Common use of Eligible Receivables Clause in Contracts

Eligible Receivables. (a) The Credit Parties shall (x) instruct and use their reasonable best efforts to cause counterparties to all Eligible Receivables to direct payments of all Eligible Receivables Revenue into the Eligible Receivables Account and (y) cause sufficient counterparties to the Eligible Receivables to direct payments of Eligible Receivables Revenue into the Eligible Receivables Account such that during any Eligible Receivables Test Period, at least 90% of Eligible Receivables Revenue for such period is deposited directly into the Eligible Receivables Account. To the extent the Parent, any Subsidiary or any of their respective Controlled Affiliates receives any payments of Eligible Receivables Revenue to an account other than the Eligible Receivables Account, such Person shall wire transfer as soon as practicable, but in any event within three (3) Business Days of receipt, any such amounts to the Eligible Receivables Account. All amounts in the Eligible Receivables Account shall be conclusively presumed to be Collateral and proceeds of Collateral, and the Agents and the Lenders shall have no duty to inquire as to the source of the amounts on deposit in the Eligible Receivables Account. On each Eligible Receivables Determination Date, the Parent shall deliver to the Administrative Agent a certificate of a Responsible Officer of the Parent certifying that all Eligible Receivables Revenue for such Eligible Receivables Test Period was deposited into the Eligible Receivables Account (and at least 90% of all Eligible Receivables Revenues were deposited directly into the Eligible Receivables Account). (b) If the Collateral Coverage Ratio as of any CCR Reference Date is less than 1.60 to 1.00, then all amounts on deposit in the Eligible Receivables Account or transferred thereto shall be required to be held in the Eligible Receivables Account uninvested, and the Parent and the Subsidiaries shall not transfer any funds from the Eligible Receivables Account (except for application to prepay the Loans then outstanding in accordance with Section 2.06(a)), until the first CCR Reference Date on which the Collateral Coverage Ratio is 1.60 to 1.00 or more, whereupon funds may once again be transferred from the Eligible Receivables Account for purposes other than prepayment of the Loans.

Eligible Receivables. ‌ (a) The Credit Parties shall (x) instruct and use their reasonable best efforts to cause counterparties to all Eligible Receivables to direct payments of all Eligible Receivables Revenue into the Eligible Receivables Account and (y) cause sufficient counterparties to the Eligible Receivables to direct payments of Eligible Receivables Revenue into the Eligible Receivables Account such that during any Eligible Receivables Test Period, at least 90% of Eligible Receivables Revenue for such period is deposited directly into the Eligible Receivables Account. To the extent the Parent, any Subsidiary or any of their respective Controlled Affiliates receives any payments of Eligible Receivables Revenue to an account other than the Eligible Receivables Account, such Person shall wire transfer as soon as practicable, but in any event within three (3) Business Days of receipt, any such amounts to the Eligible Receivables Account. All amounts in the Eligible Receivables Account shall be conclusively presumed to be Collateral and proceeds of Collateral, and the Agents and the Lenders shall have no duty to inquire as to the source of the amounts on deposit in the Eligible Receivables Account. On each Eligible Receivables Determination Date, the Parent shall deliver to the Administrative Agent a certificate of a Responsible Officer of the Parent certifying that all Eligible Receivables Revenue for such Eligible Receivables Test Period was deposited into the Eligible Receivables Account (and at least 90% of all Eligible Receivables Revenues were deposited directly into the Eligible Receivables Account). (b) If the Collateral Coverage Ratio as of any CCR Reference Date is less than 1.60 to 1.00, then all amounts on deposit in the Eligible Receivables Account or transferred thereto shall be required to be held in the Eligible Receivables Account uninvested, and the Parent and the Subsidiaries shall not transfer any funds from the Eligible Receivables Account (except for application to prepay the Loans then outstanding in accordance with Section 2.06(a)), until the first CCR Reference Date on which the Collateral Coverage Ratio is 1.60 to 1.00 or more, whereupon funds may once again be transferred from the Eligible Receivables Account for purposes other than prepayment of the Loans.Loans.‌

Eligible Receivables. (a) The Credit Parties shall (x) instruct and use their reasonable best efforts to cause counterparties to all All Eligible Receivables to direct payments owned by the Pledgors on the Effective Date constitute bona fide Receivables arising in the ordinary course of all Eligible Receivables Revenue into business, the Eligible Receivables Account amount of which is actually owing and (y) cause sufficient counterparties payable to the Eligible Receivables to direct payments Pledgors in the ordinary course of Eligible Receivables Revenue into the Eligible Receivables Account such that during any Eligible Receivables Test Period, at least 90% of Eligible Receivables Revenue for such period is deposited directly into the Eligible Receivables Account. To the extent the Parent, any Subsidiary or any of their respective Controlled Affiliates receives any payments of Eligible Receivables Revenue to