Eligible Receivables.
Means means Receivables arising in the ordinary course of Borrower's business from the sale of goods or rendition of services, which
Silicon, Lender, in its sole judgment, shall deem eligible for borrowing, based on such considerations as
Silicon Lender may from time to time deem appropriate. Without limiting the fact that the determination of which Receivables are eligible for borrowing is a matter of
Silicon's Lender's discretion, the following (the
"MINIMUM ELIGIBILITY REQUIREMENTS") "Minimum Eligibility Requirements") are the minimum requirements for a Receivable to be an Eligible Receivable: (i) the Receivable must not be outstanding for more than 90 days from its invoice date, (ii) the Receivable must not represent progress billings, or be due under a fulfillment or requirements contract with the Account Debtor, (iii) the
7 Receivable must not be subject to any contingencies (including Receivables arising from sales on consignment, guaranteed sale or other terms pursuant to which payment by the Account Debtor may be conditional), (iv) the Receivable must not be owing from an Account Debtor with whom the Borrower has any dispute (whether or not relating to the particular Receivable), (v) the Receivable must not be owing from an Affiliate of Borrower, (vi) the Receivable 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, Lender, or which, fails or goes out of a material portion of its business, (vii)
the Receivable 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 Receivable must not be owing from an Account Debtor located outside the United States or Canada (unless pre-approved by
Silicon Lender in its discretion in writing, or backed by a letter of credit satisfactory to
Silicon, Lender, or
FCIA FICA insured satisfactory to
Silicon), Lender), (ix) the Receivable 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.
Receivables owing from one Account Debtor will not be deemed Eligible Receivables to the extent they exceed 25% of the total Receivables outstanding. In addition, if more than 50% of the Receivables owing from an Account Debtor are outstanding more than 90 days from their invoice date (without regard to unapplied credits) or are otherwise not eligible Receivables, then all Receivables owing from that Account Debtor will be deemed ineligible for borrowing. Silicon Lender may, from time to time, in its discretion, revise the Minimum Eligibility
Requirements, requirements, upon written notice to the Borrower.
Notwithstanding the foregoing, Lender shall have the right, from time to time and in its sole and absolute discretion, to waive one or more of the foregoing requirements without creating any express or implied obligation to accept Receivables not satisfying the Minimum Eligibility Requirements as Eligible Receivables in the future.
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Eligible Receivables.
Means means Receivables arising in the ordinary course of Borrower's business from the sale of goods or rendition of services, which Silicon, in its sole judgment, shall deem eligible for borrowing, based on such considerations as Silicon may from time to time deem appropriate. Without limiting the fact that the determination of which Receivables are eligible for borrowing is a matter of Silicon's discretion, the following (the
"MINIMUM ELIGIBILITY REQUIREMENTS") "Minimum Eligibility... Requirements") are the minimum requirements for a Receivable to be an Eligible Receivable: (i) the Receivable must not be outstanding for more than 90 days from its invoice date, date *, (ii) the Receivable must not represent progress billings, or be due under a fulfillment or requirements contract with the Account Debtor, (iii) the Receivable must not be subject to any contingencies (including Receivables arising from sales on consignment, guaranteed sale or other terms pursuant to which payment by the Account Debtor may be conditional), (iv) the Receivable must not be owing from an Account Debtor with whom the Borrower has any dispute (whether or not relating to the particular Receivable), (v) the Receivable must not be owing from an Affiliate of -9- SILICON VALLEY BANK LOAN AND SECURITY AGREEMENT - -------------------------------------------------------------------------------- Borrower, (vi) the Receivable 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 Receivable 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 Receivable 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), Silicon) **, (ix) the