Common use of Eligible Accounts and Eligible Unbilled Accounts Clause in Contracts

Eligible Accounts and Eligible Unbilled Accounts. All of the Accounts owned by Borrowers and their Subsidiaries and reflected in the most recent Borrowing Base Certificate (to the extent required to be reflected pursuant to Section 6.01(e)) delivered by Borrowers to Administrative Agent shall be “Eligible Accounts” or, as applicable, “Eligible Unbilled Accounts” for purposes of this Agreement, except any Account to which any of the exclusionary criteria set forth below applies. Administrative Agent shall have the right, in its commercially reasonable judgment that there has been a material and adverse change from historical performance with respect to the value of Eligible Accounts and/or Eligible Unbilled Accounts, at any time either (a) an Event of Default has occurred and is then continuing and/or (b) Borrowing Availability is less than the Borrowing Base Adjustment Limit, to (i) establish, modify or eliminate Reserves against Eligible Accounts and/or Eligible Unbilled Accounts from time to time and/or (ii) adjust from time to time any of the criteria set forth below, establish new criteria and adjust advance rates with respect to Eligible Accounts and/or Eligible Unbilled Accounts, in each case effective on prior written notice delivered by Administrative Agent to the Borrowers, the effect of which, along with any other changes to Reserves, eligibility criteria, advance rates and the exercise of other Administrative Agent rights under this Section 2.15 and/or under Section 2.16, shall not reduce the Borrowing Base by an aggregate amount in excess of the Borrowing Base Adjustment Limit. Any exercise of rights by Administrative Agent pursuant to the immediately preceding sentence (x) shall be reversed, automatically and without further action by Administrative Agent, at such time that no Event of Default shall have occurred and remain continuing and Borrowing Availability, calculated without giving effect to any actions taken by Administrative Agent pursuant to the immediately preceding sentence, is greater than the Borrowing Base Adjustment Limit and (y) subject to the provisions of the immediately preceding clause (x), shall be subject to the approval of Supermajority Required Lenders in the case of adjustments, new criteria, changes in advance rates or the elimination of Reserves which have the effect of making more credit available.

Eligible Accounts and Eligible Unbilled Accounts. All of the Accounts owned by Borrowers Borrower and their its Subsidiaries and reflected in the most recent Borrowing Base Certificate (to the extent required to be reflected pursuant to Section 6.01(e)) delivered by Borrowers Borrower to Administrative Agent shall be “"Eligible Accounts” " or, as applicable, “"Eligible Unbilled Accounts” " for purposes of this Agreement, except any Account to which any of the exclusionary criteria set forth below applies. Administrative Agent shall have the right, in its commercially reasonable judgment that there has been a material and adverse change from historical performance with respect to the value of Eligible Accounts and/or Eligible Unbilled Accounts, at any time either (ax) an Event of Default has occurred and is then continuing and/or (by) Borrowing Availability is less than the Borrowing Base Adjustment Limit, to (i) establish, modify or eliminate Reserves against Eligible Accounts and/or Eligible Unbilled Accounts from time to time and/or (ii) adjust from time to time any of the criteria set forth below, establish new criteria and adjust advance rates with respect to Eligible Accounts and/or Eligible Unbilled Accounts, in each case effective on prior written notice delivered by Administrative Agent to the BorrowersBorrower, the effect of which, along with any other changes to Reserves, eligibility criteria, advance rates and the exercise of other Administrative Agent rights under this Section 2.15 1.6 and/or under Section 2.161.7, shall not reduce the Borrowing Base by an aggregate amount in excess of the Borrowing Base Adjustment Limit. Any exercise of rights by Administrative Agent pursuant to the immediately preceding sentence (xA) shall be reversed, automatically and without further action by Administrative Agent, at such time that no Event of Default shall have occurred and remain continuing and Borrowing Availability, calculated without giving effect to any actions taken by Administrative Agent pursuant to the immediately preceding sentence, is greater than the Borrowing Base Adjustment Limit and (yB) subject to the provisions of the immediately preceding clause (xA), shall be subject to the approval of Supermajority Required Lenders in the case of adjustments, new criteria, changes in advance rates or the elimination of Reserves which have the effect of making more credit available.. Eligible Accounts shall not include any Account of Borrower or any of its Subsidiaries:

Eligible Accounts and Eligible Unbilled Accounts. All of the Accounts owned by Borrowers and their Subsidiaries the Borrowing Base Parties and reflected in the most recent Borrowing Base Certificate (to the extent required to be reflected pursuant to Section 6.01(e)) delivered by Borrowers the Borrower to the Administrative Agent shall be “Eligible Accounts” or, as applicable, “Eligible Unbilled Accounts” for purposes of this Agreement, except any Account to which any of the exclusionary criteria set forth below applies. Administrative Agent shall have the right, in its commercially reasonable judgment that there has been a material and adverse change from historical performance with respect to the value of Eligible Accounts and/or Eligible Unbilled Accounts, at any time either (a) an Event of Default has occurred and is then continuing and/or (b) Borrowing Availability is less than the Borrowing Base Adjustment Limit, to (i) establish, modify or eliminate Reserves against Eligible Accounts and/or Eligible Unbilled Accounts from time to time and/or (ii) adjust from time to time any of the criteria set forth below, establish new criteria and adjust advance rates with respect to Eligible Accounts and/or Eligible Unbilled Accounts, in each case effective on prior written notice delivered by the Administrative Agent to the BorrowersBorrower, the effect of which, along with any other changes to Reserves, eligibility criteria, advance rates and the exercise of other Administrative Agent rights under this Section 2.15 and/or under Section 2.16, shall not reduce the Borrowing Base by an aggregate amount in excess of the Borrowing Base Adjustment Limit. Any exercise of rights by Administrative Agent pursuant to the immediately preceding sentence (x) shall be reversed, automatically and without further action by Administrative Agent, at such time that no Event of Default shall have occurred and remain continuing and Borrowing Availability, calculated without giving effect to any actions taken by Administrative Agent pursuant to the immediately preceding sentence, is greater than the Borrowing Base Adjustment Limit and (y) subject to the provisions of the immediately preceding clause (x), shall be subject to the approval of Supermajority Required Lenders in the case of adjustments, new criteria, changes in advance rates or the elimination of Reserves which have the effect of making more credit available.