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.
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Eligible Accounts.
Means means Accounts
and General Intangibles of Borrower arising in the ordinary course of Borrower's business from the sale of goods
by Borrower or the rendition of
services, services by Borrower, or the non-exclusive licensing of Intellectual
Property, which Property by Borrower (as a licensor), that 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 requirements set forth in the remainder of this definition (the "Minimum Eligibility Requirements") are the -14- SILICON VALLEY BANK LOAN AND SECURITY AGREEMENT minimum requirements for a an 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 or services purchased by Borrower, or third-party intellectual property licensed by Borrower (as licensee) 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). Debtor), (x) the Account must not be owing from a Dot Com Account Debtor unless and to the extent specifically approved by Silicon, (xi) * the Account must not be owing by an Account Debtor as to whom Borrower has recognized or can recognize deferred revenue, unless and in which case the portion of such Account that is equal to such deferred revenue amount shall be ineligible under this clause (xi), (xii) the Account must have been billed to the Account Debtor, (xiii) the Account conforms in all respects to the warranties and representations set forth in this Agreement, and (xiv) the Account is at all times subject to Silicon's duly perfected, first priority security interest. 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 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. * ACCOUNTS WITH THE POTENTIAL FOR DEFERRED REVENUE OFFSET, IN BANK'S GOOD FAITH BUSINESS JUDGMENT, WILL BE EXCLUDED FROM ELIGIBLE ACCOUNTS UNDER THIS CLAUSE (xi) ** (OR, WITH RESPECT TO ANY PARTICULAR ACCOUNT DEBTOR, SUCH HIGHER PERCENTAGE, IF ANY, THAT SILICON MAY FROM TIME TO TIME APPROVE IN ITS GOOD FAITH BUSINESS JUDGMENT) *** AT LEAST 15 DAYS' PRIOR
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Eligible Accounts.
Means 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 90 120 days from its invoice date (the "Eligibility Period"), (ii) the Account must not represent progress billings, billings (for the purposes hereof, invoices that are distributed with respect to work that has been performed and earned pertaining to clinical research services shall not be deemed progress billings hereunder), 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), Account) provided that in such case all Accounts owing from any such Account Debtor will be deemed not eligible, in the aggregate, only to the extent of any such dispute(s), (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 -9- Silicon Valley BankLoan and Security Agreement any insolvency or bankruptcy proceeding, or whose financial condition is not acceptable to Silicon, Silicon in its good faith business judgment, or which, which fails or goes out of a material portion of its business, business from which the Account arose, (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 other than with respect to Deferred Revenue (as defined below) 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). Debtor) and (x) the Account must not represent a credit balance outstanding more than 120 days. The aggregate amount of Eligible Accounts shall be reduced by an amount equal to forty percent (40%) of the amount of Deferred Revenue set forth in the most recent Deferred Revenue Report, provided that if an audit of Borrower shows the actual percentage amount of Deferred Revenue which is subject to offset against Accounts owing from Account Debtors (calculated on a per Account Debtor basis) is different from the percentage of Deferred Revenue then being used to calculate the reduction of the aggregate amount of Eligible Receivables pursuant to this sentence, such differing percentage shall as of such time be used in such calculation. 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. For the purposes hereof, the term "Deferred Revenue" shall mean all amounts received or invoiced, as appropriate, in advance of performance under contracts and not yet recognized as revenue.
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Eligible Accounts.
Means 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. borrowing and which constitutes "Eligible Export-Related Accounts Receivable" (as defined in the Exim Borrower Agreement referred to in the Schedule). 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 on terms of more than net 90 days from its invoice date and must not be outstanding for more than 60 days past its due date as set forth in the applicable invoice (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), conditional) other than for potential customary and ordinary course returns arising from Borrower's product warranties, (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), [intentionally omitted], (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. outstanding (except that, in the case of Nihon Kohden, said percentage shall be 75%). 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.
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Eligible Accounts.
