 60 days of the filing thereof; or an order, order for relief, judgment or decree shall be entered by any court of competent jurisdiction or other competent authority approving a petition or complaint seeking reorganization of Borrower or appointing a receiver, custodian, trustee, intervenor or liquidator of Borrower, or of all or substantially all of its assets; (i) Borrower fails within 30 days to pay, bond or otherwise discharge any final judgment or order for payment of money in excess of $250,000 250,000.00 or Borrower fails within 30 days to pay, bond or otherwise discharge final judgments or orders for payment of money which exceed in the aggregate $250,000250,000.00, or Borrower fails within 30 days to timely appeal or 210 pay, bond or otherwise discharge any judgments or orders for payment of money which exceed, in the aggregate, $250,000 250,000.00 and which Borrower may appeal; (j) any default or event of default occurs under any other Indebtedness of Borrower to any LenderBOIA; (k) any Person levies on, seizes or attaches all or any material portion of the assets of Borrower and within 30 days thereafter Borrower shall not have dissolved such levy or attachment, as the case may be, and, if applicable, regained possession of such seized assets; (l) an event or condition specified in Section 7.14 7.16 occurs or ------------ exists and, as a result of such event or condition, together with all other such events or conditions, Borrower or any Related Person incurs or is reasonably likely to incur a liability to a Plan, a participant or the PBGC (or any combination of the foregoing) that is material in relation to the financial position of Borrower; (m) any change in the senior management of Borrower shall occur or any reason other than death or disabilityoccur; (n) Borrower shall cease to be an eligible seller or servicer under the FNMA Guide or the FHLMC Guide, or FNMA or FHLMC shall impose any sanctions upon or take any action to terminate or revoke any servicing of Borrower, or FNMA or FHLMC shall take any action to initiate the transfer of any servicing from Borrower to another Person (including, without limitation, the giving of notice to Borrower that it intends to terminate or transfer any servicing) or FNMA or FHLMC shall seek any judicial relief with respect to Borrower; (o) GNMA shall revoke or terminate any servicing of Borrower, or GNMA shall issue a letter of extinguishment under any GNMA guaranty agreement or GNMA shall notify Borrower that it intends to revoke or terminate any servicing of Borrower or issue a letter of extinguishment, or GNMA shall seek any judicial relief with respect to Borrower; (p) the Parent shall cease to own beneficially, of record and either directly or indirectly, 100% of the issued and outstanding shares of capital stock of Borrower, or any "person" or "group" (within the meaning of Sections 13(d) or 14(d)(2) of the Securities Exchange Act of 1934, as amended) shall become the "beneficial owner" (as defined in Rule 13d-3 under such act) of more than 50% of the total aggregate voting power of all classes of the voting stock of the Parent and/or warrants or options to acquire such stock, calculated on a fully diluted basis; or (qo) any provision of this Agreement, the Notes Note, the Security Agreement or any other Loan Document shall for any reason cease to be in full force and effect, or be declared null and void or unenforceable in whole or in part; or the validity or enforceability of any such document shall be challenged or denied.

Nature of Event. An Event of Default shall exist if --------------- any one or more of the --------------- following occurs: (a) The Borrower fails to make any payment of principal of or interest on any the Note, or payment of any fee, expense or other amount due hereunder, under any of the Notes Note or under any other Loan Document, on or before the date such payment is due; (b) the Borrower fails to observe or perform (i) any term, covenant or agreement set forth in Sections 2.3(b)(iii)2.4, 2.53.4, 6.136.9, 6.17, 6.19, 7.1 or 6.20 7.2 or Section 7 (other than Sections 7.11, 7.12, 7.16, 7.18, and 7.14, which Section 7.14 is governed by Section 8.1(i) regarding payments of judgments), and (ii) any term, covenant or agreement set forth in Sections 6.22, 7.11, 7.12, 7.14, or 7.16, or 7.18 if such failure shall remain unremedied for 20 days, and (iii) any ---------------------------------- other term, covenant or agreement in this Agreement on its part to be performed or observed if the failure to perform or observe such other term, covenant or agreement shall remain unremedied for 20 twenty (20) days after written notice thereof shall have been given to the Borrower by Agent or the Required LendersBank One; (c) the Borrower fails to observe or perform any of the covenants or agreements contained in any other Loan Document, and (unless such default otherwise constitutes a Default pursuant to other provisions of this Section 8.1) such default continues unremedied beyond the expiration of any ----------- applicable grace period which may be expressly allowed under such other Loan Document; (d) any material statement, warranty or representation by or on behalf of the Borrower contained in this Agreement, the Notes Note or any other Loan Document or any Borrowing Request, officer's certificate or other writing 204 furnished in connection with this Agreement, proves to have been incorrect or misleading in any material respect as of the date made or deemed made;; or (e) Borrower fails to make when due (whether or within any applicable grace period any payment on any Indebtedness with an unpaid principal balance of over $500,000; or any event or condition occurs under any provision contained in any such obligation or any agreement securing or relating to such obligation (or any other breach or default under such obligation or agreement occurs) if not the effect thereof is to cause or permit the holder or trustee of such obligation to cause such obligation to become due prior to its stated maturity; or any such obligation becomes due (other than by regularly scheduled payments) prior to its stated maturity; or any of the foregoing occurs with respect to any one or more items of Indebtedness of Borrower with unpaid principal balances exceeding, in the aggregate, $500,000; (f) Borrower shall generally not pay its debts as they become due or shall admit in writing its inability to pay its debts, or shall make a general assignment for the benefit of creditors; (g) Borrower shall (i) apply for or consent to the appointment of a receiver, trustee, custodian, intervenor or liquidator of it or of all or a substantial part of its assets, (ii) file a voluntary petition in bankruptcy, (iii) file a petition or answer seeking reorganization or an arrangement with creditors or to take advantage of any Debtor Laws, (iv) file an answer admitting the material allegations of, or consent to, or default in answering, a petition filed against it in any bankruptcy reorganization or insolvency proceeding, or (v) take corporate action for the purpose of effecting any of the foregoing; (h) an involuntary petition or complaint shall be filed against Borrower seeking bankruptcy or reorganization of Borrower or the appointment of a receiver, custodian, trustee, intervenor or liquidator of Borrower, or all or substantially all of its assets, and such petition or complaint shall not have been dismissed within 60 days of the filing thereof; or an order, order for relief, judgment or decree shall be entered by any court of competent jurisdiction or other competent authority approving a petition or complaint seeking reorganization of Borrower or appointing a receiver, custodian, trustee, intervenor or liquidator of Borrower, or of all or substantially all of its assets; (i) Borrower fails within 30 days to pay, bond or otherwise discharge any final judgment or order for payment of money in excess of $250,000 or Borrower fails within 30 days to pay, bond or otherwise discharge final judgments or orders for payment of money which exceed in the aggregate $250,000, or Borrower fails within 30 days to timely appeal or pay, bond or otherwise discharge any judgments or orders for payment of money which exceed, in the aggregate, $250,000 and which Borrower may appeal; (jLoan Agreement has terminated) any default or event Loan Agreement Event of default occurs under any other Indebtedness of Borrower to any Lender; (k) any Person levies on, seizes or attaches all or any material portion of the assets of Borrower and within 30 days thereafter Borrower shall not have dissolved such levy or attachment, as the case may be, and, if applicable, regained possession of such seized assets; (l) an event or condition specified in Section 7.14 occurs or exists and, as a result of such event or condition, together with all other such events or conditions, Borrower or any Related Person incurs or is reasonably likely to incur a liability to a Plan, a participant or the PBGC (or any combination of the foregoing) that is material in relation to the financial position of Borrower; (m) any change in the senior management of Borrower shall occur or any reason other than death or disability; (n) Borrower shall cease to be an eligible seller or servicer under the FNMA Guide or the FHLMC Guide, or FNMA or FHLMC shall impose any sanctions upon or take any action to terminate or revoke any servicing of Borrower, or FNMA or FHLMC shall take any action to initiate the transfer of any servicing from Borrower to another Person (including, without limitation, the giving of notice to Borrower that it intends to terminate or transfer any servicing) or FNMA or FHLMC shall seek any judicial relief with respect to Borrower; (o) GNMA shall revoke or terminate any servicing of Borrower, or GNMA shall issue a letter of extinguishment under any GNMA guaranty agreement or GNMA shall notify Borrower that it intends to revoke or terminate any servicing of Borrower or issue a letter of extinguishment, or GNMA shall seek any judicial relief with respect to Borrower; (p) the Parent shall cease to own beneficially, of record and either directly or indirectly, 100% of the issued and outstanding shares of capital stock of Borrower, or any "person" or "group" (within the meaning of Sections 13(d) or 14(d)(2) of the Securities Exchange Act of 1934, as amended) shall become the "beneficial owner" (as defined in Rule 13d-3 under such act) of more than 50% of the total aggregate voting power of all classes of the voting stock of the Parent and/or warrants or options to acquire such stock, calculated on a fully diluted basis; or (q) any provision of this Agreement, the Notes or any other Loan Document shall for any reason cease to be in full force and effect, or be declared null and void or unenforceable in whole or in part; or the validity or enforceability of any such document shall be challenged or deniedDefault occurs.

