PURCHASED 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 THE SELLER OR ANY
CERTIFICATE FURNISHED TO THE 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 THE SELLER AND (II) ACTUAL KNOWLEDGE OF THE SELLER 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) THE SELLER 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 THE 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)
THE SELLER 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
THE SELLER OR (II) ACTUAL KNOWLEDGE OF THE SELLER; 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 THE 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 THE 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 THE SELLER 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)
THE SELLER SHALL ADMIT IN WRITING ITS
INABILITY TO PAY ITS DEBTS AS SUCH DEBTS BECOME DUE; OR
G)
THE SELLER OR ANY OF ITS SUBSIDIARIES SHALL
(I) APPLY FOR OR CONSENT TO THE APPOINTMENT OF,