Common use of Eligible Accounts Receivable Clause in Contracts

Eligible Accounts Receivable. The aggregate of the unpaid portions of ---------------------------- Accounts Receivable (net of any credits, rebates, offsets, holdbacks or other adjustments or commissions payable to third parties that are adjustments to such Accounts Receivable) (a) that the Borrower reasonably and in good faith determines to be collectible; (b) that are with account debtors or other obligors that (i) are not Affiliates of the Borrower, (ii) purchased or licensed the goods or services giving rise to the relevant Account Receivable in an arm's length transaction, (iii) are not insolvent or involved in any case or proceeding, whether voluntary or involuntary, under any bankruptcy, reorganization, arrangement, insolvency, adjustment of debt, dissolution, liquidation or similar law of any jurisdiction and (iv) are, in the Agent's reasonable judgment in accordance with standard commercial practices, creditworthy; (c) that are in payment of obligations that have been fully performed, do not consist of progress xxxxxxxx or xxxx and hold invoices and are not subject to dispute or any other similar claims that would reduce the cash amount payable therefor; (d) that are not subject to any pledge, restriction, security interest or other lien or encumbrance other than those created by the Loan Documents; (e) in which the Agent has a valid and perfected first priority security interest; (f) that are not outstanding for more than ninety (90) days past the earlier to occur of (i) the date of the respective invoices therefor and (ii) the date of shipment thereof in the case of goods or the end of the calendar month following the provision thereof in the case of services, unless the Agent in its discretion approves an extension of such time period; (g) that are not due from an account debtor or other obligor located in Minnesota unless the Borrower (i) has received a certificate of authority to do business and is in good standing in such state or (ii) has filed a notice of business activities report with the appropriate office or agency of such state for the current year; (h) that are not due from any single account debtor or other obligor if more than twenty percent (20%) of the aggregate amount of all Accounts Receivable owing from such account debtor or other obligor would otherwise not be Eligible Accounts Receivable; (i) that are payable in Dollars; (j) that are not payable from an office outside of the United States, Puerto Rico or Canada unless the Agent in its reasonable discretion approves the inclusion of such foreign receivables; and (k) that are not secured by a letter of credit unless the Agent has a prior, perfected security interest in such letter of credit. General criteria for Eligible Accounts Receivable may be established and revised from time to time by the Agent.

Eligible Accounts Receivable. The aggregate of the unpaid portions of ---------------------------- Accounts Receivable (net of any credits, rebates, offsets, holdbacks or other adjustments or commissions payable to third parties that are adjustments to such Accounts Receivable) (ai) that the Borrower reasonably and in good faith determines to be collectible; (bii) that are with account debtors or other obligors that (iA) are not Affiliates of the Borrower, (iiB) purchased or licensed the goods or services giving rise to the relevant Account Receivable in an arm's length transaction, (iiiC) are not insolvent or involved in any case or proceeding, whether voluntary or involuntary, under any bankruptcy, reorganization, arrangement, insolvency, adjustment of debt, dissolution, liquidation or similar law of any jurisdiction and (ivD) are, in the Agent's reasonable judgment in accordance with standard commercial practices, creditworthy; (ciii) that are in payment of obligations that have been fully performed, do not consist of progress xxxxxxxx or xxxx and hold invoices and are not subject to dispute or any other similar claims that would reduce the cash amount payable therefor; (div) that are not subject to any pledge, restriction, security interest or other lien or encumbrance other than those created by the Loan Documents; (ev) in which the Agent has a valid and perfected first priority security interest; (fvi) that are not outstanding for more than ninety (90) days past the earlier to occur of (iA) the date of the respective invoices therefor and (iiB) the date of shipment thereof in the case of goods or the end of the calendar month following the provision thereof in the case of services, unless the Agent in its discretion approves an extension of such time period; (gvii) that are not due from an account debtor or other obligor located in Minnesota or New Jersey unless the Borrower (iA) has received a certificate of authority to do business and is in good standing in such state or (iiB) has filed a notice of business activities report with the appropriate office or agency of such state for the current year; (hviii) that are not due from any single account debtor or other obligor if more than twenty fifteen percent (2015%) of the aggregate amount of all Accounts Receivable owing from such account debtor or other obligor would otherwise not be Eligible Accounts Receivable; (iix) that are payable in Dollars; (jx) that are not payable from an office outside of the United States, Puerto Rico or Canada States unless the Agent in its reasonable discretion approves the inclusion of such foreign receivables; and (kxi) that are not secured by a letter of credit unless the Agent has a prior, perfected security interest in such letter of credit. General criteria for Eligible Accounts Receivable may be established and revised from time to time by the Agent.

Eligible Accounts Receivable. The aggregate of the unpaid portions of ---------------------------- Accounts Receivable (net of any credits, rebates, offsets, holdbacks or other adjustments or commissions payable to third parties that are adjustments to such Accounts Receivable) (ai) that the Borrower reasonably and in good faith determines to be collectible; (bii) that are with account debtors or other obligors that (iA) are not Affiliates of the Borrower, (iiB) purchased or licensed the goods or services giving rise to the relevant Account Receivable in an arm's length transaction, (iiiC) are not insolvent or involved in any case or proceeding, whether voluntary or involuntary, under any bankruptcy, reorganization, arrangement, insolvency, adjustment of debt, dissolution, liquidation or similar law of any jurisdiction and (ivD) are, in the Agent's reasonable judgment in accordance with standard commercial practices, creditworthy; (ciii) that are in payment of obligations that have been fully performed, do not consist of progress xxxxxxxx bxxxxxxx or xxxx bxxx and hold invoices and are not subject to dispute or any other similar claims that would reduce the cash amount payable therefor; (div) that are not subject to any pledge, restriction, security interest or other lien or encumbrance other than those created by the Loan Documents; (ev) in which the Agent has a valid and perfected first priority security interest; (fvi) that are not outstanding for more than ninety (90) days past the earlier to occur of (iA) the date of the respective invoices therefor and (iiB) the date of shipment thereof in the case of goods or the end of the calendar month following the provision thereof in the case of services, unless the Agent in its discretion approves an extension of such time period; (gvii) that are not due from an account debtor or other obligor located in Minnesota or New Jersey unless the Borrower (iA) has received a certificate of authority to do business and is in good standing in such state or (iiB) has filed a notice of business activities report with the appropriate office or agency of such state for the current year; (hviii) that are not due from any single account debtor or other obligor if more than twenty fifteen percent (2015%) of the aggregate amount of all Accounts Receivable owing from such account debtor or other obligor would otherwise not be Eligible Accounts Receivable; (iix) that are payable in Dollars; (jx) that are not payable from an office outside of the United States, Puerto Rico or Canada States unless the Agent in its reasonable discretion approves the inclusion of such foreign receivables; and (kxi) that are not secured by a letter of credit unless the Agent has a prior, perfected security interest in such letter of credit. General criteria for Eligible Accounts Receivable may be established and revised from time to time by the Agent.

Eligible Accounts Receivable. The aggregate of the unpaid portions of ---------------------------- Accounts Receivable (net of any credits, rebates, offsets, holdbacks or other adjustments or commissions payable to third parties that are adjustments to such Accounts Receivable) (a) that the Borrower reasonably and in good faith determines to be collectible; (b) that are with account debtors or other obligors that (i) are not Affiliates of the Borrower; provided, however, at any ----------------- time up to $2,500,000 of Accounts Receivable owed by Persons who are Affiliates of the Borrower (other than Subsidiaries of the Borrower or Persons who own Voting Stock of the Borrower) and otherwise qualify as Eligible Accounts Receivable may be considered Eligible Accounts Receivable, (ii) purchased or licensed the goods or services giving rise to the relevant Account Receivable in an arm's length transaction, (iii) are not insolvent or involved in any case or proceeding, whether voluntary or involuntary, under any bankruptcy, reorganization, arrangement, insolvency, adjustment of debt, dissolution, liquidation or similar law of any jurisdiction and (iv) are, in the Loan and Collateral Agent's reasonable judgment in accordance with standard commercial practicesjudgment, creditworthy; (c) that are in payment of obligations that have been fully performed, do not consist of progress xxxxxxxx or xxxx and hold invoices (except xxxx and hold invoices of up to $500,000 in the aggregate at any time) and are not subject to dispute or any other similar claims that would reduce the cash amount payable therefor; (d) that are not subject to any pledge, restriction, security interest or other lien or encumbrance other than those created by the Loan Documents; (e) in which the Loan and Collateral Agent has a valid and perfected first priority security interest; (f) that are not outstanding for more than (i) ninety (90) days past the earlier to occur of (iA) the date of the respective invoices therefor and (iiB) the date of shipment thereof in the case of goods or the end of the calendar month following the provision thereof in the case of services, unless services or (ii) sixty (60) days past the Agent in its discretion approves an extension of such time perioddue date therefor; (g) that are not due from an account debtor or other obligor located in Minnesota unless the Borrower (i) has received a certificate of authority to do business and is in good standing in such state or (ii) has filed a notice of business activities report with the appropriate office or agency of such state for the current year; (h) that are not due from any single account debtor or other obligor if more than twenty percent (20%) of the aggregate amount of all Accounts Receivable owing from such account debtor or other obligor would otherwise not be Eligible Accounts Receivable; (i) that are payable in Dollars; (j) that are not payable from an office outside of the United States, Puerto Rico or Canada unless the Agent in its reasonable discretion approves the inclusion of such foreign receivables; and (k) that are not secured by a letter of credit unless the Loan and Collateral Agent has a prior, perfected security interest in such letter of credit. General criteria for Eligible , and (l) not more than 10% of such Accounts Receivable may be established from any single account debtor. Eligible Assignee. Any of (i) a commercial bank or finance company ----------------- organized under the laws of the United States, or any State thereof or the District of Columbia, and revised from time to time having total assets in excess of $1,000,000,000; (ii) a savings and loan association or savings bank organized under the laws of the United States, or any State thereof or the District of Columbia, and having a net worth of at least $100,000,000, calculated in accordance with generally accepted accounting principles; (iii) a commercial bank organized under the laws of any other country which is a member of the Organization for Economic Cooperation and Development (the "OECD"), or a political subdivision of any such ---- country, and having total assets in excess of $1,000,000,000, provided that such -------- bank is acting through a branch or agency located in the country in which it is organized or another country which is also a member of the OECD; (iv) the central bank of any country which is a member of the OECD; and (v) if, but only if, any Event of Default has occurred and is continuing, any other bank, insurance company, commercial finance company or other financial institution or other Person approved by the AgentAgents, such approval not to be unreasonably withheld.

Eligible Accounts Receivable. The aggregate of the unpaid portions of ---------------------------- Accounts Receivable (net of any credits, rebates, offsets, holdbacks or other adjustments or commissions payable to third parties that are adjustments to such Accounts Receivable) (a) that the Borrower reasonably and in good faith determines to be collectible; (b) that are with account debtors or other obligors that (i) are not Affiliates of the Borrower, (ii) purchased or licensed the goods or services giving rise to the relevant Account Receivable in an arm's length transaction, (iii) are not insolvent or involved in any case or proceeding, whether voluntary or involuntary, under any bankruptcy, reorganization, arrangement, insolvency, adjustment of debt, dissolution, liquidation or similar law of any jurisdiction and (iv) areare not, in the Agent's Majority Banks' reasonable judgment in accordance with standard commercial practicesjudgment, creditworthyuncreditworthy; (c) that are in payment of obligations that have been fully performed, do not consist of progress xxxxxxxx or xxxx and hold invoices and ; (d) that are not subject to dispute or any other similar claims that would reduce the cash amount payable therefor; (de) that are not subject to any pledge, restriction, security interest or other lien or encumbrance other than those created by the Loan Documents; (ef) in which the Agent has a valid and perfected first priority security interest; (fg) that are not outstanding for more than sixty (60) days past the date of the respective invoices therefor; (h) that are not outstanding more than ninety (90) days past the earlier to occur of (i) the date of the respective invoices therefor and (ii) the date of shipment thereof in the case of goods or the end of the calendar month following the provision thereof in the case of servicesservices (each such date, unless a "SHIPMENT DATE"); provided, that Accounts Receivables that otherwise would qualify as Eligible Accounts Receivable, in an aggregate amount not in excess of ten percent (10%) of all otherwise Eligible Accounts Receivable, shall be included in the Agent in its discretion approves an extension definition of Eligible Accounts Receivable if such time periodAccounts Receivable are not outstanding more than three hundred sixty five (365) days past the Shipment Date applicable thereto; (g) that are not due from an account debtor or other obligor located in Minnesota unless the Borrower (i) has received a certificate of authority to do business and is in good standing in such state or (ii) has filed a notice of business activities report with the appropriate office or agency of such state for the current year; (h) that are not due from any single account debtor or other obligor if more than twenty fifteen percent (2015%) of the aggregate amount of all Accounts Receivable owing from such account debtor or other obligor would otherwise not be Eligible Accounts Receivable; (ij) that are payable in Dollars; and (jk) that are not payable from an office outside of the United States, Puerto Rico or Canada unless the Agent in its reasonable discretion approves the inclusion of such foreign receivables; and (k) that are not secured by a letter of credit unless the Agent has a prior, perfected security interest in such letter of credit. General criteria for Eligible Accounts Receivable may be established and revised from time to time by the Agent.