Nature of Event. An Event of A Default shall exist if any one or more of --------------- the --------------- following occurs: (a) Borrower fails to make any payment of principal of or interest on any Note, or payment of any fee, expense or other amount due hereunder, under any of the Notes Note or under any other Loan Document, on or before the date such payment is due; (b) Default is made in the due observance or performance by Borrower fails to observe of any of the other covenants or perform (i) any term, covenant or agreement set forth in Sections 2.3(b)(iii), 2.5, 6.13, 6.17, 6.19, or 6.20 or Section 7 (other than Sections 7.11, 7.12, 7.16, 7.18, and 7.14, which Section 7.14 is governed by Section 8.1(i) regarding payments agreements of judgments), and (ii) any term, covenant or agreement set forth in Sections 6.22, 7.11, 7.12, 7.14, or 7.16, or 7.18 if such failure shall remain unremedied for 20 days, and (iii) any other term, covenant or agreement Borrower contained in this Agreement on its part or in any Loan Document; provided, however, with respect to such defaults other those specified in Sections 8.01(a), 8.01(c) through --------------------------------- 8.01(k), 8.01(p), 8.01(q) and 8.01(s) through 8.01(y) (for which no notice ------- ---------------- ------- ------- and opportunity to cure shall be performed or observed if the failure to perform or observe available unless such other termopportunity is specifically provided in such individual sections), covenant or agreement Borrower shall remain unremedied for 20 have thirty (30) days after written notice thereof shall have been given of default from Bank within which to Borrower by Agent or the Required Lenderscure such default; (c) Borrower fails to observe or perform any of the covenants or agreements contained in any other Loan Document, and (unless such default otherwise constitutes a Default pursuant to other provisions of this Section 8.1) such default continues unremedied beyond the expiration of any applicable grace period which may be expressly allowed under such other Loan Document; (d) any material Any statement, warranty or representation by or on behalf of Borrower contained in this Agreement, the Notes Agreement or any other Loan Document or any Borrowing Request, officer's certificate or other writing furnished in connection with this Agreement, proves to have been incorrect or misleading in any material respect as of the date made or deemed mademade and constitutes a Material Adverse Effect; (e) Borrower fails to make when due or within any applicable grace period any payment on any Indebtedness with an unpaid principal balance of over $500,000; or any event or condition occurs under any provision contained in any such obligation or any agreement securing or relating to such obligation (or any other breach or default under such obligation or agreement occurs) if the effect thereof is to cause or permit the holder or trustee of such obligation to cause such obligation to become due prior to its stated maturity; or any such obligation becomes due (other than by regularly scheduled payments) prior to its stated maturity; or any of the foregoing occurs with respect to any one or more items of Indebtedness of Borrower with unpaid principal balances exceeding, in the aggregate, $500,000; (f) Borrower shall generally not pay its debts as they become due or shall admit in writing its inability to pay its debts, or shall make a general assignment for the benefit of creditors; (gf) Borrower shall (i) apply for or consent to the appointment of a receiver, trustee, custodian, intervenor or liquidator of it Borrower or of all or a substantial part of its Borrower's assets, (ii) file a voluntary petition in bankruptcy, (iii) make a general assignment for the benefit of creditors, (iv) file a petition or answer seeking reorganization or an arrangement with creditors or to take advantage of any Debtor Lawsbankruptcy or insolvency laws, (ivv) file an answer admitting the material allegations of, or consent to, or default in answering, a petition filed against it Borrower in any bankruptcy bankruptcy, reorganization or insolvency proceeding, (vi) allow any of its assets to be attached or seized, or (vvi) take corporate action for the purpose of effecting any of the foregoing; (hg) an An involuntary petition or complaint shall be filed against Borrower seeking bankruptcy or reorganization of Borrower or the appointment of a receiver, custodian, trustee, intervenor or liquidator of Borrower, or all or substantially all of its Borrower's assets, and such petition or complaint shall not have been dismissed within 60 sixty (60) days of the filing thereof; or an order, order for relief, judgment or decree shall be entered by any court of competent jurisdiction or other competent authority approving a petition or complaint seeking reorganization of Borrower borrower or appointing a receiver, custodian, trustee, intervenor or liquidator of Borrower, or of all or substantially all of its Borrower's assets; (ih) Borrower fails within 30 days to pay, bond or otherwise discharge any final judgment or order for payment of money in excess of $250,000 or Borrower fails within 30 days to pay, bond or otherwise discharge final judgments or orders for payment of money which exceed in the aggregate $250,000, or Borrower fails within 30 days to timely appeal or pay, bond or otherwise discharge any judgments or orders for payment of money which exceed, in the aggregate, $250,000 and which Borrower may appeal; (j) any Any default or event of default occurs shall occur under any other Indebtedness of Borrower to the Bank; (i) The failure of Borrower to pay any Lendermoney judgment against Borrower; (j) The failure to have discharged any levy on, seizure, attachment, sequestration, or similar proceedings against any of Borrower's assets; (k) Bank's security interests in any Person levies on, seizes or attaches all or any material portion of the assets of Borrower and within 30 days thereafter Borrower shall not have dissolved such levy Mortgage Collateral should become unenforceable, or attachment, as the case may be, and, if applicable, regained possession of such seized assetscease to be first priority security interests; (l) an event A Reportable Event or condition specified in Section 7.14 occurs or exists and, as a result of such event or condition, together Prohibited Transaction shall have occurred with all other such events or conditions, Borrower or any Related Person incurs or is reasonably likely to incur a liability respect to a Plan, Plan which could have a participant or the PBGC (or any combination of the foregoing) that is material in relation to the financial position of BorrowerMaterial Adverse Effect; (m) any change A notice of intent to terminate a Plan under a "distress termination" as described in Section 4041(c) of ERISA shall be filed which could, in the senior management opinion of Borrower shall occur or any reason other than death or disabilitythe Bank, have a Material Adverse Effect; (n) The Plan administrator or Borrower shall cease to be an eligible seller or servicer under receive a notice that the FNMA Guide or the FHLMC Guide, or FNMA or FHLMC shall impose any sanctions upon or take any action PBGC has instituted proceedings to terminate a Plan or revoke any servicing of Borrower, or FNMA or FHLMC shall take any action appoint a trustee to initiate the transfer of any servicing from Borrower to another Person (including, without limitation, the giving of notice to Borrower that it intends to terminate or transfer any servicing) or FNMA or FHLMC shall seek any judicial relief with respect to Borroweradminister a Plan; (o) Borrower or any ERISA Affiliate of Borrower shall withdraw from a multiemployer Plan and the Bank shall determine that such withdrawal could have a Material Adverse Effect; (p) Any provision of any Loan Document shall for any reason cease to be in full force and effect or be declared null and void or unenforceable in whole or in part, or the validity or enforceability of any such document shall be challenged or denied; (q) Any change of the office of president of Borrower shall occur without the prior written consent of the Bank; (r) The occurrence of a Material Adverse Effect; (s) The disqualification of Borrower to act as an approved FHA, FNMA or GNMA (if Borrower has been approved by GNMA as a servicer) mortgagee, or a lender under the VA loan guaranty program; (t) If Borrower has been approved by GNMA as a servicer, GNMA shall revoke or terminate any servicing of Borrower, or GNMA shall issue a letter of extinguishment under any GNMA guaranty agreement or GNMA shall notify Borrower that it intends to revoke or terminate any servicing of Borrower or issue a letter of extinguishmentagreement, or GNMA shall seek any judicial relief with respect relief; (u) Borrower shall cease to be an eligible seller or servicer under any FNMA guide, or FNMA shall impose any sanctions upon or terminate or revoke any servicing of Borrower, or FNMA shall initiate any transfer of servicing from Borrower to another Person, or FNMA shall seek any judicial relief; (v) If Borrower has been approved by GNMA as a servicer, GNMA shall send any notice to the Borrower that GNMA intends to or will revoke or terminate any servicing of the Borrower or issue a letter of extinguishment and such notification is not withdrawn within thirty (30) days of receipt by Borrower; (pw) the Parent Borrower shall cease receive notice that FNMA intends to own beneficially, or will terminate or transfer any servicing and such notice is not withdrawn by FNMA within thirty (30) days of record and either directly receipt by Borrower; (x) If any property of Borrower is seized or indirectly, 100attached; and (y) If more than 35% of the issued stock (on an individual or cumulative basis) in Borrower is sold, transferred or conveyed to or by any party without the prior written consent of the Bank. Upon the occurrence of an Event of Default described in Section 8.01(f) or (g), ---------------------- all of the Obligations shall thereupon be immediately due and outstanding shares payable, without presentment, demand, protest, notice of capital stock protest, declaration or notice of Borroweracceleration or intention to accelerate, or any "person" other notice or "group" (within declaration of any kind, all of which are hereby expressly waived by Borrower and each Related Person. Upon the meaning occurrence of Sections 13(d) or 14(d)(2) any other Event of the Securities Exchange Act of 1934Default, as amended) shall become the "beneficial owner" (as defined in Rule 13d-3 under such act) of more than 50% of the total aggregate voting power of all classes of the voting stock of the Parent and/or warrants or options Bank, at any time and from time to acquire such stock, calculated on a fully diluted basis; or (q) any provision of this Agreement, the Notes time may without notice to Borrower or any other Loan Document person declare any or all of the Obligations immediately due and payable, and all such Obligations shall for any reason cease thereupon be immediately due and payable, without presentment, demand, protest, notice of protest, notice of acceleration or of intention to be in full force and effectaccelerate, or be declared null and void any other notice or unenforceable in whole or in part; or the validity or enforceability declaration of any kind, all of which are hereby expressly waived by Borrower and each Related Person. After any such document acceleration Bank shall be challenged have no obligation to make any further Advances or deniedloans of any kind under any agreement with any Related Person.

