Eligible Accounts

Eligible Accounts. Are Accounts in the ordinary course of Borrower's business that meet all Borrower's representations and warranties in Section 5; but Bank may change eligibility standards by giving Borrower notice. Unless Bank agrees otherwise in writing, Eligible Accounts will not include: (a) Accounts that the account debtor has not paid within 90 days of invoice date; 17 (b) Accounts for an account debtor, 50% or more... of whose Accounts have not been paid within 90 days of invoice date; (c) Credit balances over 90 days from invoice date; (d) Accounts for an account debtor, including Affiliates, whose total obligations to Borrower exceed 25% of all Accounts, for the amounts that exceed that percentage; (e) Accounts for which the account debtor does not have its principal place of business in the United States; (f) Accounts for which the account debtor is a federal, state or local government entity or any department, agency, or instrumentality; (g) 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); (h) 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; (i) Accounts for which the account debtor is Borrower's Affiliate, officer, employee, or agent; (j) Accounts in which the account debtor disputes liability or makes any claim or 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; and (k) Accounts for which Bank reasonably determines collection to be doubtful. View More

Eligible Accounts. Means Accounts and General Intangibles arising in the ordinary course of Borrower's business from the sale of goods or the rendition of services, or the non-exclusive licensing of Intellectual Property, which Silicon, in its good faith business judgment, shall deem eligible for borrowing. Without limiting the fact that the determination of which Accounts are eligible for borrowing is a matter of Silicon's good faith business judgment, the following (the "Minimum Eligibility Requirements") are... the minimum requirements for a Account to be an Eligible Account: (i) the Account must not be outstanding for more than 90 days from its invoice date (the "Eligibility Period"), (ii) the Account must not represent progress billings, or be due under a fulfillment or requirements contract with the Account Debtor, (iii) the Account must not be subject to any contingencies (including Accounts arising from sales on consignment, guaranteed sale or other terms pursuant to which payment by the Account Debtor may be conditional), (iv) the Account must not be owing from an Account Debtor with whom Borrower has any dispute (whether or not relating to the particular Account), (v) the Account must not be owing from an Affiliate of Borrower, (vi) the Account must not be owing from an Account Debtor which is subject to any insolvency or bankruptcy proceeding, or whose financial condition is not acceptable to Silicon, or which, fails or goes out of a material portion of its business, (vii) the Account must not be owing from the United States or any department, agency or instrumentality thereof (unless there has been compliance, to Silicon's satisfaction, with the United States Assignment of Claims Act), (viii) the Account must not be owing from an Account Debtor located outside the United States or Canada (unless pre-approved by Silicon in its discretion in writing, or backed by a letter of credit satisfactory to Silicon, or FCIA insured satisfactory to Silicon), (ix) the Account must not be owing from an Account Debtor to whom Borrower is or may be liable for goods purchased from such Account Debtor or otherwise (but, in such case, the Account will be deemed not eligible only to the extent of any amounts owed by Borrower to such Account Debtor). Accounts owing from one Account Debtor will not be deemed Eligible Accounts to the extent they exceed 25% of the total Accounts outstanding. In addition, if more than 50% of the Accounts owing from an Account Debtor are outstanding for a period longer than their Eligibility Period (without regard to unapplied credits) or are otherwise not eligible Accounts, then all Accounts owing from that Account Debtor will be deemed ineligible for borrowing. Silicon may, from time to time, in its good faith business judgment, revise the Minimum Eligibility Requirements, upon written notice to Borrower. View More

