Common use of Eligible Accounts Clause in Contracts

Eligible Accounts. All of the Accounts owned by any Borrower and reflected in the most recent Borrowing Base Certificate delivered by such Borrower to Agent shall be “Eligible Accounts” for purposes of this Agreement, except any Account to which any of the exclusionary criteria set forth below applies. In addition, Agent reserves the right, at any time and from time to time after the Closing Date, to adjust any of the criteria set forth below, to establish new criteria and to adjust advance rates with respect to Eligible Accounts, in its reasonable credit judgment exercised in good faith; provided, that (i) any increase of any advance rate above its Original Advance Rate is subject to the approval of all Lenders and (ii) any adjustment by Agent to any criterion set forth below that results in such criterion being less restrictive than as in effect on the Closing Date shall be subject to approval of Requisite Lenders. Eligible Accounts shall not include any Account of any Borrower: (a) which does not arise from the sale of goods or the performance of services by such Borrower in the ordinary course of its business; (b) upon which (i) such Borrower’s right to receive payment is contingent upon the fulfillment of any condition by such Borrower or (ii) such Borrower is not able to bring suit or otherwise enforce its remedies against the Account Debtor through judicial process; (c) to the extent that any defense, counterclaim, setoff or dispute is asserted as to such Account; (d) if the Account represents a progress billing consisting of an invoice for goods sold or used or services rendered pursuant to a contract under which the Account Debtor’s obligation to pay that invoice is subject to such Borrower’s completion of further performance under such contract; (e) that is not a true and correct statement of bona fide indebtedness incurred in the amount of the Account for merchandise sold to or services rendered and accepted by the applicable Account Debtor; (f) with respect to which an invoice, that is not unacceptable to Agent (in its reasonable judgment) in form and substance, has not been sent to the applicable Account Debtor; (g) (i) that is not owned by such Borrower or (ii) to the extent it is subject to any right, claim, security interest or other interest of any other Person, other than Liens in favor of Agent, on behalf of itself and Lenders, and Trustee, on behalf of the holders of Senior Notes; (h) that arises from a sale to any director, officer, other employee or Affiliate of any Credit Party, or to any entity that has any common officer or director with any Credit Party; provided, however, that a sale to any Person that is an Affiliate or such an entity shall not be excluded under this paragraph (h) if such Person is an Affiliate or such an entity solely because it is controlled by BRS or a fund managed by BRS; (i) that is the obligation of an Account Debtor that is the United States or Canadian government or a political subdivision thereof, or any state, county, province or municipality or department, agency or instrumentality thereof unless Agent, in its sole discretion, has agreed to the contrary in writing and such Borrower, if necessary or desirable, has complied with the Federal Assignment of Claims Act of 1940, any Canadian equivalent thereof, or any applicable state, county or municipal law restricting assignment thereof, with respect to such obligation; provided, so long as no Default or Event of Default shall have occurred and be continuing, Accounts described in this Section 1.6(i) and identified to the Agent pursuant to Section 5.10 shall be deemed Eligible Accounts to the extent such Accounts in the aggregate outstanding at any time do not exceed $1,500,000 and otherwise meet the eligibility criteria set forth in this Section 1.6; (j) that is the obligation of an Account Debtor located in a foreign country other than Canada (excluding the provinces of Newfoundland, the Northwest Territories and the Territory of Nunavit), unless payment thereof is assured by a letter of credit assigned and delivered to Agent, reasonably satisfactory to Agent as to form, amount and issuer; (k) to the extent such Borrower or any Subsidiary thereof is liable for goods sold or services rendered by the applicable Account Debtor to such Borrower or any Subsidiary thereof but only to the extent of the potential offset; (l) that arises with respect to goods that are delivered on a xxxx-and-hold, cash-on-delivery basis or placed on consignment, guaranteed sale or other terms by reason of which the payment by the Account Debtor is or may be conditional; (m) that is in default; provided, that, without limiting the generality of the foregoing, an Account shall be deemed in default upon the occurrence of any of the following: (i) the Account is not paid within the earlier of: sixty (60) days following its due date or ninety (90) days following its original invoice date; (ii) the Account Debtor obligated upon such Account suspends business, makes a general assignment for the benefit of creditors or fails to pay its debts generally as they come due; or (iii) a petition is filed by or against any Account Debtor obligated upon such Account under any bankruptcy law or any other federal, state or foreign (including any provincial) receivership, insolvency relief or other law or laws for the relief of debtors; (n) that is the obligation of an Account Debtor if fifty percent (50%) or more of the Dollar amount of all Accounts owing by that Account Debtor are ineligible under the other criteria set forth in paragraph (m) of this Section 1.6; (o) as to which Agent’s Lien thereon, on behalf of itself and Lenders, is not a first priority perfected Lien; (p) as to which any of the representations or warranties in the Loan Documents are untrue; (q) to the extent such Account is evidenced by a judgment; (r) to the extent such Account exceeds any credit limit established by Agent, in its reasonable credit judgment; (s) that is payable in any currency other than Dollars; or (t) that is otherwise unacceptable to Agent in its reasonable credit judgment.

Eligible Accounts. All of the Accounts owned by any Borrower and its Subsidiaries and reflected in the most recent Borrowing Base Certificate delivered by such Borrower to Agent shall be “"Eligible Accounts” " for purposes of this Agreement, except any Account to which any of the exclusionary criteria set forth below applies. In additionAgent shall have the right to (i) establish, Agent reserves the right, at any time and modify or eliminate Reserves against Eligible Accounts from time to time after the Closing Date, and (ii) adjust from time to adjust time any of the criteria set forth below, to establish new criteria and to adjust advance rates with respect to Eligible Accounts, in its each case on not less than 30 days prior written notice to Borrower in the event that any audit of Accounts conducted by or at the request of Agent is, in the commercially reasonable credit judgment exercised in good faith; providedof Agent, that (i) any increase materially and adversely different from historical performance. Any exercise of any advance rate above its Original Advance Rate is rights by Agent pursuant to the immediately preceding sentence shall be subject to the approval of all Supermajority Lenders and (ii) any adjustment by Agent to any criterion set forth below that results in such criterion being less restrictive than as the case of adjustments, new criteria, changes in advance rates or the elimination of Reserves which have the effect on the Closing Date shall be subject to approval of Requisite Lendersmaking more credit available. Eligible Accounts shall not include any Account of Borrower or any Borrowerof its Subsidiaries: (a) which that does not arise from the sale or rental of goods or the performance of services by such Borrower or any of its Subsidiaries in the ordinary course of its business; (bi) upon which (i) such Borrower’s 's or any Subsidiary's right to receive payment is not absolute or is contingent upon the fulfillment of any condition by such Borrower whatsoever or (ii) such as to which Borrower or any Subsidiary is not legally able to bring suit or otherwise enforce its remedies against the Account Debtor through judicial process; process or (ciii) to the extent that any defense, counterclaim, setoff or dispute is asserted as to such Account; both (dx) if the Account represents a progress billing consisting of an invoice for goods sold or used or services rendered pursuant to a contract under which the Account Debtor’s 's obligation to pay that invoice is subject to such Borrower’s 's or any Subsidiary's completion of further performance under such contractcontract or is subject to the equitable lien of a surety bond issuer and (y) the aggregate face amount of all Accounts described in this clause (iii) exceeds $500,000; (ec) to the extent that any defense, counterclaim, setoff or dispute has been asserted as to such Account; (d) that is not a true and correct statement of bona fide indebtedness incurred in the amount of the Account for merchandise sold to or services rendered and accepted by to the applicable Account Debtor; (fe) with respect to which an invoice, that is not unacceptable reasonably acceptable to Agent (in its reasonable judgment) in form and substance, has not been sent to the applicable Account Debtor; (gf) that (i) that is not owned by such Borrower or any Subsidiary or (ii) to the extent it is subject to any right, claim, security interest or other interest of any other Person, other than Liens in favor of Agent, on behalf of itself and Lenders, and Trustee, on behalf of the holders of Senior Notes; (hg) that arises from a sale or rental to any director, officer, other employee or Affiliate of any Credit Party, or to any entity that has any common officer or director with any Credit Party; provided, however, Party (it being understood and agreed that a sale sales to any Person that is an Affiliate or such an entity portfolio companies of X.X. Childs and Halifax shall not be excluded under from the category of Eligible Accounts solely by operation of this paragraph clause (g)); (h) if such Person is an Affiliate or such an entity solely because it is controlled by BRS or a fund managed by BRS; to the extent that both (ix) that the Account is the obligation of an Account Debtor that is the United States or Canadian government or a political subdivision thereofgovernment, or any state, county, province or municipality or department, agency or instrumentality thereof thereof, unless Agent, in its sole discretion, has agreed to the contrary in writing and such BorrowerBorrower or a Subsidiary, if necessary or desirable, has complied with respect to such obligation with the Federal Assignment of Claims Act of 1940, any Canadian equivalent thereof, or any applicable state, county or municipal law restricting assignment thereof, with respect to such obligation; provided, so long as no Default or Event and (y) the aggregate face amount of Default shall have occurred and be continuing, all Accounts described in this Section 1.6(iclause (h) and identified to the Agent pursuant to Section 5.10 shall be deemed Eligible Accounts to the extent such Accounts in the aggregate outstanding at any time do not exceed $1,500,000 and otherwise meet the eligibility criteria set forth in this Section 1.61,000,000; (ji) that is the obligation of an Account Debtor located in a foreign country other than Canada (excluding the provinces of Newfoundland, the Northwest Territories and the Territory of Nunavit), unless payment thereof is assured by a letter of credit assigned and delivered to Agent, reasonably satisfactory to Agent as to form, amount and issuer; (kj) to the extent such Borrower or any Subsidiary thereof is liable for goods sold or services rendered by the applicable Account Debtor to such Borrower or any Subsidiary thereof but only to the extent of the potential offset; (lk) that arises with respect to goods that are delivered on a xxxx-and-hold, cash-on-delivery basis or placed on consignment, guaranteed sale or other terms by reason of which the payment by the Account Debtor is or may be conditional; (ml) that is in default; provided, that, without limiting the generality of the foregoing, an Account shall be deemed in default as established upon the occurrence of any of the following: (i) the Account is not paid within the earlier of: sixty (60) days following its due date or ninety (90) 90 days following its original invoice date; (ii) the Account Debtor obligated upon such Account suspends business, makes a general assignment for the benefit of creditors or fails to pay its debts generally as they come due; or (iii) a petition is filed by or against any Account Debtor obligated upon such Account under any bankruptcy law or any other federal, state or foreign (including any provincial) receivership, insolvency relief or other law or laws for the relief of debtors; (nm) that is the obligation of an Account Debtor if fifty percent (50%) or more of the Dollar amount of all Accounts owing by that Account Debtor are ineligible under the other criteria set forth in paragraph (m) of this Section 1.6; (on) as to which Agent’s 's Lien thereon, on behalf of itself and Lenders, is not a first priority perfected Lien; (po) as to which any of the representations or warranties in the Loan Documents are untrue; (qp) to the extent such Account is evidenced by a judgment, Instrument or Chattel Paper; (rq) to the extent that such Account, together with all other Accounts owing by such Account exceeds Debtor and its Affiliates as of any credit limit established by Agent, in its reasonable credit judgment; date of determination exceed ten percent (s10%) that is payable in any currency other than Dollarsof all Eligible Accounts; or (tr) that is otherwise unacceptable to Agent in its reasonable credit judgment.

Eligible Accounts. All The Eligible Accounts are bona fide existing payment obligations of Account Debtors created by the sale and delivery of Inventory or the rendition of services to such Account Debtors in the ordinary course of the Accounts owned by any Borrower and reflected in the most recent Borrowing Base Certificate delivered by respective Borrower's business, owed to such Borrower without defenses, disputes, offsets, counterclaims, or rights of return or cancellation. As to Agent shall be “each Eligible Accounts” for purposes of this AgreementAccount, except any such Account to which any of the exclusionary criteria set forth below applies. In addition, Agent reserves the right, at any time and from time to time after the Closing Date, to adjust any of the criteria set forth below, to establish new criteria and to adjust advance rates with respect to Eligible Accounts, in its reasonable credit judgment exercised in good faith; provided, that (i) any increase of any advance rate above its Original Advance Rate is subject to the approval of all Lenders and (ii) any adjustment by Agent to any criterion set forth below that results in such criterion being less restrictive than as in effect on the Closing Date shall be subject to approval of Requisite Lenders. Eligible Accounts shall not include any Account of any Borrowernot: (a) which does not arise from the sale owed by an employee, Affiliate, or agent of goods or the performance of services by such Borrower in the ordinary course of its business;any Borrower, (b) upon which (i) such Borrower’s right to receive payment is contingent upon the fulfillment of any condition by such Borrower or (ii) such Borrower is not able to bring suit or otherwise enforce its remedies against the Account Debtor through judicial process;payable in a currency other than Dollars, (c) owed by an Account Debtor that has or has asserted a right of setoff, has disputed its liability, or has made any claim with respect to its obligation to pay the extent that any defense, counterclaim, setoff or dispute is asserted as to such Account;, (d) if the Account represents a progress billing consisting of an invoice for goods sold or used or services rendered pursuant to a contract under which the Account Debtor’s obligation to pay that invoice is subject to such Borrower’s completion of further performance under such contract; (e) that is not a true and correct statement of bona fide indebtedness incurred in the amount of the Account for merchandise sold to or services rendered and accepted owed by the applicable Account Debtor; (f) with respect to which an invoice, that is not unacceptable to Agent (in its reasonable judgment) in form and substance, has not been sent to the applicable Account Debtor; (g) (i) that is not owned by such Borrower or (ii) to the extent it is subject to any right, claim, security interest or other interest of any other Person, other than Liens in favor of Agent, on behalf of itself and Lenders, and Trustee, on behalf of the holders of Senior Notes; (h) that arises from a sale to any director, officer, other employee or Affiliate of any Credit Party, or to any entity that has any common officer or director with any Credit Party; provided, however, that a sale to any Person that is an Affiliate or such an entity shall not be excluded under this paragraph (h) if such Person is an Affiliate or such an entity solely because it is controlled by BRS or a fund managed by BRS; (i) that is the obligation of an Account Debtor that is the United States subject to any Insolvency Proceeding or Canadian government or a political subdivision thereof, or any state, county, province or municipality or department, agency or instrumentality thereof unless Agent, in its sole discretion, has agreed to the contrary in writing and such Borrower, if necessary or desirable, has complied with the Federal Assignment of Claims Act of 1940, any Canadian equivalent thereof, or any applicable state, county or municipal law restricting assignment thereof, with respect to such obligation; provided, so long as no Default or Event of Default shall have occurred and be continuing, Accounts described in this Section 1.6(i) and identified to the Agent pursuant to Section 5.10 shall be deemed Eligible Accounts to the extent such Accounts in the aggregate outstanding at any time do not exceed $1,500,000 and otherwise meet the eligibility criteria set forth in this Section 1.6; (j) that is the obligation of an Account Debtor located in a foreign country other than Canada (excluding the provinces of Newfoundland, the Northwest Territories and the Territory of Nunavit), unless payment thereof is assured by a letter of credit assigned and delivered to Agent, reasonably satisfactory to Agent as to form, amount and issuer; (k) to the extent such Borrower or any Subsidiary thereof is liable for goods sold or services rendered by the applicable Account Debtor to such Borrower or any Subsidiary thereof but only to the extent of the potential offset; (l) that arises with respect to goods that are delivered on a xxxx-and-hold, cash-on-delivery basis or placed on consignment, guaranteed sale or other terms by reason of which the payment by the Account Debtor is or may be conditional; (m) that is in default; provided, that, without limiting the generality of the foregoing, an Account shall be deemed in default upon the occurrence of any of the following: (i) the Account is not paid within the earlier of: sixty (60) days following its due date Solvent or ninety (90) days following its original invoice date; (ii) the Account Debtor obligated upon such Account suspends business, makes a general assignment for the benefit of creditors or fails to pay its debts generally as they come due; or (iii) a petition is filed by or against any Account Debtor obligated upon such Account under any bankruptcy law or any other federal, state or foreign (including any provincial) receivership, insolvency relief or other law or laws for the relief of debtors; (n) that is the obligation of an Account Debtor if fifty percent (50%) or more of the Dollar amount of all Accounts owing by that Account Debtor are ineligible under the other criteria set forth in paragraph (m) of this Section 1.6; (o) as to which Agent’s Lien thereon, on behalf of itself and Lenders, is not a first priority perfected Lien; (p) as to which any Borrower has received notice of an imminent Insolvency Proceeding or a material impairment of the representations or warranties in the Loan Documents are untrue;financial condition of such Account Debtor, (qe) on account of a transaction as to which the services giving rise to such Account have not been performed and accepted by the Account Debtor, (f) on account of a transaction as to which the goods giving rise to such Account have not been shipped to the extent Account Debtor or the services giving rise to such Account is evidenced have not been performed and accepted by a judgment;the Account Debtor, (rg) a right to receive progress payments or other advance xxxxxxxx that are due prior to the extent such Account exceeds any credit limit established completion of performance by Agentthe respective Borrower of the subject contract for goods or services, in its reasonable credit judgment;and (sh) an Account that is payable in any currency other than Dollars; or (t) that is otherwise unacceptable has not been billed to Agent in its reasonable credit judgmentthe customer.

Eligible Accounts. All of the Accounts owned by any Borrower and reflected in the most recent Borrowing Base Certificate delivered by such Borrower to Agent shall be “Eligible Accounts” for purposes of this Agreement, except any Account to which any of the exclusionary criteria set forth below applies. Agent shall have the right to establish, modify or eliminate Reserves against Eligible Accounts from time to time in its Permitted Discretion. In addition, Agent reserves the right, at any time and from time to time after the Closing Date, to adjust any of the criteria set forth below, below and to establish new criteria criteria, and to adjust advance rates with respect to Eligible Accounts, in its reasonable credit judgment exercised in good faith; providedPermitted Discretion, that (i) any increase of any advance rate above its Original Advance Rate is subject to the approval of all Supermajority Revolving Lenders and (ii) any adjustment by Agent to any criterion set forth below that results in such criterion being less restrictive than as the case of adjustments or new criteria or changes in advance rates which have the effect on the Closing Date shall be subject to approval of Requisite Lendersmaking more credit available. Eligible Accounts shall not include any Account of any Borrower, without duplication: (a) which that does not arise from the sale of goods or the performance of services by such Borrower in the ordinary course of its business; (bi) upon which (i) such Borrower’s right to receive payment is not absolute or is contingent upon the fulfillment of any condition by such Borrower whatsoever or (ii) such as to which Borrower is not able to bring suit or otherwise enforce its remedies against the Account Debtor through judicial process; , or (c) to the extent that any defense, counterclaim, setoff or dispute is asserted as to such Account; (diii) if the Account represents a progress billing consisting of an invoice for goods sold or used or services rendered pursuant to a contract under which the Account Debtor’s obligation to pay that invoice is subject to such Borrower’s completion of further performance under such contractcontract or is subject to the equitable lien of a surety bond issuer; (ec) to the extent that any defense, counterclaim, contra, setoff or dispute is asserted as to such Account but only to the extent of any such defense, counterclaim, contra, setoff or dispute; (d) that is not a true and correct statement of bona fide indebtedness incurred in the amount of the Account for merchandise sold to or services rendered and accepted by the applicable Account Debtor; (fe) with respect to which an invoice, that is not unacceptable to Agent (in its reasonable judgment) in form and substancesubstance consistent with Borrower’s customary billing practices, has not been sent to the applicable Account Debtor; (gf) that (i) that is not owned by such Borrower or (ii) to the extent it is subject to any right, claim, security interest or other interest Lien of any other Person, other than Liens in favor of Agent, on behalf of itself and Lenders, and Trustee, on behalf of the holders of Senior Notes; (hg) that arises from a sale to any director, officer, other employee or Affiliate of any Credit Party, or to any entity that has any common officer or director with any Credit Party; provided, however, that a sale Party (other than those sales to any Person that is an Affiliate (determined solely for the purposes of this clause (g), as if the phrase “5% or more” set forth in clause (a) of the definition of the term of “Affiliate” was the phrase “15% or less” and without giving effect to clauses (b), (c) and (d) of such definition) of any Credit Party so long as such sales are on an entity shall not be excluded under this paragraph (h) if arms-length basis and in the ordinary course of such Person is an Affiliate or such an entity solely because it is controlled by BRS or a fund managed by BRSCredit Party’s business); (ih) that is the obligation of an Account Debtor that is the United States or Canadian government or a political subdivision thereof, or any state, county, province county or municipality or department, agency or instrumentality thereof unless Agent, in its sole discretion, has agreed to the contrary in writing and such Borrower, if necessary or desirable, has complied with respect to such obligation with the Federal Assignment of Claims Act of 1940, any Canadian equivalent thereof, or any applicable state, county or municipal law restricting the assignment thereof, thereof with respect to such obligation; provided, so long as no Default or Event of Default shall have occurred and be continuing, Accounts described in this Section 1.6(i) and identified to the Agent pursuant to Section 5.10 shall be deemed Eligible Accounts to the extent such Accounts in the aggregate outstanding at any time do not exceed $1,500,000 and otherwise meet the eligibility criteria set forth in this Section 1.6; (ji) that is the obligation of an Account Debtor located in a foreign country other than Canada (excluding the provinces of Newfoundland, the Northwest Territories and the Territory of Nunavit), unless payment thereof is assured by a letter of credit assigned and delivered to Agent, reasonably satisfactory to Agent as to form, amount and issuer; (kj) to the extent such Borrower or any Subsidiary thereof is liable for goods sold or services rendered by the applicable Account Debtor to such Borrower or any Subsidiary thereof but only to the extent of the potential offset; (lk) that arises with respect to goods that are delivered on a xxxx-and-hold, cash-on-delivery basis or placed on consignment, guaranteed sale or other terms by reason of which the payment by the Account Debtor is or may be conditional; (m) that is in default; provided, that, without limiting the generality of the foregoing, an Account shall be deemed in default upon the occurrence of any of the following: (il) the Account is not paid within the earlier of: sixty (60) days following its due date or ninety one hundred twenty (90120) days following its original invoice date; (iim) as to which: (i) the Account Debtor obligated upon such Account suspends business, makes a general assignment for the benefit of creditors or fails to pay its debts generally as they come due; or (iiiii) a petition is filed by or against any Account Debtor obligated upon such Account under any bankruptcy law or any other federal, state or foreign (including any provincial) receivership, insolvency relief or other law or laws for the relief of debtors; (n) that is the obligation of an Account Debtor if for which fifty percent (50%) or more of the Dollar amount of all Accounts owing by that Account Debtor are ineligible under the other criteria set forth in paragraph (m) of this Section 1.61.6 (l)(i); (o) as to which Agent’s Lien thereon, on behalf of itself and Lenders, is not a first priority perfected Lien; (p) as to which any of the representations or warranties in the Loan Documents are untrueuntrue in any material respect; (q) that is a Xxxx-and-Hold Account to the extent that the book value thereof, when added to the book value of all other Xxxx-and-Hold Accounts, exceeds 60% of the aggregate book value of all Xxxx-and-Hold Accounts, provided, however, that the aggregate amount of Borrowing Availability attributable to Xxxx-and-Hold Accounts which are not excluded from being Eligible Accounts pursuant to this clause (q) and which otherwise constitute and are deemed to be “Eligible Accounts” in accordance with this Section 1.6 shall not exceed $3,000,000 at any time; (r) to the extent such Account is evidenced by a judgment, Instrument or Chattel Paper; (rs) to the extent such Account exceeds any credit limit established by Agent, in its reasonable Permitted Discretion; provided, that Agent shall notify Borrower of Agent’s proposed credit judgmentlimit or an amendment of the existing credit limit, as the case may be, prior to Agent’s establishment or amendment thereof and Agent and Borrower shall mutually agree on such credit limit; provided, further, that if no agreement is reached within ten (10) Business Days of the date of the proposal of such credit limit or amendment thereof by the Agent, the Agent’s proposed credit limit or amendment thereof shall be deemed to be established and in effect for purposes of this clause (r); (st) to the extent that such Account, together with all other Accounts owing to such Account Debtor and its Affiliates as of any date of determination exceed 15% of all Eligible Accounts; or (u) that is payable in any currency other than Dollars; or (t) that is otherwise unacceptable to . If Agent deems any Account ineligible in its reasonable credit judgmentPermitted Discretion based on a new criterion other than the criteria set forth above, then Agent shall give Borrower at least three (3) Business Days’ prior notice (oral or written or by Electronic Transmission) thereof unless an Event of Default exists, in which case no notice shall be required.

Eligible Accounts. All Card Holder and Account Holder accounts that are in good standing, current, and are not Delinquent or in Default at the time of the Accounts owned by any Borrower and reflected in launch of the most recent Borrowing Base Certificate delivered by such Borrower to Agent shall be Services are automatically included for Services under the FSB Agreement (“Eligible Accounts”). i. A Card Holder / Account Holder account is in “Default” if the Card Holder / Account Holder has obligations for purposes of this Agreementwhich payment has not been made as agreed upon in the Card Holder / Account Holder agreement, except any Account to and for which any grace period for curing the untimely payment has expired. ii. A Card Holder / Account Holder account is “Delinquent” if the Card Holder / Account Holder has obligations for which payment has not been made as agreed upon in the Card Holder / Account Holder agreement, and for which any grace period for curing the untimely payment has not expired. iii. Card Holder / Account Holder accounts that are in Default or Delinquent as of the exclusionary criteria set forth below applies. In addition, Agent reserves the right, at any time and from time to time after the Closing Date, to adjust any launch of the criteria set forth below, Services are not included within the scope of the FSB Agreement and are not eligible to establish new criteria and to adjust advance rates receive Services under the FSB Agreement (“Ineligible Accounts”). Company will not provide the Services or engage in any other activity with respect to Eligible Ineligible Accounts. iv. In addition to Ineligible Accounts, in its reasonable credit judgment exercised in good faith; provided, that (i) any increase of any advance rate above its Original Advance Rate is subject to the approval of all Lenders and (ii) any adjustment by Agent to any criterion set forth below that results in such criterion being less restrictive than as in effect on the Closing Date shall be subject to approval of Requisite Lenders. Eligible Accounts shall not include any Account of any Borrower: (a) which does not arise from the sale of goods or the performance of services by such Borrower in the ordinary course of its business; (b) upon which (i) such Borrower’s right to receive payment is contingent upon the fulfillment of any condition by such Borrower or (ii) such Borrower is not able to bring suit or otherwise enforce its remedies against the Account Debtor through judicial process; (c) to the extent that any defense, counterclaim, setoff or dispute is asserted as to such Account; (d) if the Account represents a progress billing consisting of an invoice for goods sold or used or services rendered pursuant to a contract under which the Account Debtor’s obligation to pay that invoice is subject to such Borrower’s completion of further performance under such contract; (e) that is not a true and correct statement of bona fide indebtedness incurred in the amount of the Account for merchandise sold to or services rendered and accepted by the applicable Account Debtor; (f) with respect to which an invoice, that is not unacceptable to Agent (in its reasonable judgment) in form and substance, has not been sent to the applicable Account Debtor; (g) (i) that is not owned by such Borrower or (ii) to the extent it is subject to any right, claim, security interest or other interest of any other Person, other than Liens in favor of Agent, on behalf of itself and Lenders, and Trustee, on behalf of the holders of Senior Notes; (h) that arises from a sale to any director, officer, other employee or Affiliate of any Credit Party, or to any entity that has any common officer or director with any Credit Party; provided, however, that a sale to any Person that is an Affiliate or such an entity shall not be excluded under this paragraph (h) if such Person is an Affiliate or such an entity solely because it is controlled by BRS or a fund managed by BRS; (i) that is the obligation of an Account Debtor that is the United States or Canadian government or a political subdivision thereof, or any state, county, province or municipality or department, agency or instrumentality thereof unless Agent, Company in its sole discretion, has agreed discretion may determine that any other account is no longer serviceable. All accounts that are determined to be no longer serviceable will be identified to the contrary in writing and such Borrower, if necessary or desirable, has complied with the Federal Assignment of Claims Act of 1940, Customer. Company shall be immediately released from any Canadian equivalent thereof, or any applicable state, county or municipal law restricting assignment thereof, responsibility with respect to such obligation; provided, so long as no Default or Event of Default shall have occurred and be continuing, Accounts described in this Section 1.6(i) and accounts effective on the date the account is identified to the Agent pursuant to Section 5.10 shall be deemed Eligible Accounts to the extent such Accounts in the aggregate outstanding at any time do not exceed $1,500,000 and otherwise meet the eligibility criteria set forth in this Section 1.6;Customer as no longer serviceable. (j) that is the obligation of an Account Debtor located in a foreign country other than Canada (excluding the provinces of Newfoundlandv. IN ADDITION TO AND WITHOUT LIMITING ANY OTHER PROVISION OF THIS AGREEMENT, the Northwest Territories and the Territory of Nunavit)CUSTOMER AGREES TO DEFEND, unless payment thereof is assured by a letter of credit assigned and delivered to AgentINDEMNIFY, reasonably satisfactory to Agent as to formAND HOLD COMPANY HARMLESS FROM ANY ACTION, amount and issuer; (k) to the extent such Borrower or any Subsidiary thereof is liable for goods sold or services rendered by the applicable Account Debtor to such Borrower or any Subsidiary thereof but only to the extent of the potential offset; (l) that arises with respect to goods that are delivered on a xxxx-and-holdCOMPLAINT, cash-on-delivery basis or placed on consignmentCLAIM, guaranteed sale or other terms by reason of which the payment by the Account Debtor is or may be conditional; (m) that is in default; providedOR LITIGATION AGAINST COMPANY FOR ANY VIOLATION OR ALLEGED VIOLATION OF THE FEDERAL FAIR DEBT COLLECTION PRACTICES ACT, that, without limiting the generality of the foregoing, an Account shall be deemed in default upon the occurrence of any of the following: (i) the Account is not paid within the earlier of: sixty (60) days following its due date or ninety (90) days following its original invoice date; (ii) the Account Debtor obligated upon such Account suspends business, makes a general assignment for the benefit of creditors or fails to pay its debts generally as they come due; or (iii) a petition is filed by or against any Account Debtor obligated upon such Account under any bankruptcy law or any other federal, state or foreign (including any provincial) receivership, insolvency relief or other law or laws for the relief of debtors; (n) that is the obligation of an Account Debtor if fifty percent (50%) or more of the Dollar amount of all Accounts owing by that Account Debtor are ineligible under the other criteria set forth in paragraph (m) of this Section 1.6; (o) as to which Agent’s Lien thereon, on behalf of itself and Lenders, is not a first priority perfected Lien; (p) as to which any of the representations or warranties in the Loan Documents are untrue; (q) to the extent such Account is evidenced by a judgment; (r) to the extent such Account exceeds any credit limit established by Agent, in its reasonable credit judgment; (s) that is payable in any currency other than Dollars; or (t) that is otherwise unacceptable to Agent in its reasonable credit judgmentAND/OR ANY OTHER APPLICABLE LAWS OR REGULATIONS REGARDING DEBT COLLECTION IN ANY APPLICABLE JURISDICTION.

Eligible Accounts. All of the Accounts owned by any Borrower or its ----------------- domestic or Canadian Subsidiaries and reflected in the most recent Borrowing Base Certificate delivered by such Borrower to Agent shall be “"Eligible Accounts” " for ----------------- purposes of this Agreement, except any Account to which any of the exclusionary criteria set forth below applies. Agent shall have the right to establish, modify or eliminate Reserves against Eligible Accounts from time to time in its reasonable credit judgment. In addition, Agent reserves the right, at any time and from time to time after the Closing Date, to adjust any of the criteria set forth below, to establish new criteria and to adjust advance rates with respect to Eligible Accounts, in its reasonable credit judgment exercised in good faith; providedjudgment, that (i) any increase of any advance rate above its Original Advance Rate is subject to the approval of all Requisite Revolving Lenders and (ii) any adjustment by Agent to any criterion set forth below that results in such criterion being less restrictive than as the case of adjustments or new criteria or changes in advance rates which have the effect on the Closing Date shall be subject to approval of Requisite Lendersmaking more credit available. Eligible Accounts shall not include any Account of any BorrowerBorrower or its domestic or Canadian Subsidiaries: (a) which that does not arise from the sale of goods or the performance of services by such Borrower in the ordinary course of its business; (bi) upon which (i) such Borrower’s the right to receive payment is not absolute or is contingent upon the fulfillment of any condition by such Borrower whatsoever or (ii) such as to which Borrower or one of its domestic or Canadian Subsidiaries is not able to bring suit or otherwise enforce its their remedies against the Account Debtor through judicial process; , or (c) to the extent that any defense, counterclaim, setoff or dispute is asserted as to such Account; (diii) if the Account represents a progress billing consisting of an invoice for goods sold or used or services rendered pursuant to a contract under which the Account Debtor’s 's obligation to pay that invoice is subject to such Borrower’s 's or one of its domestic or Canadian Subsidiary's completion of further performance under such contractcontract or is subject to the equitable lien of a surety bond issuer; (ec) any Account against which any defense, counterclaim, setoff or dispute is asserted, but such Account shall only be ineligible to the extent of any such defense, counterclaim, setoff or dispute; (d) that is not a true and correct statement of bona fide indebtedness incurred in the amount of the Account for merchandise sold to or services rendered and accepted by the applicable Account Debtor; (fe) with respect to which an invoice, that is not unacceptable acceptable to Agent (in its reasonable judgment) in form and substance, has not been sent to the applicable Account Debtor; (gf) that (i) that is not owned by such Borrower or one of its domestic or Canadian Subsidiaries or (ii) to the extent it is subject to any right, claim, security interest or other interest of any other Person, other than first priority Liens in favor of Agent, on behalf of itself and Lenders or in favor of Agent and Lenders, as applicable, and Trustee, on behalf of the holders of Senior NotesPrior Claims that are unregistered and that secure amounts that are not yet due and payable; (hg) that arises from a sale to any director, officer, other employee or Affiliate of any Credit Party, or to any entity that has any common officer or director with any Credit Party; provided, however, that Party (other than a sale to any Person that is an Affiliate portfolio company of one of the Xxxx Entities or such an entity shall not be excluded under this paragraph (h) if such Person is an Affiliate CS First Boston or such an entity solely because it is controlled by BRS or a fund managed by BRSits Affiliates); (ih) that is the obligation of an Account Debtor that is the United States or Canadian government or a political subdivision thereof, or any statedepartment, countyagency or instrumentality thereof, province or municipality that is the Canadian government (Her Majesty in Right of Canada) or a political subdivision thereof, or department, agency or instrumentality thereof thereof, unless Agent, in its sole discretion, has agreed to the contrary in writing writing, the Account is assignable by way of security and such Borrower, if necessary or desirable, has complied with the Federal Assignment of Claims Act of 1940, any with respect to such obligation, or, the applicable Canadian equivalent thereofSubsidiary of Borrower, if necessary or desirable, has complied with the Financial Administration Act (Canada) or any applicable state, county provincial or territorial statute or municipal law restricting assignment thereofordinance of similar purpose and effect, with respect to such obligation; provided, so long as no Default or Event of Default shall have occurred and be continuing, Accounts described in this Section 1.6(i) and identified to the Agent pursuant to Section 5.10 shall be deemed Eligible Accounts to the extent such Accounts in the aggregate outstanding at any time do not exceed $1,500,000 and otherwise meet the eligibility criteria set forth in this Section 1.6applicable; (ji) that is the obligation of an Account Debtor located in a foreign country (other than Canada (excluding the provinces province of Newfoundland, the Northwest Territories and the Territory territory of Nunavit)Nunavut) and in Agent's discretion, Accounts owing by Regency in Australia and New Zealand, RFE International in the United Kingdom and Sears Mexico in Mexico, if payable in Dollars, in an amount not to exceed $2,000,000 in the aggregate, if notice and other perfection requirements are met) unless payment thereof is assured by a letter of credit assigned and delivered to Agent, reasonably satisfactory to Agent as to form, amount and issuer; (kj) to the extent such Borrower or any Subsidiary thereof is liable for goods sold or services rendered by the applicable Account Debtor to such Borrower or any Subsidiary thereof but only to the extent of the potential offset; (lk) that arises with respect to goods that are delivered on a xxxx-and-hold, cash-on-delivery basis or placed on consignment, guaranteed sale or other terms by reason of which the payment by the Account Debtor is or may be conditional; (ml) that is in default; provided, that, without limiting the -------- ---- generality of the foregoing, an Account shall be deemed in default upon the occurrence of any of the following: (i) the Account is not paid within the earlier of: sixty (60) 60 days following its due date or ninety (90) 120 days following its original invoice datedate (provided that Agent may extend such 120 day limitation to 150 days as to -------- Accounts owing by certain creditworthy Account Debtors as determined by Agent in its reasonable credit judgment); (ii) the Account Debtor obligated upon such Account suspends business, makes a general assignment for the benefit of creditors or fails to pay its debts generally as they come due; or (iii) a petition is filed by or against any Account Debtor obligated upon such Account under any bankruptcy law or any other federal, state or foreign (including any provincial) ), receivership, insolvency relief or other law or laws for the relief of debtors, except for Eligible K-Mart Accounts; provided, that, Agent may, in its reasonable discretion -------- ---- consent to the inclusion in Eligible Accounts of Accounts owing by additional Account Debtors that are debtors-in-possession in Chapter 11 bankruptcy cases and that arise post-petition; (nm) that is the obligation of an Account Debtor if fifty percent (50%) or more of the Dollar dollar amount of all Accounts owing by that Account Debtor are ineligible under the other criteria set forth in paragraph (m) of this Section 1.6;; ----------- (on) as to which Agent’s 's Lien thereon, on behalf of itself and Lenders, or Agent's and Lenders' Liens thereon, as applicable, is not a first priority perfected Lien; (p) as to which any of the representations or warranties in the Loan Documents are untrue; (qo) to the extent such Account is evidenced by a judgment, Instrument or Chattel Paper; (rp) to the extent such Account exceeds any credit limit established by Agent, in its reasonable credit judgment, following prior notice of such limit by Agent to Borrower; (sq) that is payable in any currency other than Dollars; Canadian Dollars or Dollars or, if permitted, British pounds or New Zealand dollars; (tr) that is otherwise unacceptable to Agent in its reasonable credit judgment; (s) Accounts owing to Universal; or (t) Accounts owing by consumers, if two or more payments with respect thereto remain unpaid for more than thirty (30) days or to the extent that the aggregate of those consumer Accounts exceed $10,000,000. Borrower agrees that Accounts as to which payments have been received by Borrower are no longer Eligible Accounts regardless of whether such payments have been applied to the Revolving Loan. Borrower agrees that the following Reserves constitute an appropriate exercise of Agent's credit judgment (i) a co-op advertising Reserve, (ii) a direct response Accounts Reserve, (iii) an unearned financing charge Reserve; (iv) a dilution Reserve and (v) a credit memo accrual Reserve and (vi) without duplication, a reserve for Prior Claims.

Eligible Accounts. All of the Accounts owned by any each Borrower and reflected in the most recent Borrowing Base Certificate delivered by such each Borrower to Agent shall be “"Eligible Accounts” " for purposes of this Agreement, except any Account to which any of the exclusionary criteria set forth below applies. Agent shall have the right to establish, modify or eliminate Reserves against Eligible Accounts from time to time in its reasonable credit judgment. In addition, Agent reserves the right, at any time and from time to time after the Closing Date, to adjust any of the criteria set forth below, to establish new criteria and to adjust advance rates with respect to Eligible Accounts, in its reasonable credit judgment exercised in good faith; providedjudgment, that (i) any increase of any advance rate above its Original Advance Rate is subject to the approval of all Supermajority Revolving Lenders in the case of adjustments, new criteria, changes in advance rates or the elimination of Reserves (other than elimination of the dilution Reserve and (ii) any adjustment by Agent to any criterion set forth below that results in such criterion being less restrictive than as in effect on additional Reserves established after the Closing Date which elimination shall be subject to approval at Agent's sole discretion) which have the effect of Requisite Lendersmaking more credit available. Eligible Accounts shall not include any Account of any Borrower: (a) which that does not arise from the sale of goods or the performance of services by such Borrower in the ordinary course of its business; (bi) upon which (i) such Borrower’s 's right to receive payment is not absolute or is contingent upon the fulfillment of any condition by such Borrower whatsoever or (ii) as to which such Borrower is not able to bring suit or otherwise enforce its remedies against the Account Debtor through judicial process; process or (c) to the extent that any defense, counterclaim, setoff or dispute is asserted as to such Account; (diii) if the Account represents a progress billing consisting of an invoice for goods sold or used or services rendered pursuant to a contract under which the Account Debtor’s 's obligation to pay that invoice is subject to such Borrower’s 's completion of further performance under such contractcontract or is subject to the equitable lien of a surety bond issuer; (ec) to the extent that any defense, counterclaim, setoff or dispute is asserted as to such Account but only to the amount disputed; (d) that is not a true and correct statement of bona fide indebtedness incurred in the amount of the Account for merchandise sold to or services rendered and accepted by the applicable Account Debtor; (fe) with respect to which an invoice, that is not unacceptable reasonably acceptable to Agent (in its reasonable judgment) in form and substance, has not been sent to the applicable Account Debtor; (gf) that (i) that is not owned by such Borrower or (ii) to the extent it is subject to any right, claim, security interest or other interest of any other Person, other than Liens in favor of Agent, on behalf of itself and Lenders, and Trustee, on behalf of the holders of Senior Notes; (hg) that arises from a sale to any director, officer, other employee or Affiliate of any Credit Party, or to any entity that has any common officer or director with any Credit Party; provided, however, that a sale except with respect to any Person that is an Affiliate or such an entity shall not be excluded under this paragraph (h) if such Person is an Affiliate or such an entity solely because it is controlled by BRS or a fund managed by BRSsales to directors and to those Affiliates identified on Disclosure Schedule 1.6(g); (ih) that is the obligation of an Account Debtor that is the United States or Canadian government or a political subdivision thereof, or any state, county, province or municipality or department, agency or instrumentality thereof unless Agent, in its sole discretion, has agreed to the contrary in writing and such Borrower, if necessary or desirable, has complied with respect to such obligation with the Federal Assignment of Claims Act of 1940, any Canadian equivalent thereof, or any applicable state, county or municipal law restricting assignment thereof, with respect to such obligation; provided, so long as no Default or Event of Default shall have occurred and be continuing, Accounts described in this Section 1.6(i) and identified to the Agent pursuant to Section 5.10 shall be deemed Eligible Accounts to the extent such Accounts in the aggregate outstanding at any time do not exceed $1,500,000 and otherwise meet the eligibility criteria set forth in this Section 1.6; (ji) that is the obligation of an Account Debtor located in a foreign country other than Canada (excluding the provinces province of Newfoundland, the Northwest Territories and the Territory of Nunavit), ) unless payment thereof is assured by a letter of credit assigned and delivered to Agent, reasonably satisfactory to Agent as to form, amount and issuer; (kj) to the extent such Borrower or any Subsidiary thereof is liable for goods sold or services rendered by the applicable Account Debtor to such Borrower or any Subsidiary thereof but only to the extent of the potential offset; (lk) that arises with respect to goods that are delivered on a xxxxbxxx-and-hold, cash-on-delivery basis or placed on consignment, guaranteed sale or other terms by reason of which the payment by the Account Debtor is or may be conditional; (ml) that is in default; provided, that, without limiting the generality of the foregoing, an Account shall be deemed in default upon the occurrence of any of the following: (i) the Account is not paid within the earlier of: sixty (60) 60 days following its due date or ninety (90) 90 days following its original invoice date; (ii) the Account Debtor obligated upon such Account suspends business, makes a general assignment for the benefit of creditors or fails to pay its debts generally as they come due; or (iii) a petition is filed by or against any Account Debtor obligated upon such Account under any bankruptcy law or any other federal, state or foreign (including any provincial) receivership, insolvency relief or other law or laws for the relief of debtors; (nm) that is the obligation of an Account Debtor if fifty percent (50%) % or more of the Dollar amount of all Accounts owing by that Account Debtor are ineligible under the other criteria set forth in paragraph (m) of this Section 1.6; (on) as to which Agent’s 's Lien thereon, on behalf of itself and Lenders, is not a first priority perfected Lien; (po) as to which any of the representations or warranties in the Loan Documents are untrue; (qp) to the extent such Account is evidenced by a judgment, Instrument or Chattel Paper; (rq) to the extent such Account exceeds any credit limit established by Agent, in its reasonable credit judgment, following prior notice of such limit by Agent to Borrower Representative; (r) to the extent that such Account, together with all other Accounts owing by such Account Debtor and its Affiliates as of any date of determination exceed 10% of all Eligible Accounts; (s) that is payable in any currency other than Dollars; or (t) that is otherwise unacceptable to Agent in its reasonable credit judgment.

