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, is payable in Dollars and is deemed by Lender, in its Permitted Discretion, to be an Eligible Account. Without limiting the foregoing, no Account shall be an Eligible Account if (a) it is unpaid for more than 60 days after the original due date, or more than 90 days after the original invoice date; (b) 20% or more of the Accounts owing by the Account Debtor are not Eligible Accounts under the foregoing clause; (c) when aggregated with other Accounts owing by the Account Debtor, it exceeds the Applicable Concentration Percentage of the aggregate of all Eligible Accounts; (d) it does not conform in all material respects with a covenant or representation herein; (e) it is owing by a creditor or supplier, or is otherwise subject to a potential offset, counterclaim, dispute, deduction, discount, recoupment, reserve, defense, chargeback, credit or allowance (but ineligibility shall be limited to the amount thereof); (f) an Insolvency Proceeding has been commenced by or against the Account Debtor; or the Account Debtor has failed, has suspended or ceased doing business, is liquidating, dissolving or winding up its affairs, is not Solvent, or is the target of any Sanction or on any specially designated nationals list maintained by OFAC; or the Borrower is not able to bring suit or enforce remedies against the Account Debtor through judicial process; (g) the Account Debtor is organized or has its principal offices or assets outside the United States or Canada, unless the Account is supported by a letter of credit (delivered to and directly drawable by Lender) or credit insurance satisfactory in all respects to Lender; (h) it is owing by a Governmental Authority, unless the Account Debtor is the United States or any department, agency or instrumentality thereof and the Account has been assigned to Lender in compliance with the federal Assignment of Claims Act; (i) it is not subject to a duly perfected, first priority Lien in favor of Lender, or is subject to any other Lien other than Permitted Liens that do not have priority over the Lender’s Lien; (j) the goods giving rise to it have not been delivered to the Account Debtor, the services giving rise to it have not been accepted by the Account Debtor, or it otherwise does not represent a final sale; (k) it is evidenced by Chattel Paper or an Instrument of any kind, or has been reduced to judgment; (l) its payment has been extended or the Account Debtor has made a partial payment; (m) it arises from a sale to an Affiliate, from a sale on a cash-on-delivery, bill-and-hold, sale or return, sale on approval, consignment, or other repurchase or return basis, or from a sale for personal, family or household purposes; (n) it represents a progress billing or retainage other than Eligible Progress Xxxxxxxx or relates to services for which a performance, surety or completion bond or similar assurance has been issued; or (o) it includes a billing for interest, fees or late charges, but ineligibility shall be limited to the extent thereof. In calculating delinquent portions of Accounts under clauses (a) and (b), credit balances more than 90 days old will be excluded.

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, is payable in Dollars and is deemed by Lender, in its Permitted Discretion, to be an Eligible Account. Without limiting the foregoing, no Account shall be an Eligible Account if (a) it is unpaid for more than 60 90 days after the original due date, or more than 90 120 days after the original invoice date; (b) 2050% or more of the Accounts owing by the Account Debtor are not Eligible Accounts under the foregoing clause; (c) when aggregated with other Accounts owing by the Account Debtor, it exceeds the Applicable 15% (“Concentration Percentage Limit”) of the aggregate Eligible Accounts (or such higher Concentration Limit as Lender may establish for the Account Debtor from time to time); provided that the Concentration Limit for each of all Standard Pacific Corp., KB Home, Toll Brothers Inc. and XX Xxxxxx Inc. shall be 25% of the aggregate Eligible AccountsAccounts (or such higher Concentration Limit as Lender may establish for the Account Debtor from time to time); (d) it does not conform in all material respects with a covenant or representation herein; (e) it is owing by a creditor or supplier, or is otherwise subject to a potential offset, counterclaim, dispute, deduction, discount, recoupment, reserve, defense, chargeback, credit or allowance (including any customer deposit) (but ineligibility shall be limited to the amount thereof); (f) an Insolvency Proceeding has been commenced by or against the Account Debtor; or the Account Debtor has failed, has suspended or ceased doing business, is liquidating, dissolving or winding up its affairs, is not Solvent, or is the target of any Sanction subject to Sanctions or on any specially designated nationals list maintained by OFAC; or the Borrower is not able to bring suit or enforce remedies against the Account Debtor through judicial process; (g) the Account Debtor is organized or has its principal offices or assets outside the United States or Canada, unless the Account is supported by a letter of credit (delivered to and directly drawable by Lender) or credit insurance satisfactory in all respects to Lender; (h) it is owing by a Governmental Authority, unless the Account Debtor is the United States or any department, agency or instrumentality thereof and the Account has been assigned to Lender in compliance with the federal Assignment of Claims Act; (i) it is not subject to a duly perfected, first priority Lien in favor of Lender, or is subject to any other Lien (other than a Permitted Liens that do not have priority over the Lien junior to Lender’s LienLien or any other Lien for which an Availability Reserve is being maintained); (j) the goods giving rise to it have not been delivered to the Account Debtor, the services giving rise to it have not been accepted by the Account Debtor, or it otherwise does not represent a final sale; (k) it is evidenced by Chattel Paper or an Instrument of any kind, or has been reduced to judgment; (l) its payment term has been extended or the Account Debtor has made a partial paymentpayment (other than a partial payment of an Account that is the full payment of an invoice); (m) it arises from a sale to an Affiliate, from a sale on a cash-on-delivery, billxxxx-and-hold, sale or sale-or-return, sale on sale-on-approval, consignment, or other repurchase or return basis, or from a sale for personal, family or household purposes; (n) it represents a progress billing or retainage other than Eligible Progress Xxxxxxxx retainage, or relates to services for which a performance, surety or completion bond or similar assurance has been issued; or (o) it includes a billing for interest, fees or late charges, but ineligibility shall be limited to the extent thereof. In calculating delinquent portions of Accounts under clauses (a) and (b), credit balances more than 90 120 days old past the original invoice date will be excluded.

