TO SUCH ACCOUNT (A) THE ACCOUNT DEBTOR
HAS DELIVERED TO, AND FOR THE BENEFIT OF, THE COMPANY AN IRREVOCABLE LETTER OF
CREDIT ISSUED OR CONFIRMED BY A BANK SATISFACTORY TO ADMINISTRATIVE AGENT AND
PAYABLE ONLY IN THE UNITED STATES AND IN UNITED STATES DOLLARS, SUFFICIENT TO
COVER SUCH ACCOUNT, IN FORM AND SUBSTANCE SATISFACTORY TO ADMINISTRATIVE AGENT
AND, IF REQUIRED BY ADMINISTRATIVE AGENT, THE ORIGINAL OF SUCH LETTER OF CREDIT
HAS BEEN DELIVERED TO ADMINISTRATIVE AGENT OR ADMINISTRATIVE AGENT'S AGENT, AND
COMPANY HAS ASSIGNED THE PROCEEDS OF SUCH LETTER OF CREDIT TO ADMINISTRATIVE
AGENT PURSUANT TO DOCUMENTATION IN FORM AND SUBSTANCE ACCEPTABLE TO
ADMINISTRATIVE AGENT OR OTHERWISE NAMED ADMINISTRATIVE AGENT AS TRANSFEREE
BENEFICIARY THEREUNDER, AS ADMINISTRATIVE AGENT MAY SPECIFY, (B) SUCH ACCOUNT IS
SUBJECT TO CREDIT INSURANCE PAYABLE TO ADMINISTRATIVE
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AGENT ISSUED BY AN INSURER AND ON TERMS AND IN AN AMOUNT ACCEPTABLE TO
ADMINISTRATIVE AGENT, OR (C) SUCH ACCOUNT IS OTHERWISE ACCEPTABLE IN ALL
RESPECTS TO ADMINISTRATIVE AGENT IN ITS SOLE DISCRETION;
(F)
IT IS NOT AN ACCOUNT ARISING FROM A "SALE ON APPROVAL," "SALE OR
RETURN," "CONSIGNMENT" OR "BILL AND HOLD" OR SUBJECT TO ANY OTHER REPURCHASE OR
RETURN AGREEMENT;
(G)
IT IS NOT AN ACCOUNT WITH RESPECT TO WHICH POSSESSION AND/OR
CONTROL OF THE GOODS SOLD GIVING RISE THERETO IS HELD, MAINTAINED OR RETAINED BY
THE COMPANY (OR BY ANY AGENT OR CUSTODIAN OF THE COMPANY) FOR THE ACCOUNT OF OR
SUBJECT TO FURTHER AND/OR FUTURE DIRECTION FROM THE ACCOUNT DEBTOR WITH RESPECT
THERETO;
(H)
IT ARISES IN THE ORDINARY COURSE OF BUSINESS OF THE COMPANY;
(I)
IF THE ACCOUNT DEBTOR IS THE UNITED STATES OR ANY DEPARTMENT,
AGENCY OR INSTRUMENTALITY THEREOF, THE COMPANY HAS ASSIGNED ITS RIGHT TO PAYMENT
OF SUCH ACCOUNT TO THE ADMINISTRATIVE AGENT PURSUANT TO THE ASSIGNMENT OF CLAIMS
ACT OF 1940, AND EVIDENCE (SATISFACTORY TO THE ADMINISTRATIVE AGENT) OF SUCH
ASSIGNMENT HAS BEEN DELIVERED TO THE ADMINISTRATIVE AGENT;
(J)
IF THE COMPANY MAINTAINS A CREDIT LIMIT FOR AN ACCOUNT DEBTOR,
THE AGGREGATE DOLLAR AMOUNT OF ACCOUNTS DUE FROM SUCH ACCOUNT DEBTOR, INCLUDING
SUCH ACCOUNT, DOES NOT EXCEED SUCH CREDIT LIMIT;
(K)
IF THE ACCOUNT IS EVIDENCED BY CHATTEL PAPER OR AN INSTRUMENT, THE
ORIGINALS OF SUCH CHATTEL PAPER OR INSTRUMENT SHALL HAVE BEEN ENDORSED AND/OR
ASSIGNED AND DELIVERED TO THE ADMINISTRATIVE AGENT OR, IN THE CASE OF ELECTRONIC
CHATTEL PAPER, SHALL BE IN THE CONTROL OF THE ADMINISTRATIVE AGENT, IN EACH CASE
IN A MANNER SATISFACTORY TO THE ADMINISTRATIVE AGENT;
(L)
SUCH ACCOUNT IS EVIDENCED BY AN INVOICE DELIVERED TO THE RELATED
ACCOUNT DEBTOR AND IS NOT MORE THAN 90 DAYS (120 DAYS IN RESPECT OF ACCOUNTS
OWING BY ACCOUNT DEBTORS APPROVED IN WRITING BY THE ADMINISTRATIVE AGENT IN ITS
SOLE DISCRETION) PAST THE ORIGINAL INVOICE DATE THEREOF, IN EACH CASE ACCORDING
TO THE ORIGINAL TERMS OF SALE;
(M)
IT IS NOT AN ACCOUNT WITH RESPECT TO AN ACCOUNT DEBTOR THAT IS
LOCATED IN ANY JURISDICTION WHICH HAS ADOPTED A STATUTE OR OTHER REQUIREMENT
WITH RESPECT TO WHICH ANY PERSON