ASSETS TO BUYER ON THE APPLICABLE PURCHASE DATE (PROVIDED BUYER HAS TENDERED THE
RELATED PURCHASE PRICE); OR
B)
SELLER EITHER FAILS TO REPURCHASE THE
PURCHASED ASSETS ON THE APPLICABLE REPURCHASE DATE OR FAILS TO PERFORM ITS
OBLIGATIONS UNDER SECTION 6; OR
C)
ANY REPRESENTATION, WARRANTY OR
CERTIFICATION MADE OR DEEMED MADE HEREIN OR IN ANY OTHER PROGRAM DOCUMENT BY
SELLER OR GUARANTOR OR ANY CERTIFICATE FURNISHED TO BUYER PURSUANT TO THE
PROVISIONS THEREOF, SHALL PROVE TO HAVE BEEN FALSE OR MISLEADING IN ANY MATERIAL
RESPECT (WHICH FALSITY IS NOT CURED WITHIN TEN (10) BUSINESS DAYS OF THE EARLIER
OF (I) THE RECEIPT OF NOTICE BY SELLER OR GUARANTOR AND (II) ACTUAL KNOWLEDGE OF
SELLER OR GUARANTOR THEREOF, AND COULD REASONABLY RESULT IN A MATERIAL ADVERSE
EFFECT) AS OF THE TIME MADE OR FURNISHED (OTHER THAN THE REPRESENTATIONS AND
WARRANTIES SET FORTH IN APPENDIX A WHICH SHALL BE CONSIDERED SOLELY FOR THE
PURPOSE OF DETERMINING THE PURCHASE PRICE OF THE LOANS OR LLC INTERESTS, AS
APPLICABLE); UNLESS (I) SELLER OR GUARANTOR 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 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)
SELLER OR GUARANTOR 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 SELLER OR GUARANTOR OR (II) ACTUAL KNOWLEDGE OF SELLER OR
GUARANTOR; OR
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 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 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
SELLER OR GUARANTOR 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)
SELLER OR GUARANTOR SHALL ADMIT IN
WRITING ITS INABILITY TO PAY ITS DEBTS AS SUCH DEBTS BECOME DUE; OR
G)
SELLER OR GURANTOR OR ANY OF ITS
SUBSIDIARIES SHALL (I) APPLY FOR OR