244 Eligible Accounts. Means an Account which satisfies the following requirements: (a) The Account has resulted from the sale of goods or the performance of services by Dealer in the ordinary course of Dealer's business. (b) There are no conditions which must be satisfied before Dealer is entitled to receive payment of the Account. Accounts arising from COD sales, consignments or guaranteed sales are not acceptable. Page 9 of 23 (c) The debtor upon the Account does not claim any defense to
... payment of the Account, whether well founded or otherwise. (d) The account balance does not include the amount of any counterclaims or setoffs which have been or may be asserted against Dealer by the account debtor (including setoffs for any "contra accounts" owed by Dealer to the account debtor for goods purchased by Dealer or for services performed for Dealer). To the extent any counterclaims, setoffs, or contra accounts exist in favor of the debtor, such amounts shall be deducted from the account balance. (e) The Account represents a genuine obligation of the debtor for goods sold and accepted by the debtor, or for services performed for and accepted by the debtor. To the extent any credit balances exist in favor of the debtor, such credit balances shall be deducted from the account balance. (f) Dealer has sent an invoice to the debtor in the amount of the Account. (g) Dealer is not prohibited by the laws of the state where the account debtor is located from bringing an action in the courts of that state to enforce the debtor's obligation to pay the Account. Dealer has taken all appropriate actions to ensure access to the courts of the state where the account debtor is located, including, where necessary, the filing of a Notice of Business Activities Report or other similar filing with the applicable state agency or the qualification by Dealer as a foreign corporation authorized to transact business in such state. (h) The Account is owned by Dealer free of any title defects or any liens or interests of others except the security interest in favor of CPC, except for any Permitted Lien. (i) The debtor upon the Account is not any of the following: (i) an employee, affiliate, parent or subsidiary of Dealer, or an entity which has common officers or directors with Dealer. (ii) any person or entity located in a foreign country. (j) The Account is not in default. An Account will be considered in default if any of the following occur: (i) The Account is not paid within 90 days from its invoice date; except with respect to accounts of obligors who are (A) the United States, a State, a local municipality, or any department, agency or instrumentality of same, or (B) participating in that certain program offered by the United States described as the "E-Rate Program" (Schools and Libraries Universal Service Support Mechanism), where such Account(s) are not paid within 120 days from the applicable invoice date; (ii) The debtor obligated upon the Account suspends business, makes a general assignment for the benefit of creditors, or fails to pay its debts generally as they come due; or (iii) Any petition is filed by or against the debtor obligated upon the Account under any bankruptcy law or any other law or laws for the relief of debtors; (k) The Account is not the obligation of a debtor who is in default (as defined above) on 50% or more of the Accounts upon which such debtor is obligated. (l) The Account does not arise from the sale of goods which remain in Dealer's possession or under Dealer's control. (m) The Account is not evidenced by a promissory note or chattel paper, nor is the Account debtor obligated to Dealer under any other obligation which is evidenced by a promissory note. (n) The Account is otherwise acceptable to CPC.
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