(3) Acquired Accounts payable by a BSD Account Debtor if fifty percent
(50%) or more of the aggregate outstanding balance of all such Acquired Accounts
and Accounts payable by such same account debtor remain unpaid for more than
ninety (90) days from the date of invoice;
(4) Acquired Accounts payable by a BSD Account Debtor that is an
Affiliate of any Loan Party or BSD, or an officer, employee, agent, guarantor,
stockholder of Loan Party or an Affiliate of any Loan Party or BSD, or is
related to or has common shareholders, officers or directors with any Loan
Party;
(5) Acquired Accounts arising from consignment sales;
(6) Except for state, local and United States government institutions
and public educational institutions, Acquired Accounts with respect to which the
payment by the BSD Account Debtor is or may be conditional;
(7) Except for state, local and United States government institutions
and public educational institutions, Accounts with respect to which:
(i) the BSD Account Debtor is not a commercial entity, or
(ii) the BSD Account Debtor is not a resident of the United
States;
(8) Acquired Accounts payable by any BSD Account Debtor to which any
Loan Party or BSD is or shall become liable for goods sold or services rendered
by such BSD Account Debtor to any Loan Party or BSD, except for BSD Acquired
Accounts payable by IBM provided that IBM Credit has received evidence
satisfactory to it that IBM has waived in writing its right to setoff such
amounts owed to Borrower or BSD with any amount Borrower or BSD may owe to IBM;
(9) Acquired Accounts arising from the sale or lease of goods purchased
for a personal, family or household purpose;
(10) Acquired Accounts arising from the sale or other disposition of
goods that have been used for demonstration purposes or loaned or leased by the
Borrower or BSD to another party;
(11) Acquired Accounts which are progress payment accounts or contra
accounts;
(12) Acquired Accounts upon which IBM Credit does not have a valid,
perfected, first priority security interest;
(13) Acquired Accounts payable by an BSD Account Debtor that any Loan
Party knows is subject to proceedings under United States Bankruptcy Law or
other law for the relief of debtors;
(14) Acquired Accounts that are not payable in US dollars;
(15) Acquired Accounts payable by any BSD Account Debtor that is a
remarketer of computer hardware and software products and whose purchases of
such products from Borrower or BSD have been financed by another person, other
than IBM Credit, who pays the proceeds of such financing directly to Borrower or
BSD on behalf of such debtor ("Third Party Financer") unless (i) such Third
Party Financer does not have a separate financing relationship with Borrower or
BSD or (ii) such Third Party Financer has a separate financing relationship with
Borrower and has waived its right to set off its obligations to Borrower or BSD;
(16) Acquired Accounts arising from the sale or lease of goods which
are billed to any BSD Account Debtor but have not yet been shipped by Borrower
or PFS or BSD;
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