CONSIDERED SOLELY FOR THE PURPOSE OF DETERMINING THE PURCHASE PRICE OF THE
LOANS); UNLESS (I) THE SELLER SHALL HAVE MADE ANY SUCH REPRESENTATIONS AND
WARRANTIES WITH KNOWLEDGE THAT THEY WERE MATERIALLY FALSE OR MISLEADING AT THE
TIME MADE AND THAT SUCH FALSITY COULD REASONABLY RESULT IN A MATERIAL ADVERSE
EFFECT, OR (II) ANY SUCH REPRESENTATIONS AND WARRANTIES HAVE BEEN DETERMINED BY
THE BUYER IN ITS SOLE DISCRETION TO BE MATERIALLY FALSE OR MISLEADING ON A
REGULAR BASIS AND THAT SUCH FALSITY COULD REASONABLY RESULT IN A MATERIAL
ADVERSE EFFECT); OR
D)
THE SELLER SHALL FAIL TO OBSERVE OR PERFORM ANY COVENANT OR
AGREEMENT CONTAINED IN THIS AGREEMENT OR ANY OTHER PROGRAM DOCUMENT AND SUCH
FAILURE TO OBSERVE OR PERFORM SHALL CONTINUE UNREMEDIED FOR A PERIOD OF FIVE (5)
BUSINESS DAYS AFTER THE EARLIER OF (I) RECEIPT OF NOTICE BY THE SELLER OR (II)
ACTUAL KNOWLEDGE OF THE SELLER; OR
36
E)
A FINAL JUDGMENT OR JUDGMENTS FOR THE PAYMENT OF MONEY IN EXCESS
OF $2,000,000 IN THE AGGREGATE (TO THE EXTENT THAT IT IS, IN THE REASONABLE
DETERMINATION OF THE BUYER, UNINSURED AND PROVIDED THAT ANY INSURANCE OR OTHER
CREDIT POSTED IN CONNECTION WITH AN APPEAL SHALL NOT BE DEEMED INSURANCE FOR
THESE PURPOSES) SHALL BE RENDERED AGAINST THE SELLER OR ANY OF ITS SUBSIDIARIES
BY ONE OR MORE COURTS, ADMINISTRATIVE TRIBUNALS OR OTHER BODIES HAVING
JURISDICTION OVER THEM AND THE SAME SHALL NOT BE DISCHARGED (OR PROVISION SHALL
NOT BE MADE FOR SUCH DISCHARGE) OR BONDED, OR A STAY OF EXECUTION THEREOF SHALL
NOT BE PROCURED, WITHIN SIXTY (60) DAYS FROM THE DATE OF ENTRY THEREOF AND THE
SELLER OR ANY SUCH SUBSIDIARY SHALL NOT, WITHIN SAID PERIOD OF SIXTY (60) DAYS,
OR SUCH LONGER PERIOD DURING WHICH EXECUTION OF THE SAME SHALL HAVE BEEN STAYED
OR BONDED, APPEAL THEREFROM AND CAUSE THE EXECUTION THEREOF TO BE STAYED DURING
SUCH APPEAL; OR
F)
THE SELLER SHALL ADMIT IN WRITING ITS INABILITY TO PAY ITS
DEBTS AS SUCH DEBTS BECOME DUE; OR
G)
THE SELLER OR ANY OF ITS SUBSIDIARIES SHALL (I) APPLY FOR OR
CONSENT TO THE APPOINTMENT OF, OR THE TAKING OF POSSESSION BY, A RECEIVER,
CUSTODIAN, TRUSTEE, EXAMINER OR LIQUIDATOR OF ITSELF OR OF ALL OR A SUBSTANTIAL
PART OF ITS PROPERTY, (II) MAKE A GENERAL ASSIGNMENT FOR THE BENEFIT OF ITS
CREDITORS, (III) COMMENCE A VOLUNTARY CASE UNDER THE BANKRUPTCY CODE, (IV) FILE
A PETITION SEEKING TO TAKE ADVANTAGE OF ANY OTHER LAW RELATING TO BANKRUPTCY,
INSOLVENCY, REORGANIZATION, LIQUIDATION, DISSOLUTION, ARRANGEMENT OR WINDING-UP,
OR COMPOSITION OR READJUSTMENT OF DEBTS, (V) FAIL TO CONTROVERT IN A TIMELY AND
APPROPRIATE MANNER, OR ACQUIESCE IN WRITING TO, ANY PETITION FILED AGAINST IT IN
AN INVOLUNTARY CASE UNDER THE BANKRUPTCY CODE OR (VI) TAKE ANY CORPORATE OR
OTHER ACTION FOR THE PURPOSE OF EFFECTING ANY OF THE FOREGOING; OR
H)
A PROCEEDING OR CASE SHALL BE COMMENCED, WITHOUT THE APPLICATION
OR CONSENT OF THE SELLER OR ANY OF ITS SUBSIDIARIES, IN ANY COURT OF COMPETENT
JURISDICTION, SEEKING (I) ITS