Eligible Accounts. All The Agent shall have the right, in the exercise of the Agent’s reasonable discretion, to determine whether Accounts owned by any Borrower and reflected are eligible for inclusion in the most recent Borrowing Base Certificate delivered by at any particular time (such Borrower eligible accounts being referred to Agent shall be as “Eligible Accounts” for purposes of this Agreement, except any Account ”). Without limiting the Agent’s right to which any of the exclusionary criteria set forth below applies. In addition, Agent reserves the right, at any time and from time to time after the Closing Date, to adjust any of the criteria set forth below, to establish new criteria and to adjust advance rates with respect to determine that Accounts do not constitute Eligible Accounts, in its reasonable credit judgment exercised in good faith; provided, that (i) any increase of any advance rate above its Original Advance Rate is subject to the approval of all Lenders and (ii) any adjustment by Agent to any criterion set forth below that results in such criterion being less restrictive than as in effect on the Closing Date shall be subject to approval of Requisite Lenders. Eligible following Accounts shall not include any Account of any Borrower: be Eligible Accounts: (a) which does any Account other than an Account arising from a completed sale (not arise from the a bxxx-and-hold, undelivered sale, sale or return, consignment or sale-on-approval basis) of goods “livestock” (as defined in PASA) or the performance of services processed pork products by such Borrower in the ordinary course of its business; Borrower; (b) upon which (i) such Borrower’s right to receive payment is contingent upon the fulfillment of any condition by such Borrower or (ii) such Borrower is not able to bring suit or otherwise enforce its remedies against the Account Debtor through judicial process; other than an Account denominated in U.S. Dollars; (c) to the extent that any defense, counterclaim, setoff or dispute is asserted as to such Account; (d) if the Account represents a progress billing consisting of an invoice for goods sold or used or services rendered pursuant to a contract under which the Account Debtor’s obligation to pay that invoice is subject to such Borrower’s completion of further performance under such contract; (e) that is not a true and correct statement of bona fide indebtedness incurred in the amount of the Account for merchandise sold to or services rendered and accepted all Accounts owing by the applicable Account Debtor; (f) with respect to which an invoice, that is not unacceptable to Agent (in its reasonable judgment) in form and substance, has not been sent to the applicable Account Debtor; (g) (i) that is not owned by such Borrower or (ii) to the extent it is subject to any right, claim, security interest or other interest of any other Person, other than Liens in favor of Agent, on behalf of itself and Lenders, and Trustee, on behalf of the holders of Senior Notes; (h) that arises from a sale to any director, officer, other employee or Affiliate of any Credit Party, or to any entity that has any common officer or director with any Credit Party; provided, however, that a sale to any Person that is an Affiliate or such an entity shall not be excluded under this paragraph (h) if such Person is an Affiliate or such an entity solely because it is controlled by BRS or a fund managed by BRS; (i) that is the obligation of an Account Debtor that is a meat packer in connection with the sale of “livestock” (as defined in PASA) which are at that time unpaid for a period exceeding seven (7) days after the delivery date of the livestock related thereto; (d) all Accounts other than those described in the preceding clause c, which are at that time unpaid for a period exceeding twenty one days (21) days after the original invoice date of the original invoice related thereto; (e) all Accounts owing by an Account Debtor if more than ten percent (10%) of the Accounts owing by such Account Debtor are at that time unpaid for a period exceeding that permitted by the preceding clause c or clause d, respectively; (c) those Accounts, except Accounts owing from the Account Debtors listed on Exhibit 3A, of an Account Debtor, the aggregate face amount of which is in excess of five percent (5%) of the aggregate face amount of all other Eligible Accounts of all other Account Debtors; (d) those Accounts owing from the United States or Canadian government or a political subdivision thereof, or any state, county, province or municipality or department, agency or instrumentality thereof unless Agent, in its sole discretion, has agreed to the contrary in writing and such Borrower, if necessary or desirable, has Borrower shall have complied with the Federal Assignment of Claims Act of 1940, any Canadian equivalent thereof, or any applicable state, county or municipal law restricting assignment thereof, with respect to such obligation; provided, so long as no Default or Event of Default shall have occurred and be continuing, Accounts described in this Section 1.6(i) and identified to the Agent pursuant to Section 5.10 shall be deemed Eligible satisfaction of the Agent; (e) Accounts to the extent such which arise out of transactions with Affiliates; (f) Accounts in the aggregate outstanding at any time do not exceed $1,500,000 and otherwise meet the eligibility criteria set forth in this Section 1.6; (j) that is the obligation of an Account Debtor that is located in a foreign country other than Canada (excluding outside the provinces of Newfoundland, the Northwest Territories and the Territory of Nunavit)United States, unless payment thereof is assured such Accounts are covered by a letter of credit assigned and delivered to Agent, reasonably satisfactory to Agent as to form, amount and issuer; (k) issued or confirmed by a bank acceptable to the extent such Borrower Agent or any Subsidiary thereof is liable for goods sold are covered by foreign credit insurance acceptable to the Agent; (g) Accounts which are or services rendered may be subject to rights of setoff or counterclaim by the applicable Account Debtor to such Borrower or any Subsidiary thereof but only (to the extent of the potential offset; amount of such setoff or counterclaim); (lh) that arises with respect to goods that are delivered on a xxxx-and-hold, cash-on-delivery basis or placed on consignment, guaranteed sale or other terms by reason of Accounts in which the payment by the Account Debtor is or may be conditional; (m) that is in default; providedAgent does not, thatfor any reason, without limiting the generality of the foregoing, an Account shall be deemed in default upon the occurrence of any of the following: (i) the Account is not paid within the earlier of: sixty (60) days following its due date or ninety (90) days following its original invoice date; (ii) the Account Debtor obligated upon such Account suspends business, makes a general assignment for the benefit of creditors or fails to pay its debts generally as they come due; or (iii) a petition is filed by or against any Account Debtor obligated upon such Account under any bankruptcy law or any other federal, state or foreign (including any provincial) receivership, insolvency relief or other law or laws for the relief of debtors; (n) that is the obligation of an Account Debtor if fifty percent (50%) or more of the Dollar amount of all Accounts owing by that Account Debtor are ineligible under the other criteria set forth in paragraph (m) of this Section 1.6; (o) as to which Agent’s Lien thereon, on behalf of itself and Lenders, is not have a first priority perfected Lien; security interest; and (pi) as to Accounts which any of the representations or warranties in the Loan Documents Agent’s opinion may be subject to liens or conflicting claims of ownership, whether such liens or conflicting claims are untrue; (q) to the extent such Account is evidenced asserted or could be asserted by a judgment; (r) to the extent such Account exceeds any credit limit established by Agent, in its reasonable credit judgment; (s) that is payable in any currency other than Dollars; or (t) that is otherwise unacceptable to Agent in its reasonable credit judgmentPerson.

Eligible Accounts. All of the Accounts owned by any Borrower and its Subsidiaries and reflected in the most recent Borrowing Base Certificate delivered by such Borrower to Agent shall be “"Eligible Accounts” " for purposes of this Agreement, except any Account to which any of the exclusionary criteria set forth below applies. In additionAgent shall have the right to (i) establish, Agent reserves the right, at any time and modify or eliminate Reserves against Eligible Accounts from time to time after the Closing Date, and (ii) adjust from time to adjust time any of the criteria set forth below, to establish new criteria and to adjust advance rates with respect to Eligible Accounts, in its each case on not less than 30 days prior written notice to Borrower in the event that any audit of Accounts conducted by or at the request of Agent is, in the commercially reasonable credit judgment exercised in good faith; providedof Agent, that (i) any increase materially and adversely different from historical performance. Any exercise of any advance rate above its Original Advance Rate is rights by Agent pursuant to the immediately preceding sentence shall be subject to the approval of all Supermajority Lenders and (ii) any adjustment by Agent to any criterion set forth below that results in such criterion being less restrictive than as the case of adjustments, new criteria, changes in advance rates or the elimination of Reserves which have the effect on the Closing Date shall be subject to approval of Requisite Lendersmaking more credit available. Eligible Accounts shall not include any Account of Borrower or any Borrowerof its Subsidiaries: (a) which that does not arise from the sale or rental of goods or the performance of services by such Borrower or any of its Subsidiaries in the ordinary course of its business; (bi) upon which (i) such Borrower’s 's or any Subsidiary's right to receive payment is not absolute or is contingent upon the fulfillment of any condition by such Borrower whatsoever or (ii) such as to which Borrower or any Subsidiary is not legally able to bring suit or otherwise enforce its remedies against the Account Debtor through judicial process; process or (ciii) to the extent that any defense, counterclaim, setoff or dispute is asserted as to such Account; both (dx) if the Account represents a progress billing consisting of an invoice for goods sold or used or services rendered pursuant to a contract under which the Account Debtor’s 's obligation to pay that invoice is subject to such Borrower’s 's or any Subsidiary's completion of further performance under such contractcontract or is subject to the equitable lien of a surety bond issuer and (y) the aggregate face amount of all Accounts described in this clause (iii) exceeds $500,000; (ec) to the extent that any defense, counterclaim, setoff or dispute has been asserted as to such Account; (d) that is not a true and correct statement of bona fide indebtedness incurred in the amount of the Account for merchandise sold to or services rendered and accepted by to the applicable Account Debtor; (fe) with respect to which an invoice, that is not unacceptable reasonably acceptable to Agent (in its reasonable judgment) in form and substance, has not been sent to the applicable Account Debtor; (gf) that (i) that is not owned by such Borrower or any Subsidiary or (ii) to the extent it is subject to any right, claim, security interest or other interest of any other Person, other than Liens in favor of Agent, on behalf of itself and Lenders, and Trustee, on behalf of the holders of Senior Notes; (hg) that arises from a sale or rental to any director, officer, other employee or Affiliate of any Credit Party, or to any entity that has any common officer or director with any Credit Party; provided, however, Party (it being understood and agreed that a sale sales to any Person that is an Affiliate or such an entity portfolio companies of J.W. Childs and Halifax shall not be excluded under from the category of Elxxxxle Accounts solely by operation of this paragraph clause (g)); (h) if such Person is an Affiliate or such an entity solely because it is controlled by BRS or a fund managed by BRS; to the extent that both (ix) that the Account is the obligation of an Account Debtor that is the United States or Canadian government or a political subdivision thereofgovernment, or any state, county, province or municipality or department, agency or instrumentality thereof thereof, unless Agent, in its sole discretion, has agreed to the contrary in writing and such BorrowerBorrower or a Subsidiary, if necessary or desirable, has complied with respect to such obligation with the Federal Assignment of Claims Act of 1940, any Canadian equivalent thereof, or any applicable state, county or municipal law restricting assignment thereof, with respect to such obligation; provided, so long as no Default or Event and (y) the aggregate face amount of Default shall have occurred and be continuing, all Accounts described in this Section 1.6(iclause (h) and identified to the Agent pursuant to Section 5.10 shall be deemed Eligible Accounts to the extent such Accounts in the aggregate outstanding at any time do not exceed $1,500,000 and otherwise meet the eligibility criteria set forth in this Section 1.61,000,000; (ji) that is the obligation of an Account Debtor located in a foreign country other than Canada (excluding the provinces of Newfoundland, the Northwest Territories and the Territory of Nunavit), unless payment thereof is assured by a letter of credit assigned and delivered to Agent, reasonably satisfactory to Agent as to form, amount and issuer; (kj) to the extent such Borrower or any Subsidiary thereof is liable for goods sold or services rendered by the applicable Account Debtor to such Borrower or any Subsidiary thereof but only to the extent of the potential offset; (lk) that arises with respect to goods that are delivered on a xxxxbill-and-hold, cash-on-delivery basis or placed on consignment, guaranteed guaraxxxxd sale or other terms by reason of which the payment by the Account Debtor is or may be conditional; (ml) that is in default; provided, that, without limiting the generality of the foregoing, an Account shall be deemed in default as established upon the occurrence of any of the following: (i) the Account is not paid within the earlier of: sixty (60) days following its due date or ninety (90) 90 days following its original invoice date; (ii) the Account Debtor obligated upon such Account suspends business, makes a general assignment for the benefit of creditors or fails to pay its debts generally as they come due; or (iii) a petition is filed by or against any Account Debtor obligated upon such Account under any bankruptcy law or any other federal, state or foreign (including any provincial) receivership, insolvency relief or other law or laws for the relief of debtors; (nm) that is the obligation of an Account Debtor if fifty percent (50%) or more of the Dollar amount of all Accounts owing by that Account Debtor are ineligible under the other criteria set forth in paragraph (m) of this Section 1.6; (on) as to which Agent’s 's Lien thereon, on behalf of itself and Lenders, is not a first priority perfected Lien; (po) as to which any of the representations or warranties in the Loan Documents are untrue; (qp) to the extent such Account is evidenced by a judgment, Instrument or Chattel Paper; (rq) to the extent that such Account, together with all other Accounts owing by such Account exceeds Debtor and its Affiliates as of any credit limit established by Agent, in its reasonable credit judgment; date of determination exceed ten percent (s10%) that is payable in any currency other than Dollarsof all Eligible Accounts; or (tr) that is otherwise unacceptable to Agent in its reasonable credit judgment.

Eligible Accounts. All Accounts of the Accounts owned by any Borrower and reflected in the most recent Borrowing Base Certificate delivered by such Borrower to Agent Borrowers shall be “"Eligible Accounts” " for purposes of this Agreement, except any Account to which any of the exclusionary criteria set forth below applies. Agent shall have the right to establish, modify or eliminate Reserves against Eligible Accounts from time to time in its reasonable credit judgment. In addition, Agent reserves the right, at any time and from time to time after the Restatement Closing Date, to adjust any of the criteria set forth below, below and to establish new criteria criteria, and to adjust advance rates with respect to Eligible Accounts, in its reasonable credit judgment exercised judgment, reflecting changes in good faith; provided, that (i) any increase the collectibility or realization values of any advance rate above its Original Advance Rate is such Accounts arising or discovered by Agent after the Restatement Closing Date subject to the approval of all the Requisite Lenders and (ii) any adjustment by Agent to any criterion set forth below that results in such criterion being less restrictive than as the case of adjustments or new criteria or changes in advance rates or the elimination of Reserves which have the effect on the Closing Date shall be subject to approval of Requisite Lendersmaking more credit available. Eligible Accounts of any Borrower shall not include any Account of any BorrowerAccount: (a) which that does not arise from the sale of goods or the performance of services by such Borrower in the ordinary course of its business; (bi) upon which (i) such Borrower’s 's right to receive payment is not absolute or is contingent upon the fulfillment of any condition by such Borrower whatsoever or (ii) as to which such Borrower is not able to bring suit or otherwise enforce its remedies against the Account Debtor through judicial process; , or (c) to the extent that any defense, counterclaim, setoff or dispute is asserted as to such Account; (diii) if the Account represents a progress billing consisting of an invoice for goods sold or used or services rendered pursuant to a contract under which the Account Debtor’s 's obligation to pay that invoice is subject to such Borrower’s 's completion of further performance under such contractcontract or is subject to the equitable lien of a surety bond issuer; (ec) to the extent that any defense, counterclaim, set-off or dispute is asserted as to such Account; (d) that is not a true and correct statement of bona fide indebtedness incurred in the amount of the Account for merchandise sold to or services rendered and accepted by the applicable Account Debtor; (fe) with respect to which an invoice, that is not unacceptable reasonably acceptable to Agent (in its reasonable judgment) in form and substance, has not been sent to the applicable Account Debtor; (gf) that (i) that is not owned by such Borrower or (ii) to the extent it is subject to any right, claim, security interest or other interest Lien of any other Person, other than Liens in favor of Agent, on behalf of itself and Lenders, and Trustee, on behalf of the holders of Senior NotesImmaterial Liens; (hg) that arises from a sale to any director, officer, other employee or Affiliate of any Credit Partysuch Borrower, or to any entity that has any common officer or director with any Credit Party; provided, however, that a sale to any Person that is an Affiliate or such an entity shall not be excluded under this paragraph ; (h) if such Person that is the obligation of an Affiliate or such an entity solely because it Account Debtor that is controlled by BRS the Canadian government (Her Majesty The Queen in Right of Canada) or a fund managed political subdivision thereof, or any province or territory, or any municipality or department, agency or instrumentality thereof, or that is the United States government or a political subdivision thereof, or any state, county or municipality or department, agency or instrumentality thereof unless (i) Agent, in its sole discretion, has agreed to the contrary in writing, (ii) the Account is assignable by BRSway of security and is subject to a first priority security interest in favor of the Agent and (iii) the Credit Party, if necessary or desirable, has complied with the Financial Administration Act (Canada) and any amendments thereto, with the Federal Assignment of Claims Act of 1940 (31 U.S.C. Section 3727) or any applicable state, provincial, county or municipal law of similar purpose and effect restricting the assignment thereof with respect to such obligation; (i) that is the obligation of an Account Debtor that is the United States or Canadian government or a political subdivision thereof, or any state, county, province or municipality or department, agency or instrumentality thereof unless Agent, in its sole discretion, has agreed to the contrary in writing and such Borrower, if necessary or desirable, has complied with the Federal Assignment of Claims Act of 1940, any Canadian equivalent thereof, or any applicable state, county or municipal law restricting assignment thereof, with respect to such obligation; provided, so long as no Default or Event of Default shall have occurred and be continuing, Accounts described in this Section 1.6(i) and identified to the Agent pursuant to Section 5.10 shall be deemed Eligible Accounts to the extent such Accounts in the aggregate outstanding at any time do not exceed $1,500,000 and otherwise meet the eligibility criteria set forth in this Section 1.6; (j) that is the obligation of an Account Debtor located in a foreign country other than Canada (excluding or the provinces United States of Newfoundland, the Northwest Territories and the Territory of Nunavit), America unless payment thereof is assured by a letter of credit assigned and delivered to Agent, reasonably satisfactory to Agent as to form, amount and issuer; (kj) to the extent such the applicable Borrower or any Subsidiary thereof is liable for goods sold or services rendered by the applicable Account Debtor to such Borrower or any Subsidiary thereof but only to the extent of the potential offset; (lk) that arises with respect to goods that are delivered on a xxxx-and-hold, cash-on-delivery basis or placed on consignment, guaranteed sale or other terms by reason of which the payment by the Account Debtor is or may be conditional; (ml) that is in default; provided, that, without limiting the generality of the foregoing, an Account shall be deemed in default upon the occurrence of any of the following: (i) the Account is not paid within the earlier of: sixty (60) days following its due date or ninety (90) days following its original invoice date; (ii) the Account Debtor obligated upon such Account suspends business, makes a general assignment for the benefit of creditors or fails to pay its debts generally as they come duedue or is otherwise insolvent; or (iii) a if any assignment or petition is filed by or against any Account Debtor obligated upon such Account or any application for an order to stay proceedings against such Account Debtor is filed in any case or proceeding under any bankruptcy law or any other federal, state or foreign (including any provincial) receivership, insolvency relief or other law or laws for the relief of debtorsInsolvency Laws; (nm) that is the obligation of an Account Debtor if fifty percent (50%) or more of the Dollar amount of all Accounts owing by that Account Debtor are ineligible under the other criteria set forth in paragraph (m) of this Section 1.6; (on) as to which Agent’s 's Lien thereon, on behalf of itself and Lendersthe Secured Parties, is not a first priority perfected LienLien or Lien that is not registered in first priority but has obtained first priority status because any prior ranking secured creditor has subordinated and postponed its Lien in form and substance acceptable to the Secured Parties (subject to Immaterial Liens); (po) as to which any of the representations or warranties in the Loan Documents are untrue; (qp) to the extent such Account is evidenced by a judgment, Instrument or Chattel Paper; (rq) to the extent such Account exceeds any credit limit established by Agent, in its reasonable credit judgment; (r) to the extent that such Account, together with all other Accounts owing by such Account Debtor and its Affiliates as of any date of determination exceed 20% of all Eligible Accounts; provided, that Accounts of Borrowers owing by Essar Steel Algoma Inc. and its Affiliates which exceed 20% of all Eligible Accounts (but only to the extent of an amount up to and including 30% of all Eligible Accounts) shall be treated as “Eligible Accounts”; provided further, that during the period from January 1 through April 30 of each calendar year, Accounts of Borrowers owing by a Specified Customer which exceed 20% of all Eligible Accounts (and, to the extent in excess of 20% of all Eligible Accounts, the lesser of (i) an amount up to and including 25% of all Eligible Accounts and (ii) $2,000,000 for any Specified Customer) shall be treated as “Eligible Accounts”; (s) that is payable in any currency other than Canadian Dollars or US Dollars; or (t) that is otherwise unacceptable to Agent in its reasonable credit judgment. For the purpose of valuing Eligible Accounts of any Borrower denominated in Canadian Dollars (if any), the amount of such Eligible Accounts shall be converted into the Equivalent Amount thereof in US Dollars as of the last Business Day of each Fiscal Month; provided, that Agent reserves the right to adjust, at any time in its reasonable credit judgment, the value of US Dollars of such Eligible Accounts to take into account currency rate exchange fluctuations since the last valuation thereof.

Eligible Accounts. All of the Accounts owned by any Borrower US Borrowers and UK Borrower, and reflected in the most recent Borrowing Base Certificate delivered by such Applicable Borrower to the Applicable Agent shall be “Eligible Accounts” for purposes of this Agreement, except any Account to which any of the exclusionary criteria set forth below applies. The Applicable Agent shall have the right to establish or modify or eliminate Reserves against Eligible Accounts from time to time in its reasonable credit judgment. In addition, each Agent reserves the right, at any time and from time to time after the Closing Date, to adjust any of the criteria set forth below, to establish new criteria and to adjust advance rates with respect to Eligible Accounts, in its reasonable credit judgment exercised in good faith; providedjudgment, that (i) any increase of any advance rate above its Original Advance Rate is subject to the approval of all Requisite Revolving Lenders and (ii) any adjustment by Agent to any criterion set forth below that results in such criterion being less restrictive than as in the case of adjustments or the elimination of Reserves which have the effect on the Closing Date shall be subject to approval of Requisite Lendersmaking more credit available. Eligible Accounts shall not include any Account of any Borrower: (a) which that does not arise from the sale of goods or the performance of services by such Borrower Credit Party in the ordinary course of its business; (b) upon which (i) upon which such BorrowerCredit Party’s right to receive payment is not absolute or is contingent upon the fulfillment of any condition by such Borrower whatsoever or (ii) as to which such Borrower Credit Party is not able to bring suit or otherwise enforce its remedies against the Account Debtor through judicial process; , or (c) to the extent that any defense, counterclaim, setoff or dispute is asserted as to such Account; (diii) if the Account represents a progress billing consisting of an invoice for goods sold or used or services rendered pursuant to a contract under which the Account Debtor’s obligation to pay that invoice is subject to such BorrowerCredit Party’s completion of further performance under such contractcontract or is subject to the equitable lien of a surety bond issuer, or (iv)if the Account represents a billing for services not yet performed by the Applicable Borrower and accepted by the Account Debtor; (ec) in the event that any defense, counterclaim, setoff or dispute is asserted as to such Account; (d) that is not a true and correct statement of bona fide indebtedness incurred in the amount of the Account for merchandise sold to or services rendered and accepted by the applicable Account Debtor; (fe) other than Revenue Week Accounts, with respect to which an invoice, that is not unacceptable reasonably acceptable to the Applicable Agent (in its reasonable judgment) in form and substance, has not been sent to the applicable Account Debtor; (gf) that (i) that is not owned by such Borrower Credit Party or (ii) to the extent it is subject to any right, claim, security interest or other interest of any other Person, other than Liens in favor of the Applicable Agent, on behalf of itself and the Lenders, and Trustee, on behalf of the holders of Senior Notes; (hg) that arises from a sale to any director, officer, other employee or Affiliate of any Credit Party, or to any entity that has any common officer or director with any Credit Party; provided, however, that a sale to any Person that is an Affiliate or such an entity shall not be excluded under this paragraph (h) if such Person is an Affiliate or such an entity solely because it is controlled by BRS or a fund managed by BRS; (ih) that is the obligation of an Account Debtor that is a Governmental Authority, including, without limitation, the government of the United States States, Canada or Canadian government the United Kingdom, or a political subdivision thereof, or any state, county, province county or municipality or department, agency or instrumentality thereof unless Agent, in its sole discretion, has agreed to the contrary in writing and such Borrower, if necessary or desirable, Credit Party has complied with respect to such obligation with the Federal Assignment of Claims Act of 1940, any Canadian equivalent thereof, or any applicable foreign, state, county or municipal law restricting assignment thereof, with respect to such obligation; provided, so long as no Default or Event of Default shall have occurred and be continuing, Accounts described thereof in this Section 1.6(i) and identified a manner satisfactory to the Agent pursuant to Section 5.10 shall be deemed Eligible Accounts to the extent such Accounts in the aggregate outstanding at any time do not exceed $1,500,000 and otherwise meet the eligibility criteria set forth in this Section 1.6Applicable Agent; (ji) that is the obligation of an Account Debtor located in a foreign country other than (solely in the case of Accounts of a US Borrower), Canada (excluding the provinces province of Newfoundland, the Northwest Territories and the Territory of Nunavit), or, (solely in the case of Accounts of the UK Borrower), the United Kingdom, unless in each case payment thereof is assured by a letter of credit assigned and delivered to the Applicable Agent, reasonably satisfactory to such Agent as to form, amount and issuer; (kj) to the extent such Borrower Credit Party or any Subsidiary Affiliate thereof is liable for goods sold or services rendered by the applicable Account Debtor to such Borrower Credit Party or any Subsidiary Affiliate thereof but only to the extent of the potential offset; (lk) that arises with respect to goods that are delivered or services that are performed on a xxxx-and-hold, cash-on-delivery basis or placed on consignment, guaranteed sale or other terms by reason of which the payment by the Account Debtor is or may be conditional; (ml) that is in default; provided, that, without limiting the generality of the foregoing, an Account shall be deemed in default upon the occurrence of any of the following: (i) the Account is not paid within the earlier of: sixty (60) days following its due date or ninety (90) 90 days following its original invoice date; (ii) the Account Debtor obligated upon such Account suspends business, makes a general assignment for the benefit of creditors or fails to pay its debts generally as they come due; or (iii) a petition is filed by or against any Account Debtor obligated upon such Account under any bankruptcy law or any other federal, state or foreign (including any provincial) receivership, insolvency relief or other law or laws for the relief of debtors; (nm) that is the obligation of an Account Debtor if fifty percent (50%) % or more of the Dollar amount of all Accounts owing by that Account Debtor are ineligible under the other criteria set forth in paragraph (m) of this Section 1.6; (on) as to which the Applicable Agent’s Lien thereon, on behalf of itself and the applicable Lenders, is not a first priority perfected LienLien (other than Prior Claims for which Reserves have been established); (po) as to which any of the representations or warranties in the Loan Documents are untrue; (qp) to the extent such Account is evidenced by a judgment, Instrument or Chattel Paper; (rq) to the extent such Account exceeds any credit limit established by the Applicable Agent, in its reasonable credit judgment, following prior notice of such limit by such Agent to Borrower Representative or UK Borrower, as the case may be; (r) to the extent that such Account (other than Accounts of Franchise Business Activity), together with all other Accounts owing by such Account Debtor and its Affiliates as of any date of determination exceeds 10% of all Eligible Accounts of the US Borrowers or the UK Borrower, as applicable, and with respect to Accounts of Franchise Business Activity, such Account, together with all other Accounts owing by Franchise Business Activity, as of any date of determination exceed 18% of all Eligible Accounts of the Applicable Borrower; (s) if such Account is a Revenue Week Account, to the extent that such Account, together with all other Revenue Week Accounts, exceeds 25% of the trade accounts receivable balance (as reported on the trade accounts receivable aging sub-ledger) as of the date of such reporting; (t) that is payable in any currency other than DollarsDollars or solely with respect to Accounts of UK Borrower, Pounds Sterling; (u) that is an Account constituting a healthcare insurance receivable or a Medicare or Medicaid payment; (v) that is an Account of a licensee of the Applicable Borrower; or (tw) that is otherwise unacceptable to the Applicable Agent in its reasonable credit judgment.

Eligible Accounts. All of the Accounts owned by any Borrower and reflected in Based on the most recent Borrowing Base Certificate delivered by such Borrower to Agent and on other information available to Agent, Agent shall in its reasonable credit judgment determine which Accounts of Borrower and the other Credit Parties (other than Parent) shall be “"Eligible Accounts” " for purposes of this Agreement. In determining whether a particular Account constitutes an Eligible Account, except Agent shall not include any such Account to which any of the exclusionary criteria set forth below applies. In addition, Agent reserves the right, at any time and from time to time after the Closing Date, to adjust any of the criteria set forth belowsuch criteria, to establish new criteria and to adjust advance rates with respect to Eligible Accounts, in its reasonable credit judgment exercised in good faith; provided, that (i) any increase of any advance rate above its Original Advance Rate is subject to the approval of all Lenders and (ii) any adjustment by Agent to any criterion set forth below that results in such criterion being less restrictive than as in effect on the Closing Date shall be subject to approval of Requisite Lendersjudgment. Eligible Accounts shall not include any Account of any Borrowersuch Credit Party: (a) which does not arise from the sale of goods or the performance of services by such Borrower Credit Party in the ordinary course of its business; (b) upon which (i) such Borrower’s Credit Party's right to receive payment is not absolute or is contingent upon the fulfillment of any material condition by such Borrower that has not been fulfilled at the time of determination or (ii) such Borrower Credit Party is not able to bring suit or otherwise enforce its remedies against the Account Debtor through judicial process; (c) to the extent that any defense, counterclaim, setoff or dispute (but only to the extent of such defense, counterclaim, setoff or dispute) is asserted as to such Account; (d) Account or if the Account represents a progress billing consisting of an invoice for goods sold or used or services rendered pursuant to a contract under which the Account Debtor’s 's obligation to pay that invoice is subject to such Borrower’s 's completion of further performance (not yet performed at the time of determination) under such contract; (ed) that is not a true and correct statement of bona fide indebtedness incurred in the amount of the Account for merchandise sold to or services rendered and accepted by the applicable Account Debtor; (fe) with respect to which an invoice, that is not unacceptable substantially in the form currently used by such Credit Party or such other form reasonably acceptable to Agent (in its reasonable judgment) in form and substance, has not been sent to the applicable Account Debtor; (gf) that (i) that is not owned by such Borrower Credit Party or (ii) to the extent it is subject to any right, claim, security interest or other interest of any other Person, other than Liens in favor of Agent, on behalf of itself and Lenders, and Trustee, on behalf of the holders of Senior NotesPrior Claims that are unregistered and otherwise unperfected and that secure amounts that are not yet due and payable; (hg) that arises from a sale to any director, officer, other employee or Affiliate of any Credit Party, or to any entity that has any common officer or director with any Credit Party; provided, however, that a sale to any Person that is an Affiliate or such an entity shall not be excluded under this paragraph (h) if such Person is an Affiliate or such an entity solely because it is controlled by BRS or a fund managed by BRS; (ih) that is the obligation of an Account Debtor that is the United States or Canadian government or a political subdivision thereof, or any statestate or municipality or department, countyagency or instrumentality thereof, or that is the Canadian Government (Her Majesty the Queen in Right of Canada) or a political subdivision thereof, or any province or municipality or department, agency or instrumentality thereof thereof, unless Agent, in its sole discretion, has agreed to the contrary in writing and such BorrowerCredit Party, if necessary or desirable, has complied with the Federal Assignment of Claims Act of 1940, and any Canadian equivalent thereofamendments thereto, or the Financial Administration Act (Canada), or any amendments thereto, or any applicable statestate statute, county provincial law or municipal ordinance or law restricting assignment thereofof similar purpose and effect, with respect to such obligation; provided, so long as no Default or Event of Default shall have occurred and be continuing, Accounts described in this Section 1.6(i) and identified to the Agent pursuant to Section 5.10 shall be deemed Eligible Accounts to the extent such Accounts in the aggregate outstanding at any time do not exceed $1,500,000 and otherwise meet the eligibility criteria set forth in this Section 1.6; (ji) that is the obligation of an Account Debtor located in a foreign country other than Canada (excluding (1) the provinces of Newfoundland, Nova Scotia and Prinxx Xxxxxx Xxxand and the Northwest North West Territories and the Territory of Nunavit), unless payment thereof is assured by a letter of credit assigned and delivered to Agent, reasonably satisfactory to Agent as to form, amount and issuer; (k) to the extent such Borrower or any Subsidiary thereof is liable for goods sold or services rendered by the applicable Account Debtor to such Borrower or any Subsidiary thereof but only to the extent of the potential offset; (l) that arises with respect to goods that are delivered on a xxxx-and-hold, cash-on-delivery basis or placed on consignment, guaranteed sale or other terms by reason of which the payment by the Account Debtor is or may be conditional; (m) that is in default; provided, that, without limiting the generality of the foregoing, an Account shall be deemed in default upon the occurrence of any of the following: (i2) the Account is province of Quebec if Agent has not paid within the earlier of: sixty (60) days following confirmed to Borrower in writing that it has perfected its due date or ninety (90) days following its original invoice date; (ii) the Account Debtor obligated upon such Account suspends business, makes a general assignment for the benefit of creditors or fails to pay its debts generally as they come due; or (iii) a petition is filed by or against any Account Debtor obligated upon such Account under any bankruptcy law or any other federal, state or foreign (including any provincial) receivership, insolvency relief or other law or laws for the relief of debtors; (n) that is the obligation of an Account Debtor if fifty percent (50%) or more of the Dollar amount of all Accounts owing by that Account Debtor are ineligible under the other criteria set forth in paragraph (m) of this Section 1.6; (o) as to which Agent’s Lien thereon, on behalf of itself and Lenders, is not a first priority perfected Lien; (p) as to which any of the representations or warranties in the Loan Documents are untrue; (q) to the extent such Account is evidenced by a judgment; (r) to the extent such Account exceeds any credit limit established by Agent, in its reasonable credit judgment; (s) that is payable in any currency other than Dollars; or (t) that is otherwise unacceptable to Agent in its reasonable credit judgment.security interest

Eligible Accounts. All of the Accounts owned by any Borrower and reflected in Based on the most recent Borrowing Base Certificate delivered by such Borrower Representative to Administrative Agent and Revolver Agent and on other information available to Administrative Agent and Revolver Agent, Administrative Agent and Revolver Agent shall in their reasonable credit judgment determine which Accounts of each Borrower shall be “Eligible Accounts” "ELIGIBLE ACCOUNTS" for purposes of this Agreement. In determining whether a particular Account of any Borrower constitutes an Eligible Account, except Administrative Agent and Revolver Agent shall not include any such Account to which any of the exclusionary criteria set forth below applies. In addition, Administrative Agent reserves and Revolver Agent reserve the right, at any time and from time to time after the Closing Date, to adjust any of the criteria set forth belowsuch criteria, to establish new criteria and to adjust advance rates with respect to Eligible Accounts, in its their reasonable credit judgment exercised in good faith; providedjudgment, that (i) any increase of any advance rate above its Original Advance Rate is subject to the approval of all Supermajority Revolving Lenders and (ii) any adjustment by Agent to any criterion set forth below that results in such criterion being less restrictive than as the case of adjustments or, new criteria or changes in advance rates which have the effect on the Closing Date shall be subject to approval of Requisite Lendersmaking more credit available. Eligible Accounts shall not include any Account of any BorrowerBorrower which is a Lease Receivable or: (a) which does not arise from the sale of goods or the performance of services by such Borrower in the ordinary course of its business; (bi) upon which (i) such Borrower’s 's right to receive payment is not absolute or is contingent upon the fulfillment of any condition by such Borrower whatsoever or (ii) as to which such Borrower is not able to bring suit or otherwise enforce its remedies against the Account Debtor through judicial process; process or (c) to the extent that any defense, counterclaim, setoff or dispute is asserted as to such Account; (diii) if the Account represents a progress billing consisting of an invoice for goods sold or used or services rendered pursuant to a contract under which the Account Debtor’s 's obligation to pay that invoice is subject to such Borrower’s 's completion of further performance under such contractcontract or is subject to the equitable lien of a surety bond issuer; (ec) in the event that any defense, counterclaim, setoff or dispute is asserted as to such Account; (d) that is not a true and correct statement of bona fide indebtedness incurred in the amount of the Account for merchandise sold to or services rendered and accepted by the applicable Account Debtor; (fe) with respect to which an invoice, that is not unacceptable acceptable to Administrative Agent (in its reasonable judgment) and Revolver Agent in form and substance, has not been sent to the applicable Account Debtor; (gf) that (i) that is not owned by such Borrower or (ii) to the extent it is subject to any right, claim, security interest or other interest of any other Person, other than Liens in favor of Administrative Agent, on behalf of itself itself, Revolver Agent and Lenders, and Trustee, on behalf of the holders of Senior Notes; (hg) that arises from a sale to any director, officer, other employee or Affiliate of any Credit Party, or to any entity that which has any common officer or director with any Credit Party; provided, however, that a sale to any Person that is an Affiliate or such an entity shall not be excluded under this paragraph (h) if such Person is an Affiliate or such an entity solely because it is controlled by BRS or a fund managed by BRS; (ih) that is the obligation of an Account Debtor that is the United States or Canadian government or a political subdivision thereof, or any state, county, province state or municipality or department, agency or instrumentality thereof unless Administrative Agent and Revolver Agent, in its their sole discretion, has have agreed to the contrary in writing and such Borrower, if necessary or desirable, has complied with the Federal Assignment of Claims Act of 1940, and any Canadian equivalent thereofamendments thereto, or any applicable state, county state statute or municipal law restricting assignment thereofordinance of similar purpose and effect, with respect to such obligation; provided, so long as no Default or Event of Default shall have occurred and be continuing, Accounts described in this Section 1.6(i) and identified to the Agent pursuant to Section 5.10 shall be deemed Eligible Accounts to the extent such Accounts in the aggregate outstanding at any time do not exceed $1,500,000 and otherwise meet the eligibility criteria set forth in this Section 1.6; (ji) that is the obligation of an Account Debtor located in a foreign country (other than Canada (excluding Canada, Puerto Rico or the provinces of Newfoundland, the Northwest Territories and the Territory of NunavitUnited States Virgin Islands), unless payment thereof is assured by a letter of credit assigned and delivered to Administrative Agent, reasonably satisfactory to Administrative Agent and Revolver Agent as to form, amount and issuer; (kii) that is the obligation of an Account Debtor located in Canada, Puerto Rico or the United States Virgin Islands, unless (x) payment thereof is assured by a letter of credit assigned and delivered to Administrative Agent, satisfactory to Administrative Agent and Revolver Agent as to form, amount and issuer, or (y) Administrative Agent and Revolver Agent, in their sole discretion, have agreed to the contrary in writing and such Borrower, if necessary, has taken all such action as may be required by Administrative Agent and Revolver Agent to establish and maintain in favor of Administrative Agent for the benefit of the Lenders a first, perfected security interest in and to such Account; (j) to the extent such Borrower or any Subsidiary thereof is liable for goods sold or services rendered by the applicable Account Debtor to such Borrower or any Subsidiary thereof but only to the extent of the potential offset; (lk) that arises with respect to goods that which are delivered on a xxxxbill-and-hold, cash-on-delivery basis or placed on consignment, guaranteed guaraxxxxd sale or other terms by reason of which the payment by the Account Debtor is or may be conditional; (ml) that is in default; providedPROVIDED, thatTHAT, without limiting the generality of the foregoing, an Account shall be deemed in default upon the occurrence of any of the following: (i) the Account it is not paid within the earlier of: sixty (60) days following its due date or ninety (90) days following its original invoice date; (ii) the if any Account Debtor obligated upon such Account suspends business, makes a general assignment for the benefit of creditors or fails to pay its debts generally as they come due; or (iii) a if any petition is filed by or against any Account Debtor obligated upon such Account under any bankruptcy law or any other federal, state or foreign (including any provincial) receivership, insolvency relief or other law or laws for the relief of debtors; (nm) that which is the obligation of an Account Debtor if fifty percent (50%) or more of the Dollar dollar amount of all Accounts owing by that Account Debtor are ineligible under the other criteria set forth in paragraph (m) of this Section SECTION 1.6; (on) as to which Administrative Agent’s 's Lien thereon, on behalf of itself itself, Revolver Agent and Lenders, is not a first priority perfected Lien; (po) as to which any of the representations or warranties pertaining to Accounts set forth in this Agreement or the Loan Documents are Security Agreements is untrue; (qp) to the extent such Account is evidenced by a judgment, Instrument or Chattel Paper; (rq) to the extent such Account exceeds any credit limit established by Administrative Agent and Revolver Agent, in their reasonable discretion; (r) to the extent that such Account, together with all other Accounts owing by such Account Debtor and its reasonable credit judgmentAffiliates as of any date of determination, exceed twenty percent (20%) of all Eligible Accounts; (s) that which is payable in any currency other than Dollars; or (t) that which is otherwise unacceptable to Administrative Agent or Revolver Agent in its their reasonable credit judgment.

Eligible Accounts. All of the Accounts owned by any each Borrower and reflected in the most recent Borrowing Base Certificate delivered by such Borrower Representative to Agent shall be “Eligible Accounts” for purposes of this Agreement, except any Account to which any of the exclusionary criteria set forth below applies. Agent shall have the right to establish, modify or eliminate Reserves against Eligible Accounts from time to time in its reasonable credit judgment. In addition, Agent reserves the right, at any time and from time to time after the Closing Date, to adjust any of the criteria set forth below, below and to establish new criteria criteria, and to adjust advance rates with respect to Eligible Accounts, in its reasonable credit judgment exercised judgment, reflecting changes in good faith; provided, that (i) any increase the collectibility or realization values of any advance rate above its Original Advance Rate is such Accounts arising or discovered by Agent after the Closing Date subject to the approval of all Supermajority Revolving Lenders and (ii) any adjustment by Agent to any criterion set forth below that results in such criterion being less restrictive than as the case of adjustments or new criteria or changes in advance rates which have the effect on the Closing Date shall be subject to approval of Requisite Lendersmaking more credit available. Eligible Accounts shall not include any Account of any Borrower: (a) which that does not arise from the sale of goods or the performance of services by such Borrower in the ordinary course of its business; (bi) upon which (i) such Borrower’s right to receive payment is not absolute or is contingent upon the fulfillment of any condition by such Borrower whatsoever or (ii) as to which such Borrower is not able to bring suit or otherwise enforce its remedies against the Account Debtor through judicial process; , or (c) to the extent that any defense, counterclaim, setoff or dispute is asserted as to such Account; (diii) if the Account represents a progress billing consisting of an invoice for goods sold or used or services rendered pursuant to a contract under which the Account Debtor’s obligation to pay that invoice is subject to such Borrower’s completion of further performance under such contractcontract or is subject to the equitable lien of a surety bond issuer; (ec) to the extent that any defense, counterclaim, setoff or dispute is asserted as to such Account (it being understood that only the amount subject to dispute, counterclaim, setoff or defense shall be ineligible); (d) that is not a true and correct statement of bona fide indebtedness incurred in the amount of the Account for merchandise sold to or services rendered and accepted by the applicable Account Debtor; (fe) with respect to which an invoice, that is not unacceptable to Agent (in its reasonable judgment) in form and substance, invoice has not been sent to the applicable Account Debtor; (gf) that (i) that is not owned by such Borrower or (ii) to the extent it is subject to any right, claim, security interest or other interest Lien of any other Person, other than Liens in favor of Agent, on behalf of itself and Lenders, and Trustee, on behalf of the holders of Senior Notes; (hg) that arises from a sale to any director, officer, other employee or Affiliate of any Credit Party, or to any entity that has any common officer or director with any Credit Party; provided, however, that a sale to any Person that is an Affiliate or such an entity shall not be excluded under this paragraph (h) if such Person is an Affiliate or such an entity solely because it is controlled by BRS or a fund managed by BRS; (ih) that is the obligation of an Account Debtor that is the United States or Canadian government or a political subdivision thereof, or any state, county, province county or municipality or department, agency or instrumentality thereof unless Agent, in its sole discretion, has agreed to the contrary in writing and such Borrower, if necessary or desirable, has complied with respect to such obligation with the Federal Assignment of Claims Act of 1940, any Canadian equivalent thereof, or any applicable state, county or municipal law restricting the assignment thereof, thereof with respect to such obligation; provided, so long as no Default or Event of Default shall have occurred and be continuing, Accounts described in this Section 1.6(i) and identified to the Agent pursuant to Section 5.10 shall be deemed Eligible Accounts to the extent such Accounts in the aggregate outstanding at any time do not exceed $1,500,000 and otherwise meet the eligibility criteria set forth in this Section 1.6; (ji) that is the obligation of an Account Debtor located in a foreign country other than Canada (excluding the provinces of Newfoundland, the Northwest Territories and the Territory of Nunavit), unless payment thereof is assured by a letter of credit assigned and delivered to Agent, reasonably satisfactory to Agent as to form, amount and issuerCanada; (kj) to the extent such Borrower or any Subsidiary thereof is liable for goods sold or services rendered by the applicable Account Debtor to such Borrower or any Subsidiary thereof but only to the extent of the potential offset; (lk) that arises with respect to goods that are delivered on a xxxx-and-hold, cash-on-delivery basis or placed on consignment, guaranteed sale or other terms by reason of which the payment by the Account Debtor is or may be conditional; (ml) that is in default; provided, that, that without limiting the generality of the foregoing, an Account shall be deemed in default upon the occurrence of any of the following: (i) the Account is not paid within the earlier of: sixty (60) of 60 days following its due date or ninety (90) 90 days following its original invoice date; (ii) the Account Debtor obligated upon such Account suspends business, makes a general assignment for the benefit of creditors or fails to pay its debts generally as they come due; or (iii) a petition is filed by or against any Account Debtor obligated upon such Account under any bankruptcy law or any other federal, state or foreign (including any provincial) receivership, insolvency relief or other law or laws for the relief of debtors; (nm) that is the obligation of an Account Debtor if fifty percent (50%) or more of the Dollar amount of all Accounts owing by that Account Debtor are ineligible under the other criteria set forth in paragraph (m) of this Section 1.6; (on) as to which Agent’s Lien thereon, on behalf of itself and Lenders, is not a first priority perfected Lien; (po) as to which any of the representations or warranties in the Loan Documents are untrue; (qp) to the extent such Account is evidenced by a judgment, Instrument or Chattel Paper; (rq) to the extent such Account exceeds any credit limit established by Agent, in its reasonable credit judgment; (r) to the extent that such Account, together with all other Accounts owing by such Account Debtor and its Affiliates as of any date of determination exceed 10% of all Eligible Accounts; or (s) that is payable in any currency other than Dollars; or (t) that is otherwise unacceptable to Agent in its reasonable credit judgment.