Nature of Event. An “Event of Default Default” shall exist if any one or more of the --------------- following occurs: (a) the Borrower fails (i) to make any payment of principal of or interest on any Noteof the Notes when due, or (ii) to make any payment within two (2) Business Days after the date when due, of any fee, expense or other amount due hereunder, under any of the Notes or under any other Loan DocumentTransaction Document or, on so long as the Servicer is one of the Originators, the Servicer fails to make any payment or before the date such payment is deposit to be made by it under this Agreement when due;; or (b) Borrower the Borrower, any one of the Originators or, so long as the Servicer and one of the Originators are the same entity, the Servicer fails to observe or perform (i) to keep or perform any term, covenant or agreement set forth contained in Sections 2.3(b)(iii), 2.5, 6.13, 6.17, 6.19, or 6.20 or Section 7 this Agreement (other than Sections 7.11, 7.12, 7.16, 7.18, as referred to in Section 8.1(a)) and 7.14, which Section 7.14 is governed by Section 8.1(i) regarding payments such failure continues unremedied beyond the expiration of judgments), and (ii) any term, applicable grace or notice period that may be expressly provided for in such covenant or agreement set forth in Sections 6.22or, 7.11, 7.12, 7.14, if no grace or 7.16, or 7.18 if such failure shall remain unremedied notice period is provided for 20 days, and (iii) any other term, covenant or agreement in this Agreement on its part to be performed or observed if the failure to perform or observe such other term, covenant or agreement shall remain unremedied for 20 ten days after written notice thereof thereof, provided, however, that no grace or notice period shall have been given to Borrower by Agent or the Required Lenders;be permitted for any breach of Section 6.24(b), Section 7.16, Section 7.17, Section 7.18 and/or Section 7.19; or (c) Borrower fails to observe the Borrower, any one of the Originators, the Servicer (so long as the Servicer and one of the Originators are the same entity) or perform the Performance Guarantor defaults in the due observance or performance of any of the covenants or agreements contained in any Transaction Document other Loan Documentthan this Agreement, and (unless such default otherwise constitutes a Default or an Event of Default pursuant to other provisions of this Section 8.1) such default continues unremedied beyond the expiration of any applicable grace or notice period which that may be expressly allowed under provided for in such other Loan Document;Transaction Document (or, if no grace or notice is provided, for ten days after written notice thereof); or (d) any material statement, warranty or representation by or on behalf of Borrower the Borrower, any one of the Originators, the Servicer (so long as the Servicer and one of the Originators are the same entity) or the Performance Guarantor contained in this Agreement, the Notes or any other Loan Transaction Document or any Borrowing Request, officer's ’s certificate or other writing furnished in connection with this Agreement, proves to have been incorrect or misleading in any material respect as of the date made or deemed made;; or (ei) in the case of the Borrower, the Borrower fails to make when due or within any applicable grace period any payment on any other Indebtedness with an unpaid principal balance or, in the case of the Originators, the Servicer and the Performance Guarantor, any one of the Originators, the Servicer (so long as the Servicer and one of the Originators are the same entity) or the Performance Guarantor fails to make when due or within any applicable grace period any payment on any other Indebtedness with an unpaid principal balance of over $500,0005,000,000.00 with respect to each Originator, the Servicer and the Performance Guarantor; or (ii) any event or condition occurs under any provision contained in any such obligation or any agreement securing or relating to such obligation (or any other breach or default under such obligation or agreement occurs) if the effect thereof is to cause or permit with the giving of notice or lapse of time or both the holder or trustee of such obligation to cause such obligation to become due prior to its stated maturity; or (iii) any such obligation becomes due (other than by regularly scheduled payments) prior to its stated maturity; or (iv) in the case of the Borrower, any of the foregoing occurs with respect to any one or more items of Indebtedness with an unpaid principal balance, or, in the case of Borrower each of the Originators, the Servicer (so long as the Servicer and one of the Originator are the same entity) or the Performance Guarantor, any of the foregoing occurs with respect to any one or more items of Indebtedness with unpaid principal balances exceeding, in the aggregate, $500,000;5,000,000.00 with respect to each Originator, the Servicer and the Performance Guarantor; or (f) Borrower the Borrower, any of the Originators, the Servicer (so long as the Servicer and one of the Originators are the same entity) or the Performance Guarantor generally shall generally not pay its debts as they become due or shall admit in writing its inability to pay its debts, or shall make a general assignment for the benefit of creditors;; or (g) Borrower the Borrower, any of the Originators, the Servicer (so long as the Servicer and one of the Originators are the same entity) or the Performance Guarantor shall (i) apply for or consent to the appointment of a receiver, trustee, custodian, intervenor or liquidator of it or of all or a substantial part of its assets, (ii) file a voluntary petition in bankruptcy, (iii) file a petition or answer seeking reorganization or an arrangement with creditors or to take advantage of any Debtor Laws, (iv) file an answer admitting the material allegations of, or consent to, or default in answering, a petition filed against it in any bankruptcy bankruptcy, reorganization or insolvency proceeding, or (v) take corporate action for the purpose of effecting any of the foregoing;; or (h) an involuntary petition or complaint shall be filed against Borrower the Borrower, any of the Originators, the Servicer (so long as the Servicer and one of the Originators are the same entity) or the Performance Guarantor seeking bankruptcy or reorganization of Borrower the Borrower, any of the Originators, the Servicer or the Performance Guarantor or the appointment of a receiver, custodian, trustee, intervenor or liquidator of the Borrower, any of the Originators, the Servicer or the Performance Guarantor, or all or substantially all of its assetsthe assets of either the Borrower, any of the Originators, the Servicer or the Performance Guarantor, and such petition or complaint shall not have been dismissed within 60 days of the filing thereof; or an order, order for relief, judgment or or, decree shall be entered by any court of competent jurisdiction or other competent authority approving a petition or complaint seeking reorganization of Borrower the Borrower, any of the Originators, the Servicer (so long as the Servicer and one of the Originators are the same entity) or the Performance Guarantor or appointing a receiver, custodian, trustee, intervenor or liquidator of the Borrower, any of the Originators, the Servicer or the Performance Guarantor, or of all or substantially all of its assets;assets of the Borrower, any of the Originators, the Servicer or the Performance Guarantor; or (i) in the case of the Borrower, the Borrower fails shall fail within 30 days to pay, bond or otherwise discharge any final judgment or order for payment of money, or, in the case of the Originators, the Servicer and the Performance Guarantor, any of the Originators, the Servicer (so long as the Servicer and one of the Originators are the same entity) or the Performance Guarantor shall fail within 30 days to pay, bond or otherwise discharge any final judgment or order for payment of money in excess of $250,000 5,000,000.00; or Borrower fails any of the Originators, the Servicer (so long as the Servicer and one of the Originators are the same entity) or the Performance Guarantor shall fail within 30 days to pay, bond or otherwise discharge final judgments or orders for payment of money which exceed in the aggregate $250,0005,000,000.00; or in the case of the Borrower, the Borrower shall fail within 30 days to timely appeal or pay, bond or otherwise discharge any judgments or order for payment which the Borrower may appeal, or Borrower fails in the case of the Originators, the Servicer and the Performance Guarantor, any of the Originators, the Servicer (so long as the Servicer and one of the Originators are the same entity) or the Performance Guarantor shall fail within 30 days to timely appeal or pay, bond or otherwise discharge any judgments or orders for payment of money which exceed, in the aggregate, $250,000 5,000,000.00 and which Borrower any of the Originators, the Servicer or the Performance Guarantor may appeal;; or (j) any default or event of default occurs under any other Indebtedness of Borrower to any Lender; (k) any Person levies shall levy on, seizes seize or attaches attach all or any material portion of the assets of Borrower the Borrower, any of the Originators, the Servicer (so long as the Servicer and one of the Originators are the same entity) or the Performance Guarantor and within 30 thirty (30) days thereafter Borrower the Borrower, the related Originators, the Servicer or the Performance Guarantor shall not have dissolved such levy or attachment, as the case may be, and, if applicable, regained possession of such seized assets;; or (lk) if an event or condition specified in Section 7.14 occurs or exists and, as a result of such event or condition, together with all other such events or conditions, Borrower or any Related Person incurs or is reasonably likely to incur a liability to a Plan, a participant or the PBGC (or any