BEEN FULLY PERFORMED FOR THE APPROPRIATE ACCOUNT DEBTOR;
(D)
THE ACCOUNT IS BASED UPON AN ENFORCEABLE ORDER OR CONTRACT, WRITTEN
OR ORAL, FOR GOODS SHIPPED OR HELD FOR SERVICES PERFORMED AND THE SAME WERE
SHIPPED, HELD, OR PERFORMED IN ACCORDANCE WITH SUCH ORDER OR CONTRACT;
(E)
THE TITLE OF BORROWER TO THE ACCOUNT IS ABSOLUTE AND IS NOT
SUBJECT TO ANY LIEN EXCEPT COLLATERAL AGENT'S LIEN;
(F)
THE AMOUNT SHOWN ON THE BOOKS OF BORROWER AND ON ANY INVOICE OR
STATEMENT DELIVERED TO AGENT IS OWING TO BORROWER, LESS ANY PARTIAL PAYMENT THAT
HAS BEEN MADE THEREON BY ANY PERSON;
(G)
THE ACCOUNT SHALL BE ELIGIBLE ONLY TO THE EXTENT THAT IT IS NOT
SUBJECT TO ANY CLAIM OF REDUCTION, COUNTERCLAIM, SET OFF, RECOUPMENT, OR ANY
CLAIM FOR CREDITS, ALLOWANCES, OR ADJUSTMENTS BY THE ACCOUNT DEBTOR BECAUSE OF
RETURN, INFERIOR, OR DAMAGED GOODS OR UNSATISFACTORY SERVICES, OR FOR ANY OTHER
REASON;
(H)
THE ACCOUNT DEBTOR HAS NOT RETURNED OR REFUSED TO RETAIN, OR
OTHERWISE NOTIFIED BORROWER OF ANY DISPUTE CONCERNING, OR CLAIMED NONCONFORMITY
OF, ANY OF THE GOODS OR SERVICES FROM THE SALE OF WHICH THE ACCOUNT AROSE;
(I)
(I) WITH RESPECT TO ANY ACCOUNT GENERATED FROM OTHER THAN SALES
OF ANIMAL HEALTH PESTICIDES OR AGRICULTURAL CHEMICALS, THE ACCOUNT IS DUE AND
PAYABLE NOT MORE THAN THIRTY (30) DAYS FROM THE DATE OF THE INVOICE THEREFOR AND
IS NOT MORE THAN SIXTY (60) DAYS PAST DUE; AND (II) WITH RESPECT TO ANY ACCOUNT
GENERATED FROM SALES OF ANIMAL HEALTH PESTICIDES OR AGRICULTURAL CHEMICALS, THE
ACCOUNT IS DUE AND PAYABLE NOT MORE THAN NINETY (90) DAYS FROM THE DATE OF THE
INVOICE THEREFOR AND IS NOT MORE THAN SIXTY (60) DAYS PAST DUE.
10
(J)
THE ACCOUNT DOES NOT ARISE OUT OF A CONTRACT WITH, OR ORDER FROM,
A ACCOUNT DEBTOR THAT, BY ITS TERMS, FORBIDS OR MAKES VOID OR UNENFORCEABLE THE
ASSIGNMENT BY BORROWER TO AGENT OF THE ACCOUNT ARISING WITH RESPECT THERETO;
(K)
BORROWER HAS NOT RECEIVED ANY NOTE, TRADE ACCEPTANCE, DRAFT OR
OTHER INSTRUMENT WITH RESPECT TO, OR IN PAYMENT OF, THE ACCOUNT NOR ANY CHATTEL
PAPER WITH RESPECT TO THE GOODS GIVING RISE TO THE ACCOUNT, UNLESS, IF ANY SUCH
INSTRUMENT OR CHATTEL PAPER HAS BEEN RECEIVED, BORROWER IMMEDIATELY NOTIFIES
AGENT AND ENDORSES OR ASSIGNS AND DELIVERS THE SAME TO AGENT;
(L)
BORROWER HAS NOT RECEIVED ANY NOTICE OF THE DEATH OF THE ACCOUNT
DEBTOR OR A PARTNER THEREOF; NOR OF THE DISSOLUTION, TERMINATION OF EXISTENCE,
INSOLVENCY, BUSINESS FAILURE, APPOINTMENT OF A RECEIVER FOR ANY PART OF THE
PROPERTY OF, ASSIGNMENT FOR THE BENEFIT OF CREDITORS BY, OR THE FILING OF A
PETITION IN BANKRUPTCY, OR THE COMMENCEMENT OF ANY PROCEEDING UNDER ANY
BANKRUPTCY OR INSOLVENCY LAWS BY OR AGAINST, THE ACCOUNT DEBTOR.
UPON RECEIPT
BY BORROWER OF ANY SUCH NOTICE, IT WILL IMMEDIATELY GIVE AGENT WRITTEN ADVICE
THEREOF;
(M)
THE ACCOUNT DEBTOR IS NOT A FOREIGN ENTITY;
(N)
THE ACCOUNT DEBTOR IS NOT AN AFFILIATE OF BORROWER;
(O)
IF TEN PERCENT (10%) OR MORE OF