Eligible Accounts. All The Eligible Accounts are bona fide existing payment obligations of Account Debtors created by the Accounts owned by any Borrower sale and reflected delivery of Inventory or the rendition of services to such Account Debtors in the most recent Borrowing Base Certificate delivered by ordinary course of Borrowers’ business, owed to Borrowers without defenses, disputes, offsets, counterclaims, or rights of return or cancellation. As to each Eligible Account, such Borrower to Agent shall be “Eligible Accounts” for purposes of this Agreement, except any Account to which any of the exclusionary criteria set forth below applies. In addition, Agent reserves the right, at any time and from time to time after the Closing Date, to adjust any of the criteria set forth below, to establish new criteria and to adjust advance rates with respect to Eligible Accounts, in its reasonable credit judgment exercised in good faith; provided, that (i) any increase of any advance rate above its Original Advance Rate is subject to the approval of all Lenders and (ii) any adjustment by Agent to any criterion set forth below that results in such criterion being less restrictive than as in effect on the Closing Date shall be subject to approval of Requisite Lenders. Eligible Accounts shall not include any Account of any Borrowernot: (a) which does not arise from the sale owed by an employee, Affiliate, or agent of goods or the performance of services by such Borrower in the ordinary course of its business;a Borrower, (b) upon which (i) such Borrower’s right to receive payment is contingent upon the fulfillment on account of any condition by such Borrower a transaction wherein goods were placed on consignment or (ii) such Borrower is not able to bring suit or otherwise enforce its remedies against the Account Debtor through judicial process; (c) to the extent that any defense, counterclaim, setoff or dispute is asserted as to such Account; (d) if the Account represents a progress billing consisting of an invoice for goods were sold or used or services rendered pursuant to a contract under which the Account Debtor’s obligation to pay that invoice is subject to such Borrower’s completion of further performance under such contract; guaranteed sale, a sale or return, a sale on approval, a xxxx and hold (e) that is not a true and correct statement of bona fide indebtedness incurred in the amount except Accounts of the Account Borrowers having an aggregate invoice amount for merchandise sold all such Borrowers of up to or services rendered and accepted by the applicable Account Debtor; (f) with respect to which an invoice, that is not unacceptable to Agent (in its reasonable judgment) in form and substance, has not been sent to the applicable Account Debtor; (g) (i) that is not owned by such Borrower or (ii) to the extent it is subject to any right, claim, security interest or other interest of any other Person, other than Liens in favor of Agent, on behalf of itself and Lenders, and Trustee, on behalf of the holders of Senior Notes; (h) that arises from a sale to any director, officer, other employee or Affiliate of any Credit Party, or to any entity that has any common officer or director with any Credit Party; provided, however, that a sale to any Person that is an Affiliate or such an entity shall not be excluded under this paragraph (h) if such Person is an Affiliate or such an entity solely because it is controlled by BRS or a fund managed by BRS; (i) that is the obligation of an Account Debtor that is the United States or Canadian government or a political subdivision thereof, or any state, county, province or municipality or department, agency or instrumentality thereof unless Agent, in its sole discretion, has agreed to the contrary in writing and such Borrower, if necessary or desirable, has complied with the Federal Assignment of Claims Act of 1940, any Canadian equivalent thereof, or any applicable state, county or municipal law restricting assignment thereof, with respect to such obligation; provided, so long as no Default or Event of Default shall have occurred and be continuing, Accounts described in this Section 1.6(i) and identified to the Agent pursuant to Section 5.10 shall be deemed Eligible Accounts to the extent such Accounts in the aggregate outstanding at any time do not exceed $1,500,000 and otherwise meet the eligibility criteria set forth in this Section 1.6; (j) that is the obligation of an Account Debtor located in a foreign country other than Canada (excluding the provinces of Newfoundland, the Northwest Territories and the Territory of Nunavit), unless payment thereof is assured by a letter of credit assigned and delivered to Agent, reasonably satisfactory to Agent as to form, amount and issuer; (k) to the extent such Borrower or any Subsidiary thereof is liable for goods sold or services rendered by the applicable Account Debtor to such Borrower or any Subsidiary thereof but only to the extent of the potential offset; (l) that arises with respect to goods that are delivered subject to a xxxx and hold agreement in form and substance satisfactory to Agent), or on a xxxx-and-hold, cash-on-delivery basis or placed on consignment, guaranteed sale or any other terms by reason of which the payment by the Account Debtor is or may be conditional;, (mc) that is in default; provided, that, without limiting the generality of the foregoing, an Account shall be deemed in default upon the occurrence of any of the following: (i) the Account is not paid within the earlier of: sixty (60) days following its due date or ninety (90) days following its original invoice date; (ii) the Account Debtor obligated upon such Account suspends business, makes a general assignment for the benefit of creditors or fails to pay its debts generally as they come due; or (iii) a petition is filed by or against any Account Debtor obligated upon such Account under any bankruptcy law or any other federal, state or foreign (including any provincial) receivership, insolvency relief or other law or laws for the relief of debtors; (n) that is the obligation of an Account Debtor if fifty percent (50%) or more of the Dollar amount of all Accounts owing by that Account Debtor are ineligible under the other criteria set forth in paragraph (m) of this Section 1.6; (o) as to which Agent’s Lien thereon, on behalf of itself and Lenders, is not a first priority perfected Lien; (p) as to which any of the representations or warranties in the Loan Documents are untrue; (q) to the extent such Account is evidenced by a judgment; (r) to the extent such Account exceeds any credit limit established by Agent, in its reasonable credit judgment; (s) that is payable in any a currency other than Dollars; or, (td) owed by an Account Debtor that has or has asserted a right of setoff, has disputed its liability, or has made any claim with respect to its obligation to pay the Account, (e) owed by an Account Debtor that is otherwise unacceptable subject to Agent any Insolvency Proceeding or is not Solvent or as to which a Borrower has received notice of an imminent Insolvency Proceeding or a material impairment of the financial condition of such Account Debtor, (f) on account of a transaction as to which the goods giving rise to such Account have not been shipped and billed (except Accounts of the Borrowers having an aggregate invoice amount for all such Borrowers of up to $1,500,000 with respect to goods that are subject to a xxxx and hold agreement in its reasonable credit judgmentform and substance satisfactory to Agent) to the Account Debtor or the services giving rise to such Account have not been performed and accepted by the Account Debtor, (g) a right to receive progress payments or other advance xxxxxxxx that are due prior to the completion of performance by the applicable Borrower of the subject contract for goods or services, and (h) an Account that has not been billed to the customer (except Accounts of the Borrowers having an aggregate invoice amount for all such Borrowers of up to $1,500,000 with respect to goods that are subject to a xxxx and hold letter in form and substance satisfactory to Agent).

Eligible Accounts. All of the Accounts owned by any Borrower and reflected in Based on the most recent Borrowing Base Certificate delivered by such Borrower to Agent and on other information available to Agent, Agent shall in its reasonable credit judgment determine which Accounts of Borrower shall be “"Eligible Accounts” " for purposes of this Agreement. In determining whether a particular Account constitutes an Eligible Account, except Agent shall not include any such Account to which any of the exclusionary criteria set forth below applies. In addition, Agent reserves shall have the right, at any time and from time to time after the Closing Date, to adjust any of the criteria set forth belowsuch criteria, to establish new criteria and to adjust advance rates with respect to Eligible Accounts, in its reasonable credit judgment exercised in good faith; providedjudgment, that (i) any increase of any advance rate above its Original Advance Rate is subject to the approval of all Supermajority Lenders and (ii) any adjustment by in the case of adjustments or new criteria or changes in advance rates which have the effect of making more credit available. Agent also shall have the right to any criterion set forth below that results in such criterion being less restrictive than as in effect establish, modify, or eliminate Reserves against Eligible Accounts from time to time, including without limitation, a dilution reserve which shall be 40% on the Closing Date shall be Date, subject to approval of Requisite Lendersadjustment (up or down) as determined by Agent in its reasonable credit judgment. Eligible Accounts shall not include any Account of any Borrower: (a) which that does not arise from the sale of goods or the performance of services by such Borrower in the ordinary course of its business; (bi) upon which (i) such Borrower’s 's right to receive payment is not absolute or is contingent upon the fulfillment of any condition by such Borrower whatsoever or (ii) such as to which Borrower is not able to bring suit or otherwise enforce its remedies against the Account Debtor through judicial process; , or (c) to the extent that any defense, counterclaim, setoff or dispute is asserted as to such Account; (diii) if the Account represents a progress billing consisting of an invoice for goods sold or used or services rendered pursuant to a contract under which the Account Debtor’s 's obligation to pay that invoice is subject to such Borrower’s 's completion of further performance under such contractcontract or is subject to the equitable lien of a surety bond issuer; (c) that contains payment terms greater than (i) in the case of goods which are not Seasonal Goods (excluding goods sold to Cub Foods, Super Valu, Xxxxx Supermarket and Kash-n- Xxxxx), sixty-one (61) days, and in the case of Cub Foods, Super Valu, Xxxxx Supermarket and Kash-n-Xxxxx, one hundred and one (101) days, (ii) in the case of Seasonal Goods (other than those relating to Christmas or Chanukah), one hundred and twenty (120) days, or (iii) in the case of Seasonal Goods relating to Christmas or Chanukah, one hundred and fifty (150) days. (d) that is the obligation of Party City and Jitney Jungle unless Agent otherwise consents; (e) in the event that any defense, counterclaim, setoff or dispute is asserted as to such Account, but only to the extent of the amount of such defense, counterclaim, setoff or dispute; (f) that is not a true and correct statement of a bona fide indebtedness obligation incurred in the amount of the Account for merchandise sold to or services rendered and accepted by the applicable Account Debtor; (fg) with respect to which an invoice, that is not unacceptable acceptable to Agent (in its reasonable judgment) in form and substance, has not been sent to the applicable Account Debtor; (gh) that (i) that is not owned by such Borrower or (ii) to the extent it is subject to any right, claim, security interest or other interest of any other Person, other than Liens in favor of Agent, on behalf of itself and Lenders, and Trustee, on behalf of the holders of Senior Notes; (hi) that arises from a sale to any director, officer, other employee or Affiliate of any Credit Party, or to any entity that has any common officer or director with any Credit Party; provided, however, that a sale to any Person that is an Affiliate or such an entity shall not be excluded under this paragraph (h) if such Person is an Affiliate or such an entity solely because it is controlled by BRS or a fund managed by BRS; (ij) that is the obligation of an Account Debtor that is the United States or Canadian government or a political subdivision thereof, or any state, county, province state or municipality or department, agency or instrumentality thereof unless Agent, in its sole discretion, has agreed to the contrary in writing and such Borrower, if necessary or desirable, has complied with the Federal Assignment of Claims Act of 1940, any Canadian equivalent thereof, 1940 or any applicable state, county state statute or municipal law restricting assignment thereof, ordinance of similar purpose and effect with respect to such obligation; provided, so long as no Default or Event of Default shall have occurred and be continuing, Accounts described in this Section 1.6(i) and identified to the Agent pursuant to Section 5.10 shall be deemed Eligible Accounts to the extent such Accounts in the aggregate outstanding at any time do not exceed $1,500,000 and otherwise meet the eligibility criteria set forth in this Section 1.6; (jk) that is the obligation of an Account Debtor located in a foreign country other than Canada (excluding the provinces of NewfoundlandQuebec, Newfoundland and the Northwest Territories and the Territory of Nunavit), Territories) unless payment thereof is assured by a letter of credit assigned and delivered to Agent, reasonably satisfactory to Agent as to form, amount and issuer; (kl) to the extent such Borrower or any Subsidiary thereof is liable for goods sold or services rendered by the applicable Account Debtor to such Borrower or any Subsidiary thereof but only to the extent of the potential offset; (lm) that arises with respect to goods that are delivered on a xxxx-and-hold, cash-on-delivery basis or placed on consignment, guaranteed sale (other than goods which are Seasonal Goods) or other terms by reason of which the payment by the Account Debtor is or may be conditional; (m) that is in default; provided, that, without limiting the generality of the foregoing, an Account shall be deemed in default upon the occurrence of any of the following: (i) the Account is not paid within the earlier of: sixty (60) days following its due date or ninety (90) days following its original invoice date; (ii) the Account Debtor obligated upon such Account suspends business, makes a general assignment for the benefit of creditors or fails to pay its debts generally as they come due; or (iii) a petition is filed by or against any Account Debtor obligated upon such Account under any bankruptcy law or any other federal, state or foreign (including any provincial) receivership, insolvency relief or other law or laws for the relief of debtors; (n) that is the obligation of an Account Debtor if fifty percent (50%) or more of the Dollar amount of all Accounts owing by that Account Debtor are ineligible under the other criteria set forth which has been written off Borrower's general ledger and is included in paragraph (m) of this Section 1.6; (o) as to which Agent’s Lien thereon, on behalf of itself and Lenders, is not a first priority perfected Lien; (p) as to which any of the representations or warranties in the Loan Documents are untrue; (q) to the extent such Account is evidenced by a judgment; (r) to the extent such Account exceeds any credit limit established by Agent, in its reasonable credit judgment; (s) that is payable in any currency other than Dollars; or (t) that is otherwise unacceptable to Agent in its reasonable credit judgment.Borrower's "

Eligible Accounts. All Eligible Accounts" shall mean all Accounts of each of the Accounts owned by any Borrower and reflected in Borrowers other than the most recent Borrowing Base Certificate delivered by such Borrower to Agent shall be “Eligible Accounts” for purposes of this Agreement, except any Account to which any of the exclusionary criteria set forth below applies. In addition, Agent reserves the right, at any time and from time to time after the Closing Date, to adjust any of the criteria set forth below, to establish new criteria and to adjust advance rates with respect to Eligible Accounts, in its reasonable credit judgment exercised in good faith; provided, that following: (i) any increase except as provided in subsection 3.2(vi), Accounts which remain unpaid as of any advance rate above its Original Advance Rate is subject to ninety (90) days after the approval date of all Lenders and the original invoice with respect thereto; (ii) any adjustment all Accounts owing by Agent to any a single Account Debtor, including a currently scheduled Account, if fifty percent (50%) or more of the balance owing by such Account Debtor is ineligible by reason of the criterion set forth below that results in such criterion being less restrictive than as in effect on the Closing Date shall be subject to approval of Requisite Lenders. Eligible Accounts shall not include any Account of any Borrower: (a) which does not arise from the sale of goods or the performance of services by such Borrower in the ordinary course of its business; (b) upon which clause (i) such Borrower’s right to receive payment is contingent upon the fulfillment of any condition by such Borrower or this subsection 3.2; (iiiii) such Borrower is not able to bring suit or otherwise enforce its remedies against the Account Debtor through judicial process; (c) to the extent that any defense, counterclaim, setoff or dispute is asserted as to such Account; (d) if the Account represents a progress billing consisting of an invoice for goods sold or used or services rendered pursuant to a contract under which the Account Debtor’s obligation to pay that invoice is subject to such Borrower’s completion of further performance under such contract; (e) that is not a true and correct statement of bona fide indebtedness incurred in the amount of the Account for merchandise sold to or services rendered and accepted by the applicable Account Debtor; (f) Accounts with respect to which the Account Debtor is an invoice, that is not unacceptable to Agent (in its reasonable judgment) in form and substance, has not been sent to the applicable Account Debtor; (g) (i) that is not owned by such Borrower or (ii) to the extent it is subject to any right, claim, security interest or other interest of any other Person, other than Liens in favor of Agent, on behalf of itself and Lenders, and Trustee, on behalf of the holders of Senior Notes; (h) that arises from a sale to any director, officer, other employee or Affiliate of any Credit PartyBorrower or a director, or to any entity that has any common officer or director employee of any Borrower or its Affiliates; (iv) Accounts with any Credit Party; provided, however, that a sale respect to any Person that is an Affiliate or such an entity shall not be excluded under this paragraph (h) if such Person is an Affiliate or such an entity solely because it is controlled by BRS or a fund managed by BRS; (i) that is which the obligation of an Account Debtor that is the United States a Governmental Authority or Canadian government or a political subdivision thereof, or any state, county, province or municipality or department, agency or instrumentality prime contractor thereof unless Agent, such Borrower has complied in its sole discretion, has agreed a manner satisfactory to the contrary in writing and such Borrower, if necessary or desirable, has complied Agent with the Federal Assignment of Claims Act of 1940, any Canadian equivalent thereofas amended, or any applicable similar law or statute of the relevant state, county province, municipality or municipal law restricting other jurisdiction and any amendments thereto, relative to the assignment thereof, of such Accounts; (v) Accounts with respect to which the Account Debtor is not a resident of the United States unless the Account is payable in United States dollars and (A) the Account Debtor has supplied such obligation; providedBorrower with an irrevocable letter of credit, so long as no Default or Event of Default shall have occurred and be continuing, Accounts described in this Section 1.6(i) and identified issued by a financial institution satisfactory to the Agent pursuant Required Lenders in an amount sufficient to Section 5.10 shall be deemed Eligible Accounts cover such Account and in form and substance satisfactory to the extent Required Lenders and without right of setoff or (B) the Agent in its reasonable discretion has approved in writing such Account Debtor; (vi) Prebilled Accounts in the aggregate outstanding at any time do not exceed $1,500,000 and otherwise meet the eligibility criteria set forth in this Section 1.6; (j) that is the obligation of an Account Debtor located in a foreign country other than Canada (excluding the provinces of Newfoundland, the Northwest Territories and the Territory of Nunavit), unless payment thereof is assured by a letter of credit assigned and delivered to Agent, reasonably satisfactory to Agent as to form, amount and issuer; (k) to the extent such Borrower or any Subsidiary thereof is liable for goods sold or services rendered by the applicable Account Debtor to such Borrower or any Subsidiary thereof but only to the extent of the potential offset; (l) that arises Accounts arising with respect to goods that which have not been shipped and delivered to and accepted as satisfactory by the Account Debtor or arising with respect to services which have not been fully performed and accepted as satisfactory by the Account Debtor; (vii) Accounts for which the prospect of payment in full or performance in a timely manner by the Account Debtor is or is likely to become impaired as determined by the Agent in the reasonable exercise of its discretion; (viii) Accounts which are delivered not invoiced (and dated as of the date of such invoice) and sent to the Account Debtor within thirty (30) days after delivery of the underlying goods to or performance of the underlying services for the Account Debtor; (ix) Accounts with respect to which the Agent, on behalf of the Lenders, does not have a first and valid fully perfected Lien free and clear of any other Lien whatsoever; (x) Accounts with respect to which the Account Debtor is the subject of bankruptcy or a similar insolvency proceeding or has made an assignment for the benefit of creditors or whose assets have been conveyed to a receiver or trustee; (xi) Accounts with respect to which the Account Debtor's obligation to pay the Account is conditional upon the Account Debtor's approval or is otherwise subject to any repurchase obligation or return right, as with sales made on a xxxxguaranteed sale, sale-andor-holdreturn, cash-on-delivery basis or placed demonstration, sale on consignment, guaranteed sale approval or other terms by reason of which the payment by the Account Debtor is or may be conditional; conditional (m) that is except with respect to Accounts in default; provided, that, without limiting connection with which Account Debtors are entitled to return Inventory solely on the generality basis of the foregoing, an quality of such Inventory) or consignment basis; (xii) Accounts to the extent that the Account shall be deemed Debtor's indebtedness to the Borrowers exceeds a credit limit determined by the Agent in default upon the occurrence Agent's discretion following prior written notice of such credit limit from the Agent to the Borrower Representative; (xiii) Accounts with respect to which any disclosure is required in accordance with subsection 3.3; (xiv) contra Accounts to the extent of the following: (i) amount of the accounts payable owed by the Borrowers to the Account is not paid within the earlier of: sixty Debtor; (60xv) days following its due date or ninety (90) days following its original invoice date; (ii) Accounts with respect to which the Account Debtor obligated upon is located in any state denying creditors access to its courts in the absence of a Notice of Business Activities Report or other similar filing unless such Account suspends businessBorrower has either qualified as a foreign corporation authorized to transact business in such state or has filed a Notice of Business Activities Report or similar filing with the applicable Governmental Authority in such state for the then current year; (xvi) Accounts evidenced by Chattel Paper or any Instrument of any kind, makes a general assignment to the extent possession of such Chattel Paper or Instrument is not granted to the Agent, for the benefit of creditors or fails the Lenders; and (xvii) Accounts which the Agent determines in good faith to pay its debts generally as they come due; or (iii) be unacceptable. In the event that a petition is filed by or against any previously scheduled Eligible Account Debtor obligated upon such ceases to be an Eligible Account under any bankruptcy law or any other federal, state or foreign the above described criteria (including any provincial) receivership, insolvency relief or other law or laws for the relief of debtors; (n) that is the obligation of an Account Debtor if fifty percent (50%) or more of the Dollar amount of all Accounts owing by that Account Debtor are ineligible under the other criteria set forth in paragraph (m) of this Section 1.6; (o) as to which Agent’s Lien thereon, on behalf of itself and Lenders, is not a first priority perfected Lien; (p) as to which any of the representations or warranties in the Loan Documents are untrue; (q) to the extent such Account is evidenced by a judgment; (r) to the extent such Account exceeds any credit limit established by Agent, in its reasonable credit judgment; (s) that is payable in any currency other than Dollars; or (t) that is otherwise unacceptable to any determination made by the Agent), the Borrower Representative shall notify the Agent in its reasonable credit judgmentthereof as soon as practicable.

Eligible Accounts. All of the Accounts owned by any Borrower and the other Credit Parties and reflected in the most recent Borrowing Base Certificate delivered by such Borrower to Agent shall be “"Eligible Accounts” " for purposes of this Agreement, except any Account to which any of the exclusionary criteria set forth below applies. Agent shall have the right to establish, modify or eliminate Reserves against Eligible Accounts from time to time in its reasonable credit judgment. In addition, Agent reserves the right, at any time and from time to time after the Closing Date, to adjust any of the criteria set forth below, to establish new criteria and to adjust advance rates with respect to Eligible Accounts, in its reasonable credit judgment exercised in good faith; providedjudgment, that (i) any increase of any advance rate above its Original Advance Rate is subject to the approval of all Requisite Revolving Lenders and (ii) any adjustment by Agent to any criterion in the case of changes in the eligibility criteria set forth below that results or in such criterion being less restrictive than as advance rates, in each case, which have the effect on the Closing Date shall be subject to approval of Requisite Lendersmaking more credit available. Eligible Accounts shall not include any Account of Borrower or any Borrowerother Credit Party: (a) which that does not arise from the sale of goods or the performance of services by such Borrower Credit Party in the ordinary course of its business; (bi) upon which (i) such Borrower’s Credit Party's right to receive payment is not absolute or is contingent upon the fulfillment of any condition by such Borrower whatsoever or (ii) as to which such Borrower Credit Party is not able to bring suit or otherwise enforce its remedies against the Account Debtor through judicial process; process or (c) to the extent that any defense, counterclaim, setoff or dispute is asserted as to such Account; (diii) if the Account represents a progress billing consisting of an invoice for goods sold or used or services rendered pursuant to a contract under which the Account Debtor’s 's obligation to pay that invoice is subject to such Borrower’s Credit Party's completion of further performance under such contractcontract or is subject to the equitable lien of a surety bond issuer; (ec) in the event that any defense, counterclaim, setoff or dispute is asserted as to such Account; (d) that is not a true and correct statement of bona fide indebtedness incurred in the amount of the Account for merchandise sold to or services rendered and accepted by the applicable Account Debtor; (fe) with respect to which an invoice, that is not unacceptable reasonably acceptable to Agent (in its reasonable judgment) in form and substance, has not been sent to the applicable Account Debtor; (gf) that (i) that is not owned by such Borrower a Credit Party or (ii) to the extent it is subject to any right, claim, security interest or other interest Lien of any other Person, other than (x) Liens in favor of Agent, on behalf of itself and LendersLenders and (y) subject to the Intercreditor Agreement, and Trustee, on behalf of the holders of Senior NotesLiens securing the Second Lien Loan; (hg) that arises from a sale to any director, officer, other employee or Affiliate of any Credit Party, or to any entity that has any common officer or director with any Credit Party; provided, however, that a sale to any Person that is an Affiliate or such an entity shall not be excluded under this paragraph (h) if such Person is an Affiliate or such an entity solely because it is controlled by BRS or a fund managed by BRS; (ih) that is the obligation of an Account Debtor that is the United States or Canadian government or a political subdivision thereof, or any state, county, province county or municipality or department, agency or instrumentality thereof unless Agent, in its sole discretion, has agreed to the contrary in writing and such BorrowerCredit Party, if necessary or desirable, has complied with respect to such obligation with the Federal Assignment of Claims Act of 1940, any Canadian equivalent thereof, or any applicable state, county or municipal law restricting assignment thereof, with respect to such obligation; provided, so long as no Default or Event of Default shall have occurred and be continuing, Accounts described in this Section 1.6(i) and identified to the Agent pursuant to Section 5.10 shall be deemed Eligible Accounts to the extent such Accounts in the aggregate outstanding at any time do not exceed $1,500,000 and otherwise meet the eligibility criteria set forth in this Section 1.6; (ji) that is the obligation of an Account Debtor located in a foreign country other than Canada (excluding the provinces of Newfoundland, the Northwest Territories and the Territory of Nunavit), unless payment thereof is assured by a letter of credit assigned and delivered to Agent, reasonably satisfactory to Agent as to form, amount and issuer; (kj) to the extent such Borrower Credit Party or any Subsidiary thereof is liable for goods sold or services rendered by the applicable Account Debtor to such Borrower Credit Party or any Subsidiary thereof but only to the extent of the potential offset; (lk) that arises with respect to goods that are delivered on a xxxx-xxxx- and-hold, cash-on-delivery basis or placed on consignment, guaranteed sale or other terms by reason of which the payment by the Account Debtor is or may be conditional; (ml) that is in default; provided, that, without limiting the generality of the foregoing, an Account shall be deemed in default upon the occurrence of any of the following: (i) the Account is not paid within the earlier of: sixty (60) days following its due date or ninety (90) days following its original invoice date; provided that any Account with respect to Burlington, Chevron USA and Denbury Offshore shall be in default if not paid within the earlier of ninety (90) days following its due date or one hundred twenty (120) days following its original invoice date; (ii) the Account Debtor obligated upon such Account suspends business, makes a general assignment for the benefit of creditors or fails to pay its debts generally as they come due; or (iii) a petition is filed by or against any Account Debtor obligated upon such Account under any bankruptcy law or any other federal, state or foreign (including any provincial) receivership, insolvency relief or other law or laws for the relief of debtors; (nm) that is the obligation of an Account Debtor if fifty percent (50%) % or more of the Dollar amount of all Accounts owing by that Account Debtor are ineligible under the other criteria set forth in paragraph (m) of this Section 1.6; (on) as to which Agent’s 's Lien thereon, on behalf of itself and Lenders, is not a first priority First Priority perfected Lien; (po) as to which any of the representations or warranties in the Loan Documents are untrue; (qp) to the extent such Account is evidenced by a judgment, Instrument or Chattel Paper; (rq) to the extent such Account exceeds any credit limit established by Agent, in its reasonable credit judgment; (r) to the extent that such Account, together with all other Accounts owing by such Account Debtor and its Affiliates as of any date of determination exceed 10% of all Eligible Accounts, except for such Account Debtor(s) approved in advance by Agent, for which the limit shall be 15%; (s) that is payable in any currency other than Dollars; or (t) that is otherwise unacceptable to Agent in its reasonable credit judgment.

Eligible Accounts. All of the Accounts owned by any Borrower Borrowers and reflected in the most recent Borrowing Base Certificate delivered by such Borrower Representative to Agent shall be “Eligible Accounts” for purposes of this Agreement, except any Account to which any of the exclusionary criteria set forth below applies. Agent shall have the right to establish, modify or eliminate Reserves against Eligible Accounts from time to time in its Permitted Discretion after the Closing Date; provided that, no Reserves in effect on the Closing Date (other than the AMI Reserve (as defined in the initial Borrowing Base Certificate delivered to Agent on the Closing Date)) shall be eliminated or modified so as to make more credit available following the Closing Date without the approval of the Supermajority Lenders (it being understood that Agent shall have the right to eliminate or modify the AMI Reserve in its Permitted Discretion). In addition, Agent reserves the right, at any time and from time to time after the Closing Date, to adjust any of the criteria set forth below, below and to establish new criteria and to adjust advance rates with respect to Eligible Accounts, in its reasonable credit judgment exercised Permitted Discretion, reflecting changes in good faith; provided, that (i) any increase the collectibility or realization values of any advance rate above its Original Advance Rate is such Accounts arising or discovered by Agent after the Closing Date subject to the approval of all Supermajority Lenders and (ii) any adjustment by Agent to any criterion set forth below in the case of changes, adjustments or new criteria which have the effect of making more credit available; provided that results in such criterion being less restrictive than as in effect on the Closing Date shall be subject to approval of Requisite Lendersthe Supermajority Lenders shall not be required in the case of adjustments or new criteria which have the effect of making more credit available which have been implemented following Agent’s imposition of adjustments or new criteria which have had the effect of making less credit available in a like amount. Eligible Accounts shall not include any Account of any Borrower: (a) which does not arise from the sale of goods or the performance of services by such Borrower in the ordinary course of its business; (b) upon which (i) such Borrower’s right to receive payment is contingent upon the fulfillment of any condition by such Borrower or (ii) such Borrower is not able to bring suit or otherwise enforce its remedies against the Account Debtor through judicial process; (c) to the extent that any defense, counterclaim, setoff or dispute is asserted as to such Account; (d) if the Account represents a progress billing consisting of an invoice for goods sold or used or services rendered pursuant to a contract under which the Account Debtor’s obligation to pay that invoice is subject to such Borrower’s completion of further performance under such contract; (e) that is not a true and correct statement of bona fide indebtedness incurred in the amount of the Account for merchandise sold to or services rendered and accepted by the applicable Account Debtor; (f) with respect to which an invoice, that is not unacceptable to Agent (in its reasonable judgment) in form and substance, has not been sent to the applicable Account Debtor; (g) (i) that is not owned by such Borrower or (ii) to the extent it is subject to any right, claim, security interest or other interest of any other Person, other than Liens in favor of Agent, on behalf of itself and Lenders, and Trustee, on behalf of the holders of Senior Notes; (h) that arises from a sale to any director, officer, officer or other employee or Affiliate of any Credit PartyBorrower, or to any entity that has any common officer or director with any Credit Party; providedBorrower, however, that a except to the extent any such Account arises from an arm’s length sale to any Person that is an Affiliate or such an entity shall not be excluded under this paragraph (h) if such Person is other than an Affiliate officer or employee (the Borrowers hereby represent to Agent and Lenders that no Borrower has actual knowledge of the existence of any such an entity solely because it is controlled by BRS or a fund managed by BRSAccounts arising from arm’s length sales to such Persons unless otherwise disclosed on the Borrowing Base Certificate most recently delivered to Agent pursuant to Annex F to the Agreement); (ib) that has not been paid within sixty (60) days following its due date; (c) to the extent any credit balance of such Account is outstanding greater than sixty (60) days following such Account’s due date; (d) that arose from the sale of goods to a vendor or other factory representative, but only to the extent of the amount of the account payable to such vendor or representative (it being understood that the amount excluded from the Borrowing Base pursuant to this clause (d) shall not exceed the amount of the Account); (e) that is the obligation of an Account Debtor that is (i) the United States or Canadian government or a political subdivision thereof, or any state, county, province county or municipality or department, agency or instrumentality thereof thereof, (ii) the Canadian federal government or any department, agency or instrumentality thereof, or (iii) a Canadian provincial, territorial or municipal government, unless Agent, in its sole discretion, has agreed to the contrary in writing and such Borrower, if necessary or desirable, has complied with respect to such obligation with the Federal Assignment of Claims Act of 1940, any Canadian equivalent thereof, the Financial Administration Act (Canada) or any applicable state, county or municipal law restricting assignment thereof, with respect to such obligation; provided, so long as no Default or Event of Default shall have occurred and be continuing, Accounts described in this Section 1.6(i) and identified to the Agent pursuant to Section 5.10 shall be deemed Eligible Accounts to the extent such Accounts in the aggregate outstanding at any time do not exceed $1,500,000 and otherwise meet the eligibility criteria set forth in this Section 1.6; (j) that is the obligation of an Account Debtor located in a foreign country other than Canada (excluding the provinces of Newfoundland, the Northwest Territories and the Territory of Nunavit), unless payment thereof is assured by a letter of credit assigned and delivered to Agent, reasonably satisfactory to Agent as to form, amount and issuer; (k) to the extent such Borrower or any Subsidiary thereof is liable for goods sold or services rendered by the applicable Account Debtor to such Borrower or any Subsidiary thereof but only to the extent of the potential offset; (l) that arises with respect to goods that are delivered on a xxxx-and-hold, cash-on-delivery basis or placed on consignment, guaranteed sale or other terms by reason of which the payment by the Account Debtor is or may be conditional; (mf) that is in default; provided, that, without limiting the generality default as a result of the foregoing, an Account shall be deemed in default upon the occurrence of any of the following: (i) the Account is not paid within the earlier of: sixty (60) days following its due date or ninety (90) days following its original invoice date; (ii) the Account Debtor obligated upon such Account suspends business, makes a general assignment for the benefit of creditors or fails to pay its debts generally as they come due; or (iiiii) a petition is filed by or against any Account Debtor obligated upon such Account under any bankruptcy law or any other federal, state or foreign (including any provincial) receivership, insolvency relief or other law or laws for the relief of debtors; (ng) to the extent that any defense, counterclaim, setoff or dispute is asserted in writing or otherwise known by such Borrower as to such Account; (h) that arises with respect to goods that are delivered on a cash-on-delivery or cash-and-carry basis; (i) to the extent such Account constitutes a “charge back”, re-xxxx or similar adjustment for unauthorized deductions made by the Account Debtor; (j) that is the obligation of an Account Debtor if fifty percent (50%) or more of the Dollar amount of all Accounts owing by that Account Debtor are ineligible under the other criteria set forth in paragraph Section 1.6(b); (k) that constitutes unapplied cash; (l) to the extent that such Account is subject to customer rebates in the ordinary course of business consistent with past practices, but only to the extent of the amount of such customer rebates (it being understood that the amount excluded from the Borrowing Base pursuant to this clause (l) shall not exceed the amount of the Account); (m) that constitutes a customer deposit or other payment in advance for goods or services not yet delivered or provided, as the case may be; (n) Accounts of this Section 1.6any Borrower subject to an unreconciled variance between such Borrower’s general ledger and accounts receivable aging; (o) to the extent such Account is pre-billed by any Borrower in excess of one (1) day; (p) that does not arise from the sale of goods or the performance of services by such Borrower in the ordinary course of its business; (i) upon which such Borrower’s right to receive payment is not absolute or is contingent upon the fulfillment of any condition whatsoever or (ii) as to which such Borrower is not able to bring suit or otherwise enforce its remedies against the Account Debtor through judicial process or (iii) if the Account represents a progress billing consisting of an invoice for goods sold or used or services rendered pursuant to a contract under which the Account Debtor’s obligation to pay that invoice is subject to such Borrower’s completion of further performance under such contract or is subject to the equitable lien of a surety bond issuer; (r) that is not a true and correct statement of bona fide indebtedness incurred in the amount of the Account for merchandise sold to or services rendered and accepted by the applicable Account Debtor; (s) with respect to which an invoice, reasonably acceptable to Agent in form and substance, has not been sent to the applicable Account Debtor; (t) that (i) is not owned by such Borrower or (ii) is subject to any Lien of any other Person, other than (A) Liens in favor of Agent, on behalf of itself and Lenders, (B) encumbrances described in clause (a) of the definition of Permitted Encumbrances and (C) the second priority Liens (junior to the Liens in favor of the Agent) securing Subordinated Debt evidenced by the Subordinated Debt Documents and, in the case of the Liens securing the Tranche B Loan Facility, subject to the Intercreditor Agreement; (u) that is the obligation of an Account Debtor located in a foreign country other than Canada unless payment thereof is assured by a letter of credit assigned and delivered to Agent, reasonably satisfactory to Agent as to form, amount and issuer; (v) to the extent such Borrower or any Subsidiary thereof is liable for goods sold or services rendered by the applicable Account Debtor to such Borrower or any Subsidiary thereof but only to the extent of the potential offset; (w) as to which Agent’s Lien thereon, on behalf of itself and Lenders, is not a first priority perfected Lien; (px) as to which any of the representations or warranties in the Loan Documents applicable to Accounts are untrue; (qy) to the extent such Account is evidenced by a judgment, Instrument or Chattel Paper; (rz) that arises with respect to goods that are delivered on a xxxx-and-hold basis or placed on consignment, guaranteed sale or other terms by reason of which the payment by the Account Debtor is or may be conditional; (aa) to the extent that such Account, together with all other Accounts owing by such Account exceeds Debtor and its Affiliates, as of any credit limit established date of determination exceed fifteen percent (15%) of all Eligible Accounts or, solely with respect to Accounts that are owing by Agentany Account Debtor and its Affiliates which have a rating of BBB- or higher from S&P (or an equivalent rating from an equivalent Canadian rating agency, as determined by the Agent in its reasonable credit judgment;discretion), twenty percent (20%) of all Eligible Accounts; or (sbb) that is payable in any currency other than Dollars; or (t) that is otherwise unacceptable to Agent in its reasonable credit judgmentDollars or Canadian dollars.

Eligible Accounts. All of the Accounts owned by any Borrower and reflected in the most recent Borrowing Base Certificate delivered by such Borrower to Agent Agents shall be “"Eligible Accounts” " for purposes of this Agreement, except any Account to which any of the exclusionary criteria set forth below applies. Inventory and Receivables Security Agent shall have the right to establish or modify Reserves against Eligible Accounts from time to time in its reasonable credit judgment. In addition, Inventory and Receivables Security Agent reserves the right, at any time and from time to time after the Closing Date, to adjust any of the criteria set forth below, below and to establish new criteria criteria, and to adjust advance rates with respect to Eligible Accounts, in its reasonable credit judgment exercised judgment, reflecting changes in good faith; provided, that (i) any increase the collectibility or realization values of any advance rate above its Original Advance Rate is such Accounts arising or discovered by Inventory and Receivables Security Agent after the Closing Date subject to the approval of (a) Supermajority Lenders in the case of adjustments or new criteria which have the effect of making more credit available and (b) all Lenders and (ii) any adjustment by Agent in the case of increases in the advance rate applicable to any criterion set forth below that results in such criterion being less restrictive than as in effect on the Closing Date shall be subject to approval of Requisite LendersEligible Accounts. Eligible Accounts shall not include any Account of any Borrower: (a) which that does not arise from the sale of goods or the performance of services by such Borrower in the ordinary course of its business; (bi) upon which (i) such Borrower’s 's right to receive payment is not absolute or is contingent upon the fulfillment of any condition by such Borrower whatsoever or (ii) such as to which Borrower is not able to bring suit or otherwise enforce its remedies against the Account Debtor through judicial process; , or (c) to the extent that any defense, counterclaim, setoff or dispute is asserted as to such Account; (diii) if the Account represents a progress billing consisting of an invoice for goods sold or used or services rendered pursuant to a contract under which the Account Debtor’s 's obligation to pay that invoice is subject to such Borrower’s 's completion of further performance under such contractcontract or is subject to the equitable lien of a surety bond issuer; (ec) to the extent that any defense, counterclaim, setoff or dispute is asserted as to such Account; (d) that is not a true and correct statement of bona fide indebtedness incurred in the amount of the Account for merchandise sold to or services rendered and accepted by the applicable Account Debtor; (fe) with respect to which an invoice, that is not unacceptable reasonably acceptable to Inventory and Receivables Security Agent (in its reasonable judgment) in form and substance, has not been sent to the applicable Account Debtor; (gf) that (i) that is not owned by such Borrower or (ii) to the extent it is subject to any right, claim, security interest or other interest Lien of any other Person, other than Liens in favor of Agent, Collateral Agent on behalf of itself certain secured parties granted pursuant to the Junior Current Asset Security Agreement and Lenders, Liens in favor of the Inventory and Trustee, Receivables Security Agent on behalf of the holders of Agents and Lenders granted pursuant to the Senior NotesCurrent Asset Security Agreement; (hg) that arises from a sale to any director, officer, other employee or Affiliate of any Credit PartyParty (other than arm's length sales to Wheeling-Nisshin, Inc. or to any other Joint Venture approved in writing by the Administrative Agent and the Inventory and Receivables Security Agent), or to any entity that has any common officer or director with any Credit Party; provided, however, that a sale to any Person that is an Affiliate or such an entity shall not be excluded under this paragraph (h) if such Person is an Affiliate or such an entity solely because it is controlled by BRS or a fund managed by BRS; (ih) that is the obligation of an Account Debtor that is the United States or Canadian government or a political subdivision thereof, or any state, county, province county or municipality or department, agency or instrumentality thereof unless Inventory and Receivables Security Agent, in its sole discretion, has agreed to the contrary in writing and such Borrower, if necessary or desirable, has complied with respect to such obligation with the Federal Assignment of Claims Act of 1940, any Canadian equivalent thereof, or any applicable state, county or municipal law restricting the assignment thereof, thereof with respect to such obligation; provided, so long as no Default or Event of Default shall have occurred and be continuing, Accounts described in this Section 1.6(i) and identified to the Agent pursuant to Section 5.10 shall be deemed Eligible Accounts to the extent such Accounts in the aggregate outstanding at any time do not exceed $1,500,000 and otherwise meet the eligibility criteria set forth in this Section 1.6; (ji) that is the obligation of an Account Debtor located in a foreign country other than Canada (excluding the provinces of Newfoundland, the Northwest Territories and the Territory of Nunavit), unless payment thereof is assured by a letter of credit assigned and delivered to Agent, reasonably and satisfactory to the Inventory and Receivables Security Agent as to form, amount and issuer; (kj) to the extent such Borrower or any Subsidiary thereof is liable for goods sold or services rendered by the applicable Account Debtor to such Borrower or any Subsidiary thereof but only to the extent of the potential offset; (lk) that arises with respect to goods that are delivered on a xxxx-and-hold, cash-on-delivery basis or placed on consignment, guaranteed sale or other terms by reason of which the payment by the Account Debtor is or may be conditional; (ml) that is in default; provided, that, without limiting the generality of the foregoing, an Account shall be deemed in default upon the occurrence of any of the following: (i) the Account is not paid within the earlier of: of sixty (60) days following its due date or ninety (90) days following its original invoice date; (ii) the Account Debtor obligated upon such Account suspends business, makes a general assignment for the benefit of creditors or fails to pay its debts generally as they come due; or (iii) a petition is filed by or against any Account Debtor obligated upon such Account under any bankruptcy law or any other federal, state or foreign (including any provincial) receivership, insolvency relief or other law or laws for the relief of debtors; (nm) that is the obligation of an Account Debtor if fifty percent (50%) or more of the Dollar amount of all Accounts owing by that Account Debtor are ineligible under the other criteria set forth in paragraph (m) of this Section 1.6; (on) as is not subject to which Agent’s a first priority Lien thereon, in favor of Inventory and Receivables Security Agent on behalf of itself Agents and Lenders, is not a first priority perfected Lien; (po) as to which any of the representations or warranties in the Loan Documents are untrue; (qp) to the extent such Account is evidenced by a judgment, Instrument or Chattel Paper; (rq) to the extent such Account exceeds any credit limit established by Inventory and Receivables Security Agent, in its reasonable credit judgment, following prior notice of such limit by Inventory and Receivables Security Agent to Borrower; (r) to the extent that such Account, together with all other Accounts attributable to such Account Debtor and its Affiliates as of any date of determination exceed 15% of all Eligible Accounts; or (s) that is payable in any currency other than Dollars; or (t) that is otherwise unacceptable to Agent in its reasonable credit judgment.

