BORROWER ARE ORGANIZED AND IN WHICH CHIEF EXECUTIVE OFFICES OF EACH OF THE
ORIGINATORS, THE PARENT AND THE BORROWER ARE LOCATED AND (II) UNDER THE TERMS OF
THE RELATED CONTRACT, THE RIGHT TO PAYMENT THEREOF MAY BE FREELY ASSIGNED,
INCLUDING AS A RESULT OF COMPLIANCE WITH APPLICABLE LAW (OR WITH RESPECT TO
WHICH, THE PROHIBITION ON THE ASSIGNMENT OF RIGHTS TO PAYMENT ARE MADE FULLY
INEFFECTIVE UNDER APPLICABLE LAW);
(Q)
THAT IS PAYABLE SOLELY AND DIRECTLY TO AN
ORIGINATOR AND NOT TO ANY OTHER PERSON (INCLUDING ANY SHIPPER OF THE MERCHANDISE
OR GOODS THAT GAVE RISE TO SUCH RECEIVABLE), EXCEPT TO THE EXTENT THAT PAYMENT
THEREOF MAY BE MADE TO A LOCKBOX OR OTHERWISE AS DIRECTED PURSUANT TO ARTICLE VI
OF THE FUNDING AGREEMENT;
(R)
WITH RESPECT TO WHICH ALL MATERIAL
CONSENTS, LICENSES, APPROVALS OR AUTHORIZATIONS OF, OR REGISTRATIONS WITH, ANY
GOVERNMENTAL AUTHORITY REQUIRED TO BE OBTAINED, EFFECTED OR GIVEN IN CONNECTION
WITH THE CREATION OF SUCH RECEIVABLE OR THE CONTRACT THEREFOR HAVE BEEN DULY
OBTAINED, EFFECTED OR GIVEN AND ARE IN FULL FORCE AND EFFECT;
(S)
THAT IS CREATED THROUGH THE PROVISION OF
MERCHANDISE, GOODS OR SERVICES BY THE ORIGINATOR THEREOF IN THE ORDINARY COURSE
OF ITS BUSINESS;
14
(T)
THAT IS NOT THE LIABILITY OF AN OBLIGOR
THAT, UNDER THE TERMS OF THE CREDIT AND COLLECTION POLICIES, IS RECEIVING OR
SHOULD RECEIVE MERCHANDISE, GOODS OR SERVICES ON A "CASH ON DELIVERY" BASIS;
(U)
THAT DOES NOT CONSTITUTE A REBILLED AMOUNT
ARISING FROM A DEDUCTION TAKEN BY AN OBLIGOR WITH RESPECT TO A PREVIOUSLY
ARISING RECEIVABLE;
(V)
AS TO WHICH THE BORROWER HAS A FIRST
PRIORITY PERFECTED OWNERSHIP INTEREST AND IN WHICH THE ADMINISTRATIVE AGENT HAS
A FIRST PRIORITY PERFECTED SECURITY INTEREST, IN EACH CASE NOT SUBJECT TO ANY
LIEN, RIGHT, CLAIM, SECURITY INTEREST OR OTHER INTEREST OF ANY OTHER PERSON
(OTHER THAN, IN THE CASE OF THE BORROWER, THE LIEN OF THE ADMINISTRATIVE AGENT
FOR THE BENEFIT OF THE LENDERS);
(W)
TO THE EXTENT SUCH TRANSFERRED RECEIVABLE
REPRESENTS POSTAGE OR SALES TAX, SUCH PORTIONS OF SUCH RECEIVABLE SHALL NOT BE
AN ELIGIBLE RECEIVABLE;
(X)
THAT DOES NOT REPRESENT THE BALANCE OWED
BY AN OBLIGOR ON A RECEIVABLE IN RESPECT OF WHICH THE OBLIGOR HAS MADE PARTIAL
PAYMENT;
(Y)
WITH RESPECT TO WHICH NO CHECK, DRAFT OR
OTHER ITEM OF PAYMENT WAS PREVIOUSLY RECEIVED THAT WAS RETURNED UNPAID OR
OTHERWISE;
(Z)
WITH RESPECT TO WHICH NO AUTHORIZED
OFFICER OF THE BORROWER, THE SERVICER OR ANY ORIGINATOR THEREOF HAS ANY ACTUAL
KNOWLEDGE OF ANY FACT (INCLUDING ANY DEFAULTS BY THE OBLIGOR THEREUNDER ON ANY
OTHER RECEIVABLE) THAT WOULD CAUSE SUCH PERSON TO EXPECT THAT ANY PAYMENTS ON
SUCH RECEIVABLE WILL NOT BE PAID IN FULL WITHIN (I) 60 DAYS OF ITS BILLING DATE
THEREFOR IN THE CASE OF ANY TRANSFERRED RECEIVABLE OTHER THAN A PERMITTED 90 DAY
RECEIVABLE OR (II) 90 DAYS OF ITS BILLING DATE THEREFOR IN THE CASE OF ANY
TRANSFERRED RECEIVABLE THAT IS A PERMITTED 90 DAY RECEIVABLE;
(AA)
IF THE EBITDA SHORTFALL EVENT HAS OCCURRED,