Common use of Eligible Accounts Receivable Clause in Contracts

Eligible Accounts Receivable. That portion of the Accounts Receivable which is owned by a Borrower, subject to a Security Agreement, in which Agent has a perfected first priority security interest, subject to no other security interest, lien, charge or other encumbrance of any nature, evidenced by promissory notes or other documentation acceptable to Agent, and consisting of accounts which have payment terms acceptable to the Agent and which: (i) are and shall be created in the ordinary course of business of the Borrowers, except with respect to Accounts Receivable described in (ix) below so long as Land Company and Account Debtor are in compliance with (A) through (D) described therein; (ii) arise from a complete bona fide transaction and which require no further act under any circumstances on the part of any Borrower to make such receivable payable by the Account Debtor; (iii) are not subject to dispute, offset or counterclaim; (iv) do not arise out of any transaction with an Account Debtor which is insolvent or the subject of any bankruptcy or insolvency proceedings of any kind or of any other proceeding or action, threatened or pending, which might have a material adverse effect on the financial condition of such Account Debtors; (v) conform to all representations and warranties made by Borrowers in this Agreement and the other Loan Documents; (vi) have not remained unpaid for more than thirty (30) days from any payment date; (vii) do not arise out of any transaction with any affiliate of either Borrower, the General Partner, a Second Tier Partner, a Third Tier Partner, any Guarantor or any affiliate thereof; (viii) are owed by Account Debtors located within the United States of America; (ix) with respect to each Municipal Utility District Contract, (A) Land Company is in full compliance with the applicable CON-10 necessary to give rise to the obligation of the applicable Municipal Utility District to purchase the relevant facilities in accordance with the applicable CON-10, including without limitation the terms and conditions set forth in the applicable Policy Manual for Construction or Acquisition of Facilities, (B) except with respect to Accounts Receivable related to the San Jacinto River Authority contracts, Land Company has obtained and delivered to the Agent a copy of the executed confirmatory letter of such Municipal Utility District’s obligation contemplated by the applicable Policy, (C) the obligation of the applicable Municipal Utility District to acquire the “facility” has not lapsed or expired, and (D) Land Company has delivered satisfactory evidence to the Agent that each Municipal Utility District Contract does not exceed the applicable Municipal Utility District’s authority to issue bond indebtedness to satisfy the Municipal Utility District’s obligations under the applicable Municipal Utility District Contract; and (x) are not determined by the Majority Lenders in their sole discretion to be otherwise ineligible for any other reason (it nevertheless being understood that the receivables described in (i) through (ix) above shall be included as part of the Collateral). Eligible Accounts Receivable shall in no event include any Investments of the type described in §8.3(k).

Eligible Accounts Receivable. That portion The aggregate of the unpaid portions of Accounts Receivable which is owned by a Borrower(net of any credits, subject to a Security Agreementrebates, in which Agent has a perfected first priority security interestoffsets, subject to no other security interest, lien, charge holdbacks or other encumbrance of any nature, evidenced by promissory notes adjustments or commissions payable to third parties that are adjustments to such Accounts Receivable) (a) that the Borrower reasonably and in good faith determines to be collectible; (b) that are with account debtors or other documentation acceptable to Agent, and consisting of accounts which have payment terms acceptable to the Agent and which: obligors that (i) are and shall be created in the ordinary course of business not Affiliates of the BorrowersBorrower (provided, except with respect to Accounts Receivable described in (ix) below so long as Land Company and Account Debtor are in compliance with (A) through (D) described therein; however, for purposes of this Credit Agreement, Unoptic AG shall not be considered an Affiliate of the Borrower unless it would also be a Controlled Entity), (ii) arise from a complete bona fide transaction purchased the goods or services giving rise to the relevant Account Receivable in an arm's length transaction, and which require no further act under any circumstances on the