Receivable 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. otherwise ***. Receivables owing from one Account Debtor will not be deemed Eligible Receivables to the extent they exceed 25% of the total Receivables outstanding. In addition, if more than 50% of the Receivables owing from an Account Debtor are outstanding more than 90 days from their invoice date (without regard to unapplied credits) or are otherwise not eligible Receivables, then all Receivables owing from that Account Debtor will be deemed ineligible for borrowing. Silicon may, from time to time, in its discretion, ****, revise the Minimum Eligibility Requirements, upon written notice to the Borrower. *PROVIDED THAT, RECEIVABLES ON WHICH BORROWER OFFERS EXTENDED TERMS OF UP TO 120 DAYS FROM INVOICE DATE IN THE ORDINARY COURSE OF BUSINESS ("EXTENDED TERM RECEIVABLES), MAY BE ELIGIBLE RECEIVABLES IF THEY ARE OUTSTANDING LESS THAN 120 DAYS FROM THEIR INVOICE DATE, BUT SUCH EXTENDED TERM RECEIVABLES OUTSTANDING MORE THAN 90 AND LESS THAN 120 DAYS FROM THEIR INVOICE DATE SHALL NOT CONSTITUTE MORE THAN 20% OF TOTAL ELIGIBLE RECEIVABLES, AND TO THE EXTENT THEY DO CONSTITUTE MORE THAN 20% OF TOTAL ELIGIBLE RECEIVABLES THEY SHALL NOT BE DEEMED ELIGIBLE RECEIVABLES ** EXCEPT THAT RECEIVABLES OWING FROM AN ACCOUNT DEBTOR LOCATED OUTSIDE THE UNITED STATES OR CANADA WHICH ARE BILLED FROM, AND COLLECTED IN, THE UNITED STATES, MAY BE ELIGIBLE RECEIVABLES, PROVIDED THAT THE AMOUNT OF SUCH RECEIVABLES WHICH ARE ELIGIBLE RECEIVABLES SHALL NOT EXCEED 20% OF TOTAL ELIGIBLE RECEIVABLES ***, AND (x) THE RECEIVABLE MUST NOT BE OWING FROM AN INTERNET OR "DOT COM" COMPANY, AS DETERMINED BY SILICON IN ITS GOOD FAITH BUSINESS JUDGMENT ****GOOD FAITH BUSINESS JUDGMENT
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Eligible Receivables.
Means means Receivables arising in the ordinary course of Borrower's business from the sale of goods or rendition of services, which Silicon, in its sole judgment, shall deem eligible for borrowing, based on such considerations as Silicon may from time to time deem
appropriate. appropriate*. Without limiting the fact that the determination of which Receivables are eligible for borrowing is a matter of Silicon's discretion, the following (the
"MINIMUM ELIGIBILITY REQUIREMENTS") "Minimum... Eligibility Requirements") are the minimum requirements for a Receivable to be an Eligible Receivable: (i) the Receivable must not be outstanding for more than 90 days from its invoice date, (i)*, (ii) the Receivable must not represent progress billings, or be due under a fulfillment or requirements contract with the Account Debtor, (iii) the Receivable must not be subject to any contingencies (including Receivables arising from sales on consignment, guaranteed sale or other terms pursuant to which payment by the Account Debtor may be conditional), (iv) the Receivable must not be owing from an Account Debtor with whom the Borrower has any dispute -9- (whether or not relating to the particular Receivable), (v) the Receivable must not be owing from an Affiliate of Borrower, (vi) the Receivable 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 Receivable 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 Receivable 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), (viii), (ix) the Receivable 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. otherwise ***. Receivables owing from one Account Debtor will not be deemed Eligible Receivables to the extent they exceed 25% of the total Receivables outstanding. In addition, if more than 50% of the Receivables owing from an Account Debtor are outstanding more than 90 days from their invoice date (without regard to unapplied credits) or are otherwise not eligible Receivables, then all Receivables owing from that Account Debtor will be deemed ineligible for borrowing. Silicon may, from time to time, in its discretion, ****, revise the Minimum Eligibility Requirements, upon written notice to the Borrower. *AND WHICH CONSTITUTE "ELIGIBLE EXPORT-RELATED ACCOUNTS RECEIVABLE" (AS DEFINED IN THE EXIM BORROWER AGREEMENT REFERRED TO IN THE SCHEDULE) ** THE RECEIVABLE MUST NOT BE OUTSTANDING FOR MORE THAN 60 DAYS FROM ITS ORIGINAL DUE DATE, ***, AND (X) THE RECEIVABLE MUST NOT BE OWING FROM AN INTERNET OR "DOT COM" COMPANY, AS DETERMINED BY SILICON IN ITS GOOD FAITH BUSINESS JUDGMENT ****GOOD FAITH BUSINESS JUDGMENT
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Eligible Receivables.
