Common use of Eligible Account Clause in Contracts

Eligible Account. For the purposes of this Agreement, an "Eligible ---------------- Account" shall mean an Account (as defined in Article 9 of the Oklahoma Uniform Commercial Code) which meets the following standards until the same is collected in full: (a) The Account is owned by and payable to Company and represents a sum of money (exclusive of interest, late charges or carrying charges) unconditionally due and owing to Company from an account debtor ("Account Debtor") thereof for services rendered or goods sold or leased by Company to such Account Debtor in the ordinary course of business and which services or goods have been accepted by the Account Debtor and do not remain unpaid for a period in excess of ninety (90) days beyond the earlier of the invoice date or the first due date of such Account and if the aggregate accounts of any one Account Debtor constitute more than twenty percent (20%) of the total accounts of the Company at any one time, the amount of all such accounts thereof in excess of twenty percent (20%) shall be deemed automatically ineligible for Borrowing Base purposes; (b) The Account is not a contra account and is not otherwise subject to any dispute, set-off, recoupment, counterclaim or other claim which would reduce the amount to be paid by the Account Debtor to Company and the Account Debtor has not received or requested permission to pay the same in deferred installments; (c) None of such Accounts shall result from the sale or lease of any goods held by Company on consignment including, without limitation, goods held on consignment for Usborne Publishing Limited ("Usborne"); (d) The Account Debtor is a Person (including a partnership of which all partners are residents of the continental United States of America) domiciled in, a resident of or duly organized under and in good standing pursuant to the laws of one of the states of the United States of America or the District of Columbia; (e) The Account Debtor has not ceased business, made an assignment for the benefit of creditors or attempted to make a composition with its creditors and no trustee, receiver, liquidator, conservator, custodian or like officer has been appointed to take custody, possession or control of the Account Debtor or any substantial portion of the assets in general of such Account Debtor. The Account Debtor has not become or been adjudged to be insolvent, requested or consented to the appointment of any receiver, trustee, custodian, liquidator or like officer or become subject to the control or supervision of any court or other governmental body or officer for the purpose of liquidating its assets, winding up its affairs or for the purpose of any financial reorganization, rehabilitation or other relief under any law or statute now or hereafter in force affording relief to debtors from their obligations; (f) Company has in its possession and under its control shipping tickets, bills of lading, invoices, delivery receipts and other written business records and memoranda sufficient to document and verify Company's accounts and the amount thereof and to enforce collection thereof; (g) The Account Debtor has neither attempted to return the goods, the sale of which created or gave rise to the Account, nor refused to accept the goods, nor attempted to revoke any acceptance thereof or requested any allowance in adjustment with respect to such goods, nor made partial payment on a specific invoice which is being disputed; (h) The Bank shall not have notified Company in writing that the Account or the Account Debtor is unsatisfactory for reasons deemed by the Bank in good faith to be valid reasons for rejecting such Account or Account Debtor; (i) The Account is not evidenced by any promissory note, trade acceptance, negotiable instrument or judgment and does not constitute Chattel Paper (as defined in Article 9 of the Oklahoma Uniform Commercial Code); (j) All claims required to be filed in any public office or with any public officer in connection with the Account have been duly filed with and accepted by the appropriate public office or officer; (k) The Account Debtor is neither a parent, Subsidiary nor a corporate affiliate of the Company nor a corporation, partnership or other entity controlled directly or indirectly by the Company or the Guarantors, nor a foreign country or alien corporation with whom the Company does export business; (l) The Account Debtor is neither a director, officer nor an employee of the Company or a member of the family of any director or officer of any of the Company or any proprietorship or partnership owned in whole or in part by any such director or officer of any of the Company or by any member of the family of any such person; and (m) The Account is not subject to the federal statutes prohibiting assignment of claims against the United States of America.

