ACCEPTED BY THE
BUYER OR THE SERVICES GIVING RISE TO SUCH ACCOUNT RECEIVABLE HAVE NOT BEEN
PERFORMED BY BORROWER AND ACCEPTED BY THE BUYER OR THE ACCOUNT RECEIVABLE
OTHERWISE DOES NOT REPRESENT A FINAL SALE;
(T)
THAT IS SUBJECT TO ANY OFFSET, DEDUCTION,
DEFENSE, DISPUTE, OR COUNTERCLAIM OR THE BUYER IS ALSO A CREDITOR OR SUPPLIER OF
BORROWER OR THE ACCOUNT RECEIVABLE IS CONTINGENT IN ANY RESPECT OR FOR ANY
REASON;
4
(U)
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; OR
(V)
FOR WHICH ANY OF THE ITEMS GIVING RISE TO
SUCH ACCOUNT RECEIVABLE HAVE BEEN RETURNED, REJECTED OR REPOSSESSED.
"Eligible Export-Related Inventory" shall mean Export-Related Inventory which
is acceptable to Lender and which is deemed to be eligible pursuant to the Loan
Documents, but in no event shall Eligible Export-Related Inventory include any
Inventory:
(A)
THAT IS NOT SUBJECT TO A VALID, PERFECTED
FIRST PRIORITY LIEN IN FAVOR OF LENDER;
(B)
THAT IS LOCATED AT AN ADDRESS THAT HAS NOT
BEEN DISCLOSED TO LENDER IN WRITING;
(C)
THAT IS PLACED BY BORROWER ON CONSIGNMENT
OR HELD BY BORROWER ON CONSIGNMENT FROM ANOTHER PERSON;
(D)
THAT IS IN THE POSSESSION OF A PROCESSOR OR
BAILEE, OR LOCATED ON PREMISES LEASED OR SUBLEASED TO BORROWER, OR ON PREMISES
SUBJECT TO A MORTGAGE IN FAVOR OF A PERSON OTHER THAN LENDER, UNLESS SUCH
PROCESSOR OR BAILEE OR MORTGAGEE OR THE LESSOR OR SUBLESSOR OF SUCH PREMISES, AS
THE CASE MAY BE, HAS EXECUTED AND DELIVERED ALL DOCUMENTATION WHICH LENDER SHALL
REQUIRE TO EVIDENCE THE SUBORDINATION OR OTHER LIMITATION OR EXTINGUISHMENT OF
SUCH PERSON'S RIGHTS WITH RESPECT TO SUCH INVENTORY AND LENDER'S RIGHT TO GAIN
ACCESS THERETO;
(E)
THAT IS PRODUCED IN VIOLATION OF THE FAIR
LABOR STANDARDS ACT OR SUBJECT TO THE "HOT GOODS" PROVISIONS CONTAINED IN 29
US.C.§215 OR ANY SUCCESSOR STATUTE OR SECTION;
(F)
AS TO WHICH ANY COVENANT, REPRESENTATION
OR WARRANTY WITH RESPECT TO SUCH INVENTORY CONTAINED IN THE LOAN DOCUMENTS HAS
BEEN BREACHED;
(G)
THAT IS NOT LOCATED IN THE UNITED STATES;
(H)
THAT IS DEMONSTRATION INVENTORY;
(I)
THAT CONSISTS OF PROPRIETARY SOFTWARE
(I.E. SOFTWARE DESIGNED SOLELY FOR BORROWER'S INTERNAL USE AND NOT INTENDED FOR
RESALE);
(J)
THAT IS DAMAGED, OBSOLETE, RETURNED,
DEFECTIVE, RECALLED OR UNFIT FOR FURTHER PROCESSING;
(K)
THAT HAS BEEN PREVIOUSLY EXPORTED FROM THE
UNITED STATES;
5
(L)
THAT CONSTITUTES DEFENSE ARTICLES OR
DEFENSE SERVICES;
(M)
THAT IS TO BE INCORPORATED INTO ITEMS DESTINED
FOR SHIPMENT TO A COUNTRY AS TO WHICH EX-IM BANK IS PROHIBITED FROM DOING
BUSINESS AS DESIGNATED IN THE COUNTRY LIMITATION SCHEDULE;
(N)
THAT IS TO BE INCORPORATED INTO ITEMS
DESTINED FOR SHIPMENT TO A BUYER LOCATED IN A COUNTRY IN WHICH EX-IM BANK
COVERAGE IS NOT AVAILABLE FOR COMMERCIAL REASONS AS DESIGNATED IN THE COUNTRY