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, is payable in Dollars and is deemed by LenderAgent, in its Permitted Discretioncredit judgment, to be an Eligible Account. Without limiting the foregoing, no Account shall be an Eligible Account if (a) it is unpaid for more than 60 days after the original due date, or more than 90 days (120 days for invoices with greater than 30 day terms) after the original invoice date; (b) 2050% or more of the Accounts owing by the Account Debtor are not Eligible Accounts under the foregoing clause; (c) when aggregated with other Accounts owing by the Account Debtor, it exceeds the Applicable Concentration Percentage 25% of the aggregate of all Eligible AccountsAccounts (or such higher percentage as Agent may establish for the Account Debtor from time to time); (d) it does not conform in all material respects with a covenant or representation herein; (e) it is owing by a creditor or supplier, or is otherwise subject to a potential offset, counterclaim, dispute, deduction, discount, recoupment, reserve, defense, chargeback, credit or allowance (but ineligibility shall be limited to the amount thereof); (f) an Insolvency Proceeding has been commenced by or against the Account Debtor; or the Account Debtor has failed, has suspended or ceased doing business, is liquidating, dissolving or winding up its affairs, or is not Solvent, or is the target of any Sanction or on any specially designated nationals list maintained by OFAC; or the Borrower is not able to bring suit or enforce remedies against the Account Debtor through judicial process; (g) the Account Debtor is organized or has its principal offices or assets outside the United States or Canada, unless any province of Canada in which the Account is supported by a letter of credit (delivered to and directly drawable by Lender) or credit insurance satisfactory Personal Property Security Act has not been adopted in all respects to Lendersubstantially the same form as in Ontario; (h) it is owing by a Governmental Government Authority, unless the Account Debtor is the United States, any state of the United States or any department, agency or instrumentality thereof and the Account has been assigned to Lender Agent in compliance with the federal Assignment of Claims ActAct (or the applicable state equivalent thereof); (i) it is not subject to a duly perfected, first priority Lien in favor of LenderAgent, or is subject to any other Lien other than Permitted Liens that do not have priority over the Lender’s Lien; (j) the goods giving rise to it have not been delivered to and accepted by the Account Debtor, the services giving rise to it have not been accepted by the Account Debtor, or it otherwise does not represent a final sale; (k) it is evidenced by Chattel Paper or an Instrument of any kind, or has been reduced to judgment; (l) its payment has been extended or extended, the Account Debtor has made a partial payment, or it arises from a sale on a cash-on-delivery basis; (m) it arises from a sale to an Affiliate, or from a sale on a cashbxxx-on-deliveryand- hold, bill-and-holdguaranteed sale, sale or return, sale on approval, consignment, or other repurchase or return basis, or from a sale for personal, family or household purposes; (n) it represents a progress billing or retainage other than Eligible Progress Xxxxxxxx or relates to services for which a performance, surety or completion bond or similar assurance has been issuedretainage; or (o) it includes a billing for interest, fees or late charges, but ineligibility shall be limited to the extent thereof; or (p) it arises from a retail sale to a Person who is purchasing for personal, family or household purposes. In calculating delinquent portions of Accounts under clauses clause (a) and (bc), credit balances more than 90 (120 days, if applicable) days old will be excluded. Eligible Assignee — a Person that is (a) a Lender, U.S.-based Affiliate of a Lender or Approved Fund; (b) any other financial institution approved by Agent and Borrower Agent (which approval by Borrower Agent shall not be unreasonably withheld or delayed, and shall be deemed given if no objection is made within two Business Days after notice of the proposed assignment), that is organized under the laws of the United States or any state or district thereof, has total assets in excess of $5 billion, extends asset-based lending facilities in its ordinary course of business and whose becoming an assignee would not constitute a prohibited transaction under Section 4975 of ERISA or any other Applicable Law; and (c) during any Event of Default, any Person acceptable to Agent in its discretion. Eligible Inventory — Inventory owned by a Borrower that Agent, in its credit judgment, deems to be Eligible Inventory. Without limiting the foregoing, no Inventory shall be Eligible Inventory unless it (a) is finished goods or raw materials, and not work-in-process, packaging or shipping materials, labels, samples, display items, bags, replacement parts or manufacturing supplies; (b) is not held on consignment, nor subject to any deposit or downpayment; (c) is in new and saleable condition and is not damaged, defective, shopworn or otherwise unfit for sale; (d) is not slow- moving, obsolete or unmerchantable, and does not constitute returned or repossessed goods; (e) meets all standards imposed by any Governmental Authority, and does not constitute hazardous materials under any Environmental