INVOICE IS
SUBJECT TO SUCH CREDIT PARTY'S COMPLETION OF FURTHER PERFORMANCE UNDER SUCH
CONTRACT OR IS SUBJECT TO THE EQUITABLE LIEN OF A SURETY BOND ISSUER;
(C)
TO THE EXTENT OF ANY DEFENSE, COUNTERCLAIM,
SETOFF OR DISPUTE THAT IS ASSERTED AS TO SUCH ACCOUNT;
(D)
THAT IS NOT A TRUE AND CORRECT STATEMENT OF
BONA FIDE INDEBTEDNESS INCURRED IN THE AMOUNT OF THE ACCOUNT FOR MERCHANDISE
SOLD TO OR SERVICES RENDERED;
(E)
WITH RESPECT TO WHICH AN INVOICE HAS NOT
BEEN SENT TO THE APPLICABLE ACCOUNT DEBTOR;
(F)
THAT (I) IS NOT OWNED BY SUCH CREDIT
PARTY OR (II) IS SUBJECT TO ANY RIGHT, CLAIM, SECURITY INTEREST OR OTHER
INTEREST OF ANY OTHER PERSON, OTHER THAN LIENS IN FAVOR OF AGENT, ON BEHALF OF
ITSELF AND LENDERS, AND OTHER THAN PERMITTED ENCUMBRANCES DESCRIBED IN CLAUSE
(A) AND CLAUSE (L) OF THE DEFINITION OF THE TERM "PERMITTED ENCUMBRANCES";
(G)
THAT ARISES FROM A SALE TO ANY DIRECTOR,
OFFICER, OTHER EMPLOYEE OR AFFILIATE OF ANY CREDIT PARTY, OR TO ANY ENTITY THAT
HAS ANY COMMON OFFICER WITH ANY CREDIT PARTY;
14
(H)
THAT IS THE OBLIGATION OF AN ACCOUNT DEBTOR
THAT IS THE UNITED STATES GOVERNMENT OR A POLITICAL SUBDIVISION THEREOF, OR ANY
STATE, COUNTY OR MUNICIPALITY OR DEPARTMENT, AGENCY OR INSTRUMENTALITY THEREOF
WHICH, WHEN ADDED TO THE OTHER OBLIGATIONS OF ACCOUNT DEBTORS THAT ARE THE
UNITED STATES GOVERNMENT OR A POLITICAL SUBDIVISION THEREOF, OR ANY STATE,
COUNTY OR MUNICIPALITY OR DEPARTMENT, AGENCY OR INSTRUMENTALITY THEREOF, EXCEEDS
$5,000,000 IN THE AGGREGATE UNLESS AGENT, IN ITS SOLE DISCRETION, HAS AGREED TO
THE CONTRARY IN WRITING AND SUCH CREDIT PARTY, IF NECESSARY OR DESIRABLE, HAS
COMPLIED WITH RESPECT TO SUCH OBLIGATION WITH THE FEDERAL ASSIGNMENT OF CLAIMS
ACT OF 1940, OR ANY APPLICABLE STATE, COUNTY OR MUNICIPAL LAW RESTRICTING THE
ASSIGNMENT THEREOF WITH RESPECT TO SUCH OBLIGATION;
(I)
THAT IS THE OBLIGATION OF AN ACCOUNT
DEBTOR LOCATED IN A FOREIGN COUNTRY OTHER THAN CANADA UNLESS PAYMENT THEREOF IS
ASSURED BY A LETTER OF CREDIT ASSIGNED AND DELIVERED TO AGENT, REASONABLY
SATISFACTORY TO AGENT AS TO FORM, AMOUNT AND ISSUER;
(J)
TO THE EXTENT SUCH CREDIT PARTY OR ANY
SUBSIDIARY OF BORROWER THAT IS NOT A CREDIT PARTY IS LIABLE FOR GOODS SOLD OR
SERVICES RENDERED BY THE APPLICABLE ACCOUNT DEBTOR TO SUCH CREDIT PARTY OR SUCH
SUBSIDIARY BUT ONLY TO THE EXTENT OF THE POTENTIAL OFFSET;
(K)
THAT ARISES WITH RESPECT TO GOODS THAT ARE
DELIVERED ON A BILL-AND-HOLD, CASH-ON-DELIVERY BASIS OR PLACED ON CONSIGNMENT,
GUARANTEED SALE OR OTHER TERMS BY REASON OF WHICH THE PAYMENT BY THE ACCOUNT
DEBTOR IS OR MAY BE CONDITIONAL;
(L)
IF ANY OF THE FOLLOWING APPLIES TO SUCH
ACCOUNT:
(I)
THE ACCOUNT IS NOT PAID WITHIN THE
EARLIER OF: 60 DAYS FOLLOWING ITS DUE DATE SET FORTH IN ITS ORIGINAL INVOICE OR,
UNLESS THE ACCOUNT IS A DATING ACCOUNT, 90 DAYS FOLLOWING ITS ORIGINAL INVOICE
DATE;
(II)
THE ACCOUNT DEBTOR OBLIGATED UPON SUCH
ACCOUNT SUSPENDS BUSINESS, MAKES A GENERAL ASSIGNMENT FOR THE BENEFIT OF
CREDITORS OR FAILS