Eligible Accounts. All of the Accounts owned by any Borrower and reflected in Based on the most recent Borrowing Base Certificate delivered by such each Borrower to Agent and on other information available to Agent, Agent shall in its reasonable credit judgment determine which Accounts of each Borrower shall be “"Eligible Accounts” " for purposes of this Agreement. In determining whether a particular Account of any Borrower constitutes an Eligible Account, except Agent shall not include any such Account to which any of the exclusionary criteria set forth below applies. In addition, Agent reserves the right, at any time and from time to time after the Closing DateDate in its reasonable credit judgment, to adjust any of the criteria set forth belowsuch criteria, to establish new criteria and criteria, to adjust advance rates rates, to establish Reserves, and to modify Reserves with respect to Eligible Accounts, in its reasonable credit judgment exercised in good faith; provided, that (i) any increase of any advance rate above its Original Advance Rate is subject to the approval of all Supermajority Revolving Lenders and (ii) in the event any adjustment by Agent to any criterion set forth below that results in such criterion being less restrictive than as in adjustments or the establishment of such new criteria or Reserves have the effect on the Closing Date shall be subject to approval of Requisite Lendersmaking more credit available. Eligible Accounts shall not include any Account of any Borrower: (a) which that does not arise from the sale of goods or the performance of services by such Borrower in the ordinary course of its business; (bi) upon which (i) such Borrower’s 's right to receive payment is not absolute or is contingent upon the fulfillment of any condition by such Borrower whatsoever or (ii) as to which such Borrower is not able to bring suit or otherwise enforce its remedies against the Account Debtor through judicial process; process or (c) to the extent that any defense, counterclaim, setoff or dispute is asserted as to such Account; (diii) if the Account represents a progress billing consisting of an invoice for goods sold or used or services rendered pursuant to a contract under which the Account Debtor’s 's obligation to pay that invoice is subject to such Borrower’s 's completion of further performance under such contractcontract or is subject to the equitable Lien of a surety bond issuer; (ec) to the extent that any defense, counterclaim, setoff or dispute is asserted as to such Account; (d) that represents a pre-billed Account or is not otherwise a true and correct statement of bona fide indebtedness incurred in the amount of the Account for merchandise sold to or services rendered and accepted by the applicable Account Debtor; (fe) with respect to which an invoice, that is not unacceptable acceptable to Agent (in its reasonable judgment) in form and substance, has not been sent to the applicable Account Debtor; (g) (if) that is not owned by such Borrower or (ii) to the extent it is subject to any right, claim, security interest or other interest of any other Person, other than Liens in favor of Agent, on behalf of itself and Lenders, and Trustee, on behalf of the holders of Senior Notes; (hg) that arises from a sale to any director, officer, other employee or Affiliate (other than (i) Centra Gas, (ii) Avista Corporation, (iii) Houston Industries, Inc., (iv) Reliant Resources Corporation or (v) Arkla Finance Corp.) of any Credit Party, or to any entity that has any common officer or director with any Credit Party; provided, however, that a sale to any Person that is an Affiliate or such an entity shall not be excluded under this paragraph (h) if such Person is an Affiliate or such an entity solely because it is controlled by BRS or a fund managed by BRS; (ih) that is the obligation of an Account Debtor that is the United States or Canadian government or a political subdivision thereof, or any state, county, province state or municipality or department, agency or instrumentality thereof unless Agent, in its sole discretion, has agreed to the contrary in writing and such Borrower, if necessary or desirable, has complied with the Federal Assignment of Claims Act of 1940, any Canadian equivalent thereof, 1940 or any applicable state, county state statute or municipal law restricting assignment thereofordinance of similar purpose and effect, with respect to such obligation; provided, so long as no Default or Event of Default shall have occurred and be continuing, Accounts described in this Section 1.6(i) and identified to the Agent pursuant to Section 5.10 shall be deemed Eligible Accounts to the extent such Accounts in the aggregate outstanding at any time do not exceed $1,500,000 and otherwise meet the eligibility criteria set forth in this Section 1.6; (ji) that is the obligation of an Account Debtor located in a foreign country other than Canada (excluding the provinces of Newfoundland, Quebec and Newfoundland and the Northwest Territories and the Territory of Nunavit), Territories) unless payment thereof is assured by a letter of credit assigned and delivered to Agent, reasonably satisfactory to Agent as to form, amount and issuer; (kj) to the extent such Borrower or any Subsidiary thereof is liable for goods sold or services rendered by the applicable Account Debtor to such Borrower or any Subsidiary thereof but only to the extent of the potential offset; (lk) that arises with respect to goods that are delivered on a xxxx-and-hold, cash-on-delivery basis or placed on consignment, guaranteed sale or other terms by reason of which the payment by the Account Debtor is or may be conditional; (ml) that is in default; provided, that, that without limiting the generality of the foregoing, an Account shall be deemed in default upon the occurrence of any of the following: (i) the such Account is not paid within the earlier of: sixty (60) of 60 days following its due date or ninety (90) 90 days following its original invoice date; (ii) the Account Debtor obligated upon such Account suspends business, makes a general assignment for the benefit of creditors or fails to pay its debts generally as they come due; or (iii) a petition is filed by or against any Account Debtor obligated upon such Account under any bankruptcy law or any other federal, state or foreign (including any provincial) receivership, insolvency relief or other law or laws for the relief of debtors; (nm) that is the an obligation of an Account Debtor if with respect to which fifty percent (50%) or more of the Dollar amount of all Accounts owing by that such Account Debtor are ineligible under the other criteria set forth in paragraph (m) of this Section 1.6; (on) as to which Agent’s 's Lien thereon, on behalf of itself and Lenders, is not a first priority perfected Lien; (po) as to which any of the representations or warranties pertaining to Accounts in the Loan Documents are is untrue; (qp) to the extent such Account is evidenced by a judgmentjudgment Instrument or Chattel Paper; (rq) to the extent such Account exceeds any credit limit established by Agent, in its reasonable credit judgment, following prior notice of such limit by Agent to Borrower Representative; (r) to the extent that such Account, together with all other Accounts owing by such Account Debtor and its Affiliates as of any date of determination exceed 25% of all Eligible Accounts; (s) that is payable in any currency other than Dollars; or (t) that is otherwise unacceptable to Agent in its reasonable credit judgment.

Eligible Accounts. All Eligible Accounts" shall mean all Accounts of each of the Accounts owned by any Borrower and reflected in Borrowers other than the most recent Borrowing Base Certificate delivered by such Borrower to Agent shall be “Eligible Accounts” for purposes of this Agreement, except any Account to which any of the exclusionary criteria set forth below applies. In addition, Agent reserves the right, at any time and from time to time after the Closing Date, to adjust any of the criteria set forth below, to establish new criteria and to adjust advance rates with respect to Eligible Accounts, in its reasonable credit judgment exercised in good faith; provided, that following: (i) any increase except as provided in SUBSECTION 3.2(VI), Accounts which remain unpaid as of any advance rate above its Original Advance Rate is subject to ninety (90) days after the approval date of all Lenders and the original invoice with respect thereto; (ii) any adjustment all Accounts owing by Agent to any a single Account Debtor, including a currently scheduled Account, if fifty percent (50%) or more of the balance owing by such Account Debtor is ineligible by reason of the criterion set forth below that results in such criterion being less restrictive than as in effect on the Closing Date shall be subject to approval of Requisite Lenders. Eligible Accounts shall not include any Account of any Borrower: (a) which does not arise from the sale of goods or the performance of services by such Borrower in the ordinary course of its business; (b) upon which clause (i) such Borrower’s right to receive payment is contingent upon the fulfillment of any condition by such Borrower or this subsection 3.2; (iiiii) such Borrower is not able to bring suit or otherwise enforce its remedies against the Account Debtor through judicial process; (c) to the extent that any defense, counterclaim, setoff or dispute is asserted as to such Account; (d) if the Account represents a progress billing consisting of an invoice for goods sold or used or services rendered pursuant to a contract under which the Account Debtor’s obligation to pay that invoice is subject to such Borrower’s completion of further performance under such contract; (e) that is not a true and correct statement of bona fide indebtedness incurred in the amount of the Account for merchandise sold to or services rendered and accepted by the applicable Account Debtor; (f) Accounts with respect to which the Account Debtor is an invoice, that is not unacceptable to Agent (in its reasonable judgment) in form and substance, has not been sent to the applicable Account Debtor; (g) (i) that is not owned by such Borrower or (ii) to the extent it is subject to any right, claim, security interest or other interest of any other Person, other than Liens in favor of Agent, on behalf of itself and Lenders, and Trustee, on behalf of the holders of Senior Notes; (h) that arises from a sale to any director, officer, other employee or Affiliate of any Credit PartyBorrower or a director, or to any entity that has any common officer or director employee of any Borrower or its Affiliates; (iv) Accounts with any Credit Party; provided, however, that a sale respect to any Person that is an Affiliate or such an entity shall not be excluded under this paragraph (h) if such Person is an Affiliate or such an entity solely because it is controlled by BRS or a fund managed by BRS; (i) that is which the obligation of an Account Debtor that is the United States a Governmental Authority or Canadian government or a political subdivision thereof, or any state, county, province or municipality or department, agency or instrumentality prime contractor thereof unless Agent, such Borrower has complied in its sole discretion, has agreed a manner satisfactory to the contrary in writing and such Borrower, if necessary or desirable, has complied Agent with the Federal Assignment of Claims Act of 1940, any Canadian equivalent thereofas amended, or any applicable similar law or statute of the relevant state, county province, municipality or municipal law restricting other jurisdiction and any amendments thereto, relative to the assignment thereof, of such Accounts; (v) Accounts with respect to which the Account Debtor is not a resident of the United States unless the Account is payable in United States dollars and (A) the Account Debtor has supplied such obligation; providedBorrower with an irrevocable letter of credit, so long as no Default or Event of Default shall have occurred and be continuing, Accounts described in this Section 1.6(i) and identified issued by a financial institution satisfactory to the Agent pursuant Required Lenders in an amount sufficient to Section 5.10 shall be deemed Eligible Accounts cover such Account and in form and substance satisfactory to the extent Required Lenders and without right of setoff or (B) the Agent in its reasonable discretion has approved in writing such Account Debtor; (vi) Prebilled Accounts in the aggregate outstanding at any time do not exceed $1,500,000 and otherwise meet the eligibility criteria set forth in this Section 1.6; (j) that is the obligation of an Account Debtor located in a foreign country other than Canada (excluding the provinces of Newfoundland, the Northwest Territories and the Territory of Nunavit), unless payment thereof is assured by a letter of credit assigned and delivered to Agent, reasonably satisfactory to Agent as to form, amount and issuer; (k) to the extent such Borrower or any Subsidiary thereof is liable for goods sold or services rendered by the applicable Account Debtor to such Borrower or any Subsidiary thereof but only to the extent of the potential offset; (l) that arises Accounts arising with respect to goods that which have not been shipped and delivered to and accepted as satisfactory by the Account Debtor or arising with respect to services which have not been fully performed and accepted as satisfactory by the Account Debtor; (vii) Accounts for which the prospect of payment in full or performance in a timely manner by the Account Debtor is or is likely to become impaired as determined by the Agent in the reasonable exercise of its discretion; (viii) Accounts which are delivered not invoiced (and dated as of the date of such invoice) and sent to the Account Debtor within thirty (30) days after delivery of the underlying goods to or performance of the underlying services for the Account Debtor; (ix) Accounts with respect to which the Agent, on behalf of the Lenders, does not have a first and valid fully perfected Lien free and clear of any other Lien whatsoever; (x) Accounts with respect to which the Account Debtor is the subject of bankruptcy or a similar insolvency proceeding or has made an assignment for the benefit of creditors or whose assets have been conveyed to a receiver or trustee; (xi) Accounts with respect to which the Account Debtor's obligation to pay the Account is conditional upon the Account Debtor's approval or is otherwise subject to any repurchase obligation or return right, as with sales made on a xxxxguaranteed sale, sale-andor-holdreturn, cash-on-delivery basis or placed demonstration, sale on consignment, guaranteed sale approval or other terms by reason of which the payment by the Account Debtor is or may be conditional; conditional (m) that is except with respect to Accounts in default; provided, that, without limiting connection with which Account Debtors are entitled to return Inventory solely on the generality basis of the foregoing, an quality of such Inventory) or consignment basis; (xii) Accounts to the extent that the Account shall be deemed Debtor's indebtedness to the Borrowers exceeds a credit limit determined by the Agent in default upon the occurrence Agent's discretion following prior written notice of such credit limit from the Agent to the Borrower Representative; (xiii) Accounts with respect to which any disclosure is required in accordance with SUBSECTION 3.3; (xiv) contra Accounts to the extent of the following: (i) amount of the accounts payable owed by the Borrowers to the Account is not paid within the earlier of: sixty Debtor; (60xv) days following its due date or ninety (90) days following its original invoice date; (ii) Accounts with respect to which the Account Debtor obligated upon is located in any state denying creditors access to its courts in the absence of a Notice of Business Activities Report or other similar filing unless such Account suspends businessBorrower has either qualified as a foreign corporation authorized to transact business in such state or has filed a Notice of Business Activities Report or similar filing with the applicable Governmental Authority in such state for the then current year; (xvi) Accounts evidenced by Chattel Paper or any Instrument of any kind, makes a general assignment to the extent possession of such Chattel Paper or Instrument is not granted to the Agent, for the benefit of creditors or fails the Lenders; and (xvii) Accounts which the Agent determines in good faith to pay its debts generally as they come due; or (iii) be unacceptable. In the event that a petition is filed by or against any previously scheduled Eligible Account Debtor obligated upon such ceases to be an Eligible Account under any bankruptcy law or any other federal, state or foreign the above described criteria (including any provincial) receivership, insolvency relief or other law or laws for the relief of debtors; (n) that is the obligation of an Account Debtor if fifty percent (50%) or more of the Dollar amount of all Accounts owing by that Account Debtor are ineligible under the other criteria set forth in paragraph (m) of this Section 1.6; (o) as to which Agent’s Lien thereon, on behalf of itself and Lenders, is not a first priority perfected Lien; (p) as to which any of the representations or warranties in the Loan Documents are untrue; (q) to the extent such Account is evidenced by a judgment; (r) to the extent such Account exceeds any credit limit established by Agent, in its reasonable credit judgment; (s) that is payable in any currency other than Dollars; or (t) that is otherwise unacceptable to any determination made by the Agent), the Borrower Representative shall notify the Agent in its reasonable credit judgmentthereof as soon as practicable.

Eligible Accounts. All of the Accounts owned by any Borrower and reflected in the most recent Borrowing Base Certificate delivered by such Borrower to Agent shall be “"Eligible Accounts” " for purposes of this Agreement, except any Account to which any of the exclusionary criteria set forth below applies. Agent shall have the right to establish, modify or eliminate Reserves against Eligible Accounts from time to time in its reasonable credit judgment. In addition, Agent reserves the right, at any time and from time to time after the Closing Date, to adjust any of the criteria set forth below, to establish new criteria and to adjust advance rates with respect to Eligible Accounts, in its reasonable credit judgment exercised in good faith; provided, that (i) any increase of any advance rate above its Original Advance Rate is subject to the approval of all Lenders and (ii) any adjustment by Agent to any criterion set forth below that results in such criterion being less restrictive than as in effect on the Closing Date shall be subject to approval of Requisite Lendersjudgment. Eligible Accounts shall not include any Account of any BorrowerAccount: (a) which does not arise from if the sale Account Debtor is the subject of goods a petition under the Bankruptcy Code or has made an assignment for the performance benefit of services by such Borrower in the ordinary course of its businesscreditors; (b) upon which (i) such Borrower’s right to receive payment is contingent upon the fulfillment of any condition by such Borrower or (ii) such Borrower is not able to bring suit or otherwise enforce its remedies against if the Account Debtor through judicial processhas been previously discharged under the Bankruptcy Code; (c) if the Account Debtor is deceased; (d) if the Account has been satisfied; (e) if the Account Debtor has been released from liability with respect to the extent Account; (f) if the Account is evidenced by a judgment; (g) if any suit or claim by or on behalf of the Account Debtor is pending or threatened regarding such Account; (h) if the Face Amount of such Account is less than $300 or more than $8,000; (i) that is not a legal, valid and binding obligation of the Account Debtor, subject only to statute of limitations' defenses; (j) if any defense, counterclaim, setoff or dispute is has been asserted in writing as to such Account; (d) if the Account represents a progress billing consisting of an invoice for goods sold or used or services rendered pursuant to a contract under which the Account Debtor’s obligation to pay that invoice is subject to such Borrower’s completion of further performance under such contract; (ek) that is not a true and correct statement of bona fide indebtedness incurred in the amount of the Account for merchandise sold to or services rendered and accepted by to or money borrowed by, the applicable Account Debtor; (f) with respect to which an invoice, that is not unacceptable to Agent (in its reasonable judgment) in form and substance, has not been sent to the applicable Account Debtor; (gl) (i) that good and marketable title to which is not owned by such Borrower or (ii) to the extent it that is subject to any right, claim, security interest or other interest of any other PersonPerson (including obligations to collection agencies or attorneys), other than Liens in favor of Agent, on behalf of itself and Lenders, and Trustee, on behalf of the holders of Senior Notes; (h) that arises from a sale to any director, officer, other employee or Affiliate of any Credit Party, or to any entity that has any common officer or director with any Credit Party; provided, however, that a sale to any Person that is an Affiliate or such an entity shall not be excluded under this paragraph (h) if such Person is an Affiliate or such an entity solely because it is controlled by BRS or a fund managed by BRS; (i) that is the obligation of an Account Debtor that is the United States or Canadian government or a political subdivision thereof, or any state, county, province or municipality or department, agency or instrumentality thereof unless Agent, in its sole discretion, has agreed to the contrary in writing and such Borrower, if necessary or desirable, has complied with the Federal Assignment of Claims Act of 1940, any Canadian equivalent thereof, or any applicable state, county or municipal law restricting assignment thereof, with respect to such obligation; provided, so long as no Default or Event of Default shall have occurred and be continuing, Accounts described in this Section 1.6(i) and identified to the Agent pursuant to Section 5.10 shall be deemed Eligible Accounts to the extent such Accounts in the aggregate outstanding at any time do not exceed $1,500,000 and otherwise meet the eligibility criteria set forth in this Section 1.6; (j) that is the obligation of an Account Debtor located in a foreign country other than Canada (excluding the provinces of Newfoundland, the Northwest Territories and the Territory of Nunavit), unless payment thereof is assured by a letter of credit assigned and delivered to Agent, reasonably satisfactory to Agent as to form, amount and issuer; (k) to the extent such Borrower or any Subsidiary thereof is liable for goods sold or services rendered by the applicable Account Debtor to such Borrower or any Subsidiary thereof but only to the extent of the potential offset; (l) that arises with respect to goods that are delivered on a xxxx-and-hold, cash-on-delivery basis or placed on consignment, guaranteed sale or other terms by reason of which the payment by the Account Debtor is or may be conditional; (m) that is in default; provided, that, without limiting the generality of the foregoing, an Account shall be deemed in default upon the occurrence of any of the following: (i) the Account is not paid within the earlier of: sixty (60) days following its due date or ninety (90) days following its original invoice date; (ii) the Account Debtor obligated upon such Account suspends business, makes a general assignment for the benefit of creditors or fails to pay its debts generally as they come dueConverted Account; or (iiin) a petition is filed by or against any Account Debtor obligated upon such Account under any bankruptcy law or any other federal, state or foreign (including any provincial) receivership, insolvency relief or other law or laws except for the relief of debtors; (n) initial portfolio purchased by Borrower on the Closing Date, that is the obligation of an Account Debtor if fifty percent (50%) was owned by Servicer for 120 days or more of the Dollar amount prior to being purchased by Borrower, unless Agent shall otherwise agree. Not more than 50% of all Eligible Accounts owing by that Account Debtor are ineligible under the other criteria set forth in paragraph (m) shall consist of this Section 1.6; (o) as to which Agent’s Lien thereon, on behalf of itself and Lenders, is Chattel Paper or Instruments not a first priority perfected Lien; (p) as to which any of the representations or warranties in the Loan Documents are untrue; (q) possession of Borrower. Eligible Accounts shall be included in the Borrowing Base only up to the extent such Account is evidenced by a judgment; (r) to the extent such Account exceeds any credit limit established by Agent, in its reasonable credit judgment; (s) that is payable in any currency other than Dollars; or (t) that is otherwise unacceptable to Agent in its reasonable credit judgmenttheir respective Face Amounts.

Eligible Accounts. All of the Accounts owned by any each Borrower and reflected in the most recent Borrowing Base Certificate delivered by such Borrower the Borrowers to Agent shall be “Eligible Accounts” for purposes of this Agreement, except any Account to which any of the exclusionary criteria set forth below applies. Agent shall have the right to establish, modify or eliminate Reserves against Eligible Accounts from time to time in its reasonable credit judgment. In addition, Agent reserves the right, at any time and from time to time after the Closing Date, to adjust any of the criteria set forth below, below and to establish new criteria criteria, and to adjust advance rates with respect to Eligible Accounts, in its reasonable credit judgment exercised judgment, reflecting changes in good faith; provided, that (i) any increase the collectibility or realization values of any advance rate above its Original Advance Rate is such Accounts arising or discovered by Agent after the Closing Date subject to the approval of all Revolving Lenders and (ii) any adjustment by Agent to any criterion set forth below that results the Requisite Tranche B Lenders in such criterion being less restrictive the case of adjustments, new criteria or changes in advance rates which have the effect of making more credit available than as in effect available on the Closing Date Date; provided that, unless a Default or an Event of Default shall have occurred and be continuing, no adjustments, new criteria or changes in advance rates which have the effect of making less credit available shall be subject to approval of Requisite Lendersmade absent a Material Adverse Effect. Eligible Accounts shall not include any Account of any Borrower: (a) which that does not arise from the sale of goods or the performance of services by such Borrower in the ordinary course of its business; (b) upon which (i) upon which such Borrower’s right to receive payment is not absolute or is contingent upon the fulfillment of any condition by such Borrower whatsoever or (ii) as to which such Borrower is not able to bring suit or otherwise enforce its remedies against the Account Debtor through judicial process; process or (c) to the extent that any defense, counterclaim, setoff or dispute is asserted as to such Account; (diii) if the Account represents a progress billing consisting of an invoice for goods sold or used or services rendered pursuant to a contract under which the Account Debtor’s obligation to pay that invoice is subject to such Borrower’s completion of further performance under such contractcontract or is subject to the equitable lien of a surety bond issuer; (ec) to the extent that any defense, counterclaim, chargebacks, setoff or dispute is asserted as to such Account; (d) that is not a true and correct statement of bona fide indebtedness incurred in the amount of the Account for merchandise sold to or services rendered and accepted by the applicable Account Debtor; (fe) with respect to which an invoice, that is not unacceptable reasonably acceptable to Agent (in its reasonable judgment) in form and substance, has not been sent to the applicable Account Debtor; (gf) that (i) that is not owned by such Borrower or (ii) to the extent it is subject to any right, claim, security interest or other interest Lien of any other Person, other than Liens in favor of Agent, on behalf of itself and Lenders, and Trustee, on behalf of the holders of Senior Notes; (hg) that arises from a sale to any director, officer, other employee or Affiliate of any Credit Party, or to any entity that has any common officer or director with any Credit Party; provided, however, that a sale to any Person that is an Affiliate or such an entity shall not be excluded under this paragraph (h) if such Person is an Affiliate or such an entity solely because it is controlled by BRS or a fund managed by BRS; (ih) that is the obligation of an Account Debtor that is the United States or Canadian government or a political subdivision thereof, or any state, county, province county or municipality or department, agency or instrumentality thereof unless Agent, in its sole discretion, has agreed to the contrary in writing and such Borrower, if necessary or desirable, has complied with respect to such obligation with the Federal Assignment of Claims Act of 1940, any Canadian equivalent thereof, or any applicable state, county or municipal law restricting assignment thereof, with respect to such obligation; provided, so long as no Default or Event of Default shall have occurred and be continuing, Accounts described in this Section 1.6(i) and identified to the Agent pursuant to Section 5.10 shall be deemed Eligible Accounts to the extent such Accounts in the aggregate outstanding at any time do not exceed $1,500,000 and otherwise meet the eligibility criteria set forth in this Section 1.6; (ji) that is the obligation of an Account Debtor located in a foreign country outside the United States of America, other than Puerto Rico or Canada (excluding the provinces of Newfoundland, the Northwest Territories and the Territory of Nunavit), unless payment thereof is assured by a letter of credit assigned and delivered to Agent, reasonably satisfactory to Agent as to form, amount and issuer; (kj) Accounts subject to contra-accounts or to the extent such Borrower or any Subsidiary thereof is liable for goods sold or services rendered by the applicable Account Debtor to such Borrower or any Subsidiary thereof but only to the extent of the potential offset; (lk) that arises with respect to goods that are delivered on a xxxx-and-hold, cash-on-delivery basis or placed on consignment, guaranteed sale or other terms by reason of which the payment by the Account Debtor is or may be conditional; (ml) that is in default; provided, that, without limiting the generality of the foregoing, an Account shall be deemed in default upon the occurrence of any of the following: (i) the Account is not paid within the earlier of: sixty (60) days following its due date or ninety (90) days following its original invoice date; (ii) the Account Debtor obligated upon such Account suspends business, makes a general assignment for the benefit of creditors or fails to pay its debts generally as they come due; or (iii) a petition is filed by or against any Account Debtor obligated upon such Account under any bankruptcy law or any other federal, state or foreign (including any provincial) receivership, insolvency relief or other law or laws for the relief of debtors; (nm) that is the obligation of an Account Debtor if fifty percent (50%) or more of the Dollar amount of all Accounts owing by that Account Debtor are ineligible under the other criteria set forth in paragraph (m) of this Section 1.6; (on) as to which Agent’s Lien thereon, on behalf of itself and Lenders, is not a first priority perfected Lien; (po) as to which breaches any of the representations or warranties in the Loan Documents are untruepertaining to Accounts; (qp) to the extent such Account is evidenced by a judgment, Instrument or Chattel Paper; (q) to the extent that such Account, together with all other Accounts owing by such Account Debtor and its Affiliates as of any date of determination exceed ten percent (10%) of all Eligible Accounts; (r) to the extent such that is an obligation of an Account exceeds any Debtor that is a credit limit established by Agent, in its reasonable credit judgment;card issuer; or (s) that is payable in any currency other than Dollars; or (t) that is otherwise unacceptable to Agent in its reasonable credit judgment.

Eligible Accounts. All of the Accounts owned by any Borrower and reflected in Based on the most recent Borrowing Base Certificate delivered by such Borrower Representative to Administrative Agent and on other information available to Administrative Agent, Administrative Agent shall in its reasonable credit judgment determine which Accounts of Borrowers shall be “Eligible Accounts” "ELIGIBLE ACCOUNTS" for purposes of this Agreement. In determining whether a particular Account constitutes an Eligible Account, except Administrative Agent shall not include any such Account to which any of the exclusionary criteria set forth below applies. In addition, Administrative Agent reserves the right, at any time and from time to time after the Closing Date, to adjust any of the criteria set forth belowsuch criteria, to establish new criteria and to adjust advance rates with respect to Eligible Accounts, in its reasonable credit judgment exercised in good faith; providedjudgment, that (i) any increase of any advance rate above its Original Advance Rate is subject to the approval of all Requisite Revolving Lenders and (ii) any adjustment by Agent to any criterion set forth below that results in such criterion being less restrictive than as the case of adjustments or new criteria or changes in advance rates which have the effect on the Closing Date shall be subject to approval of Requisite Lendersmaking more credit available. Eligible Accounts shall not include any Account of any Borrower: (a) which does not arise from the sale of goods goods, leasing of assets or property or the performance of services by such Borrower borrower in the ordinary course of its business; (b) upon which (i) such Borrower’s 's right to receive payment is not absolute, is not then due and payable, or is contingent upon the fulfillment of any condition by such Borrower whatsoever or (ii) such Borrower is not able to bring suit or otherwise enforce its remedies against the Account Debtor through judicial process; (c) to the extent that any defense, counterclaim, setoff or dispute is asserted as to such Account; (d) Account or if the Account represents a progress billing consisting of an invoice for goods sold or used or services rendered pursuant to a contract under which the Account Debtor’s 's obligation to pay that invoice is subject to such Borrower’s 's completion of further performance under such contract; (ed) that is not a true and correct statement of bona fide indebtedness incurred in the amount of the Account for merchandise sold or assets or property leased to or services rendered and accepted by the applicable Account Debtor; (fe) with respect to which an invoice, that is not unacceptable to Agent (in its reasonable judgment) in form and substance, invoice or other notice of amounts owing has not been sent to the applicable Account Debtor; (gf) that (i) that is not owned by such Borrower or (ii) to the extent it is subject to any right, claim, security interest or other interest of any other Person, other than Liens in favor of Administrative Agent, on behalf of itself and Lenders, and Trustee, on behalf of the holders of Senior Notes; (hg) that arises from a sale to any director, officer, other employee or Affiliate of any Credit Party, or Party other than to any entity that has any common officer or director with any Credit Party; provided, however, that a sale to any Person that is portfolio companies of First Reserve Corporation on an Affiliate or such an entity shall not be excluded under this paragraph (h) if such Person is an Affiliate or such an entity solely because it is controlled by BRS or a fund managed by BRSarm's length basis; (ih) that is the obligation of an Account Debtor that is the United States or Canadian government or a political subdivision thereof, or any state, county, province state or municipality or department, agency or instrumentality thereof unless Administrative Agent, in its sole discretion, has agreed to the contrary in writing and such Borrower, if necessary or desirable, has complied with the Federal Assignment of Claims Act of 1940, and any Canadian equivalent thereofamendments thereto, or any applicable state, county state statute or municipal law restricting assignment thereofordinance of similar purpose and effect, with respect to such obligation; provided, so long as no Default or Event of Default shall have occurred and be continuing, Accounts described in this Section 1.6(i) and identified to the Agent pursuant to Section 5.10 shall be deemed Eligible Accounts to the extent such Accounts in the aggregate outstanding at any time do not exceed $1,500,000 and otherwise meet the eligibility criteria set forth in this Section 1.6; (ji) that is the obligation of an Account Debtor located in a foreign country other than Canada (excluding the provinces of Quebec, Newfoundland, the Northwest Territories Nova Scotia and the Territory of Nunavit), Xxxxxx Xxxxxx Island) unless payment thereof is assured by a letter of credit assigned and delivered to Agentcredit, reasonably satisfactory to Administrative Agent as to form, amount and issuer; (kj) to the extent such Borrower or any Subsidiary thereof is liable for goods sold or services rendered by the applicable Account Debtor to such Borrower or any Subsidiary thereof but only to the extent of the potential offset; (lk) that arises with respect to goods that which are delivered on a xxxx-and-hold, cash-on-delivery basis or placed on consignment, guaranteed sale or other terms by reason of which the payment by the Account Debtor is or may be conditional; (ml) that is in default; providedPROVIDED, thatTHAT, without limiting the generality of the foregoing, an Account shall be deemed in default upon the occurrence of any of the following: (i) the Account it is not paid within the earlier of: sixty (60) days following its due date or ninety (90) days following its original invoice date; (ii) the if any Account Debtor obligated upon such Account suspends business, makes a general assignment for the benefit of creditors or fails to pay its debts generally as they come due; or (iii) a if any petition is filed by or against any Account Debtor obligated upon such Account under any bankruptcy law or any other federal, state or foreign (including any provincial) receivership, insolvency relief or other law or laws for the relief of debtors; (nm) that which is the obligation of an Account Debtor if fifty percent (50%) or more of the Dollar dollar amount of all Accounts owing by that Account Debtor are ineligible under the other criteria set forth in paragraph (m) of this Section SECTION 1.6; (on) as to which Administrative Agent’s Lien thereon's interest, on behalf of itself and Lenders, therein is not a first priority perfected Liensecurity interest; (po) as to which any of the representations or warranties pertaining to Accounts set forth in this Agreement or the Loan Documents are Security Agreement is untrue; (qp) to the extent such Account account is evidenced by a judgment, Instrument or Chattel Paper; (rq) to the extent such Account exceeds any credit limit established by Administrative Agent, in its reasonable credit judgmentdiscretion; (sr) that which is payable in any currency other than Dollars; or (ts) that which is otherwise unacceptable to Administrative Agent in its reasonable credit judgment.

Eligible Accounts. All of the Accounts owned by Borrower or any Borrower Secured Guarantor and reflected in the most recent Borrowing Base Certificate delivered by such Borrower to Agent shall be “Eligible Accounts” for purposes of this Agreement, except any Account to which any of the exclusionary criteria set forth below applies. Agent shall have the right to establish or modify or eliminate Reserves against Eligible Accounts from time to time in its reasonable credit judgment to reflect issues with respect to the collectability of Accounts arising or discovered by Agent after the Original Closing Date. In addition, Agent reserves the right, at any time and from time to time after the Original Closing Date, to adjust any of the criteria set forth below, below or to establish new criteria and to adjust advance rates with respect to Eligible Accounts, in its reasonable credit judgment exercised to reflect changes in good faith; providedthe Borrower’s or the applicable Secured Guarantor’s business operations or the collectability of Accounts, that (i) any increase of any advance rate above its Original Advance Rate is subject to the approval of all Requisite Revolving Lenders and (ii) any adjustment by Agent to any criterion set forth below that results in such criterion being less restrictive than as in the case of adjustments or new criteria which have the effect on the Closing Date shall be subject to approval of Requisite Lendersmaking more credit available. Eligible Accounts shall not include any Account of any BorrowerBorrower or a Secured Guarantor: (a) which that does not arise from the sale of goods or the performance of services by such Borrower or a Secured Guarantor in the ordinary course of its business; (bi) upon which (i) such Borrower’s or the applicable Secured Guarantor’s right to receive payment is not absolute or is contingent upon the fulfillment of any condition by such Borrower whatsoever or (ii) such as to which Borrower or the applicable Secured Guarantor is not able to bring suit or otherwise enforce its remedies against the Account Debtor through judicial process; , or (c) to the extent that any defense, counterclaim, setoff or dispute is asserted as to such Account; (diii) if the Account represents a progress billing consisting of an invoice for goods sold or used or services rendered pursuant to a contract under which the Account Debtor’s obligation to pay that invoice is subject to such Borrower’s or the applicable Secured Guarantors’ completion of further performance under such contractcontract or is subject to the equitable lien of a surety bond issuer; (ec) to the extent that any defense, counterclaim, setoff or dispute is asserted as to such Account; (d) that is not a true and correct statement of bona fide indebtedness incurred in the amount of the Account for merchandise sold to or services rendered and accepted by the applicable Account Debtor; (fe) with respect to which an invoice, that is not unacceptable to Agent (in its reasonable judgment) in form and substance, invoice has not been sent to the applicable Account Debtor; (gf) that (i) that is not owned by such Borrower or a Secured Guarantor or (ii) to the extent it is subject to any right, claim, security interest or other interest of any other Person, other than Liens described in clauses (a), (e) and (t) of the definition of Permitted Encumbrances and Liens in favor of Agent, on behalf of itself and LendersLenders but only to the extent of such right, and Trusteeclaim, on behalf of the holders of Senior Notessecurity interest or other interest; (hg) that arises from a sale to any director, officer, other employee or Affiliate of any Credit Party, or to any entity that has any common officer or director with any Credit Party; provided, however, that a sale to any Person that is an Affiliate or such an entity shall not be excluded under this paragraph ; (h) if such Person is that constitutes an Affiliate Eligible Government Account or such an entity solely because it is controlled by BRS or a fund managed by BRS; (i) that is the obligation of an Account Debtor that is the United States or Canadian government or a political subdivision thereof, or any state, county, province county or municipality or department, agency or instrumentality thereof thereof, unless Agent, in its sole discretion, has agreed to Borrower or the contrary in writing and such Borrower, if necessary or desirable, applicable Secured Guarantor has complied with respect to such obligation with the Federal Assignment of Claims Act of 1940, any Canadian equivalent thereof, or any applicable state, county or municipal law restricting assignment thereof, with respect to such obligation; provided, so long as no Default or Event of Default shall have occurred and be continuing, Accounts described in this Section 1.6(i) and identified to the Agent pursuant to Section 5.10 shall be deemed Eligible Accounts to the extent such Accounts in the aggregate outstanding at any time do not exceed $1,500,000 and otherwise meet the eligibility criteria set forth in this Section 1.6; (ji) that is the obligation of an Account Debtor located in a foreign country other than Canada (excluding the provinces province of Newfoundland, the Northwest Territories and the Territory of NunavitNunavut), unless payment thereof is assured by a letter of credit or credit insurance assigned and delivered to Agent, reasonably satisfactory to Agent as to form, amount and issuer; (kj) to the extent such Borrower or any Secured Guarantor or any Subsidiary thereof is liable for goods sold or services rendered by the applicable Account Debtor to such Borrower or any Secured Guarantor or any Subsidiary thereof but only to the extent of the potential offset; (lk) that arises with respect to goods that are delivered on a xxxx-and-hold, cash-on-delivery basis or placed on consignment, guaranteed sale or other terms by reason of which the payment by the Account Debtor is or may be conditional; (ml) that is in default; provided, that, without limiting the generality of the foregoing, an Account shall be deemed in default upon the occurrence of any of the following: (i) the Account is not paid within the earlier of: sixty (60) days following its due date or ninety one hundred twenty (90120) days following its original invoice datedate unless payment thereof is secured by a letter of credit satisfactory to Agent as to form, substance and issuer; (ii) the Account Debtor obligated upon such Account suspends business, makes a general assignment for the benefit of creditors or fails to pay its debts generally as they come due; or (iii) a petition is filed by or against any Account Debtor obligated upon such Account under any bankruptcy law or any other federal, state or foreign (including any provincial) receivership, insolvency relief or other law or laws for the relief of debtors; (nm) that is the obligation of an Account Debtor if fifty percent (50%) % or more of the Dollar amount of all Accounts owing by that Account Debtor are ineligible under the other criteria set forth in paragraph clause (ml) of this Section 1.6above; (on) as to which Agent’s Lien thereon, on behalf of itself and Lenders, is not a first priority perfected Lien; (po) as to which any of the representations or warranties in the Loan Documents are untrueuntrue in any material respect; (qp) to the extent such Account is evidenced by a judgment, Instrument or Chattel Paper; (rq) to the extent that such Account, together with all other Accounts owing by such Account exceeds Debtor and its Affiliates (excluding the United States government as Account Debtor) as of any credit limit established by Agent, in its reasonable credit judgment;date of determination exceed 15% of all Eligible Accounts; or (sr) that is payable in any currency other than Dollars; or , Canadian Dollars, Pounds Sterling or Euros. It is understood and agreed that any Account excluded from eligibility under clause (tl) that is otherwise unacceptable to Agent above shall be excluded in its reasonable credit judgmententirety, meaning that any past due credits with respect thereto shall also be excluded thereunder.

Eligible Accounts. All of the Accounts owned by any each Borrower (with Accounts owned by SMP Canada being deemed, for purposes of this Section, to be Accounts owned by SMP) and reflected in the most recent Borrowing Base Certificate delivered by such each Borrower to Agent shall be “"Eligible Accounts” " for purposes of this Agreement, except (i) to the extent Accounts which are permitted to be paid after 90 days following their original invoice date but within 210 days following their original invoice date exceed $115,000,000 in the aggregate at any time or from time to time such Accounts shall not constitute Eligible Accounts to the extent of such excess, or (ii) any Account to which any of the exclusionary criteria set forth below applies. Agent shall have the right to establish, modify or eliminate Reserves against Eligible Accounts from time to time in its reasonable credit judgment. In addition, Agent reserves the right, at any time and from time to time after the Closing Date, to adjust any of the criteria set forth below, to establish new criteria and to adjust advance rates with respect to Eligible Accounts, in its reasonable credit judgment exercised in good faith; providedjudgment, that (i) any increase of any advance rate above its Original Advance Rate is subject to the approval of all Supermajority Revolving Lenders in the case of adjustments or new criteria or changes in advance rates (subject to Section 11.2(c)(vii)) or the elimination of Reserves (except no such approval shall be required with respect to (a) the reduction or elimination of Reserves which may be established and (ii) any adjustment maintained from time to time by Agent with respect to any criterion set forth below that results Rate Protection Obligations under Rate Protection Agreements or (b) the Asbestos Reserve (so long as such Reserves are calculated in such criterion being less restrictive than the same manner as in effect was utilized on the Closing Date shall be subject to approval Date)) which have the effect of Requisite Lendersmaking more credit available. Eligible Accounts shall not include any Account of any Borrower: (a) which that does not arise from the sale of goods or the performance of services by such Borrower in the ordinary course of its business; (bi) upon which (i) such Borrower’s 's right to receive payment is not absolute or is contingent upon the fulfillment of any condition by such Borrower whatsoever or (ii) as to which such Borrower is not able to bring suit or otherwise enforce its remedies against the Account Debtor through judicial process; process or (c) to the extent that any defense, counterclaim, setoff or dispute is asserted as to such Account; (diii) if the Account represents a progress billing consisting of an invoice for goods sold or used or services rendered pursuant to a contract under which the Account Debtor’s 's obligation to pay that invoice is subject to such Borrower’s 's completion of further performance under such contractcontract or is subject to the equitable lien of a surety bond issuer; (ec) to the extent that any defense, counterclaim, setoff or dispute is asserted as to such Account or to the extent that any credits which have been issued have not been applied to an Account Debtor's statement or account, but only to the extent of such defense, counterclaim, setoff, dispute, or credit; (d) that is not a true and correct statement of bona fide indebtedness incurred in the amount of the Account for merchandise sold to or services rendered and accepted by the applicable Account Debtor, including pre-billed items; (fe) with respect to which an invoice, that is not unacceptable reasonably acceptable to Agent (in its reasonable judgment) in form and substance, has not been sent to the applicable Account Debtor; (gf) that (i) that is not owned by such Borrower or (ii) to the extent it is subject to any right, claim, security interest or other interest Lien of any other Person, other than Liens in favor of Agent, on behalf of itself and Lenders, and Trustee, on behalf of the holders of Senior Notes; (hg) that arises from a sale to any director, officer, other employee or Affiliate of any Credit Party, or to any entity that has any common officer or director with any Credit Party; provided, however, that a sale to any Person that is an Affiliate or such an entity shall not be excluded under this paragraph (h) if such Person is an Affiliate or such an entity solely because it is controlled by BRS or a fund managed by BRS; (ih) that is the obligation of an Account Debtor that is the United States or Canadian government or a political subdivision thereof, or any state, county, province county or municipality or department, agency or instrumentality thereof unless Agent, in its sole discretion, has agreed to the contrary in writing and such Borrower, if necessary or desirable, has complied with respect to such obligation with the Federal Assignment of Claims Act of 1940, any Canadian equivalent thereof, or any applicable state, county or municipal law restricting assignment thereof, with respect to such obligation; provided, so long as no Default or Event of Default shall have occurred and be continuing, Accounts described in this Section 1.6(i) and identified to the Agent pursuant to Section 5.10 shall be deemed Eligible Accounts to the extent such Accounts in the aggregate outstanding at any time do not exceed $1,500,000 and otherwise meet the eligibility criteria set forth in this Section 1.6;. (ji) that is the obligation of an Account Debtor located in a foreign country other than Canada (excluding the provinces of Newfoundland, the Northwest Territories and the Territory of Nunavit), unless payment thereof is assured by a letter of credit assigned and delivered to Agent, reasonably satisfactory to Agent as to form, amount and issuer;. (kj) to the extent such Borrower or any Subsidiary thereof is liable for goods sold or services rendered by the applicable Account Debtor to such Borrower or any Subsidiary thereof but only to the extent of the potential offset; (lk) that arises with respect to goods that are delivered on a xxxx-and-hold, cash-on-delivery basis or placed on consignment, guaranteed sale or other terms by reason of which the payment by the Account Debtor is or may be conditional; (ml) that is in default; provided, that, without limiting the generality of the foregoing, an Account shall be deemed in default upon the occurrence of any of the following: (i) the Account is not paid within the earlier of: sixty (60) days following its due date or ninety two hundred ten (90210) days following its original invoice date, provided, that, so long as such scheduled payments are being made on a timely basis, Car Quest Long Term Accounts shall not be considered ineligible under this criterion except to the extent of any amount thereof in excess of the next seven (7) monthly installments which are scheduled to be paid; (ii) the Account Debtor obligated upon such Account suspends business, makes a general assignment for the benefit of creditors or fails to pay its debts generally as they come due; or (iii) a petition is filed by or against any Account Debtor obligated upon such Account under any bankruptcy law or any other federal, state or foreign (including any provincial) receivership, insolvency relief or other law or laws for the relief of debtors; (nm) that is the obligation of an Account Debtor if fifty percent (50%) or more of the Dollar amount of all Accounts owing by that Account Debtor are ineligible under the other criteria set forth in paragraph (m) of this Section 1.61.6 other than with respect to Car Quest Long Term Accounts; (on) as to which Agent’s 's Lien thereon, on behalf of itself and Lenders, is not a first priority perfected Lien; (po) as to which any of the representations or warranties in the Loan Documents are untrue; (qp) to the extent such Account is evidenced by a judgment, Instrument or Chattel Paper; (rq) to the extent such Account exceeds any credit limit established by Agent, in its reasonable credit judgment; (r) to the extent that such Account, together with all other Accounts owing by such Account Debtor and its Affiliates as of any date of determination exceed twenty-five (25%) of all Eligible Accounts; (s) that is payable in any currency other than Dollars; or (t) that is otherwise unacceptable to Agent in its reasonable credit judgment. For purposes of this Section 1.6, the SunTrust Drafts received by SMP from AutoZone in connection with the AutoZone/SunTrust Program shall be treated as if they constituted "Accounts" so long as Agent or its designee has possession of such SunTrust Drafts.