combination of the foregoing5.3(b) that is material in relation to the financial position of Borrower; (m) any change in the senior management of Borrower shall occur or any reason other than death or disability;exist; or (nl) Borrower shall cease to be an eligible seller or servicer under any of the FNMA Guide Originators or the FHLMC GuideServicer (so long as the Servicer and one of the Originators are the same entity) becomes ineligible to originate, sell or service Mortgage Loans to Xxxxxx Xxx, Xxxxxxx Mac or Xxxxxx Mae, or FNMA Xxxxxx Xxx, Xxxxxxx Mac or FHLMC Xxxxxx Mae shall impose any sanctions upon or take any action to terminate or revoke any servicing rights of Borrowerthe Servicer (so long as the Servicer is one of the Originators) or any of the Originators; or (m) if (x) any Governmental Authority cancels an Originator’s right to be either a seller or servicer of such Governmental Authority’s insured or guaranteed Mortgage Loans or mortgage-backed securities, or FNMA or FHLMC shall take (y) any action to initiate the transfer of Approved Investor cancels for cause any servicing or underwriting agreement between any of the Originators and such Approved Investor or (z) any of the Originators receive notice from Borrower to another Person (including, without limitation, the giving of notice to Borrower a Governmental Authority that it such Governmental Authority intends to terminate revoke an Originator’s right to be a seller or transfer servicer of such Governmental Authority’s insured or guaranteed Mortgage Loans or mortgaged-backed securities and such notice is not withdrawn within ten days of the receipt thereof; or (n) failure of the Borrower or any servicingof the Originators to correct an imbalance in any escrow account established with the Borrower or the related Originators as either an originator, purchaser or servicer of Mortgage Loans, which imbalance may have a Material Adverse Effect, within two (2) Business Days after demand by any beneficiary of such account or FNMA or FHLMC shall seek any judicial relief with respect to Borrower;by the Administrative Agent; or (o) GNMA shall revoke or terminate failure of any servicing of Borrower, or GNMA shall issue a letter of extinguishment under any GNMA guaranty agreement or GNMA shall notify Borrower that it intends to revoke or terminate any servicing of Borrower or issue a letter of extinguishment, or GNMA shall seek any judicial relief with respect to Borrower; (p) the Parent shall cease to own beneficially, of record and either directly or indirectly, 100% of the issued and outstanding shares Originators or the Servicer to meet, at all times, the minimum net worth requirements of capital stock of BorrowerXxxxxx Xxx, Xxxxxxx Mac or any "person" Xxxxxx Mae as an originator, seller or "group" (within the meaning of Sections 13(d) or 14(d)(2) of the Securities Exchange Act of 1934servicer, as amended) shall become the "beneficial owner" (as defined in Rule 13d-3 under such act) of more than 50% of the total aggregate voting power of all classes of the voting stock of the Parent and/or warrants or options to acquire such stock, calculated on a fully diluted basisapplicable; or (qp) any provision of this Agreement, the Notes or any other Loan Transaction Document shall for any reason cease to be in full force and effect, or be declared null and void or unenforceable in whole or in part; or the validity or enforceability of any such document shall be challenged or denied.; or (q) a “change in control,” with respect to the ownership of the Performance Guarantor shall have occurred (and as used in this subparagraph, the term “change in control” shall mean an acquisition by any Person, partnership or group, as defined under the Securities Exchange Act of 1934, as amended, of a direct or indirect beneficial ownership of 10% or more of the then-outstanding voting stock of the Performance Guarantor); or the Performance Guarantor shall cease at any time to own, directly or indirectly, at least 90% of each class of the outstanding capital stock of or at least 90% of all of the membership interests in, as applicable, each Originator; or (r) the total Collateral Value of all Eligible Mortgage Collateral shall be less than the Principal Debt, at any time, and the Borrower shall fail either to provide additional Eligible Mortgage Collateral with a sufficient Collateral Value, or to pay Principal Debt, in an amount sufficient to correct the deficiency within the time period set forth in Section 2.5(b); or (s) if, as a result of the Borrower’s failure to obtain and deliver to the Collateral Agent, Principal Mortgage Documents as required by Section 2.3(c), the Administrative Agent shall determine that the continuation of such condition may have a Material Adverse Effect on the Borrower or the Lenders; or (t) there shall have occurred any event that adversely affects the enforceability or collectability of any significant portion of the Mortgage Loans or the Take-Out Commitments (provided that to the extent such event gives rise to an obligation by any of the Originators to repurchase such Mortgage Loans pursuant to the Repurchase Agreement and such Originator does so repurchase in accordance with the provisions of the Repurchase Agreement, no Event of Default shall occur under this Section 8.1(t)) or there shall have occurred any other event that adversely affects the ability of the Borrower, the Servicer or the Collateral Agent to collect a significant portion of Mortgage Loans or Take-Out Commitments or the ability of the Borrower or, so long as the Servicer and one of the Originators are the same entity, the Servicer to perform hereunder or a Material Adverse Effect has occurred in the financial condition or business of the Borrower since inception or, so long as the Servicer and one of the Originators are the same entity, the Servicer since February 28, 2003; or (u) (i) any litigation (including, without limitation, derivative actions), arbitration proceedings or governmental proceedings not disclosed in writing by the Borrower to the Lenders, the Administrative Agent and the Managing Agents prior to the date of execution and delivery of this Agreement is pending against the Borrower or any Affiliate thereof, or (ii) any development not so disclosed has occurred in any litigation (including, without limitation, derivative actions), arbitration proceedings or governmental proceedings so disclosed, which, in the case of either clause (i) and/or (ii), in the opinion of the Administrative Agent, could reasonably be expected to have a Material Adverse Effect or impair the ability of the Borrower, any of the Originators, the Servicer or the Performance Guarantor to perform its obligations under this Agreement or any other Transaction Document; or (v) the Internal Revenue Service shall file notice of a lien pursuant to Section 6323 of the Code with regard to any of the assets of the Borrower, any of the Originators or the Servicer (so long as the Servicer and any one of the Originators are the same entity) and such lien shall not have been released within thirty days, or the PBGC shall, or shall indicate its intention to, file notice of a lien pursuant to Section 4068 of ERISA with regard to any of the assets of the Borrower, any of the Originators, or the Servicer (so long as the Servicer and any one of the Originators are the same entity) or the Performance Guarantor and as to each of the Originators; or (w) [Reserved]; or (x) a successor Collateral Agent shall not have been appointed and accepted such appointment within 180 days after the retiring Collateral Agent shall have given notice of resignation pursuant to Section 4.4 of the Collateral Agreement; or

Nature of Event. An Event of Default shall exist if any one or more of the --------------- following occurs: (a) Borrower fails The Company and the applicable Co-Borrowers fail to make any payment of (i) principal of or interest on any NoteNote on the Drawdown Termination Date, (ii) except as provided in immediately preceding clause (i), principal on any Note in accordance with Section 2.06 within one (1) Business Day of when required to be paid to Agent or payment of any fee, expense Lender pursuant to this Agreement or other amount due hereunder, under any of the Notes or under any other Loan Document, or (iii) interest on any Note or before any fee or other amount required to be paid to Agent or any Lender pursuant to this Agreement or any other Loan Document within five (5) calendar days after notice of such failure is given by Agent to the date such payment is dueCompany and the applicable Co-Borrowers; (b) Borrower fails to observe Default is made in any of the covenants contained in Section 6.13, 6.14 or perform 6.15 and such default continues unremedied for ten (i10) calendar days; (c) Default is made in the due observance or performance by the Company and the applicable Co-Borrowers or any term, Restricted Subsidiaries of any other covenant or agreement set forth in Article VI (excluding Sections 2.3(b)(iii), 2.5, 6.13, 6.17, 6.19, or 6.20 6.14 and 6.15) or Section 7 5.01 and such default continues unremedied for thirty (other than Sections 7.11, 7.12, 7.16, 7.18, 30) calendar days; (d) Default is made in the due observance or performance by the Company and 7.14, which Section 7.14 is governed by Section 8.1(i) regarding payments the applicable Co-Borrowers or any Restricted Subsidiaries of judgments), and (ii) any term, covenant or agreement set forth in Sections 6.22, 7.11, 7.12, 7.14, any Loan Document (other than as referred to in subsections (a) (b) or 7.16, or 7.18 if such failure shall remain unremedied for 20 days, and (iii) any other term, covenant or agreement in this Agreement on its part to be performed or observed if the failure to perform or observe such other term, covenant or agreement shall remain unremedied for 20 days after written notice thereof shall have been given to Borrower by Agent or the Required Lenders; (c) Borrower fails to observe