part of any Borrower to make such receivable payable by the Account Debtor; (iii) are not insolvent or involved in any case or proceeding, whether voluntary or involuntary, under any bankruptcy, reorganization, arrangement, insolvency, adjustment of debt, dissolution, liquidation or similar law of any jurisdiction; (c) that are in payment of obligations that have been fully performed, do not consist of progress billxxxx (xxich for purposes of this Credit Agreement, does not include payment of obligations under a milestone or similar contract if such milestone or other condition to payment has been fully satisfied and for which invoices for such payment have been issued and are payable or, if such invoices have not been issued, which are readily identifiable on the books and records of the Borrower as an Account Receivable for which an invoice could, as if the date of determination, be issued and which, if so issued, be immediately due and payable) or bill xxx hold invoices and, if subject to dispute, offset any dispute or counterclaim; (iv) do not arise out of any transaction with an Account Debtor which is insolvent or the subject of any bankruptcy or insolvency proceedings of any kind or of any other proceeding or actionsimilar claims that would reduce the cash amount payable therefor, threatened or pending, which might have a material adverse effect on the financial condition that portion of such Account DebtorsReceivable subject to such dispute or claim shall be excluded from being an Eligible Account Receivable; (vd) conform that are not subject to all representations and warranties made any pledge, restriction, security interest or other lien or encumbrance other than Permitted Liens permitted by Borrowers in this Agreement and the other Loan Documentsss.9.2(b) - (e) hereof; (vie) have that are not remained unpaid outstanding for more than one hundred twenty (120) days past the date of the respective invoices therefor; (f) that are not due from an account debtor or other obligor located in Minnesota unless the Borrower (i) has received a certificate of authority to do business and is in good standing in such state or (ii) has filed a notice of business activities report with the appropriate office or agency of such state for the current year; (g) that are not due from any single account debtor or other obligor if more than thirty percent (30%) days of the aggregate amount of all Accounts Receivable owing from any payment datesuch account debtor or other obligor would otherwise not be Eligible Accounts Receivable; (viih) do not arise out of any transaction with any affiliate of either Borrower, the General Partner, a Second Tier Partner, a Third Tier Partner, any Guarantor that are payable in Dollars or any affiliate thereof; (viii) are owed by Account Debtors located within the United States of America; (ix) with respect to each Municipal Utility District Contract, (A) Land Company such other currencies as is in full compliance with the applicable CON-10 necessary to give rise reasonably acceptable to the obligation of the applicable Municipal Utility District to purchase the relevant facilities in accordance with the applicable CON-10, including without limitation the terms and conditions set forth in the applicable Policy Manual for Construction or Acquisition of Facilities, (B) except with respect to Accounts Receivable related to the San Jacinto River Authority contracts, Land Company has obtained and delivered to the Agent a copy of the executed confirmatory letter of such Municipal Utility District’s obligation contemplated by the applicable Policy, (C) the obligation of the applicable Municipal Utility District to acquire the “facility” has not lapsed or expired, and (D) Land Company has delivered satisfactory evidence to the Agent that each Municipal Utility District Contract does not exceed the applicable Municipal Utility District’s authority to issue bond indebtedness to satisfy the Municipal Utility District’s obligations under the applicable Municipal Utility District ContractAgent; and (x) are not determined by the Majority Lenders in their sole discretion to be otherwise ineligible for any other reason (it nevertheless being understood that the receivables described in (i) through (ix) above shall be included as part for which invoices have been issued and are payable or, if invoices have not been issued, which are readily identifiable on the books and records of the Collateral). Eligible Accounts Borrower as an Account Receivable shall in no event include any Investments and for which invoices could, as of the type described in §8.3(k)date of determination, be issued and which would, if so issued, be immediately due and payable.