Means means Receivables arising in the ordinary course of Borrower's business from the sale of goods or rendition of services, which Silicon, in its sole judgment, shall deem eligible for borrowing, based on such considerations as Silicon may from time to time deem appropriate. Without limiting the fact that the determination of which Receivables are eligible for borrowing is a matter of Silicon's discretion, the following (the
"MINIMUM ELIGIBILITY REQUIREMENTS") "Minimum Eligibility... Requirements") are the minimum requirements for a Receivable to be an Eligible Receivable: (i) the Receivable must not be outstanding for more than 90 days from its invoice date, (ii) the Receivable must not represent progress billings, or be due under a fulfillment or requirements contract with the Account Debtor, (iii) the Receivable must not be subject to any contingencies (including Receivables arising from sales on consignment, guaranteed sale or other terms pursuant to which payment by the Account Debtor may be conditional), (iv) the Receivable must not be owing from an Account Debtor with whom the Borrower has any dispute (whether or not relating to the particular Receivable), (v) the Receivable must not be owing from an Affiliate of Borrower, (vi) the Receivable 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 Receivable 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 Receivable 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 Receivable 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. Receivables owing from one Account Debtor will not be deemed Eligible Receivables to the extent they exceed 25% of the total eligible Receivables outstanding. In addition, (i) IF ANY SELLERS' ACCOUNT RECEIVABLE (AS DEFINED BELOW) OWING FROM AN ACCOUNT DEBTOR ARE MORE THAN 90 DAYS FROM THEIR INVOICE DATE (WITHOUT REGARD TO UNAPPLIED CREDITS), THEN ALL RECEIVABLES OWING FROM SUCH ACCOUNT DEBTOR WILL BE DEEMED INELIGIBLE FOR BORROWING, (ii) OTHERWISE, if more than 50% of the Receivables owing from an Account Debtor are outstanding more than 90 days from their invoice date (without regard to unapplied credits) or are otherwise not eligible Receivables, then all Receivables owing from that Account account Debtor will be deemed ineligible for borrowing. Silicon may, from time to time, in its discretion, revise the Minimum Eligibility Requirements, upon written notice to the Borrower. AS USED ABOVE, "SELLERS' ACCOUNTS RECEIVABLE" HAS THE MEANING SET FORTH IN SECTION 7.13 OF THE ACQUISITION AGREEMENT (AS DEFINED IN THE SCHEDULE). BORROWER SHALL PROVIDE SILICON WITH COPIES OF ALL WRITTEN REPORTS PROVIDED TO OR RECEIVED BY BORROWER UNDER SAID SECTION 7.13, AND BUYER SHALL CAUSE ALL SUMS TO BE REMITTED TO BORROWER UNDER SAID SECTION 7.13 TO BE REMITTED DIRECTLY TO THE CASH COLLATERAL ACCOUNT MAINTAINED WITH RESPECT TO BORROWER AT SILICON.
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Eligible Receivables.