Eligible Account. For the purposes of this Agreement, an "Eligible ---------------- Account" shall mean an An Account (as defined in Article 9 of the Oklahoma Uniform Commercial Code) which meets the following standards until the same is collected in full: (a) The Account is owned by and payable to Company and represents a sum of money (exclusive of interest, late charges or carrying charges) unconditionally due and owing to Company from an account debtor ("Account Debtor") thereof for services rendered or goods sold or leased by Company to such Account Debtor arising in the ordinary course of Debtor's or Guarantors' (as the case may be) business and from the sale of goods or rendition of services which services Secured Party, in its sole credit judgment, deems to 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 goods have been accepted Guarantor to a Subsidiary or an Affiliate of Debtor or Guarantor or to a Person controlled by the Account a Subsidiary or an Affiliate of Debtor and do not remain or Guarantor; or (ii) it is unpaid for a period in excess of more than ninety (90) days beyond after the earlier of the original invoice date therefor; or (iii) any covenant, representation or warranty contained in this Agreement or the first due date of applicable Security Agreement with respect to such Account has been breached in any material respect and if such breach is continuing; or (iv) the aggregate accounts of 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 one claim with respect to any other Account Debtor constitute more than twenty percent (20%) of due from such Account Obligor to Debtor, or the total accounts of the Company at any one time, the amount of all such accounts thereof in excess of twenty percent (20%) shall be deemed automatically ineligible for Borrowing Base purposes; (b) The Account otherwise is not a contra account and is not otherwise or may become subject to any dispute, right of set-off, recoupment, counterclaim or other claim which would reduce the amount to be paid off by the Account Debtor Obligor, in each of the foregoing cases to Company and the extent of any offset, dispute or claim; or (v) the Account Debtor Obligor has not received commenced a voluntary case under the federal bankruptcy laws, as now constituted or requested permission to pay the same in deferred installments; (c) None of such Accounts shall result from the sale hereafter amended, or lease of any goods held by Company on consignment including, without limitation, goods held on consignment for Usborne Publishing Limited ("Usborne"); (d) The Account Debtor is a Person (including a partnership of which all partners are residents of the continental United States of America) domiciled in, a resident of or duly organized under and in good standing pursuant to the laws of one of the states of the United States of America or the District of Columbia; (e) The Account Debtor has not ceased business, made an assignment for the benefit of creditors creditors, or attempted to make a composition with its creditors and no trustee, receiver, liquidator, conservator, custodian decree or like officer order for relief has been appointed to take custody, possession or control entered by a court having jurisdiction in the premises in respect of the Account Debtor Obligor in an involuntary case under the federal bankruptcy laws, as now constituted or hereafter amended, or any substantial portion of other petition or other application for relief under the assets in general of such federal bankruptcy laws has been filed against the Account Debtor. The Obligor, or if the Account Debtor Obligor has not become or been adjudged failed, suspended business, ceased to be insolventSolvent, requested or consented to the appointment of any or suffered a receiver, trustee, custodian, liquidator or like officer custodian to be appointed for it or become for all or a significant portion of its assets or affairs; or (vi) it arises from a sale to an Account Obligor who is located outside the United States, unless the sale is on letter of credit, guaranty or acceptance terms, in each case acceptable to Secured Party in its sole discretion; or (vii) it arises from a sale to the Account Obligor on a ▇▇▇▇-and-hold, 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 assigns its right to payment of such Account to Secured Party, 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 (x) the Account is subject to a Lien; or (xi) the control or supervision of any court or other governmental body or officer for the purpose of liquidating its assets, winding up its affairs or for the purpose of any financial reorganization, rehabilitation or other relief under any law or statute now or hereafter in force affording relief to debtors from their obligations; (f) Company has in its possession and under its control shipping tickets, bills of lading, invoices, delivery receipts and other written business records and memoranda sufficient to document and verify Company's accounts and the amount thereof and to enforce collection thereof; (g) The Account Debtor has neither attempted to return the goods, the