KNOWLEDGE THAT IT WAS MATERIALLY INCORRECT OR
UNTRUE AT THE TIME MADE));
(XI)
THE SPONSOR SHALL HAVE DEFAULTED OR FAILED TO PERFORM UNDER THE
GUARANTY;
(XII)
A FINAL JUDGMENT BY ANY COMPETENT COURT IN THE UNITED STATES OF
AMERICA FOR THE PAYMENT OF MONEY IN AN AMOUNT GREATER THAN $250,000 (IN THE CASE
OF THE SELLER) OR $5 MILLION (IN THE CASE OF THE SPONSOR) SHALL HAVE BEEN
RENDERED AGAINST SELLER OR THE SPONSOR, AND 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; OR
(XIII)
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 TEN (10) BUSINESS DAYS
AFTER NOTICE THEREOF TO SELLER FROM BUYER OR ITS SUCCESSORS OR ASSIGNS (EACH OF
(I) THROUGH (XIII), AN "EVENT OF DEFAULT").
(A)
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,
34
IMMEDIATELY UPON THE OCCURRENCE OF AN ACT OF INSOLVENCY), THE REPURCHASE DATE
FOR EACH TRANSACTION HEREUNDER SHALL, IF IT HAS NOT ALREADY OCCURRED, BE DEEMED
IMMEDIATELY TO OCCUR (THE DATE ON WHICH SUCH OPTION IS EXERCISED OR DEEMED TO
HAVE BEEN EXERCISED BEING REFERRED TO HEREINAFTER AS THE "ACCELERATED REPURCHASE
DATE").
(II)
IF BUYER EXERCISES OR IS DEEMED TO HAVE EXERCISED THE OPTION
REFERRED TO IN SECTION 14(A)(I) OF THIS AGREEMENT:
(A)
SELLER'S OBLIGATIONS HEREUNDER TO REPURCHASE ALL PURCHASED
SECURITIES SHALL BECOME IMMEDIATELY DUE AND PAYABLE ON AND AS OF THE ACCELERATED
REPURCHASE DATE; AND
(B)
TO THE EXTENT PERMITTED BY APPLICABLE LAW, THE REPURCHASE PRICE
WITH RESPECT TO EACH TRANSACTION (DETERMINED AS OF THE ACCELERATED REPURCHASE
DATE) SHALL BE INCREASED BY THE AGGREGATE AMOUNT OBTAINED BY DAILY APPLICATION
OF, ON A 360 DAY PER YEAR BASIS FOR THE ACTUAL NUMBER OF DAYS DURING THE PERIOD
FROM AND INCLUDING THE ACCELERATED REPURCHASE DATE TO BUT EXCLUDING THE DATE OF
PAYMENT OF THE REPURCHASE PRICE (AS SO INCREASED), (X) THE PRICING RATE (OR, IF
APPLICABLE, THE ALTERNATIVE RATE PLUS 300 BASIS POINTS (3.00%)) FOR SUCH
TRANSACTION MULTIPLIED BY (Y) THE REPURCHASE PRICE FOR SUCH TRANSACTION
(DECREASED BY (I) ANY AMOUNTS ACTUALLY REMITTED TO BUYER BY THE SECURITIES
INTERMEDIARY OR SELLER FROM TIME TO TIME PURSUANT TO SECTION 5 OF THIS AGREEMENT
AND APPLIED TO SUCH REPURCHASE PRICE, AND (II) ANY AMOUNTS APPLIED TO THE
REPURCHASE PRICE PURSUANT TO SECTION 14(A)(III) OF THIS AGREEMENT); AND (C) THE
CUSTODIAN SHALL, UPON THE REQUEST OF BUYER, DELIVER TO BUYER ALL INSTRUMENTS,
CERTIFICATES AND OTHER DOCUMENTS THEN HELD BY THE CUSTODIAN RELATING TO THE