OR
(E)
ANY SELLER SHALL FAIL TO COMPLY WITH THE REQUIREMENTS OF
SECTIONS 9.01(C) - (II), OR (EXCEPT AS OTHERWISE SET FORTH IN SECTIONS 10.01(A),
10.01(B), 10.01(C), OR 10.01(D)) ANY SELLER SHALL FAIL TO OBSERVE OR PERFORM ANY
OTHER COVENANT OR AGREEMENT CONTAINED IN THIS AGREEMENT OR ANY OTHER REPURCHASE
DOCUMENT AND SUCH FAILURE TO OBSERVE OR PERFORM SHALL CONTINUE UNREMEDIED FOR A
PERIOD OF TEN (10) BUSINESS DAYS AFTER ACTUAL KNOWLEDGE BY THE SELLER OR RECEIPT
OF WRITTEN NOTICE FROM THE AGENT; PROVIDED, HOWEVER THAT TO THE EXTENT SUCH
FAILURE TO OBSERVE OR PERFORM RELATES TO THE SELLER'S FAILURE TO DELIVER REPORTS
REQUIRED UNDER SECTION 9.01(A)(III) OR SECTION 9.01(B)(V)(2) AND NEITHER THE
SELLER NOR ITS AFFILIATES HAVE RECEIVED SUCH REPORTS, AND THE SELLER HAS USED
COMMERCIALLY REASONABLE BEST EFFORTS TO OBTAIN SUCH REPORTS AS AND WHEN REQUIRED
HEREUNDER, SUCH FAILURE SHALL NOT BE DEEMED TO BE AN EVENT OF DEFAULT UNLESS
SUCH FAILURE SHALL HAVE BEEN ON A CONSISTENT OR FREQUENT BASIS (WHICH
DETERMINATION SHALL BE MADE IN THE AGENT'S REASONABLE DISCRETION); OR
(F)
A FINAL JUDGMENT OR JUDGMENTS FOR THE PAYMENT OF MONEY IN EXCESS
OF $1,000,000 IN THE AGGREGATE SHALL BE RENDERED 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
74
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