or perform any of the covenants or agreements contained in any other Loan Document, above) and (unless such default otherwise constitutes a Default pursuant to other provisions of this Section 8.1) such default continues unremedied beyond for thirty (30) calendar days after notice of such default is given by Agent to the expiration of any Company and the applicable grace period which may be expressly allowed under such other Loan DocumentCo-Borrowers; (de) any material statement, Any (i) warranty or representation by or on behalf of Borrower the Company and the applicable Co-Borrowers contained in this Agreement, the Notes or any other Loan Document or in any Borrowing Request, officer's certificate or other writing furnished in connection with this Agreementborrowing request, proves to have been incorrect or misleading misleading, in any case in any material respect as of the date made or deemed made or (ii) written statement by or on behalf of the Company or the applicable Co-Borrowers contained in any Loan Document or in any borrowing request, proves to have been incorrect or misleading, in any case in any material respect as of the date made or deemed made; provided that if, in the reasonable judgment of the Agent, the statement was the result of an unintentional error or mistake in business judgment or transcription, or of ordinary negligence, and the Company or the applicable Co-Borrower corrects the statement on or before 5 calendar days after notice of the error from the Agent, then such incorrect or misleading statement will not be a Default or an Event of Default; (ef) Any Borrower or any Restricted Subsidiary: (i) suffers the entry against it of a judgment, decree or order for relief by a court of competent jurisdiction in an involuntary proceeding commenced under any applicable bankruptcy, insolvency or other similar law of any jurisdiction now or hereafter in effect, including the federal Bankruptcy Code, as from time to time amended, or has any such proceeding commenced against it which remains undismissed for a period of ninety (90) calendar days; or (ii) commences a voluntary case under any applicable bankruptcy, insolvency or similar law now or hereafter in effect, including the federal Bankruptcy Code, as from time to time amended; or applies for or consents to the entry of any order for relief in an involuntary case under any such law; or makes a general assignment for the benefit of creditors; or fails generally to pay (or admits in writing its inability to pay) its debts as such debts become due; or takes partnership action, corporate action or other action to authorize any of the foregoing; or (iii) suffers the appointment of or taking possession by a receiver, liquidator, assignee, custodian, trustee, sequestrator, or similar official of all or a substantial part of its assets or of any part of the Mortgage Collateral in a proceeding brought against or initiated by it, and such appointment or taking possession is neither made ineffective nor discharged within ninety (90) calendar days after the making thereof, or such appointment or taking possession is it any time consented to, requested by, or acquiesced to by it; or (iv) suffers the entry against it of a final judgment for the payment of money in excess of $1,000,000 (not covered by insurance satisfactory to Agent in its discretion), unless (A) the same is discharged within thirty (30) calendar days after the date thereof or no less than five (5) days prior to any proposed sale thereunder, or (B) an appeal or appropriate proceeding for review thereof is taken within such period and a stay of execution pending such appeal is obtained; or (v) suffers a writ or warrant of attachment or any similar process to be issued by any court against all or any substantial part of its assets or any part of the Mortgage Collateral; provided, however, if any event set forth in this Section 7.01(f) occurs with respect to any Restricted Subsidiary, the occurrence of such event shall not constitute an Event of Default unless it could have a Material Adverse Effect; (g) The Company or any Restricted Subsidiary fails to make when due (whether by acceleration or otherwise) or within any applicable grace period (after giving effect to any applicable notice requirement), any payment due in an amount greater than $5,000,000 on any GAAP Indebtedness with an unpaid principal balance of over $500,000and Contingent Indebtedness (other than the Obligations) and such failure allows the holder thereof to accelerate such GAAP Indebtedness or Contingent Obligation; or any event or condition occurs under any provision contained in any agreement under which such obligation is governed, evidenced or any agreement securing or relating to such obligation secured (or any other material breach or default under such obligation or agreement occurs) if the effect thereof is to cause or permit the holder or trustee of such obligation to cause such obligation to become due prior to its stated maturity; or any such obligation becomes due (other than by regularly scheduled payments) prior to its stated maturity; or any of the foregoing occurs with respect to any one or more items of Indebtedness of Borrower with unpaid principal balances exceeding, in the aggregate, $500,000; (f) Borrower shall generally not pay its debts as they become due or shall admit in writing its inability to pay its debts, or shall make a general assignment for the benefit of creditors; (g) Borrower shall (i) apply for or consent to the appointment of a receiver, trustee, custodian, intervenor or liquidator of it or of all or a substantial part of its assets, (ii) file a voluntary petition in bankruptcy, (iii) file a petition or answer seeking reorganization or an arrangement with creditors or to take advantage of any Debtor Laws, (iv) file an answer admitting the material allegations of, or consent to, or default in answering, a petition filed against it in any bankruptcy reorganization or insolvency proceeding, or (v) take corporate action for the purpose of effecting any of the foregoing); (h) an involuntary petition or complaint shall be filed against Borrower seeking bankruptcy or reorganization of Borrower or the appointment of a receiver, custodian, trustee, intervenor or liquidator of Borrower, or all or substantially all of its assets, and such petition or complaint shall not have been dismissed within 60 days of the filing thereof; or an order, order for relief, judgment or decree shall be entered by any court of competent jurisdiction or other competent authority approving a petition or complaint seeking reorganization of Borrower or appointing a receiver, custodian, trustee, intervenor or liquidator of Borrower, or of all or substantially all of its assets; (i) Borrower fails within 30 days to pay, bond or otherwise discharge any final judgment or order for payment of money in excess of $250,000 or Borrower fails within 30 days to pay, bond or otherwise discharge final judgments or orders for payment of money which exceed in the aggregate $250,000, or Borrower fails within 30 days to timely appeal or pay, bond or otherwise discharge any judgments or orders for payment of money which exceed, in the aggregate, $250,000 and which Borrower may appeal; (j) any default or event of default occurs under any other Indebtedness of Borrower to any Lender; (k) any Person levies on, seizes or attaches all or any material portion of the assets of Borrower and within 30 days thereafter Borrower shall not have dissolved such levy or attachment, as the case may be, and, if applicable, regained possession of such seized assets; (l) an event or condition specified in Section 7.14 occurs or exists and, as a result of such event or condition, together with all other such events or conditions, Borrower or any Related Person incurs or is reasonably likely to incur a liability to a Plan, a participant or the PBGC (or any combination of the foregoing) that is material in relation to the financial position of Borrower; (m) any change in the senior management of Borrower shall occur or any reason other than death or disability; (n) Borrower shall cease to be an eligible seller or servicer under the FNMA Guide or the FHLMC Guide, or FNMA or FHLMC shall impose any sanctions upon or take any action to terminate or revoke any servicing of Borrower, or FNMA or FHLMC shall take any action to initiate the transfer of any servicing from Borrower to another Person (including, without limitation, the giving of notice to Borrower that it intends to terminate or transfer any servicing) or FNMA or FHLMC shall seek any judicial relief with respect to Borrower; (o) GNMA shall revoke or terminate any servicing of Borrower, or GNMA shall issue a letter of extinguishment under any GNMA guaranty agreement or GNMA shall notify Borrower that it intends to revoke or terminate any servicing of Borrower or issue a letter of extinguishment, or GNMA shall seek any judicial relief with respect to Borrower; (p) the Parent shall cease to own beneficially, of record and either directly or indirectly, 100% of the issued and outstanding shares of capital stock of Borrower, or any "person" or "group" (within the meaning of Sections 13(d) or 14(d)(2) of the Securities Exchange Act of 1934, as amended) shall become the "beneficial owner" (as defined in Rule 13d-3 under such act) of more than 50% of the total aggregate voting power of all classes of the voting stock of the Parent and/or warrants or options to acquire such stock, calculated on a fully diluted basis; or (q) any provision of this Agreement, the Notes or any other Any Loan Document shall for any reason cease to be in full force and effect, or be declared null and void or unenforceable in whole or in partpart as the result of any action initiated by any Person other than Agent or any Lender; or the validity or enforceability of any such document shall be challenged or denieddenied by any Person other than Agent or any Lender; or (i) A Change of Control occurs.