Eligible Accounts. All of the Accounts owned by any each Borrower and reflected in the most recent Borrowing Base Certificate delivered by such each Borrower to Agent shall be “Eligible Accounts” "ELIGIBLE ACCOUNTS" for purposes of this Agreement, except (i) to the extent Accounts which are permitted to be paid after 90 days following their original invoice date but within 210 days following their original invoice date exceed $115,000,000 in the aggregate at any time or from time to time such Accounts shall not constitute Eligible Accounts to the extent of such excess, or (ii) any Account to which any of the exclusionary criteria set forth below applies. Agent shall have the right to establish, modify or eliminate Reserves against Eligible Accounts from time to time in its reasonable credit judgment. In addition, Agent reserves the right, at any time and from time to time after the Closing Date, to adjust any of the criteria set forth below, to establish new criteria and to adjust advance rates with respect to Eligible Accounts, in its reasonable credit judgment exercised in good faith; providedjudgment, that (i) any increase of any advance rate above its Original Advance Rate is subject to the approval of all Supermajority Lenders in the case of adjustments or new criteria or changes in advance rates (subject to Section 11.2(c)(vii)) or the elimination of Reserves (except no such approval shall be required with respect to the reduction or elimination of Reserves which may be established and (ii) any adjustment maintained from time to time by Agent with respect to any criterion set forth below that results in such criterion being less restrictive than as in Rate Protection Obligations under Rate Protection Agreements) which have the effect on the Closing Date shall be subject to approval of Requisite Lendersmaking more credit available. Eligible Accounts shall not include any Account of any Borrower: (a) which that does not arise from the sale of goods or the performance of services by such Borrower in the ordinary course of its business; (bi) upon which (i) such Borrower’s 's right to receive payment is not absolute or is contingent upon the fulfillment of any condition by such Borrower whatsoever or (ii) as to which such Borrower is not able to bring suit or otherwise enforce its remedies against the Account Debtor through judicial process; process or (c) to the extent that any defense, counterclaim, setoff or dispute is asserted as to such Account; (diii) if the Account represents a progress billing consisting of an invoice for goods sold or used or services rendered pursuant to a contract under which the Account Debtor’s 's obligation to pay that invoice is subject to such Borrower’s 's completion of further performance under such contractcontract or is subject to the equitable lien of a surety bond issuer; (ec) to the extent that any defense, counterclaim, setoff or dispute is asserted as to such Account or to the extent that any credits which have been issued have not been applied to an Account Debtor's statement or account, but only to the extent of such defense, counterclaim, setoff, dispute, or credit; (d) that is not a true and correct statement of bona fide indebtedness incurred in the amount of the Account for merchandise sold to or services rendered and accepted by the applicable Account Debtor, including pre-billed items; (fe) with respect to which an invoice, that is not unacceptable reasonably acceptable to Agent (in its reasonable judgment) in form and substance, has not been sent to the applicable Account Debtor; (gf) that (i) that is not owned by such Borrower or (ii) to the extent it is subject to any right, claim, security interest or other interest Lien of any other Person, other than Liens in favor of Agent, on behalf of itself and Lenders, and Trustee, on behalf of the holders of Senior Notes; (hg) that arises from a sale to any director, officer, other employee or Affiliate of any Credit Party, or to any entity that has any common officer or director with any Credit Party; provided, however, that a sale to any Person that is an Affiliate or such an entity shall not be excluded under this paragraph (h) if such Person is an Affiliate or such an entity solely because it is controlled by BRS or a fund managed by BRS; (ih) that is the obligation of an Account Debtor that is the United States or Canadian government or a political subdivision thereof, or any state, county, province county or municipality or department, agency or instrumentality thereof unless Agent, in its sole discretion, has agreed to the contrary in writing and such Borrower, if necessary or desirable, has complied with respect to such obligation with the Federal Assignment of Claims Act of 1940, any Canadian equivalent thereof, or any applicable state, county or municipal law restricting assignment thereof, with respect to such obligation; provided, so long as no Default or Event of Default shall have occurred and be continuing, Accounts described in this Section 1.6(i) and identified to the Agent pursuant to Section 5.10 shall be deemed Eligible Accounts to the extent such Accounts in the aggregate outstanding at any time do not exceed $1,500,000 and otherwise meet the eligibility criteria set forth in this Section 1.6;. (ji) that is the obligation of an Account Debtor located in a foreign country other than Canada (excluding the provinces of Newfoundland, the Northwest Territories and the Territory of Nunavit), unless payment thereof is assured by a letter of credit assigned and delivered to Agent, reasonably satisfactory to Agent as to form, amount and issuer;. (kj) to the extent such Borrower or any Subsidiary thereof is liable for goods sold or services rendered by the applicable Account Debtor to such Borrower or any Subsidiary thereof but only to the extent of the potential offset; (lk) that arises with respect to goods that are delivered on a xxxx-and-xxxx and hold, cash-on-cash on delivery basis or placed on consignment, guaranteed sale or other terms by reason of which the payment by the Account Debtor is or may be conditional; (ml) that is in default; provided, that, without limiting the generality of the foregoing, an Account shall be deemed in default upon the occurrence of any of the following: (i) the Account is not paid within the earlier of: sixty (60) days following its due date or ninety two hundred ten (90210) days following its original invoice date; (ii) the Account Debtor obligated upon such Account suspends business, makes a general assignment for the benefit of creditors or fails to pay its debts generally as they come due; or (iii) a petition is filed by or against any Account Debtor obligated upon such Account under any bankruptcy law or any other federal, state or foreign (including any provincial) receivership, insolvency relief or other law or laws for the relief of debtors; (nm) that is the obligation of an Account Debtor if fifty percent (50%) or more of the Dollar amount of all Accounts owing by that Account Debtor are ineligible under the other criteria set forth in paragraph (m) of this Section 1.61.6 other than with respect to Car Quest Long Term Accounts; (on) as to which Agent’s 's Lien thereon, on behalf of itself and Lenders, is not a first priority perfected Lien; (po) as to which any of the representations or warranties in the Loan Documents are untrue; (qp) to the extent such Account is evidenced by a judgment, Instrument or Chattel Paper; (rq) to the extent such Account exceeds any credit limit established by Agent, in its reasonable credit judgment; (r) to the extent that such Account, together with all other Accounts owing by such Account Debtor and its Affiliates as of any date of determination exceed twenty-five (25%) of all Eligible Accounts; provided, however, that with respect to the financial institutions which are a party to a Customer Program and identified on Schedule 1.6, no such threshold amount shall apply; (s) that is payable in any currency other than Dollars; or (t) that is otherwise unacceptable to Agent in its reasonable credit judgment. For purposes of this SECTION 1.6, Customer Drafts received by SMP from any Customer Program (in each case for so long as such drafts remain the property of SMP and have not been sold to any third party), shall be treated as if they constituted "Accounts" so long as Agent or its designee has possession of such Customer Drafts.

Eligible Accounts. All of the Accounts owned by any Borrower and reflected in the most recent Borrowing Base Certificate delivered by such Borrower to Agent shall be “Eligible Accounts” for purposes of this Agreement, except any Account to which any of the exclusionary criteria set forth below applies. In addition, Agent reserves the right, at any time and from time to time after the Closing Date, to adjust any of the criteria set forth below, to establish new criteria and to adjust advance rates with respect to Eligible Accounts, in its reasonable credit judgment exercised in good faith; provided, that (i) any increase of any advance rate above its Original Advance Rate is subject to the approval of all Lenders and (ii) any adjustment by Agent to any criterion set forth below that results in such criterion being less restrictive than as in effect on the Closing Date shall be subject to approval of Requisite Lenders. Eligible Accounts shall not include any Account of any Borrower: (a) which does not arise from the sale of goods or the performance of services by such Borrower in the ordinary course of its business; (b) upon which (i) such Borrower’s right to receive payment is contingent upon the fulfillment of any condition by such Borrower or (ii) such Borrower is not able to bring suit or otherwise enforce its remedies against the Account Debtor through judicial process; (c) to the extent that any defense, counterclaim, setoff or dispute is asserted as to such Account; (d) if the Account represents a progress billing consisting of an invoice for goods sold or used or services rendered pursuant to a contract under which the Account Debtor’s obligation to pay that invoice is subject to such Borrower’s completion of further performance under such contract; (e) that is not a true and correct statement of bona fide indebtedness incurred in the amount of the Account for merchandise sold to or services rendered and accepted by the applicable Account Debtor; (f) with respect to which an invoice, that is not unacceptable to Agent (in its reasonable judgment) in form and substance, has not been sent to the applicable Account Debtor; (g) (i) that is not owned by such Borrower or (ii) to the extent it is subject to any right, claim, security interest or other interest of any other Person, other than Liens in favor of Agent, on behalf of itself and Lenders, and Trustee, on behalf of the holders of Senior Notesother than Permitted Liens; (h) that arises from a sale to any director, officer, other employee or Affiliate of any Credit Party, or to any entity that has any common officer or director with any Credit Party; provided, however, that a sale to any Person that is an Affiliate or such an entity shall not be excluded under this paragraph (h) if such Person is an Affiliate or such an entity solely because it is controlled by BRS or a fund managed by BRS; (i) that is the obligation of an Account Debtor that is the United States or Canadian government or a political subdivision thereof, or any state, county, province or municipality or department, agency or instrumentality thereof unless Agent, in its sole discretion, has agreed to the contrary in writing and such Borrower, if necessary or desirable, has complied with the Federal Assignment of Claims Act of 1940, any Canadian equivalent thereof, or any applicable state, county or municipal law restricting assignment thereof, with respect to such obligation; provided, so long as no Default or Event of Default shall have occurred and be continuing, Accounts described in this Section 1.6(i) and identified to the Agent pursuant to Section 5.10 shall be deemed Eligible Accounts to the extent such Accounts in the aggregate outstanding at any time do not exceed $1,500,000 and otherwise meet the eligibility criteria set forth in this Section 1.6; (j) that is the obligation of an Account Debtor located in a foreign country other than Canada (excluding the provinces of Newfoundland, the Northwest Territories and the Territory of NunavitNunavut), unless payment thereof is assured by a letter of credit assigned and delivered to Agent, reasonably satisfactory to Agent as to form, amount and issuer; (k) to the extent such Borrower or any Subsidiary thereof is liable for goods sold or services rendered by the applicable Account Debtor to such Borrower or any Subsidiary thereof but only to the extent of the potential offset; (l) that arises with respect to goods that are delivered on a xxxx-and-hold, cash-on-delivery basis or placed on consignment, guaranteed sale or other terms by reason of which the payment by the Account Debtor is or may be conditional; (m) that is in default; provided, that, without limiting the generality of the foregoing, an Account shall be deemed in default upon the occurrence of any of the following: (i) the Account is not paid within the earlier of: sixty (60) days following its due date or ninety (90) days following its original invoice date; (ii) the Account Debtor obligated upon such Account suspends business, makes a general assignment for the benefit of creditors or fails to pay its debts generally as they come due; or (iii) a petition is filed by or against any Account Debtor obligated upon such Account under any bankruptcy law or any other federal, state or foreign (including any provincial) receivership, insolvency relief or other law or laws for the relief of debtors; (n) that is the obligation of an Account Debtor if fifty percent (50%) or more of the Dollar amount of all Accounts owing by that Account Debtor are ineligible under the other criteria set forth in paragraph (m) of this Section 1.6; (o) as that is not subject to which a first priority perfected Lien in favor of Agent’s Lien thereon, on behalf of itself and Lenders, is not a first priority perfected Lien; (p) as to which any of the representations or warranties in the Loan Documents are untrueuntrue in any material respect (provided that no immaterial breach of any such representation or warranty shall override any of the eligibility criteria set forth in other clauses in this Section 1.6); (q) to the extent such Account is evidenced by a judgment; (r) to the extent such Account exceeds any credit limit established by Agent, in its reasonable credit judgment; (s) that is payable in any currency other than Dollars; or (t) that is otherwise unacceptable to Agent in its reasonable credit judgment.

Eligible Accounts. All of the Accounts owned by any each Borrower and reflected in the most recent Borrowing Base Certificate delivered by such the Borrower Representative to Agent shall be “Eligible Accounts” for purposes of this Agreement, except any Account to which any of the exclusionary criteria set forth below applies. In addition, Agent shall have the right to establish or modify Reserves against Eligible Accounts from time to time in its reasonable credit judgment exercised in good faith. In addition, Agent reserves the right, at any time and from time to time after the Closing Date, to adjust any of the criteria set forth below, below and to establish new criteria and to adjust advance rates with respect to Eligible Accounts, in each case, in its reasonable credit judgment exercised in good faith; provided, that (i) any increase of any advance rate above its Original Advance Rate is but subject to the approval of all Supermajority Revolving Lenders in the case of adjustments or new criteria which have the effect of making more credit available but excluding adjustments which are specifically left to Agent’s discretion as set forth in clauses (m), (n) and (iis) any adjustment by Agent to any criterion set forth below that results in such criterion being less restrictive than as in effect on the Closing Date shall be subject to approval of Requisite Lendersbelow. Eligible Accounts shall not include any Account of any Borrower: (a) which that does not arise from the sale of goods or the performance of services by such Borrower in the ordinary course of its business; (bi) upon which (i) such Borrower’s right to receive payment is not absolute or is contingent upon the fulfillment of any condition by such Borrower whatsoever or (ii) as to which such Borrower is not able to bring suit or otherwise enforce its remedies against the Account Debtor through judicial process; process or (c) to the extent that any defense, counterclaim, setoff or dispute is asserted as to such Account; (diii) if the Account represents a progress billing consisting of an invoice for goods sold or used or services rendered pursuant to a contract under which the Account Debtor’s obligation to pay that invoice is subject to such Borrower’s completion of further performance under such contractcontract or is subject to the equitable lien of a surety bond issuer; (c) to the extent that any defenses, counterclaim or dispute is asserted as to such Account (but only to the extent of such defense, counterclaim or dispute); (d) to the extent that any right of setoff is asserted, which is owed by an Account Debtor to which a Borrower is indebted in any way (including, without limitation, in connection with loans to Penn Traffic from its franchisees) or which is subject to any right of setoff by the Account Debtor, unless the Account Debtor has entered into a written agreement acceptable to Agent to waive setoff rights; or if the Account Debtor thereon has disputed liability or made any claim with respect to such or any other Account due from such Account Debtor; but in each such case only to the extent of such indebtedness, setoff, dispute or claim; (e) that is not a true and correct statement of bona fide indebtedness incurred in the amount of the Account for merchandise sold to or services rendered and accepted by the applicable Account Debtor; (f) with respect to which an invoice, that is not unacceptable reasonably acceptable to Agent (in its reasonable judgment) in form and substance, has not been sent to the applicable Account Debtor; (g) that (i) that is not owned by such Borrower or (ii) to the extent it is subject to any right, claim, security interest or other interest of any other Person, other than Liens in favor of Agent and the Supplemental Real Estate Facility Agent, on behalf of itself and Lenders, and Trustee, on behalf of the holders of Senior NotesTrade Lien Collateral Agent; (h) that arises from a sale to any director, officer, other employee or Affiliate of any Credit Party, or to any entity that has any common officer or director with any Credit Party; providedParty (in each case, however, that a sale to any Person that is an Affiliate or such an entity shall not be excluded excluding trade vendors who received Stock under this paragraph (h) if such Person is an Affiliate or such an entity solely because it is controlled by BRS or a fund managed by BRSthe Plan of Reorganization); (i) that is the obligation of an Account Debtor that is the United States or Canadian government or a political subdivision thereof, or any state, county, province county or municipality or department, agency or instrumentality thereof (other than Eligible Medicaid Accounts or Eligible Medicare Accounts) unless Agent, in its sole discretion, has agreed to the contrary in writing and such Borrower, if necessary or desirable, has complied with respect to such obligation with the Federal Assignment of Claims Act of 1940, any Canadian equivalent thereof, or any applicable state, county or municipal law restricting assignment thereof, thereof with respect to such obligation; provided, so long as no Default or Event of Default shall have occurred and be continuing, Accounts described in this Section 1.6(i) and identified to the Agent pursuant to Section 5.10 shall be deemed Eligible Accounts to the extent such Accounts in the aggregate outstanding at any time do not exceed $1,500,000 and otherwise meet the eligibility criteria set forth in this Section 1.6; (j) that is the obligation of an Account Debtor located in a foreign country other than Canada (excluding the provinces of Newfoundland, the Northwest Territories and the Territory of Nunavit), unless payment thereof is assured by a letter of credit assigned and delivered to Agent, reasonably satisfactory to Agent as to form, amount and issuer; (k) to the extent such Borrower or any Subsidiary thereof is liable for goods sold or services rendered by the applicable Account Debtor to such Borrower or any Subsidiary thereof but only to the extent of the potential offset; (l) that arises with respect to goods that are delivered on a xxxx-and-hold, cash-on-delivery basis or placed on consignment, guaranteed sale or other terms by reason of which the payment by the Account Debtor is or may be conditional; (m) that is in default; provided, provided that, without limiting the generality of the foregoing, an Account shall be deemed in default upon the occurrence of any of the following: (i) the Account is not paid within the earlier of: of thirty (30) days following its due date or (x) with respect to wholesale Accounts, (A) twenty-eight (28) days following its original invoice date or (B) following Agent’s receipt of aging reports, of such wholesale Accounts prepared on a due date basis and acceptable to Agent in its discretion, to the extent permitted by Agent in its sole discretion, sixty (60) days following its due date or but in any case not more than ninety (90) days past original invoice date; provided, however, the aggregate amount of wholesale Accounts which may be included in the Borrowing Base pursuant to this clause (B) which are not paid between sixty (60) days and ninety (90) days past original invoice date shall not exceed $3,000,000 at any time, or (y) with respect to the Third Party Payor Accounts, Medicaid Accounts and Medicare Accounts, (A) sixty (60) days following its original invoice date or (B) following Agent’s receipt of aging reports, acceptable to Agent in its discretion, of such Accounts prepared on a due date basis, to the extent permitted by Agent in its sole discretion, sixty (60) days following its due date but in any case not more than ninety (90) days past its original invoice date; (ii) the Account Debtor obligated upon such Account suspends business, makes a general assignment for the benefit of creditors or fails to pay its debts generally as they come due; or (iii) a petition is filed by or against any Account Debtor obligated upon such Account under any bankruptcy law or any other federal, state or foreign (including any provincial) receivership, insolvency relief or other law or laws for the relief of debtors; (n) that is attributable to any credit balance of Borrowers (i) outstanding greater than twenty-eight (28) days following its original due date, or following Agent’s receipt of aging reports, acceptable to Agent in its discretion, of such credit balances prepared on a due date basis, to the extent permitted by Agent in its sole discretion, thirty (30) days following its original due date, and (ii) with respect to any Third Party Payor accounts, Medicaid Accounts and Medicare Accounts, such credit balances outstanding greater than (A) sixty (60) days following its original invoice date, or (B) following Agent’s receipt of aging reports, acceptable to Agent in its discretion, of such credit balances prepared on a due date basis, to the extent permitted by Agent in its sole discretion, sixty (60) days following its original due date but in any case not more than ninety (90) days past original invoice date; (o) that is the obligation of an Account Debtor if fifty percent (50%) % or more of the Dollar amount of all Accounts owing by that Account Debtor are ineligible under the other criteria set forth in paragraph (m) of this Section 1.6; (op) as to which Agent’s Lien thereon, on behalf of itself and Lenders, is not a first priority perfected Lien; (pq) as to which any of the representations or warranties in the Loan Documents with respect to accounts are untrueuntrue (except as such representations expressly relate to an earlier date); (qr) to the extent such Account is evidenced by a judgment, Instrument or Chattel Paper; (rs) to the extent that such Account, together with all other Accounts owing by such Account exceeds Debtor and its Affiliates, as of any credit limit established by date of determination exceeds, (i) in Agent’s discretion, 10% of all Eligible Accounts but less than or equal to 20% of all Eligible Accounts, and (ii) 20% of all Eligible Accounts, but in its reasonable credit judgmenteach case only to the extent of such excess; (st) that is payable in any currency other than Dollars; or; (tu) that represents a refund, credit, allowance, or similar item due to any Borrower from a vendor; (v) that represents sales to educational, welfare, charitable, and non-profit institutions and organizations in an aggregate amount in excess of $750,000; (w) with respect to which, in whole or in part, a check or Instrument for the payment of money has been received, presented for payment and returned uncollected for any reason; (x) any amount accounted for by any Borrower as an account receivable which is in fact entered on such Borrower’s books for the purpose of allocating expenses among divisions or for any similar purpose; (y) which represents rent or similar charges payable for, or which otherwise arises from, the rental, lease, or use of Real Estate; (z) which is owed by an Account Debtor whom Agent, in its reasonable credit judgment, otherwise deems to be uncreditworthy; (aa) which arises in connection with a manufacturer’s coupon; (bb) to the extent arising from the provision of administrative or processing services to Medicaid or Medicare as compared to obligations owed to Borrowers for goods sold but only to the extent such amounts are billed separately and not merely included as a line item on an invoice; (cc) to the extent Account consists of finance charges as compared to obligations owed to Borrowers for goods sold but only to the extent such amounts are billed separately and not merely included as a line item on an invoice; (dd) that is otherwise unacceptable to Agent in its reasonable reasonable, good faith credit judgment; or (ee) to the extent Big M Miscellaneous Accounts in the aggregate are in excess of $300,000.

Eligible Accounts. All of the Accounts owned by any Borrower each Credit Party and reflected in the most recent Borrowing Base Certificate delivered by such each Borrower to Applicable Agent shall be “Eligible Accounts” for purposes of this Agreement, further described in Schedule 1 to Exhibit 6.1(d), except any Account to which any of the exclusionary criteria set forth below applies. Each Agent shall have the right to establish or modify or eliminate Reserves against the applicable Eligible Accounts from time to time in its reasonable credit judgment acting in good faith. In addition, the Applicable Agent reserves the right, at any time and from time to time after the Closing DateDate and, absent an Event of Default upon three (3) Business Days’ prior notice to applicable Borrower Representative, to adjust any of the criteria set forth below, to establish new criteria and to adjust advance rates with respect to Eligible Accounts, in each case in its reasonable credit judgment exercised acting in good faith; provided, that (i) any increase of any advance rate above its Original Advance Rate is subject to the approval of all Supermajority Lenders and (ii) any adjustment by Agent to any criterion set forth below that results in such criterion being less restrictive than as the case of adjustments or new criteria or changes in advance rates which have the effect on the Closing Date shall be subject to approval of Requisite Lendersmaking more credit available. Eligible Accounts shall not include any Account of any BorrowerCredit Party: (a) which that does not arise from the sale of goods or the performance of services by such Borrower Credit Party in the ordinary course of its business; (b) upon which (i) upon which such BorrowerCredit Party’s right to receive payment is not absolute or is contingent upon the fulfillment of any condition by such Borrower whatsoever or (ii) as to which such Borrower Credit Party is not able to bring suit or otherwise enforce its remedies against the Account Debtor through judicial process; , or (c) to the extent that any defense, counterclaim, setoff or dispute is asserted as to such Account; (diii) if the Account represents a progress billing consisting of an invoice for goods sold or used or services rendered pursuant to a contract under which the Account Debtor’s obligation to pay that invoice is subject to such BorrowerCredit Party’s completion of further performance under such contractcontract or is subject to the equitable lien of a surety bond issuer; (ec) to the extent that any defense, counterclaim, setoff or dispute is asserted as to such Account (it being understood and agreed that (i) only the portion of the Account that is subject to such defense, counterclaim, setoff or dispute shall not be an Eligible Account and (ii) the remaining portion of such Account shall not be rendered ineligible under this clause (c)); (d) that is not a true and correct statement of bona fide indebtedness incurred in the amount of the Account for merchandise sold to or services rendered and accepted by the applicable Account Debtor; (fe) with respect to which an invoice, that is not unacceptable to Agent (in its reasonable judgment) in form and substance, invoice has not been sent to the applicable Account Debtor; (gf) that (i) that is not owned by such Borrower Credit Party or (ii) to the extent it is subject to any right, claim, security interest or other interest of any other Person, other than Liens in favor of Applicable Agent, on behalf of itself and Lenders, the applicable Lenders and Trustee, on behalf of the holders of Senior NotesPrior Claims that are unregistered and that secure amounts that are not yet due and payable; (hg) that arises from a sale to any director, officer, other employee or Affiliate of any Credit Party, or to any entity that has any common officer or director with of any Credit Party; provided, howeverother than any unrelated portfolio company of Sponsor, that a sale to Sponsor’s affiliates and any Person that is an Affiliate purchaser of the Subordinated Debt or such an entity shall not be excluded under this paragraph the Senior Notes; (h) if such Person that is the obligation of an Affiliate Account Debtor that is the United States government or a political subdivision thereof, or any state, county or municipality or department, agency or instrumentality thereof unless Applicable Agent, in its sole discretion, has agreed to the contrary in writing or such an entity solely because it is controlled by BRS Credit Party, if necessary, has complied with respect to such obligation with the Federal Assignment of Claims Act of 1940, or a fund managed by BRSany applicable state, county or municipal law restricting the assignment thereof with respect to such obligation; (i) that is the obligation of an Account Debtor that is the United States or Canadian government (Her Majesty The Queen in Right of Canada) or a political subdivision thereof, or any state, county, province or territory, or any municipality or department, agency or instrumentality thereof thereof, unless Agent, in its sole discretion, has (i) Lenders have agreed to the contrary in writing and writing, (ii) such BorrowerAccount is assignable by way of security or (iii) such Credit Party, if necessary or desirablenecessary, has complied with the Federal Assignment of Claims Financial Administration Act of 1940, (Canada) and any Canadian equivalent thereofamendments thereto, or any applicable stateterritorial, provincial, county or municipal law of similar purpose and effect restricting the assignment thereof, thereof with respect to such obligation; provided, so long as no Default or Event of Default shall have occurred and be continuing, Accounts described in this Section 1.6(i) and identified to the Agent pursuant to Section 5.10 shall be deemed Eligible Accounts to the extent such Accounts in the aggregate outstanding at any time do not exceed $1,500,000 and otherwise meet the eligibility criteria set forth in this Section 1.6; (j) that is the obligation of an Account Debtor located in a foreign country other than the United States or Canada (excluding the provinces of Newfoundland, the Northwest Territories and the Territory of Nunavit), unless payment thereof is assured by a letter of credit assigned and delivered to Applicable Agent, reasonably or is covered by adequate credit insurance for such Account Debtor, each satisfactory to such Agent as to form, amount and issuer, provided that, obligations of XX Xxxxxx de Nemours, a Mexican company and, so long as that certain guaranty from Mars, Inc. in favor of Effem Mexico Inc., a Mexican corporation remains in full force and effect, Effem Mexico, Inc. shall not be excluded; (k) to the extent such Borrower or any Subsidiary thereof Credit Party is liable for goods sold or services rendered by the applicable Account Debtor to such Borrower or any Subsidiary thereof Credit Party but only to the extent of the potential offset; (l) that arises with respect to goods that are delivered on a xxxx-and-hold, cash-on-delivery basis or placed on consignmentbasis, guaranteed sale or other terms by reason of which the payment by the Account Debtor is or may be conditional; (m) that is in default; provided, that, without limiting the generality of the foregoing, an Account shall be deemed in default upon the occurrence of any of the following: (i) the Account is not paid within the earlier of: sixty (60) 60 days following its due date or ninety (90) 90 days following its original invoice date, provided that, such Accounts shall not be excluded so long as they are not past due in accordance with their terms and are not in an aggregate amount in excess of $1,000,000; (ii) the Account Debtor obligated upon such Account suspends business, makes a general assignment for the benefit of creditors or fails to pay its debts generally as they come due; or (iii) a petition is filed by or against any Account Debtor obligated upon such Account under any bankruptcy law or any other federal, state or foreign (including any provincial) receivership, insolvency relief or other law or laws for the relief of debtorsdebtors until such time, if ever, as such petition is dismissed; (n) that is the obligation of an Account Debtor if fifty percent (50%) % or more of the Dollar amount of all Accounts owing by that Account Debtor are ineligible under the other criteria set forth in paragraph (m) of this Section 1.61.8 (other than clauses (a), (b), (d), (e), (f), or (l) hereof); (o) as to which Applicable Agent’s Lien thereon, on behalf of itself and the applicable Lenders, is not a first priority perfected Lien; (p) as to which any of the representations or warranties in the Loan Documents are untrue; (q) to the extent such Account is evidenced by a judgment, Instrument or Chattel Paper; (r) to the extent such Account exceeds any credit limit established by the Applicable Agent, in its reasonable credit judgmentjudgment acting in good faith, following prior written or electronic notice of such limit by Applicable Agent to Applicable Borrower Representative; (s) to the extent that such Account, together with all other Accounts owing to such Account Debtor and its Affiliates as of any date of determination exceed 20% of all Eligible Accounts of all Credit Parties; (t) that is payable in any currency other than Dollars or Canadian Dollars; or (tu) that is otherwise unacceptable to the Applicable Agent in its reasonable credit judgment acting in good faith. For the purpose of valuing Canadian Credit Parties’ Eligible Accounts denominated in Canadian Dollars, the amount of such Eligible Accounts shall be converted into the Equivalent Amount thereof in Dollars on the last Business Day of each Fiscal Month; provided, that Canadian Agent reserves the right to adjust, at any time in its reasonable credit judgment, the value of Canadian Dollars of such Eligible Accounts to take into account currency rate exchange fluctuations since the last valuation thereof.

Eligible Accounts. All of the Accounts owned by any each Borrower and reflected in the most recent Borrowing Base Certificate delivered by such Borrower Representative, on behalf of itself and each other Borrower, to Agent shall be “Eligible Accounts” for purposes of this Agreement, except any Account to which any of the exclusionary criteria set forth below applies. Agent shall have the right to establish, modify or eliminate Reserves against Eligible Accounts from time to time in its reasonable credit judgment. In addition, Agent reserves the right, at any time and from time to time after the Closing Date, to adjust any of the criteria set forth below, to establish new criteria criteria, and to adjust adjust, without duplication of any Reserves established by Agent, advance rates with respect to Eligible Accounts, in each case in its reasonable credit judgment exercised judgment, in good faithorder to reflect changes in the collectibility or realization values of such Accounts arising or discovered by Agent after the Closing Date which have the effect of making more or less credit available. Agent shall furnish Borrower Representative with notice as soon as reasonably practicable of Agent’s determination to establish or increase Reserves or to establish new eligibility criteria or to decrease advance rates pursuant to the forgoing; provided, that (i) however, Agent’s failure to provide such notice shall not impair the rights of Agent or the Lenders hereunder and shall not impose any increase of any advance rate above its Original Advance Rate is subject to liability upon Agent or the approval of all Lenders and (ii) any adjustment by Agent to any criterion set forth below that results in for not providing such criterion being less restrictive than as in effect on the Closing Date shall be subject to approval of Requisite Lendersnotice. Eligible Accounts shall not include any Account of any Borrower: (a) which that does not arise from the sale of goods or the performance of services by such Borrower in the ordinary course of its business; (bi) upon which (i) such Borrower’s right to receive payment is contingent upon the fulfillment of any condition by further obligation on the part of such Borrower or (ii) as to which such Borrower is not able to bring suit or otherwise enforce its remedies against the Account Debtor through judicial process; process or (c) to the extent that any defense, counterclaim, setoff or dispute is asserted as to such Account; (diii) if the Account represents a progress billing consisting of an invoice for goods sold or used or services rendered pursuant to a contract under which the Account Debtor’s obligation to pay that invoice is subject to such Borrower’s completion of further performance under such contractcontract or is subject to the equitable lien of a surety bond issuer; (ec) to the extent that any defense, counterclaim, setoff or dispute is asserted as to such Account (but any portion of such Account net of the amount of such defense, counterclaim, setoff or dispute shall not be excluded as an Eligible Account pursuant to this clause (c)); (d) that is not a true and correct statement of a bona fide indebtedness obligation incurred in the amount of the Account for merchandise sold to or services rendered and accepted by the applicable Account Debtor; (fe) with respect to which an invoiceinvoice in the form used on the Closing Date, that is not unacceptable or otherwise in a form reasonably acceptable to Agent (Agent, in its reasonable judgment) either case in form and substancecompliance with Annex C, has not been sent to the applicable Account Debtor; (gf) that (i) that is not owned by such Borrower or (ii) to the extent it is subject to any right, claim, security interest or other interest Lien of any other Person, other than Liens in favor of Agent, on behalf of itself and Lenders, and Trustee, on behalf of the holders of Senior Notes; (hg) that arises from a sale to any director, officer, other employee or Affiliate of any Credit Party, or to any entity that has any common officer or director with any Credit Party; provided, howeverexcept for Accounts arising from ordinary course, arm’s length transactions with entities that are Affiliates of a sale to any Person that is an Affiliate Borrower by virtue of the ownership interests held by Parent’s Stockholders, directly or indirectly, in such an entity shall not be excluded under this paragraph (h) if such Person is an Affiliate or such an entity solely because it is controlled by BRS or a fund managed by BRSentities; (ih) that is the obligation of an Account Debtor that is the United States or Canadian government or a political subdivision thereof, or any state, county, province county or municipality or department, agency or instrumentality thereof unless Agent, in its sole discretion, has agreed to the contrary in writing and such Borrower, if necessary or desirable, has complied with respect to such obligation with the Federal Assignment of Claims Act of 1940, any Canadian equivalent thereof, or any applicable state, county or municipal law restricting assignment thereof, with respect to such obligation; provided, so long as no Default or Event of Default shall have occurred and be continuing, Accounts described in this Section 1.6(i) and identified to the Agent pursuant to Section 5.10 shall be deemed Eligible Accounts to the extent such Accounts in the aggregate outstanding at any time do not exceed $1,500,000 and otherwise meet the eligibility criteria set forth in this Section 1.6; (ji) that is the obligation of an Account Debtor located in a foreign country other than Canada (excluding the provinces of Newfoundland, the Northwest Territories and the Territory of Nunavit), unless payment thereof is assured by a letter of credit assigned and delivered to Agent, reasonably satisfactory to Agent as to form, amount and issuer; (kj) to the extent such Borrower or any Subsidiary thereof is liable for goods sold or services rendered by the applicable Account Debtor to such Borrower or any Subsidiary thereof but only to the extent of the potential offset; (lk) that arises with respect to goods that are delivered on a xxxx-and-hold, hold or cash-on-delivery basis or placed on consignment, guaranteed sale or other terms by reason of which the payment by the Account Debtor is or may be conditional; (ml) that is in default; provided, that, without limiting the generality of the foregoing, an Account shall be deemed in default upon the occurrence of any of the following: (i) the Account is not paid within the earlier of: sixty (60) days following its due date or ninety (90) days following its original invoice date; (ii) the Account Debtor obligated upon such Account suspends business, makes a general assignment for the benefit of creditors or fails to pay its debts generally as they come due; or (iii) a petition is filed by or against any Account Debtor obligated upon such Account under any bankruptcy law or any other federal, state or foreign (including any provincial) receivership, insolvency relief or other law or laws for the relief of debtors; (nm) that is the obligation of an Account Debtor if fifty percent (50%) or more of the Dollar amount of all Accounts owing by that Account Debtor are ineligible under the other criteria set forth in paragraph (m) of this Section 1.6; (on) as to which Agent’s Lien thereon, on behalf of itself and Lenders, is not a first priority perfected Lien; (po) as to which any of the representations or warranties in the Loan Documents are untrueuntrue with respect to such Account in any material respect (but without duplication of any materiality qualifier contained therein); (qp) to the extent such Account is evidenced by a judgment, Instrument or Chattel Paper; (rq) to the extent such Account exceeds any credit limit established by Agent, in its reasonable credit judgmentjudgment , following prior notice of such limit by Agent to Borrower Representative; (r) to the extent that such Account, together with all other Accounts owing by such Account Debtor and its Affiliates as of any date of determination exceed twenty percent (20%) of all Eligible Accounts (but only to the extent of such excess); or (s) that is payable in any currency other than Dollars; or (t) that is otherwise unacceptable to Agent in its reasonable credit judgment.

Eligible Accounts. All of the Accounts owned by any Borrower each Credit Party and reflected in the most recent Borrowing Base Certificate delivered by such Borrower Representative to Agent shall be “Eligible Accounts” for purposes of this Agreement, except any Account to which any of the exclusionary criteria set forth below applies. Agent shall have the right to establish or modify or eliminate Reserves against Eligible Accounts from time to time in its reasonable credit judgment. In addition, Agent reserves the right, at any time and from time to time after the Closing Date, to adjust any of the criteria set forth below, to establish new criteria and to adjust advance rates with respect to Eligible Accounts, in its reasonable credit judgment exercised in good faith; providedjudgment, that (i) any increase of any advance rate above its Original Advance Rate is subject to the approval of all Supermajority Lenders and (ii) any adjustment by Agent to any criterion set forth below that results in such criterion being less restrictive than as the case of adjustments or new criteria or changes in advance rates which have the effect on the Closing Date shall be subject to approval of Requisite Lendersmaking more credit available. Eligible Accounts shall not include any Account of any BorrowerCredit Party: (a) which that does not arise from the sale of goods or the performance of services by such Borrower Credit Party in the ordinary course of its business; (b) upon which (i) upon which such BorrowerCredit Party’s right to receive payment is not absolute or is contingent upon the fulfillment of any condition by such Borrower whatsoever or (ii) as to which such Borrower Credit Party is not able to bring suit or otherwise enforce its remedies against the Account Debtor through judicial process; process or (c) to the extent that any defense, counterclaim, setoff or dispute is asserted as to such Account; (diii) if the Account represents a progress billing consisting of an invoice for goods sold or used or services rendered pursuant to a contract under which the Account Debtor’s obligation to pay that invoice is subject to such BorrowerCredit Party’s completion of further performance under such contract, or (iv) if the Account represents any other advance xxxxxxxx that are due prior to the completion of performance by the such Credit Party of the subject contract for goods or services; (ec) the dollar amount of such Account that is subject to an asserted defense, counterclaim, setoff, dispute, compromise or settlement; (d) that is not a true and correct statement of bona fide indebtedness incurred in the amount of the Account for merchandise sold to or services rendered and accepted by the applicable Account Debtor; (fe) with respect to which an invoice, that is not unacceptable reasonably acceptable to Agent (in its reasonable judgment) in form and substance, has not been sent to the applicable Account Debtor; (gf) that (i) that is not owned by such Borrower Credit Party, or (ii) to the extent it is subject to any right, claim, security interest or other interest of any other Person, other than (A) Liens in favor of Agent, on behalf of itself and LendersLenders and (B) Liens in favor of Carlisle Finance, and Trustee, on behalf subject to the provisions of the holders of Senior NotesSubordination Agreement; (hg) that arises from a sale to any director, officer, other employee or Affiliate of any Credit Party, or to any entity that has any common officer or director with any Credit Party; provided, however, that a sale to any Person that is an Affiliate or such an entity shall not be excluded under this paragraph (h) if such Person is an Affiliate or such an entity solely because it is controlled by BRS or a fund managed by BRS; (ih) that is the obligation of an Account Debtor that is the United States or Canadian government or of a political subdivision or instrumentality thereof, or any statethe assignment of an Account of which is restricted by law, county, province or municipality or department, agency or instrumentality thereof unless Agent, in its sole discretion, has agreed to the contrary in writing and such Borrower, if necessary or desirable, has complied with respect to such obligation with the Federal Assignment of Claims Act of 1940, any Canadian equivalent thereof, and F.A.R. or any applicable state, county or municipal law restricting assignment thereof, with respect to such obligation; provided, so long as no Default or Event of Default shall have occurred and be continuing, Accounts described in this Section 1.6(i) and identified to the Agent pursuant to Section 5.10 shall be deemed Eligible Accounts to the extent such Accounts in the aggregate outstanding at any time do not exceed $1,500,000 and otherwise meet the eligibility criteria set forth in this Section 1.6; (ji) that is the obligation of an Account Debtor located in a foreign country other than Canada (excluding the provinces province of Newfoundland, the Northwest Territories and the Territory of Nunavit), ) unless payment thereof is assured by a letter of credit assigned and delivered to Agent, reasonably satisfactory to Agent as to form, amount and issuer; (j) that is the obligation of the United Nations or any subdivision thereof is the Account Debtor; (k) to the extent such Borrower Credit Party or any Subsidiary thereof is liable for goods sold or services rendered by the applicable Account Debtor to such Borrower Credit Party or any Subsidiary thereof but only to the extent of the potential offset; (l) that arises with respect to goods that are delivered on a xxxx-and-hold, cash-on-delivery basis or placed on consignment, guaranteed sale or other terms by reason of which the payment by the Account Debtor is or may be conditional; (m) that is in default; provided, ; that, without limiting the generality of the foregoing, an Account shall be deemed in default upon the occurrence of any of the following: (i) the Account is not paid within the earlier of: sixty (60) days following its due date or ninety (90) 90 days following its original invoice date; (ii) the Account Debtor obligated upon such Account suspends business, makes a general assignment for the benefit of creditors or fails to pay its debts generally as they come due; or (iii) a petition is filed by or against any Account Debtor obligated upon such Account under any bankruptcy law or any other federal, state or foreign (including any provincial) receivership, insolvency relief or other law or laws for the relief of debtors; provided, however, that any Account of such an Account Debtor that arises after the filing of such petition may be an Eligible Account if (A) such Account otherwise meets the criteria hereunder for Eligible Accounts, (B) is paid within 30 days following its original invoice date, (C) is subject to a valid contract that has been assumed by the Account Debtor pursuant to an order of the Bankruptcy Court, and (D) to the extent that such Account, together with all other Accounts owing by such Account Debtor and its Affiliates as of any date of determination, do not exceed $1,500,000; (n) that is the obligation of an Account Debtor if fifty percent (50%) % or more of the Dollar amount of all Accounts owing by that Account Debtor are ineligible under the other criteria set forth in paragraph (m) of this Section 1.6; (o) as to which Agent’s Lien thereon, on behalf of itself and Lenders, is not a first priority perfected Lien; (p) as to which any of the representations or warranties in the Loan Documents are untrue; (q) to the extent such Account is evidenced by a judgment, Instrument or Chattel Paper; (r) to the extent such Account exceeds any credit limit established by Agent, in its reasonable credit judgment, following prior notice of such limit by Agent to Borrower Representative; (s) to the extent that such Account, together with all other Accounts owing by such Account Debtor and its Affiliates as of any date of determination exceed 7.5% of all Eligible Accounts; (t) that is payable in any currency other than Dollars; (u) to the extent such Credit Party is required to provide the Account Debtor with a performance or other form of surety bond that entitles the surety or other issuer to have a claim (in law or equity) on the Accounts; or (tv) that is otherwise unacceptable to Agent in its reasonable credit judgment.

