Eligible Receivables means Receivables arising in the ordinary course of Borrower's business from the sale of goods or rendition of services, which Silicon, in its 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") 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 or outstanding for more than 30 days from its due date, (ii) the Receivable must not represent progress xxxxxxxx, 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 Adjusted Quick Ratio of greater than or equal to 1.85 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, 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 (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) provided, however, in the event Borrower maintains a quarterly Adjusted Quick Ratio of greater than or equal to 1.85 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, (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 and (x) credit balance over ninety (90) days from invoice date or thirty days from due date. Receivables owing from one Account Debtor will not be deemed Eligible Receivables to the extent they exceed 25% (33% with respect to Xxxxxx Micro, Inc. in the event Borrower maintains a quarterly Adjusted Quick Ratio of greater than or equal to 1.85 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."