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RECEIVABLE WHICH, ACCORDING TO THE RELATED CONTRACT, IS REQUIRED TO BE PAID IN
FULL WITHIN THREE YEARS OF THE ORIGINAL BILLING DATE THEREFOR (AND, IN EITHER
CASE, HAS NOT HAD ITS PAYMENT TERMS EXTENDED), BUT IN THE CASE OF MERCHANDISE
RECEIVABLES, ONLY TO THE EXTENT THAT THE AGGREGATE AMOUNT OF MERCHANDISE
RECEIVABLES DOES NOT EXCEED $2,000,000;
(IV)
WHICH IS AN "ACCOUNT" OR A "PAYMENT INTANGIBLE" WITHIN THE MEANING
OF SECTION 9-102(A) OF BOTH THE NEW YORK UCC AND THE DELAWARE UCC;
(V)
WHICH IS DENOMINATED AND PAYABLE ONLY IN UNITED STATES DOLLARS IN
THE UNITED STATES;
(VI)
WHICH ARISES UNDER A CONTRACT THAT HAS BEEN DULY AUTHORIZED AND
WHICH, TOGETHER WITH SUCH RECEIVABLE, IS IN FULL FORCE AND EFFECT AND
CONSTITUTES THE LEGAL, VALID AND BINDING OBLIGATION OF THE OBLIGOR OF SUCH
RECEIVABLE ENFORCEABLE AGAINST SUCH OBLIGOR IN ACCORDANCE WITH ITS TERMS, EXCEPT
AS ENFORCEABILITY MAY BE LIMITED BY APPLICABLE BANKRUPTCY, INSOLVENCY,
REORGANIZATION OR SIMILAR LAWS AFFECTING THE ENFORCEMENT OF CREDITORS' RIGHTS
GENERALLY AND BY GENERAL EQUITABLE PRINCIPLES;
(VII)
WHICH, TOGETHER WITH THE RELATED CONTRACT, DOES NOT CONTRAVENE IN
ANY MATERIAL RESPECT ANY LAWS, RULES OR REGULATIONS APPLICABLE THERETO
(INCLUDING LAWS, RULES AND REGULATIONS RELATING TO TRUTH IN LENDING, FAIR CREDIT
BILLING, FAIR CREDIT REPORTING, EQUAL CREDIT OPPORTUNITY, FAIR DEBT COLLECTION
PRACTICES AND PRIVACY) AND WITH RESPECT TO WHICH NO PARTY TO THE CONTRACT
RELATED THERETO IS IN VIOLATION OF ANY SUCH LAW, RULE OR REGULATION IN ANY
MATERIAL RESPECT;
(VIII)
THAT ARISES UNDER A CONTRACT THAT (A) DOES NOT REQUIRE THE OBLIGOR
TO CONSENT TO THE TRANSFER OR ASSIGNMENT (INCLUDING FOR SECURITY) OF THE RIGHTS
AND DUTIES UNDER SUCH CONTRACT OF THE COMPANY OR ANY OF ITS ASSIGNEES, AND (B)
DOES NOT CONTAIN A CONFIDENTIALITY PROVISION THAT PURPORTS TO RESTRICT THE
ABILITY OF ANY SUCH ASSIGNEE TO EXERCISE RIGHTS UNDER THE AGREEMENT(S)
EFFECTING, RELATING TO OR GOVERNING SUCH ASSIGNMENT, INCLUDING THE RIGHT TO
REVIEW THE CONTRACT;
(IX)
THAT ARISES UNDER A CONTRACT THAT CONTAINS AN OBLIGATION TO PAY A
SPECIFIED SUM OF MONEY, CONTINGENT ONLY UPON THE SALE OF ELECTRICITY OR NATURAL
GAS, OR THE PROVISION OF OTHER GOODS OR SERVICES BY THE COMPANY AND NOT BY ANY
OTHER PERSON (IN WHOLE OR IN PART);
(X)
THAT WAS GENERATED OR ORIGINATED BY THE COMPANY IN THE ORDINARY
COURSE OF THE COMPANY'S BUSINESS;
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(XI)
THAT IS NOT SUBJECT TO ANY KNOWN DISPUTE OR ANY RIGHT OF
RESCISSION, SET-OFF, COUNTERCLAIM, ANY OTHER DEFENSE (INCLUDING DEFENSES ARISING
OUT OF VIOLATIONS OF USURY LAWS) OF THE APPLICABLE OBLIGOR AGAINST THE COMPANY
OR ANY OTHER ADVERSE CLAIM, AND THE OBLIGOR THEREON HOLDS NO CONTRACTUAL RIGHT
AS AGAINST THE COMPANY TO CAUSE COMPANY TO REPURCHASE THE GOODS THE SALE OF
WHICH SHALL HAVE GIVEN RISE TO SUCH RECEIVABLE;
(XII)
AS TO WHICH THE COMPANY HAS SATISFIED AND FULLY PERFORMED ALL
OBLIGATIONS ON ITS PART WITH RESPECT TO SUCH RECEIVABLE REQUIRED TO BE FULFILLED
BY IT, AND NO FURTHER ACTION IS REQUIRED TO BE PERFORMED BY ANY PERSON WITH
RESPECT THERETO OTHER