SUCH ACCOUNTS IS CONDITIONED
UPON SUCH BORROWER'S SATISFACTORY COMPLETION OF ANY FURTHER PERFORMANCE UNDER
THE AGREEMENT GIVING RISE THERETO), BILL AND HOLD INVOICES OR RETAINAGE
INVOICES, EXCEPT AS TO BILL AND HOLD INVOICES, IF AGENT SHALL HAVE RECEIVED AN
AGREEMENT IN WRITING FROM THE ACCOUNT DEBTOR, IN FORM AND SUBSTANCE REASONABLY
SATISFACTORY TO AGENT, CONFIRMING THE UNCONDITIONAL OBLIGATION OF THE ACCOUNT
DEBTOR TO TAKE THE GOODS RELATED THERETO AND PAY SUCH INVOICE;
9
(G)
THE ACCOUNT DEBTOR WITH RESPECT TO SUCH ACCOUNTS HAS NOT ASSERTED A
COUNTERCLAIM, DEFENSE OR DISPUTE AND IS NOT OWED OR DOES NOT CLAIM TO BE OWED
ANY AMOUNTS THAT MAY GIVE RISE TO ANY RIGHT OF SETOFF OR RECOUPMENT AGAINST SUCH
ACCOUNTS (BUT THE PORTION OF THE ACCOUNTS OF SUCH ACCOUNT DEBTOR IN EXCESS OF
THE AMOUNT AT ANY TIME AND FROM TIME TO TIME OWED BY SUCH BORROWER TO SUCH
ACCOUNT DEBTOR OR CLAIMED OWED BY SUCH ACCOUNT DEBTOR THAT OTHERWISE SATISFY THE
CRITERIA FOR ELIGIBLE ACCOUNTS SHALL BE DEEMED ELIGIBLE ACCOUNTS);
(H)
THERE ARE NO FACTS, EVENTS OR OCCURRENCES WHICH WOULD IMPAIR THE
VALIDITY, ENFORCEABILITY OR COLLECTABILITY OF SUCH ACCOUNTS OR REDUCE THE AMOUNT
PAYABLE (OTHER THAN TO THE EXTENT OF SALES CREDITS IN FAVOR OF ACCOUNT DEBTORS
CONSISTENT WITH THE PRACTICES OF BORROWERS WITH RESPECT THERETO AS OF THE DATE
HEREOF) OR DELAY IN ANY MATERIAL RESPECT PAYMENT THEREUNDER;
(I)
EXCEPT FOR SECURITY INTERESTS OR LIENS THEREIN IN FAVOR OF A PERSON
WITH WHOM AGENT HAS ENTERED INTO A SATISFACTORY INTERCREDITOR AGREEMENT OR AS
AGENT MAY OTHERWISE SPECIFICALLY AGREE, SUCH ACCOUNTS ARE SUBJECT TO THE FIRST
PRIORITY, VALID AND PERFECTED SECURITY INTEREST OF AGENT AND ANY GOODS GIVING
RISE THERETO ARE NOT, AND WERE NOT AT THE TIME OF THE SALE THEREOF, SUBJECT TO
ANY CLAIMS, LIENS, SECURITY INTEREST INTERESTS, CHARGES OR OTHER ENCUMBRANCES
OTHER THAN IN FAVOR OF AGENT, OR THOSE THAT HAVE BEEN RELEASED AND TERMINATED ON
OR BEFORE THE DATE HEREOF, OR ARE OTHERWISE PERMITTED UNDER SECTION 9.8 HEREOF,
PROVIDED, THAT, ANY OF SUCH CLAIMS, LIENS, SECURITY INTEREST INTERESTS, CHARGES
OR OTHER ENCUMBRANCES WITH RESPECT TO SUCH GOODS DO NOT EXTEND TO SUCH ACCOUNTS;
(J)
THE ACCOUNT DEBTOR IS NOT AN AFFILIATE OF ANY BORROWER;
(K)
THE ACCOUNT DEBTORS WITH RESPECT TO SUCH ACCOUNTS ARE NOT ANY FOREIGN
GOVERNMENT, THE UNITED STATES OF AMERICA, ANY STATE, POLITICAL SUBDIVISION,
DEPARTMENT, AGENCY OR INSTRUMENTALITY THEREOF, UNLESS, IF THE ACCOUNT DEBTOR IS
THE UNITED STATES OF AMERICA, ANY STATE, POLITICAL SUBDIVISION, DEPARTMENT,
AGENCY OR INSTRUMENTALITY THEREOF, UPON AGENT'S REQUEST, THE FEDERAL ASSIGNMENT
OF CLAIMS ACT OF 1940, AS AMENDED OR ANY SIMILAR STATE OR LOCAL LAW, IF
APPLICABLE, HAS BEEN COMPLIED WITH IN A MANNER SATISFACTORY TO AGENT; PROVIDED,
THAT, SO LONG AS NO DEFAULT OR EVENT OF DEFAULT SHALL EXIST OR HAVE OCCURRED AND
BE CONTINUING, AND THE AGGREGATE AMOUNT OF SUCH ACCOUNTS IS LESS THAN $500,000,
AGENT SHALL NOT REQUEST THAT BORROWERS COMPLY WITH SUCH LAWS;
(L)
THERE ARE NO PROCEEDINGS OR ACTIONS WHICH ARE THREATENED OR PENDING
AGAINST