Eligible Accounts Receivable. That portion The aggregate of the unpaid portions of Accounts Receivable (net of any credits, rebates, offsets, holdbacks, contras or other adjustments or commissions payable to third parties that are adjustments to such Accounts Receivable) as to which is owned by the Borrower has furnished reasonably detailed information to the Banks in a Borrowing Base Report (i) that the Borrower reasonably and in good faith determines to be collectible; (ii) that are with account debtors that (A) are not factors or Affiliates of the Borrower, (B) purchased the goods or services giving rise to the relevant Account Receivable in an arm's length transaction, (C) are not insolvent or involved in any case or proceeding, whether voluntary or involuntary, under any bankruptcy, reorganization, arrangement, insolvency, adjustment of debt, dissolution, liquidation or similar law of any jurisdiction and (D) are, in the Agent's reasonable judgment, creditworthy (in the event the Agent determines that any account debtor is not creditworthy, the Agent shall endeavor to notify the Borrower as to such account debtor); (iii) that are in payment of obligations that have been fully performed and are not subject to a Security Agreementdispute or any other similar claims that would reduce the cash amount payable therefor; (iv) that are not subject to any pledge, restriction, security interest or other lien or encumbrance other than those created by the Loan Documents; (v) in which the Agent has a valid and perfected first priority security interest, subject to no other security interest, lien, charge or other encumbrance of any nature, evidenced by promissory notes or other documentation acceptable to Agent, and consisting of accounts which have payment terms acceptable to the Agent and which: (i) are and shall be created in the ordinary course of business of the Borrowers, except with respect to Accounts Receivable described in (ix) below so long as Land Company and Account Debtor are in compliance with (A) through (D) described therein; (ii) arise from a complete bona fide transaction and which require no further act under any circumstances on the part of any Borrower to make such receivable payable by the Account Debtor; (iii) are not subject to dispute, offset or counterclaim; (iv) do not arise out of any transaction with an Account Debtor which is insolvent or the subject of any bankruptcy or insolvency proceedings of any kind or of any other proceeding or action, threatened or pending, which might have a material adverse effect on the financial condition of such Account Debtors; (v) conform to all representations and warranties made by Borrowers in this Agreement and the other Loan Documents; (vi) have not remained unpaid for that are neither more than thirty (30) days from any payment datepast due under the original terms of the sale nor outstanding more than ninety (90) days past the invoice date therefor; (vii) that are not due from an account debtor located in Minnesota or New Jersey unless the Borrower (A) has received a certificate of authority to do not arise out business and is in good standing in such state or (B) has filed a notice of any transaction business activities report with any affiliate the appropriate office or agency of either Borrower, such state for the General Partner, a Second Tier Partner, a Third Tier Partner, any Guarantor or any affiliate thereofcurrent year; (viii) that are owed by Account Debtors located within not due from any single account debtor if more than fifty percent (50%) of the United States aggregate amount of Americaall Accounts Receivable owing from such account debtor would otherwise not be Eligible Accounts Receivable; (ix) with respect to each Municipal Utility District Contract, (A) Land Company is that are payable in full compliance with the applicable CON-10 necessary to give rise to the obligation of the applicable Municipal Utility District to purchase the relevant facilities in accordance with the applicable CON-10, including without limitation the terms and conditions set forth in the applicable Policy Manual for Construction or Acquisition of Facilities, (B) except with respect to Accounts Receivable related to the San Jacinto River Authority contracts, Land Company has obtained and delivered to the Agent a copy of the executed confirmatory letter of such Municipal Utility District’s obligation contemplated by the applicable Policy, (C) the obligation of the applicable Municipal Utility District to acquire the “facility” has not lapsed or expired, and (D) Land Company has delivered satisfactory evidence to the Agent that each Municipal Utility District Contract does not exceed the applicable Municipal Utility District’s authority to issue bond indebtedness to satisfy the Municipal Utility District’s obligations under the applicable Municipal Utility District ContractDollars; and (x) that are not determined by the Majority Lenders in their sole discretion to be otherwise ineligible for any other reason (it nevertheless being understood that the receivables described in (i) through (ix) above shall be included as part payable from an office outside of the Collateral). Eligible Accounts Receivable shall in no event include any Investments United States or Canada unless such account debtor has provided to the Borrower an irrevocable letter of credit from a financial institution reasonably satisfactory to the Agent to secure such account debtor's obligations to the Borrower (but only to the extent of the type described in §8.3(kamount of such letter of credit and such Letter of Credit is immediately assigned to, and delivered into the possession of, the Agent).

