Eligible Billings. Means invoices sent to Borrower's customers 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. Without limiting the fact that the determination of which invoices are eligible for borrowing is a matter of PFG's good faith business judgment, the following (the "Minimum Eligibility Requirements") are the minimum requirements for an invoice to be an Eligible Billing: (i)
... the invoice must not be dated a date more than 90 days from the date an advance in respect of such invoice is requested by Borrower (the "Eligibility Period"), (ii) invoice must not be subject to any material contingencies, (iv) the invoice must not be owing from an Account Debtor with whom Borrower has any dispute (whether or not relating to the particular invoice), (v) the invoice must not be owing from an Affiliate of Borrower, -10- (vi) the invoice 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 PFG, or which, fails or goes out of a material portion of its business, (vii) the invoice must not be owing from the United States or any department, agency or instrumentality thereof (unless there has been compliance, to PFG's satisfaction, with the United States Assignment of Claims Act), and (viii) the invoice must not be owing from an Account Debtor to whom Borrower is liable for goods purchased from such Account Debtor or otherwise (but, in such case, the invoice will be deemed not eligible only to the extent of any amounts owed by Borrower to such Account Debtor).
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