Eligible Account

Eligible Account. An Account which is acceptable for purchase as determined by Purchaser in the exercise of its reasonable sole credit or business judgment.

Eligible Account. Means an identifiable account which is separate from all other funds held by the holding institution that is either (A) an account or accounts maintained with the corporate trust department of a federal or state-chartered depository institution or trust company which complies with the definition of Eligible Institution or (B) a segregated trust account or accounts maintained with the corporate trust department of a federal or state chartered depository institution or trust company acting in its... fiduciary capacity which, in the case of a state chartered depository institution or trust company is subject to regulations substantially similar to 12 C.F.R. §9.10(b), having in either case a combined capital and surplus of at least $50,000,000 and subject to supervision or examination by federal and state authority. An Eligible Account will not be evidenced by a certificate of deposit, passbook or other instrument. View More

Eligible Account. Means an interest bearing account maintained with a federal or state chartered federally insured depository institution or trust company whose long term unsecured debt obligations are rated at least AA- by two or more nationally recognized statistical rating organization. 2

Eligible Account. Means an account of the undersigned (i) which is due and payable in full within 90 days, (ii) for which the account debtor is a resident of the United States, (iii) in which Chase holds a first priority perfected security interest, and which is not subject to any assignment, claim, lien, or security interest, except in favor of Chase, (iv) which is a valid and legally enforceable obligation of the account debtor, and, (v) in which Chase in its discretion has not deemed the ... account or account debtor unsatisfactory; provided, however, that if 50% or more of any account does not meet these specifications, the entire amount of such account shall not be included as an Eligible Account. View More

Eligible Account. Any account or accounts maintained with (a) a federal or state chartered depository institution or trust company the short-term and long-term unsecured debt obligations of which (or, in the case of a depository institution or trust company that is the principal subsidiary of a holding company, the debt obligations of such holding company) are rated in the highest rating category of each Rating Agency with respect to short-term unsecured debt obligations and in one of the two highest rating... categories of each Rating Agency with respect to long-term unsecured debt obligations at the time any amounts are held on deposit therein or (b) in segregated trust accounts with the corporate trust department of a federal or state-chartered depository institution subject to regulations regarding fiduciary funds on deposit similar to Title 12 of the Code of Federal Regulation Section 9.10(b) with a long-term debt rating of at least "A3" by Moody's and "A" by Fitch and S&P. Eligible Accounts may bear interest, and may include, if otherwise qualified under this definition, accounts maintained with the Trustee or the Paying Agent. If the rating of the short-term or long-term unsecured debt obligations of the depository institution or trust company that maintains the account or accounts is no longer compliant with the requirements set forth in the immediately preceding sentence, the funds on deposit therewith in connection with this transaction shall be transferred to an Eligible Account within 30 days of such downgrade. View More

Eligible Account. An Account which is acceptable for purchase as determined by Purchaser in the exercise of its reasonable sole credit or business judgment and with respect to which all liens and security interests thereon and therein, other than in favor of Purchaser, have been terminated.

Eligible Account. Shall mean (i) a segregated trust account or accounts maintained with the corporate trust department of a federal depository institution or state-chartered depository institution subject to regulations regarding fiduciary funds on deposit similar to Title 12 of the Code of Federal Regulations Section 9.10(b) which, in either case, has corporate trust powers, acting in its fiduciary capacity or (ii) a segregated account maintained at an... Approved Bank. View More

Eligible Account. Means an Account of Borrower: 1.14.1 Upon which Borrower's right to receive payment is absolute and not contingent upon the fulfillment of any condition; 1.14.2 Against which is asserted no defense, counterclaim, discount or set-off, whether well-founded or otherwise; 1.14.3 That is a true and correct statement of a bona fide indebtedness incurred in the amount of the Account for goods sold or leased and delivered to, or for services rendered... to and accepted by, the Account Debtor; 1.14.4 That is owned by Borrower free and clear of all liens, encumbrances, charges, interests and rights of others, except the security interests granted to CNB; 1.14.5 That does not arise from a sale or lease to or for services rendered to an employee, stockholder, director, Subsidiary or Affiliate of Borrower or any entity in which any employee, stockholder, director, Subsidiary or Affiliate of Borrower has any interest; 1.14.6 That is not the obligation of an Account Debtor that is the federal government unless perfected under the Federal Assignment of Claims Act of 1940, as amended; 1.14.7 That is not the obligation of an Account Debtor located in a foreign country, except Canada, unless the obligation is insured by foreign credit insurance satisfactory to CNB or through a letter of credit negotiated through CNB with drawing documents in order; 1.14.8. That is due and payable not more than one hundred twenty (120) days from the original invoice date unless otherwise agreed to in writing by CNB; 2 3 1.14.9 As to which not more than ninety (90) days has elapsed since the original invoice date; 1.14.10 As to which the Account Debtor has not: (a) died, suspended business, made a general assignment for the benefit of creditors, become the subject of a petition under the Bankruptcy Code or consented to or applied for the appointment of a receiver, trustee, custodian or liquidator for itself or any of its property; (b) become more than sixty (60) days past due, under the original terms of sale, with respect to 20% or more of the amounts owed by such Account Debtor to Borrower; (c) had its check in payment of an Account returned unpaid; or (d) become or appear to have become unable, in the opinion of CNB, to pay the Account in accord with its terms; 1.14.11 That does not, when added to all other Accounts that are obligations of the Account Debtor to Borrower, result in a total sum that exceeds twenty percent (20%) of the total balance then due on all Accounts; provided, however, with respect to Account Debtor Eyecare of America, the foregoing percentage shall be twenty-five percent (25 %); and 1.14.12 That is not an obligation owed by the Account Debtor which is evidenced by chattel paper or an instrument as those terms are defined in the Code. View More