Eligible Accounts Receivable. That portion The aggregate of the unpaid portions of Accounts Receivable of the Borrower and its Subsidiaries (other than the Mexican Subsidiary) which is owned by a are parties to the Guaranty (net of any credits, rebates, offsets, holdbacks or other adjustments payable to third parties that are adjustments to such Accounts Receivable but without deducting therefrom any commissions payable to sales representatives) (a) that the Borrower reasonably and in good faith determine to be collectible; (b) that are with account debtors that (i) are not Affiliates of the Borrower, (ii) purchased the goods or services giving rise to the relevant Account Receivable in an arm's length transaction, (iii) are not insolvent or involved in any case or proceeding, whether voluntary or involuntary, under any bankruptcy, reorganization, arrangement, insolvency, adjustment of debt, dissolution, liquidation or similar law of any jurisdiction and (iv) are, in the Agents' reasonable judgment, creditworthy; (c) that are in payment of obligations that have been fully performed and are not subject to a Security Agreementdispute or any other similar claims that would reduce the cash amount payable therefor; (d) that are not subject to any pledge, security interest or other lien or encumbrance other than those created by the Loan Documents and other than any Permitted Liens pursuant to ss.ss.12.2(b) and (e) hereof which are subordinate and junior to the interest of the Collateral Agent therein; (e) in which the Collateral Agent has a valid and perfected first priority security interest; (f) that are not Overdue Receivables; (g) that are not due from an account debtor located in Indiana, subject to no other security interest, lien, charge Minnesota or other encumbrance of any nature, evidenced by promissory notes or other documentation acceptable to Agent, and consisting of accounts which have payment terms acceptable to New Jersey unless the Agent and which: Borrower (i) are has received a certificate of authority to do business and shall be created is in the ordinary course good standing in such state or (ii) has filed a notice of business activities report with the appropriate office or agency of such state for the Borrowers, except current year; (h) that are not due from any single account debtor if more than (i) with respect to Accounts Receivable described in owing by independent sales representatives of the division of the Borrower previously constituting the "Scholastic Division" of the Balfour Sellers, fifty percent (ix50%) below so long as Land Company and Account Debtor are in compliance with (A) through (D) described therein; of the aggregate amount of all Accounts Receivable owing from such account debtor would otherwise not be Eligible Accounts Receivable, (ii) arise from a complete bona fide transaction and which require no further act under any circumstances on the part of any Borrower to make such receivable payable by the Account Debtor; (iii) are not subject to dispute, offset or counterclaim; (iv) do not arise out of any transaction with an Account Debtor which is insolvent or the subject of any bankruptcy or insolvency proceedings of any kind or of any other proceeding or action, threatened or pending, which might have a material adverse effect on the financial condition of such Account Debtors; (v) conform to all representations and warranties made by Borrowers in this Agreement and the other Loan Documents; (vi) have not remained unpaid for more than thirty (30) days from any payment date; (vii) do not arise out of any transaction with any affiliate of either Borrower, the General Partner, a Second Tier Partner, a Third Tier Partner, any Guarantor or any affiliate thereof; (viii) are owed by Account Debtors located within the United States of America; (ix) with respect to each Municipal Utility District Contract, (A) Land Company is in full compliance with the applicable CON-10 necessary to give rise to the obligation of the applicable Municipal Utility District to purchase the relevant facilities in accordance with the applicable CON-10, including without limitation the terms and conditions set forth in the applicable Policy Manual for Construction or Acquisition of Facilities, (B) except with respect to Accounts Receivable related to the San Jacinto River Authority contracts, Land Company has obtained and delivered to the Agent a copy of the executed confirmatory letter of such Municipal Utility District’s obligation contemplated by Borrower generated in connection with the applicable Policy, (C) the obligation division of the applicable Municipal Utility District to acquire Borrower previously constituting the “facility” has "Specialty Division" of the Balfour Sellers, twenty percent (20%) of the aggregate amount of all Accounts Receivable owing from such account debtor would otherwise not lapsed or expiredbe Eligible Accounts Receivable, and (Diii) Land Company has delivered satisfactory evidence with respect to Accounts Receivable owing by any Specified Account Debtors thirty-five percent (35%) of the Agent aggregate amount of all Accounts Receivable owing from such Specified Account Debtor would otherwise not be Eligible Accounts Receivable; (i) that each Municipal Utility District Contract does are payable in Dollars; (j) that are not exceed payable from an office outside of the applicable Municipal Utility District’s authority to issue bond indebtedness to satisfy the Municipal Utility District’s obligations under the applicable Municipal Utility District ContractUnited States; and (xk) that are not determined secured by a letter of credit unless the Majority Lenders Collateral Agent has a prior, perfected security interest in their sole discretion to be otherwise ineligible for any other reason (it nevertheless being understood that the receivables described in (i) through (ix) above shall be included as part such letter of the Collateral). Eligible Accounts Receivable shall in no event include any Investments of the type described in §8.3(k)credit.