an account other than the Eligible Receivables Account, such Person shall wire transfer as soon as practicable, but in any event within three (3) Business Days of receipt, any such amounts to the Eligible Receivables Accountbusiness. All amounts in the such Eligible Receivables Account shall be conclusively presumed to be Collateral and proceeds of CollateralReceivables, and the Agents and the Lenders shall have no duty to inquire as to the source of the amounts on deposit in the Eligible Receivables Account. On each Eligible Receivables Determination Date, the Parent shall deliver to the Administrative Agent a certificate net of a Responsible Officer of the Parent certifying that all Eligible Receivables Revenue for such Eligible Receivables Test Period was deposited into the Eligible Receivables Account (and at least 90% of all Eligible Receivables Revenues were deposited directly into the Eligible Receivables Account)bad debt reserve determined in accordance with generally accepted accounting principles, are collectible in accordance with their terms. (b) If Each Eligible Receivable arising after the Collateral Coverage Ratio as Effective Date shall be on the date of its creation a good and valid account representing an undisputed bona fide indebtedness incurred or an amount indisputably owed by the Customer therein named, for a fixed sum, to the extent, set forth in the invoice relating thereto; none of the transactions underlying or giving rise to any such Eligible Receivable shall violate any laws or regulations, and all documents relating to any such Eligible Receivable shall be legally sufficient under such laws or related regulations applicable to such Pledgor or Customer and are legally enforceable in accordance with their terms; no agreement under which any deduction or offset of any CCR Reference Date is less kind, other than 1.60 to 1.00, then all amounts on deposit normal trade discounts and discounts granted by a Pledgor in the ordinary course of its business in accordance with its historical practices, have been granted by such Pledgor, at or before the time such Eligible Receivables Account or transferred thereto Receivable was created; all documents and agreements relating to such Eligible Receivable shall be required true and correct and in all respects what they purport to be; to the best of such Pledgor’s knowledge, all signatures and endorsements that appear on all documents and agreements relating to such Eligible Receivable are genuine and all signatories and endorsers shall have full capacity to contract; and such Eligible Receivable is not evidenced by Chattel Paper or an Instrument, or if so, such Chattel Paper or Instrument shall be duly endorsed to the order of the Agent and delivered to the Agent to be held in the Eligible Receivables Account uninvested, and the Parent and the Subsidiaries shall not transfer any funds from the Eligible Receivables Account (except for application to prepay the Loans then outstanding in accordance with Section 2.06(a)), until the first CCR Reference Date on which the as Collateral Coverage Ratio is 1.60 to 1.00 or more, whereupon funds may once again be transferred from the Eligible Receivables Account for purposes other than prepayment of the Loanshereunder.

Eligible Receivables. (a) The Beginning on the Funding Date, the Credit Parties shall (x) instruct and use their reasonable best efforts to cause counterparties to all Eligible Receivables to direct payments of all Eligible Receivables Revenue into the Eligible Receivables Account and (y) cause sufficient counterparties to the Eligible Receivables to direct payments of Eligible Receivables Revenue into the Eligible Receivables Account such that during any Eligible Receivables Test Period, at least 90% of Eligible Receivables Revenue for such period is deposited directly into the Eligible Receivables Account. To the extent the Parent, any Subsidiary or any of their respective Controlled Affiliates receives any payments of Eligible Receivables Revenue to an account other than the Eligible Receivables Account, such Person shall wire transfer as soon as practicable, but in any event within three (3) Business Days of receipt, any such amounts to the Eligible Receivables Account. All amounts in the Eligible Receivables Account shall be conclusively presumed to be Collateral and proceeds of Collateral, and the Agents and the Lenders shall have no duty to inquire as to the source of the amounts on deposit in the Eligible Receivables Account. On each Eligible Receivables Determination Date, the Parent shall deliver to the Administrative Agent a certificate of a Responsible Officer of the Parent certifying that all Eligible Receivables Revenue for such Eligible Receivables Test Period was deposited into the Eligible Receivables Account (and at least 90% of all Eligible Receivables Revenues were deposited directly into the Eligible Receivables Account). (b) If the Collateral Coverage Ratio as of any CCR Reference Date is less than 1.60 to 1.00, then all amounts on deposit in the Eligible Receivables Account or transferred thereto shall be required to be held in the Eligible Receivables Account uninvested, and the Parent and the Subsidiaries shall not transfer any funds from the Eligible Receivables Account (except for application to prepay the Loans then outstanding in accordance with Section 2.06(a)), until the first CCR Reference Date on which the Collateral Coverage Ratio is 1.60 to 1.00 or more, whereupon funds may once again be transferred from the Eligible Receivables Account for purposes other than prepayment of the Loans.

