Common use of Accounts; Inventory Clause in Contracts

Accounts; Inventory. (a) For each Account with respect to which EX-IM Advances are requested, on the date each EX-IM Advance is requested and made, such Account shall meet the Minimum EX-IM Foreign Eligibility Requirements, as the case may be, set forth in Section 13.1 below. (b) All statements made and all unpaid balances appearing in all invoices, instruments and other documents evidencing the Accounts are and shall be true and correct and all such invoices, instruments and other documents, and all of Borrower’s Books are genuine and in all respects what they purport to be. All sales and other transactions underlying or giving rise to each Account shall comply in all material respects with all applicable laws and governmental rules and regulations. Borrower has no knowledge of any actual or imminent Insolvency Proceeding of any Account Debtor whose accounts are an EX-IM Eligible Account in any EX-IM Borrowing Base Certificate. To the best of Borrower’s knowledge, all signatures and endorsements on all documents, instruments, and agreements relating to all Accounts are genuine, and all such documents, instruments and agreements are legally enforceable in accordance with their terms. (c) For any item of Inventory consisting of EX-IM Eligible Foreign Inventory, such Inventory (i) consists of finished goods, in good, new, and salable condition, which is not perishable, returned, consigned, obsolete, not sellable, damaged, or defective, and is not comprised of demonstrative or custom inventory, works in progress, packaging or shipping materials, or supplies; (ii) meets all applicable governmental standards; (iii) has been manufactured in compliance with the Fair Labor Standards Act; (iv) is not subject to any Liens, except the first priority Liens granted or in favor of Bank under this Agreement or any of the other Loan Documents; and (v) is located at the locations in the United States identified by Borrower in the Perfection Certificate where it maintains Inventory and where Bank has obtained a bailee agreement or landlord waiver in form and substance acceptable to Bank.

Accounts; Inventory. (a) For With respect to Eligible Accounts included in the most recent Borrowing Base Certificate (as of the date of such Borrowing Base Certificate), (i) all Accounts listed as Eligible Accounts satisfy the requirements of Eligible Accounts; (ii) they represent bona fide sales of Inventory or rendering of services to Account Debtors in the ordinary course of each Credit Party’s business and are not evidenced by a judgment, Instrument or Chattel Paper; (iii) there are no setoffs, claims or disputes existing or asserted with respect thereto and no Credit Party has made any agreement with any Account Debtor for any extension of time for the payment thereof, any compromise or settlement for less than the full amount thereof, any release of any Account Debtor from liability therefor, or any deduction therefrom except a discount or allowance allowed by such Credit Party in the ordinary course of its business for prompt payment and disclosed to the Co-Collateral Agents; (iv) to the respective Credit Party’s knowledge, there are no material facts, events or occurrences which in any way impair the validity or enforceability thereof or could reasonably be expected to reduce the amount payable thereunder as shown on such Credit Party’s books and records and any invoices, statements and Collateral Reports delivered to Agent and the Lenders with respect thereto; (v) to the respective Credit Party’s knowledge, no Credit Party has received any notice of proceedings or actions which are threatened or pending against any Account Debtor which might result in any material adverse change in such Account Debtor’s financial condition; and (vi) no Credit Party has knowledge that any Account Debtor is unable generally to pay its debts as they become due. Further, with respect to the accounts, (x) the amounts shown on all invoices, statements and Collateral Reports which EXmay be delivered to