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
ANY LOAN PARTY (OR BY ANY AGENT OR CUSTODIAN OF ANY LOAN PARTY) 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 APPLICABLE
LOAN PARTY;
(I)
IF THE ACCOUNT DEBTOR IS THE UNITED STATES OR ANY DEPARTMENT,
AGENCY OR INSTRUMENTALITY THEREOF, THE APPLICABLE LOAN PARTY HAS ASSIGNED ITS
RIGHT TO PAYMENT OF SUCH ACCOUNT TO THE ADMINISTRATIVE AGENT FOR THE BENEFIT OF
THE LENDERS PURSUANT TO THE ASSIGNMENT OF CLAIMS ACT OF 1940, AND EVIDENCE
(REASONABLY SATISFACTORY TO THE ADMINISTRATIVE AGENT) OF SUCH ASSIGNMENT HAS
BEEN DELIVERED TO THE ADMINISTRATIVE AGENT;
(J)
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
8
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;
(K)
SUCH ACCOUNT IS EVIDENCED BY AN INVOICE DELIVERED TO THE RELATED
ACCOUNT DEBTOR AND IS NOT MORE THAN (I) SIXTY (60) DAYS PAST THE DUE DATE
THEREOF AS REFLECTED IN THE ORIGINAL INVOICE THEREFOR, OR (II) ONE-HUNDRED (120)
DAYS PAST THE ORIGINAL INVOICE DATE THEREFOR (PROVIDED, HOWEVER, THE
REQUIREMENTS SET FORTH IN THIS CLAUSE (K) SHALL NOT APPLY TO THE DATING PROGRAM
ACCOUNTS TO THE EXTENT THE APPLICABLE ACCOUNT DEBTORS ARE IN COMPLIANCE WITH THE
TERMS AND CONDITIONS OF THE DATING PROGRAM WITH RESPECT TO THE APPLICABLE DATING
PROGRAM ACCOUNTS AND A SENIOR OFFICER CERTIFIES IN THE APPLICABLE BORROWING BASE
CERTIFICATE THAT TO HIS OR HER KNOWLEDGE SUCH ACCOUNT DEBTORS ARE IN COMPLIANCE
WITH THE DATING PROGRAM);
(L)
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 THAT OBTAINS BUSINESS FROM WITHIN SUCH
JURISDICTION MUST FILE A NOTICE OF BUSINESS ACTIVITIES REPORT OR MAKE ANY OTHER
REQUIRED FILINGS IN A TIMELY MANNER IN ORDER TO ENFORCE ITS CLAIMS IN SUCH
JURISDICTION'S COURTS UNLESS (X) SUCH NOTICE OF BUSINESS ACTIVITIES REPORT HAS
BEEN DULY AND TIMELY FILED OR THE APPLICABLE LOAN PARTY IS EXEMPT FROM FILING
SUCH REPORT AND HAS PROVIDED THE ADMINISTRATIVE AGENT WITH SATISFACTORY EVIDENCE
OF SUCH EXEMPTION OR (Y) THE FAILURE TO MAKE SUCH FILINGS MAY BE CURED
RETROACTIVELY BY THE APPLICABLE LOAN PARTY FOR A NOMINAL FEE;
(M)
THE ACCOUNT DEBTOR WITH RESPECT THERETO IS NOT A LOAN PARTY OR AN
AFFILIATE OF ANY LOAN PARTY;
(N)
IT IS NOT OWED BY AN ACCOUNT DEBTOR WITH RESPECT TO