Nautilus 2009 Annual Report Download - page 282

(w) A Consumer Finance Account Receivable as to which the title of Borrower to the Consumer Finance Account Receivable
is absolute and is not subject to any prior assignment, claim, or Lien, other than the Lien created by the Loan Documents and inchoate tax Liens;
(x) A Consumer Finance Account Receivable as to which the amount shown on the books of Borrower is owing to Borrower;
(y) A Consumer Finance Account Receivable to the extent that it is not subject to any reduction, counterclaim, setoff,
recoupment, defenses, claims, or any present claim for credits, allowances, or adjustment by the account debtor because of returned, inferior, or
damaged goods, unsatisfactory services, claims or defenses under Consumer Protection Laws, or for any other reason, except for customary
discounts allowed for prompt payment (provided, however, that at all times Borrower shall reduce the amount of Eligible Consumer Finance
Accounts Receivable by the actual amount of credits, offsets, allowances, or adjustments against any Consumer Finance Accounts Receivable
outstanding at the time in question that are included in the calculation of Eligible Consumer Finance Accounts Receivable; provided further that
Consumer Finance Accounts Receivable subject to such claims may be included in the Borrowing Base after deduction of the amount of such
claims);
(z) A Consumer Finance Account Receivable as to which the account debtor is not an Affiliate of Borrower, or an officer,
director, or employee of Borrower (or an Affiliate of Borrower);
(aa) A Consumer Finance Account Receivable as to which the account debtor is a Person residing in and a citizen of the
United States;
(bb) A Consumer Finance Account Receivable that is not more than 18 months old (as measured from the date of incurrence),
or more than 45 days past due under the original terms of such Consumer Finance Account Receivable;
(cc) A Consumer Finance Account Receivable that does not arise out of a contract with, or order from, an account debtor that
by its terms forbids or makes the assignment of that Consumer Finance Account Receivable to Lender void or unenforceable;
(dd) A Consumer Finance Account Receivable as to which Borrower has not received any note, trade acceptance, draft, or
other negotiable instrument with respect to the goods or services giving rise to the Consumer Finance Account Receivable (and, if any such
instrument or chattel paper is received, unless Borrower promptly notifies Lender and, at Lender’s request, endorses or assigns and delivers the
same to Lender);
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