Means means Receivables arising in the ordinary course of Borrower's business from the sale of goods or rendition of services, which Silicon, in its sole judgment, shall deem eligible for borrowing, based on such considerations as Silicon may from time to time deem appropriate. Without limiting the fact that the determination of which Receivables are eligible for borrowing is a matter of Silicon's discretion, the following (the
"MINIMUM ELIGIBILITY REQUIREMENTS") "Minimum Eligibility... Requirements") are the minimum requirements for a Receivable to be an Eligible Receivable: (i) the Receivable must not be outstanding for more than 90 days from its invoice date, (ii) the Receivable must not represent progress billings, or be due under a fulfillment or requirements contract with the Account Debtor, (iii) the Receivable must not be subject to any contingencies (including Receivables arising from sales on consignment, guaranteed sale or other terms pursuant to which payment by the Account Debtor may be conditional), conditional)*, (iv) the Receivable must not be owing from an Account Debtor with whom the Borrower has any dispute (whether or not relating to the particular Receivable), (v) the Receivable must not be owing from an Affiliate of Borrower, (vi) the Receivable 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 Receivable 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 Receivable 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 Receivable 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. Receivables owing from one Account Debtor will not be deemed Eligible Receivables to the extent they exceed 25% of the total Receivables outstanding. outstanding**. In addition, if more than 50% of the Receivables owing from an Account Debtor are outstanding more than 90 days from their invoice date (without regard to unapplied credits) or are otherwise not eligible Receivables, then all Receivables owing from that Account Debtor will be deemed ineligible for borrowing. Silicon may, from time to time, in its discretion, revise the Minimum Eligibility Requirements, upon written notice to the Borrower. * OTHER THAN A SALE CONTINGENT ON THE SUBJECT GOODS CONFORMING WITH BORROWER'S NORMAL PERFORMANCE CRITERIA (BUT A RECEIVABLE SHALL NOT BE AN ELIGIBLE RECEIVABLE IF THE SALE OF GOODS GIVING RISE THERETO DOES NOT CONFORM WITH BORROWER'S NORMAL PERFORMANCE CRITERIA) **PROVIDED THAT SAID PERCENTAGE SHALL BE 60% FROM THE FOLLOWING CUSTOMERS: THOMSON MICRO, SAMSUNG AMERICA, IBM, AMD, MICRON, AND READ RITE; PROVIDED, FURTHER, THAT SUCH PERCENTAGE IS SUBJECT TO ADJUSTMENT BY SILICON AFTER EACH INSPECTION OR AUDIT CONDUCTED BY SILICON OR ITS AGENTS AS PROVIDED FOR HEREIN
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Eligible Receivables.
Means means Receivables arising in the ordinary course of
-------------------- Borrower's business from the sale of goods or rendition of services, which Silicon, in its sole judgment, shall deem eligible for borrowing, based on such considerations as Silicon may from time to time deem
appropriate. appropriate*. Without limiting the fact that the determination of which Receivables are eligible for borrowing is a matter of Silicon's discretion, the following (the
"MINIMUM ELIGIBILITY... REQUIREMENTS") "Minimum ------- Eligibility Requirements") are the minimum requirements for a Receivable to be - ------------------------- an Eligible Receivable: (i) the Receivable must not be outstanding for more than 90 120 days from its invoice date, (ii) the Receivable must not represent progress billings, or be due under a fulfillment or requirements contract with the Account Debtor, (iii) the Receivable must not be subject to any contingencies (including Receivables arising from sales on consignment, guaranteed sale or other terms pursuant to which payment by the Account Debtor may be conditional), conditional)***, (iv) the Receivable must not be owing from an Account Debtor with whom the Borrower has any dispute (whether or not relating to the particular Receivable), (v) the Receivable must not be owing from an Affiliate of Borrower, (vi) the Receivable 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 Receivable 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 Receivable 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 Receivable 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. Receivables owing from one Account Debtor will not be deemed Eligible Receivables to the extent they exceed 25% of the total Receivables outstanding. outstanding**. In addition, if more than 50% of the Receivables owing from an Account Debtor are outstanding more than 90 120 days from their invoice date (without regard to unapplied credits) or are otherwise not eligible Receivables, then all Receivables