Nature of Event. An Event of Default shall exist if any one or more --------------- of the --------------- following occurs: (aA) Borrower fails to make any payment of principal of or interest on any Note, or payment of any fee, expense or other amount due hereunder, under any of the Notes or under any other Loan Document, on or before the date such payment is due; (bB) Borrower fails to observe or perform (i) any term, covenant or agreement set forth in Sections 2.3(b)(iiiSECTIONS 2.3(B)(III), 2.5, 6.13, 6.17, 6.196.20, 6.21 or 6.20 6.22 or Section SECTION 7 (other than Sections 7.11, SECTIONS 7.9 through 7.12, inclusive, SECTION 7.18 and SECTION 7.16, 7.18, and 7.14, which Section 7.14 SECTION 7.16 is governed by Section 8.1(iSECTION 8.1(L) regarding payments of judgments), and or (iiII) any term, covenant or agreement set forth in Sections 6.22, 7.11, 7.12, 7.14, SECTIONS 7.9 through 7.12 or 7.16, or SECTION 7.18 if such failure shall remain unremedied for 20 days, and or (iii) any other term, covenant or agreement in this Agreement agreement on its part to be performed or observed if the failure to perform or observe such other term, covenant or agreement shall remain unremedied for 20 days after written notice thereof shall have been given to Borrower by Agent or the Required Lenders; (cC) Borrower fails to observe or perform any of the covenants or agreements contained in any other Loan Document, and (unless such default otherwise constitutes a Default pursuant to other provisions of this Section SECTION 8.1) such default continues unremedied beyond the expiration of any applicable grace period which may be expressly allowed under such other Loan Document; (dD) any material statement, warranty or representation by or on behalf of Borrower contained in this Agreementagreement, the Notes or any other Loan Document or any Borrowing Request, officer's certificate or other writing furnished in connection with this Agreementagreement, proves to have been incorrect or misleading in any material respect as of the date made or deemed made; (eE) Borrower fails to make when due or within any applicable grace period any payment on any Indebtedness with an unpaid principal balance of over $500,000500,000.00; or any event or condition occurs under any provision contained in any such obligation or any agreement securing or relating to such obligation (or any other breach or default under such obligation or agreement occurs) if the effect thereof is to cause or permit the holder or trustee of such obligation to cause such obligation to become due prior to its stated maturity; or any such obligation becomes due (other than by regularly scheduled payments) prior to its stated maturity; or any of the foregoing occurs with respect to any one or more items of Indebtedness of Borrower with unpaid principal balances exceeding, in the aggregate, $500,000500,000.00; (fF) Borrower shall generally not pay its debts as they become due or shall admit in writing its inability to pay its debts, or shall make a general assignment for the benefit of creditors; (gG) Borrower shall (i) apply for or consent to the appointment of a receiver, trustee, custodian, intervenor or liquidator of it or of all or a substantial part of its assets, (ii) file a voluntary petition in bankruptcy, (iii) file a petition or answer seeking reorganization or an arrangement with creditors or to take advantage of any Debtor Laws, (iv) file an answer admitting the material allegations of, or consent to, or default in answering, a petition filed against it in any bankruptcy reorganization or insolvency proceeding, or (v) take corporate action for the purpose of effecting any of the foregoing; (hH) an involuntary petition or complaint shall be filed against Borrower seeking bankruptcy or reorganization of Borrower or the appointment of a receiver, custodian, trustee, intervenor or liquidator of Borrower, or all or substantially all of its assets, and such petition or complaint shall not have been dismissed within 60 days of the filing thereof; or an order, order for relief, judgment or decree shall be entered by any court of competent jurisdiction or other competent authority approving a petition or complaint seeking reorganization of Borrower or appointing a receiver, custodian, trustee, intervenor or liquidator of Borrower, or of all or substantially all of its assets; (iI) Borrower fails within 30 days to pay, bond or otherwise discharge any final judgment or order for payment of money in excess of $250,000 250,000.00 or Borrower fails within 30 days to pay, bond or otherwise discharge final judgments or orders for payment of money which exceed in the aggregate $250,000250,000.00, or Borrower fails within 30 days to timely appeal or pay, bond or otherwise discharge any judgments or orders for payment of money which exceed, in the aggregate, $250,000 250,000.00 and which Borrower may appeal; (jJ) any default or event of default occurs under any other Indebtedness of Borrower to any Lender; (kK) any Person levies on, seizes or attaches all or any material portion of the assets of Borrower and within 30 days thereafter Borrower shall not have dissolved such levy or attachment, as the case may be, and, if applicable, regained possession of such seized assets; (lL) an event or condition specified in Section 7.14 SECTION 7.16 occurs or exists and, as a result of such event or condition, together with all other such events or conditions, Borrower or any Related Person incurs or is reasonably likely to incur a liability to a Plan, a participant or the PBGC (or any combination of the foregoing) that is material in relation to the financial position of Borrower; (mM) any change in the senior management of Borrower shall occur or any reason other than death or disabilityoccur; (nN) Borrower shall cease to be an eligible seller or servicer under the FNMA Guide or the FHLMC Guide, or FNMA or FHLMC shall impose any sanctions upon or take any action to terminate or revoke any servicing of Borrower, or FNMA or FHLMC shall take any action to initiate the transfer of any servicing from Borrower to another Person (including, without limitation, the giving of notice to Borrower that it intends to terminate or transfer any servicing) or FNMA or FHLMC shall seek any judicial relief with respect to Borrower; (oO) GNMA shall revoke or terminate any servicing of Borrower, or GNMA shall issue a letter of extinguishment under any GNMA guaranty agreement or GNMA shall notify Borrower that it intends to revoke or terminate any servicing of Borrower or issue a letter of extinguishment, or GNMA shall seek any judicial relief with respect to Borrower; (pP) the Parent shall cease to own beneficially, of record and either directly or indirectly, 100% of the issued and outstanding shares of capital stock of Borrower, or any "person" or "group" (within the meaning of Sections 13(d) or 14(d)(2) of the Securities Exchange Act of 1934, as amended) shall become the "beneficial owner" (as defined in Rule 13d-3 under such act) of more than 50% of the total aggregate voting power of all classes of the voting stock of the Parent and/or warrants or options to acquire such stock, calculated on a fully diluted basis; or (qQ) any provision of this Agreementagreement, the Notes or any other Loan Document shall for any reason cease to be in full force and effect, or be declared null and void or unenforceable in whole or in part; or the validity or enforceability of any such document shall be challenged or denied.

Nature of Event. An “Event of Default Default” shall exist if any one or more of the --------------- following occurs: (a) the Borrower fails (i) to make any payment of principal of or interest on any Noteof the Notes when due, or (ii) to make any payment within two (2) Business Days after the date when due, of any fee, expense or other amount due hereunder, under any of the Notes or under any other Loan DocumentTransaction Document or, on so long as the Servicer is one of the Originators, the Servicer fails to make any payment or before the date such payment is deposit to be made by it under this Agreement when due;; or (b) Borrower the Borrower, any one of the Originators or, so long as the Servicer and one of the Originators are the same entity, the Servicer fails to observe or perform (i) to keep or perform any term, covenant or agreement set forth contained in Sections 2.3(b)(iii), 2.5, 6.13, 6.17, 6.19, or 6.20 or Section 7 this Agreement (other than Sections 7.11, 7.12, 7.16, 7.18, as referred to in Section 8.1(a)) and 7.14, which Section 7.14 is governed by Section 8.1(i) regarding payments such failure continues unremedied beyond the expiration of judgments), and (ii) any term, applicable grace or notice period that may be expressly provided for in such covenant or agreement set forth in Sections 6.22or, 7.11, 7.12, 7.14, if no grace or 7.16, or 7.18 if such failure shall remain unremedied notice period is provided for 20 days, and (iii) any other term, covenant or agreement in this Agreement on its part to be performed or observed if the failure to perform or observe such other term, covenant or agreement shall remain unremedied for 20 ten days after written notice thereof thereof, provided, however, that no grace or notice period shall have been given to Borrower by Agent or the Required Lenders;be permitted for any breach of Section 6.24(b), Section 7.16, Section 7.17, Section 7.18 and/or Section 7.19; or (c) Borrower fails to observe the Borrower, any one of the Originators, the Servicer (so long as the Servicer and one of the Originators are the same entity) or perform the Performance Guarantor defaults in the due observance or performance of any of the covenants or agreements contained in any Transaction Document other Loan Documentthan this Agreement, and (unless such default otherwise constitutes a Default or an Event of Default pursuant to other provisions of this Section 8.1) such default continues unremedied beyond the expiration of any applicable grace or notice period which that may be expressly allowed under provided for in such other Loan Document;Transaction Document (or, if no grace or notice is provided, for ten days after written notice thereof); or (d) any material statement, warranty or representation by or on behalf of Borrower the Borrower, any one of the Originators, the Servicer (so long as the Servicer and one of the Originators are the same entity) or the Performance Guarantor contained in this Agreement, the Notes or any other Loan Transaction Document or any Borrowing Request, officer's ’s certificate or other writing furnished in connection with this Agreement, proves to have been incorrect or misleading in any material respect as of the date made or deemed made;; or (ei) in the case of the Borrower, the Borrower fails to make when due or within any applicable grace period any payment on any other Indebtedness with an unpaid principal balance or, in the case of the Originators, the Servicer and the Performance Guarantor, any one of the Originators, the Servicer (so long as the Servicer and one of the Originators are the same entity) or the Performance Guarantor fails to make when due or within any applicable grace period any payment on any other Indebtedness with an