Eligible Accounts Receivable means, as of any date of determination, and without duplication, the aggregate book value of all accounts receivable, receivables, and obligations for payment created or arising from the sale or shipment (if such shipment is pursuant to a purchase order to Varsity Spirit Corporation or All American Sports Corporation) of inventory or the rendering of services in the ordinary course of business (collectively, the "Receivables"), owned by or owing to the Credit Parties and in which the Lenders have a first priority perfected security interest, net of any service charges included in such aggregate value and sales adjustments consistent with a Credit Party's internal policies and in any event in accordance with GAAP, but excluding in any event (i) Receivables subject to any Lien, other than any Lien described in clauses (a) through (d) of the definition of Permitted Liens, (ii) Receivables which are (A) if owing to a Credit Party other than Varsity Spirit Corporation, more than 90 days past due and (B) if owing to Varsity Spirit Corporation, more than 120 days past due; it being understood that, for purposes of this clause (ii), any Receivables owing from schools which are stated to have a due date between April 1 and October 1 of any year shall be deemed to have a due date of October 1 of such year, and Receivables supported by a valid, existing and enforceable irrevocable letter of credit or performance bond acceptable to the Agents shall not be deemed to have a due date, (iii) Receivables evidenced by notes, chattel paper or other instruments, unless such notes, chattel paper or instruments have been delivered to and are in the possession of the Collateral Agent, (iv) Receivables owing by an account debtor which is subject to any bankruptcy or insolvency proceeding of any kind, (v) Receivables owing by an account debtor located outside of the United States or Canada (unless (A) payment for the goods shipped is secured by an irrevocable letter of credit or (B) export insurance is obtained, in each case in a form and from an institution acceptable to the Agents), (vi) Receivables which are contingent or subject to offset, deduction, counterclaim, dispute or other defense to payment, in each case to the extent of such offset, deduction, counterclaim, dispute or other defense, (vii) Receivables for which any direct or indirect Subsidiary of the Borrower or any Affiliate of the Borrower is the account debtor, (viii) Receivables representing a sale to the government of the United States of America or any subdivision thereof, but not including any state, county or municipal government as long as there are no restrictions as to the assignability or collection as to such Receivables, (ix) Receivables owing from any National Football League team subject to the Promotional Rights Agreement dated June 1, 1990 between Xxxxxxx, Inc. and NFL Properties, Inc. or any replacement or substitution agreement thereof or any similar agreement entered into by the Borrower or any of its Subsidiaries, (x) all Receivables from an account debtor who has more than 50% of its Receivables owing to the Credit Parties that are more than 90 days past due and (xi) Receivables which fail to meet such other specifications and requirements as may from time to time be established by the Agents in their reasonable discretion.