Exim Eligible Foreign Accounts

Exim Eligible Foreign Accounts. Are Accounts payable in United States Dollars that arise in the ordinary course of Borrower's business from Borrower's sale of Exim Eligible Foreign Inventory (i) that the Account Debtor does not have its principal place of business in the United States and (ii) that have been assigned and comply with all of Borrower's representations and warranties in this Agreement; but Bank, in its good faith business judgment, may change eligibility standards by giving Borrower notice. Unless... Bank agrees otherwise in writing, Exim Eligible Foreign Accounts will not include: (a) Accounts with terms of sales greater than 90 days; (b) Accounts which are more than 60 calendar days past the original due date, unless it is insured through Exim Bank export credit insurance for comprehensive commercial and political risk, or through Exim Bank approved private insurers for a comparable coverage, in which case 90 calendar days shall apply; (c) Credit balances over 60 days from due date of the relevant invoice; (d) Accounts evidenced by a letter of credit until the date of shipment of the items covered by the subject letter of credit; (e) Accounts for which the Account Debtor is a military or defense entity; (f) Accounts for which Borrower owes the Account Debtor, but only up to the amount owed (sometimes called "contra" accounts, accounts payable, customer deposits or credit accounts); (g) Accounts for demonstration or promotional equipment, or in which goods are consigned, sales guaranteed, sale or return, sale on approval, bill and hold, or other terms if Account Debtor's payment may be conditional; (h) Accounts for which the Account Debtor is Borrower's Affiliate, officer, employee, or agent; (i) Accounts in which the Account Debtor disputes liability or makes any claim and Bank believes there may be a basis for dispute (but only up to the disputed or claimed amount), or if the Account Debtor is subject to an Insolvency Proceeding, or becomes insolvent, or goes out of business; (j) Accounts generated by the sale of products purchased for military purposes; (k) Accounts generated by the sales of Inventory which constitute defense articles or defense services; 31 (l) Accounts excluded from the Borrowing Base under the Borrower Agreement; (m) Accounts that arise from the sales of items not in the ordinary course of Borrower's business; (n) Accounts not owned by Borrower or that are subject to any right, claim or interest of another person other than the lien in favor of Bank; (o) Accounts with respect to which an invoice has not been sent; (p) Accounts billed and payable outside the United Stated unless approved in writing by Exim Bank; and such Accounts are subject to the following: 1. Each subsidiary or affiliate is a party to the Loan Agreement; 2. All proceeds are remitted to the United States on a monthly basis (excluding the retention of proceeds for the purpose of funding local expenses); 3. Accounts are derived from eligible exports originating from the United States; 4. Bank obtains a valid first priority security interest (or equivalent) in the jurisdiction where the Accounts are located; and 5. Bank obtains a legal opinion from local counsel with regard to the enforceability of such security interest. (s) Accounts billed in currencies other than U.S. Dollars, unless approved in writing by Exim Bank; (t) Accounts from foreign buyers in countries where Exim Bank is legally prohibited from doing business or in which Exim Bank coverage is not available (as designated in the Country Limitation Schedule); (u) Accounts backed by letters of credit unacceptable to Bank in its reasonable and good faith credit judgment; (v) Accounts for which Bank or Exim Bank determines collection to be doubtful, with Bank's determination of same to be reasonable; (w) Accounts for which the items giving rise to such Account have not been shipped and delivered to and accepted by the Buyer or the services giving rise to such Account have not been performed by Borrower and accepted by the Buyer or the Account does not represent a final sale; (x) Accounts for which Borrower has made any agreement with the Buyer for any deduction therefrom, except for discounts or allowances made in the ordinary course of business for prompt payment, all of which discounts or allowances are reflected in the calculation of the face value of each respective invoice related thereto; and (y) Accounts for which any of the items giving rise to such Account have been returned, rejected or repossessed. View More