Eligible Accounts Receivable. The aggregate of the unpaid portions of ---------------------------- Accounts Receivable (net of any credits, rebates, offsets, holdbacks or other adjustments or commissions payable to third parties that are adjustments to such Accounts ReceivableAccounts) (ai) that the Borrower reasonably and in good faith determines to be collectible; (bii) that are with account debtors or other obligors that (ia) are not Affiliates of the Borrower, ; (iib) purchased or licensed the goods or services giving rise to the relevant Account Receivable in an arm's ’s length transaction, (iiic) are not insolvent or involved in any case or proceeding, whether voluntary or involuntary, under any bankruptcy, reorganization, arrangement, insolvency, adjustment of debt, dissolution, liquidation or similar law of any jurisdiction and (ivd) are, in the Agent's Required Lenders’ reasonable judgment in accordance with standard commercial practicesjudgment, creditworthy; (ciii) that are in payment of obligations that have been fully performed, do not consist of progress xxxxxxxx or xxxx and bxxxxxxx to any Person bxxx-and-hold invoices and are not subject to dispute guaranteed sale, sale-and-return, sale on approval, consignment or any other similar claims that would reduce the cash amount payable thereforrepurchase or return basis or is evidenced by Chattel Paper; (div) that are not subject to any pledge, restriction, security interest or other lien or encumbrance other than those created by the Loan DocumentsDocuments and Permitted Liens; (ev) in which the Agent has a valid and perfected first priority security interest; (fvi) that are not outstanding for more than ninety sixty (9060) days past from the earlier to occur of (i) the date of the respective invoices therefor and (ii) the date of shipment thereof in the case of goods or the end of the calendar month following the provision thereof in the case of services, unless the Agent in its discretion approves an extension of such time perioddue date; (gvii) that are not due from an account debtor or other obligor located in New Jersey or Minnesota unless the Borrower (ia) has received a certificate of authority to do business and is in good standing in such state or (iib) has filed a notice of business activities report with the appropriate office or agency of such state for the current year; (hviii) that are not due from any single account debtor or other obligor if more than twenty twenty-five percent (2025%) of the aggregate amount of all Accounts Receivable owing from such account debtor or other obligor would otherwise not be Eligible Accounts Receivable; (iix) that are payable in Dollars; (jx) that are not payable from an office outside of the United StatesStates (including Puerto Rico) and Canada unless Borrower has delivered credit insurance, Puerto Rico in form and substance satisfactory to Agent, for each Account owed by an Account Debtor which is not organized under the laws of a State in the United States of America or Canada unless the which insurance has been assigned to Agent pursuant to an assignment in its reasonable discretion approves the inclusion of such foreign receivablesform and substance satisfactory to Agent; and (kxi) that are not secured by a letter of credit unless the Agent has a prior, perfected security interest in such letter of credit; (xii) that are accounts of the Federal Government unless the Borrower has been in compliance with the Federal Assignment of Claims Act of 1940, as amended (31 U.S.C. Sub-Section 3727 et seq. General and 41 U.S.C. Sub-Section 15 et. seq.); (xiii) the account debtor has not asserted a right of set off, has disputed liability or made any claim regarding its obligation to repay and is not a contra account and (xiv) the Account is not otherwise satisfactory to the Agent in its reasonable discretion. The general criteria for Eligible Accounts Receivable may be established and revised from time to time by the AgentAgent upon notice to the Borrower pursuant to Section 2.7.

Eligible Accounts Receivable. The aggregate of the unpaid portions of ---------------------------- Accounts Receivable of the Company or any of its Domestic Subsidiaries, the United Kingdom branch of Genrad Europe and Genrad Ltd. (but excluding from Accounts Receivable any Genrad Ltd. service contracts with automotive dealers), each (net of any credits, rebates, offsets, holdbacks or other adjustments or commissions payable to third parties that are adjustments to such Accounts Receivable) (a) that the Borrower Company or such Subsidiary reasonably and in good faith determines to be collectible; (b) that are with account debtors or other obligors that (i) are not Affiliates of the any Borrower, (ii) purchased or licensed the goods or services giving rise to the relevant Account Receivable in an arm's length transaction, (iii) are not insolvent or involved in any case or proceeding, whether voluntary or involuntary, under any bankruptcy, reorganization, arrangement, insolvency, adjustment of debt, dissolution, liquidation or similar law of any jurisdiction and (iv) are, in the Agent's Majority Banks' reasonable judgment in accordance with standard commercial practicesjudgment, creditworthy; (c) that are in payment of obligations that have been fully performed, do not consist of progress xxxxxxxx or xxxx and hold invoices performed and are not subject to dispute or any other similar claims that would reduce the cash amount payable therefor; (d) that are not subject to any pledge, restriction, security interest or other lien or encumbrance other than those created by the Loan Documents; (e) in which the Agent has a valid and perfected first priority security interest; (f) that are not outstanding for more than ninety (90) days past the earlier to occur of (i) the date of the respective invoices therefor and (ii) the date of shipment thereof in the case of goods or the end of the calendar month following the provision thereof in the case of services, unless the Agent in its discretion approves an extension of such time period; (gf) that are not due from an account debtor or other obligor located in Minnesota or New Jersey unless the Borrower Company or such Subsidiary (i) has received a certificate of authority to do business and is in good standing in such state or (ii) has filed a notice of business activities report with the appropriate office or agency of such state for the current year; (hg) other than Accounts Receivables relating to services rendered by the Company or its Subsidiaries to IBM, Compaq Computers, Ford, Siemens, Alcatel, SCI, Lucent Technology, BMW, Saab, Jaguar, Tokyo Electron and Solectron (provided, as to Solectron, subject to the Agent's approval of satisfactory credit information on such account debtor), that are not due from any single account debtor or other obligor if more than twenty fifteen percent (2015%) of the aggregate amount of all Accounts Receivable owing from such account debtor or other obligor would otherwise not be Eligible Accounts Receivable; (ih) that are payable in DollarsDollars or Pounds Sterling; (ji) other than the entitites specified by name in clause (g) above, that are not payable from an office outside of the United States, Puerto Rico States or Canada unless the Agent in its reasonable discretion approves the inclusion of such foreign receivablesUnited Kingdom; and (kj) that are not secured by a letter of credit unless the Agent has a prior, perfected security interest in such letter of credit. General criteria for Eligible Accounts Receivable may be established and revised from time to time by the Agent.

Eligible Accounts Receivable. The aggregate of the unpaid portions of ---------------------------- Accounts Receivable (net of any credits, rebates, offsets, holdbacks or other adjustments or commissions payable to third parties that are adjustments to such Accounts Receivable) (ai) that the Borrower reasonably and in good faith determines to be collectible; (bii) that are with account debtors or other obligors that (iA) are not Affiliates of the Borrower, (iiB) purchased or licensed the goods or services giving rise to the relevant Account Receivable in an arm's length transaction, (iiiC) are not insolvent or involved in any case or proceeding, whether voluntary or involuntary, under any bankruptcy, reorganization, arrangement, insolvency, adjustment of debt, dissolution, liquidation or similar law of any jurisdiction and (ivD) are, in the Agent's reasonable judgment in accordance with standard commercial practices, creditworthy; (ciii) that are in payment of obligations that have been fully performed, do not consist of progress xxxxxxxx or xxxx and billxxxx xx bill xxx hold invoices and are not subject to dispute or any other similar claims that would reduce the cash amount payable therefor; (div) that are not subject to any pledge, restriction, security interest or other lien or encumbrance other than those created by the Loan Documents; (ev) in which the Agent has a valid and perfected first priority security interest; (fvi) that are not outstanding for more than ninety (90) days past the earlier to occur of (iA) the date of the respective invoices therefor and (iiB) the date of shipment thereof in the case of goods or the end of the calendar month following the provision thereof in the case of services, unless the Agent in its discretion approves an extension of such time period; (gvii) that are not due from an account debtor or other obligor located in Minnesota or New Jersey unless the Borrower (iA) has received a certificate of authority to do business and is in good standing in such state or (iiB) has filed a notice of business activities report with the appropriate office or agency of such state for the current year; (hviii) that are not due from any single account debtor or other obligor if more than twenty fifteen percent (2015%) of the aggregate amount of all Accounts Receivable owing from such account debtor or other obligor would otherwise not be Eligible Accounts Receivable; (iix) that are payable in Dollars; (jx) that are not payable from an office outside of the United States, Puerto Rico or Canada States unless the Agent in its reasonable discretion approves the inclusion of such foreign receivables; and (kxi) that are not secured by a letter of credit unless the Agent has a prior, perfected security interest in such letter of credit. General criteria for Eligible Accounts Receivable may be established and revised from time to time by the Agent.

Eligible Accounts Receivable. The aggregate of the unpaid portions of ---------------------------- Accounts Receivable (net of any credits, rebates, offsets, holdbacks or other adjustments or commissions payable to third parties that are adjustments to such Accounts Receivable) (ai) that the Borrower Borrowers reasonably and in good faith determines determine to be collectible; (bii) that are with account debtors or other obligors that (iA) are not Affiliates of any of the BorrowerBorrowers, (iiB) purchased or licensed the goods or services giving rise to the relevant Account Receivable in an arm's length transaction, (iiiC) are not insolvent or involved in any case or proceeding, whether voluntary or involuntary, under any bankruptcy, reorganization, arrangement, insolvency, adjustment of debt, dissolution, liquidation or similar law of any jurisdiction and (ivD) are, in the Agent's reasonable judgment in accordance with standard commercial practicesjudgment, creditworthy; (ciii) that are in payment of obligations that have been fully performed, do not consist of progress xxxxxxxx or xxxx and billxxxx xx bill xxx hold invoices and are not subject to dispute or any other similar claims that would reduce the cash amount payable therefor; (div) that are not subject to any pledge, restriction, security interest or other lien or encumbrance other than those created by the Loan Documents; (ev) at all times prior to the Collateral Release Date, in which the Agent has a valid and perfected first priority security interest; (fvi) that are not outstanding for more than ninety sixty (9060) days past the earlier to occur of (i) the due date of the respective original invoices therefor and (ii) the date of shipment thereof in the case of goods or the end of the calendar month following the provision thereof in the case of services, unless the Agent in its discretion approves an extension of such time periodthereof; (g) that are not due from an account debtor or other obligor located in Minnesota unless the Borrower (i) has received a certificate of authority to do business and is in good standing in such state or (ii) has filed a notice of business activities report with the appropriate office or agency of such state for the current year; (h) that are not due from any single account debtor or other obligor if more than twenty percent (20%) of the aggregate amount of all Accounts Receivable owing from such account debtor or other obligor would otherwise not be Eligible Accounts Receivable; (ivii) that are payable in Dollars; (jviii) that are not payable from an office outside of the United States; provided, Puerto Rico or Canada unless however, Eligible Accounts Receivable may include up to $1,000,000 of Accounts Receivable payable from account debtors located in the Agent in its reasonable discretion approves United Kingdom and the inclusion Dominion of such foreign receivablesCanada; and (kix) that are not secured by a letter of credit unless the Agent has a prior, perfected security interest in such letter of credit. General Notwithstanding the 19 -11- foregoing, the Agent shall have the right to impose additional eligibility criteria for Eligible Accounts Receivable may be established and revised from time to time by of EVAP based upon the AgentEVAP Exam.

Eligible Accounts Receivable. The aggregate of the unpaid portions of ---------------------------- Accounts Receivable (net of any credits, rebates, offsets, holdbacks or other adjustments or commissions payable to third parties that are adjustments to such Accounts Receivable) (a) that the Borrower reasonably and in good faith determines to be collectible; (b) that are with account debtors or other obligors that (i) are not Affiliates of the Borrower, (ii) purchased or licensed the goods or services giving rise to the relevant Account Receivable in an arm's length transaction, (iii) are not insolvent or involved in any case or proceeding, whether voluntary or involuntary, under any bankruptcy, reorganization, arrangement, insolvency, adjustment of debt, dissolution, liquidation or similar law of any jurisdiction and jurisdiction, (iv) are, in the Agent's reasonable judgment in accordance with standard commercial practicesjudgment, creditworthy; or should not otherwise be excluded in the Agent's reasonable discretion; and (v) are not agencies or instrumentalities of the United States of America subject to the Assignment of Claims Act unless the applicable Borrower or Restricted Subsidiary has complied with such Act; (c) that are in payment of obligations that have been fully performed, do not consist of progress xxxxxxxx or xxxx and hold invoices performed and are not subject to dispute or any other similar claims that would reduce the cash amount payable therefor; (d) that are not subject to any pledge, restriction, security interest or other lien or encumbrance other than those created by the Loan Documents; (e) in which the Agent has a valid and perfected first priority security interestinterest (other than Accounts Receivable payable from offices in Canada or from offices in countries in Europe); (f) that are not outstanding for more than ninety (90) days past the earlier to occur of (i) the date of the respective invoices therefor and (ii) the date of shipment thereof in the case of goods or the end of the calendar month following the provision thereof in the case of services, unless the Agent in its discretion approves an extension of such time periodpayment is due; (g) that are not due from an account debtor or other obligor located in Minnesota unless the Borrower (i) has received a certificate of authority to do business and is in good standing in such state or (ii) has filed a notice of business activities report with the appropriate office or agency of such state for the current year; (h) that are not due from any single account debtor or other obligor if more than twenty twenty-five percent (2025%) of the aggregate amount of all Accounts Receivable owing from such account debtor or other obligor would otherwise not be Eligible Accounts Receivable; (ih) that are payable in DollarsDollars (other than Accounts Receivable payable from offices in Canada or from offices in countries in Europe); (ji) that are not payable from an office outside of the United States, Puerto Rico or (except that Accounts Receivable payable from offices in Canada unless the Agent in its reasonable discretion approves the inclusion an aggregate amount not to exceed $3,000,000 and Accounts Receivable payable from offices in countries in Europe, in an aggregate amount not to exceed $3,000,000 shall not be excluded by virtue of such foreign receivablesthis clause (i)); and (kj) that are not secured by a letter of credit unless the Agent has a prior, perfected security interest in such letter of credit. General criteria for Eligible Accounts Receivable may be established and revised from time to time by the Agent.

