THE BORROWER, UNDER OR IN
CONNECTION WITH THIS LOAN AGREEMENT, ANY OF THE OTHER OPERATIVE DOCUMENTS OR ANY
OTHER INFORMATION OR REPORT DELIVERED BY THE BORROWER PURSUANT HERETO, OR
PURSUANT TO ANY OF THE OTHER OPERATIVE DOCUMENTS WHICH SHALL HAVE BEEN
INCOMPLETE, FALSE OR INCORRECT IN ANY RESPECT WHEN MADE OR DEEMED MADE;
(B)
THE FAILURE BY THE BORROWER TO COMPLY WITH ANY APPLICABLE LAW WITH
RESPECT TO ANY ACCOUNT, OR THE NONCONFORMITY OF ANY ACCOUNT WITH ANY SUCH
APPLICABLE LAW;
(C)
THE FAILURE TO CREATE AND MAINTAIN A VALID AND PERFECTED FIRST
PRIORITY SECURITY INTEREST IN FAVOR OF THE TRUSTEE, FOR THE BENEFIT OF THE
SECURED PARTIES, IN THE COLLATERAL, FREE AND CLEAR OF ANY ADVERSE CLAIM;
(D)
THE FAILURE TO FILE OR RECORD, OR ANY DELAY IN FILING OR
RECORDING, FINANCING STATEMENTS, CONTINUATION STATEMENTS, MORTGAGES OR OTHER
SIMILAR INSTRUMENTS OR DOCUMENTS UNDER THE UCC OF ANY APPLICABLE JURISDICTION OR
OTHER APPLICABLE LAWS WITH RESPECT TO ANY OF THE AFFECTED ASSETS;
(E)
ANY DISPUTE, CLAIM, OFFSET OR DEFENSE (OTHER THAN DISCHARGE IN
BANKRUPTCY) OF THE OBLIGOR TO THE PAYMENT OF ANY ACCOUNT (INCLUDING A DEFENSE
BASED ON SUCH ACCOUNT NOT BEING THE LEGAL, VALID AND BINDING OBLIGATION OF SUCH
OBLIGOR ENFORCEABLE AGAINST IT IN ACCORDANCE WITH ITS TERMS), OR FROM ANY BREACH
OR ALLEGED BREACH OF ANY PROVISION OF THE ACCOUNTS RESTRICTING ASSIGNMENT OF ANY
ACCOUNTS;
(F)
ANY PRODUCTS LIABILITY CLAIM OR PERSONAL INJURY OR PROPERTY
DAMAGE SUIT OR OTHER SIMILAR OR RELATED CLAIM OR ACTION OF WHATEVER SORT ARISING
OUT OF OR IN CONNECTION WITH MERCHANDISE OR SERVICES WHICH ARE THE SUBJECT OF
ANY ACCOUNT;
(G)
THE TRANSFER OF AN INTEREST IN ANY ACCOUNT OTHER THAN AN ELIGIBLE
ACCOUNT;
(H)
THE FAILURE BY THE BORROWER TO COMPLY WITH ANY TERM, PROVISION OR
COVENANT CONTAINED IN THIS LOAN AGREEMENT OR ANY OF THE OTHER OPERATIVE
DOCUMENTS TO WHICH IT IS A PARTY OR TO PERFORM ANY OF ITS RESPECTIVE DUTIES OR
OBLIGATIONS UNDER THE ACCOUNTS REQUIRED TO BE PAID BY THE BORROWER;
(I)
THE EXISTENCE OF A BORROWING BASE DEFICIENCY;
(J)
THE FAILURE OF THE BORROWER TO PAY WHEN DUE ANY TAXES, INCLUDING,
WITHOUT LIMITATION, ANY SALES, EXCISE OR PERSONAL PROPERTY TAXES PAYABLE IN
CONNECTION WITH ANY OF THE ACCOUNTS REQUIRED TO BE PAID BY THE BORROWER;
(K)
ANY REPAYMENT BY ANY INDEMNIFIED PARTY OF ANY AMOUNT PREVIOUSLY
DISTRIBUTED IN REDUCTION OF NET INVESTMENT WHICH SUCH INDEMNIFIED PARTY BELIEVES
IN GOOD FAITH IS REQUIRED TO BE MADE;
(L)
THE COMMINGLING BY THE BORROWER OF AVAILABLE COLLECTIONS AT ANY
TIME WITH ANY OTHER FUNDS;
(M)
ANY INVESTIGATION, LITIGATION OR PROCEEDING RELATED TO THIS LOAN
AGREEMENT, ANY OF THE OTHER OPERATIVE DOCUMENTS, THE USE OF PROCEEDS OF ANY LOAN
BY THE BORROWER, THE SECURITY INTEREST IN THE COLLATERAL, OR ANY AFFECTED ASSET;
(N)
ANY INABILITY TO OBTAIN ANY JUDGMENT IN OR UTILIZE THE COURT OR
OTHER ADJUDICATION SYSTEM OF, ANY STATE IN WHICH AN OBLIGOR MAY BE LOCATED AS A
RESULT OF THE FAILURE OF THE BORROWER TO QUALIFY TO