unpaid principal balance of over $500,0005,000,000.00 with respect to each Originator, the Servicer and the Performance Guarantor; or (ii) any event or condition occurs under any provision contained in any such obligation or any agreement securing or relating to such obligation (or any other breach or default under such obligation or agreement occurs) if the effect thereof is to cause or permit with the giving of notice or lapse of time or both the holder or trustee of such obligation to cause such obligation to become due prior to its stated maturity; or (iii) any such obligation becomes due (other than by regularly scheduled payments) prior to its stated maturity; or (iv) in the case of the Borrower, any of the foregoing occurs with respect to any one or more items of Indebtedness with an unpaid principal balance, or, in the case of Borrower each of the Originators, the Servicer (so long as the Servicer and one of the Originator are the same entity) or the Performance Guarantor, any of the foregoing occurs with respect to any one or more items of Indebtedness with unpaid principal balances exceeding, in the aggregate, $500,000;5,000,000.00 with respect to each Originator, the Servicer and the Performance Guarantor; or (f) Borrower the Borrower, any of the Originators, the Servicer (so long as the Servicer and one of the Originators are the same entity) or the Performance Guarantor generally shall generally not pay its debts as they become due or shall admit in writing its inability to pay its debts, or shall make a general assignment for the benefit of creditors;; or (g) Borrower the Borrower, any of the Originators, the Servicer (so long as the Servicer and one of the Originators are the same entity) or the Performance Guarantor shall (i) apply for or consent to the appointment of a receiver, trustee, custodian, intervenor or liquidator of it or of all or a substantial part of its assets, (ii) file a voluntary petition in bankruptcy, (iii) file a petition or answer seeking reorganization or an arrangement with creditors or to take advantage of any Debtor Laws, (iv) file an answer admitting the material allegations of, or consent to, or default in answering, a petition filed against it in any bankruptcy bankruptcy, reorganization or insolvency proceeding, or (v) take corporate action for the purpose of effecting any of the foregoing;; or (h) an involuntary petition or complaint shall be filed against Borrower the Borrower, any of the Originators, the Servicer (so long as the Servicer and one of the Originators are the same entity) or the Performance Guarantor seeking bankruptcy or reorganization of Borrower the Borrower, any of the Originators, the Servicer or the Performance Guarantor or the appointment of a receiver, custodian, trustee, intervenor or liquidator of the Borrower, any of the Originators, the Servicer or the Performance Guarantor, or all or substantially all of its assetsthe assets of either the Borrower, any of the Originators, the Servicer or the Performance Guarantor, and such petition or complaint shall not have been dismissed within 60 days of the filing thereof; or an order, order for relief, judgment or or, decree shall be entered by any court of competent jurisdiction or other competent authority approving a petition or complaint seeking reorganization of Borrower the Borrower, any of the Originators, the Servicer (so long as the Servicer and one of the Originators are the same entity) or the Performance Guarantor or appointing a receiver, custodian, trustee, intervenor or liquidator of the Borrower, any of the Originators, the Servicer or the Performance Guarantor, or of all or substantially all of its assets;assets of the Borrower, any of the Originators, the Servicer or the Performance Guarantor; or (i) in the case of the Borrower, the Borrower fails shall fail within 30 days to pay, bond or otherwise discharge any final judgment or order for payment of money, or, in the case of the Originators, the Servicer and the Performance Guarantor, any of the Originators, the Servicer (so long as the Servicer and one of the Originators are the same entity) or the Performance Guarantor shall fail within 30 days to pay, bond or otherwise discharge any final judgment or order for payment of money in excess of $250,000 5,000,000.00; or Borrower fails any of the Originators, the Servicer (so long as the Servicer and one of the Originators are the same entity) or the Performance Guarantor shall fail within 30 days to pay, bond or otherwise discharge final judgments or orders for payment of money which exceed in the aggregate $250,0005,000,000.00; or in the case of the Borrower, the Borrower shall fail within 30 days to timely appeal or pay, bond or otherwise discharge any judgments or order for payment which the Borrower may appeal, or Borrower fails in the case of the Originators, the Servicer and the Performance Guarantor, any of the Originators, the Servicer (so long as the Servicer and one of the Originators are the same entity) or the Performance Guarantor shall fail within 30 days to timely appeal or pay, bond or otherwise discharge any judgments or orders for payment of money which exceed, in the aggregate, $250,000 5,000,000.00 and which Borrower any of the Originators, the Servicer or the Performance Guarantor may appeal;; or (j) any default or event of default occurs under any other Indebtedness of Borrower to any Lender; (k) any Person levies shall levy on, seizes seize or attaches attach all or any material portion of the assets of Borrower the Borrower, any of the Originators, the Servicer (so long as the Servicer and one of the Originators are the same entity) or the Performance Guarantor and within 30 thirty (30) days thereafter Borrower the Borrower, the related Originators, the Servicer or the Performance Guarantor shall not have dissolved such levy or attachment, as the case may be, and, if applicable, regained possession of such seized assets;; or (lk) if an event or condition specified in Section 7.14 occurs or exists and, as a result of such event or condition, together with all other such events or conditions, Borrower or any Related Person incurs or is reasonably likely to incur a liability to a Plan, a participant or the PBGC (or any combination of the foregoing5.3(b) that is material in relation to the financial position of Borrower; (m) any change in the senior management of Borrower shall occur or any reason other than death or disability;exist; or (nl) Borrower shall cease to be an eligible seller or servicer under any of the FNMA Guide Originators or the FHLMC GuideServicer (so long as the Servicer and one of the Originators are the same entity) becomes ineligible to originate, sell or service Mortgage Loans to Xxxxxx Xxx, Xxxxxxx Mac or Xxxxxx Mae, or FNMA Xxxxxx Xxx, Xxxxxxx Mac or FHLMC Xxxxxx Mae shall impose any sanctions upon or take any action to terminate or revoke any servicing rights of Borrowerthe Servicer (so long as the Servicer is one of the Originators) or any of the Originators; or (m) if (x) any Governmental Authority cancels an Originator’s right to be either a seller or servicer of such Governmental Authority’s insured or guaranteed Mortgage Loans or mortgage-backed securities, or FNMA or FHLMC shall take (y) any action to initiate the transfer of Approved Investor cancels for cause any servicing or underwriting agreement between any of the Originators and such Approved Investor or (z) any of the Originators receive notice from Borrower to another Person (including, without limitation, the giving of notice to Borrower a Governmental Authority that it such Governmental Authority intends to terminate revoke an Originator’s right to be a seller or transfer servicer of such Governmental Authority’s insured or guaranteed Mortgage Loans or mortgaged-backed securities and such notice is not withdrawn within ten days of the receipt thereof; or (n) failure of the Borrower or any servicingof the Originators to correct an imbalance in any escrow account established with the Borrower or the related Originators as either an originator, purchaser or servicer of Mortgage Loans, which imbalance may have a Material Adverse Effect, within two (2) Business Days after demand by any beneficiary of such account or FNMA or FHLMC shall seek any judicial relief with respect to Borrower;by the Administrative Agent; or (o) GNMA shall revoke or terminate failure of any servicing of Borrower, or GNMA shall issue a letter of extinguishment under any GNMA guaranty agreement or GNMA shall notify Borrower that it intends to revoke or terminate any servicing of Borrower or issue a letter of extinguishment, or GNMA shall seek any judicial relief with respect to Borrower; (p) the Parent shall cease to own beneficially, of record and either directly or indirectly, 100% of the issued and outstanding shares Originators or the Servicer to meet, at all times, the minimum net worth requirements of capital stock of BorrowerXxxxxx Xxx, Xxxxxxx Mac or any "person" Xxxxxx Mae as an originator, seller or "group" (within the meaning of Sections 13(d) or 14(d)(2) of the Securities Exchange Act of 1934servicer, as amended) shall become the "beneficial owner" (as defined in Rule 13d-3 under such act) of more than 50% of the total aggregate voting power of all classes of the voting stock of the Parent and/or warrants or options to acquire such stock, calculated on a fully diluted basisapplicable; or (qp) any provision of this Agreement, the Notes or any other Loan Transaction Document shall for any reason cease to be in full force and effect, or be declared null and void or unenforceable in whole or in part; or the validity or enforceability of any such document shall be challenged or denied.; or (q) a “change in control,” with respect to the ownership of the Performance Guarantor shall have occurred (and as used in this subparagraph, the term “change in control” shall mean an acquisition by any Person, partnership or group, as defined under the Securities Exchange Act of 1934, as amended, of a direct or indirect beneficial ownership of 10% or more of the then-outstanding voting stock of the Performance Guarantor); or the Performance Guarantor shall cease at any time to own, directly or indirectly, at least 90% of each class of the outstanding capital stock of or at least 90% of all of the membership interests in, as applicable, each Originator; or

