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 Agent in its Permitted Discretion to be an Eligible Account; provided, that no Account shall be an Eligible Account if (a)(i) it is unpaid for more than 90 days after the original invoice date or (ii) has selling terms that exceed 90 days; (b) 50% or more of the Accounts owing by the Account Debtor are not Eligible Accounts under the foregoing clause (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 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 such excess; (d) it does not conform with a covenant or representation herein; (e) it is owing by a creditor or supplier and is 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 subject to any country sanctions program or specially designated nationals list maintained by the Office of Foreign Assets Control of the U.S. Treasury Department; or the 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 (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 the assignment of the proceeds thereof to Agent, or (y) credit insurance reasonably satisfactory in all respects to Agent; (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 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 Agent, or is subject to any other Lien (other than non-consensual Permitted Liens arising by operation of law which are junior to the Agent’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-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, or relates to services for which a performance, surety or completion bond or similar assurance has been issued; (o) it includes a billing for interest, fees or late charges, but ineligibility shall be limited to the extent thereof; or (p) it is an Account owned by a target acquired in connection with a Permitted Acquisition, until the completion of an appraisal and field examination with respect to such target, in each case, reasonably satisfactory to Agent (which appraisal and field examination may be conducted prior to the closing of such Permitted Acquisition).

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 Agent Lender, in its Permitted Discretion Discretion, to be an Eligible Account; provided. Without limiting the foregoing, that no Account shall be an Eligible Account if (a)(ia) it is unpaid for more than 60 days after the original due date, or more than 90 days after the original invoice date or (ii) has selling terms that exceed 90 daysdate; (b) 5020% or more of the Accounts owing by the Account Debtor are not Eligible Accounts under the foregoing clause (a)(i)clause; (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 Account Debtor) Applicable Concentration Percentage 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 such excessall 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 and 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 subject to the target of any country sanctions program Sanction or on any specially designated nationals list maintained by the Office of Foreign Assets Control of the U.S. Treasury DepartmentOFAC; or the Borrowers are 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 (delivered to Agent and (idirectly drawable by Lender) 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 the assignment of the proceeds thereof to Agent, or (y) credit insurance reasonably satisfactory in all respects to AgentLender; (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 Agent 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 AgentLender, or is subject to any other Lien (other than non-consensual Permitted Liens arising by operation of law which are junior to that do not have priority over the AgentLender’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, 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; or . In calculating delinquent portions of Accounts under clauses (pa) it is an Account owned by a target acquired in connection with a Permitted Acquisitionand (b), until the completion of an appraisal and field examination with respect to such target, in each case, reasonably satisfactory to Agent (which appraisal and field examination may credit balances more than 90 days old will be conducted prior to the closing of such Permitted Acquisition)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 servicesBusiness, is payable in Dollars and is deemed by Agent Lender, in its Permitted Discretion discretion, to be an Eligible Account; provided. Without limiting the foregoing, that no Account shall be an Eligible Account if (a)(iand without duplication) (i) it is unpaid for more than 90 ninety (90) days after the original invoice date or date; (ii) has selling terms that exceed 90 days; (b) 5025% or more of the Accounts owing by the Account Debtor are not Eligible Accounts under the foregoing clause clause, (a)(i); (ciii) when aggregated with other Accounts owing by the Account Debtor, it exceeds 20% (or 50% in x) with respect of Accounts for which Southern Xxxxxx’x Wine and Spirits, LLC is the to any Investment Grade Account Debtor) , 40% of the aggregate Eligible Accounts or (y) with respect to any Account Debtor that is not an Investment Grade Account Debtor, 25% of the aggregate Eligible Accounts (in each case, or such higher percentage as Agent Lender may establish in its Permitted Discretion for the Account Debtor from time to time), but only to the extent of such excess; (div) it does not conform with a covenant or representation herein; (ev) it is owing by a creditor or supplier and 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); (fvi) 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 subject to any country sanctions program or specially designated nationals list maintained by the Office of Foreign Assets Control of the U.S. Treasury Department; or the Borrowers are a Borrower is not able to bring suit or enforce remedies against the Account Debtor through judicial process; (gvii) the Account Debtor is organized or has its principal offices or assets outside the United States or CanadaStates, unless the Account is supported by (x) a letter of credit on terms reasonably satisfactory (delivered to Agent and (idirectly drawable by Lender) 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 the assignment of the proceeds thereof to Agent, or (y) credit insurance reasonably satisfactory in all respects to AgentLender; (hviii) it is owing by a