------------ RECEIVABLES PURCHASE AGREEMENT

 

                                                                   Exhibit 99.1

                                                                   ------------

 

                         RECEIVABLES PURCHASE AGREEMENT

 

     This Receivables   Purchase Agreement (this "Agreement") is made and entered

into as of November   29,   2005,   by and between   CONEXANT   USA,   LLC, a Delaware

limited liability company ("Purchaser"),   and CONEXANT SYSTEMS, INC., a Delaware

corporation ("Seller").

 

                                  WITNESSETH:

 

     On the terms and subject to the   conditions   set forth   herein,   Seller has

agreed to sell,   and Purchaser   has agreed to purchase,   on a "true sale" basis,

certain of Seller's Accounts Receivable.

 

                            ARTICLE I DEFINITIONS

 

     Section 1.1 Definitions.   Unless otherwise   defined herein,   all terms with

their initial   letters   capitalized   shall have the meanings given such terms in

that certain   Credit and Security   Agreement   dated the date hereof (as the same

may be amended, restated, supplemented, or otherwise modified from time to time,

the "Credit   Agreement"),   by and between Purchaser and Wachovia Bank,   National

Association (the "Lender").

 

     Section 1.2 Accounting Terms and Determinations. Unless otherwise specified

herein,   all terms of an accounting   character used herein shall be interpreted,

all   accounting   determinations   hereunder   shall   be   made,   and all   financial

statements required to be delivered   hereunder shall be prepared,   in accordance

with GAAP, applied on a basis consistent (except for changes concurred in by the

Public   Accountants   or   otherwise   required   by a change in GAAP) with the most

recent audited consolidated financial statements of Seller and its Subsidiaries.

 

      Section 1.3   References.   Unless   otherwise   indicated,   references in this

Agreement   to   "articles,"   "exhibits,"    "schedules,"    "sections,"   and   other

subdivisions are references to articles, exhibits, schedules, sections and other

subdivisions hereof.

 

     Section 1.4 Terminology.   The terms "herein," "hereof," and "hereunder" and

other words of similar   import refer to this Agreement as a whole and not to any

particular section,   paragraph or subdivision.   Any pronoun used shall be deemed

to cover all genders. Unless the context otherwise clearly indicates, words used

in the   singular   include   the plural and words used in the plural   include   the

singular. In the computation of periods of time from a specified date to a later

specified   date,   the word "from" means "from and   including" and the words "to"

and "until"   each means "to but   excluding."   All   references   to   statutes   and

related   regulations   shall   include any   amendments   of same and any   successor

statutes and regulations.   All references to any of the Program   Documents shall

include   any   and   all   amendment   or   modifications   thereto   and   any   and all

restatements, extensions or renewals thereof. All references to any Person shall

mean and   include the   successors   and   permitted   assigns of such   Person.   All

references to "including" and "include" shall be understood to mean   "including,

without   limitation."   All   references to the time of day shall mean the time of

day on the day in   question   in   Philadelphia,   Pennsylvania,   unless   otherwise

expressly provided in this Agreement.   A Default or an Event of Default shall be

deemed to exist at all times during the period   commencing on the date that such

Default or Event of Default occurs to the date on which such Default or Event of

Default is waived in writing   pursuant   to this   Agreement   or, in the case of a

Default,   is   cured   within   any   period   of   cure   expressly   provided   in this

Agreement;   and an Event of Default shall   "continue," be   "continuing,"   or "in

existence"   until such Event of Default   has been waived in writing by Lender or

cured.  

 

 

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Whenever the phrase "to the best of   Purchaser's   knowledge" or words of

similar   import   relating to the knowledge or the awareness of any Purchaser are

used   herein,   such   phrase   shall mean and refer to the actual   knowledge   of a

Senior Officer of Purchaser.   All references to "acceptable"   or   "satisfactory"

shall,   unless   expressly   provided   otherwise,   be deemed   to mean   "reasonably

acceptable" or "reasonably satisfactory." All calculations of money values shall

be in   Dollars.   To the   extent   that any party   hereto   shall have the right to

consent   to the   taking   of any   action   hereunder,   such   consent   shall not be

unreasonably withheld or delayed (unless otherwise specifically indicated).

 

            ARTICLE II PURCHASE AND SALE OF ACCOUNTS RECEIVABLE

 

     Section 2.1   Agreement to Sell and Purchase   Certain   Accounts   Receivable.

