Eligible Accounts

Eligible Accounts. Means, at any time, all of the Borrower's Accounts in which the Bank has a first priority perfected continuing security interest and which are earned and invoiced within thirty (30) days of being earned and which contain selling terms and conditions acceptable to the Bank, are payable on ordinary trade terms, and are not evidenced by a promissory note, other instrument or chattel paper.

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) * , (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 -10- AMENDED AND RESTATED SILICON VALLEY BANK LOAN AND SECURITY AGREEMENT States or Canada (unless it is 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, or the subject of credit insurance under a credit insurance policy which is in form and substance acceptable to Silicon in its good faith business judgment, under which Silicon is the exclusive loss payee, and which is issued by an insurance company which is, and continues to be, acceptable to Silicon in its good faith business judgment and which has a claims and payment history acceptable to Silicon in its good faith business judgment (the "Foreign Credit Insurance Policy")), (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. As to any Foreign Credit Insurance Policy, the following provisions shall apply: (a) Borrower agrees to comply with all requirements of the Foreign Credit Insurance Policy, to provide Silicon with copies of all claims thereunder and all reports made to the insurance company, to make timely claims thereunder in the event of any loss covered by such insurance, and to keep said insurance in full force and effect so long as any Accounts subject thereto are outstanding. (b) To the extent Accounts owing from an Account Debtor exceed any limits set forth in the Foreign Credit Insurance Policy, they shall not be deemed to be Eligible Accounts, and to the extent total Accounts insured under the Foreign Credit Insurance Policy exceed the policy limit of the Foreign Credit Insurance Policy, they shall not be deemed Eligible Accounts. (c) Borrower shall assure that the terms of sale, products sold, and all other aspects of sales to Account Debtors named in the Foreign Credit Insurance Policy shall comply in all respects with the terms and requirements of the Foreign Credit Insurance Policy. (d) Silicon may, in its good faith business judgment, establish Reserves with respect to Accounts insured under the Foreign Credit Insurance Policy to take into account deductibles, co-insurance, other provisions of the Foreign Credit Insurance Policy, and other factors and risks relating to the Accounts. + ; PROVIDED, HOWEVER, THAT THE ELIGIBILITY PERIOD FOR ANY ACCOUNT OWING BY THE ACCOUNT DEBTOR KNOWN AS IMATION SHALL BE 45 DAYS FROM ITS INVOICE DATE; *THE ACCOUNT DEBTOR WITH RESPECT TO SUCH ACCOUNT MUST NOT HAVE ASSERTED A DISPUTE WITH RESPECT TO SUCH ACCOUNT ++ (OR, IN THE CASE OF THE ACCOUNT DEBTOR KNOWN AS TECH DATA, 30%; OR, IN THE CASE OF THE ACCOUNT DEBTOR KNOWN AS INGRAM, 30%) **UNLESS SILICON, IN ITS SOLE DISCRETION, AGREES IN WRITING TO A HIGHER NUMBER FOR PARTICULAR ACCOUNT DEBTORS +++ OTHER THAN TECH DATA OR INGRAM OR IMATION (OR IF MORE THAN 35% OF THE ACCOUNTS OWING FROM THE ACCOUNT DEBTOR KNOWN AS TECH DATA, OR IF MORE THAN 35% OF THE ACCOUNTS OWING FROM THE ACCOUNT DEBTOR KNOWN AS INGRAM, OR IF MORE THAN 35% OF THE ACCOUNTS OWING FROM THE ACCOUNT DEBTOR KNOWN AS IMATION) View More

Eligible Accounts. Means all unpaid Accounts, net of any credits, except the following shall not in any event be deemed Eligible Accounts: (xii) Accounts owed by an account debtor, other than the U.S. Department of Defense (U.S. Department of Navy, U.S. Marine Corp., Defense Logistic Agency, etc.) and All Points Logistics, regardless of whether otherwise eligible, to the extent that the aggregate balance of such Accounts exceeds 15% of the aggregate of all Accounts; ... (xviv) Accounts owed by All Points Logistics, regardless of whether otherwise eligible, to the extent that the aggregate balance of such Accounts exceeds 20% of the aggregate amount of all Accounts. View More

Eligible Accounts. Is hereby amended by deleting the phrase "Affiliate of Borrower" contained in clause (j) thereof and substituting "Affiliate of Borrower or any Familymeds Affiliate" therefor.

