HAVE BEEN MADE OR REPEATED, WITHOUT REGARD TO ANY KNOWLEDGE QUALIFIER (OTHER
THAN THE REPRESENTATIONS AND WARRANTIES SET FORTH IN ARTICLE 10(B)(X),
10(B)(XXI) OR 10(B)(XXII) OR EXHIBIT VI (IN THE CASE OF EXHIBIT VI, WITH RESPECT
TO THE AFFECTED PURCHASED ASSETS ONLY) MADE BY SELLER, WHICH SHALL NOT BE
CONSIDERED AN EVENT OF DEFAULT IF INCORRECT OR UNTRUE IN ANY MATERIAL RESPECT,
PROVIDED SELLER TERMINATES THE RELATED TRANSACTION, AS APPLICABLE, AND
REPURCHASES THE RELATED PURCHASED ASSETS ON AN EARLY REPURCHASE DATE NO LATER
THAN THREE (3) BUSINESS DAYS AFTER RECEIVING NOTICE OF SUCH INCORRECT OR UNTRUE
REPRESENTATION; UNLESS SELLER SHALL HAVE MADE ANY SUCH REPRESENTATION WITH
KNOWLEDGE THAT IT WAS MATERIALLY INCORRECT OR UNTRUE AT THE TIME MADE);
(XVII)
A FINAL NON-APPEALABLE JUDGMENT BY ANY COMPETENT COURT IN THE
UNITED STATES OF AMERICA SHALL HAVE BEEN RENDERED AGAINST SELLER OR A GUARANTOR,
AND SUCH JUDGMENT REMAINED UNDISCHARGED OR UNPAID FOR A PERIOD OF SIXTY (60)
DAYS, DURING WHICH PERIOD EXECUTION OF SUCH JUDGMENT IS NOT EFFECTIVELY STAYED
BY BONDING OVER OR OTHER MEANS ACCEPTABLE TO BUYER FOR THE PAYMENT OF MONEY IN
AN AMOUNT GREATER THAN (A) IF THE CONSOLIDATED TANGIBLE NET WORTH OF SUCH PARTY
IS LESS THAN $300,000,000, $250,000, (B) IF THE CONSOLIDATED TANGIBLE NET WORTH
OF SUCH PARTY IS GREATER THAN OR EQUAL TO $300,000,000 BUT LESS THAN
$500,000,000, $500,000, (C) IF THE CONSOLIDATED TANGIBLE NET WORTH OF SUCH PARTY
IS GREATER THAN OR EQUAL TO $500,000,000 BUT LESS THAN $1,000,000,000,
$1,000,000, OR (D) IF THE CONSOLIDATED TANGIBLE NET WORTH OF SUCH PARTY IS
GREATER THAN $1,000,000,000, $2,000,000;
(XVIII)
IF SELLER SHALL BREACH OR FAIL TO PERFORM ANY OF THE TERMS,
COVENANTS, OBLIGATIONS OR CONDITIONS OF THIS AGREEMENT, OTHER THAN AS
SPECIFICALLY OTHERWISE REFERRED TO IN THIS DEFINITION OF "EVENT OF DEFAULT", AND
SUCH BREACH OR FAILURE TO PERFORM IS NOT REMEDIED WITHIN THE EARLIER OF SEVEN
(7) DAYS AFTER (A) DELIVERY OF NOTICE THEREOF TO SELLER BY BUYER, OR (B) ACTUAL
KNOWLEDGE ON THE PART OF SELLER OF SUCH BREACH OR FAILURE TO PERFORM; AND
(XIX)
THE GUARANTEE AGREEMENT OR A REPLACEMENT THEREFOR ACCEPTABLE TO
BUYER SHALL FOR WHATEVER REASON BE TERMINATED OR CEASE TO BE IN FULL FORCE AND
EFFECT, OR THE ENFORCEABILITY THEREOF SHALL BE CONTESTED BY A GUARANTOR OR
SELLER.
(B)
AFTER THE OCCURRENCE AND DURING THE CONTINUANCE OF AN EVENT OF
DEFAULT, SELLER HEREBY APPOINTS BUYER AS ATTORNEY-IN-FACT OF SELLER FOR THE
PURPOSE OF CARRYING OUT THE PROVISIONS OF THIS AGREEMENT AND TAKING ANY ACTION
AND EXECUTING OR ENDORSING ANY INSTRUMENTS THAT BUYER MAY DEEM NECESSARY OR
ADVISABLE TO ACCOMPLISH THE PURPOSES HEREOF, WHICH APPOINTMENT AS
ATTORNEY-IN-FACT IS IRREVOCABLE AND COUPLED WITH AN INTEREST.
IF AN EVENT OF
DEFAULT SHALL OCCUR AND BE CONTINUING WITH RESPECT TO SELLER, THE FOLLOWING
RIGHTS AND REMEDIES SHALL BE AVAILABLE TO BUYER:
(I)
AT THE OPTION OF BUYER, EXERCISED BY WRITTEN NOTICE TO SELLER
(WHICH OPTION SHALL BE DEEMED TO HAVE BEEN EXERCISED, EVEN IF NO NOTICE IS
GIVEN, IMMEDIATELY UPON THE OCCURRENCE OF AN ACT