Exim Eligible Foreign Accounts. Means Accounts Receivable arising in the ordinary course of Borrower's business from Non-U.S. Account Debtors and that meet all Borrower's representations and warranties in Section 5.2 and conform in all respects to the EX-IM Borrower Agreement, and either (a) are guaranteed by EX-IM Bank, less any deductible; (b) are supported by letter(s) of credit acceptable to Bank; (c) are owing from an Account Debtor whose principal place of business is located in Canada (provided that Bank has perfected... its security interest in such Account to Bank's satisfaction), or (d) that Bank approves in writing. The following are the minimum requirements (the "Minimum EX-IM Foreign Eligibility Requirements") for an Account to be an EX-IM Eligible Foreign Account. The Accounts Receivable must not be an Account: (a) that does not arise from the sale of Items in the ordinary course of the Borrower's business; (b) that is not subject to a valid, perfected, and enforceable first priority security interest in favor of the Bank; (c) as to which any covenant, representation or warranty contained in the Loan Documents relating to such Account has been breached; (d) that is not owned by the Borrower or is subject to any right, claim, or interest of another party other than the Lien in favor of the Bank; (e) with respect to which an invoice has not been sent; (f) generated by the sale or provision of defense articles or services, subject to exceptions approved in writing by Ex-Im Bank; (g) that is due and payable from a military Buyer, subject to exceptions approved in writing by Ex-Im Bank; (h) that is due and payable from a foreign Buyer located in a country with which Ex- Im Bank is legally prohibited from doing business as set forth in the current Country Limitation Schedule. (Note: If the Borrower has knowledge that an export to a country in which Ex-Im Bank may do business, as set forth in the current Country Limitation Schedule, will be re-exported to a country with which Ex-Im Bank is legally prohibited from doing business, the corresponding Accounts Receivable (or a pro-rata portion thereof) are not eligible for inclusion in the Export-Related Borrowing Base. ); 11 (i) that does not comply with the requirements of the Country Limitation Schedule; (j) that by its original terms is due and payable more than ninety (90) days from the date of invoice ("EX-IM Foreign Eligibility Period"); (k) have credit balances over sixty (60) days from due date; (l) that is not paid within sixty (60) calendar days from its original due date unless insured through Ex-Im Bank (or other acceptable) export credit insurance for comprehensive commercial and political risk, in which case ninety (90) calendar days shall apply; (m) that arises from a sale of goods to or performance of services for an employee, stockholder, or subsidiary of the Borrower, intra-company Accounts Receivable or any Account from a stockholder, any person or entity with a controlling interest in the Borrower or which shares common controlling ownership with the Borrower; (n) that is backed by a letter of credit where the Items covered by the subject letter of credit have not yet been shipped, or where the covered services have not yet provided; (o) that the Bank or Ex-Im Bank, in its reasonable judgment, deem uncollectible or unacceptable; this category includes, but is not limited to, finance charges or late charges imposed on the foreign Buyer by the Borrower as a result of the foreign Buyer's past due status; (p) that does not comply with the terms of sale as set forth by Ex-Im Bank; (q) that is due and payable from an Buyer who becomes unable to pay its debts or whose ability to pay its debts becomes questionable; (r) that arises from a bill-and-hold, guaranteed sale, sale-and-return, sale on approval, consignment, or any other repurchase or return basis or is evidenced by chattel paper; (s) for which the Items giving rise to such Accounts Receivable have not been shipped to the Buyer or when the Items are services, such services have not been performed or when the Export Order specifies a timing for invoicing the Items other than shipment or performance and the Items have not been invoiced in accordance with such terms of the Export Order, or the Accounts Receivable do not otherwise represent a final sale; (t) that is subject to any offset, deduction, defense, dispute, or counterclaim, to the extent of such offset, deduction, defense, dispute, or counterclaim, or the Buyer is also a creditor or supplier of the Borrower, or the Account is contingent in any respect or for any reason; (u) for which the Borrower has made any agreement with the Buyer for any deduction therefrom, except for discounts or allowances made in the ordinary course of business for prompt payment; (v) for which any of the Items giving rise to such Account having been returned, rejected, or repossessed; (w) that arises from the sale of Items that do not meet 50% U.S. Content requirements; (x) that is deemed to be ineligible by Ex-Im Bank. Bank reserves the right at any time after the Closing Date to adjust the Minimum EX-IM Foreign Eligibility Requirements in its good faith business judgment and establish new criteria to determine the foregoing. View More

Exim Eligible Foreign Accounts. Shall have the meaning set forth in the Exim Loan Documents