Law; (f) conforms with the covenants and representations herein; (g) is subject to Agent’s duly perfected, first priority Lien, and no other Lien; (h) except for Eligible In-Transit Inventory, is within the continental United States or Canada, is not in-transit other than between locations of Borrowers, and is not consigned to any Person; (i) is not subject to any warehouse receipt or negotiable Document; (j) is not subject to any License or other arrangement that restricts such Borrower’s or Agent’s right to dispose of such Inventory, unless Agent has received an appropriate Lien Waiver; (k) is not located on leased premises or in the possession of a warehouseman, processor, repairman, mechanic, shipper, freight forwarder or other Person, unless the lessor or such Person has delivered a Lien Waiver or an appropriate Rent and Charges Reserve has been established; and (l) is reflected in the details of a current perpetual inventory report or other reports acceptable to Agent.

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, is payable in Dollars and is deemed by Lender, Agent in its Permitted Discretion, Discretion to be an Eligible Account. Without limiting the foregoing; provided, that no Account shall be an Eligible Account if (aa)(i) it is unpaid for more than 60 days after the original due date, or more than 90 days after the original invoice datedate or (ii) has selling terms that exceed 90 days; (b) 2050% or more of the Accounts owing by the Account Debtor are not Eligible Accounts under the foregoing clauseclause (a)(i); (c) when aggregated with other Accounts owing by the Account Debtor, it exceeds 20% (or 50% in respect of Accounts for which Southern Xxxxxx’x Wine and Spirits, LLC is the Applicable Concentration Percentage Account Debtor) of the aggregate Accounts (or such higher percentage as Agent may establish in its Permitted Discretion for the Account Debtor from time to time), but only to the extent of all Eligible Accountssuch excess; (d) it does not conform in all material respects with a covenant or representation herein; (e) it is owing by a creditor or supplier, or supplier and is otherwise subject to a potential offset, counterclaim, dispute, deduction, discount, recoupment, reserve, defense, chargeback, credit or allowance (but ineligibility shall be limited to the amount thereof); (f) an Insolvency Proceeding has been commenced by or against the Account Debtor; or the Account Debtor has failed, has suspended or ceased doing business, is liquidating, dissolving or winding up its affairs, is not Solvent, or is the target of subject to any Sanction country sanctions program or on any specially designated nationals list maintained by OFACthe Office of Foreign Assets Control of the U.S. Treasury Department; or the Borrower is Borrowers are not able to bring suit or enforce remedies against the Account Debtor through judicial process; (g) the Account Debtor is organized or has its principal offices or assets outside the United States or Canada, unless the Account is supported by (x) a letter of credit on terms reasonably satisfactory to Agent and (delivered i) such letter of credit names Agent as beneficiary for the benefit of the Secured Parties or (ii) the issuer of such letter of credit has consented to and directly drawable by Lenderthe assignment of the proceeds thereof to Agent, or (y) or credit insurance reasonably satisfactory in all respects to LenderAgent; (h) it is owing by a Governmental Authority, unless the Account Debtor is the United States or any department, agency or instrumentality thereof and the Account has been assigned to Lender Agent in compliance with the federal Assignment of Claims Act; (i) it is not subject to a duly perfected, first priority Lien in favor of LenderAgent, or is subject to any other Lien (other than non-consensual Permitted Liens that do not have priority over arising by operation of law which are junior to the LenderAgent’s Lien) unless an appropriate Availability Reserve has been established in Agent’s Permitted Discretion; (j) the goods giving rise to it have not been delivered to the Account Debtor, the services giving rise to it have not been accepted by the Account Debtor, or it otherwise does not represent a final sale; (k) it is evidenced by Chattel Paper or an Instrument of any kind, or has been reduced to judgment; (l) its payment has been extended or the Account Debtor has made a partial payment; (m) it arises from a sale to an Affiliate, from a sale on a cash-on-delivery, bill-and-hold, sale or sale-or-return, sale on sale-on-approval, consignment, or other repurchase or return basis, or from a sale for personal, family or household purposes; (n) it represents a progress billing or retainage other than Eligible Progress Xxxxxxxx retainage, or relates to services for which a performance, surety or completion bond or similar assurance has been issued; or (o) it includes a billing for interest, fees or late charges, but ineligibility shall be limited to the extent thereof. In calculating delinquent portions ; or (p) it is an Account owned by a target acquired in connection with a Permitted Acquisition, until the completion of Accounts under clauses an appraisal and field examination with respect to such target, in each case, reasonably satisfactory to Agent (a) which appraisal and (bfield examination may be conducted prior to the closing of such Permitted Acquisition), credit balances more than 90 days old will be excluded.

