FOR THE PURPOSE OF EFFECTING ANY
OF THE FOREGOING;
(F)
THE SALE IS TO A CUSTOMER OUTSIDE THE
UNITED STATES OF AMERICA OR CANADA, UNLESS THE SALE IS ON LETTER OF CREDIT,
GUARANTY OR ACCEPTANCE TERMS, IN EACH CASE ACCEPTABLE TO AGENT IN ITS SOLE
DISCRETION;
(G)
THE SALE TO THE CUSTOMER IS ON A
BILL-AND-HOLD, GUARANTEED SALE, SALE-AND-RETURN, SALE ON APPROVAL, CONSIGNMENT
OR ANY OTHER REPURCHASE OR RETURN BASIS OR IS EVIDENCED BY CHATTEL PAPER;
(H)
AGENT BELIEVES, IN ITS REASONABLE CREDIT
JUDGMENT, THAT COLLECTION OF SUCH RECEIVABLE IS INSECURE OR THAT SUCH RECEIVABLE
MAY NOT BE PAID BY REASON OF THE CUSTOMER'S FINANCIAL INABILITY TO PAY;
(I)
THE CUSTOMER IS THE UNITED STATES OF
AMERICA, ANY STATE OR ANY DEPARTMENT, AGENCY OR INSTRUMENTALITY OF ANY OF THEM,
UNLESS BORROWER ASSIGNS ITS RIGHT TO PAYMENT OF SUCH RECEIVABLE TO AGENT
PURSUANT TO THE ASSIGNMENT OF CLAIMS ACT OF 1940, AS AMENDED (31 U.S.C.
9
SUB-SECTION 3727 ET SEQ. AND 41 U.S.C. SUB-SECTION 15 ET SEQ.) OR HAS OTHERWISE
COMPLIED WITH OTHER APPLICABLE STATUTES OR ORDINANCES;
(J)
THE GOODS GIVING RISE TO SUCH RECEIVABLE
HAVE NOT BEEN SHIPPED AND DELIVERED TO AND ACCEPTED BY THE CUSTOMER OR THE
SERVICES GIVING RISE TO SUCH RECEIVABLE HAVE NOT BEEN PERFORMED BY BORROWER AND
ACCEPTED BY THE CUSTOMER OR THE RECEIVABLE OTHERWISE DOES NOT REPRESENT A FINAL
SALE, EXCEPT FOR CUSTOMARY RIGHTS OF RETURN IN ACCORDANCE WITH PRACTICES
DISCLOSED IN WRITING TO AGENT;
(K)
THE RECEIVABLES OF THE CUSTOMER EXCEED A
CREDIT LIMIT DETERMINED BY AGENT, IN ITS REASONABLE CREDIT JUDGMENT, TO THE
EXTENT SUCH RECEIVABLE EXCEEDS SUCH LIMIT;
(L)
THE RECEIVABLE IS SUBJECT TO ANY OFFSET,
DEDUCTION, DEFENSE, DISPUTE, OR COUNTERCLAIM, (EXCEPT THAT THE AMOUNT OF THE
RECEIVABLE IN EXCESS OF SUCH OFFSET, DEDUCTION, DEFENSE, DISPUTE OR COUNTERCLAIM
SHALL NOT BE INELIGIBLE DUE TO THE OPERATION THIS CLAUSE (L)) OR THE RECEIVABLE
IS CONTINGENT IN ANY RESPECT OR FOR ANY REASON;
(M)
THE BORROWER HAS MADE ANY AGREEMENT WITH ANY
CUSTOMER FOR ANY DEDUCTION THEREFROM, EXCEPT FOR DISCOUNTS OR ALLOWANCES MADE IN
THE ORDINARY COURSE OF BUSINESS FOR PROMPT PAYMENT, ALL OF WHICH DISCOUNTS OR
ALLOWANCES ARE REFLECTED IN THE CALCULATION OF THE FACE VALUE OF EACH RESPECTIVE
INVOICE RELATED THERETO;
(N)
ANY RETURN, REJECTION OR REPOSSESSION OF THE
MERCHANDISE HAS OCCURRED;
(O)
SUCH RECEIVABLE IS NOT PAYABLE TO BORROWER;
(P)
RECEIVABLES WITH RESPECT TO WHICH THE
CUSTOMER IS LOCATED IN NEW JERSEY, MINNESOTA, OR ANY OTHER STATE DENYING
CREDITORS ACCESS TO ITS COURTS IN THE ABSENCE OF A NOTICE OF BUSINESS ACTIVITIES
REPORT OR OTHER SIMILAR FILING, UNLESS BORROWER IS INCORPORATED UNDER THE LAWS
OF SUCH STATE OR HAS EITHER QUALIFIED AS A FOREIGN CORPORATION AUTHORIZED TO
TRANSACT BUSINESS IN SUCH STATE OR HAS FILED A NOTICE OF BUSINESS ACTIVITIES
REPORT OR SIMILAR FILING WITH THE APPLICABLE STATE AGENCY FOR THE THEN CURRENT
YEAR; OR
(Q)
SUCH RECEIVABLE IS NOT OTHERWISE
SATISFACTORY TO AGENT AS DETERMINED IN GOOD FAITH BY AGENT IN THE EXERCISE OF
ITS DISCRETION IN A REASONABLE