Governmental Authoritygovernmental entity and when aggregated with other Accounts owing by governmental entities exceeds 20% of all Eligible Accounts, unless but ineligibility shall be limited to the Account Debtor is the United States or any department, agency or instrumentality thereof and the Account has been assigned to Agent in compliance with the federal Assignment extent of Claims Actsuch excess thereof; (iix) it is not subject to a duly perfected, first priority Lien in favor of AgentLender, or is subject to any other Lien (other than non-consensual Permitted Liens arising by operation of law which are junior to the Agent’s Lien) unless an appropriate Availability Reserve has been established in Agent’s Permitted Discretion; (jx) the goods (if any) 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; (kxi) it is evidenced by Chattel Paper or an Instrument of any kind, or has been reduced to judgment; (lxii) its payment has been extended or the Account Debtor has made a partial payment; (mxiii) 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; (nxiv) it represents a customer security deposit, progress billing or retainage, or relates to services for which a performance, surety or completion bond or similar assurance has been issued; or (oxv) 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 (i) and (ii), credit balances more than 90 days old will be excluded. Eligible Inventory - Inventory in the form of finished goods (not materials or (pwork in process) it is an Account owned by a target acquired Borrower that Lender, in connection its discretion, deems to be Eligible Inventory. Without limiting the foregoing, no Inventory shall be Eligible Inventory unless (and without duplication) it (i) is not subject to a lease; (ii) is not used, slow-moving, obsolete or unmerchantable, is not a demo, and does not constitute returned or repossessed goods; (iii) meets all standards imposed by any governmental authority, and does not constitute hazardous materials under any Environmental Law; (vi) conforms with the covenants and representations herein; (iv) is subject to Lender’s duly perfected, first priority Lien, and no other Lien; (v) is located within the continental United States, is not in transit, and is not consigned to any Person; (vi) is not subject to any warehouse receipt or negotiable Document; (vii) is not subject to any license or other arrangement that restricts such Borrower’s or Lender’s right to dispose of such Inventory; and (viii) is not located on leased premises unless Lender has received a Permitted Acquisition, until the completion of an appraisal and field examination Lien Waiver with respect to such targetlocation or in the possession of a warehouseman, processor, repairman, mechanic, shipper, freight forwarder or other Person, unless the such Person has delivered a Lien Waiver; and (xii) is reflected in each casethe details of a current perpetual inventory report. Environmental Laws - all federal, reasonably satisfactory to Agent state, local and foreign laws, rules, regulations, codes, ordinances, orders and consent decrees (which appraisal together with all programs, permits and field examination may be conducted prior guidance documents promulgated by regulatory agencies, to the closing extent having the force of such Permitted Acquisitionlaw), now or hereafter in effect, that relate to public health (but excluding occupational safety and health, to the extent regulated by OSHA) or the protection or pollution of the environment, whether now or hereafter in effect, including CERCLA, RCRA and CWA. Environmental Release - a release as defined in CERCLA or under any other applicable Environmental Laws.

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 Agent Lender, in its Permitted Discretion Discretion, to be an Eligible Account; provided. Without limiting the foregoing, that no Account shall be an Eligible Account if (a)(ia) it is unpaid for more than 90 days after the original due date, or more than 120 days after the original invoice date or (ii) has selling terms that exceed 90 daysdate; (b) 50% or more of the Accounts owing by the Account Debtor are not Eligible Accounts under the foregoing clause (a)(i)clause; (c) when aggregated with other Accounts owing by the Account Debtor, it exceeds 2015% (or 50% in respect of Accounts for which Southern Xxxxxx’x Wine and Spirits, LLC is the Account Debtor“Concentration Limit”) of the aggregate Eligible Accounts (or such higher percentage Concentration Limit as Agent Lender may establish in its Permitted Discretion for the Account Debtor from time to time); provided that the Concentration Limit for each of Standard Pacific Corp., but only KB Home, Toll Brothers Inc. and XX Xxxxxx Inc. shall be 25% of the aggregate Eligible Accounts (or such higher Concentration Limit as Lender may establish for the Account Debtor from time to the extent of such excesstime); (d) it does not conform with a covenant or representation herein; (e) it is owing by a creditor or supplier and 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 subject to Sanctions or any country sanctions program or specially designated nationals list maintained by the Office of Foreign Assets Control of the U.S. Treasury DepartmentOFAC; or the Borrowers are 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 (delivered to Agent and (idirectly drawable by Lender) 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 the assignment of the proceeds thereof to Agent, or (y) credit insurance reasonably satisfactory in all respects to AgentLender; (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 Agent 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 AgentLender, or is subject to any other Lien (other than non-consensual a Permitted Liens arising by operation of law which are Lien junior to the AgentLender’s Lien) unless Lien or any other Lien for which an appropriate Availability Reserve has been established in Agent’s Permitted Discretionis 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-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, 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; or . In calculating delinquent portions of Accounts under clauses (pa) it is an Account owned by a target acquired in connection with a Permitted Acquisitionand (b), until credit balances more than 120 days past the