(I) UPON WHICH BORROWER'S OR SUCH DOMESTIC
SUBSIDIARY'S RIGHT TO RECEIVE PAYMENT IS NOT ABSOLUTE OR IS CONTINGENT UPON THE
FULFILLMENT OF ANY CONDITION WHATSOEVER OR (II) AS TO WHICH SUCH PERSON IS NOT
ABLE TO BRING SUIT OR OTHERWISE ENFORCE ITS REMEDIES AGAINST THE ACCOUNT DEBTOR
THROUGH JUDICIAL PROCESS, OR (III) IF THE ACCOUNT REPRESENTS A PROGRESS BILLING
CONSISTING OF AN INVOICE FOR GOODS SOLD OR USED OR SERVICES RENDERED PURSUANT TO
A CONTRACT UNDER WHICH THE ACCOUNT DEBTOR'S OBLIGATION TO PAY THAT INVOICE IS
SUBJECT TO SUCH PERSON'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 AMOUNT OF ANY DEFENSE,
COUNTERCLAIM, SETOFF OR DISPUTE ASSERTED AS TO SUCH ACCOUNT;
(D)
THAT IS NOT A TRUE AND CORRECT STATEMENT, IN
ALL MATERIAL RESPECTS, OF BONA FIDE OBLIGATION INCURRED IN THE AMOUNT OF THE
ACCOUNT FOR MERCHANDISE SOLD TO OR SERVICES RENDERED AND ACCEPTED BY THE
APPLICABLE ACCOUNT DEBTOR;
(E)
WITH RESPECT TO WHICH AN INVOICE HAS NOT
BEEN SENT TO THE APPLICABLE ACCOUNT DEBTOR;
(F)
THAT (I) IS NOT OWNED BY BORROWER OR SUCH
DOMESTIC SUBSIDIARY OR (II) IS SUBJECT TO ANY RIGHT, CLAIM, SECURITY INTEREST OR
OTHER INTEREST OF ANY OTHER PERSON, OTHER
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THAN LIENS IN FAVOR OF AGENT, ON BEHALF OF ITSELF AND LENDERS OR APPLICABLE
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;
(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
UNLESS AGENT, IN ITS SOLE DISCRETION, HAS AGREED TO THE CONTRARY IN WRITING OR
BORROWER OR SUCH DOMESTIC SUBSIDIARY 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 OR OTHER CREDIT SUPPORT AND DELIVERED TO
AGENT, REASONABLY SATISFACTORY TO AGENT AS TO FORM, AMOUNT AND ISSUER;
(J)
TO THE EXTENT BORROWER OR ANY SUBSIDIARY
THEREOF IS LIABLE FOR GOODS SOLD OR SERVICES RENDERED BY THE APPLICABLE ACCOUNT
DEBTOR TO BORROWER OR ANY SUBSIDIARY THEREOF 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)
AN ACCOUNT IS NOT PAID WITHIN THE
EARLIER OF SIXTY (60) DAYS FOLLOWING ITS DUE DATE OR NINETY (90) DAYS FOLLOWING
ITS ORIGINAL INVOICE DATE;
(M)
AN ACCOUNT WITH RESPECT TO WHICH