Eligible Accounts Receivable. The aggregate of the unpaid portions of ---------------------------- Accounts Receivable (net of any credits, rebates, offsets, holdbacks or other adjustments or commissions payable to third parties that are adjustments to such Accounts Receivable) (ai) that the Borrower reasonably and in good faith determines to be collectible; (bii) that are with account debtors or other obligors Customers that (iA) are not Affiliates of the Borrower, (iiB) purchased or licensed the goods or services giving rise to the relevant Account Receivable are Customers in an arm's length transaction, ; (iiiC) are not insolvent or involved in any case or proceedinginvolved, whether voluntary or involuntary, in any case or proceeding under any bankruptcy, reorganization, arrangement, insolvency, adjustment of debt, dissolution, liquidation or similar law of any jurisdiction jurisdiction; (D) which, from time to time, at the election of the Agent, have been reviewed by the Agent and (iv) are, found in the Agent's reasonable judgment in accordance with standard commercial practices, creditworthy; to be collectable (ciii) that are in payment of obligations that have been fully performed, do not consist of progress xxxxxxxx or xxxx and hold invoices performed and are not subject to dispute or any other similar claims that would reduce the cash amount payable therefor; (div) that are not subject to any pledge, restriction, security interest or other lien or encumbrance other than those created by the Loan Documents; (ev) in which the Agent has a valid and perfected first priority security interest; (fvi) that are not outstanding for more than ninety (90) days past the earlier to occur of (i) the date such Accounts Receivable are due, but in no event outstanding for more than 120 days from date of the respective invoices therefor and (ii) the date of shipment thereof in the case of goods or the end of the calendar month following the provision thereof in the case of services, unless the Agent in its discretion approves an extension of such time periodinvoice; (g) that are not due from an account debtor or other obligor located in Minnesota unless the Borrower (i) has received a certificate of authority to do business and is in good standing in such state or (ii) has filed a notice of business activities report with the appropriate office or agency of such state for the current year; (hvii) that are not due from any single account debtor or other obligor Customer if more than twenty fifteen percent (2015%) of the aggregate amount of all Accounts Receivable owing from such account debtor or other obligor Customer would otherwise not be Eligible Accounts Receivable; (iviii) that are payable in Dollars; (jix) that are not payable from an office outside of the United States, Puerto Rico or Canada unless the Agent in its reasonable discretion approves the inclusion of such foreign receivables; and (kx) that are not secured by a letter of credit unless the Agent has a prior, perfected security interest in such letter of credit; (xi) that are not included in the "Receivables Pool" (as such term is defined in the Funding Indenture); (xii) that are not subject to any lien or any negative pledge pursuant to the Funding Indenture; (xiii) that originated in the ordinary course of business of the Borrower or ACFC; (xiv) that are not due from any single Customer if, after including such Accounts Receivable, the Borrowing Base will be comprised of more than $750,000 of Accounts Receivable owing from such Customer PROVIDED, HOWEVER that Practice Receivables shall not be included when calculating this $750,000 Customer concentration limitation; (xv) that are not due from any single Customer if, after including such Accounts Receivable, the Borrowing Base will be comprised of more than $1,000,000 of Practice Receivables owing from such Customer; (xvi) that have not been transferred to Bravo pursuant to the Purchase Agreement; (xvii) that are not subject to any lien or negative pledge pursuant to the Bravo Facility Documents; (xviii) that if an ACFC Receivable, the Contract Files with respect to the Contracts relating thereto have been delivered to the Agent; (xix) that with respect to which all the representations and warranties set forth in Section 6.21 of this Credit Agreement are true and correct in all material respects on and as of the date hereof except to the extent that any of such representations and warranties relate, by the express terms thereof, solely to a date prior to the relevant date; (xx) that with respect to which the Borrower or ACFC has filed and maintained the effectiveness of UCC financing statements against the Obligor in order to perfect any security interest granted in such Contract in the related collateral of the Obligor; (xxi) that satisfies all applicable requirements of the Borrower's Credit Policy or if an ACFC Receivable, the ACFC Credit Policy; and (xxii) that is freely assignable and arose under a Contract which is also freely assignable. General criteria Notwithstanding the foregoing, (i) Accounts Receivable that have balances outstanding for more than 120 days from date of invoice and less than 150 days from date of invoice may be treated as Eligible Accounts Receivable so long as not more than five and one-quarter percent (5.25%) of the Borrowing Base is comprised of such Accounts Receivable and (ii) the maximum aggregate amount of Practice Receivables which may be established treated as Eligible Accounts Receivable is $20,000,000. ELIGIBLE ASSIGNEE. Any of (i) a commercial bank or finance company organized under the laws of the United States, or any State thereof or the District of Columbia, and revised from time to time having total assets in excess of $1,000,000,000; (ii) a savings and loan association or savings bank organized under the laws of the United States, or any State thereof or the District of Columbia, and having a net worth of at least $100,000,000, calculated in accordance with generally accepted accounting principles; (iii) a commercial bank organized under the laws of any other country which is a member of the Organization for Economic Cooperation and Development (the "OECD"), or a political subdivision of any such country, and having total assets in excess of $1,000,000,000, PROVIDED that such bank is acting through a branch or agency located in the country in which it is organized or another country which is also a member of the OECD; (iv) the central bank of any country which is a member of the OECD; and (v) if, but only if, an Event of Default has occurred and is continuing, any other bank, insurance company, commercial finance company or other financial institution or other Person approved by the Agent, such approval not to be unreasonably withheld.

Eligible Accounts Receivable. The aggregate of the unpaid portions of ---------------------------- Accounts Receivable (net of any credits, rebates, offsets, holdbacks or other adjustments or commissions payable to third parties that are adjustments to such Accounts Receivable) which are generated in connection with Approved Credit Programs entered into by the Borrower (ai) that the Borrower reasonably and in good faith determines to be collectible; (bii) that are with account debtors or other obligors that (iA) are not Affiliates of the Borrower, (ii) purchased or licensed the goods or services giving rise to the relevant Account Receivable in an arm's length transaction, (iiiB) are not insolvent or involved in any case or proceeding, whether voluntary or involuntary, under any bankruptcy, reorganization, arrangement, insolvency, adjustment of debt, dissolution, liquidation or similar law of any jurisdiction and (ivC) are, in the Agent's Agents' reasonable judgment in accordance with standard commercial practicesjudgment, creditworthy; (ciii) that are in payment of obligations that have been fully performed, do not consist of progress xxxxxxxx or xxxx and hold invoices performed and are not subject to dispute or any other similar claims that would reduce the cash amount payable therefor; (div) that are not subject to any pledge, restriction, security interest or other lien or encumbrance other than those created by the Loan Documents; (ev) in which the Collateral Agent has a valid and perfected first priority security interest; (fvi) that call for payment not faster than fourteen (14) days past the date that the account debtor has received the application documents; (vii) that are not outstanding for more than ninety forty-five (9045) days past the earlier to occur of (i) the date of the respective invoices therefor and (ii) the date of shipment thereof in the case of goods or the end sale of the calendar month following the provision thereof in the case of services, unless the Agent in its discretion approves an extension of such time periodunderlying goods; (gviii) that are not due from an account debtor or other obligor located in Indiana, Minnesota or New Jersey unless the Borrower (iA) has received a certificate of authority to do business and is in good standing in such state or (iiB) has filed a notice of business activities report with the appropriate office or agency of such state for the current year; (h) that are not due from any single account debtor or other obligor if more than twenty percent (20%) of the aggregate amount of all Accounts Receivable owing from such account debtor or other obligor would otherwise not be Eligible Accounts Receivable; (iix) that are payable in Dollars; (jx) that are not payable from an office outside of the United States, Puerto Rico or Canada unless the Agent in its reasonable discretion approves the inclusion of such foreign receivables; and (kxi) that are not secured by a letter of credit unless the Collateral Agent has a prior, perfected security interest in such letter of credit. General criteria for For the avoidance of any possible doubt, all accounts or Accounts Receivable acquired in the Acquisition or generated by the business being acquired in the Acquisition are not, and shall not constitute, "Eligible Accounts Receivable may be established and revised from time to time by the AgentReceivable."

Eligible Accounts Receivable. The aggregate of the unpaid portions of ---------------------------- Accounts Receivable (net of any credits, rebates, offsets, holdbacks or other adjustments or commissions payable to third parties that are adjustments to such Accounts Receivable) (ai) that the Borrower reasonably and in good faith determines to be collectible; (bii) that are with account debtors or other obligors that (ia) are not Affiliates or employees of the Borrower, (iib) purchased or licensed the goods or services giving rise to the relevant Account Receivable in an arm's ’s length transaction, (iiic) are not insolvent or involved in any case or proceeding, whether voluntary or involuntary, under any bankruptcy, reorganization, arrangement, insolvency, adjustment of debt, dissolution, liquidation or similar law of any jurisdiction and (ivd) are, in the Agent's ’s reasonable judgment in accordance with standard commercial practicesjudgment, creditworthy; (ciii) that are in payment of obligations that have been fully performed, do not consist of retainages, progress xxxxxxxx bxxxxxxx or xxxx bxxx and hold invoices and are not subject to dispute or any other similar claims that would reduce the cash amount payable therefor; (div) that are not subject to any pledge, restriction, security interest or other lien or encumbrance other than those created by the Loan Documents; (ev) in which the Agent has a valid and perfected first priority security interest; (fvi) that are not outstanding for more than ninety (90) days past the earlier to occur of (i) the date of the respective invoices therefor and (ii) the date of shipment thereof in the case of goods or the end of the calendar month following the provision thereof in the case of services, unless the Agent in its discretion approves an extension of such time periodtherefor; (g) that are not due from an account debtor or other obligor located in Minnesota unless the Borrower (i) has received a certificate of authority to do business and is in good standing in such state or (ii) has filed a notice of business activities report with the appropriate office or agency of such state for the current year; (h) that are not due from any single account debtor or other obligor if more than twenty percent (20%) of the aggregate amount of all Accounts Receivable owing from such account debtor or other obligor would otherwise not be Eligible Accounts Receivable; (ivii) that are payable in Dollars; (jviii) that are not payable from an office outside of the United States; (ix) that are not due from any U.S. federal, Puerto Rico state or Canada local governmental agencies unless all documentation required pursuant to the Federal Assignment of Claims Act of 140, 41 U.S.C. §15 or any similar state statute has been filed and the necessary consents to the assignment to the Agent in its reasonable discretion approves the inclusion of such foreign receivablesAccounts Receivable have been given, in each case in form and substance satisfactory to the Agent; and (kx) that are not secured by a letter of credit unless the Agent has a prior, perfected prior security interest in such letter of creditcredit perfected by control. General criteria for Eligible Accounts Receivable may be established and revised from time to time by the Agent.

Eligible Accounts Receivable. The aggregate of the unpaid portions of ---------------------------- Accounts Receivable (net of any credits, rebates, offsets, holdbacks or other adjustments or commissions payable to third parties that are adjustments to such Accounts Receivable) (a) that the Borrower reasonably and in good faith determines to be collectible; (b) that are with account debtors or other obligors that (i) are not Affiliates of the Borrower, (ii) purchased or licensed the goods or services giving rise to the relevant Account Receivable in an arm's length transaction, (iii) are not insolvent or involved in any case or proceedinginvolved, whether voluntary or involuntary, in any case or proceeding under any bankruptcy, reorganization, arrangement, insolvency, adjustment of debt, dissolution, liquidation or similar law of any jurisdiction and (iv) are, in the Agent's reasonable judgment in accordance with standard commercial practices, are creditworthy; (c) that are in payment of obligations that have been fully performed, do not consist of progress xxxxxxxx or xxxx and hold invoices performed and are not subject to dispute or any other similar claims that would reduce the cash amount payable therefor; (d) that are not subject to any pledge, restriction, security interest or other lien or encumbrance other than those created by the Loan Documents; (e) in which the Agent has a valid and perfected first priority security interestinterest for the benefit of the Banks and the Agent; (f) that are not outstanding for more than ninety (90) days past the earlier to occur of (i) the date of the respective invoices therefor and (ii) the date of shipment thereof in the case of goods or the end of the calendar month following the provision thereof in the case of services, unless the Agent in its discretion approves an extension of such time period; (g) that are not due from an account debtor or other obligor located in Minnesota unless the Borrower (i) has received a certificate of authority to do business and is in good standing in such state or (ii) has filed a notice of business activities report with the appropriate office or agency of such state for the current year; (h) that are not due from any single account debtor or other obligor if more than twenty percent (20%) any of the aggregate amount of all Accounts Receivable owing from such account debtor or other obligor would otherwise not be Eligible Accounts Receivable; (i) that are payable in Dollars; (j) that are not payable from an office outside of the United States, States or Puerto Rico or Canada unless the Agent in its reasonable discretion approves the inclusion of such foreign receivablesRico; and (k) that are not secured by a letter of credit unless the Agent has a prior, perfected security interest in such letter of credit. General criteria for Eligible Accounts Receivable may be established and revised from time to time by the Agent.

Eligible Accounts Receivable. The aggregate of the unpaid portions of ---------------------------- Accounts Receivable (net of any credits, rebates, offsets, holdbacks or other adjustments or commissions payable to third parties that are adjustments to such Accounts Receivable) which are generated in connection with Approved Credit Programs entered into by the Borrower (ai) that the Borrower reasonably and in good faith determines to be collectible; (bii) that are with account debtors or other obligors that (iA) are not Affiliates of the Borrower, (ii) purchased or licensed the goods or services giving rise to the relevant Account Receivable in an arm's length transaction, (iiiB) are not insolvent or involved in any case or proceeding, whether voluntary or involuntary, under any bankruptcy, reorganization, arrangement, insolvency, adjustment of debt, dissolution, liquidation or similar law of any jurisdiction and (ivC) are, in the Agent's Agents' reasonable judgment in accordance with standard commercial practicesjudgment, creditworthy; (ciii) that are in payment of obligations that have been fully performed, do not consist of progress xxxxxxxx or xxxx and hold invoices performed and are not subject to dispute or any other similar claims that would reduce the cash amount payable therefor; (div) that are not subject to any pledge, restriction, security interest or other lien or encumbrance other than those created by the Loan Documents; (ev) in which the Collateral Agent has a valid and perfected first priority security interest; (fvi) that call for payment not faster than fourteen (14) days past the date that the account debtor has received the application documents; (vii) that are not outstanding for more than ninety forty-five (9045) days past the earlier to occur of (i) the date of the respective invoices therefor and (ii) the date of shipment thereof in the case of goods or the end sale of the calendar month following the provision thereof in the case of services, unless the Agent in its discretion approves an extension of such time periodunderlying goods; (gviii) that are not due from an account debtor or other obligor located in Indiana, Minnesota or New Jersey unless the Borrower (iA) has received a certificate of authority to do business and is in good standing in such state or (iiB) has filed a notice of business activities report with the appropriate office or agency of such state for the current year; (h) that are not due from any single account debtor or other obligor if more than twenty percent (20%) of the aggregate amount of all Accounts Receivable owing from such account debtor or other obligor would otherwise not be Eligible Accounts Receivable; (iix) that are payable in Dollars; (jx) that are not payable from an office outside of the United States, Puerto Rico or Canada unless the Agent in its reasonable discretion approves the inclusion of such foreign receivables; and (kxi) that are not secured by a letter of credit unless the Collateral Agent has a prior, perfected security interest in such letter of credit. General criteria for Eligible Accounts Receivable may be established and revised from time to time by the Agent.

