Common use of Eligible Account Clause in Contracts

Eligible Account. an Account owing to a Borrower that arises in the Ordinary Course of Business from the sale of goods or rendition of services and is payable in Dollars, net of (without duplication) any applied or unapplied credits or other allowance (with any such unapplied credits or other allowances being applied to the most current accounts receivable owed to such Borrower) and any Dealer Contras, in each case meeting the following requirements: (a) (i) it is a foreign Account owing from one of the Account Debtors listed on Schedule 1.1(A) and backed by a letter of credit for the benefit of a Borrower and acceptable to Agent in its sole discretion, (ii) it is the Net Yamaha Account, or (iii) it is a domestic or Canadian Account (in each case other than the Net Yamaha Account) that is acceptable to Agent in its sole discretion; (b) it conforms with all covenants and representations herein; (c) no Insolvency Proceeding has been commenced by or against the Account Debtor, and the Account Debtor has not failed, has not suspended or ceased doing business, is not liquidating, dissolving or winding up its affairs, is Solvent, and is not subject to any Sanction or on any specially designated nationals list maintained by OFAC; (d) it is subject to a duly perfected, first priority Lien in favor of Agent, and is not subject to any other Lien; (e) the goods giving rise to it have been delivered to and accepted by the Account Debtor, the services giving rise to it have been accepted by the Account Debtor, or it otherwise represents a final sale; (f) it is not evidenced by Chattel Paper or an Instrument of any kind, and has not been reduced to judgment; (g) it is not more than 30 days past due from the originally scheduled payment date; (h) it does not arise from a sale to an Affiliate of any Borrower; (i) is not subject to a Dealer Finance Agreement; (j) 50% or more of the Accounts owing by the Account Debtor thereof to any of the Borrowers are Eligible Accounts; and (k) it is otherwise deemed by Agent, in its reasonable discretion, to be an Eligible Account. Eligible Accounts Reserve: the aggregate amount of reserves established by Agent from time to time in its sole discretion in respect of Eligible Accounts.

Eligible Account. an Account owing to a Borrower that arises arising in the Ordinary Course ordinary course of Business Borrower's business from the sale of goods or rendition of services and is payable in Dollars, net of (without duplication) any applied or unapplied credits or other allowance (with any such unapplied credits or other allowances being applied to the most current accounts receivable owed to such Borrower) and any Dealer Contraswhich Bank, in each case meeting its sole credit judgment, deems to be an Eligible Account. Without limiting the following requirementsgenerality of the foregoing, no Account shall be an Eligible Account if: (a) (i) it arises out of a sale made by Borrower to a Subsidiary or to an Affiliate of Borrower or to a Person controlled by an Affiliate or Subsidiary of Borrower; or (ii) it is a foreign unpaid for more than 30 days after the original due date shown on the invoice if the due date is 60 days or more after invoice date, or (iii) if the terms are less than 60 days, it is due or unpaid more than ninety (90) days after the original invoice date; or (iv) fifty percent (50%) or more of the Accounts from the Account owing from one Debtor are not deemed Eligible Accounts hereunder; or (v) the total unpaid Accounts of the Account Debtors listed on Schedule 1.1(ADebtor exceed twenty five percent (25%) and of the net amount of all Accounts, to the extent of such excess; or (vi) any covenant, representation or warranty contained in this Agreement with respect to such Account has been breached; or (vii) the Account Debtor is also Borrower's or an Affiliate's creditor or supplier, or has disputed liability with respect to such Account, or has made any claim with respect to any other Account due from such Account Debtor to Borrower or an Affiliate, or the Account otherwise is or may become subject to any right of setoff by the Account Debtor or an affiliate of the Account Debtor; or (viii) the Account Debtor has commenced a voluntary case under the federal bankruptcy laws, as now constituted or hereafter amended, or made an assignment for the benefit of creditors, or a decree or order for relief under the federal bankruptcy laws has been filed against the Account Debtor, or if the Account Debtor has failed, suspended business, ceased to be Solvent, or consented to or suffered a receiver, trustee, liquidator or custodian to be appointed of it or for all or a significant portion of its assets or affairs; or (ix) it arises from a sale to an Account Debtor outside the United States or Canada, unless credit insured by a surety acceptable to Bank or backed by a letter of credit for the benefit of a Borrower and acceptable to Agent issued in its sole discretion, Borrower's favor; or (iix) it is the Net Yamaha Account, or (iii) it is a domestic or Canadian Account (in each case other than the Net Yamaha Account) that is acceptable to Agent in its sole discretion; (b) it conforms with all covenants and representations herein; (c) no Insolvency Proceeding has been commenced by or against the Account Debtor, and the Account Debtor has not failed, has not suspended or ceased doing business, is not liquidating, dissolving or winding up its affairs, is Solvent, and is not subject to any Sanction or on any specially designated nationals list maintained by OFAC; (d) it is subject to a duly perfected, first priority Lien in favor of Agent, and is not subject to any other Lien; (e) the goods giving rise to it have been delivered to and accepted by the Account Debtor, the services giving rise to it have been accepted by the Account Debtor, or it otherwise represents a final sale; (f) it is not evidenced by Chattel Paper or an Instrument of any kind, and has not been reduced to judgment; (g) it is not more than 30 days past due from the originally scheduled payment date; (h) it does not arise arises from a sale to an Affiliate of any Borrower; (i) is not subject to a Dealer Finance Agreement; (j) 50% or more of the Accounts owing by the Account Debtor thereof to on a bill-and-hold, guaranteed sale, sale-or-return, sale-on-appxxxxl, consignment, or any of the Borrowers are Eligible Accountsother repurchase or return basis; and or (kxi) it is otherwise deemed by AgentBank believes, in its sole reasonable discretionjudgment, to that collection of such Account is insecure or that payment thereof is doubtful or will be an Eligible Account. Eligible Accounts Reserve: delayed by reason of the aggregate amount of reserves established by Agent from time to time in its sole discretion in respect of Eligible Accounts.Account Debtor's financial condition; or (xii) the