From time to time   before   the   Purchase   Termination   Date but not   during   the

continuation   of any Default or Event of Default,   Seller may on any Preparation

Date offer to sell,   and   Purchaser   may,   in its   discretion,   purchase   on the

Settlement Date immediately following such Preparation Date, certain of Seller's

Accounts   Receivable   which arose before such Preparation   Date,   subject to the

terms and conditions set forth herein.

 

     Section   2.2   Offering   Accounts   Receivable   for Sale.   On or before   each

Preparation   Date,   Seller will notify   Purchaser   and Lender of those   Accounts

Receivable   it   desires   to   sell   to   Purchaser   on the   immediately   following

Settlement Date by delivering written notice to Purchaser, with a copy to Lender

(each,   a "Purchase   Notice"),   which   Purchase   Notice may be in the form of an

executed   Bill of Sale   dated as of,   and which will be   effective   as of,   such

Settlement   Date.   Such   Purchase   Notice shall   specifically   identify   each of

Seller's Accounts   Receivable it desires to sell and shall include the date such

Account Receivable arose, its Face Value, Uncollected Value, invoice number, the

Account   Debtor,   its due date,   and any   Deductions   (both with respect to such

Account   Receivable and the Account Debtor related thereto) granted prior to the

date of such Purchase Notice   (including,   where   applicable,   the amount of any

Earned   Rebates),   all   determined as of such   Preparation   Date, as applicable;

provided,   however,   that   Seller   will   notify   Purchaser   in   writing   on such

Settlement   Date if   there is any   change   in any of the   foregoing   information

relating to any of the Accounts Receivable identified in such Purchase Notice.

 

     Section 2.3 Accepting Accounts   Receivable.   Purchaser,   in its discretion,

may purchase none, one or more, or all of Seller's Accounts Receivable listed on

a Purchase Notice by notifying   Seller,   on such   Preparation   Date, of those it

desires to purchase.   Seller will not offer for sale,   and   Purchaser   shall not

agree to purchase,   and shall not   purchase,   any Account   Receivable if it does

not,   at the   time of   Purchaser's   purchase   thereof,   constitute   an   Eligible

Receivable in every respect, according to the definition of Eligible Receivable.

 

     Section 2.4 Purchase   Transaction.   On each   Settlement   Date,   Seller,   if

selling any   Accounts   Receivable   to Purchaser on such   Settlement   Date,   will

execute   and   deliver to   Purchaser   a bill of sale dated as of such   Settlement

Date,   which   bill of sale   will be   substantially   in the   form of   Exhibit   A,

attached hereto and made a part hereof (each, a "Bill of Sale");   provided that,

if Seller   delivered an executed   Bill of Sale in   accordance   with Section 2.2,

Seller need not   execute   and   deliver a new Bill of Sale,   but the Bill of Sale

delivered   in   accordance   with   Section   2.2   shall   become   effective   on such

Settlement Date.

 

 

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In any event, Purchaser will deliver, or cause to be delivered, a copy of such

Bill of Sale to Lender on such Settlement Date. Such Bill of Sale will list only

those of Seller's   Accounts   Receivable   which Purchaser may, and has elected

to,   purchase   in   accordance   with   Section   2.3.   The sale of the Accounts

Receivable identified on a Bill of Sale shall not be deemed consummated until

Lender shall have received a copy of such Bill of Sale,   fully executed by

Seller.

 

     Section 2.5 Payment of Purchase Price; Application of Deductions.

 

     (a) The Purchase Price for any Account Receivable   purchased from Seller by

Purchaser on any Settlement   Date shall be paid on such   Settlement Date in cash

to the extent of the Cash Price of such Account   Receivable and by an accrual on

the   Subordinated   Note in an amount equal to the Deferred Price of such Account

Receivable.   The parties   acknowledge and agree that the aggregate amount of any

Deductions   relating to any Purchased   Receivable (to the extent such Deductions

(a) were not otherwise taken into account in determining   the Uncollected   Value

of such Purchased   Receivable at the time of its initial purchase   hereunder and

(b) have not   otherwise   been   accounted   for under this   Section   2.5) shall be

accounted    for   by   deducting    the    aggregate    amount   of   such    Deductions

dollar-for-dollar   from the Uncollected   Value of all Accounts   Receivable being

purchased on the Settlement   Date following the   Preparation   Date on which such

Deductions   were   reported,   and   the   Purchase   Price   for   all   such   Accounts

Receivable   being so purchased shall be based on such reduced amount;   provided,

however,   that,   to the   extent   the   amount   of   such   Deductions   exceeds   the

Uncollected Value of the Accounts   Receivable being purchased on such Settlement

Date, such excess   Deductions   shall,   subject to the   satisfaction of all other

applicable terms and conditions of the Program Documents,   be carried forward to

the next succeeding Settlement Date, and so on until accounted for hereunder.