Eligible Accounts Receivable. The aggregate of the unpaid portions of ---------------------------- Accounts Receivable (net of any creditscredits (other than core or other credits which have not yet been posted), rebates, offsets, holdbacks or other adjustments or commissions payable to third parties that are adjustments to such Accounts ReceivableReceivable or any Accounts Receivable in respect of consignment sales) (a) that the Borrower reasonably and in good faith determines to be collectible; (b) that are with account debtors or other obligors that (i) are not Affiliates of the Borrower, (ii) purchased or licensed the goods or services giving rise to the relevant Account Receivable in an arm's length transaction, (iii) are not insolvent or involved in any case or proceeding, whether voluntary or involuntary, under any bankruptcy, reorganization, arrangement, insolvency, adjustment of debt, dissolution, liquidation or similar law of any jurisdiction and (iv) are, in the Agent's reasonable judgment in accordance with standard commercial practicesjudgment, creditworthy; (c) that are in payment of obligations that have been fully performed, do not consist of progress xxxxxxxx or xxxx and hold invoices performed and are not subject to dispute or any other similar claims that would reduce the cash amount payable therefordispute; (d) that are not subject to any pledge, restriction, security interest or other lien or encumbrance other than those created by the Loan Documents; (e) in which the Agent has a valid and perfected first priority security interest; (f) that are not outstanding for more than ninety sixty (9060) days past the earlier to occur of (i) the due date of specified in the respective invoices therefor and (ii) the date of shipment thereof in the case of goods or the end of the calendar month following the provision thereof in the case of services, unless the Agent in its discretion approves an extension of such time periodtherefor; (g) that are not due from an account debtor or other obligor located in Minnesota unless the Borrower (i) has received a certificate of authority to do business and is in good standing in such state or (ii) has filed a notice of business activities report with the appropriate office or agency of such state for the current year; (h) that are not due from any single account debtor or other obligor if more than twenty fifty percent (2050%) of the aggregate amount (net of the aforesaid credits (except unposted credits), rebates, offsets, holdbacks and adjustments and commissions described above) of all Accounts Receivable owing from such account debtor or other obligor would otherwise not be Eligible Accounts Receivable; (ih) that are payable in Dollars; and (ji) that are not payable from an office outside of the United States, Puerto Rico States or Canada unless the Agent in its reasonable discretion approves the inclusion of such foreign receivables; and (k) that are not secured by a letter of credit unless the Agent has a prior, perfected security interest in such letter of credit. General criteria for Eligible Accounts Receivable may be established and revised from time to time by the AgentCanada.

Eligible Accounts Receivable. The Collectively, (1) the aggregate of the unpaid portions of ---------------------------- Accounts Receivable of the Borrower and its Subsidiaries other than Varian BV, Varian Japan and Varian Japan Holdings as determined in accordance with Generally Accepted Accounting Principles (net of any credits, rebates, offsets, holdbacks or other adjustments or commissions payable to third parties that are adjustments to such Accounts Receivable) (a) that the Borrower reasonably and in good faith determines to be collectible; (b) that are with account debtors or other obligors that (i) are not Affiliates of the Borrower, (ii) purchased or licensed the goods or services giving rise to the relevant Account Receivable in an arm's length transaction, (iii) are not insolvent or involved in any case or proceeding, whether voluntary or involuntary, under any bankruptcy, reorganization, arrangement, insolvency, adjustment of debt, dissolution, liquidation or similar law of any jurisdiction and (iv) are, in the Agent's reasonable judgment in accordance with standard commercial practicesjudgment, creditworthy; (c) that are in payment of obligations that have been fully performed, do not consist of progress xxxxxxxx or xxxx and hold invoices and are not subject to dispute or any other similar claims that would reduce the cash amount payable therefor; (d) that are not subject to any pledge, restriction, security interest or other lien or encumbrance other than those created by the Loan Documentsencumbrance; (e) in which the Agent has a valid and perfected first priority security interest; (f) that are not outstanding for more than ninety one hundred eighty (90180) days past the earlier to occur of (i) the date of the respective invoices therefor and (ii) the date of shipment thereof in the case of goods or the end of the calendar month following the provision thereof in the case of services, unless the Agent in its discretion approves an extension of such time period; (g) that are not due from an account debtor or other obligor located in Minnesota unless the Borrower (i) has received a certificate of authority to do business and is in good standing in such state or (ii) has filed a notice of business activities report with the appropriate office or agency of such state for the current year; (hf) that are not due from any single account debtor or other obligor if more than twenty five percent (2025%) of the aggregate amount of all Accounts Receivable owing from such account debtor or other obligor would otherwise not be Eligible Accounts Receivable; (ig) that are payable in Dollars, Yen, Euros and other currencies acceptable to the Agent; and (jh) that are not payable from an office outside inside of the United States, Puerto Rico or Canada unless any country which is a member of the OECD or any other jurisdiction acceptable to the Agent in its reasonable discretion approves and the inclusion of such foreign receivablesBanks; and (k2) fifty percent (50%) of the aggregate of the unpaid portions of Accounts Receivable of Varian BV, Varian Japan and Varian Japan Holdings as determined in accordance with Generally Accepted Accounting Principles (net of any credits, rebates, offsets, holdbacks or other adjustments or commissions payable to third parties that are adjustments to such Accounts Receivable) (a) that the Borrower reasonably and in good faith determines to be collectible; (b) that are with account debtors or other obligors that (i) are not Affiliates of the Borrower, Varian BV, Varian Japan or Varian Japan Holdings, (ii) purchased the goods or services giving rise to the relevant Account Receivable in an arm's length transaction, (iii) are not insolvent or involved in any case or proceeding, whether voluntary or involuntary, under any bankruptcy, reorganization, arrangement, insolvency, adjustment of debt, dissolution, liquidation or similar law of any jurisdiction and (iv) are, in the Agent's reasonable judgment, creditworthy; (c) that are in payment of obligations that have been fully performed, do not consist of progress xxxxxxxx or xxxx and hold invoices and are not subject to dispute or any other similar claims that would reduce the cash amount payable therefor; (d) that are not secured by subject to any pledge, restriction, security interest or other lien or encumbrance; (e) that are not outstanding for more than one hundred eighty (180) days past the earlier to occur of (i) the date of the respective invoices therefor and (ii) the date of shipment thereof in the case of goods or the end of the calendar month following the provision thereof in the case of services; (f) that are not due from any single account debtor or other obligor if more than twenty five percent (25%) of the aggregate amount of all Accounts Receivable owing from such account debtor or other obligor would otherwise not be Eligible Accounts Receivable; (g) that are payable in Dollars, Yen, Euros and other currencies acceptable to the Agent; and (h) that are payable from an office inside of the United States, or any country which is a letter member of credit unless the OECD or any other jurisdiction acceptable to the Agent has a prior, perfected security interest in such letter of credit. General criteria for Eligible Accounts Receivable may be established and revised from time to time by the AgentBanks.

Eligible Accounts Receivable. The aggregate of the unpaid portions of ---------------------------- Accounts Receivable (net of any credits, rebates, offsets, holdbacks or other adjustments or commissions payable to third parties that are adjustments to such Accounts ReceivableAccounts) (a) that the Borrower Borrowers reasonably and in good faith determines determine to be collectible; (b) that are with account debtors or other obligors that (i) are not Affiliates of the BorrowerBorrowers, (ii) purchased or licensed the goods or services giving rise to the relevant Account Receivable in an arm's length transaction, (iii) are not insolvent or involved in any case or proceeding, whether voluntary or involuntary, under any bankruptcy, reorganization, arrangement, insolvency, adjustment of debt, dissolution, liquidation or similar law of any jurisdiction and (iv) are, in the Agent's reasonable judgment in accordance with standard commercial practicesjudgment, creditworthy; (c) that are in payment of obligations that have been fully performed, do not consist of progress xxxxxxxx or xxxx and hold invoices and are not subject to dispute or any other similar claims that would reduce the cash amount payable therefor; (d) that are not subject to any pledge, restriction, security interest or other lien or encumbrance other than those created by the Loan Documents; (e) in which the Agent has a valid and perfected first priority security interest; (f) that are not outstanding for more than ninety (90) days past the earlier to occur of (i) the date of the respective invoices therefor and (ii) the date of shipment thereof in the case of goods or the end of the calendar month following the provision thereof in the case of services, unless the Agent in its discretion approves an extension of such time period; (g) that are not due from an account debtor or other obligor located in Minnesota unless the applicable Borrower (i) has received a certificate of authority to do business and is in good standing in such state or (ii) has filed a notice of business activities report with the appropriate office or agency of such state for the current year; (h) that are not due from any single account debtor or other obligor if more than twenty thirty percent (2030%) of the aggregate amount of all Accounts Receivable owing from such account debtor or other obligor would otherwise not be Eligible Accounts Receivable; (i) that are payable in Dollars; (j) that are not payable from an office outside of the United States, Puerto Rico or Canada unless the Agent in its reasonable discretion approves the inclusion of such foreign receivables; and (k) that are not secured by a letter of credit credito unless the Agent has a prior, perfected security interest in such letter of credit. General criteria for Eligible Accounts Receivable may be established ; and revised from time (i) to time by the Agent.extent the account debtor on such Account is Cisco, are not more than 25% of the aggregate amount of all Accounts..

Eligible Accounts Receivable. The aggregate of the unpaid portions of ---------------------------- Accounts Receivable (net of any credits, rebates, offsets, holdbacks or other adjustments or commissions payable to third parties that are adjustments to such Accounts Receivable) (ai) that the Borrower reasonably and in good faith determines to be collectible; (bii) that are with account debtors or other obligors Customers that (iA) are not Affiliates of the Borrower, (iiB) purchased or licensed the goods or services giving rise to the relevant Account Receivable are Customers in an arm's length transaction, ; (iiiC) are not insolvent or involved in any case or proceedinginvolved, whether voluntary or involuntary, in any case or proceeding under any bankruptcy, reorganization, arrangement, insolvency, adjustment of debt, dissolution, liquidation or similar law of any jurisdiction jurisdiction; (D) which, from time to time, at the election of the Agent, have been reviewed by the Agent and (iv) are, found in the Agent's reasonable judgment in accordance with standard commercial practices, creditworthyto be collectible; (ciii) that are in payment of obligations that have been fully performed, do not consist of progress xxxxxxxx or xxxx and hold invoices performed and are not subject to dispute or any other similar claims that would reduce the cash amount payable therefor; (div) that are not subject to any pledge, restriction, security interest or other lien or encumbrance other than those created by the Loan Documents; (ev) in which the Agent has a valid and perfected first priority security interest; (fvi) that are not outstanding for more than ninety (90) days past the earlier to occur of (i) the date such Accounts Receivable are due, but in no event outstanding for more than 120 days from date of the respective invoices therefor and (ii) the date of shipment thereof in the case of goods or the end of the calendar month following the provision thereof in the case of services, unless the Agent in its discretion approves an extension of such time periodinvoice; (g) that are not due from an account debtor or other obligor located in Minnesota unless the Borrower (i) has received a certificate of authority to do business and is in good standing in such state or (ii) has filed a notice of business activities report with the appropriate office or agency of such state for the current year; (hvii) that are not due from any single account debtor or other obligor Customer if more than twenty fifteen percent (2015%) of the aggregate amount of all Accounts Receivable owing from such account debtor or other obligor Customer would otherwise not be Eligible Accounts Receivable; (iviii) that are payable in Dollars; (jix) that are not payable from an office outside of the United States, Puerto Rico or Canada unless the Agent in its reasonable discretion approves the inclusion of such foreign receivables; and (kx) that are not secured by a letter of credit unless the Agent has a prior, perfected security interest in such letter of credit; (xi) that originated in the ordinary course of business of the Borrower or ACFC; (xii) that are not due from any single Customer if, after including such Accounts Receivable, the Borrowing Base will be comprised of more than $2,000,000 of Accounts Receivable owing from such Customer PROVIDED, HOWEVER that Practice Receivables and ACFC Receivables shall not be included when calculating this $2,000,000 Customer concentration limitation; (xiii) that are not due from any single Customer if, after including such Accounts Receivable, the Borrowing Base will be comprised of more than $2,000,000 of Practice Receivables owing from such Customer; (xiv) that have not been transferred to Bravo pursuant to the Bravo Purchase Agreement or Capital pursuant to the Capital Purchase Agreement; (xv) that are not subject to any lien or negative pledge pursuant to the Bravo Credit Agreement or the Capital Lease-Receivables Purchase Agreement; (xvi) that if an ACFC Receivable, the Contract Files with respect to the Contracts relating thereto have been delivered to the Agent; (xvii) that with respect to which all the representations and warranties set forth in ss.8.21 of this Credit Agreement are true and correct in all material respects on and as of the date hereof except to the extent that any of such representations and warranties relate, by the express terms thereof, solely to a date prior to the relevant date; (xvii) that with respect to which the Borrower or ACFC has filed and maintained the effectiveness of UCC financing statements against the Obligor in order to perfect any security interest granted in such Contract in the related collateral of the Obligor; (xix) that satisfies all applicable requirements of the Borrower's Credit Policy or if an ACFC Receivable, the ACFC Credit Policy; (xx) that is freely assignable and arose under a Contract which is also freely assignable; and (xxi) that if an ACFC Receivable, (A) are not due from any single customer if, after including such Accounts Receivable, the Borrowing Base will be comprised of more than $5,000,000 of Accounts Receivable owing from such Customer, (B) are subject to a maximum advance rate pursuant to the ACFC Credit Policy not exceeding the sum of 80% of eligible accounts receivable outstanding for 90 days or less plus 50% of eligible inventory plus 75% of the orderly liquidation value of machinery as determined by an acceptable equipment appraiser and (C) that has been documented by experienced counsel in a manner consistent with sound industry standards. General criteria for Notwithstanding the foregoing, (i) the maximum aggregate gross amount of Progress Payment Notes which may be treated as Eligible Accounts Receivable is $10,000,000, and (ii) (A) the maximum aggregate gross amount of pre-approved specific use personally guaranteed lines of credit receivables which may be established treated as Eligible Accounts Receivable is $20,000,000 and revised (B) the maximum aggregate gross amount of Practice Receivables which may be treated as Eligible Accounts Receivable is $40,000,000. Furthermore, there shall be deducted from time Eligible Accounts Receivable at all times an amount equal to time by the Agentexcess of (x) the Borrower's Reissued Customer Receivables (originated and calculated after June 23, 1994) over (y) 10% of the Borrower's Gross Customer Receivables at such time.

