any
such agreement) relating to any Indebtedness of any Seller or any Material
Subsidiary, as applicable, to which the Buyer or any Affiliate is a party or
(iii) any agreement (after the expiration of any applicable grace period under
any such agreement) relating to any Indebtedness of a Seller or any Material
Subsidiary, as applicable in an aggregate amount in excess of $1,000,000; or
(H)
AN EVENT OF INSOLVENCY SHALL HAVE OCCURRED
WITH RESPECT TO EITHER SELLER; OR
(I)
FOR ANY REASON, THIS REPURCHASE
AGREEMENT AT ANY TIME SHALL NOT BE IN FULL FORCE AND EFFECT IN ALL MATERIAL
RESPECTS OR SHALL NOT BE ENFORCEABLE IN ALL MATERIAL RESPECTS IN ACCORDANCE WITH
ITS TERMS, OR ANY LIEN GRANTED PURSUANT THERETO SHALL FAIL TO BE PERFECTED AND
OF FIRST PRIORITY, OR ANY PERSON (OTHER THAN BUYER) SHALL CONTEST THE VALIDITY,
ENFORCEABILITY, PERFECTION OR PRIORITY OF ANY LIEN GRANTED PURSUANT THERETO, OR
ANY PARTY THERETO (OTHER THAN BUYER) SHALL SEEK TO DISAFFIRM, TERMINATE, LIMIT
OR REDUCE ITS OBLIGATIONS HEREUNDER; OR
(J)
EITHER SELLER SHALL GRANT, OR SUFFER TO
EXIST, ANY LIEN ON ANY REPURCHASE ASSET (EXCEPT ANY LIEN IN FAVOR OF THE BUYER);
OR (A) THE REPURCHASE ASSETS SHALL NOT HAVE BEEN SOLD TO THE BUYER, OR (B) THE
LIENS CONTEMPLATED HEREBY SHALL CEASE OR FAIL TO BE FIRST PRIORITY PERFECTED
LIENS ON ANY REPURCHASE ASSETS IN FAVOR OF THE BUYER OR SHALL BE LIENS IN FAVOR
OF ANY PERSON OTHER THAN THE BUYER; OR
(K)
ANY MATERIAL ADVERSE CHANGE IN THE
PROPERTY, BUSINESS, PROSPECTS, FINANCIAL CONDITION OR OPERATIONS OF EITHER
SELLER OR ANY OF ITS MATERIAL SUBSIDIARIES SHALL OCCUR, IN EACH CASE AS
DETERMINED BY BUYER IN ITS SOLE GOOD FAITH DISCRETION, OR ANY OTHER CONDITION
SHALL EXIST WHICH, IN BUYER'S SOLE GOOD FAITH DISCRETION, CONSTITUTES A MATERIAL
IMPAIRMENT OF SUCH SELLER'S ABILITY TO PERFORM ITS OBLIGATIONS UNDER THIS
REPURCHASE AGREEMENT OR ANY OTHER REPURCHASE DOCUMENT.
(L)
(I) ANY PERSON SHALL ENGAGE IN ANY
"PROHIBITED TRANSACTION" (AS DEFINED IN SECTION 406 OF ERISA OR SECTION 4975 OF
THE CODE) INVOLVING ANY PLAN OF EITHER SELLER, (II) ANY MATERIAL "ACCUMULATED
FUNDING DEFICIENCY" (AS DEFINED IN SECTION 302 OF ERISA), WHETHER OR NOT WAIVED,
SHALL EXIST WITH RESPECT TO ANY PLAN OR ANY LIEN IN FAVOR OF THE PBGC OR A PLAN
SHALL ARISE ON THE ASSETS OF EITHER SELLER OR ANY COMMONLY CONTROLLED ENTITY,
(III) A REPORTABLE EVENT SHALL OCCUR WITH RESPECT TO, OR PROCEEDINGS SHALL
COMMENCE TO HAVE A TRUSTEE APPOINTED, OR A TRUSTEE SHALL BE APPOINTED, TO
ADMINISTER OR TO TERMINATE, ANY PLAN OF EITHER SELLER, WHICH REPORTABLE EVENT OR
COMMENCEMENT OF PROCEEDINGS OR APPOINTMENT OF A TRUSTEE IS, IN THE REASONABLE
OPINION OF THE BUYER, LIKELY TO RESULT IN THE TERMINATION OF SUCH PLAN FOR
PURPOSES OF TITLE IV OF ERISA, (IV) ANY PLAN OF EITHER SELLER SHALL TERMINATE
FOR PURPOSES OF TITLE IV OF ERISA, (V) EITHER SELLER OR ANY COMMONLY CONTROLLED
ENTITY SHALL, OR IN THE REASONABLE OPINION OF THE BUYER IS LIKELY TO, INCUR ANY
LIABILITY