completion of an appraisal and field examination with respect to such target, in each case, reasonably satisfactory to Agent (which appraisal and field examination may original invoice date will be conducted prior to the closing of such Permitted Acquisition)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 (or, in the case of an Account owing to Canadian Borrower, in Dollars or Canadian Dollars), and is deemed by Agent Agent, in its Permitted Discretion Credit Judgment, to be an Eligible Account; provided, that no satisfy the criteria set forth below. No Account shall be an Eligible Account if (a)(ia) it is unpaid for more than 90 60 days after the original due date, or it is unpaid for more than 150 days after the original invoice date or (ii) has selling terms that exceed 90 daysdate; (b) 50% or more of the Accounts owing by the Account Debtor are not Eligible Accounts under the foregoing clause (a)(i)clause; (c) when aggregated with other Accounts owing by the Account Debtor and such Account Debtor’s Affiliates, it exceeds 2015% (or 50% in respect of Accounts for which Southern Xxxxxx’x Wine and Spirits, LLC is the Account Debtor) of the aggregate Eligible Accounts (or such higher percentage as Agent may establish in its Permitted Discretion for the Account Debtor and its Affiliates from time to time), but only to the extent of such excess; (d) it does not conform with a covenant or representation herein; (e) it is owing by a creditor or supplier and 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 subject to any country sanctions program or specially designated nationals list maintained by the Office of Foreign Assets Control of the U.S. Treasury Department; or the Borrowers are Borrower that originated such Account 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 (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 the assignment of the proceeds thereof to Agent, or (y) credit insurance reasonably satisfactory in all respects to Agent; (h) it is owing by a Governmental Government Authority, unless the Account Debtor is the United States or any department, agency or instrumentality thereof and the Account has been assigned to Agent in compliance with the federal Assignment of Claims Act or the Account Debtor is the federal government of Canada or any Crown corporation, department, agency or instrumentality of Canada and Canadian Borrower has complied, to the satisfaction of Agent, with the Financial Administration Act; (i) it is not subject to a duly perfected, first priority Lien in favor of Agent, or is subject to any other Lien (other than non-consensual Permitted Liens arising by operation of law which are junior to the Agent’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, billxxxx-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, 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; or . In calculating delinquent portions of Accounts under clauses (pa) it is an Account owned by a target acquired in connection with a Permitted Acquisitionand (b), until the completion of an appraisal and field examination with respect to such target, in each case, reasonably satisfactory to Agent (which appraisal and field examination may credit balances more than 60 days old will be conducted prior to the closing of such Permitted Acquisition)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 Agent Agent, in its Permitted Discretion credit judgment, to be an Eligible Account; provided. Without limiting the foregoing, that no Account shall be an Eligible Account if (a)(ia) it is unpaid for more than 90 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 or (ii) has selling terms that exceed 90 daysdate; (b) 50% or more of the Accounts owing by the Account Debtor are not Eligible Accounts under the foregoing clause (a)(i)clause; (c) when aggregated with other Accounts owing by the Account Debtor, it exceeds 2025% (or 50% in respect of Accounts for which Southern Xxxxxx’x Wine and Spirits, LLC is the Account Debtor) of the aggregate Eligible 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 such excess; (d) it does not conform with a covenant or representation herein; (e) it is owing by a creditor or supplier and 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 subject to any country sanctions program or specially designated nationals list maintained by the Office of Foreign Assets Control of the U.S. Treasury Department; or the 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 any province of Canada in which the Account is supported by (x) a letter of credit on terms reasonably satisfactory to Agent and (i) such letter of credit names Agent Personal Property Security Act has not been adopted in substantially the same form as beneficiary for the benefit of the Secured Parties or (ii) the issuer of such letter of credit has consented to the assignment of the proceeds thereof to Agent, or (y) credit insurance reasonably satisfactory in all respects to AgentOntario; (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 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 Agent, or is subject to any other Lien (other than non-consensual Permitted Liens arising by operation of law which are junior to the Agent’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 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-delivery, bill-and-and- hold, guaranteed 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, or relates to services for which a performance, surety or completion bond or similar assurance has been issued; (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 clause (c), 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 Account 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 target acquired in connection with a Permitted Acquisition, until the completion of an appraisal and field examination with respect to such targetBorrower that Agent, in each caseits credit judgment, reasonably satisfactory deems to Agent be Eligible Inventory. Without limiting the foregoing, no Inventory shall be Eligible Inventory unless it (which appraisal a) is finished goods or raw materials, and field examination may be conducted prior 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 closing 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 Permitted Acquisition)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.