PURSUANT TO A CONTRACT WITH RESPECT TO WHICH
EACH OF THE SELLER OR THE RELATED ORIGINATOR AND THE SPV HAS PERFORMED ALL
OBLIGATIONS REQUIRED TO BE PERFORMED BY IT THEREUNDER, INCLUDING SHIPMENT OF THE
MERCHANDISE AND/OR THE PERFORMANCE OF THE SERVICES PURCHASED THEREUNDER; (B)
WHICH HAS BEEN BILLED TO THE RELATED OBLIGOR; AND (C) WHICH ACCORDING TO THE
CONTRACT RELATED THERETO, IS REQUIRED TO BE PAID IN FULL WITHIN 60 DAYS OF THE
ORIGINAL BILLING DATE THEREFOR; PROVIDED THAT AT ANY TIME UP TO 10% (BY
AGGREGATE UNPAID BALANCE) OF THE ELIGIBLE RECEIVABLES MAY PERMIT THE RELATED
OBLIGOR TO PAY SUCH RECEIVABLE ON A DATE THAT IS WITHIN A PERIOD OF 60 TO 120
DAYS OF THE ORIGINAL BILLING DATE THEREFOR;
7
(III)
WHICH (A) SATISFIES ALL APPLICABLE REQUIREMENTS OF THE CREDIT AND
COLLECTION POLICY AND (B) AT THE TIME OF THE PURCHASE BY THE AGENT, ON BEHALF OF
THE INVESTORS THEREOF HEREUNDER, SATISFIES SUCH OTHER CRITERIA AND REQUIREMENTS
AS THE AGENT MAY FROM TIME TO TIME REASONABLY SPECIFY TO THE SPV;
(IV)
(A) WHICH HAS BEEN SOLD TO THE RECEIVABLES SELLER PURSUANT TO (AND
IN ACCORDANCE WITH) THE FIRST TIER AGREEMENT AND SOLD OR CONTRIBUTED TO THE SPV
PURSUANT TO (AND IN ACCORDANCE WITH) THE SECOND TIER AGREEMENT, (B) WHICH DOES
NOT ARISE FROM THE SALE OF ANY INVENTORY THE PROCEEDS OF WHICH ARE SUBJECT TO
ANY ADVERSE CLAIM (WHEN ADVERSE CLAIM IS NOT RELEASED IN FULL UPON THE SALE,
TRANSFER AND ASSIGNMENT THEREOF TO THE SPV) AND (C) TO WHICH THE APPLICABLE
ORIGINATOR AND THE RECEIVABLES SELLER HAD (EXCEPT WITH RESPECT TO ANY ORIGINATOR
OR THE RECEIVABLES SELLER, ANY ADVERSE CLAIM THAT IS RELEASED IN FULL UPON THE
SALE, TRANSFER AND ASSIGNMENT THEREOF TO THE SPV) (PRIOR TO ITS SALE OF SUCH
RECEIVABLE TO THE RECEIVABLES SELLER OR THE SPV, AS APPLICABLE), AND THE SPV
HAS, GOOD AND MARKETABLE TITLE, FREE AND CLEAR OF ALL ADVERSE CLAIMS;
(V)
THE OBLIGOR OF WHICH IS A UNITED STATES RESIDENT, IS NOT AN
AFFILIATE (OTHER THAN OFFICEMAX) OR EMPLOYEE OF ANY OF THE PARTIES HERETO, AND
IS NOT AN OFFICIAL BODY;
(VI)
UNLESS SUCH RECEIVABLE IS A PERMITTED NON-LOCKBOX RECEIVABLE, THE
OBLIGOR OF WHICH HAS BEEN DIRECTED TO MAKE ALL PAYMENTS TO A LOCKBOX OR A
BLOCKED ACCOUNT, AS THE CASE MAY BE;
(VII)
WHICH UNDER THE RELATED CONTRACT AND APPLICABLE LAW IS ASSIGNABLE
WITHOUT THE CONSENT OF, OR NOTICE TO, THE OBLIGOR THEREUNDER UNLESS SUCH CONSENT
HAS BEEN OBTAINED AND IS IN EFFECT OR SUCH NOTICE HAS BEEN GIVEN;
(VIII)
WHICH, TOGETHER WITH THE RELATED CONTRACT, IS IN FULL FORCE AND
EFFECT AND CONSTITUTES THE LEGAL, VALID AND BINDING OBLIGATION OF THE RELATED
OBLIGOR ENFORCEABLE AGAINST SUCH OBLIGOR IN ACCORDANCE WITH ITS TERMS AND IS NOT
SUBJECT TO ANY LITIGATION, DISPUTE, OFFSET, COUNTERCLAIM OR OTHER DEFENSE;
(IX)
WHICH IS DENOMINATED AND PAYABLE ONLY IN DOLLARS IN THE UNITED
STATES;
(X)
WHICH IS NOT A DEFAULTED RECEIVABLE;
(XI)
WHICH IS NOT DUE FROM AN OBLIGOR THAT IS PAST DUE MORE