the Co-IM Advances Collateral Agents with respect thereto are requestedactually and absolutely owing to such Credit Party as indicated thereon and are not in any way contingent; (y) no payments have been or shall be made thereon except payments promptly delivered to the applicable Blocked Accounts or Agent as required pursuant to the terms of Annex C; and (z) to each Credit Party’s knowledge, on all Account Debtors have the date each EX-IM Advance is requested and made, such Account shall meet the Minimum EX-IM Foreign Eligibility Requirements, as the case may be, set forth in Section 13.1 belowcapacity to contract. (b) All statements made and all unpaid balances appearing With respect to Eligible Inventory included in all invoices, instruments and other documents evidencing the Accounts are and shall be true and correct and all most recent Borrowing Base Certificate (as of the date of such invoices, instruments and other documents, and all of Borrower’s Books are genuine and in all respects what they purport to be. All sales and other transactions underlying or giving rise to each Account shall comply in all material respects with all applicable laws and governmental rules and regulations. Borrower has no knowledge of any actual or imminent Insolvency Proceeding of any Account Debtor whose accounts are an EX-IM Eligible Account in any EX-IM Borrowing Base Certificate. To the best of Borrower’s knowledge), all signatures and endorsements on all documents, instruments, and agreements relating to all Accounts are genuine, and all such documents, instruments and agreements are legally enforceable in accordance with their terms. (c) For any item of Inventory consisting of EX-IM Eligible Foreign Inventory, such Inventory (i) consists such Inventory is located at one of finished goods, in good, new, and salable condition, which is not perishable, returned, consigned, obsolete, not sellable, damagedthe applicable Credit Party’s locations set forth on Schedule (4.2), or defectivein transit thereto, and is not comprised of demonstrative or custom inventory, works in progress, packaging or shipping materials, or suppliesas applicable; (ii) meets all such Inventory is now, or shall at any time or times hereafter be, stored at any other location without the Co-Collateral Agents’ prior consent, and if the Co-Collateral Agents given such consent, each applicable governmental standardsCredit Party will concurrently therewith obtain, to the extent required by this Agreement, bailee, landlord and mortgagee agreements; (iii) except as specifically disclosed in the most recent Borrowing Base Certificate, the applicable Credit Party has been manufactured in compliance with the Fair Labor Standards Act; (iv) good, indefeasible and merchantable title to such Inventory and such Inventory is not subject to any LiensLien or security interest or document whatsoever except for the Lien granted to Agent, for the benefit of Agent and the Lenders, as secured parties, except for Permitted Encumbrances; (iv) such Inventory is Eligible Inventory of good and merchantable quality, free from any defects, (v) such Inventory is not subject to any licensing, patent, royalty, trademark, trade name or copyright agreements with any third parties which would require any consent of any third party upon sale or Disposition of that Inventory or the first priority Liens granted payment of any monies to any third party upon such sale or in favor of Bank under this Agreement or any of the other Loan DocumentsDisposition; and (vvi) the completion of manufacture, sale or other Disposition of such Inventory by Agent following an Event of Default shall not require the consent of any Person and shall not constitute a breach or default under any contract or agreement to which any Credit Party is located at the locations in the United States identified by Borrower in the Perfection Certificate where it maintains Inventory and where Bank has obtained a bailee agreement party or landlord waiver in form and substance acceptable to Bankwhich such property is subject.