Eligible Accounts. Means, at any time, all of the Borrower's Accounts in which the Bank has a first priority continuing perfected Lien and which are earned and invoiced within thirty (30) days of being earned and which contain selling terms and conditions satisfactory to the Bank, are payable on ordinary trade terms, and are not evidenced by a promissory note, other instrument or chattel paper. The net amount of any Eligible Account against which the Borrower may borrow shall exclude all returns, discounts,... credits, and offsets of any nature. Unless otherwise agreed to by the Bank in writing, Eligible Accounts do not include Accounts: (1) which are not owned by the Borrower free and clear of all Liens, constructive trust, statutory priorities not in favor of the Bank, and claims of Persons other than the Bank; (2) with respect to which the Account Debtor is an Affiliate of the Borrower or otherwise affiliated with or related to the Borrower, including without limitation, any employee, officer, director, Equity Owner or agent of the Borrower; (3) with respect to which goods are placed on consignment, guaranteed sale, bill-and-hold, sale-and-return, sale on approval, cash-on-delivery or other terms by reason of which the payment by the Account Debtor may be conditional; (4) with respect to which the Account Debtor is not a resident of the United States, except to the extent such Accounts are otherwise Eligible Accounts and are supported by insurance, bonds or other assurances satisfactory to the Bank; (5) subject to the U.S. Office of Foreign Asset Control Special Designated Nationals and Blocked Person's List, or with respect to which the Account Debtor is otherwise a Person with whom the Borrower or the Bank is prohibited from doing business by any applicable Legal Requirement; (6) which are not payable in U.S. Dollars; (7) with respect to which the Borrower is or may become liable to the Account Debtor for goods sold or services rendered by the Account Debtor to the Borrower; (8) which are subject to dispute, counterclaim, deduction, withholding, defense, or setoff; (9) with respect to which the goods have not been shipped or delivered, or the services have not been rendered, to the Account Debtor, or which otherwise constitute pre-billed Accounts; (10) which constitute retainage, or are bonded Accounts; (11) with respect to which the Bank determines the creditworthiness, financial or business condition of the Account Debtor to be unsatisfactory; (12) of any Account Debtor who is the subject of any state or federal bankruptcy, insolvency, or debtor-in-relief acts, or who has had appointed a trustee, custodian, or receiver for the assets of such Account Debtor, or who has made an assignment for the benefit of creditors or has become insolvent or fails generally to pay its debts (including its payrolls) as such debts become due; (13) with respect to which the Account Debtor is the United States government or any department or agency of the United States; (14) otherwise determined to be ineligible by the Bank (15) which have not been paid in full within ninety (90) days from the due date; and (16) due from any one Account Debtor to the extent such Accounts constitute more than 15% of all Eligible Accounts. In no event will the balance of any Account of any single Account Debtor be eligible whenever the portion of the Accounts of such Account Debtor which have not been paid within ninety (90) days from the fur date is in excess of 20% of the total amount outstanding on all Accounts of such Account Debtor. View More

Eligible Accounts. Means accounts on selling terms of net thirty (30) days or less, which have been validly assigned to FCFC and strictly comply with all of Borrower's warranties and representations set forth in this Agreement, but excluding those Accounts: (a) not paid within 60 days of their invoice date; (b) owed by a single account debtor, if any amount owing by said account debtor remains unpaid for more than 60 days after its invoice date; (c) the total whose account debtor's total indebtedness to Borrower... exceeds ten percent (10%) of all Eligible Accounts; (d) representing the sale of goods delivered on consignment, guaranteed sale or on other conditional terms; (e) subject to any defense, setoff or counterclaim claimed or asserted by the account debtor; (f) evidenced by an instrument; (g) owed by an account debtor who is not a resident of the United States; (h) whose account debtor is any department, agency or instrumentality of the United States other than a department, agency or instrumentality with whom Borrower has existent contracts or mercantile business arrangements or relationships as of the date of this Agreement; (i) whose account debtor is a subsidiary of, related to, affiliated or has common shareholders, officers or directors with Borrower; (j) whose account debtor is an officer, employee or agent of Borrower; (k) representing goods sold and/or transferred where possession and/or control is held, maintained or retained by Borrower (or its agent) for the account of or subject to further and/or future direction from the account debtor thereof; and (l) not creditworthy, in the sole opinion of FCFC. FCFC will not lend against retail customer accounts. View More

Eligible Accounts. Accounts and General Intangibles arising in the ordinary course of Borrower's business from the sale of goods or the rendition of services, or the non-exclusive licensing of Intellectual Property, which Silicon, in its good faith business judgment, shall deem eligible for borrowing