Eligible Account. an An Account owing to a Borrower that arises arising in the Ordinary Course ordinary course of Business Debtor's or Guarantors' (as the case may be) business from the sale of goods or rendition of services and is payable in Dollars, net of (without duplication) any applied or unapplied credits or other allowance (with any such unapplied credits or other allowances being applied to the most current accounts receivable owed to such Borrower) and any Dealer Contraswhich Secured Party, in each case meeting the following requirements: (a) (i) it is a foreign Account owing from one of the Account Debtors listed on Schedule 1.1(A) and backed by a letter of its sole credit for the benefit of a Borrower and acceptable judgment, deems to Agent be an Eligible Account. Secured Party may, in its sole discretion, determine that an Account is not an Eligible Account if: (i) it arises out of a sale made by Debtor or Guarantor to a Subsidiary or an Affiliate of Debtor or Guarantor or to a Person controlled by a Subsidiary or an Affiliate of Debtor or Guarantor; or (ii) it is unpaid for more than ninety (90) days after the Net Yamaha Account, original invoice date therefor; or (iii) any covenant, representation or warranty contained in this Agreement or the applicable Security Agreement with respect to such Account has been breached in any material respect and such breach is continuing; or (iv) the Account Obligor is also Debtor's creditor or supplier or the Account Obligor has disputed liability with respect to such Account, or has made any claim with respect to any other Account due from such Account Obligor to Debtor, or the Account otherwise is or may become subject to any right of set-off by the Account Obligor, in each of the foregoing cases to the extent of any offset, dispute or claim; or (v) the Account Obligor has commenced a voluntary case under the federal bankruptcy laws, as now constituted or hereafter amended, or made an assignment for the benefit of creditors, or a decree or order for relief has been entered by a court having jurisdiction in the premises in respect of the Account Obligor in an involuntary case under the federal bankruptcy laws, as now constituted or hereafter amended, or any other petition or other application for relief under the federal bankruptcy laws has been filed against the Account Obligor, or if the Account Obligor has failed, suspended business, ceased to be Solvent, or consented to or suffered a receiver, trustee, liquidator or custodian to be appointed for it or for all or a significant portion of its assets or affairs; or (vi) it arises from a sale to an Account Obligor who is a domestic located outside the United States, unless the sale is on letter of credit, guaranty or Canadian Account (acceptance terms, in each case other than the Net Yamaha Account) that is acceptable to Agent Secured Party in its sole discretion; or (bvii) it conforms with all covenants and representations herein; (c) no Insolvency Proceeding has been commenced by or against arises from a sale to the Account DebtorObligor on a xxxx-and-hold, and guaranteed sale, sale-or-return, sale-on-approval, consignment or any other repurchase or return basis; or (viii) Secured Party believes, in its sole judgment, that collection of such Account is insecure or that payment thereof is doubtful or will be delayed by reason of the Account Obligor's financial condition; or (ix) the Account Obligor is the United States of America or any department, agency or instrumentality thereof, unless Debtor has not failedassigns its right to payment of such Account to Secured Party, has not suspended in form and substance satisfactory to Secured Party, so as to comply with the Assignment of Claims Act of 1940, as amended (as codified at 31 U.S.C. Section 3727); or ceased doing business, is not liquidating, dissolving or winding up its affairs, is Solvent, and is not subject to any Sanction or on any specially designated nationals list maintained by OFAC; (dx) it the Account is subject to a duly perfected, first priority Lien in favor of Agent, and is not subject to any other Lien; or (exi) the goods giving rise to it such Account have not been delivered to and accepted by the Account Debtor, Obligor or the services giving rise to it such Account have not been performed by Debtor and accepted by the Account Debtor, Obligor or it the Account otherwise represents does not represent a final sale; or (fxii) it the Account is not evidenced by Chattel Paper chattel paper or an Instrument instrument of any kind, and or has not been reduced to judgment; or (gxiii) it is not more than 30 days past due from Debtor has made any agreement with the originally scheduled Account Obligor for any deduction therefrom, except for discounts or allowances which are made in the ordinary course of business for prompt payment date; (h) it does not arise from a sale to an Affiliate of any Borrower; (i) is not subject to a Dealer Finance Agreement; (j) 50% and which discounts or more allowances are reflected in the calculation of the Accounts owing by face value of each invoice related to such Account; or (xiv) Debtor has made an agreement with the Account Debtor thereof Obligor to any extend the time of the Borrowers are Eligible Accounts; and (k) it is otherwise deemed by Agent, in its reasonable discretion, to be an Eligible Account. Eligible Accounts Reserve: the aggregate amount of reserves established by Agent from time to time in its sole discretion in respect of Eligible Accountspayment thereof.