Means Accounts and General Intangibles arising in the ordinary course of Borrower's business from the sale of goods or the
rendition rendering of services, or the non-exclusive licensing of Intellectual Property, which
Silicon, the Bank in its good faith business
judgment, 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 the Bank's good faith business judgment, the following
are the... minimum requirements (the "Minimum Eligibility Requirements") are the minimum requirements for a an Account to be an Eligible Account: (i) the (a) The Account must not be outstanding for more than 90 days from its invoice date (the "Eligibility Period"), (ii) the Period"). (b) The Account must not represent progress billings, or be due under a fulfillment or requirements contract with the Account Debtor, (iii) the Debtor. (c) 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 conditional, or which constitute or evidence deferred revenue). (d) 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). (e) The Account must not be owing from an Affiliate of Borrower, (vi) the Borrower. (f) 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, the Bank, or which, fails which fails, or goes out of which exits a material portion of its business, (vii) the business. (g) 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 the Bank's satisfaction, with the United States Assignment of Claims Act), (viii) the Act). (h) The Account must not be owing from an Account Debtor located outside the United States or Canada (unless pre-approved approved by Silicon the Bank in its discretion in writing, or backed by a letter of credit satisfactory to Silicon, the Bank, or FCIA insured FCIA-insured in a manner satisfactory to Silicon), (ix) the Bank). (i) 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). 13 SILICON VALLEY BANK LOAN AND SECURITY AGREEMENT (j) 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 outstanding, unless approved by the Bank in writing in its discretion. (k) 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 Eligible Accounts, then all Accounts owing from that Account Debtor will be deemed ineligible for borrowing. Silicon not to be Eligible Accounts. The Bank may, from time to time, time in its good faith business judgment, Permitted Discretion, revise the Minimum Eligibility Requirements, Requirements upon written notice to Borrower.
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Eligible Accounts.
Means 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,
or the exclusive licensing of Intellectual Property to Teltronics, Inc. and King Technologies, Inc. up to $500,000 in the aggregate, 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 an Account to be an Eligible Account: (i) (a) the Account must not be outstanding for more than 90 ninety (90) days from its invoice date (the "Eligibility Period"), (ii) Period"); (b) the Account must not represent progress billings, or be due under a fulfillment or requirements contract with the Account Debtor, (iii) Debtor; (c) the Account must not be subject to any -13- Silicon Valley Bank Loan and Security Agreement 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) conditional); (d) 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) Account); (e) the Account must not be owing from an Affiliate of Borrower, (vi) Borrower; (f) 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) business; (g) 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) Act); (h) 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) Silicon); and (i) 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% seventy-five percent (25%) of the total Accounts outstanding. outstanding in the case of Account Debtors other than Graybar Electric Company, Inc. ("Graybar Electric"), or exceed forty percent (40%) of the total Accounts outstanding in the case of Accounts where Graybar Electric is the Account Debtor. In addition, if more than 50% fifty (50%) of the Accounts owing from an Account Debtor other than Graybar Electric, or if more than twenty-five percent (25%) of the Accounts where Graybar Electric is the Account Debtor, are outstanding for a period longer than their Eligibility Period (without regard to unapplied credits) or are otherwise not eligible 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.
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Eligible Accounts.
Means 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 credit balances, 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 Canada, except for (A) Accounts owing from D-Link, Intel and Sony which do not total more than 50% of total Eligible Accounts, and (B) Accounts pre-approved by Silicon in its discretion in writing, or which Silicon will consider on a case by case basis, and (C) Accounts backed by a letter of credit satisfactory to Silicon and advised through Silicon, or FCIA insured satisfactory to Silicon), Silicon and naming Silicon as beneficiary), (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). Debtor), (x) while the Asset-Based Terms are in effect, the Account will not be deemed Eligible to the extent of any deferred revenue which represents a potential offset to the Account. Accounts owing from one Account Debtor will not be deemed Eligible Accounts to the extent they exceed 25% of the total Accounts outstanding. outstanding, provided that in the case of Accounts owing from D-Link (and other Account Debtors approved for a higher percentage by Silicon, in writing, on a case by case basis in its good faith business judgment) said percentage shall be 35%. 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.
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