Nature of Event. An Event of Default shall exist if any one or more of the --------------- following occurs: (a) Borrower fails The Company and the applicable Co-Borrowers fail to make any payment of principal of or interest on any Note, Note or payment of any fee, expense fee or other amount due hereunder, under required to be paid to Agent or any of the Notes Lender pursuant to this Agreement or under any other Loan Document, on or before Document within two (2) calendar days after notice of such failure is given by Agent to the date such payment is dueCompany and the applicable Co-Borrowers; (b) Borrower fails to observe Default is made in any of the covenants contained in Section 6.13, 6.14 or perform 6.15 and such default continues unremedied for five (i5) calendar days; (c) Default is made in the due observance or performance by the Company and the applicable Co-Borrowers or any term, Restricted Subsidiaries of any other covenant or agreement set forth in Article VI (excluding Sections 2.3(b)(iii), 2.5, 6.13, 6.17, 6.19, or 6.20 6.14 and 6.15) or Section 7 5.01 and such default continues unremedied for thirty (other than Sections 7.11, 7.12, 7.16, 7.18, 30) calendar days; (d) Default is made in the due observance or performance by the Company and 7.14, which Section 7.14 is governed by Section 8.1(i) regarding payments the applicable Co-Borrowers or any Restricted Subsidiaries of judgments), and (ii) any term, covenant or agreement set forth in Sections 6.22, 7.11, 7.12, 7.14, any Loan Document (other than as referred to in subsections (a) (b) or 7.16, or 7.18 if such failure shall remain unremedied for 20 days, and (iii) any other term, covenant or agreement in this Agreement on its part to be performed or observed if the failure to perform or observe such other term, covenant or agreement shall remain unremedied for 20 days after written notice thereof shall have been given to Borrower by Agent or the Required Lenders; (c) Borrower fails to observe or perform any of the covenants or agreements contained in any other Loan Document, above) and (unless such default otherwise constitutes a Default pursuant to other provisions of this Section 8.1) such default continues unremedied beyond for thirty (30) calendar days after notice of such default is given by Agent to the expiration of any Company and the applicable grace period which may be expressly allowed under such other Loan DocumentCo-Borrowers; (de) any material Any statement, warranty or representation by or on behalf of Borrower the Company and the applicable Co-Borrowers contained in this Agreement, the Notes or any other Loan Document or in any Borrowing Request, officer's certificate or other writing furnished in connection with this Agreementborrowing request, proves to have been incorrect or misleading misleading, in any case in any material respect as of the date made or deemed made; (ef) Any Borrower or any Restricted Subsidiary: (i) suffers the entry against it of a judgment, decree or order for relief by a court of competent jurisdiction in an involuntary proceeding commenced under any applicable bankruptcy, insolvency or other similar law of any jurisdiction now or hereafter in effect, including the federal Bankruptcy Code, as from time to time amended, or has any such proceeding commenced against it which remains undismissed for a period of sixty (60) days; or (ii) commences a voluntary case under any applicable bankruptcy, insolvency or similar law now or hereafter in effect, including the federal Bankruptcy Code, as from time to time amended; or applies for or consents to the entry of any order for relief in an involuntary case under any such law; or makes a general assignment for the benefit of creditors; or fails generally to pay (or admits in writing its inability to pay) its debts as such debts become due; or takes partnership action, corporate action or other action to authorize any of the foregoing; or (iii) suffers the appointment of or taking possession by a receiver, liquidator, assignee, custodian, trustee, sequestrator, or similar official of all or a substantial part of its assets or of any part of the Mortgage Collateral in a proceeding brought against or initiated by it, and such appointment or taking possession is neither made ineffective nor discharged within sixty (60) days after the making thereof, or such appointment or taking possession is it any time consented to, requested by, or acquiesced to by it; or (iv) suffers the entry against it of a final judgment for the payment of money in excess of $500,000 (not covered by insurance satisfactory to Agent in its discretion), unless (A) the same is discharged within thirty (30) days after the date thereof or no less than five (5) days prior to any proposed sale thereunder, or (B) an appeal or appropriate proceeding for review thereof is taken within such period and a stay of execution pending such appeal is obtained; or (v) suffers a writ or warrant of attachment or any similar process to be issued by any court against all or any substantial part of its assets or any part of the Mortgage Collateral; provided, however, if any event set forth in this Section 7.01(f) occurs with respect to any Restricted Subsidiary, the occurrence of such event shall not constitute an Event of Default unless it could have a Material Adverse Effect. (g) The Company or any Restricted Subsidiary fails to make when due (whether by acceleration or otherwise) or within any applicable grace period (after giving effect to any applicable notice requirement), any payment on any GAAP Indebtedness with an unpaid principal balance of over $500,000and Contingent Indebtedness (other than the Obligations) and such failure allows the holder thereof to accelerate such GAAP Indebtedness or Contingent Obligation; or any event or condition occurs under any provision contained in any agreement under which such obligation is governed, evidenced or any agreement securing or relating to such obligation secured (or any other material breach or default under such obligation or agreement occurs) if the effect thereof a Material Adverse Effect is to cause or permit the holder or trustee of such obligation to cause such obligation to become due prior to its stated maturity; or any such obligation becomes due (other than by regularly scheduled payments) prior to its stated maturity; or any of the foregoing occurs with respect to any one or more items of Indebtedness of Borrower with unpaid principal balances exceeding, in the aggregate, $500,000; (f) Borrower shall generally not pay its debts as they become due or shall admit in writing its inability to pay its debts, or shall make a general assignment for the benefit of creditors; (g) Borrower shall (i) apply for or consent to the appointment of a receiver, trustee, custodian, intervenor or liquidator of it or of all or a substantial part of its assets, (ii) file a voluntary petition in bankruptcy, (iii) file a petition or answer seeking reorganization or an arrangement with creditors or to take advantage of any Debtor Laws, (iv) file an answer admitting the material allegations of, or consent to, or default in answering, a petition filed against it in any bankruptcy reorganization or insolvency proceeding, or (v) take corporate action for the purpose of effecting any of the foregoingcaused thereby; (h) an involuntary petition or complaint shall be filed against Borrower seeking bankruptcy or reorganization of Borrower or the appointment of a receiver, custodian, trustee, intervenor or liquidator of Borrower, or all or substantially all of its assets, and such petition or complaint shall not have been dismissed within 60 days of the filing thereof; or an order, order for relief, judgment or decree shall be entered by any court of competent jurisdiction or other competent authority approving a petition or complaint seeking reorganization of Borrower or appointing a receiver, custodian, trustee, intervenor or liquidator of Borrower, or of all or substantially all of its assets; (i) Borrower fails within 30 days to pay, bond or otherwise discharge any final judgment or order for payment of money in excess of $250,000 or Borrower fails within 30 days to pay, bond or otherwise discharge final judgments or orders for payment of money which exceed in the aggregate $250,000, or Borrower fails within 30 days to timely appeal or pay, bond or otherwise discharge any judgments or orders for payment of money which exceed, in the aggregate, $250,000 and which Borrower may appeal; (j) any default or event of default occurs under any other Indebtedness of Borrower to any Lender; (k) any Person levies on, seizes or attaches all or any material portion of the assets of Borrower and within 30 days thereafter Borrower shall not have dissolved such levy or attachment, as the case may be, and, if applicable, regained possession of such seized assets; (l) an event or condition specified in Section 7.14 occurs or exists and, as a result of such event or condition, together with all other such events or conditions, Borrower or any Related Person incurs or is reasonably likely to incur a liability to a Plan, a participant or the PBGC (or any combination of the foregoing) that is material in relation to the financial position of Borrower; (m) any change in the senior management of Borrower shall occur or any reason other than death or disability; (n) Borrower shall cease to be an eligible seller or servicer under the FNMA Guide or the FHLMC Guide, or FNMA or FHLMC shall impose any sanctions upon or take any action to terminate or revoke any servicing of Borrower, or FNMA or FHLMC shall take any action to initiate the transfer of any servicing from Borrower to another Person (including, without limitation, the giving of notice to Borrower that it intends to terminate or transfer any servicing) or FNMA or FHLMC shall seek any judicial relief with respect to Borrower; (o) GNMA shall revoke or terminate any servicing of Borrower, or GNMA shall issue a letter of extinguishment under any GNMA guaranty agreement or GNMA shall notify Borrower that it intends to revoke or terminate any servicing of Borrower or issue a letter of extinguishment, or GNMA shall seek any judicial relief with respect to Borrower; (p) the Parent shall cease to own beneficially, of record and either directly or indirectly, 100% of the issued and outstanding shares of capital stock of Borrower, or any "person" or "group" (within the meaning of Sections 13(d) or 14(d)(2) of the Securities Exchange Act of 1934, as amended) shall become the "beneficial owner" (as defined in Rule 13d-3 under such act) of more than 50% of the total aggregate voting power of all classes of the voting stock of the Parent and/or warrants or options to acquire such stock, calculated on a fully diluted basis; or (q) any provision of this Agreement, the Notes or any other Any Loan Document shall for any reason cease to be in full force and effect, or be declared null and void or unenforceable in whole or in partpart as the result of any action initiated by any Person other than Agent or any Lender; or the validity or enforceability of any such document shall be challenged or denieddenied by any Person other than Agent or any Lender; (i) Either (i) any “accumulated funding deficiency” (as defined in Section 412(a) of the Code in excess of $25,000 exists with respect to any ERISA Plan, whether or not waived by the Secretary of the Treasury or his delegate, or (ii) any Termination Event occurs with respect to any ERISA Plan and the then current value of such ERISA Plan’s benefits guaranteed under Title IV of ERISA exceeds the then current value of such ERISA Plan’s assets available for the payment of such benefits by more than $10,000 (or in the case of a Termination Event involving the withdrawal of a substantial employer, the withdrawing employer’s proportionate share of such excess exceeds such amount) or (iii) the Company or any of its Restricted Subsidiaries or any ERISA Affiliate withdraws from a multiemployer plan resulting in liability under Title IV of ERISA of an amount in excess of $10,000; or (j) A Change of Control occurs.