 

     (b) In addition to the   preceding   subclause   (a), the   provisions   of this

subclause (b) apply, without duplication, with respect to Deductions in the form

of Earned Rebates:

 

     (i) Seller and Purchaser acknowledge and agree that:

 

         (A) Seller has established   certain incentive programs with certain

          Account Debtors and such   incentive   programs   from time to time allow

         each such Account Debtor to accrue Earned Rebates;

 

         (B) as to Purchaser,   these Earned Rebates constitute Deductions,

         although neither   Seller nor Purchaser   knows with any certainty when

         or against which of the   Accounts   Receivable   such   Earned   Rebates

         will be applied by the related Account Debtor; and

 

         (C) all Earned   Rebates will be taken into account (on a  

         dollar-for-dollar basis) as Deductions in   determining   the Purchase

         Price to be paid by Purchaser with   respect to the   Purchaser's

         purchase   of Accounts   Receivable   as further provided in Section

         2.5(a), above.

 

     (ii) Because of the Purchase Price   adjustment   described above (i.e.,   the

     taking into   account of all Earned   Rebates)   and the   uncertainty   over

     when or against which of the Accounts   Receivable such Earned Rebates will

     be applied by the related Account   Debtor,   Purchaser may receive payment

     from Account Debtors greater   than   that   contemplated   by   the   Purchase

     Price   paid   for   Accounts Receivable,   and   Purchaser   shall be entitled

     to   maintain in the   Purchaser's Account and otherwise account for such

     excess payment as cash collateral against the future   application   of

     Earned   Rebates by Account   Debtors,   subject to the following:

 

 

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         (A) if an Account   Debtor   applies all or any portion of its Earned

         Rebates to a Purchased   Receivable,   Purchaser shall pay to itself an

         equivalent portion of such cash   collateral in accordance   with the

         following   subclause   (iii) to compensate it for such Earned Rebate;

 

         (B) if an Account Debtor applies all or any portion of its Earned

         Rebate to an Account Receivable which was not sold to Purchaser,   then

         Purchaser shall, on request of Seller, pay over to Seller in accordance

          with the following subclause (iii) all or such   portion of such cash

         collateral   equal to the amount of such Earned Rebate actually applied

         by such Account Debtor; and

 

         (C) if   Purchaser   does not own any   Purchased   Receivables   payable

         by an Account Debtor for whom   Purchaser   holds cash   collateral,

         then, on request of Seller,   Purchaser will pay such cash   collateral

         attributable   to such Account Debtor over to Seller in accordance with

         the following subclause (iii).

 

     (iii)   Application   or   disposition   of   cash   collateral   pursuant   to the

     immediately   preceding   subclause   (ii)   shall   be made on the   Settlement

     Date immediately   following the Preparation Date on which   application or

     disposition is   accounted   for.   Purchaser   shall   have no   obligation   to

     apply   any   cash collateral   in favor of Seller to the extent doing so

     would cause the   aggregate amount of such cash   collateral   to be less

     than the   amount of Earned   Rebates existing, without duplication, with

     respect to all Purchased Receivables and all Account Debtors relating to

     the Purchased   Receivables.   Any application of cash collateral in favor of

     Seller may be made and accounted for by an accrual on the Subordinated

     Note.

 

     Section 2.6 True Sale of   Purchased   Receivables.   The sale of each Account

Receivable   will   constitute a "true sale" of all of Seller's   right,   title and

interest in and to such Account   Receivable and its Related Rights and Property,

and Purchaser shall take title to such Account Receivable and its Related Rights

and   Property   without   recourse   to Seller   except in the   event   such   Account

Receivable becomes a Designated Receivable.

 

      Section 2.7 Repurchase of Designated Receivables.