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, is payable in Dollars and is deemed by Lender, Agent in its Permitted Discretion, Discretion to be an Eligible Account. Without limiting the foregoing; provided, that no Account shall be an Eligible Account if (a) it is unpaid for more than 60 days after the original due date, or more than 90 days after the original invoice datedate or has selling terms that exceed 90 days; (b) 2050% or more of the Accounts owing by the Account Debtor are not Eligible Accounts under the foregoing clause; (c) when aggregated with other Accounts owing by the Account Debtor, it exceeds 20% (or 40% in respect of Accounts for which Southern Xxxxxx’x Wine and Spirits, LLC is the Applicable Concentration Percentage Account Debtor) of the aggregate Accounts (or such higher percentage as Agent may establish in its Permitted Discretion for the Account Debtor from time to time), but only to the extent of all Eligible Accountssuch excess; (d) it does not conform in all material respects with a covenant or representation herein; (e) it is owing by a creditor or supplier, or supplier and is otherwise subject to a potential offset, counterclaim, dispute, deduction, discount, recoupment, reserve, defense, chargeback, credit or allowance (but ineligibility shall be limited to the amount thereof); (f) an Insolvency Proceeding has been commenced by or against the Account Debtor; or the Account Debtor has failed, has suspended or ceased doing business, is liquidating, dissolving or winding up its affairs, is not Solvent, or is the target of subject to any Sanction country sanctions program or on any specially designated nationals list maintained by OFACthe Office of Foreign Assets Control of the U.S. Treasury Department; or the Borrower is not able to bring suit or enforce remedies against the Account Debtor through judicial process; (g) the Account Debtor is organized or has its principal offices or assets outside the United States or Canada, unless the Account is supported by (x) a letter of credit on terms reasonably satisfactory to Agent and (delivered i) such letter of credit names Agent as beneficiary for the benefit of the Secured Parties or (ii) the issuer of such letter of credit has consented to and directly drawable by Lenderthe assignment of the proceeds thereof to Agent, or (y) or credit insurance reasonably satisfactory in all respects to LenderAgent; (h) it is owing by a Governmental Authority, unless the Account Debtor is the United States or any department, agency or instrumentality thereof and the Account has been assigned to Lender Agent in compliance with the federal Assignment of Claims Act; (i) it is not subject to a duly perfected, first priority Lien in favor of LenderAgent, or is subject to any other Lien (other than non-consensual Permitted Liens that do not have priority over arising by operation of law which are junior to the LenderAgent’s Lien) unless an appropriate Reserve has been established in Agent’s Permitted Discretion; (j) the goods giving rise to it have not been delivered to the Account Debtor, the services giving rise to it have not been accepted by the Account Debtor, or it otherwise does not represent a final sale; (k) it is evidenced by Chattel Paper or an Instrument of any kind, or has been reduced to judgment; (l) its payment has been extended or the Account Debtor has made a partial payment; (m) it arises from a sale to an Affiliate, from a sale on a cash-on-delivery, billxxxx-and-hold, sale or sale-or-return, sale on sale-on-approval, consignment, or other repurchase or return basis, or from a sale for personal, family or household purposes; (n) it represents a progress billing or retainage other than Eligible Progress Xxxxxxxx retainage, or relates to services for which a performance, surety or completion bond or similar assurance has been issued; or (o) it includes a billing for interest, fees or late charges, but ineligibility shall be limited to the extent thereof. In calculating delinquent portions ; or (p) it is an Account owned by a target acquired in connection with a Permitted Acquisition, until the completion of Accounts under clauses an appraisal and field examination with respect to such target, in each case, reasonably satisfactory to Agent (a) which appraisal and (bfield examination may be conducted prior to the closing of such Permitted Acquisition), credit balances more than 90 days old will be excluded.