Eligible Accounts. Shall mean and includes those Accounts of Borrower which are due and payable within Thirty (30) days, or less, from the date of invoice, have been validly assigned to Bank and strictly comply with all of Borrower's warranties and representations to Bank; but Eligible Accounts shall not include the following: (a) Accounts with respect to which the account debtor is an officer, employee, partner, joint venturer or agent of Borrower; (b) Accounts with respect to which goods are placed on... consignment, guaranteed sale or other terms by reason of which the payment by the account debtor may be conditional; (c) Accounts with respect to which the account debtor is not a resident of the United States; (d) Accounts with respect to which the account debtor is the United States or any department, agency or instrumentality of the United States; (e) Accounts with respect to which the account debtor is any State of the United States or any city, county, town, municipality or division thereof; (f) Accounts with respect to which the account debtor is a subsidiary of, related to, affiliated or has common shareholders, officers or directors with Borrower; (g) Accounts with respect to which Borrower is or may become liable to the account debtor for goods sold or services rendered by the account debtor to Borrower; (h) Accounts not paid by an account debtor within Ninety (90) days from the date of the invoice; (i) Accounts with respect to which account debtors dispute liability or make any claim, or have any defense, crossclaim, counterclaim, or offset; (j) Accounts with respect to which any Insolvency Proceeding is filed by or against the account debtor, or if an account debtor becomes insolvent, fails or goes out of business; (k) Accounts owed by any single account debtor which exceed twenty percent (20%) of all of the Eligible Accounts; and (I) Accounts with a particular account debtor on which over twenty-five percent (25%) of the aggregate amount owing is greater than ninety (90) days from the date of the invoice. View More

Eligible Accounts. Accounts owed by an Account Debtor (or an Affiliate of such Account Debtor), regardless of whether otherwise eligible, to the extent that the balance of such Accounts exceeds the percentage of the aggregate amount of all Accounts indicated in the table below opposite the applicable Account Debtor; and Accounts owned by any two Account Debtors (or Affiliates of such Account Debtors), regardless of whether otherwise eligible, to the extent that the combined balance of such Accounts exceeds 80% of... the aggregate amount of all Accounts View More

Eligible Accounts. The book United States dollar value (net of finance charges and service charges) of only such accounts of Borrowers arising from the sale of inventory or the rendition of services in the ordinary course of business in which only the Lender holds a security interest and as to which the Lender, in its sole discretion, shall from time to time determine to be collectible in a timely manner in the ordinary course of business without dispute on set-off and otherwise acceptable to Lender. Without... limiting the Lender's right, in its sole discretion, to consider any account not to be an Eligible Account, and by way of example only of types of accounts that the Lender will consider not to be Eligible Accounts, the Lender, notwithstanding any earlier classification of eligibility, may consider any account not to be an Eligible Account if: (i) any warranty is breached as to the account or the account debtor disputes liability or makes any claim with respect to the account; (ii) (a) the account is not paid by the account debtor within 90 days after the date of the original invoice relating thereto; or (b) the account is owed by any account debtor who has not paid 25% or more of such account debtor's accounts within the time period specified in subsection (ii)(a) above; (iii) a petition in bankruptcy or other application for relief under any insolvency law is filed with respect to the account debtor owing the account, or the account debtor owing the account assigns for the benefit of creditors, becomes insolvent, fails, suspends, or goes out of business, or the Lender, in its reasonable discretion, shall become dissatisfied with the creditworthiness of an account debtor owing an account; (iv) the account arises from a sale to an account debtor outside the United States, unless the sale is on letter of credit, acceptance or other terms acceptable to the Lender; (v) the account debtor is (a) an Affiliate, supplier or creditor of any Borrower, (b) a member, shareholder, employee or agent of any Borrower, or (c) a subsidiary of, or affiliated with any Borrower or its shareholders, members, officers, or directors; (vi) the account debtor is the United States of America or any agency or department thereof and the account is subject to the Assignment of Claims Act; (vii) the account has not been invoiced or is represented by an invoice dated prior to the shipment of inventory or rendition of services relating to such account; (viii) the account is not denominated in U.S. Dollars; (ix) it arises from a bill-and-hold, guaranteed sale, sale-and-return, sale on approval, consignment, other terms by reason of which the payment by the account debtor may be conditional or any other repurchase or return basis or represents billing for samples or is evidenced by chattel paper; (x) it is retention or progress billing or is subject to any offset, deduction, defense, dispute or counterclaim or the customer is also a creditor or supplier of any Borrower or the account is otherwise contingent or subject to deduction, other than discounts and allowances made in the ordinary course of business for prompt payment; or (xi) any surety has issued a bond in favor of the account debtor with respect to the contractual obligations of any Borrower to such account debtor. No advances will be made against the portion of accounts of any single account debtor which exceeds 20% of all Eligible Accounts or against any portion of any Eligible Account which consists of interest or finance charges View More