owing from that 91 Account Debtor will be deemed ineligible for borrowing. Silicon may, from time to time, in its discretion, revise the Minimum Eligibility Requirements, upon written notice to the Borrower. *AND WHICH CONSTITUTE "ELIGIBLE EXPORT-RELATED ACCOUNTS RECEIVABLE" (AS DEFINED IN THE EXIM BORROWER AGREEMENT REFERRED TO IN THE SCHEDULE). **PROVIDED THAT SAID PERCENTAGE SHALL BE 60% FROM THE FOLLOWING CUSTOMERS: SCS TAIWAN, SAMSUNG, ST MICRO, INFINEON, FOREIGN LOCATIONS OF IBM, AND FOREIGN LOCATIONS OF INTEL; PROVIDED, FURTHER, THAT SUCH PERCENTAGE IS SUBJECT TO ADJUSTMENT BY SILICON AFTER EACH INSPECTION OR AUDIT CONDUCTED BY SILICON OR ITS AGENTS AS PROVIDED FOR HEREIN *** OTHER THAN A SALE CONTINGENT ON THE SUBJECT GOODS CONFORMING WITH BORROWER'S NORMAL PERFORMANCE CRITERIA (BUT A RECEIVABLE SHALL NOT BE AN ELIGIBLE RECEIVABLE IF THE SALE OF GOODS GIVING RISE THERETO DOES NOT CONFORM WITH BORROWER'S NORMAL PERFORMANCE CRITERIA)
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Eligible Receivables.
Means means Receivables arising in the ordinary course of
-------------------- Borrower's business from the sale of goods or rendition of services, which Silicon, in its sole judgment, shall deem eligible for borrowing, based on such considerations as Silicon may from time to time deem appropriate. Without limiting the fact that the determination of which Receivables are eligible for borrowing is a matter of Silicon's discretion, the following (the
"MINIMUM ELIGIBILITY REQUIREMENTS") "Minimum... ------- Eligibility Requirements") are the minimum requirements for a Receivable to be - ------------------------ an Eligible Receivable: (i) the Receivable must not be outstanding for more than 90 * days from its invoice date, (ii) the Receivable must not represent progress billings, or be due under a fulfillment or requirements contract with the Account Debtor, (iii) the Receivable must not be subject to any contingencies (including Receivables arising from sales on consignment, guaranteed sale or other terms pursuant to which payment by the Account Debtor may be conditional), conditional) **, (iv) the Receivable must not be owing from an Account Debtor with whom the Borrower has any dispute (whether or not relating to the particular Receivable), (v) the Receivable must not be owing from an Affiliate of Borrower, (vi) the Receivable 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 Receivable 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 Receivable 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 Receivable must not be owing from an Account Debtor to whom Borrower is or -11- may be liable for goods purchased from such Account Debtor or otherwise. otherwise ***. Receivables owing from one Account Debtor will not be deemed Eligible Receivables to the extent they exceed 25% of the total Receivables outstanding. In addition, if more than 50% of the Receivables owing from an Account Debtor are outstanding more than 90 * days from their invoice date (without regard to unapplied credits) or are otherwise not eligible Receivables, then all Receivables owing from that Account Debtor will be deemed ineligible for borrowing. Silicon may, from time to time, in its discretion, revise the Minimum Eligibility Requirements, upon written notice to Borrower. * 120 ** other than a sale contingent on the Borrower. subject goods conforming with Borrower's normal (non-customized) performance criteria *** unless and in which case the portion of such Receivable equal to the amounts owed to such Account Debtor shall be ineligible under this clause (ix), (x) the Receivable must not be owing from a Dot Com Account Debtor, (xi) the Receivable must not arise from the sale or license of Embedded Software either (A) in a transaction separate than the sale or other disposition of the goods in which the Embedded Software is embedded (the "Underlying Goods"), or (B) in the same transaction as the sale or other disposition of the Underlying Goods but the sale or license of the Embedded Software is billed, or accounted for within the same bill, by Borrower separately from the sale or other disposition of the Underlying Goods, and (xii) the Receivable 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 Receivable that is equal to the Applicable Deferred Revenue Percentage (as defined below) of such deferred revenue amount shall be ineligible under this clause (xii). For purposes of the foregoing clause (xii), the term "Applicable Deferred Revenue Percentage" means, as of any date of determination, (A) 65% so long as no Default or Event of Default has occurred and is continuing, and (B) 100% if a Default or Event of Default has occurred and is continuing
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Eligible Receivables.