Eligible Accounts Receivable. The aggregate of the unpaid portions of ---------------------------- Accounts Receivable (net of any credits, rebates, offsets, holdbacks or other adjustments or commissions payable to third parties that are adjustments to such Accounts Receivable) (a) that the Borrower reasonably and in good faith determines to be collectible; (b) that are with account debtors or other obligors that (i) are not Affiliates of the Borrower, (ii) purchased or licensed the goods or services giving rise to the relevant Account Accounts Receivable in an arm's length transaction, (iii) are not insolvent or involved in any case or proceeding, whether voluntary or involuntary, under any bankruptcy, reorganization, arrangement, insolvency, adjustment of debt, dissolution, liquidation or similar law of any jurisdiction and (iv) are, in the AgentLender's reasonable judgment in accordance with standard commercial practicesjudgment, creditworthy; (c) that are in payment of obligations that have been fully performed, do not consist of progress xxxxxxxx or xxxx and hold invoices and are not subject to dispute or any other similar claims that would reduce the cash amount payable therefor; (d) that are not subject to any pledge, restriction, security interest or other lien or encumbrance Lien other than those created by the Loan Documents; (e) in which the Agent Lender has a valid and perfected first priority security interest; (f) that are not outstanding for more than ninety (90) days past the earlier to occur of (i) the date of the respective invoices therefor and (ii) the date of shipment thereof in the case of goods or the end of the calendar month following the provision thereof in the case of services, unless the Agent in its discretion approves an extension of such time period; (g) that are not due from an account debtor or other obligor located in Minnesota unless the Borrower (i) has received a certificate of authority to do business and is in good standing in such state or (ii) has filed a notice of business activities report with the appropriate office or agency of such state for the current year; (h) that are not due from any single account debtor or other obligor if more than twenty percent (20%) of the aggregate amount of all Accounts Receivable owing from such account debtor or other obligor would otherwise not be Eligible Accounts Receivable; (i) that are payable in Dollars; (j) that are not payable from an office outside the ordinary course of the United States, Puerto Rico or Canada unless the Agent in its reasonable discretion approves the inclusion of such foreign receivablesBorrower's business; and (kh) that are not secured by a letter of credit unless the Agent Lender has a prior, perfected prior security interest in such letter of credit. General criteria for Eligible Accounts Receivable may be established and revised from time to time credit perfected by the Agentcontrol.

Eligible Accounts Receivable. The aggregate of the unpaid portions of ---------------------------- Accounts Receivable (net of any credits, rebates, offsets, holdbacks or other adjustments or commissions payable to third parties that are adjustments to such Accounts Receivable) ): (ai) that the Borrower reasonably and in good faith determines to be collectible; (bii) that are with account debtors or other obligors that (iA) are not Affiliates of the Borrower, (iiB) purchased or licensed the goods or services giving rise to the relevant Account Receivable in an arm's length transaction, (iiiC) are not insolvent or involved in any case or proceeding, whether voluntary or involuntary, under any bankruptcy, reorganization, arrangement, insolvency, adjustment of debt, dissolution, liquidation or similar law of any jurisdiction and (ivD) are, in the Administrative Agent's reasonable judgment in accordance with standard commercial practicesjudgment, creditworthy; (ciii) that are in payment of obligations that have been fully performed, do not consist of progress xxxxxxxx or xxxx and billxxxx xx bill xxx hold invoices and are not subject to dispute or any other similar claims that would reduce the cash amount payable therefor; (div) that are not subject to any pledge, restriction, security interest or other lien or encumbrance other than those created by the Loan Documents; (ev) in which the Administrative Agent has a valid and perfected first priority security interest; (fvi) that are not outstanding for more than ninety (90) days past the earlier to occur of (i) the due date of the respective invoices therefor and (ii) the date of shipment thereof in the case of goods or the end of the calendar month following the provision thereof in the case of services, unless the Agent in its discretion approves an extension of such time periodtherefor; (gvii) that are not due from an account debtor or other obligor located in Minnesota unless the Borrower (iA) has received a certificate of authority to do business and is in good standing in such state or (iiB) has filed a notice of business activities report with the appropriate office or agency of such state for the current year; (hviii) that are not due from any single account debtor or other obligor if more than twenty thirty percent (2030%) of the aggregate amount of all Accounts Receivable owing from such account debtor or other obligor would otherwise not be Eligible Accounts Receivable; (iix) that are payable in DollarsDollars or Canadian Dollars (solely in the case of Bell Xxxada, and provided that Bell Xxxada has become a Subsidiary Guarantor); (jx) that are not payable from an office outside of the United States, Puerto Rico States or Canada unless (solely in the Agent in its reasonable discretion approves the inclusion case of such foreign receivablesBell Xxxada, and provided that Bell Xxxada has become a Subsidiary Guarantor); and (kxi) that are not secured by a letter of credit unless the Administrative Agent has a prior, perfected security interest in such letter of credit. General criteria for Eligible Accounts Receivable may be established and revised from time to time by the Administrative Agent; provided that unless an Event of Default shall be continuing, any such revised criteria shall only apply to Accounts Receivable arising after the effective date of notice of such revisions.

Eligible Accounts Receivable. The aggregate of the unpaid portions of ---------------------------- Accounts Receivable (net of any credits, rebates, offsets, holdbacks or other adjustments or commissions payable to third parties that are adjustments to such Accounts Receivable) (a) that any of the Borrower Borrowers reasonably and in good faith determines determine to be collectible; (b) that are with account debtors or other obligors that (i) are not Affiliates of any of the BorrowerBorrowers (other than Transplace, Inc.), (ii) purchased or licensed the goods or services giving rise to the relevant Account Receivable in an arm's length transaction, (iii) are not insolvent or involved in any case or proceeding, whether voluntary or involuntary, under any bankruptcy, reorganization, arrangement, insolvency, adjustment of debt, dissolution, liquidation or similar law of any jurisdiction and (iv) are, in the Administrative Agent's reasonable judgment in accordance with standard commercial practicesjudgment, creditworthy; (c) that are in payment of obligations that have been fully performed, represent a final transaction, do not consist of progress xxxxxxxx or xxxx and hold invoices and are not subject to dispute or any other similar claims that would reduce the cash amount payable therefortherefor or could otherwise become subject to any right of setoff; (d) that are not subject to any pledge, restriction, security interest or other lien or encumbrance other than those created by the Loan Documents; (e) in which the Administrative Agent has a valid and perfected first priority security interest; (f) in the case of Residual Accounts Receivable, those that are not outstanding for more than ninety thirty (9030) days past the earlier to occur of (i) the date of the respective invoices therefor and (ii) the date of shipment thereof on which the transaction giving rise to the respective Accounts Receivable took place; (g) in the case of goods or the end of the calendar month following the provision thereof in the case of servicesall other Accounts Receivable, unless the Agent in its discretion approves an extension of such time period; (g) those that are not due from an account debtor or other obligor located in Minnesota unless the Borrower outstanding for more than (i) has received a certificate ninety (90) days past the date of authority to do business mailing of the respective invoices therefor and is in good standing in such state or (ii) has filed a notice of business activities report with one hundred twenty (120) days past the appropriate office or agency of such state for date on which the current yeartransaction giving rise to the respective Accounts Receivable took place; (h) that represent amounts due and payable for services which have been rendered and with respect to which an invoice has been issued (provided that the Borrowers may include, unless otherwise determined by the Administrative Agent, for a period not in excess of 30 days after the date on which the transaction giving rise to the respective Accounts Receivable took place, as Eligible Accounts Receivable hereunder, amounts due for services rendered as long as evidence satisfactory to the Administrative Agent that such services have been performed exists and can be made available to the Administrative Agent, upon its request); (i) that are not due from any single account debtor or other obligor if more than twenty fifty percent (2050%) of the aggregate amount of all Accounts Receivable owing from such account debtor or other obligor would otherwise not be Eligible Accounts Receivable; (ij) that are due from a single account debtor or other obligor and represent fifteen percent (15%) of the net amount of all Eligible Accounts Receivable; (k) that with respect to which no covenant, representation or warranty contained in this Credit Agreement has been breached; (l) that are payable in Dollars; (jm) that are not payable from an office outside of the United States, Puerto Rico or Canada unless the Agent in its reasonable discretion approves the inclusion of such foreign receivables; States and (k) that are not secured by a letter of credit unless the Administrative Agent has a prior, perfected prior security interest in such letter of creditcredit perfected by control; (n) that are not evidenced by chattel paper or an instrument of any kind, or have been reduced to a judgment; (o) that are not due from the United States of America or any department, agency or instrumentality thereof unless the Borrowers have assigned their right to payment from such account debtor with the Assignment of Claims Act of 1940 (31 U.S.C. Section 203 et seq., as amended); (p) that are not subject to an agreement with the account debtor or other obligor that extends the time of payment thereof and (q) that are not determined by the Administrative Agent, in the exercise of its reasonable discretion, to be ineligible. General criteria for Eligible Accounts Receivable may be established and revised from time to time by the Administrative Agent.

Eligible Accounts Receivable. The aggregate of the unpaid portions of ---------------------------- Accounts Receivable (net of any credits, rebates, offsets, holdbacks or other adjustments or commissions payable to third parties that are adjustments to such Accounts Receivable) which are generated in connection with Approved Credit Programs entered into by the Borrower (ai) that the Borrower reasonably and in good faith determines to be collectible; (bii) that are with account debtors or other obligors that (iA) are not Affiliates of the Borrower, (ii) purchased or licensed the goods or services giving rise to the relevant Account Receivable in an arm's length transaction, (iiiB) are not insolvent or involved in any case or proceeding, whether voluntary or involuntary, under any bankruptcy, reorganization, arrangement, insolvency, adjustment of debt, dissolution, liquidation or similar law of any jurisdiction and (ivC) are, in the Administrative Agent's reasonable judgment in accordance with standard commercial practicesjudgment, creditworthy; (ciii) that are in payment of obligations that have been fully performed, do not consist of progress xxxxxxxx or xxxx and hold invoices performed and are not subject to dispute or any other similar claims that would reduce the cash amount payable therefor; (div) that are not subject to any pledge, restriction, security interest or other lien or encumbrance other than those created by the Loan Documents; (ev) in which the Collateral Agent has a valid and perfected first priority security interest; (fvi) that call for payment not faster than fourteen (14) days past the date that the account debtor has received the application documents; (vii) that are not outstanding for more than ninety forty-five (9045) days past the earlier to occur of (i) the date of the respective invoices therefor and (ii) the date of shipment thereof in the case of goods or the end sale of the calendar month following the provision thereof in the case of services, unless the Agent in its discretion approves an extension of such time periodunderlying goods; (gviii) that are not due from an account debtor or other obligor located in Indiana, Minnesota or New Jersey unless the Borrower (iA) has received a certificate of authority to do business and is in good standing in such state or (iiB) has filed a notice of business activities report with the appropriate office or agency of such state for the current year; (h) that are not due from any single account debtor or other obligor if more than twenty percent (20%) of the aggregate amount of all Accounts Receivable owing from such account debtor or other obligor would otherwise not be Eligible Accounts Receivable; (iix) that are payable in Dollars; (jx) that are not payable from an office outside of the United States, Puerto Rico or Canada unless the Agent in its reasonable discretion approves the inclusion of such foreign receivables; and (kxi) that are not secured by a letter of credit unless the Collateral Agent has a prior, perfected security interest in such letter of credit. General criteria for Eligible Accounts Receivable may be established and revised from time to time by the Agent.

