MATURITY OF THE OBLIGATIONS THEREUNDER, OR (B) RESULTS IN A RIGHT BY THE OTHER
PARTY THERETO, IRRESPECTIVE OF WHETHER EXERCISED, TO ACCELERATE THE MATURITY OF
BORROWER'S OR ITS SUBSIDIARIES' OBLIGATIONS THEREUNDER, TO TERMINATE SUCH
AGREEMENT, OR TO REFUSE TO RENEW SUCH AGREEMENT PURSUANT TO AN AUTOMATIC RENEWAL
RIGHT THEREIN; OR
(J)
PROHIBITED PAYMENTS.
BORROWER OR ANY OF
ITS SUBSIDIARIES MAKES ANY PAYMENT ON ACCOUNT OF INDEBTEDNESS THAT HAS BEEN
CONTRACTUALLY SUBORDINATED IN RIGHT OF PAYMENT TO THE PAYMENT OF THE
OBLIGATIONS, EXCEPT TO THE EXTENT SUCH PAYMENT IS PERMITTED BY THE TERMS OF THE
SUBORDINATION PROVISIONS APPLICABLE TO SUCH INDEBTEDNESS; OR
(K)
REPRESENTATIONS AND WARRANTIES. ANY
REPRESENTATION OR WARRANTY MADE BY BORROWER HEREIN OR IN ANY OTHER LOAN DOCUMENT
OR IN ANY CERTIFICATE, REQUEST OR OTHER DOCUMENT FURNISHED PURSUANT TO OR UNDER
THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT PROVES TO HAVE BEEN INCORRECT IN ANY
MATERIAL RESPECT AS OF THE DATE WHEN MADE (INCLUDING AS OF THE DATE PROVIDED BY
SECTION 8.2 UPON BORROWER'S ACCEPTANCE OF THE PROCEEDS OF AN ADVANCE); OR
(L)
TERMINATION OF VALIDITY AGREEMENTS.
THE
OBLIGATIONS OF ANY VALIDITY CERTIFIER UNDER ITS VALIDITY AGREEMENT IS LIMITED OR
TERMINATED BY OPERATION OF LAW OR BY SUCH VALIDITY CERTIFIER THEREUNDER; OR
(M)
FAILURE OF PERFECTION OF LIENS.
THIS
AGREEMENT OR ANY OTHER LOAN DOCUMENT THAT PURPORTS TO CREATE A LIEN, SHALL, FOR
ANY REASON, FAIL OR CEASE TO CREATE A VALID AND PERFECTED AND, EXCEPT TO THE
EXTENT PERMITTED BY THE TERMS HEREOF OR THEREOF, FIRST PRIORITY LIEN ON OR
SECURITY INTEREST IN THE COLLATERAL COVERED HEREBY OR THEREBY; OR
(N)
INVALIDITY OF LOAN DOCUMENTS.
ANY PROVISION
OF ANY LOAN DOCUMENT SHALL AT ANY TIME FOR ANY REASON BE DECLARED TO BE NULL AND
VOID, OR THE VALIDITY OR ENFORCEABILITY THEREOF SHALL BE CONTESTED BY BORROWER
OR ANY OF ITS SUBSIDIARIES, OR A PROCEEDING SHALL BE COMMENCED BY BORROWER OR
ANY OF ITS SUBSIDIARIES, OR BY ANY GOVERNMENTAL AUTHORITY HAVING JURISDICTION
OVER BORROWER, SEEKING TO ESTABLISH THE INVALIDITY OR UNENFORCEABILITY THEREOF,
OR BORROWER OR ANY OF ITS SUBSIDIARIES SHALL DENY THAT BORROWER OR SUCH
SUBSIDIARY HAS ANY LIABILITY OR OBLIGATION PURPORTED TO BE CREATED UNDER ANY
LOAN DOCUMENT; OR
(O)
CHANGE OF CONTROL.
THE OCCURRENCE OF A
CHANGE OF CONTROL; OR
(P)
MATERIAL ADVERSE CHANGE.
THE OCCURRENCE OF
A MATERIAL ADVERSE CHANGE; OR
(Q)
DEPARTURE OF KEY EMPLOYEES.
ANY OF THE
EMPLOYEES OF BORROWER LISTED ON SCHEDULE 7.1(Q) HERETO SHALL CEASE TO BE
EMPLOYED IN SUCH INDIVIDUAL'S CURRENT CAPACITY WITH BORROWER AND A REPLACEMENT
SATISFACTORY TO LENDER SHALL NOT BE HIRED WITHIN 45 DAYS OF SUCH TERMINATION OF
EMPLOYMENT; OR
(R)
DEFAULT UNDER AGREEMENT WITH SBA.
BORROWER SHALL BE IN DEFAULT, AFTER THE EXPIRATION OF ANY APPLICABLE NOTICE,
GRACE OR CURE PERIODS, IN ANY MATERIAL RESPECT OF ITS SERVICING OR ANY OTHER
OBLIGATIONS UNDER THE MULTI-PARTY AGREEMENT OR UNDER ANY LOAN GUARANTY
AGREEMENT; OR
51
(S)
DEFAULT UNDER SECURITIZATION TRANSACTION.
BORROWER SHALL BE IN DEFAULT, AFTER THE EXPIRATION OF ANY APPLICABLE NOTICE,
GRACE OR CURE PERIODS, IN