 

     (a) If a Purchased Receivable becomes a Designated Receivable:

 

         (i) The party which makes the determination that such Purchased

         Receivable has become a   Designated   Receivable   will   promptly   notify

         the other party and Lender   (which   notice   may   be   telephonic)   and

         specifically    identify   such Designated Receivable and the event or

         condition which has caused it to become a Designated Receivable;

 

 

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         (ii)   On the   next   occurring   Settlement   Date   (or the   second

         following Settlement Date, if such Designated Receivable arises after

         the Preparation Date for the next occurring   Settlement Date), Seller

         will repurchase such Designated Receivable,   without   recourse,

         with the   Settlement   Price therefor being paid pursuant to the

         following, in the following order, as applicable:

 

              (A) by a   credit   from   Seller   to   Purchaser   in an   amount

              equal   to the Settlement   Price for such Designated   Receivable,

              which credit Purchaser shall apply to the   purchase of new

              Eligible   Receivables   on such   Settlement   Date, provided,

              however,   that,   to the   extent   the   amount   of   such   new

              Eligible Receivables to be purchased on such   Settlement   Date are

              insufficient to cause the full   expenditure   of such credit as the

              Purchase   Price therefor (with such credit being applied   first,

              before the   application   of any other cash, to the purchase of new

              Eligible Receivables), then the excess Settlement Price shall be

              paid pursuant to subclause (B), below; and

 

              (B) at   Seller's   option,   by (it   being   agreed   that if   Seller

              fails to exercise   such   option   within the time   limits set forth

              in   subclause   (1)(x), below, it shall be conclusively deemed to

              have elected subclause (2), below):

 

                  (1) a reduction in the   principal   amount of the   Subordinated

                  Note in the amount of the   excess of the   Settlement   Price,

                  provided,   however,   if Seller elects the option in this

                  subclause   (1),   (x) it must first   notify   Lender in writing

                  of such election on or before the next occurring   Preparation

                  Date after the   applicable   Purchased   Receivable   became   a

                  Designated    Receivable   and, thereafter,   cooperate with

                  Lender in ensuring the Settlement Report is properly

                  documented to reflect such reduction in the principal amount

                  of the Subordinated Note and (y) to the extent the principal

                  amount of the Subordinated Note is less than the amount of the

                  excess of the Settlement   Price,   then an amount equal to the

                   amount by which the excess of the   Settlement   Price   exceeds

                  the   principal amount of the   Subordinated   Note shall be paid

                  by   pursuant   to   subclause   (2) below; or

 

                  (2) Seller in cash by wire transfer to Purchaser on such

                  Settlement   Date; and

 

         (iii) If requested by Seller,   Purchaser   will,   on such   Settlement

         Date, execute   and   deliver   a bill of sale for   such   Designated  

         Receivable   in form substantially similar to a Bill of Sale.

 

 

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     (b) Any   Policy   claim   which   may   have   been   submitted   on a   Designated

Receivable shall be withdrawn   immediately   after such Designated   Receivable is

identified as such, and Seller,   after repurchasing such Designated   Receivable,

shall   not make any   claim   under   the   Policy   for   payment   of the   Designated

Receivable.

 

     Section 2.8 Power of Attorney;   Limited License. Effective upon the Closing

Date and thereafter,   Seller hereby irrevocably names, constitutes, and appoints

Purchaser and Purchaser's   officers,   agents,   employees and representatives its

duly   authorized   attorney and agent with full power and authority to endorse in

Seller's   name any checks or other   instruments   relating   to (a) the   Purchased

Receivables purchased from Seller, including, without limitation, any Designated

Receivable until such Designated Receivable is repurchased by Seller and (b) the

Unsold   Receivables.   Seller   grants   Purchaser   a   license   to   use   any of its

tradenames,   trademarks,   or service marks for the limited   purposes of billing,

collecting,   settling,   compromising,   or otherwise   disposing of any   Purchased

Receivable purchased from Seller and its Related Rights and Property;   provided,

however,   that Purchaser   shall have no right to exploit such license in its own

right but rather shall be entitled   only to assign such   limited   license to any

other person or entity which then or thereafter   has any interest in and to such

Purchased   Receivable   or any   applicable   Related   Rights and   Property   and to

Servicer for purposes of   Servicer's   performing   its duties under the Servicing

Agreement.

 

     Section 2.9 Servicing of Accounts Receivable.