Eligible Receivables. Based on the most recent Borrowing Base -------------------- Certificate delivered by Borrower to Agent and on other information available to Agent, Agent shall in its reasonable judgment determine which Receivables of the Credit Parties shall be "Eligible Receivables" for purposes of this Agreement. -------------------- In determining whether a particular Receivable constitutes an Eligible Receivable, Agent shall not include any such Receivable to which any of the exclusionary criteria set forth below applies. Agent reserves the right, at any time and from time to time after the Closing Date, to adjust any such criteria, to establish new criteria and to adjust advance rates with respect to Eligible Receivables, in its reasonable judgment, subject to the approval of Supermajority Revolving Lenders in the case of adjustment, new criteria or changes in advance rates which have the effect of making more credit available. As of the Closing Date, the Agent's determination of the Receivables of the Credit Parties which shall be Eligible Receivables shall be based on the following criteria: (a) The the Account Debtor of which is not (i) an Affiliate or employee of a Credit Parties shall Party, (xii) instruct and use their reasonable best efforts a federal Governmental Authority, (iii) an Account Debtor with respect to cause counterparties to all Eligible Receivables to direct payments which 50% or more of the aggregate Outstanding Balance of all Eligible Receivables Revenue into owing by such Account Debtor are Defaulted Receivables, or (iv) otherwise identified by the Eligible Receivables Account and (y) cause sufficient counterparties Agent to the Eligible Receivables to direct payments of Eligible Receivables Revenue into the Eligible Receivables Account such that during any Eligible Receivables Test Period, at least 90% of Eligible Receivables Revenue for such period is deposited directly into the Eligible Receivables Account. To the extent the Parent, any Subsidiary or any of their respective Controlled Affiliates receives any payments of Eligible Receivables Revenue to Borrower in writing as an account other than the Eligible Receivables Account, such Person shall wire transfer as soon as practicable, but in any event within three (3) Business Days of receipt, any such amounts to the Eligible Receivables Account. All amounts in the Eligible Receivables Account shall be conclusively presumed to be Collateral and proceeds of Collateral, and the Agents and the Lenders shall have no duty to inquire as to the source of the amounts on deposit in the Eligible Receivables Account. On each Eligible Receivables Determination Date, the Parent shall deliver to the Administrative Agent a certificate of a Responsible Officer of the Parent certifying that all Eligible Receivables Revenue for such Eligible Receivables Test Period was deposited into the Eligible Receivables Account (and at least 90% of all Eligible Receivables Revenues were deposited directly into the Eligible Receivables Account).unacceptable credit risk; (b) If that is not a liability of an Account Debtor (i) organized under the Collateral Coverage Ratio as laws of any CCR Reference Date jurisdiction outside of the United States of America or (ii) having its principal place of business outside of the United States of America; (c) that is only denominated and payable in Dollars in the United States of America; (d) that is not subject to any right of rescission, set-off, recoupment, counterclaim or defense, whether arising out of transactions concerning the Contract therefor or otherwise (provided, that if the maximum -------- amount of such right of rescission, set-off, recoupment, counterclaim or defense is less than 1.60 the Outstanding Balance of such Receivable, such Receivable shall be deemed not to 1.00be an Eligible Receivable only to the extent of such maximum amount); (e) that is not a Delinquent Receivable or a Defaulted Receivable; (f) that does not represent "billed but not yet shipped" goods or merchandise, then all amounts unperformed services, consigned goods or "sale or return" goods and does not arise from a transaction for which any additional performance by any Credit Party, or acceptance by or other act of the Account Debtor thereunder, remains to be performed as a condition to any payments on deposit such Receivable; (g) which is owned by any Credit Party and is not subject to any right, claim, security interest or other interest of any other Person, other than Liens in favor of Agent, on behalf of itself and Lenders; (h) that is not the liability of an Account Debtor that has any claim of a material nature against or affecting any Credit Party or the property of any Credit Party; (i) that is a true and correct statement of a bona fide indebtedness ---- ---- incurred in the Eligible Receivables amount of the Billed Amount of such Receivable for merchandise sold to or services rendered and accepted by the Account Debtor thereunder; (j) that was originated in accordance with and satisfies in all material respects all applicable requirements of the Credit and Collection Policies; (k) that represents the genuine, legal, valid and binding obligation of the Account Debtor thereunder enforceable by the holder thereof in accordance with its terms; (l) that is entitled to be paid pursuant to the terms of the Contract therefor, has not been paid in full or been compromised, adjusted, extended, satisfied, subordinated, rescinded or modified, and is not subject to compromise, adjustment, extension, satisfaction, subordination, rescission, or modification; (m) with respect to which the applicable Credit Party has submitted all necessary documentation for payment to the Account Debtor