Means means Receivables arising in the ordinary course of Borrower's business from the sale of goods or rendition of services, which Silicon, in its
sole commercially reasonably judgment, shall deem eligible for borrowing, based on such considerations as Silicon may from time to time deem appropriate. Without limiting the fact that the determination of which Receivables are eligible for borrowing is a matter of Silicon's discretion, the following (the "MINIMUM ELIGIBILITY REQUIREMENTS") are the
... minimum requirements for a Receivable to be an Eligible Receivable: (i) the Receivable must not be outstanding for more than 90 days from its invoice date, (ii) the Receivable must not represent progress billings, or be due under a fulfillment or requirements contract with the Account Debtor, (iii) the Receivable must not be subject to any contingencies (including Receivables arising from sales on consignment, guaranteed sale or other terms pursuant to which payment by the Account Debtor may be conditional), (iv) conditional, except as may otherwise be acceptable to Silicon in its commercially reasonable discretion), (iii) the Receivable must not be owing from an Account Debtor with whom the Borrower has any subject of a dispute (whether or not relating to the particular Receivable), (v) Receivable) and then shall be excluded only to the extent of such dispute, (iv) the Receivable must not be owing from an Affiliate of Borrower, (vi) (v) the Receivable must not be owing from an Account Debtor which is subject to any insolvency or bankruptcy proceeding, or whose financial condition is not reasonably acceptable to Silicon, or which, fails or goes out of a material portion of its business, (vii) (vi) the Receivable 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) (vii) the Receivable 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) and (viii) the Receivable 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. otherwise, but shall only be excluded up to the extent of the amount of such purchase. Receivables owing from one Account Debtor will not be deemed Eligible Receivables to the extent they exceed 25% of the total Receivables outstanding. In addition, if more than 50% of the Receivables owing from an Account Debtor are outstanding more than 90 days from their invoice date (without regard to unapplied credits) or are otherwise not eligible Receivables, credits), then all Receivables owing from that Account Debtor will be deemed ineligible for borrowing. In addition, Eligible Receivables will be further reduced by the Borrower's "gross-down" reserves, as adjusted monthly and as reflected on the Borrower's balance sheets. Silicon may, from 12 SILICON VALLEY BANK LOAN AND SECURITY AGREEMENT - -------------------------------------------------------------------------------- time to time, in its discretion, revise the Minimum Eligibility Requirements, upon 5 days prior written notice to the Borrower.
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Eligible Receivables.
