Eligible Accounts. At any time, all of the Borrower's Accounts in which the Bank has a first priority continuing perfected Lien and which are earned, delivered or shipped and invoiced within thirty (30) days of being earned and which contain selling terms and conditions satisfactory to the Bank, and are not evidenced by a promissory note or 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. Eligible Accounts do not include Accounts: (1) which are not owned by the Borrower free and clear of all claims of Persons other than the Bank; (2) when the Account Debtor is an Affiliate of the Borrower or employee, officer, director, Equity Owner or agent of the Borrower; (3) when the Account Debtor is not a resident of the United States or Canada, or the account is not payable in U.S. Dollars; (4) subject to the U.S. Office of Foreign Asset Control Special Designated Nationals and Blocked Person's List, or when the Account Debtor is otherwise a Person with whom the Borrower or the Bank is prohibited from doing business by any applicable Legal Requirement; (5) when the Bank determines the creditworthiness, financial or business condition of the Account Debtor to be unsatisfactory, including but not limited to any bankrupt Account Debtor; (6) when the Account Debtor is the United States government or any department or agency of the United States (unless, with the Bank's consent, the Assignment of Claims Act has been fully complied with); (7) otherwise determined to be ineligible by the Bank; and (8) which have not been paid in full within ninety (90) days from the invoice date.View More