Eligible Accounts. All of the Accounts owned by the Borrower or any Borrower of its Domestic Subsidiaries and reflected in the most recent Borrowing Base Certificate delivered by such the Borrower to the Administrative Agent shall be “"Eligible Accounts” " for purposes of this Agreement, except any Account to which any of the exclusionary criteria set forth below applies. The Administrative Agent shall have the right to establish, modify or eliminate Reserves against Eligible Accounts from time to time in its Permitted Discretion. In addition, the Administrative Agent reserves the right, REVOLVING CREDIT AGREEMENT [DAYTON SUPERIOR CORPORATION] 45 at any time and from time to time after the Closing Date, to adjust any of the criteria set forth below, to establish new criteria and to adjust advance rates with respect to Eligible Accounts, in its reasonable credit judgment Permitted Discretion exercised in good faith; provided, that (i) any increase of any advance rate above its Original Advance Rate is subject to the approval of all Supermajority Lenders and (ii) any adjustment by Agent to any criterion set forth below that results in such criterion being less restrictive than as the case of adjustments, new criteria or changes in advance rates which have the effect on the Closing Date shall be subject to approval of Requisite Lendersmaking more credit available. Eligible Accounts shall not include any Account of any Borrowerthe Borrower or its Domestic Subsidiaries: (a) which that does not arise from the sale of goods or the performance of services by such the Borrower or a Domestic Subsidiary in the ordinary course of its business; (bi) upon which (i) such the Borrower’s 's or a Domestic Subsidiary's right to receive payment is not absolute or is contingent upon the fulfillment of any condition by such Borrower whatsoever or (ii) as to which the Borrower or such Borrower Domestic Subsidiary is not able to bring suit or otherwise enforce its remedies against the Account Debtor through judicial process; , or (c) to the extent that any defense, counterclaim, setoff or dispute is asserted as to such Account; (diii) if the Account represents a progress billing consisting of an invoice for goods sold or used or services rendered pursuant to a contract under which the Account Debtor’s 's obligation to pay that invoice is subject to such the Borrower’s 's or a Domestic Subsidiary's completion of further performance under such contractcontract or is subject to the equitable lien of a surety bond issuer; (ec) to the extent that any defense, counterclaim, setoff or dispute is asserted as to such Account; (d) that is not a true and correct statement of bona fide indebtedness incurred in the amount of the Account for merchandise sold to or services rendered and accepted by the applicable Account Debtor; (fe) with respect to which an invoice, that is not unacceptable to Agent (in its reasonable judgment) in form and substance, invoice has not been sent to the applicable Account Debtor; (gf) that (i) that is not owned by such the Borrower or a Domestic Subsidiary or (ii) to the extent it is subject to any right, claim, security interest or other interest of any other Person, other than Permitted Liens in favor of Agent, on behalf of itself and Lenders, and Trustee, on behalf that are junior to the Lien of the holders of Senior NotesAdministrative Agent securing the Obligations); (hg) that arises from a sale to any Loan Party, director, officer, other employee or Affiliate of any Credit Loan Party, or to any entity that has any common officer or director with any Credit Loan Party; provided, however, that a sale to any Person that is an Affiliate or such an entity shall not be excluded under this paragraph (h) if such Person is an Affiliate or such an entity solely because it is controlled by BRS or a fund managed by BRS; (ih) that is the obligation of an Account Debtor that is the United States or Canadian government or a political subdivision thereof, or any state, county, province county or municipality or department, agency or instrumentality thereof to the extent such obligations in the aggregate exceed $2,500,000 unless the Administrative Agent, in its sole discretion, has agreed to the contrary in writing and such Borrowerthe Borrower or the applicable Domestic Subsidiary, if necessary or desirable, has complied with respect to such obligation with the Federal Assignment of Claims Act of 1940, any Canadian equivalent thereof, or any applicable state, county or municipal law restricting the assignment thereof, thereof with respect to such obligation; provided, so long as no Default or Event of Default shall have occurred and be continuing, Accounts described in this Section 1.6(i) and identified to the Agent pursuant to Section 5.10 shall be deemed Eligible Accounts to the extent such Accounts in the aggregate outstanding at any time do not exceed $1,500,000 and otherwise meet the eligibility criteria set forth in this Section 1.6; (ji) that is the obligation of an Account Debtor located in a foreign country other than Canada (excluding the provinces of Newfoundland, the Northwest Territories and the Territory of Nunavit), unless payment thereof is assured by a letter of credit assigned and delivered to the Administrative Agent, reasonably satisfactory to the Administrative Agent as to form, amount and issuer; (kj) to the extent such the Borrower or any Subsidiary thereof is liable for goods sold or services rendered by the applicable Account Debtor to such the Borrower or any Subsidiary thereof but only to the extent of the potential offset;; REVOLVING CREDIT AGREEMENT [DAYTON SUPERIOR CORPORATION] (lk) that arises with respect to goods that are delivered on a xxxxbill-and-hold, cash-on-delivery basis or placed on consignment, guaranteed guaxxxxeed sale or other terms by reason of which the payment by the Account Debtor is or may be conditional; (ml) that is in default; provided, that, without limiting the generality of the foregoing, an Account shall be deemed in default upon the occurrence of any of the following: (i) (x) the Account has not been paid and there has elapsed 120 (but not more than 150) days since its invoice date and the Account is not otherwise ineligible; (y) the Account has not been paid within and there has elapsed more than 150 days since its invoice date; or (z) the earlier of: sixty (60) Account has not been paid and there has elapsed more than 90 days following since its due date or ninety and it is not an Account taken into account under clause (90) days following its original invoice datey); (ii) the Account Debtor obligated upon such Account suspends business, makes a general assignment for the benefit of creditors or fails to pay its debts generally as they come due; or (iii) a petition is filed by or against any Account Debtor obligated upon such Account under any bankruptcy law or any other federal, state or foreign (including any provincial) receivership, insolvency relief or other law or laws for the relief of debtors; (nm) that is the obligation of an Account Debtor if fifty percent (50%) % or more of the Dollar amount of all Accounts owing by that Account Debtor are ineligible under the other criteria set forth in paragraph (ml) of this Section 1.62.19; (on) as to which the Administrative Agent’s 's Lien thereon, on behalf of itself and Lenders, is not a first priority perfected Lien; (po) as to which any of the representations or warranties in the Loan Documents are untrue; (qp) to the extent such Account is evidenced by a judgment, Instrument or, except in the case of a Rental, Chattel Paper; (q) to the extent that such Account, together with all other Accounts owing by such Account Debtor and its Affiliates as of any date of determination exceed 10% of all Eligible Accounts, except as otherwise agreed by the Administrative Agent; (r) to the extent such Account exceeds any credit limit established by Agent, in its reasonable credit judgment; (s) that is payable in any currency other than Dollars; (s) in the case of any Rental, is not subject to a written lease agreement; or (t) in the case of any Rental, is not subject to a first priority security interest of the Administrative Agent on behalf of Lenders, perfected by possession of all Chattel Paper related to such Rental by possession or by the filing of a financing statement, which financing statement indicates that a purchase of or security interest in such chattel paper by or in favor of any Person other than the Administrative Agent is otherwise unacceptable to Agent in its reasonable credit judgmentviolative of the rights of the Administrative Agent.

Eligible Accounts. All of the Accounts owned by any Borrower or its domestic or Canadian Subsidiaries and reflected in the most recent Borrowing Base Certificate delivered by such Borrower to Agent shall be “"Eligible Accounts” " for purposes of this Agreement, except any Account to which any of the exclusionary criteria set forth below applies. Agent shall have the right to establish, modify or eliminate Reserves against Eligible Accounts from time to time in its reasonable credit judgment. In addition, Agent reserves the right, at any time and from time to time after the Closing Date, to adjust any of the criteria set forth below, to establish new criteria and to adjust advance rates with respect to Eligible Accounts, in its reasonable credit judgment exercised in good faith; providedjudgment, that (i) any increase of any advance rate above its Original Advance Rate is subject to the approval of all Requisite Revolving Lenders and (ii) any adjustment by Agent to any criterion set forth below that results in such criterion being less restrictive than as the case of adjustments or new criteria or changes in advance rates which have the effect on the Closing Date shall be subject to approval of Requisite Lendersmaking more credit available. Eligible Accounts shall not include any Account of any BorrowerBorrower or its domestic or Canadian Subsidiaries: (a) which that does not arise from the sale of goods or the performance of services by such Borrower in the ordinary course of its business; (bi) upon which (i) such Borrower’s the right to receive payment is not absolute or is contingent upon the fulfillment of any condition by such Borrower whatsoever or (ii) such as to which Borrower or one of its domestic or Canadian Subsidiaries is not able to bring suit or otherwise enforce its their remedies against the Account Debtor through judicial process; , or (c) to the extent that any defense, counterclaim, setoff or dispute is asserted as to such Account; (diii) if the Account represents a progress billing consisting of an invoice for goods sold or used or services rendered pursuant to a contract under which the Account Debtor’s 's obligation to pay that invoice is subject to such Borrower’s 's or one of its domestic or Canadian Subsidiary's completion of further performance under such contractcontract or is subject to the equitable lien of a surety bond issuer; (ec) any Account against which any defense, counterclaim, setoff or dispute is asserted, but such Account shall only be ineligible to the extent of any such defense, counterclaim, setoff or dispute; (d) that is not a true and correct statement of bona fide indebtedness incurred in the amount of the Account for merchandise sold to or services rendered and accepted by the applicable Account Debtor; (fe) with respect to which an invoice, that is not unacceptable acceptable to Agent (in its reasonable judgment) in form and substance, has not been sent to the applicable Account Debtor; (gf) that (i) that is not owned by such Borrower or one of its domestic or Canadian Subsidiaries or (ii) to the extent it is subject to any right, claim, security interest or other interest of any other Person, other than first priority Liens in favor of Agent, on behalf of itself and Lenders or in favor of Agent and Lenders, as applicable, and Trustee, on behalf of the holders of Senior NotesPrior Claims that are unregistered and that secure amounts that are not yet due and payable; (hg) that arises from a sale to any director, officer, other employee or Affiliate of any Credit Party, or to any entity that has any common officer or director with any Credit Party; provided, however, that Party (other than a sale to any Person that is an Affiliate portfolio company of one of the Xxxx Entities or such an entity shall not be excluded under this paragraph (h) if such Person is an Affiliate Credit Suisse First Boston or such an entity solely because it is controlled by BRS or a fund managed by BRSits Affiliates); (ih) that is the obligation of an Account Debtor that is the United States or Canadian government or a political subdivision thereof, or any statedepartment, countyagency or instrumentality thereof, province or municipality that is the Canadian government (Her Majesty in Right of Canada) or a political subdivision thereof, or department, agency or instrumentality thereof thereof, unless Agent, in its sole discretion, has agreed to the contrary in writing writing, the Account is assignable by way of security and such Borrower, if necessary or desirable, has complied with the Federal Assignment of Claims Act of 1940, any with respect to such obligation, or, the applicable Canadian equivalent thereofSubsidiary of Borrower, if necessary or desirable, has complied with the Financial Administration Act (Canada) or any applicable state, county provincial or territorial statute or municipal law restricting assignment thereofordinance of similar purpose and effect, with respect to such obligation; provided, so long as no Default or Event of Default shall have occurred and be continuing, Accounts described in this Section 1.6(i) and identified to the Agent pursuant to Section 5.10 shall be deemed Eligible Accounts to the extent such Accounts in the aggregate outstanding at any time do not exceed $1,500,000 and otherwise meet the eligibility criteria set forth in this Section 1.6applicable; (ji) that is the obligation of an Account Debtor located in a foreign country other than Canada (excluding the provinces province of Newfoundland, the Northwest Territories and the Territory territory of Nunavit)Nunavut) and in Agent's discretion, Accounts owing to Regency in New Zealand and Forza in the United Kingdom, in an aggregate amount not to exceed $1,200,000 in the aggregate, if notice and other perfection requirements are met, unless payment thereof is assured by a letter of credit assigned and delivered to Agent, reasonably satisfactory to Agent as to form, amount and issuer; (kj) to the extent such Borrower or any Subsidiary thereof is liable for goods sold or services rendered by the applicable Account Debtor to such Borrower or any Subsidiary thereof but only to the extent of the potential offset; (lk) that arises with respect to goods that are delivered on a xxxx-and-hold, cash-on-delivery basis or placed on consignment, guaranteed sale or other terms by reason of which the payment by the Account Debtor is or may be conditional; (ml) that is in default; provided, that, without limiting the generality of the foregoing, an Account shall be deemed in default upon the occurrence of any of the following: (i) the Account is not paid within the earlier of: sixty (60) 60 days following its due date or ninety (90) 120 days following its original invoice datedate (provided that Agent may extend such 120 day limitation to 150 days as to Accounts owing by certain creditworthy Account Debtors as determined by Agent in its reasonable credit judgment); (ii) the Account Debtor obligated upon such Account suspends business, makes a general assignment for the benefit of creditors or fails to pay its debts generally as they come due; or (iii) a petition is filed by or against any Account Debtor obligated upon such Account under any bankruptcy law or any other federal, state or foreign (including any provincial) ), receivership, insolvency relief or other law or laws for the relief of debtors, except for Eligible Service Merchandise Accounts; (nm) that is the obligation of an Account Debtor if fifty percent (50%) or more of the Dollar dollar amount of all Accounts owing by that Account Debtor are ineligible under the other criteria set forth in paragraph (m) of this Section 1.6; (on) as to which Agent’s 's Lien thereon, on behalf of itself and Lenders, or Agent's and Lenders' Liens thereon, as applicable, is not a first priority perfected Lien; (p) as to which any of the representations or warranties in the Loan Documents are untrue; (qo) to the extent such Account is evidenced by a judgment, Instrument or Chattel Paper; (rp) to the extent such Account exceeds any credit limit established by Agent, in its reasonable credit judgment, following prior notice of such limit by Agent to Borrower; (sq) that is payable in any currency other than Dollars; Canadian Dollars or Dollars or, if permitted, British pounds or New Zealand dollars; (tr) that is otherwise unacceptable to Agent in its reasonable credit judgment; (s) Accounts owing to Universal Technical Services; or (t) Accounts owing by consumers, if two or more payments with respect thereto remain unpaid for more than thirty (30) days or to the extent that the aggregate of those consumer Accounts exceed $10,000,000. Borrower agrees that Accounts as to which payments have been received by Borrower are no longer Eligible Accounts regardless of whether such payments have been applied to the Revolving Loan. Borrower agrees that the following Reserves constitute an appropriate exercise of Agent's credit judgment (i) a co-op advertising Reserve, (ii) a direct response Accounts Reserve, (iii) an unearned financing charge Reserve; and (iv) a credit memo accrual Reserve.

Eligible Accounts. All of the Accounts owned by any each Borrower ----------------- and reflected in the most recent Borrowing Base Certificate delivered by such Borrower Representative on behalf of all Borrowers to Agent shall be “"Eligible -------- Accounts” " for purposes of this Agreement, except any Account to which any of the -------- exclusionary criteria set forth below applies. Agent shall have the right to establish, modify or eliminate Reserves against Eligible Accounts from time to time in its reasonable credit judgment. In addition, Agent reserves the right, at any time and from time to time after the Closing Date, to adjust any of the criteria set forth below, to establish new criteria and to adjust advance rates or criteria with respect to Eligible Accounts, in its reasonable credit judgment exercised in good faith; providedjudgment, that (i) any increase of any advance rate above its Original Advance Rate is subject to the approval of all Supermajority Lenders and (ii) any adjustment by Agent to any criterion set forth below that results in such criterion being less restrictive than as the case of changes in advance rates or criteria which have the effect on the Closing Date shall be subject to approval of Requisite Lendersmaking more credit available. Eligible Accounts shall not include any Account of any Borrower: (a) which that does not arise from the sale of goods or the performance of services by such Borrower in the ordinary course of its business; (bi) upon which (i) such Borrower’s 's right to receive payment is not absolute or is contingent upon the fulfillment of any condition by such Borrower that has not been fulfilled at the time of determination of eligibility or (ii) as to which such Borrower is not able to bring suit or otherwise enforce its remedies against the Account Debtor through judicial process; process or (c) to the extent that any defense, counterclaim, setoff or dispute is asserted as to such Account; (diii) if the Account represents a progress billing consisting of an invoice for goods sold or used or services rendered pursuant to a contract under which the Account Debtor’s 's obligation to pay that invoice is subject to such Borrower’s 's completion of further performance under such contractcontract or is subject to the equitable lien of a surety bond issuer; (ec) in the event that any defense, counterclaim, setoff or dispute is asserted as to such Account (but only to the extent of such defense, counterclaim, setoff or dispute); (d) that is not a true and correct statement of bona fide indebtedness incurred in the amount of the Account for merchandise sold to or services rendered and accepted by the applicable Account Debtor; (fe) with respect to which an invoice, that is not unacceptable reasonably acceptable to Agent (in its reasonable judgment) in form and substance, has not been sent to the applicable Account Debtor; (gf) that (i) that is not owned by such Borrower or (ii) to the extent it is subject to any right, claim, security interest or other interest of any other Person, other than Liens in favor of Agent, on behalf of itself and Lenders, Lenders and Trustee, on behalf Permitted Encumbrances described in clause (a) of the holders of Senior Notesdefinition thereof; (hg) that arises from a sale to any director, officer, other employee or Affiliate of any Credit Party, or to any entity that has any common officer or director with any Credit Party; provided, however, that a sale to any Person that is an Affiliate or such an entity shall not be excluded under this paragraph (h) if such Person is an Affiliate or such an entity solely because it is controlled by BRS or a fund managed by BRS; (ih) that is the obligation of an Account Debtor that is the United States or Canadian government or a political subdivision thereof, or any state, county, province county or municipality (other than the City of Chicago) or department, agency or instrumentality thereof unless Agent, in its sole discretion, has agreed to the contrary in writing and such Borrower, if necessary or desirablenecessary, has complied with respect to such obligation with the Federal Assignment of Claims Act of 1940, any Canadian equivalent thereof, or any applicable state, county or municipal law restricting assignment thereof, with respect to of such obligation; provided, so long as no Default or Event of Default shall have occurred and be continuing, Accounts described in this Section 1.6(i) and identified to the Agent pursuant to Section 5.10 shall be deemed Eligible Accounts to the extent such Accounts in the aggregate outstanding at any time do not exceed $1,500,000 and otherwise meet the eligibility criteria set forth in this Section 1.6; (ji) that is the obligation of an Account Debtor located in a foreign country other than Canada (excluding the provinces of Quebec, Newfoundland, the Northwest Territories and the Territory of Nunavit), ) unless (i) payment thereof is assured by a letter of credit assigned and delivered to Agent, reasonably satisfactory to Agent as to form, amount and issuerissuer or (ii)(A) Agent's Lien thereon, on behalf of itself and Lenders, is a first priority perfected Lien and Agent has received documents reflecting and perfecting such Lien, in form and substance reasonably acceptable to Agent, (B) Agent is satisfied, in its reasonable credit judgment, with the collectibility and enforceability of such Account and Lien and (C) Agent is otherwise satisfied, in its reasonable credit judgment, with such Account Debtor and such foreign country (including, without limitation, the laws of such foreign country for the benefit of secured creditors and the business realities of being a secured creditor lending on Accounts owing from an Account Debtor located in such foreign country); (kj) to the extent such Borrower or any Subsidiary thereof is liable for goods sold or services rendered by the applicable Account Debtor to such Borrower or any Subsidiary thereof but only to the extent of the potential offset; (lk) that arises with respect to goods that are delivered on a xxxx-xxxx- and-hold, cash-on-delivery basis or placed on consignment, guaranteed sale or other terms by reason of which the payment by the Account Debtor is or may be conditional; (ml) that is in default; provided, that, without limiting the generality of the foregoing, an Account shall be deemed in default upon the occurrence of any of the following: (i) the Account is not paid within the earlier of: sixty (60) days following its due date or ninety (90) days following its original invoice date; (ii) the Account Debtor obligated upon such Account suspends business, makes a general assignment for the benefit of creditors or fails to pay its debts generally as they come due; or (iii) a petition is filed by or against any Account Debtor obligated upon such Account under any bankruptcy law or any other federal, state or foreign (including any provincial) receivership, insolvency relief or other law or laws for the relief of debtors; (nm) that is the obligation of an Account Debtor if fifty percent (50%) or more of the Dollar dollar amount of all Accounts owing by that Account Debtor are ineligible under the other criteria set forth in paragraph (m) of this Section 1.6;1.6(1)(i); ----------------- (on) as to which Agent’s 's Lien thereon, on behalf of itself and Lenders, is not a first priority perfected Lien; (po) as to which any of the representations or warranties pertaining to Accounts set forth in this Agreement, the Security Agreement or any other Loan Documents are Document is untrue; (qp) to the extent such Account is evidenced by a judgment, Instrument or Chattel Paper; (rq) to the extent that such Account, together with all other Accounts owing by such Account Debtor and its Affiliates as of any date of determination exceeds any credit limit established by Agent, in its reasonable credit judgment;fifteen percent (15%) of all Eligible Accounts; or (sr) that is payable in any currency other than Dollars unless (i) such Account is payable in Canadian Dollars; or , (tii) that is otherwise unacceptable at least $500,000 (or the foreign currency equivalent thereof) of Accounts are payable in Canadian Dollars, and (iii) Borrower has hedged all foreign currency risks of having such Account payable in Canadian Dollars pursuant to a hedge agreement on terms and with provisions reasonably satisfactory to Agent and Agent, on behalf of itself and Lenders, is a direct beneficiary of such hedge agreement; provided, however, -------- ------- that the maximum amount of Accounts payable in its reasonable credit judgmentCanadian Dollars, in the aggregate, which are included as Eligible Accounts pursuant to this clause (r) shall in no event exceed $10,000,000 (or the foreign currency equivalent thereof).

Eligible Accounts. All On the report of Accounts (delivered to the Bank monthly pursuant to Section 7.1(B)(iv) and as provided in Section 5.6), the Borrowers shall designate which of the Accounts owned by any Borrower and reflected in listed thereon the most recent Borrowing Base Certificate delivered by such Borrower Borrowers believe to Agent shall be “Eligible Accounts” for purposes of this Agreement, except any Account Accounts pursuant to which any of the exclusionary criteria (other than that set forth below applieson clause (J), below). In addition, Agent reserves the right, at any time The Bank shall review such report and from time to time after the Closing Date, to adjust any of the criteria set forth below, to establish new criteria and to adjust advance rates with respect to Eligible Accountsdetermine, in its reasonable credit judgment sole discretion (exercised in good faith), which Accounts listed thereon shall be deemed an "Eligible Account"; providedthe Bank shall have no obligation whatsoever to accept the designations of the Borrowers. In determining which Accounts will be "Eligible Accounts", that (i) any increase of any advance rate above its Original Advance Rate the Bank may, inter alia, consider the following requirements: The Account is subject to a perfected first priority Lien in favor of the approval of all Lenders Bank and is due no more than thirty (ii30) any adjustment by Agent to any criterion set forth below that results in such criterion being less restrictive than as in effect on the Closing Date shall be subject to approval of Requisite Lenders. Eligible Accounts shall not include any Account of any Borrower: (a) which does not arise days from the sale date of invoice under the original terms of shipment or service, arises from the delivery of goods or the performance of services by such a Borrower in the ordinary course of its business;, conforms to the warranties and representations set forth in Section 6.2 and: (bA) is an Account upon which (i) such Borrower’s 's right to receive payment is absolute and not contingent upon any further performance or delivery or the fulfillment of any condition by whatsoever (e.g., consignment or guaranteed sale) and does not include any sales or other taxes, and such Borrower has possession of, or (ii) has delivered or will deliver as required hereunder to the Bank, copies of invoices, shipping and delivery receipts evidencing such Borrower is not able to bring suit performance or otherwise enforce its remedies against the Account Debtor through judicial processshipment; (cB) to is unpaid for not more than thirty (30) days following the extent that any defense, counterclaim, setoff or dispute is asserted as to such Accountdue date of the invoice therefor; (dC) if the Account represents does not arise from a progress billing consisting of sale or sales to an invoice Affiliate or from a consumer transaction (being one for goods sold primarily personal, family or used or services rendered pursuant to a contract under which the Account Debtor’s obligation to pay that invoice is subject to such Borrower’s completion of further performance under such contracthousehold purposes); (eD) that is not a true and correct statement of bona fide indebtedness incurred in the amount of the Account for merchandise sold to or services rendered and accepted by the applicable Account Debtor; (f) with respect to which an invoice, that is not unacceptable to Agent (in its reasonable judgment) in form and substance, has not been sent to the applicable Account Debtor; (g) (i) that is not owned by such Borrower or (ii) to the extent it is subject to any right, claim, security interest or other interest of any other Person, other than Liens in favor of Agent, on behalf of itself and Lenders, and Trustee, on behalf of the holders of Senior Notes; (h) that arises from a sale to any director, officer, other employee or Affiliate of any Credit Party, or to any entity that has any common officer or director with any Credit Party; provided, however, that a sale to any Person that is an Affiliate or such an entity shall not be excluded under this paragraph (h) if such Person is an Affiliate or such an entity solely because it is controlled by BRS or a fund managed by BRS; (i) that is the obligation of an Account Debtor that is the United States or Canadian government or a political subdivision thereof, or any state, county, province or municipality or department, agency or instrumentality thereof unless Agent, in its sole discretion, has agreed to the contrary in writing and such Borrower, if necessary or desirable, has complied with the Federal Assignment of Claims Act of 1940, any Canadian equivalent thereof, or any applicable state, county or municipal law restricting assignment thereof, with respect to such obligation; provided, so long as no Default or Event of Default shall have occurred and be continuing, Accounts described in this Section 1.6(i) and identified to the Agent pursuant to Section 5.10 shall be deemed Eligible Accounts to the extent such Accounts in the aggregate outstanding at any time do not exceed $1,500,000 and otherwise meet the eligibility criteria set forth in this Section 1.6; (j) that is the obligation of an Account Debtor located in a foreign country other than Canada (excluding the provinces of NewfoundlandCanada, the Northwest Territories and the Territory of Nunavit), unless payment thereof is assured except those foreign Accounts supported by a letter of credit acceptable to the Bank which letter of credit is confirmed or issued by a United States bank or other bank acceptable to the Bank or is an Eligible Account insured by the Foreign Credit Insurance Association, provided that the letter of credit or insurance in respect of such foreign Accounts is assigned to the Bank by assignments in form and delivered to Agent, reasonably substance satisfactory to Agent as to form, amount and issuerthe Bank; (kE) to does not arise from a contract containing a prohibition against the extent such Borrower assignment or any Subsidiary thereof is liable for goods sold or services rendered by the applicable Account Debtor to such Borrower or any Subsidiary thereof but only to the extent grant of the potential offseta security interest therein; (lF) is not an Account from the United States of America or any state thereof, or any department, administration, agency or instrumentality of any thereof, unless the Bank is satisfied that arises with respect its security interest in such Account has been perfected pursuant to goods that are delivered on a xxxx-and-hold, cash-on-delivery basis the Federal Assignment of Claims Act or placed on consignment, guaranteed sale or other terms by reason of which the payment by the Account Debtor is or may be conditionalequivalent state statute; (mG) that is in default; provided, that, without limiting the generality of the foregoing, not an Account shall be deemed in default upon the occurrence of any of the following: (i) the Account is not paid within the earlier of: sixty (60) days following its due date or ninety (90) days following its original invoice date; (ii) the an Account Debtor obligated upon such Account suspends who has suspended business, makes made a general assignment for the benefit of creditors creditors, committed any act of insolvency, filed or fails to pay its debts generally as they come due; or (iii) a has had filed against it any petition is filed by or against any Account Debtor obligated upon such Account under any bankruptcy law or any other federal, state or foreign (including any provincial) receivership, insolvency relief or other law or laws for the relief of debtors; (nH) that is not evidenced by an Instrument, Chattel Paper or other written agreement (other than invoices), unless the obligation Instrument or Chattel Paper evidencing the Account has been delivered to and endorsed in favor of the Bank; (I) is not an Account of an Account Debtor if fifty percent (50%) who shall have objected to paying such Account, or more any portion thereof, as a result of an objection to the Dollar amount quality or quantity of all Accounts owing goods or services provided by that Account Debtor are ineligible under the other criteria set forth in paragraph (m) of this Section 1.6such Borrower, or shall have rejected, returned or refused to accept such goods or services; (oJ) as to which Agent’s Lien thereon, on behalf of itself and Lenders, is not a first priority perfected Lien; (p) as to an Account which any of the representations or warranties is, in the Loan Documents are untrue; Bank's good faith judgment, (qi) to the extent such Account of an Account Debtor which is evidenced by a judgment; an undue credit risk or (rii) to the extent such Account exceeds any credit limit established by Agent, in its reasonable credit judgment; (s) that is payable in any currency other than Dollars; or (t) that is otherwise unacceptable to Agent in its reasonable credit judgmentthe Bank.

Eligible Accounts. All of the Accounts owned by any Borrower and reflected in the most recent Borrowing Base Certificate delivered by such Borrower to Agent shall be “Eligible Accounts” for purposes " include all of this AgreementBorrowers' Accounts other than the following, except any Account to which any of the exclusionary criteria set forth below applies. In addition, unless approved in writing by Administrative Agent reserves the right, at any time and from time to time after the Closing Date, to adjust any of the criteria set forth below, to establish new criteria and to adjust advance rates with respect to Eligible Accounts, in its reasonable credit judgment exercised in good faith; provided, that each case: (i) any increase of any advance rate above its Original Advance Rate is subject Account with respect to the approval of all Lenders which Administrative Agent does not have a valid and enforceable, perfected first priority Security Interest; (ii) any adjustment by Agent to Account which remains unpaid as of 90 days after the original date of the applicable invoice, including, without limitation any criterion set forth below that results in such criterion being less restrictive than as in effect on the Closing Date shall be subject to approval of Requisite Lenders. Eligible Accounts shall not include Lease-in-Process Inventory; (iii) any Account of any Borrower: (a) which does not arise from a single Account Debtor if 50% or more of the sale balances due on all Accounts of goods or the performance of services by such Borrower in the ordinary course of its business; (b) upon which Account Debtor are ineligible under clause (i) such Borrower’s right to receive payment is contingent upon the fulfillment of any condition by such Borrower or (ii); (iv) such Borrower is not able to bring suit or otherwise enforce its remedies against the any Account Debtor through judicial process; (c) to the extent that any defense, counterclaim, setoff or dispute is asserted as to such Account; (d) if the Account represents a progress billing consisting of an invoice for goods sold or used or services rendered pursuant to a contract under which the Account Debtor’s obligation to pay that invoice is subject to such Borrower’s completion of further performance under such contract; (e) that is not a true and correct statement of bona fide indebtedness incurred in the amount of the Account for merchandise sold to or services rendered and accepted by the applicable Account Debtor; (f) with respect to which the Account Debtor is a Borrower, a Subsidiary or an invoiceAffiliate thereof or an employee or officer of Borrower or any Subsidiary or Affiliate thereof; (v) any Account with respect to which the Account Debtor does not maintain its chief executive office within the United States and any Account with respect to which the Account Debtor is the government of any foreign country or any municipality or other political subdivision thereof, that or any department, agency, public corporation or other instrumentality thereof; (vi) any Account which is created from the rental or lease of any Inventory not unacceptable owned by Borrower; (vii) any Account with respect to Agent goods or services whose delivery or performance has been rejected by the Account Debtor or whose earlier acceptance has been revoked; (in its reasonable judgmentviii) in form and substance, any Account arising from the delivery of goods or performance of services for which an invoice has not been sent to the applicable Account Debtor; Debtor within ten days after such delivery or performance; (gix) (i) that is not owned any Account owing by such Borrower or (ii) to the extent it is subject to any right, claim, security interest or other interest of any other Person, other than Liens in favor of Agent, on behalf of itself and Lenders, and Trustee, on behalf of the holders of Senior Notes; (h) that arises from a sale to any director, officer, other employee or Affiliate of any Credit Party, or to any entity that has any common officer or director with any Credit Party; provided, however, that a sale to any Person that is an Affiliate or such an entity shall not be excluded under this paragraph (h) if such Person is an Affiliate or such an entity solely because it is controlled by BRS or a fund managed by BRS; (i) that is the obligation of an Account Debtor that is the United States subject of a bankruptcy or Canadian government or a political subdivision thereofsimilar insolvency proceeding, has made an assignment for the benefit of creditors, has acknowledged that it is unable to pay its debts as they mature, or any statewhose assets have been transferred to a receiver or trustee, county, province or municipality or department, agency or instrumentality thereof unless Agent, in its sole discretion, who has agreed to the contrary in writing and such Borrower, if necessary or desirable, has complied with the Federal Assignment of Claims Act of 1940ceased business as a going concern; (x) except Lease-in-Process Inventory, any Canadian equivalent thereof, or any applicable state, county or municipal law restricting assignment thereof, Account with respect to such obligation; providedwhich the Account Debtor's obligation to pay the Account is conditional upon the Account Debtor's approval or is otherwise subject to any repurchase obligation or return right, so long as no Default or Event of Default shall have occurred and be continuing, Accounts described in this Section 1.6(i) and identified to the Agent pursuant to Section 5.10 shall be deemed Eligible Accounts to the extent such Accounts in the aggregate outstanding at any time do not exceed $1,500,000 and otherwise meet the eligibility criteria set forth in this Section 1.6; (j) that is the obligation of an Account Debtor located in a foreign country other than Canada (excluding the provinces of Newfoundland, the Northwest Territories and the Territory of Nunavit), unless payment thereof is assured by a letter of credit assigned and delivered to Agent, reasonably satisfactory to Agent as to form, amount and issuer; (k) to the extent such Borrower or any Subsidiary thereof is liable for goods sold or services rendered by the applicable Account Debtor to such Borrower or any Subsidiary thereof but only to the extent of the potential offset; (l) that arises with respect to goods that are delivered sales made on a xxxxbill-and-hold, cashguarantied xxxe, sale-onand-delivery basis or placed return, sale on consignment, guaranteed sale or other terms by reason of which the payment by the Account Debtor is or may be conditional; (m) that is in default; provided, that, without limiting the generality of the foregoing, an Account shall be deemed in default upon the occurrence of any of the following: (i) the Account is not paid within the earlier of: sixty (60) days following its due date or ninety (90) days following its original invoice date; (ii) the Account Debtor obligated upon such Account suspends business, makes a general assignment for the benefit of creditors or fails to pay its debts generally as they come due; or (iii) a petition is filed by or against any Account Debtor obligated upon such Account under any bankruptcy law or any other federal, state or foreign (including any provincial) receivership, insolvency relief or other law or laws for the relief of debtors; (n) that is the obligation of an Account Debtor if fifty percent (50%) or more of the Dollar amount of all Accounts owing by that Account Debtor are ineligible under the other criteria set forth in paragraph (m) of this Section 1.6; (o) as to which Agent’s Lien thereon, on behalf of itself and Lenders, is not a first priority perfected Lien; (p) as to which any of the representations or warranties in the Loan Documents are untrue; (q) to the extent such Account is evidenced by a judgment; (r) to the extent such Account exceeds any credit limit established by Agent, in its reasonable credit judgment; (s) that is payable in any currency other than Dollars; or (t) that is otherwise unacceptable to Agent in its reasonable credit judgment.approval

Eligible Accounts. All The Eligible Accounts are bona fide existing payment obligations of Account Debtors created by the Accounts owned by any Borrower sale and reflected delivery of Inventory or the rendition of services to such Account Debtors in the most recent Borrowing Base Certificate delivered by ordinary course of Subsidiary Borrower's business, owed to Subsidiary Borrower without known defenses, disputes, offsets, counterclaims, or rights of return or cancellation. As to each Eligible Account, such Borrower to Agent shall be “Eligible Accounts” for purposes of this Agreement, except any Account to which any of the exclusionary criteria set forth below applies. In addition, Agent reserves the right, at any time and from time to time after the Closing Date, to adjust any of the criteria set forth below, to establish new criteria and to adjust advance rates with respect to Eligible Accounts, in its reasonable credit judgment exercised in good faith; provided, that (i) any increase of any advance rate above its Original Advance Rate is subject to the approval of all Lenders and (ii) any adjustment by Agent to any criterion set forth below that results in such criterion being less restrictive than as in effect on the Closing Date shall be subject to approval of Requisite Lenders. Eligible Accounts shall not include any Account of any Borrowernot: (a) which does not arise from the sale owed by an employee, Affiliate, or agent of goods or the performance of services by such Borrower in the ordinary course of its business;Subsidiary Borrower, (b) upon which (i) such Borrower’s right to receive payment is contingent upon the fulfillment on account of any condition by such Borrower a transaction wherein goods were placed on consignment or (ii) such Borrower is not able to bring suit or otherwise enforce its remedies against the Account Debtor through judicial process; (c) to the extent that any defense, counterclaim, setoff or dispute is asserted as to such Account; (d) if the Account represents a progress billing consisting of an invoice for goods were sold or used or services rendered pursuant to a contract under which the Account Debtor’s obligation to pay that invoice is subject to such Borrower’s completion of further performance under such contract; (e) that is not a true and correct statement of bona fide indebtedness incurred in the amount of the Account for merchandise sold to or services rendered and accepted by the applicable Account Debtor; (f) with respect to which an invoiceguaranteed sale, that is not unacceptable to Agent (in its reasonable judgment) in form and substance, has not been sent to the applicable Account Debtor; (g) (i) that is not owned by such Borrower or (ii) to the extent it is subject to any right, claim, security interest or other interest of any other Person, other than Liens in favor of Agent, on behalf of itself and Lenders, and Trustee, on behalf of the holders of Senior Notes; (h) that arises from a sale to any directoror return, officera sale on approval, other employee or Affiliate of any Credit Partya bill xxx hold, or to on any entity that has any common officer or director with any Credit Party; provided, however, that a sale to any Person that is an Affiliate or such an entity shall not be excluded under this paragraph (h) if such Person is an Affiliate or such an entity solely because it is controlled by BRS or a fund managed by BRS; (i) that is the obligation of an Account Debtor that is the United States or Canadian government or a political subdivision thereof, or any state, county, province or municipality or department, agency or instrumentality thereof unless Agent, in its sole discretion, has agreed to the contrary in writing and such Borrower, if necessary or desirable, has complied with the Federal Assignment of Claims Act of 1940, any Canadian equivalent thereof, or any applicable state, county or municipal law restricting assignment thereof, with respect to such obligation; provided, so long as no Default or Event of Default shall have occurred and be continuing, Accounts described in this Section 1.6(i) and identified to the Agent pursuant to Section 5.10 shall be deemed Eligible Accounts to the extent such Accounts in the aggregate outstanding at any time do not exceed $1,500,000 and otherwise meet the eligibility criteria set forth in this Section 1.6; (j) that is the obligation of an Account Debtor located in a foreign country other than Canada (excluding the provinces of Newfoundland, the Northwest Territories and the Territory of Nunavit), unless payment thereof is assured by a letter of credit assigned and delivered to Agent, reasonably satisfactory to Agent as to form, amount and issuer; (k) to the extent such Borrower or any Subsidiary thereof is liable for goods sold or services rendered by the applicable Account Debtor to such Borrower or any Subsidiary thereof but only to the extent of the potential offset; (l) that arises with respect to goods that are delivered on a xxxx-and-hold, cash-on-delivery basis or placed on consignment, guaranteed sale or other terms by reason of which the payment by the Account Debtor is or may be conditional;, (mc) payable in a currency other than a Specified Currency, (d) owed by an Account Debtor that has or has asserted a right of setoff, has disputed its liability, or has made any claim with respect to its obligation to pay the account, (e) owed by an Account Debtor that is in default; provided, that, without limiting the generality subject to any Insolvency Proceeding or is not Solvent or as to which Subsidiary Borrower has received notice of an imminent Insolvency Proceeding or a material impairment of the foregoing, an financial condition of such Account shall be deemed in default upon the occurrence of any of the following:Debtor, (if) on account of a transaction as to which the goods giving rise to such Account is have not paid within the earlier of: sixty (60) days following its due date or ninety (90) days following its original invoice date; (ii) been shipped and billed to the Account Debtor obligated upon or the services giving rise to such Account suspends business, makes a general assignment for have not been performed and accepted by the benefit of creditors or fails to pay its debts generally as they come due; orAccount Debtor, (iiig) a petition is filed by or against any Account Debtor obligated upon such Account under any bankruptcy law or any other federal, state or foreign (including any provincial) receivership, insolvency relief right to receive progress payments or other law advance billxxxx xxxt are due prior to the completion of performance by Subsidiary Borrower of the subject contract for goods or laws for the relief of debtors;services, and (nh) that is the obligation of an Account Debtor if fifty percent (50%) or more of the Dollar amount of all Accounts owing by that Account Debtor are ineligible under the other criteria set forth in paragraph (m) of this Section 1.6; (o) as to which Agent’s Lien thereon, on behalf of itself and Lenders, is has not a first priority perfected Lien; (p) as to which any of the representations or warranties in the Loan Documents are untrue; (q) been billed to the extent such Account is evidenced by a judgment; (r) to the extent such Account exceeds any credit limit established by Agent, in its reasonable credit judgment; (s) that is payable in any currency other than Dollars; or (t) that is otherwise unacceptable to Agent in its reasonable credit judgmentcustomer.

Eligible Accounts. All of the Accounts owned by any Borrower each Credit Party and reflected in the most recent Borrowing Base Certificate delivered by such each Borrower to Applicable Agent shall be “Eligible Accounts” for purposes of this Agreement, further described in Schedule 1 to Exhibit 6.1(d), except any Account to which any of the exclusionary criteria set forth below applies. Each Agent shall have the right to establish or modify or eliminate Reserves against the applicable Eligible Accounts from time to time in its reasonable credit judgment acting in good faith. In addition, the Applicable Agent reserves the right, at any time and from time to time after the Closing DateDate and, absent an Event of Default upon three (3) Business Days’ prior notice to applicable Borrower Representative, to adjust any of the criteria set forth below, to establish new criteria and to adjust advance rates with respect to Eligible Accounts, in each case in its reasonable credit judgment exercised acting in good faith; provided, that (i) any increase of any advance rate above its Original Advance Rate is subject to the approval of all Supermajority Lenders and (ii) any adjustment by Agent to any criterion set forth below that results in such criterion being less restrictive than as the case of adjustments or new criteria or changes in advance rates which have the effect on the Closing Date shall be subject to approval of Requisite Lendersmaking more credit available. Eligible Accounts shall not include any Account of any BorrowerCredit Party: (a) which that does not arise from the sale of goods or the performance of services by such Borrower Credit Party in the ordinary course of its business; (b) upon which (i) upon which such BorrowerCredit Party’s right to receive payment is not absolute or is contingent upon the fulfillment of any condition by such Borrower whatsoever or (ii) as to which such Borrower Credit Party is not able to bring suit or otherwise enforce its remedies against the Account Debtor through judicial process; , or (c) to the extent that any defense, counterclaim, setoff or dispute is asserted as to such Account; (diii) if the Account represents a progress billing consisting of an invoice for goods sold or used or services rendered pursuant to a contract under which the Account Debtor’s obligation to pay that invoice is subject to such BorrowerCredit Party’s completion of further performance under such contractcontract or is subject to the equitable lien of a surety bond issuer; (ec) to the extent that any defense, counterclaim, setoff or dispute is asserted as to such Account (it being understood and agreed that (i) only the portion of the Account that is subject to such defense, counterclaim, setoff or dispute shall not be an Eligible Account and (ii) the remaining portion of such Account shall not be rendered ineligible under this clause (c)); (d) that is not a true and correct statement of bona fide indebtedness incurred in the amount of the Account for merchandise sold to or services rendered and accepted by the applicable Account Debtor; (fe) with respect to which an invoice, that is not unacceptable to Agent (in its reasonable judgment) in form and substance, invoice has not been sent to the applicable Account Debtor; (gf) that (i) that is not owned by such Borrower Credit Party or (ii) to the extent it is subject to any right, claim, security interest or other interest of any other Person, other than Liens in favor of Applicable Agent, on behalf of itself and Lenders, the applicable Lenders and Trustee, on behalf of the holders of Senior NotesPrior Claims that are unregistered and that secure amounts that are not yet due and payable; (hg) that arises from a sale to any director, officer, other employee or Affiliate of any Credit Party, or to any entity that has any common officer or director with of any Credit Party; provided, howeverother than any unrelated portfolio company of Sponsor, that a sale to Sponsor’s affiliates and any Person that is an Affiliate purchaser of the Subordinated Debt or such an entity shall not be excluded under this paragraph the Senior Notes; (h) if such Person that is the obligation of an Affiliate Account Debtor that is the United States government or a political subdivision thereof, or any state, county or municipality or department, agency or instrumentality thereof unless Applicable Agent, in its sole discretion, has agreed to the contrary in writing or such an entity solely because it is controlled by BRS Credit Party, if necessary, has complied with respect to such obligation with the Federal Assignment of Claims Act of 1940, or a fund managed by BRSany applicable state, county or municipal law restricting the assignment thereof with respect to such obligation; (i) that is the obligation of an Account Debtor that is the United States or Canadian government (Her Majesty The Queen in Right of Canada) or a political subdivision thereof, or any state, county, province or territory, or any municipality or department, agency or instrumentality thereof thereof, unless Agent, in its sole discretion, has (i) Lenders have agreed to the contrary in writing and writing, (ii) such BorrowerAccount is assignable by way of security or (iii) such Credit Party, if necessary or desirablenecessary, has complied with the Federal Assignment of Claims Financial Administration Act of 1940, (Canada) and any Canadian equivalent thereofamendments thereto, or any applicable stateterritorial, provincial, county or municipal law of similar purpose and effect restricting the assignment thereof, thereof with respect to such obligation; provided, so long as no Default or Event of Default shall have occurred and be continuing, Accounts described in this Section 1.6(i) and identified to the Agent pursuant to Section 5.10 shall be deemed Eligible Accounts to the extent such Accounts in the aggregate outstanding at any time do not exceed $1,500,000 and otherwise meet the eligibility criteria set forth in this Section 1.6; (j) that is the obligation of an Account Debtor located in a foreign country other than the United States or Canada (excluding the provinces of Newfoundland, the Northwest Territories and the Territory of Nunavit), unless payment thereof is assured by a letter of credit assigned and delivered to Applicable Agent, reasonably satisfactory to such Agent as to form, amount and issuer; (k) to the extent such Borrower or any Subsidiary thereof Credit Party is liable for goods sold or services rendered by the applicable Account Debtor to such Borrower or any Subsidiary thereof Credit Party but only to the extent of the potential offset; (l) that arises with respect to goods that are delivered on a xxxx-and-hold, cash-on-delivery basis or placed on consignment, guaranteed sale or other terms by reason of which the payment by the Account Debtor is or may be conditional; (m) that is in default; provided, that, without limiting the generality of the foregoing, an Account shall be deemed in default upon the occurrence of any of the following: (i) the Account is not paid within the earlier of: sixty (60) 60 days following its due date or ninety (90) 90 days following its original invoice date; (ii) the Account Debtor obligated upon such Account suspends business, makes a general assignment for the benefit of creditors or fails to pay its debts generally as they come due; or (iii) a petition is filed by or against any Account Debtor obligated upon such Account under any bankruptcy law or any other federal, state or foreign (including any provincial) receivership, insolvency relief or other law or laws for the relief of debtorsdebtors until such time, if ever, as such petition is dismissed; (n) that is the obligation of an Account Debtor if fifty percent (50%) % or more of the Dollar amount of all Accounts owing by that Account Debtor are ineligible under the other criteria set forth in paragraph (m) of this Section 1.61.8 (other than clauses (a), (b), (d), (e), (f), or (l) hereof); (o) as to which Applicable Agent’s Lien thereon, on behalf of itself and the applicable Lenders, is not a first priority perfected Lien; (p) as to which any of the representations or warranties in the Loan Documents are untrue; (q) to the extent such Account is evidenced by a judgment, Instrument or Chattel Paper; (r) to the extent such Account exceeds any credit limit established by the Applicable Agent, in its reasonable credit judgmentjudgment acting in good faith, following prior written or electronic notice of such limit by Applicable Agent to Applicable Borrower Representative; (s) to the extent that such Account, together with all other Accounts owing to such Account Debtor and its Affiliates as of any date of determination exceed 20% of all Eligible Accounts of all Credit Parties; (t) that is payable in any currency other than Dollars or Canadian Dollars; or (tu) that is otherwise unacceptable to the Applicable Agent in its reasonable credit judgment acting in good faith. For the purpose of valuing Canadian Credit Parties’ Eligible Accounts denominated in Canadian Dollars, the amount of such Eligible Accounts shall be converted into the Equivalent Amount thereof in Dollars on the last Business Day of each Fiscal Month; provided, that Canadian Agent reserves the right to adjust, at any time in its reasonable credit judgment, the value of Canadian Dollars of such Eligible Accounts to take into account currency rate exchange fluctuations since the last valuation thereof.