Eligible Accounts. (i) (A) That portion of Accounts, other than (I) during the period from September 26, 2006 to and including November 13, 2006, Accounts owed by Total Logistics and (II) Accounts owed to Southeastern, unpaid 90 days or more after the invoice date, (B) that portion of Accounts owed to Southeastern unpaid 14 days or more after the invoice date and (C) during the period from September 26, 2006 to and including November 13, 2006, that portion of Accounts owed by Total Logistics,... unpaid 120 days or more after the invoice date; View More

Eligible Accounts. (b) such Accounts are not unpaid more than ninety (90) days after date of original invoice provided, however, for those Account Debtors identified by the Borrower as of the date of the Third Amendment and other Account Debtors hereinafter designated by the Borrower for whom the Borrower and its Domestic Subsidiaries extend payment terms of ninety (90) days (the "Extended Account Debtors") on the basis of credit considerations they deem appropriate (subject to approval by the Administrative... Agent), the number of days shall be increased to one hundred twenty (120) days after date of original invoice with respect to the Accounts of such Extended Account Debtors; View More

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 Reseller in the ordinary course of Reseller's business and without any further obligation on the part of Reseller to service, repair, or maintain any such goods sold. (b) There are no conditions which must be satisfied before Reseller is entitled to receive payment of the Account.... Accounts arising from COD sales, consignments or guaranteed sales are not acceptable. (c) The debtor upon the Account does not claim any defense to payment of the Account, whether well founded or otherwise. (d) The Account arises out of a sale made or services performed outside of the United States or Canada (excluding the Province of Quebec) or that is owed by an account debtor located outside the United States or Canada (excluding the Province of Quebec), provided such Account is (i) supported by a letter of credit or other form of guaranty, security or credit support acceptable to CPC or (ii) otherwise acceptable to CPC in its sole discretion; (e) The account balance does not include the amount of any counterclaims or setoffs which have been or may be asserted against Reseller by the account debtor (including setoffs for any View More

Eligible Accounts. Means at any time, an amount equal to the aggregate net invoice or ledger amount owing on all trade accounts receivable of Borrower or the Guarantor, for goods sold or leased or services rendered in the ordinary course of business, in which the Lender has a perfected, first priority lien, after deducting (without duplication): (i) each such account that is unpaid sixty (60) days or more after the original invoice date thereof, (ii) the amount of all discounts, allowances, rebates, credits and... adjustments to such accounts, (iii) the amount of all contra accounts, setoffs, defenses or counterclaims asserted by or available to the account debtors, (iv) all accounts with respect to which goods are placed on consignment or subject to a guaranteed sale or other terms by reason of which payment by the account debtor may be conditional, (v) all accounts with respect to which Borrower or the Guarantor has furnished a payment and/or performance bond and that portion of any account for or representing retainage, if any, until all prerequisites to the immediate payment of retainage have been satisfied, (vi) all accounts owing by account debtors for which there has been instituted a proceeding in bankruptcy or reorganization under the United States Bankruptcy Code or other law, whether state or federal, now or hereafter existing for relief of debtors, (vii) all accounts SECOND AMENDED AND RESTATED LOAN AGREEMENT Rev. June ‘97 2 owing by any affiliates of Borrower, (viii) all accounts in which the account debtor is the United States or any department, agency or instrumentality of the United States, except to the extent an acknowledgment of assignment to Lender of such account in compliance with the Federal Assignment of Claims Act and other applicable laws has been received by Lender, (ix) all accounts due Borrower or the Guarantor by any account debtor whose principal place of business is located outside the United States of America and its territories, (x) all accounts subject to any provision prohibiting assignment or requiring notice of or consent to such assignment, and (xi) any other accounts deemed unacceptable by Lender in its sole and absolute discretion. View More

Eligible Accounts. At any time, all of the Borrower's Accounts which contain selling terms and conditions acceptable to the Bank, are payable on ordinary trade terms, and are not evidenced by a promissory note or chattel paper.

Eligible Accounts. The definition of "Eligible Accounts" in Section 1.42 of the Loan Agreement is hereby amended by deleting clause (b) of such definition in its entirety and replacing it with the following:"(b) such Accounts (other than Accounts owing by Whirlpool, U.S.A.) are not unpaid more than ninety (90) days after the date of the original invoice for them of more than sixty (60) days after the original due date for them and such Accounts owing by Whirlpool, U.S.A. are not unpaid more than one hundred... twenty (120) days after the date of the original invoice for them of more than ninety (90) days after the original due date for them;" View More