 

     (a) On and after each Settlement Date,   Purchaser shall have the sole right

to   receive   all   collections   with   respect   to all   Purchased   Receivables   it

purchased on such Settlement Date. The foregoing notwithstanding,   Purchaser and

Seller   agree to   engage   Seller's   services   as   initial   Servicer   for all the

Purchased   Receivables   pursuant   to   the   terms   set   forth   in   the   Servicing

Agreement.   Seller   agrees to   notify   all   Account   Debtors   of its   respective

Purchased   Receivables to tender all payments on such   Purchased   Receivables to

the Lockbox and to cooperate   fully with the Servicer in all respects   regarding

the servicing of the Purchased Receivables.   Collections received in the Lockbox

shall be deposited in the   Purchaser's   Account on each   Business Day or at such

other frequency as set forth in the agreements relating to the establishment and

administration of the Lockbox. All collections on an Account Receivable received

by a Person who is not the Obligee of such Account   Receivable   shall be held in

trust for the   Obligee   and,   in the case of a   Purchased   Receivable,   promptly

deposited   into   Purchaser's   Account   or   delivered   to   Servicer   with   proper

endorsement for deposit by Servicer into the Purchaser's Account.

 

     (b) Purchaser and Seller acknowledge that certain, but not necessarily all,

of the Accounts Receivable from time to time owing by a given Account Debtor may

be sold to Purchaser and that each such Account Debtor may experience   confusion

at a given time over to whom it should make payment on such Accounts Receivable.

To mitigate this risk of confusion and the associated   delay in collecting   such

Accounts   Receivable   (both   Purchased    Receivables   and   Unsold   Receivables),

Purchaser and Seller agree that,   with respect to those Account Debtors who have

been pre-approved by the Underwriter and whose Accounts Receivable are nominally

eligible for purchase by Purchaser,   the Seller may direct such Account   Debtors

to make payment on Unsold   Receivables   to the Lockbox.

 

 

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Any items of payment or other   collections on Unsold   Receivables   received

into the   Lockbox   will be   endorsed   over to   Purchaser   and   deposited   in the

Purchaser's   Account   and, on each   Settlement   Date,   such items of payment and

collections   will be paid over to Seller,   in full, in accordance   with Seller's

lawful   instructions   provided   from time to time to   Purchaser,   Servicer,   and

Lender,   to the extent such items of payment and other collections (i) have been

reasonably   identified as payment on an Unsold   Receivable and (ii) have cleared

the customary bank collection process for payments of like kind.   Purchaser will

direct Servicer to notify Purchaser,   Seller, and Lender of any items of payment

or other   collections   received in the Lockbox which are not   identifiable as to

any given   Account   Receivable,   and   Purchaser and Seller agree to cooperate in

identifying the Person to whom such items of payment or other collections should

be paid. If requested by Purchaser, Lender, or Servicer, Seller agrees from time

to time to provide   any of them with a listing of all   Unsold   Receivables   with

respect to which Seller has directed the Account   Debtor thereof to make payment

to the Lockbox.   Seller   agrees that the power of attorney   granted to Purchaser

under Section 2.8,   above,   shall apply with equal force to Unsold   Receivables;

provided,   however,   that none of Purchaser,   Servicer, or Lender shall be under

any obligation   whatsoever to enforce payment of any Unsold   Receivable and that

none of Purchaser,   Servicer,   or Lender will have any duty or   obligation   with

respect   to any Unsold   Receivable   other   than as   expressly   set forth in this

Section 2.9. In the event any item of payment received with respect to an Unsold

Receivable is paid over to Seller and, thereafter,   such item is returned unpaid

or uncollected,   or the depository institution which made the funds available to

Seller for such item of payment is by law forced to disgorge the amount   thereof

to any Person other than Seller,   then such   depository   institution   may offset

against Purchaser's funds in the Purchaser's   Account, and Seller shall promptly

reimburse   Purchaser   in an   amount   equal   thereto   upon   Seller's   receipt   of

reasonably satisfactory evidence thereof.

 

     Section 2.10 Recharacterization. The parties hereto intend that Purchaser's

purchase   of the   Purchased   Receivables   shall   constitute   an   absolute   sale,

conveying   good   title,   free   and   clear   of any   Liens   other   than   Permitted

Encumbrances. It is the intention of the parties that the initial funding of the

Minimum Balance   constitutes a contribution   of capital to Purchaser,   and not a

loan. In the event, however, that it were to be determined that the transactions

evidenced hereby and by the other Program Documents   constitute a loan and not a

contribution   of capital or purchase and sale,   then (a)   Purchaser   shall cease

purchasing   any   additional   Accounts   Receivable,    (b)   this   Agreement   shall

constitute a security agreement under applicable law, and (c) Seller does hereby

grant Purchaser a security interest in and to all of Seller's right,   title, and

interest,   whether   now   owned or   hereafter   acquired,   in,   to,   and under the

Purchased   Receivables   and their   Related   Rights   and   Property   to secure the

obligations of Seller hereunder.