sale of which created or gave goods giving rise to the Account, nor refused to accept the goods, nor attempted to revoke any acceptance thereof or requested any allowance in adjustment with respect to such goods, nor made partial payment on a specific invoice which is being disputed; (h) The Bank shall not have notified Company in writing that the Account or the Account Debtor is unsatisfactory for reasons deemed by the Bank in good faith to be valid reasons for rejecting such Account or Account Debtor; (i) The Account is have not evidenced by any promissory note, trade acceptance, negotiable instrument or judgment and does not constitute Chattel Paper (as defined in Article 9 of the Oklahoma Uniform Commercial Code); (j) All claims required been delivered to be filed in any public office or with any public officer in connection with the Account have been duly filed with and accepted by the appropriate public office Account Obligor or officer; the services giving rise to such Account have not been performed by Debtor and accepted by the Account Obligor or the Account otherwise does not represent a final sale; or (kxii) The the Account is evidenced by chattel paper or an instrument of any kind, or has been reduced to judgment; or (xiii) Debtor is neither a parenthas made any agreement with the Account Obligor for any deduction therefrom, Subsidiary nor a corporate affiliate except for discounts or allowances which are made in the ordinary course of business for prompt payment and which discounts or allowances are reflected in the calculation of the Company nor a corporation, partnership face value of each invoice related to such Account; or other entity controlled directly or indirectly by (xiv) Debtor has made an agreement with the Company or Account Obligor to extend the Guarantors, nor a foreign country or alien corporation with whom the Company does export business; (l) The Account Debtor is neither a director, officer nor an employee time of the Company or a member of the family of any director or officer of any of the Company or any proprietorship or partnership owned in whole or in part by any such director or officer of any of the Company or by any member of the family of any such person; and (m) The Account is not subject to the federal statutes prohibiting assignment of claims against the United States of Americapayment thereof.

Eligible Account. “Eligible Account” has the meaning set forth below; provided, that Lender may, from time to time, in the good faith exercise of its credit judgment, change the criteria for Eligible Accounts set forth below based on either: (a) an event, condition or other circumstance arising after the Closing Date, or (b) an event, condition or other circumstance existing on the Closing Date to the extent Lender has no written notice thereof from a 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 the purposes of this Agreement, an "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 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" shall mean ” means an Account of a Borrower (other than the Inactive Subsidiaries and, until such time as defined the opinion of counsel described in Article 9 of the Oklahoma Uniform Commercial CodeSection 5.40 shall have been provided to, and accepted by, Lender, ATC) which meets the following standards until the same is collected in full: (a) The Account is owned by and payable to Company and represents a sum of money (exclusive of interest, late charges or carrying charges) unconditionally due and owing to Company from an account debtor ("Account Debtor") thereof for services rendered or goods sold or leased by Company to such Account Debtor was generated in the 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 acquired via assignment or otherwise, and which services or goods have been accepted by Lender, in its reasonable discretion, deems to be an Eligible Account. Without limiting the Account Debtor and do not remain unpaid for a period in excess of ninety (90) days beyond the earlier generality of the invoice date or the first due date of such foregoing, no Account and if the aggregate accounts of any one Account Debtor constitute more than twenty percent (20%) of the total accounts of the Company at any one time, the amount of all such accounts thereof in excess of twenty percent (20%) shall be deemed automatically ineligible for Borrowing Base purposes; (b) The an Eligible Account is not a contra account and is not otherwise subject to any dispute, set-off, recoupment, counterclaim or other claim which would reduce the amount to be paid by the Account Debtor to Company and the Account Debtor has not received or requested permission to pay the same in deferred installments; (c) None of such Accounts shall result from the sale or lease of any goods held by Company on consignment including, without limitation, goods held on consignment for Usborne Publishing Limited ("Usborne"); (d) The Account Debtor is a Person (including a partnership of which all partners are residents of the continental United States of America) domiciled in, a resident of or duly organized under and in good