Eligible Account. Any Account that is not an Ineligible Account.

Eligible Account. Shall mean an Account owing to Borrower which is acceptable to Lender in its sole discretion for lending purposes. Without limiting Lender's discretion, Lender shall, in general, consider an Account to be an Eligible Account if it meets, and so long as it continues to meet, the following requirements: (i) it is genuine and in all respects what it purports to be; (ii) it is owned by Borrower, Borrower has the right to subject it to a security interest in favor of... Lender or assign it to Lender and it is subject to a first priority perfected security interest in favor of Lender and to no other claim, lien, security interest or encumbrance whatsoever, other than Permitted Liens; (iii) it arises from (A) the performance of services by Borrower in the ordinary course of Borrower's business, and such services have been fully performed; or (B) the sale or lease of Goods by Borrower in the ordinary course of Borrower's business, and (x) such Goods have been completed in accordance with the Account Debtor's specifications (if any) and shipped to the Account Debtor, (y) such Account Debtor has not refused to accept, returned or offered to return, any of the Goods which are the subject of such Account, and (z) Borrower has possession of, or Borrower has delivered to Lender (at Lender's request) shipping receipts evidencing shipment of such Goods; (iv) it is evidenced by an invoice rendered to the Account Debtor thereunder, is due and payable within thirty (30) days after the date of the invoice and does not remain unpaid ninety (90) days past the invoice date thereof; provided, however, that if more than twenty-five percent (25%) of the aggregate dollar amount of invoices owing by a particular 2 Account Debtor remain unpaid ninety (90) days after the respective invoice dates thereof, then all Accounts owing by that Account Debtor shall be deemed ineligible; (v) it is a valid, legally enforceable and unconditional obligation of the Account Debtor thereunder, and is not subject to setoff, counterclaim, or adjustment by such Account Debtor (other than credits and allowances for early payment), or to any claim by such Account Debtor denying liability thereunder in whole or in part; (vi) it does not arise out of a contract or order which fails in any material respect to comply with the requirements of applicable law; (vii) the Account Debtor thereunder is not a director, officer, employee or agent of Borrower, or a Subsidiary, Parent or Affiliate; (viii) it is not an Account with respect to which the Account Debtor is the United States of America or any state or local government, or any department, agency or instrumentality thereof, unless Borrower assigns its right to payment of such Account to Lender pursuant to, and in full compliance with, the Assignment of Claims Act of 1940, as amended, or any comparable state or local law, as applicable; (ix) it is not an Account with respect to which the Account Debtor is located in a state which requires Borrower, as a precondition to commencing or maintaining an action in the courts of that state, either to (A) receive a certificate of authority to do business and be in good standing in such state; or (B) file a notice of business activities report or similar report with such state's taxing authority, unless (x) Borrower has taken one of the actions described in clauses (A) or (B); (y) the failure to take one of the actions described in either clause (A) or (B) may be cured retroactively by Borrower at its election; or (z) Borrower has proven, to Lender's satisfaction, that it is exempt from any such requirements under any such state's laws; (x) the Account Debtor is located within the United States of America or Canada; (xi) it is not an Account with respect to which the Account Debtor's obligation to pay is subject to any repurchase obligation or return right, as with sales made on a bill-and-hold, guaranteed sale, sale on approval, sale or return or consignment basis; (xii) it is not an Account (A) with respect to which any representation or warranty contained in this Agreement is untrue; or (B) which violates any of the covenants of Borrower contained in this Agreement; (xiii) it is not an Account which, when added to a particular Account Debtor's other indebtedness to Borrower, exceeds 10% of all Accounts of Borrower, or 20% of all Accounts of Borrower with respect to Account Debtors Leland Engineering and Krauter Storage, or other credit limits determined by Lender in its sole discretion for that Account Debtor (except that Accounts excluded from Eligible Accounts solely by reason of this clause (xiii) shall be Eligible Accounts to the extent of such credit limit), all as determined by Lender in its sole discretion; and 3 (xiv) it is not an Account with respect to which the prospect of payment or performance by the Account Debtor is or will be impaired, as determined by Lender in its sole discretion determined in good faith. View More