THE MEANING OF THE INVESTMENT COMPANY ACT OF 1940, SECTION 3(C)5
(AS AMENDED),
(X)
WHICH, TOGETHER WITH ANY CONTRACT RELATED THERETO, DOES NOT
CONTRAVENE ANY LAW, RULE OR REGULATION APPLICABLE THERETO (INCLUDING, WITHOUT
LIMITATION, ANY LAW, RULE AND REGULATION RELATING TO TRUTH IN LENDING, FAIR
CREDIT BILLING, FAIR CREDIT REPORTING, EQUAL CREDIT OPPORTUNITY, FAIR DEBT
COLLECTION PRACTICES AND PRIVACY) AND WITH RESPECT TO WHICH NO PART OF ANY
CONTRACT RELATED THERETO IS IN VIOLATION OF ANY SUCH LAW, RULE OR REGULATION,
(XI)
WHICH SATISFIES ALL APPLICABLE REQUIREMENTS OF THE CREDIT AND
COLLECTION POLICY,
(XII)
WHICH WAS GENERATED IN THE ORDINARY COURSE OF ORIGINATOR'S
BUSINESS,
(XIII)
WHICH ARISES SOLELY FROM THE SALE OF GOODS OR THE PROVISION OF
SERVICES TO THE RELATED OBLIGOR BY ORIGINATOR, AND NOT BY ANY OTHER PERSON (IN
WHOLE OR IN PART),
(XIV)
AS TO WHICH THE AGENT HAS DETERMINED THAT SUCH RECEIVABLE OR CLASS
OF RECEIVABLES IS ACCEPTABLE AS AN ELIGIBLE RECEIVABLE, INCLUDING, WITHOUT
LIMITATION, BECAUSE SUCH RECEIVABLE ARISES UNDER A CONTRACT THAT IS ACCEPTABLE
TO THE AGENT (AND SELLER MAY ASSUME A RECEIVABLE SATISFIES THIS CLAUSE (XIV)
UNLESS AND UNTIL IT SHALL HAVE RECEIVED NOTICE IN WRITING FROM THE AGENT TO THE
CONTRARY),
(XV)
WHICH IS NOT SUBJECT TO ANY RIGHT OF RESCISSION, SET-OFF OR
COUNTERCLAIM, OR ANY DEFENSE ARISING OUT OF THE VIOLATION OF ANY USURY LAWS, OF
THE APPLICABLE OBLIGOR AGAINST ORIGINATOR OR ANY OTHER ADVERSE CLAIM, AND THE
OBLIGOR THEREON HOLDS NO RIGHT AS AGAINST ORIGINATOR TO CAUSE ORIGINATOR TO
REPURCHASE THE GOODS OR MERCHANDISE THE SALE OF WHICH SHALL HAVE GIVEN RISE TO
SUCH RECEIVABLE (EXCEPT WITH RESPECT TO SALE DISCOUNTS
10
effected pursuant to the Contract, or defective goods returned in accordance
with the terms of the Contract),
(XVI)
AS TO WHICH ORIGINATOR HAS SATISFIED AND FULLY PERFORMED ALL
OBLIGATIONS ON ITS PART WITH RESPECT TO SUCH RECEIVABLE REQUIRED TO BE FULFILLED
BY IT, AND NO FURTHER ACTION IS REQUIRED TO BE PERFORMED BY ANY PERSON WITH
RESPECT THERETO OTHER THAN PAYMENT THEREON BY THE APPLICABLE OBLIGOR (IT BEING
UNDERSTOOD THAT, IN THE CASE OF ANY PROGRESS BILLING ARRANGEMENT, INDIVIDUAL
INSTALLMENT OBLIGATIONS OF THE APPLICABLE OBLIGOR SHALL NOT CONSTITUTE ELIGIBLE
RECEIVABLES UNTIL THE UNDERLYING PROJECT SHALL HAVE BEEN COMPLETED AND ALL
PERFORMANCE OBLIGATIONS OF ORIGINATOR IN CONNECTION THEREWITH SHALL HAVE BEEN
FULLY RENDERED); PROVIDED THAT A RECEIVABLE SATISFYING THE REQUIREMENTS OF
"ELIGIBLE RECEIVABLE" BUT FOR THIS CLAUSE (XVI) MAY CONSTITUTE AN ELIGIBLE
RECEIVABLE IF (A) SUCH RECEIVABLE WAS ORIGINATED AT OR IS OTHERWISE ATTRIBUTABLE
TO ORIGINATOR'S PLANT LOCATED IN TANEYTOWN, MARYLAND AND (B) THE OUTSTANDING
BALANCE OF SUCH RECEIVABLE, WHEN ADDED TO THE OUTSTANDING BALANCE OF ALL OTHER
RECEIVABLES THEN CONSTITUTING ELIGIBLE RECEIVABLES BY REASON OF THIS PROVISO,
DOES NOT EXCEED AN AMOUNT EQUAL TO 90% OF THE OUTSTANDING BALANCE OF ALL
RECEIVABLES (EXCLUDING, DURING THE TRANSITION PERIOD, BAAN RECEIVABLES)
ORIGINATED AT OR IS OTHERWISE ATTRIBUTABLE TO ORIGINATOR'S PLANT LOCATED IN
TANEYTOWN, MARYLAND, AND
(XVII)
ALL RIGHT, TITLE AND INTEREST TO AND IN WHICH HAS BEEN VALIDLY
TRANSFERRED BY