THE EXPENSE
OF THE SELLERS TO DISCUSS WITH ITS OFFICERS, ITS AFFAIRS, FINANCES, AND
ACCOUNTS.
(F)
REIMBURSEMENT OF EXPENSES.
ON THE DATE
OF EXECUTION OF THIS REPURCHASE AGREEMENT, THE SELLERS SHALL REIMBURSE THE BUYER
FOR ALL EXPENSES INCURRED BY THE BUYER ON OR PRIOR TO SUCH DATE.
FROM AND AFTER
SUCH DATE, THE SELLERS SHALL PROMPTLY REIMBURSE THE BUYER FOR ALL EXPENSES AS
THE SAME ARE INCURRED BY THE BUYER AND WITHIN THIRTY (30) DAYS OF THE RECEIPT OF
INVOICES THEREFOR.
(G)
FURTHER ASSURANCES.
THE SELLERS SHALL
EXECUTE AND DELIVER TO THE BUYER ALL FURTHER DOCUMENTS, FINANCING STATEMENTS,
AGREEMENTS AND INSTRUMENTS, AND TAKE ALL FURTHER ACTION THAT MAY BE REQUIRED
UNDER APPLICABLE LAW, OR THAT THE BUYER MAY REASONABLY REQUEST, IN ORDER TO
EFFECTUATE THE TRANSACTIONS CONTEMPLATED BY THIS REPURCHASE AGREEMENT AND THE
REPURCHASE DOCUMENTS OR, WITHOUT LIMITING ANY OF THE FOREGOING, TO GRANT,
PRESERVE, PROTECT AND PERFECT THE VALIDITY AND FIRST-PRIORITY OF THE SECURITY
INTERESTS CREATED OR INTENDED TO BE CREATED HEREBY.
THE SELLERS SHALL DO ALL
THINGS NECESSARY TO PRESERVE THE REPURCHASE ASSETS SO THAT THEY REMAIN SUBJECT
TO A FIRST PRIORITY PERFECTED SECURITY INTEREST HEREUNDER.
WITHOUT LIMITING THE
FOREGOING, THE SELLERS WILL COMPLY WITH ALL RULES, REGULATIONS, AND OTHER LAWS
OF ANY GOVERNMENTAL AUTHORITY AND CAUSE THE REPURCHASE ASSETS TO COMPLY WITH ALL
APPLICABLE RULES, REGULATIONS AND OTHER LAWS.
THE SELLERS WILL NOT ALLOW ANY
DEFAULT FOR WHICH THE SELLERS ARE RESPONSIBLE TO OCCUR UNDER ANY REPURCHASE
ASSETS OR ANY REPURCHASE DOCUMENT AND THE SELLERS SHALL FULLY PERFORM OR CAUSE
TO BE PERFORMED WHEN DUE ALL OF ITS OBLIGATIONS UNDER ANY REPURCHASE ASSETS OR
THE REPURCHASE DOCUMENTS.
(H)
TRUE AND CORRECT INFORMATION.
ALL
INFORMATION, REPORTS, EXHIBITS, SCHEDULES, FINANCIAL STATEMENTS OR CERTIFICATES
OF EITHER SELLER OR ANY OF ITS AFFILIATES THEREOF OR ANY OF THEIR OFFICERS
FURNISHED TO BUYER HEREUNDER AND DURING BUYER'S DILIGENCE OF EITHER SELLER ARE
AND WILL BE TRUE AND COMPLETE IN ALL MATERIAL RESPECTS AND DO NOT OMIT TO
DISCLOSE ANY MATERIAL FACTS NECESSARY TO MAKE THE STATEMENTS THEREIN OR THEREIN,
IN LIGHT OF THE CIRCUMSTANCES IN WHICH THEY ARE MADE, NOT MISLEADING.
ALL
REQUIRED FINANCIAL STATEMENTS, INFORMATION AND REPORTS DELIVERED BY EITHER
SELLER TO THE BUYER PURSUANT TO THIS REPURCHASE AGREEMENT SHALL BE PREPARED IN
ACCORDANCE WITH GAAP, OR IF APPLICABLE, TO SEC FILINGS, THE APPROPRIATE SEC
ACCOUNTING REQUIREMENTS.
41
(I)
ERISA EVENTS.
(I)
PROMPTLY UPON BECOMING AWARE OF THE
OCCURRENCE OF ANY EVENT OF TERMINATION WHICH TOGETHER WITH ALL OTHER EVENTS OF
TERMINATION OCCURRING WITHIN THE PRIOR 12 MONTHS INVOLVE A PAYMENT OF MONEY BY
OR A POTENTIAL AGGREGATE LIABILITY OF THE SELLERS OR ANY ERISA AFFILIATE THEREOF
OR ANY COMBINATION OF SUCH ENTITIES IN EXCESS OF $250,000 THE SELLERS SHALL GIVE
THE BUYER A WRITTEN NOTICE SPECIFYING THE NATURE THEREOF, WHAT ACTION THE
SELLERS OR ANY ERISA AFFILIATE THEREOF HAS TAKEN AND, WHEN KNOWN, ANY ACTION
TAKEN OR THREATENED BY THE INTERNAL REVENUE SERVICE, THE DEPARTMENT OF LABOR OR
THE PBGC WITH RESPECT THERETO;
(II)
PROMPTLY UPON RECEIPT THEREOF, THE