standing pursuant to the laws of one of the states of the United States of America or the District of Columbia; (e) The Account Debtor has not ceased business, made an assignment for the benefit of creditors or attempted to make a composition with its creditors and no trustee, receiver, liquidator, conservator, custodian or like officer has been appointed to take custody, possession or control of the Account Debtor or any substantial portion of the assets in general of such Account Debtor. The Account Debtor has not become or been adjudged to be insolvent, requested or consented to the appointment of any receiver, trustee, custodian, liquidator or like officer or become subject to the control or supervision of any court or other governmental body or officer for the purpose of liquidating its assets, winding up its affairs or for the purpose of any financial reorganization, rehabilitation or other relief under any law or statute now or hereafter in force affording relief to debtors from their obligations; (f) Company has in its possession and under its control shipping tickets, bills of lading, invoices, delivery receipts and other written business records and memoranda sufficient to document and verify Company's accounts and the amount thereof and to enforce collection thereof; (g) The Account Debtor has neither attempted to return the goods, the sale of which created or gave rise to the Account, nor refused to accept the goods, nor attempted to revoke any acceptance thereof or requested any allowance in adjustment with respect to such goods, nor made partial payment on a specific invoice which is being disputed; (h) The Bank shall not have notified Company in writing that the Account or the Account Debtor is unsatisfactory for reasons deemed by the Bank in good faith to be valid reasons for rejecting such Account or Account Debtor; (i) The Account is not evidenced by any promissory note, trade acceptance, negotiable instrument or judgment and does not constitute Chattel Paper (as defined in Article 9 of the Oklahoma Uniform Commercial Code); (j) All claims required to be filed in any public office or with any public officer in connection with the Account have been duly filed with and accepted by the appropriate public office or officer; (k) The Account Debtor is neither a parent, Subsidiary nor a corporate affiliate of the Company nor a corporation, partnership or other entity controlled directly or indirectly by the Company or the Guarantors, nor a foreign country or alien corporation with whom the Company does export business; (l) The Account Debtor is neither a director, officer nor an employee of the Company or a member of the family of any director or officer of any of the Company or any proprietorship or partnership owned in whole or in part by any such director or officer of any of the Company or by any member of the family of any such person; and (m) The Account is not subject to the federal statutes prohibiting assignment of claims against the United States of America.if:

Eligible Account. For the purposes of this Agreement, an "Eligible ---------------- Account" shall mean 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 (as defined 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 Article 9 of the Oklahoma Uniform Commercial Code) which meets each case meeting the following standards until the same is collected in full: requirements: (a) The (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 owned 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 and payable to Company and represents a sum of money (exclusive of interest, late charges or carrying charges) unconditionally due and owing to Company from an account debtor ("against the Account Debtor") thereof for services rendered or goods sold or leased by Company to such , 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 ordinary course of business goods giving rise to it have been delivered to and which accepted by the Account Debtor, the services or goods giving rise to it have been accepted by the Account Debtor Debtor, or it otherwise represents a final sale; (f) it is not evidenced by Chattel Paper or an Instrument of any kind, and do has not remain unpaid for 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 period in excess sale to an Affiliate of ninety any Borrower; (90i) days beyond the earlier is not subject to a Dealer Finance Agreement; (j) 50% or more of the invoice date or the first due date of such Account and if the aggregate accounts of any one Account Debtor constitute more than twenty percent (20%) of the total accounts of the Company at any one time, the amount of all such accounts thereof in excess of twenty percent (20%) shall be deemed automatically ineligible for Borrowing Base purposes; (b) The Account is not a contra account and is not otherwise subject to any dispute, set-off, recoupment, counterclaim or other claim which would reduce the amount to be paid Accounts owing by the Account Debtor thereof to Company and the Account Debtor has not received or requested permission to pay the same in deferred installments; (c) None of such Accounts shall