Eligible Accounts Receivable. The aggregate of the unpaid portions of ---------------------------- Accounts Receivable (net of any credits, rebates, offsets, holdbacks or other adjustments or commissions payable to third parties that are adjustments to such Accounts Receivable) (ai) that the Borrower reasonably and in good faith determines to be collectiblecollectible and not in dispute; (bii) that are with account debtors or other obligors that (iA) are not Affiliates of the Borrower, (iiB) are not the United States government or any agency or instrumentality thereof unless the Borrower shall have complied, upon the Agent's request therefor, with all requirements and procedures of the federal Assignment of Claims Act to the satisfaction of the Agent, (C) purchased or licensed the goods or services giving rise to the relevant Account Receivable in an arm's length transaction, (iiiD) are not insolvent or involved in any case or proceeding, whether voluntary or involuntary, under any bankruptcy, reorganization, arrangement, insolvency, adjustment of debt, dissolution, liquidation or similar law of any jurisdiction and (ivE) are, in the Agent's reasonable judgment in accordance with standard commercial practicesjudgment, creditworthy; (ciii) that are in payment of obligations that have been fully performed, do not consist of progress xxxxxxxx or xxxx and billxxxx xx bill xxx hold invoices and are not subject to dispute or any other similar claims that would reduce the cash amount payable therefor; (div) that are not subject to any pledge, restriction, security interest or other lien or encumbrance other than those created by the Loan Documents; (ev) in which the Agent Agent, for the benefit of the Banks and the Agent, has a valid and perfected first priority security interest; (fvi) that are not outstanding for more than ninety (90) days past the earlier to occur of (iA) the date of the respective invoices therefor and (iiB) the date of shipment thereof in the case of goods or the end of the calendar month following the provision thereof in the case of services, unless the Agent in its discretion approves an extension of such time period; (gvii) that are not due from an account debtor or other obligor located in Minnesota or any other jurisdiction in which a failure to receive a certificate of authority to do business is not subject to subsequent cure unless the Borrower or the applicable Guarantor (iA) has received a certificate of authority to do business and is in good standing in such state or (iiB) has filed a notice of business activities report with the appropriate office or agency of such state for the current year; (hviii) that are not due from any single account debtor or other obligor if more than twenty fifteen percent (2015%) of the aggregate amount of all Accounts Receivable owing from such account debtor or other obligor would otherwise not be Eligible Accounts Receivable; (iix) that are payable in Dollars; (jx) that are not payable from an office outside of the United States, Puerto Rico or Canada unless the Agent in its reasonable discretion approves the inclusion of such foreign receivables; and (kxi) that are not secured by a letter of credit unless the Agent has a prior, perfected security interest in such letter of credit. General criteria for Eligible Accounts Receivable may be established and revised for the benefit of the Banks from time to time by the AgentAgent in the exercise of its commercially reasonable discretion."

Eligible Accounts Receivable. The aggregate of the unpaid portions of ---------------------------- Accounts Receivable (net of any credits, rebates, offsets, holdbacks or other adjustments or commissions payable to third parties that are adjustments to such Accounts ReceivableReceivable and net of any Availability Reserves as determined by the Administrative Agent in its sole discretion) (ai) that the Borrower Borrowers reasonably and in good faith determines determine to be collectible; (bii) that are with account debtors or other obligors that (iA) are not Affiliates of the either Borrower, (iiB) purchased or licensed the goods or services giving rise to the relevant Account Receivable in an arm's length transaction, (iiiC) are not insolvent or involved in any case or proceedinginvolved, whether voluntary or involuntary, in any case or proceeding under any bankruptcy, reorganization, arrangement, insolvency, adjustment of debt, dissolution, liquidation or similar law of any jurisdiction and (ivD) are, in the Administrative Agent's reasonable judgment in accordance with standard commercial practicesjudgment, creditworthy; (ciii) that are in payment of obligations that have been fully performed, do not consist of progress xxxxxxxx or xxxx and hold invoices performed and are not subject to dispute or any other similar claims that would reduce the cash amount payable therefor; (div) that are not subject to any pledge, restriction, security interest or other lien or encumbrance other than those created by the Loan Documents; (ev) in which the Administrative Agent has a valid and perfected first priority security interest; (fvi) that are not (A) sixty (60) days past due as reflected on the respective invoices therefor and (B) outstanding for more than ninety one hundred fifty (90150) days past the earlier to occur of (iA) the date of the respective invoices therefor and (iiB) the date of shipment thereof in the case of goods or the end of the calendar month following the provision thereof in the case of services, unless the Agent in its discretion approves an extension of such time period; (gvii) that are not due from an account debtor or other obligor located in Indiana, Minnesota or New Jersey unless the such Borrower (iA) has received a certificate of authority to do business and is in good standing in such state or (iiB) has filed a notice of business activities report with the appropriate office or agency of such state for the current year; (hviii) that are not due from any single account debtor or other obligor if more than twenty thirty-five percent (2035%) of the aggregate amount of all Accounts Receivable owing from such account debtor or other obligor would otherwise not be Eligible Accounts Receivable, unless approved in writing by the Administrative Agent (except no such consent will be granted if more than fifty percent (50%) in the aggregate of all of such Accounts Receivable would otherwise not be Eligible Accounts Receivable); (iix) that are payable in Dollars; (jx) that are not payable from an office outside of the United StatesStates or Puerto Rico, Puerto Rico unless payment of such account is assured by a letter of credit from a financial institution acceptable to the Administrative Agent, arises from a shipment pursuant to a documentary letter of credit payable at sight, or Canada is owing from a foreign subsidiary of a U.S. corporation which has provided a comfort letter to the Administrative Agent that is in form and substance satisfactory to the Administrative Agent and the Lenders; (xi) that are not governed by the Federal Assignment of Claims Act, unless the Borrowers have taken all steps requested by the Administrative Agent to properly perfect the Administrative Agent's security interest in its reasonable discretion approves the inclusion of such foreign receivables; and Account Receivables, (kxii) that are not secured by a letter of credit unless the Administrative Agent has a prior, perfected security interest in such letter of credit. General criteria for Eligible Accounts Receivable may be established and revised from time to time by the Agent.

Eligible Accounts Receivable. The aggregate of the unpaid portions of ---------------------------- Accounts Receivable (net of any credits, rebates, contras, offsets, holdbacks or other adjustments or commissions payable to third parties that are adjustments to such Accounts Receivable) (ai) that the applicable Borrower reasonably and in good faith determines to be collectible; (bii) that are with account debtors or other obligors that (iA) are not Affiliates of the any Borrower or any Subsidiary of a Borrower, (iiB) purchased or licensed the goods or services giving rise to the relevant Account Receivable in an arm's length transaction, (iiiC) are not insolvent or involved in any case or proceeding, whether voluntary or involuntary, under any bankruptcy, reorganization, arrangement, insolvency, adjustment of debt, dissolution, liquidation or similar law of any jurisdiction and (ivD) are, in the Agent's reasonable judgment in accordance with standard commercial practicesjudgment, creditworthy; (ciii) that are in payment of obligations that have been fully performed, do not consist of progress xxxxxxxx bxxxxxxx or xxxx bxxx and hold invoices and are not subject to dispute or any other similar claims that would reduce the cash amount payable therefor; (div) that are not subject to any pledge, restriction, security interest or other lien or encumbrance Lien other than those created by the Loan Documents; (ev) in which the Agent has a valid and perfected first priority security interest; (fvi) that are not outstanding for more than ninety (90A) sixty (60) days past the due date thereof or (B) 120 days past the earlier to occur of (i) the date of the respective invoices therefor invoice thereof and (ii) the date of shipment thereof in the case of goods or the end of the calendar month following the provision thereof in the case of services, unless the Agent in its discretion approves an extension of such time periodshipment; (gvii) that are not due from an account debtor or other obligor located in Minnesota unless the such Borrower (iA) has received a certificate of authority to do business and is in good standing in such state or (iiB) has filed a notice of business activities report with the appropriate office or agency of such state for the current year; (hviii) that are not due from any single account debtor or other obligor if more than twenty fifty percent (2050%) of the aggregate amount of all Accounts Receivable owing from such account debtor or other obligor would otherwise not be Eligible Accounts Receivable; (iix) that are payable in Dollars; (jx) that are not payable from an office account debtor outside of the United States, Puerto Rico or Canada unless (A) such Accounts Receivable are secured by a letter of credit in form and substance satisfactory to the Agent and (y) the Agent has obtained a prior, perfected security interest in its reasonable discretion approves such letter of credit or (z) which pursuant to the inclusion terms thereof, causes all drawings made under such letter of credit to be payable solely to one of the Operating Accounts or (B) (x) the account debtor is located in the Dominion of Canada, (y) the Agent is reasonably satisfied that the Borrowers have taken all necessary steps to perfect the Agent's lien in such accounts in the Dominion of Canada and (z) the aggregate gross amount of such foreign receivablesaccounts receivable included as Eligible Accounts Receivable does not exceed $8,000,000; and provided that in the Agent's discretion up to an additional $5,000,000 in the aggregate of Accounts Receivable payable from an account debtor outside of the United States may be considered Eligible Accounts Receivable; (kxi) that are not secured by a letter of credit unless (A) the Agent has obtained a prior, perfected security interest in such letter of credit. General criteria for credit or (B) pursuant to the terms thereof, all drawings made under such letter of credit are payable solely to one of the Operating Accounts; and (xii) notwithstanding the foregoing clause (ii)(A) relating to Affiliates, Accounts Receivable from Glencore may be considered Eligible Accounts Receivable so long as such Accounts Receivable (a) are subject to a Non-Setoff Agreement between the applicable Borrowers and Glencore, provided that no Accounts Receivable of Glencore of the type described in paragraph four of the Non-Setoff Agreement with Glencore Ltd. may be established considered Eligible Accounts Receivable hereunder, and revised from time to time by (b) otherwise satisfy the Agenteligibility criteria set forth in clauses (i) through (xi) hereof.

Eligible Accounts Receivable. The aggregate of the unpaid portions of ---------------------------- Accounts Receivable (net of any credits, rebates, offsets, holdbacks or other adjustments or commissions payable to third parties that are adjustments to such Accounts Receivable) (a) that the Borrower Borrowers reasonably and in good faith determines determine to be collectible; (b) that are with account debtors or other obligors that (i) are not Affiliates of the any Borrower, (ii) purchased or licensed the goods or services giving rise to the relevant Account Receivable in an arm's length transaction, (iii) are not insolvent or involved in any case or proceeding, whether voluntary or involuntary, under any bankruptcy, reorganization, arrangement, insolvency, adjustment of debt, dissolution, liquidation or similar law of any jurisdiction and (iv) are, in the Agent's Majority Banks' reasonable judgment in accordance with standard commercial practicesjudgment, creditworthy; (c) that are in payment of obligations that have been fully performed, do not consist of progress xxxxxxxx or xxxx and hold invoices performed and are not subject to dispute or any other similar claims that would reduce the cash amount payable therefor; (d) that are not subject to any pledge, restriction, security interest or other lien or encumbrance other than those created by the Loan Documents; (e) in which the Agent has a valid and perfected first priority security interestinterest (other than in the case of Accounts Receivable of foreign Subsidiaries of Xomed International, Inc.); (f) that are not outstanding for more than the earlier to occur of (i) ninety (90) days past the earlier to occur of (iA) the date of the respective invoices therefor and (iiB) the date of shipment thereof in the case of goods or the end of the calendar month following the provision thereof in the case of services, unless services and (ii) thirty (30) days past the Agent in its discretion approves an extension of such time perioddue date thereof; and (g) that are not due from an account debtor or payable in Dollars (other obligor located in Minnesota unless the Borrower (i) has received a certificate of authority to do business and is in good standing in such state or (ii) has filed a notice of business activities report with the appropriate office or agency of such state for the current year; (h) that are not due from any single account debtor or other obligor if more than twenty percent (20%) of the aggregate amount of all Accounts Receivable owing from such account debtor or other obligor would otherwise not be Eligible Accounts Receivable; (i) that are payable in Dollars; (j) that are not payable from an office outside of the United States, Puerto Rico or Canada unless the Agent in its reasonable discretion approves the inclusion Holdings' indirect foreign Subsidiaries net of such foreign receivables; and (k) that are not secured by a letter of credit unless the Agent has a prior, perfected security interest in such letter of credit. General criteria their allowance for Eligible doubtful Accounts Receivable may be established and revised from time to time by the Agentin accordance with generally accepted accounting principles).

Eligible Accounts Receivable. The aggregate of the unpaid portions of ---------------------------- Accounts Receivable (net of any credits, rebates, offsets, holdbacks or other adjustments or commissions payable to third parties that are adjustments to such Accounts Receivable) (a) that the Borrower reasonably and in good faith determines to be collectible; (b) that are with account debtors or other obligors that (i) are not Affiliates of the Borrower, (ii) purchased or licensed the goods or services giving rise to the relevant Account Receivable in an arm's length transactionare Credit Card Providers, (iii) are not insolvent or involved in any case or proceeding, whether voluntary or involuntary, under any bankruptcy, reorganization, arrangement, insolvency, adjustment of debt, dissolution, liquidation or similar law of any jurisdiction and (iv) are, in the Agent's reasonable judgment in accordance with standard commercial practicesjudgment, creditworthy; (c) that are in payment of obligations that have been fully performed, do not consist of progress xxxxxxxx or xxxx and hold invoices performed and are not subject to dispute or any other similar claims that would reduce the cash amount payable therefor; (d) that are not subject to any pledge, restriction, security interest or other lien or encumbrance other than those created by the Loan DocumentsDocuments and Permitted Liens which are subordinate to the liens of the Agent; (e) in which the Agent has a valid and perfected first priority security interest; (f) that are not outstanding for more than ninety five (905) days Business Days past the earlier date the applicable Credit Card Provider is required to occur of make payment and that are not outstanding for more than ten (i10) Business Days past the date of sale of the respective invoices therefor and (ii) the date of shipment thereof underlying goods to a retail customer in the case ordinary course of goods or the end of the calendar month following the provision thereof in the case of services, unless the Agent in its discretion approves an extension of such time periodbusiness; (g) that are not due from an account debtor or other obligor located in Indiana, Minnesota or New Jersey unless the such Borrower (iA) has received a certificate of authority to do business and is in good standing in such state or (iiB) has filed a notice of business activities report with the appropriate office or agency of such state for the current year; (h) that are not due from any single account debtor or other obligor if more than twenty fifteen percent (2015%) of the aggregate amount of all Accounts Receivable owing from such account debtor or other obligor would otherwise not be Eligible Accounts Receivable; (i) that are payable in Dollars; (j) that are not payable from an office outside of the United States, Puerto Rico or Canada unless the Agent in its reasonable discretion approves the inclusion of such foreign receivables; and (k) that are not secured by a letter of credit unless the Agent has a prior, prior perfected security interest in such letter letters of credit. General criteria for Eligible Accounts Receivable may be established ; and revised (k) that are not payable from time to time by an office outside of the AgentUnited States.