Means means Receivables arising in the ordinary course of Borrower's business from the sale of goods or rendition of services, which Silicon, in its sole judgment, shall deem eligible for borrowing, based on such considerations as Silicon may from time to time deem appropriate. Without limiting the fact that the determination of which Receivables are eligible for borrowing is a matter of Silicon's discretion, the following (the
"MINIMUM ELIGIBILITY REQUIREMENTS") "Minimum Eligibility... Requirements") are the minimum requirements for a Receivable to be an Eligible Receivable: (i) the Receivable must not be outstanding for more than 90 days from its invoice date, (ii) the Receivable must not represent progress billings, or be due under a fulfillment or requirements contract with the Account Debtor, (iii) the Receivable must not be subject to any contingencies (including Receivables arising from sales on consignment, guaranteed sale or other terms pursuant to which payment by the Account Debtor may be conditional), (iv) the Receivable must not be owing from an Account Debtor with whom the Borrower has any dispute (whether or not relating to the particular Receivable), (v) the Receivable must not be owing from an Affiliate of Borrower, (vi) the Receivable 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 Receivable 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 Receivable 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), Silicon *), and (ix) the Receivable 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. otherwise **. Receivables owing from one Account Debtor will not be deemed Eligible Receivables to the extent they exceed 25% of the total Receivables outstanding. In addition, if more than 50% of the Receivables owing from an Account Debtor are outstanding more than 90 days from their invoice date (without regard to unapplied credits) or are otherwise not eligible Receivables, then all Receivables owing from that Account Debtor will be deemed ineligible for borrowing. Silicon may, from time to time, in its discretion, revise the Minimum Eligibility Requirements, upon written notice to Borrower. * ; without limiting the Borrower. generality of the foregoing, as to each of the foreign Account Debtors identified in the definition of Permitted Foreign Eligible Receivables, Receivables owing by such Account Debtor up to the respective maximum amount relating to such Account Debtor as identified in the definition of Permitted Foreign Eligible Receivables shall be deemed pre- approved by Silicon for purposes of this clause (viii) so long as such Receivables are backed by a letter of credit satisfactory to Silicon for such maximum amount or FCIA insured satisfactory to Silicon for such maximum amount ** ; and (x) (so long as any UCC-1 filings covering any property of Borrower are of record in favor of NTFC Capital Corporation) the Receivable must not constitute proceeds of any property sold, leased, licensed or sublicensed, or otherwise supplied by NTFC Capital Corporation to Borrower
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Eligible Receivables.
Means means Receivables arising in the ordinary course of Borrower's business from the sale of goods or rendition of services, which Silicon, in its
sole commercially reasonable judgment, shall deem eligible for borrowing, based on such considerations as Silicon may from time to time deem appropriate. Without limiting the fact that the determination of which Receivables are eligible for borrowing is a matter of Silicon's
commercially reasonable discretion, the following (the
"MINIMUM... ELIGIBILITY REQUIREMENTS") "Minimum Eligibility Requirements") are the minimum requirements for a Receivable to be an Eligible Receivable: (i) the Receivable must not be outstanding for more than 90 days from its invoice date, (ii) the Receivable must not represent progress billings, or be due under a fulfillment or requirements contract with any party other than Digital River, Inc. (or any successor agreed upon between Borrower and Silicon), or any other deferred revenue basis (provided, however, in the event Borrower maintains a quarterly Fixed Charge Coverage Ratio of greater than or equal to 1.50 to 1.00, any deferred revenue offset will not result in an exclusion of an otherwise Eligible Receivable) with the Account Debtor, (iii) the Receivable must not be subject to any contingencies (including Receivables arising from sales on consignment, guaranteed sale or other terms pursuant to which payment by the Account Debtor may be conditional), conditional, except as may otherwise be acceptable to Silicon in its discretion), (iv) the Receivable must not be owing from an Account Debtor with whom the Borrower has any material dispute (whether or not relating to the particular Receivable), (v) the Receivable must not be owing from an Affiliate of Borrower, (vi) the Receivable 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 Receivable 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 Receivable 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), Silicon) provided, however, in the event Borrower maintains a quarterly Fixed Charge Coverage Ratio of greater than or equal to 1.50 to 1.00, up to $2,000,000 of such foreign Receivables billed and collected from the United States will not be excluded if such Receivables otherwise constitute Eligible Receivables), and (ix) the Receivable 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. Receivables owing from one Account Debtor will not be deemed Eligible Receivables to the extent they exceed 25% (33% with respect to Ingram Micro, Inc. in the event Borrower maintains a quarterly Fixed Charge Coverage Ratio of greater than or equal to 1.50 to 1.00) of the total Receivables outstanding. In addition, if more than 50% of the Receivables owing from an Account Debtor are outstanding more than 90 days from their invoice date (without regard to unapplied credits) or are otherwise not eligible Receivables, then all Receivables owing from that Account Debtor will be deemed ineligible for borrowing. Silicon may, from time to time, in its discretion, revise the Minimum Eligibility Requirements, upon written notice to the Borrower.
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