Eligible Accounts. All of the Accounts owned by any Borrower one or more of the Eligible Credit Parties and reflected in the most recent Borrowing Base Certificate delivered by such Borrower to Agent shall be “"Eligible Accounts” " for purposes of this Agreement, except any Account to which any of the exclusionary criteria set forth below applies. Agent shall have the right to establish or modify or eliminate Reserves against Eligible Accounts from time to time in its reasonable credit judgment. In addition, Agent reserves the right, at any time and from time to time after the Closing Date, to adjust any of the criteria set forth below, to establish new criteria and to adjust advance rates with respect to Eligible Accounts, in its reasonable credit judgment exercised in good faith; providedfor reasons relating to any Credit Party, that (i) any increase Credit Party's business or industry and/or the Agent's ability to collect or realize the full value of any advance rate above its Original Advance Rate is Collateral, subject to the approval of all Supermajority Revolving Lenders and (ii) any adjustment by Agent to any criterion set forth below that results in such criterion being less restrictive than as the case of adjustments or new criteria or changes in advance rates or the elimination of Reserves which have the effect on the Closing Date shall be subject to approval of Requisite Lendersmaking more credit available. Eligible Accounts shall not include any Account of any BorrowerEligible Credit Party: (a) which that does not arise from the sale of goods or the performance of services by such Borrower Eligible Credit Party in the ordinary course of its business; (b) upon which (i) upon which the right of such Borrower’s right Eligible Credit Party to receive payment is not absolute or is contingent upon the fulfillment of any condition by such Borrower whatsoever or (ii) as to which such Borrower Eligible Credit Party is not able to bring suit or otherwise enforce its remedies against the Account Debtor through judicial process; , or (c) to the extent that any defense, counterclaim, setoff or dispute is asserted as to such Account; (diii) if the Account represents a progress billing consisting of an invoice for goods sold or used or services rendered pursuant to a contract under which the Account Debtor’s 's obligation to pay that invoice is subject to such Borrower’s Eligible Credit Party's completion of further performance under such contractcontract or is subject to the equitable lien of a surety bond issuer; (ec) to the extent that any defense, counterclaim, setoff or dispute is asserted as to such Account; (d) that is not a true and correct statement of bona fide indebtedness incurred in the amount of the Account for merchandise sold to or services rendered and accepted by the applicable Account Debtor; (fe) with respect to which an invoice, that is not unacceptable to Agent (in its reasonable judgment) in form and substance, invoice has not been sent to the applicable Account Debtor; (gf) that (i) that is not owned by such Borrower Eligible Credit Party or (ii) to the extent it is subject to any right, claim, security interest or other interest of any other Person, other than Liens in favor of Agent, on behalf of itself and Lenders, and Trustee, on behalf of the holders of Senior Notes; (hg) that arises from a sale to any director, officer, other employee or Affiliate of any Credit Party, or to any entity that has any common officer or director with any Credit Party; provided, however, that a sale to any Person that is an Affiliate or such an entity shall not be excluded under this paragraph (h) if such Person is an Affiliate or such an entity solely because it is controlled by BRS or a fund managed by BRS; (ih) that is the obligation of an Account Debtor that is the United States or Canadian government or a political subdivision thereof, or any state, county, province county or municipality or department, agency or instrumentality thereof unless Agent, in its sole discretion, has agreed to the contrary in writing and such BorrowerEligible Credit Party, if necessary or desirable, has complied with respect to such obligation with the Federal Assignment of Claims Act of 1940, any Canadian equivalent thereof, or any applicable state, county or municipal law restricting the assignment thereof, thereof with respect to such obligation; provided, so long as no Default or Event of Default shall have occurred and be continuing, Accounts described in this Section 1.6(i) and identified to the Agent pursuant to Section 5.10 shall be deemed Eligible Accounts to the extent such Accounts in the aggregate outstanding at any time do not exceed $1,500,000 and otherwise meet the eligibility criteria set forth in this Section 1.6; (ji) that is the obligation of an Account Debtor located in a foreign country other than Canada (excluding the provinces province of Newfoundland, the Northwest Territories and the Territory of Nunavit), ) unless payment thereof is assured by a letter of credit assigned and delivered to Agent, reasonably satisfactory to Agent as to form, amount and issuer; (kj) to the extent such Borrower Eligible Credit Party or any Subsidiary thereof of its Subsidiaries is liable for goods sold or services rendered by the applicable Account Debtor to such Borrower Eligible Credit Party or any Subsidiary thereof of its Subsidiaries but only to the extent of the potential offset; (lk) that arises with respect to goods that are delivered on a xxxxbill-and-hold, cash-on-delivery basis or placed on consignment, guaranteed guarxxxxed sale or other terms by reason of which the payment by the Account Debtor is or may be conditional; (ml) that is in default; provided, that, without limiting the generality of the foregoing, an Account shall be deemed in default upon the occurrence of any of the following: (i) the Account is not paid within the earlier of: sixty (60) 60 days following its due date or ninety (90) 90 days following its original invoice date; (ii) the Account Debtor obligated upon such Account suspends business, makes a general assignment for the benefit of creditors or fails to pay its debts generally as they come due; or (iii) a petition is filed by or against any Account Debtor obligated upon such Account under any bankruptcy law or any other federal, state or foreign (including any provincial) receivership, insolvency relief or other law or laws for the relief of debtors; (nm) that is the obligation of an Account Debtor if fifty percent (50%) % or more of the Dollar amount of all Accounts owing by that Account Debtor are ineligible under the other criteria set forth in paragraph (m) of this Section 1.6; (on) as to which Agent’s 's Lien thereon, on behalf of itself and Lenders, is not a first priority perfected Lien; (po) as to which any of the representations or warranties in the Loan Documents are untrue; (qp) to the extent such Account is evidenced by a judgment, Instrument or Chattel Paper; (rq) to the extent such Account exceeds any credit limit established by Agent, in its reasonable credit judgment; (r) to the extent that such Account, together with all other Accounts owing by such Account Debtor and its Affiliates as of any date of determination exceed 20% of all otherwise Eligible Accounts (provided, however that on and after the first anniversary of the Closing Date, Accounts owing by an Approved Obligor and its Affiliates which constitute less than 25% of all otherwise Eligible Accounts shall not be deemed ineligible pursuant to this clause (r)); (s) that is payable in any currency other than Dollars or Canadian Dollars; or (t) that is otherwise unacceptable to Agent in its reasonable credit judgmentjudgment for reasons relating to any Credit Party, any Credit Party's business or industry and/or the Agent's ability to collect or realize the full value of any Collateral.

Eligible Accounts. All of the Accounts owned by any Borrower and reflected in the most recent Borrowing Base Certificate delivered by such Borrower to Agent shall be “"Eligible Accounts” " for purposes of this Agreement, except any Account to which any of the exclusionary criteria set forth below applies. Agent shall have the right to establish, modify or eliminate Reserves against Eligible Accounts from time to time in its reasonable credit judgment. In addition, Agent reserves the right, at any time and from time to time after the Closing Date, to adjust any of the criteria set forth below, to establish new criteria and to adjust advance rates with respect to Eligible Accounts, in its reasonable credit judgment exercised in good faith; providedjudgment, that (i) any increase of any advance rate above its Original Advance Rate is subject to the approval of all Supermajority Revolving Lenders and (ii) any adjustment by Agent to any criterion set forth below that results in such criterion being less restrictive than as the case of changes in advance rates which have the effect on the Closing Date shall be subject to approval of Requisite Lendersmaking more credit available. Eligible Accounts shall not include any Account of any Borrower: (a) which that does not arise from the sale of goods or the performance of services by such Borrower in the ordinary course of its business; (bi) upon which (i) such Borrower’s 's right to receive payment is not absolute or is contingent upon the fulfillment of any condition by such Borrower whatsoever or (ii) such as to which Borrower is not able to bring suit or otherwise enforce its remedies against the Account Debtor through judicial process; process or (c) to the extent that any defense, counterclaim, setoff or dispute is asserted as to such Account; (diii) if the Account represents a progress billing consisting of an invoice for goods sold or used or services rendered pursuant to a contract under which the Account Debtor’s 's obligation to pay that invoice is subject to such Borrower’s 's completion of further performance under such contractcontract or is subject to the equitable lien of a surety bond issuer; (ec) in the event that any defense, counterclaim, setoff or dispute is asserted as to such Account; (d) that is not a true and correct statement of bona fide indebtedness incurred in the amount of the Account for merchandise sold to or services rendered and accepted by the applicable Account Debtor; (fe) with respect to which an invoice, that is not unacceptable reasonably acceptable to Agent (in its reasonable judgment) in form and substance, has not been sent to the applicable Account Debtor; (gf) that (i) that is not owned by such Borrower or (ii) to the extent it is subject to any right, claim, security interest or other interest of any other Person, other than Liens in favor of Agent, on behalf of itself and Lenders, and Trustee, on behalf of the holders of Senior Notes; (hg) that arises from a sale to any director, officer, other employee or Affiliate of any Credit Party, or to any entity that has any common officer or director with any Credit Party; provided, however, that a sale to any Person that is an Affiliate or such an entity shall not be excluded under this paragraph (h) if such Person is an Affiliate or such an entity solely because it is controlled by BRS or a fund managed by BRS; (ih) that is the obligation of an Account Debtor that is the United States or Canadian government or a political subdivision thereof, or any state, county, province county or municipality or department, agency or instrumentality thereof unless Agent, in its sole discretion, has agreed to the contrary in writing and such Borrower, if necessary or desirable, has complied with respect to such obligation with the Federal Assignment of Claims Act of 1940, any Canadian equivalent thereof, or any applicable state, county or municipal law restricting assignment thereof, with respect to such obligation; provided, so long as no Default or Event of Default shall have occurred and be continuing, Accounts described in this Section 1.6(i) and identified to the Agent pursuant to Section 5.10 shall be deemed Eligible Accounts to the extent such Accounts in the aggregate outstanding at any time do not exceed $1,500,000 and otherwise meet the eligibility criteria set forth in this Section 1.6; (ji) that is the obligation of an Account Debtor located in a foreign country other than Canada (excluding the provinces province of Newfoundland, the Northwest Territories and the Territory of Nunavit), ) unless payment thereof is assured by a letter of credit assigned and delivered to Agent, reasonably satisfactory to Agent as to form, amount and issuer; (kj) to the extent such Borrower or any Subsidiary thereof is liable for goods sold or services rendered by the applicable Account Debtor to such Borrower or any Subsidiary thereof but only to the extent of the potential offset; (lk) that arises with respect to goods that are delivered on a xxxxbill-and-hold, cash-on-delivery basis or placed on consignment, guaranteed guxxxxteed sale or other terms by reason of which the payment by the Account Debtor is or may be conditional; (ml) that is in default; provided, that, without limiting the generality of the foregoing, an Account shall be deemed in default upon the occurrence of any of the following: (i) the Account is not paid within the earlier of: sixty (60) 60 days following its due date or ninety (90) 90 days following its original invoice date; (ii) the Account Debtor obligated upon such Account suspends business, makes a general assignment for the benefit of creditors or fails to pay its debts generally as they come due; or (iii) a petition is filed by or against any Account Debtor obligated upon such Account under any bankruptcy law or any other federal, state or foreign (including any provincial) receivership, insolvency relief or other law or laws for the relief of debtors; (nm) that is the obligation of an Account Debtor if fifty percent (50%) % or more of the Dollar amount of all Accounts owing by that Account Debtor are ineligible under the other criteria set forth in paragraph (m) of this Section 1.6; (on) as to which Agent’s 's Lien thereon, on behalf of itself and Lenders, is not a first priority perfected Lien; (po) as to which any of the representations or warranties in the Loan Documents are untrue; (qp) to the extent such Account is evidenced by a judgment, Instrument or Chattel Paper; (rq) to the extent such Account exceeds any credit limit established by Agent, in its reasonable credit judgment; (r) to the extent that such Account, together with all other Accounts owing by such Account Debtor and its Affiliates as of any date of determination exceed 10% of all Eligible Accounts, except for such Account Debtor(s) approved in advance by Agent, for which the limit shall be 15%; (s) that is payable in any currency other than Dollars; or (t) that is otherwise unacceptable to Agent in its reasonable credit judgment.

Eligible Accounts. All As to each Account represented by the Borrower to be an "ELIGIBLE ACCOUNT" on a Borrowing Base Certificate, as of the Accounts owned by any Borrower and reflected in the most recent date of each such Borrowing Base Certificate delivered by such Borrower to Agent shall be “Eligible Accounts” for purposes of this Agreement, except any Account to which any of the exclusionary criteria set forth below applies. In addition, Agent reserves the right, at any time and from time to time after the Closing Date, to adjust any of the criteria set forth below, to establish new criteria and to adjust advance rates with respect to Eligible Accounts, in its reasonable credit judgment exercised in good faith; provided, that (i) any increase of any advance rate above its Original Advance Rate is subject to the approval of all Lenders and (ii) any adjustment by Agent to any criterion set forth below that results in such criterion being less restrictive than as in effect on the Closing Date shall be subject to approval of Requisite Lenders. Eligible Accounts shall not include any Account of any BorrowerCertificate: (a) which does not arise from the sale of goods or the performance of services by such Borrower Such Account arose in the ordinary course of its business;the business of an Obligor out of either a bona fide sale of Inventory by such Obligor, and in such case such Inventory has in fact been shipped to, and accepted and retained by, the appropriate account debtor or the sale has otherwise been consummated in accordance with such order, or services performed by such Obligor under an enforceable contract (other than those relating to training), and in such case such services have in fact been performed for the appropriate account debtor in accordance with such contract. (b) upon Such Account represents a legally valid and enforceable claim which (i) such Borrower’s right is due and owing to receive payment is contingent upon the fulfillment of any condition an Obligor by such Borrower account debtor and for such amount as is represented by such Obligor to the Bank on such Borrowing Base Certificate, such Account is due and payable not more than 30 days from the delivery of the related Inventory, or (ii) the performance of the related services, giving rise to such Borrower is Account and such Account has not able to bring suit or otherwise enforce its remedies against been due for more than 90 days from the Account Debtor through judicial process;date of invoice. (c) The unpaid balance of such Account as represented by an Obligor to the extent that Bank on such Borrowing Base Certificate is not subject to any defense, counterclaim, setoff setoff, credit, allowance or dispute adjustment by the account debtor because of returned, inferior or damaged Inventory or services, or for any other reason, except for customary discounts allowed by such Obligor in the ordinary course of business for prompt payment, and there is asserted as to no agreement between such Account;Obligor, the related account debtor and any other person for any rebate, discount, concession or release of liability, in whole or in part. (d) if The transactions leading to the creation of such Account represents a progress billing consisting of an invoice for goods sold or used or services rendered pursuant to a contract under which the Account Debtor’s obligation to pay that invoice is subject to such Borrower’s completion of further performance under such contract;comply with all applicable state and federal laws and regulations. (e) that is not An Obligor has granted to the Bank a true and correct statement of bona fide indebtedness incurred perfected security interest in the amount such Account (as an item of the Collateral) prior in right to all other persons (other than Permitted Liens), and such Account for merchandise sold has not been sold, transferred or otherwise assigned by such Obligor to or services rendered and accepted by any person, other than the applicable Account Debtor;Bank. (f) with respect to which an invoice, that Such Account is not unacceptable to Agent (in its reasonable judgment) in form represented by any note, trade acceptance, draft or other negotiable instrument or by any chattel paper, except any such as have been endorsed and substance, has not been sent delivered by an Obligor to the applicable Account Debtor;Bank on or prior to such Account's inclusion on such Borrowing Base Certificate. (g) (i) that is An Obligor has not owned by such Borrower or (ii) to the extent it is subject to any right, claim, security interest or other interest of any other Person, other than Liens in favor of Agent, on behalf of itself and Lenders, and Trustee, on behalf of the holders of Senior Notes; (h) that arises from a sale to any director, officer, other employee or Affiliate of any Credit Party, or to any entity that has any common officer or director with any Credit Party; provided, however, that a sale to any Person that is an Affiliate or such an entity shall not be excluded under this paragraph (h) if such Person is an Affiliate or such an entity solely because it is controlled by BRS or a fund managed by BRS; (i) that is the obligation of an Account Debtor that is the United States or Canadian government or a political subdivision thereof, or any state, county, province or municipality or department, agency or instrumentality thereof unless Agent, in its sole discretion, has agreed to the contrary in writing and such Borrower, if necessary or desirable, has complied with the Federal Assignment of Claims Act of 1940, any Canadian equivalent thereof, or any applicable state, county or municipal law restricting assignment thereofreceived, with respect to such obligation; providedAccount, so long as no Default or Event any notice of Default shall have occurred and be continuing, Accounts described in this Section 1.6(i) and identified to the Agent pursuant to Section 5.10 shall be deemed Eligible Accounts to death of the extent such Accounts in the aggregate outstanding at any time do not exceed $1,500,000 and otherwise meet the eligibility criteria set forth in this Section 1.6; (j) that is the obligation of an Account Debtor located in a foreign country other than Canada (excluding the provinces of Newfoundland, the Northwest Territories and the Territory of Nunavit), unless payment thereof is assured by a letter of credit assigned and delivered to Agent, reasonably satisfactory to Agent as to form, amount and issuer; (k) to the extent such Borrower related account debtor or any Subsidiary thereof is liable for goods sold or services rendered by the applicable Account Debtor to such Borrower or any Subsidiary thereof but only to the extent partner thereof, nor of the potential offset; (l) that arises with respect to goods that are delivered on dissolution, liquidation, termination of existence, insolvency, business failure, appointment of a xxxx-and-hold, cash-on-delivery basis or placed on consignment, guaranteed sale or other terms by reason of which the payment by the Account Debtor is or may be conditional; (m) that is in default; provided, that, without limiting the generality receiver for any part of the foregoingproperty of, an Account shall be deemed in default upon the occurrence of any of the following: (i) the Account is not paid within the earlier of: sixty (60) days following its due date or ninety (90) days following its original invoice date; (ii) the Account Debtor obligated upon such Account suspends business, makes a general assignment for the benefit of creditors by, or fails to pay its debts generally as they come due; orthe filing of a petition in bankruptcy or the commencement of any proceeding under any bankruptcy or insolvency laws by or against, such account debtor. (h) The account debtor on such Account is not: (i) an affiliate of an Obligor, (ii) the United States of America or any department, agency or instrumentality thereof, in any case other than in the case of a Medicare Receivable, (iii) a petition is filed by citizen or against resident of any Account Debtor obligated upon jurisdiction other than one of the United States or Canada, unless such Obligor has received a letter of credit in an amount equal to or greater than such Account under any bankruptcy law or any other federal, state or foreign (including any provincial) receivership, insolvency relief or other law or laws for issued by a financial institution acceptable to the relief of debtors;Bank and otherwise in form and substance satisfactory to the Bank, (niv) that is the obligation of an Account Debtor if fifty one which has more than twenty-five percent (5025%) or more of the Dollar amount aggregate Accounts owed by it which are more than 90 days past the date of all Accounts owing by that Account Debtor invoice (or, in the case of Home Care Receivables, are ineligible under not more than 120 days past the other criteria set forth in paragraph (m) date of this Section 1.6;invoice), or (ov) an account debtor whom the Bank has, in the exercise of such Bank's sole discretion, determined to be (based on such factors as the Bank deems appropriate) an ineligible account debtor and as to which Agent’s Lien thereonthe Bank has notified the Borrower, on behalf of itself and LendersPROVIDED, is HOWEVER, that any such notice shall not a first priority perfected Lien; (p) apply as to any Account of such account debtor which any of has been included on a Borrowing Base Certificate by the representations or warranties in the Loan Documents are untrue; (q) Borrower prior to the extent giving of such notice by the Bank and which meets each and every other requirement under this Agreement for the denomination of such Account is evidenced by a judgment; (r) to the extent such Account exceeds any credit limit established by Agent, in its reasonable credit judgment; (s) that is payable in any currency other than Dollars; or (t) that is otherwise unacceptable to Agent in its reasonable credit judgmentas an "ELIGIBLE ACCOUNT."

Eligible Accounts. All of the Accounts owned by any Borrower and reflected in the most recent Borrowing Base Certificate delivered by such Borrower to Agent shall be “"Eligible Accounts” " for purposes of this Agreement, except any Account to which any of the exclusionary criteria set forth below applies. Agent shall have the right to establish, modify or eliminate Reserves against Eligible Accounts from time to time in its reasonable credit judgment. In addition, Agent reserves the right, at any time and from time to time after the Closing Datedate hereof, to adjust any of the criteria set forth below, to establish new criteria and to adjust advance rates with respect to Eligible Accounts, in its reasonable credit judgment exercised in good faith; providedjudgment, that (i) any increase of any advance rate above its Original Advance Rate is subject to the approval of all Supermajority Revolving Lenders and (ii) any adjustment by Agent to any criterion set forth below that results in such criterion being less restrictive than as the case of adjustments, or new criteria or changes in advance rates which have the effect on the Closing Date shall be subject to approval of Requisite Lendersmaking more credit available. Eligible Accounts shall not include any Account of any Borrower: (a) which that does not arise from the sale of goods or the performance of services by such Borrower in the ordinary course of its business; (bi) upon which (i) such Borrower’s 's right to receive payment is not absolute or is contingent upon the fulfillment of any condition by such Borrower whatsoever or (ii) such as to which Borrower is not able to bring suit or otherwise enforce its remedies against the Account Debtor through judicial process; , or (c) to the extent that any defense, counterclaim, setoff or dispute is asserted as to such Account; (diii) if the Account represents a progress billing consisting of an invoice for goods sold or used or services rendered pursuant to a contract under which the Account Debtor’s 's obligation to pay that invoice is subject to such Borrower’s 's completion of further performance under such contractcontract or is subject to the equitable lien of a surety bond issuer; (ec) in the event that any defense, counterclaim, setoff or dispute is asserted as to such Account; (d) that is not a true and correct statement of bona fide indebtedness incurred in the amount of the Account for merchandise sold to or services rendered and accepted by the applicable Account Debtor; (fe) with respect to which an invoice, that is not unacceptable reasonably acceptable to Agent (in its reasonable judgment) in form and substance, has not been sent to the applicable Account Debtor; (gf) that (i) that is not owned by such Borrower or (ii) to the extent it is subject to any right, claim, security interest or other interest of any other Person, other than Liens in favor of Agent, on behalf of itself and Lenders, and TrusteePermitted Encumbrances of the type described in clauses (a), (d), (e), (g), (h), (j) or (l) of the definition of such term that are subordinate to the Lien in favor of Agent, on behalf of the holders of Senior Notesitself and Lenders; (hg) that arises from a sale to any director, officer, other employee or Affiliate of any Credit Party, or to any entity that has any common officer or director with any Credit Party; provided, however, that a sale to any Person that is an Affiliate or such an entity shall not be excluded under this paragraph (h) if such Person is an Affiliate or such an entity solely because it is controlled by BRS or a fund managed by BRS; (ih) that is the obligation of an Account Debtor that is the United States or Canadian government or a political subdivision thereof, or any state, county, province county or municipality or department, agency or instrumentality thereof unless Agent, in its sole discretion, has agreed to the contrary in writing and such Borrower, if necessary or desirable, has complied with respect to such obligation with the Federal Assignment of Claims Act of 1940, any Canadian equivalent thereof, or any applicable state, county or municipal law restricting the assignment thereof, thereof with respect to such obligation; provided, so long as no Default or Event of Default shall have occurred and be continuing, Accounts described in this Section 1.6(i) and identified to the Agent pursuant to Section 5.10 shall be deemed Eligible Accounts to the extent such Accounts in the aggregate outstanding at any time do not exceed $1,500,000 and otherwise meet the eligibility criteria set forth in this Section 1.6; (ji) that is the obligation of an Account Debtor located in a foreign country other than Canada (excluding the provinces of Newfoundland, the Northwest Territories and the Territory of Nunavit), unless payment thereof is assured by a letter of credit assigned and delivered to Agent, reasonably satisfactory to Agent as to form, amount and issuer; (kj) to the extent such Borrower or any Subsidiary thereof is liable for goods sold or services rendered by the applicable Account Debtor to such Borrower or any Subsidiary thereof but only to the extent of the potential offset; (lk) that arises with respect to goods that are delivered on a xxxx-and-hold, cash-on-delivery basis or placed on consignment, guaranteed sale or other terms by reason of which the payment by the Account Debtor is or may be conditional; (ml) that is in default; provided, that, without limiting the generality of the foregoing, an Account shall be deemed in default upon the occurrence of any of the following: (i) the Account is not paid within the earlier of: sixty (60) 60 days following its due date or ninety (90) 90 days following its original invoice date; (ii) the Account Debtor obligated upon such Account suspends business, makes a general assignment for the benefit of creditors or fails to pay its debts generally as they come due; or (iii) a petition is filed by or against any Account Debtor obligated upon such Account under any bankruptcy law or any other federal, state or foreign (including any provincial) receivership, insolvency relief or other law or laws for the relief of debtors; (nm) that is the obligation of an Account Debtor if fifty percent (50%) % or more of the Dollar amount of all Accounts owing by that Account Debtor are ineligible under the other criteria set forth in paragraph (m) of this Section 1.61.7; (on) as to which Agent’s 's Lien thereon, on behalf of itself and Lenders, is not a first priority perfected Lien; (po) as to which any of the representations or warranties in the Loan Documents are untrue; (qp) to the extent such Account is evidenced by a judgment, Instrument or Chattel Paper; (rq) to the extent such Account exceeds any credit limit established by Agent, in its reasonable credit judgment; (r) to the extent that such Account, together with all other Accounts owing to such Account Debtor and its Affiliates as of any date of determination exceeds 20% of all Eligible Accounts; (s) that is payable in any currency other than Dollars; or (t) that is otherwise unacceptable to Agent in its reasonable credit judgment.

Eligible Accounts. All of the Accounts owned by any each Borrower and reflected in the most recent Borrowing Base Certificate delivered by such each Borrower to Agent shall be “Eligible Accounts” for purposes of this Agreement, except any Account to which any of the exclusionary criteria set forth below applies. Agent shall have the right to establish, modify or eliminate Reserves against Eligible Accounts from time to time in its reasonable credit judgment. In addition, Agent reserves the right, at any time and from time to time after the Closing Date, to adjust any of the criteria set forth below, below and to establish new criteria criteria, and to adjust advance rates with respect to Eligible Accounts, in its reasonable credit judgment exercised judgment, reflecting changes in good faith; provided, that (i) any increase the collectibility or realization values of any advance rate above its Original Advance Rate is such Accounts arising or discovered by Agent after the Closing Date subject to the approval of all Requisite Lenders and (ii) any adjustment by Agent to any criterion set forth below that results in such criterion being less restrictive than as the case of adjustments, new criteria or changes in advance rates which have the effect on the Closing Date shall be subject to approval of Requisite Lendersmaking more credit available. Eligible Accounts shall not include any Account of any Borrower: (a) which that does not arise from the sale of goods or the performance of services by such Borrower in the ordinary course of its business; (bi) upon which (i) such Borrower’s right to receive payment is not absolute or is contingent upon the fulfillment of any condition by such Borrower whatsoever or (ii) as to which such Borrower is not able to bring suit or otherwise enforce its remedies against the Account Debtor through judicial process; , or (c) to the extent that any defense, counterclaim, setoff or dispute is asserted as to such Account; (diii) if the Account represents a progress billing consisting of an invoice for goods sold or used or services rendered pursuant to a contract under which the Account Debtor’s obligation to pay that invoice is subject to such Borrower’s completion of further performance under such contractcontract or is subject to the equitable lien of a surety bond issuer; (ec) to the extent that any defense, counterclaim, setoff or dispute is asserted as to such Account; (d) that is not a true and correct statement of bona fide indebtedness incurred in the amount of the Account for merchandise sold to or services rendered and accepted by the applicable Account Debtor; (fe) with respect to which an invoice, that is not unacceptable reasonably acceptable to Agent (in its reasonable judgment) in form and substance, has not been sent to the applicable Account Debtor; (gf) that (i) that is not owned by such Borrower or (ii) to the extent it is subject to any right, claim, security interest or other interest Lien of any other Person, other than (x) Liens in favor of Agent, on behalf of itself and Lenders, and Trustee, on behalf (y) Liens described in clause (a) of the holders definition of Senior NotesPermitted Encumbrances and (z) Liens described in clause (g) of the definition of Permitted Encumbrances with respect to judgments not in excess of $250,000 and with respect to which lien execution has been stayed within thirty (30) days by appropriate judicial proceedings or the posting of an appeal bond or other security; (hg) that arises from a sale to any director, officer, other employee or Affiliate of any Credit Party, or to any entity that has any common officer or director with any Credit Party; provided, however, that a sale to any Person that is an Affiliate or such an entity shall not be excluded under this paragraph (h) if such Person is an Affiliate or such an entity solely because it is controlled by BRS or a fund managed by BRS; (ih) that is the obligation of an Account Debtor that is the United States or Canadian government or a political subdivision thereof, or any state, county, province county or municipality or department, agency or instrumentality thereof unless Agent, in its sole discretion, has agreed to the contrary in writing and such Borrower, if necessary or desirable, has complied with respect to such obligation with the Federal Assignment of Claims Act of 1940, any Canadian equivalent thereof, or any applicable state, county or municipal law restricting the assignment thereof, thereof with respect to such obligation; provided, so long as no Default or Event of Default shall have occurred and be continuing, Accounts described in this Section 1.6(i) and identified to the Agent pursuant to Section 5.10 shall be deemed Eligible Accounts to the extent such Accounts in the aggregate outstanding at any time do not exceed $1,500,000 and otherwise meet the eligibility criteria set forth in this Section 1.6; (ji) that is the obligation of an Account Debtor located in a foreign country other than Canada (excluding the provinces of Newfoundland, the Northwest Territories and the Territory of Nunavit), unless payment thereof is assured by a letter of credit assigned and delivered to Agent, reasonably satisfactory to Agent as to form, amount and issuer; (kj) to the extent such Borrower or any Subsidiary thereof is liable for goods sold or services rendered by the applicable Account Debtor to such Borrower or any Subsidiary thereof but only to the extent of the potential offset; (lk) that arises with respect to goods that are delivered on a xxxx-and-hold, cash-on-delivery basis or placed on consignment, guaranteed sale or other terms by reason of which the payment by the Account Debtor is or may be conditional; (ml) that is in default; provided, that, without limiting the generality of the foregoing, an Account shall be deemed in default upon the occurrence of any of the following: (i) the Account is not paid within the earlier of: sixty (60) days following its due date or ninety one hundred twenty (90120) days following its original invoice date; provided, that the aggregate Dollar amount of all Eligible Accounts consisting of Accounts not paid after ninety (90) days following the original invoice date shall not exceed $10,000,000; (ii) the Account Debtor obligated upon such Account suspends business, makes a general assignment for the benefit of creditors or fails to pay its debts generally as they come due; or (iii) a petition is filed by or against any Account Debtor obligated upon such Account under any bankruptcy law or any other federal, state or foreign (including any provincial) receivership, insolvency relief or other law or laws for the relief of debtorsdebtors until such proceedings are dismissed; (nm) that is the obligation of an Account Debtor if fifty percent (50%) or more of the Dollar amount of all Accounts owing by that Account Debtor are ineligible under the other criteria set forth in paragraph (m) of this Section 1.6; (on) as to which Agent’s Lien thereon, on behalf of itself and Lenders, is not a first priority perfected Lien; (po) as to which any of the representations or warranties in the Loan Documents specifically related to Accounts are untrue; (qp) to the extent such Account is evidenced by a judgment, Instrument or Chattel Paper; (rq) to the extent such Account exceeds any credit limit applicable to the Account Debtor as established by Agent, in its reasonable credit judgment, following prior notice of such limit by Agent to Borrower Representative; (r) to the extent that such Account, together with all other Accounts owing to such Account Debtor and its Affiliates as of any date of determination exceed 15% of all Eligible Accounts; or (s) that is payable in any currency other than Dollars; or (t) that is otherwise unacceptable to Agent in its reasonable credit judgment.

Eligible Accounts. All As to each Account represented by the Borrower to be an "Eligible Account" on a Borrowing Base Certificate, as of the Accounts owned by any Borrower and reflected in the most recent date of each such Borrowing Base Certificate delivered by such Borrower to Agent shall be “Eligible Accounts” for purposes of this Agreement, except any Account to which any of the exclusionary criteria set forth below applies. In addition, Agent reserves the right, at any time and from time to time after the Closing Date, to adjust any of the criteria set forth below, to establish new criteria and to adjust advance rates with respect to Eligible Accounts, in its reasonable credit judgment exercised in good faith; provided, that (i) any increase of any advance rate above its Original Advance Rate is subject to the approval of all Lenders and (ii) any adjustment by Agent to any criterion set forth below that results in such criterion being less restrictive than as in effect on the Closing Date shall be subject to approval of Requisite Lenders. Eligible Accounts shall not include any Account of any BorrowerCertificate: (a) which does not arise from the sale of goods or the performance of services by such Borrower Such Account arose in the ordinary course of its business;the business of Borrower out of either (i) a bona fide sale of Inventory by the Borrower, and in such case such Inventory has in fact been shipped to, and accepted and retained by, the appropriate account debtor or the sale has otherwise been consummated in accordance with such order, or (ii) services performed by the Borrower, under an enforceable contract, and in such case such services have in fact been performed for the appropriate account debtor in accordance with such contract. (b) upon Such Account represents a legally valid and enforceable claim which (i) such is due and owing to the Borrower’s right to receive payment is contingent upon the fulfillment of any condition , by such Borrower account debtor and for such amount as is represented by the Borrower, to the Bank on such Borrowing Base Certificate, such Account is due and payable not more than thirty (30) days from the delivery of the related Inventory, or the performance of the related services, giving rise to such Account and such Account has not been due for more than ninety (ii90) such Borrower is not able to bring suit or otherwise enforce its remedies against days (from the Account Debtor through judicial process;date of invoice). (c) The unpaid balance of such Account is as represented by the Borrower, and not subject to the extent that any defense, counterclaim, setoff setoff, credit, allowance or dispute adjustment by the account debtor because of returned, inferior or damaged Inventory or services, or for any other reason, except for customary discounts allowed by Borrower, in the ordinary course of business for prompt payment, and there is asserted as to such Account;no agreement between Borrower, the related account debtor and any other person for any rebate, discount, concession or release of liability, in whole or in part. (d) if The transactions leading to the creation of such Account represents a progress billing consisting of an invoice for goods sold or used or services rendered pursuant to a contract under which the Account Debtor’s obligation to pay that invoice is subject to such Borrower’s completion of further performance under such contract;comply with all applicable state and federal laws and regulations. (e) that is not The Borrower has granted to the Bank a true and correct statement of bona fide indebtedness incurred perfected security interest in the amount such Account (as an item of the Collateral) prior in right to all other persons (other than Permitted Liens), and such Account for merchandise sold to has not been sold, transferred or services rendered and accepted otherwise assigned by the applicable Account Debtor;Borrower, to any person, other than the Bank. (f) with respect to which an invoice, that Such Account is not unacceptable to Agent (in its reasonable judgment) in form represented by any note, trade acceptance, draft or other negotiable instrument or by any chattel paper, except any such as have been endorsed and substancedelivered by the Borrower, has not been sent to the applicable Account Debtor;Bank on or prior to such Account's inclusion on such Borrowing Base Certificate. (g) (i) that is The Borrower has not owned by such Borrower or (ii) to the extent it is subject to any right, claim, security interest or other interest of any other Person, other than Liens in favor of Agent, on behalf of itself and Lenders, and Trustee, on behalf of the holders of Senior Notes; (h) that arises from a sale to any director, officer, other employee or Affiliate of any Credit Party, or to any entity that has any common officer or director with any Credit Party; provided, however, that a sale to any Person that is an Affiliate or such an entity shall not be excluded under this paragraph (h) if such Person is an Affiliate or such an entity solely because it is controlled by BRS or a fund managed by BRS; (i) that is the obligation of an Account Debtor that is the United States or Canadian government or a political subdivision thereof, or any state, county, province or municipality or department, agency or instrumentality thereof unless Agent, in its sole discretion, has agreed to the contrary in writing and such Borrower, if necessary or desirable, has complied with the Federal Assignment of Claims Act of 1940, any Canadian equivalent thereof, or any applicable state, county or municipal law restricting assignment thereofreceived, with respect to such obligation; providedAccount, so long as no Default any notice of the death of the related account debtor or Event any partner thereof, nor of Default shall have occurred and be continuingthe dissolution, Accounts described liquidation, termination of existence, insolvency, business failure, appointment of a receiver for any part of the property of, assignment for the benefit of creditors by, or the filing of a petition in this Section 1.6(i) and identified to bankruptcy or the Agent pursuant to Section 5.10 shall be deemed Eligible Accounts to the extent commencement of any proceeding under any bankruptcy or insolvency laws by or against, such Accounts in the aggregate outstanding at any time do not exceed $1,500,000 and otherwise meet the eligibility criteria set forth in this Section 1.6;account debtor. (jh) that The account debtor on such Account is the obligation of an Account Debtor located in a foreign country other than Canada (excluding the provinces of Newfoundland, the Northwest Territories and the Territory of Nunavit), unless payment thereof is assured by a letter of credit assigned and delivered to Agent, reasonably satisfactory to Agent as to form, amount and issuer; (k) to the extent such Borrower or any Subsidiary thereof is liable for goods sold or services rendered by the applicable Account Debtor to such Borrower or any Subsidiary thereof but only to the extent of the potential offset; (l) that arises with respect to goods that are delivered on a xxxx-and-hold, cash-on-delivery basis or placed on consignment, guaranteed sale or other terms by reason of which the payment by the Account Debtor is or may be conditional; (m) that is in default; provided, that, without limiting the generality of the foregoing, an Account shall be deemed in default upon the occurrence of any of the followingnot: (i) an affiliate of the Account is not paid within the earlier of: sixty (60) days following its due date or ninety (90) days following its original invoice dateBorrower; (ii) the Account Debtor obligated upon such Account suspends businessUnited States of America or any department, makes a general assignment for the benefit of creditors agency or fails to pay its debts generally as they come due; orinstrumentality thereof; (iii) a petition citizen or resident of any jurisdiction other than one of the United States (unless such Foreign Account is filed subject to a guaranty of payment in the form of a letter of credit issued by or against a Bank which is acceptable to the Bank); or (iv) an account debtor whom the Bank has, in the exercise of such Bank's sole discretion, determined to be (based on such factors as the Bank deems appropriate) an ineligible account debtor and as to which the Bank has notified the Borrower, PROVIDED, HOWEVER, that any such notice shall not apply as to any Account Debtor obligated upon of such account debtor which has been included on a Borrowing Base Certificate by the Borrower prior to the giving of such notice by the Bank and which meets each and every other requirement under this Agreement for the denomination of such Account under any bankruptcy law as an "Eligible Account." NOTWITHSTANDING the foregoing, the Borrower may include in Eligible Accounts, provided the Account is otherwise eligible hereunder, up to $100,000.00 of Accounts where the account debtor is the United States of America or any other federaldepartment, state agency or foreign (including any provincial) receivership, insolvency relief or other law or laws for the relief of debtors;instrumentality thereof. (ni) that Such Account is the obligation of not payable by an Account Debtor if fifty account debtor for whom Ten percent (5010%) or more of the Dollar total amount of all Accounts owing then owed to the Borrower and/or its Subsidiaries by that Account Debtor are ineligible under the other criteria set forth in paragraph account debtor is ninety (m90) of this Section 1.6; (o) as to which Agent’s Lien thereon, on behalf of itself and Lenders, is not a first priority perfected Lien; (p) as to which any of the representations days or warranties in the Loan Documents are untrue; (q) to the extent such Account is evidenced by a judgment; (r) to the extent such Account exceeds any credit limit established by Agent, in its reasonable credit judgment; (s) that is payable in any currency other than Dollars; or (t) that is otherwise unacceptable to Agent in its reasonable credit judgmentmore from invoice date.