result from the sale or lease of any goods held by Company on consignment including, without limitation, goods held on consignment for Usborne Publishing Limited ("Usborne"); (d) The Account Debtor is a Person (including a partnership of which all partners are residents of the continental United States of America) domiciled in, a resident of or duly organized under Borrowers are Eligible Accounts; and in good standing pursuant to the laws of one of the states of the United States of America or the District of Columbia; (e) The Account Debtor has not ceased business, made an assignment for the benefit of creditors or attempted to make a composition with its creditors and no trustee, receiver, liquidator, conservator, custodian or like officer has been appointed to take custody, possession or control of the Account Debtor or any substantial portion of the assets in general of such Account Debtor. The Account Debtor has not become or been adjudged to be insolvent, requested or consented to the appointment of any receiver, trustee, custodian, liquidator or like officer or become subject to the control or supervision of any court or other governmental body or officer for the purpose of liquidating its assets, winding up its affairs or for the purpose of any financial reorganization, rehabilitation or other relief under any law or statute now or hereafter in force affording relief to debtors from their obligations; (f) Company has in its possession and under its control shipping tickets, bills of lading, invoices, delivery receipts and other written business records and memoranda sufficient to document and verify Company's accounts and the amount thereof and to enforce collection thereof; (g) The Account Debtor has neither attempted to return the goods, the sale of which created or gave rise to the Account, nor refused to accept the goods, nor attempted to revoke any acceptance thereof or requested any allowance in adjustment with respect to such goods, nor made partial payment on a specific invoice which is being disputed; (h) The Bank shall not have notified Company in writing that the Account or the Account Debtor is unsatisfactory for reasons deemed by the Bank in good faith to be valid reasons for rejecting such Account or Account Debtor; (i) The Account is not evidenced by any promissory note, trade acceptance, negotiable instrument or judgment and does not constitute Chattel Paper (as defined in Article 9 of the Oklahoma Uniform Commercial Code); (j) All claims required to be filed in any public office or with any public officer in connection with the Account have been duly filed with and accepted by the appropriate public office or officer; (k) The Account Debtor it is neither a parentotherwise deemed by Agent, Subsidiary nor a corporate affiliate in its reasonable discretion, to be an Eligible Account. Eligible Accounts Reserve: the aggregate amount of the Company nor a corporation, partnership or other entity controlled directly or indirectly reserves established by the Company or the Guarantors, nor a foreign country or alien corporation with whom the Company does export business; (l) The Account Debtor is neither a director, officer nor an employee Agent from time to time in its sole discretion in respect of the Company or a member of the family of any director or officer of any of the Company or any proprietorship or partnership owned in whole or in part by any such director or officer of any of the Company or by any member of the family of any such person; and (m) The Account is not subject to the federal statutes prohibiting assignment of claims against the United States of AmericaEligible Accounts.

Eligible Account. For the purposes of this Agreement, an "Eligible ---------------- Account" shall mean an Account (as defined in Article 9 of the Oklahoma Uniform Commercial Code) which meets the following standards until the same is collected in full: (a) The Account is owned by and payable to Company and represents a sum of money (exclusive of interest, late charges or carrying charges) unconditionally due and owing to Company from an account debtor ("Account Debtor") thereof for services rendered or goods sold or leased by Company to such Account Debtor arising in the ordinary course of Borrower's business and from the sale of goods or rendition of services which services Bank, in its sole credit judgment, deems to be an Eligible Account. Without limiting the generality of the foregoing, no Account shall be an Eligible Account if: (i) it arises out of a sale made by Borrower to a Subsidiary or goods have been accepted to an Affiliate of Borrower or to a Person controlled by the Account Debtor and do not remain an Affiliate or Subsidiary of Borrower; or (ii) it is unpaid for a period in excess of 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 beyond after the earlier original invoice date; or (iv) fifty percent (50%) or more of the invoice date or Accounts from the first due date of such Account and if the aggregate accounts of any one Account Debtor constitute more than are not deemed Eligible Accounts hereunder; or (v) the total unpaid Accounts of