THE MAKING BY ANY OBLIGOR OF AN
ASSIGNMENT OF ALL OR A SUBSTANTIAL PART OF ITS ASSETS FOR THE BENEFIT OF
CREDITORS, OR INSTITUTION OF ANY PROCEEDING BY OR AGAINST ANY OBLIGOR ALLEGING
THAT THE OBLIGOR IS INSOLVENT OR UNABLE TO PAY ITS DEBTS AS THEY MATURE IF SUCH
PROCEEDING IS NOT WITHDRAWN OR DISMISSED WITHIN SIXTY (60) DAYS AFTER ITS
INSTITUTION; (IV) ENTRY OF ANY FINAL JUDGMENT (WHICH UNDER GENERALLY ACCEPTED
ACCOUNTING PRINCIPLES WOULD BE DEEMED MATERIAL) AGAINST ANY OBLIGOR REMAINING
UNSATISFIED FOR A PERIOD OF THIRTY (30) DAYS IF SUCH JUDGMENT IS DEEMED BY US TO
BE A MATERIAL FACTOR IN THE CREDITWORTHINESS OF THE OBLIGOR; (V) DISSOLUTION,
MERGER, CONSOLIDATION OR TRANSFER OF A SUBSTANTIAL PART OF THE PROPERTY OF ANY
OBLIGOR WHICH IS A CORPORATION OR A PARTNERSHIP, IF SUCH DISSOLUTION, MERGER,
CONSOLIDATION OR TRANSFER IS DEEMED BY US TO BE A MATERIAL ADVERSE FACTOR IN
DETERMINING THE CREDITWORTHINESS OF SUCH OBLIGOR; OR (VII) FALSITY IN ANY
MATERIAL RESPECT AS OF THE DATE MADE IN ANY STATEMENT, REPRESENTATION OR
WARRANTY OF ANY OBLIGOR IN CONNECTION WITH ANY CONTRACT.
(L)
"OBLIGOR GUARANTY" MEANS ANY GUARANTY
GIVEN TO YOU (OR UNDER WHICH YOU HAVE RIGHTS) BY ANY PERSON OR ENTITY
GUARANTEEING THE PAYMENT AND/OR PERFORMANCE OF A CONTRACT PURCHASED BY US.
(M)
"PAYMENT" MEANS ANY PAYMENT, WHETHER OR NOT
EARNED BY PERFORMANCE, RECEIVABLE BY THE DEVELOPER OR LICENSOR OF THE SOFTWARE
ON ACCOUNT OF A CONTRACT PURCHASED BY US.
(N)
"REPURCHASE PRICE" OF A DOMESTIC CONTRACT
PURCHASED BY US MEANS, AT ANY TIME, THE SUM OF (I) THE PRESENT VALUE OF THE
BALANCE OF PAYMENT OF THE CONTRACT AT THAT TIME, CALCULATED USING THE DISCOUNT
RATE FOR SUCH CONTRACT, PLUS (II) AN ADJUSTMENT AMOUNT FOR SUCH CONTRACT EQUAL
TO ONE PERCENT (1.0%) OF THE AMOUNT, DETERMINED UNDER CLAUSE (I) OF THIS
SENTENCE.
(O)
"REPURCHASE PRICE" OF AN INTERNATIONAL
CONTRACT MEANS THE SUM OF (I) THE GREATER OF (A) THE PRESENT VALUE, CALCULATED
USING THE DISCOUNT RATE FOR SUCH CONTRACT, OF THE DOLLAR PAYMENTS DUE UNDER THE
CONTRACT OR DUE TO US UNDER ANY CURRENCY EXCHANGE AGREEMENT EXISTING WITH
RESPECT TO SUCH CONTRACT, PLUS, IF ANY CURRENCY EXCHANGE AGREEMENT WHICH HAS
BEEN ENTERED INTO WITH THE CONTRACT IS TERMINATED OR CANCELED IN CONNECTION WITH
THE REPURCHASE OR OUR INABILITY TO TRANSFER THE PAYMENTS DUE- UNDER THE CONTRACT
TO OUR COUNTERPARTY UNDER THE CURRENCY EXCHANGE AGREEMENT, THE AMOUNT PAYABLE TO
OUR COUNTERPARTY UNDER SUCH CURRENCY EXCHANGE AGREEMENT ON ACCOUNT OF THE
TERMINATION OR BREAKAGE OF THE CURRENCY EXCHANGE AGREEMENT, OR
2
(B) THE AMOUNT OF LUMP SUM DOLLAR PAYMENT QUOTED OR CONTRACTED FOR BY US UNDER A
CURRENCY EXCHANGE AGREEMENT TO ACQUIRE THE AMOUNT(S) OF INTERNATIONAL CURRENCY
PAYMENTS DUE FROM US TO OUR COUNTERPARTY UNDER A CURRENCY EXCHANGE AGREEMENT
ENTERED INTO-WITH RESPECT TO THE CONTRACT, PLUS (II) AN ADJUSTMENT AMOUNT EQUAL
TO ONE PERCENT (1%) OF THE GREATER OF ITEMS (A) OR (B) IN CLAUSE (I) OF THIS
SENTENCE PLUS (III) THE AMOUNT, IF ANY OF COSTS, FEES OR EXPENSES