thereunder and the applicable Credit Party has fulfilled all of its other obligations in respect thereof; (n) the stated term of which, if any, is not greater than 90 days after its Billing Date, except with regard to Winter Dating Receivables; (o) that does not contravene in any material respect any laws, rules or regulations applicable thereto (including laws, rules and regulations relating to usury, consumer protection, truth in lending, fair credit billing, fair credit reporting, equal credit opportunity, fair debt collection practices and privacy) and with respect to which no party to the Contract therefor is in violation of any such law, rule or regulation that could have a material adverse effect on the collectibility, value or payment terms of such Receivable; (p) with respect to which no proceedings or investigations are pending or threatened before any Governmental Authority (i) asserting the invalidity of such Receivable or the Contract therefor, (ii) asserting the bankruptcy or insolvency of the Account Debtor thereunder, (iii) seeking payment of such Receivable or payment and performance of such Contract or (iv) seeking any determination or ruling that might materially and adversely affect the validity or enforceability of such Receivable or such Contract; (q) with respect to which the Account Debtor thereunder is not: (i) bankrupt or insolvent, (ii) unable to make payment of its obligations when due, (iii) a debtor in a voluntary or involuntary bankruptcy proceeding, or (iv) the subject of a comparable receivership or insolvency proceeding; (r) that is an "account" within the meaning of the Code of the jurisdiction in which the chief executive office of the applicable Credit Party is located, and is not in any event represented by a note or other negotiable instrument; (s) that is payable solely and directly to a Credit Party and not to any other Person (including any shipper of the merchandise or goods that gave rise to such Receivable), except to the extent that payment thereof may be made to the Collection Account or transferred thereto shall be otherwise as directed pursuant to Annex C of the ------- Agreement; (t) with respect to which all material consents, licenses, approvals or authorizations of, or registrations with, any Governmental Authority required to be held obtained, effected or given in connection with the creation of such Receivable or the Contract therefor have been duly obtained, effected or given and are in full force and effect; (u) that is created through the provision of merchandise, goods or services by a Credit Party in the Eligible Receivables ordinary course of its business in a current transaction; (v) that is not the liability of an Account uninvestedDebtor that, and under the Parent and the Subsidiaries shall not transfer any funds from the Eligible Receivables Account (except for application to prepay the Loans then outstanding in accordance with Section 2.06(a)), until the first CCR Reference Date on which the Collateral Coverage Ratio is 1.60 to 1.00 or more, whereupon funds may once again be transferred from the Eligible Receivables Account for purposes other than prepayment terms of the LoansCredit and Collection Policies, is receiving or should receive merchandise, goods or services on a "cash on delivery" basis; and (w) that complies with such other criteria and requirements as Agent may from time to time specify to Borrower.

Eligible Receivables. ‌ (a) The Credit Parties shall (x) instruct and use their reasonable best efforts to cause counterparties to all Eligible Receivables to direct payments of all Eligible Receivables Revenue into the Eligible Receivables Account and (y) cause sufficient counterparties to the Eligible Receivables to direct payments of Eligible Receivables Revenue into the Eligible Receivables Account such that during any Eligible Receivables Test Period, at least 90% of Eligible Receivables Revenue for such period is deposited directly into the Eligible Receivables Account. To the extent the Parent, any Subsidiary or any of their respective Controlled Affiliates receives any payments of Eligible Receivables Revenue to an account other than the Eligible Receivables Account, such Person shall wire transfer as soon as practicable, but in any event within three (3) Business Days of receipt, any such amounts to the Eligible Receivables Account. All amounts in the Eligible Receivables Account shall be conclusively presumed to be Collateral and proceeds of Collateral, and the Agents and the Lenders shall have no duty to inquire as to the source of the amounts on deposit in the Eligible Receivables Account. On each Eligible Receivables Determination Date, the Parent shall deliver to the Administrative Agent a certificate of a Responsible Officer of the Parent certifying that all Eligible Receivables Revenue for such Eligible Receivables Test Period was deposited into the Eligible Receivables Account (and at least 90% of all Eligible Receivables Revenues were deposited directly into the Eligible Receivables Account). (b) If the Collateral Coverage Ratio as of any CCR Reference Date is less than 1.60 to 1.00, then all amounts on deposit in the Eligible Receivables Account or transferred thereto shall be required to be held in the Eligible Receivables Account uninvested, and the Parent and the Subsidiaries shall not transfer any funds from the Eligible Receivables Account (except for application to prepay the Loans then outstanding in accordance with Section 2.06(a)), until the first CCR Reference Date on which the Collateral Coverage Ratio is 1.60 to 1.00 or more, whereupon funds may once again be transferred from the Eligible Receivables Account for purposes other than prepayment of the Loans.

