ENFORCEABILITY OF SUCH RECEIVABLE UNDER APPLICABLE LAW;
(I)
AS TO WHICH THE REPRESENTATIONS AND
WARRANTIES OF SECTIONS 4.01(X)(II) THROUGH (IV) OF THE SALE AGREEMENT ARE TRUE
AND CORRECT IN ALL RESPECTS AS OF THE TRANSFER DATE THEREFOR;
(J)
THAT IS NOT THE LIABILITY OF AN OBLIGOR
THAT HAS ANY CLAIM AGAINST OR AFFECTING THE ORIGINATOR THEREOF OR THE PROPERTY
OF SUCH ORIGINATOR WHICH GIVES RISE TO A RIGHT OF SET-OFF AGAINST SUCH
RECEIVABLE (WITH ONLY THAT PORTION OF RECEIVABLES OWING BY SUCH OBLIGOR EQUAL TO
THE AMOUNT OF SUCH CLAIM BEING AN INELIGIBLE RECEIVABLE);
(K)
THAT WAS ORIGINATED IN ACCORDANCE WITH AND
SATISFIES IN ALL MATERIAL RESPECTS ALL APPLICABLE REQUIREMENTS OF THE CREDIT AND
COLLECTION POLICIES;
(L)
THAT REPRESENTS THE GENUINE, LEGAL,
VALID AND BINDING OBLIGATION OF THE OBLIGOR THEREUNDER ENFORCEABLE BY THE HOLDER
THEREOF IN ACCORDANCE WITH ITS TERMS;
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(M)
THAT IS ENTITLED TO BE PAID PURSUANT TO THE
TERMS OF THE CONTRACT THEREFOR AND HAS NOT BEEN PAID IN FULL OR BEEN
COMPROMISED, ADJUSTED, EXTENDED, REDUCED, SATISFIED, SUBORDINATED, RESCINDED OR
MODIFIED (EXCEPT FOR ADJUSTMENTS TO THE OUTSTANDING BALANCE THEREOF TO REFLECT
DILUTION FACTORS MADE IN ACCORDANCE WITH THE CREDIT AND COLLECTION POLICIES);
(N)
THAT DOES NOT CONTRAVENE ANY LAWS, RULES OR
REGULATIONS APPLICABLE THERETO (INCLUDING LAWS, RULES AND REGULATIONS RELATING
TO USURY, CONSUMER PROTECTION, 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 THEREFOR IS IN
VIOLATION OF ANY SUCH LAW, RULE OR REGULATION;
(O)
WITH RESPECT TO WHICH NO PROCEEDINGS OR
INVESTIGATIONS ARE PENDING OR THREATENED BEFORE ANY GOVERNMENTAL AUTHORITY
(I) ASSERTING THE INVALIDITY OF SUCH RECEIVABLE OR THE CONTRACT THEREFOR,
(II) ASSERTING THE BANKRUPTCY OR INSOLVENCY OF THE OBLIGOR THEREUNDER; UNLESS,
IN THE CASE OF A BANKRUPTCY PROCEEDING, THE APPLICABLE ORIGINATOR HAS BEEN
DESIGNATED AS A "CRITICAL VENDOR" AND THE OBLIGOR THEREUNDER HAS OBTAINED (A) IN
THE CASE OF ANY RECEIVABLE ORIGINATED PRE-PETITION, A FINAL COURT ORDER
APPROVING THE PAYMENT OF THE PRE-PETITION CLAIMS OF SUCH ORIGINATOR ON AN
ADMINISTRATIVE PRIORITY BASIS OR (B) IN THE CASE OF ANY RECEIVABLE ORIGINATED
POST-PETITION, (1) A REQUISITE COURT ORDER APPROVING THE PAYMENT OF THE
POST-PETITION CLAIMS OF SUCH ORIGINATOR ON AN ADMINISTRATIVE PRIORITY BASIS AND
(2) A DEBTOR-IN-POSSESSION FINANCING FACILITY AND MANAGEMENT OF THE APPLICABLE
ORIGINATOR REASONABLY BELIEVES THAT SUCH FINANCING WILL BE AVAILABLE TO PAY THE
RECEIVABLES OWING BY SUCH OBLIGOR, AND, IN ANY SUCH CASE, SUCH OBLIGOR HAS
AGREED POST-PETITION TO PAY THE RECEIVABLES OWING BY SUCH OBLIGOR ON A CURRENT
BASIS IN ACCORDANCE WITH ITS TERMS, (III) SEEKING PAYMENT OF SUCH RECEIVABLE OR
PAYMENT AND PERFORMANCE OF SUCH CONTRACT OR (IV) SEEKING ANY DETERMINATION OR
RULING THAT COULD AFFECT THE VALIDITY OR ENFORCEABILITY OF SUCH RECEIVABLE OR
SUCH CONTRACT;
(P)
(I) THAT IS AN "ACCOUNT" OR A "GENERAL
INTANGIBLE" WITHIN THE MEANING OF THE UCC (OR ANY OTHER APPLICABLE LEGISLATION)
OF THE JURISDICTIONS IN WHICH THE EACH OF THE ORIGINATORS, THE PARENT AND THE