AGAINST ANY SELLER BY ONE OR MORE COURTS, ADMINISTRATIVE TRIBUNALS OR OTHER
BODIES HAVING JURISDICTION AND THE SAME SHALL NOT BE SATISFIED, DISCHARGED (OR
PROVISION SHALL NOT BE MADE FOR SUCH DISCHARGE) OR BONDED, OR A STAY OF
EXECUTION THEREOF SHALL NOT BE PROCURED, WITHIN THIRTY (30) DAYS FROM THE DATE
OF ENTRY THEREOF; OR
(G)
AN ACT OF INSOLVENCY SHALL HAVE OCCURRED
WITH RESPECT TO ANY SELLER OR ANY OF AFFILIATE THEREOF; OR
(H)
THE CUSTODIAL AGREEMENT, THE ACCOUNT CONTROL
AGREEMENT OR ANY REPURCHASE DOCUMENT OR A REPLACEMENT THEREFOR ACCEPTABLE TO THE
AGENT SHALL FOR WHATEVER REASON BE TERMINATED BY SELLER OR CEASE TO BE IN FULL
FORCE AND EFFECT (OTHER THAN DUE TO CAUSES SOLELY WITHIN THE CONTROL OF THE
AGENT OR CUSTODIAN), OR THE ENFORCEABILITY THEREOF SHALL BE CONTESTED BY ANY
SELLER; OR
(I)
ANY SELLER SHALL GRANT, OR SUFFER TO
EXIST, ANY LIEN ON ANY PURCHASED ITEM (EXCEPT ANY LIEN IN FAVOR OF THE AGENT FOR
THE BENEFIT OF THE BUYERS); OR THE PURCHASED ITEMS SHALL NOT HAVE BEEN SOLD TO
THE BUYERS, OR THE LIENS CONTEMPLATED HEREBY SHALL CEASE OR FAIL TO BE FIRST
PRIORITY PERFECTED LIENS ON ANY PURCHASED ITEMS IN FAVOR OF THE AGENT FOR THE
BENEFIT OF THE BUYERS (OTHER THAN BY RESULT OF ANY ACTION OR INACTION BY THE
AGENT) OR SHALL BE LIENS IN FAVOR OF ANY PERSON OTHER THAN THE AGENT FOR THE
BENEFIT OF THE BUYERS; OR
(J)
ANY SELLER SHALL BE IN DEFAULT UNDER
(I) ANY INDEBTEDNESS OF THE SELLER WHICH DEFAULT (1) INVOLVES THE FAILURE TO PAY
A MATURED OBLIGATION, OR (2) PERMITS THE ACCELERATION OF THE MATURITY OF
OBLIGATIONS BY ANY OTHER PARTY TO OR BENEFICIARY WITH RESPECT TO SUCH
INDEBTEDNESS, IF THE AGGREGATE AMOUNT OF THE INDEBTEDNESS IN RESPECT OF WHICH
SUCH DEFAULT OR DEFAULTS SHALL HAVE OCCURRED IS AT LEAST $1,000,000, OR (II) ANY
OTHER MATERIAL CONTRACT TO WHICH THE SELLER IS A PARTY WHICH DEFAULT
(1) INVOLVES THE FAILURE TO PAY A MATURED OBLIGATION, OR (2) PERMITS THE
ACCELERATION OF THE MATURITY OF OBLIGATIONS BY ANY OTHER PARTY TO OR BENEFICIARY
OF SUCH CONTRACT IF THE AGGREGATE AMOUNT OF SUCH OBLIGATIONS IS AT LEAST
$500,000; OR
(K)
(I) ANY SELLER OR AN ERISA AFFILIATE SHALL
ENGAGE IN ANY "PROHIBITED TRANSACTION" (AS DEFINED IN SECTION 406 OF ERISA OR
SECTION 4975 OF THE CODE) INVOLVING ANY PLAN, (II) ANY MATERIAL "ACCUMULATED
FUNDING DEFICIENCY" (AS DEFINED IN SECTION 302 OF ERISA), WHETHER OR NOT WAIVED,
SHALL EXIST WITH RESPECT TO ANY PLAN OR ANY LIEN IN FAVOR OF THE PBGC OR A PLAN
SHALL ARISE ON THE ASSETS OF ANY SELLER OR ANY ERISA AFFILIATE, (III) A
REPORTABLE EVENT SHALL OCCUR WITH RESPECT TO, OR PROCEEDINGS SHALL COMMENCE TO
HAVE A TRUSTEE APPOINTED, OR A TRUSTEE SHALL BE APPOINTED, TO ADMINISTER OR TO
TERMINATE, ANY PLAN, WHICH REPORTABLE EVENT OR COMMENCEMENT OF PROCEEDINGS OR
APPOINTMENT OF A TRUSTEE IS, IN THE REASONABLE OPINION OF BUYER, LIKELY TO
RESULT IN THE TERMINATION OF SUCH PLAN