Eligible Account. an Account owing “Eligible Account” has the meaning set forth below; provided, that Lender may, from time to a Borrower that arises time, in the Ordinary Course good faith exercise of Business from its credit judgment, change the sale of goods or rendition of services and is payable in Dollars, net of (without duplication) any applied or unapplied credits or other allowance (with any such unapplied credits or other allowances being applied to the most current accounts receivable owed to such Borrower) and any Dealer Contras, in each case meeting the following requirementscriteria for Eligible Accounts set forth below based on either: (a) an event, condition or other circumstance arising after the Closing Date, or (ib) it is an event, condition or other circumstance existing on the Closing Date to the extent Lender has no written notice thereof from a foreign Borrower prior to the Closing Date, in either case under clause (a) or (b) that adversely affects or, in the judgment of Lender, could be expected to adversely affect the Accounts as determined by Lender in the good faith exercise of its reasonable credit judgment. For purposes of this Agreement, the net amount of Eligible Accounts at any time shall be the face amount of such Eligible Accounts less any and all returns, rebates, discounts (which may, at Lender’s option, be calculated on shortest terms), credits, allowances or excise taxes of any nature at any time issued, owing, claimed by Account owing from one Debtors, granted, outstanding or payable in connection with such Accounts at such time. Any Accounts, which are not Eligible Accounts, shall nevertheless be part of the Collateral. Subject to the foregoing, “Eligible Account” means an Account Debtors listed on Schedule 1.1(A) and backed by a letter of credit for the benefit of a Borrower and acceptable to Agent in its sole discretion, (ii) it is the Net Yamaha Account, or (iii) it is a domestic or Canadian Account (in each case other than the Net Yamaha Account) that is acceptable to Agent Inactive Subsidiaries and, until such time as the opinion of counsel described in its sole discretion; (b) it conforms with all covenants and representations herein; (c) no Insolvency Proceeding has Section 5.40 shall have been commenced by or against the Account Debtorprovided to, and accepted by, Lender, ATC) which was generated in the Account Debtor has ordinary course of such Borrower’s business from the rendition of Approved Goods or Services, which was generated originally in the name of the Borrower and not failed, has not suspended acquired via assignment or ceased doing business, is not liquidating, dissolving or winding up its affairs, is Solventotherwise, and is not subject to any Sanction or on any specially designated nationals list maintained by OFAC; (d) it is subject to a duly perfected, first priority Lien in favor of Agent, and is not subject to any other Lien; (e) the goods giving rise to it have been delivered to and accepted by the Account Debtor, the services giving rise to it have been accepted by the Account Debtor, or it otherwise represents a final sale; (f) it is not evidenced by Chattel Paper or an Instrument of any kind, and has not been reduced to judgment; (g) it is not more than 30 days past due from the originally scheduled payment date; (h) it does not arise from a sale to an Affiliate of any Borrower; (i) is not subject to a Dealer Finance Agreement; (j) 50% or more of the Accounts owing by the Account Debtor thereof to any of the Borrowers are Eligible Accounts; and (k) it is otherwise deemed by Agentwhich Lender, in its reasonable discretion, deems to be an Eligible Account. Without limiting the generality of the foregoing, no Account shall be an Eligible Accounts Reserve: the aggregate amount of reserves established by Agent from time to time in its sole discretion in respect of Eligible Accounts.Account if:

Eligible Account. an Account owing to a Borrower that arises arising in the Ordinary Course ordinary course of Business ---------------- Borrower's business from the sale of goods or rendition of services and is payable in Dollars, net of (without duplication) any applied or unapplied credits or other allowance (with any such unapplied credits or other allowances being applied to the most current accounts receivable owed to such Borrower) and any Dealer Contraswhich Bank, in each case meeting its sole credit judgment, deems to be an Eligible Account. Without limiting the following requirementsgenerality of the foregoing, no Account shall be an Eligible Account if: (a) (i) it arises out of a sale made by Borrower to a Subsidiary or to an Affiliate of Borrower or to a Person controlled by an Affiliate or Subsidiary of Borrower; or (ii) it is a foreign unpaid for more than 30 days after the original due