THE ACCOUNTS FROM THE ACCOUNT
DEBTOR DO NOT QUALIFY AS ELIGIBLE ACCOUNTS HEREUNDER (UNLESS THE FAILURE TO
QUALIFY IS SOLELY BECAUSE OF CLAUSE (P) IMMEDIATELY FOLLOWING), NONE OF SUCH
ACCOUNT DEBTOR'S ACCOUNTS QUALIFY AS ELIGIBLE ACCOUNTS;
(P)
TO THE EXTENT THAT THE TOTAL ELIGIBLE ACCOUNTS OF (I) ANY ACCOUNT
DEBTOR OTHER THAN INTEL REPRESENT MORE THAN TEN PERCENT (10%) OF THE ELIGIBLE
ACCOUNTS OF BORROWER AT ANY TIME, OR (II) INTEL REPRESENT MORE THAN TWENTY-FIVE
PERCENT (25%) OF THE ELIGIBLE ACCOUNTS OF BORROWER AT ANY TIME, SUCH EXCESS
SHALL BE DEEMED TO NOT QUALIFY AS ELIGIBLE ACCOUNTS; AND
(Q)
AGENT HAS NOT DEEMED SUCH ACCOUNT INELIGIBLE BECAUSE OF UNCERTAINTY
ABOUT THE CREDITWORTHINESS OF THE ACCOUNT DEBTOR OR BECAUSE AGENT OTHERWISE
CONSIDERS THE COLLATERAL VALUE THEREOF TO AGENT TO BE IMPAIRED OR ITS ABILITY TO
REALIZE SUCH VALUE TO BE INSECURE.
In the event of any dispute under the foregoing criteria about whether an
Account is or has ceased to be an Eligible Account, the decision of Agent, to be
made in Agent's discretion, shall control.
"ELIGIBLE ASSIGNEE" MEANS (I) A LENDER (OR ANY OTHER PERSON THAT HAS A
RELATIONSHIP WITH THE APPLICABLE LENDER WHEREBY LENDER DIRECTLY OR INDIRECTLY
CONTROLS OR IS CONTROLLED BY OR IS UNDER COMMON CONTROL WITH SUCH OTHER
PERSONS); (II) A COMMERCIAL BANK ORGANIZED UNDER THE LAWS OF THE UNITED STATES,
OR ANY STATE THEREOF, AND HAVING COMBINED CAPITAL AND SURPLUS OF AT LEAST
$250,000,000.00; (III) A SAVINGS AND LOAN ASSOCIATION OR SAVINGS BANK ORGANIZED
UNDER THE LAWS OF THE UNITED STATES, OR ANY STATE THEREOF, AND HAVING COMBINED
CAPITAL AND SURPLUS OF AT LEAST $250,000,000.00; (IV) A FINANCE COMPANY,
INSURANCE COMPANY OR OTHER FINANCIAL INSTITUTION OR FUND (WHETHER A CORPORATION,
PARTNERSHIP, TRUST OR OTHER ENTITY) ORGANIZED UNDER THE LAWS OF THE UNITED
STATES, OR ANY STATE THEREOF, THAT IS ENGAGED IN MAKING, PURCHASING OR OTHERWISE
INVESTING
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IN COMMERCIAL LOANS IN THE ORDINARY COURSE OF ITS BUSINESS AND HAVING COMBINED
CAPITAL AND SURPLUS OF AT LEAST $250,000,000.00; AND (V) ANY OTHER PERSON
APPROVED BY AGENT AND BORROWER, SUCH APPROVAL NOT TO BE UNREASONABLY WITHHELD OR
DELAYED PROVIDED THAT BORROWER'S CONSENT SHALL NOT BE REQUIRED DURING THE
CONTINUANCE OF ANY DEFAULT); PROVIDED, HOWEVER, THAT IN NO EVENT SHALL ANY
PERSON CONSTITUTE AN ELIGIBLE ASSIGNEE IF AN ASSIGNMENT TO SUCH PERSON IS
PROHIBITED BY APPLICABLE LAWS.
"ELIGIBLE INVENTORY" MEANS THE INVENTORY OF BORROWER WHICH IS EITHER RAW
MATERIALS, FINISHED GOODS OR WORK IN PROCESS, VALUED AT THE LESSER OF COST (AS
ESTABLISHED ON THE FIFO METHOD OF ACCOUNTING) OR FAIR MARKET VALUE, PROVIDED,
HOWEVER, THAT AGENT MAY CONSIDER ANY OF THE FOLLOWING CLASSES OF INVENTORY NOT
TO BE ELIGIBLE INVENTORY:
(A)
INVENTORY WHICH IS NOT PART OF THE COLLATERAL, OR WHICH IS PART OF
THE COLLATERAL BUT WITH RESPECT TO WHICH COLLATERAL AGENT'S LIEN HAS NOT BEEN
PERFECTED IN ACCORDANCE WITH APPLICABLE LAWS.
(B)
INVENTORY WITH RESPECT TO WHICH ANY REPRESENTATION OR WARRANTY
CONTAINED IN ANY OF THE LOAN DOCUMENTS HAS BEEN BREACHED.
(C)
INVENTORY CONSISTING OF