the Account Debtor exceed twenty five percent (2025%) of the total accounts of the Company at any one time, the net amount of all Accounts, to the extent of such accounts thereof excess; or (vi) any covenant, representation or warranty contained in excess of twenty percent this Agreement with respect to such Account has been breached; or (20%vii) shall be deemed automatically ineligible for Borrowing Base purposes; (b) The the Account Debtor is not a contra account and 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 not otherwise or may become subject to any dispute, set-off, recoupment, counterclaim or other claim which would reduce the amount to be paid right of setoff by the Account Debtor to Company and or an affiliate of the Account Debtor; or (viii) the Account Debtor has not received commenced a voluntary case under the federal bankruptcy laws, as now constituted or requested permission to pay the same in deferred installments; (c) None of such Accounts shall result from the sale hereafter amended, or lease of any goods held by Company on consignment including, without limitation, goods held on consignment for Usborne Publishing Limited ("Usborne"); (d) The Account Debtor is a Person (including a partnership of which all partners are residents of the continental United States of America) domiciled in, a resident of or duly organized under and in good standing pursuant to the laws of one of the states of the United States of America or the District of Columbia; (e) The Account Debtor has not ceased business, made an assignment for the benefit of creditors creditors, or attempted to make a composition with its creditors and no trustee, receiver, liquidator, conservator, custodian decree or like officer order for relief under the federal bankruptcy laws has been appointed to take custodyfiled against the Account Debtor, possession or control of if the Account Debtor or any substantial portion of the assets in general of such Account Debtor. The Account Debtor has not become or been adjudged failed, suspended business, ceased to be insolventSolvent, requested or consented to the appointment of any or suffered a receiver, trustee, custodian, liquidator or like officer or become subject custodian to the control or supervision be appointed of any court or other governmental body or officer for the purpose of liquidating its assets, winding up its affairs it or for the purpose all or a significant portion of any financial reorganization, rehabilitation its assets or other relief under any law affairs; or statute now or hereafter in force affording relief (ix) it arises from a sale to debtors from their obligations; (f) Company has in its possession and under its control shipping tickets, bills of lading, invoices, delivery receipts and other written business records and memoranda sufficient to document and verify Company's accounts and the amount thereof and to enforce collection thereof; (g) The an Account Debtor has neither attempted outside the United States or Canada, unless credit insured by a surety acceptable to return the goods, the Bank or backed by a letter of credit issued in Borrower's favor; or (x) it arises from a sale of which created or gave rise to the Account, nor refused to accept the goods, nor attempted to revoke any acceptance thereof or requested any allowance in adjustment with respect to such goods, nor made partial payment on a specific invoice which is being disputed; (h) The Bank shall not have notified Company in writing that the Account or the Account Debtor is unsatisfactory for reasons deemed by the on a bill-and-hold, guaranteed sale, sale-or-return, sale-on-app▇▇▇▇l, consignment, or any other repurchase or return basis; or (xi) Bank believes, in good faith to be valid reasons for rejecting its sole reasonable judgment, that collection of such Account is insecure or that payment thereof is doubtful or will be delayed by reason of the Account Debtor; 's financial condition; or (ixii) The Account is not evidenced by any promissory note, trade acceptance, negotiable instrument or judgment and does not constitute Chattel Paper (as defined in Article 9 of the Oklahoma Uniform Commercial Code); (j) All claims required to be filed in any public office or with any public officer in connection with the Account have been duly filed with and accepted by the appropriate public office or officer; (k) The Account Debtor is neither a parent, Subsidiary nor a corporate affiliate of the Company nor a corporation, partnership or other entity controlled directly or indirectly by the Company or the Guarantors, nor a foreign country or alien corporation with whom the Company does export business; (l) The Account Debtor is neither a director, officer nor an employee of the Company or a member of the family of any director or officer of any of the Company or any proprietorship or partnership owned in whole or in part by any such director or officer of any of the Company or by any member of the family of any such person; and (m) The Account is not subject to the federal statutes prohibiting assignment of claims against the United States of America.the