date shown on the invoice if the due date is 60 days or more after invoice date, or (iii) if the terms are less than 60 days, it is due or unpaid more than ninety (90) days after the original invoice date; or (iv) fifty percent (50%) or more of the Accounts from the Account owing from one Debtor are not deemed Eligible Accounts hereunder; or (v) the total unpaid Accounts of the Account Debtors listed on Schedule 1.1(ADebtor exceed twenty five percent (25%) and of the net amount of all Accounts, to the extent of such excess; or (vi) any covenant, representation or warranty contained in this Agreement with respect to such Account has been breached; or (vii) the Account Debtor is also Borrower's or an Affiliate's creditor or supplier, or has disputed liability with respect to such Account, or has made any claim with respect to any other Account due from such Account Debtor to Borrower or an Affiliate, or the Account otherwise is or may become subject to any right of setoff by the Account Debtor or an affiliate of the Account Debtor; or (viii) the Account Debtor has commenced a voluntary case under the federal bankruptcy laws, as now constituted or hereafter amended, or made an assignment for the benefit of creditors, or a decree or order for relief under the federal bankruptcy laws has been filed against the Account Debtor, or if the Account Debtor has failed, suspended business, ceased to be Solvent, or consented to or suffered a receiver, trustee, liquidator or custodian to be appointed of it or for all or a significant portion of its assets or affairs; or (ix) it arises from a sale to an Account Debtor outside the United States or Canada, unless credit insured by a surety acceptable to Bank or backed by a letter of credit for issued in Borrower's favor; or (x) it arises from a sale to the benefit of Account Debtor on a Borrower and acceptable to Agent xxxx-and-hold, guaranteed sale, sale-or-return, sale-on-approval, consignment, or any other repurchase or return basis; or (xi) Bank believes, in its sole discretionreasonable judgment, (ii) it that collection of such Account is the Net Yamaha Account, insecure or (iii) it that payment thereof is a domestic doubtful or Canadian Account (in each case other than the Net Yamaha Account) that is acceptable to Agent in its sole discretion; (b) it conforms with all covenants and representations herein; (c) no Insolvency Proceeding has been commenced will be delayed by or against reason of the Account Debtor, and 's financial condition; or (xii) the Account Debtor is the United States of America or any department, agency or instrumentality thereof, unless Borrower assigns its right to payment of such Account to Bank, in form and substance satisfactory to Bank, so as to comply with the Assignment of Claims Act of 1940, as amended; or (xiii) the Account Debtor is located in any state that requires the filing of a Business Activities Report, including the State of New Jersey or the State of Minnesota, unless Borrower has not failed, has not suspended filed a Notice of Business Activities Report with the appropriate officials for the then current year; or ceased doing business, is not liquidating, dissolving or winding up its affairs, is Solvent, and is not subject to any Sanction or on any specially designated nationals list maintained by OFAC; (dxiv) it the Account is subject to a duly perfected, first priority Lien in favor of Agent, and is not subject to any other Lien; or (exv) the goods giving rise to it such Account have not been delivered to and accepted by the Account Debtor, Debtor or the services giving rise to it such Account have not been performed by Borrower in all material respects and accepted by the Account Debtor, Debtor or it the Account otherwise represents does not represent a final salesale (including accounts arising from Borrower's maintenance contracts, to the extent not earned by services); or (fxvi) it the total unpaid Accounts of the Account Debtor exceed a credit limit determined by Bank, in its sole discretion, to the extent such Account exceeds such limit; or (xvii) the Account is not evidenced by Chattel Paper Paper, a note, or an Instrument instrument of any kind, and or has not been reduced to judgment; or (gxviii) it is not more than 30 days past due from the originally scheduled payment date; (h) it does not arise from a sale to an Affiliate of any Borrower; (i) is not subject to a Dealer Finance Agreement; (j) 50% or more of the Accounts owing by the Account Debtor thereof to any of the Borrowers are Eligible Accounts; and (k) it is otherwise deemed by Agent, in its reasonable discretion, to be an Eligible Account. Eligible Accounts Reserve: the aggregate amount of reserves established by Agent from time to time in its sole discretion in respect of Eligible Accounts.Borrower has made any