Eligible Accounts. Accounts created by Borrower in the ordinary course of business arising out of Borrower's sale of goods or rendition of services, which are and at all times shall continue to be acceptable to Agent in all respects. Standards of eligibility may be fixed and revised from time to time solely by Agent in Agent's exclusive judgment exercised in good faith. In determining eligibility, Agent may, but need not, rely on agings, reports and schedules of Accounts furnished by Borrower, but reliance by... Agent thereon from time to time shall not be deemed to limit Agent's right to revise standards of eligibility at any time as to both Borrower's present and future Accounts. In general, an Account shall not be deemed eligible unless: (a) the Account Debtor on such Account is and at all times continues to be acceptable to Agent, (b) such Account complies in all respects with the representations, covenants and warranties contained in the Accounts Agreement and herein, (c) no more than ninety (90) days have elapsed since the original invoice date of such Account, (d) as to Foreign Accounts, either, at Agent's option, (1) the Account Debtor has delivered to Borrower an irrevocable letter of credit issued or confirmed by a bank satisfactory to Agent, sufficient to cover such Account, in form and substance satisfactory to Agent, and, if required by Agent the original of such letter of credit has been delivered to Agent or to Agent's designee and the issuer thereof notified of the assignment of the proceeds of such letter of credit to Agent or (2) such Account is subject to credit insurance payable to Agent issued by an insurer and on terms and in an amount acceptable to Agent or (3) such -2- Account and the Account Debtor with respect thereto are and continue to otherwise be acceptable in all respects to Agent in Agent's good faith, and (e) as to Accounts where the chief executive office of the Account Debtor with respect to such Accounts is located in Canada, at any time promptly upon Lender's request, Borrower shall execute and deliver, or cause to be executed and delivered, such other agreements, documents and instruments as may be required by Lender to perfect the security interests of Lender in those Accounts of an Account Debtor with its chief executive office in Canada in accordance with the applicable laws of the Province of Canada in which such chief executive office is located and take or cause to be taken such other and further actions as Lender may request to enable Lender as secured party with respect thereto to collect such Accounts under the applicable laws of the Province of Canada. View More

Eligible Accounts. Means the sum of: (i) all unpaid Accounts owed to the Borrower, net of any credits, and (ii) provided that neither an Event of Default nor a Materials Business Sale has occurred, all unpaid Accounts owed to IFT, net of any credits; except the following shall not in any event be deemed Eligible Accounts: (i) that portion of Accounts (other than dated Accounts) unpaid 60 days or more after the due date, and that portion of ... dated Accounts unpaid 30 days or more after the stated due date or 120 days or more after the shipping date; (ii) that portion of Accounts that is disputed or subject to a claim of offset or a contra account; (iii) that portion of Accounts not yet earned by the final delivery of goods or rendition of services, as applicable, by the Borrower or IFT to the customer; (iv) Accounts owed by any unit of government, whether foreign or domestic (provided, however, that there shall be included in Eligible Accounts that portion of Accounts owed by such units of government for which the Borrower or IFT (as applicable) has provided evidence satisfactory to the Agent that (A) the Agent has a first priority perfected security interest and (B) such Accounts may be enforced by the Agent directly against such unit of government under all applicable laws); (v) Accounts owed by an account debtor located outside the United States which are not backed by a bank letter of credit assigned to the Agent (if such assignment is required by the Agent), in the possession of the Agent and acceptable to the Agent in all respects, in its sole discretion; provided, however, that, Accounts due and owing from Siemens, Bosch, Delco, Ford, Texas Instruments, Polaroid, 3M, Hewlett Packard and Motorola which satisfy all other requirements of this definition (including without limitation clause (xiii)), shall not be deemed ineligible because of this clause; (vi) Accounts owed by an account debtor that is insolvent, the subject of bankruptcy proceedings or has gone out of business; (vii) Accounts owed by a shareholder, Subsidiary, Affiliate, officer or employee of the Borrower or IFT; -2- 3 (viii) Accounts not subject to a duly perfected security interest in the Agent's favor or which are subject to any lien, security interest or claim in favor of any Person other than the Agent including without limitation any payment or performance bond; (ix) Accounts owned by IFT until the Agent has received evidence satisfactory to it of the perfection and priority of its security interest in such Accounts; (x) that portion of Accounts that has been restructured, extended, amended or modified; (xi) that portion of Accounts that constitutes advertising, finance charges, service charges or sales or excise taxes; (xii) Accounts owed by an account debtor, regardless of whether otherwise eligible, if 10% or more of the total amount due under Accounts from such debtor is ineligible under clauses (i), (ii) or (x) above, provided, however, that the Agent may from time to time in its sole discretion exclude from the operation of this clause (xii) those Accounts that the Agent designates; and; (xiii) Accounts, or portions thereof, otherwise deemed ineligible by the Agent in its sole discretion. View More