Accounts; Inventory. (a) For With respect to Eligible Accounts included in the most recent Borrowing Base Certificate (as of the date of such Borrowing Base Certificate), (i) all Accounts listed as Eligible Accounts satisfy the requirements of Eligible Accounts; (ii) they represent bona fide sales of Inventory or rendering of services to Account Debtors in the ordinary course of each Credit Party’s business and are not evidenced by a judgment, Instrument or Chattel Paper; (iii) there are no setoffs, claims or disputes existing or asserted with respect thereto and no Credit Party has made any agreement with any Account Debtor for any extension of time for the payment thereof, any compromise or settlement for less than the full amount thereof, any release of any Account Debtor from liability therefor, or any deduction therefrom except a discount or allowance allowed by such Credit Party in the ordinary course of its business for prompt payment and disclosed to the Co-Collateral Agents; (iv) to the respective Credit Party’s knowledge, there are no material facts, events or occurrences which in any way impair the validity or enforceability thereof or could reasonably be expected to reduce the amount payable thereunder as shown on such Credit Party’s books and records and any invoices, statements and Collateral Reports delivered to Agent and the Lenders with respect thereto; (v) to the respective Credit Party’s knowledge, no Credit Party has received any notice of proceedings or actions which are threatened or pending against any Account Debtor which might result in any material adverse change in such Account Debtor’s financial condition; and (vi) no Credit Party has knowledge that any Account Debtor is unable generally to pay its debts as they become due. Further, with respect to the accounts, (x) the amounts shown on all invoices, statements and Collateral Reports which EXmay be delivered to the Co-IM Advances Collateral Agents with respect thereto are requestedactually and absolutely owing to such Credit Party as indicated thereon and are not in any way contingent; (y) no payments have been or shall be made thereon except payments promptly delivered to the applicable Blocked Accounts or Agent as required pursuant to the terms of Annex A; and (z) to each Credit Party’s knowledge, on all Account Debtors have the date each EX-IM Advance is requested and made, such Account shall meet the Minimum EX-IM Foreign Eligibility Requirements, as the case may be, set forth in Section 13.1 belowcapacity to contract. (b) All statements made and all unpaid balances appearing With respect to Eligible Inventory included in all invoices, instruments and other documents evidencing the Accounts are and shall be true and correct and all most recent Borrowing Base Certificate (as of the date of such invoices, instruments and other documents, and all of Borrower’s Books are genuine and in all respects what they purport to be. All sales and other transactions underlying or giving rise to each Account shall comply in all material respects with all applicable laws and governmental rules and regulations. Borrower has no knowledge of any actual or imminent Insolvency Proceeding of any Account Debtor whose accounts are an EX-IM Eligible Account in any EX-IM Borrowing Base Certificate. To the best of Borrower’s knowledge), all signatures and endorsements on all documents, instruments, and agreements relating to all Accounts are genuine, and all such documents, instruments and agreements are legally enforceable in accordance with their terms. (c) For any item of Inventory consisting of EX-IM Eligible Foreign Inventory, such Inventory (i) consists such Inventory is located at one of finished goods, in good, new, and salable condition, which is not perishable, returned, consigned, obsolete, not sellable, damagedthe applicable Credit Party’s locations set forth on Schedule (4.2), or defectivein transit thereto, and is not comprised of demonstrative or custom inventory, works in progress, packaging or shipping materials, or suppliesas applicable; (ii) meets all such Inventory is now, or shall at any time or times hereafter be, stored at any other location without the Co-Collateral Agents’ prior consent, and if the Co-Collateral Agents given such consent, each applicable governmental standardsCredit Party will concurrently therewith obtain, to the extent required by this Agreement, bailee, landlord and mortgagee agreements; (iii) except as specifically disclosed in the most recent Borrowing Base Certificate, the applicable Credit Party has been manufactured in compliance with the Fair Labor Standards Act; (iv) good, indefeasible and merchantable title to such Inventory and such Inventory is not subject to any LiensLien or security interest or document whatsoever except for the Lien granted to Agent, for the benefit of Agent and the Lenders, as secured parties, except for Permitted Encumbrances; (iv) such Inventory is Eligible Inventory of good and merchantable quality, free from any defects, (v) such Inventory is not subject to any licensing, patent, royalty, trademark, trade name or copyright agreements with any third parties which would require any consent of any third party upon sale or Disposition of that Inventory or the first priority Liens granted payment of any monies to any third party upon such sale or in favor of Bank under this Agreement or any of the other Loan DocumentsDisposition; and (vvi) the completion of manufacture, sale or other Disposition of such Inventory by Agent following an Event of Default shall not require the consent of any Person and shall not constitute a breach or default under any contract or agreement to which any Credit Party is located at the locations in the United States identified by Borrower in the Perfection Certificate where it maintains Inventory and where Bank has obtained a bailee agreement party or landlord waiver in form and substance acceptable to Bankwhich such property is subject.