Eligible Accounts. All of the Accounts owned by any each Borrower Party and reflected in the most recent Borrowing Base Certificate delivered by such Borrower Representative to Agent shall be “Eligible Accounts” for purposes of this Agreement, except any Account to which any of the exclusionary criteria set forth below applies. Agent shall have the right to establish, modify or eliminate Reserves against Eligible Accounts from time to time in its reasonable credit judgment. In addition, Agent reserves the right, at any time and from time to time after the Closing Date, to adjust any of the criteria set forth below, below and to establish new criteria criteria, and to adjust advance rates with respect to Eligible Accounts, in its reasonable credit judgment exercised judgment, reflecting changes in good faith; provided, that (i) any increase the collectibility or realization values of any advance rate above its Original Advance Rate is such Accounts arising or discovered by Agent after the Closing Date subject to the approval of all the Agent and Supermajority Revolving Lenders and (ii) any adjustment by Agent to any criterion set forth below that results in such criterion being less restrictive than as the case of adjustments or new criteria or changes in advance rates which have the effect on the Closing Date shall be subject to approval of Requisite Lendersmaking more credit available. Eligible Accounts shall not include any Account of any BorrowerBorrower Party: (a) which that does not arise from the sale of goods or the performance of services by such Borrower Party in the ordinary course of its business; (bi) upon which (i) such BorrowerBorrower Party’s right to receive payment is not absolute or is contingent upon the fulfillment of any condition by such Borrower whatsoever or (ii) as to which such Borrower Party is not able to bring suit or otherwise enforce its remedies against the Account Debtor through judicial process; process or (c) to the extent that any defense, counterclaim, setoff or dispute is asserted as to such Account; (diii) if the Account represents a progress billing consisting of an invoice for goods sold or used or services rendered pursuant to a contract under which the Account Debtor’s obligation to pay that invoice is subject to such BorrowerBorrower Party’s completion of further performance under such contractcontract or is subject to the equitable lien of a surety bond issuer; (ec) to the extent that any defense, counterclaim, setoff or dispute is asserted as to such Account; (d) that is not a true and correct statement of bona fide indebtedness incurred in the amount of the Account for merchandise sold to or services rendered and accepted by the applicable Account Debtor; (fe) with respect to which an invoice, that is not unacceptable reasonably acceptable to Agent (in its reasonable judgment) in form and substance, has not been sent to the applicable Account Debtor; (gf) that (i) that is not owned by such Borrower Party or (ii) to the extent it is subject to any right, claim, security interest or other interest Lien of any other Person, other than Liens in favor of Agent, on behalf of itself and Lenders, and Trustee, on behalf Liens in favor of the holders of Senior NotesTerm Loan Agent or Permitted Liens (subject to Reserves established by Agent in its reasonable discretion); (hg) that arises from a sale to any director, officer, other employee or Affiliate of any Credit Party, or to any entity that has any common officer or director with any Credit Party; provided, however, that a sale to any Person that is an Affiliate or such an entity shall not be excluded under this paragraph (h) if such Person is an Affiliate or such an entity solely because it is controlled by BRS or a fund managed by BRS; (ih) that is the obligation of an Account Debtor that is the United States or Canadian government or a political subdivision thereof, or any state, county, province county or municipality or department, agency or instrumentality thereof unless Agent, in its sole discretion, has agreed to the contrary in writing and such BorrowerBorrower Party, if necessary or desirable, has complied with respect to such obligation with the Federal Assignment of Claims Act of 1940, any Canadian equivalent thereof, or any applicable state, county or municipal law restricting assignment thereof, with respect to such obligation; provided, so long as no Default or Event of Default shall have occurred and be continuing, Accounts described in this Section 1.6(i) and identified to the Agent pursuant to Section 5.10 shall be deemed Eligible Accounts to the extent such Accounts in the aggregate outstanding at any time do not exceed $1,500,000 and otherwise meet the eligibility criteria set forth in this Section 1.6; (ji) that is the obligation of an Account Debtor located in a foreign country other than Canada (excluding solely with respect to Accounts of the provinces Canadian Operating Company) and/or the United Kingdom (solely with respect to Accounts of Newfoundland, the Northwest Territories and the Territory of Nunavit), U.K. Operating Company) unless payment thereof is assured by a letter of credit assigned and delivered to Agent, reasonably satisfactory to Agent as to form, amount and issuer; (kj) to the extent such Borrower Party or any Subsidiary thereof is liable for goods sold or services rendered by the applicable Account Debtor to such Borrower Party or any Subsidiary thereof but only to the extent of the potential offset; (lk) that arises with respect to goods that are delivered on a xxxx-and-hold, cash-on-delivery basis or placed on consignment, guaranteed sale or other terms by reason of which the payment by the Account Debtor is or may be conditional; (ml) that is in default; provided, that, without limiting the generality of the foregoing, an Account shall be deemed in default upon the occurrence of any of the following: (i) the Account is not paid within the earlier of: (A) sixty (60) days following its due date or (B) ninety (90) days following its original invoice date (other than Accounts owing by Shopko or Pamida, in which case such Account is not paid within one hundred-twenty (120) days following its original invoice date); (ii) the Account Debtor obligated upon such Account suspends business, makes a general assignment for the benefit of creditors or fails to pay its debts generally as they come due; (iii) the Account is in default under any customer agreement between the applicable Borrower Party and such Account Debtor or the Account is deemed in default by the applicable Borrower Party based on its current policies and procedures; or (iiiiv) a petition is filed by or against any Account Debtor obligated upon such Account under any bankruptcy law or any other federal, state or foreign (including any provincial) receivership, insolvency relief or other law or laws for the relief of debtors; (nm) that is the obligation of an Account Debtor if fifty twenty-five percent (5025%) or more of the Dollar amount of all Accounts owing by that Account Debtor are ineligible under the other criteria set forth in paragraph (m) of this Section 1.6; (on) as to which Agent’s Lien thereon, on behalf of itself and Lenders, is not a first priority perfected LienLien except with respect to Prior Statutory Claims; (po) as to which any of the representations or warranties in the Loan Documents are untrue; (qp) to the extent such Account is evidenced by a judgment, Instrument or Chattel Paper; (rq) to the extent such Account exceeds any credit limit established by Agent, in its reasonable credit judgment; (r) to the extent that such Account, together with all other Accounts owing by such Account Debtor and its Affiliates as of any date of determination exceed ten percent (10%) of all Eligible Accounts; provided, however that if such Account Debtor is either Wal-Mart Stores, Inc. or K-Mart, such ten percent (10%) limitation shall not apply so long as the applicable Borrower Party has provided Agent, promptly upon receipt or knowledge thereof, copies of any written correspondence from Wal-Mart Stores, Inc. or K-Mart, or other material information known to such Borrower Party, in each case related to changes in projected floor space usage, sales or projected sales, slow moving Inventory, Inventory returns and/or other similar matters; (s) that is payable in any currency other than U.S. Dollars, Canadian Dollars (solely with respect to Accounts of the Canadian Operating Company) and/or British Pounds (solely with respect to Accounts of the U.K. Operating Company); or (t) that is otherwise unacceptable to Agent represents the Prospective Dilution percentage, as of any date of determination, multiplied by the gross Accounts by each Borrower Party reflected in its reasonable credit judgmentthe most recent Borrowing Base Certificate.

Eligible Accounts. All The Eligible Accounts are bona fide existing payment obligations of Account Debtors created by the Accounts owned by any Borrower sale and reflected delivery of Inventory or the rendition of Table of Contents services to such Account Debtors in the most recent Borrowing Base Certificate delivered by ordinary course of Borrower’s business, owed to Borrower without defenses, disputes, offsets, counterclaims, or rights of return or cancellation. As to each Eligible Account, such Borrower to Agent shall be “Eligible Accounts” for purposes of this Agreement, except any Account to which any of the exclusionary criteria set forth below applies. In addition, Agent reserves the right, at any time and from time to time after the Closing Date, to adjust any of the criteria set forth below, to establish new criteria and to adjust advance rates with respect to Eligible Accounts, in its reasonable credit judgment exercised in good faith; provided, that (i) any increase of any advance rate above its Original Advance Rate is subject to the approval of all Lenders and (ii) any adjustment by Agent to any criterion set forth below that results in such criterion being less restrictive than as in effect on the Closing Date shall be subject to approval of Requisite Lenders. Eligible Accounts shall not include any Account of any Borrowernot: (a) which does not arise from the sale owed by an employee, Affiliate, or agent of goods or the performance of services by such Borrower in the ordinary course of its business;Borrower, (b) upon which (i) such Borrower’s right to receive payment is contingent upon the fulfillment on account of any condition by such Borrower a transaction wherein goods were placed on consignment or (ii) such Borrower is not able to bring suit or otherwise enforce its remedies against the Account Debtor through judicial process; (c) to the extent that any defense, counterclaim, setoff or dispute is asserted as to such Account; (d) if the Account represents a progress billing consisting of an invoice for goods were sold or used or services rendered pursuant to a contract under which the Account Debtor’s obligation to pay that invoice is subject to such Borrower’s completion of further performance under such contract; (e) that is not a true and correct statement of bona fide indebtedness incurred in the amount of the Account for merchandise sold to or services rendered and accepted by the applicable Account Debtor; (f) with respect to which an invoiceguaranteed sale, that is not unacceptable to Agent (in its reasonable judgment) in form and substance, has not been sent to the applicable Account Debtor; (g) (i) that is not owned by such Borrower or (ii) to the extent it is subject to any right, claim, security interest or other interest of any other Person, other than Liens in favor of Agent, on behalf of itself and Lenders, and Trustee, on behalf of the holders of Senior Notes; (h) that arises from a sale to any directoror return, officera sale on approval, other employee or Affiliate of any Credit Partya xxxx and hold, or to on any entity that has any common officer or director with any Credit Party; provided, however, that a sale to any Person that is an Affiliate or such an entity shall not be excluded under this paragraph (h) if such Person is an Affiliate or such an entity solely because it is controlled by BRS or a fund managed by BRS; (i) that is the obligation of an Account Debtor that is the United States or Canadian government or a political subdivision thereof, or any state, county, province or municipality or department, agency or instrumentality thereof unless Agent, in its sole discretion, has agreed to the contrary in writing and such Borrower, if necessary or desirable, has complied with the Federal Assignment of Claims Act of 1940, any Canadian equivalent thereof, or any applicable state, county or municipal law restricting assignment thereof, with respect to such obligation; provided, so long as no Default or Event of Default shall have occurred and be continuing, Accounts described in this Section 1.6(i) and identified to the Agent pursuant to Section 5.10 shall be deemed Eligible Accounts to the extent such Accounts in the aggregate outstanding at any time do not exceed $1,500,000 and otherwise meet the eligibility criteria set forth in this Section 1.6; (j) that is the obligation of an Account Debtor located in a foreign country other than Canada (excluding the provinces of Newfoundland, the Northwest Territories and the Territory of Nunavit), unless payment thereof is assured by a letter of credit assigned and delivered to Agent, reasonably satisfactory to Agent as to form, amount and issuer; (k) to the extent such Borrower or any Subsidiary thereof is liable for goods sold or services rendered by the applicable Account Debtor to such Borrower or any Subsidiary thereof but only to the extent of the potential offset; (l) that arises with respect to goods that are delivered on a xxxx-and-hold, cash-on-delivery basis or placed on consignment, guaranteed sale or other terms by reason of which the payment by the Account Debtor is or may be conditional;, except for sales of Eligible Consignment Stock, where such consignment sale has been converted into an unconditional account and invoiced to the account debtor, (mc) that is in default; provided, that, without limiting the generality of the foregoing, an Account shall be deemed in default upon the occurrence of any of the following: (i) the Account is not paid within the earlier of: sixty (60) days following its due date or ninety (90) days following its original invoice date; (ii) the Account Debtor obligated upon such Account suspends business, makes a general assignment for the benefit of creditors or fails to pay its debts generally as they come due; or (iii) a petition is filed by or against any Account Debtor obligated upon such Account under any bankruptcy law or any other federal, state or foreign (including any provincial) receivership, insolvency relief or other law or laws for the relief of debtors; (n) that is the obligation of an Account Debtor if fifty percent (50%) or more of the Dollar amount of all Accounts owing by that Account Debtor are ineligible under the other criteria set forth in paragraph (m) of this Section 1.6; (o) as to which Agent’s Lien thereon, on behalf of itself and Lenders, is not a first priority perfected Lien; (p) as to which any of the representations or warranties in the Loan Documents are untrue; (q) to the extent such Account is evidenced by a judgment; (r) to the extent such Account exceeds any credit limit established by Agent, in its reasonable credit judgment; (s) that is payable in any a currency other than Dollars; or, (td) owed by an Account Debtor that has or has asserted a right of setoff, has disputed its liability, or has made any claim with respect to its obligation to pay the Account, (e) owed by an Account Debtor that is otherwise unacceptable subject to Agent in its reasonable credit judgmentany Insolvency Proceeding or is not Solvent or as to which Borrower has received notice of an imminent Insolvency Proceeding or a material impairment of the financial condition of such Account Debtor, (f) on account of a transaction as to which the goods giving rise to such Account have not been shipped and billed to the Account Debtor or the services giving rise to such Account have not been performed and accepted by the Account Debtor, (g) a right to receive progress payments or other advance xxxxxxxx that are due prior to the completion of performance by Borrower of the subject contract for goods or services, and (h) an Account that has not been billed to the customer.

Eligible Accounts. All of the Accounts owned by any Borrower and reflected in the most recent Borrowing Base Certificate delivered by such Borrower to Agent shall be “"Eligible Accounts” " for purposes of this Agreement, except any Account to which any of the exclusionary criteria set forth below applies. Agent shall have the right to establish, modify or eliminate Reserves against Eligible Accounts from time to time in its reasonable credit judgment. In addition, Agent reserves the right, at any time and from time to time after the Closing Date, to adjust any of the criteria set forth below, below and to establish new criteria criteria, and to adjust advance rates with respect to Eligible Accounts, in its reasonable credit judgment exercised in good faith; providedjudgment, that (i) any increase of any advance rate above its Original Advance Rate is subject to the approval of all Supermajority Revolving Lenders and (ii) any adjustment by Agent to any criterion set forth below that results in such criterion being less restrictive than as the case of adjustments or new criteria or changes in advance rates which have the effect on the Closing Date shall be subject to approval of Requisite Lendersmaking more credit available. Eligible Accounts shall not include any Account of any Borrower: (a) which that does not arise from the sale of goods or the performance of services by such Borrower in the ordinary course of its business; (bi) upon which (i) such Borrower’s 's right to receive payment is not absolute or is contingent upon the fulfillment of any condition by such Borrower whatsoever or (ii) such as to which Borrower is not able to bring suit or otherwise enforce its remedies against the Account Debtor through judicial process; , or (c) to the extent that any defense, counterclaim, setoff or dispute is asserted as to such Account; (diii) if the Account represents a progress billing consisting of an invoice for goods sold or used or services rendered pursuant to a contract under which the Account Debtor’s 's obligation to pay that invoice is subject to such Borrower’s 's completion of further performance under such contractcontract or is subject to the equitable lien of a surety bond issuer; (ec) to the extent that any defense, counterclaim, contra, setoff or dispute is asserted as to such Account; (d) that is not a true and correct statement of bona fide indebtedness incurred in the amount of the Account for merchandise sold to or services rendered and accepted by the applicable Account Debtor; (fe) with respect to which an invoice, that is not unacceptable reasonably acceptable to Agent (in its reasonable judgment) in form and substance, has not been sent to the applicable Account Debtor; (gf) that (i) that is not owned by such Borrower or (ii) to the extent it is subject to any right, claim, security interest or other interest Lien of any other Person, other than Liens in favor of Agent, on behalf of itself and Lenders, and Trustee, on behalf of the holders of Senior Notes; (hg) that arises from a sale to any director, officer, other employee or Affiliate of any Credit Party, or to any entity that has any common officer or director with any Credit Party; provided, however, that a sale Party (other than those sales to any Person that is an Affiliate (determined solely for the purposes of this clause (g), as if the phrase "5% or more" set forth in clause (a) of the definition of the term of "Affiliate" was the phrase "15% or less" and without giving effect to clauses (b), (c) and (d) of such definition) of any Credit Party so long as such sales are on an entity shall not be excluded under this paragraph (h) if arms-length basis and in the ordinary course of such Person is an Affiliate or such an entity solely because it is controlled by BRS or a fund managed by BRSCredit Party's business); (ih) that is the obligation of an Account Debtor that is the United States or Canadian government or a political subdivision thereof, or any state, county, province county or municipality or department, agency or instrumentality thereof unless Agent, in its sole discretion, has agreed to the contrary in writing and such Borrower, if necessary or desirable, has complied with respect to such obligation with the Federal Assignment of Claims Act of 1940, any Canadian equivalent thereof, or any applicable state, county or municipal law restricting the assignment thereof, thereof with respect to such obligation; provided, so long as no Default or Event of Default shall have occurred and be continuing, Accounts described in this Section 1.6(i) and identified to the Agent pursuant to Section 5.10 shall be deemed Eligible Accounts to the extent such Accounts in the aggregate outstanding at any time do not exceed $1,500,000 and otherwise meet the eligibility criteria set forth in this Section 1.6; (ji) that is the obligation of an Account Debtor located in a foreign country other than Canada (excluding the provinces of Newfoundland, the Northwest Territories and the Territory of Nunavit), unless payment thereof is assured by a letter of credit assigned and delivered to Agent, reasonably satisfactory to Agent as to form, amount and issuer; (kj) to the extent such Borrower or any Subsidiary thereof is liable for goods sold or services rendered by the applicable Account Debtor to such Borrower or any Subsidiary thereof but only to the extent of the potential offset; (lk) that arises with respect to goods that are delivered on a xxxx-and-hold, cash-on-delivery basis or placed on consignment, guaranteed sale or other terms by reason of which the payment by the Account Debtor is or may be conditional; (ml) that is in default; provided, that, without limiting the generality of the foregoing, an Account shall be deemed in default upon the occurrence of any of the following: (i) the Account is not paid within the earlier of: sixty (60) days following its due date or ninety one hundred twenty (90120) days following its original invoice date; (ii) the Account Debtor obligated upon such Account suspends business, makes a general assignment for the benefit of creditors or fails to pay its debts generally as they come due; or (iii) a petition is filed by or against any Account Debtor obligated upon such Account under any bankruptcy law or any other federal, state or foreign (including any provincial) receivership, insolvency relief or other law or laws for the relief of debtors; (nm) that is the obligation of an Account Debtor if for which fifty percent (50%) or more of the Dollar amount of all Accounts owing by that Account Debtor are ineligible under the other criteria set forth in paragraph (m) of this Section 1.61.6 (l)(i); (on) as to which Agent’s 's Lien thereon, on behalf of itself and Lenders, is not a first priority perfected Lien; (po) as to which any of the representations or warranties in the Loan Documents are untrue; (p) that is a Bxxx-and-Hold Account to the extent that the book value thereof, when added to the book value of all other Bxxx-and-Hold Accounts, exceeds 60% of the aggregate book value of all Bxxx-and-Hold Accounts, provided, however, that the aggregate amount of Borrowing Availability attributable to Bxxx-and-Hold Accounts which are not excluded from being Eligible Accounts pursuant to this clause (p) and which otherwise constitute and are deemed to be "Eligible Accounts" in accordance with this Section 1.6 shall not exceed $3,000,000 at any time; (q) to the extent such Account is evidenced by a judgment, Instrument or Chattel Paper; (r) to the extent such Account exceeds any credit limit established by Agent, in its reasonable credit judgment; provided, that Agent shall notify Borrower of Agent's proposed credit limit or an amendment of the existing credit limit, as the case may be, prior to Agent's establishment or amendment thereof and Agent and Borrower shall mutually agree on such credit limit; provided, further, that if no agreement is reached within three (3) Business Days of the date of the proposal of such credit limit or amendment thereof by the Agent, the Agent's proposed credit limit or amendment thereof shall be deemed to be established and in effect for purposes of this clause (r); (s) to the extent that such Account, together with all other Accounts owing to such Account Debtor and its Affiliates as of any date of determination exceed 15% of all Eligible Accounts; or (t) that is payable in any currency other than Dollars; or (t) that is otherwise unacceptable to Agent in its reasonable credit judgment.

Eligible Accounts. All of the Accounts owned by any Borrower and reflected in Based on the most recent Borrowing Base Certificate delivered by such Borrower to Administrative Agent and on other information available to Administrative Agent shall, in its reasonable credit judgment after consultation with Borrower, determine which Accounts of Borrower shall be “Eligible Accounts” for purposes of this Agreement. In determining whether a particular Account of Borrower constitutes an Eligible Account, except Administrative Agent shall not include any such Account to which any of the exclusionary criteria set forth below applies. In addition, Administrative Agent reserves the right, at any time and from time to time after the Closing Date, to adjust any of the criteria set forth belowsuch criteria, to establish new criteria and to adjust advance rates with respect to Eligible Accounts, in its reasonable credit judgment exercised in good faith; providedafter consultation with Borrower, that (i) any increase of any advance rate above its Original Advance Rate is subject to the approval of all Requisite Lenders and (ii) any adjustment by Agent to any criterion set forth below that results in such criterion being less restrictive than as the case of adjustments or new criteria or changes in advance rates which have the effect on the Closing Date shall be subject to approval of Requisite Lendersmaking more credit available. Eligible Accounts shall not include any Account of any Borrower: (a) which does not arise from the sale of goods or the performance of services by such Borrower in the ordinary course of its business; (b) upon which (i) such Borrower’s right to receive payment is not absolute or is contingent upon the fulfillment of any condition by condition, other than with respect to the Borrower’s obligation to provide the services in connection with the receipt of such Borrower payment or (ii) such Borrower is not able to bring suit or otherwise enforce its remedies against the Account Debtor through judicial process; (c) to the extent that any defense, counterclaim, setoff or dispute is asserted as to such Account; (d) if the Account represents a progress billing consisting of an invoice for goods sold or used or services rendered pursuant to a contract under which the Account Debtor’s obligation to pay that invoice is subject to such Borrower’s completion of further performance under such contract; (e) that is not a true and correct statement of bona fide indebtedness incurred in the amount of the Account for merchandise sold to or services rendered and accepted by the applicable Account Debtor; (fe) with respect to which an invoice, that is not unacceptable to Agent (in its reasonable judgment) in form and substanceconsistent with Borrower’s past practice, has not been sent to the applicable Account Debtor; (gf) that (i) that is not owned by such Borrower or (ii) to the extent it is subject to any right, claim, security interest or other interest of any other Person, other than Liens in favor of Administrative Agent, on behalf of itself and Lenders, and Trustee, on behalf of the holders of Senior Notes; (hg) that arises from a sale to any director, officer, other employee or Affiliate of any Credit Loan Party, or to any entity that which has any common officer or director with any Credit Loan Party; provided, however, that a sale to any Person that is an Affiliate or such an entity shall not be excluded under this paragraph (hin each case except those set forth on Schedule 2.6(g) if such Person is an Affiliate or such an entity solely because it is controlled by BRS or a fund managed by BRSas in effect on the date hereof; (ih) that is the obligation of an Account Debtor that is the United States government or Canadian government any department, agency or a political subdivision thereof, or any state, county, province or municipality or department, agency or instrumentality thereof unless Agent, in the Borrower has assigned its sole discretion, has agreed right to payment on such Eligible Account to the contrary in writing and such Borrower, if necessary or desirable, has complied with Administrative Agent pursuant to the Federal Assignment of Claims Act of 1940, and any Canadian equivalent thereof, or any applicable state, county or municipal law restricting assignment thereof, with respect to such obligation; provided, so long as no Default or Event of Default shall have occurred and be continuing, Accounts described in this Section 1.6(i) and identified to the Agent pursuant to Section 5.10 shall be deemed Eligible Accounts to the extent such Accounts in the aggregate outstanding at any time do not exceed $1,500,000 and otherwise meet the eligibility criteria set forth in this Section 1.6amendments thereto; (ji) that is the obligation of an Account Debtor located in a foreign country other than Canada (excluding the provinces of Newfoundland, the Northwest Territories and the Territory of Nunavit), unless payment thereof is assured by a letter of credit, banker’s acceptance or other credit assigned and delivered to Agent, support on terms reasonably satisfactory to Administrative Agent as to form, amount and issuer; (kj) to the extent such Borrower or any Subsidiary thereof is liable for goods sold or services rendered by the applicable Account Debtor to such Borrower or any Subsidiary thereof but only to the extent of the potential offset; (lk) that arises with respect to goods that which are delivered on a xxxx-and-xxxx and hold, cash-on-cash on delivery basis or placed on consignment, guaranteed sale or other terms by reason of which the payment by the Account Debtor is or may be conditional; (ml) that is in default; provided, that, without limiting the generality of the foregoing, an Account shall be deemed in default upon the occurrence of any of the following: (i) the Account it is not paid within the earlier of: sixty ninety (6090) days following its due date or ninety one hundred twenty (90120) days following its original invoice date; (ii) the if any Account Debtor obligated upon such Account suspends business, makes a general assignment for the benefit of creditors or fails to pay its debts generally as they come due; or (iii) a if any petition is filed by or against any Account Debtor obligated upon such Account under any bankruptcy law or any other federal, state or foreign (including any provincial) receivership, insolvency relief or other law or laws for the relief of debtors; (nm) that which is the obligation of an Account Debtor if fifty twenty five percent (5025%) or more of the Dollar dollar amount of all Accounts owing by that the Account Debtor are ineligible under the other criteria set forth in paragraph (m) of this Section 1.62.6; (on) as to which Administrative Agent’s Lien thereoninterest, on behalf of itself and Lenders, therein is not a first priority perfected Liensecurity interest; (po) as to which any of the representations or warranties pertaining to Accounts set forth in this Agreement or the Loan Documents are Security Agreement is untrue; (qp) to the extent such Account is evidenced by a judgment, Instrument or Chattel Paper; (rq) to the extent such Account exceeds any credit limit established by Agent, in its reasonable credit judgment; (s) that which is payable in any currency other than United States Dollars; or (tr) that which is otherwise unacceptable to Administrative Agent in its reasonable credit judgment, after consultation with Borrower.

Eligible Accounts. All of the Accounts owned by any each Borrower and reflected in the most recent Borrowing Base Certificate delivered by such Borrower Representative to Agent shall be “Eligible Accounts” for purposes of this Agreement, except any Account to which any of the exclusionary criteria set forth below applies. Agent shall have the right to establish, modify or eliminate Reserves against Eligible Accounts from time to time in its reasonable credit judgment. In addition, Agent reserves the right, at any time and from time to time after the Closing Date, to adjust any of the criteria set forth below, below and to establish new criteria criteria, and to adjust advance rates with respect to Eligible Accounts, in each case, in its reasonable credit judgment exercised in good faith; provided, that (i) any increase of any advance rate above its Original Advance Rate is subject to the approval of all Lenders and (ii) any adjustment judgment. Unless otherwise agreed by Agent to any criterion set forth below that results in such criterion being less restrictive than as in effect on the Closing Date shall be subject to approval of Requisite Lenders. writing, Eligible Accounts shall not include any Account of any Borrower: (a) which that does not arise from the sale of goods or the performance of services by such Borrower in the ordinary course of its business; (bi) upon which (i) such Borrower’s right to receive payment is not absolute or is contingent upon the fulfillment of any condition by such Borrower or whatsoever, (ii) as to which such Borrower is not able to bring suit or otherwise enforce its remedies against the Account Debtor through judicial process; process or binding arbitration or (c) to the extent that any defense, counterclaim, setoff or dispute is asserted as to such Account; (diii) if the Account represents a progress billing consisting of an invoice for goods sold or used or services rendered pursuant to a contract under which the Account Debtor’s obligation to pay that invoice is subject to such Borrower’s completion of further performance under such contractcontract or is subject to the equitable lien of a surety bond issuer; (ec) in the event that any defense, counterclaim, complaint, setoff or dispute is asserted as to such Account, but only to the extent of such defense, counterclaim, complaint, setoff or dispute; (d) that is not a true and correct statement of bona fide indebtedness incurred in the amount of the Account for merchandise sold to or services rendered and accepted by the applicable Account Debtor; (fe) with respect to which an invoice, that is not unacceptable reasonably acceptable to Agent (in its reasonable judgment) in form and substance, has not been sent to the applicable Account Debtor; (gf) that (i) that is not owned by such Borrower or (ii) to the extent it is subject to any right, claim, security interest or other interest Lien of any other Person, other than Liens in favor of Agent, on behalf of itself and Lenders, and Trustee, on behalf of the holders of Senior Notes; (hg) that arises from a sale to any director, officer, other employee or Affiliate of any Credit Party, or to any entity that has any common officer or director with any Credit Party; provided, however, that a sale to any Person that is an Affiliate or such an entity shall not be excluded under this paragraph (h) if such Person is an Affiliate or such an entity solely because it is controlled by BRS or a fund managed by BRS; (ih) that is the obligation of an Account Debtor that is the United States or Canadian government or a political subdivision thereof, or any state, county, province county or municipality or department, agency or instrumentality thereof unless Agent, in its sole discretion, has agreed to the contrary in writing and such Borrower, if necessary or desirable, has complied with respect to such obligation with the Federal Assignment of Claims Act of 1940, any Canadian equivalent thereof, or any applicable state, county or municipal law restricting assignment thereof, with respect to such obligation; provided, so long as no Default or Event of Default shall have occurred and be continuing, Accounts described in this Section 1.6(i) and identified to the Agent pursuant to Section 5.10 shall be deemed Eligible Accounts to the extent such Accounts in the aggregate outstanding at any time do not exceed $1,500,000 and otherwise meet the eligibility criteria set forth in this Section 1.6; (ji) that is the obligation of an Account Debtor located in a foreign country other than Canada (excluding the provinces of Newfoundland, the Northwest Territories and the Territory of Nunavit), unless payment thereof is assured by a letter of credit assigned and delivered to Agent, reasonably satisfactory to Agent as to form, amount and issuer; (kj) to the extent such Borrower or any Subsidiary thereof is liable for goods sold or services rendered by the applicable Account Debtor to such Borrower or any Subsidiary thereof but only to the extent of the potential offset; (lk) that arises with respect to goods that are delivered on a xxxx-and-hold, cash-on-delivery basis or placed on consignment, guaranteed sale or other terms by reason of which the payment by the Account Debtor is or may be conditional; provided, that Agent, in its reasonable credit judgment, may deem an Account of a Borrower which arises from a xxxx-and-hold sale of such Borrower in the ordinary course of business and which otherwise satisfies the criteria for Eligible Accounts set forth hereunder to be an Eligible Account, if (v) such sale is unconditional and not subject to any repurchase obligation or return right, (w) the Account Debtor with respect thereto has inspected and approved the goods which are the subject of such sale and agreed in writing that title to such goods has passed to such Account Debtor, (x) such goods are not subject to any Lien of any creditor, (y) such goods are segregated from Borrowers’ Inventory and identified as goods of such Account Debtor, and (z) the aggregate net amount of Accounts arising from such sales and not paid in full within thirty (30) days following the date of invoice which are included as Eligible Accounts shall not exceed $5,000,000; (ml) that is in default; provided, that, without limiting the generality of the foregoing, an Account shall be deemed in default upon the occurrence of any of the following: (i) the Account is not paid within the earlier of: sixty (60) days following its due date or ninety (90) days following its original invoice date; (ii) the Account Debtor obligated upon such Account suspends business, makes a general assignment for the benefit of creditors or fails to pay its debts generally as they come due; or (iii) a petition is filed by or against any Account Debtor obligated upon such Account under any bankruptcy law or any other federal, state or foreign (including any provincial) receivership, insolvency relief or other law or laws for the relief of debtors; (nm) that is the obligation of an Account Debtor if fifty percent (50%) or more of the Dollar amount of all Accounts owing by that Account Debtor are ineligible under the other criteria set forth in paragraph (m) of this Section 1.6; (on) as to which Agent’s Lien thereon, on behalf of itself and Lenders, is not a first priority first-priority, perfected Lien; (po) as to which any of the representations or warranties in the Loan Documents are untrue; (qp) to the extent such Account is evidenced by a judgment, Instrument or Chattel Paper; (rq) to the extent such Account exceeds any credit limit for that Account Debtor established by Agent, in its reasonable credit judgment; (r) to the extent that such Account, together with all other Accounts owing by such Account Debtor and its Affiliates as of any date of determination exceed fifteen percent (15%) of all Eligible Accounts at such time, but only to the extent of such excess; provided, that Agent may, in its sole discretion, deem an Account which does not satisfy the criteria of this clause (r) but which otherwise satisfies the criteria for Eligible Accounts set forth hereunder to be an Eligible Account, if Agent approves of the terms of the underlying contract under which such Account is derived and/or the credit and/or bond rating of such Account Debtor; or (s) that is payable in any currency other than Dollars; or (t) that is otherwise unacceptable to Agent in its reasonable credit judgment.

Eligible Accounts. All As to each Account represented by the Borrower to be an "Eligible Account" on a Borrowing Base Certificate, as of the Accounts owned by any Borrower and reflected in the most recent date of each such Borrowing Base Certificate delivered by such Borrower to Agent shall be “Eligible Accounts” for purposes of this Agreement, except any Account to which any of the exclusionary criteria set forth below applies. In addition, Agent reserves the right, at any time and from time to time after the Closing Date, to adjust any of the criteria set forth below, to establish new criteria and to adjust advance rates with respect to Eligible Accounts, in its reasonable credit judgment exercised in good faith; provided, that (i) any increase of any advance rate above its Original Advance Rate is subject to the approval of all Lenders and (ii) any adjustment by Agent to any criterion set forth below that results in such criterion being less restrictive than as in effect on the Closing Date shall be subject to approval of Requisite Lenders. Eligible Accounts shall not include any Account of any BorrowerCertificate: (a) Such Account arose in the ordinary course of the business of the Borrower out of either (i) a bona fide sale of Inventory by the Borrower, in accordance with the terms of the Contract under which does the Account arose, or (ii) services performed by the Borrower under an enforceable contract, and in such case such services have in fact been performed for the appropriate account debtor in accordance with such contract. (b) Unless otherwise approved in writing by the Lender on a case-by-case basis, such Account represents a legally valid and enforceable claim which is due and owing to the Borrower by such account debtor in at least such amount as is represented by the Borrower to the Bank on such Borrowing Base Certificate, such Account is due and payable not arise more than thirty (30) days from the sale delivery of goods the related Inventory, or the performance of services the related services, giving rise to such Account and, unless the Bank otherwise allows, such Account has not been due for more than ninety (90) days (from the date of invoice). (c) To Borrower's knowledge, the unpaid balance of such Account as represented by the Borrower to the Lender on such Borrowing Base Certificate is not subject to any defense, counterclaim, set-off, credit, allowance or adjustment by the account debtor because of returned, inferior or damaged Inventory or services, or for any other valid reason, except for customary discounts allowed by Borrower in the ordinary course of its business; (b) upon which (i) business for prompt payment or as otherwise indicated by credit memos disclosed in such Borrowing Base Certificate, and there is no agreement between Borrower’s right to receive payment is contingent upon , the fulfillment related account debtor and any other person for any rebate, discount, concession or release of any condition by such Borrower liability, in whole or (ii) such Borrower is not able to bring suit or otherwise enforce its remedies against the Account Debtor through judicial process; (c) to the extent that any defense, counterclaim, setoff or dispute is asserted as to such Account;in part. (d) if To Borrower's knowledge, the transactions leading to the creation of such Account represents a progress billing consisting of an invoice for goods sold or used or services rendered pursuant to a contract under which the Account Debtor’s obligation to pay that invoice is subject to such Borrower’s completion of further performance under such contract;comply with all applicable state and federal laws and regulations. (e) that is not The Borrower has granted to the Bank a true and correct statement of bona fide indebtedness incurred perfected security interest in the amount such Account (as an item of the Collateral) prior in right to all other persons (other than Permitted Liens), and such Account for merchandise sold to has not been sold, transferred or services rendered and accepted otherwise assigned by the applicable Account Debtor;Borrower to any Person, other than the Bank. (f) with respect to which an invoice, that Such Account is not unacceptable represented by any note, trade acceptance, draft or other negotiable instrument or by any chattel paper, except any such as constitute an item of Collateral on or prior to Agent (in its reasonable judgment) in form and substance, has not been sent to the applicable Account Debtor;such Account's inclusion on such Borrowing Base Certificate. (g) (i) that is The Borrower has not owned by received, with respect to such Borrower Account, any actual notice of the death of the related account debtor, nor of the dissolution, liquidation, termination of existence, insolvency, business failure, appointment of a receiver for any part of the property of, assignment for the benefit of creditors by, or (ii) to the extent it is subject to any right, claim, security interest filing of a petition in bankruptcy or other interest the commencement of any other Personproceeding under any bankruptcy or insolvency laws by or against, other than Liens in favor of Agent, on behalf of itself and Lenders, and Trustee, on behalf of the holders of Senior Notes;such account debtor. (h) that arises from a sale to any director, officer, other employee or Affiliate of any Credit Party, or to any entity that has any common officer or director with any Credit Party; provided, however, that a sale to any Person that The account debtor on such Account is an Affiliate or such an entity shall not be excluded under this paragraph (h) if such Person is an Affiliate or such an entity solely because it is controlled by BRS or a fund managed by BRS;not: (i) that is an affiliate of the obligation of an Account Debtor that is Borrower, (ii) the United States or Canadian government or a political subdivision thereof, of America or any state, county, province or municipality or department, agency or instrumentality thereof unless Agent, in its sole discretion, has agreed to the contrary in writing and such Borrower, if necessary or desirable, has complied with the Federal Assignment of Claims Act of 1940, any Canadian equivalent thereof, or any applicable state, county or municipal law restricting assignment thereof, with respect to such obligation; provided, so long as no Default or Event of Default shall have occurred and be continuing, Accounts described in this Section 1.6(i) and identified to the Agent pursuant to Section 5.10 shall be deemed Eligible Accounts (to the extent such Accounts in the aggregate outstanding at same exceeds $5,000 for any time do not exceed $1,500,000 and otherwise meet single invoice) unless the eligibility criteria set forth in this Section 1.6; (j) that is the obligation grant of an Account Debtor located in a foreign country other than Canada (excluding the provinces of Newfoundland, the Northwest Territories and the Territory of Nunavit), unless payment thereof is assured by a letter of credit assigned and delivered to Agent, reasonably satisfactory to Agent as to form, amount and issuer; (k) security interest therein has been made to the extent such Borrower or any Subsidiary thereof is liable for goods sold or services rendered by the Lender in compliance with applicable Account Debtor to such Borrower or any Subsidiary thereof but only to the extent federal assignment of the potential offset; (l) that arises with respect to goods that are delivered on a xxxx-and-hold, cash-on-delivery basis or placed on consignment, guaranteed sale or other terms by reason of which the payment by the Account Debtor is or may be conditional; (m) that is in default; provided, that, without limiting the generality of the foregoing, an Account shall be deemed in default upon the occurrence of any of the following: (i) the Account is not paid within the earlier of: sixty (60) days following its due date or ninety (90) days following its original invoice date; (ii) the Account Debtor obligated upon such Account suspends business, makes a general assignment for the benefit of creditors or fails to pay its debts generally as they come due; orclaims laws and regulations, (iii) a petition is filed citizen or resident of any jurisdiction other than one of the United States (unless covered by satisfactory letter of credit, foreign receivable insurance, or against any Account Debtor obligated upon such Account under any bankruptcy law or any other federalotherwise acceptable to the Lender), state or foreign (including any provincial) receivership, insolvency relief or other law or laws for the relief of debtors;or (niv) that is an account debtor whom the obligation Bank has, in the reasonable exercise of such Bank's sole reasonable discretion, determined to be (based on such factors relating to such account debtor as the Bank deems appropriate) an Account Debtor if fifty percent (50%) or more of the Dollar amount of all Accounts owing by that Account Debtor are ineligible under the other criteria set forth in paragraph (m) of this Section 1.6; (o) account debtor and as to which Agent’s Lien thereonthe Bank has notified the Borrower, on behalf of itself and LendersPROVIDED, is HOWEVER, that any such notice shall not a first priority perfected Lien; (p) apply retroactively as to which any of particular Account if such Account was included on a prior Borrowing Base Certificate by the representations or warranties in the Loan Documents are untrue; (q) Borrower prior to the extent giving of such notice by the Bank and which otherwise complied with each and every other requirement under this Agreement for the denomination of such Account is evidenced by a judgment; (r) to the extent such Account exceeds any credit limit established by Agent, in its reasonable credit judgment; (s) that is payable in any currency other than Dollars; or (t) that is otherwise unacceptable to Agent in its reasonable credit judgmentas an "Eligible Account."

Eligible Accounts. All of the Accounts owned by any Borrower and reflected in Based on the most recent Revolving Borrowing Base Certificate delivered by such Borrower to Agent and on other information available to Agent, Agent shall in its reasonable credit judgment determine which Accounts of Borrower shall be “Eligible Accounts” "ELIGIBLE ACCOUNTS" for purposes of this Agreement. In determining whether a particular Account of Borrower constitutes an Eligible Account, except Agent shall not include any such Account to which any of the exclusionary criteria set forth below applies. In addition, Agent reserves the right, at any time and from time to time after the Closing Date, to adjust any of the such criteria set forth below, or to establish new criteria and to adjust advance rates with respect to Eligible Accountscriteria, in each case in its reasonable credit judgment exercised in good faith; provided, that (i) any increase of any advance rate above its Original Advance Rate is subject to the approval of all Lenders and (ii) any adjustment by Agent to any criterion set forth below that results in such criterion being less restrictive than as in effect on the Closing Date shall be subject to approval of Requisite Lendersjudgment. Eligible Accounts shall not include any Account of any Borrower: (a) which does not arise from the sale of goods or the performance of services by such Borrower in the ordinary course of its business; (bi) upon which (i) such Borrower’s 's right to receive payment is not absolute or is contingent upon the fulfillment of any condition by such Borrower whatsoever or (ii) such as to which Borrower is not able to bring suit or otherwise enforce its remedies against the Account Debtor through judicial process; process or (c) to the extent that any defense, counterclaim, setoff or dispute is asserted as to such Account; (diii) if the Account represents a progress billing consisting of an invoice for goods sold or used or services rendered pursuant to a contract under which the Account Debtor’s 's obligation to pay that invoice is subject to such Borrower’s 's completion of further performance under such contractcontract or is subject to the equitable lien of a surety bond issuer; (ec) to the extent that any defense, counterclaim, setoff or dispute is asserted as to such Account; (d) that is not a true and correct statement of bona fide indebtedness incurred in the amount of the Account for merchandise sold to or services rendered and accepted by the applicable Account Debtor; (fe) with respect to which an invoice, that is not unacceptable acceptable to Agent (in its reasonable judgment) in form and substance, has not been sent to the applicable Account Debtor; (gf) that (i) that is not owned by such Borrower or (ii) to the extent it is subject to any right, claim, security interest or other interest of any other Person, other than Liens in favor of Agent, on behalf of itself and Lenders, and Trustee, on behalf of the holders of Senior Notes; (hg) that arises from a sale to any director, officer, other employee or Affiliate of any Credit Party, or to any entity that which has any common officer or director with a majority of directors who are also directors of any Credit Party; provided, however, that a sale to any Person that is an Affiliate or such an entity shall not be excluded under this paragraph (h) if such Person is an Affiliate or such an entity solely because it is controlled by BRS or a fund managed by BRS; (ih) that is the obligation of an Account Debtor that is the United States or Canadian government or a political subdivision thereof, or any state, county, province state or municipality or department, agency or instrumentality thereof unless Agent, in its sole discretion, has agreed to the contrary in writing and such Borrower, if necessary or desirable, has complied with the Federal Assignment of Claims Act of 1940, and any Canadian equivalent thereofamendments thereto, or any applicable state, county state statute or municipal law restricting assignment thereofordinance of similar purpose and effect, with respect to such obligation; provided, so long as no Default or Event of Default shall have occurred and be continuing, Accounts described in this Section 1.6(i) and identified to the Agent pursuant to Section 5.10 shall be deemed Eligible Accounts to the extent such Accounts in the aggregate outstanding at any time do not exceed $1,500,000 and otherwise meet the eligibility criteria set forth in this Section 1.6; (ji) that is the obligation of an Account Debtor located in a foreign country other than Canada (excluding the provinces of Quebec, Newfoundland, the Northwest Territories Nova Scotia and the Territory of Nunavit), Prince Edward Island) unless payment thereof is assured by a letter of credit assigned xx xxxxxx xxsigned and delivered to Agent, reasonably satisfactory to Agent as to form, amount and issuerissue; (kj) to the extent such Borrower or any Subsidiary thereof is liable for goods sold or services rendered by the applicable Account Debtor (including, without limitation, with respect to such any resin expenses owing to General Electric Company or any of its Affiliates) to Borrower or any Subsidiary thereof but only to the extent of the potential offset; (lk) that arises with respect to goods that which are delivered on a xxxxbill-and-hold, cash-on-delivery basis or placed on consignment, guaranteed guaxxxxeed sale or other terms by reason of which the payment by the Account Debtor is or may be conditional; (ml) that is in default; providedPROVIDED, thatTHAT, without limiting the generality of the foregoing, an Account shall be deemed in default upon the occurrence of any of the following: (i) the Account it is not paid within the earlier of: sixty (60) days following its due date or ninety (90) days following its original invoice date; (ii) the if any Account Debtor obligated upon such Account suspends business, makes a general assignment for the benefit of creditors or fails to pay its debts generally as they come due; or (iii) a if any petition is filed by or against any Account Debtor obligated upon such Account under any bankruptcy law or any other federal, state or foreign (including any provincial) receivership, insolvency relief or other law or laws for the relief of debtors; (nm) that which is the obligation of an Account Debtor if fifty percent (50%) or more of the Dollar dollar amount of all Accounts owing by that Account Debtor are ineligible under the other criteria set forth in paragraph clause (ml) of this Section SECTION 1.6; (on) as to which Agent’s 's Lien thereon, on behalf of itself and Lenders, is not a first priority perfected Lien; (po) as to which any of the representations or warranties pertaining to Accounts set forth in this Agreement or the Loan Documents are Borrower Security Agreement is untrue; (qp) to the extent such Account is evidenced by a judgment, Instrument or Chattel Paper; (rq) to the extent such Account exceeds any credit limit established by Agent, in its reasonable credit judgmentdiscretion, following prior notice of such limit by Agent to Borrower; (r) to the extent that such Account, together with all other Accounts owing by such Account Debtor and its Affiliates as of any date of determination exceed ten percent (10%) (or, in the case of an Account Debtor consisting of any (i) Account Debtor (other than the ones referred to in clause (ii) below) whose senior unsecured long-term debt is rated at least BBB by Moody's Investors Service, Inc. or the equivalent thereof by Standaxx & Xxor's Ratings Group or other nationally recognized rating agency acceptable to Agent, twenty percent (20%) or (ii) of General Electric Corporation, Deere & Company, Honda of America, Inc. or BE Aerospace, Inc., twenty-five percent (25%)) of all Eligible Accounts; (s) that which is payable in any currency other than Dollars; or (t) that which is otherwise unacceptable to Agent in its reasonable credit judgmentjudgment relating to such Account or the applicable Account Debtor.