Eligible Accounts Receivable. The aggregate of the unpaid portions of ---------------------------- Accounts Receivable (net of any credits, rebates, offsets, holdbacks or other adjustments or commissions payable to third parties that are adjustments to such Accounts Receivable) (ai) that the such Borrower reasonably and in good faith determines to be collectible; (bii) that are with account debtors or other obligors that (iA) are not Affiliates of the BorrowerCML or any of its Subsidiaries, (iiB) purchased or licensed the goods or services giving rise to the relevant Account Receivable in an arm's length transaction, (iiiC) are not insolvent or involved in the subject of any case or proceeding, whether voluntary or involuntary, under any bankruptcy, reorganization, arrangement, insolvency, adjustment of debt, dissolution, liquidation or similar law of any jurisdiction and (ivD) are, in the Administrative Agent's reasonable judgment in accordance with standard commercial practicesjudgment, creditworthy; (ciii) that are in payment of obligations that have been fully performed, do not consist of progress xxxxxxxx or xxxx and hold invoices performed and are not subject to dispute or any other similar claims that would reduce the cash amount payable therefor; (div) that are not subject to any pledge, restriction, security interest or other lien or encumbrance other than those created by the Loan Documents; (ev) in which the Administrative Agent has a valid and perfected first priority security interest; (fvi) that are not outstanding for more than (A) sixty (60) days past the date payment thereof is due or (B) ninety (90) days past the earlier to occur of (ix) the date of the respective invoices therefor and (iiy) the date of shipment thereof therefor in the case of goods or the end of the calendar month following the provision thereof in the case of services, unless the Agent in its discretion approves an extension of such time period; (gvii) that are not due from an account debtor or other obligor located in Indiana, Minnesota or New Jersey unless the such Borrower (iA) has received a certificate of authority to do business and is in good standing in such state or (iiB) has filed a notice of business activities report with the appropriate office or agency of such state for the current year; (hviii) that are not due from any single account debtor or other obligor if more than twenty twenty-five percent (2025%) of the aggregate amount of all Accounts Receivable owing from such account debtor or other obligor would otherwise not be Eligible Accounts ReceivableReceivable (after applying co-op advertising credits, if any, to the balances more than sixty (60) days past the date payment thereof is due); (iix) that are payable in Dollars; (jx) that are not payable from an office outside of the United States, Puerto Rico States or Canada unless the Agent in its reasonable discretion approves the inclusion of such foreign receivablesCanada; and (kxi) that are not secured by a letter of credit unless the Administrative Agent has a prior, perfected security interest in such letter of credit. General criteria for ; (xii) that are not "bill-xxx-hold", guaranteed sale, sale-or-return, sale on approval or consignment basis receivables; (xiii) that are not receivables arising under any Private Label Credit Card Program or any other credit card receivables; (xiv) that are not due from any single account debtor (other than American Express Company, Sears Roebxxx xxx Company and Target Stores, a division of Daytxx Xxxxxx Xxxporation if and to the extent that, after inclusion of such Account Receivable in Eligible Accounts Receivable, the aggregate amount of Eligible Accounts Receivable may be established owing from such account debtor would exceed twenty percent (20%) of the aggregate amount of all Eligible Accounts Receivable; (xv) in the case of NordicTrack, that are not due from NorWest Bank Minnesota, N.A.; and revised (xvi) in the case of S&H, that do not arise from time to time the sale of mailing lists or are due from Felissimo Corporation. ELIGIBLE ASSIGNEE. Any of (i) a commercial bank or finance company organized under the laws of the United States, or any State thereof or the District of Columbia, and having total assets in excess of $1,000,000,000; (ii) a savings and loan association or savings bank organized under the laws of the United States, or any State thereof or the District of Columbia, and having a net worth of at least $100,000,000, calculated in accordance with generally accepted accounting principles; (iii) a commercial bank organized under the laws of any other country which is a member of the Organization for Economic Cooperation and Development (the "OECD"), or a political subdivision of any such country, and having total assets in excess of $1,000,000,000, PROVIDED that such bank is acting through a branch or agency located in the country in which it is organized or another country which is also a member of the OECD; (iv) the central bank of any country which is a member of the OECD; and (v) if, but only if, any Event of Default has occurred and is continuing, any other bank, insurance company, commercial finance company or other financial institution or other Person approved by the Administrative Agent, such approval not to be unreasonably withheld.

Eligible Accounts Receivable. The aggregate of the unpaid portions of ---------------------------- Accounts Receivable of the Borrower and its Subsidiaries (net of any credits, rebates, offsets, holdbacks or other adjustments or commissions payable to third parties that are adjustments to such Accounts Receivable) (ai) that the Borrower or each Subsidiary reasonably and in good faith determines to be collectible; (bii) that are with account debtors or other obligors that (iA) are not Affiliates of the BorrowerBorrower or such Subsidiary, (iiB) purchased or licensed the goods or services giving rise to the relevant Account Receivable in an arm's length transaction, (iiiC) are not insolvent or involved in any case or proceeding, whether voluntary or involuntary, under any bankruptcy, reorganization, arrangement, insolvency, adjustment of debt, dissolution, liquidation or similar law of any jurisdiction and (ivD) are, in the Agent's reasonable judgment in accordance with standard commercial practicesjudgment, creditworthy; (ciii) that are in payment of obligations that have been fully performed, do not consist of progress xxxxxxxx or xxxx and billxxxx xx bill xxx hold invoices and are not subject to dispute or any other similar claims that would reduce the cash amount payable therefor; (div) that are not subject to any pledge, restriction, security interest or other lien or encumbrance other than those created by the Loan Documents; (ev) in which the Agent has a valid and perfected first priority security interest; (fvi) that are not outstanding for more than ninety (90) days (except with respect to Accounts Receivable from Anicom, Inc. and any of its Subsidiaries, 120 days) past the earlier to occur of (iA) the date of the respective invoices therefor and (iiB) the date of shipment thereof in the case of goods or the end of the calendar month following the provision thereof in the case of services, unless the Agent in its discretion approves an extension of such time period; (gvii) that are not due from an account debtor or other obligor located in Minnesota unless the Borrower (iA) has received a certificate of authority to do business and is in good standing in such state or (iiB) has filed a notice of business activities report with the appropriate office or agency of such state for the current year; (hviii) that are not due from any single account debtor or other obligor if more than twenty fifteen percent (2015%) of the aggregate amount of all Accounts Receivable owing from such account debtor or other obligor would otherwise not be Eligible Accounts Receivable; (iix) that are payable in Dollars; (jx) that are not payable from an office outside of the United States, Puerto Rico or Canada unless Rico, the Agent in its reasonable discretion approves the inclusion of such foreign receivablesVirgin Islands and Canada; and (kxi) that are not secured by a letter of credit unless the Agent has a prior, perfected security interest in such letter of credit. General criteria for Eligible Accounts Receivable may be established and revised from time to time by the Agent in its reasonable business judgement. ELIGIBLE ASSIGNEE. Any bank, insurance company, commercial finance company or other financial institution or other Person approved by the Agent, such approval not to be unreasonably withheld.

Eligible Accounts Receivable. The aggregate of the unpaid portions of ---------------------------- Accounts Receivable (net of any credits, rebates, offsets, holdbacks or other adjustments or commissions payable to third parties that are adjustments to such Accounts Receivable) (ai) that the such Borrower reasonably and in good faith determines to be collectible; (bii) that are with account debtors or other obligors that (iA) are not Affiliates of the BorrowerCML or any of its Subsidiaries, (iiB) purchased or licensed the goods or services giving rise to the relevant Account Receivable in an arm's length transaction, (iiiC) are not insolvent or involved in the subject of any case or proceeding, whether voluntary or involuntary, under any bankruptcy, reorganization, arrangement, insolvency, adjustment of debt, dissolution, liquidation or similar law of any jurisdiction and (ivD) are, in the Administrative Agent's reasonable judgment in accordance with standard commercial practicesjudgment, creditworthy; (ciii) that are in payment of obligations that have been fully performed, do not consist of progress xxxxxxxx or xxxx and hold invoices performed and are not subject to dispute or any other similar claims that would reduce the cash amount payable therefor; (div) that are not subject to any pledge, restriction, security interest or other lien or encumbrance other than those created by the Loan Documents; (ev) in which the Administrative Agent has a valid and perfected first priority security interest; (fvi) that are not outstanding for more than (A) sixty (60) days past the date payment thereof is due or (B) ninety (90) days past the earlier to occur of (ix) the date of the respective invoices therefor and (iiy) the date of shipment thereof therefor in the case of goods or the end of the calendar month following the provision thereof in the case of services, unless the Agent in its discretion approves an extension of such time period; (gvii) that are not due from an account debtor or other obligor located in Indiana, Minnesota or New Jersey unless the such Borrower (iA) has received a certificate of authority to do business and is in good standing in such state or (iiB) has filed a notice of business activities report with the appropriate office or agency of such state for the current year; (hviii) that are not due from any single account debtor or other obligor if more than twenty twenty-five percent (2025%) of the aggregate amount of all Accounts Receivable owing from such account debtor or other obligor would otherwise not be Eligible Accounts ReceivableReceivable (after applying co-op advertising credits, if any, to the balances more than sixty (60) days past the date payment thereof is due); (iix) that are payable in Dollars; (jx) that are not payable from an office outside of the United States, Puerto Rico States or Canada unless the Agent in its reasonable discretion approves the inclusion of such foreign receivablesCanada; and (kxi) that are not secured by a letter of credit unless the Administrative Agent has a prior, perfected security interest in such letter of credit. General criteria for ; (xii) that are not "bill-xxx-hold", guaranteed sale, sale-or-return, sale on approval or consignment basis receivables; (xiii) that are not receivables arising under any Private Label Credit Card Program or any other credit card receivables; (xiv) that are not due from any single account debtor (other than American Express Company, Sears Roebxxx xxx Company and Target Stores, a division of Daytxx Xxxxxx Xxxporation if and to the extent that, after inclusion of such Account Receivable in Eligible Accounts Receivable, the aggregate amount of Eligible Accounts Receivable may be established owing from such account debtor would exceed twenty percent (20%) of the aggregate amount of all Eligible Accounts Receivable; (xv) in the case of NordicTrack, that are not due from NorWest Bank Minnesota, N.A.; and revised (xvi) in the case of S&H, that do not arise from time to time the sale of mailing lists or are due from Felissimo Corporation. ELIGIBLE ASSIGNEE. Any of (i) a commercial bank or finance company organized under the laws of the United States, or any State thereof or the District of Columbia, and having total assets in excess of $1,000,000,000; (ii) a savings and loan association or savings bank organized under the laws of the United States, or any State thereof or the District of Columbia, and having a net worth of at least $100,000,000, calculated in accordance with generally accepted accounting principles; (iii) a commercial bank organized under the laws of any other country which is a member of the Organization for Economic Cooperation and Development (the "OECD"), or a political subdivision of any such country, and having total assets in excess of $1,000,000,000, PROVIDED that such bank is acting through a branch or agency located in the country in which it is organized or another country which is also a member of the OECD; (iv) the central bank of any country which is a member of the OECD; and (v) any other bank, insurance company, commercial finance company or other financial institution or other Person approved by the Administrative Agent., such approval not to be unreasonably withheld and to be based only on the creditworthiness of the potential assignee and the Administrative Agent's satisfaction that such potential assignee's obligations hereunder will be enforceable. ELIGIBLE INVENTORY. With respect to S&H, finished goods owned by such Borrower; PROVIDED that Eligible Inventory shall not include any inventory (i) held on consignment, or not otherwise owned by such Borrower, or of a type no longer sold by such Borrower; (ii) which has been returned by a customer or is 16 damaged or subject to any legal encumbrance other than Permitted Liens; (iii) which is not in the possession of such Borrower unless (A) such inventory is subject to a documentary letter of credit issued by a lender approved by the Administrative Agent and the Administrative Agent has possession of and a first priority, perfected security interest in the documents of title relating to such inventory, (B) such inventory is in transit from one Permitted Inventory Location of such Borrower within the United States of America to another Permitted Inventory Location of such Borrower within the United States of America or (C) the aggregate gross book value of such inventory does not exceed $6,000,000 with respect to inventory located at such Borrower's distribution center and warehouse located at 8145 Xxxxxx Xxxxx, Florence, Kentucky and operated by The Discovery Channel Store, Inc. pursuant to the Cooperation and Services Agreement between The Discovery Channel Store, Inc. and such Borrower, and $1,750,000 with respect to all other inventory locations and the Administrative Agent has received (x) a waiver in form and substance satisfactory to the Administrative Agent from the possessor of such inventory, (y) financing statements in form and substance satisfactory to the Administrative Agent executed and delivered by such Borrower as secured party/bailxx xxx the possessor of such inventory as debtor/bailee, for filing in the appropriate jurisdictions PROVIDED, HOWEVER, that the Administrative Agent may, with the consent of the Majority Lenders, waive the foregoing requirement with respect to financing statements, and (z) an assignment in form and substance satisfactory to the Administrative Agent by the secured party/bailxx xx the Administrative Agent of the aforementioned financing statements; (iv) in which the Administrative Agent does not have a valid and perfected first priority security interest; (v) which has been shipped to a customer of such Borrower regardless of whether such shipment is on a consignment basis; (vi) which is not located at a Permitted Inventory Location of such Borrower within the United States of America, unless (A) such inventory is subject to a documentary letter of credit issued by a lender approved by the Administrative Agent and the Administrative Agent has possession of and a first priority, perfected security interest in the documents of title relating to such inventory or (B) such inventory is in transit from one Permitted Inventory Location of such Borrower within the United States of America to another Permitted Inventory Location of such Borrower within the United States of America; (vii) which the Majority Lenders reasonably deem to be obsolete or not marketable; (viii) which is located in California unless the Administrative Agent has received a legal opinion in form and substance satisfactory to the Administrative Agent that the Loan Documents comply with the provisions of ss.9102(5)(b) of the Uniform Commercial Code as in effect in California, or (ix) which consists of live plantings. ELIGIBLE NORDICTRACK INVENTORY. With respect to NordicTrack, finished goods owned by NordicTrack; PROVIDED that Eligible NordicTrack Inventory shall not include any inventory (i) consisting of work-in-progress or raw materials; (ii) held on consignment, or not otherwise owned by NordicTrack, or of a type no longer sold by NordicTrack; (iii) which has been returned by a customer or is damaged or subject to any legal encumbrance other than Permitted Liens; (iv) which is not in the possession of NordicTrack unless (A) such inventory is subject to a documentary letter of credit issued by a lender approved by the Administrative Agent and the Administrative Agent has possession of and a first priority, perfected security interest in the documents of title relating to such inventory, (B) such inventory is in transit from one Permitted Inventory Location of NordicTrack within the United States of America to another Permitted Inventory Location of NT or NA, as applicable, within the United States of America or (C) the aggregate gross book value of such inventory does not exceed $4,250,000 and the Administrative Agent has received (x) a waiver in form and substance satisfactory to the Administrative Agent from the possessor of such inventory, (y) financing statements in form and substance satisfactory to the Administrative Agent executed and delivered by NT or NA, as applicable, as secured party/bailxx xxx the possessor of such inventory as debtor/bailee, for filing in the appropriate jurisdictions PROVIDED, HOWEVER, that the Administrative Agent may, with the consent of the Majority Lenders, waive the foregoing requirement with respect to financing statements, and (z) an assignment in form and substance satisfactory to the Administrative Agent by the secured party/bailxx xx the Administrative Agent of the aforementioned financing statements; (v) in which the Administrative Agent does not have a valid and perfected first priority security interest; (vi) which has been shipped to a customer of NordicTrack regardless of whether such shipment is on a consignment basis; (vii) which is not located at a Permitted Inventory Location of NT or NA, as applicable, within the United States of America, unless (A) such inventory is subject to a