 

     Section 2.11 Related Rights and Property.   In all cases   hereunder where an

Account   Receivable is sold or conveyed to a Person who then becomes the Obligee

of such Account   Receivable,   the sale or conveyance of such Account   Receivable

shall be deemed to include the sale and   conveyance of all of the Related Rights

and Property relating to such Account Receivable.

 

                            ARTICLE III THE CLOSING

 

     Section 3.1 The Closing.   The closing of the   transactions set forth herein

shall   occur on the   Closing   Date,   contemporaneously   with the   closing of the

Credit   Agreement.   In any event, this Agreement will not be effective until the

Effective Date.   Facsimile   signatures of the parties hereto shall be sufficient

to close this   Agreement;   provided that Seller and   Purchaser   agree to deliver

fully   executed,   original   counterparts of this Agreement and the other Program

Documents to Lender's   counsel for receipt by Lender's counsel no later than two

Business Days following the Closing Date.

 

 

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                     ARTICLE IV REPRESENTATIONS AND WARRANTIES

 

     Section   4.1   Representations   and   Warranties   of   Seller.   Seller   hereby

represents   and warrants to Purchaser as follows (each of which   representations

and   warranties   shall be deemed to have been restated upon the delivery of each

Bill of Sale to Purchaser):

 

     (a) Organization; Location. Seller is a corporation validly existing and in

good standing under the laws of the state of its formation or   organization   and

is authorized under such laws to conduct its business as currently conducted and

to own its assets   (including   but not limited to its   Accounts   Receivable)   as

currently   owned. The location of Seller's chief executive office and all of its

Books   and   Records    relating   to   its   Accounts    Receivable,    the   state   of

incorporation of the Seller, the Seller's federal tax identification number, and

the Seller's organizational identification number are identified in that certain

Collateral   Disclosure   Certificate delivered by Seller as of even date herewith

(the "Collateral Disclosure Certificate").

 

     (b) Capacity; Authority; Validity. Seller has all necessary corporate power

and authority to enter into this Agreement and to perform all of the obligations

to be performed by it under this Agreement.   This Agreement and the consummation

by Seller of the   transactions   contemplated   hereby   have been duly and validly

authorized by all necessary   corporate action of Seller. This Agreement has been

duly   executed   and   delivered by Seller and   constitutes   the valid and binding

obligations of Seller,   enforceable against Seller in accordance with its terms,

except   as    enforceability    may   be    limited    by    bankruptcy,    insolvency,

reorganization,   moratorium and other similar laws affecting   creditors'   rights

generally or by general principles of equity.

 

     (c)   Conflict;   Defaults.   Neither   the   execution   and   delivery   of   this

Agreement   by Seller,   nor the   consummation   of the   transactions   contemplated

hereby and thereby will (i) conflict with, result in the breach of, constitute a

default under, or accelerate the performance   required by, the terms of any law,

regulation, judgment, order, writ, decree, permit, license, agreement, contract,

instrument,   or   commitment to which Seller is a party or by which Seller or its

assets are bound,   where such conflict,   breach,   default or acceleration   could

reasonably be expected to have a material   adverse   effect on the Seller and its

Subsidiaries    (taken   as   a   whole),    the   consummation   of   the   transactions

contemplated herein, the enforceability of the Program Documents to which Seller

is a party, or the perfection and priority of the   Purchaser's (or Lender's,   as

assignee of Purchaser) security interest in and to the Purchased Receivables and

the   Related    Rights   and    Property,    (ii)   violate    Seller's    articles   of

incorporation, bylaws, or other constitutional or charter documents, as the case

may be, or (iii) require any consent, approval,   authorization or filing (which,

in each case, has not already been obtained or made) under any law,   regulation,

judgment, order, writ, decree, permit, license, agreement, contract, instrument,

or commitment to which Seller is a party or by which Seller or any of its assets

are bound, where the failure to obtain such consent, approval,   authorization or

filing could   reasonably   be expected to have a material   adverse   effect on the

Seller   and   its   Subsidiaries   (taken   as a   whole),   the   consummation   of the

transactions co