Eligible Receivables. ‌ (a) The Credit Parties shall (x) instruct and use their reasonable best efforts to cause counterparties to all Eligible Receivables to direct payments of all Eligible Receivables Revenue into the Eligible Receivables Account and (y) cause sufficient counterparties to the Eligible Receivables to direct payments of Eligible Receivables Revenue into the Eligible Receivables Account such that during any Eligible Receivables Test Period, at least 90% of Eligible Receivables Revenue for such period is deposited directly into the Eligible Receivables Account. To the extent the Parent, any Subsidiary or any of their respective Controlled Affiliates receives any payments of Eligible Receivables Revenue to an account other than the Eligible Receivables Account, such Person shall wire transfer as soon as practicable, but in any event within three (3) Business Days of receipt, any such amounts to the Eligible Receivables Account. All amounts in the Eligible Receivables Account shall be conclusively presumed to be Collateral and proceeds of Collateral, and the Agents and the Lenders shall have no duty to inquire as to the source of the amounts on deposit in the Eligible Receivables Account. On each Eligible Receivables Determination Date, the Parent shall deliver to the Administrative Agent a certificate of a Responsible Officer of the Parent certifying that all Eligible Receivables Revenue for such Eligible Receivables Test Period was deposited into the Eligible Receivables Account (and at least 90% of all Eligible Receivables Revenues were deposited directly into the Eligible Receivables Account). (b) If the Collateral Coverage Ratio as of any CCR Reference Date is less than 1.60 to 1.00, then all amounts on deposit in the Eligible Receivables Account or transferred thereto shall be required to be held in the Eligible Receivables Account uninvested, and the Parent and the Subsidiaries shall not transfer any funds from the Eligible Receivables Account (except for application to prepay the Loans then outstanding in accordance with Section 2.06(a)), until the first CCR Reference Date on which which‌ the Collateral Coverage Ratio is 1.60 to 1.00 or more, whereupon funds may once again be transferred from the Eligible Receivables Account for purposes other than prepayment of the Loans.

Eligible Receivables. ‌ (a) The Credit Parties shall (x) instruct and use their reasonable best efforts to cause counterparties to all Eligible Receivables to direct payments of all Eligible Receivables Revenue into the Eligible Receivables Account and (y) cause sufficient counterparties to the Eligible Receivables to direct payments of Eligible Receivables Revenue into the Eligible Receivables Account such that during any Eligible Receivables Test Period, at least 90% of Eligible Receivables Revenue for such period is deposited directly into the Eligible Receivables Account. To the extent the Parent, any Subsidiary or any of their respective Controlled Affiliates receives any payments of Eligible Receivables Revenue to an account other than the Eligible Receivables Account, such Person shall wire transfer as soon as practicable, but in any event within three (3) Business Days of receipt, any such amounts to the Eligible Receivables Account. All amounts in the Eligible Receivables Account shall be conclusively presumed to be Collateral and proceeds of Collateral, and the Agents and the Lenders shall have no duty to inquire as to the source of the amounts on deposit in the Eligible Receivables Account. On each Eligible Receivables Determination Date, the Parent shall deliver to the Administrative Agent a certificate of a Responsible Officer of the Parent certifying that all Eligible Receivables Revenue for such Eligible Receivables Test Period was deposited into the Eligible Receivables Account (and at least 90% of all Eligible Receivables Revenues were deposited directly into the Eligible Receivables Account). (b) If the Collateral Coverage Ratio as of any CCR Reference Date is less than 1.60 to 1.00, then all amounts on deposit in the Eligible Receivables Account or transferred thereto shall be required to be held in the Eligible Receivables Account uninvested, and the Parent and the Subsidiaries Subsidiaries‌ shall not transfer any funds from the Eligible Receivables Account (except for application to prepay the Loans then outstanding in accordance with Section 2.06(a)), until the first CCR Reference Date on which the Collateral Coverage Ratio is 1.60 to 1.00 or more, whereupon funds may once again be transferred from the Eligible Receivables Account for purposes other than prepayment of the Loans.