Eligible Accounts Receivable. The aggregate of the unpaid portions of ---------------------------- Accounts Receivable (net of any credits, rebates, offsets, holdbacks or other adjustments or commissions payable to third parties that are adjustments to such Accounts Receivable) (ai) that the Borrower reasonably and in good faith determines to be collectible; (bii) that are with account debtors or other obligors Customers that (iA) are not Affiliates of the Borrower, (iiB) purchased or licensed the goods or services giving rise to the relevant Account Receivable are Customers in an arm's length transaction, ; (iiiC) are not insolvent or involved in any case or proceedinginvolved, whether voluntary or involuntary, in any case or proceeding under any bankruptcy, reorganization, arrangement, insolvency, adjustment of debt, dissolution, liquidation or similar law of any jurisdiction jurisdiction; (D) which, from time to time, at the election of the Agent, have been reviewed by the Agent and (iv) are, found in the Agent's reasonable judgment in accordance with standard commercial practices, creditworthyto be collectible; (ciii) that are in payment of obligations that have been fully performed, do not consist of progress xxxxxxxx or xxxx and hold invoices performed and are not subject to dispute or any other similar claims that would reduce the cash amount payable therefor; (div) that are not subject to any pledge, restriction, security interest or other lien or encumbrance other than those created by the Loan Documents; (ev) in which the Agent has a valid and perfected first priority security interest; (fvi) that are not outstanding for more than ninety (90) days past the earlier to occur of (i) the date such Accounts Receivable are due, but in no event outstanding for more than 120 days from date of the respective invoices therefor and (ii) the date of shipment thereof in the case of goods or the end of the calendar month following the provision thereof in the case of services, unless the Agent in its discretion approves an extension of such time periodinvoice; (g) that are not due from an account debtor or other obligor located in Minnesota unless the Borrower (i) has received a certificate of authority to do business and is in good standing in such state or (ii) has filed a notice of business activities report with the appropriate office or agency of such state for the current year; (hvii) that are not due from any single account debtor or other obligor Customer if more than twenty fifteen percent (2015%) of the aggregate amount of all Accounts Receivable owing from such account debtor or other obligor Customer would otherwise not be Eligible Accounts Receivable; (iviii) that are payable in Dollars; (jix) that are not payable from an office outside of the United States, Puerto Rico or Canada unless the Agent in its reasonable discretion approves the inclusion of such foreign receivables; and (kx) that are not secured by a letter of credit unless the Agent has a prior, perfected security interest in such letter of credit; (xi) that originated in the ordinary course of business of the Borrower or ACFC; (xii) that are not due from any single Customer if, after including such Accounts Receivable, the Borrowing Base will be comprised of more than $1,000,000 of Accounts Receivable owing from such Customer PROVIDED, HOWEVER that Practice Receivables and ACFC Receivables shall not be included when calculating this $1,000,000 Customer concentration limitation; (xiii) that are not due from any single Customer if, after including such Accounts Receivable, the Borrowing Base will be comprised of more than $1,000,000 of Practice Receivables owing from such Customer; (xiv) that have not been transferred to Bravo pursuant to the Bravo Purchase Agreement or Capital pursuant to the Capital Purchase Agreement; (xv) that are not subject to any lien or negative pledge pursuant to the Bravo Credit Agreement or the Capital Lease-Receivables Purchase Agreement; (xvi) that if an ACFC Receivable, the Contract Files with respect to the Contracts relating thereto have been delivered to the Agent; (xvii) that with respect to which all the representations and warranties set forth in ss.8.21 of this Credit Agreement are true and correct in all material respects on and as of the date hereof except to the extent that any of such representations and warranties relate, by the express terms thereof, solely to a date prior to the relevant date; (xvii) that with respect to which the Borrower or ACFC has filed and maintained the effectiveness of UCC financing statements against the Obligor in order to perfect any security interest granted in such Contract in the related collateral of the Obligor; (xix) that satisfies all applicable requirements of the Borrower's Credit Policy or if an ACFC Receivable, the ACFC Credit Policy; (xx) that is freely assignable and arose under a Contract which is also freely assignable; and (xxi) that if an ACFC Receivable, (A) are not due from any single customer if, after including such Accounts Receivable, the Borrowing Base will be comprised of more than $5,000,000 of Accounts Receivable owing from such Customer, (B) are subject to a maximum advance rate pursuant to the ACFC Credit Policy not exceeding the sum of 80% of eligible accounts receivable outstanding for 90 days or less plus 50% of eligible inventory plus 75% of the orderly liquidation value of machinery as determined by an acceptable equipment appraiser and (C) that has been documented by experienced counsel in a manner consistent with sound industry standards. General criteria Notwithstanding the foregoing, (i) Accounts Receivable of the Borrower that have balances outstanding for more than 120 days from date of invoice and less than 150 days from date of invoice may be treated as Eligible Accounts Receivable so long as not more than five and one-quarter percent (5.25%) of the Borrowing Base is comprised of such Accounts Receivable, and (ii) the maximum aggregate combined amount of (A) pre-approved specific use personally guaranteed lines of credit and (B) Practice Receivables which may be established treated as Eligible Accounts Receivable is $20,000,000. ELIGIBLE ASSIGNEE. Any of (i) a commercial bank or finance company organized under the laws of the United States, or any State thereof or the District of Columbia, and revised from time to time having total assets in excess of $1,000,000,000; (ii) a savings and loan association or savings bank organized under the laws of the United States, or any State thereof or the District of Columbia, and having a net worth of at least $100,000,000, calculated in accordance with generally accepted accounting principles; (iii) a commercial bank organized under the laws of any other country which is a member of the Organization for Economic Cooperation and Development (the "OECD"), or a political subdivision of any such country, and having total assets in excess of $1,000,000,000, PROVIDED that such bank is acting through a branch or agency located in the country in which it is organized or another country which is also a member of the OECD; (iv) the central bank of any country which is a member of the OECD; and (v) if, but only if, an Event of Default has occurred and is continuing, any other bank, insurance company, commercial finance company or other financial institution or other Person approved by the Agent, such approval not to be unreasonably withheld.

Eligible Accounts Receivable. The aggregate of the unpaid portions of ---------------------------- Accounts Receivable (net of any credits, rebates, offsets, holdbacks or other adjustments or commissions payable to third parties that are adjustments to such Accounts Receivable) (ai) that the Borrower reasonably and in good faith determines to be collectible; (bii) that are with account debtors or other obligors that (iA) are not Affiliates of the Borrower, (iiB) purchased or licensed the goods or services giving rise to the relevant Account Receivable in an arm's length transaction, (iiiC) are not insolvent or involved in any case or proceeding, whether voluntary or involuntary, under any bankruptcy, reorganization, arrangement, insolvency, adjustment of debt, dissolution, liquidation or similar law of any jurisdiction and (ivD) are, in the Agent's reasonable judgment in accordance with standard commercial practicesjudgment, creditworthy; (ciii) that are in payment of obligations that have been fully performed, do not consist of progress xxxxxxxx or xxxx and billxxxx xx bill xxx hold invoices and are not subject to dispute or any other similar claims that would reduce the cash amount payable therefor; (div) that are not subject to any pledge, restriction, security interest or other lien or encumbrance other than those created by the Loan Documents; (ev) in which the Agent has a valid and perfected first priority security interest; (fvi) that (A) with respect to Accounts Receivable originated by OutSource Franchising, are not outstanding for more than sixty (60) days past the date of the respective invoices therefor and (B) with respect to the Accounts Receivable originated by any other Originator, are not outstanding for more than ninety (90) days past the earlier to occur of (i) the date of the respective invoices therefor and therefor, (ii) the date of shipment thereof in the case of goods or the end of the calendar month following the provision thereof in the case of services, unless the Agent in its discretion approves an extension of such time period; (gvii) that are not due from an account debtor or other obligor located in Minnesota unless the Borrower (iA) has received a certificate of authority to do business and is in good standing in such state or (iiB) has filed a notice of business activities report with the appropriate office or agency of such state for the current year; (hviii) that are not due from any single account debtor or other obligor if more than twenty percent (20%) of the aggregate amount of all Accounts Receivable owing from such account debtor or other obligor would otherwise not be Eligible Accounts Receivableare more than one hundred twenty (120) days past the date of the respective invoices therefor; (iix) that are payable in Dollars; (jx) that are not payable from an office outside of the United States, Puerto Rico or Canada unless the Agent in its reasonable discretion approves the inclusion of such foreign receivables; and (kxi) that are not secured by a letter of credit unless the Agent has a prior, perfected security interest in such letter of credit. General criteria for Eligible Accounts credit and (xii) that satisfy and have been originated in accordance with all applicable requirements of the Credit and Collection Policy (as defined in the Receivable may be established and revised from time to time by the AgentPurchase Agreement).

Eligible Accounts Receivable. The aggregate of the unpaid portions of ---------------------------- Accounts Receivable (net of any credits, rebates, offsets, holdbacks or other adjustments or commissions payable to third parties that are adjustments to such Accounts Receivable) (a) that the Borrower reasonably and in good faith determines to be collectible; (b) that are with account debtors or other obligors that (i) are not Affiliates of the Borrower, (ii) purchased or licensed the goods or services giving rise to the relevant Account Receivable in an arm's length transaction, (iii) are not insolvent or involved in any case or proceeding, whether voluntary or involuntary, under any bankruptcy, reorganization, arrangement, insolvency, adjustment of debt, dissolution, liquidation or similar law of any jurisdiction and (iv) are, in the Agent's reasonable judgment in accordance with standard commercial practices, creditworthy; (c) that are in payment of obligations that have been fully performedperformed (except those Accounts Receivable constituting the License Renewal Receivables), do not consist of progress xxxxxxxx or xxxx and hold invoices and are not subject to dispute or any other similar claims that would reduce the cash amount payable therefor; (d) that are not subject to any pledge, restriction, security interest or other lien or encumbrance other than those created by the Loan Documents; (e) in which the Agent has a valid and perfected first priority security interest; (f) except for Accounts Receivable constituting the Extended Accounts Receivable, that are not outstanding for more than ninety (90) days past the earlier to occur of (i) the date of the respective invoices therefor and (ii) the date of shipment thereof in the case of goods or the end of the calendar month following the provision thereof in the case of services, unless the Agent in its discretion approves an extension of such time period; (g) as to those Accounts Receivable constituting Extended Accounts Receivable, and without duplication of subparagraph (f) above, (i) that are not outstanding for more than one year past the date of the respective invoices thereof; (ii) the portion which is due and payable by the account debtor is not outstanding for more than ninety (90) days past the due date thereon; and (iii) that relate solely to amounts actually due and payable on such Account Receivable within one hundred twenty (120) days from the date of calculation of the Borrowing Base; (h) that are not due from an account debtor or other obligor located in Minnesota unless the Borrower (i) has received a certificate of authority to do business and is in good standing in such state or (ii) has filed a notice of business activities report with the appropriate office or agency of such state for the current year; (hi) that are not due from any single account debtor or other obligor if more than twenty fifty percent (2050%) of the aggregate amount of all Accounts Receivable owing from such account debtor or other obligor would otherwise not be Eligible Accounts Receivable; (ij) that are payable in Dollars or Canadian Dollars; (jk) that are not payable from an office outside of the United States, Puerto Rico or Canada unless the Agent in its reasonable discretion approves the inclusion of such foreign receivables; and (kl) that are not secured by a letter of credit on behalf of an account debtor or other obligor unless the Agent has a prior, perfected security interest in such letter of credit. General criteria for Eligible Accounts Receivable may be established and revised from time to time by the Agent. Notwithstanding anything to the contrary contained herein, and for the avoidance of doubt, the parties hereto hereby agree that as to any Account Receivable which qualifies as an Extended Account Receivable, immediately upon the Borrower initially including such Account Receivable in calculating its Borrowing Base under either clause (f) hereof or clause (g) hereof, as the case may be, the Borrower shall not subsequently be permitted to include such Account Receivable under a different subparagraph of this definition.